10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)

{ X }QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

OR

{    }TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_____________________________ to _____________________________

Commission File Number 1-3390

Seaboard Corporation

(Exact name of registrant as specified in its charter)

Delaware		04-2260388
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

9000 W. 67th Street, Shawnee Mission, Kansas		66202
(Address of principal executive offices)	(Zip Code)

(913) 676-8800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the 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 .

There were 1,206,247 shares of common stock, $1.00 par value per share, outstanding on April 20, 2012.

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PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

SEABOARD CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(Thousands of dollars except share and per share amounts)

(Unaudited)

		Three Months Ended
		March 31,				April 2,
		2012				2011
Net sales:
Products (includes sales to affiliates of $168,348 and $162,268)		$	1,190,822			$	1,197,622
Services		244,755				238,212
Other		35,536				32,345
Total net sales		1,471,113				1,468,179
Cost of sales and operating expenses:
Products		1,067,965				1,049,797
Services		220,517				206,218
Other		28,037				27,058
Total cost of sales and operating expenses		1,316,519				1,283,073
Gross income		154,594				185,106
Selling, general and administrative expenses		61,238				54,830
Operating income		93,356				130,276
Other income (expense):
Interest expense		(1,707		)		(1,516		)
Interest income		2,119				2,297
Interest income from affiliates		5,217				3,833
Income from affiliates		9,569				6,162
Other investment income, net		3,459				2,340
Foreign currency gain, net		3,264				4,764
Miscellaneous, net		1,349				788
Total other income, net		23,270				18,668
Earnings before income taxes		116,626				148,944
Income tax expense		(34,626		)		(32,251		)
Net earnings		$	82,000			$	116,693
Less: Net loss attributable to noncontrolling interests		209				171
Net earnings attributable to Seaboard		$	82,209			$	116,864
Earnings per common share	$  68.00				$  96.11
Other comprehensive income (loss), net of income tax benefit of $813 and $295:
Foreign currency translation adjustment		460				(593		)
Unrealized gain on investments		1,484				99
Unrealized loss on cash flow hedges		(91		)		-
Unrecognized pension cost		1,077				341
Other comprehensive income (loss), net of tax		$	2,930			$	(153	)
Comprehensive income		84,930				116,540
Less: comprehensive loss attributable to the noncontrolling interest		153				158
Comprehensive income attributable to Seaboard		$	85,083			$	116,698
Average number of shares outstanding		1,208,905				1,215,879

See accompanying notes to condensed consolidated financial statements.

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SEABOARD CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Thousands of dollars)

(Unaudited)

	March 31,			December 31,
	2012			2011
Assets
Current assets:
Cash and cash equivalents	$	53,053		$	71,510
Short-term investments	359,834			323,256
Receivables, net of allowance	494,167			477,209
Inventories	694,694			644,930
Deferred income taxes	23,078			23,203
Other current assets	95,761			91,934
Total current assets	1,720,587			1,632,042
Investments in and advances to affiliates	371,129			364,840
Net property, plant and equipment	801,600			796,822
Note receivable from affiliate	113,156			110,903
Goodwill	43,218			40,628
Intangible assets, net	19,972			19,496
Other assets	42,482			41,997
Total assets	$	3,112,144		$	3,006,728
Liabilities and Stockholders’ Equity
Current liabilities:
Notes payable to banks	$	39,583		$	16,219
Current maturities of long-term debt	41,447			40,885
Accounts payable	130,862			151,869
Deferred revenue	78,933			29,147
Deferred revenue from affiliates	38,486			27,806
Other current liabilities	248,290			295,483
Total current liabilities	577,601			561,409
Long-term debt, less current maturities	121,165			116,367
Deferred income taxes	64,717			66,300
Other liabilities	184,904			183,185
Total non-current and deferred liabilities	370,786			365,852
Stockholders’ equity:
Common stock of $1 par value,
Authorized 1,250,000 shares;
issued and outstanding 1,207,347 and 1,210,597 shares	1,207			1,211
Accumulated other comprehensive loss	(153,135		)	(156,065		)
Retained earnings	2,309,654			2,233,778
Total Seaboard stockholders’ equity	2,157,726			2,078,924
Noncontrolling interests	6,031			543
Total equity	2,163,757			2,079,467
Total liabilities and stockholders’ equity	$	3,112,144		$	3,006,728

See accompanying notes to condensed consolidated financial statements.

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SEABOARD CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Thousands of dollars)

(Unaudited)

	Three Months Ended
	March 31,			April 2,
	2012			2011
Cash flows from operating activities:
Net earnings	$	82,000		$	116,693
Adjustments to reconcile net earnings to cash
from operating activities:
Depreciation and amortization	21,136			20,274
Deferred income taxes	(1,291		)	(6,897		)
Pay-in-kind interest and accretion on note receivable from affiliate	(2,818		)	(2,521		)
Income from affiliates	(9,569		)	(6,162		)
Other investment income, net	(3,459		)	(2,340		)
Other	(714		)	225
Changes in current assets and liabilities, net of business acquired:
Receivables, net of allowance	(36,015		)	(96,552		)
Inventories	(2,707		)	(14,261		)
Other current assets	3,910			58,418
Current liabilities, exclusive of debt	(27,600		)	(125,463		)
Other, net	3,989			3,701
Net cash from operating activities	26,862			(54,885		)
Cash flows from investing activities:
Purchase of short-term investments	(237,924		)	(38,664		)
Proceeds from the sale of short-term investments	194,330			67,000
Proceeds from the maturity of short-term investments	9,816			3,985
Investments in and advances to affiliates, net	(3,631		)	(3,637		)
Capital expenditures	(28,969		)	(39,029		)
Principal payments received on long-term notes receivable from affiliate	564			-
Purchase of long-term investments	(2,046		)	-
Acquisition of business, net of cash acquired	(2,825		)	-
Other, net	2,845			99
Net cash from investing activities	(67,840		)	(10,246		)
Cash flows from financing activities:
Notes payable to banks, net	23,364			42,232
Proceeds from the issuance of long-term debt	5,476			15,345
Principal payments of long-term debt	(112		)	(96		)
Repurchase of common stock	(6,335		)	-
Other, net	104			53
Net cash from financing activities	22,497			57,534
Effect of exchange rate change on cash	24			936
Net change in cash and cash equivalents	(18,457		)	(6,661		)
Cash and cash equivalents at beginning of year	71,510			41,124
Cash and cash equivalents at end of period	$	53,053		$	34,463

See accompanying notes to condensed consolidated financial statements.

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SEABOARD CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 – Accounting Policies and Basis of Presentation

The Condensed Consolidated Financial Statements include the accounts of Seaboard Corporation and its domestic and foreign subsidiaries (“Seaboard”).  All significant intercompany balances and transactions have been eliminated in consolidation.  Seaboard’s investments in non-consolidated affiliates are accounted for by the equity method.  The unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements of Seaboard for the year ended December 31, 2011 as filed in its Annual Report on Form 10-K.  Seaboard’s first three quarterly periods include approximately 13 weekly periods ending on the Saturday closest to the end of March, June and September.  Seaboard’s year-end is December 31.

The accompanying unaudited Condensed Consolidated Financial Statements include all adjustments (consisting only of normal recurring accruals) which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows.  Results of operations for interim periods are not necessarily indicative of results to be expected for a full year.  As Seaboard conducts its commodity trading business with third parties, consolidated subsidiaries and non-consolidated affiliates on an interrelated basis, gross margin on non-consolidated affiliates cannot be clearly distinguished without making numerous assumptions primarily with respect to mark-to-market accounting for commodity derivatives.

Use of Estimates

The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period.  Significant items subject to such estimates and assumptions include those related to allowance for doubtful accounts, valuation of inventories, impairment of long-lived assets, goodwill and other intangible assets, income taxes and accrued pension liability.  Actual results could differ from those estimates.

Supplemental Non-Cash Transactions

As discussed in Note 9, effective January 1, 2012, Seaboard began consolidation accounting and discontinued the equity method of accounting for their investment in PS International, LLC with Seaboard’s ownership interest increasing from 50% to 70% as a result of Seaboard’s initial payment of $3,660,000 in January 2012. Total cash paid, net of cash acquired was $2,825,000 and increased working capital by $14,419,000, fixed assets by $163,000, goodwill by $2,590,000, intangible assets by $621,000, other long-term assets by $96,000, non-controlling interest by $5,649,000 and decreased investment in and advances to affiliates by $9,415,000. See Note 9 for additional information.

As discussed in Note 9, Seaboard had a note receivable from an affiliate which accrues pay-in-kind interest income. Seaboard recognized $2,818,000 and $2,521,000 of non-cash, pay–in-kind interest income and accretion of discount for the first quarter ended March 31, 2012 and April 2, 2011, respectively, related to this note receivable.

Recently Adopted Accounting Standards

In May 2011, the Financial Accounting Standards Board (FASB) issued guidance to amend the requirements related to fair value measurement which changed the wording used to describe many requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. Additionally, the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements. Seaboard adopted this guidance on January 1, 2012.  The adoption of this guidance did not have a material impact on Seaboard’s financial position or net earnings.

In June 2011, the FASB issued guidance to revise the manner in which entities present comprehensive income in the financial statements.  The new guidance removed the footnote presentation option and required entities to report components of comprehensive income in either a continuous statement of comprehensive income or two separate but consecutive statements.  Seaboard adopted this guidance in the first quarter of 2012.  The adoption of this guidance did not have an impact on Seaboard’s financial position or net earnings.

In September 2011, the FASB issued guidance to allow entities the option of performing a qualitative assessment to test goodwill for impairment.  This guidance permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value.  If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill

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impairment test.  Otherwise, the two-step goodwill impairment test is not required.  Seaboard adopted this guidance on January 1, 2012. The adoption of this guidance did not have an impact on Seaboard’s financial position or net earnings.

Note 2– Investments

Seaboard’s short-term investments are treated as either available-for-sale securities or trading securities.  All of Seaboard’s available-for-sale and trading securities are classified as current assets as they are readily available to support Seaboard’s current operating needs.  Available-for-sale securities are recorded at their estimated fair value with unrealized gains and losses reported, net of tax, as a separate component of accumulated other comprehensive income.  Trading securities are recorded at their estimated fair value with unrealized gains and losses reflected in the statement of earnings.  At March 31, 2012 and December 31, 2011, amortized cost and estimated fair value were not materially different for these investments.

At March 31, 2012, money market funds included $19,419,000 denominated in Euros. As of March 31, 2012, the trading securities primarily consisted of high yield debt securities.  Unrealized (losses) gains related to trading securities were $828,000 and $330,000 for the three months ended March 31, 2012 and April 2, 2011, respectively.

The following is a summary of the amortized cost and estimated fair value of short-term investments for both available-for-sale and trading securities at March 31, 2012 and December 31, 2011.

	2012				2011
	Amortized		Fair		Amortized		Fair
(Thousands of dollars)	Cost		Value		Cost		Value
Corporate bonds	$	132,726	$	133,989	$	88,589	$	89,146
Money market funds	69,867		69,867		139,420		139,420
U.S. Treasury securities	36,110		36,095		4,848		4,905
Collateralized mortgage obligations	22,677		22,720		14,915		15,011
Fixed rate municipal notes and bonds	21,275		21,335		17,718		17,788
U.S. Government agency securities	18,534		18,603		9,720		9,757
Emerging markets debt mutual fund	17,693		17,687		17,693		16,399
Asset backed debt securities	10,530		10,536		3,533		3,533
Other	1,480		1,483		1,480		1,484
Total available-for-sale short-term investments	330,892		332,315		297,916		297,443
High yield trading debt securities	21,217		22,349		20,155		20,750
Emerging markets trading debt mutual funds	2,651		2,686		2,620		2,487
Emerging markets trading debt securities	2,099		2,246		2,444		2,355
Other trading debt securities	217		238		218		221
Total available-for-sale and trading short-term investments	$	357,076	$	359,834	$	323,353	$	323,256

The following table summarizes the estimated fair value of fixed rate securities designated as available-for-sale classified by the contractual maturity date of the security as of March 31, 2012.

(Thousands of dollars)	2012
Due within one year	$	53,083
Due after one year through three years	90,771
Due after three years	66,844
Total fixed rate securities	$	210,698

In addition to its short-term investments, Seaboard also has trading securities related to Seaboard’s deferred compensation plans classified in other current assets on the Condensed Consolidated Balance Sheets.  See Note 5 to the Condensed Consolidated Financial Statements for information on the types of trading securities held related to the deferred compensation plans.

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Note 3 – Inventories

The following is a summary of inventories at March 31, 2012 and December 31, 2011:

	March 31,			December 31,
(Thousands of dollars)	2012			2011
At lower of LIFO cost or market:
Live hogs and materials	$	227,303		$	228,624
Fresh pork and materials	31,586			29,426
	258,889			258,050
LIFO adjustment	(56,604		)	(57,783		)
Total inventories at lower of LIFO cost or market	202,285			200,267
At lower of FIFO cost or market:
Grains and oilseeds	280,500			251,839
Sugar produced and in process	64,157			78,730
Other	84,671			63,449
Total inventories at lower of FIFO cost or market	429,328			394,018
Grain, flour and feed at lower of weighted average cost or market	63,081			50,645
Total inventories	$	694,694		$	644,930

Note 4 – Income Taxes

Seaboard’s tax returns are regularly audited by federal, state and foreign tax authorities, which may result in adjustments. Seaboard’s 2006-2010 U.S. income tax returns are currently under IRS examination.  There have not been any material changes in unrecognized income tax benefits since December 31, 2011.  Interest related to unrecognized tax benefits and penalties was not material for the three months ended March 31, 2012.

Note 5 –Derivatives and Fair Value of Financial Instruments

U.S. GAAP discusses valuation techniques, such as the market approach (prices and other relevant information generated by market conditions involving identical or comparable assets or liabilities), the income approach (techniques to convert future amounts to single present amounts based on market expectations including present value techniques and option-pricing), and the cost approach (amount that would be required to replace the service capacity of an asset which is often referred to as replacement cost).  U.S. GAAP utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.  The following is a brief description of those three levels:

Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2:   Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.  These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3:   Unobservable inputs that reflect the reporting entity’s own assumptions.

The following table shows assets and liabilities measured at fair value on a recurring basis as of March 31, 2012 and also the level within the fair value hierarchy used to measure each category of assets.  Seaboard uses the end of the reporting period to determine if there were any transfers between levels.  There were no transfers between levels that occurred in the first quarter of 2012.  The trading securities classified as other current assets below are assets held for Seaboard’s deferred compensation plans.

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	Balance
	March 31,
(Thousands of dollars)	2012	Level 1	Level 2	Level 3
Assets:
Available-for-sale securities - short-term
investments:
Corporate bonds	$133,989	$           -	$133,989	$       -
Money market funds	69,867	69,867	-	-
U.S. Treasury securities	36,095	-	36,095	-
Collateralized mortgage obligations	22,720	-	22,720	-
Fixed rate municipal notes and bonds	21,335	-	21,335	-
U.S. Government agency securities	18,603	-	18,603	-
Emerging markets debt mutual fund	17,687	17,687	-	-
Asset backed debt securities	10,536	-	10,536	-
Other	1,483	-	1,483	-
Trading securities - short-term investments:
High yield debt securities	22,349	-	22,349	-
Emerging markets trading debt mutual fund	2,686	2,686	-	-
Emerging markets trading debt securities	2,246	-	2,246	-
Other debt securities	238	-	238	-
Trading securities - other current assets:
Domestic equity securities	16,614	16,614	-	-
Foreign equity securities	6,946	3,887	3,059	-
Fixed income mutual funds	4,914	4,914	-	-
Money market funds	3,674	3,674	-	-
U.S. Government agency securities	2,405	-	2,405	-
U.S. Treasury securities	1,409	-	1,409	-
Corporate bonds	64	-	64	-
Other	365	316	49	-
Derivatives:
Commodities(1)	2,398	2,398	-	-
Interest rate swaps	-	-	-	-
Foreign currencies	88	-	88	-
Total Assets	$398,711	$ 122,043	$276,668	$       -
Liabilities:
Derivatives:
Commodities(1)	$    3,360	$     3,360	$           -	$       -
Interest rate swaps	9,900	-	9,900	-
Foreign currencies	500	-	500	-
Total Liabilities	$  13,760	$     3,360	$  10,400	$       -

(1) Seaboard’s commodities derivative assets and liabilities are presented in the Condensed Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts.  As of March 31, 2012, the commodity derivatives had a margin account balance of $6,188,000 resulting in a net other current asset on the Condensed Consolidated Balance Sheets of $5,226,000.

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The following table shows assets and liabilities measured at fair value on a recurring basis as of December 31, 2011 and also the level within the fair value hierarchy used to measure each category of assets.

	Balance
	December 31,
(Thousands of dollars)	2011	Level 1	Level 2	Level 3
Assets:
Available-for-sale securities - short-term
investments:
Money market funds	$139,420	$139,420	$          -	$        -
Corporate bonds	89,146	-	89,146	-
Fixed rate municipal notes and bonds	17,788	-	17,788	-
Emerging markets debt mutual fund	16,399	16,399	-	-
Collateralized mortgage obligations	15,011	-	15,011	-
U.S. Government agency securities	9,757	-	9,757	-
U.S. Treasury securities	4,905	-	4,905	-
Asset backed debt securities	3,533	-	3,533	-
Other	1,484	-	1,484	-
Trading securities - short term investments:
High yield debt securities	20,750	-	20,750	-
Emerging markets trading debt mutual fund	2,487	2,487	-	-
Emerging markets trading debt securities	2,355	-	2,355	-
Other debt securities	221	-	221	-
Trading securities - other current assets:
Domestic equity securities	13,563	13,563	-	-
Foreign equity securities	7,490	3,991	3,499	-
Money market funds	4,521	4,521	-	-
Fixed income mutual funds	4,483	4,483	-	-
U.S. Government agency securities	2,085	-	2,085	-
U.S. Treasury securities	1,474	-	1,474	-
Corporate bonds	72	-	72	-
Other	236	159	77	-
Derivatives:
Commodities(1)	5,144	5,144	-	-
Interest rate swaps	-	-	-	-
Foreign currencies	2,247	-	2,247	-
Total Assets	$364,571	$190,167	$174,404	$         -
Liabilities:
Derivatives:
Commodities(1)	$    5,529	$    5,529	$            -	$         -
Interest rate swaps	11,268	-	11,268	-
Foreign currencies	3,380	-	3,380	-
Total Liabilities	$  20,177	$    5,529	$  14,648	$         -

(1) Seaboard’s commodities derivative assets and liabilities are presented in the Condensed Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts.  As of December 31, 2011, the commodity derivatives had a margin account balance of $8,619,000 resulting in a net other current asset on the Condensed Consolidated Balance Sheets of $8,234,000.

Financial instruments consisting of cash and cash equivalents, net receivables, notes payable, and accounts payable are carried at cost, which approximates fair value, as a result of the short-term nature of the instruments.

The fair value of long-term debt is estimated by comparing interest rates for debt with similar terms and maturities. If Seaboard’s debt was measured at fair value on its Condensed Consolidated Balance Sheets, it would have been classified as level 2 in the fair value hierarchy. The amortized cost and estimated fair values of investments and long-term debt at March 31, 2012 and December 31, 2011 are presented below.

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	2012				2011
(Thousands of dollars)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Short-term investments, available-for-sale	$	330,892	$	332,315	$	297,916	$	297,443
Short-term investments, trading debt securities	26,184		27,519		25,437		25,813
Long-term debt	162,612		166,038		157,252		161,636

While management believes its derivatives are primarily economic hedges of its firm purchase and sales contracts or anticipated sales contracts, Seaboard does not perform the extensive record-keeping required to account for these types of transactions as hedges for accounting purposes.  Since these derivatives and interest rate exchange agreements discussed below, are not accounted for as hedges, fluctuations in the related commodity prices, currency exchange rates and interest rates could have a material impact on earnings in any given period.  From time to time, Seaboard may enter into speculative derivative transactions not directly related to its raw material requirements.  The nature of Seaboard’s market risk exposure has not changed materially since December 31, 2011.

Commodity Instruments

Seaboard uses various grain, meal, hog, and energy resource related futures and options to manage its risk to price fluctuations for raw materials and other inventories, finished product sales and firm sales commitments.  At March 31, 2012, Seaboard had open net derivative contracts to purchase 7,160,000 pounds of hogs and 1,213,000 pounds of sugar and open net derivative contracts to sell 714,000 gallons of heating oil, 595,000 bushels of grain and 114,000 tons of soybean meal.  At December 31, 2011, Seaboard had open net derivative contracts to purchase 23,300 tons of soybean meal, 2,580,000 pounds of soybean oil and 2,280,000 pounds of hogs and open net derivative contracts to sell 10,599,000 bushels of grain and 1,176,000 gallons of heating oil.  Commodity derivatives are recorded at fair value with any changes in fair value being marked to market as a component of cost of sales on the Condensed Consolidated Statements of Earnings.

Foreign Currency Exchange Agreements

Seaboard enters into foreign currency exchange agreements to manage the foreign currency exchange rate risk with respect to certain transactions denominated in foreign currencies.  Foreign exchange agreements that were primarily related to an underlying commodity transaction were recorded at fair value with changes in value marked to market as a component of cost of sales on the Condensed Consolidated Statements of Earnings.  Foreign exchange agreements that were not related to an underlying commodity transaction were recorded at fair value with changes in value marked to market as a component of foreign currency gain (loss) on the Condensed Consolidated Statements of Earnings.

At March 31, 2012 and December 31, 2011, Seaboard had trading foreign exchange contracts to cover its firm sales and purchase commitments and related trade receivables and payables with net notional amounts of $127,029,000 and $158,266,000, respectively, primarily related to the South African Rand.

Interest Rate Exchange Agreements

In May 2010, Seaboard entered into three ten-year interest rate exchange agreements which involve the exchange of fixed-rate and variable-rate interest payments over the life of the agreements without the exchange of the underlying notional amounts to mitigate the effects of fluctuations in interest rates on variable rate debt.  Seaboard pays a fixed rate and receives a variable rate of interest on three notional amounts of $25,000,000 each.  In August 2010, Seaboard entered into another ten-year interest rate exchange agreement with a notional amount of $25,000,000 that has terms similar to those for the other three interest rate exchange agreements referred to above.  While Seaboard has certain variable rate debt, these interest rate exchange agreements do not qualify as hedges for accounting purposes.  Accordingly, the changes in fair value of these agreements are recorded in Miscellaneous, net in the Condensed Consolidated Statement of Earnings. At March 31, 2012 and December 31, 2011, Seaboard had four interest rate exchange agreements outstanding with a total notional value of $100,000,000.

Counterparty Credit Risk

Seaboard is subject to counterparty credit risk related to its foreign currency exchange agreements and interest rate swaps, should the counterparties fail to perform according to the terms of the contracts.  Seaboard’s foreign currency exchange agreements have a maximum amount of loss due to credit risk in the amount of $88,000 with

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four counterparties.  Seaboard does not hold any collateral related to these agreements.

The following table provides the amount of gain or (loss) recognized for each type of derivative and where it was recognized in the Condensed Consolidated Statement of Earnings for the three months ended March 31, 2012 and April 2, 2011.

(Thousands of dollars)
	Location of	March 31, 2012				April 2, 2011
	Gain or (Loss)	Amount of Gain or (Loss)				Amount of Gain or (Loss)
	Recognized in Income	Recognized in Income				Recognized in Income
Commodities	Cost of sales		$	(2,415	)		$	13,986
Foreign currencies	Cost of sales		(5,417		)		8,787
Foreign currencies	Foreign currency		(3,713		)		(136		)
Interest rate	Miscellaneous, net		648				519

The following table provides the fair value of each type of derivative held as of March 31, 2012 and December 31, 2011 and where each derivative is included on the Condensed Consolidated Balance Sheets.

(Thousands of dollars)		Asset Derivatives			Liability Derivatives
	Balance	Fair Value		Balance	Fair Value
	Sheet	March 31,	December 31,	Sheet	March 31,	December 31,
	Location	2012	2011	Location	2012	2011
Commodities(1)	Other current assets	$  2,398	$  5,144	Other current assets	$  3,360	$   5,529
Foreign currencies	Other current assets	88	2,247	Other current liabilities	500	3,380
Interest rate	Other current assets	-	-	Other current liabilities	9,900	11,268

(1) Seaboard’s commodities derivative assets and liabilities are presented in the Condensed Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts.  As of March 31, 2012 and December 31, 2011, the commodity derivatives had a margin account balance of $6,188,000 and $8,619,000, respectively, resulting in a net other current asset on the Condensed Consolidated Balance Sheets of $5,226,000 and $8,234,000, respectively.

Note 6 – Employee Benefits

Seaboard maintains two defined benefit pension plans for its domestic salaried and clerical employees.  At this time, no contributions are expected to be made to these plans in 2012.  Seaboard also sponsors non-qualified, unfunded supplemental executive plans, and unfunded supplemental retirement agreements with certain executive employees. Management has no plans to provide funding for these supplemental plans in advance of when the benefits are paid.

The net periodic benefit cost for all of these plans was as follows:

	Three Months Ended
	March 31,		April 2,
(Thousands of dollars)	2012		2011
Components of net periodic benefit cost:
Service cost	$  2,226		$  1,927
Interest cost	2,258		2,294
Expected return on plan assets	(1,592	)	(1,635	)
Amortization and other	1,530		1,051
Net periodic benefit cost	$  4,422		$  3,637

Note 7 – Commitments and Contingencies

Seaboard is subject to various legal proceedings related to the normal conduct of its business, including various environmental related actions.  In the opinion of management, none of these actions is expected to result in a judgment having a materially adverse effect on the Consolidated Financial Statements of Seaboard.

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Contingent Obligations

Certain of the non-consolidated affiliates and third party contractors who perform services for Seaboard have bank debt supporting their underlying operations.  From time to time, Seaboard will provide guarantees of that debt allowing a lower borrowing rate or facilitating third party financing in order to further Seaboard’s business objectives.  Seaboard does not issue guarantees of third parties for compensation.  As of March 31, 2012, Seaboard had guarantees outstanding to three third parties with a total maximum exposure of $1,200,000.  Seaboard has not accrued a liability for any of the third party or affiliate guarantees as management considers the likelihood of loss to be remote.

As of March 31, 2012, Seaboard had outstanding letters of credit (“LCs”) with various banks which reduced its borrowing capacity under its committed and uncommitted credit facilities by $78,850,000 and $14,011,000, respectively.  These LCs included $30,469,000 of LCs for supply agreements, $26,385,000 of LCs, which support the Industrial Development Revenue Bonds included as long-term debt and $21,892,000 of LCs related to insurance coverages.

Note 8 – Stockholders’ Equity and Accumulated Other Comprehensive Loss

The components of and changes in accumulated other comprehensive loss for the three months ended March 31, 2012 are as follows:

	Balance						Balance
	December 31,			Period			March 31,
(Thousands of dollars)	2011			Change			2012
Cumulative foreign currency translation adjustment	$	(93,669	)	$	460		$	(93,209	)
Unrealized gain on investments	(311		)	1,484			1,173
Unrealized loss on cash flow hedges	-			(91		)	(91		)
Unrecognized pension cost	(62,085		)	1,077			(61,008		)
Accumulated other comprehensive loss	$	(156,065	)	$	2,930		$	(153,135	)

The foreign currency translation adjustment primarily represents the effect of the Argentine peso currency exchange fluctuation on the net assets of the Sugar segment.  At March 31, 2012, the Sugar segment had $215,045,000 in net assets denominated in Argentine pesos and $4,809,000 in net assets denominated in U.S. dollars.

With the exception of the foreign currency translation adjustment to which a 35 percent federal tax rate is applied, income taxes for components of accumulated other comprehensive loss were recorded using a 39 percent effective tax rate.  In addition, the unrecognized pension cost includes $20,293,000 related to employees at certain subsidiaries for which no tax benefit has been recorded.

On October 31, 2011, the Board of Directors extended through October 31, 2012 the share repurchase program previously approved on November 6, 2009 and originally set to expire on October 31, 2011.  Under this share repurchase program, Seaboard is authorized to repurchase from time to time up to $100,000,000 market value of its Common Stock in open market or privately negotiated purchases which may be above or below the traded market price.  As of March 31, 2012, $53,699,000 remained available for repurchases under this program.  During the period that the share repurchase program remains in effect, from time to time, Seaboard may enter into a 10b5-1 plan authorizing a third party to make such purchases on behalf of Seaboard.  The stock repurchase will be funded by cash on hand.  Shares repurchased will be retired and resume the status of authorized and unissued shares.  All stock repurchased will be made in compliance with applicable legal requirements and the timing of the repurchases and the number of shares repurchased at any given time will depend upon market conditions, compliance with Securities and Exchange Commission regulations and other factors.  The Board’s stock repurchase authorization does not obligate a specific amount of common stock and the stock repurchase program may be suspended at any time at Seaboard’s discretion. For the three months ended March 31, 2012, Seaboard repurchased 3,250 shares of common stock at a total cost of $6,335,000.  Also, Seaboard currently does not intend to declare or pay any dividends during 2012 as there was a prepayment of the annual 2011 and 2012 dividends in December 2010.

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Note 9 - Segment Information

In January 2012, Seaboard made an initial payment of $3,660,000 increasing its ownership interest from 50% to 70% in PS International, LLC (PSI), an international specialty grain trading business located in North Carolina. As a result, effective January 1, 2012, Seaboard began consolidation accounting and discontinued the equity method of accounting for this investment. The final amount of this additional investment will be determined during 2012 upon final verification of certain balance sheet items as of December 31, 2011.  Pro forma results of operations are not presented, as the effects of consolidation are not material to Seaboard’s results of operations.

In the first quarter of 2011, the Commodity Trading and Milling segment recognized $101,080,000 in net sales related to previously deferred costs and deferred revenues under contracts for which the final sale prices were not fixed and determinable until 2011. Also, in the first quarter of 2011, this segment incurred a grain inventory write-down of $1,698,000 (with no tax benefit recognized), or $1.40 per share for various customer contract performance issues.

On April 8, 2011, Seaboard closed the sale of its two floating power generating facilities in the Dominican Republic.  In late March 2011, the purchaser entered into discussions with Seaboard to lease one of the facilities to Seaboard for a short period of time.  On April 20, 2011, Seaboard signed a short-term lease agreement that allowed Seaboard to resume operations of one of the facilities (72 megawatts) and operate it through approximately March 31, 2012.  Seaboard and the purchaser also agreed to defer the sale to the purchaser of the inventory related to the leased facility until the end of the lease term.  In late March 2012, this lease was extended to August 31, 2012.  After August 31, 2012, this lease will automatically extend on a month-to-month basis but is cancellable by either party while the purchaser reconsiders its long-term plans for the facility.  Also, as of March 31, 2012, $1,500,000 of the original sale price for this power generating facility remained in escrow for potential dry dock costs.  Seaboard retained all other physical properties of this business and constructed a new 106 megawatt floating power generating facility for use in the Dominican Republic, which began commercial operations in March 2012.  As of March 31, 2012, total project costs capitalized was $126,347,000.  There will be some additional amounts capitalized in the second quarter of 2012 for an estimated total project cost of $136,000,000, including capitalized interest.

The Turkey segment, accounted for using the equity method, represents Seaboard’s investment in Butterball, LLC (Butterball).  Butterball had total net sales for the three months ended March 31, 2012 and April 2, 2011 of $301,616,000 and $278,457,000, respectively, and operating income for the three months ended March 31, 2012 and April 2, 2011 of $23,365,000 and $5,673,000, respectively.  As of March 31, 2012 and December 31, 2011, the Turkey segment had total assets of $844,155,000 and $819,618,000, respectively.

In conjunction with Seaboard’s initial investment in Butterball on December 6, 2010, Seaboard has a long-term note receivable from Butterball which had a balance of $103,511,000 as of March 31, 2012.  Part of the interest earned on this note is pay-in-kind interest, which accumulates and is paid at maturity.  During the third quarter of 2011, Seaboard provided a term loan of $13,037,000 to Butterball to pay off capital leases for certain fixed assets which originally were financed with third parties.  The effective interest rate on the term loan is approximately 12%.  Although the term loan expires on January 31, 2018, Seaboard anticipates that Butterball will pay off the term loan prior to such expiration date as Butterball is expected to sell all of the related assets and is required to remit the proceeds from such sale to Seaboard to repay the loan.  As of March 31, 2012, the balance of the term loan recorded in long-term notes receivable from affiliate was $9,645,000.

The following tables set forth specific financial information about each segment as reviewed by Seaboard’s management. Operating income for segment reporting is prepared on the same basis as that used for consolidated operating income.  Operating income, along with income or losses from affiliates for the Commodity Trading and Milling segment, is used as the measure of evaluating segment performance because management does not consider interest, other investment income and income tax expense on a segment basis.

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Sales to External Customers:
	Three Months Ended
	March 31,		April 2,
(Thousands of dollars)	2012		2011
Pork	$	400,661	$	423,969
Commodity Trading and Milling	724,538		712,231
Marine	233,749		229,720
Sugar	73,619		67,003
Power	35,536		32,345
All Other	3,010		2,911
Segment/Consolidated Totals	$	1,471,113	$	1,468,179

Operating Income (Loss):
	Three Months Ended
	March 31,			April 2,
(Thousands of dollars)	2012			2011
Pork	$	52,873		$	79,595
Commodity Trading and Milling	25,693			23,072
Marine	491			7,022
Sugar	16,977			22,439
Power	5,820			3,549
All Other	6			(302		)
Segment Totals	101,860			135,375
Corporate Items	(8,504		)	(5,099		)
Consolidated Totals	$	93,356		$	130,276

Income from Affiliates:
	Three Months Ended
	March 31,			April 2,
(Thousands of dollars)	2012			2011
Commodity Trading and Milling	$	707		$	5,819
Sugar	(1		)	317
Turkey	8,863			26
Segment/Consolidated Totals	$	9,569		$	6,162

Total Assets:
	March 31,		December 31,
(Thousands of dollars)	2012		2011
Pork	$	738,476	$	738,574
Commodity Trading and Milling	855,102		755,903
Marine	266,581		261,781
Sugar	253,838		269,564
Power	200,645		165,118
Turkey	323,338		312,164
All Other	6,280		6,257
Segment Totals	2,644,260		2,509,361
Corporate Items	467,884		497,367
Consolidated Totals	$	3,112,144	$	3,006,728

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Investments in and Advances to Affiliates:
	March 31,		December 31,
(Thousands of dollars)	2012		2011
Commodity Trading and Milling	$	157,826	$	160,402
Sugar	3,121		3,177
Turkey	210,182		201,261
Segment/Consolidated Totals	$	371,129	$	364,840

Administrative services provided by the corporate office allocated to the individual segments represent corporate services rendered to and costs incurred for each specific segment with no allocation to individual segments of general corporate management oversight costs.  Corporate assets include short-term investments, other current assets related to deferred compensation plans, fixed assets, deferred tax amounts and other miscellaneous items.  Corporate operating losses represent certain operating costs not specifically allocated to individual segments and include costs related to Seaboard’s deferred compensation programs (which are offset by the effect of the mark-to-market investments recorded in Other Investment Income, Net).

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

LIQUIDITY AND CAPITAL RESOURCES

Summary of Sources and Uses of Cash

Cash and short-term investments as of March 31, 2012 increased $18.1 million to $412.9 million from December 31, 2011.  The increase was primarily the result of $26.9 million in net cash from operating activities and $28.7 million in increased net borrowings. Partially offsetting this increase was cash used for capital expenditures of $29.0 million and repurchase of common stock of $6.3 million.  Cash from operating activities increased $81.7 million for the three months ended March 31, 2012 compared to the same period in 2011, primarily as a result of lower changes in working capital needs in the Commodity Trading and Milling segment for increases in receivables and inventories and also timing of payments for current liabilities.  Partially offsetting this increase was lower net earnings for the three months ended March 31, 2012 compared to the same period in 2011.

Acquisitions, Capital Expenditures and Other Investing Activities

During the three months ended March 31, 2012, Seaboard invested $29.0 million in property, plant and equipment, of which $9.7 million was expended in the Pork segment, $2.2 million in the Marine segment, $3.3 million in the Sugar segment and $12.9 million in the Power segment.  The Pork segment expenditures were primarily for additional finishing barns and improvements to existing facilities and related equipment.  The Marine segment expenditures were primarily for purchases of cargo carrying and handling equipment and port development.  In the Sugar segment, the capital expenditures were primarily for expansion of cane growing operations and normal upgrades to existing operations.  The Power segment expenditures were primarily used for the construction of a 106 megawatt power generating facility for use in the Dominican Republic.  The total cost of this project is estimated to be $136.0 million.  This facility began operations in March 2012.  All other capital expenditures are of a normal recurring nature and primarily include replacements of machinery and equipment, and general facility modernizations and upgrades.

For the remainder of 2012, management has budgeted capital expenditures totaling $126.2 million.  The Pork segment plans to spend $37.5 million primarily additional finishing barns, a new feed mill and improvements to existing facilities and related equipment.  The Commodity Trading and Milling segment has budgeted $20.4 million primarily for a used dry bulk vessel and improvements to existing facilities and related equipment. The Marine segment has budgeted $36.8 million primarily for additional cargo carrying and handling equipment.  In addition, management will be evaluating whether to purchase additional containerized cargo vessels for the Marine segment and additional dry bulk vessels for the Commodity Trading and Milling segment during 2012.  The Sugar segment plans to spend $19.6 million primarily on normal upgrades to existing operations. The Power segment plans to spend $9.9 million primarily on the new power generating facility. The balance of $2.0 million is planned to be spent in all other businesses.  Management anticipates paying for these capital expenditures from available cash, the use of available short-term investments or Seaboard’s available borrowing capacity.

Effective, January 1, 2012, Seaboard increased its ownership interest in PS International, LLC (PSI), a specialty grain trading business located in Chapel Hill, North Carolina, from 50% to 70% by making an initial cash payment of $3.7 million in January 2012. See Note 9 to the Condensed Consolidated Financial Statements for further discussion.

During 2010, Seaboard agreed to invest in various limited partnerships as a limited partner that are expected to enable Seaboard to obtain certain low income housing tax credits over a period of approximately ten years.  As of March 31, 2012, Seaboard had invested $6.8 million in these partnerships.  The total commitment is approximately $17.5 million with additional investments of $6.9 million anticipated to be made during the remainder of 2012.

Seaboard has a 50% non-controlling interest in a bakery being built in Central Africa.  The total project cost is estimated to be $60.5 million but Seaboard’s total investment has not yet been determined pending finalization of third party financing alternatives for a portion of the project.  The bakery is not expected to be fully operational until the second half of 2012. As of March 31, 2012, Seaboard had invested a total of $25.2 million in this project, including $3.7 million invested during the three month period ended March 31, 2012.

Financing Activities and Debt

As of March 31, 2012, Seaboard had committed lines of credit totaling $300.0 million and uncommitted lines totaling $202.6 million.  As of March 31, 2012, there were no borrowings outstanding under the committed lines of credit and borrowings under the uncommitted lines of credit totaled $39.6 million, all related to foreign

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subsidiaries.  Outstanding standby letters of credit reduced Seaboard’s borrowing capacity under its committed and uncommitted credit lines by $78.9 million and $14.0 million, respectively, primarily representing $30.5 million for supply agreements, $26.4 million for Seaboard’s outstanding Industrial Development Revenue Bonds and $21.9 million related to insurance coverage.

Seaboard has a long-term credit agreement for $114.0 million to finance the construction of the new power generating facility in the Dominican Republic noted above.  During the first three months of 2012, Seaboard borrowed an additional $5.5 million under this credit facility.  As of March 31, 2012, $86.8 million had been borrowed from this credit facility.  In April 2012, the remaining $27.2 million was borrowed.

Seaboard’s remaining 2012 scheduled long-term debt maturities total $41.4 million.  As of March 31, 2012, Seaboard had cash and short-term investments of $412.9 million, total net working capital of $1,143.0 million and a $300.0 million committed line of credit maturing on July 10, 2013.  Accordingly, management believes Seaboard’s combination of internally generated cash, liquidity, capital resources and borrowing capabilities will be adequate for its existing operations and any currently known potential plans for expansion of existing operations or business segments for 2012. Management intends to continue seeking opportunities for expansion in the industries in which Seaboard operates, utilizing existing liquidity, available borrowing capacity and other financing alternatives.

As of March 31, 2012, $114.0 million of the $412.9 million of cash and short-term investments were held by Seaboard’s foreign subsidiaries and Seaboard could be required to accrue and pay taxes to repatriate these funds if needed for Seaboard’s operations in the U.S. However, Seaboard’s intent is to permanently reinvest these funds outside the U.S. and current plans do not demonstrate a need to repatriate them to fund Seaboard’s U.S. operations.

As of March 31, 2012, Seaboard believes its exposure to the current potential European sovereign debt problems is not material. Seaboard monitors these exposures and currently does not believe there is a significant risk.

On November 6, 2009, the Board of Directors authorized up to $100.0 million for a share repurchase program, which was extended by the Board of Directors for an additional year through October 31, 2012.  For the three months ended March 31, 2012, Seaboard used cash to repurchase 3,250 shares of common stock at a total price of $6.3 million.  See Note 8 to the Condensed Consolidated Financial Statements for further discussion.  Also, Seaboard currently does not intend to declare or pay any dividends during 2012.

See Note 7 to the Condensed Consolidated Financial Statements for a summary of Seaboard’s contingent obligations, including guarantees issued to support certain activities of non-consolidated affiliates or third parties who provide services for Seaboard.

RESULTS OF OPERATIONS

Net sales increased to $1,471.1 million for the first quarter of 2012 compared to $1,468.2 million for the first quarter of 2011.  The increase primarily reflected increased prices for all divisions with the exception of the Pork division which experienced lower sales volume and prices for pork products and also decreased sales volume of biodiesel.

Operating income decreased to $93.4 million in the first quarter of 2012, compared to $130.3 million in the first quarter of 2011.  The decreases primarily reflects higher feed costs and lower prices for pork products for the Pork division, and to a lesser extent, higher operating costs for the Marine and Sugar divisions, as discussed below.

Pork Segment
	Three Months Ended
	March 31,		April 2,
(Dollars in millions)	2012		2011
Net sales	$	400.7	$	424.0
Operating income	$	52.9	$	79.6

Net sales for the Pork segment decreased $23.3 million in the first quarter of 2012 compared to the first quarter of 2011.  The decrease primarily reflects decreases in overall sales prices and sales volume for pork products and also decreased sales volume of biodiesel.

Operating income for the Pork segment decreased $26.7 million for the first quarter of 2012 compared to the first

17

quarter of 2011.  The decrease was primarily a result of higher feed costs and, to a lesser extent, lower prices for pork products as noted above.  Management is unable to predict future market prices for pork products or the cost of feed.  However, management anticipates positive operating income for the remainder of 2012, although at a lower level than 2011.

Commodity Trading and Milling Segment

	Three Months Ended
	March 31,		April 2,
(Dollars in millions)	2012		2011
Net sales	$	724.5	$	712.2
Operating income as reported	$	25.7	$	23.1
Less mark-to-market adjustments		(6.3)		(12.0	)
Operating income excluding mark-to-market adjustments	$	19.4	$	11.1
Income from affiliates	$	0.7	$	5.8

Net sales for the Commodity Trading and Milling segment increased $12.3 million for the first quarter of 2012 compared to the first quarter of 2011.  The increase is primarily the result of the consolidation of PSI discussed above and higher volumes of wheat sales to non-consolidated affiliates.  In the first quarter of 2011, net sales included $101.1 million recognized related to previously deferred costs and deferred revenues under contracts for which the final sale prices were not fixed and determinable until the first quarter of 2011.

Operating income for this segment increased $2.6 million for the first quarter of 2012 compared to the first quarter of 2011.  The increase primarily reflect higher margins on commodity sales, especially wheat sales to non-consolidated affiliates, partially offset by the $5.7 million fluctuation of marking to market the derivative contracts, as discussed below.  Excluding the effects of these derivative contracts, operating income increased $8.3 million for the first quarter of 2012 compared to the first quarter of 2011.

Due to the uncertain political and economic conditions in the countries in which Seaboard operates and the current volatility in the commodity markets, management is unable to predict future sales and operating results for the remainder of 2012.

Had Seaboard not applied mark-to-market accounting to its derivative instruments, operating income for this segment would have been lower by $6.3 million and $12.0 million, for the first quarter of 2012 and 2011, respectively. While management believes its commodity futures and options and foreign exchange contracts are primarily economic hedges of its firm purchase and sales contracts or anticipated sales contracts, Seaboard does not perform the extensive record-keeping required to account for these types of transactions as hedges for accounting purposes.  Accordingly, while the changes in value of the derivative instruments were marked to market, the changes in value of the firm purchase or sales contracts were not.  As products are delivered to customers, these existing mark-to-market adjustments should be primarily offset by realized margins or losses as revenue is recognized over time and thus, these mark-to-market adjustments could reverse in fiscal 2012.  Management believes eliminating these adjustments, as noted in the table above, provides a more reasonable presentation to compare and evaluate period-to-period financial results for this segment.

Income from affiliates in the first quarter of 2012 decreased by $5.1 million compared to the first quarter of 2011. The decrease primarily represents unfavorable market conditions for certain affiliates and a few one-time income items in the first quarter of 2011.  Based on the uncertainty of local political and economic environments in the countries in which the flour and feed mills operate, management cannot predict future results.

Marine Segment
	Three Months Ended
	March 31,		April 2,
(Dollars in millions)	2012		2011
Net sales	$	233.7	$	229.7
Operating income	$	0.5	$	7.0

Net sales for the Marine segment increased $4.0 million for the first quarter of 2012 compared to the first quarter of 2011. The increase was primarily the result of increased rates in most markets served during 2012 compared to 2011.

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Operating income for the Marine segment decreased $6.5 million for the first quarter of 2012 compared to the first quarter of 2011.  The decrease was primarily the result of cost increases for fuel and charterhires on a per unit shipped basis. Partially offsetting the decreases were higher cargo rates as discussed above.  Management cannot predict changes in future cargo volumes and cargo rates or to what extent changes in economic conditions in markets served will affect net sales or operating income during the remainder of 2012.  However, based on higher fuel and other costs, management currently cannot predict if this segment will be profitable for the remainder of 2012.

Sugar Segment
	Three Months Ended
	March 31,		April 2,
(Dollars in millions)	2012		2011
Net sales	$	73.6	$	67.0
Operating income	$	17.0	$	22.4
Income from affiliates	$	-	$	0.3

Net sales for the Sugar segment increased $6.6 million for the first quarter of 2012 compared to the first quarter of 2011.  The increases primarily reflect increased domestic sugar and alcohol prices.  Management cannot predict sugar and alcohol prices for the remainder of 2012.

Operating income decreased $5.4 million for the first quarter of 2012 compared to the first quarter of 2011.  The decrease primarily represents higher costs of sugar purchased from third parties for resale in excess of increased selling prices noted above and, to a lesser extent, higher selling and administrative personnel costs.  Management anticipates positive operating income for this segment for the remainder of 2012, although at a lower level than 2011.

Power Segment
	Three Months Ended
	March 31,		April 2,
(Dollars in millions)	2012		2011
Net sales	$	35.5	$	32.3
Operating income	$	5.8	$	3.5

Net sales for the Power segment increased $3.2 million for the first quarter of 2012 compared to the first quarter of 2011 primarily reflecting higher rates.  The higher rates were attributable primarily to higher fuel costs, a component of pricing.

Operating income increased $2.3 million for the first quarter of 2012 compared to the first quarter of 2011.  The increase was primarily the result of $2.2 million of delay liquidation damages received from the contractor of the new power generating facility related to the delayed start-up.

See Note 9 to the Condensed Consolidated Financial Statements for the sale of certain assets of this business on April 8, 2011, subsequent leasing of one power generating facility and the construction of a new replacement power generating facility.  Management anticipates that sales volumes will be higher for the remainder of 2012 as a result of the start-up of the new power generating facility in March 2012.   Management cannot predict future fuel costs or the extent to which rates will fluctuate compared to fuel costs.  However, management anticipates positive operating income for this segment for the remainder of 2012, although at a lower level than 2011 as a result of the $51.4 million gain recognized on sale of the power generating facilities  in the second quarter of 2011.

Turkey Segment
	Three Months Ended
	March 31,		April 2,
(Dollars in millions)	2012		2011
Income from affiliate	$	8.9	$	-

The Turkey segment, accounted for using the equity method, represents Seaboard’s investment in Butterball, which occurred on December 6, 2010.  The increase in income from affiliate is primarily the result of higher sale

19

prices and lower production costs from recent savings initiatives.  Butterball anticipates positive income for the remainder of 2012.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses increased by $6.4 million for the first quarter of 2012 compared to the first quarter of 2011.  The increase is primarily the result of increased personnel costs in most segments and higher costs related to Seaboard’s deferred compensation programs (which are offset by the mark-to-market investments recorded in Other investment income, net).  As a percentage of revenues, SG&A increased to 4.2% in the first quarter of 2012 compared to 3.7% for the first quarter of 2011.

Income Tax Expense

The effective tax rate for the first quarter of 2012, which approximates the expected annual rate, is higher than the tax rate for the first quarter of 2011 primarily due to the Power segment income being taxable for 2012 compared to non-taxable in the prior year, including the gain on sale of power generating facilities in the second quarter of 2011.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Seaboard is exposed to various types of market risks in its day-to-day operations.  Seaboard utilizes derivative instruments to mitigate some of these risks including both purchases and sales of futures and options to hedge inventories, forward purchases and sale contracts.  Primary market risk exposures result from changing commodity prices, foreign currency exchange rates and interest rates.  From time to time, Seaboard may also enter into speculative derivative transactions not directly related to its raw material requirements.  The nature of Seaboard’s market risk exposure related to these items has not changed materially since December 31, 2011.  See Note 5 to the Condensed Consolidated Financial Statements for further discussion.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures - Seaboard’s management evaluated, under the direction of our Chief Executive and Chief Financial Officers, the effectiveness of Seaboard’s disclosure controls and procedures as defined in Exchange Act Rule 13a–15(e) as of March 31, 2012.  Based upon and as of the date of that evaluation, Seaboard’s Chief Executive and Chief Financial Officers concluded that Seaboard’s disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports it files and submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as and when required.  It should be noted that any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met.  In addition, the design of any system of disclosure controls and procedures is based in part upon assumptions about the likelihood of future events.  Due to these and other inherent limitations of any such system, there can be no assurance that any design will always succeed in achieving its stated goals under all potential future conditions.

Change in Internal Controls – Effective, January 1, 2012, Seaboard began consolidation accounting and discontinued the equity method of accounting for its investment in PS International, LLC (PSI) with Seaboard’s ownership interest increasing from 50% to 70%.  Management is currently in the process of documenting and evaluating internal controls with respect to PSI.  Although management does not consider it material to its results of operations, Seaboard intends to extend its Sarbanes-Oxley Act of 2002 Section 404 compliance program to include PSI with an effective date of January 1, 2013.  Except as set forth above, there has been no change in Seaboard’s internal control over financial reporting required by Exchange Act Rule 13a–15 that occurred during the fiscal quarter ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, Seaboard’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1A.  Risk Factors

There have been no material changes in the risk factors as previously disclosed in Seaboard’s Annual Report on Form 10-K for the year ended December 31, 2011.

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

The following table contains information regarding Seaboard’s purchase of its common stock during the quarter.

Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 to January 31, 2012	1,400	1,934.86	1,400	57,325,894
February 1 to February 29, 2012	700	1,966.86	700	55,949,090
March 1 to March 31, 2012	1,150	1,956.33	1,150	53,699,313
Total	3,250	1,949.35	3,250	53,699,313

All purchases during the quarter were made under the authorization from our Board of Directors to purchase up to $100 million market value of Seaboard common stock announced on November 6, 2009, which was scheduled to expire on October 31, 2011 but was extended through October 31, 2012.  All purchases were made through open-market purchases and all the repurchased shares have been retired.

Item 4.  Mine Safety Disclosures

Not Applicable.

Item 6.  Exhibits

10.1	Employment Agreement between Seaboard Foods LLC and Terry J. Holton, dated March 22, 2012.
31.1	Certification of the Chief Executive Officer Pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer Pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the 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 the 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 Seaboard Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in XBRL (Extensible Business Reporting Language): (1) Condensed Consolidated Statements of Earnings, (2) Condensed Consolidated Balance Sheets, (3) Condensed Consolidated Statements of Cash Flows, and (4) the Notes to Unaudited Condensed Consolidated Financial Statements *.
	*           Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise are not subject to liability under these sections.

This Form 10-Q contains forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of Seaboard Corporation and its subsidiaries (Seaboard).  Forward-looking statements generally may be identified as statements that are not historical in nature; and statements preceded by, followed by or that include the words “believes,” “expects,” “may,” “will,” “should,” “could,” “anticipates,” “estimates,” “intends,” or similar expressions.  In more specific terms, forward--looking statements, include, without limitation: statements concerning projection of revenues, income or loss, capital expenditures, capital structure or other financial items, including the impact of mark-to-market accounting on operating income; statements regarding the plans and objectives of management for future operations;

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statements of future economic performance; statements regarding the intent, belief or current expectations of Seaboard and its management with respect to: (i) Seaboard’s ability to obtain adequate financing and liquidity, (ii) the price of feed stocks and other materials used by Seaboard; (iii) the sales price or market conditions for pork, grains, sugar, turkey and other products and services; (iv) the recorded tax effects under certain circumstances; (v) the volume of business and working capital requirements associated with the competitive trading environment for the Commodity Trading and Milling segment; (vi) the charter hire rates and fuel prices for vessels; (vii) the fuel costs and related spot market prices in the Dominican Republic; (viii)  the effect of the fluctuation in foreign currency exchange rates; (ix) the profitability or sales volume of any of Seaboard’s segments; (x) the anticipated costs and completion timetable for Seaboard’s scheduled capital improvements, acquisitions and dispositions; or (xi) other trends affecting Seaboard’s financial condition or results of operations, and statements of the assumptions underlying or relating to any of the foregoing statements.

This list of forward-looking statements is not exclusive.  Seaboard undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changes in assumptions or otherwise.  Forward-looking statements are not guarantees of future performance or results.  They involve risks, uncertainties and assumptions.  Actual results may differ materially from those contemplated by the forward-looking statements due to a variety of factors.  The information contained in this report, including without limitation the information under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” identifies important factors which could cause such differences.

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SIGNATURES

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

SEABOARD CORPORATION
by:	/s/ Robert L. Steer
	Robert L. Steer, Executive Vice President,
	Chief Financial Officer
	(principal financial officer)
Date: May 4, 2012
by:	/s/ John A. Virgo
	John A. Virgo, Senior Vice President, Corporate Controller
	and Chief Accounting Officer
	(principal accounting officer)
Date: May 4, 2012

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EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 22, 2012 by and between SEABOARD FOODS LLC, an Oklahoma limited liability company (together with any Successor thereto, the “Company”), and Terry J. Holton (“Executive”).

WITNESSETH:

WHEREAS, the Company desires to employ and secure the exclusive services of Executive on the terms and conditions set forth in this Agreement; and

WHEREAS, Executive desires to accept such employment on such terms and conditions;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein and for other good and valuable consideration, the Company and Executive hereby agree as follows:

1.         Agreement to Employ.  Upon the terms and subject to the conditions of this Agreement, the Company hereby agrees to continue to employ Executive, and Executive hereby accepts such continued employment with the Company.

2.         Term; Position and Responsibilities; and Location.

(a)        Term of Employment.  Unless Executive’s employment shall sooner terminate pursuant to Section 8, the Company shall continue to employ Executive on the terms and subject to the conditions of this Agreement for a term commencing as of January 1, 2012 (the “Commencement Date”) and ending on the date which is three (3) years after the Commencement Date, provided, however, on each annual anniversary date of the Commencement Date (an “Annual Anniversary Date”) through January 1, 2016, Executive’s employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions for three (3) years after such Annual Anniversary Date, unless the Company shall have given written notice to Executive, at least thirty (30) days prior to the expiration of such Annual Anniversary Date, of its intention not to extend the Employment Period (as defined below) hereunder.  Beginning with the January 1, 2018 Anniversary Date and each Anniversary Date thereafter, Executive’s employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions for one (1) year after such Annual Anniversary Date, unless the Company shall have given written notice to Executive, at least thirty (30) days prior to the expiration of such Annual Anniversary Date, of its intention not to extend the Employment Period (as defined below) hereunder.  Notwithstanding the foregoing, unless mutually agreed to by the Company and the Executive, Executive’s employment hereunder shall under no circumstances extend beyond December 31, 2021.  The period during which Executive is employed by the Company pursuant to this Agreement, including any extension thereof in accordance with the preceding sentence, shall be referred to as the “Employment Period.”

(b)        Position and Responsibilities.  During the Employment Period, Executive shall serve as President and Chief Executive Officer of Seaboard Foods LLC, and shall have such

duties and responsibilities as are customarily assigned to individuals serving in such position and such other duties consistent with Executive’s title and position as the Board of Directors of the Company (the “Board”) specifies from time to time.  Executive shall devote all of his skill, knowledge, commercial efforts and business time to the conscientious and good faith performance of his duties and responsibilities for the Company to the best of his ability.

(c)        Location.  During the Employment Period, Executive’s services shall be performed primarily in the Kansas City metropolitan area.  However, Executive may be required to travel in and outside of Kansas City as the needs of the Company’s business dictate.

3.         Base Salary.  Commencing January 1, 2012, the Company shall pay Executive a base salary at an annualized rate of four hundred twenty thousand dollars ($420,000), payable in installments on the Company’s regular payroll dates.  The Board shall review Executive’s base salary annually during the Employment Period and may increase (but not decrease) such base salary from time to time, based on its periodic review of Executive’s performance in accordance with the Company’s regular policies and procedures.  The annual base salary payable to Executive from time to time under this Section 3 shall hereinafter be referred to as the “Base Salary.”

4.         Annual Bonus Compensation.  Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each calendar year ending during the Employment Period.  The Annual Bonus shall be determined under the Company’s Executive Officers’ Bonus Plan or such other annual bonus plan maintained by the Company for similarly situated Executives that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time.  Executive’s Annual Bonus shall not be less than five hundred thousand dollars ($500,000) for any calendar year during the Employment Period.  The Annual Bonus is earned pro-rata throughout each year.  The Annual Bonus for each year shall be payable in cash on or before March 1 of the following year.

5.         Car Allowance.  During Executive’s Employment Period, Executive will be entitled to receive an annual car allowance and gasoline charge privileges in accordance with the Company’s car allowance policy.

6.         Executive Benefits.  During the Employment Period, Executive will be eligible to participate in the employee and executive benefit plans and programs maintained by the Company from time to time in which executives of the Company at Executive’s grade level are eligible to participate, including medical, dental, disability, hospitalization, life insurance, and retirement (i.e., 401K, pension and executive retirement plans), deferred compensation and savings plans, on the terms and subject to the conditions set forth in such plans; as may be amended from time to time; provided, however, the benefits provided by the Company will not be amended to provide for any benefits which are materially less than the current benefits provided to Executive at the Commencement Date.  Executive shall continue to be a participant in the Seaboard Corporation 409A Executive Retirement Plan, Amended and Restated Effective January 1, 2009 (“SERP”) during the Employment Period.  For purposes of calculating the benefit payable under the SERP, Executive agrees that the Final Average Earnings shall not exceed $1,000,000.

7.         Indemnification; Expenses; Paid Time Off.

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(a)        Indemnification.  Except to the extent, if any, prohibited by law, the Company shall indemnify Executive against expenses (including attorneys’ fees of counsel selected by Executive), judgments, fines and amounts paid in settlement actually and reasonably incurred by Executive in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which Executive was, is, or is threatened to be, made a party by reason of facts which include Executive’s being or having been an employee, officer, director or agent of the Company or any Affiliates.  Except to the extent, if any, prohibited by law, the Company shall pay expenses (including attorneys’ fees of counsel selected by Executive) actually and reasonably incurred by Executive in defending any such action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by Executive to repay such amounts so paid on Executive’s behalf if it shall ultimately be determined that Executive is not entitled to be indemnified by the Company for such expenses under applicable law.  The provisions of this Section 7(a) shall (i) survive termination of this Agreement; and (ii) not be deemed exclusive of any other indemnification or expense rights to which Executive may be entitled.

(b)       Business Expenses.  During the Employment Period, the Company will reimburse Executive for all reasonable and necessary business-related expenses incurred by Executive at the request of and on behalf of the Company in accordance with the Company’s normal expense reimbursement policies.

(c)        Paid Time Off.  During the Employment Period, Executive shall be entitled to paid time off on an annualized basis in accordance with the Company’s paid time off policy.  Executive shall also be entitled to Company-designated holidays.

8.         Termination of Employment.

(a)        Termination Due to Death or Disability.  Executive’s employment shall automatically terminate upon Executive’s death and may be terminated by the Company due to Executive’s Disability (as defined below in this subsection (a)).  In the event that Executive’s employment is terminated due to his Disability or death, no termination benefits shall be payable to or in respect of Executive except as provided in Section 8(f)(ii).  For purposes of this Agreement, “Disability” means a physical or mental disability that prevents or would prevent the performance by Executive of his duties hereunder for a continuous period of six months or longer.  The determination of Executive’s Disability will be made by an independent physician agreed to by the parties.  If the parties are unable to agree within ten (10) days after a request for designation by a party, then the Company and the Executive shall each select a physician, and the two (2) physicians selected shall select a third physician.  The three (3) physicians so selected shall make a determination of the Executive’s Disability, as determined by at least two (2) of the three (3) physicians selected.  Such determination shall be final and binding on the parties hereto, and shall be based on such competent medical evidence as shall be presented to such physicians by Executive and/or the Company or by any physician or group of physicians or other competent medical experts employed by Executive and/or the Company to advise such physicians.

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(b)        Termination by the Company for Cause.  Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)).  In the event of a termination of Executive’s employment by the Company for Cause, Executive shall be paid the termination benefits as provided in Section 8(f)(ii).  For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material violation by Executive of any Policy (as defined in Section 14), resulting in material injury to the Company; (iii) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (iv) Executive’s material fraud or misappropriation of funds; or (v) the commission by Executive of a felony involving moral turpitude; provided that no termination under clauses (i) or (ii) shall be effective unless Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice.

(c)       Termination Without Cause.  Executive’s employment may be terminated by the Company Without Cause (as defined below in this subsection (c)) at any time.  In the event of a termination of Executive’s employment by the Company Without Cause, the Executive shall be paid the termination benefits as provided in Section 8(f)(i).  For purposes of this Agreement, a termination “Without Cause” shall mean a termination of Executive’s employment by the Company other than due to Executive’s death or Disability as described in Section 8(a) and other than for Cause as described in Section 8(b).

(d)        Termination by Executive.  Executive may resign from his employment for any reason, including for Good Reason (as defined below in this subsection (d)).  In the event of a termination of Executive’s employment by Executive’s resignation other than for Good Reason, no termination benefits shall be payable to or in respect of Executive except as provided in Section 8(f)(ii) and in the event of a termination of Executive’s employment by Executive for Good Reason, no termination benefits shall be payable to or in respect of Executive except as provided in Section 8(f)(i).  For purposes of this Agreement, a termination of employment by Executive for “Good Reason” shall mean a resignation by Executive from his employment with the Company within one hundred eighty (180) days following the initial occurrence, without Executive’s consent, of any one or more of the following events: (i) a material diminution in the Executive’s authority, duties or responsibilities; (ii) a material change in the geographic location where Executive primarily performs his services; or (iii) any other material breach by the Company of any material provision of this Agreement; provided that the Executive shall have given the Company notice of the occurrence of the event or events constituting Good Reason within ninety (90) days following the initial occurrence of such event or such events and the Company shall have failed to cure such event or events (to the extent capable of being cured) within thirty (30) business days after receipt of such notice.

(e)        Notice of Termination; Date of Termination.

(i)         Notice of Termination.  Any termination of Executive’s employment by the Company or by Executive (other than as a result of Executive’s death) shall be communicated by a written Notice of Termination addressed to the other party to this Agreement.  A “Notice of Termination” shall mean a notice stating that Executive or the

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Company, as the case may be, is electing to terminate Executive’s employment with the Company (and thereby terminating the Employment Period), stating the proposed effective date of such termination, indicating the specific provision of this Section 8 under which such termination is being effected and, if applicable, setting forth in reasonable detail the circumstances claimed to provide the basis for such termination.  Any Notice of Termination given by an Executive must specify an effective date of termination which is at least thirty (30) days after the giving of the Notice of Termination.

(ii)        Date of Termination.  The term “Date of Termination” shall mean (i) if Executive’s employment is terminated by his death, the date of his death; and (ii) if Executive’s employment is terminated for any other reason, the effective date of termination specified in such Notice of Termination.  The Employment Period shall expire on the Date of Termination.

(f)        Payments Upon Certain Terminations.

(i)         In the event of a termination of Executive’s employment by the Company Without Cause or by Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive’s estate), within thirty (30) days of the Date of Termination, (x) his Base Salary through the Date of Termination, to the extent not previously paid; (y) the pro-rata amount of the Annual Bonus (based on the amount paid for the previous year) which is accrued through the date of termination; and (z) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to the terms hereof, and payment for paid time off accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”).  In addition, in the event of any such termination of Executive’s employment, if Executive executes and delivers to the Company a Release and Discharge of All Claims substantially in the form approved by the Company, Executive (or, following his death, Executive’s estate) shall be entitled to the following payments and benefits:

(A)       the Executive’s Base Salary (at the Base Salary being paid on the Date of Termination), for the longer of: (x) the remaining Employment Period (assuming Executive’s employment had not terminated) or (y) one (1) year (the “Severance Period”), payable in installments in accordance with the Company’s regular payroll policies for one year after the Date of Termination, with the balance, if any, being paid pursuant to a lump sum payment on the one year anniversary date of the Date of Termination; and

(B)       the Executive’s Annual Bonus (at the amount of the Annual Bonus paid to the Executive for the year prior to the Date of Termination) which would have been paid to the Executive had Executive’s employment continued for the Severance Period, duly apportioned for any partial year, such amount to be payable to Executive on the one year anniversary date of the Date of Termination; and

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(C)       the Executive shall automatically vest in all employee welfare and benefit plans in which the Executive was participating as of the Date of Termination and such benefits shall be paid to Executive in accordance with the terms of such plans; and

(D)       the Company shall provide outplacement services to Executive for up to ninety (90) days.

(E)       The Company and Executive agree that each payment made by the Company to Executive pursuant to subsections (A) and (B) of this Section 8(f)(i) shall be deemed to be a separate and distinct payment for purposes of Internal Revenue Code Section 409A and the related regulations, as opposed to an annuity or other collective series of payments.

(F)       Notwithstanding anything to the contrary contained herein, to the extent the aggregate amount to be paid to the Executive pursuant to Subsections (A) and (B) of this Section 8(f)(i) during the six (6) months following the Date of Termination exceeds two (2) times the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (“Code”), for the calendar year of such Date of Termination (the “401(a)(17) Limit”), then payment of such amount that is in excess of two (2) times the 401(a)(17) Limit shall not be paid during the sixth (6) months following the Date of Termination but instead shall be paid in a lump sum payment on the next day after the date which is six (6) months following the Date of Termination.

Executive shall not have a duty to mitigate the costs to the Company under this Section 8(f)(i), nor shall any payments from the Company to Executive hereunder be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the remainder of the fiscal year of the Company that includes the Date of Termination by a subsequent employer or other Person (as defined below in Section 18(k) below) for which Executive performs services, including, but not limited to, consulting services.

(ii)        If Executive’s employment shall terminate upon his death or if the Company shall terminate Executive’s employment for Cause or due to Executive’s Disability or Executive shall resign from his employment without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Termination.

(iii)       Except as specifically set forth in this Section 8(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

(iv)       The Company shall have the right to apply and set off against the Accrued Obligations or any other amounts owing to Executive hereunder, any amounts

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owing by the Executive to the Company, whether pursuant to this Agreement or otherwise.  Notwithstanding the foregoing, such set off shall not accelerate the time or schedule of a payment of Deferred Compensation except as permitted under Treasury Regulation Section 1.409A-3(j)(4)(xiii).

(g)        Resignation upon Termination.  Effective as of any Date of Termination under this Section 8 or otherwise as of the date of Executive’s termination of employment with the Company, Executive shall resign, in writing, from all Board memberships and other positions then held by him, or to which he has been appointed, designated or nominated, with the Company and its Affiliates.

9.         Confidentiality.

(a)        Executive acknowledges and agrees that the terms of this Agreement, including all addendums and attachments hereto, are confidential.  Executive agrees not to disclose any information contained in this Agreement, or the fact of this Agreement, to anyone, other than to Executive’s lawyer, financial advisor or immediate family members.  If Executive discloses any information contained in this Agreement to his lawyer, financial advisor or immediate family members as permitted herein, Executive agrees to immediately tell each such individual that he or she must abide by the confidentiality restrictions contained herein and keep such information confidential as well.

(b)        Executive agrees that during his employment with the Company and thereafter, Executive will not, directly or indirectly (i) disclose any Confidential Information to any Person (other than, only with respect to the period that Executive is employed by the Company, to an Executive of the Company who requires such information to perform his or her duties for the Company); or (ii) use any Confidential Information for Executive’s own benefit or the benefit of any third party.  “Confidential Information” means confidential, proprietary or commercially sensitive information relating to (i) the Company or its Affiliates, or members of their management or boards; or (ii) any third parties who do business with the Company or its Affiliates, including customers and suppliers.  Confidential Information includes, without limitation, marketing plans, business plans, financial information and records, operation methods, personnel information, drawings, designs, information regarding product development, other commercial or business information and any other information not available to the public generally.  The foregoing obligation shall not apply to any Confidential Information that has been previously disclosed to the public or is in the public domain (other than by reason of a breach of Executive’s obligations to hold such Confidential Information confidential).  If Executive is required or requested by a court or governmental agency to disclose Confidential Information, Executive must notify the General Counsel of the Company in writing of such disclosure obligation or request no later than three business days after Executive learns of such obligation or request, and permit the Company to take all lawful steps it deems appropriate to prevent or limit the required disclosure.

10.       Partial Restraint on Post-termination Competition.

(a)        Definitions.  For the purposes of this Section 10, the following definitions shall apply:

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“Competitor” means any business, individual, partnership, joint venture, association, firm, corporation or other entity, other than the Company and its affiliates, that is engaging or actively planning to engage, wholly or partly, in activities (“Competitive Activities”) that directly compete or would compete with the Company or its affiliates in the Company Activities (as hereinafter defined) in the Territory (as hereinafter defined).

“Competitive Position” means (i) the direct or indirect ownership or control of all or any portion of a Competitor; or (ii) any employment or independent contractor arrangement with any Competitor whereby Executive will serve such Competitor in any managerial, sales, executive or consultant capacity with respect to Competitive Activities in the Territory.

“The Company Activities” means the businesses of (i) grain processing and flour milling; (ii) bulk ocean transportation; (iii) commodity trading; (iv) grain terminal operations and (v) any business acquired or commenced by the Company after the Commencement Date which has sales in excess of $50 million.

“Non-Compete Period” or “Non-Solicitation Period” means the period beginning with the Commencement Date and ending: (i) one (1) year after the Date of Termination with respect to any termination prior to January 1, 2018, no matter whether terminated by the Company or by the Executive for any reason or no reason, or (ii) six (6) months after the Date of Termination with respect to any termination on or after January 1, 2018, no matter whether terminated by the Company or by the Executive for any reason or no reason .

“Territory” means the United States of America, Africa, South America and Haiti, which Executive acknowledges and agrees are the geographic areas in which the Company engages in the Company Activities, but with respect to grain processing and flour milling, shall not include the United States of America.

(b)        Non-competition.

(i)         The parties hereto acknowledge that Executive, by virtue of his position with and responsibilities to the Company, is engaging and is expected to continue to engage during the Term in the Company Activities throughout the Territory and has executive management responsibilities with respect to the Company responsibilities which extend throughout the Territory.  Executive acknowledges that to protect adequately the interest of the Company in the business of the Company it is essential that any non-compete covenant with respect thereto cover all the Company Activities and the entire Territory.

(ii)        Executive hereby agrees that, during the Non-compete Period, Executive will not, either directly or indirectly, alone or in conjunction with any other party, accept or enter into a Competitive Position.  Executive shall notify the Company promptly in writing if Executive receives an offer of a Competitive Position during the Non-compete Period, and such notice shall describe all material terms of such offer.

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Nothing contained in this Section 10 shall prohibit Executive from acquiring not more than five percent (5%) of any company whose common stock is publicly traded on a national securities exchange or in the over-the-counter market.

(c)        Severability.  If a judicial or arbitral determination is made that any of the provisions of this Section 10 constitutes an unreasonable or otherwise unenforceable restriction against Executive the provisions of this Section 10 shall be rendered void only to the extent that such judicial or arbitral determination finds such provisions to be unreasonable or otherwise unenforceable with respect to Executive.  In this regard, Executive hereby agrees that any judicial or arbitral authority construing this Agreement shall sever or reform any portion of the Territory, any prohibited business activity or any time period from the coverage of this Agreement to allow the covenants in this Section 10 to be enforced to the maximum extent authorized by law, and shall then enforce the covenants in this Section 10 as so severed or reformed.

(d)        Reasonable Restrictions.  Executive acknowledges that the restrictions and covenants contained in this Agreement are reasonably necessary to protect the goodwill and legitimate business interests of the Company, are not overbroad, overlong, or unfair (including in duration and scope), and will not curtail Executive’s ability to earn a livelihood upon Executive’s termination of employment with the Company.

11.       Non-Solicitation of Employees and Customers.  During the period of Executive’s employment with the Company and for the one-year period following the termination of his employment, Executive shall not, directly or indirectly, by himself or through any third party, whether on Executive’s own behalf or on behalf of any other Person or entity, (i) solicit or endeavor to solicit, employ or retain; (ii) interfere with the relationship of the Company or any of its Affiliates with; or (iii) attempt to establish a business relationship with (A) any natural person who is or was (during Executive’s employment with the Company) an employee or engaged by the Company or any Affiliate to provide services to it, or (B) any customer of the Company or any of its Affiliates who was a customer at any time during which Executive was an employee of the Company.

12.       Work Product.  Executive agrees that all of Executive’s work product (created solely or jointly with others, and including any intellectual property or moral rights in such work product), given, disclosed, created, developed or prepared in connection with Executive’s employment with the Company, whether ensuing during or after Executive’s employment with the Company (“Work Product”) shall exclusively vest in and be the sole and exclusive property of the Company and shall constitute “work made for hire” (as that term is defined under Section 101 of the U.S. Copyright Act, 17 U.S.C. § 101) with the Company being the person for whom the work was prepared.  In the event that any such Work Product is deemed not to be a “work made for hire” or does not vest by operation of law in the Company, Executive hereby irrevocably assigns, transfers and conveys to the Company, exclusively and perpetually, all right, title and interest which Executive may have or acquire in and to such Work Product throughout the world, including without limitation any copyrights and patents, and the right to secure registrations, renewals, reissues, and extensions thereof.  The Company and its Affiliates or their designees shall have the exclusive right to make full and complete use of, and make changes to all Work Product without restrictions or liabilities of any kind, and Executive shall not have the right to use any such materials, other than within the legitimate scope and purpose of Executive’s employment with the Company.  Executive shall

- 9 –

promptly disclose to the Company the creation or existence of any Work Product and shall take whatever additional lawful action may be necessary, and sign whatever documents the Company may require, in order to secure and vest in the Company or its designee all right, title and interest in and to all Work Product and any intellectual property rights therein (including full cooperation in support of any Company applications for patents and copyright or trademark registrations).

13.       Return of Company Property.  In the event of termination of Executive’s employment for any reason, Executive shall return to the Company all of the property of the Company and its Affiliates, including without limitation all materials or documents containing or pertaining to Confidential Information, and including without limitation, any company car, all computers (including laptops), cell phones, keys, PDAs, Blackberries, credit cards, facsimile machines, card access to any Company building, customer lists, computer disks, reports, files, e-mails, work papers, Work Product, documents, memoranda, records and software, computer access codes or disks and instructional manuals, internal policies, and other similar materials or documents which Executive used, received or prepared, helped prepare or supervised the preparation of in connection with Executive’s employment with the Company.  Executive agrees not to retain any copies, duplicates, reproductions or excerpts of such material or documents.

14.       Compliance With Company Policies.  During Executive’s employment with the Company, Executive shall be governed by and be subject to, and Executive hereby agrees to comply with, all Company policies applicable to employees generally or to employees at Executive’s grade level, including without limitation, the Company’s Code of Business Ethics and Conduct, in each case, as any such policies may be amended from time to time in the Company’s sole discretion (collectively, the “Policies”).

15.       Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction.  Executive acknowledges and agrees that a breach by Executive of any of Section 9, 10, 11, 12, 13 or 14 is a material breach of this Agreement and that remedies at law may be inadequate to protect the Company and its Affiliates in the event of such breach, and, without prejudice to any other rights and remedies otherwise available to the Company, Executive agrees to the granting of injunctive relief in the Company’s favor in connection with any such breach or violation without proof of irreparable harm, plus attorneys’ fees and costs to enforce these provisions.  Executive further acknowledges and agrees that the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right pursuant to Section 8 is subject to Executive’s compliance with Executive’s obligations under Sections 9 through 14 inclusive, and that in the event of a breach by Executive of any of Section 9, 10, 11, 12, 13 or 14, the Company shall immediately cease paying such benefits and Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 8.  In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 8(f) (other than the Accrued Obligations).  Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached.  All disputes not relating to any request or application for injunctive relief in accordance with this Section 15 shall be resolved by arbitration in accordance with Section 18(b).

- 10 –

16.Assumption of Agreement.  The Company shall require any Successor thereto, by agreement in form and substance reasonably satisfactory to Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Executive to compensation from the Company in the same amount and on the same terms as Executive would be entitled hereunder if the Company had terminated Executive’s employment Without Cause as described in Section 8, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

17.Entire Agreement.  This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof.  All prior correspondence and proposals (including, but not limited to, summaries of proposed terms) and all prior promises, representations, understandings, arrangements and agreements relating to such subject matter are merged herein and superseded hereby.

18.Miscellaneous.

(a)Binding Effect; Assignment.  This Agreement shall be binding on and inure to the benefit of the Company and its Successors and permitted assigns.  This Agreement shall also be binding on and inure to the benefit of Executive and his heirs, executors, administrators and legal representatives.  This Agreement shall not be assignable by any party hereto without the prior written consent of the other parties hereto.  The Company may effect such an assignment without prior written approval of Executive upon the transfer of all or substantially all of its business and/or assets (by whatever means), provided that the Successor to the Company shall expressly assume and agree to perform this Agreement in accordance with the provisions of Section 16.

(b)Arbitration.  The Company and Executive agree that any dispute or controversy arising under or in connection with this Agreement shall be resolved by final and binding arbitration before the American Arbitration Association (“AAA”).  The arbitration shall be conducted in accordance with AAA’s National Rules for the Resolution of Employment Disputes then in effect at the time of the arbitration.  The arbitration shall be held in the general Kansas City, Kansas metropolitan area.  The dispute shall be heard and determined by one arbitrator selected from a list of arbitrators who are members of AAA’s Regional Employment Dispute Resolution roster.  If the parties cannot agree upon a mutually acceptable arbitrator from the list, each party shall number the names in order of preference and return the list to AAA within ten (10) days from the date of the list.  A party may strike a name from the list only for good cause.  The arbitrator receiving the highest ranking by the parties shall be selected.  Depositions, if permitted by the arbitrator, shall be limited to a maximum of two (2) per party and to a maximum of four (4) hours in duration.  The arbitration shall not impair either party’s right to request injunctive or other equitable relief in accordance with Section 15 of this Agreement.

(c)Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas without reference to principles of conflicts of laws.

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(d)Taxes.  The Company may withhold from any payments made under this Agreement all applicable taxes, including, but not limited to, income, employment and social insurance taxes, as shall be required by law.

(e)Amendments.  No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is approved by the Company and is agreed to in writing by Executive.  No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  No waiver of any provision of this Agreement shall be implied from any course of dealing between or among the parties hereto or from any failure by any party hereto to assert its rights hereunder on any occasion or series of occasions.

(f)Severability.  In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

(g)Notices.  Any notice or other communication required or permitted to be delivered under this Agreement shall be (i) in writing; (ii) delivered personally, by courier service or by certified or registered mail, first-class postage prepaid and return receipt requested; (iii) deemed to have been received on the date of delivery or, if mailed, on the third business day after the mailing thereof; and (iv) addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

(i)If to the Company, to it at:

Seaboard Corporation

9000 West 67th Street

Shawnee Mission, Kansas  66202

Attention:General Counsel

Telephone:(913) 676-8925

Facsimile:(913) 676-8978

(ii)if to Executive, to his residential address as currently on file with the Company.

(h)Voluntary Agreement; No Conflicts.  Executive represents that he is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions of this Agreement will not conflict with or result in the breach by Executive of any agreement to which he is a party or by which he or his properties or assets may be bound.

(i)Counterparts/Facsimile.  This Agreement may be executed in counterparts (including by facsimile), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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(j)Headings.  The section and other headings contained in this Agreement are for the convenience of the parties only and are not intended to be a part hereof or to affect the meaning or interpretation hereof.

(k)Certain other Definitions.

“Affiliate” with respect to any Person, means any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with the first Person, including, but not limited to, a Subsidiary of any such Person.

“Control” (including, with correlative meanings, the terms “Controlling,” “Controlled by” and “under common Control with”):  with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Person” any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, governmental authority or other entity.

“Subsidiary”  with respect to any Person, each corporation or other Person in which the first Person owns or Controls, directly or indirectly, capital stock or other ownership interests representing fifty percent (50%) or more of the combined voting power of the outstanding voting stock or other ownership interests of such corporation or other Person.

“Successor” of a Person means a Person that succeeds to the assets and liabilities of Seaboard Foods LLC by merger, liquidation, dissolution or otherwise by operation of law, or a Person to which all or substantially all the assets and/or business of the Seaboard Foods LLC are transferred.

(l)The Employment Agreement is intended to comply with, or otherwise be exempt from, Section 409A.  The Company shall undertake to administer, interpret, and construe the Employment Agreement in a manner that does not result in the imposition to the Executive of additional taxes or interest under Section 409A.

(m)With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under the Employment Agreement, such reimbursement any expenses or provision of in-kind benefits that are Deferred Compensation shall be subject to the following conditions: (A) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code of 1986 and related regulations; (B) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

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(n)“Termination of employment,” “termination,” “resignation” or words of similar import, as used in the Employment Agreement mean, for purposes of any payments of Deferred Compensation under the Employment Agreement, the Executive’s “separation from service” as defined in Section 409A; provided that for this purpose, a “separation from service” is deemed to occur on the date that the Company and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services provided in the immediately preceding thirty-six (36) months.

IN WITNESS WHEREOF, the Company has duly executed this Agreement by its authorized representatives, and Executive has hereunto set his hand, in each case effective as of the date first above written.

THIS AGREEMENT CONTAINS A PROVISION REQUIRING THAT ARBITRATION PURSUANT TO THE AMERICAN ARBITRATION ASSOCIATION NATIONAL RULES FOR THE RESILUTION OF EMPLOYMENT DISPUTES IS THE EXCLUSIVE MEANS FOR RESOLVING ANY DISPUTE BETWEEN THE PARTIES HERETO AS TO THIS AGREEMENT.

SEABOARD CORPORATION
By:	/s/ Steven J. Bresky
Name:	Steven J. Bresky
Title:	President and Chief Executive Officer
Executive:
By:	/s/ Terry J. Holton
	Terry J. Holton

- 14 –

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Steven J. Bresky, certify that:

1.	I have reviewed this report on Form 10-Q of Seaboard Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and 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:  May 4, 2012	/s/ Steven J. Bresky
	Steven J. Bresky, Chairman of the Board,
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Robert L. Steer, certify that:

1.	I have reviewed this report on Form 10-Q of Seaboard Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and 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:  May 4, 2012	/s/ Robert L. Steer
	Robert L. Steer, Executive Vice President,
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012 (the Report) by Seaboard Corporation (the Company), the undersigned, as the Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

·The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

·The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  May 4, 2012	/s/ Steven J. Bresky
	Steven J. Bresky, Chairman of the Board,
	President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012 (the Report) by Seaboard Corporation (the Company), the undersigned, as the Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

·The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

·The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  May 4, 2012	/s/ Robert L. Steer
	Robert L. Steer, Executive Vice President,
	Chief Financial Officer

XML

Stockholders' Equity and Accumulated Other Comprehensive Loss (Details)	3 Months Ended
	Mar. 31, 2012 USD ($)	Mar. 31, 2012 ARS	Dec. 31, 2011 USD ($)
Components of accumulated other comprehensive loss, net of related taxes
Cumulative foreign currency translation adjustment	$ (93,209,000)		$ (93,669,000)
Unrealized gain (loss) on investments	1,173,000		(311,000)
Unrealized loss on cash flow hedges	(91,000)
Unrecognized pension cost	(61,008,000)		(62,085,000)
Accumulated other comprehensive loss	(153,135,000)		(156,065,000)
Components of changes in accumulated other comprehensive loss, net of related taxes
Cumulative foreign currency translation adjustment	460,000
Unrealized gain on investments	1,484,000
Unrealized loss on cash flow hedges	(91,000)
Unrecognized pension cost	1,077,000
Accumulated other comprehensive loss	2,930,000
Net assets of Sugar segment denominated in U.S. dollars	4,809,000
Net assets of Sugar segment denominated in Argentine pesos		215,045,000
Income tax rate for foreign currency translation gains and losses (as a percent)	35.00%
Effective income tax rate for components of accumulated other comprehensive loss (as a percent)	39.00%
Unrecognized pension cost related to employees at certain subsidiaries	20,293,000
Stock repurchase programs, authorized amount	100,000,000
Remaining authorized repurchase amount under November 2009 share repurchase program	53,699,000
Common shares repurchased	3,250
Repurchase of common stock	$ 6,335,000

XML

Inventories (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
At lower of LIFO cost or market:
Live hogs and materials	$ 227,303	$ 228,624
Fresh pork and materials	31,586	29,426
Inventories at lower of LIFO cost or market, Gross	258,889	258,050
LIFO adjustment	(56,604)	(57,783)
Total inventories at lower of LIFO cost or market	202,285	200,267
At lower of FIFO cost or market:
Grains and oilseeds	280,500	251,839
Sugar produced and in process	64,157	78,730
Other	84,671	63,449
Total inventories at lower of FIFO cost or market	429,328	394,018
Grain, flour and feed at lower of weighted average cost or market	63,081	50,645
Total inventories	$ 694,694	$ 644,930

XML

Inventories

3 Months Ended

Mar. 31, 2012

Inventories

Inventories

Note 3 – Inventories

The following is a summary of inventories at March 31, 2012 and December 31, 2011:

	March 31,			December 31,
(Thousands of dollars)	2012			2011
At lower of LIFO cost or market:
Live hogs and materials	$	227,303		$	228,624
Fresh pork and materials	31,586			29,426
	258,889			258,050
LIFO adjustment	(56,604		)	(57,783		)
Total inventories at lower of LIFO cost or market	202,285			200,267
At lower of FIFO cost or market:
Grains and oilseeds	280,500			251,839
Sugar produced and in process	64,157			78,730
Other	84,671			63,449
Total inventories at lower of FIFO cost or market	429,328			394,018
Grain, flour and feed at lower of weighted average cost or market	63,081			50,645
Total inventories	$	694,694		$	644,930

XML

Derivatives and Fair Value of Financial Instruments (Details 4) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Apr. 02, 2011
Commodities | Cost of sales-products
Amount of gain or (loss) recognized for each type of derivative and its location in the Consolidated Statement of Earnings
Amount of Gain or (Loss) Recognized in Income on Derivatives	$ (2,415)	$ 13,986
Foreign currencies | Cost of sales-products
Amount of gain or (loss) recognized for each type of derivative and its location in the Consolidated Statement of Earnings
Amount of Gain or (Loss) Recognized in Income on Derivatives	(5,417)	8,787
Foreign currencies | Foreign currency
Amount of gain or (loss) recognized for each type of derivative and its location in the Consolidated Statement of Earnings
Amount of Gain or (Loss) Recognized in Income on Derivatives	(3,713)	(136)
Interest rate | Miscellaneous, net
Amount of gain or (loss) recognized for each type of derivative and its location in the Consolidated Statement of Earnings
Amount of Gain or (Loss) Recognized in Income on Derivatives	$ 648	$ 519

XML

Derivatives and Fair Value of Financial Instruments (Details 3) (USD $)	Mar. 31, 2012 agreement	Dec. 31, 2011 agreement	Aug. 28, 2010 Y	May 29, 2010 Y agreement
Net commodity purchase contracts | Soybean oil
Derivative commodity instruments
Nonmonetary notional amount		2,580,000
Net commodity purchase contracts | Soybean meal
Derivative commodity instruments
Nonmonetary notional amount		23,300
Net commodity purchase contracts | Hogs
Derivative commodity instruments
Nonmonetary notional amount	7,160,000	2,280,000
Net commodity purchase contracts | Sugar
Derivative commodity instruments
Nonmonetary notional amount	1,213,000
Net commodity sale contracts | Grain
Derivative commodity instruments
Nonmonetary notional amount	595,000	10,599,000
Net commodity sale contracts | Soybean meal
Derivative commodity instruments
Nonmonetary notional amount	114,000
Net commodity sale contracts | Heating oil
Derivative commodity instruments
Nonmonetary notional amount	714,000	1,176,000
Foreign currency exchange agreements
Derivative commodity instruments
Aggregate notional amount	$ 127,029,000	$ 158,266,000
Interest rate exchange agreements
Derivative commodity instruments
Aggregate notional amount	100,000,000	100,000,000
Notional amounts			$ 25,000,000	$ 25,000,000
Number of derivative agreements entered	4	4		3
Term of derivative contract (in years)			10	10

XML

Derivatives and Fair Value of Financial Instruments (Details 5) (USD $)	3 Months Ended
	Mar. 31, 2012 counterparty	Dec. 31, 2011
Commodities
Fair value of each type of derivative and its location in the Consolidated Balance Sheets
Asset Derivatives	$ 2,398,000	$ 5,144,000
Liability Derivatives	3,360,000	5,529,000
Margin account	6,188,000	8,619,000
Derivative assets and liabilities, net basis	5,226,000	8,234,000
Foreign currencies
Fair value of each type of derivative and its location in the Consolidated Balance Sheets
Asset Derivatives	88,000	2,247,000
Liability Derivatives	500,000	3,380,000
Loss due to credit risk associated with derivative contracts	88,000
Number of counterparties	4
Interest rate
Fair value of each type of derivative and its location in the Consolidated Balance Sheets
Liability Derivatives	$ 9,900,000	$ 11,268,000

XML

Employee Benefits (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012 plan	Apr. 02, 2011
Employee Benefits
Number of defined benefit plans	2
Components of net periodic benefit cost:
Service cost	$ 2,226	$ 1,927
Interest cost	2,258	2,294
Expected return on plan assets	(1,592)	(1,635)
Amortization and other	1,530	1,051
Net periodic benefit cost	$ 4,422	$ 3,637

XML

Investments

3 Months Ended

Mar. 31, 2012

Investments

Investments

Note 2– Investments

Seaboard’s short-term investments are treated as either available-for-sale securities or trading securities.  All of Seaboard’s available-for-sale and trading securities are classified as current assets as they are readily available to support Seaboard’s current operating needs.  Available-for-sale securities are recorded at their estimated fair value with unrealized gains and losses reported, net of tax, as a separate component of accumulated other comprehensive income.  Trading securities are recorded at their estimated fair value with unrealized gains and losses reflected in the statement of earnings.  At March 31, 2012 and December 31, 2011, amortized cost and estimated fair value were not materially different for these investments.

At March 31, 2012, money market funds included $19,419,000 denominated in Euros. As of March 31, 2012, the trading securities primarily consisted of high yield debt securities.  Unrealized (losses) gains related to trading securities were $828,000 and $330,000 for the three months ended March 31, 2012 and April 2, 2011, respectively.

The following is a summary of the amortized cost and estimated fair value of short-term investments for both available-for-sale and trading securities at March 31, 2012 and December 31, 2011.

	2012				2011
	Amortized		Fair		Amortized		Fair
(Thousands of dollars)	Cost		Value		Cost		Value
Corporate bonds	$	132,726	$	133,989	$	88,589	$	89,146
Money market funds	69,867		69,867		139,420		139,420
U.S. Treasury securities	36,110		36,095		4,848		4,905
Collateralized mortgage obligations	22,677		22,720		14,915		15,011
Fixed rate municipal notes and bonds	21,275		21,335		17,718		17,788
U.S. Government agency securities	18,534		18,603		9,720		9,757
Emerging markets debt mutual fund	17,693		17,687		17,693		16,399
Asset backed debt securities	10,530		10,536		3,533		3,533
Other	1,480		1,483		1,480		1,484
Total available-for-sale short-term investments	330,892		332,315		297,916		297,443
High yield trading debt securities	21,217		22,349		20,155		20,750
Emerging markets trading debt mutual funds	2,651		2,686		2,620		2,487
Emerging markets trading debt securities	2,099		2,246		2,444		2,355
Other trading debt securities	217		238		218		221
Total available-for-sale and trading short-term investments	$	357,076	$	359,834	$	323,353	$	323,256

The following table summarizes the estimated fair value of fixed rate securities designated as available-for-sale classified by the contractual maturity date of the security as of March 31, 2012.

(Thousands of dollars)	2012
Due within one year	$	53,083
Due after one year through three years	90,771
Due after three years	66,844
Total fixed rate securities	$	210,698

In addition to its short-term investments, Seaboard also has trading securities related to Seaboard’s deferred compensation plans classified in other current assets on the Condensed Consolidated Balance Sheets.  See Note 5 to the Condensed Consolidated Financial Statements for information on the types of trading securities held related to the deferred compensation plans.

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Commitments and Contingencies (Details) (USD $)	Mar. 31, 2012
Notes payable to bank
Contingencies
Letters of credit for outstanding Industrial Development Revenue Bonds	$ 26,385,000
Letters of credit outstanding related to supply agreements	30,469,000
Letters of credit related to insurance coverages	21,892,000
Committed bank line
Contingencies
Letters of credit outstanding	78,850,000
Uncommitted bank lines
Contingencies
Letters of credit outstanding	14,011,000
Debt guarantees of non-consolidated affiliates and third party
Contingencies
Number of third parties to whom guarantees are outstanding	3
Maximum exposure for guarantees outstanding	$ 1,200,000

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Condensed Consolidated Statements of Comprehensive Income (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Apr. 02, 2011
Net sales:
Products (includes sales to affiliates of $168,348 and $162,268)	$ 1,190,822	$ 1,197,622
Services	244,755	238,212
Other	35,536	32,345
Total net sales	1,471,113	1,468,179
Cost of sales and operating expenses:
Products	1,067,965	1,049,797
Services	220,517	206,218
Other	28,037	27,058
Total cost of sales and operating expenses	1,316,519	1,283,073
Gross income	154,594	185,106
Selling, general and administrative expenses	61,238	54,830
Operating income	93,356	130,276
Other income (expense):
Interest expense	(1,707)	(1,516)
Interest income	2,119	2,297
Interest income from affiliates	5,217	3,833
Income from affiliates	9,569	6,162
Other investment income, net	3,459	2,340
Foreign currency gain, net	3,264	4,764
Miscellaneous, net	1,349	788
Total other income, net	23,270	18,668
Earnings before income taxes	116,626	148,944
Income tax expense	(34,626)	(32,251)
Net earnings	82,000	116,693
Less: Net loss attributable to noncontrolling interests	209	171
Net earnings attributable to Seaboard	82,209	116,864
Earnings per common share (in dollars per share)	$ 68.00	$ 96.11
Other comprehensive income (loss), net of income tax benefit of $813 and $295:
Foreign currency translation adjustment	460	(593)
Unrealized gain on investments	1,484	99
Unrealized loss on cash flow hedges	(91)
Unrecognized pension cost	1,077	341
Other comprehensive income (loss), net of tax	2,930	(153)
Comprehensive income	84,930	116,540
Less: comprehensive loss attributable to the noncontrolling interest	153	158
Comprehensive income attributable to Seaboard	$ 85,083	$ 116,698
Average number of shares outstanding (in shares)	1,208,905	1,215,879

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Apr. 02, 2011
Cash flows from operating activities:
Net earnings	$ 82,000	$ 116,693
Adjustments to reconcile net earnings to cash from operating activities:
Depreciation and amortization	21,136	20,274
Deferred income taxes	(1,291)	(6,897)
Pay-in-kind interest and accretion on note receivable from affiliate	(2,818)	(2,521)
Income from affiliates	(9,569)	(6,162)
Other investment income, net	(3,459)	(2,340)
Other	(714)	225
Changes in current assets and liabilities, net of business acquired:
Receivables, net of allowance	(36,015)	(96,552)
Inventories	(2,707)	(14,261)
Other current assets	3,910	58,418
Current liabilities, exclusive of debt	(27,600)	(125,463)
Other, net	3,989	3,701
Net cash from operating activities	26,862	(54,885)
Cash flows from investing activities:
Purchase of short-term investments	(237,924)	(38,664)
Proceeds from the sale of short-term investments	194,330	67,000
Proceeds from the maturity of short-term investments	9,816	3,985
Investments in and advances to affiliates, net	(3,631)	(3,637)
Capital expenditures	(28,969)	(39,029)
Principal payments received on long-term notes receivable from affiliate	564
Purchase of long-term investments	(2,046)
Acquisition of business, net of cash acquired	(2,825)
Other, net	2,845	99
Net cash from investing activities	(67,840)	(10,246)
Cash flows from financing activities:
Notes payable to banks, net	23,364	42,232
Proceeds from the issuance of long-term debt	5,476	15,345
Principal payments of long-term debt	(112)	(96)
Repurchase of common stock	(6,335)
Other, net	104	53
Net cash from financing activities	22,497	57,534
Effect of exchange rate change on cash	24	936
Net change in cash and cash equivalents	(18,457)	(6,661)
Cash and cash equivalents at beginning of year	71,510	41,124
Cash and cash equivalents at end of period	$ 53,053	$ 34,463

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Segment Information (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Apr. 02, 2011	Dec. 31, 2011
Segment Information
Sales to External Customers:	$ 1,471,113	$ 1,468,179
Operating Income:	93,356	130,276
Income From Affiliates:	9,569	6,162
Total Assets:	3,112,144		3,006,728
Investment in and Advances to Affiliates:	371,129		364,840
Segment Totals
Segment Information
Operating Income:	101,860	135,375
Total Assets:	2,644,260		2,509,361
Pork
Segment Information
Sales to External Customers:	400,661	423,969
Operating Income:	52,873	79,595
Total Assets:	738,476		738,574
Commodity Trading and Milling
Segment Information
Sales to External Customers:	724,538	712,231
Operating Income:	25,693	23,072
Income From Affiliates:	707	5,819
Total Assets:	855,102		755,903
Investment in and Advances to Affiliates:	157,826		160,402
Marine
Segment Information
Sales to External Customers:	233,749	229,720
Operating Income:	491	7,022
Total Assets:	266,581		261,781
Sugar
Segment Information
Sales to External Customers:	73,619	67,003
Operating Income:	16,977	22,439
Income From Affiliates:	(1)	317
Total Assets:	253,838		269,564
Investment in and Advances to Affiliates:	3,121		3,177
Power
Segment Information
Sales to External Customers:	35,536	32,345
Operating Income:	5,820	3,549
Total Assets:	200,645		165,118
Turkey
Segment Information
Income From Affiliates:	8,863	26
Total Assets:	323,338		312,164
Investment in and Advances to Affiliates:	210,182		201,261
All Other
Segment Information
Sales to External Customers:	3,010	2,911
Operating Income:	6	(302)
Total Assets:	6,280		6,257
Corporate
Segment Information
Operating Income:	(8,504)	(5,099)
Total Assets:	$ 467,884		$ 497,367

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2012

Segment Information

Summary of specific financial information related to sales to external customer

Sales to External Customers:
	Three Months Ended
	March 31,		April 2,
(Thousands of dollars)	2012		2011
Pork	$	400,661	$	423,969
Commodity Trading and Milling	724,538		712,231
Marine	233,749		229,720
Sugar	73,619		67,003
Power	35,536		32,345
All Other	3,010		2,911
Segment/Consolidated Totals	$	1,471,113	$	1,468,179

Summary of specific financial information related to operating income (loss)

Operating Income (Loss):
	Three Months Ended
	March 31,			April 2,
(Thousands of dollars)	2012			2011
Pork	$	52,873		$	79,595
Commodity Trading and Milling	25,693			23,072
Marine	491			7,022
Sugar	16,977			22,439
Power	5,820			3,549
All Other	6			(302		)
Segment Totals	101,860			135,375
Corporate Items	(8,504		)	(5,099		)
Consolidated Totals	$	93,356		$	130,276

Summary of specific financial information related to income from affiliates

Income from Affiliates:
	Three Months Ended
	March 31,			April 2,
(Thousands of dollars)	2012			2011
Commodity Trading and Milling	$	707		$	5,819
Sugar	(1		)	317
Turkey	8,863			26
Segment/Consolidated Totals	$	9,569		$	6,162

Summary of specific financial information related to total assets

Total Assets:
	March 31,		December 31,
(Thousands of dollars)	2012		2011
Pork	$	738,476	$	738,574
Commodity Trading and Milling	855,102		755,903
Marine	266,581		261,781
Sugar	253,838		269,564
Power	200,645		165,118
Turkey	323,338		312,164
All Other	6,280		6,257
Segment Totals	2,644,260		2,509,361
Corporate Items	467,884		497,367
Consolidated Totals	$	3,112,144	$	3,006,728

Summary of specific financial information related to investment in and advances to affiliates

Investments in and Advances to Affiliates:
	March 31,		December 31,
(Thousands of dollars)	2012		2011
Commodity Trading and Milling	$	157,826	$	160,402
Sugar	3,121		3,177
Turkey	210,182		201,261
Segment/Consolidated Totals	$	371,129	$	364,840

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Investments (Details) (USD $) In Thousands, unless otherwise specified																								3 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2012 Available-for-sale securities	Dec. 31, 2011 Available-for-sale securities	Mar. 31, 2012 Corporate bonds	Dec. 31, 2011 Corporate bonds	Mar. 31, 2012 Money market funds	Dec. 31, 2011 Money market funds	Mar. 31, 2012 Money market funds Denominated in Euros	Mar. 31, 2012 U.S. Treasury securities	Dec. 31, 2011 U.S. Treasury securities	Mar. 31, 2012 Collateralized mortgage obligations	Dec. 31, 2011 Collateralized mortgage obligations	Mar. 31, 2012 Fixed rate municipal notes and bonds	Dec. 31, 2011 Fixed rate municipal notes and bonds	Mar. 31, 2012 U.S. Government agency securities	Dec. 31, 2011 U.S. Government agency securities	Mar. 31, 2012 Emerging markets debt mutual fund	Dec. 31, 2011 Emerging markets debt mutual fund	Mar. 31, 2012 Asset backed debt securities	Dec. 31, 2011 Asset backed debt securities	Mar. 31, 2012 Other	Dec. 31, 2011 Other	Mar. 31, 2012 Trading securities	Apr. 02, 2011 Trading securities	Mar. 31, 2012 High yield trading debt securities	Dec. 31, 2011 High yield trading debt securities	Mar. 31, 2012 Emerging markets trading debt mutual fund	Dec. 31, 2011 Emerging markets trading debt mutual fund	Mar. 31, 2012 Emerging markets trading debt securities	Dec. 31, 2011 Emerging markets trading debt securities	Mar. 31, 2012 Other trading debt securities	Dec. 31, 2011 Other trading debt securities
Investments
Unrealized (losses) gain related to trading securities																								$ 828	$ 330
Amortized Cost			330,892	297,916	132,726	88,589	69,867	139,420		36,110	4,848	22,677	14,915	21,275	17,718	18,534	9,720	17,693	17,693	10,530	3,533	1,480	1,480
Fair Value			332,315	297,443	133,989	89,146	69,867	139,420	19,419	36,095	4,905	22,720	15,011	21,335	17,788	18,603	9,757	17,687	16,399	10,536	3,533	1,483	1,484
Amortized Cost																										21,217	20,155	2,651	2,620	2,099	2,444	217	218
Fair Value																										22,349	20,750	2,686	2,487	2,246	2,355	238	221
Total short-term investments, amortized cost	357,076	323,353
Total short-term investments, fair value	359,834	323,256
Estimated fair value of fixed rate securities designated as available-for-sale, classified by the contractual maturity date of the security
Due within one year	53,083
Due after one year through three years	90,771
Due after three years	66,844
Total fixed rate securities	$ 210,698

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Accounting Policies and Basis of Presentation

3 Months Ended

Mar. 31, 2012

Accounting Policies and Basis of Presentation

Accounting Policies and Basis of Presentation

Note 1 – Accounting Policies and Basis of Presentation

The Condensed Consolidated Financial Statements include the accounts of Seaboard Corporation and its domestic and foreign subsidiaries (“Seaboard”).  All significant intercompany balances and transactions have been eliminated in consolidation.  Seaboard’s investments in non-consolidated affiliates are accounted for by the equity method.  The unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements of Seaboard for the year ended December 31, 2011 as filed in its Annual Report on Form 10-K.  Seaboard’s first three quarterly periods include approximately 13 weekly periods ending on the Saturday closest to the end of March, June and September.  Seaboard’s year-end is December 31.

The accompanying unaudited Condensed Consolidated Financial Statements include all adjustments (consisting only of normal recurring accruals) which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows.  Results of operations for interim periods are not necessarily indicative of results to be expected for a full year.  As Seaboard conducts its commodity trading business with third parties, consolidated subsidiaries and non-consolidated affiliates on an interrelated basis, gross margin on non-consolidated affiliates cannot be clearly distinguished without making numerous assumptions primarily with respect to mark-to-market accounting for commodity derivatives.

Use of Estimates

The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period.  Significant items subject to such estimates and assumptions include those related to allowance for doubtful accounts, valuation of inventories, impairment of long-lived assets, goodwill and other intangible assets, income taxes and accrued pension liability.  Actual results could differ from those estimates.

Supplemental Non-Cash Transactions

As discussed in Note 9, effective January 1, 2012, Seaboard began consolidation accounting and discontinued the equity method of accounting for their investment in PS International, LLC with Seaboard’s ownership interest increasing from 50% to 70% as a result of Seaboard’s initial payment of $3,660,000 in January 2012. Total cash paid, net of cash acquired was $2,825,000 and increased working capital by $14,419,000, fixed assets by $163,000, goodwill by $2,590,000, intangible assets by $621,000, other long-term assets by $96,000, non-controlling interest by $5,649,000 and decreased investment in and advances to affiliates by $9,415,000. See Note 9 for additional information.

As discussed in Note 9, Seaboard had a note receivable from an affiliate which accrues pay-in-kind interest income. Seaboard recognized $2,818,000 and $2,521,000 of non-cash, pay–in-kind interest income and accretion of discount for the first quarter ended March 31, 2012 and April 2, 2011, respectively, related to this note receivable.

Recently Adopted Accounting Standards

In May 2011, the Financial Accounting Standards Board (FASB) issued guidance to amend the requirements related to fair value measurement which changed the wording used to describe many requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. Additionally, the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements. Seaboard adopted this guidance on January 1, 2012.  The adoption of this guidance did not have a material impact on Seaboard’s financial position or net earnings.

In June 2011, the FASB issued guidance to revise the manner in which entities present comprehensive income in the financial statements.  The new guidance removed the footnote presentation option and required entities to report components of comprehensive income in either a continuous statement of comprehensive income or two separate but consecutive statements.  Seaboard adopted this guidance in the first quarter of 2012.  The adoption of this guidance did not have an impact on Seaboard’s financial position or net earnings.

In September 2011, the FASB issued guidance to allow entities the option of performing a qualitative assessment to test goodwill for impairment.  This guidance permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value.  If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test.  Otherwise, the two-step goodwill impairment test is not required.  Seaboard adopted this guidance on January 1, 2012. The adoption of this guidance did not have an impact on Seaboard’s financial position or net earnings.

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Condensed Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Apr. 02, 2011
Condensed Consolidated Statements of Comprehensive Income
Products, sales to affiliates	$ 168,348	$ 162,268
Other comprehensive income (loss), income tax benefit	$ 813	$ 295

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Investments (Tables)

3 Months Ended

Mar. 31, 2012

Investments

Summary of the amortized cost and estimated fair value of short-term investments for both available-for-sale and trading securities

	2012				2011
	Amortized		Fair		Amortized		Fair
(Thousands of dollars)	Cost		Value		Cost		Value
Corporate bonds	$	132,726	$	133,989	$	88,589	$	89,146
Money market funds	69,867		69,867		139,420		139,420
U.S. Treasury securities	36,110		36,095		4,848		4,905
Collateralized mortgage obligations	22,677		22,720		14,915		15,011
Fixed rate municipal notes and bonds	21,275		21,335		17,718		17,788
U.S. Government agency securities	18,534		18,603		9,720		9,757
Emerging markets debt mutual fund	17,693		17,687		17,693		16,399
Asset backed debt securities	10,530		10,536		3,533		3,533
Other	1,480		1,483		1,480		1,484
Total available-for-sale short-term investments	330,892		332,315		297,916		297,443
High yield trading debt securities	21,217		22,349		20,155		20,750
Emerging markets trading debt mutual funds	2,651		2,686		2,620		2,487
Emerging markets trading debt securities	2,099		2,246		2,444		2,355
Other trading debt securities	217		238		218		221
Total available-for-sale and trading short-term investments	$	357,076	$	359,834	$	323,353	$	323,256

Summary of estimated fair value of fixed rate securities designated as available-for-sale, classified by the contractual maturity date of the security

(Thousands of dollars)	2012
Due within one year	$	53,083
Due after one year through three years	90,771
Due after three years	66,844
Total fixed rate securities	$	210,698

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Document and Entity Information	3 Months Ended
	Mar. 31, 2012	Apr. 20, 2012
Document and Entity Information
Entity Registrant Name	SEABOARD CORP /DE/
Entity Central Index Key	0000088121
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		1,206,247
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

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Inventories (Tables)

3 Months Ended

Mar. 31, 2012

Inventories

Summary of inventories

	March 31,			December 31,
(Thousands of dollars)	2012			2011
At lower of LIFO cost or market:
Live hogs and materials	$	227,303		$	228,624
Fresh pork and materials	31,586			29,426
	258,889			258,050
LIFO adjustment	(56,604		)	(57,783		)
Total inventories at lower of LIFO cost or market	202,285			200,267
At lower of FIFO cost or market:
Grains and oilseeds	280,500			251,839
Sugar produced and in process	64,157			78,730
Other	84,671			63,449
Total inventories at lower of FIFO cost or market	429,328			394,018
Grain, flour and feed at lower of weighted average cost or market	63,081			50,645
Total inventories	$	694,694		$	644,930

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 53,053	$ 71,510
Short-term investments	359,834	323,256
Receivables, net of allowance	494,167	477,209
Inventories	694,694	644,930
Deferred income taxes	23,078	23,203
Other current assets	95,761	91,934
Total current assets	1,720,587	1,632,042
Investments in and advances to affiliates	371,129	364,840
Net property, plant and equipment	801,600	796,822
Note receivable from affiliate	113,156	110,903
Goodwill	43,218	40,628
Intangible assets, net	19,972	19,496
Other assets	42,482	41,997
Total assets	3,112,144	3,006,728
Current liabilities:
Notes payable to banks	39,583	16,219
Current maturities of long-term debt	41,447	40,885
Accounts payable	130,862	151,869
Deferred revenue	78,933	29,147
Deferred revenue from affiliates	38,486	27,806
Other current liabilities	248,290	295,483
Total current liabilities	577,601	561,409
Long-term debt, less current maturities	121,165	116,367
Deferred income taxes	64,717	66,300
Other liabilities	184,904	183,185
Total non-current and deferred liabilities	370,786	365,852
Stockholders' equity:
Common stock of $1 par value, Authorized 1,250,000 shares; issued and outstanding 1,207,347 and 1,210,597 shares	1,207	1,211
Accumulated other comprehensive loss	(153,135)	(156,065)
Retained earnings	2,309,654	2,233,778
Total Seaboard stockholders' equity	2,157,726	2,078,924
Noncontrolling interests	6,031	543
Total equity	2,163,757	2,079,467
Total liabilities and stockholders' equity	$ 3,112,144	$ 3,006,728

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Employee Benefits

3 Months Ended

Mar. 31, 2012

Employee Benefits

Employee Benefits

Note 6 – Employee Benefits

Seaboard maintains two defined benefit pension plans for its domestic salaried and clerical employees.  At this time, no contributions are expected to be made to these plans in 2012.  Seaboard also sponsors non-qualified, unfunded supplemental executive plans, and unfunded supplemental retirement agreements with certain executive employees. Management has no plans to provide funding for these supplemental plans in advance of when the benefits are paid.

The net periodic benefit cost for all of these plans was as follows:

	Three Months Ended
	March 31,		April 2,
(Thousands of dollars)	2012		2011
Components of net periodic benefit cost:
Service cost	$  2,226		$  1,927
Interest cost	2,258		2,294
Expected return on plan assets	(1,592	)	(1,635	)
Amortization and other	1,530		1,051
Net periodic benefit cost	$  4,422		$  3,637

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Derivatives and Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2012

Derivatives and Fair Value of Financial Instruments

Derivatives and Fair Value of Financial Instruments

Note 5 –Derivatives and Fair Value of Financial Instruments

U.S. GAAP discusses valuation techniques, such as the market approach (prices and other relevant information generated by market conditions involving identical or comparable assets or liabilities), the income approach (techniques to convert future amounts to single present amounts based on market expectations including present value techniques and option-pricing), and the cost approach (amount that would be required to replace the service capacity of an asset which is often referred to as replacement cost).  U.S. GAAP utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.  The following is a brief description of those three levels:

Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2:   Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.  These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3:   Unobservable inputs that reflect the reporting entity’s own assumptions.

The following table shows assets and liabilities measured at fair value on a recurring basis as of March 31, 2012 and also the level within the fair value hierarchy used to measure each category of assets.  Seaboard uses the end of the reporting period to determine if there were any transfers between levels.  There were no transfers between levels that occurred in the first quarter of 2012.  The trading securities classified as other current assets below are assets held for Seaboard’s deferred compensation plans.

	Balance
	March 31,
(Thousands of dollars)	2012	Level 1	Level 2	Level 3
Assets:
Available-for-sale securities - short-term
investments:
Corporate bonds	$133,989	$           -	$133,989	$       -
Money market funds	69,867	69,867	-	-
U.S. Treasury securities	36,095	-	36,095	-
Collateralized mortgage obligations	22,720	-	22,720	-
Fixed rate municipal notes and bonds	21,335	-	21,335	-
U.S. Government agency securities	18,603	-	18,603	-
Emerging markets debt mutual fund	17,687	17,687	-	-
Asset backed debt securities	10,536	-	10,536	-
Other	1,483	-	1,483	-
Trading securities - short-term investments:
High yield debt securities	22,349	-	22,349	-
Emerging markets trading debt mutual fund	2,686	2,686	-	-
Emerging markets trading debt securities	2,246	-	2,246	-
Other debt securities	238	-	238	-
Trading securities - other current assets:
Domestic equity securities	16,614	16,614	-	-
Foreign equity securities	6,946	3,887	3,059	-
Fixed income mutual funds	4,914	4,914	-	-
Money market funds	3,674	3,674	-	-
U.S. Government agency securities	2,405	-	2,405	-
U.S. Treasury securities	1,409	-	1,409	-
Corporate bonds	64	-	64	-
Other	365	316	49	-
Derivatives:
Commodities(1)	2,398	2,398	-	-
Interest rate swaps	-	-	-	-
Foreign currencies	88	-	88	-
Total Assets	$398,711	$ 122,043	$276,668	$       -
Liabilities:
Derivatives:
Commodities(1)	$    3,360	$     3,360	$           -	$       -
Interest rate swaps	9,900	-	9,900	-
Foreign currencies	500	-	500	-
Total Liabilities	$  13,760	$     3,360	$  10,400	$       -

(1) Seaboard’s commodities derivative assets and liabilities are presented in the Condensed Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts.  As of March 31, 2012, the commodity derivatives had a margin account balance of $6,188,000 resulting in a net other current asset on the Condensed Consolidated Balance Sheets of $5,226,000.

The following table shows assets and liabilities measured at fair value on a recurring basis as of December 31, 2011 and also the level within the fair value hierarchy used to measure each category of assets.

	Balance
	December 31,
(Thousands of dollars)	2011	Level 1	Level 2	Level 3
Assets:
Available-for-sale securities - short-term
investments:
Money market funds	$139,420	$139,420	$          -	$        -
Corporate bonds	89,146	-	89,146	-
Fixed rate municipal notes and bonds	17,788	-	17,788	-
Emerging markets debt mutual fund	16,399	16,399	-	-
Collateralized mortgage obligations	15,011	-	15,011	-
U.S. Government agency securities	9,757	-	9,757	-
U.S. Treasury securities	4,905	-	4,905	-
Asset backed debt securities	3,533	-	3,533	-
Other	1,484	-	1,484	-
Trading securities - short term investments:
High yield debt securities	20,750	-	20,750	-
Emerging markets trading debt mutual fund	2,487	2,487	-	-
Emerging markets trading debt securities	2,355	-	2,355	-
Other debt securities	221	-	221	-
Trading securities - other current assets:
Domestic equity securities	13,563	13,563	-	-
Foreign equity securities	7,490	3,991	3,499	-
Money market funds	4,521	4,521	-	-
Fixed income mutual funds	4,483	4,483	-	-
U.S. Government agency securities	2,085	-	2,085	-
U.S. Treasury securities	1,474	-	1,474	-
Corporate bonds	72	-	72	-
Other	236	159	77	-
Derivatives:
Commodities(1)	5,144	5,144	-	-
Interest rate swaps	-	-	-	-
Foreign currencies	2,247	-	2,247	-
Total Assets	$364,571	$190,167	$174,404	$         -
Liabilities:
Derivatives:
Commodities(1)	$    5,529	$    5,529	$            -	$         -
Interest rate swaps	11,268	-	11,268	-
Foreign currencies	3,380	-	3,380	-
Total Liabilities	$  20,177	$    5,529	$  14,648	$         -

(1) Seaboard’s commodities derivative assets and liabilities are presented in the Condensed Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts.  As of December 31, 2011, the commodity derivatives had a margin account balance of $8,619,000 resulting in a net other current asset on the Condensed Consolidated Balance Sheets of $8,234,000.

Financial instruments consisting of cash and cash equivalents, net receivables, notes payable, and accounts payable are carried at cost, which approximates fair value, as a result of the short-term nature of the instruments.

The fair value of long-term debt is estimated by comparing interest rates for debt with similar terms and maturities. If Seaboard’s debt was measured at fair value on its Condensed Consolidated Balance Sheets, it would have been classified as level 2 in the fair value hierarchy. The amortized cost and estimated fair values of investments and long-term debt at March 31, 2012 and December 31, 2011 are presented below.

	2012				2011
(Thousands of dollars)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Short-term investments, available-for-sale	$	330,892	$	332,315	$	297,916	$	297,443
Short-term investments, trading debt securities	26,184		27,519		25,437		25,813
Long-term debt	162,612		166,038		157,252		161,636

While management believes its derivatives are primarily economic hedges of its firm purchase and sales contracts or anticipated sales contracts, Seaboard does not perform the extensive record-keeping required to account for these types of transactions as hedges for accounting purposes.  Since these derivatives and interest rate exchange agreements discussed below, are not accounted for as hedges, fluctuations in the related commodity prices, currency exchange rates and interest rates could have a material impact on earnings in any given period.  From time to time, Seaboard may enter into speculative derivative transactions not directly related to its raw material requirements.  The nature of Seaboard’s market risk exposure has not changed materially since December 31, 2011.

Commodity Instruments

Seaboard uses various grain, meal, hog, and energy resource related futures and options to manage its risk to price fluctuations for raw materials and other inventories, finished product sales and firm sales commitments.  At March 31, 2012, Seaboard had open net derivative contracts to purchase 7,160,000 pounds of hogs and 1,213,000 pounds of sugar and open net derivative contracts to sell 714,000 gallons of heating oil, 595,000 bushels of grain and 114,000 tons of soybean meal.  At December 31, 2011, Seaboard had open net derivative contracts to purchase 23,300 tons of soybean meal, 2,580,000 pounds of soybean oil and 2,280,000 pounds of hogs and open net derivative contracts to sell 10,599,000 bushels of grain and 1,176,000 gallons of heating oil.  Commodity derivatives are recorded at fair value with any changes in fair value being marked to market as a component of cost of sales on the Condensed Consolidated Statements of Earnings.

Foreign Currency Exchange Agreements

Seaboard enters into foreign currency exchange agreements to manage the foreign currency exchange rate risk with respect to certain transactions denominated in foreign currencies.  Foreign exchange agreements that were primarily related to an underlying commodity transaction were recorded at fair value with changes in value marked to market as a component of cost of sales on the Condensed Consolidated Statements of Earnings.  Foreign exchange agreements that were not related to an underlying commodity transaction were recorded at fair value with changes in value marked to market as a component of foreign currency gain (loss) on the Condensed Consolidated Statements of Earnings.

At March 31, 2012 and December 31, 2011, Seaboard had trading foreign exchange contracts to cover its firm sales and purchase commitments and related trade receivables and payables with net notional amounts of $127,029,000 and $158,266,000, respectively, primarily related to the South African Rand.

Interest Rate Exchange Agreements

In May 2010, Seaboard entered into three ten-year interest rate exchange agreements which involve the exchange of fixed-rate and variable-rate interest payments over the life of the agreements without the exchange of the underlying notional amounts to mitigate the effects of fluctuations in interest rates on variable rate debt.  Seaboard pays a fixed rate and receives a variable rate of interest on three notional amounts of $25,000,000 each.  In August 2010, Seaboard entered into another ten-year interest rate exchange agreement with a notional amount of $25,000,000 that has terms similar to those for the other three interest rate exchange agreements referred to above.  While Seaboard has certain variable rate debt, these interest rate exchange agreements do not qualify as hedges for accounting purposes.  Accordingly, the changes in fair value of these agreements are recorded in Miscellaneous, net in the Condensed Consolidated Statement of Earnings. At March 31, 2012 and December 31, 2011, Seaboard had four interest rate exchange agreements outstanding with a total notional value of $100,000,000.

Counterparty Credit Risk

Seaboard is subject to counterparty credit risk related to its foreign currency exchange agreements and interest rate swaps, should the counterparties fail to perform according to the terms of the contracts.  Seaboard’s foreign currency exchange agreements have a maximum amount of loss due to credit risk in the amount of $88,000 with four counterparties.  Seaboard does not hold any collateral related to these agreements.

The following table provides the amount of gain or (loss) recognized for each type of derivative and where it was recognized in the Condensed Consolidated Statement of Earnings for the three months ended March 31, 2012 and April 2, 2011.

(Thousands of dollars)
	Location of	March 31, 2012				April 2, 2011
	Gain or (Loss)	Amount of Gain or (Loss)				Amount of Gain or (Loss)
	Recognized in Income	Recognized in Income				Recognized in Income
Commodities	Cost of sales		$	(2,415	)		$	13,986
Foreign currencies	Cost of sales		(5,417		)		8,787
Foreign currencies	Foreign currency		(3,713		)		(136		)
Interest rate	Miscellaneous, net		648				519

The following table provides the fair value of each type of derivative held as of March 31, 2012 and December 31, 2011 and where each derivative is included on the Condensed Consolidated Balance Sheets.

(Thousands of dollars)		Asset Derivatives			Liability Derivatives
	Balance	Fair Value		Balance	Fair Value
	Sheet	March 31,	December 31,	Sheet	March 31,	December 31,
	Location	2012	2011	Location	2012	2011
Commodities(1)	Other current assets	$  2,398	$  5,144	Other current assets	$  3,360	$   5,529
Foreign currencies	Other current assets	88	2,247	Other current liabilities	500	3,380
Interest rate	Other current assets	-	-	Other current liabilities	9,900	11,268

(1) Seaboard’s commodities derivative assets and liabilities are presented in the Condensed Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts.  As of March 31, 2012 and December 31, 2011, the commodity derivatives had a margin account balance of $6,188,000 and $8,619,000, respectively, resulting in a net other current asset on the Condensed Consolidated Balance Sheets of $5,226,000 and $8,234,000, respectively.

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Accounting Policies and Basis of Presentation (Details) (USD $)	3 Months Ended		1 Months Ended
	Mar. 31, 2012	Apr. 02, 2011	Jan. 28, 2012 PS International North Carolina	Jan. 02, 2012 PS International North Carolina	Apr. 03, 2010 PS International North Carolina
Equity method investments
Percentage ownership acquired					50.00%
Ownership after increase (as a percent)			70.00%
Payment to increase ownership interest in affiliate			$ 3,660,000
Total cash paid, net of cash acquired	2,825,000		2,825,000
Increase in working capital				14,419,000
Increase in fixed assets				163,000
Increase in goodwill				2,590,000
Increase in intangible assets				621,000
Increase in other long-term assets				96,000
Increase in non-controlling interest				5,649,000
Decrease in investments in and advances to affiliates				9,415,000
Non-cash, pay-in-kind interest income and accretion of discount recognized on a note receivable from an affiliate	$ 2,818,000	$ 2,521,000

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Derivatives and Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2012

Derivatives and Fair Value of Financial Instruments

Schedule of assets and liabilities measured at fair value on a recurring basis

	Balance
	March 31,
(Thousands of dollars)	2012	Level 1	Level 2	Level 3
Assets:
Available-for-sale securities - short-term
investments:
Corporate bonds	$133,989	$           -	$133,989	$       -
Money market funds	69,867	69,867	-	-
U.S. Treasury securities	36,095	-	36,095	-
Collateralized mortgage obligations	22,720	-	22,720	-
Fixed rate municipal notes and bonds	21,335	-	21,335	-
U.S. Government agency securities	18,603	-	18,603	-
Emerging markets debt mutual fund	17,687	17,687	-	-
Asset backed debt securities	10,536	-	10,536	-
Other	1,483	-	1,483	-
Trading securities - short-term investments:
High yield debt securities	22,349	-	22,349	-
Emerging markets trading debt mutual fund	2,686	2,686	-	-
Emerging markets trading debt securities	2,246	-	2,246	-
Other debt securities	238	-	238	-
Trading securities - other current assets:
Domestic equity securities	16,614	16,614	-	-
Foreign equity securities	6,946	3,887	3,059	-
Fixed income mutual funds	4,914	4,914	-	-
Money market funds	3,674	3,674	-	-
U.S. Government agency securities	2,405	-	2,405	-
U.S. Treasury securities	1,409	-	1,409	-
Corporate bonds	64	-	64	-
Other	365	316	49	-
Derivatives:
Commodities(1)	2,398	2,398	-	-
Interest rate swaps	-	-	-	-
Foreign currencies	88	-	88	-
Total Assets	$398,711	$ 122,043	$276,668	$       -
Liabilities:
Derivatives:
Commodities(1)	$    3,360	$     3,360	$           -	$       -
Interest rate swaps	9,900	-	9,900	-
Foreign currencies	500	-	500	-
Total Liabilities	$  13,760	$     3,360	$  10,400	$       -

(1) Seaboard’s commodities derivative assets and liabilities are presented in the Condensed Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts.  As of March 31, 2012, the commodity derivatives had a margin account balance of $6,188,000 resulting in a net other current asset on the Condensed Consolidated Balance Sheets of $5,226,000.

	Balance
	December 31,
(Thousands of dollars)	2011	Level 1	Level 2	Level 3
Assets:
Available-for-sale securities - short-term
investments:
Money market funds	$139,420	$139,420	$          -	$        -
Corporate bonds	89,146	-	89,146	-
Fixed rate municipal notes and bonds	17,788	-	17,788	-
Emerging markets debt mutual fund	16,399	16,399	-	-
Collateralized mortgage obligations	15,011	-	15,011	-
U.S. Government agency securities	9,757	-	9,757	-
U.S. Treasury securities	4,905	-	4,905	-
Asset backed debt securities	3,533	-	3,533	-
Other	1,484	-	1,484	-
Trading securities - short term investments:
High yield debt securities	20,750	-	20,750	-
Emerging markets trading debt mutual fund	2,487	2,487	-	-
Emerging markets trading debt securities	2,355	-	2,355	-
Other debt securities	221	-	221	-
Trading securities - other current assets:
Domestic equity securities	13,563	13,563	-	-
Foreign equity securities	7,490	3,991	3,499	-
Money market funds	4,521	4,521	-	-
Fixed income mutual funds	4,483	4,483	-	-
U.S. Government agency securities	2,085	-	2,085	-
U.S. Treasury securities	1,474	-	1,474	-
Corporate bonds	72	-	72	-
Other	236	159	77	-
Derivatives:
Commodities(1)	5,144	5,144	-	-
Interest rate swaps	-	-	-	-
Foreign currencies	2,247	-	2,247	-
Total Assets	$364,571	$190,167	$174,404	$         -
Liabilities:
Derivatives:
Commodities(1)	$    5,529	$    5,529	$            -	$         -
Interest rate swaps	11,268	-	11,268	-
Foreign currencies	3,380	-	3,380	-
Total Liabilities	$  20,177	$    5,529	$  14,648	$         -

(1) Seaboard’s commodities derivative assets and liabilities are presented in the Condensed Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts.  As of December 31, 2011, the commodity derivatives had a margin account balance of $8,619,000 resulting in a net other current asset on the Condensed Consolidated Balance Sheets of $8,234,000.

Schedule of amortized cost and estimated fair values of investments and long term debt

	2012				2011
(Thousands of dollars)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Short-term investments, available-for-sale	$	330,892	$	332,315	$	297,916	$	297,443
Short-term investments, trading debt securities	26,184		27,519		25,437		25,813
Long-term debt	162,612		166,038		157,252		161,636

Schedule of gain or (loss) recognized for each type of derivative and its location in the Consolidated Statement of Earnings

(Thousands of dollars)
	Location of	March 31, 2012				April 2, 2011
	Gain or (Loss)	Amount of Gain or (Loss)				Amount of Gain or (Loss)
	Recognized in Income	Recognized in Income				Recognized in Income
Commodities	Cost of sales		$	(2,415	)		$	13,986
Foreign currencies	Cost of sales		(5,417		)		8,787
Foreign currencies	Foreign currency		(3,713		)		(136		)
Interest rate	Miscellaneous, net		648				519

Schedule of fair value of each type of derivative and its location in the Consolidated Balance Sheets

(Thousands of dollars)		Asset Derivatives			Liability Derivatives
	Balance	Fair Value		Balance	Fair Value
	Sheet	March 31,	December 31,	Sheet	March 31,	December 31,
	Location	2012	2011	Location	2012	2011
Commodities(1)	Other current assets	$  2,398	$  5,144	Other current assets	$  3,360	$   5,529
Foreign currencies	Other current assets	88	2,247	Other current liabilities	500	3,380
Interest rate	Other current assets	-	-	Other current liabilities	9,900	11,268

(1) Seaboard’s commodities derivative assets and liabilities are presented in the Condensed Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts.  As of March 31, 2012 and December 31, 2011, the commodity derivatives had a margin account balance of $6,188,000 and $8,619,000, respectively, resulting in a net other current asset on the Condensed Consolidated Balance Sheets of $5,226,000 and $8,234,000, respectively.

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Segment Information

3 Months Ended

Mar. 31, 2012

Segment Information

Segment Information

Note 9 - Segment Information

In January 2012, Seaboard made an initial payment of $3,660,000 increasing its ownership interest from 50% to 70% in PS International, LLC (PSI), an international specialty grain trading business located in North Carolina. As a result, effective January 1, 2012, Seaboard began consolidation accounting and discontinued the equity method of accounting for this investment. The final amount of this additional investment will be determined during 2012 upon final verification of certain balance sheet items as of December 31, 2011.  Pro forma results of operations are not presented, as the effects of consolidation are not material to Seaboard’s results of operations.

In the first quarter of 2011, the Commodity Trading and Milling segment recognized $101,080,000 in net sales related to previously deferred costs and deferred revenues under contracts for which the final sale prices were not fixed and determinable until 2011. Also, in the first quarter of 2011, this segment incurred a grain inventory write-down of $1,698,000 (with no tax benefit recognized), or $1.40 per share for various customer contract performance issues.

On April 8, 2011, Seaboard closed the sale of its two floating power generating facilities in the Dominican Republic.  In late March 2011, the purchaser entered into discussions with Seaboard to lease one of the facilities to Seaboard for a short period of time.  On April 20, 2011, Seaboard signed a short-term lease agreement that allowed Seaboard to resume operations of one of the facilities (72 megawatts) and operate it through approximately March 31, 2012.  Seaboard and the purchaser also agreed to defer the sale to the purchaser of the inventory related to the leased facility until the end of the lease term.  In late March 2012, this lease was extended to August 31, 2012.  After August 31, 2012, this lease will automatically extend on a month-to-month basis but is cancellable by either party while the purchaser reconsiders its long-term plans for the facility.  Also, as of March 31, 2012, $1,500,000 of the original sale price for this power generating facility remained in escrow for potential dry dock costs.  Seaboard retained all other physical properties of this business and constructed a new 106 megawatt floating power generating facility for use in the Dominican Republic, which began commercial operations in March 2012.  As of March 31, 2012, total project costs capitalized was $126,347,000.  There will be some additional amounts capitalized in the second quarter of 2012 for an estimated total project cost of $136,000,000, including capitalized interest.

The Turkey segment, accounted for using the equity method, represents Seaboard’s investment in Butterball, LLC (Butterball).  Butterball had total net sales for the three months ended March 31, 2012 and April 2, 2011 of $301,616,000 and $278,457,000, respectively, and operating income for the three months ended March 31, 2012 and April 2, 2011 of $23,365,000 and $5,673,000, respectively.  As of March 31, 2012 and December 31, 2011, the Turkey segment had total assets of $844,155,000 and $819,618,000, respectively.

In conjunction with Seaboard’s initial investment in Butterball on December 6, 2010, Seaboard has a long-term note receivable from Butterball which had a balance of $103,511,000 as of March 31, 2012.  Part of the interest earned on this note is pay-in-kind interest, which accumulates and is paid at maturity.  During the third quarter of 2011, Seaboard provided a term loan of $13,037,000 to Butterball to pay off capital leases for certain fixed assets which originally were financed with third parties.  The effective interest rate on the term loan is approximately 12%.  Although the term loan expires on January 31, 2018, Seaboard anticipates that Butterball will pay off the term loan prior to such expiration date as Butterball is expected to sell all of the related assets and is required to remit the proceeds from such sale to Seaboard to repay the loan.  As of March 31, 2012, the balance of the term loan recorded in long-term notes receivable from affiliate was $9,645,000.

The following tables set forth specific financial information about each segment as reviewed by Seaboard’s management. Operating income for segment reporting is prepared on the same basis as that used for consolidated operating income.  Operating income, along with income or losses from affiliates for the Commodity Trading and Milling segment, is used as the measure of evaluating segment performance because management does not consider interest, other investment income and income tax expense on a segment basis.

Sales to External Customers:
	Three Months Ended
	March 31,		April 2,
(Thousands of dollars)	2012		2011
Pork	$	400,661	$	423,969
Commodity Trading and Milling	724,538		712,231
Marine	233,749		229,720
Sugar	73,619		67,003
Power	35,536		32,345
All Other	3,010		2,911
Segment/Consolidated Totals	$	1,471,113	$	1,468,179

Operating Income (Loss):
	Three Months Ended
	March 31,			April 2,
(Thousands of dollars)	2012			2011
Pork	$	52,873		$	79,595
Commodity Trading and Milling	25,693			23,072
Marine	491			7,022
Sugar	16,977			22,439
Power	5,820			3,549
All Other	6			(302		)
Segment Totals	101,860			135,375
Corporate Items	(8,504		)	(5,099		)
Consolidated Totals	$	93,356		$	130,276

Income from Affiliates:
	Three Months Ended
	March 31,			April 2,
(Thousands of dollars)	2012			2011
Commodity Trading and Milling	$	707		$	5,819
Sugar	(1		)	317
Turkey	8,863			26
Segment/Consolidated Totals	$	9,569		$	6,162

Total Assets:
	March 31,		December 31,
(Thousands of dollars)	2012		2011
Pork	$	738,476	$	738,574
Commodity Trading and Milling	855,102		755,903
Marine	266,581		261,781
Sugar	253,838		269,564
Power	200,645		165,118
Turkey	323,338		312,164
All Other	6,280		6,257
Segment Totals	2,644,260		2,509,361
Corporate Items	467,884		497,367
Consolidated Totals	$	3,112,144	$	3,006,728

Investments in and Advances to Affiliates:
	March 31,		December 31,
(Thousands of dollars)	2012		2011
Commodity Trading and Milling	$	157,826	$	160,402
Sugar	3,121		3,177
Turkey	210,182		201,261
Segment/Consolidated Totals	$	371,129	$	364,840

Administrative services provided by the corporate office allocated to the individual segments represent corporate services rendered to and costs incurred for each specific segment with no allocation to individual segments of general corporate management oversight costs.  Corporate assets include short-term investments, other current assets related to deferred compensation plans, fixed assets, deferred tax amounts and other miscellaneous items.  Corporate operating losses represent certain operating costs not specifically allocated to individual segments and include costs related to Seaboard’s deferred compensation programs (which are offset by the effect of the mark-to-market investments recorded in Other Investment Income, Net).

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2012

Commitments and Contingencies

Commitments and Contingencies

Note 7 – Commitments and Contingencies

Seaboard is subject to various legal proceedings related to the normal conduct of its business, including various environmental related actions.  In the opinion of management, none of these actions is expected to result in a judgment having a materially adverse effect on the Consolidated Financial Statements of Seaboard.

Contingent Obligations

Certain of the non-consolidated affiliates and third party contractors who perform services for Seaboard have bank debt supporting their underlying operations.  From time to time, Seaboard will provide guarantees of that debt allowing a lower borrowing rate or facilitating third party financing in order to further Seaboard’s business objectives.  Seaboard does not issue guarantees of third parties for compensation.  As of March 31, 2012, Seaboard had guarantees outstanding to three third parties with a total maximum exposure of $1,200,000.  Seaboard has not accrued a liability for any of the third party or affiliate guarantees as management considers the likelihood of loss to be remote.

As of March 31, 2012, Seaboard had outstanding letters of credit (“LCs”) with various banks which reduced its borrowing capacity under its committed and uncommitted credit facilities by $78,850,000 and $14,011,000, respectively.  These LCs included $30,469,000 of LCs for supply agreements, $26,385,000 of LCs, which support the Industrial Development Revenue Bonds included as long-term debt and $21,892,000 of LCs related to insurance coverages.

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Stockholders' Equity and Accumulated Other Comprehensive Loss

3 Months Ended

Mar. 31, 2012

Stockholders' Equity and Accumulated Other Comprehensive Loss

Stockholders' Equity and Accumulated Other Comprehensive Loss

Note 8 – Stockholders’ Equity and Accumulated Other Comprehensive Loss

The components of and changes in accumulated other comprehensive loss for the three months ended March 31, 2012 are as follows:

	Balance						Balance
	December 31,			Period			March 31,
(Thousands of dollars)	2011			Change			2012
Cumulative foreign currency translation adjustment	$	(93,669	)	$	460		$	(93,209	)
Unrealized gain on investments	(311		)	1,484			1,173
Unrealized loss on cash flow hedges	-			(91		)	(91		)
Unrecognized pension cost	(62,085		)	1,077			(61,008		)
Accumulated other comprehensive loss	$	(156,065	)	$	2,930		$	(153,135	)

The foreign currency translation adjustment primarily represents the effect of the Argentine peso currency exchange fluctuation on the net assets of the Sugar segment.  At March 31, 2012, the Sugar segment had $215,045,000 in net assets denominated in Argentine pesos and $4,809,000 in net assets denominated in U.S. dollars.

With the exception of the foreign currency translation adjustment to which a 35 percent federal tax rate is applied, income taxes for components of accumulated other comprehensive loss were recorded using a 39 percent effective tax rate.  In addition, the unrecognized pension cost includes $20,293,000 related to employees at certain subsidiaries for which no tax benefit has been recorded.

On October 31, 2011, the Board of Directors extended through October 31, 2012 the share repurchase program previously approved on November 6, 2009 and originally set to expire on October 31, 2011.  Under this share repurchase program, Seaboard is authorized to repurchase from time to time up to $100,000,000 market value of its Common Stock in open market or privately negotiated purchases which may be above or below the traded market price.  As of March 31, 2012, $53,699,000 remained available for repurchases under this program.  During the period that the share repurchase program remains in effect, from time to time, Seaboard may enter into a 10b5-1 plan authorizing a third party to make such purchases on behalf of Seaboard.  The stock repurchase will be funded by cash on hand.  Shares repurchased will be retired and resume the status of authorized and unissued shares.  All stock repurchased will be made in compliance with applicable legal requirements and the timing of the repurchases and the number of shares repurchased at any given time will depend upon market conditions, compliance with Securities and Exchange Commission regulations and other factors.  The Board’s stock repurchase authorization does not obligate a specific amount of common stock and the stock repurchase program may be suspended at any time at Seaboard’s discretion. For the three months ended March 31, 2012, Seaboard repurchased 3,250 shares of common stock at a total cost of $6,335,000.  Also, Seaboard currently does not intend to declare or pay any dividends during 2012 as there was a prepayment of the annual 2011 and 2012 dividends in December 2010.

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Accounting Policies and Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2012

Accounting Policies and Basis of Presentation

Use of Estimates

Use of Estimates

The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period.  Significant items subject to such estimates and assumptions include those related to allowance for doubtful accounts, valuation of inventories, impairment of long-lived assets, goodwill and other intangible assets, income taxes and accrued pension liability.  Actual results could differ from those estimates.

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Segment Information (Details) (USD $)			1 Months Ended		3 Months Ended			3 Months Ended					3 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Jan. 28, 2012 PS International North Carolina	Apr. 03, 2010 PS International North Carolina	Oct. 01, 2011 Butterball, LLC Term loan	Mar. 31, 2012 Butterball, LLC Term loan	Mar. 31, 2012 Butterball, LLC Long-term note receivable	Apr. 02, 2011 Commodity Trading and Milling	Mar. 31, 2012 Power MW	Mar. 31, 2012 Power EDM	Apr. 20, 2011 Power EDM MW	Apr. 08, 2011 Power EDN and EDM facility	Mar. 31, 2012 Turkey Butterball, LLC	Apr. 02, 2011 Turkey Butterball, LLC	Dec. 31, 2011 Turkey Butterball, LLC
Segment Information
Payment to increase ownership interest in affiliate			$ 3,660,000
Percentage ownership acquired				50.00%
Ownership after increase (as a percent)			70.00%
Net sales								101,080,000
Inventory write-down								1,698,000
Inventory write-down (in dollars per share)								$ 1.40
Number of floating power generating facilities sold												2
Capacity of EDM leased (in megawatts)											72
Portion of sales price remaining in escrow										1,500,000
Capacity of floating power generating facility newly constructed (in megawatts)									106
Approximate construction cost of new floating power generating facility									136,000,000
Total project costs capitalized to date									126,347,000
Net sales													301,616,000	278,457,000
Operating income (loss)													23,365,000	5,673,000
Total assets													844,155,000		819,618,000
Note receivable from affiliate	113,156,000	110,903,000				9,645,000	103,511,000
Loan provided to affiliate					$ 13,037,000
Interest rate on loan provided (as a percent)						12.00%

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Stockholders' Equity and Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

Mar. 31, 2012

Stockholders' Equity and Accumulated Other Comprehensive Loss

Schedule of components of and changes in accumulated other comprehensive loss, net of related taxes

	Balance						Balance
	December 31,			Period			March 31,
(Thousands of dollars)	2011			Change			2012
Cumulative foreign currency translation adjustment	$	(93,669	)	$	460		$	(93,209	)
Unrealized gain on investments	(311		)	1,484			1,173
Unrealized loss on cash flow hedges	-			(91		)	(91		)
Unrecognized pension cost	(62,085		)	1,077			(61,008		)
Accumulated other comprehensive loss	$	(156,065	)	$	2,930		$	(153,135	)

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Derivatives and Fair Value of Financial Instruments (Details) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Commodities
Assets:
Derivatives	$ 2,398,000	$ 5,144,000
Margin account	6,188,000	8,619,000
Derivative assets and liabilities, net basis	5,226,000	8,234,000
Liabilities:
Derivatives	3,360,000	5,529,000
Interest rate swaps
Liabilities:
Derivatives	9,900,000	11,268,000
Foreign currencies
Assets:
Derivatives	88,000	2,247,000
Liabilities:
Derivatives	500,000	3,380,000
Money market funds
Assets:
Available-for-sale securities	69,867,000	139,420,000
Corporate bonds
Assets:
Available-for-sale securities	133,989,000	89,146,000
U.S. Government agency securities
Assets:
Available-for-sale securities	18,603,000	9,757,000
U.S. Treasury securities
Assets:
Available-for-sale securities	36,095,000	4,905,000
Collateralized mortgage obligations
Assets:
Available-for-sale securities	22,720,000	15,011,000
Fixed rate municipal notes and bonds
Assets:
Available-for-sale securities	21,335,000	17,788,000
Asset backed debt securities
Assets:
Available-for-sale securities	10,536,000	3,533,000
Emerging markets debt mutual fund
Assets:
Available-for-sale securities	17,687,000	16,399,000
High yield trading debt securities
Assets:
Trading securities	22,349,000	20,750,000
Emerging markets trading debt mutual fund
Assets:
Trading securities	2,686,000	2,487,000
Emerging markets trading debt securities
Assets:
Trading securities	2,246,000	2,355,000
Recurring basis | Balance at period end
Assets:
Total Assets	398,711,000	364,571,000
Liabilities:
Total Liabilities	13,760,000	20,177,000
Recurring basis | Balance at period end | Commodities
Assets:
Derivatives	2,398,000	5,144,000
Margin account	6,188,000	8,619,000
Derivative assets and liabilities, net basis	5,226,000	8,234,000
Liabilities:
Derivatives	3,360,000	5,529,000
Recurring basis | Balance at period end | Interest rate swaps
Liabilities:
Derivatives	9,900,000	11,268,000
Recurring basis | Balance at period end | Foreign currencies
Assets:
Derivatives	88,000	2,247,000
Liabilities:
Derivatives	500,000	3,380,000
Recurring basis | Balance at period end | Money market funds | Short-term investments
Assets:
Available-for-sale securities	69,867,000	139,420,000
Recurring basis | Balance at period end | Money market funds | Other current assets
Assets:
Trading securities	3,674,000	4,521,000
Recurring basis | Balance at period end | Corporate bonds | Short-term investments
Assets:
Available-for-sale securities	133,989,000	89,146,000
Recurring basis | Balance at period end | Corporate bonds | Other current assets
Assets:
Trading securities	64,000	72,000
Recurring basis | Balance at period end | U.S. Government agency securities | Short-term investments
Assets:
Available-for-sale securities	18,603,000	9,757,000
Recurring basis | Balance at period end | U.S. Government agency securities | Other current assets
Assets:
Trading securities	2,405,000	2,085,000
Recurring basis | Balance at period end | U.S. Treasury securities | Short-term investments
Assets:
Available-for-sale securities	36,095,000	4,905,000
Recurring basis | Balance at period end | U.S. Treasury securities | Other current assets
Assets:
Trading securities	1,409,000	1,474,000
Recurring basis | Balance at period end | Collateralized mortgage obligations | Short-term investments
Assets:
Available-for-sale securities	22,720,000	15,011,000
Recurring basis | Balance at period end | Fixed rate municipal notes and bonds | Short-term investments
Assets:
Available-for-sale securities	21,335,000	17,788,000
Recurring basis | Balance at period end | Asset backed debt securities | Short-term investments
Assets:
Available-for-sale securities	10,536,000	3,533,000
Recurring basis | Balance at period end | Emerging markets debt mutual fund | Short-term investments
Assets:
Available-for-sale securities	17,687,000	16,399,000
Recurring basis | Balance at period end | High yield trading debt securities | Short-term investments
Assets:
Trading securities	22,349,000	20,750,000
Recurring basis | Balance at period end | Other | Short-term investments
Assets:
Available-for-sale securities	1,483,000	1,484,000
Recurring basis | Balance at period end | Other | Other current assets
Assets:
Trading securities	365,000	236,000
Recurring basis | Balance at period end | Other debt securities | Short-term investments
Assets:
Trading securities	238,000	221,000
Recurring basis | Balance at period end | Emerging markets trading debt mutual fund | Short-term investments
Assets:
Trading securities	2,686,000	2,487,000
Recurring basis | Balance at period end | Emerging markets trading debt securities | Short-term investments
Assets:
Trading securities	2,246,000	2,355,000
Recurring basis | Balance at period end | Domestic equity securities | Other current assets
Assets:
Trading securities	16,614,000	13,563,000
Recurring basis | Balance at period end | Foreign equity securities | Other current assets
Assets:
Trading securities	6,946,000	7,490,000
Recurring basis | Balance at period end | Fixed income mutual funds | Other current assets
Assets:
Trading securities	4,914,000	4,483,000
Recurring basis | Level 1
Assets:
Total Assets	122,043,000	190,167,000
Liabilities:
Total Liabilities	3,360,000	5,529,000
Recurring basis | Level 1 | Commodities
Assets:
Derivatives	2,398,000	5,144,000
Liabilities:
Derivatives	3,360,000	5,529,000
Recurring basis | Level 1 | Money market funds | Short-term investments
Assets:
Available-for-sale securities	69,687,000	139,420,000
Recurring basis | Level 1 | Money market funds | Other current assets
Assets:
Trading securities	3,674,000	4,521,000
Recurring basis | Level 1 | Emerging markets debt mutual fund | Short-term investments
Assets:
Available-for-sale securities	17,687,000	16,399,000
Recurring basis | Level 1 | Other | Other current assets
Assets:
Trading securities	316,000	159,000
Recurring basis | Level 1 | Emerging markets trading debt mutual fund | Short-term investments
Assets:
Trading securities	2,686,000	2,487,000
Recurring basis | Level 1 | Domestic equity securities | Other current assets
Assets:
Trading securities	16,614,000	13,563,000
Recurring basis | Level 1 | Foreign equity securities | Other current assets
Assets:
Trading securities	3,887,000	3,991,000
Recurring basis | Level 1 | Fixed income mutual funds | Other current assets
Assets:
Trading securities	4,914,000	4,483,000
Recurring basis | Level 2
Assets:
Total Assets	276,668,000	174,404,000
Liabilities:
Total Liabilities	10,400,000	14,648,000
Recurring basis | Level 2 | Interest rate swaps
Liabilities:
Derivatives	9,900,000	11,268,000
Recurring basis | Level 2 | Foreign currencies
Assets:
Derivatives	88,000	2,247,000
Liabilities:
Derivatives	500,000	3,380,000
Recurring basis | Level 2 | Corporate bonds | Short-term investments
Assets:
Available-for-sale securities	133,989,000	89,146,000
Recurring basis | Level 2 | Corporate bonds | Other current assets
Assets:
Trading securities	64,000	72,000
Recurring basis | Level 2 | U.S. Government agency securities | Short-term investments
Assets:
Available-for-sale securities	18,603,000	9,757,000
Recurring basis | Level 2 | U.S. Government agency securities | Other current assets
Assets:
Trading securities	2,405,000	2,085,000
Recurring basis | Level 2 | U.S. Treasury securities | Short-term investments
Assets:
Available-for-sale securities	36,095,000	4,905,000
Recurring basis | Level 2 | U.S. Treasury securities | Other current assets
Assets:
Trading securities	1,409,000	1,474,000
Recurring basis | Level 2 | Collateralized mortgage obligations | Short-term investments
Assets:
Available-for-sale securities	22,720,000	15,011,000
Recurring basis | Level 2 | Fixed rate municipal notes and bonds | Short-term investments
Assets:
Available-for-sale securities	21,335,000	17,788,000
Recurring basis | Level 2 | Asset backed debt securities | Short-term investments
Assets:
Available-for-sale securities	10,536,000	3,533,000
Recurring basis | Level 2 | High yield trading debt securities | Short-term investments
Assets:
Trading securities	22,349,000	20,750,000
Recurring basis | Level 2 | Other | Short-term investments
Assets:
Available-for-sale securities	1,483,000	1,484,000
Recurring basis | Level 2 | Other | Other current assets
Assets:
Trading securities	49,000	77,000
Recurring basis | Level 2 | Other debt securities | Short-term investments
Assets:
Trading securities	238,000	221,000
Recurring basis | Level 2 | Emerging markets trading debt securities | Short-term investments
Assets:
Trading securities	2,246,000	2,355,000
Recurring basis | Level 2 | Foreign equity securities | Other current assets
Assets:
Trading securities	$ 3,059,000	$ 3,499,000

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Condensed Consolidated Balance Sheets
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, authorized shares	1,250,000	1,250,000
Common stock, issued shares	1,207,347	1,210,597
Common stock, outstanding shares	1,207,347	1,210,597

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Income Taxes

3 Months Ended

Mar. 31, 2012

Income Taxes

Income Taxes

Note 4 – Income Taxes

Seaboard’s tax returns are regularly audited by federal, state and foreign tax authorities, which may result in adjustments. Seaboard’s 2006-2010 U.S. income tax returns are currently under IRS examination.  There have not been any material changes in unrecognized income tax benefits since December 31, 2011.  Interest related to unrecognized tax benefits and penalties was not material for the three months ended March 31, 2012.

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Derivatives and Fair Value of Financial Instruments (Details 2) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Amortized Cost
Schedule of amortized cost and estimated fair values of investments and long term debt
Available-for-sale securities	$ 330,892	$ 297,916
Trading securities	26,184	25,437
Long-term debt	162,612	157,252
Fair Value
Schedule of amortized cost and estimated fair values of investments and long term debt
Available-for-sale securities	332,315	297,443
Trading securities	27,519	25,813
Long-term debt	$ 166,038	$ 161,636

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Employee Benefits (Tables)

3 Months Ended

Mar. 31, 2012

Employee Benefits

Schedule of net periodic cost of benefits of plans

	Three Months Ended
	March 31,		April 2,
(Thousands of dollars)	2012		2011
Components of net periodic benefit cost:
Service cost	$  2,226		$  1,927
Interest cost	2,258		2,294
Expected return on plan assets	(1,592	)	(1,635	)
Amortization and other	1,530		1,051
Net periodic benefit cost	$  4,422		$  3,637