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, 2009

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

For the transition period from _______________ to ________________

Commission file number: 1-3390

SEABOARD CORPORATION
(Exact name of registrant as specified in its charter)

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

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

                   (913) 676-8800
(Registrant's telephone number, including area code)

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 NYSE Amex Equities

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] 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. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "larger accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ X ]

Non-accelerated filer [ ](Do not check if a smaller reporting company)

Smaller reporting company [ ]

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

The aggregate market value of the 330,026 shares of Seaboard common stock held by nonaffiliates was approximately $360,388,392, based on the closing price of $1,092.00 per share on July 2, 2009, the end of Seaboard's second fiscal quarter. As of February 5, 2010, the number of shares of common stock outstanding was 1,235,582.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference into the indicated parts of this report: (1) Seaboard Corporation's Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b) - Parts I and II; and (2) Seaboard Corporation's definitive proxy statement filed pursuant to Regulation 14A for the 2010 annual meeting of stockholders -

Part III.


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 the 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, grains, sugar and other products and services,

(iv) statements concerning management's expectations of recorded tax effects under certain circumstances,

(v) the volume of business and working capital requirements associated with the competitive trading environment for the Commodity Trading and Milling division ,

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

(vii) the stability of the Dominican Republic's economy, fuel cost and related spot market prices and collections of receivables in the Dominican Republic,

(viii) the ability of Seaboard to sell certain grain inventories in foreign countries at current cost basis and the related contract performance by customers,

(ix) the effect of the fluctuation in foreign currency exchange rates,

(x) statements concerning profitability or sales volume of any of Seaboard's divisions,

(xi) the anticipated costs and completion timetable for Seaboard's scheduled capital improvements, acquisitions and dispositions,

(xii) the impact from the H1N1 flu incident on the demand and overall market prices for pork products, or

(xiii) other trends affecting Seaboard's financial condition or results of operations, and statements of the assumptions underlying or relating to any of the foregoing statements.

This list of forward-looking statements is not exclusive. Seaboard undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changes in assumptions or otherwise. Forward-looking statements are not guarantees of future performance or results. They involve risks, uncertainties and assumptions. Actual results may differ materially from those contemplated by the forward-looking statements due to a variety of factors. The information contained in this 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, and its subsidiaries (Seaboard) is a diversified international agribusiness and transportation company. In the United States, Seaboard is primarily engaged in pork production and processing, and ocean transportation. Overseas, Seaboard is primarily engaged in commodity merchandising, grain processing, sugar production, and electric power generation. See Item 1(c) (1) (ii) "Status of Product or Segment" below for a discussion of acquisitions, dispositions and other developments in specific divisions.

Seaboard Flour LLC and SFC Preferred LLC, Delaware limited liability companies, own approximately 72.3 percent of the outstanding common stock of Seaboard. Mr. Steven J. Bresky, President and Chief Executive Officer of Seaboard, and other members of the Bresky family, including trusts created for their benefit, own the common units of Seaboard Flour LLC and SFC Preferred LLC.

(b) Financial Information about Industry Segments

The financial information relating to Industry Segments required by Item 1 of Form 10-K 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.

(c) Narrative Description of Business

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

(i) Principal Products and Services

Pork Division - Seaboard, through its subsidiary Seaboard Foods LLC engages in the businesses of hog production and pork processing in the United States. Through these operations, Seaboard produces and sells fresh and frozen pork products to further processors, foodservice operators, grocery stores, distributors and retail outlets throughout the United States. Internationally, Seaboard sells to these same types of customers in Japan, Mexico 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, ham, bacon, and sausage. 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 bacon further processing plants. Seaboard sells some of its fresh products under the brand name Prairie Freshr and its bacon and other further processed products under the Daily'sr brand name. Seaboard's hog processing plant is located in Guymon, Oklahoma, and operates at double shift capacity. Seaboard's bacon plants are located in Salt Lake City, Utah and Missoula, Montana. Seaboard also earns fees, based primarily on the number of head processed, to market all of the products produced by Triumph Foods LLC at their pork processing plant located in St. Joseph, Missouri.

Seaboard's hog production operations consist of the breeding and raising of approximately 4.0 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.

Seaboard produces biodiesel at a facility in Guymon, Oklahoma. The biodiesel is produced from pork fat from Seaboard's Guymon pork processing plant and from animal fat supplied by non- Seaboard facilities. The biodiesel is sold to third parties. The facility can also produce biodiesel from vegetable oil. Seaboard is able to reduce or stop production when it isn't economically feasible to produce based on input costs or the price of biodiesel. During 2009, Seaboard completed construction of and began operations at a ham-boning and processing plant in Mexico.

Commodity Trading and Milling Division - Seaboard's Commodity Trading and Milling Division, primarily through its subsidiaries, Seaboard Overseas Limited based in Bermuda, Seaboard Overseas Trading and Shipping (PTY), Ltd. located in South Africa, SeaRice Limited located in Geneva, Switzerland and SeaRice Carribean located in Miami, Florida markets wheat, corn, soybean meal, rice and other similar commodities in bulk to third party customers and affiliated companies. These commodities are purchased from most growing regions worldwide, with primary destinations being Africa, South America, and the Caribbean. The division sources, transports and markets


up to approximately 4.0 to 4.5 million tons of grains and proteins on an annual basis. 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 and related businesses with 24 locations in 12 countries, which are primarily supplied by the trading locations discussed above. The grain processing businesses are operated through four consolidated and nine non-consolidated affiliates in Africa, the Caribbean and South America. These are flour, feed and maize milling businesses which produce approximately two and a half 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 or into adjacent countries.

Marine Division - Seaboard, through its subsidiary, Seaboard Marine Ltd., and various foreign affiliated companies and third party agents, provides containerized cargo shipping service to 25 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 agreements with a network of connecting carriers, Seaboard can transport cargo to and from numerous U.S. locations by either truck or rail to and from one of its U.S. port locations, where it is staged for export via vessel or received as import cargo from abroad.

Seaboard's primary marine operation is located in Miami and includes a 81 acre terminal located at the Port of Miami and a 135,000 square foot off-dock warehouse for cargo consolidation and temporary storage. Seaboard also operates a 62 acre cargo terminal facility at the Port of Houston that includes approximately 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 Brooklyn, New York, Fernandina Beach, Florida, New Orleans, Louisiana and 40 foreign ports. At December 31, 2009, Seaboard's fleet consists of 12 owned and approximately 22 chartered vessels, and dry, refrigerated and specialized containers and other related equipment.

Sugar 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 in Argentina. This division also purchases sugar in bulk from third parties within Argentina for subsequent resale. The sugar products are mostly sold in Argentina, primarily to retailers, soft drink manufacturers, and food manufacturers, with some exports to the United States, South America and Europe. Seaboard grows a large portion of the sugar cane on more than 60,000 acres of land it owns in northern Argentina. The cane is processed at an owned mill, with a current processing capacity of approximately 250,000 metric tons of sugar and approximately 14 million gallons of alcohol per year (hydrated and dehydrated). The sugar mill is one of the largest in Argentina. Also, during 2008 this division began construction of a 40 megawatt cogeneration power plant, which is expected to be completed during the third quarter of 2010.

Power Division - All other businesses primarily represents the business of Seaboard's subsidiary, Transcontinental Capital Corp. (Bermuda) Ltd. (the Power Division), which 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 Power Division operates two floating barges with a system of diesel engines capable of generating a combined rated capacity of approximately 112 megawatts of electricity. See "Status of Product or Segment" below for discussion of the pending sale of the two barges. Seaboard generates electricity into the local Dominican Republic power grid. Seaboard is not directly involved in the transmission or distribution of the electricity but does have contracts to sell directly to third party users. The barges are secured on the Ozama River in Santo Domingo, Dominican Republic. The electricity is sold to certain large commercial users with contract terms extending from one to four years. Seaboard also sells approximately 34% of its power under a short-term contract that expires at the end of March 2010 to a government-owned distribution company. The remaining electricity is sold in the "spot market" at prevailing market prices, primarily to three wholly government-owned electric distribution companies or other power producers who lack sufficient power production to service their customers.

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.


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

During 2009, Seaboard completed construction of and began operations at a majority-owned ham-boning and processing plant in Mexico.

During 2008 Seaboard discontinued operations of its flour milling operations in Mozambique as a result of its Mozambican subsidiary entering into an agreement to exchange its flour milling facility for a ten percent ownership interest in a food processing company in that country. This exchange transaction is expected to be completed in the first half of 2010.

Seaboard has a minority ownership in a feed mill operation in Nigeria. During 2009, this entity contributed all manufacturing equipment and certain other assets along with its trade name to a newly formed feed mill operation in Nigeria in exchange for a minority interest in the new mill operation and will no longer continue its original feed mill operations. In a separate transaction, this same entity sold certain land and building of one of its closed feed mill operations to a third party for cash.

On January 12, 2010, Haiti was struck by an earthquake. Seaboard has a non-controlling interest in a foreign affiliate with a flour mill operation in Lafiteau, Haiti. Part of this facility was severely damaged as a result of the earthquake. This affiliate business intends to rebuild the damaged part of the facility and will continue to operate the portion of the facility that was not damaged. This facility was fully insured, including business interruption and inventory coverage. Seaboard also sells wheat and flour to this business through Seaboard's commodity trading operations. In addition, the primary port in Haiti, located in Port-au-Prince from which Seaboard Marine's vessels normally dock, was severely damaged. Seaboard is not the owner operator of this port location but does operate a small terminal facility nearby that sustained minor damage from the earthquake, which is covered by insurance. Currently, Seaboard has no indication how long it will take before regular service can be resumed to Haiti's primary port but is currently routing cargoes through secondary ports in Haiti and the Dominican Republic.

The Sugar Division is in the process of developing a 40 megawatt cogeneration power plant. This plant is expected to be completed during the third quarter of 2010. In addition, during the first quarter of 2009, management reviewed its strategic options for the citrus business in light of a continually difficult operating environment. In the first quarter of 2009, management decided not to process, package or market the 2009 harvest for the citrus and related juice operations. In the second quarter of 2009, management decided to integrate and transform some of the land previously used for citrus production into sugar cane production resulting in an exit from the citrus business. Lastly, in the first quarter of 2010, the Company began sales of dehydrated alcohol to certain local oil companies under the national bio- ethanol program which requires alcohol to be blended with gasoline.

The Power Division's short-term contract with a government- owned distribution company, which represents approximately 34% of its sales, expires at the end of March 2010.

On March 2, 2009, an agreement became effective under which Seaboard will sell its two power barges in the Dominican Republic for $70.0 million, which will use such barges for private use. The agreement calls for the sale to occur on or around January 1, 2011. Seaboard will be responsible for the wind down and decommissioning costs of the barges. Completion of the sale is dependent upon the satisfaction of several conditions, including meeting certain baseline performance and emission tests. Failure to satisfy or cure any deficiencies could result in the agreement being terminated. Seaboard will retain all other physical properties of its power generation business, and is considering options to continue its power business in the Dominican Republic after the sale of these assets is completed.


(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, Prairie Fresh, A Taste Like No Other, Daily's, Daily's Premium Meats Since 1893, High Plains Bioenergy, Prairie Fresh Prime, Seaboard Foods, Buffet Brand, Seaboard Farms, Inc. and Del Pueblo. 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 and Seaboard Solutions which are all registered trademarks. Seaboard believes there is significant recognition of these trademarks in the industry and by many of its customers.

Part of the sales within the Sugar Division are made under the Chango brand in Argentina, where this division operates. Local sales prices are affected by government price control and sugar import duties imposed by the Argentine government, impacting local volume sold, as well as imported and exported volumes to and from international markets.

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

Sugar prices in Argentina are generally lower during the typical sugarcane harvest period between May 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 12 percent of its revenues from a few 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 government-owned distribution companies. Approximately 34% of its power generation is provided for one government-owned distribution company under a short-term contract that expires at the end of March 2010 and for which Seaboard bears a concentrated credit risk as this customer, from time to time, has significant past due balances. No other division has sales to a few customers which, if lost, would have a material adverse effect on any such division or on Seaboard taken as a whole.

(viii) Backlog

Backlog is not material to Seaboard's businesses.

(ix) Government Contracts

No material portion of Seaboard's 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 publications by Successful Farming and Informa Economics, 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, reliable sailing frequencies 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 control and protection policies.

Seaboard's Power Division is located in the Dominican Republic. Power generated by this division 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, 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, 2009, Seaboard, excluding non-consolidated foreign affiliates, had 10,957 employees, of whom 5,737 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, 2009. Seaboard considers its employee relations to be satisfactory.

(d) Financial Information about Geographic Areas

In addition to the narrative disclosure provided below, the financial information relating to export sales required by Item 1 of Form 10-K 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 Democratic Republic of Congo, Haiti, Lesotho, 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. At the date of this report, Seaboard is not aware of any situations which could have a material effect on Seaboard's business, although the January 12, 2010 earthquake in Haiti could result in civil unrest over a period of time if local conditions do not improve from current conditions.

(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 100 F Street N.E., 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 website 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 has identified 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.

(a) General

(1) Seaboard's Operations are Subject to the General Risks of the Food Industry. The divisions 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, national, provincial 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 divisions 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 and execution risk;

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

- potentially negative consequences from changes in tax laws;

- different legal and regulatory structures and unexpected changes in legal and regulatory requirements; and

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

Seaboard cannot provide assurance that it will be successful in competing effectively in international markets.

(3) Deterioration of Economic Conditions Could Negatively Impact Seaboard's Business. Seaboard's business may be adversely affected by changes in national or global economic conditions, including inflation, interest rates, availability of capital markets, consumer spending rates, energy availability and costs and the effects of governmental initiatives to manage economic conditions. Any such changes could adversely affect the demand for our pork products, grains and shipping services, or the cost and availability of our needed raw materials and packaging materials, thereby negatively affecting our financial results. The current national and global economic conditions, could, among other things:

- impair the financial condition of some of our customers and suppliers thereby increasing customer bad debts or non-performance by customers and suppliers;

- negatively impact global demand for protein and grain-based products, which could result in a reduction of sales, operating income and cash flows;

- decrease the value of our investments in equity and debt securities, including pension plan assets; and


- impair the financial viability of our insurers.

(4) Ocean Transportation Has Inherent Risks. Seaboard's owned and chartered vessels along with related 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.

(5) Seaboard's Common Stock is Thinly Traded and Subject to Daily Price Fluctuations. The common stock of Seaboard is closely held (72.3% is owned by Seaboard Flour and SFC Preferred LLC, which is owned by S. Bresky and other members of the Bresky family) and thinly traded on a daily basis on the NYSE Amex Equities (formerly, NYSE Alternext US). 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. Sales 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. Seaboard's results of operations could be adversely affected by fluctuations in pork commodity prices.

(2) Increases in 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 can be negatively affected by increased costs of Seaboard's feed components. The recent increase in construction and operation of ethanol plants has elevated this risk as it has increased the competing demand for feed ingredients, primarily corn. Similarly, accounting for approximately 25% 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 Obtain Appropriate Personnel at Remote Locations is Important to Seaboard's Business. The remote locations of the pork processing plant and live hog operations, the lack of immigration reform 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 Could Adversely Affect Seaboard's Business. Seaboard's Pork Division is largely dependent 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 - could adversely affect Seaboard and Seaboard's pork 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, odors, 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, 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. These organisms 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 organisms 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. From time-to-time, corporate farming legislation 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 division realizes a significant portion of its revenues from international markets, particularly Japan and Mexico. 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.

(10) Discontinuation of Tax Credits for Biodiesel Could Adversely Affect Seaboard's Results of Operations. Seaboard obtains Federal and State tax credits for the biodiesel it produces and sells. The Federal tax credit expired on December 31, 2009, and if not renewed by Congress during 2010 could adversely affect Seaboard's results of operations and could result in the potential impairment of the recorded value of property, plant and equipment related to the biodiesel processing facility.

(11) Operations of Biodiesel Production Facility. The profitability of Seaboard's biodiesel plant could be adversely affected by various factors, including the market price of pork and other animal fat which is utilized to produce biodiesel, and the market price for biodiesel. Unfavorable changes in these prices over extended periods of time could adversely affect Seaboard's results of operations and could result in the potential impairment of the recorded value of the property, plant and equipment related to this facility.

(c) Commodity Trading & Milling Division

(1) Seaboard's Commodity & Milling Division is Subject to Risks Associated with Foreign Operations. This division 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. In addition, foreign government policies and regulations could restrict the purchase of various grains, reducing or limiting Seaboard's ability to access grains or to limit Seaboard's sales price for grains sold in local markets.

(2) Fluctuations in Commodity Grain Prices Could Adversely Affect the Business of Seaboard's Commodity & Milling Division. This division's sales are significantly affected by fluctuating worldwide prices for various commodities, such as wheat, corn, soybeans and rice. 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. 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, port access and throughput time, and related fuel costs can impact business volumes and margins.

(4) This Division Uses a Material Amount of Derivative Products to Manage Certain Market Risks. The commodity trading portion of the business enters into various commodity derivatives, foreign exchange derivatives and freight derivatives to create what management believes is an economic hedge for commodity trades it executes or intends to execute with its customers. From time to time, this portion of the business may enter into speculative derivative transactions related to its market risks. Failure to execute or improper execution of a derivative position or a firmly committed sale or purchase contract, a speculative transaction that closes without the desired result or exposure to counter party risk could have an adverse impact on the results of operations and liquidity.

(5) This Division 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 division, 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 division provides containerized cargo shipping services primarily from the United States to twenty-five different countries in the Caribbean Basin, 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 typically 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. Accordingly, entering into long-term charter hire contracts during periods of decreasing charter hire costs or short term charter hire contracts during periods of increasing charter hire costs could have an adverse effect on Seaboard's results of operation.

(3) Fuel Prices Can Adversely Affect Seaboard's Business. Ship fuel expenses are one of the division's largest expenses. These costs can vary greatly from year-to-year depending on world fuel prices. Also, but to a lesser extent, fuel price increases can impact the cost of inland transportation costs.

(4) Hurricanes Can Disrupt Operations in the Caribbean Basin. Seaboard's port operations throughout the Caribbean Basin can be subject to disruption due to hurricanes, especially at Seaboard's major ports in Miami, Florida and Houston, Texas, which could have an adverse effect on our results of operations.


(5) Seaboard is Subject to Complex Laws and Regulations that Can Adversely Affect the Revenues, Cost, Manner or Feasibility of Doing Business. Federal, state and local laws and domestic and international regulations governing worker health and safety, environmental protection, port and terminal security, and the operation of vessels significantly affect Seaboard's operations, including rate discussions and other related arrangements. Many aspects of the marine industry, including rate agreements, 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 or detention of its vessels. In addition, future changes in laws, regulations and standards, including allowed freight rate discussions and other related arrangements, may result in additional costs or a reduction in revenues.

(e) Sugar Division

(1) The Success of this Division Depends on the Condition of the Argentinean Economy and Political Climate. This division operates a sugar mill and alcohol production facility in Argentina, locally growing a substantial portion of the sugar cane processed at the mill. The majority of the sales are within Argentina. Fluctuations in economic conditions or changes in the Argentine political climate can have an impact on the costs of operations, the sales prices of products and export opportunities and the exchange rate of the Argentine peso to the U.S. dollar. In this regard, local sales prices are affected by government price control and sugar import duties imposed by the Argentine government, impacting local volume sold, as well as imported and exported volumes to and from international markets. If import duties are changed, this could have a negative impact on Seaboard's sale price of its products. In addition, the Argentine government attempts to control inflation through price controls on commodities, including sugar, which could adversely impact the local sales price of its products and the results of operations for this division. A devaluation of the Argentine peso would have a negative impact on Seaboard's financial position.

(2) This Division is Subject to the Risks that Are Inherent in any Agricultural Business. Seaboard's results of operations for this division 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 adversely 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 Division. Seaboard's Sugar Division 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, labor unrest resulting in labor strikes or other reasons - would adversely affect the business of this division.

(4) Labor Relations. This division is dependent on unionized labor at its single sugar mill in Argentina. The current nature of the political environment in Argentina makes normal labor relations very challenging. Contributing to the situation are the policies of the National Government, the failure of the Argentine courts to enforce contractual obligations with unions and basic property rights. Interruptions in production as a result of labor unrest can impact the quantity of sugar cane harvested and the amount of sugar and alcohol produced as well as interrupting the distribution of products stored at the facility in the Salta Province.

(f) Power Division

(1) This Division is Subject to Risks of Doing Business in the Dominican Republic. This division 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 division 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 which would limit our profitability in this business. The government has the ability to arbitrarily decide which power units will be able to operate, which could have adverse effects on results of operations.


(2) Increases in Fuel Costs Could Adversely Affect Seaboard's Operating Margins. Fuel is the largest cost component of this division's business and, therefore, margins may be adversely affected by fluctuations in fuel if such increases can not be fully passed to customers.

(3) Ability to Meet Obligations Under Asset Sale Agreement. Seaboard's agreement to sell its Dominican Republic barges requires that they meet certain performance standards at closing, which if not met will result in Seaboard being in breach of the agreement which could result in Seaboard incurring significant damages.

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 18,500 hogs and generally operates at capacity with additional weekend shifts depending on market conditions. Seaboard's hog production operations consist of the breeding and raising of approximately 4.0 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 have 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 further processing plants located in Salt Lake City, Utah and Missoula, Montana. These plants are utilized near capacity throughout the year, which is a combined daily smoking capacity of approximately 300,000 pounds of raw pork bellies. The Pork Division also operates a majority-owned ham-boning and processing plant in Mexico that has the capacity to process 58.0 million pounds of ham annually. This plant was completed in the second quarter of 2009.

The Pork Division owns a processing plant in Guymon, Oklahoma with the capacity to produce 30.0 million gallons of biodiesel annually, which is currently produced from pork fat from Seaboard's Guymon pork processing plant and from animal fat supplied by non-Seaboard facilities. The facility can also produce biodiesel from vegetable oil.

(2) Commodity Trading and Milling - Seaboard's Commodity Trading and Milling Division owns, in whole or in part, grain-processing and related agribusiness operations in 12 countries which have the capacity to mill approximately 6,700 metric tons of wheat and maize per day. In addition, Seaboard has feed mill capacity of in excess of 129 metric tons per hour to produce formula animal feed. The milling operations located in Colombia, Democratic Republic of Congo, Ecuador, Guyana, Haiti, Kenya, Lesotho, Nigeria, Republic of Congo, Sierra Leone, Uganda and Zambia own their facilities; and in Kenya, Lesotho, Nigeria, Republic of Congo and Sierra Leone the land on which 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, excess milling capacity in their competitive environment and European-subsidized wheat and flour exports. Seaboard also owns seven 9,000 metric-ton deadweight dry bulk carriers, one 23,400 metric ton deadweight dry bulk carrier, and "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 13 and 44 bulk carrier ocean vessels with deadweights ranging from 500 to 44,000 metric tons.

(3) Marine - Seaboard's Marine Division leases a 135,000 square foot off-port warehouse and 81 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 approximately 690,000 square feet for cargo storage. At December 31, 2009, Seaboard owned 12 ocean cargo vessels with deadweights ranging from 2,600 to 19,500 metric tons and time chartered 22 vessels under contracts ranging from approximately five months to two years with deadweights ranging from 3,400 to 21,500 metric tons. In addition, Seaboard has contracted to charter two vessels on a four-year time charter. Delivery of these two time chartered ships, each with a deadweight of 26,500 metric tons, is expected in the first half of 2010. Seaboard also owns or leases dry, refrigerated and specialized containers and other related equipment.


(4) Sugar - Seaboard's Argentine Sugar Division owns more than 60,000 acres of planted sugarcane. Depending on local market conditions, this business also purchases third party sugar for resale. In addition, this division owns a sugar mill with a current capacity to process approximately 250,000 metric tons of sugar and an alcohol distillery with a current capacity of approximately 14 million gallons of alcohol per year. This capacity is sufficient to process all of the cane harvested by this division and certain additional quantities purchased from 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. During the third quarter of 2010, it is anticipated that construction will be completed on a 40 megawatt cogeneration power plant.

(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. Seaboard operates as an independent power producer. Seaboard is not directly involved in the transmission and distribution facilities that deliver the power to the end users but does have contracts to sell directly to third party users. See "Status of Product or Segment" under Item 1 of this report for discussion of the pending sale of the two barges.

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

In addition to the information provided above, the information under "Principal Locations" 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 is incorporated herein by reference.

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

Item 3. Legal Proceedings

The information required by Item 3 of Form 10-K is incorporated herein by reference to Note 11 of Seaboard's Consolidated Financial Statements appearing on pages 53 and 54 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 4. Reserved

Executive Officers of the Registrant

The following table lists the executive officers and certain significant employees of Seaboard. Generally, executive officers are elected at the annual meeting of the Board of Directors following the Annual Meeting of Stockholders and hold office until the next such annual meeting or until their respective successors are 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

Steven J. Bresky (56)     President and Chief Executive Officer

Robert L. Steer  (50)     Senior Vice President, Chief Financial Officer

David M. Becker  (48)     Vice President, General Counsel and Secretary

Barry E. Gum (43)         Vice President, Finance and Treasurer

James L. Gutsch (56)      Vice President, Engineering

Ralph L. Moss (64)        Vice President, Governmental Affairs

David S. Oswalt (42)      Vice President, Taxation and Business Development

Ty A. Tywater (40)        Vice President, Audit Services

John A. Virgo (49)        Vice President, Corporate Controller and
                          Chief Accounting Officer

Rodney K. Brenneman (45) President, Seaboard Foods, LLC

David M. Dannov (48) President, Seaboard Overseas and Trading Group

Edward A. Gonzalez (44) President, Seaboard Marine Ltd.

Mr. Steven J. Bresky has served as President and Chief Executive Officer since July 2006 and previously as Senior Vice President, International Operations of Seaboard from February 2001 to July 2006.

Mr. Steer has served as Senior Vice President, Chief Financial Officer of Seaboard since December 2006 and previously as Senior Vice President, Treasurer and Chief Financial Officer from 2001- 2006.

Mr. Becker has served as Vice President, General Counsel and Secretary of Seaboard since December 2003.

Mr. Gum has served as Vice President, Finance and Treasurer of Seaboard since December 2006 and previously as Vice President, Finance from 2003-2006.

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.

Mr. Oswalt has served as Vice President, Taxation and Business Development of Seaboard since December 2003.

Mr. Tywater has served as Vice President, Audit Services of Seaboard since November 2008 and previously as Internal Audit Director from 2002 to 2008.

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

Mr. Brenneman has served as President of Seaboard Foods, LLC (previously Seaboard Farms Inc.) since June 2001.

Mr. Dannov has served as President of Seaboard Overseas and Trading Group since August 2006 and previously as Vice President, Treasurer of Seaboard Overseas and Trading Group from 1996 to 2006.

Mr. Gonzalez has served as President of Seaboard Marine, Ltd. since January 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 44 and 45 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 (which discussion is incorporated herein by reference), 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.

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," (b) the dividends per common share information and closing market price range per common share information under "Quarterly Financial Data" and (c) the information under "Company Performance Graph" appearing on pages 60, 9 and 8, 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 7 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 10 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 pages 35 and 36 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 23 and 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 9 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, 2009, 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 rule 13a - 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 of Form 10-K concerning management's report on Seaboard's internal control over financial reporting, as defined in Exchange Act rule 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.

Registered Public Accounting Firm's Attestation Report - Information required by Item 9A of Form 10-K with respect to the registered public accounting firm's attestation report on Seaboard's internal controls over financial reporting is incorporated herein by reference to "Report of Independent Registered Public Accounting Firm" appearing on page 27 of Seaboard's Annual Report to Stockholders furnished to the Commission pursuant to Rule 14-3(b) and attached as Exhibit 13 to this report.


Change in Internal Controls - There has been no change in Seaboard's internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2009 that has materially affected, or is reasonably likely to materially affect, Seaboard's internal control over financial reporting.

Item 9B. Other Information

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance

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. Seaboard has posted the Code on its internet website, www.seaboardcorp.com, under the "About Us" tab 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 5 of Seaboard's definitive proxy statement filed pursuant to Regulation 14A for the 2010 annual meeting of Stockholders ("2010 Proxy Statement"), (b) the disclosure relating to Seaboard's audit committee and "audit committee financial expert" and its director nomination procedures under "Board of Directors Information -- Committees of the Board -- Audit Committee" and "Board of Directors Information -- Director Nominations" appearing on pages 7 and 8 of the 2010 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 25 of the 2010 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 "Board of Directors Information -- Compensation of Directors" and "Employment Arrangements with Named Executive Officers" appearing on page 8 and pages 11 and 12 of the 2010 Proxy Statement, and (b) the disclosure relating to compensation of executive officers under "Executive Compensation and Other Information," "Benefit Plans" and "Compensation Committee Interlocks and Insider Participation," "Compensation Committee Report" and "Compensation Discussion and Analysis" appearing on pages 9 and 10 and pages 12 through 23 of the 2010 Proxy Statement.

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

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.
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 2010 Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 of Form 10-K is incorporated herein by reference to the disclosure under "Compensation Committee Interlocks and Insider Participation" appearing on page 22 of the 2010 Proxy Statement, and the disclosure under "Board of Directors Information - Controlled Corporation" and "Board of Directors Information - Committees of the Board" appearing on page 7 of the 2010 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 the disclosure under "Item 2 Selection of Independent Auditors" appearing on pages 23 through 25 of the 2010 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 Restated Certificate of Incorporation. Incorporated herein by reference to Exhibit 3.1 of Seaboard's Form 10-Q for the quarter ended April 4, 2009.

3.2 Seaboard's By-laws, as amended. Incorporated herein by reference to Exhibit 3.2 of Seaboard's Form 10-K for fiscal year ended December 31, 2005.

4.1 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.

4.2 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.

4.3 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.

4.4 Amended and Restated Terminal Agreement between Miami-Dade County and Seaboard Marine Ltd. for Marine Terminal Operations, dated May 30, 2008. Incorporated herein by reference to Exhibit 10.1 of Seaboard's Form 8-K dated May 30, 2008.

4.5 Amended and Restated Credit Agreement between Borrowers and Bank of America, N.A., dated July 10, 2008 ($300,000,000 revolving credit facility expiring July 10, 2013). Incorporated herein by reference to Exhibit 10.1 of Seaboard's Form 8-K dated July 10, 2008.

10.1* Seaboard Corporation 409A Executive Retirement Plan Amended and Restated Effective January 1, 2009 and dated December 22, 2008, amending and restating the Seaboard Corporation Executive Retirement Plan , 2005 Amendment and Restatement dated March 6, 2006. Incorporated herein by reference to Exhibit 10.1 of Seaboard's Form 10-K for fiscal year ended December 31, 2008.

10.2* Seaboard Corporation Executive Deferred Compensation Plan as Amended and Restated Effective January 1, 2009 and dated December 22, 2008, amending and restating the Seaboard Corporation Executive Deferred Compensation Plan dated December 29, 2005. Incorporated herein by reference to Exhibit 10.2 of Seaboard's Form 10-K for fiscal year ended December 31, 2008.

10.3* 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.

10.4* 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.

10.5 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.


10.6* Seaboard Corporation Retiree Medical Benefit Plan as Amended and Restated Effective January 1, 2009 and dated December 22, 2008, amending and restating the Seaboard Corporation Retiree Medical Benefit Plan dated March 4, 2005. Incorporated herein by reference to Exhibit 10.6 of Seaboard's Form 10-K for fiscal year ended December 31, 2008.

10.7* Seaboard Corporation Executive Officers' Bonus Policy. Incorporated herein by reference to Exhibit 10.10 of Seaboard's Form 10-K for fiscal year ended December 31, 2005.

10.8* 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.

10.9* 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.

10.10* 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.

10.11* Employment Agreement between Seaboard Corporation and Edward A. Gonzalez dated July 1, 2005. Incorporated herein by reference to Exhibit 10.14 of Seaboard's Form 10- K for fiscal year ended December 31, 2006.

10.12* Seaboard Corporation Nonqualified Deferred Compensation Plan Effective January 1, 2009 and dated December 22, 2008, amending and restating the Seaboard Corporation Nonqualified Deferred Compensation Plan dated December 29, 2005. Incorporated herein by reference to Exhibit 10.12 of Seaboard's Form 10-K for fiscal year ended December 31, 2008.

10.13* Amendment to Employment Agreement between Seaboard Corporation and Edward A. Gonzalez dated August 8, 2006. Incorporated herein by reference to Exhibit 10.1 of Seaboard's Form 10-Q for the quarter ended July 1, 2006.

10.14* Employment Agreement between Seaboard Overseas Trading Group and David M. Dannov dated July 1, 2006. Incorporated herein by reference to Exhibit 10.17 of Seaboard's Form 10-K for fiscal year ended December 31, 2006.

10.15* Second Amendment to Employment Agreement between Seaboard Corporation and Edward A. Gonzalez dated January 17, 2007. Incorporated herein by reference to Exhibit 10.18 of Seaboard's Form 10-K for fiscal year ended December 31, 2006.

10.16* First Amendment to Employment Agreement between Seaboard Corporation and Steven J. Bresky dated December 15, 2008. Incorporated herein by reference to Exhibit 10.16 of Seaboard's Form 10-K for fiscal year ended December 31, 2008.

10.17* First Amendment to Employment Agreement between Seaboard Corporation and Robert L. Steer dated December 15, 2008. Incorporated herein by reference to Exhibit 10.17 of Seaboard's Form 10-K for fiscal year ended December 31, 2008.

10.18* First Amendment to Employment Agreement between Seaboard Foods LLC, formerly known as Seaboard Farms Inc., and Rodney K. Brenneman dated December 15, 2008. Incorporated herein by reference to Exhibit 10.18 of Seaboard's Form 10-K for fiscal year ended December 31, 2008.

10.19* Third Amendment to Employment Agreement between Seaboard Marine Ltd. and Edward A. Gonzalez dated December 15, 2008. Incorporated herein by reference to Exhibit 10.19 of Seaboard's Form 10-K for fiscal year ended December 31, 2008.

10.20* First Amendment to Employment Agreement between Seaboard Overseas Trading Group and David M. Dannov dated December 15, 2008. Incorporated herein by reference to Exhibit 10.20 of Seaboard's Form 10-K for fiscal year ended December 31, 2008.


10.21 Asset Purchase Agreement by and among Transcontinental Capital Corporation (Bermuda) Ltd. (as Seller), Seaboard Corporation (as Seller-Parent) and Pueblo Viejo Dominicana Corporation (as Buyer), dated as of September 23, 2008. Incorporated herein by reference to Exhibit 10.21 of Seaboard's Form 10-K for fiscal year ended December 31, 2008.

10.22 Amendment to Asset Purchase Agreement amount Transcontinental Capital Corporation (Bermuda) Ltd., Seaboard Corporation and Pueblo Viejo dated as of March 2, 2009. Incorporated herein by reference to Exhibit 10.22 of Seaboard's Form 10-K for fiscal year ended December 31, 2008.

10.23* Seaboard Corporation Cash Balance Executive Retirement Plan effective January 1, 2009 and dated December 18, 2009.

10.24* Seaboard Marine Ltd. 401(k) Excess Plan effective January 1, 2009 and dated December 18, 2009.

10.25* Amendment No. 1 to the Seaboard Corporation Non- Qualified Deferred Compensation Plan effective January 1, 2009 and dated December 17, 2009.

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

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.

(c) Financial Statement Schedules.

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/Steven J. Bresky               By /s/Robert L. Steer
   Steven J. Bresky, President and      Robert L. Steer, Senior Vice President,
   Chief Executive Officer              Chief Financial Officer
   Executive Officer                    (principal financial officer)
   (principal executive officer)

Date: March 5, 2010                  Date: March 5, 2010



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

Date: March 5, 2010

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/Steven J. Bresky               By /s/Edward I. Shifman, Jr.
   Steven J. Bresky, Director and       Edward I. Shifman, Jr., Director
   Chairman of the Board

Date: March 5, 2010                  Date: March 5, 2010



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

Date: March 5, 2010                  Date: March 5, 2010



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

Date: March 5, 2010


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, 2009, December 31, 2008 and
 December 31, 2007                                               28

Consolidated Balance Sheets as of December 31, 2009
 and December 31, 2008                                           29

Consolidated Statement of Cash Flows for the years
 ended December 31, 2009, December 31, 2008 and
 December 31, 2007                                               30

Consolidated Statement of Changes in Equity for the
 years ended December 31, 2009, December 31, 2008 and
 December 31, 2007                                               31

Notes to Consolidated Financial Statements                       32

The foregoing is 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, 2009, 2008 and 2007 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 5, 2010, we reported on the consolidated balance sheets of Seaboard Corporation and subsidiaries (the Company) as of December 31, 2009 and 2008, 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, 2009, as contained in the December 31, 2009 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, 2009. 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.

KPMG LLP

Kansas City, Missouri
March 5, 2010


                                                                                  Schedule II

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



                                        Balance at     Provision  Net deductions   Balance at
                                    beginning of year     (1)          (2)        end of year
Year ended December 31, 2009:

  Allowance for doubtful accounts        $  7,303        2,088        (2,061)       $ 7,330

Year ended December 31, 2008:

  Allowance for doubtful accounts        $  8,060          776        (1,533)       $ 7,303

Year ended December 31, 2007:

  Allowance for doubtful accounts        $ 14,638        1,401        (7,979)       $ 8,060

(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.


SEABOARD CORPORATION
CASH BALANCE EXECUTIVE RETIREMENT PLAN
EFFECTIVE JANUARY 1, 2009


SEABOARD CORPORATION
CASH BALANCE EXECUTIVE RETIREMENT PLAN
TABLE OF CONTENTS

ARTICLE I. HISTORY AND PURPOSE                                1
ARTICLE II. DEFINITIONS                                       1
 2.1.Accrued Benefit                                          1
 2.2.Board                                                    1
 2.3.Change of Control                                        1
 2.4.Code                                                     2
 2.5.Committee                                                2
 2.6.Company                                                  2
 2.7.Disability                                               2
 2.8.Effective Date                                           2
 2.9.Eligible Spouse                                          2
 2.10. Event Payment Date                                     2
 2.11. Inactive Participant                                   3
 2.12. Market Interest Rate                                   3
 2.13. Normal Retirement Date                                 3
 2.14. Participant                                            3
 2.15. Participation Date                                     3
 2.16. Plan                                                   3
 2.17. Plan Administrator                                     3
 2.18. Plan Year or Year                                      3
 2.19. Related Company                                        3
 2.20. Separation Date                                        3
 2.21. Separation from Service                                3
 2.22. SERP Actuarial Value                                   4
 2.23. SERP Plan                                              4
 2.24. Years of Service                                       4
ARTICLE III. PARTICIPATION                                    4
 3.1.Participation Date                                       4
 3.2.Cessation of Participation                               4
 3.3.Inactive Participants                                    4
 3.4.Participation not Contract of Employment                 4
 3.5.SERP Plan                                                5
ARTICLE IV. RETIREMENT BENEFITS                               5
 4.1.Determination of Accrued Benefit                         5
 4.2.Annual Allocation to Cash Balance Account                5
 4.3.Final Cash Balance Account Allocation                    5
 4.4.Interest Allocation to Cash Balance Account              5
 4.5.Tax Distributions                                        6
ARTICLE V. PAYMENT OF BENEFITS                                6
 5.1.Fully Vested Benefits                                    6
 5.2.Forfeitures                                              7

 5.3.Payment of Lump Sum                                      7
 5.4.Death Benefit                                            7
 5.5.Determination of Beneficiary                             7
ARTICLE VI. FUNDING                                           7
 6.1.Unfunded Plan                                            7
ARTICLE VII. WITHHOLDING OF TAXES                             8
 7.1.Tax Reporting                                            8
 7.2.Tax Withholding                                          8
ARTICLE VIII. PLAN ADMINISTRATOR                              8
 8.1.Membership and Authority                                 8
 8.2.Delegation                                               9
 8.3.Information to be Furnished                              9
 8.4.Plan Administrator's Decision Final                      9
 8.5.Remuneration and Expenses                                9
 8.6.Indemnification of Committee Member                      9
 8.7.Resignation or Removal of Committee Member               9
 8.8.Interested Committee Member                              9
ARTICLE IX. CLAIMS PROCEDURE                                  9
 9.1.Claim                                                    9
 9.2.Denial of Claim                                         10
 9.3.Review of Claim                                         10
 9.4.Final Decision                                          10
ARTICLE X. AMENDMENTS OR TERMINATION OF THE PLAN             10
 10.1. Board                                                 10
ARTICLE XI. MISCELLANEOUS                                    11
 11.1. Captions                                              11
 11.2. Company Action                                        11
 11.3. Company Records                                       11
 11.4. Evidence                                              11
 11.5. Gender and Number                                     11
 11.6. Governing Law                                         11
 11.7. Non-Assignability                                     11
 11.8. Participant Cooperation                               11
 11.9. Successors                                            11
 11.10.Unsecured General Creditor                            12
 11.11.Validity                                              12
 11.12.Waiver of Notice                                      12


SEABOARD CORPORATION
CASH BALANCE EXECUTIVE RETIREMENT PLAN

ARTICLE I.
HISTORY AND PURPOSE

Seaboard Corporation (the "Company") adopts this Cash Balance Executive Retirement Plan (the "Plan") effective as of January 1, 2009. The Company previously adopted the Seaboard Corporation 409A Executive Retirement Plan (the "SERP Plan"), amended and restated effective January 1, 2009. Section 457A of the Internal Revenue Code of 1986, as amended (the "Code") was recently adopted and provides for adverse tax consequences to the employees of certain foreign affiliates of the Company participating in the SERP Plan. Accordingly, the Participants in the SERP Plan listed on the Addendum A attached hereto shall be removed as Participants from the SERP Plan, and shall be Participants under this Plan. The purpose of this Plan is to provide a supplemental retirement benefit to the Participants which is substantially similar to the benefits that would have been provided to said Participants under the SERP Plan. The Plan is intended to satisfy the requirements of Code Section 457A. The Plan shall be interpreted and administered in a manner consistent with this intent.

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. Board means the Board of Directors of Seaboard Corporation.

2.3. Change of Control means an event or transaction described below; provided, however, an event or transaction described below will not be a Change of Control for purposes of a payment event under the Plan unless it 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)(2)(A)(v):

(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 acquisition, whether by reorganization, merger, consolidation, purchase or similar transaction, by any person or entity or more than one person or entity


acting as a group of more than fifty percent (50%) of the outstanding shares of stock of the Company or the combined voting power entitled to vote generally in the election of directors of the Company or the entity in which the Company was reorganized, merged or consolidated into;

(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 at any time when Seaboard Flour, LLC owns fifty percent (50%) or more of the Company.

For purposes of determining whether there has been a Change of Control under this Section 2.3, 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.

2.4. 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.

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

2.6. 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.

2.7. Disability means a period in which the Participant is
(a) 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 twelve
(12) months; or (b) 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 twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan sponsored by the Company.

2.8. Effective Date means the effective date of this Plan, which is January 1, 2009.

2.9. 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.

2.10. Event Payment Date has the meaning given to such term in Section 4.3.


2.11. 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 Seaboard Corporation 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.

2.12. Market Interest Rate shall mean for each Year the equivalent annual rate of the Moody's AA Long Term Corporate Bond Yield Index, as of the first day of such Year in which the index is published, or such other rate which is established by the Committee from time to time.

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

2.14. 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.

2.15. Participation Date means the date an employee becomes a Participant, as provided in Section 3.1. The Participation Date of each Participant shall be stated on Addendum A.

2.16. Plan means the Seaboard Corporation Cash Balance Executive Retirement Plan as set forth herein and as amended from time to time.

2.17. 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.

2.18. Plan Year or Year means the twelve (12) month period beginning January 1 and ending December 31.

2.19. 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 or any corporation or other entity with whom the Company is considered a single employer under Code Section 414(c).

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

2.21. Separation from Service means the Participant's termination of employment with the Company. Whether a termination of employment has occurred shall be determined based on whether the facts and circumstances indicate the Participant and Company reasonably anticipate that no further services will be performed by the Participant for the Company; provided, however, that a Participant shall be deemed to have a termination of employment if the level of services he or she would perform for the Company after a certain date permanently decreases to no more than twenty percent (20%) of the average level of bona fide services performed for the Company (whether as an employee or independent contractor) over the immediately preceding thirty-six
(36) month period (or the full period of services to the


Company if the Participant has been providing services to the Company for less than 36 months). For this purpose, a Participant is not treated as having a Separation from Service while he or she is on a military leave, sick leave, or other bona fide leave of absence, if the period of such leave does not exceed six (6) months, or if longer, so long as the Participant has a right to reemployment with the Company under an applicable statute or by contract. Where used in this Section 2.21, the term Company includes any Related Company.

2.22. SERP Actuarial Value means, with respect to each Participant, the amount which would have been such Participant's Actuarial Value under the SERP Plan if Participant had remained a Participant in such SERP Plan through the date as of which the SERP Actuarial Value is being determined pursuant to this Plan.

2.23. SERP Plan means the Seaboard Corporation 409A Executive Retirement Plan, adopted by Seaboard Corporation effective January 1, 1999, as most recently amended and restated effective January 1, 2009, and as hereafter amended from time to time.

2.24. Years of Service at any particular time means the Years of Service as defined in the SERP Plan.

ARTICLE III.
PARTICIPATION

3.1. Participation Date. Those persons who are set forth on Addendum A shall be Participants in the Plan on the Effective Date. An employee of the Company or an affiliate of the Company who is not a Participant on the Effective Date, and who is determined by the President of Seaboard Corporation 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 of Seaboard Corporation. Such employee's Participation Date will be the date specified by the President of Seaboard Corporation. Commencement of participation does not guarantee any Participant continued active participation hereunder.

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.


3.5. SERP Plan. This Plan is provided to the Participants in lieu of any benefit under the SERP Plan. On the Effective Date, the Participants shall no longer have any benefit under the SERP Plan, whether or not accrued or vested, and in consideration of this Plan, such benefit and Participant's rights under said SERP Plan shall be terminated and void.

ARTICLE IV.
RETIREMENT BENEFITS

4.1. Determination of Accrued Benefit. A Participant's Accrued Benefit is a benefit payable in the form of a lump sum payment made on the date described in Section 5.3 below, in an amount equal to the balance in the Cash Balance Account as of the Event Payment Date (as defined in Section 4.3 below). The Cash Balance Account for each Participant shall equal: (a) the SERP Lump Sum Actuarial Value, as shown on Addendum B attached hereto; plus/minus (b) the cumulative amount of all Annual Cash Balance Allocations made pursuant to Section 4.2 below; plus/minus (c) the Final Cash Balance Account Allocation made pursuant to Section 4.3 below; plus (d) the Interest Allocation made pursuant to Section 4.4 below; less (e) the sum of all Tax Distributions made pursuant to Section 4.5 below.

4.2. Annual Allocation to Cash Balance Account. Approximately thirty (30) days prior to the end of each Year, the Company shall cause its actuary to calculate the SERP Actuarial Value as of the end of the Year. To the extent the SERP Actuarial Value is more than the then Cash Balance Account (taking into account the Interest Allocation and the Tax Distribution to be made pursuant to Sections 4.4 and 4.5 below) (the "Deficiency"), there shall be added to the Cash Balance Account an amount equal to the Deficiency. To the extent the SERP Actuarial Value is less than the then Cash Balance Account (taking into account the Interest Allocation and the Tax Distribution, if any, to be made pursuant to Sections 4.4 and 4.5 below) (the "Surplus"), there shall be deducted from the Cash Balance Account an amount equal to the Surplus (the amount added to or deducted from the Cash Balance Account pursuant to this
Section 4.2 being hereinafter referred to as the "Annual Cash Balance Allocation").

4.3. Final Cash Balance Account Allocation. As soon as practicable after the earliest to occur of: ( a) a Participant's Separation of Service; (b) a Participant's Disability; (c) a Participant's death; or (d) a Change of Control (each, an "Event Payment Date"), the Company shall cause its actuary to calculate the SERP Actuarial Value as of the Event Payment Date. To the extent the SERP Actuarial Value is more than the then Cash Balance Account (taking into account the Interest Allocation to be made pursuant to Section 4.4 below) (the "Final Deficiency"), there shall be added to the Cash Balance Account an amount equal to the Final Deficiency. To the extent the SERP Actuarial Value is less than the then Cash Balance Account (taking into account the Interest Allocation to be made pursuant to Section 4.4 below) (the "Final Surplus"), there shall be deducted from the Cash Balance Account an amount equal to the Final Surplus (the amount being added to or deducted from the Cash Balance Account pursuant to this Section 4.3 being hereinafter referred to as the "Final Cash Balance Allocation").

4.4. Interest Allocation to Cash Balance Account. Simple interest shall accrue on the amount of the Cash Balance Account at the Market Interest Rate. Such interest shall be allocated to the account as of the end of each Year and as of the Event Payment Date in connection with the Final Cash Balance Allocation (the "Interest Allocation").


4.5. Tax Distributions. Prior to the end of each Year, to the extent there is an amount includible in income by reason of Section 457A of the Code, the Company shall pay to each Participant before the end of each Year an amount equal to the product of: (a) the Tax Distribution Percentage (as defined below); and (b) the sum of the Annual Cash Balance Allocation and the Interest Allocation for such Year included in income under Section 457A of the Code, provided such sum is positive, representing the estimated federal and state taxes the Participant will incur as a result of said allocations (the "Annual Tax Distribution").

In connection with any reporting of the SERP Lump Sum Actuarial Value as income on the W-2 of a Participant pursuant to
Section 7.1 below, the Company shall pay to such Participant a payment of the Tax Distribution Percentage of the amount of the SERP Lump Sum Actuarial Value, representing the estimated federal and state income taxes the Participant will incur as a result of said reporting (the "SERP Tax Distribution") (the sum of the Annual Tax Distributions and the SERP Tax Distribution are collectively referred to as the "Tax Distributions").

Notwithstanding the foregoing, no Tax Distributions shall be made unless and until a Participant becomes fully vested in the Plan pursuant to Section 5.1 below. Prior to the end of the Year in which a Participant becomes fully vested in the Plan, the Company shall pay such Participant the Tax Distributions which Participant would have been paid had the Participant been vested.

For purposes of this Agreement, the Tax Distribution Percentage for each Participant shall initially be as set forth on Addendum B. The Company may increase or decrease the Tax Distribution Amount for any Year and Participant by a notice to each Participant.

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 as determined by the Committee if such disability occurs while the Participant is an employee of the Company or a Related Company; or

(c) The Participant's death 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. Payment of Lump Sum. The Participant's vested Accrued Benefit shall be paid in a lump sum payment as soon as administratively feasible in accordance with then applicable provisions of the Code after: (a) the Participant has a Separation from Service; (b) there has been a Change of Control which occurs prior to the date the Participant has a Separation from Service; or (c) the Participant incurs a Disability prior to the date the Participant has a Separation from Service. Payment of all or a portion of the Accrued Benefit may be delayed by up to six (6) months in accordance with the then applicable provisions of the Code.

5.4. Death Benefit. If the Participant dies prior to the lump sum 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 5.5 as soon as practical after the Participant's death in the form of a lump sum payment.

5.5. 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 lump sum payment of the Participant's Accrued Benefit. 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 an amount sufficient (as determined by the Company's actuary for its Pension Plan) to pay all vested Accrued Benefits of the Participants as determined as of the first day following such Change of Control, to the extent such amounts are not payable within ninety (90) days of the Change in Control.


ARTICLE VII.
WITHHOLDING OF TAXES

7.1. Tax Reporting. The W-2 prepared by the Company for Participants for each Year (and after the Event Payment Date) shall report the Annual Cash Balance Allocation (Final Cash Balance Allocation) and the Interest Allocation pursuant to
Section 4.4 above, provided the net amount of said allocations is positive, to the extent such inclusion in income is required by Section 457A of the Code or otherwise. Notwithstanding the foregoing, a W-2 will not be prepared for a Participant until the Participant is fully vested in the Plan, and the W-2 for the Year in which the Participant becomes vested shall report all income through the end of the Year in which the Participant becomes vested.

In the event a Participant's Accrued benefit has not been paid to such Participant before December 31, 2017, then the W-2 for such Participant for the year ended December 31, 2017 shall report as income the SERP Lump Sum Actuarial Value, to the extent such reporting is required by Section 457A of the Code.

7.2. 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.

(c) An explanation of the Plan's claim review procedure.

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 except to the extent not allowed under Code Section 457A. 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.


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. Non-Assignability. 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 ofthe 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 18th day of December, 2009.

SEABOARD CORPORATION

By:  /s/ Steven J. Bresky
     Steven J. Bresky
     President


ADDENDA

TO
SEABOARD CORPORATION
CASH BALANCE EXECUTIVE RETIREMENT PLAN,
EFFECTIVE JANUARY 1, 2009

Following is a list of the Addenda to the Seaboard Corporation Cash Balance Executive Retirement Plan, Effective January 1, 2009, which is filed with the Securities and Exchange Commission ("SEC"). Seaboard Corporation ("Seaboard") undertakes to provide to the SEC the Addenda, as requested, subject to Seaboard's right to request confidential treatment under the Freedom of Information Act.

Addendum A -- Participants
Addendum B -- Lump Sum Actuarial Value (as of January 1, 2009)


SEABOARD MARINE LTD.

401(K) EXCESS PLAN

ARTICLE I
ESTABLISHMENT OF PLAN

Seaboard Marine Ltd. hereby establishes the Seaboard Marine
401(k) Excess Plan (the "Plan"), effective January 1, 2009.

ARTICLE II
DEFINITIONS

The following definitions shall apply for purposes of this Plan:

"Code" means the Internal Revenue Code of 1986 as from time to time amended.

"Company" means Seaboard Marine Ltd., a Liberia limited liability company.

"Eligible Employee" means, with respect to any Year, an employee of the Company or of a Subsidiary who has completed one year of service as defined for purposes of eligibility for a matching contribution under the 401(k) Plan, and who has received compensation for such Year that is not included as compensation under the 401(k) Plan solely on account of the limitation on the amount of compensation that can be taken into account under the
401(k) Plan for such Year under Section 40I(a)(17) of the Code.

"401(k) Plan" means the Retirement Savings Plan for Seaboard Corporation, as amended from time to time.

"Plan" means the Seaboard Marine 401(k) Excess Plan, as set forth herein and as amended from time to time.

"Subsidiary" means any wholly-owned subsidiary of the Company.

"Supplemental Amount" means an amount expressed in terms of dollars equal to 3 percent of the amount, if any, of the Eligible Employee's compensation received for the Year that is not included as compensation under the 401(k) Plan solely on account of the limitation on the amount of compensation that can be taken into account under the 401(k) Plan for such Year under
Section 401(a)(17) of the Code (but only to the extent such excess compensation amount is paid to the Eligible Employee after becoming an Eligible Employee hereunder).

"Year" means a 12-month period beginning each January 1 and ending each succeeding December 31.


ARTICLE III
BENEFIT

Except as otherwise provided herein, the Company will pay in cash to each Eligible Employee with respect to each Year an amount equal to the Supplemental Amount.

ARTICLE IV
ADMINISTRATION

This Plan shall be interpreted, construed and administered by the Company in its sole and absolute discretion, and all decisions and determinations of the Company hereunder shall be binding upon all Eligible Employees and their successors and assigns.

ARTICLE V
NO EMPLOYMENT RIGHTS

The adoption of this Plan does not give any person any right to be retained in the employ of the Company, and no rights granted under the Plan shall be construed as creating a contract of employment. The right and power of the Company to dismiss or discharge any person is expressly reserved.

ARTICLE VI
AMENDMENT AND TERMINATION

The Company can amend or terminate the Plan at any time in its sole discretion.

ARTICLE VII
GOVERNING LAW

The provisions of this Plan shall be governed, construed, enforced and administered in accordance with the laws of the State of Florida.

ARTICLE VIII
HEADINGS

The headings have been inserted for convenience only and shall not affect the meaning or interpretation of the Plan.


IN WITNESS WHEREOF, the Company has caused this Plan to be executed as of the 1st day of January, 2009, by its duly authorized officer.

SEABOARD MARINE LTD.

                                   By:  /s/ Steven J. Bresky
                                        Steven J. Bresky
                                        Vice President
                                        December 18, 2009



Attest:   /s/ David M. Becker
Title:    Vice President


AMENDMENT NO. 1
TO THE SEABOARD CORPORATION
NON-QUALIFIED DEFERRED COMPENSATION PLAN

This Amendment made this 17 day of December, 2009 by Seaboard Corporation, a Delaware corporation (the "Company").

W I T N E S S E T H:

WHEREAS, the Company maintains the Seaboard Corporation Non-Qualified Deferred Compensation Plan (the "Plan");

WHEREAS, the Company desires to amend the Plan to remove Seaboard Marine Ltd. from Appendix A, listing the participating employers of the Plan;

WHEREAS, the Company also desires to amend Article V of the Plan to provide that the Company, in its sole and absolute discretion, may pay the Company Contribution in cash, in lieu of crediting the Account of a Participant;

NOW, THEREFORE, the Company hereby amends the Plan, effective January 1, 2009:

1. Appendix A to the Plan is amended to remove Seaboard Marine Ltd. as a Participating Employer effective January 1, 2009. Employees of Seaboard Marine Ltd. may not have any further Deferrals after January 1, 2009; however, Deferrals prior to such date shall continue to be subject to the provisions of the Plan.

2. Article V, Company Contributions, of the Plan is amended as follows:

a) To amend and restate Section 5.1 to read as follows:

5.1 Participation. Except as set forth in Section 5.3 below, as soon as administratively feasible after the last day of each Plan Year a Company Contribution will be credited to the Accounts of those Participants determined by the Committee under Section 3.2.

b) Amend Article V of the Plan to add a new Section 5.3 immediately following Section 5.2 of the Plan, providing as follows:

5.3 Payment of Company Contribution in Cash. Notwithstanding anything to the contrary contained in this Article V, the Company, in its sole and absolute discretion, may pay to the Participant a cash amount equal to the Company Contribution, if any, in lieu of crediting the Account of said Participant, as provided above in this Article V.


IN WITNESS WHEREOF, the Company has caused this Amendment to be executed the day and year first above written.

SEABOARD CORPORATION

By:  /s/ Steven J. Bresky
     Steven J. Bresky
     President

ATTESTED:

By:  /s/ David M. Becker
     David M. Becker
     Secretary


SEABOARD
CORPORATION

2009 Annual Report


Description of Business

Seaboard Corporation is a diversified international agribusiness and transportation company. In the United States, Seaboard is primarily engaged in pork production and processing, and ocean transportation. Overseas, Seaboard is primarily engaged in commodity merchandising, grain

 processing, sugar production, and electric power generation.

 Table of Contents

  Letter to Stockholders                                        2

  Division Summaries                                            4

  Principal Locations                                           6

  Summary of Selected Financial Data                            7

  Company Performance Graph                                     8

  Quarterly Financial Data (unaudited)                          9

  Management's Discussion & Analysis of Financial Condition
   and Results of Operations                                   10

  Management's Responsibility for Consolidated Financial
   Statements                                                  25

  Management's Report on Internal Control over Financial
   Reporting                                                   25

  Report of Independent Registered Public Accounting Firm on
   Consolidated Financial Statements                           26

  Report of Independent Registered Public Accounting Firm on
   Internal Control over Financial Reporting                   27

  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 the 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 sales price  or
market  conditions for pork, grains, sugar and  other  products

and services, (iv) statements concerning management's expectations of recorded tax effects under certain circumstances, (v) the volume of business and working capital requirements associated with the competitive trading environment for the Commodity Trading and Milling segment,
(vi) the charter hire rates and fuel prices for vessels,
(vii) the stability of the Dominican Republic's economy, fuel costs and related spot market prices and collection of receivables in the Dominican Republic, (viii) the ability of Seaboard to sell certain grain inventories in foreign countries at a current cost basis and the related contract performance by customers, (ix) the effect of the fluctuation in foreign currency exchange rates, (x) statements concerning profitability or sales volume of any of Seaboard's segments,
(xi) the anticipated costs and completion timetable for Seaboard's scheduled capital improvements, acquisitions and dispositions, (xii) the impact from the H1N1 flu incident on the demand and overall market prices for pork products or
(xiii) other trends affecting Seaboard's financial condition or results of operations, and statements of the assumptions underlying or relating to any of the foregoing statements.

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


Letter to Stockholders

This was a challenging year for us financially as we suffered through both the general worldwide recession plus certain industry and country specific disruptions. With operations in 39 countries in a broad mix of industries, it is practically impossible to hit on all cylinders; on the other hand, this diversification fuels our growth and reduces volatility in our financial results. Globally, we can always count on supply and demand imbalances, political and economic disruptions and extraordinary natural and man-made disasters to create both challenges and opportunities. Controlling those areas which are within our control namely, quality of product, service and costs, and maintaining an effective operating environment and a well- defined culture, remain our goal at Seaboard. In this regard, we have not wavered in 2009.

Although net income for 2009 was down 37% from 2008, operating income, a more indicative reflection of performance, was down 80% year to year, from $121.8 million to $23.7 million. Gross margins have narrowed overall and we are mindful of the trend of our increased general and administrative expenses. Our balance sheet remains extremely strong with plenty of liquidity to fund working capital increases, weather unexpected losses and make substantial investments should opportunities arise. Over the last four years, we have spent almost $440 million in capital improvements to drive growth and to keep us operationally efficient and cost effective. We continue to monitor the marketplace in search of investments which are strategic and long-term in nature in hopes of finding complementary and synergistic businesses to augment our existing portfolio.

It's hard to imagine a more chaotic year than 2008 but 2009 proved to be even more extraordinary for us. Specifically, we suffered through the havoc created by the H1N1 virus as it impacted the entire protein sector, including Seaboard Foods. This resulted in a sharp reduction in prices and volumes for several months. In addition, political forces took their toll in certain countries: in Argentina, with domestic price controls; in Venezuela, with nationalization of certain ports of call and in the U.S., with the increased role and impact of the federal government in the economy and commercial markets. Although each of these events affected us negatively, our diversification in business segments and geographic locations allowed us to cushion the blow and no single event caused irreparable or irreversible damage. As we expand our reach worldwide and broaden our interests, the probability of adverse incidents increases but with a lesser impact on the company overall.

While pork processing and further processing margins continued to produce good results, losses from hog production more than offset those positive results. The H1N1 flu and recessionary factors contributed to lower product prices by reducing overall demand. While 2009 was a difficult year for everyone in the industry, we remain extremely confident that the attributes of vertical integration such as food safety, product quality and consistency will provide us a competitive advantage over the long- term. Hog producers cannot sustain continued losses and although processors know this, competing meats, uncertainty in the export markets and permanent changes in feed grain usage/demand have resulted in an environment which has created volatility in our earnings. Ultimately, we believe the US will adapt to these changes by continuing to enlarge the supply of grain and by satisfying protein demand through efficient animal production and processing.

Including our marketing agreement with Triumph Foods, Seaboard Foods markets about 9% market share of all pork processed in the U.S., making us the fourth largest pork processor. We are also the second largest hog producer in the U.S. It is our intention to leverage this position to capture additional margins with a broader mix of value-added products, retail alliances and further processing activities.

Aside from these macro issues, we continue to launch new products for foodservice and retail markets in both the U.S. and abroad. With consistent quality, food safety and farm to market identification, we expect our vertically integrated system to continue to provide us significant opportunities as these issues become more and more important to end consumers in both domestic and export markets. We are hopeful that the toughest times are behind us.

Ocean transportation is one of the best indicators in gauging the health of the global economy and multi-lateral trade. Consistent with the worldwide recession and contracted global trade, both Seaboard Marine volumes and overall freight rates decreased in 2009. The strength of our many trade lanes depends on the health of tourism, textiles, mining and GNP growth in the Caribbean Basin and Latin America. This year marked the first decrease in year-over-year unit volumes for Seaboard Marine in over a decade. Many of our global competitors have suffered enormous losses over the last year due to shrinking trade volumes and overcapacity. Price wars ensued early in the year seemingly without regard for financial consequences. As trade patterns began to stabilize, shipping companies throughout the world began the process of reducing capacity in a variety of ways to match trade volumes. Due to reduced demand, ship charter rates decreased significantly and we were able to take advantage of these cost savings. Over the last several years, we have upgraded our container fleet and cargo handling equipment and with the decline in ship values, we continue to reconfigure our fleet through a combination of chartered and owned tonnage. This is a great opportunity to utilize more modern, efficient and versatile vessels.

Sadly, our weekly service into Port-au-Prince, Haiti was interrupted by the devastating earthquake on January 12, 2010. We are currently maintaining our service via a twice weekly feeder vessel from Kingston, Jamaica through the


temporary use of a sister company's grain berth in Laffiteau, Haiti. Despite the tragedy, it has been gratifying to see Seaboard Marine and Commodity Trading and Milling (CT&M) work together to quickly and creatively provide the transportation and discharge facilities needed for critical relief and commercial cargoes.

Although many shipping lines drastically scaled back and suffered tremendous financial losses in 2009, Seaboard Marine stayed the course. All routes were maintained at a high service level. The philosophy of creative and responsive customer service will continue. Having created a network of strong port to port connections throughout the Caribbean Basin and Latin America over the years, Seaboard Marine remains well positioned to take advantage of growing trade volumes within the Western Hemisphere as the world economy recovers.

2009 proved to be another outstanding year for CT&M, an impressive result given the panic at the beginning of the year with commodity prices in a freefall. Maintaining normal inventory and forward positions for our grain processing facilities had a negative impact on earnings. However, our access to liquidity and lower replacement cost inputs allowed our operations to retain solid margins. The quick rebound in the freight markets also supported CT&M's earnings as our ocean freight ownership contributed to bottom line results.

CT&M continues to expand its trading business to satisfy affiliate and third party raw material requirements by opening up new origins of supply, improving logistics through greater control of vessel transportation and modernizing port infrastructures. In lesser developed countries, controlling as many components of the supply chain as possible becomes critical to quality of service. Toward this end, we have opened commodity and freight trading offices in Europe, Latin America and the U.S. and we continue to pursue potential investments in selected grain origination markets. In addition, we are expanding our presence in specialty commodities through investments in infrastructure in Canada, rice milling assets in Guyana and a trading company acquisition which we expect to close in the near future. This year we have been successful in further integrating our milling and trading businesses by moving more products through our destination markets. This affords us a greater degree of security and product integrity. In 2010, we plan to further expand this model to move more cargo through our sister division, Seaboard Marine, and thus exercise more transactional control of our commodity trade.

CT&M plans to pursue the expansion of its industrial operations through the acquisition or green-field development of additional grain based businesses, down-stream industries such as poultry, baking and pasta and the expansion and renovation of our existing mill capacity in several markets. Our grain processing facilities remain a critical piece of our integrated supply chain model.

Tragically, the massive earthquake in Haiti took the lives of 15 employees of Les Moulins d' Haiti, our non-consolidated milling operation near Port-au-Prince. Fortunately, the warehouse and storage facilities remain operational and adequate insurance coverage was in place allowing Les Moulins d' Haiti to rebuild and expand capacity. We expect to resume milling operations in early 2011. Many of our employees and their families have lost their homes and suffered terribly as a result of this disaster. It is our intention to continue to support our employees in part through continued employment to support general cargo handling and flour merchandising through our private port facilities.

Tabacal has made significant progress toward maximizing the long- term value of its land and assets through the conversion of sugar cane into sugar, alcohol and energy. Despite some minor setbacks, this business should be well positioned to take advantage of an improved world sugar and alcohol outlook. In the latter half of 2009, world sugar prices rose sharply. This was triggered by India's short crop and continued competition for sugar cane from ethanol. In particular, Brazilian sugar production continues to compete directly with ethanol demand for domestic and export consumption and sugar prices have risen in tandem with those of virtually all fossil fuel sources. Similarly, Argentina has recently implemented a program requiring the blending of ethanol into gasoline. This government program should help develop alcohol as a much needed source of energy as well as help stabilize the financial returns for land use.

Although we have seen a troubling decline in operating income over the last five years, we are not demoralized. In fact, in the face of these uncertain times, our diversified and integrated structure has proven to be a durable and sustainable model. Moreover, our success stems from the people who have devoted their careers to Seaboard, who, I believe, display a genuine sense of ownership and pride. Our people have helped to successfully carry us through good times and bad. In consistently adhering to the goal of producing quality products and services to our customers, maintaining a competitive spirit and conducting ourselves with professionalism, integrity and respect, we should continue to enjoy a good measure of success.

/s/ Steven J. Bresky
Steven J. Bresky
President and
Chief Executive Officer


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 is located in Guymon, Oklahoma. The facility has a daily double shift capacity to process approximately 18,500 hogs and generally operates at capacity with additional weekend shifts depending on market conditions. Seaboard produces and sells fresh and frozen pork products to further processors, foodservice operators, grocery stores, distributors and retail outlets throughout the United States. Seaboard also sells to distributors and further processors in Japan, Mexico 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 spot 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 approximately 4.0 million hogs annually. Seaboard owns and operates six centrally located feed mills to provide formulated feed to these facilities.

Seaboard's Pork Division also owns two bacon processing plants located in Salt Lake City, Utah and Missoula, Montana. The processing plants produce sliced and pre-cooked bacon primarily for food service. These operations enabled Seaboard to expand its integrated pork model into value-added products and to enhance its ability to extend production to include other further processed pork products.

In the second quarter of 2008, Seaboard commenced production of biodiesel at a facility constructed in Guymon, Oklahoma. The biodiesel is produced from pork fat from Seaboard's Guymon pork processing plant and from animal fat supplied by non-Seaboard facilities. The biodiesel is sold to third parties. The facility can also produce biodiesel from vegetable oil. Also, during 2009 Seaboard completed construction of and began operations at a majority-owned ham-boning and processing plant in Mexico.

Seaboard's Pork Division has an agreement with a similar size pork processor, Triumph Foods LLC (Triumph), to market all of the pork products produced at Triumph's plant in St. Joseph, Missouri. Pursuant to this agreement, Seaboard is able to provide the same quality products to its customers that are produced in its own facilities. Seaboard markets the pork products for a fee primarily based on the number of head processed by Triumph Foods and is entitled to be reimbursed for certain expenses.

Commodity Trading & Milling Division

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

The division annually sources, transports and markets up to approximately 4.5 million metric tons of wheat, corn, soybean meal, rice and other related commodities to the food and animal feed industries. The division efficiently provides quality products and reliable services to industrial customers in selected markets. Seaboard integrates the delivery of commodities to its customers primarily through the use of company owned and chartered bulk carriers.

Seaboard's Commodity Trading and Milling Division has facilities in 17 countries. The commodity trading business operates through eight offices in seven countries and one non-consolidated affiliate location in South America. The grain processing businesses operate facilities at 24 locations in 12 countries and include four consolidated and nine non-consolidated affiliates in Africa, South America, and the Caribbean. These businesses produce approximately 2.5 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 off-port warehouse for cargo consolidation and temporary storage and an 81 acre terminal at the Port of Miami. At the Port of Houston, Seaboard operates a 62 acre cargo terminal facility that includes approximately 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 to Brooklyn, New York, Fernandina Beach, Florida, New Orleans, Louisiana and 40 foreign ports.

Seaboard's marine fleet consists of 12 owned and approximately 22 chartered vessels, as well as dry, refrigerated and specialized containers and other related equipment. Seaboard is the largest shipper in terms of cargo volume to and from the Port of Miami. Seaboard Marine provides direct service to 25 countries. Seaboard also provides extended service from our domestic ports of call to and from multiple foreign destinations through a network of 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 capabilities, including agreements with a network of connecting carriers, allow transport by truck or rail of 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 to provide the most reliable and effective level of service throughout the United States, Latin America and the Caribbean Basin and between the countries it serves.

Other Divisions

In Argentina, Seaboard is involved in the production and refining of sugar. The sugar is 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, has a processing capacity of approximately 250,000 metric tons of sugar and approximately 14 million gallons of alcohol (hydrated and dehydrated) per year. The mill is located in the Salta Province of northern Argentina with administrative offices in Buenos Aires. Approximately 60,000 acres of land owned by Seaboard in Argentina is planted with sugar cane, which supplies the majority of the raw product processed by the mill. Depending on local market conditions, sugar may also be purchased from third parties for resale. During 2008 this division began construction of a 40 megawatt cogeneration power plant, which is expected to be completed in the third quarter of 2010. In addition, in the first quarter of 2010, the Company began sales of dehydrated alcohol to certain local oil companies under the national bio- ethanol program which requires alcohol to be blended with gasoline.

Seaboard owns two floating electric power generating facilities in the Dominican Republic, 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 generating electricity for the local power grid. Seaboard is not directly involved in the transmission or distribution of electricity but does have contracts to sell directly to third party users. Electricity is sold under contract to certain large commercial users, under a short-term contract that expires at the end of March 2010 with a government- owned distribution company and on the spot market that is accessed by three wholly government-owned distribution companies and limited others. On March 2, 2009, an agreement became effective under which Seaboard will sell the two barges. The agreement calls for the sale to occur on or around January 1, 2011. Completion of the sale is dependent upon the satisfaction of several conditions, including meeting certain baseline performance and emission tests. Failure to satisfy or cure any deficiencies could result in the agreement being terminated. Seaboard is considering options to continue its power business in the Dominican Republic after the sale of these assets is completed.

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.


Principal Locations

Corporate Office

Seaboard Corporation     Minoterie de Matadi,       Seaboard de Colombia, S.A.
Merriam, Kansas           S.A.R.L.*                  Colombia
                           Democratic Republic of
                           Congo                    Seaboard de Nicaragua, S.A.
Pork                                                 Nicaragua
                         Minoterie du Congo, S.A.
Seaboard Foods LLC        Republic of Congo         Seaboard del Peru, S.A.
Pork Division Office                                 Peru
 Merriam, Kansas         Moderna Alimentos, S.A.*
                         Molinos Champion, S.A.*    Seaboard Freight & Shipping
Processing Plant          Ecuador                    Jamaica Limited
 Guymon, Oklahoma                                     Jamaica
                         National Milling Company
Live Production           of Guyana, Inc.           Seaboard Honduras, S. de
 Operation Offices         Guyana                    R.L. de C.V.
  Julesburg, Colorado                                 Honduras
  Hugoton, Kansas        National Milling
  Leoti, Kansas           Corporation Limited       Seaboard Marine Bahamas
  Liberal, Kansas          Zambia                    Ltd.
  Rolla, Kansas                                       Bahamas
  Guymon, Oklahoma       Rafael del Castillo &
  Hennessey, Oklahoma     Cia. S.A.*                Seaboard Marine (Trinidad)
  Optima, Oklahoma         Colombia                  Ltd.
                                                      Trinidad
Processed Meats          Seaboard West Africa
 Salt Lake City, Utah     Limited                   Seaboard Marine of Haiti,
 Missoula, Montana         Sierra Leone              S.E.
                                                      Haiti
High Plains Bioenergy,   Unga Holdings Limited*
 LLC                      Kenya and Uganda          SEADOM, S.A.
  Guymon, Oklahoma                                   Dominican Republic
                         Marine
Seaboard de Mexico                                  SeaMaritima S.A. de C.V.
 USA LLC                 Seaboard Marine Ltd.        Mexico
  Mexico                  Marine Division Office
                           Miami, Florida           Sugar
Commodity Trading
 & Milling               Port Operations            Ingenio y Refineria San
                          Brooklyn, New York         Martin del Tabacal SRL
Commodity Trading         Fernandina Beach, Florida   Argentina
 Operations               Houston, Texas
  Bermuda                 Miami, Florida            Power
  Colombia                New Orleans, Louisiana
  Ecuador                                           Transcontinental Capital
  Greece                  Agencias Generales         Corp. (Bermuda) Ltd.
  Miami, Florida           Conaven, C.A.              Dominican Republic
  Peru*                     Venezuela
  South Africa                                      Other
  Switzerland             Agencia Maritima del
                           Istmo, S.A.              Mount Dora Farms de
Fairfield Rice Inc.*        Costa Rica               Honduras, S.R.L.
 Guyana                                               Honduras
                          Cayman Freight Shipping
Les Moulins d'Haiti        Services, Ltd.           Mount Dora Farms Inc.
 Haiti                      Cayman Islands           Houston, Texas

Lesotho Flour Mills       JacintoPort International
 Limited*                  LLC
  Lesotho                   Houston, Texas

Life Flour Mill Ltd.*     Representaciones Maritimas
 Premier Feeds Mills       y Aereas, S.A.
 Company Limited*           Guatemala
  Nigeria
                          Sea Cargo, S.A.
                           Panama

*Represents a non-controlled, non-consolidated affiliate


Summary of Selected Financial Data

                                          Years ended December 31,
(Thousands of dollars except per share amounts)

                            2009       2008       2007       2006       2005

Net sales               $3,601,308 $4,267,804 $3,213,301 $2,707,397 $2,688,894

Operating income        $   23,723 $  121,809 $  169,915 $  296,995 $  320,045

Net earnings
 attributable to
 Seaboard               $   92,482 $  146,919 $  181,332 $  258,689 $  266,662

Basic earnings per
 common share           $    74.74 $   118.19 $   144.15 $   205.09 $   212.20

Diluted earnings per
 common share           $    74.74 $   118.19 $   144.15 $   205.09 $   211.94

Total assets            $2,337,133 $2,331,361 $2,093,699 $1,961,433 $1,816,321

Long-term debt, less
 current maturities     $   76,532 $   78,560 $  125,532 $  137,817 $  201,063

Stockholders' equity    $1,545,419 $1,463,578 $1,355,199 $1,242,410 $1,013,904

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

Seaboard Corporation, and affiliated companies in its Commodity Trading and Milling segment, resolved a dispute with a third party related to a 2005 transaction. As a result, Seaboard Overseas Limited received $16,787,000, net of expenses, or $13.57 per common share in the third quarter of 2009 included in other income. There was no tax expense on this transaction. See Note 11 to the Consolidated Financial Statements for further discussion.

As of December 31, 2006, Seaboard adopted Statement of Financial Accounting Standard No. 158 (SFAS 158), "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans." The adoption of SFAS 158 reduced stockholders equity by $25,014,000 as an adjustment to Accumulated Other Comprehensive Loss. See Note 10 to the Consolidated Financial Statements for further discussion.

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.


Company Performance Graph

The Securities and Exchange Commission requires a five-year comparison of stock performance for Seaboard with that of an appropriate broad equity market index and similar industry index. Seaboard's common stock is traded on the NYSE Amex Equities (formerly the NYSE Alternext US) and provides an appropriate comparison for Seaboard's stock performance. Because there is no single industry index to compare stock performance, the companies comprising the Dow Jones Food and Marine Transportation Industry indices (the "Peer Group") were chosen as the second comparison.

The following graph shows a five-year comparison of cumulative total return for Seaboard, the NYSE Amex Equities Index and the companies comprising the Dow Jones Food and Marine Transportation Industry indices weighted by market capitalization for the five fiscal years commencing December 31, 2004, and ending December 31, 2009. The information presented in the performance graph is historical in nature and is not intended to represent or guarantee future returns.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among Seaboard Corporation, The NYSE Amex Composit Index And A Peer Group

The graph depicts data points below.

*$100 invested on 12/31/04 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.

The comparison of cumulative total returns presented in the above graph was plotted using the following index values and common stock price values:
12/31/04 12/31/05 12/31/06 12/31/07 12/31/08 12/31/09 Seaboard Corporation $100.00 $151.74 $177.61 $148.15 $120.61 $136.64 NYSE Amex Equities $100.00 $125.80 $150.40 $178.95 $108.56 $147.27 Peer Group $100.00 $ 94.79 $114.71 $124.67 $ 95.96 $115.61


Quarterly Financial Data (unaudited)

(UNAUDITED)
(Thousands of dollars except per share amounts)

                               1st       2nd        3rd        4th    Total for
                             Quarter   Quarter    Quarter    Quarter   the Year
2009

Net sales                  $ 917,568 $ 869,830 $  854,625 $  959,285 $3,601,308

Operating income           $  16,042 $   2,769 $   (2,679)$    7,591 $   23,723

Net earnings attributable
 to Seaboard               $  15,973 $  26,919 $   36,715 $   12,875 $   92,482

Earnings per common share  $   12.89 $   21.76 $    29.69 $    10.41 $    74.74

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

Closing market price range per common share:

                  High     $1,215.00 $1,285.00 $ 1,382.82 $ 1,549.00

                  Low      $  805.00 $  935.00 $ 1,040.00 $ 1,172.00

_______________________________________________________________________________

2008

Net sales                  $ 993,668 $ 999,951 $1,131,691 $1,142,494 $4,267,804

Operating income           $  59,382 $   3,096 $   31,714 $   27,617 $  121,809

Net earnings attributable
 to Seaboard               $  70,027 $  20,963 $   32,905 $   23,024 $  146,919

Earnings per common share  $   56.28 $   16.85 $    26.47 $    18.55 $   118.19

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

Closing market price range per common share:

High $1,645.00 $1,854.00 $ 1,826.00 $ 1,359.00

Low $1,251.00 $1,470.00 $ 1,210.00 $ 795.00


Seaboard Corporation, and affiliated companies in its Commodity Trading and Milling segment, resolved a dispute with a third party related to a 2005 transaction. As a result, Seaboard Overseas Limited received $16,787,000, net of expenses, or $13.57 per common share in the third quarter of 2009 included in other income. There was no tax expense on this transaction. See Note 11 to the Consolidated Financial Statements for further discussion.

During the first and second quarters of 2009, Seaboard repurchased 3,233 and 435 common shares respectively, as authorized by Seaboard's Board of Directors. During the first, third and fourth quarters of 2008, Seaboard repurchased 369, 2,390 and 1,093 common shares respectively, as authorized by Seaboard's Board of Directors. See Note 12 to the Consolidated Financial Statements for further discussion.

During the fourth quarter of 2008, Seaboard recorded an impairment charge of $7,000,000 ($4,270,000 net of tax), or $3.44 per share, related to the value of other intangible assets not subject to amortization. See Note 2 to the Consolidated Financial Statements for further discussion. Also during the fourth quarter of 2008, Seaboard recorded a write down of $5,653,000 ($4,940,000 net of tax), or $3.98 per share, for grain inventories related to its commodity trading business that are committed to various customers in foreign countries for which customer contract performance is a heightened concern. See Note 4 to the Consolidated Financial Statements for further discussion.


Management's Discussion & Anaylsis

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's reporting segments are based on information used by Seaboard's Chief Executive Officer in his capacity as chief operating decision maker to determine allocation of resources and assess performance.

Pork Segment

The Pork segment is primarily a domestic business with some export sales to Japan, Mexico, and other foreign markets. Revenues from the sale of pork products are primarily generated from a single hog processing plant in Guymon, Oklahoma, which operates at daily double shift processing capacity of 18,500 hogs, two bacon further processing plants located in Salt Lake City, Utah and Missoula, Montana, and a ham-boning and processing plant in Mexico. In 2009, Seaboard raised approximately 75% of the hogs processed at the Guymon plant with the remaining hog requirements purchased primarily under contracts from independent producers. This segment is Seaboard's most capital intensive segment with approximately 62% of Seaboard's fixed assets and material dollar amounts for live hog inventories.

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 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. 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.

The Pork segment also produces biodiesel to be sold to third parties. Biodiesel is produced from pork fat from Seaboard's Guymon pork processing plant and from animal fat provided by other parties. The processing plant also can produce biodiesel from vegetable oil. This plant was completed in the second quarter of 2008. See Note 6 to the Consolidated Financial Statements for discussion on the expired federal tax credits for the operation. Also, during 2009 Seaboard completed construction of and began operations at a majority-owned ham-boning and processing plant in Mexico.

The Pork segment has an agreement with a similar size pork processor, Triumph Foods LLC (Triumph), to market all of the pork products produced at Triumph's plant in St. Joseph, Missouri. The Pork segment markets the related pork products for a fee primarily based on the number of head processed by Triumph Foods. This plant has a capacity similar to that of Seaboard's Guymon plant and operates upon an integrated model similar to that of Seaboard's. Seaboard's sales prices for its pork products are primarily based on a margin sharing arrangement that considers the average sales price and mix of products sold from both Seaboard's and Triumph Food's hog processing plants.

Commodity Trading and Milling Segment

The Commodity Trading and Milling segment primarily operates overseas with locations in Africa, Bermuda, South America, the Caribbean and Europe. These foreign operations can be significantly impacted by local crop production, political instability, local government policies, economic and industry conditions, and currency fluctuations. This segment's sales are also significantly affected by fluctuating prices of various commodities, such as wheat, corn, soybean meal and rice. 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 also affect business volumes and margins as they did during the recent period of extreme price volatility. The milling businesses, both consolidated and non-consolidated affiliates, operate in 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.


Management's Discussion & Anaylsis

The majority of the Commodity Trading and Milling segment's sales pertain to the commodity trading business. Grain is sourced from domestic and international locations and delivery of grains to third party and affiliate customers in various international locations. The execution of these purchase and delivery transactions have long cycles of completion which may extend for several months with a high degree of price volatility. As a result, these factors can significantly affect sales volumes, operating income, working capital and related cash flows from quarter-to-quarter.

Seaboard concentrates on the supply of raw materials to its core milling operations and to third party commodity trades in support of these milling operations. Seaboard continues to seek opportunities in trading and milling businesses in order to achieve greater scale, volumes and profitability.

Marine Segment

The Marine segment provides containerized cargo shipping services primarily from the United States to 25 countries in the Caribbean Basin, Central and South America. As a result, fluctuations in economic conditions or unstable political situations in the regions or countries in which Seaboard operates can affect import/export trade volumes. When certain regions or countries experienced such conditions, Seaboard's volumes and operating profits were significantly affected. 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 thus affected by fluctuations in charter hire rates as well as fuel costs.

As a result of the recent global downturn in containerized trade, there soon could be distressed assets such as vessels and handling equipment available at attractive prices. Seaboard will carefully evaluate such opportunities. Seaboard also continues to explore ways to increase volumes on existing routes while seeking opportunities to broaden its route structure in the region.

Sugar Segment

Seaboard's Sugar segment operates a vertically integrated sugar complex in Argentina. This segment's sales and operating income are significantly affected 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 in the world market can affect local sugar prices and export sales volumes and prices. Depending on local market conditions, this business purchases from third parties sugar for resale. Over the past several years, Seaboard made various modifications to this business to improve the efficiency of its operations and expand its sugar and alcohol operations. In the first quarter of 2010, the Company began sales of dehydrated alcohol to certain local oil companies under the national bio- ethanol program which requires alcohol to be blended with gasoline.

Prior to the first quarter of 2009, the Sugar segment was named Sugar and Citrus reflecting the citrus and related juice operations of this business. During the first quarter of 2009, management reviewed its strategic options for the citrus business in light of a continually difficult operating environment. In the first quarter of 2009, management decided not to process, package or market the 2009 harvest for the citrus and related juice operations. In the second quarter of 2009, management decided to integrate and transform some of the land previously used for citrus production into sugar cane production.

The functional currency of the Sugar segment is the Argentine peso. The currency exchange rate can have an impact on reported U.S. dollar sales, operating income and cash flows. Financing needs for the foreseeable future will remain high for this operation as a result of ongoing expansion of sugar production and construction of a 40 megawatt cogeneration power plant expected to be completed in the third quarter of 2010. 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. This segment's financing needs have been minimal for the existing operations. During the past few years, operating cash flows have fluctuated from inconsistent customer collections. Seaboard has contracts to sell approximately 20% of the power it generates to certain government-approved commercial large users under long-term contracts. Seaboard also has a short-term contract that expires at the end of March 2010 for approximately 34% of its power with a government-owned distribution company. This short-term contract exposes Seaboard to a concentrated credit risk as the customer, from time to


Management's Discussion & Anaylsis

time, has significant past due balances. Energy produced in excess of contracted amounts is sold on the spot market primarily to three wholly government-owned distribution companies or other power producers who lack sufficient power production to service their customers.

The DR regulatory body schedules power production based on the amount of funds available to pay for the power produced and the relative costs of the power produced. Fuel is the largest cost component, but increases in fuel prices generally have been passed on to customers. See Note 13 to the Consolidated Financial Statements for discussion on a pending sale of the two barges in the near future. Seaboard is considering options to continue its power business in the Dominican Republic after the sale is completed. In addition, from time to time Seaboard pursues 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, 2009 increased $95.9 million from December 31, 2008. The increase was the result of cash generated by operating activities of $246.4 million, $16.8 million received from a gain on a disputed sale as discussed in Note 11 to the Consolidated Financial Statements and $15.0 million received for the potential sale of power barges, as discussed in Note 13 to the Consolidated Financial Statements. During 2009, cash was used to reduce notes payable by $95.1 million, to reduce long-term debt by $46.9 million and for capital expenditures of $54.3 million. Cash from operating activities for 2009 increased $135.1 million compared to 2008, primarily as a result of decreases in working capital items of accounts receivable and inventory in 2009 compared to increases in 2008, partially offset by lower net earnings in 2009 compared to 2008.

Cash and short-term investments as of December 31, 2008 increased $39.3 million from December 31, 2007, while cash from operating activities was $111.3 million for 2008. The increase was primarily the result of the combination of cash from operating activities, an increase in notes payable of $79.4 million in excess of cash used for capital expenditures of $134.6 million, scheduled principal payments of long-term debt of $11.7 million and $5.0 million used to repurchase common stock as discussed in Note 12 to the Consolidated Financial Statements. Cash from operating activities for 2008 decreased $34.6 million compared to 2007, primarily reflecting lower net earnings for the year.

Capital Expenditures, Acquisitions and Other Investing Activities

During 2009 Seaboard invested $54.3 million in property, plant and equipment, of which $15.2 million was expended in the Pork segment, $14.7 million in the Marine segment, $21.6 million in the Sugar segment and $2.8 million in the remaining businesses. For the Pork segment, the expenditures were primarily for improvements to existing hog facilities, upgrades to the Guymon pork processing plant and construction of the ham-boning and processing plant in Mexico. The ham-boning and processing plant was completed in the second quarter of 2009. For the Marine segment, $10.3 million was spent to purchase cargo carrying and handling equipment. In the Sugar segment, $13.8 million was used for development of the cogeneration power plant with the remaining capital expenditures primarily being used for expansion of cane growing operations. All other capital expenditures were primarily of a normal recurring nature and primarily included replacement of machinery and equipment, and general facility modernizations and upgrades.

The total 2010 capital expenditures budget is $90.3 million. The Pork segment plans to spend $16.9 million primarily for improvements to existing facilities and related equipment. The Marine segment has budgeted to spend $34.1 million primarily for additional cargo carrying and handling equipment and port development projects. In addition, management will be evaluating whether to purchase additional containerized cargo vessels for the Marine segment and dry bulk vessels for the Commodity Trading and Milling segment during 2010. The Sugar segment plans to spend $25.7 million, including $12.2 million for the continued development of a 40 megawatt cogeneration power plant, with the remaining amount for normal upgrades to existing operations. The cogeneration power plant is expected to be operational by the third quarter of 2010 for a total constructed cost of $37.2 million. The balance of $13.6 million is planned to be spent in all other businesses. Management anticipates paying for these capital expenditures from available cash, the use of available short-term investments or Seaboard's available borrowing capacity. As of December 31, 2009 Seaboard had commitments of $18.7 million to spend on construction projects, purchase equipment, and make facility improvements.


Management's Discussion & Analysis

During 2008 Seaboard invested $134.6 million in property, plant and equipment, of which $52.6 million was expended in the Pork segment, $46.3 million in the Marine segment, $31.0 million in the Sugar segment and $4.7 million in the remaining businesses. For the Pork segment, $12.8 million was spent constructing additional hog finishing space, $9.3 million was spent on the construction of a biodiesel plant and $8.2 million was spent on the ham-boning and processing plant. For the Marine segment, $36.5 million was spent to purchase cargo carrying and handling equipment. In the Sugar segment, $10.4 million was used for development of the cogeneration power plant with the remaining capital expenditures being used primarily for expansion of alcohol distillery operations and expansion of cane growing operations. All other capital expenditures were primarily of a normal recurring nature and primarily included replacement of machinery and equipment, and general facility modernizations and upgrades.

During 2007 Seaboard invested $164.2 million in property, plant and equipment, of which $78.1 million was expended in the Pork segment, $3.0 million in the Commodity Trading and Milling segment, $61.0 million in the Marine segment, $21.4 million in the Sugar segment and $0.7 million in the remaining businesses. For the Pork segment, $31.7 million was spent on the construction of a biodiesel plant and $22.9 million was spent constructing additional hog finishing space. For the Marine segment, $21.8 million was spent to purchase two containerized cargo vessels and $21.4 million was spent to purchase cargo carrying and handling equipment. In the Sugar segment, the capital expenditures were primarily used for expansion of cane growing operations, various improvements to the sugar mill and expansion of alcohol distillery operations. All other capital expenditures were primarily of a normal recurring nature and primarily included replacements of machinery and equipment, and general facility modernizations and upgrades.

On March 2, 2009, an agreement became effective under which Seaboard will sell its two power barges in the Dominican Republic on or around January 1, 2011 for $70.0 million. During March 2009, $15.0 million was paid to Seaboard and the $55.0 million balance of the purchase price was paid into escrow and will be paid to Seaboard at the closing of the sale. See Note 13 to the Consolidated Financial Statements for further discussion.

In late September 2007, Seaboard acquired for $8.5 million a 40% non-controlling interest, including cash contributed into the business, in a flour milling business located in Colombia. During the fourth quarter of 2007, Seaboard acquired for $6.6 million a 50% non-controlling interest in a grain trading business in Peru. Both investments are accounted for using the equity method.

In January 2007, Seaboard repurchased the 4.74% equity interest in its subsidiary, Seaboard Foods LLC, from the former owners of Daily's. As part of the Purchase Agreement, on January 2, 2007 Seaboard paid $30.0 million of the purchase price for the 4.74% equity interest to the former owners of Daily's. During the third quarter of 2007, Seaboard paid approximately $31.2 million to the former owners of Daily's as the final payment to repurchase their minority interest in Seaboard Foods, LLC. See Note 2 to the Consolidated Financial Statements for further discussion.

Financing Activities, Debt and Related Covenants

In the fourth quarter of 2009, Seaboard obtained letter of credit financing that replaced existing letters of credit resulting in an increase to borrowing capacity by approximately $16.3 million.

The following table represents a summary of Seaboard's available borrowing capacity as of December 31, 2009. At December 31, 2009, there were no borrowings outstanding under the committed lines of credit and borrowings under the uncommitted lines of credit totaled $33.8 million, all related to foreign subsidiaries. Letters of credit reduced Seaboard's borrowing capacity under its committed and uncommitted credit lines by $41.7 million and $3.8 million, respectively, primarily representing $26.4 million for Seaboard's outstanding Industrial Development Revenue Bonds and $16.8 million related to insurance coverage. Also included in notes payable at December 31, 2009 was a term note of $47.5 million denominated in U.S. dollars.


               Management's Discussion & Analysis

                                                       Total amount
(Thousands of dollars)                                  available

Long-term credit facilities - committed                   $300,000

Short-term uncommitted demand notes                        135,588

Uncommitted term note                                       47,500

Total borrowing capacity                                   483,088

Amounts drawn against lines                                (33,762)

Uncommitted term note                                      (47,500)

Letters of credit reducing borrowing availability          (45,500)

Available borrowing capacity at December 31, 2009         $356,326

Seaboard has capacity under existing covenants to undertake additional debt financings of approximately $844.8 million. As of December 31, 2009, Seaboard is in compliance with all restrictive covenants relating to these arrangements. 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.

Scheduled long-term debt maturities range from $1.5 million to $32.5 million per year, for a total of $36.4 million over the next three years. As of December 31, 2009, Seaboard has cash and short-term investments of $469.2 million, total working capital of $907.3 million and a $300.0 million line of credit maturing on July 10, 2013. Accordingly, management believes Seaboard's combination of internally generated cash, liquidity, capital resources and borrowing capabilities will be adequate for its existing operations and any currently known potential plans for expansion of existing operations or business segments for 2010. Management does, however, periodically review various alternatives for future financing to provide additional liquidity for future operating plans. Despite the current global business climate, management intends to continue seeking opportunities for expansion in the industries in which Seaboard operates, utilizing existing liquidity and available borrowing capacity, and currently does not plan to pursue other financing alternatives.

On November 6, 2009, the Board of Directors authorized up to $100 million for a new share repurchase program. The previous share repurchase program approved by the Board of Directors on August 7, 2007, ended on August 31, 2009. Seaboard used cash to repurchase 3,668 shares of common stock at a total price of $3.4 million in 2009, 3,852 shares of common stock at a total price of $5.0 million in 2008 and 17,089 shares of common stock at a total price of $30.5 million in 2007. See Note 12 for further discussion.

Contractual Obligations and Off-Balance-Sheet Arrangements

The following table provides a summary of Seaboard's contractual cash obligations as of December 31, 2009.

                                              Payments due by period
                                         Less than    1-3       3-5   More than
(Thousands  of  dollars)         Total     1 year    years     years   5 years

Vessel time and voyage-
  charter commitments        $  134,393  $ 69,631  $ 44,973  $ 19,789  $      -

Contract grower finishing
  agreements                     85,892    12,106    21,621    18,762    33,403

Other operating lease
  payments                      291,958    19,467    32,340    27,110   213,041

Total lease obligations         512,243   101,204    98,934    65,661   246,444

Long-term debt                   78,869     2,337    34,023     8,509    34,000

Short-term notes payable         81,262    81,262         -         -         -

Other purchase commitments      544,280   389,449   154,831         -         -

Total contractual cash
  obligations and
  commitments                $1,216,654  $574,252  $287,788  $ 74,170  $280,444


Management's Discussion & Analysis

The Marine segment enters into contracts to time-charter vessels for use in its operations. 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. 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 enters into commodity purchase contracts and ocean freight contracts, primarily to support sales commitments. Seaboard also leases various facilities and equipment under noncancelable operating lease agreements. 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 $1.4 million of guarantees to support certain activities of non-consolidated affiliates and 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, 2009 were $3,601.3 million, $4,267.8 million in 2008 and $3,213.3 million in 2007. The decrease in net sales in 2009 was primarily the result of price decreases for commodities sold by the commodity trading business, lower cargo volumes for the Marine segment and, to a lesser extent, a decrease in sales prices for pork products. Partially offsetting the decreases were increased commodities trading volumes to non-consolidated foreign affiliates. The increase in net sales in 2008 was primarily the result of significant price increases for commodities sold by the commodity trading business and, to a lesser extent, increased commodity trading volumes. Also increasing sales were higher cargo rates and, to a lesser extent, higher cargo volumes for the Marine segment.

Operating income was $23.7 million in 2009, $121.8 million in 2008 and $169.9 million in 2007. The 2009 decrease compared to 2008 primarily reflected lower commodity trading and Marine segment margins and a $32.6 million fluctuation of marking to market Commodity Trading and Milling derivative contracts, respectively, as discussed below. The decrease was partially offset by higher margins on pork products sold primarily from lower feed costs. The 2008 decrease compared to 2007 primarily reflected the higher feed costs for hogs as a result of higher corn prices and, to a lesser extent, higher soybean meal prices. Also decreasing operating income were lower margins on marine cargo services as a result of higher fuel prices and other related operating costs. The decreases were partially offset by the result of higher commodity trading margins that are not expected to repeat and the effect of the mark-to-market of derivatives in the Commodity Trading and Milling segment along with the higher cargo rates for the Marine segment.

On January 12, 2010, Haiti was struck by an earthquake. Seaboard has a non-controlling interest in a foreign affiliate with a flour mill operation in Lafiteau, Haiti. Part of this facility was severely damaged as a result of the earthquake. This affiliate business intends to rebuild the damaged part of the facility and will continue to operate the portion of the facility that was not damaged. This facility was fully insured, including business interruption and inventory coverage. Seaboard also sells wheat and flour to this business through Seaboard's commodity trading operations. In addition, the primary port in Haiti, located in Port-au-Prince from which Seaboard Marine's vessels normally dock, was severely damaged. Seaboard is not the owner operator of this port location but does operate a small terminal facility nearby that sustained minor damage from the earthquake, which is covered by insurance. Currently, Seaboard has no indication how long it will take before regular service can be resumed to Haiti's primary port but is currently routing cargoes through secondary ports in Haiti and the Dominican Republic. Based on management's current expectations, which includes assessment of anticipated insurance proceeds, this event will not have a material impact on the financial statements.

Pork Segment

(Dollars in millions)                  2009      2008      2007

Net sales                            $1,065.3  $1,126.0  $1,003.8
Operating income (loss)              $  (15.0) $  (45.9) $   39.5

Net sales of the Pork segment decreased $60.7 million for the year ended December 31, 2009 compared to 2008. The decrease was primarily the result of a decrease in overall sales prices for pork products, partially offset by higher volumes of pork products sold for export. Increased volumes were made possible by the expansion in daily capacity


Management's Discussion & Analysis

at the Guymon processing plant during the first quarter of 2008. The lower sales prices for pork products appear to be the result of an excess supply of pork products in the domestic market, the world economic challenges as well as the impacts of H1N1 flu related concerns. In April 2009, reports of a new flu strain believed to originate in Mexico rapidly received wide-spread public attention. In response to initial reports referring to this strain as "swine flu", certain countries banned U.S. pork exports and this segment noted a decrease in overall market prices for its pork products. By year-end, several foreign markets lifted their bans on imports of U.S. pork products and prices began to improve slightly.

Operating loss decreased $30.9 million for the year ended December 31, 2009 compared with 2008. The improvement was primarily a result of cost decreases more than offsetting the sales price decreases discussed above. The cost decreases primarily were related to lower feed costs (principally from lower corn prices), the impact of using the LIFO method for determining certain inventory costs, and lower costs of third party hogs. LIFO increased operating results by $17.9 million in 2009 compared to a decrease of $17.2 million in 2008 primarily as a result of lower costs to purchase corn and soybean meal during 2009. Also, in 2008 Seaboard incurred an impairment charge of $7.0 million as discussed below.

Management is unable to predict future market prices for pork products or the cost of feed and hogs purchased from third parties. Management anticipates this segment's results to improve to profitable levels in 2010 as sales prices for pork products begin to increase as long as costs, such as the price of corn used for feed, do not increase significantly. As discussed in Note 6 to the Consolidated Financial Statements, there is a possibility that some amount of the biodiesel plant could be deemed impaired during some future period including fiscal 2010, which may result in a charge to earnings if current projections are not met.

Net sales of the Pork segment increased $122.2 million for the year ended December 31, 2008 compared to 2007. The increase was primarily the result of higher pork sales volumes, which reflected increases in both domestic and export sales. The increased volumes were made possible by the expansion in daily capacity at the Guymon processing plant during the first quarter of 2008. Sales of biodiesel related to the start-up of the new biodiesel processing plant during the second quarter of 2008 also contributed to the increase in net sales. To a lesser extent, the results of the Pork segment were affected by higher pork product prices.

Operating income decreased $85.4 million for the year ended December 31, 2008 compared with 2007. The decrease was primarily a result of higher feed costs from higher corn prices and to a lesser extent, soybean meal prices. To a lesser extent, operating losses related to the start-up of the biodiesel plant affected operating income. In addition, as further discussed in Note 2 to the Consolidated Financial Statements, during the fourth quarter of 2008 Seaboard incurred an impairment charge of $7.0 million related to Daily's trade name. Partially offsetting these decreases was the increase in sales prices for pork products noted above.

Commodity Trading and Milling Segment

(Dollars in millions)                                2009      2008      2007

Net sales                                          $1,531.6  $1,897.4  $1,152.0

Operating income as reported                       $   24.8  $   96.5  $   20.9
 Less mark-to-market adjustments                       14.5     (18.1)     13.2
  Operating income excluding mark-to-market
  adjustments                                      $   39.3  $   78.4  $   34.1

Income from foreign affiliates                     $   19.1  $   12.6  $    5.2

Net sales of the Commodity Trading and Milling segment decreased $365.8 million for the year ended December 31, 2009 compared to 2008. The decrease was primarily the result of price decreases for commodities sold by the commodity trading business, especially for wheat, partially offset by increased commodity trading volumes to non-consolidated foreign affiliates. As worldwide commodity price fluctuations cannot be predicted, management is unable to predict the level of future sales.

Operating income decreased $71.7 million for 2009 compared to 2008. The decrease primarily reflected certain long inventory positions, especially wheat, taken by Seaboard which provided higher than average commodity trading margins during the first six months of 2008 as the price of these commodities significantly increased to historic highs at the time of sale in 2008. In addition, the decrease includes a $32.6 million fluctuation of marking to market the


Management's Discussion & Analysis

derivative contracts as discussed below. Operating income was also impacted by certain grain inventory related write-downs in 2009 and 2008 as discussed in Note 4 to the Consolidated Financial Statements.

Due to the uncertain political and economic conditions in the countries in which Seaboard operates and the current volatility in the commodity markets management is unable to predict future sales and operating results. However, management anticipates positive operating income for 2010, excluding the potential effects of marking to market derivative contracts.

If Seaboard had not applied mark-to-market accounting to its derivative instruments, operating income for 2009 and 2007 would have been higher by $14.5 million and $13.2 million, respectively, and 2008 would have been lower by $18.1 million. While management believes its commodity futures and options, foreign exchange contracts and forward freight agreements are primarily economic hedges of its firm purchase and sales contracts or anticipated sales contracts, Seaboard does not perform the extensive record-keeping required to account for these types of transactions as hedges for accounting purposes. Accordingly, while the changes in value of the derivative instruments were marked to market, the changes in value of the firm purchase or sales contracts were not marked to market. As products are delivered to customers, these mark-to-market adjustments should be primarily offset by realized margins or losses as revenue is recognized and thus, these mark-to-market adjustments could reverse in fiscal 2009. Management believes eliminating these adjustments, as noted in the table above, provides a more reasonable presentation to compare and evaluate year-to-year financial results for this segment.

Income from foreign affiliates for the year ended December 31, 2009 increased $6.5 million from 2008 primarily as a result of favorable market conditions for certain foreign affiliates. The increase was also the result of one of the entities discontinuing its operations by selling its trade name and certain assets to an entity in exchange for a minority ownership in such entity and a separate sale of land and building to a third party. Seaboard's proportionate share of these two transactions represents approximately $2.3 million of the income from foreign affiliates for 2009. See Note 5 to the Consolidated Financial Statements for further discussion. 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 although management anticipates that 2010 income from foreign affiliates will be lower than 2009.

Net sales of the Commodity Trading and Milling segment increased $745.4 million for the year ended December 31, 2008 compared to 2007. The increase was primarily the result of significantly higher prices of commodities sold by the commodity trading business, especially wheat, and, to a lesser extent, increased commodity trading volumes. The increased trading volumes were primarily a result of Seaboard expanding its business in new and existing markets, including trading rice.

Operating income increased $75.6 million for 2008 compared to 2007. The increase primarily reflected increased commodity trading margins and, to a lesser extent, the increased commodity trading volumes discussed above. The increase in commodity trading margins primarily reflected certain long inventory positions, principally wheat, previously taken by Seaboard, which provided higher than average commodity trading margins during the first half of 2008, as the price of these commodities significantly increased to historic highs at the time of sale. The increase also reflected the $31.3 million fluctuation of marking to market the derivative contracts as discussed above.

Income from foreign affiliates for the year ended December 31, 2008 increased $7.4 million from 2007 as a result of favorable market conditions.

Marine Segment

(Dollars in millions)                     2009     2008     2007

Net sales                                $737.6   $958.0   $822.2
Operating income                         $ 24.1   $ 62.4   $104.2

Net sales of the Marine segment decreased $220.4 million for the year ended December 31, 2009, compared to 2008 primarily as a result of economic declines in most markets served by Seaboard resulting in lower cargo volumes and, to a lesser extent, lower cargo rates especially during the last half of 2009.

Operating income decreased by $38.3 million compared to 2008. The decrease was primarily the result of lower rates, as discussed above, not being offset by comparable decreases in certain costs, such as port costs and


Management's Discussion & Analysis

stevedoring. However, significant decreases did occur related to fuel costs for vessels, charterhire and trucking expenses on a per unit shipped basis. Management cannot predict changes in future cargo volumes and cargo rates or to what extent changes in economic conditions in markets served will continue to affect net sales or operating income during 2010. However, management anticipates this segment will be profitable in 2010 although somewhat lower during the first half than 2009 given the recent fluctuations in global trade volume and cargo rates.

Net sales of the Marine segment increased $135.8 million for the year ended December 31, 2008, compared to 2007 primarily as a result of higher cargo rates and, to a lesser extent, higher cargo volumes. Cargo rates were higher in certain markets primarily as a result of higher cost-recovery surcharges for fuel. Cargo volumes were higher as a result of the expansion of services provided in certain markets and favorable economic conditions during 2008 in several Latin American markets served.

Operating income decreased by $41.8 million compared to 2007. The decrease was primarily the result of significantly higher fuel costs for vessels on a per unit shipped basis. Operating income also decreased as a result of higher operating costs on a per unit shipped basis including charter hire and owned-vessel operating costs, trucking, terminal costs and stevedoring.

Sugar Segment

(Dollars in millions)                     2009     2008     2007

Net sales                                $143.0   $142.1   $125.9
Operating income (loss)                  $ (0.9)  $  3.7   $ 15.5
Income from foreign affiliates           $  1.0   $  0.5   $  0.4

Net sales of the Sugar segment increased $0.9 million for the year ended December 31, 2009 compared to 2008. The increase is primarily the result of increased volumes produced and sold in the export markets partially offset by lower domestic sugar prices and the elimination of the citrus operations. Argentine governmental authorities continue to attempt to control inflation by limiting the price of basic commodities, including sugar. Accordingly, management cannot predict sugar prices for 2010.

Operating income decreased $4.6 million during 2009 compared to 2008 primarily as a result of lower margins on alcohol sales from lower sales prices and lower margins from the citrus operations. Although the citrus operations had negative margins for 2008, during 2009 the negative margins were slightly higher as this segment recorded a $5.3 million charge to earnings during the first and second quarters of 2009 related to the write-down of citrus inventories, the integration and transformation of land previously used for citrus production into sugar cane production and related costs as discussed in Note 9 to the Condensed Consolidated Financial Statements. The decrease also reflects higher selling and administrative personnel costs in 2009. Management anticipates higher operating income in this segment for 2010 compared to 2009. In the first quarter of 2010, this segment began sales of dehydrated alcohol to certain local oil companies under the national bio-ethanol program which requires alcohol to be blended with gasoline. In addition, the construction of a 40 megawatt cogeneration power plant is expected to be completed during the third quarter of 2010.

Net sales of the Sugar and Citrus segment increased $16.2 million for the year ended December 31, 2008 compared to 2007. The increase primarily reflected higher domestic sugar prices. Operating income decreased $11.8 million during 2008 compared to 2007 primarily as a result of losses incurred by the citrus and juice businesses, principally from citrus quality issues and increased production costs for the juice business. In addition, operating income decreased as a result of higher selling and administrative personnel costs. Total gross margin from sugar sales did not increase in 2008 compared to 2007 as the higher sugar prices discussed above were primarily offset by a higher percentage of sales from sugar purchased from third parties for resale. This sugar had a significantly lower margin compared to sugar produced by Seaboard. Increased production costs also affected gross margin from sugar sales.

Power Segment

(Dollars in millions)                     2009     2008     2007

Net sales                                $107.1   $129.4   $ 94.0
Operating income                         $  8.2   $  7.8   $  5.4

Net sales for the Power segment decreased $22.3 million for 2009 compared to 2008 primarily reflecting lower rates. The lower rates were attributable primarily to lower fuel costs, a component of pricing. Operating income increased $0.4 million during 2009 compared to 2008 primarily as a result of lower production costs partially offset by higher administrative personnel costs. Management cannot predict future fuel costs or the extent to which rates will fluctuate compared to fuel costs, although management anticipates this segment to remain profitable in 2010. See Note 13 to the Consolidated Financial Statements for the pending sale of certain assets of this business on or around January 1, 2011. Accordingly, such assets are classified as held for sale as of December 31, 2009 and depreciation ceased on these assets as of January 1, 2010.

Net sales for the Power segment increased $35.4 million for 2008 compared to 2007 primarily as a result of higher rates. The higher rates were attributable primarily to higher fuel costs, a component of pricing. Operating income increased $2.4 million during 2008 compared to 2007 primarily as a result of higher rates being in excess of higher fuel costs.

Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses for the year ended December 31, 2009 increased by $18.0 million over 2008 to $193.9 million. This increase was primarily due to increased personnel costs, including increased costs of $13.9 million, included in Corporate expenses, related to Seaboard's deferred compensation programs (which are offset by the effect of the mark- to-market investments recorded in other investment income discussed below). As a percentage of revenues, SG&A increased to 5.4% for 2009 compared to 4.1% for 2008 primarily as a result of decreased sales in the Commodity Trading and Milling and Marine segments.

SG&A expenses for the year ended December 31, 2008 increased by $3.8 million over 2007 to $175.9 million. This increase was primarily due to increased personnel costs. Partially offsetting the increase were decreased costs related to Seaboard's deferred compensation programs (which are offset by the effect of the mark- to-market investments recorded in other investment income discussed below). Also, partially offsetting the increase was a $3.7 million pension settlement loss recognized in the first quarter of 2007 related to the late Mr. H. H. Bresky's retirement payment in February 2007 as discussed in Note 10 to the Consolidated Financial Statements. As a percentage of revenues, SG&A decreased to 4.1% for 2008 compared to 5.4% for 2007 primarily as a result of increased sales in the Commodity Trading and Milling segment.

Interest Expense

Interest expense totaled $13.2 million, $15.4 million and $12.6 million for the years ended December 31, 2009, 2008 and 2007, respectively. Interest expense decreased for 2009 compared to 2008, primarily as a result of a lower average level of both short-term and long-term borrowings outstanding during 2009 partially offset by higher average interest rates on short-term borrowings outstanding. Interest expense increased for 2008 compared to 2007, primarily as a result of a higher average level of short-term borrowings outstanding during 2008 partially offset by a lower average level of long-term borrowings outstanding.

Interest Income

Interest income totaled $17.3 million, $14.9 million and $18.9 million for the years ended December 31, 2009, 2008 and 2007, respectively. The increase for 2009 primarily reflected an increase in average funds invested. The decrease for 2008 primarily reflected a decrease in average funds invested.

Foreign Currency Gains (Losses)

Foreign currency gains (losses) totaled $2.4 million, $(19.7) million and $0.1 million for the years ended December 31, 2009, 2008 and 2007, respectively. The fluctuation for 2009 compared to 2008 primarily related to the unusually high currency losses incurred during the fourth quarter of 2008, as noted below, from the global liquidity crisis occurring at that time which did not occur during 2009. The fluctuation for 2008 compared to 2007 primarily related to currency translation and realized losses in the commodity trading business related to transactions denominated in South African rand and, to a lesser extent, the Euro Zone euro principally during the fourth quarter of


Management's Discussion & Analysis

2008. Although Seaboard does not utilize hedge accounting, the commodity trading business does utilize foreign currency exchange contracts to manage its risks and exposure to foreign currency fluctuations caused primarily by the South African rand and the Euro Zone euro. Management believes the gains and losses, including the mark-to-market effects, of these foreign currency contracts relate to the underlying commodity transactions and classifies such gains and losses in cost of sales. In addition, the 2008 loss includes currency losses related to the yen based borrowing by the Sugar segment, principally during the fourth quarter of 2008. A significant portion of this currency loss was offset by a currency gain on the underlying debt, which was recorded in a cumulative translation adjustment account in equity as of December 31, 2008. Seaboard operates in many developing countries. The political and economic conditions of these markets, along with fluctuations in the value of the U.S. dollar, cause volatility in currency exchange rates which exposes Seaboard to fluctuating foreign currency gains and losses which cannot be predicted by Seaboard.

Other Investment Income, Net

Other investment income, net totaled $15.5 million, $7.5 million and $6.1 million for the years ended December 31, 2009, 2008 and 2007, respectively. Other investment income for 2009 primarily reflected income of $6.0 million in the Power segment related to the settlement of a receivable, not directly related to its business and purchased at a discount, gains of $4.3 million in the mark-to-market value of Seaboard's investments related to the deferred compensation programs and gains of $2.8 million on debt trading securities. Other investment income for 2008 primarily reflected $8.9 million on equity securities transactions, income of $7.6 million in the Power segment related to the settlement of a receivable, not directly related to its business and purchased at a discount, and income of $1.1 million related to the assignment of rights related to an investment as discussed in Note 13 to the Consolidated Financial Statements. Partially offsetting the above income items was a $9.6 million loss in the mark-to-market value of Seaboard's investments related to the deferred compensation programs in 2008.

Gain on Disputed Sale, Net

In July 2009, Seaboard Corporation, and affiliated companies in its Commodity Trading and Milling segment, resolved a dispute with a third party related to a 2005 transaction in which a portion of its trading operations was sold to a firm located abroad. As a result of this action, Seaboard Overseas Limited received $16.8 million, net of expenses, in the third quarter of 2009. There was no tax expense on this transaction.

Miscellaneous, Net

Miscellaneous, net totaled $6.5 million, $2.5 million and $5.2 million and for the years ended December 31, 2009, 2008 and 2007, respectively. For 2009, miscellaneous, net included a $5.3 million gain on interest exchange agreements. During the second quarter of 2007, Seaboard recognized a gain of $4.1 million from a favorable settlement received in June 2007 related to a land expropriation in Argentina. This land settlement was recorded as miscellaneous income since the land was expropriated prior to Seaboard's purchase of the sugar and citrus business, thus never a part of the sugar and citrus operations recorded by Seaboard.

Income Tax Expense

The effective tax benefit rate decreased for 2009 compared to 2008 primarily from lower permanently deferred foreign earnings and lower domestic taxable loss. The effective tax rate decreased for 2008 compared to 2007 primarily from lower domestic taxable income resulting in a tax benefit based on domestic taxable loss compared to permanently deferred foreign earnings.

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 conducts its pork operations are restrictive. Future changes in environmental or corporate farming laws could adversely affect the manner in which Seaboard operates its business and its cost structure.

In June 2009, the FASB issued ASC Topic 810-10 (formerly Financial Accounting Standard (FAS) No. 167 "Amendments to FASB Interpretation No. 46(R)"). This Topic amends Interpretation 46(R) and requires an enterprise to perform an analysis to determine whether the enterprise's variable interest or interests give it a controlling financial interest in a variable interest entity (VIE). This analysis identifies the primary beneficiary of a VIE as the enterprise


Management's Discussion & Analysis

that has both the power to direct the most significant activities of a VIE and the obligation to absorb losses or the right to receive benefits from the VIE.

This Topic eliminates the quantitative approach previously required for determining the primary beneficiary of the VIE, which was based on determining which enterprise absorbs the majority of the entity's expected losses, receives a majority of the entity's expected residual returns, or both. This Topic also amends Interpretation 46(R) to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and requires certain additional disclosures about the VIE. Seaboard will be required to adopt this Topic as of January 1, 2010. Management believes the adoption of this Topic will not 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 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 total current and long-term receivables are heavily weighted toward foreign receivables ($181.6 million or 59.7% at December 31, 2009), including receivables due from foreign affiliates ($47.4 million at December 31, 2009) and receivables in the Power segment, which generally represent more of a collection risk than its domestic receivables. Receivables due from foreign affiliates are generally associated with entities located in foreign countries considered underdeveloped, as discussed below, which can experience conditions causing sudden changes to their ability to repay such receivables on a timely basis or in full. 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. For example, currently the Power segment sells approximately 34% of its power generation to a government-owned distribution company under a short-term contract that expires at the end of March 2010 and for which Seaboard bears a concentrated credit risk as this customer is usually behind in its payments on account. As of December 31, 2009, this customer account had billings outstanding of $12.8 million. Future collections of receivables 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. Bad debt expense for the years ended December 31, 2009, 2008 and 2007 was $2.1 million, $0.8 million and $1.4 million, respectively.

Valuation of Inventories - Inventories are generally valued at the lower of cost or market. In determining market, management makes assumptions regarding replacement costs, estimated sales prices, estimated costs to complete, estimated disposal costs, and normal profit margins. For commodity trading inventories, when contract performance by a customer becomes a concern, management must also evaluate available options to dispose of the inventory, including assumptions about potential negotiated changes to sales contracts, sales prices in alternative markets in various foreign countries and potentially additional transportation costs. At times, management must consider probability weighting various viable alternatives in its determination of the net realizable value of the inventories. These assumptions and probabilities are subjective in nature and are based on management's best estimates and judgments existing at the time of preparation. Changes in future market prices of grains or facts and circumstances could result in a material write-down in value of inventory or increased future margins on the sale of inventory.

Impairment of Long-lived Assets - At each balance sheet date, long-lived assets, primarily property, plant and equipment, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount


Management's Discussion & Analysis

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 group. 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. Some of the key assumptions utilized in determining future projected cash flows include estimated growth rates, expected future sales prices and estimated costs. In some cases, judgment is also required in assigning probability weighting to the various future cash flow scenarios. The probability weighting percentages used and the various future projected cash flow models prepared by management are based on facts and circumstances existing at the time of preparation and management's best estimates and judgment of future operating results. Seaboard cannot predict the occurrence of certain future events that might adversely affect the reported value of long-lived assets, which include but are not limited to, a change in the business climate, government incentives, a negative change in relationships with significant customers, and changes to strategic decisions made in response to economic and competitive conditions. Changes in these facts, circumstances and management's estimates and judgment could result in an impairment of fixed assets resulting in a material charge to earnings. See Note 6 to the Consolidated Financial Statements for further discussion on the Pork Segment and its recorded value for the biodiesel processing plant of $43.2 million at December 31, 2009.

Goodwill and Other Intangible Assets - Goodwill and other indefinite-life intangible assets, not subject to amortization, are evaluated annually for impairment at the quarter-end closest to the anniversary date of the acquisition, or more frequently if circumstances indicate that impairment is likely. The impairment tests require management to make judgments in determining what assumptions to use in estimating fair value. One of the methods used by Seaboard to determine fair value is the income approach using discounted future projected cash flows. Some of the key assumptions utilized in determining future projected cash flows include estimated growth rates, expected future sales prices and costs, and future capital expenditures requirements. In some cases, judgment is also required in assigning probability weighting to the various future cash flow scenarios. The probability weighting percentages used and the various future projected cash flow models prepared by management are based on facts and circumstances existing at the time of preparation and management's best estimates and judgment of future operating results. Seaboard cannot predict the occurrence of certain future events that might adversely affect the reported value of goodwill and indefinite-life intangible assets that may include, but are not limited to, a change in the business climate, a negative change in relationships with significant customers, and changes to strategic decisions, including decisions to expand, made in response to economic and competitive conditions. Changes in these facts, circumstances and management's estimates and judgment could result in an impairment of goodwill and/or other intangible assets resulting in a material charge to earnings. See Note 2 to the Consolidated Financial Statements for further discussion regarding the Pork segment and its recorded intangible asset values related to Daily's, including an impairment charge of $7.0 million recorded in the fourth quarter of 2008 related to Daily's trade name. At December 31, 2009, Seaboard had goodwill of $40.6 million and other intangible assets not subject to amortization of $17.0 million.

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, 2009, Seaboard has deferred tax assets of $65.3 million, net of the valuation allowance of $28.6 million, and deferred tax liabilities of $114.4 million. For the years ended December 31, 2009, 2008 and 2007, income tax expense included $(11.5) million, $(6.3) million and $(22.5) million, respectively, for deferred taxes to federal, foreign, state and local taxing jurisdictions.

Accrued Pension Liability - The measurement of Seaboard's pension liability and related expense is dependent on a variety of assumptions and estimates regarding future events. These assumptions include discount rates, assumed rate of return on plan assets, compensation increases, turnover rates, mortality rates and retirement rates. The discount rate and return on plan assets are important elements of liability and expense measurement and are reviewed on an annual basis. The effect of decreasing both the discount rate and assumed rate of return on plan


Management's Discussion & Analysis

assets by 50 basis points would be an increase in pension expense of approximately $1.6 million per year. The effects of actual results differing from the assumptions (i.e. gains or losses) are primarily accumulated in accrued pension liability and amortized over future periods if it exceeds the 10% corridor and, therefore, could affect Seaboard's recognized pension expense in such future periods, as permitted under ASC Topic 715 (formerly FAS No. 87, "Employers' Accounting for Pensions"). Accordingly, accumulated gains or losses in excess of the 10% corridor are amortized over the average future service of active participants. The unrecognized losses as of December 31, 2008 exceeded this 10% threshold as a result of the significant investment losses incurred during 2008. As a result, Seaboard's pension expense for its defined benefit pension plan for its salaried and clerical employees increased by approximately $3.1 million for 2009 as compared to 2008 due to loss amortization. See Note 10 to the Consolidated Financial Statements for further discussion of management's assumptions and projected 2010 expense.

DERIVATIVE INFORMATION

Seaboard is exposed to various types of market risks in its day- to-day operations. Primary market risk exposures result from changing commodity prices, freight rates, foreign currency exchange rates and interest rates. Although used to manage overall market risks, Seaboard does not perform the extensive record-keeping required to account for derivative transactions as hedges. Management believes it uses derivatives primarily as 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 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.

Changes in commodity prices affect the cost of necessary raw materials and other inventories, finished product sales and firm sales commitments. Seaboard uses various grain and oilseed futures and options purchase contracts to manage certain risks of increasing prices of raw materials and firm sales commitments or anticipated sales contracts. 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, and pork bellies and hog futures are used to manage risks of fluctuating prices of pork product inventories and related future sales. From time to time, Seaboard may enter into short positions in energy related resources (i.e. heating oil, crude oil, etc.) to manage certain exposures related to bioenergy margins. Inventories that are sensitive to changes in commodity prices, including carrying amounts at December 31, 2009 and 2008, 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.

From time-to-time, the Commodity Trading and Milling segment enters into certain forward freight agreements, viewed as taking long positions in the freight market as well as covering short freight sales, which may or may not result in actual losses when future trades are executed. These forward freight agreements are viewed by management as an economic hedge against the potential of future rising charter hire rates to be incurred by this segment for bulk cargo shipping while conducting its business of delivering grains to customers in many international locations. Forward freight agreements had virtually no net exposure to a change in market price as the two open forward freight agreements offset each other at December 31, 2008. As of December 31, 2009, there were no such agreements outstanding.

Because changes in foreign currency exchange rates affect 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 affect the cash required to service variable rate debt. From time to time, Seaboard uses interest rate swaps to manage risks of increasing interest rates.

In December 2008 and again in March 2009, Seaboard entered into ten-year interest rate exchange agreements which involves the exchange of fixed-rate and variable-rate interest payments over the life of the agreements without the exchange of the underlying notional amounts to mitigate the effects of fluctuations in interest rates on variable rate debt. Seaboard agreed to pay a fixed rate and receive a variable rate of interest on two notional amounts of $25.0 million each. In June 2009, Seaboard terminated both interest rate exchange agreements with a total notional value of $50.0 million. As of December 31, 2009, there were no interest rate exchange agreements outstanding.


Management's Discussion & Analysis

The following table presents the sensitivity of the fair value of Seaboard's open net commodity future and option contracts, forward freight agreements, foreign currency contracts and interest rate exchange agreements to a hypothetical 10% adverse change in market prices or in foreign exchange rates and interest rates as of December 31, 2009 and December 31, 2008. For all open derivatives, the fair value of such positions is a summation of the fair values calculated for each item by valuing each net position at quoted market prices as of the applicable date.

(Thousands of dollars)   December 31, 2009      December 31, 2008

Grains and oilseeds         $   9,808              $   5,788
Hogs and pork bellies             186                    868
Energy related resources          284                    253
Foreign currencies             23,080                 21,414
Interest rates                      -                    570

The table below provides information about Seaboard's non-trading financial instruments sensitive to changes in interest rates at December 31, 2009. For debt obligations, the table presents principal cash flows and related weighted average interest rates by expected maturity dates. At December 31, 2009, long-term debt included foreign subsidiary obligations of $0.7 million denominated in CFA francs (a currency used in several central African countries), $0.2 million payable in Argentine pesos and the foreign subsidiary obligations denominated in Mozambique metical were repaid in 2009. At December 31, 2008, long-term debt included foreign subsidiary obligations of $1.1 million denominated in CFA francs, $0.3 million payable in Argentine pesos, and $0.1 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) 2010   2011     2012    2013    2014 Thereafter   Total

Long-term debt:

 Fixed rate        $2,105   $1,477  $32,546  $  556  $  153   $     -   $36,837

 Average interest
  rate             11.33%    8.87%    7.03%  15.92%  15.92%         -     7.52%

 Variable rate     $  232   $    -  $     -  $    -  $7,800   $34,000   $42,032

 Average interest
  rate              7.00%        -        -       -   0.39%     0.41%     0.44%

Non-trading financial instruments sensitive to changes in interest rates at December 31, 2008 consisted of fixed rate long- term debt totaling $83.6 million with an average interest rate of 6.84%, and variable rate long-term debt totaling $42.1 million with an average interest rate of 1.44%.


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 Rule 13a-15(f). 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, 2009.

Seaboard's registered independent public accounting firm, that audited the consolidated financial statements included in the annual report, has issued an audit report on the effectiveness 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, 2009 and 2008, 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, 2009. 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 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 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, 2009 and 2008, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Seaboard Corporation's internal control over financial reporting as of December 31, 2009, 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 5, 2010 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

                                   /s/KPMG LLP

Kansas City, Missouri
March 5, 2010


Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Seaboard Corporation:

We have audited Seaboard Corporation's internal control over financial reporting as of December 31, 2009, 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, included in the accompanying "Management's Report on Internal Control over Financial Reporting". Our responsibility is to express an opinion on 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, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included 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, Seaboard Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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, 2009 and 2008, 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, 2009, and our report dated March 5, 2010 expressed an unqualified opinion on those consolidated financial statements.

                                      /s/KPMG LLP


Kansas City, Missouri
March 5, 2010


SEABOARD CORPORATION
Consolidated Statement of Earnings

                                                   Years ended December 31,
(Thousands of dollars except per share amounts)   2009       2008       2007

Net sales:

Products (includes sales to foreign
  affiliates of $543,066, $587,922
  and $299,174)                               $2,718,736 $3,144,432 $2,268,310
Service revenues                                 775,498    993,942    851,038
Other                                            107,074    129,430     93,953
 Total net sales                               3,601,308  4,267,804  3,213,301

Cost of sales and operating expenses:
Products                                       2,619,396  3,005,924  2,120,412
Services                                         671,598    847,956    667,146
Other                                             92,701    116,253     83,769
 Total cost of sales and operating expenses    3,383,695  3,970,133  2,871,327

Gross income                                     217,613    297,671    341,974

Selling, general and administrative expenses     193,890    175,862    172,059

 Operating income                                 23,723    121,809    169,915

Other income (expense):
   Interest expense                              (13,158)   (15,354)   (12,588)
   Interest income                                17,336     14,939     18,867
   Income from foreign affiliates                 20,158     13,084      3,874
   Foreign currency gain (loss), net               2,432    (19,713)       120
   Other investment income, net                   15,500      7,522      6,065
   Gain on disputed sale, net of expenses         16,787          -          -
   Miscellaneous, net                              6,463      2,539      5,192
    Total other income, net                       65,518      3,017     21,530

Earnings before income taxes                      89,241    124,826    191,445

Income tax benefit (expense)                       2,276     22,689    (10,177)

Net earnings                                  $   91,517 $  147,515 $  181,268
  Less: Net (income) loss attributable to
   noncontrolling interests                          965       (596)        64

Net earnings attributable to Seaboard         $   92,482 $  146,919 $  181,332


Earnings per common share                     $    74.74 $   118.19 $   144.15

Weighted average shares outstanding            1,237,452  1,243,087  1,257,901

Dividends declared per common share           $     3.00 $     3.00 $     3.00

See accompanying notes to consolidated financial statements.


SEABOARD CORPORATION

                          Consolidated Balance Sheets

                                                             December 31,
(Thousands of dollars except per share amounts)           2009          2008

                                Assets

Current assets:

   Cash and cash equivalents                          $   61,857    $   60,594

   Short-term investments                                407,351       312,680

   Receivables:
      Trade                                              194,764       207,534
      Due from foreign affiliates                         47,352       100,434
      Other                                               35,861        60,012
                                                         277,977       367,980
      Allowance for doubtful accounts                     (7,330)       (7,303)
        Net receivables                                  270,647       360,677

   Inventories                                           498,587       508,995

   Deferred income taxes                                  10,490        14,195

   Deferred costs                                         95,788        20,546

   Other current assets                                   80,582        94,167

        Total current assets                           1,425,302     1,371,854

Investments in and advances to foreign affiliates         82,232        68,091

Net property, plant and equipment                        691,343       763,675

Goodwill                                                  40,628        40,628

Intangible assets, net                                    20,676        22,285

Other assets                                              76,952        64,828

Total Assets                                          $2,337,133    $2,331,361

                 Liabilities and Stockholders' Equity

Current liabilities:

   Notes payable to banks                             $   81,262    $  177,205

   Current maturities of long-term debt                    2,337        47,054

   Accounts payable                                      141,193       122,869

   Accrued compensation and benefits                      84,165        72,857

   Deferred revenue                                      112,889        50,252

   Accrued voyage costs                                   33,874        48,382

   Other accrued liabilities                              62,320        73,472

      Total current liabilities                          518,040       592,091

Long-term debt, less current maturities                   76,532        78,560

Deferred income taxes                                     59,546        81,205

Accrued pension liability                                 64,161        70,920

Other liabilities                                         73,435        45,007

      Total non-current and deferred liabilities         273,674       275,692

Commitments and contingent liabilities

Stockholders' equity:

   Common stock of $1 par value.  Authorized 1,250,000
    and 4,000,000 shares; issued and outstanding
    1,236,758 and 1,240,426 shares                         1,237         1,240

   Accumulated other comprehensive loss                 (114,786)     (111,703)

   Retained earnings                                   1,655,222     1,569,818

Total Seaboard stockholders' equity                    1,541,673     1,459,355

   Noncontrolling interests                                3,746         4,223

Total equity                                           1,545,419     1,463,578

Total Liabilities and Stockholders' Equity            $2,337,133    $2,331,361

See accompanying notes to consolidated financial statements.


SEABOARD CORPORATION

                          Consolidated Statement of Cash Flows

                                                   Years ended December 31,
(Thousands of dollars)                            2009      2008        2007

   Cash flows from operating activities:

   Net earnings                                $  91,517 $ 147,515 $   181,268

   Adjustments to reconcile net earnings to cash
     from operating activities:
       Depreciation and amortization              91,841    90,381      79,221
       Income from foreign affiliates            (20,158)  (13,084)     (3,874)
       Dividends received from foreign affiliates  7,906     1,333       1,954
       Other investment income, net              (15,500)   (7,522)     (6,065)
       Foreign currency exchange losses            6,578    19,606       4,496
       Deferred income taxes                     (15,298)   (7,602)    (26,740)
       Loss (gain) from sale of fixed assets         530        39      (1,285)
       Gain on disputed sale, net of expenses    (16,787)        -           -
       Intangible asset impairment charge              -     7,000           -
   Changes in current assets and liabilities,
     net of portion of operations sold and
     business acquired:
        Receivables, net of allowance             93,861   (14,518)    (80,360)
        Inventories                                1,552  (119,859)    (52,699)
        Other current assets                     (58,823)  (44,344)    (20,968)
        Current liabilities, exclusive of debt    69,738    43,264      63,255
   Other, net                                      9,400     9,057       7,630
Net cash from operating activities               246,357   111,266     145,833

   Cash flows from investing activities:
   Purchase of short-term investments           (346,522) (287,411) (1,683,849)
   Proceeds from the sale of short-term
    investments                                  211,403   204,494   1,851,589
   Proceeds from the maturity of short-term
    investments                                   66,842    61,675      24,842
   Purchase of long-term investments              (3,108)        -      (2,000)
   Investments in and advances to foreign
    affiliates, net                                   71      (710)    (15,192)
   Capital expenditures                          (54,276) (134,634)   (164,173)
   Repurchase of noncontrolling interest in a
    controlled subsidiary                              -         -     (61,260)
   Proceeds from the sale of fixed assets          3,255     4,412       4,148
   Payment received for the potential sale of
    power barges                                  15,000         -           -
   Net proceeds from disputed sale                16,787         -           -
   Other, net                                         46      (442)     (4,754)
Net cash from investing activities               (90,502) (152,616)    (50,649)

   Cash flows from financing activities:
   Notes payable to banks, net                   (95,072)   79,354      19,111
   Principal payments of long-term debt          (46,914)  (11,679)    (63,536)
   Repurchase of common stock                     (3,370)   (5,012)    (30,488)
   Dividends paid                                 (3,711)   (3,728)     (3,765)
   Dividends paid to noncontrolling interests       (112)     (104)       (136)
   Other, net                                       (291)   (1,081)          -
Net cash from financing activities              (149,470)   57,750     (78,814)

Effect of exchange rate change on cash            (5,122)   (3,152)       (393)

Net change in cash and cash equivalents            1,263    13,248      15,977

Cash and cash equivalents at beginning of year    60,594    47,346      31,369

Cash and cash equivalents at end of year       $  61,857 $  60,594 $    47,346

See accompanying notes to consolidated financial statements.


                                                         SEABOARD CORPORATION
                                               Consolidated Statement of Changes in Equity

                                                                           Accumulated
                                                                              Other
                                                Common    Additional      Comprehensive    Retained   Noncontrolling
(Thousands of dollars except per share amounts)  Stock      Capital            Loss        Earnings      Interest        Total
Balances, January 1, 2007                       $ 1,261    $ 21,574         $ (82,493)    $1,262,965     $ 39,103      $1,242,410
Comprehensive income:
   Net earnings                                                                              181,332          (64)        181,268
   Other comprehensive income net
     of income tax expense of $(2,492):
       Foreign currency translation adjustment                                 (2,908)                                     (2,908)
       Unrealized gain on investments                                            (212)                                       (212)
       Unrecognized pension cost                                                7,059                                       7,059
       Unrealized loss on cash flow hedges                                         55                                          55
       Amortization of deferred
         gains on interest rate swaps                                            (152)                                       (152)
                  Total Comprehensive income                                                                              185,110
Purchase of noncontrolling interests                                                                      (37,932)        (37,932)
Dividends paid to noncontrolling interests                                                                   (136)           (136)
Repurchase of Common Stock                          (17)    (21,574)                          (8,897)                     (30,488)
Dividends on common stock                                                                     (3,765)                      (3,765)
Balances, December 31, 2007                       1,244           -           (78,651)     1,431,635          971       1,355,199

Comprehensive income:
   Net earnings                                                                              146,919          596         147,515
   Other comprehensive income net
     of income tax benefit of $11,525:
       Foreign currency translation adjustment                                 (9,492)                                     (9,492)
       Unrealized gain on investments                                             632                                         632
       Unrecognized pension cost                                              (24,192)                                    (24,192)
                  Total Comprehensive income                                                                              114,463
Addition of noncontrolling interests                                                                        2,760           2,760
Dividends paid to noncontrolling interests                                                                   (104)           (104)
Repurchase of Common Stock                           (4)                                      (5,008)                      (5,012)
Dividends on common stock                                                                     (3,728)                      (3,728)
Balances, December 31, 2008                       1,240           -          (111,703)     1,569,818        4,223       1,463,578

Comprehensive income:
   Net earnings                                                                               92,482         (965)         91,517
   Other comprehensive income net
     of income tax benefit of $3,206:
       Foreign currency translation adjustment                                 (9,365)                                     (9,365)
       Unrealized gain on investments                                             798                                         798
       Unrecognized pension cost                                                5,484                                       5,484
                  Total Comprehensive income                                                                               88,434
Addition of noncontrolling interests                                                                          600             600
Dividends paid to noncontrolling interests                                                                   (112)           (112)
Repurchase of Common Stock                           (3)          -                 -         (3,367)                      (3,370)
Dividends on common stock                                                                     (3,711)                      (3,711)
Balances, December 31, 2009                     $ 1,237    $      -         $(114,786)    $1,655,222     $  3,746      $1,545,419
                                          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. In the United States, Seaboard is primarily engaged in pork production and processing, and ocean transportation. Overseas, Seaboard is primarily engaged in commodity merchandising, grain processing, sugar production, and electric power generation. Seaboard Flour LLC and SFC Preferred LLC (Parent Companies) are the owners of 72.3% 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. 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, municipal debt securities, corporate bonds and U.S. government obligations and, on a limited basis, foreign government bonds, high yield bonds, currency futures and domestic equity securities. Investments held by Seaboard that are categorized as available-for-sale are reported at their estimated fair value with any related unrealized gains and losses reported net of tax, as a component of accumulated other comprehensive income. Investments held by Seaboard that are categorized as trading securities are reported at their estimated fair value with any unrealized gains and losses included in other investment income on the Consolidated Statement of Earnings. Debt securities that are categorized as held to maturity, are recorded at amortized cost, which is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest income. Gains and losses on sale of investments are generally based on the specific identification method.

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. For most operating segments, Seaboard uses a specific identification approach to determine, in management's judgment, the collection value of certain past due accounts based on contractual terms. 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. Grain, flour and feed inventories at foreign milling operations are valued at the lower of weighted average cost or market. All other inventories, including further processed pork products, are valued at the lower of first-in, first-out (FIFO) cost or market.

Deferred Costs

Deferred costs represent inventory delivered to customers and related shipping costs incurred for certain commodity trades that Seaboard has received the majority of payments for the trades (which are recorded as deferred revenues) but has not yet recognized as revenue as the final sale price is not yet fixed and determinable. The corresponding deferred margin on such trades is not deemed material.

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 and planned major maintenance, repairs, and minor renewals are expensed as incurred while major renewals and improvements are capitalized.


Notes to Consolidated Financial Statements

Impairment of Long-lived Assets

Long-lived assets, primarily property, plant and equipment, 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 undiscounted net cash flows expected to be generated by the asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated 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. See Note 6 for further discussion on the Pork Segment and its recorded value of the biodiesel processing plant.

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, or more frequently if circumstances indicate that impairment is likely. Separable intangible assets with finite lives are amortized over their estimated useful lives. Any one event or a combination of events such as change in the business climate, a negative change in relationships with significant customers, and changes to strategic decisions, including decisions to expand, made in response to economic or competitive conditions could require an interim assessment prior to the next required annual assessment. The most recent impairment tests performed and current market conditions indicated goodwill and other intangible assets are not impaired as of December 31, 2009. However, future conditions and marketplace changes could significantly impact prospective determinations of estimated cash flows as of December 31, 2009.

Accrued Self-Insurance

Seaboard is self-insured for certain levels of general and vehicle liability, property, workers' compensation, product recall and health care coverage. The cost of these self- insurance programs is accrued based upon estimated settlements for known and anticipated claims. Changes in estimates to previously recorded reserves are reflected in current operating results.

Deferred Grants

Included in other liabilities at December 31, 2009 and 2008 was $6,469,000 and $6,894,000, respectively, of deferred grants. The deferred grants represent economic development funds contributed by government entities that were limited to construction of a pork processing facility in Guymon, Oklahoma. Deferred grants are being amortized as a reduction of depreciation expense over the life of the assets acquired with the funds.

Asset Retirement Obligation

Seaboard has recorded long-lived assets and a related liability for the asset retirement obligation costs associated with the closure of the hog lagoons it is legally obligated to close in the future should Seaboard cease operations or plan to close such lagoons voluntarily in accordance with a changed operating plan. Based on detailed assessments and appraisals obtained to estimate the future retirement costs, Seaboard has determined and recorded the present value of the projected costs in non-current other liabilities on the Consolidated Balance Sheet, with the retirement asset depreciated over the economic life of the related asset. For 2009, the adjustment to existing lagoons relates to changes in certain state regulations for lagoon closures. The following table shows the changes in the asset retirement obligation during 2009 and 2008.

                                               Years ended December 31,
(Thousands of dollars)                               2009     2008

Beginning balance                                  $ 8,846   $8,117

Accretion expense                                      652      602

Liability for additional lagoons placed in service       -      127

Adjustment to existing lagoons                       1,592        -

Ending balance                                     $11,090   $8,846


Notes to Consolidated Financial Statements

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 Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 740-10-55 (formerly FASB 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 with expenses associated with containerized cargo service being recognized as incurred. Revenue of the commodity trading business is recognized when the commodity is delivered to the customer, collection is reasonably assured, and the sales price is fixed or determinable. Revenues from all other commercial exchanges are recognized at the time products are shipped or delivered in accordance with shipping terms or services rendered, the customer takes ownership and assumes risk of loss, collection is reasonably assured and the sales price is fixed or determinable. As a result of a marketing agreement with Triumph Foods, beginning in 2006, Seaboard's sales prices for its pork products included in product revenues are primarily based on a margin sharing arrangement that considers the average sales price and mix of products sold from both Seaboard's and Triumph Foods' hog processing plants. Seaboard earns a fee for marketing the pork products of Triumph Foods and recognizes this fee as service revenue primarily based on the number of head processed by Triumph Foods.

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.

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 the same for all periods presented.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, management considers all demand deposits and overnight investments as cash equivalents. Net cash from operating activities was increased and net cash from investing activities was decreased from prior year presentation by $1,333,000 and $1,954,000 for 2008 and 2007, respectively, to conform to the 2009 presentation of dividends received from foreign affiliates. The following table shows the amounts paid for interest and income taxes.

                                           Years ended December 31,
(Thousands of dollars)                     2009       2008     2007

Interest (net of amounts capitalized)   $ 13,845   $ 14,037 $ 11,733
Income taxes (net of refunds)            (10,542)    10,815   20,993

Supplemental Noncash Transactions

As more fully described in Note 13, in May 2009 Seaboard received sovereign government bonds of the Dominican Republic with a par value of $20,000,000 denominated in U.S. dollars to satisfy the same amount of outstanding billings owed by a customer that Seaboard had classified as long-term. During the fourth quarter of 2009, Seaboard sold a portion of these bonds with par value of $9,700,000. At December 31, 2009, the remaining $10,300,000 par value of bonds are classified as available-for-sale short term investments on the Consolidated Balance Sheet. During January and February 2010, Seaboard sold the remaining bonds resulting in an immaterial loss.


Notes to Consolidated Financial Statements

As more fully described in Note 2, Seaboard repurchased the 4.74% equity interest in Seaboard Foods LLC from the former owners of Daily's effective January 1, 2007. The following table summarizes the non-cash transactions resulting from this repurchase.

                                                   Year ended
(Thousands of dollars)                          December 31, 2007

Increase in fixed assets                              $    7,976
Increase in intangible assets                              3,745
Increase in goodwill                                      12,256
Decrease in non-controlling interest                      37,933
Increase in deferred income tax liability                   (650)
Cash paid                                             $   61,260

In the fourth quarter of 2007, the Power segment received $4,500,000 of fixed assets for the settlement of a receivable, not related to its business and purchased at a discount, and recognized a gain of $3,596,000 included in other investment income.

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. Included in foreign currency gain (loss), net for the years ended December 31, 2009, 2008 and 2007 was a foreign currency gain of $4,794,000, a foreign currency loss of $(4,575,000) and a foreign currency gain of $1,000,000, respectively. These losses and gains reflect the re- measurements as of December 31, 2008 and 2007 of a note payable denominated in Japanese Yen, as discussed in Note 8, of a foreign consolidated subsidiary accounted for on a one-month lag except for this re-measurement of this note payable. The currency gains for 2009 and 2007 and losses for 2008 were primarily offset by a mark-to-market currency loss for December in 2009 and 2007 and a gain in December for 2008 from a foreign currency derivative contract discussed in Note 9. The note payable and related foreign currency derivative were terminated in December 2009.

Seaboard's Sugar segment and three non-controlled, non- consolidated foreign affiliates (milling businesses in Colombia, Kenya and Lesotho), 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 recognizes 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 and foreign currency exchange agreements, and from time- to-time, forward freight 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


Notes to Consolidated Financial Statements

of December 31, 2009, 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.

New Accounting Standards

In June 2009, the FASB issued ASC Topic 810-10 (formerly Financial Accounting Standard (FAS) No. 167 "Amendments to FASB Interpretation No. 46(R)"). This Topic amends Interpretation 46(R) and requires an enterprise to perform an analysis to determine whether the enterprise's variable interest or interests give it a controlling financial interest in a variable interest entity (VIE). This analysis identifies the primary beneficiary of a VIE as the enterprise that has both the power to direct the most significant activities of a VIE and the obligation to absorb losses or the right to receive benefits from the VIE.

This Topic eliminates the quantitative approach previously required for determining the primary beneficiary of the VIE, which was based on determining which enterprise absorbs the majority of the entity's expected losses, receives a majority of the entity's expected residual returns, or both. This Topic also amends Interpretation 46(R) to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and requires certain additional disclosures about the VIE. Seaboard will be required to adopt this Topic as of January 1, 2010. Management believes the adoption of this Topic will not have a material impact on Seaboard's financial position or net earnings.

Recently Adopted Accounting Standards

Seaboard adopted FASB ASC Topic 810-10-65 (formerly FAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51") as of January 1, 2009. This Topic changed the accounting and reporting for minority interests, which are now recharacterized as noncontrolling interests. The noncontrolling interests are now classified as a component of equity. Noncontrolling interests are included in total stockholder's equity for all years stockholder's equity is presented. This Topic did not have a material impact on Seaboard's financial position or net earnings.

Note 2

Acquisitions and Repurchase of Noncontrolling Interest

On July 5, 2005, Seaboard acquired Daily's, a bacon processor located in the western United States. As part of this acquisition, a 4.74% equity interest in Seaboard Foods LLC was issued to the sellers. On December 27, 2006, Seaboard entered into a Purchase Agreement to repurchase the 4.74% equity interest in Foods from the former owners of Daily's effective January 1, 2007. As part of the Purchase Agreement, on January 2, 2007 Seaboard paid $30,000,000 of the purchase price for the 4.74% equity interest to the former owners of Daily's. Based on the formula of operating results and certain net cash flows through June 30, 2007, the final purchase price was determined to be $61,260,000, including transaction costs of $53,000. Seaboard paid the balance of the purchase price owed to the former owners of Daily's of $31,207,000 in August 2007. The total purchase price for the 4.74% equity interest in Seaboard Foods LLC of $61,260,000 represents $23,327,000 in excess of book value. Seaboard applied the purchase method of accounting for this step acquisition by allocating the purchase price to the fair value of the net assets acquired to the extent of the 4.74% change in ownership.

As a result of the Daily's acquisition and repurchase, the Pork segment is the only segment with goodwill or intangible assets. The following table is a summary of goodwill and intangible assets acquired from the Daily's acquisition and Seaboard's repurchase of Daily's 4.74% equity interest in Foods, at December 31, 2009 and 2008.


              Notes to Consolidated Financial Statements

                                                             December 31,
(Thousands of dollars)                                      2009     2008

Intangibles subject to amortization:
   Gross carrying amount:
         Customer relationships                           $ 9,045  $ 9,045
         Covenants not to compete                           1,500    1,500
                                                           10,545   10,545

   Accumulated amortization:
         Customer relationships                            (5,519)  (4,210)
         Covenants not to compete                          (1,350)  (1,050)
                                                           (6,869)  (5,260)

   Net carrying amount:
         Customer relationships                             3,526    4,835
         Covenants not to compete                             150      450
Intangibles subject to amortization, net                    3,676    5,285

Intangibles not subject to amortization:
   Carrying amount-trade names and registered trademarks   17,000   17,000

Total intangible assets, net                               20,676   22,285
Goodwill                                                   40,628   40,628

Total goodwill and intangible assets, net                 $61,304  $62,913

The amortization expense of amortizable intangible assets for the years ended December 31, 2009, 2008 and 2007 was $1,610,000, $1,610,000, and $1,610,000, respectively. Amortization expense for the five succeeding years is $930,000 for the next year and $250,000 each for the second, third, fourth and fifth year.

As of December 31, 2009, the Pork segment had $28,372,000 of goodwill and $17,000,000 of other intangible assets not subject to amortization in connection with its acquisition of Daily's in 2005. In 2008, revised projected future sales prices as of December 31, 2008 indicated the potential for impairment. In addition, the overall downturn of the United States economy and Seaboard's stock price trading below book value during the fourth quarter of 2008 provided additional indicators that Seaboard should reassess its annual evaluation for impairment related to Daily's intangible assets. This reassessment included downward revisions in previously used future projected sales volumes and royalty rate assumptions used in the measurement of Daily's trade name as a result of the current economic conditions. This analysis resulted in a $7,000,000 impairment charge recorded in cost of sales on the Consolidated Statements of Earnings during the fourth quarter of 2008 to write down the recorded value of Daily's trade name to its estimated fair value of $17,000,000 as of December 31, 2008. After this impairment charge, there was no indication of potential impairment of goodwill related to Daily's as the revised estimated enterprise fair value of Daily's exceeded its book value as of December 31, 2008. As of July 4, 2009, Seaboard conducted its annual evaluation for impairment of this goodwill and other intangible assets related to Daily's and, based on current market conditions indicating future sale price increases, additional processed meats sales volumes and related levels of estimated operating margins determined there was no impairment as of December 31, 2009.

Note 3

Short Term Investments

In April 2009, the FASB issued ASC Topic 320-10-65 (previously Staff Position FAS 115-2 and FAS 124-2 "Recognition and Presentation of Other-Than-Temporary Impairments"). This Topic amends the other-than-temporary guidance for debt securities to make the guidance more operational. This Topic also expands the disclosures required in Topic 320-10 to interim periods. Seaboard adopted this Topic in the second quarter of 2009. The adoption of this Topic did not have an impact on Seaboard's financial position or net earnings.

Seaboard's short-term investments are treated as either available- for-sale securities or trading securities. All of Seaboard's available-for-sale and trading securities are classified as current assets as they are readily available to support Seaboard's current operating needs. All of Seaboard's short term investments are recorded at their estimated fair market values.


Notes to Consolidated Financial Statements

As of December 31, 2009 and 2008, the available-for-sale investments primarily consisted of money market funds, fixed rate municipal notes and bonds, corporate bonds and U.S. Government agency securities. At December 31, 2009 and 2008, short-term investments included $14,710,000 and $14,553,000, respectively, held by a wholly-owned consolidated insurance captive to pay Seaboard's retention of accrued outstanding workers' compensation claims. At December 31, 2009 and 2008, amortized cost and estimated fair market value were not materially different for these investments. As of December 31, 2009, the trading securities primarily consisted of high yield debt securities. As of December 31, 2009 and 2008, unrealized gains related to trading securities were $2,206,000 and $2,763,000, respectively.

The following is a summary of the amortized cost and estimated fair value of short-term investments for both available for sale and trading securities at December 31, 2009 and 2008.

                                            2009                2008
                                     Amortized   Fair    Amortized    Fair
(Thousands of dollars)                  Cost     Value      Cost      Value

Money market funds                   $153,699  $153,699  $ 79,059   $ 79,059
Fixed rate municipal notes and bonds  144,794   148,609   170,150    173,096
Corporate bonds                        34,663    35,449     5,006      4,800
U.S. Government agency securities      15,907    16,272    25,338     25,514
Foreign government debt securities     10,300    10,210         -          -
Asset backed debt securities            8,447     8,484     4,250      4,068
Variable rate demand notes              1,900     1,900     7,900      7,900
Other                                   3,060     3,069     6,975      6,472
Total available for sale short-term
  investments                         372,770   377,692   298,678    300,909
High yield trading debt securities     24,784    26,771         -          -
Other trading debt securities           2,669     2,888         -          -
Domestic trading equity securities          -         -     9,008     11,771
Total available for sale and trading
  short-term investments             $400,223  $407,351  $307,686   $312,680

The following table summarizes the estimated fair value of fixed rate securities designated as available-for-sale classified by the contractual maturity date of the security as of December 31, 2009.

(Thousands of dollars)                                     2009

Due within one year                                      $ 55,764
Due after one year through three years                     99,562
Due after three years                                      58,471
 Total fixed rate securities                             $213,797

In addition to its short-term investments, Seaboard also has trading securities related to Seaboard's deferred compensation plans classified in other current assets on the Condensed Consolidated Balance Sheets. See Note 9 for information on the types of trading securities held related to the deferred compensation plans and Note 10 for a discussion of assets held in conjunction with investments related to Seaboard's defined benefit pension plan.


Notes to Consolidated Financial Statements

Note 4

Inventories

The following table is a summary of inventories at the end of each year.

                                                               December 31,
(Thousands of dollars)                                        2009      2008

At lower of LIFO cost or market:
  Live hogs and materials                                   $192,999  $201,654
  Fresh pork and materials                                    22,398    26,480
                                                             215,397   228,134
  LIFO adjustment                                            (22,807)  (40,672)
          Total inventories at lower of LIFO cost or market  192,590   187,462

At lower of FIFO cost or market:
  Grains and oilseeds                                        174,508   179,774
  Sugar produced and in process                               47,429    56,259
  Other                                                       46,804    36,964
          Total inventories at lower of FIFO cost or market  268,741   272,997

Grain, flour and feed at lower of weighted average cost or
 market                                                       37,256    48,536
           Total inventories                                $498,587  $508,995

The use of the LIFO method increased 2009 earnings by $10,898,000 ($8.81 per common share) and decreased 2008 and 2007 net earnings by $10,469,000 ($8.42 per common share) and $15,230,000 ($12.11 per common share), respectively. If the FIFO method had been used for certain inventories of the Pork segment, inventories would have been higher by $22,807,000 and $40,672,000 as of December 31, 2009 and 2008, respectively.

As of December 31, 2009, Seaboard had $10,784,000 recorded in grain inventories related to its commodity trading business that are committed to various customers in foreign countries for which customer contract performance is a heightened concern. If Seaboard is unable to collect amounts from these customers as currently estimated or Seaboard is forced to find other customers for a portion of this inventory, it is possible that Seaboard could incur a material write-down in value of this inventory if Seaboard is not successful in selling at the current carrying value. For similar inventories that existed prior to December 31, 2009, Seaboard incurred a write-down in the first quarter of 2009 in the amount of $8,801,000 (with no tax benefit recognized), or $7.10 per share and a write-down of $7,010,000 in 2008, including $5,653,000 ($4,940,000 net of tax), or $3.98 per share, recorded in the fourth quarter of 2008.

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. As of December 31, 2009, the location and percentage ownership of these foreign affiliates are as follows: Democratic Republic of Congo (50%), Lesotho (50%), Kenya (35%), and Nigeria (25-48%) in Africa; Colombia (40%) and Ecuador (25-50%) in South America; and Haiti (23%) in the Caribbean. Also, Seaboard has an investment in a grain trading business in Peru (50%). Seaboard generally is the primary provider of choice for grains and supplies purchased by these non-controlled foreign affiliates. As Seaboard conducts its commodity trading business with third parties, consolidated subsidiaries and foreign affiliates on an interrelated basis, gross margin on foreign affiliates cannot be clearly distinguished without making numerous assumptions primarily with respect to mark-to-market accounting for commodity derivatives. In addition, Seaboard has investments in and advances to two sugar-related businesses in Argentina (46% - 50%). The equity method is used to account for all of the above investments.


            Notes to Consolidated Financial Statements

In  September 2007, Seaboard acquired for $8,500,000 a  40%  non-
controlling  interest,  including  cash  contributed   into   the

business, in a flour milling business in Colombia. During the fourth quarter of 2007, Seaboard acquired for $6,620,000 a 50% non-controlling interest in a grain trading business in Peru. Both of these investments are accounted for using the equity method. At December 31, 2009, Seaboard's investment in foreign affiliates included $3,778,000 related to the excess difference between the amount at which these investments were carried and the amount of underlying equity in net assets. The amortizable assets are being amortized to earnings from foreign affiliates over the remaining life of the assets.

Seaboard also had an investment in a Bulgarian wine business (the Business). Beginning in March 2007, this business was unable to make its scheduled loan payments and was in technical default on its bank debt. During the fourth quarter of 2007, Seaboard signed an agreement to allow a bank to take majority ownership of the Business resulting in a loss of significant influence by Seaboard. Accordingly, after recording its share of operating losses for the fourth quarter, Seaboard discontinued using the equity method of accounting. In accordance with ASC Topic 323-10-
35 (formerly FASB Staff Position APB 18-1), Seaboard reversed $2,801,000 of previously recorded foreign currency translation gains out of Accumulated Other Comprehensive Loss in the equity section of the balance sheet related to this investment, wrote- off the remaining investment balance of $1,472,000, and recognized as income the remaining net amount of foreign currency gains of $1,329,000 as of December 31, 2007. In 2007, Seaboard recorded 50% of the losses from the Business. In February 2009, Seaboard received approximately $64,000 for all of its remaining shares outstanding in this Business.

In prior years, Seaboard's equity investments in its Nigerian non- consolidated foreign affiliates were written down to zero and Seaboard suspended using the equity method of accounting for these non-consolidated foreign affiliates as losses allocated to Seaboard exceeded the investment. During the fourth quarter of 2009, the application of the equity method of accounting was resumed for these entities as a result of Seaboard's proportionate share of income exceeding the share of losses not recognized during the prior periods. A significant factor to this occurring was the result of one of the entities discontinuing its feed mill operations by selling its trade name and certain assets to an entity in exchange for a minority ownership in such entity, and a separate sale of land and building to a third party for cash. Seaboard's proportionate share of these two asset sales represents approximately $2,323,000 of the income from foreign affiliates for 2009.

Combined condensed financial information of the non-controlled, non-consolidated foreign affiliates for their fiscal periods ended within each of Seaboard's years ended, excluding the Bulgarian wine operation's financial position as of December 31, 2007 and net sales and net loss for 2008 and 2009 of Other Businesses, were as follows:

Commodity Trading and Milling Segment      December 31,

(Thousands of dollars)          2009           2008         2007

Net sales                   $1,051,621      1,053,818      613,695
Net income                  $   45,867         34,955       12,263
Total assets                $  412,849        412,555      347,040
Total liabilities           $  215,146        247,337      211,694
Total equity                $  197,703        165,218      135,346

Other Businesses                           December 31,

(Thousands of dollars)          2009           2008         2007

Net sales                   $   22,293         20,660       30,053
Net income (loss)           $    2,169            923       (2,621)
Total assets                $   11,544         15,506       13,802
Total liabilities           $    6,265         11,396       11,021
Total equity                $    5,279          4,110        2,781


Notes to Consolidated Financial Statements

Note 6

Property, Plant and Equipment

The following table is a summary of property, plant and equipment at the end of each year.

                                       Useful          December 31,
(Thousands of dollars)                 Lives         2009        2008

Land and improvements                 15 years   $  164,290  $  161,115
Buildings and improvements            30 years      345,031     339,672
Machinery and equipment               3-20 years    697,656     760,225
Vessels and vehicles                  3-18 years    161,125     167,126
Office furniture and fixtures         5 years        25,769      25,236
Construction in progress                             32,868      32,177

                                                  1,426,739   1,485,551
Accumulated depreciation and amortization          (735,396)   (721,876)
  Net property, plant and equipment              $  691,343  $  763,675

During the first half of 2008, Seaboard started operations at its newly constructed biodiesel plant. The ongoing profitability of this plant is primarily based on future sales prices, the price of alternative inputs, enforcement of government usage mandates and reinstituting federal tax credits, which expired at the end of 2009. Management believes the federal tax credits will be renewed retroactive to January 1, 2010, sometime during 2010. Several tax credits were allowed to expire at the end of 2009 and the U.S. Congress has indicated these will be specifically reviewed again in 2010. As of December 31, 2009, Seaboard performed an impairment evaluation of this plant and determined there was no impairment based on management's current assumptions of future production volumes, sales prices, cost inputs and the probabilities of the combination of federal usage mandates and tax credits being renewed. However, if the federal tax credits are not renewed as discussed above, and future market conditions do not produce projected sales prices or expected cost inputs or there is a material change in the enforcement of government usage mandates or other available tax credits, there is a possibility that some amount of the recorded value of this processing plant could be deemed impaired during some future period including 2010, which may result in a charge to earnings. The net book value of these assets as of December 31, 2009 was $43,162,000.

As of December 31, 2009, the net book value of $20,090,000 for two barges previously classified as machinery and equipment was reclassified as held for sale in non-current other assets. See Note 13 to the Consolidated Financial Statements for further discussion.


Notes to Consolidated Financial Statements

Note 7

Income Taxes

Income taxes attributable to continuing operations for the years ended December 31, 2009, 2008 and 2007 differed from the amounts computed by applying the statutory U.S. Federal income tax rate of 35 percent to earnings (loss) before income taxes excluding noncontrolling interest for the following reasons:

                                               Years ended December 31,
(Thousands of dollars)                         2009      2008      2007

Computed "expected" tax expense
  excluding noncontrolling interest         $ 31,572  $ 43,481  $ 67,028

Adjustments to tax expense attributable to:
  Foreign tax differences                    (20,332)  (54,232)  (40,841)
  Tax-exempt investment income                (1,809)   (2,554)   (4,658)
  State income taxes, net of federal benefit  (3,010)   (1,966)    1,078
  Change in valuation allowance               (2,146)   (1,977)   (5,754)
  Federal tax credits                         (3,672)   (4,390)   (1,124)
  Change in pension deferred tax              (3,508)      335       131
  Other                                          629    (1,386)   (5,683)
  Total income tax expense (benefit)        $ (2,276) $(22,689) $ 10,177

Earnings before income taxes consisted of the following:

                                               Years ended December 31,
(Thousands of dollars)                         2009      2008      2007

United States                               $(14,511) $(28,988) $ 38,788

Foreign                                      104,717   153,218   152,721

Total earnings excluding
 noncontrolling interest                      90,206   124,230   191,509

Plus earnings attributable to noncontrolling
 interest                                        965      (596)       64

Total earnings before income taxes          $ 89,241  $124,826  $191,445

The components of total income taxes were as follows:

                                               Years ended December 31,
(Thousands of dollars)                         2009      2008      2007

Current:
  Federal                                   $    943  $(25,462) $ 24,192
  Foreign                                      8,454     8,259     5,935
  State and local                               (125)      823     2,542

Deferred:
  Federal                                    (18,216)   (1,280)  (21,789)
  Foreign                                     10,285    (1,425)    1,453
  State and local                             (3,617)   (3,604)   (2,156)

Income tax expense (benefit)                  (2,276)  (22,689)   10,177

Unrealized changes in other comprehensive
 income                                       (3,206)  (11,525)    2,492

  Total income taxes                        $ (5,482) $(34,214) $ 12,669

As of December 31, 2009 and 2008, Seaboard had income taxes receivable of $4,923,000 and $24,688,000, respectively, primarily related to domestic tax jurisdictions and had income taxes payable of $2,048,000 and $3,946,000, respectively, primarily related to foreign tax jurisdictions.


Notes to Consolidated Financial Statements

Components of the net deferred income tax liability at the end of each year were as follows:

                                                       December 31,
(Thousands of dollars)                              2009         2008

Deferred income tax liabilities:
  Cash basis farming adjustment                 $   11,065   $   12,001
  Deferred earnings of foreign subsidiaries              -        2,749
  Depreciation                                     100,815       94,313
  LIFO                                                 242       17,330
  Other                                              2,233        2,368
                                                $  114,355   $  128,761
Deferred income tax assets:
  Reserves/accruals                             $   50,097   $   48,708
  Tax credit carryforwards                          12,659        9,271
  Deferred earnings of foreign subsidiaries          1,733            -
  Net operating and capital loss carryforwards      18,648       16,381
  Foreign minimum tax credit carryforward           10,104        8,152
  Other                                                679          314
                                                    93,920       82,826
Valuation allowance                                 28,621       21,075
  Net deferred income tax liability             $   49,056   $   67,010

Seaboard recognizes interest accrued related to unrecognized tax benefits and penalties in income tax expense. For the years ended December 31, 2009, 2008 and 2007, such interest and penalties were not material. The Company had approximately $1,153,000 and $726,000 accrued for the payment of interest and penalties on uncertain tax positions at December 31, 2009, and 2008, respectively.

As of December 31, 2009 and 2008, Seaboard had $3,395,000 and $3,464,000, respectively, in total unrecognized tax benefits all of which, if recognized, would affect the effective tax rate. Seaboard does not have any material uncertain tax positions in which it is reasonably possible that the total amounts of the unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. The following table is a reconciliation of the beginning and ending amount of unrecognized tax benefits.

(Thousands of dollars)                                   2009       2008

Beginning balance at January 1                        $  3,464   $    433
Additions for uncertain tax positions of prior years       206          -
Decreases for uncertain tax positions of prior years      (184)       (77)
Additions for uncertain tax positions of current year       32      3,108
Settlements                                                (15)         -
Lapse of statute of limitations                           (108)         -
Ending balance at December 31                         $  3,395   $  3,464

Seaboard's tax returns are regularly audited by federal, state and foreign tax authorities, which may result in adjustments. Seaboard's U.S. federal income tax returns have been reviewed through the 2004 tax year.

As of December 31 2009, Seaboard had not provided for U.S. Federal Income and foreign withholding taxes on $655,964,000 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.


Notes to Consolidated Financial Statements

Seaboard has tax holidays in one foreign country in 2009 and 2008 and had tax holidays in two foreign countries in 2007 which resulted in tax savings of approximately $3,259,000, $1,961,000, and $2,646,000 or $2.63, $1.58, and $2.10 per diluted earnings per common share for the years ended December 31, 2009, 2008 and 2007, respectively. One of these expired at the end of 2007 and the other expires in 2012.

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, U.S. charitable contribution carryforwards and 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. The increase of $7,546,000 in the valuations allowance for 2009 was primarily the result of foreign minimum income tax credits which are subject to a limited carryforward period and taxable income limitations, partially offset by the realization of capital loss carryforwards. At December 31, 2009, Seaboard had foreign net operating loss carryforwards (NOLs) of approximately $36,110,000 a portion of which expire in varying amounts between 2010 and 2016, while others have indefinite expiration periods.

At December 31, 2009, Seaboard had state tax credit carryforwards of approximately $12,368,000 net of valuation allowance, all of which carryforward indefinitely.

Note 8

Notes Payable and Long-term Debt

Notes payable amounting to $81,262,000 and $177,205,000 at December 31, 2009 and 2008, respectively, consisted of obligations due banks on demand or based on Seaboard's ability and intent to repay within one year. In the fourth quarter of 2009, Seaboard obtained letter of credit financing that replaced existing letters of credit resulting in an increase to borrowing capacity by approximately $16,303,000. At December 31, 2009, Seaboard had a committed line totaling $300,000,000, maturing July 10, 2013, and uncommitted lines totaling approximately $135,588,000 of which $98,588,000 of the uncommitted lines relate to foreign subsidiaries. At December 31, 2009, there were no borrowings outstanding under the committed line and borrowings outstanding under the uncommitted lines totaled $33,762,000, all related to foreign subsidiaries. The uncommitted borrowings outstanding at December 31, 2009 primarily represented $24,899,000 denominated in South African rand. Also included in Notes Payable at December 31, 2008 was a term note of $56,638,000 denominated in Japanese Yen which was converted during the fourth quarter of 2008 from a previous uncommitted line. The term note denominated in Japanese Yen was paid off in December 2009 and replaced with a term note denominated in U.S. dollars with a balance of $47,500,000 at December 31, 2009. The weighted average interest rates for outstanding notes payable were 6.07% and 6.04% at December 31, 2009 and 2008, respectively.

At December 31, 2009, Seaboard's borrowing capacity under its committed and uncommitted lines were reduced by letters of credit
(LCs) totaling $41,720,000, and $3,780,000, respectively, primarily including $26,385,000 of LCs for Seaboard's outstanding Industrial Development Revenue Bonds (IDRBs) and $16,802,000 related to insurance coverages.

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.


Notes to Consolidated Financial Statements

The following table is a summary of long-term debt at the end of each year.

                                                            December 31,
(Thousands of dollars)                                     2009      2008

Private placements:

 5.80% senior notes, repaid in 2009                    $       -  $  6,500

 6.21% senior notes, repaid in 2009                            -    38,000

 6.21% senior notes, due 2010 through 2012                 3,214     4,286

 6.92% senior notes, due 2012                             31,000    31,000

Industrial Development Revenue Bonds, floating rates
 (.39%-.44% at December 31, 2009) due 2014 through 2027   41,800    41,800

Bank debt, 6.87% - 7.60%, repaid in 2009                       -       319

Foreign subsidiary obligations, 17.00%, due 2010             688     1,217

Foreign subsidiary obligation, floating rate                 232       262

Capital lease obligations and other                        1,935     2,230

                                                          78,869   125,614

Current maturities of long-term debt                      (2,337)  (47,054)

 Long-term debt, less current maturities               $  76,532  $ 78,560

Of the 2009 foreign subsidiary obligations, $688,000 was denominated in CFA francs, $232,000 was payable in Argentine pesos, and the foreign subsidiary obligations denominated in Mozambique metical was repaid in 2009. Of the 2008 foreign subsidiary obligations, $1,074,000 was denominated in CFA francs, $262,000 was payable in Argentine pesos, and the remaining $143,000 was denominated in Mozambique metical.

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 $1,150,000,000 plus 25% of cumulative consolidated net income beginning March 29, 2008; limits aggregate dividend payments to $10,000,000 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 ($535,883,000 as of December 31, 2009) 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, 2009.

Annual maturities of long-term debt at December 31, 2009 are as follows: $2,337,000 in 2010, $1,477,000 in 2011, $32,546,000 in 2012, $556,000 in 2013, $7,953,000 in 2014 and $34,000,000 thereafter.

Note 9

Derivatives and Fair Value of Financial Instruments

Seaboard adopted ASC Topic 820 (formerly FAS No. 157, "Fair Value Measurements") on January 1, 2008 with the exception of nonfinancial assets and nonfinancial liabilities that were deferred by ASC Topic 820-10 (formerly the Financial Accounting Standards Board Staff Position FAS 157-2). Seaboard adopted ASC Topic 820 for these nonfinancial assets and nonfinancial liabilities as of January 1, 2009. The adoption of ASC Topic 820 for nonfinancial assets and liabilities did not have a material impact on Seaboard's financial position or net earnings.

ASC Topic 820 discusses valuation techniques, such as the market approach (prices and other relevant information generated by market conditions involving identical or comparable assets or liabilities), the income approach (techniques to convert future amounts to single present amounts based on market expectations including present value techniques and option-pricing), and the cost approach (amount that would be required to replace the service capacity of an asset which is often referred to as replacement cost). ASC Topic 820 utilizes a fair value hierarchy


Notes to Consolidated Financial Statements

that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Quoted Prices In Active Markets for Identical Assets - Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

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

Level 3: Significant Unobservable Inputs - Unobservable inputs that reflect the reporting entity's own assumptions.

The following table shows assets and liabilities measured at fair value (derivatives exclude margin accounts) on a recurring basis as of December 31, 2009 and also the level within the fair value hierarchy used to measure each category of assets.

                                            Balance
                                          December 31,
(Thousands of dollars)                       2009     Level 1   Level 2 Level 3

  Assets:
Available-for-sale securities - short-term
 investments:
   Money market funds                      $153,699  $153,699  $      -    $  -
   Fixed rate municipal notes and bonds     148,609         -   148,609       -
   Corporate bonds                           35,449         -    35,449       -
   U.S. Government agency securities         16,272         -    16,272       -
   Foreign government debt securities        10,210         -    10,210       -
   Asset backed debt securities               8,484         -     8,484       -
   Variable rate demand notes                 1,900         -     1,900       -
   Other                                      3,069         -     3,069       -
Trading securities- short term investments:
   High yield debt securities                26,771         -    26,771       -
   Other debt securities                      2,888         -     2,888       -
Trading securities - other current assets:
   Domestic equity securities                10,834    10,834         -       -
   Foreign equity securities                  7,054     3,327     3,727       -
   Fixed income mutual funds                  2,027     2,027         -       -
   U.S. Treasury securities                   1,466         -     1,466       -
   Money market funds                         2,649     2,649         -       -
   U.S. Government agency securities          2,516         -     2,516       -
   Other                                        139       139         -       -
Derivatives                                   5,040     4,610       430       -
   Total Assets                            $439,076  $177,285  $261,791    $  -

Total Liabilities - Derivatives $ 8,231 $ 2,288 $ 5,943 $ -

In April 2009, the FASB issued ASC Topic 820-10-65-4 (formerly FASB Staff Position FAS 157-4 "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly"). This Topic provides additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. Seaboard adopted this Topic in the second quarter of 2009. The adoption of this Topic did not have an impact on Seaboard's financial position or net earnings.


Notes to Consolidated Financial Statements

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

The fair value of long-term debt is estimated by comparing interest rates for debt with similar terms and maturities. The amortized cost and estimated fair values of investments and long- term debt at December 31, 2009 and 2008 are presented below.

December 31,                         2009                        2008

(Thousands of dollars)   Amortized Cost  Fair Value  Amortized Cost  Fair Value

Short-term investments,
 available for sale        $372,770       $377,692      $298,678      $300,909

Short-term investments,
 trading debt securities     27,453         29,659             -             -

Short-term investments,
 trading equity securities        -              -         9,008        11,771

Long-term debt               78,869         82,415       125,614       131,822

In March 2008, the FASB issued ASC Topic 815-10 (formerly FAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133"). This Topic changed the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under ASC Topic 815, and how derivative instruments and related hedged items affect an entity's financial position, net earnings, and cash flows. Seaboard adopted this Topic as of January 1, 2009. This Topic did not have an impact on Seaboard's financial position or net earnings. While management believes its derivatives are primarily economic hedges of its firm purchase and sales contracts or anticipated sales contracts, Seaboard does not perform the extensive record-keeping required to account for these types of transactions as hedges for accounting purposes.

Commodity Instruments

Seaboard uses various grain, meal, hog, pork bellies and energy resource related futures and options to manage its risk to price fluctuations for raw materials and other inventories, finished product sales and firm sales commitments. From time to time, Seaboard may enter into speculative derivative transactions not directly related to its raw material requirements. The nature of Seaboard's market risk exposure has not changed materially since December 31, 2008. Commodity derivatives are recorded at fair value with any changes in fair value being marked to market as a component of cost of sales on the Consolidated Statements of Earnings. 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.

At December 31, 2009, Seaboard had open net derivative contracts to sell 13,955,000 bushels of grain, 1,344,000 gallons of heating oil and 87,900 tons of soybean meal and to purchase 2,720,000 pounds of hogs. At December 31, 2008, Seaboard had open net contracts to purchase and (sell) (8,305,000) bushels of grain with a fair value of $(3,272,000) 61,000 tons of soybean meal with a fair value of $(589,000) and 13,200,000 pounds of hogs with a fair value of $(23,000), included with other accrued liabilities or other current assets on the Consolidated Balance Sheets. At December 31, 2008, Seaboard had contracts to sell 1,722,000 tons of heating oil with a fair value of $59,000. For the years ended December 31, 2009, 2008 and 2007 Seaboard recognized net realized and unrealized gains of $7,047,000, $36,156,000, and $18,469,000, respectively, 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. These foreign exchange agreements are recorded at fair value with changes in value marked to market as a component of cost of sales on the Consolidated Statements of Earnings as management believes they are primarily related to the underlying commodity transaction, with the exception of the Japanese Yen foreign exchange agreement. The change in value of the Japanese Yen foreign exchange agreement was marked to market as a component of foreign currency gain (loss) on the Consolidated Statements of Earnings. Since these agreements are not accounted for as hedges, fluctuations in the related currency exchange rates could have a material impact on earnings in any given year.


Notes to Consolidated Financial Statements

At December 31, 2009, Seaboard had trading foreign exchange contracts to cover its firm sales and purchase commitments and related trade receivables and payables with notional amounts of $193,379,000 primarily related to the South African Rand and the Euro. At December 31, 2009, Seaboard did not have any trading foreign exchange contracts to cover various foreign currency working capital needs related to the South African Rand.

At December 31, 2008, 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 $77,343,000 with a fair value of $1,817,000, included in other accrued liabilities on the Consolidated Balance Sheet. At December 31, 2008, Seaboard had trading foreign exchange contracts (receive $U.S./pay ZAR) to cover various foreign currency working capital needs for notional amounts of $28,490,000, with fair values of $(114,000).

At December 31, 2008, Seaboard had trading foreign exchange contracts (receive $U.S./pay Euro) to cover its firm sales commitments and trade receivables with a notional amount of $43,076,000, with fair values of $(2,367,000), included in other accrued liabilities on the Consolidated Balance Sheet.

At December 31, 2008, Seaboard had trading foreign exchange contracts (pay $U.S./receive Canadian Dollars) to cover its purchase commitments and trade payables with a notional amount of $105,000 with fair values of $6,000.

At December 31, 2008, Seaboard had trading foreign exchange contracts (receive Japanese Yen/pay $U.S.) to cover note payable borrowings for a term note denominated in Japanese Yen for notional amounts of $58,781,000, with fair values of $1,017,000.

Forward Freight Agreements

The Commodity Trading and Milling segment enters into certain forward freight agreements, viewed as taking long positions in the freight market as well as covering short freight sales, which may or may not result in actual losses when future trades are executed. These forward freight agreements, which expired in the fourth quarter of 2009, are not accounted for as hedges but are viewed by management as an economic hedge against the potential of future rising charter hire rates to be incurred by this segment for bulk cargo shipping while conducting its business of delivering grains to customers in many international locations. At December 31, 2009, there were no outstanding forward freight agreements. At December 31, 2008, Seaboard had agreements to pay $41,500 and receive $47,750 per day during 2009 with fair values of $(11,636,000) and $13,917,000, respectively, included with other accrued liabilities and other current assets on the Consolidated Balance Sheet. Since these agreements are not accounted for as hedges, the change in value related to these agreements is recorded in cost of sales-products on the Consolidated Statement of Earnings. Forward freight agreements had no net exposure to a change in market price as the two open forward freight agreements offset each other at December 31, 2008. As of December 31, 2009, there were no such agreements outstanding.

Interest Rate Exchange Agreements

In December 2008 and again in March 2009, Seaboard entered into ten-year interest rate exchange agreements which involves the exchange of fixed-rate and variable-rate interest payments over the life of the agreements without the exchange of the underlying notional amounts to mitigate the effects of fluctuations in interest rates on variable rate debt. Seaboard agreed to pay a fixed rate and receive a variable rate of interest on two notional amounts of $25,000,000 each. In June 2009, Seaboard terminated both interest rate exchange agreements with a total notional value of $50,000,000. Seaboard received payments in the amount of $3,981,000 to unwind these agreements. Since these interest rate exchange agreements were not accounted for as hedges, the change in value related to these agreements were recorded in Miscellaneous, net in the Condensed Consolidated Statements of Earnings. As of December 31, 2009, there were no such agreements outstanding.

Counterparty Credit Risk

Seaboard is subject to counterparty credit risk related to its foreign currency exchange agreements and forward freight agreements. The maximum amount of loss due to the credit risk of the counterparties for these agreements, should the counterparties fail to perform according to the terms of the contracts, is $430,000 as of December 31, 2009. Seaboard's foreign currency exchange agreements have a maximum amount of loss due to credit risk in the amount of $430,000 with several counterparties. Seaboard does not hold any collateral related to these agreements.


Notes to Consolidated Financial Statements

The following table provides the amount of gain or (loss) recognized for each type of derivative and where it was recognized in the Condensed Consolidated Statement of Earnings for the year ended December 31, 2009.

(Thousands of dollars)

December  31,  2009       Location of Gain or (Loss)   Amount of Gain or (Loss)
                           Recognized in Income on     Recognized in Income on
                                 Derivative                   Derivative

Commodities                 Cost of sales-products            $   7,047
Foreign currencies          Cost of sales-products              (27,676)
Foreign currencies          Foreign currency                     (1,980)
Interest rate               Miscellaneous, net                    5,312

The following table provides the fair value of each type of derivative held as of December 31, 2009 and where each derivative is included on the Condensed Consolidated Balance Sheets.

(Thousands of dollars)   Asset Derivatives           Liability Derivatives

                        Balance                       Balance
                         Sheet          Fair           Sheet              Fair
                       Location        Value         Location            Value

Commodities     Other current assets  $4,610  Other current liabilities  $2,288
Foreign
 currencies     Other current assets     430  Other current liabilities   5,943

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 positive liquidity position for the past three years, management authorized additional contributions to be made. In April 2007, Seaboard made a deductible contribution of $10,000,000 for the 2006 plan year, which resulted in a slightly overfunded status in the Plan as of December 31, 2007. In July 2009, Seaboard made a deductible contribution of $14,615,000 for the 2008 plan year as a result of the significant investment losses incurred in the Plan during the fourth quarter of 2008. Management anticipates making an additional deductible contribution to the Plan currently estimated to be between $8,000,000 and $15,000,000 for the 2009 and 2010 plan years.

In December 2008, the FASB issued ASC Topic 715-20-65 (formerly FSP FAS 132(R)-1, "Employers' Disclosures about Postretirement Benefit Plan Assets," amending FASB Statement No. 132(R), "Employers' Disclosures about Pensions and Other Postretirement Benefits"). This Topic required more detailed disclosures regarding defined benefit pension plan assets, including investment policies and strategies, major categories of plan assets, valuation techniques used to measure the fair value of plan assets and significant concentration of risk within plan assets. Seaboard adopted these new disclosure requirements as of December 31, 2009. The adoption of this Topic did not have an impact on Seaboard's financial position or net earnings.

Assets are invested in the Plan to achieve a diversified overall portfolio consisting primarily of individual stocks, money market funds, collective investment funds, bonds and 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 provides investment managers' discretion and is periodically reviewed by management 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 were as follows:


Notes to Consolidated Financial Statements

                                        Actual Plan Composition at December 31,
                       Target Allocation          2009          2008

Domestic Large Cap
 Equity                       36%                  29%           33%

Domestic Small and
 Mid Cap Equity               14%                  12%           13%

International Equity          15%                   9%           14%

Fixed Income                  34%                  31%           39%

Cash and cash equivalents 1% 19% 1%

As described in Note 9 to the Consolidated Financial Statements, ASC Topic 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following table shows the Plan assets measured at estimated fair value as of December 31, 2009 and also the level within the fair value hierarchy used to measure each category of assets.

                                    Balance
                                  December 31,
(Thousands of dollars)               2009      Level 1     Level 2   Level 3

  Assets:
   Domestic equity securities       $19,355     $19,355    $     -    $    -
   Money market funds                18,898      18,898          -         -
   Collective investment funds       11,566           -     11,566         -
   U.S. Government agency securities  8,875           -      8,875         -
   Fixed income mutual funds          8,087       8,087          -         -
   Foreign equity securities          7,003       2,402      4,601         -
   Corporate bonds                    4,179           -      4,179         -
   U.S. Treasury securities           4,012           -      4,012         -
   Mutual funds-equities              2,854       2,854          -         -
Total Assets                        $84,829     $51,596    $33,233    $    -

Seaboard also sponsors non-qualified, unfunded supplemental executive plans and has certain individual, non-qualified, unfunded supplemental retirement agreements for certain retired employees. The unamortized prior service cost is being amortized over the average remaining working lifetime of the active participants for this plan. Management has no plans to provide funding for these supplemental executive plans in advance of when the benefits are paid.

Assumptions used in determining pension information for the plans were:

Years ended December 31,
2009 2008 2007

Weighted-average assumptions

Discount rate used to determine obligations 5.25-6.25% 6.25% 6.50%

Discount rate used to determine net periodic

 benefit cost                                  6.25%       6.50%       5.75%

Expected return on plan assets                 7.50%       7.50%       7.50%

Long-term rate of increase in compensation
  levels                                    4.00-5.00%  4.00-5.00%  4.00-5.00%

Management selected the discount rate based on a model-based result where the timing and amount of cash flows approximates the estimated payouts. The expected return on Plan assets assumption is based on the weighted average of asset class expected returns that are consistent with historical returns. The assumed rate selected was based on model-based results that reflect the Plan's asset allocation and related long-term projected returns. The measurement date for all plans is December 31. The unrecognized net actuarial losses are generally amortized over the average remaining working lifetime of the active participants for these plans.


Notes to Consolidated Financial Statements

The changes in the plans' benefit obligations and fair value of assets for the Plan, supplemental executive plans and retirement agreements for the years ended December 31, 2009 and 2008, and a statement of the funded status as of December 31, 2009 and 2008 were as follows:

December 31,
                                                   2009               2008

                                       Assets exceed  Accumulated Accumulated
                                        accumulated    benefits     benefits
(Thousands of dollars)                    benefits  exceed assets exceed assets

Reconciliation of benefit obligation:
 Benefit obligation at beginning of year   $72,627     $ 60,287     $116,844
 Service cost                                2,925        3,115        5,199
 Interest cost                               4,572        3,611        7,510
 Actuarial losses                            4,669        1,188        8,023
 Benefits paid                              (2,504)      (3,790)      (4,662)
    Plan amendments                              -        1,215            -
  Benefit obligation at end of year        $82,289     $ 65,626     $132,914

Reconciliation of fair value of plan
  assets:
 Fair value of plan assets at beginning of
  year                                     $58,321     $      -     $ 81,338
 Actual return (loss) on plan assets        14,397            -      (20,626)
 Employer contributions                     14,615        3,790        2,271
 Benefits paid                              (2,504)      (3,790)      (4,662)
 Fair value of plan assets at end of year  $84,829     $      -     $ 58,321
Funded status                              $ 2,540     $(65,626)    $(74,593)

The funded status of the Plan was $2,540,000 and ($14,306,000) at December 31, 2009 and 2008, respectively. The accumulated benefit obligation for the Plan was $74,666,000 and $65,994,000 and for the other plans was $45,381,000 and $38,593,000 at December 31, 2009 and 2008, respectively. 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: $6,161,000, $5,404,000, $5,797,000, $6,177,000, $6,665,000, and $47,450,000, respectively.

The amounts not reflected in net periodic benefit cost and included in accumulated other comprehensive income (AOCI) at December 31, 2009 and 2008 were as follows:

(Thousands of dollars)                            2009            2008

Accumulated loss, net of gain                  $(48,346)       $(56,322)
Prior service cost, net of credit                (8,209)          7,796)
Transitional obligation                             (32)            (49)
Total Accumulated Other Comprehensive Income   $(56,587)       $(64,167)

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

                                            Years ended December 31,
(Thousands of dollars)                      2009      2008      2007

Components of net periodic benefit cost:
 Service cost                            $  6,040   $ 5,199   $ 5,002
 Interest cost                              8,183     7,510     6,451
 Expected return on plan assets            (4,761)   (6,029)   (5,486)
 Settlement                                     -         -     3,671
 Amortization and other                     5,017     1,582     2,224
 Net periodic benefit cost               $ 14,479   $ 8,262   $11,862


Notes to Consolidated Financial Statements

The accumulated unrecognized losses for 2008 in the Plan as of December 31, 2008 exceeded the 10% deferral threshold as permitted under U.S. GAAP as a result of the significant investment losses incurred during 2008. Accordingly, Seaboard's pension expense for the Plan increased by approximately $3,140,000 for 2009 as compared to 2008 as a result of loss amortization. In addition, pension expense for the Plan increased an additional $1,725,000 for 2009 as compared to 2008 as a result of reduced expected return on assets, from the decline of assets in the Plan during 2008, partially offset by approximately $457,000 in expected earnings from the 2009 contribution discussed above. Effective January 1, 2010, Seaboard split a portion of employees from the Plan into a new defined benefit pension. However, the split did not change the employees benefit and thus pension expense should not be materially impacted.

The late Mr. H. H. Bresky retired as President and CEO of Seaboard effective July 6, 2006. As a result of Mr. Bresky's retirement, he was entitled to a lump sum payment of $8,709,000 from Seaboard's Executive Retirement Plan. Under IRS regulations, there is a six month delay of benefit payments for key employees and thus Mr. Bresky was not paid his lump sum until February 2007. This lump sum payment exceeded the Company's service and interest cost components under this plan and thus required Seaboard to recognize a portion of its actuarial losses. However, Seaboard was not relieved of its obligation until the settlement was paid in 2007. Accordingly, the settlement loss of $3,671,000 was not recognized until February 2007 in accordance with ASC Topic 715 (formerly FAS No. 88, "Employers Accounting for Settlements and Curtailments of Defined Benefit Pension for Termination Benefits.")

The amounts in AOCI expected to be recognized as components of net periodic benefit cost in 2010 are as follows:

(Thousands of dollars)                                      2010

Accumulated loss, net of gain                             $ 3,128
Prior service cost, net of credit                             930
Transition obligation                                          16
 Estimated net periodic benefit cost                      $ 4,074

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 $509,000, $498,000, and $453,000 for the years ended December 31, 2009, 2008 and 2007, respectively. The applicable portion of the total plan benefits and net assets of this plan is not separately identifiable although Seaboard has received notice the pension fund was under funded. Seaboard could, under certain circumstances, be liable for unfunded vested benefits or other expenses of this jointly administered union plan. 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 contributes to this plan 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. Contribution expense for this plan was $1,868,000, $1,812,000, and $1,709,000 for the years ended December 31, 2009, 2008 and 2007, respectively. In addition, Seaboard maintains a defined contribution plan covering most of its hourly, non-union employees and two defined contribution plans covering most of Daily's employees. Contribution expense for these plans was $1,378,000, $1,038,000, and $893,000 for the years ended December 31, 2009, 2008 and 2007, respectively.

Beginning in 2006, Seaboard established a deferred compensation plan which allows certain employees to reduce their compensation in exchange for values in four investments. Seaboard also has an Investment Option Plan which allowed certain employees to reduce their compensation in exchange for an option to acquire interests measured by reference to three investments. However, as a result of U.S. tax legislation passed in 2004, reductions to compensation earned after 2004 are no longer allowed under the Investment Option Plan. The exercise price for each investment option was established based upon the fair market value of the underlying investment on the date of grant. Under both plans, Seaboard contributes 3% of the employees reduced compensation. Seaboard's expense (income) for these two deferred compensation plans, which primarily includes amounts related to the change in fair value of the underlying investment accounts, was $4,340,000, $(9,539,000) and $2,298,000 for the years ended


           Notes to Consolidated Financial Statements

December  31,  2009,  2008 and 2007, respectively.   Included  in
other  liabilities at December 31, 2009 and 2008 are  $22,430,000

and $15,930,000, respectively, representing the market value of the payable to the employees upon distribution or exercise for each plan. In conjunction with these plans, Seaboard purchased the specified number of units of the employee-designated investment plus the applicable option price for the Investment Option Plan. These investments are treated as trading securities and are stated at their fair market values. Accordingly, as of December 31, 2009 and 2008, $26,729,000 and $22,225,000, respectively, were included in other current assets on the Consolidated Balance Sheets. Investment income (loss) related to the mark-to-market of these investments for 2009, 2008, and 2007 totaled $4,253,000, $(9,618,000) and $2,183,000, respectively.

Note 11

Commitments and Contingencies

In July 2009, Seaboard Corporation, and affiliated companies in its Commodity Trading and Milling segment, resolved a dispute with a third party related to a 2005 transaction in which a portion of its trading operations was sold to a firm located abroad. As a result of this action, Seaboard Overseas Limited received approximately $16,787,000, net of expenses, in the third quarter of 2009. There was no tax expense on this transaction.

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

Contingent Obligations

Certain of the non-consolidated affiliates and third party contractors who perform services for Seaboard have bank debt supporting their underlying operations. From time to time, Seaboard will provide guarantees of that debt allowing a lower borrowing rate or facilitating third party financing in order to further business objectives. Seaboard does not issue guarantees of third parties for compensation. As of December 31, 2009, Seaboard had guarantees outstanding to two third parties with a total maximum exposure of $1,354,000. 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, 2009, Seaboard had outstanding letters of credit (LCs) with various banks which reduced its borrowing capacity under its committed and uncommitted credit facilities as discussed in Note 8 by $41,720,000 and $3,780,000, respectively. Included in these amount are LCs totaling $26,385,000, which support the IDRBs included as long-term debt and $16,802,000 of LCs related to insurance coverage.

Commitments

As of December 31, 2009 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)          2010     2011    2012    2013   2014 Thereafter

Hog procurement contracts    $169,494 $148,932 $     - $     - $     - $      -

Grain and feed ingredients     79,455    3,298       -       -       -        -

Grain purchase contracts for
 resale                        97,000        -       -       -       -        -

Fuel purchase contract         22,612        -       -       -       -        -

Equipment purchases
  and facility improvements    16,127    2,601       -       -       -        -

Other purchase commitments      4,761        -       -       -       -        -

Total firm purchase
 commitments                  389,449  154,831       -       -       -        -

Vessel, time and voyage-
 charter arrangements          69,631   22,843  22,130  18,005   1,784        -

Contract grower finishing
 agreements                    12,106   11,285  10,336   9,710   9,052   33,403

Other operating lease
 payments                      19,467   17,490  14,850  13,601  13,509  213,041

Total unrecognized firm
 commitments                 $490,653 $206,449 $47,316 $41,316 $24,345 $246,444


Notes to Consolidated Fianancial Statements

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, 2009. During 2009, 2008 and 2007, this segment paid $163,047,000, $155,400,000 and $131,490,000, respectively for live hogs purchased under committed contracts.

The Commodity Trading and Milling segment enters into grain purchase contracts and ocean freight contracts, primarily to support firm sales commitments. These contracts are valued based on projected commodity prices as of December 31, 2009. This segment also has short-term freight contracts in place for delivery of future grain sales.

The Marine segment enters into contracts to time-charter vessels for use in its operations. These contracts range from short-term time-charters for a few months and long-term commitments ranging from one to three years. This segment's charter hire expenses during 2009, 2008 and 2007 totaled $82,728,000, $115,877,000 and $88,761,000, 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 service agreements. 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 2009, 2008 and 2007, Seaboard paid $13,703,000, $13,389,000 and $13,280,000, respectively, under contract grower finishing agreements.

Seaboard also leases various facilities and equipment under noncancelable operating lease agreements including a terminal operations agreement at the Port of Miami which runs through 2028. Rental expense for operating leases amounted to $26,404,000, $23,147,000 and $20,174,000 in 2009, 2008 and 2007, respectively.

Note 12

Stockholders' Equity and Accumulated Other Comprehensive Loss

On August 7, 2007, the Board of Directors authorized Seaboard to repurchase from time to time prior to August 31, 2009 up to $50,000,000 market value of its Common Stock in open market or privately negotiated purchases, of which $11,129,000 remained available upon expiration on August 31, 2009.

On November 6, 2009, the Board of Directors authorized Seaboard to repurchase from time to time prior to October 31, 2011 up to $100 million market value of its Common Stock in open market or privately negotiated purchases which may be above or below the traded market price. Such purchases may be made by Seaboard or Seaboard may from time to time enter into a 10b5-1 plan authorizing a third party to make such purchases on behalf of Seaboard. The stock repurchase will be funded by cash on hand. Any shares repurchased will be retired and shall resume the status of authorized and unissued shares. Any stock repurchases will be made in compliance with applicable legal requirements and the timing of the repurchases and the number of shares to be repurchased at any given time may depend on market conditions, Securities and Exchange Commission regulations and other factors. The Board's stock repurchase authorization does not obligate Seaboard to acquire a specific amount of common stock and the stock repurchase program may be suspended at any time at Seaboard's discretion.

Seaboard used cash to repurchase 3,668 shares of common stock at a total price of $3,370,000 in 2009, 3,852 shares of common stock at a total price of $5,012,000 in 2008 and 17,089 shares of common stock at a total price of $30,488,000 in 2007.


Notes to Conolidated Financial Statements

The components of accumulated other comprehensive loss, net of related taxes, are summarized as follows:

                                                    Years ended December 31,
(Thousands of dollars)                            2009        2008       2007

Cumulative foreign currency translation
  adjustment                                  $ (77,576)  $ (68,211)  $(58,719)
Unrealized gain on investments                    2,579       1,781      1,149
Unrecognized pension cost                       (39,789)    (45,273)   (21,081)

        Accumulated other comprehensive loss  $(114,786)  $(111,703)  $(78,651)

The foreign currency translation adjustment primarily represents the effect of the Argentine peso currency exchange fluctuation on the net assets of the Sugar 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, 2009, the Sugar segment had $170,061,000 in net assets denominated in Argentine pesos and $46,644,000 in net liabilities 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. For 2009 and 2008, the unrecognized pension cost includes $12,740,000 and $15,721,000, respectively, related to employees at certain subsidiaries for which no tax benefit has been recorded.

Stockholders approved an amendment to decrease the number of authorized shares of common stock from 4,000,000 shares to 1,250,000 shares at the annual meeting on April 27, 2009.

Note 13

Segment Information

Seaboard Corporation had five reportable segments through December 31, 2009: Pork, Commodity Trading and Milling, Marine, Sugar, and Power, each offering a specific product or service. Seaboard's reporting segments are based on information used by Seaboard's Chief Executive Officer in his capacity as chief operating decision maker 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 and frozen pork products to further processors, foodservice operators, grocery stores, distributors and retail outlets throughout the United States, and to Japan, Mexico and certain other foreign markets. The Commodity Trading and Milling segment internationally markets wheat, corn, soybean meal, rice and other similar commodities in bulk to third party customers and to non- consolidated foreign affiliates. This segment also 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 segment produces and processes sugar and alcohol 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 operations.

The Pork segment derives approximately 12% percent of its revenues from a few customers in Japan through one agent. Substantially all of its hourly employees at its Guymon processing plant are covered by a collective bargaining agreement. The Pork segment incurred an impairment charge of $7,000,000 related to the Daily's trade name in the fourth quarter of 2008 (see Note 2 for further discussion). In addition, as of December 31, 2009, the Pork segment had fixed assets with a net book value of $43,162,000 related to its biodiesel processing plant which began operations during 2008. See Note 6 for discussion of the potential for future impairment of these fixed assets.

Prior to the first quarter of 2009, the Sugar segment was named Sugar and Citrus reflecting the citrus and related juice operations of this business. During the first quarter of 2009, management reviewed its strategic options for the citrus business in light of a continually difficult operating environment. In March 2009, management decided not to process, package or market the 2009 harvest for the citrus and related juice operations. As a result, during the first quarter of 2009, a charge to earnings primarily in cost of sales of $2,803,000 was recorded primarily to write-down


Notes to Consolidated Financial Statements

the value of related citrus and juice inventories to net realizable value, considering such remaining inventory will not be marketed similar to prior years but instead liquidated. In the second quarter of 2009, management decided to integrate and transform the land previously used for citrus production into sugar cane production and thus incurred an additional charge to earnings primarily in cost of sales of approximately $2,497,000 during the second quarter of 2009 in connection with this change in business. The remaining fixed assets from the citrus operations, primarily buildings and equipment, have either been sold under long-term agreements or integrated into the sugar business. However, since such sale agreements are long-term and collectibility of the sales price is not reasonably assured, the sale is being recognized under the cost recovery method and thus the gain on sale, which is not material, will not be recognized until proceeds collected exceed the net book value of the assets sold.

The Power segment sells approximately 34% of its power generation to a government-owned distribution company under a short-term contract that expires at the end of March 2010 for which Seaboard bears a concentrated credit risk as this customer, from time to time, has significant past due balances. In May 2009, Seaboard received sovereign government bonds of the Dominican Republic with a par value of $20,000,000 denominated in U.S. dollars, with an 8% tax free coupon rate, to satisfy the same amount of outstanding billings from this customer that Seaboard had classified as long-term. During the fourth quarter of 2009, Seaboard sold a portion of these bonds with par value of $9,700,000 resulting in an immaterial loss. The remaining $10,300,000 par value of bonds are classified as available-for- sale short term investments on the Consolidated Balance Sheet as of December 31, 2009. During January and February 2010, Seaboard sold the remaining bonds resulting in an immaterial loss.

On March 2, 2009, an agreement became effective under which Seaboard will sell its two power barges in the Dominican Republic for $70,000,000, which will use such barges for private use. The agreement calls for the sale to occur on or around January 1, 2011. During March 2009, $15,000,000 was paid to Seaboard (recorded as long-term deferred revenue) and the $55,000,000 balance of the purchase price was paid into escrow and will be paid to Seaboard at the closing of the sale. The net book value of the two barges was $20,090,000 as of December 31, 2009 and is classified as held for sale in non-current other assets. Accordingly, Seaboard will cease depreciation on January 1, 2010 for these two barges but continue to operate these two barges until a few weeks prior to the closing date of the sale. Seaboard will be responsible for the wind down and decommissioning costs of the barges. Completion of the sale is dependent upon several issues, including meeting certain baseline performance and emission tests. Failure to satisfy or cure any deficiencies could result in the agreement being terminated and the sale abandoned. Seaboard could be responsible to pay liquidated damages of up to approximately $15,000,000 should it fail to perform its obligations under the agreement, after expiration of applicable cure and grace periods. Seaboard will retain all other physical properties of this business and is considering options to continue its power business in the Dominican Republic after the sale of these assets is completed.

The loss from foreign affiliate in 2007 for the "All Other" segment reflects Seaboard's share of losses from its equity method investment in a Bulgarian wine business (the Business). There was no remaining book value as of December 31, 2007. In June 2008, Seaboard received $1,078,000 from another shareholder of the Business in exchange for the assignment by Seaboard to the shareholder of all rights to Seaboard's previous loans and advances to the Business. The proceeds of this transaction were recorded in Other Investment Income. In February 2009, Seaboard sold all of its shares in this Business. See Note 5 to the Consolidated Financial Statements for further discussion.

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 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.


Notes to Consolidated Financial Statements

Sales to External Customers:

                                          Years ended December 31,
(Thousands of dollars)              2009            2008            2007

Pork                            $1,065,338      $1,125,969      $1,003,790
Commodity Trading and Milling    1,531,572       1,897,374       1,152,035
Marine                             737,629         958,027         822,221
Sugar                              142,966         142,148         125,882
Power                              107,074         129,430          93,951
All Other                           16,729          14,856          15,422
   Segment/Consolidated Totals  $3,601,308      $4,267,804      $3,213,301

Operating Income:

                                          Years ended December 31,
(Thousands of dollars)              2009            2008            2007

Pork                            $  (15,025)     $  (45,934)     $   39,528
Commodity Trading and Milling       24,839          96,517          20,905
Marine                              24,113          62,365         104,156
Sugar                                 (851)          3,690          15,484
Power                                8,172           7,845           5,402
All Other                            1,498           1,033             634
   Segment Totals                   42,746         125,516         186,109
Corporate                          (19,023)         (3,707)        (16,194)
   Consolidated Totals          $   23,723      $  121,809      $  169,915

Income from Foreign Affiliates:

                                          Years ended December 31,
(Thousands of dollars)              2009            2008            2007

Commodity Trading and Milling   $   19,128      $   12,629      $    5,232
Sugar                                1,030             455             360
All Other                                -               -          (1,718)
   Segment/Consolidated Totals  $   20,158      $   13,084      $    3,874


Depreciation and Amortization:

                                          Years ended December 31,
(Thousands of dollars)              2009            2008            2007

Pork                            $   53,182      $   53,288      $   47,258
Commodity Trading and Milling        4,681           4,509           4,501
Marine                              21,772          19,994          16,568
Sugar                                7,732           8,030           6,510
Power                                3,783           3,926           3,747
All Other                              431             415             320
   Segment Totals                   91,581          90,162          78,904
Corporate                              260             219             317
   Consolidated Totals          $   91,841      $   90,381      $   79,221


Notes to Consolidated Financial Statements

Total Assets:

                                                        December 31,
(Thousands of dollars)                              2009            2008

Pork                                            $  774,718      $  800,062
Commodity Trading and Milling                      521,618         543,303
Marine                                             236,382         267,268
Sugar                                              205,155         225,716
Power                                               75,348          73,501
All Other                                            8,988           7,721
   Segment Totals                                1,822,209       1,917,571
Corporate                                          514,924         413,790
   Consolidated Totals                          $2,337,133      $2,331,361

Investment in and Advances to Foreign Affiliates:

                                                        December 31,
(Thousands of dollars)                              2009            2008

Commodity Trading and Milling                   $   79,883      $   66,578
Sugar                                                2,349           1,513
   Segment/Consolidated Totals                  $   82,232      $   68,091


Capital Expenditures:

                                          Years ended December 31,
(Thousands of dollars)              2009            2008            2007

Pork                            $   15,188      $   52,649      $   78,085
Commodity Trading and Milling        2,650           4,333           3,013
Marine                              14,697          46,309          61,045
Sugar                               21,603          30,964          21,424
Power                                   39              53             218
All Other                               87             311             362
   Segment Totals                   54,264         134,619         164,147
Corporate                               12              15              26
   Consolidated Totals          $   54,276      $  134,634      $  164,173

Administrative services provided by the corporate office allocated to the individual segments represent corporate services rendered to and costs incurred for each specific segment with no allocation to individual segments of general corporate management oversight costs. Corporate assets include short-term investments, other current assets related to deferred compensation plans, fixed assets, deferred tax amounts and other miscellaneous items. Corporate operating losses represent certain operating costs not specifically allocated to individual segments.

Geographic Information

Seaboard had sales in South Africa totaling $292,547,000, $437,362,000 and $322,998,000 for the years ended December 31, 2009, 2008 and 2007, respectively, representing approximately 8%, 10% and 10% of total sales for each respective year. No other individual foreign country accounted for 10% or more of sales to external customers.


Notes to Consolidated Financial Statements

The following table provides a geographic summary of net sales based on the location of product delivery.

                                               Years ended December 31,
(Thousands of dollars)                      2009         2008         2007

Caribbean, Central and South America    $1,406,749   $1,726,789   $1,151,032
Africa                                     969,324    1,269,505      810,084
United States                              855,412      924,470      936,825
Pacific Basin and Far East                 165,721      162,122      154,127
Canada/Mexico                              146,601      143,665       91,513
Europe                                      42,537       17,534       26,584
Eastern Mediterranean                       14,964       23,719       43,136
 Totals                                 $3,601,308   $4,267,804   $3,213,301

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)                            2009       2008

United States                                 $ 547,111   $594,908
Argentina                                        87,712     85,156
Dominican Republic                               26,239     30,234
All other                                        53,559     54,444
 Totals                                       $ 714,621   $764,742

At December 31, 2009 and 2008, Seaboard had approximately $134,261,000 and $168,303,000, 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 accounts is adequate.


Stockholder Information

Board of Directors
_______________________________________________________________________________

Steven J. Bresky                        Joseph E. Rodrigues
Director and Chairman of the            Director
Board                                   Retired, former Executive Vice
President and Chief Executive           President and Treasurer of
Officer of Seaboard                     Seaboard

David A. Adamsen                        Edward I. Shifman, Jr.
Director and Audit Committee            Director and Audit Committee
Member                                  Member
Vice President - Wholesale              Retired, former Managing
Sales,                                  Director and Executive
C&S Wholesale Grocers                   Vice President of Wachovia
                                        Capital Fiance
Douglas W. Baena
Director and Audit Committee
Chair
Self-employed, engaging in
facilitation of equipment
leasing financings and
consulting


Officers
_______________________________________________________________________________

Steven J. Bresky                  David S. Oswalt
President and Chief Executive     Vice President, Taxation and
Officer                           Business Development

Robert L. Steer                   Ty A. Tywater
Senior Vice President, Chief      Vice President, Audit Services
Financial Officer
                                  John A. Virgo
David M. Becker                   Vice President, Corporate
Vice President, General Counsel   Controller and Chief Accounting
and Secretary                     Officer

Barry E. Gum                      Zachery J. Holden
Vice President, Finance and       Assistant Secretary
Treasurer
                                  Adriana N. Hoskins
James L. Gutsch                   Assistant Treasurer
Vice President, Engineering

Ralph L. Moss
Vice President, Governmental
Affairs

Chief Executive Officers of Principal Seaboard Operations

Rodney K. Brenneman                Hugo D. Rossi
Pork                               Sugar

David M. Dannov                    Armando G. Rodriguez
Commodity Trading and Milling      Power

Edward A. Gonzalez
Marine


Stock Transfer Agent and
Registrar of Stock                 Availability of 10-K Report
_________________________________  ____________________________________________

Computershare Trust Company, N.A. Seaboard files its Annual Report on Form P.O. Box 43078 10-K with the Securities and Exchange Providence, Rhode Island 02940- Commission. Copies of the Form 10-K for

3078                               fiscal  2009  are  available  without charge
(800) 884-4225                     by  writing  Seaboard Corporation, 9000 West
                                   67th Street,  Shawnee Mission, Kansas 66202,
Auditors                           Attention:  Shareholder Relations or via the
_________________________________  Internet   at   http://www.seaboardcorp.com/
                                   investor-sec.aspx
KPMG LLP                           Seaboard provides  access to its most recent
1000 Walnut, Suite 1000            Form  10-K,  10-Q  and  8-K  reports  on its
Kansas City, Missouri 64106        Internet website, free of charge, as soon as
                                   reasonably practicable after  those  reports
                                   are electronically filed with the Securities
Stock Listing                      and Exchange Commission.
_________________________________

Seaboard's  common  stock   is

traded on the NYSE Amex
Equities (formerly, NYSE
Alternext US) under the symbol
SEB. Seaboard had 192
shareholders of record of its
common stock as of February 5,
2010.


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

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

ContiLatin del Peru S.A. *                   Same           Peru

Corporacion Alto Valle, S.A.                ALVASA          Dominican Republic

Delta Packaging Company Ltd.*                Same           Nigeria

Desarrollo Industrial Bioacuatico, S.A.*     DIBSA          Ecuador

Ecuador Holdings, Ltd*                       Same           Bermuda

Eureka Chickens Limited *                    Same           Zambia

Fairfield Rice Incorporated*                 Same           Guyana

Franquicias Azucareras S.A.*                 Same           Argentina

Global Trading Sierra Leone Limited          Same           Bahamas

Gloridge Bakery (PTY) Limited *              Same           Republic of South
                                                             Africa

Grassmere Holdings Limited                   Same           Mauritius

Green Island Maritime, Inc.                  Same           Florida

High Plains Bioenergy, LLC                   Same           Oklahoma

HPB Biodiesel Inc.                           Same           Delaware

Hybrid Poultry (Mauritius) Limited *         Same           Mauritius

H&O Shipping Limited1                        Same           Liberia

I.A.G. (Zambia) Limited                      Same           Zambia

Ingenio y Refineria San Martin del Tabacal
 S.R.L.                                     Tabacal         Argentina

InterAfrica Grains Ltd.                      Same           Bermuda

Inversiones y Servicios Diversos, S.A.      INVERSA         Guatemala

JacintoPort International LLC                Same           Texas

JacintoPort International LLC                Same           Delaware

JP LP, LLC                                   Same           Delaware

Les Moulins d'Haiti S.E.M. (LHM)*            Same           Haiti

Lesotho Flour Mills Limited*                 Same           Lesotho

Life Flour Mill Ltd.*                        Same           Nigeria

Maple Creek Farms, LLC                       Same           Kansas

Merriam Financial Services, Ltd.             Same           Bermuda

Merriam Insurance Company, Ltd.              Same           Cayman Islands

Merriam International Finance B.V.           Same           The Netherlands

Minoterie de Matadi, S.A.R.L.*              Midema          Democratic Republic
                                                             of Congo

                           EXHIBIT 21
                           (continued)

Minoterie du Congo, S.A.                    Minoco          Republic of Congo

Mission Funding, L.L.C.                      Same           Delaware

Moderna Alimentos, S.A.*                     Same           Ecuador

Molinos Champion, S.A.*                      Same           Ecuador

Molinos del Ecuador, C.A.*                  Molidor         Ecuador

Mount Dora Farms de Honduras, S.R.L.         Same           Honduras

Mount Dora Farms Inc.                       Same and        Florida
                                        SeaRice Caribbean

National Milling Company of Guyana, Inc.    Namilco         Guyana

National Milling Corporation Limited        Namilco         Zambia

Premier Feeds Mills Company Limited*         Same           Nigeria

Productores de Alcoholes y Melaza S.A.*      PAMSA          Argentina

Rafael del Castillo & Cia. S.A. *        Molinos Tres       Colombia
                                           Castillos

Representaciones Maritimas y Aereas, S.A.    REMARSA        Guatemala

Representaciones y Ventas S.A.*              Same           Ecuador

Sea Cargo, S.A.                              Same           Panama

Seaboard Bulk Services, Ltd.                 Same           Bermuda

Seaboard de Colombia, S.A.                   Same           Colombia

Seaboard de Mexico USA LLC2                  Same           Delaware

Seaboard de Nicaragua, S.A.                  Same           Nicaragua

Seaboard del Ecuador Cia. Ltda.              Same           Ecuador

Seaboard del Peru, S.A.                      Same           Peru

Seaboard Farms of Athens, Inc.               Same           Kansas

Seaboard Farms of Elberton, Inc.             Same           Kansas

Seaboard Foods LLC                           Same           Oklahoma

Seaboard Foods of Missouri, Inc.             Same           Missouri

Seaboard Freight & Shipping Jamaica Limited  Same           Jamaica

Seaboard Guyana Ltd.                         Same           Bermuda

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.3                        Same           Liberia

Seaboard Marine of Florida, Inc.             Same           Florida

Seaboard Marine (Trinidad) Limited           Same           Trinidad

Seaboard Minoco Ltd.                         Same           Bermuda

Seaboard MOZ Limited                         Same           Bermuda

Seaboard (Nigeria) Limited                   Same           Nigeria

Seaboard Overseas Colombia Limitada          Same           Colombia


EXHIBIT 21
(continued)

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 Solutions de Honduras, S.de R.L.    Same           Honduras

Seaboard Solutions, Inc.                     Same           Delaware

Seaboard Trading and Shipping Ltd.           Same           Kansas

Seaboard Transport Canada, Inc.              Same           Delaware

Seaboard Transport Inc.                      Same           Oklahoma

Seaboard West Africa Limited                 Same           Sierra Leone

Seaboard Zambia Ltd.                         Same           Bermuda

SEADOM, S.A.                                 Same           Dominican Republic

SeaMaritima, S.A. de C.V.                    Same           Mexico

SeaRice Limited                              Same           Bermuda

SeaRice Guyana, Inc.                         Same           Guyana

Secuador Limited                             Same           Bermuda

SEEPC (Nigeria) Ltd.* Same Nigeria

Servicios Maritimos Intermodales, C.A.       Same           Venezuela

Shawnee Funding, Limited Partnership         Same           Delaware

Shawnee GP LLC                               Same           Delaware

Shawnee LP LLC                               Same           Delaware

Shilton Limited                              Same           Cayman Islands

Shilton Zambia, Ltd.                         Same           Zambia

SSI Ocean Services, Inc.                     Same           Florida

T-S Shared Operations, LLC*                  Same           Missouri

Top Feeds Limited*                           Same           Nigeria

Transcontinental Capital Corp. (Bermuda)
 Ltd.                                        TCCB           Bermuda

Unga Farmcare (East Africa) Limited*         Same           Kenya

Unga Holdings Limited*                       Same           Kenya

Unga Limited*                                Same           Kenya

Unga Millers (Uganda) Limited*               Same           Uganda

Zenith Investment Limited*                   Same           Nigeria

1 Owns eight foreign ship holding company subsidiaries 2 Owns three Mexican incorporated subsidiaries 3 Owns twelve foreign ship holding company subsidiaries *Represents a non-controlled, non-consolidated affiliate.


Exhibit 31.1

CERTIFICATIONS

I, Steven J. 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 5, 2010
                        /s/ Steven J. Bresky
                        Steven J. Bresky, 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;

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 5, 2010
                            /s/ Robert L. Steer
                            Robert  L.  Steer, Senior Vice President,
                            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, 2009 (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 5, 2010

                                 /s/ Steven J. Bresky
                                 Steven J. Bresky, 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, 2009 (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 5, 2010
                          /s/ Robert L. Steer
                          Robert L. Steer, Senior Vice President,
                          Chief Financial Officer