SEABOARD CORP /DE/ (Form: 10-K, Received: 03/07/2006 06:04:26)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005

[ ] 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)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class Name of each exchange on which registered
Common Stock $1.00 Par Value American Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

None
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [ X ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ X ]

Non-accelerated filer [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [ X ]

The aggregate market value of the 354,385 shares of Seaboard voting stock held by nonaffiliates was approximately $582,963,325, based on the closing price of $1,645.00 per share on July 1, 2005, the end of Seaboard's second fiscal quarter. As of February 17, 2006, the number of shares of common stock outstanding was 1,261,367.24.

DOCUMENTS INCORPORATED BY REFERENCE

Part I, item 1(b), a part of item 1(c)(1) and the financial information required by item 1(d) and Part II, items 6, 7, 7A and 8 are incorporated herein by reference to Seaboard Corporation's Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b).

Part II, a part of item 5, and Part III, a part of item 10 and items 11, 12 and 13 are incorporated herein by reference to Seaboard Corporation's definitive proxy statement filed pursuant to Regulation 14A for the 2006 annual meeting of stockholders.

Forward-Looking Statements

This report, including information included or incorporated by reference in this report, contains certain 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,

statements regarding the plans and objectives of management for future operations,

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 sale price or market conditions for pork, sugar and other products,

(iv) the sales price or market conditions for other products and services,

(v) the ability of trading and milling to successfully compete in the markets it serves and the volume of business and working capital requirements associated with the competitive trading environment,

(vi) the charter hire rates and fuel prices for vessels,

(vii) the demand for power, related spot market prices and collectibility of receivables in the Dominican Republic,

(viii) the effect of the fluctuation in exchange rates for the Dominican Republic peso,

(ix) the potential effect of Seaboard's investment in a wine business on the consolidated financial statements,

(x) the potential impact of various environmental actions pending or threatened against Seaboard,

(xi) statements concerning profitability of any of Seaboard's segments,

(xii) 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,

(xiii) the impact of the 2005 Daily's acquisition in enhancing Seaboard's ability to venture into further processed pork products, or

(xiv) the timetable for the Triumph Foods pork processing plant to reach full double shift operating capacity.

(xv) the ability of Seaboard to successfully market the increased volume of pork produced by Triumph Foods, or

(xvi) 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.

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 Form 10-K and in other filings Seaboard makes with the Commission, including without limitation, the information under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Form 10-K, identifies important factors which could cause such differences.

PART I

Item 1. Business

(a) General Development of Business

Seaboard Corporation, a Delaware corporation, the successor corporation to a company first incorporated in 1928, and subsidiaries (Seaboard) is a diversified international agribusiness and transportation company which is primarily engaged domestically in pork production and processing, and cargo shipping. Overseas, Seaboard is primarily engaged in commodity merchandising, flour and feed milling, sugar production, and electric power generation. See Item 1(c) (1) (ii) "Status of Product or Segment" below for a discussion of developments in specific segments.

Seaboard Flour LLC, a Delaware limited liability company, owns approximately 70.9 percent of the outstanding common stock of Seaboard. Mr. H. Harry Bresky, President and Chief Executive Officer of Seaboard, and other members of the Bresky family, including trusts created for their benefit, own approximately 99.5 percent of the common units of Seaboard Flour LLC. Such Bresky family members also own additional shares, representing approximately 2.4 percent of the outstanding common stock of Seaboard.

(b) Financial Information about Industry Segments

The information required by Item 1(b) of Form 10-K relating to Industry Segments is incorporated herein by reference to Note 13 of the Consolidated Financial Statements appearing on pages 55 through 59 of the Seaboard Corporation Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a- 3(b) and attached as Exhibit 13 to this Report.

(1) Business Done and Intended to be Done by the Registrant

(i) Principal Products and Services

Pork Division - Seaboard, through its subsidiary Seaboard Foods LP, previously Seaboard Farms, Inc., engages in the businesses of hog production and pork processing in the United States. Through these operations, Seaboard produces and sells fresh, frozen and further processed pork products to further processors, foodservice outlets, grocery stores and other retail outlets, and other distributors throughout the United States, and to Japan and other foreign markets. Other further processing companies also purchase Seaboard's fresh and frozen pork products in bulk and produce products, such as lunchmeat, hams, bacon, and sausages. Fresh pork, such as loins, tenderloins and ribs are sold to distributors and grocery stores. Seaboard also sells further processed pork products consisting primarily of raw and pre-cooked bacon from its two Daily's bacon plants acquired during 2005. Seaboard sells some of its fresh products under the brand name Prairie Freshr and began marketing its bacon and other further processed products under the Daily'sr brand name acquired in 2005. Seaboard's hog processing plant is located in Guymon, Oklahoma, and operates at double shift capacity. Seaboard's bacon plants acquired from Daily's during 2005 are located in Salt Lake City, Utah and Missoula, Montana.

Seaboard's hog production operations consist of the breeding and raising of approximately 3.6 million hogs annually at facilities primarily owned or at facilities owned and operated by third parties with whom it has grower contracts. The hog production operations are located in the States of Oklahoma, Kansas, Texas and Colorado. As a part of the hog production operations, Seaboard produces specially formulated feed for the hogs at six owned feed mills. The remaining hogs processed are purchased from third party hog producers, primarily pursuant to purchase contracts.

Commodity Trading and Milling Division - Seaboard's Commodity Trading and Milling Division, through its subsidiaries, Seaboard Overseas Limited located in Bermuda, Seaboard Overseas Trading and Shipping (PTY), Ltd. located in South Africa and Ecuador, internationally markets wheat, corn, soybean meal and other commodities in bulk to third party customers and affiliated companies. These commodities are purchased worldwide, with primary destinations to Africa, South America, the Caribbean, and the Eastern Mediterranean. The division expects to originate, transport and market approximately 2.5 million tons of grains and proteins on an annual basis. This estimate takes into consideration the sale of some components of its third party commodity trading operations as discussed in section Item
1(c) (1) (ii) "Status of Product or Segment". Seaboard integrates the service of delivering commodities to its customers through the use of chartered bulk vessels and its eight owned bulk carriers.

This division also operates milling businesses in 12 countries, which are primarily supplied by the trading locations discussed above. The grain processing businesses are operated through five consolidated and six non- consolidated affiliates in Africa, the Caribbean and South America, with flour, feed and maize milling businesses which produce over 1.5 million metric tons of finished products per year. Most of the products produced by the milling operations are sold in the countries in which the products are produced.

Marine Division - Seaboard, through its subsidiary, Seaboard Marine Limited, and various foreign affiliated companies and third party agents, provides containerized cargo shipping service to over twenty-five countries between the United States, the Caribbean Basin, and Central and South America. Seaboard uses a network of offices and agents throughout the United States, Canada, Latin America and the Caribbean Basin to book both northbound and southbound cargo to and from the United States and between the countries it serves. Through intermodal arrangements, Seaboard can transport cargo to and from numerous U.S. mainland locations by either truck or rail to and from one of its U.S. port locations, where it is staged for export via sea or received as import cargo from abroad.

Seaboard's primary marine operations located in Miami includes a 135,000 square foot warehouse for cargo consolidation and temporary storage. Seaboard also has a 70 acre terminal located at the Port of Miami. Seaboard operates a 62 acre cargo terminal facility at the Port of Houston that includes over 690,000 square feet of on-dock warehouse space for temporary storage of bagged grains, resins and other cargoes. Seaboard also makes scheduled vessel calls in Philadelphia, Pennsylvania, Fernandina Beach, Florida and New Orleans, Louisiana. Seaboard's fleet consists of eight owned and approximately 27 chartered vessels, thousands of dry, refrigerated and specialized containers and related equipment. Seaboard also provides cargo transportation service from its domestic ports of call to and from multiple foreign destinations where Seaboard does not make vessel calls through connecting carrier agreements with third party regional and global carriers.

Sugar and Citrus Division - Seaboard, through its subsidiary, Ingenio y Refineria San Martin del Tabacal and other Argentine non-consolidated affiliates, is involved in the production and refining of sugar cane and the production and processing of citrus in Argentina. This division also purchases sugar and citrus in bulk from third parties within Argentina for subsequent resale. The sugar products are primarily sold in Argentina, primarily to retailers, soft drink manufacturers, and food manufacturers, with some exports to the United States, South America and Europe while the citrus products are primarily exported to the global market. Seaboard grows a large portion of the sugar cane on approximately 50,000 acres of land it owns in northern Argentina. The cane is processed at an owned mill, with a current processing capacity of approximately 200,000 metric tons of sugar per year. The sugar mill is one of the largest in Argentina. Another approximately 3,000 acres of land is planted with oranges.

Power Division - Seaboard, through its subsidiary, Transcontinental Capital Corp. (Bermuda) Ltd., operates as an independent power producer in the Dominican Republic. This operation is exempt from U.S. regulation under the Public Utility Holding Company Act of 1938, as amended. The business operates two floating barges with a system of diesel engines capable of generating a combined rated capacity of approximately 112 megawatts of electricity. Seaboard generates electricity into the local Dominican Republic power grid, but is not involved in the transmission or distribution of the electricity. The barges are secured on the Ozama River in Santo Domingo, Dominican Republic. The electricity is sold at contracted pricing to certain large commercial users with contract terms extending from one to four years. Seaboard also sells power under short- term contracts with certain government-owned distribution companies. The remaining electricity is sold in the "spot market" at prevailing market prices, primarily to three wholly or partially government-owned electric distribution companies.

Other Businesses - Seaboard purchases and processes jalapeno peppers at its owned plant in Honduras. The processed peppers are primarily sold to a customer in the United States, and are shipped to the United States by Seaboard's Marine Division and distributed from Seaboard's port facilities.

Seaboard also has an equity investment in a wine business that produces wine in Bulgaria for distribution, primarily throughout Europe.

The information required by Item 1 of Form 10-K with respect to the amount or percentage of total revenue contributed by any class of similar products or services which account for 10 percent or more of consolidated

revenue in any of the last three fiscal years is set forth in Note 13 of Seaboard's Consolidated Financial Statements, appearing on pages 55 through 59 of the Seaboard's Annual Report to Stockholders, furnished to the Commission pursuant to rule 14a-3(b) and attached as Exhibit 13 to this report, which information is incorporated herein by reference.

(ii) Status of Product or Segment

Effective May 9, 2005 Seaboard's Commodity Trading and Milling segment agreed to sell some components of its third party commodity trading operations, consisting primarily of certain forward sales contracts, certain grain inventory and all related contracts to support such sales contracts, including commodity futures and options, foreign exchange agreements, purchase contracts and charter agreements. This transaction closed on May 27, 2005. Seaboard intends to continue competing in many of the markets and routes associated with the sale transaction.

The Pork segment is currently planning to expand its processed meats capabilities by constructing a separate further processing plant, primarily for bacon and sausage processing. Construction of this facility is expected to begin during 2006 and to be completed in 2007. In addition, the Pork segment is pursuing the construction of a biodiesel processing plant to utilize by-product from its Guymon processing plant. This plant will be completed in 2007.

In July 2005, Seaboard completed the acquisition of Daily's, a bacon processor located in the western United States. The acquisition included Daily's two bacon processing plants located in Salt Lake City, Utah and Missoula, Montana. Daily's produces premium sliced and pre-cooked bacon primarily for food service. This acquisition continues Seaboard's expansion of its integrated pork model into value- added products and is expected to enhance Seaboard's ability to venture into other further processed pork products.

In early 2004, Seaboard entered into a marketing agreement with Triumph Foods LLC (Triumph) to market all of the pork products processed at Triumph's pork processing plant to be constructed in St. Joseph, Missouri. The plant began operations in January 2006. This plant will have capacity similar to Seaboard's Guymon, Oklahoma plant with the business based upon the same integrated model as Seaboard's. The Triumph plant is not expected to reach full double shift operating capacity until late 2007 or early 2008.

Since the last half of 2003, the power industry in the DR has suffered from a cash flow imbalance that began when the government did not allow retail electricity rates charged by the distribution companies to increase sufficiently to cover the significant peso devaluation and increases in dollar-denominated fuel costs. The government still has not fully funded the cash shortfall accumulated at the end of 2004 resulting in past due receivables remaining outstanding. During 2005, Seaboard experienced a more stable payment performance resulting in management deciding to produce at near full capacity. In addition, Seaboard is pursuing additional investment opportunities in the power industry.

During 2005, milling operations ceased at Seaboard's non- controlled, non-consolidated affiliate in Angola. Seaboard is in the process of looking for a buyer of its minority ownership in this affiliate.

Seaboard has an equity investment in a wine business in Bulgaria. In February 2005, the Board of Directors and the majority of owners, including Seaboard, agreed to pursue the sale of the entire business or all of its assets. No assurance can be given as to whether any such sale will occur.

(iii) Sources and Availability of Raw Materials

None of Seaboard's businesses utilize material amounts of raw materials that are dependent on purchases from one supplier or a small group of dominant suppliers.

(iv) Patents, Trademarks, Licenses, Franchises and Concessions

Seaboard uses the registered trademark of Seaboard.

The Pork Division uses registered trademarks relating to its products, including Seaboard Farms, Inc., Seaboard Farms, Prairie Fresh, A Taste Like No Other, Daily's, Honey Cured (as a part of a design), and Peppered Bacon (as a part of a design). Seaboard considers the use of these trademarks important to the marketing and promotion of its pork products.

The Marine Division uses the trade name Seaboard Marine which is also a registered trademark. Seaboard believes there is significant recognition of the Seaboard Marine trademark in the industry and by many of its customers.

Part of the sales within the Sugar and Citrus Division are made under the Chango brand in Argentina, where this division operates. Local sales prices are affected by sugar import duties imposed by the Argentine government, which affects the volume of sugar imported to and exported from that market.

Seaboard's Power Division benefits from a tax exempt concession granted by the Dominican Republic government through 2012.

Patents, trademarks, franchises, licenses and concessions are not material to any of Seaboard's other divisions.

(v) Seasonal Business

Profits from processed pork are generally higher in the fall months. Sugar prices in Argentina are generally lower during the typical sugarcane harvest period between June and November. Seaboard's other divisions are not seasonally dependent to any material extent.

(vi) Practices Relating to Working Capital Items

There are no unusual industry practices or practices of Seaboard relating to working capital items.

(vii) Depending on a Single Customer or Few Customers

Seaboard does not have sales to any one customer equal to ten percent or more of consolidated revenues. The Pork division derives approximately thirteen percent of its revenues from three customers in Japan through one agent. The Power division sells power in the Dominican Republic to a limited number of contract customers and on the spot market accessed primarily by three wholly or partially government-owned distribution companies.

Seaboard's Produce Division sells nearly all of its processed jalapeno peppers to one customer under a contract expiring in 2008. We do not believe the loss of this customer would have a material adverse effect on Seaboard's consolidated financial position or results of operations. No other division has sales to a few customers which, if lost, would have a material adverse effect on any such segment or on Seaboard taken as a whole.

(viii) Backlog

Backlog is not material to Seaboard businesses.

(ix) Government Contracts

No material portion of Seaboard business involves government contracts.

(x) Competitive Conditions

Competition in Seaboard's Pork Division comes from a variety of national, international and regional producers and processors and is based primarily on product quality, customer service and price. According to recent issues of Successful Farming and Feedstuffs, trade publications, Seaboard ranks as one of the nation's top five pork producers (based on sows in production) and top ten pork processors (based on daily processing capacity).

Seaboard's ocean liner service for containerized cargoes faces competition based on price and customer service. Seaboard believes it is among the top five ranking ocean liner services for containerized cargoes in the Caribbean Basin based on cargo volume.

Seaboard's sugar business owns one of the largest sugar mills in Argentina and faces significant competition for sugar sales in the local Argentine market. Sugar prices in Argentina can fluctuate compared to world markets due to current Argentine government price protection policies.

Seaboard's Power Division is located in the Dominican Republic. Power generated by this segment is sold on the spot market or to contract customers at prices primarily based on market conditions rather than cost-based rates.

(xi) Research and Development Activities

Seaboard conducts research and development activities focused on various aspects of Seaboard's vertically integrated pork processing system, including improving product quality, production processes, animal genetics, nutrition and health. Incremental costs incurred to perform these tests are expensed as incurred and are not material to operating results.

(xii) Environmental Compliance

Seaboard is subject to numerous Federal, state and local provisions relating to the environment which require the expenditure of funds in the ordinary course of business. Seaboard does not anticipate making expenditures for these purposes, including expenditures with respect to the items disclosed in Item 3, Legal Proceedings, which, in the aggregate would have a material or significant effect on Seaboard's financial condition or results of operations.

(xiii) Number of Persons Employed by Registrant

As of December 31, 2005, Seaboard, excluding non- consolidated foreign affiliates, had 10,357 employees, of whom 5,796 were employed in the United States. Approximately 2,100 employees in Seaboard's Pork Division were covered by collective bargaining agreements as of December 31, 2005. Seaboard considers its employee relations to be satisfactory.

(d) Financial Information about Geographic Areas

The financial information required by Item 1(d) of Form 10-K relating to export sales is incorporated herein by reference to Note 13 of Seaboard's Consolidated Financial Statements appearing on pages 55 through 59 of Seaboard's Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a- 3(b) and attached as Exhibit 13 to this report.

Seaboard considers its relations with the governments of the countries in which its foreign subsidiaries and affiliates are located to be satisfactory, but these foreign operations are subject to risks of doing business in lesser-developed countries which are subject to potential civil unrests and government instabilities, increasing the exposure to potential expropriation, confiscation, war, insurrection, civil strife and revolution, sales price controls, currency inconvertibility and devaluation, and currency exchange controls. To minimize certain of these risks, Seaboard has insured certain investments in its affiliate flour mills in Haiti, Lesotho, Mozambique, Republic of Congo and Zambia, to the extent available and deemed appropriate against certain of these risks with the Overseas Private Investment Corporation, an agency of the United States Government. Nigeria is presently experiencing an increase in insurrection and civil unrest in certain parts of the country but not in areas where Seaboard primarily operates and, to date, this has not had any effect on Seaboard's flour and feed operations in that country. Currently, these situations are not expected to have any material effect on Seaboard's cash flows or results of operations. At the date of this report, Seaboard is not aware of any other situations referred to above which could have a material effect on Seaboard's business.

(e) Available Information

Seaboard electronically files with the Commission annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports pursuant to Section 13(a) or 15(d) of the Exchange Act. The public may read and copy any materials filed with the Commission at their public reference room located at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain further information concerning the public reference room and any applicable copy charges, as well as the process of obtaining copies of filed documents by calling the Commission at 1-800-SEC- 0330.

The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding electronic filers at www.sec.gov. Seaboard provides access to its most recent Form 10-K, 10-Q and 8-K reports, and any amendments to these reports, on its Internet website, www.seaboardcorp.com, free of charge, as soon as reasonably practicable after those reports are electronically filed with the Commission.

Please note that any internet addresses provided in this report are for information purposes only and are not intended to be hyperlinks. Accordingly, no information provided at such Internet addresses is intended or deemed to be incorporated herein by reference.

Item 1A. Risk Factors

Seaboard is identifying important risks and uncertainties that could affect the results of operations, financial condition or business and that could cause them to differ materially from Seaboard's historical results of operations, financial condition or business, or those contemplated by forward-looking statements made herein or elsewhere, by, or on behalf of, Seaboard. Factors that could cause or contribute to such differences include, but are not limited to, those factors described below. The risk factors highlighted below are not the only ones that Seaboard faces.

(a) General

(1) Seaboard's Operations Are Subject To The General Risks Of The Food Industry. The segments of the business that are in the food products manufacturing industry are subject to the risks posed by:

food spoilage or food contamination;

evolving consumer preferences and nutritional and health- related concerns;

federal, state and local food processing controls;

consumer product liability claims;

product tampering;

the possible unavailability and/or expense of liability insurance.

If one or more of these risks were to materialize, Seaboard's revenues could decrease, costs of doing business could increase, and Seaboard's operating results could be adversely affected.

(2) Foreign Political And Economic Conditions Have A Significant Impact On Seaboard's Business. Seaboard is a diverse agribusiness and transportation company with global operations in several industries. Most of the sales and costs of Seaboard's segments are significantly influenced by worldwide fluctuations in commodity prices or changes in foreign political and economic conditions. Accordingly, sales, operating income and cash flows can fluctuate significantly from year to year. In addition, Seaboard's international activities pose risks not faced by companies that limit themselves to United States markets. These risks include:

changes in foreign currency exchange rates;

foreign currency exchange controls;

changes in a specific country's or region's political or economic conditions, particularly in emerging markets;

hyperinflation;

heightened customer credit risk

tariffs, other trade protection measures and import or export licensing requirements;

potentially negative consequences from changes in tax laws; and

different legal and regulatory structures and unexpected changes in legal and regulatory requirements.

negative perception within a foreign country of a United States company doing business in that foreign country

Seaboard cannot assure you that it will be successful in competing effectively in international markets.

(3) Seaboard's Common Stock Is Thinly Traded And Subject to Daily Price Fluctuations. The common stock of Seaboard is closely held (70.9%) and thinly traded on a daily basis on the American Stock Exchange. Accordingly, the price of a share of common stock can fluctuate more significantly from day-to-day than a widely held stock that is actively traded on a daily basis.

(b) Pork Division

(1) Fluctuations In Commodity Pork Prices Could Adversely Affect Seaboard's Results Of Operations. Sale prices for Seaboard's pork products are directly affected by both domestic and world wide supply and demand for pork products and other proteins, all of which are determined by constantly changing market forces of supply and demand as well as other factors over which Seaboard has little or no control. Commodity pork prices demonstrate a cyclical nature over periods of years, reflecting changes in the supply of fresh pork and competing proteins on the market, especially beef and chicken. In addition, there could be weakness in the sales prices for Seaboard's pork products due to marketing the increased volumes of pork products produced by Triumph Foods. Seaboard's results of operations could be adversely affected by fluctuations in pork commodity prices.

(2) Increases In The Costs Of Seaboard's Feed Components And Hog Purchases Could Adversely Affect Seaboard's Costs And Operating Margins. Feed costs are the most significant single component of the cost of raising hogs and can be materially affected by commodity price fluctuations for corn and soybean meal. The results of Seaboard's pork division business can be negatively affected by increased costs of Seaboard's feed components. Similarly, although accounting for less than 30% of Seaboard's total hogs slaughtered, the cost of third party hogs purchased fluctuates with market conditions and can have an impact on Seaboard's total costs. The cost and supply of feed components and the third party hogs that we purchase are determined by constantly changing market forces of supply and demand, which are driven by matters over which we have no control, including weather, current and projected worldwide grain stocks and prices, grain export prices and supports and governmental agricultural policies. Seaboard attempts to manage certain of these risks through the use of financial instruments, however this may also limit its ability to participate in gains from favorable commodity fluctuations. Unless wholesale pork prices correspondingly increase, increases in the prices of Seaboard's feed components or in the cost of third party hogs purchased would adversely affect Seaboard's operating margins.

(3) Seaboard's Ability To Attract And Retain Appropriate Personnel At Remote Locations Is Important To Seaboard's Business. The remote locations of the pork processing plant and live hog operations could negatively affect the availability and cost of labor. Seaboard is dependent on having sufficient properly trained operations personnel. Attracting and retaining qualified personnel is important to Seaboard's success. The inability to acquire and retain the services of such personnel could have a material adverse effect on Seaboard's operations.

(4) The Loss Of Seaboard's Sole Hog Processing Facility Would Adversely Affect Seaboard's Business. Seaboard's Pork segment is largely dependant on the continued operation of a single hog processing facility. The loss of or damage to this facility for any reason - including fire, tornado, governmental action or other reason - would adversely affect Seaboard and Seaboard's pork products business.

(5) Environmental Regulation And Related Litigation Could Have A Material Adverse Effect On Seaboard. Seaboard's operations and properties are subject to extensive and increasingly stringent laws and regulations pertaining to, among other things, the discharge of materials into the environment and the handling and disposition of wastes (including solid and hazardous wastes) or otherwise relating to protection of the environment. Failure to comply with these laws and regulations and any future changes to them may result in significant consequences to Seaboard, including civil and criminal penalties, liability for damages and negative publicity. Some requirements applicable to Seaboard may also be enforced by citizen groups. Seaboard has incurred, and will continue to incur, significant capital and operating expenditures to comply with these laws and regulations.

(6) Health Risk To Livestock Could Adversely Affect Production, The Supply Of Raw Materials And Seaboard's Business. Seaboard is subject to risks relating to its ability to maintain animal health and control diseases. The general health of the hogs and the reproductive performance of the sows can have an adverse impact on production and production costs, the supply of raw material to Seaboard's pork processing operations and consumer confidence. If Seaboard's hogs are affected by disease, Seaboard may be required to destroy infected livestock, which could adversely affect Seaboard's production or ability to sell or export its products. Moreover, the herd health of third party suppliers could adversely affect the supply and cost of hogs available for purchase by Seaboard. Adverse publicity concerning any disease or health concern could also cause customers to lose confidence in the safety and quality of Seaboard's food products.

(7) If Seaboard's Pork Products Become Contaminated, We May Be Subject To Product Liability Claims And Product Recalls. Pork products may be subject to contamination by disease producing organisms, or pathogens. These pathogens are generally found in the environment and as a result, regardless of the manufacturing practices employed, there is a risk that they as a result of food processing could be present in Seaboard's processed pork products. Once contaminated products have been shipped for distribution, illness and death may result if the pathogens are not eliminated at the further processing, foodservice or consumer level. Even an inadvertent shipment of contaminated products is a violation of law and may lead to increased risk of exposure to product liability claims, product recalls and increased scrutiny by federal and state regulatory agencies and may have a material adverse effect on Seaboard's business, reputation, prospects, results of operations and financial condition.

(8) Corporate Farming Legislation Could Result In The Divestiture Or Restructuring Of Seaboard's Pork Operations. The development of large corporate farming operations and concentration of hog production in larger-scale facilities has engendered opposition from residents of states in which Seaboard conducts its pork processing and live hog operations. In response, corporate farming legislation periodically has been introduced in the United States Senate and House of Representatives, as well as in several state legislatures. These proposed anti-corporate farming bills have included provisions to prohibit or restrict meat packers, such as Seaboard, from owning or controlling livestock intended for slaughter, which would require divestiture or restructuring of Seaboard's operations.

(9) International Trade Barriers Could Adversely Affect Seaboard's Pork Operations. This segment realizes a significant portion of its revenues from international markets, particularly Japan. International sales are subject to risks related to general economic conditions, imposition of tariffs, quotas, trade barriers and other restrictions, enforcement of remedies in foreign jurisdictions and compliance with applicable foreign laws, and other economic and political uncertainties. These and other risks could result in border closings or other international trade barriers having an adverse effect on Seaboard's earnings.

(1) Seaboard's Commodity & Milling Division Is Particularly Subject To Risks Associated With Foreign Operations. This segment principally operates in Africa, Bermuda, South America and the Caribbean and, in most cases, in what are generally regarded to be lesser developed countries. Many of these foreign operations are subject to risks of doing business in lesser- developed countries which are subject to potential civil unrests and government instabilities, increasing the exposure to potential expropriation, confiscation, war, insurrection, civil strife and revolution, currency inconvertibility and devaluation, and currency exchange controls, in addition to the risks of overseas operations mentioned in clause (a)(2) above.

(2) Fluctuations In Commodity Grain Prices Could Adversely Affect The Business Of Seaboard's Commodity & Milling Division. This segment's sales are significantly affected by fluctuating worldwide prices for various commodities, such as wheat, corn and soybeans. These prices are determined by constantly changing market forces of supply and demand as well as other factors over which Seaboard has little or no control. North American and European subsidized wheat and flour exports, including donated food aid, and world-wide and local crop production can contribute to these fluctuating market conditions and can have a significant impact on the trading and milling businesses' sales, value of commodities held in inventory and operating income. Seaboard's results of operations could be adversely affected by fluctuations in commodity prices.

(3) Seaboard's Commodity & Milling Division Largely Depends On The Availability Of Chartered Ships. Although this segment owns eight ships, most of Seaboard's third party trading is transported with chartered ships. Charter hire rates, influenced by available charter capacity and demand for worldwide trade in bulk cargoes, and related fuel costs can impact business volumes and margins.

(4) Seaboard's Failure To Establish Economic Hedges For Commodities May Adversely Affect Seaboard's Business. The commodity trading portion of the business enters into various commodity derivatives and, in some cases, foreign exchange derivatives to create an economic hedge for commodity trades it executes with its customers. Failure to execute or improper execution of a derivative position could have an adverse impact on the results of operations.

(5) This Segment is Subject to Higher than Normal Risks for Attracting and Retaining Key Personnel. In the Commodity Trading environment, a loss of a key employee such as a commodity trader can have a negative impact resulting from the loss of revenues as personal customer relationships can be vital to obtaining and retaining business with various foreign customers. In the milling portion of this segment, employing and retaining qualified expatriate personnel is a key element of success given the difficult living conditions, the unique operating environments and the reliance on a relatively small number of executives to manage each individual location.

(d) Marine Division

(1) The Demand For Seaboard's Marine Division's Services Are Affected By International Trade And Fluctuating Freight Rates. This segment provides containerized cargo shipping services primarily from the United States to over twenty-five different countries in the Caribbean Basin, and Central and South America. In addition to the risks of overseas operations mentioned in clause (a)(2) above, fluctuations in economic conditions, unstable or hostile local political situations in the countries in which Seaboard operates can affect import/export trade volumes and the price of container freight rates and adversely affect Seaboard's results of operations.

(2) Chartered Ships Are Subject To Fluctuating Rates. The largest expense for this division is time charter cost. Certain of the ships are under charters longer than one year while others are less than one year. These costs can vary greatly due to a number of factors including the worldwide supply and demand for shipping. It is not possible to determine in advance whether a charter contract for more or less than one year will be favorable to Seaboard's business.

(3) Increasing Fuel Prices Can Adversely Affect Seaboard's Business. Ship fuel expenses are one of the segment's largest expenses. These costs can vary greatly from year-to-year depending on world fuel prices. Although a fuel surcharge can be added to the freight rates charged by Seaboard to its customers, increases in the surcharge can lag actual fuel cost increases and can be influenced by competitive pressures. Also, but to a lesser extent, fuel price increases can impact the cost of inland transportation costs.

(4) Marine Transportation Is An Inherently Risky Business. Seaboard's vessels and their cargoes are at risk of being damaged or lost because of events such as:
marine disasters;

bad weather;

mechanical failures;

grounding, fire, explosions and collisions;

human error; and

war and terrorism.

All of these hazards can result in death or injury to persons, loss of property, environmental damages, delays or rerouting. If one of Seaboard's vessels were involved in an accident, the resulting media coverage could have a material adverse effect on Seaboard's business, financial condition and results of operations. Moreover, Seaboard's port operations can be subject to disruption due to hurricanes, especially at Seaboard's major port of operations in Miami, Florida.

(5) Seaboard is Subject To Complex Laws And Regulations That Can Adversely Affect The Cost, Manner Or Feasibility Of Doing Business. Increasingly stringent federal, state and local laws and regulations governing worker health and safety, environmental protection, port and terminal security, and the operation of vessels significantly affect Seaboard's operations. Many aspects of the marine industry are subject to extensive governmental regulation by the Federal Maritime Commission, the U.S. Coast Guard, and U.S. Customs and Border Protection, and to regulation by private industry organizations. Compliance with applicable laws, regulations and standards may require installation of costly equipment or operational changes, while the failure to comply may result in administrative and civil penalties, criminal sanctions or the suspension or termination of Seaboard's operations.

(e) Sugar and Citrus Division

(1) The Success Of This Segment Depends On The Condition Of The Argentinean Economy And Political Climate. This segment operates a sugar mill in Argentina, locally growing a substantial portion of the sugar cane processed at the mill. The majority of the sugar sales are within Argentina. Fluctuations in economic conditions or changes in the Argentine political climate can have an impact on the costs of operations and the sale price of sugar. In this regard, local sale prices are affected by sugar import duties imposed by the Argentine government, which affects the volume of sugar imported to and exported from that market. If import duties are changed, this could have a negative impact on Seaboard's sale price of sugar. In addition, recently the Argentine government began to attempt controlling inflation by instituting price controls on commodities, including sugar, which could impact the local sales price of sugar and the results of operations for this segment.

(2) This Segment Is Subject To The Risks That Are Inherent In Any Agricultural Business. Seaboard's results of operations for this segment may be adversely affected by numerous factors over which we have little or no control and that are inherent in any agricultural business, including reductions in the market prices for Seaboard's products, adverse weather and growing conditions, pest and disease problems, and new government regulations regarding agriculture and the marketing of agricultural products. Of these risks, weather particularly can affect the amount and quality of the sugar cane produced by Seaboard and Seaboard's competitors located in other regions of Argentina.

(3) The Loss Of Seaboard's Sole Processing Facility Would Adversely Affect The Business Of This Segment. Seaboard's Sugar and Citrus segment is largely dependant on the continued operation of a single processing facility. The loss of or damage to this facility for any reason - including fire, tornado, governmental action or other reason - would adversely affect the business of this segment.

(f) Power Division

(1) This Segment Is Subject To Risks Of Doing Business In The Dominican Republic. This segment operates in the Dominican Republic (DR). In addition to significant currency fluctuations and the other risks of overseas operations mentioned in clause
(a)(2) above, this segment can experience difficulty in obtaining timely collections of trade receivables from the government partially-owned distribution companies or other companies that must also collect from the government in order to make payments on their accounts. Currently, the DR does not allow a free market to enable prices to rise with demand. The government has the ability to arbitrarily decide which power units will be able to operate.

(2) Increases In Fuel Costs Could Adversely Affect Seaboard's Operating Margins. Fuel is the largest cost component of this segment's business. Although increases in fuel have generally been passed through to customers, margins may be affected by fluctuations in fuel if such increases can not be passed to customers.

Item 1B. Unresolved Staff Comments

None

Item 2. Properties

(1) Pork - Seaboard's Pork Division owns a hog processing plant in Guymon, Oklahoma, which opened in 1995. It has a daily double shift capacity to process approximately 16,000 hogs and generally operates at capacity with additional weekend shifts depending on market conditions. The plant is utilized at near capacity throughout the year. Seaboard's hog production operations consist of the breeding and raising of approximately 3.6 million hogs annually at facilities it primarily owns or at facilities owned and operated by third parties with whom it has grower contracts. This business owns and operates six centrally located feed mills which have a combined capacity to produce approximately 1,700,000 tons of formulated feed annually used primarily to support Seaboard's existing hog production, and has the capability of supporting additional hog production in the future. These facilities are located in Oklahoma, Texas, Kansas and Colorado.

Seaboard's Pork Division also owns two bacon processing plants located in Salt Lake City, Utah and Missoula, Montana. These plants are utilized at or near capacity throughout the year, which is a combined daily smoking capacity of approximately 300,000 pounds of raw pork bellies.

(2) Commodity Trading and Milling - Seaboard's Commodity Trading and Milling Division owns, in whole or in part, grain-processing operations in 12 countries which have the capacity to mill over 6,000 metric tons of wheat and maize per day. In addition, Seaboard has feed mill capacity of in excess of 112 metric tons per hour to produce formula animal feed. The milling operations located in Democratic Republic of Congo, Ecuador, Guyana, Haiti, Kenya, Lesotho, Mozambique, Nigeria, Republic of Congo, Sierra Leone, Uganda and Zambia own their facilities; in Kenya, Lesotho, Mozambique, Nigeria, Republic of Congo and Sierra Leone the land the mills are located on is leased under long-term agreements. Certain foreign milling operations may operate at less than full capacity due to low demand related to poor consumer purchasing power and European-subsidized wheat and flour exports. Seaboard also owns seven 9,000 metric-ton deadweight dry bulk carriers and one 23,400 metric ton deadweight dry bulk carrier, "time charters" (the charter of a vessel, whereby the vessel owner is responsible to provide the captain and crew necessary to operate the vessel), under

short-term agreements, between seven and forty-three bulk carrier ocean vessels with deadweights ranging from 8,000 to 60,000 metric tons.

(3) Marine - Seaboard's Marine Division leases a 135,000 square foot warehouse and 70 acres of port terminal land and facilities in Miami, Florida which are used in its containerized cargo operations. Seaboard also leases an approximately 62 acre cargo handling and terminal facility in Houston, Texas, which includes several on-dock warehouses totaling over 690,000 square feet for cargo storage. Seaboard owns eight ocean cargo vessels with deadweights ranging from 2,600 to 14,545 metric tons and time charters under long-term contracts ranging from one to three years, and short-term agreements, of approximately twenty-five containerized ocean cargo vessels with deadweights ranging from 3,377 to 19,456 metric-tons. In addition, this business also "bareboat charters" (the charter of a vessel, whereby the charterer is responsible for providing the captain and crew necessary to operate the vessel), under long-term lease agreements, two containerized ocean cargo vessels each with deadweights of 12,169 metric tons. Seaboard owns or leases an aggregate of approximately 39,000 dry, refrigerated and specialized containers and related equipment.

(4) Sugar and Citrus - Seaboard's Argentine Sugar and Citrus Division owns approximately 50,000 acres of planted sugarcane and approximately 3,000 acres of orange trees. Depending on local harvest and market conditions, this business also purchases third party sugar and citrus for resale. In addition, this division owns a sugar mill with a current capacity to process approximately 200,000 metric tons of sugar per year. This capacity is sufficient to process all of the cane harvested by this division and certain additional quantities harvested on behalf of the third party farmers in the region. The sugarcane fields and processing mill are located in northern Argentina in the Salta Province, which experiences seasonal rainfalls that may limit the harvest season, which then affects the duration of mill operations and quantities of sugar produced. This division also owns a juice processing plant and fresh fruit packaging plant with capacity to produce approximately 5,000 tons of concentrated juice and package approximately 300,000 boxes of fresh fruit annually.

(5) Power - Seaboard's Power Division owns two floating electric power generating facilities, consisting of a system of diesel engines mounted onto barge-type vessels, with a combined rated capacity of approximately 112 megawatts, both located on the Ozama River in Santo Domingo, Dominican Republic. The barges historically generated power at near capacity throughout the year as the demand for power in the Dominican Republic exceeds reliable power supply. Seaboard operates as an independent power producer and is not involved in the transmission and distribution facilities that deliver the power to the end users.

(6) Other - Seaboard owns a jalapeno pepper processing plant and warehouse in Honduras.

Management believes that Seaboard's present facilities are adequate and suitable for its current purposes.

Item 3. Legal Proceedings

Sierra Club Settlement

In order to settle threatened additional litigation with Sierra Club, Seaboard's subsidiary, Seaboard Foods LP ("Seaboard Foods"), agreed to conduct an investigation to determine if corrective action is required at three farms purchased from PIC International Group, Inc. ("PIC") located in Kingfisher and Major Counties in Oklahoma according to an agreed-upon process. Based on the investigation, it has been determined that two farms do not require any corrective action. The investigation at the one remaining farm concluded the lagoon at this farm is a likely source of elevated nitrates in the ground water. Seaboard Foods advised the Oklahoma Department of Agriculture, Food & Forestry as to this fact, and is in the process of getting approval for and making the necessary corrective action, which will include constructing a replacement lagoon. The cost of the lagoon and any other implications is not known with certainty, but the cost is expected to be approximately $1.5 million. Seaboard Foods has given notice to PIC as to its right to indemnification from any loss as a result of the lagoon. As of the date of this report, PIC has declined to provide indemnification.

Environmental Protection Agency (EPA) and State of Oklahoma Claims Concerning Farms in Major and Kingfisher County, Oklahoma

On June 29, 2001, the EPA filed a Unilateral Administrative Order (the "RCRA Order") pursuant to Section 7003 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Sec. 6973 ("RCRA"), against Seaboard Foods, Shawnee Funding, Limited Partnership and PIC (collectively, "Respondents"). The RCRA Order alleges that five swine farms located in Major County and Kingfisher County, Oklahoma purchased from PIC are causing or could cause contamination of the groundwater. The RCRA Order alleges that, as a result, Respondents have contributed to an "imminent and substantial endangerment" within the meaning of RCRA from the leaking of solid waste in the lagoons or other infrastructure at the farms. The RCRA Order requires Respondents to develop and undertake a study to determine if there has been any contamination from farm infrastructure, and if contamination has occurred, to develop and undertake a remedial plan. In the event the Respondents fail to comply with the RCRA Order, the EPA may commence a civil action and can seek a civil penalty of up to $5,500 per day, per violation.

On July 23, 2002, Seaboard Foods received a Notice of Violation from the State of Oklahoma, alleging that Seaboard Foods has violated various provisions of state law and the operating permits related to these same farms based on the same conditions which gave rise to the RCRA Order. In the event the State brings an enforcement action, they have threatened to do so as an administrative action in which they can seek administrative penalties of not more than $10,000 per day of noncompliance and can seek to assess violation points which could prohibit Seaboard Foods from continuing to operate one or more of these farms.

On April 15, 2003, the EPA sent a formal Notice of Violation letter to the Respondents, alleging that the Respondents have failed to comply with the RCRA Order because they have not undertaken an investigation of land on which Seaboard Foods spreads effluent originating from the five facilities. The Respondents believe that the Notice of Violation letter has no merit because the RCRA Order, by its terms, does not cover these areas, and the EPA does not have jurisdiction to impose the RCRA Order with respect to land application activities.

Seaboard Foods disputes the RCRA Order and the State of Oklahoma's contentions on legal and factual grounds, and advised the EPA that it will not comply with the RCRA Order, as written. Notwithstanding, Seaboard Foods has undertaken an extensive investigation under the RCRA Order, and has had significant discussions with the EPA and the State of Oklahoma, proposing to pay a civil penalty and to undertake continued monitoring and take a number of corrective actions with respect to the farms, and one additional farm, in order to attempt to settle the RCRA Order and the Oklahoma Notice of Violation. Originally, the EPA advised Seaboard Foods that any such settlement must include a civil fine of $1.2 million, but the EPA has since reduced the amount of its demand for a civil penalty to $305,000. Seaboard Foods believes that the EPA has no authority to impose a civil fine, but settlement discussions are continuing.

A tentative verbal settlement has been reached with the State of Oklahoma which would require Seaboard Foods to pay a fine of $100,000 and to undertake agreed-upon supplemental environmental projects at a cost of $80,000. The settlement is subject to the final terms being agreed to and the approval of the Oklahoma Board of Agriculture. Irrespective of the settlement, Seaboard Foods has completed, or is in the process of completing, many of the proposed corrective actions at the relevant farms.

PIC is indemnifying Seaboard Foods with respect to the action pursuant to an indemnification agreement which has a $5 million limit. To date, the $5 million limit has not been exceeded. If the tentative settlement with the State of Oklahoma is agreed to, the estimated cumulative costs which will be expended will total approximately $6.9 million, not including the additional legal costs required to negotiate the settlement or the penalties demanded by the EPA and tentatively agreed to with the State of Oklahoma. If the measures taken pursuant to the settlement are not effective, other measures with additional costs may be required. PIC has advised Seaboard Foods that it is not responsible for the costs in excess of $5 million. Seaboard Foods disputes PIC's determination of the costs to be included in the calculation to determine whether the $5 million limit will be exceeded, and believes that the costs to be considered are less than $5 million, such that PIC is responsible for all such costs and penalties, except for approximately $180,000 of estimated costs that would be incurred over 5 years subsequent to the settlement for certain testing and sampling. Seaboard Foods has agreed to conduct such testing and sampling as part of the sampling it conducts in the normal course of operations, and believes that the incremental costs incurred to conduct such testing and sampling will be less than $180,000. Seaboard Foods also believes that a more general indemnity agreement would require indemnification of liability in excess of $5 million (excluding the estimated $180,000 cost for testing and sampling), although PIC disputes this.

Potential Additional EPA Claims

The EPA has been conducting a broad-reaching investigation of Seaboard Foods, seeking information as to compliance with the Clean Water Act (CWA), Comprehensive Environmental Response, Compensation & Liability Act (CERCLA) and the Clean Air Act. Through Information Requests and farm inspections, the EPA obtained information that may be related to whether Seaboard Foods' operations are discharging pollutants to waters of the United States in violation of the CWA, whether National Pollutant Discharge Elimination System storm water construction permits were obtained, where required, whether there has been unlawful filling of or discharge to "wetlands" within the jurisdiction of the CWA, whether Seaboard Foods has properly reported emissions of hazardous substances into the air under CERCLA, and whether some of its farms may be emitting air pollutants at levels subject to Clean Air Act permitting requirements. As a result of the investigation, the EPA requested that Seaboard Foods engage in settlement discussions to avoid further the EPA investigative efforts and potential formal claims being filed. The EPA has presented settlement demands, and Seaboard Foods has responded. Management believes it has meritorious legal and factual defenses and objections to the EPA's demands, but will continue to engage in settlement discussions. Such settlement discussions could lead to an enforceable settlement agreement.

On April 2, 2002, the EPA sent to Seaboard Foods a letter pursuant to the Clean Air Act ("CAA") demanding Seaboard Foods monitor emissions at certain hog confinement facilities for purposes of determining whether these operations are in compliance with the CAA. The EPA also requested that Seaboard Foods agree that these facilities are comparable to all other facilities operated, and that the monitoring results can be reasonably extrapolated to estimate the emissions for all other farms operated by Seaboard Foods. If any of the specified farms are not comparable, the letter demanded that Seaboard Foods conduct monitoring at those farms. The letter also required that Seaboard Foods submit a plan and protocol for testing for emissions of particulate matter, volatile organic compounds and hydrogen sulfide.

Although management believes that the EPA's demand is beyond the Agency's authority pursuant to the CAA and that Seaboard Foods cannot be required to undertake the air monitoring, Seaboard Foods is engaging in discussions with the EPA to attempt to reach an agreement that will be satisfactory to the EPA.

The EPA has proposed to settle the matter by Seaboard Foods paying a civil fine of $345,000 and taking various other actions which will cost approximately $150,000. In addition, Seaboard Foods has applied to participate in the National AFO/CAFO Air Emissions Agreement with the EPA, with a portion of the civil fine being applied to satisfy the $100,000 payment owing under the Air Emissions Agreement. Management believes it has meritorious legal and factual defenses and objections to the EPA's demands, but settlement discussions are continuing.

If no agreement is reached with the EPA, it could bring a suit to enforce the provisions of the letter, and if a court were to determine that the EPA is within its authority, the court could impose a civil penalty of up to $27,500 per day of non-compliance, and could order injunctive relief requiring that Seaboard Foods conduct the monitoring. Seaboard Foods believes the emissions from its hog operations do not require CAA permits.

Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of security holders during the last quarter of the fiscal year covered by this report.

Executive Officers of Registrant

The following table lists the executive officers and certain significant employees of Seaboard. Generally, each executive officer is elected at the annual meeting of the Board of Directors following the Annual Meeting of Stockholders and holds his office until the next such annual meeting or until his successor is duly chosen and qualified. There are no arrangements or understandings pursuant to which any executive officer was elected.

Name (Age)               Positions and Offices with  Registrant and Affiliates

H. Harry Bresky (80)     Chairman  of  the Board,  President  and
                         Chief Executive Officer of Seaboard;
                         Manager of Seaboard Flour LLC

Steven J. Bresky (52)    Senior Vice President,  International Operations

Robert L. Steer (46)     Senior Vice President, Treasurer and Chief Financial
                         Officer

David M. Becker (44)     Vice President, General  Counsel  and Secretary

Barry E. Gum (39)        Vice President, Finance

James L. Gutsch (52)     Vice President, Engineering

Ralph L. Moss (60)       Vice President, Governmental Affairs

David S. Oswalt (38)     Vice President, Taxation and  Business Development

John A. Virgo (45)       Vice President, Corporate Controller and Chief
                         Accounting Officer

Rodney K. Brenneman (41) President, Seaboard Foods, LP

Edward A. Gonzales (40) President, Seaboard Marine Ltd.

Mr. H. Harry Bresky has served as President and Chief Executive Officer of Seaboard since February 2001 and previously as President of Seaboard from 1967 to 2001. He has served as Manager of Seaboard Flour, LLC (previously Seaboard Flour Corporation) since 2002. Previously he served as President of Seaboard Flour Corporation from 1987 through 2002, and as Treasurer of Seaboard Flour Corporation from 1973 through 2002. Mr. Bresky is the father of Steven J. Bresky.

Mr. Steven J. Bresky has served as Senior Vice President, International Operations of Seaboard since February 2001 and previously as Vice President of Seaboard from 1989 to 2001.

Mr. Steer has served as Senior Vice President, Treasurer and Chief Financial Officer of Seaboard since February 2001 and previously as Vice President, Chief Financial Officer of Seaboard from 1998 to 2001.

Mr. Becker has served as Vice President, General Counsel and Secretary of Seaboard since December 2003, and previously as Vice President, General Counsel and Assistant Secretary from 2001 to 2003. He served as General Counsel and Assistant Secretary of Seaboard from 1998 to 2001.

Mr. Gum has served as Vice President, Finance of Seaboard since December 2003, previously as Director of Finance from 2000 to 2003.

Mr. Gutsch has served as Vice President, Engineering of Seaboard since December 1998.

Mr. Moss has served as Vice President, Governmental Affairs of Seaboard since December 2003 and previously as Director, Government Affairs from 1993 to 2003.

Mr. Oswalt has served as Vice President, Taxation and Business Development of Seaboard since December 2003 and previously as Director of Tax from 1995 to 2003.

Mr. Virgo has served as Vice President, Corporate Controller and Chief Accounting Officer of Seaboard since December 2003 and previously as Corporate Controller from 1996 to 2003.

Mr. Brenneman has served as President of Seaboard Foods LP (previously Seaboard Farms Inc.) since June 2001 and previously served as Senior Vice President and Chief Financial Officer of Seaboard Farms, Inc. from 1997 to 2001.

Mr. Gonzales has served as President of Seaboard Marine, Ltd. since January 2005 and previously served as Vice President of Terminal Operations of Seaboard Marine Ltd. from 2000 to 2005.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Seaboard's Board of Directors intends that Seaboard will continue to pay quarterly dividends, with the actual amount of any dividends being dependant upon such factors as Seaboard's financial condition, results of operations and current and anticipated cash needs, including capital requirements. As discussed in Note 8 of the consolidated financial statements appearing on pages 45 and 46 of the Seaboard Corporation Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13 to this Report, Seaboard's ability to declare and pay dividends is subject to limitations imposed by the note agreements referred to there.

Seaboard has not established any equity compensation plans or individual agreements for its employees under which Seaboard common stock, or options, rights or warrants with respect to Seaboard common stock, may be granted.

On November 3, 2005, Seaboard issued 6,313.34 shares of its common stock to its parent company, Seaboard Flour Corporation. The issuance of these shares resulted from a previously disclosed transaction consummated by Seaboard and Seaboard Flour in 2002. As a part of this transaction, Seaboard received tax net operating losses ("NOLs") having a benefit totaling $8,317,416. To the extent that Seaboard used the NOLs to reduce its federal income taxes payable, Seaboard agreed to issue to Seaboard Flour shares of common stock having a value equal to the NOL utilized. On September 15, 2005, Seaboard filed tax returns utilizing the NOLs which resulted in a $8,317,416 reduction in its federal income tax. Seaboard thereby became obligated to issue shares of its common stock to Seaboard Flour. The number of shares issued was determined based upon the average closing price of Seaboard's common stock for the ten trading days preceding October 1, 2005, or approximately $1,317.44 per share. The issuance of the 6,313.34 shares of common stock to Seaboard Flour was not registered under the Securities Act of 1933 in reliance upon the exemption from the registration requirements provided by Section 4(2) of the Securities Act. Section 4(2) provides an exemption from the registration requirements of the Securities Act for transactions by an issuer not involving a public offering.

There were no purchases made by or on behalf of Seaboard or any "affiliated purchaser" (as defined by applicable rules of the Commission) of shares of Seaboard's common stock during the fourth quarter of the fiscal year covered by this report.

In addition to the information provided above, the information required by Item 5 of Form 10-K is incorporated herein by reference to (a) the information under "Stockholder Information - Stock Listing" and (b) the dividends per common share information and market price range per common share information under "Quarterly Financial Data" appearing on pages 60 and 7, respectively, of Seaboard's Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13 to this report.

Item 6. Selected Financial Data

The information required by Item 6 of Form 10-K is incorporated herein by reference to the "Summary of Selected Financial Data" appearing on page 6 of Seaboard's Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13 of this Report.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The information required by Item 7 of Form 10-K is incorporated herein by reference to "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing on pages 8 through 24 of Seaboard's Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13 to this Report.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The information required by Item 7A of Form 10-K is incorporated herein by reference to (a) the material under the captions "Derivative Instruments and Hedging Activities" within Note 1 of Seaboard's Consolidated Financial Statements appearing on page 35 of Seaboard's Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13 to this Report, and (b) the material under the caption "Derivative Information" within "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing on pages 22 through 24 of Seaboard's Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a- 3(b) and attached as Exhibit 13 to this Report.

Item 8. Financial Statements and Supplementary Data

The information required by Item 8 of Form 10-K is incorporated herein by reference to Seaboard's "Quarterly Financial Data," "Report of Independent Registered Public Accounting Firm," "Consolidated Statements of Earnings," "Consolidated Balance Sheets," "Consolidated Statements of Cash Flows," "Consolidated Statements of Changes in Equity" and "Notes to Consolidated Financial Statements" appearing on page 7 and pages 26 through 59 of Seaboard's Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13 to this Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures - As of December 31, 2005, Seaboard's management has 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 15(d) - 15(e). 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.

Management's Report on Internal Control Over Financial Reporting
- Information required by Item 9A pursuant to rules 13a-15(f) is incorporated herein by reference to Seaboard's "Management's Report on Internal Control over Financial Reporting" appearing on page 25 of Seaboard's Annual Report to Stockholders furnished to the commission pursuant to Rule 14a-3(b) and attached as Exhibit 13 to this report.

Change in Internal Controls - During the third quarter of 2005, Seaboard completed the acquisition of Daily's. Management is currently completing post merger integration plans which include converting certain accounting information systems and is in the process of documenting and evaluating internal controls with respect to Daily's. 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 Daily's with an effective date of July 1, 2006. Except as set forth above, there has been no change in Seaboard's internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2005 that has materially affected, or is reasonably likely to materially affect, Seaboard's internal control over financial reporting.

Item 9B. Other Information

Retiree Medical Benefit Plan - As previously disclosed, the Seaboard Corporation Retiree Medical Benefit Plan provides family medical insurance to certain executive officers upon the retirement, involuntary termination of employment, change of control or death of the participant. Participants in this Plan include Mr. H. Bresky, Mr. S. Bresky, Mr. Steer and Mr. Brenneman. On March 6, 2006, Mr. Gonzalez was added as a participant in this Plan.

PART III

Item 10. Directors and Executive Officers of the Registrant

We refer you to the information under the caption "Executive Officers of Registrant" appearing immediately following the disclosure in Item 4 of Part I of this report.

Seaboard has a Code of Ethics Policy (the Code) for directors, officers (including our chief executive officer, chief financial officer, chief accounting officer, controller and persons performing similar functions) and employees. A copy of this Code was attached as Exhibit 14 to Seaboard's annual report on Form 10- K for the year ended December 31, 2004.

Seaboard has posted the Code on its internet website, www.seaboardcorp.com, and intends to disclose any future changes and waivers to the Code by posting such information on that website.

In addition to the information provided above, the information required by Item 10 of Form 10-K is incorporated herein by reference to (a) the disclosure relating to directors under "Item 1: Election of Directors" appearing on page 4 and 5 of Seaboard's definitive proxy statement filed pursuant to Regulation 14A for the 2006 annual meeting of Stockholders ("2006 Proxy Statement"), (b) the disclosure relating to Seaboard's audit committee and "audit committee financial expert" and its director nomination procedures under "Meetings of the Board of Directors and Committees -- Committees of the Board" appearing on pages 5 through 7 of the 2006 Proxy Statement, and (c) the disclosure relating to late filings of reports required under
Section 16(a) of the Securities Exchange Act of 1934 under "Section 16(a) Beneficial Ownership Reporting Compliance" appearing on page 23 of the 2006 Proxy Statement.

Item 11. Executive Compensation

The information required by Item 11 of Form 10-K is incorporated herein by reference to (a) the disclosure relating to compensation of directors under "Meetings of the Board of Directors and Committees -- Committees of the Board" appearing on pages 5 through 7 of the 2006 Proxy Statement, and (b) the disclosure relating to compensation of executive officers under "Executive Compensation and Other Information," "Retirement Plans" and "Compensation Committee Interlocks and Insider Participation" appearing on pages 8 through 15 and pages 18 and 19 of the 2006 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

In addition to the information provided above, the information required by Item 12 of Form 10-K is incorporated herein by reference to the disclosure under "Principal Stockholders" and "Share Ownership of Management and Directors" appearing on pages 3 and 4 of the 2006 Proxy Statement.

Item 13. Certain Relationships and Related Transactions

The information required by Item 13 of Form 10-K is incorporated herein by reference to "Compensation Committee Interlocks and Insider Participation" appearing on pages 18 and 19 of the 2006 Proxy Statement.

Item 14. Principal Accounting Fees and Services

The information required by Item 14 of Form 10-K is incorporated herein by reference to "Item 2 Selection of Independent Auditors" appearing on pages 19 through 21 of the 2006 Proxy Statement.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) The following documents are filed as part of this report:

1. Consolidated financial statements.

See Index to Consolidated Financial Statements on page F-1.

2. Consolidated financial statement schedules.

See Index to Consolidated Financial Statements on page F-1.

3. Exhibits.

3.1 Seaboard's Certificate of Incorporation, as amended. Incorporated herein by reference to Exhibit 3.1 of Seaboard's Annual Report on Form 10-K for the fiscal year ended December 31, 1992.

3.2 Seaboard's By-laws, as amended.

4.1 Note Purchase Agreement dated June 1, 1995 between Seaboard and various purchasers as listed in the exhibit. Incorporated herein by reference to Exhibit 4.3 of Seaboard's Form 10-Q for the quarter ended September 9, 1995. The Annexes and Exhibits to the Note Purchase Agreement have been omitted from the filing, but will be provided supplementally upon request of the Commission.

4.2 Seaboard Corporation 7.88% Senior Note Due June 1, 2007 issued pursuant to the Note Purchase Agreement described above. Incorporated herein by reference to Exhibit 4.4 of Seaboard's Form 10-Q for the quarter ended September 9, 1995.

4.3 Seaboard Corporation Note Agreement dated as of June 1, 1995 ($125,000,000 Senior Notes due June 1, 2007). First Amendment to Note Agreement. Incorporated herein by reference to Exhibit 4.8 of Seaboard's Form 10-Q for the quarter ended March 23, 1996.

4.4 Second Amendment to the Note Purchase Agreements dated as of June 1, 1995 ($125,000,000 Senior Notes due June 1, 2007). Incorporated herein by reference to Exhibit 4.2 of Seaboard's Form 10-Q for the quarter ended September 28, 2002.

4.5 Seaboard Corporation Note Purchase Agreement dated as of September 30, 2002 between Seaboard and various purchasers as listed in the exhibit. Incorporated herein by reference to Exhibit 4.3 of Seaboard's Form 10-Q for the quarter ended September 28, 2002. The Annexes and Exhibits to the Note Purchase Agreement have been omitted from the filing, but will be provided supplementally upon request of the Commission.

4.6 Seaboard Corporation $32,500,000 5.8% Senior Note, Series A, due September 30, 2009 issued pursuant to the Note Purchase Agreement described above. Incorporated herein by reference to Exhibit 4.4 of Seaboard's Form 10-Q for the quarter ended September 28, 2002.

4.7 Seaboard Corporation $38,000,000 6.21% Senior Note, Series B, due September 30, 2009 issued pursuant to the Note Purchase Agreement described above. Incorporated herein by reference to Exhibit 4.5 of Seaboard's Form 10-Q for the quarter ended September 28, 2002.

4.8 Seaboard Corporation $7,500,000 6.21% Senior Note, Series C, due September 30, 2012 issued pursuant to the Note Purchase Agreement described above. Incorporated herein by reference to Exhibit 4.6 of Seaboard's Form 10-Q for the quarter ended September 28, 2002.

4.9 Seaboard Corporation $31,000,000 6.92% Senior Note, Series D, due September 30, 2012 issued pursuant to the Note Purchase Agreement described above. Incorporated herein by reference to Exhibit 4.7 of Seaboard's Form 10-Q for the quarter ended September 28, 2002.

4.10 Seaboard Corporation Credit Agreement dated as of December 3, 2004 ($200,000,000 revolving credit facility expiring on December 2, 2009). The schedules and exhibits to the Credit Agreement have been omitted from this filing, but will be provided supplementally upon request of the Commission. Incorporated herein by reference to Exhibit 4.14 of Seaboard's Form 10-K for fiscal year ended December 31, 2004.

4.11 Amendment No. 1 to Seaboard Corporation Credit Agreement dated December 3, 2004 ($200,000,000 revolving credit facility expiring on December 2, 2009). Incorporated herein by reference to Exhibit 4.1 of Seaboard's Form 10-Q for the quarter ended July 2, 2005

4.12 Notice of Reduction of Aggregate Commitments (from $200,000,000 to $100,000,000) under Credit Agreement dated as of December 3, 2004 among Seaboard Corporation, Bank of America, N.A., Scotia Capital, Inc., Harris Trust and Savings Bank and Suntrust Bank and the Other Lenders Party Hereto Incorporated herein by reference to Exhibit 4.1 of Seaboard's Form 10-Q for the quarter ended October 1, 2005

10.1* Seaboard Corporation Executive Retirement Plan, 2005 Amendment and Restatement dated March 6, 2006, amending and restating the Seaboard Corporation Executive Retirement Plan dated November 5, 2004. The addendums to the Executive Retirement Plan have been omitted from the filing, but will be provided supplementally upon request of the Commission.

10.2* Seaboard Corporation Supplemental Executive Retirement Plan for H. Harry Bresky dated March 21, 1995. Incorporated herein by reference to Exhibit 10.3 of Seaboard's Annual Report on Form 10-K for the fiscal year ended December 31, 1995.

10.3* Seaboard Corporation Executive Deferred Compensation Plan dated December 29, 2005, amending and restating the Seaboard Corporation Executive Deferred Compensation Plan dated January 1, 1999.

10.4* Seaboard Corporation Executive Retirement Plan Trust dated November 5, 2004 between Seaboard Corporation and Robert L. Steer as trustee. Incorporated herein by reference to Exhibit 10.2 of Seaboard's Form 10-Q for the quarter ended October 2, 2004.

10.5* Seaboard Corporation Investment Option Plan dated December 18, 2000. Incorporated herein by reference to Exhibit 10.7 of Seaboard's Form 10-K for fiscal year ended December 31, 2000.

10.6 Reorganization Agreement by and between Seaboard Corporation and Seaboard Flour Corporation as of October 18, 2002. Incorporated herein by reference to Exhibit 10.1 of the Form 8-K dated October 18, 2002.

10.7 Purchase and Sale Agreement dated October 18, 2002 by and between Flour Holdings LLC and Seaboard Flour Corporation with respect to which the "Earnout Payments" thereunder have been assigned to Seaboard Corporation. Incorporated herein by reference to Exhibit 10.2 of Seaboard's Form 10-Q for the quarter ended September 28, 2002.

10.8 Marketing Agreement dated February 2, 2004 by and among Seaboard Corporation, Seaboard Farms, Inc., Triumph Foods LLC, and for certain limited purposes only, the members of Triumph Foods LLC. Incorporated herein by reference to Exhibit 10.2 of Seaboard's Form 8-K dated February 3, 2004.

10.9* Seaboard Corporation Retiree Medical Benefit Plan dated March 4, 2005. Incorporated herein by reference to Exhibit 10.10 of Seaboard's Form 10-K for fiscal year ended December 31, 2004. The exhibit to the Retiree Medical Benefit Plan has been omitted from this filing, but will be provided supplementally upon request of the Commission.

10.10* Seaboard Corporation Executive Officers' Bonus Policy.

10.11* Employment Agreement between Seaboard Corporation and Steven J. Bresky dated July 1, 2005. Incorporated herein by reference to Exhibit 10.1 of Seaboard's Form 10-Q for the quarter ended July 2, 2005.

10.12* Employment Agreement between Seaboard Corporation and Robert L. Steer dated July 1, 2005. Incorporated herein by reference to Exhibit 10.2 of Seaboard's Form 10-Q for the quarter ended July 2, 2005.

10.13* Employment Agreement between Seaboard Farms, Inc. and Rodney K. Brenneman dated July 1, 2005. Incorporated herein by reference to Exhibit 10.3 of Seaboard's Form 10-Q for the quarter ended July 2, 2005.

10.14* Employment Agreement between Seaboard Corporation and Edward A. Gonzalez dated July 1, 2005.

10.15* Seaboard Corporation Nonqualified Deferred Compensation Plan dated December 29, 2005. The appendix to the Nonqualified Deferred Compensation Plan has been omitted from this filing, but will be provided supplementally upon request of the Commission.

13 Sections of Annual Report to security holders specifically incorporated herein by reference herein.

14 Code of Ethics Policy as amended as of March 4, 2005. Incorporated herein by reference to Exhibit 14 of Seaboard's Form 10-K for fiscal year ended December 31, 2004.

21 List of subsidiaries.

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.

* Management contract or compensatory plan or arrangement.

(b) Exhibits.

See exhibits identified above under Item 15(a)3.

See financial statement schedules identified above under Item 15(a)2.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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/H. H. Bresky                       By  /s/Robert L. Steer
   H. H. Bresky, President and Chief         Robert L. Steer, Senior Vice
   Executive Officer                         President, Treasurer and Chief
   (principal executive officer)             Financial Officer (principal
                                             financial officer)

Date:  March 6, 2006                     Date:  March 6, 2006



By /s/John A. Virgo
   John A. Virgo, Vice President, Corporate
   Controller and Chief Accounting Officer
   (principal accounting officer)

Date:  March 6, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of registrant and in the capacities and on the dates indicated.

By /s/H. H. Bresky                       By  /s/Kevin M. Kennedy
   H. H. Bresky, Director and Chairman       Kevin M. Kennedy, Director
   of the Board

Date:  March 6, 2006                     Date:  March 6, 2006



By /s/David A. Adamsen                   By  /s/Joseph E. Rodrigues
   David A. Adamsen, Director                Joseph E. Rodrigues, Director

Date:  March 6, 2006                     Date:  March 6, 2006



By /s/Douglas W. Baena
   Douglas W. Baena, Director

Date:  March 6, 2006

SEABOARD CORPORATION AND SUBSIDIARIES

Index to Consolidated Financial Statements and Schedule

Financial Statements

                                                                Stockholders'
                                                             Annual Report Page

Report of Independent Registered Public Accounting Firm              26

Consolidated Statement of Earnings for the years
 ended December 31, 2005, December 31, 2004 and
 December 31, 2003                                                   28

Consolidated Balance Sheets as of December 31, 2005
 and December 31, 2004                                               29

Consolidated Statement of Cash Flows for the years
 ended December 31, 2005, December 31, 2004 and
 December 31, 2003                                                   30

Consolidated Statement of Changes in Equity for the
 years ended December 31, 2005, December 31, 2004 and
 December 31, 2003                                                   31

Notes to Consolidated Financial Statements                           32

The foregoing are incorporated herein by reference.

The   individual  financial  statements  of  the  nonconsolidated
foreign  affiliates, which would be required if each such foreign
affiliate  were a Registrant, are omitted because (a)  Seaboard's
and  its other subsidiaries' investments in and advances to  such
foreign affiliates do not exceed 20% of the total assets as shown
by  the most recent consolidated balance sheet and (b) Seaboard's
and  its other subsidiaries' equity in the earnings before income
taxes and extraordinary items of the foreign affiliates does  not
exceed   20%   of  such  income  of  Seaboard  and   consolidated
subsidiaries  compared to the average income for  the  last  five
fiscal years.

Combined   condensed   financial  information   as   to   assets,
liabilities  and  results of operations have been  presented  for
nonconsolidated  foreign affiliates in Note 5 of  "Notes  to  the
Consolidated Financial Statements."

II - Valuation and Qualifying Accounts for the years ended
     December 31, 2005, 2004 and 2003                                F-3

All  other  schedules are omitted as the required information  is
inapplicable  or the information is presented in the consolidated
financial statements or related consolidated notes.

     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Seaboard Corporation:

Under  date  of  March 6, 2006, we reported on  the  consolidated
balance  sheets  of  Seaboard Corporation and  subsidiaries  (the
Company)  as  of  December 31, 2005 and  2004,  and  the  related
consolidated statements of earnings, changes in equity  and  cash
flows  for  each  of  the  years in the three-year  period  ended
December  31, 2005, as contained in the December 31, 2005  annual
report  to stockholders.  These consolidated financial statements
and  our  report  thereon are incorporated by  reference  in  the
annual report on Form 10-K for the year ended December 31,  2005.
In  connection with our audits of the aforementioned consolidated
financial  statements, we also audited the  related  consolidated
financial statement schedule as listed in the accompanying index.
This  financial statement schedule is the responsibility  of  the
Company's  management.   Our  responsibility  is  to  express  an
opinion on this financial statement schedule based on our audits.

In   our   opinion,  such  financial  statement  schedule,   when
considered  in  relation  to  the  basic  consolidated  financial
statements  taken as a whole, presents fairly,  in  all  material
respects, the information set forth therein.

Our  report dated March 6, 2006 contains an explanatory paragraph
that  states  that  the  Company adopted Statement  of  Financial
Standards No. 143, "Accounting for Asset Retirement Obligations,"
and  FASB  Interpretation  No.  46,  "Consolidation  of  Variable
Interest  Entities,"  and changed its method  of  accounting  for
costs   expected  to  be  incurred  during  regularly   scheduled
drydocking  of  vessels from the accrual method  to  the  direct-
expense method in 2003.

KPMG LLP

Kansas City, Missouri
March 6, 2006

                                                      Schedule II
              SEABOARD CORPORATION AND SUBSIDIARIES
                Valuation and Qualifying Accounts
                         (In Thousands)



                                     Balance at       Provision    Net deductions   Accounting     Balance at
                                  beginning of year      (1)             (2)          changes(3)  end of year
Year ended December 31, 2005:

  Allowance for doubtful accounts     $14,524           3,987         (2,356)               -       $16,155

Year ended December 31, 2004:

  Allowance for doubtful accounts     $23,359           2,463        (11,298)               -       $14,524

Year ended December 31, 2003:

  Allowance for doubtful accounts     $16,178           8,473         (1,292)               -       $23,359

  Drydock accrual                     $ 6,393               -              -           (6,393)      $     -


(1)  The allowance for doubtful accounts provision is charged  to
selling, general and administrative expenses.

(2)    Includes   write-offs  net  of  recoveries  and   currency
translation adjustments.

(3)   Effective January 1, 2003, Seaboard changed its  method  of
accounting  for  drydock maintenance costs  from  the  accrue-in-
advance  method  to  the direct-expense  method.   As  a  result,
Seaboard  reversed  its  allowance  for  drydock  accrual  as   a
cumulative effect of a change in accounting principle.

SEABOARD CORPORATION

RESTATED BYLAWS
(As of March 6, 2006)

OFFICES

1. The principal office shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the resident agent in charge thereof is Corporation Service Company.

2. The corporation may also have an office in Merriam, Kansas, and also offices at such other places as the board of directors may from time to time determine or the business of the corporation may require.

STOCKHOLDERS' MEETINGS

3. All meetings of the stockholders for the election of directors shall be held at such place, if any, as may be fixed from time to time by the board of directors, or at such other place, if any, either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or a duly executed waiver of notice thereof.

4. An annual meeting of stockholders, commencing with the year 2002, shall be held on the fourth Monday of April in each year, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m., or such other date and time as the board of directors shall approve, at which meeting the board of directors shall elect, by a majority vote, the president, treasurer and secretary, and transact such other business as may be properly brought before the meeting.

5. Whenever the stockholders are required or permitted to take any action at a meeting, written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein..

A complete list of the stockholders entitled to vote at a meeting of stockholders arranged in alphabetical order, and showing the address of each stockholder and the

number of shares registered in the name of each stockholder, shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided within the notice of the meeting.

6. Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors. Such request shall state the purpose or purposes of the proposed meeting.

7. Business transacted at all special meetings shall be confined to the objects stated in the call.

8. The holders of a majority in amount of the stock issued and outstanding and entitled to vote thereat shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute, by the certificate of incorporation or by these bylaws. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders, entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

9. When a quorum is present at a meeting for the election of directors, a plurality of the votes cast shall be significant to elect. All other questions presented to stockholders at a meeting at which a quorum is present shall be decided by the vote of the holders of a majority of the stock having voting power present in person or represented by proxy unless the question is one upon which by express provision of the statutes or of the certificate of incorporation or of these bylaws, a different vote is required in which case such express provision shall govern and control the decision of such question.

10. At any meeting of the stockholders every stockholder having the right to vote shall be entitled to vote in person, or by proxy provided, however, that no such proxy shall be voted on or acted upon after three years from its date, unless said proxy provides for a longer period. Except as otherwise provided in the certificate of incorporation, each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the corporation, and except where the transfer books of the corporation shall have been closed or a date shall have been fixed as a record date for the determination of its stockholders entitled to vote, no share of stock

shall be voted on at any election of directors which shall have been transferred on the books of the corporation within twenty
(20) days next preceding such election of directors.

11. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The board of directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the board of directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the board of directors or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present;
(iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the board of directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

12.

(A)

(1) Nominations of persons for election to the board of directors of the corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the corporation's notice of meeting (or any supplement thereto),
(b) by or at the direction of the board of directors or any committee thereof, or (c) by any stockholder of the corporation who was a stockholder of record of the corporation at the time the notice provided for in this
Section 12 is delivered to the secretary of the corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 12.

(2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(l) of this Section 12, the stockholder must have given timely notice thereof in writing to the secretary of the corporation and any such proposed business other than the nominations of persons for election to the board of directors must constitute a proper matter for stockholder action. To

be timely, a stockholder's notice shall be delivered to the secretary at the principal executive offices of the corporation not later than the close of business on the ninetieth (90th) day, nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year's annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder's notice as described above. Such stockholder's notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election as a director (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (ii) such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the bylaws of the corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation's books, and of such beneficial owner, (ii) the class and number of shares of capital stock of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (iv) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation's outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such proposal or nomination. The foregoing notice requirements of this Section 12 shall be deemed satisfied by a stockholder if the stockholder has notified the corporation of his, her or its intention to present a proposal or nomination at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder's proposal or nomination has been included in a proxy statement that has been prepared by the corporation to solicit proxies for such annual meeting. The corporation may require any proposed nominee to furnish such other information as it may reasonably required to determine the eligibility of such proposed nominee to serve as a director of the corporation.

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 12 to the contrary, in the event that the number of directors to be elected to the board of directors of the corporation at an annual meeting is increased and there is no public announcement by the corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice required by this Section 12 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the secretary at the principal executive offices of the corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the corporation.

(B) Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation's notice of meeting. Nominations of persons for election to the board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation's notice of meeting
(1) by or at the direction of the board of directors or any committee thereof or (2) provided that the board of directors has determined that directors shall be elected at such meeting, by any stockholder of the corporation who is a stockholder of record at the time the notice provided for in this Section 12 is delivered to the secretary of the corporation, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 12. In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the board of directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the corporation's notice of meeting, if the stockholder's notice required by paragraph (A)(2) of this Section 12 shall be delivered to the secretary at the principal executive offices of the corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth
(10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder's notice as described above.

(C)

(1) Only such persons who are nominated in accordance with the procedures set forth in this Section 12 shall be eligible to be elected at an annual or special meeting of stockholders of the corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section
12. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section
12 (including whether the stockholder or beneficial owner, if any, on whose behalf the

nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder's nominee or proposal in compliance with such stockholder's representation as required by clause (A)(2)(c)(iv) of this Section 12) and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 12, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 12, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this Section 12, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(2) For purposes of this Section 12, "public announcement" shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this
Section 12, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 12. Nothing in this Section 12 shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals or nominations in the corporation's proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act or (b) of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the certificate of incorporation.

DIRECTORS

13. The number of directors of the corporation constituting the full board of directors shall be no less than three (3) and no more than fifteen (15), the exact number to be determined by the board of directors from time to time. Within the foregoing limits, between elections by stockholders the board of directors may change the number of directors constituting the full board of directors. Directors need not be stockholders of the corporation. Each director, including a director elected to fill a vacancy, shall hold office until his successor has been duly elected and qualified unless he sooner shall have resigned or been removed from office.

14. The board of directors may hold their meetings and keep the books of the corporation, except the original or duplicate stock ledger, outside of Delaware, at the office of the corporation in Merriam, Kansas, or at such other places as they may from time to time determine.

15. A vacancy or newly created directorship, as the case may be, shall be deemed to exist in the board of directors in case of the death, resignation, disqualification, or removal of any director, or if the authorized number of directors is increased, or if the stockholders fail at any meeting of stockholders at which directors are to be elected to elect the full authorized number of directors to be elected at that meeting. Vacancies and newly created directorships in the board of directors may be filled by a majority of the remaining directors, though fewer than a quorum, or by a sole remaining director. Upon the resignation of one or more directors from the board of directors to be effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations become effective. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his or her term of office; provided however, that such director, or the entire board of directors, may be removed from office, with or without cause, by the holders of a majority in voting power of shares then entitled to vote at an election of directors.

16. The property and business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

COMMITTEES OF DIRECTORS

17. The board of directors may, by vote of a majority of their entire number, elect from their own number an executive committee of not less than three (3) nor more than five (5) members, which committee may be vested with the management of the current and ordinary business of the corporation, including the declaration of dividends, the fixing and altering of the powers and duties of the several officers and agents of the corporation, the election of additional officers and agents, and the filling of vacancies other than in the board of directors, and with power to authorize purchases, sales, contracts, offers, conveyances, transfers and negotiable instruments to the fullest extent permitted by law. A majority of the executive committee shall constitute a quorum for the transaction of business but a lesser number may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice. The executive committee may make rules not inconsistent herewith for the holding and conduct of its meetings.

18. The board of directors may, by resolution or resolutions passed by a majority of the whole board of directors, designate other committees, each committee to consist of two (2) or more of the directors of the corporation, which to the extent provided in said resolution or resolutions, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall

have such name or names as may be determined from time to time by resolution adopted by the board of directors.

19. All committees shall keep their regular minutes of their proceedings and report the same to the board of directors, who shall have power to rescind any vote or resolution passed by any committee but no such rescission shall have retroactive effect.

COMPENSATION OF DIRECTORS

20. Directors, as such, shall not receive any stated salary for their services, but, by resolution of the board of directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board of directors; provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

21. Members of executive or other committees may be allowed like compensation for attending committee meetings.

MEETINGS OF THE BOARD OF DIRECTORS

22. The first meeting of each newly elected board of directors shall be held at such time and place either within or without the State of Delaware as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting provided a quorum shall be present, or they may meet at such place and time as shall be fixed by the consent in writing of all the directors.

23. Regular meetings of the board of directors may be held without notice at such time and place, if any, either within or without the State of Delaware as shall from time to time be determined by the board of directors. Members of the board of directors, or any committee designated by the board of directors, may participate in a meeting thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting.

24. Special meetings of the board of directors may be called by the president on two (2) days' notice to each director, either personally or by mail, telegram or by other means of electronic communication. Special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two (2) directors.

25. At all meetings of the board of directors, a majority of the entire board of directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation or by these bylaws. If a quorum shall not be present at any meeting of the

board of directors, the directors present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present.

26. No notice of board of directors meeting shall be necessary if all directors are present or waive notice of the meeting.

WAIVER OF NOTICES

27. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation, or of these bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

OFFICERS

28. The officers of the corporation shall be chosen by the board of directors and shall be a president, a secretary and a treasurer. Two or more offices may be held by the same person, except that where the offices of president and secretary are held by the same person, such person shall not hold any other office.

29. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president from its members, a secretary and a treasurer, none of whom need be a member of the board of directors.

30. The board of directors or executive committee may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors or executive committee.

31. The board of directors shall have authority (i) to fix the compensation, whether in the form of salary, bonus, stock options or otherwise, of all officers and employees of the corporation, either specifically or by formula applicable to particular classes of officers or employees; and (ii) to authorize officers of the corporation to fix the compensation of officers of the corporation who are not "named executive officers" of the corporation within the meaning of Item 402 of Regulation S-K promulgated under the Securities Act of 1933 and the Securities Exchange Act of 1934. The board of directors shall have authority to appoint a compensation committee and may delegate to such committee any or all of its authority relating to compensation. The appointment of an officer shall not create any employment or contract rights in that officer.

32. The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the whole board of directors. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the board of directors.

THE PRESIDENT

33. The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the stockholders and if such officer is also a director, at meetings of directors. The president shall be, if a director, ex oficio a member of all standing committees of the board of directors, and shall have such powers and duties in the management of the business of the corporation as the of directors shall prescribe, and shall see that all orders and resolutions of the board of directors are carried into effect.

34. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

VICE-PRESIDENTS

35. Any vice-presidents in the order of their seniority shall, in the absence or disability of the president, perform the duties and exercise the powers of the president, and shall perform such other duties as the board of directors or executive committee shall prescribe.

APPOINTING ATTORNEYS AND AGENTS; VOTING SECURITIES OF OTHER
ENTITIES

36. Unless otherwise provided by resolution adopted by the board of directors, the chairperson of the board of directors, the president or any vice president may from time to time appoint an attorney or attorneys or agent or agents of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation or other entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Any of the rights set forth in this paragraph which may be delegated to an attorney or agent may also be exercised directly by the chairperson of the board of directors, the president or the vice president.

THE SECRETARY AND ASSISTANT SECRETARIES

37. The secretary shall attend all sessions of the board of directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he or she shall be. The secretary shall keep in safe custody, the seal of the corporation and, when authorized by the board of directors, affix the

same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the treasurer or an assistant secretary.

38. Any assistant secretaries in order of their seniority shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties as the board of directors or executive committee shall prescribe.

THE TREASURER AND ASSISTANT TREASURERS

39. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

40. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors or executive committee, taking proper vouchers for such disbursements, and shall render to the president and directors, at the regular meetings of the board of directors, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation.

41. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement, or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

42. Any assistant treasurers in the order of their seniority shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties as the board of directors or executive committee shall prescribe.

CERTIFICATES OF STOCK

43. The certificates of stock of the corporation shall be certificated, numbered and entered in the books of the corporation as they are issued unless the board of directors determines by resolution that some or all classes of stock are to be uncertificated. They shall exhibit the holder's name and number of shares and shall be signed by the president and the treasurer. If any stock certificate is signed (i) by a transfer agent or an assistant transfer agent or (ii) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such officer may be facsimile.

TRANSFERS OF STOCK

44. Upon surrender to the corporation or any transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or

authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

CLOSING OF TRANSFER BOOKS

45. The board of directors shall have power to close the stock transfer books of the corporation for a period not exceeding fifty (50) days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period of not exceeding fifty (50) days in connection with obtaining the consent of stockholders for any purpose; provided, however, that in lieu of closing the stock transfer books as aforesaid, the board of directors may fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

REGISTERED STOCKHOLDERS

46. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

LOST CERTIFICATE

47. The board of directors or executive committee may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors or executive committee may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his, her or its legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

DIVIDENDS

48. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

49. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the board of directors shall think conducive to the interest of the corporation, and the board of directors may modify or abolish any such reserve in the manner in which it was created.

DIRECTORS' ANNUAL STATEMENT

50. The board of directors shall present at each annual meeting and when called for by vote of the stockholders at any special meeting of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

51. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors or executive committee may from time to time designate.

FISCAL YEAR

52. The fiscal year shall be the calendar year, beginning with the calendar year ending December 31, 1986.

SEAL

53. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words Corporate Seal, Delaware. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

AMENDMENTS

54. These bylaws may be amended, altered or repealed at any regular meeting of the stockholders or at any special meeting of the stockholders at which a quorum is present or represented, provided notice of the proposed amendment, alteration or repeal be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock entitled to vote at such meeting and present or represented thereat, or by the affirmative vote of a majority in voting power of the board of directors at any regular meeting of the board of directors or at any special

meeting of the board of directors if notice of the proposed amendment, alteration or repeal be contained in the notice of such special meeting; provided, however, that no change of the time or place of the meeting for the election of directors shall be made within sixty (60) days next before the day on which such meeting is to be held, and that in case of any change of such time or place, notice thereof shall be given to each stockholder in person or by letter mailed to his last known address at least twenty (20) days before the meeting is held.

INDEMNIFICATION

55. Mandatory Indemnification of Officers and Directors. The corporation shall indemnify and reimburse each director and officer of the corporation, and each person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, limited liability company, trust, enterprise or nonprofit entity, to the fullest extent permitted by law, for and against all liabilities and expenses imposed upon or reasonably incurred by him or her in connection with any action, suit or proceeding in which he or she may be involved or with which he or she may be threatened by reason of his or her being or having been a director or officer of the corporation or by reason of his or her being or having been, acting upon the request of the corporation, a director, officer, employee or agent of another corporation, partnership, limited liability company, trust, enterprise or nonprofit entity. The right of indemnity and reimbursement of each such person shall continue whether or not he or she continues to be such director or officer at the time such liabilities or expense are imposed upon or incurred by him or her and shall include, without being limited to, attorneys' fees, court costs, judgments and compromise settlements. The right of reimbursement for liabilities and expenses so imposed or incurred shall include the right to receive such reimbursement in advance of the final disposition of any such action, suit or proceeding upon the corporation's receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall be ultimately determined that he or she is not entitled to be indemnified by the corporation pursuant to law or this paragraph. Notwithstanding the foregoing, except as otherwise provided in
Section 57(e), the corporation shall be required to indemnify any person in connection with the commencement of any action, suit or proceeding (or part thereof) by such person only if the commencement thereof was authorized in advance by the board of directors.

The rights of indemnification and reimbursement hereby provided shall not be exclusive of other rights to which any director or officer may be entitled. As used in this paragraph the terms "director" and "officer" shall include their respective heirs, executors and administrators.

56. Discretionary Indemnification; Advancement of Expenses; Additional Provisions.

(a) Actions By Third Parties. The corporation shall have the right, but not the obligation, to indemnify, up to and including the full extent set forth in this paragraph, any person who was or is a party, or is threatened to be made a party to, or is otherwise involved in, any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was an employee or agent of the corporation, or was serving at the request of the corporation as a director, officer, partner, member, trustee, employee or agent of another corporation, partnership, joint

venture, limited liability company, trust or other enterprise (whether or not for profit) including serving as Trustee of an employee benefit plan of the corporation or other entity described in this subparagraph, (whether or not such employee benefit plan is governed by ERISA), against all liability, losses, expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding against any such person by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that he or she did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

(b) Actions by or on Behalf of the Corporation. The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was an employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, member, trustee, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise or entity (whether or not for profit) against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such a person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

(c) Authorization. Any indemnification under paragraphs 56 or 57 of these bylaws (unless ordered by a court) shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director, officer, partner, member, trustee, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in paragraphs 56 or 57, as the case may be. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination: (i) by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum; (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in written opinion; or (iv) by the stockholders.

(d) Expense Advance. Expenses (including attorneys' fees) incurred by present or former directors or officers of the corporation in defending any civil, criminal, administrative or

investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount, if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation as authorized in these bylaws. Such expenses (including attorneys' fees) incurred by other employees or agents of the corporation may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(e) Claims by Directors and Officers. If a claim for indemnification or advancement of expenses under Sections 56 and/or Section 57 is not paid in full within thirty (30) days after a written claim therefor has been received by the corporation from a person entitled to indemnification or advancement, such person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that such person is not entitled to the requested indemnification or advancement of expenses under applicable law.

(f) Nonexclusivity. The indemnification and advancement of expenses provided by, or granted pursuant to, these bylaws shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, bylaw, agreement, vote of stockholders, disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, partner, member, trustee, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(g) Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, member, trustee, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise or non-profit entity against any liability asserted against, and incurred by, him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of these bylaws or Section 145 of the Delaware General Corporation Law.

(h) "The Corporation." For the purposes of paragraphs 56 or 57 of these bylaws references to "the corporation" shall include, in addition to the resulting corporation and, to the extent that the board of directors of the resulting corporation so decides, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as director, officer, partner, member, trustee, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise or non-profit entity, shall stand in the same position under the provisions of these bylaws with respect to the resulting or surviving corporation as he or she would have had with respect to such constituent corporation if its separate existence had continued.

(i) Other Indemnification. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, partner, member, trustee, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, limited liability company, trust or other enterprise or non-profit entity or from insurance.

(j) Other Definitions. For purposes of paragraphs 56 or 57 of these bylaws references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, partner, member, trustee, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, partner, member, trustee, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in these bylaws.

(k) Continuation of Indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, these bylaws shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, officer, partner, member, trustee, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(l) Amendment or Repeal. Neither the amendment nor repeal of paragraphs 56 or 57 of these bylaws nor the adoption of any provision of the corporation's Certificate of Incorporation inconsistent with paragraphs 56 or 57 of these bylaws shall reduce, eliminate or adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the effectiveness of such amendment, repeal or adoption.

SEABOARD CORPORATION
EXECUTIVE RETIREMENT PLAN
2005 AMENDMENT AND RESTATEMENT

                        TABLE OF CONTENTS





ARTICLE I. PURPOSE AND BACKGROUND                              1
ARTICLE II. DEFINITIONS                                        1
 2.1.   Accrued Benefit                                        1
 2.2.   Actuarial Equivalent                                   1
 2.3.   Actuarial Value                                        2
 2.4.   Board                                                  2
 2.5.   Change of Control                                      2
 2.6.   Code                                                   3
 2.7.   Committee                                              3
 2.8.   Company                                                3
 2.9.   Covered Compensation                                   3
 2.10.  Disability Retirement Date                             3
 2.11.  Early Retirement Date                                  3
 2.12.  Earnings                                               3
 2.13.  Effective Date                                         4
 2.14.  Executive Deferred Compensation Plan                   4
 2.15.  Eligible Spouse                                        4
 2.16.  Final Average Earnings                                 4
 2.17.  Inactive Participant                                   4
 2.18.  Interest Rate                                          4
 2.19.  Investment Option Plan                                 4
 2.20.  Key Participant                                        4
 2.21.  Nonqualified Deferred Compensation Plan                4
 2.22.  Normal Retirement Date                                 4
 2.23.  Participant                                            5
 2.24.  Participation Date                                     5
 2.25.  Pension Plan                                           5
 2.26.  Plan                                                   5
 2.27.  Plan Administrator                                     5
 2.28.  Plan Year or Year                                      5
 2.29.  Related Company                                        5
 2.30.  Separation Date                                        5
 2.31.  Separation from Service                                5
 2.32.  Years of Service                                       5
 2.33.  Years of Accrual Service                               5
ARTICLE III. PARTICIPATION                                     5
 3.1.   Participation Date                                     5
 3.2.   Cessation of Participation                             6
 3.3.   Inactive Participants                                  6
 3.4.   Participation not Contract of Employment               6

ARTICLE IV. RETIREMENT BENEFITS                                6
 4.1.   Determination of Accrued Benefit                       6
 4.2.   Early Retirement Accrued Benefit                       8
ARTICLE V. PAYMENT OF BENEFITS                                 8
 5.1.   Fully Vested Benefits                                  8
 5.2.   Forfeitures                                            8
 5.3.   Commencement of Payment                                8
 5.4.   Method of Payment                                      9
 5.5.   Participant Elections of Method of Payment            11
 5.6.   Participant Elections of Payment Date                 12
 5.7.   Death Benefit                                         12
 5.8.   Determination of Beneficiary                          12
ARTICLE VI. FUNDING                                           13
 6.1.   Unfunded Plan                                         13
ARTICLE VII. WITHHOLDING OF TAXES                             13
 7.1.   Tax Withholding                                       13
ARTICLE VIII. PLAN ADMINISTRATOR                              13
 8.1.   Membership and Authority                              13
 8.2.   Delegation                                            14
 8.3.   Information to be Furnished                           14
 8.4.   Plan Administrator's Decision Final                   14
 8.5.   Remuneration and Expenses                             14
 8.6.   Indemnification of Committee Member                   14
 8.7.   Resignation or Removal of Committee Member            14
 8.8.   Interested Committee Member                           15
ARTICLE IX. CLAIMS PROCEDURE                                  15
 9.1.   Claim                                                 15
 9.2.   Denial of Claim                                       15
 9.3.   Review of Claim                                       15
 9.4.   Final Decision                                        15
ARTICLE X. AMENDMENTS OR TERMINATION OF THE PLAN              15
 10.1.  Board                                                 15
 10.2.  Deemed Amendment                                      16
ARTICLE XI. MISCELLANEOUS                                     16
 11.1.  Captions                                              16
 11.2.  Company Action                                        16
 11.3.  Company Records                                       16
 11.4.  Evidence                                              16
 11.5.  Gender and Number                                     16
 11.6.  Governing Law                                         16
 11.7.  Nonassignability                                      16
 11.8.  Participant Cooperation                               17
 11.9.  Successors                                            17
 11.10. Unsecured General Creditor                            17
 11.11. Validity                                              17
 11.12. Waiver of Notice                                      17

ADDENDUM A - PARTICIPANTS                                     17
ADDENDUM B - PRIOR CASH PAYMENTS                              19
ADDENDUM C - PRE-1997 FROZEN BENEFITS                         21
ADDENDUM D - PARTICIPANTS WITH INDIVIDUAL SERP AGREEMENTS     22

SEABOARD CORPORATION
EXECUTIVE RETIREMENT PLAN
2005 AMENDMENT AND RESTATEMENT

ARTICLE I.
PURPOSE AND BACKGROUND

Seaboard Corporation (the "Company") adopted the Seaboard Corporation Executive Retirement Plan effective January 1, 1994, which plan was restated and amended in its entirety effective January 1, 1997, and was again amended and restated in its entirety effective November 5, 2004. The Company now hereby again amends and restates said plan in its entirety, effective January 1, 2005 (the "Effective Date"), and the name of said amended and restated plan shall be the "Seaboard Corporation Executive Retirement Plan 2005 Amendment and Restatement" (the "Plan").

The purpose of the Plan is to aid in retaining and attracting certain key employees of Seaboard Corporation and participating affiliated companies by providing to them supplemental retirement income. The Plan is intended to be an arrangement that is unfunded and maintained primarily for the purpose of providing supplemental retirement benefits to a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended, and the Plan shall be interpreted and administered in a manner consistent with this intent.

The purpose of this amendment and restatement of the Plan is to coordinate the Plan provisions with other deferred compensation arrangements sponsored by the Company. The purpose of this amendment and restatement of the Plan also is to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Plan shall be interpreted and administered in a manner consistent with this intent. The provisions of this amended and restated Plan shall apply to all Participants in the Plan who separate from service with the Company on or after the Effective Date (except as otherwise provided on Addendum A attached hereto). The benefits under the Plan of all Participants who separate from service with the Company prior to the Effective Date will be determined based upon the provisions of the Plan in effect at the time of such Separation from Service (except as otherwise provided on Addendum A attached hereto).

ARTICLE II.
DEFINITIONS

For the purpose of this Plan, the following words and phrases shall have the meaning indicated, unless the context clearly indicates otherwise:

2.1. Accrued Benefit means a Participant's benefit determined as of a particular time under the provisions of this Plan.

2.2. Actuarial Equivalent means a form of benefit differing in time, period or manner of payment from a specified payment form, but having equivalent value when computed using an

interest rate of 8% per year compounded annually and the 1983 Group Annuity Mortality Table. It is the intent that at all times reasonable actuarial assumptions be used to determine an actuarial equivalent form of benefit hereunder. Accordingly, the Committee is authorized to amend the Plan to change the actuarial assumptions under this Section 2.2 at any time deemed advisable by the Committee based upon the advice of the actuary providing actuarial services to the Plan.

2.3. Actuarial Value means the lump sum equivalent value of a Participant's Accrued Benefit payable at his Normal Retirement Date and determined by using (a) the annual interest rate on 30- year Treasury securities as specified by the Commissioner for the month of November preceding the Plan Year in which payment to the Participant is made, and (b) the applicable mortality table used for purposes of satisfying the requirements of Code
Section 417(e).

2.4. Board means the Board of Directors of Seaboard Corporation.

2.5. Change of Control means an event or transaction which results in one or more of the following and which constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Code Section 409A:

(a) The acquisition by any unrelated person or entity of more than fifty percent (50%) of either the outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors;

(b) The sale to an unrelated person or entity of Company assets that have a total gross fair market value of more than eighty-five percent (85%) of the total gross fair market value of all of the assets of the Company immediately prior to such sale;

(c) The approval by the shareholders of the Company of a reorganization, merger or consolidation with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of the directors of the reorganized, merged or consolidated entity's then outstanding voting securities; or

(d) The acquisition by any person or entity (other than by any descendant of Otto Bresky, Senior or any trust established primarily for the benefit of any descendant of Otto Bresky, Senior or any other related person or entity) of more than fifty percent (50%) of either the membership interests or the combined voting power of Seaboard Flour, LLC.

For purposes of determining whether there has been a Change of Control under this Section 2.5, the attribution of ownership rules under Code Section 318(a) shall apply. Also for purposes of determining whether there has been a Change of Control, "Company" means only Seaboard Corporation and any successors to the business of Seaboard Corporation.

2.6. Code means the Internal Revenue Code of 1986, as amended from time to time. References to any Section of the Internal Revenue Code shall include any successor provision thereto.

2.7. Committee means the committee, if any, appointed to administer this Plan pursuant to Article VIII.

2.8. Company means Seaboard Corporation, a Delaware corporation, and any of its subsidiaries or affiliates that are participating in this Plan, and any successors to the business of Seaboard Corporation and such participating subsidiaries or affiliates.

2.9. Covered Compensation has the same meaning as such term has in the Pension Plan.

2.10. Disability Retirement Date means the date the Participant has a Separation from Service because of disability, irrespective of the Participant's age. A Participant will be considered disabled if the Participant is disabled for purposes of the Pension Plan.

2.11. Early Retirement Date means the date as of which a Participant has both (a) completed ten (10) Years of Service and
(b) been a Participant for five (5) Years.

2.12. Earnings with respect to any particular Year means:
(a) the total salary and bonus received by the Participant from the Company for the Participant's services during such Year; (b) the amount of any elective contributions made by the Participant in such Year pursuant to a plan maintained by the Company where such amount is not includable in gross income in such Year under the provisions of Code Sections 125, 401(k) or
132(f); (c) the amount of the compensation reduction of a Participant effective for such Year under the Investment Option Plan; (d) the amount of the Participant's compensation otherwise payable to the Participant in such Year that is instead deferred and credited to an account for the benefit of the Participant with respect to such Year under the Executive Deferred Compensation Plan; (e) the amount of any Company discretionary contribution attributable to such Year that is credited to an account for the benefit of the Participant under the Executive Deferred Compensation Plan; and (f) the amount credited to an account for the benefit of the Participant pursuant to a deferral election of the Participant applicable for such Year under the Nonqualified Deferred Compensation Plan.

Earnings with respect to any particular Year shall not include: (a) reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses and welfare benefits, whether or not taxable to the Participant; (b) any benefits of the Participant accrued or paid under this Plan whether before or after the Effective Date; (c) any amount received upon the exercise of an option granted to the Participant under the Investment Option Plan; (d) any amounts credited to an account for the benefit of the Participant, and any amounts paid with respect to any such account, under the Executive Deferred Compensation Plan, except the amounts described in clauses (d) and (e) of the preceding paragraph of this Section 2.12; (e) any amounts credited to an account for the benefit of the Participant, and any amounts paid with respect to any such account, under the Nonqualified Deferred Compensation Plan, except the amount described in clause (f) of the preceding paragraph of this Section 2.12; (f) any amounts accrued or paid with respect to the Participant under any individual retirement arrangement

identified on Addendum D; and (g) any benefits of the Participant accrued or paid under any retirement plan qualified under Code
Section 401(a), except any elective contributions described in clause (b) of the preceding paragraph of this Section 2.12.

2.13. Effective Date means the effective date of this Plan, which is January 1, 2005.

2.14. Executive Deferred Compensation Plan means the Seaboard Executive Deferred Compensation Plan, adopted by Seaboard Corporation effective January 1, 1999, as most recently amended and restated effective January 1, 2005, and as hereafter amended from time to time.

2.15. Eligible Spouse means the spouse of a Participant to whom the Participant was married on the date payment of the Participant's vested Accrued Benefit commences, or, if earlier, on the date of the Participant's death. The length of the marriage prior to either of such dates shall not be taken into consideration.

2.16. Final Average Earnings has the same meaning as such term has in the Pension Plan at the applicable date (which is the Participant's Separation Date for purposes of determining the Participant's vested Accrued Benefit upon Separation from Service), except that Final Average Earnings will be determined by using the definition of Earnings set forth herein.

2.17. Inactive Participant means a Participant who is no longer accruing a benefit under the Plan because either (a) the President or a Senior Vice President of the Company has determined in his sole discretion that the Participant shall no longer accrue a benefit under the Plan because the Participant no longer satisfies criteria for participation as determined by the President or a Senior Vice President in his sole discretion, or (b) the Participant has had a Separation from Service.

2.18. Interest Rate means the Moody's AAA Seasoned Bond Index average rate as of the first business day of the Plan Year containing the period for which the interest amount payable hereunder is to be determined.

2.19. Investment Option Plan means the Seaboard Corporation Investment Option Plan, adopted by Seaboard Corporation effective December 1, 2000, as amended from time to time. The Investment Option Plan is now frozen.

2.20. Key Participant means a Participant who is a specified employee within the meaning of Code Section 409A (generally a specified employee for this purpose is a key employee as defined in Code Section 416(i) but without regard to Code Section 416(i) (5)).

2.21. Nonqualified Deferred Compensation Plan means the Seaboard Corporation Nonqualified Deferred Compensation Plan, adopted by Seaboard Corporation effective September 1, 2005, and as hereafter amended from time to time.

2.22. Normal Retirement Date means the first day of the calendar month coinciding with or next following the date the Participant attains age sixty-two (62).

2.23. Participant means any individual who is designated as a Participant in the Plan as provided in Section 3.1 and who has not ceased to be a Participant under Section 3.2.

2.24. Participation Date means the date an employee becomes a Participant as provided in Section 3.1.

2.25. Pension Plan means the Seaboard Corporation Pension Plan, a retirement plan qualified under Code Section 401(a) and sponsored by Seaboard Corporation, as amended from time to time.

2.26. Plan means the Seaboard Corporation Executive Retirement Plan 2005 Amendment and Restatement as set forth herein and as amended from time to time.

2.27. Plan Administrator means the Committee, if any, but if at any time there is no Committee acting hereunder then the Plan Administrator will be Seaboard Corporation.

2.28. Plan Year or Year means the 12-month period beginning January 1 and ending December 31.

2.29. Related Company means any corporation which is a member of a controlled group of corporations (as defined in Code
Section 414(b)) that includes the Company.

2.30. Separation Date means the date the Participant has a Separation from Service.

2.31. Separation from Service means ceasing to be employed by the Company or any Related Company for any reason, and having a separation from service within the meaning of Code
Section 409A.

2.32. Years of Service at any particular time means the years of service the Participant has at that time as determined under the Pension Plan for vesting purposes.

2.33. Years of Accrual Service at any particular time means Years of Accrual Service at that time as determined under the Pension Plan, except that Years of Accrual Service shall be determined (a) based upon all hours of service with either the Company or a Related Company whether or not the Participant was a Participant in the Plan at the time of such service, (b) without applying the maximum limit of 35 Years of Accrual Service under the Pension Plan, and (c) without applying the Pension Plan's exclusion of service during any period from January 1, 1994 through January 1, 1997 that the Participant was accruing benefits under either this Plan or any predecessor plan that merged into this Plan. Notwithstanding the preceding sentence, Years of Accrual Service will not include any service for an entity occurring prior to the time the entity became a Related Company.

ARTICLE III.
PARTICIPATION

3.1. Participation Date. All persons who are Participants immediately prior to the Effective Date will remain Participants as of the Effective Date, and the Participation Date of any

such Participant is that date prior to the Effective Date that he became a Participant. An employee of the Company who is not a Participant on the Effective Date, and who is determined by the President or a Senior Vice President of the Company to be a member of a select group of management or highly compensated employees, will become a Participant if he is designated as a Participant by the President or a Senior Vice President of the Company. Such employee's Participation Date will be the date specified by the President or a Senior Vice President of the Company. Commencement of participation does not guarantee any Participant continued active participation hereunder. Those employees who are Participants in the Plan as of the Effective Date of this 2005 amendment and restatement are listed on Addendum A attached hereto.

3.2. Cessation of Participation. A Participant will cease to be a Participant when he no longer has an Accrued Benefit.

3.3. Inactive Participants. An Inactive Participant will have a frozen Accrued Benefit hereunder. If at any time the frozen Accrued Benefit of an Inactive Participant is zero, then the Inactive Participant will no longer have an Accrued Benefit and will cease to be a Participant.

3.4. Participation not Contract of Employment. The Plan does not constitute a contract of employment, and participation in the Plan will not give any Participant the right to continue in the employ of or provide services to the Company, or interfere in any way with the right of the Company to terminate the employment of the Participant or give any right or claim to any benefit under the terms of the Plan unless such right or claim is specifically vested under the terms of the Plan.

ARTICLE IV.
RETIREMENT BENEFITS

4.1. Determination of Accrued Benefit. A Participant's Accrued Benefit is a benefit payable in the form of a single life annuity commencing on the Participant's Normal Retirement Date (or the Participant's Separation Date if later than his Normal Retirement Date) in an annual amount equal to the excess of (1) the sum of (a) (the "Pre-Participation Service Benefit") and (b) (the "Post-Participation Service Benefit") below, over
(2) the sum of (c) (the "Pension Plan Offset"), (d) (the "Prior Cash Payment Offset"), (e) (the "Prior SERP Frozen Benefit Offset"), and (f) (the "Individual SERP Agreement Offset") below; provided, however, in no event shall the Participant's Accrued Benefit be less than the amount of the Participant's Accrued Benefit immediately prior to the Effective Date.

(a) Pre-Participation Service Benefit. A Participant's Pre- Participation Service Benefit will be determined taking into account only the Participant's Years of Accrual Service as of his Participation Date ("Pre-Participation Years of Accrual Service") and will be an amount equal to the sum of:

(i) .65% of his Final Average Earnings multiplied by his Pre-Participation Years of Accrual Service; and

(ii) .50% of his Final Average Earnings in excess of Covered Compensation multiplied by his Pre-Participation Years of Accrual Service.

(b) Post-Participation Service Benefit. A Participant's Post-Participation Service Benefit will be determined taking into account the Participant's Years of Accrual Service after the Participant's Participation Date ("Post-Participation Years of Accrual Service") and will be an amount equal to 2.5% of his Final Average Earnings multiplied by his Post-Participation Years of Accrual Service.

(c) Pension Plan Offset. The amount of a Participant's Pension Plan Offset is the Actuarial Equivalent of the Participant's accrued benefit as defined in the Pension Plan, determined as if such benefit were payable in the form of a single life annuity that commences on the Participant's Normal Retirement Date or, if later, the Participant's Separation Date.

(d) Prior Cash Payment Offset. This offset applies only to those Participants who received one or more cash payments under the provisions of the Plan in effect from January 1, 1994 through January 1, 1997. The amount of the Prior Cash Payment Offset is the Actuarial Equivalent of the benefit satisfied with such cash payments, determined as if such benefit were payable in the form of a single life annuity that commences on the Participant's Normal Retirement Date or, if later, the Participant's Separation Date. The name of each Participant who received one or more such cash payments and the benefit satisfied with such cash payment or payments are listed on Addendum B attached hereto.

(e) Prior SERP Frozen Benefit Offset. This offset applies only to those Participants who were participants under the Plan as in effect prior to 1997 and have a frozen accrued benefit under the Plan at that time payable as a 10 year certain and continuous annuity. The amount of the Prior SERP Frozen Benefit Offset is the Actuarial Equivalent of such frozen accrued benefit, determined as if such benefit were payable in the form of a single life annuity that commences on the Participant's Normal Retirement Date or, if later, the Participant's Separation Date. The name of each Participant who has such a frozen accrued benefit and the amount of such frozen accrued benefit are listed on Addendum C attached hereto.

(f) Individual SERP Agreement Offset. This offset applies only to those Participants who have an individual supplemental retirement arrangement with the Company. The amount of the Individual SERP Agreement Offset is the Actuarial Equivalent of the benefit under the individual supplemental retirement arrangement, determined as if such benefit were payable in the form of a single life annuity that commences on the Participant's Normal Retirement Date or, if later, the Participant's Separation Date. The name of each Participant who has such an individual retirement arrangement with the Company is listed on Addendum D attached hereto.

4.2. Early Retirement Accrued Benefit. A Participant's Accrued Benefit on or after the Participant's Early Retirement Date (regardless of whether the Participant's Separation from Service occurs before or after the Participant's Early Retirement Date) and prior to the Participant's Normal Retirement Date will be an early retirement Accrued Benefit. The Participant's early retirement Accrued Benefit determined as of a date that is on or after the date the Participant attains age 55 will equal the Participant's Accrued Benefit as determined under
Section 4.1, reduced by 4% for each year by which the date of the determination of such Participant's early retirement Accrued Benefit precedes the Participant's Normal Retirement Date. The Participant's early retirement Accrued Benefit determined as of a date that is prior to the date the Participant attains age 55 will equal the actuarial equivalent, as of such determination date, based on the interest and mortality tables then applicable under Section 2.3, of the Participant's early retirement Accrued Benefit at age 55 as determined in accordance with the preceding sentence.

ARTICLE V.
PAYMENT OF BENEFITS

5.1. Fully Vested Benefits. A Participant will be fully vested in the Participant's Accrued Benefit upon the first to occur of:

(a) The Participant's Normal Retirement Date if the Participant is an employee of the Company or a Related Company on the Participant's Normal Retirement Date; or

(b) The Participant's disability if such disability occurs while the Participant is an employee of the Company or a Related Company; or

(d) The Participant's completion of five Years of Service; or

(e) A Change of Control.

5.2. Forfeitures. If the Participant does not have a vested Accrued Benefit under the provisions of Section 5.1 upon the Participant's Separation Date, then the Participant's Accrued Benefit will be forfeited.

5.3. Commencement of Payment. If the Participant's vested Accrued Benefit is paid in the form of an annuity as hereinafter provided, then payment will commence as soon as practical after the later of the Participant's Separation Date or the date the Participant attains age sixty-two (62); provided, however, if the Participant is eligible for an early retirement benefit as provided in Section 4.2, then payment will commence as soon as practical following the later of the Participant's Separation Date or the date the Participant attains age 55, or at such later date as applicable under Section 5.6. If the Participant's vested Accrued Benefit is paid in the form of a lump sum as hereinafter provided, then payment will be made as soon as practical following the Participant's Separation from Service, or, if applicable, as soon as practical after a Change of Control, or at such later date as applicable under Section 5.6. If the Participant's vested Accrued

Benefit is paid in the form of installments as hereinafter provided, then payment will commence as soon as practical following the Participant's Separation from Service, or at such later date as applicable under Section 5.6. Notwithstanding the preceding provisions of this Section 5.3 or any other provisions of the Plan to the contrary, payment of the vested Accrued Benefit of a Key Participant that is made on account of the Key Participant's Separation from Service will not commence prior to the earlier of (a) the date which is six (6) months after the date of the Key Participant's Separation from Service, or (b) the death of the Key Participant. The restriction in the preceding sentence will not apply to a payment to a Key Participant that is made on account of a Change of Control.

5.4. Method of Payment. The Participant's vested Accrued Benefit will be paid in one of the following methods:

(a) Lump Sum Payment: A lump sum payment is a single cash payment in an amount equal to the Actuarial Value of the Participant's vested Accrued Benefit determined as of the payment date; provided, however, if the Participant is eligible to receive an early retirement benefit under Section 4.2, then the amount of a single lump sum payment to the Participant will equal the present value determined as of the payment date of the Participant's early retirement benefit under Section 4.2 payable in the form of a single life annuity commencing on the payment date and determined by using the interest and mortality tables then applicable for purposes of determining Actuarial Value. The Participant's vested Accrued Benefit will always be paid in a lump sum payment if as of the commencement date determined under Section 5.3 the dollar amount of the lump sum payment is less than or equal to the sum of $50,000. Subject to the Participant's right to elect another method of payment under Section 5.5, the Participant's vested Accrued Benefit also will be paid in the form of a lump sum payment if the date of the Participant's Separation from Service is on or after the later of (i) November 4, 2009, or (ii) five (5) years after the Participant's Participation Date. Also, if not otherwise paid in a lump sum payment under the provisions of the preceding sentence, and subject to the Participant's right to elect another method of payment under Section 5.5, the Participant's vested Accrued Benefit will be paid in a lump sum payment if the Participant is involuntarily terminated, or if the Participant's Separation Date is on or after his Normal Retirement Date. A Participant's vested Accrued Benefit will always be paid in a lump sum upon a Change of Control whether or not the Participant then has a Separation from Service. If a Change of Control occurs after a Participant has had a Separation from Service and has commenced to receive payment in the form of an annuity, then the lump sum payment to be made under the preceding sentence shall be in an amount equal to the Actuarial Value of the Participant's unpaid annuity determined as of the date of the lump sum payment;

(b) Installment Payments: Installment payments are five annual payments in a five-consecutive-year period. The principal amount of each payment is equal to one fifth of the amount that would be paid to the Participant on the date the installment payments commence if instead the payment on that date were a lump

sum payment as determined under Section 5.4(a). Each installment payment will also include interest on the aggregate amount of the unpaid installments determined by applying the Interest Rate. If the Participant is eligible to receive his vested Accrued Benefit in the form of a lump sum, and if the dollar amount of the lump sum payment determined under Section 5.4(a) is greater than the sum of $50,000, then the Participant's benefit payment will be made in the form of installment payments if elected by the Participant in accordance with the provisions of Section 5.5.

(c) Annuity Payment: An annuity is payment in one of the forms described in the subparagraphs under this paragraph (c) that is the Actuarial Equivalent of the Participant's vested Accrued Benefit. If the Participant is not eligible to receive his vested Accrued Benefit in the form of a lump sum payment under the provisions of the preceding paragraph (a), then the Participant's vested Accrued Benefit will be paid in the form o f either the annuity described in subparagraph (i) below, or the annuity described in subparagraph (ii) below, whichever applicable. If the Participant is eligible to receive his vested Accrued Benefit in the form of a lump sum, and if the payment in a lump sum is not mandatory hereunder, then the Participant's benefit payment will be made in one of the annuity forms described in the following subparagraphs if elected by the Participant in accordance with the provisions of Section 5.5; provided, however, if the Participant has an Eligible Spouse at the time the election is made and elects a joint and survivor annuity payment, but does not have an Eligible Spouse at the time benefit payments commence, then benefit payments will be made in the form of a single life annuity unless the Participant elects a single life annuity with a ten (10) year term certain in accordance with the provisions of Section 5.5.

(i) Single Life Annuity. A single life annuity is the Actuarial Equivalent of the Participant's vested Accrued Benefit payable in annual payments to the Participant for the lifetime of the Participant. If the Participant is not eligible to receive his vested Accrued Benefit in the form of a lump sum payment under the provisions of the preceding subparagraph (a), and if the Participant has no Eligible Spouse on the date payment of the Participant's benefit commences, then payment of the Participant's vested Accrued Benefit will be in the form of a single life annuity.

(ii) 50% Joint and Survivor Annuity. A 50% joint and survivor annuity is the Actuarial Equivalent of the Participant's vested Accrued Benefit payable in annual payments to the Participant for the lifetime of the Participant and to the Participant's Eligible Spouse upon the Participant's death for the lifetime of the Participant's Eligible Spouse, with each payment to the Participant's Eligible Spouse being 50% of the amount of each payment to the Participant. If the Participant is not eligible to receive his vested Accrued Benefit in the form of a lump sum payment under the provisions of the preceding subparagraph (a), and if the Participant has an Eligible Spouse on the date payment of the Participant's

benefit commences, then payment of the Participant's vested Accrued Benefit will be in the form of a 50% joint and survivor annuity.

(iii) Single Life Annuity with 10 Year Term Certain. A single life annuity with a ten (10) year term certain is a single life annuity described in subparagraph (i) above with a guaranteed payment term of ten (10) years.

(iv) 75% Joint and Survivor Annuity. A 75% joint and survivor annuity is the Actuarial Equivalent of the Participant's vested Accrued Benefit payable in annual payments to the Participant for the lifetime of the Participant and to the Participant's Eligible Spouse upon the Participant's death for the lifetime of the Participant's Eligible Spouse, with each payment to the Participant's Eligible Spouse being 75% of the amount of each payment to the Participant.

(v) 100% Joint and Survivor Annuity. A 100% joint and survivor annuity is the Actuarial Equivalent of the Participant's vested Accrued Benefit payable in annual payments to the Participant for the lifetime of the Participant and to the Participant's Eligible Spouse upon the Participant's death for the lifetime of the Participant's Eligible Spouse, with each payment to the Participant's Eligible Spouse being 100% of the amount of each payment to the Participant.

5.5. Participant Elections of Method of Payment. A Participant may elect a method of payment of the Participant's vested Accrued Benefit other than the method provided in the Plan; provided, however, a Participant's method of payment election will not be effective if a different method of payment is mandatory under the provisions of the Plan. A method of payment election must be made in accordance with subparagraphs
(a) and (b) of this Section 5.5. A method of payment election must be made on a form provided by the Committee and will not be validly made until delivered to the Committee.

(a) Initial Elections: An Employee who is a Participant in the Plan on December 31, 2006, must make the initial method of payment election on or before December 31, 2006; provided, however, in no event may a method of payment election made in 2006 either (i) result in the deferral to a subsequent Year of the payment of any amount otherwise to be paid in 2006, or (ii) accelerate to 2006 a payment otherwise to be made in a later Year. An Employee who becomes a Participant after December 31, 2006, must make the method of payment election on or before the Employee's Participation Date. Any Participant who does not elect a method of payment is deemed to have elected the method otherwise provided in the Plan.

(b) Subsequent Elections: Except as hereafter provided in this subparagraph (b), a Participant's method of payment election is irrevocable. If a Participant has elected in accordance with the provisions of the preceding subparagraph (a) of this Section 5.5 that the method of payment of the Participant's vested Accrued Benefit will be an annuity, and if payment of the Participant's vested Accrued Benefit in a particular method of payment is not mandatory, then at any time prior to the time the first annuity payment to the Participant is made, the Participant

may elect to change the form of annuity to another form of annuity provided under the provisions of subparagraph (c) of Section 5.4. Such election shall be made by an instrument in writing signed by the Participant and delivered to the Committee

5.6. Participant Elections of Payment Date. A Participant may elect that the Participant's vested Accrued Benefit be paid, or that payment commence, on a date later than the payment date otherwise provided in the Plan. A Participant's payment date election under this Section 5.6 is irrevocable. However, a Participant's payment date election will not be effective if a different payment date or payment commencement date is mandatory under the provisions of Section 5.3. A payment date election by the Participant must be made on a form provided by the Committee and will not be validly made until delivered to the Committee. An Employee who is a Participant in the Plan on December 31, 2006, must make the payment date election on or before December 31, 2006; provided, however, in no event may a payment date election made in 2006 either (i) result in the deferral to a subsequent Year of the payment of any amount otherwise to be paid in 2006, or (ii) accelerate to 2006 a payment otherwise to be made in a later Year. An Employee who becomes a Participant after December 31, 2006, must make a payment date election on or before the Employee's Participation Date. Any Participant who does not make a payment date election as described in this subparagraph will be deemed to have elected the payment date provided in the Plan.

5.7. Death Benefit. If the Participant dies prior to the commencement of payment of Participant's Accrued Benefit, then the Participant's vested Accrued Benefit will be paid to the Participant's beneficiary as determined under Section 5.8 as soon as practical after the Participant's death in the form of a lump sum payment. If the Participant dies after the payment or commencement of payment of the Participant's Accrued Benefit, no further payments will be made hereunder with respect to the Participant and the Participant's benefits hereunder shall be deemed to be fully paid; provided, however, that if at the time of the Participant's death, the Participant's Accrued Benefit was being paid in the form of a single life annuity with a ten (10) year term certain and all of the guaranteed payments had not been made, or in the form of installment payments and all of the installment payments had not been made, then the remaining guaranteed payments or installment payments will be paid to the Participant's beneficiary as determined under Section 5.8; and provided, further, that if at the time of the Participant's death, the Participant's Accrued Benefit was being paid in the form of a joint and survivor annuity, then if the Participant's Eligible Spouse survives the Participant, the survivor annuity benefit will be paid to the Participant's Eligible Spouse until the death of the Participant's Eligible Spouse.

5.8. Determination of Beneficiary. Each Participant from time to time may designate any person or persons, trust, estate or charitable institution (who may be designated concurrently or contingently) to whom the Participant's vested Accrued Benefit under the Plan will be paid if the Participant dies prior to the payment or commencement of payment of the Participant's Accrued Benefit or if the Participant dies after the commencement of payment in the form of a single life annuity with a ten (10) year term certain or in the form of installments and prior to the completion of such guaranteed payments or installments. A beneficiary designation will be effective only if filed in writing with the Plan Administrator while the

Participant is alive. The Participant's beneficiary will be the beneficiary designated on the last such written designation filed by the Participant prior to the Participant's death.

If a Participant fails to validly designate a beneficiary, then the Participant's beneficiary will be the Participant's Eligible Spouse, but if the Participant is not survived by an Eligible Spouse then the Participant's beneficiary will be the personal representative of the Participant's estate; provided, however, if the Participant does not otherwise have a probate estate, the Plan Administrator may pay the Participant's vested Accrued Benefit to such person or persons whom the Plan Administrator determines, in the Plan Administrator's sole and absolute discretion, would be the beneficiaries in a probate proceeding, and the Plan Administrator shall have no liability to any person for any such determination.

ARTICLE VI.
FUNDING

6.1. Unfunded Plan. This Plan is an unfunded plan for income tax purposes and for purposes of Title I of ERISA. The Company may from time to time deposit assets in a trust established by the Company that is subject to the creditors of the Company but which assets must otherwise be used for the purpose of paying Accrued Benefits hereunder. In the event of a Change of Control, the Company will, as soon as practical following such Change of Control, deposit or cause to be deposited in such trust assets of an amount sufficient (as determined by the actuary of the Pension Plan) to pay all vested Accrued Benefits of the Participants as determined as of the first day following such Change of Control.

ARTICLE VII.
WITHHOLDING OF TAXES

7.1. Tax Withholding. The Company has the right to retain and withhold from any payment of benefits hereunder the amount of taxes required by any government to be withheld or otherwise be deducted and paid with respect to such payment.

ARTICLE VIII.
PLAN ADMINISTRATOR

8.1. Membership and Authority. The Board may appoint, or delegate the appointment of, a Committee to act as Plan Administrator. In the event a Committee is acting as Plan Administrator, the Committee shall act by a majority of its members except to the extent it has delegated responsibilities hereunder. The Plan Administrator shall have the following powers, rights and duties in addition to those vested in it elsewhere in the Plan:

(a) To adopt such rules of procedure and regulations as, in its opinion, may be necessary for the proper and efficient administration of the Plan and as are consistent with the provisions of the Plan.

(b) To enforce the Plan in accordance with its terms and with such applicable rules and regulations as may be adopted.

(c) To construe and interpret the Plan in the Plan Administrator's sole discretion, and to determine all questions arising under the Plan, including the power to determine the rights of Participants and their beneficiaries and the amount of their respective benefits.

(d) To maintain and keep adequate records concerning the Plan and concerning its proceedings and acts in such form and detail as the Plan Administrator may decide.

(e) To direct all payments of benefits under the Plan.

8.2. Delegation. In exercising its authority to control and manage the operation and administration of the Plan, the Plan Administrator may employ agents and counsel (who may also be employed by the Company) and delegate to them such powers as the Plan Administrator deems desirable.

8.3. Information to be Furnished. The Company shall furnish the Plan Administrator or its delegees such data and information as may be required. The records of the Company as to an employee's or Participant's period of employment, Separation from Service and the reason therefore, leave of absence and compensation will be conclusive on all persons unless determined to be incorrect.

8.4. Plan Administrator's Decision Final. Any interpretation of the Plan and any decision on any matter within the discretion of the Plan Administrator made in good faith is binding on all persons. A misstatement or other mistake of fact shall be corrected when it becomes known, and the Plan Administrator shall make such adjustment on account thereof as it considers equitable and practicable.

8.5. Remuneration and Expenses. No remuneration shall be paid to the Plan Administrator (or any Committee member) for services hereunder. All expenses of the Plan Administrator (or a Committee member) incurred in the performance of the administration of the Plan shall be reimbursed by the Company.

8.6. Indemnification of Committee Member. The Committee and the individual members thereof shall be indemnified by the Company against any and all liabilities, losses, costs, and expenses (including fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Committee or the members by reason of the performance of a Committee function if the Committee or such members did not act dishonestly or in willful or negligent violation of the law or regulations under which such liability, loss, cost or expense arises.

8.7. Resignation or Removal of Committee Member. A Committee member may resign at any time by giving ten (10) days advance written notice to the Company and the other Committee members. The Company may remove a Committee member by giving advance written notice to him or her, and the other Committee members.

8.8. Interested Committee Member. A member of the Committee may not decide or determine any matter or question concerning his or her own benefits under the Plan.

ARTICLE IX.
CLAIMS PROCEDURE

9.1. Claim. Any person claiming a benefit, requesting an interpretation or ruling under the Plan, or requesting information under the Plan shall present the request in writing to the Committee which shall respond in writing as soon as practicable.

9.2. Denial of Claim. If the claim or request is denied, the written notice of denial shall be made within ninety (90) days of the date of receipt of such claim or request by the Committee and shall state:

(a) The reason for denial, with specific reference to the Plan provisions on which the denial is based.

(b) A description of any additional material or information required and an explanation of why it is necessary.

9.3. Review of Claim. Any person whose claim or request is denied or who has not received a response within ninety (90) days may request review by notice given in writing to the Committee within sixty (60) days of receiving a response or one hundred fifty (150) days from the date the claim was received by the Committee. The claim or request shall be reviewed by the Committee who may, but shall not be required to, grant the claimant a hearing. On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing.

9.4. Final Decision. The decision on review shall normally be made within sixty (60) days after the Committee's receipt of a request for review. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be one hundred twenty
(120) days after the Committee's receipt of a request for review. The decision shall be in writing and shall state the reasons and relevant plan provisions. All decisions on review shall be final and bind all parties concerned.

ARTICLE X.
AMENDMENTS OR TERMINATION OF THE PLAN

10.1. Board. The Board may, at any time or times, amend the Plan, pursuant to written resolution adopted by the Board; provided, however, no amendment shall be effective to decrease the amount of any Participant's Accrued Benefit which, at the time of the amendment, was fully vested hereunder, unless the Participant agrees to such amendment, and no amendment may relieve the Company of its obligation under Article VI unless all of the Participants agree to such amendment. The Board may, at any time, terminate the Plan by written resolution adopted by the Board. In the event the Board terminates the Plan, all Participants who are employees of

the Company or a Related Company at the time of such termination, will become fully vested in their Accrued Benefits. Any payment hereunder will be made as provided herein regardless of the Plan termination. In addition to the preceding amendment authority of the Board, the appropriate officers of the Company are authorized to amend the Plan from time to time as they deem advisable for purposes of complying with any provisions of the Internal Revenue Code and Treasury Regulations and any other guidance issued by the Secretary of the Treasury, and the Committee is authorized to amend the Plan as provided in
Section 2.2.

10.2. Deemed Amendment. The Secretary of the Treasury has been directed by the United States Congress to adopt regulations for the interpretation and application of Code Section 409A. Proposed regulations have been issued as of the date of the adoption of this amended and restated Plan. It is the Company's intention to amend the Plan to comply with the requirements applicable to the Plan under the Code and such regulations and other guidance as authorized under the last sentence of Section 10.1. To the extent final regulations require a further amendment to the Plan, then until such time the Plan is actually so amended, the Plan shall be deemed to be amended to the extent necessary to be in compliance with such requirements and the Plan shall be interpreted and administered accordingly.

ARTICLE XI.
MISCELLANEOUS

11.1. Captions. The captions of articles, sections, paragraphs and subparagraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

11.2. Company Action. Except as may be specifically provided herein, any action required or permitted to be taken by the Company may be taken on behalf of the Company by any officer of the Company.

11.3. Company Records. Records of the Company as to an employee's or Participant's period of employment, Separation from Service and the reason therefore, leaves of absence, reemployment and compensation will be conclusive on all persons, unless determined to be incorrect.

11.4. Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person acting on it considers pertinent and reliable, and may be signed, made or presented by the proper party or parties.

11.5. Gender and Number. Where the context permits, words in the masculine gender shall include the feminine and neuter genders, the plural shall include the singular, and the singular shall include the plural.

11.6. Governing Law. Except to the extent governed by ERISA, the provisions of this Plan shall be construed and interpreted according to the laws of the state of Delaware.

11.7. Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,

hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly hereby declared to be unassignable and nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or separation for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant's or another person's bankruptcy or insolvency.

11.8. Participant Cooperation. A Participant will cooperate with the Company by furnishing any and all information requested by the Company in order to facilitate the payment of benefits hereunder and such other action as may be requested by the Company.

11.9. Successors. The provisions of this Plan shall bind and inure to the benefit of the Company and its successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Company, and successors of any such corporation or other business entity.

11.10. Unsecured General Creditor. Participants and their beneficiaries, heirs, successors, and assigns will have no secured interest or claim in any property or assets of the Company whether or not such assets are held in a trust that may be used for the purpose of paying benefits hereunder. For purposes of the Plan, any and all of the Company's assets shall be, and remain, the general, unpledged, assets of the Company. The Company's obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future. No Company shall have any obligation under this Plan with respect to individuals other than that Company's employees.

11.11. Validity. In case any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein.

11.12. Waiver of Notice. Any notice required under the Plan may be waived by the person entitled to notice.

The Company hereby agrees to the provisions of this Plan, and, in Witness Thereof, the Company causes this Agreement to be, executed on this 6th day of March, 2006.

SEABOARD CORPORATION

By: /S/ H. Harry Bresky
    H. Harry Bresky,
    President

SEABOARD CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN

AS AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 2005

SEABOARD CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN

ARTICLE I

HISTORY, PURPOSE AND EFFECTIVE DATE

1.01 History and Purpose. Seaboard Corporation (the "Company") established the Seaboard Corporation Executive Deferred Compensation Plan ( the "Plan") effective January 1, 1999. The primary purpose of the Plan is to provide for the mandatory deferral on a pre-tax basis of salary and bonus payable with respect to a particular Year to certain designated Executives whose Compensation for the Year exceeds the maximum allowable deductible amount of compensation under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") and Treasury Regulations thereunder. The Plan is intended to constitute an unfunded "top hat" arrangement under Title I of the Employee Income Retirement Security Act of 1974 (as amended) ("ERISA").

1.02 Effective Date. The Plan is a nonqualified deferred compensation plan within the meaning of Section 409A of the Code. Accordingly, the Plan is hereby amended and restated effective January 1, 2005 for the purpose of satisfying the requirements of
Section 409A of the Code, and the Plan shall be construed and administered accordingly. This amended and restated Plan applies only to amounts deferred under the Plan after December 31, 2004. The Plan as in effect on December 31, 2004, (which has not been amended since its original effective date of January 1, 1999) will continue to apply to amounts deferred under the Plan and vested as of December 31, 2004, and earnings thereon. An Executive who was participating in the Plan as of December 31, 2004, shall continue to participate in this amended and restated Plan until the Board designates otherwise.

ARTICLE II

DEFINITIONS

2.01 Account or Account Balance. "Account" or "Account Balance" shall mean with respect to an Executive the sum of his Annual Deferral Amounts and Company Contribution Amounts designated on his behalf, if any, as adjusted for Investment Return, and reduced by distributions hereunder. This Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to an Executive pursuant to this Plan.

2.02 Annual Deferral Amount. "Annual Deferral Amount" shall mean that portion of an Executive's salary or bonus for a Year which is deferred pursuant to this Plan. In the event of an Executive's Separation from Service prior to the end of a Year, the Annual Deferral Amount

for such Year shall be the actual
amount, if any, deferred prior to the Executive's Separation from Service.

2.03 Beneficiary. "Beneficiary" shall mean the person, persons, estate or other legal entity of, or established by, an Executive entitled to receive any benefits under this Plan in the event of the Executive's death.

2.04 Board. "Board" shall mean the Board of Directors of the Company.

2.05 Change in Control. "Change in Control" shall mean with respect to any Executive an event or transaction which results in one or more of the following and which constitutes a change in control event within the meaning of Code Section 409A:

(a) the acquisition by any unrelated person or entity of more than fifty percent (50%) of either the outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors;

(b) the sale to an unrelated person or entity of Company assets that have a total gross fair market value of more than eighty-five percent (85%) of the total gross fair market value of all of the assets of the Company immediately prior to such sale; or

(c) the approval by the shareholders of the Company of a reorganization, merger, or consolidation with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger, or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of the directors of the reorganized, merged or consolidated entity's then outstanding voting securities; or

(d) the acquisition by any person or entity (other than by any descendant of Otto Bresky, Senior or any trust established primarily for the benefit of any descendant of Otto Bresky, Senior or any other related person or entity) of more than fifty percent (50%) of either the membership interests or the combined voting power of Seaboard Flour, LLC.

For purposes of determining whether there has been a Change in Control under this Section 2.05, the attribution of ownership rules under Code Section 318(a) shall apply.

2.06 Code. "Code" shall mean the Internal Revenue Code of 1986, as may be amended from time to time, and final Treasury Regulations issued thereunder.

2.07 Company. "Company" shall mean Seaboard Corporation and, for purposes of all references herein to an Executive's Compensation or his employer's deduction, shall include every member of the Company's affiliated group, as determined under
Section 1504 of the Code.

2.08 Company Contribution Amount. "Company Contribution Amount" shall mean a nonelective amount credited to an Executive's Account, at any time or times, which may be either a Company Discretionary Contribution or a Company Regular Contribution. A Company Discretionary Contribution is an amount that is credited to an Executive's Account, at any time or times, in the discretion of the Board. A Company Regular Contribution is an amount that is credited to the Account of an Executive with respect to any one or more of an Annual Deferral Amount, a Company Discretionary Contribution, or a portion of the Executive's Compensation, as herein provided.

2.09 Compensation. "Compensation" shall mean an Executive's "applicable employee remuneration" as defined in Section 162(m)(4) of the Code and final Treasury Regulations issued thereunder.

2.10 Excess Compensation. "Excess Compensation" shall mean the excess of Adjusted Compensation over the maximum amount of compensation determined pursuant to Code Section 401(a)(17) that can be taken into account under the 401(k) plan maintained by Seaboard Corporation for salaried employees for the plan year of such 401(k) plan that ends within the Year Excess Compensation is being determined hereunder. For this purpose, "Adjusted Compensation" shall mean the Executive's Compensation for a Year reduced by (a) reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, and welfare benefits; (b) any amount of taxable income recognized by the Participant upon the exercise of an option under any option plan or program maintained by the Company; and (c) any taxable income recognized by the Participant as a result of a distribution under any nonqualified deferred compensation arrangement (including this Plan), and increased by any elective contributions by the Executive to a plan maintained by the Company and not includable in gross income due to the provisions of Code Sections 125, 401(k) or 132(f).

2.11 Executive. "Executive" shall mean any member of management or highly compensated employee who is a "covered employee" under Section 162(m)(3) of the Code with respect to any Year, and who is designated by the Board to participate in the Plan for purposes of the mandatory Annual Deferral Amount under Article III, or for purposes of a Company Discretionary Contribution under Article IV, or both. An Executive who is designated by the Board to participate in the Plan for purposes of the mandatory Annual Deferral Amount shall continue to participate for such purpose each year until the Board designates otherwise or until Executive's Separation from Service. An Executive who is designated by the Board to participate in the Plan for purposes of a Company Discretionary Contribution for a particular Year shall not participate in the Plan for any other purpose except the purpose so designated and shall not participate in the Plan for any other Year except the Year as designated, unless and until a new designation is made by the Board. Executive shall also mean a former Executive for whom an Account is maintained hereunder.

2.12 Investment Return. "Investment Return" shall mean the amount that is either credited to Executive's Account or deducted from Executive's Account to reflect the positive or negative return of the investment measure or measures selected by Executive pursuant to Article V.

2.13 Matching Percentage. "Matching Percentage" shall mean the percentage used to calculate the "Employer Matching Contributions" pursuant to Section 3.02 of the Retirement Savings Plan for Seaboard Corporation, as such percentage may be amended from time to time. The Matching Percentage shall initially be 3 percent (3%).

2.14 Plan. "Plan" shall mean the Seaboard Corporation Executive Deferred Compensation Plan, as set forth herein and as amended from time to time.

2.15 Plan Administrator. "Plan Administrator" shall mean the Company or such person or persons designated by the Company to act in such capacity. No individual who participating hereunder shall have any authority with respect to the administration of the Plan.

2.16 Related Company. "Related Company" means any corporation (including the Company) which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) that includes the Company.

2.17 Separation from Service. "Separation from Service" means an Executive's separation from service with the Company and all Related Companies within the meaning of Section 409A of the Code.

2.18 Unforeseeable Emergency. "Unforeseeable Emergency" means an unanticipated emergency that is caused by an event beyond the control of the Executive that would result in severe financial hardship to the Executive resulting from (i) a sudden and unexpected illness or accident of the Executive or a dependent of the Executive, (ii) a loss of the Executive's property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive, all as determined in the sole discretion of the Plan Administrator.

2.19 Valuation Date. "Valuation Date" shall mean the last day of each calendar quarter and the date of distribution of any portion of the Executive's Account hereunder and any other date determined by the Plan Administrator in its discretion for any reason from time to time.

2.20 Year. "Year" shall mean a calendar year.

ARTICLE III

ANNUAL DEFERRAL AMOUNTS

3.01 Application and Deferral. The provisions of this Article III apply to any individual who is designated by the Board as an Executive for purposes of the Annual Deferral Amount. Any such designation will be effective commencing on the first day of the Year following the Year in which the designation is made.

3.02 Deferral. A portion of such Executive's Compensation will be deferred each Year in accordance with the terms and conditions of this Article III.

3.03 Amount of Annual Deferral. The amount of an Executive's Compensation which shall be deferred each Year under this Article III shall equal the excess of such Executive's Compensation for any Year (including any bonus that may be paid with respect to such Year in the following Year and that, but for Section 162(m) of the Code, would be deductible by the Company in such current Year) over one million dollars ($1,000,000) (or such other amount specified in Section 162(m) of the Code).

3.04 Time of Annual Deferral. Compensation shall not be deferred in any Year until the Executive has been paid Compensation with respect to such Year equal to or exceeding one million dollars ($1,000,000).

3.05 Credit to Account. The Annual Deferral Amount shall be credited to Executive's Account at such time or times such amount would have been paid to Executive absent the provisions of this Article III.

ARTICLE IV

COMPANY CONTRIBUTION AMOUNT

4.01 Company Discretionary Contribution. The provisions of this Section 4.01 apply to any individual who is designated as an Executive for a Year for purposes of a Company Discretionary Contribution. The Board may make this designation at any time during the Year. If the Board designates an individual as an Executive for purposes of the Company Discretionary Contribution for a Year, then the Board shall determine in its discretion the amount of the Company Discretionary Contribution and the date of such contribution. The Company Discretionary Contribution shall be credited to the Executive's Account on such date.

4.02 Company Regular Contribution. The provisions of this
Section 4.02 apply to any Executive with respect to a Year for which the Executive has been designated by the Board as an Executive for purposes of the Annual Deferral Amount or the Company Discretionary Contribution, or both. The Company Regular Contribution for a Year with respect to an Executive who has been designated by the Board as an Executive for purposes of the Annual Deferral Amount, or both the Annual Deferral Amount and the Company Discretionary Contribution, shall be the sum of (a) the Matching Percentage times the Annual Deferral Amount credited to the Executive's Account for such Year, (b) the Matching Percentage times any Company Discretionary Contribution amount credited to the Executive's Account for such Year, and (c) the Matching Percentage times the Executive's Excess Compensation. The Company Regular Contribution for a Year with respect to an Executive who has been designated by the Board as an Executive for purposes of the Company Discretionary Contribution only, shall be the Executive's Account for such Year. Each time an Annual Deferral Amount or a Company Discretionary Contribution amount is credited to an Executive's Account, on that date or as soon as administratively feasible after that date, a Company Regular Contribution will also be credited to the Executive's Account.

ACCOUNT AND INVESTMENT RETURN

4.03 Investment Return. The Investment Return shall be determined based upon the investment measure or measures selected by the Executive in accordance with procedures established by the Plan Administrator pursuant to Section 5.02. The Executive will be permitted to elect investment measures only from those investment measures made available to the Executive by the Plan Administrator. One investment measure will be an investment vehicle that is deemed to earn a rate of return equal to eight percent (8%). At any time this is the only investment measure then it will apply for purposes of determining the Investment Return, and an election will not be made. Additional investment measures may include a pooled account managed by a professional manager and consisting primarily of equities and fixed income investments in approximate percentages designated, or any other investment measures selected by the Plan Administrator. The Plan Administrator may delete any of the additional investment measures at any time or times and substitute other investment measures.

4.04 Investment Procedures. The Plan Administrator will establish procedures, which may be changed from time to time, for the selection by Executive of investment measures under this Article V and for Executive's change of such selection.

4.05 Valuation Dates. As of each Valuation Date the Plan Administrator will make the appropriate adjustments to the Executive's Account for the Investment Return.

4.06 Vesting. The Executive shall be fully vested in his Account at all times.

4.07 No Actual Investment. The method prescribed herein to determine the Investment Return shall in no way require that the Company make any investment of Company assets in any investment nor entitle the Executive to any rights or interest in any investment held by the Company outright or in trust.

ARTICLE V

DISTRIBUTION

5.01 Amount of Benefit. The amount of an Executive's benefit hereunder at a Valuation Date shall be the Executive's Account Balance.

5.02 Annual Distribution. On, or as near as administratively feasible before, the last day of each Year, the Company shall distribute the Executive's Account Balance determined as of such date to the Executive; provided, however, if as of such date the Plan Administrator reasonably anticipates that the Company's deduction with respect to such payment to the Executive would be limited or eliminated by the application of Code Section 162(m), then such payment shall not be made except to the extent of a distribution amount that the Plan Administrator reasonably determines will not so limit or eliminate the Company's deduction. Any payment made under this Section 6.02 will be a lump sum payment.

5.03 Mandatory Distribution Upon Change in Control. In the event of a Change in Control, the Executive's Account Balance will be distributed by the Company to the Executive in a lump sum payment as soon as administratively feasible following the occurrence of such Change in Control.

5.04 Mandatory Distribution Upon Separation from Service. In the event of the Executive's Separation from Service, then unless the Executive's Account Balance is to be distributed earlier under another provision of this Article VI, the Executive's Account Balance will be distributed by the Company to the Executive in a lump sum payment as soon as administratively feasible after the date that is six months after the Executive's Separation from Service.

5.05 Death Prior to Payment of Benefits. In the event of an Executive's death prior to the payment to the Executive of the Executive's Account Balance, an amount equal to the Executive's Account Balance shall be paid to the Executive's designated Beneficiary in a lump sum payment as soon as administratively feasible after the Executive's death.

5.06 Distribution Upon Unforeseeable Emergency. If the Plan Administrator determines that an Executive has an Unforeseeable Emergency, then upon the written request of the Executive the Plan Administrator may direct the Company to distribute to the Executive an amount that shall not exceed the amount necessary to satisfy such emergency need plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which the such emergency is or may be relieved through reimbursement or compensation by insurance or otherwise, or by liquidation of the Executive's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship.

ARTICLE VI

BENEFICIARY

6.01 Beneficiary Designation. An Executive shall designate a Beneficiary to receive benefits under the Plan on an appropriate form provided by the Plan Administrator. If more than one Beneficiary is named, the share and/or precedence of each Beneficiary shall be indicated. An Executive shall have the right to change the Beneficiary by submitting to the Plan Administrator a new Beneficiary designation form.

6.02 Proper Beneficiary. If the Plan Administrator has any doubt as to the proper Beneficiary to receive payments hereunder, the Plan Administrator shall have the right to direct the Company to withhold such payments, and the Company may withhold such payments, until the matter is finally adjudicated. However, any payment made by the Company, in good faith and in accordance with this Plan, shall fully discharge the Company from all further obligations with respect to that payment.

6.03 Minor or Incompetent Beneficiary. In making any payments to or for the benefit of any minor or an incompetent Beneficiary, the Company, in its sole and absolute discretion, may make a distribution to a legal or natural guardian or other relative of a minor or court-appointed representative of such incompetent. Alternatively, it may make a payment to any adult with whom the minor or incompetent temporarily or permanently resides. The receipt by a guardian, court-appointed representative, relative or other person shall be a complete discharge to the Company. Neither the Company nor the Plan Administrator shall have any responsibility to see to the proper application of any payments so made.

6.04 No Beneficiary Designation. If an Executive fails to designate a Beneficiary as provided in Section 7.01 above, or if all designated Beneficiaries predecease the Executive or die prior to complete distribution of the Executive's Account Balance, then the Executive's designated Beneficiary shall be deemed to be his surviving spouse. If the Executive has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the Executive's estate.

ARTICLE VII

ADMINISTRATION OF THE PLAN

7.01 Finality of Determination. Subject to the Plan, the Plan Administrator shall, from time to time, establish rules, forms and procedures for the administration of the Plan. Except as herein otherwise expressly provided, the Plan Administrator shall have the exclusive right to interpret the Plan and to decide any and all matters arising thereunder or in connection with the administration of the Plan, and it shall endeavor to act, whether by general rules or by particular decisions, so as not to discriminate in favor of or against any person. The decisions, actions and records of the Plan Administrator shall be conclusive and binding upon the Company and all persons having or claiming to have any right or interest in or under the Plan, and cannot be overruled by a court of law unless arbitrary or capricious.

7.02 Certificates and Reports. The members of the Board and the officers and directors of the Company shall be entitled to rely on all certificates and reports made by any duly appointed accountants, and on all opinions given by any duly appointed legal counsel, which legal counsel may be counsel for the Company.

7.03 Indemnification and Exculpation. The Company shall indemnify and hold harmless any person or entity designated to act as the Plan Administrator or its designee and each current and former member of the Board against any and all expenses and liabilities (to the extent not indemnified under any liability insurance contract or other indemnification agreement) which the person incurs on account of any act or failure to act in connection with the good faith administration of the Plan. Expenses against which the Plan Administrator, its designee or a member of the Board shall be indemnified hereunder shall include, without limitation, the amount of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted, or a proceeding brought or settlement thereof. The foregoing right of indemnification shall be in addition to any other rights to which the Plan

Administrator, its designee or such member of the Board may be entitled as a matter of law, but shall be conditioned upon the person's notifying the Company of the claim of liability within sixty (60) days of the notice of that claim and offering the Company the right to participate in and control the settlement and defense of the claim.

7.04 Expenses. The expenses of administering the Plan shall be borne by the Company.

7.05 FICA and Other Taxes. The Company is authorized to withhold from the Executive's Compensation, the Executive's share of FICA and other employment taxes attributable to any Annual Deferral Amount or Company Discretionary Amount in accordance with the Treasury Regulations under Section 3121(v) of the Code.

ARTICLE VIII

CLAIMS PROCEDURE

8.01 Written Claim. Benefits shall be paid in accordance with the provisions of this Plan. The Executive, or a designated recipient or any other person claiming through the Executive may make a written request for benefits under this Plan. Any such claim shall be mailed or delivered to the Plan Administrator. Such claim shall be reviewed by the Plan Administrator or a delegate.

8.02 Denied Claim. If the claim is denied, in full or in part, the Plan Administrator shall provide a written notice within ninety (90) days setting forth the specific reasons for denial, and any additional material or information necessary to perfect the claim, and an explanation of why such material or information is necessary, and appropriate information and explanation of the steps to be taken if a review of the denial is desired.

8.03 Review Procedure. If the claim is denied and a review is desired, the Executive (or Beneficiary) shall notify the Plan Administrator in writing within sixty (60) days after receipt of the written notice of denial. In requesting a review, the Executive or Beneficiary may request a review of pertinent documents with regard to the benefits created under this agreement, may submit any written issues and comments, may request an extension of time for such written submission of issues and comments, and may request that a hearing be held, but the decision to hold a hearing shall be within the sole discretion of the Plan Administrator.

8.04 Plan Administrator Review. The decision on the review of the denied claim shall be rendered by the Plan Administrator within sixty (60) days after the receipt of the request for review (if no hearing is held) or within sixty (60) days after the hearing if one is held. The decision shall be written and shall state the specific reasons for the decision including reference to specific provisions of this Plan on which the decision is based.

ARTICLE IX

NATURE OF COMPANY'S OBLIGATION

9.01 Company's Obligation. The Company's obligations under this Plan shall be an unfunded and unsecured promise to pay. The Company shall not be obligated under any circumstances to fund its obligations under this Plan.

9.02 Creditor Status. Any assets which the Company may acquire or set aside to help cover its financial liabilities under the Plan are and must remain general assets of the Company subject to the claims of its creditors. Neither the Company nor this Plan gives an Executive or Beneficiary any beneficial ownership interest in any asset of the Company. All rights of ownership in any such assets are and remain in the Company. All Plan Executives and Beneficiaries shall be unsecured general creditors of the Company.

ARTICLE X

MISCELLANEOUS

10.01 Written Notice. Any notice given under the Plan shall be in writing and shall be mailed by United States mail, postage prepaid. If notice is to be given to the Company, such notice shall be addressed to the Plan Administrator at Seaboard Corporation. If notice is to be given to the Executive, such notice shall be sent to the Executive's last known address.

10.02 Change of Address. Any Executive may, from time to time, change the address to which notices shall be mailed by giving written notice of such new address.

10.03 Merger, Consolidation or Acquisition. The Plan shall be binding upon the Company, its assigns, and any successor to the Company which shall succeed to substantially all of its assets and business through merger, acquisition or consolidation, and upon an Executive, a Beneficiary, assigns, heirs, executors and administrators.

10.04 Amendment and Termination. The Company retains the sole and unilateral right to terminate, amend, modify, or supplement this Plan, in whole or part, at any time. However, no Company action under this right shall reduce the Account of any Executive or Beneficiary (other than a reduction attributable to Investment Return), and no Company action shall accelerate the time of payment of the Executive's Account.

10.05 Employment. This Plan does not provide a contract of employment between the Company and the Executive, and the Company reserves the right to terminate the Executive's employment for any reason, at any time, notwithstanding the existence of this Plan.

10.06 Non-transferability. Except insofar as required or prohibited by applicable law, no sale, transfer, alienation, assignment, pledge, collateralization or attachment of any benefits under this Plan shall be valid or recognized by the Company. Neither the Executive or designated Beneficiary shall have any power to hypothecate, mortgage, commute, modify, or otherwise encumber in advance of any of the benefits payable hereunder, nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony, or maintenance, owed by the Executive or Beneficiary, or be transferable by operation of law in the event of bankruptcy, insolvency, or otherwise.

10.07 Tax Withholding. The Company may withhold from a payment any federal, state, or local taxes required by law to be withheld with respect to such payment and such sum as the Company may reasonably estimate as necessary to cover any taxes for which the Company may be liable and which may be assessed with regard to such payment.

10.08 Successors. The provisions of this Plan shall bind the Company and its successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Company, and successors of any such corporation or other business entity

10.09 Applicable Law. This Plan shall be governed by the laws of the State of Kansas to the extent not pre-empted by federal law.

10.10 Gender and Number. Wherever the context so requires, masculine pronouns include the feminine and singular words shall include the plural.

10.11 Titles. Titles of the Articles of this Plan are included for ease of reference only and are not to be used for the purpose of construing any portion or provision of this Plan document.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer on this 29th day of December, 2005.

SEABOARD CORPORATION

By /s/ Robert L. Steer

SEABOARD CORPORATION

EXECUTIVE OFFICERS' BONUS POLICY

PURPOSE: The purpose of this policy is to establish guidelines for the payment of incentive compensation to named executive officers of Seaboard Corporation.

AFFECTS: The Chief Executive Officer and the other named executive officers of Seaboard Corporation, as defined in Item 402 of Regulation S-K.

POLICY:

1. Incentive Compensation Philosophy: The Company maintains the philosophy that determination of incentive compensation for its executive officers is based upon a recognition that these officers are responsible for implementing the Company's long-term strategic objectives. All executive compensation, including the incentive portion, is designed to attract and retain top executive employees.

2. Basis for Determination of Incentive Compensation:

The Board of Directors shall determine annual bonus amounts for the named executive officers, including the Chief Executive Officer. This determination will be based on a subjective review of the Company's financial performance, an assessment of each officer's individual contribution to that performance and other discretionary factors.

The amount assigned to each officer is discretionary.

3. Method and Timing of Payments: Payments will be made in cash after year-end financials are available. This will normally occur about February 1 following the end of the previous fiscal year.

EFFECTIVE DATE: As of the 2005 bonus, and supersedes all Executive Bonus Policies in effect prior thereto with respect to the named executive officers.

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of July 1, 2005 by and between SEABOARD MARINE LTD., a Liberian corporation (together with any Successor thereto, the "Company"), and Edward A Gonzalez ("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;

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

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 on July 1, 2005 (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"), 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. 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, 2030. 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 of the Company, 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 Miami, Florida metropolitan area. However, Executive may be required to travel in and outside of Miami, Florida as the needs of the Company's business dictate.

3. Base Salary. During the Employment Period, the Company shall pay Executive a base salary at an annualized rate of two hundred twenty-five thousand dollars ($225,000), 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 two hundred fifty thousand dollars ($250,000) 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.

7. Indemnification; Expenses; Paid Time Off.

(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.

(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 occurrence, without Executive's consent, of any of the following events: (i) a material diminution in the Executive's position, authority or responsibilities; (ii) any involuntary relocation of the 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 event or events constituting Good Reason 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 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 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

(C) the Executive shall receive "Years of Service" credit for the number of years comprising the Severance Period for purposes of accruing the Executive's benefit under the Company's Executive Retirement Plan and the Final Average Earnings thereunder for the Severance Period shall be determined based on the Base Salary being paid on the Date of Termination and the Annual Bonus paid to the Executive for the year prior to the Date of Termination;

(D) 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

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

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 owing by the Executive to the Company, whether pursuant to this Agreement or otherwise.

(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:

"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 cargo transportation, whether over land or water, and all related business, including, without limitation, logistics, freight forwarding, agency representation and stevedoring and any business acquired or commenced by the Company after the Commencement Date which has sales in excess of $100 million.

"Non-compete Period" or "Non-solicitation Period" means the period beginning with the Commencement Date and ending on the one year anniversary date of the Date of Termination.

"Territory" means the United States of America, the Caribbean Basin, and Central and South America, which Executive acknowledges and agrees are the geographic areas in which the Company engages in the Company Activities.

(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.

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 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).

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 Miami, Florida 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 be conducted in English. 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 Florida without reference to principles of conflicts of laws.

(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:

c/o 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.

(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 first Person's assets and liabilities 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 first Person are transferred.

SIGNATURE PAGE FOLLOWS

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 MARINE LTD

By:  /s/ Robert L. Steer
     Robert L. Steer
     Vice President

Executive:

By:  /s/ Edward A. Gonzalez
     Edward A. Gonzalez

SEABOARD CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN

Effective September 1, 2005

                      TABLE OF CONTENTS


ARTICLE I PURPOSE AND EFFECTIVE DATE                              1

ARTICLE II DEFINITIONS                                            1
   2.1  Account                                                   1
   2.2  Beneficiary                                               1
   2.3  Board                                                     1
   2.4  Change in Control                                         1
   2.5  Code                                                      2
   2.6  Committee                                                 2
   2.7  Company                                                   2
   2.8  Company Contribution                                      2
   2.9  Compensation                                              2
   2.10 Deferral                                                  3
   2.11 Deferral Election                                         3
   2.12 Disability                                                3
   2.13 Distribution Preference Election                          3
   2.14 Eligible Employee                                         3
   2.15 Employee                                                  3
   2.16 Employer                                                  3
   2.17 Investment Options                                        3
   2.18 Investment Return                                         4
   2.19 Participant                                               4
   2.20 Plan                                                      4
   2.21 Plan Year                                                 4
   2.22 Related Company                                           4
   2.23 Separation from Service                                   4
   2.24 Unforeseeable Financial Emergency                         4

ARTICLE III PARTICIPATION                                         4
   3.1  Participation for Deferrals.                              4
   3.2  Participation for Company Contributions.                  4

ARTICLE IV DEFERRAL ELECTIONS                                     5
   4.1  Method.                                                   5
   4.2  Irrevocable.                                              5
   4.3  Compensation Deferred.                                    5
   4.4  Deferral Election for First Year of Eligibility           5
   4.5  Deferral Elections for Subsequent Years of
         Eligibility                                              6
   4.6  Minimum Annual Deferral                                   6

ARTICLE V COMPANY CONTRIBUTIONS                                   6
   5.1  Participation                                             6
   5.2  Amount                                                    6

ARTICLE VI ACCOUNTS AND INVESTMENT RETURN                         6
   6.1  Account Adjustments for Deferrals, Company
         Contributions and Distributions                          6
   6.2  Account Adjustments for Investment Return                 6
   6.3  Vesting                                                   7

ARTICLE VII DISTRIBUTIONS                                         7
   7.1  Distribution Preference Elections.  .                     7
   7.2  Subject to Mandatory Distribution Provisions.             7
   7.3  Election Form.  .                                         7
   7.4  Time of Initial Election or Deemed Election.              7
   7.5  Subsequent Distribution Preference Election               7
   7.6  Mandatory Distribution Upon Separation from
         Service                                                  8
   7.7  Mandatory Distribution Upon Change in Control             8
   7.8  Mandatory Distribution Upon Disability                    8
   7.9  Mandatory Distribution Upon Death                         8
   7.10 Distribution Upon Unforeseeable Emergency                 8
   7.11 Adjustments to Accounts                                   9

ARTICLE VIII AMENDMENT OR TERMINATION                             9

ARTICLE IX ADMINISTRATION                                         9
   9.1  Committee                                                 9
   9.2  Delegation                                                9
   9.3  Information to be Furnished                               9
   9.4  Committee's Decision Final                               10
   9.5  Remuneration and Expenses                                10
   9.6  Indemnification of Committee Member                      10
   9.7  Resignation or Removal of Committee Member               10
   9.8  Interested Committee Member                              10

ARTICLE X CLAIMS PROCEDURE                                       10
   10.1 Claim                                                    10
   10.2 Denial of Claim                                          10
   10.3 Review of Claim                                          10
   10.4 Final Decision                                           11

ARTICLE XI MISCELLANEOUS                                         11
   11.1  Captions                                                11
   11.2  Company Action                                          11
   11.3  Terms                                                   11
   11.4  Governing Law                                           11
   11.5  Nonassignability                                        11
   11.6  Tax Obligations                                         11
   11.7  Not a Contract of Employment                            12
   11.8  Participant Cooperation                                 12
   11.9  Successors                                              12

   11.10 Unsecured General Creditor                              12
   11.11 Validity                                                12
   11.12 Waiver of Notice                                        12

APPENDIX A                                                       13

SEABOARD CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN

ARTICLE I
PURPOSE AND EFFECTIVE DATE

Seaboard Corporation adopted the Seaboard Corporation Nonqualified Deferred Compensation Plan (the "Plan") effective September 1, 2005. The purpose of the Plan is to aid in attracting and retaining certain key employees of Seaboard Corporation and participating affiliated companies by providing to them an opportunity for supplemental retirement income. The Plan is intended to be an arrangement that is unfunded and maintained primarily for the purpose of providing supplemental retirement income to a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended, and the Plan is intended to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the Plan shall be interpreted and administered accordingly.

ARTICLE II
DEFINITIONS

For purposes of this Plan, the following words and phrases shall have the meaning indicated, unless the context clearly indicates otherwise:

2.1 Account means the bookkeeping account maintained by the Committee for a Participant to which is credited Deferrals and Company Contributions, and to which is charged distributions, and which is adjusted to reflect earnings and losses, all as herein provided. Any reference herein to a distribution of the Participant's Account shall mean a payment of an amount equal to the amount credited to the Participant's Account.

2.2 Beneficiary means one or more persons, trusts, estates or other entities, designated by a Participant, in accordance with procedures established by the Committee, to receive any remaining balance in the Participant's Account upon the death of the Participant. If no designation by the Participant is effective, then the Participant's Beneficiary shall be the Participant's surviving spouse if any, but if none then the Participant's estate.

2.3 Board means the board of directors of Seaboard Corporation.

2.4 Change in Control with respect to any Participant means an event or transaction which results in one or more of the following and which constitutes a change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation, within the meaning of Code Section 409A:

(d) The acquisition by any person or entity (other than by any descendant of Otto Bresky, Senior or any trust established primarily for the benefit of any descendant of Otto Bresky, Senior or any other related person or entity) of more than 50% of either the membership interests or the combined voting power of Seaboard Flour, LLC.

For purposes of determining whether there has been a Change in Control under this Section 2.4, the attribution of ownership rules under Code Section 318(a) shall apply.

2.5 Code means the Internal Revenue Code of 1986, any amendments thereto, and any regulations issued thereunder.

2.6 Committee means the Committee, which may consist of one person, designated from time to time by the Company to administer the Plan.

2.7 Company means Seaboard Corporation, a Delaware corporation, and any successors to the business of Seaboard Corporation.

2.8 Company Contribution means the amount determined in accordance with Article V that is an obligation of the Employer and that is credited to a Participant's Account . The Company Contribution may consist of a "matching contribution" and an "excess contribution".

2.9 Compensation means the total salary and bonus payable to the Participant from the Employer for the Participant's services during a calendar year subject to the following provisions of this Section 2.9. Compensation specifically excludes: (a) reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, and welfare benefits; (b) any benefits accrued or paid under the Seaboard Corporation Executive Retirement Plan, as amended; (c) any amount of taxable income recognized by the Participant upon the exercise of an option under any option plan or program maintained by the Company; (d) any amount of taxable income recognized by the Participant as a result of a distribution under this Plan; and
(e) any amount allocated or paid under the Seaboard Corporation Executive Deferred Compensation Plan, as amended. For purposes of determining the amount of the Company Contribution that is the excess contribution for a particular Plan Year, Compensation does not include the amount of a Participant's Deferral for such Plan Year, but Compensation does include the amount of any elective contributions made by the Participant during the same period as such Plan Year pursuant to a plan maintained by the Company where such amount is not

includable in gross income due to the provisions of Code Sections 125, 401(k) or 132(f). Notwithstanding the foregoing, for the Plan Year beginning September 1, 2005, Compensation for purposes of a Participant's Deferral Election and Deferrals, shall include only bonus payable to the Participant for services rendered on or after September 1, 2005, as determined under
Section 4.4, and Compensation for purposes of the Company Contribution shall be based on the entire 2005 calendar year even though the effective date of the Plan is September 1, 2005. Compensation shall not include a Participant's Compensation payable for any period prior to the time the Participant becomes eligible to participate in the Retirement Savings Plan for Seaboard Corporation, as amended.

2.10 Deferral means the portion of the salary or bonus payable to a Participant that is deferred for a Plan Year pursuant to a Deferral Election by the Participant and is credited to the Participant's Account.

2.11 Deferral Election means an election made hereunder by a Participant to defer salary or bonus payable to the Participant and earned after the date of the Deferral Election as determined hereunder.

2.12 Disability means a period in which the Participant is
(i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan sponsored by the Company.

2.13 Distribution Preference Election means the election made or deemed made by a Participant governing the time of payment of benefits hereunder to the Participant.

2.14 Eligible Employee means an Employee who is a member of a select group of management or highly compensated employees, taking into account for this purpose all employees of all Related Companies; however, an Employee who has been designated by the Board as an Executive for purposes of the Annual Deferral Amount, or for purposes of both the Annual Deferral Amount and the Company Discretionary Contribution, under the Seaboard Corporation Executive Deferred Compensation Plan, as amended, for a year coinciding with a Plan Year under this Plan, shall not be an Eligible Employee for such Plan Year.

2.15 Employee means any individual who is a salaried employee of an Employer.

2.16 Employer means the Company and any of its subsidiaries or affiliates that participate in this Plan with the consent of the Company, and any successors to the business of any such participating subsidiaries or affiliates. The subsidiaries or affiliates participating in this Plan as of the effective date are listed on Appendix A attached hereto.

2.17 Investment Options means the investment options selected by the Committee from time to time among which a Participant may direct the investment of his or her Account in accordance with procedures established by the Committee.

2.18 Matching Percentage. "Matching Percentage" shall mean the percentage used to calculate the "Employer Matching Contributions" pursuant to Section 3.02 of the Retirement Savings Plan for Seaboard Corporation, as such percentage may be amended from time to time. The Matching Percentage shall initially be 3 percent (3%).

2.19 Investment Return means the amount of earnings, gains or losses applicable to the Participant's Account as measured by the Investment Options applicable pursuant to the Participant's direction or as otherwise provided herein.

2.20 Participant means any Eligible Employee who is designated as eligible to participate in the Plan for purposes of Deferrals and who makes a Deferral Election as provided in
Section 3.1. Participant also means any Eligible Employee who satisfies the requirements for participation for purposes of Company Contributions as provided in Section 3.2. Participant also means any individual for whom an Account is maintained hereunder.

2.21 Plan means the Seaboard Corporation Nonqualified Deferred Compensation Plan, as set forth herein and as from time to time amended.

2.22 Plan Year means the 12-month period beginning January 1 and ending December 31; provided, however, that the first Plan Year shall be September 1, 2005, through December 31, 2005. Except with respect to the first Plan Year, the Plan Year shall always coincide with the calendar year.

2.23 Related Company means any corporation (including the Company) which is a member of a controlled group of corporations (as defined in Code Section 414(b)) that includes the Company.

2.24 Separation from Service means a Participant's separation from service with the Employer and all Related Companies within the meaning of Code Section 409A.

2.25 Unforeseeable Emergency means an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant or a dependent of the Participant,
(ii) a loss of the Participant's property due to casualty, or
(iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee.

ARTICLE III
PARTICIPATION

3.1 Participation for Deferrals. The Committee will designate those Eligible Employees who are eligible to make Deferral Elections for a particular Plan Year. Such designation will be by written communication to such Eligible Employees and will be effective on the date of such written communication. Once an Eligible Employee has been designated under this Section 3.1, he or she may make a Deferral Election for the first Plan Year stated in such written designation and for each subsequent Plan Year until the first to occur of (1) the Participant's Separation from Service, or (2) a written notice from the Committee delivered prior

to the first day of the Plan Year for which it is effective advising the Participant that he or she is no longer eligible to make a Deferral Election.

3.2 Participation for Company Contributions. Any Eligible Employee who has satisfied the requirements for eligibility to participate in the Retirement Savings Plan for Seaboard Corporation, as amended from time to time (the "401(k) Plan") for a Plan Year and whose Compensation for a Plan Year is in excess of the maximum amount of compensation determined pursuant to Code
Section 401(a) (17) that is permitted to be taken into account under the 401(k) Plan for the plan year of the 401(k) Plan that ends within such Plan Year, will be a Participant for purposes of the Company Contribution for that Plan Year.

ARTICLE IV
DEFERRAL ELECTIONS

4.1 Method. A Deferral Election shall be made in writing on a form provided by the Committee and shall be submitted to the Committee in such manner as the Committee determines. A Deferral Election will not be valid unless it is submitted to the Committee in the manner required.

4.2 Irrevocable. A Deferral Election will become irrevocable on the last day established by the Committee (in accordance with the provisions hereunder) for submitting the Deferral Election to the Committee; provided, however, in the case of a Deferral Election that is submitted under Section 4.4 after the first day of a Plan Year, the Deferral Election shall become irrevocable at the time the Deferral Election is submitted to the Committee. Notwithstanding the preceding provisions of this Section 4.2, a Deferral Election made by a Participant on or before September 30, 2005 applicable for the Plan Year beginning September 1, 2005 and ending December 31, 2005, may be cancelled by the Committee or by the Participant, or the Participant may reduce the amount of Compensation to be deferred pursuant to that election, provided any such cancellation or reduction by the Participant is submitted in writing by the Participant to the Committee in such form as required by the Committee on or before December 31, 2005. Any Compensation amount that ceases to be subject to a Deferral Election under the preceding sentence of this Section 4.2 must be paid to the Participant in such calendar year as such amount would have become vested and been paid to the Participant absent the Participant's initial Deferral Election with respect to such amount.

4.3 Compensation Deferred. A Deferral Election shall apply only to Compensation for services performed after the date the Deferral Election becomes irrevocable as determined hereunder.

4.4 Deferral Election for First Year of Eligibility. Subject to the last sentence of this Section 4.4, an Eligible Employee who is designated under Section 3.1 in the first Plan Year of the Plan, or an Eligible Employee who is designated under
Section 3.1 for the first time in a subsequent Plan Year, may elect to make Deferrals provided he or she submits a Deferral Election to the Committee by such time as the Committee determines, but in no event later than 30 days after the date the Eligible Employee first becomes eligible to participate for Deferrals under Section 3.1. If a Participant makes a Deferral Election under this Section 4.4 after the first day of a Plan Year, and if the Deferral Election applies to a bonus payable to the Participant, then

the amount of the Participant's bonus that is deemed to be payable for services performed after the Deferral Election shall be determined by multiplying the total bonus payable by a fraction, the denominator of which is the total number of days in the performance period for which the bonus is payable, and the numerator of which is the number of days remaining in such performance period after the date the Participant's Deferral Election becomes irrevocable. Notwithstanding the preceding provisions of this Section 4.4, if at the time an Eligible Employee becomes first eligible as a Participant for Deferrals under Section 3.1, the Eligible Employee is or has been eligible as a Participant for Company Contributions under Section 3.2, or if the Eligible Employee then participates in any other nonqualified deferred compensation plan of a Related Company that is subject to Code Section 409A and that is an account balance plan within the meaning of Code Section 409A, then the Participant's Deferral Election will only be effective if it is submitted to the Committee at the time provided in Section 4.5.

4.5 Deferral Elections for Subsequent Years of Eligibility. A Participant's Deferral Election for a Plan Year subsequent to the first Plan Year in which a Participant is eligible to make a Deferral Election must be made at such time as the Committee determines, but in no event later than the last day of the Plan Year preceding the Plan Year for which the Deferral Election is effective.

4.6 Minimum Annual Deferral. Notwithstanding the foregoing provisions of this Article IV, a Participant may not make a Deferral Election for a Plan year unless the Participant's Deferral Election for such Plan Year provides for a Deferral amount that is determined by the Committee to be at least $10,000. Such determination will be made by the Committee prior to the date the Deferral Election becomes irrevocable hereunder.

ARTICLE V
COMPANY CONTRIBUTIONS

5.1 Participation. As soon as administratively feasible, a Company Contribution will be credited to the Accounts of those Participants determined by the Committee under Section 3.2.

5.2 Amount. The amount of a Company Contribution credited on behalf of a Participant for a Plan Year will equal the sum of
(a) the Matching Percentage times the Participant's Deferral for such Plan Year, and (b) the Matching Percentage times the Participant's Compensation for the Plan Year that is in excess of the maximum amount of compensation determined pursuant to Code
Section 401(a)(17) that is permitted to be taken into account under the 401(k) Plan for the plan year of the 401(k) Plan that ends within such Plan Year.

ARTICLE VI
ACCOUNTS AND INVESTMENT RETURN

6.1 Account Adjustments for Deferrals, Company Contributions and Distributions. All Deferrals of a Participant with respect to a Plan Year will be credited to the Participant's Account as soon as administratively feasible after the date on which the Deferral would have been paid in cash absent the Deferral Election applicable to such Deferral. All

Company Contributions made on behalf of a Participant with respect to a Plan Year will be credited to the Participant's Account at such time or times as determined by the Committee. Any distribution from a Participant's Account will be charged to the Account as of the time of the distribution.

6.2 Account Adjustments for Investment Return. A Participant's Account will be deemed invested in one or more Investment Options as directed or deemed directed by the Participant pursuant to procedures established by the Committee. At such times as determined by the Committee, and at such time as provided under Section 7.11, the Investment Return will be credited (in the case of net earnings) or charged (in the case of net losses) to the Participant's Account.

6.3 Vesting. A Participant will be fully vested in his or her Account at all times.

ARTICLE VII
DISTRIBUTIONS

7.1 Distribution Preference Elections. A Participant shall make, or be deemed to make, a separate Distribution Preference Election with respect to each Plan Year. A Distribution Preference Election will apply to the distribution of all Deferrals and Company Contributions allocated to the Participant's Account with respect to a Plan Year, as adjusted thereafter for Investment Return. The Distribution Preference Election will designate the date for the payment by the Employer to the Participant of the amounts subject to the Distribution Preference Election. Except as provided in Section 7.2, payment by the Employer will be made on the date designated in the applicable Distribution Preference Election or as soon as administratively feasible following such date, but in no event later than the time required for payment as of a designated date under Code Section 409A. The form of payment will always be a lump sum payment.

7.2 Subject to Mandatory Distribution Provisions. Any Distribution Preference Election hereunder, whether an actual election or a deemed election, shall be subject to the mandatory distribution provisions of Sections 7.6, 7.7, 7.8 and 7.9.

7.3 Election Form. A Distribution Preference Election (other than a deemed election) must be made in writing on a form provided by the Committee and shall be submitted to the Committee in such manner as the Committee determines. A Distribution Preference Election will not be valid unless it is submitted to the Committee in the manner required.

7.4 Time of Initial Election or Deemed Election. If a Participant makes a Deferral Election for a Plan Year, then at the time the Participant makes the Deferral Election the Participant may also make a Distribution Preference Election. If the Participant fails to make a Distribution Preference Election at such time, or if the Participant does not make a Deferral Election for a Plan Year but a Company Contribution is made on behalf of the Participant for such Plan Year, then the Participant shall be deemed to have made a Distribution Preference Election applicable to all amounts allocated to the Participant's Account for such Plan Year, as adjusted thereafter for Investment Return, of a lump sum payment payable on the first day of the fifth Plan Year following such Plan Year.

7.5 Subsequent Distribution Preference Election. A Participant may change any existing Distribution Preference Election (whether it was made by the Participant or deemed made by the Participant) by filing a subsequent Distribution Preference Election with the Committee; provided, however, a subsequent Distribution Preference Election will not be effective unless it satisfies all of the following requirements:

(a) A subsequent Distribution Preference Election may not take effect until at least twelve months after the date on which it is filed by the Participant.

(b) A subsequent Distribution Preference Election may not be filed less than twelve (12) months prior to the designated distribution date under the existing Distribution Preference Election.

(c) The payment that is subject to the subsequent Distribution Preference Election may not be made earlier than five (5) years after the designated distribution date under the existing Distribution Preference Election.

A Participant may make one or more subsequent Distribution Preference Elections without regard to the preceding requirements of this Section 7.5 provided any such subsequent Distribution Preference Election is made on or before December 31, 2006. Notwithstanding the preceding sentence, a subsequent Distribution Preference Election made in 2006 shall not apply to any amount otherwise to be distributed in 2006, and shall not cause an amount to be distributed in 2006 that would otherwise be distributed in a later year.

7.6 Mandatory Distribution Upon Separation from Service. In the event of a Participant's Separation from Service, then unless the Participant's Account is to be distributed earlier under another provision of this Article VII, the Participant's Account will be distributed by the Employer to the Participant in a lump sum payment as soon as administratively feasible after the date that is six months after the Participant's Separation from Service.

7.7 Mandatory Distribution Upon Change in Control. In the event of a Change in Control, then unless the Participant's Account is to be distributed earlier under another provision of this Article VII, the Participant's Account will be distributed by the Employer to the Participant in a lump sum payment as soon as administratively feasible following the occurrence of such Change of Control.

7.8 Mandatory Distribution Upon Disability. In the event of the Disability of the Participant, then unless the Participant's Account is to be distributed earlier under another provision of this Article VII, the Participant's Account will be distributed by the Employer to the Participant in a lump sum payment as soon as administratively feasible following the determination of such Disability.

7.9 Mandatory Distribution Upon Death. In the event of the death of the Participant, then the Participant's Account will be distributed by the Employer to the Participant's Beneficiary in a lump sum payment as soon as administratively feasible following the Participant's death.

7.10 Distribution Upon Unforeseeable Emergency. If the Committee determines that a Participant has an Unforeseeable Emergency, then upon the written request of the Participant the Committee may direct the Employer to distribute to the Participant an amount that shall not exceed the amount necessary to satisfy such emergency need plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which the such emergency is or may be relieved through reimbursement or compensation by insurance or otherwise, or by liquidation of the Participant's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship.

7.11 Adjustments to Accounts. At any time a Participant's entire Account is to be distributed hereunder, the Participant's Account shall be adjusted, as provided in Section 6.1 and Section 6.2, prior to the date of distribution and as near as administratively feasible to the date of distribution.

ARTICLE VIII
AMENDMENT OR TERMINATION

The Board may, in its sole discretion, at any time and from time to time, amend, in whole or in part, any of the provisions of the Plan or may terminate it as a whole or with respect to any Participant or group of Participants; provided, however, no amendment or termination shall accelerate or postpone the time of any distributions hereunder.

ARTICLE IX
ADMINISTRATION

9.1 Committee. The Board will appoint, or delegate the appointment of, a Committee to administer the Plan. The Committee will act by a majority of its members except to the extent it has delegated responsibilities hereunder. The Committee will have the following powers, rights and duties in addition to those granted to it elsewhere in the Plan:

(b) To enforce the Plan in accordance with its terms and with such applicable rules and regulations as may be adopted.

(c) To construe and interpret the Plan in the Committee's sole discretion, and to determine all questions arising under the Plan, including the power to determine the rights of Participants and their beneficiaries and the amount of their respective benefits.

(d) To maintain and keep adequate records concerning the Plan and concerning its proceedings and acts in such form and detail as the Committee may decide.

(e) To direct all payments of benefits under the Plan.

9.2 Delegation. In exercising its authority to control and manage the operation and administration of the Plan, the Committee may employ agents and counsel (who may also be employed by the Company) and delegate to them such powers as the Committee deems desirable.

9.3 Information to be Furnished. The Employer shall furnish the Committee or its delegates such data and information as may be required. The records of the Employer as to a Participant's Separation from Service, Compensation, Beneficiary designation and elections hereunder will be conclusive on all persons unless determined to be incorrect.

9.4 Committee's Decision Final. Any interpretation of the Plan and any decision on any matter within the discretion of the Committee made in good faith is binding on all persons. A misstatement or other mistake of fact shall be corrected when it becomes known, and the Committee shall make such adjustment on account thereof as it considers equitable and practicable.

9.5 Remuneration and Expenses. No remuneration shall be paid to any Committee member for services hereunder. All expenses of a Committee member incurred in the performance of the administration of the Plan shall be reimbursed by the Company.

9.6 Indemnification of Committee Member. The Committee and the individual members thereof shall be indemnified by the Company against any and all liabilities, losses, costs, and expenses (including fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Committee or the members by reason of the performance of a Committee function if the Committee or such members did not act dishonestly or in willful or negligent violation of the law or regulations under which such liability, loss, cost or expense arises.

9.7 Resignation or Removal of Committee Member. A Committee member may resign at any time by giving ten (10) days advance written notice to the Company and the other Committee members. The Company may remove a Committee member by giving advance written notice to him or her, and the other Committee members.

9.8 Interested Committee Member. A member of the Committee may not decide or determine any matter or question concerning his or her own benefits under the Plan.

ARTICLE X
CLAIMS PROCEDURE

10.1 Claim. Any person claiming a benefit, requesting an interpretation or ruling under the Plan, or requesting information under the Plan shall present the request in writing to the Committee which shall respond in writing as soon as practicable.

10.2 Denial of Claim. If the claim or request is denied, the written notice of denial shall be made within ninety (90) days of the date of receipt of such claim or request by the Committee and shall state:

(a) The reason for denial, with specific reference to the Plan provisions on which the denial is based.

(b) A description of any additional material or information required and an explanation of why it is necessary.

10.3 Review of Claim. Any person whose claim or request is denied or who has not received a response within ninety (90) days may request review by notice given in writing to the Committee within sixty (60) days of receiving a response or one hundred fifty (150) days from the date the claim was received by the Committee. The claim or request shall be reviewed by the Committee who may, but shall not be required to, grant the claimant a hearing. On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing.

10.4 Final Decision. The decision on review shall normally be made within sixty (60) days after the Committee's receipt of a request for review. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be one hundred twenty (120) days after the Committee's receipt of a request for review. The decision shall be in writing and shall state the reasons and relevant plan provisions. All decisions on review shall be final and bind all parties concerned.

ARTICLE XI
MISCELLANEOUS

11.1 Captions. The captions of articles, sections, paragraphs and subparagraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

11.2 Company Action. Except as may be specifically provided herein, any action required or permitted to be taken by the Company may be taken on behalf of the Company by any officer of the Company.

11.3 Terms. Where the context permits, words in the plural shall include the singular, and words in the singular shall include the plural.

11.4 Governing Law. Except to the extent governed by the Employee Retirement Income Security Act of 1974, as amended, the provisions of this Plan shall be construed and interpreted according to the laws of the state of Kansas.

11.5 Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly hereby declared to be unassignable and nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or separation for the payment of any debts, judgments, alimony or separate

maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant's or another person's bankruptcy or insolvency.

11.6 Tax Obligations. The Employer will withhold from that portion of the Participant's Compensation that is not being deferred, in a manner determined by the Employer, the Participant's share of FICA and other employment taxes on Deferrals and Company Contributions. The Employer will withhold from any payments made to a Participant under the Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer.

11.7 Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between any Employer and any Participant or any Eligible Employee. Such employment is hereby acknowledged to be an "at will" employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless otherwise expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of any Employer or to interfere with the right of an Employer to discipline or discharge the Participant at any time.

11.8 Participant Cooperation. A Participant will cooperate by furnishing any and all information requested in order to facilitate the payment of benefits hereunder and such other action as may be requested by the Committee or the Company or the Employer.

11.9 Successors. The provisions of this Plan shall bind the Company, the Employer and their successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Company or the Employer, and successors of any such corporation or other business entity.

11.10 Unsecured General Creditor. Participants and their beneficiaries, heirs, successors, and assigns will have no secured interest or claim in any property or assets of any Related Company whether or not such assets are held in a trust that may be used for the purpose of paying benefits hereunder. For purposes of the Plan, any and all of any Related Company's assets shall be, and remain, the general, unpledged, assets of the Related Company. The Employer's obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Employer to pay money in the future. No Employer shall have any obligation under this Plan with respect to individuals other than that Employer's employees.

11.11 Validity. In case any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein.

11.12 Waiver of Notice. Any notice required under the Plan may be waived by the person entitled to notice.

The Company hereby agrees to the provisions of this Plan, and, in witness thereof, the Company causes this Plan to be, executed on this 29th day of December, 2005.

SEABOARD CORPORATION

By: /s/ Robert L. Steer

Exhibit 13

SEABOARD CORPORATION

Description of Business

Seaboard Corporation is a diversified international agribusiness and transportation company primarily engaged domestically in pork production and processing, and cargo shipping. Overseas, Seaboard is primarily engaged in commodity merchandising, flour and feed milling, sugar production, and electric power generation.

Table of Contents

 Letter to Stockholders                                         2
 Principal Locations                                            3
 Division Summaries                                             4
 Summary of Selected Financial Data                             6
 Quarterly Financial Data (unaudited)                           7
 Management's  Discussion & Analysis of  Financial  Condition
  and Results of Operations                                     8
 Managements' Responsibility for Financial Statements          25
 Managements'  Report  on  Internal  Control  over  Financial
  Reporting                                                    25
 Report  of Independent Registered Public Accounting Firm  on
 Internal Control over Financial Reporting                     26
 Report  of Independent Registered Public Accounting Firm  on
 Consolidated Financial Statements                             26
 Consolidated Statements of Earnings                           28
 Consolidated Balance Sheets                                   29
 Consolidated Statements of Cash Flows                         30
 Consolidated Statements of Changes in Equity                  31
 Notes to Consolidated Financial Statements                    32
 Stockholder Information                                       60

This report, including information included or incorporated by
reference  in  this  report, contains certain  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; 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  sale
price or market conditions for pork, sugar and other products,
(iv)  the  sales price or market conditions for other products

and services, (v) statements concerning management's expectations of recorded tax effects under existing circumstances, (vi) the ability of trading and milling to successfully compete in the markets it serves and the "volume of business and working capital requirements associated with the competitive trading environment, (vii) the charter hire rates and fuel prices for vessels, (viii) the stability of the Dominican Republic's economy and demand for power, related spot market prices and collectibility of receivables in the Dominican Republic, (ix) the effect of the fluctuation in exchange rates for the Dominican Republic peso, (x) the potential effect of Seaboard's investment in a wine business on the consolidated financial statements, (xi) the potential impact of various environmental actions pending or threatened against Seaboard, (xii) statements concerning profitability or sales volume of any of Seaboard's segments, (xiii) the impact of the 2005 Daily's acquisition in enhancing Seaboard's ability to venture into other further processed pork products, (xiv) the timetable for the Triumph Foods pork processing plant to reach full double shift operating capacity, (xv) the ability of Seaboard to successfully market the increased volume of pork produced by Triumph Foods, or
(xvi) 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.

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" and "Letter to Stockholders", identifies important factors which could cause such differences.

Letter to Stockholders

In the face of fluctuating commodity prices and global uncertainty, Seaboard delivered a second straight year of record profits in 2005. We have earned more in this two year period than the previous thirteen years combined. Since January 2004, stockholders' equity has nearly doubled and our stock price has risen over 400%. This excellent performance comes from across all of our major business divisions. This is a reflection of positive industry factors and strong management. I am proud not only of the aggregate performance but of how well we have fared relative to our peers in each of our industries.

I have often talked about the commodity nature of our businesses and of how our "portfolio of companies" can provide a hedge against a decline in any one of our businesses. Over the past two years, we have had the good fortune of having all of our major businesses performing at very high levels. This may be best illustrated in the case of our marine business, which posted record earnings despite very high charter rates for ships and rising fuel costs. I am particularly gratified to see Seaboard Marine do so well during the first year of leadership under the division's new president, Eddie Gonzalez. In addition to facing the usual challenges in the maritime business, Seaboard Marine had to deal with Hurricanes Katrina and Wilma, which impacted our operations in Miami and Houston as well as a number of our foreign outports.

In 2005, we changed the name of our pork group from Seaboard Farms to Seaboard Foods. This better reflects the nature of our existing operations and strategic plan to move forward on the value chain toward more varied products in the retail and foodservice sectors. An increasing number of products produced by Seaboard Foods are further processed. This includes, among other things, marinated, cooked and specially prepared higher value items for export. With the purchase of Daily's in July of 2005, Seaboard has become a major producer of a variety of bacon products with a greater presence in the food service and institutional markets. We intend to use the Daily's platform to substantially increase the amount of ham products we produce as well. To handle the expected growth in our value-added meat business, Seaboard Foods intends to begin construction of a further processing facility in 2006. As we move further into value-added and higher end products, it is more likely that you will be able to find our products in retail stores. I encourage you to try our products. I think you will be as impressed as I am with our quality, consistency and product presentation.

Despite political and economic challenges we are seeing worldwide, our grain processing and trading division has completed another very successful year. Milling revenues and operating income reached record levels this year and our plan is to continue in an expansionary mode as trade and grain processing opportunities arise. Although our operations are scattered in numerous locations, we are building a focused logistical base which we believe will secure our competitive position for many years to come.

With our excellent performance, we find ourselves in the favorable position of having a substantial amount of liquidity. This liquidity not only provides a safety net against volatile commodity markets, but also puts us in a good position to make strategic acquisitions in the future. We are constantly evaluating opportunities to grow our businesses, both organically and through acquisitions. In the U.S. and overseas, there is a substantial amount of cash and investment capital available in the market today to fund acquisitions. Increasingly we see hedge funds and private equity compete for strategic business opportunities. This has made some acquisition candidates unattractive as purchase multiples have risen to extremely high levels. We will be cautious in making acquisitions to ensure that we get good value.

The overall profitability of our company from year to year is going to be impacted by commodity markets. This includes the price of feed and food grains, protein meals, hogs and pork products, and the cost of fuel, trucking and ocean transportation. We know from experience that the confluence of events and prices that has led to such high profitability in the last two years is not sustainable over the long term. We have already started to see some softness in the meat sector, including pork, which, if it continues, may signal a retreat from the record profits we have experienced. Aside from this and the cyclical nature of our businesses, we remain very optimistic about our long term prospects.

I encourage all of our investors to visit our corporate website where you can get a better idea of what our company does and how we operate.

I would like to thank our customers, employees and shareholders for their loyalty and involvement with the Company. Your support is very much appreciated.

/s/H.H. Bresky
H.H. Bresky
Chairman of the Board, President
And Chief Executive Officer

Principal Locations

Corporate Office
                              Molinos Champion, S.A.*       Seaboard del Peru,
Seaboard Corporation             Molinos del Ecuador, C.A.*    S.A.
 Shawnee Mission,              Ecuador                       Peru
 Kansas
                              National Milling Company      Seaboard Freight &
Pork                             of Guyana, Inc.               Shipping Jamaica
                               Guyana                          Limited
Seaboard Foods LP                                            Jamaica
Pork Division Office
 Shawnee Mission,             National Milling
 Kansas                          Corporation Limited        Seaboard Honduras,
                               Zambia                        S. de R.L. de C.V.
Processing Plant                                             Honduras
 Guymon, Oklahoma             Seaboard West Africa
                                 Limited                    Seaboard Marine
Live Production                Sierra Leone                     Bahamas Ltd.
 Operation Offices                                           Bahamas
  Julesburg, Colorado          Marine
  Hugoton, Kansas                                           Seaboard Marine
  Leoti, Kansas               Seaboard Marine Ltd.             (Trinidad) Ltd.
  Liberal, Kansas                Marine Division Office      Trinidad
  Rolla, Kansas                Miami, Florida
  Guymon, Oklahoma                                          Seaboard Marine of
  Hennessey, Oklahoma         Port Operations                  Haiti, S.E.
  Optima, Oklahoma             Fernandina Beach, Florida     Haiti
                               Houston, Texas
                               Miami, Florida               SEADOM, S.A.
Processed Meats                New Orleans, Louisiana        Dominican Republic
 Salt Lake City, Utah          Philadelphia, Pennsylvania
 Missoula, Montana
                              Agencias Generales Conaven,   Seamaritima S.A. de
                                  C.A.                         C.V.
Commodity Trading & Milling    Venezuela                    Mexico

                              Agencia Maritima del Istmo,
Commodity Trading Operations      S.A.                      Sugar and Citrus
 Bermuda                       Costa Rica
 Ecuador                                                    Ingenio y Refineria
 South Africa                 Cayman Freight Shipping          San Martin del
                                 Services, Ltd.                Tabacal SRL
                               Cayman Islands               Argentina
Les Moulins d'Haiti
 S.E.M.*                      JacintoPort International LP
  Haiti                        Houston, Texas               Power

Lesotho Flour Mills           Representaciones Maritimas y  Transcontinental
 Limited                         Aereas, S.A.                  Capital Corp.
  Lesotho                      Guatemala                       (Bermuda) Ltd.
                                                             Domincan Republic
Life Flour Mill Ltd*          Sea Cargo, S.A.
Top Feeds Limited*             Panama
 Nigeria                                                    Other
                              Seaboard de Colombia, S.A.
Minoterie de Matadi,           Colombia                     Boyar Estates S.A.*
 S.A.R.L.*                                                   Bulgaria
  Democratic Republic         Seaboard de Nicaragua, S.A.
  of Congo                     Nicaragua                    Chestnut Hill Farms
                                                                Honduras, S. de
Minoterie de Matadi,                                            R.L. de C.V.
 S.A.R.L.*                                                   Honduras
  Republic of Congo
                                                            Mount Dora Farms
Mobeira, SARL                                                   Inc.
 Mozambique                                                  Miami, Florida

*Represents a non-controlled, non-consolidated affiliate

Division Summaries

Pork Division

Seaboard's Pork Division is one of the largest vertically integrated pork processors in the United States. Seaboard is able to control animal production and processing from research and development in nutrition and genetics, to the production of high quality meat products at our processing facility.

Seaboard's processing facility in Guymon, Oklahoma opened in 1995. The facility has a daily double shift capacity to process approximately 16,000 hogs and generally operates at capacity with additional weekend shifts depending on market conditions. Seaboard produces and sells fresh, frozen and further processed pork products to further processors, foodservice outlets, grocery stores and other retail outlets, and other distributors throughout the United States and to Japan and other foreign markets. Hogs processed at the plant principally include Seaboard-raised hogs as well as hogs raised by third parties purchased under contract and in the open market.

Seaboard's hog production facilities consist of genetic and commercial breeding, farrowing, nursery and finishing buildings located in Oklahoma, Kansas, Texas and Colorado. These facilities have a capacity to produce over three and one-half million market hogs annually. Seaboard owns and operates six centrally located feed mills to provide formulated feed to these facilities and has additional feed mill capacity to support future growth.

Seaboard's Pork Division also owns two bacon processing plants located in Salt Lake City, Utah and Missoula, Montana. The processing plants produce premium sliced and pre-cooked bacon primarily for food service. This acquisition in 2005 continues Seaboard's expansion of its integrated pork model into value- added products and is expected to enhance Seaboard's ability to venture into other further processed pork products.

Seaboard's vertically integrated system provides a number of strategic advantages relative to other companies in the industry. These advantages, which result largely from significant control of the production and processing chain, allow Seaboard to produce high quality, safe products. The consistency and quality of Seaboard pork have allowed Seaboard to become one of the leading exporters of pork products from the United States to Japan and other foreign markets.

Commodity Trading & Milling Division

Seaboard's Commodity Trading & Milling Division internationally markets wheat, corn, soybean meal and other commodities in bulk to third party customers and affiliated companies. These commodities are purchased worldwide with primary destinations in Africa, South America, the Caribbean, and the Eastern Mediterranean.

The division originates, transports and markets approximately 2.5 million tons annually of wheat, corn, soybean meal and other commodities. The focus remains on the efficient supply of quality products and services to the wheat and maize milling and animal feed industries. Seaboard integrates the service of delivering commodities to its customers primarily through the use of chartered bulk vessels and its eight owned bulk carriers.

Seaboard's Commodity Trading and Milling Division operates in fourteen countries, including three trading locations and eleven grain processing businesses. The grain processing businesses are operated through five consolidated and six non-consolidated affiliates in Africa, South America, and the Caribbean with flour, feed and maize milling businesses producing over one and one-half million metric tons of finished product per year.

Marine Division

Seaboard's Marine Division provides containerized shipping service between the United States, the Caribbean Basin, and Central and South America. Seaboard's primary operations, located in Miami, include a 135,000 square-foot warehouse for cargo consolidation and temporary storage in addition to a 70 acre terminal at the Port of Miami. At the Port of Houston, Seaboard operates a 62 acre cargo terminal facility that includes over 690,000 square feet of on-dock warehouse space for temporary storage of bagged grains, resins and other cargoes. Seaboard also makes scheduled vessel calls in Philadelphia, Pennsylvania, Fernandina Beach, Florida, and New Orleans, Louisiana.

Seaboard's fleet consists of eight owned and approximately 27 chartered vessels, thousands of dry, refrigerated and specialized containers and related equipment. Within its service lanes, Seaboard is one of the largest shippers in terms of cargo volume to and from the Port of Miami and provides direct service to over 25 countries. Seaboard also provides extended service from our domestic ports of call to and from multiple foreign destinations through connecting carrier agreements with major regional and global carriers.

To maximize fleet utilization, Seaboard uses a network of offices and agents throughout the United States, Canada, Latin America, and the Caribbean Basin to book both northbound and southbound cargo to and from the United States and between the countries it serves. Seaboard's full service intermodal capabilities allow the transport by either truck or rail, of both import and export cargo to and from various U.S. ports. Seaboard's frequent sailings and fixed-day schedules make it convenient for customers to coordinate manufacturing schedules and maintain inventories at cost-efficient levels. Seaboard's approach is to work in partnership with its customers and provide the most effective level of service throughout the United States to and from Latin America and the Caribbean Basin and between the countries it serves.

Other Divisions

Seaboard's other businesses consist largely of food-related businesses and electric power generation.

Seaboard is involved in the production and refining of sugar, and the production and processing of citrus products in Argentina. These products are primarily marketed locally with some exports to the United States, other South American countries and Europe. Seaboard's mill, one of the largest in Argentina, currently has a processing capacity of approximately 200,000 metric tons of sugar per year. The mill is located in the Salta Province. Approximately 50,000 acres of this land is planted with sugar cane which supplies the majority of the raw product processed by the mill. Another approximately 3,000 acres is planted with orange trees.

Seaboard owns two floating electric power generating facilities consisting of a system of diesel engines mounted on barges with a combined rated capacity of approximately 112 megawatts. Seaboard operates as an independent power producer that generates electricity into the local power grid but is not involved in the transmission or distribution of electricity. Electricity is sold under contract to certain large commercial users, and on the spot market that is accessed by three wholly or partially government- owned distribution companies, and limited others.

Seaboard processes jalapeno peppers at its plant in Honduras. These products are shipped to the United States on Seaboard Marine vessels and distributed from Seaboard's port facilities. Seaboard also has an equity investment in a wine business that produces wine in Bulgaria for distribution primarily throughout Europe.

                           Summary of Selected Financial Data

                                        Years ended December 31,
(Thousands of dollars
except per share amounts) 2005        2004        2003        2002        2001

Net sales            $2,688,894  $2,683,980  $1,981,340  $1,829,307  $1,804,610

Operating income     $  320,045  $  251,254  $   68,786  $   47,125  $  114,352

Net earnings         $  266,662  $  168,096  $   31,842  $   13,507  $   51,989

Basic earnings per
 common share        $   212.20  $   133.94  $    25.37  $     9.38  $    34.95

Diluted earnings per
 common share        $   211.94  $   133.94  $    25.37  $     9.38  $    34.95

Total assets         $1,816,321  $1,436,694  $1,325,691  $1,281,141  $1,234,757

Long-term debt, less
 current maturities  $  201,063  $  262,544  $  321,555  $  318,746  $  255,819

Stockholders' equity $  977,870  $  692,682  $  520,565  $  486,731  $  528,420

Dividends per common
 share               $     3.00  $     3.00  $     3.00  $     2.50  $     1.00

In the fourth quarter of 2005, Seaboard made a one-time election to repatriate previously permanently invested foreign earnings resulting in a total tax expense of approximately $11,586,000, recognized a tax benefit of $21,428,000 for the finalization of certain tax years as a result of a settlement with the Internal Revenue Service and recognized a tax benefit of $4,977,000 as a result of an agreement with the Puerto Rican Treasury department that favorably resolved certain prior years' tax issues. The net effect of these events was an increase in net earnings of $14,819,000, or $11.78 per common share on a diluted earnings basis for the year. See Note 7 of the Consolidated Financial Statements for further discussion.

In January 2005, Seaboard agreed to a tax settlement related to prior year tax returns resulting in a tax benefit of $14,356,000, or $11.44 per common share, which was recognized in the fourth quarter of 2004. See Note 7 to the Consolidated Financial Statements for further discussion.

In the fourth quarter of 2004, Seaboard recognized a $3,592,000 decline in value considered other than temporary in its investment in a Bulgarian wine business as a charge to loss from foreign affiliates. See Note 13 to the Consolidated Financial Statements for further discussion. As a result of its decision to sell this equity investment, in the fourth quarter of 2004, Seaboard recharacterized the related accounting for income tax purposes from ordinary to capital losses, which resulted in the reversal of a previously recorded tax benefit of $5,795,000 related to prior year losses. See Note 7 to the Consolidated Financial Statements for further discussion. The effect of these fourth quarter events related to this business was a decrease in net earnings of $7.48 per common share.

During the fourth quarter of 2003, Seaboard sold its equity investment in Fjord Seafood ASA (Fjord), an integrated salmon producer and processor headquartered in Norway, recognizing a gain of $18,036,000. The gain was not subject to tax. See Note 3 to the Consolidated Financial Statements for additional discussion. During 2003, Seaboard recorded its share of losses related to its investment in Fjord totaling $15,546,000, including $12,421,000 for asset impairment charges. Seaboard's share of losses from Fjord during 2002 and 2001 totaled $10,158,000 and $1,316,000, respectively. See Note 13 to the Consolidated Financial Statements for additional discussion.

Also during 2003, Seaboard adopted Statement of Financial Accounting Standard No. 143, "Accounting for Asset Retirement Obligations," Financial Accounting Standards Board Interpretation No. 46, revised December 2003, "Consolidation of Variable Interest Entities," and changed its method of accounting for costs associated with the regularly scheduled drydocking of vessels from the accrue-in-advance method to the direct-expense method. As a result of these changes, Seaboard recorded a net cumulative effect of changes in accounting principles of $2,868,000, or $2.29 per share. See Note 1 to the Consolidated Financial Statements for additional information.

During 2002, Seaboard completed a series of transactions related to its Argentine sugar business, resulting in a one-time tax benefit of $14,303,000. Also during 2002, Seaboard effectively repurchased 232,414.85 shares of common stock from its parent company. See Note 12 to the Consolidated Financial Statements for further discussion. Seaboard's 2002 and 2001 financial position and results of operations were negatively impacted by the devaluation of the Argentine peso. See Note 12 to the Consolidated Financial Statements for further discussion.

Quarterly Financial Data (unaudited)

(UNAUDITED)
(Thousands of dollars           1st       2nd        3rd       4th    Total for
except per share amounts)     Quarter   Quarter    Quarter   Quarter   the Year

2005

Net sales                   $ 713,327 $ 736,962  $ 636,779 $ 601,826 $2,688,894

Operating income            $  97,080 $  82,148  $  65,383 $  75,434 $  320,045

Net earnings                $  68,677 $  62,584  $  52,590 $  82,811 $  266,662

Earnings per common share:

 Basic                      $   54.72 $   49.87  $   41.90 $   65.65 $   212.20

 Diluted                    $   54.72 $   49.87  $   41.69 $   65.65 $   211.94

 Dividends per common share $    0.75 $    0.75  $    0.75 $    0.75 $     3.00

Market price range per common share:

                  High      $1,147.20 $1,695.00  $1,784.00 $1,809.00

                  Low       $  978.00 $  855.00  $1,177.00 $1,290.00

2004

Net sales                   $ 615,675 $ 712,307  $ 667,462 $ 688,536 $2,683,980

Operating income            $  42,762 $  55,527  $  71,368 $  81,597 $  251,254

Net earnings                $  27,377 $  34,256  $  46,548 $  59,915 $  168,096

Earnings per common share:

 Basic                      $   21.81 $   27.29  $   37.09 $   47.74 $   133.94

 Diluted                    $   21.81 $   27.29  $   37.09 $   47.74 $   133.94

Dividends per common share  $    0.75 $    0.75  $    0.75 $    0.75 $     3.00

Market price range per common share:

High $ 352.00 $ 498.00 $ 669.99 $1,038.00

Low $ 280.00 $ 317.00 $ 482.65 $ 545.00

In the fourth quarter of 2005, Seaboard made a one-time election to repatriate previously permanently invested foreign earnings resulting in a total tax expense of approximately $11,586,000, recognized a tax benefit of $21,428,000 for the finalization of certain tax years as a result of a settlement with the Internal Revenue Service and recognized a tax benefit of $4,977,000 as a result of an agreement with the Puerto Rican Treasury department that favorably resolved certain prior years' tax issues. The net effect of these fourth quarter events was an increase in net earnings of $14,819,000, or $11.75 per common share on a diluted basis for the quarter. See Note 7 of the Consolidated Financial Statements for further discussion.

Management's Discussion & Analysis

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Seaboard is a diverse agribusiness and transportation company with global operations in several industries. Most of the sales and costs of Seaboard's segments are significantly influenced by worldwide fluctuations in commodity prices or changes in foreign political and economic conditions. Accordingly, sales, operating income and cash flows can fluctuate significantly from year to year. As each segment operates in unrelated industries and different geographical locations, management evaluates their operations separately. Seaboard determined its segments based on information provided to the chief operating decision maker which is used to determine allocation of resources and assess performance.

Pork Segment

Management views the Pork segment as Seaboard's most significant operation. It is primarily a domestic business with some export sales to Japan and other foreign markets. All sales of pork products are generated from a single hog processing plant in Guymon, Oklahoma, which operates at double shift capacity and two bacon plants located in Salt Lake City, Utah and Missoula, Montana acquired in 2005. In 2005, Seaboard raised over 70% of the hogs processed at the Guymon plant with the remaining hog requirements purchased primarily under contracts from independent producers.

This segment is also the most capital intensive segment with approximately 40% of consolidated assets, including approximately 70% of Seaboard's fixed assets and material dollar amounts for live hog inventories. Management believes the Pork segment possesses the ability to generate more operating income and cash flow in any one year than any of Seaboard's other businesses, as was demonstrated by the 2005 and 2004 operating results.

In July 2005, Seaboard completed the acquisition of Daily's, a bacon processor located in the western United States. The acquisition included Daily's two bacon processing plants located in Salt Lake City, Utah and Missoula, Montana. Daily's produces premium sliced and pre-cooked bacon primarily for food service. This acquisition continues Seaboard's expansion of its integrated pork model into value-added products and is expected to enhance Seaboard's ability to venture into other further processed pork products.

Of Seaboard's businesses, management believes the Pork segment also has the greatest exposure to commodity price fluctuations. As a result, this segment's operating income and cash flows can materially fluctuate from year to year, significantly affecting Seaboard's consolidated operating income and cash flows. Sales prices are directly affected by both domestic and worldwide supply and demand for pork products and other proteins. Feed costs are the most significant single component of the cost of raising hogs and can be materially affected by commodity prices for corn and soybean meal. In addition, costs can be materially affected by market prices for hogs purchased from third parties for processing at the plant.

Seaboard is currently evaluating several further processing opportunities related to its pork operations. Management currently has no immediate plans for significant expansion of its live production facilities to support the Guymon plant. As the Guymon plant operates at capacity, to improve operating income Seaboard is constantly working towards improving the efficiencies of the Pork operations as well as considering ways to increase margins by expanding product offerings.

In early 2004, Seaboard entered into a marketing agreement with Triumph Foods LLC (Triumph) to market all of the pork products produced at Triumph's pork processing plant in St. Joseph, Missouri. Seaboard earns a commission for this service and is entitled to be reimbursed for certain expenses. The plant began operations in January 2006. This plant has similar capacity to Seaboard's Guymon plant with the business based upon the same integrated model as Seaboard's. The Triumph plant is not expected to reach full double shift operating capacity until 2007.

Commodity Trading and Milling Segment

The Commodity Trading and Milling segment is Seaboard's second largest segment with approximately 15% of consolidated assets, which consist primarily of working capital assets. This segment principally operates overseas with locations in Africa, Bermuda, South America and the Caribbean. These foreign operations can be significantly impacted by local crop production, political instability, economic conditions and currency fluctuations. This segment's sales are also significantly affected by fluctuating prices for various commodities, such as wheat, corn and soybean meal. Although this segment owns eight ships, most of the third party trading business is transacted with chartered ships. Charter hire rates, influenced by available charter capacity for worldwide trade in bulk cargoes, and related fuel costs can also impact business volumes and margins. The milling businesses, both consolidated and non-consolidated affiliates, operate in many foreign and, in most cases, lesser developed countries. Subsidized wheat and flour exports can create fluctuating market conditions that can have a significant impact on both the trading and milling businesses' sales and operating income.

The majority of the Commodity Trading and Milling segment's sales pertain to the commodity trading business. As the commodity trading portion of the business originates grain sales from and sells to many international locations, timing of completion of voyages, and the availability of and rates for bulk cargo shipping can significantly affect sales volumes, operating income, working capital and related cash flows from quarter-to- quarter. Seaboard continues to look for opportunities for additional markets to expand the milling operations.

Effective May 9, 2005 Seaboard's Commodity Trading and Milling segment agreed to sell some components of its third party commodity trading operations. This transaction closed on May 27, 2005. As a result of the sale, Seaboard intends to focus on the supply of raw materials to its core milling operations and the transaction of third party commodity trades in support of these operations. In addition, Seaboard intends to continue competing in many of the markets and routes associated with the sale transaction.

Marine Segment

The Marine segment is the third largest in terms of sales and assets. This segment provides containerized cargo shipping services primarily from the United States to over twenty-five different countries in the Caribbean Basin, and Central and South America. Fluctuations in economic conditions or unstable local political situations in the countries in which Seaboard operates can affect import/export trade volumes. In addition, containerized cargo rates can fluctuate depending on local supply and demand for shipping services. This segment time-charters or leases the majority of its ocean cargo vessels and is also affected by fluctuations in charter hire rates and fuel costs.

Seaboard's marine business operates in many foreign countries, and can experience significant fluctuations as a result of local economic or political instability. In prior years, Seaboard has experienced the effects of the economic and political instability in Venezuela which also affected other related South American markets. This had a significant negative impact on operating income while reducing related cash flows. During this time, Seaboard replaced the lost Venezuelan volumes with new routes, and expanded volumes on existing routes, although margins decreased. During 2004, Seaboard was able to increase cargo rates in most markets, and commercial activity improved in Venezuela. During 2005, Seaboard was able to continue increasing its cargo rates in most markets. These rate increases helped offset higher charter hire rates and fuel costs. Assuming this segment continues to expand its volumes, needs for cargo carrying and handling equipment will increase over the next couple of years. Seaboard continues to look for ways to increase volumes on existing routes while looking to provide additional new services for the region.

Sugar and Citrus Segment

Seaboard's Sugar and Citrus segment operates a sugar mill in Argentina, locally growing a substantial portion of the sugar cane processed at the mill. This segment's sales and operating income are significantly impacted by local and worldwide sugar prices. Yields from the Argentine sugar harvest can have an impact on the local price of sugar. Also, but to a lesser degree, price fluctuations of the world market can affect local sugar prices and can also impact export sale volumes. Depending on local harvest and market conditions, this business purchases third party sugar and citrus for resale. Over the past several years, Seaboard made several modifications to this business to improve the efficiency of its operations.

As the functional currency of the Sugar and Citrus segment is the Argentine peso, the currency exchange rate can also have an impact on reported U.S. dollar sales, operating income and cash flows. Financing needs for the foreseeable future are not expected to be significant for this operation. Seaboard continues to explore ways to improve and expand its existing operations while considering other alternatives to expand this segment.

Power Segment

Seaboard's Power segment operates as an unregulated independent power producer in the Dominican Republic (DR) generating power from diesel engines mounted on two barges. Historically, these engines have been fully dispatched as a result of the relative efficiency of the operations, and until the end of 2003, the engines operated at capacity. This segment's financing needs have been minimal. Until the past few years, this segment had produced some of Seaboard's best return on investment although operating cash flows have fluctuated from inconsistent customer collections. Seaboard has contracts to sell approximately 40% of its power to certain government-approved commercial large users under long-term contracts and, at year-end, entered into short- term contracts for most of the remaining production. Energy produced in excess of contracted amounts is sold on the spot market to three wholly or partially-government-owned distribution companies or other generators who lack sufficient power production to service their customers. Fuel is the largest cost component but increases in fuel prices have generally been passed through to customers.

During 2003, the exchange rate for the Dominican peso devalued significantly before stabilizing somewhat during 2004 and 2005. In addition, since the last half of 2003, the power industry in the DR has suffered from a cash flow imbalance that began when the government did not allow retail electricity rates charged by the distribution companies to increase sufficiently in a timely manner to cover the significant peso devaluation and increases in U.S. dollar-denominated fuel costs.

As a result of a more stable payment performance from all customers, during the last half of 2005 management decided to produce at near capacity, while during 2004 Seaboard curtailed its level of power production from time to time due to lack of payments from spot sales. Seaboard continues to pursue additional commercial contract customers, which would reduce dependency on the government for liquidity. In addition, Seaboard is pursuing additional investment opportunities in the power industry.

LIQUIDITY AND CAPITAL RESOURCES

Summary of Sources and Uses of Cash

Cash and short-term investments as of December 31, 2005 increased $278.6 million from December 31, 2004 reflecting cash generated from operations, short-term borrowings of $90.0 million which occurred at year-end primarily to help fund a one-time qualifying foreign intercompany dividend (see Note 7 to the Consolidated Financial Statements for further discussion) and proceeds of $26.5 million from the sale of a portion of the commodity trading operations as discussed below. While cash from operating activities totaled $331.1 million, $64.2 million was used for capital expenditures, $60.6 million was used for scheduled maturities of long-term debt, and $48.0 million was used for the acquisition of Daily's as discussed below.

Cash from operating activities for 2005 increased $137.0 million compared to 2004, primarily reflecting increased earnings of the Pork and Marine segments. In addition, ongoing working capital requirements have decreased for the Commodity Trading and Milling segment with the sale of some components of the commodity trading operations, as discussed below, and as a result of improved collections of receivables for the Power segment.

Cash and short-term investments as of December 31, 2004 increased $38.5 million over December 31, 2003, reflecting cash generated from operations. While cash from operating activities totaled $194.1 million, $54.2 million was used for scheduled maturities of long-term debt, $73.8 million was used to repay notes payable to banks, and $33.6 million was used for capital expenditures.

Cash from operating activities for 2004 increased $102.4 million compared to 2003, primarily reflecting increased earnings, partially offset by the increased working capital needs primarily from the increase in business, especially in the Commodity Trading and Milling segment, and an additional special funding of $14.3 million to Seaboard's qualified defined benefit pension plan (see Note 10 to the Consolidated Financial Statements). For the Commodity

Trading and Milling segment, the overall increase in trading activity and commodity costs caused increases in accounts receivable and inventories. Working capital needs also increased for the Power segment as a result of continuing slow collections of accounts receivable. Overall, the Pork segment and, to a lesser degree, the Marine segment generated cash from operating activities.

Acquisitions, Capital Expenditures and Other Investing Activities

During 2005 Seaboard invested $64.2 million in property, plant and equipment, of which $8.1 million was expended in the Pork segment, $13.8 million in the Commodity Trading and Milling segment, $30.0 million in the Marine segment, $11.2 million in the Sugar and Citrus segment and $1.1 million in the remaining businesses. For the Commodity Trading and Milling segment, $10.3 million was spent to purchase a used bulk vessel and make necessary improvements. For the Marine segment, $8.8 million was spent to purchase two previously chartered containerized cargo vessels and a crane, with the remaining expenditures primarily used to purchase cargo carrying equipment. In the Sugar and Citrus segment, the capital expenditures were primarily used for mill expansion, plantation development and harvesting equipment. All other capital expenditures were of a normal recurring nature and primarily included replacements of machinery and equipment, and general facility modernizations and upgrades.

The Pork segment is currently planning to expand its processed meats capabilities by constructing a separate further processing plant, primarily for bacon and sausage processing, at an approximate cost of $40.0 million. Construction of this facility is expected to begin during 2006 and to be completed in 2007 with approximately $29.3 million to be spent in 2006. In addition, the Pork segment is pursuing the construction of a processing plant to utilize by-products from its Guymon processing plant to produce biodiesel which will be marketed to third parties. This plant will be completed in 2007 and its estimated to cost $18.5 million with approximately $11.1 million to be spent in 2006. Triumph Foods has the option to participate in up to fifty percent of this project and is in the process of reviewing its participation.

The total 2006 capital expenditures budget is $116.7 million. In addition to the projects detailed above, the Pork segment plans to spend $23.7 million for improvement to existing hog facilities, expansion of the further processing capacity acquired from Daily's, upgrades to the Guymon processing plant and additional facility upgrades and related equipment. The Commodity Trading and Milling segment plans to spend $6.0 million primarily for milling facility upgrades and related equipment. The Marine segment has budgeted $34.5 million for additional cargo carrying and handling equipment, expansion of port facilities and to purchase containerized cargo vessels currently chartered. The Sugar and Citrus segment plans to spend $9.5 million for improvements to the plantation and harvesting equipment. The balance of $2.6 million is planned to be spent in all other businesses. Management anticipates paying for these capital expenditures from internally generated cash and the use of available short-term investments. As of December 31, 2005 Seaboard was committed to spend $1.6 million to purchase equipment and make facility improvements.

As discussed in Note 2 to the Consolidated Financial Statements, at the beginning of the third quarter of 2005, Seaboard completed the acquisition of a bacon processing company (Daily's) in exchange for $44.5 million in cash, plus working capital adjustments of approximately $3.1 million, a 4.74% equity interest in Seaboard Foods LP (formerly Seaboard Farms, Inc.) valued at $44.5 million, a put right associated with the 4.74% interest in Seaboard Foods LP valued at $6.7 million and $0.4 million of acquisition costs incurred. The cash payment was funded with proceeds from the sale of short-term investments.

As discussed in Note 2 to the Consolidated Financial Statements, effective May 9, 2005 Seaboard's Commodity Trading and Milling segment sold some components of its third party commodity trading operations for $26.5 million. Transactions in process at the date of sale were completed by and were the responsibility of Seaboard after the date of sale. Although Seaboard intends to continue competing in many of the markets of the sold operations, the volume of business will be less and thus the overall working capital requirements will be less in the future periods than periods prior to the sale.

During the fourth quarter of 2004, Seaboard placed $0.7 million in escrow for a potential investment in an electricity generating company in the Dominican Republic. Initially, Seaboard's investment commitment was for a total of $3.4 million, or a 12.9% investment in this company, but during the second quarter of 2005, Seaboard increased its commitment to approximately $5.5 million for a total investment of less than 20% in this company. Seaboard has

contracted to pay the remaining portion of the investment as soon as the local government, regulatory and banking approvals are received. However, because of delay in obtaining the requisite consents, both the seller and the purchaser presently have the right to cancel the transaction, although neither has yet exercised this right. It is unknown when, or if, the requisite consents will ever be obtained in order to complete the transaction.

During 2004 Seaboard invested $33.6 million in property, plant and equipment, of which $11.8 million was expended in the Pork segment, $10.3 million in the Marine segment, $4.9 million in the Commodity Trading and Milling segment, $5.5 million in the Sugar and Citrus segment and $1.1 million in the remaining businesses. The capital expenditures for 2004 were primarily of a normal recurring nature which included replacements of machinery and equipment, and general facility modernizations and upgrades.

During 2003 Seaboard invested $15.8 million in the Pork segment primarily for the expansion of existing hog production facilities, and land acquisition and permitting activities to support the requirements of the potential second processing plant that management has since decided not to pursue at this time. These capital expenditures exclude an increase in net fixed assets in 2003 for hog production facilities previously leased under a master lease agreement that were acquired for a total of $25.0 million primarily from the assumption of debt as discussed below, and also exclude $31.7 million of net fixed assets from the consolidation of variable interest entities (VIEs). See Note 1 to the Consolidated Financial Statements for further discussion of consolidation of VIEs.

Also during 2003, Seaboard invested $7.7 million in the Marine segment primarily for expansion and replacement of cargo transportation and loading equipment, and facility improvements; $4.4 million in the Sugar and Citrus segment primarily for machinery and equipment, and improvements to the mill and sugarcane fields; and $3.6 million in all other segments for general modernization, mill expansion, and efficiency upgrades of plant and equipment.

Financing Activities, Debt and Related Covenants

As a result of the one-time qualifying foreign intercompany dividend paid, as discussed in Note 7 to the Consolidated Financial Statements, during December 2005 Seaboard entered into a new two-year committed credit facility totaling $50.0 million and a new $50.0 million uncommitted credit line for a foreign subsidiary in the Commodity Trading and Milling segment. In addition, Seaboard entered into a new $25.0 million uncommitted credit facility to finance the working capital needs of a foreign subsidiary in the Commodity Trading and Milling segment. Also, during the fourth quarter of 2005, Seaboard reduced its five year committed credit facility from $200.0 million to $100.0 million because of the current levels of cash and short-term investments held by Seaboard. During the second quarter of 2005, Seaboard allowed a $20.0 million committed line of credit to expire and also cancelled its $95.0 million subsidiary credit facility. See Note 8 to the Consolidated Financial Statements for a summary of the material terms of Seaboard's credit facilities, including financial ratios and covenants.

Management believes there are currently no covenants that materially restrict Seaboard's ability to undertake additional debt financings. As of December 31, 2005, Seaboard is in compliance with all restrictive covenants relating to these arrangements.

In the fourth quarter of 2005, Seaboard issued 6,313.34 shares to its parent company, Seaboard Flour LLC, as a result of a tax benefit of $8.3 million. See Note 12 to the Consolidated Financial Statements for further discussion.

In January 2006, Seaboard paid $2.1 million to purchase the equity of a VIE which was consolidated by Seaboard at December 31, 2005. This VIE owned certain facilities used in the Pork segment's vertically integrated hog production. Non-controlling interest related to this VIE on the consolidated balance sheet as of December 31, 2005 was $1.1 million.

During 2004, the 10% minority interest owner of one of the power barges located in the Dominican Republic exercised a put option for the equity interest. See Note 2 to the Consolidated Financial Statements for further discussion.

In conjunction with the 2003 purchase of hog production facilities previously leased, Seaboard assumed bank debt of $24.4 million. In addition, Seaboard assumed $29.9 million of bank debt from one VIE. As of December 31, 2003, the consolidation of VIEs in accordance with FIN 46, including the assumed debt, increased long-term debt by $31.5 million.

The following table represents a summary of Seaboard's available borrowing capacity as of December 31, 2005. Borrowings outstanding under committed and uncommitted lines as of December 31, 2005 totaled $50.0 million and $42.9 million, respectively. The $50.0 million borrowing under the two-year committed line is classified in current liabilities at December 31, 2005 as Seaboard has the ability and intent to repay such borrowings during the next year. Letters of credit of $56.5 million reduced Seaboard's borrowing capacity under its committed credit lines primarily representing $42.7 million for Seaboard's outstanding Industrial Development Revenue Bonds and $13.2 million related to insurance coverages.

                                                       Total amount
(Thousands of dollars)                                  available

Long-term credit facilities - committed                   $150,000
Short-term uncommitted demand notes                         79,926

Total borrowing capacity                                   229,926

Amounts drawn against lines                                 92,938
Letters of credit reducing borrowing availability           56,521

Available borrowing capacity at December 31, 2005         $ 80,467

Scheduled long-term debt maturities range from $12.0 million to $63.3 million per year, or a total of $136.7 million, over the next three years. Management believes Seaboard's current combination of internally generated cash, liquidity, capital resources and short-term borrowing capabilities will be adequate for its existing operations and any currently known potential plans for expansion of existing operations or business segments. Management does, however, periodically review various alternatives for future financings to provide additional liquidity for future operating plans. Management intends to continue seeking opportunities for expansion in the industries in which Seaboard operates and, based on current liquidity and available borrowing capacity, has no plans to pursue other financing alternatives.

Contractual Obligations and Off-Balance-Sheet Arrangements

A summary of Seaboard's contractual cash obligations as of December 31, 2005 is as follows:

                                               Payments due by period

                                            Less than   1-3      3-5  More than
(Thousands of dollars)               Total   1 year    years    years   5 years

Vessel  time-charter commitments   $ 98,677 $ 65,080 $ 33,597 $      - $      -

Contract grower finishing
    Agreements                      132,222   11,996   23,832   23,722   72,672

Other  operating lease payments      32,822    8,996   13,364    4,266    6,196

Total  lease obligations            263,721   86,072   70,793   27,988   78,868

Long-term debt                      262,478   61,415   75,245   49,287   76,531

Short-term notes payable             92,938   92,938        -        -        -

Other  purchase commitments         312,734  237,582   75,152        -        -

Total contractual cash obligations
  and commitments                  $931,871 $478,007 $221,190 $ 77,275 $155,399

To support the operations of the Pork segment, Seaboard has agreements in place with farmers to raise a portion of Seaboard's hogs according to specifications. See Note 11 to the Consolidated Financial Statements for further information.

Seaboard has entered into grain and feed ingredient purchase contracts to support the live hog operations of the Pork segment and has contracted for the purchase of additional hogs from third parties. The Commodity Trading and Milling segment also enters into commodity purchase contracts, primarily to support sales commitments. See Note 11 to the Consolidated Financial Statements for a further discussion and for a more detailed listing of other purchase commitments.

Seaboard has also issued $2.7 million of guarantees to support certain activities of non-consolidated affiliates or third parties who provide services for Seaboard. See Note 11 to the Consolidated Financial Statements for a detailed discussion.

RESULTS OF OPERATIONS

Net sales for the year ended December 31, 2005 increased to $2,688.9 million from $2,684.0 million in 2004 and $1,981.3 million for 2003. The increase in net sales in 2005 was primarily the result of improved average rates and volumes for marine cargo services, the acquisition of Daily's and, to a lesser degree, improved international markets for the Pork segment. Partially offsetting the increase was the sale of some components of Seaboard's third party commodity trading operations. The increase in net sales in 2004 was primarily the result of increased commodity trading volumes and commodity prices, higher market prices for pork products and improved average rates for marine cargo service with increased volumes.

Operating income increased to $320.0 million in 2005, up from $251.3 million in 2004 and $68.8 million in 2003. The 2005 improvement compared to 2004 primarily reflects the improved rates and volumes in the Marine segment, lower feed costs and improved international markets in the Pork segment and, to a lesser extent, the acquisition of Daily's. Also impacting the increase in operating income is the effect of the mark-to-market of commodity futures and options in the Commodity Trading and Milling segment increasing operating income $9.3 million in 2005 compared to 2004. The 2004 improvement compared to 2003 primarily reflects the higher market prices for pork products along with the improved average rates and, to a lesser extent, increased volumes for marine cargo services. Increased trading volumes also contributed to the 2004 increase.

Seaboard's operations primarily involve commodity based industries, which typically have cyclical upswings and downswings. For the past several quarters, Seaboard has experienced the positive effects from favorable pricing conditions in the Pork and Marine segments, while other segments have not experienced material negative conditions. If there is a cyclical downswing in the Pork or Marine industries or other industries in which Seaboard operates, Seaboard's results from operations will be adversely affected.

Operating income for each segment presented below for 2004 and 2003 has been adjusted to reflect changes in the allocation of administrative services by the corporate office as discussed in Note 13 to the Consolidated Financial Statements.

Pork Segment
(Dollars in millions)                  2005      2004       2003

Net sales                            $1,023.9   $ 961.6    $ 735.7
Operating income                     $  182.7   $ 147.4    $  26.4

Net sales for the Pork segment increased $62.3 million for the year ended December 31, 2005 compared to 2004, primarily as a result of the acquisition of Daily's, a processor of premium sliced and pre-cooked bacon as discussed in Note 2 to the Consolidated Financial Statements, and to a lesser degree, the result of strong demand in the international markets which provided opportunities to shift volumes and product mix to higher sales price opportunities in international markets. The increases were partially offset by lower prices for pork products in the domestic markets.

Operating income increased $35.3 million for the year ended December 31, 2005 compared with 2004 primarily as a result of lower feed costs and, to a lesser extent, the acquisition of Daily's, lower costs for third party hogs used for processing, and a higher percentage of Seaboard-raised hogs processed which cost less than third party hogs. In addition, the prior year included an $8.1 million LIFO benefit whereas for 2005 LIFO was virtually unchanged.

Management is unable to predict future market prices for pork products or the effect on market prices from marketing the increased volumes of pork products produced by Triumph Foods, the cost of feed costs and third party hogs, or how long the relatively strong overall market conditions will be sustained. During 2005 and the last half of 2004, market prices for pork products were unusually high compared to historic norms. History has demonstrated that high market prices are not sustained over long periods of time but rather rise and fall based on prevailing market conditions. Overall, management expects this segment to remain profitable during 2006 although lower than 2005.

Net sales for the Pork segment increased $225.9 million in 2004 compared to 2003 primarily as a result of higher domestic and international market prices for pork products and, to a lesser extent, higher sales volumes. The demand for pork products remained strong for both domestic and international markets throughout 2004 as a result of higher prices for competing proteins, favorable export conditions and a weakened U.S. dollar. Sales volumes increased as Seaboard operated additional weekend processing shifts during 2004 to take advantage of the favorable market conditions.

Operating income for the Pork segment increased $121.0 million in 2004 compared with 2003 primarily reflecting higher sales prices and volumes discussed above, partially offset by higher costs for third party hogs used for processing. Also contributing to the improved profitability percentage was an increase in processing of both the number and percentage of Seaboard-raised hogs, which cost less than third party hogs in 2004. For 2004, operating income also includes an $8.1 million LIFO benefit, reflecting increases in the number of Seaboard-raised hogs over the prior year, compared with a $3.8 million LIFO benefit in 2003. During 2004, Seaboard expensed $1.4 million for abandoned land development costs for certain potential hog production sites and a potential second plant site that Seaboard has decided not to pursue at this time.

Commodity Trading and Milling Segment
(Dollars in millions)                  2005       2004      2003

Net sales                             $ 835.7   $1,066.5   $ 667.9
Operating income                      $  34.4   $   29.3   $  18.0
Income (loss) from foreign affiliates $   8.1   $    5.8   $  (0.4)

As discussed in Note 2 to the Consolidated Financial Statements, effective May 9, 2005, Seaboard sold some components of its third party commodity trading operations. Seaboard intends to continue competing in many of the markets and routes associated with the sale transaction. Since Seaboard has conducted its commodity trading business with third parties, consolidated subsidiaries, and foreign affiliates on an interrelated basis and intends to continue trading to third parties in certain markets, operating income from the business sold cannot be clearly distinguished from the remaining operations of Seaboard's Commodity Trading and Milling segment without making numerous subjective assumptions primarily with respect to mark-to-market accounting. For the first half of 2005, this transaction did not have a material effect on net sales, net earnings or earnings per common share as transactions in process at the date of the sale were completed by and the responsibility of Seaboard after the date of the sale. Seaboard's revenues from the portion of the operations sold for the first two quarters of 2005 totaled approximately $317.3 million, compared to $312.0 million for the first two quarters of 2004. Net sales for the last two quarters of 2005 for the third party commodity trading operations decreased $268.4 million, compared to the last two quarters of 2004, primarily as a result of the transaction.

Net sales for the Commodity Trading and Milling segment decreased $230.8 million for the year ended December 31, 2005 compared to 2004. This decrease primarily reflects the sale of some components of Seaboard's third party commodity trading operations as discussed above partially offset by an increase in sales for certain consolidated milling operations from improved local operating conditions. As worldwide commodity price fluctuations cannot be

predicted and as the impact of the sale transaction discussed above is not determinable, management is unable to predict future sales.

Operating income for this segment increased $5.1 million for 2005 compared to 2004. This increase primarily reflects the positive fluctuation of $9.3 million in 2005 compared to 2004 of marking to market derivative contracts, as discussed below, and $2.2 million of gains on derivative instruments sold in the sale transaction as discussed above. The increase was also the result of improved operations for certain consolidated milling locations. The increase was partially offset by the lower sales volume as a result of the sale discussed above and higher bad debt expenses in 2005 compared to 2004. In addition, in prior years Seaboard had entered into some long-term charter contracts allowing it to take advantage of higher freight market rates during 2004 which did not occur in 2005, increasing its overall profitability percentage during 2004. Due to the uncertain political and economic conditions in the countries in which Seaboard operates, management is unable to predict future operating results, but anticipates positive operating income for 2006.

While management believes its commodity futures and options and foreign exchange contracts are economic hedges of its firm purchase and sales contracts, Seaboard does not perform the extensive record-keeping required to account for commodity 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 mark-to-market adjustments will be primarily offset by actual contract margins. Operating income for the year ended December 31, 2005 includes commodity derivative gains of $3.0 million compared to losses of $5.4 million for 2004 for these mark-to-market adjustments. In addition, operating income for 2005 includes foreign exchange contract gains of $0.9 million. During 2004, the foreign exchange contracts were accounted for as hedges. See Note 9 to the Consolidated Financial Statements for further discussion on accounting for commodity derivatives. Seaboard's market risk exposure related to its derivative instruments has been reduced with the sale of the third party commodity trading business as discussed above.

Income from foreign affiliates for the year ended December 31, 2005 improved $2.3 million from 2004. This improvement primarily reflects improved local operating conditions. Based on the uncertainty of local political and economic situations in the countries in which the flour and feed mills operate, management cannot predict future results.

Net sales for the Commodity Trading and Milling segment increased $398.6 million for the year ended December 31, 2004 compared to 2003. This increase is primarily the result of higher trading volumes to third parties from increased volumes in existing markets and new market penetration, primarily for wheat, while corn and soybean meal volumes were also higher. To a lesser extent, volumes also increased to affiliates, primarily for wheat. Also contributing to the increase in sales were higher worldwide commodity prices and third party freight rates generally recoverable in sales prices. However, commodity prices began to decline during the last half of 2004 compared to commodity prices during the first half of the year.

Operating income for this segment increased $11.3 million for 2004 compared to 2003 primarily reflecting the increased sales volumes in the trading business discussed above. However, the impact of mark-to-market accounting for commodity futures and options contracts partially offset the improvement. While management believes its commodity futures and options are economic hedges of its firm purchase and sales contracts, Seaboard does not perform the extensive record-keeping required to account for commodity transactions as hedges for accounting purposes. As a result, operating income for the year ended December 31, 2004 includes losses of $5.4 million compared to gains of $2.6 million for 2003 for these mark-to-market adjustments. As products are delivered to customers, these mark- to-market adjustments are primarily offset by actual contract margins, assuming no further commodity price fluctuation. See Note 9 to the Consolidated Financial Statements for further discussion on accounting for commodity derivatives. In addition, Seaboard had entered into some long-term charter contracts in 2003, allowing it to take advantage of higher freight market rates during 2004, increasing its overall profitability percentage.

Income from foreign affiliates for the year ended December 31, 2004 improved $6.2 million from 2003. This improvement primarily reflects improved operating results from most milling operations generally as a result of improved local market conditions.

Marine Segment
(Dollars in millions)                  2005      2004      2003

Net sales                             $638.3    $498.5    $409.0
Operating income                      $ 90.9    $ 63.9    $  8.5

Net sales for the Marine segment increased $139.8 million for the year ended December 31, 2005, compared to 2004 as a result of higher average cargo rates and higher cargo volumes in most markets reflecting the continuation of improved market conditions since the second half of 2004.

Operating income for the Marine segment increased by $27.0 million over 2004, primarily reflecting the increased rates and volumes discussed above, partially offset by higher charter hire expenses, fuel costs and, to a lesser extent, inland transportation costs. Although management cannot predict changes in future cargo rates, fuel related costs, charter hire expenses or to what extent changes in economic conditions will impact cargo volumes, it does expect this segment to remain profitable in 2006 although lower than 2005.

Net sales for the Marine segment increased $89.5 million for the year ended December 31, 2004, compared to 2003 as a result of higher average cargo rates, especially in the last half of 2004, and higher cargo volumes. Average cargo rates for 2004 increased over 2003 reflecting improved market conditions and better cargo mixes in certain markets. Higher cargo volumes were experienced in most markets as a result of improved economic activities within the countries served by this segment. This was also true for the Venezuelan market, which had experienced significant decreases during the past two years. Operating income for the Marine segment increased by $55.4 million over 2003, primarily reflecting the higher average cargo rates and volumes discussed above.

Sugar and Citrus Segment
(Dollars in millions)                    2005      2004      2003

Net sales                               $89.0     $72.9     $70.7
Operating income                        $11.9     $12.2     $18.7
Earnings (loss) from foreign affiliates $ 0.1     $ 0.7     $(0.3)

Net sales for the Sugar and Citrus segment increased $16.1 million for the year ended December 31, 2005 compared to 2004. The increase was due to higher export sales volumes of sugar primarily from increased purchases of sugar from third parties for resale and, to a lesser extent, higher juice sales and increased sugar production. Although not able to predict future sugar prices, management currently does not expect Argentine sugar prices to increase during 2006 as governmental authorities are attempting to control inflation by limiting the price of basic commodities, including sugar. However, Seaboard expects to maintain its historical sales volume to Argentinean customers.

Operating income decreased $0.3 million during 2005 compared to 2004 primarily as a result of operating losses from lower margins for the citrus operation. Partially offsetting the decrease was the higher juice sales and higher sugar sales discussed above, although increased sugar production costs and higher costs of sugar purchases lowered gross margin on a percentage basis. Management expects positive operating income for 2006.

Net sales for the Sugar and Citrus segment increased $2.2 million for the year ended December 31, 2004 compared to 2003. The increase was due to higher citrus trading volumes during the last half of 2004. This increase was partially offset by lower sugar prices during 2004 resulting from the abundant sugar harvests in Argentina during the last two years which resulted in large sugar supplies. Operating income decreased $6.5 million during 2004 compared to 2003 primarily as a result of lower 2004 sugar prices as discussed above, and, to a lesser extent, losses incurred with the citrus trading business.

Power Segment
(Dollars in millions)                  2005      2004      2003

Net sales                              $77.7     $56.4     $69.6
Operating income                       $ 9.6     $ 4.4     $ 7.0

Net sales for the Power segment increased $21.3 million for the year ended December 31, 2005 compared to 2004 primarily reflecting higher rates and, to a lesser extent, increased kilowatt hour production. Rates have increased during 2005 primarily as a result of higher fuel costs, a component of pricing. While Seaboard has entered into short-term and long- term sales contracts for most of its production capacity, at times during 2004 and the first half of 2005 management curtailed production to avoid selling power in the spot market, a market at times which has created unfavorable collection concerns with certain customers. During the third quarter of 2005, management began selling additional amounts in the spot market based on more favorable spot market conditions. Management will continue to monitor the situation and will impose further curtailments to avoid sales to the spot market if market conditions do not remain favorable.

Operating income increased $5.2 million during 2005 compared to 2004 primarily due to lower commissions and bad debt expenses in 2005, partially offset by higher fuel costs in excess of increased rates. Management expects the economic situation in the Dominican Republic to remain relatively stable in the near term; however, higher fuel prices could pose a significant payment risk for the electric sector. Assuming fuel prices are stable or revert to more historical price levels and the spot market remains fairly stable, management expects to remain profitable for 2006.

Based on prior year liquidity problems within the Dominican Republic (DR) power sector where Seaboard's Power segment operates, certain amounts of prior years' receivables have not been fully collected from government-owned distribution companies and other companies that must collect from the government to make payments on their accounts. As of December 31, 2005, Seaboard's net receivable exposure from customers with significant past due balances totaled $13,620,000, including $8,866,000 classified in other long-term assets on the Consolidated Balance Sheet. The DR Government is working with businesses in the power sector to create a plan for companies to recover past due amounts although it is uncertain if Seaboard will be able to fully collect all such amounts.

Net sales for the Power segment decreased $13.2 million for the year ended December 31, 2004 compared to 2003 primarily due to lower production. Periodically during 2004, Seaboard curtailed production due to management's concerns about the collectibility of accounts receivable. In addition, Seaboard did not record approximately $1.9 million of spot market sales in the second half of 2004 as collectibility was not reasonably assured.

Operating income decreased $2.6 million during 2004 compared to 2003 primarily due to the lower production discussed above. In addition to lower production, commission expenses increased by $1.3 million in 2004. As discussed in Note 2 to the Consolidated Financial Statements, during 2004 Seaboard made a commission payment of $2.0 million to terminate a business relationship. These decreases were partially offset by reduced bad debt expense. During 2003, Seaboard recorded $4.5 million of bad debt expense as a result of the liquidity problems discussed above.

All Other Segments
(Dollars in millions)                   2005       2004      2003

Net sales                              $ 24.4     $ 28.0    $ 28.5
Operating income                       $  2.6     $  3.2    $  2.1
Loss from foreign affiliates           $ (7.9)    $ (8.5)   $(20.6)

Net sales and operating income decreased primarily as a result of discontinuing a portion of Seaboard's transportation business during the second half of 2005 and combining the remaining related party portion of the business with the Pork segment. For 2006, management expects operating income for All Other Segments to remain positive. Operating income for all other businesses increased for the year ended December 31, 2004 compared to 2003 which primarily reflects improved operations for the pepper processing business.

The loss from foreign affiliate reflects Seaboard's share of losses from its equity method investment in a Bulgarian wine business (the Business). In 2005 Seaboard recorded 100% of the losses from the Business compared to 37% for the first three quarters of 2004 and 73% for the last quarter of 2004. The loss in 2004 for the Business includes a provision for inventory write- downs of which Seaboard recorded its share, $0.8 million, during the second quarter of 2004. Management expects additional losses from the operations of the Business during 2006. See Note 13 to the Consolidate Financial Statements for further discussion of the Business and Seaboard's intention to sell the Business.

The loss from foreign affiliates in 2004 improved from 2003 primarily because Seaboard sold its equity method investment in Fjord Seafood ASA (Fjord) during the fourth quarter of 2003 as discussed below, leaving only results from its investment in the Business referred to above in 2004. As a result of sustained losses, during 2004 Seaboard's common stock investment in the Business was reduced to zero, and Seaboard began applying losses against its remaining investments, consisting of preferred stock and debt, based on the change in Seaboard's claim on the Business' book value. Accordingly, Seaboard increased its share of losses from this Business from 37% to 73% in the third quarter of 2004. In the fourth quarter of 2004, Seaboard recognized a $3.6 million decline in value considered other than temporary in its investment in this Business as a charge to losses from foreign affiliates. See Note 13 to the Consolidated Financial Statements for further discussion. The 2004 losses from the Business also include Seaboard's share of inventory write-downs totaling $0.8 million. Losses for the Business in 2003 totaled $5.0 million, including $1.5 million for Seaboard's share of losses from a troubled debt restructuring, net of gains from the sale of assets as discussed in Note 13 to the Consolidated Financial Statements.

Seaboard's share of losses from Fjord in 2003 totaled $15.5 million, including $12.4 million related to asset impairment charges incurred by Fjord. During the fourth quarter of 2003, Seaboard sold its equity investment in Fjord and recognized a gain on the sale of $18.0 million, recorded in Other Investment Income. See Note 13 to the Consolidated Financial Statements for further discussion.

Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses for the year ended December 31, 2005 increased by $11.5 million to $139.3 million over 2004 primarily due to increases in the Marine segment reflecting increased costs related to the volume growth of this business, the acquisition of Daily's in the Pork segment and increases in the Commodity Trading and Milling segment primarily from higher bad debt expense and, to a lesser extent, higher compensation costs as a result of increased profitability for the year. Partially offsetting this increase were lower commission expenses and bad debt expense for the Power segment. As a percentage of revenues, SG&A increased to 5.2% for 2005 compared to 4.8% for 2004 as a result of the sale of some components of Seaboard's third party commodity trading operations discussed above, which had a high volume of revenues compared to SG&A costs.

Selling, general and administrative (SG&A) expenses increased $9.7 million to $127.7 million for the year ended December 31, 2004 compared to 2003. The increase is primarily due to costs in the Marine and Commodity Trading and Milling segments related to the growth of these businesses. Partially offsetting this increase were lower bad debt expenses in the Power and Commodity Trading and Milling segments. As a percentage of revenues, SG&A decreased to 4.8% for 2004 compared to 6.0% for 2003 as a result of increased sales in the Pork, Commodity Trading and Milling, and Marine segments.

Interest Expense

Interest expense totaled $22.2 million, $26.4 million and $26.8 million for the years ended December 31, 2005, 2004 and 2003, respectively. Interest expense decreased for 2005 compared to 2004, primarily reflecting a lower average level of short-term and long-term borrowings outstanding during 2005. Interest expense decreased slightly during the year ended December 31, 2004 compared to 2003, as Seaboard repaid a significant portion of the notes payable to banks with cash from operations during 2004.

Interest Income

Interest income totaled $14.2 million, $8.1 million and $2.5 million for the years ended December 31, 2005, 2004 and 2003, respectively. The increase for 2005 primarily reflects the higher level of average funds invested during 2005, an increase in interest received on outstanding customer receivable balances in the Power segment and, to a lesser extent, higher interest rates on funds invested. The increase during 2004 primarily reflects larger amounts of interest received from past due customer accounts receivable in the Power and Commodity Trading and Milling segments and, to a lesser extent, a higher level of short-term investments during 2004.

Minority and Other Noncontrolling Interests

Minority and other noncontrolling interests expense increased $3.9 million in 2005 compared to 2004, primarily reflecting the acquisition of Daily's as discussed in Note 2.

Foreign Currency Gains (Losses)

Foreign currency gains (losses) totaled $(1.0) million, $1.6 million and $(8.0) million for the years ended December 31, 2005, 2004 and 2003, respectively. The fluctuations primarily relates to fluctuations in value of the Dominican Republic (DR) peso compared to the U.S. dollar incurred by the Power division related to its peso-denominated net assets, primarily trade receivables.

Loss from the Sale of a Portion of Operations

As discussed in Note 2 to the Consolidated Financial Statements, Seaboard sold some components of its third party commodity trading operations in May 2005. Because Seaboard does not use hedge accounting for its commodity and foreign exchange agreements, gains of $2.2 million from the mark-to-market of the sold derivative instruments were recorded in cost of sales prior to the date of the sale while the change in value of the related firm sales commitment was not, resulting in a loss on the sale from this transaction totaling $1.7 million.

Other Investment Income, Net

Other investment income, net totaled $2.0 million, $1.6 million and $21.4 million for the years ended December 31, 2005, 2004 and 2003, respectively. In the fourth quarter of 2003, Seaboard sold its equity investment in Fjord, recognizing a nontaxable gain of $18.0 million on the sale. See Note 3 to the Consolidated Financial Statements for further discussion.

Miscellaneous, Net

Miscellaneous, net totaled $5.7 million, $(3.6) million and $7.4 million for the years ended December 31, 2005, 2004 and 2003, respectively. Miscellaneous, net includes the impact of changing interest rates on interest rate swap agreements which mature in 2011. Seaboard pays a weighted average fixed rate of 5.51% on the notional amount of $150.0 million and receives a variable interest rate in return. These contracts are marked-to- market. During 2005, Seaboard recorded a gain of $3.0 million compared to losses of $4.6 million, and $2.3 million in 2004 and 2003, respectively, related to these swaps, reflecting the higher contracted fixed rate compared to variable rates during those years. These swap agreements do not qualify as hedges for accounting purposes and accordingly, changes in the market value are recorded to earnings as interest rates change. See Note 9 to the Consolidated Financial Statements for additional discussion. Also included in 2005 is income of $1.3 million of put option value change as discussed in Note 2 to the Consolidated Financial Statements. Also included in 2004 and 2003 are gains of $0.7 million, and $7.0 million, respectively, of proceeds from settlements of antitrust litigation, primarily arising out of purchases of vitamins and methionine, feed additives used by Seaboard.

Income Tax Expense

The effective tax rate decreased for 2005 compared to 2004. The decrease is primarily as a result of changes to the treatment of shipping income by the U.S. taxing authorities and the favorable resolution of certain tax issues with the United States and Puerto Rico authorities. Partially offsetting this decrease was tax expense related to a one-time election to repatriate permanently invested foreign earnings. See Note 7 to the Consolidated Financial Statements for additional discussion of these items.

The effective tax rate decreased for 2004 compared to 2003. The decrease is primarily related to a settlement with the Internal Revenue Service, resulting in a tax benefit of $14.4 million which was recognized in the fourth quarter of 2004. See Note 7 to the Consolidated Financial Statements for further discussion.

During 2003, Seaboard generated income from foreign operations, which it planned to permanently invest overseas, free from U.S. tax, and domestic source income. In addition, while the 2003 sale of Seaboard's equity interest in Fjord generated a book gain, it generated a capital loss for U.S. income tax purposes. Because of the uncertainty surrounding Seaboard's ability to utilize this loss, the tax benefit of this loss was offset by a valuation allowance. In the event Seaboard generates sufficient capital gains to utilize the capital losses, a tax benefit will be recognized.

OTHER FINANCIAL INFORMATION

Seaboard is subject to various federal and state regulations regarding environmental protection and land and water use. Among other things, these regulations affect the disposal of livestock waste and corporate farming matters in general. Management believes it is in compliance, in all material respects, with all such regulations. Laws and regulations in the states where Seaboard currently conducts its pork operations are restrictive. Future changes in environmental or corporate farming laws could affect the manner in which Seaboard operates its business and its cost structure.

In November 2004, the Financial Accounting Standard's Board issued Statement of Financial Accounting Standards No. 151, Inventory Costs (SFAS 151). This statement amends Accounting Research Board No. 43 to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS 151 requires that those items be recognized as current period charges regardless of whether they meet the criterion of "so abnormal". In addition, SFAS 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. Any costs outside the normal range would be considered a period expense instead of an inventoried cost. For Seaboard, this standard is effective for the fiscal year beginning January 1, 2006. The adoption of SFAS 151 is not expected to have a material impact on Seaboard's financial position or net earnings.

Management does not believe its businesses have been materially adversely affected by general inflation.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Management has identified the accounting estimates believed to be the most important to the portrayal of Seaboard's financial condition and results, and which require management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Management has reviewed these critical accounting estimates with the Audit Committee of the Board of Directors. These critical accounting policies include:

Allowance for doubtful accounts - Seaboard primarily uses a specific identification approach, in management's best judgment, to evaluate the adequacy of this reserve for estimated uncollectible receivables as of the consolidated balance sheet date. Changes in estimates, developing trends and other new information can have a material effect on future evaluations. Furthermore, Seaboard's receivables are heavily weighted towards foreign receivables ($157.0 million or 68.1% at December 31, 2005), including receivables from foreign affiliates as discussed below and the Power segment, which generally represent more of a collection risk than its domestic receivables. For the Power segment which operates in the Dominican Republic (DR), collection patterns have been sporadic and are sometimes based upon negotiated settlements for past due receivables resulting in material revisions to the allowance for doubtful accounts from year to year. See Note 13 to the Consolidated Financial Statements for further discussion of events in the DR. Bad debt expense for the years ended December 31, 2005, 2004 and 2003 was $4.0 million, $2.5 million and $8.5 million, respectively. Future collections or lack thereof could result in a material charge or credit to earnings depending on the ultimate resolution of each individual customer past due receivable.

Investments in and advances to foreign affiliates - Management uses the equity method of accounting for these investments. At the balance sheet date, management will evaluate equity investments and related advances for a potential decline in value deemed to be other than temporary when management believes conditions warrant such an assessment. If management believes conditions warrant an assessment, such assessment encompasses various methods to determine net realizable value, including methods based on the probability weighting of various future

projected net cash flow scenarios expected to be generated by the long-lived assets of the entity, and the resulting ability of that entity to repay its debt and equity based on priority, probability weighting of various future projected net cash flow scenarios expected to be realized through the sale of the ownership interest of the investment, or other methods to assess the fair value of the investment. For example, as more fully discussed in Note 13 to the Consolidated Financial Statements, in 2004 Seaboard incurred a $3.6 million charge to earnings for a decline in value considered other than temporary for its investment in a Bulgarian wine business. The fair value of this investment as of December 31, 2005 was based on probability weightings of current sale negotiation information and available fair value information for the remaining assets. These projected cash flows and other methods are subjective in nature and are based on management's best estimates and judgment. In addition, in most cases there is very little industry market data available for the countries in which these operations conduct their business. Since these investments mostly involve entities in foreign countries considered underdeveloped, changes in the local economy or political environment may occur suddenly and can materially alter the evaluation and estimates used to project cash flows. In most cases, Seaboard has an ongoing business relationship through sales of grain to these entities that also includes receivables from these foreign affiliates. Management considers the long-term business prospects of such investments when making its assessment. At December 31, 2005, the total investment in and advances to foreign affiliates was $40.0 million. See Note 5 to the Consolidated Financial Statements for further discussion.

Income Taxes - Income taxes are determined by management based on current tax regulations in the various worldwide taxing jurisdictions in which Seaboard conducts its business. In various situations, accruals have been made for estimates of the tax effects for certain transactions, business structures, the estimated reversal of timing differences and future projected profitability of Seaboard's various business units based on management's interpretation of existing facts, circumstances and tax regulations. Should new evidence come to management's attention which could alter previous conclusions or if taxing authorities disagree with the positions taken by Seaboard, the change in estimate could result in a material adverse or favorable impact on the financial statements. As of December 31, 2005, Seaboard has deferred tax assets of $20.4 million, net of the valuation allowance of $41.2 million, and deferred tax liabilities of $135.4 million. For the years ended December 31, 2005, 2004 and 2003, income tax expense included $5.4 million, $40.1 million and $11.9 million for deferred taxes to federal, foreign, state and local taxing jurisdictions.

Contingent liabilities - Management has evaluated Seaboard's various exposures, including environmental exposures of its Pork segment, as described in Note 11 to the Consolidated Financial Statements. Based on currently available information and analysis, management has analyzed the potential probability of the various exposures and believes that all such items have been adequately accrued for and reflected in the consolidated balance sheet as of December 31, 2005. Changes in information, legal statutes or events could result in management making changes in estimates that could have a material adverse impact on the financial statements.

DERIVATIVE INFORMATION

Seaboard is exposed to various types of market risks from its day- to-day operations. Primary market risk exposures result from changing commodity prices, foreign currency exchange rates and interest rates. Changes in commodity prices impact the cost of necessary raw materials and other inventories, finished product sales and firm sales commitments. Seaboard uses various grain and meal futures and options purchase contracts to manage certain risks of increasing prices of raw materials and firm sales commitments. Short sales contracts are then used to offset the open purchase derivatives when the related commodity inventory is purchased in advance of the derivative maturity, effectively offsetting the initial futures or option purchase contract. From time to time, hog futures are used to manage risks of increasing prices of live hogs acquired for processing, pork bellies and hog futures are used to manage risks of fluctuating prices of pork product inventories and related future sales, and fuel oil derivatives may be used to lock in future vessel bunker costs. Because changes in foreign currency exchange rates impact the cash paid or received on foreign currency denominated receivables and payables, Seaboard manages certain of these risks through the use of foreign currency forward exchange agreements. Changes in interest rates impact the cash required to service variable rate debt. From time to time, Seaboard uses interest rate swaps to manage risks of increasing interest rates. From time to time, Seaboard may enter into speculative derivative transactions related to its market risks. The nature of Seaboard's market risk exposure related to its derivative instruments has not changed materially since December 31, 2004 although the amount of commodity futures and option contracts and foreign

exchange contracts decreased considerably with the sale of a portion of the third party trading operations as discussed in Note 2.

Inventories that are sensitive to changes in commodity prices, including carrying amounts at December 31, 2005 and 2004, are presented in Note 4 to the Consolidated Financial Statements. Raw material requirements, finished product sales, and firm sales commitments are also sensitive to changes in commodity prices. The tables below provide information about Seaboard's derivative contracts that are sensitive to changes in commodity prices. Although used to manage overall market risks, Seaboard does not perform the extensive record-keeping required to account for commodity transactions as hedges. Management continues to believe its commodity futures and options are primarily economic hedges although they do not qualify as hedges for accounting purposes. Since these derivatives are not accounted for as hedges, fluctuations in the related commodity prices could have a material impact on earnings in any given year. The following tables present the notional quantity amounts, the weighted average contract prices, the contract maturities, and the fair values of the open commodity derivative positions at December 31, 2005.

                         Contract Volumes     Wtd.-avg.              Fair Value
Trading:                  Quantity Units      Price/Unit   Maturity    (000's)

Futures Contracts:
 Corn purchases-long       8,690,460 bushels  $  2.59        2006       $3,695
 Corn sales-short          5,992,554 bushels     4.35        2006         (548)

 Wheat purchases-long      2,888,710 bushels     3.75        2006          633
 Wheat sales-short         4,225,000 bushels     3.63        2006          (75)

 Soybean meal purchases-
  long                         2,800 tons      176.77        2006           55
 Soybean meal sales-
  short                       64,600 tons      125.05        2006         (959)

 Hog purchases-long          760,000 pounds       .64        2006           36
 Hog sales-short           1,200,000 pounds       .70        2006            3

 Pork bellies purchases-
  long                       720,000 pounds       .86        2006          (26)

Options Contracts:
 Soybean puts written-
  long                       150,000 bushels  $   .11        2006       $   10

At December 31, 2004, Seaboard had net trading contracts to purchase (sell) 7,553,000 bushels of grain with a fair value of ($383,000), 98,600 tons of meal with a fair value of ($1,592,000), 1,500 tons of fuel oil with a fair value of ($52,000) and (2,100,000) pounds of soybean oil with a fair value of $11,000.

The table below provides information about the forward currency exchange agreements entered into by Seaboard's commodity trading business and financial instruments sensitive to foreign currency exchange rates at December 31, 2005. As more fully discussed in Note 1 and Note 9 to the Consolidated Financial Statements, through December 31, 2004 the majority of these forward exchange agreements were accounted for as hedges. As of January 1, 2005, Seaboard discontinued accounting for all forward exchange agreement as hedges. The information below is presented in U.S. dollar equivalents and the majority of the contracts mature through 2006. The table presents the contract amounts in fair values and weighted average contractual exchange rate.

December 31, 2005                                  Contract
(Dollars in thousands)                              Amounts   Fair Values

Trading:

  Forward exchange agreements (receive $U.S.
   /pay  South  African rand  (ZAR))                $57,854    $(1,057)

Weighted average contractual exchange rates:
Forward exchange agreements (receive $U.S./pay ZAR) 6.47

At December 31, 2004, Seaboard had net agreements to exchange the equivalent of $98.5 million of South African rand at an average contractual exchange rate of 6.14 ZAR to one U.S. dollar and a fair value of $(6.6) million and $0.8 million of euros at an average rate of 0.77 euro to one U.S. dollar and a fair value of less than $0.1 million.

The table below provides information about Seaboard's non-trading financial instruments sensitive to changes in interest rates at December 31, 2005. For debt obligations, the table presents principal cash flows and related weighted average interest rates by expected maturity dates. At December 31, 2005, long-term debt included foreign subsidiary obligations of $2.0 million denominated in CFA francs (a currency used in several central African countries), $0.9 million payable in Argentine pesos, and $0.6 million denominated in Mozambique metical. At December 31, 2004, long-term debt included foreign subsidiary obligations of $2.4 million denominated in CFA francs, $1.9 million payable in Argentine pesos, and $0.8 million denominated in Mozambique metical. Weighted average variable rates are based on rates in place at the reporting date. Short- term instruments including short-term investments, non-trade receivables and current notes payable have carrying values that approximate market and are not included in this table due to their short-term nature.

(Dollars in thousands) 2006 2007 2008 2009 2010 Thereafter Total

Long-term debt:

Fixed rate            $61,104 $63,264 $11,981 $47,285 $ 2,002 $34,731 $220,367

Average interest rate   4.71%   4.49%   6.60%   6.23%  10.94%   7.29%    5.54%

Variable rate         $   311 $     - $     - $     - $     - $41,800 $ 42,111

Average interest rate   7.00%       -       -       -       -   3.60%    3.63%

Non-trading financial instruments sensitive to changes in interest rates at December 31, 2004 consisted of fixed rate long- term debt totaling $281.2 million with an average interest rate of 5.82%, and variable rate long-term debt totaling $42.1 million with an average interest rate of 2.11%.

Seaboard entered into five, ten-year interest rate exchange agreements during 2001 in which Seaboard pays a stated fixed rate and receives a variable rate of interest on a total notional amount of $150.0 million. As of December 31, 2005, the weighted average fixed rate payable was 5.51% and the aggregate fair value of the contracts at December 31, 2005 of $(5.3) million was recorded in accrued financial derivative liabilities. As of December 31, 2004, these agreements had a net fair value of $(12.4) million.

Management's Responsibility for Consolidated Financial Statements

The management of Seaboard Corporation and its consolidated subsidiaries (Seaboard) is responsible for the preparation of its consolidated financial statements and related information appearing in this report. Management believes that the consolidated financial statements fairly present Seaboard's financial position and results of operations in conformity with U.S. generally accepted accounting principles and necessarily includes amounts that are based on estimates and judgments which it believes are reasonable based on current circumstances with due consideration given to materiality.

Management relies on a system of internal controls over financial reporting that is designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordance with company policy and U.S. generally accepted accounting principles, and are properly recorded, and accounting records are adequate for preparation of financial statements and other information and disclosures. The concept of reasonable assurance is based on recognition that the cost of a control system should not exceed the benefits expected to be derived and such evaluations require estimates and judgments. The design and effectiveness of the system are monitored by a professional staff of internal auditors.

All internal control systems, no matter how well designed, have inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Board of Directors pursues its review of auditing, internal controls and financial statements through its audit committee, composed entirely of independent directors. In the exercise of its responsibilities, the audit committee meets periodically with management, with the internal auditors and with the independent registered public accounting firm to review the scope and results of audits. Both the internal auditors and the registered public accounting firm have unrestricted access to the audit committee with or without the presence of management.

The consolidated financial statements have been audited by the independent registered public accounting firm of KPMG LLP. Their responsibility is to examine records and transactions related to the consolidated financial statements to the extent required by the standards of the Public Company Accounting Oversight Board. KPMG has rendered their opinion that the consolidated financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles. Their report is included herein.

Management's Report on Internal Control over Financial Reporting

The management of Seaboard Corporation and its consolidated subsidiaries (Seaboard) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Seaboard completed the acquisition of Daily's during the third quarter of 2005, and management excluded from its assessment of the effectiveness of Seaboard Corporation's internal control over financial reporting as of December 31, 2005, Daily's internal control over financial reporting associated with total assets of $101,588,000, or 5.6%, and total revenues of less than 3.0% of Seaboard's consolidated revenues included in the consolidated financial statements of Seaboard as of and for the year ended December 31, 2005.

Except for as discussed above, under the supervision and with the participation of management and its Internal Audit Department, Seaboard conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under the framework in Internal Control - Integrated Framework, management concluded that Seaboard's internal control over financial reporting was effective as of December 31, 2005.

Seaboard's registered independent public accounting firm, that audited the consolidated financial statements included in the annual report, have issued an audit report on management's assessment of Seaboard's internal control over financial reporting. Their report is included herein.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Seaboard Corporation:

We have audited the accompanying consolidated balance sheets of Seaboard Corporation and subsidiaries (the Company) as of December 31, 2005 and 2004, and the related consolidated statements of earnings, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2005. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Seaboard Corporation and subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the Consolidated Financial Statements, the Company adopted Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations", and FASB Interpretation No. 46, "Consolidation of Variable Interest Entities", and changed its method of accounting for costs expected to be incurred during regularly scheduled drydocking of vessels from the accrual method to the direct-expense method in 2003.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Seaboard Corporation's internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 6, 2006 expressed an unqualified opinion on management's assessment of, and the effective operation of, internal control over financial reporting.

                                       /s/KPMG LLP

Kansas City, Missouri
March 6, 2006

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Seaboard Corporation:

We have audited management's assessment, included in the accompanying Management's Report on Internal Control Over Financial Reporting, that Seaboard Corporation maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Seaboard Corporation's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about

whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management's assessment that Seaboard Corporation maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, Seaboard Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Seaboard Corporation acquired Daily's during the third quarter of 2005 and management excluded from its assessment of the effectiveness of Seaboard Corporation's internal control over financial reporting as of December 31, 2005, Daily's internal control over financial reporting associated with total assets of $101,588,000, or 5.6%, and total revenues of less than 3.0% of the Company's consolidated revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2005. Our audit of internal control over financial reporting of Seaboard Corporation also excluded an evaluation of the internal control over financial reporting of Daily's.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Seaboard Corporation and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of earnings, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2005, and our report dated March 6, 2006 expressed an unqualified opinion on those consolidated financial statements. Our report dated March 6, 2006 also contains an explanatory paragraph that states that the Company adopted Statement of Financial Standards No. 143, "Accounting for Asset Retirement Obligations," and FASB Interpretation No. 46, "Consolidation of Variable Interest Entities," and changed its method of accounting for costs expected to be incurred during regularly scheduled drydocking of vessels from the accrual method to the direct-expense method in 2003.

                                        /s/KPMG LLP



Kansas City, Missouri
March 6, 2006

SEABOARD CORPORATION
Consolidated Statement of Earnings

                                                  Years ended December 31,
(Thousands of dollars except per share amounts) 2005        2004        2003

Net sales:
  Products                                  $1,950,896  $2,088,030  $1,474,101
  Service revenues                             660,313     539,564     437,617
  Other                                         77,685      56,386      69,622
   Total net sales                           2,688,894   2,683,980   1,981,340

Cost of sales and operating expenses:
  Products                                   1,654,390   1,844,693   1,362,904
  Services                                     511,394     416,132     379,681
  Other                                         63,793      44,177      51,934
   Total cost of sales and operating
    expenses                                 2,229,577   2,305,002   1,794,519

Gross income                                   459,317     378,978     186,821

Selling, general and administrative expenses   139,272     127,724     118,035
  Operating income                             320,045     251,254      68,786

Other income (expense):
  Interest expense                             (22,165)    (26,406)    (26,847)
  Interest income                               14,186       8,132       2,520
  Income/(loss) from foreign affiliates            362      (2,045)    (21,274)
  Minority and other noncontrolling interests   (4,521)       (625)       (332)
  Foreign currency gain/(loss), net             (1,032)      1,616      (7,965)
  Loss from the sale of a portion of operations (1,748)          -           -
  Other investment income, net                   1,962       1,629      21,440
  Miscellaneous, net                             5,723      (3,644)      7,393
   Total other expense, net                     (7,233)    (21,343)    (25,065)

Earnings before income taxes and cumulative
 effect of changes in accounting principles    312,812     229,911      43,721

Income tax expense                             (46,150)    (61,815)    (14,747)

Earnings before cumulative effect of changes
 in accounting principles                      266,662     168,096      28,974

Cumulative effect of changes in accounting
 for asset retirement obligations, drydock
 accruals, and variable interest entities,
 net of income tax expense of $52                    -           -       2,868

Net earnings                                $  266,662  $  168,096  $   31,842

Net earnings per share before cumulative
 effect of changes in accounting principles $   212.20  $   133.94  $    23.08

Cumulative effect of changes in accounting
 for asset retirement obligations,
 drydock accruals, and variable interest
 entities                                            -           -        2.29

Basic earnings per common share             $   212.20  $   133.94  $    25.37

Diluted earnings per share before
 cumulative effect of changes in accounting
 principles                                 $   211.94  $   133.94  $    23.08

Cumulative effect of changes in accounting
 for asset retirement obligations, drydock
 accruals, and variable interest entities            -           -        2.29

Diluted earnings per common share           $   211.94  $   133.94  $    25.37

Weighted average shares outstanding
  Basic                                      1,256,645   1,255,054   1,255,054
  Diluted                                    1,258,202   1,255,054   1,255,054

Dividends declared per common share         $     3.00  $     3.00  $     3.00

Proforma amounts assuming changes in
 accounting for asset retirement
 obligations, drydock accruals, and
 variable interest entities were
 applied retroactively:

  Net earnings                              $        -  $        -  $   28,800
  Basic and diluted earnings per common
   share                                    $        -  $        -  $    22.95

See accompanying notes to consolidated financial statements.

SEABOARD CORPORATION
Consolidated Balance Sheets

                                                              December 31,
(Thousands of dollars except per share amounts)            2005          2004

                            Assets

 Current assets:
   Cash and cash equivalents                          $   34,622    $   14,620
   Short-term investments                                377,874       119,259
   Receivables:
      Trade                                              171,044       199,253
      Due from foreign affiliates                         45,240        49,038
      Other                                               22,895        12,362
                                                         239,179       260,653
      Allowance for doubtful accounts                    (16,155)      (14,524)
        Net receivables                                  223,024       246,129
   Inventories                                           331,133       301,049
   Deferred income taxes                                   9,743        14,341
   Other current assets                                   70,814        48,040
        Total current assets                           1,047,210       743,438

Investments in and advances to foreign affiliates         39,992        38,001

Net property, plant and equipment                        626,580       603,382

Goodwill                                                  28,372             -
Intangible assets, net                                    30,120             -
Other assets                                              44,047        51,873

Total Assets                                          $1,816,321    $1,436,694

            Liabilities and Stockholders' Equity

Current liabilities:
   Notes payable to banks                             $   92,938    $    1,789
   Current maturities of long-term debt                   61,415        60,756
   Accounts payable                                      112,177        83,506
   Accrued compensation and benefits                      61,466        50,081
   Income taxes payable                                    2,407        29,660
   Accrued voyage costs                                   30,801        25,134
   Accrued financial derivative liabilities                6,368        19,445
   Other accrued liabilities                              51,817        38,524
      Total current liabilities                          419,389       308,895

Long-term debt, less current maturities                  201,063       262,555
Deferred income taxes                                    124,749       125,559
Other liabilities                                         57,216        44,865
      Total non-current and deferred liabilities         383,028       432,979

Minority and other noncontrolling interests               36,034         2,138

Commitments and contingent liabilities

Stockholders' equity:
   Common stock of $1 par value.  Authorized 4,000,000
    shares; issued and outstanding 1,261,367 and
    1,255,054 shares                                       1,261         1,255
   Additional paid-in capital                             21,574             -
   Accumulated other comprehensive loss                  (53,025)      (53,741)
   Retained earnings                                   1,008,060       745,168
      Total stockholders' equity                         977,870       692,682

Total Liabilities and Stockholders' Equity            $1,816,321    $1,436,694

See accompanying notes to consolidated financial statements.

SEABOARD CORPORATION
Consolidated Statement of Cash Flows

`                                                    Years ended December 31,
(Thousands of dollars)                               2005      2004      2003

   Cash flows from operating activities:

   Net earnings                                  $ 266,662  $168,096  $ 31,842

   Adjustments to reconcile net earnings to cash
     from operating activities:
       Depreciation and amortization                65,106    64,620    64,203
       Loss (income) from foreign affiliates          (362)    2,045    21,274
       Other investment income, net                 (1,962)   (1,629)  (21,440)
       Foreign currency exchange gains                 (25)     (229)   (3,775)
       Cumulative effect of accounting changes, net      -         -    (2,868)
       Minority and noncontrolling interest          4,521       625       332
       Loss from the sale of a portion of operations 1,748         -         -
       Deferred income taxes                         5,371    39,566     7,773
       Loss (gain) from sale of fixed assets        (2,081)   (1,350)    1,280
   Changes in current assets and liabilities,
     net of portion of operations sold and business
     acquired:
       Receivables, net of allowance                37,247   (70,133)   14,067
       Inventories                                 (46,283)  (18,744)  (28,983)
       Other current assets                        (25,417)  (12,266)   12,039
       Current liabilities, exclusive of debt       15,678    30,851    (7,634)
   Other, net                                       10,929    (7,357)    3,581
Net cash from operating activities                 331,132   194,095    91,691

   Cash flows from investing activities:
   Purchase of short-term investments             (819,643) (317,479)  (88,453)
   Proceeds from the sale of short-term
    investments                                    561,291   256,448    51,246
   Proceeds from the maturity of short-term
    investments                                          -         -       165
   Proceeds from disposition of investment in
    foreign affiliate                                    -         -    37,390
   Proceeds from the sale of a portion of
    operations                                      26,471         -         -
   Acquisition of business                         (47,993)        -         -
   Investments in and advances to foreign
    affiliates, net                                   (399)    3,037    (1,388)
   Capital expenditures                            (64,241)  (33,622)  (31,472)
   Proceeds from the sale of fixed assets            4,933     9,254    10,054
   Other, net                                        3,988       368       436
Net cash from investing activities                (335,593)  (81,994)  (22,022)

   Cash flows from financing activities:
   Notes payable to banks, net                      91,149   (73,775)     (548)
   Principal payments of long-term debt            (60,580)  (54,236)  (52,922)
   Repurchase of minority interest in a controlled
    subsidiary                                        (762)   (5,000)        -
   Dividends paid                                   (3,770)   (3,765)   (3,765)
   Bond construction fund                                -     1,289       654
   Distributions to minority and noncontrolling
    interest                                        (2,073)     (232)   (1,639)
   Other, net                                            -    (1,125)       51
Net cash from financing activities                  23,964  (136,844)  (58,169)

Effect of exchange rate change on cash                 499     1,986     2,635

Net change in cash and cash equivalents             20,002   (22,757)   14,135

Cash and cash equivalents at beginning of year      14,620    37,377    23,242

Cash and cash equivalents at end of year $ 34,622 $ 14,620 $ 37,377

See accompanying notes to consolidated financial statements.

                            SEABOARD CORPORATION
                            Consolidated Statement of Changes in Equity



                                                                             Accumulated
                                                                                Other
(Thousands of dollars                      Common   Treasury   Additional   Comprehensive    Retained
 except per share amounts)                  Stock     Stock      Capital         Loss        Earnings      Total
Balances, January 1, 2003                 $  1,255   $    -     $     -       $(67,284)     $  552,760    $486,731
Comprehensive income
   Net earnings                                                                                 31,842      31,842
   Other comprehensive income net
     of income taxes of $3,470:
       Foreign currency translation
        adjustment                                                               6,065                       6,065
       Unrealized loss on investments                                             (104)                       (104)
       Unrecognized pension cost                                                    27                          27
       Unrealized loss on cash flow hedges                                         (30)                        (30)
       Amortization of deferred
         gains on interest rate swaps                                             (201)                       (201)
Comprehensive income                                                                                        37,599
Dividends on common stock                                                                       (3,765)     (3,765)
Balances, December 31, 2003                  1,255        -           -        (61,527)        580,837     520,565
Comprehensive income
   Net earnings                                                                                168,096     168,096
   Other comprehensive income net
     of income taxes of $4,329:
       Foreign currency translation
        adjustment                                                               2,504                       2,504
       Unrealized gain on investments                                              243                         243
       Unrecognized pension cost                                                 5,397                       5,397
       Unrealized loss on cash flow hedges                                        (158)                       (158)
       Amortization of deferred
         gains on interest rate swaps                                             (200)                       (200)
Comprehensive income                                                                                       175,882
Dividends on common stock                                                                       (3,765)     (3,765)
Balances, December 31, 2004                  1,255        -           -        (53,741)        745,168     692,682
Comprehensive income
   Net earnings                                                                                266,662     266,662
   Other comprehensive income net
     of income tax benefit of $606:
       Foreign currency translation
        adjustment                                                                 757                         757
       Unrealized gain on investments                                              671                         671
       Unrecognized pension cost                                                  (666)                       (666)
       Unrealized gain on cash flow hedges                                         155                         155
       Amortization of deferred
         gains on interest rate swaps                                             (201)                       (201)
Comprehensive income                                                                                       267,378
Issuance of 6,313 shares of common stock
 to Parent                                       6                8,311                                      8,317
Excess of fair value over book value
  of equity in subsidiary issued to
  a third party                                                  13,263                                     13,263
Dividends on common stock                                                                       (3,770)     (3,770)
Balances, December 31, 2005               $  1,261   $    -     $21,574       $(53,025)     $1,008,060    $977,870
                            See accompanying notes to consolidated financial statements.

Notes to Consolidated Financial Statements

Note 1

Summary of Significant Accounting Policies

Operations of Seaboard Corporation and its Subsidiaries

Seaboard Corporation and its subsidiaries (Seaboard) is a diversified international agribusiness and transportation company primarily engaged domestically in pork production and processing, and cargo shipping. Overseas, Seaboard is primarily engaged in commodity merchandising, flour and feed milling, sugar production, and electric power generation. Seaboard Flour LLC (the Parent Company) is the owner of 70.9% of Seaboard's outstanding common stock.

Principles of Consolidation and Investments in Affiliates

The consolidated financial statements include the accounts of Seaboard Corporation and its domestic and foreign subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The investments in non-controlled foreign affiliates are accounted for by the equity method. Financial information from certain foreign subsidiaries and affiliates is reported on a one- to three-month lag depending on the specific entity.

Short-term Investments

Short-term investments are retained for future use in the business and may include money market accounts, tax-exempt bonds, corporate bonds, domestic equity securities and U.S. government obligations. All short-term investments held by Seaboard are categorized as available-for-sale and are reported at fair value with any related unrealized gains and losses reported net of tax, as a component of accumulated other comprehensive income. When held, the cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest income.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount and generally do not bear interest. The Power segment, however, collects interest on certain past due accounts and the Commodity Trading and Milling segment provides extended payment terms for certain customers and/or markets due to local business conditions. The allowance for doubtful accounts is Seaboard's best estimate of the amount of probable credit losses in Seaboard's existing accounts receivable. For most operating segments, Seaboard uses a specific identification approach to determine, in management's best judgment, the collection value of certain past due accounts. For the Marine segment, the allowance for doubtful accounts is based on an aging percentage methodology primarily based on historical write-off experience. Seaboard reviews its allowance for doubtful accounts monthly. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Inventories

Seaboard uses the lower of last-in, first-out (LIFO) cost or market for determining inventory cost of live hogs, fresh pork product and related materials. All other inventories, including further processed pork products, are valued at the lower of first-in, first-out (FIFO) cost or market.

Property, Plant and Equipment

Property, plant and equipment are carried at cost and are being depreciated generally on the straight-line method over useful lives ranging from 3 to 30 years. Property, plant and equipment leases which are deemed to be installment purchase obligations have been capitalized and included in the property, plant and equipment accounts. Routine maintenance, repairs, and minor renewals are charged to operations while major renewals and improvements are capitalized.

Goodwill and Other Intangible Assets

Goodwill and other indefinite-life intangible assets are evaluated annually for impairment at the quarter-end closest to the anniversary date of the acquisition. Separable intangible assets with finite lives are amortized over their useful lives. Management believes there is no significant exposure to a loss from impairment of acquired goodwill and other intangible assets as of December 31, 2005.

Deferred Grant Revenue

Included in other liabilities at December 31, 2005 and 2004 is $8,164,000 and $8,587,000, respectively, of deferred grant revenue. Deferred grant revenue represents economic development funds contributed by government entities that were limited to construction of a hog processing facility in Guymon, Oklahoma. Deferred grants are being amortized to income over the life of the assets acquired with the funds.

Income Taxes

Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. However, in the future as these timing differences reverse, a lower statutory tax rate may apply pursuant to the provisions for domestic manufacturers of the American Jobs Creation Act of 2004. In accordance with the Financial Accounting Standards Board Staff Position No. 109-1, Application of FASB Statement No. 109, "Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004", Seaboard will recognize the benefit or cost of this change in the future.

Revenue Recognition

Revenue of the containerized cargo service is recognized ratably over the transit time for each voyage. Revenue of the commodity trading business is recognized when the commodity is delivered to the customer and the sales price is fixed or determinable. Revenues from all other commercial exchanges are recognized at the time products are shipped or services rendered, the customer takes ownership and assumes risk of loss, collection is reasonably assured and the sales price is fixed or determinable.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Impairment of Long-lived Assets

At each balance sheet date, long-lived assets, primarily fixed assets, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Earnings Per Common Share

Earnings per common share are based upon the weighted average shares outstanding during the period. Basic and diluted earnings per share are different for the year ended December 31, 2005 as a result of the issuance of shares to the Parent Company in the fourth quarter of 2005. See Note 12 for further discussion. Basic and diluted earnings per share are the same for the years ended December 31, 2004 and 2003.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, management considers all demand deposits and overnight investments as cash equivalents. Included in accounts payable are outstanding checks in excess of cash balances of $31,006,000 and $31,866,000 at December 31, 2005 and 2004, respectively. The amounts paid for interest and income taxes are as follows:

Years ended December 31,

(Thousands of dollars) 2005 2004 2003

Interest (net of amounts capitalized) $23,116 $26,179 $26,891 Income taxes 68,243 11,752 3,039

Supplemental Noncash Transactions

As more fully described in Note 2, Seaboard sold some components of its third party commodity trading operations in May 2005. The following table summarizes the non-cash transactions resulting from this sale:

                                                        Year ended
(Thousands of dollars)                               December 31, 2005

Decrease in net working capital                           $ 28,055
Decrease in fixed assets                                        76
Decrease in other assets                                        88
Loss on the sale of a portion of operations                 (1,748)
Net proceeds from sale                                    $ 26,471

As more fully described in Note 2, Seaboard acquired a bacon processor in July 2005. The following table summarizes the non-cash transactions resulting from this acquisition:

                                                        Year ended
(Thousands of dollars)                               December 31, 2005

Increase in net working capital                           $ 11,430
Increase in fixed assets                                    28,798
Increase in intangible assets                               30,800
Increase in goodwill                                        28,372
Increase in non-controlling interest                       (31,225)
Increase in other non-controlling interest                    (219)
Increase in put option value                                (6,700)
Increase in additional paid-in capital                     (13,263)
Cash paid                                                 $ 47,993

In  the  fourth  quarter of 2005, Seaboard  issued  6,313.34

shares to its Parent Company as a result of a tax benefit of $8,317,000. See Note 12 for further discussion.

As of December 31, 2003, Seaboard consolidated the balance sheets of certain variable interest entities as required by Financial Accounting Standards Board (FASB) Interpretation No. 46, revised December 2003 (FIN 46) resulting in an increase in net fixed assets, related debt and other non- controlling interests of $31,717,000, $31,492,000 and $1,619,000, respectively. See below for further discussion under the caption Accounting Changes and New Accounting Standards.

During 2003, in connection with the purchase of certain hog production facilities previously leased under master lease agreements, Seaboard recorded fixed assets of $25,042,000 and assumed debt and a related interest payable totaling $24,507,000. See Note 6 for additional information.

Foreign Currency Transactions and Translation

Seaboard has operations in and transactions with customers in a number of foreign countries. The currencies of the countries fluctuate in relation to the U.S. dollar. Certain of the major contracts and transactions, however, are denominated in U.S. dollars. In addition, the value of the U.S. dollar fluctuates in relation to the currencies of countries where certain of Seaboard's foreign subsidiaries and affiliates primarily conduct business. These fluctuations result in exchange gains and losses. The activities of these foreign subsidiaries and affiliates are primarily conducted with U.S. subsidiaries or operate in hyper-inflationary environments. As a result, the financial statements of certain foreign subsidiaries and affiliates are re-measured using the U.S. dollar as the functional currency.

Seaboard's Sugar and Citrus segment and two foreign affiliates (a Bulgarian wine business and a flour and feed milling operation in Kenya), use local currency as their functional currency. Assets and liabilities of these subsidiaries are translated to U.S. dollars at year-end exchange rates, and income and expense items are translated at average

rates. Translation gains and losses are recorded as components of other comprehensive loss. U.S. dollar denominated net asset or liability conversions to the local currency are recorded through income.

Derivative Instruments and Hedging Activities

Seaboard follows Statement of Financial Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative Investments and Hedging Activities," as amended to account for its derivative contracts. This statement requires that an entity recognize all derivatives as either assets or liabilities at their fair values. Accounting for changes in the fair value of a derivative depends on its designation and effectiveness. Derivatives qualify for treatment as hedges for accounting purposes when there is a high correlation between the change in fair value of the instrument and the related change in value of the underlying commitment. In order to designate a derivative financial instrument as a hedge for accounting purposes, extensive record keeping is required. For derivatives that qualify as hedges for accounting purposes, the change in fair value has no net impact on earnings, to the extent the derivative is considered effective, until the hedged transaction affects earnings. For derivatives that are not designated as hedging instruments for accounting purposes, or for the ineffective portion of a hedging instrument, the change in fair value does affect current period net earnings.

Seaboard holds and issues certain derivative instruments to manage various types of market risks from its day-to-day operations primarily including commodity futures and option contracts, foreign currency exchange agreements and interest rate exchange agreements. While management believes each of these instruments primarily are entered into in order to effectively manage various market risks, as of December 31, 2005 none of the derivatives are designated and accounted for as hedges primarily as a result of the extensive record- keeping requirements. From time to time, Seaboard may enter into speculative derivative transactions related to its market risks.

As of January 1, 2005, Seaboard discontinued accounting for the foreign currency exchange agreements as hedges for all new agreements entered into by the commodity trading business. In addition, as of January 1, 2005, Seaboard de- designated all prior outstanding hedges, effectively fixing the asset resulting from the mark-to-market gain on the firm sales commitment of $5,558,000 recorded in other current assets on the Consolidated Balance Sheets as of December 31, 2004, until such time as the firm sales commitments mature. Beginning January 1, 2005, the mark-to-market changes in the foreign exchange agreements were no longer offset with the mark-to-market changes of the underlying firm sales commitment. While $4,241,000 of the related sales were consummated during fiscal 2005, $1,317,000 of the firm sales commitments were also sold as part of the sale of a portion of the third party trading operations as discussed in Note
2. Although management still believes all of these instruments effectively manage market risks, the growth of Seaboard's commodity trading business in recent years increased the ongoing costs to maintain the extensive record- keeping requirements to qualify these instruments as hedges for accounting purposes.

Transactions with Parent Company

As of December 31, 2005 and 2004, Seaboard had a liability to the Parent Company of $24,000 and $19,000, respectively, for a deposit to pay for any miscellaneous operating expenses incurred by Seaboard on behalf of the Parent Company. In the fourth quarter of fiscal 2005, Seaboard issued 6,313.34 shares to its Parent company. See Note 12 for further discussion.

Accounting Changes and New Accounting Standards

In November 2004, the FASB issued Statement of Financial Accounting Standards No. 151, "Inventory Costs" (SFAS 151). This statement amends Accounting Research Board No. 43 to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS 151 requires that those items be recognized as current period charges regardless of whether they meet the criterion of "so abnormal". In addition, SFAS 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. Any costs outside the normal range would be considered a period expense instead of an inventoried cost. For Seaboard, this standard is effective for the fiscal year beginning January 1, 2006. The adoption of SFAS 151 is not expected to have a material impact on Seaboard's financial position or net earnings.

Effective January 1, 2003, Seaboard adopted SFAS No. 143 (SFAS 143), "Accounting for Asset Retirement Obligations," which required Seaboard to record a long-lived asset and related liability for asset retirement obligation costs associated with the closure of the hog lagoons it is legally obligated to close. Management has performed detailed assessments and obtained the appraisals to estimate the future retirement costs and, accordingly, on January 1, 2003, the cumulative effect of the change in accounting principle was recorded with a charge to earnings

of $2,195,000 ($1,339,000 net of tax, or $1.07 per common share), an increase in fixed assets of $3,221,000, and the recognition of a liability, discounted to reflect present value, of $5,416,000. The retirement asset is depreciated over the economic life of the related asset. The following table shows the changes in the asset retirement obligation during 2005 and 2004.

                                                    Years ended December 31,
(Thousands of dollars)                                   2005      2004

Beginning balance                                       $6,266    $6,086
Accretion expense                                          464       356
Liability for additional lagoons placed in service           -        78
Lagoon site sold                                             -      (254)
Ending balance                                          $6,730    $6,266

As of December 31, 2003, Seaboard adopted Financial Accounting Standard's Board Interpretation No. 46, revised December 2003 (FIN 46R) "Consolidation of Variable Interest Entities" (VIEs) and performed the required analysis to determine whether its non-consolidated affiliates or other arrangements qualified as VIEs pursuant to the requirements. The VIEs for which Seaboard was determined to be the primary beneficiary based on these evaluations, are discussed in the following paragraph. In the event of certain changes in structure as defined in FIN 46R, Seaboard will re-evaluate those relationships as needed.

Seaboard is a party to certain contract production agreements (the "Facility Agreements") with limited liability companies which own certain of the facilities used in connection with the Pork segment's vertically integrated hog production. Through December 31, 2003 these arrangements were accounted for as operating leases. These facilities are owned by companies considered to be VIEs in accordance with FIN 46R, for which Seaboard is deemed to be the primary beneficiary. Accordingly, Seaboard consolidated these entities as of December 31, 2003. In December 2003, Seaboard assumed the bank debt (with a balance of $29,895,000 at December 31, 2003) of one VIE. Under that Facility Agreement, which supplies approximately 14% of the Seaboard-owned hogs processed at the plant, Seaboard has the right to acquire any or all of the properties at the adjusted production cost, as defined. In the event Seaboard does not acquire any property for which the production agreement terminates, Seaboard would be obligated to pay any deficiency between the adjusted production cost of the property and the price for which it is sold. As of December 31, 2003, the adjusted production cost of these fixed assets was $30,699,000. Consolidation of these VIEs on December 31, 2003, including the debt assumption, increased fixed assets, debt and non-controlling interest by $31,717,000, $31,492,000 and $1,619,000, respectively, and decreased net liabilities by $116,000, with a cumulative effect of a change in accounting principle for the excess of fixed asset depreciation over mortgage loan amortization of $1,278,000, ($780,000 net of tax, or $0.62 per common share) in 2003. If the consolidation requirements would have been applied retroactively to January 1, 2003, operating income, net earnings, and net earnings per common share would have decreased by $252,000, $174,000 and $0.14.

In January 2006, Seaboard paid $2,107,000 to purchase the equity of a VIE which was consolidated by Seaboard at December 31, 2005. This VIE owned certain facilities used in the Pork segment's vertically integrated hog production. Non-controlling interest related to this VIE on the consolidated balance sheet as of December 31, 2005 was $1,074,000.

Through December 31, 2002, costs expected to be incurred during regularly scheduled drydocking of vessels were accrued ratably prior to the drydock date. Effective January 1, 2003, Seaboard changed its method of accounting for these costs from the accrual method to the direct- expense method. Under the new accounting method, drydock maintenance costs are recognized as expense when maintenance services are performed. Management believes the newly adopted accounting principle is preferable in these circumstances because the maintenance expense is not recorded until the maintenance services are performed and, accordingly, the direct-expense method eliminates significant estimates and judgments inherent under the accrual method. As a result, on January 1, 2003, the balance of the accrued liability for drydock maintenance as of December 31, 2002 for its Marine, Commodity Trading and Milling, and Power segments was reversed, resulting in an increase in earnings of $6,393,000 ($4,987,000 net of related tax expense, or $3.97 per common share) as a cumulative effect of a change in accounting principle.

Note 2

Acquisitions, Dispositions and Repurchase of Minority Interest

On July 5, 2005, Seaboard completed the acquisition effective July 3, 2005 of Daily's, a bacon processor located in the western United States, for a total purchase price of $99,181,000. The purchase price consisted of $44,488,000 in cash, plus working capital adjustments of $3,098,000, a 4.74% equity interest in Seaboard Foods LP (previously Seaboard Farms, Inc.) with a book value of $31,225,000 and fair value over book value of $13,263,000 recorded as additional paid-in capital for a total value of $44,488,000, a put option associated with the 4.74% equity interest estimated to have a fair value of $6,700,000, as discussed below, and $407,000 of additional acquisition costs incurred. The acquisition includes Daily's two bacon processing plants located in Salt Lake City, Utah and Missoula, Montana. Daily's produces premium sliced and pre- cooked bacon primarily for food service. This acquisition continues Seaboard's expansion of its integrated pork model into value-added products and is expected to enhance Seaboard's ability to venture into other further processed pork products.

The sellers of Daily's have an option to put their 4.74% equity interest back to Seaboard after two years for the greater of $40,000,000 or a formula determined value as of the put date. The minimum put option value of $40,000,000 expires after five years. Likewise, Seaboard has a call provision after five years of operations whereby Seaboard could reacquire the 4.74% equity interest for the greater of $45,000,000 or a formula determined value. Included in other liabilities at December 31, 2005 is the value of the put option obligation in the amount of $5,400,000. Included in Miscellaneous, net for the year ended December 31, 2005 is the change in fair value of the put option obligation of approximately $1,300,000 since the date of acquisition.

The 4.74% ownership interest issued to the Sellers was based on an earnings multiple of the business which approximates fair value. The following table summarizes the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at July 3, 2005, the effective date of the acquisition.

(Thousands of dollars)                                July 3, 2005

Net working capital                                      $11,430
Net property, plant and equipment                         28,798
Intangible assets                                         30,800
Goodwill (tax basis of $21,673,000)                       28,372
Increase in other non-controlling interest                  (219)
  Net assets acquired                                    $99,181

The intangible assets acquired include $24,000,000 of trade names and registered trademarks which are not subject to amortization. The remaining intangible asset balance consists primarily of contractual and direct customer relationships, and covenants not to compete and will be amortized over five years. As a result of the acquisition, the Pork Division is the only segment with goodwill or intangible assets. The following table is a summary of goodwill and intangible assets acquired from Daily's at December 31, 2005.

(Thousands of dollars)                       December 31, 2005

Intangibles subject to amortization:
   Gross carrying amount:
         Customer relationships                           $ 5,300
         Covenants not to compete                           1,500
                                                            6,800

   Accumulated amortization:
         Customer relationships                              (530)
         Covenants not to compete                            (150)
                                                             (680)

   Net carrying amount:
         Customer relationships                             4,770
         Covenants not to compete                           1,350
Intangibles subject to amortization, net                    6,120

Intangibles not subject to amortization:
   Carrying amount-trade names and registered trademarks   24,000

Total intangible assets, net                               30,120

Goodwill                                                   28,372

Total goodwill and intangible assets, net                 $58,492

The amortization expense of amortizable intangible assets
for the year ended December 31, 2005 was approximately
$680,000.  Amortization expense for the five succeeding
years is $1,360,000 for each of the first four years and
$680,000 in the fifth year.

Goodwill and other indefinite-life intangible assets will be reviewed for impairment annually at the end of the second quarter (anniversary date of acquisition), or more frequently if certain indicators arise. Management believes there is no significant exposure to a loss from impairment of acquired goodwill and other intangible assets as of December 31, 2005.

Operating results for Daily's are included in Seaboard's Consolidated Statement of Earnings from the date of acquisition. Pro forma results of operations are not presented, as the effects of the acquisition are not considered material to Seaboard's results of operations.

Effective May 9, 2005 Seaboard's Commodity Trading and Milling segment agreed to sell some components of its third party commodity trading operations, consisting primarily of certain forward sales contracts, certain grain inventory and all related contracts to support such sales contracts, including commodity futures and options, foreign exchange agreements, purchase contracts and charter agreements for $26,471,000. This transaction closed on May 27, 2005. As a result of the sale, Seaboard intends to focus on the supply of raw materials to its core milling operations and the transaction of third party commodity trades in support of these operations. In addition, Seaboard intends to continue competing in many of the markets and routes associated with the sale transaction.

The counterparty to this transaction is a South African company. Since Seaboard does not use hedge accounting for its commodity and foreign exchange derivative instruments, these derivative instruments were marked to market through the effective date of the sale while the change in value of the related commodity forward purchase and sale agreements were not. As a result, derivative gains relating to derivative instruments sold totaling $2,161,000 were included in operating income prior to the sale of a portion of the operations resulting in a loss on the sale transaction totaling $1,748,000.

Since Seaboard has conducted its commodity trading business with third parties, consolidated subsidiaries, and foreign affiliates on an interrelated basis and intends to continue trading with third parties in certain markets, operating income from the business sold cannot be clearly distinguished from the remaining operations of Seaboard's Commodity Trading and Milling segment without making numerous subjective assumptions primarily with respect to mark-to-market accounting. For the first half of 2005, this transaction did not have a material effect on net sales, net earnings or earnings per common share as transactions in process at the date of sale were completed by and the responsibility of Seaboard after the date of sale. Seaboard's revenues from the portion of the operations sold for the first two quarters of 2005 totaled $317,291,000, compared to $311,952,000 for the first two quarters of 2004. Net sales for the last two quarters of 2005 for third party commodity trading operations decreased $268,386,000, compared to the last two quarters of 2004, primarily as a result of the sale, however, the extent of the decrease beyond 2005 will depend on Seaboard's ability to effectively compete in the markets.

In connection with the December 2001 sale of a 10% minority interest in one of the two power barges in the Dominican Republic, the buyer was given a three-year option to sell the interest back to Seaboard for the book value at the time of sale, pending collections of outstanding receivables. During January 2004, the buyer provided notice to exercise the option. An initial payment of $5,000,000 was paid during the second quarter of 2004 to reacquire this interest, $762,000 was paid during fiscal 2005. The remaining balance of $160,000 as of December 31, 2005 is payable subject to the collection of the remaining outstanding receivables.

In addition, Seaboard has historically paid commissions to a related entity of the above party relative to the performance of the other power barge. During the second quarter of 2004 Seaboard agreed to terminate that relationship by making a one-time payment of $2,000,000, included in selling, general and administrative expenses.

Note 3

Investments

Seaboard's short-term marketable debt securities are treated as available-for-sale securities and are stated at their fair market values. As of December 31, 2005 and 2004, the short-term investments primarily consisted of variable rate municipal debt securities and money market funds, so cost and fair market value were the same. All available-for-sale securities are readily available to meet current operating needs. At December 31, 2005, short-term investments included $7,491,000 held by a wholly-owned consolidated insurance captive to pay Seaboard's retention of accrued outstanding workers' compensation claims. The following is a summary of the estimated fair value of available-for-sale securities classified as short-term investments at December 31, 2005 and 2004.

                                                        December 31,
(Thousands of dollars)                                2005       2004

Obligations of states and political subdivisions  $ 258,610  $  81,735
Money market funds                                  113,951     37,524
Domestic equity securities                            5,313          -
Total short-term investments                      $ 377,874  $ 119,259

In addition to its short-term investments, as of December 31, 2005 and 2004 Seaboard also had long-term investments totaling $4,100,000 and $3,800,000, respectively, included in other assets on the Consolidated Balance Sheets. Also, see Note 10 for a discussion of assets held in conjunction with Seaboard's Investment Option Plan.

Other investment income for each year is as follows:

                                        Years ended December 31,
(Thousands of dollars)                  2005      2004      2003

Realized gain on sale/exchange of
 non-controlled affiliates             $    -    $    -   $18,036
Realized gain on sale of securities         4       196     1,081
Other                                   1,958     1,433     2,323
Other investment income, net           $1,962    $1,629   $21,440

Until the fourth quarter of 2003, Seaboard owned 21% of the common stock of Fjord Seafood ASA, an integrated salmon producer and processor headquartered in Norway. During the fourth quarter of 2003, Seaboard sold its equity investment for $37,273,000, resulting in a gain on the sale of $18,036,000, which includes approximately $3,537,000 of foreign currency translation gains previously recorded through other comprehensive income. The gain was not subject to tax. See Note 7 for further discussion of the tax treatment.

Note 4

Inventories

A summary of inventories at the end of each year is as follows:

                                                             December 31,
(Thousands of dollars)                                      2005      2004

At lower of LIFO cost or market:
      Live hogs & materials                              $146,661  $141,126
      Fresh pork & materials                               22,987    20,334
                                                          169,648   161,460
      LIFO adjustment                                         571       461
              Total inventories at lower of LIFO cost
               or market                                  170,219   161,921
At lower of FIFO cost or market:
      Grain, flour and feed                               107,073    98,699
      Sugar produced & in process                          26,559    20,006
      Other                                                27,282    20,423
              Total inventories at lower of FIFO cost
               or market                                  160,914   139,128
               Total inventories                         $331,133  $301,049

The use of the LIFO method increased 2005, 2004 and 2003 net earnings by $67,000 ($.05 per common share), $4,922,000 ($3.92 per common share), and $2,327,000 ($1.85 per common share), respectively. If the FIFO method had been used for certain inventories of the Pork segment, inventories would have been $571,000 and $461,000 lower as of December 31, 2005 and 2004, respectively.

Note 5

Investments in and Advances to Foreign Affiliates

Seaboard's investments in and advances to non-controlled, non-consolidated foreign affiliates are primarily with businesses conducting flour, maize and feed milling. The location and percentage ownership of these foreign affiliates are as follows: Democratic Republic of Congo (50%), Lesotho (50%), Kenya (35%), and Nigeria (45-48%) in Africa; Ecuador (50%) in South America; and Haiti (23%) in the Caribbean. In addition, Seaboard has investments in and advances to a wine business in Bulgaria (50%) and two sugar- related businesses in Argentina (46% - 50%). The equity method is used to account for these investments.

During 2005, milling operations ceased at Seaboard's non- controlled, non-consolidated foreign affiliate in Angola. Seaboard is seeking a buyer of its 45% ownership in this affiliate. As a result, during 2005 Seaboard fully reserved its past due receivables from grain sales to this affiliate by incurring a charge to bad debts and increasing its allowance for doubtful accounts in the amount of $1,500,000. The investment in and advances to this affiliate was written off as a result of Seaboard's share of operating losses incurred during 2005 by this affiliate.

In February 2005, the Board of Directors of the Bulgarian wine business (the Business), and the majority of the owners of the Business, including Seaboard, agreed to pursue the sale of the entire Business or all of its assets. During the third quarter of 2005, certain equity holders agreed to advance up to 4,500,000 Euros (approximately $5,400,000) to the Business, one-half by Seaboard, to fulfill the terms of its debt covenants, make principal payments, avoid bankruptcy and finance the current year's grape purchases. As of December 31, 2005, Seaboard had advanced 2,040,000 Euros (approximately $2,457,000). As a result of the additional advances made during 2005, Seaboard is entitled to receive approximately 50% of any net sale proceeds of this Business' equity after all third party bank debt has been repaid. Based on current negotiations to sell a substantial portion of the Business and all related wine labels, and other information on the fair value for the sale of all other assets of this Business, management believes if negotiations are successful the remaining carrying value of its investment at the time of disposition will be recoverable from sales proceeds. Seaboard anticipates incurring additional losses from the operations of this Business until the sale of this Business is completed. As of December 31, 2005, the remaining carrying value of Seaboard's investments in and advances to this Business total $3,992,000, including $2,745,000 of foreign currency translation gains recorded in other comprehensive income from this Business which will be recognized in earnings upon completion of the sale. The investment and losses from the Business are included in the All Other segment. This Business is considered a VIE and the related maximum exposure to Seaboard is $1,247,000 at December 31, 2005.

As more fully discussed in Note 13, in the fourth quarter of 2004, Seaboard recognized a $3,592,000 decline in value considered other than temporary in its investment in the Business. See Note 7 for discussion of Seaboard's taxes related to this business. During 2003, the Business went through a troubled debt restructuring as more fully discussed in Note 13.

As discussed in Note 3, during the fourth quarter of 2003, Seaboard sold its equity investment in Fjord, previously accounted for as a non-controlled foreign affiliate.

Seaboard generally is the primary provider of choice for grains and supplies purchased by the non-controlled foreign affiliates primarily conducting grain processing. Sales of grain and supplies to these non-consolidated foreign affiliates included in consolidated net sales for the years ended December 31, 2005, 2004 and 2003 amounted to $232,864,000, $229,422,000 and $148,318,000, respectively. At December 31, 2005 and 2004, Seaboard had $34,013,000 and $26,762,000, respectively, of investments in and advances to, and $44,459,000 and $48,097,000, respectively, of receivables due from these foreign affiliates.

Combined condensed financial information of the non- controlled, non-consolidated foreign affiliates for their fiscal periods ended within each of Seaboard's years ended, including the operations of affiliates through disposition dates, are as follows:

Commodity Trading and Milling Segment          December 31,
(Thousands of dollars)                    2005     2004     2003

Net sales                             $ 501,972  442,064  329,506
Net income (loss)                     $  19,995    8,450   (1,408)
Total assets                          $ 215,269  202,788  178,458
Total liabilities                     $ 138,670  141,867  120,986
Total equity                          $  76,599   60,921   57,472

Other Businesses                               December 31,
(Thousands of dollars)                    2005     2004     2003

Net sales                             $  28,611   33,230  614,626
Net loss                              $  (7,427)  (8,143) (90,497)
Total assets                          $  45,668   52,827   64,106
Total liabilities                     $  44,266   43,969   49,000
Total equity                          $   1,402    8,858   15,106

Although the balance sheet data for the Other Businesses in 2003 excludes amounts related to Fjord, net sales and net loss for 2003 reflect $571,978,000 and $(77,030,000) respectively, related to Fjord's operations through the date of disposition.

Note 6

Property, Plant and Equipment

A summary of property, plant and equipment at the end of each year is as follows:

                                          Useful           December 31,
(Thousands of dollars)                    Lives          2005        2004

Land and improvements                    15 years   $  115,334  $  112,298
Buildings and improvements               30 years      286,057     272,375
Machinery and equipment                  3-20 years    596,257     558,014
Vessels and vehicles                     3-18 years    127,419     111,260
Office furniture and fixtures            5 years        17,679      14,881
Construction in progress                                 8,644       3,075
                                                     1,151,390   1,071,903
Accumulated depreciation and amortization             (524,810)   (468,521)
  Net property, plant and equipment                 $  626,580  $  603,382

As part of the Daily's acquisition during 2005, Seaboard acquired approximately $28,800,000 in net property, plant and equipment, which is included in the table above. See Note 2 for further discussion.

During 2004, Seaboard sold certain hog production facilities for approximately $6,364,000 and entered into a grow finish agreement with the purchaser of the facilities, with a term expiring in 2019. The deferred gain on the sale of $2,822,000 will be amortized over the term of that agreement.

Note 7

Income Taxes

Income taxes attributable to continuing operations for the years ended December 31, 2005, 2004 and 2003 differ from the amounts computed by applying the statutory U.S. Federal income tax rate of 35 percent to earnings (loss) before income taxes for the following reasons:

                                                 Years ended December 31,
(Thousands of dollars)                           2005      2004      2003

Computed "expected" tax expense               $109,484  $ 80,468  $ 15,302
Adjustments to tax expense attributable to:
  Foreign tax differences                      (46,184)  (18,585)   (9,195)
  Tax-exempt investment income                  (1,046)     (221)      (55)
  State income taxes, net of federal benefit     6,202     1,461       407
  Change in valuation allowance                  4,290    (3,540)    4,638
  Repatriation                                  11,586         -         -
  Federal and foreign audit settlements        (26,405)        -         -
  Other                                        (11,777)    2,232     3,650
  Income tax expense before cumulative effect   46,150    61,815    14,747
  Income tax expense - cumulative effect
     of changes in accounting principles             -         -        52
  Total income tax expense                    $ 46,150  $ 61,815  $ 14,799

Earnings before income taxes consists of the following:

                                                 Years ended December 31,
(Thousands of dollars)                           2005      2004      2003

 United States                                $156,551  $120,398  $ (8,271)
 Foreign                                      $156,261  $109,513  $ 54,912
  Total                                       $312,812  $229,911  $ 46,641

The components of total income taxes are as follows:

                                                 Years ended December 31,
(Thousands of dollars)                           2005      2004      2003

Current:
  Federal                                     $ 28,885  $ 16,132  $    517
  Foreign                                        5,578     4,271     2,239
  State and local                                6,314     1,317       136
Deferred:
  Federal                                        1,287    39,249    10,930
  Foreign                                           37         -       531
  State and local                                4,049       846       394
Income tax expense                              46,150    61,815    14,747
Unrealized changes in other comprehensive income  (606)    4,329     3,470
Income tax expense - cumulative effect
 of changes in accounting principles                 -         -        52

Total income taxes $ 45,544 $ 66,144 $ 18,269

Components of the net deferred income tax liability at the end of each year are as follows:

                                                            December 31,
(Thousands of dollars)                                     2005      2004
Deferred income tax liabilities:
  Cash basis farming adjustment                         $ 12,418  $ 12,820
  Deferred earnings of foreign subsidiaries                  347     6,966
  Depreciation                                            93,159    92,903
  LIFO                                                    27,054    32,721
  Other                                                    2,423       106
                                                         135,401   145,516
Deferred income tax assets:
  Reserves/accruals                                       20,013    29,117
  Tax credit carryforwards                                 6,533     6,872
  Net operating and capital loss carryforwards            35,076    21,244
                                                          61,622    57,233
Valuation allowance                                       41,227    22,935
  Net deferred income tax liability                     $115,006  $111,218

During the fourth quarter of 2004, President Bush signed into law H.R. 4520, the American Jobs Creation Act ("Act"). The Act is a significant and complicated reform of U.S. income tax law. The Act contains several provisions which will be favorable for Seaboard. Of particular note, the Act repealed the prior law treatment of shipping income as a component of subpart F income. This change allowed Seaboard to avoid current U.S. taxation on its post-2004

shipping income and had a material impact on Seaboard's 2005 and future effective tax rate and cash tax payments. This change decreased income tax expense approximately $30,298,000 for the year ended December 31, 2005.

The Act also allowed Seaboard a one-time election to repatriate permanently invested foreign earnings at a 5.25% effective U.S. income tax rate rather than the statutory 35% rate, if certain domestic reinvestment requirements are met. Management concluded its evaluation of this provision of the Act in the fourth quarter of 2005 and declared and paid a qualifying intercompany dividend of approximately $220,000,000. The dividend was paid from existing cash from foreign operations and by incurring $65,000,000 of new borrowings by a foreign subsidiary (see Note 8 for further discussion). Total taxes resulting from this dividend were approximately $11,586,000, including foreign withholding taxes incurred. Seaboard has not provided for U.S. Federal Income and foreign withholding taxes on $87,572,000 of undistributed earnings from foreign operations as Seaboard intends to reinvest such earnings indefinitely outside of the United States. Determination of the tax that might be paid on these undistributed earnings if eventually remitted is not practicable.

The Act also repealed an export tax benefit and provides for a nine percent deduction on U.S. manufacturing income. Both are phased in over the next five years. Management expects these two changes to largely offset each other in future years.

As a matter of course, Seaboard is regularly audited by federal, state and foreign tax authorities, which may result in adjustments. In the fourth quarter of 2005, the Joint Committee on Taxation (JCT) approved Seaboard's settlement with the Internal Revenue Services (IRS) of its 2000-2002 U.S. Federal Tax Returns. The favorable resolution of these tax issues resulted in a tax benefit of $21,428,000 for items previously reserved. Additionally, in February 2006 Seaboard entered into a Closing Agreement with the Puerto Rican Treasury Department which favorably resolved certain prior years' tax issues. The resolution of these issues resulted in Seaboard recording a tax benefit of $4,977,000 in the fourth quarter of 2005 for items previously reserved. In January 2005, Seaboard agreed to a settlement with the IRS related to a protest for Seaboard's federal income tax returns for 1994 through 1996 resulting in a $14,356,000 tax benefit which was recognized in the fourth quarter of 2004.

As more fully discussed in Note 13, Seaboard intends to sells its equity investment in a Bulgarian wine business. As a result of the decision to sell this business, the accumulated losses for this business, which were previously considered ordinary for tax purposes, are now characterized as capital losses, which utilization is currently viewed as uncertain as discussed below. Accordingly, in the fourth quarter of 2004 Seaboard reversed previously recorded tax benefits of $5,795,000 related to prior year losses. While the 2003 sale of Seaboard's equity investment in Fjord generated a gain for book purposes, a capital loss was generated for tax purposes. Utilization of this capital loss is also uncertain as discussed below.

Seaboard currently has tax holidays in two foreign countries resulting in tax savings of approximately $4,311,000, $3,376,000 and $2,335,000, or $3.43, $2.69 and $1.86 per diluted earnings per common share for the years ended December 31, 2005, 2004 and 2003, respectively. These tax holidays are set to expire in 2008 in one country and 2012 for the other country.

Management believes Seaboard's future taxable income will be sufficient for full realization of the net deferred tax assets. The valuation allowance relates to the tax benefits from foreign net operating losses and from losses on investments that would be recognized as capital losses. Management does not believe these benefits are more likely than not to be realized due to limitations imposed on the deduction of these losses. In the event Seaboard generates sufficient capital gains to utilize the capital losses, a tax benefit will be recognized. At December 31, 2005, Seaboard had foreign net operating loss carryforwards (NOLs) of approximately $26,231,000, a portion of which expire in varying amounts between 2006 and 2009, and others that have indefinite expiration periods. At December 31, 2005, Seaboard had federal capital loss carryforwards of approximately $25,270,000 expiring in varying amounts in 2007 and 2008.

At December 31, 2005, Seaboard had state tax credit carry forwards of approximately $6,078,000 which may carry forward indefinitely. As discussed more fully in Note 12, during fiscal 2005, Seaboard filed tax returns utilizing NOLs that were available to use from its Parent Company pursuant to an earlier agreement. The Company issued shares of common stock to its Parent Company in exchange for the NOLs.

Note 8

Notes Payable and Long-term Debt

Notes payable amounting to $92,938,000 and $1,789,000 at December 31, 2005 and 2004, respectively, consisted of obligations due banks on demand, within one year, or based on Seaboard's ability and intent to repay within one year. As a result of the one time qualifying foreign intercompany dividend paid as discussed in Note 7, during December 2005 Seaboard entered into a new two-year committed credit facility totaling $50,000,000 and a new $50,000,000 uncommitted credit line for a foreign subsidiary in the Commodity Trading and Milling segment. In addition, Seaboard entered into a new $25,000,000 uncommitted credit facility to finance the working capital needs of a foreign subsidiary in the Commodity Trading and Milling Segment. Also, during October 2005, Seaboard reduced its domestic five year committed credit facility from $200,000,000 to $100,000,000 as a result of the current levels of domestic cash and short-term investments held by Seaboard. Also, during the second quarter of 2005, Seaboard allowed a $20,000,000 committed line of credit to expire and also cancelled its $95,000,000 subsidiary credit facility. At December 31, 2005, Seaboard had committed lines totaling $150,000,000 and uncommitted lines totaled approximately $79,926,000. Borrowings outstanding under committed and uncommitted lines as of December 31, 2005, totaled $50,000,000 and $42,938,000, respectively. The $50,000,000 borrowing under the two-year committed line is classified in current liabilities at December 31, 2005 as Seaboard has the ability and intent to repay such borrowings during the next year. At December 31, 2005, Seaboard's borrowing capacity under its committed lines was reduced by letters of credit
(LCs) totaling $56,521,000, including $42,688,000 of LCs for Seaboard's outstanding Industrial Development Revenue Bonds (IDRBs) and $13,158,000 related to insurance coverages. The weighted average interest rates for outstanding notes payable were 5.39% and 11.26% at December 31, 2005 and 2004, respectively. The 2004 average interest rates primarily reflects only foreign subsidiaries local borrowings under uncommitted lines as there were no amounts outstanding under Seaboard's domestic committed or uncommitted lines.

The notes payable to banks under the credit lines are unsecured. The lines of credit do not require compensating balances. Facility fees on these agreements are not material.

A summary of long-term debt at the end of each year is as follows:

                                                  December 31,
(Thousands of dollars)                           2005      2004

Private placements:
 6.49% senior notes, due 2005                          $      -   $ 20,000
 7.88% senior notes, due 2005 through 2007               50,000     75,000
 5.80% senior notes, due 2005 through 2009               26,000     32,500
 6.21% senior notes, due 2009                            38,000     38,000
 6.21% senior notes, due 2006 through 2012                7,500      7,500
 6.92% senior notes, due 2012                            31,000     31,000

Industrial Development Revenue Bonds, floating rates
 (3.60% at December 31, 2005) due 2014 through 2027      41,800     41,800

Bank debt, 5.79% - 8.58%, due 2006 through 2010          61,710     69,397

Foreign subsidiary obligations, 2.00% - 17.50%, due 2006
through 2010                                              3,276      4,762

Foreign subsidiary obligation, floating rate due 2006       311        314

Capital lease obligations and other                       2,881      3,038
                                                        262,478    323,311
Current maturities of long-term debt                    (61,415)   (60,756)

Long-term debt, less current maturities $201,063 $262,555

Of the 2005 foreign subsidiary obligations, $2,027,000 is denominated in CFA francs, $927,000 is payable in Argentine pesos, and the remaining $633,000 is denominated in Mozambique metical. Of the 2004 foreign subsidiary obligations, $2,396,000 is denominated in CFA francs, $1,908,000 is payable in Argentine pesos and the remaining $772,000 is denominated in Mozambique metical.

Seaboard consolidates certain limited liability companies deemed to be VIEs. As a result, bank debt totaling $27,918,000 and $29,837,000 as of December 31, 2005 and 2004, respectively, is included in the table above. This bank debt is collateralized by fixed assets totaling $27,834,000 as of December 31, 2005. The weighted average interest rates were 7.54% at December 31, 2005 and 2004, respectively.

At December 31, 2005, hog production facilities and equipment with a depreciated cost of $59,323,000 secured bank debt. At December 31, 2005, Argentine land, sugar production facilities and equipment with a depreciated cost of $4,467,000 secured certain foreign subsidiary obligations.

During 2004, Seaboard used $1,289,000 of unexpended bond proceeds held in trust to redeem a portion of and pay interest on the related industrial development revenue bonds (IDRBs).

The terms of the note agreements pursuant to which the senior notes, IDRBs, bank debt and credit lines were issued require, among other terms, the maintenance of certain ratios and minimum net worth, the most restrictive of which requires consolidated funded debt not to exceed 50% of consolidated total capitalization; an adjusted leverage ratio of less than 3.5 to 1.0; requires the maintenance of consolidated tangible net worth, as defined, of not less than $507,000,000 plus 25% of cumulative consolidated net income beginning October 2, 2004; limits aggregate dividend payments to $10.0 million plus 50% of consolidated net income less 100% of consolidated net losses beginning January 1, 2002 plus the aggregate amount of Net Proceeds of Capital Stock for such period ($240,423,000 as of December 31, 2005) or $15,000,000 per year under certain circumstances; limits the sum of subsidiary indebtedness and priority indebtedness to 10% of consolidated tangible net worth; and limits Seaboard's ability to acquire investments and sell assets under certain circumstances. Seaboard is in compliance with all restrictive debt covenants relating to these agreements as of December 31, 2005.

Annual maturities of long-term debt at December 31, 2005 are as follows: $61,415,000 in 2006, $63,264,000 in 2007, $11,981,000 in 2008, $47,285,000 in 2009, $2,002,000 in 2010 and $76,531,000 thereafter.

Note 9

Derivatives and Fair Value of Financial Instruments

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 cost and fair values of investments and long-term debt at December 31, 2005 and 2004 are presented below.

December 31,                       2005                    2004
(Thousands of dollars)       Cost    Fair Value      Cost    Fair Value

Short-term investments    $377,617    $377,874    $119,259    $119,259
Long-term debt             262,478     259,990     323,311     327,288

The fair value of the short-term investments is based on quoted market prices at the reporting date for these or similar investments. The fair value of long-term debt is determined by comparing interest rates for debt with similar terms and maturities.

Commodity Instruments

Seaboard uses various grain, meal, hog, pork bellies and fuel oil futures and options to manage its exposure to price fluctuations for raw materials and other inventories, finished product sales and firm sales commitments. However, due to the extensive record-keeping required to designate the commodity derivative transactions as hedges for accounting purposes, Seaboard marks to market its commodity futures and options primarily as a component of cost of sales. Management continues to believe its commodity futures and options are primarily economic hedges although they do not qualify as hedges for accounting purposes. Since these derivatives are not accounted for as

hedges, fluctuations in the related commodity prices could have a material impact on earnings in any given year. From time to time, Seaboard may enter into speculative derivative transactions related to its market risks.

At December 31, 2005 and 2004, Seaboard had open net contracts to (sell) and purchase (1,511,616) and 7,553,000 bushels of grain with fair values of $3,715,000 and $(383,000), respectively, and 61,800 and 98,600 tons of soybean meal with fair values of $(904,000) and $(1,592,000), respectively, included with other accrued financial derivative liabilities or current assets on the Consolidated Balance Sheets. In addition, at December 31, 2005 Seaboard also had net contracts to sell 440,000 pounds of hogs with a fair value of $39,000 and contracts to buy 720,000 pounds of pork bellies with a fair value of $(26,000). At December 31, 2004 Seaboard also had contracts to sell 2,100,000 pounds of soybean oil with a fair value of $11,000, and purchase 1,500 tons on fuel oil with a fair value of $(52,000). For the years ended December 31, 2005, 2004 and 2003 Seaboard realized net gains (losses) of $(1,156,000), $(11,886,000), and $4,882,000 related to commodity contracts, primarily included in cost of sales on the 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, primarily related to its commodity trading business. Prior to January 1, 2005 Seaboard accounted for its currency exchange hedges of firm commitments and trade receivables from third parties as fair value hedges through December 31, 2004. Exchange agreements related to firm commitments and receivables from foreign affiliates were accounted for as cash flow hedges through December 31, 2004. For foreign currency exchange agreements designated as fair value hedges, the derivative gains and losses were recognized in operating income for 2004 and 2003 along with the change in fair value of the related contract through December 31, 2004. For foreign currency exchange agreements designated as cash flow hedges, the derivative gains and losses are included as a component of other comprehensive income until the underlying contract was recorded. As discussed in Note 1, as of January 1, 2005, Seaboard discontinued accounting for the foreign currency exchange agreements as hedges for all new agreements entered into by the commodity trading business. As a result, for 2005 the change in value of only the foreign exchange agreements are marked to market as a component of cost of sales on the Consolidated Statements of Earnings and are included on other current assets or accrued financial derivatives liabilities on the Consolidated Balance Sheets as of December 31, 2005 and 2004. The change in value of third party firm commitments are included in other current assets or accrued financial derivative liabilities on the Consolidated Balance Sheets as of December 31, 2004. The net gains and losses recognized in the Consolidated Statements of Earnings from the exchange agreements were not material for the year ended December 31, 2005. The net gains and losses recognized in the Consolidated Statements of Earnings from the exchange agreements and related firm commitments were not material for the year ended December 31, 2004 and 2003.

At December 31, 2005, Seaboard had trading foreign exchange contracts (receive $U.S./pay South African Rand (ZAR)) to cover its firm sales commitments and trade receivables with notional amounts of $56,596,000 with a fair value of ($1,046,000) included in accrued financial derivative liabilities on the Consolidated Balance Sheet.

At December 31, 2005 and 2004, Seaboard had trading foreign exchange contracts (receive $U.S./pay ZAR) to cover various foreign currency working capital needs for notional amounts of $1,259,000 and $21,709,000, respectively, with fair values of $(11,000) and $90,000.

At December 31, 2004, Seaboard had hedged ZAR denominated firm sales contracts and trade receivables from third parties with historical values totaling $72,237,000 with changes in fair values of $6,421,000, respectively. To hedge the change in value of these firm contracts and trade receivables, Seaboard entered into agreements to exchange $72,237,000 of contracts denominated in ZAR, with derivative fair values of $(6,505,000).

At December 31, 2004, Seaboard had hedged Euro denominated sales contracts and trade receivables from third parties totaling $779,000 with changes in fair value of $30,000. To hedge the changes in values of the firm contracts and receivables, at December 31, 2004 Seaboard had open agreements to exchange $778,000 of contracts denominated in Euros with derivative fair values of $(30,000).

At December 31, 2004, Seaboard had ZAR denominated firm sales contracts with a foreign affiliate with historical values totaling $4,530,000, and changes in fair values of $188,000. To hedge the change in value of these contracts, Seaboard entered into agreements to exchange $4,530,000 of contracts denominated in ZAR with derivative fair values of $(188,000), which are included as a component of other comprehensive income at December 31, 2004.

Interest Rate Exchange Agreements

Seaboard entered into 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. At December 31, 2005 and 2004, deferred gains on prior year's terminated interest rate exchange agreements (net of tax) totaled $350,000 and $551,000, respectively, relating to swaps that hedged variable rate debt. This amount is included in accumulated other comprehensive loss on the Consolidated Balance Sheets. For each of the years ended December 31, 2005, 2004 and 2003, interest rate exchange agreements accounted for as hedges decreased interest expense by $329,000 resulting from amortization of terminated proceeds.

At December 31, 2005 and 2004 Seaboard had five, ten-year interest rate exchange agreements outstanding that are not paired with specific variable rate contracts, whereby Seaboard pays a stated fixed rate and receives a variable rate of interest on a total notional amount of $150,000,000. While Seaboard has certain variable rate debt, these interest rate exchange agreements do not qualify as hedges for accounting purposes. At December 31, 2005 and 2004, the fair values of these contracts totaled $(5,311,000) and $(12,354,000), respectively, and are included in accrued financial derivative liabilities on the Consolidated Balance Sheets. For the years ended December 31, 2005, 2004, and 2003 the net gain (loss) for interest rate exchange agreements not accounted for as hedges were $2,996,000, $(4,597,000) and $(2,296,000), respectively, and are included in miscellaneous, net in the Consolidated Statements of Earnings. Included in the gains and losses for 2005, 2004 and 2003 are net payments of $4,047,000, $6,403,000 and $6,155,000, respectively, during 2005, 2004 and 2003 for the difference between the fixed rate paid and variable rate received on these contracts.

Note 10

Employee Benefits

Seaboard maintains a defined benefit pension plan (the Plan) for its domestic salaried and clerical employees. The Plan generally provides eligibility for participation after one year of service upon attaining the age of 21. Benefits are generally based upon the number of years of service and a percentage of final average pay. Seaboard has historically based pension contributions on minimum funding standards to avoid the Pension Benefit Guaranty Corporation variable rate premiums established by the Employee Retirement Income Security Act of 1974. However, because of Seaboard's liquidity position, in December 2004 Seaboard made a $14,250,000 special contribution approximately equal to the maximum deductible amount, resulting in an over-funding of the Plan. As a result, management did not make any contributions to the Plan during 2005. As a result of its current liquidity and tax positions, in February 2006 Seaboard made a contribution of $3,811,000 which was the maximum deductible contribution allowed for the 2005 plan year. An additional contribution may be made during 2006 for the 2006 plan year but such amount is not yet known.

Plan assets are invested to achieve a diversified overall portfolio consisting of various mutual funds. Seaboard is willing to accept a moderate level of risk to potentially achieve higher investment returns. The overall portfolio is evaluated relative to customized benchmarks, and is expected to exceed the customized benchmark over five year rolling periods and longer. The investment strategy is periodically reviewed for continued appropriateness. Derivatives, real estate investments, non-marketable and private equity or placement securities are not allowed investments under the Plan. Seaboard's asset allocation targets and actual investment composition within the Plan are as follows:

Actual Plan Composition at December 31, Target Percentage

                         of Portfolio              2005         2004

Domestic Large Cap Equity     35%                   36%          35%
Domestic Small and Mid Cap
  Equity                      15%                   14%          16%
International Equity          15%                   16%          16%
Domestic Fixed Income         35%                   34%          33%

Seaboard also sponsors non-qualified, unfunded supplemental executive plans. On November 5, 2004, Seaboard amended its Executive Retirement Plan, which provides a supplemental retirement benefit to officers and certain key employees of Seaboard and its subsidiaries, to conform the benefit calculation to the Plan discussed above by changing the methodology for calculating the benefit to a percentage of final average pay for all years of service. The amendment also changes the normal form of the benefit to a lump sum payment, provided the employee has at least 5 years of service after the plan amendment was adopted. While this amendment has no effect on the 2004 net periodic benefit cost, it increased unrecognized prior service cost by $8,697,000 and increased 2005 net periodic benefit cost by $599,000. The unamortized prior service cost is being amortized over the average remaining working lifetime of the active participants for this plan.

Assumptions used in determining pension information for the plans were:

                                                   Years ended December 31,
                                                2005        2004         2003
Weighted-average assumptions
 Discount rate used to determine obligations   5.50%       6.00%        6.25%
 Discount rate used to determine net periodic
  benefit cost                                 6.00%       6.25%        6.75%
 Expected return on plan assets                7.50%       8.25%        8.45%
 Long-term rate of increase in compensation

levels 4.00-5.00% 4.00-5.00% 4.00-5.00%

Management changed its assumptions basis for the discount rate and excepted return on plan assets beginning in 2005 to more accurately reflect its own estimated benefit payments and specific past history. The change in assumptions did not have a material impact on the results of operation for 2005. For 2005, management selected the discount rate based on Moody's year-end published Aa corporate bond yield, rounded to the nearest quarter percentage point. For 2004 and 2003, management selected the discount rate based on Moody's year-end published Aa corporate bond yield plus 25 basis points. The expected return on Plan assets assumption is based on the weighted average of asset class expected returns that are consistent with historical returns. For 2005 the assumed rate was selected to match the 50th percentile rounded to the nearest quarter percentage point of model-based results that reflect the Plan's asset allocation. For 2004 and 2003 the assumed rate was selected to fall between the 50th and 75th percentiles rounded to the nearest quarter percentage point. The measurement date for the Plan is December 31. The unrecognized net actuarial losses are amortized over the average remaining working lifetime of the active participants for these plans.

The changes in the plans' benefit obligations and fair value of assets for the Plan and other plans for the years ended December 31, 2005 and 2004, and a statement of the funded status as of December 31, 2005 and 2004 are as follows:

December 31 2005 2004 Assets exceed Accumulated Assets exceed Accumulated Accumulated benefits Accumulated benefits (Thousands of dollars) Benefits exceed assets Benefits exceed assets

Reconciliation of benefit obligation:

 Benefit obligation at
  beginning of year       $53,118       $ 21,871      $47,401      $ 12,633
 Service cost               2,497          1,219        2,203           923
 Interest cost              3,136          1,270        2,925           694
 Actuarial gains (losses)   3,812          1,457        2,277          (959)
 Benefits paid             (1,560)          (141)      (1,688)         (116)
 Plan amendments                -              -            -         8,696
  Benefit obligation at
   end of year             61,003         25,676       53,118        21,871

Reconciliation of fair value of plan assets:
 Fair value of plan assets
  at beginning of year     55,896              -       33,194             -
 Actual return on plan
  assets                    3,047              -        4,378             -
 Employer contributions         -            141       20,012           116
 Benefits paid             (1,560)          (141)      (1,688)         (116)
 Fair value of plan assets
  at end of year           57,383              -       55,896             -

Funded status              (3,620)       (25,676)       2,778       (21,871)
Unrecognized transition
 obligation                     -             97           82           113
Unamortized prior service
 cost                        (389)         8,097         (527)        8,697
Unrecognized net actuarial
 losses                    16,939          4,865       12,619         3,463
 Prepaid (accrued) benefit
  cost                    $12,930       $(12,617)     $14,952      $ (9,598)

The accumulated benefit obligation for the Plan was $57,342,000 and $47,286,000 and for the other plans was $17,763,000 and $14,816,000 at December 31, 2005 and 2004, respectively.

Amounts recognized in the Consolidated Balance Sheets as of December 31, 2005 and 2004 consist of:

December 31 2005 2004 Assets exceed Accumulated Assets exceed Accumulated

                        Accumulated     benefits    Accumulated    benefits
(Thousands of dollars)    Benefits   exceed assets    Benefits   exceed assets

Prepaid benefit cost      $12,930       $      -      $14,952      $      -
Accrued benefit liability     -          (17,866)           -       (14,926)
Intangible asset              -            5,249            -         5,328
 Prepaid (accrued) benefit
  cost                    $12,930       $(12,617)     $14,952      $ (9,598)

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

                                                Years ended December 31,
(Thousands of dollars)                      2005         2004          2003

Components of net periodic benefit cost:
 Service cost                           $  3,716      $ 3,126      $  2,892
 Interest cost                             4,406        3,619         3,407
 Expected return on plan assets           (4,115)      (2,873)       (2,128)
 Amortization and other                    1,176          729           913
 Net periodic benefit cost              $  5,183      $ 4,601      $  5,084

Expected future net benefit payments for all plans during each of the next five years and in aggregate for the five year period beginning with the sixth year are as follows:
$3,807,000, $8,220,000, $3,220,000, $3,286,000, $4,008,000, and $24,301,000, respectively.

Seaboard also has certain individual, non-qualified, unfunded supplemental retirement agreements for certain executive employees. Pension expense for these agreements was $634,000, $666,000 and $697,000 for the years ended December 31, 2005, 2004 and 2003, respectively. Included in other liabilities at December 31, 2005 and 2004 is $11,309,000 and $10,362,000, respectively, representing the accrued benefit obligation for these agreements. As of December 31, 2005 and 2004, the unrecognized pension cost related to these agreements of $1,706,986 and $615,000, respectively, was included in accumulated other comprehensive loss, net of related tax. During the next five years and for the aggregate five year period beginning with the sixth year, management expects future net benefits payments under these agreements to be $791,000, $1,192,000, $1,182,000, $1,170,000, $1,156,000, and $5,527,000, respectively.

Seaboard participates in a multi-employer pension fund, which covers certain union employees under a collective bargaining agreement. Seaboard is required to make contributions to this plan in amounts established under the collective bargaining agreement. Contribution expense for this plan was $452,000, $346,000 and $321,000 for the years ended December 31, 2005, 2004 and 2003, respectively. The applicable portion of the total plan benefits and net assets of this plan is not separately identifiable although in 2005 Seaboard received notice the pension fund is under funded. Seaboard could, under certain circumstances, be liable for unfunded vested benefits or other expenses of this jointly administered union plan. The plan's administrators do not provide sufficient information to enable Seaboard to determine its share, if any, of unfunded vested benefits. As a result, Seaboard has not established any liabilities for potential future withdrawal as such withdrawal from this plan is not probable.

Seaboard maintains a defined contribution plan covering most of its domestic salaried and clerical employees. Seaboard primarily contributes to the plans an amount equal to 100% of employee contributions up to a maximum of 3% of employee compensation. Employee vesting is based upon years of service with 20% vested after one year of service and an additional 20% vesting with each additional complete year of service for the significant plan. Contribution expense for this plan was $1,604,000, $1,445,000 and $1,471,000 for the years ended December 31, 2005, 2004 and 2003, respectively. In addition, Seaboard maintains a defined contribution plan covering most of its hourly, non-union employees and in 2005 assumed responsibility for and sponsorship of two defined contribution plans covering most of Daily's employees. Contribution expense for these plans was $440,000, $250,000 and $223,000 for the years ended December 31, 2005, 2004 and 2003, respectively.

Seaboard has an Investment Option Plan which allowed certain employees to reduce their compensation in exchange for options to buy shares of certain mutual funds and/or pooled separate accounts. However, as a result of U.S. tax legislation passed in October 2004, reductions to compensation earned after 2004 is no longer allowed. The exercise price for each investment option is established based upon the fair market value of the underlying investment on the date of grant. Seaboard contributed to the plan based on 3% of the employees' reduced compensation. Seaboard's expense for this plan, which primarily includes amounts related to the change in fair value of the underlying investment accounts, was $1,433,000, $1,602,000 and $2,127,000 for the years ended December 31, 2005, 2004 and 2003, respectively. Included in other liabilities at December 31, 2005 and 2004 are $15,250,000 and $11,896,000, respectively, representing the market value of the payable to the employees upon exercise. In conjunction with this plan, Seaboard purchased the specified number of units of the employee-designated investment plus the option price. These investments are treated as trading securities and are stated at their fair market values. Accordingly, as of December 31, 2005 and 2004, $19,094,000 and $15,103,000 were included in other current assets on the Consolidated Balance Sheets. Investment income related to the mark-to-market of these investments for 2005, 2004, and 2003 totaled $1,376,000, $1,537,000 and $2,061,000, respectively.

Note 11

Commitments and Contingencies

Seaboard Foods LP (Seaboard Foods) reached an agreement in 2002 to settle litigation brought by the Sierra Club. Under the terms of the settlement, Seaboard Foods conducted an investigation at three farms. Based on the investigation, it has been determined that two farms do not require any corrective action. The investigation at the one remaining farm concluded that the lagoon at this farm is a likely source of elevated nitrates in the ground water.

Seaboard Foods advised the Oklahoma Department of Agriculture, Food & Forestry as to this fact, and is in the process of getting approval for and making the necessary corrective action, which will include constructing a replacement lagoon. The cost of the lagoon and any other implications is not known with certainty, but the cost is expected to be approximately $1,500,000. Seaboard Foods has given notice to PIC International Group, Inc. (PIC) as to its right to indemnification from any loss as a result of the lagoon. To date, PIC has declined to provide indemnification.

Seaboard Foods is subject to regulatory actions and an investigation by the United States Environmental Protection Agency and the State of Oklahoma. One such action involves five properties utilized in Seaboard Foods' hog production operations which were purchased from PIC. Seaboard Foods has undertaken an extensive investigation, and has had significant discussions with the EPA and the State of Oklahoma, proposing to take a number of corrective actions with respect to the farms, and one additional farm, in order to attempt to settle the actions.

Originally, the EPA advised Seaboard Foods that any such settlement must include a civil fine of $1,200,000, but the EPA has since reduced the amount of its demand for a civil penalty to $305,000. Seaboard Foods believes that the EPA has no authority to impose a civil fine, but settlement discussions are continuing.

PIC is indemnifying Seaboard Foods with respect to the action pursuant to an indemnification agreement which has a $5,000,000 limit. To date, the $5,000,000 limit has not been exceeded. If the tentative settlement with the State of Oklahoma is agreed to, the estimated cumulative costs which will be expended will total approximately $6,900,000, not including the additional legal costs required to negotiate the settlement or the penalties demanded by the EPA and tentatively agreed to with the State of Oklahoma. If the measures taken pursuant to the settlement are not effective, other measures with additional costs may be required. PIC has advised Seaboard Foods that it is not responsible for the costs in excess of $5,000,000. Seaboard Foods disputes PIC's determination of the costs to be included in the calculation to determine whether the $5,000,000 limit will be exceeded, and believes that the costs to be considered are less than $5,000,000, such that PIC is responsible for all such costs and penalties, except for approximately $180,000 of estimated costs that would be incurred over 5 years subsequent to the settlement for certain testing and sampling. Seaboard Foods has agreed to conduct such testing and sampling as part of the sampling it conducts in the normal course of operations, and believes that the incremental costs incurred to conduct such testing and sampling will be less than $180,000. Seaboard Foods also believes that a more general indemnity agreement would require indemnification of liability in excess of $5,000,000 (excluding the estimated $180,000 cost for testing and sampling), although PIC disputes this.

During the fourth quarter, Seaboard's subsidiary, Seaboard Marine, received a notice of violation letter from U.S. Customs and Border Protection demanding payment of a significant penalty for an alleged failure to manifest narcotics in connection with Seaboard Marine's shipping operations, in violation of a federal statute and regulation. Seaboard is in the process of responding to the allegations and cannot currently estimate a possible range of loss, however, management believes that the resolution of the matter will not have any material adverse effect on the financial position of Seaboard.

Seaboard is subject to various other 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.

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 business objectives. Seaboard does not issue guarantees of third parties for compensation. The following table sets forth the terms of guarantees as of December 31, 2005.

Guarantee beneficiary                      Maximum exposure       Maturity

Foreign non-consolidated affiliate grain     $  712,000         Annual renewal
processor - Uganda

Foreign non-consolidated affiliate food      $  400,000           August 2006
product distributor - Ecuador

Various hog contract growers                 $1,572,000         Annual renewal

Seaboard guaranteed a bank borrowing for a subsidiary of a foreign affiliate grain processor in Kenya, Unga Holdings Limited (Unga), a nonconsolidated milling affiliate, to facilitate bank financing used for the rehabilitation and expansion of a milling facility in Uganda. This guarantee was a part of the original purchase agreement with Unga when Seaboard first invested in this company in 2000. The guarantee can be drawn upon in the event of non-payment of a bank borrowing by Unga. While the guarantee may be cancelled by Seaboard annually, the bank has the right to draw on the guarantee in the event it is advised that the guarantee will be cancelled. The guarantee renews annually until the debt expires in 2007. Unga Holdings has provided a reciprocal guarantee to Seaboard. As of December 31, 2005, $543,000 was outstanding related to this guarantee.

The non-consolidated affiliate food product distributor in Ecuador purchases certain products from a U.S. domiciled vendor. Seaboard has guaranteed the payments for these purchases in order to secure normal credit terms for this affiliate.

Seaboard has guaranteed a portion of the bank debt for certain farmers, which debt proceeds were used to construct facilities to raise hogs for Seaboard's Pork segment. The guarantees enabled the farmers to obtain favorable financing terms. These bank guarantees renew annually until the underlying debt is fully repaid in 2013-2014. The maximum exposure to Seaboard from these guarantees is $1,572,000.

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 December 31, 2005, Seaboard had outstanding $57,283,000 of letters of credit (LCs) with various banks. Included in this amount are LCs that reduced Seaboard's borrowing capacity under its committed credit facilities as discussed in Note 8 totaling $42,688,000 which support the IDRBs included as long-term debt and $13,158,000 of LCs related to insurance coverages.

Commitments

As of December 31, 2005 Seaboard had various firm noncancelable purchase commitments and commitments under other agreements, arrangements and operating leases as described in the table below.

Purchase commitments            Years ended December 31,
(Thousands of dollars)       2006   2007   2008   2009   2010Thereafter

Hog procurement contracts $111,919 $ 75,152 $      -  $     -  $     - $      -

Grain and feed ingredients  30,603        -        -        -        -        -

Grain purchase contracts
 for resale                 77,669        -        -        -        -        -

Fuel purchase contract      13,412        -        -        -        -        -

Equipment purchases
  and facility improvements  1,623        -        -        -        -        -

Other purchase commitments   2,356        -        -        -        -        -

Total firm purchase
 commitments               237,582    5,152        -        -        -        -

Vessel time-charter
 arrangements               65,080   27,588    6,009        -        -        -

Contract grower finishing
 agreements                 11,996   11,938   11,894   11,862   11,860   72,672

Other operating lease
 payments                    8,996    7,561    5,803    2,161    2,105    6,196

Total unrecognized firm
commitments $323,654 $122,239 $ 23,706 $ 14,023 $ 13,965 $ 78,868

Seaboard has contracted with third parties for the purchase of live hogs to process at its pork processing plant and has entered into grain and feed ingredient purchase contracts to support its live hog operations. The commitment amounts included in the table are based on projected market prices as of December 31, 2005. During 2005, 2004 and 2003, this segment paid $182,386,000, $177,107,000 and $155,012,000, respectively for live hogs purchased under contracts.

The Commodity Trading and Milling segment enters into grain purchase contracts primarily to support firm sales commitments. These contracts are valued based on projected commodity prices as of December 31, 2005. This segment also has short-term freight contracts in place for delivery of future grain sales.

The Power segment has entered into a contract for the supply of substantially all fuel required through June 2006 at market-based prices. The fuel commitment shown above reflects the average price per barrel at December 31, 2005 for the minimum number of barrels specified in the agreement.

The Marine segment enters into contracts to time-charter vessels for use in its operations. Historically, these commitments have been short-term. However, as a result of increased demand for vessels and increasing charter-hire rates, this segment has entered into long-term commitments ranging from one to three years. In addition to its long- term lease agreements, the short-term time-charter contracts of $591,500 for 2006 are included above in vessel time- charter arrangements. This segment's charter hire expenses during 2005, 2004 and 2003 totaled $76,668,000, $51,064,000 and $47,533,000, respectively.

To support the operations of the Pork segment, Seaboard has contract grower finishing agreements in place with farmers to raise a portion of Seaboard's hogs according to Seaboard's specifications under long-term purchase contracts. Under the terms of the agreements, additional payments would be required if the grower achieves certain performance standards. The contract grower finishing obligations shown above do not reflect these incentive payments which, given current operating performance, total approximately $1,500,000 per year. In the event the farmer is unable to perform at an acceptable level, Seaboard has the right to terminate the contract. During the years ended 2005, 2004 and 2003, Seaboard paid $12,970,000, $10,099,000 and $5,981,000, respectively under contract grower finishing agreements.

Seaboard also leases various facilities and equipment under noncancelable operating lease agreements. Rental expense for operating leases, including payments made under the Facility Agreements prior to adoption of FIN 46R in 2003, amounted to $9,314,000, $8,761,000 and $7,237,000 in 2005, 2004 and 2003, respectively.

Note 12

Stockholders' Equity and Accumulated Other Comprehensive Loss

In a 2002 transaction (the Transaction) between Seaboard and its parent company, Seaboard Flour LLC (the Parent Company), Seaboard effectively repurchased shares of its common stock owned by the Parent Company in return for repayment of all indebtedness owed by the Parent Company to Seaboard. As a part of the Transaction, the Parent Company transferred to Seaboard rights to receive possible future cash payments from a subsidiary of the Parent Company and the benefit of other assets owned by that subsidiary. Seaboard also received tax NOLs which allow Seaboard to reduce the amount of future income taxes it otherwise would pay. To the extent Seaboard receives cash payments as a result of the transferred rights or reduces its federal income taxes payable by utilizing the NOLs, Seaboard agreed to issue to the Parent Company new shares of common stock with a value equal to the cash received and/or the NOLs utilized. The value of the common stock for purposes of determining the number of shares issued is equal to the ten day rolling average closing price, determined as of the twentieth day prior to the issue date. The maximum number of shares of common stock which may be issued to the Parent Company under the Transaction is capped at 232,414.85, the number of shares which were originally purchased from the Parent Company.

On September 15, 2005, Seaboard filed tax returns utilizing the NOLs resulting in reducing its federal income tax by $8,317,000. Based on terms of the Transaction, the price of the shares of Seaboard's common stock to be issued to the Parent Company is equal to the ten day rolling average closing price prior to October 1, 2005, which was $1,317.44. This resulted in Seaboard issuing 6,313.34 shares to Parent Company on November 3, 2005. As of December 31, 2005, Seaboard had not received any cash payments from the subsidiary of its Parent Company. The right to receive such payments expires September 17, 2007.

As all contingencies regarding the issuance of the shares to the Parent Company were resolved as of October 1, 2005, the weighted average number of shares presented below reflect such shares as outstanding for one day in the third quarter and the entire period in the fourth quarter for the basic earnings per share calculation and for the entire third and fourth quarter for the diluted earnings per share calculation. The following table reconciles the number of shares utilized in the earnings per share calculations:

                                        Years ended December 31,
                                       2005        2004      2003
Weighted-average number of shares

Common shares - basic               1,256,645   1,255,054  1,255,054

Effect of dilutive securities

Stock issuance to Parent                1,557           -          -

Common shares - diluted             1,258,202   1,255,054  1,255,054

As discussed in Note 2, as a result of issuing a 4.74% equity interest in Seaboard Foods LP in connection with the acquisition of Daily's during 2005, the difference between the fair value of this equity interest compared to the book value was recorded as additional paid-in capital in the amount of $13,263,000.

The components of accumulated other comprehensive loss, net of related taxes, are summarized as follows:

                                                  Years ended December 31,
(Thousands of dollars)                           2005       2004       2003

Cumulative foreign currency translation
 adjustment                                   $(53,229)  $(53,986)  $(56,490)
Unrealized gain on investments                     928        257         14
Unrecognized pension cost                       (1,041)      (375)    (5,772)
Net unrealized loss on cash flow hedges            (33)      (188)       (30)
Deferred gain on interest rate swaps               350        551        751

  Accumulated other comprehensive loss        $(53,025)  $(53,741)  $(61,527)

The foreign currency translation adjustment primarily represents the effect of the Argentine peso currency exchange fluctuation on the net assets of the Sugar and Citrus segment. When the Argentine government lifted the one to one parity of the peso to the U.S. dollar at the end of 2001, the peso lost significant value against the dollar. At December 31, 2005, the Sugar and Citrus segment has $92,780,000 in net assets denominated in Argentine pesos and $7,930,000 in net assets denominated in U.S. dollars in Argentina.

With the exception of the provision related to the foreign currency translation gains and losses discussed above, which are taxed at a 35% rate, income taxes for components of accumulated other comprehensive loss were recorded using a 39% effective tax rate.

Note 13

Segment Information

Seaboard Corporation had five reportable segments through December 31, 2005: Pork, Commodity Trading and Milling, Marine, Sugar and Citrus, and Power, each offering a specific product or service. Seaboard determined its segments based on information provided to the chief operating decision maker which is used to determine allocation of resources and assess performance. Each of the five main segments is separately managed and each was started or acquired independent of the other segments. The Pork segment produces and sells fresh, frozen and further processed pork products to further processors, foodservice outlets, grocery stores and other retail outlets, and other distributors throughout the United States, and to Japan and to certain other foreign markets. The Commodity Trading and Milling segment internationally markets wheat, corn, soybean meal and other commodities in bulk to third party customers and to non-consolidated foreign affiliates, and operates flour, maize and feed mills in foreign countries.

The Marine segment, based in Miami, Florida, provides containerized cargo shipping services between the United States, the Caribbean Basin, and Central and South America. The Sugar and Citrus segment produces and processes sugar and citrus in Argentina primarily to be marketed locally. The Power segment operates as an unregulated independent power producer in the Dominican Republic generating power from a system of diesel engines mounted on two barges. Revenues for the All Other segment are primarily derived from the jalapeno pepper processing and domestic trucking transportation operations.

The Pork segment derives between ten to fifteen percent of its revenues from three customers in Japan through one agent. In addition, approximately all of its hourly employees at its Guymon processing plan are covered by a collective bargaining agreement.

Effective May 9, 2005, Seaboard's Commodity Trading and Milling segment sold certain of its third party commodity trading operations as discussed in Note 2.

Since the last half of 2003, the power industry in the Dominican Republic (DR), where Seaboard's Power segment operates as a generation company, has suffered from a cash flow imbalance that began when the government did not allow retail electricity rates charged by the distribution companies to increase sufficiently to cover the significant peso devaluation and increase in the dollar-denominated fuel costs. Historically, the DR government funded electricity collection shortfalls with cash payments to the distribution companies. In recent years, the government has not fully funded the collection shortfalls. Consequently, this segment has continued to experience difficulty collecting amounts owed from certain generating and distribution companies. During 2004, as a result of management's concern over its ability to collect certain customer accounts, Seaboard curtailed power production from time to time to avoid spot market sales to troubled companies or entities that were not making timely payments. In addition, approximately $1,932,000 of spot market sales were not recorded during the second half of 2004 as collectibility was not reasonably assured. During the latter half of 2003, certain customers did not make any payments for electric power sold to them by Seaboard. As a result, Seaboard recorded a $4,284,000 charge to operating expense during the fourth quarter of 2003 to increase the allowance for doubtful accounts related to those nonpaying customers. As of December 31, 2005, Seaboard's net receivable exposure from customers with significant past due balances totaled $13,620,000, including $8,866,000 classified in other long- term assets on the Consolidated Balance Sheets.

As discussed above, the Dominican peso has fluctuated significantly against the U.S. dollar over the past few years. Foreign exchange gains (losses) included in other income (expense) for this segment totaled $(1,569,000), $2,460,000 and $(6,735,000) for 2005, 2004 and 2003, respectively.

Seaboard's produce division, representing the majority of sales in the All Other segment, derives almost all of its revenues from one customer.

As a result of the sustained losses from an investment in a Bulgarian wine business (the Business), and recognition in 2004 of a decline in value considered other than temporary, as discussed below, Seaboard's common stock investment and subordinated debt was reduced to zero. During 2005, Seaboard began applying losses against its remaining investment in preferred stock, based on the change in Seaboard's claim on the Business' book value. As a result, Seaboard increased its share of losses from this Business to 100% in 2005. In February 2005, the Board of Directors and the majority of the owners of this Business, including Seaboard, agreed to pursue the sale of the entire Business or all of its assets. Accordingly, Seaboard assessed the fair value of this Business based on current negotiations to sell a substantial portion of the Business and all related wine labels, and other information on the fair value for the sale of all other assets of this Business. The result of this assessment indicated a fair value less than the recorded cost basis of as of December 31, 2004. As a result, in the fourth quarter of 2004, Seaboard recognized a $3,592,000 decline in value considered other than temporary in its investment in this Business as a charge to losses from foreign affiliates in the All Other segment.

As a result of the additional advances made during 2005, as discussed in Note 5, Seaboard is entitled to receive approximately 50% of any net sale proceeds of this Business' equity after all third party bank debt has been repaid. Seaboard anticipates incurring additional losses from the operations of this Business until the sale of this Business is completed. The investment and losses from the Business are included in the All Other segment.

During the third quarter of 2003, the Business negotiated a refinancing of certain of its debt after it was unable to make a scheduled principal payment in 2002 to a bank syndication. As part of the refinancing, the bank syndication

forgave a portion of the debt and the Business sold certain assets, the proceeds of which were used to repay a portion of the principal balance plus accrued interest. As a result of this transaction, the Business incurred a loss from the sale of assets, net of the gain from debt forgiveness, of which Seaboard recorded its share, $1,489,000, during the third quarter of 2003.

As discussed in Note 3, during the fourth quarter of 2003, Seaboard sold its equity investment in Fjord, a non- consolidated affiliate included in the All Other segment. Seaboard's share of Fjord's losses recognized during 2003 as a loss from foreign affiliates totaled $15,546,000. Included in 2003 losses is $12,421,000 for asset impairment charges primarily related to inventory, license, and fixed assets caused by sustained low worldwide salmon prices and an unfavorable U.S. Court ruling restricting Fjord from the use of its genetic material.

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

Sales to External Customers:

                                           Years ended December 31,
(Thousands of dollars)                   2005         2004        2003

Pork                                $1,023,885   $  961,614   $  735,662
Commodity Trading and Milling          835,662    1,066,545      667,869
Marine                                 638,296      498,504      408,971
Sugar and Citrus                        88,969       72,940       70,740
Power                                   77,685       56,386       69,622
All Other                               24,397       27,991       28,476
   Segment/Consolidated Totals      $2,688,894   $2,683,980   $1,981,340


Operating Income:

                                           Years ended December 31,
(Thousands of dollars)                   2005         2004        2003

Pork                                $  182,749   $  147,428   $   26,367
Commodity Trading and Milling           34,374       29,269       17,980
Marine                                  90,922       63,929        8,523
Sugar and Citrus                        11,884       12,225       18,674
Power                                    9,561        4,409        6,986
All Other                                2,604        3,196        2,054
   Segment Totals                      332,094      260,456       80,584
Corporate                              (12,049)      (9,202)     (11,798)
   Consolidated Totals              $  320,045   $  251,254   $   68,786

Investment in and Advances to Foreign Affiliates:

                                                        December 31,
(Thousands of dollars)                                2005        2004

Commodity Trading and Milling                     $  34,013   $   26,762
Sugar and Citrus                                      1,987        2,050
All Other                                             3,992        9,189
   Segment/Consolidated Totals                    $  39,992   $   38,001

Depreciation and Amortization:

                                           Years ended December 31,
(Thousands of dollars)                   2005         2004        2003

Pork                                $   41,098    $  40,017   $   37,173
Commodity Trading and Milling            3,344        2,945        3,261
Marine                                  11,047       11,504       13,264
Sugar and Citrus                         5,176        4,214        3,817
Power                                    3,831        5,363        5,348
All Other                                  375          360          936
   Segment Totals                       64,871       64,403       63,799
Corporate                                  235          217          404
   Consolidated Totals              $   65,106    $  64,620   $   64,203

Capital Expenditures:

                                           Years ended December 31,
(Thousands of dollars)                   2005         2004        2003

Pork                                $    8,070    $  11,807   $   15,756
Commodity Trading and Milling           13,811        4,862        2,741
Marine                                  30,028       10,345        7,651
Sugar and Citrus                        11,195        5,485        4,435
Power                                      277          198          396
All Other                                  820          847          235
   Segment Totals                       64,201       33,544       31,214
Corporate                                   40           78          258
   Consolidated Totals              $   64,241    $  33,622   $   31,472

Income (Loss) from Foreign Affiliates:

                                           Years ended December 31,
(Thousands of dollars)                   2005         2004        2003

Commodity Trading and Milling       $    8,138    $   5,806   $     (384)
Sugar and Citrus                           111          687         (337)
All Other                               (7,887)      (8,538)     (20,553)
   Segment/Consolidated Totals      $      362    $  (2,045)  $  (21,274)



Total Assets:

                                                         December 31,
(Thousands of dollars)                                2005         2004

Pork                                             $  731,422  $   655,551
Commodity Trading and Milling                       282,160      278,324
Marine                                              150,797      138,238
Sugar and Citrus                                    112,882       90,035
Power                                                77,206       77,978
All Other                                             8,991       13,924
   Segment Totals                                 1,363,458    1,254,050
Corporate                                           452,863      182,644
   Consolidated Totals                           $1,816,321  $ 1,436,694

For 2005, Seaboard revised its allocation of corporate items for operating income to the individual segments to primarily represent corporate services rendered to and costs incurred for each specific division with no allocation to individual segments of general corporate management oversight costs. Previously, administrative services provided by the corporate office were primarily allocated to the individual segments based on the size and nature of their operations with certian operating expenses not specifically allocated to individual segments. Operating income for each segment presented above for periods ended December 31, 2004 and 2003 have been adjusted to reflect changes in the allocation of administrative services by the corporate office. Corporate assets include short-term investments, certain investments in and advances to foreign affiliates, fixed assets, deferred tax amounts and other miscellaneous items. Corporate operating losses represent certain operating costs not specifically allocated to individual segments.

Geographic Information

Seaboard had sales in South Africa totaling $167,748,000, $355,475,000, and $200,310,000 for the years ended December 31, 2005, 2004 and 2003, respectively, representing approximately 6%, 13% and 10% of total sales for each respective year. No other individual foreign country accounts for 10% or more of sales to external customers. The following table provides a geographic summary of net sales based on the location of product delivery.

                                                Years ended December 31,
(Thousands of dollars)                    2005             2004           2003

United States                        $  992,322       $  951,650     $  758,325
Caribbean, Central and South America    839,305          713,921        555,680
Afica                                   570,975          744,552        485,619
Pacific Basin and Far East              164,584          133,307         93,568
Canada/Mexico                            74,788           70,208         72,051
Eastern Mediterranean                    29,312           51,786          9,301
Europe                                   17,608           18,556          6,796

  Totals                             $2,688,894       $2,683,980     $1,981,340

The following table provides a geographic summary of Seaboard's long-lived assets according to their physical location and primary port for the vessels:

                                                               December 31,
(Thousands of dollars)                                     2005           2004

United States                                         $  526,938     $  505,489
Dominican Republic                                        35,566         39,644
Argentina                                                 44,231         38,760
All other                                                 20,835         21,105

  Totals                                              $  627,570     $  604,998

At December 31, 2005 and 2004, Seaboard had approximately $111,801,000 and $146,261,000, respectively, of foreign receivables, excluding receivables due from foreign affiliates, which generally represent more of a collection risk than the domestic receivables. Management believes its allowance for doubtful receivables is adequate.

Stockholder Information

Board of Directors

H.H. Bresky                                    Steven J. Bresky
Chairman of the Board, President and           Director
Chief Executive Officer                        Senior Vice President,
                                               International Operations

David A. Adamsen                               Kevin M. Kennedy
Director                                       Director
Vice President-Wholesale/Franchise &           Chief Financial Officer,
Manufacturing, The Penn Traffic Company        Seaspan Corporation

Douglas W. Baena                               Joseph E. Rodrigues
Director                                       Director
Chief Executive Officer, Credit America, Inc.  Retired Executive Vice President
                                               and Treasurer

Officers

H.H. Bresky                                    Barry E. Gum
Chairman of the Board, President and           Vice President, Finance
Chief Executive Officer
                                               James L. Gutsch
Steven J. Bresky                               Vice President, Engineering
Senior Vice President, International
Operations                                     Ralph L. Moss
                                               Vice President, Governmental
Robert L. Steer                                Affairs
Senior Vice President, Treasurer and
Chief Financial Officer                        David S. Oswalt
                                               Vice President, Taxation and
David M. Becker                                Business Development
Vice President, General Counsel and
Secretary                                      John A. Virgo
                                               Vice President, Corporate
                                               Controller and Chief
                                               Accounting Officer

Chief Executive Officers of Principal Seaboard Operations

Rodney K. Brenneman                            Edward A. Gonzalez
Pork                                           Marine

Steven J. Bresky
Commodity Trading and Milling

Stock Transfer Agent and Registrar of Stock    Availability of 10-K Report

UMB Bank, n.a.                                 Seaboard files its Annual Report
Securities Transfer Division                   on Form 10-K with the Securities
P.O. Box 410064                                and Exchange Commission.  Copies
Kansas City, Missouri 64141-0064               of the Form 10-K for fiscal 2005
(800) 884-4225                                 are available without charge  by
                                               writing   Seaboard  Corporation,
                                               9000 West 67th  Street,  Shawnee
Auditors                                       Mission,       Kansas     66202,
                                               Attention: Shareholder Relations
KPMG LLP                                       or   via    the    Internet   at
1000 Walnut, Suite 1000                        www.seaboardcorp.com.   Seaboard
Kansas City, Missouri 64106                    provides  access   to  its  most
                                               recent Form 10-K, 10-Q  and  8-K
                                               reports on its Internet website,
Stock Listing                                  free   of   charge,  as  soon as
                                               reasonably   practicable   after
Seaboard's common stock is traded on the       those reports are electronically
American Stock Exchange under the symbol       filed  with  the  Securities and
SEB.  Seaboard had 185 shareholders   of       Exchange Commission.
record of shares of its common stock  as
of December 31, 2005.

EXHIBIT 21

SUBSIDIARIES NAMES UNDER STATE OR OTHER
OF THE WHICH SUBSIDIARIES JURISDICTION
REGISTRANT DO BUSINESS OF INCORPORATION

Agencias Generales Conaven, C.A.      Conaven               Venezuela

Agencia Maritima del Istmo, S.A.        Same                Costa Rica

Almacenadora Conaven, S.A.            Conaven               Venezuela

Boyar Estates S.A.*                     Same                Luxembourg

Cape Fear Railways, Inc.                Same                North Carolina

Cayman Freight Shipping Services, Ltd.  Same                Cayman Islands

Chestnut Hill Farms Honduras,
 S. de R.L. de C.V.                     Same                Honduras

Delta Packaging Company Ltd.*           Same                Nigeria

Desarrollo Industrial Bioacuatico,
 S.A.*                                 Same                 Ecuador

Eureka Chickens Limited *              Same                 Zambia

Franquicias Azucareras S.A.*           Same                 Argentina

H&O Shipping Limited                   Same                 Liberia

Ingenio y Refineria San Martin del
 Tabacal S.R.L.                      Tabacal                Argentina

InterAfrica Grains Ltd.                Same                 Bermuda

JacintoPort International LP           Same                 Texas

Les Moulins d'Haiti S.E.M. (LHM)*      Same                 Haiti

Lesotho Flour Mills Limited*           Same                 Lesotho

Life Flour Mill Ltd.*                  Same                 Nigeria

Minoterie de Matadi, S.A.R.L.*         Same                 Democratic Republic
                                                            of Congo

Minoterie du Congo, S.A.               Same                 Republic of Congo

Mission Funding, L.L.C.                Same                 Delaware

Merriam Insurance Company, Ltd.        Same                 Cayman Islands

Mobeira, SARL                          Same                 Mozambique

Molinos Champion, S.A.*                Same                 Ecuador

Molinos del Ecuador, C.A.*             Same                 Ecuador

Mount Dora Farms Inc.                  Same                 Florida

National Milling Company of Guyana,
 Inc.                                  Same                 Guyana

National Milling Corporation Limited   Same                 Zambia

Productores de Alcoholes y Melaza
 S.A.*                                PAMSA                 Argentina

                                    EXHIBIT 21
                                   (continued)

Representaciones Maritimas y Aereas,
 S.A.                                  Same                 Guatemala

Representaciones y Ventas S.A.*        Same                 Ecuador

Sea Cargo, S.A.                        Same                 Panama

Seaboard de Colombia, S.A.             Same                 Colombia

Seaboard de Nicaragua, S.A.            Same                 Nicaragua

Seaboard del Peru, S.A.                Same                 Peru

Seaboard Foods LP                      Same                 Oklahoma

Seaboard Freight & Shipping Jamaica
 Limited                               Same                 Jamaica

Seaboard Honduras, S. de R.L.
 de C.V.                               Same                 Honduras

Seaboard Marine Bahamas, Ltd.          Same                 Bahamas

Seaboard Marine of Haiti, S.E.         Same                 Haiti

Seaboard Marine Ltd.                   Same                 Liberia

Seaboard Marine of Florida, Inc.       Same                 Florida

Seaboard Marine (Trinidad) Limited     Same                 Trinidad

Seaboard Overseas Limited              Same                 Bermuda

Seaboard Overseas Management Company,
 Ltd.                                  Same                 Bermuda

Seaboard Overseas Trading and
 Shipping (PTY) Ltd.                   Same                 South Africa

Seaboard Ship Management Inc.          Same                 Florida

Seaboard Software Innovations, Inc.    Same                 Delaware

Seaboard Solutions, Inc.               Same                 Delaware

Seaboard Trading and Shipping Ltd.     Same                 Kansas

Seaboard Transport Inc.                Same                 Oklahoma

Seaboard West Africa Limited           Same                 Sierra Leone

Seaboard Zambia Commodity Trading
 Limited                               Same                 Zambia

SEADOM, S.A.                           Same                 Dominican Republic

Seamaritima, S.A. de C.V.              Same                 Mexico

SEEPC (Nigeria) Ltd. Same Nigeria

Shawnee Funding, Limited Partnership   Same                 Delaware

Top Feeds Limited*                     Same                 Nigeria

Transcontinental Capital Corp.
(Bermuda) Ltd.                         TCCB                 Bermuda

Unga Holdings Limited*                 Unga                 Kenya

*Represents a non-controlled, non-consolidated affiliate.

Exhibit 31.1

CERTIFICATIONS

I, H. H. Bresky, certify that:

1. I have reviewed this annual report on Form 10-K 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 controls 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 controls over financial reporting.

Date: March 6, 2006
                            /s/ H. H. Bresky
                            H. H. Bresky, Chairman of the Board,
                            President and Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Robert L. Steer, certify that:

1. I have reviewed this annual report on Form 10-K of Seaboard Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: March 6, 2006
                            /s/ Robert L. Steer
                            Robert L. Steer, Senior Vice President,
                            Treasurer and Chief Financial Officer

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 Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (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. section 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: March 6, 2006

                                  /s/ H. H. Bresky
                                  H. H. Bresky, Chairman of the Board,
                                  President and Chief Executive Officer

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 Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (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. section 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: March 6, 2006

                                  /s/ Robert L. Steer
                                  Robert L. Steer, Senior Vice President,
                                  Treasurer and Chief Financial Officer