SEABOARD CORPORATION




                       2008 Annual Report



<PAGE>




 Description of Business

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

 Table of Contents
_______________________________________________________________________________

  Letter to Stockholders                                                 2

  Division Summaries                                                     4

  Principal Locations                                                    6

  Summary of Selected Financial Data                                     7

  Company Performance Graph                                              8

  Quarterly Financial Data (unaudited)                                   9

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

  Management's Responsibility for Consolidated Financial Statements     27

  Management's Report on Internal Control over Financial Reporting      27

  Report of Independent Registered Public Accounting Firm  on
   Consolidated Financial Statements                                    28

  Report of Independent Registered Public Accounting Firm on Internal
   Control over Financial Reporting                                     29

  Consolidated Statements of Earnings                                   30

  Consolidated Balance Sheets                                           31

  Consolidated Statements of Cash Flows                                 32

  Consolidated Statements of Changes in Equity                          33

  Notes to Consolidated Financial Statements                            34

  Stockholder Information                                               60

This report, including information included or incorporated  by
reference  in  this  report, contains  certain  forward-looking
statements with respect to the financial condition, results  of
operations, plans, objectives, future performance and  business
of   Seaboard  Corporation  and  its  subsidiaries  (Seaboard).
Forward-looking  statements  generally  may  be  identified  as
statements  that are not historical in nature;  and  statements
preceded  by, followed by or that include the words "believes,"
"expects,"  "may,"  "will," "should,"  "could,"  "anticipates,"
"estimates,"  "intends,"  or  similar  expressions.   In   more
specific  terms,  forward-looking statements, include,  without
limitation:  statements concerning the projection of  revenues,
income  or  loss,  capital expenditures, capital  structure  or
other  financial items, including the impact of  mark-to-market
accounting on operating income; statements regarding the  plans
and  objectives of management for future operations; statements
of   future  economic  performance;  statements  regarding  the
intent,  belief  or current expectations of  Seaboard  and  its
management  with respect to: (i) Seaboard's ability  to  obtain
adequate financing and liquidity, (ii) the price of feed stocks
and other materials used by Seaboard, (iii) the sales price  or
market  conditions for pork, grains, sugar and  other  products
and   services,   (iv)   statements   concerning   management's
expectations   of   recorded   tax   effects   under    certain
circumstances,  (v)  the ability of the Commodity  Trading  and
Milling  segment  to successfully compete  in  the  markets  it
serves   and  the  volume  of  business  and  working   capital
requirements   associated   with   the   competitive    trading
environment, (vi)  the charter hire rates and fuel  prices  for
vessels,  (vii)  the  stability  of  the  Dominican  Republic's
economy,  fuel  costs  and  related  spot  market  prices   and
collection of receivables in the Dominican Republic, (viii) the
ability  of  Seaboard  to  sell certain  grain  inventories  in
foreign  countries  at  a current cost basis  and  the  related
contract  performance  by customers, (ix)  the  effect  of  the
fluctuation in foreign currency exchange rates, (x)  statements
concerning  profitability or sales volume of any of  Seaboard's
segments,  (xi) the anticipated costs and completion  timetable
for Seaboard's scheduled capital improvements, acquisitions and
dispositions,  or  (xii)  other  trends  affecting   Seaboard's
financial condition or results of operations, and statements of
the  assumptions underlying or relating to any of the foregoing
statements.

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

<PAGE> 1

                  Letter to Stockholders

Despite  the chaotic and extraordinary business climate in  2008,
we  managed  to post reasonable returns, which, in light  of  the
global financial crisis, is a testament to our model of a diverse
mix of vertically integrated commodity businesses. Given the loss
of  confidence  in the private sector, the tightening  of  credit
from  financial institutions and the severe recession  worldwide,
we  are  fortunate to be in basic industries that may falter  but
should  not fail when managed carefully and conservatively.  With
government intervention around the world now a major force in the
fundamental  workings of economies, we don't expect a  turnaround
to  a  healthier  market-driven economy for an  extended  period.
Needless to say, these are startling times.

In 2008, we achieved the highest revenue in the Company's history
at  more  than  $4.2 billion, mostly as a result of  higher  unit
prices and, to a lesser extent, because of increased unit volume.
Operating income of $121.8 million was 28% less than in 2007  and
47%  less than our trailing five-year average. Generally, margins
suffered  due  to  higher costs, but prices of our  main  inputs,
namely grain, energy and transportation, declined sharply in  the
latter  half  of  the year and we hope it will be  less  volatile
going  forward.  In 2008, the price fluctuations  of  these  cost
components  were  nothing  short of  astounding,  and  we  did  a
credible  job  of  managing the risks. Of grave  concern  is  the
abrupt  slowdown in economies around the world and the  potential
for  protectionism  and  shrinking international  trade.  We  are
vulnerable in all major divisions as our reliance on exports from
the  U.S. and a market-driven economy are critical components  of
our success.

On  the  bright side, the Commodity Trading and Milling  Division
had  an unprecedented year in sales and operating income and  far
surpassed its previous records in both areas. Well managed  grain
and  ocean freight positions, expanded trade with third  parties,
including  results  of  our  newly  formed  Rice  business,   and
generally improved margins all contributed toward sales  of  $1.9
billion and operating income of $ 96.5 million. As wheat and feed
ingredient  prices moderated in the last half of  the  year,  our
milling  volumes recovered at many locations in  Africa  and  the
Americas, and we look forward to stability and perhaps growth  in
market  share  in  select countries. This past year,  we  altered
several company structures at overseas locations through mergers,
closures, expansions and additions, and we will continue to  make
such  changes where we believe it makes sense and when it affords
us  an  opportunity  to  improve  our  competitive  position.  We
continue  to  expand  our  integrated model  of  supplying  third
parties and our own affiliates with grain and grain by-products.

Seaboard Foods endured another year of high feed costs without  a
commensurate offset of higher product prices. Congress  has  not,
to date, legislated changes to the Renewable Fuel Standard, which
mandates  increased  production of  biofuels  through  2012.  The
unintended  consequence  of this provision  of  the  U.S.  Energy
Policy Act is the linking of the price of corn-based ethanol with
that  of fossil fuels. As a result, the production costs  of  all
animal  proteins, including pork, have risen dramatically due  to
higher  ingredient prices. We are optimistic that this  will  get
resolved  in  the  long term through market forces.  Until  then,
total  meat  supply, including beef and poultry,  should  shrink,
causing  a  better  balance  between cost  and  revenue  for  our
vertically integrated pork operations.

In Guymon, Oklahoma, we completed construction of our 30-million-
gallon  biodiesel facility and began production during the second
quarter. This plant allows us to use our own animal fat  as  well
as  raw  materials  from  third parties  as  inputs.  During  the
startup,   we  experienced  some  operational  difficulties   and
incurred  negative  margins for the year, but  we  expect  better
results in 2009. We also have enhanced our process to comply with
all newly implemented ASTM standards, which will allow us to meet
European  quality requirements and ship biofuel to these  markets
in  the  future. In addition, during the first half of  2009,  we
expect  to  complete the construction of our ham-boning operation
in  Reynosa,  Mexico, and commence operations there,  which  will
give   us  the  flexibility  to  produce  additional  value-added
products for the high-volume Mexican market.

2009  also will be a challenging year as processing margins  have
narrowed sharply and hog production losses will continue at least
through the spring. One mitigating factor in 2008 was that,  once
again,  the U.S. pork industry set a new record volume of exports
with  a  49%  year-over-year  increase.   Although  analysts  are
predicting a marginal decrease in these volumes in 2009,  we  are
optimistic  that  continued strong exports will support  domestic
prices. Currency levels, trade policies and economic health  will
significantly affect the level of pork exports that we realize in
2009.

In  April 2008, Seaboard Foods published its first sustainability
report  entitled  "Sustainability &  Stewardship."  We  are  very
excited  about  the release of this report as it illustrates  the
significant commitment that our company has made in the areas  of
quality,  customer service, employees, environment,  animal  care
and civic responsibility.

Seaboard Marine had another good year enjoying record volumes and
revenues.  Managing  costs,  particularly  fluctuating  fuel  and
charter  hire  costs, has been challenging with  overall  margins
narrowing. Considerable effort has been made to control expenses,
improve  customer  service through increased  frequency  of  port
calls  and solidify our

<PAGE> 2

U.S. and outport terminal infrastructures  with capital programs.
Of note, we extended our  terminal  lease at  the  Port  of Miami
through 2028, began vessel calls to and  from  Brooklyn,  NY, and
expanded our terminal facilities  in  Colombia and  the Dominican
Republic. We continue to upgrade our container  fleet and hope to
capitalize on lower ship values to upgrade  our fleet of vessels.

The  worldwide  container shipping industry will  be  plagued  by
overcapacity  in  2009  largely because of  the  global  economic
downturn. Given that Seaboard Marine's business hinges on healthy
multilateral  trade within the Americas, more so  than  in  other
global trade lanes, it is critical that government trade policies
and  local economies within our regions remain market driven  and
robust. These elements are in play this year, and a confluence of
negative  factors  could affect volumes and  rates  for  Seaboard
Marine.

Our  Sugar and Citrus operation in Argentina struggled this  past
year  despite the fact we realized higher revenue. Although sugar
margins  remained positive, citrus posted negative margins.  Amid
higher labor and administrative costs, operating income was  down
sharply.  We  are  reviewing our position in the citrus  business
this  year  with  a  view toward mitigating  some  of  the  risks
inherent in the fresh fruit and juice business.

The Argentine Government continues to attempt to manage inflation
by  putting price controls on certain staples and imposing export
taxes on critical agricultural products. This has resulted  in  a
degree  of political unrest among farmers, in particular, and  in
the business community as a whole. Because the sugar industry  is
a  large employer in many underdeveloped regions of Argentina, we
don't expect the government's actions to significantly affect our
business,  except for its support of higher labor costs.  On  the
positive  side, the government has legislated a biofuels  program
that  will create domestic demand for ethanol. The new law should
reduce  the  amount of sugar that the country and Tabacal  export
each  year  at market-clearing world prices. Recent  and  ongoing
investments  in boiler and distillery capacity will give  us  the
flexibility  to  use sugar cane production to manufacture  either
sugar   or  alcohol  for  the  local  market.  With  the  planned
completion  of our investment in co-generation in 2010,  we  will
have  an extremely cost-efficient and flexible facility that will
maximize  revenue from our farm production. Since our acquisition
in 1996, we have continually channeled profits into improving the
productive  assets of the Company, and we now have a world  class
sugar  cane production and processing complex that should provide
the necessary cash flows to return deployed capital.

Our power generation business in the Dominican Republic performed
well in 2008 with increased operating income. With formula-driven
sales   contracts   with  private  users  and  government-related
entities,  the  success  of the business is  determined  by  cost
containment  and efficient performance of heavy fuel engines.  On
March  2, 2009,  we  provisionally  sold  our  power  barges to a
company that plans  to  deploy  them to another location in early
2011.  Until  then,  we  will  continue  to  run the business and
fulfill our contractual  obligations to our current power  users.
Given  our working   knowledge  of  the  power  industry  in  the
Dominican Republic,  our  equity investment in a 300-MW  facility
and the goodwill we believe we have built among our customer base,
we plan to explore alternative energy investments in this country.
We  have enjoyed the support of the Dominican Republic government
and  the business community for 20 years and would like to remain
invested in this country.

Over  the  last  five years (2004-2008), Seaboard has  enjoyed  a
reasonable  measure  of  success  with  regard  to  share  price,
stockholder's  equity and revenue, realizing increases  of  323%,
180%  and  115%, respectively. Going forward, we face a different
set  of  challenges  with many factors outside  of  our  control.
However, we can work to manage costs and business risks,  fortify
our business model through integration and expansion and create a
healthy work environment and company culture. It is our hope that
we  can  accomplish this and, if successful, we  can  repeat  and
perhaps exceed our past financial performance.

As  always,  I  am  extremely  appreciative  of  the  hard  work,
integrity and company spirit that I see demonstrated day  in  and
day  out  at  Seaboard.  I am grateful  to  be  a  part  of  this
organization and I hope, as fellow shareholders, you are as well.


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


<PAGE> 3


                     Division Summaries


Pork Division
_________________________________________________________________

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

Seaboard's  processing facility is located in  Guymon,  Oklahoma.
The  facility  has  a  daily  double shift  capacity  to  process
approximately 18,500 hogs and generally operates at capacity with
additional weekend shifts depending on market conditions.  During
2008,  the  Pork  Division made modifications to  its  processing
plant   that   increased  daily  double   shift   capacity   from
approximately 16,800 hogs to approximately 18,500 hogs.  Seaboard
produces  and  sells  fresh and frozen pork products  to  further
processors,  foodservice operators, grocery stores,  distributors
and  retail outlets throughout the United States.  Seaboard  also
sells to distributors and further processors in Japan, Mexico and
other  foreign markets.  Hogs processed at the plant  principally
include  Seaboard-raised hogs as well as  hogs  raised  by  third
parties purchased under contract and in the spot market.

Seaboard's  hog  production facilities  consist  of  genetic  and
commercial  breeding, farrowing, nursery and finishing  buildings
located   in   Oklahoma,  Kansas,  Texas  and  Colorado.    These
facilities  have a capacity to produce approximately 4.0  million
hogs  annually.  Seaboard owns and operates six centrally located
feed mills to provide formulated feed to these facilities and has
additional feed milling capacity to support future growth.

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

In  the second quarter of 2008, Seaboard commenced production  of
biodiesel at a new facility constructed in Guymon, Oklahoma.  The
biodiesel  is produced from pork fat from Seaboard's Guymon  pork
processing  plant  and from animal fat supplied  by  non-Seaboard
facilities.   The  biodiesel  is sold  to  a  third  party.   The
facility  can  also produce biodiesel from vegetable  oil.   Also
during  2008,  Seaboard entered into an agreement  to  build  and
operate  a  majority-owned ham-boning  and  processing  plant  in
Mexico.  The plant is currently expected to be completed  in  the
first half of 2009.

Seaboard's  Pork Division has an agreement with  a  similar  size
pork processor, Triumph Foods LLC (Triumph), to market all of the
pork   products  produced  at  Triumph's  plant  in  St.  Joseph,
Missouri.   Pursuant  to  this agreement,  Seaboard  is  able  to
provide  the same quality assured products to its customers  that
are  produced in its own facilities.  The plant began  operations
in  January  2006 and Seaboard began marketing the  related  pork
products  for  a  fee  primarily based  on  the  number  of  head
processed  by Triumph Foods and is entitled to be reimbursed  for
certain expenses.

Commodity Trading & Milling Division
_________________________________________________________________

Seaboard's Commodity Trading & Milling Division markets grain and
oilseed products overseas to third party customers and affiliated
companies.   These  commodities  are  purchased  worldwide   with
primary destinations in Africa, South America, and the Caribbean.

The   division   annually   sources,   transports   and   markets
approximately  4.2  million metric tons of wheat,  corn,  soybean
meal,  rice and other related commodities to the food and  animal
feed  industries.   The  division  efficiently  provides  quality
products  and  reliable  services  to  industrial  customers   in
selected   markets.    Seaboard  integrates   the   delivery   of
commodities to its customers primarily through the use of company
owned and chartered bulk carriers.

Seaboard's  Commodity Trading and Milling Division has facilities
in  17 countries. The commodity trading business operates through
seven offices in six countries and one non-consolidated affiliate
location  in  South  America.   The grain  processing  businesses
operate  facilities at 25 locations in 12 countries  and  include
four consolidated and nine non-consolidated affiliates in Africa,
South  America,  and  the  Caribbean.  These  businesses  produce
approximately  2.5  million metric tons of finished  product  per
year.

<PAGE> 4

Marine Division
_________________________________________________________________

Seaboard's   Marine  Division  provides  containerized   shipping
service  between  the  United States, the  Caribbean  Basin,  and
Central   and  South  America.   Seaboard's  primary  operations,
located   in  Miami,  include  a  135,000  square-foot   off-port
warehouse  for cargo consolidation and temporary storage  and  an
81  acre  terminal at the Port of Miami.  At the Port of Houston,
Seaboard operates a 62 acre cargo terminal facility that includes
approximately 690,000 square feet of on-dock warehouse space  for
temporary  storage  of bagged grains, resins and  other  cargoes.
Seaboard also makes scheduled vessel calls to Brooklyn, New York,
Fernandina Beach, Florida, New Orleans, Louisiana and 40  foreign
ports.

Seaboard's  marine  fleet  consists of  12  owned  and  about  27
chartered   vessels,  as  well  as  approximately   55,000   dry,
refrigerated  and  specialized containers and  units  of  related
equipment.   Seaboard is the largest shipper in  terms  of  cargo
volume  to and from the Port of Miami.  Seaboard Marine  provides
direct  service to 25 countries.  Seaboard also provides extended
service  from  our  domestic ports of call to and  from  multiple
foreign  destinations  through a network  of  connecting  carrier
agreements with major regional and global carriers.

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

Other Divisions
_________________________________________________________________

In Argentina, Seaboard is involved in the production and refining
of  sugar  and the production and processing of citrus  products.
These  products are primarily marketed locally with some  exports
to  the United States, other South American countries and Europe.
Seaboard's  mill,  one  of  the  largest  in  Argentina,  has   a
processing capacity of approximately 230,000 metric tons of sugar
and approximately 13 million gallons of alcohol per year.  During
2008,  construction  was  completed  on  the  alcohol  distillery
operation which increased annual alcohol production capacity from
about  four million gallons to approximately 13 million  gallons.
The  mill  is located in the Salta Province of northern Argentina
with  administrative  offices  in  Buenos  Aires.   Approximately
60,000  acres of land owned by Seaboard in Argentina  is  planted
with  sugar cane, which supplies the majority of the raw  product
processed by the mill.  In addition, approximately 3,000 acres of
land  is  planted with orange trees.  Depending on local  harvest
and  market  conditions, sugar and citrus may be  purchased  from
third  parties  for  resale.  During  2008  this  division  began
construction of a 40 megawatt cogeneration power plant, which  is
expected to be completed in 2010.

Seaboard  owns two floating electric power generating  facilities
in  the  Dominican  Republic, consisting of a  system  of  diesel
engines  mounted  on  barges with a combined  rated  capacity  of
approximately 112 megawatts.  Seaboard operates as an independent
power  producer generating electricity for the local power  grid.
Seaboard  is  not  directly  involved  in  the  transmission   or
distribution  of  electricity but does  have  contracts  to  sell
directly  to  third  party  users.   Electricity  is  sold  under
contract  to  certain large commercial users, under a  short-term
contract with a government-owned distribution company and on  the
spot  market  that  is  accessed by  three  wholly  or  partially
government-owned distribution companies and limited  others.   On
March 2, 2009, an agreement became effective under which Seaboard
will  sell  the two barges.  Completion of the sale is  dependent
upon  the  satisfaction of several conditions, including  meeting
certain  baseline  performance and emission  tests.   Failure  to
satisfy  or  cure any deficiencies could result in the  agreement
being  terminated.  Seaboard is considering options  to  continue
its  power business in the Dominican Republic after the  sale  of
these assets is completed.

<PAGE> 5

                       Principal Locations



Corporate Office
______________________

Seaboard Corporation     Minoteri du Congo,       Seaboard de Colombia, S.A.
Merriam, Kansas           S.A.                     Colombia
                           Republic of Congo
Pork                                              Seaboard de Nicaragua, S.A.
______________________                             Nicaragua
                         Moderna Alimentos,
Seaboard Foods LLC        S.A.*
 Pork Division           Molinos Champion,        Seaboard del Peru, S.A.
  Office                  S.A.*                    Peru
   Merriam, Kansas       Molinos Electro
                          Moderna, S.A.*          Seaboard Freight & Shipping
 Processing Plant          Ecuador                 Jamaica Limited
   Guymon, Oklahoma                                 Jamaica
                         National Milling
 Live Production          Company of              Seaboard Honduras, S. de R.L.
  Operation Offices       Guyana, Inc.             de C.V.
   Julesburg, Colorado     Guyana                   Honduras
   Hugoton, Kansas
   Leoti, Kansas         National Milling         Seaboard Marine Bahamas Ltd.
   Liberal, Kansas        Corporation              Bahamas
   Rolla, Kansas          Limited
   Guymon, Oklahoma        Zambia                 Seaboard Marine (Trinidad)
   Hennessey, Oklahoma                             Ltd.
   Optima, Oklahoma      Rafael del Catillo         Trinidad
                          & Cia. S.A.*
Processed Meats            Colombia               Seaboard Marine of Haiti,
 Salt Lake City, Utah                              S.E.
 Missoula, Montana       Seaboard West              Haiti
                          Africa Limited
High Plains                Sierra leone           SEADOM, S.A.
 Bioenergy, LLC                                    Dominican Republic
  Guymon, Oklahoma       Unga Holdings
                          Limited*                SeaMaritima S.A. de C.V.
Commodity Trading &        Kenya and Uganda        Mexico
Milling
______________________

Commodity Trading        Marine                   Sugar and Citrus
  Operations             _______________________  __________________________
   Bermuda
   Colombia              Seaboard Marine Ltd.     Ingenio y Refineria San
   Ecuador                Marine Division Office   Martin del Tabacal SRL
   Miami, Florida          Miami, Florida           Argentina
   Peru*
   South Africa           Port Operations
   Switzerland             Brooklyn, New York     Power
                           Fernandina Beach,      __________________________
                            Florida
                           Houston, Texas         Transcontinental Capital
Les Moulins d'Haiti        Miami, Florida          Corp. (Bermuda) Ltd.
 S.E.M.*                   New Orleans,             Dominican Republic
  Haiti                    Louisiana

Lesotho Flour Mills
 Limited*                  Agencias Generales
  Lesotho                   Conaven, C.A.
                             Venezuela
Life Flour Mill Ltd.*
Top Feeds Limited*         Agencia Maritima
 Nigeria                    del Istmo, S.A.
                             Costa Rica
Minoterie de Matadi,
 S.A.R.L.*                 Cayman Freight
  Democratic Republic       Shipping Services,
  of Congo                   Ltd.
                              Cayman Islands

                           JacintoPort International LLC
                            Houston, Texas

                           Representaciones Maritimas y
                            Aereas, S.A.
                             Guatemala

                           Sea Cargo, S.A.
                            Panama

*Represents a non-controlled, non-consolidated affiliate

<PAGE> 6

                        Summary of Selected Financial Data


                                             Years ended December 31,

(Thousands of dollars except per share amounts)

                            2008       2007       2006       2005        2004

Net sales               $4,267,804 $3,213,301 $2,707,397 $2,688,894  $2,683,980

Operating income        $  121,809 $  169,915 $  296,995 $  320,045  $  251,254

Net earnings            $  146,919 $  181,332 $  258,689 $  266,662  $  168,096

Basic earnings per
 common share           $   118.19 $   144.15 $   205.09 $   212.20  $   133.94

Diluted earnings per
 common share           $   118.19 $   144.15 $   205.09 $   211.94  $   133.94

Total assets            $2,331,361 $2,093,699 $1,961,433 $1,816,321  $1,436,694

Long-term debt, less
 current maturities     $   78,560 $  125,532 $  137,817 $  201,063  $  262,555

Stockholders' equity    $1,459,355 $1,354,228 $1,203,307 $  977,870  $  692,682

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

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

In  the fourth quarter of 2005, Seaboard made a one-time election
to  repatriate  previously permanently invested foreign  earnings
resulting  in  a total tax expense of approximately  $11,586,000,
recognized  a tax benefit of $21,428,000 for the finalization  of
certain  tax years as a result of a settlement with the  Internal
Revenue Service and recognized a tax benefit of $4,977,000  as  a
result  of an agreement with the Puerto Rican Treasury department
that favorably resolved certain prior years' tax issues.  The net
effect  of  these  events  was an increase  in  net  earnings  of
$14,819,000,  or  $11.78 per common share on a  diluted  earnings
basis  for  the  year.  See Note 7 of the Consolidated  Financial
Statements for further discussion.

In  January 2005, Seaboard agreed to a tax settlement related  to
prior year tax returns resulting in a tax benefit of $14,356,000,
or  $11.44  per common share, which was recognized in the  fourth
quarter of 2004.

In  the  fourth quarter of 2004, Seaboard recognized a $3,592,000
decline  in  value  considered  other  than  temporary   in   its
investment in a Bulgarian wine business as a charge to loss  from
foreign  affiliates.   See Note 13 to the Consolidated  Financial
Statements  for further discussion.  As a result of its  decision
to  sell  this equity investment, in the fourth quarter of  2004,
Seaboard  recharacterized the related accounting for  income  tax
purposes from ordinary to capital losses, which resulted  in  the
reversal  of  a  previously recorded tax  benefit  of  $5,795,000
related to prior year losses.  The effect of these fourth quarter
events related to this business was a decrease in net earnings of
$9,387,000, or $7.48 per common share.

<PAGE> 7

                  Company Performance Graph

The  Securities  and  Exchange Commission  requires  a  five-year
comparison  of  stock performance for Seaboard with  that  of  an
appropriate broad equity market index and similar industry index.
Seaboard's  common  stock  is traded on  the  NYSE  Alternext  US
(formerly the American Stock Exchange).  On October 1, 2008,  the
NYSE  Euronext  completed its acquisition of the  American  Stock
Exchange.  The new entity is known as NYSE Alternext US,  however
the index is still referred to as the AMEX Composite and provides
an  appropriate  comparison  for  Seaboard's  stock  performance.
Because  there  is  no  single industry index  to  compare  stock
performance,  the  companies comprising the Dow  Jones  Food  and
Marine  Transportation Industry indices (the "Peer  Group")  were
chosen as the second comparison.

The  following  graph shows a five-year comparison of  cumulative
total  return  for  Seaboard, the AMEX Composite  Index  and  the
companies comprising the Dow Jones Food and Marine Transportation
Industry  indices weighted by market capitalization for the  five
fiscal   years   commencing  December  31,   2003,   and   ending
December  31, 2008.  The information presented in the performance
graph is historical in nature and is not intended to represent or
guarantee future returns.


             COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
          Among Seaboard Corporation, The AMEX Composit Index
                            And A Peer Group


                   The graph depicts data points below.

*$100 invested on 12/31/03 in stock & index-including
 reinvestment of dividends.  Fiscal year ending December 31.


The comparison of cumulative total returns presented in the above
graph was plotted using the following index values and common
stock price values:
                       12/31/03  12/31/04  12/31/05  12/31/06 12/31/07 12/31/08

  Seaboard Corporation  $100.00   $356.06   $540.27   $632.39  $527.50  $429.45
  AMEX Composite        $100.00   $124.13   $155.00   $184.30  $217.52  $132.72
  Peer Group            $100.00   $120.76   $115.63   $140.48  $149.92  $114.71

<PAGE> 8

               Quarterly Financial Data (unaudited)


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

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

2008

Net sales                  $ 993,668 $ 999,951 $1,131,691 $1,142,494 $4,267,804
Operating income           $  59,382 $   3,096 $   31,714 $   27,617 $  121,809
Net earnings               $  70,027 $  20,963 $   32,905 $   23,024 $  146,919
Earnings per common share  $   56.28 $   16.85 $    26.47 $    18.55 $   118.19
Dividends per common share $    0.75 $    0.75 $     0.75 $     0.75 $     3.00

Market price range per common share:

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

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

2007

Net sales                  $ 729,148 $ 742,219 $  801,328 $  940,606 $3,213,301
Operating income           $  56,818 $  34,462 $   49,601 $   29,034 $  169,915
Net earnings               $  49,355 $  42,657 $   52,572 $   36,748 $  181,332
Earnings per common share  $   39.13 $   33.82 $    41.75 $    29.40 $   144.15
Dividends per common share $    0.75 $    0.75 $     0.75 $     0.75 $     3.00

Market price range per common share:

                  High     $2,455.00 $2,675.00 $ 2,468.82 $ 1,955.00

                  Low      $1,760.00 $2,171.25 $ 1,850.99 $ 1,400.00

During  the  first, third and fourth quarters of  2008,  Seaboard
repurchased  369, 2,390 and 1,093 common shares respectively,  as
authorized  by Seaboard's Board of Directors.  During  the  third
and fourth quarters of 2007, Seaboard repurchased 8,643 and 8,446
common shares, respectively, as authorized by Seaboard's Board of
Directors.   See Note 12 to the Consolidated Financial Statements
for further discussion.

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

<PAGE> 9

            Management's Discussion & Analysis


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

OVERVIEW

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

Pork Segment

The  Pork  segment  is primarily a domestic  business  with  some
export  sales  to  Japan,  Mexico,  and  other  foreign  markets.
Revenues  from the sale of pork products are primarily  generated
from  a  single  hog processing plant in Guymon, Oklahoma,  which
operates   at  double  shift  capacity  and  two  bacon   further
processing  plants located in Salt Lake City, Utah and  Missoula,
Montana.   In  2008,  Seaboard  raised  about  75%  of  the  hogs
processed at the Guymon plant with the remaining hog requirements
purchased  primarily under contracts from independent  producers.
This  segment  is Seaboard's most capital intensive segment  with
approximately 61% of Seaboard's fixed assets and material  dollar
amounts for live hog inventories.

Of  Seaboard's businesses, management believes the  Pork  segment
also  has  the greatest exposure to commodity price fluctuations.
As  a result, this segment's operating income and cash flows  can
materially  fluctuate from year to year, significantly  affecting
Seaboard's  consolidated operating income and cash flows.   Sales
prices  are  directly  affected by both  domestic  and  worldwide
supply  and  demand for pork products and other  proteins.   Feed
costs  are the most significant single component of the  cost  of
raising  hogs and can be materially affected by prices  for  corn
and  soybean meal.  In addition, costs can be materially affected
by  market  prices  for  hogs purchased from  third  parties  for
processing at the plant.

The  Pork  segment  constructed a  processing  plant  to  produce
biodiesel  to  be sold to a third party.  Biodiesel  is  produced
from  pork  fat from Seaboard's Guymon pork processing plant  and
from  animal fat provided by other parties.  The processing plant
also  can  produce biodiesel from vegetable oil.  This plant  was
completed  in the second quarter of 2008.  During 2007 and  2008,
the  Pork  segment constructed additional hog finishing space  to
allow  hogs  more time to reach the desired weight for processing
at the Guymon plant.  During 2008, modifications were made to the
Guymon  hog  processing plant that increased daily  double  shift
processing  capacity  from approximately 16,800  hogs  to  18,500
hogs.  As  the  Guymon  plant operates at  capacity,  to  improve
operating income Seaboard is constantly working towards improving
the  efficiencies of the Pork operations as well  as  considering
ways to increase margins by expanding product offerings.

In  April  2008,  the Pork segment entered into an  agreement  to
build  and  operate  a majority-owned ham-boning  and  processing
plant  in  Mexico.   This  plant  is  currently  expected  to  be
completed  in the first half of 2009.  During the second  quarter
of  2008,  Seaboard  decided  to  indefinitely  delay  previously
announced  plans  to expand its processed meats  capabilities  by
either   constructing  a  separate  further   processing   plant,
primarily for bacon, or acquiring an existing facility.

During   2006,  Triumph  Foods  began  production  at  its   pork
processing  plant located in St. Joseph, Missouri,  and  Seaboard
began  marketing  the related pork products for a  fee  primarily
based  on  the number of head processed by Triumph  Foods.   This
plant  has a capacity similar to that of Seaboard's Guymon  plant
and  operates  upon  an  integrated  model  similar  to  that  of
Seaboard's.   Triumph Foods reached full double  shift  operating
capacity  during  2007.  Seaboard's sales  prices  for  its  pork
products are primarily based on a margin sharing arrangement that
considers  the average sales price and mix of products sold  from
both Seaboard's and Triumph Food's hog processing plants.

<PAGE> 10


Commodity Trading and Milling Segment

The  Commodity  Trading  and Milling segment  primarily  operates
overseas  with locations in Africa, Bermuda, South  America,  the
Caribbean   and   Europe.   These  foreign  operations   can   be
significantly  impacted  by  local  crop  production,   political
instability,  local  government policies, economic  and  industry
conditions, and currency fluctuations.  This segment's sales  are
also  significantly  affected by fluctuating  prices  of  various
commodities,  such  as  wheat,  corn,  soybean  meal  and   rice.
Although  this segment owns eight ships, most of the third  party
trading  business  is transacted with chartered  ships.   Charter
hire   rates,  influenced  by  available  charter  capacity   for
worldwide  trade  in bulk cargoes, and related  fuel  costs  also
affect business volumes and margins as they did during the recent
period of extreme price volatility.  The milling businesses, both
consolidated and non-consolidated affiliates, operate in  foreign
and, in most cases, lesser developed countries.  Subsidized wheat
and  flour exports can create fluctuating market conditions  that
can  have  a  significant impact on both the trading and  milling
businesses' sales and operating income.

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

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

Marine Segment

The Marine segment provides containerized cargo shipping services
primarily from the United States to 25 different countries in the
Caribbean  Basin, and Central and South America.   As  a  result,
fluctuations   in  economic  conditions  or  unstable   political
situations in the countries in which Seaboard operates can affect
import/export  trade  volumes.   In  prior  years,  when  certain
countries  experienced such instability, Seaboard's  volumes  and
operating  profits  were  significantly affected.   In  addition,
containerized cargo rates can fluctuate depending on local supply
and demand for shipping services.  This segment time-charters  or
leases  the  majority  of its ocean cargo  vessels  and  is  also
affected by fluctuations in charter hire rates and fuel costs.

In  recent years, Seaboard was able to raise cargo rates in  most
markets,  which has helped offset higher charter hire  rates  and
fuel  costs. As a result of cargo volume growth in recent  years,
this  segment's need for vessels and cargo carrying and  handling
equipment  has  increased  and is expected  to  increase  further
during  the next couple of years.  Seaboard continues to  explore
ways  to  increase  volumes  on  existing  routes  while  seeking
opportunities to broaden its route structure in the region.

Sugar and Citrus Segment

Seaboard's   Sugar  and  Citrus  segment  operates  a  vertically
integrated sugar and citrus production and processing complex  in
Argentina.   This  segment's  sales  and  operating  income   are
significantly  affected  by  local and  worldwide  sugar  prices.
Yields from the Argentine sugar harvest can have an impact on the
local  price  of  sugar.   Also, but to a  lesser  degree,  price
fluctuations  in the world market can affect local  sugar  prices
and  export sales volumes and prices.  Depending on local harvest
and market conditions, this business purchases from third parties
sugar  and  citrus  for  resale.  Over the  past  several  years,
Seaboard  made various modifications to this business to  improve
the efficiency of its operations.

The  functional currency of the Sugar and Citrus segment  is  the
Argentine peso.  The currency exchange rate can have an impact on
reported  U.S.  dollar sales, operating income  and  cash  flows.
Financing needs for the foreseeable future will remain  high  for
this  operation  as  a  result  of  ongoing  expansion  of  sugar
production,  construction  of  a 40 megawatt  cogeneration  power
plant  expected to be completed in 2010, and the payment of debt.
Seaboard  continues  to explore ways to improve  and  expand  its
existing  operations  while  considering  other  alternatives  to
expand this segment.

<PAGE> 11


All Other Segments

All  Other  segments primarily represents results from Seaboard's
Power division located in the Dominican Republic (DR).  The Power
division operates as an unregulated independent power producer in
the  DR  generating  power from diesel  engines  mounted  on  two
barges.   This division's financing needs have been  minimal  for
the  existing  operations.  During the past few years,  operating
cash   flows   have   fluctuated   from   inconsistent   customer
collections.  Seaboard has contracts to sell approximately 45% of
the  power it generates to certain government-approved commercial
large users under long-term contracts.  Seaboard also has a short-
term  contract  for  approximately  40%  of  its  power  with   a
government-owned distribution company.  This short-term  contract
exposes  Seaboard to a concentrated credit risk as the  customer,
from  time  to  time, has significant past due balances.   Energy
produced  in  excess of contracted amounts is sold  on  the  spot
market  primarily  to three wholly or partially  government-owned
distribution  companies  or  other  power  producers   who   lack
sufficient power production to service their customers.  Seaboard
continues  to  pursue  additional commercial contract  customers,
which would reduce dependency on the government for liquidity.

The  DR  regulatory body schedules power production based on  the
amount  of funds available to pay for the power produced and  the
relative  costs of the power produced.  Fuel is the largest  cost
component,  but  increases  in fuel prices  generally  have  been
passed  on  to  customers.  See footnote 13 to  the  Consolidated
Financial Statements for discussion on a pending sale of the  two
barges  in  the near future.  Seaboard is considering options  to
continue  its power business in the Dominican Republic after  the
sale  is completed.  In addition, Seaboard is pursuing additional
investment opportunities in the power industry.

LIQUIDITY AND CAPITAL RESOURCES

Summary of Sources and Uses of Cash

Cash and short-term investments as of December 31, 2008 increased
$39.3  million from December 31, 2007, while cash from  operating
activities  was  $109.9  million  for  2008.   The  increase  was
primarily  the  result of the combination of cash from  operating
activities,  an  increase in notes payable of  $79.4  million  in
excess  of cash used for capital expenditures of $134.6  million,
scheduled  principal payments of long-term debt of $11.7  million
and $5.0 million used to repurchase common stock as discussed  in
Note  12  to  the Consolidated Financial Statements.   Cash  from
operating activities for 2008 decreased $33.9 million compared to
2007, primarily reflecting lower net earnings for the year.

Cash and short-term investments as of December 31, 2007 decreased
$176.2  million from December 31, 2006, while cash from operating
activities  was  $143.9  million  for  2007.   The  decrease  was
primarily  the result of cash being used for capital expenditures
of  $164.2 million, a payment of $61.3 million for the repurchase
of   the  minority  interest  as  discussed  in  Note  2  to  the
Consolidated  Financial Statements, scheduled principal  payments
of  long-term  debt of $63.5 million and $30.5  million  used  to
repurchase  common  stock  as  discussed  in  Note  12   to   the
Consolidated   Financial   Statements.    Cash   from   operating
activities  for 2007 decreased $139.9 million compared  to  2006,
primarily  reflecting  lower  net  earnings  for  the  year   and
increases  in working capital needs in the Commodity Trading  and
Milling  segment primarily for increased amounts  of  receivables
and inventory.

Capital Expenditures, Acquisitions and Other Investing Activities

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

<PAGE> 12

In  April  2008,  the Pork segment entered into an  agreement  to
build  and  operate  a majority-owned ham-boning  and  processing
plant  in Mexico.  This plant is expected to be completed in  the
first  half  of  2009  at  a total cost  of  $10.0  million  with
approximately $1.8 million remaining to be spent in 2009.  During
the  second  quarter  of 2008, Seaboard decided  to  indefinitely
delay  previously announced plans to expand its  processed  meats
capabilities by either constructing a separate further processing
plant,  primarily  for bacon, or acquiring an existing  facility.
In  addition,  during the first quarter of 2008 Seaboard  decided
not  to  proceed with any investment in the previously  announced
consortium  to  construct two coal-fired  305  megawatt  electric
generating plants in the Dominican Republic.

The total 2009 capital expenditures budget is $111.0 million.  In
addition  to the project discussed above, the Pork segment  plans
to spend $18.4 million primarily for improvements to existing hog
facilities,  upgrades  to the Guymon pork  processing  plant  and
additional  facility upgrades and related equipment.  The  Marine
segment has budgeted $58.0 million primarily for additional cargo
carrying  and  handling equipment and port development  projects.
In  addition, management will be evaluating whether  to  purchase
additional  containerized cargo vessels for  the  Marine  segment
during  2009.  The Sugar and Citrus segment plans to spend  $24.5
million,  including  $15.0 million for the development  of  a  40
megawatt  cogeneration  power plant, with  the  remaining  amount
primarily  for  the  expansion  of cane  growing  operations  and
harvesting  equipment.  The cogeneration power plant is  expected
to  be  operational  by  the  second  quarter  of  2010  with  an
additional $6.0 million spent during 2010.  The balance  of  $8.3
million   is  planned  to  be  spent  in  all  other  businesses.
Management anticipates paying for these capital expenditures from
available  cash, the use of available short-term  investments  or
Seaboard's available borrowing capacity.  As of December 31, 2008
Seaboard   had  commitments  of  $32.6  million   to   spend   on
construction  projects,  purchase equipment,  and  make  facility
improvements.

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

During  2006  Seaboard invested $85.9 million in property,  plant
and  equipment, of which $30.3 million was expended in  the  Pork
segment,  $4.0  million  in  the Commodity  Trading  and  Milling
segment,  $30.4 million in the Marine segment, $18.4  million  in
the  Sugar  and Citrus segment and $2.8 million in the  remaining
businesses.  For the Pork segment, $12.9 million was spent on the
construction   of   a   biodiesel  plant  as   discussed   above,
improvements  to  the Guymon processing plant and  expanding  the
further  processing  capacity acquired  from  Daily's.   For  the
Marine  segment,  $23.1  million  was  spent  to  purchase  cargo
carrying and hauling equipment, expansion of port facilities  and
to purchase two containerized cargo vessels previously chartered.
In  the  Sugar and Citrus segment, the capital expenditures  were
primarily used for the purchase of land, expansion of the alcohol
distillery  operations, improvements to the mill, plantation  and
harvesting equipment.  All other capital expenditures were  of  a
normal  recurring  nature and primarily included  replacement  of
machinery and equipment, and general facility modernizations  and
upgrades.

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

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

<PAGE> 13

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

During the fourth quarter of 2006 Seaboard invested $4.6 million,
plus $0.7 million previously placed in escrow in 2004 for a total
of  $5.3  million, for a less than 20% ownership  interest  in  a
company  operating a 300 megawatt electricity generating facility
in the Dominican Republic.

Financing Activities, Debt and Related Covenants

On  July  10, 2008, Seaboard entered into an Amended and Restated
Credit Agreement that increased its committed line of credit from
$100.0  million  to $300.0 million.  This credit facility  has  a
term of five years, maturing July 10, 2013.

The  following table represents a summary of Seaboard's available
borrowing  capacity  as of December 31, 2008.   At  December  31,
2008,  borrowings outstanding under the committed lines of credit
totaled $115.0 million and borrowings under the uncommitted lines
of   credit   totaled  $5.6  million,  all  related  to   foreign
subsidiaries.   Letters  of credit reduced  Seaboard's  borrowing
capacity  under  its committed and uncommitted  credit  lines  by
$58.1   million   and   $1.3  million,  respectively,   primarily
representing $42.7 million for Seaboard's outstanding  Industrial
Development Revenue Bonds and $15.2 million related to  insurance
coverage.
                                                       Total amount
(Thousands of dollars)                                  available

Long-term credit facilities - committed                   $300,000

Short-term uncommitted demand notes                        134,341

Total borrowing capacity                                   434,341

Amounts drawn against lines                                120,567

Letters of credit reducing borrowing availability           59,347

Available borrowing capacity at December 31, 2008         $254,427

Seaboard  has  capacity  under existing  covenants  to  undertake
additional  debt financings of approximately $836.5 million.   As
of  December  31,  2008,  Seaboard  is  in  compliance  with  all
restrictive covenants relating to these arrangements.  See Note 8
to  the  Consolidated Financial Statements for a summary  of  the
material   terms  of  Seaboard's  credit  facilities,   including
financial ratios and covenants.

Scheduled  long-term debt maturities range from $1.5  million  to
$47.1  million  per year, for a total of $50.6 million  over  the
next  three years.  Although the current global liquidity  crisis
and  worldwide economic downturn could affect our ability to fund
operations,   management  believes  Seaboard's   combination   of
internally  generated  cash,  liquidity,  capital  resources  and
borrowing   capabilities  will  be  adequate  for  its   existing
operations  and  any  known  potential  plans  for  expansion  of
existing  operations  or business segments  for  2009.   Seaboard
recently  secured a $300.0 million line of credit for five  years
and  has  cash and short-term investments of $373.3 million  with
total  net  working capital of $779.8 million as of December  31,
2008.   In  management's view, the primary liquidity  issues  for
2009   pertain  to  its  customers'  and  suppliers'   liquidity,
financing capabilities and overall financial health, which  could
affect Seaboard's sales volumes or customer contract performance,
procurement  of  or  access  to needed  inventory,  supplies  and
equipment,  and the timely collection of receivables  along  with
related   potential  deterioration  in  the  receivables   aging.
Management    does,   however,   periodically   review    various
alternatives for future financing to provide additional liquidity
for  future  operating plans.  Regardless of the  current  global
business   climate,  management  intends  to   continue   seeking
opportunities  for expansion in the industries in which  Seaboard
operates,  utilizing  existing liquidity and available  borrowing
capacity,  and currently does not plan to pursue other  financing
alternatives.

On  August 7, 2007, the Board of Directors authorized Seaboard to
repurchase from time to time prior to August 31, 2009 up to $50.0
million  market  value  of its Common Stock  in  open  market  or
privately  negotiated purchases, of

<PAGE> 14

which $14.5 million  remained  available  at  December  31, 2008.
Under this  repurchase  plan,  Seaboard  used cash  to repurchase
3,852 shares of common stock  at a total price of $5.0 million in
2008 and 17,089 shares of  common  stock  at  a  total  price  of
$30.5 million in  2007.   The  stock repurchase will be funded by
cash on hand or available short-term borrowing capacity.   Shares
repurchased are retired and  resume  status  of  authorized   and
unissued shares.   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   modified   or
suspended  at  any  time  at  Seaboard's discretion.

Contractual Obligations and Off-Balance-Sheet Arrangements

The  following table provides a summary of Seaboard's contractual
cash obligations as of December 31, 2008.

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

Vessel time and
 voyage-charter commitments  $   99,731 $  94,985 $   4,746 $       - $       -

Contract grower finishing
 agreements                      96,416    12,043    23,003    19,632    41,738

Other operating lease
 payments                       298,259    16,661    29,435    27,206   224,957

Total lease obligations         494,406   123,689    57,184    46,838   266,695

Long-term debt                  125,614    47,054     3,505    33,102    41,953

Short-term notes payable        177,205   177,205         -         -         -

Other purchase commitments      692,743   459,746   165,150    67,847         -

Total contractual cash
 obligations and commitments $1,489,968 $ 807,694 $ 225,839 $ 147,787 $ 308,648

The  Marine segment enters into contracts to time-charter vessels
for use in its operations.  To support the operations of the Pork
segment,  Seaboard  has contract grower finishing  agreements  in
place  with  farmers  to  raise  a  portion  of  Seaboard's  hogs
according to specifications.  Seaboard has entered into grain and
feed  ingredient  purchase contracts  to  support  the  live  hog
operations  of  the  Pork  segment and  has  contracted  for  the
purchase  of  additional hogs from third parties.  The  Commodity
Trading  and  Milling  segment  enters  into  commodity  purchase
contracts and ocean freight contracts, primarily to support sales
commitments.    Seaboard  also  leases  various  facilities   and
equipment  under  noncancelable operating lease  agreements.   On
May  30,  2008, Seaboard Marine Ltd. ("Seaboard Marine"), entered
into  an  Amended and Restated Terminal Agreement with Miami-Dade
County   ("County")  for  Marine  Terminal  Operations  ("Amended
Terminal  Agreement"), pursuant to which Seaboard Marine  renewed
its  existing Terminal Agreement with the County at the  Port  of
Miami.  The Amended Terminal Agreement enables Seaboard Marine to
continue its existing operations at the Port of Miami.  See  Note
11  to  the  Consolidated  Financial  Statements  for  a  further
discussion  and  for a more detailed listing  of  other  purchase
commitments.

Seaboard  has also issued $2.0 million of guarantees  to  support
certain  activities  of  non-consolidated  affiliates  and  third
parties  who provide services for Seaboard.  See Note 11  to  the
Consolidated Financial Statements for a detailed discussion.

<PAGE> 15


RESULTS OF OPERATIONS

Net  sales  for  the  year ended December 31, 2008  increased  to
$4,267.8   million   from   $3,213.3   million   in   2007    and
$2,707.4 million for 2006.  The increase in net sales in 2008 was
primarily   the   result  of  significant  price  increases   for
commodities  sold  by the commodity trading business  and,  to  a
lesser   extent,  increased  commodity  trading   volumes.   Also
increasing sales were higher cargo rates and, to a lesser extent,
higher  cargo volumes for the Marine division.   The increase  in
net  sales in 2007 was primarily the result of higher prices  for
commodities  sold  by the commodity trading business  and,  to  a
lesser  extent,  increased commodity trading volumes  and  higher
volumes for marine cargo services.

Operating income decreased to $121.8 million in 2008, from $169.9
million  in  2007 and $297.0 million in 2006. The  2008  decrease
compared  to 2007 primarily reflected the higher feed  costs  for
hogs  as  a result of higher corn prices and, to a lesser extent,
higher  soybean  meal prices.  Also decreasing  operating  income
were lower margins on marine cargo services as a result of higher
fuel  prices  and other related operating costs.   The  decreases
were  partially offset by the result of higher commodity  trading
margins  that  are not expected to repeat and the effect  of  the
mark-to-market  of  derivatives  in  the  Commodity  Trading  and
Milling segment along with the higher cargo rates for the  Marine
division.  The 2007 decrease compared to 2006 primarily reflected
the  higher  feed costs for hogs, including the  effect  on  LIFO
reserves,  primarily from the increased price of corn and,  to  a
lesser degree, the effect of the mark-to-market of derivatives in
the  Commodity  Trading  and Milling  segment,  and  the  pension
settlement loss in the first quarter of 2007 as discussed in Note
10 of the Consolidated Financial Statements.

Pork Segment
(Dollars in millions)              2008       2007        2006

Net sales                       $ 1,126.0  $ 1,003.8   $ 1,002.7
Operating income (loss)         $   (45.9) $    39.5   $   138.3

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

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

Management  is  unable to predict future market prices  for  pork
products  or  the  cost  of feed and hogs  purchased  from  third
parties.   Raw  material  costs in feed  rations  were  extremely
volatile  during 2008 but have shown signs of stability recently,
although  at  levels  notably higher  than  historical  averages.
Absent  another  year of extreme market volatility  during  2009,
management  anticipates  this segment's  results  to  improve  to
profitable levels after the first quarter of 2009.  In  addition,
as  discussed  in  Note  2  and 6 to the  Consolidated  Financial
Statements,  there is a possibility that some  amount  of  either
goodwill  or other intangible assets not subject to amortization,
or  both,  related  to Daily's and some amount of  the  biodiesel
plant   could  be  deemed  impaired  during  some  future  period
including  fiscal 2009, which may result in a charge to  earnings
if current projections are not met.

Net sales of the Pork segment increased $1.1 million for the year
ended  December  31,  2007 compared to 2006.   The  increase  was
primarily  the  net  result of higher  overall  prices  for  pork
products sold and higher marketing fee income principally  offset
by lower overall sales volume of pork products.  While the number
of  hogs  processed  actually increased  slightly,  overall  pork
product sales were down slightly, primarily as a result of  lower
weights  of  internal  hogs  processed.   Overall,  export  sales
volumes  increased  significantly more than  export  sale  prices
decreased for an overall increase in export sales while  domestic
sale  volumes  decreased significantly more  than  domestic  sale
prices

<PAGE> 16

increased  for  an overall decrease  in domestic sales. Marketing
fee income increased as a result of an increase in  the number of
head processed by Triumph Foods.

Operating  income  decreased $98.8 million  for  the  year  ended
December 31, 2007 compared with 2006.  The decrease was primarily
a result of higher feed costs, primarily from the increased price
of  corn, and to a lesser extent, soybean meal, especially during
the fourth quarter of 2007.  Also decreasing operating income was
the  impact  of  using  the LIFO method for  determining  certain
inventory costs which decreased operating income by $25.0 million
in  2007  compared  to  an  increase of  $0.9  million  in  2006,
primarily  as a result of higher feed costs.  These higher  costs
were  partially offset by increased marketing fee income.  During
the  fourth  quarter  of  2007,  the  Pork  segment  incurred  an
operating  loss of $5.6 million primarily from the negative  LIFO
impact of $9.8 million.

Commodity Trading and Milling Segment

(Dollars in millions)                2008       2007      2006

Net sales                         $ 1,897.4  $ 1,152.0  $  735.6
Operating income                  $    96.5  $    20.9  $   37.2
Income from foreign affiliates    $    12.6  $     5.2  $    6.3

Net  sales of the Commodity Trading and Milling segment increased
$745.4  million for the year ended December 31, 2008 compared  to
2007.   The  increase was primarily the result  of  significantly
higher  prices  of  commodities sold  by  the  commodity  trading
business,  especially wheat, and, to a lesser  extent,  increased
commodity  trading volumes.  The increased trading  volumes  were
primarily a result of Seaboard expanding its business in new  and
existing markets, including trading rice.  As worldwide commodity
price  fluctuations cannot be predicted, management is unable  to
predict the level of future sales.

Operating  income  increased $75.6 million for 2008  compared  to
2007.   The  increase  primarily  reflected  increased  commodity
trading  margins and, to a lesser extent, the increased commodity
trading  volumes  discussed  above.  The  increase  in  commodity
trading   margins  primarily  reflected  certain  long  inventory
positions, principally wheat, previously taken by Seaboard, which
provided higher than average commodity trading margins during the
first   half   of  2008,  as  the  price  of  these   commodities
significantly  increased to historic highs at the time  of  sale.
However, management does not expect to be able to continue  these
significant  favorable  margins  in  2009.   The  increase   also
reflected the $31.3 million fluctuation of marking to market  the
derivative contracts as discussed below.

Due  to  the uncertain political and economic conditions  in  the
countries  in which Seaboard operates and the current  volatility
in  the  commodity markets management is unable to predict future
sales  and  operating  results.  However, management  anticipates
positive operating income for 2009 although materially lower than
2008,  excluding  the  potential effects  of  marking  to  market
derivative  contracts. It should be noted the unprecedented  high
level  of  grain  prices during the first half of  2008  and  the
significant  decrease in grain prices during the second  half  of
2008  increase  certain business risks for each of the  commodity
trading, consolidated milling and foreign affiliate operations in
this   segment.   Those  risks,  including  holding  high  priced
inventory  or  the  potential  for  reduced  sales  volumes,  can
increase if governments impose sales price controls, grain prices
remain  volatile and/or competitors hold lower priced  positions,
or  customers  default,  which could  result  in  write-downs  of
inventory  values  and  an  increase in  bad  debt  expense.   In
addition,  see  Note  4 to the Condensed Consolidation  Financial
Statement for discussion regarding certain grain inventories  and
related  write-downs  for 2008.  If any  one  or  more  of  these
conditions  develop, the result could materially lower  operating
income and could result in operating losses for any one or all of
the   commodity  trading,  consolidated  milling  and/or  foreign
affiliate operations.

If  Seaboard  had  not applied mark-to-market accounting  to  its
derivative instruments, operating income for 2008 and 2006  would
have  been lower by $18.1 million and $6.2 million, respectively,
and  operating  income for 2007 would have been higher  by  $13.2
million.   While  management believes its commodity  futures  and
options,   foreign   exchange  contracts  and   forward   freight
agreements are primarily economic hedges of its firm purchase and
sales contracts or anticipated sales contracts, Seaboard does not
perform  the  extensive record-keeping required  to  account  for
these  types  of transactions as hedges for accounting  purposes.
Accordingly,  while  the  changes  in  value  of  the  derivative
instruments  were marked to market, the changes in value  of  the
firm  purchase or sales contracts were not marked to  market.  As
products   are   delivered  to  customers,  these  mark-to-market
adjustments  should  be primarily offset by realized  margins  as
revenue  is recognized.  Accordingly, these mark-to-market  gains
could reverse in fiscal 2009.


<PAGE> 17

Income  from  foreign affiliates for the year ended December  31,
2008  increased $7.4 million from 2007 as a result  of  favorable
market  conditions.  Based on the uncertainty of local  political
and  economic situations in the countries in which the flour  and
feed  mills  operate,  management cannot predict  future  results
although  management  anticipates that 2009 income  from  foreign
affiliates will be lower than 2008.

Net  sales of the Commodity Trading and Milling segment increased
$416.4  million for the year ended December 31, 2007 compared  to
2006.   The  increase  primarily reflected increased  prices  for
commodities sold, especially for wheat, and, to a lesser  extent,
increased  commodity  trading volumes with  third  parties.   The
increased  trading  volumes to third  parties  were  primarily  a
result  of  Seaboard expanding its business in new  and  existing
markets.

Operating  income  decreased $16.3 million for 2007  compared  to
2006.  This decrease primarily reflected the fluctuation of $19.3
million  in 2007 compared to 2006 of marking to market derivative
contracts, as discussed below.  The decrease was also the  result
of  lower margins from certain milling operations, especially  in
Zambia.  The lower margins at certain milling locations were  the
result  of  less  favorable  market  conditions,  primarily  from
competitive   pressures  and  higher  wheat   costs.    Partially
offsetting  these decreases were increased margins on  sales  per
metric  ton  to  certain foreign non-consolidated affiliates  and
also  increased  trading volumes to third  parties  as  discussed
above.

Income  from  foreign affiliates for the year ended December  31,
2007  decreased  $1.1  million from 2006  as  a  result  of  less
favorable  market conditions primarily from competitive pressures
and higher wheat costs.

Marine Segment

(Dollars in millions)           2008       2007         2006

Net sales                     $  958.0   $  822.2     $  741.6
Operating income              $   62.4   $  104.2     $  106.0

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

Operating  income  decreased by $41.8 million compared  to  2007.
The  decrease  was  primarily the result of significantly  higher
fuel  costs  for vessels on a per unit shipped basis.   Operating
income also decreased as a result of higher operating costs on  a
per  unit  shipped basis including charter hire and  owned-vessel
operating  costs, trucking, terminal costs and  stevedoring.   In
addition,  the  decrease reflected an accounting  error  totaling
$6.3  million relating to prior periods that was recorded in  the
second   quarter  of  2008,  as  discussed  in  Note  1  to   the
Consolidated  Financial  Statements.  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 2009.  However, given the recent
decline  in  global  trade,  management  anticipates  a  material
decrease in operating income during 2009 compared to 2008 despite
expected lower charter hire and fuel expenses.

Net  sales of the Marine segment increased $80.6 million for  the
year  ended  December 31, 2007, compared to 2006 primarily  as  a
result of higher cargo volumes.  Cargo volumes were higher  as  a
result of continued favorable economic conditions in most markets
served and the expansion of services provided in certain markets.
Cargo  rates  remained relatively flat as a result  of  increased
competition.   Operating income decreased by  $1.8  million  over
2006.   The decrease was primarily the result of higher dry  dock
expenses  and  increased fuel costs for vessels  on  a  per  unit
shipped  basis more than offsetting the increase in higher  cargo
volumes discussed above.

<PAGE> 18


Sugar and Citrus Segment

(Dollars in millions)                    2008     2007     2006

Net sales                              $ 142.1  $ 125.9  $ 123.4
Operating income                       $   3.7  $  15.5  $  19.2
Income (loss) from foreign affiliates  $   0.5  $   0.4  $  (1.1)

Net sales of the Sugar and Citrus segment increased $16.2 million
for  the  year  ended December 31, 2008 compared  to  2007.   The
increase  primarily  reflected  higher  domestic  sugar   prices.
Although   domestic  Argentine  prices  increased,   governmental
authorities continue to attempt to control inflation by  limiting
the  price  of  basic commodities, including sugar.  Accordingly,
management  cannot predict whether sugar prices will continue  to
increase  for  2009.   Seaboard expects to at least maintain  its
historical sales volume to Argentinean customers.

Operating income decreased $11.8 million during 2008 compared  to
2007  primarily as a result of losses incurred by the citrus  and
juice  businesses,  principally from citrus  quality  issues  and
increased  production costs for the juice business.  In addition,
operating  income  decreased as a result of  higher  selling  and
administrative  personnel costs.  Total gross margin  from  sugar
sales  did  not increase in 2008 compared to 2007 as  the  higher
sugar  prices discussed above were primarily offset by  a  higher
percentage  of sales from sugar purchased from third parties  for
resale.  This sugar had a significantly lower margin compared  to
sugar  produced  by  Seaboard.  Increased production  costs  also
affected  gross  margin  from sugar sales.    Management  expects
higher  operating  income in this segment for  2009  compared  to
2008.  In addition, management is reviewing its strategic options
for  the  citrus business in light of what may be  a  continually
difficult operating environment.

Net  sales of the Sugar and Citrus segment increased $2.5 million
for  the  year  ended December 31, 2007 compared  to  2006.   The
increase primarily reflected higher citrus sales partially offset
by  lower  sugar  sales.  Citrus sales increased primarily  as  a
result  of  higher sales volume from larger purchases  of  citrus
from  third parties for resale during the fourth quarter of  2007
compared to 2006.  Sugar sales decreased primarily as a result of
lower  sales  volume  partially offset by higher  domestic  sugar
prices.   Sales  volumes decreased primarily  from  lower  export
sales  as the result of lower sales of purchased sugar from third
parties  for  resale.   Operating income decreased  $3.7  million
during  2007  compared to 2006 primarily as a  result  of  higher
overall  sugar  production  costs in  excess  of  domestic  price
increases,   as  discussed  above,  and  also  an   increase   in
administrative expenses, primarily from higher personnel costs.

The  loss  from foreign affiliates in 2006 primarily  represented
the  expense of canceling a franchisee agreement incurred  during
the first quarter of 2006.

All Other Segments

(Dollars in millions)                 2008      2007     2006

Net sales                           $ 144.3   $ 109.4  $ 104.2
Operating income                    $   8.9   $   6.0  $  10.0
Loss  from  foreign affiliate       $     -   $  (1.7) $  (1.2)

Net  sales  and operating income for all other segments primarily
represented  results from the Dominican Republic Power  division.
Net  sales  increased  $34.9 million for 2008  compared  to  2007
primarily  as  a result of higher rates.  The higher  rates  were
attributable  primarily  to higher fuel  costs,  a  component  of
pricing.   Operating  income increased $2.9 million  during  2008
compared  to 2007 primarily as a result of higher rates being  in
excess  of  higher fuel costs.  Management cannot predict  future
fuel  costs or the extent to which rates will fluctuate  compared
to  fuel costs, although management anticipates this division  to
remain  profitable  in  2009.  See Note 13  to  the  Consolidated
Financial  Statements for the potential future  sale  of  certain
assets of this business.

Net  sales increased $5.2 million for the year ended December 31,
2007 compared to 2006 primarily as a result of higher rates.  The
higher rates were attributable primarily to higher fuel costs,  a
component  of  pricing.  Operating income decreased $4.0  million
during  2007  compared to 2006.  The decrease was  primarily  the
result  of fuel cost increases being higher than the increase  in
rates discussed above.  The decrease was also the result of,  but
to  a lesser extent, lower recovery of bad debts during 2007 than
2006  which resulted in a reversal of bad debt expense  for  each
year.

<PAGE> 19

The  loss  from  foreign  affiliate in 2007  and  2006  reflected
Seaboard's share of losses from its equity method investment in a
Bulgarian  wine  business  (the Business).   In  2007  and  2006,
Seaboard  recorded  50%  of the losses  from  the  Business.   No
additional  losses were incurred in 2008 or will be  incurred  in
future years as Seaboard has discontinued using the equity method
of accounting for this investment and there was no remaining book
value  as  of  December 31, 2007.  See Note 5 to the Consolidated
Financial Statements for further discussion.

Selling, General and Administrative Expenses

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

SG&A  expenses for the year ended December 31, 2007 increased  by
$14.8  million  from 2006 to $172.1 million.  This  increase  was
primarily due to increased personnel costs principally related to
the growth of the business and, to a lesser extent, the result of
the  $3.7 million pension settlement loss recognized in the first
quarter  of 2007 related to Mr. H. H. Bresky's retirement payment
in  February  2007  as discussed in Note 10 to  the  Consolidated
Financial   Statements.   As  a  percentage  of  revenues,   SG&A
decreased to 5.4% for 2007 compared to 5.8% for 2006 primarily as
a  result of increased sales in the Commodity Trading and Milling
and Marine segments.

Interest Expense

Interest  expense  totaled  $15.4  million,  $12.6  million   and
$18.8  million  for the years ended December 31, 2008,  2007  and
2006, respectively.  Interest expense increased for 2008 compared
to 2007, primarily as a result of a higher average level of short-
term  borrowings outstanding during 2008 partially  offset  by  a
lower   average   level  of  long-term  borrowings   outstanding.
Interest  expense decreased for 2007 compared to 2006, reflecting
a  lower average level of long-term borrowings outstanding during
2007 and lower average interest rates on short-term borrowings.

Interest Income

Interest  income totaled $14.9 million, $18.9 million  and  $25.3
million  for  the years ended December 31, 2008, 2007  and  2006,
respectively.   The  decrease  for  2008  primarily  reflected  a
decrease  in  average  funds invested.   The  decrease  for  2007
primarily   reflected   a  decrease  in  interest   received   on
outstanding  customer receivable balances in the Power  division,
partially  offset  by an increase in average funds  invested  and
higher interest rates on funds invested.

Minority and Other Noncontrolling Interests

Minority  and  other noncontrolling interests  expense  decreased
$6.9  million in 2007 compared to 2006, primarily a result of  no
longer  having the minority interest associated with the  Daily's
acquisition  due  to  the equity interest  being  repurchased  by
Seaboard effective January 1, 2007 as discussed in Note 2 of  the
Consolidated Financial Statements.

Foreign Currency Gains (Losses)

Foreign  currency  gains (losses) totaled $(19.7)  million,  $0.1
million  and $1.2 million for the years ended December 31,  2008,
2007  and  2006, respectively.  The fluctuation for 2008 compared
to  2007  primarily related to currency translation and  realized
losses  in the commodity trading business related to transactions
denominated  in South African rand and, to a lesser  extent,  the
Euro  Zone  euro principally during the fourth quarter  of  2008.
Although   Seaboard  does  not  utilize  hedge  accounting,   the
commodity trading business does utilize foreign currency exchange
contracts  to  manage its risks and exposure to foreign  currency
fluctuations caused by the South African rand and the  Euro  Zone
euro.   Management believes the gains and losses,  including  the
mark-to-market  effects,  of  these  foreign  currency  contracts
relate  to  the underlying commodity transactions and  classifies
such  gains and losses in cost of sales.   In addition, the  2008
loss  includes currency losses related to the yen based borrowing
by  the  Sugar  & Citrus segment, principally during  the  fourth
quarter of 2008.  A significant portion of this currency loss was
offset  by  a  currency gain on the underlying  debt,  which  was
recorded in a cumulative translation adjustment account in equity
as  of  December 31, 2008.  Seaboard operates in many  developing
countries.   The  political  and  economic  conditions  of

<PAGE> 20

these  markets, along with  fluctuations in the value of the U.S.
dollar,  cause   volatility  in  currency  exchange  rates  which
exposes Seaboard to fluctuating foreign currency gains and losses
which cannot be predicted by Seaboard.

Other Investment Income, Net

Other  investment income, net totaled $7.5 million, $6.1  million
and  $4.4 million for the years ended December 31, 2008, 2007 and
2006,  respectively.  Other investment income for 2008  primarily
reflected $8.9 million on equity securities transactions,  income
of  $7.6  million in the Power division related to the settlement
of  a  receivable,  not  directly related  to  its  business  and
purchased  at a discount, and income of $1.1 million  related  to
the assignment of rights related to an investment as discussed in
Note  13  to  the  Consolidated Financial Statements.   Partially
offsetting the above income items was a $9.6 million loss in  the
mark-to-market  value of Seaboard's investments  related  to  the
deferred  compensation programs in 2008.  The increase  for  2007
compared  to  2006  primarily  reflected  a  $3.6  million   gain
recognized  by  the  Power  division  for  the  settlement  of  a
receivable, not related to its business, purchased at a discount.

Miscellaneous, Net

Miscellaneous, net totaled $2.5 million, $5.2 million  and  $10.2
million  for  the years ended December 31, 2008, 2007  and  2006,
respectively.   During  the  second  quarter  of  2007,  Seaboard
recognized  a  gain  of $4.1 million from a favorable  settlement
received  in  June  2007  related  to  a  land  expropriation  in
Argentina.   This  land settlement was recorded as  miscellaneous
income  since  the  land  was expropriated  prior  to  Seaboard's
purchase of the sugar and citrus business, thus never a  part  of
the  sugar and citrus operations recorded by Seaboard.  For 2006,
miscellaneous,  net  included the impact of Seaboard  terminating
all interest rate exchange agreements resulting in a gain of $3.4
million  related to these swaps.  See Note 9 to the  Consolidated
Financial Statements for additional discussion.  Also included in
2006  was  income of $5.4 million of put option value  change  as
discussed in Note 2 to the Consolidated Financial Statements.

Income Tax Expense

The  effective  tax  rate decreased for  2008  compared  to  2007
primarily from lower domestic taxable income resulting in  a  tax
benefit  based  on domestic taxable loss compared to  permanently
deferred foreign earnings.  The effective tax rate decreased  for
2007  compared  to  2006  primarily from lower  domestic  taxable
income  resulting in a higher percentage of permanently  deferred
foreign  earnings compared to domestic taxable income and,  to  a
lesser  extent, a change in valuation allowances resulting  in  a
net  benefit  in  2007. See Note 7 to the Consolidated  Financial
Statements for additional discussion of these items.

OTHER FINANCIAL INFORMATION

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

In   December  2007,  the  FASB  issued  Statement  of  Financial
Accounting  Standards  (FAS) No. 141(R), "Business  Combinations"
(FAS  141R).  This statement defines the acquirer as  the  entity
that  obtains  control of one or more businesses in the  business
combination,  establishes the acquisition date as the  date  that
the  acquirer  achieves  control and  requires  the  acquirer  to
recognize  the  assets  acquired,  liabilities  assumed  and  any
noncontrolling  interest  at  their  fair  values   as   of   the
acquisition date.  This statement also requires that acquisition-
related  costs of the acquirer be recognized separately from  the
business  combination and will generally be expensed as incurred.
Seaboard  will be required to adopt this statement as of  January
1,  2009.  The impact of adopting FAS 141R will be limited to any
future business combinations for which the acquisition date is on
or after January 1, 2009.

In  December  2007, the FASB issued FAS No. 160,  "Noncontrolling
Interests  in  Consolidated Financial Statements-an amendment  of
ARB No. 51" (FAS 160).  This statement will change the accounting
and   reporting   for   minority   interests,   which   will   be
recharacterized as noncontrolling interests and classified  as  a
component  of  equity.  Seaboard will be required to  adopt  this
statement  as  of  January  1,  2009.   Management  believes  the
adoption of FAS 160 will not have a material impact on Seaboard's
financial position or net earnings.

<PAGE> 21

In  February 2008, the FASB issued FASB Staff Position (FSP)  FAS
157-2  which amended FAS No. 157, "Fair Value Measurements"  (FAS
157).   This  FSP  defers  the effective  date  of  FAS  157  for
nonfinancial  assets  and  nonfinancial liabilities,  except  for
items  that  are  recognized or disclosed at  fair  value  in  an
entity's  financial  statements on a recurring  basis  (at  least
annually).  Seaboard will be required to adopt FAS 157 for  these
nonfinancial assets and nonfinancial liabilities as of January 1,
2009,  which primarily pertains to impairment charges related  to
goodwill, other intangible assets not subject to amortization and
property, plant and equipment.  Management believes the  adoption
of FAS 157 deferral provisions will not have a material impact on
Seaboard's financial position or net earnings.

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

CRITICAL ACCOUNTING ESTIMATES

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

Allowance  for  doubtful  accounts - Seaboard  primarily  uses  a
specific  identification approach, in management's best judgment,
to   evaluate   the  adequacy  of  this  reserve  for   estimated
uncollectible  receivables as of the consolidated  balance  sheet
date.   Changes  in estimates, developing trends  and  other  new
information  can  have a material effect on  future  evaluations.
Furthermore,  Seaboard's total current and long-term  receivables
are  heavily weighted toward foreign receivables ($268.7  million
or  69.1%  at December 31, 2008), including receivables due  from
foreign  affiliates  ($100.4 million at December  31,  2008)  and
receivables in the Power division, which generally represent more
of  a collection risk than its domestic receivables.  Receivables
due   from  foreign  affiliates  are  generally  associated  with
entities  located in foreign countries considered underdeveloped,
as  discussed  below,  which  can experience  conditions  causing
sudden  changes to their ability to repay such receivables  on  a
timely  basis or in full.  For the Power division which  operates
in  the  Dominican Republic (DR), collection patterns  have  been
sporadic and are sometimes based upon negotiated settlements  for
past  due  receivables  resulting in material  revisions  to  the
allowance for doubtful accounts from year to year.  For  example,
currently the Power division sells approximately 40% of its power
generation  to  a government-owned distribution company  under  a
short-term  contract  for  which Seaboard  bears  a  concentrated
credit risk as this customer is usually behind in its payments on
account.   As  of  December 31, 2008, this customer  account  had
billings  outstanding of $27.3 million, including  $20.0  million
classified  as long-term.   Future collections of receivables  or
lack  thereof  could  result in a material charge  or  credit  to
earnings  depending on the ultimate resolution of each individual
customer  past  due receivable.  Bad debt expense for  the  years
ended  December  31, 2008, 2007 and 2006 was $0.8  million,  $1.4
million and $2.5 million, respectively.

Valuation  of Inventories - Inventories are generally  valued  at
the  lower  of cost or market.  In determining market, management
makes  assumptions regarding replacement costs,  estimated  sales
prices,  estimated costs to complete, estimated  disposal  costs,
and  normal  profit margins.  For commodity trading  inventories,
when  contract  performance  by a  customer  becomes  a  concern,
management must also evaluate available options to dispose of the
inventory,   including  assumptions  about  potential  negotiated
changes to sales contracts, sale prices in alternative markets in
various    foreign    countries   and   potentially    additional
transportation  costs.   At  times,  management   must   consider
probability   weighting  various  viable  alternatives   in   its
determination  of  the net realizable value of  the  inventories.
These assumptions and probabilities are subjective in nature  and
are  based on management's best estimates and judgments  existing
at  the time of preparation.  Changes in future market prices  of
grains  or  facts and circumstances could result  in  a  material
write-down  in value of inventory or increased future margins  on
the  sale of inventory.  See Note 4 to the Consolidated Financial
Statements for further discussion of inventories with a value  of
approximately  $27.9  million  that  are  committed  to   various
customers  in  foreign  countries  for  which  customer  contract
performance is a heightened concern as of December 31, 2008.

<PAGE> 22

Impairment  of  Long-lived Assets - At each balance  sheet  date,
long-lived  assets, primarily property, plant and equipment,  are
reviewed  for  impairment when events or changes in circumstances
indicate  that  the  carrying  amount  may  not  be  recoverable.
Recoverability  of assets to be held and used is  measured  by  a
comparison of the carrying amount of the asset to future net cash
flows  expected  to  be generated by the asset  group.   If  such
assets  are  considered  to be impaired,  the  impairment  to  be
recognized is measured by the amount by which the carrying amount
of  the assets exceeds the fair value of the assets.  Some of the
key  assumptions  utilized in determining future  projected  cash
flows  include  estimated  growth rates,  expected  future  sales
prices  and  estimated  costs. In some cases,  judgment  is  also
required in assigning probability weighting to the various future
cash  flow scenarios.  The probability weighting percentages used
and  the  various future projected cash flow models  prepared  by
management are based on facts and circumstances existing  at  the
time  of preparation and management's best estimates and judgment
of   future  operating  results.   Seaboard  cannot  predict  the
occurrence  of certain future events that might adversely  affect
the  reported value of long-lived assets, which include  but  are
not  limited  to,  a  change in the business climate,  government
incentives,  a negative change in relationships with  significant
customers, and changes to strategic decisions made in response to
economic  and  competitive conditions.  Changes in  these  facts,
circumstances  and  management's  estimates  and  judgment  could
result  in an impairment of fixed assets resulting in a  material
charge  to  earnings.   See Note 6 to the Consolidated  Financial
Statements  for  further discussion on the Pork Segment  and  its
recorded  value  for  the  biodiesel processing  plant  of  $45.3
million.

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

Income Taxes - Income taxes are determined by management based on
current   tax   regulations  in  the  various  worldwide   taxing
jurisdictions  in  which  Seaboard  conducts  its  business.   In
various situations, accruals have been made for estimates of  the
tax  effects  for certain transactions, business structures,  the
estimated  reversal  of timing differences and  future  projected
profitability  of  Seaboard's various  business  units  based  on
management's interpretation of existing facts, circumstances  and
tax  regulations.   Should  new  evidence  come  to  management's
attention  which could alter previous conclusions  or  if  taxing
authorities  disagree with the positions taken by  Seaboard,  the
change  in  estimate  could  result  in  a  material  adverse  or
favorable   impact   on   the  financial   statements.    As   of
December  31,  2008, Seaboard has deferred tax  assets  of  $61.8
million,  net  of the valuation allowance of $21.1  million,  and
deferred tax liabilities of $128.8 million.  For the years  ended
December  31,  2008, 2007 and 2006, income tax  expense  included
$(6.3)  million, $(22.5) million and $6.5 million,  respectively,
for  deferred  taxes to federal, foreign, state and local  taxing
jurisdictions.

<PAGE> 23

Accrued Pension Liability - The measurement of Seaboard's pension
liability  and  related  expense is dependent  on  a  variety  of
assumptions   and  estimates  regarding  future  events.    These
assumptions  include discount rates, assumed rate  of  return  on
plan  assets,  compensation increases, turnover rates,  mortality
rates and retirement rates.  The discount rate and return on plan
assets   are   important  elements  of  liability   and   expense
measurement and are reviewed on an annual basis.  The  effect  of
changing  the  discount rate and assumed rate of return  on  plan
assets  by  50  basis  points would increase pension  expense  by
approximately  $1.3  million per year.   The  effects  of  actual
results differing from the assumptions (i.e. gains or losses) are
primarily  accumulated in accrued pension liability and amortized
over  future periods and, therefore, generally affect  Seaboard's
recognized  pension  expense in such future  periods  unless  the
actual  results  fall within the 10% corridor as permitted  under
FAS  No.  87, "Employers' Accounting for Pensions".  Accordingly,
accumulated  gains or losses in excess of 10% of the  greater  of
plan  assets  or the projected benefit obligation  are  amortized
over  the  average  future service of active  participants.   The
unrecognized  losses as of December 31, 2008  exceeded  this  10%
threshold  as  a  result  of  the significant  investment  losses
incurred  during  2008.  As a result, Seaboard's pension  expense
for  its  defined  benefit  pension plan  for  its  salaried  and
clerical  employees will increase by approximately  $3.0  million
for  2009 as compared to 2008 due to loss amortization.  See Note
10   to   the  Consolidated  Financial  Statements  for   further
discussion   of  management's  assumptions  and  projected   2009
expense.

DERIVATIVE INFORMATION

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

Changes  in  commodity prices affect the cost  of  necessary  raw
materials and other inventories, finished product sales and  firm
sales  commitments.   Seaboard uses  various  grain  and  oilseed
futures and options purchase contracts to manage certain risks of
increasing prices of raw materials and firm sales commitments  or
anticipated sales contracts.  Short sales contracts are then used
to   offset  the  open  purchase  derivatives  when  the  related
commodity  inventory is purchased in advance  of  the  derivative
maturity,  effectively offsetting the initial futures  or  option
purchase  contract.  From time to time, hog futures are  used  to
manage  risks  of  increasing prices of live  hogs  acquired  for
processing, and pork bellies and hog futures are used  to  manage
risks  of  fluctuating  prices of pork  product  inventories  and
related future sales.  From time to time, Seaboard may enter into
short  positions in energy related resources (i.e.  heating  oil,
crude oil, etc.) to manage certain exposures related to bioenergy
margins.   Inventories that are sensitive to changes in commodity
prices, including carrying amounts at December 31, 2008 and 2007,
are presented in Note 4 to the Consolidated Financial Statements.
Raw material requirements, finished product sales, and firm sales
commitments are also sensitive to changes in commodity prices.

During  the  fourth  quarter of 2007, the Commodity  Trading  and
Milling  segment for the first time entered into certain  forward
freight  agreements,  viewed  as taking  long  positions  in  the
freight market as well as covering short freight sales, which may
or  may  not  result  in  actual losses when  future  trades  are
executed.   These  forward  freight  agreements  are  viewed   by
management as an economic hedge against the potential  of  future
rising charter hire rates to be incurred by this segment for bulk
cargo shipping while conducting its business of delivering grains
to customers in many international locations.

<PAGE> 24

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

In  December 2008, Seaboard entered into a ten-year interest rate
exchange agreement which involves the exchange of fixed-rate  and
variable-rate  interest payments over the life of  the  agreement
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 a notional amount of $25.0 million.

As  previously  disclosed,  during July  2008  the  Pork  segment
significantly  increased the number of  hog,  grain  and  oilseed
futures  contracts entered into based on market  conditions  that
existed  at  that point.  During the latter part  of  the  fourth
quarter  of  2008,  as a result of changes in  market  conditions
since  July,  these  additional  positions  were  closed  leaving
remaining  open  positions more closely approximating  historical
levels.

While   Seaboard  previously  presented  the  market   value   of
derivative   instruments  in  a  table,  Seaboard   began   using
sensitivity  analysis in the second quarter of 2008  to  evaluate
the  effect that changes in the market value will have  on  these
derivative instruments.  Seaboard feels that sensitivity analysis
more  appropriately reflects the potential market value  exposure
associated with the use of derivative instruments.  The following
table  presents the sensitivity of the fair value  of  Seaboard's
open  net commodity future and option contracts, forward  freight
agreements, foreign currency contracts and interest rate exchange
agreements for all divisions to a hypothetical 10% adverse change
in  market prices or in foreign exchange rates and interest rates
as  of  December 31, 2008 and December 31, 2007.   For  all  open
derivatives,  the fair value of such positions is a summation  of
the  fair  values  calculated for each item by valuing  each  net
position at quoted market prices as of the applicable date.

(Thousands of dollars)     December 31, 2008    December 31, 2007

Grains and oilseeds            $  5,788             $  9,533
Hogs and pork bellies               868                  759
Energy related resources            253                    -
Forward freight agreements            -                3,183
Foreign currencies               21,414               19,330
Interest rates                      570                    -

Forward   freight  agreements  shown  above  in  the  sensitivity
analysis for 2008 has no net exposure to a change in market price
as  the two open forward freight agreements offset each other  at
December 31, 2008.

The table below provides information about Seaboard's non-trading
financial instruments sensitive to changes in interest  rates  at
December  31,  2008.   For debt obligations, the  table  presents
principal cash flows and related weighted average interest  rates
by expected maturity dates.  At December 31, 2008, long-term debt
included   foreign  subsidiary  obligations   of   $1.1   million
denominated  in  CFA francs (a currency used in  several  central
African countries), $0.3 million payable in Argentine pesos,  and
$0.1    million   denominated   in   Mozambique   metical.     At
December  31,  2007,  long-term debt included foreign  subsidiary
obligations  of  $1.7  million denominated in  CFA  francs,  $0.3
million  payable in Argentine pesos, and $0.1 million denominated
in Mozambique metical.  Weighted average variable rates are based
on  rates in place at the reporting date.  Short-term instruments
including  short-term  investments,  non-trade  receivables   and
current  notes  payable  have carrying  values  that  approximate
market and are not included in this table due to their short-term
nature.

<PAGE> 25

(Dollars in thousands)   2009    2010    2011    2012    2013  Thereafter Total

Long-term debt:

 Fixed rate            $46,792 $ 2,028 $1,477 $32,546 $   556 $   153   $83,552

 Average interest rate   6.32%  10.99%  8.87%   7.03%  15.92%  15.92%     6.84%

 Variable rate         $   262 $     - $    - $     - $     - $41,800   $42,062

 Average interest rate   7.00%       -      -       -       -   1.41%     1.44%

Non-trading  financial  instruments  sensitive  to   changes   in
interest rates at December 31, 2007 consisted of fixed rate long-
term debt totaling $95.4 million with an average interest rate of
6.86%,  and  variable rate long-term debt totaling $42.1  million
with an average interest rate of 3.52%.


<PAGE> 26

Management's Responsibility for Consolidated Financial Statements

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

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

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

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

The  consolidated financial statements have been audited  by  the
independent registered public accounting firm of KPMG LLP.  Their
responsibility is to examine records and transactions related  to
the  consolidated financial statements to the extent required  by
the  standards of the Public Company Accounting Oversight  Board.
KPMG  has  rendered their opinion that the consolidated financial
statements  are  fairly presented, in all material  respects,  in
conformity  with  U.S. generally accepted accounting  principles.
Their report is included herein.

Management's Report on Internal Control over Financial Reporting

The  management  of  Seaboard Corporation  and  its  consolidated
subsidiaries  (Seaboard)  is  responsible  for  establishing  and
maintaining  adequate internal control over financial  reporting,
as  such  term is defined in Exchange Act Rule 13a-15(f).   Under
the  supervision and with the participation of management and its
Internal  Audit Department, Seaboard conducted an  evaluation  of
the   effectiveness  of  its  internal  control  over   financial
reporting based on the framework in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations  of
the  Treadway  Commission (COSO).  Based on its evaluation  under
the   framework  in  Internal  Control  -  Integrated  Framework,
management  concluded  that  Seaboard's  internal  control   over
financial reporting was effective as of December 31, 2008.

Seaboard's  registered independent public accounting  firm,  that
audited  the  consolidated financial statements included  in  the
annual report, has issued an audit report on the effectiveness of
Seaboard's  internal  control over  financial  reporting.   Their
report is included herein.

<PAGE> 27


Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Seaboard Corporation:

We  have audited the accompanying consolidated balance sheets  of
Seaboard  Corporation  and  subsidiaries  (the  Company)  as   of
December   31,  2008  and  2007,  and  the  related  consolidated
statements of earnings, changes in equity and cash flows for each
of  the  years in the three-year period ended December 31,  2008.
These consolidated financial statements are the responsibility of
the  Company's  management. Our responsibility is to  express  an
opinion on these consolidated financial statements based  on  our
audits.

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

In our opinion, the consolidated financial statements referred to
above  present  fairly, in all material respects,  the  financial
position   of  Seaboard  Corporation  and  subsidiaries   as   of
December  31, 2008 and 2007, and the results of their  operations
and  their  cash  flows for each of the years in  the  three-year
period ended December 31, 2008, in conformity with U.S. generally
accepted accounting principles.

As discussed in Note 10 to the consolidated financial statements,
the  Company adopted Statement of Financial Accounting  Standards
No.  158,  Employers' Accounting for Defined Benefit Pension  and
Other Postretirement Plans, in 2006.

We  also  have audited, in accordance with the standards  of  the
Public   Company  Accounting  Oversight  Board  (United  States),
Seaboard  Corporation's internal control over financial reporting
as  of  December  31,  2008,  based on  criteria  established  in
Internal  Control - Integrated Framework issued by the  Committee
of  Sponsoring  Organizations of the Treadway Commission  (COSO),
and  our  report  dated  March 2, 2009  expressed  an unqualified
opinion  on  the effectiveness of the Company's internal  control
over financial reporting.

                                  /s/KPMG LLP

Kansas City, Missouri
March 2, 2009

<PAGE> 28

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Seaboard Corporation:

We  have  audited  Seaboard Corporation's internal  control  over
financial  reporting as of December 31, 2008, based  on  criteria
established  in Internal Control-Integrated Framework  issued  by
the   Committee  of  Sponsoring  Organizations  of  the  Treadway
Commission   (COSO).   Seaboard   Corporation's   management   is
responsible  for  maintaining  effective  internal  control  over
financial  reporting and for its assessment of the  effectiveness
of  internal  control over financial reporting, included  in  the
accompanying  "Management's  Report  on  Internal  Control   over
Financial Reporting". Our responsibility is to express an opinion
on  the Company's internal control over financial reporting based
on our audit.

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

A  company's  internal  control over  financial  reporting  is  a
process  designed to provide reasonable assurance  regarding  the
reliability  of  financial  reporting  and  the  preparation   of
financial  statements for external purposes  in  accordance  with
generally  accepted accounting principles.  A company's  internal
control  over  financial reporting includes  those  policies  and
procedures  that (1) pertain to the maintenance of records  that,
in   reasonable  detail,  accurately  and  fairly   reflect   the
transactions  and dispositions of the assets of the company;  (2)
provide  reasonable assurance that transactions are  recorded  as
necessary  to  permit  preparation  of  financial  statements  in
accordance  with  generally accepted accounting  principles,  and
that receipts and expenditures of the company are being made only
in  accordance with authorizations of management and directors of
the  company;  and  (3)  provide reasonable  assurance  regarding
prevention or timely detection of unauthorized acquisition,  use,
or disposition of the company's assets that could have a material
effect on the financial statements.

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

In  our opinion, Seaboard Corporation maintained, in all material
respects,  effective internal control over financial reporting as
of  December 31, 2008, based on criteria established in  Internal
Control-Integrated   Framework  issued  by   the   Committee   of
Sponsoring Organizations of the Treadway Commission.

We  also  have audited, in accordance with the standards  of  the
Public  Company Accounting Oversight Board (United  States),  the
consolidated   balance   sheets  of  Seaboard   Corporation   and
subsidiaries  as of December 31, 2008 and 2007, and  the  related
consolidated statements of earnings, changes in equity  and  cash
flows  for  each  of  the  years in the three-year  period  ended
December  31,  2008,  and   our  report   dated   March  2,  2009
expressed  an unqualified opinion on those consolidated financial
statements.

                                   /s/KPMG LLP

Kansas City, Missouri
March 2, 2009

<PAGE> 29

                             SEABOARD CORPORATION
                       Consolidated Statement of Earnings

                                                    Years ended December 31,
(Thousands of dollars except per share amounts)    2008       2007       2006

Net sales:

Products (includes sales to foreign
 affiliates                                   $3,144,432 $2,268,310 $1,858,588
   of $587,922, $299,174 and $242,442)
Service revenues                                 993,942    851,038    760,964
Other                                            129,430     93,953     87,845
Total net sales                                4,267,804  3,213,301  2,707,397

Cost of sales and operating expenses:
Products                                       3,005,924  2,120,412  1,591,146
Services                                         847,956    667,146    586,142
Other                                            116,253     83,769     75,870
Total cost of sales and operating expenses     3,970,133  2,871,327  2,253,158

Gross income                                     297,671    341,974    454,239

Selling, general and administrative expenses     175,862    172,059    157,244

Operating income                                 121,809    169,915    296,995

Other income (expense):
   Interest expense                              (15,354)   (12,588)   (18,774)
   Interest income                                14,939     18,867     25,257
   Income from foreign affiliates                 13,084      3,874      4,022
   Minority and other noncontrolling interests      (596)        64     (6,883)
   Foreign currency gain (loss), net             (19,713)       120      1,210
   Other investment income, net                    7,522      6,065      4,381
   Miscellaneous, net                              2,539      5,192     10,216
     Total other income (expense), net             2,421     21,594     19,429

Earnings before income taxes                     124,230    191,509    316,424

Income tax benefit (expense)                      22,689    (10,177)   (57,735)

Net earnings                                  $  146,919 $  181,332 $  258,689


Basic earnings per common share               $   118.19 $   144.15 $   205.09

Diluted earnings per common share             $   118.19 $   144.15 $   205.09

Weighted average shares outstanding

Basic                                          1,243,087  1,257,901  1,261,367
Diluted                                        1,243,087  1,257,901  1,261,367

Dividends declared per common share           $     3.00 $     3.00 $     3.00

         See accompanying notes to consolidated financial statements.

<PAGE> 30

                             SEABOARD CORPORATION
                          Consolidated Balance Sheets

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

                          Assets

 Current assets:

   Cash and cash equivalents                           $   60,594   $   47,346

   Short-term investments                                 312,680      286,660

   Receivables:
      Trade                                               207,534      251,005
      Due from foreign affiliates                         100,434       90,019
      Other                                                60,012       26,349
                                                          367,980      367,373
      Allowance for doubtful accounts                      (7,303)      (8,060)
        Net receivables                                   360,677      359,313

   Inventories                                            508,995      392,946

   Deferred income taxes                                   14,195       19,558

   Other current assets                                   114,713       77,710

        Total current assets                            1,371,854    1,183,533

Investments in and advances to foreign affiliates          68,091       60,706

Net property, plant and equipment                         763,675      730,395

Goodwill                                                   40,628       40,628

Intangible assets, net                                     22,285       30,895

Other assets                                               64,828       47,542

Total Assets                                           $2,331,361   $2,093,699

             Liabilities and Stockholders' Equity

Current liabilities:

   Notes payable to banks                              $  177,205   $   85,088

   Current maturities of long-term debt                    47,054       11,912

   Accounts payable                                       122,869      135,398

   Accrued compensation and benefits                       72,857       72,258

   Deferred revenue                                        50,252       19,986

   Accrued voyage costs                                    48,382       38,129

   Other accrued liabilities                               73,472       60,157

      Total current liabilities                           592,091      422,928

Long-term debt, less current maturities                    78,560      125,532

Deferred income taxes                                      81,205      105,697

Accrued pension liability                                  70,920       50,498

Other liabilities                                          45,007       33,845

      Total non-current and deferred liabilities          275,692      315,572

Minority and other noncontrolling interests                 4,223          971

Commitments and contingent liabilities

Stockholders' equity:

  Common stock of $1 par value.  Authorized 4,000,000
    shares; issued and outstanding 1,240,426 and
    1,244,278 shares                                        1,240        1,244

   Accumulated other comprehensive loss                  (111,703)     (78,651)

   Retained earnings                                    1,569,818    1,431,635

      Total stockholders' equity                        1,459,355    1,354,228

Total Liabilities and Stockholders' Equity             $2,331,361   $2,093,699

        See accompanying notes to consolidated financial statements.

<PAGE> 31

                                SEABOARD CORPORATION
                        Consolidated Statement of Cash Flows

                                                 Years ended December 31,
(Thousands of dollars)                        2008         2007         2006

   Cash flows from operating activities:

   Net earnings                            $ 146,919  $   181,332  $   258,689

   Adjustments to reconcile net earnings
     to cash from operating activities:
       Depreciation and amortization          90,381       79,221       71,258
       Income from foreign affiliates        (13,084)      (3,874)      (4,022)
       Put option value change                     -            -       (5,400)
       Other investment income, net           (7,522)      (6,065)      (4,381)
       Foreign currency exchange losses       19,606        4,496           38
       Minority and noncontrolling interest      596          (64)       6,883
       Deferred income taxes                  (7,602)     (26,740)       6,358
       Loss (gain) from sale of fixed assets      39       (1,285)        (705)
       Intangible asset impairment charge      7,000            -            -
   Changes in current assets and liabilities,
     net of portion of operations sold and
     business acquired:
        Receivables, net of allowance        (14,518)     (80,360)     (49,613)
        Inventories                         (119,859)     (52,699)     (11,349)
        Other current assets                 (44,344)     (20,968)      17,915
        Current liabilities, exclusive of
         debt                                 43,264       63,255       (1,815)
   Other, net                                  9,057        7,630          (99)

Net cash from operating activities           109,933      143,879      283,757

   Cash flows from investing activities:
   Purchase of short-term investments       (287,411)  (1,683,849)  (2,560,280)
   Proceeds from the sale of short-term
    investments                              204,494    1,851,589    2,437,331
   Proceeds from the maturity of short-term
    investments                               61,675       24,842       25,230
   Purchase of long-term investments               -       (2,000)      (4,585)
   Investments in and advances to foreign
    affiliates, net                              623      (13,238)       1,144
   Capital expenditures                     (134,634)    (164,173)     (85,886)
   Repurchase of minority interest in a
    controlled subsidiary                          -      (61,260)           -
   Proceeds from the sale of fixed assets      4,412        4,148        3,498
   Other, net                                   (442)      (4,754)      (2,954)

Net cash from investing activities          (151,283)     (48,695)    (186,502)

   Cash flows from financing activities:
   Notes payable to banks, net                79,354       19,111      (29,963)
   Principal payments of long-term debt      (11,679)     (63,536)     (61,270)
   Repurchase of common stock                 (5,012)     (30,488)           -
   Dividends paid                             (3,728)      (3,765)      (3,784)
   Dividends paid to minority and
    noncontrolling interests                    (104)        (136)      (2,741)
   Other, net                                 (1,081)           -       (2,419)

Net cash from financing activities            57,750      (78,814)    (100,177)

Effect of exchange rate change on cash        (3,152)        (393)        (331)

Net change in cash and cash equivalents       13,248       15,977       (3,253)

Cash and cash equivalents at beginning of
 year                                         47,346       31,369       34,622

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

           See accompanying notes to consolidted financial statements.

<PAGE> 32

<TABLE>
<CAPTION>

SEABOARD CORPORATION
Consolidated Statement of Changes in Equity

                                                                            Accumulated
                                                                              Other
                                                   Common     Additional   Comprehensive   Retained
(Thousands of dollars except per share amounts)     Stock       Capital        Loss        Earnings        Total
<S>                                               <C>          <C>          <C>           <C>           <C>
Balances, January 1, 2006                         $ 1,261      $ 21,574     $ (53,025)    $1,008,060    $  977,870
Comprehensive income
   Net earnings                                                                              258,689       258,689
   Other comprehensive income net
     of income tax benefit of $2,117:
       Foreign currency translation adjustment                                 (2,582)                      (2,582)
       Unrealized gain on investments                                             433                          433
       Unrecognized pension cost                                               (2,085)                      (2,085)
       Unrealized loss on cash flow hedges                                        (22)                         (22)
       Amortization of deferred
         gains on interest rate swaps                                            (198)                        (198)
Comprehensive income                                                                                       254,235
Adjustment to initially apply FASB
 Statement No. 158, net of tax benefit of $11,253                             (25,014)                     (25,014)
Dividends on common stock                                                                     (3,784)       (3,784)
Balances, December 31, 2006                         1,261        21,574       (82,493)     1,262,965     1,203,307
Comprehensive income
   Net earnings                                                                              181,332       181,332
   Other comprehensive income net
     of income tax expense of $(2,492):
       Foreign currency translation adjustment                                 (2,908)                      (2,908)
       Unrealized gain on investments                                            (212)                        (212)
       Unrecognized pension cost                                                7,059                        7,059
       Unrealized loss on cash flow hedges                                         55                           55
       Amortization of deferred
         gains on interest rate swaps                                            (152)                        (152)
Comprehensive income                                                                                       185,174
Repurchase of Common Stock                            (17)      (21,574)            -         (8,897)      (30,488)
Dividends on common stock                                                                     (3,765)       (3,765)
Balances, December 31, 2007                         1,244             -       (78,651)     1,431,635     1,354,228
Comprehensive income
   Net earnings                                                                              146,919       146,919
   Other comprehensive income net
     of income tax benefit of $11,525:
       Foreign currency translation adjustment                                 (9,492)                      (9,492)
       Unrealized gain on investments                                             632                          632
       Unrecognized pension cost                                              (24,192)                     (24,192)
Comprehensive income                                                                                       113,867
Repurchase of Common Stock                             (4)            -             -         (5,008)       (5,012)
Dividends on common stock                                                                     (3,728)       (3,728)
Balances, December 31, 2008                       $ 1,240      $      -     $(111,703)    $1,569,818    $1,459,355
<FN>
                            See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE> 33

           Notes to Consolidated Financial Statements


Note 1

Summary of Significant Accounting Policies

Operations of Seaboard Corporation and its Subsidiaries

Seaboard  Corporation  and  its  subsidiaries  (Seaboard)  is   a
diversified   international   agribusiness   and   transportation
company.  In the United States, Seaboard is primarily engaged  in
pork   production   and  processing,  and  ocean  transportation.
Overseas,    Seaboard   is   primarily   engaged   in   commodity
merchandising, grain processing, sugar production,  and  electric
power generation.  Seaboard Flour LLC (the Parent Company) is the
owner of 72.1% of Seaboard's outstanding common stock.

Principles of Consolidation and Investments in Affiliates

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

During  the  second quarter of 2008, an accounting error  at  the
Marine  segment  was  discovered in previously  issued  financial
statements.    The   error   arose  in   the   Marine   segment's
consolidation and intercompany elimination process of its foreign
outport operations.  The error, if properly recorded, would  have
decreased sales and net earnings in 2006 by $2,101,000, decreased
sales  and net earnings in 2007 by $4,171,000 and decreased sales
and  net  earnings in the first quarter of 2008 by $964,000.   As
the  effect  on  prior  periods was not considered  material,  an
adjustment  to decrease sales and net earnings by $7,236,000  was
recorded in the second quarter of 2008.

Short-term Investments

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

Accounts Receivable

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

Inventories

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

Property, Plant and Equipment

Property,  plant and equipment are carried at cost and are  being
depreciated  generally on the straight-line  method  over  useful
lives  ranging from 3 to 30 years.  Property, plant and equipment
leases  which  are deemed to be installment purchase  obligations
have  been  capitalized and included in the property,  plant  and
equipment  accounts.

<PAGE> 34


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

Impairment of Long-lived Assets

Long-lived  assets, primarily property, plant and equipment,  are
reviewed  for  impairment when events or changes in circumstances
indicate  that  the  carrying  amount  may  not  be  recoverable.
Recoverability  of assets to be held and used is  measured  by  a
comparison  of  the  carrying  amount  of  the  asset  to  future
undiscounted  net  cash flows expected to  be  generated  by  the
asset.   If  such  assets  are determined  to  be  impaired,  the
impairment  to be recognized is measured by the amount  by  which
the  carrying  amount of the assets exceeds  the  estimated  fair
value  of  the assets.  Assets to be disposed of are reported  at
the  lower  of  the carrying amount or fair value less  costs  to
sell.  See Note 6 for further discussion on the Pork Segment  and
its recorded value of the biodiesel processing plant.

Goodwill and Other Intangible Assets

Goodwill   and  other  indefinite-life  intangible   assets   are
evaluated  annually for impairment at the quarter-end closest  to
the  anniversary date of the acquisition, or more  frequently  if
circumstances  indicate  that impairment  is  likely.   Separable
intangible  assets  with finite lives are  amortized  over  their
estimated useful lives.  Any one event or a combination of events
such  as  change  in the business climate, a negative  change  in
relationships   with  significant  customers,  and   changes   to
strategic  decisions,  including decisions  to  expand,  made  in
response  to economic or competitive conditions could require  an
interim  assessment prior to the next required annual assessment.
The  most  recent impairment tests performed and  current  market
conditions  indicated no impairment to Goodwill but an impairment
charge to other intangible assets in the amount of $7,000,000 was
recorded  as  of  December 31, 2008.   See  Note  2  for  further
discussion on the Pork Segment and its recorded intangible  asset
values related to Daily's.

Accrued Self-Insurance

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

Deferred Grants

Included  in other liabilities at December 31, 2008 and 2007  was
$6,894,000 and $7,317,000, respectively, of deferred grants.  The
deferred  grants represent economic development funds contributed
by  government  entities that were limited to construction  of  a
pork  processing  facility in Guymon, Oklahoma.  Deferred  grants
are  being amortized as a reduction of depreciation expense  over
the life of the assets acquired with the funds.

Asset Retirement Obligation

Seaboard  has recorded long-lived assets and a related  liability
for  the  asset retirement obligation costs associated  with  the
closure  of the hog lagoons it is legally obligated to  close  in
the future should Seaboard cease operations or plan to close such
lagoons voluntarily in accordance with a changed operating  plan.
Based on detailed assessments and appraisals obtained to estimate
the future retirement costs, Seaboard has determined and recorded
the  present  value  of the projected costs in non-current  other
liabilities   on  the  Consolidated  Balance  Sheet,   with   the
retirement  asset  depreciated over  the  economic  life  of  the
related  asset.   The following table shows the  changes  in  the
asset retirement obligation during 2008 and 2007.

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

Beginning balance                                  $8,117  $7,229
Accretion expense                                     602     574
Liability for additional lagoons placed in service    127     151
Adjustment to existing lagoons                          -     163
Ending balance                                     $8,846  $8,117


<PAGE> 35

Income Taxes

Deferred income taxes are recognized for the tax consequences  of
temporary  differences by applying enacted  statutory  tax  rates
applicable  to future years to differences between the  financial
statement  carrying amounts and the tax bases of existing  assets
and   liabilities.   However,  in  the  future  as  these  timing
differences  reverse,  a  lower  statutory  tax  rate  may  apply
pursuant  to  the  provisions for domestic manufacturers  of  the
American  Jobs  Creation  Act of 2004.  In  accordance  with  the
Financial Accounting Standards Board Staff Position FAS No.  109-
1,  "Application of FASB Statement No. 109, Accounting for Income
Taxes,  to  the Tax Deduction on Qualified Production  Activities
Provided  by  the  American Jobs Creation Act of 2004",  Seaboard
will recognize the benefit or cost of this change in the future.

Revenue Recognition

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

Use of Estimates

The  preparation  of  the  consolidated financial  statements  in
conformity  with  U.S.  generally accepted accounting  principles
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the consolidated
financial  statements and the reported amounts  of  revenues  and
expenses  during  the  reporting period.   Actual  results  could
differ from those estimates.

Earnings Per Common Share

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

Cash and Cash Equivalents

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

                                           Years ended December 31,
(Thousands of dollars)                     2008      2007      2006

Interest (net of amounts capitalized)   $ 14,037  $ 11,733  $ 19,461
Income taxes (net of refunds)             10,815    20,993    47,515

Supplemental Noncash Transactions

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


<PAGE> 36


                                                    Year ended
(Thousands of dollars)                          December 31, 2007

Increase in fixed assets                             $ 7,976

Increase in intangible assets                          3,745

Increase in goodwill                                  12,256

Decrease in non-controlling interest                  37,933

Increase in deferred income tax liability               (650)

Cash paid                                            $61,260

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

Foreign Currency Transactions and Translation

Seaboard has operations in and transactions with customers  in  a
number  of  foreign countries.  The currencies of  the  countries
fluctuate  in relation to the U.S. dollar.  Certain of the  major
contracts  and  transactions, however, are  denominated  in  U.S.
dollars.  In addition, the value of the U.S. dollar fluctuates in
relation  to  the  currencies  of  countries  where  certain   of
Seaboard's foreign subsidiaries and affiliates primarily  conduct
business.   These  fluctuations  result  in  exchange  gains  and
losses.   The  activities  of  these  foreign  subsidiaries   and
affiliates  are  primarily conducted with  U.S.  subsidiaries  or
operate  in  hyper-inflationary environments.  As a  result,  the
financial   statements  of  certain  foreign   subsidiaries   and
affiliates  are  re-measured  using  the  U.S.  dollar   as   the
functional  currency.  Included in foreign currency gain  (loss),
net  for  the years ended December 31, 2008, 2007 and  2006  were
foreign  currency  losses of $(4,575,000)  and  foreign  currency
gains  of $1,000,000 and $1,695,000, respectively.   These losses
and  gains  reflect the re-measurements as of December 31,  2008,
2007  and 2006 of a note payable denominated in Japanese Yen,  as
discussed  in  Note  8,  of  a  foreign  consolidated  subsidiary
accounted  for  on a one-month lag except for this re-measurement
of  this note payable.  The currency loss for 2008 and gains  for
2007  and 2006 were primarily offset by a mark-to-market currency
gain  at  December 31, 2008 and losses at December 31,  2007  and
2006  from  a  foreign currency derivative contract discussed  in
Note 9.

Seaboard's Sugar and Citrus segment and three non-controlled, non-
consolidated foreign affiliates (milling businesses in  Colombia,
Kenya  and  Lesotho),  use  local currency  as  their  functional
currency.   Assets  and  liabilities of  these  subsidiaries  are
translated to U.S. dollars at year-end exchange rates, and income
and  expense  items are translated at average rates.  Translation
gains   and   losses   are  recorded  as  components   of   other
comprehensive  loss.   U.S.  dollar  denominated  net  asset   or
liability conversions to the local currency are recorded  through
income.

Derivative Instruments and Hedging Activities

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

Seaboard  holds  and  issues  certain derivative  instruments  to
manage   various  types  of  market  risks  from  its  day-to-day
operations  primarily  including  commodity  futures  and  option
contracts and foreign currency exchange agreements, and from time-
to-time,  forward freight agreements and interest  rate  exchange
agreements.   While management believes each of these instruments
primarily are entered into in order to effectively manage various
market  risks,  as of December 31, 2008, none of the  derivatives
are  designated and accounted for as hedges primarily as a result
of the extensive record-keeping requirements.  From time to time,
Seaboard  may  enter  into  speculative  derivative  transactions
related to its market risks.

<PAGE> 37

Accounting Changes and New Accounting Standards

In   December  2007,  the  FASB  issued  Statement  of  Financial
Accounting  Standards  (FAS) No. 141(R), "Business  Combinations"
(FAS  141R).  This statement defines the acquirer as  the  entity
that  obtains  control of one or more businesses in the  business
combination,  establishes the acquisition date as the  date  that
the  acquirer  achieves  control and  requires  the  acquirer  to
recognize  the  assets  acquired,  liabilities  assumed  and  any
noncontrolling  interest  at  their  fair  values   as   of   the
acquisition date.  This statement also requires that acquisition-
related  costs of the acquirer be recognized separately from  the
business  combination and will generally be expensed as incurred.
Seaboard  will be required to adopt this statement as of  January
1,  2009.  The impact of adopting FAS 141R will be limited to any
future business combinations for which the acquisition date is on
or after January 1, 2009.

In  December  2007, the FASB issued FAS No. 160,  "Noncontrolling
Interests  in  Consolidated Financial Statements-an amendment  of
ARB No. 51" (FAS 160).  This statement will change the accounting
and   reporting   for   minority   interests,   which   will   be
recharacterized as noncontrolling interests and classified  as  a
component  of  equity.  Seaboard will be required to  adopt  this
statement  as  of  January  1,  2009.   Management  believes  the
adoption of FAS 160 will not have a material impact on Seaboard's
financial position or net earnings.

In  February 2008, the FASB issued FASB Staff Position (FSP)  FAS
157-2  which amended FAS No. 157, "Fair Value Measurements"  (FAS
157).   This  FSP  defers  the effective  date  of  FAS  157  for
nonfinancial  assets  and  nonfinancial liabilities,  except  for
items  that  are  recognized or disclosed at  fair  value  in  an
entity's  financial  statements on a recurring  basis  (at  least
annually).  Seaboard will be required to adopt FAS 157 for  these
nonfinancial assets and nonfinancial liabilities as of January 1,
2009,  which primarily pertains to impairment charges related  to
goodwill, other intangible assets not subject to amortization and
property, plant and equipment.  Management believes the  adoption
of FAS 157 deferral provisions will not have a material impact on
Seaboard's financial position or net earnings.

Note 2

Acquisitions and Repurchase of Minority Interest

On  July  5,  2005, Seaboard acquired Daily's, a bacon  processor
located   in  the  western  United  States.   As  part  of   this
acquisition,  a 4.74% equity interest in Seaboard Foods  LLC  was
issued  to  the sellers.  On December 27, 2006, Seaboard  entered
into a Purchase Agreement to repurchase the 4.74% equity interest
in  Foods from the former owners of Daily's effective January  1,
2007.   As  part  of the Purchase Agreement, on January  2,  2007
Seaboard  paid  $30,000,000 of the purchase price for  the  4.74%
equity  interest to the former owners of Daily's.  Based  on  the
formula  of operating results and certain net cash flows  through
June  30,  2007,  the final purchase price was determined  to  be
$61,260,000,  including transaction costs of  $53,000.   Seaboard
paid  the balance of the purchase price owed to the former owners
of  Daily's  of  $31,207,000 in August 2007.  The total  purchase
price  for  the 4.74% equity interest in Seaboard  Foods  LLC  of
$61,260,000  represents  $23,327,000 in  excess  of  book  value.
Seaboard applied the purchase method of accounting for this  step
acquisition by allocating the purchase price to the fair value of
the  net  assets  acquired to the extent of the 4.74%  change  in
ownership.    Depreciation  and  amortization  of  $593,000   was
recorded  in  the  second  quarter  representing  the  amount  of
depreciation on the write-up of fixed assets and amortization  of
intangible asset from January 1, 2007 through June 30, 2007.

The agreement to repurchase the 4.74% equity interest resulted in
the  put option obligation being reduced to zero, as the purchase
price  was  representative of the fair value of the 4.74%  equity
interest, with the offset to income as of December 31, 2006.  The
decrease of the put option obligation was primarily the result of
the  passage  of  time  decreasing  this  exposure  to  Seaboard.
Included  in  Miscellaneous, net for the year ended December  31,
2006 was the change in fair value of the put option obligation of
approximately $5,400,000.

The  following  table summarizes the allocation of  the  purchase
price  to  the fair values of the assets acquired and liabilities
assumed at January 1, 2007, the effective date of the repurchase.

(Thousands of dollars)                            January 1, 2007

Net property, plant and equipment                     $   7,976

Intangible assets                                         3,745

Goodwill (tax basis of $0)                               12,256

Increase in deferred tax liability                         (650)

  Net assets acquired                                 $  23,327

<PAGE> 38

The   intangible  asset  from  the  repurchase  is  for  customer
relationships  and will be amortized over fifteen  years.   As  a
result  of  the  Daily's  acquisition and  repurchase,  the  Pork
Division is the only segment with goodwill or intangible  assets.
The  following  table  is  a summary of goodwill  and  intangible
assets  acquired  from  the  Daily's acquisition  and  Seaboard's
repurchase of Daily's 4.74% equity interest in Foods, at December
31, 2008 and 2007.

                                                             December 31,
(Thousands of dollars)                                     2008       2007

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

   Accumulated amortization:
         Customer relationships                           (4,210)    (2,900)
         Covenants not to compete                         (1,050)      (750)
                                                          (5,260)    (3,650)

   Net carrying amount:
         Customer relationships                            4,835      6,145
         Covenants not to compete                            450        750
Intangibles subject to amortization, net                   5,285      6,895

Intangibles not subject to amortization:
   Carrying amount-trade names and registered trademarks  17,000     24,000

Total intangible assets, net                              22,285     30,895
Goodwill (tax basis of $21,673)                           40,628     40,628

Total goodwill and intangible assets, net                $62,913    $71,523

The amortization expense of amortizable intangible assets for the
years  ended  December  31, 2008, 2007 and 2006  was  $1,610,000,
$1,610,000 and $1,360,000 respectively.  Amortization expense for
the  five  succeeding  years is $1,610,000  for  the  next  year,
$930,000  in  the second year and $250,000 each  for  the  third,
fourth and fifth year.

The   Pork   segment  recognized  $28,372,000  of  goodwill   and
$24,000,000   of   other  intangible  assets   not   subject   to
amortization  in connection with its acquisition  of  Daily's  in
2005.  Previously, the fair value of these intangible assets  was
partially  based on certain scenarios that included  management's
ability   and  intention  to  grow  and  expand  Daily's  through
construction or acquisition of additional capacity.   During  the
second quarter of 2008, management decided to indefinitely  delay
plans  for  expanding Daily's capacity.  As  of  June  28,  2008,
Seaboard conducted its annual evaluation for impairment  of  this
goodwill and other intangible assets and, based on current market
conditions  indicating projected future sale price increases  and
related  levels of estimated operating margins, determined  there
was  no  impairment.   However, revised  projected  future  sales
prices  as  of  December  31, 2008 indicated  the  potential  for
impairment.   In  addition, the overall downturn  of  the  United
States  economy  and  Seaboard's stock price trading  below  book
value  during  the  fourth  quarter of 2008  provided  additional
indicators  that  Seaboard  should reassess  its  evaluation  for
impairment   related   to   Daily's  intangible   assets.    This
reassessment  included  downward  revisions  in  previously  used
future projected sales volumes and royalty rate assumptions  used
in  the  measurement of Daily's trade name as  a  result  of  the
current  economic  conditions.   This  analysis  resulted  in   a
$7,000,000  impairment charge recorded  in cost of sales  on  the
Consolidated Statements of Earnings during the fourth quarter  of
2008  to  write down the recorded value of Daily's trade name  to
its  estimated fair value of $17,000,000 as of December 31, 2008.
After  this  impairment  charge,  there  was  no  indication   of
potential  impairment  of  Goodwill related  to  Daily's  as  the
revised  estimated enterprise fair value of Daily's exceeded  its
book  value as of December 31, 2008.  If future market conditions
do   not  produce  projected  future  sale  price  increases   or
additional processed meats sales volumes, and related  levels  of
estimated  operating margins, there remains the possibility  that
some  additional amount of either this goodwill or the  remaining
amount  of  recorded  other  intangible  assets  not  subject  to
amortization,  or  both,  could be deemed  impaired  during  some
future period including fiscal 2009, which may result in a charge
to earnings.

<PAGE> 39

Note 3

Investments

Seaboard's  short-term investments are treated as  available-for-
sale  securities with the exception of domestic equity securities
held at December 31, 2008 that are treated as trading securities.
All  of  Seaboard's short term investments are recorded at  their
estimated  fair  market values.  At December 31, 2008  and  2007,
cost   and  estimated  fair  market  value  were  not  materially
different  for these investments.  See Note 9 for cost  and  fair
value of short-term investments as of December 31, 2008 and 2007.

As   of  December  31,  2008  and  2007,  the  available-for-sale
investments primarily consisted of fixed rate municipal notes and
bonds, money market funds, variable rate demand notes (VRDN), and
U.S.  Government  agency securities.  In addition,  Seaboard  had
available-for-sale  investments in auction  rate  securities  and
domestic  equity securities at December 31, 2007,  all  of  which
were  sold  during 2008.  The VRDNs are variable rate  securities
and have maturities over one year, however, liquidity is provided
with a put feature to the tender agent which allows the holder to
sell  the  VRDN  at par plus accrued interest with  a  seven  day
notice.   Because the VRDN investments are frequently  re-priced,
they  trade  in  the  market  on a par-in,  par-out  basis.   All
available-for-sale securities are classified as current assets as
they   are  readily  available  to  support  Seaboard's   current
operating  needs.   At  December 31, 2008  and  2007,  short-term
investments  included $14,553,000 and $13,127,000,  respectively,
held  by  a  wholly-owned consolidated insurance captive  to  pay
Seaboard's retention of accrued outstanding workers' compensation
claims.

The  following is a summary of the estimated fair value of short-
term   investments  for  both  available  for  sale  and  trading
securities at December 31, 2008 and 2007.
                                                                 December 31,
(Thousands of dollars)                                          2008      2007

Fixed rate municipal notes and bonds                         $173,096  $216,232
Money market funds                                             79,059    18,481
U.S. Government agency securities                              25,514         -
Variable rate demand notes                                      7,900    26,850
Auction rate securities                                             -    10,125
Domestic available for sale equity securities                       -     3,646
Other                                                          15,340    11,326
Total available for sale short-term investments               300,909   286,660
Domestic trading equity securities                             11,771         -
Total available for sale and trading short-term investments  $312,680  $286,660

The  following table summarizes the estimated fair value of fixed
rate  securities designated as available-for-sale  classified  by
the  contractual maturity date of the security as of December 31,
2008.

 (Thousands of dollars)                                    2008

Due within one year                                     $ 54,431
Due after one year through three years                    86,528
Due after three years                                     72,991
 Total fixed rate securities                            $213,950

In  addition  to its short-term investments, as of  December  31,
2008  and  2007 Seaboard also had long-term investments  totaling
$11,748,000  and  $9,800,000,  respectively,  included  in  other
assets  on  the  Consolidated Balance Sheets.  Included  in  this
amount  is  a $5,313,000 investment for a less than 20% ownership
interest  in  a  company  operating a  300  megawatt  electricity
generating  facility in the Dominican Republic.  This  investment
is  accounted for using the cost method of accounting.  Also, see
Note  10  for  a  discussion of assets held in  conjunction  with
investments related to Seaboard's deferred compensation plans.

<PAGE> 40

Note 4

Inventories

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

                                                               December 31,
(Thousands of dollars)                                        2008      2007

At lower of LIFO cost or market:
  Live hogs and materials                                   $201,654  $181,019
  Fresh pork and materials                                    26,480    18,550
                                                             228,134   199,569
  LIFO adjustment                                            (40,672)  (23,509)
        Total inventories at lower of LIFO cost or market    187,462   176,060

At lower of FIFO cost or market:
  Grains and oilseeds                                        179,774   100,082
  Sugar produced and in process                               56,259    35,180
  Other                                                       36,964    33,782
        Total inventories at lower of FIFO cost or market    272,997   169,044

Grain, flour and feed at lower of weighted average cost or
 market                                                       48,536    47,842
         Total inventories                                  $508,995  $392,946

The  use  of the LIFO method decreased 2008 and 2007 net earnings
by  $10,469,000 ($8.42 per common share) and $15,230,000  ($12.11
per  common share), respectively, and increased 2006 by  $541,000
($0.43  per common share).  If the FIFO method had been used  for
certain  inventories of the Pork segment, inventories would  have
been  higher  by $40,672,000 and $23,509,000 as of  December  31,
2008 and 2007, respectively.

As  of  December 31, 2008, Seaboard had $27,901,000  recorded  in
grain inventories related to its commodity trading business  that
are committed to various customers in foreign countries for which
customer  contract  performance is a  heightened  concern.   This
amount is net of a write-down of $7,010,000, including $5,653,000
($4,940,000  net  of tax), or $3.98 per share,  recorded  in  the
fourth  quarter  of 2008, based on management's estimate  of  net
realizable  value considering all of the facts and  circumstances
at  this  time.  However, if Seaboard is successful in  realizing
more  value from this inventory than what is currently estimated,
or  if Seaboard is unable to collect amounts from these customers
as  currently  estimated  or Seaboard is  forced  to  find  other
customers  for  a portion of this inventory, it is possible  that
Seaboard  could  either  recover previous  write-downs  when  the
inventory  is  sold or could incur an additional material  write-
down in value of this inventory if Seaboard is not successful  in
selling at current carrying value.

Note 5

Investments in and Advances to Foreign Affiliates

Seaboard's  investments in and advances to  non-controlled,  non-
consolidated  foreign  affiliates are primarily  with  businesses
conducting  flour, maize and feed milling.  As  of  December  31,
2008,  the  location and percentage ownership  of  these  foreign
affiliates  are as follows: Democratic Republic of  Congo  (50%),
Lesotho  (50%),  Kenya  (35%), and Nigeria  (45-48%)  in  Africa;
Colombia  (40%) and Ecuador (25-50%) in South America; and  Haiti
(23%)  in the Caribbean.  Also, Seaboard has an investment  in  a
grain trading business in Peru (50%).  Seaboard generally is  the
primary  provider of choice for grains and supplies purchased  by
these  non-controlled foreign affiliates.  As  Seaboard  conducts
its  commodity trading business with third parties,  consolidated
subsidiaries  and  foreign affiliates on an  interrelated  basis,
gross   margin   on   foreign  affiliates   cannot   be   clearly
distinguished without making numerous assumptions primarily  with
respect  to  mark-to-market accounting for commodity derivatives.
In  addition,  Seaboard has investments in and  advances  to  two
sugar-related  businesses in Argentina (46% - 50%).   The  equity
method is used to account for all of the above investments.

<PAGE> 41

In  September 2007, Seaboard acquired for $8,500,000 a  40%  non-
controlling  interest,  including  cash  contributed   into   the
business,  in a flour milling business in Colombia.   During  the
fourth  quarter of 2007, Seaboard acquired for $6,620,000  a  50%
non-controlling  interest in a grain trading  business  in  Peru.
Both  of  these  investments are accounted for using  the  equity
method.   At December 31, 2008, Seaboard's investment in  foreign
affiliates included $4,080,000 related to the difference  between
the amount at which these investments were carried and the amount
of  underlying equity in net assets.  The amortizable assets  are
being  amortized  to  earnings from foreign affiliates  over  the
remaining life of the assets.

Seaboard also has an investment in a Bulgarian wine business (the
Business).  Beginning in March 2007, this business was unable  to
make its scheduled loan payments and was in technical default  on
its  bank  debt.   During the fourth quarter  of  2007,  Seaboard
signed an agreement to allow a bank to take majority ownership of
the  Business  resulting  in a loss of significant  influence  by
Seaboard.   Accordingly, after recording its share  of  operating
losses  for the fourth quarter, Seaboard discontinued  using  the
equity  method  of  accounting.  In accordance  with  FASB  Staff
Position  APB  18-1, Seaboard reversed $2,801,000  of  previously
recorded  foreign currency translation gains out  of  Accumulated
Other  Comprehensive Loss in the equity section  of  the  balance
sheet   related  to  this  investment,  wrote-off  the  remaining
investment  balance of $1,472,000, and recognized as  income  the
remaining  net amount of foreign currency gains of $1,329,000  as
of  December 31, 2007. In 2007 and 2006, Seaboard recorded 50% of
the  losses  from  the  Business.   In  February  2009,  Seaboard
received  approximately $64,000 for all of its  remaining  shares
outstanding in this Business.

During   the   fourth  quarter  of  2006,  Seaboard's   remaining
individual  investments  in and advances  to  the  Nigerian  non-
consolidated  foreign affiliates of $1,048,000 were written  down
to  zero  as  a  result  of  Seaboard's  proportionate  share  of
operating  losses of these entities.  Accordingly,  Seaboard  has
discontinued  the application of the equity method of  accounting
for  these  non-consolidated foreign affiliates until  such  time
Seaboard's share of the investee's net income equals the share of
net losses not recognized during the period the equity method  is
suspended.

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

Commodity Trading and Milling Segment        December 31,

(Thousands of dollars)                 2008      2007      2006

Net sales                          $1,053,818   613,695   516,471
Net income                         $   34,955    12,263    10,511
Total assets                       $  412,555   347,040   234,212
Total liabilities                  $  256,247   218,781   151,562
Total equity                       $  156,308   128,259    82,650

Other Businesses                             December 31,

(Thousands of dollars)                 2008      2007      2006

Net sales                          $   20,660    30,053    29,096
Net income (loss)                  $      923    (2,621)   (4,548)
Total assets                       $   15,506    13,802    38,590
Total liabilities                  $   11,396    11,021    42,160
Total equity                       $    4,110     2,781    (3,570)


<PAGE> 42


Note 6

Property, Plant and Equipment

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

                                      Useful            December 31,
(Thousands of dollars)                Lives           2008        2007

Land and improvements                 15 years    $  161,115  $  144,894
Buildings and improvements            30 years       339,672     303,315
Machinery and equipment               3-20 years     760,225     668,451
Vessels and vehicles                  3-18 years     167,126     160,085
Office furniture and fixtures         5 years         25,236      22,932
Construction in progress                              32,177      80,904

                                                   1,485,551   1,380,581
Accumulated depreciation and amortization           (721,876)   (650,186)
  Net property, plant and equipment               $  763,675  $  730,395

During the first half of 2008, Seaboard started operations at its
processing plant to produce biodiesel.  The ongoing profitability
of  this  plant  is primarily based on future sales  prices,  the
price  of alternative inputs, government usage mandates  and  the
continuation of a federal tax credit, which is set to  expire  at
the  end  of  2009.   During  the  fourth  quarter  of  2008,   a
combination  of continued start-up expenses, a decrease  in  fuel
prices  and relatively high input prices resulted in an operating
loss.   Seaboard performed an impairment evaluation of this plant
as  of  December 31, 2008 but determined there was no  impairment
based  on  management's current assumptions of future  production
volumes,  sale prices, cost inputs and the probabilities  of  the
combination of federal usage mandates and tax credits extensions.
However,  if  future market conditions do not  produce  projected
sale prices or expected cost inputs or there is a material change
in  the government usage mandates or available tax credits, there
is  a  possibility that some amount of the recorded value of this
processing  plant  could be deemed impaired  during  some  future
period  including 2009, which may result in a charge to earnings.
The  recorded value of these assets as of December 31,  2008  was
$45,278,000.

Note 7

Income Taxes

Income taxes attributable to continuing operations for the  years
ended  December 31, 2008, 2007 and 2006 differed from the amounts
computed  by applying the statutory U.S. Federal income tax  rate
of  35  percent  to earnings (loss) before income taxes  for  the
following reasons:

                                                Years ended December 31,
(Thousands of dollars)                          2008      2007       2006

Computed "expected" tax expense              $ 43,481  $ 67,028  $ 110,749
Adjustments to tax expense attributable to:
  Foreign tax differences                     (54,232)  (40,841)   (48,630)
  Tax-exempt investment income                 (2,554)   (4,658)    (4,276)
  State income taxes, net of federal benefit   (1,966)    1,078      7,310
  Change in valuation allowance                (1,977)   (5,754)    (3,890)
  Federal tax credits                          (4,390)   (1,124)    (1,087)
  Federal and foreign audit settlements             -         -     (2,509)
  Other                                        (1,051)   (5,552)        68
  Total income tax expense (benefit)         $(22,689) $ 10,177  $  57,735

<PAGE> 43


Earnings before income taxes consisted of the following:

                                                Years ended December 31,
(Thousands of dollars)                          2008      2007      2006

United States                                $(28,988) $ 38,788  $139,725
Foreign                                      $153,218  $152,721  $176,699
Total                                        $124,230  $191,509  $316,424

The components of total income taxes were as follows:

                                                Years ended December 31,
(Thousands of dollars)                          2008      2007      2006

Current:
  Federal                                    $(25,462) $ 24,192  $ 40,032
  Foreign                                       8,259     5,935     6,795
  State and local                                 823     2,542     4,438
Deferred:
  Federal                                      (1,280)  (21,789)     (570)
  Foreign                                      (1,425)    1,453       847
  State and local                              (3,604)   (2,156)    6,193
Income tax expense (benefit)                  (22,689)   10,177    57,735
Unrealized changes in other comprehensive
 income                                       (11,525)    2,492   (13,370)
  Total income taxes                         $(34,214) $ 12,669  $ 44,365

As  of December 31, 2008, Seaboard had income taxes receivable of
$24,688,000  primarily related to domestic tax jurisdictions  and
had  income  taxes  payable of $3,946,000  primarily  related  to
foreign tax jurisdictions.  As of December 31, 2007, Seaboard had
income taxes payable of $8,441,000.

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

                                                    December 31,
(Thousands of dollars)                             2008      2007

Deferred income tax liabilities:
  Cash basis farming adjustment                 $ 12,001  $ 12,639
  Deferred earnings of foreign subsidiaries        2,749     6,816
  Depreciation                                    94,313    91,176
  LIFO                                            17,330    15,717
  Other                                            2,368     3,328
                                                 128,761   129,676
Deferred income tax assets:
  Reserves/accruals                               48,708    35,289
  Tax credit carryforwards                         9,271     5,154
  Net operating and capital loss carryforwards    16,381    13,734
  Foreign minimum tax credit carryforward          8,152     7,233
  Other                                              314       246
                                                  82,826    61,656
Valuation allowance                               21,075    18,119
  Net deferred income tax liability             $ 67,010  $ 86,139

<PAGE> 44

Seaboard recognizes interest accrued related to unrecognized  tax
benefits  and  penalties in income tax expense.   For  the  years
ended  December  31,  2008,  2007 and  2006,  such  interest  and
penalties  were  not  material.  The  Company  had  approximately
$726,000  and  $121,000 accrued for the payment of  interest  and
penalties  on uncertain tax positions at December 31,  2008,  and
2007, respectively.

As  of  December  31, 2008 and 2007, Seaboard had $3,464,000  and
$433,000, respectively, in total unrecognized tax benefits all of
which,  if  recognized,  would affect  the  effective  tax  rate.
Seaboard  does not have any material uncertain tax  positions  in
which  it  is reasonably possible that the total amounts  of  the
unrecognized tax benefits will significantly increase or decrease
within  12  months of the reporting date.  During 2008 and  2007,
there  were  no settlements or reductions due to a lapse  of  the
applicable  statute  of limitations.  The following  table  is  a
reconciliation of the beginning and ending amount of unrecognized
tax benefits.

(Thousands of dollars)                                   2008    2007

Beginning  balance  at  January  1                     $  433   $ 320

Additions for uncertain tax positions of prior years        -     113

Decreases for uncertain tax positions of prior years      (77)      -

Additions for uncertain tax positions of current year   3,108       -

Ending balance at December 31                          $3,464   $ 433

Seaboard's  tax  returns are regularly audited by federal,  state
and  foreign  tax  authorities, which may result in  adjustments.
Seaboard's  U.S.  federal income tax returns have  been  reviewed
through  the  2004  tax  year.  In the second  quarter  of  2006,
Seaboard  reached a settlement with the Internal Revenue  Service
on  its  audit  of  Seaboard's 2004 and  2003  U.S.  Federal  Tax
Returns.   The favorable resolution of these tax issues  resulted
in  a  tax  benefit  of $2,786,000 for items previously  reserved
which was recorded in the second quarter of 2006.

As  of  December  31  2008, Seaboard had not  provided  for  U.S.
Federal  Income and foreign withholding taxes on $532,461,000  of
undistributed  earnings  from  foreign  operations  as   Seaboard
intends  to  reinvest such earnings indefinitely outside  of  the
United  States.  Determination of the tax that might be  paid  on
these  undistributed  earnings  if  eventually  remitted  is  not
practicable.

Seaboard has tax holidays in one foreign country in 2008 and  had
tax  holidays  in two foreign countries in 2007  and  2006  which
resulted  in tax savings of approximately $1,961,000,  $2,646,000
and  $3,969,000,  or $1.58, $2.10 and $3.15 per diluted  earnings
per  common share for the years ended December 31, 2008, 2007 and
2006, respectively.  One of these expired at the end of 2007  and
the other expires in 2012.

Management  believes  Seaboard's future taxable  income  will  be
sufficient  for full realization of the net deferred tax  assets.
The  valuation allowance relates to the tax benefits from foreign
net  operating losses, U.S. charitable contribution carryforwards
and  from  losses  on  investments that would  be  recognized  as
capital  losses.  Management does not believe these benefits  are
more likely than not to be realized due to limitations imposed on
the deduction of these losses.  The increase of $2,956,000 in the
valuation  allowance for 2008 was primarily the  result  of  U.S.
charitable  contributions of appreciated property  made  in  2008
which  are subject to a five year carryforward period and certain
taxable  income limitations, partially offset by the  realization
of  capital  loss carryforwards.  At December 31, 2008,  Seaboard
had   foreign   net  operating  loss  carryforwards   (NOLs)   of
approximately  $32,811,000 a portion of which expire  in  varying
amounts  between  2009  and 2012, while  others  have  indefinite
expiration periods.

At  December  31,  2008,  Seaboard had  state  tax  credit  carry
forwards  of approximately $10,451,000, $9,787,000 of  the  state
tax credits carryforward indefinitely and $664,000 expire between
2012 and 2017.

<PAGE> 45

Note 8

Notes Payable and Long-term Debt

Notes  payable  amounting  to  $177,205,000  and  $85,088,000  at
December   31,   2008  and  2007,  respectively,   consisted   of
obligations  due  banks on demand or based on Seaboard's  ability
and  intent to repay within one year.  On July 10, 2008, Seaboard
entered  into  an  Amended  and Restated  Credit  Agreement  that
increased  its  committed  line of credit  from  $100,000,000  to
$300,000,000.   This credit facility has a term  of  five  years,
maturing  July  10, 2013.  At December 31, 2008, Seaboard  had  a
committed  line  totaling  $300,000,000  and  uncommitted   lines
totaling approximately $134,341,000 of which $99,841,000  of  the
uncommitted  lines relate to foreign subsidiaries.   At  December
31, 2008, borrowings outstanding under the committed line totaled
$115,000,000  and  borrowings outstanding under  the  uncommitted
lines  totaled  $5,567,000, all related to foreign  subsidiaries.
The  uncommitted  borrowings outstanding  at  December  31,  2008
primarily represented $5,188,000 denominated in Argentine  pesos.
At  December  31, 2008, Seaboard's borrowing capacity  under  its
committed and uncommitted lines were reduced by letters of credit
(LCs)   totaling   $58,071,000,  and  $1,276,000,   respectively,
primarily including $42,688,000 of LCs for Seaboard's outstanding
Industrial  Development  Revenue Bonds  (IDRBs)  and  $15,208,000
related  to insurance coverages.  Also included in Notes  Payable
at  December  31, 2008 was a term note of $56,638,000 denominated
in  Japanese Yen which was converted during the fourth quarter of
2008  from  a  previous uncommitted line.  The  weighted  average
interest rates for outstanding notes payable were 6.04% and 5.33%
at December 31, 2008 and 2007, respectively.

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

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

                                                                 December 31,
(Thousands of dollars)                                          2008     2007

Private placements:

 5.80% senior notes, due 2009                               $   6,500 $ 13,000

 6.21% senior notes, due 2009                                  38,000   38,000

 6.21% senior notes, due 2009 through 2012                      4,286    5,357

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

Industrial Development Revenue Bonds, floating rates
 (1.25% - 1.57% at December 31, 2008) due 2014 through 2027    41,800   41,800

Bank debt, 6.87% - 7.60%, due 2009 through 2010                   319    3,684

Foreign subsidiary obligations, 2.00% - 17.00%, due 2009
 through 2010                                                   1,217    1,841

Foreign subsidiary obligation, floating rate due 2009             262      280

Capital lease obligations and other                             2,230    2,482
                                                              125,614  137,444
Current maturities of long-term debt                          (47,054) (11,912)

 Long-term debt, less current maturities                    $  78,560 $125,532

Of  the  2008  foreign  subsidiary  obligations,  $1,074,000  was
denominated  in  CFA  francs, $262,000 was payable  in  Argentine
pesos,  and  the remaining $143,000 was denominated in Mozambique
metical.   Of the 2007 foreign subsidiary obligations, $1,692,000
was  denominated in CFA francs, $280,000 was payable in Argentine
pesos,  and  the remaining $149,000 was denominated in Mozambique
metical.

The  terms  of the note agreements pursuant to which  the  senior
notes,  IDRBs,  bank debt and credit lines were  issued  require,
among  other terms, the maintenance of certain ratios and minimum
net  worth,  the most restrictive of which requires  consolidated
funded   debt   not   to   exceed  50%  of   consolidated   total
capitalization; an adjusted leverage ratio of less  than  3.5  to
1.0; requires the maintenance of consolidated tangible net worth,
as   defined,  of  not  less  than  $1,150,000,000  plus  25%  of
cumulative  consolidated  net income beginning  March  29,  2008;
limits  aggregate

<PAGE> 46

dividend payments to $10.0 million plus 50%  of consolidated  net
income less 100% of consolidated net losses beginning January  1,
2002 plus the  aggregate  amount  of  Net  Proceeds   of  Capital
Stock for such period ($497,863,000  as  of  December  31,  2008)
or  $15,000,000  per  year  under certain  circumstances;  limits
the  sum of subsidiary  indebtedness and priority indebtedness to
10% of consolidated tangible net  worth;  and  limits  Seaboard's
ability to acquire investments  and  sell  assets  under  certain
circumstances.  Seaboard is in  compliance  with  all restrictive
debt covenants  relating  to these  agreements as of December 31,
2008.

Annual  maturities of long-term debt at December 31, 2008 are  as
follows:  $47,054,000 in 2009, $2,028,000 in 2010, $1,477,000  in
2011,  $32,546,000  in  2012, $556,000 in  2013  and  $41,953,000
thereafter.

Note 9

Derivatives and Fair Value of Financial Instruments

As  discussed in Note 1, Seaboard adopted FAS 157 on  January  1,
2008  with  the  exception  of  the disclosure  requirements  for
nonfinancial  assets  and  nonfinancial  liabilities  that   were
deferred.   FAS 157 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).  FAS 157 utilizes a fair value hierarchy  that
prioritizes  the inputs to valuation techniques used  to  measure
fair  value  into three broad levels.  The following is  a  brief
description of those three levels:

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

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

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

The following table shows assets and liabilities measured at fair
value  (derivatives exclude margin accounts) on a recurring basis
as  of December 31, 2008 and also the level within the fair value
hierarchy used to measure each category of assets.

                                             Balance
                                           December 31,
(Thousands of dollars)                        2008    Level 1  Level 2  Level 3

  Assets:
Available-for-sale securities              $ 300,909 $ 79,059 $221,850  $     -
Trading securities- short term investments    11,771   11,771        -        -
Trading securities - other current assets     22,178   15,362    6,816        -
Derivatives                                   20,188   16,587    3,601        -
  Total Assets                             $ 355,046 $122,779 $232,267  $     -
  Total Liabilities - Derivatives          $  22,381 $ 19,137 $  3,244  $     -

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 determined  by  comparing
interest  rates  for debt with similar terms and maturities.  The
cost  and  fair  values  of investments  and  long-term  debt  at
December 31, 2008 and 2007 are presented below.

December 31,                                  2008                2007
(Thousands of dollars)                  Cost   Fair Value   Cost    Fair Value

Short-term investments, available
 for sale                             $298,678  $300,909   $284,553  $286,660
Short-term investments, trading          9,008    11,771          -         -
Long-term debt                         125,614   131,822    137,444   140,720

<PAGE> 47

In  March  2008, the FASB issued FAS No. 161, "Disclosures  about
Derivative  Instruments  and Hedging Activities-an  amendment  of
FASB  Statement No. 133" (FAS 161).  This statement  will  change
the   disclosure  requirements  for  derivative  instruments  and
hedging  activities.  Entities are required to  provide  enhanced
disclosures   about  how  and  why  an  entity  uses   derivative
instruments, how derivative instruments and related hedged  items
are  accounted  for  under  Statement No.  133  and  its  related
interpretations,  and  how  derivative  instruments  and  related
hedged items affect an entity's financial position, net earnings,
and  cash  flows.  Seaboard will be required to adopt  these  new
disclosures as of January 1, 2009.

Commodity Instruments

Seaboard  uses various grain, meal, hog, pork bellies and  energy
related  resources futures and options to manage its exposure  to
price  fluctuations  for  raw materials  and  other  inventories,
finished  product  sales  and  firm  sales  commitments.    While
management  believes  its  commodity  futures  and  options   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.
From time to time, Seaboard may enter into speculative derivative
transactions   not   directly  related  to   its   raw   material
requirements.  The nature of Seaboard's market risk exposure  has
not  changed materially since December 31, 2007.  The fair  value
of  these  commodity derivatives are included with other  current
assets  or other accrued liabilities on the Consolidated  Balance
Sheet.  The change in fair value of the commodity derivatives are
marked  to  market  as  a  component of  cost  of  sales  on  the
Consolidated Statements of Earnings.  Since these derivatives are
not   accounted  for  as  hedges,  fluctuations  in  the  related
commodity prices could have a material impact on earnings in  any
given year.

As  previously  disclosed,  during July  2008  the  Pork  segment
significantly  increased the number of  hog,  grain  and  oilseed
futures  contracts entered into based on market  conditions  that
existed  at  that point in time.  During the latter part  of  the
fourth  quarter  of  2008,  as  a result  of  changes  in  market
conditions  since  July, these additional positions  were  closed
leaving  remaining  open  positions  more  closely  approximating
historical levels.

At December 31, 2008 and 2007, Seaboard had open net contracts to
purchase  and (sell) (8,305,000) and 11,182,000 bushels of  grain
with  fair  values of $(3,272,000) and $7,489,000,  respectively,
and 61,000 and (54,000) tons of soybean meal with fair values  of
$(589,000)  and  $(5,557,000), respectively, and  13,200,000  and
11,400,000  pounds  of  hogs with fair values  of  $(23,000)  and
$(996,000), respectively, included with other accrued liabilities
or  other current assets on the Consolidated Balance Sheets.   At
December 31, 2008, Seaboard had contracts to sell 1,722,000  tons
of  heating  oil with a fair value of $59,000.  In  addition,  at
December  31,  2007 Seaboard also had contracts  to  buy  720,000
pounds  of  pork  bellies with a fair value of $2,000.   For  the
years  ended December 31, 2008, 2007 and 2006 Seaboard recognized
net realized and unrealized gains of $36,156,000 $18,469,000, and
$12,157,000,   respectively,  related  to  commodity   contracts,
primarily   included  in  cost  of  sales  on  the   Consolidated
Statements of Earnings.

Foreign currency exchange agreements

Seaboard  enters  into  foreign currency exchange  agreements  to
manage  the  foreign currency exchange rate risk with respect  to
certain transactions denominated in foreign currencies.  The fair
value  of  the foreign exchange agreements are included in  other
current  assets or other accrued liabilities on the  Consolidated
Balance  Sheets as of December 31, 2008 and 2007.  The change  in
value of the foreign exchange agreements are marked to market  as
a  component  of cost of sales on the Consolidated Statements  of
Earnings  as management believes these primarily related  to  the
underlying  commodity transaction with the exception of  the  Yen
foreign  exchange  agreement.  The change in  value  of  the  Yen
foreign exchange agreement is marked to market as a component  of
foreign  currency gain (loss) on the Consolidated  Statements  of
Earnings.   Since  these  agreements are  not  accounted  for  as
hedges, fluctuations in the related currency exchange rates could
have a material impact on earnings in any given year.

At  December  31,  2008 and 2007, Seaboard  had  trading  foreign
exchange  contracts (receive $U.S./pay South African Rand  (ZAR))
to  cover  its firm sales commitments and trade receivables  with
notional  amounts  of $77,343,000 and $99,854,000,  respectively,
with  a  fair  value of $1,817,000, and $(471,000), respectively,
included in other accrued liabilities on the Consolidated Balance
Sheet.

At  December  31,  2008 and 2007, Seaboard  had  trading  foreign
exchange  contracts  (receive $U.S./pay  ZAR)  to  cover  various
foreign  currency working capital needs for notional  amounts  of
$28,490,000  and  $598,000  respectively,  with  fair  values  of
$(114,000) and $(1,000), respectively.

<PAGE> 48

At  December  31,  2008  and 2007 Seaboard  had  trading  foreign
exchange  contracts (receive $U.S./pay Euro) to  cover  its  firm
sales commitments and trade receivables with a notional amount of
$43,076,000  and $26,706,000 respectively, with  fair  values  of
$(2,367,000)  and $(1,186,000), respectively, included  in  other
accrued liabilities on the Consolidated Balance Sheet.

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

At  December  31,  2008 and 2007, Seaboard  had  trading  foreign
exchange contracts (receive Japanese Yen/pay $U.S.) to cover note
payable  borrowings for a term note denominated in  Japanese  Yen
for    notional   amounts   of   $58,781,000   and   $63,081,000,
respectively,  with  fair values of $1,017,000 and  $(1,945,000),
respectively.

Forward Freight Agreements

During  the  fourth  quarter of 2007, the Commodity  Trading  and
Milling  segment entered into certain forward freight agreements,
viewed as taking long positions in the freight market as well  as
covering  short  freight sales, which may or may  not  result  in
actual  losses  when future trades are executed.   These  forward
freight   agreements  which  extend  into  2009  are  viewed   by
management as an economic hedge against the potential  of  future
rising charter hire rates to be incurred by this segment for bulk
cargo shipping while conducting its business of delivering grains
to  customers  in many international locations.  At December  31,
2008,  Seaboard had agreements to pay $41,500 and receive $47,750
per  day  during  2009  with  fair values  of  $(11,636,000)  and
$13,917,000,   respectively,   included   with   other    accrued
liabilities and other current assets on the Consolidated  Balance
Sheet.   At  December 31, 2007, Seaboard had  agreements  to  pay
$61,250 per day during 2008 and $41,500 per day during 2009  with
fair  values  of  $(3,546,000)  and  $(2,043,000),  respectively,
included  with  other  accrued liabilities  on  the  Consolidated
Balance  Sheet.  The change in value related to these  agreements
is  recorded  in cost of sales on the Consolidated  Statement  of
Earnings.

Interest Rate Exchange Agreements

In  December 2008, Seaboard entered into a ten-year interest rate
exchange agreement which involves the exchange of fixed-rate  and
variable-rate  interest payments over the life of  the  agreement
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 a notional amount of  $25,000,000.
The  fair value of this interest rate derivative was not material
at December 31, 2008.

At  December  31, 2005 Seaboard had five, ten-year interest  rate
exchange  agreements  outstanding  that  were  not  paired   with
specific variable rate contracts, whereby Seaboard paid a  stated
fixed  rate and received a variable rate of interest on  a  total
notional  amount  of  $150,000,000.  While Seaboard  had  certain
variable  rate debt, these interest rate exchange agreements  did
not  qualify as hedges for accounting purposes. During the second
quarter  of 2006, Seaboard terminated all interest rate  exchange
agreements with a total notional value of $150,000,000.  Seaboard
made  payments in the amount of $1,028,000 to unwind these swaps.
For  the  year ended December 31, 2006, the net gain for interest
rate  exchange  agreements  not  accounted  for  as  hedges   was
$3,374,000  and  was  included  in  Miscellaneous,  net  in   the
Consolidated  Statements of Earnings.  Included in the  gain  for
2006  are net payments of $909,000 during 2006 for the difference
between  the fixed rate paid and variable rate received on  these
contracts.

Note 10

Employee Benefits

Seaboard maintains a defined benefit pension plan (the Plan)  for
its domestic salaried and clerical employees.  The Plan generally
provides eligibility for participation after one year of  service
upon  attaining the age of 21.  Benefits are generally based upon
the  number of years of service and a percentage of final average
pay.   Seaboard  has historically based pension contributions  on
minimum  funding standards to avoid the Pension Benefit  Guaranty
Corporation  variable rate premiums established by  the  Employee
Retirement  Income  Security Act of 1974.   However,  because  of
Seaboard's positive liquidity position for the past three  years,
management  authorized additional contributions to be  made.   In
February  2006  Seaboard made a contribution of $3,811,000  which
was the maximum deductible contribution allowed for the 2005 plan
year.  In April 2007, Seaboard made a deductible contribution  of
$10,000,000 for the 2006 plan year, which resulted in a  slightly
overfunded  status in the Plan as of December  31,  2007.   As  a
result of the significant investment losses incurred in the  Plan
during  the  fourth  quarter  of 2008,  management  is  currently
evaluating  the amount of an additional contribution to  be  made
for  the  2008 plan year during fiscal 2009.  Although  no  final
decision is expected until sometime late in the first quarter  or
early  in the second

<PAGE> 49

quarter, it is expected a contribution  will be made in the range
of $2,000,000 to $15,000,000.  As a  result of this contribution,
at this time management does not anticipate making a contribution
for the 2009 plan year.

Assets  are invested in the Plan to achieve a diversified overall
portfolio  consisting primarily of individual stocks,  bonds  and
mutual funds.  Seaboard is willing to accept a moderate level  of
risk  to  potentially  achieve higher  investment  returns.   The
overall portfolio is evaluated relative to customized benchmarks,
and is expected to exceed the customized benchmark over five year
rolling  periods  and longer.  The investment  strategy  provides
investment  managers' discretion and is periodically reviewed  by
management  for  continued  appropriateness.   Derivatives,  real
estate   investments,  non-marketable  and  private   equity   or
placement securities are not allowed investments under the  Plan.
Seaboard's   asset  allocation  targets  and  actual   investment
composition within the Plan were as follows:

                                        Actual Plan Composition at December 31,
                        Target Percentage
                          of Portfolio            2008         2007

Domestic Large Cap Equity     36%                 33%          37%
Domestic Small and Mid Cap
 Equity                       14%                 13%          14%
International Equity          15%                 14%          17%
Fixed Income                  34%                 39%          32%
Cash                           1%                  1%           0%

In  December 2008, the FASB issued FSP 132(R)-1 which amends  FAS
No.  132(R),  "Employers' Disclosures About  Pensions  and  Other
Postretirement  Benefits."  This  FSP  requires   more   detailed
disclosures  about  employers' plan assets, including  employers'
investment   strategies,  major  categories   of   plan   assets,
concentrations  of  risk  within  plan  assets,   and   valuation
techniques  used  to  measure  the fair  value  of  plan  assets.
Seaboard   will  be  required  to  adopt  these  new   disclosure
requirements as of December 31, 2009 and provide this  additional
information at that time.

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

Assumptions used in determining pension information for the plans
were:
                                                   Years ended December 31,
                                                2008        2007        2006

Weighted-average assumptions
 Discount rate used to determine obligations    6.25%       6.50%       5.75%
 Discount rate used to determine net periodic
  benefit cost                                  6.50%       5.75%       5.50%
 Expected return on plan assets                 7.50%       7.50%       7.50%
 Long-term rate of increase in compensation
  levels                                     4.00-5.00%  4.00-5.00%  4.00-5.00%

For 2008 and 2007, management selected the discount rate based on
a  model-based result where the timing and amount of  cash  flows
approximates   the  estimated  payouts.   For  2006,   management
selected the discount rate based on Moody's year-end published Aa
corporate  bond yield, rounded to the nearest quarter  percentage
point  and compared this rate for reasonableness to a model-based
result  which the timing and amount of cash outflows approximates
the  estimated  payouts.   The expected  return  on  Plan  assets
assumption  is  based  on  the weighted average  of  asset  class
expected  returns  that are consistent with  historical  returns.
The  assumed rate selected was based on model-based results  that
reflect   the  Plan's  asset  allocation  and  related  long-term
projected  returns.   The  measurement  date  for  all  plans  is
December 31.  The unrecognized net actuarial losses are generally
amortized  over  the average remaining working  lifetime  of  the
active participants for these plans.

In  September  2006,  the FASB issued FAS  No.  158,  "Employers'
Accounting  for  Defined Benefit Pension and Other Postretirement
Plans"  (FAS  158).  This statement required companies  to  fully
recognize,   as   an  asset  or  liability,  the  overfunded   or
underfunded  status  of its benefit plan(s) with  the  offset  to
accumulated   other   comprehensive  income,   a

<PAGE> 50

component of  stockholders'  equity.   This   statement  requires
employers  to  recognize  previously  disclosed  but unrecognized
gains or  losses,  prior   service   costs   or   credits,    and
transition  assets   or obligations  when  recognizing  a  plan's
funded  status  as   a component  of   shareholders'  equity   in
accumulated other comprehensive income.  As of December 31, 2006,
Seaboard adopted  FAS  158.   The  adoption  of FAS 158 increased
pension liabilities  by  $15,427,000,  reduced  prepaid   pension
assets by  $13,342,000,  reduced  intangible  pension  assets  by
$7,498,000 and reduced total shareholders' equity by $25,014,000,
net of a deferred tax  asset  of  $11,253,000.   FAS  158 did not
have an  effect  on  2006  net  earnings  or prior year financial
statements.

The  changes in the plans' benefit obligations and fair value  of
assets  for the Plan, supplemental executive plans and retirement
agreements for the years ended December 31, 2008 and 2007, and  a
statement of the funded status as of December 31, 2008  and  2007
were as follows:

December 31,                              2008               2007
                                       Accumulated  Assets exceed  Accumulated
                                        benefits    accumulated     benefits
(Thousands of dollars)                exceed assets   benefits    exceed assets

Reconciliation of benefit obligation:
 Benefit obligation at beginning of
  year                                  $116,844      $ 68,950     $ 52,380
 Service cost                              5,199         2,736        2,266
 Interest cost                             7,510         3,893        2,558
 Actuarial losses (gains)                  8,023        (7,582)       3,070
 Benefits paid                            (4,662)       (2,341)      (1,519)
    Plan amendments                            -             -        1,142
 Settlement                                    -             -       (8,709)
  Benefit obligation at end of year     $132,914      $ 65,656     $ 51,188
Reconciliation of fair value of plan
  assets:
 Fair value of plan assets at beginning
  of year                               $ 81,338      $ 67,138     $      -
 Actual return (loss) on plan assets     (20,626)        6,541            -
 Employer contributions                    2,271        10,000       10,228
 Benefits paid                            (4,662)       (2,341)      (1,519)
 Settlement                                    -             -       (8,709)
 Fair value of plan assets at end of
  year                                  $ 58,321      $ 81,338     $      -
Funded status                           $(74,593)     $ 15,682     $(51,188)

The  funded  status of the Plan was ($14,306,000) and $15,682,000
at  December  31,  2008 and 2007, respectively.  The  accumulated
benefit  obligation for the Plan was $65,994,000 and  $59,674,000
and  for  the  other  plans was $38,593,000  and  $32,750,000  at
December  31, 2008 and 2007, respectively.  Expected  future  net
benefit payments for all plans during each of the next five years
and  in  aggregate  for the five year period beginning  with  the
sixth  year  are as follows: $4,969,000, $8,103,000,  $5,547,000,
$6,393,000, $6,245,000, and $54,070,000, respectively.

The  amounts  not  reflected  in net periodic  benefit  cost  and
included  in  accumulated other comprehensive  income  (AOCI)  at
December 31, 2008 and 2007 were as follows:

(Thousands of dollars)                           2008       2007

Accumulated loss, net of gain                $ (56,322) $ (22,522)
Prior service cost, net of credit               (7,796)    (8,483)
Transitional obligation                            (49)       (65)
Total Accumulated Other Comprehensive Income $ (64,167) $ (31,070)

<PAGE> 51

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

                                          Years ended December 31,
(Thousands of dollars)                     2008     2007     2006

Components of net periodic benefit cost:
 Service cost                            $ 5,199  $ 5,002  $ 4,415
 Interest cost                             7,510    6,451    5,902
 Expected return on plan assets           (6,029)  (5,486)  (4,462)
 Settlement                                    -    3,671        -
 Amortization and other                    1,582    2,224    2,815
 Net periodic benefit cost               $ 8,262  $11,862  $ 8,670

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

The amounts in AOCI expected to be recognized as components of
net periodic benefit cost in 2009 are as follows:

(Thousands of dollars)                                    2009

Accumulated loss, net of gain                            $4,076
Prior service cost, net of credit                           802
Transition obligation                                        16
 Estimated net periodic benefit cost                     $4,894

The  accumulated unrecognized losses for 2008 in the Plan  as  of
December  31,  2008  exceeded  the  10%  deferral  threshold   as
permitted  under FAS No. 87, "Employers' Accounting for Pensions"
as  a result of the significant investment losses incurred during
2008.  Accordingly, Seaboard's pension expense for the Plan  will
increase by approximately $3,000,000 for 2009 as compared to 2008
as  a  result of loss amortization.  In addition, pension expense
for the Plan is expected to increase an additional $1,739,000  as
a  result of reduced expected return on assets, from the  decline
of assets in the Plan during 2008.

Seaboard  participates in a multi-employer  pension  fund,  which
covers  certain  union  employees under a  collective  bargaining
agreement.   Seaboard is required to make contributions  to  this
plan  in  amounts  established under  the  collective  bargaining
agreement.   Contribution  expense for this  plan  was  $498,000,
$453,000 and $442,000 for the years ended December 31, 2008, 2007
and 2006, respectively.  The applicable portion of the total plan
benefits   and  net  assets  of  this  plan  is  not   separately
identifiable  although Seaboard has received notice  the  pension
fund   was   under   funded.   Seaboard  could,   under   certain
circumstances,  be liable for unfunded vested benefits  or  other
expenses  of this jointly administered union plan.  Seaboard  has
not  established any liabilities for potential future  withdrawal
as such withdrawal from this plan is not probable.

Seaboard maintains a defined contribution plan covering  most  of
its   domestic   salaried  and  clerical   employees.    Seaboard
contributes  to  this plan an amount equal to  100%  of  employee
contributions  up  to  a maximum of 3% of employee  compensation.
Employee  vesting is based upon years of service with 20%  vested
after one year of service and an additional 20% vesting with each
additional  complete year of service.  Contribution  expense  for
this plan was $1,812,000, $1,709,000 and $1,643,000 for the years
ended  December  31,  2008,  2007  and  2006,  respectively.   In
addition, Seaboard maintains a defined contribution plan covering
most   of   its  hourly,  non-union  employees  and  two  defined
contribution   plans   covering  most   of   Daily's   employees.
Contribution expense for these plans was $1,038,000, $893,000 and
$664,000  for the years ended December 31, 2008, 2007  and  2006,
respectively.

<PAGE> 52

Beginning  in  2006, Seaboard established a deferred compensation
plan  which allows certain employees to reduce their compensation
in  exchange for values in three investments.  Seaboard also  has
an  Investment  Option  Plan which allowed certain  employees  to
reduce  their compensation in exchange for an option  to  acquire
interests  measured by reference to three investments.   However,
as a result of U.S. tax legislation passed in 2004, reductions to
compensation  earned after 2004 are no longer allowed  under  the
Investment  Option Plan.  The exercise price for each  investment
option  was established based upon the fair market value  of  the
underlying  investment on the date of grant.  Under  both  plans,
Seaboard  contributes  3% of the employees reduced  compensation.
Seaboard's  expense (income) for these two deferred  compensation
plans, which primarily includes amounts related to the change  in
fair   value   of   the  underlying  investment   accounts,   was
$(9,539,000),  $2,298,000  and $2,466,000  for  the  years  ended
December  31,  2008,  2007 and 2006, respectively.   Included  in
other  liabilities at December 31, 2008 and 2007 are  $15,930,000
and  $24,009,000, respectively, representing the market value  of
the  payable to the employees upon exercise for both  plans.   In
conjunction  with these plans, Seaboard purchased  the  specified
number  of units of the employee-designated investment  plus  the
applicable  option price for the Investment Option  Plan.   These
investments are treated as trading securities and are  stated  at
their  fair market values.  Accordingly, as of December 31,  2008
and   2007,  $22,225,000  and  $27,773,000,  respectively,   were
included  in  other  current assets on the  Consolidated  Balance
Sheets.   Investment income (loss) related to the  mark-to-market
of   these   investments  for  2008,  2007,  and   2006   totaled
$(9,618,000), $2,183,000 and $2,358,000, respectively.

Note 11

Commitments and Contingencies

During   the  fourth  quarter  of  2005,  Seaboard's  subsidiary,
Seaboard  Marine,  received a notice  of  violation  letter  from
U.S.  Customs  and  Border  Protection  demanding  payment  of  a
significant penalty for an alleged failure to manifest  narcotics
in  connection  with  Seaboard Marine's shipping  operations,  in
violation  of a federal statute and regulation.   In response  to
Seaboard Marine's petition for relief, the amount of the  penalty
has  been  reduced to an amount which will not  have  a  material
adverse   effect   on  the  consolidated  financial   statements.
Seaboard  has  appealed the reduced penalty  to  seek  a  further
reduction in the penalty.

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

Contingent Obligations

Certain  of  the  non-consolidated  affiliates  and  third  party
contractors  who  perform services for Seaboard  have  bank  debt
supporting  their  underlying operations.   From  time  to  time,
Seaboard  will provide guarantees of that debt allowing  a  lower
borrowing rate or facilitating third party financing in order  to
further  business objectives.  Seaboard does not issue guarantees
of  third  parties  for compensation.  As of December  31,  2008,
Seaboard had guarantees outstanding to two third parties  with  a
total maximum exposure of $1,978,000.  Seaboard has not accrued a
liability  for any of the third party or affiliate guarantees  as
management considers the likelihood of loss to be remote.

As  of December 31, 2008, Seaboard had outstanding $62,389,000 of
letters  of  credit (LCs) with various banks.  Included  in  this
amount  are LCs that reduced Seaboard's borrowing capacity  under
its  committed credit facilities as discussed in Note 8  totaling
$42,688,000  which support the IDRBs included as  long-term  debt
and $15,208,000 of LCs related to insurance coverage.

<PAGE> 53

Commitments

As  of  December 31, 2008 Seaboard had various firm noncancelable
purchase  commitments  and commitments  under  other  agreements,
arrangements  and  operating leases as  described  in  the  table
below.

Purchase commitments                      Years ended December 31,

(Thousands of dollars)       2009     2010     2011    2012     2013 Thereafter

Hog procurement contracts  $163,861 $154,012 $67,340 $      -  $    -  $      -

Grain and feed ingredients  112,471      706       -        -       -         -

Grain purchase contracts
 for resale                 144,142        -       -        -       -         -

Fuel purchase contract       11,987        -       -        -       -         -

Equipment purchases
  and facility improvements  21,630   10,432     507        -       -         -

Other purchase commitments    5,655        -       -        -       -         -

Total firm purchase
 commitments                459,746  165,150  67,847        -       -         -

Vessel, time and voyage-
 charter arrangements        94,985    4,746       -        -       -         -

Contract grower finishing
 agreements                  12,043   11,905  11,098   10,134   9,498    41,738

Other operating lease
 payments                    16,661   15,015  14,420   13,984  13,222   224,957

Total unrecognized firm
 commitments               $583,435 $196,816 $93,365  $24,118 $22,720  $266,695

Seaboard  has contracted with third parties for the  purchase  of
live hogs to process at its pork processing plant and has entered
into grain and feed ingredient purchase contracts to support  its
live  hog  operations.  The commitment amounts  included  in  the
table   are   based   on   projected   market   prices   as    of
December 31, 2008.  During 2008, 2007 and 2006, this segment paid
$155,400,000,  $131,490,000  and $114,921,000,  respectively  for
live hogs purchased under committed contracts.

The  Commodity  Trading  and Milling segment  enters  into  grain
purchase  contracts  and  ocean freight contracts,  primarily  to
support firm sales commitments.  These contracts are valued based
on  projected  commodity prices as of December  31,  2008.   This
segment  also  has  short-term freight  contracts  in  place  for
delivery of future grain sales.

The Power division has entered into a contract for the supply  of
substantially all fuel required through June 2009 at market-based
prices.   The  fuel commitment shown above reflects  the  average
price  per barrel at December 31, 2008 for the minimum number  of
barrels specified in the agreement.

The  Marine segment enters into contracts to time-charter vessels
for use in its operations.  These contracts range from short-term
time-charters for a few months and long-term commitments  ranging
from  one  to three years.  This segment's charter hire  expenses
during 2008, 2007 and 2006 totaled $115,877,000, $88,761,000  and
$91,747,000, respectively.

To  support  the  operations of the Pork  segment,  Seaboard  has
contract  grower  finishing agreements in place with  farmers  to
raise  a  portion  of  Seaboard's hogs  according  to  Seaboard's
specifications  under  long-term service agreements.   Under  the
terms of the agreements, additional payments would be required if
the  grower achieves certain performance standards.  The contract
grower  finishing  obligations shown above do not  reflect  these
incentive  payments  which, given current operating  performance,
total approximately $1,500,000 per year.  In the event the farmer
is  unable  to perform at an acceptable level, Seaboard  has  the
right  to  terminate the contract.  During the years ended  2008,
2007  and  2006,  Seaboard  paid  $13,389,000,  $13,280,000   and
$13,646,000,   respectively,  under  contract  grower   finishing
agreements.

<PAGE> 54

On  May  30,  2008,  Seaboard  Marine Ltd.  ("Seaboard  Marine"),
entered  into  an  Amended and Restated Terminal  Agreement  with
Miami-Dade  County  ("County")  for  Marine  Terminal  Operations
("Amended Terminal Agreement"), pursuant to which Seaboard Marine
renewed  its existing Terminal Agreement with the County  at  the
Port  of  Miami.   The  Amended Terminal  Agreement  will  enable
Seaboard  Marine to continue its existing operations at the  Port
of  Miami.   The  Amended Terminal Agreement has a  term  through
September  30,  2028,  with two five-year  renewal  options,  the
exercise  of which are subject to certain conditions.  The  total
minimum  payments  over the initial term of the Amended  Terminal
Agreement  approximate $283,000,000.  This minimum  amount  could
increase if certain conditions are met.  In addition, the Amended
Terminal Agreement requires Seaboard Marine to fund approximately
$5,000,000  in  terminal upgrades subject to certain  conditions.
The  Amended Terminal Agreement also requires the County to  make
certain  improvements  to Seaboard Marine's  container  yard  and
adjacent  berths  at  the  Port of Miami.  Seaboard  also  leases
various  facilities  and equipment under noncancelable  operating
lease  agreements.  Rental expense for operating leases  amounted
to  $20,413,000, $17,904,000 and $16,008,000 in  2008,  2007  and
2006, respectively.

Note 12

Stockholders' Equity and Accumulated Other Comprehensive Loss

On  August 7, 2007, the Board of Directors authorized Seaboard to
repurchase  from  time to time prior to August  31,  2009  up  to
$50,000,000  market value of its Common Stock in open  market  or
privately  negotiated  purchases, of which  $14,500,000  remained
available  at  December  31, 2008.  Under this  repurchase  plan,
Seaboard used cash to repurchase 3,852 shares of common stock  at
a  total price of $5,012,000 in 2008 and 17,089 shares of  common
stock  at  a  total  price of $30,488,000  in  2007.   The  stock
repurchase will be funded by cash on hand or short-term available
borrowing capacity.    Shares repurchased are retired and  resume
status of authorized and unissued shares.

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

                                                    Years ended December 31,
(Thousands of dollars)                             2008       2007       2006

Cumulative foreign currency translation
 adjustment                                    $ (68,211)  $(58,719)  $(55,811)
Unrealized gain on investments                     1,781      1,149      1,361
Unrecognized pension cost                        (45,273)   (21,081)   (28,140)
Net unrealized loss on cash flow hedges                -          -        (55)
Deferred gain on interest rate swaps                   -          -        152

        Accumulated other comprehensive loss   $(111,703)  $(78,651)  $(82,493)

The  foreign currency translation adjustment primarily represents
the effect of the Argentine peso currency exchange fluctuation on
the  net  assets  of  the  Sugar and Citrus  segment.   When  the
Argentine government lifted the one to one parity of the peso  to
the  U.S.  dollar  at the end of 2001, the peso lost  significant
value  against the dollar.  At December 31, 2008, the  Sugar  and
Citrus  segment  had  $176,908,000 in net assets  denominated  in
Argentine  pesos, $16,154,000 in net assets denominated  in  U.S.
dollars  and  $56,638,000 of liabilities denominated in  Japanese
Yen in Argentina.

As discussed in Note 10, as of December 31, 2006 Seaboard adopted
SFAS  158  resulting  in a $25,014,000 increase  in  unrecognized
pension cost net of a deferred tax benefit of $11,253,000.

With  the  exception  of  the provision related  to  the  foreign
currency translation gains and losses discussed above, which  are
taxed  at  a 35% rate, income taxes for components of accumulated
other comprehensive loss were recorded using a 39% effective  tax
rate.   For 2008 and 2007, the unrecognized pension cost includes
$15,721,000 and $5,457,000, respectively, related to employees at
certain subsidiaries for which no tax benefit has been recorded.

<PAGE> 55

Note 13

Segment Information

Seaboard   Corporation  had  four  reportable  segments   through
December  31, 2008: Pork, Commodity Trading and Milling,  Marine,
and  Sugar  and  Citrus,  each offering  a  specific  product  or
service.   Seaboard's reporting segments are based on information
used  by  Seaboard's Chief Executive Officer in his  capacity  as
chief  operating  decision  maker  to  determine  allocation   of
resources and assess performance.  Each of the four main segments
is   separately  managed  and  each  was  started   or   acquired
independent of the other segments.  The Pork segment produces and
sells  fresh  and  frozen  pork products to  further  processors,
foodservice  operators, grocery stores, distributors  and  retail
outlets  throughout the United States, and to Japan,  Mexico  and
certain other foreign markets.  The Commodity Trading and Milling
segment  internationally markets wheat, corn, soybean meal,  rice
and  other  similar commodities in bulk to third party  customers
and  to  non-consolidated foreign affiliates.  This segment  also
operates  flour, maize and feed mills in foreign countries.   The
Marine  segment, based in Miami, Florida, provides  containerized
cargo  shipping services between the United States, the Caribbean
Basin,  and  Central  and South America.  The  Sugar  and  Citrus
segment  produces  and  processes sugar, citrus  and  alcohol  in
Argentina  primarily to be marketed locally.   Revenues  for  All
Other  segments  are primarily derived from the  Power  division,
which  operates as an unregulated independent power  producer  in
the  Dominican Republic generating power from a system of  diesel
engines mounted on two barges.

The  Pork  segment  derives  approximately  12%  percent  of  its
revenues  from  a  few  customers in  Japan  through  one  agent.
Approximately  all  of  its  hourly  employees  at   its   Guymon
processing   plant   are  covered  by  a  collective   bargaining
agreement.  During the first quarter of 2006, Triumph Foods began
production  at  its new pork processing plant and Seaboard  began
marketing the Triumph pork products for a fee primarily based  on
the number of head processed by Triumph Foods.  The Triumph Foods
plant reached full double shift operating capacity during 2007.

The  Pork  segment  incurred an impairment charge  of  $7,000,000
related to the Daily's trade name in the fourth quarter of  2008.
As  of  December  31, 2008, the Pork segment has  $28,372,000  of
goodwill  and  $17,000,000 of other intangibles  not  subject  to
amortization in connection with its acquisition of Daily's.   See
Note  2  for  further  discussion  including  the  potential  for
additional  future  impairment of  these  intangible  assets,  In
addition,  as  of December 31, 2008, the Pork segment  had  fixed
assets  with  a  net  book value of $45,278,000  related  to  its
biodiesel  processing plant which began operations  during  2008.
See  Note 6 for discussion of the potential for future impairment
of these fixed assets.

In  previously  filed  annual reports,  Seaboard  had  separately
reported  its  Power  division as  a  reportable  segment.   This
division  does not meet the technical requirements for  reporting
as  a  separate  segment and is not expected to  in  the  future.
Accordingly, the Power division is now reported as a part of "All
Other"  and  prior periods have been appropriately  reclassified.
The   Power  division  sells  approximately  40%  of  its   power
generation  to  a government-owned distribution company  under  a
short-term  contract  for  which Seaboard  bears  a  concentrated
credit  risk as this customer, from time to time, has significant
past  due  balances.   As  of December 31,  2008,  this  customer
account  had total billings outstanding of $27,300,000, of  which
$20,000,000 was reclassified to long-term as of December 31, 2008
based on current collection negotiations.

On  March  2, 2009, an  agreement  became  effective under  which
Seaboard will sell its two power barges in the Dominican Republic
for $70,000,000, which will use such barges for private use.  The
agreement  calls  for the sale to occur on or around  January  1,
2011.   Upon  the satisfaction of certain conditions,  which  are
expected to be met during March 2009, $15,000,000 will be paid to
Seaboard  and the $55,000,000 balance of the purchase price  will
be  paid into escrow and paid to Seaboard at the closing  of  the
sale.  The  book  value of the two barges was $23,851,000  as  of
December  31, 2008.  Seaboard will continue to operate these  two
barges  until  the  closing date of the sale, with  an  estimated
annual  depreciation cost of approximately $3,600,000.   Seaboard
will  be responsible for the wind down and decommissioning  costs
of  the barges.  Completion of the sale is dependent upon several
issues,  including  meeting  certain  baseline  performance   and
emission  tests.   Failure to satisfy or  cure  any  deficiencies
could  result in the agreement being terminated.  Seaboard  could
be  responsible to pay liquidated damages of up to  approximately
$15,000,000 should it fail to perform its obligations  under  the
agreement, after expiration of applicable cure and grace periods.
Seaboard  will  retain  all  other physical  properties  of  this
business  and  is  considering  options  to  continue  its  power
business in the Dominican Republic after the sale of these assets
is completed.

<PAGE> 56

Seaboard's investment in a Bulgarian wine business (the Business)
and  related losses from this Business are included  in  the  All
Other  Segments.   As  discussed in Note 5, after  recording  its
share  of  operating  losses  for the  fourth  quarter  of  2007,
Seaboard  discontinued using the equity method of accounting  and
wrote-off  the  remaining investment balance as of  December  31,
2007.  In 2007 and 2006, Seaboard recorded 50% of the losses from
the  Business.   In June 2008, Seaboard received $1,078,000  from
another   shareholder  of  the  Business  in  exchange  for   the
assignment  by  Seaboard  to the shareholder  of  all  rights  to
Seaboard's  previous  loans and advances to  the  Business.   The
proceeds  of  this transaction were recorded in Other  Investment
Income.    In  February  2009,  Seaboard  received  approximately
$64,000  for  all  of  its remaining shares outstanding  in  this
Business.

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

Sales to External Customers:

                                        Years ended December 31,
(Thousands of dollars)               2008         2007         2006

Pork                             $1,125,969   $1,003,790   $1,002,656
Commodity Trading and Milling     1,897,374    1,152,035      735,583
Marine                              958,027      822,221      741,563
Sugar and Citrus                    142,148      125,882      123,378
All Other                           144,286      109,373      104,217
   Segment/Consolidated Totals   $4,267,804   $3,213,301   $2,707,397


Operating Income:

                                        Years ended December 31,
(Thousands of dollars)               2008         2007         2006

Pork                             $  (45,934)  $   39,528   $  138,303
Commodity Trading and Milling        96,517       20,905       37,225
Marine                               62,365      104,156      106,033
Sugar and Citrus                      3,690       15,484       19,184
All Other                             8,878        6,036       10,001
   Segment Totals                   125,516      186,109      310,746
Corporate                            (3,707)     (16,194)     (13,751)
   Consolidated Totals           $  121,809   $  169,915   $  296,995


Income from Foreign Affiliates:

                                        Years ended December 31,
(Thousands of dollars)               2008         2007         2006

Commodity Trading and Milling    $   12,629   $    5,232   $    6,323
Sugar and Citrus                        455          360       (1,060)
All Other                                 -       (1,718)      (1,241)
   Segment/Consolidated Totals   $   13,084   $    3,874   $    4,022

<PAGE> 57

Depreciation and Amortization:

                                        Years ended December 31,
(Thousands of dollars)               2008         2007         2006

Pork                             $   53,288   $   47,258   $   43,744
Commodity Trading and Milling         4,509        4,501        3,974
Marine                               19,994       16,568       13,502
Sugar and Citrus                      8,030        6,510        5,800
All Other                             4,341        4,067        3,955
   Segment Totals                    90,162       78,904       70,975
Corporate                               219          317          283
   Consolidated Totals           $   90,381   $   79,221   $   71,258

Total Assets:

                                                     December 31,
(Thousands of dollars)                            2008         2007

Pork                                          $  800,062   $  783,288
Commodity Trading and Milling                    543,303      447,211
Marine                                           267,268      231,278
Sugar and Citrus                                 225,716      171,978
All Other                                         81,222       71,640
   Segment Totals                              1,917,571    1,705,395
Corporate                                        413,790      388,304
   Consolidated Totals                        $2,331,361   $2,093,699


Investment in and Advances to Foreign Affiliates:

                                                     December 31,
(Thousands of dollars)                            2008         2007

Commodity Trading and Milling                 $   66,578   $   59,538
Sugar and Citrus                                   1,513        1,168
   Segment/Consolidated Totals                $   68,091   $   60,706


Capital Expenditures:

                                        Years ended December 31,
(Thousands of dollars)               2008         2007         2006

Pork                             $   52,649   $   78,085   $   30,324
Commodity Trading and Milling         4,333        3,013        4,024
Marine                               46,309       61,045       30,429
Sugar and Citrus                     30,964       21,424       18,379
All Other                               364          580        1,140
   Segment Totals                   134,619      164,147       84,296
Corporate                                15           26        1,590
   Consolidated Totals           $  134,634   $  164,173   $   85,886

Administrative   services  provided  by  the   corporate   office
allocated to the individual segments represent corporate services
rendered to and costs incurred for each specific division 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.

<PAGE> 58

Geographic Information

Seaboard   had  sales  in  South  Africa  totaling  $437,362,000,
$322,998,000  and $172,067,000 for the years ended  December  31,
2008,  2007  and  2006, respectively, representing  approximately
10%,  10%  and  6% of total sales for each respective  year.   No
other  individual foreign country accounted for 10%  or  more  of
sales to external customers.

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

                                            Years ended December 31,
(Thousands of dollars)                   2008         2007        2006

United States                        $  924,470   $  936,825  $1,027,295

Caribbean, Central and South America  1,726,789    1,151,032     845,577

Africa                                1,269,505      810,084     588,050

Pacific Basin and Far East              162,122      154,127     147,560

Canada/Mexico                           143,665       91,513      78,044

Eastern Mediterranean                    23,719       43,136       3,979

Europe                                   17,534       26,584      16,892

 Totals                              $4,267,804   $3,213,301  $2,707,397

The  following table provides a geographic summary of  Seaboard's
long-lived  assets  according  to  their  physical  location  and
primary port for the vessels.

                                                        December 31,
(Thousands of dollars)                                2008        2007

United States                                     $  594,908  $  593,271

Argentina                                             85,156      68,545

Dominican Republic                                    30,234      39,229

All other                                             54,444      29,350

 Totals                                           $  764,742  $  730,395

At  December  31,  2008  and  2007,  Seaboard  had  approximately
$168,303,000   and   $183,647,000,   respectively,   of   foreign
receivables,  excluding receivables due from foreign  affiliates,
which  generally  represent more of a collection  risk  than  the
domestic  receivables.   Management believes  its  allowance  for
doubtful accounts is adequate.

<PAGE> 59

                       Stockholder Information

Board of Directors
_______________________________________________________________________________

Steven J. Bresky                          Kevin M. Kennedy
Director and Chairman of the              Director
Board                                     Chief Financial Officer,
President and Chief Executive             Nautilus Holdings Ltd.
Officer
                                          Joseph E. Rodrigues
David A. Adamsen                          Director
Director                                  Retired, former Executive
Vice President - Wholesale                Vice President and
Sales,                                    Treasurer
C&S Wholesale Grocers

Douglas W. Baena
Director
Chief Executive Officer,
CreditAmerica Corporation

Officers
_______________________________________________________________________________

Steven J. Bresky                          Ralph L. Moss
President and Chief Executive             Vice President, Governmental
Officer                                   Affairs

Robert L. Steer                           David S. Oswalt
Senior Vice President, Chief              Vice President, Taxation and
Financial Officer                         Business Development

David M. Becker                           Ty A. Tywater
Vice President, General Counsel           Vice President, Audit Services
and Secretary
                                          John A. Virgo
Barry E. Gum                              Vice President, Corporate
Vice President, Finance and               Controller and Chief Accounting
Treasurer                                 Officer

James L. Gutsch                           Adriana N. Hoskins
Vice President, Engineering               Assistant Treasurer


Chief Executive Officers of Principal Seaboard Operations
_______________________________________________________________________________

Rodney K. Brenneman                Richard A. Watt
Pork                               Sugar & Citrus

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

Edward A. Gonzalez
Marine



Stock Transfer Agent and           Availability of 10-K Report
Registrar of Stock                 ____________________________________________
________________________________
                                   Seaboard files its Annual
Computershare Trust Company,       Report on Form 10-K with the
N.A.                               Securities and Exchange
P.O. Box 43078                     Commission.  Copies of the
Providence, Rhode Island 02940-     Form 10-K for fiscal 2008 are
3078                               available without charge by
(800) 884-4225                     writing Seaboard Corporation,
                                   9000 West 67th Street, Shawnee
Auditors                           Mission, Kansas 66202,
________________________________   Attention: Shareholder
                                   Relations or via the Internet
KPMG LLP                           at.
1000 Walnut, Suite 1000            http://www.seaboardcorp.com/in
Kansas City, Missouri 64106        vestors/Annual.aspx
                                   Seaboard provides access to its
Stock Listing                      most recent Form 10-K, 10-Q and
________________________________   8-K reports on its Internet
                                   website, free of charge, as
Seaboard's common stock is         soon as reasonably practicable
traded on the NYSE Alternext       after those reports are
US (formerly, American Stock       electronically filed with the
Exchange) under the symbol         Securities and Exchange
SEB.  Seaboard had 191             Commission.
shareholders of record of its
common stock as of February 6,
2009.

<PAGE> 60