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								Six Months Ended
			September 27,				September 28,				September 27,				September 28,			July 4,				June 28,				July 4,				June 28,
			2014				2013				2014				2013			2015				2014				2015				2014
Net sales:
Products (includes sales to affiliates of $205,644, $183,968, $580,661 and $531,051)			$	1,350,329			$	1,352,158			$	3,981,200			$	3,986,573
Products (includes sales to affiliates of $212,464, $179,031, $424,170 and $375,017)																		$	1,148,164			$	1,417,116			$	2,325,091			$	2,630,871
Service revenues			218,988				221,619				655,148				705,579			251,846				224,127				500,955				436,160
Other			53,324				74,328				160,520				222,288			27,876				53,348				54,198				107,196
Total net sales			1,622,641				1,648,105				4,796,868				4,914,440			1,427,886				1,694,591				2,880,244				3,174,227
Cost of sales and operating expenses:
Products			1,228,624				1,276,966				3,583,456				3,742,792			1,081,425				1,249,249				2,200,088				2,354,832
Services			198,276				211,914				595,265				653,006			224,298				202,482				443,316				396,989
Other			34,798				58,272				134,189				175,373			22,634				45,433				44,147				99,391
Total cost of sales and operating expenses			1,461,698				1,547,152				4,312,910				4,571,171			1,328,357				1,497,164				2,687,551				2,851,212
Gross income			160,943				100,953				483,958				343,269			99,529				197,427				192,693				323,015
Selling, general and administrative expenses			64,857				67,183				188,330				192,492			67,867				63,088				133,192				123,473
Operating income			96,086				33,770				295,628				150,777			31,662				134,339				59,501				199,542
Other income (expense):
Interest expense			(8,408)				(2,568)				(17,084)				(7,330)			(3,760		)		(3,856		)		(8,290		)		(8,676		)
Interest income			2,344				2,171				11,148				10,529			2,596				1,724				5,925				8,804
Interest income from affiliates			6,775				5,476				20,011				17,001			7,179				6,880				14,239				13,236
Income (loss) from affiliates			9,492				(4,989)				23,939				(12,386)
Income from affiliates																		12,257				8,120				23,036				15,401
Other investment income (loss), net			(2,990)				3,020				370				3,274			(2,736		)		2,787				3,812				3,360
Foreign currency losses, net			(530)				(180)				(9,217)				(1,460)
Gain on sale of controlling interest in subsidiary			64,392				-				64,392				-
Foreign currency gains (losses), net																		363				(2,994		)		1,775				(8,687		)
Miscellaneous, net			655				59				(1,598)				4,751			3,517				(2,393		)		(910		)		(2,253		)
Total other income, net			71,730				2,989				91,961				14,379			19,416				10,268				39,587				21,185
Earnings before income taxes			167,816				36,759				387,589				165,156			51,078				144,607				99,088				220,727
Income tax expense			(63,536)				(5,394)				(140,421)				(36,008)			(18,968		)		(49,851		)		(33,850		)		(76,885		)
Net earnings			$	104,280			$	31,365			$	247,168			$	129,148		$	32,110			$	94,756			$	65,238			$	143,842
Less: Net loss (income) attributable to noncontrolling interests			469				(396)				(576)				(1,178)
Less: Net income attributable to noncontrolling interests																		(459		)		(762		)		(685		)		(1,045		)
Net earnings attributable to Seaboard			$	104,749			$	30,969			$	246,592			$	127,970		$	31,651			$	93,994			$	64,553			$	142,797

Earnings per common share	$	89.49			$	25.99			$	208.76			$	107.09			$ 27.04				$ 79.28				$ 55.15				$ 120.34

Other comprehensive income (loss), net of income tax benefit of $1,506, $4,012, $11,894 and $9,552:
Other comprehensive income (loss), net of income tax benefit of $682, $725, $824 and $10,388:
Foreign currency translation adjustment			(3,120)				(14,067)				(32,685)				(26,888)			(8,836		)		(2,790		)		(14,794		)		(29,565		)
Unrealized gain (loss) on investments			(105)				227				919				(1,481)			(3		)		498				674				1,024
Unrealized gain on cash flow hedges			149				-				235				-
Unrealized gain (loss) on cash flow hedges																		-				(275		)		-				86
Unrecognized pension cost			320				1,192				960				4,929			945				320				2,227				640
Other comprehensive loss, net of tax			$	(2,756)			$	(12,648)			$	(30,571)			$	(23,440)		$	(7,894	)		$	(2,247	)		$	(11,893	)		$	(27,815	)
Comprehensive income			101,524				18,717				216,597				105,708			24,216				92,509				53,345				116,027
Less: Comprehensive loss (income) attributable to noncontrolling interests			476				(398)				(568)				(1,217)
Less: Comprehensive income attributable to noncontrolling interests																		(451		)		(765		)		(754		)		(1,044		)
Comprehensive income attributable to Seaboard			$	102,000			$	18,319			$	216,029			$	104,491		$	23,765			$	91,744			$	52,591			$	114,983

Average number of shares outstanding			1,170,550				1,191,744				1,181,217				1,195,006			1,170,550				1,185,633				1,170,550				1,186,640

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 December 31, ~~2013~~2014 and also the level within the fair value hierarchy used to measure each category of assets.

Balance

December 31,

(Thousands of dollars)

2013

Level 1

Level 2

Level 3

Assets:

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

Money market funds

   $
88,430

  $
88,430

  $
-

   $
-

Corporate bonds

70,258

-

70,258

-

U.S. Government agency securities

27,147

-

27,147

-

Emerging markets debt mutual fund

16,941

16,941

-

-

Asset backed debt securities

8,477

-

8,477

-

Collateralized mortgage obligations

7,600

-

7,600

-

U.S. Treasury securities

5,223

-

5,223

-

Trading securities - short term investments:

High yield debt securities

50,428

-

50,428

-

Money market funds held in trading accounts

11,033

11,033

-

-

Emerging markets trading debt mutual fund

2,858

2,858

-

-

Emerging markets trading debt securities

1,336

-

1,336

-

Other trading investments

918

-

918

-

Trading securities - other current assets:

Domestic equity securities

26,672

26,672

-

-

Foreign equity securities

9,570

7,317

2,253

-

Fixed income mutual funds

3,974

3,974

-

-

Money market funds

1,931

1,931

-

-

Other

3,203

1,628

1,575

-

Derivatives:



Commodities(1)

2,331

2,331

-

-

Foreign currencies

2,763

-

2,763

-

Total Assets

   $
341,093

  $
163,115

  $
177,978

   $
-

Liabilities:

Derivatives:

Commodities(1)

   $
16,014

  $
15,422

  $
592

   $
-

Interest rate swaps

4,103

-

4,103

-

Foreign currencies

101

-

101

-

Total Liabilities

   $
20,218

  $
15,422

  $
4,796

   $
-

	Balance
	December 31,
(Thousands of dollars)	2014		Level 1		Level 2		Level 3
Assets:
Available-for-sale securities - short-term investments:
Money market funds	$	142,432	$	142,432	$	-	$	-
Corporate bonds	11,015		-		11,015		-
U.S. Government agency securities	9,666		-		9,666		-
Other available-for-sale investments	3,983		-		3,983		-
Trading securities - short term investments:
High yield trading debt securities	181,483		-		181,483		-
Equity mutual fund	82,542		82,542		-		-
Domestic equity ETF	32,651		32,651		-		-
Money market funds held in trading accounts	21,401		21,401		-		-
Other trading investments	5,393		2,614		2,779		-
Trading securities - other current assets:
Domestic equity securities	33,857		33,857		-		-
Foreign equity securities	6,532		6,532		-		-
Fixed income mutual funds	4,570		4,570		-		-
Other	2,676		2,405		271		-
Derivatives:
Commodities(1)	6,136		6,136		-		-
Foreign currencies	1,675		-		1,675		-
Total Assets	$	546,012	$	335,140	$	210,872	$	-
Liabilities:
Derivatives:
Commodities(1)	$	1,779	$	1,779	$	-	$	-
Interest rate swaps	7,715		-		7,715		-
Foreign currencies	407		-		407		-
Total Liabilities	$	9,901	$	1,779	$	8,122	$	-

(1)Seaboard’s ~~commodities~~commodity derivative assets and liabilities are presented in the Condensed Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts. As of December 31, ~~2013,~~2014, the commodity derivatives had a margin account balance of ~~$29,822,000~~$4,314,000 resulting in a net other current asset onin the Condensed Consolidated Balance ~~Sheets~~Sheet of ~~$16,731,000~~$9,267,000 and ana net other current liability of ~~$592,000.~~$596,000.

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

The fair value of long-term debt is estimated by comparing interest rates for debt with similar terms and maturities. If Seaboard’s debt was measured at fair value on its Condensed Consolidated Balance Sheets, it would have been classified as level 2 in the fair value hierarchy. The amortized cost and estimated fair values of investments ~~and long-term debt~~ at ~~September 27, 2014~~July 4, 2015 and December 31, ~~2013~~2014 are presented ~~below.~~in Note 2.

2014

2013

(Thousands of dollars)

Amortized Cost

Fair Value

Amortized Cost

Fair Value

Short-term investments, available-for-sale

$      87,667

$    87,738

$      224,314

$    224,076

Short-term investments, trading securities

278,236

275,227

65,728

66,573

Long-term debt

-

-

92,177

94,578

While management believes its derivatives are primarily economic hedges of its firm purchase and sales contracts or anticipated sales contracts, Seaboard does not perform the extensive record-keeping required to account for these types of transactions as hedges for accounting purposes. Since ~~these~~the derivatives ~~and interest rate exchange agreements~~ discussed below are not accounted for as hedges, fluctuations in the related commodity prices, currency exchange rates and interest rates could have a material impact on earnings in any given period. Seaboard also enters 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, ~~2013.~~2014.

Commodity Instruments

Seaboard uses various derivative futures and options to manage its risk to price fluctuations for raw materials and other inventories, finished product sales and firm sales commitments. At ~~September 27, 2014,~~July 4, 2015, Seaboard had open net derivative contracts to purchase ~~37,980,000~~32,400,000 pounds of hogs, 17,087,000 bushels of grain, 3,240,000 pounds of soybean oil, ~~466,000 pounds~~312,000 tons of ~~sugar~~soybean meal and ~~44,000~~220,000 pounds of dry whey powder and open net derivative contracts to sell ~~23,200,000~~1,722,000 pounds of ~~hogs, 9,427,000 bushels of grain, 5,838,000 gallons of heating oil and 48,000 tons of soybean meal.~~sugar. At December 31, ~~2013,~~2014, Seaboard had open net derivative contracts to purchase ~~51,184,000~~19,800,000 pounds of hogs, 19,620,000 pounds of soybean oil, 15,551,000 pounds of sugar, ~~32,440,000 pounds of hogs, 6,540,000~~10,697,000 bushels of grain, ~~440,000 pounds of cheese and 308,000~~88,000 pounds of dry whey powder and 85,000 tons of soybean meal and open net derivative contracts to sell ~~12,125,000 pounds~~4,326,000 gallons of ~~palm oil and 76,000 tons of soybean meal.~~heating oil. Commodity derivatives are recorded at fair value with any changes in fair value being ~~marked to market~~marked-to-market as a component of cost of sales onin the Condensed Consolidated Statements of Comprehensive Income.

Foreign Currency Exchange Agreements

Seaboard enters into foreign currency exchange agreements to manage the foreign currency exchange rate risk with respect to certain transactions denominated in foreign currencies. Foreign currency exchange agreements that ~~were~~are primarily related to an underlying commodity transaction ~~were~~are recorded at fair value with changes in value ~~marked to market~~marked-to-market as a component of cost of sales onin the Condensed Consolidated Statements of Comprehensive Income. Foreign exchange agreements that ~~were~~are not related to an underlying commodity transaction ~~were~~are recorded at fair value with changes in value ~~marked to market~~marked-to-market as a component of foreign currency ~~losses,~~gains (losses), net onin the Condensed Consolidated Statements of Comprehensive Income.

At ~~September 27, 2014~~July 4, 2015 and December 31, ~~2013,~~2014, Seaboard had trading foreign currency exchange agreements to cover its firm sales and purchase commitments and related trade receivables and payables with net notional amounts of ~~$88,295,000~~$45,737,000 and ~~$127,389,000,~~$143,961,000, respectively, primarily related to the South African ~~Rand.~~rand.

Interest Rate Exchange Agreements

During 2014, Seaboard initially put into place four, approximately eight-year interest rate exchange agreements with mandatory early termination dates in the second half of 2014 and early 2015 for one of the agreements. ~~Two of~~During 2014 and 2015, these interest rate exchange agreements ~~have since been~~were terminated ~~that had~~and replaced, each with a mandatory early termination date, which coincides with the revised anticipated delivery dates in 2015 of dry bulk vessels to be leased, and have similar terms as the ~~second half~~original agreements terminated. In June 2015, one agreement was terminated and not renewed with the delivery of ~~2014.~~a bulk vessel now leased. Payments made by Seaboard to unwind these agreements were not material. ~~Also in the second half of 2014, Seaboard entered into two new interest rate~~These exchange agreements to replace the two that were terminated as noted above, each with a mandatory early termination date in early 2015 and similar terms as the interest rate exchange agreements terminated. These four exchange agreements, still outstanding as of September 27, 2014, involve the exchange of fixed-rate and variable-rate interest payments without the exchange of the underlying notional amounts to mitigate the potential effects of fluctuations in interest rates on the anticipated four dry bulk vessel leases in ~~the last half of 2014 and early~~ 2015. Seaboard pays a fixed rate and receives a variable rate of interest on these ~~four~~three notional amounts outstanding of $22,000,000 each. In 2010, Seaboard entered into three ten-year interest rate exchange agreements, which involve the exchange of fixed-rate and variable-rate interest payments over the life of the agreements without the exchange of the underlying notional amounts, to mitigate the effects of fluctuations in interest rates on variable rate debt. Seaboard pays a fixed rate and receives a variable rate of interest on these three notional amounts of $25,000,000 each. All ~~seven~~ of ~~these~~Seaboard’s outstanding interest rate exchange agreements do not qualify as hedges for accounting purposes. Accordingly, the changes in fair value of these agreements are recorded in

miscellaneous, net in the Condensed Consolidated Statements of Comprehensive Income. At ~~September 27, 2014~~July 4, 2015 and December 31, ~~2013,~~2014, Seaboard had ~~seven~~six and ~~three~~seven interest rate exchange agreements outstanding, respectively, with a total notional value of ~~$163,000,000~~$141,000,000 and ~~$75,000,000,~~$163,000,000, respectively.

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 27, 2014, Seaboard’s foreign currency exchange agreements have~~July 4, 2015, Seaboard has a maximum amount of loss due to credit risk in the amount of ~~$4,674,000~~$2,285,000 with ~~six~~five counterparties related to foreign currency exchange agreements and ~~no such exposures~~$1,368,000 with one counterparty related to the interest rate swaps. 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~~six months ended ~~September 27, 2014~~July 4, 2015 and ~~September~~June 28, ~~2013.~~2014.

(Thousands of dollars)

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

2014

2013

2014

2013

Commodities

Cost of sales

$
(296
)
$
(8,790
)
$
3,082

$
(7,731)

Foreign currencies

Cost of sales

1,957

1,528

4,770

15,027

Foreign currencies

Foreign currency

3,145

(926
)
2,725

4,961

Interest rate

Miscellaneous, net

91

(570
)
(3,804
)
2,864

(Thousands of dollars)
		Three Months Ended				Six Months Ended
		July 4,		June 28,		July 4,		June 28,
		2015		2014		2015		2014
Commodities	Cost of sales	$	3,886	$	9,962	$	(2,062)	$	3,378
Foreign currencies	Cost of sales	1,915		2,328		1,421		2,813
Foreign currencies	Foreign currency	69		(1,185)		1,602		(420)
Interest rate	Miscellaneous, net	3,568		(3,293)		(1,123)		(3,895)

The following table provides the fair value of each type of derivative held as of ~~September 27, 2014~~July 4, 2015 and December 31, ~~2013~~2014 and where each derivative is included onin the Condensed Consolidated Balance Sheets.


(Thousands of dollars)		Asset Derivatives			Liability Derivatives		(Thousands of dollars)		Asset Derivatives			Liability Derivatives
		September 27,	December 31,		September 27,	December 31,			July 4,	December 31,		July 4,	December 31,
		2014	2013		2014	2013			2015	2014		2015	2014
Commodities(1)	Other current assets	$ 20,394	$ 2,331	Other current liabilities	$ 16,083	$ 16,014		Other current assets	$20,737	$ 6,136	Other current liabilities	$ 11,530	$ 1,779
Foreign currencies	Other current assets	4,674	2,763	Other current liabilities	218	101		Other current assets	2,285	1,675	Other current liabilities	1,606	407
Interest rate	Other current assets	-	-	Other current liabilities	5,766	4,103		Other current assets	1,368	-	Other current liabilities	5,348	7,715

(1) Seaboard’s ~~commodities~~commodity 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 27, 2014~~July 4, 2015 and December 31, ~~2013,~~2014, the commodity derivatives had a margin account balance of ~~$13,006,000~~$10,168,000 and ~~$29,822,000,~~$4,314,000, respectively, resulting in a net other current asset onin the Condensed Consolidated Balance Sheets of ~~$17,426,000~~$19,852,000 and ~~$16,731,000,~~$9,267,000, respectively and a net other current ~~liabilities~~liability of ~~$109,000~~$477,000 and ~~$592,000,~~$596,000, respectively.

Note 6 – Employee Benefits

Seaboard maintains two defined benefit pension plans for its domestic salaried and clerical employees. At this time, no contributions are expected to be made to these plans for the remainder of ~~2014.~~2015. 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 27,

September 28,

September 27,

September 28,

(Thousands of dollars)

2014

2013

2014

2013

Components of net periodic benefit cost:

Service cost

$     1,924

$  2,342

$  5,784

$  7,026

Interest cost

2,404

2,028

7,225

6,131

Expected return on plan assets

(2,173
)

(1,615
)

(6,537
)

(4,841
)

Amortization and other

524

1,565

1,575

4,744

Agreement termination gain

-

-

-

(3,204
)

Net periodic benefit cost

$     2,679

$  4,320

$  8,047

$  9,856

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.

	Three Months Ended				Six Months Ended
(Thousands of dollars)	July 4, 2015		June 28, 2014		July 4, 2015		June 28, 2014

Components of net periodic benefit cost:
Service cost	$	2,495	$	2,004	$	4,942	$	3,860
Interest cost	2,587		2,418		5,137		4,821
Expected return on plan assets	(2,173)		(2,179)		(4,288)		(4,364)
Amortization and other	1,377		581		2,126		1,051
Net periodic benefit cost	$	4,286	$	2,824	$	7,917	$	5,368

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

Contingencies

On April 29, 2015, Seaboard received from the Department of Justice, Asset Forfeiture and Money Laundering Section (“AFMLS”), a Grand Jury subpoena issued by the United States District Court for the District of Columbia (the “DC District Court”) requesting records related to 37 specified foreign companies and five individuals. Seaboard has previously produced documents responsive to Grand Jury subpoenas dated September 18, 2014 and October ~~24,~~17, 2014. The subpoena issued September 18, 2014 requested records related to nine entities and one individual, and the subpoena issued October 17, 2014 requested records with respect to eight additional entities and one additional individual. Two additional subpoenas, each dated July 2, 2015 were received by Seaboard ~~entered into a Credit Agreement for a committed line of credit totaling $50,000,000~~requesting records related to a ~~foreign subsidiary for~~certain customer. The companies and individuals as to which the ~~Commodity Trading and Milling segment. This credit facility matures October 23, 2015 and does~~requested records relate to are not ~~change existing debt covenants.~~affiliated with Seaboard. The AFMLS attorney conducting the investigation has advised Seaboard that it is not a target of the

In July 2014, Seaboard provided notice of optional prepayment to its lenders related to a credit agreement with an original maturity date of 2021. As a result, $74,100,000 was reclassified from long-term debt to current maturities of long-term debt as of June 28, 2014. The total principal payment of $85,500,000 was made on August 29, 2014. At that time, Seaboard paid a $3,760,000 fee for early payment which was charged to interest expense in the third quarter of 2014.11

~~Contingencies~~investigation. Seaboard has retained outside counsel and is cooperating with the government’s investigation. It is impossible at this stage either to determine the probability of a favorable or unfavorable outcome or to estimate the amount of potential loss, if any, resulting from the government’s inquiry.

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 LLC (“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. The United States Attorney’s Office for the Western District of Oklahoma (“USAO”), which has been leading the investigation, previously advised Seaboard that it intended to close its investigation and that no charges would be brought against Seaboard. However, discussions with the USAO continue regarding the status of the investigation and the possibility of proceedings by the USAO, ICE and/or the Oklahoma Attorney General’s office remains. No proceedings have been filed or brought as of the date of this ~~time.~~report. It is not possible at this time to determine whether any agencies will continue to pursue an investigation or whether Seaboard will incur any material fines, penalties or liabilities in connection with this matter.

Seaboard’s subsidiary Seaboard Foods, has a dispute with the United Food & Commercial Workers International Union-industry Pension Fund (“Pension Fund”) regarding pension contributions being made by Seaboard Foods to a multi-employer pension plan for the benefit of union employees at Seaboard Foods’ Guymon pork processing plant (the “Pension Plan”). Under a Collective Bargaining Agreement (“CBA”) with United Food & Commercial Workers Union Local Two (“UCFW”), Seaboard Foods is making contributions to the Pension Plan based on hours worked to fund a pension benefit. Effective July 21, 2014, Seaboard Foods and UFCW negotiated a renewal of the CBA, which reduced a portion of the pension contributions being made to the Pension Plan and implemented a new 401(k) Plan pursuant to which Seaboard Foods also makes contributions on behalf of the employees. The changes to the pension contributions and the 401(k) Plan became effective January 1, 2015, pursuant to renewal of the CBA. The contributions being made by Seaboard Foods to the 401(k) Plan exceed the reduction in contributions being made to the Pension Plan.

The dispute involves the Pension Fund’s acceptance of the changes to the contributions to the Pension Plan. Seaboard Foods had previously contacted the Pension Fund advising it of Seaboard Foods’ intent to bargain with the UCFW to make changes to the contributions and also advising the Pension Fund of the negotiated changes before they went into effect. Seaboard Foods believes it received approval of the changes from the Pension Fund. In fact, prior to the changes becoming effective, the Pension Fund sent letters to the employees and to Seaboard Foods giving notice of a reduction in benefit accruals attributable to the changes made to the contributions as negotiated in the CBA. However, on June 17, 2015, Seaboard Foods received a letter from the Pension Fund demanding that Seaboard Foods reinstate, effective January 1, 2015, the contributions being made under the prior CBA or the Pension Fund will consider Seaboard Foods as having fully withdrawn from the Pension Fund effective December 31, 2014. This position by the Pension Fund directly contradicts the Pension Fund’s previous representations and Seaboard Foods believes the Pension Fund cannot legally take this action. If the Pension Fund is successful in effecting the full withdrawal by Seaboard Foods from the Pension Plan, Seaboard Foods would incur a withdrawal liability. The exact amount of this withdrawal liability is dependent of a number of factors and is approximately $11,000,000, paid in quarterly installments over a period not to exceed 20 years. If Seaboard Foods were to reinstate the pension contributions to the levels existing under the prior CBA, and as now demanded by the Pension Fund trustees, it would have to re-open negotiations of the CBA. No amounts have been accrued for the potential withdrawal liability as of July 4, 2015 as Seaboard does not believe such liability is probable as of the date of this filing.

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 in order to further Seaboard’s business objectives. Seaboard does not issue guarantees of third parties for compensation. As of ~~September 27, 2014,~~July 4, 2015, 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 27, 2014,~~July 4, 2015, Seaboard’s borrowing capacity under its uncommitted lines was reduced by letters of credit totaling ~~$1,386,000.~~$1,531,000. There were no letters of credit to reduce the committed lines. The notes payable to banks under the committed and uncommitted credit lines are unsecured. These lines of credit do not require compensating balances.

On May 13, 2015 Seaboard, through a wholly-owned subsidiary, agreed to contribute up to $207,400,000 to jointly develop and operate a pork processing facility in Sioux City, Iowa. Approximately $25,700,000 will be contributed in 2015 with the remaining amounts through 2019. As part of the operations, Seaboard agreed to provide hogs to be processed at the facility. Seaboard is currently evaluating its options to provide additional hogs to the facility.

Note 8 – Stockholders’ Equity and Accumulated Other Comprehensive Loss

Seaboard has a share repurchase program in place which was initially approved by its Board of Directors in November 2009, and is in effect through October 31, 2015. ~~In May 2014, the Board~~As of ~~Directors increased the dollar amount of Seaboard common stock authorized to be repurchased~~July 4, 2015, $50,846,000 remained available for repurchases under the share repurchase ~~program by $20,000,000, and~~program. For the six months ended July 4, 2015, Seaboard did not repurchase any shares of common stock. In May 2014, Seaboard commenced a tender offer to repurchase shares. On June 19, 2014 Seaboard completed the tender offer, pursuant to which it repurchased 16,738 shares of common stock at a price per share of $2,950, for a total cost of $49,377,000. As of September 27, 2014, $50,846,000 remained available for repurchases under the share repurchase program. For the nine months ended September 27, 2014, Seaboard repurchased 18,405 shares of common stock at a total cost of $53,781,000. 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 repurchases are being funded by cash on hand, and shares repurchased are being retired and resume the status of authorized and unissued shares. All stock repurchases are being made in compliance with applicable legal requirements and the timing of the repurchases and the number of shares repurchased at any given time depend upon market conditions, compliance with Securities and Exchange Commission regulations and other factors. The ~~Board of Directors~~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.~~2013 and 2014. Seaboard does not currently intend to declare any further dividends for the years ~~2014-2016.~~2015 and 2016.

The changes in the components of other comprehensive loss ~~(OCL)~~(“OCL”), net of related taxes, are as follows:


	Three Months Ended							Nine Months Ended							Three Months Ended						Six Months Ended
	September 27,			September 28,				September 27,			September 28,				July 4,			June 28,			July 4,			June 28,
(Thousands of dollars)	2014			2013				2014			2013				2015			2014			2015			2014
Foreign currency translation adjustment	$ (3,120	)			$ (14,067	)		$ (32,685	)			$ (26,888	)		$	(8,836)		$	(2,790)		$	(14,794)		$	(29,565)

Investments:
Unrealized gain															11			553			747			568
Amounts reclassified from OCL to net earnings															(14)		(1)	(55)		(1)	(73)		(1)	456		(1)
Unrealized gain (loss) on investments															(3)			498			674			1,024

Unrealized gain (loss) on cash flow hedges															-			(275)			-			86

Pension cost:
Unrealized gain (loss)	274				376			842				(933	)		(16)			-			283			-
Amounts reclassified from OCL to net earnings	(379	)	(1)		(149	)	(1)	77		(1)		(548	)	(1)	961		(2)	320		(2)	1,944		(2)	640		(2)
Unrealized gain (loss) on investments	(105	)			227			919				(1,481	)
Unrealized gain on cash flow hedges	149				-			235				-
Pension cost:
Unrealized gain	-				-			-				1,310
Amounts reclassified from OCL to net earnings	320		(2)		1,192		(2)	960		(2)		3,619		(2)
Unrecognized pension cost	320				1,192			960				4,929			945			320			2,227			640
Other Comprehensive Loss, Net of Tax	$ (2,756	)			$ (12,648	)		$ (30,571	)			$ (23,440	)

Other comprehensive loss, net of tax															$	(7,894)		$	(2,247)		$	(11,893)		$	(27,815)

(1)This represents realized ~~gains~~losses (gains) on the sale of available-for-sale securities and was recorded in other

investment income (loss), net.

(2)This primarily represents the amortization of actuarial losses that were included in net periodic pension cost and

was 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 income during the second quarter of 2013.

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

September 27,

December 31,

(Thousands of dollars)

2014

2013

Cumulative Foreign Currency Translation Adjustment:

$  (188,098
)
$  (155,413
)
Unrealized Gain on Investments:

1,400

481

Unrealized Gain (Loss) on Cash Flow Hedges:

122

(113
)
Unrecognized Pension Cost:

(25,792
)
(26,752
)
Total Accumulated Other Comprehensive Loss

$  (212,368
)
$  (181,797
)

	July 4,	December 31,
(Thousands of dollars)	2015	2014
Cumulative foreign currency translation adjustment	$ (208,831)	$ (194,037)
Unrealized gain on investments	2,008	1,334
Unrecognized pension cost	(57,707)	(59,934)
Total accumulated other comprehensive loss	$ (264,530)	$ (252,637)

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 27, 2014,~~July 4, 2015, the Sugar segment had ~~$122,145,000~~$115,447,000 in net assets denominated in Argentine pesos and ~~$2,556,000~~$22,000 in net ~~assets~~liabilities denominated in U.S. dollars. Management anticipates that the Argentine peso ~~may~~could 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.~~2015.

At ~~September 27,~~July 4, 2015 and June 28, 2014, ~~and September 28, 2013,~~ income taxes for cumulative foreign currency translation adjustments were recorded using a 35% effective tax rate except for ~~$50,801,000~~$66,988,000 and ~~$10,514,000,~~$50,353,000, respectively, related to certain subsidiaries for which no tax benefit was recorded. At ~~September 27,~~July 4, 2015 and June 28, 2014, ~~and September 28, 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 ~~$8,415,000~~$19,471,000 and ~~$19,954,000,~~$8,498,000, respectively, related to employees at certain subsidiaries for which no tax benefit ~~has been~~was recorded.

Note 9 - Segment Information

As of September 27, 2014, Seaboard’s Pork segment sold ~~to Triumph~~ a 50% interest in Daily’s for cash proceeds of $72,500,000 plus a receivable of $1,720,000 for preliminary working capital adjustments, resulting in a gain on sale of controlling interest in subsidiary of $64,392,000 ($39,279,000 net of taxes, or $33.56 per share) in the third quarter of 2014. The final sale price is subjectPremium Meats, LLC (“Daily’s”) to ~~agreement on the final working capital adjustments but any such remaining adjustment is not anticipated to be significant.~~Triumph Foods LLC (“Triumph”). Daily’s produces and markets raw and pre-cooked bacon, ham and sausage and has two further processing plants located in Salt Lake City, Utah and Missoula, Montana. The Pork segment currently has a business relationship with Triumph under which Seaboard markets substantially all of the pork products produced at Triumph’s plant in St. Joseph, Missouri. Through September 27, 2014, Seaboard consolidated the operating results of Daily’s as part of its Pork segment operations. As a result of this transaction, Seaboard deconsolidated Daily’s from its Condensed Consolidated Balance Sheet as of September 27, ~~2014 (see Note 1, Supplemental Non-Cash Transactions, for details of the impact on the Condensed Consolidated Balance Sheet from this deconsolidation).~~2014. Seaboard’s remaining 50% investment in Daily’s ~~will be~~is accounted for in the Pork segment by using the equity method of accounting. Based on the cash consideration received for this transaction and preliminary third party valuations for fixed assets and certain intangible assets, it was determined the fair value of Seaboard’s remaining 50% investment in Daily’s exceeded book value by $31,336,000, which is included in the gain on sale above, for a total fair value of $72,500,000. In addition, bothBoth Seaboard and Triumph contributed $2,000,000 each to Daily’s as additional equity to provide Daily’s with additional working capital resulting in a total investment in affiliate of $74,500,000 related to Daily’s for Seaboard as of September 27, 2014. Pro forma results of operations are not presented as the effects of deconsolidation are not material to Seaboard’s results of operations, primarily as Seaboard supplies raw product to Daily’s. Triumph also supplies raw product to Daily’s. It is expected that both Seaboard and Triumph will continue to sellsupply raw product to Daily’s.

The Tax Act signed into law in January 2013 as discussed in Note 4, renewed and extended the Federal blender’s credits that Seaboard was 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 Federal blender’s credits have not been renewed for 2014.

The Commodity Trading and Milling segment has a 50% ~~non-controlling~~noncontrolling interest in a bakery located in the Democratic Republic of Congo (“DRC”), which began ~~start-up~~ operations in the fourth quarter of 2012. The bakery has been incurring operating losses since it began operations as it continues to resolve equipment problems and attempts to gain market share. As a result of the continuing equipment problems, other production challenges and unfavorable local market conditions causing challenges in gaining market share, Seaboard’s management determined achieving improved operating results would take significantly longer than anticipated. As a result, Seaboard’s management determined there was a decline in value considered other-than-temporary as of December 31, 2014 and thus Seaboard recorded a write-down in the fourth quarter of 2014, which represented the remaining equity investment in this business and suspended the use of the equity method as of December 31, 2014. As part of its investment in this bakery, Seaboard has an interest bearing long-term note receivable from this bakery, the terms of which ~~has a decreasing balance~~require periodic principal payments, with the first payment due in June 2015 and a final maturity date of December 2020. No payment was received in June and Seaboard agreed to review future payment terms. Repayment of this note is primarily dependent upon this business improving existing operations to generate adequate future cash flows to make ~~scheduled payments when due. In addition,~~future payments. Seaboard discontinued recognizing interest income on the ~~bakery has been incurring operating losses since it began operations as it continues to resolve equipment problems and attempt to gain market share.~~note receivable during the fourth quarter of 2014. As of ~~September 27, 2014,~~July 4, 2015, the recorded balance of this ~~Note Receivable~~note receivable from ~~Affiliates~~affiliate and previous accrued interest was $34,556,000, ~~and Seaboard’s equity investment~~all classified as long-term given uncertainty of the timing of payments in ~~this bakery was $11,869,000.~~the future. If the ~~current operating results~~future cash flows of this bakery do not improve, ~~in the future,~~ there is a possibility that some of the recorded value of the ~~Note Receivable~~note receivable from ~~Affiliate~~affiliate could be deemed uncollectible ~~or there could be a decline~~ in ~~value deemed other than temporary for~~ the ~~related equity investment, or both, during some~~ future, ~~period~~ which may result in a material charge to earnings. Including this ~~investment,~~business, as of ~~September 27, 2014~~July 4, 2015 Seaboard had a total of ~~$71,593,000~~$57,708,000 of investments in, advances to and notes receivable from all of its affiliates in the ~~Democratic Republic of Congo,~~DRC, which represents the single largest foreign country risk exposure for Seaboard’s equity method investments. One of the other affiliates in the DRC, to which Seaboard sells wheat, is the only supplier of flour to this bakery.

OnIn September ~~24,~~2013, Seaboard invested $17,000,000 in a flour production business in Brazil for a 50% noncontrolling equity interest and provided a $13,000,000 long-term loan to this business. Half of the interest on this long-term note receivable from affiliate is payable currently in cash and the other half accrues as pay-in-kind interest. This note receivable matures in September 2020 but can be repaid with Seaboard having the option to convert the note receivable to equity and the other equity holders having the option to match such conversion with a purchase of new shares to avoid dilution. In addition, at the time of Seaboard’s initial investment in this business, plans included potential future equal additional investments by the owners to improve existing operations and expand operations to improve long-term operating results. Seaboard’s share of additional investments and advances totaled $5,554,000 and $3,886,000 during the six months ended July 4, 2015 and the year ended December 31, 2014, respectively. This business, which has received additional third party loans during 2015, incurred significant operating losses in 2014 and for the first six months of 2015. During the three and six months ended July 4, 2015, Seaboard recorded losses from affiliate of $10,247,000 and $21,913,000, respectively, related to this investment, which included $5,846,000 in the six month period for its proportionate share of a deferred income tax asset allowance related to 2014 and 2013. These recorded losses from affiliate were first used to reduce Seaboard’s investment in the business to zero and then, the remaining equity losses of $7,194,000 were used to write-down its advances and long-term note receivable from affiliate during the second quarter of 2015. Discussions are ongoing between the owners to determine the extent and timing of future additional investments by one or both parties or additional third party loans to fund expansion in an attempt to improve operating results. However, during the second quarter, Seaboard became concerned with disagreements with the other business partner as to the necessary support of the business, including the other equity partner’s ability and willingness to fund additional capital contributions. Based on current discussions with our business partner and the management of the business, the extent of the losses and revised financial outlook of the business, the halting of the construction plans for a new plant and the amount of existing third party debt of $27,300,000, Seaboard reserved the remaining portion of the advance and long-term loans of $9,345,000 during the second quarter of 2015 and thus reduced these advances and long-term loans to zero as of July 4, 2015. This charge was recorded as a reduction to income from affiliates in the Condensed Consolidated Statements of Comprehensive Income. As of December 31, 2014, the recorded balance of this note receivable from affiliate was $13,849,000 and Seaboard’s equity investment and advances in this business was $11,669,000. Seaboard also had a gross receivable due from affiliate related to this business resulting from sales of grain and supplies of $16,480,000 and $13,969,000 as of July 4, 2015 and December 31, 2014, respectively, which Seaboard reserved $3,000,000 in the second quarter of 2015 based on an analysis of collectability and working capital. It is possible that additional reserves will be necessary during the remainder of 2015.

In September 2014, Seaboard invested $17,333,000 in a cargo terminal business in Jamaica for a 21% ~~non-controlling~~noncontrolling interest. This investment ~~will be~~is accounted for in the Marine segment using the equity method reported on a three-month lag basis and thus Seaboard’s first proportionate share of earnings ~~will not be~~was recognized ~~until~~in the first ~~quarter~~six months of 2015.

The Power segment had been operating a floating power generating facility (72 megawatts) in the Dominican Republic under a short-term lease ~~agreement. On~~agreement, but on April 1, 2014, Seaboard provided notice to cancel the ~~lease. Seaboard~~lease and ceased ~~operations~~operation of the leased facility on September 3, 2014. During the second quarter of 2015, Seaboard ~~had previously sold this~~invested an additional $10,000,000 in a business operating a 300 megawatt electricity generating facility in the Dominican Republic and changed its method of accounting from a cost method investment at Corporate to an equity method investment in the current owner in 2011. In conjunction with ceasing operations, Seaboard sold inventory related to these operations, the sale of which had been deferred until the end of the lease term. In addition, $1,500,000 of the original sale price for this facility, which remained in escrow as security for the lease, was paid to Seaboard. Finalization of the transfer of the leased facility to the owner and related settlement of all items occurred on September 18, 2014.Power segment. As a result, Seaboard ~~recognized a $4,953,000 gain~~reclassified the $5,910,000 initial investment from ~~sale~~Corporate to the Power segment along with $12,691,000 of ~~assets~~Seaboard’s interest in ~~operating~~this business’ reported net income ~~related~~since the date of its initial investment, which is reflected as an adjustment to ~~these items in the third quarter~~retained earnings as of January 1, 2014.

The Turkey segment, accounted for using the equity method, represents Seaboard’s investment in Butterball, LLC ~~(Butterball)~~(“Butterball”). Butterball had total net sales for the three and ~~nine~~six months ended ~~September 27, 2014~~July 4, 2015 of ~~$486,971,000~~$390,739,000 and ~~$1,218,402,000,~~$788,437,000, respectively, compared to total net sales for the three and ~~nine~~six months ended ~~September~~June 28, ~~2013~~2014 of ~~$444,787,000~~$375,668,000 and ~~$1,169,301,000,~~$731,431,000, respectively. Butterball had operating income for the three and ~~nine~~six months ended ~~September 27, 2014~~July 4, 2015 of ~~$35,881,000~~$51,362,000 and ~~$85,311,000,~~$93,959,000, respectively, compared to operating income ~~(loss)~~ for the three and ~~nine~~six months ended ~~September~~June 28, ~~2013~~2014 of ~~$1,282,000~~$28,682,000 and ~~$(3,238,000),~~$49,430,000, respectively. In the first and third quarters 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) recognized in loss from affiliates, for the three and nine months ended September 28, 2013, respectively. This facility was sold in the second quarter of 2014 for approximately the remaining net book value. As of ~~September 27, 2014~~July 4, 2015 and December 31, ~~2013, the Turkey segment~~2014, Butterball had total assets of ~~$1,073,196,000~~$1,040,435,000 and ~~$907,004,000,~~$1,021,182,000, 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 in December 2010, Seaboard has a long-term note receivable from Butterball which had a balance of ~~$137,105,000~~$149,691,000 as of ~~September 27, 2014.~~July 4, 2015. Part of the interest earned on this note is pay-in-kind interest, which accumulates and is paid at maturity in 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				Six Months Ended
	July 4,		June 28,		July 4,		June 28,
(Thousands of dollars)	2015		2014		2015		2014

Pork	$	331,259	$	466,735	$	652,147	$	848,825
Commodity Trading and Milling	778,688		914,114		1,599,276		1,703,504
Marine	241,679		210,960		478,339		411,424
Sugar	45,107		46,986		90,366		97,342
Power	27,510		53,033		52,641		106,881
All Other	3,643		2,763		7,475		6,251
Segment/Consolidated Totals	$	1,427,886	$	1,694,591	$	2,880,244	$	3,174,227

Operating Income (Loss):
	Three Months Ended						Six Months Ended
	July 4,			June 28,			July 4,			June 28,
(Thousands of dollars)	2015			2014			2015			2014

Pork	$	18,537		$	110,213		$	34,933		$	170,690
Commodity Trading and Milling	7,380			18,263			11,862			30,193
Marine	5,451			(3,057		)	12,230			(10,449		)
Sugar	993			9,654			4,992			16,415
Power	4,342			6,129			6,976			4,445
All Other	235			(8		)	343			329
Segment Totals	36,938			141,194			71,336			211,623
Corporate Items	(5,276		)	(6,855		)	(11,835		)	(12,081		)
Consolidated Totals	$	31,662		$	134,339		$	59,501		$	199,542

1516

~~Sales to External Customers:~~

Income (Loss) from Affiliates:
	Three Months Ended						Six Months Ended
	July 4,			June 28,			July 4,			June 28,
(Thousands of dollars)	2015			2014			2015			2014

Pork	$	3,836		$	-		$	6,489		$	-
Commodity Trading and Milling	(15,947		)	(2,170		)	(25,196		)	(2,205		)
Marine	413			-			1,066			-
Sugar	111			443			527			748
Power	573			317			125			954
Turkey	23,271			9,530			40,025			15,904
Segment/Consolidated Totals	$	12,257		$	8,120		$	23,036		$	15,401

	Three Months Ended				Nine Months Ended

Total Assets:
	September 27,		September 28,		September 27,		September 28,		July 4,		December 31,
(Thousands of dollars)	2014		2013		2014		2013		2015		2014

Pork	$	454,927	$	435,981	$	1,303,752	$	1,262,083	$	812,570	$	821,172
Commodity Trading and Milling	858,497		857,994		2,562,001		2,553,510		976,396		1,103,461
Marine	205,260		219,466		616,684		676,347		301,484		283,276
Sugar	47,786		58,500		145,128		192,554		179,423		198,271
Power	51,622		73,607		158,503		221,386		232,928		219,604
Turkey									427,404		393,425
All Other	4,549		2,557		10,800		8,560		5,909		5,887
Segment/Consolidated Totals	$	1,622,641	$	1,648,105	$	4,796,868	$	4,914,440
Segment Totals									2,936,114		3,025,096
Corporate Items									802,232		666,662
Consolidated Totals									$	3,738,346	$	3,691,758

~~Operating Income (Loss):~~

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(Thousands of dollars)

2014

2013

2014

2013

Pork

$
70,400

$
34,099

$
241,090

$
89,997

Commodity Trading and Milling

13,309

8,808

43,502

29,746

Marine

(4,564
)
(15,033
)
(15,013
)
(22,413
)
Sugar

6,280

193

22,695

28,312

Power

15,044

13,429

19,489

41,405

All Other

531

216

860

354

Segment Totals

101,000

41,712

312,623

167,401

Corporate Items

(4,914
)
(7,942
)
(16,995
)
(16,624
)
Consolidated Totals

$
96,086

$
33,770

$
295,628

$
150,777

~~Income (Loss) from Affiliates:~~

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(Thousands of dollars)

2014

2013

2014

2013

Commodity Trading and Milling

$
(4,729
)
$
(999
)
$
(6,934
)
$
(1,187
)
Sugar

(112
)
54

636

171

Turkey

14,333

(4,044
)
30,237

(11,370
)
Segment/Consolidated Totals

$
9,492

$
(4,989
)
$
23,939

$
(12,386
)

~~Total Assets:~~

September 27,

December 31,

(Thousands of dollars)

2014

2013

Pork

$
790,645

$
773,641

Commodity Trading and Milling

1,112,976

1,056,930

Marine

278,418

271,012

Sugar

184,589

226,245

Power

238,609

267,431

Turkey

383,344

342,083

All Other

7,289

6,428

Segment Totals

2,995,870

2,943,770

Corporate Items

474,199

474,278

Consolidated Totals

$
3,470,069

$
3,418,048

~~Investments in and Advances to Affiliates:~~

Investments in and Advances to Affiliates:
	September 27,		December 31,		July 4,		December 31,
(Thousands of dollars)	2014		2013		2015		2014

Pork	$	74,500	$	-	$	85,105	$	79,832
Commodity Trading and Milling		190,271		197,036	197,797		178,344
Marine	17,333		-		18,106		17,333
Sugar	2,634		2,768		3,351		2,994
Power					30,473		20,348
Turkey	237,333		207,096		270,182		244,560
Segment/Consolidated Totals	$	522,071	$	406,900	$	605,014	$	543,411

Administrative services provided by the corporate office are allocated to the individual segments and represent corporate services rendered to and costs incurred for each specific segment, with no allocation to individual segments offor 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 (Loss), Net).

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 27, 2014~~July 4, 2015 increased ~~$73.3~~$179.6 million to ~~$419.0~~$706.6 million from December 31, ~~2013.~~2014. The increase was primarily the result of net cash from operating activities of ~~$283.3~~$263.9 million, ~~and~~ proceeds from sale of ~~controlling interest~~fixed assets of $24.1 million and increases in ~~subsidiary~~notes payable of ~~$72.5~~$30.8 million. Partially offsetting the increase was cash used for capital expenditures of ~~$94.7~~$68.0 million, ~~principal payments of long-term debt of $91.4 million, repurchases of common stock of $53.8 million, decreases in notes payable of $31.8 million and~~ investments in affiliates of ~~$22.1~~$49.8 million and purchase of long-term investments of $22.3 million. Cash from operating activities increased ~~$278.2~~$61.0 million for the ~~nine~~six months ended ~~September 27, 2014~~July 4, 2015 compared to the same period in ~~2013,~~2014, primarily as a result of ~~changes~~decreases in ~~working capital. Accounts receivables decreased in 2014, principally related to collections of U.S. tax receivables and also past due amounts in the Power segment, while~~ accounts receivable ~~increased~~and inventory, principally in ~~2013 for U.S. tax receivables and the Power segment. Also, current liabilities increased in 2014 while they decreased in 2013 primarily from timing of payments related principally to~~ the Commodity Trading and Milling ~~segment.~~

segment, partially offset by lower net earnings.

Acquisitions, Capital Expenditures and Other Investing Activities

During the ~~nine~~six months ended ~~September 27, 2014,~~July 4, 2015, Seaboard invested ~~$94.7~~$68.0 million in property, plant and equipment, of which ~~$43.3~~$18.6 million was expended in the Pork segment, ~~$25.0~~$19.5 million in the Commodity Trading and Milling segment, and $24.3 million in the Marine ~~segment and $26.4 million in all other segments.~~segment. The Pork segment expenditures were primarily for improvements to existing facilities and related equipment ~~compressed natural gas semi-tractors and related refueling stations~~ and additional hog finishing barns. Of the Commodity Trading and Milling segment expenditures, $15.5 million was for the construction of dry bulk vessels, of which the first was delivered and then sold and leased back by Seaboard, at its book value of $21.9 million during the second quarter. The Marine segment expenditures were primarily for purchases of cargo carrying and handling ~~equipment.~~equipment, and $7.9 million for the purchase of a containerized cargo vessel. All other ~~segments’~~ capital expenditures were primarily of a normal recurring nature and primarily ~~include~~included replacements of machinery and equipment, and general facility modernizations and upgrades.

For the remainder of ~~2014,~~2015, management has budgeted capital expenditures totaling ~~$52.7~~$148.0 million. The Pork segment plans to spend ~~$12.4~~$24.1 million primarily for improvements to existing facilities and related equipment and additional hog finishing barns. The Commodity Trading and Milling segment plans to spend ~~$22.8~~$60.4 million primarily for payments of ~~$17.9~~$48.2 million for ~~four~~three dry bulk vessels being built for a total estimated cost of ~~$90.0~~$68.1 million and improvements to existing facilities and related equipment. However, Seaboard currently anticipates selling and leasing back these ~~four~~three 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. Payments under the lease agreements will be finalized upon delivery of the vessels. The ~~first vessel is~~three vessels are scheduled for delivery ~~in the fourth quarter of 2014~~during 2015 and ~~the remaining three vessels are currently scheduled for~~ early ~~2015.~~2016. The Marine segment has budgeted ~~$11.6~~$35.5 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 ~~2014.~~2015. The balance of ~~$5.9~~$28.0 million is planned to be spent in all other businesses primarily for normal upgrades to existing ~~operations.~~operations and for the expansion of the alcohol distillery in the Sugar segment. Management anticipates paying for these capital expenditures from a combination of available cash, the use of available short-term investments and Seaboard’s available borrowing capacity.

On May 13, 2015 Seaboard, through a wholly-owned subsidiary, agreed to contribute up to $207.4 million to jointly develop and operate a pork processing facility in Sioux City, Iowa. Approximately $25.7 million is expected to be contributed in 2015 with the remaining amounts through 2019. As part of the operations, Seaboard agreed to provide hogs to be processed at the facility. Seaboard is currently evaluating its options to provide these additional hogs to the facility.

AsIn March 2015, Seaboard invested $10.0 million in an oilseed crushing business in the Republic of ~~September 27, 2014,~~Turkey for a 25% noncontrolling interest. This investment will be accounted for using the equity method.

In the second quarter of 2015, Seaboard invested $10.0 million in a business operating a 300 megawatt electricity generating facility in the Dominican Republic, increasing Seaboard’s ~~Pork segment sold~~ownership interest to ~~Triumph Foods, LLC a 50% interest in its Daily’s Premium Meats division for cash of $72.5 million, subject to final working capital adjustments.~~29.9%. See Note 91 to the Condensed Consolidated Financial Statements for further discussion.

~~In September 2014,~~Also, in the second quarter of 2015, Seaboard invested ~~$17.3 million in a cargo terminal business in Jamaica for a 21% non-controlling interest. See Note 9 to the Condensed Consolidated Financial Statements for further discussion.~~

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. Also in September 2013, Seaboard invested $7.4$8.0 million in a flour milling business in ~~South Africa~~Botswana for a 49% ~~non-controlling interest. In July 2013, Seaboard acquired~~noncontrolling interest and $10.3 million, which had previously been held in escrow, for a ~~50% non-controlling~~45% noncontrolling interest in a commodity trading and flour milling business in ~~Gambia by making a total investment in and advances to this affiliate of $7.3 million as of September 28, 2013 with an additional $1.2 million made in~~Uruguay. These investments will be accounted for using the ~~fourth~~equity method. In the second quarter of ~~2013.~~

~~On March 28, 2013, Butterball, LLC (Butterball) repaid~~2015, Seaboard also invested $18.2 million for an 11.96% noncontrolling interest in ~~full~~a grain trading and poultry business in Morocco which will be accounted for using 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.cost method.

During the second quarter of 2015, Seaboard provided an additional $4.0 million short-term loan to a port project in Haiti consisting primarily of a marine terminal operation, electric power generating plant and free trade zone development. This loan, which totals $8.0 million, is convertible into equity by Seaboard once certain business operating conditions are met in Haiti. Seaboard does anticipate these conditions being met by the end of 2015, at which time it will convert the loan to equity and invest an additional $7.0 million for a total minority equity investment of less than 25%.

Financing Activities and Debt

~~On October 24, 2014,~~As of July 4, 2015, Seaboard ~~entered into~~had a ~~Credit Agreement for a~~short-term $50.0 million committed line of credit, ~~totaling $50.0~~a long-term $200.0 million ~~related to a foreign subsidiary for the Commodity Trading and Milling segment. This credit facility matures on October 23, 2015 and does not change existing debt covenants.~~

~~As of September 27, 2014, Seaboard had a~~ committed line of credit ~~totaling $200.0 million~~ and uncommitted lines totaling ~~$189.6~~$262.6 million. As of ~~September 27, 2014,~~July 4, 2015, there were no borrowings outstanding under the committed ~~line~~lines of credit and borrowings under the uncommitted lines of credit totaled ~~$28.8~~$103.3 million, with all such borrowings related to foreign subsidiaries. Seaboard’s borrowing capacity under its uncommitted lines was reduced by letters of credit totaling ~~$1.4~~$1.5 million.

In July 2014, Seaboard provided notice of optional prepayment to its lenders related to a credit agreement with an original maturity date of 2021. Accordingly, $74.1 million was reclassified from long-term debt to current maturities of long-term debt as of June 28, 2014. The total principal payment of $85.5 million was made on August 29, 2014. As a result, Seaboard paid a $3.8 million fee for early payment which was charged to interest expense in the third quarter of 2014.

In April 2013, Seaboard provided notice of call for early redemption to holders of certain Industrial Development Revenue Bonds (IDRBs) effective May 13, 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 effective January 14, 2013. Seaboard paid $13.0 million in the first quarter of 2013.

As of ~~September 27, 2014,~~July 4, 2015, Seaboard had cash and short-term investments of ~~$419.0~~$706.6 million, additional total net working capital of ~~$856.7~~$684.8 million and a $200.0 million long-term 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 ~~2014.~~2015. 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 27, 2014, $51.5~~July 4, 2015, $269.4 million of the ~~$419.0~~$706.6 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.

For the ~~nine~~six months ended ~~September 27,~~June 28, 2014, Seaboard used cash to repurchase 18,405 shares of common stock at a total price of $53.8 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 for the three and ~~nine~~six month periods of ~~2014~~2015 decreased by ~~$25.5~~$266.7 million and ~~$117.6~~$294.0 million, respectively, over the same periods in ~~2013.~~2014. The decreases primarily reflected the deconsolidation of Daily’s and lower ~~sales volume of~~prices for pork products ~~and decreased payments received from the U.S. Government for biodiesel production for~~sold in the Pork segment as discussed below, lower sales prices for various commodities for the Commodity Trading and Milling segment and lower sales volume for the Power ~~segment, lower~~segment. The decreases were partially offset by higher cargo volumes ~~in certain markets~~ for the Marine ~~segment, and lower volumes of sugar sold for the Sugar~~ segment. ~~Partially offsetting these decreases were higher prices for pork products sold.~~

Operating income ~~increased~~decreased by ~~$62.3~~$102.7 million and ~~$144.9~~$140.0 million for the three and ~~nine~~six month periods of ~~2014,~~2015, respectively, compared to the same periods in ~~2013.~~2014. The ~~increases~~decreases primarily reflected ~~higher~~lower prices for pork products ~~sold and, to a lesser extent, lower voyage costs for the Marine segment. Partially offsetting the increases were lower margins for biodiesel for the~~ sold.

Pork ~~segment and, for the nine month period, lower sales volume for the Power division.~~

~~Pork~~ Segment

Three Months Ended

Nine Months Ended

Three Months Ended

Six Months Ended

July 4,

June 28,

July 4,

June 28,

September 27,

September 28,

September 27,

September 28,

(Dollars in millions)

2014

2013

2014

2013

(Dollars in millions)

2015

2014

2015

2014

Net sales

$  454.9

$     436.0

$  1,303.8

$   1,262.1

$
331.3

$
466.7

$
652.1

$
848.8

Operating income

$    70.4

$      34.1

$     241.1

$        90.0

$
18.5

$
110.2

$
34.9

$
170.7

Income from affiliates

$
3.8

$
-

$
6.5

$
-

Net sales for the Pork segment ~~increased $18.9~~decreased $135.4 million and ~~$41.7~~$196.7 million for the three and ~~nine~~six month periods of ~~2014,~~2015, respectively, compared to the same periods in ~~2013.~~2014. The ~~increases are~~decreases were primarily the result of ~~higher~~the deconsolidation of Daily’s, as discussed below and lower prices for pork products sold. ~~Partially offsetting the increases~~The decreases were ~~lower~~partially offset by an increase in related sales volumes of pork products from processing fewer internally grown hogs, lower sales prices for biodiesel, decreased payments received from the U.S. Government for biodiesel production and, for the nine month period, lower sales volume of biodiesel. U.S. Government payments included a one-time credit of $11.3 million recorded as revenues in the first quarter of 2013 related to the Tax Act, related to the Federal blender’s credit that Seaboard was entitled to receive for biodiesel it blends but has not been renewed for 2014. See Note 9 to the Condensed Consolidated Financial Statements for further discussion of the Federal blender’s credit.
volume.
Operating income for the Pork segment ~~increased $36.3~~decreased $91.7 million and ~~$151.1~~$135.8 million for the three and ~~nine~~six month periods of ~~2014,~~2015, respectively, compared to the same periods in ~~2013.~~2014. The ~~increases are~~decreases were primarily the result of ~~higher~~lower prices for
19

pork products ~~sold~~ and to a lesser ~~extent,~~degree, the deconsolidation of Daily’s as discussed below. Partially offsetting the decreases were lower feed costs for hogs internally ~~grown. Partially offsetting the increases were~~grown and lower ~~margins for biodiesel from items discussed above, increased~~ costs for third party ~~hogs and, especially for the three month period, lower sales volume of pork products produced.~~
hogs.
Management is unable to predict future market prices for pork products, the cost of feed or ~~the impact to Seaboard from the porcine epidemic diarrhea virus currently being experienced by the pork industry.~~cost of third party hogs. In addition, the Federal blender’s credit for biodiesel expired December 31, ~~2013 and current proposed, but still pending, 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 ~~2014,~~2015, although significantly lower than ~~the first nine months of 2014 as prices for pork products sold have begun to trend down from recent highs during~~ 2014.
Income from affiliates is primarily from Seaboard’s 50% proportionate share of earnings from Daily’s accounted for using the equity method as discussed in Note 9 to the Condensed Consolidated Financial Statements. Seaboard’s first proportionate share of earnings for Daily’s was recognized in the fourth quarter of 2014.
~~Commodity Trading and Milling Segment~~
Commodity Trading and Milling Segment

Three Months Ended

Nine Months Ended

Three Months Ended

Six Months Ended

September 27,

September 28,

September 27,

September 28,

July 4,

June 28,

July 4,

June 28,

(Dollars in millions)

2014

2013

2014

2013

2015

2014

2015

2014

Net sales

$
858.5

$
858.0

$
2,562.0

$
2,553.5

$
778.7

$
914.1

$
1,599.3

$
1,703.5

Operating income as reported

$
13.3

$
8.8

$
43.5

$
29.7

$
7.4

$
18.3

$
11.9

$
30.2

Less mark-to-market adjustments

(9.2)

5.7

(13.8)

(3.3)

(1.3
)

(6.9
)

(6.1
)

(4.6)

Operating income excluding mark-to-market adjustments

$
4.1

$
14.5

$
29.7

$
26.4

$
6.1

$
11.4

$
5.8

$
25.6

Loss from affiliates

$
(4.7)

$
(1.0)

$
(6.9)

$
(1.2)

$
(15.9
)

$
(2.2
)

$
(25.2
)

$
(2.2)

Net sales for the Commodity Trading and Milling segment ~~increased $0.5~~decreased $135.4 million and ~~$8.5~~$104.2 million for the three and ~~nine~~six month periods of ~~2014,~~2015, respectively, compared to the same periods in ~~2013. Higher sales volumes of various commodities sold were principally offset by~~2014. The decreases primarily reflected lower sales prices for ~~such~~various commodities, ~~especially corn.~~
offset by higher sales volume to third parties, principally for wheat and soybean meal for the six month period.
Operating income for this segment ~~increased $4.5~~decreased $10.9 million and ~~$13.8~~$18.3 million for the three and ~~nine~~six month periods of ~~2014,~~2015, respectively, compared to the same periods in ~~2013.~~2014. The ~~increases~~decreases primarily reflected ~~fluctuations~~certain unfavorable market conditions, which resulted in lower margins on commodity trades to third parties, especially wheat, an increase in bad debt expense and for the three months of ~~$14.9~~2015, a fluctuation of $5.6 million ~~and $10.5 million, respectively~~ of marking to market derivative contracts as discussed below. Excluding the effects of mark-to-market adjustments for derivatives contracts as discussed below, operating income decreased ~~$10.4~~$5.3 million and ~~increased $3.3~~$19.8 million, for the three and ~~nine~~six month periods, respectively. The decrease for the three month period primarily reflected lower margins on commodity trading sales principally as a result of unfavorable market conditions. The increase for the nine month period primarily reflected improved operating income at certain milling locations partially offset by recoveries of $4.3 million in 2013 of inventory write-downs for customer contract performance issues recognized in prior years.
Due to worldwide commodity price fluctuations, 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 ~~2014,~~2015, excluding the effects of marking to market derivative contracts.
20

Had Seaboard not applied mark-to-market accounting to its derivative instruments, operating income for this segment would have been lower by ~~$9.2~~$1.3 million and ~~$13.8~~$6.1 million, respectively, for the three and ~~nine~~six month periods of ~~2014~~2015 and ~~operating income~~ would have been ~~higher~~lower by ~~$5.7~~$6.9 million and ~~lower by $3.3~~$4.6 million, respectively, for the three and ~~nine~~six month periods of ~~2013.~~2014. 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,~~marked-to-market, the changes in value of the firm purchase or sales contracts were ~~not.~~not, other than the recognition of certain loss contracts. 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 ~~2014.~~2015. 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.
Loss from affiliates for the three and ~~nine~~six month periods of ~~2014~~2015 increased by ~~$3.7~~$13.7 million and ~~$5.7~~$23.0 million, respectively, from the same periods in ~~2013.~~2014. The increases primarily reflected operating and currency losses and the write-off of notes receivable from an affiliate in ~~losses primarily represent losses incurred in 2014 from a certain affiliate newly invested in by Seaboard during~~Brazil of $19.6 million and $31.3 million for the ~~latter half of 2013.~~three and six months periods, respectively. Based on the uncertainty of local political and economic environments in the countries in which Seaboard’s affiliates operate, management cannot predict future results. However, management anticipates continuing losses from its affiliate in Brazil for the remainder of 2015. See Note 9 to the Condensed Consolidated Financial Statements for further discussion of this affiliate.
20

Marine Segment

Three Months Ended

Nine Months Ended

Three Months Ended

Six Months Ended

September 27,

September 28,

September 27,

September 28,

July 4,

June 28,

July 4,

June 28,

(Dollars in millions)

2014

2013

2014

2013

2015

2014

2015

2014

Net sales

$     205.3

$     219.5

$     616.7

$       676.3

$
241.7

$
211.0

$
478.3

$
411.4

Operating loss

$        (4.6
)
$      (15.0
)
$      (15.0
)
$        (22.4
)
Operating income (loss)

$
5.5

$
(3.1
)
$
12.2

$
(10.4
)
Income from affiliate

$
0.4

$
-

$
1.1

$
-

Net sales for the Marine segment ~~decreased $14.2~~increased $30.7 million and ~~$59.6~~$66.9 million for the three and ~~nine~~six month periods of ~~2014,~~2015, respectively, compared to the same periods in ~~2013.~~2014. The ~~decreases~~increases were primarily the result of higher cargo volumes, partially offset by lower cargo ~~volumes~~rates in certain markets ~~most notably Venezuela,~~ during ~~2014~~2015 compared to ~~2013.~~
2014.
Operating ~~loss decreased $10.4~~income increased $8.6 million and ~~$7.4~~$22.6 million for the three and ~~nine~~six month periods of ~~2014,~~2015, respectively, compared to the same periods ~~of 2013. These decreases~~in 2014. The increases were primarily the result of lower voyage costs, ~~such as~~principally fuel costs, ~~and, to a lesser extent, charter hire,~~ on a per unit shipped basis, partially offset by ~~for the nine month period,~~ lower ~~operating results related to the Venezuela operations.~~cargo rates. Management cannot predict changes in future cargo volumes, ~~and~~ cargo rates and fuel costs, or to what extent changes in economic conditions in markets served will affect net sales or operating income during the remainder of ~~2014.~~2015. However, based on recent improved market conditions, management anticipates this segment will have positive operating income for the remainder of 2015.
Income from affiliate represents an investment in a cargo terminal business in Jamaica accounted for using the equity method as discussed in Note 9 to the Condensed Consolidated Financial Statements. Seaboard’s first proportionate share of earnings for this investment was recognized in the first quarter of 2015.
Sugar Segment

Three Months Ended

Six Months Ended

July 4,

June 28,

July 4,

June 28,

(Dollars in millions)

2015

2014

2015

2014

Net sales

$
45.1

$
47.0

$
90.4

$
97.3

Operating income

$
1.0

$
9.7

$
5.0

$
16.4

Income from affiliates

$
0.1

$
0.4

$
0.5

$
0.7

Net sales for the Sugar segment decreased $1.9 million and $6.9 million for the three and six month periods of 2015, respectively, compared to the same periods in 2014. The decreases primarily reflected lower volumes of sugar and alcohol sold partially offset by higher sale prices for both. Sugar and alcohol sales are denominated in Argentine pesos and the increase in sale prices in terms of U.S. dollars was somewhat negatively impacted by exchange rate changes as the Argentine peso continued to weaken against the U.S. dollar in 2015. Management cannot predict sale prices for the remainder of 2015, but management anticipates that the Argentine peso may continue to weaken against the U.S. dollar.
Operating income decreased $8.7 million and $11.4 million for the three and six month periods of 2015, respectively, compared to the same periods in 2014. The decreases primarily reflected lower income as a result of lower volumes of sugar and alcohol sold, while increased sale prices of sugar were offset by higher production costs. The decreases in operating income were also the result of higher selling, general and administrative expenses principally from increased personnel related costs. Operating income for the three and six month periods of 2014 included a $4.3 million gain recorded from a final insurance settlement for property damage and business interruption claims related to prior years. Based on recent market conditions, management anticipates this segment will not be profitable for the remainder of ~~2014.~~
~~Sugar Segment~~

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(Dollars in millions)

2014

2013

2014

     2013

Net sales

$        47.8

$     58.5

$   145.1

$      192.6

Operating income

$          6.3

$       0.2

$     22.7

$        28.3

Income (loss) from affiliates

$         (0.1
)
$       0.1

$       0.6

$          0.2

Net sales for the Sugar segment decreased $10.7 million and $47.5 million for the three and nine month periods of 2014, respectively, compared to the same periods in 2013. The decreases primarily reflect lower volumes of sugar sold and, for the nine month period but to a lesser extent, lower sales prices for sugar. Sugar sales are denominated in Argentine pesos and the lower sales prices for sugar in terms of U.S. dollars was the result of exchange rate changes as the Argentine peso continued to weaken against the U.S. dollar in 2014, especially in the first quarter of 2014. Management cannot predict sugar and alcohol prices for the remainder of 2014, but management anticipates that the Argentine peso may continue to weaken against the U.S. dollar.2015.

21

Operating income increased $6.1 million and decreased $5.6 million for the three and nine month periods of 2014, respectively, compared to the same periods in 2013. The increase for the three month period was primarily the result of lower costs per ton for sugar inventory sold as a result of the exchange rate changes noted above, while sales prices for sugar increased slightly. The nine month decrease primarily represents lower income from sugar sales as a result of lower volumes of sugar sold and lower sales prices as noted above. Partially offsetting the decreases was a $4.3 million gain recorded in the second quarter of 2014 from a final insurance settlement for property damage and business interruption claims related to prior years. Management anticipates positive operating income for this segment for the remainder of 2014.

Power Segment

Three Months Ended

Nine Months Ended

Three Months Ended

Six Months Ended

September 27,

September 28,

September 27,

September 28,

July 4,

June 28,

July 4,

June 28,

(Dollars in millions)

2014

2013

2014

     2013

2015

2014

2015

2014

Net sales

$      51.6

$    73.6

$   158.5

$      221.4

$
27.5

$
53.0

$
52.6

$
106.9

Operating income

$      15.0

$    13.4

$     19.5

$        41.4

$
4.3

$
6.1

$
7.0

$
4.4

Income from affiliate

$
0.6

$
0.3

$
0.1

$
1.0

Net sales for the Power segment decreased ~~$22.0~~$25.5 million and ~~$62.9~~$54.3 million for the three and ~~nine~~six month periods of ~~2014,~~2015, respectively, compared to the same ~~periods~~period in ~~2013.~~2014. The ~~decrease for the three month period~~decreases primarily ~~reflects lower volumes. The decrease for the nine month period reflects~~reflect lower volumes and, to a lesser extent, lower spot market rates. Although management cannot predict future spot market rates, sales volumes for ~~the remainder of 2014 are anticipated to~~2015 will be lower than ~~2013~~the same periods in 2014 as a result of ~~Seaboard~~ cancelling the short-term leasing of a power generating facility on September 3, 2014, as further discussed in Note 9 to the Condensed Consolidated Financial Statements.
Operating income ~~increased $1.6~~decreased $1.8 million and ~~decreased $21.9~~increased $2.6 million for the three and ~~nine~~six month periods of ~~2014,~~2015, respectively, compared to the same periods in ~~2013. Included~~2014. The decrease in ~~operating income for~~ the three month period of 2014 was a gain on sale of assets of $5.0 million as discussed in Note 9 to the Condensed Consolidated Financial Statements. Excluding this gain, operating income for the three month period decreased as a result of2015 primarily reflects lower volumes. The ~~decrease~~increase for the ~~nine~~six month period of 2015 primarily reflects lower fuel costs per kilowatt hour generated in excess of lower spot market rates and lower ~~volumes~~other production costs, partially offset by lower ~~fuel costs per kilowatt hour generated.~~volumes. Management cannot predict future fuel costs or the extent that spot market rates will fluctuate compared to fuel costs. ~~Based on recent market conditions,~~However, management ~~currently cannot predict if~~anticipates positive operating income for this segment ~~will be profitable~~ for the remainder of 2015, although lower than 2014.
Turkey Segment

Three Months Ended

Nine Months Ended

Three Months Ended

Six Months Ended

September 27,

September 28,

September 27,

September 28,

July 4,

June 28,

July 4,

June 28,

(Dollars in millions)

2014

2013

2014

     2013

2015

2014

2015

2014

Income (loss) from affiliate

$     14.3

$   (4.0
)
$   30.2

$   (11.4
)
Income from affiliate

$
23.3

$
9.5

$
40.0

$
15.9

The Turkey segment, accounted for using the equity method, represents Seaboard’s investment in Butterball. The increase in income from affiliate for the three ~~month~~ and ~~nine~~six month periods of ~~2014~~2015 compared to the same periods in ~~2013~~2014 was primarily the result of lower feed costs and, ~~especially in~~for the ~~three~~six month period, higher prices of turkey products sold. ~~Also during~~Management is unable to predict future market prices for turkey products, the ~~first and third quarters~~cost of ~~2013,~~feed or the impact to Butterball ~~incurred additional charges for impairment of fixed assets related to~~from the ~~planned sale of its Longmont, Colorado facility. Seaboard’s proportionate share represented $1.2 million and $3.9 million recognized in loss from affiliate for~~avian influenza currently being experienced by the ~~three and nine months ended September 28, 2013, respectively. This facility was sold in the second quarter of 2014 for approximately the remaining net book value. Management~~turkey industry. However, management anticipates positive income for this segment for the remainder of ~~2014.~~
2015.
~~Interest Expense~~Selling, General and Administrative Expenses
~~Interest expense~~Selling, general and administrative (“SG&A”) expenses increased ~~by $5.8~~$4.8 million and ~~$9.8~~$9.7 million for the three and ~~nine~~six month periods of ~~2014,~~2015, respectively, compared to the same periods in ~~2013.~~2014. The increases were primarily ~~reflect higher interest rates on notes payable~~the result of increased personnel related ~~to foreign subsidiaries. Also included~~costs in most segments and bad debt expense in the ~~third quarter~~Commodity Trading and Milling segment. As a percent of ~~2014~~revenues, SG&A was ~~a $3.8~~4.6% for the first six months of 2015 compared to 3.9% for the same periods in 2014.
Interest Income
Interest income increased $0.9 million ~~charge~~and decreased $2.9 million for ~~early payment~~the three and six month periods of ~~debt as further discussed in Note 7~~2015, respectively, compared to the ~~Condensed Consolidated Financial Statements.~~
same periods in 2014. The decrease for the six month period primarily reflects a decrease in interest received on outstanding customer receivable balances in the Power segment.
Other Investment Income (Loss), Net
The fluctuations in other investment income (loss), net for the three and ~~nine~~six months of ~~2014~~2015 compared to the same periods in ~~2013~~2014 primarily reflect mark-to-market fluctuations from investments.
22

Foreign Currency ~~Losses,~~Gains (Losses), Net
Foreign currency ~~losses,~~gains (losses), net ~~increased by~~fluctuated to a net gain of $0.4 million and ~~$7.8~~$1.8 million for the three and ~~nine~~six month periods of ~~2014,~~2015, respectively, compared to a net loss of $3.0 million and $8.7 million for the same periods in ~~2013.~~2014. The ~~increase for the nine month period reflects increased losses~~fluctuations primarily reflect changes related to multiple currencies with the more significant ~~increases~~changes related to the ~~Zambian kwacha, Venezuelan bolivar, Euro Zone euro and~~ South African rand. Seaboard operates in many ~~developing countries.~~foreign countries which are less developed than the U.S. 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~~that cannot be predicted by Seaboard. Although Seaboard does not utilize hedge accounting, Seaboard does utilize foreign currency exchange

~~Gain on Sale of Controlling Interest in Subsidiary~~22

~~Seaboard’s Pork segment sold~~contracts to ~~Triumph Foods, LLC a 50% interest in~~manage its ~~Daily’s Premium Meats division resulting in a pre-tax gain of $64.4 million recognized in the third quarter of 2014~~risks and exposure to foreign currency fluctuations primarily related to ~~this transaction. See Note 9~~the South African rand and the euro. Management believes gains and losses on commodity transactions, including the mark-to-market effects, of such foreign currency contracts relate to the ~~Condensed Consolidated Financial Statements for further discussion.~~
underlying commodity transactions and classifies such gains and losses in cost of sales. All other gains (losses) on foreign currency exchange agreements are included in foreign currency gains (losses), net.
Miscellaneous, Net
The fluctuations in miscellaneous, net for the three and ~~nine~~six months of ~~2014~~2015 compared to the same periods in ~~2013~~2014 primarily reflect mark-to-market fluctuations ~~from~~on interest rate exchange agreements.
~~Income Tax Expense~~
The effective tax rate for the nine months of 2014 was higher than that for the nine months of 2013 primarily as the mix of projected domestic and foreign earnings for 2014 fluctuated from prior year resulting in more income taxed at a higher tax rate and tax expense of $25.1 million from the gain from sale of controlling interest in a subsidiary in the third quarter of 2014 as discussed in Note 9 to the Condensed Consolidated Financial Statements. In addition, certain U.S. income tax provisions expired on December 31, 2013 and currently have not been renewed for 2014. The effective tax rate for the first nine 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.
Other Financial Information
~~In May 2014,~~See Note 1 to the Condensed Consolidated Financial ~~Accounting Standards Board~~Statements for a discussion of recently issued guidance to develop a single, comprehensive revenue recognition model for all contracts with customers. This guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This guidance will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles when it becomes effective. Seaboard is currently evaluating the impact this new guidance will have on its consolidated financial statements and related disclosures. Seaboard will be required to adopt this guidance on January 1, 2017 and it is currently anticipated that Seaboard will apply this guidance using the cumulative effect transition method.standards.
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, ~~2013.~~2014. 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–~~13a—15(e) as of ~~September 27, 2014.~~July 4, 2015. 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.
23

Change in Internal Controls –—There has been no change in Seaboard’s internal control over financial reporting required by Exchange Act Rule ~~13a–~~13a—15 that occurred during the fiscal quarter ended ~~September 27, 2014~~July 4, 2015 that has materially affected, or is reasonably likely to materially affect, Seaboard’s internal control over financial reporting.

23

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, ~~2013.~~2014.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
~~The following table contains information regarding Seaboard’s purchase~~Seaboard presently may repurchase up to $50.8 million market value of its common stock ~~during~~from time to time in open market or privately negotiated purchases under its share repurchase program. See Note 8 to 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 29 to July 31, 2014~~
-
-
-
~~50,846,217~~
~~August 1 to August 31, 2014~~
-
-
-
~~50,846,217~~
~~September 1 to September 27, 2014~~
-
-
-
~~50,846,217~~
~~Total~~
-
-
-
~~50,846,217~~
condensed consolidated financial statements for further discussion. There were no purchases made, ~~during the quarter~~ pursuant to Seaboard’s share repurchase program, ~~initially approved by Seaboard’s Board~~during the second quarter of Directors in November 2009. In May 2014, the Board of Directors increased the dollar amount of Seaboard common stock authorized to be repurchased under the share repurchase program by $20.0 million. The share repurchase program is in effect through October 31, 2015.
Item 6.
Exhibits

10.1
Seaboard Triumph Foods, LLC Subscription Agreement dated May 13, 2015. Incorporated herein by reference to Exhibit 10.1 of Seaboard’s Form 8-K dated May 13, 2015.
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 27, 2014,~~July 4, 2015, 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.

24

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)~~(“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
24

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.

25

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: ~~October 31, 2014~~August 11, 2015

by:
/s/ ~~John A. Virgo~~Michael D. Trollinger

~~John A. Virgo, Senior~~Michael D. Trollinger, Vice President, Corporate Controller

and Chief Accounting Officer

(principal accounting officer)

Date: ~~October 31, 2014~~August 11, 2015

2625

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

9000 W.West 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 27,			December 31,				July 4,			December 31,
		2014			2013				2015			2014
Assets	Assets							Assets
Current assets:
Cash and cash equivalents		$	56,033		$	55,055			$	80,093		$	36,459
Short-term investments		362,965			290,649				626,537			490,566
Receivables, net of allowance		535,013			651,404				488,986			633,965
Inventories		733,640			698,998				664,970			736,302
Deferred income taxes		27,642			23,449				46,435			45,647
Other current assets		128,651			134,394				124,684			110,053
Total current assets		1,843,944			1,853,949				2,031,705			2,052,992
Net property, plant and equipment		846,178			863,573				839,661			846,757
Investments in and advances to affiliates		522,071			406,900				605,014			543,411
Notes receivable from affiliates		194,244			180,386				191,778			197,270
Goodwill		14,846			43,218
Other intangible assets, net		4,060			18,997
Other assets		44,726			51,025				70,188			51,328
Total assets		$	3,470,069		$	3,418,048			$	3,738,346		$	3,691,758

Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity							Liabilities and Stockholders’ Equity
Current liabilities:
Notes payable to banks		$	28,834		$	67,699			$	103,252		$	75,524
Current maturities of long-term debt		-			11,697
Accounts payable		165,882			200,242				163,977			214,218
Deferred revenue		72,471			46,192				66,713			51,158
Other current liabilities		301,035			289,497				306,368			293,932
Total current liabilities		568,222			615,327				640,310			634,832
Long-term debt, less current maturities		-			80,480
Deferred income taxes		81,276			73,336				76,029			95,538
Other liabilities and deferred credits		177,992			168,935				234,108			226,677
Total non-current liabilities		259,268			322,751				310,137			322,215
Commitments and contingent liabilities
Stockholders’ equity:
Common stock of $1 par value,
Authorized 1,250,000 shares;
issued and outstanding 1,170,550 and 1,188,955 shares		1,171			1,189
issued and outstanding 1,170,550 shares									1,171			1,171
Accumulated other comprehensive loss		(212,368		)	(181,797		)		(264,530		)	(252,637		)
Retained earnings		2,848,686			2,655,857				3,046,355			2,981,802
Total Seaboard stockholders’ equity		2,637,489			2,475,249				2,782,996			2,730,336
Noncontrolling interests		5,090			4,721				4,903			4,375
Total equity		2,642,579			2,479,970				2,787,899			2,734,711
Total liabilities and stockholders’ equity		$	3,470,069		$	3,418,048			$	3,738,346		$	3,691,758

	Nine Months Ended						Six Months Ended
	September 27,			September 28,			July 4,			June 28,
	2014			2013			2015			2014
Cash flows from operating activities:
Net earnings	$	247,168		$	129,148		$	65,238		$	143,842
Adjustments to reconcile net earnings to cash from operating activities:
Depreciation and amortization	69,322			70,182			46,126			46,057
Gain from sale of fixed assets	(1,631		)	(2,856		)	(499		)	(1,887		)
Gain from sale of power generating facility assets	(4,953		)	-
Deferred income taxes	14,690			15,702			(19,538		)	13,362
Pay-in-kind interest and accretion on notes receivable from affiliates	(11,511		)	(9,828		)	(8,765		)	(7,535		)
Loss (income) from affiliates	(23,939		)	12,386
Income from affiliates							(23,036		)	(15,401		)
Dividends received from affiliates	1,823			11,129			18,326			1,823
Other investment income, net	(370		)	(3,274		)	(3,812		)	(3,360		)
Gain on sale of controlling interest in a subsidiary	(64,392		)	-
Other, net	(735		)	806			1,672			626
Changes in assets and liabilities:
Receivables, net of allowance	89,718			(70,669		)	145,444			69,297
Inventories	(74,971		)	(40,739		)	63,569			(51,365		)
Other current assets	3,781			(12,579		)	(14,193		)	6,042
Current liabilities, exclusive of debt	22,016			(95,233		)	(18,973		)	(5,728		)
Other, net	17,250			857			12,385			7,140
Net cash from operating activities	283,266			5,032			263,944			202,913
Cash flows from investing activities:
Purchase of short-term investments	(922,902		)	(480,085		)	(313,417		)	(567,264		)
Proceeds from the sale of short-term investments	842,294			540,456			165,751			530,709
Proceeds from the maturity of short-term investments	5,794			4,270			15,877			3,338
Principal payments received on notes receivable	1,684			14,425
Capital expenditures	(94,665		)	(110,943		)	(68,005		)	(68,213		)
Proceeds from the sale of fixed assets	2,639			10,552			24,079			2,252
Proceeds from the sale of power generating facility assets	7,715			-
Investments in and advances to affiliates, net	(22,083		)	(37,751		)	(49,831		)	(1,786		)
Long-term notes receivable issued to affiliates	-			(17,224		)
Principal payments received on long-term notes receivable from affiliates	-			81,272			74			-
Purchase of long-term investments	(2,333		)	(4,032		)	(22,258		)	(2,333		)
Proceeds from the sale of controlling interest in a subsidiary	72,500			-
Other, net	1,073			(316		)	(2,897		)	(70		)
Net cash from investing activities	(108,284		)	624			(250,627		)	(103,367		)
Cash flows from financing activities:
Notes payable to banks, net	(31,815		)	27,020			30,757			(23,943		)
Principal payments of long-term debt	(91,403		)	(29,909		)	-			(5,903		)
Repurchase of common stock	(53,781		)	(17,349		)	-			(53,781		)
Other, net	(48		)	(1,096		)	(226		)	(18		)
Net cash from financing activities	(177,047		)	(21,334		)	30,531			(83,645		)
Effect of exchange rate change on cash	3,043			(220		)	(214		)	2,698
Net change in cash and cash equivalents	978			(15,898		)	43,634			18,599
Cash and cash equivalents at beginning of year	55,055			47,651			36,459			55,055
Cash and cash equivalents at end of period	$	56,033		$	31,753		$	80,093		$	73,654

~~(Thousands of dollars)~~	~~September 27, 2014~~
~~Decrease in net working capital~~	$	~~19,349~~
~~Increase in investment in and advances to affiliates~~	~~(72,500~~		)
~~Decrease in fixed assets~~	~~16,038~~
~~Decrease in goodwill~~	~~28,372~~
~~Decrease in other intangible assets, net (not subject to amortization)~~	~~17,000~~
~~Decrease in noncontrolling interest~~	~~(151~~		)
~~Gain on sale of controlling interest in subsidiary~~	~~64,392~~
~~Net proceeds from sale of controlling interest in subsidiary~~	$	~~72,500~~

~~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 29 to July 31, 2014~~	-	-	-	~~50,846,217~~
~~August 1 to August 31, 2014~~	-	-	-	~~50,846,217~~
~~September 1 to September 27, 2014~~	-	-	-	~~50,846,217~~
~~Total~~	-	-	-	~~50,846,217~~

Item 6.		Exhibits

10.1		Seaboard Triumph Foods, LLC Subscription Agreement dated May 13, 2015. Incorporated herein by reference to Exhibit 10.1 of Seaboard’s Form 8-K dated May 13, 2015.

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 27, 2014,~~July 4, 2015, 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 *.

	SEABOARD CORPORATION


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

	Date: ~~October 31, 2014~~August 11, 2015


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

	Date: ~~October 31, 2014~~August 11, 2015

	September 27,				December 31,				July 4,			December 31,
(Thousands of dollars)		2014				2013			2015			2014
At lower of LIFO cost or market:
Live hogs and materials		$	202,802			$	207,310		$	212,405		$	208,641
Fresh pork and materials		34,199				33,485			27,140			28,573
		237,001				240,795			239,545			237,214
LIFO adjustment		(42,880		)		(62,236		)	(30,992		)	(36,560		)
Total inventories at lower of LIFO cost or market		194,121				178,559			208,553			200,654
At lower of FIFO cost or market:
Grains, oilseeds and other commodities		354,653				299,229			266,388			320,066
Sugar produced and in process		45,570				53,325			51,069			48,863
Other		54,003				74,289			59,785			57,344
Total inventories at lower of FIFO cost or market		454,226				426,843			377,242			426,273
Grain, flour and feed at lower of weighted average cost or market		85,293				93,596			79,175			109,375
Total inventories		$	733,640			$	698,998		$	664,970		$	736,302