UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

{ X }~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

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

For the quarterly period ended ~~September 29, 2012~~March 30, 2013

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

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

For the transition period fromto

Commission File Number 1-3390

Seaboard Corporation

(Exact name of registrant as specified in its charter)

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

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

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

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 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 ___

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 “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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

There were ~~1,199,732~~1,196,924 shares of common stock, $1.00 par value per share, outstanding on ~~October 26, 2012.~~April 19, 2013.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

SEABOARD CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(Thousands of dollars except share and per share amounts)

(Unaudited)

			Three Months Ended										Nine Months Ended										Three Months Ended
			September 29,					October 1,					September 29,					October 1,					March 30,				March 31,
			2012					2011					2012					2011					2013				2012
Net sales:
Products (includes sales to affiliates of $180,968, $256,703, $544,152 and $608,778)			$	1,149,648				$	1,213,346				$	3,535,461				$	3,539,542
Services			253,085					234,758					746,194					718,313
Products (includes sales to affiliates of $182,535 and $168,348)																							$	1,263,273			$	1,190,822
Service revenues																							246,012				244,755
Other			76,683					28,614					179,467					85,629					73,011				35,536
Total net sales			1,479,416					1,476,718					4,461,122					4,343,484					1,582,296				1,471,113
Cost of sales and operating expenses:
Products			1,061,215					1,114,479					3,238,178					3,167,568					1,171,702				1,067,965
Services			216,232					222,339					663,156					663,831					224,995				220,517
Gain on sale of power generating facilities			-					(1,500		)			-					(52,923		)
Other			57,506					24,935					140,165					73,013					58,693				28,037
Total cost of sales and operating expenses			1,334,953					1,360,253					4,041,499					3,851,489					1,455,390				1,316,519
Gross income			144,463					116,465					419,623					491,995					126,906				154,594
Selling, general and administrative expenses			59,406					49,476					180,487					157,765					63,448				61,238
Operating income			85,057					66,989					239,136					334,230					63,458				93,356
Other income (expense):
Interest expense			(3,888		)			(1,067		)			(8,826		)			(4,089		)			(2,392)				(1,707)
Interest income			3,180					2,163					8,343					6,507					4,089				2,119
Interest income from affiliates			4,759					4,769					15,009					12,616					6,155				5,217
Income (loss) from affiliates			2,318					(2,677		)			21,703					8,850					(2,850)				9,569
Other investment income (loss), net			3,830					(6,437		)			6,320					(3,811		)
Foreign currency gain (loss), net			165					(3,059		)			(420		)			4,086
Other investment income, net																							2,186				3,459
Foreign currency gains (losses), net																							(1,145)				3,264
Miscellaneous, net			(919		)			(9,738		)			(3,575		)			(11,902		)			822				1,349
Total other income (expense), net			9,445					(16,046		)			38,554					12,257
Total other income, net																							6,865				23,270
Earnings before income taxes			94,502					50,943					277,690					346,487					70,323				116,626
Income tax expense			(19,869		)			(15,854		)			(71,365		)			(81,341		)			(12,566)				(34,626)
Net earnings			$	74,633				$	35,089				$	206,325				$	265,146				$	57,757			$	82,000
Less: Net loss (income) attributable to noncontrolling interests			(211		)			1,471					403					1,764					(303)				209
Net earnings attributable to Seaboard			$	74,422				$	36,560				$	206,728				$	266,910				$	57,454			$	82,209

Earnings per common share	$	61.92				$	30.07				$	171.52				$	219.52				$	47.98			$	68.00
Other comprehensive income (loss), net of income tax benefit of $1, $2,340, $2,566 and $2,749:

Other comprehensive income (loss), net of income tax benefit of $2,601 and $813:
Foreign currency translation adjustment			(6,023		)			(5,082		)			(9,164		)			(6,673		)			(6,122)				460
Unrealized gain (loss) on investments			1,604					(1,652		)			2,775					(849		)
Unrealized gain on investments																							429				1,484
Unrealized loss on cash flow hedges			-					-					(91		)			-					-				(91)
Unrecognized pension cost			1,135					906					4,455					1,977					1,192				1,077
Other comprehensive loss, net of tax			$	(3,284	)			$	(5,828	)			$	(2,025	)			$	(5,545	)
Other comprehensive income (loss), net of tax																							$	(4,501)			$	2,930
Comprehensive income			71,349					29,261					204,300					259,601					53,256				84,930
Less: Comprehensive loss (income) attributable to the noncontrolling interest			(220		)			1,683					355					1,961					(297)				153
Comprehensive income attributable to Seaboard			$	71,129				$	30,944				$	204,655				$	261,562				$	52,959			$	85,083

Average number of shares outstanding			1,201,974					1,215,863					1,205,239					1,215,874					1,197,516				1,208,905

See accompanying notes to condensed consolidated financial statements.

SEABOARD CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Thousands of dollars)

(Unaudited)

		September 29,			December 31,				March 30,		December 31,
		2012			2011				2013		2012
Assets	Assets							Assets
Current assets:
Cash and cash equivalents		$	54,505		$	71,510			$	43,285	$	47,651
Short-term investments		377,207			323,256				350,802		313,379
Receivables, net of allowance		523,169			477,209				500,517		521,892
Inventories		806,520			644,930				842,464		756,864
Deferred income taxes		23,057			23,203				24,586		24,586
Other current assets		133,301			91,934				117,481		118,391
Total current assets		1,917,759			1,632,042				1,879,135		1,782,763
Net property, plant and equipment									848,879		843,879
Investments in and advances to affiliates		388,003			364,840				404,322		410,542
Net property, plant and equipment		828,137			796,822
Notes receivable from affiliate		118,510			110,903				124,811		202,931
Goodwill		43,218			40,628				43,218		43,218
Intangible assets, net		19,682			19,496
Other intangible assets, net									19,364		19,843
Other assets		43,604			41,997				48,605		44,605
Total assets		$	3,358,913		$	3,006,728			$	3,368,334	$	3,347,781

Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity							Liabilities and Stockholders’ Equity
Current liabilities:
Notes payable to banks		$	23,907		$	16,219			$	51,571	$	28,786
Current maturities of long-term debt		44,196			40,885				22,927		25,138
Accounts payable		221,348			151,869				173,250		217,041
Deferred revenue		92,176			29,147				76,950		53,811
Deferred revenue from affiliates		12,940			27,806				17,183		24,131
Other current liabilities		311,689			295,483				316,079		327,668
Total current liabilities		706,256			561,409				657,960		676,575
Long-term debt, less current maturities		139,672			116,367				109,898		120,825
Deferred income taxes		49,485			66,300				29,992		33,929
Other liabilities		192,256			183,185
Total non-current and deferred liabilities		381,413			365,852

Other liabilities and deferred credits									209,421		208,263
Total non-current liabilities									349,311		363,017
Commitments and contingent liabilities
Stockholders’ equity:
Common stock of $1 par value, Authorized 1,250,000 shares; issued and outstanding 1,201,422 and 1,210,597 shares		1,201			1,211
Common stock of $1 par value, Authorized 1,250,000 shares; issued and outstanding 1,197,513 and 1,197,660 shares									1,198		1,198
Accumulated other comprehensive loss		(158,090		)	(156,065		)		(176,045)		(171,544)
Retained earnings		2,422,322			2,233,778				2,531,983		2,474,896
Total Seaboard stockholders’ equity		2,265,433			2,078,924				2,357,136		2,304,550
Noncontrolling interests		5,811			543				3,927		3,639
Total equity		2,271,244			2,079,467				2,361,063		2,308,189
Total liabilities and stockholders’ equity		$	3,358,913		$	3,006,728			$	3,368,334	$	3,347,781

See accompanying notes to condensed consolidated financial statements.

SEABOARD CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Thousands of dollars)

(Unaudited)

	Nine Months Ended						Three Months Ended
	September 29,			October 1,			March 30,		March 31,
	2012			2011			2013		2012
Cash flows from operating activities:
Net earnings	$	206,325		$	265,146		$	57,757	$	82,000
Adjustments to reconcile net earnings to cash from operating activities:
Depreciation and amortization	67,518			60,111			23,071		21,136
Gain on sale of power generating facilities	-			(52,923		)
Gain from sale of fixed assets	(6,343		)	(485		)	(4,255)		(1,861)
Fixed asset impairment charge	-			5,600
Deferred income taxes	(14,105		)	(17,558		)	(1,336)		(1,291)
Pay-in-kind interest and accretion on note receivable from affiliate	(8,747		)	(7,802		)	(3,111)		(2,818)
Income from affiliates	(21,703		)	(8,850		)
Other investment loss (income), net	(6,320		)	3,811
Loss (income) from affiliates							2,850		(9,569)
Dividends received from affiliates							10,692		307
Other investment income, net							(2,186)		(3,459)
Other	2,936			1,849			(58)		840
Changes in assets and liabilities, net of business acquired:
Receivables, net of allowance	(66,783		)	(82,946		)	17,021		(36,015)
Inventories	(119,871		)	(130,019		)	(89,551)		(2,707)
Other current assets	(33,759		)	60,650			2,416		3,910
Current liabilities, exclusive of debt	116,341			(83,914		)	(37,193)		(27,600)
Other, net	17,471			19,065			2,824		3,989
Net cash from operating activities	132,960			31,735			(21,059)		26,862
Cash flows from investing activities:
Purchase of short-term investments	(602,811		)	(126,123		)	(212,621)		(237,924)
Proceeds from the sale of short-term investments	529,144			139,941			174,596		194,330
Proceeds from the maturity of short-term investments	27,077			15,033			756		9,816
Investments in and advances to affiliates, net	(9,321		)	(15,232		)	(7,865)		(3,631)
Capital expenditures	(112,218		)	(150,263		)	(34,888)		(28,969)
Proceeds from the sale of fixed assets	10,599			2,303			6,264		2,669
Proceeds from the sale of power generating facilities	-			59,603
Notes receivable issued to affiliate	-			(33,037		)
Principal payments received on long-term notes receivable from affiliate	1,139			212			81,231		564
Purchase of long-term investments	(6,629		)	(3,516		)	(2,578)		(2,046)
Acquisition of business, net of cash acquired	(2,825		)	-			-		(2,825)
Other, net	742			692			2,878		176
Net cash from investing activities	(165,103		)	(110,387		)	7,773		(67,840)
Cash flows from financing activities:
Notes payable to banks, net	7,688			25,271			22,911		23,364
Proceeds from the issuance of long-term debt	32,682			63,378			-		5,476
Principal payments of long-term debt	(6,050		)	(1,369		)	(13,131)		(112)
Repurchase of common stock	(18,193		)	(1,158		)	(367)		(6,335)
Other, net	382			261			(748)		104
Net cash from financing activities	16,509			86,383			8,665		22,497
Effect of exchange rate change on cash	(1,371		)	2,082			255		24
Net change in cash and cash equivalents	(17,005		)	9,813			(4,366)		(18,457)
Cash and cash equivalents at beginning of year	71,510			41,124			47,651		71,510
Cash and cash equivalents at end of period	$	54,505		$	50,937		$	43,285	$	53,053

See accompanying notes to condensed consolidated financial statements.

SEABOARD CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 – Accounting Policies and Basis of Presentation

The Condensed Consolidated Financial Statements include the accounts of Seaboard Corporation and its domestic and foreign subsidiaries (“Seaboard”). All significant intercompany balances and transactions have been eliminated in consolidation. Seaboard’s investments in non-consolidated affiliates are accounted for by the equity method. The unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements of Seaboard for the year ended December 31, ~~2011~~2012 as filed in its Annual Report on Form 10-K. Seaboard’s first three quarterly periods include approximately 13 weekly periods ending on the Saturday closest to the end of March, June and September. Seaboard’s year-end is December 31.

The accompanying unaudited Condensed Consolidated Financial Statements include all adjustments (consisting only of normal recurring accruals) which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows. Results of operations for interim periods are not necessarily indicative of results to be expected for a full year. As Seaboard conducts its commodity trading business with third parties, consolidated subsidiaries and non-consolidated affiliates on an interrelated basis, gross margin on non-consolidated affiliates cannot be clearly distinguished without making numerous assumptions primarily with respect to mark-to-market accounting for commodity derivatives.

Use of Estimates

The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles (GAAP) 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 Condensed 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.

Supplemental Non-Cash Transactions

As discussed in Note 9, effective January 1, 2012, Seaboard began consolidation accounting and discontinued the equity method of accounting for their investment in PS International, LLC with Seaboard’s ownership interest increasing from 50% to 70% as a result of ~~Seaboard’s payment~~cash paid, net of ~~$3,660,000~~cash acquired of $2,825,000 in January 2012. An additional payment was made in 2012 subsequent to first quarter of 2012 for this transaction upon final verification of certain balance sheet items as of December 31, 2011. On December 31, 2012, Seaboard further increased its ownership from 70% to 85%. Total cash paid during the first quarter 2012, net of cash acquired was $2,825,000, and increased working capital by $14,419,000, fixed assets by $163,000, goodwill by $2,590,000, intangible assets by $621,000, other long-term assets by $96,000, non-controlling interest by $5,649,000 and decreased investment in and advances to affiliates by $9,415,000. See Note 9 for additional information.

As discussed in Note 9, Seaboard had a note receivable from an affiliate which accrues pay-in-kind interest income. Seaboard recognized ~~$2,989,000~~$3,111,000 and ~~$8,747,000,~~$2,818,000, respectively, of non-cash, pay-in-kind interest income and accretion of discount for the ~~three~~first quarter ended March 30, 2013 and ~~nine months ended September 29,~~March 31, 2012, ~~and $2,660,000 and $7,802,000, respectively, for the three and nine months ended October 1, 2011,~~ respectively, related to this note receivable.

~~Recently Adopted Accounting Standards~~

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. Seaboard adopted this guidance on January 1, 2012. The adoption of this guidance did not have a material impact on Seaboard’s 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 removed the footnote presentation option and required entities to report components of comprehensive income in either a continuous statement of comprehensive income or two separate but consecutive statements. Seaboard adopted this guidance in the first quarter of 2012. The adoption of this guidance did not have an impact on Seaboard’s 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 did not have an impact on Seaboard’s financial position or net earnings.

In July 2012, the FASB issued guidance to allow entities the option of performing a qualitative assessment to test indefinite-lived intangible assets 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 intangible asset is less than its carrying value. If it is concluded that this is the case, it is necessary to calculate the fair value of the intangible asset. Otherwise, calculating the fair value of the intangible asset is not required. Early adoption is permitted and Seaboard adopted this guidance on June 30, 2012. The adoption of this guidance did not have an impact on Seaboard’s financial position or net earnings.

Note 2– Investments

Seaboard’s short-term investments are treated as either available-for-sale securities or trading securities. All of Seaboard’s available-for-sale and trading securities are classified as current assets as they are readily available to support Seaboard’s current operating needs. Available-for-sale securities are recorded at their estimated fair value with unrealized gains and losses reported, net of tax, as a separate component of accumulated other comprehensive loss. Trading securities are recorded at their estimated fair value with unrealized gains and losses reflected in other investment income (loss), net. At ~~September 29, 2012~~March 30, 2013 and December 31, ~~2011,~~2012, amortized cost and estimated fair value were not materially different for these investments.

At ~~September 29, 2012,~~March 30, 2013, money market funds included ~~$12,677,000~~$7,747,000 denominated in Euros ~~$4,917,000 denominated in British pounds~~ and ~~$3,483,000~~$7,184,000 denominated in Canadian dollars. As of ~~September 29, 2012,~~March 30, 2013, the trading securities primarily consisted of high yield debt securities. Unrealized (losses) gains related to trading securities for the three and nine months ended September 29, 2012 were $687,000 and $1,309,000, respectively, and $(1,800,000) and $(1,701,000) for the three and nine months ended October 1, 2011, 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 ~~September 29, 2012~~March 30, 2013 and December 31, ~~2011.~~2012.

	2012				2011				2013				2012
	Amortized		Fair		Amortized		Fair		Amortized		Fair		Amortized		Fair
(Thousands of dollars)	Cost		Value		Cost		Value		Cost		Value		Cost		Value

Money market funds									$	138,756	$	138,756	$	126,537	$	126,537
Corporate bonds	$	132,854	$	135,567	$	88,589	$	89,146	65,071		66,661		67,275		69,214
Money market funds	84,178		84,178		139,420		139,420
Enhanced cash mutual fund									25,000		25,011		-		-
U.S. Government agency securities									22,276		22,336		23,647		23,775
U.S. Treasury securities									20,821		20,855		17,165		17,169
Emerging markets debt mutual fund									17,693		18,750		17,693		18,734
Collateralized mortgage obligations	24,617		24,816		14,915		15,011		14,622		14,716		15,059		15,162
Asset backed debt securities	22,071		22,131		3,533		3,533		12,485		12,544		12,180		12,238
U.S. Government agency securities	20,881		21,094		9,720		9,757
U.S. Treasury securities	20,981		21,036		4,848		4,905
Fixed rate municipal notes and bonds	20,595		20,631		17,718		17,788
Emerging markets debt mutual fund	17,693		18,109		17,693		16,399
Other	680		683		1,480		1,484
Total available-for-sale short-term investments	344,550		348,245		297,916		297,443		316,724		319,629		279,556		282,829
High yield trading debt securities	21,165		22,620		20,155		20,750		22,604		24,190		21,839		23,406
Emerging markets trading debt mutual fund	3,005		3,087		2,620		2,487		3,079		3,237		3,046		3,237
Emerging markets trading debt securities	2,308		2,483		2,444		2,355		2,563		2,761		2,361		2,600
Other trading debt securities	683		772		218		221
Other trading investments									935		985		1,262		1,307
Total available-for-sale and trading short-term investments	$	371,711	$	377,207	$	323,353	$	323,256	$	345,905	$	350,802	$	308,064	$	313,379

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 ~~September 29, 2012.~~March 30, 2013.

(Thousands of dollars)	2012		2013

Due within one year	$	42,673	$	4,254
Due after one year through three years	94,094		42,457
Due after three years	60,871		63,702
Total fixed rate securities	$	197,638	$	110,413

In addition to its short-term investments, Seaboard also has trading securities related to Seaboard’s deferred compensation plans classified in other current assets on the Condensed Consolidated Balance Sheets. See Note 5 to the Condensed Consolidated Financial Statements for information on the types of trading securities held related to the deferred compensation plans.

Note 3 – Inventories

The following is a summary of inventories at ~~September 29, 2012~~March 30, 2013 and December 31, ~~2011:~~2012:

	September 29,			December 31,			March 30,		December 31,
(Thousands of dollars)	2012			2011			2013		2012
At lower of LIFO cost or market:
Live hogs and materials	$	244,394		$	228,624		$	249,976	$	258,638
Fresh pork and materials	29,837			29,426			38,749		31,495
	274,231			258,050			288,725		290,133
LIFO adjustment	(83,495		)	(57,783		)	(80,926)		(90,730)
Total inventories at lower of LIFO cost or market	190,736			200,267			207,799		199,403
At lower of FIFO cost or market:
Grains and oilseeds	411,396			251,839
Grains, oilseeds and other commodities							406,747		317,573
Sugar produced and in process	54,037			78,730			61,603		65,986
Other	75,468			63,449			71,152		73,606
Total inventories at lower of FIFO cost or market	540,901			394,018			539,502		457,165
Grain, flour and feed at lower of weighted average cost or market	74,883			50,645			95,163		100,296
Total inventories	$	806,520		$	644,930		$	842,464	$	756,864

Note 4 – Income Taxes

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 2009. Seaboard’s 2010 U.S. income tax return is currently under IRS examination. There have not been any material changes in unrecognized income tax benefits since December 31, ~~2011.~~2012. Interest related to unrecognized tax benefits and penalties was not material for the ~~nine~~three months ended ~~September 29, 2012.~~March 30, 2013.

On January 2, 2013, the American Taxpayer Relief Act of 2012 (the Tax Act) was signed into law. The Tax Act extended many expired corporate income tax provisions that impact current and deferred taxes for financial reporting purposes. In accordance with U.S. GAAP, the determination of current and deferred taxes is based on the provisions of the enacted law as of the balance sheet date; the effects of future changes in tax law are not anticipated. The effects of changes in tax laws, including retroactive changes, are recognized in the financial statements in the period that the changes are enacted. Accordingly, as the Tax Act was signed into law in 2013, the effects of the retroactive provisions in the new law on current and deferred tax assets and liabilities for Seaboard were recorded in the first quarter of 2013. The total impact was a one-time tax benefit of $7,945,000 recorded in the first quarter of 2013 related to certain 2012 income tax credits. In addition to this amount is a one-time credit of approximately $11,260,000 for 2012 Federal blender’s credits that was recognized as revenues in the first quarter of 2013. See Note 9 for further discussion of this Federal blender’s credit.

Note 5 –Derivatives and Fair Value of Financial Instruments

U.S. GAAP discusses valuation techniques, such as the market approach (prices and other relevant information generated by market conditions involving identical or comparable assets or liabilities), the income approach (techniques to convert future amounts to single present amounts based on market expectations including present value techniques and option-pricing), and the cost approach (amount that would be required to replace the service capacity of an asset which is often referred to as replacement cost). 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: 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: 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: Unobservable inputs that reflect the reporting entity’s own assumptions.

The following table shows assets and liabilities measured at fair value on a recurring basis as of ~~September 29, 2012~~March 30, 2013 and also the level within the fair value hierarchy used to measure each category of assets. Seaboard uses the end of the reporting period to determine if there were any transfers between levels. There were no transfers between levels that occurred in the first ~~nine months~~quarter of ~~2012.~~2013. The trading securities classified as other current assets below are assets held for Seaboard’s deferred compensation plans.

	Balance								Balance
	September 29,								March 30,
(Thousands of dollars)	2012		Level 1		Level 2		Level 3		2013		Level 1		Level 2		Level 3
Assets:
Available-for-sale securities - short-term investments:
Money market funds									$	138,756	$	138,756	$	-	$	-
Corporate bonds	$	135,567	$	-	$	135,567	$	-	66,661		-		66,661		-
Money market funds	84,178		84,178		-		-
Enhanced cash mutual fund									25,011		25,011		-		-
U.S. Government agency securities									22,336		-		22,336		-
U.S. Treasury securities									20,855		-		20,855		-
Emerging markets debt mutual fund									18,750		18,750		-		-
Collateralized mortgage obligations	24,816		-		24,816		-		14,716		-		14,716		-
Asset backed debt securities	22,131		-		22,131		-		12,544		-		12,544
U.S. Government agency securities	21,094		-		21,094		-
U.S. Treasury securities	21,036		-		21,036		-
Fixed rate municipal notes and bonds	20,631		-		20,631		-
Emerging markets debt mutual fund	18,109		18,109		-		-
Other	683		-		683		-
Trading securities - short-term investments:
High yield debt securities	22,620		-		22,620		-		24,190		-		24,190		-
Emerging markets trading debt mutual fund	3,087		3,087		-		-		3,237		3,237		-		-
Emerging markets trading debt securities	2,483		-		2,483		-		2,761		-		2,761		-
Other debt securities	772		-		772		-
Other trading investments									985		453		532		-
Trading securities - other current assets:
Domestic equity securities	17,783		17,783		-		-		20,360		20,360		-		-
Foreign equity securities	6,453		3,902		2,551		-		7,371		5,011		2,360		-
Fixed income mutual funds	5,453		5,453		-		-		6,956		6,956		-		-
Money market funds	3,613		3,613		-		-		2,594		2,594		-		-
U.S. Treasury securities									1,984		-		1,984		-
U.S. Government agency securities	2,301		-		2,301		-		1,687		-		1,687		-
U.S. Treasury securities	1,061		-		1,061		-
Corporate bonds	61		-		61		-		94		-		94		-
Other	232		186		46		-		245		202		43		-
Derivatives:
Commodities(1)	11,735		11,735		-		-		4,253		4,253		-		-
Foreign currencies	526		-		526		-		5,766		-		5,766		-
Total Assets	$	426,425	$	148,046	$	278,379	$	-	$	402,112	$	225,583	$	176,529	$	-
Liabilities:
Derivatives:
Commodities(1)	$	14,536	$	14,536	$	-	$	-	$	9,989	$	9,989	$	-	$	-
Interest rate swaps	10,340		-		10,340		-		8,803		-		8,803		-
Foreign currencies	1,414		-		1,414		-		-		-		-		-
Total Liabilities	$	26,290	$	14,536	$	11,754	$	-	$	18,792	$	9,989	$	8,803	$	-

(1)Seaboard’s commodities derivative assets and liabilities are presented in the Condensed Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts. As of ~~September 29, 2012,~~March 30, 2013, the commodity derivatives had a margin account balance of ~~$16,432,000~~$15,222,000 resulting in a net other current asset on the Condensed Consolidated Balance Sheets of ~~$13,631,000.~~$9,486,000.

The following table shows assets and liabilities measured at fair value on a recurring basis as of December 31, ~~2011~~2012 and also the level within the fair value hierarchy used to measure each category of assets.

	Balance									Balance
	December 31,									December 31,
(Thousands of dollars)	2011			Level 1		Level 2		Level 3		2012		Level 1		Level 2		Level 3
Assets:
Available-for-sale securities - short-term investments:
Money market funds		$	139,420	$	139,420	$	-	$	-	$	126,537	$	126,537	$	-	$	-
Corporate bonds		89,146		-		89,146		-		69,214		-		69,214		-
Fixed rate municipal notes and bonds		17,788		-		17,788		-
U.S. Government agency securities										23,775		-		23,775		-
Emerging markets debt mutual fund		16,399		16,399		-		-		18,734		18,734		-		-
U.S. Treasury securities										17,169		-		17,169		-
Collateralized mortgage obligations		15,011		-		15,011		-		15,162		-		15,162		-
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		-		12,238		-		12,238		-
Other		1,484		-		1,484		-
Trading securities - short term investments:
High yield debt securities		20,750		-		20,750		-		23,406		-		23,406		-
Emerging markets trading debt mutual fund		2,487		2,487		-		-		3,237		3,237		-		-
Emerging markets trading debt securities		2,355		-		2,355		-		2,600		-		2,600		-
Other debt securities		221		-		221		-
Other trading investments										1,307		822		485		-
Trading securities - other current assets:
Domestic equity securities		13,563		13,563		-		-		15,864		15,864		-		-
Fixed income mutual funds										7,153		7,153		-		-
Foreign equity securities		7,490		3,991		3,499		-		6,831		4,218		2,613		-
Money market funds		4,521		4,521		-		-		3,157		3,157		-		-
Fixed income mutual funds		4,483		4,483		-		-
U.S. Government agency securities		2,085		-		2,085		-		2,117		-		2,117		-
U.S. Treasury securities		1,474		-		1,474		-		1,567		-		1,567		-
Corporate bonds		72		-		72		-		60		-		60		-
Other		236		159		77		-		239		187		52		-
Derivatives:
Commodities(1)		5,144		5,144		-		-		6,916		6,699		217		-
Foreign currencies		2,247		-		2,247		-		-		-		-		-
Total Assets		$	364,571	$	190,167	$	174,404	$	-	$	357,283	$	186,608	$	170,675	$	-
Liabilities:
Derivatives:
Commodities(1)		$	5,529	$	5,529	$	-	$	-	$	7,112	$	7,112	$	-	$	-
Interest rate swaps		11,268		-		11,268		-		9,810		-		9,810		-
Foreign currencies		3,380		-		3,380		-		4,157		-		4,157		-
Total Liabilities		$	20,177	$	5,529	$	14,648	$	-	$	21,079	$	7,112	$	13,967	$	-

(1)Seaboard’s commodities derivative assets and liabilities are presented in the Condensed Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts. As of December 31, ~~2011,~~2012, the commodity derivatives had a margin account balance of ~~$8,619,000~~$14,063,000 resulting in a net other current asset on the Condensed Consolidated Balance Sheets of ~~$8,234,000.~~$13,867,000.

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

The fair value of long-term debt is estimated by comparing interest rates for debt with similar terms and maturities. If Seaboard’s debt was measured at fair value on its Condensed Consolidated Balance Sheets, it would have been classified as level 2 in the fair value hierarchy. The amortized cost and estimated fair values of investments and long-term debt at ~~September 29, 2012~~March 30, 2013 and December 31, ~~2011~~2012 are presented below.

	2012		2011		2013				2012
(Thousands of dollars)	Amortized Cost	Fair Value	Amortized Cost	Fair Value	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Short-term investments, available-for-sale	$ 344,550	$ 348,245	$ 297,916	$ 297,443	$	316,724	$	319,629	$	279,556	$	282,829
Short-term investments, trading debt securities	27,161	28,962	25,437	25,813	29,181		31,173		28,508		30,550
Long-term debt	183,868	187,930	157,252	161,636	132,825		136,175		145,963		149,333

While management believes its derivatives are primarily economic hedges of its firm purchase and sales contracts or anticipated sales contracts, Seaboard does not perform the extensive record-keeping required to account for these types of transactions as hedges for accounting purposes. Since these derivatives and interest rate exchange agreements discussed below are not accounted for as hedges, fluctuations in the related commodity prices, currency exchange rates and interest rates could have a material impact on earnings in any given period. Seaboard also enters into speculative derivative transactions not directly related to its raw material requirements. The nature of Seaboard’s market risk exposure has not changed materially since December 31, ~~2011.~~2012.

Commodity Instruments

Seaboard uses various ~~grain, meal, hog, and energy resource related~~derivative futures and options to manage its risk to price fluctuations for raw materials and other inventories, finished product sales and firm sales commitments. At ~~September 29,~~March 30, 2013, Seaboard had open net derivative contracts to purchase 27,776,000 pounds of sugar, 14,359,000 bushels of grain and 40,000 pounds of cheese and open net derivative contracts to sell 19,880,000 pounds of hogs, 1,764,000 gallons of heating oil and 41,000 tons of soybean meal. At December 31, 2012, Seaboard had open net derivative contracts to purchase ~~17,652,000~~28,896,000 pounds of sugar, ~~9,929,000~~15,403,000 bushels of grain and ~~220,000~~120,000 pounds of ~~whey powder~~cheese and open net derivative contracts to sell ~~13,400,000~~21,080,000 pounds of hogs, ~~2,310,000~~546,000 gallons of heating oil, 220,000 pounds of dry whey powder and ~~82,000~~53,000 tons of soybean meal. 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. 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 Condensed Consolidated Statements of Comprehensive Income.

Foreign Currency Exchange Agreements

Seaboard enters into foreign currency exchange agreements to manage the foreign currency exchange rate risk with respect to certain transactions denominated in foreign currencies. Foreign exchange agreements that were primarily related to an underlying commodity transaction were recorded at fair value with changes in value marked to market as a component of cost of sales on the Condensed Consolidated Statements of Comprehensive Income. 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 (loss) on the Condensed Consolidated Statements of Comprehensive Income.

At ~~September 29, 2012~~March 30, 2013 and December 31, ~~2011,~~2012, Seaboard had trading foreign exchange contracts to cover its firm sales and purchase commitments and related trade receivables and payables with net notional amounts of ~~$218,127,000~~$199,417,000 and ~~$158,266,000,~~$243,563,000, 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. In September 2012, Seaboard terminated one interest rate exchange agreement with a notional value of $25,000,000. Seaboard made a payment in the amount of $3,861,000 to unwind this agreement. 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 Condensed Consolidated Statements of Comprehensive Income. At ~~September 29,~~March 30, 2013 and December 31, 2012, Seaboard had three interest rate exchange agreements outstanding with a total notional value of ~~$75,000,000 compared to four interest rate exchange agreements outstanding with a total notional value of $100,000,000 at December 31, 2011.~~$75,000,000.

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. As of ~~September 29, 2012,~~March 30, 2013, Seaboard’s foreign currency exchange agreements have a maximum amount of loss due to credit risk in the amount of ~~$526,000~~$5,766,000 with ~~four~~nine counterparties. Seaboard does not hold any collateral related to these agreements.

The following table provides the amount of gain or (loss) recognized for each type of derivative and where it was recognized in the Condensed Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 29, 2012~~March 30, 2013 and ~~October 1, 2011.~~March 31, 2012.

(Thousands of dollars)

Three Months Ended

Nine Months Ended

September 29, 2012

October 1, 2011

September 29, 2012

October 1, 2011

Amount of

Location of

Gain or

Gain or (Loss)

(Loss)

Location of

March 30, 2013

March 31, 2012

Recognized

Gain or (Loss)

Amount of Gain or (Loss)

in Income

Recognized in Income

Commodities

Cost of sales

$ 1,660

$ (10,162)

$ (6,454)

$ 10,493

Cost of sales

$ (4,808)

$ (2,415)

Foreign currencies

Cost of sales

4,302

14,574

4,003

25,317

Cost of sales

11,506

(5,417)

Foreign currencies

Foreign currency

(327)

1,027

(3,939)

790

Foreign currency

4,067

(3,713)

Interest rate

Miscellaneous, net

(1,372)

(10,394)

(5,124)

(12,996)

Miscellaneous, net

472

648

The following table provides the fair value of each type of derivative held as of ~~September 29, 2012~~March 30, 2013 and December 31, ~~2011~~2012 and where each derivative is included on the Condensed Consolidated Balance Sheets.

(Thousands of dollars)	Asset Derivatives			Liability Derivatives				Asset Derivatives						Liability Derivatives
	Balance	Fair Value			Balance	Fair Value		Balance	Fair Value					Balance	Fair Value
	Sheet	September 29,	December 31,		Sheet	September 29,	December 31,	Sheet	March 30,			December 31,		Sheet	March 30,			December 31,
	Location	2012	2011		Location	2012	2011	Location	2013			2012		Location	2013			2012
Commodities	Other current assets	$11,735(1)	$ 5,144		Other current assets	$ 14,536(1)	$ 5,529	Other current assets	$	4,253	(1)	$	6,916	Other current assets	$	9,989	(1)	$	7,112
Foreign currencies	Other current assets	526	2,247		Other current liabilities	1,414	3,380	Other current assets	5,766			-		Other current liabilities	-			4,157
Interest rate	Other current assets	-	-		Other current liabilities	10,340	11,268	Other current assets	-			-		Other current liabilities	8,803			9,810

(1) Seaboard’s commodities derivative assets and liabilities are presented in the Condensed Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts. As of ~~September 29, 2012~~March 30, 2013 and December 31, ~~2011,~~2012, the commodity derivatives had a margin account balance of ~~$16,432,000~~$15,222,000 and ~~$8,619,000,~~$14,063,000, respectively, resulting in a net other current asset on the Condensed Consolidated Balance Sheets of ~~$13,631,000~~$9,486,000 and ~~$8,234,000,~~$13,867,000, respectively.

Note 6 – Employee Benefits

Seaboard maintains two defined benefit pension plans for its domestic salaried and clerical employees. At this time, no contributions are expected to be made to these plans in ~~2012.~~2013. Seaboard also sponsors non-qualified, unfunded supplemental executive plans, and has certain individual, non-qualified, unfunded supplemental retirement agreements ~~with~~for certain ~~executive~~retired employees. Management has no plans to provide funding for these supplemental plans in advance of when the benefits are paid.

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

	Three Months Ended		Nine Months Ended		Three Months Ended
	September 29,	October 1,	September 29,	October 1,	March 30,	March 31,
(Thousands of dollars)	2012	2011	2012	2011	2013	2012
Components of net periodic benefit cost:
Service cost	$ 2,221	$ 1,840	$ 6,657	$ 5,572	$ 2,421	$ 2,226
Interest cost	2,220	2,243	6,655	6,786	2,068	2,258
Expected return on plan assets	(1,608)	(1,616)	(4,817)	(4,935)	(1,612)	(1,592)
Amortization and other	1,550	1,012	4,647	3,055	1,636	1,530
Settlement	-	-	1,796	-
Net periodic benefit cost	$ 4,383	$ 3,479	$14,938	$10,478	$ 4,513	$ 4,422

During June 2012 when the actual pension costs for 2012 were finalized, it was determined that a settlement payment made in March 2012 was greater than the actual service cost and interest cost components of the 2012 net periodic pension cost for a non-qualified, unfunded supplemental executive plan. As a result, during the second quarter of 2012 a settlement loss of $1,796,000 was recorded in the Pork division’s results of operations.11

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

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

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

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

Contingencies

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

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 Condensed Consolidated Financial Statements of Seaboard.

Contingent Obligations

Certain of the non-consolidated affiliates and third party contractors who perform services for Seaboard have bank debt supporting their underlying operations. From time to time, Seaboard will provide guarantees of that debt allowing a lower borrowing rate or facilitating third party financing in order to further Seaboard’s business objectives. Seaboard does not issue guarantees of third parties for compensation. As of ~~September 29, 2012, Seaboard had~~March 30, 2013, guarantees outstanding to ~~three~~ third parties ~~with a total maximum exposure of $1,060,000.~~were not material. Seaboard has not accrued a liability for any of the third party or affiliate guarantees as management considers the likelihood of loss to be remote.

As of ~~September 29, 2012,~~March 30, 2013, Seaboard had outstanding letters of credit (“LCs”) with various banks which reduced its borrowing capacity under its committed and uncommitted credit facilities by ~~$70,862,000~~$39,960,000 and ~~$3,395,000,~~$3,744,000, respectively.These LCs included ~~$30,469,000 of LCs for supply agreements,~~ $18,397,000 of LCs, which support the ~~Industrial Development Revenue Bonds~~IDRBs included as long-term debt and ~~$21,778,000~~$21,801,000 of LCs related to insurance coverages.

~~Commitments~~

In June 2012, Seaboard entered into an agreement to build four dry bulk vessels to be used by the Commodity Trading and Milling segment at a total cost of approximately $83,000,000. A down payment of $8,300,000 was made in July 2012. These vessels are expected to be completed in 2014 with the majority of the amount due in 2014.

Note 8 – Stockholders’ Equity and Accumulated Other Comprehensive Loss

The components of and changes in accumulated other comprehensive loss, net of tax, for the ~~nine~~three months ended ~~September 29, 2012~~March 30, 2013 are as follows:


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

Balance December 31, 2012	$	(109,457	)	$	2,232		$	(113	)	$	(64,206	)	$(171,544	)
Other comprehensive income (loss) before reclassifications	(6,122		)	639			-			-			(5,483	)
Amounts reclassified from accumulated other comprehensive loss	-			(210		)(1)	-			1,192		(2)	982

Net current-period other comprehensive income (loss)	(6,122		)	429			-			1,192			(4,501	)
Balance March 30, 2013	$	(115,579	)	$	2,661		$	(113	)	$	(63,014	)	$(176,045	)

Balance

Balance

December 31,

Period

September 29,

(Thousands of dollars)

2011

Change

2012

Cumulative foreign currency translation adjustment

   $
(93,669
)
$
(9,164
)
     $
(102,833
)

Unrealized gain (loss) on investments

(311
)
2,775

2,464

Unrealized loss on cash flow hedges

-

(91
)
(91
)

Unrecognized pension cost

(62,085
)
4,455

(57,630
)

Accumulated other comprehensive loss

   $
(156,065
)
$
(2,025
)
     $
(158,090
)

~~During~~(1) This represents realized gains on the ~~second quarter~~sale of ~~2012, a pension settlement loss of $1,796,000 was~~available-for-sale securities and are recorded in other investment income, net.

(2) This primarily represents the ~~Pork division’s results~~amortization of ~~operations. This resulted~~actuarial losses that are included in ~~$1,796,000 reclassified out of accumulated other comprehensive loss to earnings.~~net periodic pension cost and are recorded in operating income. See Note 6 ~~to the Condensed Consolidated Financial Statements~~ for further discussion.

The foreign currency translation adjustment primarily represents the effect of the Argentine peso currency exchange fluctuation on the net assets of the Sugar segment. At ~~September 29, 2012,~~March 30, 2013, the Sugar segment had ~~$211,510,000~~$197,474,000 in net assets denominated in Argentine pesos and ~~$5,293,000~~$4,234,000 in net assets denominated in U.S. dollars. Management anticipates that the Argentine peso may continue to weaken against the U.S. dollar and thus it is anticipated that Seaboard will incur additional foreign currency translation adjustment losses in other comprehensive loss during the remainder of 2013.

With the exception of the foreign currency translation adjustment to which a 35 percent federal tax rate is applied, income taxes for components of accumulated other comprehensive loss were recorded using a 39 percent effective tax rate. In addition, the unrecognized pension cost includes ~~$19,496,000~~$20,737,000 related to employees at certain subsidiaries for which no tax benefit has been recorded.

On October 19, 2012, the Board of Directors extended through October 31, 2015 the share repurchase program initially approved on November 6, 2009. Under this share repurchase program, Seaboard was originally 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. ~~As of September 29, 2012, $41,842,000 remained available for repurchases under this program.~~ During the period that the share repurchase program remains in effect, from time to time, Seaboard may enter into a 10b5-1 plan authorizing a third party to make such purchases on behalf of Seaboard. The stock repurchase will be funded by cash on hand. Shares repurchased will be retired and resume the status of authorized and unissued shares. All stock repurchased will be made in compliance with applicable legal requirements and the timing of the repurchases and the number of shares repurchased at any given time will depend upon market conditions, compliance with Securities and Exchange Commission regulations and other factors. The Board’s stock repurchase authorization does not obligate Seaboard to acquire a specific amount of common stock and the stock repurchase program may be suspended at any time at Seaboard’s discretion. As of March 30, 2013, $32,838,000 remained available for repurchases under this program. For the ~~nine~~three months ended ~~September 29, 2012,~~March 30, 2013, Seaboard repurchased ~~9,175~~147 shares of common stock at a total cost of ~~$18,193,000.~~$367,000.

~~There was~~In December 2012, Seaboard declared and paid a dividend of $12.00 per share on the common stock. The increased amount of the dividend (which has historically been $0.75 per share on a quarterly basis or $3.00 per share on an annual basis) represented a prepayment of the annual ~~2011~~2013, 2014, 2015 and ~~2012~~2016 dividends ~~in December 2010.~~($3.00 per share per year). Seaboard isdoes not currently ~~evaluating whether~~intend to declare ~~and prepay a dividend in December 2012~~any further dividends for ~~2013 or more future years. No assurance can be given as to whether or when any dividend would be declared and paid, or as to~~ the ~~amount of any dividend.~~years 2013-2016.

Note 9 - Segment Information

~~During~~The Tax Act signed into law in January 2013 as discussed in Note 4, renewed and extended the ~~second~~Federal blender’s credits that Seaboard is entitled to receive for biodiesel it blends which had previously expired on December 31, 2011 and renewed retroactively to January 1, 2012 with an expiration of December 31, 2013. As a result, in the first quarter of ~~2009, Seaboard started operations at its ham boning~~2013 the Pork segment recognized a one-time credit of approximately $11,260,000 as revenues related to this Federal blender’s tax incentive for gallons produced and ~~processing plant~~sold in ~~Mexico. Despite being in operation~~fiscal 2012. The impact for ~~over two years, overall results had been below expectations with inconsistencies in margins and volumes. In~~ the ~~third quarter~~remainder 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 Condensed Consolidated Statements of Comprehensive Income during the third quarter of 2011 to write down the recorded value of these assets to the estimated fair value. As this plant2013 is not ~~wholly-owned by Seaboard, this impairment charge is partially offset by~~expected to be as significant as market prices for biodiesel are anticipated to adjust downward as a ~~reduction (loss attributable) to noncontrolling interest~~result 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 September 29, 2012 was $3,686,000.~~renewed credit.

In January 2012, Seaboard made a payment of ~~$3,660,000~~$2,825,000, net of cash acquired, to increase its ownership interest from 50% to 70% in PS International, LLC (PSI), an international specialty grain trading business headquartered in North Carolina. As a result, effective January 1, 2012, Seaboard began consolidation accounting and discontinued the equity method of accounting for this investment. ~~The final amount~~An additional payment was made in 2012 subsequent to first quarter of 2012 for this ~~payment will be determined during 2012~~transaction upon final verification of certain balance sheet items as of December 31, 2011. On December 31, 2012, Seaboard further increased its ownership from 70% to 85%. Total cash paid for these two transactions in 2012, net of cash acquired was $3,186,000 and $3,045,000, respectively. Pro forma results of operations are not presented, as the effects of consolidation are not material to Seaboard’s results of operations.

In the first quarter of 2011, the Commodity Trading and Milling 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.

On April 8, 2011, Seaboard closed the sale of its two floating power generating facilities in the Dominican Republic. As a result, Seaboard recognized a gain on sale of assets of $51,423,000 in operating income in the second quarter of 2011. Seaboard received an additional $1,500,000 of escrow in the third quarter of 2011 for unused dry dock costs. The $1,500,000 was recognized as additional gain on sale of assets in operating income in the third 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 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. ~~In late March 2012,~~Seaboard continues to operate this facility under a short-term lease ~~was extended to August 31, 2012. After August 31, 2012, this lease automatically extended on a month-to-month basis but is cancellable~~agreement that may be canceled by either ~~party while the purchaser reconsiders its long-term plans for the facility.~~party. Also, as of ~~September 29, 2012,~~March 30, 2013, $1,500,000 of the original sale price for this power generating facility remained in escrow for potential dry dock ~~costs and also serves as the lease security deposit for Seaboard’s obligation under the lease.~~costs. 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, which began commercial operations in March 2012. ~~The total project costs capitalized were $136,000,000.~~

The Turkey segment, accounted for using the equity method, represents Seaboard’s investment in Butterball, LLC (Butterball). Butterball had total net sales for the three ~~and nine~~ months ended ~~September 29,~~March 30, 2013 and March 31, 2012 of ~~$369,949,000~~$370,570,000 and ~~$973,988,000, respectively, compared to total net sales for the three and nine months ended October 1, 2011 of $371,505,000 and $942,776,000,~~$301,616,000, respectively. Butterball had operating income (loss) for the three ~~and nine~~ months ended ~~September 29,~~March 30, 2013 and March 31, 2012 of ~~$7,554,000~~$(2,103,000) and ~~$48,686,000, respectively, compared~~$23,365,000, respectively. In the first quarter of 2013, Butterball incurred additional charges for impairment of fixed assets related to ~~operating income for~~ the ~~three and nine months ended October 1, 2011~~planned sale of ~~$1,249,000 and $16,155,000, respectively.~~its Longmont, Colorado facility of which Seaboard’s proportionate share of these charges represented $(2,704,000) recognized in loss from affiliate. As of ~~September 29, 2012~~March 30, 2013 and December 31, ~~2011,~~2012, the Turkey segment had total assets of ~~$933,738,000~~$981,149,000 and ~~$819,618,000,~~$871,945,000, respectively. ~~During the third quarter of 2011, management of Butterball announced the closing of its Longmont, Colorado facilities by~~

On December 31, ~~2011, resulting~~2012, Seaboard provided a loan of $81,231,000 to Butterball and was included in ~~an impairment~~Notes Receivable from Affiliate. This loan was made to fund Butterball’s purchase of ~~fixed~~ assets ~~charge~~from Gusto Packing Company, Inc., a pork and ~~an accrued severance charge. Seaboard’s proportionate share of these charges was $2,622,000 recognized~~turkey further processor located in ~~income~~Montgomery, Illinois. In late March 2013, Butterball renegotiated its third party financing and on March 28, 2013 repaid in full this loan from ~~affiliates for the three and nine month periods ended October 1, 2011.~~Seaboard.

In conjunction with Seaboard’s initial investment in Butterball on December 6, 2010, Seaboard has a long-term note receivable from Butterball which had a balance of ~~$109,440,000~~$115,740,000 as of ~~September 29, 2012.~~March 30, 2013. Part of the interest earned on this note is pay-in-kind interest, which accumulates and is paid at maturity. During the third quarter of 2011, Seaboard provided a term loan of $13,037,000 to Butterball to pay off capital leases for certain fixed assets which originally were financed with third parties. The effective interest rate on the term loan is approximately 12%. Although the term loan expires on January 31, 2018, Seaboard anticipates that Butterball will pay off the term loan prior to such expiration date as Butterball is expected to sell all of the related assets and is required to remit the proceeds from such sale to Seaboard to repay the loan. As of ~~September 29, 2012,~~March 30, 2013, the balance of the term loan recorded in long-term notes receivable from affiliate was $9,071,000.

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

Sales to External Customers:

Three Months Ended

Nine Months Ended

September 29,

October 1,

September 29,

October 1,

(Thousands of dollars)

2012

2011

2012

2011

Pork

$
413,077

$
446,138

$
1,214,405

$
1,311,530

Commodity Trading and Milling

675,649

717,188

2,125,263

2,050,426

Marine

242,330

225,594

712,141

691,815

Sugar

69,025

55,611

220,277

195,208

Power

75,778

28,614

178,562

85,629

All Other

3,557

3,573

10,474

8,876

Segment/Consolidated Totals

$
1,479,416

$
1,476,718

$
4,461,122

$
4,343,484

Sales to External Customers:


	Three Months Ended
	March 30,		March 31,
(Thousands of dollars)	2013		2012

Pork	$	409,252	$	400,661
Commodity Trading and Milling	800,754		724,538
Marine	230,156		233,749
Sugar	66,164		73,619
Power	72,967		35,536
All Other	3,003		3,010
Segment/Consolidated Totals	$	1,582,296	$	1,471,113

Operating Income (Loss):

Operating Income (Loss):
	Three Months Ended						Nine Months Ended						Three Months Ended
	September 29,			October 1,			September 29,			October 1,			March 30,			March 31,
(Thousands of dollars)	2012			2011			2012			2011			2013			2012

Pork	$	29,863		$	53,755		$	103,582		$	195,844		$	32,264		$	52,873
Commodity Trading and Milling	16,662			7,054			53,822			45,356			12,328			25,693
Marine	13,006			(8,150		)	14,578			(12,182		)	(3,266		)	491
Sugar	13,615			10,566			51,326			54,591			16,541			16,977
Power	18,649			3,718			35,123			60,324			12,939			5,820
All Other	93			(272		)	262			(903		)	120			6
Segment Totals	91,888			66,671			258,693			343,030			70,926			101,860
Corporate Items	(6,831		)	318			(19,557		)	(8,800		)	(7,468		)	(8,504		)
Consolidated Totals	$	85,057		$	66,989		$	239,136		$	334,230		$	63,458		$	93,356

Income (Loss) from Affiliates:

Income (Loss) from Affiliates:
	Three Months Ended						Nine Months Ended						Three Months Ended
	September 29,			October 1,			September 29,			October 1,			March 30,			March 31,
(Thousands of dollars)	2012			2011			2012			2011			2013			2012

Commodity Trading and Milling	$	2,143		$	1,384		$	7,155		$	11,782		$	2,090		$	707
Sugar	(122		)	93			(184		)	311			93			(1		)
Turkey	297			(4,154		)	14,732			(3,243		)	(5,033		)	8,863
Segment/Consolidated Totals	$	2,318		$	(2,677	)	$	21,703		$	8,850		$	(2,850	)	$	9,569

Total Assets:

Total Assets:
	September 29,		December 31,		March 30,		December 31,
(Thousands of dollars)	2012		2011		2013		2012

Pork	$	735,525	$	738,574	$	762,048	$	740,245
Commodity Trading and Milling	1,003,661		755,903		1,041,631		992,507
Marine	279,449		261,781		285,504		281,215
Sugar	255,481		269,564		239,006		254,445
Power	252,621		165,118		238,302		235,377
Turkey	334,663		312,164		330,403		423,825
All Other	5,366		6,257		4,746		5,288
Segment Totals	2,866,766		2,509,361		2,901,640		2,932,902
Corporate Items	492,147		497,367		466,694		414,879
Consolidated Totals	$	3,358,913	$	3,006,728	$	3,368,334	$	3,347,781

Investments in and Advances to Affiliates:

September 29,

December 31,

(Thousands of dollars)

2012

2011

Commodity Trading and Milling

$
169,098

$
160,402

Sugar

2,752

3,177

Turkey

216,153

201,261

Segment/Consolidated Totals

$
388,003

$
364,840

Investments in and Advances to Affiliates:


	March 30,		December 31,
(Thousands of dollars)	2013		2012

Commodity Trading and Milling	$	195,976	$	186,873
Sugar	2,754		2,775
Turkey	205,592		220,894
Segment/Consolidated Totals	$	404,322	$	410,542

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).

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

LIQUIDITY AND CAPITAL RESOURCES

Summary of Sources and Uses of Cash

Cash and short-term investments as of ~~September 29, 2012~~March 30, 2013 increased ~~$36.9~~$33.1 million to ~~$431.7~~$394.1 million from December 31, ~~2011.~~2012. The increase was primarily the result of ~~$133.0~~principal payments received on notes receivable from affiliates of $81.2 million and an increase in ~~net cash from operating activities and $34.3 million in increased net borrowings.~~notes payable of $22.9 million. Partially offsetting ~~this~~the increase was cash used for capital expenditures of ~~$112.2~~$34.9 million, net cash used by operating activities of $21.1 million and ~~repurchase~~principal payments of ~~common stock~~long-term debt of ~~$18.2~~$13.1 million. Cash from operating activities ~~increased $101.2~~decreased $47.9 million for the ~~nine~~three months ended ~~September 29, 2012~~March 30, 2013 compared to the same period in ~~2011,~~2012, primarily as a result of ~~timing of payments related to certain current liabilities~~an increase in inventories in the Commodity Trading and Milling segment as total current liabilities increased in 2012 while they decreased in 2011. Partially offsetting this increase was lower net earnings for the nine months ended September 29, 2012 compared to the same period in 2011.segment.

Acquisitions, Capital Expenditures and Other Investing Activities

During the ~~nine~~three months ended ~~September 29, 2012,~~March 30, 2013, Seaboard invested ~~$112.2~~$34.9 million in property, plant and equipment, of which ~~$37.9~~$15.6 million was expended in the Pork segment, ~~$22.5 million in the Commodity Trading and Milling segment, $9.4~~$11.7 million in the Marine segment ~~$17.3~~and $7.6 million in ~~the Sugar segment and $24.1 million in the Power segment.~~all other segments. The Pork segment expenditures were primarily for additional finishing barns, ~~a new feed mill and~~ improvements to existing facilities and related ~~equipment. The Commodity Trading~~equipment and ~~Milling segment expenditures were primarily for the purchase~~construction of a dry bulk vessel and for a down payment of $8.3 million made in July 2012 on four dry bulk vessels to be built for a total cost of approximately $83.0 million. These vessels are expected to be completed in 2014 with the majority of the amount due in 2014.new feed mill. The Marine segment expenditures were primarily for purchases of cargo carrying and handling ~~equipment and port development. In the Sugar segment, the~~equipment. All other segments’ capital expenditures were primarily for expansion of cane growing operations and normal upgrades to existing operations. The Power segment expenditures were primarily used for the construction of a 106 megawatt power generating facility for use in the Dominican Republic. The total cost of the completed project was $136.0 million. This facility began operations in March 2012. All other capital expenditures are of a normal recurring nature and primarily include replacements of machinery and equipment, and general facility modernizations and upgrades.

For the remainder of ~~2012,~~2013, management has budgeted capital expenditures totaling ~~$57.2~~$154.9 million. The Pork segment plans to spend ~~$16.3~~$60.2 million primarily for additional finishing barns, improvements to existing facilities and related equipment and to complete construction on a new feed mill. The Commodity Trading and Milling segment has budgeted ~~$2.1~~$23.4 million primarily for improvements to existing facilities and related ~~equipment.~~equipment and another payment on four dry bulk vessels. The Marine segment has budgeted ~~$31.4~~$47.9 million primarily for additional cargo carrying and handling ~~equipment and the purchase of a containerized cargo vessel completed in October 2012.~~equipment. In addition, management will be evaluating whether to purchase additional containerized cargo vessels for the Marine segment and additional dry bulk vessels for the Commodity Trading and Milling segment during ~~2012.~~2013. The Sugar segment plans to spend ~~$6.6~~$21.7 million primarily on normal upgrades to existing ~~operations.~~operations, including cane re-planting. The balance of ~~$0.8~~$1.7 million is planned to be spent in all other businesses. Management anticipates paying for these capital expenditures from a combination of available cash, the use of available short-term investments or Seaboard’s available borrowing capacity.

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

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

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. As of September 29, 2012, Seaboard had invested $11.4 million in these partnerships, including $6.6 million in 2012. The total commitment is approximately $17.5 million with additional investments of $2.3 million anticipated to be made during the remainder of 2012.

Seaboard has a 50% non-controlling interest in a bakery being built in central Africa. The bakery is expected to be fully operational during the fourth quarter of 2012. As of September 29, 2012, Seaboard had invested a total of $31.4 million in this project, including $9.9 million invested during the nine month period ended September 29, 2012. Although a final agreement has not yet been reached, management currently anticipates Seaboard’s total investment in and advances to this affiliate business will be approximately $46.0 million with most of the remaining $14.6 million to be advanced during the remainder of 2012.

During the third quarter of 2011, Seaboard provided a term loan of $13.0 million and a short-term loan of $20.0 million to its non-consolidated affiliate, Butterball, LLC (Butterball). On November 3, 2011, Butterball repaid the short-term loan of $20.0 million. Also 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.

Financing Activities and Debt

In ~~June 2012, Seaboard’s~~February 2013, Seaboard refinanced its long-term committed ~~line~~credit facility for the same available amount and a maturity date of ~~credit was reduced from $300.0 million to $200.0 million.~~February 20, 2018. As of ~~September 29, 2012,~~March 30, 2013, Seaboard had a committed line of credit totaling $200.0 million and uncommitted lines totaling ~~$195.4~~$195.1 million. As of ~~September 29, 2012,~~March 30, 2013, there ~~were no borrowings~~was $30.0 million outstanding under the committed line of credit and borrowings under the uncommitted lines of credit totaled ~~$23.9~~$21.6 million, with the uncommitted line all related to foreign subsidiaries. Outstanding standby letters of credit reduced Seaboard’s borrowing capacity under its committed and uncommitted credit lines by ~~$70.9~~$40.0 million and ~~$3.4~~$3.7 million, respectively, primarily representing ~~$30.5 million for supply agreements,~~ $18.4 million for Seaboard’s outstanding Industrial Development Revenue Bonds and $21.8 million related to insurance coverage.

In April 2013, Seaboard ~~has~~provided notice of call for early redemption to holders of certain IDRBs effective May 13, 2013. As a result, $10.8 million of IDRBs were reclassified from long-term ~~credit agreement~~debt to current maturities of long-term debt as of March 30, 2013. In December 2012, Seaboard provided notice of call for ~~$114.0~~early redemption to holders of certain IDRBs effective January 14, 2013. As a result, $13.0 million of IDRBs were reclassified from long-term debt to ~~finance the construction~~current maturities of ~~the new power generating facility~~long-term debt as of December 31, 2012. Seaboard paid $13.0 million in the ~~Dominican Republic noted above. During the~~ first ~~nine months~~quarter of 2012, Seaboard borrowed the remaining $32.7 million under this credit facility. In June 2012, Seaboard made a payment in the amount of $5.7 million for this credit facility, which resulted in a balance of $108.3 million as of September 29, 2012.2013.

Seaboard’s remaining ~~2012~~2013 scheduled long-term debt maturities total ~~$38.1~~$22.8 million. As of ~~September 29, 2012,~~March 30, 2013, Seaboard had cash and short-term investments of ~~$431.7~~$394.1 million, additional total net working capital of ~~$1,211.5~~$1,221.2 million and a $200.0 million committed line of credit maturing on ~~July 10, 2013.~~February 20, 2018. Accordingly, management believes Seaboard’s combination of internally generated cash, liquidity, capital resources and borrowing capabilities will be adequate for its existing operations and any currently known potential plans for expansion of existing operations or business segments for ~~2012.~~2013. Management intends to continue seeking opportunities for expansion in the industries in which Seaboard operates, utilizing existing liquidity, available borrowing capacity and other financing alternatives.

As of ~~September 29, 2012, $127.3~~March 30, 2013, $148.3 million of the ~~$431.7~~$394.1 million of cash and short-term investments were held by Seaboard’s foreign subsidiaries and Seaboard could be required to accrue and pay taxes to repatriate these funds if needed for Seaboard’s operations in the U.S. However, Seaboard’s intent is to permanently reinvest these funds outside the U.S. and current plans do not demonstrate a need to repatriate them to fund Seaboard’s U.S. operations.

As of ~~September 29, 2012,~~March 30, 2013, Seaboard believes its exposure to the current potential European sovereign debt problems is not material. Seaboard monitors these exposures and currently does not believe there is a significant ~~risk to it.~~risk.

On ~~November 6, 2009,~~October 19, 2012, the Board of Directors ~~authorized up to $100.0 million for a~~extended through October 31, 2015 the share repurchase program ~~which was extended by the Board of Directors through October 31, 2015.~~initially approved on November 6, 2009. For the ~~nine~~three months ended ~~September 29, 2012,~~March 30, 2013, Seaboard used cash to repurchase ~~9,175~~147 shares of common stock at a total price of ~~$18.2~~$0.4 million. ~~Also, Seaboard is currently evaluating whether to declare and prepay a dividend in December 2012 for 2013 or more future years.~~ See Note 8 to the Condensed Consolidated Financial Statements for further discussion of ~~these two items.~~this item.

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

RESULTS OF OPERATIONS

Net sales increased to $1,582.3 million for the ~~three~~first quarter of 2013 compared to $1,471.1 million for the first quarter of 2012. The increase primarily reflected higher sales for commodity trading from increased prices for wheat and ~~nine month periods of 2012 increased by $2.7 million~~soybean meal and ~~$117.6 million, respectively, over the same periods in 2011. The increases primarily reflect~~ increased sales volume from ~~the start-up of~~operating the new power generating facility ~~in March 2012~~the entire first quarter of 2013 partially offset by lower domestic sales prices for pork products sold. ~~In addition, the increase for the nine month period was also from higher sales for commodity trading.~~

Operating income ~~increased by $18.1~~decreased to $63.5 million ~~and decreased $95.1 million for~~in the ~~three and nine month periods~~first quarter of ~~2012, respectively,~~2013, compared to $93.4 million in the same periods in 2011. The increase for the three month period was primarily from cost decreases on a per unit shipped basis for the Marine segment and increased volumes for the Power segment as discussed below.first quarter of 2012. The decrease ~~for the nine month period~~ primarily reflects ~~a one-time gain on sale of power generating facilities of $52.9 million recognized in 2011. Both periods also reflect~~ lower domestic sales prices for pork products sold and ~~to a lesser extent,~~ higher feed costs, ~~for~~along with lower margins on commodity trading sales. Partially offsetting the ~~nine month period for the Pork segment.~~decrease was a one-time credit related to biodiesel as discussed below.

Pork Segment

Pork Segment

Three Months Ended

Nine Months Ended

September 29,

October 1,

September 29,

October 1,

(Dollars in millions)

2012

2011

2012

2011

Net sales

   $
413.1

  $
446.1

   $
1,214.4

$
1,311.5

Operating income

   $
29.9

  $
53.8

   $
103.6

$
195.8


	Three Months Ended
	March 30,		March 31,
(Dollars in millions)	2013		2012
Net sales	$	409.3	$	400.7
Operating income	$	32.3	$	52.9

Net sales for the Pork segment ~~decreased $33.0~~increased $8.6 million ~~and $97.1 million for~~in the ~~three and nine month periods~~first quarter of ~~2012, respectively,~~2013 compared to the ~~same periods in 2011.~~first quarter of 2012. The ~~decreases~~increase primarily ~~reflected lower domestic~~reflects increased sales ~~prices~~volume for ~~pork products~~biodiesel, a one-time credit of $11.3 million recorded as revenues related to the Tax Act, which renewed and extended the Federal blender’s credits that Seaboard is entitled to receive for biodiesel it blends and, to a lesser extent, ~~lower export~~higher domestic sales volume for pork products sold.

Operating income for the Pork segment decreased $23.9 million and $92.2 million for the three and nine month periods of 2012, respectively, compared to the same periods in 2011. The decreases were primarily a result of lower prices for domestic pork products sold as noted above and, to a lesser extent for the nine month period, higher feed costs. Partially offsetting the decreases was a $5.6 million impairment charge incurred during the third quarter of 2011 related to the ham boning plant in Mexico, which resulted in a decrease in operating income for 2011. See Note 9 to the Condensed Consolidated Financial Statements for further discussion of the ~~impairment charge.~~ Federal blender’s credit. Partially offsetting the increase was lower sales prices for pork products.

Operating income for the Pork segment decreased $20.6 million for the first quarter of 2013 compared to the first quarter of 2012. The decrease is primarily the result of lower prices for pork products sold as noted above and higher feed costs. Partially offsetting the decrease was the one-time credit of $11.3 million as discussed above.

Management is unable to predict future market prices for pork products or the cost of feed. ~~Accordingly, as a result of current market conditions,~~However, management ~~cannot predict if~~anticipates positive operating income for this segment ~~will be profitable~~ for the remainder of ~~2012.~~2013.

Commodity Trading and Milling Segment

Three Months Ended

Nine Months Ended

September 29,

October 1,

September 29,

October 1,

(Dollars in millions)

2012

2011

2012

2011

Net sales

$
675.6

$
717.2

$
2,125.3

$
2,050.4

Operating income as reported

$
16.7

$
7.1

$
53.8

$
45.4

Less mark-to-market adjustments

1.1

(12.5
)

3.5

(22.3
)

Operating income (loss) excluding mark-to-market adjustments

$
17.8

$
(5.4
)

$
57.3

$
23.1

Income from affiliates

$
2.1

$
1.4

$
7.2

$
11.8

Commodity Trading and Milling Segment


	Three Months Ended
	March 30,		March 31,
(Dollars in millions)	2013		2012
Net sales	$	800.8	$	724.5
Operating income as reported	$	12.3	$	25.7
Less mark-to-market adjustments	(8.3)		(6.3		)
Operating income excluding mark-to-market adjustments	$	4.0	$	19.4
Income from affiliates	$	2.1	$	0.7

Net sales for the Commodity Trading and Milling segment ~~decreased $41.6 million and~~ increased ~~$74.9~~$76.3 million for the ~~three and nine month periods~~first quarter of ~~2012, respectively,~~2013 compared to the ~~same period in 2011.~~first quarter of 2012. The ~~decrease for the three month period is~~increase was primarily the result of ~~lower sales volumes to non-consolidated affiliates partially offset by higher~~increased prices for ~~commodities sold to third parties. The increase for the nine month period is primarily the result of higher prices for commodities sold to third parties~~wheat and the consolidation of PSI discussed above, partially offset by lower sales volumes to non-consolidated affiliates. Also, net sales for the nine months of 2011 included $101.1 million recognized 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.~~soybean meal.

Operating income for this segment ~~increased $9.6 million and $8.4~~decreased $13.4 million for the ~~three and nine month periods~~first quarter of ~~2012, respectively,~~2013 compared to the ~~same periods in 2011.~~first quarter of 2012. The ~~increases~~decrease primarily ~~reflect higher~~reflects lower margins on commodity trading sales to third parties and non-consolidated affiliates, especially on sales of wheat and corn. The decrease is primarily the result of ~~net write-downs of $10.7 million~~unfavorable market conditions and ~~$14.0 million~~certain inventory positions negatively impacted by the decrease in commodity prices in the ~~three~~first quarter of 2013 compared to favorable market conditions and ~~nine month periods~~certain inventory positions positively impacted in 2012 from increasing commodity prices. Partially offsetting the decrease was a recovery of ~~2011, respectively, for certain grain inventories~~previous inventory write-downs for customer contract performance ~~issues. Partially offsetting~~issues of $4.3 million in the ~~increases were~~first quarter of 2013. Excluding the ~~$13.6 million and $25.8 million fluctuation~~effects of ~~marking to market~~ the derivative contracts, as discussed ~~below. Excluding the effects of these derivative contracts,~~below, operating income ~~increased $23.2 million and $34.2~~decreased $15.4 million for the ~~three and nine month periods, respectively.~~first quarter of 2013 compared to the first quarter of 2012.

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

Had Seaboard not applied mark-to-market accounting to its derivative instruments, operating income for this segment would have been ~~higher~~lower by ~~$1.1~~$8.3 million and ~~$3.5~~$6.3 million, ~~respectively,~~ for the ~~three~~first quarter of 2013 and ~~nine month periods of~~ 2012, ~~and operating income would have been lower by $12.5 million and $22.3 million, respectively, for the three and nine month periods of 2011.~~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.~~2013. Management believes eliminating these adjustments, as noted in the table above, provides a more reasonable presentation to compare and evaluate period-to-period financial results for this segment.

Income from affiliates for the ~~three and nine month periods~~first quarter of ~~2012~~2013 increased by ~~$0.7~~$1.4 million ~~and decreased $4.6 million, respectively, from the same periods in 2011. The decrease for the nine month period primarily represents a few one-time income items in~~compared to the first quarter of ~~2011.~~2012. Based on the uncertainty of local political and economic environments in the countries in which the flour and feed mills operate, management cannot predict future results.

Marine Segment

Marine Segment

Three Months Ended

Nine Months Ended

September 29,

October 1,

September 29,

October 1,

(Dollars in millions)

2012

2011

2012

2011

Net sales

    $
242.3

$
225.6

   $
712.1

$
691.8

Operating income (loss)

    $
13.0

$
(8.2
)
   $
14.6

$
(12.2
)

	Three Months Ended
	March 30,			March 31,
(Dollars in millions)	2013			2012
Net sales	$	230.2		$	233.7
Operating income (loss)	$	(3.3	)	$	0.5

Net sales for the Marine segment ~~increased $16.7~~decreased $3.5 million and ~~increased $20.3~~operating income decreased $3.8 million for the ~~three and nine month periods~~first quarter of ~~2012, respectively,~~2013 compared to the ~~same periods in 2011.~~first quarter of 2012. The ~~increase for the three month period was~~decreases were primarily the result of ~~higher volumes and, to a lesser extent, higher~~decreased rates

in certain markets served during ~~2012~~2013 compared to ~~2011. The increase for the nine month period was primarily the result of increased rates and higher volumes in certain markets served during 2012 compared to 2011.~~

Operating income for the Marine segment increased $21.2 million and $26.8 million for the three and nine month periods of 2012, respectively, compared to the same periods in 2011. The increases were primarily the result of cost decreases on a per unit shipped basis particularly for charterhires and fuel for the three month period, and charterhires and trucking for the nine month period. Also, but to a lesser extent, the increases were the result of higher rates as noted above.2012. Management cannot predict changes in future cargo volumes and cargo rates or to what extent changes in economic conditions in markets served will affect net sales or operating income during the remainder of ~~2012.~~2013. However, management anticipates positive operating income for this segment for the remainder of 2013 although lower than 2012.

Sugar Segment
	Three Months Ended				Nine Months Ended				Three Months Ended
	September 29,		October 1,		September 29,		October 1,		March 30,		March 31,
(Dollars in millions)	2012		2011		2012		2011		2013		2012
Net sales	$	69.0	$	55.6	$	220.3	$	195.2	$	66.2	$	73.6
Operating income	$	13.6	$	10.6	$	51.3	$	54.6	$	16.5	$	17.0
Income (loss) from affiliates	$	(0.1)	$	0.1	$	(0.2)	$	0.3
Income from affiliates									$	0.1	$	-

Net sales for the Sugar segment ~~increased $13.4 million and $25.1~~decreased $7.4 million for the ~~three and nine month periods~~first quarter of ~~2012, respectively,~~2013 compared to the ~~same periods in 2011.~~first quarter of 2012. The ~~increase for the three month period~~decrease primarily reflects ~~increased volume~~lower sales prices for sugar in terms of U.S. dollars and decreased volumes of sugar produced and sold. ~~The increase~~Sugar sales are primarily denominated in Argentine pesos and the lower sales prices for sugar in terms of U.S. dollars was the ~~nine month period primarily reflects increased volumes~~result of ~~sugar produced and sold, and increased alcohol prices and,~~the exchange rate difference as the Argentine peso continued to ~~a lesser extent,~~weaken against the U.S. dollar in 2013. Partially offsetting the decrease in net sales was increased sales ~~volumes~~volume of alcohol. Management cannot predict sugar and alcohol prices for the remainder of ~~2012.~~2013, but management anticipates that the Argentine peso may continue to weaken against the U.S. dollar.

Operating income ~~increased $3.0 million and~~ decreased ~~$3.3~~$0.5 million for the ~~three and nine month periods~~first quarter of ~~2012, respectively,~~2013 compared to the ~~same periods in 2011.~~first quarter of 2012. The ~~increase for the three month period primarily represents higher income from alcohol sales as a result of increased prices. The~~ decrease ~~for the nine month period~~ primarily represents lower income from sugar sales as a result of ~~higher costs~~lower volumes of ~~sugar purchased from third parties for resale in excess of increased selling~~sales and lower sales prices ~~and, to a lesser extent, higher selling and administrative personnel costs.~~as noted above. Partially offsetting this decrease was higher income from alcohol sales ~~primarily as a result of higher volumes sold~~from increased sales volume as noted ~~above.~~above and lower unit cost per cubic meter sold for alcohol primarily from higher production levels. Management anticipates positive operating income for this segment for the remainder of ~~2012,~~2013, although ~~at a~~ lower ~~level~~ than ~~2011.~~2012.

Power Segment
	Three Months Ended				Nine Months Ended				Three Months Ended
	September 29,		October 1,		September 29,		October 1,		March 30,		March 31,
(Dollars in millions)	2012		2011		2012		2011		2013		2012
Net sales	$	75.8	$	28.6	$	178.6	$	85.6	$	73.0	$	35.5
Operating income	$	18.6	$	3.7	$	35.1	$	60.3	$	12.9	$	5.8

Net sales for the Power segment increased ~~$47.2 million and $93.0~~$37.5 million for the ~~three and nine month periods~~first quarter of ~~2012, respectively,~~2013 compared to the ~~same periods in 2011.~~first quarter of 2012. The ~~increases~~increase primarily ~~reflect~~reflects increased volumes from ~~the start-up of~~operating the new power generating facility the entire quarter in 2013 and, to a lesser extent, higher spot market rates. The new power generating facility started operating in March 2012.

~~Operating income increased $14.9 million and decreased $25.2 million~~ Although management cannot predict future spot market rates, sales volumes for the ~~three and nine month periods~~remainder of 2013 are anticipated to be fairly comparable to 2012 ~~respectively, compared to~~as long as the same periods in 2011. The increase for the three month period primarily reflects the increased volumes discussed above. The decrease for the nine month period primarily reflects the one-time gain on saleshort-term leasing of one power generating ~~facilities of $52.9 million recognized~~facility continues, as discussed in ~~operating income during 2011 as referenced below, partially offset by the increased volumes discussed above.~~

~~See~~ Note 9 to the Condensed Consolidated Financial ~~Statements~~Statements.

Operating income increased $7.1 million for the ~~sale~~first quarter of ~~certain assets~~2013 compared to the first quarter of ~~this business on April 8, 2011, subsequent leasing of one~~2012. The increase primarily reflects higher spot market rates while the increased volumes from operating the new power generating facility ~~and the construction of a new replacement power generating facility. Management anticipates that sales volumes will be higher~~ for the ~~remainder~~entire quarter in 2013 as noted above was primarily offset by higher operating costs. Partially offsetting this increase was $2.2 million received in the first quarter of 2012 ~~as a result of~~for delay liquidation damages received from the ~~start-up~~contractor of the new power generating facility ~~in March 2012.~~related to the delayed start-up. Management cannot predict future fuel costs or the extent to which spot market rates will fluctuate compared to fuel costs. However, management anticipates positive operating income for this segment for the remainder of ~~2012 at a higher level~~2013, although lower than ~~the second half of 2011 as a result of the start-up of the new power generating facility in March~~ 2012.

Turkey Segment
	Three Months Ended					Nine Months Ended			Three Months Ended
	September 29,		October 1,		September 29,		October 1,		March 30,		March 31,
(Dollars in millions)	2012		2011		2012		2011		2013		2012
Income (loss) from affiliate	$	0.3	$	(4.2)	$	14.7	$	(3.2)	$	(5.0)	$	8.9

The Turkey segment, accounted for using the equity method, represents Seaboard’s investment in Butterball. The increase for the three month period primarily reflects an impairment of fixed assets charge and an accrued severance charge of $2.6 million (Seaboard’s proportionate share) in the third quarter of 2011 related to the announced closing of the Longmont, Colorado facilities. The increase for the nine month period was primarily the

2120

The decrease in income from affiliate for the first quarter of 2013 compared to the first quarter of 2012 was primarily the result of ~~lower production costs~~higher feed cost. Also during the first quarter of 2013, Butterball incurred additional charges for impairment of fixed assets related to the planned sale of its Longmont, Colorado facility of which Seaboard’s proportionate share represented $2.7 million recognized in loss from ~~recent savings initiatives and higher sale prices.~~affiliate. In addition, ~~mark-to-market losses from interest rate swaps and~~during the first quarter of 2013 the marking to market of commodity derivative contracts ~~decreased by $1.9 million and $3.7~~resulted in losses of $2.4 million (Seaboard’s proportionate ~~shares)~~share) as a result of the decrease in commodity prices in late March for ~~the three~~corn and ~~nine month periods in 2012 compared to 2011. Butterball~~soybean meal. Management anticipates positive income for this segment for the remainder of ~~2012.~~2013, 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 increased by $9.9 million and $22.7 million for the three and nine month periods of 2012 compared to the same periods in 2011. The increases are primarily the result of increased personnel costs in most segments, higher costs related to Seaboard’s deferred compensation programs (which are offset by the effect of the mark-to-market investments recorded in Other Investment Income (Loss), Net discussed below) and the consolidation of PSI discussed above. As a percentage of revenues, SG&A increased to 4.0% for the three and nine month periods of 2012, respectively, compared to 3.4% and 3.6% for each of the same periods in 2011.

~~Interest Expense~~

Interest expense increased $2.8 million and $4.7 million for the three and nine month periods of 2012 compared to the same periods in 2011. The increases primarily reflect lower capitalized interest during 2012 compared to the same periods in 2011 related to the construction of the cogeneration plant completed in the fourth quarter of 2011 and the new power generating facility completed in March 2012.

~~Other Investment Income (Loss), Net~~

Other investment income (loss), net increased $10.3 million and $10.1 million for the three and nine month periods of 2012 compared to the same periods in 2011. The increases primarily reflect gains of $1.8 million and $3.6 million for the three and nine month periods of 2012 compared to losses of $5.2 million and $3.9 million for 2011 from the mark-to-market value of Seaboard’s investments related to the deferred compensation programs.

Foreign Currency ~~Gain (Loss)~~Gains (Losses), Net

The foreign currency ~~gain (loss),~~loss, net for the three ~~and nine~~ month ~~periods~~period of 2013 primarily reflects losses from net assets denominated in the Dominican Republic peso. The foreign currency gain, net for the three months of 2012 primarily ~~reflect foreign currency fluctuations~~reflects gains from net assets denominated in the South African rand. ~~The foreign currency gain (loss), net for the three and nine month periods of 2011 primarily reflect foreign currency fluctuations from Euro cash and Euro short-term investment positions.~~Seaboard operates in many developing countries. The political and economic conditions of these markets, along with fluctuations in the value of ~~foreign currencies in relation to~~ 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.

~~Miscellaneous, Net~~

~~The fluctuations in miscellaneous, net for the three and nine months of 2012 compared to the same periods in 2011 primarily reflects decreased losses from interest rate exchange agreements.~~

Income Tax Expense

The effective tax rate for 2013 was impacted by the one-time tax benefit of $7.9 million recorded in the first ~~nine months~~quarter of 2013 related to certain 2012 income tax credits as further discussed in Note 4 to the Condensed Consolidated Financial Statements. Excluding this one-time tax benefit, the effective tax rate for the first quarter of 2013, which approximates the ~~expected~~anticipated effective annual rate, is ~~higher than~~comparable to the tax rate for the first ~~nine months~~quarter of ~~2011. The~~2012 but higher than the final annual effective tax rate for 2012. This is primarily ~~due to~~the result of the Power segment ~~income~~ being taxable for ~~2012~~the first quarter of 2013 compared to being non-taxable ~~in 2011, which included~~for the ~~gain on sale of power generating facilities in the second~~first quarter of 2011. The different tax rate for the three month periods of 2012 and 2011 compared to the nine month periods of 2012 and 2011 resulted from changing the projected domestic income relative to the projected total income in each third quarter.2012.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Seaboard is exposed to various types of market risks in its day-to-day operations. Seaboard utilizes derivative instruments to mitigate some of these risks including both purchases and sales of futures and options to hedge inventories, forward purchases and sale contracts. Primary market risk exposures result from changing commodity prices, foreign currency exchange rates and interest rates. Seaboard also enters into speculative derivative transactions not directly related to its raw material requirements. The nature of Seaboard’s market risk exposure related to these items has not changed materially since December 31, ~~2011.~~2012. See Note 5 to the Condensed Consolidated Financial Statements for further discussion.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures - Seaboard’s management evaluated, under the direction of our Chief Executive and Chief Financial Officers, the effectiveness of Seaboard’s disclosure controls and procedures as defined in Exchange Act Rule 13a–15(e) as of ~~September 29, 2012.~~March 30, 2013. Based upon and as of the date of that evaluation, Seaboard’s Chief Executive and Chief Financial Officers concluded that Seaboard’s disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports it files and submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as and when required. It should be noted that any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any system of disclosure controls and procedures is based in part upon assumptions about the likelihood of future events. Due to these and other inherent limitations of any such system, there can be no assurance that any design will always succeed in achieving its stated goals under all potential future conditions.

Change in Internal Controls – Effective, January 1, 2012, Seaboard began consolidation accounting and discontinued the equity method of accounting for its investment in PS International, LLC (PSI) with Seaboard’s ownership interest increasing from 50% to 70%. Management is currently in the process of documenting and evaluating internal controls with respect to PSI. Although management does not consider it material to its results of operations, Seaboard intends to extend its Sarbanes-Oxley Act of 2002 Section 404 compliance program to include PSI with an effective date of January 1, 2013. Except as set forth above, thereThere has been no change in Seaboard’s internal control over financial reporting required by Exchange Act Rule 13a–15 that occurred during the fiscal quarter ended ~~September 29, 2012~~March 30, 2013 that has materially affected, or is reasonably likely to materially affect, Seaboard’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes in the risk factors as previously disclosed in Seaboard’s Annual Report on Form 10-K for the year ended December 31, ~~2011.~~2012.

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

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

Issuer Purchases of Equity Securities	Issuer Purchases of Equity Securities					Issuer Purchases of Equity Securities

Period		Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs		Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 to July 31, 2012		375	2,146.01	375	43,281,434
August 1 to August 31, 2012		190	2,121.82	190	42,878,287
September 1 to September 29, 2012		485	2,137.69	485	41,841,506
January 1 to January 31, 2013							147	2,495.39	147	32,837,569
February 1 to February 28, 2013							-	-	-	32,837,569
March 1 to March 30, 2013							-	-	-	32,837,569
Total		1,050	2,137.79	1,050	41,841,506		147	2,495.39	147	32,837,569

All purchases during the quarter were made under the authorization from our Board of Directors to purchase up to $100 million market value of Seaboard common stock ~~announced~~initially approved on November 6, 2009, which was extended through October 31, 2015. All purchases were made through ~~open-market~~open market or privately negotiated purchases and all the repurchased shares have been retired.

~~Item 6.~~ ~~Exhibits~~

~~31.1~~Item 6.	Exhibits

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

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

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

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

101		The following financial information from Seaboard Corporation’s Quarterly Report on Form 10-Q for the quarter ended ~~September 29, 2012,~~March 30, 2013, formatted in XBRL (Extensible Business Reporting Language): (1) Condensed Consolidated Statements of Comprehensive Income, (2) Condensed Consolidated Balance Sheets, (3) Condensed Consolidated Statements of Cash Flows, and (4) the Notes to Unaudited Condensed Consolidated Financial Statements *.

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

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

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

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

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SIGNATURES

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

	SEABOARD CORPORATION


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

	Date:	~~November 2, 2012~~May 9, 2013


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

	Date:	~~November 2, 2012~~May 9, 2013

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