-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 SaDSLoOmvFG8Zc9Y53jQewa+x8nWKhcH16ZZ9xBsDVyXpY5XLCQXMbtT/WBcFJF4
 nnH0qlom5918mSM0bV3y+Q==

<SEC-DOCUMENT>0000950130-01-504307.txt : 20010903
<SEC-HEADER>0000950130-01-504307.hdr.sgml : 20010903
ACCESSION NUMBER:		0000950130-01-504307
CONFORMED SUBMISSION TYPE:	8-K/A
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20010804
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20010831

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TYSON FOODS INC
		CENTRAL INDEX KEY:			0000100493
		STANDARD INDUSTRIAL CLASSIFICATION:	POULTRY SLAUGHTERING AND PROCESSING [2015]
		IRS NUMBER:				710225165
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0927

	FILING VALUES:
		FORM TYPE:		8-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14704
		FILM NUMBER:		1729544

	BUSINESS ADDRESS:	
		STREET 1:		2210 W OAKLAWN DR
		CITY:			SPRINGDALE
		STATE:			AR
		ZIP:			72762-6999
		BUSINESS PHONE:		5012904000

	MAIL ADDRESS:	
		STREET 1:		P O BOX 2020
		STREET 2:		P O BOX 2020
		CITY:			SPRINGDALE
		STATE:			AR
		ZIP:			72765-2020
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>d8ka.txt
<DESCRIPTION>AMENDMENT NO 1  TO THE FORM 8-K
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 8-K/A

                                (Amendment No. 1)

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported) August 4, 2001


                                Tyson Foods, Inc.
                                -----------------
               (Exact Name of Registrant as Specified in Charter)


           Delaware                   0-3400                  71-0225165
     -------------------              ------                  ----------
    (State or Other Juris-       (Commission File      (IRS Employer diction of
  diction of Incorporation)           Number)            Identification No.)

2210 West Oaklawn Drive, Springdale, Arkansas                   72762-6999
- ----------------------------------------------                  ----------
(Address of Principal Executive Offices)                        (Zip Code)


        Registrant's telephone number, including area code (501) 290-4000


                                       N/A
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

<PAGE>

Item 2. Acquisition or Disposition of Assets.

     On August 16, 2001, Tyson Foods, Inc. (the "Company") filed a Current
Report on Form 8-K announcing the acquisition of IBP, inc. ("IBP") through the
merger of IBP into Lasso Acquisition Corporation, wholly-subsidiary of the
Company ("Lasso"), with Lasso surviving as a wholly-owned subsidiary corporation
of the Company. This amendment to the Company's Current Report on Form 8-K is
being filed to include the Financial Statements and Pro Forma Financial
Information required by Item 7 of Form 8-K.

<PAGE>

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(a)  Financial Statements of Business Acquired:

     See Exhibits 99.1 and 99.2 of this Current Report.

(b)  Pro Forma Financial Information:

     See Exhibit 99.3 of this Current Report.

(c)  Exhibits:

     Exhibit   Description

     2.1       Agreement and Plan of Merger among IBP, Tyson and Purchaser dated
               as of January 1, 2001 (incorporated by reference to Exhibit
               (d)(4) to Amendment No. 9 to the Schedule TO filed on January 5,
               2001).

     2.2       Stipulation and Order dated June 27, 2001, IBP, inc. v. Tyson
               Foods, Inc., C.A. No. 18373, Court of Chancery of the State of
               Delaware (incorporated by reference to the Schedule TO filed on
               July 3, 2001).

     10.1      Credit Agreement among Tyson, The Chase Manhattan Bank ("Chase"),
               J.P. Morgan Securities Inc. ("JPMorgan"), Merrill Lynch Capital
               Corporation, SunTrust Bank and SunTrust Capital Markets, Inc.
               with respect to a senior unsecured bridge credit facility in an
               aggregate principal amount of $2.5 billion dated August 3, 2001
               (incorporated by reference to Exhibit (b)(3) to Amendment No. 6
               to the Schedule TO filed on August 6, 2001).

     10.2      Receivables Bridge Credit Agreement among Tyson, Chase and
               JPMorgan with respect to a senior unsecured receivables bridge
               credit facility in an aggregate principal amount of $350 million
               dated August 3, 2001 (incorporated by reference to Exhibit (b)(4)
               to Amendment No. 6 to the Schedule TO filed on August 6, 2001).

     23.1      Consent of PricewaterhouseCoopers LLP, independent auditors for
               IBP, inc.

     99.1      Audited financial statements for IBP, inc. for the periods
               specified in Rule 3-105(b) of Regulation S-X, and accountants'
               report provided pursuant to Rule 2-02 of Regulation S-X.

     99.2      Unaudited interim financial statements for the periods specified
               in Rule 3-105(b) of Regulation S-X.

     99.3      Pro forma financial information for the combined Tyson Foods,
               Inc. and IBP, inc. prepared pursuant to Article 11 of Regulation
               S-X.

<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        TYSON FOODS, INC.



Date: August 31, 2001                   By: /s/ R. Read Hudson
                                            ------------------
                                            Name: R. Read Hudson
                                            Title: Secretary

<PAGE>

                                  EXHIBIT INDEX


                   The following exhibits are filed herewith.

Exhibit        Description

2.1            Agreement and Plan of Merger among IBP, Tyson and Purchaser dated
               as of January 1, 2001 (incorporated by reference to Exhibit
               (d)(4) to Amendment No. 9 to the Schedule TO filed on January 5,
               2001).

2.2            Stipulation and Order dated June 27, 2001, IBP, inc. v. Tyson
               Foods, Inc., C.A. No. 18373, Court of Chancery of the State of
               Delaware (incorporated by reference to the Schedule TO filed on
               July 3, 2001).

10.1           Credit Agreement among Tyson, The Chase Manhattan Bank ("Chase"),
               J.P. Morgan Securities Inc. ("JPMorgan"), Merrill Lynch Capital
               Corporation, SunTrust Bank and SunTrust Capital Markets, Inc.
               with respect to a senior unsecured bridge credit facility in an
               aggregate principal amount of $2.5 billion dated August 3, 2001
               (incorporated by reference to Exhibit (b)(3) to Amendment No. 6
               to the Schedule TO filed on August 6, 2001).

10.2           Receivables Bridge Credit Agreement among Tyson, Chase and
               JPMorgan with respect to a senior unsecured receivables bridge
               credit facility in an aggregate principal amount of $350 million
               dated August 3, 2001 (incorporated by reference to Exhibit (b)(4)
               to Amendment No. 6 to the Schedule TO filed on August 6, 2001).

23.1           Consent of PricewaterhouseCoopers LLP, independent auditors for
               IBP, inc.

99.1           Audited financial statements for IBP, inc. for the periods
               specified in Rule 3-105(b) of Regulation S-X, and accountants'
               report provided pursuant to Rule 2-02 of Regulation S-X.

99.2           Unaudited interim financial statements for the periods specified
               in Rule 3-105(b) of Regulation S-X.

99.3           Pro forma financial information for the combined Tyson Foods,
               Inc. and IBP, inc. prepared pursuant to Article 11 of Regulation
               S-X.







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>dex231.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS
<TEXT>
<PAGE>


                                                                    EXHIBIT 23.1



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



We hereby consent to the incorporation by reference in the Registration
Statement on Form S-4 (No. 333-67352) of Tyson Foods, Inc. of our report dated
March 19, 2001, except as to Note U, for which the date is March 29, 2001,
relating to the financial statements of IBP, inc., which appears in the Current
Report on Form 8-K/A dated August 4, 2001.




Omaha, NE
August 31, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>dex991.txt
<DESCRIPTION>AUDITED FINANCIAL STATEMENTS FOR IBP INC
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1

                           IBP, inc. and SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                 PAGE
                                                                 ----

IBP, Inc. and Subsidiaries:

Independent Auditors' Reports and Managements'
  Report on Financial Statement Integrity                        F-2 to F-3

Consolidated Balance Sheets as of December 30, 2000
  and December 25, 1999                                          F-4

Consolidated Statement of Earnings for the Years
  ended 2000, 1999, and 1998                                     F-5 to F-6

Consolidated Statements Of Changes In Stockholders'
  Equity And Comprehensive Income for the Years
  ended 2000, 1999, and 1998                                     F-7 to F-8

Consolidated Statements of Cash Flows for the Years
  ended 2000, 1999, and 1998                                     F-9

Notes to Consolidated Financial Statements                       F-10 to F-44

                                      F-1

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS
                        ---------------------------------

To the Board of Directors and Stockholders of IBP, inc.

     In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of earnings, changes in stockholders' equity and
comprehensive income, and of cash flows present fairly, in all material
respects, the financial position of IBP, inc. and its subsidiaries at December
30, 2000 and December 25, 1999, and the results of their operations and their
cash flows for each of the three years in the period ended December 30, 2000, in
conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedule presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. These financial
statements and the financial statement schedule are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements and the financial statement schedule based on our audits.
The consolidated financial statements give retroactive effect to the merger of
Corporate Brand Foods America, Inc. ("CBFA") on February 7, 2000 in a
transaction accounted for as a pooling of interests, as described in Note L to
the consolidated financial statements. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

     As indicated in Note R, the Company has restated its 1999 and 1998
financial statements with respect to certain matters involving its subsidiary,
DFG, to apply variable plan accounting to certain stock options and to provide
expanded segment disclosures.

     As discussed in Note S to the consolidated financial statements, the
Company changed its method of revenue recognition in fiscal 2000.

PricewaterhouseCoopers LLP
Omaha, Nebraska
March 19, 2001, except as to
Note U, for which the date
is March 29, 2001

                                       F-2

<PAGE>

              REPORT ON FINANCIAL STATEMENT INTEGRITY BY MANAGEMENT
              -----------------------------------------------------

To our Stockholders:

     IBP's consolidated financial statements have been prepared by management
and we are responsible for their integrity and objectivity. The accompanying
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States. We believe these
statements present fairly the company's financial position and results of
operations.

     Our independent auditors, PricewaterhouseCoopers LLP, have audited these
consolidated financial statements. Their audit was conducted using auditing
standards generally accepted in the United States, which included consideration
of our internal controls in order to form an independent opinion on the
financial statements. We have made available to PricewaterhouseCoopers LLP, all
the company's financial records, as well as the minutes of all meetings of
stockholders, directors and committees of directors.

     IBP relies on a system of internal accounting controls to provide assurance
that assets are safeguarded and transactions are properly authorized and
recorded. We continually monitor these controls, modifying and improving them as
business operations change. IBP maintains a strong internal auditing department
that independently reviews and evaluates these controls as well.

     The Audit Committee of the Board of Directors provides oversight to ensure
the integrity and objectivity of the company's financial reporting process and
the independence of our internal and external auditors. Both internal audit and
PricewaterhouseCoopers LLP, have complete access to the Board's Audit Committee
with or without the presence of management personnel.

     Our management team is responsible for proactively fostering a strong
climate of ethical conduct so that the company's affairs are carried out
according to the highest standards of personal and corporate behavior. This
responsibility is specifically demonstrated in IBP's conflict of interest policy
which requires annual written acknowledgment by each and every officer and those
management personnel so designated.

     We are pleased to present this annual report and the accompanying
consolidated financial statements for your review and consideration.

Most sincerely,

/s/ Robert L. Peterson                     /s/ Larry Shipley
- ------------------------------------       -------------------------------
Robert L. Peterson                         Larry Shipley
Chairman and Chief Executive Officer       Chief Financial Officer
IBP, inc.                                  IBP, inc.

                                       F-3

<PAGE>

                           IBP, inc. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                 (In thousands, except share and per share data)

                                                                   Restated
                                                   December 30,   December 25,
                                                       2000          1999
                                                   -----------    -----------

ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                        $    29,970    $    32,865
  Accounts receivable, less allowance for
    doubtful accounts of $19,898 and $21,352           673,485        849,679
  Inventories (Note B)                                 873,544        615,192
  Deferred income tax benefits (Note E)                 67,343         63,426
  Prepaid expenses                                      21,252         19,566
                                                   -----------    -----------
    TOTAL CURRENT ASSETS                             1,665,594      1,580,728
                                                   -----------    -----------
PROPERTY, PLANT AND EQUIPMENT, at cost:
  Land and land improvements                           127,884        124,053
  Buildings and stockyards                             760,211        694,212
  Equipment                                          1,538,120      1,373,054
                                                   -----------    -----------
                                                     2,426,215      2,191,319
  Accumulated depreciation and amortization         (1,089,775)      (960,391)
                                                   -----------    -----------
                                                     1,336,440      1,230,928
  Construction in progress                             294,334        131,837
                                                   -----------    -----------
                                                     1,630,774      1,362,765
                                                   -----------    -----------
OTHER ASSETS:
  Goodwill, net of accumulated amortization
    of $221,160 and $189,395 (Note T)                  961,340      1,054,839
  Other                                                168,548        145,225
                                                   -----------    -----------
                                                     1,129,888      1,200,064
                                                   -----------    -----------
                                                   $ 4,426,256    $ 4,143,557
                                                   ===========    ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable and accrued expenses (Note D)   $   807,177    $   736,242
  Notes payable to banks (Note C)                      775,000        542,060
  Federal and state income taxes                        78,016        135,620
  Deferred income taxes (Note E)                         1,216          3,361
  Other                                                 57,991         15,434
                                                   -----------    -----------
    TOTAL CURRENT LIABILITIES                        1,719,400      1,432,717
LONG-TERM OBLIGATIONS (Notes C and F)                  658,719        789,861
DEFERRED CREDITS AND OTHER LIABILITIES:
  Deferred income taxes (Note E)                         7,491          8,366
  Other                                                191,135        167,566
                                                   -----------    -----------
                                                       198,626        175,932
                                                   -----------    -----------

REDEEMABLE STOCK (Note Q):                                  --         44,564
                                                   -----------    -----------

STOCKHOLDERS' EQUITY (Note Q):
  Common stock                                           5,450          4,964
  Additional paid-in capital                           443,388        404,463
  Retained earnings                                  1,481,004      1,358,971
  Accumulated other comprehensive income               (11,261)        (8,600)
  Treasury stock, at cost                              (69,070)       (59,315)
                                                   -----------    -----------
    TOTAL STOCKHOLDERS' EQUITY                       1,849,511      1,700,483
                                                   -----------    -----------
                                                   $ 4,426,256    $ 4,143,557
                                                   ===========    ===========

See notes to consolidated financial statements.

                                      F-4

<PAGE>

                           IBP, inc. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                             52 Weeks Ended
                                                                   ---------------------------------
                                               53 Weeks Ended         Restated           Restated
                                                 December 30,       December 25,       December 26,
                                                     2000               1999               1998
                                               --------------      --------------     --------------
<S>                                            <C>                 <C>                <C>
Net sales (Notes A and S)                      $16,949,608         $15,121,689        $13,734,773
Cost of products sold                           15,913,264          14,126,619         12,997,239
                                               -----------         -----------        -----------
Gross profit                                     1,036,344             995,070            737,534

Selling, general and
  administrative expenses                          658,163             440,474            355,564
Non-recurring merger-related
  expense                                           31,299                   -                  -
                                               -----------         -----------        -----------

Earnings from operations                           346,882             554,596            381,970

Interest:
  Incurred                                        (104,204)            (81,989)           (70,011)
  Capitalized                                        9,851               8,589              7,976
  Income                                             6,095               5,584              4,464
                                               -----------         -----------        -----------
                                                   (88,258)            (67,816)           (57,571)
                                               -----------         -----------        -----------
Earnings before income taxes,
  accounting change
  and extraordinary item                           258,624             486,780            324,399

Income taxes (Note E)                              105,971             168,913            126,432
                                               -----------         -----------        -----------
Earnings before accounting change
  and extraordinary item                           152,653             317,867            197,967

Cumulative effect of change in
  accounting principle (Note R)                     (2,429)                  -                  -

Extraordinary loss on early
  extinguishment of debt,
  less applicable taxes
  (Note F)                                         (15,037)                  -            (14,815)
                                               -----------         -----------        -----------

Net earnings                                   $   135,187         $   317,867        $   183,152
                                               ===========         ===========        ===========

Earnings per share (Note K):
- ---------------------------
  Earnings before accounting
    change and extraordinary item              $      1.41         $      3.26        $      2.02
  Cumulative effect of change
    in accounting principle                           (.02)                  -                  -
  Extraordinary item                                  (.14)                  -               (.15)
                                               -----------         -----------        -----------
  Net earnings                                 $      1.25         $      3.26        $      1.87
                                               ===========         ===========        ===========

Earnings per share - assuming dilution:
- --------------------------------------
  Earnings before accounting
    change and extraordinary item              $      1.40         $      2.96        $      1.86
  Cumulative effect of change
    in accounting principle                           (.02)                  -                  -
  Extraordinary item                                  (.14)                  -               (.14)
                                               -----------         -----------        -----------
  Net earnings                                 $      1.24         $      2.96        $      1.72
                                               ===========         ===========        ===========
</TABLE>

See notes to consolidated financial statements.

                                      F-5

<PAGE>

                           IBP, inc. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (continued)
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                          52 Weeks Ended
                                                               ------------------------------------
                                           53 Weeks Ended          Restated             Restated
                                             December 30,        December 25,         December 26,
                                                 2000                1999                 1998
                                          ----------------     ----------------      --------------
<S>                                       <C>                  <C>                   <C>
Pro forma amounts assuming the
 accounting change is applied
 retroactively:

Earnings before extraordinary item        $   152,653          $   317,122           $  199,432
Net earnings                                  137,616              317,122              184,617

Earnings per common share:
Earnings before extraordinary item        $      1.41          $      3.25           $     2.04
Net earnings                                     1.27                 3.25                 1.89
Earnings per common share-
 assuming dilution:
Earnings before extraordinary item        $      1.40          $      2.95           $     1.87
             Net earnings                        1.26                 2.95                 1.73
</TABLE>

  See notes to consolidated financial statements.

                                      F-6

<PAGE>

                           IBP, inc. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CHANGES IN
                  STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                      (in thousands, except per share data)


<TABLE>
<CAPTION>
                                                                                       Accumulated
                                      Common                Additional                    Other                            Total
                                      Shares      Common     Paid-in         Retained  Comprehensive     Treasury      Stockholders'
                                    Outstanding    Stock     Capital         Earnings      Income          Stock           Equity
                                 ---------------------------------------------------------------------------------------------------
<S>                              <C>               <C>      <C>         <C>            <C>             <C>            <C>
Restated balances,
 December 27, 1997                       96,866  $ 4,964     $ 411,238  $     881,243  $     (6,114)   $  (55,483)    $   1,235,848
                                                                                                                          ---------
Comprehensive income:
 Net earnings - restated                                                      183,152                                       183,152
 Other comprehensive income:
  Foreign currency translation
   adjustments                                                                              (10,342)                        (10,342)
                                                                                                                           --------
Comprehensive income - restated                                                                                             172,810
                                                                                                                           --------
Dividends declared on common
 stock, $.10 per share                                                         (9,246)                                       (9,246)
Dividends on preferred stock                                                   (1,719)                                       (1,719)
Accretion of redeemable stock                                                    (322)                                         (322)
Treasury shares purchased                  (592)                                                          (12,370)          (12,370)
Treasury shares delivered under
 employee stock plans                       320                 (1,674)                                     7,470             5,796
Restated balances,
                                 ---------------------------------------------------------------------------------------------------
 December 26, 1998                       96,594  $ 4,964     $ 409,564  $   1,053,108  $    (16,456)   $  (60,383)    $   1,390,797
                                                                                                                          ---------

Comprehensive income:
 Net earnings - restated                                                      317,867                                       317,867
 Other comprehensive income:
  Foreign currency translation
    adjustments                                                                               7,856                           7,856
                                                                                                                          ---------
Comprehensive income - restated                                                                                             325,723
                                                                                                                          ---------
Dividends declared on common
 stock, $.10 per share                                                         (9,230)                                       (9,230)
Accretion of redeemable stock                                                    (356)                                         (356)
Dividends on preferred stock                                                   (2,418)                                       (2,418)
Treasury shares purchased                  (326)                                                           (6,170)           (6,170)
Treasury shares delivered under
 employee stock plans                       378                 (5,101)                                     7,238             2,137
Restated balances,
                                 ---------------------------------------------------------------------------------------------------
 December 25, 1999                       96,646  $ 4,964     $ 404,463  $   1,358,971  $     (8,600)   $  (59,315)    $   1,700,483
</TABLE>

See notes to consolidated financial statements.

                                       F-7


<PAGE>

                           IBP, inc. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CHANGES IN
                  STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                                   (continued)
                      (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                             Accumulated
                                      Common                  Additional                      Other                        Total
                                      Shares      Common       Paid-in        Retained    Comprehensive     Treasury   Stockholders'
                                    Outstanding   Stock        Capital        Earnings        Income          Stock        Equity
                                  --------------------------------------------------------------------------------------------------
<S>                               <C>           <C>        <C>            <C>            <C>              <C>          <C>
Restated balances,
 December 25, 1999                    96,646    $   4,964  $     404,463  $   1,358,971  $       (8,600)  $   (59,315) $ 1,700,483

Comprehensive income:
 Net earnings                                                                   135,187                                    135,187
 Other comprehensive income:
  Foreign currency
   translation adjustments                                                                       (2,661)                    (2,661)
                                                                                                                       -----------
Comprehensive income                                                                                                       132,526
                                                                                                                       -----------
Dividends declared on common
 stock, $.10 per share                                                          (10,588)                                   (10,588)
Accretion of redeemable stock                                                    (2,214)                                    (2,214)
Dividends on preferred stock                                                       (352)                                      (352)
Transfer of redeemable stock
 to additional paid in capital                                    25,822                                                    25,822
Common shares issued in
 exchange for redeemable
 stock                                 9,729          486         14,391                                                    14,877
Treasury shares purchased               (957)                                                                 (15,300)     (15,300)
Treasury shares delivered under
 employee stock plans                    250                      (1,288)                                       5,545        4,257
                                  --------------------------------------------------------------------------------------------------
Balances, December 30, 2000          105,668    $   5,450  $     443,388  $   1,481,004  $      (11,261)  $   (69,070) $ 1,849,511
                                  ==================================================================================================
</TABLE>


See notes to consolidated financial statements.

                                      F-8

<PAGE>

                           IBP, inc. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                                       52 Weeks Ended
                                                                                          ----------------------------------------
                                                                       53 Weeks Ended          Restated               Restated
                                                                        December 30,         December 25,           December 26,
                                                                            2000                 1999                   1998
                                                                      ----------------    -----------------        ---------------
                                                                                          Inflows (outflows)
<S>                                                                   <C>                 <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net earnings                                                            $ 135,187            $ 317,867              $ 183,152
                                                                         ---------            ---------              ---------
 Adjustments to reconcile net earnings
 to cash flows from operations:
  Depreciation and amortization                                            146,716              125,515                110,249
  Amortization of intangible assets                                         35,444               31,163                 28,924
  Non-cash restricted and variable stock compensation                       38,038               (9,675)                11,668
  Long-lived asset impairment write-downs                                   66,115               29,351                      -
  Deferred income tax (benefit) provision                                    7,199               (3,936)                (6,314)
  Change in customer advances                                                    -               12,000                (14,100)
  Extraordinary loss on extinguishment of debt                              15,037                    -                 14,815
  Provision for bad debts                                                   10,455               15,907                  2,161
  Net loss on disposal of fixed assets                                       1,112                1,710                 16,996
  Other operating cash inflows                                              14,332               15,072                 15,609
  Other operating cash outflows                                            (18,739)              (6,359)                (8,299)
  Working capital changes, net of
   effects of acquisitions:
   Accounts receivable                                                     164,834             (177,301)               (30,560)
   Inventories                                                            (260,294)            (107,050)               (22,967)
   Accounts payable and accrued liabilities                                 (8,825)              53,099                 70,099
   Change in checks in process of clearance                                 31,604               20,576                (29,464)
                                                                         ---------            ---------              ---------
                                                                           243,028                   72                158,817
                                                                         ---------            ---------              ---------
Net cash flows provided by
 operating activities                                                      378,215              317,939                341,969
                                                                         ---------            ---------              ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Acquisitions, net of cash acquired                                        (11,790)            (504,420)              (186,639)
 Capital expenditures                                                     (428,217)            (208,781)              (183,040)
 Proceeds from disposals of marketable
  securities                                                                25,000               20,800                257,721
 Purchases of marketable securities                                        (25,000)             (19,400)              (250,954)
 Investment in life insurance contracts                                     (8,287)              (7,759)               (38,000)
 Proceeds from sale of fixed assets                                          4,082                4,523                  3,687
 Investments in equity ventures                                            (12,650)                   -                      -
 Insurance proceeds                                                              -                3,010                    190
 Investments in notes receivable                                                 -               (8,000)                     -
 Other investing cash inflows                                                  981                  319                      -
                                                                         ---------            ---------              ----------
 Net cash flows used in investing
  activities                                                              (455,881)            (719,708)              (397,035)
                                                                         ---------            ---------              ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Increase in short-term debt                                               232,940              317,964                121,210
 Purchase of treasury stock                                                (15,300)              (6,170)               (12,370)
 Dividends paid on common stock                                            (10,256)              (9,229)                (9,252)
 Exercise of stock options                                                   4,108                2,137                  3,238
 Principal payments on long-term obligations                              (391,632)             (10,977)              (118,360)
 Proceeds from issuance of long-term debt                                  297,664              100,800                 49,773
 Redemption of preferred stock                                             (28,512)                   -                      -
 Proceeds from sale of stock and warrants                                        -                9,582                  7,944
 Premiums paid on early retirement of debt                                  (7,629)                   -                (20,636)
 Payment of loan acquisition costs                                          (6,866)                   -                 (6,824)
 Other financing cash outflows                                                   -                    -                   (156)
                                                                         ---------            ---------              ---------
 Net cash flows provided by financing activities                            74,517              404,107                 14,567
                                                                         ---------            ---------              ---------
 Effect of exchange rate on cash and
  cash equivalents                                                             254                1,698                 (1,548)
                                                                         ---------            ---------              ---------
 Net change in cash and cash equivalents                                    (2,895)               4,036                (42,047)
Cash and cash equivalents at beginning of year                              32,865               28,829                 70,876
                                                                         ---------            ---------              ---------
 Cash and cash equivalents at end of year                                $  29,970            $  32,865              $  28,829
                                                                         =========            =========              =========
</TABLE>

See notes to consolidated financial statements.

                                       F-9

<PAGE>

                           IBP, inc. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FISCAL YEARS ENDED DECEMBER 30, 2000, DECEMBER 25, 1999
                              AND DECEMBER 26, 1998
        Columnar amounts in thousands, except share and per share amounts

A.   GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
     ------------------------------------------------------

     RESTATEMENTS - The accompanying financial statements for 1999 and 1998 have
     ------------
been restated to reflect adjustments for irregularities and misstatements at one
of the company's subsidiaries, the application of variable plan accounting for
certain stock options, and expanded disclosures related to segment information,
acquisitions, long-term debt and capital lease obligations, contingencies,
redeemable stock and capital stock. See Notes M, P and R for more detail
relating to the effects of these restatements.

     The statements of cash flows have also been restated to provide more detail
of certain cash transactions that were previously reported on a combined basis
and to reclassify the change in the company's checks in process of clearing to
cash flows from operations as a change in accounts payable, consistent with the
balance sheet classification. The change in this balance previously was included
in financing activities.

     On February 7, 2000, the company acquired Corporate Brand Foods America,
Inc. ("CBFA") through an exchange of shares. The business combination was
accounted for as a pooling of interests. These historical financial statements
of the company have been restated to give effect to the above acquisition as
though the companies had operated together from the beginning of the earliest
period presented.

     PRINCIPLES OF CONSOLIDATION - All subsidiaries are wholly owned and are
     ---------------------------
consolidated in the accompanying financial statements. All material intercompany
balances, transactions and profits have been eliminated.

     MANAGEMENT'S USE OF ESTIMATES - The preparation of financial statements in
     -----------------------------
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those estimates.

     FISCAL YEAR - IBP's fiscal year ends on the last Saturday of the calendar
     -----------
year. Fiscal 2000 was a 53-week year and fiscal years 1999 and 1998 each totaled
52 weeks.

     REVENUE RECOGNITION - Revenue from product sales are recognized upon
     -------------------
delivery to customers. See Note S for information regarding changes in
accounting for revenue recognition in 2000.

     FREIGHT EXPENSE - Freight expense associated with products shipped to
     ---------------
customers is recognized in cost of products sold. Prior to the fourth quarter
2000, this freight expense had been classified as a reduction of net sales. All
prior periods have been reclassified to conform to the current year
presentation.

                                      F-10

<PAGE>

     EXPORT SALES - In 2000, 1999 and 1998, net export sales, principally to
     ------------
customers in Asia and also to destinations in the Americas and Europe, totaled
$2.1 billion, $1.8 billion and $1.7 billion, respectively.

     STATEMENT OF CASH FLOWS - For purposes of the statement of cash flows,
     -----------------------
management considers all highly liquid debt instruments purchased with original
maturities of three months or less to be cash equivalents. Such investments are
carried at cost, which approximates fair value.

     DERIVATIVE INSTRUMENTS - To manage interest rate and currency exposures,
     ----------------------
the company uses interest rate swaps and currency forward contracts. IBP
specifically designates interest rate swaps as hedges of debt instruments and
recognizes interest differentials as adjustments to interest expense in the
period they occur. Gains and losses related to foreign currency hedges of firmly
committed transactions are deferred and are recognized in income when the hedged
transaction occurs.

     To manage its commodity exposures, the company uses commodity futures,
options and forward contracts. These instruments are used primarily in forward
purchases of livestock and, to a lesser extent, forward sales of products. The
company accounts for these instruments as hedges of specific lots of livestock
or sales and any gain or loss is not recognized until the hedged transaction
occurs.

     Livestock hedging gains or losses are included in cost of products sold
while forward sales hedging transactions are recorded in net sales. Cash flows
related to derivative financial instruments are classified in the statement of
cash flows in a manner consistent with those of transactions being hedged.

     MARKETABLE SECURITIES - Marketable securities are classified as available
     ---------------------
for sale, are highly liquid and are purchased and sold on a short-term basis as
part of IBP's management of working capital. Such securities consist of auction
market preferred stock, which management does not intend to hold more than one
year, and tax-exempt securities and commercial paper with maturities of less
than one year.

     INVENTORIES - Inventories are valued on the basis of the lower of first-in,
     -----------
first-out cost or market.

     PROPERTY, PLANT AND EQUIPMENT - Depreciation is provided for property,
     -----------------------------
plant and equipment on the straight-line method over the estimated useful lives
of the respective classes of assets as follows:

                 Land improvements................8 to 20 years
                 Buildings and stockyards........10 to 40 years
                 Equipment........................3 to 12 years

     Leasehold improvements, included in the equipment class, are amortized over
the life of the lease or the life of the asset, whichever is shorter.

     GOODWILL - Goodwill is amortized on a straight-line basis generally over 40
     --------
years.

     IMPAIRMENT OF LONG-LIVED ASSETS - The company reviews the carrying value of
     -------------------------------
its long-lived assets (including goodwill) for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable. Assessment of any impairment is based on

                                      F-11

<PAGE>

estimated future undiscounted cash flows attributable to the assets. In the
event such cash flows are not expected to be sufficient to recover the carrying
value of the assets, the assets are written down to their estimated fair values.
See Note T for asset impairments recorded in 2000 and 1999.

     FOREIGN CURRENCY TRANSLATION - The translation of foreign currency into
     ----------------------------
U.S. dollars is performed for balance sheet accounts using the current exchange
rate in effect at the balance sheet date and for revenue and expense accounts
using the average exchange rate during the period. The gains or losses resulting
from translation are included in stockholders' equity. Exchange adjustments
resulting from foreign currency transactions, which were not material in any of
the years presented, are generally recognized in net earnings.

     ACCOUNTING CHANGES - Statement of Financial Accounting Standards No. 133,
     ------------------
Accounting for Derivative Instruments and Hedging Activities (FAS 133), is
effective the first quarter of 2001, on December 31, 2000. FAS 133 requires that
all derivative instruments be recorded on the balance sheet at fair value.
Changes in the fair value of derivatives are recorded each period in current
earnings or other comprehensive income, depending on whether a derivative is
designated as part of a hedge transaction and, if it is, depending on the type
of hedge transaction. For fair-value hedge transactions in which the company is
hedging changes in an asset's, liability's, or firm commitment's fair value,
changes in the fair value of the derivative instrument will generally be offset
in the earnings statement by changes in the hedged item's fair value. For
cash-flow hedge transactions in which the company is hedging the variability of
cash flows related to a variable-rate asset, liability, or a forecasted
transaction, changes in the fair value of the derivative instrument will be
reported in other comprehensive income. The gains and losses on the derivative
instrument that are reported in other comprehensive income will be reclassified
as earnings in the periods in which earnings are impacted by the variability of
the cash flows of the hedged item. The ineffective portion of all hedges will be
recognized in current-period earnings.

     The company estimated that, on December 31, 2000, it will record a
net-of-tax cumulative-effect-type adjustment of $13,106 gain in earnings to
recognize at fair value all derivative instruments that will be designated as
fair-value hedging instruments. The company expects to record an offsetting
net-of-tax cumulative-effect-type adjustment of $13,143 loss in earnings to
recognize the difference (attributable to the hedged risks) between the carrying
values and fair values of related hedged assets, liabilities, and firm
commitments. Additionally, the Company expects to record $78 net-of-tax loss in
earnings to reflect the fair value of derivatives that will not qualify as
hedges under FAS 133.

     COMPREHENSIVE INCOME - Comprehensive income consists of net earnings and
     --------------------
foreign currency translation adjustments. Management considers its foreign
investments to be permanent in nature and does not provide for taxes on currency
translation adjustments arising from converting the investment in a foreign
currency to U.S. dollars. There were no reclassification adjustments to be
reported in the periods presented.

     RECLASSIFICATIONS - Certain reclassifications have been made to prior
     -----------------
financial statements to conform to the current year presentation.

                                      F-12

<PAGE>

B.       INVENTORIES:
         -----------

         Inventories are comprised of the following:

                                                          Restated
                                 December 30,           December 25,
                                     2000                  1999
                                ----------------      ----------------

   Product inventories:
     Raw materials                 $   78,004            $   57,385
      Work in process                 101,973                84,505
     Finished goods                   412,211               238,710
                                   ----------            ----------
                                      592,188               380,600
   Livestock                          185,413               137,300
   Supplies                            95,943                97,292
                                   ----------            ----------
                                   $  873,544            $  615,192
                                   ==========            ==========

C.       CREDIT ARRANGEMENTS:
         -------------------

         At December 30, 2000, IBP had in place a $950 million
nine-month revolving credit facility (the "Nine-Month Facility"). From
time to time, IBP also used uncommitted lines of credit for some or all
of its short-term borrowing needs.

         The Nine-Month Facility has a maturity date of September 20,
2001. Facility fees can vary from .150 to .200 of 1% on the total
amount of the facility. The company incurred financing fees and costs
associated with this credit facility of $7 million that will be
amortized over the nine-month term.

         Borrowings outstanding under the revolving facility at
December 30, 2000, totaled $775 million, all of which was classified as
current liabilities. The interest rate at December 30, 2000 on this
debt was 7.64%.

         During fiscal 2000, the maximum amount of borrowings under all
of IBP's credit arrangements, including any amounts considered
non-current, was $853 million. Average borrowings under IBP's credit
arrangements and the weighted average interest rate during fiscal 2000
were $732 million and 6.7%. The comparable 1999 figures were average
borrowings of $606 million and an average interest rate of 5.5%.

         IBP's Nine-Month Facility agreement contains certain
restrictive covenants that, among other things, (1) require the
maintenance of a minimum debt service coverage ratio; and (2) provide
for a maximum funded debt ratio.

                                      F-13

<PAGE>

D.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
     -------------------------------------

     Accounts payable and accrued expenses are comprised of the following:

<TABLE>
<CAPTION>
                                                                                Restated
                                                     December 30,             December 25,
                                                         2000                     1999
                                                   -----------------       -----------------
<S>                                                 <C>                      <C>
Accounts payable, principally
  trade creditors                                     $361,839                 $302,101
                                                       -------                  -------
Checks in process of clearance                         154,191                  122,754
                                                       -------                  -------
Accrued expenses:
  Employee compensation                                 86,340                   98,999
  Employee benefits                                     48,297                   47,274
  Property and other taxes                              27,608                   25,587
  Marketing costs                                       26,728                   25,273
  Other                                                102,174                  114,254
                                                       -------                  -------
                                                       291,147                  311,387
                                                       -------                  -------
                                                      $807,177                 $736,242
                                                       =======                  =======
</TABLE>

E.   INCOME TAXES:
     ------------

     Income tax expense consists of the following:

<TABLE>
<CAPTION>
                                                                 Restated           Restated
                                           ----------------  ----------------   ----------------
                                               2000                1999              1998
                                           ----------------  ----------------   ----------------
<S>                                        <C>                 <C>                <C>
Current:
  Federal                                  $ 75,852            $148,955           $119,831
  State                                      11,772              20,794             13,555
  Foreign                                    11,148               3,100               (640)
                                           --------            --------           --------
                                             98,772             172,849            132,746
                                           --------            --------           --------
Deferred:
  Federal                                     7,881              (6,148)            (6,695)
  State                                         511                (413)               531
  Foreign                                    (1,193)              2,625               (150)
                                           --------            --------           --------
                                              7,199              (3,936)            (6,314)
                                           --------            --------           --------
                                           $105,971            $168,913           $126,432
                                           ========            ========           ========
</TABLE>


     Total income tax expense varies from the amount that would be provided by
applying the U.S. federal income tax rate to earnings before income taxes. The
major reasons for this difference (expressed as a percentage of pre-tax
earnings) are as follows:

                                      F-14

<PAGE>

<TABLE>
<CAPTION>
                                                        Restated    Restated
                                               2000       1999        1998
                                              ------------------------------
<S>                                           <C>       <C>         <C>
       Federal income tax rate                 35.0%      35.0%       35.0%
       State income taxes, net
         of federal benefit                     3.2        2.8         3.0
       Settlement of federal
         audit issues                             -       (2.8)          -
       Foreign tax items                       (5.1)      (1.6)       (1.3)
       Goodwill impairment
         and amortization                       4.7        1.4         1.9
       Variable stock options and
         restricted stock expense               3.6       (0.6)        0.8
       Fair value of asset
         contributions in excess
         of tax basis                          (1.0)         -           -
       Other, net                               0.6        0.5        (0.4)
                                               ----       ----        ----
                                               41.0%      34.7%       39.0%
                                               ====       ====        ====
</TABLE>

     Management reached a settlement in 1999, with the U.S. Internal Revenue
Service ("IRS") on audit issues related to fiscal years 1989, 1990 and 1991. As
a result of that settlement, the company reduced income taxes payable and income
tax expense by $14 million or $.15 per diluted share. The IRS is currently
examining the years 1992 through 1996. In management's opinion, adequate
provisions for income taxes have been made for all years.

     Deferred income tax liabilities and assets were comprised of the following:

<TABLE>
<CAPTION>
                                                                                   Restated
                                                      December 30,               December 25,
                                                         2000                       1999
                                                 ---------------------     ---------------------
<S>                                              <C>                       <C>
       Deferred tax assets:
         Nondeductible accrued liabilities             $  112,792                $  106,589
         State tax credit carryforwards                     7,757                     9,140
         Bad debt and claims reserves                       5,321                     7,259
         Federal and state operating
          loss carryforwards                               42,885                    31,969
         Other                                              5,989                     4,213
                                                       ----------                ----------
         Gross deferred tax assets                        174,744                   159,170
         Valuation allowance                               (7,757)                   (9,140)
                                                       ----------                ----------
         Net deferred tax assets                          166,987                   150,030
                                                       ----------                ----------

       Deferred tax liabilities:
         Fixed assets                                    (102,719)                  (76,280)
         Intangible assets                                 (3,929)                  (17,901)
         Other                                             (1,703)                   (4,150)
                                                       ----------                ----------
                                                         (108,351)                  (98,331)
                                                       ----------                ----------
                                                       $   58,636                $   51,699
                                                       ==========                ==========
</TABLE>

     The net $1.4 million decrease in the valuation allowance for deferred tax
assets was the result of net state tax credits utilized. No benefit has been
recognized for these state tax credit carryforwards, most of which expire in the
years 2004 through 2008.

                                      F-15

<PAGE>

     At December 30, 2000, after considering utilization restrictions, the
company's acquired tax loss carryforwards approximated $102 million. The net
operating loss carryforwards, which are subject to utilization limitations due
to ownership changes, may be utilized to offset future taxable income as
follows: $57.2 million in 2001, $11.7 million in 2002 and $4.6 million each in
2003 through 2009 and the remainder in 2010. Loss carryforwards not utilized in
the first year that they are available may be carried over and utilized in
subsequent years, subject to their expiration provisions. These carryforwards
expire during the years 2004 through 2019.

     During the third quarter 2000, the company filed amended tax returns for
the years 1992 through 1997, claiming additional deductions plus interest. The
IRS has challenged and continues to challenge certain tax credits claimed by the
company on tax returns filed for fiscal years 1992 to date, aggregating
approximately $100 million. While the company believes it has a basis for
claiming such credits, no benefit has been reflected for financial reporting
purposes given the uncertainty of ultimate sustainability. The outcome of this
matter remains uncertain.


F.   LONG-TERM OBLIGATIONS:
     ---------------------

     Long-term obligations are summarized as follows:


<TABLE>
<CAPTION>
                                                                                 Restated
                                                      December 30,             December 25,
                                                          2000                     1999
                                                  ---------------------   ---------------------
<S>                                               <C>                     <C>
7.95% Senior Notes due 2010                            $  300,000              $        -
Revolving credit facilities                                     -                 218,327
CBFA Term Loans                                                 -                 138,125
7.45% Senior Notes due 2007                               125,000                 125,000
6.125% Senior Notes due 2006                              100,000                 100,000
7.125% Senior Notes due 2026                              100,000                 100,000
6.0% Securities due 2001                                   50,000                  50,000
12.5% CBFA Subordinated Notes due 2007                          -                  33,464
Discount on subordinated notes                                  -                  (2,655)
Present value of capital
  lease obligations                                        24,101                  26,878
Other                                                      14,969                  13,847
                                                       ----------              ----------
                                                          714,070                 802,986
Less amounts due within one year                           55,351                  13,125
                                                       ----------              ----------
                                                       $  658,719              $  789,861
                                                       ==========              ==========
</TABLE>

     CBFA had three term loans in original principal amounts of $65 million
("Term Loan A"), $70 million ("Term Loan B"), and $12 million ("Term Loan C").
Term Loans A and B were repayable in graduated quarterly installments through
2004 and 2006, respectively. Term Loan C was due in 2006. The Term Loans were at
variable interest rates based upon two options. At year-end 1999, the weighted
average interest rate on borrowings under Term Loans A, B and C was 9.6%. These
Term Loans were paid off upon IBP's acquisition of CBFA on February 7, 2000,
using available IBP debt facilities.

     CBFA had senior subordinated promissory notes (the "Subordinated Notes")
with a financial institution, which was also a CBFA stockholder. The principal
amount of the Subordinated Notes was due

                                      F-16

<PAGE>

June 30, 2007 and interest accrued at a blended rate of 12.2%. The Subordinated
Notes contained detachable warrants to purchase a total of 2.2 million shares of
Class B Common Stock. The allocation of fair values of these debt and equity
instruments resulted in debt discounts, which were being amortized to interest
expense over the term of the Subordinated Notes. These Subordinated Notes were
paid off upon IBP's acquisition of CBFA on February 7, 2000, using available IBP
debt facilities.

     On February 7, 2000, the company completed its merger with CBFA and, at the
same time, refinanced all of CBFA's various existing debt obligations, using
available IBP credit facilities that were at more favorable terms. Prepayment
premiums, accelerated amortization of unamortized deferred financing costs, and
transaction expenses totaled $22 million, before applicable income tax benefit
of $7 million, and was accounted for as an extraordinary loss in the
consolidated statement of earnings.

     On January 31, 2000, the company issued $300 million of 7.95% 10-year notes
under its $550 million Debt Securities program originally registered with the
Securities and Exchange Commission ("SEC") in 1996. This Debt Securities program
was subsequently amended and filed with the SEC on January 27, 2000. The net
proceeds, issued at a slight discount to par, were used to repay existing
borrowings under revolving credit facilities. Interest is payable semiannually.

     During the first quarter 1998, the company completed its purchase of all of
the $112 million outstanding 10.75% Senior Subordinated Notes of its wholly
owned subsidiary, Foodbrands America, Inc. ("Foodbrands"). Net prepayment
premiums, accelerated amortization of unamortized deferred financing costs, and
transaction expenses totaled $24 million, before applicable income tax benefit
of $9 million, and was accounted for as an extraordinary loss.

     The purchase of the Foodbrands obligations by IBP was funded with available
credit facilities. The portion of borrowings under IBP's revolving credit
facilities considered long-term was $218 million at December 25, 1999.

     Substantially all of the leased assets under capital leases can be
purchased by IBP at the end of the respective lease terms. Leased assets at
December 30, 2000 were comprised of $19.4 million in buildings and $12.1 million
in equipment in the consolidated balance sheets, with accumulated amortization
of approximately $12 million. Minimum lease payments under capital lease
obligations for each of the five fiscal years subsequent to 2000 are (in
millions); $5.4; $3.4; $2.2; $2.2; and $2.1. Amounts representing interest in
the above payments total $4.9.

     Aggregate maturities of long-term obligations, excluding capital leases,
for each of the five fiscal years subsequent to 2000 are (in millions): $51.0;
$1.2; $1.2; $2.7 and $1.0.

G.   STOCK PLANS:
     -----------

     Officer Long-Term Stock Plans:
     -----------------------------
     IBP has officer long-term stock plans which provide for awards to key
officers of IBP which, subject to certain restrictions, will vest generally
after five years resulting in the delivery of shares of common stock over the
one-year period following such vesting. At December 30,

                                      F-17

<PAGE>

2000, there were approximately 252,500 shares available for future awards under
the plans. The company recognized compensation expense for these plans totaling
$2.9 million, $3.1 million and $2.3 million, respectively, in 2000, 1999 and
1998.

         The status of shares under the officer long-term stock plans is
summarized as follows:

                                       Number of          Weighted Average
                                         Shares           Price per Share
                                      --------------------------------------
Balance, December 27, 1997               602.6                $20.48
  Granted                                 48.8                 23.94
  Delivered                                  -                     -
  Forfeited                               (9.3)                21.48
                                      --------------------------------------
Balance, December 26, 1998               642.1                 20.54
  Granted                                 61.7                 22.49
  Delivered                              (86.9)                15.12
  Forfeited                               (6.9)                25.38
                                      --------------------------------------
Balance, December 25, 1999               610.0                 21.84
  Granted                                342.1                 17.03
  Delivered                             (192.6)                21.70
  Forfeited                              (12.0)                25.48
                                      --------------------------------------
Balance, December 30, 2000               747.5                $19.89
                                      --------------------------------------

         Stock Option Plans:
         ------------------
         IBP has stock option plans under which incentive and non qualified
stock options may be granted to key employees and directors of IBP and its
subsidiaries. As of December 30, 2000, the plans provided for the delivery of up
to 6.9 million shares of common stock upon exercise of options granted at no
less than the market value of the shares on the effective date of grant. An
additional 0.4 million options granted in 1998 were non-qualified
("non-qualifying options") based upon differences in market price on the
effective date and issuance date. The expense recorded for the non-qualifying
options was less than $1 million in each of the years 2000, 1999 and 1998.

         The company's stock option plan grants officers additional bonus
options if the original options are exercised. The original officer options are
generally issued at market price at the date of the grant, vest over a five-year
period and have a ten-year term. The bonus options are issued at market price at
the date the bonus options are granted and are exercisable after two years,
provided the shares acquired with the original options are still owned by the
officer. As a result of the bonus options feature, variable plan accounting is
appropriate for the options granted under these provisions. Compensation expense
for the original options is recorded over the vesting period based on the
difference between the market value and the exercise price at the end of each
period. Compensation expense related to the bonus options is recorded based on
the market value and the exercise prices over the vesting period from the date
vesting becomes probable, to the date the bonus options are vested and
exercisable. Compensation charges (credits) related to these options under
variable plan accounting were $11,336, $(11,991) and $10,968 in 2000, 1999, and
1998 respectively.

         All options may be granted for terms up to but not exceeding ten years
and are generally fully vested after five years from the date

                                      F-18

<PAGE>

granted. At December 30, 2000 and December 25, 1999, there were 2.0 million and
2.7 million options, respectively, reserved for future grants.

     The company follows the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS No. 123"). Accordingly, no compensation cost has been
recognized for the stock option plans under that standard. Had compensation cost
for IBP's stock option plans been determined based on the fair value at the
grant date for awards in 2000, 1999 and 1998 consistent with the provisions of
SFAS No. 123, IBP's net earnings and earnings per share would have been reduced
to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                            Restated             Restated
                                                         2000                 1999                 1998
                                                      ----------         -------------         -------------
<S>                                                   <C>                  <C>                  <C>
Net earnings - as reported                             $135,187             $317,867             $183,152
Net earnings - pro forma                                142,582              303,725              190,056
Earnings per share - as reported                           1.25                 3.26                 1.87
Earnings per share - pro forma                             1.32                 3.12                 1.94
Earnings per diluted share - as reported                   1.24                 2.96                 1.72
Earnings per diluted share - pro forma                     1.31                 2.82                 1.78
</TABLE>

     The weighted average fair values at date of grant for options granted at
market value during 2000, 1999 and 1998 were $5.19, $7.53 and $7.29 per option
respectively. The weighted-average fair value for the non-qualifying options
granted in 1998 was $13.15 per option. The fair value of each option was
estimated on the date of grant using the Black-Scholes option-pricing model with
the following weighted-average assumptions for options granted in 2000, 1999 and
1998:

<TABLE>
<CAPTION>
                                                         2000                 1999                 1998
                                                      ----------         ------------          ------------
<S>                                                   <C>                  <C>                  <C>
Expected option life                                    6 years             6 years              6 years
Expected annual volatility                                28%                  26%                  26%
Risk-free interest rate                                  5.9%                 5.8%                 4.7%
Dividend yield                                           0.4%                 0.4%                 0.4%
</TABLE>

The status of stock options under the plans is summarized as follows:

<TABLE>
<CAPTION>
                                             Number of         Weighted Average            Options
                                              Shares            Price Per Share          Exercisable
                                           ------------     ---------------------      ----------------
<S>                                         <C>              <C>                       <C>
Balance at
 December 27, 1997                           4,125.2               $17.85                   1,846.3
  Granted at market value                      208.7                21.37
  Granted at a price below market value        434.2                16.56
  Exercised                                   (320.1)               11.44
  Canceled                                    (199.4)               21.64
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      F-19

<PAGE>

<TABLE>
<CAPTION>
                                        Number of               Weighted Average                Options
                                         Shares                  Price Per Share              Exercisable
                                      -------------         ------------------------       --------------------
<S>                                   <C>                   <C>                            <C>
Balance at
 December 26, 1998                      4,248.6                   $18.20                        2,230.9
  Granted                                 651.0                    20.63
  Exercised                              (290.9)                   10.64
  Canceled                               (179.0)                   21.65
- -------------------------------------------------------------------------------------------------------------------
Balance at
 December 25, 1999                      4,429.7                   $18.92                        2,543.7
  Granted                               1,028.9                    13.96
  Exercised                              (199.0)                   11.42
  Canceled                               (368.0)                   19.83
- -------------------------------------------------------------------------------------------------------------------
Balance at
 December 30, 2000                      4,891.6                   $18.13                        2,687.2

</TABLE>

     The following table summarizes information about stock options outstanding
at December 30, 2000:

<TABLE>
<CAPTION>
                                       Number                    Weighted Average
      Range of                      Outstanding                     Remaining                   Weighted Average
 Exercisable Prices                At 12/30/2000                Contractual Life                 Exercise Price
- -------------------------      --------------------------   ------------------------------  ------------------------------
<S>                            <C>                          <C>                             <C>
  $ 6.75 to 15.99                       1,649.2                      5.9 years                         $12.23
   16.00 to 25.99                       3,154.4                      6.3 years                          20.94
   26.00 to 33.00                          88.0                      6.2 years                          28.07
 -------------------------------------------------------------------------------------------------------------------------
  $ 6.75 to 33.00                       4,891.6                      6.3 years                         $18.13
</TABLE>

<TABLE>
<CAPTION>
                                           Number
      Range of                           Exercisable                   Weighted Average
 Exercisable Prices                     At 12/30/2000                   Exercise Price
- ---------------------------------  -------------------------------  -------------------------------
<S>                                <C>                              <C>
   $ 6.75 to 15.99                         808.1                           $11.07
    16.00 to 25.99                       1,819.4                            21.68
    26.00 to 33.00                          59.7                            28.16
- ---------------------------------------------------------------------------------------------------
   $ 6.75 to 33.00                       2,687.2                           $18.64
</TABLE>

     Shares of common stock to be delivered for approximately 0.4 million
options under the stock option plans must come from previously issued shares.
All other shares of stock to be delivered pursuant to the stock option plans and
the officer long-term stock plans may alternatively come from previously
authorized but unissued common stock.

     The company, by virtue of its acquisition of CBFA, has a restricted stock
plan. During the third quarter 2000, the participants of this plan voluntarily
relinquished their rights to put the stock back to the company. Prior to the
relinquishments, the plan was accounted for as a "variable plan" in accordance
with APB Opinion #25 and classified as redeemable stock in the accompanying
consolidated balance sheet. Following the relinquishments, the plan became a
"fixed plan" and the redeemable stock was reclassified to equity and deferred
compensation liability in the accompanying balance sheet. The company recorded
compensation expense of $26.7 million, $2.3 million and $0.7 million related to
these grants in fiscal 2000, 1999 and 1998, respectively. Approximately 1.2
million shares were granted in 1997 and 0.8 million shares were granted in
fiscal 1999. Approximately 1.6 million shares outstanding under the restricted
stock plan were vested during 2000 and delivered. At December 30, 2000, there
were approximately 0.4 million shares unvested under the restricted stock plan.
The remaining 0.4 million unvested shares will vest no later than 8 years
following the

                                      F-20

<PAGE>

grant date, based on a combination of performance-based and time-based criteria.

H.   SUPPLEMENTAL CASH FLOW INFORMATION:
     ----------------------------------

     Supplemental information on cash payments is presented as follows:

                                              2000           1999         1998
                                          -------------  -------------- --------
   Interest, net of amounts capitalized     $ 82,566       $ 65,137     $ 62,598
   Income taxes                              154,194        197,235       76,364

I.   FINANCIAL INSTRUMENTS:
     ---------------------

     The company monitors the risk of default by its financial instrument
counterparties, all of which are major financial institutions, and does not
anticipate nonperformance.

     Interest and Currency Rate Derivatives:
     --------------------------------------
     The company's policy is to manage interest cost using a mix of fixed and
variable rate debt. To manage this mix in a cost-effective manner, the company
may enter into interest rate swaps in which the company agrees to exchange, at
specified intervals, the difference between fixed and variable interest amounts
calculated by reference to an agreed-upon notional principal amount. These
interest rate swaps effectively convert a portion of the company's fixed-rate
debt to variable-rate debt, or vice versa.

     The notional amounts of these swap agreements were $350 million at year-end
2000 and $50 million at year-end 1999. The notional amounts of these and other
derivative instruments do not represent assets or liabilities of the company
but, rather, are the basis for the settlements under the contract terms. The
swaps were completely liquidated in early January 2001 for cash proceeds of $31
million. Under FAS 133, the offsetting adjustment previously recorded to the
hedged debt will be amortized as a credit to interest expense over the debt
lives through 2010.

     The company's Canadian subsidiary enters into currency futures contracts to
hedge its exposures on receivables, live cattle and purchase commitments in
foreign currencies. At December 30, 2000, the company had outstanding contracts
to buy Canadian dollars totaling CDN$136 million at various dates through 2001.
Comparable outstanding contracts at year-end 1999 totaled CDN$96 million. The
company also had outstanding contracts at year-ends 2000 and 1999 to sell $20
million U.S. dollars at various dates, to hedge its receivables denominated in
U.S. dollars.

     Commodity Derivatives:
     ---------------------
     The company uses commodity futures contracts to hedge its forward livestock
purchases, which, in 2000, accounted for approximately 8% of its livestock
purchases. At December 30, 2000, the company had outstanding approximately 3,800
contracts to buy fed cattle and hogs and 8,200 contracts to sell fed cattle and
hogs. Total commodity hedging gains/(losses) totaled $(19,544), $11,047 and
$23,108 in 2000, 1999 and 1998, respectively. Hedging losses deferred on the
balance sheet at December 30, 2000 totaled $(3,777).

     Fair Value of Financial Instruments:
     -----------------------------------
     The following methods and assumptions are used in estimating the

                                      F-21

<PAGE>

fair value of each class of the company's financial instruments at December 30,
2000:

     For cash equivalents, accounts receivable, notes payable and accounts
payable, the carrying amount is a reasonable estimate of fair value because of
the short-term nature of these instruments.

     For securities included in other assets, fair value is based upon quoted
market prices for these or similar securities. The carrying amount approximates
fair value for these securities. Life insurance contracts are carried at fair
value.

     For long-term debt, fair value was determined using valuation techniques
that considered cash flows discounted at current market rates and management's
best estimate for instruments without quoted market prices. At year-end 2000,
the carrying value exceeded the fair value by $65 million. At year-end 1999, the
fair value exceeded the carrying value by $14 million. The company's long-term
debt is generally not callable until maturity, except for the 7.125% Senior
Notes due 2026, subject to prepayment premiums.

     For derivatives, the fair value was estimated using termination cash
values. The fair value of interest rate swap agreements at December 30, 2000,
was $26 million and of currency rate derivatives was $2 million. For commodity
derivatives, the fair value at year-end 2000 included positive values of $4
million and negative values of $10 million.

J.   PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS:
     ----------------------------------------------

     IBP's subsidiary, Foodbrands America, Inc. ("Foodbrands"), has defined
benefit pension plans at three of its facilities. Foodbrands also provides life
insurance and medical benefits for substantially all retired hourly and salaried
employees of one of its subsidiaries under various defined benefit plans.

<TABLE>
<CAPTION>
                                                             Pension Benefits                    Other Benefits
                                                    ----------------------------------  ---------------------------------
                                                         2000              1999              2000             1999
                                                    ----------------  ----------------  ---------------  ----------------
<S>                                                 <C>               <C>               <C>              <C>
Change in benefit obligation:
Benefit obligation at beginning of year                $ 65,916          $ 70,921          $ 63,652         $ 68,851
Service cost                                                566               568               222              221
Interest cost                                             4,858             4,690             4,694            4,452
Actuarial (gain) loss                                       768            (3,979)            1,848           (4,634)
Benefits paid                                            (6,195)           (6,284)           (6,685)          (5,938)
                                                       --------          --------          --------         --------

Benefit obligation at end of year                        65,913            65,916            63,731           62,952
                                                       --------          --------          --------         --------

Change in plan assets:
Fair value of plan assets at beginning of year           70,019            66,737                22                5
Actual return on plan assets                             (1,065)            9,378                 1                1
Employer contribution                                       626               188             6,692            5,954
Benefits paid                                            (6,195)           (6,284)           (6,685)          (5,938)
                                                       --------          --------          --------         --------

Fair value of plan assets at end of year                 63,385            70,019                30               22
                                                       --------          --------          --------         --------
</TABLE>

                                      F-22

<PAGE>

<TABLE>
<CAPTION>
                                                  Pension Benefits          Other Benefits
                                                --------------------     ---------------------
                                                 2000         1999         2000         1999
                                               --------     --------     --------     --------
<S>                                            <C>          <C>          <C>          <C>
Funded status                                    (2,528)       4,103      (63,701)     (62,930)
Unrecognized net actuarial (gain)
 loss                                             3,569       (3,967)      (1,791)      (3,775)
Unrecognized prior service cost                      --           --          663          711
                                               --------     --------     --------     --------
Net amount recognized                          $  1,041     $    136     $(64,829)    $(65,994)
                                               ========     ========     ========     ========
Amounts recognized in the statement
 of financial position consist of:
Prepaid benefit cost                           $  1,434     $  1,040     $     --     $     --
Accrued benefit liability                          (393)        (904)     (64,829)     (65,994)
                                               --------     --------     --------     --------
Net amount recognized                          $  1,041     $    136     $(64,829)    $(65,994)
                                               ========     ========     ========     ========

Weighted-average assumptions as of year end:
Discount rate                                      7.50%        7.75%        7.50%        7.75%
Expected return on plan assets                     8.50%        8.50%         n/a          n/a
</TABLE>

         For measurement purposes, an 8.0% annual rate of increase in the per
capita claims cost of covered health care benefits and a 6.0% annual rate of
increase in the per capita claims costs of covered dental benefits were assumed
for 2000. Health care rates were assumed to decrease gradually to 5.5% by 2005
and dental rates were assumed to decrease gradually to 4.0% by 2002.

Components of net periodic benefit cost:

  Pension benefits

                                     2000       1999       1998
                                   -------    -------    -------
  Service cost                     $   566    $   568    $   473
  Interest cost                      4,858      4,690      4,787
  Expected return on plan assets    (5,704)    (5,578)    (5,501)
                                   -------    -------    -------

  Net periodic (benefit) cost      $  (280)   $  (320)   $  (241)
                                   =======    =======    =======


  Other benefits

                                    2000        1999       1998
                                   ------      ------     ------
  Service cost                     $  222      $  236     $  253
  Interest cost                     4,694       4,499      4,853
  Expected return on plan assets       --          --          7
                                   ------      ------     ------

  Net periodic cost                $4,916      $4,735     $5,113
                                   ======      ======     ======

         The projected benefit obligation, accumulated benefit obligation, and
fair value of plan assets for the pension plans with accumulated benefit
obligations in excess of plan assets were $59,697, $59,697 and $56,132,
respectively, as of December 30, 2000 and $518, $518, and $489, respectively, as
of December 25, 1999.

         Assumed health care cost trend rates have a significant effect on the
amounts reported for the health care plan. A one-percentage-point change in
assumed health care cost trend rates would have the following effects:

                                      F-23

<PAGE>

                                             1-percentage-       1-percentage-
                                            Point Increase      Point Decrease
                                          ------------------  ------------------

      Effect on total of service and
       interest cost components for 2000        $  87               $ (83)
      Effect on year-end postretirement
       benefit obligation                       $ 959               $(918)


K. EARNINGS PER SHARE:
   ------------------

                                                        Fiscal Year
                                           -----------------------------------
                                                         Restated     Restated
                                              2000         1999         1998
                                           ---------    ---------    ---------
Numerator:
 Earnings before accounting change
  and extraordinary item                   $ 152,653    $ 317,867    $ 197,967
 Preferred stock dividends and accretion      (2,566)      (2,774)      (2,041)
                                           ---------    ---------    ---------
 Earnings before accounting change and
  extraordinary item available for
  common shares                              150,087      315,093      195,926
 Accounting change                            (2,429)          --           --
 Extraordinary item                          (15,037)          --      (14,815)
                                           ---------    ---------    ---------
 Earnings available for common shares      $ 132,621    $ 315,093    $ 181,111
                                           =========    =========    =========

Denominator:
 Weighted average common shares
  outstanding                                105,806       96,586       96,774
 Dilutive effect of employee stock plans       1,270       10,015        8,518
                                           ---------    ---------    ---------
 Diluted average common shares               107,076      106,601      105,292
                                           =========    =========    =========

 Basic earnings before accounting change
  and extraordinary item per common
  share                                    $    1.41    $    3.26    $    2.02
                                           =========    =========    =========
 Diluted earnings before accounting
  change and extraordinary item per
  common share                             $    1.40    $    2.96    $    1.86
                                           =========    =========    =========

         The summary below lists stock options outstanding at the end of the
fiscal years which were not included in the computations of diluted EPS because
the options' exercise price was greater than the average market price of the
common shares. These options had varying expiration dates.

                                                Restated  Restated
                                         2000     1999      1998
                                       -------- --------  --------
     Stock options excluded from
      Diluted EPS computation           1,391     1,552       120

     Average option price per share    $24.71    $24.72    $27.28

L.   ACQUISITIONS:
     -------------

         On May 8, 1998, the company acquired substantially all of the operating
assets of Jac Pac Foods, Ltd ("Jac Pac"). Jac Pac, with facilities in New
Hampshire and Nebraska, produces and sells high quality, value-added beef
products to a broad base of food service companies, restaurants and
supermarkets. The purchase price consisted of $58.6 million, including
liabilities assumed of $23.8 million. The excess of the purchase price over the
fair value of net assets acquired resulted in goodwill of $16.8 million.

                                      F-24

<PAGE>

         On July 17, 1998, the company acquired the stock of Jordan's Meats.
Jordan's Meats manufactures and sells a complete line of processed meat
products to leading retailers and food service distributors primarily in New
England but also throughout the United States. The purchase price totaled $84.6
million, including $11.1 million of liabilities assumed. The excess of the
purchase price over the fair value of net assets acquired resulted in goodwill
of $63.7 million.

         The company, through a special acquisition subsidiary, purchased the
assets of the appetizer division of Diversified Foods Group, L.L.C. ("DFG"), on
October 18, 1998. The Chicago, Illinois-based division, which includes a
production plant in Chicago and another in Newark, New Jersey, was acquired for
a purchase price of $91.6 million, which included liabilities assumed of $15.2
million. Goodwill recorded for the excess of the purchase price over the value
of net assets acquired totaled $65.5 million. Additional consideration of up to
$40 million is provided under the amended DFG purchase agreement contingent on
meeting specified earnings targets through 2001. The company made a $7.8 million
contingent payment in the second quarter 2000 which was initially recorded as a
purchase price adjustment based on incorrect 1999 fiscal earnings for DFG. See
Note T for details regarding impairment charges related to DFG.

         The company acquired Zemco Industries, Inc., the owner of Russer Foods
on April 8, 1999. Russer Foods, based in Buffalo, New York, produces and markets
a variety of premium deli meats. The purchase price totaled $170.5 million,
including assumed liabilities of $19.2 million. The allocation of the purchase
price over the fair value of assets acquired resulted in goodwill of $110.3
million.

         On April 12, 1999, the company acquired the outstanding stock of H&M
Food Systems Company, Inc. ("H&M"), a producer of custom-formulated pre-cooked
meat products and prepared foods with two plants in Texas. The purchase price
was $134.5 million, including assumed liabilities of $12.6 million. The excess
of the purchase price over the fair value of the net assets acquired resulted in
goodwill of $75.7 million.

         On June 28, 1999, the company purchased Wilton Foods, Inc. (Wilton) for
$19.1 million, including assumed liabilities of $5.2 million. Wilton, a leading
producer of hors d'oeuvres, appetizer, premium kosher meals and prepared foods,
is operated under DFG. The excess of the aggregate purchase price over fair
value of identifiable assets and liabilities acquired of approximately $13.1
million was recognized as goodwill. The DFG purchase agreement was amended upon
the acquisition of Wilton to include Wilton's results in the contingent
consideration calculation provided by the DFG purchase agreement, as described
above.

         On August 23, 1999, IBP, through its IBP Foods, Inc. subsidiary,
purchased substantially all of the operating assets of Thorn Apple Valley, Inc.
("TAVI"), a further processor of pork and poultry products, which had been
involved in bankruptcy proceedings. The purchase price for the TAVI net assets
totaled $109.9 million, which included liabilities assumed of $2.3 million.
There were no intangible assets or goodwill recorded in connection with this
acquisition.

         On December 1, 1999, the company acquired substantially all of the
operating assets of Wright Brand Foods, Inc. ("WBF"), a Vernon, Texas based
processor of high quality bacon products, for $116.5 million, which

                                      F-25

<PAGE>

included liabilities assumed of $8.7 million. The excess of the purchase price
over the fair value of the net assets acquired of $59.9 million was recognized
as goodwill.

         All of the consideration for the above acquisitions was in cash and all
were accounted for by the purchase method of accounting. Accordingly, the
accompanying consolidated statements of operations include the results from the
respective dates of each acquisition. Goodwill under these acquisitions is being
amortized on a straight-line basis over forty years. In addition, the company
identified and recorded $25 million in other intangible assets, primarily
registered trademarks, associated with the acquisitions. These other intangible
assets are being amortized over their useful lives, generally ten to twenty
years.

         The following pro forma financial information assumes the above
businesses were acquired at the beginning of 1998. These results have been
prepared for comparative purposes only and do not purport to be indicative of
what would have occurred had the assets been acquired at the beginning of 1998,
or of the results which may occur in the future. The pro forma results do not
include TAVI's discontinued fresh pork operation which IBP did not purchase.
However, the pro forma results do include significant TAVI nonrecurring charges
related to goodwill and asset impairments, Russian credit losses, product
recalls and bankruptcy-related legal and financing expenses.

<TABLE>
<CAPTION>

                                                               Fiscal Year Ended
                                                     -------------------------------------
                                                        Restated              Restated
                                                        Dec. 25,              Dec. 26,
                                                          1999                  1998
                                                     -------------------------------------
                                                                 (unaudited)
<S>                                                  <C>                    <C>
         Net sales                                    $15,565,597           $14,636,273
         Earnings from operations                         525,922               424,671
         Earnings before extraordinary item               261,663               211,915
         Net earnings                                     261,663               197,100
         Earnings per diluted share:
          Earnings before extraordinary item          $      2.43           $      1.99
          Net earnings                                       2.43                  1.85
</TABLE>


         Corporate Brand Foods America
         -----------------------------

         On February 7, 2000, the company acquired Corporate Brand Foods
America, Inc. ("CBFA"), a privately held processor and marketer of meat and
poultry products for the retail and foodservice markets. In the transaction,
accounted for as a pooling of interests, IBP issued 14.4 million common shares
for all of the outstanding stock of CBFA. The company also assumed $316 million
of CBFA's debt and $28 million of preferred stock obligations.

         IBP had product sales to CBFA in IBP's fiscal years ended December 25,
1999 and December 26, 1998, totaling $65 million and $53 million, respectively.
The effects of conforming CBFA's accounting policies to those of IBP were not
material.

         Prior to the merger, CBFA's fiscal year ended on the Sunday closest to
the last day of February. The following information presents certain statement
of earnings data for the separate companies preceding the merger, based on
fiscal year periods that coincide with the company's fiscal years:

                                     F-26

<PAGE>


                                                  Fiscal Year
                                         ------------------------------
                                           Restated        Restated
                                             1999            1998
                                         ------------------------------

         Net sales:
         IBP, as previously reported     $14,551,549     $12,848,635
         Intercompany sales to CBFA          (64,804)        (52,782)
                                          ----------      ----------

         Net IBP sales                   $14,486,745     $12,795,853
         CBFA                                634,944         480,855
                                          ----------      ----------
                                         $15,121,689     $13,734,773
                                          ==========      ==========

         Net earnings:
         IBP                             $   314,464     $   180,184
         CBFA                                  3,403           2,968
                                          ----------      ----------
                                         $   317,867     $   183,152
                                          ==========      ==========
M. BUSINESS SEGMENTS:
   ------------------

         Segment information has been prepared in accordance with FASB
Statement of Financial Accounting Standards (SFAS) No. 131, "Disclosures about
Segments of an Enterprise and Related Information." Performance of the segments
is evaluated on earnings from operations.

         The Beef Carcass segment is involved in the slaughter of live fed
cattle, reducing them to dressed carcasses and allied products for sales to
further processors. At least 87% of Beef Carcass sales were to other IBP
segments, chiefly to Beef Processing in 2000, 1999 and 1998. The Beef Carcass
segment also markets its allied products to manufacturers of pharmaceuticals and
animal feeds.

         The Beef Processing segment is primarily involved in fabrication of
dressed beef carcasses into primals and sub-primal meat cuts.

         The Pork segment is involved in hog slaughter and fabrication and
related allied product processing activities.

         The Beef Processing and Pork segments market their products to food
retailers, distributors, wholesalers, restaurants and hotel chains and other
food processors in domestic and international markets. The Pork segment also
sells allied products to pharmaceutical and animal feeds manufacturers.

         The Foodbrands America segment consists of several IBP subsidiaries,
principally Foodbrands America, Inc., The Bruss Company, and IBP Foods, Inc. The
Foodbrands America group produces, markets and distributes a variety of frozen
and refrigerated products to the "away from home" food preparation market,
including pizza toppings and crusts, value-added pork-based products, ethnic
specialty foods, appetizers, soups, sauces and side dishes as well as deli meats
and processed beef, pork and poultry products. The Foodbrands America segment
also produces portion-controlled premium beef and pork products for sale to
restaurants and foodservice customers in domestic and international markets.

         The All Other segment includes several businesses that do not
constitute reportable business segments. These businesses primarily include the
company's logistics operations, its Lakeside Farm Industries, Ltd. subsidiary
(Canadian beef slaughter and fabrication operation and

                                      F-27

<PAGE>

cattle feedlot), its cow boning operations, its hide curing and tanning
operations, and its newly formed Fresh Meats Case Ready operations.

         Corporate includes various unallocated corporate items not attributable
to the company's operating segments. The principal items in this caption are
unallocated goodwill amortization and variable stock options expense (credits).

         Intersegment sales have been recorded at amounts approximating market.
Earnings from operations are comprised of net sales less all identifiable
operating expenses, allocated corporate selling, general and administrative
expenses, and goodwill amortization. Allocable corporate costs are allocated
generally based on sales. Net interest expense and income taxes have been
excluded from segment operations.

         The Foodbrands America segment's earnings from operations for 2000 were
impacted by $108 million in non-recurring charges: $31 million in merger-related
expenses; an $11 million bad debt expense; and $66 million in asset impairment
charges.

                                      F-28

<PAGE>

<TABLE>
<CAPTION>
                                                                  Restated                Restated
NET SALES                                  2000                     1999                    1998
                                       ------------             ------------            ------------
<S>                                    <C>                      <C>                     <C>
Sales to unaffiliated customers:
 Beef Carcass                          $  1,146,790             $  1,000,728            $  1,017,470
 Beef Processing                          8,157,245                7,641,552               7,133,083
 Pork                                     2,371,725                2,177,513               2,208,473
 Foodbrands America                       3,264,326                2,503,942               1,742,158
 All Other                                2,009,522                1,797,954               1,633,589
                                       ------------             ------------            ------------
                                       $ 16,949,608             $ 15,121,689            $ 13,734,773
                                       ============             ============            ============

Intersegment sales:
 Beef Carcass                          $  7,986,737             $  7,293,431            $  6,942,784
 Beef Processing                            297,112                  266,348                 249,635
 Pork                                       540,100                  360,030                 248,884
 All Other                                  468,283                  472,961                 474,270
 Intersegment elimination                (9,292,232)              (8,392,770)             (7,915,573)
                                       ------------             ------------            ------------
                                       $          -             $          -            $          -
                                       ============             ============            ============

Net sales:
 Beef Carcass                          $  9,133,527             $  8,294,159            $  7,960,254
 Beef Processing                          8,454,357                7,907,900               7,382,718
 Pork                                     2,911,825                2,537,543               2,457,357
 Foodbrands America                       3,264,326                2,503,942               1,742,158
 All Other                                2,477,805                2,270,914               2,107,859
 Intersegment elimination                (9,292,232)              (8,392,769)             (7,915,573)
                                       ------------             ------------            ------------
                                       $ 16,949,608             $ 15,121,689            $ 13,734,773
                                       ============             ============            ============

EARNINGS FROM OPERATIONS
 Beef Carcass                          $    142,283             $     91,513            $    124,322
 Beef Processing                            108,150                  163,656                   1,651
 Pork                                        69,603                  151,689                 119,838
 Foodbrands America                         (60,169)                 102,370                  98,708
 All Other                                  112,639                   46,730                  72,536
                                       ------------             ------------            ------------
   Earnings from segments                   372,506                  555,958                 417,055
 Corporate                                  (25,624)                  (1,362)                (35,085)
                                       ------------             ------------            ------------
 Total earnings from operations             346,882                  554,596                 381,970

 Net interest expense                       (88,258)                 (67,816)                (57,571)
                                       ------------             ------------            ------------
 Earnings before income taxes
  and extraordinary item               $    258,624             $    486,780            $    324,399
                                       ============             ============            ============

ACCOUNTS RECEIVABLE

 Beef Carcass                          $     50,075             $     53,958            $     44,554
 Beef Processing                            174,865                  267,216                 224,409
 Pork                                       114,933                  178,640                 115,150
 Foodbrands America                         192,191                  203,089                 120,150
 All Other                                   99,791                  101,272                 103,373
                                       ------------             ------------            ------------
  Accounts receivable from                  631,855                  804,175                 607,636
  segments
 Corporate                                   41,630                   45,504                  27,579
                                       ------------             ------------            ------------
                                       $    673,485             $    849,679            $    635,215
                                       ============             ============            ============
</TABLE>

                                      F-29

<PAGE>

<TABLE>
<CAPTION>
GEOGRAPHIC LOCATION OF PROPERTY,
 PLANT AND LONG-LIVED EQUIPMENT, NET                            Restated       Restated
                                                    2000          1999           1998
                                                 -----------   -----------   -----------
<S>                                              <C>           <C>           <C>
 United States                                   $ 1,552,427   $ 1,280,386   $ 1,081,234
 Canada                                               78,347        82,379        76,938
                                                 -----------   -----------   -----------
                                                 $ 1,630,774   $ 1,362,765   $ 1,158,172
                                                 ===========   ===========   ===========

ADDITIONS TO PROPERTY, PLANT
 AND EQUIPMENT, INCLUDING
 ACQUISITIONS

 Beef Carcass                                    $    24,832   $    28,110   $    18,290
 Beef Processing                                      54,923        18,254         6,990
 Pork                                                 16,060        16,199        30,676
 Foodbrands America                                  184,015       604,270       248,351
 All Other                                           160,177        46,368        65,372
                                                 -----------   -----------   -----------
                                                 $   440,007   $   713,201   $   369,679
                                                 ===========   ===========   ===========

DEPRECIATION AND AMORTIZATION
 Of fixed assets:

  Beef Carcass                                   $    18,549   $    17,157   $    16,846
  Beef Processing                                     16,576        14,399        14,084
  Pork                                                18,676        19,551        18,779
  Foodbrands America                                  65,703        51,291        37,544
  All Other                                           25,872        21,831        21,706
                                                 -----------   -----------   -----------
    Total of segments                                145,376       124,229       108,959
  Corporate                                            1,340         1,286         1,290
                                                 -----------   -----------   -----------
 Total                                           $   146,716   $   125,515   $   110,249
                                                 ===========   ===========   ===========
 Of intangible assets:
  Foodbrands America                             $    26,798   $    22,606   $    16,629
  All Other                                            1,086           997         3,362
                                                 -----------   -----------   -----------
    Total of segments                                 27,884        23,603        19,991
 Corporate                                             7,560         7,560         8,933
                                                 -----------   -----------   -----------
 Total                                           $    35,444   $    31,163   $    28,924
                                                 ===========   ===========   ===========

NET SALES BY GEOGRAPHIC LOCATION OF CUSTOMERS


 United States                                   $14,345,182   $12,846,936   $11,724,073
 Japan                                             1,028,222       898,464       840,219
 Canada                                              566,792       512,685       424,057
 Korea                                               295,660       237,492       142,863
 Mexico                                              266,804       206,994       187,048
 Other foreign countries                             446,948       419,118       416,513
                                                 -----------   -----------   -----------
                                                 $16,949,608   $15,121,689   $13,734,773
                                                 ===========   ===========   ===========
</TABLE>

N.      COMMITMENTS:
        -----------

        The company leases various facilities and equipment under noncancelable
operating lease arrangements that expire at various dates through the year 2014.
The company's rental expense for all operating leases was (in millions) $39.4;
$27.0; and $23.9 for fiscal years 2000, 1999 and 1998. Future minimum lease
payments under noncancelable operating leases with lease terms in excess of one
year at December 30, 2000 are as follows:

                                      F-30

<PAGE>
<TABLE>
<CAPTION>
                                      Minimum
                                       Lease        Sublease
                                      Payments       Rentals         Net
                                     -----------    ----------   ------------
<S>                                  <C>            <C>          <C>
      2001                             $20,733       $   862       $19,871
      2002                              14,081           863        13,218
      2003                              11,465           862        10,603
      2004                               7,462           863         6,599
      2005                               5,994           862         5,132
      Thereafter                        31,962         1,437        30,525
                                       -------       -------       -------
      Total                            $91,697       $ 5,749       $85,948
                                       =======       =======       =======
</TABLE>



         The company had livestock and other purchase commitments, letters of
credit, and other commitments and guarantees at December 30, 2000 aggregating
approximately $460 million. Livestock purchase commitments were at a market or
market-derived price at the time of delivery or were fully hedged if the price
was determined at an earlier date.

         In addition to the livestock purchase commitments above, the company is
committed to purchase approximately 25 million market hogs between 2001 and 2009
at market-derived prices under various contracts with producers. Contractual
commitments for the next five years average approximately 5 million hogs
annually, which represents approximately 21% of IBP's current annual production
capacity.

O.       CONTINGENCIES:
         -------------

         IBP is involved in numerous disputes incident to the ordinary course of
its business. While the outcome of any litigation is not predictable with
certainty, or subject to the company's control, management believes that any
liability for which provision has not been made relative to the various
lawsuits, claims and administrative proceedings pending against IBP, including
those described below, is not likely to have a material adverse effect on its
future consolidated results of operations, financial position or liquidity.

         In July 1996, a lawsuit was filed against IBP by certain cattle
producers in the U.S. District Court, Middle District of Alabama, seeking
certification of a class of all cattle producers. The complaint alleges that IBP
has used its market power and alleged "captive supply" agreements to reduce the
prices paid to producers for cattle. Plaintiffs have disclosed that, in addition
to declaratory relief, they seek actual and punitive damages. The original
motion for class certification was denied by the District Court; plaintiffs then
amended their motion, defining a narrower class consisting of only those cattle
producers who sold cattle directly to IBP from 1994 through the date of
certification. The District Court approved this narrower class in April 1999.
The 11th Circuit Court of Appeals reversed the District Court decision to
certify a class, on the basis that there were inherent conflicts amongst class
members preventing the named plaintiffs from providing adequate representation
to the class. The plaintiffs then filed pleadings seeking to certify an amended
class. The Court denied the plaintiffs' motion on October 17, 2000. Plaintiffs
have sought reconsideration of the judge's denial or, in the alternative, to
certify a new class. This motion, as well as the company's motions for summary
judgment on both liabilities and damages, is now pending. Management continues
to believe that the company has acted properly and lawfully in its dealings with
cattle producers.

                                      F-31

<PAGE>

     On January 12, 2000, The United States Department of Justice ("DOJ"), on
behalf of the Environmental Protection Agency ("EPA"), filed a lawsuit against
IBP in U.S. District Court for the District of Nebraska, alleging violations of
various environmental laws at IBP's Dakota City facility. This action alleges,
among other things, violations of: (1) the Clean Air Act; (2) the Clean Water
Act; (3) the Resource, Conservation and Recovery Act; (4) the Comprehensive
Environmental Response Compensation and Liability Act ("CERCLA"); and (5) the
Emergency Planning and Community Right to Know Act ("EPCRA"). This action seeks
injunctive relief to remedy alleged violations and damages of $25,000 per
violation per day for alleged violations which occurred prior to January 30,
1997, and $27,500 per violation per day for alleged violations after that date.
The Complaint alleges that some violations began to occur as early as 1989,
although the great majority of the violations are alleged to have occurred much
later, and continue into the present. The company determined to reserve $3.5
million during 1999 for the claims raised in this lawsuit based upon the
evaluation of a confidential settlement demand received from the DOJ, and review
and evaluation of the resolution of comparable claims, in light of the company's
assessment of the facts as known to the company in light of the legal theories
advanced by the DOJ. On the same basis, the company believes the range of
exposure is between $3.5 million and $15.9 million, though is unable to predict
with accuracy the ultimate resolution in this matter due to risks and
uncertainties that make such an evaluation difficult at this time. The company
believes it has meritorious defenses on each of these allegations and intends to
aggressively defend these claims.

     On May 19, 2000, IBP signed a Partial Consent Decree with the EPA that
makes environmental improvements that were already underway at IBP's Dakota
City, Nebraska facility federally enforceable. Although this Partial Consent
Decree does not purport to resolve all of the allegations in the Complaint, if
EPA were to prevail in court on certain of its factual allegations, these
improvements may satisfy part of the injunctive relief sought by EPA under the
Complaint. EPA has acknowledged that final injunctive relief under CAA claims
may incorporate some or all of the work agreed to under the Partial Consent
Decree.

     In February 2000, several lawsuits were filed against IBP by certain
shareholders in the United States District Court for the District of Nebraska
seeking to certify a class of all persons who purchased IBP stock between March
25, 1999 and January 12, 2000. The complaints, seeking unspecified damages,
allege that IBP violated Sections 10(b) and 20(a) of the Securities Exchange Act
of 1934, and Rule 10b-5 thereunder, and claims IBP issued materially false
statements about the company's compliance with environmental laws in order to
inflate the company's stock price. The lawsuits have been consolidated and the
Court has appointed three lead plaintiffs and has appointed lead and liaison
counsel. An amended consolidated complaint with respect to all the actions was
filed, and the company prepared and filed a motion to dismiss this complaint. On
February 14, 2001, lead plaintiffs filed a motion for leave to amend the amended
consolidated complaint to add additional claims on behalf of all persons who
purchased IBP stock between March 25, 1999 to January 25, 2001. The proposed new
claims allege that IBP violated Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934, and rule 10b-5 thereunder, and claims IBP issued
materially false statements about the company's financial results in order to
inflate the company's stock price. The company has filed its opposition to
plaintiffs' motion for leave to amend. Management believes it has accurately
reported the company's compliance

                                      F-32

<PAGE>

with environmental laws, and the company intends to vigorously contest these
claims.

     On January 15, 1997, the Illinois EPA brought suit against IBP at its
Joslin, Illinois facility alleging that IBP's operations at its Joslin, Illinois
facility are violating the "odor nuisance" regulations enacted in the State of
Illinois. IBP has already commenced additional improvements at its Joslin
facility to further reduce odors from this operation, but denies Illinois EPA's
contention that such conditions amount to a "nuisance". IBP is in the midst of
discussions aimed at a complete resolution of these issues, and reports this
issue solely because of a recent determination that the penalties have the
potential to exceed $100,000.

     In October 2000, fourteen lawsuits were filed against IBP by certain
shareholders in Delaware, seeking to certify a class of all IBP shareholders
(the "Delaware Litigation"). The complaints allege IBP's directors breached
their fiduciary duties to IBP shareholders by approving the January 1, 2001
merger agreement with Tyson, which, plaintiffs alleged, would result in a
coercive front-end loaded, two-tier acquisition of IBP by Tyson. The plaintiffs
further alleged IBP viewed Tyson as the preferred suitor to Smithfield given the
alleged antagonism between Mr. Peterson and Smithfield's CEO, Joseph Luter.
Plaintiffs seek to certify a class action, injunctive relief against
consummation of the Tyson transaction, and in the event the Tyson acquisition is
consummated, damages and costs and disbursements, including reasonable attorneys
fees. A motion to dismiss this complaint was filed on February 21, 2001. In
addition, two separate suits, containing the same general allegations, were
filed in the District Court for South Dakota. The first of these suits, filed
November 8, 2000, alleged that IBP's directors breached their fiduciary duties
by entering into the Rawhide Agreement, in their own personal interests, and
that the Rawhide Agreement created barriers to competing bidders. This case was
stayed pending resolution of the Delaware Litigation. A second suit, filed
January 11, 2001, alleged IBP's directors caused IBP to file a false and
misleading 14D-9 in response to Tyson's cash tender offer. The suit seeks a
declaration that IBP's 14D-9 is false and misleading, an order directing IBP's
directors to exercise their fiduciary duties to obtain a transaction in IBP's
best interests, and compensatory damages of not less than $442 million and
punitive actions. A motion to stay pending resolution of the Delaware Litigation
has been filed and is pending.

     Between January and March 2001, a number of lawsuits were filed by certain
shareholders in the United States District Court for the District of South
Dakota seeking to certify a class of all persons who purchased IBP stock between
February 7, 2000 and January 25, 2001. The complaints, seeking unspecified
damages, allege that IBP violated Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934, and Rule 10b-5 thereunder, and claims IBP issued
materially false statements about the company's financial results in order to
inflate the company's stock price. The company is currently preparing its
responses to these lawsuits. Management believes that these claims are without
merit and the company intends to vigorously contest these claims.

                                      F-33

<PAGE>

P.   QUARTERLY FINANCIAL DATA (UNAUDITED):
     ------------------------------------
     Quarterly results are summarized as follows:

<TABLE>
<CAPTION>
                                       Restated          Restated       Restated
                                         First            Second          Third         Fourth
 2000                                   Quarter          Quarter         Quarter       Quarter        Annual
                                    --------------    --------------  ------------   -----------   -----------
 <S>                                <C>               <C>             <C>            <C>           <C>
 Net sales                           $ 3,955,391       $4,268,866      $4,314,435    $4,410,916    $16,949,608
 Gross profit                            235,312          248,104         290,767       262,161      1,036,344
 Earnings before accounting
  change and extraordinary item           33,736           46,442          78,728        (6,253)       152,653
 Net earnings/(loss)                      16,270           46,442          78,728        (6,253)       135,187
 Earnings per share:
  Earnings before accounting
   change and extraordinary item             .29              .44             .75          (.06)          1.41
  Net earnings/(loss)                        .13              .44             .75          (.06)          1.25
 Earnings per diluted share:
  Earnings before accounting
   change and extraordinary item             .29              .43             .74          (.06)          1.40
  Net earnings/(loss)                        .13              .43             .74          (.06)          1.24
 Dividends per share                        .025             .025            .025          .025            .10
 Market price:
  High                                    18 3/8           18 7/8        17 15/16      26 15/16       26 15/16
  Low                                         11          13 3/16              14        17 1/4             11
</TABLE>

     The pro forma net earnings for the first quarter, assuming retroactive
adoption of SAB 101 accounting change would be $18,699 or $0.15 per share and
$0.15 per diluted share.

     The above quarterly data for the first three quarters of 2000 has been
restated to reflect adjustments described in Note R and includes adoption of the
guidance in SAB 101 for the change in accounting for revenue recognition as
described in Note S and for the reclassification of freight expense as described
in Note A. The following quantifies the adjustments made to increase (decrease)
the amounts originally reported to those presented above.

                                      F-34

<PAGE>

<TABLE>
<CAPTION>
                                   Restated            Restated            Restated
                                    First               Second              Third
 2000                              Quarter             Quarter             Quarter
                                  ----------          ----------          ----------
 <S>                              <C>                 <C>                 <C>
 DFG

 Gross profit                     $   (2,344)         $   (8,399)         $      345
 Net earnings                         (2,111)            (10,023)              1,312
 Earnings per share                     (.02)               (.09)                .01
 Earnings per diluted
   share                                (.02)               (.10)                .01

 STOCK OPTIONS

 Net earnings                     $    2,595          $   (1,174)         $   (1,693)
 Earnings per share                      .02                (.01)               (.01)
 Earnings per diluted
   share                                 .02                (.01)               (.01)

 REVENUE RECOGNITION

 Net sales                        $  (52,853)         $  (25,763)         $   23,183
 Gross profit                         (2,323)             (1,498)              1,008
 Net earnings/(loss)                  (3,892)               (879)                676
 Earnings per share                     (.03)               (.01)               (.01)
 Earnings per diluted                   (.03)               (.01)               (.01)
   share

 FREIGHT RECLASSIFICATION

 Net sales                           126,207             129,099             136,989

<CAPTION>

                                   Restated            Restated            Restated           Restated
                                    First               Second              Third              Fourth            Restated
 1999                              Quarter             Quarter             Quarter            Quarter             Annual
                                  ----------          ----------          ----------         ----------         -----------
 <S>                              <C>                 <C>                 <C>                <C>                <C>
 Net sales                        $3,325,183          $3,738,539          $3,922,042         $4,135,925         $15,121,689
 Gross profit                        205,018             230,137             290,029            269,886             995,070
 Net earnings                         66,021              65,241             110,017             76,588             317,867
 Earnings per share                      .68                 .67                1.13                .79                3.26
 Earnings per diluted
  share                                  .62                 .61                1.03                .71                2.96
 Dividends per share                    .025                .025                .025               .025                 .10
 Market price:
  High                               29 3/16              23 1/8              25 3/4                 25             29 3/16
  Low                                 19 3/8              16 3/4                  22             17 3/4              16 3/4
 Pro forma net
  earnings assuming
  retroactive
  adoption of SAB 101
  accounting change                   64,960              64,562             109,891             77,709             317,122
 Pro forma earnings
  per share                             0.67                0.66                1.13               0.80                3.25
 Pro forma earnings
  per diluted share                     0.61                0.60                1.03               0.72                2.95
</TABLE>

      The above quarterly data has been restated to reflect adjustments
      described in Note R and for the reclassification of freight expense as
      described in Note A. The following quantifies the adjustments made to
      increase (decrease) the amounts originally reported to those presented
      above.

                                      F-35

<PAGE>

<TABLE>
<CAPTION>
                                Restated       Restated       Restated     Restated
                                  First         Second          Third       Fourth       Restated
 1999                            Quarter        Quarter        Quarter     Quarter        Annual
 DFG                        ----------------------------------------------------------------------

<S>                              <C>           <C>            <C>      <C>            <C>
Gross profit                        --            --             --    $    (8,658)   $    (8,658)
Net earnings                        --            --             --         (9,621)        (9,621)
Earnings per share                  --            --             --           (.10)          (.10)
Earnings per diluted
  share                             --            --             --           (.09)          (.09)

STOCK OPTIONS

Net earnings               $     9,419   $    (2,532)   $      (377)   $     4,316    $    10,824
Earnings per share                 .10          (.03)         (0.01)           .04            .11
Earnings per diluted
  Share                            .09          (.02)          0.00            .04            .11

FREIGHT RECLASSIFICATION

Net sales                  $   114,010   $   122,427    $   123,356    $   133,326    $   493,119
</TABLE>

     Q.   CAPITAL STOCK:
          -------------

          REDEEMABLE STOCK:

     All redeemable stock was related to issuances by CBFA prior to the merger
in 2000, which was accounted for as a pooling of interests.

                                                       December 30, December 25,
                                                          2000          1999
                                                        --------      --------
REDEEMABLE STOCK:

Series A Preferred Stock, $0.001 par value, 25,000
 shares authorized, -0- and 5,053 shares
 outstanding, redemption amount: $-0- and $5.1 million   $    --       $ 4,820
Series B Preferred Stock, $0.001 par value, 25,000
 shares authorized, -0- and 18,243 shares
 outstanding, redemption amount: $-0- and $18.5 million       --        16,964
Series C Preferred Stock, $0.001 par value, 25,000
 shares authorized, -0- and 4,891 shares
 outstanding, redemption amount: $-0- and $5.0 million        --         4,161
Class B Common Stock, $0.001 par value, 12.2
 million shares authorized, -0- and 6.5
 million shares outstanding                                   --        12,542
Class B Common Stock Warrants, -0- and 3.3
 million warrants outstanding                                 --         6,077
                                                         -------       -------
                                                         $    --       $44,564
                                                         -------       -------

         Preferred Stock. The three series of preferred stock were designated as
     Series A Cumulative Mandatorily Redeemable Pay-In-Kind Preferred Stock (the
     "Series A Preferred Stock"), Series B Participating Preferred Stock (the
     "Series B Preferred Stock") and Series C cumulative Mandatorily Redeemable
     Stock (the "Series C Preferred Stock"). The holders of Series A and Series
     B Preferred Stock were entitled to receive annual dividends of

                                      F-36

<PAGE>

12% payable quarterly in arrears in additional shares of the applicable series
of preferred stock. Such dividends were cumulative and accrued whether or not
declared or earned. The holders of Series C Preferred Stock were entitled to
receive annual dividends of 14% payable quarterly in arrears in additional
shares of Series C Preferred Stock. Such dividends were cumulative and accrued
whether or not declared or earned. There were no dividends in arrears for Series
A, B or C preferred stock at year-end 1999. All three series of redeemable
preferred stock were fully redeemed upon IBP's acquisition of CBFA on February
7, 2000, for $28.5 million.

     Class B Common Stock and Warrants. From time to time, the company issued
Class B Common Stock and warrants to purchase shares of Class B Common Stock at
$0.01 per share (the "Warrants"). In instances in which Warrants were issued in
connection with other securities, proceeds from the issuance were allocated
based on the respective fair values of the Warrants and the related securities.
Warrants generally expired ten years from the date of grant. Upon a change of
control (as defined in the Subordinated Note Agreements) or at any time on or
after June 30, 2005, the holder of the Subordinated Notes has the right to
require the Company to mandatorily redeem its Class B Common Stock and Warrants
at an appraised value. Finally, upon termination of employment with the Company,
holders of Class B Common Stock under the Company's 1997 Restricted Stock Plan
(the "Restricted Stock Plan") (see additional discussion in Note G) have the
right to require the Company to purchase such holders' Class B Common Stock at
an appraised value. As a result of these mandatory redemption features (the "Put
Features"), the Class B Common Stock and Warrants were classified in the
accompanying consolidated balance sheets as redeemable stock.

     During the third quarter 2000, the participants of the Restriced Stock Plan
voluntarily relinquished their rights to put the stock back to the company.
Prior to the relinquishments, the plan was accounted for as a "variable plan" in
accordance with APB Opinion #25 and classified as redeemable stock in the
accompanying consolidated balance sheet. Following the relinquishments, the plan
became a "fixed plan" and the redeemable stock was reclassified to equity and
deferred compensation liability in the accompanying balance sheet.

                                                          Redeemable
                                                            Stock
                                                          ---------

          Balances, December 27, 1997                     $  17,627
            Dividends on preferred stock                      1,719
            Restricted stock expense                            700
            Accretion of redeemable stock                       322
            Redeemable stock issued                           9,524
                                                          ---------
          Balances, December 26, 1998                        29,892

            Accretion of redeemable stock                       356
            Restricted stock expense                          2,316
            Dividends on preferred stock                      2,418
            Redeemable stock issued                          10,000
            Redeemable stock repurchased                       (418)
                                                          ---------
          Balances, December 25, 1999                        44,564

                                      F-37

<PAGE>



                                                           Redeemable
                                                              Stock
                                                           (continued)
                                                           -----------

                      Accretion of redeemable stock             2,214
                      Restricted stock expense                 26,082
                      Dividends on preferred stock                352
                      Preferred stock redeemed                (28,512)
                      Redeemed in exchange for
                        common shares                         (14,877)
                      Transferred to Additional
                        paid-in capital                       (25,822)

                      Transferred to Non-current
                        deferred compensation                  (4,001)
                                                            ---------
                    Balances, December 30, 2000            $        -
                                                            =========

PREFERRED STOCK

     The Board of Directors is authorized to issue up to 25,000,000 shares of
preferred stock at such time or times, in such series, with such designations,
preferences, or other special rights, as it may determine.

R.   RESTATEMENTS:
     -------------

  DFG RESTATEMENTS:

     Following the third quarter 2000, the company identified $9.0 million in
adjustments that were necessary related to inaccuracies at its DFG subsidiary,
which were reflected in the company's reported results in its Quarterly Report
on Form 10-Q for the period ended September 23, 2000. As a result of these
inaccuracies, which were identified during the fourth quarter 2000, the company
initiated a comprehensive internal review of operations, systems, processes and
controls related to its DFG subsidiary. These reviews and other issues raised
during the fourth quarter 2000 resulted in recording certain charges and
adjustments, as discussed below, which resulted from irregularities and
misstatements and impacted previously reported results for the year ended
December 25, 1999 and each of the interim periods of 2000.

     The accompanying financial statements for 1999 have been restated to
reflect $15.5 million of pre-tax adjustments, related principally to overstated
prepaid expenses; inventory valued above net realizable value; uncollectible
accounts receivable due to customer short payments, unauthorized deductions and
subsequent allowances; and underaccrual of liabilities for inventory purchases,
temporary labor costs, marketing, rebates and commissions at December 25, 1999.
These adjustments resulted in an $8.7 million increase in previously reported
cost of products sold and a $6.8 million increase in selling, general and
administrative expenses. The related tax impact of these adjustments of $5.9
million has also been reflected. The impact of these adjustments reduced net
earnings by $9.6 million and related basic and diluted earnings per share by
$0.10 and $0.09, respectively, from amounts previously reported for fiscal 1999.

STOCK OPTIONS:

     The company's stock option plan grants officers additional bonus options if
the original options are exercised. The original officer options are generally
issued at market price at the date of the grant, vest over a five-year period
and have a ten-year term. The bonus options are

                                      F-38

<PAGE>

issued at market price at the date the bonus options are granted and are
exercisable after two years, provided the shares acquired with the original
options are still owned by the officer. As a result of the bonus options
feature, variable plan accounting is appropriate for the options granted under
these provisions. Compensation expense for the original options has been revised
and is now recorded over the vesting period based on the difference between the
market value and the exercise price at the end of each period. Compensation
expense related to the bonus options is recorded based on the market value and
the exercise prices over the vesting period from the date vesting becomes
probable, to the date the bonus options are vested and exercisable. Prior to the
restatement, the company followed fixed accounting for these options, treating
the original grants and the bonus option grants as two separate grants. The
restatement records the period and cumulative accrued compensation and related
deferred tax impact, which increased (decreased) compensation expense by
($11,991) and $10,968 in 1999 and 1998, respectively, and adjusted income tax
expense for the tax benefit associated with the expense. The change increased
(decreased) net earnings by $10,824 and ($9,823) and net earnings per diluted
share by $0.11 and ($0.09) in 1999 and 1998, respectively.

SEGMENTS:

     Note M has been restated for 1999 and 1998 to reflect a change in the
segments from those previously reported. The company previously reported two
segments, Fresh Meats and Foodbrands America. As a result of reconsidering the
requirements of Statement of Financial Accounting Standards No. 131, Disclosures
about Segments of an Enterprise and Related Information, the company has
expanded the number of segments disclosed.

CASH FLOW STATEMENTS:

     The statements of cash flows have also been restated for 1999 and 1998 to
reflect the impact of the DFG misstatements and to reclassify the change in the
company's checks in process of clearance to cash flows from operations rather
than from financing activities. The restated cash flows also provide more detail
of certain cash transactions that were previously reported on a combined basis.

     The following tables present the impact of the above restatements related
to the balance sheets, statements of earnings, and statements of cash flows:

<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET
December 25, 1999                      As
                                   Previously                      Stock               As
                                    Reported           DFG        Options           Restated
                                 -------------------------------------------------------------
<S>                              <C>               <C>            <C>            <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents        $    33,294       $    (429)     $    -         $    32,865
Accounts receivable                  853,234          (3,555)          -             849,679
Inventories                          619,977          (4,785)          -             615,192
Deferred income tax benefits          60,820           2,606           -              63,426
Prepaid expenses                      21,138          (1,572)          -              19,566
  TOTAL CURRENT ASSETS             1,588,463          (7,735)          -           1,580,728
    TOTAL ASSETS                   4,151,292          (7,735)          -           4,143,557
</TABLE>

                                      F-39



<PAGE>

<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET
December 25, 1999                 As
(continued)                    Previously                     Stock           As
                                Reported         DFG         Options       Restated
                             -------------------------------------------------------
<S>                          <C>            <C>           <C>           <C>
LIABILITIES, REDEEMABLE
 STOCK AND
  STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued
 expenses                      $  731,066   $    5,176    $       --    $  736,242
Federal and state
 income taxes                     138,910       (3,290)           --       135,620
  TOTAL CURRENT LIABILITIES     1,430,831        1,886            --     1,432,717
Deferred income taxes               8,762           --          (396)        8,366
Other                             160,172           --         7,394       167,566
                                  168,934           --         6,998       175,932
STOCKHOLDERS' EQUITY:
Retained earnings               1,375,590       (9,621)       (6,998)    1,358,971
   TOTAL LIABILITIES,
    REDEEMABLE STOCK and
     STOCKHOLDERS' EQUITY       4,151,292       (7,735)           --     4,143,557
</TABLE>


CONSOLIDATED STATEMENT OF EARNINGS
52 Weeks Ended December 25, 1999

<TABLE>
<CAPTION>
                                     As
                                 Previously                         Stock          As
                                  Reported            DFG          Options      Restated
                              -------------------------------------------------------------
<S>                           <C>                <C>            <C>            <C>
Cost of products sold          $14,117,961 (1)   $     8,658    $         -    $14,126,619
Selling, general and
  administrative expenses          445,606             6,859        (11,991)       440,474
Earnings from operations           558,122           (15,517)        11,991        554,596
Income taxes                       173,642            (5,896)         1,167        168,913
Net earnings                       316,664            (9,621)        10,824        317,867

Earnings per share - Basic     $      3.25       $     (0.10)   $      0.11    $      3.26
Earnings per share - Diluted          2.94             (0.09)          0.11           2.96
</TABLE>


(1) Includes reclassification of $486,653 of freight charges that were
previously classified as a reduction of net sales

                                      F-40


<PAGE>

CONSOLIDATED STATEMENT OF EARNINGS
52 Weeks Ended December 26, 1998

<TABLE>
<CAPTION>
                                                     As
                                                 Previously                                Stock                 As
                                                  Reported              DFG              Options             Restated
                                                 ---------------------------------------------------------------------
<S>                                             <C>                  <C>               <C>                 <C>
Selling, general and
  administrative expenses                       $  344,596           $    -            $   10,968          $   355,564
Earnings from operations                           392,938                -               (10,968)             381,970
Income taxes                                       127,577                -                (1,145)             126,432
Net earnings                                       192,975                -                (9,823)             183,152

PER SHARE DATA:
 Earnings per share:
  Earnings before
   extraordinary item                           $     2.13           $    -            $    (0.11)         $      2.02
  Extraordinary loss                                 (0.16)               -                  0.01                (0.15)
  Net earnings                                        1.97                -                 (0.10)                1.87

Earnings per share - assuming dilution:
 Earnings before
  extraordinary item                            $     1.95           $    -            $    (0.09)         $      1.86
 Extraordinary loss                                  (0.14)               -                     -                (0.14)
 Net earnings                                         1.81                -                 (0.09)                1.72
</TABLE>

CONSOLIDATED STATEMENT OF CASH FLOWS
52 Weeks Ended
December 25, 1999

<TABLE>
<CAPTION>
                                                                                        Reclass
                                                     As                                Checks in
                                                  Previously                           Process of              As
                                                   Reported            DFG              Clearance           Restated
                                                ----------------------------------------------------------------------

                                                                          Inflows (outflows)
<S>                                             <C>                  <C>               <C>                 <C>
Net cash flows provided by
  operating activities                          $  297,792           $ (429)           $   20,576          $    317,93
Net cash flows provided by
 (used in) financing
  activities                                       424,683                -               (20,576)             404,107
Net change in cash and cash
equivalents                                          4,465             (429)                    -                4,036
Cash at end of year                                 33,294             (429)                    -               32,865

52 Weeks Ended December 26, 1998

Net cash flows provided by
  operating activities                          $  371,433           $    -            $  (29,464)         $   341,969
Net cash flows provided by
  (used in) financing
   activities                                      (14,897)               -                29,464               14,567
</TABLE>

                                      F-41






<PAGE>

S.   REVENUE RECOGNITION:
     -------------------

     Beginning in the first quarter 2000, the company changed its method of
accounting for revenue recognition in accordance with Staff Accounting Bulletin
(SAB) No. 101, Revenue Recognition in Financial Statements. As a result of the
guidance in SAB No. 101, the company will recognize revenue upon delivery to
customers. Previously, the company had recognized revenue upon shipment to
customers, in accordance with its interpretation of Statement of Financial
Accounting Concepts No. 5, Revenue and Recognition in Measurement in Financial
Statements of Business Enterprises. The cumulative effect of the change on prior
years resulted in a charge to earnings of $2,429 (net of income taxes of $1,489)
or $.02 per share, which is included in earnings for the year ended December 30,
2000. The effect of the change on the year ended December 30, 2000 was to
decrease income before the cumulative effect of the accounting change by $2,035
or $0.02 per share. The pro forma amounts presented in the earnings statement
were calculated assuming the accounting change was made retroactively to prior
periods.

     For the 53 weeks ended December 30, 2000, the company recognized $63,311
in revenue that was included in the cumulative effect adjustment in the first
quarter. The effect of that revenue in the twelve months ended December 30, 2000
was to increase net earnings by $2,429 (after reduction for income taxes of
$1,489) during that period.

T.   ASSET IMPAIRMENTS:
     ------------------

     During the fourth quarter of 2000, the company recorded an additional
pre-tax impairment charge to SG&A expense of $60,352 in the Foodbrands segment
to reduce intangibles from $80,431 to $20,079 and thus, the carrying value of
the investment in DFG Foods LLC. ("DFG"). Previously, the company recorded a
pre-tax impairment charge of $5,763 in the second quarter of 2000 related to an
earn-out payment to the previous owners that was made on the basis of what the
company later concluded were misstated financial results.

     DFG represents the fully integrated operations of two separate
acquisitions; one in October 1998 and one in June 1999 that produce prepared
hors d'oeuvres, kosher foods, and food for airlines. Although DFG experienced
increasing sales since acquisition through September 2000, the operating results
reflect significant losses and negative cash flow (as restated) that are
substantially attributable to irregularities, as well as mismanagement, at the
DFG level. During the fourth quarter of 2000, DFG experienced an unexpected and
precipitous decline in sales relative to both the prior year period and budget.
These declines resulted from a decrease in orders from major customers combined
with a substantial increase in sales and promotional discounts and demand for
new product lines not materializing, which management does not believe is
temporary. In addition, as part of the integration process, manufacturing
operations were further automated to increase product safety, to generate
economies of scale and to support substantially greater sales levels. Due to the
sales shortfalls, these upgrades have contributed to an uncompetitive cost
structure. As a result of declining demand and reduced market pricing for its
products, combined with the current cost structure, operating losses and
negative cash flow, management initiated an impairment review of the carrying
value of the investment in DFG. Since these acquired entities have been
integrated into one operational, managerial, sales and marketing and accounting
platform, it is not possible to separately identify cash

                                      F-42

<PAGE>

flows of each of the acquired operations. Therefore, for impairment test
purposes, DFG as a whole is considered the lowest level for which there are
identifiable cash flows that are largely independent of the cash flows of other
groups of assets.

     The company intends to evaluate DFG's prospective operating performance
over a two-year period. Unless the projected return on investment generated by
DFG during this period can be improved beyond current projections, it is likely
that DFG would be a divestiture candidate. Accordingly, management prepared an
analysis of its best estimate of expected undiscounted cash flows. The estimated
cash flows were based on management's evaluation of DFG's operations as well as
the market niche it competes in for a two-year period with a termination value
at the end of the second year. These estimated undiscounted cash flows were
determined not to be adequate to support the carrying value of the investment;
therefore, an impairment charge was warranted. The impairment charge was based
on a third-party appraisal of the current fair value of the DFG business as an
ongoing, stand-alone entity.

     The company is working diligently to turn around the DFG operation. New
management has been recruited to operate DFG and appropriate infrastructure is
being put in place to support the business. Senior management and DFG management
are reviewing the operations to determine how to lower costs and develop a
profitable sales volume and mix. However, if this operation does not show
significant improvement, IBP will exit from this business.

     During 1999, the company wrote down $30 million of impaired long-lived
assets, including $15 million in the fourth quarter 1999. These write-downs,
which were classified in cost of products sold, were primarily attributable to
the company's decision to exit its cow boning business.

U.   SUBSEQUENT EVENT:
     -----------------

     On January 1, 2001, the IBP board of directors authorized IBP to terminate
the merger agreement with Rawhide Holdings Corporation ("Rawhide") and Rawhide
Acquisition Corporation and enter into an Agreement and Plan of Merger, dated as
of January 1, 2001 (the "Tyson Agreement") with Tyson Foods, Inc. ("Tyson"). On
March 29, 2001, Tyson announced that it was "discontinuing" the Tyson Agreement.
Tyson alleges they were inappropriately induced to enter the Tyson Agreement,
due to the alleged failure to disclose comments received from the Securities and
Exchange Commission ("SEC") contained in a December 29, 2000 letter from the
SEC. This SEC letter, they claim, resulted in restatements of IBP's financials
and filings. They further claim that based upon these facts, Tyson has a right
to rescind the Tyson Agreement and seek compensation from IBP. In the event they
are unable to rescind the Tyson Agreement, Tyson claims a right to terminate the
Tyson Agreement pursuant to sections 11.01(f) and 12.01 of the Tyson Agreement.
Tyson has filed a lawsuit against IBP with allegations consistent with the
foregoing, seeking reimbursement of amounts advanced under the Tyson Agreement
and other merger related expenses.

     Under the terms of the Agreement and Plan of Merger, dated as of October 1,
2000 (the "Rawhide Agreement"), by and among IBP, Rawhide and Rawhide
Acquisition Corporation, IBP agreed to pay Rawhide a $59 million termination fee
and reimburse Rawhide for up to $7.5 million of its documented out-of-pocket
fees and expenses if the Rawhide Agreement were terminated under certain
circumstances. IBP became obligated to pay such amounts to Rawhide when the IBP
board of directors authorized IBP to

                                      F-43

<PAGE>



terminate the Rawhide Agreement and enter into a merger agreement with Tyson.

     Pursuant to a letter from Tyson to IBP dated January 1, 2001, Tyson agreed
to make the $66.5 million payment to Rawhide on IBP's behalf on January 2, 2001.
Under the Tyson Agreement, by and among IBP, Tyson and Lasso Acquisition
Corporation, IBP is obligated to reimburse Tyson for its $66.5 million payment
(as well as pay Tyson a $15 million termination fee and reimburse it for $7.5
million of fees and expenses) only if one of the following occurs: (1) Tyson
terminates the Tyson Agreement because (a) IBP's board of directors withdraws
its recommendation of the merger with Tyson or recommends an alternative
transaction or (b) IBP fails to call a shareholder meeting or mail a proxy
statement to its shareholders within 20 days after the SEC declares effective
the prospectus associated with the transaction; (2) IBP terminates the Tyson
Agreement because the IBP board of directors authorized IBP to enter into a
binding written agreement with another party concerning a transaction that is
superior to the transaction with Tyson; or (3) the Tyson Agreement is
terminated, i) by(a) Tyson, because of a material breach of the Tyson Agreement
by IBP or (b) either Tyson or IBP, because either the merger is not consummated
by May 31, 2001 or the IBP stockholders do not approve the Tyson Agreement at a
duly held stockholders meeting, and ii) at the time of such termination with
respect to either 3(i)(a) or (b), there is outstanding an offer by another party
to enter into a transaction with IBP in which IBP shareholders would receive
value in excess of $30.00 per share, and, iii) within six months of the
termination of the Tyson Agreement described in 3(i)(a) or (b), IBP enters into
an agreement for an alternative transaction.

     Management believes that Tyson does not have a valid basis to discontinue
or terminate the Tyson Agreement between the two companies. However, management
and its outside counsel have not had the opportunity to review and study in
detail the allegations in this lawsuit. Therefore, it is not possible to predict
the ultimate outcome of this dispute at this time.

                                      F-44

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>dex992.txt
<DESCRIPTION>UNAUDITED INTERIM FINANCIAL STATEMENTS
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.2

                   IBP, inc. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

                                               June 30,      December 30,
                                                 2001            2000
                                              -----------   -------------
ASSETS                                        (unaudited)

  CURRENT ASSETS:
    Cash and cash equivalents                 $   19,262     $   29,970
     Accounts receivable, less allowance for
      doubtful accounts of $13,579 and $19,898   705,488        673,485
    Inventories                                  982,954        873,544
    Deferred income tax benefits and
      prepaid expenses                            93,834         88,595
                                               ---------      ---------
        TOTAL CURRENT ASSETS                   1,801,538      1,665,594

  Property, plant and equipment
    less accumulated depreciation
    of $1,155,614 and $1,089,775               1,731,900      1,630,774
  Goodwill, net of accumulated
    amortization of $235,827 and $221,160        946,660        961,340
  Deferred income tax benefits and
   other assets                                  172,255        168,548
                                               ---------      ---------
                                              $4,652,353     $4,426,256
                                               =========      =========
LIABILITIES AND STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES:
    Notes payable to banks                     1,023,000        775,000
    Accounts payable                             432,079        516,030
    Deferred income taxes and other
      current liabilities                        392,182        373,019
    Current portion of long-term debt              5,780         55,351
                                               ---------      ---------
        TOTAL CURRENT LIABILITIES              1,853,041      1,719,400
                                               ---------      ---------

  Long-term debt and capital lease
    obligations                                  687,652        658,719
                                               ---------      ---------
  Deferred income taxes and other
    liabilities                                  199,774        198,626
                                               ---------      ---------

  STOCKHOLDERS' EQUITY:
    Common stock at par value                      5,450          5,450
    Additional paid-in capital                   442,527        443,388
    Retained earnings                          1,537,265      1,481,004
    Accumulated other comprehensive income       (12,726)       (11,261)
    Treasury stock                               (60,630)       (69,070)
                                               ---------      ---------
      TOTAL STOCKHOLDERS' EQUITY               1,911,886      1,849,511
                                               ---------      ---------
                                              $4,652,353     $4,426,256
                                               =========      =========

See accompanying notes to condensed consolidated financial statements.

                                        1

<PAGE>

                   IBP, inc. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
              (In thousands, except per share data)
<TABLE>
                                          13 Weeks Ended              26 Weeks Ended
                                     -----------------------      -----------------------
                                                   Restated                     Restated
                                       June 30,    June 24,        June 30,     June 24,
                                         2001        2000            2001         2000
                                     ----------   ----------      ----------   ----------
<S>                                  <C>           <C>           <C>            <C>
Net sales                            $ 4,359,304   $ 4,268,866   $ 8,485,941    $ 8,224,257
Cost of products sold                  4,114,367     4,020,762     8,065,286      7,740,841
                                     -----------   -----------   -----------    -----------
Gross profit                             244,937       248,104       420,655        483,416
Selling, general and
 administrative expense                  150,968       151,069       275,310        280,565
(Gain) on sale of production
 facility                                   --            --          (6,897)          --
Nonrecurring merger-related
 expense                                    --            --            --           31,299
                                     -----------   -----------   -----------    -----------
EARNINGS FROM OPERATIONS                  93,969        97,035       152,242        171,552

Interest expense, net                     24,020        21,635        50,026         42,950
Earnings before income taxes,               --            --            --             --
 accounting change and
 extraordinary item                       69,949        75,400       102,216        128,602

Income tax expense                        27,630        28,958        39,900         48,424
                                     -----------   -----------   -----------    -----------
Earnings before accounting change
 and extraordinary item                   42,319        46,442        62,316         80,178
Cumulative effect of change in
 accounting principle                       --            --            (115)        (2,429)
Extraordinary loss on early
 extinguishment of debt, less
 applicable taxes                           --            --            (633)       (15,037)
                                     -----------   -----------   -----------    -----------
NET EARNINGS                         $    42,319   $    46,442   $    61,568    $    62,712
                                     ===========   ===========   ===========    ===========
Earnings per common share:
 Earnings before cumulative
   effect of accounting change and
  extraordinary item                 $       .40   $       .44   $       .59    $       .73
  Cumulative effect of  change in
  accounting principle                      --            --            --             (.02)
 Extraordinary item                         --            --            (.01)          (.14)
                                     -----------   -----------   -----------    -----------
 Net earnings                        $       .40   $       .44   $       .58    $       .57
                                     ===========   ===========   ===========    ===========
Earnings per common share -
 assuming dilution:
 Earnings before cumulative
   effect of accounting change and
  extraordinary item                 $       .40   $       .43   $       .58    $       .72
  Cumulative effect of  change in
  accounting principle                      --            --            --             (.02)
 Extraordinary item                         --            --            (.01)          (.14)
                                     -----------   -----------   -----------    -----------
 Net earnings                        $       .40   $       .43   $       .57    $       .56
                                     ===========   ===========   ===========    ===========
Dividends per share                  $      .025   $      .025   $       .05    $       .05
                                     ===========   ===========   ===========    ===========

See   accompanying  notes  to  condensed  consolidated  financial statements.
</TABLE>

                                        2

<PAGE>

                   IBP, inc. AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED

                            STATEMENTS OF CASH FLOWS

                                 (In thousands)

                                                    26 Weeks Ended
                                               ------------------------
                                                               Restated
                                                June 30,       June 24,
                                                  2001           2000
                                               ----------   ------------
                                                  Inflows (outflows)

NET CASH FLOWS (USED) PROVIDED BY OPERATING
 ACTIVITIES                                    $ (21,984)    $  108,649
                                                --------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                           (196,410)      (181,501)
 Proceeds from sale of PP&E                       21,074            977
 Investment in life insurance contracts          (10,627)          -
 Investments in equity ventures                   (1,096)       (10,268)
 Purchases of marketable securities                  -          (25,000)
 Proceeds from disposals of marketable
  securities                                         -           15,000
 Increase in noncurrent receivables                  -           (7,763)
 Other investing cash inflows                      1,261            -
 Other investing cash outflows                      (898)           (58)
                                                --------      ---------
 Net cash flows used by
  investing activities                          (186,696)      (208,613)
                                                --------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Increase in short-term debt                     248,000        333,796
 Principal payments on long-term
  obligations                                    (52,263)      (483,644)
 Exercise of stock options                         9,565            885
 Dividends paid                                   (5,291)        (4,978)
 Proceeds from issuance of long-term debt          2,000        295,482
 Purchase of treasury stock                       (1,987)       (13,580)
 Redemption of preferred stock                       -          (28,512)
 Other financing cash outflows                    (1,986)          -
                                                --------       --------
  Net cash flows provided by
   financing activities                          198,038         99,449
                                                --------       --------
Effect of exchange rate on cash
 and cash equivalents                                (66)            65
                                                --------       --------
Net change in cash and cash equivalents          (10,708)          (450)
Cash and cash equivalents at beginning
 of period                                        29,970         32,865
                                                --------       --------
Cash and cash equivalents at end of
 period                                        $  19,262     $   32,415
                                                ========      =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash paid during the periods for:
  Interest, net of amounts capitalized        $   46,712     $   36,653
  Income taxes, net of refunds received           11,221         40,042

 Depreciation and amortization expense            85,963         69,288
 Amortization of intangible assets                16,046         17,421

See accompanying notes to condensed consolidated financial statements.

                                   3

<PAGE>

                      IBP, inc. AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
       Columnar amounts in thousands, except per share amounts

   A.   GENERAL

        The accompanying financial statements for the periods ended June 24,
   2000 were restated to reflect adjustments for irregularities and
   misstatements at one of the company's subsidiaries, for the cumulative and
   current period effect on revenue recognition of adoption of Staff Accounting
   Bulletin Rule 101, for the application of variable plan accounting for
   certain stock options, for reclassifications in the statement of cash flows,
   and for expanded disclosures related to segment information. The company's
   reports on Form 10-Q/A for the twenty-six weeks ended June 24, 2000 and Form
   10-K for the year ended December 30, 2000 provide detailed descriptions of
   the restatements.

        Freight charges previously netted against sales have been reclassified
   to cost of goods sold in the prior year to conform to the current year
   presentation.

        The condensed consolidated balance sheet of IBP, inc. and subsidiaries
   ("IBP" or "the company") at December 30, 2000 has been taken from audited
   financial statements at that date and condensed. All other condensed
   consolidated financial statements contained herein have been prepared by IBP
   and are unaudited. The condensed consolidated financial statements should be
   read in conjunction with the consolidated financial statements and the notes
   thereto included in IBP's Annual Report on Form 10-K for the year ended
   December 30, 2000.

        In the opinion of management, the accompanying unaudited condensed
   consolidated financial statements contain all adjustments, consisting only of
   normal recurring adjustments, necessary to present fairly the financial
   position of IBP at June 30, 2001 and the results of its operations and its
   cash flows for the periods presented herein.

   B.   TYSON MERGER AGREEMENT

             In late June, the company executed a Stipulation with Tyson Foods,
   Inc. ("Tyson") that requires Tyson to specifically perform the Merger
   Agreement between IBP and Tyson (the "Merger Agreement") as modified by the
   Stipulation. Pursuant to the Merger Agreement, as modified by the
   Stipulation, Tyson agreed to proceed with a cash tender at $30 per share for
   50.1% of the shares, followed by a merger in which IBP will merge into Lasso
   Acquisition Corporation, a wholly owned subsidiary of Tyson. Each IBP
   shareholder at the time of the merger shall receive a number of shares of
   Tyson Class A common stock having a value of $30.00 if, during the fifteen
   trading day period ending on the fifth trading day immediately preceding the
   effective time of the merger, the average per share price of Tyson Class A
   common stock is at least $12.60 and no more than $15.40. If the average per

                                       4

<PAGE>

   share price of Tyson Class A common stock is less than $12.60, then each
   IBP share outstanding immediately prior to the effective time of the merger
   will be exchanged for 2.381 shares of Tyson Class A common stock. If the
   average per share price of Tyson Class A common stock is more than $15.40,
   then each IBP share outstanding immediately prior to the effective time of
   the merger will be exchanged for 1.948 shares of Tyson Class A common
   stock. Tyson closed the cash tender on August 3, 2001, with expected
   completion by mid-August, and expects the merger to be consummated in early
   October 2001.

        Upon confirmation of payment for shares purchased by Tyson in the Cash
   Tender, Martin A. Massengale, Wendy L. Gramm, John Jacobsen, Jr. and Eugene
   D. Leman will resign, effective August 6, 2001 from the IBP Board, and
   effective August 6, 2001, John Tyson, Tyson's Chairman, President and Chief
   Executive Officer, Don Tyson, Tyson's Senior Chairman, Greg Lee, Les R.
   Baledge and Steve Hankins will be appointed to and join the IBP Board.

        If the merger is consummated but fails to be treated as a
   "reorganization" for federal income tax purposes, the merger will be a
   taxable transaction. The merger would fail to be treated as a
   "reorganization" if, for example, the aggregate fair market value of the
   Tyson Class A stock delivered as consideration for the IBP shares in the
   merger failed to exceed a minimum percentage, approximately 40 percent under
   one United States Supreme Court case, of the aggregate fair market value of
   the cash and Tyson Class A common stock delivered as consideration for all
   IBP shares in the tender offer and merger. In the event that the merger is
   consummated but fails to be treated as a "reorganization," each holder of IBP
   shares that exchanges IBP shares for Tyson Class A common stock in the merger
   will generally recognize gain or loss measured by the difference between the
   fair market value of Tyson Class A common stock received in the merger
   (together with any cash received in lieu of fractional shares) and such
   stockholder's adjusted tax basis in the IBP shares exchanged in the merger.
   In addition, if the merger is consummated as currently described in the
   merger agreement - as a merger of IBP into Purchaser with the Purchaser as
   the surviving corporation - the merger may be taxable to IBP, as well as IBP
   shareholders, resulting in a corporate level tax on IBP's gain, measured by
   the difference between the fair market value of IBP's assets and IBP's basis
   in such assets. Tyson and IBP may elect, however, pursuant to Section
   12.03(c) of the merger agreement to amend the merger agreement and require
   Purchaser to merge into IBP with IBP the surviving corporation in the merger.
   If that election is made, the corporate level tax would not apply, but the
   merger would be taxable to shareholders.

   C.   OTHER

        IBP's interim operating results of its Beef Carcass, Beef Processing and
   Pork segments may be subject to substantial fluctuations that do not
   necessarily occur or recur on a seasonal

                                       5

<PAGE>

   basis. Such fluctuations are normally caused by competitive and other
   conditions in the cattle and hog markets over which IBP has little or no
   control. Therefore, the results of operations for the interim periods
   presented are not necessarily indicative of the results to be attained for
   the full fiscal year.

   D.  INVENTORIES

       Inventories, valued at the lower of first-in, first-out cost or market,
   are comprised of the following:

                                        June 30,    December 30,
                                          2001           2000
                                       ---------      ---------
          Product inventories:
            Raw materials              $ 79,239        $ 78,004
            Work in process             107,002         101,973
            Finished goods              501,652         412,211
                                        -------         -------
                                        687,893         592,188
           Livestock                    196,572         185,413
           Supplies                      98,489          95,943
                                        -------         -------
                                       $982,954        $873,544
                                        =======         =======

   E.  EARNINGS PER SHARE

                                               13 Weeks Ended
                                           ------------------------
                                                          Restated
                                            June 30,      June 24,
                                              2001          2000
                                           ----------     ---------
     Numerator:
      Net earnings                          $ 42,319       $ 46,442
                                             =======        =======
     Denominator:
      Weighted average common shares
        outstanding                          106,047        106,019
      Dilutive effect of employee stock
        plans                                    640          1,159
      Diluted average common shares          -------        -------
        outstanding                          106,687        107,178
                                             =======        =======
      Basic earnings per common share          $ .40          $ .44
                                                ====           ====
      Diluted earnings per common share        $ .40          $ .43
                                                ====           ====

                                                 26 Weeks Ended
                                            ------------------------
                                                          Restated
                                            June 30,      June 24,
                                              2001          2000
     Numerator:                             --------      ----------
       Earnings before accounting change
         and extraordinary item             $ 62,316       $ 80,178
        Preferred stock dividends

          and accretion                         -            (2,566)
                                             -------        -------
      Earnings available for common shares  $ 62,316       $ 77,612
                                             =======        =======
     Denominator:
      Weighted average common shares

                                       6

<PAGE>

        outstanding                          106,001        106,030
      Dilutive effect of employee stock          931          1,304
        plans

      Diluted average common shares          -------        -------
        outstanding                          106,932        107,334
                                             =======        =======
      Basic earnings before accounting
        change and extraordinary item
        per common share                       $ .59          $ .73
                                                ====           ====
      Diluted earnings before accounting
        change and extraordinary item per
        common share                           $ .58          $ .72
                                                ====           ====

                                        7

        The summary below lists stock options outstanding at the end of the
   fiscal quarters which were not included in the computations of diluted EPS
   because the options' exercise price was greater than the average market price
   of the common shares. These options had varying expiration dates.

                                              2001            2000
                                             ------          ------
     Stock options excluded from
      diluted EPS computation                 2,027           3,287
     Average option price per share          $22.95          $21.19

   F.  COMPREHENSIVE INCOME

        Comprehensive income consists of net earnings and foreign currency
   translation adjustments. Management considers its foreign investments to be
   permanent in nature and does not provide for taxes on currency translation
   adjustments arising from converting the investment in a foreign currency to
   U.S. dollars. Comprehensive income for the 26 weeks ended June 30, 2001 and
   June 24, 2000 was as follows:

                                               26 Weeks Ended
                                           ------------------------
                                                         Restated
                                           June 30,      June 24,
                                             2001          2000
                                           --------      ---------
     NET EARNINGS                           $61,568        $62,712
     Other comprehensive income:
      Foreign currency translation

       adjustments                           (1,465)        (1,056)
                                             ------         ------
     COMPREHENSIVE INCOME                   $60,103        $61,656
                                             ======         ======

   G.  ACQUISITION AND DISPOSITION

        On February 7, 2000, the company acquired the outstanding common stock
   of Corporate Brand Foods America, Inc. ("CBFA"), a privately held processor
   and marketer of meat and poultry products for the retail and foodservice
   markets. In the transaction, which was accounted for as a pooling of
   interests, IBP issued approximately 14.4 million common shares for all of the
   outstanding common stock of CBFA. The company also assumed $344 million of
   CBFA's debt and preferred stock obligations. At the acquisition

                                       7

<PAGE>

   date, all of the debt obligations were refinanced (see Note H) and the
   preferred stock was redeemed. The companies incurred $31 million of
   nonrecurring merger-related expenses, related primarily to an increase in
   the valuation of CBFA's restricted redeemable stock, a non-cash charge of
   $21 million, and $10 million in professional fees and other expenses.

        In January 2001, the company sold a 70% interest in its Platte County,
   Nebraska, ground meats facility to Carneco Holdings, LLC, a wholly owned
   subsidiary of Lopez Foods, Inc., a smaller meat processor headquartered in
   Oklahoma City, Oklahoma. The company received cash proceeds of $20.5
   million and recognized a gain of $7 million related to the percentage sold.
   The Platte County facility had net sales of $146 million and earnings from
   operations of $2 million in fiscal 2000. The gain on sale of the Platte
   County facility and past operations were included in the Foodbrands America
   segment although IBP's subsequent 30% equity in earnings of this facility is
   in the All Other segment.

   H.  LONG-TERM OBLIGATIONS:

        On January 16, 2001, the company repaid its $50 million of 6.0%
   Securities due 2001. The company chose not to exercise an option to extend
   the term of the securities and, in so doing, paid $2 million to terminate the
   option. The $2 million payment plus unamortized deferred financing costs less
   unamortized option premium totaled $1,017, before applicable income tax
   benefit of $384, and was accounted for as an extraordinary loss in the
   condensed consolidated statement of earnings.

        In early January 2001, the company terminated interest rate swaps on
   notional amounts of $350 million and received $31 million cash proceeds.
   Under FAS 133, the offsetting adjustment previously recorded to the hedged
   debt will be amortized as a credit to interest expense over the life of the
   debt through 2010.

        On February 7, 2000, the company completed its merger with CBFA and, at
   the same time, refinanced all of CBFA's various existing debt obligations,
   using available IBP credit facilities that were at more favorable terms.
   Prepayment premiums, accelerated amortization of unamortized deferred
   financing costs, and transaction expenses totaled $22 million, before
   applicable income tax benefit of $7 million, and was accounted for as an
   extraordinary loss in the condensed consolidated statement of earnings.

   I.  CONTINGENCIES:

        IBP is involved in numerous disputes incident to the ordinary course of
   its business. While the outcome of any litigation is not predictable with
   certainty, or subject to the company's control, management believes that any
   liability for which provision has not been made relative to the various
   lawsuits,

                                       8

<PAGE>

   claims and administrative proceedings pending against IBP, including those
   described below, will not have a material adverse effect on its future
   consolidated results, financial position or liquidity.

        Cattle Producer Litigation. In July 1996, a lawsuit was filed against
   IBP by certain cattle producers in the U.S. District Court, Middle District
   of Alabama, seeking certification of a class of all cattle producers. The
   complaint alleges that IBP has used its market power and alleged "captive
   supply" agreements to reduce the prices paid to producers for cattle.
   Plaintiffs have disclosed that, in addition to declaratory relief, they seek
   actual and punitive damages. The original motion for class certification was
   denied by the District Court; plaintiffs then amended their motion, defining
   a narrower class consisting of only those cattle producers who sold cattle
   directly to IBP from 1994 through the date of certification. The District
   Court approved this narrower class in April 1999. The 11th Circuit Court of
   Appeals reversed the District Court decision to certify a class, on the
   basis that there were inherent conflicts amongst class members preventing
   the named plaintiffs from providing adequate representation to the class.
   The plaintiffs then filed pleadings seeking to certify an amended class.
   The Court denied the plaintiffs' motion on October 17, 2000. Plaintiffs'
   motion for reconsideration of the judge's decision was denied, and
   plaintiffs now seek to certify a class of cattle producers who have sold
   exclusively to IBP on a cash market basis. This motion, as well as the
   company's motions for summary judgment on both liability and damages, is
   now pending. Management continues to believe that the company has acted
   properly and lawfully in its dealings with cattle producers.

        Environmental Litigation. On January 15, 1997, the Illinois EPA brought
   suit against IBP at its Joslin, Illinois facility alleging that IBP's
   operations at its Joslin, Illinois facility are violating the "odor nuisance"
   regulations enacted in the State of Illinois. IBP has already completed
   additional improvements at its Joslin facility to further reduce odors from
   this operation, but denies Illinois EPA's contention that its operations at
   any time amounted to a "nuisance". IBP is in the midst of discussions aimed
   at a complete resolution of these issues, and reports this issue solely
   because of a recent determination that the penalties have the potential to
   exceed $100,000.

        On January 12, 2000, The United States Department of Justice ("DOJ"), on
   behalf of the Environmental Protection Agency ("EPA"), filed a lawsuit
   against IBP in U.S. District Court for the District of Nebraska, alleging
   violations of various environmental laws at IBP's Dakota City facility. This
   action alleges, among other things, violations of: (1) the Clean Air Act; (2)
   the Clean Water Act; (3) the Resource, Conservation and Recovery Act; (4) the
   Comprehensive Environmental Response Compensation and Liability Act
   ("CERCLA"); and (5) the Emergency Planning and Community Right to Know Act
   ("EPCRA"). This action seeks

                                       9

<PAGE>

   injunctive relief to remedy alleged violations and damages of $25,000 per
   violation per day for alleged violations which occurred prior to January
   30, 1997, and $27,500 per violation per day for alleged violations after
   that date. The Complaint alleges that some violations began to occur as
   early as 1989, although the great majority of the violations are alleged to
   have occurred much later, and continue into the present. The company
   determined to reserve $3.5 million during 1999 for the claims raised in
   this lawsuit based upon the evaluation of a confidential settlement demand
   received from the DOJ, and review and evaluation of the resolution of
   comparable claims, in light of the company's assessment of the facts as
   known to the company and the legal theories advanced by the DOJ. On the
   same basis, the company believes, based upon a confidential settlement
   demand received from the DOJ and a review and assessment of the facts known
   to the company and the legal theories advanced by the DOJ that the range of
   exposure is between $4.4 million and $15.9 million, although the company is
   unable to predict with accuracy the ultimate resolution in this matter due
   to risks and uncertainties that make such an evaluation difficult at this
   time. The company believes it has meritorious defenses on each of these
   allegations and intends to aggressively defend these claims.

        On May 19, 2000, IBP signed a Partial Consent Decree with the EPA which
   makes environmental improvements that were already underway at IBP's Dakota
   City, Nebraska facility federally enforceable. Although this Partial Consent
   Decree does not purport to resolve all of the allegations in the Complaint,
   if EPA were to prevail in court on certain of its claims, these improvements
   may nonetheless satisfy part of the injunctive relief sought by EPA under the
   Complaint, a fact that EPA has acknowledged.

        Securities Litigation re: Environmental Liabilities. In February 2000,
   several lawsuits were filed against IBP by certain shareholders in the United
   States District Court for the District of Nebraska seeking to certify a class
   of all persons who purchased IBP stock between March 25, 1999 and January 12,
   2000. The complaints, seeking unspecified damages, allege that IBP violated
   Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule
   10b-5 thereunder, and claims IBP issued materially false statements about the
   company's compliance with environmental laws in order to inflate the
   company's stock price. The lawsuits have been consolidated and the Court has
   appointed three lead plaintiffs and has appointed lead and liaison counsel.
   An amended consolidated complaint with respect to all the actions was filed,
   and the company prepared and filed a motion to dismiss this complaint. On
   February 14, 2001, lead plaintiffs filed a motion for leave to amend the
   amended consolidated complaint to add additional claims on behalf of all
   persons who purchased IBP stock between March 25, 1999 to January 25, 2001.
   The proposed new claims are substantially similar to those alleged in the
   South Dakota and New York actions described below under the heading
   Securities Litigation re: Earnings Restatement, alleging that IBP

                                       10

<PAGE>

   violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934,
   and rule 10b-5 thereunder. On May 21, 2001, the Magistrate Judge issued two
   opinions recommending 1) the denial of plaintiffs request to amend the
   amended consolidated complaint, and 2) dismissal of the complaint in its
   entirety for failure to state a claim. Plaintiffs have appealed to the
   District Court judge, and a final decision is pending.

        Litigation re: Rawhide and Tyson Transactions. Between October 2 and
   November 1, 2000, fourteen class actions were filed in the Delaware Court of
   Chancery against IBP and members of the Board of Directors of IBP (the
   "Delaware Shareholder Litigation") relating to IBP's entry into the Rawhide
   Merger Agreement on October 1, 2000 (the "Rawhide Merger Agreement"), and
   IBP's termination of the Rawhide Merger Agreement in favor of the Tyson
   Merger Agreement on January 1, 2001 (the "Tyson Merger Agreement").

         On March 29, 2001, Tyson announced that it was "discontinuing" the
   Tyson Merger Agreement, and Tyson filed a lawsuit against IBP in the Chancery
   Court of Washington County, Arkansas alleging that IBP had fraudulently
   induced it to enter into the Tyson Merger Agreement. Tyson later amended
   its complaint to add claims for breach of representations and warranties
   contained in the Tyson Merger Agreement.

        On March 30, 2001, IBP filed a cross-claim against Tyson in the Delaware
   Shareholder Litigation seeking to compel specific performance of the Tyson
   Merger Agreement and to obtain a declaratory judgment that Tyson had no right
   to rescind or terminate the Tyson Merger Agreement. Tyson counterclaimed in
   the Delaware Shareholder Litigation claiming that the Tyson Merger Agreement
   was voidable on grounds of fraudulent inducement, negligent misrepresentation
   and mistake, that IBP had breached representations and warranties in the
   Tyson Agreement, that Tyson was entitled to restitution of the $66.5 million
   payment made by it to Rawhide on IBP's behalf, and that Tyson was entitled to
   a declaratory judgment that it had validly terminated the Tyson Merger
   Agreement.

        Following an expedited trial, the Delaware Court of Chancery issued an
   opinion on June 15, 2001 (revised on June 18, 2001) holding that 1) the Tyson
   Merger Agreement was valid and enforceable against Tyson and not induced by
   fraud, negligent misrepresentation, material misrepresentation or mistake; 2)
   Tyson breached its obligations to IBP by terminating the Tyson Merger
   Agreement; 3) Tyson did not breach any obligations to the plaintiff
   shareholders by failing to consummate the cash tender offer; and 4) IBP was
   entitled to specific performance of the Tyson Merger Agreement.

        On June 27, 2001, the Delaware Court of Chancery issued an Order,
   Judgment and Decree in accordance with its opinion. The Court also signed a
   Stipulation and Order (the "IBP/Tyson

                                       11

<PAGE>

   Stipulation") negotiated by IBP and Tyson, which required Tyson to
   consummate the transactions contemplated by the Tyson Merger Agreement as
   modified by the IBP/Tyson Stipulation.

        On June 27, 2001, IBP, Tyson and the shareholders in the Delaware
   Shareholder Litigation, entered into a Stipulation of Settlement pursuant to
   which Tyson agreed to proceed with the performance of its obligations under
   the Tyson Merger Agreement, as modified by the IBP/Tyson Stipulation. On
   August 3, 2001, the Delaware Court of Chancery issued an Order and Final
   Judgment approving the Stipulation of Settlement. The Order and Final
   Judgment provides for the settlement and release of all claims that have been
   or could have been asserted in the Delaware Court of Chancery, or any other
   forum, by any member of the Class of all IBP shareholders from October 2,
   2000 through the closing of the contemplated merger with Tyson, whether
   directly, representatively or derivatively, that have arisen or could have
   arisen from any of the acts that could have been asserted in the Delaware
   Shareholder Litigation, or in any other court, including any claim for
   violation of federal or state law, relating to the Tyson Merger Agreement or
   the Rawhide Merger Agreement. The release carves out the claims described
   below under the heading Securities Litigation re: Earnings Restatement. The
   Order and Final Judgment awarded counsel for the shareholder plaintiffs fees
   and expenses in the amount of $338,000.

         Two separate suits, containing the same general allegations as those
   contained in the Delaware Shareholder Litigation, were filed in the District
   Court for South Dakota. The first action against IBP and its directors,
   Teamsters Local Nos. 175 and 505 Pension Trust Fund v. IBP, inc., challenged
   the Rawhide Merger Agreement. The plaintiff in this action voluntarily
   dismissed its claim on April 5, 2001. In the second action, a shareholder
   derivative action entitled Reier v. Bond, IBP's motion to dismiss or stay
   remains pending. The South Dakota federal district court has scheduled an
   oral argument on the motion for August 17th. IBP has advised the district
   court and the plaintiff's counsel that the Order and Final Judgment entered
   by the Delaware Court of Chancery bars plaintiff's claim.

        Securities Litigation re: Earnings Restatement. Between January and
   March 2001, a number of lawsuits were filed by certain shareholders in the
   United States District Court for the District of South Dakota and one suit
   filed in the United States District Court for the Southern District of New
   York seeking to certify a class of all persons who purchased IBP stock
   between February 7, 2000 and January 25, 2001. The plaintiff in the New York
   action has voluntarily dismissed and refiled its complaint in South Dakota.
   The complaints, seeking unspecified damages, allege that IBP and certain
   members of management violated Sections 10(b) and 20(a) of the Securities
   Exchange Act of 1934, and Rule 10b-5 thereunder, and claims IBP issued
   materially false statements about the company's financial results in order to
   inflate the company's stock price. More specifically, these allegations

                                       12

<PAGE>

   relate primarily to the charges that IBP has taken relating to operations at
   its DFG Foods subsidiary, the restatement of earnings announced by IBP for
   certain periods in 1999 and 2000, IBP's announced adoption of a different
   method for accounting for certain components of its stock option plans, and
   certain issues raised by the SEC that have since been resolved. The South
   Dakota court has consolidated the actions and selected a lead plaintiff.
   Plaintiffs are expected to file a consolidated amended complaint. IBP intends
   to vigorously contest these claims.

        Preference Litigation. In late July 2001, the company resolved a claim
   from a trustee of a former customer now in bankruptcy of an alleged
   preference, for a sum within the $0- $3 million range previously disclosed in
   the company's Form 10-Q for the thirteen weeks ended March 31, 2001.

   J.  BUSINESS SEGMENTS

        Segment information has been prepared in accordance with FASB Statement
   of Financial Accounting Standards (SFAS) No. 131, "Disclosures about Segments
   of an Enterprise and Related Information." Performance of the segments is
   evaluated on earnings from operations.

        The Beef Carcass segment is involved in the slaughter of live fed
   cattle, reducing them to dressed carcasses and allied products for sales to
   further processors. Over 87% of Beef Carcass sales are to other IBP
   segments, chiefly to Beef Processing. The Beef Carcass segment also markets
   its allied products to manufacturers of pharmaceuticals and poultry feeds.

        The Beef Processing segment is primarily involved in fabrication of
   dressed beef carcasses into primal and sub- primal meat cuts.

        The Pork segment is involved in hog slaughter and fabrication and
   related allied product processing activities.

        The Beef Processing and Pork segments market their products to food
   retailers, distributors, wholesalers, restaurants and hotel chains and other
   food processors in domestic and international markets. The Pork segment also
   sells allied products to pharmaceutical and poultry feeds manufacturers.

        The Foodbrands America segment consists of several IBP subsidiaries,
   principally Foodbrands America, Inc., IBP Branded Foods, Inc. (formerly
   CBFA), The Bruss Company and The IBP Foods Co. The Foodbrands America group
   produces, markets and distributes a variety of frozen and refrigerated
   products to the "away from home" food preparation market, including pizza
   toppings and crusts, value-added pork-based products, ethnic specialty foods,
   appetizers, soups, sauces and side dishes as well as deli meats and processed
   beef, pork and poultry products. The Foodbrands America segment also
   produces portion-controlled premium beef and pork products for sale to
   restaurants and foodservice customers in domestic and international
   markets.

        The All Other segment includes several businesses that do not constitute
   reportable business segments. These businesses primarily include the
   company's logistics operations, its Lakeside Farm Industries, Ltd. subsidiary
   (Canadian beef slaughter and fabrication operation and cattle feedlot), its
   fresh meat case ready operations and its hide curing and tanning operations.

        Corporate includes various unallocated corporate items not attributable
   to the company's operating segments. The principal items in this caption are
   unallocated goodwill amortization and variable stock option expense
   (credits).

         Intersegment sales have been recorded at amounts approximating market.
   Earnings from operations are comprised of net sales less all identifiable
   operating expenses, allocated corporate selling, general and administrative
   expenses, and goodwill amortization. Allocable corporate costs are allocated
   generally based on sales. Net interest expense and income taxes have been
   excluded from segment operations.

                                       13

<PAGE>


<TABLE>
                                  13 Weeks Ended              26 Weeks Ended
                                -------------------        -------------------
                                             Restated                  Restated
                                June 30,     June 24,      June 30,    June 24,
                                  2001          2000         2001        2000
                                ---------    ---------    ---------    ---------
<S>                            <C>          <C>          <C>          <C>
NET SALES
Sales to unaffiliated
 customers:

 Beef Carcass                  $  252,667   $  274,776   $  505,217   $  556,864
 Beef Processing                2,084,321    2,081,096    4,052,833    4,030,358
 Pork                             586,582      617,888    1,145,390    1,191,272
 Foodbrands America               767,329      806,782    1,538,249    1,515,253
 All Other                        668,405      488,324    1,244,252      930,510
                                ---------    ---------    ---------    ---------
                               $4,359,304   $4,268,866   $8,485,941   $8,224,257
                                =========    =========    =========    =========

Intersegment sales:
 Beef Carcass                  $2,133,812   $1,983,223   $4,119,495   $3,928,399
 Beef Processing                  140,647       81,365      241,066      155,083
 Pork                             143,242       87,115      268,491      168,933
 Foodbrands America                   299         -             299         -
 All Other                         61,345       19,367      106,376       77,200
 Intersegment elimination      (2,479,345)  (2,171,070)  (4,735,727)  (4,329,615)
                                ---------    ---------    ---------    ---------
                                     -            -            -            -
                                =========    =========    =========    =========

Net sales:
 Beef Carcass                  $2,386,479   $2,257,999   $4,624,712   $4,485,263
 Beef Processing                2,224,968    2,162,461    4,293,899    4,185,441
 Pork                             729,824      705,003    1,413,881    1,360,205
 Foodbrands America               767,628      806,782    1,538,548    1,515,253
 All Other                        729,750      507,691    1,350,628    1,007,710
 Intersegment elimination      (2,479,345)  (2,171,070)  (4,735,727)  (4,329,615)
                                ---------    ---------    ---------    ---------
                               $4,359,304   $4,268,866   $8,485,941   $8,224,257
                                =========    =========    =========    =========

EARNINGS FROM OPERATIONS
 Beef Carcass                  $   59,164   $   22,609   $   72,742   $   64,662
 Beef Processing                    4,962       45,080       (7,726)      58,399
 Pork                              20,722        3,674       43,757       29,872
 Foodbrands America                (4,992)       2,111       (2,971)     (27,008)
 All Other                         28,723       26,946       52,025       49,455
                                ---------    ---------    ---------    ---------
   Earnings from Segments         108,579      100,420      157,827      175,380
 Corporate                        (14,610)      (3,385)      (5,585)      (3,828)
                                ---------    ---------    ---------    ---------
 Total Earnings from Operations    93,969       97,035      152,242      171,552

 Net interest expense             (24,020)     (21,635)     (50,026)     (42,950)
                                ---------    ---------    ---------    ---------
 Pre-tax earnings              $   69,949   $   75,400   $  102,216   $  128,602
                                =========    =========    =========    =========

NET SALES BY LOCATION
 OF CUSTOMERS
 United States                 $3,700,200   $3,627,799   $7,216,185   $6,950,047
 Japan                            257,032      257,447      483,045      514,444
 Canada                           161,918      149,921      299,949      286,885
 Mexico                            69,329       63,003      139,135      120,483
 Korea                             56,529       72,157      110,860      151,901
 Other foreign countries          114,296       98,539      236,767      200,497
                                ---------    ---------    ---------    ---------
                               $4,359,304   $4,268,866   $8,485,941   $8,224,257
                                =========    =========    =========    =========
</TABLE>

                                       14

<PAGE>

   K.   ADOPTION OF FAS 133

        The company adopted Statement of Financial Accounting Standards No. 133
   (FAS 133), "Accounting for Derivative Instruments and Hedging Activities", on
   December 31, 2000. In accordance with the transition provisions of FAS 133,
   the company recorded a net-of-tax cumulative-effect-type adjustment of
   $13,106 (gain) in earnings to recognize at fair value all derivatives that
   are designated as fair-value hedging instruments. The company also recorded a
   net-of-tax cumulative-effect-type adjustment of $13,143 (loss) in earnings to
   recognize the difference (attributable to the hedged risks) between the
   carrying values and fair values of related hedged assets and liabilities.
   Additionally, the company recorded $78 net-of-tax loss in earnings to reflect
   the fair value of derivatives that did not qualify as hedges under FAS 133.

        All derivatives are recognized on the balance sheet at their fair value.
   On the date the derivative contract is entered into, the company designates
   the derivative as (1) a hedge of the fair value of a recognized asset or
   liability or of an unrecognized firm commitment ("fair value" hedge) or (2) a
   foreign-currency fair-value ("foreign currency" hedge). Changes in the fair
   value of a derivative that is highly effective as - and that is designated
   and qualifies as - a fair-value hedge, along with the loss or gain on the
   hedged asset or liability that is attributable to the hedged risk (including
   losses or gains on firm commitments), are recorded in current-period
   earnings. Changes in the fair value of derivatives that are highly effective
   as - and that are designated and qualify as - foreign-currency hedges are
   recorded in current-period earnings.

        The company occasionally purchases a financial instrument that contains
   a derivative instrument that is "embedded" in the financial instrument. Upon
   purchasing the instrument, the company assesses whether the economic
   characteristics of the embedded derivative are clearly and closely related to
   the economic characteristics of the remaining component of the financial
   instrument (i.e., the host contract) and whether a separate instrument with
   the same terms as the embedded instrument would meet the definition of a
   derivative instrument. If it is determined that (1) the embedded derivative
   possesses economic characteristics that are not clearly and closely related
   to the economic characteristics of the host contract, and (2) a separate
   instrument with the same terms would qualify as a derivative instrument, the
   embedded derivative would be separated from the host contract, carried at
   fair value, and designated as a fair- value, cash-flow, or foreign-currency
   hedge, or as a trading derivative instrument. However, in cases where (1) the
   host contract is measured at fair value, with changes in fair value reported
   in current earnings or (2) the company is unable to reliably identify and
   measure an embedded derivative for separation from its host contract, the
   entire contract is carried

                                       15

<PAGE>

   on the balance sheet at fair value and is not designated as a hedging
   instrument.

        The company formally documents all relationships between hedging
   instruments and hedged items, as well as its risk- management objective and
   strategy for undertaking various hedge transactions. This process includes
   linking all derivatives that are designated as fair-value or foreign-
   currency hedges to specific assets and liabilities on the balance sheet or to
   specific firm commitments. The company also formally assesses, both at the
   hedge's inception and on an ongoing basis, whether the derivatives that are
   used in hedging transactions are highly effective in offsetting changes in
   fair values of hedged items. When it is determined that a derivative is not
   highly effective as a hedge or that it has ceased to be a highly effective
   hedge, the company discontinues hedge accounting prospectively, as discussed
   below.

        The company discontinues hedge accounting prospectively when (1) it is
   determined that the derivative is no longer effective in offsetting changes
   in the fair value or cash flows of a hedged item (including firm
   commitments); (2) the derivative expires or is sold, terminated, or
   exercised; (3) a hedged firm commitment no longer meets the definition of a
   firm commitment; or (4) management determines that designation of the
   derivative as a hedge instrument is no longer appropriate.

        When hedge accounting is discontinued because it is determined that the
   derivative no longer qualifies as an effective fair-value hedge, the
   derivative will continue to be carried on the balance sheet at its fair
   value, and the hedged asset or liability will no longer be adjusted for
   changes in fair value. When hedge accounting is discontinued because the
   hedged item no longer meets the definition of a firm commitment, the
   derivative will continue to be carried on the balance sheet at its fair
   value, and any asset or liability that was recorded pursuant to recognition
   of the firm commitment will be removed from the balance sheet and recognized
   as a gain or loss in current-period earnings. In all other situations in
   which hedge accounting is discontinued, the derivative will be carried at its
   fair value on the balance sheet, with changes in its fair value recognized in
   current-period earnings.

        At June 30, 2001 and December 30, 2000, the company had the following
   derivative activity, qualifying as fair value hedges:

       Interest and Currency Rate Derivatives:
        The  company's policy is to manage interest cost using  a
   mix of fixed and variable rate debt. To manage this mix in a cost-effective
   manner, the company may enter into interest rate swaps in which the company
   agrees to exchange, at specified intervals, the difference between fixed and
   variable interest amounts calculated by reference to an agreed-upon notional
   principal amount. These

                                       16

<PAGE>

   interest rate swaps effectively convert a portion of the company's fixed-
   rate debt to variable-rate debt, or vice versa.

        The notional amounts of these swap agreements were $350 million at
   year-end 2000. The notional amounts of these and other derivative instruments
   do not represent assets or liabilities of the company but, rather, are the
   basis for the settlements under the contract terms. The swaps were completely
   liquidated in early January 2001 for cash proceeds of $31 million, which
   has been included in cash flows from operating activities. The offsetting
   loss related to the debt will be amortized as a credit to interest expense
   over the debt lives through 2010.

        The company's Canadian subsidiary enters into currency futures contracts
   to hedge its exposures on receivables, live cattle and purchase commitments
   in foreign currencies. At June 30, 2001, the company had outstanding
   qualifying hedge contracts to buy Canadian dollars totaling CDN$50 million at
   various dates through 2001. Comparable outstanding contracts at year-end 2000
   totaled CDN$56 million. The company also had outstanding contracts at June
   30, 2001 and December 30, 2000 to sell $27 million and 20 million U.S.
   dollars, respectively at various dates, to hedge its receivables denominated
   in U.S. dollars.

       Commodity Derivatives:
       The company uses commodity futures contracts to hedge its forward
   livestock purchases. At June 30, 2001 and December 30, 2000, the company had
   outstanding approximately -0- and 800 qualifying hedge contracts,
   respectively to buy fed cattle and hogs and 8,300 and 6,500 contracts,
   respectively to sell fed cattle and hogs.

        There were no significant net gains or losses recognized in earnings
   during the reporting period representing the amount of the hedges'
   ineffectiveness.

                                       17

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>6
<FILENAME>dex993.txt
<DESCRIPTION>PRO FORMA FINANCIAL INFORMATION
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.3

                              UNAUDITED PRO FORMA
                    COMBINED CONDENSED FINANCIAL STATEMENTS
             REFLECTING ACQUISITION FOR CASH OF 50.1% OF IBP, INC.

   The following Unaudited Pro Forma Combined Condensed Balance Sheet at June
30, 2001 and the Unaudited Pro Forma Combined Condensed Statement of Income for
the fiscal year ended September 30, 2000 and the Unaudited Pro Forma Combined
Condensed Statement of Income for the nine months ended June 30, 2001 and,
together with the Pro Forma Balance Sheet, the "Tender Offer Pro Forma
Financial Statements" are presented using the purchase method of accounting to
give effect to the purchase by Tyson of 50.1% of the outstanding common stock
of IBP for cash. The Tender Offer Pro Forma Financial Statements do not reflect
the anticipated acquisition by Tyson of the remaining 49.9% interest in IBP in
the merger contemplated by Tyson.

     The Tender Offer Pro Forma Balance Sheet is derived from the unaudited
financial statements of Tyson contained in Tyson's Quarterly Report on Form 10-Q
for the nine months ended June 30, 2001 (the "Tyson 10-Q") and the unaudited
financial statements of IBP contained in IBP's Quarterly Report on Form 10-Q for
the twenty-six weeks ended June 30, 2001 (the "IBP 10-Q") and is presented as if
the cash tender offer had been completed on June 30, 2001. The Tender Offer
Unaudited Pro Forma Combined Condensed Income Statement for the fiscal year
ended September 30, 2000 has been derived from the audited financial statements
of Tyson contained in Tyson's Annual Report on Form 10-K for the fiscal year
ended September 30, 2001 and the unaudited financial statements of IBP contained
in IBP's restated historical financial statements contained in IBP's Annual
Report on Form 8-K, dated November 3, 2000, as amended, and IBP's restated
historical unaudited financial statements contained in IBP's Quarterly Reports
on Form 10-Q (the "IBP Restated 10-Qs"), and is presented as if the cash tender
offer had been completed on October 3, 1999. The Tender Offer Unaudited Pro
Forma Combined Condensed Income Statement for the nine months ended June 30,
2001 has been derived from the unaudited financial statements of Tyson contained
in the Tyson 10-Q and the financial statements and information of IBP contained
in IBP's Annual Report on Form 10-K for the fiscal year ended December 30, 2000,
the IBP 10-Q and the IBP Restated 10-Qs.

   The pro forma adjustments reflected in the Tender Offer Pro Forma Financial
Statements represent estimated values and amounts based on available
information regarding IBP's assets and liabilities. The actual adjustments that
will result from the cash tender offer will be based on further evaluations and
may differ substantially from the adjustments presented herein. The Tender
Offer Pro Forma Financial Statements are presented for illustrative purposes
only and are not necessarily indicative of the financial position or operating
results that would have been achieved had the cash tender offer been
consummated as of the dates indicated or of the results that may be obtained in
the future.

     The Tender Offer Pro Forma Financial Statements should be read in
conjunction with the accompanying notes and the historical financial statements
of the corporations incorporated by reference or referred to in this Form 8-K.


                                        1

<PAGE>

                               TYSON FOODS, INC.

       UNAUDITED TENDER OFFER PRO FORMA COMBINED CONDENSED BALANCE SHEET

             REFLECTING ACQUISITION FOR CASH OF 50.1% OF IBP, INC.
                                 JUNE 30, 2001
                           (IN MILLIONS OF DOLLARS)

<TABLE>
<CAPTION>
                                                           (A)         (B)        (C)        (A)+(B)+(C)
                                                       TYSON FOODS,                   PRO FORMA
                                                       ------------           -------------------------
                                                           INC.     IBP, INC. ADJUSTMENTS     COMBINED
                                                           ----     --------- -----------    -----------
<S>                                                    <C>          <C>       <C>            <C>
ASSETS
Current Assets:
   Cash and cash equivalents..........................   $   71.2   $   19.3   $      --      $    90.5
   Accounts receivable................................      527.8      705.5          --        1,233.3
   Inventories........................................      972.4      982.9          --        1,955.3
   Other current assets...............................       48.9       93.8          --          142.7
                                                         --------   --------   ---------      ---------
       Total current assets...........................    1,620.3    1,801.5          --        3,421.8
                                                         --------   --------   ---------      ---------
   Net property, plant and equipment..................    2,127.7    1,731.9          --        3,859.6
   Excess of investments over net assets acquired.....      930.2         --      (930.2)(6)         --
   Goodwill...........................................         --      946.7       830.5 (1)    2,707.4
                                                                                   930.2 (6)
   Other assets.......................................      311.2      172.3       (12.9)(4)      403.6
                                                                                   (67.0)(5)
                                                         --------   --------   ---------      ---------
       Total assets...................................   $4,989.4   $4,652.4   $   750.6      $10,392.4
                                                         --------   --------   ---------      ---------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Notes payable......................................   $   29.5   $1,023.0   $      --      $ 1,052.5
   Current portion of long-term debt..................       16.4        5.8          --           22.2
   Trade accounts payable.............................      331.4      432.1          --          763.5
   Other accrued liabilities..........................      407.2      392.1          --          799.3
                                                         --------   --------   ---------      ---------
   Total current liabilities..........................      784.5    1,853.0          --        2,637.5
                                                         --------   --------   ---------      ---------
   Long-term debt.....................................    1,614.0      687.6     1,708.4 (2)    4,010.0
   Deferred income taxes..............................      367.8      199.8          --          567.6
   Other liabilities..................................       78.6         --          --           78.6
   Minority interest..................................         --         --       954.2 (7)      954.2
Shareholders' Equity:
   Class A common stock...............................       13.8        5.5        (5.5)(3)       13.8
   Class B common stock...............................       10.3         --          --           10.3
   Capital in excess of par value.....................      734.8      442.5      (442.5)(3)      734.8
   Retained earnings..................................    1,730.5    1,537.3    (1,537.3)(3)    1,730.5
   Accumulated other comprehensive income.............       (8.2)     (12.7)       12.7 (3)       (8.2)
                                                         --------   --------   ---------      ---------
                                                          2,481.2    1,972.6    (1,972.6)       2,481.2
   Treasury stock.....................................      330.3       60.6       (60.6)(3)      330.3
   Unamortized deferred compensation..................        6.4         --          --            6.4
                                                         --------   --------   ---------      ---------
       Total shareholders' equity.....................    2,144.5    1,912.0    (1,912.0)       2,144.5
                                                         --------   --------   ---------      ---------
       Total liabilities and shareholders' equity.....   $4,989.4   $4,652.4   $   750.6      $10,392.4
                                                         ========   ========   =========      =========
</TABLE>

                            See accompanying notes.

                                      2

<PAGE>

                               TYSON FOODS, INC.

    UNAUDITED TENDER OFFER PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
             REFLECTING ACQUISITION FOR CASH OF 50.1% OF IBP, INC.

                     FISCAL YEAR ENDED SEPTEMBER 30, 2000
              (IN MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                               (A)        (B)        (C)       (A)+(B)+(C)
                                                                                         PRO FORMA
                                                              TYSON              ------------------------
                                                           FOODS, INC. IBP, INC. ADJUSTMENTS    COMBINED
                                                           ----------- --------- -----------   -----------
<S>                                                        <C>         <C>       <C>           <C>
Sales.....................................................  $7,157.8   $16,674.5  $     --      $23,832.3
Cost of Sales.............................................   6,043.4    15,630.5        --       21,673.9
                                                            --------   ---------  --------      ---------
                                                             1,114.4     1,044.0        --        2,158.4
Expenses:
   Selling, general administrative........................     765.9       552.0        --        1,317.9
   Other..................................................        --        31.3        --           31.3
                                                            --------   ---------  --------      ---------
Operating income..........................................     348.5       460.7        --          809.2
Other expenses:
   Interest...............................................     115.0        83.2    119.6 (1)       317.8
   Other..................................................      (1.2)         --        --           (1.2)
                                                            --------   ---------  --------      ---------
Income before taxes on income, accounting change and
  extraordinary loss......................................     234.7       377.5    (119.6)         492.6
Provision for income taxes................................      83.5       142.1     (45.4)(2)      180.2
Minority interest.........................................        --          --     155.9(3)       155.9
                                                            --------   ---------  --------      ---------
Net income before accounting change and extraordinary loss  $  151.2   $   235.4  $ (230.1)     $   156.5
                                                            ========   =========  ========      =========
Weighted average shares outstanding:
   Basic..................................................     225.0       103.6                    225.0
   Diluted................................................     226.0       107.1                    226.0
Earnings per share before accounting change and
  extraordinary loss
   Basic..................................................  $   0.67   $    2.24                $    0.70
   Diluted................................................  $   0.67   $    2.17                $    0.69
</TABLE>

                            See accompanying notes.

                                      3

<PAGE>

                               TYSON FOODS, INC.

    UNAUDITED TENDER OFFER PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
             REFLECTING ACQUISITION FOR CASH OF 50.1% OF IBP, INC.

                        NINE MONTHS ENDED JUNE 30, 2001
              (IN MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                           (A)        (B)         (C)      (A)+(B)+(C)
                                                                                     PRO FORMA
                                                          TYSON               -----------------------
                                                       FOODS, INC. IBP, INC.  ADJUSTMENTS   COMBINED
                                                       ----------- ---------  -----------  -----------
<S>                                                    <C>         <C>        <C>          <C>
Sales.................................................  $5,464.8   $12,897.0    $   --      $18,361.8
Cost of sales.........................................   4,708.1    12,214.1        --       16,922.2
                                                        --------   ---------    ------      ---------
                                                           756.7       682.9        --        1,439.6
Expenses:
   Selling, general and administrative................     608.2       511.1                  1,119.3
   Other..............................................        --        (6.9)       --           (6.9)
                                                        --------   ---------    ------      ---------
Operating income......................................     148.5       178.7        --          327.2
Other expenses:
   Interest...........................................      81.1        74.1      89.7 (1)      244.9
   Other..............................................       3.7          --        --            3.7
                                                        --------   ---------    ------      ---------
Income before taxes on income, accounting change and
  extraordinary loss..................................      63.7       104.6     (89.7)          78.6
Provision for income taxes............................      22.3        48.4     (34.1)(2)       36.6
Minority interest.....................................       1.1          --      21.0 (3)       22.1
                                                        --------   ---------    ------      ---------
Net income before accounting change and
  extraordinary loss..................................  $   40.3   $    56.2    $(76.6)     $    19.9
                                                        ========   =========    ======      =========
Weighted average shares outstanding:
   Basic..............................................     221.7       105.9                    221.7
   Diluted............................................     222.3       106.9                    222.3
Earnings per share before accounting change and
  extraordinary item:
   Basic..............................................  $   0.18   $    0.53                $    0.09
   Diluted............................................  $   0.18   $    0.53                $    0.09
</TABLE>

                            See accompanying notes.

                                      4

<PAGE>

         NOTES TO UNAUDITED TENDER OFFER PRO FORMA COMBINED CONDENSED
                                 BALANCE SHEET
             REFLECTING ACQUISITION FOR CASH OF 50.1% OF IBP, INC.

   The following adjustments are based upon Tyson's preliminary purchase price
allocation as further described below.

(1)To record the excess of purchase price over net assets acquired as follows
   (in millions):

<TABLE>
<CAPTION>
   Purchase consideration:
   <S>                                                         <C> <C>
      Cash paid for 50.1% of outstanding IBP shares
        (53,612,688 shares at $30)............................     $1,608.4
      Estimated acquisition expenses..........................        167.0
      IBP stock currently owned by Tyson......................         12.9
                                                                   --------
      Total acquisition consideration.........................     $1,788.3
                                                                   ========
      Total purchase price....................................     $1,788.3
   Less:

      Estimated fair value of the assets of the company
        acquired less liabilities assumed (a) and (b).........       (957.8)
                                                                   --------
      Goodwill................................................     $  830.5
                                                                   ========
</TABLE>
- --------
    (a)Based upon currently available information Tyson has assumed for
       purposes of these Acquisition Unaudited Pro Forma Financial Statements
       that 50.1% at the book value of IBP's tangible assets and liabilities
       approximate their fair value. Tyson is in the process of performing a
       detailed analysis and outside appraisal of the fair values of the assets
       of IBP acquired and liabilities assumed. Based upon this detailed
       analysis, which has not yet been completed, the allocation of the excess
       purchase price over the book value of IBP may be further refined. This
       may result in a portion of the purchase price being further allocated to
       property, plant and equipment and other identifiable intangible assets
       with the remainder, representing goodwill. Tyson anticipates completing
       this detailed analysis and finalizing the purchase price allocation in
       fiscal 2002.

       On June 29, 2001, the Financial Accounting Standards Board, or the FASB,
       approved the final standards resulting from its deliberations on the
       business combinations project. The FASB issued Financial Accounting
       Standards No. 141 BUSINESS COMBINATIONS, and No. 142, GOODWILL AND OTHER
       INTANGIBLE ASSETS, in late July.

       Statement 141 includes the criteria for the recognition of intangible
       assets separately from goodwill, is effective for any business
       combination accounted for by the purchase method that is completed after
       June 30, 2001. Statement 142, which includes the requirements to test
       goodwill and indefinite lived intangible assets for impairment rather
       than amortize them, will be effective for fiscal years beginning after
       December 15, 2001 with early adoption permitted for companies with
       fiscal years beginning after March 15, 2001, provided they have not yet
       issued their first quarter financial statements. In all cases, Statement
       142 must be adopted as of the beginning of a fiscal year. The pro forma
       adjustments do not include any goodwill amortization.


     (b)Tyson will perform a detailed analysis and measurement of the fair
        value of assets and liabilities assumed. Tyson anticipates completing
        this analysis in fiscal 2002. This may result in goodwill.

(2)To reflect incremental additional debt required to finance the acquisition.
   The amounts reflect the additional borrowings that will be required to
   purchase IBP shares for cash of $1,708 million plus estimated remaining
   unfunded acquisition costs of $100 million. A portion of IBP's debt may be
   retired and replaced with new debt.

(3)To eliminate IBP's stockholders' equity balances.

(4)To reclassify shares of IBP's stock currently owned by Tyson.

(5)To reclassify termination and other fees paid.

(6)To reclassify amount previously reported as excess of investments over net
   assets acquired to goodwill.

(7)To record minority interest.


                                      5

<PAGE>

         NOTES TO UNAUDITED TENDER OFFER PRO FORMA COMBINED CONDENSED
                             STATEMENTS OF INCOME
             REFLECTING ACQUISITION FOR CASH OF 50.1% OF IBP, INC.

   The following adjustments are based upon Tyson's preliminary purchase price
allocation as further described below.

(1)To reflect increased interest expense resulting from the acquisition debt of
   $1,708 million based on an assumed interest rate of 7% representing Tyson's
   expected incremental interest rate for debt related to the acquisition. The
   effect of a  1/8% change in the interest rate is equal to approximately $2.2
   million in additional interest expense.

(2)To reflect the net tax benefit resulting from the additional interest
   expense at Tyson's statutory tax rates of 38%.

(3)The following schedule conforms IBP's most recent fiscal year to Tyson's
   fiscal year ended September 30, 2000 (in millions):

<TABLE>
<CAPTION>
                                                              (B)       (C)
                                                   (A)     RESTATED  RESTATED  (A)-(B)+(C)
                                                 RESTATED  UNAUDITED UNAUDITED  UNAUDITED
                                                 52 WEEKS  39 WEEKS  39 WEEKS   52 WEEKS
                                                  ENDED      ENDED     ENDED      ENDED
                                                 12/25/99  9/25/1999 9/23/2000   9/30/00
                                                 --------- --------- --------- -----------
<S>                                              <C>       <C>       <C>       <C>
Sales........................................... $15,121.7 $10,985.8 $12,538.6  $16,674.5
Cost of sales...................................  14,126.6  10,260.6  11,764.5   15,630.5
                                                 --------- --------- ---------  ---------
                                                     995.1     725.2     774.1    1,044.0
Expenses:
   Selling, general and administrative..........     440.5     310.9     422.4      552.0
   Other expense................................        --        --      31.3       31.3
                                                 --------- --------- ---------  ---------
Operating income................................     554.6     414.3     320.4      460.7
Interest expense................................      67.8      48.7      64.1       83.2
                                                 --------- --------- ---------  ---------
Income before taxes on income, accounting change
  and extraordinary loss........................     486.8     365.6     256.3      377.5
Provision for income taxes......................     168.9     124.3      97.5      142.1
                                                 --------- --------- ---------  ---------
Earnings before accounting change and
  extraordinary loss............................ $   317.9 $   241.3 $   158.8  $   235.4
                                                 ========= ========= =========  =========
</TABLE>


                                     6

<PAGE>

(4)The following schedule conforms IBP's most recent interim period to Tyson's
   thirty-nine weeks ended June 30, 2001 (in millions):

<TABLE>
<CAPTION>
                                                               (B)
                                                            RESTATED     (C)    (A)-(B)+(C)
                                                    (A)     UNAUDITED UNAUDITED  UNAUDITED
                                                  53 WEEKS  39 WEEKS  26 WEEKS   9 MONTHS
                                                   ENDED      ENDED     ENDED      ENDED
                                                 12/30/2000 9/23/2000 6/30/2001  6/30/2001
                                                 ---------- --------- --------- -----------
<S>                                              <C>        <C>       <C>       <C>
Sales........................................... $16,949.7  $12,538.6 $8,485.9   $12,897.0
Cost of sales...................................  15,913.3   11,764.5  8,065.3    12,214.1
                                                 ---------  --------- --------   ---------
                                                   1,036.4      774.1    420.6       682.9
Expenses:
   Selling, general and administrative..........     658.2      422.4    275.3       511.1
   Other expense (income).......................      31.3       31.3     (6.9)       (6.9)
                                                 ---------  --------- --------   ---------
Operating income................................     346.9      320.4    152.2       178.7
Interest expense................................      88.2       64.1     50.0        74.1
                                                 ---------  --------- --------   ---------
Income before taxes on income, accounting change
  and extraordinary loss........................     258.7      256.3    102.2       104.6
Provision for income taxes......................     106.0       97.5     39.9        48.4
                                                 ---------  --------- --------   ---------
Earnings before accounting change and
  extraordinary loss............................ $   152.7  $   158.8 $   62.3   $    56.2
                                                 =========  ========= ========   =========
</TABLE>

                                    7

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
