SEABOARD CORPORATION (Exact Name of Registrant As Specified in Its Charter)

SECURITIES AND EXCHANGE COMMISSION

FORM 10-K Annual report pursuant to section 13 and 15(d)

Filing Date: 2012-02-28 | Period of Report: 2011-12-31 SEC Accession No. 0001104659-12-014042

(HTML Version on secdatabase.com)

FILER SEABOARD CORP /DE/ Mailing Address Business Address 9000 W. 67TH STREET 9000 W. 67TH STREET CIK:88121| IRS No.: 042260388 | State of Incorp.:DE | Fiscal Year End: 1231 SHAWNEE MISSION KS SHAWNEE MISSION KS Type: 10-K | Act: 34 | File No.: 001-03390 | Film No.: 12647394 66202 66202 SIC: 6221 Commodity contracts brokers & dealers 9136768800

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

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

For the transition period from to

Commission file number: 1-3390

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

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

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

(913) 676-8800 (Registrants telephone number, including area code)

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

Title of each class Name of each exchange on which registered Common Stock $1.00 Par Value NYSE Amex Equities

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

None

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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

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

Large accelerated filer x Accelerated filer o

Non-accelerated filer o Smaller reporting company o (Do not check if a smaller reporting company)

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

The aggregate market value of the 312,873 shares of Seaboard common stock held by nonaffiliates was approximately $757,168,304, based on the closing price of $2,420.05 per share on July 1, 2011, the end of Seaboards most recently completed second fiscal quarter. As of January 27, 2012, the number of shares of common stock outstanding was 1,209,397.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference into the indicated parts of this report: (1) Seaboard Corporations Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b) Parts I and II; and (2) Seaboard Corporations definitive proxy statement filed pursuant to Regulation 14A for the 2012 annual meeting of stockholders Part III.

FORM 10-K

SEABOARD CORPORATION

Forward-Looking Statements

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document This report, including information included or incorporated by reference in this report, contains certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of Seaboard Corporation and its subsidiaries (Seaboard). Forward-looking statements generally may be identified as:

· statements that are not historical in nature; and

· statements preceded by, followed by or that include the words believes, expects, may, will, should, could, anticipates, estimates, intends or similar expressions.

In more specific terms, forward-looking statements include, without limitation:

· statements concerning the projection of revenues, income or loss, capital expenditures, capital structure or other financial items;

· statements regarding the plans and objectives of management for future operations;

· statements of future economic performance;

· statements regarding the intent, belief or current expectations of Seaboard and its management with respect to:

(i) Seaboards ability to obtain adequate financing and liquidity;

(ii) the price of feed stocks and other materials used by Seaboard;

(iii) the sale price or market conditions for pork, grains, sugar, turkey and other products and services;

(iv) the recorded tax effects under certain circumstances;

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

(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 Seaboards divisions;

(x) the anticipated costs and completion timetable for Seaboards scheduled capital improvements, acquisitions and dispositions; or

(xi) other trends affecting Seaboards financial condition or results of operations, and statements of the assumptions underlying or relating to any of the foregoing statements.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Form 10-K and in other filings Seaboard makes with the Commission, including without limitation, the information under the headings Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K, identifies important factors which could cause such differences.

PART I

Item 1. Business

(a) General Development of Business

Seaboard Corporation, a Delaware corporation, and its subsidiaries (Seaboard), is a diversified international agribusiness and transportation company. In the United States, Seaboard is primarily engaged in pork production and processing and ocean transportation. Overseas, Seaboard is primarily engaged in commodity merchandising, grain processing, sugar production, and electric power generation. Seaboard also has an interest in turkey operations in the United States. See Item 1(c) (1) (ii) Status of Product or Segment below for a discussion of acquisitions, dispositions and other developments in specific divisions.

Seaboard Flour LLC and SFC Preferred LLC, Delaware limited liability companies, collectively own approximately 73.8 percent of the outstanding common stock of Seaboard. Mr. Steven J. Bresky, President and Chief Executive Officer of Seaboard, and other members of the Bresky family, including trusts created for their benefit, own the equity interests of Seaboard Flour LLC and SFC Preferred LLC.

(b) Financial Information about Industry Segments

The financial information relating to Industry Segments required by Item 1 of Form 10-K is incorporated herein by reference to Note 13 of the Consolidated Financial Statements appearing on pages 54 through 58 of the Seaboard Corporation Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13 to this Report.

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

(i) Principal Products and Services

Pork Division Seaboard, through its subsidiary Seaboard Foods LLC, engages in the businesses of hog production and pork processing in the United States. Through these operations, Seaboard produces and sells fresh and frozen pork products to further processors, foodservice operators, grocery stores, distributors and retail outlets throughout the United States. Internationally, Seaboard sells to these same types of customers in Japan, Mexico and other foreign markets. Other further processing companies also purchase Seaboards fresh and frozen pork products in bulk and produce products, such as lunchmeat, ham, bacon, and sausage. Fresh pork, such as loins, tenderloins and ribs are sold to distributors and grocery stores. Seaboard also sells further processed pork products consisting primarily of raw and pre-cooked bacon from its two bacon further processing plants. Seaboard sells some of its fresh products under the brand name Prairie Fresh® and its bacon and other further processed products under the Dailys® brand name. Seaboards hog processing plant is located in Guymon, Oklahoma, and generally operates at full capacity. Seaboards bacon plants are located in Salt Lake City, Utah and Missoula, Montana. Seaboard has a majority interest in a ham-boning and processing plant in Mexico. Seaboard also earns fees, based primarily on the number of head processed, to market substantially all of the products produced by Triumph Foods LLC at their pork processing plant located in St. Joseph, Missouri.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Seaboards hog production operations consist of the breeding and raising of over four million hogs annually primarily at facilities owned by Seaboard or at facilities owned and operated by third parties with whom Seaboard has grower contracts. The hog production operations are located in the States of Oklahoma, Kansas, Texas and Colorado. As a part of the hog production operations, Seaboard produces specially formulated feed for the hogs at six owned feed mills. The remaining hogs processed are purchased from third party hog producers, primarily pursuant to purchase contracts.

Seaboard produces biodiesel at a facility in Guymon, Oklahoma. The biodiesel is produced from pork fat from Seaboards Guymon pork processing plant and from animal fat supplied by non-Seaboard facilities. The biodiesel is sold to third parties. The facility can also produce biodiesel from vegetable oil. Seaboard is able to reduce or stop production when it isnt economically feasible to produce based on input costs or the price of biodiesel.

Commodity Trading and Milling Division Seaboards Commodity Trading and Milling Division is an integrated grain trading, grain processing and logistics company. This Division markets wheat, corn, soybean meal, rice and other similar commodities in bulk to third parties and affiliated companies. This division is managed under the name of Seaboard Overseas and Trading Group, conducts business primarily through its subsidiaries, Seaboard Overseas

Limited with offices in Colombia, Ecuador, Isle of Man and South Africa, Seaboard Overseas Trading and Shipping (PTY), Ltd. located in South Africa, and its non-consolidated affiliates, ContiLatin del Peru S.A. located in Lima, Peru, and Plum Grove Pty Ltd located in Fremantle, Australia. In addition, although to a lesser degree, Seaboard also markets various specialty grains and other similar commodities to third party customers, collectively managed as Seaboard Specialty Grains and Foods, through its subsidiaries PS International, LLC (previously a non-consolidated affiliate through December 31, 2011; see Status of Product or Segment below for further discussion) located in Chapel Hill, North Carolina, with additional international offices, SeaRice Caribbean located in Miami, Florida, SeaRice Limited located in Geneva, Switzerland, and Fill-more Seeds, Inc. located in Fillmore, Canada. All of the commodities marketed by this division are purchased from growing regions worldwide, with primary destinations being Africa, South America and the Caribbean. The division sources, transports and markets approximately seven million tons of grains and proteins on an annual basis. Seaboard integrates the service of delivering commodities to its customers through the use of chartered bulk vessels and its eight owned bulk carriers.

This division also operates grain and feed milling and related businesses with 28 locations in 14 countries, which are primarily supplied by the trading locations discussed above. The grain processing businesses are operated through five consolidated and thirteen non-consolidated affiliates in Africa, the Caribbean and South America. These are flour, feed and maize milling businesses which produce approximately three million metric tons of finished products per year. Most of the products produced by the milling operations are sold in the countries in which the products are produced or into adjacent countries.

In addition, this division has a 49 percent non-controlling interest in a poultry business in Africa and a 50 percent non-controlling interest in a bakery being built in Central Africa. The bakery is not anticipated to be operational until the second half of 2012.

Marine Division Seaboard, through its subsidiary, Seaboard Marine Ltd., and various foreign affiliated companies and third party agents, provides containerized cargo shipping service to 25 countries between the United States, the Caribbean Basin, and Central and South America. Seaboard uses a network of offices and agents throughout the United States, Canada, Latin America and the Caribbean Basin to book both northbound and southbound cargo to and from the United States and between the countries it serves. Through agreements with a network of connecting carriers, Seaboard can transport cargo to and from numerous U.S. locations by either truck or rail to and from one of its U.S. port locations, where it is staged for export via vessel or received as import cargo from abroad.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Seaboards primary marine operation is located in Miami and includes a terminal located at the Port of Miami and an off-dock warehouse for cargo consolidation and temporary storage. Seaboard also operates a cargo terminal facility at the Port of Houston that includes an on-dock warehouse space for temporary storage of bagged grains, resins and other cargoes. Seaboard also makes scheduled vessel calls in Brooklyn, New York, Fernandina Beach, Florida, New Orleans, Louisiana and 41 foreign ports. At December 31, 2011, Seaboards fleet consisted of 9 owned and approximately 28 chartered vessels, and dry, refrigerated and specialized containers and other related equipment.

Sugar Division Seaboard, through its subsidiary, Ingenio y Refineria San Martin del Tabacal and other Argentine non- consolidated affiliates, grows sugar cane, produces and refines sugar, and produces alcohol in Argentina. This division also purchases sugar in bulk from third parties mostly within Argentina for subsequent resale. The sugar products are mostly sold in Argentina, primarily to retailers, soft drink manufacturers, and food manufacturers, with some exports to the United States and other South American countries. Seaboard grows a large portion of the sugar cane on nearly 70,000 acres of land it owns in northern Argentina. The cane is processed at an owned mill, with a current processing capacity of approximately 250,000 metric tons of sugar and approximately 15 million gallons of alcohol per year. The sugar mill is one of the largest in Argentina. Also, this division recently completed construction of a 38 megawatt cogeneration power plant, which became fully operational in October 2011.

Power Division Seaboard, through its subsidiary, Transcontinental Capital Corp. (Bermuda) Ltd., operates as an independent power producer in the Dominican Republic. This operation is exempt from U.S. regulation under the Public Utility Holding Company Act of 1938, as amended. Through early 2011, this division operated two floating power generating facilities with a system of diesel engines capable of generating a combined rated capacity of approximately 112 megawatts of electricity. See Status of Product or Segment below for discussion of the sale of the two facilities, the subsequent short-term lease of one of the two facilities sold and the construction of a new replacement floating power generating facility that is anticipated to begin commercial operations in March 2012.

Seaboard generates electricity into the local Dominican Republic power grid. Seaboard is not directly involved in the transmission or distribution of the electricity but does have contracts to sell directly to third party users. The floating power generating facilities are secured on the Ozama River in Santo Domingo, Dominican Republic.

Turkey Segment Seaboard owns a 50 percent non-controlling voting interest in Butterball, LLC (Butterball). The other 50 percent ownership interest is owned by a group consisting of Maxwell Farms, LLC, Goldsboro Milling Company and GM Acquisition LLC (collectively, the Maxwell Group) based in North Carolina. Butterball is a vertically integrated producer, processor and marketer of branded and non-branded turkeys, and other turkey products. Butterball has five processing plants and numerous live production and feed milling operations located in North Carolina, Arkansas, Missouri and Kansas. Butterball produces approximately 1 billion pounds of turkey each year, and the company supplies its products to more than 30 countries. Butterball is a national supplier to retail and foodservice outlets and also exports products to Mexico and overseas.

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

The information required by Item 1 of Form 10-K with respect to the amount or percentage of total revenue contributed by any class of similar products or services which account for 10 percent or more of consolidated revenue in any of the last three fiscal years is set forth in Note 13 of Seaboards Consolidated Financial Statements, appearing on pages 54 through 58 of the Seaboards Annual Report to Stockholders, furnished to the Commission pursuant to rule 14a-3(b) and attached as Exhibit 13 to this report, which information is incorporated herein by reference.

The Federal tax credits for biodiesel produced by the Pork division expired on December 31, 2011. Currently, it is not anticipated that Congress will extend this credit beyond 2011.

In late July 2010, Seaboard finalized an agreement to invest in a bakery to be built in Central Africa. Seaboard has a 50% non- controlling interest in this business. The total project cost is estimated to be $60.5 million but Seaboards total investment has not yet been determined pending finalization of third party financing alternatives for a significant portion of the project. The bakery is anticipated to be fully operational during the second half of 2012.

Seaboard has a non-controlling interest in an affiliate with a flour mill operation in Lafiteau, Haiti. In January 2010, Haiti was struck by an earthquake. Part of this facility was severely damaged as a result of the earthquake. This facility was fully insured, including business interruption and inventory coverage. Construction was completed in late 2011 and the mill resumed commercial operations in January 2012. Seaboard also sells wheat and, while the mill was under construction, sold flour to this business through Seaboards commodity trading operations.

During December 2011, Seaboard finalized an agreement to lease certain milling assets in Ghana under a new consolidated entity named Flour Mills of Ghana. The term of the lease is 33 years. This arrangement will provide local production and sale of flour products.

Effective, January 1, 2012, Seaboard increased its ownership from 50% to 70% in PS International, LLC (PSI), a specialty grain trading business located in Chapel Hill, North Carolina.

During 2011, the Sugar Division completed development of a 38 megawatt cogeneration power plant. This plant became fully operational in October 2011. This plant is expected to run primarily during the sugar harvest season, which is between May and November, with minimal operations outside of harvest season since this plant is primarily operated using sugar by-product.

On April 8, 2011, Seaboard closed the sale of its two existing power generating facilities in the Dominican Republic for $73.1 million. On April 20, 2011, Seaboard signed a short-term lease agreement that allowed Seaboard to resume operations of one of the facilities (72 megawatts) through approximately March 31, 2012. Seaboard and the purchaser also agreed to defer the sale to the purchaser of the inventory related to the EDM until the end of the lease term. Seaboard retained all other physical properties of this business and constructed a new 106 megawatt floating

power generating facility for use in the Dominican Republic for approximately $133.0 million. This new facility was delivered in January 2012 and is anticipated to begin commercial operations in March 2012.

As of April 1, 2012, the Power Divisions tax exempt concession granted by the Dominican Republic government will cease.

On December 31, 2011, Butterball closed its Longmont, Colorado facilities. During the third quarter of 2011, Seaboard made an additional capital contribution of $5.6 million in Butterball to assist in their acquisition of certain live growing facilities.

(iii) Sources and Availability of Raw Materials

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document None of Seaboards businesses utilize material amounts of raw materials that are dependent on purchases from one supplier or a small group of dominant suppliers. However, the Turkey Segment purchases a significant portion of its feed for its turkeys in North Carolina from the Maxwell Group, Seaboards 50% partner in Butterball.

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

Seaboard uses the registered trademark of Seaboard®.

The Pork Division uses registered trademarks relating to its products, including Seaboard Farms®, Prairie Fresh®, A Taste Like No Other®, Dailys®, Dailys Premium Meats Since 1893®, St. Joe Pork®, High Plains Bioenergy®, Prairie Fresh Prime®, Seaboard Foods®, Buffet Brand®, Seaboard Farms, Inc.® Del Pueblo® and Cook in Bag®. Seaboard considers the use of these trademarks important to the marketing and promotion of its pork products.

The Marine Division uses the trade name Seaboard Marine® and Seaboard Solutions® which are all registered trademarks. Seaboard believes there is significant recognition of these trademarks in the industry and by many of its customers.

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

The Turkey Segment uses registered trademarks relating to its products, including Butterball® and Carolina Turkeys®. Seaboard considers the use of these trademarks important to marketing and promotion of its turkey products.

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

(v) Seasonal Business

The Sugar Divisions cogeneration plant is expected to run primarily during the sugar harvest season with minimal operations outside of harvest season since this plant is primarily operated using sugar by-product. The Turkey business is seasonal only on the whole bird side with Thanksgiving and Christmas holidays driving the majority of those sales. Seaboards other divisions are not seasonally dependent to any material extent.

(vi) Practices Relating to Working Capital Items

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

(vii) Depending on a Single Customer or Few Customers

Seaboard does not have sales to any one customer equal to ten percent or more of consolidated revenues. The Pork Division derives approximately 10 percent of its revenues from a few customers in Japan through one agent. Historically, the Commodity Trading and Milling Division derives a significant portion of its operating income from sales to a non-consolidated affiliate. The Power Division sells power in the Dominican Republic on the spot market accessed primarily by three wholly government- owned distribution companies and one partially government-owned generation company, and also to a limited number of contract customers. No other division has sales to a few customers which, if lost, would have a material adverse effect on any such division or on Seaboard taken as a whole.

(viii) Backlog

(ix) Government Contracts

No material portion of Seaboards business involves government contracts.

(x) Competitive Conditions

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

Seaboards commodity trading business to third parties faces competition from numerous traders around the world in a very competitive environment with low margin percentages on most trades. Most of the grain processing and related businesses face competition from either imported products or other local producers in the same industries.

Seaboards ocean liner service for containerized cargoes faces competition based on price, reliable sailing frequencies and customer service. Seaboard believes it is among the top five ranking ocean liner services for containerized cargoes in the Caribbean Basin and Central America based on cargo volume.

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

Seaboards Power Division is located in the Dominican Republic. Power generated by this division is sold on the spot market or to contract customers at prices based on market conditions and cost-based rates.

Competition for the Turkey Segment comes from a variety of national and regional producers and processors and is based primarily on product quality, customer service and price. Butterball ranks as one of the nations top three turkey producers (based on live production).

(xi) Research and Development Activities

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

(xii) Environmental Compliance

Seaboard and its Turkey Segment are subject to numerous Federal, state and local provisions relating to the environment which require the expenditure of funds in the ordinary course of business. Seaboard and its Turkey Segment do not anticipate making expenditures for these purposes, which, in the aggregate would have a material or significant effect on Seaboards financial condition or results of operations.

As of December 31, 2011, Seaboard, excluding non-consolidated affiliates, had 10,573 employees, of whom 5,918 were employed in the United States. Approximately 2,100 employees in Seaboards Pork Division were covered by collective bargaining agreements as of December 31, 2011. Seaboard considers its employee relations to be satisfactory.

(d) Financial Information about Geographic Areas

In addition to the narrative disclosure provided below, the financial information relating to export sales required by Item 1 of Form 10-K is incorporated herein by reference to Note 13 of Seaboards Consolidated Financial Statements appearing on pages 54 through 58 of Seaboards Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13 to this report.

Seaboard considers its relations with the governments of the countries in which its foreign subsidiaries and affiliates are located to be satisfactory, but foreign operations in lesser-developed countries are subject to risks of doing business such as potential civil unrests and government instabilities, increasing the exposure to potential expropriation, confiscation, war, insurrection, civil strife and revolution, sales price controls, currency inconvertibility and devaluation, and currency exchange controls. To minimize certain of these risks, Seaboard has insured certain investments in its affiliate flour mills in Democratic

Republic of Congo, Haiti, Lesotho, Madagascar, Republic of Congo and Zambia, to the extent available and deemed appropriate against certain of these risks with the Overseas Private Investment Corporation, an agency of the United States Government. At the date of this report, Seaboard is not aware of any situations which could have a material effect on Seaboards business.

(e) Available Information

Seaboard electronically files with the Commission annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports pursuant to Section 13(a) or 15(d) of the Exchange Act. The public may read and copy any materials filed with the Commission at their public reference room located at 100 F Street N.E., Washington, D.C. 20549. The public may obtain further information concerning the public reference room and any applicable copy charges, as well as the process of obtaining copies of filed documents by calling the Commission at 1-800-SEC-0330.

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

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

Item 1A. Risk Factors

Seaboard has identified important risks and uncertainties that could affect the results of operations, financial condition or business and that could cause them to differ materially from Seaboards historical results of operations, financial condition or business, or those contemplated by forward-looking statements made herein or elsewhere, by, or on behalf of, Seaboard. Factors that could cause or contribute to such differences include those factors described below.

(1) Seaboards Operations are Subject to the General Risks of the Food Industry. The divisions of the business that are in the food products manufacturing industry are subject to the risks posed by:

· food spoilage or food contamination; · evolving consumer preferences and nutritional and health-related concerns; · federal, state, national, provincial and local food processing regulations; · consumer product liability claims; · product tampering; and · public perception of food production practices.

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

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

· changes in foreign currency exchange rates; · foreign currency exchange controls; · changes in a specific countrys or regions political or economic conditions, particularly in emerging markets; · hyperinflation; · heightened customer credit and execution risk; · tariffs, other trade protection measures and import or export licensing requirements; · potentially negative consequences from changes in tax laws;

· different legal and regulatory structures and unexpected changes in legal and regulatory requirements; and · negative perception within a foreign country of a United States company doing business in that foreign country.

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

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

· impair the financial condition of some of our customers and suppliers thereby increasing customer bad debts or non- performance by customers and suppliers; · negatively impact global demand for protein and grain-based products, which could result in a reduction of sales, operating income and cash flows;

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · decrease the value of our investments in equity and debt securities, including pension plan assets; and · impair the financial viability of our insurers.

(4) Ocean Transportation Has Inherent Risks. Seaboards owned and chartered vessels along with related cargoes are at risk of being damaged or lost because of events such as:

· marine disasters; · bad weather; · mechanical failures; · grounding, fire, explosions and collisions; · human error; and · war, piracy and terrorism.

All of these hazards can result in death or injury to persons, loss of property, environmental damages, delays or rerouting. If one of Seaboards vessels were involved in an accident, the resulting media coverage could have a material adverse effect on Seaboards business, financial condition and results of operations.

(5) Seaboards Common Stock is Thinly Traded and Subject to Daily Price Fluctuations. The common stock of Seaboard is closely held (73.8% is collectively owned by Seaboard Flour and SFC Preferred LLC, which are owned by S. Bresky and other members of the Bresky family) and thinly traded on a daily basis on the NYSE Amex Equities. Accordingly, the price of a share of common stock can fluctuate more significantly from day-to-day than that of a share of widely held stock that is actively traded on a daily basis.

(b) Pork Division

(1) Fluctuations in Commodity Pork Prices Could Adversely Affect Seaboards Results of Operations. Sales prices for Seaboards pork products are directly affected by both domestic and world-wide supply and demand for pork products and other proteins, all of which are determined by constantly changing market forces of supply and demand as well as other factors over which Seaboard has little or no control. Commodity pork prices demonstrate a cyclical nature over periods of years, reflecting changes in the supply of fresh pork and competing proteins on the market, especially beef and chicken. Seaboards results of operations could be adversely affected by fluctuations in pork commodity prices.

(2) Increases in Costs of Seaboards Feed Components and Hog Purchases Could Adversely Affect Seaboards Costs and Operating Margins. Feed costs are the most significant single component of the cost of raising hogs and can be materially affected by commodity price fluctuations for corn and soybean meal. The results of Seaboards Pork Division can be negatively affected by increased costs of Seaboards feed components. The recent increase in construction and operation of ethanol plants has elevated this risk as it has increased the competing demand for feed ingredients, primarily corn. Similarly, accounting for approximately 24% of Seaboards total hogs slaughtered, the cost of third party hogs purchased fluctuates with market conditions and can have an impact on Seaboards total costs. The cost and supply of feed components and the third party hogs that we purchase are determined by constantly changing market forces of supply and demand, which are driven by matters over which we have no

control, including weather, current and projected worldwide grain stocks and prices, grain export prices and supports and governmental agricultural policies. Seaboard attempts to manage certain of these risks through the use of financial instruments, however this may also limit its ability to participate in gains from favorable commodity fluctuations. Unless wholesale pork prices correspondingly increase, increases in the prices of Seaboards feed components or in the cost of third party hogs purchased would adversely affect Seaboards operating margins.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (3) Seaboard May be Unable to Obtain Appropriate Personnel at Remote Locations. The remote locations of the pork processing plant and live hog operations, and a more restrictive national policy on immigration could negatively affect the availability and cost of labor. Seaboard is dependent on having sufficient properly trained operations personnel. Attracting and retaining qualified personnel is important to Seaboards success. The inability to acquire and retain the services of such personnel could have a material adverse effect on Seaboards operations.

(4) The Loss of Seaboards Sole Hog Processing Facility Could Adversely Affect Seaboards Business. Seaboards Pork Division is largely dependent on the continued operation of a single hog processing facility. The loss of or damage to this facility for any reason including fire, tornado, governmental action or other reason could adversely affect Seaboard and Seaboards pork business.

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

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

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

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

(9) International Trade Barriers Could Adversely Affect Seaboards Pork Operations. This division realizes a significant portion of its revenues from international markets, particularly Japan and Mexico. International sales are subject to risks related to general economic conditions, imposition of tariffs, quotas, trade barriers and other restrictions, enforcement of remedies in foreign

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document jurisdictions and compliance with applicable foreign laws, and other economic and political uncertainties. These and other risks could result in border closings or other international trade barriers having an adverse effect on Seaboards earnings.

(10) Discontinuation of Tax Credits for Biodiesel Could Adversely Affect Seaboards Results of Operations. Seaboard has received Federal and State tax credits for the biodiesel it produces and sells. The Federal tax credit expired on December 31, 2009, but was renewed by Congress in late December 2010 retroactive to January 1, 2010 with an expiration date of December 31, 2011. Currently, it is not anticipated that Congress will extend this tax credit beyond 2011, although it is anticipated that other factors including government mandates to use biofuels should create sufficient demand. However, Seaboards results of operations could be adversely affected and the recorded value of property, plant and equipment related to the biodiesel processing facility could be impaired if demand is not sufficient enough to maintain profitable operations.

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

(1) Seaboards Commodity & Milling Division is Subject to Risks Associated with Foreign Operations. This division principally operates in Africa, South America and the Caribbean and, in most cases, in what are generally regarded to be lesser developed countries. Many of these foreign operations are subject to risks of doing business in lesser-developed countries which are subject to potential civil unrests and government instabilities, increasing the exposure to potential expropriation, confiscation, war, insurrection, civil strife and revolution, currency inconvertibility and devaluation, and currency exchange controls, in addition to the risks of overseas operations mentioned in clause (a)(2) above. In addition, foreign government policies and regulations could restrict the purchase of various grains, reducing or limiting Seaboards ability to access grains or to limit Seaboards sales price for grains sold in local markets.

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

(3) Seaboards Commodity & Milling Division Largely Depends on the Availability of Chartered Ships. Most of Seaboards third party trading is transported with chartered ships. Charter hire rates, influenced by available charter capacity and demand for worldwide trade in bulk cargoes, port access and throughput time, and related fuel costs can impact business volumes and margins.

(4) This Division Uses a Material Amount of Derivative Products to Manage Certain Market Risks. The commodity trading portion of the business enters into various commodity derivatives, foreign exchange derivatives and freight derivatives to create what management believes is an economic hedge for commodity trades it executes or intends to execute with its customers. From time to time, this portion of the business may enter into speculative derivative transactions related to its market risks. Failure to execute or improper execution of a derivative position or a firmly committed sale or purchase contract, a speculative transaction

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document that closes without the desired result or exposure to counter party risk could have an adverse impact on the results of operations and liquidity.

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

(d) Marine Division

(1) The Demand for Seaboards Marine Divisions Services Are Affected by International Trade and Fluctuating Freight Rates. This division provides containerized cargo shipping services primarily from the United States to 25 different

countries in the Caribbean Basin, Central and South America. In addition to the risks of overseas operations mentioned in clause (a)(2) above, fluctuations in economic conditions, unstable or hostile local political situations in the countries in which Seaboard operates can affect import/export trade volumes and the price of container freight rates and adversely affect Seaboards results of operations.

(2) Chartered Ships Are Subject to Fluctuating Rates. Time charter expenses are one of the divisions largest expenses. Certain ships are under charters longer than one year while others are less than one year. These costs can vary greatly due to a number of factors including the worldwide supply and demand for shipping. It is not possible to determine in advance whether a charter contract for more or less than one year will be favorable to Seaboards business. Accordingly, entering into long-term charter hire contracts during periods of decreasing charter hire costs or short term charter hire contracts during periods of increasing charter hire costs could have an adverse effect on Seaboards results of operation.

(3) Increased Fuel Prices May Adversely Affect Seaboards Business. Ship fuel expenses are one of the divisions largest expenses and vary greatly from year to year depending on fuel prices. While most trade lanes have a series of fuel surcharges in place that seek to adjust revenues with changes in fuel prices, such mechanisms do not act with precision in terms of timing and amount. When fuel prices increase rapidly or consistently, the surcharge mechanism may not adjust revenues enough to offset the increase in cost to Seaboard. Fuel surcharges are also an area of competition among carriers and market forces may preclude us from generating enough revenue from the fuel surcharges to offset any increase in costs, which may have a negative effect on Seaboards profitability. Also, but to a lesser extent, fuel price increases can impact the cost of inland transportation costs.

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

(5) Seaboard is Subject to Complex Laws and Regulations that May Adversely Affect the Revenues, Cost, Manner or Feasibility of Doing Business. Federal, state and local laws and domestic and international regulations governing worker health and safety, environmental protection, port and terminal security, and the operation of vessels significantly affect Seaboards operations, including rate discussions and other related arrangements. Many aspects of the marine industry, including rate agreements, are subject to extensive governmental regulation by the Federal Maritime Commission, the U.S. Coast Guard, and U.S. Customs and Border Protection, and to regulation by private industry organizations. Compliance with applicable laws, regulations and standards may require installation of costly equipment or operational changes, while the failure to comply may result in

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document administrative and civil penalties, criminal sanctions or the suspension or termination of Seaboards operations or detention of its vessels. In addition, future changes in laws, regulations and standards, including allowed freight rate discussions and other related arrangements, may result in additional costs or a reduction in revenues.

(e) Sugar Division

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

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

(3) The Loss of Seaboards Sole Processing Facility Would Adversely Affect the Business of This Division. Seaboards Sugar Division is largely dependent on the continued operation of a single processing facility. The loss of or damage to this facility for any reason including fire, tornado, earthquake, governmental action, labor unrest resulting in labor strikes or other reasons - would adversely affect the business of this division.

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

(f) Power Division

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

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (2) Increases in Fuel Costs Could Adversely Affect Seaboards Operating Margins. Fuel is the largest cost component of this divisions business and, therefore, margins may be adversely affected by fluctuations in fuel if such increases can not be fully passed to customers.

(3) Difficulties Could Be Experienced in the Start-Up of the New Power Generating Facility. The new power generating facility was delivered in January 2012 and is anticipated to begin commercial operations in March 2012. Significant operational delays or other difficulties encountered in the start-up of operations could have adverse effects on results of operations.

(g) Turkey Segment

(1) Fluctuations in Commodity Turkey Prices Could Adversely Affect the Results of Operations. Sales prices for turkey products are directly affected by both domestic and world wide supply and demand for turkey products and other proteins which are determined by constantly changing market forces of supply and demand as well as other factors over which Butterball has little or no control. Butterballs results of operations and Seaboards investment in Butterball could be adversely affected by fluctuations in the turkey commodity prices.

(2) Increases in Costs of Turkeys Feed Components and Turkey Purchases Could Adversely Affect Costs and Operating Margins. Feed costs are the most significant single component of the cost of raising turkeys and can be materially affected by commodity price fluctuations for corn, soybean meal, and other commodity grain inputs. Butterballs results may be negatively affected by increased costs of the feed components. The recent increase in construction and operation of ethanol plants has elevated this risk as it has increased the competing demand for feed ingredients, primarily corn. Butterball attempts to manage some of these risks through the use of financial instruments; however this may also limit its ability to participate in gains from favorable commodity fluctuations. Unless wholesale turkey prices correspondingly increase, increases in the prices of Butterballs feed components would adversely affect Butterballs results of operations and Seaboards investment in Butterball.

(3) Decreased Perception of Value in the Butterballs Brand Could Adversely Affect Sales Quantity and Price of Butterball Products. Butterball is a premium brand name, built on a long history of offering a quality product that has been differentiated in the market. The value of the Butterball brand allows for sales of a higher unit price than other turkey products. In order to maintain this advantage, Butterball must continue to support the brand with successful marketing efforts. In addition, negative news reports for any reason in a variety of areas on the company or the turkey/poultry industry could negatively impact this brand perception and Butterballs results of operation and the value of Seaboards investment in Butterball.

(4) The Loss of Butterballs Primary Further Processing Facility Could Adversely Affect Butterballs Business. Although Butterball has five processing plants, Butterball is disproportionately dependent on the continued operation

of the further processing plant in Mt. Olive, North Carolina that handles the significant production of further processed turkey products. The loss of or damage to this facility for any reason including fire, tornado, governmental action or other reason could adversely affect the results of operation for Butterball and the value of Seaboards investment in Butterball.

(5) If Butterballs Turkey Products Become Contaminated, the Company May be subject to Product Liability Claims and Product Recalls. Turkey products may be subject to contamination by disease producing organisms. These organisms are generally found in the environment and as a result, there is a risk that they may contaminate products. Even an inadvertent shipment of contaminated products is a violation of law and may lead to increased risk of exposure to product liability claims, product recalls and increased scrutiny by federal and state regulatory agencies and may have a material adverse effect on the companys business, reputation, and prospects. This could adversely affect the results of operations and financial condition of Butterball and the value of the Seaboards investment in Butterball.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (6) Health Risk to Poultry Could Adversely Affect Production, the Supply of Raw Materials and Butterballs Business. Butterball is subject to risks relating to its ability to maintain animal health and control diseases. The general health of the turkeys and reproductive performance can have an adverse impact on production and production costs, the supply of raw material to Butterballs processing operations and consumer confidence. If Butterballs turkeys are affected by disease, Butterball may be required to destroy infected birds, which could adversely affect Butterballs production or ability to sell or export its products. Adverse publicity concerning any disease or health concern could also cause customers to lose confidence in the safety and quality of Butterball food products, resulting in an adverse affect on Butterballs results of operations and the value of Seaboards investment in Butterball.

(7) Butterball May be Unable to Obtain Appropriate Personnel at Remote Locations. The remote locations of some of the turkey processing plants and live turkey operations along with a more restrictive national policy on immigration could negatively affect the availability and cost of labor. Butterball is dependent on having sufficient properly trained operations personnel. Attracting and retaining qualified personnel is important to Butterballs success. The inability to acquire and retain the services of such personnel could have a material adverse effect on Butterballs operations and the value of Seaboards investment in Butterball.

Item 1B. Unresolved Staff Comments

None

Item 2. Properties

(1) Pork - Seaboards Pork Division owns a hog processing plant in Guymon, Oklahoma, which opened in 1995. It has a daily double shift capacity to process approximately 19,400 hogs and generally operates at capacity with additional weekend shifts depending on market conditions. Seaboards hog production operations consist of the breeding and raising of approximately 4.2 million hogs annually at facilities it primarily owns or at facilities owned and operated by third parties with whom it has grower contracts. This business owns and operates six centrally located feed mills which have a combined capacity to produce approximately 1,700,000 tons of formulated feed annually used primarily to support Seaboards existing hog production, and have the capability of supporting additional hog production in the future. These facilities are located in Oklahoma, Texas, Kansas and Colorado.

Seaboards Pork Division also owns two bacon further processing plants located in Salt Lake City, Utah and Missoula, Montana. These plants are utilized near capacity throughout the year, which is a combined daily smoking capacity of approximately 300,000 pounds of raw pork bellies. The Pork Division also operates a majority-owned ham-boning and processing plant in Mexico that has the capacity to process 74.0 million pounds of ham annually.

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

(2) Commodity Trading and Milling - Seaboards Commodity Trading and Milling Division owns, in whole or in part, grain-processing and related agribusiness operations in 14 countries which have the capacity to mill approximately 7,100 metric tons of wheat and maize per day. In addition, Seaboard has feed mill capacity of in excess of 200 metric tons per hour to produce formula animal feed. The milling operations located in Colombia, Democratic Republic of Congo, Ecuador, Ghana, Guyana, Haiti, Kenya, Lesotho, Madagascar, Nigeria, Republic of Congo, Sierra Leone, Uganda and Zambia own their facilities; and in

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Kenya, Lesotho, Nigeria, Republic of Congo and Sierra Leone the land on which the mills are located is leased under long-term agreements. Certain foreign milling operations may operate at less than full capacity due to low demand related to poor consumer purchasing power, excess milling capacity in their competitive environment and imported flour. In addition, this division also has an investment through non-consolidate affiliates in poultry businesses operating in parts of Eastern and Southern Africa. Seaboard also owns seven 9,000 metric-ton deadweight dry bulk carriers, one 23,400 metric ton deadweight dry bulk carrier, and charters vessels under short-term agreements, between 17 and 39 bulk carrier ocean vessels with deadweights ranging from 231 to 50,900 metric tons.

(3) Marine - Seaboards Marine Division leases a 167,600 square foot off-port warehouse and 81 acres of port terminal land and facilities in Miami, Florida which are used in its containerized cargo operations. Seaboard also leases an approximately 62 acre cargo handling and terminal facility in Houston, Texas, which includes several on-dock warehouses totaling approximately 690,000 square feet for cargo storage. At December 31, 2011, Seaboard owned 9 ocean cargo vessels with deadweights ranging from 2,600 to 19,500 metric tons. In addition, Seaboard chartered 32 vessels under contracts that typically range from approximately five months to three years with deadweights ranging from 3,700 to nearly 26,500 metric tons but have also entered into some longer-term charters up to twelve years. Seaboard also owns or leases dry, refrigerated and specialized containers and other related equipment.

(4) Sugar - Seaboards Argentine Sugar Division owns nearly 70,000 acres of planted sugarcane. Depending on local market conditions, this business also purchases third party sugar for resale. In addition, this division owns a sugar mill with a current capacity to process approximately 250,000 metric tons of sugar and an alcohol distillery with a current capacity of approximately 15 million gallons of alcohol per year. This capacity is sufficient to process all of the cane harvested by this division and certain additional quantities purchased from third party farmers in the region. The sugarcane fields and processing mill are located in northern Argentina in the Salta Province, which experiences seasonal rainfalls that may limit the harvest season, which then affects the duration of mill operations and quantities of sugar produced. The Sugar Division completed construction of a 38 megawatt cogeneration power plant that supplies surplus electricity to the Argentine grid. This plant became fully operational in October 2011. The plant is primarily powered by the burning of sugarcane byproducts during the harvest season.

(5) Power - Seaboards Power Division owns one floating electric power generating facility (106 megawatts), which is anticipated to begin commercial operations in March 2012, and leases a second floating power generating facility (72 megawatts) through March 2012, both consisting of a system of diesel engines mounted onto barge-type vessels located on the Ozama River in Santo Domingo, Dominican Republic. The owned facility is capable of using natural gas or heavy fuel oil. Seaboard operates as an independent power producer. Seaboard is not directly involved in the transmission and distribution facilities that deliver the power to the end users but does have contracts to sell directly to third party users.

(6) Turkey Seaboards Turkey Segment has a total of five processing plants and numerous company and third party live production facilities and feed milling operations, all of which are located in Arkansas, Kansas, Missouri and North Carolina. These plants produce approximately one billion pounds of turkey each year.

(7) Other - Seaboard owns a jalapeño pepper processing plant and warehouse in Honduras.

In addition to the information provided above, the information under Principal Locations of Seaboards Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13 to this report is incorporated herein by reference.

Management believes that Seaboards present facilities are adequate and suitable for its current purposes.

Item 3. Legal Proceedings

The information required by Item 3 of Form 10-K is incorporated herein by reference to Note 11 of Seaboards Consolidated Financial Statements appearing on pages 52 and 53 of Seaboards Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13 to this Report.

Not Applicable.

Executive Officers of the Registrant

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

Name (Age) Positions and Offices with Registrant and Affiliates

Steven J. Bresky (58) President and Chief Executive Officer

Robert L. Steer (52) Executive Vice President, Chief Financial Officer

David M. Becker (50) Senior Vice President, General Counsel and Secretary

Barry E. Gum (45) Senior Vice President, Finance and Treasurer

James L. Gutsch (58) Senior Vice President, Engineering

Ralph L. Moss (66) Senior Vice President, Governmental Affairs

David S. Oswalt (44) Senior Vice President, Taxation and Business Development

John A. Virgo (51) Senior Vice President, Corporate Controller and Chief Accounting Officer

David H. Rankin (40) Vice President

Ty A. Tywater (42) Vice President, Audit Services

Terry J. Holton (52) President, Seaboard Foods, LLC

David M. Dannov (50) President, Seaboard Overseas and Trading Group

Edward A. Gonzalez (46) President, Seaboard Marine Ltd.

Mr. Steven J. Bresky has served as President and Chief Executive Officer of Seaboard since July 2006.

Mr. Steer has served as Executive Vice President, Chief Financial Officer of Seaboard since April 2011, and previously as Senior Vice President, Chief Financial Officer since December 2006.

Mr. Becker has served as Senior Vice President, General Counsel and Secretary of Seaboard since April 2011, and previously as Vice President, General Counsel and Secretary since December 2003.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Mr. Gum has served as Senior Vice President, Finance and Treasurer of Seaboard since April 2011, and previously as Vice President, Finance and Treasurer since December 2006.

Mr. Gutsch has served as Senior Vice President, Engineering of Seaboard since April 2011, and previously as Vice President, Engineering since December 1998.

Mr. Moss has served as Senior Vice President, Governmental Affairs of Seaboard since April 2011, and previously as Vice President, Governmental Affairs since December 2003.

Mr. Oswalt has served as Senior Vice President, Taxation and Business Development of Seaboard since April 2011, and previously as Vice President, Taxation and Business Development since December 2003.

Mr. Virgo has served as Senior Vice President, Corporate Controller and Chief Accounting Office of Seaboard since April 2011, and previously as Vice President, Corporate Controller and Chief Accounting Officer since December 2003.

Mr. Rankin has served as Vice President of Seaboard since December 2010 and previously as Director of Taxation and Business Development since January 2006.

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

Mr. Holton has served as President of Seaboard Foods, LLC since December 2011 and previously as Senior Vice President, Sales and Marketing since September 1997.

Mr. Dannov has served as President of Seaboard Overseas and Trading Group since August 2006.

Mr. Gonzalez has served as President of Seaboard Marine, Ltd. since January 2005.

PART II

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

In December 2010, Seaboard declared and paid a dividend of $6.75 per share on its 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 payment of the regular fourth quarter dividend of $0.75 per share and a prepayment of the annual 2011 and 2012 dividends ($3.00 per share per year). Seaboard did not declare any dividends for 2011 and does not intend to declare any dividends for 2012. As discussed in Note 8 of the consolidated financial statements appearing on pages 43 and 44 of the Seaboard Corporation Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13 to this Report (which discussion is incorporated herein by reference), Seaboards ability to declare and pay dividends is subject to limitations imposed by the note agreements referred to there.

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

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The following table sets forth information concerning any purchases made by or on behalf of Seaboard or any affiliated purchaser (as defined by applicable rules of the Commission) of shares of Seaboards common stock during the fourth quarter of the fiscal year covered by this report.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Issuer Purchases of Equity Securities

Approximate Dollar Value Total Number of Shares that of Shares May Yet Be Purchased as Part Purchased of Publicly Under the Total Number of Average Price Announced Plans Plans or Period Shares Purchased Paid per Share or Programs Programs October 2 to October 31, 2011 2,982 $ 1,850.95 2,982 $ 63,328,810 November 1 to November 30, 2011 300 $ 1,901.37 300 $ 62,758,398 December 1 to December 31, 2011 1,400 $ 1,945.50 1,400 $ 60,034,696 Total 4,682 $ 1,882.46 4,682 $ 60,034,696

All purchases during the quarter were made under the authorization from our Board of Directors announced on October 31, 2011 to extend through October 31, 2012 the share repurchase program previously approved on November 6, 2009. Under this share repurchase program, Seaboard is authorized to repurchase from time to time up to $100.0 million market value of its Common Stock in open market or privately negotiated purchases above or below the traded market price. Shares repurchased will be retired and resume the status of authorized and unissued shares.

In addition to the information provided above, the information required by Item 5 of Form 10-K is incorporated herein by reference to (a) the information under Stockholder Information - Stock Listing, (b) the dividends per common share information and closing market price range per common share information under Quarterly Financial Data and (c) the information under Company Performance Graph appearing on pages 59, 10 and 9, respectively, of Seaboards Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13 to this report.

Item 6. Selected Financial Data

The information required by Item 6 of Form 10-K is incorporated herein by reference to the Summary of Selected Financial Data appearing on page 8 of Seaboards Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13 of this Report.

Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations

The information required by Item 7 of Form 10-K is incorporated herein by reference to Managements Discussion and Analysis of Financial Condition and Results of Operations appearing on pages 11 through 24 of Seaboards Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13 to this Report.

The information required by Item 7A of Form 10-K is incorporated herein by reference to (a) the material under the captions Derivative Instruments and Hedging Activities within Note 1 and 9 of Seaboards Consolidated Financial Statements appearing on pages 35, 47 and 48 of Seaboards Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13 to this Report, and (b) the material under the caption Derivative Information within Managements Discussion and Analysis of Financial Condition and Results of Operations appearing on pages 23 and 24 of Seaboards Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13 to this Report.

Item 8. Financial Statements and Supplementary Data

The information required by Item 8 of Form 10-K is incorporated herein by reference to Seaboards Quarterly Financial Data, Report of Independent Registered Public Accounting Firm, Consolidated Statements of Earnings, Consolidated Balance Sheets, Consolidated Statements of Cash Flows, Consolidated Statements of Changes in Equity and Notes to Consolidated Financial Statements appearing on page 10 and pages 26 through 58 of Seaboards Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13 to this Report.

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

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures As of December 31, 2011, Seaboards management has evaluated, under the direction of our chief executive and chief financial officers, the effectiveness of Seaboards disclosure controls and procedures, as defined in Exchange Act rule 13a - 15(e). Based upon and as of the date of that evaluation, Seaboards chief executive and chief financial officers concluded that Seaboards 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.

Managements Report on Internal Control Over Financial Reporting Information required by Item 9A of Form 10-K concerning managements report on Seaboards internal control over financial reporting, as defined in Exchange Act rule 13a-15(f) is incorporated herein by reference to Seaboards Managements Report on Internal Control over Financial Reporting appearing on page 25 of Seaboards Annual Report to Stockholders furnished to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13 to this report.

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

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Change in Internal Controls - There has been no change in Seaboards internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2011 that has materially affected, or is reasonably likely to materially affect, Seaboards internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

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

Seaboard has a Code of Ethics Policy (the Code) for directors, officers (including our chief executive officer, chief financial officer, chief accounting officer, controller and persons performing similar functions) and employees. Seaboard has posted the Code on its internet website, www.seaboardcorp.com, under the About Us tab and intends to disclose any future changes and waivers to the Code by posting such information on that website.

In addition to the information provided above, the information required by Item 10 of Form 10-K is incorporated herein by reference to (a) the disclosure relating to directors under Item 1: Election of Directors appearing on pages 5 through 7 of Seaboards definitive proxy statement filed pursuant to Regulation 14A for the 2012 annual meeting of Stockholders (2012 Proxy Statement), (b) the disclosure relating to Seaboards audit committee and audit committee financial expert and its director nomination procedures under Board of Directors Information Committees of the Board Audit Committee and Board of Directors Information Director Nominations appearing on page 8 of the 2012 Proxy Statement, and (c) the disclosure relating to late filings of reports required under Section 16(a) of the Securities Exchange Act of 1934 under Section 16(a) Beneficial Ownership Reporting Compliance appearing on page 28 of the 2012 Proxy Statement.

Item 11. Executive Compensation

The information required by Item 11 of Form 10-K is incorporated herein by reference to (a) the disclosure relating to compensation of directors under Board of Directors Information Compensation of Directors and Employment Arrangements with Named Executive Officers appearing on page 9 and pages 12 and 13 of the 2012 Proxy Statement, and (b) the disclosure relating to compensation of executive officers under Executive Compensation and Other Information, Benefit Plans and Compensation Committee Interlocks and Insider Participation, Compensation Committee Report and Compensation Discussion and Analysis appearing on pages 9 through 24 of the 2012 Proxy Statement.

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

In addition to the information provided above, the information required by Item 12 of Form 10-K is incorporated herein by reference to the disclosure under Principal Stockholders and Share Ownership of Management and Directors appearing on pages 3 through 5 of the 2012 Proxy Statement.

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

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The information required by Item 13 of Form 10-K is incorporated herein by reference to the disclosure under Compensation Committee Interlocks and Insider Participation appearing on page 23 of the 2012 Proxy Statement, and the disclosure under Board of Directors Information Controlled Corporation and Board of Directors Information Committees of the Board appearing on pages 7 and 8 of the 2012 Proxy Statement.

Item 14. Principal Accounting Fees and Services

The information required by Item 14 of Form 10-K is incorporated herein by reference to the disclosure under Item 2 Selection of Independent Auditors appearing on pages 24 through 26 of the 2012 Proxy Statement.

PART IV

Item 15. Exhibits, Financial Statement Schedules

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

1. Consolidated financial statements.

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

2. Consolidated financial statement schedules.

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

3. Exhibits.

3.1 Seaboards Restated Certificate of Incorporation. Incorporated herein by reference to Exhibit 3.1 of Seaboards Form 10-Q for the quarter ended April 4, 2009.

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

4.1 Seaboard Corporation Note Purchase Agreement dated as of September 30, 2002 between Seaboard and various purchasers as listed in the exhibit. Incorporated herein by reference to Exhibit 4.3 of Seaboards Form 10-Q for the quarter ended September 28, 2002.

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

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

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4.4 Amended and Restated Terminal Agreement between Miami-Dade County and Seaboard Marine Ltd. for Marine Terminal Operations, dated May 30, 2008. Incorporated herein by reference to Exhibit 10.1 of Seaboards Form 8-K dated May 30, 2008.

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

4.6 Amendment No. 1 to Credit Agreement between Borrowers and Bank of America N.A., dated December 17, 2010. Incorporated herein by reference to Exhibit 4.6 of Seaboards Form 10-K for fiscal year ended December 31, 2010.

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

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

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

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

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

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

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

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

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

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 10.10* Employment Agreement between Seaboard Marine Ltd. and Edward A. Gonzalez dated July 1, 2005. Incorporated herein by reference to Exhibit 10.14 of Seaboards Form 10-K for fiscal year ended December 31, 2006.

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

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

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

10.14* Second Amendment to Employment Agreement between Marine, Ltd. and Edward A. Gonzalez dated January 17, 2007. Incorporated herein by reference to Exhibit 10.18 of Seaboards Form 10-K for fiscal year ended December 31, 2006.

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

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

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

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

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

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

10.21* Seaboard Corporation Cash Balance Executive Retirement Plan effective January 1, 2009 and dated December 18, 2009. Incorporated herein by reference to Exhibit 10.23 of Seaboards Form 10-K for fiscal year ended December 31, 2009.

10.22* Seaboard Marine Ltd. 401(k) Excess Plan effective January 1, 2009 and dated December 18, 2009. Incorporated herein by reference to Exhibit 10.2 of Seaboards Form 10-K for fiscal year ended December 31, 2009.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 10.23* Amendment No. 1 to the Seaboard Corporation Non-Qualified Deferred Compensation Plan effective January 1, 2009 and dated December 17, 2009. Incorporated herein by reference to Exhibit 10.2 of Seaboards Form 10-K for fiscal year ended December 31, 2009.

10.24 Engineering, Procurement and Construction Contract dated as of August 17, 2010 by and between Seaboard Corporation and Wartsila Finland OY. Incorporated herein by reference to Exhibit 10.1 of Seaboards Form 10-Q for the quarter ended October 2, 2010.

10.25 Purchase Agreement by and among Seaboard Corporation, Maxwell Farms, LLC, Goldsboro Milling Company and GM Acquisition, LLC as of September 9, 2010. Incorporated herein by reference to Exhibit 10.27 of Seaboards Form 10-K for fiscal year ended December 31, 2010.

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

21 List of subsidiaries.

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

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

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

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

101 The following financial information from Seaboard Corporations Annual Report on Form 10-K for the year ended December 31, 2011, formatted in XBRL (Extensible Business Reporting Language): (1) Consolidated Statements of Earnings, (2) Consolidated Balance Sheets, (3) Consolidated Statements of Cash Flows,(4) Consolidated Statement of Changes in Equity and (5) the Notes to Unaudited Condensed Consolidated Financial Statements **.

* Management contract or compensatory plan or arrangement.

** 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.

(b) Exhibits.

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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SEABOARD CORPORATION

By /s/Steven J. Bresky Steven J. Bresky, Chairman of the Board, President and Chief Executive Officer

Date: February 28, 2012

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

Name Date Title

/s/Steven J. Bresky February 28, 2012 Chairman of the Board, President, Chief Executive Officer and Director Steven J. Bresky (principal executive officer)

/s/Robert L. Steer February 28, 2012 Executive Vice President, Chief Financial Officer (principal financial Robert L. Steer officer)

/s/John A. Virgo February 28, 2012 Senior Vice President, Corporate Controller and Chief Accounting Officer John A. Virgo (principal accounting officer)

/s/David A. Adamsen February 28, 2012 Director David A. Adamsen

/s/Douglas W. Baena February 28, 2012 Director Douglas W. Baena

/s/Joseph E. Rodrigues February 28, 2012 Director Joseph E. Rodrigues

/s/Edward I. Shifman, Jr. February 28, 2012 Director Edward I. Shifman, Jr.

Index to Consolidated Financial Statements and Schedule

Financial Statements

Stockholders Annual Report Page

Report of Independent Registered Public Accounting Firm 26

Consolidated Statement of Earnings for the years ended December 31, 2011, December 31, 2010 and December 31, 2009 28

Consolidated Balance Sheets as of December 31, 2011 and December 31, 2010 29

Consolidated Statement of Cash Flows for the years ended December 31, 2011, December 31, 2010 and December 31, 2009 30

Consolidated Statement of Changes in Equity for the years ended December 31, 2011, December 31, 2010 and December 31, 2009 31

Notes to Consolidated Financial Statements 32

The foregoing is incorporated herein by reference.

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

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

II - Valuation and Qualifying Accounts for the years ended December 31, 2011, 2010 and 2009 F-3

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

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders Seaboard Corporation:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Under date of February 28, 2012, we reported on the consolidated balance sheets of Seaboard Corporation and subsidiaries (the Company) as of December 31, 2011 and 2010, and the related consolidated statements of earnings, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2011, as contained in the annual report on Form 10-K for the year 2011. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related consolidated financial statement schedule as listed in the accompanying index. This financial statement schedule is the responsibility of the Companys management. Our responsibility is to express an opinion on this financial statement schedule based on our audits.

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

/s/ KPMG LLP

Kansas City, Missouri February 28, 2012

F-2

Schedule II

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

Balance at Provision Net deductions Balance at beginning of year (1) (2) end of year Allowance for Doubtful Accounts: Year ended December 31, 2011 $ 8,170 4,400 (1,629) $ 10,941 Year ended December 31, 2010 $ 7,330 2,771 (1,931) $ 8,170 Year ended December 31, 2009 $ 7,303 2,088 (2,061) $ 7,330

(1) The allowance for doubtful accounts provision is charged to selling, general and administrative expenses. (2) Includes write-offs net of recoveries and currency translation adjustments.

Balance at Charged (credit) Other Balance at beginning of year to expense (3) end of year Allowance for Deferred Tax Assets: Year ended December 31, 2011 $ 30,664 (13,959) (385) $ 16,320 Year ended December 31, 2010 $ 28,621 2,512 (469) $ 30,664 Year ended December 31, 2009 $ 21,075 8,473 (927) $ 28,621

(3) Activity related to currency translation.

Balance at Charged (credit) Balance at beginning of year to expense end of year Reserve for LIFO Valuation: Year ended December 31, 2011 $ 24,085 33,698 $ 57,783

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Year ended December 31, 2010 $ 22,807 1,278 $ 24,085 Year ended December 31, 2009 $ 40,672 (17,865) $ 22,807

F-3

2011 Annual Report

SEABOARD CORPORATION

Description of Business Seaboard Corporation is a diversified international agribusiness and transportation company. In the United States, Seaboard is primarily engaged in pork production and processing and ocean transportation. Overseas, Seaboard is primarily engaged in commodity merchandising, grain processing, sugar production and electric power generation. Seaboard also has an interest in turkey operations in the United States.

Table of Contents

Letter to Stockholders 2 Principal Locations 5 Division Summaries 6 Summary of Selected Financial Data 8 Company Performance Graph 9 Quarterly Financial Data (unaudited) 10 Managements Discussion & Analysis of Financial Condition and Results of Operations 11 Managements Responsibility for Consolidated Financial Statements 25 Managements Report on Internal Control over Financial Reporting 25 Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements 26 Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting 27 Consolidated Statements of Earnings 28 Consolidated Balance Sheets 29 Consolidated Statements of Cash Flows 30 Consolidated Statements of Changes in Equity 31 Notes to Consolidated Financial Statements 32 Stockholder Information 59

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

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document operations; statements of future economic performance; statements regarding the intent, belief or current expectations of Seaboard and its management with respect to: (i) Seaboards ability to obtain adequate financing and liquidity; (ii) the price of feed stocks and other materials used by Seaboard; (iii) the sales price or market conditions for pork, grains, sugar, turkey and other products and services; (iv) the recorded tax effects under certain circumstances; (v) the volume of business and working capital requirements associated with the competitive trading environment for the Commodity Trading and Milling segment; (vi) the charter hire rates and fuel prices for vessels; (vii) the fuel costs and related spot market prices in the Dominican Republic; (viii) the effect of the fluctuation in foreign currency exchange rates; (ix) the profitability or sales volume of any of Seaboards segments; (x) the anticipated costs and completion timetable for Seaboards scheduled capital improvements, acquisitions and dispositions; or (xi) other trends affecting Seaboards financial condition or results of operations, and statements of the assumptions underlying or relating to any of the foregoing statements.

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

SEABOARD CORPORATION Letter to Stockholders

Letter to Stockholders is intentionally omitted from Exhibit 13 and will be included in printed Annual Report.

SEABOARD CORPORATION Letter to Stockholders

Letter to Stockholders is intentionally omitted from Exhibit 13 and will be included in printed Annual Report.

SEABOARD CORPORATION Letter to Stockholders

Letter to Stockholders is intentionally omitted from Exhibit 13 and will be included in printed Annual Report.

SEABOARD CORPORATION Principal Locations

Corporate Office Life Flour Mill Ltd.* Seaboard del Peru, S.A.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Seaboard Corporation Premier Feeds Mills Company Limited* Peru Merriam, Kansas Nigeria Seaboard Freight & Shipping Jamaica Limited Pork LMM Farine, S.A. Jamaica Seaboard Foods LLC Madagascar Pork Division Office Seaboard Honduras, S.de R.L. de C.V. Merriam, Kansas Minoterie de Matadi, S.A.R.L.* Honduras Democratic Republic of Congo Processing Plant Seaboard Marine Bahamas Ltd. Guymon, Oklahoma Minoterie du Congo, S.A. Bahamas Republic of Congo Processed Meats Seaboard Marine (Trinidad) Ltd. Salt Lake City, Utah Moderna Alimentos, S.A.* Trinidad Missoula, Montana Molinos Champion, S.A.* Ecuador Seaboard Marine of Haiti, S.E. High Plains Bioenergy, LLC Haiti Guymon, Oklahoma National Milling Corporation Limited Zambia SEADOM, S.A. Seaboard de Mexico USA LLC Dominican Republic Mexico Seaboard West Africa Limited* Sierra Leone SeaMaritima S.A. de C.V. Mexico Commodity Trading and Milling Unga Holdings Limited* Commodity Trading Operations Kenya and Uganda Sugar Australia* Ingenio y Refineria San Martin del Tabacal SRL Canada Marine Argentina Chapel Hill, North Carolina Seaboard Marine Ltd. Colombia Marine Division Office Power Ecuador Miami, Florida Transcontinental Capital Corp. (Bermuda) Ltd. Greece Dominican Republic Isle of Man Port Operations Miami, Florida Brooklyn, New York Turkey Peru* Fernandina Beach, Florida Butterball LLC* South Africa Houston, Texas Division Office Switzerland Miami, Florida Garner, North Carolina New Orleans, Louisiana African Poultry Development Limited* Processing Plants Democratic Republic of Congo, Agencias Generales Conaven, C.A. Huntsville, Arkansas Kenya and Zambia Venezuela Jonesboro, Arkansas Ozark, Arkansas Compania Industrial de Productos Agencia Maritima del Istmo, S.A. Carthage, Missouri Agreopecuarios SA* Costa Rica Mt. Olive, North Carolina Rafael del Castillo & Cia. S.A* Colombia Cayman Freight Shipping Services, Ltd. Other Cayman Islands Mount Dora Farms de Honduras, S.R.L. Fairfield Rice Inc.* Honduras National Milling Company of Guyana, Inc. JacintoPort International LLC Guyana Houston, Texas Mount Dora Farms Inc. Houston, Texas

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Les Moulins dHaiti S.E.M.* Representaciones Maritimas y Aereas, S.A. Haiti Guatemala

Lesotho Flour Mills Limited* Sea Cargo, S.A. Lesotho Panama

Flour Mills of Ghana Seaboard de Colombia, S.A. Ghana Colombia

Seaboard de Nicaragua, S.A. Nicaragua

*Represents a non-controlled, non-consolidated affiliate

SEABOARD CORPORATION Division Summaries

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

Seaboards main processing facility is located in Guymon, Oklahoma. The facility has a daily double shift capacity to process approximately 19,400 hogs and generally operates at capacity, with additional weekend shifts depending on market conditions. Seaboard produces and sells fresh and frozen pork products to further processors, foodservice operators, grocery stores, distributors and retail outlets throughout the United States. Seaboard also sells to distributors, and further processors in Japan, Mexico and other foreign markets. Hogs processed at the plant are primarily Seaboard raised hogs. In addition, the remaining hogs processed are raised by third parties and purchased under contract or in the open market.

Seaboards hog production facilities consist of genetic and commercial breeding, farrowing, nursery and finishing buildings located in Oklahoma, Kansas, Texas and Colorado. These facilities have a capacity to produce over four million hogs annually. Seaboard owns and operates six centrally located feed mills to provide formulated feed to these hogs.

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

Seaboard produces biodiesel at a facility in Guymon, Oklahoma. The biodiesel is primarily produced from pork fat from Seaboards Guymon pork processing plant and from animal fat supplied by non-Seaboard facilities. The biodiesel is sold to third parties. The facility can also produce biodiesel from vegetable oil.

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

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Commodity Trading and Milling Division Seaboards Commodity Trading and Milling Division is an integrated grain trading, grain processing and logistics operation. This division markets wheat, corn, soybean meal, rice and other similar commodities in bulk overseas to third party customers and affiliated companies. These commodities are purchased worldwide, with primary destinations in Africa, South America and the Caribbean.

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

Seaboards Commodity Trading and Milling Division has facilities in 29 countries. The commodity trading business operates through ten offices in eight countries and three non-consolidated affiliates located in nine countries. One of these non-consolidated affiliates became a consolidated affiliate in January 2012. The grain processing businesses operate facilities at 28 locations in 14 countries, and include five consolidated and thirteen non-consolidated affiliates in Africa, South America and the Caribbean. These businesses produce approximately three million metric tons of finished product per year.

SEABOARD CORPORATION Division Summaries

Marine Division Seaboards Marine Division provides containerized shipping service between the United States, the Caribbean Basin and Central and South America. Seaboards primary operations, located in Miami, include an off-port warehouse for cargo consolidation and temporary storage and a terminal at the Port of Miami. At the Port of Houston, Seaboard operates a cargo terminal facility that includes on- dock warehouse space for temporary storage of bagged grains, resins and other cargoes. Seaboard also makes scheduled vessel calls to Brooklyn, New York, Fernandina Beach, Florida, New Orleans, Louisiana and multiple foreign ports in the Caribbean Basin and Central and South America.

Seaboards marine fleet consists of owned and chartered vessels, as well as dry, refrigerated and specialized containers and other related equipment. Seaboard is the largest shipper in terms of cargo volume to and from the Port of Miami. Seaboard provides extended service from our domestic ports of call to and from multiple foreign destinations through a network of connecting carrier agreements with major regional and global carriers.

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

Other Divisions In Argentina, Seaboard grows sugar cane, produces and refines sugar and produces alcohol. The sugar is primarily marketed locally, with some exports to the United States and other South American countries. Seaboards mill, one of the largest in Argentina, has a processing capacity of approximately 250,000 metric tons of sugar and approximately 15 million gallons of alcohol per year. The mill is located in the Salta Province of Argentina, with administrative offices in Buenos Aires. Land owned by Seaboard in Argentina is planted with sugar cane, which supplies the majority of the raw product processed by the mill. Depending on local market conditions, sugar may also be

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document purchased from third parties for resale. In addition, this division sells dehydrated alcohol to certain oil companies under the Argentine government bio-ethanol program, which requires alcohol to be blended with gasoline. During 2011, this division completed construction of a 38 megawatt co-generation power plant which became fully operational in October 2011. The plant is powered by the burning of sugarcane byproducts during the harvest season, which is between May and November.

In the Dominican Republic, Seaboard is an independent power producer generating electricity for the local power grid. Seaboard is not directly involved in the transmission or distribution of electricity. Seaboard primarily sells on the spot market but does have some contracts to sell directly to third party users. Through early 2011, this division operated two floating electric power generating facilities consisting of a system of diesel engines mounted onto barge-type vessels located on the Ozama River in Santo Domingo. On April 8, 2011, Seaboard closed the sale of its two power generating facilities. On April 20, 2011, Seaboard signed a short-term lease agreement that allowed Seaboard to resume operations of one of the facilities (72 megawatts) through approximately March 31, 2012. In addition, Seaboard retained all other physical properties of this business and constructed a new 106 megawatt floating power generating facility. This new facility was delivered in January 2012 and is anticipated to begin commercial operations in March 2012.

On December 6, 2010, Seaboard purchased a 50 percent non-controlling voting interest in Butterball, LLC (Butterball). Butterball is a vertically integrated producer, processor and marketer of branded and non-branded turkeys and other turkey products. Butterball has five processing plants and numerous live production and feed milling operations located in North Carolina, Arkansas, Missouri and Kansas. Butterball produces approximately one billion pounds of turkey each year, and supplies its products to more than 30 countries. Butterball is a national supplier to retail and foodservice outlets, and also exports products to Mexico and other countries.

Seaboard processes jalapeño peppers at its plant in Honduras. These products are shipped to the United States on Seaboard Marine vessels and distributed from Seaboards port facilities.

SEABOARD CORPORATION Summary of Selected Financial Data

Years ended December 31, (Thousands of dollars except per share amounts) 2011 2010 2009 2008 2007

Net sales $ 5,746,902 $ 4,385,702 $ 3,601,308 $ 4,267,804 $ 3,213,301 Operating income $ 407,204 $ 321,066 $ 23,723 $ 121,809 $ 169,915 Net earnings attributable to Seaboard $ 345,847 $ 283,611 $ 92,482 $ 146,919 $ 181,332 Basic earnings per common share $ 284.66 $ 231.69 $ 74.74 $ 118.19 $ 144.15 Total assets $ 3,006,728 $ 2,734,086 $ 2,337,133 $ 2,331,361 $ 2,093,699 Long-term debt, less current maturities $ 116,367 $ 91,407 $ 76,532 $ 78,560 $ 125,532 Stockholders equity $ 2,079,467 $ 1,778,249 $ 1,545,419 $ 1,463,578 $ 1,355,199 Dividends per common share $ $ 9.00 $ 3.00 $ 3.00 $ 3.00

In 2011, Seaboard closed the sale of its two floating power generating facilities in the Dominican Republic resulting in a gain on sale of assets of $52,923,000, or $43.56 per share, included in operating income. There was no tax expense on these transactions. See Note 13 to the Consolidated Financial Statements for further discussion.

In December 2010, Seaboard declared and paid a dividend of $6.75 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 payment of the regular fourth quarter dividend of $0.75 per share and a prepayment of the annual 2011 and 2012 dividends ($3.00 per share per year). Seaboard

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document did not declare a dividend in 2011 and currently does not intend to declare any further dividends in 2012. Basic and diluted earnings per common share are the same for all periods presented.

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

SEABOARD CORPORATION Company Performance Graph

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

The following graph shows a five-year comparison of cumulative total return for Seaboard, the NYSE Amex Equities Index and the companies comprising the Dow Jones Food and Marine Transportation Industry indices, weighted by market capitalization for the five fiscal years commencing December 31, 2006 and ending December 31, 2011. The information presented in the performance graph is historical in nature and is not intended to represent or guarantee future returns.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The comparison of cumulative total returns presented in the above graph was plotted using the following index values and common stock price values:

12/31/06 12/31/07 12/31/08 12/31/09 12/31/10 12/31/11

Seaboard Corporation $ 100.00 $ 83.41 $ 67.91 $ 76.93 $ 114.09 $ 116.67 NYSE Amex Equities Composite $ 100.00 $ 122.46 $ 73.97 $ 100.19 $ 127.31 $ 128.98 Peer Group $ 100.00 $ 108.88 $ 84.49 $ 100.82 $ 116.07 $ 132.87

SEABOARD CORPORATION Quarterly Financial Data (unaudited)

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

2011 Net sales $ 1,468,179 $ 1,398,587 $ 1,476,718 $ 1,403,418 $ 5,746,902

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Operating income $ 130,276 $ 136,965 $ 66,989 $ 72,974 $ 407,204 Net earnings attributable to Seaboard $ 116,864 $ 113,486 $ 36,560 $ 78,937 $ 345,847 Earnings per common share $ 96.11 $ 93.34 $ 30.07 $ 65.12 $ 284.66 Dividends per common share $ $ $ $ $

Closing market price range per common share: High $ 2,413.00 $ 2,443.00 $ 2,704.00 $ 2,307.00 Low $ 1,965.00 $ 2,160.00 $ 1,801.99 $ 1,684.00

2010 Net sales $ 1,020,276 $ 1,048,463 $ 1,111,813 $ 1,205,150 $ 4,385,702 Operating income $ 67,466 $ 101,247 $ 41,642 $ 110,711 $ 321,066 Net earnings attributable to Seaboard $ 62,778 $ 77,604 $ 39,869 $ 103,360 $ 283,611 Earnings per common share $ 50.84 $ 63.21 $ 32.74 $ 85.01 $ 231.69 Dividends per common share $ 0.75 $ 0.75 $ 0.75 $ 6.75 $ 9.00

Closing market price range per common share: High $ 1,430.00 $ 1,610.00 $ 1,795.00 $ 2,006.00 Low $ 1,195.00 $ 1,261.00 $ 1,387.05 $ 1,750.01

In April 2011, Seaboard closed the sale of its two floating power generating facilities in the Dominican Republic. Seaboard recognized a gain on sale of assets of $51,423,000, or $42.29 per share, included in operating income in the second quarter of 2011. In July 2011, Seaboard received $1,500,000 of the $3,000,000 in escrow for potential dry dock costs of these facilities. The $1,500,000, or $1.23 per share, was recognized as a gain on sale of assets in operating income in the third quarter of 2011. There was no tax expense on these transactions. See Note 13 to the Consolidated Financial Statements for further discussion.

During 2011, Seaboard repurchased 600 common shares in the third quarter and 4,682 shares in the fourth quarter. During 2010, Seaboard repurchased 5,452 common shares in the first quarter, 6,680 shares in the second quarter and 8,747 shares in the third quarter, as authorized by Seaboards Board of Directors. See Note 12 to the Consolidated Financial Statements for further discussion.

SEABOARD CORPORATION Managements Discussion & Analysis

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Seaboard is a diverse agribusiness and transportation company, with global operations in several industries. Most of the sales and costs of Seaboards segments are significantly influenced by worldwide fluctuations in commodity prices and changes in foreign political and economic conditions. Accordingly, sales, operating income and cash flows can fluctuate significantly from year to year. As each segment operates in distinct industries and different geographical locations, management evaluates their operations separately. Seaboards reporting segments are based on information used by Seaboards Chief Executive Officer in his capacity as chief operating decision maker to determine allocation of resources and assess performance.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Pork Segment The Pork segment is primarily a domestic business, with some export sales to Japan, Mexico, and other foreign markets. Revenues from the sale of pork products are primarily generated from a single hog processing plant in Guymon, Oklahoma, which generally operates at daily double shift processing capacity of 19,400 hogs, two bacon further processing plants located in Salt Lake City, Utah and Missoula, Montana, and a ham boning and processing plant in Mexico. In 2011, Seaboard raised approximately 76% of the hogs processed at the Guymon plant, with the remaining hog requirements purchased primarily under contracts from independent producers. This segment is Seaboards most capital intensive segment, with approximately 47% of Seaboards total fixed assets and also has material amounts of inventories.

Of Seaboards businesses, management believes the Pork segment has the greatest exposure to commodity price fluctuations. As a result, this segments operating income and cash flows can materially fluctuate from year to year, significantly affecting Seaboards consolidated operating income and cash flows. Sales prices are directly affected by both domestic and worldwide supply and demand for pork products and other proteins. Feed costs are the most significant single component of the cost of raising hogs and can be materially affected by changes in the prices for corn and soybean meal. In addition, costs can be materially affected by market prices for hogs purchased from third parties for processing at the plant. As the Guymon plant generally operates at capacity, to improve operating income Seaboard is constantly working towards improving the efficiencies of the operations, as well as considering ways to increase margins by expanding product offerings.

The Pork segment also produces biodiesel which is sold to third parties. Biodiesel is produced from pork fat obtained from Seaboards pork processing plant and from animal fat purchased from third parties. The processing plant also can produce biodiesel from vegetable oil. Seaboard is also a majority-owner of a ham-boning and processing plant in Mexico.

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

Commodity Trading and Milling Segment The Commodity Trading and Milling segment, which is managed under the name of Seaboard Overseas and Trading Group, primarily operates overseas and is an integrated grain trading, grain processing and logistics operation with locations in Africa, South America, the Caribbean and Europe. These foreign operations can be significantly impacted by local crop production, political instability, local government policies, economic and industry conditions and currency fluctuations. This segments sales are also significantly affected by fluctuating prices of various commodities, such as wheat, corn, soybean meal and rice. Although this segment owns eight ships, the majority of the third party trading business is transacted with chartered ships. Freight rates, influenced by available charter capacity for worldwide trade in bulk cargoes, and related fuel costs affect business volumes and margins. The milling businesses, both consolidated and non-consolidated affiliates, operate in foreign and, in most cases, lesser developed countries. Subsidized wheat and flour exports can create fluctuating market conditions that can have a significant impact on both the trading and milling businesses sales and operating income. This segment is Seaboards most working capital intensive segment, with approximately 34% of Seaboards total working capital at December 31, 2011, primarily consisting of inventories and receivables.

SEABOARD CORPORATION Managements Discussion & Analysis

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The majority of the Commodity Trading and Milling segments sales pertain to the commodity trading business. Grain is sourced from multiple origins and delivered to third party and affiliate customers in various international locations. The execution of these purchase and delivery transactions have long cycles of completion which may extend for several months with a high degree of price volatility. As a result, these factors can significantly affect sales volumes, operating income, working capital and related cash flows from quarter to quarter.

Effective, January 1, 2012, Seaboard increased its ownership from 50% to 70% in PS International, LLC, a specialty grain trading business located in Chapel Hill, North Carolina. Seaboard invested in several entities in recent years and continues to seek opportunities to expand its trading and milling businesses.

Marine Segment The Marine segment provides containerized cargo shipping services primarily between the United States and 25 countries in the Caribbean Basin, Central and South America. As a result, fluctuations in economic conditions or unstable political situations in the regions or countries in which Seaboard operates can affect trade volumes and operating profits. In addition, containerized cargo rates can fluctuate depending on local supply and demand for shipping services. This segment time-charters or leases the majority of its ocean cargo vessels and is thus affected by fluctuations in charter hire rates, as well as fuel costs.

Seaboard continues to explore ways to increase volumes on existing routes, while seeking opportunities to broaden its route structure in the regions it serves.

Sugar Segment Seaboards Sugar segment operates a vertically integrated sugar and alcohol production facility in Argentina. This segments sales and operating income are significantly affected by local and worldwide sugar prices. Yields from the Argentine sugar harvest can have an impact on the local price of sugar. Also, but to a lesser degree, price fluctuations in the world market can affect local sugar prices and export sales volumes and prices. Depending on local market conditions, this business purchases sugar from third parties for resale. Over the past several years, Seaboard made numerous improvements to this business to increase the efficiency of its operations and expand its sugar and alcohol production capabilities. In the first quarter of 2010, this segment began sales of dehydrated alcohol to certain oil companies under an Argentine government bio-ethanol program, which mandates alcohol to be blended with gasoline. In the fourth quarter of 2011, this segment completed construction of a 38 megawatt co-generation power plant which is powered by the burning of sugarcane byproducts during the harvest season, which is between May and November.

The functional currency of the Sugar segment is the Argentine peso. The currency exchange rate can have an impact on reported U.S. dollar sales, operating income and cash flows. Historically, the cash needs were relatively high for this operation as a result of ongoing expansion of sugar production and construction of a 38 megawatt co-generation power plant. However, with improved operational performance and the completion of the co-generation power plant in October 2011, financing needs for this segment should be minimal in 2012. Seaboard continues to explore ways to improve and expand its existing operations while considering other alternatives to expand this segment.

Power Segment Seaboards Power segment is an independent power producer in the Dominican Republic (DR) generating electricity from a system of diesel engines mounted on floating barges for the local power grid. As discussed in Note 13 to the Consolidated Financial Statements, in April, 2011, Seaboard closed the sale of its two existing power generating facilities but signed a short-term lease that allowed Seaboard to resume operations of one of the facilities (72 megawatts) through March 31, 2012. During 2011, Seaboard also completed the construction of a new floating power generating facility with a rated capacity of 106 megawatts. This facility was delivered in January 2012 and is anticipated to begin operations in March 2012. The total cost of the project is estimated to be approximately $133.0 million, including capitalized interest, and is primarily being financed with a $114.0 million financing agreement. After the completion of this new facility in the first quarter of 2012, financing needs for this segment should be minimal for the remainder of 2012. During the past few years, operating cash flows have fluctuated from inconsistent customer collections.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The DR regulatory body schedules power production based on the amount of funds available to pay for the power produced and the relative costs of the power produced. Fuel is the largest cost component, but increases in fuel prices generally have been passed on to customers. In addition, from time to time Seaboard may pursue additional investment opportunities in the power industry.

SEABOARD CORPORATION Managements Discussion & Analysis

Turkey Segment On December 6, 2010, Seaboard purchased a 50 percent non-controlling voting interest in Butterball, LLC (Butterball). Butterball is a vertically integrated producer, processor and marketer of branded and non-branded turkeys and other turkey products. Butterball has five processing plants and numerous live production and feed milling operations located in North Carolina, Arkansas, Missouri and Kansas. Sales prices are directly affected by both domestic and worldwide supply and demand for turkey products and other proteins. Feed costs are the most significant single component of the cost of raising turkeys, and can be materially affected by prices for corn and soybean meal. The turkey business is seasonal only on the whole bird side, with Thanksgiving and Christmas holidays driving the majority of those sales.

LIQUIDITY AND CAPITAL RESOURCES Summary of Sources and Uses of Cash Cash and short-term investments as of December 31, 2011 increased $21.4 million from December 31, 2010. The increase was primarily the result of $220.0 million in net cash from operating activities, $65.0 million in proceeds from issuance of long-term debt and $59.6 million of proceeds received from the sale of power generating facilities. Partially offsetting the increase was cash used for capital expenditures of $183.7 million, decreases in notes payable to banks of $62.5 million, notes receivable issued to affiliates, net of $40.3 million, investments in and advances to affiliates of $18.5 million and repurchases of common stock of $10.0 million. Cash from operating activities for 2011 decreased $119.8 million compared to 2010, primarily as a result of changes in net working capital needs in the Commodity Trading and Milling segment for increases in receivables and inventories and also timing of payments for current liabilities.

Cash and short-term investments as of December 31, 2010 decreased $95.9 million from December 31, 2009. The decrease was primarily the result of investing $177.5 million for a 50 percent non-controlling voting interest in Butterball, plus $100.0 million financing provided to Butterball in subordinated debt. Also during 2010, cash was used for capital expenditures of $103.3 million, investments in four new non-consolidated affiliates and acquisitions of a business of $33.3 million, as discussed below, repurchases of common stock in the amount of $30.0 million and dividends paid of $11.0 million. Partially offsetting the decrease was cash generated by operating activities of $339.8 million. Cash from operating activities for 2010 increased $93.5 million compared to 2009, primarily as a result of higher net earnings in 2010 compared to 2009, partially offset by a prior year increase in net working capital that did not repeat in 2010.

Capital Expenditures, Acquisitions and Other Investing Activities During 2011, Seaboard invested $183.7 million in property, plant and equipment, of which $39.9 million was expended in the Pork segment, $31.2 million in the Marine segment, $22.6 million in the Sugar segment and $84.0 million in the Power segment. The Pork segment expenditures were primarily for additional finishing barns, tractor-trailers and improvements to existing facilities and related equipment. The Marine segment expenditures were primarily for purchases of cargo carrying and handling equipment. In the Sugar segment, the capital expenditures were primarily for the completion of the cogeneration plant with the remaining amount for normal upgrades to existing operations. The cogeneration plant became fully operational in October 2011. The Power segment expenditures were primarily used for the construction of a 106 megawatt power generating facility, which will operate in the Dominican Republic. The power generating facility is anticipated to begin commercial operations in March 2012. The total cost of the project is estimated to be approximately $133.0 million, including capitalized interest. All other capital expenditures were of a normal recurring nature and primarily included replacements of machinery and equipment, and general facility modernizations and upgrades.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The total 2012 capital expenditures budget is $166.2 million. The Pork segment plans to spend $50.3 million primarily for additional finishing barns, a new feed mill and improvements to existing facilities and related equipment. The Marine segment has budgeted $40.1 million primarily for additional cargo carrying and handling equipment. In addition, management will be evaluating whether to purchase additional containerized cargo vessels for the Marine segment and dry bulk vessels for the Commodity Trading and Milling segment during 2012. The Sugar segment plans to spend $40.4 million primarily for expansion of cane growing operations and normal upgrades to existing operations. The Power segment plans to spend $19.6 million primarily for the completion of the new power generating facility project discussed above. The balance of $15.8 million is planned to be spent in all other businesses. Management anticipates paying for these capital expenditures from available cash, the use of available short-term investments and/or Seaboards available borrowing capacity.

SEABOARD CORPORATION Managements Discussion & Analysis

During 2010, Seaboard invested $103.3 million in property, plant and equipment, of which $9.6 million was expended in the Pork segment, $28.4 million in the Marine segment, $30.6 million in the Sugar segment, $31.7 million in the Power segment and $3.0 million in the remaining businesses. The capital expenditures for the Pork segment were primarily for improvements to existing facilities and related equipment. Capital expenditures for the Marine segment included $23.5 million spent to purchase cargo carrying and handling equipment. The capital expenditures for the Sugar segment were primarily for construction of the co-generation power plant with the remaining capital expenditures for normal upgrades to existing operations. Capital expenditures for the Power segment were primarily used for the construction of the power generation facility discussed above All other capital expenditures were primarily of a normal recurring nature and primarily included replacement of machinery and equipment, and general facility modernizations and upgrades.

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

Effective, January 1, 2012, Seaboard increased its ownership interest in PS International, LLC (PSI), a specialty grain trading business located in Chapel Hill, North Carolina, from 50% to 70% by making an initial cash payment of $3.7 million in January 2012. During the fourth quarter of 2011, Seaboard provided a $35.0 million line of credit to this then 50% owned, non-consolidated affiliate. Seaboard initially acquired a 50% non-controlling interest in PSI in late March 2010 for $7.7 million. See Note 4 to the Consolidated Financial Statements for further discussion of these transactions.

In December 2011, Seaboard made an $8.5 million advance capital lease payment to begin operations in 2012 of a flour mill in Ghana. See Note 13 to the Consolidated Financial Statements for further discussion.

During the third quarter of 2011, Seaboard provided a term loan of $13.0 million to its non-consolidated affiliate, Butterball, LLC (Butterball). Also during the third quarter of 2011, Seaboard made an additional capital contribution of $5.6 million in Butterball. On December 6, 2010, Seaboard acquired its 50 percent non-controlling voting interest in Butterball for a cash purchase price of $177.5

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document million. In connection with this investment, Seaboard provided to Butterball $100.0 million of subordinated financing. See Note 4 to the Consolidated Financial Statements for further discussion of these transactions.

On April 8, 2011, Seaboard closed the sale of its two power generating facilities in the Dominican Republic for $73.1 million. See Note 13 to the Consolidated Financial Statements for further discussion.

During the fourth quarter of 2010, Seaboard acquired a 25 percent non-controlling interest in a commodity trading business in Australia for $5.0 million. Also during the fourth quarter of 2010, Seaboard invested $10.5 million in a newly-combined poultry business in Africa for a 50 percent non-controlling interest.

During the third quarter of 2010, Seaboard acquired a majority interest in a commodity origination, storage and processing business in Canada for approximately $6.7 million. The assets acquired included cash of $1.2 million. Also during the third quarter of 2010, Seaboard finalized an agreement to invest in a bakery to be built in Central Africa for a 50 percent non-controlling interest in this business. During 2011 and 2010, Seaboard invested $11.4 million and $10.1 million, respectively, for a total of $21.5 million as of December 31, 2011 in this project. The total project cost is estimated to be $60.5 million, but Seaboards total investment has not yet been determined pending finalization of third party financing alternatives for a portion of the project. The bakery is not anticipated to be fully operational until the second half of 2012.

During 2010, Seaboard agreed to invest in various limited partnerships as a limited partner that are expected to enable Seaboard to obtain certain low income housing tax credits over a period of approximately ten years. The total commitment is approximately $17.5 million. As of December 31, 2011, Seaboard had invested a total of $4.7 million in these partnerships with the remaining investment anticipated to be made in 2012.

SEABOARD CORPORATION Managements Discussion & Analysis

Financing Activities, Debt and Related Covenants The following table presents a summary of Seaboards available borrowing capacity as of December 31, 2011. At December 31, 2011, there were no borrowings outstanding under the committed line of credit and borrowings under the uncommitted lines of credit totaled $16.2 million, all related to foreign subsidiaries. Letters of credit reduced Seaboards borrowing capacity under its committed and uncommitted credit lines by $48.1 million and $25.0 million, respectively, primarily representing $26.4 million for Seaboards outstanding Industrial Development Revenue Bonds and $21.5 million related to insurance coverage.

Total amount (Thousands of dollars) available

Long-term credit facility committed $ 300,000 Short-term uncommitted demand notes 182,966 Total borrowing capacity 482,966 Amounts drawn against lines (16,219) Letters of credit reducing borrowing availability (73,123) Available borrowing capacity at December 31, 2011 $ 393,624

On September 17, 2010, Seaboard entered into a credit agreement for $114.0 million at a fixed rate of 5.34% for the financing of the construction of the new power generating facility in the Dominican Republic, as discussed above. The credit agreement will mature

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document in December 2021 and is secured by the power generating facility. During 2011, Seaboard borrowed $65.0 million from the credit agreement. At December 31, 2011, $81.3 million had been borrowed from this credit facility. It is currently anticipated the remaining $32.7 million will be borrowed during 2012.

Seaboard has capacity under existing loan covenants to undertake additional debt financings of approximately $1,883.0 million. As of December 31, 2011, Seaboard was in compliance with all restrictive covenants related to these loans and facilities. See Note 8 to the Consolidated Financial Statements for a summary of the material terms of Seaboards credit facilities, including financial ratios and covenants.

Scheduled long-term debt maturities are $40.9 million, $8.7 million and $16.1 million over the three years ending December 31, 2014. As of December 31, 2011, Seaboard had cash and short-term investments of $394.8 million, total working capital of $1,070.6 million and a $300.0 million committed line of credit maturing on July 10, 2013. Accordingly, management believes Seaboards combination of internally generated cash, liquidity, capital resources and borrowing capabilities will be adequate for its existing operations and any currently known potential plans for expansion of existing operations or business segments for 2012. Management does, however, periodically review various alternatives for future financing to provide additional liquidity for future operating plans. 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 December 31, 2011, $100.8 million of the $394.8 million of cash and short-term investments were held by Seaboards foreign subsidiaries and Seaboard could be required to accrue and pay taxes to repatriate these funds if needed for Seaboards operations in the U.S. However, Seaboards intent is to permanently reinvest these funds outside the U.S. and current plans do not demonstrate a need to repatriate them to fund Seaboards U.S. operations.

As of December 31, 2011, Seaboard believes its exposure to the current potential European sovereign debt problems is not material. Seaboard monitors these exposures and currently does not believe there is a significant risk.

On November 6, 2009, the Board of Directors authorized up to $100.0 million for a new share repurchase program, which was extended by the Board of Directors through October 31, 2012. Seaboard used cash to repurchase 5,282 shares of common stock at a total price of $10.0 million in 2011, 20,879 shares of common stock at a total price of $30.0 million in 2010 and 3,668 shares of common stock at a total price of $3.4 million in 2009. See Note 12 to the Consolidated Financial Statements for further discussion. Seaboard did not pay any dividends in 2011 and currently does not intend to declare or pay any dividends during 2012 as there was a prepayment of the annual 2011 and 2012 dividends in December 2010.

SEABOARD CORPORATION Managements Discussion & Analysis

Contractual Obligations and Off-Balance Sheet Arrangements The following table provides a summary of Seaboards contractual cash obligations as of December 31, 2011.

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

Vessel time and voyage-charter commitments $ 321,350 $ 101,087 $ 76,355 $ 44,947 $ 98,961 Contract grower finishing agreements 66,089 11,673 19,765 17,732 16,919 Other operating lease payments 261,509 17,920 29,263 26,560 187,766

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Total lease obligations 648,948 130,680 125,383 89,239 303,646 Long-term debt 157,252 40,885 24,773 16,264 75,330 Other long-term liabilities 86,209 8,309 4,389 11,242 62,269 Short-term notes payable 16,219 16,219 Other purchase commitments 1,336,309 827,134 235,281 200,153 73,741 Total contractual cash obligations and commitments $ 2,244,937 $ 1,023,227 $ 389,826 $ 316,898 $ 514,986

The Marine segment enters into contracts to time-charter vessels for use in its operations. To support the operations of the Pork segment, Seaboard has contract grower finishing agreements in place with farmers to raise a portion of Seaboards hogs. Seaboard has entered into grain and feed ingredient purchase contracts to support the live hog operations of the Pork segment, and has contracted for the purchase of additional hogs from third parties. The Commodity Trading and Milling segment enters into commodity purchase contracts and ocean freight contracts, primarily to support sales commitments. Seaboard also leases various facilities and equipment under non-cancelable operating lease agreements. See Note 11 to the Consolidated Financial Statements for a further discussion and for a more detailed listing of other purchase commitments.

Other long-term liabilities in the table above represent expected benefit payments for various non-qualified pension plans and supplemental retirement arrangements as discussed in Note 10 to the Consolidated Financial Statements, which are unfunded obligations that are deemed to be employer contributions. No contributions are planned at this time to the two qualified pension plans. Non-current deferred income taxes and certain other long-term liabilities on the Consolidated Balance Sheet are not included in the table above as management is unable to reliably estimate the timing of the payments for these items. In addition, deferred revenues and other deferred credits included in other long-term liabilities on the Consolidated Balance Sheet have been excluded from the table above since they do not represent contractual obligations.

Seaboard has issued $1.3 million of guarantees to support certain activities of non-consolidated affiliates and third parties who provide services for Seaboard. See Note 11 to the Consolidated Financial Statements for a detailed discussion.

RESULTS OF OPERATIONS Net sales for the years ended December 31, 2011, 2010 and 2009 were $5,746.9 million, $4,385.7 million and $3,601.3 million, respectively. The increase in net sales for 2011 compared to 2010 primarily reflected increased prices for and volumes of commodities traded and also an increase in overall sale prices for pork products. The increase in net sales for 2010 compared to 2009 primarily reflected an increase in sale prices for pork products, increased commodities trading volumes and higher cargo volumes for the Marine segment.

Operating income for the years ended December 31, 2011, 2010 and 2009 were $407.2 million, $321.1 million and $23.7 million, respectively. The increase for 2011 compared to 2010 reflects a one-time gain on sale of power generating facilities of $52.9 million. The increase also reflected $33.8 million fluctuation of marking to market Commodity Trading and Milling derivative contracts, as discussed below, higher sugar prices and higher pork prices. The increases were partially offset by write-downs of $15.4 million in 2011 for certain grain inventories for customer contract performance issues as discussed below and declining performance in the Marine segment from higher operating costs. The 2010 increase compared to 2009 primarily reflected higher Pork segment margins and, to a lesser extent, increased margins for the Sugar segment and the Marine segment, as discussed below.

SEABOARD CORPORATION Managements Discussion & Analysis

Pork Segment

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (Dollars in millions) 2011 2010 2009 Net sales $ 1,744.6 $ 1,388.3 $ 1,065.3 Operating income (loss) $ 259.3 $ 213.3 $ (15.0)

Net sales for the Pork segment increased $356.3 million for the year ended December 31, 2011 compared to 2010. The increase primarily reflected an increase in overall sales prices for pork products and, to a lesser extent, increased sales prices for and volume of biodiesel, and also higher volume of pork products sold.

Operating income for the Pork segment increased $46.0 million for the year ended December 31, 2011 compared to 2010. The increase was primarily a result of higher sales prices and, to a lesser extent, higher volumes of pork products sold and an increase in payments received from the U.S. Government for biodiesel production in 2011 compared to 2010. Partially offsetting the increase was higher feed costs primarily from higher corn prices and to a lesser degree, higher costs for hogs purchased from third parties and the impact of using the LIFO method for determining certain inventory costs. LIFO decreased operating income $33.7 million in 2011 compared to $1.3 million in 2010 primarily as a result of higher costs to purchase corn during 2011. Also, during the third quarter of 2011, a $5.6 million impairment charge was incurred related to the ham boning plant in Mexico. See Note 13 to the Consolidated Financial Statements for further discussion of the impairment charge.

Management is unable to predict future market prices for pork products or the cost of feed and hogs purchased from third parties. The Federal tax credits for biodiesel produced by Seaboard expired on December 31, 2011 and currently management does not anticipate these credits to be renewed for 2012. However, management anticipates positive operating income for this segment for 2012, although at a lower level than 2011.

Net sales of the Pork segment increased $323.0 million for the year ended December 31, 2010, compared to 2009. The increase primarily reflected an increase in overall sales prices for pork products. Operating income increased $228.3 million for the year ended December 31, 2010, compared with 2009. The increase was primarily a result of higher sales prices, partially offset by higher costs for hogs purchased from third parties.

Commodity Trading and Milling Segment

(Dollars in millions) 2011 2010 2009 Net sales $ 2,689.8 $ 1,808.9 $ 1,531.6

Operating income as reported $ 43.2 $ 34.4 $ 24.8 Less mark-to-market adjustments (16.6) 17.2 14.5 Operating income excluding mark-to-market adjustments $ 26.6 $ 51.6 $ 39.3

Income from affiliates $ 13.4 $ 21.0 $ 19.1

Net sales for the Commodity Trading and Milling segment increased $880.9 million for the year ended December 31, 2011 compared to 2010. The increase is primarily the result of increased prices for wheat and corn, and increased volumes of commodities sold to both third parties and non-consolidated affiliates. In addition, $101.1 million in net sales were recognized in the first quarter of 2011 related to previously deferred costs and deferred revenues under contracts for which the final sale prices were not fixed and determinable until the first quarter of 2011. As worldwide commodity price fluctuations cannot be predicted, management is unable to predict the level of future sales.

Operating income increased $8.8 million for the year ended December 31, 2011, compared to 2010. The increase primarily reflects the $33.8 million fluctuation of marking to market the derivative contracts in 2011, as discussed below. Excluding the effects of these derivative contracts, operating income decreased $25.0 million for 2011 compared to 2010. The decrease was primarily the result of certain grain inventory write-downs of $15.4 million in 2011 for various customer contract performance issues. The decrease was also

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the result of, but to a lesser extent, higher selling, general and administrative expenses primarily from higher personnel costs and bad debt expense.

Due to the uncertain political and economic conditions in the countries in which Seaboard operates and the current volatility in the commodity markets, management is unable to predict future sales and operating results for this segment. However, management anticipates positive operating income for this segment in 2012, excluding the potential effects of marking to market derivative contracts.

SEABOARD CORPORATION Managements Discussion & Analysis

Had Seaboard not applied mark-to-market accounting to its derivative instruments, operating income for this segment in 2011 would have been lower by $16.6 million and in 2010 and 2009 would have been higher by $17.2 million and $14.5 million, respectively. While management believes its commodity futures and options and foreign exchange contracts are primarily economic hedges of its firm purchase and sales contracts or anticipated sales contracts, Seaboard does not perform the extensive record-keeping required to account for these types of transactions as hedges for accounting purposes. Accordingly, while the changes in value of the derivative instruments were marked to market, the changes in value of the firm purchase or sales contracts were not. As products are delivered to customers, these existing mark-to-market adjustments should be primarily offset by realized margins or losses as revenue is recognized over time and thus, these mark-to-market adjustments could reverse in fiscal 2012. Management believes eliminating these adjustments, as noted in the table above, provides a more reasonable presentation to compare and evaluate period-to-period financial results for this segment.

Income from affiliates for the year ended December 31, 2011 decreased by $7.6 million from 2010. The decrease primarily represents unfavorable market conditions for certain affiliates. Partially offsetting this decrease was a $5.1 million gain (Seaboards proportionate share) recognized in the fourth quarter of 2011 as a result of Seaboards non-consolidated affiliate in Haitis final insurance settlement for the 2010 earthquake. Based on the uncertainty of local political and economic environments in the countries in which these businesses operate, management cannot predict future results.

Net sales of the Commodity Trading and Milling segment increased $277.3 million for the year ended December 31, 2010, compared to 2009. The increase is primarily the result of increased volumes of commodities sold to third parties, principally corn, soybean meal and soybeans and, to a lesser extent, increased prices for wheat and corn during the fourth quarter of 2010. Partially offsetting this increase was a decrease in commodity trading volumes to non-consolidated affiliates.

Operating income increased $9.6 million for 2010, compared to 2009. The increase primarily reflects the write-down of $8.8 million of certain grain inventories for various customer contract performance issues and related lower of cost or market adjustments, as discussed further in Note 3 to the Consolidated Financial Statements. Also, the increase reflects the $2.7 million fluctuation of marking to market the derivative contracts, as discussed above.

Income from affiliates for the year ended December 31, 2010 increased $1.9 million from 2009, primarily as a result of favorable market conditions for certain affiliates.

Marine Segment

(Dollars in millions) 2011 2010 2009 Net sales $ 928.5 $ 853.6 $ 737.6 Operating income (loss) $ (3.9) $ 47.6 $ 24.1

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Net sales of the Marine segment increased $74.9 million for the year ended December 31, 2011, compared to 2010 primarily as the result of increased rates in most markets served during 2011 and, to a lesser extent higher cargo volumes as economic activity generally increased in 2011 compared to 2010.

Operating income decreased by $51.5 million for the year ended December 31, 2011, compared to 2010. The decrease was primarily the result of cost increases for fuel, trucking and charterhire on a per unit shipped basis. Partially offsetting the decrease was higher cargo rates as discussed above. Management cannot predict changes in future cargo volumes and cargo rates or to what extent changes in economic conditions in markets served will affect net sales or operating income during 2012. Based on higher fuel and trucking costs, management currently cannot predict if this segment will be profitable in 2012.

Net sales of the Marine segment increased $116.0 million for the year ended December 31, 2010, compared to 2009 primarily as a result of higher cargo volumes in most markets served during 2010 as economic activity increased. The growth in volume was partially offset by overall lower cargo rates in 2010 as cargo rates in the first quarter of 2009 had just started to decline from the impacts of the slow economic conditions and continued to decline for most of 2009. Overall, cargo rates remained fairly constant during 2010 but increased slightly during the second half of 2010 compared to the same period in 2009.

SEABOARD CORPORATION Managements Discussion & Analysis

Operating income increased by $23.5 million for the year ended December 31, 2010, compared to 2009. The increase was primarily the result of cost decreases for charter hire and, to a lesser extent, certain terminal and other operating costs on a per unit shipped basis. Partially offsetting the increase were lower cargo rates, as discussed above, and higher fuel costs for vessels and increased trucking costs on a per unit shipped basis.

Sugar Segment

(Dollars in millions) 2011 2010 2009 Net sales $ 259.8 $ 196.0 $ 143.0 Operating income (loss) $ 65.1 $ 31.7 $ (0.9) Income from affiliates $ 0.4 $ 1.0 $ 1.0

Net sales of the Sugar segment increased $63.8 million for the year ended December 31, 2011 compared to 2010. The increase primarily reflects increased domestic sugar prices partially offset by lower volumes. Management cannot predict sugar prices for 2012. The cogeneration plant, discussed above, became fully operational in October 2011 and it is not anticipated to generate significant revenues until the sugar harvest season, which is between May and November.

Operating income increased $33.4 million for the year ended December 31, 2011 compared to 2010. The increase primarily represents higher margins resulting from the increase in sugar prices discussed above. Management anticipates positive operating income for this segment for 2012, although at a lower level than in 2011.

Net sales of the Sugar segment increased $53.0 million for the year ended December 31, 2010, compared to 2009. The increase primarily reflects increased domestic sugar and alcohol prices and, to a lesser extent, increased alcohol volumes, partially offset by lower sugar volumes produced and sold. During the first quarter of 2010, Seaboard began sales of dehydrated alcohol under the Argentine government bio-ethanol program, which requires alcohol to be blended with gasoline.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Operating income increased $32.6 million during 2010, compared to 2009. The increase primarily represents higher margins from the increase in alcohol and sugar prices discussed above and, to a lesser extent, increased alcohol volumes. In addition, the increase reflected a $5.3 million charge to earnings in 2009 related to the write-down of citrus inventories, the integration and transformation of land previously used for citrus production into sugar cane production and related costs, as discussed in Note 13 to the Consolidated Financial Statements, which did not occur in 2010.

Power Segment

(Dollars in millions) 2011 2010 2009 Net sales $ 111.4 $ 124.0 $ 107.1 Operating income $ 60.8 $ 13.4 $ 8.2

Net sales of the Power segment decreased $12.6 million for the year ended December 31, 2011 compared to 2010 primarily reflecting lower production levels, partially offset by higher rates. The lower production levels are the result of the sale of the power generating facilities as noted below which eliminated production for part of April 2011 and also because only one of the two facilities was subsequently leased and operated. The higher rates were attributable primarily to higher fuel costs, a component of pricing.

Operating income increased $47.4 million for the year ended December 31, 2011 compared to 2010. This increase was primarily a result of the gain on sale of power generating facilities of $52.9 million, partially offset by lower production levels discussed above. See Note 13 to the Consolidated Financial Statements for the sale of certain assets of this business on April 8, 2011, subsequent leasing of one power generating facility and the construction of a new replacement power generating facility.

Management anticipates that sales volumes will be higher for 2012 as a result of the reduced operations in 2011 and the start-up of commercial electricity production from the new power generating facility anticipated in March 2012. Management cannot predict future fuel costs or the extent to which rates will fluctuate compared to fuel costs. However, management anticipates positive operating income for this segment for 2012 although lower than 2011, which included the gain on sale discussed above.

SEABOARD CORPORATION Managements Discussion & Analysis

Net sales of the Power segment increased $16.9 million for 2010, compared to 2009, primarily reflecting higher rates partially offset by lower production levels. The higher rates were attributable primarily to higher fuel costs, a component of pricing, especially during the first half of 2010. Operating income increased $5.2 million during 2010, compared to 2009, primarily as a result of higher rates being in excess of higher fuel costs partially offset by lower production levels. There was no depreciation expense in 2010 related to the assets classified as held for sale, although this was principally offset by increases in certain other production costs.

Turkey Segment

(Dollars in millions) 2011 2010 Income (loss) from affiliate $ 12.7 $ (1.0)

The Turkey segment, accounted for using the equity method, represents Seaboards investment in Butterball. See Note 4 to the Consolidated Financial Statements for discussion of Seaboards investment in Butterball, which occurred on December 6, 2010. Accordingly, the loss from affiliate for 2010 above represents the period from December 6, 2010 to December 31, 2010. During the third quarter of 2011, management of Butterball announced the closing of its Longmont, Colorado facilities by December 31, 2011, resulting in an impairment of fixed assets charge and accrued severance charges. Seaboards proportionate share of these charges in the second

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document half of 2011 was $3.0 million recognized in income from affiliate for 2011. Also included in the income from affiliate for 2011 is a $2.6 million loss (Seaboards proportionate share) from interest rate exchange agreements as a result of fluctuating interest rates. Management anticipates positive income for 2012, excluding the potential effects of marking to market commodity derivative contracts and interest rate exchange agreements.

Selling, General and Administrative Expenses Selling, general and administrative (SG&A) expenses for the year ended December 31, 2011 increased by $15.8 million over 2010 to $220.7 million. This increase was primarily the result of increased personnel costs in most segments partially offset by lower costs related to Seaboards deferred compensation programs (which are offset by the mark-to-market investments recorded in Other Investment Income, Net discussed below). As a percentage of revenues, SG&A decreased to 3.8% for 2011 compared to 4.7% for 2010 primarily as a result of increased sales in the Commodity Trading and Milling and Pork segments.

SG&A expenses for the year ended December 31, 2010 increased by $11.0 million over 2009 to $204.9 million. This increase was primarily due to increased personnel costs in most segments and, to a lesser extent, project development costs including the Butterball transaction. As a percentage of revenues, SG&A decreased to 4.7% for 2010, compared to 5.4% for 2009, primarily as a result of increased sales in the Pork and Commodity Trading and Milling segments.

Interest Expense Interest expense totaled $6.9 million, $5.6 million and $13.2 million for the years ended December 31, 2011, 2010 and 2009, respectively. Interest expense increased for 2011 compared to 2010, primarily from higher average interest rates on total borrowings outstanding. Interest expense decreased for 2010 compared to 2009, primarily as a result of a lower average level of total borrowings outstanding during 2010 and, to a lesser extent, lower average interest rates on total borrowings outstanding during 2010. In addition, interest expense decreased for 2010, compared to 2009 as a result of more capitalized interest in 2010, compared to 2009.

Interest Income Interest income totaled $10.0 million, $11.1 million and $16.2 million for the years ended December 31, 2011, 2010 and 2009, respectively. The decrease for 2011 primarily reflected a decrease in average funds invested. The decrease for 2010 primarily reflected lower average interest rate on funds invested.

Interest Income from Affiliates Interest income from affiliates totaled $17.8 million, $1.5 million and $1.1 million for the years ended December 31, 2011, 2010 and 2009, respectively. The increase for 2011 compared to 2010 primarily represents interest from notes receivable from Butterball. Seaboard invested in Butterball in December 2010, as noted above.

SEABOARD CORPORATION Managements Discussion & Analysis

Other Investment Income, Net Other investment income, net totaled $0.2 million, $14.1 million and $15.5 million for the years ended December 31, 2011, 2010 and 2009, respectively. The decrease for 2011 compared to 2010 primarily reflected a loss of $1.6 million in 2011 compared to a gain of $4.2 million in 2010 from the mark-to-market value of Seaboards investments related to the deferred compensation programs and realized gains of $0.7 million on short-term investments in 2011 compared to $6.6 million of realized gains for 2010. Other investment income for 2010 also included $2.2 million in syndication fees recognized from the Butterball investment transaction, as noted above.

Foreign Currency Gains, Net

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Foreign currency gains, net totaled $0.7 million, $1.3 million and $2.4 million for the years ended December 31, 2011, 2010 and 2009, respectively. Foreign currency gains, net primarily reflected foreign currency fluctuations from net assets denominated in the Euro Zone euro and the South African rand. These amounts also include foreign currency losses for the Sugar segment from dollar based net liabilities related to foreign currency changes in the Argentine peso. As such local dollar based debt was paid off during December 2011, such losses should not continue in 2012. Seaboard operates in many developing countries. The political and economic conditions of these markets, along with fluctuations in the value of the U.S. dollar, cause volatility in currency exchange rates which exposes Seaboard to fluctuating foreign currency gains and losses which cannot be predicted by Seaboard.

Although Seaboard does not utilize hedge accounting, the commodity trading business does utilize foreign currency exchange contracts to manage its risks and exposure to foreign currency fluctuations primarily related to the South African rand and the Euro Zone euro. Management believes these gains and losses, including the mark-to-market effects, of these foreign currency contracts relate to the underlying commodity transactions and classifies such gains and losses in cost of sales.

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

Miscellaneous, Net Miscellaneous, net totaled $(13.1) million, $(0.4) million and $6.5 million for the years ended December 31, 2011, 2010 and 2009, respectively. Miscellaneous, net included a loss of $14.5 million in 2011 compared to a loss of $1.3 million in 2010 and a gain of $5.3 million in 2009 on interest rate exchange agreements.

Income Tax Expense The change to income tax expense in 2010 from income tax benefit in 2009 is the result of domestic earnings during 2010, compared to domestic losses in 2009.

OTHER FINANCIAL INFORMATION Seaboard is subject to various federal and state regulations regarding environmental protection and land and water use. Among other things, these regulations affect the disposal of livestock waste and corporate farming matters in general. Management believes it is in compliance, in all material respects, with all such regulations. Laws and regulations in the states where Seaboard conducts its pork operations are restrictive. Future changes in environmental or corporate farming laws could adversely affect the manner in which Seaboard operates its business and its cost structure.

Management does not believe its businesses have been materially adversely affected by inflation.

CRITICAL ACCOUNTING ESTIMATES The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Management has identified the accounting estimates believed to be the most important to the portrayal of Seaboards financial condition and results, and which require managements most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Management has reviewed these critical accounting estimates with the Audit Committee of the Board of Directors. These critical accounting estimates include:

Allowance for Doubtful Accounts Seaboard primarily uses a specific identification approach, in managements best judgment, to evaluate the adequacy of this reserve for estimated uncollectible receivables as of the consolidated balance sheet date. Changes in estimates, developing trends and other new information can have a material effect on future evaluations. Furthermore, Seaboards total current and long-term receivables are heavily weighted toward foreign receivables ($315.2 million or 55.0% at December 31, 2011), including foreign receivables due from affiliates ($93.6 million at December 31, 2011), which generally represent more of a collection risk than its domestic receivables. Receivables due from affiliates are generally associated with entities located in foreign countries considered underdeveloped, as discussed below, which can experience conditions causing sudden changes to their ability to repay such receivables on a timely basis or in full. Future collections of receivables or lack thereof could result in a material charge or credit to earnings depending on the ultimate resolution of each individual customer past due receivable. Bad debt expense for the years ended December 31, 2011, 2010 and 2009 was $4.4 million, $2.8 million and $2.1 million, respectively.

Valuation of Inventories Inventories are generally valued at the lower of cost or market. In determining market, management makes assumptions regarding replacement costs, estimated sales prices, estimated costs to complete, estimated disposal costs and normal profit margins. For commodity trading inventories, when contract performance by a customer becomes a concern, management must also evaluate available options to dispose of the inventory, including assumptions about potential negotiated changes to sales contracts, sales prices in alternative markets in various foreign countries and potentially additional transportation costs. At times, management must consider probability weighting various viable alternatives in its determination of the net realizable value of the inventories. These assumptions and probabilities are subjective in nature, and are based on managements best estimates and judgments existing at the time of preparation. Changes in future market prices of grains or facts and circumstances could result in a material write-down in value of inventory or decreased future margins on the sale of inventory. See Note 13 to the Consolidated Financial Statements for further discussion on the Commodity Trading and Milling segment and its $15.4 million and $8.8 million in write-downs of inventories in 2011 and 2009, respectively.

Impairment of Long-Lived Assets At each balance sheet date, long-lived assets, primarily property, plant and equipment, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Some of the key assumptions utilized in determining future projected cash flows include estimated growth rates, expected future sales prices and estimated costs. In some cases, judgment is also required in assigning probability weighting to the various future cash flow scenarios. The probability weighting percentages used and the various future projected cash flow models prepared by management are based on facts and circumstances existing at the time of preparation and managements best estimates and judgment of future operating results. Seaboard cannot predict the occurrence of certain future events that might adversely affect the reported value of long-lived assets, which include, but are not limited to, a change in the business climate, government incentives, a negative change in relationships with significant customers, and changes to strategic decisions made in response to economic and competitive conditions. Changes in these facts, circumstances and managements estimates and judgment could result in an impairment of fixed assets resulting in a material charge to earnings. See Note 5 to the Consolidated Financial Statements for further discussion on the Pork Segment and its $5.6 million impairment charge recorded in cost of sales in 2011 related to its ham-boning and processing plant in Mexico.

Goodwill and Other Intangible Assets Goodwill and other indefinite-life intangible assets, not subject to amortization, are evaluated annually for impairment at the quarter end closest to the anniversary date of the acquisition, or more frequently if circumstances indicate that impairment is possible. The impairment tests require management to make judgments in determining what assumptions to use in estimating fair value. One of the methods used by Seaboard to determine fair value is the income approach using discounted future projected cash flows. Some of the key assumptions utilized in determining future projected cash flows include estimated growth rates, expected future sales prices and costs, and future capital expenditures requirements. In some cases, judgment is also required in assigning

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document probability weighting to the various future cash flow scenarios. The probability weighting percentages used and the various future projected cash flow models prepared by management are based on facts and circumstances existing at the time of preparation and managements best estimates and judgment of future operating results. Seaboard cannot predict the occurrence of certain future events that might adversely affect the reported value of goodwill and indefinite-life intangible assets that may include, but are not limited to, a change

SEABOARD CORPORATION Managements Discussion & Analysis in the business climate, a negative change in relationships with significant customers and changes to strategic decisions, including decisions to expand made in response to economic and competitive conditions. Changes in these facts, circumstances and managements estimates and judgment could result in an impairment of goodwill and/or other intangible assets resulting in a material charge to earnings. At December 31, 2011, Seaboard had goodwill of $40.6 million and other intangible assets not subject to amortization of $17.0 million.

Income Taxes Income taxes are determined by management based on current tax regulations in the various worldwide taxing jurisdictions in which Seaboard conducts its business. In various situations, accruals have been made for estimates of the tax effects for certain transactions, business structures, the estimated reversal of timing differences and future projected profitability of Seaboards various business units based on managements interpretation of existing facts, circumstances and tax regulations. Should new evidence come to managements attention which could alter previous conclusions or if taxing authorities disagree with the positions taken by Seaboard, the change in estimate could result in a material adverse or favorable impact on the financial statements. As of December 31, 2011, Seaboard has deferred tax assets of $109.2 million, net of the valuation allowance of $16.3 million, and deferred tax liabilities of $152.3 million. For the years ended December 31, 2011, 2010 and 2009, income tax expense included $(1.9) million, $13.4 million and $(11.5) million, respectively, for deferred taxes to federal, foreign, state and local taxing jurisdictions.

Accrued Pension Liability The measurement of Seaboards pension liability and related expense is dependent on a variety of assumptions and estimates regarding future events. These assumptions include discount rates, assumed rate of return on plan assets, compensation increases, turnover rates, mortality rates and retirement rates. The discount rate and return on plan assets are important elements of liability and expense measurement, and are reviewed on an annual basis. The effect of decreasing both the discount rate and assumed rate of return on plan assets by 50 basis points would be an increase in pension expense of approximately $1.7 million per year. The effects of actual results differing from the assumptions (i.e., gains or losses) are primarily accumulated in accrued pension liability and amortized over future periods if it exceeds the 10 percent corridor and, therefore, could affect Seaboards recognized pension expense in such future periods, as permitted under U.S. GAAP. Accordingly, accumulated gains or losses in excess of the 10 percent corridor are amortized over the average future service of active participants. See Note 10 to the Consolidated Financial Statements for further discussion of managements assumptions.

DERIVATIVE INFORMATION Seaboard is exposed to various types of market risks in its day-to-day operations. Primary market risk exposures result from changing commodity prices, foreign currency exchange rates and interest rates. Derivatives are used to manage these overall market risks; however, Seaboard does not perform the extensive record-keeping required to account for derivative transactions as hedges. Management believes it uses derivatives primarily as economic hedges, although they do not qualify as hedges for accounting purposes. Since these derivatives are not accounted for as hedges, fluctuations in the related prices could have a material impact on earnings in any given year. Seaboard also enters into speculative derivative transactions related to its market risks.

Changes in commodity prices affect the cost of necessary raw materials and other inventories, finished product sales and firm sales commitments. Seaboard uses various grain and oilseed futures and options purchase contracts to manage certain risks of increasing prices of raw materials and firm sales commitments or anticipated sales contracts. Short sales contracts are then used to offset the open purchase

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document derivatives when the related commodity inventory is purchased in advance of the derivative maturity, effectively offsetting the initial futures or option purchase contract. From time to time, hog futures are used to manage risks of increasing prices of live hogs acquired for processing, and hog futures are used to manage risks of fluctuating prices of pork product inventories and related future sales. From time to time, Seaboard may enter into short positions in energy related resources (i.e., heating oil, crude oil, etc.) to manage certain exposures related to bio-energy margins. Inventories that are sensitive to changes in commodity prices, including carrying amounts at December 31, 2011 and 2010, are presented in Note 3 to the Consolidated Financial Statements. Raw material requirements, finished product sales and firm sales commitments are also sensitive to changes in commodity prices.

Because changes in foreign currency exchange rates affect the cash paid or received on foreign currency denominated receivables and payables, Seaboard manages certain of these risks through the use of foreign currency forward exchange agreements. Changes in interest rates affect the cash required to service variable rate debt. From time to time, Seaboard uses interest rate swaps to manage risks of increasing interest rates.

SEABOARD CORPORATION Managements Discussion & Analysis

During 2010, Seaboard entered into four 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 four notional amounts of $25.0 million each. While Seaboard has certain variable rate debt, these interest rate exchange agreements do not qualify as hedges for accounting purposes. Accordingly, the changes in fair value of these agreements are recorded in Miscellaneous, net in the Consolidated Statement of Earnings.

The following table presents the sensitivity of the fair value of Seaboards open net commodity future and option contracts, foreign currency contracts and interest rate exchange agreements to a hypothetical 10 percent adverse change in market prices or in foreign exchange rates and interest rates as of December 31, 2011 and December 31, 2010. For all open derivatives, the fair value of such positions is a summation of the fair values calculated for each item by valuing each net position at quoted market prices as of the applicable date.

(Thousands of dollars) December 31, 2011 December 31, 2010 Grains and oilseeds $ 6,628 $ 3,787 Hogs and pork bellies 201 3,809 Energy related resources 478 459 Foreign currencies 17,885 22,415 Interest rates 1,393 2,636

The table below provides information about Seaboards non-trading financial instruments sensitive to changes in interest rates at December 31, 2011. For debt obligations, the table presents principal cash flows and related weighted average interest rates by expected maturity dates. At December 31, 2011, long-term debt included foreign subsidiary obligations of $81.3 million payable in U.S. dollars and $0.2 million payable in Argentine pesos. At December 31, 2010, long-term debt included foreign subsidiary obligations of $16.4 million denominated in U.S. dollars and $0.2 million payable in Argentine pesos. Weighted average variable rates are based on rates in place at the reporting date. Short-term instruments, including short-term investments, non-trade receivables and current notes payable have carrying values that approximate market and are not included in this table due to their short-term nature.

(Dollars in thousands) 2012 2013 2014 2015 2016 Thereafter Total Long-term debt:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Fixed rate $ 40,679 $ 8,688 $ 8,285 $ 8,132 $ 8,132 $ 41,330 $ 115,246 Average interest rate 6.69% 6.02% 5.54% 5.34% 5.34% 5.52% 5.95% Variable rate $ 206 $ $ 7,800 $ $ $ 34,000 $ 42,006 Average interest rate 7.00% 1.27% 1.66% 1.61%

Non-trading financial instruments sensitive to changes in interest rates at December 31, 2010 consisted of fixed rate long-term debt totaling $51.1 million, with an average interest rate of 6.66 percent and variable rate long-term debt totaling $42.0 million, with an average interest rate of 1.70 percent.

SEABOARD CORPORATION Managements Reports

Managements Responsibility for Consolidated Financial Statements The management of Seaboard Corporation and its consolidated subsidiaries (Seaboard) is responsible for the preparation of its consolidated financial statements and related information appearing in this report. Management believes that the consolidated financial statements fairly present Seaboards financial position and results of operations in conformity with U.S. generally accepted accounting principles, and necessarily includes amounts that are based on estimates and judgments which it believes are reasonable based on current circumstances with due consideration given to materiality.

Management relies on a system of internal controls over financial reporting that is designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordance with company policy and U.S. generally accepted accounting principles and are properly recorded, and accounting records are adequate for preparation of financial statements and other information and disclosures. The concept of reasonable assurance is based on recognition that the cost of a control system should not exceed the benefits expected to be derived, and such evaluations require estimates and judgments. The design and effectiveness of the system are monitored by a professional staff of internal auditors.

All internal control systems, no matter how well designed, have inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance, and is subject to lapses in judgment and breakdowns resulting from human failures. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Board of Directors pursues its review of auditing, internal controls and financial statements through its audit committee, composed entirely of independent directors. In the exercise of its responsibilities, the audit committee meets periodically with management, with the internal auditors and with the independent registered public accounting firm to review the scope and results of audits. Both the internal auditors and the independent registered public accounting firm have unrestricted access to the audit committee, with or without the presence of management.

Managements Report on Internal Control Over Financial Reporting The management of Seaboard Corporation and its consolidated subsidiaries (Seaboard) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision, and with the participation of management and its Internal Audit Department, Seaboard conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under the framework in Internal Control - Integrated Framework, management concluded that Seaboards internal control over financial reporting was effective as of December 31, 2011.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Seaboards registered independent public accounting firm, that audited the consolidated financial statements included in the annual report, has issued an audit report on the effectiveness of Seaboards internal control over financial reporting. Their report is included herein.

SEABOARD CORPORATION Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Seaboard Corporation:

We have audited the accompanying consolidated balance sheets of Seaboard Corporation and subsidiaries (the Company) as of December 31, 2011 and 2010 and the related consolidated statements of earnings, changes in equity, and cash flows for each of the years in the three- year period ended December 31, 2011. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Seaboard Corporation and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Seaboard Corporations internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 28, 2012 expressed an unqualified opinion on the effectiveness of the Companys internal control over financial reporting.

Kansas City, Missouri February 28, 2012

SEABOARD CORPORATION Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders

We have audited Seaboard Corporations internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Seaboard Corporations management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Seaboard Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Seaboard Corporation and subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of earnings, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2011, and our report dated February 28, 2012 expressed an unqualified opinion on those consolidated financial statements.

Kansas City, Missouri February 28, 2012

Years ended December 31, (Thousands of dollars except per share amounts) 2011 2010 2009 Net sales: Products (includes sales to affiliates of $808,834, $500,265 and $543,066) 4,666,172 3,354,348 2,718,736 Service revenues 969,339 907,320 775,498 Other 111,391 124,034 107,074 Total net sales 5,746,902 4,385,702 3,601,308 Cost of sales and operating expenses: Products 4,196,360 2,980,606 2,619,396 Services 879,199 775,637 671,598 Gain on sale of power generating facilities (52,923) Other 96,383 103,465 92,701 Total cost of sales and operating expenses 5,119,019 3,859,708 3,383,695 Gross income 627,883 525,994 217,613 Selling, general and administrative expenses 220,679 204,928 193,890 Operating income 407,204 321,066 23,723 Other income (expense): Interest expense (6,868) (5,632) (13,158) Interest income 10,004 11,088 16,213 Interest income from affiliates 17,826 1,543 1,123 Income from affiliates 26,621 20,965 20,158 Other investment income, net 249 14,145 15,500 Foreign currency gain, net 651 1,254 2,432 Gain on disputed sale, net of expenses 16,787 Miscellaneous, net (13,079) (384) 6,463 Total other income, net 35,404 42,979 65,518 Earnings before income taxes 442,608 364,045 89,241 Income tax benefit (expense) (99,051) (81,033) 2,276 Net earnings $ 343,557 $ 283,012 $ 91,517 Less: Net loss attributable to noncontrolling interests 2,290 599 965 Net earnings attributable to Seaboard $ 345,847 $ 283,611 $ 92,482

Earnings per common share $ 284.66 $ 231.69 $ 74.74

Weighted average shares outstanding 1,214,934 1,224,092 1,237,452

Dividends declared per common share $ $ 9.00 $ 3.00

See accompanying notes to consolidated financial statements.

SEABOARD CORPORATION

December 31, (Thousands of dollars except per share amounts) 2011 2010 Assets Current assets: Cash and cash equivalents $ 71,510 $ 41,124 Short-term investments 323,256 332,205 Receivables: Trade 280,279 243,786 Due from affiliates 126,616 75,771 Other 81,255 48,557 488,150 368,114 Allowance for doubtful accounts (10,941) (8,170) Net receivables 477,209 359,944 Inventories 644,930 533,761 Deferred income taxes 23,203 18,393 Deferred costs 84,141 Other current assets 91,934 115,844 Total current assets 1,632,042 1,485,412 Investments in and advances to affiliates 364,840 331,322 Net property, plant and equipment 796,822 701,131 Notes receivable from affiliate 110,903 90,109 Goodwill 40,628 40,628 Intangible assets, net 19,496 19,746 Other assets 41,997 65,738 Total Assets $ 3,006,728 $ 2,734,086 Liabilities and Stockholders' Equity Current liabilities: Notes payable to banks $ 16,219 $ 78,729 Current maturities of long-term debt 40,885 1,697 Accounts payable 151,869 146,265 Accrued compensation and benefits 114,323 102,003 Deferred revenue 29,147 122,344 Deferred revenue from affiliates 27,806 38,719 Accrued voyage costs 46,399 39,515 Accrued commodity inventory 54,357 34,099 Other accrued liabilities 80,404 74,824 Total current liabilities 561,409 638,195 Long-term debt, less current maturities 116,367 91,407 Deferred income taxes 66,300 75,695 Accrued pension liability 106,673 78,817 Other liabilities and deferred credits 76,512 71,723 Total non-current liabilities 365,852 317,642 Commitments and contingent liabilities Stockholders' equity: Common stock of $1 par value. Authorized 1,250,000 shares; issued and outstanding 1,210,597 and 1,215,879 shares 1,211 1,216

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Accumulated other comprehensive loss (156,065) (123,907) Retained earnings 2,233,778 1,897,897 Total Seaboard stockholders' equity 2,078,924 1,775,206 Noncontrolling interests 543 3,043 Total equity 2,079,467 1,778,249 Total Liabilities and Stockholders' Equity $ 3,006,728 $ 2,734,086

See accompanying notes to consolidated financial statements.

SEABOARD CORPORATION Consolidated Statement of Cash Flows

Years ended December 31, (Thousands of dollars) 2011 2010 2009 Cash flows from operating activities: Net earnings $ 343,557 $ 283,012 $ 91,517 Adjustments to reconcile net earnings to cash from operating activities: Depreciation and amortization 81,223 86,802 91,841 Gain on sale of power generating facilities (52,923) Loss (gain) from sale of fixed assets (1,566) (2,555) 530 Fixed asset impairment charge 5,600 Deferred income taxes (1,558) 12,506 (15,298) Pay-in-kind interest and accretion on note receivable from affiliate (10,584) (695) Income from affiliates (26,621) (20,965) (20,158) Dividends received from affiliates 1,813 1,843 7,906 Other investment income, net (249) (14,145) (15,500) Foreign currency exchange (gain) loss (336) (140) 6,578 Gain on disputed sale, net of expenses (16,787) Changes in assets and liabilities, net of business acquired: Receivables, net of allowance (88,434) (86,205) 93,861 Inventories (118,731) (40,053) 1,552 Other current assets 85,856 (2,570) (58,823) Current liabilities, exclusive of debt (36,875) 107,482 69,738 Other, net 39,824 15,495 9,400 Net cash from operating activities 219,996 339,812 246,357 Cash flows from investing activities: Purchase of short-term investments (233,431) (687,335) (346,522) Proceeds from the sale of short-term investments 220,823 695,384 211,403 Proceeds from the maturity of short-term investments 19,255 69,534 66,842 Short-term note receivable issued to affiliate, net (30,096) Investments in and advances to affiliates, net (18,533) (217,578) 71 Capital expenditures (183,748) (103,336) (54,276) Proceeds from the sale of fixed assets 4,882 7,655 3,255 Proceeds from the sale of power generating facilities 59,603 15,000 Advance payment on capital lease (8,493)

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Long-term notes receivable issued to affiliate (13,037) (100,000) Principal payments received on long-term notes receivable from affiliate 2,827 Proceeds from syndication and subordinated loan fees 6,525 Sale (purchase) of long-term investments (4,696) 552 (3,108) Acquisition of business, net of cash acquired (5,578) Net proceeds from disputed sale 16,787 Other, net 1,394 1,140 46 Net cash from investing activities (183,250) (333,037) (90,502) Cash flows from financing activities: Notes payable to banks, net (62,510) (2,535) (95,072) Proceeds from the issuance of long-term debt 64,967 16,352 Principal payments of long-term debt (1,476) (2,179) (46,914) Repurchase of common stock (9,971) (29,994) (3,370) Dividends paid (10,963) (3,711) Dividends paid to noncontrolling interests (148) (36) (112) Other, net 452 370 (291) Net cash from financing activities (8,686) (28,985) (149,470) Effect of exchange rate change on cash 2,326 1,477 (5,122) Net change in cash and cash equivalents 30,386 (20,733) 1,263 Cash and cash equivalents at beginning of year 41,124 61,857 60,594 Cash and cash equivalents at end of year $ 71,510 $ 41,124 $ 61,857

See accompanying notes to consolidated financial statements.

SEABOARD CORPORATION Consolidated Statement of Changes in Equity

Accumulated Other Common Additional Comprehensive Retained Noncontrolling (Thousands of dollars except per share amounts) Stock Capital Loss Earnings Interest Total Balances, January 1, 2009 $ 1,240 $ $ (111,703) $ 1,569,818 $ 4,223 $ 1,463,578 Comprehensive income: Net earnings 92,482 (965) 91,517 Other comprehensive income net of income tax benefit of $3,206: Foreign currency translation adjustment (9,365) (9,365) Unrealized gain on investments 798 798 Unrecognized pension cost 5,484 5,484 Total comprehensive income 88,434 Purchase of noncontrolling interests 600 600 Dividends paid to noncontrolling interests (112) (112) Repurchase of common Stock (3) (3,367) (3,370)

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Dividends on common stock (3,711) (3,711) Balances, December 31, 2009 1,237 (114,786) 1,655,222 3,746 1,545,419 Comprehensive income: Net earnings 283,611 (599) 283,012 Other comprehensive income net of income tax benefit of $5,443: Foreign currency translation adjustment (3,704) (3,704) Unrealized gain on investments (2,134) (2,134) Unrecognized pension cost (3,283) (3,283) Total comprehensive income 273,891 Addition of noncontrolling interests (68) (68) Dividends paid to noncontrolling interests (36) (36) Repurchase of common Stock (21) (29,973) (29,994) Dividends on common stock (10,963) (10,963) Balances, December 31, 2010 1,216 (123,907) 1,897,897 3,043 1,778,249 Comprehensive income: Net earnings 345,847 (2,290) 343,557 Other comprehensive income net of income tax benefit of $12,604: Foreign currency translation adjustment (12,389) (9) (12,398) Unrealized loss on investments (756) (756) Unrecognized pension cost (19,013) (52) (19,065) Total comprehensive income 311,338 Dividends paid to noncontrolling interests (149) (149) Repurchase of common Stock (5) (9,966) (9,971) Balances, December 31, 2011 $ 1,211 $ $ (156,065) $ 2,233,778 $ 543 $ 2,079,467

See accompanying notes to consolidated financial statements.

SEABOARD CORPORATION Notes to Consolidated Financial Statements

Note 1 Summary of Significant Accounting Policies Operations of Seaboard Corporation and its Subsidiaries Seaboard Corporation and its subsidiaries (Seaboard) is a diversified international agribusiness and transportation company. In the United States, Seaboard is primarily engaged in pork production and processing and ocean transportation. Overseas, Seaboard is primarily engaged in commodity merchandising, grain processing, sugar production, and electric power generation. Seaboard also has an interest in turkey operations in the United States. Seaboard Flour LLC and SFC Preferred LLC (Parent Companies) are the owners of 73.8 percent of Seaboards outstanding common stock.

Principles of Consolidation and Investments in Affiliates

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The consolidated financial statements include the accounts of Seaboard Corporation and its domestic and foreign subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. Investments in non-controlled affiliates are accounted for by the equity method. Financial information from certain subsidiaries and affiliates is reported on a one- to three-month lag, depending on the specific entity.

Short-Term Investments Short-term investments are retained for future use in the business and may include money market accounts, corporate bonds, mutual funds, municipal debt securities and U.S. government obligations and, on a limited basis, high yield bonds, domestic equity securities and foreign government bonds. Investments held by Seaboard that are categorized as available-for-sale are reported at their estimated fair value with any related unrealized gains and losses reported net of tax, as a component of accumulated other comprehensive income. Investments held by Seaboard that are categorized as trading securities are reported at their estimated fair value with any unrealized gains and losses included in other investment income on the Consolidated Statement of Earnings. Debt securities that are categorized as held to maturity are recorded at amortized cost, which is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest income. Gains and losses on sale of investments are generally based on the specific identification method.

Accounts Receivable Accounts receivable are recorded at the invoiced amount and generally do not bear interest. The Power segment, however, collects interest on certain past due accounts, and the Commodity Trading and Milling segment provides extended payment terms for certain customers in certain countries due to local market conditions. The allowance for doubtful accounts is Seaboards best estimate of the amount of probable credit losses. For most operating segments, Seaboard uses a specific identification approach to determine, in managements judgment, the collection value of certain past due accounts based on contractual terms. For the Marine segment, the allowance for doubtful accounts is based on an aging percentage methodology primarily based on historical write-off experience. Seaboard reviews its allowance for doubtful accounts monthly. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Inventories Seaboard uses the lower of last-in, first-out (LIFO) cost or market for determining inventory cost of live hogs, fresh pork product and related materials. Grain, flour and feed inventories at foreign milling operations are valued at the lower of weighted average cost or market. All other inventories, including further processed pork products, are valued at the lower of first-in, first-out (FIFO) cost or market.

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

Property, Plant and Equipment Property, plant and equipment are carried at cost and are being depreciated on the straight-line method over useful lives, ranging from 3 to 30 years. Property, plant and equipment leases which are deemed to be installment purchase obligations have been capitalized and included in the property, plant and equipment accounts. Routine and planned major maintenance, repairs and minor renewals are expensed as incurred, while major renewals and improvements are capitalized.

SEABOARD CORPORATION Notes to Consolidated Financial Statements

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Impairment of Long-Lived Assets Long-lived assets, primarily property, plant and equipment, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Notes Receivable from Affiliates Seaboard monitors the credit quality of notes receivable from affiliates by obtaining and reviewing financial information for these affiliates on a monthly basis and by having Seaboard representatives serve on the Board of Directors of these affiliates.

Goodwill and Other Intangible Assets Goodwill and other indefinite-life intangible assets are evaluated by reporting unit annually for impairment at the quarter end closest to the anniversary date of the acquisition, or more frequently if circumstances indicate that impairment is likely. Separable intangible assets with finite lives are amortized over their estimated useful lives. Any one event or a combination of events such as change in the business climate, a negative change in relationships with significant customers and changes to strategic decisions, including decisions to expand made in response to economic or competitive conditions could require an interim assessment prior to the next required annual assessment. The most recent impairment tests performed and current market conditions indicated goodwill and other intangible assets are not impaired as of December 31, 2011.

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

Deferred Grants Included in other liabilities at December 31, 2011 and 2010 was $5,631,000 and $6,047,000, respectively, of deferred grants. The deferred grants represent economic development funds contributed by government entities that were limited to construction of a pork processing facility in Guymon, Oklahoma. Deferred grants are being amortized as a reduction of depreciation expense over the life of the assets acquired with the funds.

Asset Retirement Obligation Seaboard has recorded long-lived assets and a related liability for the asset retirement obligation costs associated with the closure of the hog lagoons it is legally obligated to close in the future should Seaboard cease operations or plan to close such lagoons voluntarily in accordance with a changed operating plan. Based on detailed assessments and appraisals obtained to estimate the future retirement costs, Seaboard has determined and recorded the present value of the projected costs in non-current other liabilities on the Consolidated Balance Sheet, with the retirement asset depreciated over the economic life of the related asset. The following table shows the changes in the asset retirement obligation during 2011 and 2010:

Years ended December 31, (Thousands of dollars) 2011 2010 Beginning balance $ 12,028 $ 11,090 Accretion expense 1,007 938 Liability for additional lagoons placed in service 74 Ending balance $ 13,109 $ 12,028

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document However, in the future, as these timing differences reverse, a lower statutory tax rate may apply pursuant to the provisions for domestic manufacturers of the American Jobs Creation Act of 2004. In accordance with U.S. GAAP, Seaboard will recognize the benefit or cost of this change in the future.

SEABOARD CORPORATION Notes to Consolidated Financial Statements

Revenue Recognition As a result of a marketing agreement with Triumph Foods, Seaboards sales prices for its pork products included in product revenues are primarily based on a margin sharing arrangement that considers the average sales price and mix of products sold from both Seaboards and Triumph Foods hog processing plants. Seaboard earns a fee for marketing the pork products of Triumph Foods, and recognizes this fee as service revenue primarily based on the number of head processed by Triumph Foods. Revenue of the commodity trading business is recognized when the commodity is delivered to the customer, collection is reasonably assured and the sales price is fixed or determinable. Revenue of the containerized cargo service is recognized ratably over the transit time for each voyage, with expenses associated with containerized cargo service being recognized as incurred. Revenues from all other commercial exchanges are recognized at the time products are shipped or delivered in accordance with shipping terms or services rendered, the customer takes ownership and assumes risk of loss, collection is reasonably assured and the sales price is fixed or determinable.

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

Earnings Per Common Share Earnings per common share are based upon the weighted average shares outstanding during the period. Basic and diluted earnings per share are the same for all periods presented.

Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, management considers all demand deposits and overnight investments as cash equivalents. The following table shows the amounts paid for interest and income taxes:

Years ended December 31, (Thousands of dollars) 2011 2010 2009 Interest (net of amounts capitalized) $ 6,786 $ 8,377 $ 13,845 Income taxes (net of refunds) 126,730 69,626 (10,542)

Included in property, plant and equipment is capitalized interest in the amount of $6,723,000, $3,350,000 and $702,000 for 2011, 2010 and 2009, respectively.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document assets by $4,637,000, other long-term assets in the amount of $833,000, deferred tax liabilities by $896,000 and non-controlling interest by $250,000.

Foreign Currency Transactions and Translation Seaboard has operations in and transactions with customers in a number of foreign countries. The currencies of the countries fluctuate in relation to the U.S. dollar. Certain of the major contracts and transactions, however, are denominated in U.S. dollars. In addition, the value of the U.S. dollar fluctuates in relation to the currencies of countries where certain of Seaboards foreign subsidiaries and affiliates primarily conduct business. These fluctuations result in exchange gains and losses. The activities of these foreign subsidiaries and affiliates are primarily conducted with U.S. subsidiaries or operate in hyper-inflationary environments. As a result, the financial statements of certain foreign subsidiaries and affiliates are re-measured using the U.S. dollar as the functional currency.

SEABOARD CORPORATION Notes to Consolidated Financial Statements

Included in foreign currency gain (loss), net for the years ended December 31, 2009, was a foreign currency gain of $4,794,000. This gain reflected the re-measurement of a note payable denominated in Japanese Yen of a foreign consolidated subsidiary accounted for on a one-month lag, except for this re-measurement of this note payable. The currency gain for 2009 was primarily offset by a mark-to-market currency loss for December in 2009 from a foreign currency derivative contract. The note payable and related foreign currency derivative were terminated in December 2009.

Seaboards Sugar segment, a consolidated subsidiary in Canada (Commodity Trading and Milling segment) and seven non-controlled, non-consolidated affiliates (Commodity Trading and Milling segment businesses in Australia, Colombia, Guyana, Kenya, Lesotho and Zambia), use local currency as their functional currency. Assets and liabilities of these subsidiaries are translated to U.S. dollars at year- end exchange rates, and income and expense items are translated at average rates. Translation gains and losses are recorded as components of other comprehensive loss. For these entities, U.S. dollar denominated net asset or liability conversions to the local currency are recorded through income.

Derivative Instruments and Hedging Activities Seaboard recognizes all derivatives as either assets or liabilities at their fair values. Accounting for changes in the fair value of a derivative depends on its designation and effectiveness. Derivatives qualify for treatment as hedges for accounting purposes when there is a high correlation between the change in fair value of the instrument and the related change in value of the underlying commitment. In order to designate a derivative financial instrument as a hedge for accounting purposes, extensive record keeping is required. For derivatives that qualify as hedges for accounting purposes, the change in fair value has no net impact on earnings, to the extent the derivative is considered effective, until the hedged transaction affects earnings. For derivatives that are not designated as hedging instruments for accounting purposes, or for the ineffective portion of a hedging instrument, the change in fair value does affect current period net earnings.

Seaboard holds and issues certain derivative instruments to manage various types of market risks from its day-to-day operations, primarily including commodity futures and option contracts and foreign currency exchange agreements, and from time to time, interest rate exchange agreements. While management believes each of these instruments primarily are entered into in order to effectively manage various market risks, as of December 31, 2011, none of the derivatives are designated and accounted for as hedges, primarily as a result of the extensive record-keeping requirements. Seaboard also enters into speculative derivative transactions related to its market risks.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Recent Accounting Standards Not Yet Adopted In May 2011, the Financial Accounting Standards Board (FASB) issued guidance to amend the requirements related to fair value measurement which changed the wording used to describe many requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. Additionally, the amendments clarify the FASBs intent about the application of existing fair value measurement requirements. The amended guidance was effective for Seaboard on January 1, 2012. The adoption of this guidance is not expected to have a material impact on Seaboards financial position or net earnings.

In June 2011, the FASB issued guidance to revise the manner in which entities present comprehensive income in the financial statements. The new guidance removes the footnote presentation option currently used by Seaboard and requires entities to report components of comprehensive income in either a continuous statement of comprehensive income or two separate but consecutive statements. Seaboard will be required to make this change in presentation in the first quarter of 2012. The adoption of this guidance will not have an impact on Seaboards financial position or net earnings.

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

SEABOARD CORPORATION Notes to Consolidated Financial Statements

Note 2 Investments All of Seaboards available-for-sale and trading securities are classified as current assets, as they are readily available to support Seaboards current operating needs. As of December 31, 2011 and 2010, the available-for-sale investments primarily consisted of money market funds, corporate bonds, fixed rate municipal notes and bonds and U.S. Government obligations. At December 31, 2011 and 2010, amortized cost and estimated fair market value were not materially different for these investments. At December 31, 2011 and 2010, money market funds included $25,755,000 and $78,338,000 denominated in euros. As of December 31, 2011 and 2010, the trading securities primarily consisted of high yield debt securities. As of December 31, 2011 and 2010, unrealized gains related to trading securities were $376,000 and $1,571,000, respectively.

The following is a summary of the amortized cost and estimated fair value of short-term investments for both available for sale and trading securities at December 31, 2011 and 2010:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Asset backed debt securities 3,533 3,533 2,847 2,848 Enhanced cash mutual fund 60,256 60,302 Other 1,480 1,484 2,360 2,355 Total available-for-sale short-term investments 297,916 297,443 307,015 308,380 High yield trading debt securities 20,155 20,750 19,447 20,783 Emerging markets trading debt mutual funds 2,620 2,487 Emerging markets trading debt securities 2,444 2,355 1,918 2,072 Other trading debt securities 218 221 889 970 Total short-term investments $ 323,353 $ 323,256 $ 329,269 $ 332,205

The following table summarizes the estimated fair value of fixed rate securities designated as available-for-sale, classified by the contractual maturity date of the security as of December 31, 2011:

(Thousands of dollars) 2011 Due within one year $ 31,349 Due after one year through three years 60,281 Due after three years 23,892 Total fixed rate securities $ 115,522

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

SEABOARD CORPORATION Notes to Consolidated Financial Statements

Note 3 Inventories The following table is a summary of inventories at the end of each year:

December 31, (Thousands of dollars) 2011 2010 At lower of LIFO cost or market: Live hogs and materials $ 228,624 $ 200,600 Fresh pork and materials 29,426 24,779 258,050 225,379 LIFO adjustment (57,783) (24,085) Total inventories at lower of LIFO cost or market 200,267 201,294 At lower of FIFO cost or market: Grains and oilseeds 251,839 203,232 Sugar produced and in process 78,730 50,190 Other 63,449 44,013 Total inventories at lower of FIFO cost or market 394,018 297,435 Grain, flour and feed at lower of weighted average cost or market 50,645 35,032

The use of the LIFO method decreased 2011 and 2010 earnings by $20,556,000 ($16.92 per common share) and $780,000 ($0.64 per common share), and increased 2009 net earnings by $10,898,000 ($8.81 per common share), respectively. If the FIFO method had been used for certain inventories of the Pork segment, inventories would have been higher by $57,783,000 and $24,085,000 as of December 31, 2011 and 2010, respectively.

Note 4 Investments in and Advances to Affiliates and Notes Receivable from Affiliates Seaboards investments in and advances to non-controlled, non-consolidated affiliates are primarily related to Butterball, LLC (Butterball), as discussed below, and businesses conducting flour, maize and feed milling and poultry production and processing. As of December 31, 2011, the location and percentage ownership of these affiliates excluding Butterball are as follows: Democratic Republic of Congo (50%), Lesotho (50%), Kenya (35%-49%), Nigeria (25%-48%), and Zambia (49%) in Africa; Colombia (40%) and Ecuador (25%-50%) in South America, and Haiti (23%) in the Caribbean. Also, Seaboard has investments in grain trading businesses in Australia (25%), North Carolina (50%) and Peru (50%). Seaboard generally is the primary provider of choice for grains, feed and supplies purchased by these non-controlled affiliates. As Seaboard conducts its commodity trading business with third parties, consolidated subsidiaries and affiliates on an interrelated basis, cost of sales on affiliates cannot be clearly distinguished without making numerous assumptions, primarily with respect to mark-to-market accounting for commodity derivatives. In addition, Seaboard has investments in and advances to two sugar-related businesses in Argentina (46%-50%). The equity method is used to account for all of the above investments.

On December 6, 2010, Seaboard Corporation acquired a 50% non-controlling voting interest in Butterball from Maxwell Farms, LLC, Goldsboro Milling Company and GM Acquisition LLC (collectively, the Maxwell Group) for a cash purchase price of $177,500,000. Butterball is a vertically integrated producer, processor and marketer of branded and non-branded turkeys and other turkey products. Seaboard purchased its interest in Butterball from the Maxwell Group after the Maxwell Group had reacquired a 49% interest held by Murphy-Brown, LLC (Murphy-Brown), a subsidiary of Smithfield Foods, Inc. The other 50% ownership interest in Butterball will continue to be owned by the Maxwell Group. In connection with the purchase, Butterball also acquired the live turkey growing and related assets of the Maxwell Group and of Murphy-Brown. As of December 31, 2011, Butterball had intangible assets of $111,000,000 for trade name and $60,265,000 for goodwill. The equity method is used to account for this investment.

SEABOARD CORPORATION Notes to Consolidated Financial Statements maturity. In connection with providing the subordinated loan, Seaboard received detachable warrants, which upon exercise for a nominal price, would enable Seaboard to acquire an additional 5% equity interest in Butterball. Seaboard can exercise these warrants at any time before December 6, 2020. Butterball has the right to repurchase the warrants for fair market value. The warrant agreement essentially provides Seaboard with a 52.5% economic interest, as these warrants are in substance an additional equity interest. Therefore, Seaboard recorded 52.5% of Butterballs earnings as Income from Affiliates in the Consolidated Statement of Earnings. However, all significant corporate governance matters would continue to be shared equally between Seaboard and Maxwell even if the warrants are exercised, unless Seaboard already owns a majority of the voting rights at the time of exercise. The warrants qualify for equity treatment under accounting standards. Accordingly, as of December 6, 2010, the warrants were allocated a value of $10,586,000, classified as Investments in and Advances to Affiliates on the Consolidated Balance Sheet, and the subordinated loan was allocated a discounted value of

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document $89,414,000, classified as Notes Receivable from Affiliate on the Consolidated Balance Sheet, of the total $100,000,000 subordinated financing discussed above. The discount on the subordinated loan is being accreted monthly in interest income through the maturity date of December 6, 2017. Also as part of issuing the subordinated loan, Seaboard received a $2,000,000 cash fee from Butterball as consideration for providing this financing that is being amortized over the term of the subordinated loan. At December 31, 2011 and 2010, the recorded balance of this Note Receivable from Affiliate was $100,693,000 and $90,109,000, respectively.

In addition, in connection with this transaction Seaboard arranged financing to refinance the existing Butterball debt with third party lenders. For these services, in December 2010, Seaboard received a cash syndication fee from Butterball of $4,525,000, net of arrangement fees paid to several banks who assisted with the third party financing. Since Seaboard has a 52.5% economic interest in Butterball, Seaboard only recognized 47.5% of this net syndication fee in December 2010 in Other Investment Income in the Consolidated Statement of Earnings. The remaining net syndication fee is being amortized over the five year term of the related Butterball debt through December 2015.

During the third quarter of 2011, Seaboard provided a term loan of $13,037,000 to Butterball to pay off capital leases for certain fixed assets which originally were financed with third parties. The effective interest rate on this term loan is approximately 12%. Although the term loan expires on January 31, 2018, Seaboard anticipates that Butterball will pay off the term loan prior to such expiration date as Butterball is expected to sell all of the related assets and is required to remit the proceeds from such sale to Seaboard to repay the loan. As of December 31, 2011, the balance of the term loan recorded in Notes Receivable from Affiliate was $10,210,000. Also, during the third quarter of 2011, Seaboard made an additional capital contribution of $5,598,000 in Butterball to assist Butterball in its acquisition of certain live growing facilities. Maxwell Farms, LLC, made an equal capital contribution.

In October 2010, Seaboard acquired for $5,000,000 a 25% non-controlling interest in a commodity trading business in Australia. Also in October 2010, Seaboard combined its existing investment in poultry operations in Africa with another existing African based poultry business. Seaboard invested an additional $10,500,000 in this newly-combined poultry business, for a total investment of $16,988,000, which represents a 50% non-controlling interest. This newly-combined business has operations primarily in Kenya and Zambia, and is also expanding by building new operations in the Democratic Republic of Congo. In the second quarter of 2011, Seaboards interest in this business was reduced from 50% to 49%.

In July 2010, Seaboard finalized an agreement to invest in a bakery to be built in Central Africa. Seaboard will have a 50% non- controlling interest in this business. The total project cost is estimated to be $60,500,000, but Seaboards total investment has not yet been determined, pending finalization of third party financing alternatives for a portion of the project. It is anticipated that the bakery will become fully operational in the second half of 2012. As of December 31, 2011, Seaboard had invested $21,477,000 in this project.

In March 2010, Seaboard acquired a 50% non-controlling interest in an international specialty grain trading business, PS International, LLC (PSI), located in North Carolina for approximately $7,650,000. There was an initial payment of $6,000,000 made in March 2010, an additional payment of $990,000 in the fourth quarter of 2010, with the remaining $660,000 paid in the first half of 2011 upon verification of the balance sheet as of the date of closing and collection of certain receivables outstanding. In the fourth quarter of 2011, Seaboard provided a $35,000,000 line of credit to PSI to pay off a credit facility with third party banks used for working capital needs. The line of credit has an interest rate of prime plus 1%, a 0.5% commitment fee on the unused portion and is secured by the assets of the affiliate. As of December 31, 2011, Seaboard had a due from affiliates receivable balance of $30,096,000 for amounts advanced under this line of credit. Effective, January 1, 2012, Seaboard began consolidation accounting and discontinued the equity method of accounting for this investment in PSI with

SEABOARD CORPORATION Notes to Consolidated Financial Statements

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Seaboards ownership interest increasing from 50% to 70% as a result of Seaboards initial payment of $3,660,000 in January 2012. The final amount of this additional investment will be determined during 2012 upon final verification of certain balance sheet items as of December 31, 2011. Pro forma results of operations are not presented, as the effects of consolidation are not material to Seaboards results of operations.

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

Combined condensed financial information of the non-controlled, non-consolidated affiliates for their fiscal periods ended within each of Seaboards years ended were as follows (the 2010 net sales and 2010 net income for the Turkey segment below represent the period from December 6, 2010 to December 31, 2010):

Commodity Trading and Milling Segment December 31, (Thousands of dollars) 2011 2010 2009 Net sales $ 1,750,714 1,117,440 1,051,621 Net income $ 33,058 47,594 45,867 Total assets $ 864,802 581,755 412,849 Total liabilities $ 480,328 250,076 215,146 Total equity $ 384,474 331,679 197,703

Sugar Segment December 31,

(Thousands of dollars) 2011 2010 2009 Net sales $ 12,880 20,132 22,293 Net income $ 950 2,064 2,169 Total assets $ 10,743 10,248 11,544 Total liabilities $ 3,851 3,791 6,265 Total equity $ 6,892 6,457 5,279

Turkey Segment December 31, (Thousands of dollars) 2011 2010 Net sales $ 1,375,751 83,409 Net income (loss) $ 24,250 (1,901) Total assets $ 819,618 725,464 Total liabilities $ 428,361 360,673 Total equity $ 391,257 364,791

At December 31, 2011, Seaboards carrying value of certain of these investments in affiliates in the Commodity Trading and Milling segment was $11,125,000 more than its share of the affiliates book value. The excess is attributable primarily to the valuation of property, plant and equipment and intangible assets. The amortizable assets are being amortized to earnings from affiliates over the remaining life of the assets.

SEABOARD CORPORATION Notes to Consolidated Financial Statements

Note 5 Property, Plant and Equipment The following table is a summary of property, plant and equipment at the end of each year:

Useful December 31, (Thousands of dollars) Lives 2011 2010 Land and improvements 0-15 years $ 173,517 $ 166,201 Buildings and improvements 30 years 376,659 348,160 Machinery and equipment 3-20 years 794,435 727,148 Vessels and vehicles 3-18 years 147,125 144,380 Office furniture and fixtures 5 years 28,376 26,527 Construction in progress 136,396 83,896 1,656,508 1,496,312 Accumulated depreciation and amortization (859,686) (795,181) Net property, plant and equipment $ 796,822 $ 701,131

During the second quarter of 2009, Seaboard started operations at its ham boning and processing plant in Mexico. Despite being in operation for over two years, overall results have been below expectations with inconsistencies in margins and volumes. In the third quarter of 2011, Seaboard performed an impairment evaluation of this plant and determined there was an impairment loss based on managements current cash flow assumptions and probabilities of outcomes. This analysis resulted in a $5,600,000 impairment charge recorded in cost of sales on the Consolidated Statement of Earnings during the third quarter of 2011 to write down the recorded value of these assets to the estimated fair value. As this plant is not wholly-owned by Seaboard, this impairment charge is partially offset by a reduction (loss attributable) to noncontrolling interest of $1,830,000. Accordingly, the total impact on net earnings attributable to Seaboard, net of taxes, was $2,300,000. The remaining net book value of these assets as of December 31, 2011 was $3,840,000.

Note 6 Goodwill and Intangible Assets, Net Goodwill and intangible assets relate to the 2005 acquisition of Dailys, a bacon processor located in the western United States, and the related subsequent repurchase of a non-controlling interest of Seaboard Foods LLC in the Pork segment.

The following table is a summary of intangible assets at the end of each year:

December 31, (Thousands of dollars) 2011 2010 Intangibles subject to amortization: Gross carrying amount customer relationships $ 9,045 $ 9,045 Accumulated amortization customer relationships (6,549) (6,299) Intangibles subject to amortization, net 2,496 2,746 Intangibles not subject to amortization: Carrying amount-trade names and registered trademarks 17,000 17,000 Total intangible assets, net $ 19,496 $ 19,746

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The amortization expense of amortizable intangible assets for the years ended December 31, 2011, 2010 and 2009 was $250,000, $930,000 and $1,610,000, respectively. Amortization expense for the five succeeding years is $250,000 each year.

SEABOARD CORPORATION Notes to Consolidated Financial Statements

Note 7 Income Taxes Income taxes attributable to continuing operations for the years ended December 31, 2011, 2010 and 2009 differed from the amounts computed by applying the statutory U.S. Federal income tax rate of 35% to earnings (loss) before income taxes excluding non-controlling interest for the following reasons:

Years ended December 31, (Thousands of dollars) 2011 2010 2009 Computed expected tax expense excluding non-controlling interest $ 155,714 $ 127,625 $ 31,572 Adjustments to tax expense attributable to: Foreign tax differences (40,733) (33,322) (20,332) Tax-exempt investment income (116) (974) (1,809) State income taxes, net of federal benefit 3,849 1,803 (3,010) Change in valuation allowance (754) (6,189) (2,146) Federal tax credits (5,153) (3,351) (3,672) Change in pension deferred tax (199) (329) (3,508) Domestic manufacturing deduction (8,012) (4,837) (459) Other (5,545) 607 1,088 Total income tax expense (benefit) $ 99,051 $ 81,033 $ (2,276)

Most of Seaboards foreign tax differences are attributable to a significant portion of the earnings from Seaboards foreign operations being subject to no income tax or a tax rate which is considerably lower than the U.S. corporate tax rate.

Earnings before income taxes consisted of the following:

Years ended December 31, (Thousands of dollars) 2011 2010 2009 United States $ 300,992 $ 223,401 $ (14,511) Foreign 143,906 141,243 104,717 Total earnings excluding non-controlling interest 444,898 364,644 90,206 Less net loss attributable to non-controlling interest 2,290 599 965 Total earnings before income taxes $ 442,608 $ 364,045 $ 89,241

The components of total income taxes were as follows:

Years ended December 31, (Thousands of dollars) 2011 2010 2009 Current: Federal $ 79,069 $ 48,814 $ 943

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Foreign 15,318 15,855 8,454 State and local 6,549 2,924 (125) Deferred: Federal (1,761) 13,204 (18,216) Foreign (232) 15 10,285 State and local 108 221 (3,617) Income tax expense (benefit) 99,051 81,033 (2,276) Unrealized changes in other comprehensive income (12,604) (5,443) (3,206) Total income taxes $ 86,447 $ 75,590 $ (5,482)

SEABOARD CORPORATION Notes to Consolidated Financial Statements

As of December 31, 2011 and 2010, Seaboard had income taxes receivable of $33,539,000 and $12,234,000, respectively, primarily related to domestic tax jurisdictions, and had income taxes payable of $2,604,000 and $7,066,000, respectively, primarily related to foreign tax jurisdictions.

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

December 31, (Thousands of dollars) 2011 2010 Deferred income tax liabilities: Cash basis farming adjustment $ 10,581 $ 10,724 Depreciation 109,409 98,692 LIFO 27,927 29,017 Other 4,406 3,768 $ 152,323 $ 142,201 Deferred income tax assets: Reserves/accruals $ 83,816 $ 67,244 Tax credit carry-forwards 11,217 9,554 Deferred earnings of foreign subsidiaries 12,672 6,274 Net operating and capital loss carry-forwards 15,800 18,727 Foreign minimum tax credit carry-forward 10,400 Other 2,041 3,364 125,546 115,563 Valuation allowance 16,320 30,664 Net deferred income tax liability $ 43,097 $ 57,302

Seaboard recognizes interest accrued related to unrecognized tax benefits and penalties in income tax expense. For the years ended December 31, 2011, 2010 and 2009, such interest and penalties were not material. The Company had approximately $1,377,000 and $1,323,000 accrued for the payment of interest and penalties on uncertain tax positions at December 31, 2011, and 2010, respectively.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document reasonably possible that the total amounts of the unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. The following table is a reconciliation of the beginning and ending amount of unrecognized tax benefits:

(Thousands of dollars) 2011 2010 Beginning balance at January 1 $ 3,548 $ 3,395 Additions for uncertain tax positions of prior years 66 596 Decreases for uncertain tax positions of prior years (109) (367) Additions for uncertain tax positions of current year 4,791 21 Settlements (97) Lapse of statute of limitations (398) Ending balance at December 31 $ 7,898 $ 3,548

Seaboards tax returns are regularly audited by federal, state and foreign tax authorities, which may result in adjustments. Seaboards U.S. federal income tax years are closed through 2005. Seaboards 2006-2009 U.S. income tax returns are currently under IRS examination.

As of December 31 2011, Seaboard had not provided for U.S. Federal Income and foreign withholding taxes on $845,369,000 of undistributed earnings from foreign operations, as Seaboard intends to reinvest such earnings indefinitely outside of the United States. Determination of the tax that might be paid on these undistributed earnings if eventually remitted is not practical.

SEABOARD CORPORATION Notes to Consolidated Financial Statements

Seaboard had a tax holiday in the Dominican Republic for the Power segment in 2011, 2010 and 2009, which resulted in tax savings of approximately $16,275,000, $3,434,000 and $3,259,000, or $13.40, $2.80 and $2.63 per diluted earnings per common share for the years ended December 31, 2011, 2010 and 2009, respectively. The tax holiday will cease on April 1, 2012.

Management believes Seaboards future taxable income will be sufficient for full realization of the net deferred tax assets. The valuation allowance relates to the tax benefits from foreign net operating losses. Management does not believe these benefits are more likely than not to be realized due to limitations imposed on the deduction of these losses. At December 31, 2011, Seaboard had foreign net operating loss carry-forwards (NOLs) of approximately $51,836,000 a portion of which expire in varying amounts between 2012 and 2017, while others have indefinite expiration periods.

At December 31, 2011, Seaboard had state tax credit carry-forwards of approximately $17,257,000, net of valuation allowance, all of which carry-forward indefinitely.

Note 8 Notes Payable and Long-Term Debt Notes payable amounting to $16,219,000 and $78,729,000 at December 31, 2011 and 2010, respectively, consisted of obligations due banks on demand or based on Seaboards ability and intent to repay within one year. At December 31, 2011, Seaboard had a committed bank line totaling $300,000,000, maturing July 10, 2013, and uncommitted bank lines totaling approximately $182,966,000, of which $132,966,000 of the uncommitted lines relate to foreign subsidiaries. At December 31, 2011, there were no borrowings outstanding under the committed line, and borrowings outstanding under the uncommitted lines totaled $16,219,000, all related to foreign subsidiaries. The uncommitted borrowings outstanding at December 31, 2011 primarily represented $11,974,000 denominated in South African rand. Also included in notes payable at December 31, 2010 was a term note of $45,000,000 denominated in U.S. dollars related to the Sugar segment

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document in Argentina, which was repaid in November 2011. The weighted average interest rates for outstanding notes payable were 9.34% and 5.79% at December 31, 2011 and 2010, respectively.

At December 31, 2011, Seaboards borrowing capacity under its committed and uncommitted lines was reduced by letters of credit (LCs) totaling $48,078,000 and $25,045,000, respectively, primarily including $26,385,000 of LCs for Seaboards outstanding Industrial Development Revenue Bonds (IDRBs) and $21,500,000 related to insurance coverages.

The notes payable to banks under the credit lines are unsecured. The lines of credit do not require compensating balances. Facility fees on these agreements are not material.

On September 17, 2010, Seaboard entered into a credit agreement for $114,000,000 at a fixed rate of 5.34% for the financing of a new power generating facility in the Dominican Republic, as discussed in Note 13. The credit facility will mature in December 2021 and is secured by the power generating facility. At December 31, 2011, $81,318,000 had been borrowed from this credit facility.

SEABOARD CORPORATION Notes to Consolidated Financial Statements

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

December 31, (Thousands of dollars) 2011 2010 Private placements: 6.21% senior notes, due 2012 $ 1,072 $ 2,143 6.92% senior notes, due 2012 31,000 31,000 Industrial Development Revenue Bonds, floating rates (1.27% - 2.10% at December 31, 2011) due 2014 through 2027 41,800 41,800 Foreign subsidiary obligation, 5.34%, due 2012 through 2021 81,318 16,352 Foreign subsidiary obligation, floating rate 206 221 Capital lease obligations and other 1,856 1,588 157,252 93,104 Current maturities of long-term debt (40,885) (1,697) Long-term debt, less current maturities $ 116,367 $ 91,407

Of the 2011 foreign subsidiary obligations, $81,318,000 was payable in U.S. dollars and $206,000 was payable in Argentine pesos. Of the 2010 foreign subsidiary obligations, $16,352,000 was payable in U.S. dollars and $221,000 was payable in Argentine pesos.

The terms of the note agreements pursuant to which the senior notes, IDRBs, bank debt and credit lines were issued require, among other terms, the maintenance of certain ratios and minimum net worth, the most restrictive of which requires consolidated funded debt not to exceed 50% of consolidated total capitalization; an adjusted leverage ratio of less than 3.5 to 1.0; requires the maintenance of consolidated tangible net worth, as defined, of not less than $1,150,000,000, plus 25% of cumulative consolidated net income beginning March 29, 2008; limits aggregate dividend payments to $10,000,000, plus 50% of consolidated net income, less 100% of consolidated net losses beginning January 1, 2002, plus the aggregate amount of Net Proceeds of Capital Stock for such period ($800,000,000 as of December 31, 2011) or $15,000,000 per year under certain circumstances; limits the sum of subsidiary indebtedness and priority indebtedness to 10% of consolidated tangible net worth; and limits Seaboards ability to acquire investments and sell assets under certain circumstances. Seaboard is in compliance with all restrictive debt covenants relating to these agreements as of December 31, 2011.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Annual maturities of long-term debt at December 31, 2011 are as follows: $40,885,000 in 2012, $8,688,000 in 2013, $16,085,000 in 2014, $8,132,000 in 2015, $8,132,000 in 2016 and $75,330,000 thereafter.

Note 9 Derivatives and Fair Value of Financial Instruments U.S. GAAP discusses several valuation techniques, such as the market approach (prices and other relevant information generated by market conditions involving identical or comparable assets or liabilities), the income approach (techniques to convert future amounts to single present amounts based on market expectations including present value techniques and option pricing) and the cost approach (amount that would be required to replace the service capacity of an asset which is often referred to as replacement cost). U.S. GAAP utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

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

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

Level 3: Significant Unobservable Inputs - Unobservable inputs that reflect the reporting entitys own assumptions.

SEABOARD CORPORATION Notes to Consolidated Financial Statements

The following tables show assets and liabilities measured at fair value (derivatives exclude margin accounts) on a recurring basis as of December 31, 2011 and 2010 respectively, and also the level within the fair value hierarchy used to measure each category of assets:

Balance December 31, (Thousands of dollars) 2011 Level 1 Level 2 Level 3 Assets: Available-for-sale securities short-term investments: Money market funds $ 139,420 $ 139,420 $ $ Corporate bonds 89,146 89,146 Fixed rate municipal notes and bonds 17,788 17,788 Emerging markets debt mutual fund 16,399 16,399 Collateralized mortgage obligations 15,011 15,011 U.S. Government agency securities 9,757 9,757 U.S. Treasury securities 4,905 4,905 Asset backed debt securities 3,533 3,533 Other 1,484 1,484 Trading securities- short term investments: High yield debt securities 20,750 20,750 Emerging markets trading debt mutual fund 2,487 2,487

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Emerging markets trading debt securities 2,355 2,355 Other debt securities 221 221 Trading securities other current assets: Domestic equity securities 13,563 13,563 Foreign equity securities 7,490 3,991 3,499 Money market funds 4,521 4,521 Fixed income mutual funds 4,483 4,483 U.S. Government agency securities 2,085 2,085 U.S. Treasury securities 1,474 1,474 Corporate bonds 72 72 Other 236 159 77 Derivatives Commodities (1) 5,144 5,144 Interest rate swaps Foreign currencies 2,247 2,247 Total Assets $ 364,571 $ 190,167 $ 174,404 $ Liabilities: Derivatives: Commodities (1) $ 5,529 $ 5,529 $ $ Interest rate swaps 11,268 11,268 Foreign currencies 3,380 3,380 Total Liabilities $ 20,177 $ 5,529 $ 14,648 $

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

SEABOARD CORPORATION Notes to Consolidated Financial Statements

Balance December 31, (Thousands of dollars) 2010 Level 1 Level 2 Level 3 Assets: Available-for-sale securities short-term investments: Money market funds $ 110,164 $ 110,164 $ $ Corporate bonds 82,351 82,351 Enhanced cash mutual fund 60,302 60,302 Fixed rate municipal notes and bonds 20,648 20,648 Collateralized mortgage obligations 12,380 12,380 U.S. Government agency securities 10,184 10,184 U.S. Treasury securities 7,148 7,148 Asset backed debt securities 2,848 2,848 Other 2,355 2,355

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Trading securities- short term investments: High yield debt securities 20,783 20,783 Emerging markets trading debt securities 2,072 2,072 Other debt securities 970 970 Trading securities other current assets: Domestic equity securities 13,332 13,332 Foreign equity securities 8,157 4,131 4,026 Fixed income mutual funds 3,758 3,758 Money market funds 3,208 3,208 U.S. Treasury securities 2,732 2,732 U.S. Government agency securities 1,371 1,371 Other 183 157 26 Derivatives: Commodities (1) 15,966 15,958 8 Interest rate swaps 1,410 1,410 Foreign currencies 120 120 Total Assets $ 382,442 $ 211,010 $ 171,432 $ Liabilities: Derivatives: Commodities (1) $ 9,170 $ 9,170 $ $ Interest rate swaps 1,161 1,161 Foreign currencies 11,652 11,652 Total Liabilities $ 21,983 $ 9,170 $ 12,813 $

(1) Seaboards commodities derivative assets and liabilities are presented in the Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts. As of December 31, 2010, the commodity derivatives had a margin account balance of $2,178,000 resulting in a net other current asset on the Consolidated Balance Sheets of $8,974,000.

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. The amortized cost and estimated fair values of investments and long-term debt at December 31, 2011 and 2010 are presented below:

SEABOARD CORPORATION Notes to Consolidated Financial Statements

December 31, 2011 2010 (Thousands of dollars) Amortized Cost Fair Value Amortized Cost Fair Value Short-term investments, available-for-sale $ 297,916 $ 297,443 $ 307,015 $ 308,380 Short-term investments, trading debt securities 25,437 25,813 22,254 23,825 Long-term debt 157,252 161,636 93,104 96,438

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document While management believes its derivatives are primarily economic hedges of its firm purchase and sales contracts or anticipated sales contracts, Seaboard does not perform the extensive record-keeping required to account for these types of transactions as hedges for accounting purposes.

Commodity Instruments Seaboard uses various grain, meal, hog and energy resource related futures and options to manage its risk to price fluctuations for raw materials and other inventories, finished product sales and firm sales commitments. Seaboard also enters into speculative derivative transactions not directly related to its raw material requirements. The nature of Seaboards market risk exposure has not changed materially since December 31, 2010. Commodity derivatives are recorded at fair value, with any changes in fair value being marked to market as a component of cost of sales on the Consolidated Statements of Earnings. Since these derivatives are not accounted for as hedges, fluctuations in the related commodity prices could have a material impact on earnings in any given period.

At December 31, 2011, Seaboard had open net derivative contracts to purchase 23,300 tons of soybean meal, 2,580,000 pounds of soybean oil and 2,280,000 pounds of hogs and open net derivative contracts to sell 10,599,000 bushels of grain and 1,176,000 gallons of heating oil. At December 31, 2010, Seaboard had open net derivative contracts to purchase 5,880,000 bushels of grain, 2,900 tons of soybean meal and 43,240,000 pounds of hogs and open net derivative contracts to sell 1,806,000 gallons of heating oil. For the years ended December 31, 2011, 2010 and 2009, Seaboard recognized net realized and unrealized gains of $20,279,000, $8,047,000 and $7,047,000, respectively, related to commodity contracts, primarily included in cost of sales on the Consolidated Statements of Earnings.

Foreign Currency Exchange Agreements Seaboard enters into foreign currency exchange agreements to manage the foreign currency exchange rate risk with respect to certain transactions denominated in foreign currencies. Foreign exchange agreements that were primarily related to the underlying commodity transaction were recorded at fair value, with changes in value marked to market as a component of cost of sales on the Consolidated Statements of Earnings. Foreign exchange agreements that were not related to an underlying commodity transaction were recorded at fair value, with changes in value marked to market as a component of foreign currency gain on the Consolidated Statements of Earnings. Since these agreements are not accounted for as hedges, fluctuations in the related currency exchange rates could have a material impact on earnings in any given year.

At December 31, 2011 and 2010, Seaboard had trading foreign exchange contracts to cover its firm sales and purchase commitments and related trade receivables and payables, with notional amounts of $158,266,000 and $183,042,000, respectively, primarily related to the South African rand.

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

The following table provides the amount of gain or (loss) recognized for each type of derivative and where it was recognized in the Consolidated Statement of Earnings for the year ended December 31, 2011 and 2010:

2011 2010 Location of Gain or (Loss) Amount of Gain or (Loss) Recognized in Income on Recognized in Income on (Thousands of dollars) Derivatives Derivatives Commodities Cost of sales-products $ 20,279 $ 8,047 Foreign currencies Cost of sales-products 25,692 (18,538) Foreign currencies Foreign currency (1,957) (1,580) Interest rate Miscellaneous, net (14,467) (1,309)

The following table provides the fair value of each type of derivative held as of December 31, 2011 and 2010 and where each derivative is included on the Consolidated Balance Sheets:

Asset Derivatives Liability Derivatives 2011 2010 2011 2010 Balance Sheet Fair Balance Sheet Fair (Thousands of dollars) Location Value Location Value Commodities(1) Other current assets $ 5,144 $ 15,966 Other current asset $ 5,529 $ 9,170 Foreign currencies Other current assets 2,247 120 Other accrued liabilities 3,380 11,652 Interest rate Other current assets 1,410 Other accrued liabilities 11,268 1,161

(1) Seaboards commodities derivative assets and liabilities are presented in the Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts. As of December 31, 2011 and 2010, the commodity derivatives had a margin account balance of $8,619,000 and $2,178,000, respectively, resulting in a net other current asset on the Consolidated Balance Sheets of $8,234,000 and $8,974,000, respectively.

Counterparty Credit Risk Seaboard is subject to counterparty credit risk related to its foreign currency exchange agreements and interest rate swaps, should the counterparties fail to perform according to the terms of the contracts. Seaboards foreign currency exchange agreements have a maximum amount of loss due to credit risk in the amount of $2,247,000 with six counterparties. Seaboard does not hold any collateral related to these agreements.

Note 10 Employee Benefits Seaboard maintains a defined benefit pension plan for its domestic salaried and clerical employees and, effective January 1, 2010, split a portion of employees from this plan into a new defined benefit plan with identical benefits. Both plans are collectively referred to below as the Plans. The Plans generally provides eligibility for participation after one year of service upon attaining the age of 21. Benefits are generally based upon the number of years of service and a percentage of final average pay.

Seaboard has historically based pension contributions on minimum funding standards to avoid the Pension Benefit Guaranty Corporation variable rate premiums established by the Employee Retirement Income Security Act of 1974. However, in July 2009, Seaboard made a deductible contribution of $14,615,000 for the 2008 plan year as a result of the significant investment losses incurred in the defined benefit pension plan during the fourth quarter of 2008. Management did not make any contributions in 2011 and 2010 and currently does not plan on making any contributions to the Plans in 2012.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document retirees and thus a more conservative portfolio versus the other plan, which can assume greater risk as it will have a longer investment time horizon. Assets are invested in the Plans to achieve a diversified overall portfolio consisting primarily of individual stocks, money market funds, collective investment funds, bonds and mutual funds. Seaboard is willing to accept a moderate level of risk to potentially achieve higher investment returns. The overall portfolios are evaluated relative to customized benchmarks. The investment strategy provides investment managers discretion, and is periodically reviewed by management for adherence to policy and performance against benchmarks. Seaboards asset allocation targets and actual investment composition within the

SEABOARD CORPORATION Notes to Consolidated Financial Statements

Plans were as follows:

Actual Composition of Plans at December 31, Target Allocations 2011 2010 Domestic Large Cap Equity 29-40% 29-40% 31-42% Domestic Small and Mid-Cap Equity 7-10% 11-13% 12-14% International Equity 11-16% 10-15% 11-15% Fixed Income 25-42% 23-40% 22-39% Alternative investments 6-8% 6-7% 4-5% Cash and cash equivalents 1-5% 2-4% 2-3%

As described in Note 9 to the Consolidated Financial Statements, U.S. GAAP utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following tables shows the Plans assets measured at estimated fair value as of December 31, 2011 and 2010, respectively, and also the level within the fair value hierarchy used to measure each category of assets:

Balance December 31, (Thousands of dollars) 2011 Level 1 Level 2 Level 3 Assets: Domestic equity securities $ 34,770 $ 34,770 $ $ Corporate bonds 18,526 18,526 Foreign equity securities 7,107 7,107 Fixed income mutual funds 6,400 6,400 Money market funds 6,513 6,513 U.S. Treasury STRIPS 3,587 3,587 Emerging markets-equity 3,349 3,349 Mutual funds-equities 3,485 3,485 Real estate mutual fund 2,909 2,909 Exchange traded funds-fixed income 1,788 1,788 Municipal bonds 2,048 2,048 Other 1,030 1,030 Total Assets $ 91,512 $ 66,321 $ 25,191 $

Balance

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document December 31, (Thousands of dollars) 2010 Level 1 Level 2 Level 3 Assets: Domestic equity securities $ 27,411 $ 27,411 $ $ Corporate bonds 19,570 19,570 Collective investment funds 12,889 12,889 Foreign equity securities 7,410 7,410 Fixed income mutual funds 6,073 6,073 Money market funds 5,337 5,337 U.S. Treasury STRIPS 3,135 3,135 Emerging markets- equity 3,012 3,012 Mutual funds-equities 2,892 2,892 Real estate mutual fund 2,042 2,042 Exchange traded funds- fixed income 1,787 1,787 Municipal bonds 1,713 1,713 Other 367 204 163 Total Assets $ 93,638 $ 56,168 $ 37,470 $

SEABOARD CORPORATION Notes to Consolidated Financial Statements

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

Assumptions used in determining pension information for all of the above plans were:

Years ended December 31, 2011 2010 2009 Weighted-average assumptions Discount rate used to determine obligations 3.75-4.70% 4.45-5.65% 5.25-6.25% Discount rate used to determine net periodic benefit cost 4.45-5.65% 5.25-6.25% 6.25% Expected return on plan assets 7.00-7.50% 7.25-7.75% 7.50% Long-term rate of increase in compensation levels 4.00-5.00% 4.00-5.00% 4.00-5.00%

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

The changes in the plans benefit obligations and fair value of assets for the Plans, supplemental executive plans and retirement agreements for the years ended December 31, 2011 and 2010, and a statement of the funded status as of December 31, 2011 and 2010 were as follows:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2011 2010 Accumulated Assets exceed Accumulated December 31, benefits accumulated benefits (Thousands of dollars) exceed assets benefits exceed assets Reconciliation of benefit obligation: Benefit obligation at beginning of year $ 173,023 $ $ 147,915 Service cost 7,523 1,370 4,997 Interest cost 9,025 3,258 5,454 Actuarial losses 19,637 4,896 10,013 Benefits paid (4,668) (2,563) (2,317) Plan split 55,648 (55,648) Benefit obligation at end of year $ 204,540 $ 62,609 $ 110,414 Reconciliation of fair value of plan assets: Fair value of plan assets at beginning of year $ 93,638 $ $ 84,829 Actual return on plan assets 807 7,106 4,513 Employer contributions 1,735 2,070 Benefits paid (4,668) (2,563) (2,317) Plan split 59,152 (59,152) Fair value of plan assets at end of year $ 91,512 $ 63,695 $ 29,943 Funded status $ (113,028) $ 1,086 $ (80,471)

The net funded status of the Plans was $(26,819,000) and $(2,713,000) at December 31, 2011 and 2010, respectively. The accumulated benefit obligation for the Plans was $102,165,000 and $83,727,000, and for the other plans was $59,229,000 and $56,120,000 at December 31, 2011 and 2010, respectively. Expected future net benefit payments for all plans during each of the next five years and in aggregate for the five year period beginning with the sixth year are as follows: $11,733,000, $5,740,000, $6,325,000, $8,721,000, $11,313,000, and $65,097,000, respectively.

SEABOARD CORPORATION Notes to Consolidated Financial Statements

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

The amounts not reflected in net periodic benefit cost and included in accumulated other comprehensive income (AOCI) before taxes at December 31, 2011 and 2010 were as follows:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (Thousands of dollars) 2011 2010 Accumulated loss, net of gain $ (81,708) $ (54,752) Prior service cost, net of credit (6,351) (7,280) Transitional obligation (16) Total Accumulated Other Comprehensive Income $ (88,059) $ (62,048)

The amounts in AOCI expected to be recognized as components of net periodic benefit cost in 2012 are as follows:

(Thousands of dollars) 2012 Prior service cost, net of credit $ 844 Transition obligation 5,227 Estimated net periodic benefit cost $ 6,071

Seaboard participates in a multi-employer pension fund, the United Food & Commercial Workers International Union-Industry Pension Fund, which covers certain union employees under a collective bargaining agreement. This funds employer identification plan is 51-6055922 and this plans number is 001. For the plan year beginning July 1, 2011, this plans zone status is green and is not subject to a funding improvement plan. Seaboard is required to make contributions to this plan in amounts established under the collective bargaining agreement that expires in July 2014. Contribution expense for this plan was $545,000, $528,000 and $509,000 for the years ended December 31, 2011, 2010 and 2009, respectively, which represents less than five percent of total contributions to this plan. The applicable portion of the total plan benefits and net assets of this plan is not separately identifiable, although Seaboard has received notice that, under certain circumstances, it could be liable for unfunded vested benefits or other expenses of this jointly administered union plan. Seaboard has not established any liabilities for potential future withdrawal, as such withdrawal from this plan is not probable.

Seaboard maintains a defined contribution plan covering most of its domestic salaried and clerical employees. In 2011 and 2010, Seaboard contributed to this plan an amount equal to 50% of employee contributions, up to a maximum of 6% of employee compensation. In 2009, Seaboard contributed to this plan an amount equal to 100% of employee contributions, up to a maximum of 3% of employee compensation. Employee vesting is based upon years of service, with 20% vested after one year of service and an additional 20% vesting with each additional complete year of service. Contribution expense for this plan was $1,956,000, $1,826,000 and $1,868,000 for the years ended December 31, 2011, 2010 and 2009, respectively. In addition, Seaboard maintains a defined contribution plan covering most of its hourly, non-union employees and two defined contribution plans covering most of Dailys employees. Contribution expense for these plans was $507,000, $1,455,000 and $1,378,000 for the years ended December 31, 2011, 2010 and 2009, respectively.

SEABOARD CORPORATION Notes to Consolidated Financial Statements

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document investment accounts was $(1,505,000), $4,267,000 and $4,340,000 for the years ended December 31, 2011, 2010 and 2009, respectively. Included in other liabilities at December 31, 2011 and 2010 are $29,647,000 and $28,444,000, respectively, representing the market value of the payable to the employees upon distribution or exercise for each plan. In conjunction with these plans, Seaboard purchased the specified number of units of the employee-designated investment, plus the applicable option price for the Investment Option Plan. These investments are treated as trading securities and are stated at their fair market values. Accordingly, as of December 31, 2011 and 2010, $33,924,000 and $32,739,000, respectively, were included in other current assets on the Consolidated Balance Sheets. Investment income (loss) related to the mark-to-market of these investments for 2011, 2010, and 2009 totaled $(1,584,000), $4,203,000 and $4,253,000, respectively.

Note 11 Commitments and Contingencies In July 2009, Seaboard Corporation, and affiliated companies in its Commodity Trading and Milling segment, resolved a dispute with a third party related to a 2005 transaction in which a portion of its trading operations was sold to a firm located abroad. As a result of this action, Seaboard Overseas Limited received approximately $16,787,000, net of expenses, in the third quarter of 2009. There was no tax expense on this transaction.

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

Contingent Obligations Certain of the non-consolidated affiliates and third party contractors who perform services for Seaboard have bank debt supporting their underlying operations. From time to time, Seaboard will provide guarantees of that debt allowing a lower borrowing rate or facilitating third party financing in order to further business objectives. Seaboard does not issue guarantees of third parties for compensation. As of December 31, 2011, Seaboard had guarantees outstanding to three third parties with a total maximum exposure of $1,275,000. Seaboard has not accrued a liability for any of the third party or affiliate guarantees as management considers the likelihood of loss to be remote.

As of December 31, 2011, Seaboard had outstanding letters of credit (LCs) with various banks which reduced its borrowing capacity under its committed and uncommitted credit facilities as discussed in Note 8 by $48,078,000 and $25,045,000, respectively. Included in these amounts are LCs totaling $26,385,000, which support the IDRBs included as long-term debt and $21,500,000 of LCs related to insurance coverage.

Commitments As of December 31, 2011 Seaboard had various firm non-cancelable purchase commitments and commitments under other agreements, arrangements and operating leases, as described in the table below:

Purchase commitments Years ended December 31, (Thousands of dollars) 2012 2013 2014 2015 2016 Thereafter Hog procurement contracts $ 166,904 $ 118,934 $ 112,769 $ 109,784 $ 90,300 $ 73,580 Grain and feed ingredients 149,053 910 Grain purchase contracts for resale 409,011 Construction of new power barge 18,071 Fuel purchase contract 37,020 Equipment purchases and facility improvements 18,537 Other purchase commitments 28,538 2,597 71 35 34 161 Total firm purchase commitments 827,134 122,441 112,840 109,819 90,334 73,741 Vessel, time and voyage-charter Arrangements 101,087 48,093 28,262 26,098 18,849 98,961

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Contract grower finishing agreements 11,673 10,470 9,295 8,713 9,019 16,919 Other operating lease payments 17,920 15,370 13,893 13,345 13,215 187,766 Total unrecognized firm commitments $ 957,814 $ 196,374 $ 164,290 $ 157,975 $ 131,417 $ 377,387

Seaboard has contracted with third parties for the purchase of live hogs to process at its pork processing plant, and has entered into grain and feed ingredient purchase contracts to support its live hog operations. The commitment amounts included in the table are based on projected market prices as of December 31, 2011. During 2011, 2010

SEABOARD CORPORATION Notes to Consolidated Financial Statements and 2009, this segment paid $181,383,000, $183,982,000 and $163,047,000, respectively, for live hogs purchased under committed contracts.

The Commodity Trading and Milling segment enters into grain purchase contracts and ocean freight contracts, primarily to support firm sales commitments. These contracts are valued based on projected commodity prices as of December 31, 2011. This segment also has short-term voyage-charters in place for delivery of future grain sales.

The Marine segment enters into contracts to time-charter vessels for use in its operations. These contracts range from short-term time charters for a few months and long-term commitments ranging from one to twelve years. This segments charter hire expenses during 2011, 2010 and 2009 totaled $87,895,000, $57,606,000 and $82,728,000, respectively.

To support the operations of the Pork segment, Seaboard has contract grower finishing agreements in place with farmers to raise a portion of Seaboards hogs according to Seaboards specifications under long-term service agreements. Under the terms of the agreements, additional payments would be required if the grower achieves certain performance standards. The contract grower finishing obligations shown above do not reflect these incentive payments which, given current operating performance, total approximately $1,400,000 per year. In the event the farmer is unable to perform at an acceptable level, Seaboard has the right to terminate the contract. During the years ended 2011, 2010 and 2009, Seaboard paid $13,037,000, $13,752,000 and $13,703,000, respectively, under contract grower finishing agreements.

Seaboard also leases various facilities and equipment under non-cancelable operating lease agreements, including a terminal operations agreement at the Port of Miami which runs through 2028. Rental expense for operating leases amounted to $25,916,000, $24,835,000 and $26,404,000 in 2011, 2010 and 2009, respectively.

The Power segment entered into a contract for the supply of natural gas for 2012 related to the new power barge.

Note 12 Stockholders Equity and Accumulated Other Comprehensive Loss On October 31, 2011, the Board of Directors extended through October 31, 2012, the share repurchase program previously approved on November 6, 2009 and originally set to expire on October 31, 2011. Under this share repurchase program, Seaboard is authorized to repurchase from time to time up to $100,000,000 market value of its Common Stock in open market or privately negotiated purchases which may be above or below the traded market price. During the period that the share repurchase program remains in effect, from time to time, Seaboard may enter into a 10b5-1 plan authorizing a third party to make such purchases on behalf of Seaboard. The stock repurchase will be funded by cash on hand. Shares repurchased will be retired and resume the status of authorized and unissued shares. All stock repurchased will be made in compliance with applicable legal requirements and the timing of the repurchases and the number of shares repurchased at any given time will depend upon market conditions, compliance with Securities and Exchange Commission

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document regulations and other factors. The Boards stock repurchase authorization does not obligate a specific amount of common stock and the stock repurchase program may be suspended at any time at Seaboards discretion. As of December 31, 2011, $60,035,000 remains available for repurchase under this program. Seaboard used cash to repurchase, 5,282, 20,879 and 3,668 shares of common stock at a total price of $9,971,000, $29,994,000 and $3,370,000 in 2011, 2010 and 2009, respectively.

Seaboard did not pay any dividends in 2011 and currently does not intend to declare or pay any dividends during 2012 as there was a prepayment of the annual 2011 and 2012 dividends in December 2010.

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

December 31, (Thousands of dollars) 2011 2010 2009

Cumulative foreign currency translation adjustment $ (93,669) $ (81,280) $ (77,576) Unrealized gain (loss) on investments (311) 445 2,579 Unrecognized pension cost (62,085) (43,072) (39,789)

Accumulated other comprehensive loss $ (156,065) $ (123,907) $ (114,786)

SEABOARD CORPORATION Notes to Consolidated Financial Statements net assets denominated in Argentine pesos and $4,608,000 in net assets denominated in U.S. dollars in Argentina. At December 31, 2010, the Sugar segment had $187,305,000 in net assets denominated in Argentine pesos and $41,576,000 in net liabilities denominated in U.S. dollars in Argentina.

With the exception of the provision related to the foreign currency translation gains and losses discussed above, which are taxed at a 35% rate, income taxes for components of accumulated other comprehensive loss were recorded using a 39% effective tax rate. For 2011 and 2010, the unrecognized pension cost includes $20,362,000 and $13,231,000, respectively, related to employees at certain subsidiaries for which no tax benefit has been recorded.

Note 13 Segment Information Seaboard Corporation had six reportable segments through December 31, 2011: Pork, Commodity Trading and Milling, Marine, Sugar, Power and Turkey, each offering a specific product or service. Seaboards reporting segments are based on information used by Seaboards Chief Executive Officer in his capacity as chief operating decision maker to determine allocation of resources and assess performance. Each of the six main segments is separately managed, and each was started or acquired independent of the other segments. The Pork segment produces and sells fresh and frozen pork products to further processors, foodservice operators, grocery stores, distributors and retail outlets throughout the United States, and to Japan, Mexico and certain other foreign markets. The Commodity Trading and Milling segment is an integrated grain trading, grain processing and logistics operations that internationally markets wheat, corn, soybean meal, rice and other similar commodities in bulk to third party customers and to non-consolidated affiliates. This segment also operates flour, maize and feed mills in foreign countries. The Marine segment, based in Miami, Florida, provides containerized

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document cargo shipping services between the United States, the Caribbean Basin and Central and South America. The Sugar segment produces and processes sugar and alcohol in Argentina, primarily to be marketed locally. The Power segment is an unregulated independent power producer in the Dominican Republic operating floating power generating facilities from a system of diesel engines. The Turkey segment, accounted for using the equity method, produces and sells branded and non-branded turkeys and other turkey products. Total assets for the Turkey segment represents Seaboards investment in and notes receivable from this affiliate. Revenues for the All Other segment are primarily derived from the jalapeño pepper processing operations.

The Pork segment derives approximately 10% of its revenues from a few customers in Japan through one agent. Substantially all of its hourly employees at its Guymon processing plant are covered by a collective bargaining agreement. The Pork segment incurred an impairment charge of $5,600,000 recorded in cost of sales on the Consolidated Statement of Earnings related to its ham boning and processing plant in Mexico in the third quarter of 2011. See Note 5 for further discussion.

In the first quarter of 2011, the Commodity Trading and Milling (CT&M) segment recognized $101,080,000 in net sales related to previously deferred costs and deferred revenues under contracts for which the final sale prices were not fixed and determinable until 2011. In 2011 and 2009, the CT&M segment incurred certain grain inventory write-downs of $15,374,000 (with no tax benefit recognized), or $12.65 per share, and $8,801,000 (with no tax benefit recognized), or $7.10 per share, respectively, for various customer contract performance issues. At December 31, 2011, Seaboard did not have any material remaining amounts of grain inventories previously disclosed for which customer contract performance is a heightened concern.

In the fourth quarter of 2011, the CT&M segment recognized a $5,080,000 gain (Seaboards proportionate share) in income from affiliates as a result of its non-consolidated affiliate in Haitis final insurance settlement related to the 2010 earthquake. The insurance settlement related to property damages and business interruption. The rebuilt mill was completed in December 2011. The CT&M segment derives a significant portion of its operating income from sales to a non-consolidated affiliate and also derives a significant portion of its income from affiliates from this same affiliate.

In December 2011, the CT&M segment made an $8,493,000 advance capital lease payment to begin operations in 2012 of a flour mill in Ghana. The initial lease term is for 33 years with an option to renew for additional years. This lease was accounted for as a capital lease and increased fixed assets by $9,763,000 and liabilities by $1,270,000 as of December 31, 2011. During the third quarter of 2010, Seaboard acquired a majority interest in a commodity origination, storage and processing business in Canada for approximately $6,747,000, including $1,169,000 of cash acquired. This transaction was accounted for using the purchase method, and would not have significantly affected net earnings or earnings per share on a pro forma basis.

SEABOARD CORPORATION Notes to Consolidated Financial Statements

Prior to the first quarter of 2009, the Sugar segment was named Sugar and Citrus reflecting the citrus and related juice operations of this business. During the first quarter of 2009, management reviewed its strategic options for the citrus business in light of a continually difficult operating environment. In March 2009, management decided not to process, package or market the 2009 harvest for the citrus and related juice operations. As a result, during the first quarter of 2009, a charge to earnings primarily in cost of sales of $2,803,000 was recorded primarily to write down the value of related citrus and juice inventories to net realizable value, considering such remaining inventory will not be marketed similar to prior years but instead liquidated. In the second quarter of 2009, management decided to integrate and transform the land previously used for citrus production into sugar cane production and thus incurred an additional charge to earnings primarily in cost of sales of approximately $2,497,000 during the second quarter of 2009 in connection with this change in business. The remaining fixed assets from the citrus operations, primarily buildings and equipment, have either been sold under long-term agreements or integrated into the sugar business. However, since such sale agreements are long-term and collectibility of the sales price

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document is not reasonably assured, the sale is being recognized under the cost recovery method and thus the gain on sale, which is not material, will not be recognized until proceeds collected exceed the net book value of the assets sold.

On April 8, 2011, Seaboard closed the sale of its two floating power generating facilities in the Dominican Republic, for $73,102,000 (net of $3,000,000 placed in escrow for potential dry dock costs). During March 2009, $15,000,000 was paid to Seaboard. In the second quarter of 2011, the previously escrowed balance of $55,000,000, less $3,000,000 to remain in escrow for potential dry dock costs, plus $2,796,000 of escrow earnings and $3,306,000 for various inventory items related to one of the facilities, was paid to Seaboard. Seaboard received $1,500,000 of the $3,000,000 in escrow in the third quarter of 2011. The $1,500,000 was recognized as a gain on sale of assets in operating income in the third quarter of 2011. Seaboard ceased depreciation on January 1, 2010 for these two power generating facilities but continued to operate them until March 30, 2011. The net book value of the two power generating facilities and certain inventory items was $21,679,000 at the sale close date. Seaboard recognized a gain on sale of assets of $51,423,000 in operating income in the second quarter of 2011. In late March 2011, the purchaser entered into discussions with Seaboard to lease one of the facilities to Seaboard for a short period of time. On April 20, 2011, Seaboard signed a short-term lease agreement that allowed Seaboard to resume operations of one of the facilities (72 megawatts) and operate it through approximately March 31, 2012. Seaboard and the purchaser also agreed to defer the sale to the purchaser of the inventory related to the leased facility until the end of the lease term. Seaboard retained all other physical properties of this business and constructed a new 106 megawatt floating power generating facility for use in the Dominican Republic for a total project cost of approximately $133,000,000, including capitalized interest. This new facility is anticipated to begin commercial operations in March 2012.

The Turkey segment, acquired on December 6, 2010 and accounted for using the equity method, had operating income in 2011 of $55,164,000 and operating loss of $169,000 in 2010. On December 31, 2011, Butterball closed its Longmont, Colorado processing plant, resulting in an impairment of fixed assets charge and accrued severance charges. Seaboards proportionate share of these charges was $(3,005,000) recognized in income from affiliates in the second half of 2011.

The following tables set forth specific financial information about each segment as reviewed by management, except for the Turkey segment information previously disclosed in Note 4 to the Consolidated Financial Statements. Operating income for segment reporting is prepared on the same basis as that used for consolidated operating income. Operating income, along with income from affiliates for the Commodity Trading and Milling and Turkey segment, is used as the measure of evaluating segment performance because management does not consider interest and income tax expense on a segment basis.

Sales to External Customers: Years ended December 31, (Thousands of dollars) 2011 2010 2009 Pork $ 1,744,630 $ 1,388,265 $ 1,065,338 Commodity Trading and Milling 2,689,786 1,808,948 1,531,572 Marine 928,548 853,565 737,629 Sugar 259,786 195,993 142,966 Power 111,391 124,034 107,074 All Other 12,761 14,897 16,729 Segment/Consolidated Totals $ 5,746,902 $ 4,385,702 $ 3,601,308

SEABOARD CORPORATION Notes to Consolidated Financial Statements

Operating Income: Years ended December 31, (Thousands of dollars) 2011 2010 2009

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Pork $ 259,271 $ 213,325 $ (15,025) Commodity Trading and Milling 43,225 34,432 24,839 Marine (3,904) 47,612 24,113 Sugar 65,101 31,741 (851) Power 60,845 13,424 8,172 All Other (1,191) 832 1,498 Segment Totals 423,347 341,366 42,746 Corporate (16,143) (20,300) (19,023) Consolidated Totals $ 407,204 $ 321,066 $ 23,723

Income from Affiliates: Years ended December 31, (Thousands of dollars) 2011 2010 2009 Commodity Trading and Milling $ 13,450 $ 20,983 $ 19,128 Sugar 440 980 1,030 Turkey 12,731 (998) Segment/Consolidated Totals $ 26,621 $ 20,965 $ 20,158

Depreciation and Amortization: Years ended December 31, (Thousands of dollars) 2011 2010 2009 Pork $ 43,866 $ 50,813 $ 53,182 Commodity Trading and Milling 5,567 5,165 4,681 Marine 22,675 22,743 21,772 Sugar 8,289 7,180 7,732 Power 192 204 3,783 All Other 403 428 431 Segment Totals 80,992 86,533 91,581 Corporate 231 269 260 Consolidated Totals $ 81,223 $ 86,802 $ 91,841

Total Assets: December 31, (Thousands of dollars) 2011 2010 Pork $ 738,574 $ 761,490 Commodity Trading and Milling 755,903 686,379 Marine 261,781 246,902 Sugar 269,564 223,223 Power 165,118 91,739 Turkey 312,164 277,778 All Other 6,257 6,332 Segment Totals 2,509,361 2,293,843 Corporate 497,367 440,243 Consolidated Totals $ 3,006,728 $ 2,734,086

SEABOARD CORPORATION Notes to Consolidated Financial Statements

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Investment in and Advances to Affiliates: December 31, (Thousands of dollars) 2011 2010 Commodity Trading and Milling $ 160,402 $ 140,696 Sugar 3,177 2,957 Turkey 201,261 187,669 Segment/Consolidated Totals $ 364,840 $ 331,322

Capital Expenditures: Years ended December 31, (Thousands of dollars) 2011 2010 2009 Pork $ 39,890 $ 9,568 $ 15,188 Commodity Trading and Milling 5,192 2,390 2,650 Marine 31,210 28,411 14,697 Sugar 22,626 30,620 21,603 Power 84,041 31,709 39 All Other 60 362 87 Segment Totals 183,019 103,060 54,264 Corporate 729 276 12 Consolidated Totals $ 183,748 $ 103,336 $ 54,276

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

Geographic Information Seaboard had sales in South Africa totaling $622,354,000, $420,277,000 and $292,547,000 for the years ended December 31, 2011, 2010 and 2009, respectively, representing approximately 11%, 10% and 8% of total sales for each respective year. No other individual foreign country accounted for 10% or more of sales to external customers.

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

Years ended December 31, (Thousands of dollars) 2011 2010 2009 Caribbean, Central and South America $ 2,225,829 $ 1,702,823 $ 1,406,749 Africa 1,489,409 1,061,221 969,324 United States 1,328,116 1,079,316 855,412 Canada/Mexico 407,593 245,935 146,601 Pacific Basin and Far East 238,116 198,100 165,721 Eastern Mediterranean 49,472 78,380 14,964 Europe 8,367 19,927 42,537 Totals $ 5,746,902 $ 4,385,702 $ 3,601,308

The following table provides a geographic summary of Seaboards long-lived assets according to their physical location and primary port for the vessels:

December 31, (Thousands of dollars) 2011 2010 United States $ 515,375 $ 511,908 Dominican Republic 120,707 56,928 Argentina 111,726 105,298 All other 50,419 49,197 Totals $ 798,227 $ 723,331

At December 31, 2011 and 2010, Seaboard had approximately $221,584,000 and $183,163,000, respectively, of foreign receivables, excluding receivables due from affiliates, which generally represent more of a collection risk than the domestic receivables. Management believes its allowance for doubtful accounts is adequate.

SEABOARD CORPORATION Stockholder Information

Board of Directors Steven J. Bresky Joseph E. Rodrigues Director and Chairman of the Board Director President and Chief Executive Officer of Seaboard Retired, former Executive Vice President and Treasurer of Seaboard David A. Adamsen Director and Audit Committee Member Edward I. Shifman, Jr. Former Vice President Wholesale Sales, Retired, former Managing Director and Executive C&S Wholesale Grocers Vice President of Wachovia Capital Finance

Douglas W. Baena Director and Audit Committee Chair Self-employed, engaging in facilitation of equipment leasing financings and consulting

Officers Steven J. Bresky David S. Oswalt President and Chief Executive Officer Senior Vice President, Taxation and Business Development Robert L. Steer Executive Vice President, Chief Financial Officer John A. Virgo Senior Vice President, Corporate Controller and Chief David M. Becker Accounting Officer Senior Vice President, General Counsel and Secretary

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document David H. Rankin Barry E. Gum Vice President Senior Vice President, Finance and Treasurer Ty A. Tywater James L. Gutsch Vice President, Audit Services Senior Vice President, Engineering Zachery J. Holden Ralph L. Moss Assistant Secretary Senior Vice President, Governmental Affairs Adriana N. Hoskins Assistant Treasurer

Chief Executive Officers of Principal Seaboard Operations Terry J. Holton Hugo D. Rossi Pork Sugar

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

Edward A. Gonzalez Marine

Stock Transfer Agent and Registrar of Stock Availability of Form 10-K Report Computershare Seaboard files its Annual Report on Form 10-K with P.O. Box 3580160 the Securities and Exchange Commission. Copies of the Pittsburgh, PA 15252-8010 Form 10-K for fiscal 2011 are available without charge (866) 351-3330 by writing Seaboard Corporation, 9000 West 67th Street, Merriam, Kansas 66202, Attention: Shareholder Auditors Relations or via the Internet at KPMG LLP http://www.seaboardcorp.com/investor-sec.aspx. 1000 Walnut, Suite 1000 Kansas City, Missouri 64106 Seaboard provides access to its most recent Form 10-K, 10-Q and 8-K reports on its Internet website, free of Stock Listing charge, as soon as reasonably practicable after those Seaboards common stock is traded on the NYSE Amex Equities reports are electronically filed with the Securities and under the symbol SEB. Seaboard had 157 shareholders of record Exchange Commission. of its common stock as of January 27, 2012.

SUBSIDIARIES NAMES UNDER STATE OR OTHER OF THE WHICH SUBSIDIARIES JURISDICTION REGISTRANT DO BUSINESS OF INCORPORATION Africa Staple Food, S.A. Same Republic of Congo African Poultry Development Limited* Same Mauritius Agencias Generales Conaven, C.A. Conaven Venezuela Agencia Maritima del Istmo, S.A. Same Costa Rica Alconoa S.R.L. Same Argentina BB Colorado Holdings LLC Same Colorado BINA Congo Holdings Limited* Same Bermuda BINA Congo Limited* Same Bermuda Butterball, LLC* Same North Carolina Cape Fear Railways, Inc. Same North Carolina Cayman Freight Shipping Services, Ltd.* Same Cayman Islands Chestnut Hill Farms Honduras, S. de R.L. de C.V. Same Honduras Compania Industrial de Productos Agropecuarios S.A.* Same Colombia ContiLatin del Peru S.A.* Same Peru Corporacion Alto Valle, S.A.S. ALVASA Dominican Republic Dalian Sino Fortune Trading Co., Ltd.* Same China Delta Packaging Company Ltd.* Same Nigeria Ecuador Holdings, Ltd* Same Bermuda Eureka Chickens Limited* Same Zambia Fairfield Rice Incorporated* Same Guyana Fill-More Seeds Inc. Same and Seaboard Specialty Grains Canada & Foods Flour Mills of Ghana Limited Same Ghana Franquicias Azucareras S.A.* Same Argentina Global Trading Sierra Leone Limited Same Bahamas Gloridge Bakery (PTY) Limited* Same Republic of South Africa Grassmere Holdings Limited Same Mauritius Green Island Maritime, Inc. Same Florida High Plains Bioenergy, LLC Same Oklahoma HPB Biodiesel Inc. Same Delaware Hybrid Poultry (Mauritius) Limited* Same Mauritius H & O Shipping Limited(1) Same Liberia I.A.G. (Zambia) Limited Same Zambia Ingenio y Refineria San Martin del Tabacal S.R.L. Tabacal Argentina InterAfrica Grains Ltd. Same Bermuda InterAfrica Grains (Proprietary) Limited Same Republic of South Africa Inversiones y Servicios Diversos, S.A. INVERSA Guatemala JacintoPort International LLC Same Texas

JP LP, LLC Same Delaware

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Les Moulins dHaiti S.E.M.* Same Haiti Lesotho Flour Mills Limited* Same Lesotho Life Flour Mill Limited.* Same Nigeria LMM Farine S.A. Same Madagascar Maple Creek Farms, LLC Same Kansas Merriam Financial Services, Ltd. Same Bermuda Merriam International Finance B.V. Same The Netherlands Minoterie de Matadi, S.A.R.L.* Midema Democratic Republic of Congo Minoterie du Congo, S.A. Minoco Republic of Congo Mission Funding, L.L.C. Same Delaware Moderna Alimentos, S.A.* Same Ecuador Molinos Champion, S.A.* Same Ecuador Mount Dora Farms de Honduras, S.R.L. Same Honduras Mount Dora Farms Inc. Same and SeaRice Caribbean Florida National Milling Company of Guyana, Inc. Namilco Guyana National Milling Corporation Limited Namilco Zambia Plum Grove Pty Ltd. Same Australia Premier Feeds Mills Company Limited* Same Nigeria Productores de Alcoholes y Melaza S.A.* PAMSA Argentina Productos Alimenticios Nutradeli Ecuador S.A.* Same Ecuador PS International, LLC Same Delaware Rafael del Castillo & Cia. S.A.* Molinos Tres Castillos Colombia Representaciones Maritimas y Aereas, S.A. REMARSA Guatemala Representaciones y Ventas S.A.* Same Ecuador Sea Cargo, S.A. Same Panama Seaboard Bulk Services, Ltd. Same Bermuda Seaboard de Colombia, S.A. Same Colombia Seaboard de Mexico USA LLC(2) Same Delaware Seaboard de Nicaragua, S.A. Same Nicaragua Seaboard del Peru, S.A. Same Peru Seaboard Farms of Athens, Inc. Same Kansas Seaboard Farms of Elberton, Inc. Same Kansas Seaboard Foods LLC Same Oklahoma Seaboard Foods of Missouri, Inc. Same Missouri Seaboard Freight & Shipping Jamaica Limited Same Jamaica Seaboard Ghana Ltd. Same Bermuda Seaboard Guyana Ltd. Same Bermuda

Seaboard Honduras, S. de R.L. de C.V. Same Honduras Seaboard Marine Bahamas, Ltd. Same Bahamas Seaboard Marine of Haiti, S.E. Same Haiti Seaboard Marine Ltd.(3) Same Liberia Seaboard Marine of Florida, Inc. Same Florida Seaboard Marine (Trinidad) Limited Same Trinidad Seaboard Minoco Ltd. Same Bermuda Seaboard MOZ Limited Same Bermuda

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Seaboard (Nigeria) Limited Same Nigeria Seaboard Overseas Colombia Limitada Same Colombia Seaboard Overseas (IOM) Ltd. Same Isle of Man Seaboard Overseas Limited Same Bermuda Seaboard Overseas Management Company, Ltd. Same Bermuda Seaboard Overseas Trading and Shipping (PTY) Ltd. Same South Africa Seaboard Ship Management Inc. Same Florida Seaboard Solutions de Honduras, S.de R.L. Same Honduras Seaboard Solutions, Inc. Same Delaware Seaboard Trading and Shipping Ltd. Same Kansas Seaboard Transport Canada, Inc. Same Delaware Seaboard Transport LLC Same Oklahoma Seaboard West Africa Limited* Same Sierra Leone Seaboard Zambia Ltd. Same Bermuda SEADOM, S.A.S. Same Dominican Republic SeaMaritima, S.A. de C.V. Same Mexico SeaRice Limited Same Bermuda SeaRice Guyana, Inc. Same Guyana Secuador Limited Same Bermuda SEEPC (Nigeria) Ltd.* Same Nigeria Servicios Maritimos Intermodales, C.A. Same Venezuela Shawnee Funding, Limited Partnership Same Delaware Shawnee GP LLC Same Delaware Shawnee Leasing LLC Same Oklahoma Shawnee LP LLC Same Delaware Shilton Limited Same Cayman Islands Shilton Zambia, Ltd. Same Zambia Societe Africaine de Developpement Industrielle SADIA Kinshasa Alimentaire* SSI Ocean Services, Inc. Same Florida Stewart Southern Railway Inc.* Same Canada T-S Shared Operations, LLC* Same Missouri

TFL Life Foods Limited* Same Nigeria Transcontinental Capital Corp. (Bermuda) Ltd. TCCB Bermuda Unga Farmcare (East Africa) Limited* Same Kenya Unga Holdings Limited* Same Kenya Unga Limited* Same Kenya Unga Millers (Uganda) Limited* Same Uganda Zenith Investment Limited* Same Nigeria

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

CERTIFICATIONS

I, Steven J. Bresky, certify that:

1. I have reviewed this annual report on Form 10-K of Seaboard Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting.

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

CERTIFICATIONS

I, Robert L. Steer, certify that:

1. I have reviewed this annual report on Form 10-K of Seaboard Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting.

/s/ Robert L. Steer Robert L. Steer, Executive Vice President, Chief Financial Officer

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the Report) by Seaboard Corporation (the Company), the undersigned, as the Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

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

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

Date: February 28, 2012

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

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the Report) by Seaboard Corporation (the Company), the undersigned, as the Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

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

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

Date: February 28, 2012

/s/ Robert L. Steer Robert L. Steer, Executive Vice President, Chief Financial Officer

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12 Months Ended Inventories (Details) (USD $) Dec. 31, Dec. 31, Dec. 31, 2011 2010 2009 At lower of LIFO cost or market: Live hogs and materials $ $ 228,624,000 200,600,000 Fresh pork and materials 29,426,000 24,779,000 Inventories at lower of LIFO cost or market, Gross 258,050,000 225,379,000 LIFO adjustment (57,783,000)(24,085,000) Total inventories at lower of LIFO cost or market 200,267,000 201,294,000 At lower of FIFO cost or market: Grains and oilseeds 251,839,000 203,232,000 Sugar produced and in process 78,730,000 50,190,000 Other 63,449,000 44,013,000 Total inventories at lower of FIFO cost or market 394,018,000 297,435,000 Grain, flour and feed at lower of weighted average cost or market 50,645,000 35,032,000 Total inventories 644,930,000 533,761,000 LIFO method increase (decrease) in earnings (20,556,000)(780,000) 10,898,000 LIFO method increase (decrease) in earnings per share (in dollars per $ (16.92) $ (0.64) $ 8.81 share) Amount that inventories would have been higher by if the FIFO method $ $ had been used 57,783,000 24,085,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Commitments and 12 Months Ended Contingencies (Details 2) Dec. 31, 2011 Dec. 31, 2010Dec. 31, 2009 (USD $) Commitments 2012 $ 957,814,000 2013 196,374,000 2014 164,290,000 2015 157,975,000 2016 131,417,000 Thereafter 377,387,000 Hog procurement contracts Commitments 2012 166,904,000 2013 118,934,000 2014 112,769,000 2015 109,784,000 2016 90,300,000 Thereafter 73,580,000 Hog procurement contracts | Pork segment Commitments Amount paid under the contract 181,383,000 183,982,000 163,047,000 Grain and feed ingredients Commitments 2012 149,053,000 2013 910,000 Grain purchase contracts for resale Commitments 2012 409,011,000 Construction of new power barge Commitments 2012 18,071,000 Fuel purchase contract Commitments 2012 37,020,000 Equipment purchases and facility improvements Commitments 2012 18,537,000 Other purchase commitments Commitments 2012 28,538,000 2013 2,597,000 2014 71,000 2015 35,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2016 34,000 Thereafter 161,000 Total firm purchase commitments Commitments 2012 827,134,000 2013 122,441,000 2014 112,840,000 2015 109,819,000 2016 90,334,000 Thereafter 73,741,000 Vessel, time and voyage-charter Arrangements Commitments 2012 101,087,000 2013 48,093,000 2014 28,262,000 2015 26,098,000 2016 18,849,000 Thereafter 98,961,000 Vessel, time and voyage-charter Arrangements | Marine Commitments Amount paid under the contract 87,895,000 57,606,000 82,728,000 Vessel, time and voyage-charter Arrangements | Marine | Minimum Commitments Contract period (in years) 1 Vessel, time and voyage-charter Arrangements | Marine | Maximum Commitments Contract period (in years) 12 Contract grower finishing agreements Commitments 2012 11,673,000 2013 10,470,000 2014 9,295,000 2015 8,713,000 2016 9,019,000 Thereafter 16,919,000 Contract grower finishing agreements | Pork segment Conditional and Unconditional Commitments Incentive payments for achieving certain performance standards 1,400,000 Amount paid under the contract 13,037,000 13,752,000 13,703,000 Other operating lease payments Commitments 2012 17,920,000 2013 15,370,000 2014 13,893,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2015 13,345,000 2016 13,215,000 Thereafter 187,766,000 Operating Leases Rental expense for operating leases $ 25,916,000 $ 24,835,000 $ 26,404,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12 Months Ended Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, May 29, 2011 2011 2010 Dec. 31, Dec. 31, Aug. 28, 2010 2011 2010 2011 2011 2010 Dec. 31, Dec. 31, 2010 Net Net Net 2011 2010 2010 Derivatives and Fair Value Dec. 31, Dec. 31, Dec. 31, Net Net Net Net Net Net 2011 2010 Interest commoditycommoditycommodity Interest Interest Interest of Financial Instruments 2011 2010 2009 commodity commoditycommoditycommoditycommoditycommodity Foreign Foreign rate purchase purchase purchase rate rate rate (Details 3) (USD $) CommodityCommodityCommodity purchase purchase purchase sale sale sale currency currency exchange contracts contracts contracts exchange exchange exchange contracts contracts contracts contracts contracts contracts contracts contracts contracts exchange exchange agreements Soybean Soybean Soybean agreements agreements agreements Grain Hogs Hogs Grain Heating oil Heating oil agreements agreements Y oil meal meal agreement agreement Y bushel pound pound bushel gallon gallon agreement pound ton ton Derivative commodity instruments Nonmonetary notional amount 5,880,000 2,580,000 23,300 2,900 2,280,000 43,240,000 10,599,000 1,176,000 1,806,000 Net realized and unrealized $ $ 8,047,000 $ 7,047,000 gains on derivatives 20,279,000 Aggregate notional amount 158,266,000183,042,000100,000,000100,000,000 Notional amounts $ $ 25,000,000 25,000,000 Number of derivative 4 4 3 agreements entered Term of derivative contract (in 10 10 years)

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Stockholders' Equity and 12 Months Ended Accumulated Other Dec. 31, Dec. 31, Dec. 31, 2011 Dec. 31, 2010 Dec. 31, 2009 Comprehensive Loss 2011 2010 USD ($) USD ($) USD ($) (Details) ARS ARS Stockholders' Equity and Accumulated Other Comprehensive Loss Stock repurchase programs, authorized $ amount 100,000,000 Remaining authorized repurchase amount under November 2009 share repurchase 60,035,000 program Common shares repurchased 5,282 20,879 3,668 Repurchase of common stock 9,971,000 29,994,000 3,370,000 Components of accumulated other comprehensive loss, net of related taxes Cumulative foreign currency translation (93,669,000) (81,280,000) (77,576,000) adjustment Unrealized gain (loss) on investments (311,000) 445,000 2,579,000 Unrecognized pension cost (62,085,000) (43,072,000) (39,789,000) Accumulated other comprehensive loss (156,065,000)(123,907,000)(114,786,000) Net assets of Sugar segment denominated in 215,921,000187,305,000 Argentine pesos Net assets of Sugar segment denominated in 4,608,000 U.S. dollars Net liabilities of Sugar segment 41,576,000 denominated in U.S. dollars Income tax rate for foreign currency 35.00% 35.00% 35.00% translation gains and losses (as a percent) Effective income tax rate for components of accumulated other comprehensive loss (as a 39.00% 39.00% 39.00% percent) Unrecognized pension cost related to $ 20,362,000 $ 13,231,000 employees at certain subsidiaries

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Derivatives and Fair Value Dec. 31, Dec. 31, of Financial Instruments 2011 2010 (Details) (USD $) Assets: Available-for-sale securities $ $ 0 308,380,000 Commodities Assets: Derivatives 5,144,000 15,966,000 Margin account 8,619,000 2,178,000 Derivative assets and liabilities, net basis 8,234,000 8,974,000 Liabilities: Derivatives 5,529,000 9,170,000 Interest rate swaps Assets: Derivatives 1,410,000 Liabilities: Derivatives 11,268,000 1,161,000 Foreign currencies Assets: Derivatives 2,247,000 120,000 Liabilities: Derivatives 3,380,000 11,652,000 Short-term investments Assets: Available-for-sale securities 297,443,000308,380,000 Trading securities 25,813,000 23,825,000 Money market funds Assets: Available-for-sale securities 139,420,000110,164,000 Corporate bonds Assets: Available-for-sale securities 89,146,000 82,351,000 Enhanced cash mutual fund Assets: Available-for-sale securities 60,302,000 Fixed rate municipal notes and bonds Assets: Available-for-sale securities 17,788,000 20,648,000 Emerging markets debt mutual fund Assets: Available-for-sale securities 16,399,000 Collateralized mortgage obligations Assets:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Available-for-sale securities 15,011,000 12,380,000 U.S. Government agency securities Assets: Available-for-sale securities 9,757,000 10,184,000 U.S. Treasury securities Assets: Available-for-sale securities 4,905,000 7,148,000 Asset backed debt securities Assets: Available-for-sale securities 3,533,000 2,848,000 Other Assets: Trading securities 1,484,000 2,355,000 High yield trading debt securities Assets: Trading securities 20,750,000 20,783,000 Emerging markets trading debt mutual funds Assets: Trading securities 2,487,000 Emerging markets trading debt securities Assets: Trading securities 2,355,000 2,072,000 Recurring basis | Balance at period end Assets: Total Assets 364,571,000382,442,000 Liabilities: Total Liabilities 20,177,000 21,983,000 Recurring basis | Balance at period end | Commodities Assets: Derivatives 5,144,000 15,966,000 Margin account 8,619,000 2,178,000 Derivative assets and liabilities, net basis 8,234,000 8,974,000 Liabilities: Derivatives 5,529,000 9,170,000 Recurring basis | Balance at period end | Interest rate swaps Assets: Derivatives 1,410,000 Liabilities: Derivatives 11,268,000 1,161,000 Recurring basis | Balance at period end | Foreign currencies Assets: Derivatives 2,247,000 120,000 Liabilities: Derivatives 3,380,000 11,652,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Recurring basis | Balance at period end | Money market funds | Short-term investments Assets: Available-for-sale securities 139,420,000110,164,000 Recurring basis | Balance at period end | Money market funds | Other current assets Assets: Trading securities 4,521,000 3,208,000 Recurring basis | Balance at period end | Corporate bonds | Short-term investments Assets: Available-for-sale securities 89,146,000 82,351,000 Recurring basis | Balance at period end | Corporate bonds | Other current assets Assets: Trading securities 72,000 Recurring basis | Balance at period end | Enhanced cash mutual fund | Short-term investments Assets: Available-for-sale securities 60,302,000 Recurring basis | Balance at period end | Fixed rate municipal notes and bonds | Short- term investments Assets: Available-for-sale securities 17,788,000 20,648,000 Recurring basis | Balance at period end | Emerging markets debt mutual fund | Short- term investments Assets: Available-for-sale securities 16,399,000 Recurring basis | Balance at period end | Collateralized mortgage obligations | Short- term investments Assets: Available-for-sale securities 15,011,000 12,380,000 Recurring basis | Balance at period end | U.S. Government agency securities | Short- term investments Assets: Available-for-sale securities 9,757,000 10,184,000 Recurring basis | Balance at period end | U.S. Government agency securities | Other current assets Assets: Trading securities 2,085,000 1,371,000 Recurring basis | Balance at period end | U.S. Treasury securities | Short-term investments Assets: Available-for-sale securities 4,905,000 7,148,000 Recurring basis | Balance at period end | U.S. Treasury securities | Other current assets Assets: Trading securities 1,474,000 2,732,000 Recurring basis | Balance at period end | Asset backed debt securities | Short-term investments

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Assets: Available-for-sale securities 3,533,000 2,848,000 Recurring basis | Balance at period end | Other | Short-term investments Assets: Available-for-sale securities 1,484,000 2,355,000 Recurring basis | Balance at period end | Other | Other current assets Assets: Trading securities 236,000 183,000 Recurring basis | Balance at period end | High yield trading debt securities | Short-term investments Assets: Trading securities 20,750,000 20,783,000 Recurring basis | Balance at period end | Emerging markets trading debt mutual funds | Short-term investments Assets: Trading securities 2,487,000 Recurring basis | Balance at period end | Emerging markets trading debt securities | Short-term investments Assets: Trading securities 2,355,000 2,072,000 Recurring basis | Balance at period end | Other debt securities | Short-term investments Assets: Trading securities 221,000 970,000 Recurring basis | Balance at period end | Domestic equity securities | Other current assets Assets: Trading securities 13,563,000 13,332,000 Recurring basis | Balance at period end | Foreign equity securities | Other current assets Assets: Trading securities 7,490,000 8,157,000 Recurring basis | Balance at period end | Fixed income mutual funds | Other current assets Assets: Trading securities 4,483,000 3,758,000 Recurring basis | Level 1 Assets: Total Assets 190,167,000211,010,000 Liabilities: Total Liabilities 5,529,000 9,170,000 Recurring basis | Level 1 | Commodities Assets: Derivatives 5,144,000 15,958,000 Liabilities: Derivatives 5,529,000 9,170,000 Recurring basis | Level 1 | Money market funds | Short-term investments

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Assets: Available-for-sale securities 139,420,000110,164,000 Recurring basis | Level 1 | Money market funds | Other current assets Assets: Trading securities 4,521,000 3,208,000 Recurring basis | Level 1 | Enhanced cash mutual fund | Short-term investments Assets: Available-for-sale securities 60,302,000 Recurring basis | Level 1 | Emerging markets debt mutual fund | Short-term investments Assets: Available-for-sale securities 16,399,000 Recurring basis | Level 1 | Other | Other current assets Assets: Trading securities 159,000 157,000 Recurring basis | Level 1 | Emerging markets trading debt mutual funds | Short-term investments Assets: Trading securities 2,487,000 Recurring basis | Level 1 | Domestic equity securities | Other current assets Assets: Trading securities 13,563,000 13,332,000 Recurring basis | Level 1 | Foreign equity securities | Other current assets Assets: Trading securities 3,991,000 4,131,000 Recurring basis | Level 1 | Fixed income mutual funds | Other current assets Assets: Trading securities 4,483,000 3,758,000 Recurring basis | Level 2 Assets: Total Assets 174,404,000171,432,000 Liabilities: Total Liabilities 14,648,000 12,813,000 Recurring basis | Level 2 | Commodities Assets: Derivatives 8,000 Recurring basis | Level 2 | Interest rate swaps Assets: Derivatives 1,410,000 Liabilities: Derivatives 11,268,000 1,161,000 Recurring basis | Level 2 | Foreign currencies Assets: Derivatives 2,247,000 120,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Liabilities: Derivatives 3,380,000 11,652,000 Recurring basis | Level 2 | Corporate bonds | Short-term investments Assets: Available-for-sale securities 89,146,000 82,351,000 Recurring basis | Level 2 | Corporate bonds | Other current assets Assets: Trading securities 72,000 Recurring basis | Level 2 | Fixed rate municipal notes and bonds | Short-term investments Assets: Available-for-sale securities 17,788,000 20,648,000 Recurring basis | Level 2 | Collateralized mortgage obligations | Short-term investments Assets: Available-for-sale securities 15,011,000 12,380,000 Recurring basis | Level 2 | U.S. Government agency securities | Short-term investments Assets: Available-for-sale securities 9,757,000 10,184,000 Recurring basis | Level 2 | U.S. Government agency securities | Other current assets Assets: Trading securities 2,085,000 1,371,000 Recurring basis | Level 2 | U.S. Treasury securities | Short-term investments Assets: Available-for-sale securities 4,905,000 7,148,000 Recurring basis | Level 2 | U.S. Treasury securities | Other current assets Assets: Trading securities 1,474,000 2,732,000 Recurring basis | Level 2 | Asset backed debt securities | Short-term investments Assets: Available-for-sale securities 3,533,000 2,848,000 Recurring basis | Level 2 | Other | Short-term investments Assets: Available-for-sale securities 1,484,000 2,355,000 Recurring basis | Level 2 | Other | Other current assets Assets: Trading securities 77,000 26,000 Recurring basis | Level 2 | High yield trading debt securities | Short-term investments Assets: Trading securities 20,750,000 20,783,000 Recurring basis | Level 2 | Emerging markets trading debt securities | Short-term investments Assets: Trading securities 2,355,000 2,072,000 Recurring basis | Level 2 | Other debt securities | Short-term investments

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Assets: Trading securities 221,000 970,000 Recurring basis | Level 2 | Foreign equity securities | Other current assets Assets: Trading securities $ 3,499,000 $ 4,026,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12 Months Ended Employee Benefits (Tables) Dec. 31, 2011 Employee Benefits Schedule of asset allocation targets and actual investment composition within the Plans Actual Composition of Plans at December 31, Target Allocations 2011 2010 Domestic Large Cap Equity 29-40% 29-40% 31-42% Domestic Small and Mid-Cap Equity 7-10% 11-13% 12-14% International Equity 11-16% 10-15% 11-15% Fixed Income 25-42% 23-40% 22-39% Alternative investments 6-8% 6-7% 4-5% Cash and cash equivalents 1-5% 2-4% 2-3% Schedule of Plans' assets measured at fair value

Balance December 31, (Thousands of dollars) 2011 Level 1 Level 2 Level 3 Assets: Domestic equity securities $ 34,770 $34,770 $ – $ – Corporate bonds 18,526 – 18,526 – Foreign equity securities 7,107 7,107 – – Fixed income mutual funds 6,400 6,400 – – Money market funds 6,513 6,513 – U.S. Treasury STRIPS 3,587 – 3,587 – Emerging markets- equity 3,349 3,349 – – Mutual funds-equities 3,485 3,485 – – Real estate mutual fund 2,909 2,909 – – Exchange traded funds- fixed income 1,788 1,788 – – Municipal bonds 2,048 – 2,048 – Other 1,030 – 1,030 – Total Assets $ 91,512 $66,321 $25,191 $ –

Balance December 31, (Thousands of dollars) 2010 Level 1 Level 2 Level 3 Assets: Domestic equity securities $ 27,411 $27,411 $ – $ – Corporate bonds 19,570 – 19,570 –

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Collective investment funds 12,889 – 12,889 – Foreign equity securities 7,410 7,410 – – Fixed income mutual funds 6,073 6,073 – – Money market funds 5,337 5,337 – – U.S. Treasury STRIPS 3,135 – 3,135 – Emerging markets- equity 3,012 3,012 – – Mutual funds-equities 2,892 2,892 – – Real estate mutual fund 2,042 2,042 – – Exchange traded funds- fixed income 1,787 1,787 – – Municipal bonds 1,713 – 1,713 – Other 367 204 163 – Total Assets $ 93,638 $56,168 $37,470 $ – Schedule of assumptions used in determining pension information for plans Years ended December 31, 2011 2010 2009 Weighted-average assumptions Discount rate used to determine obligations 3.75-4.70% 4.45-5.65% 5.25-6.25% Discount rate used to determine net periodic benefit cost 4.45-5.65% 5.25-6.25% 6.25% Expected return on plan assets 7.00-7.50% 7.25-7.75% 7.50% Long-term rate of increase in compensation levels 4.00-5.00% 4.00-5.00% 4.00-5.00% Schedule of the funded status

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Actual return on plan assets 807 7,106 4,513 Employer contributions 1,735 – 2,070 Benefits paid (4,668) (2,563) (2,317) Plan split – 59,152 (59,152) Fair value of plan assets at end of year $ 91,512 $ 63,695 $ 29,943 Funded status $ (113,028) $ 1,086 $ (80,471) Schedule of net periodic cost of benefits of plans

Years ended December 31, (Thousands of dollars) 2011 2010 2009 Components of net periodic benefit cost: Service cost $ 7,550 $ 6,367 $ 6,040 Interest cost 8,997 8,712 8,183 Expected return on plan assets (6,598) (6,218) (4,761) Amortization and other 4,027 4,046 5,017 Net periodic benefit cost $13,976 $12,907 $14,479 Schedule of amounts not reflected in net periodic benefit cost and included in accumulated other comprehensive income (AOCI) before taxes (Thousands of dollars) 2011 2010 Accumulated loss, net of gain $(81,708) $(54,752) Prior service cost, net of credit (6,351) (7,280) Transitional obligation – (16) Total Accumulated Other Comprehensive Income $(88,059) $(62,048) Schedule of amounts in AOCI expected to be recognized as components of net periodic benefit cost in 2012 (Thousands of dollars) 2012 Prior service cost, net of credit $ 844 Transition obligation 5,227 Estimated net periodic benefit cost $6,071

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Segment Information 3 Months Ended 12 Months Ended (Details 2) (USD $) Dec. 31, 2011 Dec. 31, 2011 Dec. 31, 2010 Dec. 31, 2009 Segment Information Sales to External Customers: $ 5,746,902,000$ 4,385,702,000$ 3,601,308,000 Operating Income: 407,204,000 321,066,000 23,723,000 Income From Affiliates: 26,621,000 20,965,000 20,158,000 Depreciation and Amortization: 81,223,000 86,802,000 91,841,000 Total Assets: 3,006,728,000 3,006,728,000 2,734,086,000 Investment in and Advances to Affiliates: 364,840,000 364,840,000 331,322,000 Capital expenditures: 183,748,000 103,336,000 54,276,000 Segment Totals Segment Information Operating Income: 423,347,000 341,366,000 42,746,000 Depreciation and Amortization: 80,992,000 86,533,000 91,581,000 Total Assets: 2,509,361,000 2,509,361,000 2,293,843,000 Capital expenditures: 183,019,000 103,060,000 54,264,000 Pork Segment Information Sales to External Customers: 1,744,630,000 1,388,265,000 1,065,338,000 Operating Income: 259,271,000 213,325,000 (15,025,000) Depreciation and Amortization: 43,866,000 50,813,000 53,182,000 Total Assets: 738,574,000 738,574,000 761,490,000 Capital expenditures: 39,890,000 9,568,000 15,188,000 Commodity Trading and Milling Segment Information Sales to External Customers: 2,689,786,000 1,808,948,000 1,531,572,000 Operating Income: 43,225,000 34,432,000 24,839,000 Income From Affiliates: 5,080,000 13,450,000 20,983,000 19,128,000 Depreciation and Amortization: 5,567,000 5,165,000 4,681,000 Total Assets: 755,903,000 755,903,000 686,379,000 Investment in and Advances to Affiliates: 160,402,000 160,402,000 140,696,000 Capital expenditures: 5,192,000 2,390,000 2,650,000 Marine Segment Information Sales to External Customers: 928,548,000 853,565,000 737,629,000 Operating Income: (3,904,000) 47,612,000 24,113,000 Depreciation and Amortization: 22,675,000 22,743,000 21,772,000 Total Assets: 261,781,000 261,781,000 246,902,000 Capital expenditures: 31,210,000 28,411,000 14,697,000 Sugar Segment Information Sales to External Customers: 259,786,000 195,993,000 142,966,000 Operating Income: 65,101,000 31,741,000 (851,000)

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Income From Affiliates: 440,000 980,000 1,030,000 Depreciation and Amortization: 8,289,000 7,180,000 7,732,000 Total Assets: 269,564,000 269,564,000 223,223,000 Investment in and Advances to Affiliates: 3,177,000 3,177,000 2,957,000 Capital expenditures: 22,626,000 30,620,000 21,603,000 Power Segment Information Sales to External Customers: 111,391,000 124,034,000 107,074,000 Operating Income: 60,845,000 13,424,000 8,172,000 Depreciation and Amortization: 192,000 204,000 3,783,000 Total Assets: 165,118,000 165,118,000 91,739,000 Capital expenditures: 84,041,000 31,709,000 39,000 Turkey Segment Information Income From Affiliates: 12,731,000 (998,000) Total Assets: 312,164,000 312,164,000 277,778,000 Investment in and Advances to Affiliates: 201,261,000 201,261,000 187,669,000 All Other Segment Information Sales to External Customers: 12,761,000 14,897,000 16,729,000 Operating Income: (1,191,000) 832,000 1,498,000 Depreciation and Amortization: 403,000 428,000 431,000 Total Assets: 6,257,000 6,257,000 6,332,000 Capital expenditures: 60,000 362,000 87,000 Corporate Segment Information Operating Income: (16,143,000) (20,300,000) (19,023,000) Depreciation and Amortization: 231,000 269,000 260,000 Total Assets: 497,367,000 497,367,000 440,243,000 Capital expenditures: $ 729,000 $ 276,000 $ 12,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12 Months Ended Investments (Tables) Dec. 31, 2011 Investments Summary of the amortized cost and estimated fair value of short-term investments for both available-for-sale and trading securities 2011 2010 Amortized Fair Amortized Fair (Thousands of dollars) Cost Value Cost Value Money market funds $139,420 $139,420$110,164 $110,164 Corporate bonds 88,589 89,146 81,214 82,351 Fixed rate municipal notes and bonds 17,718 17,788 20,564 20,648 Emerging markets debt mutual fund 17,693 16,399 – – Collateralized mortgage obligations 14,915 15,011 12,329 12,380 U.S. Government agency securities 9,720 9,757 10,142 10,184 U.S. Treasury securities 4,848 4,905 7,139 7,148 Asset backed debt securities 3,533 3,533 2,847 2,848 Enhanced cash mutual fund – – 60,256 60,302 Other 1,480 1,484 2,360 2,355 Total available- for-sale short- term investments 297,916 297,443 307,015 308,380 High yield trading debt securities 20,155 20,750 19,447 20,783 Emerging markets trading debt mutual funds 2,620 2,487 – – Emerging markets trading debt securities 2,444 2,355 1,918 2,072 Other trading debt securities 218 221 889 970 Total short-term investments $323,353 $323,256$329,269 $332,205 Summary of estimated fair value of fixed rate securities designated as available-for-sale, classified by the contractual maturity date of the security (Thousands of dollars) 2011 Due within one year $ 31,349 Due after one year through three years 60,281 Due after three years 23,892 Total fixed rate securities $115,522

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12 Months Derivatives and Fair Value Ended of Financial Instruments Dec. 31, 2011 Dec. 31, (Details 5) (USD $) counterparty 2010 Commodities Amount of gain or (Loss) recognized for each type of derivative and it's location in the Consolidated Balance Sheet Asset Derivatives $ $ 5,144,000 15,966,000 Liability Derivatives 5,529,000 9,170,000 Margin account 8,619,000 2,178,000 Derivative assets and liabilities, net basis 8,234,000 8,974,000 Foreign currencies Amount of gain or (Loss) recognized for each type of derivative and it's location in the Consolidated Balance Sheet Asset Derivatives 2,247,000 120,000 Liability Derivatives 3,380,000 11,652,000 Loss due to credit risk associated with derivative contracts 2,247,000 Number of counterparties 6 Interest rate Amount of gain or (Loss) recognized for each type of derivative and it's location in the Consolidated Balance Sheet Asset Derivatives 1,410,000 Liability Derivatives $ $ 11,268,000 1,161,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Goodwill and Intangible 12 Months Ended Assets, Net (Details) (USD $) Dec. 31, 2011Dec. 31, 2010Dec. 31, 2009 Intangibles subject to amortization: Gross carrying amount customer relationships $ 9,045,000 $ 9,045,000 Accumulated amortization customer relationships (6,549,000) (6,299,000) Intangibles subject to amortization, net 2,496,000 2,746,000 Intangibles not subject to amortization: Carrying amount-trade names and registered trademarks 17,000,000 17,000,000 Total intangible assets, net 19,496,000 19,746,000 Current amortization expense and future amortization expense Amortization expense of amortizable intangible assets 250,000 930,000 1,610,000 Future amortization expense year one 250,000 Future amortization expense year two 250,000 Future amortization expense year three 250,000 Future amortization expense year four 250,000 Future amortization expense year five $ 250,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3 Months 12 Months Ended Ended Summary of Significant Dec. 31, Accounting Policies (Details) 2011 (USD $) Oct. 02, Dec. 31, Dec. 31, affiliate 2010 2010 2009 Y M Operations of Seaboard Corporation and its Subsidiaries Percentage of ownership interest held by Seaboard Flour LLC 73.80% and SFC Preferred LLC (Parent Companies) Principles of Consolidation and Investments in Affiliates Minimum time lag for reporting financial information of certain 1 subsidiaries and affiliates (in months) Maximum time lag for reporting financial information of certain 3 subsidiaries and affiliates (in months) Property, Plant and Equipment Useful lives, minimum (in years) 3 Useful Lives, maximum (in years) 30 Deferred Grants Deferred Grants $ $ 5,631,000 6,047,000 Changes in the asset retirement obligation Beginning balance 12,028,000 11,090,000 Accretion Expense 1,007,000 938,000 Liability for additional lagoons placed in service 74,000 Ending balance 13,109,000 12,028,00011,090,000 Cash and Cash Equivalents Interest (net of amounts capitalized) 6,786,000 8,377,000 13,845,000 Income taxes (net of refunds) 126,730,00069,626,000(10,542,000) Capitalized interest 6,723,000 3,350,000 702,000 Supplemental Non-Cash Transactions Total cash paid for majority interest acquired in commodity 5,578,000 5,578,000 origination, storage and processing business in Canada Increase in working capital 1,254,000 Increase in fixed assets 4,637,000 Increase in other long-term assets 833,000 Increase in deferred tax liabilities 896,000 Increase in non-controlling interest 250,000 Non-cash, pay-in-kind interest income and accretion of discount 10,584,000 695,000 recognized on a note receivable from an affiliate Foreign Currency Transactions and Translation Foreign currency gain $ 4,794,000 The lag for reporting remeasurement of notes payable 1 denominated in foreign currency (in months)

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Number of non-controlled, non-consolidated affiliates using 7 local currency as their functional currency

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12 Months Ended Dec. 31, Employee Benefits (Details 2011 Dec. 31, Dec. 31, 2) (USD $) plan 2010 2009 investment Deferred compensation plan Number of investments against the values of which, employee may be allowed 4 to reduce their compensation Number of investments, which are taken as reference to measure the interest 3 that may be acquired Employer contribution as percentage of the employees' reduced compensation 3.00% Number of deferred compensation plans 2 Deferred compensation plan expense (income) $ $ $ (1,505,000)4,267,000 4,340,000 Deferred compensation plan liability included in other liabilities 29,647,000 28,444,000 Deferred compensation plan assets included in other current assets 33,924,000 32,739,000 Investment income (loss) related to the mark-to-market of investments treated (1,584,000)4,203,000 4,253,000 as trading securities Defined contribution plan covering domestic, salaried and clerical employees Defined contribution pans Employer contribution (as a percent of employee contributions) 50.00% 50.00% 100.00% Employer contribution limit per calendar year (as a percent of compensation) 6.00% 6.00% 3.00% Vesting percentage after one year of service 20.00% Additional vesting percentage with each additional completed year of service 20.00% Contribution expense 1,956,000 1,826,000 1,868,000 Defined contribution plan covering hourly, non union and Daily's employees Defined contribution pans Number of defined contribution plans covering Daily's employees 2 Contribution expense $ $ $ 507,000 1,455,000 1,378,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Derivatives and Fair Value of Financial Instruments Dec. 31, 2011 Dec. 31, 2010 (Details 2) (USD $) Amortized Cost Available-for-sale securities $ 0 $ 307,015,000 Long-term debt 157,252,000 93,104,000 Fair Value Available-for-sale securities 0 308,380,000 Long-term debt 161,636,000 96,438,000 Short-term investments Amortized Cost Available-for-sale securities 297,916,000 307,015,000 Trading securities 25,437,000 22,254,000 Fair Value Available-for-sale securities 297,443,000 308,380,000 Trading securities $ 25,813,000 $ 23,825,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Summary of Significant 12 Months Ended Accounting Policies Dec. 31, 2011 Summary of Significant Accounting Policies Summary of Significant Note 1 Accounting Policies Summary of Significant Accounting Policies Operations of Seaboard Corporation and its Subsidiaries Seaboard Corporation and its subsidiaries (Seaboard) is a diversified international agribusiness and transportation company. In the United States, Seaboard is primarily engaged in pork production and processing and ocean transportation. Overseas, Seaboard is primarily engaged in commodity merchandising, grain processing, sugar production, and electric power generation. Seaboard also has an interest in turkey operations in the United States. Seaboard Flour LLC and SFC Preferred LLC (Parent Companies) are the owners of 73.8 percent of Seaboard’s outstanding common stock.

Principles of Consolidation and Investments in Affiliates The consolidated financial statements include the accounts of Seaboard Corporation and its domestic and foreign subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. Investments in non-controlled affiliates are accounted for by the equity method. Financial information from certain subsidiaries and affiliates is reported on a one- to three-month lag, depending on the specific entity.

Accounts Receivable Accounts receivable are recorded at the invoiced amount and generally do not bear interest. The Power segment, however, collects interest on certain past due accounts, and the Commodity Trading and Milling segment provides extended payment terms for certain customers in certain countries due to local market conditions. The allowance for doubtful accounts is Seaboard’s best estimate of the amount of probable credit losses. For most operating segments, Seaboard uses a specific identification approach to determine, in management’s judgment, the collection value of certain past due accounts based on contractual terms. For the Marine segment, the allowance for doubtful accounts is based on an aging percentage methodology primarily based on historical write-off experience. Seaboard reviews its allowance for doubtful accounts monthly. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Deferred Costs Deferred costs represent inventory delivered to customers and related shipping costs incurred for certain commodity trades that Seaboard has received the majority of payments for the trades (which are recorded as deferred revenues) but has not yet recognized as revenue, as the final sale price is not yet fixed and determinable. The corresponding deferred margin on such trades is not deemed material.

Impairment of Long-Lived Assets Long-lived assets, primarily property, plant and equipment, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

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

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document costs in non-current other liabilities on the Consolidated Balance Sheet, with the retirement asset depreciated over the economic life of the related asset. The following table shows the changes in the asset retirement obligation during 2011 and 2010:

Income Taxes Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. However, in the future, as these timing differences reverse, a lower statutory tax rate may apply pursuant to the provisions for domestic manufacturers of the American Jobs Creation Act of 2004. In accordance with U.S. GAAP, Seaboard will recognize the benefit or cost of this change in the future.

Revenue Recognition As a result of a marketing agreement with Triumph Foods, Seaboard’s sales prices for its pork products included in product revenues are primarily based on a margin sharing arrangement that considers the average sales price and mix of products sold from both Seaboard’s and Triumph Foods’ hog processing plants. Seaboard earns a fee for marketing the pork products of Triumph Foods, and recognizes this fee as service revenue primarily based on the number of head processed by Triumph Foods. Revenue of the commodity trading business is recognized when the commodity is delivered to the customer, collection is reasonably assured and the sales price is fixed or determinable. Revenue of the containerized cargo service is recognized ratably over the transit time for each voyage, with expenses associated with containerized cargo service being recognized as incurred. Revenues from all other commercial exchanges are recognized at the time products are shipped or delivered in accordance with shipping terms or services rendered, the customer takes ownership and assumes risk of loss, collection is reasonably assured and the sales price is fixed or determinable.

Years ended December 31, (Thousands of dollars) 2011 2010 2009 Interest (net of amounts capitalized) $ 6,786 $ 8,377 $ 13,845 Income taxes (net of refunds) 126,730 69,626 (10,542)

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Included in property, plant and equipment is capitalized interest in the amount of $6,723,000, $3,350,000 and $702,000 for 2011, 2010 and 2009, respectively.

Supplemental Non-Cash Transactions As discussed in Note 13, during the third quarter of 2010, Seaboard acquired a majority interest in a commodity origination, storage and processing business in Canada. Total cash paid, net of cash acquired, was $5,578,000, and increased working capital by $1,254,000, fixed assets by $4,637,000, other long-term assets in the amount of $833,000, deferred tax liabilities by $896,000 and non-controlling interest by $250,000.

Foreign Currency Transactions and Translation Seaboard has operations in and transactions with customers in a number of foreign countries. The currencies of the countries fluctuate in relation to the U.S. dollar. Certain of the major contracts and transactions, however, are denominated in U.S. dollars. In addition, the value of the U.S. dollar fluctuates in relation to the currencies of countries where certain of Seaboard’s foreign subsidiaries and affiliates primarily conduct business. These fluctuations result in exchange gains and losses. The activities of these foreign subsidiaries and affiliates are primarily conducted with U.S. subsidiaries or operate in hyper-inflationary environments. As a result, the financial statements of certain foreign subsidiaries and affiliates are re-measured using the U.S. dollar as the functional currency.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document While management believes each of these instruments primarily are entered into in order to effectively manage various market risks, as of December 31, 2011, none of the derivatives are designated and accounted for as hedges, primarily as a result of the extensive record-keeping requirements. Seaboard also enters into speculative derivative transactions related to its market risks.

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

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12 Months Ended Income Taxes (Details) (USD Dec. 31, Dec. 31, Dec. 31, $) 2011 2010 2009 Income Taxes Federal income tax rate (as a percent) 35.00% 35.00% 35.00% Reconciliation of computed expected tax expense excluding non- controlling interest to income tax expense (benefit) attributable to continuing operations Computed expected tax expense excluding non-controlling interest $ $ $ 155,714,000 127,625,000 31,572,000 Adjustments to tax expense attributable to: Foreign tax differences (40,733,000)(33,322,000)(20,332,000) Tax-exempt investment income (116,000) (974,000) (1,809,000) State income taxes, net of federal benefit 3,849,000 1,803,000 (3,010,000) Change in valuation allowance (754,000) (6,189,000) (2,146,000) Federal tax credits (5,153,000) (3,351,000) (3,672,000) Change in pension deferred tax (199,000) (329,000) (3,508,000) Domestic manufacturing deduction (8,012,000) (4,837,000) (459,000) Other (5,545,000) 607,000 1,088,000 Income tax expense (benefit) 99,051,000 81,033,000 (2,276,000) Components of earnings before income taxes United States 300,992,000 223,401,000 (14,511,000) Foreign 143,906,000 141,243,000 104,717,000 Total earnings excluding non-controlling interest 444,898,000 364,644,000 90,206,000 Less net loss attributable to noncontrolling interest 2,290,000 599,000 965,000 Total earnings before income taxes 442,608,000 364,045,000 89,241,000 Current: Federal 79,069,000 48,814,000 943,000 Foreign 15,318,000 15,855,000 8,454,000 State and local 6,549,000 2,924,000 (125,000) Deferred: Federal (1,761,000) 13,204,000 (18,216,000) Foreign (232,000) 15,000 10,285,000 State and local 108,000 221,000 (3,617,000) Income tax expense (benefit) 99,051,000 81,033,000 (2,276,000) Unrealized changes in other comprehensive income (12,604,000)(5,443,000) (3,206,000) Total income taxes 86,447,000 75,590,000 (5,482,000) Income taxes receivable 33,539,000 12,234,000 Income taxes payable 2,604,000 7,066,000 Deferred income tax liabilities: Cash basis farming adjustment 10,581,000 10,724,000 Depreciation 109,409,000 98,692,000 LIFO 27,927,000 29,017,000 Other 4,406,000 3,768,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Aggregate deferred income tax liabilities 152,323,000 142,201,000 Deferred income tax assets: Reserves/accruals 83,816,000 67,244,000 Tax credit carry-forwards 11,217,000 9,554,000 Deferred earnings of foreign subsidiaries 12,672,000 6,274,000 Net operating and capital loss carry-forwards 15,800,000 18,727,000 Foreign minimum tax credit carry-forward 10,400,000 Other 2,041,000 3,364,000 Aggregate deferred income tax assets 125,546,000 115,563,000 Valuation allowance 16,320,000 30,664,000 Net deferred income tax liability 43,097,000 57,302,000 Accrued interest and penalties on uncertain tax positions 1,377,000 1,323,000 Unrecognized tax benefits, if recognized, would affect the effective tax 7,898,000 3,548,000 rate Reconciliation of the beginning and ending amount of unrecognized tax benefits Balance at the beginning of the period 3,548,000 3,395,000 Additions for uncertain tax positions of prior years 66,000 596,000 Decreases for uncertain tax positions of prior years (109,000) (367,000) Additions for uncertain tax positions of current year 4,791,000 21,000 Settlements (97,000) Lapse of statute of limitations (398,000) Balance at the end of the period 7,898,000 3,548,000 3,395,000 Undistributed earnings from foreign operations 845,369,000 Tax savings due to tax holiday 16,275,000 3,434,000 3,259,000 Tax savings per diluted earnings per common share (in dollars per share) $ 13.40 $ 2.8 $ 2.63 Foreign Net operating loss carry-forwards and tax credit carry-forwards Net operating loss carry-forwards (NOLs) 51,836,000 State Net operating loss carry-forwards and tax credit carry-forwards Tax credit carry-forwards $ 17,257,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Property, Plant and 12 Months Ended Equipment (Tables) Dec. 31, 2011 Property, Plant and Equipment Summary of property, plant and equipment

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3 3 Months 1 Months 3 Months 12 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended Months 1 Months Ended 3 Months Ended 12 Months Ended Ended Ended Ended Ended Oct. 01, 2011 Dec. 31, Dec. 31, Apr. Apr. 08, Segment Information Pork Dec. 31, Apr. 02, Dec. 31, Dec. 31, Dec. 31, Oct. 02, Apr. 30, Apr. 04, Oct. 01, Jul. 02, 2011 2011 Dec. Dec. Dec. 31, Jul. 02, 20, 2011 (Details) (USD $) Dec. 31, Mexico 2011 2011 2011 2010 2009 2010 Jul. 04, Apr. 04, Dec. 31, 2011 2009 2011 2011 Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Pork Commodity 31, 31, 2011 2011 2011 Power 2011 ham CommodityCommodityCommodityCommodityCommodityCommodity 2009 2009 2009 Power Power Power Power 2011 2011 2010 2010 2009 Revenues Trading 2011 2010 Power Power Power EDN and segment boning Trading Trading Trading Trading Trading Trading Sugar Sugar Sugar EDN and EDN and EDN and EDN and Turkey Turkey Turkey Agent and Milling Sugar Sugar MW EDN EDM EDM and and Milling and Milling and Milling and Milling and Milling and Milling EDM EDM EDM EDM Japan Y MW facility processing plant Segment Information Number of reportable 6 segments Segment Information Percentage of revenues 10.00% Number of agents 1 Impairment charge $ $ 5,600,000 5,600,000 Net sales 101,080,000 Inventory write-downs 15,374,000 8,801,000 2,803,000 Inventory write-downs (in $ 12.65 $ 7.10 dollars per share) Proportionate share of income 26,621,00020,965,00020,158,000 5,080,000 13,450,000 20,983,000 19,128,000 440,000980,0001,030,000 12,731,000(998,000) from affiliates Proportionate share of impairment of fixed assets (3,005,000) charge and accrued severance charges Advance capital lease payment to begin operations in 2012 of 8,493,000 8,493,000 a flour mill in Ghana Initial lease term (in years) 33 Increase in fixed assets due to 9,763,000 9,763,000 9,763,000 capital lease Increase in liabilities due to 1,270,000 capital lease Consideration for majority interest acquired in commodity 6,747,000 origination, storage and processing business in Canada Cash acquired 1,169,000 Additional charge incurred to earnings in connection with 2,497,000 change in business Number of floating power 2 generating facilities sold Consideration for sale of floating power generating 73,102,000 facilities Amount received by the entity on sale of floating power 59,603,000 15,000,000 15,000,000 generating facilities Amount received by the entity on sale of floating power 1,500,00055,000,000 generating facilities from previously escrowed balance Amount placed in escrow for 3,000,000 potential dry dock costs Escrow earnings 2,796,000 Amount received by the entity on sale of floating power 3,306,000 generating facilities from various inventory items Gain on sale of assets 52,923,000 1,500,00051,423,000 Net book value of power generating facilities and 21,679,000 certain inventory items Capacity of EDM leased (in 72 megawatts) Capacity of floating power generating facility newly 106 constructed (in megawatts) Approximate construction cost of new floating power 133,000,000 generating facility Operating income (loss) $ $ 55,164,000(169,000)

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Notes Payable and Long- Dec. 31, 2011Dec. 31, 2010 Term Debt (Details) (USD $) Notes Payable Notes payable to banks $ 16,219,000 $ 78,729,000 Notes payable to bank Notes Payable Notes payable to banks 16,219,000 78,729,000 Maximum repayment term (in years) 1 Weighted average interest rate (as a percent) 9.34% 5.79% Letters of credit for outstanding IDRBs 26,385,000 Letters of credit related to insurance coverages 21,500,000 Committed bank line Notes Payable Maximum capacity 300,000,000 Letters of credit outstanding 48,078,000 Uncommitted bank lines Notes Payable Maximum capacity 182,966,000 Letters of credit outstanding 25,045,000 Uncommitted bank lines | Foreign subsidiaries Notes Payable Notes payable to banks 16,219,000 Maximum capacity 132,966,000 Uncommitted bank lines | Foreign subsidiaries | South African Rand Notes Payable Notes payable to banks 11,974,000 Term note Notes Payable Notes payable to banks $ 45,000,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12 Months Ended Income Taxes (Tables) Dec. 31, 2011 Income Taxes Schedule of reconciliation of computed expected tax expense excluding non-controlling interest to income tax expense (benefit) attributable to continuing operations Years ended December 31, (Thousands of dollars) 2011 2010 2009 Computed “expected” tax expense excluding non- controlling interest $155,714 $127,625 $31,572 Adjustments to tax expense attributable to: Foreign tax differences (40,733) (33,322) (20,332) Tax-exempt investment income (116) (974) (1,809) State income taxes, net of federal benefit 3,849 1,803 (3,010) Change in valuation allowance (754) (6,189) (2,146) Federal tax credits (5,153) (3,351) (3,672) Change in pension deferred tax (199) (329) (3,508) Domestic manufacturing deduction (8,012) (4,837) (459) Other (5,545) 607 1,088 Total income tax expense (benefit) $ 99,051 $ 81,033 $ (2,276) Schedule of components of earnings before income taxes

Years ended December 31, (Thousands of dollars) 2011 2010 2009 United States $300,992 $223,401 $(14,511) Foreign 143,906 141,243 104,717 Total earnings excluding non- controlling interest 444,898 364,644 90,206 Less net loss attributable to non- controlling interest 2,290 599 965

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Total earnings before income taxes $442,608 $364,045 $ 89,241 Schedule of components of total income taxes

Years ended December 31, (Thousands of dollars) 2011 2010 2009 Current: Federal $79,069 $48,814 $ 943 Foreign 15,318 15,855 8,454 State and local 6,549 2,924 (125) Deferred: Federal (1,761) 13,204 (18,216) Foreign (232) 15 10,285 State and local 108 221 (3,617) Income tax expense (benefit) 99,051 81,033 (2,276) Unrealized changes in other comprehensive income (12,604) (5,443) (3,206) Total income taxes $86,447 $75,590 $ (5,482) Schedule of components of the net deferred income tax liability

December 31, (Thousands of dollars) 2011 2010 Deferred income tax liabilities: Cash basis farming adjustment $ 10,581 $ 10,724 Depreciation 109,409 98,692 LIFO 27,927 29,017 Other 4,406 3,768 $152,323 $142,201 Deferred income tax assets: Reserves/accruals $ 83,816 $ 67,244 Tax credit carry- forwards 11,217 9,554 Deferred earnings of foreign subsidiaries 12,672 6,274 Net operating and capital loss carry-forwards 15,800 18,727 Foreign minimum tax credit carry-forward – 10,400 Other 2,041 3,364 125,546 115,563 Valuation allowance 16,320 30,664 Net deferred income tax liability $ 43,097 $ 57,302 Schedule of reconciliation of the beginning and ending amount of unrecognized tax benefits (Thousands of dollars) 2011 2010 Beginning balance at January 1 $3,548 $3,395 Additions for uncertain tax positions of prior years 66 596

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Decreases for uncertain tax positions of prior years (109) (367) Additions for uncertain tax positions of current year 4,791 21 Settlements – (97) Lapse of statute of limitations (398) – Ending balance at December 31 $7,898 $3,548

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Notes Payable and Long- 12 Months Ended Term Debt (Tables) Dec. 31, 2011 Notes Payable and Long-Term Debt Summary of long-term debt

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Consolidated Statement of 12 Months Ended Changes in Equity (Parenthetical) (USD $) Dec. 31, 2011Dec. 31, 2010Dec. 31, 2009 In Thousands, unless otherwise specified Consolidated Statement of Changes in Equity Other comprehensive income, income tax benefit $ 12,604 $ 5,443 $ 3,206

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Derivatives and Fair Value 12 Months Ended of Financial Instruments Dec. 31, 2011 (Tables) Derivatives and Fair Value of Financial Instruments Schedule of assets and liabilities measured at fair value on a recurring basis Balance December 31, (Thousands of dollars) 2011 Level 1 Level 2 Level 3 Assets: Available-for-sale securities – short- term investments: Money market funds $ 139,420 $ 139,420 $ – $ – Corporate bonds 89,146 – 89,146 – Fixed rate municipal notes and bonds 17,788 – 17,788 – Emerging markets debt mutual fund 16,399 16,399 – – Collateralized mortgage obligations 15,011 – 15,011 – U.S. Government agency securities 9,757 – 9,757 – U.S. Treasury securities 4,905 – 4,905 – Asset backed debt securities 3,533 – 3,533 – Other 1,484 – 1,484 – Trading securities- short term investments: High yield debt securities 20,750 – 20,750 – Emerging markets trading debt mutual fund 2,487 2,487 – – Emerging markets trading debt securities 2,355 – 2,355 – Other debt securities 221 – 221 – Trading securities – other current assets: Domestic equity securities 13,563 13,563 – – Foreign equity securities 7,490 3,991 3,499 – Money market funds 4,521 4,521 – – Fixed income mutual funds 4,483 4,483 – – U.S. Government agency securities 2,085 – 2,085 – U.S. Treasury securities 1,474 – 1,474 – Corporate bonds 72 – 72 – Other 236 159 77 – Derivatives Commodities (1) 5,144 5,144 – – Interest rate swaps – – – – Foreign currencies 2,247 – 2,247 – Total Assets $ 364,571 $ 190,167 $ 174,404 $ – Liabilities: Derivatives: Commodities (1) $ 5,529 $ 5,529 $ – $ – Interest rate swaps 11,268 – 11,268 – Foreign currencies 3,380 – 3,380 –

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

Balance December 31, (Thousands of dollars) 2010 Level 1 Level 2 Level 3 Assets: Available-for-sale securities – short- term investments: Money market funds $ 110,164 $ 110,164 $ – $ – Corporate bonds 82,351 – 82,351 – Enhanced cash mutual fund 60,302 60,302 – – Fixed rate municipal notes and bonds 20,648 – 20,648 – Collateralized mortgage obligations 12,380 – 12,380 – U.S. Government agency securities 10,184 – 10,184 – U.S. Treasury securities 7,148 – 7,148 – Asset backed debt securities 2,848 – 2,848 – Other 2,355 – 2,355 – Trading securities- short term investments: High yield debt securities 20,783 – 20,783 – Emerging markets trading debt securities 2,072 – 2,072 – Other debt securities 970 – 970 – Trading securities – other current assets: Domestic equity securities 13,332 13,332 – – Foreign equity securities 8,157 4,131 4,026 – Fixed income mutual funds 3,758 3,758 – – Money market funds 3,208 3,208 – – U.S. Treasury securities 2,732 – 2,732 – U.S. Government agency securities 1,371 – 1,371 – Other 183 157 26 – Derivatives: Commodities (1) 15,966 15,958 8 – Interest rate swaps 1,410 – 1,410 – Foreign currencies 120 – 120 – Total Assets $ 382,442 $ 211,010 $ 171,432 $ – Liabilities: Derivatives: Commodities (1) $ 9,170 $ 9,170 $ – $ – Interest rate swaps 1,161 – 1,161 – Foreign currencies 11,652 – 11,652 – Total Liabilities $ 21,983 $ 9,170 $ 12,813 $ –

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document account balance of $2,178,000 resulting in a net other current asset on the Consolidated Balance Sheets of $8,974,000. Schedule of amortized cost and estimated fair values of investments and long term December 31, 2011 2010 debt (Thousands of dollars) Amortized Amortized Cost Fair Value Cost Fair Value Short-term investments, available-for- sale $ 297,916 $ 297,443 $ 307,015 $ 308,380 Short-term investments, trading debt securities 25,437 25,813 22,254 23,825 Long-term debt 157,252 161,636 93,104 96,438 Schedule of gain or (loss) recognized for each type of derivative and its location in 2011 2010 the Consolidated Statement of Location of Gain or (Loss)Amount of Gain or (Loss) Recognized in Income on Recognized in Income on Earnings (Thousands of dollars) Derivatives Derivatives Commodities Cost of sales-products $ 20,279 $ 8,047 Foreign currencies Cost of sales-products 25,692 (18,538) Foreign currencies Foreign currency (1,957) (1,580) Interest rate Miscellaneous, net (14,467) (1,309) Schedule of fair value of each type of derivative and its location in the Consolidated Asset Derivatives Liability Derivatives Balance Sheets 2011 2010 2011 2010 Balance Sheet Fair Balance Sheet Fair (Thousands of dollars) Location Value Location Value Commodities(1) Other current Other current assets $ 5,144 $15,966 asset $ 5,529 $ 9,170 Foreign currencies Other current Other accrued assets 2,247 120 liabilities 3,380 11,652 Interest rate Other current Other accrued assets – 1,410 liabilities 11,268 1,161

(1) Seaboard’s commodities derivative assets and liabilities are presented in the Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts. As of December 31, 2011 and 2010, the commodity derivatives had a margin account balance of $8,619,000 and $2,178,000, respectively, resulting in a net other current asset on the Consolidated Balance Sheets of $8,234,000 and $8,974,000, respectively.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12 3 Months 12 Months 1 Months 3 Months 6 Months 3 Months 1 Months 3 Months 1 Months 3 Months 12 Months Ended 12 Months Ended 1 Months Ended Months Ended Ended Ended Ended Ended Ended Ended Ended Ended Ended Ended Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Jan. 02, Dec. 31, Dec. 31, Dec. 31, 2011 2011 2011 2009 2011 2011 2011 2011 2011 2009 2011 2011 2011 Businesses Businesses Businesses Businesses Businesses Businesses Businesses Businesses Businesses Businesses Businesses Businesses Businesses conducting conductingconductingconducting conductingconducting conductingconducting conducting conducting conductingconducting conducting Dec. 31, Investments in and Advances flour, flour, flour, flour, flour, flour, flour, flour, Dec. 31, Oct. 30, Dec. 31, Dec. 31, 2011 Dec. 31, Dec. 31, Dec. 31, flour, flour, flour, flour, flour, 2011 Dec. 06, 2010 Dec. 31, Dec. 06, to Affiliates and Notes Dec. 31, maize and maize and maize and maize and maize and maize and maize and maize and 2011 2010 2011 Jan. 28, 2012 Apr. 03, 2010 Dec. 31, 2010 Jul. 02, 2011 PSI 2011 2011 2011 Dec. 31, Dec. 31, 2010 Dec. 31, 2011 Oct. 01, Dec. 31, Dec. 31, 2011 Dec. 31, 2010 Dec. 31, 2009 maize and maize and maize and maize and maize and Oct. 30, Dec. 31, Jul. 31, Grain and Oct. 01, Dec. 31, Dec. 06, Butterball, 2011 2010 Receivable from Affiliates Dec. 31, 2011 Dec. 31, Dec. 31, Dec. 31, Dec. 31, feed feed feed feed feed feed feed feed Grain and Grain and Grain and PSI PSI PSI PSI International Sugar Sugar Sugar 2010 Butterball, Butterball, 2011 2011 Dec. 31, Dec. 31, Commodity Commodity Commodity Dec. 31, 2011 feed feed feed feed feed 2010 2011 2010 commodity 2011 2011 2010 LLC Butterball, Butterball, (Details) (USD $) 2009 Commodity 2011 2010 2009 2010 milling and milling milling milling milling milling milling milling commoditycommodity commodityInternationalInternationalInternationalInternational North related related related Butterball, LLC LLC Butterball,Butterball, 2011 2010 Trading and Trading and Trading and Turkey milling milling milling milling milling Poultry Bakery Bakery trading Butterball, Butterball, Butterball, Subordinated LLC LLC affiliate Trading Sugar Sugar Sugar Turkey poultry and and and and and and and trading trading trading North North North North Carolina businessesbusinesses businesses LLC SubordinatedSubordinated LLC LLC Milling Milling Milling and and and and and business business business businesses LLC LLC LLC loan DetachableDetachable and Milling production poultry poultry poultry poultry poultry poultry poultry businesses businesses businesses Carolina Carolina Carolina Carolina Line-of- Argentina Argentina Argentina Y loan loan Term loan Term loan poultry poultry poultry poultry poultry North Y warrants warrants and production production production production production production production Australia Australia Peru credit business Minimum Maximum production production production production production Carolina processing and and and and and and and and and and and and Democratic processing processing processing processing processing processing processing processing processing processing processing processing Republic of Kenya Kenya Nigeria Nigeria Nigeria Ecuador Ecuador Lesotho Nigeria Zambia Colombia Haiti Congo Minimum Maximum asset Minimum Maximum Minimum Maximum Investments in and Advances to Affiliates and Notes Receivable from Affiliates Percentage ownership 50.00% 50.00% 35.00% 49.00% 25.00% 48.00% 49.00% 40.00% 25.00% 50.00% 23.00% 50.00% 25.00% 50.00% 50.00% 46.00% 50.00% Number of businesses 2 Notes receivable from affiliate $ $ $ $ 90,109,000 $ 100,693,000 $ 89,414,000 110,903,000 90,109,000 10,210,000 Purchase price 16,988,000 21,477,000 5,000,000 7,650,000 177,500,000 Percentage ownership acquired 50.00% 25.00% 50.00% 50.00% Percentage of interest held by Murphy Brown, LLC 49.00% reacquired by Maxwell Group Percentage of ownership interest continued to be owned 50.00% by the Maxwell Group Investee's intangible assets for 111,000,000 trade name Goodwill 40,628,000 40,628,000 Investee's intangible assets for 60,265,000 goodwill Loan provided to affiliate 100,000,000 13,037,000 Maturity period of unsecured subordinated loan provided (in 7 years) Interest rate on loan provided 15.00% 12.00% (as a percent) Percentage of interest payable 5.00% in cash Percentage of pay-in-kind 10.00% interest Cash fee received as consideration for unsecured 2,000,000 subordinated loan provided Additional equity interest that can be acquired upon exercise 5.00% of warrants (as a percent) Economic interest (as a 52.50% percent) Investments in and advances to 364,840,000331,322,000 160,402,000 160,402,000 140,696,000 3,177,000 2,957,000 201,261,000 187,669,000 10,586,000 affiliates Cash syndication fee 4,525,000 Percentage of net syndication fee initially recognized as 47.50% income Amortization period of remaining net syndication fee 5 (in years) Additional investment or 10,500,000 5,598,000 capital contribution Estimated project cost 60,500,000 Payments to acquire equity 6,000,000 990,000 660,000 method investment Payment to increase ownership 3,660,000 interest in affiliate Capacity provided by 35,000,000 Seaboard Reference rate Prime Spread over reference rate (as 1.00% a percent) Commitment fee on unused 0.50% portion (as a percent) Ownership after increase (as a 70.00% percent) Carrying value after write 0 downs in prior years Number of asset sales 2 Number of entities 1 discontinuing operations Proportionate share of income 26,621,000 20,965,000 20,158,0005,080,000 13,450,000 20,983,000 19,128,000 440,000 980,000 1,030,000 12,731,000 (998,000) 2,323,000 from affiliates Excess of carrying value of investment in affiliates over 11,125,000 11,125,000 entity's share of affiliates' book value Combined condensed financial information of the non-controlled, non- consolidated affiliates Net sales 1,750,714,0001,117,440,0001,051,621,00012,880,00020,132,00022,293,0001,375,751,00083,409,000 Net income 33,058,000 47,594,000 45,867,000 950,000 2,064,000 2,169,000 24,250,000 (1,901,000) Total assets 864,802,000 864,802,000 581,755,000 412,849,000 10,743,00010,248,00011,544,000 819,618,000 725,464,000 Total liabilities 480,328,000 480,328,000 250,076,000 215,146,000 3,851,000 3,791,000 6,265,000 428,361,000 360,673,000 Total equity 384,474,000 384,474,000 331,679,000 197,703,000 6,892,000 6,457,000 5,279,000 391,257,000 364,791,000 Receivable from affiliate $ 30,096,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12 3 Months Months Ended Ended Dec. 31, 2011 Commitments and Dec. 31, Oct. 03, Debt guarantees Contingencies (Details) (USD Dec. 31, 2011 Dec. 31, 2011 2009 of non- $) Dec. 31, 2011 Notes UncommittedCommodity consolidated 2009 Committed payable to bank lines Trading affiliates and bank line bank and Milling third party party Contingencies Gain on disputed sale, net of $ $ expenses 16,787,000 16,787,000 Number of third parties to whom guarantees are 3 outstanding Maximum exposure for 1,275,000 guarantees outstanding Letters of credit outstanding 48,078,000 25,045,000 Letters of credit for 26,385,000 outstanding IDRBs Letters of credit related to $ insurance coverages 21,500,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Consolidated Statement of 12 Months Ended Earnings (USD $) In Thousands, except Share Dec. 31, Dec. 31, Dec. 31, data, unless otherwise 2011 2010 2009 specified Net sales: Products (includes sales to affiliates of $808,834, $500,265 and $ 4,666,172 $ 3,354,348 $ 2,718,736 $543,066) Service revenues 969,339 907,320 775,498 Other 111,391 124,034 107,074 Total net sales 5,746,902 4,385,702 3,601,308 Cost of sales and operating expenses: Products 4,196,360 2,980,606 2,619,396 Services 879,199 775,637 671,598 Gain on sale of power generating facilities (52,923) Other 96,383 103,465 92,701 Total cost of sales and operating expenses 5,119,019 3,859,708 3,383,695 Gross income 627,883 525,994 217,613 Selling, general and administrative expenses 220,679 204,928 193,890 Operating income 407,204 321,066 23,723 Other income (expense): Interest expense (6,868) (5,632) (13,158) Interest income 10,004 11,088 16,213 Interest income from affiliates 17,826 1,543 1,123 Income from affiliates 26,621 20,965 20,158 Other investment income, net 249 14,145 15,500 Foreign currency gain, net 651 1,254 2,432 Gain on disputed sale, net of expenses 16,787 Miscellaneous, net (13,079) (384) 6,463 Total other income, net 35,404 42,979 65,518 Total earnings before income taxes 442,608 364,045 89,241 Income tax benefit (expense) (99,051) (81,033) 2,276 Net earnings 343,557 283,012 91,517 Less: Net loss attributable to noncontrolling interests 2,290 599 965 Net earnings attributable to Seaboard $ 345,847 $ 283,611 $ 92,482 Earnings per common share (in dollars per share) $ 284.66 $ 231.69 $ 74.74 Weighted average shares outstanding (in shares) 1,214,934 1,224,092 1,237,452 Dividends declared per common share (in dollars per share) $ 9.00 $ 3.00

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12 Months 12 Months Ended Ended Dec. 31, 2011 Dec. 31, 2010 Industrial Industrial DevelopmentDevelopment Dec. 31, Dec. 31, Sep. 17, Revenue Revenue 2011 2010 2010 Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Notes Payable and Long- Bonds, Bonds, Foreign Foreign Foreign 2011 2010 2011 2010 2011 2010 2011 2010 Term Debt (Details 2) (USD Dec. 31, 2011 floating floating subsidiary subsidiary subsidiary Foreign Foreign Dec. 31, 6.21% 6.21% 6.92% 6.92% Capital Capital $) denominator rates (1.27% rates (1.27% obligation,obligation, obligation, subsidiary subsidiary 2010 senior senior senior senior lease lease numerator - 2.10% at - 2.10% at 5.34%, 5.34%, 5.34%, due obligation,obligation, notes, notes, notes, due notes, due obligationsobligations December December due 2012 due 2012 2012 floating floating due 2012 due 2012 2012 2012 and other and other 31, 2011) due 31, 2011) due through through through rate rate 2014 2014 2021 2021 2021 through through 2027 2027 Notes Payable and Long Term Debt Maximum borrowing capacity $ 114,000,000 Interest rate (as a percent) 6.21% 6.92% 5.34% Long-term debt 157,252,000 93,104,000 1,072,0002,143,00031,000,00031,000,00041,800,000 41,800,000 81,318,000 16,352,000 206,000 221,000 1,856,000 1,588,000 Floating rates, low end of 1.27% range (as a percent) Floating rates, high end of 2.10% range (as a percent) Current maturities of long- (40,885,000) (1,697,000) term debt Long-term debt, less current 116,367,000 91,407,000 maturities Maximum consolidated funded debt as a percentage of 50.00% aggregate capitalization Numerator for adjusted 3.5 leverage ratio, maximum Denominator for adjusted 1.0 leverage ratio, maximum Minimum net worth base 1,150,000,000 requirement Percentage of consolidated net income added to net worth 25.00% base amount Base amount used to calculate 10,000,000 maximum dividend allowed Percentage of consolidated net income added to base dividend 50.00% amount Percentage of consolidated net losses deducted from base 100.00% dividend amount Net proceeds of capital stock 800,000,000 added to base dividend amount Maximum amount of 15,000,000 dividends Sum of subsidiary indebtedness and priority indebtedness as a percentage 10.00% of consolidated tangible net worth, maximum Maturities of long-term debt 2012 40,885,000 2013 8,688,000 2014 16,085,000 2015 8,132,000 2016 8,132,000 Thereafter $ 75,330,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Consolidated Statement of 12 Months Ended Cash Flows (USD $) Dec. 31, Dec. 31, Dec. 31, In Thousands, unless 2011 2010 2009 otherwise specified Cash flows from operating activities: Net earnings $ 343,557 $ 283,012 $ 91,517 Adjustments to reconcile net earnings to cash from operating activities: Depreciation and amortization 81,223 86,802 91,841 Gain on sale of power generating facilities (52,923) Loss (gain) from sale of fixed assets (1,566) (2,555) 530 Fixed asset impairment charge 5,600 Deferred income taxes (1,558) 12,506 (15,298) Pay-in-kind interest and accretion on note receivable from affiliate (10,584) (695) Income from affiliates (26,621) (20,965) (20,158) Dividends received from affiliates 1,813 1,843 7,906 Other investment income, net (249) (14,145) (15,500) Foreign currency exchange (gain) loss (336) (140) 6,578 Gain on disputed sale, net of expenses (16,787) Changes in assets and liabilities, net of business acquired: Receivables, net of allowance (88,434) (86,205) 93,861 Inventories (118,731) (40,053) 1,552 Other current assets 85,856 (2,570) (58,823) Current liabilities, exclusive of debt (36,875) 107,482 69,738 Other, net 39,824 15,495 9,400 Net cash from operating activities 219,996 339,812 246,357 Cash flows from investing activities: Purchase of short-term investments (233,431) (687,335) (346,522) Proceeds from the sale of short-term investments 220,823 695,384 211,403 Proceeds from the maturity of short-term investments 19,255 69,534 66,842 Short-term note receivable issued to affiliate, net (30,096) Investments in and advances to affiliates, net (18,533) (217,578) 71 Capital expenditures (183,748) (103,336) (54,276) Proceeds from the sale of fixed assets 4,882 7,655 3,255 Proceeds from the sale of power generating facilities 59,603 15,000 Advance payment on capital lease (8,493) Long-term notes receivable issued to affiliate (13,037) (100,000) Principal payments received on long-term notes receivable from 2,827 affiliate Proceeds from syndication and subordinated loan fees 6,525 Sale (purchase) of long-term investments (4,696) 552 (3,108) Acquisition of business, net of cash acquired (5,578) Net proceeds from disputed sale 16,787 Other, net 1,394 1,140 46

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Net cash from investing activities (183,250) (333,037) (90,502) Cash flows from financing activities: Notes payable to banks, net (62,510) (2,535) (95,072) Proceeds from the issuance of long-term debt 64,967 16,352 Principal payments of long-term debt (1,476) (2,179) (46,914) Repurchase of common stock (9,971) (29,994) (3,370) Dividends paid (10,963) (3,711) Dividends paid to noncontrolling interests (148) (36) (112) Other, net 452 370 (291) Net cash from financing activities (8,686) (28,985) (149,470) Effect of exchange rate change on cash 2,326 1,477 (5,122) Net change in cash and cash equivalents 30,386 (20,733) 1,263 Cash and cash equivalents at beginning of year 41,124 61,857 60,594 Cash and cash equivalents at end of year $ 71,510 $ 41,124 $ 61,857

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Segment Information 12 Months Ended (Details 4) (Individual Dec. 31, Dec. 31, Dec. 31, foreign country, USD $) 2011 2010 2009 Total sales | South Africa Concentration Risk Net sales $ $ $ 622,354,000 420,277,000 292,547,000 Percentage of revenues 11.00% 10.00% 8.00% Total sales | Minimum Concentration Risk Threshold percentage which the entity uses for disclosure of 10.00% 10.00% 10.00% concentration of risk Accounts Receivable | Foreign Country Concentration Risk Foreign receivables, excluding receivables due from affiliates $ $ 221,584,000 183,163,000

Cumulative foreign currency translation adjustment $ (93,669) $ (81,280) $ (77,576) Unrealized gain (loss) on investments (311) 445 2,579 Unrecognized pension cost (62,085) (43,072) (39,789)

Accumulated other comprehensive loss $(156,065) $(123,907) $(114,786)

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Schedule II Valuation and 12 Months Ended Qualifying Accounts Dec. 31, 2011 Schedule II Valuation and Qualifying Accounts Schedule II Valuation and Qualifying Accounts SEABOARD CORPORATION AND SUBSIDIARIES Valuation and Qualifying Accounts (In Thousands)

(1) The allowance for doubtful accounts provision is charged to selling, general and administrative expenses. (2) Includes write-offs net of recoveries and currency translation adjustments.

(3) Activity related to currency translation.

Balance at Charged (credit) Balance at beginning of year to expense end of year Reserve for LIFO Valuation: Year ended December 31, 2011 $ 24,085 33,698 $ 57,783 Year ended December 31, 2010 $ 22,807 1,278 $ 24,085 Year ended December 31, 2009 $ 40,672 (17,865) $ 22,807

Summary of specific financial Sales to External Customers: Years ended December 31, information related to sales to (Thousands of dollars) 2011 2010 2009 external customer Pork $1,744,630 $1,388,265 $1,065,338 Commodity Trading and Milling 2,689,786 1,808,948 1,531,572 Marine 928,548 853,565 737,629 Sugar 259,786 195,993 142,966 Power 111,391 124,034 107,074 All Other 12,761 14,897 16,729 Segment/Consolidated Totals $5,746,902 $4,385,702 $3,601,308 Summary of specific financial information related to operating Operating Income: Years ended December 31, income (Thousands of dollars) 2011 2010 2009 Pork $259,271 $213,325 $(15,025) Commodity Trading and Milling 43,225 34,432 24,839 Marine (3,904) 47,612 24,113 Sugar 65,101 31,741 (851) Power 60,845 13,424 8,172 All Other (1,191) 832 1,498 Segment Totals 423,347 341,366 42,746 Corporate (16,143) (20,300) (19,023) Consolidated Totals $407,204 $321,066 $ 23,723 Summary of specific financial information related to income Income from Affiliates: Years ended December 31, from affiliates (Thousands of dollars) 2011 2010 2009 Commodity Trading and Milling $13,450 $20,983 $19,128 Sugar 440 980 1,030 Turkey 12,731 (998) – Segment/Consolidated Totals $26,621 $20,965 $20,158 Summary of specific financial information related to Depreciation and Amortization: Years ended December 31, depreciation and amortization (Thousands of dollars) 2011 2010 2009 Pork $43,866 $50,813 $53,182 Commodity Trading and Milling 5,567 5,165 4,681 Marine 22,675 22,743 21,772 Sugar 8,289 7,180 7,732 Power 192 204 3,783 All Other 403 428 431 Segment Totals 80,992 86,533 91,581 Corporate 231 269 260 Consolidated Totals $81,223 $86,802 $91,841

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Summary of specific financial information related to total assets Total Assets: December 31, (Thousands of dollars) 2011 2010 Pork $ 738,574 $ 761,490 Commodity Trading and Milling 755,903 686,379 Marine 261,781 246,902 Sugar 269,564 223,223 Power 165,118 91,739 Turkey 312,164 277,778 All Other 6,257 6,332 Segment Totals 2,509,361 2,293,843 Corporate 497,367 440,243 Consolidated Totals $3,006,728 $2,734,086

Summary of specific financial Investment in and Advances to Affiliates: December 31, information related to (Thousands of dollars) 2011 2010 investment in and advances to Commodity Trading and Milling $160,402 $140,696 affiliates Sugar 3,177 2,957 Turkey 201,261 187,669 Segment/Consolidated Totals $364,840 $331,322 Summary of specific financial information related to capital Capital Expenditures: Years ended December 31, expenditures (Thousands of dollars) 2011 2010 2009 Pork $ 39,890 $ 9,568 $15,188 Commodity Trading and Milling 5,192 2,390 2,650 Marine 31,210 28,411 14,697 Sugar 22,626 30,620 21,603 Power 84,041 31,709 39 All Other 60 362 87 Segment Totals 183,019 103,060 54,264 Corporate 729 276 12 Consolidated Totals $183,748 $103,336 $54,276

Geographic summary of net Years ended December 31, sales based on the location of (Thousands of dollars) 2011 2010 2009 product delivery Caribbean, Central and South America $ 2,225,829 $ 1,702,823 $ 1,406,749 Africa 1,489,409 1,061,221 969,324 United States 1,328,116 1,079,316 855,412 Canada/Mexico 407,593 245,935 146,601 Pacific Basin and Far East 238,116 198,100 165,721 Eastern Mediterranean 49,472 78,380 14,964 Europe 8,367 19,927 42,537 Totals $ 5,746,902 $ 4,385,702 $ 3,601,308 Geographic summary of the December 31, entity's long-lived assets according to their physical (Thousands of dollars) 2011 2010 United States $ 515,375 $ 511,908

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document location and primary port for Dominican Republic 120,707 56,928 the vessels Argentina 111,726 105,298 All other 50,419 49,197 Totals $ 798,227 $ 723,331

Years ended December 31, (Thousands of dollars) 2011 2010 Beginning balance $ 12,028 $ 11,090 Accretion expense 1,007 938 Liability for additional lagoons placed in service 74 – Ending balance $ 13,109 $ 12,028 Schedule of amounts paid for interest and income taxes Years ended December 31, (Thousands of dollars) 2011 2010 2009 Interest (net of amounts capitalized) $ 6,786 $ 8,377 $13,845 Income taxes (net of refunds) 126,730 69,626 (10,542)

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Consolidated Statement of Accumulated Changes in Equity (USD $) CommonAdditional Other Retained NoncontrollingComprehensive Total In Thousands, unless Stock Capital Comprehensive Earnings Interest Income otherwise specified Loss Balance at Dec. 31, 2008 $ $ $ 1,240 $ 0 $ (111,703) $ 4,223 1,463,578 1,569,818 Comprehensive income: Net earnings 91,517 92,482 (965) 91,517 Other comprehensive income net of income tax benefit of $12,604, $5,443 and $3,206 for the years ended 2011, 2010 and 2009, respectively: Foreign currency translation (9,365) (9,365) (9,365) adjustment Unrealized gain (loss) on 798 798 798 investments Unrecognized pension cost 5,484 5,484 5,484 Total comprehensive income 88,434 88,434 Addition of noncontrolling 600 600 interests Dividends paid to (112) (112) noncontrolling interests Repurchase of common stock (3,370) (3) (3,367) Dividends on common stock (3,711) (3,711) Balance at Dec. 31, 2009 1,545,4191,237 0 (114,786) 1,655,2223,746 Comprehensive income: Net earnings 283,012 283,611 (599) 283,012 Other comprehensive income net of income tax benefit of $12,604, $5,443 and $3,206 for the years ended 2011, 2010 and 2009, respectively: Foreign currency translation (3,704) (3,704) (3,704) adjustment Unrealized gain (loss) on (2,134) (2,134) (2,134) investments Unrecognized pension cost (3,283) (3,283) (3,283) Total comprehensive income 273,891 273,891 Addition of noncontrolling (68) (68) interests Dividends paid to (36) (36) noncontrolling interests Repurchase of common stock (29,994) (21) (29,973) Dividends on common stock (10,963) (10,963) Balance at Dec. 31, 2010 1,778,2491,216 0 (123,907) 1,897,8973,043 Comprehensive income: Net earnings 343,557 345,847 (2,290) 343,557

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Other comprehensive income net of income tax benefit of $12,604, $5,443 and $3,206 for the years ended 2011, 2010 and 2009, respectively: Foreign currency translation (12,398) (12,389) (9) (12,398) adjustment Unrealized gain (loss) on (756) (756) (756) investments Unrecognized pension cost (19,065) (19,013) (52) (19,065) Total comprehensive income 311,338 311,338 Dividends paid to (149) (149) noncontrolling interests Repurchase of common stock (9,971) (5) (9,966) Balance at Dec. 31, 2011 $ $ $ 1,211 $ 0 $ (156,065) $ 543 2,079,467 2,233,778

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Consolidated Statement of 12 Months Ended Earnings (Parenthetical) (USD $) Dec. 31, 2011Dec. 31, 2010Dec. 31, 2009 In Thousands, unless otherwise specified Consolidated Statement of Earnings Products, sales to affiliates $ 808,834 $ 500,265 $ 543,066

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

Balance December 31, (Thousands of dollars) 2011 Level 1 Level 2 Level 3 Assets: Available-for-sale securities – short- term investments: Money market funds $ 139,420 $ 139,420 $ – $ – Corporate bonds 89,146 – 89,146 – Fixed rate municipal notes and bonds 17,788 – 17,788 – Emerging markets debt mutual fund 16,399 16,399 – – Collateralized mortgage obligations 15,011 – 15,011 – U.S. Government agency securities 9,757 – 9,757 – U.S. Treasury securities 4,905 – 4,905 – Asset backed debt securities 3,533 – 3,533 – Other 1,484 – 1,484 – Trading securities- short term investments: High yield debt securities 20,750 – 20,750 – Emerging markets trading debt mutual fund 2,487 2,487 – –

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Emerging markets trading debt securities 2,355 – 2,355 – Other debt securities 221 – 221 – Trading securities – other current assets: Domestic equity securities 13,563 13,563 – – Foreign equity securities 7,490 3,991 3,499 – Money market funds 4,521 4,521 – – Fixed income mutual funds 4,483 4,483 – – U.S. Government agency securities 2,085 – 2,085 – U.S. Treasury securities 1,474 – 1,474 – Corporate bonds 72 – 72 – Other 236 159 77 – Derivatives Commodities (1) 5,144 5,144 – – Interest rate swaps – – – – Foreign currencies 2,247 – 2,247 – Total Assets $ 364,571 $ 190,167 $ 174,404 $ – Liabilities: Derivatives: Commodities (1) $ 5,529 $ 5,529 $ – $ – Interest rate swaps 11,268 – 11,268 – Foreign currencies 3,380 – 3,380 – Total Liabilities $ 20,177 $ 5,529 $ 14,648 $ –

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Trading securities – other current assets: Domestic equity securities 13,332 13,332 – – Foreign equity securities 8,157 4,131 4,026 – Fixed income mutual funds 3,758 3,758 – – Money market funds 3,208 3,208 – – U.S. Treasury securities 2,732 – 2,732 – U.S. Government agency securities 1,371 – 1,371 – Other 183 157 26 – Derivatives: Commodities (1) 15,966 15,958 8 – Interest rate swaps 1,410 – 1,410 – Foreign currencies 120 – 120 – Total Assets $ 382,442 $ 211,010 $ 171,432 $ – Liabilities: Derivatives: Commodities (1) $ 9,170 $ 9,170 $ – $ – Interest rate swaps 1,161 – 1,161 – Foreign currencies 11,652 – 11,652 – Total Liabilities $ 21,983 $ 9,170 $ 12,813 $ –

(1) Seaboard’s commodities derivative assets and liabilities are presented in the Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts. As of December 31, 2010, the commodity derivatives had a margin account balance of $2,178,000 resulting in a net other current asset on the Consolidated Balance Sheets of $8,974,000.

December 31, 2011 2010 (Thousands of dollars) Amortized Amortized Cost Fair Value Cost Fair Value Short-term investments, available-for- sale $ 297,916 $ 297,443 $ 307,015 $ 308,380 Short-term investments, trading debt securities 25,437 25,813 22,254 23,825 Long-term debt 157,252 161,636 93,104 96,438

While management believes its derivatives are primarily economic hedges of its firm purchase and sales contracts or anticipated sales contracts, Seaboard does not perform the extensive record- keeping required to account for these types of transactions as hedges for accounting purposes.

Commodity Instruments Seaboard uses various grain, meal, hog and energy resource related futures and options to manage its risk to price fluctuations for raw materials and other inventories, finished product sales and firm sales commitments. 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, 2010. Commodity derivatives are recorded at fair value, with any changes in fair value being marked to market as a component of cost of sales on the Consolidated Statements of Earnings. Since these derivatives are not accounted for as hedges,

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document fluctuations in the related commodity prices could have a material impact on earnings in any given period.

The following table provides the fair value of each type of derivative held as of December 31, 2011 and 2010 and where each derivative is included on the Consolidated Balance Sheets:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Asset Derivatives Liability Derivatives 2011 2010 2011 2010 Balance Sheet Fair Balance Sheet Fair (Thousands of dollars) Location Value Location Value Commodities(1) Other current Other current assets $ 5,144 $15,966 asset $ 5,529 $ 9,170 Foreign currencies Other current Other accrued assets 2,247 120 liabilities 3,380 11,652 Interest rate Other current Other accrued assets – 1,410 liabilities 11,268 1,161

(1) Seaboard’s commodities derivative assets and liabilities are presented in the Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts. As of December 31, 2011 and 2010, the commodity derivatives had a margin account balance of $8,619,000 and $2,178,000, respectively, resulting in a net other current asset on the Consolidated Balance Sheets of $8,234,000 and $8,974,000, respectively.

Counterparty Credit Risk Seaboard is subject to counterparty credit risk related to its foreign currency exchange agreements and interest rate swaps, should the counterparties fail to perform according to the terms of the contracts. Seaboard’s foreign currency exchange agreements have a maximum amount of loss due to credit risk in the amount of $2,247,000 with six counterparties. Seaboard does not hold any collateral related to these agreements.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Document and Entity 12 Months Ended Information (USD $) Dec. 31, 2011 Jan. 27, 2012 Jul. 01, 2011 Document and Entity Information Entity Registrant Name SEABOARD CORP /DE/ Entity Central Index Key 0000088121 Document Type 10-K Document Period End Date Dec. 31, 2011 Amendment Flag false Current Fiscal Year End Date --12-31 Entity Well-known Seasoned Issuer No Entity Voluntary Filers No Entity Current Reporting Status Yes Entity Filer Category Large Accelerated Filer Entity Public Float $ 757,168,304 Entity Common Stock, Shares Outstanding 1,209,397 Document Fiscal Year Focus 2011 Document Fiscal Period Focus FY

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12 Months Ended Employee Benefits Dec. 31, 2011 Employee Benefits Employee Benefits Note 10 Employee Benefits Seaboard maintains a defined benefit pension plan for its domestic salaried and clerical employees and, effective January 1, 2010, split a portion of employees from this plan into a new defined benefit plan with identical benefits. Both plans are collectively referred to below as “the Plans.” The Plans generally provides eligibility for participation after one year of service upon attaining the age of 21. Benefits are generally based upon the number of years of service and a percentage of final average pay.

As part of the split of the defined benefit pension plan discussed above, on January 1, 2010, Seaboard implemented a new investment policy for each of the two separate plans. The difference in target allocation percentages are based on one plan having more current retirees and thus a more conservative portfolio versus the other plan, which can assume greater risk as it will have a longer investment time horizon. Assets are invested in the Plans to achieve a diversified overall portfolio consisting primarily of individual stocks, money market funds, collective investment funds, bonds and mutual funds. Seaboard is willing to accept a moderate level of risk to potentially achieve higher investment returns. The overall portfolios are evaluated relative to customized benchmarks. The investment strategy provides investment managers’ discretion, and is periodically reviewed by management for adherence to policy and performance against benchmarks. Seaboard’s asset allocation targets and actual investment composition within the Plans were as follows:

As described in Note 9 to the Consolidated Financial Statements, U.S. GAAP utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following tables shows the Plans’ assets measured at estimated fair value as of December 31, 2011 and 2010, respectively, and also the level within the fair value hierarchy used to measure each category of assets:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Fixed income mutual funds 6,400 6,400 – – Money market funds 6,513 6,513 – U.S. Treasury STRIPS 3,587 – 3,587 – Emerging markets-equity 3,349 3,349 – – Mutual funds-equities 3,485 3,485 – – Real estate mutual fund 2,909 2,909 – – Exchange traded funds-fixed income 1,788 1,788 – – Municipal bonds 2,048 – 2,048 – Other 1,030 – 1,030 – Total Assets $ 91,512 $ 66,321 $ 25,191 $ –

Balance December 31, (Thousands of dollars) 2010 Level 1 Level 2 Level 3 Assets: Domestic equity securities $ 27,411 $ 27,411 $ – $ – Corporate bonds 19,570 – 19,570 – Collective investment funds 12,889 – 12,889 – Foreign equity securities 7,410 7,410 – – Fixed income mutual funds 6,073 6,073 – – Money market funds 5,337 5,337 – – U.S. Treasury STRIPS 3,135 – 3,135 – Emerging markets- equity 3,012 3,012 – – Mutual funds-equities 2,892 2,892 – – Real estate mutual fund 2,042 2,042 – – Exchange traded funds- fixed income 1,787 1,787 – – Municipal bonds 1,713 – 1,713 – Other 367 204 163 – Total Assets $ 93,638 $ 56,168 $ 37,470 $ –

Assumptions used in determining pension information for all of the above plans were:

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

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The changes in the plans’ benefit obligations and fair value of assets for the Plans, supplemental executive plans and retirement agreements for the years ended December 31, 2011 and 2010, and a statement of the funded status as of December 31, 2011 and 2010 were as follows:

2011 2010 Accumulated Assets exceed Accumulated December 31, benefits accumulated benefits (Thousands of dollars) exceed assets benefits exceed assets Reconciliation of benefit obligation: Benefit obligation at beginning of year $ 173,023 $ – $ 147,915 Service cost 7,523 1,370 4,997 Interest cost 9,025 3,258 5,454 Actuarial losses 19,637 4,896 10,013 Benefits paid (4,668) (2,563) (2,317) Plan split – 55,648 (55,648) Benefit obligation at end of year $ 204,540 $ 62,609 $ 110,414 Reconciliation of fair value of plan assets: Fair value of plan assets at beginning of year $ 93,638 $ – $ 84,829 Actual return on plan assets 807 7,106 4,513 Employer contributions 1,735 – 2,070 Benefits paid (4,668) (2,563) (2,317) Plan split – 59,152 (59,152) Fair value of plan assets at end of year $ 91,512 $ 63,695 $ 29,943 Funded status $ (113,028) $ 1,086 $ (80,471)

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

The amounts not reflected in net periodic benefit cost and included in accumulated other comprehensive income (AOCI) before taxes at December 31, 2011 and 2010 were as follows:

(Thousands of dollars) 2011 2010 Accumulated loss, net of gain $ (81,708) $ (54,752) Prior service cost, net of credit (6,351) (7,280) Transitional obligation – (16) Total Accumulated Other Comprehensive Income $ (88,059) $ (62,048)

The amounts in AOCI expected to be recognized as components of net periodic benefit cost in 2012 are as follows:

(Thousands of dollars) 2012

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Prior service cost, net of credit $ 844 Transition obligation 5,227 Estimated net periodic benefit cost $ 6,071

Seaboard participates in a multi-employer pension fund, the United Food & Commercial Workers International Union-Industry Pension Fund, which covers certain union employees under a collective bargaining agreement. This fund’s employer identification plan is 51-6055922 and this plan’s number is 001. For the plan year beginning July 1, 2011, this plan’s “zone status” is green and is not subject to a funding improvement plan. Seaboard is required to make contributions to this plan in amounts established under the collective bargaining agreement that expires in July 2014. Contribution expense for this plan was $545,000, $528,000 and $509,000 for the years ended December 31, 2011, 2010 and 2009, respectively, which represents less than five percent of total contributions to this plan. The applicable portion of the total plan benefits and net assets of this plan is not separately identifiable, although Seaboard has received notice that, under certain circumstances, it could be liable for unfunded vested benefits or other expenses of this jointly administered union plan. Seaboard has not established any liabilities for potential future withdrawal, as such withdrawal from this plan is not probable.

Seaboard maintains a defined contribution plan covering most of its domestic salaried and clerical employees. In 2011 and 2010, Seaboard contributed to this plan an amount equal to 50% of employee contributions, up to a maximum of 6% of employee compensation. In 2009, Seaboard contributed to this plan an amount equal to 100% of employee contributions, up to a maximum of 3% of employee compensation. Employee vesting is based upon years of service, with 20% vested after one year of service and an additional 20% vesting with each additional complete year of service. Contribution expense for this plan was $1,956,000, $1,826,000 and $1,868,000 for the years ended December 31, 2011, 2010 and 2009, respectively. In addition, Seaboard maintains a defined contribution plan covering most of its hourly, non-union employees and two defined contribution plans covering most of Daily’s employees. Contribution expense for these plans was $507,000, $1,455,000 and $1,378,000 for the years ended December 31, 2011, 2010 and 2009, respectively.

Seaboard has a deferred compensation plan which allows certain employees to reduce their compensation in exchange for values in four investments. Seaboard also has an Investment Option Plan which allowed certain employees to reduce their compensation in exchange for an option to acquire interests measured by reference to three investments. However, as a result of U.S. tax legislation passed in 2004, reductions to compensation earned after 2004 are no longer allowed under the Investment Option Plan. The exercise price for each investment option was established based upon the fair market value of the underlying investment on the date of grant. Under both plans, Seaboard contributes 3% of the employees reduced compensation. Seaboard’s expense (income) for these two deferred compensation plans, which primarily includes amounts related to the change in fair value of the underlying investment accounts was $(1,505,000), $4,267,000 and $4,340,000 for the years ended December 31, 2011, 2010 and 2009, respectively. Included in other liabilities at December 31, 2011 and 2010 are $29,647,000 and $28,444,000, respectively, representing the market value of the payable to the employees upon distribution or exercise for each plan. In conjunction with these plans, Seaboard purchased the specified number of units of the employee-designated investment, plus the applicable option price for the Investment Option Plan. These investments are treated as trading securities and are stated at their fair market values. Accordingly, as of December 31, 2011 and 2010, $33,924,000 and $32,739,000, respectively, were included in other current assets on the Consolidated Balance Sheets. Investment income (loss) related to the mark-to-market of these investments for 2011, 2010, and 2009 totaled $(1,584,000), $4,203,000 and $4,253,000, respectively.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Consolidated Balance Sheets (USD $) Dec. 31, Dec. 31, In Thousands, unless 2011 2010 otherwise specified Current assets: Cash and cash equivalents $ 71,510 $ 41,124 Short-term investments 323,256 332,205 Receivables: Trade 280,279 243,786 Due from affiliates 126,616 75,771 Other 81,255 48,557 Gross receivable 488,150 368,114 Allowance for doubtful accounts (10,941) (8,170) Net receivables 477,209 359,944 Inventories 644,930 533,761 Deferred income taxes 23,203 18,393 Deferred costs 84,141 Other current assets 91,934 115,844 Total current assets 1,632,042 1,485,412 Investments in and advances to affiliates 364,840 331,322 Net property, plant and equipment 796,822 701,131 Notes receivable from affiliate 110,903 90,109 Goodwill 40,628 40,628 Intangible assets, net 19,496 19,746 Other assets 41,997 65,738 Total Assets 3,006,728 2,734,086 Current liabilities: Notes payable to banks 16,219 78,729 Current maturities of long-term debt 40,885 1,697 Accounts payable 151,869 146,265 Accrued compensation and benefits 114,323 102,003 Deferred revenue 29,147 122,344 Deferred revenue from affiliates 27,806 38,719 Accrued voyage costs 46,399 39,515 Accrued commodity inventory 54,357 34,099 Other accrued liabilities 80,404 74,824 Total current liabilities 561,409 638,195 Long-term debt, less current maturities 116,367 91,407 Deferred income taxes 66,300 75,695 Accrued pension liability 106,673 78,817 Other liabilities and deferred credits 76,512 71,723 Total non-current liabilities 365,852 317,642 Commitments and contingent liabilities Stockholders' equity:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Common stock of $1 par value. Authorized 1,250,000 shares; issued and outstanding 1,211 1,216 1,210,597 and 1,215,879 shares Accumulated other comprehensive loss (156,065) (123,907) Retained earnings 2,233,778 1,897,897 Total Seaboard stockholders' equity 2,078,924 1,775,206 Noncontrolling interests 543 3,043 Total equity 2,079,467 1,778,249 Total Liabilities and Stockholders' Equity $ $ 3,006,728 2,734,086

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Investments in and Advances 12 Months Ended to Affiliates and Notes Dec. 31, 2011 Receivable from Affiliates Investments in and Advances to Affiliates and Notes Receivable from Affiliates Investments in and Advances Note 4 to Affiliates and Notes Investments in and Advances to Affiliates and Notes Receivable from Affiliates Receivable from Affiliates Seaboard’s investments in and advances to non-controlled, non-consolidated affiliates are primarily related to Butterball, LLC (Butterball), as discussed below, and businesses conducting flour, maize and feed milling and poultry production and processing. As of December 31, 2011, the location and percentage ownership of these affiliates excluding Butterball are as follows: Democratic Republic of Congo (50%), Lesotho (50%), Kenya (35%-49%), Nigeria (25%-48%), and Zambia (49%) in Africa; Colombia (40%) and Ecuador (25%-50%) in South America, and Haiti (23%) in the Caribbean. Also, Seaboard has investments in grain trading businesses in Australia (25%), North Carolina (50%) and Peru (50%). Seaboard generally is the primary provider of choice for grains, feed and supplies purchased by these non-controlled affiliates. As Seaboard conducts its commodity trading business with third parties, consolidated subsidiaries and affiliates on an interrelated basis, cost of sales on affiliates cannot be clearly distinguished without making numerous assumptions, primarily with respect to mark-to-market accounting for commodity derivatives. In addition, Seaboard has investments in and advances to two sugar- related businesses in Argentina (46%-50%). The equity method is used to account for all of the above investments.

On December 6, 2010, Seaboard Corporation acquired a 50% non-controlling voting interest in Butterball from Maxwell Farms, LLC, Goldsboro Milling Company and GM Acquisition LLC (collectively, the Maxwell Group) for a cash purchase price of $177,500,000. Butterball is a vertically integrated producer, processor and marketer of branded and non-branded turkeys and other turkey products. Seaboard purchased its interest in Butterball from the Maxwell Group after the Maxwell Group had reacquired a 49% interest held by Murphy-Brown, LLC (Murphy- Brown), a subsidiary of Smithfield Foods, Inc. The other 50% ownership interest in Butterball will continue to be owned by the Maxwell Group. In connection with the purchase, Butterball also acquired the live turkey growing and related assets of the Maxwell Group and of Murphy- Brown. As of December 31, 2011, Butterball had intangible assets of $111,000,000 for trade name and $60,265,000 for goodwill. The equity method is used to account for this investment.

In connection with this transaction, Seaboard provided Butterball with a $100,000,000 unsecured subordinated loan (the subordinated loan) with a seven-year maturity and interest of 15% per annum, comprised of 5% payable in cash semi-annually, plus 10% pay-in-kind interest, compounded semi-annually which accumulates and is paid at maturity. In connection with providing the subordinated loan, Seaboard received detachable warrants, which upon exercise for a nominal price, would enable Seaboard to acquire an additional 5% equity interest in Butterball. Seaboard can exercise these warrants at any time before December 6, 2020. Butterball has the right to repurchase the warrants for fair market value. The warrant agreement essentially provides Seaboard with a 52.5% economic interest, as these warrants are in substance an additional equity interest. Therefore, Seaboard recorded 52.5% of Butterball’s earnings as Income from Affiliates in the Consolidated Statement of Earnings. However, all significant corporate governance matters would continue to be shared equally between Seaboard and Maxwell even if the warrants are exercised, unless Seaboard already owns a majority of the voting rights at the time of exercise. The warrants qualify for equity treatment under accounting standards. Accordingly, as of December 6, 2010, the warrants were allocated a value of $10,586,000, classified as Investments in and Advances to Affiliates on the Consolidated Balance Sheet, and the subordinated loan was allocated a discounted value of $89,414,000, classified as Notes Receivable from Affiliate on the Consolidated Balance Sheet, of the total $100,000,000 subordinated financing discussed above. The discount on the subordinated loan is being accreted monthly in interest income through the maturity date of December 6, 2017. Also as part of issuing the subordinated loan, Seaboard

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document received a $2,000,000 cash fee from Butterball as consideration for providing this financing that is being amortized over the term of the subordinated loan. At December 31, 2011 and 2010, the recorded balance of this Note Receivable from Affiliate was $100,693,000 and $90,109,000, respectively.

In October 2010, Seaboard acquired for $5,000,000 a 25% non-controlling interest in a commodity trading business in Australia. Also in October 2010, Seaboard combined its existing investment in poultry operations in Africa with another existing African based poultry business. Seaboard invested an additional $10,500,000 in this newly-combined poultry business, for a total investment of $16,988,000, which represents a 50% non-controlling interest. This newly- combined business has operations primarily in Kenya and Zambia, and is also expanding by building new operations in the Democratic Republic of Congo. In the second quarter of 2011, Seaboard’s interest in this business was reduced from 50% to 49%.

In July 2010, Seaboard finalized an agreement to invest in a bakery to be built in Central Africa. Seaboard will have a 50% non-controlling interest in this business. The total project cost is estimated to be $60,500,000, but Seaboard’s total investment has not yet been determined, pending finalization of third party financing alternatives for a portion of the project. It is anticipated that the bakery will become fully operational in the second half of 2012. As of December 31, 2011, Seaboard had invested $21,477,000 in this project.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In prior years, Seaboard’s equity investments in its Nigerian non-consolidated affiliates were written down to zero, and Seaboard suspended use of the equity method of accounting for these non-consolidated affiliates, as losses allocated to Seaboard exceeded the investment. During the fourth quarter of 2009, the application of the equity method of accounting was resumed for these entities as a result of Seaboard’s proportionate share of income exceeding the share of losses not recognized during the prior periods. A significant contributing factor to this change in accounting treatment was the result of one of the entities discontinuing its feed mill operations by selling its trade name and certain assets to an entity in exchange for a non-controlling ownership in such entity and a separate sale of land and building to a third party for cash. Seaboard’s proportionate share of these two asset sales represented approximately $2,323,000 of the income from affiliates for 2009.

Combined condensed financial information of the non-controlled, non-consolidated affiliates for their fiscal periods ended within each of Seaboard’s years ended were as follows (the 2010 net sales and 2010 net income for the Turkey segment below represent the period from December 6, 2010 to December 31, 2010):

Sugar Segment December 31,

At December 31, 2011, Seaboard’s carrying value of certain of these investments in affiliates in the Commodity Trading and Milling segment was $11,125,000 more than its share of the affiliate’s book value. The excess is attributable primarily to the valuation of property, plant and equipment and intangible assets. The amortizable assets are being amortized to earnings from affiliates over the remaining life of the assets.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12 Months Ended Inventories Dec. 31, 2011 Inventories Inventories Note 3 Inventories The following table is a summary of inventories at the end of each year:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Summary of Significant 12 Months Ended Accounting Policies (Policies) Dec. 31, 2011 Summary of Significant Accounting Policies Principles of Consolidation Principles of Consolidation and Investments in Affiliates and Investments in Affiliates The consolidated financial statements include the accounts of Seaboard Corporation and its domestic and foreign subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. Investments in non-controlled affiliates are accounted for by the equity method. Financial information from certain subsidiaries and affiliates is reported on a one- to three-month lag, depending on the specific entity. Short-Term Investments Short-Term Investments Short-term investments are retained for future use in the business and may include money market accounts, corporate bonds, mutual funds, municipal debt securities and U.S. government obligations and, on a limited basis, high yield bonds, domestic equity securities and foreign government bonds. Investments held by Seaboard that are categorized as available-for-sale are reported at their estimated fair value with any related unrealized gains and losses reported net of tax, as a component of accumulated other comprehensive income. Investments held by Seaboard that are categorized as trading securities are reported at their estimated fair value with any unrealized gains and losses included in other investment income on the Consolidated Statement of Earnings. Debt securities that are categorized as held to maturity are recorded at amortized cost, which is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest income. Gains and losses on sale of investments are generally based on the specific identification method. Accounts Receivable Accounts Receivable Accounts receivable are recorded at the invoiced amount and generally do not bear interest. The Power segment, however, collects interest on certain past due accounts, and the Commodity Trading and Milling segment provides extended payment terms for certain customers in certain countries due to local market conditions. The allowance for doubtful accounts is Seaboard’s best estimate of the amount of probable credit losses. For most operating segments, Seaboard uses a specific identification approach to determine, in management’s judgment, the collection value of certain past due accounts based on contractual terms. For the Marine segment, the allowance for doubtful accounts is based on an aging percentage methodology primarily based on historical write-off experience. Seaboard reviews its allowance for doubtful accounts monthly. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Inventories Inventories Seaboard uses the lower of last-in, first-out (LIFO) cost or market for determining inventory cost of live hogs, fresh pork product and related materials. Grain, flour and feed inventories at foreign milling operations are valued at the lower of weighted average cost or market. All other inventories, including further processed pork products, are valued at the lower of first-in, first-out (FIFO) cost or market. Deferred Costs Deferred Costs Deferred costs represent inventory delivered to customers and related shipping costs incurred for certain commodity trades that Seaboard has received the majority of payments for the trades (which are recorded as deferred revenues) but has not yet recognized as revenue, as the final sale price is not yet fixed and determinable. The corresponding deferred margin on such trades is not deemed material. Property, Plant and Equipment Property, Plant and Equipment Property, plant and equipment are carried at cost and are being depreciated on the straight-line method over useful lives, ranging from 3 to 30 years. Property, plant and equipment leases which are deemed to be installment purchase obligations have been capitalized and included in the property, plant and equipment accounts. Routine and planned major maintenance, repairs and minor renewals are expensed as incurred, while major renewals and improvements are capitalized.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Impairment of Long-Lived Impairment of Long-Lived Assets Assets Long-lived assets, primarily property, plant and equipment, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Notes Receivable from Notes Receivable from Affiliates Affiliates Seaboard monitors the credit quality of notes receivable from affiliates by obtaining and reviewing financial information for these affiliates on a monthly basis and by having Seaboard representatives serve on the Board of Directors of these affiliates. Goodwill and Other Intangible Goodwill and Other Intangible Assets Assets Goodwill and other indefinite-life intangible assets are evaluated by reporting unit annually for impairment at the quarter end closest to the anniversary date of the acquisition, or more frequently if circumstances indicate that impairment is likely. Separable intangible assets with finite lives are amortized over their estimated useful lives. Any one event or a combination of events such as change in the business climate, a negative change in relationships with significant customers and changes to strategic decisions, including decisions to expand made in response to economic or competitive conditions could require an interim assessment prior to the next required annual assessment. The most recent impairment tests performed and current market conditions indicated goodwill and other intangible assets are not impaired as of December 31, 2011. Accrued Self-Insurance Accrued Self-Insurance Seaboard is self-insured for certain levels of workers’ compensation, health care coverage, property damage and general, vehicle and product recall liability. The cost of these self-insurance programs is accrued based upon estimated settlements for known and anticipated claims. Changes in estimates to previously recorded reserves are reflected in current operating results. Deferred Grants Deferred Grants Included in other liabilities at December 31, 2011 and 2010 was $5,631,000 and $6,047,000, respectively, of deferred grants. The deferred grants represent economic development funds contributed by government entities that were limited to construction of a pork processing facility in Guymon, Oklahoma. Deferred grants are being amortized as a reduction of depreciation expense over the life of the assets acquired with the funds. Asset Retirement Obligation Asset Retirement Obligation Seaboard has recorded long-lived assets and a related liability for the asset retirement obligation costs associated with the closure of the hog lagoons it is legally obligated to close in the future should Seaboard cease operations or plan to close such lagoons voluntarily in accordance with a changed operating plan. Based on detailed assessments and appraisals obtained to estimate the future retirement costs, Seaboard has determined and recorded the present value of the projected costs in non-current other liabilities on the Consolidated Balance Sheet, with the retirement asset depreciated over the economic life of the related asset. The following table shows the changes in the asset retirement obligation during 2011 and 2010:

Years ended December 31, (Thousands of dollars) 2011 2010 Beginning balance $ 12,028 $ 11,090 Accretion expense 1,007 938 Liability for additional lagoons placed in service 74 – Ending balance $ 13,109 $ 12,028 Income Taxes Income Taxes Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. However, in the future, as these timing differences reverse, a lower statutory tax rate may apply pursuant to the provisions for domestic manufacturers of the American Jobs Creation Act of 2004. In accordance with U.S. GAAP, Seaboard will recognize the benefit or cost of this change in the future.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Revenue Recognition Revenue Recognition As a result of a marketing agreement with Triumph Foods, Seaboard’s sales prices for its pork products included in product revenues are primarily based on a margin sharing arrangement that considers the average sales price and mix of products sold from both Seaboard’s and Triumph Foods’ hog processing plants. Seaboard earns a fee for marketing the pork products of Triumph Foods, and recognizes this fee as service revenue primarily based on the number of head processed by Triumph Foods. Revenue of the commodity trading business is recognized when the commodity is delivered to the customer, collection is reasonably assured and the sales price is fixed or determinable. Revenue of the containerized cargo service is recognized ratably over the transit time for each voyage, with expenses associated with containerized cargo service being recognized as incurred. Revenues from all other commercial exchanges are recognized at the time products are shipped or delivered in accordance with shipping terms or services rendered, the customer takes ownership and assumes risk of loss, collection is reasonably assured and the sales price is fixed or determinable. Use of Estimates Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include those related to allowance for doubtful accounts, valuation of inventories, impairment of long-lived assets, goodwill and other intangible assets, income taxes and accrued pension liability. Actual results could differ from those estimates. Earnings Per Common Share Earnings Per Common Share Earnings per common share are based upon the weighted average shares outstanding during the period. Basic and diluted earnings per share are the same for all periods presented. Cash and Cash Equivalents Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, management considers all demand deposits and overnight investments as cash equivalents. The following table shows the amounts paid for interest and income taxes:

Years ended December 31, (Thousands of dollars) 2011 2010 2009 Interest (net of amounts capitalized) $ 6,786 $ 8,377 $ 13,845 Income taxes (net of refunds) 126,730 69,626 (10,542)

Included in property, plant and equipment is capitalized interest in the amount of $6,723,000, $3,350,000 and $702,000 for 2011, 2010 and 2009, respectively.

As discussed in Note 4, as of December 31, 2011 and 2010, Seaboard had a note receivable from an affiliate which accrues pay-in-kind interest income. Non-cash, pay-in-kind interest income and accretion of discount recognized on this note receivable for the years ended December 31, 2011 and 2010 was $10,584,000 and 695,000, respectively. Foreign Currency Transactions Foreign Currency Transactions and Translation and Translation Seaboard has operations in and transactions with customers in a number of foreign countries. The currencies of the countries fluctuate in relation to the U.S. dollar. Certain of the major contracts and transactions, however, are denominated in U.S. dollars. In addition, the value of the U.S. dollar fluctuates in relation to the currencies of countries where certain of Seaboard’s foreign subsidiaries and affiliates primarily conduct business. These fluctuations result in exchange gains and losses. The activities of these foreign subsidiaries and affiliates are primarily conducted

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document with U.S. subsidiaries or operate in hyper-inflationary environments. As a result, the financial statements of certain foreign subsidiaries and affiliates are re-measured using the U.S. dollar as the functional currency.

Seaboard’s Sugar segment, a consolidated subsidiary in Canada (Commodity Trading and Milling segment) and seven non-controlled, non-consolidated affiliates (Commodity Trading and Milling segment businesses in Australia, Colombia, Guyana, Kenya, Lesotho and Zambia), use local currency as their functional currency. Assets and liabilities of these subsidiaries are translated to U.S. dollars at year-end exchange rates, and income and expense items are translated at average rates. Translation gains and losses are recorded as components of other comprehensive loss. For these entities, U.S. dollar denominated net asset or liability conversions to the local currency are recorded through income. Derivative Instruments and Derivative Instruments and Hedging Activities Hedging Activities Seaboard recognizes all derivatives as either assets or liabilities at their fair values. Accounting for changes in the fair value of a derivative depends on its designation and effectiveness. Derivatives qualify for treatment as hedges for accounting purposes when there is a high correlation between the change in fair value of the instrument and the related change in value of the underlying commitment. In order to designate a derivative financial instrument as a hedge for accounting purposes, extensive record keeping is required. For derivatives that qualify as hedges for accounting purposes, the change in fair value has no net impact on earnings, to the extent the derivative is considered effective, until the hedged transaction affects earnings. For derivatives that are not designated as hedging instruments for accounting purposes, or for the ineffective portion of a hedging instrument, the change in fair value does affect current period net earnings.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Commitments and 12 Months Ended Contingencies Dec. 31, 2011 Commitments and Contingencies Commitments and Note 11 Contingencies Commitments and Contingencies In July 2009, Seaboard Corporation, and affiliated companies in its Commodity Trading and Milling segment, resolved a dispute with a third party related to a 2005 transaction in which a portion of its trading operations was sold to a firm located abroad. As a result of this action, Seaboard Overseas Limited received approximately $16,787,000, net of expenses, in the third quarter of 2009. There was no tax expense on this transaction.

Purchase commitments Years ended December 31, (Thousands of dollars) 2012 2013 2014 2015 2016 Thereafter Hog procurement contracts $166,904 $118,934 $112,769 $109,784 $ 90,300 $ 73,580 Grain and feed ingredients 149,053 910 – – – – Grain purchase contracts for resale 409,011 – – – – – Construction of new power barge 18,071 – – – – – Fuel purchase contract 37,020 – – – – – Equipment purchases and facility improvements 18,537 – – – – – Other purchase commitments 28,538 2,597 71 35 34 161 Total firm purchase commitments 827,134 122,441 112,840 109,819 90,334 73,741 Vessel, time and voyage- charter Arrangements 101,087 48,093 28,262 26,098 18,849 98,961

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Contract grower finishing agreements 11,673 10,470 9,295 8,713 9,019 16,919 Other operating lease payments 17,920 15,370 13,893 13,345 13,215 187,766 Total unrecognized firm commitments $957,814 $196,374 $164,290 $157,975 $131,417 $377,387

The Marine segment enters into contracts to time-charter vessels for use in its operations. These contracts range from short-term time charters for a few months and long-term commitments ranging from one to twelve years. This segment’s charter hire expenses during 2011, 2010 and 2009 totaled $87,895,000, $57,606,000 and $82,728,000, respectively.

To support the operations of the Pork segment, Seaboard has contract grower finishing agreements in place with farmers to raise a portion of Seaboard’s hogs according to Seaboard’s specifications under long-term service agreements. Under the terms of the agreements, additional payments would be required if the grower achieves certain performance standards. The contract grower finishing obligations shown above do not reflect these incentive payments which, given current operating performance, total approximately $1,400,000 per year. In the event the farmer is unable to perform at an acceptable level, Seaboard has the right to terminate the contract. During the years ended 2011, 2010 and 2009, Seaboard paid $13,037,000, $13,752,000 and $13,703,000, respectively, under contract grower finishing agreements.

The Power segment entered into a contract for the supply of natural gas for 2012 related to the new power barge.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12 Months Ended Income Taxes Dec. 31, 2011 Income Taxes Income Taxes Note 7 Income Taxes Income taxes attributable to continuing operations for the years ended December 31, 2011, 2010 and 2009 differed from the amounts computed by applying the statutory U.S. Federal income tax rate of 35% to earnings (loss) before income taxes excluding non-controlling interest for the following reasons:

Years ended December 31, (Thousands of dollars) 2011 2010 2009 Computed “expected” tax expense excluding non- controlling interest $ 155,714 $ 127,625 $ 31,572 Adjustments to tax expense attributable to: Foreign tax differences (40,733) (33,322) (20,332) Tax-exempt investment income (116) (974) (1,809) State income taxes, net of federal benefit 3,849 1,803 (3,010) Change in valuation allowance (754) (6,189) (2,146) Federal tax credits (5,153) (3,351) (3,672) Change in pension deferred tax (199) (329) (3,508) Domestic manufacturing deduction (8,012) (4,837) (459) Other (5,545) 607 1,088 Total income tax expense (benefit) $ 99,051 $ 81,033 $ (2,276)

Most of Seaboard’s foreign tax differences are attributable to a significant portion of the earnings from Seaboard’s foreign operations being subject to no income tax or a tax rate which is considerably lower than the U.S. corporate tax rate.

Earnings before income taxes consisted of the following:

The components of total income taxes were as follows:

Years ended December 31, (Thousands of dollars) 2011 2010 2009 Current: Federal $ 79,069 $ 48,814 $ 943 Foreign 15,318 15,855 8,454 State and local 6,549 2,924 (125) Deferred: Federal (1,761) 13,204 (18,216) Foreign (232) 15 10,285 State and local 108 221 (3,617) Income tax expense (benefit) 99,051 81,033 (2,276) Unrealized changes in other comprehensive income (12,604) (5,443) (3,206)

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

December 31, (Thousands of dollars) 2011 2010 Deferred income tax liabilities: Cash basis farming adjustment $ 10,581 $ 10,724 Depreciation 109,409 98,692 LIFO 27,927 29,017 Other 4,406 3,768 $ 152,323 $ 142,201 Deferred income tax assets: Reserves/accruals $ 83,816 $ 67,244 Tax credit carry-forwards 11,217 9,554 Deferred earnings of foreign subsidiaries 12,672 6,274 Net operating and capital loss carry-forwards 15,800 18,727 Foreign minimum tax credit carry-forward – 10,400 Other 2,041 3,364 125,546 115,563 Valuation allowance 16,320 30,664 Net deferred income tax liability $ 43,097 $ 57,302

As of December 31, 2011 and 2010, Seaboard had $7,898,000 and $3,548,000, respectively, in total unrecognized tax benefits all of which, if recognized, would affect the effective tax rate. Seaboard does not have any material uncertain tax positions in which it is reasonably possible that the total amounts of the unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. The following table is a reconciliation of the beginning and ending amount of unrecognized tax benefits:

(Thousands of dollars) 2011 2010 Beginning balance at January 1 $ 3,548 $ 3,395 Additions for uncertain tax positions of prior years 66 596 Decreases for uncertain tax positions of prior years (109) (367) Additions for uncertain tax positions of current year 4,791 21 Settlements – (97) Lapse of statute of limitations (398) – Ending balance at December 31 $ 7,898 $ 3,548

Seaboard’s tax returns are regularly audited by federal, state and foreign tax authorities, which may result in adjustments. Seaboard’s U.S. federal income tax years’ are closed through 2005. Seaboard’s 2006-2009 U.S. income tax returns are currently under IRS examination.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Determination of the tax that might be paid on these undistributed earnings if eventually remitted is not practical.

Management believes Seaboard’s future taxable income will be sufficient for full realization of the net deferred tax assets. The valuation allowance relates to the tax benefits from foreign net operating losses. Management does not believe these benefits are more likely than not to be realized due to limitations imposed on the deduction of these losses. At December 31, 2011, Seaboard had foreign net operating loss carry-forwards (NOLs) of approximately $51,836,000 a portion of which expire in varying amounts between 2012 and 2017, while others have indefinite expiration periods.

At December 31, 2011, Seaboard had state tax credit carry-forwards of approximately $17,257,000, net of valuation allowance, all of which carry-forward indefinitely.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Schedule II Valuation and 12 Months Ended Qualifying Accounts (Details) (USD $) Dec. 31, 2011Dec. 31, 2010Dec. 31, 2009 In Thousands, unless otherwise specified Allowance for Doubtful Accounts: Movement in valuation and qualifying accounts Balance at beginning of year $ 8,170 $ 7,330 $ 7,303 Provision/ charged (credit) to expense 4,400 2,771 2,088 Net deductions/ Other (1,629) (1,931) (2,061) Balance at end of year 10,941 8,170 7,330 Allowance for Deferred Tax Assets: Movement in valuation and qualifying accounts Balance at beginning of year 30,664 28,621 21,075 Provision/ charged (credit) to expense (13,959) 2,512 8,473 Net deductions/ Other (385) (469) (927) Balance at end of year 16,320 30,664 28,621 Reserve for LIFO Valuation: Movement in valuation and qualifying accounts Balance at beginning of year 24,085 22,807 40,672 Provision/ charged (credit) to expense 33,698 1,278 (17,865) Balance at end of year $ 57,783 $ 24,085 $ 22,807

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Property, Plant and 12 Months Ended Equipment Dec. 31, 2011 Property, Plant and Equipment Property, Plant and Equipment Note 5 Property, Plant and Equipment The following table is a summary of property, plant and equipment at the end of each year:

During the second quarter of 2009, Seaboard started operations at its ham boning and processing plant in Mexico. Despite being in operation for over two years, overall results have been below expectations with inconsistencies in margins and volumes. In the third quarter of 2011, Seaboard performed an impairment evaluation of this plant and determined there was an impairment loss based on management’s current cash flow assumptions and probabilities of outcomes. This analysis resulted in a $5,600,000 impairment charge recorded in cost of sales on the Consolidated Statement of Earnings during the third quarter of 2011 to write down the recorded value of these assets to the estimated fair value. As this plant is not wholly-owned by Seaboard, this impairment charge is partially offset by a reduction (loss attributable) to noncontrolling interest of $1,830,000. Accordingly, the total impact on net earnings attributable to Seaboard, net of taxes, was $2,300,000. The remaining net book value of these assets as of December 31, 2011 was $3,840,000.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Goodwill and Intangible 12 Months Ended Assets, Net Dec. 31, 2011 Goodwill and Intangible Assets, Net Goodwill and Intangible Note 6 Assets, Net Goodwill and Intangible Assets, Net Goodwill and intangible assets relate to the 2005 acquisition of Daily’s, a bacon processor located in the western United States, and the related subsequent repurchase of a non-controlling interest of Seaboard Foods LLC in the Pork segment.

The following table is a summary of intangible assets at the end of each year:

The amortization expense of amortizable intangible assets for the years ended December 31, 2011, 2010 and 2009 was $250,000, $930,000 and $1,610,000, respectively. Amortization expense for the five succeeding years is $250,000 each year.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Notes Payable and Long- 12 Months Ended Term Debt Dec. 31, 2011 Notes Payable and Long- Term Debt Notes Payable and Long-Term Note 8 Debt Notes Payable and Long-Term Debt Notes payable amounting to $16,219,000 and $78,729,000 at December 31, 2011 and 2010, respectively, consisted of obligations due banks on demand or based on Seaboard’s ability and intent to repay within one year. At December 31, 2011, Seaboard had a committed bank line totaling $300,000,000, maturing July 10, 2013, and uncommitted bank lines totaling approximately $182,966,000, of which $132,966,000 of the uncommitted lines relate to foreign subsidiaries. At December 31, 2011, there were no borrowings outstanding under the committed line, and borrowings outstanding under the uncommitted lines totaled $16,219,000, all related to foreign subsidiaries. The uncommitted borrowings outstanding at December 31, 2011 primarily represented $11,974,000 denominated in South African rand. Also included in notes payable at December 31, 2010 was a term note of $45,000,000 denominated in U.S. dollars related to the Sugar segment in Argentina, which was repaid in November 2011. The weighted average interest rates for outstanding notes payable were 9.34% and 5.79% at December 31, 2011 and 2010, respectively.

At December 31, 2011, Seaboard’s borrowing capacity under its committed and uncommitted lines was reduced by letters of credit (LCs) totaling $48,078,000 and $25,045,000, respectively, primarily including $26,385,000 of LCs for Seaboard’s outstanding Industrial Development Revenue Bonds (IDRBs) and $21,500,000 related to insurance coverages.

The notes payable to banks under the credit lines are unsecured. The lines of credit do not require compensating balances. Facility fees on these agreements are not material.

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

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The terms of the note agreements pursuant to which the senior notes, IDRBs, bank debt and credit lines were issued require, among other terms, the maintenance of certain ratios and minimum net worth, the most restrictive of which requires consolidated funded debt not to exceed 50% of consolidated total capitalization; an adjusted leverage ratio of less than 3.5 to 1.0; requires the maintenance of consolidated tangible net worth, as defined, of not less than $1,150,000,000, plus 25% of cumulative consolidated net income beginning March 29, 2008; limits aggregate dividend payments to $10,000,000, plus 50% of consolidated net income, less 100% of consolidated net losses beginning January 1, 2002, plus the aggregate amount of Net Proceeds of Capital Stock for such period ($800,000,000 as of December 31, 2011) or $15,000,000 per year under certain circumstances; limits the sum of subsidiary indebtedness and priority indebtedness to 10% of consolidated tangible net worth; and limits Seaboard’s ability to acquire investments and sell assets under certain circumstances. Seaboard is in compliance with all restrictive debt covenants relating to these agreements as of December 31, 2011.

Annual maturities of long-term debt at December 31, 2011 are as follows: $40,885,000 in 2012, $8,688,000 in 2013, $16,085,000 in 2014, $8,132,000 in 2015, $8,132,000 in 2016 and $75,330,000 thereafter.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Commitments and 12 Months Ended Contingencies (Tables) Dec. 31, 2011 Commitments and Contingencies Schedule of non-cancelable purchase commitments and commitments under other agreements Purchase commitments Years ended December 31, (Thousands of dollars) 2012 2013 2014 2015 2016 Thereafter Hog procurement contracts $166,904 $118,934 $112,769 $109,784 $ 90,300 $ 73,580 Grain and feed ingredients 149,053 910 – – – – Grain purchase contracts for resale 409,011 – – – – – Construction of new power barge 18,071 – – – – – Fuel purchase contract 37,020 – – – – – Equipment purchases and facility improvements 18,537 – – – – – Other purchase commitments 28,538 2,597 71 35 34 161 Total firm purchase commitments 827,134 122,441 112,840 109,819 90,334 73,741 Vessel, time and voyage-charter Arrangements 101,087 48,093 28,262 26,098 18,849 98,961 Contract grower finishing agreements 11,673 10,470 9,295 8,713 9,019 16,919 Other operating lease payments 17,920 15,370 13,893 13,345 13,215 187,766 Total unrecognized firm commitments $957,814 $196,374 $164,290 $157,975 $131,417 $377,387

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1 Months 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended Ended Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2011 2010 2011 2010 Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2011 Dec. 31, 2010 2011 2010 Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2011 2010 2011 2010 Dec. 31, Dec. 31, Dec. Dec. 2011 2010 Dec. 31, 2011 Dec. 31, 2010 Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2011 2010 2011 2010 Dec. 31, 2011 Dec. 31, 2010 Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2011 2010 Dec. 31, Dec. 31, 2010 Dec. 31, 2011 Dec. 31, 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 Defined Defined Dec. 31, Dec. 31, Dec. Dec. 31, Defined Defined 2011 2010 2011 2010 Dec. Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2011 2010 2011 2010 2010 Defined Defined Defined Defined 2011 2010 2011 2010 2011 2010 2011 2010 Defined Defined Defined Defined 2011 2010 Dec. 31, 31, 31, Dec. 31, Dec. 31, Dec. 31, Defined Defined Defined Defined 2011 2010 2011 2010 Dec. 31, Dec. 31, Dec. 31, Defined Defined Defined Defined Defined Defined 2011 2010 2011 2010 Aug. 01, 2011 Dec. 31, Defined Defined 2011 2010 Defined Defined Defined Defined Defined Defined Defined Defined Defined Defined Defined Defined Defined Defined Defined benefit benefit 2011 2010 31, 2011 benefit benefit Defined Defined Defined Defined Dec. 31, 2011 Dec. 31, 2010 Dec. 31, 2010 31, 2011 2010 2011 2010 Defined Defined Defined Defined Defined benefit benefit benefit benefit Defined Defined Defined Defined Defined Defined Defined Defined benefit benefit benefit benefit Defined Defined 2011 2010 2010 2011 2010 2009 benefit benefit benefit benefit Defined Defined Defined Defined 2011 2010 2009 benefit benefit benefit benefit benefit benefit Defined Defined Defined Defined Employee Benefits (Details) Dec. 31, 2011 Dec. 31, 2010 2009 Defined 2010 benefit benefit Defined Defined benefit benefit benefit benefit benefit benefit benefit benefit benefit benefit benefit benefit benefit benefit benefit pension pension Defined Defined 2010 Defined pension pension benefit benefit benefit benefit SupplementalSupplemental Assets 2009 Defined Defined Defined Defined benefit benefit benefit benefit benefit pension plan pension plan pension pension benefit benefit benefit benefit benefit benefit benefit benefit pension pension pension pension benefit benefit Defined Defined Defined Defined Defined Defined pension pension pension plan pension plan benefit benefit benefit benefit Defined Defined Defined pension pension pension pension pension plan pension plan benefit benefit benefit benefit (USD $) Dec. 31, Dec. 31, Dec. 31, AccumulatedAccumulated Defined benefit Defined pension pension benefit benefit pension pension plan pension plan pension pension pension pension pension pension pension pension pension pension pension pension plan plan benefit benefit Defined benefit plan plan pension pension pension pension executive executive exceed Defined benefit benefit benefit benefit pension pension pension pension pension International/International/ plan plan pension pension pension pension pension pension pension pension plan plan plan plan pension pension benefit benefit benefit benefit benefit benefit plan plan Minimum Minimum pension pension pension pension benefit benefit benefit plan plan plan plan Maximum Maximum pension pension pension pension 2011 2010 2009 benefits benefits benefit pension benefit plan plan pension pension plan International/International/ plan plan plan plan plan plan plan plan plan plan plan plan ExchangeExchange pension pension benefit pension MinimumMinimum plan plan plan plan plans and plans and Accumulated benefit pension pension pension pension plan plan plan plan plan foreign foreign Fixed Fixed plan plan plan plan plan plan plan plan Real Real ExchangeExchange plan plan pension pension pension pension pension pension MinimumMinimum International/International/ plan plan plan plan pension pension pension MaximumMaximumMaximumMaximumInternational/International/ plan plan plan plan exceed assets exceed assets pension plan pension Domestic Domestic plan plan Collective foreign foreign Fixed Fixed Money Money U.S. U.S. EmergingEmerging Mutual Mutual Real Real traded traded plan plan pension plan Domestic Domestic Minimum Minimum Maximum Maximum retirement retirement benefits pension plan plan plan plan Domestic Domestic Corporate Corporate Collective equity equity income income Money Money U.S. U.S. EmergingEmerging Mutual Mutual estate estate traded traded MunicipalMunicipal plan plan plan plan plan plan Domestic Domestic foreign foreign MinimumMinimum Minimum Minimum plan plan plan Domestic Domestic Domestic Domestic foreign foreign MaximumMaximum Maximum Maximum plan Y plan equity equity Corporate Corporate investment equity equity income income market market Treasury Treasury markets - markets - funds- funds- estate estate funds- funds- MunicipalMunicipal plan Other Small Small Cash and Cash and Cash and Cash and agreements agreements plan Level 1 Level 1 Level 2 Level 2 equity equity bonds bonds investment securities securities mutual mutual market market Treasury Treasury markets - markets - funds- funds- mutual mutual funds- funds- bonds bonds Other Other Other MinimumMinimumMinimum Large Large equity equity Fixed Fixed Alternative Alternative MaximumMaximumMaximum Large Large Small and Small and equity equity Fixed Fixed Alternative Alternative policy securities securities bonds bonds funds securities securities mutual mutual funds funds STRIPS STRIPS equity equity equities equities mutual mutual fixed fixed bonds bonds Other Level 2 and Mid and Mid cash cash cash cash securities securities Level 2 Level 2 funds Level 1 Level 1 funds funds funds funds STRIPS STRIPS equity equity equities equities fund fund fixed fixed Level 2 Level 2 Level 1 Level 2 Cap Cap securities securities Income Income investmentsinvestments Cap Cap Mid Cap Mid Cap securities securities Income Income investmentsinvestments Level 1 Level 1 Level 2 funds funds Level 1 Level 1 Level 2 Level 2 Level 1 Level 1 Level 1 Level 1 fund fund income income Cap Cap equivalentsequivalents equivalentsequivalents Level 1 Level 1 Level 1 Level 1 income income Equity Equity Equity Equity Equity Equity Level 1 Level 1 Equity Equity Target allocation and pension plan asset allocation Requisite service period upon attaining age of 21 to be 1 eligible for participation (in years) Requisite age of employees to be eligible for participation (in 21 years) Number of investment policies 2 Deductible contribution to the $ $ 1,735,000 $ 2,070,000 pension plan 14,615,000 Target Allocations (as a 29.00% 7.00% 11.00% 25.00% 6.00% 1.00% 40.00% 10.00% 16.00% 42.00% 8.00% 5.00% percent) Actual Composition of Plans 29.00% 31.00% 11.00% 12.00% 10.00% 11.00% 23.00% 22.00% 6.00% 4.00% 2.00% 2.00% 40.00% 42.00% 13.00% 14.00% 15.00% 15.00% 40.00% 39.00% 7.00% 5.00% 4.00% 3.00% (as a percent) Estimated fair value of plan 63,695,000 91,512,000 29,943,000 91,512,000 66,321,00056,168,00025,191,00037,470,00034,770,00027,411,00034,770,00027,411,00018,526,00019,570,00018,526,00019,570,00012,889,000 12,889,000 7,107,000 7,410,000 7,107,000 7,410,000 6,400,0006,073,0006,400,0006,073,0006,513,0005,337,0006,513,0005,337,0003,587,0003,135,0003,587,0003,135,0003,349,000 3,012,000 3,349,000 3,012,000 3,485,0002,892,0003,485,0002,892,0002,909,0002,042,0002,909,0002,042,0001,788,000 1,787,000 1,788,000 1,787,000 2,048,000 1,713,000 2,048,000 1,713,000 1,030,000367,000 204,000 1,030,000163,000 assets Weighted-average assumptions Discount rate used to determine obligations (as a 3.75% 4.45% 5.25% 4.70% 5.65% 6.25% percent) Discount rate used to determine net periodic benefit 6.25% 4.45% 5.25% 5.65% 6.25% cost (as a percent) Expected return on plan assets 7.50% 7.00% 7.25% 7.50% 7.75% (as a percent) Long-term rate of increase in compensation levels (as a 4.00% 4.00% 4.00% 5.00% 5.00% 5.00% percent) Reconciliation of benefit obligation: Benefit obligation at beginning 110,414,000 147,915,000 of year Service cost 7,550,000 6,367,000 6,040,000 1,370,000 7,523,000 4,997,000 Interest cost 8,997,000 8,712,000 8,183,000 3,258,000 9,025,000 5,454,000 Actuarial losses 4,896,000 19,637,000 10,013,000 Benefits paid (2,563,000) (4,668,000) (2,317,000) Plan split 55,648,000 (55,648,000) Benefit obligation at end of 62,609,000 204,540,000 110,414,000 year Reconciliation of fair value of plan assets: Fair value of plan assets at 29,943,000 84,829,000 93,638,000 66,321,00056,168,00025,191,00037,470,00034,770,00027,411,00034,770,00027,411,00018,526,00019,570,00018,526,00019,570,00012,889,000 12,889,000 7,107,000 7,410,000 7,107,000 7,410,000 6,400,0006,073,0006,400,0006,073,0006,513,0005,337,0006,513,0005,337,0003,587,0003,135,0003,587,0003,135,0003,349,000 3,012,000 3,349,000 3,012,000 3,485,0002,892,0003,485,0002,892,0002,909,0002,042,0002,909,0002,042,0001,788,000 1,787,000 1,788,000 1,787,000 2,048,000 1,713,000 2,048,000 1,713,000 1,030,000367,000 204,000 1,030,000163,000 beginning of year Actual return on plan assets 7,106,000 807,000 4,513,000 Employer contributions 1,735,000 2,070,000 14,615,000 Benefits paid (2,563,000) (4,668,000) (2,317,000) Plan split 59,152,000 (59,152,000) Fair value of plan assets at end 63,695,000 91,512,000 29,943,000 91,512,000 66,321,00056,168,00025,191,00037,470,00034,770,00027,411,00034,770,00027,411,00018,526,00019,570,00018,526,00019,570,00012,889,000 12,889,000 7,107,000 7,410,000 7,107,000 7,410,000 6,400,0006,073,0006,400,0006,073,0006,513,0005,337,0006,513,0005,337,0003,587,0003,135,0003,587,0003,135,0003,349,000 3,012,000 3,349,000 3,012,000 3,485,0002,892,0003,485,0002,892,0002,909,0002,042,0002,909,0002,042,0001,788,000 1,787,000 1,788,000 1,787,000 2,048,000 1,713,000 2,048,000 1,713,000 1,030,000367,000 204,000 1,030,000163,000 of year Funded status 1,086,000 (113,028,000) (80,471,000) (26,819,000) (2,713,000) Accumulated benefit 102,165,000 83,727,000 59,229,000 56,120,000 obligation Expected future net benefit payments 2012 11,733,000 2013 5,740,000 2014 6,325,000 2015 8,721,000 2016 11,313,000 2017 - 2021 65,097,000 Components of net periodic benefit cost: Service cost 7,550,000 6,367,000 6,040,000 1,370,000 7,523,000 4,997,000 Interest cost 8,997,000 8,712,000 8,183,000 3,258,000 9,025,000 5,454,000 Expected return on plan assets (6,598,000) (6,218,000) (4,761,000) Amortization and other 4,027,000 4,046,000 5,017,000 Net periodic benefit cost 13,976,000 12,907,000 14,479,000 Amounts not reflected in net periodic benefit cost and included in accumulated other comprehensive income (AOCI) before taxes Accumulated loss, net of gain (81,708,000)(54,752,000) Prior service cost, net of credit (6,351,000) (7,280,000) Transitional obligation (16,000) Total Accumulated Other (88,059,000)(62,048,000) Comprehensive Income Amounts in AOCI expected to be recognized as components of net periodic benefit cost in 2012 Prior service cost, net of credit 844,000 Transition obligation 5,227,000 Estimated net periodic benefit 6,071,000 cost Contribution expense for multi-employer pension fund, the United Food & Commercial Workers International Union-Industry $ 545,000 $ 528,000 $ 509,000 Pension Fund, which covers certain union employees under a collective bargaining agreement Multiemployer Plan Percentage of Contributions 5.00% 5.00% 5.00% Maximum

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12 Months Ended Segment Information Dec. 31, 2011 Segment Information Segment Information Note 13 Segment Information Seaboard Corporation had six reportable segments through December 31, 2011: Pork, Commodity Trading and Milling, Marine, Sugar, Power and Turkey, each offering a specific product or service. Seaboard’s reporting segments are based on information used by Seaboard’s Chief Executive Officer in his capacity as chief operating decision maker to determine allocation of resources and assess performance. Each of the six main segments is separately managed, and each was started or acquired independent of the other segments. The Pork segment produces and sells fresh and frozen pork products to further processors, foodservice operators, grocery stores, distributors and retail outlets throughout the United States, and to Japan, Mexico and certain other foreign markets. The Commodity Trading and Milling segment is an integrated grain trading, grain processing and logistics operations that internationally markets wheat, corn, soybean meal, rice and other similar commodities in bulk to third party customers and to non- consolidated affiliates. This segment also operates flour, maize and feed mills in foreign countries. The Marine segment, based in Miami, Florida, provides containerized cargo shipping services between the United States, the Caribbean Basin and Central and South America. The Sugar segment produces and processes sugar and alcohol in Argentina, primarily to be marketed locally. The Power segment is an unregulated independent power producer in the Dominican Republic operating floating power generating facilities from a system of diesel engines. The Turkey segment, accounted for using the equity method, produces and sells branded and non-branded turkeys and other turkey products. Total assets for the Turkey segment represents Seaboard’s investment in and notes receivable from this affiliate. Revenues for the All Other segment are primarily derived from the jalapeño pepper processing operations.

In the fourth quarter of 2011, the CT&M segment recognized a $5,080,000 gain (Seaboard’s proportionate share) in income from affiliates as a result of its non-consolidated affiliate in Haiti’s final insurance settlement related to the 2010 earthquake. The insurance settlement related to property damages and business interruption. The rebuilt mill was completed in December 2011. The CT&M segment derives a significant portion of its operating income from sales to a non- consolidated affiliate and also derives a significant portion of its income from affiliates from this same affiliate.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document and processing business in Canada for approximately $6,747,000, including $1,169,000 of cash acquired. This transaction was accounted for using the purchase method, and would not have significantly affected net earnings or earnings per share on a pro forma basis.

The Turkey segment, acquired on December 6, 2010 and accounted for using the equity method, had operating income in 2011 of $55,164,000 and operating loss of $169,000 in 2010. On December 31, 2011, Butterball closed its Longmont, Colorado processing plant, resulting in an impairment of fixed assets charge and accrued severance charges. Seaboard’s proportionate share of these charges was $(3,005,000) recognized in income from affiliates in the second half of 2011.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Sales to External Customers: Years ended December 31, (Thousands of dollars) 2011 2010 2009 Pork $ 1,744,630 $ 1,388,265 $1,065,338 Commodity Trading and Milling 2,689,786 1,808,948 1,531,572 Marine 928,548 853,565 737,629 Sugar 259,786 195,993 142,966 Power 111,391 124,034 107,074 All Other 12,761 14,897 16,729 Segment/Consolidated Totals $ 5,746,902 $ 4,385,702 $3,601,308

Operating Income: Years ended December 31, (Thousands of dollars) 2011 2010 2009 Pork $ 259,271 $ 213,325 $ (15,025) Commodity Trading and Milling 43,225 34,432 24,839 Marine (3,904) 47,612 24,113 Sugar 65,101 31,741 (851) Power 60,845 13,424 8,172 All Other (1,191) 832 1,498 Segment Totals 423,347 341,366 42,746 Corporate (16,143) (20,300) (19,023) Consolidated Totals $ 407,204 $ 321,066 $ 23,723

Income from Affiliates: Years ended December 31, (Thousands of dollars) 2011 2010 2009 Commodity Trading and Milling $ 13,450 $ 20,983 $ 19,128 Sugar 440 980 1,030 Turkey 12,731 (998) – Segment/Consolidated Totals $ 26,621 $ 20,965 $ 20,158

Investment in and Advances to Affiliates: December 31, (Thousands of dollars) 2011 2010

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Commodity Trading and Milling $ 160,402 $ 140,696 Sugar 3,177 2,957 Turkey 201,261 187,669 Segment/Consolidated Totals $ 364,840 $ 331,322

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

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

The following table provides a geographic summary of Seaboard’s long-lived assets according to their physical location and primary port for the vessels:

December 31, (Thousands of dollars) 2011 2010 United States $ 515,375 $ 511,908 Dominican Republic 120,707 56,928 Argentina 111,726 105,298 All other 50,419 49,197 Totals $ 798,227 $ 723,331

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document At December 31, 2011 and 2010, Seaboard had approximately $221,584,000 and $183,163,000, respectively, of foreign receivables, excluding receivables due from affiliates, which generally represent more of a collection risk than the domestic receivables. Management believes its allowance for doubtful accounts is adequate.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12 Months Ended Inventories (Tables) Dec. 31, 2011 Inventories Summary of inventories

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Derivatives and Fair Value 12 Months Ended of Financial Instruments Dec. 31, Dec. 31, Dec. 31, (Details 4) (USD $) 2011 2010 2009 Commodities Amount of gain or (loss) recognized for each type of derivative and its location in the Consolidated Statement of Earnings Amount of Gain or (Loss) Recognized in Income on Derivatives $ $ $ 8,047,000 20,279,000 7,047,000 Commodities | Cost of sales-products Amount of gain or (loss) recognized for each type of derivative and its location in the Consolidated Statement of Earnings Amount of Gain or (Loss) Recognized in Income on Derivatives 20,279,000 8,047,000 Foreign currencies | Cost of sales-products Amount of gain or (loss) recognized for each type of derivative and its location in the Consolidated Statement of Earnings Amount of Gain or (Loss) Recognized in Income on Derivatives 25,692,000 (18,538,000) Foreign currencies | Foreign currency Amount of gain or (loss) recognized for each type of derivative and its location in the Consolidated Statement of Earnings Amount of Gain or (Loss) Recognized in Income on Derivatives (1,957,000) (1,580,000) Interest rate | Miscellaneous, net Amount of gain or (loss) recognized for each type of derivative and its location in the Consolidated Statement of Earnings Amount of Gain or (Loss) Recognized in Income on Derivatives $ $ (14,467,000)(1,309,000)

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12 12 12 3 Months 12 Months 12 Months 12 Months Months Months Months Ended Ended Ended Ended Ended Ended Ended Dec. 31, Oct. 01, Property, Plant and 2011 2011 Dec. Dec. 31, Dec. 31, Dec. Dec. 31, Equipment (Details) (USD $) Mexico Mexico Dec. 31, 31, 2011 Dec. 31, 2011 Dec. 31, 2011 2011 31, 2010 In Thousands, unless Dec. 31, ham ham Dec. 31, 2010 Dec. 31, 2010 2010 2011 Office Dec. 31, 2011 Dec. 31, 2010 Dec. 31, Land and Buildings and Machinery 2010 Office otherwise specified 2011 boning boning Land and Buildings and Machinery Vessels furniture ConstructionConstruction 2010 improvements improvements and Vessels furniture Y and and improvements improvements and and and in progress in progress Y Y equipment and and processingprocessing equipment vehicles fixtures Y vehicles fixtures plant plant Y Y Y Pork Property, plant and equipment Useful lives, minimum (in 3 0 3 3 years) Useful Lives, maximum (in 30 15 20 18 years) Useful Lives (in years) 30 5 Gross property, plant and $ $ $ $ $ 173,517 $ 166,201 $ 376,659 $ 348,160 $ 794,435 $ 727,148 $ 28,376 $ 26,527 $ 136,396 $ 83,896 equipment 1,656,5081,496,312 147,125 144,380 Accumulated depreciation and (859,686) (795,181) amortization Net property, plant and 796,822 701,131 3,840 equipment Period of plant operation (in 2 years) Impairment charge 5,600 5,600 Impairment charge offset by reduction to noncontrolling 1,830 interest Total impact on net earnings attributable to Seaboard, net of $ 2,300 taxes

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Consolidated Balance Sheets Dec. 31, 2011Dec. 31, 2010 (Parenthetical) (USD $) Consolidated Balance Sheets Common stock, par value (in dollars per share) $ 1 $ 1 Common stock, authorized shares 1,250,000 1,250,000 Common stock, issued shares 1,210,597 1,215,879 Common stock, outstanding shares 1,210,597 1,215,879

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12 Months Ended Investments Dec. 31, 2011 Investments Investments Note 2 Investments All of Seaboard’s available-for-sale and trading securities are classified as current assets, as they are readily available to support Seaboard’s current operating needs. As of December 31, 2011 and 2010, the available-for-sale investments primarily consisted of money market funds, corporate bonds, fixed rate municipal notes and bonds and U.S. Government obligations. At December 31, 2011 and 2010, amortized cost and estimated fair market value were not materially different for these investments. At December 31, 2011 and 2010, money market funds included $25,755,000 and $78,338,000 denominated in euros. As of December 31, 2011 and 2010, the trading securities primarily consisted of high yield debt securities. As of December 31, 2011 and 2010, unrealized gains related to trading securities were $376,000 and $1,571,000, respectively.

The following is a summary of the amortized cost and estimated fair value of short-term investments for both available for sale and trading securities at December 31, 2011 and 2010:

2011 2010 Amortized Fair Amortized Fair (Thousands of dollars) Cost Value Cost Value Money market funds $ 139,420 $ 139,420 $ 110,164 $ 110,164 Corporate bonds 88,589 89,146 81,214 82,351 Fixed rate municipal notes and bonds 17,718 17,788 20,564 20,648 Emerging markets debt mutual fund 17,693 16,399 – – Collateralized mortgage obligations 14,915 15,011 12,329 12,380 U.S. Government agency securities 9,720 9,757 10,142 10,184 U.S. Treasury securities 4,848 4,905 7,139 7,148 Asset backed debt securities 3,533 3,533 2,847 2,848 Enhanced cash mutual fund – – 60,256 60,302 Other 1,480 1,484 2,360 2,355 Total available-for-sale short-term investments 297,916 297,443 307,015 308,380 High yield trading debt securities 20,155 20,750 19,447 20,783 Emerging markets trading debt mutual funds 2,620 2,487 – – Emerging markets trading debt securities 2,444 2,355 1,918 2,072 Other trading debt securities 218 221 889 970 Total short-term investments $ 323,353 $ 323,256 $ 329,269 $ 332,205

The following table summarizes the estimated fair value of fixed rate securities designated as available-for-sale, classified by the contractual maturity date of the security as of December 31, 2011:

(Thousands of dollars) 2011 Due within one year $ 31,349 Due after one year through three years 60,281 Due after three years 23,892 Total fixed rate securities $ 115,522

In addition to its short-term investments, Seaboard also has trading securities related to Seaboard’s deferred compensation plans classified in other current assets on the Consolidated Balance Sheets. See Note 9 for information on the types of trading securities held related to the deferred

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document compensation plans and Note 10 for a discussion of assets held in conjunction with investments related to Seaboard’s defined benefit pension plan.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Segment Information 12 Months Ended (Details 3) (USD $) In Thousands, unless Dec. 31, 2011Dec. 31, 2010Dec. 31, 2009 otherwise specified Geographic Information Net sales $ 5,746,902 $ 4,385,702 $ 3,601,308 Long-lived assets 798,227 723,331 Caribbean, Central and South America Geographic Information Net sales 2,225,829 1,702,823 1,406,749 Africa Geographic Information Net sales 1,489,409 1,061,221 969,324 United States Geographic Information Net sales 1,328,116 1,079,316 855,412 Long-lived assets 515,375 511,908 Canada/Mexico Geographic Information Net sales 407,593 245,935 146,601 Pacific Basin and Far East Geographic Information Net sales 238,116 198,100 165,721 Eastern Mediterranean Geographic Information Net sales 49,472 78,380 14,964 Europe Geographic Information Net sales 8,367 19,927 42,537 Dominican Republic Geographic Information Long-lived assets 120,707 56,928 Argentina Geographic Information Long-lived assets 111,726 105,298 All Other Geographic Information Long-lived assets $ 50,419 $ 49,197

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Investments in and Advances 12 Months Ended to Affiliates and Notes Receivable from Affiliates Dec. 31, 2011 (Tables) Commodity Trading and Milling Investments in and Advances to Affiliates and Notes Receivable from Affiliates Schedule of combined condensed financial information of non-controlled, non-consolidated affiliates Commodity Trading and Milling Segment December 31, (Thousands of dollars) 2011 2010 2009 Net sales $1,750,714 1,117,440 1,051,621 Net income $ 33,058 47,594 45,867 Total assets $ 864,802 581,755 412,849 Total liabilities $ 480,328 250,076 215,146 Total equity $ 384,474 331,679 197,703 Sugar Investments in and Advances to Affiliates and Notes Receivable from Affiliates Schedule of combined condensed financial information Sugar Segment December 31, of non-controlled, non-consolidated affiliates (Thousands of dollars) 2011 2010 2009 Net sales $12,880 20,132 22,293 Net income $ 950 2,064 2,169 Total assets $10,743 10,248 11,544 Total liabilities $ 3,851 3,791 6,265 Total equity $ 6,892 6,457 5,279 Turkey Investments in and Advances to Affiliates and Notes Receivable from Affiliates

Schedule of combined condensed financial information Turkey Segment December 31, of non-controlled, non-consolidated affiliates (Thousands of dollars) 2011 2010 Net sales $1,375,751 83,409 Net income (loss) $ 24,250 (1,901) Total assets $ 819,618 725,464 Total liabilities $ 428,361 360,673 Total equity $ 391,257 364,791

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12 Months Ended Investments (Details) (USD Dec. 31, Dec. 31, $) 2011 2010 Investments Amortized Cost $ $ 0 307,015,000 Fair Value 0 308,380,000 Total short-term investments, amortized cost 323,353,000329,269,000 Total short-term investments, fair value 323,256,000332,205,000 Estimated fair value of fixed rate securities designated as available-for-sale, classified by the contractual maturity date of the security Due within one year 31,349,000 Due after one year through three years 60,281,000 Due after three years 23,892,000 Total fixed rate securities 115,522,000 Available-for-sale securities Investments Amortized Cost 297,916,000307,015,000 Fair Value 297,443,000308,380,000 Money market funds Investments Amortized Cost 139,420,000110,164,000 Fair Value 139,420,000110,164,000 Money market funds | Denominated in Euros Investments Fair Value 25,755,000 78,338,000 Corporate bonds Investments Amortized Cost 88,589,000 81,214,000 Fair Value 89,146,000 82,351,000 Fixed rate municipal notes and bonds Investments Amortized Cost 17,718,000 20,564,000 Fair Value 17,788,000 20,648,000 Emerging markets debt mutual fund Investments Amortized Cost 17,693,000 Fair Value 16,399,000 Collateralized mortgage obligations Investments Amortized Cost 14,915,000 12,329,000 Fair Value 15,011,000 12,380,000 U.S. Government agency securities Investments

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Amortized Cost 9,720,000 10,142,000 Fair Value 9,757,000 10,184,000 U.S. Treasury securities Investments Amortized Cost 4,848,000 7,139,000 Fair Value 4,905,000 7,148,000 Asset backed debt securities Investments Amortized Cost 3,533,000 2,847,000 Fair Value 3,533,000 2,848,000 Enhanced cash mutual fund Investments Amortized Cost 60,256,000 Fair Value 60,302,000 Other Investments Amortized Cost 1,480,000 2,360,000 Fair Value 1,484,000 2,355,000 Trading securities Investments Unrealized gain related to trading securities 376,000 1,571,000 High yield trading debt securities Investments Amortized Cost 20,155,000 19,447,000 Fair Value 20,750,000 20,783,000 Emerging markets trading debt mutual funds Investments Amortized Cost 2,620,000 Fair Value 2,487,000 Emerging markets trading debt securities Investments Amortized Cost 2,444,000 1,918,000 Fair Value 2,355,000 2,072,000 Other trading debt securities Investments Amortized Cost 218,000 889,000 Fair Value $ 221,000 $ 970,000

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Stockholders' Equity and 12 Months Ended Accumulated Other Dec. 31, 2011 Comprehensive Loss Stockholders' Equity and Accumulated Other Comprehensive Loss Stockholders' Equity and Note 12 Accumulated Other Stockholders’ Equity and Accumulated Other Comprehensive Loss Comprehensive Loss On October 31, 2011, the Board of Directors extended through October 31, 2012, the share repurchase program previously approved on November 6, 2009 and originally set to expire on October 31, 2011. Under this share repurchase program, Seaboard is authorized to repurchase from time to time up to $100,000,000 market value of its Common Stock in open market or privately negotiated purchases which may be above or below the traded market price. During the period that the share repurchase program remains in effect, from time to time, Seaboard may enter into a 10b5-1 plan authorizing a third party to make such purchases on behalf of Seaboard. The stock repurchase will be funded by cash on hand. Shares repurchased will be retired and resume the status of authorized and unissued shares. All stock repurchased will be made in compliance with applicable legal requirements and the timing of the repurchases and the number of shares repurchased at any given time will depend upon market conditions, compliance with Securities and Exchange Commission regulations and other factors. The Board’s stock repurchase authorization does not obligate a specific amount of common stock and the stock repurchase program may be suspended at any time at Seaboard’s discretion. As of December 31, 2011, $60,035,000 remains available for repurchase under this program. Seaboard used cash to repurchase, 5,282, 20,879 and 3,668 shares of common stock at a total price of $9,971,000, $29,994,000 and $3,370,000 in 2011, 2010 and 2009, respectively.

Seaboard did not pay any dividends in 2011 and currently does not intend to declare or pay any dividends during 2012 as there was a prepayment of the annual 2011 and 2012 dividends in December 2010.

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

December 31, (Thousands of dollars) 2011 2010 2009

Cumulative foreign currency translation adjustment $ (93,669) $ (81,280) $ (77,576) Unrealized gain (loss) on investments (311) 445 2,579 Unrecognized pension cost (62,085) (43,072) (39,789)

Accumulated other comprehensive loss $ (156,065) $ (123,907) $ (114,786)

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 December 31, 2011, the Sugar segment had $215,921,000 in net assets denominated in Argentine pesos and $4,608,000 in net assets denominated in U.S. dollars in Argentina. At December 31, 2010, the Sugar segment had $187,305,000 in net assets denominated in Argentine pesos and $41,576,000 in net liabilities denominated in U.S. dollars in Argentina.