We believe the accompanying consolidated condensed financial statements contain all adjustments, which are of a normal recurring nature, necessary to state fairly our financial position as of ~~December 29, 2012~~March 30, 2013, and the results of operations for the three and six months ended ~~December 29, 2012~~March 30, 2013, and ~~December~~March 31, ~~2011~~2012. Results of operations and cash flows for the periods presented are not necessarily indicative of results to be expected for the full year.

This facility is fully guaranteed by Tyson Fresh Meats, Inc (TFM Parent), our wholly owned subsidiary, until such date TFM Parent is released from all of its guarantees of other material indebtedness. If in the future any of our other subsidiaries shall guarantee any of our material indebtedness, such subsidiary shall also be required to guarantee the indebtedness, obligations and liabilities under this facility.

On and after July 15, 2013, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing circumstances. Upon conversion, we will deliver cash up to the aggregate principal amount of the 2013 Notes to be converted and shares of our Class A stock in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the 2013 Notes being converted. As of ~~December 29, 2012~~March 30, 2013, ~~none of~~ the conditions permitting early conversion of the 2013 Notes had been ~~satisfied.~~satisfied, and thus, the notes may be converted in our third quarter of fiscal 2013.

The 2013 Notes were originally accounted for as a combined instrument because the conversion feature did not meet the requirements to be accounted for separately as a derivative financial instrument. However, we adopted new accounting guidance in the first quarter of fiscal 2010 and applied it retrospectively to all periods presented. This new accounting guidance required us to separately account for the liability and equity conversion features. Upon retrospective adoption, our effective interest rate on the 2013 Notes was determined to be 8.26%, which resulted in the recognition of a $92 million discount to these notes with the offsetting after tax amount of $56 million recorded to capital in excess of par value. This discount is being accreted over the five-year term of the convertible notes at the effective interest rate.

In connection with the issuance of the 2013 Notes, we entered into separate convertible note hedge transactions with respect to our Class A stock to minimize the potential economic dilution upon conversion of the 2013 Notes. We also entered into separate warrant transactions. We recorded the purchase of the note hedge transactions as a reduction to capital in excess of par value, net of $36 million pertaining to the related deferred tax asset, and we recorded the proceeds of the warrant transactions as an increase to capital in excess of par value. Subsequent changes in fair value of these instruments are not recognized in the financial statements as long as the instruments continue to meet the criteria for equity classification.

We purchased call options in private transactions for $94 million that permit us to acquire up to approximately 27 million shares of our Class A stock at the current strike price of $~~16.80~~16.79 per share, subject to adjustment. The call options allow us to acquire a number of shares of our Class A stock initially equal to the number of shares of Class A stock issuable to the holders of the 2013 Notes upon conversion. These call options will terminate upon the maturity of the 2013 Notes.

We sold warrants in private transactions for total proceeds of $44 million. The warrants permit the purchasers to acquire up to approximately 27 million shares of our Class A stock at the current exercise price of $~~22.18~~22.17 per share, subject to adjustment. The warrants are exercisable on various dates from January 2014 through April 2014.

The maximum amount of shares that may be issued to satisfy the conversion of the 2013 Notes is limited to 35.9 million shares. However, the convertible note hedge and warrant transactions, in effect, increase the conversion price of the 2013 Notes from $~~16.80~~16.79 per share to $~~22.18~~22.17 per share, thus reducing the potential future economic dilution associated with conversion of the 2013 Notes. If our share price is below $~~22.18~~22.17 upon exercise of the warrants, there is no economic net share impact. A 10% increase in our share price above the $~~22.18~~22.17 warrant exercise price would result in the issuance of 2.5 million incremental shares. The 2013 Notes and the warrants could have a dilutive effect on our earnings per share to the extent the price of our Class A stock during a given measurement period exceeds the respective exercise prices of those instruments. The call options are excluded from the calculation of diluted earnings per share as their impact is anti-dilutive.

Debt Covenants

Our 2022 Notes also contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens; engage in certain sale/leaseback transactions; and engage in certain consolidations, mergers and sales of assets.

We were in compliance with all debt covenants at ~~December 29, 2012~~March 30, 2013.

Unrecognized tax benefits were $~~139~~157 million and $168 million at ~~December 29, 2012~~March 30, 2013, and September 29, 2012, respectively. ~~This change is primarily a result~~The amount of ~~audit settlements related to temporary differences. Substantially all of the~~ unrecognized tax benefits, if recognized, that would impact our effective tax ~~rate.~~rate was $151 million and $154 million at March 30, 2013, and September 29, 2012, respectively.

We classify interest and penalties on unrecognized tax benefits as income tax expense. At ~~December 29, 2012~~March 30, 2013, and September 29, 2012, before tax benefits, we had $6258 million and $64 million, respectively, of accrued interest and penalties on unrecognized tax benefits.

We are subject to income tax examinations for U.S. federal income taxes for fiscal years ~~2003~~2004 through 2011, ~~and~~ for ~~foreign,~~ state and local income taxes for fiscal years ~~2001~~2003 through 2011 and for foreign income taxes for fiscal years 2002 through 2011. During the next twelve months, it is reasonably possible the amount of unrecognized tax benefits could change, but such changes are anticipated to be immaterial in amount.

Approximately 84 million and6 million of our stock-based compensation shares were antidilutive for the three and six months ended March 30, 2013, respectively. Approximately 4 million of our stock-based compensation shares were antidilutive for both the three and six months ended ~~December 29,~~March 31, 2012~~, and~~ ~~December 31, 2011, respectively.~~. 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 cannot be paid to holders of Class B stock unless they are simultaneously paid to holders of Class A stock. The per share amount of cash dividends paid to holders of Class B stock cannot exceed 90% of the cash dividends paid to holders of Class A stock.

We allocate undistributed earnings based upon a 1 to 0.9 ratio per share to Class A stock and Class B stock, respectively. We allocate undistributed earnings based on this ratio due to historical dividend patterns, voting control of Class B shareholders and contractual limitations of dividends to Class B stock.

Our risk management programs are periodically 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 market risks and those created by derivative instruments and the fair values are strictly monitored, using Value-at-Risk and stress tests. Credit risks associated with our derivative contracts are not significant as we minimize counterparty concentrations, utilize margin accounts or letters of credit, and deal with credit-worthy counterparties. Additionally, our derivative contracts are mostly short-term in duration and we generally do not make use of credit-risk-related contingent features. No significant concentrations of credit risk existed at ~~December 29, 2012~~March 30, 2013.

We recognize all derivative instruments as either assets or liabilities at fair value in the Consolidated Condensed Balance Sheets, with the exception of normal purchases and normal sales expected to result in physical delivery. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, we designate the hedging instrument based upon the exposure being hedged (i.e., fair value hedge, cash flow hedge, or hedge of a net investment in a foreign operation). We qualify, or designate, a derivative financial instrument as a hedge when contract terms closely mirror those of the hedged item, providing a high degree of risk reduction and correlation. If a derivative instrument is accounted for as a hedge, depending on the nature of the hedge, changes in the fair value of the instrument either will be offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings, or be recognized in other comprehensive income (loss) (OCI) until the hedged item is recognized in earnings. The ineffective portion of an instrument’s change in fair value is recognized in earnings immediately. We designate certain forward contracts as follows:

We had the following aggregated notional values of outstanding forward and option contracts accounted for as cash flow hedges (in millions, except soy meal tons):

As of ~~December 29, 2012~~March 30, 2013, the net amounts expected to be reclassified into earnings within the next 12 months are ~~not significant.~~pretax losses of $3 million related to grains and pretax losses of $4 million related to foreign currency. During the three and six months ended ~~December 29, 2012~~March 30, 2013, and ~~December~~March 31, ~~2011~~2012, we did not reclassify significant pretax gains/losses into earnings as a result of the discontinuance of cash flow hedges due to the probability the original forecasted transaction would not occur by the end of the originally specified time period or within the additional period of time allowed by generally accepted accounting principles.

The following table sets forth the pretax impact of cash flow hedge derivative instruments on the Consolidated Condensed Statements of Income (in millions):

For these derivative instruments we designate and qualify as a fair value hedge, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in earnings in the same period. We include the gain or loss on the hedged items (i.e., livestock purchase firm commitments) in the same line item, Cost of Sales, as the offsetting gain or loss on the related livestock forward position.

Ineffectiveness related to our fair value hedges was not significant for the three and six months ended ~~December 29, 2012~~March 30, 2013, and ~~December~~March 31, ~~2011~~2012.

The following table sets forth the pretax impact of these derivative instruments on the Consolidated Condensed Statements of Income (in millions):

The objective of our undesignated grains, livestock and energy commodity positions is to reduce the variability of cash flows associated with the forecasted purchase of certain grains, energy and livestock inputs to our production processes. We also enter into certain forward sales of boxed beef and boxed pork and forward purchases of cattle and hogs at fixed prices. The fixed price sales contracts lock in the proceeds from a future sale and the fixed cattle and hog purchases lock in the cost. However, the cost of the livestock and the related boxed beef and boxed pork market prices at the time of the sale or purchase could vary from this fixed price. As we enter into fixed forward sales of boxed beef and boxed pork and forward purchases of cattle and hogs, we also enter into the appropriate number of livestock options and futures positions to mitigate a portion of this risk. Changes in market value of the open livestock options and futures positions are marked to market and reported in earnings at each reporting date, even though the economic impact of our fixed prices being above or below the market price is only realized at the time of sale or purchase. These positions generally do not qualify for hedge treatment due to location basis differences between the commodity exchanges and the actual locations when we purchase the commodities.

We have a foreign currency cash flow hedging program to hedge portions of forecasted transactions denominated in foreign currencies, primarily with forward and option contracts, to protect against the reduction in value of forecasted foreign currency cash flows. Our undesignated foreign currency positions generally would qualify for cash flow hedge accounting. However, to reduce earnings volatility, we normally will not elect hedge accounting treatment when the position provides an offset to the underlying related transaction that impacts current earnings.

The objective of our undesignated interest rate swap is to manage interest rate risk exposure on a floating-rate bond. Our interest rate swap agreement effectively modifies our exposure to interest rate risk by converting a portion of the floating-rate bond to a fixed rate basis for the first five years, thus reducing the impact of the interest-rate changes on future interest expense. This interest rate swap does not qualify for hedge treatment due to differences in the underlying bond and swap contract interest-rate indices.

We had the following aggregate outstanding notional values related to our undesignated positions (in millions, except soy meal tons):

The following table sets forth the fair value of all derivative instruments outstanding in the Consolidated Condensed Balance Sheets (in millions):

The following table provides a reconciliation between the beginning and ending balance of debt securities measured at fair value on a recurring basis in the table above that used significant unobservable inputs (Level 3) (in millions):

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Derivative Assets and Liabilities: Our derivatives, including commodities, foreign exchange forward contracts and an interest rate swap, primarily include exchange-traded and over-the-counter contracts which are further described in Note 9: Derivative Financial Instruments. We record our commodity derivatives at fair value using quoted market prices adjusted for credit and non-performance risk and internal models that use as their basis readily observable market inputs including current and forward commodity market prices. Our foreign exchange forward contracts are recorded at fair value based on quoted prices and spot and forward currency prices adjusted for credit and non-performance risk. Our interest rate swap is recorded at fair value based on quoted LIBOR swap rates adjusted for credit and non-performance risk. We classify these instruments in Level 2 when quoted market prices can be corroborated utilizing observable current and forward commodity market prices on active exchanges, observable market transactions of spot currency rates and forward currency prices or observable benchmark market rates at commonly quoted intervals.

Available for Sale Securities: Our investments in marketable debt securities are classified as available-for-sale and are ~~included in Other Assets in the Consolidated Condensed Balance Sheets. These investments, which are generally long-term in nature with maturities ranging up to~~ 35 ~~years, 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 Condensed Balance Sheets and primarily include certificates of deposit and commercial paper. All other marketable debt securities are included in Other Assets in the Consolidated Condensed Balance Sheets and have maturities ranging up to 35 years. We classify our investments in U.S. government, U.S. agency, certificates of deposit and ~~agency~~commercial paper debt securities as Level 2 as fair value is generally estimated using discounted cash flow models that are primarily industry-standard models that consider various assumptions, including time value and yield curve as well as other readily available relevant economic measures. We classify certain corporate, asset-backed and other debt securities as Level 3 as there is limited activity or less observable inputs into valuation models, including current interest rates and estimated prepayment, default and recovery rates on the underlying portfolio or structured investment vehicle. We also ~~classify~~classified privately held redeemable preferred stock securities as Level 3 as there iswas limited activity or less observable inputs into valuation models, including ~~current~~ interest rates and credit worthiness of the underlying private issuer. As of March 30, 2013, the privately held redeemable preferred stock had been fully redeemed. Significant changes to assumptions or unobservable inputs in the valuation of our Level 3 instruments would not have a significant impact to our consolidated financial statements.

Additionally, as of March 30, 2013, we ~~have~~had eight million shares of Syntroleum Corporation common stock and 4.25 million warrants, which expire in June 2015, to purchase an equivalent amount of Syntroleum Corporation common stock at an average price of $2.87. We record the shares and warrants in Other Assets in the Consolidated Condensed Balance Sheets at fair value based on quoted market prices. We classify the shares as Level 1 as the fair value is based on unadjusted quoted prices available in active markets. We classify the warrants as Level 2 as fair value can be corroborated based on observable market data.

The following table sets forth our available for sale securities' amortized cost basis, fair value and unrealized gain (loss) by significant investment category:

Unrealized holding gains (losses), net of tax, are excluded from earnings and reported in OCI until the security is settled or sold. On a quarterly basis, we evaluate whether losses related to our available-for-sale securities are temporary in nature. Losses on equity securities are recognized in earnings if the decline in value is judged to be other than temporary. If losses related to our debt securities are determined to be other than temporary, the loss would be recognized in earnings if we intend, or more likely than not will be required, to sell the security prior to recovery. For debt securities in which we have the intent and ability to hold until maturity, losses determined to be other than temporary would remain in OCI, other than expected credit losses which are recognized in earnings. We consider many factors in determining whether a loss is temporary, including the length of time and extent to which the fair value has been below cost, the financial condition and near-term prospects of the issuer and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery. We recognized no other than temporary impairments in earnings for the three and six months ending ~~December 29, 2012~~March 30, 2013, and ~~December~~March 31, ~~2011~~2012. No other than temporary losses were deferred in OCI as of ~~December 29, 2012~~March 30, 2013, and September 29, 2012.

Deferred Compensation Assets: We maintain non-qualified deferred compensation plans for certain executives and other highly compensated employees. Investments are maintained within a trust and include money market funds, mutual funds and life insurance policies. The cash surrender value of the life insurance policies is invested primarily in mutual funds. The investments are recorded at fair value based on quoted market prices and are included in Other Assets in the Consolidated Condensed Balance Sheets. We classify the investments which have observable market prices in active markets in Level 1 as these are generally publicly-traded mutual funds. The remaining deferred compensation assets are classified in Level 2, as fair value can be corroborated based on observable market data. Realized and unrealized gains (losses) on deferred compensation are included in earnings.

Chicken: Chicken operations include breeding and raising chickens, as well as processing live chickens into fresh, frozen and value-added chicken products and logistics operations to move products through the supply chain. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international markets. It also includes sales from allied products and our chicken breeding stock subsidiary.

Beef: Beef operations include processing live fed cattle and fabricating dressed beef carcasses into primal and sub-primal meat cuts and case-ready products. This segment also includes sales from allied products such as hides and variety meats, as well as logistics operations to move products through the supply chain. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international markets. Allied products are marketed to manufacturers of pharmaceuticals and technical products.

Pork: Pork operations include processing live market hogs and fabricating pork carcasses into primal and sub-primal cuts and case-ready products. This segment also includes our live swine group, related allied product processing activities and logistics operations to move products through the supply chain. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international markets. We sell allied products to pharmaceutical and technical products manufacturers, as well as a limited number of live swine to pork processors.

Prepared Foods: Prepared Foods operations include manufacturing and marketing frozen and refrigerated food products and logistics operations to move products through the supply chain. Products include pepperoni, bacon, beef and pork pizza toppings, pizza crusts, flour and corn tortilla products, appetizers, prepared meals, ethnic foods, soups, sauces, side dishes, meat dishes and processed meats. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international markets.

The results from Dynamic Fuels are included in Other.

Information on segments and a reconciliation to income before income taxes are as follows (in millions):

We have pending one wage and hour action involving our Tyson Prepared Foods plant located in Jefferson, Wisconsin (Weissman, et al. v. Tyson Prepared Foods, Inc., Jefferson County (Wisconsin) Circuit Court, October 20, 2010). The plaintiffs allege that employees should be paid for the time it takes to engage in pre- and post-shift activities such as changing into and out of protective and sanitary clothing and the associated time it takes to walk to and from their workstations post-donning and pre-doffing of protective and sanitary clothing. Six named plaintiffs seek to act as state law class representatives on behalf of all current and former employees who were allegedly not paid for time worked and seek back wages, liquidated damages, pre- and post-judgment interest, and attorneys’ fees and costs. On May 16, 2011, the plaintiffs filed a motion to certify a state law class of all hourly employees who have worked at the Jefferson plant from October 20, 2008, to the present. We have filed motions for summary judgment seeking dismissal of the claims, or, in the alternative, to limit the claims made for non-compensable clothes changing activities. The court granted summary judgment in favor of Tyson on August 31, 2012, and the plaintiffs filed a notice of appeal on October 5, 2012.

On June 19, 2005, the Attorney General and the Secretary of the Environment of the State of Oklahoma filed a complaint in the U.S. District Court for the Northern District of Oklahoma against us, three of our subsidiaries and six other poultry integrators. The complaint, which was subsequently amended, asserts a number of state and federal causes of action including, but not limited to, counts under Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), Resource Conservation and Recovery Act (RCRA), and state-law public nuisance theories. The amended complaint asserts that defendants and certain contract growers who are not named in the amended complaint polluted the surface waters, groundwater and associated drinking water supplies of the Illinois River Watershed (IRW) through the land application of poultry litter. Oklahoma asserts that this alleged pollution has also caused extensive injury to the environment (including soils and sediments) of the IRW and that the defendants have been unjustly enriched. Oklahoma’s claims cover the entire IRW, which encompasses more than one million acres of land and the natural resources (including lakes and waterways) contained therein. Oklahoma seeks wide-ranging relief, including injunctive relief, compensatory damages in excess of $800 million, an unspecified amount in punitive damages and attorneys’ fees. We and the other defendants have denied liability, asserted various defenses, and filed a third-party complaint that asserts claims against other persons and entities whose activities may have contributed to the pollution alleged in the amended complaint. The district court has stayed proceedings on the third party complaint pending resolution of Oklahoma’s claims against the defendants. On October 31, 2008, the defendants filed a motion to dismiss for failure to join the Cherokee Nation as a required party or, in the alternative, for judgment as a matter of law based on the plaintiffs’ lack of standing. This motion was granted in part and denied in part on July 22, 2009. In its ruling, the district court dismissed Oklahoma’s claims for cost recovery and for natural resources damages under CERCLA and for unjust enrichment under Oklahoma common law. This ruling also narrowed the scope of Oklahoma’s remaining claims by dismissing all damage claims under its causes of action for Oklahoma common law nuisance, federal common law nuisance, and Oklahoma common law trespass, leaving only its claims for injunctive relief for trial. On August 18, 2009, the Court granted partial summary judgment in favor of the defendants on Oklahoma’s claims for violations of the Oklahoma Registered Poultry Feeding Operations Act. Oklahoma later voluntarily dismissed the remainder of this claim. On September 2, 2009, the Cherokee Nation filed a motion to intervene in the lawsuit. Its motion to intervene was denied on September 15, 2009, and the Cherokee Nation filed a notice of appeal of that ruling in the Tenth Circuit Court of Appeals on September 17, 2009. A non-jury trial of the case began on September 24, 2009. At the close of Oklahoma’s case-in-chief, the Court granted the defendants’ motions to dismiss claims based on RCRA, nuisance per se, and health risks related to bacteria. The defense rested its case on January 13, 2010, and closing arguments were held on February 11, 2010. On September 21, 2010, the Court of Appeals affirmed the district court’s denial of the Cherokee Nation’s motion to intervene. On October 6, 2010, the Cherokee Nation and the State of Oklahoma filed a petition for rehearing or en banc review seeking reconsideration of this ruling. The Court of Appeals denied this petition. The district court has not yet rendered its decision from the trial, which ended in February 2010.

In late 2010, the United States Environmental Protection Agency (EPA) Region 7 began a Clean Air Act investigation of the Company related to operation and maintenance of ammonia refrigeration equipment at multiple facilities. The EPA subsequently referred the matter, which involves allegations of potential non-compliance with the Clean Air Act’s Risk Management Plan requirements at 2523 Tyson facilities in Kansas, Missouri, Iowa and Nebraska, to the United States Department of Justice (DOJ). ~~The EPA and DOJ have indicated they will seek monetary penalties and injunctive relief requiring equipment and infrastructure changes at several facilities. Currently we are engaged in~~We reached a settlement ~~discussions~~agreement with the EPA and ~~DOJ.~~DOJ in which we agreed to pay $3,950,000 in civil penalties and fund $300,000 in supplemental environmental projects related to the purchase of emergency response equipment for certain communities in which we have operations. We also agreed to conduct third party audits of the 23 facilities. Pursuant to this settlement, the DOJ filed the complaint and consent decree, which contains the terms of the settlement agreement, with the federal district court in the Eastern District of Missouri. The consent decree is subject to a 30-day public notice and comment period, at the close of which the consent decree may be entered by the court and become a final settlement of this matter.

Selling, General and Administrative

Other (Income) Expense, net

Effective Tax Rate

On June 7, 2012, Moody's Investors Service, Inc. (Moody's) upgraded the credit rating of ~~these notes~~the 2016 Notes from "Ba1" to "Baa3." This upgrade decreased the interest rate on the 2016 Notes from 6.85% to 6.60%, effective beginning with the six-month interest payment due October 1, 2012.

A one-notch downgrade by ~~either Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. (S&P) or~~ Moody's would increase the interest rates on the 2016 Notes by 0.25%. A two-notch downgrade from S&P would increase the interest rates on the 2016 Notes by 0.25%.

We were in compliance with all debt covenants at ~~December 29, 2012~~March 30, 2013.

Among the factors that may cause actual results and experiences to differ from anticipated results and expectations expressed in such forward-looking statements are the following: (i) the effect of, or changes in, general economic conditions; (ii) fluctuations in the cost and availability of inputs and raw materials, such as live cattle, live swine, feed grains (including corn and soybean meal) and energy; (iii) market conditions for finished products, including competition from other global and domestic food processors, supply and pricing of competing products and alternative proteins and demand for alternative proteins; (iv) successful rationalization of existing facilities and operating efficiencies of the facilities; (v) risks associated with our commodity purchasing activities; (vi) access to foreign markets together with foreign economic conditions, including currency fluctuations, import/export restrictions and foreign politics; (vii) outbreak of a livestock disease (such as avian influenza (AI) or bovine spongiform encephalopathy (BSE)), which could have an adverse effect on livestock we own, the availability of livestock we purchase, consumer perception of certain protein products or our ability to access certain domestic and foreign markets; (viii) changes in availability and relative costs of labor and contract growers and our ability to maintain good relationships with employees, labor unions, contract growers and independent producers providing us livestock; (ix) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (x) changes in consumer preference and diets and our ability to identify and react to consumer trends; (xi) significant marketing plan changes by large customers or loss of one or more large customers; (xii) adverse results from litigation; (xiii) risks associated with leverage, including cost increases due to rising interest rates or changes in debt ratings or outlook; (xiv) compliance with and changes to regulations and laws (both domestic and foreign), including changes in accounting standards, tax laws, environmental laws, agricultural laws and occupational, health and safety laws; (xv) our ability to make effective acquisitions or joint ventures and successfully integrate newly acquired businesses into existing operations; (xvi) effectiveness of advertising and marketing programs; and (xvii) those factors listed under Item 1A. “Risk Factors” included in our Annual Report filed on Form 10-K for the year ended September 29, 2012.

The sensitivity analyses presented below are the measures of potential losses of fair value resulting from hypothetical changes in ~~market~~commodity prices, ~~related to commodities.~~interest rates and foreign exchange rates. Sensitivity analyses do not consider the actions we may take to mitigate our exposure to changes, nor do they consider the effects such hypothetical adverse changes may have on overall economic activity. Actual changes in market prices may differ from hypothetical changes.

Interest Rate Risk: At ~~December 29, 2012~~March 30, 2013, we had variable rate debt of ~~$207~~$193 million with a weighted average interest rate of ~~3.9%~~4.0%. A hypothetical 10% increase in interest rates effective at ~~December 29, 2012~~March 30, 2013, and September 29, 2012, would have a minimal effect on interest expense.

Additionally, changes in interest rates impact the fair value of our fixed-rate debt. At ~~December 29, 2012~~March 30, 2013, we had fixed-rate debt of $2.2 billion with a weighted average interest rate of 5.9%. Market risk for fixed-rate debt is estimated as the potential increase in fair value, resulting from a hypothetical 10% decrease in interest rates. A hypothetical 10% decrease in interest rates would have increased the fair value of our fixed-rate debt by approximately ~~$18~~$17 million at ~~December 29, 2012~~March 30, 2013, and $16 million at September 29, 2012. The fair values of our debt were estimated based on quoted market prices and/or published interest rates.

Foreign Currency Risk: We have foreign exchange exposure from fluctuations in foreign currency exchange rates primarily as a result of certain receivable and payable balances. The primary currencies we have exposure to are the Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the European euro and the Mexican peso. We periodically enter into foreign exchange forward and option contracts to hedge some portion of our foreign currency exposure. A hypothetical 10% change in foreign exchange rates effective at ~~both~~ ~~December 29, 2012~~March 30, 2013, and September 29, 2012, related to the foreign exchange forward and option contracts would have a $19 million and $21 million impact, respectively, on pretax income. In the future, we may enter into more foreign exchange forward and option contracts as a result of our international growth strategy.

Concentration of Credit Risk: Refer to our market risk disclosures set forth in the 2012 Annual Report filed on Form 10-K for a detailed discussion of quantitative and qualitative disclosures about concentration of credit risks, as these risk disclosures have not changed significantly from the 2012 Annual Report.

In the ~~first~~second quarter ended ~~December 29, 2012~~March 30, 2013, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

On ~~October 23, 2001,~~May 8, 2008, a ~~putative class action~~ lawsuit ~~styled R. Lynn Thompson, et al. vs. Tyson Foods, Inc.~~ was filed against the Company and two of our employees in the District Court ~~for Mayes~~of McCurtain County, Oklahoma by three property owners on behalf of all owners of lakefront property on Grand Lake O’ the Cherokees. Simmons Foods, Inc. and Peterson Farms, Inc. also are defendants. The plaintiffs allege the defendants’ operations diminished the water quality in the lake thereby interfering with the plaintiffs’ use and enjoyment of their properties. The plaintiffs sought injunctive relief and an unspecified amount of compensatory damages, punitive damages, attorneys’ fees and costs. While the District Court certified a class, on October 4, 2005, the Court of Civil Appeals of the State of Oklahoma reversed, holding the plaintiffs’ claims were not suitable for disposition as a class action. This decision was upheld by the Oklahoma Supreme Court and the case was remanded to the District Court with instructions that the matter proceed only on behalf of the three named plaintiffs. Plaintiffs seek injunctive relief, restitution and compensatory and punitive damages in an unspecified amount in excess of $10,000. We and the other defendants have denied liability and asserted various defenses. The defendants have requested a trial date, but the court has not yet scheduled the matter for trial.

Other Matters: We currently have approximately 115,000 employees and, at any time, have various employment practices matters outstanding. In the aggregate, these matters are significant to the Company, and we devote significant resources to managing employment issues. Additionally, we are subject to other lawsuits, investigations and claims (some of which involve substantial amounts) arising out of the conduct of our business. While the ultimate results of these matters cannot be determined, they are not expected to have a material adverse effect on our consolidated results of operations or financial position.

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 thereunto duly authorized.



Delaware		71-0225165
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2200 Don Tyson Parkway, Springdale, Arkansas		72762-6999
(Address of principal executive offices)		(Zip Code)



Class		Outstanding Shares
Class A Common Stock, $0.10 Par Value (Class A stock)		~~284,518,786~~284,826,453
Class B Common Stock, $0.10 Par Value (Class B stock)		70,015,755



		PAGE
Item 1.	Financial Statements

	Consolidated Condensed Statements of Income for the Three and Six Months Ended ~~December 29,~~March 30, 2013, and March 31, 2012 ~~and December 31, 2011~~	3

	Consolidated Condensed Statements of Comprehensive Income for the Three and Six Months Ended ~~December, 29,~~March 30, 2013, and March 31, 2012 ~~and December 31, 2011~~	4

	Consolidated Condensed Balance Sheets as of ~~December 29, 2012,~~March 30, 2013, and September 29, 2012	5

	Consolidated Condensed Statements of Cash Flows for the ~~Three~~Six Months Ended ~~December 29,~~March 30, 2013, and March 31, 2012 ~~and December 31, 2011~~	6

	Notes to Consolidated Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2931

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3941

Item 4.	Controls and Procedures	4042



Item 1.	Legal Proceedings	4143

Item 1A.	Risk Factors	4143

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4244

Item 3.	Defaults Upon Senior Securities	4244

Item 4.	Mine Safety Disclosures	4244

Item 5.	Other Information	4244

Item 6.	Exhibits	4345

SIGNATURES		4345



x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


	Three Months Ended						Three Months Ended						Six Months Ended
	December 29, 2012			December 31, 2011			March 30, 2013			March 31, 2012			March 30, 2013			March 31, 2012
Sales	$	8,402		$	8,329		$	8,419		$	8,268		$	16,821		$	16,597
Cost of Sales	7,865			7,836			8,011			7,733			15,876			15,569
Gross Profit	537			493			408			535			945			1,028
Selling, General and Administrative	237			215			234			233			471			448
Operating Income	300			278			174			302			474			580
Other (Income) Expense:
Interest income	(1		)	(2		)	(2		)	(5		)	(3		)	(7		)
Interest expense	37			49			36			52			73			101
Other, net	—			(12		)	(19		)	(2		)	(19		)	(14		)
Total Other (Income) Expense	36			35			15			45			51			80
Income before Income Taxes	264			243			159			257			423			500
Income Tax Expense	96			87			53			91			149			178
Net Income	168			156			106			166			274			322
Less: Net Loss Attributable to Noncontrolling Interest	(5		)	—
Less: Net Income Attributable to Noncontrolling Interest							11			—			6			—
Net Income Attributable to Tyson	$	173		$	156		$	95		$	166		$	268		$	322
Weighted Average Shares Outstanding:
Class A Basic	285			297			283			294			284			295
Class B Basic	70			70			70			70			70			70
Diluted	362			376			366			373			364			374
Net Income Per Share Attributable to Tyson:
Class A Basic	$	0.50		$	0.43		$	0.27		$	0.47		$	0.77		$	0.90
Class B Basic	$	0.45		$	0.39		$	0.25		$	0.42		$	0.70		$	0.81
Diluted	$	0.48		$	0.42		$	0.26		$	0.44		$	0.74		$	0.86
Dividends Declared Per Share:
Class A	$	0.160		$	0.040		$	0.050		$	0.040		$	0.210		$	0.080
Class B	$	0.144		$	0.036		$	0.045		$	0.036		$	0.189		$	0.072


	December 29, 2012			September 29, 2012			March 30, 2013			September 29, 2012
Assets
Current Assets:
Cash and cash equivalents	$	951		$	1,071		$	762		$	1,071
Accounts receivable, net	1,365			1,378			1,428			1,378
Inventories	2,932			2,809			2,921			2,809
Other current assets	139			145			188			145
Total Current Assets	5,387			5,403			5,299			5,403
Net Property, Plant and Equipment	4,043			4,022			4,002			4,022
Goodwill	1,891			1,891			1,892			1,891
Intangible Assets	126			129			115			129
Other Assets	427			451			481			451
Total Assets	$	11,874		$	11,896		$	11,789		$	11,896

Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt	$	519		$	515		$	512		$	515
Accounts payable	1,435			1,372			1,265			1,372
Other current liabilities	892			943			955			943
Total Current Liabilities	2,846			2,830			2,732			2,830
Long-Term Debt	1,907			1,917			1,904			1,917
Deferred Income Taxes	536			558			498			558
Other Liabilities	527			549			541			549
Commitments and Contingencies (Note 13)
Shareholders’ Equity:
Common stock ($0.10 par value):
Class A-authorized 900 million shares, issued 322 million shares	32			32			32			32
Convertible Class B-authorized 900 million shares, issued 70 million shares	7			7			7			7
Capital in excess of par value	2,281			2,278			2,275			2,278
Retained earnings	4,444			4,327			4,522			4,327
Accumulated other comprehensive loss	(74		)	(63		)	(93		)	(63		)
Treasury stock, at cost – 37 million shares at December 29, 2012, and 33 million shares at September 29, 2012	(656		)	(569		)
Treasury stock, at cost – 37 million shares at March 30, 2013, and 33 million shares at September 29, 2012							(667		)	(569		)
Total Tyson Shareholders’ Equity	6,034			6,012			6,076			6,012
Noncontrolling Interest	24			30			38			30
Total Shareholders’ Equity	6,058			6,042			6,114			6,042
Total Liabilities and Shareholders’ Equity	$	11,874		$	11,896		$	11,789		$	11,896


	Metric	December 29, 2012		September 29, 2012		Metric	March 30, 2013		September 29, 2012
Commodity:
Corn	Bushels	10		12		Bushels	28		12
Soy meal	Tons	228,800		164,700		Tons	177,400		164,700
Foreign Currency	United States dollar	$	59	$	80	United States dollar	$	84	$	80


	Gain/(Loss) Recognized in OCI On Derivatives						Consolidated Condensed Statements of Income Classification	Gain/(Loss) Reclassified from OCI to Earnings						Gain/(Loss) Recognized in OCI On Derivatives						Consolidated Condensed Statements of Income Classification	Gain/(Loss) Reclassified from OCI to Earnings
	Three Months Ended							Three Months Ended						Three Months Ended							Three Months Ended
	December 29, 2012			December 31, 2011				December 29, 2012			December 31, 2011			March 30, 2013			March 31, 2012				March 30, 2013			March 31, 2012
Cash Flow Hedge – Derivatives designated as hedging instruments:
Commodity contracts	$	(13	)	$	2		Cost of Sales	$	4		$	(6	)	$	(10	)	$	4		Cost of Sales	$	(7	)	$	(10	)
Foreign exchange contracts	—			(5		)	Other Income/Expense	(2		)	5			(5		)	(2		)	Other Income/Expense	—			—
Total	$	(13	)	$	(3	)		$	2		$	(1	)	$	(15	)	$	2			$	(7	)	$	(10	)

														Gain/(Loss) Recognized in OCI On Derivatives						Consolidated Condensed Statements of Income Classification	Gain/(Loss) Reclassified from OCI to Earnings
														Six Months Ended							Six Months Ended
														March 30, 2013			March 31, 2012				March 30, 2013			March 31, 2012
Cash Flow Hedge – Derivatives designated as hedging instruments:
Commodity contracts														$	(23	)	$	6		Cost of Sales	$	(3	)	$	(16	)
Foreign exchange contracts														(5		)	(7		)	Other Income/Expense	(2		)	5
Total														$	(28	)	$	(1	)		$	(5	)	$	(11	)


					in millions													in millions
	Consolidated Condensed Statements of Income Classification	Three Months Ended						Consolidated Condensed Statements of Income Classification	Three Months Ended						Six Months Ended
		December 29, 2012			December 31, 2011				March 30, 2013			March 31, 2012			March 30, 2013			March 31, 2012
Gain/(Loss) on forwards	Cost of Sales	$	4		$	(8	)	Cost of Sales	$	11		$	8		$	15		$	—
Gain/(Loss) on purchase contract	Cost of Sales	(4		)	8			Cost of Sales	(11		)	(8		)	(15		)	—


	Consolidated Condensed Statements of Income Classification	Gain/(Loss) Recognized in Earnings						Consolidated Condensed Statements of Income Classification	Gain/(Loss) Recognized in Earnings						Gain/(Loss) Recognized in Earnings
		Three Months Ended							Three Months Ended						Six Months Ended
		December 29, 2012			December 31, 2011				March 30, 2013			March 31, 2012			March 30, 2013			March 31, 2012
Derivatives not designated as hedging instruments:
Commodity contracts	Sales	$	11		$	(3	)	Sales	$	(23	)	$	(6	)	$	(12	)	$	(9	)
Commodity contracts	Cost of Sales	(7		)	29			Cost of Sales	—			29			(7		)	58
Foreign exchange contracts	Other Income/Expense	1			3			Other Income/Expense	1			(3		)	2			—
Total		$	5		$	29			$	(22	)	$	20		$	(17	)	$	49


	Fair Value				Fair Value
	December 29, 2012		September 29, 2012		March 30, 2013		September 29, 2012
Derivative Assets:
Derivatives designated as hedging instruments:
Commodity contracts	$	5	$	32	$	18	$	32
Derivatives not designated as hedging instruments:
Commodity contracts	29		21		20		21
Foreign exchange contracts	1		1		1		1
Total derivative assets – not designated	30		22		21		22

Total derivative assets	$	35	$	54	$	39	$	54
Derivative Liabilities:
Derivatives designated as hedging instruments:
Commodity contracts	$	12	$	6	$	9	$	6
Foreign exchange contracts	—		1		4		1
Total derivative liabilities – designated	12		7		13		7
Derivatives not designated as hedging instruments:
Commodity contracts	75		96		145		96
Foreign exchange contracts	2		2		2		2
Interest rate contracts	1		—		—		—
Total derivative liabilities – not designated	78		98		147		98

Total derivative liabilities	$	90	$	105	$	160	$	105


December 29, 2012	Level 1		Level 2		Level 3		Netting (a)			Total
March 30, 2013												Level 1		Level 2		Level 3		Netting (a)			Total
Assets:
Commodity Derivatives	$	—	$	34	$	—	$	(21	)	$	13	$	—	$	38	$	—	$	(36	)	$	2
Foreign Exchange Forward Contracts	—		1		—		—			1		—		1		—		—			1
Available for Sale Securities:
Debt securities	—		26		85		—			111
Equity securities	3		—		—		—			3
Current												—		47		—		—			47
Non-current												3		24		65		—			92
Deferred Compensation Assets	22		158		—		—			180		22		185		—		—			207
Total Assets	$	25	$	219	$	85	$	(21	)	$	308	$	25	$	295	$	65	$	(36	)	$	349
Liabilities:
Commodity Derivatives	$	—	$	87	$	—	$	(87	)	$	—	$	—	$	154	$	—	$	(139	)	$	15
Foreign Exchange Forward Contracts	—		2		—		(1		)	1		—		6		—		—			6
Interest Rate Swap	—		1		—		—			1		—		—		—		—			—
Total Liabilities	$	—	$	90	$	—	$	(88	)	$	2	$	—	$	160	$	—	$	(139	)	$	21


	December 29, 2012		September 29, 2012		March 30, 2013		September 29, 2012
Processed products:
Weighted-average method – chicken and prepared foods	$	824	$	754	$	823	$	754
First-in, first-out method – beef and pork	595		611		635		611
Livestock – first-in, first-out method	1,038		952		1,025		952
Supplies and other – weighted-average method	475		492		438		492
Total inventories	$	2,932	$	2,809	$	2,921	$	2,809


	December 29, 2012		September 29, 2012		March 30, 2013		September 29, 2012
Land	$	101	$	101	$	102	$	101
Buildings and leasehold improvements	2,901		2,868		2,916		2,868
Machinery and equipment	5,276		5,208		5,351		5,208
Land improvements and other	411		408		413		408
Buildings and equipment under construction	304		298		299		298
	8,993		8,883		9,081		8,883
Less accumulated depreciation	4,950		4,861		5,079		4,861
Net property, plant and equipment	$	4,043	$	4,022	$	4,002	$	4,022


(in millions)	December 29, 2012							September 29, 2012							March 30, 2013							September 29, 2012
	Amortized Cost Basis		Fair Value		Unrealized Gain/(Loss)			Amortized Cost Basis		Fair Value		Unrealized Gain/(Loss)			Amortized Cost Basis		Fair Value		Unrealized Gain/(Loss)			Amortized Cost Basis		Fair Value		Unrealized Gain/(Loss)
Available for Sale Securities:
Debt Securities:
U.S. Treasury and Agency	$	25	$	26	$	1		$	26	$	27	$	1		$	24	$	26	$	2		$	26	$	27	$	1
Certificates of Deposit and Commercial Paper															45		45		—			—		—		—
Corporate and Asset-Backed (a)	63		65		2			64		66		2			64		65		1			64		66		2
Redeemable Preferred Stock	20		20		—			20		20		—			—		—		—			20		20		—
Equity Securities:
Common Stock and Warrants	9		3		(6		)	9		7		(2		)	9		3		(6		)	9		7		(2		)


(a)	At ~~both~~ ~~December 29, 2012~~March 30, 2013, and September 29, 2012, the amortized cost basis for Corporate and Asset-Backed debt securities had been reduced by accumulated other than temporary impairments of $1 million and $2 million., respectively.


(a)	Includes $56 million charge related to the impairment of non-core assets in China


(b)	Includes $19 million related to the recognized currency translation adjustment gain




Condensed Consolidating Statement of Income and Comprehensive Income for the three months ended March 30, 2013													in millions
	TFI Parent			TFM Parent			Non- Guarantors			Eliminations			Total
Sales	$	101		$	4,552		$	4,044		$	(278	)	$	8,419
Cost of Sales	11			4,479			3,799			(278		)	8,011
Gross Profit	90			73			245			—			408
Selling, General and Administrative	12			45			177			—			234
Operating Income	78			28			68			—			174
Other (Income) Expense:
Interest expense, net	9			15			10			—			34
Other, net	4			—			(23		)	—			(19		)
Equity in net earnings of subsidiaries	(51		)	10			—			41			—
Total Other (Income) Expense	(38		)	25			(13		)	41			15
Income (Loss) before Income Taxes	116			3			81			(41		)	159
Income Tax (Benefit) Expense	21			2			30			—			53
Net Income (Loss)	95			1			51			(41		)	106
Less: Net Income (Loss) Attributable to Noncontrolling Interest	—			—			11			—			11
Net Income (Loss) Attributable to Tyson	95			1			40			(41		)	95

Comprehensive Income (Loss)	87			(22		)	(19		)	41			87
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interest	—			—			11			—			11
Comprehensive Income (Loss) Attributable to Tyson	$	87		$	(22	)	$	(30	)	$	41		$	76



Condensed Consolidating Balance Sheet as of December 29, 2012										in millions
	TFI Parent		TFM Parent		Non- Guarantors		Eliminations			Total
Assets
Current Assets:
Cash and cash equivalents	$	—	$	20	$	931	$	—		$	951
Accounts receivable, net	1		514		850		—			1,365
Inventories	1		1,005		1,926		—			2,932
Other current assets	115		63		128		(167		)	139
Total Current Assets	117		1,602		3,835		(167		)	5,387
Net Property, Plant and Equipment	32		871		3,140		—			4,043
Goodwill	—		881		1,010		—			1,891
Intangible Assets	—		25		101		—			126
Other Assets	1,233		147		231		(1,184		)	427
Investment in Subsidiaries	11,525		2,075		—		(13,600		)	—
Total Assets	$	12,907	$	5,601	$	8,317	$	(14,951	)	$	11,874

Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt	$	446	$	—	$	145	$	(72	)	$	519
Accounts payable	28		697		710		—			1,435
Other current liabilities	4,460		166		755		(4,489		)	892
Total Current Liabilities	4,934		863		1,610		(4,561		)	2,846
Long-Term Debt	1,769		809		458		(1,129		)	1,907
Deferred Income Taxes	—		130		420		(14		)	536
Other Liabilities	170		133		265		(41		)	527

Total Tyson Shareholders’ Equity	6,034		3,666		5,540		(9,206		)	6,034
Noncontrolling Interest	—		—		24		—			24
Total Shareholders’ Equity	6,034		3,666		5,564		(9,206		)	6,058
Total Liabilities and Shareholders’ Equity	$	12,907	$	5,601	$	8,317	$	(14,951	)	$	11,874


Condensed Consolidating Statement of Cash Flows for the three months ended December 29, 2012												in millions
Condensed Consolidating Statement of Cash Flows for the six months ended March 30, 2013															Condensed Consolidating Statement of Cash Flows for the six months ended March 30, 2013												in millions
	TFI Parent			TFM Parent			Non- Guarantors			Eliminations		Total			TFI Parent			TFM Parent			Non- Guarantors			Eliminations			Total
Cash Provided by (Used for) Operating Activities	$	21		$	234		$	(65	)	$	—	$	190		$	89		$	76		$	78		$	(13	)	$	230
Cash Flows from Investing Activities:
Additions to property, plant and equipment	(2		)	(24		)	(131		)	—		(157		)	(2		)	(54		)	(234		)	—			(290		)
Proceeds from marketable securities, net	—			—			1			—		1
(Purchases of)/Proceeds from marketable securities, net															—			(13		)	(50		)	—			(63		)
Other, net	—			—			4			—		4			(3		)	—			23			—			20
Cash Provided by (Used for) Investing Activities	(2		)	(24		)	(126		)	—		(152		)	(5		)	(67		)	(261		)	—			(333		)
Cash Flows from Financing Activities:
Net change in debt	—			—			(11		)	—		(11		)	(1		)	—			(17		)	—			(18		)
Purchases of Tyson Class A common stock	(115		)	—			—			—		(115		)	(188		)	—			—			—			(188		)
Dividends	(53		)	—			—			—		(53		)	(70		)	—			(13		)	13			(70		)
Other, net	22			—			(1		)	—		21			71			—			—			—			71
Net change in intercompany balances	126			(199		)	73			—		—			103			4			(107		)	—			—
Cash Provided by (Used for) Financing Activities	(20		)	(199		)	61			—		(158		)	(85		)	4			(137		)	13			(205		)
Effect of Exchange Rate Change on Cash	—			—			—			—		—			—			—			(1		)	—			(1		)
Increase (Decrease) in Cash and Cash Equivalents	(1		)	11			(130		)	—		(120		)	(1		)	13			(321		)	—			(309		)
Cash and Cash Equivalents at Beginning of Year	1			9			1,061			—		1,071			1			9			1,061			—			1,071
Cash and Cash Equivalents at End of Period	$	—		$	20		$	931		$	—	$	951		$	—		$	22		$	740		$	—		$	762


in millions, except per share data	Three Months Ended				Three Months Ended				Six Months Ended
	December 29, 2012		December 31, 2011		March 30, 2013		March 31, 2012		March 30, 2013		March 31, 2012
Net income attributable to Tyson	$	173	$	156	$	95	$	166	$	268	$	322
Net income attributable to Tyson – per diluted share	0.48		0.42		0.26		0.44		0.74		0.86


in millions	Operating Income (Loss)							Operating Income (Loss)
		Three Months Ended						Three Months Ended						Six Months Ended
		December 29, 2012			December 31, 2011			March 30, 2013			March 31, 2012			March 30, 2013		March 31, 2012
Chicken		$	107		$	32		$	78		$	145		$	185	$	177
Beef		46			31			(26		)	(1		)	20		30
Pork		125			165			72			115			197		280
Prepared Foods		33			51			28			44			61		95
Other		(11		)	(1		)	22			(1		)	11		(2		)
Total		$	300		$	278		$	174		$	302		$	474	$	580


in millions
	Commitments Expiration Date	Facility Amount		Outstanding Letters of Credit (no draw downs)		Amount Borrowed		Amount Available		Commitments Expiration Date	Facility Amount		Outstanding Letters of Credit (no draw downs)		Amount Borrowed		Amount Available
Cash and cash equivalents								$	951								$	762
Short-term investments																	$	47
Revolving credit facility	August 2017	$	1,000	$	38	$	—	$	962	August 2017	$	1,000	$	42	$	—	$	958
Total liquidity								$	1,913								$	1,767


Ratings Level (S&P/Moody's/Fitch)	Facility Fee Rate		Undrawn Letter of Credit Fee and Borrowing Spread		Facility Fee Rate		Undrawn Letter of Credit Fee and Borrowing Spread
BBB+/Baa1/BBB+ or above	0.150	%	1.125	%	0.150	%	1.125	%
BBB/Baa2/BBB	0.175	%	1.375	%
BBB-/Baa3/BBB- (current level)	0.225	%	1.625	%
BBB/Baa2/BBB (current level)					0.175	%	1.375	%
BBB-/Baa3/BBB-					0.225	%	1.625	%
BB+/Ba1/BB+	0.275	%	1.875	%	0.275	%	1.875	%
BB/Ba2/BB or lower or unrated	0.325	%	2.125	%	0.325	%	2.125	%


Effect of 10% change in fair value			in millions				in millions
	December 29, 2012		September 29, 2012		March 30, 2013		September 29, 2012
Livestock:
Cattle	$	31	$	42	$	9	$	42
Hogs	45		37		18		37
Grain	10		30		21		30



Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs ⁽¹⁾
Sept. 30, 2012 to Oct. 27, 2012	204,783		$	16.21	—		35,247,684
Oct. 28, 2012 to Dec. 1, 2012	961,561		18.71		537,100		34,710,584
Dec. 2, 2012 to Dec. 29, 2012	4,775,026		19.60		4,577,200		30,133,384
Total	5,941,370	⁽²⁾	$	19.34	5,114,300	⁽³⁾	30,133,384


(1)	On February 7, 2003, we announced our Board of Directors approved a program to repurchase up to 25 million shares of Class A common stock from time to time in open market or privately negotiated transactions. The program has no fixed or scheduled termination date. On May 3, 2012, our Board of Directors approved an increase of 35 million shares authorized for repurchase under this program.


(3)	These shares were purchased during the period pursuant to our previously announced stock repurchase program.



Exhibit No.		Exhibit Description

~~10.1~~		~~Employment Agreement, dated November 25, 2012, by and between the Company and John Tyson.~~

12.1		Ratio of Earnings to Fixed Charges

31.1		Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following financial information from our Quarterly Report on Form 10-Q for the quarter ended ~~December 29, 2012,~~March 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Condensed Consolidated Financial Statements.



	TYSON FOODS, INC.

Date: ~~February 1,~~May 6, 2013		/s/ Dennis Leatherby
		Dennis Leatherby
		Executive Vice President and Chief Financial Officer

Date: ~~February 1,~~May 6, 2013		/s/ Curt T. Calaway
		Curt T. Calaway
		Senior Vice President, Controller and Chief Accounting Officer

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company