PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

SEABOARD CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(Thousands of dollars except share and per share amounts)

(Unaudited)

			Three Months Ended												Nine Months Ended												Three Months Ended
			September 28,						September 29,						September 28,						September 29,						March 29,					March 30,
				2013						2012						2013						2012					2014					2013
Net sales:
Products (includes sales to affiliates of $183,968, $180,968, $531,051 and $544,152)				$	1,352,158					$	1,149,648					$	3,986,573					$	3,535,461
Products (includes sales to affiliates of $195,986 and $182,535)																											$	1,213,755				$	1,263,273
Service revenues				221,619						253,085						705,579						746,194					212,033					246,012
Other				74,328						76,683						222,288						179,467					53,848					73,011
Total net sales				1,648,105						1,479,416						4,914,440						4,461,122					1,479,636					1,582,296
Cost of sales and operating expenses:
Products				1,276,966						1,061,215						3,742,792						3,238,178					1,105,583					1,171,702
Services				211,914						216,232						653,006						663,156					194,507					224,995
Other				58,272						57,506						175,373						140,165					53,958					58,693
Total cost of sales and operating expenses				1,547,152						1,334,953						4,571,171						4,041,499					1,354,048					1,455,390
Gross income				100,953						144,463						343,269						419,623					125,588					126,906
Selling, general and administrative expenses				67,183						59,406						192,492						180,487					60,385					63,448
Operating income				33,770						85,057						150,777						239,136					65,203					63,458
Other income (expense):
Interest expense				(2,568		)				(3,888		)				(7,330		)				(8,826		)			(4,820		)			(2,392		)
Interest income				2,171						3,180						10,529						8,343					7,080					4,089
Interest income from affiliates				5,476						4,759						17,001						15,009					6,356					6,155
Income (loss) from affiliates				(4,989		)				2,318						(12,386		)				21,703					6,644					(2,850		)
Other investment income, net				3,020						3,830						3,274						6,320					573					2,186
Foreign currency gains (losses), net				(180		)				165						(1,460		)				(420		)
Foreign currency losses, net																											(5,693		)			(1,145		)
Miscellaneous, net				59						(919		)				4,751						(3,575		)			140					822
Total other income, net				2,989						9,445						14,379						38,554					10,280					6,865
Earnings before income taxes				36,759						94,502						165,156						277,690					75,483					70,323
Income tax expense				(5,394		)				(19,869		)				(36,008		)				(71,365		)			(27,034		)			(12,566		)
Net earnings				$	31,365					$	74,633					$	129,148					$	206,325				$	48,449				$	57,757
Less: Net loss (income) attributable to noncontrolling interests				(396		)				(211		)				(1,178		)				403
Less: Net income attributable to noncontrolling interests																											(283		)			(303		)
Net earnings attributable to Seaboard				$	30,969					$	74,422					$	127,970					$	206,728				$	48,166				$	57,454

Earnings per common share	$	25.99					$	61.92					$	107.09					$	171.52					$	40.55				$	47.98

Other comprehensive income (loss), net of income tax benefit of $4,012, $1, $9,552 and $2,566:
Other comprehensive income (loss), net of income tax benefit of $9,663 and $2,601:
Foreign currency translation adjustment				(14,067		)				(6,023		)				(26,888		)				(9,164		)			(26,775		)			(6,122		)
Unrealized gain (loss) on investments				227						1,604						(1,481		)				2,775
Unrealized loss on cash flow hedges				-						-						-						(91		)
Unrealized gain on investments																											526					429
Unrealized gain on cash flow hedges																											361					-
Unrecognized pension cost				1,192						1,135						4,929						4,455					320					1,192
Other comprehensive loss, net of tax				$	(12,648	)				$	(3,284	)				$	(23,440	)				$	(2,025	)			$	(25,568	)			$	(4,501	)
Comprehensive income				18,717						71,349						105,708						204,300					22,881					53,256
Less: Comprehensive loss (income) attributable to noncontrolling interests				(398		)				(220		)				(1,217		)				355
Less: Comprehensive income attributable to the noncontrolling interest																											(279		)			(297		)
Comprehensive income attributable to Seaboard				$	18,319					$	71,129					$	104,491					$	204,655				$	22,602				$	52,959

Average number of shares outstanding				1,191,744						1,201,974						1,195,006						1,205,239					1,187,681					1,197,516

See accompanying notes to condensed consolidated financial statements.

The following table shows assets and liabilities measured at fair value on a recurring basis as of ~~September 28, 2013~~March 29, 2014 and also the level within the fair value hierarchy used to measure each category of assets. Seaboard uses the end of the reporting period to determine if there were any transfers between levels. There were no transfers between levels that occurred in the first ~~nine months~~quarter of ~~2013.~~2014. The trading securities classified as other current assets below are assets held for Seaboard’s deferred compensation plans.



	Balance
	March 29,
(Thousands of dollars)	2014		Level 1		Level 2		Level 3

Assets:
Available-for-sale securities - short-term investments:
Money market funds	$	216,623	$	216,623	$	-	$			-
Corporate bonds	49,482		-		49,482		-
U.S. Government agency securities	47,554		-		47,554		-
Asset backed debt securities	11,938		-		11,938		-
Collateralized mortgage obligations	6,451		-		6,451		-
U.S. Treasury securities	2,770		-		2,770		-
Trading securities - short-term investments:
High yield debt securities	51,923		-		51,923		-
Emerging markets trading debt mutual fund	2,856		2,856		-		-
Money market funds held in trading accounts	1,287		1,287		-		-
Emerging markets trading debt securities	729		-		729		-
Other trading investments	609		-		609		-
Trading securities - other current assets:
Domestic equity securities	28,210		28,210		-		-
Foreign equity securities	7,943		5,676		2,267		-
Fixed income mutual funds	4,909		4,909		-		-
Money market funds	2,102		2,102		-		-
Other	3,641		1,702		1,939		-
Derivatives:
Commodities(1)	19,402		19,402		-		-
Interest rate swaps	388		-		388		-
Foreign currencies	59		-		59		-
Total Assets	$	458,876	$	282,767	$	176,109	$	-
Liabilities:
Derivatives:
Commodities(1)	$	43,271	$	42,386	$	885	$		-
Interest rate swaps	4,551		-		4,551		-
Foreign currencies	2,043		-		2,043		-
Total Liabilities	$	49,865	$	42,386	$	7,479	$	-

Balance

September 28,

(Thousands of dollars)

2013

Level 1

Level 2

Level 3

Assets:

Available-for-sale securities - short-term investments:

Money market funds

$
78,435

$
78,435

$
-

$
-

Corporate bonds

69,038

-

69,038

-

U.S. Government agency securities

20,412

-

20,412

-

Emerging markets debt mutual fund

17,253

17,253

-

-

Collateralized mortgage obligations

15,007

-

15,007

-

Asset backed debt securities

8,967

-

8,967

-

U.S. Treasury securities

5,237

-

5,237

-

Trading securities - short-term investments:

High yield debt securities

25,195

-

25,195

-

Emerging markets trading debt mutual fund

2,900

2,900

-

-

Emerging markets trading debt securities

1,535

-

1,535

-

Other trading investments

1,016

507

509

-

Trading securities - other current assets:

Domestic equity securities

22,881

22,881

-

-

Foreign equity securities

9,380

5,614

3,766

-

Fixed income mutual funds

5,954

5,954

-

-

Money market funds

2,046

2,046

-

-

U.S. Treasury securities

1,506

-

1,506

-

U.S. Government agency securities

958

-

958

-

Corporate bonds

81

-

81

-

Other

313

271

42

-

Derivatives:

Commodities(1)

2,062

2,062

-

-

Foreign currencies

4,088

-

4,088

-

Total Assets

$
294,264

$
137,923

$
156,341

$
-

Liabilities:

Derivatives:

Commodities(1)

$
17,882

$
17,882

$
-

$
-

Interest rate swaps

5,318

-

5,318

-

Foreign currencies

92

-

92

-

Total Liabilities

$
23,292

$
17,882

$
5,410

$
-

(1) Seaboard’s commodities derivative assets and liabilities are presented in the Condensed Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts. As of ~~September 28, 2013,~~March 29, 2014, the commodity derivatives had a margin account balance of ~~$30,382,000~~$42,622,000 resulting in a net other current asset on the Condensed Consolidated Balance Sheets of ~~$14,562,000.~~$19,638,000 and an other current liability of $885,000.

Counterparty Credit Risk

From time to time Seaboard is subject to counterparty credit risk related to its foreign currency exchange agreements and interest rate swaps, should the counterparties fail to perform according to the terms of the contracts. As of ~~September 28, 2013,~~March 29, 2014, Seaboard’s foreign currency exchange agreements have a maximum amount of loss due to credit risk in the amount of ~~$4,088,000~~$59,000 with ~~seven counterparties.~~three counterparties and the interest rate swaps have a maximum amount of loss due to credit risk in the amount of $388,000 with one counterparty. Seaboard does not hold any collateral related to these agreements.

The following table provides the amount of gain or (loss) recognized in income for each type of derivative and where it was recognized in the Condensed Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 28, 2013~~March 29, 2014 and ~~September 29, 2012.~~March 30, 2013.


(Thousands of dollars)
		Three Months Ended								Nine Months Ended
		September 28,				September 29,				September 28,				September 29,					Three Months Ended
		2013				2012				2013				2012					March 29,		March 30,
																			2014		2013

Commodities	Cost of sales		$	(8,790	)		$	1,660			$	(7,731	)		$	(6,454	)	Cost of sales	$ (6,584	)	$ (4,808	)

Foreign currencies	Cost of sales		1,528				4,302				15,027				4,003			Cost of sales	485		11,506

Foreign currencies	Foreign currency		(926		)		(327		)		4,961				(3,939		)	Foreign currency	765		4,067

Interest rate	Miscellaneous, net		(570		)		(1,372		)		2,864				(5,124		)	Miscellaneous, net	(602	)	472

The following table provides the fair value of each type of derivative held as of ~~September 28, 2013~~March 29, 2014 and December 31, ~~2012~~2013 and where each derivative is included on the Condensed Consolidated Balance Sheets.


(Thousands of dollars)		Asset Derivatives						Liability Derivatives						Asset Derivatives				Liability Derivatives
		September 28,			December 31,			September 28,			December 31,
			2013			2012			2013			2012		March 29,		December 31,		March 29,		December 31,

														2014		2013		2014		2013

Commodities	Other current assets		$ 2,062	(1)		$ 6,916	Other current assets		$ 17,882	(1)		$ 7,112	Other current assets	$ 19,402	(1)	$ 2,331	Other current liabilities	$ 43,271	(1)	$ 16,014

Foreign currencies	Other current assets		4,088			-	Other current liabilities		92			4,157	Other current assets	59		2,763	Other current liabilities	2,043		101

Interest rate	Other current assets		-			-	Other current liabilities		5,318			9,810	Other current assets	388		-	Other current liabilities	4,551		4,103

(1) Seaboard’s commodities derivative assets and liabilities are presented in the Condensed Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts. As of ~~September 28, 2013~~March 29, 2014 and December 31, ~~2012,~~2013, the commodity derivatives had a margin account balance of ~~$30,382,000~~$42,622,000 and ~~$14,063,000,~~$29,822,000, respectively, resulting in a net other current asset on the Condensed Consolidated Balance Sheets of ~~$14,562,000~~$19,638,000 and ~~$13,867,000,~~$16,731,000, respectively and other current liabilities of $885,000 and $592,000, respectively.

Note 6 – Employee Benefits

Seaboard maintains two defined benefit pension plans for its domestic salaried and clerical employees. During the third quarter of 2013, Seaboard completed future funding analyses for these plans and in September 2013 made a deductible contribution of $10,000,000 for the 2012 plan year, principally to avoid future Pension Benefit Guaranty Corporation variable rate premiums established pursuant to the Employee Retirement Income Security Act of 1974. At this time, no ~~further~~ contributions are expected to be made to these plans for the remainder of ~~2013.~~2014. Seaboard also sponsors non-qualified, unfunded supplemental executive plans, and has certain individual, non-qualified, unfunded supplemental retirement agreements for certain retired employees. Management has no plans to provide funding for these supplemental plans in advance of when the benefits are paid.

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

Three Months Ended

Nine Months Ended

September 28,

September 29,

September 28,

September 29,

(Thousands of dollars)

2013

2012

2013

2012

Components of net periodic benefit cost:

Service cost

$
2,342

$
2,221

$
7,026

$ 6,657

Interest cost

2,028

2,220

6,131

6,655

Expected return on plan assets

(1,615)

(1,608)

(4,841)

(4,817)

Amortization and other

1,565

1,550

4,744

4,647

Agreement termination gain

-

-

(3,204)

-

Settlement

-

-

-

1,796

Net periodic benefit cost

$
4,320

$
4,383

$
9,856

$14,938

	Three Months Ended
	March 29,		March 30,
(Thousands of dollars)	2014		2013

Components of net periodic benefit cost:
Service cost	$ 1,856		$ 2,421
Interest cost	2,403		2,068
Expected return on plan assets	(2,185	)	(1,612	)
Amortization and other	470		1,636
Net periodic benefit cost	$ 2,544		$ 4,513

In late April 2013, Mr. Joseph E. Rodrigues, Seaboard’s board member and retired former Executive Vice President and Treasurer of Seaboard Corporation, passed away. During retirement, Mr. Rodrigues received retirement payments under an individual, non-qualified, unfunded supplemental retirement agreement. Upon his death, this agreement terminated which eliminated the remaining accrued pension liability. This resulted in a one-time agreement termination gain of $3,204,000, or $1,954,000 net of tax, which was recognized in net earnings in addition to a gain of $2,148,000, or $1,310,000 net of tax, from the elimination of unrecognized pension cost in other comprehensive income during the second quarter of 2013.11

During June 2012 when the actual pension costs for 2012 were finalized, it was determined that a settlement payment made in March 2012 was greater than the actual service cost and interest cost components of the 2012 net periodic pension cost for a non-qualified, unfunded supplemental executive plan. As a result, during the second quarter of 2012 a settlement loss of $1,796,000 was recorded in the Pork division’s results of operations.

Note 7 – ~~Notes Payable, Long-Term Debt,~~ Commitments and Contingencies

In April 2013, Seaboard provided notice of call for early redemption to holders of certain Industrial Development Revenue Bonds (IDRBs) effective May 13, 2013. As a result, $10,800,000 of IDRBs were reclassified from long-term debt to current maturities of long-term debt as of March 30, 2013. A payment of $10,800,000 was made in the second quarter of 2013.

In February 2013, Seaboard refinanced its committed bank line for $200,000,000 and also extended the maturity date to February 20, 2018. The refinancing of the committed bank line revised the terms by increasing the tangible net worth to $1,870,445,000, plus 25% of cumulative consolidated net income beginning after December 31, 2012, increasing the dividend payment limit to $25,000,000 per year, increasing the subsidiary and priority indebtedness to 20% and eliminated the required consolidated funded debt to consolidated total capitalization ratio.

In December 2012, Seaboard provided notice of call for early redemption to holders of certain IDRBs effective January 14, 2013. As a result, $13,000,000 of IDRBs were reclassified from long-term debt to current maturities of long-term debt as of December 31, 2012. A payment of $13,000,000 was made in the first quarter of 2013.

Contingencies

On September 19, 2012, the United States Immigration and Customs Enforcement ~~(“ICE”)~~ executed three search warrants authorizing the seizure of certain records from Seaboard’s offices in Merriam, Kansas and at the Seaboard Foods employment office and the human resources department in Guymon, Oklahoma. The warrants generally called for the seizure of employment-related files, certain e-mails and other electronic records relating to Medicaid and Medicaid recipients, certain health care providers in the Guymon area, and Seaboard’s health plan and certain personnel issues. This investigation is being handled by the United States Attorney’s Office for the Western District of Oklahoma (“USAO”). Seaboard is cooperating with the USAO in connection with this investigation. No civil or criminal proceedings or charges have been filed or brought. It is not possible at this time to determine whether Seaboard will incur any material fines, penalties or ~~material~~ liabilities in connection with this matter.

Seaboard is subject to various administrative and judicial proceedings and other legal matters related to the normal conduct of its business. In the opinion of management, the ultimate resolutions of these items are not expected to have a material adverse effect on the Condensed Consolidated Financial Statements of Seaboard.

Contingent Obligations

Certain of the non-consolidated affiliates and third party contractors who perform services for Seaboard have bank debt supporting their underlying operations. From time to time, Seaboard will provide guarantees of that debt allowing a lower borrowing rate or facilitating third party financing in order to further Seaboard’s business ~~objectives~~. objectives. Seaboard does not issue guarantees of third parties for compensation. As of ~~September 28, 2013,~~March 29, 2014, guarantees outstanding to third parties were not material. 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 ~~September 28, 2013, Seaboard had outstanding letters of credit (“LCs”) with various banks which reduced its~~March 29, 2014, Seaboard’s borrowing capacity under its committed and uncommitted lines was reduced by letters of credit ~~facilities by $44,960,000~~(“LCs”) totaling $543,000 and ~~$3,597,000,~~$3,706,000, respectively. ~~These LCs included $18,397,000~~The notes payable to banks under the credit lines are unsecured. The lines of ~~LCs, which support the IDRBs included as long-term debt and $26,889,000 of LCs related to insurance coverages.~~credit do not require compensating balances.

~~Commitments~~

In July 2013, Seaboard Marine, Ltd. (“Seaboard Marine”) amended its Terminal Agreement with Miami-Dade County primarily to provide increased acreage, minimum usage of port cranes and add one additional five-year renewal option. Under this amended terminal agreement accounted for as an operating lease, Seaboard Marine’s total minimum payments over the initial term of the agreement through September 30, 2028, increased by approximately $75,600,000 and now includes three five-year renewal options. This minimum amount could increase if certain conditions are met.

Note 8 – Stockholders’ Equity and Accumulated Other Comprehensive Loss

~~The components of and changes in accumulated other comprehensive loss, net of tax, for the three months ended September 28, 2013 are as follows:~~

Cumulative

Foreign

Unrealized

Unrealized

Currency

Gain (Loss)

Loss on

Unrecognized

Translation

on

Cash Flow

Pension

(Thousands of dollars)

Adjustment

Investments

Hedges

Cost

Total

Balance June 29, 2013

$
(122,278
)
$
524

$
(113
)
$
(60,469
)

$(182,336
)
Other comprehensive income (loss) before reclassifications

(14,067
)
376

-

-

(13,691
)
Amounts reclassified from accumulated other comprehensive loss

-

(149
)(1)

-

1,192
(2)

1,043

Net current-period other comprehensive income (loss)

(14,067
)
227

-

1,192

(12,648
)
Balance September 28, 2013

$
(136,345
)
$
751

$
(113
)
$
(59,277
)

$(194,984
)

~~(1)~~ ~~This represents realized gains on the sale of available-for-sale securities and was recorded in other investment income, net.~~

~~(2)~~ ~~This primarily represents the amortization of actuarial losses that are included in net periodic pension cost and are recorded in operating income. See Note 6 for further discussion.~~

~~The components of and changes in accumulated other comprehensive loss, net of tax, for the nine months ended September 28, 2013 are as follows:~~

Cumulative

Foreign

Unrealized

Unrealized

Currency

Gain (Loss)

Loss on

Unrecognized

Translation

on

Cash Flow

Pension

(Thousands of dollars)

Adjustment

Investments

Hedges

Cost

Total

Balance December 31, 2012

$
(109,457
)
$
2,232

$
(113
)
$
(64,206
)

$
(171,544
)
Other comprehensive income (loss) before reclassifications

(26,888
)
(933
)

-

1,310

(26,511
)
Amounts reclassified from accumulated other comprehensive loss

-

(548
)(1)

-

3,619
(2)

3,071

Net current-period other comprehensive income (loss)

(26,888
)
(1,481
)

-

4,929

(23,440
)
Balance September 28, 2013

$
(136,345
)
$
751

$
(113
)
$
(59,277
)

$
(194,984
)

~~(1)~~ ~~This represents realized gains on the sale of available-for-sale securities and was recorded in other investment income, net.~~

~~(2)~~ ~~This primarily represents the amortization of actuarial losses that are included in net periodic pension cost and are recorded in operating income. See Note 6 for further discussion.~~

As discussed in Note 6 to the Condensed Consolidated Financial Statements, Seaboard recognized a one-time retirement agreement termination gain of $1,310,000 net of tax, in unrecognized pension cost in other comprehensive loss during the second quarter of 2013.

The foreign currency translation adjustment primarily represents the effect of the Argentine peso currency exchange fluctuation on the net assets of the Sugar segment. At September 28, 2013, the Sugar segment had $175,807,000 in net assets denominated in Argentine pesos and $1,468,000 in net assets denominated in U.S. dollars. Management anticipates that the Argentine peso may continue to weaken against the U.S. dollar and thus it is anticipated that Seaboard will incur additional foreign currency translation adjustment losses in other comprehensive loss during the remainder of 2013.

With the exception of the foreign currency translation adjustment to which a 35 percent federal tax rate is applied, income taxes for components of accumulated other comprehensive loss were recorded using a 39 percent effective tax rate. In addition, the unrecognized pension cost includes $19,954,000 related to employees at certain subsidiaries for which no tax benefit has been recorded.

On November 1, 2013, Seaboard’s Board of Directors authorized an additional $75,000,000 for use in purchasing Seaboard’s Common Stock pursuant to Seaboard’s share repurchase program initially approved in November 2009, and which previously had $100,000,000 of authority. As of ~~September 28, 2013, $15,856,000~~March 29, 2014, $80,223,000 remained available for repurchases under this ~~program, before the newly authorized additional $75,000,000.~~program. For the ~~nine~~three months ended ~~September 28, 2013,~~March 29, 2014, Seaboard repurchased ~~6,430~~1,667 shares of common stock at a total cost of ~~$17,349,000.~~$4,404,000. The share repurchase program is in effect through October 31, 2015. Under this share repurchase program, Seaboard is authorized to repurchase its Common Stock from time to time in open market or privately negotiated purchases, which may be above or below the traded market price. During the period that the share repurchase program remains in effect, from time to time, Seaboard may enter into a 10b5-1 plan authorizing a third party to make such purchases on behalf of Seaboard. The stock repurchase will be funded by cash on hand. Shares repurchased will be retired and resume the status of authorized and unissued shares. All stock repurchased will be made in compliance with applicable legal requirements and the timing of the repurchases and the number of shares repurchased at any given time will depend upon market conditions, compliance with Securities and Exchange Commission regulations and other factors. The Board’s stock repurchase authorization does not obligate Seaboard to acquire a specific amount of common stock and the stock repurchase program may be suspended at any time at Seaboard’s discretion.

In December 2012, Seaboard declared and paid a dividend of $12.00 per share on the common stock. The increased amount of the dividend (which has historically been $0.75 per share on a quarterly basis or $3.00 per share on an annual basis) represented a prepayment of the annual 2013, 2014, 2015 and 2016 dividends ($3.00

per share per year). Seaboard did not declare or pay a dividend in 2013. Seaboard does not currently intend to declare any further dividends for the years ~~2013-2016.~~2014-2016.

The components of and changes in accumulated other comprehensive loss, net of tax, for the three months ended March 29, 2014 are as follows:


	Cumulative
	Foreign		Unrealized			Unrealized
	Currency		Gain			Gain (Loss)			Unrecognized
	Translation		on			on Cash Flow			Pension
(Thousands of dollars)	Adjustment		Investments			Hedges			Cost		Total

Balance December 31, 2013	$ (155,413	)	$	481		$	(113	)	$ (26,752	)	$(181,797	)

Other comprehensive income (loss) before reclassifications	(26,775	)	15			361			-		(26,399	)

Amounts reclassified from accumulated other comprehensive loss	-		511		(1)	-			320	(2)	831

Net current-period other comprehensive income (loss)	(26,775	)	526			361			320		(25,568	)

Balance March 29, 2014	$ (182,188	)	$	1,007		$	248		$ (26,432	)	$(207,365	)

(1) This represents realized gains on the sale of available-for-sale securities and was recorded in other investment income, net.

(2) This primarily represents the amortization of actuarial losses that are included in net periodic pension cost and are recorded in operating income. See Note 6 for further discussion.

The components of and changes in accumulated other comprehensive loss, net of tax, for the three months ended March 30, 2013 are as follows:

	Cumulative
	Foreign		Unrealized			Unrealized
	Currency		Gain (Loss)			Loss on			Unrecognized
	Translation		on			Cash Flow			Pension
(Thousands of dollars)	Adjustment		Investments			Hedges			Cost		Total

Balance December 31, 2012	$ (109,457	)	$	2,232		$	(113	)	$ (64,206	)	$(171,544	)

Other comprehensive income (loss) before reclassifications	(6,122	)	639			-			-		(5,483	)

Amounts reclassified from accumulated other comprehensive loss	-		(210		)(1)	-			1,192	(2)	982

Net current-period other comprehensive income (loss)	(6,122	)	429			-			1,192		(4,501	)

Balance March 30, 2013	$ (115,579	)	$	2,661		$	(113	)	$ (63,014	)	$(176,045	)

(1) This represents realized gains on the sale of available-for-sale securities and are recorded in other investment income, net.

(2) This primarily represents the amortization of actuarial losses that are included in net periodic pension cost and are recorded in operating income. See Note 6 for further discussion.

The foreign currency translation adjustment primarily represents the effect of the Argentine peso currency exchange fluctuation on the net assets of the Sugar segment. At March 29, 2014, the Sugar segment had $123,479,000 in net assets denominated in Argentine pesos and $1,587,000 in net liabilities denominated in U.S. dollars. Management anticipates that the Argentine peso may continue to weaken against the U.S. dollar and thus it is anticipated that Seaboard could incur additional foreign currency translation adjustment losses in other comprehensive loss during the remainder of 2014.

At March 29, 2014 and March 30, 2013, income taxes for cumulative foreign currency translation adjustments were recorded using a 35% effective tax rate except for $49,411,000 and $4,018,000, respectively, related to certain subsidiaries for which no tax benefit was recorded. At March 29, 2014 and March 30, 2013, income taxes for all other components of accumulated other comprehensive loss were recorded using a 39% effective rate except for unrecognized pension cost of $8,580,000 and $20,737,000, respectively, related to employees at certain subsidiaries for which no tax benefit has been recorded.

Note 9 - Segment Information

The Tax Act signed into law in January 2013 as discussed in Note 4, renewed and extended the Federal blender’s credits that Seaboard iswas entitled to receive for biodiesel it blends which had previously expired on December 31, 2011 and renewed retroactively to January 1, 2012 with an expiration of December 31, 2013. As a result, in the first quarter of 2013 the Pork segment recognized a one-time credit of approximately $11,260,000 as revenues related to this Federal blender’s tax incentive for gallons produced and sold in fiscal 2012. The ~~impact~~Federal blender’s credits have not been renewed for 2014.

The Power segment has been operating a floating power generating facility (72 megawatts) in the ~~remainder of 2013 is not expected~~Dominican Republic under a short-term lease agreement. On April 1, 2014, Seaboard provided notice to cancel the lease. Although the final date for operating the leased facility has yet to be ~~significant as market prices for biodiesel have adjusted downward as a result~~finalized, it is anticipated to be during the second or third quarter of 2014. Seaboard had previously sold this facility to the current owner in 2011. As part of the ~~renewed credit.~~

original sale in 2011, Seaboard and the purchaser agreed to defer the sale of inventory to the purchaser related to the leased facility until the end of the lease term. In ~~January 2012, Seaboard made a payment~~addition, $1,500,000 of $2,825,000, net of cash acquired, to increase its ownership interest from 50% to 70% in PS International, LLC (PSI), a specialty grain trading business headquartered in North Carolina. As a result, effective January 1, 2012, Seaboard began consolidation accounting and discontinued the ~~equity method of accounting~~original sale price for this ~~investment. An additional payment was made~~facility remained in ~~2012 subsequent~~escrow for potential dry dock costs pending final inspection and testing. Finalization of the transfer of the leased facility to the ~~second~~owner and related settlement of all items noted above is anticipated to occur during the third or fourth quarter of ~~2012 for this transaction upon~~2014. At that time, Seaboard anticipates recognizing a gain related to these items of an amount estimated to be approximately $4,500,000, depending on final verification of certain balance sheet items as of December 31, 2011. On December 31, 2012, Seaboard further increased its ownership from 70% to 85%. Total cash paid for these two transactions in 2012, net of cash acquired was $3,186,000 and $3,045,000, respectively. An additional payment indry dock costs, if any, which would reduce the amount of $515,000 was made in the second quarter of 2013 for the December 2012 transaction upon final verification of certain balance sheet items as of December 31, 2012. Pro forma results of operations are not presented, as the effects of consolidation are not material to Seaboard’s results of operations.gain.

The Turkey segment, accounted for using the equity method, represents Seaboard’s investment in Butterball, LLC (Butterball). Butterball had total net sales for the three ~~and nine~~ months ended ~~September 28,~~March 29, 2014 and March 30, 2013 of ~~$444,787,000~~$355,763,000 and ~~$1,169,301,000, respectively, compared to total net sales for the three and nine months ended September 29, 2012 of $369,949,000 and $973,988,000,~~$370,570,000, respectively. Butterball had operating income (loss) for the three ~~and nine~~ months ended ~~September 28,~~March 29, 2014 and March 30, 2013 of ~~$1,282,000~~$20,748,000 and ~~$(3,238,000)~~$(2,103,000), ~~respectively, compared to operating income for the three and nine months ended September 29, 2012 of $7,554,000 and $48,686,000,~~ respectively. In the first ~~and third quarters~~quarter of 2013, Butterball incurred additional charges for impairment of fixed assets related to the planned sale of its Longmont, Colorado facility of which Seaboard’s proportionate share of these charges represented ~~$(1,155,000) and $(3,859,000)~~$(2,704,000) recognized in loss from ~~affiliate for the three and nine months ended September 28, 2013, respectively.~~affiliates. As of ~~September 28, 2013~~March 29, 2014 and December 31, ~~2012,~~2013, the Turkey segment had total assets of ~~$1,058,004,000~~$985,913,000 and ~~$871,945,000,~~$907,004,000, respectively.

On December 31, 2012, Seaboard provided a loan of $81,231,000 to Butterball, which was included in Notes Receivable from Affiliates. This loan was made to fund Butterball’s purchase of assets from Gusto Packing Company, Inc., a pork and turkey further processor located in Montgomery, Illinois. In late March 2013, Butterball renegotiated its third party financing and on March 28, 2013 repaid in full this loan from Seaboard.

In conjunction with Seaboard’s initial investment in Butterball onin December 6, 2010, Seaboard has a long-term note receivable from Butterball which had a balance of ~~$122,438,000~~$129,551,000 as of ~~September 28, 2013.~~March 29, 2014. Part of the interest earned on this note is pay-in-kind interest, which accumulates and is paid at maturity. During the third quarter of 2011, Seaboard provided a term loan of $13,037,000 to Butterball to pay off capital leases for certain fixed assets which originally were financed with third parties. The effective interest rate on the term loan is approximately 12%. Although the term loan expires on January 31, 2018, Seaboard anticipates that Butterball will pay off the term loan prior to such expiration date as Butterball is expected to sell all of the related assets and is required to remit the proceeds from such sale to Seaboard to repay the loan. As of September 28, 2013, the balance of the term loan recordedmaturity in ~~long-term notes receivable from affiliates was $9,030,000.~~December 2017.

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

Sales to External Customers:

	Three Months Ended

	March 29,		March 30,
(Thousands of dollars)	2014		2013

Pork	$	382,090	$	409,252
Commodity Trading and Milling	789,390		800,754
Marine	200,464		230,156
Sugar	50,356		66,164
Power	53,848		72,967
All Other	3,488		3,003
Segment/Consolidated Totals	$	1,479,636	$	1,582,296

1514

~~Sales to External Customers:~~

Three Months Ended

Nine Months Ended

September 28,

September 29,

September 28,

September 29,

(Thousands of dollars)

2013

2012

2013

2012

Pork

$
435,981

$
413,077

$
1,262,083

$
1,214,405

Commodity Trading and Milling

857,994

675,649

2,553,510

2,125,263

Marine

219,466

242,330

676,347

712,141

Sugar

58,500

69,025

192,554

220,277

Power

73,607

75,778

221,386

178,562

All Other

2,557

3,557

8,560

10,474

Segment/Consolidated Totals

$
1,648,105

$
1,479,416

$
4,914,440

$
4,461,122

Operating Income (Loss):

	Three Months Ended				Nine Months Ended				Three Months Ended
	September 28,		September 29,		September 28,		September 29,		March 29,		March 30,
(Thousands of dollars)	2013		2012		2013		2012		2014		2013

Pork	$	34,099	$	29,863	$	89,997	$	103,582	$	60,477	$	32,264
Commodity Trading and Milling	8,808		16,662		29,746		53,822		11,930		12,328
Marine	(15,033)		13,006		(22,413)		14,578		(7,392)		(3,266)
Sugar	193		13,615		28,312		51,326		6,761		16,541
Power	13,429		18,649		41,405		35,123		(1,684)		12,939
All Other	216		93		354		262		337		120
Segment Totals	41,712		91,888		167,401		258,693		70,429		70,926
Corporate Items	(7,942)		(6,831)		(16,624)		(19,557)		(5,226)		(7,468)
Consolidated Totals	$	33,770	$	85,057	$	150,777	$	239,136	$	65,203	$	63,458

Income (Loss) from Affiliates:

	Three Months Ended				Nine Months Ended					Three Months Ended
	September 28,		September 29,		September 28,			September 29,		March 29,		March 30,
(Thousands of dollars)	2013		2012		2013			2012		2014		2013

Commodity Trading and Milling	$	(999)	$	2,143	$	(1,187)		$	7,155	$	(35)	$	2,090
Sugar	54		(122)		171		��	(184)		305		93
Turkey	(4,044)		297		(11,370)			14,732		6,374		(5,033)
Segment/Consolidated Totals	$	(4,989)	$	2,318	$	(12,386)		$	21,703	$	6,644	$	(2,850)

Total Assets:

September 28,

December 31,

(Thousands of dollars)

2013

2012

Pork

$
776,480

$
740,245

Commodity Trading and Milling

1,024,475

992,507

Marine

273,529

281,215

Sugar

237,344

254,445

Power

282,076

235,377

Turkey

330,855

423,825

All Other

4,713

5,288

Segment Totals

2,929,472

2,932,902

Corporate Items

400,413

414,879

Consolidated Totals

$
3,329,885

$
3,347,781

	March 29,		December 31,
(Thousands of dollars)	2014		2013

Pork	$	785,617	$	773,641
Commodity Trading and Milling	1,013,417		1,056,930
Marine	270,362		271,012
Sugar	169,306		226,245
Power	216,728		267,431
Turkey	351,926		342,083
All Other	7,045		6,428
Segment Totals	2,814,401		2,943,770
Corporate Items	525,413		474,278
Consolidated Totals	$	3,339,814	$	3,418,048

Investments in and Advances to Affiliates:

	September 28,		December 31,		March 29,		December 31,
(Thousands of dollars)	2013		2012		2014		2013

Commodity Trading and Milling	$	194,645	$	186,873	$	192,697	$	197,036
Sugar	2,526		2,775		2,476		2,768
Turkey	199,388		220,894		213,470		207,096
Segment/Consolidated Totals	$	396,559	$	410,542	$	408,643	$	406,900

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

1715

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

LIQUIDITY AND CAPITAL RESOURCES

Summary of Sources and Uses of Cash

Cash and short-term investments as of ~~September 28, 2013 decreased $84.3~~March 29, 2014 increased $85.4 million to ~~$276.7~~$431.1 million from December 31, ~~2012. Cash decreased as a~~2013. The increase was primarily the result of net cash from operating activities of $144.0 million. Partially offsetting the increase was cash used for capital expenditures of ~~$110.9~~$38.0 million, ~~investments~~decreases in ~~affiliates~~notes payables of ~~$37.8 million, principal payments of long-term debt of $29.9~~$15.9 million and ~~repurchase~~repurchases of common stock of ~~$17.3 million. Partially offsetting the decrease were principal payments received on notes receivable from affiliate of $81.3 million and an increase in notes payable of $27.0~~$4.4 million. Cash from operating activities ~~decreased $127.9~~increased $165.0 million for the ~~nine~~three months ended ~~September 28, 2013~~March 29, 2014 compared to the same period in ~~2012,~~2013, primarily ~~reflecting the timing of payments~~ as a result of a decrease in ~~current liabilities during the 2013 period while current liabilities increased~~inventories, principally for ~~the 2012 period, principally in~~ the Commodity Trading and Milling segment which had increased in 2013, and accounts receivables, especially related to past due amounts in the Power segment.

Acquisitions, Capital Expenditures and Other Investing Activities

During the ~~nine~~three months ended ~~September 28, 2013,~~March 29, 2014, Seaboard invested ~~$110.9~~$38.0 million in property, plant and equipment, of which ~~$58.1~~$19.7 million was expended in the Pork segment, ~~$13.0 million in the Commodity Trading and Milling segment, $20.7~~$14.6 million in the Marine segment and ~~$19.1~~$3.7 million in all other segments. The Pork segment expenditures were primarily for ~~additional finishing barns,~~semi-tractors, improvements to existing facilities and related equipment, ~~completion of construction of a new feed mill~~ and ~~the purchase of semi-tractors. The Commodity Trading and Milling segment expenditures were primarily for the purchase of a dry bulk vessel.~~additional finishing barns. The Marine segment expenditures were primarily for purchases of cargo carrying and handling equipment. All other segments’ capital expenditures were of a normal recurring nature and primarily include replacements of machinery and equipment, and general facility modernizations and upgrades.

For the remainder of ~~2013,~~2014, management has budgeted capital expenditures totaling ~~$60.7~~$184.1 million. The Pork segment plans to spend ~~$25.2~~$43.1 million primarily for improvements to existing facilities and related equipment, and for compressed natural gas semi-tractors ~~additional finishing barns~~and related refueling stations. The Commodity Trading and Milling segment plans to spend $78.5 million primarily for payments of $60.2 million for four dry bulk vessels being built for a total estimated cost of $90.0 million and improvements to existing facilities and related equipment. However, Seaboard currently anticipates selling and leasing back these four vessels as they are completed which would result in Seaboard receiving back the amounts spent to build at each individual lease inception with no gain or loss on sale. Final lease terms including amount of payments are pending finalization of the lease agreements. The ~~Commodity Trading~~first three vessels are scheduled for delivery in the second half of 2014 and ~~Milling segment has budgeted $15.9 million primarily for~~ the ~~purchase of a dry bulk~~last vessel for $9.2 million, improvements to existing facilities and related equipment and another payment on four dry bulk vessels being built. The final payment of $72.6 million for these vessels being built is anticipated to be made in ~~2014 for a total cost of $83.0 million.~~early 2015. The Marine segment has budgeted ~~$12.6~~$38.4 million primarily for additional cargo carrying and handling equipment. In addition, management will be evaluating whether to purchase additional containerized cargo vessels for the Marine segment during ~~2013.~~2014. The balance of ~~$7.0~~$24.1 million is planned to be spent in all other businesses primarily for normal upgrades to existing operations. Management anticipates paying for these capital expenditures from a combination of available cash, the use of available short-term investments orand Seaboard’s available borrowing capacity.

In September 2013, Seaboard invested $7.4 million in a flour milling business located in Southern Africa for a 49% non-controlling interest. Also in September 2013, Seaboard invested $17.0 million in a flour production business in Brazil for a 50% non-controlling equity interest and provided a $13.0 million long-term loan to this business. Half of the interest on this long-term note receivable from affiliate is paid currently in cash and the other half accrues as pay-in-kind interest. This note receivable matures in September 2020 but can be repaid after one year with Seaboard having the option to convert to equity after one year and the other equity holders having the option to match such conversion with a purchase of new shares to avoid dilution. These investments will be accounted for using the equity method.

In July 2013, Seaboard acquired a 50% non-controlling interest in a flour milling business located in Gambia. As of September 28, 2013, Seaboard had invested $7.3 million with an additional estimated $1.0 million anticipated to be invested during the remainder of 2013, for a total investment in and advances to this affiliate of $8.3 million. This investment will be accounted for using the equity method.

On March 28, 2013, Butterball, LLC (Butterball) repaid in full the $81.2 million loan Seaboard made on December 31, 2012 to its non-consolidated affiliate to fund its purchase of assets from Gusto Packing Company, Inc. In addition, during the first quarter of 2013, Butterball paid a $10.3 million cash dividend to Seaboard.

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

Financing Activities and Debt

As of ~~September 28, 2013,~~March 29, 2014, Seaboard had a committed line of credit totaling $200.0 million and uncommitted lines totaling ~~$270.4~~$191.7 million. ~~In February 2013, Seaboard refinanced the committed credit facility extending the maturity date to February 20, 2018.~~ As of ~~September 28, 2013,~~March 29, 2014, there were no borrowings outstanding under the committed line of credit and borrowings under the uncommitted lines of credit totaled ~~$54.9~~$46.0 million, with all such borrowings related to foreign subsidiaries. ~~Outstanding standby letters of credit reduced~~ Seaboard’s borrowing capacity under its committed and uncommitted lines was reduced by letters of credit ~~lines by $45.0~~(LCs) totaling $0.5 million and ~~$3.6~~$3.7 million, ~~respectively, primarily representing $18.4 million for Seaboard’s outstanding Industrial Development Revenue Bonds and $26.9 million related to insurance coverage.~~respectively.

In April 2013, Seaboard provided notice of call for early redemption to holders of certain IDRBs effective May 13, 2013. As a result, $10.8 million of IDRBs were reclassified from long-term debt to current maturities of long-term debt as of March 30, 2013. Seaboard paid $10.8 million in the second quarter of 2013. In December 2012, Seaboard provided notice of call for early redemption to holders of certain ~~IDRBs~~Industrial Development Revenue Bonds effective January 14, 2013. ~~As a result, $13.0 million of IDRBs were reclassified from long-term debt to current maturities of long-term debt as of December 31, 2012.~~ Seaboard paid $13.0 million in the first quarter of 2013.

Seaboard’s remaining ~~2013~~2014 scheduled long-term debt maturities total ~~$6.0~~$11.4 million. As of ~~September 28, 2013,~~March 29, 2014, Seaboard had cash and short-term investments of ~~$276.7~~$431.1 million, additional total net working capital of ~~$925.4~~$824.9 million and a $200.0 million committed line of credit maturing on February 20, 2018. 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 ~~2013.~~2014. Management intends to continue seeking opportunities for expansion in the industries in which Seaboard operates, utilizing existing liquidity, available borrowing capacity and other financing alternatives.

As of ~~September 28, 2013, $78.1~~March 29, 2014, $213.5 million of the ~~$276.7~~$431.1 million of cash and short-term investments were held by Seaboard’s foreign subsidiaries and Seaboard could be required to accrue and pay taxes to repatriate these funds if needed for Seaboard’s operations in the U.S. However, Seaboard’s intent is to permanently reinvest these funds outside the U.S. and current plans do not demonstrate a need to repatriate them to fund Seaboard’s U.S. operations.

As of September 28, 2013, Seaboard believes its exposure to the current potential European sovereign debt problems is not material. Seaboard monitors these exposures and currently does not believe there is a significant risk.

On November 1, 2013, Seaboard’s Board of Directors authorized an additional $75.0 million for use in purchasing Seaboard’s Common Stock pursuant to Seaboard’s share repurchase program initially approved in November 2009. For the ~~nine~~three months ended ~~September 28, 2013,~~March 29, 2014, Seaboard used cash to repurchase ~~6,430~~1,667 shares of common stock at a total price of ~~$17.3~~$4.4 million. See Note 8 to the Condensed Consolidated Financial Statements for further discussion of this item.

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

RESULTS OF OPERATIONS

Net sales decreased to $1,479.6 million for the ~~three and nine month periods~~first quarter of ~~2013 increased by $168.7~~2014 compared to $1,582.3 million ~~and $453.3 million, respectively, over the same periods in 2012. The increases primarily reflect higher sales for commodity trading from increased volumes to third parties, especially~~ for the ~~three month period,~~first quarter of 2013. The decrease primarily reflected lower cargo volumes in certain markets for the Marine segment, lower sales volume of pork products and ~~increased~~decreased payments received from the U.S. Government for biodiesel production for the Pork segment, lower spot market rates for the Power segment and lower sale prices for ~~wheat and soybean meal, especially~~sugar for the ~~nine month period.~~Sugar segment. The decrease was partially offset by higher prices for pork products sold.

Operating income increased to $65.2 million in the first quarter of 2014 compared to $63.5 million in the first quarter of 2013. The increase primarily reflects higher prices for pork products sold. Principally offsetting the increase were decreased ~~by $51.3 million and $88.4 million~~payments received from the U.S. Government for biodiesel production for the ~~three and nine month periods of 2013, respectively, compared to the same periods in 2012. The decreases primarily reflect operating losses~~Pork segment, lower spot market rates for the ~~Marine segment and~~Power division, lower ~~operating income~~sale prices for sugar for the Sugar segment ~~as discussed below. The decrease~~and increased operating costs for the ~~nine month period also reflects lower operating income for commodity trading sales as discussed below.~~Marine segment.

Pork Segment

	Three Months Ended		Nine Months Ended		Three Months Ended
	September 28,	September 29,	September 28,	September 29,	March 29,	March 30,
(Dollars in millions)	2013	2012	2013	2012	2014	2013
Net sales	$ 436.0	$ 413.1	$ 1,262.1	$ 1,214.4	$ 382.1	$ 409.3
Operating income	$ 34.1	$ 29.9	$ 90.0	$ 103.6	$ 60.5	$ 32.3

Net sales for the Pork segment ~~increased $22.9~~decreased $27.2 million ~~and $47.7 million for~~in the ~~three and nine month periods~~first quarter of ~~2013, respectively,~~2014 compared to the ~~same periods in 2012.~~first quarter of 2013. The ~~increases~~decrease primarily ~~reflect~~reflects lower sales volumes of pork products from processing fewer internally grown hogs and decreased payments received from the U.S. government for biodiesel production. Partially offsetting the decrease were higher prices for pork products ~~sold, principally in the domestic market. The increase for the nine months also reflects~~sold. U.S. Government payments included a one-time credit of $11.3 million ~~related to 2012 production~~ recorded as revenues in the first quarter of 2013 related to the Tax Act, ~~which renewed and extended~~related to the Federal blender’s ~~credits~~credit that Seaboard iswas entitled to receive for biodiesel it blends ~~and increased payments received from the U.S. Government~~but has not been renewed for ~~biodiesel production partially offset by decreased prices for biodiesel sold in 2013 compared to 2012.~~2014. See Note 9 to the Condensed Consolidated Financial Statements for further discussion of the Federal blender’s credit.

Operating income for the Pork segment increased ~~$4.2~~$28.2 million ~~and decreased $13.6 million for~~in the ~~three and nine month periods~~first quarter of ~~2013, respectively,~~2014 compared to the ~~same periods in 2012.~~first quarter of 2013. The increase ~~for~~is the ~~three month period primarily reflects~~result of higher prices for pork products sold ~~partially offset by various increased costs, principally for hogs internally grown~~ and, to a lesser extent, ~~for third party hogs. The decrease for the nine month period is the result of various increased~~lower feed costs ~~primarily~~ for hogs internally ~~grown principally as a result of higher feed costs.~~grown. Partially offsetting ~~the decrease for the nine month period were the~~this increase was a one-time credit of $11.3 million ~~increased government payments and higher prices for pork products sold~~recorded as revenues in the first quarter of 2013, discussed above.

Management is unable to predict future market prices for pork products and biodiesel, the cost of feed or the impact to Seaboard from the porcine epidemic diarrhea virus currently being experienced by the pork industry. In addition, the Federal blender’s credit expired December 31, 2013 and recently proposed Federal regulations, if approved, decrease U.S. government mandates to use biofuels for 2014. However, management anticipates positive operating income for this segment for the remainder of ~~2013.~~2014.

Commodity Trading and Milling Segment


	Three Months Ended					Nine Months Ended					Three Months Ended
	September 28,			September 29,		September 28,			September 29,		March 29,		March 30,
(Dollars in millions)	2013			2012		2013			2012		2014		2013
Net sales	$	858.0		$	675.6	$	2,553.5		$	2,125.3	$	789.4	$	800.8
Operating income as reported	$	8.8		$	16.7	$	29.7		$	53.8	$	11.9	$	12.3
Less mark-to-market adjustments	5.7			1.1		(3.3		)	3.5		2.3		(8.3		)
Operating income excluding mark-to-market adjustments	$	14.5		$	17.8	$	26.4		$	57.3	$	14.2	$	4.0
Income (loss) from affiliates	$	(1.0	)	$	2.1	$	(1.2	)	$	7.2
Income from affiliates											$	-	$	2.1

Net sales for the Commodity Trading and Milling segment ~~increased $182.4 million and $428.2~~decreased $11.4 million for the ~~three and nine month periods~~first quarter of ~~2013, respectively,~~2014 compared to the ~~same periods in 2012.~~first quarter of 2013. The ~~increases~~decrease primarily ~~reflect higher~~reflects lower sales prices for ~~commodity trading from increased~~wheat and corn to affiliates and lower sales volumes to third parties ~~especially for the three month period, and increased sale prices for wheat and soybean meal, especially for the nine month period.~~of various agricultural products partially offset by higher sales volumes of corn to affiliates.

Operating income for this segment decreased ~~$7.9 million and $24.1~~$0.4 million for the ~~three and nine month periods~~first quarter of ~~2013, respectively,~~2014 compared to the ~~same periods in 2012.~~first quarter of 2013. The ~~decreases~~decrease primarily reflect certain unfavorable market conditions resulting in lower margins on wheat sales to a non-consolidated affiliate in Africa and, to a lesser extent for the nine month period, to third parties. Partially impacting the decreases werereflects fluctuations of ~~$4.6~~$10.6 million ~~and ($6.8) million, respectively,~~ of marking to market derivative contracts as discussed ~~below. Also partially offsetting~~below and recoveries of $4.3 million in 2013 of the ~~decrease for the nine month period was a recovery of previous~~ inventory write-downs for customer contract performance issues recognized in prior years. Principally offsetting the decrease was higher margins on commodity trading sales primarily as a result of ~~$4.3 million in the first quarter of 2013.~~favorable market conditions. Excluding the effects of ~~the derivative~~mark-to-market adjustments for derivatives contracts as discussed below, operating income ~~decreased $3.3 million and $30.9~~increased $10.2 million for ~~the three and nine month periods, respectively.~~2014 compared to 2013.

AsDue to worldwide commodity price fluctuations, ~~cannot be predicted, management is unable to predict the level of future sales. Due to~~ the uncertain political and economic conditions in the countries in which Seaboard operates and the current volatility in the commodity markets, management is unable to predict future sales and operating results for this segment. However, management anticipates positive operating income for this segment for the remainder of ~~2013, although lower than 2012~~2014, excluding the potential effects of marking to market derivative contracts.

Had Seaboard not applied mark-to-market accounting to its derivative instruments, operating income for this segment would have been higher by ~~$5.7~~$2.3 million and lower by ~~$3.3~~$8.3 million, ~~respectively,~~ for the ~~three~~first quarter of 2014 and ~~nine month periods of~~ 2013, ~~and operating income would have been higher by $1.1 million and $3.5 million, respectively, for the three and nine month periods of 2012.~~respectively. While management believes its commodity futures and options and foreign exchange contracts are primarily economic hedges of its firm purchase and sales contracts or anticipated sales contracts, Seaboard does not perform the extensive record-keeping required to account for these types of transactions as hedges for accounting purposes. Accordingly, while the changes in value of the derivative instruments were marked to market, the changes in value of the firm purchase or sales contracts were not. As products are delivered to customers, these existing mark-to-market adjustments should be primarily offset by realized margins or losses as revenue is recognized over time and thus, these mark-to-market adjustments could reverse in fiscal ~~2013.~~2014. Management believes eliminating these adjustments, as noted in the table above, provides a more reasonable presentation to compare and evaluate period-to-period financial results for this segment.

Income from affiliates for the ~~three and nine month periods~~first quarter of ~~2013~~2014 decreased by ~~$3.1~~$2.1 million ~~and $8.4 million, respectively, from~~compared to the ~~same periods in 2012.~~first quarter of 2013. The ~~decreases were~~decrease primarily ~~a result~~reflects fluctuations of ~~certain unfavorable~~marking to market ~~conditions~~derivative contracts for ~~an affiliate in Africa.~~commodity trading businesses accounted for using the equity method. Based on the uncertainty of local political and economic environments in the countries in which ~~the flour and feed mills~~Seaboard’s affiliates operate, management cannot predict future results.

Marine Segment


	Three Months Ended					Nine Months Ended					Three Months Ended
	September 28,			September 29,		September 28,			September 29,		March 29,	March 30,
(Dollars in millions)	2013			2012		2013			2012		2014	2013
Net sales	$	219.5		$	242.3	$	676.3		$	712.1	$ 200.5	$ 230.2
Operating income (loss)	$	(15.0	)	$	13.0	$	(22.4	)	$	14.6
Operating loss											$ (7.4)	$ (3.3)

Net sales for the Marine segment decreased ~~$22.8 million and $35.8~~$29.7 million for the ~~three and nine month periods~~first quarter of ~~2013, respectively,~~2014 compared to the ~~same periods in 2012.~~first quarter of 2013. The ~~decreases were~~decrease was primarily the result of lower cargo volumes in certain markets, most notably Venezuela, ~~served~~ during ~~2013~~2014 compared to ~~2012 and, to a lesser extent, decreased cargo rates especially for the nine month period.~~2013.

Operating ~~income decreased $28.0 million and $37.0~~loss increased $4.1 million for the ~~three and nine month periods~~first quarter of ~~2013, respectively,~~2014 compared to the ~~same periods~~first quarter of ~~2012.~~2013. The ~~decreases~~increase in operating loss was primarily ~~reflect~~the result of increased trucking costs and certain terminal operating costs increases on a per unit shipped basis impacted by the decreased ~~volume noted above. The decrease for the nine month period of 2013 was also the result of decreased cargo rates~~volumes noted above. Management cannot

predict changes in future cargo volumes and cargo rates or to what extent changes in economic conditions in markets served will affect net sales or operating income during the remainder of ~~2013.~~2014. However, based on recent market conditions, management anticipates this segment will not be profitable for the remainder of ~~2013.~~2014.

Sugar Segment

	Three Months Ended					Nine Months Ended					Three Months Ended
	September 28,		September 29,			September 28,		September 29,			March 29,		March 30,
(Dollars in millions)	2013		2012			2013		2012			2014		2013
Net sales	$	58.5	$	69.0		$	192.6	$	220.3		$	50.4	$	66.2
Operating income	$	0.2	$	13.6		$	28.3	$	51.3		$	6.8	$	16.5
Income (loss) from affiliates	$	0.1	$	(0.1	)	$	0.2	$	(0.2	)
Income from affiliates											$	0.3	$	0.1

Net sales for the Sugar segment decreased ~~$10.5 million and $27.7~~$15.8 million for the ~~three and nine month periods~~first quarter of ~~2013, respectively,~~2014 compared to the ~~same periods in 2012.~~first quarter of 2013. The ~~decreases~~decrease primarily ~~reflect~~reflects lower sales prices for sugar and, ~~for the nine month period,~~ to a lesser ~~degree, decreased~~extent, lower volumes of sugar sold. Sugar sales are

~~primarily~~ denominated in Argentine pesos and the lower sales prices for sugar in terms of U.S. dollars was ~~primarily~~ the result of ~~the~~ exchange rate ~~difference~~changes as the Argentine peso continued to weaken against the U.S. dollar in ~~2013. Partially offsetting the decrease in net sales was increased sales volume of alcohol.~~2014. Management cannot predict sugar and alcohol prices for the remainder of ~~2013,~~2014, but management anticipates that the Argentine peso may continue to weaken against the U.S. dollar.

Operating income decreased ~~$13.4 million and $23.0~~$9.7 million for the ~~three and nine month periods~~first quarter of ~~2013, respectively,~~2014 compared to the ~~same periods in 2012.~~first quarter of 2013. The ~~decreases~~decrease primarily ~~represent~~represents lower income from sugar sales ~~primarily~~ as a result of lower sales prices as noted ~~above. Partially offsetting the decrease~~above and, to a lesser extent, increased costs of production. Management anticipates positive operating income for ~~the nine month period was higher income from alcohol sales from increased sales volume as noted above. Based on current market conditions, management cannot predict if~~ this segment ~~will be profitable~~ for the remainder of ~~2013.~~2014.

Power Segment

	Three Months Ended				Nine Months Ended				Three Months Ended
	September 28,		September 29,		September 28,		September 29,		March 29,			March 30,
(Dollars in millions)	2013		2012		2013		2012		2014			2013
Net sales	$	73.6	$	75.8	$	221.4	$	178.6	$	53.8		$	73.0
Operating income	$	13.4	$	18.6	$	41.4	$	35.1
Operating income (loss)									$	(1.7	)	$	12.9

Net sales for the Power segment decreased ~~$2.2 million and increased $42.8~~$19.2 million for the ~~three and nine month periods~~first quarter of ~~2013, respectively,~~2014 compared to the ~~same periods in 2012.~~first quarter of 2013. The decrease ~~for the three month period primarily~~ reflects lower ~~volumes. The increase for the nine month period primarily reflects increased volumes from operating the new power generating facility the entire first quarter in 2013 and, to a lesser extent, higher~~ spot market rates. ~~The new power generating facility started operating in March 2012.~~ Although management cannot predict future spot market rates, sales volumes for the remainder of ~~2013~~2014 are anticipated to be ~~fairly comparable~~lower than 2013 as a result of Seaboard providing notice to ~~2012 as long as~~cancel the short-term leasing of one power generating facility, ~~continues.~~as further discussed in Note 9 to the Condensed Consolidated Financial Statements.

Operating income decreased ~~$5.2 million and increased $6.3~~$14.6 million for the ~~three and nine month periods~~first quarter of ~~2013, respectively,~~2014 compared to the ~~same periods in 2012.~~first quarter of 2013. The decrease ~~for the three month period~~ primarily reflects ~~higher~~lower spot market rates partially offset by lower fuel costs per unit of production. The increase for the nine month period primarily reflects higher spot market rates as noted above, partially offset by higher fuel costs per unit of production. The increased volumes for the nine month period of 2013 from operating the new power generating facility for the entire first quarter in 2013 as noted above was primarily offset by higher fuel costs and operating costs.kilowatt hour generated. Management cannot predict future fuel costs or the extent ~~to which~~that spot market rates will fluctuate compared to fuel costs. However, based on recent market conditions, management ~~anticipates positive operating income for~~currently cannot predict if this segment will be profitable for the remainder of ~~2013, although lower than 2012.~~2014, excluding any potential gains as discussed in Note 9 to the Condensed Consolidated Financial Statements.

Turkey Segment

	Three Months Ended					Nine Months Ended					Three Months Ended
	September 28,			September 29,		September 28,			September 29,		March 29,		March 30,
(Dollars in millions)	2013			2012		2013			2012		2014		2013
Income (loss) from affiliate	$	(4.0	)	$	0.3	$	(11.4	)	$	14.7	$	6.4	$	(5.0)

The Turkey segment, accounted for using the equity method, represents Seaboard’s investment in Butterball. The ~~decrease~~increase in income from affiliate for the ~~three month and nine month periods~~first quarter of ~~2013~~2014 compared to the ~~same periods in 2012~~first quarter of 2013 was primarily the result of ~~higher~~lower feed ~~cost. Also during the first and third quarters of 2013,~~costs. In addition, Butterball incurred additional charges in 2013 for impairment of fixed assets related to the planned sale of its Longmont, Colorado ~~facility of which~~facility. Seaboard’s proportionate share represented ~~$1.2 million and $3.9~~$2.7 million recognized in loss from affiliate for the ~~three and nine months ended September 28, 2013, respectively.~~first quarter of 2013. Management anticipates positive income for this segment for the remainder of ~~2013 resulting in positive income for~~2014, excluding the ~~year.~~potential effects of marking to market commodity derivative contracts and interest rate exchange agreements.

Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses ~~increased by $7.8 million and $12.0~~decreased $3.1 million for the ~~three and nine month periods~~first quarter of ~~2013, respectively,~~2014 compared to the ~~same periods in 2012.~~first quarter of 2013. The ~~increases are~~decrease was primarily the result of ~~increased personnel~~lower costs related to Seaboard’s deferred compensation programs (which are offset by mark-to-market investments recorded in Other Investment Income, Net) and ~~other miscellaneous expenses in most segments.~~lower pension costs. As a percent of revenues, SG&A was 4.1% ~~and 3.9%~~ for the ~~three and nine month periods in 2013, respectively,~~first quarter of 2014 compared to 4.0% for ~~each~~the first quarter of ~~the same periods in 2012.~~2013.

~~Miscellaneous,~~Interest Expense

Interest expense increased $2.4 million for the first quarter of 2014 compared to the first quarter of 2013. The increase primarily reflected higher interest rates on notes payable related to foreign subsidiaries.

Interest Income

Interest income increased $3.0 million for the first quarter of 2014 compared to the first quarter of 2013. The increase primarily reflected an increase in interest received on outstanding customer receivable balances in the Power segment.

Foreign Currency Losses, Net

~~The fluctuations in miscellaneous,~~Foreign currency losses, net increased $4.5 million for the ~~three and nine months~~first quarter of ~~2013~~2014 compared to the ~~same periods~~first quarter of 2013. The increase reflected increased losses related to multiple currencies with the more significant increases related to the Venezuelan Bolivar and South African Rand. Seaboard operates in ~~2012 primarily reflect mark-to-market~~many developing countries. The political and economic conditions of these markets, along with fluctuations ~~from interest rate~~in the value of the U.S. dollar cause volatility in currency exchange ~~agreements.~~rates which exposes Seaboard to fluctuating foreign currency gains and losses which cannot be predicted by Seaboard.

Income Tax Expense

The effective tax rate for the ~~third~~first quarter of 2014 was higher than that for the first quarter of 2013 ~~was lower than~~primarily as the mix of projected ~~annual rate~~domestic and foreign earnings for ~~2013 as a result of clarifications of certain tax issues with the U.S. Internal Revenue Service during the third quarter of 2013~~2014 fluctuated from prior year resulting in ~~reducing~~more income taxed at a higher tax rate. In addition, certain U.S. income tax ~~accruals previously recorded during~~provisions expired on December 31, 2013 and currently have not been renewed for ~~such issues.~~2014. The effective tax rate for the first ~~nine~~three months of 2013 was also impacted by a one-time tax benefit of $7.9 million recorded in the first quarter of 2013 related to certain 2012 income tax credits as further discussed in Note 4 to the Condensed Consolidated Financial Statements. Excluding this one-time tax benefit, the effective tax rate for the first nine months of 2013, which approximates the anticipated effective annual rate, is higher than the final annual effective tax rate for 2012. This is primarily the result of the Power segment being taxable for the first nine months of 2013 compared to being non-taxable for the first quarter of 2012.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Seaboard is exposed to various types of market risks in its day-to-day operations. Seaboard utilizes derivative instruments to mitigate some of these risks including both purchases and sales of futures and options to hedge inventories, forward purchases and sale contracts. Primary market risk exposures result from changing commodity prices, foreign currency exchange rates and interest rates. Seaboard also enters into speculative derivative transactions not directly related to its raw material requirements. The nature of Seaboard’s market risk exposure related to these items has not changed materially since December 31, ~~2012.~~2013. See Note 5 to the Condensed Consolidated Financial Statements for further discussion.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures - Seaboard’s management evaluated, under the direction of our Chief Executive and Chief Financial Officers, the effectiveness of Seaboard’s disclosure controls and procedures as defined in Exchange Act Rule 13a–15(e) as of ~~September 28, 2013.~~March 29, 2014. Based upon and as of the date of that evaluation, Seaboard’s Chief Executive and Chief Financial Officers concluded that Seaboard’s disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports it files and submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as and when required. It should be noted that any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any system of disclosure controls and procedures is based in part upon assumptions about the likelihood of future events. Due to these and other inherent limitations of any such system, there can be no assurance that any design will always succeed in achieving its stated goals under all potential future conditions.

Change in Internal Controls –There has been no change in Seaboard’s internal control over financial reporting required by Exchange Act Rule 13a–15 that occurred during the fiscal quarter ended ~~September 28, 2013~~March 29, 2014 that has materially affected, or is reasonably likely to materially affect, Seaboard’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes in the risk factors as previously disclosed in Seaboard’s Annual Report on Form 10-K for the year ended December 31, ~~2012.~~2013.

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

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

Issuer Purchases of Equity Securities

Period
Total Number
of Shares
Purchased
Average Price
Paid per Share
Total Number
of Shares
Purchased as
Part
of Publicly
Announced Plans
or Programs
Approximate
Dollar Value
of Shares
that May
Yet Be
Purchased
Under the
Plans or
Programs
June 30 to July 31, 2013
731

2,738.86
731

17,509,553
August 1 to August 31, 2013
77

2,740.72
77

17,298,517
September 1 to September 28, 2013
530

2,722.48
530

15,855,601
Total
1,338

2,732.48
1,338

15,855,601

Period	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 to January 31, 2014	1,521	2,646.04	1,521	80,602,231
February 1 to February 28, 2014	146	2,595.30	146	80,223,317
March 1 to March 29, 2014	-	-	-	80,223,317
Total	1,667	2,641.60	1,667	80,223,317

All purchases during the quarter were made pursuant to Seaboard’s share repurchase program initially approved by Seaboard’s Board of Directors in November 2009. On November 1, 2013, the Board of Directors authorized an additional $75.0 million for use in purchasing Seaboard’s Common Stock, which previously authorized $100.0 million of purchases. The share repurchase program is in effect through October 31, 2015. All purchases were made through open market or privately negotiated purchases and all the repurchased shares have been retired.

Item 6.	Exhibits
��
31.1	Certification of the Chief Executive Officer Pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of the Chief Financial Officer Pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

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

101	The following financial information from Seaboard Corporation’s Quarterly Report on Form 10-Q for the quarter ended ~~September 28, 2013,~~March 29, 2014, formatted in XBRL (Extensible Business Reporting Language): (1) Condensed Consolidated Statements of Comprehensive Income, (2) Condensed Consolidated Balance Sheets, (3) Condensed Consolidated Statements of Cash Flows, and (4) the Notes to Unaudited Condensed Consolidated Financial Statements *.

	*	Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise are not subject to liability under these sections.

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

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

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

2522

SIGNATURES

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

SEABOARD CORPORATION


by:	/s/ Robert L. Steer
	Robert L. Steer, Executive Vice President,
	Chief Financial Officer
	(principal financial officer)

Date:		~~November 1, 2013~~May 2, 2014


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

Date:		~~November 1, 2013~~May 2, 2014

2623

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)

Large Accelerated Filer [ X ]	Accelerated Filer [ ]
Non-Accelerated Filer [ ] (Do not check if a smaller reporting company)	Smaller Reporting Company [ ]

		September 28,			December 31,				March 29,			December 31,
		2013			2012				2014			2013
Assets	Assets							Assets
Current assets:
Cash and cash equivalents		$	31,753		$	47,651			$	38,877		$	55,055
Short-term investments		244,995			313,379				392,222			290,649
Receivables, net of allowance		574,301			521,892				548,306			651,404
Inventories		781,848			756,864				650,440			698,998
Deferred income taxes		22,753			24,586				23,750			23,449
Other current assets		132,742			118,391				124,823			134,394
Total current assets		1,788,392			1,782,763				1,778,418			1,853,949
Net property, plant and equipment		857,848			843,879				858,010			863,573
Investments in and advances to affiliates		396,559			410,542				408,643			406,900
Notes receivable from affiliates		175,001			202,931				184,735			180,386
Goodwill		43,218			43,218				43,218			43,218
Other intangible assets, net		19,074			19,843				18,935			18,997
Other assets		49,793			44,605				47,855			51,025
Total assets		$	3,329,885		$	3,347,781			$	3,339,814		$	3,418,048

Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity							Liabilities and Stockholders’ Equity
Current liabilities:
Notes payable to banks		$	54,870		$	28,786			$	46,006		$	67,699
Current maturities of long-term debt		11,856			25,138				11,426			11,697
Accounts payable		166,649			217,041				143,305			200,242
Deferred revenue		58,052			53,811				72,691			46,192
Deferred revenue from affiliates		11,308			24,131
Other current liabilities		283,548			327,668				248,985			289,497
Total current liabilities		586,283			676,575				522,413			615,327
Long-term debt, less current maturities		104,172			120,825				80,484			80,480
Deferred income taxes		38,244			33,929				67,629			73,336
Other liabilities and deferred credits		204,636			208,263				170,845			168,935
Total non-current liabilities		347,052			363,017				318,958			322,751
Commitments and contingent liabilities
Stockholders’ equity:
Common stock of $1 par value,
Authorized 1,250,000 shares;
issued and outstanding 1,191,230 and 1,197,660 shares		1,191			1,198
issued and outstanding 1,187,288 and 1,188,955 shares									1,187			1,189
Accumulated other comprehensive loss		(194,984		)	(171,544		)		(207,365		)	(181,797		)
Retained earnings		2,585,523			2,474,896				2,699,621			2,655,857
Total Seaboard stockholders’ equity		2,391,730			2,304,550				2,493,443			2,475,249
Noncontrolling interests		4,820			3,639				5,000			4,721
Total equity		2,396,550			2,308,189				2,498,443			2,479,970
Total liabilities and stockholders’ equity		$	3,329,885		$	3,347,781			$	3,339,814		$	3,418,048

	Nine Months Ended						Three Months Ended
	September 28,			September 29,			March 29,			March 30,
	2013			2012			2014			2013
Cash flows from operating activities:
Net earnings	$	129,148		$	206,325		$	48,449		$	57,757
Adjustments to reconcile net earnings to cash from operating activities:
Depreciation and amortization	70,182			67,518			22,963			23,071
Gain from sale of fixed assets	(2,856		)	(6,343		)	(1,392		)	(4,255		)
Deferred income taxes	15,702			(14,105		)	2,872			(1,336		)
Pay-in-kind interest and accretion on notes receivable from affiliates	(9,828		)	(8,747		)	(3,628		)	(3,111		)
Loss (income) from affiliates	12,386			(21,703		)	(6,644		)	2,850
Dividends received from affiliates	11,129			596			1,088			10,692
Other investment income, net	(3,274		)	(6,320		)	(573		)	(2,186		)
Other	806			2,340			(14		)	(58		)
Changes in current assets and liabilities, net of business acquired:
Receivables, net of allowance	(70,669		)	(66,783		)	105,170			17,021
Inventories	(40,739		)	(119,871		)	27,522			(89,551		)
Other current assets	(12,579		)	(33,759		)	6,060			2,416
Current liabilities, exclusive of debt	(95,233		)	116,341			(60,822		)	(37,193		)
Other, net	857			17,471			2,919			2,824
Net cash from operating activities	5,032			132,960			143,970			(21,059		)
Cash flows from investing activities:
Purchase of short-term investments	(480,085		)	(602,811		)	(429,011		)	(212,621		)
Proceeds from the sale of short-term investments	540,456			529,144			326,826			174,596
Proceeds from the maturity of short-term investments	4,270			27,077			1,038			756
Principal payments received on notes receivable	14,425			838
Capital expenditures	(110,943		)	(112,218		)	(38,030		)	(34,888		)
Proceeds from the sale of fixed assets	10,552			10,599			1,676			6,264
Investments in and advances to affiliates, net	(37,751		)	(9,321		)	(41		)	(7,865		)
Long-term notes receivable issued to affiliates	(17,224		)	-
Principal payments received on long-term notes receivable from affiliates	81,272			1,139			-			81,231
Purchase of long-term investments	(4,032		)	(6,629		)	(2,290		)	(2,578		)
Acquisition of business, net of cash acquired	-			(2,825		)
Other, net	(316		)	(96		)	324			2,878
Net cash from investing activities	624			(165,103		)	(139,508		)	7,773
Cash flows from financing activities:
Notes payable to banks, net	27,020			7,688			(15,923		)	22,911
Proceeds from the issuance of long-term debt	-			32,682
Principal payments of long-term debt	(29,909		)	(6,050		)	(127		)	(13,131		)
Repurchase of common stock	(17,349		)	(18,193		)	(4,404		)	(367		)
Other, net	(1,096		)	382			-			(748		)
Net cash from financing activities	(21,334		)	16,509			(20,454		)	8,665
Effect of exchange rate change on cash	(220		)	(1,371		)	(186		)	255
Net change in cash and cash equivalents	(15,898		)	(17,005		)	(16,178		)	(4,366		)
Cash and cash equivalents at beginning of year	47,651			71,510			55,055			47,651
Cash and cash equivalents at end of period	$	31,753		$	54,505		$	38,877		$	43,285

	September 28,				December 31,				March 29,				December 31,
(Thousands of dollars)		2013				2012				2014				2013
At lower of LIFO cost or market:
Live hogs and materials		$	240,528			$	258,638			$	210,875			$	207,310
Fresh pork and materials		34,892				31,495				34,439				33,485
		275,420				290,133				245,314				240,795
LIFO adjustment		(78,897		)		(90,730		)		(56,371		)		(62,236		)
Total inventories at lower of LIFO cost or market		196,523				199,403				188,943				178,559
At lower of FIFO cost or market:
Grains, oilseeds and other commodities		349,034				317,573				284,115				299,229
Sugar produced and in process		57,887				65,986				37,685				53,325
Other		76,016				73,606				65,122				74,289
Total inventories at lower of FIFO cost or market		482,937				457,165				386,922				426,843
Grain, flour and feed at lower of weighted average cost or market		102,388				100,296				74,575				93,596
Total inventories		$	781,848			$	756,864			$	650,440			$	698,998

					2014		2013
	2013		2012
(Thousands of dollars)	Amortized Cost	Fair Value	Amortized Cost	Fair Value	Amortized Cost	Fair Value	Amortized Cost	Fair Value


Short-term investments, available-for-sale	$ 214,408	$ 214,349	$ 279,556	$ 282,829	$ 334,485	$ 334,818	$ 224,314	$ 224,076

Short-term investments, trading debt securities	30,073	30,646	28,508	30,550	56,488	57,404	65,728	66,573

Long-term debt	116,028	118,875	145,963	149,333	91,910	94,341	92,177	94,578