LIQUIDITY AND CAPITAL RESOURCES

Summary of Sources and Uses of Cash

Cash and short-term investments as of April 4, 2009 decreased $43.0 million to $330.3 million from December 31, 2008. The decrease was the result of using cash generated by operating activities of $58.1 million and $15.0 million received for the potential sale of power barges, as discussed below, to reduce notes payable by $98.7 million, to spend $15.7 million on capital expenditures and to repurchase common stock for $2.9 million. Cash from operating activities increased $73.3 million for the three months ended April 4, 2009 compared to the same period in 2008, primarily as the result of decreases in working capital in the Commodity Trading and Milling segment, primarily as a result of decreased amounts of inventory, partially offset by lower net earnings for the first quarter of 2009 compared to the first quarter of 2008.

Acquisitions, Capital Expenditures and Other Investing Activities

During the three months ended April 4, 2009, Seaboard invested $15.7 million in property, plant and equipment, of which $6.9 million was expended in the Pork segment, $5.8 million in the Marine segment, and $2.1 million in the Sugar segment. The Pork segment expenditures were primarily for upgrades to the Guymon pork processing plant, improvements to existing hog facilities and the ham-boning and processing plant being built in Mexico. This plant is currently expected to be completed in the second quarter of 2009. The Marine segment expenditures were primarily for purchases of cargo carrying and handling equipment. In the Sugar segment, the capital expenditures were primarily for expansion of cane growing operations and development of the cogeneration plant. All other capital expenditures are of a normal recurring nature and primarily include replacements of machinery and equipment, and general facility modernizations and upgrades.

For the remainder of 2009 management has budgeted capital expenditures totaling $79.2 million. The Pork segment plans to spend $13.0 million for improvements to existing hog facilities, upgrades to the Guymon pork processing plant, additional facility upgrades and related equipment and completion of the plant in Mexico discussed above. The Marine segment has budgeted $37.8 million primarily for the purchase of additional cargo carrying and handling equipment, and the expansion of existing port facilities. In addition, management will be evaluating whether to purchase additional containerized cargo vessels for the Marine segment during 2009. The Sugar segment plans to spend a total of $22.8 million consisting of $14.2 million for the development of a 40 megawatt cogeneration plant, with the remaining amount primarily for the expansion of cane growing operations and harvesting equipment. The cogeneration plant is expected to be operational by the second quarter of 2010 with an additional $10.0 million anticipated to be spent during 2010. The balance of $5.6 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.

On March 2, 2009, an agreement became effective under which Seaboard agreed to sell its two power barges in the Dominican Republic on or around January 1, 2011 for $70.0 million. During March 2009, $15.0 million was paid to Seaboard and the $55.0 million balance of the purchase price was paid into escrow and will be paid to Seaboard at the closing of the sale. See Note 8 to the Condensed Consolidated Financial Statements for further discussion.

Financing Activities and Debt

As of April 4, 2009, Seaboard had committed lines of credit totaling $300.0 million and uncommitted lines totaling $132.9 million. As of April 4, 2009, there were no borrowings outstanding under the committed lines of credit and borrowings under the uncommitted lines of credit totaled $21.7 million. Outstanding standby letters of credit reduced Seaboard's borrowing capacity under its committed and uncommitted credit lines by $58.1 million and $1.9 million, respectively, primarily representing $42.7 million for Seaboard's outstanding Industrial Development Revenue Bonds and $15.2 million related to insurance coverages. Also included in notes payable as of April 4, 2009 was a term note of $51.3 million denominated in Japanese Yen.

Seaboard's remaining 2009 scheduled long-term debt maturities total $46.2 million. Although the current global liquidity crisis and worldwide economic downturn could affect Seaboard's ability to fund operations, management believes Seaboard's current combination of internally generated cash, liquidity, capital resources and borrowing capabilities will be adequate for its existing operations and any currently known potential plans for expansion of existing operations or business segments for 2009. In July 2008, Seaboard secured a $300.0 million line of credit for five years and as of April 4, 2009, has cash and short-term investments of $330.3 million with total net working capital of $806.0 million. In management's view, the primary liquidity issues for 2009 pertain to its

14 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 periodically reviews various alternatives for future financing to provide additional liquidity for future operating plans. Despite the current global business climate, management intends to continue seeking opportunities for expansion in 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 which $11.6 million remained available at April 4, 2009. For the three months ended April 4, 2009, Seaboard used cash to repurchase 3,233 shares of common stock at a total price of $2.9 million. It is anticipated that any future stock repurchases will be funded by cash on hand or short-term investments. 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.

See Note 6 to the Condensed Consolidated Financial Statements for a summary of Seaboard's contingent obligations, including guarantees issued to support certain activities of non-consolidated affiliates or third parties who provide services for Seaboard.

RESULTS OF OPERATIONS

Net sales decreased to $917.6 million for the first quarter of 2009 compared to $993.7 million for the first quarter of 2008, primarily reflecting price decreases for commodities sold by the commodity trading business and decreased commodity trading volumes. Partially offsetting the decrease was higher volumes of pork products sold.

Operating income decreased to $16.0 million in 2009, compared to $59.4 million during the first quarter of 2008. The decrease for the quarter is primarily the result of lower commodity trading margins, including a $13.6 million fluctuation of marking to market Commodity Trading and Milling derivative contracts, as discussed below. The decrease is also the result of lower sale prices for pork products and increases in the cost of production of live hogs and plant operations. The decreases were partially offset by higher margins on marine cargo services primarily as a result of higher cargo rates during 2009 compared to 2008.

Pork Segment

                                                  Three Months Ended
                                                 April  4,  March 29,
(Dollars in millions)                              2009       2008

Net sales                                        $ 262.8    $ 238.9
Operating loss                                   $ (17.1)   $  (4.8)

Net sales for the Pork segment increased $23.9 million in the first quarter of 2009 compared to the first quarter of 2008. The increase for the quarter is primarily the result of higher volumes of pork products sold, primarily export sales, and, to a lesser extent, sales of biodiesel related to the start-up of the new biodiesel processing plant during the second quarter of 2008. The increased volumes were made possible by the expansion in daily capacity at the Guymon processing plant during the first quarter of 2008. The increase was partially offset by lower sale prices for pork products.

Operating income for the Pork segment decreased $12.3 million in the first quarter of 2009 compared to the first quarter of 2008. The decrease primarily related to lower sale prices for pork products noted above, increased costs of third party hogs, and various increases in the cost of production of live hogs and plant operations. Increased costs for internally raised hogs processed during the quarter, primarily the result of previous increases in the price of corn and, to a lesser extent, soybean meal, along with related commodity derivative losses were offset by decreases in LIFO. LIFO increased operating income by $5.1 million in 2009 compared to a decrease of $7.1 million in the first quarter of 2008, primarily as a result of lower costs to purchase corn and soybean meal during the first quarter of 2009. Commodity derivative losses were $1.6 million for the first quarter of 2009 compared to gains of $5.7 million for the first quarter of 2008.

Management is unable to predict future market prices for pork products or the cost of feed and hogs purchased from third parties. As market volatility for commodity prices has continued during the first quarter of 2009,

15 management cannot predict future operating results but currently anticipates that this segment will become profitable during the second half of 2009. However, in April 2009, reports of a new flu strain believed to originate in Mexico rapidly received wide-spread public attention. Despite confirmations that people could not catch this strain of influenza by eating or handling pork products, early reports labeled this strain as "swine flu." In late April, U.S. officials re-named this strain as "2009 H1N1 flu", recognizing that this strain had not been found in any pigs, and therefore it cannot be contracted from pork products. In response to initial reports, certain countries banned U.S. pork exports and Seaboard's pork segment noted a decrease in demand and overall market prices for certain of its pork products. Management is currently unable to estimate the extent of the impact of these flu related concerns on the profitability of this segment or on Seaboard's results of operations, but believes the impact could be material depending on how quickly the general public disassociates the incident from eating pork products.

In addition, as discussed in Note 8 to the Condensed 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.

Commodity Trading and Milling Segment
                                                  Three Months Ended
                                                 April 4,   March 29,
(Dollars in millions)                              2009       2008

Net  sales                                       $ 380.9    $ 479.9
Operating  income                                $  13.1    $  49.1
Income from foreign affiliates                   $   3.7    $   3.9

Net sales for the Commodity Trading and Milling segment decreased $99.0 million in the first quarter of 2009 compared to the first quarter of 2008. The decrease is primarily the result of price decreases for commodities sold by the commodity trading business, especially for wheat, and decreased commodity trading volumes.

Operating income for this segment decreased $36.0 million in the first quarter of 2009 compared to the first quarter of 2008. The decrease reflects the $13.6 million fluctuation of marking to market the derivative contracts as discussed below and write-downs of $8.8 million for certain grain inventories during the first quarter of 2009 for customer contract performance issues and related lower of cost or market adjustments as discussed further in Note 2 to the Condensed Consolidated Financial Statements. The decrease also reflects certain long inventory positions, especially wheat, taken by Seaboard which provided higher than average commodity trading margins during the first quarter of 2008 as the price of these commodities significantly increased to historic highs at the time of sale in 2008 and, to a lesser extent, the decreased commodity trading volumes noted above.

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 the remainder of 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 and early 2009 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 2 to the Condensed Consolidated Financial Statements for discussion regarding certain grain inventories. If any one or more of these conditions develop, the result may materially lower operating income and could result in operating losses for any one or all of the commodity trading, consolidated milling and foreign affiliate operations.

16 Had Seaboard not applied mark-to-market accounting to its derivative instruments, operating income would have been lower by $3.6 million and $17.2 million, respectively, for the first quarter of 2009 and 2008. 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. As products are delivered to customers, these mark-to- market adjustments will be primarily offset by realized margins as revenue is recognized. Accordingly, these mark-to-market gains could reverse in future periods, including fiscal 2009.

Income from foreign affiliates in the first quarter of 2009 decreased by $0.2 million compared to the first quarter of 2008. 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.

Marine Segment

                                                  Three Months Ended
                                                 April 4,   March 29,
(Dollars in millions)                              2009       2008

Net sales                                        $ 206.9    $ 210.9
Operating income                                 $  19.7    $  10.9

Net sales for the Marine segment decreased $4.0 million in the first quarter of 2009 compared to the first quarter of 2008 primarily reflecting lower cargo volumes as a result of economic declines in most markets served by Seaboard. The decrease in net sales was partially offset by higher cargo rates in most market served for the first quarter of 2009 compared to the first quarter of 2008, although most cargo rates were lower than the fourth quarter of 2008.

Operating income for the Marine segment increased $8.8 million for the first quarter of 2009 compared to the first quarter of 2008. The increase was primarily the result of higher cargo rates discussed above and, to a lesser extent, significantly lower fuel costs for vessels and trucking expenses on a per unit shipped basis. Partially offsetting the increase was higher operating costs on a per unit shipped basis including charter hire and owned-vessel operating costs, port costs and stevedoring. Management cannot predict changes in future cargo volumes and cargo rates or to what extent changes in economic conditions in markets served will continue to affect net sales or operating income during the remainder of 2009. However, given the recent decline in global trade, management anticipates a material decrease in operating income for the remainder of 2009 compared to 2008, although recent trends suggesting lower fuel, trucking and charter hire expenses for the remainder of 2009 could result in better than anticipated operating results.

Sugar Segment

                                                  Three Months Ended
                                                 April 4,   March 29,
(Dollars in millions)                              2009       2008

Net sales                                        $  42.0    $  31.0
Operating income                                 $   2.3    $   3.2
Income from foreign affiliates                   $   0.2    $   0.0

Net sales for the Sugar segment increased $11.0 million for the first quarter of 2009 compared to the first quarter of 2008. The increase primarily reflects an increase in volumes and, to a lesser extent, higher sugar prices primarily for export sales. Although domestic Argentine sugar prices increased slightly, 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.

17 Operating income decreased $0.9 million in the first quarter of 2009 compared to the first quarter of 2008. The decrease primarily reflects a $2.8 million charge to earnings in 2009 related to write- down of citrus inventories and related costs as discussed below along with higher selling and administrative personnel costs partially offset by higher income from sugar sales as discussed above. Management anticipates this segment to remain profitable for the remainder of 2009. See Note 8 to the Condensed Consolidated Financial Statements for discussion regarding the decision by management in March 2009 to not process, package or market the 2009 harvest for the citrus and related juice operations plus an additional charge to earnings of approximately $1.4 million anticipated to be incurred in the second quarter of 2009 related to the citrus plantation and potential further write-downs in future quarters related to the remaining fixed assets with a net book value of $3.7 million as of April 4, 2009.

All Other

                                                  Three Months Ended
                                                 April 4,   March 29,
(Dollars in millions)                              2009       2008

Net sales                                        $  25.0    $  32.9
Operating income                                 $   1.6    $   2.6

Net sales and operating income primarily represents results from the Dominican Republic Power division. Net sales decreased $7.9 million in the first quarter of 2009 compared to the first quarter of 2008 primarily reflecting lower rates. The lower rates were attributable primarily to lower fuel costs, a component of pricing. Operating income decreased $1.0 million in the first quarter of 2009 compared to the first quarter of 2008 primarily as a result of rates decreasing more than fuel costs decreased. Management cannot predict future fuel costs or the extent to which rates will fluctuate compared to fuel costs, but anticipates this segment to remain profitable for the remainder of 2009. See Note 8 to the Condensed Consolidated Financial Statements for the potential future sale of certain assets of this business.

Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses increased by $5.7 million in the first quarter of 2009 compared to the first quarter of 2008. The increase was primarily due to increased personnel costs. As a percentage of revenues, SG&A increased to 5.2% in the first quarter of 2009 compared to 4.2% for the first quarter of 2008 primarily as a result of decreased sales in the Commodity Trading and Milling segment.

Foreign Currency Loss, Net

The increase in foreign currency loss, net in the first quarter of 2009 compared to the first quarter of 2008 primarily reflects foreign currency losses in the commodity trading and milling segment related to transactions denominated in various African currencies and the Euro.

Income Tax Expense

The effective tax rate increased in 2009 compared to 2008 resulting in a tax expense for 2009 versus a tax benefit in 2008 primarily based on a projected domestic taxable income for 2009 compared to domestic losses in 2008.