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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] AnnualReportPursuanttoSection13or15(d)oftheSecuritiesExchangeActof1934
Forthefiscalyearended October 3, 2015
[ ] TransitionReportPursuanttoSection13or15(d)oftheSecuritiesExchangeActof1934
Forthetransitionperiodfromto
001-14704
(CommissionFileNumber)
______________________________________________
TYSON FOODS, INC.
(Exactnameofregistrantasspecifiedinitscharter)
______________________________________________
Delaware 71-0225165
(Stateorotherjurisdictionof
incorporationororganization) 
(I.R.S.EmployerIdentificationNo.)
2200 West Don Tyson Parkway, Springdale, Arkansas 72762-6999
(Addressofprincipalexecutiveoffices)  (ZipCode)
Registrant’s telephone number, including area code: (479) 290-4000
SecuritiesRegisteredPursuanttoSection12(b)oftheAct:
Title of Each Class Name of Each Exchange on Which Registered
ClassACommonStock,ParValue$0.10 NewYorkStockExchange
SecuritiesRegisteredPursuanttoSection12(g)oftheAct:NotApplicable
Indicatebycheckmarkiftheregistrantisawell-knownseasonedissuer,asdefinedinRule405oftheSecuritiesAct.Yes[X] No[]
IndicatebycheckmarkiftheregistrantisnotrequiredtofilereportspursuanttoSection13orSection15(d)oftheAct.Yes[]No [X]
Indicatebycheckmarkwhethertheregistrant(1)hasfiledallreportsrequiredtobefiledbySection13or15(d)oftheSecuritiesExchangeActof1934duringthe
preceding12months(orforsuchshorterperiodthattheregistrantwasrequiredtofilesuchreports),and(2)hasbeensubjecttosuchfilingrequirementsforthe
past90days.Yes[X] No[]
Indicatebycheckmarkwhethertheregistranthassubmittedelectronicallyandpostedonitscorporatewebsite,ifany,everyInteractiveDataFilerequiredtobe
submittedandpostedpursuanttoRule405ofRegulationS-T(§232.405ofthischapter)duringthepreceding12months(orforsuchshorterperiodthatthe
registrantwasrequiredtosubmitandpostsuchfiles).Yes[X] No[]
IndicatebycheckmarkifdisclosureofdelinquentfilerspursuanttoItem405ofRegulationS-K(§229.405ofthischapter)isnotcontainedherein,andwillnotbe
contained,tothebestofregistrant’sknowledge,indefinitiveproxyorinformationstatementsincorporatedbyreferenceinPartIIIofthisForm10-Korany
amendmenttothisForm10-K.[X ]
Indicatebycheckmarkwhethertheregistrantisalargeacceleratedfiler,anacceleratedfiler,anon-acceleratedfiler,orasmallerreportingcompany.See
definitionsof“largeacceleratedfiler,”“acceleratedfiler”and“smallerreportingcompany”inRule12b-2oftheExchangeAct.
Largeacceleratedfiler[X ]
Acceleratedfiler[]
Non-acceleratedfiler[](Donotcheckifasmallerreportingcompany)
Smallerreportingcompany[]
Indicatebycheckmarkwhethertheregistrantisashellcompany(asdefinedinRule12b-2oftheExchangeAct).Yes[]No[X]

Table of contents

  • Page 1
    ... Don Tyson Parkway, Springdale, Arkansas (Address of principal executive offices) 72762-6999 (Zip Code) Registrant's telephone number, including area code: Title of Each Class Class A Common Stock, Par Value $0.10 (479) 290-4000 Name of Each Exchange on Which Registered New York Stock...

  • Page 2
    ... and Supplementary Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and...

  • Page 3
    ... Foods. Following the sale of the Mexico and Brazil operations in fiscal 2015, we began reporting our international operation, which was previously reported as the International segment, in Other. Other now includes our foreign chicken production operations in China and India and third-party merger...

  • Page 4
    ... to manufacturing and marketing frozen and refrigerated food products and logistics operations to move products through the supply chain. On August 28, 2014, we completed the acquisition of Hillshire Brands, a manufacturer and marketer of branded, convenient foods which includes brands such as Jimmy...

  • Page 5
    ... foot research and development facility outside Chicago, Illinois assumed in our Hillshire Brands acquisition, which includes five test kitchens and a USDA-inspected pilot plant. The Discovery Centers enable us to bring new market-leading retail and foodservice products to the customer quickly and...

  • Page 6
    ... quality. In addition to our own internal Food Safety and Quality Assurance oversight and review, our chicken, beef, pork and prepared foods products are subject to inspection prior to distribution, primarily by the United States Department of Agriculture (USDA) and the United States Food and Drug...

  • Page 7
    ... Hillshire Brands' and Tyson's business practices, policies, cultures and operations. This diversion of our management's attention from day-to-day business operations and the execution and pursuit of strategic plans and initiatives could result in performance shortfalls, which could adversely...

  • Page 8
    ... could materially and adversely affect our profitability, financial condition and results of operations. The prices we receive for our products may fluctuate due to competition from other food producers and processors. The food industry in general is intensely competitive. We face competition from...

  • Page 9
    ...as well as our operations and assets in such countries. In fiscal 2015 , we sold products to approximately 130 countries. Major sales markets include Brazil, Canada, Central America, China, the European Union, Japan, Mexico, the Middle East, South Korea, and Taiwan. Our sales to customers in foreign...

  • Page 10
    ... or extend our brand image. If we do not maintain or extend our brand image, then our product sales, financial condition and results of operations could be materially and adversely affected. Failure to leverage our brand value propositions to compete against private label products, especially during...

  • Page 11
    ... regulations by authorities that oversee food safety standards and processing, packaging, storage, distribution, advertising, labeling and export of our products. See "Environmental Regulation and Food Safety" in Item 1 of this Annual Report on Form 10-K. Changes in laws or regulations that impose...

  • Page 12
    ...rely on information technology systems to manage business data and increase efficiencies in our production and distribution facilities and inventory management processes. We also use information technology to process financial information and results of operations for internal reporting purposes and...

  • Page 13
    ... to, or adverse change to trade terms with, a significant customer could materially and adversely affect our product sales, financial condition and results of operations. Extreme factors or forces beyond our control could negatively impact our business. Our ability to make, move and sell products is...

  • Page 14
    ... and certain related transactions to qualify as tax-free under Sections 355, 368(a)(1)(D), and 361 and related provisions of the United States Internal Revenue Code, which we refer to as the Code, and Hillshire Brands received a private letter ruling from the IRS substantially to the effect that the...

  • Page 15
    ... operations, cash flows and financial condition. Participation in a Multiemployer Pension Plan could adversely affect our business. Through our wholly owned subsidiary, Hillshire Brands, we participate in a "multiemployer" pension plan administered by a labor union representing some of its employees...

  • Page 16
    ...- five day week, Prepared Foods- five day week, Beef and Pork- six day week. Includes our owned Chicago, Illinois hospitality plant and our Jefferson, Wisconsin, plant scheduled to close in the back half of fiscal 2016. Chicken: Chicken processing plants include various phases of slaughtering...

  • Page 17
    ... Oklahoma's request for injunctive relief began on September 24, 2009. Closing arguments were held on February 11, 2010. The district court has not yet rendered its decision from the trial. Other Matters: We currently have approximately 113,000 employees and, at any time, have various employment...

  • Page 18
    ... Operations, Fresh Beef/Pork, Poultry and Prepared Foods Executive Vice President and Chief Financial Officer Executive Vice President and Chief Human Resources Officer Executive Vice President, Operations Services President and Chief Executive Officer President, Fresh Meats Executive...

  • Page 19
    ... and Operations Services since 2007, Group Vice President Information Systems, Purchasing and Distribution since 2006 and Senior Vice President and Chief Information Officer since 2005. Mr. Smith was initially employed by the Company in 1980. Stephen R. Stouffer was appointed President, Fresh Meats...

  • Page 20
    ... $0.10 per year. MARKET INFORMATION Our Class A stock is traded on the New York Stock Exchange under the symbol "TSN." No public trading market currently exists for our Class B stock. The high and low sales prices of our Class A stock for each quarter of fiscal 2015 and 2014 are represented in the...

  • Page 21
    ... and The J.M. Smucker Company. The differences between the current peer group and the previous peer group were the removal of Hillshire Brands and Kraft Foods Group Inc. because both ceased being publicly traded companies in fiscal 2014 and fiscal 2015, respectively, and the addition of PepsiCo, Inc...

  • Page 22
    ... sale of our Brazil operation and Mexico's undistributed earnings tax, $197 million pretax expense related to the Hillshire Brands acquisition, integration and costs associated with our Prepared Foods improvement plan, $40 million pretax expense related to the Hillshire Brands post-closing results...

  • Page 23
    ...million for fiscal 2015, 2014, 2013, 2012 and 2011, respectively, as it is included in Interest expense. EBITDA represents net income, net of interest, income tax and depreciation and amortization. Net debt to EBITDA represents the ratio of our debt, net of cash and short-term investments, to EBITDA...

  • Page 24
    ... of Hillshire Brands and the positive impact of 53 weeks in fiscal 2015. We continued to execute our strategy of accelerating growth in domestic value-added chicken sales, prepared food sales, innovating products, services and customer insights and cultivating our talent development to support Tyson...

  • Page 25
    ... Foods improvement plan. • $42 million, or ($0.16) per diluted share, related to an impairment in our Brazil operation and Mexico undistributed earnings tax. • $40 million, or ($0.07) per diluted share, related to the Hillshire Brands post-closing results, purchase price accounting adjustments...

  • Page 26
    ... Brands in our final month of fiscal 2014 in addition to an extra week in fiscal 2015. The increase in sales volume was partially offset by a decrease in the Beef and Pork segments along with the divestitures of the Mexico and Brazil chicken operations in fiscal 2015. • Average Sales Price - Sales...

  • Page 27
    ... costs and employee severance and retention costs associated with the Hillshire Brands acquisition and implementation of our Prepared Foods strategy. • Decrease of $17 million in all other primarily related to professional fees. 2014 vs. 2013 - • Increase of $272 million in selling, general and...

  • Page 28
    ..., net 2015 2014 in millions 2013 $ (36) $ 53 $ (20) 2015 - Included $12 million of equity earnings in joint ventures and $21 million of gains on the sale of equity securities. 2014 - Included $60 million of costs associated with bridge financing facilities for the Hillshire Brands...

  • Page 29
    ..., Beef, Pork and Prepared Foods. Following the sale of our Mexico and Brazil operations in fiscal 2015, we began reporting our international operation in Other, which was previously reported as the International segment. Other now includes our foreign chicken production operations in China and India...

  • Page 30
    ... 2014 vs. 2013 - • Sales Volume - Sales volume decreased due to a reduction in live cattle processed. • Average Sales Price - Average sales price increased due to lower domestic availability of beef products. • Operating Income - Operating income increased due to improved operational execution...

  • Page 31
    ... associated with the Prepared Foods improvement plan, Hillshire Brands post-closing results, purchase price accounting adjustments and ongoing costs related to a legacy Hillshire Brands plant fire. Other Results Sales Operating Loss $ 2015 879 $ (99) 2014 1,381 $ (195) Change...

  • Page 32
    ... input costs and price increases associated with the increased input costs. • 2013 - Decreased primarily due to a higher accounts receivable balance, partially offset by increases in accrued salaries, wages and benefits and income tax payable. The higher accounts receivable balance is largely due...

  • Page 33
    ... Purchases of marketable securities included funding for our deferred compensation plans. Proceeds from sale of businesses primarily included proceeds, net of cash transferred, from the sale of the Mexico and Brazil operations. Acquisitions in fiscal 2014 related to acquiring Hillshire Brands and an...

  • Page 34
    ..., net of underwriting discounts and other offering related fees and expenses, of $873 million. Purchases of Tyson Class A common stock include - • $455 million, $250 million and $550 million for shares repurchased pursuant to our share repurchase program in fiscal 2015, 2014 and 2013, respectively...

  • Page 35
    ...We monitor the ratio of our net debt to EBITDA as support for our long-term financing decisions. At October 3, 2015 , and September 27, 2014 , the ratio of our net debt to EBITDA was 2.1x and 4.1x, respectively. Refer to Part II, Item 6, Selected Financial Data, for an explanation and reconciliation...

  • Page 36
    ... in fiscal 2015 and $9 million in fiscal 2014. The exact amount of cash contributions made to pension plans in any year is dependent upon a number of factors, including minimum funding requirements. As a result, the actual funding in fiscal 2016 may be different from the estimate. OFF-BALANCE SHEET...

  • Page 37
    ... excluded. Amounts include estimated amounts to complete buildings and equipment under construction as of October 3, 2015 . Other long-term liabilities primarily consist of deferred compensation, deferred income, self-insurance, and asset retirement obligations. We are unable to reliably estimate...

  • Page 38
    ...to gains or losses that could be material. Cash consideration given to customers is considered a reduction in the price of our products, thus recorded as a reduction to sales. The remainder of marketing and advertising costs is recorded as a selling, general and administrative expense. 37 A 10...

  • Page 39
    ... have not made any material changes in the accounting methodology used to establish our selfinsurance liability during the past three fiscal years. We use an independent third-party actuary to assist in determining our self-insurance liability. We and the actuary consider a number of factors when...

  • Page 40
    ..., asset classes within the plans. We then determined a respectively. A 1% decrease in the discount rate at long-term projected rate-of-return based on expected October 3, 2015, would result in an increase in the returns. Investment, management and other fees paid projected benefit obligation and net...

  • Page 41
    ... in excess of our recorded unrecognized tax benefit liabilities, our effective tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement would require use of our cash and generally result in an increase in our effective tax rate in the period of...

  • Page 42
    ... the long-term business plan period. Generally, we utilize normalized operating margin assumptions based on future expectations and operating margins historically realized in the reporting units' industries. For the fiscal 2015 impairment test of material reporting units, our Beef and Prepared Foods...

  • Page 43
    ... in a material goodwill impairment loss. The current year Prepared Foods reporting unit results were not indicative of future market participant expectations in an exit transaction as we are still integrating Hillshire Brands into the reporting unit including capturing the full benefit of the...

  • Page 44
    ...27, 2014 . The fair values of our debt were estimated based on quoted market prices and/or published interest rates. We have interest rate risk associated with our pension and post-retirement benefit obligations. Changes in interest rates impact the liabilities associated with these benefit plans as...

  • Page 45
    ... and generally do not require collateral. At October 3, 2015 , and September 27, 2014 , 20.0% and 18.6% , respectively, of our net accounts receivable balance was due from Wal-Mart Stores, Inc. No other single customer or customer group represented greater than 10% of net accounts receivable...

  • Page 46
    ... DATA TYSON FOODS, INC. CONSOLIDATED STATEMENTS OF INCOME Sales Cost of Sales Gross Profit Selling, General and Administrative Operating Income Other (Income) Expense: Interest income Interest expense Other, net Total Other (Income) Expense Income from Continuing Operations before Income Taxes...

  • Page 47
    TYSON FOODS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Net Income Other Comprehensive Income (Loss), Net of Taxes: Derivatives accounted for as cash flow hedges Investments Currency translation Postretirement benefits Total Other Comprehensive Income (Loss), Net of Taxes ...

  • Page 48
    TYSON FOODS, INC. CONSOLIDATED BALANCE SHEETS October 3, 2015, and September 27, 2014 in millions, except share and per share data Assets Current Assets: Cash and cash equivalents Accounts receivable, net Inventories Other current assets Assets held for sale Total Current Assets Net Property, ...

  • Page 49
    ...), Net of Tax: Balance at beginning of year Other Comprehensive Income (Loss) Balance at end of year Treasury Stock: Balance at beginning of year Purchase of Class A common stock Convertible debt settlement Convertible note hedge settlement Warrant settlement Stock-based compensation Balance at...

  • Page 50
    48

  • Page 51
    ... payable Net changes in other operating assets and liabilities Cash Provided by Operating Activities Cash Flows From Investing Activities: Additions to property, plant and equipment Purchases of marketable securities Proceeds from sale of marketable securities Acquisitions, net of cash acquired...

  • Page 52
    ... 1935 with world headquarters in Springdale, Arkansas, is one of the world's largest food companies with leading brands such as Tyson®, Jimmy Dean®, Hillshire Farm®, Sara Lee®, Ball Park®, Wright®, Aidells® and State Fair®. We are a recognized market leader in chicken, beef and pork as well...

  • Page 53
    ... in fiscal 2014. The discount rate used in our indefinite life intangible test was 8.0% in fiscal 2015. We did not have material indefinite life intangible assets prior to the acquisition of Hillshire Brands in August 2014. During fiscal 2015, 2014 and 2013, all of our material reporting units that...

  • Page 54
    ... securities. We have determined all of our marketable debt securities are available-for-sale investments. These investments are reported at fair value based on quoted market prices as of the balance sheet date, with unrealized gains and losses, net of tax, recorded in other comprehensive income. The...

  • Page 55
    ...the current period presentation. NOTE 2: RECENTLY ISSUED ACCOUNTING PRONOUCEMENTS In May 2014, the Financial Accounting Standards Board (FASB) issued guidance changing the criteria for recognizing revenue. The guidance provides for a single five-step model to be applied to all revenue contracts with...

  • Page 56
    ... fourth quarter of fiscal 2015. Cash and cash equivalents Accounts receivable Inventories Other current assets Property, Plant and Equipment Goodwill Intangible Assets Other Assets Accounts payable Other current liabilities Long-Term Debt Deferred Income Taxes Other Liabilities Net asset acquired...

  • Page 57
    ... conducted an impairment test and recorded a $39 million impairment charge in the fourth quarter of fiscal 2014 related to our Brazil operation. We completed the sale of the Brazil operation in the first quarter of fiscal 2015 and received net proceeds of $148 million including working capital, net...

  • Page 58
    ... to the closure of three Prepared Foods plants. The Company's Cherokee, Iowa plant closed in September 2014 and the Buffalo, New York and Santa Teresa, New Mexico plants each closed in January 2015. Additionally, in April 2014, Hillshire Brands announced that it would discontinue all production at...

  • Page 59
    ... long-term business strategy in China, we determined our Weifang operation (Weifang), which is included in Other in Note 17: Segment Reporting, was no longer core to the execution of our strategy given the capital investment it required to execute our future business plan. Consequently, we conducted...

  • Page 60
    ... included the goodwill from our international chicken operation. On August 28, 2014, we acquired and consolidated Hillshire Brands. The unallocated portion of goodwill at September 27, 2014, is attributable to our acquisition of Hillshire Brands. During fiscal 2015, we recorded measurement period...

  • Page 61
    ...debt Less current debt Total long-term debt 2015 638 120 1,000 285 1,000 1,250 18 163 500 500 (10) - 500 - 552 140 69 6,725 715 6,010 $ 1,172 - 353 552 205 24 8,178 643 7,535 407 638 120 1,000 287 1,000 1,250 18 164 500 500 (12) in millions 2014 - Annual...

  • Page 62
    ... of Class A stock. 2015 Notes In July 2015, we exercised an early redemption option to retire the outstanding $401 million balance of the 2015 Notes using cash proceeds from the sale of the Mexico operation as further described in Note 3: Acquisitions and Dispositions. Term Loans In April 2015, we...

  • Page 63
    ... 2014, we issued 23.8 million shares of our Class A stock, to provide funding for the Hillshire Brands acquisition. Total proceeds, net of underwriting discounts and other offering related fees and expenses were $873 million . Tangible Equity Units In fiscal 2014, we completed the public issuance...

  • Page 64
    ...million Class A shares. The "Applicable Market Value" means the average of the closing prices of our Class A stock on each of the 20 consecutive trading days beginning on, and including, the 23rd scheduled trading day immediately preceding July 15, 2017. On September 15, 2015, we paid our quarterly...

  • Page 65
    ... and $403 million at October 3, 2015 , and September 27, 2014 , respectively. In fiscal 2015, the Company completed the sales of the Mexico and Brazil operations and repatriated the related net proceeds resulting in a significant decrease in the balance of accumulated undistributed earnings. The...

  • Page 66
    ... tax benefits at October 3, 2015 , September 27, 2014 , and September 28, 2013 : Balance as of the beginning of the year Increases related to current year tax positions Increases related to prior year tax positions Change related to Hillshire Brands balances Reductions related to prior year tax...

  • Page 67
    ... antidilutive for fiscal 2015 and 2014, respectively. We had no stock-based compensation shares that were antidilutive for fiscal 2013. These shares were not included in the dilutive earnings per share calculation. We have two classes of capital stock, Class A stock and Class B stock. Cash dividends...

  • Page 68
    ...reviewed by our Board of Directors' Audit Committee. These programs are monitored by senior management and may be revised as market conditions dictate. Our current risk management programs utilize industry-standard models that take into account the implicit cost of hedging. Risks associated with our...

  • Page 69
    ...the related livestock forward position. Consolidated Statements of Income Classification Cost of Sales $ Cost of Sales in millions Gain (Loss) on forwards Gain (Loss) on purchase contract 2015 17 $ (17) 2014 (154) $ 154 2013 21 (21) Ineffectiveness related to our...

  • Page 70
    ... in our Consolidated Balance Sheets on a net basis. We net derivative assets and liabilities, including cash collateral, when a legally enforceable master netting arrangement exists between the counterparty to a derivative contract and us. At October 3, 2015 , and September 27, 2014 , we had posted...

  • Page 71
    ...are classified as available-for-sale and are reported at fair value based on pricing models and quoted market prices adjusted for credit and non-performance risk. Short-term investments with maturities of less than 12 months are included in Other current assets in the Consolidated Balance Sheets and...

  • Page 72
    .... Following the sale of our Mexico and Brazil chicken operations in fiscal 2015, we reviewed our long-term business strategy and outlook for the remaining international businesses, which includes our chicken production operations in China and India. We assessed our Chinese operation for a potential...

  • Page 73
    ... Stores, Inc. No other single customer or customer group represented greater than 10% of net accounts receivable. NOTE 14: STOCK-BASED COMPENSATION We issue shares under our stock-based compensation plans by issuing Class A stock from treasury. The total number of shares available for future grant...

  • Page 74
    ... a weighted average period of 2.1 years . We recognized stock-based compensation expense related to restricted stock, net of income taxes, of $9 million , $6 million and $5 million for fiscal 2015 , 2014 and 2013 , respectively. The related tax benefit for fiscal 2015 , 2014 and 2013 was $6 million...

  • Page 75
    ...-qualified defined benefit plans are for certain contracted officers and use a formula based on years of service and final average salary. We also have other postretirement benefit plans for which substantially all of our employees may receive benefits if they satisfy applicable eligibility criteria...

  • Page 76
    ...in millions Other Postretirement Benefits 2015 59) (59) $ - (2) (2) 2014 (a) The change in prior service cost is primarily attributed to the plan amendments to the other postretirement benefits as noted within the change in benefit obligation with remainder of the change being immaterial. At...

  • Page 77
    ... average assumptions are as follows: Discount rate to determine net periodic benefit cost Discount rate to determine benefit obligations Rate of compensation increase Expected return on plan assets 2015 Qualified 2014 2013 Pension Benefits 2015 Non-Qualified 2014 2013 2015...

  • Page 78
    ... following table sets forth the actual and target asset allocation for pension plan assets: Cash Fixed Income Securities United States Stock Funds International Stock Funds Real Estate Other Total 2015 85.4 3.9 6.8 3.6 2014 80.5 6.0 6.2 2.0 0.4 Target Asset Allocation -% 86.0 4.0 6.5 3.5 - 100...

  • Page 79
    ... 27, 2014 Actual return on plan assets: Assets still held at reporting date Assets sold during the period Purchases, sales and settlements, net Transfers in and/or out of Level 3 Balance at October 3, 2015 $ in millions Total 22 - - (8) - 14 Mortgage backed securities Insurance contract...

  • Page 80
    ... of negotiated labor contracts. Contributions to the plan were $1 million in fiscal 2015 and 2014. Assets contributed to such plans are not segregated or otherwise restricted to provide benefits only to our employees. The future cost of the plan is dependent on a number of factors including...

  • Page 81
    ... vested benefits. EIN/Pension Plan Number 52-6118572/001 PPA Zone Status FIP/RP Status Contributions (in millions) Surcharge Imposed Expiration Date of Collective Bargaining Agreement (a) October 2015 Pension Fund Plan Name Bakery and Confectionery Union and Industry International...

  • Page 82
    ... products through the supply chain. Prepared Foods: Prepared Foods includes our operations related to manufacturing and marketing frozen and refrigerated food products and logistics operations to move products through the supply chain. In fiscal 2014, we completed the acquisition of Hillshire Brands...

  • Page 83
    ... for fiscal 2015 , 2014 and 2013 , respectively, from transactions with other operating segments. The aforementioned sales from intersegment transactions, which were at market prices, were included in the segment sales in the above table. Our largest customer, Wal-Mart Stores, Inc., accounted for 16...

  • Page 84
    ... and $272 million at October 3, 2015 , and September 27, 2014 , respectively. We sell certain products in foreign markets, primarily Brazil, Canada, Central America, China, the European Union, Japan, Mexico, the Middle East, South Korea, and Taiwan. Our export sales from the United States totaled...

  • Page 85
    ...balances when market sales prices exceed this standard cost, or upon termination of the agreement. Our maximum obligation associated with these programs is limited to the fair value of each participating livestock supplier's net tangible assets. The potential maximum obligation as of October 3, 2015...

  • Page 86
    ...; and DeVoss v. Tyson Foods, Inc. d.b.a. Tyson Fresh Meats, C.D. Illinois, March 2, 2011 - these cases involve our Joslin, Illinois beef plant and are in their preliminary stages. Dozier, Southerland, et al. v. The Hillshire Brands Company, E.D. North Carolina, September 2, 2014 - This case involves...

  • Page 87
    ... sale of our Brazil operation and Mexico's undistributed earnings tax, $119 million pretax expense related to the Hillshire Brands acquisition, integration and costs associated with our Prepared Foods improvement plan, $40 million pretax expense related to the Hillshire Brands post-closing results...

  • Page 88
    ... 1,220 Sales Cost of Sales Gross Profit Selling, General and Administrative Operating Income Other (Income) Expense: Interest expense, net Other, net Equity in net earnings of subsidiaries Total Other (Income) Expense Income from Continuing Operations before Income Taxes Income Tax Expense Income...

  • Page 89
    ... Consolidating Statement of Income and Comprehensive Income for the year ended September 28, 2013 TFM Parent 19,243 $ 18,464 779 201 578 NonGuarantors 16,120 $ 14,932 1,188 714 474 Sales Cost of Sales Gross Profit Selling, General and Administrative Operating Income...

  • Page 90
    ... Balance Sheet as of October 3, 2015 TFI Parent TFM Parent NonGuarantors Eliminations in millions Total Assets Current Assets: Cash and cash equivalents Accounts receivable, net Inventories Other current assets Assets held for sale Total Current Assets Net Property, Plant...

  • Page 91
    ... Balance Sheet as of September 27, 2014 TFI Parent TFM Parent NonGuarantors Eliminations in millions Total Assets Current Assets: Cash and cash equivalents Accounts receivable, net Inventories Other current assets Assets held for sale Total Current Assets Net Property, Plant...

  • Page 92
    ... plant and equipment (Purchases of)/Proceeds from marketable securities, net Acquisitions, net of cash acquired Proceeds from sale of businesses Other, net Cash Provided by (Used for) Investing Activities Cash Flows from Financing Activities: Net change in debt Proceeds from issuance of common stock...

  • Page 93
    ... plant and equipment (Purchases of)/Proceeds from marketable securities, net Acquisitions, net of cash acquired Proceeds from sale of businesses Other, net Cash Provided by (Used for) Investing Activities Cash Flows from Financing Activities: Net change in debt Proceeds from issuance of common stock...

  • Page 94
    ... Registered Public Accounting Firm To the Board of Directors and Shareholders of Tyson Foods, Inc. In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows present fairly, in all material...

  • Page 95
    ... Part II, Item 8 of this Annual Report on Form 10-K. ITEM 9B. OTHER INFORMATION On November 19, 2015, we entered into a new employment agreement with Donnie Smith, our President and Chief Executive Officer. This contract replaces the previous contract for Mr. Smith entered into November 14, 2012. Mr...

  • Page 96
    ... our directors and employees, including our principal executive officers, principal financial officer, principal accounting officer or controller, and persons performing similar functions. This code of ethics, titled "Tyson Foods, Inc. Code of Conduct," is available, free of charge on our website at...

  • Page 97
    ... Schedules Financial Statement Schedule - Schedule II Valuation and Qualifying Accounts for the three years ended October 3, 2015 All other schedules are omitted because they are neither applicable nor required. (3) Exhibits required by Item 601 of Regulation S-K The exhibits filed with this report...

  • Page 98
    ... Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TYSON FOODS, INC. By: /s/ Dennis Leatherby Dennis Leatherby Executive Vice President and Chief Financial Officer 96 November 23, 2015

  • Page 99
    .../s/ Donnie Smith Donnie Smith /s/ Robert C. Thurber Robert C. Thurber /s/ Barbara A. Tyson Barbara A. Tyson /s/ John Tyson John Tyson Director Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) Director Director Executive Vice...

  • Page 100
    ...Agreement and Plan of Merger, dated as of July 1, 2014, by and between the Company and Hillshire Brands (previously filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed July 2, 2014, Commission File No. 001-14704, and incorporated herein by reference). Exhibits and schedules have...

  • Page 101
    ...by reference). Purchase Contract Agreement dated as of August 5, 2014, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent (included in Exhibit 4.1 of the Company's Current Report on Form 8-K filed August 5, 2014, Commission File No. 001-14704...

  • Page 102
    ... Company's Annual Report on Form 10-K for the fiscal year ended September 27, 2014, Commission File No. 001-14704, and incorporated herein by reference). Employment Agreement, dated November 17, 2015, by and between the Company and Donald J. Smith. Employment Agreement, dated August 29, 2013, by...

  • Page 103
    100

  • Page 104
    ...-14704, and incorporated herein by reference). Amended and Restated Tyson Foods, Inc. Supplemental Executive Retirement and Life Insurance Premium Plan effective November 14, 2013 (previously filed as Exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended September 28...

  • Page 105
    ... and incorporated herein by reference). Form of Stock Option Grant Agreement pursuant to which stock option awards were granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan prior to July 31, 2009 (previously filed as Exhibit 10.49 to the Company's Annual Report on Form 10-K for the fiscal...

  • Page 106
    102

  • Page 107
    ... Current Report on Form 8-K dated June 18, 2012 by The Hillshire Brands Company, Commission File No. 001-03344, and incorporated herein by reference). First Amendment to the Company's Supplemental Executive Retirement and Life Insurance Premium Plan as Amended and Restated as of November 14, 2014...

  • Page 108
    FINANCIAL STATEMENT SCHEDULE TYSON FOODS, INC. SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS Three Years Ended October 3, 2015 Balance at Beginning of Period $ 34 $ 46 33 $ 7 $ 16 24 $ 51 $ 77 78 Additions Charged to Costs and Expenses 1 $ 5 17 99...

  • Page 109
    ... AGREEMENT This Employment Agreement (the "Agreement"), effective the 19th day of November, 2015 (the "Effective Date"), by and between Tyson Foods, Inc., a Delaware corporation, and any of its subsidiaries and affiliates (hereinafter collectively referred to as "Tyson"), and Donald J. Smith PN 7727...

  • Page 110
    ...terms of this Agreement. (b) Duties . Tyson hereby agrees to employ you and you hereby accept employment with Tyson as its President and Chief Executive Officer. The duties and services required to be performed by you shall be consistent with your position, as assigned by the Board of Directors...

  • Page 111
    ... awards under Tyson's annual and long-term incentive plans then in effect (if any), on terms and in amounts consistent with those as determined by and subject to the discretion of the Compensation and Leadership Development Committee of the Board (the "CLDC"). (d) Stock Grants . You may...

  • Page 112
    ... maintained, by Tyson. If no long-term disability plan or policy was ever maintained on behalf of you or, if the determination of Disability relates to an incentive stock option, Disability means that condition described in Section 22(e)(3) of the Internal Revenue Code, as amended...

  • Page 113
    ... Disability relates. (c) Termination by You for Good Reason . Upon the occurrence of a "Good Reason" event, you may terminate your employment pursuant to this Agreement by providing a notice of termination for Good Reason to Tyson within no more than seven (7) days of the Good Reason event...

  • Page 114
    ... to the compensation and benefits provided under this Section 4. (a Termination Due to Death, Disability, Voluntary Termination without Good Reason or Termination for Cause by Tyson . In the event that your employment is terminated by reason of death, Disability, voluntary termination...

  • Page 115
    ...to your execution of the Release (as defined below), an amount equal to, and on terms equal to, your base salary for a period of 36 months after the Termination Date, and otherwise subject to the Tyson Foods Severance Pay Plan for Contracted Employees, or, in the event of a Change of Control...

  • Page 116
    ... provisions of the Tyson Foods Severance Pay Plan for Contracted Employees and Section 8 below, any payments subject to a Release shall commence on the first payroll period commencing on or after the date the Release becomes effective. 5. Acceleration of Stock Grants on Change in Control. Upon...

  • Page 117
    ... programs; internal business records; contracts benefiting or obligating Tyson; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; personnel information, including salaries of...

  • Page 118
    ... do not include inventions or other works developed by you entirely on your own time without using Tyson's equipment, supplies, facilities, or trade secret information except for those inventions or works developed during your Period of Employment that either: (a) relate at the...

  • Page 119
    ... maintenance of any trademark, copyright, and/or patent rights in and for the Creative Works. You further agree that you will not be entitled to any compensation in addition to the salary paid to you during the development of the Creative Works. In the event Tyson...

  • Page 120
    ... of the Company's General Counsel or Chief Human Resources Officer. Unless specifically authorized by Tyson in writing, you may not place Tyson Confidential Information or Creative Works on Removable Media, as defined below. On Tyson's request, your acceptance of other employment, or the termination...

  • Page 121
    ...any form of conduct, or make any statement or representation, either oral or written, that disparages, impugns or otherwise impairs the reputation, goodwill or interests of Tyson, or any of its officers, directors, shareholders, managing members, representatives, and/or employees or agents in either...

  • Page 122
    ...agree that, in the event of any breach by you of the terms and conditions of this Agreement, pursuant to the terms of certain benefit plans and programs, your accrued benefits thereunder may be discontinued or forfeited, in addition to any other rights and remedies Tyson may have at law...

  • Page 123
    ... mail, postage prepaid addressed, if to you, at the most recent address on record in Tyson's human resources information system, and if to Tyson, at its headquarters: Tyson Foods, Inc. Attn: C/O Compensation and Leadership Development Committee Chairman 2200 Don Tyson Parkway Springdale, Arkansas...

  • Page 124
    ... with any other payments to you by Tyson, would result in you being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (commonly referred to as the "Golden Parachute Tax"), Tyson shall reduce the aggregate payments to the...

  • Page 125
    ... a "specified employee" as defined and applied in Code Section 409A as of your Termination Date, then, to the extent any payment under this Agreement or any Tyson plan or policy constitutes deferred compensation (after taking into account any applicable exemptions from Code Section...

  • Page 126
    ... that are not exempt from Code Section 409A under paragraph (f) above, and which are paid subject to your execution of a Release that provides for a consideration period and revocation period that crosses two calendar years, shall be paid on the first payroll date in the second calendar...

  • Page 127
    ... ACKNOWLEDGE THAT YOU ARE SIGNING THIS AGREEMENT VOLUNTARILY, AND WITHOUT DURESS, COERCION, OR UNDUE INFLUENCE AND THEREBY AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. /s/ Donald J. Smith DONALD J. SMITH (Location) 11-19-2015 (Date) Tyson Foods, Inc. By /s/ Brad T. Sauer...

  • Page 128
    ...are expressly being given employment, continued employment, a relationship with Tyson, certain monies, benefits, severance, stock awards, training and/or access to trade secrets and confidential information of Tyson and its customers, suppliers, vendors or affiliates...

  • Page 129
    ... prior written consent of Tyson's General Counsel or Chief Human Resources Officer, serve on boards of other for profit entities, provided such activities do not materially interfere with the performance of your duties hereunder. You agree that during your employment with Tyson, you will not engage...

  • Page 130
    ... awards under Tyson's annual and long-term incentive plans then in effect (if any), on terms and in amounts consistent with those provided to other employees in your Band, subject to the discretion of the senior management of Tyson. (d) Stock Grants . You may receive stock awards under...

  • Page 131
    ..., by Tyson. If no long-term disability plan or policy was ever maintained on behalf of you or, if the determination of Disability relates to an incentive stock option, Disability means that condition described in Section 22(e)(3) of the Internal Revenue Code (the "Code"), as...

  • Page 132
    ... Termination by You without Good Reason . You may terminate your employment pursuant to this Agreement at any time by not less than thirty (30) days prior written notice to Tyson, which notice period may be waived by Tyson. Upon receipt of such notice, Tyson shall have the right, at its sole...

  • Page 133
    ...and paid in accordance with the terms of such plans, policies and arrangements ("Plan Benefits"). (b Termination by Tyson without Cause or by you for Good Reason . In the event that your employment is terminated by Tyson for reasons other than death, Disability or Cause, or by you...

  • Page 134
    ... your execution of the Release (as defined below), an amount equal to, and on terms equal to, the severance payments and severance benefits provided to other employees within your Band, as determined under the Tyson Foods Severance Pay Plan for Contracted Employees. In the event of a Change...

  • Page 135
    ...of the Tyson Foods Severance Pay Plan for Contracted Employees and Section 8 below, any payments subject to a Release shall commence on the first payroll period commencing on or after the date the Release becomes effective. 5. Acceleration of Stock Grants on Change in...

  • Page 136
    ... programs; internal business records; contracts benefiting or obligating Tyson; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; personnel information, including salaries of...

  • Page 137
    ..., all patent, copyright, trade secret, trademark, and publicity rights, in the Creative Works and agree that Tyson will be the sole and exclusive owner of all right, title, and interest in the Creative Works. Tyson will have the right to use all Creative Works, whether original or derivative, in any...

  • Page 138
    ... maintenance of any trademark, copyright, and/or patent rights in and for the Creative Works. You further agree that you will not be entitled to any compensation in addition to the salary paid to you during the development of the Creative Works. In the event Tyson...

  • Page 139
    ... written approval of Tyson's General Counsel or Chief Human Resources Officer. Unless specifically authorized by Tyson in writing, you may not place Tyson Confidential Information or Creative Works on Removable Media, as defined below. On Tyson's request, your acceptance of other employment, or the...

  • Page 140
    ...any form of conduct, or make any statement or representation, either oral or written, that disparages, impugns or otherwise impairs the reputation, goodwill or interests of Tyson, or any of its officers, directors, shareholders, managing members, representatives, and/or employees or agents in either...

  • Page 141
    ...agree that, in the event of any breach by you of the terms and conditions of this Agreement, pursuant to the terms of certain benefit plans and programs, your accrued benefits thereunder may be discontinued or forfeited, in addition to any other rights and remedies Tyson may have at law...

  • Page 142
    ... or certified mail, postage prepaid addressed, if to you, at the most recent address on record in Tyson's human resources information system, and if to Tyson, at its headquarters: Tyson Foods, Inc. Attn: Chief Human Resources Officer 2200 Don Tyson Parkway Springdale, Arkansas 72762-6999...

  • Page 143
    ...by the internal laws of said State of Arkansas, without giving effect to the conflicts of laws provisions thereof. (f Jurisdiction and Venue of Disputes . The courts of Washington County, Arkansas shall have exclusive jurisdiction and be the venue of all disputes between Tyson and you...

  • Page 144
    ... a "specified employee" as defined and applied in Code Section 409A as of your Termination Date, then, to the extent any payment under this Agreement or any Tyson plan or policy constitutes deferred compensation (after taking into account any applicable exemptions from Code Section...

  • Page 145
    ... that are not exempt from Code Section 409A under paragraph (f) above, and which are paid subject to your execution of a Release that provides for a consideration period and revocation period that crosses two calendar years, shall be paid on the first payroll date in the second calendar...

  • Page 146
    ..., OR UNDUE INFLUENCE AND THEREBY AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. /s/ Michael V. Roetzel (Employee) Corporate (Location) 8/29/13 (Date) Tyson Foods, Inc. By /s/ Kenneth J. Kimbro Title: Executive Vice President and Chief Human Resources Officer 19

  • Page 147
    ...are expressly being given employment, continued employment, a relationship with Tyson, certain monies, benefits, severance, stock awards, training and/or access to trade secrets and confidential information of Tyson and its customers, suppliers, vendors or affiliates...

  • Page 148
    ... prior written consent of Tyson's General Counsel or Chief Human Resources Officer, serve on boards of other for profit entities, provided such activities do not materially interfere with the performance of your duties hereunder. You agree that during your employment with Tyson, you will not engage...

  • Page 149
    ... awards under Tyson's annual and long-term incentive plans then in effect (if any), on terms and in amounts consistent with those provided to other employees in your Band, subject to the discretion of the senior management of Tyson. (d) Stock Grants . You may receive stock awards under...

  • Page 150
    ..., by Tyson. If no long-term disability plan or policy was ever maintained on behalf of you or, if the determination of Disability relates to an incentive stock option, Disability means that condition described in Section 22(e)(3) of the Internal Revenue Code (the "Code"), as...

  • Page 151
    ... Termination by You without Good Reason . You may terminate your employment pursuant to this Agreement at any time by not less than thirty (30) days prior written notice to Tyson, which notice period may be waived by Tyson. Upon receipt of such notice, Tyson shall have the right, at its sole...

  • Page 152
    ...and paid in accordance with the terms of such plans, policies and arrangements ("Plan Benefits"). (b Termination by Tyson without Cause or by you for Good Reason . In the event that your employment is terminated by Tyson for reasons other than death, Disability or Cause, or by you...

  • Page 153
    ... your execution of the Release (as defined below), an amount equal to, and on terms equal to, the severance payments and severance benefits provided to other employees within your Band, as determined under the Tyson Foods Severance Pay Plan for Contracted Employees. In the event of a Change...

  • Page 154
    ...of the Tyson Foods Severance Pay Plan for Contracted Employees and Section 8 below, any payments subject to a Release shall commence on the first payroll period commencing on or after the date the Release becomes effective. 5. Acceleration of Stock Grants on Change in...

  • Page 155
    ... programs; internal business records; contracts benefiting or obligating Tyson; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; personnel information, including salaries of...

  • Page 156
    ..., all patent, copyright, trade secret, trademark, and publicity rights, in the Creative Works and agree that Tyson will be the sole and exclusive owner of all right, title, and interest in the Creative Works. Tyson will have the right to use all Creative Works, whether original or derivative, in any...

  • Page 157
    ... maintenance of any trademark, copyright, and/or patent rights in and for the Creative Works. You further agree that you will not be entitled to any compensation in addition to the salary paid to you during the development of the Creative Works. In the event Tyson...

  • Page 158
    ... written approval of Tyson's General Counsel or Chief Human Resources Officer. Unless specifically authorized by Tyson in writing, you may not place Tyson Confidential Information or Creative Works on Removable Media, as defined below. On Tyson's request, your acceptance of other employment, or the...

  • Page 159
    ...any form of conduct, or make any statement or representation, either oral or written, that disparages, impugns or otherwise impairs the reputation, goodwill or interests of Tyson, or any of its officers, directors, shareholders, managing members, representatives, and/or employees or agents in either...

  • Page 160
    ...agree that, in the event of any breach by you of the terms and conditions of this Agreement, pursuant to the terms of certain benefit plans and programs, your accrued benefits thereunder may be discontinued or forfeited, in addition to any other rights and remedies Tyson may have at law...

  • Page 161
    ... or certified mail, postage prepaid addressed, if to you, at the most recent address on record in Tyson's human resources information system, and if to Tyson, at its headquarters: Tyson Foods, Inc. Attn: Chief Human Resources Officer 2200 Don Tyson Parkway Springdale, Arkansas 72762-6999...

  • Page 162
    ...by the internal laws of said State of Arkansas, without giving effect to the conflicts of laws provisions thereof. (f Jurisdiction and Venue of Disputes . The courts of Washington County, Arkansas shall have exclusive jurisdiction and be the venue of all disputes between Tyson and you...

  • Page 163
    ... a "specified employee" as defined and applied in Code Section 409A as of your Termination Date, then, to the extent any payment under this Agreement or any Tyson plan or policy constitutes deferred compensation (after taking into account any applicable exemptions from Code Section...

  • Page 164
    ... that are not exempt from Code Section 409A under paragraph (f) above, and which are paid subject to your execution of a Release that provides for a consideration period and revocation period that crosses two calendar years, shall be paid on the first payroll date in the second calendar...

  • Page 165
    ..., COERCION, OR UNDUE INFLUENCE AND THEREBY AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. /s/ Curt T Calaway (Employee) Springdale, AR (Location) 8/5/15 (Date) Tyson Foods, Inc. By /s/ Dennis Leatherby Title Executive Vice President and Chief Financial Officer 19

  • Page 166
    ...Fixed Charges Earnings: Income from continuing operations before income taxes and equity method investment earnings Add:...discount expense Rentals at computed interest factor (1) Total fixed charges 10 2015 1,908 $ 358 5 (10) 2,261 2014 Fiscal Years 2013...

  • Page 167
    .... Foodbrands America, Inc. Foodbrands Supply Chain Services, Inc. Gallo Salame, Inc. Global Employment Services, Inc. Godrej Tyson Foods Limited Golden Island Jerky Company, Inc. Haimen Tyson Poultry Development Co., Ltd. Healthy Frozen Food, Inc. Hillshire Brands (Australia) Pty Ltd. Hubei Tongxing...

  • Page 168
    ...Hillshire Brands Company The IBP Foods Co. The Pork Group, Inc. TyNet Corporation Tyson (Shanghai) Enterprise Management Consulting Co., Ltd Tyson Americas Holding Sárl Tyson Breeders, Inc. Tyson Canada Finance LP Tyson Chicken, Inc. Tyson China Holding 2 Limited Tyson China Holding 3 Limited Tyson...

  • Page 169
    ... International Service Center, Inc. Europe Tyson Mexican Original, Inc. Tyson Mexico Trading Company S. de R.L. de CV Tyson of Wisconsin, LLC Tyson Pet Products, Inc. Tyson Poultry, Inc. Tyson Prepared Foods, Inc. Tyson Processing Services, Inc. Tyson Refrigerated Processed Meats, Inc. Tyson Sales...

  • Page 170
    ...333-115380) of Tyson Foods, Inc. of our report dated November 23, 2015 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appear in this Form 10â€'K. /s/PricewaterhouseCoopers LLP Fayetteville, AR November 23...

  • Page 171
    ...report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 23, 2015 /s/ Donnie Smith Donnie Smith President and Chief Executive Officer

  • Page 172
    ...; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 23, 2015 /s/ Dennis Leatherby Dennis Leatherby Executive Vice President and Chief Financial Officer

  • Page 173
    ... connection with the accompanying Annual Report of Tyson Foods, Inc. (the Company) on Form 10-K for the period ended October 3, 2015 , as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Donnie Smith, President and Chief Executive Officer of the Company, certify...

  • Page 174
    ... with the accompanying Annual Report of Tyson Foods, Inc. (the Company) on Form 10-K for the period ended October 3, 2015 , as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Dennis Leatherby, Executive Vice President and Chief Financial Officer of the Company...