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<SEC-DOCUMENT>0000088121-03-000003.txt : 20030506
<SEC-HEADER>0000088121-03-000003.hdr.sgml : 20030506
<ACCEPTANCE-DATETIME>20030506165410
ACCESSION NUMBER:		0000088121-03-000003
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20030329
FILED AS OF DATE:		20030506

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SEABOARD CORP /DE/
		CENTRAL INDEX KEY:			0000088121
		STANDARD INDUSTRIAL CLASSIFICATION:	MEAT PACKING PLANTS [2011]
		IRS NUMBER:				042260388
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03390
		FILM NUMBER:		03684665

	BUSINESS ADDRESS:	
		STREET 1:		9000 W. 67TH STREET
		CITY:			SHAWNEE MISSION
		STATE:			KS
		ZIP:			66202
		BUSINESS PHONE:		9136768800

	MAIL ADDRESS:	
		STREET 1:		9000 W. 67TH STREET
		CITY:			SHAWNEE MISSION
		STATE:			KS
		ZIP:			66202

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SEABOARD ALLIED MILLING CORP
		DATE OF NAME CHANGE:	19820328

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HATHAWAY BAKERIES INC
		DATE OF NAME CHANGE:	19710315
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>qtr1_10q.txt
<DESCRIPTION>SEABOARD CORPORATION 1ST QTR 2003 10-Q
<TEXT>




                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                               FORM 10-Q


  (Mark One)

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

             For the quarterly period ended March 29, 2003

                                  OR

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

  For the transition period from            to

  Commission File Number 1-3390

                        Seaboard Corporation
       (Exact name of registrant as specified in its charter)

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

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

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

                           Not Applicable
    (Former name, former address and former fiscal year, if changed
                          since last report.)

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

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

       There were 1,255,053.90 shares of common stock, $1.00 par
  value per share, outstanding on April 25, 2003.


                                   Total pages in filing - 19 pages



PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements


                         SEABOARD CORPORATION AND SUBSIDIARIES
                         Condensed Consolidated Balance Sheets
                                  (Thousands of dollars)
                                       (Unaudited)

                                                     March 29,    December 31,
                                                       2003          2002
Assets
Current assets:
   Cash and cash equivalents                       $   28,503      $   23,242
   Short-term investments                              42,562          30,337
   Receivables, net                                   184,653         201,792
   Inventories                                        240,846         243,949
   Deferred income taxes                               18,247          15,481
   Other current assets                                41,184          42,896
Total current assets                                  555,995         557,697
Investments in and advances to foreign affiliates      83,173          83,855
Net property, plant and equipment                     622,666         621,593
Other assets                                           16,286          17,996
Total assets                                       $1,278,120      $1,281,141

Liabilities and Stockholders' Equity
Current liabilities:
   Notes payable to banks                          $   74,371      $   76,112
   Current maturities of long-term debt                55,938          55,869
   Accounts payable                                    54,648          67,464
   Other current liabilities                          152,620         156,917
Total current liabilities                             337,577         356,362
Long-term debt, less current maturities               318,176         318,746
Deferred income taxes                                  74,077          71,509
Other liabilities                                      47,406          40,639
Total non-current and deferred liabilities            439,659         430,894
Minority interest                                       5,806           7,154
Stockholders' equity:
   Common stock of $1 par value,
     Authorized 4,000,000 shares;
     issued and outstanding 1,255,054 shares            1,255           1,255
   Accumulated other comprehensive loss               (60,711)        (67,284)
   Retained earnings                                  554,534         552,760
Total stockholders' equity                            495,078         486,731
Total liabilities and stockholders' equity         $1,278,120      $1,281,141

          See notes to condensed consolidated financial statements.


                      SEABOARD CORPORATION AND SUBSIDIARIES
                  Condensed Consolidated Statements of Earnings
                 (Thousands of dollars except per share amounts)
                                  (Unaudited)



                                                           Three Months Ended
                                                         March 29,    March 30,
                                                           2003         2002

Net sales                                              $  461,867   $  442,923
Cost of sales and operating expenses                      426,518      399,837
      Gross income                                         35,349       43,086
Selling, general and administrative expenses               27,375       26,332
      Operating income                                      7,974       16,754

Other income (expense):
   Interest expense                                        (6,821)      (5,451)
   Interest income                                            742        1,675
   Loss from foreign affiliates                            (3,291)      (4,945)
   Minority interest                                         (253)        (177)
   Foreign currency loss, net                              (1,370)      (5,414)
   Miscellaneous, net                                       2,208        1,308
      Total other income (expense), net                    (8,785)     (13,004)
Earnings (loss) before income taxes and cumulative
   effect of changes in accounting principles                (811)       3,750
Income tax expense                                           (122)      (2,027)
Earnings (loss) before cumulative effect of changes
   in accounting principles                                  (933)       1,723
Cumulative effect of changes in accounting for asset
   retirement obligations and drydock accruals,
   net of income tax expense of $550                        3,648            -
Net earnings                                           $    2,715   $    1,723

Net earnings per common share:
Earnings per share before cumulative effect of
  changes in accounting principles                     $    (0.74)  $     1.16
Cumulative effect of changes in accounting for asset
  retirement obligations and drydock accruals                2.90            -
Net earnings per common share                          $     2.16   $     1.16

Dividends declared per common share                    $     0.75   $     0.25
Average number of shares outstanding                    1,255,054    1,487,520

Pro forma amounts assuming changes in accounting
  for asset retirement obligations and drydock
  accruals were applied retroactively:
  Net earnings (loss)                                  $     (933)  $    2,512
  Net earnings (loss) per common share                 $    (0.74)  $     1.69

              See notes to condensed consolidated financial statements.


                    SEABOARD CORPORATION AND SUBSIDIARIES
               Condensed Consolidated Statements of Cash Flows
                           (Thousands of dollars)
                                 (Unaudited)

                                                          March 29,  March 30,
                                                            2003       2002

Cash flows from operating activities:
   Net earnings                                          $  2,715   $  1,723
   Adjustments to reconcile net earnings to cash
     from operating activities:
       Depreciation and amortization                       16,414     12,849
       Loss from foreign affiliates                         3,291      4,945
       Foreign currency exchange loss (gain)               (2,507)     4,979
       Cumulative effect in accounting changes, net        (3,648)         -
       Deferred income taxes                               (3,309)     1,382
   Changes in current assets and liabilities:
        Receivables, net of allowance                      18,743    (17,481)
        Inventories                                         5,080     (8,600)
        Other current assets                                1,535      6,969
        Current liabilities exclusive of debt             (13,024)   (11,988)
   Other, net                                               1,850      1,903
Net cash from operating activities                         27,140     (3,319)
Cash flows from investing activities:
   Purchase of short-term investments                     (17,880)   (32,054)
   Proceeds from the sale or maturity of short-term
     investments                                            6,156     65,885
   Investments in and advances to foreign affiliates, net   1,474        375
   Capital expenditures                                   (10,517)    (9,083)
   Other, net                                               1,447       (715)
Net cash from investing activities                        (19,320)    24,408
Cash flows from financing activities:
   Notes payable to banks, net                             (1,741)     3,009
   Principal payments of long-term debt                    (1,095)   (27,607)
   Dividends paid                                            (941)      (372)
   Bond construction fund                                     396        557
Net cash from financing activities                         (3,381)   (24,413)
Effect of exchange rate change on cash                        822       (765)
Net change in cash and cash equivalents                     5,261     (4,089)
Cash and cash equivalents at beginning of year             23,242     22,997
Cash and cash equivalents at end of quarter              $ 28,503   $ 18,908

             See notes to condensed consolidated financial statements.


SEABOARD CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements


Note 1 - Accounting Policies and Basis of Presentation

The  condensed consolidated financial statements include the  accounts
of Seaboard Corporation and its domestic and foreign subsidiaries (the
"Company").   All  significant intercompany balances and  transactions
have  been eliminated in consolidation.  The Company's investments  in
non-controlled affiliates are accounted for by the equity method.  The
unaudited  consolidated  financial  statements  should  be   read   in
conjunction with the consolidated financial statements of the  Company
for the year ended December 31, 2002 as filed in its Annual Report  on
Form  10-K.   The  Company's  first three  quarterly  periods  include
approximately 13 weekly periods ending on the Saturday closest to  the
end  of  March,  June  and  September.   The  Company's  year-end   is
December 31.

The accompanying unaudited condensed consolidated financial statements
include all adjustments (consisting only of normal recurring accruals)
which,  in  the  opinion  of  management, are  necessary  for  a  fair
presentation  of  financial position, results of operations  and  cash
flows.   Results of operations for interim periods are not necessarily
indicative of results to be expected for a full year.

Interest Rate Exchange Agreements

The  Company's  interest rate exchange agreements do  not  qualify  as
hedges  for accounting purposes.  During the quarter ended  March  29,
2003  the  Company recorded losses of $749,000 related to these  swaps
compared  to gains of $1,160,000 for the first quarter of  2002.   The
gains  and  losses are included in miscellaneous, net on the Condensed
Consolidated Statements of Earnings and reflect changes in fair market
value,  net  of interest paid or received.  These amounts include  net
payments   of  $1,985,000  and  $1,475,000  during  2003   and   2002,
respectively,  resulting from the difference between  the  fixed  rate
paid and variable rate received on these contracts.

Supplemental Non-cash Disclosures

As  more  fully  described in Note 2, the volatility of the  Argentine
peso has affected the U.S. dollar value of the peso-denominated assets
and  liabilities of the Sugar and Citrus segment.  The following table
shows  the non-cash impact of the change in exchange rates on  various
balance  sheet  categories,  as the peso  devalued  during  the  first
quarter of 2002 but strengthened during 2003.
                                                   Three Months Ended
                                                  March 29,  March 30,
Increase (Decrease) (thousands of dollars)          2003       2002

Working capital                                   $ 4,285   $(13,005)
Fixed assets                                        4,330    (28,830)
Other long-term net assets or liabilities              25       (387)

Accounting Changes and New Accounting Standards

Effective  January 1, 2003, the Company adopted Statement of Financial
Accounting  Standard  No.  143  (FAS  143),  "Accounting   for   Asset
Retirement Obligations," which required the Company to record a  long-
lived  asset  and  related liability for asset  retirement  obligation
costs  associated with the closure of the hog lagoons  it  is  legally
obligated  to  close.  Accordingly, on January 1,  2003,  the  Company
recorded  the cumulative effect of the change in accounting  principle
with  a  charge to earnings of $2,195,000 ($1,339,000 net of tax),  an
increase  in  fixed  assets of $3,221,000, and the  recognition  of  a
liability,  discounted to reflect present value, of  $5,416,000.   The
retirement  asset  will be amortized over the  economic  life  of  the
related asset.  The Company currently estimates the accretion  of  the
liability  and  amortization of the assets during 2003  will  increase
cost of sales by approximately $516,000.  The adoption of SFAS 143
decreased operating income by $116,000 and net earnings by $71,000,
or $0.06 per common share, for the three months ended March 29, 2003.
If the Company had adopted SFAS 143 retroactively to January 1, 2002,
operating income, net earnings and net earnings per common share would
have decreased by $116,000, $71,000 and $0.05 per share, respectively,
for the three months ended March 30, 2002.

Through  December  31,  2002, costs expected  to  be  incurred  during
regularly  scheduled drydocking of vessels were accrued ratably  prior
to  the  drydock date.  Effective January 1, 2003, the Company changed
its  method of accounting for these costs from the accrual  method  to
the  direct-expense method.  Under the new accounting method,  drydock
maintenance costs are recognized as expense when maintenance  services
are  performed.   The  Company believes the newly  adopted  accounting
principle is preferable in these circumstances because the maintenance
expense  is not recorded until the maintenance services are  performed
and,  accordingly,  the  direct-expense method eliminates  significant
estimates  and  judgments inherent under the  accrual  method.   As  a
result,  during  the three months ended March 29,  2003,  the  Company
reversed  the balance of the accrued liability for drydock maintenance
as of December 31, 2002 for its Marine, Commodity Trading and Milling,
and Power segments, resulting in an increase in earnings of $6,393,000
($4,987,000  net of related tax expense) as a cumulative effect  of  a
change in accounting principle.  The application of the new accounting
principle increased operating income by $1,008,000 and net earnings by
$747,000, or $0.60 per common share, for the three months ended  March
29, 2003.  The Company currently estimates the change from accruing in
advance  to  expensing  as  incurred will  reduce  cost  of  sales  by
approximately  $700,000  during 2003.  If  the  change  in  accounting
principle was made retroactively to January 1, 2002, operating income,
net earnings and net earnings per common share would have increased by
$1,199,000, $860,000 and $0.58 per share respectively, for  the  three
months ended March 30, 2002.

In  January  2003,  the  Financial Accounting Standards  Board  issued
Interpretation  No. 46 (FIN 46), "Consolidation of  Variable  Interest
Entities".  FIN 46 applies to an entity if its total equity at risk is
not  sufficient to permit the entity to finance its activities without
additional  subordinated  support or  if  the  equity  investors  lack
certain  characteristics of a controlling financial interest.   If  an
entity  has these characteristics, FIN 46 requires a test to  identify
the  primary beneficiary based on expected losses and expected returns
associated  with  the variable interest.  The primary  beneficiary  is
then   required   to   consolidate  the  entity.   The   consolidation
requirements  apply to all variable interest entities  (VIEs)  created
after  January  31,  2003.  The Company must apply  the  consolidation
requirements  for  VIEs that existed prior to  February  1,  2003  and
remain in existence as of July 1, 2003.

The  Company  is  a  party  to  a master lease  program  and  contract
production   agreements  (the  "Facility  Agreements")  with   limited
liability  companies  which  own certain of  the  facilities  used  in
connection  with  the Company's vertically integrated hog  production.
These  arrangements are currently accounted for as  operating  leases.
Under the Facility Agreements, property is generally added for a three-
year, noncancelable term with periodic renewals thereafter.  These hog
production  facilities produce approximately 20% of the Company  owned
hogs  processed  at  the  plant.  Under the Facility  Agreements,  the
Company has certain rights to acquire any or all of the properties  at
the  conclusion of their respective terms at a price which is expected
to  reflect estimated fair market value of the property.  In the event
the  Company  does  not acquire any property which it  has  ceased  to
lease,  the  Company  has  a  limited obligation  under  the  Facility
Agreements  for  any  deficiency between the  amortized  cost  of  the
property and the price for which it is sold, up to a maximum of 80% to
87%  of  amortized  cost.   These facilities are  owned  by  companies
considered to be VIEs in accordance with FIN 46, for which the Company
is  deemed  to be the primary beneficiary.  Accordingly,  the  Company
will be required to consolidate these entities in the third quarter of
2003  unless  changes in the VIEs occur prior to June  30,  2003.   At
March  29,  2003,  the total amount of unamortized costs  representing
fixed  asset  values was $59,731,000 and the related  underlying  debt
under  these Facility Agreements totaled $57,338,000.  The Company  is
evaluating  various options for these facilities, including purchasing
certain  assets  from one limited liability company with  a  value  of
$25,305,000  at  March 29, 2003, and/or assigning its purchase  option
for  all of the properties to one or more third parties with which the
Company  may  enter into production arrangements.  As the Company  has
not yet determined whether certain VIEs will exist as of July 1, 2003,
management is not yet able to determine the impact of FIN  46  on  the
Company's financial position.


Note 2 - Comprehensive Income (Loss)

Components of total comprehensive income (loss), net of related taxes,
are summarized as follows:
                                                          Three Months Ended
                                                         March 29,   March 30,
(Thousands of dollars)                                     2003        2002

Net earnings                                             $  2,715    $  1,723
Other comprehensive income (loss)
  net of applicable taxes:
 Foreign currency translation adjustment                    6,791     (35,080)
 Unrealized loss on investments                               (32)       (373)
 Net unrealized loss on foreign exchange cash flow hedges    (136)
(137)
 Amortization of deferred gain on interest rate swaps         (50)        (50)
Total comprehensive income (loss)                        $  9,288    $(33,917)

The  components of and changes in accumulated other comprehensive loss
for the three months ended March 29, 2003 are as follows:

                                           Balance                 Balance
                                          December 31,   Period   March 29,
(Thousands of dollars)                       2002        Change      2003

Foreign  currency  translation adjustment $(62,555)     $ 6,791   $(55,764)
Unrealized gain on investments                 118          (32)        86
Unrecognized pension cost                   (5,799)           -     (5,799)
Net unrealized loss on cash flow hedges          -         (136)      (136)
Deferred gain on interest rate swaps           952          (50)       902
Accumulated other comprehensive loss      $(67,284)     $ 6,573   $(60,711)

The  foreign currency translation adjustment primarily represents  the
effect  of  the  Argentine peso devaluation on the net assets  of  the
Company's Sugar and Citrus segment as first recorded by the Company in
the  fourth quarter of 2001 when the one to one parity with  the  U.S.
dollar   was   lifted.   Since  that  time,  the  peso  has   devalued
approximately 69%.  As of March 29, 2003, the Company had  $54,913,000
in  net assets denominated in Argentine pesos which have been revalued
through the foreign currency translation adjustment.  In addition, the
Company  had  $19,760,000 of dollar denominated net liabilities  which
are  first revalued to the peso currency through earnings.  During the
first  quarter of 2003, the strengthening of the peso increased  total
stockholders' equity by $7,028,000 including an earnings  increase  of
$1,042,000 for the dollar denominated net liabilities, and a  positive
translation adjustment of $5,986,000 included as a component of  other
comprehensive  income.   During  the  first  quarter  of   2002,   the
devaluation  of  the  peso  reduced  total  stockholders'  equity   by
$40,046,000  including  a $4,979,000 reduction  in  earnings  for  the
dollar   denominated  net  liabilities  and  a  negative   translation
adjustment   of   $35,067,000  included  as  a  component   of   other
comprehensive loss.  Until the second quarter of 2002, no tax  benefit
was  provided  related  to  the  reduction  to  stockholders'  equity.
However,  after a series of transactions was completed  which  changed
the  organizational  structure  of  the  Company's  Sugar  and  Citrus
segment, income tax benefits have been provided at a 35% rate.

The  unrecognized  pension cost is calculated  and  adjusted  annually
during the fourth quarter.  With the exception of the foreign currency
translation  loss  discussed above, income  taxes  for  components  of
accumulated  other  comprehensive  loss  were  recorded  using  a  39%
effective tax rate.


Note 3 - Inventories

The  following  is  a  summary of inventories at March  29,  2003  and
December 31, 2002 (in thousands):

                                                        March 29,  December 31,
                                                          2003         2002
At lower of LIFO cost or market:
      Live hogs & materials                             $135,430    $129,386
      Dressed pork & materials                            29,082      21,198
                                                         164,512     150,584
      LIFO allowance                                     (12,683)    (11,422)
              Total inventories at lower of LIFO
                cost or market                           151,829     139,162
At lower of FIFO cost or market:
      Grain, flour and feed                               64,020      80,618
      Sugar produced & in process                          9,694       9,929
      Other                                               15,303      14,240
              Total inventories at lower of FIFO
                cost or market                            89,017     104,787
               Total inventories                        $240,846    $243,949


Note 4 - Contingencies

In  early  2003, individual bills (the Bills) were introduced  in  the
United  States  Senate and House of Representatives  which  include  a
provision  to prohibit meat packers, such as the Company, from  owning
or  controlling  livestock  intended for slaughter.   The  Bills  also
contain a transition rule applicable to packers of pork providing  for
an  effective  date  which  is  18 months  after  enactment.   Similar
language was passed by the U.S. Senate in 2002 as part of the Senate's
version  of  the Farm Bill, but was eventually dropped  in  conference
committee and was not part of the final Farm Bill.

If  any  of the Bills containing the proposed language become law,  it
could  have  a material adverse effect on the Company, its  operations
and  its  strategy  of  vertical integration  in  the  pork  business.
Currently,  the  Company owns and operates production  facilities  and
owns  swine and produces over three million hogs per year.  If  passed
in  their  current  form, the Bills would prohibit  the  Company  from
owning  or  controlling hogs, and thus would require  the  Company  to
divest  these  operations,  possibly at prices  which  are  below  the
carrying  value  of  such assets on the Company's  balance  sheet,  or
otherwise restructure its ownership and operation. At March 29,  2003,
the  Company had $371,022,000 in hog production facilities  classified
as   net   fixed  assets  on  the  Consolidated  Balance   Sheet   and
approximately  $59,731,000 in hog production facilities  under  master
lease agreements accounted for as operating leases.  In addition,  the
Company  has $135,430,000 invested in live hogs and related  materials
classified as inventory on the Consolidated Balance Sheet.

The  Bills  could also be construed as prohibiting or restricting  the
Company  from engaging in various contractual arrangements with  third
party   hog   producers,  such  as  traditional   contract   finishing
arrangements.  Accordingly, the Company's ability to contract for  the
supply  of  hogs  to  its processing facility could be  significantly,
negatively impacted.  At March 29, 2003, the Company had approximately
$69,954,000  in commitments through 2017 for various grower  finishing
agreements.

The  Company, along with industry groups and other similarly  situated
companies,  are  vigorously lobbying against  enactment  of  any  such
legislation.    However,  the  ultimate  outcome  is   not   presently
determinable.

The  Company  is  a defendant in a pending arbitration proceeding  and
related  litigation in Puerto Rico brought by the owner of a chartered
barge  and tug which were damaged by fire after delivery of the cargo.
Damages  of $47.6 million are alleged.  The Company received a  ruling
in  the  arbitration  proceeding  in its  favor  which  dismisses  the
principal  theory  of  recovery and that ruling  has  been  upheld  on
appeal.   The arbitration is continuing based on other legal theories,
although the Company believes that it will have no responsibility  for
the loss.

The  Company has reached an agreement to settle litigation brought  by
the  Sierra Club, subject to court approval.  Under the terms  of  the
settlement,  the Company will conduct an investigation at three  farms
and potentially will be required to take remedial actions at the farms
if conditions so warrant.

The  Company is subject to regulatory actions and an investigation  by
the  United  States Environmental Protection Agency and the  State  of
Oklahoma.   In  the  opinion  of  Management,  the  above  action  and
investigation are not expected to result in a material adverse  effect
on the consolidated financial statements of the Company.

The  Company 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 the Company.

Certain  of  the Company's nonconsolidated affiliates and third  party
contractors  who  perform  services for the  Company  have  bank  debt
supporting  their  underlying operations.   From  time  to  time,  the
Company  will  provide  guarantees  of  that  debt  allowing  a  lower
borrowing  rate  or  facilitating third party financing  in  order  to
further the Company's business objectives.  The Company does not issue
guarantees for compensation.  The following table sets forth the terms
of  guarantees  of  third  party  and nonconsolidated  affiliate  bank
indebtedness outstanding at March 29, 2003.

Guarantee beneficiary                       Maximum exposure      Maturity
Foreign affiliate grain processor - Kenya     $1,300,000            2003
Various hog contract growers                  $1,585,000            2003

The  Company's  guarantees of the various hog contract  growers  renew
annually through 2013 and 2014 until the related debt matures.

The  Company's  Sugar and Citrus segment has agreed  to  commercialize
certain  sugar product for a third party under a contract expiring  in
2008.   In  the event the Company does not perform under the contract,
it  would  be  responsible to make payments to the third  party  of  a
maximum  of  $1,000,000  for  2003, decreasing  annually  to  $200,000
through 2008.

As  of  March  29,  2003, the Company had outstanding  $15,048,000  of
standby  letters  of  credit  (LCs)  with  various  banks  mostly   to
facilitate  operations of consolidated subsidiaries.   Of  these  LCs,
$8,755,000  also  reduced  available  borrowing  capacity  under   the
Company's credit lines.  Also included in this amount is an LC  issued
to facilitate bank borrowing of the Company's Bulgarian wine affiliate
totaling 1,431,000 Euros (approximately $1,545,000).  As of March  29,
2003,  this  affiliate's borrowings totaled EU 937,500  (approximately
$1,012,500).   This affiliate has pledged inventory with  a  value  of
approximately $3,900,000 as collateral for the LC.  Because the  value
of the inventory serving as collateral for the LC is considerably more
than  the balance of the related debt, the Company has determined  the
fair value of this LC to be immaterial.


Note 5 - Segment Information

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

Management ceased its shrimp, pickle and pepper farming operations  in
Honduras  in  the  fourth  quarter of 2001 and  has  been  considering
various   strategic  alternatives  for  the  Produce   Division.    In
February  2003,  the Company signed a letter of intent  with  a  local
Honduran  shrimp  farmer  for the sale of shrimp  farming  and  shrimp
processing  assets for $3,900,000.  As a substantial  portion  of  the
sale  price  is  expected  to  be in the  form  of  a  long-term  note
receivable  from  the buyer, the Company will use  the  cost  recovery
method  of  accounting, and no gain will be recognized by the  Company
until  the  actual  cash is collected.  The sale  is  expected  to  be
completed  during  the second quarter of 2003.  In  addition,  certain
pickle  and pepper farming assets are leased to local farmers.   Based
on  an  impairment  evaluation  as of December  31,  2002,  management
believes  the remaining carrying value of these assets is recoverable.
As  of March 29, 2002, the carrying value of these farming assets  was
$968,000  which is included with All Other in the total  assets  table
below.

The Bulgarian wine business (the Business) has negotiated an extension
of  principal payment due dates and revised payment terms through  May
2003,  after it was unable to make scheduled principal payments  to  a
bank.   The  terms of the extension, among other provisions,  requires
the  Business  to  repay  the majority of the principal  balance  plus
accrued  interest by May 22, 2003 and the bank will forgive a  portion
of  the debt upon achievement of certain terms and conditions.  In the
event  the  Business does not obtain external financing to  make  this
payment,  the  impact on the Business and its financial  condition  is
likely  to impair the value of its assets, and its ability to continue
to  operate  without pursuing bankruptcy protection.  At December  31,
2002,  the  Business evaluated the recoverability  of  its  long-lived
assets  based  on  projected future cash flows  and  accordingly,  the
Company believes there is not an other than temporary decline in value
of   its  investment,  pending  the  resolution  of  negotiations  for
additional financing.  As of March 29, 2003, the Company's investments
in  and  advances to the Business totaled $18,984,000.  The  Company's
share  of losses from the Business is included with All Other  in  the
loss from foreign affiliates table below.


Sales to External Customers:
                                     Three Months Ended
                                   March 29,    March 30,
(Thousands of dollars)               2003         2002

Pork                             $  153,926   $  171,058
Commodity Trading and Milling       177,775      147,538
Marine                               92,286       90,815
Sugar and Citrus                     12,772       14,699
Power                                17,624       12,212
All Other                             7,484        6,601
   Segment/Consolidated Totals   $  461,867   $  442,923


Operating Income:
                                     Three Months Ended
                                   March 29,    March 30,
(Thousands of dollars)               2003         2002

Pork                             $   (1,445)  $    2,517
Commodity Trading and Milling         3,394        6,749
Marine                                 (951)       3,613
Sugar and Citrus                      4,462        3,135
Power                                 2,465        1,625
All Other                               787         (514)
   Segment Totals                     8,712       17,125
Corporate Items                        (738)        (371)
   Consolidated Totals           $    7,974   $   16,754


Loss from Foreign Affiliates:
                                     Three Months Ended
                                   March 29,    March 30,
(Thousands of dollars)               2003         2002

Commodity Trading and Milling    $   (1,700)  $   (1,227)
All Other                            (1,591)      (3,718)
   Segment/Consolidated Totals   $   (3,291)     $(4,945)


Total Assets:
                                   March 29,    December 31,
(Thousands of dollars)               2003           2002

Pork                             $  639,510   $   627,937
Commodity Trading and Milling       226,701       239,187
Marine                              116,366       117,366
Sugar and Citrus                     80,538        69,515
Power                                79,144        73,872
All Other                            14,433        15,971
   Segment Totals                 1,156,692     1,143,848
Corporate Items                     121,428       137,293
   Consolidated Totals           $1,278,120    $1,281,141

Administrative services provided by the corporate office are primarily
allocated  to the individual segments based on the size and nature  of
their  operations.   Corporate assets include short-term  investments,
certain  investments  in  and advances to  foreign  affiliates,  fixed
assets, deferred tax amounts and other miscellaneous items.  Corporate
operating  losses  represent certain operating costs not  specifically
allocated to individual segments.


Note 6 - Subsequent Event

In  April  2003, the Company received $4,446,000 from a settlement  of
antitrust  litigation  arising out of  purchases  by  the  Company  of
methionine, a feed additive used by the Company.  This amount will  be
recorded  in earnings in the second quarter of 2003.  The Company  had
previously  received  $1,928,000  in  February  2003  from  a  similar
settlement,  which was reflected in other income in the first  quarter
of 2003.  The April 2003 settlement concludes all antitrust litigation
related to methionine.


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


LIQUIDITY AND CAPITAL RESOURCES

Cash and short-term investments increased $17.5 million primarily from
a decrease in outstanding receivables.  Cash from operating activities
for  the  three  months ended March 29, 2003, increased $30.5  million
compared  to the same period one year earlier.  The increase  in  cash
flows  was  primarily related to changes in the components of  working
capital.   Changes in components of working capital primarily  reflect
the  timing of normal transactions for voyage settlements and  changes
in  receivable  balances.  Within the Commodity  Trading  and  Milling
segment,  the timing of the voyage settlements contributed  to  higher
year-end inventory levels which were reduced during the first  quarter
of  2003  compared  to  increased inventory levels  during  the  first
quarter of 2002.

Cash   from   investing  activities  for  the   three   months   ended
March  29,  2003, decreased $43.7 million compared to the same  period
one  year earlier.  The decrease primarily reflects the first  quarter
2003 net purchases of short-term investments compared to net sales  of
investments  in  the  first  quarter of 2002.   Short-term  investment
proceeds in 2002 were primarily used to pay off the Company's maturing
revolving credit facility.

The  Company  invested $10.5 million in property, plant and  equipment
for  the three months ended March 29, 2003, of which $7.5 million  was
expended in the Pork segment, $1.5 million in the Marine segment, $1.0
million  in  the Sugar and Citrus segment, and $0.5 million  in  other
businesses of the Company.

The  Company  invested $7.5 million in the Pork segment primarily  for
expansion  of existing hog production facilities and land  acquisition
and  permitting  activities to support the requirements  of  a  second
processing plant.  The Company previously announced plans to  build  a
second processing plant in northern Texas along with related plans  to
expand its vertically integrated hog production facilities.  Based  on
current financial and market conditions in the pork industry caused by
the oversupply of hogs and pork, the Company is evaluating whether  to
continue to develop the project.  If the Company pursues this project,
it  is  also  contingent  on  a  number of  other  factors,  including
obtaining financing for the project, obtaining the necessary  permits,
commitments  for a sufficient quantity of hogs to operate  the  plant,
and  no  statutory  impediments being  imposed.   This  project  would
require  extensive capital outlays and financing demands.  The current
cost  estimates  to build the plant are approximately  $150.0  million
with an additional $200.0 million for live production facilities for a
total  of  approximately $350.0 million.  If the Company pursues  this
project, it may also enter into various contract growing arrangements.
Due  to the above uncertainties, management is not able to predict the
ultimate  viability  or  the exact timing of  the  expansion  project.
However, if the Company decides to pursue the project, construction of
the  plant would not begin until after 2003.  During the remainder  of
2003, the Company anticipates spending $4.9 million for activities  to
support  this  Texas  project,  and  $11.7  million  to  complete  the
expansion  of  existing  hog  production facilities  and  upgrade  the
existing pork processing plant.

The  Company invested $1.5 million in the Marine segment primarily for
facility  improvements  and the purchase of machinery  and  equipment.
During  the  remainder  of  2003,  the  Company  anticipates  spending
$16.9  million to purchase previously chartered vessels and previously
leased and new equipment.

The  Company  invested $1.0 million in the Sugar  and  Citrus  segment
primarily  for machinery and equipment and improvements  to  sugarcane
fields.   During  the  remainder  of  2003,  the  Company  anticipates
spending $2.7 million for additional improvements.

Excluding  the potential Pork expansion plans, management  anticipates
the  additional 2003 capital expenditures for existing operations will
be financed by internally generated cash or the use of available short-
term investments.

Cash  from  financing activities for the three months ended March  29,
2003,  increased  $21.0 million compared to the same period  one  year
earlier  reflecting the $26.7 million payment for the  maturing  five-
year revolving credit facility in the first quarter of 2002.

During the first quarter of 2003, the Company extended a $20.0 million
revolving  credit  facility  and, for  use  by  a  subsidiary  in  the
Commodity  Trading and Milling segment, entered into two new committed
lines  for $75.0 million and $5.0 million which are secured by certain
of  the Company's commodity trading inventory and accounts receivable.
The  new  lines  include financial covenants for the subsidiary  which
require  maintenance  of  certain levels of working  capital  and  net
worth,  and  limitations on debt to net worth and liabilities  to  net
worth  ratios.  As of March 29, 2003, the Company had committed  lines
of credit totaling $125.0 million and uncommitted lines totaling $60.0
million.  Borrowings outstanding under committed and uncommitted lines
as  of  March  29,  2003  totaled $53.4  million  and  $21.0  million,
respectively.  As of March 29, 2003, standby letters of credit of $8.8
million reduced the Company's borrowing capacity.

The  Company  is  a  party  to  a master lease  program  and  contract
production   agreements  (the  "Facility  Agreements")  with   limited
liability companies which own certain of the facilities that are  used
in connection with the Company's vertically integrated hog production.
These  arrangements are currently accounted for as  operating  leases.
These  hog  production  facilities produce approximately  20%  of  the
Company-owned hogs processed at the plant.  These facilities are owned
by  companies considered to be variable interest entities (VIEs),  for
which  the Company is deemed to be the primary beneficiary.   Pursuant
to  Financial Accounting Standards Board Interpretation  No.  46  (FIN
46), the Company will be required to consolidate these entities in the
third  quarter  of  2003 unless changes in the  VIEs  occur  prior  to
June  30,  2003.   At March 29, 2003, the total amount of  unamortized
costs  representing fixed asset values was approximately $59.7 million
and  the  related  underlying debt within  these  Facility  Agreements
totaled $57.3 million.  The Company is evaluating various options  for
these facilities, including purchasing certain assets from one limited
liability  company with a value of $25.3 million at  March  29,  2003,
and/or  assigning its purchase option for all of the properties  to  a
third   party  with  which  the  Company  may  enter  into  production
arrangements.   Management  believes  that  it  will  have  sufficient
liquidity   and   financing  capacity  to  accomplish   any   of   the
alternatives.

In  addition  to  the  financing requirement to accommodate  the  Pork
segment  expansion plans and potential financing requirements  related
to  assets  under Facility Agreements discussed above, the Company  is
also  required to make payments on maturing Senior Notes.   Management
believes that the Company's current combination of liquidity,  capital
resources and borrowing capabilities will be adequate for its existing
operations  during  fiscal  2003.  Management  is  evaluating  various
alternatives  for future financings to provide adequate liquidity  for
the  Company's  future operating and expansion  plans.   In  addition,
management intends to continue seeking opportunities for expansion  in
the industries in which it operates.

See  Note  4  to  the Condensed Consolidated Financial Statements  for
additional  information  with  regard to  commercial  commitments  and
contingent obligations.


RESULTS OF OPERATIONS

Net sales for the three months ended March 29, 2003 increased by $18.9
million  compared to the three months ended March 30, 2002.  Operating
income decreased by $8.8 million compared to the same quarter one year
ago.   Results  of operations for interim periods are not  necessarily
indicative of results to be expected for a full year.

Pork Segment
                                             Three Months Ended
                                         March 29,       March 30,
(Dollars in millions)                       2003            2002

Net sales                                  $153.9          $171.1
Operating income                           $ (1.4)         $  2.5

Net  sales  for the Pork segment decreased $17.2 million in the  first
quarter of 2003 compared to the first quarter of 2002 as a result of a
lower  pork  prices  and lower sales volumes.   Excess  domestic  meat
supplies  continue  to result in lower sales prices  compared  to  the
prior  year  although  prices improved in the first  quarter  of  2003
compared to the second half of 2002.  Lower sales volume resulted from
holding  selected production in inventory during the first quarter  of
2003  in  anticipation  of  improved  market  conditions  during   the
remainder of 2003 compared to 2002.

Operating  income for the Pork segment decreased $3.9 million  in  the
first  quarter of 2003 compared to the first quarter of 2002 primarily
as  a  result  of lower sales prices and volumes discussed  above  and
higher  feed  costs, partially offset by a decrease in cost  of  third
party  hogs  and,  to a lesser extent, lower plant  processing  costs.
While  unable  to  predict  future market prices,  management  expects
overall market conditions to improve during 2003 allowing this segment
to  return to positive operating income for 2003.  Future results  may
also  be  adversely  affected by the proposed packer  ban  legislation
discussed   in   Note  4  to  the  Condensed  Consolidated   Financial
Statements.

Commodity Trading and Milling Segment
                                             Three Months Ended
                                         March 29,       March 30,
(Dollars in millions)                       2003            2002

Net sales                                  $177.8          $147.5
Operating income                           $  3.4          $  6.7
Loss from foreign affiliates               $ (1.7)         $ (1.2)

Net  sales  for  the  Commodity Trading and Milling segment  increased
$30.3  million  in  the first quarter of 2003 compared  to  the  first
quarter  of  2002. This increase is the result of increased  commodity
trading  volumes, primarily corn to third party customers, and,  to  a
lesser  extent, increased milling revenues.  Milling revenues  reflect
improved  prices and higher sales volumes primarily  as  a  result  of
favorable  operating environments in certain foreign locations,  which
have allowed mills in those locations to increase production levels.

Operating income for this segment decreased $3.3 million in the  first
quarter  of 2003 compared to the first quarter of 2002.  The  decrease
primarily  reflects the difference between realized  derivative  gains
and  losses on open commodity contracts between years and, to a lesser
extent,  losses from foreign currency forward exchange agreements  not
qualifying  as  hedges  for accounting purposes.   This  decrease  was
partially  offset  by  improved margins  at  certain  African  milling
locations.   While  the  Company believes its  commodity  futures  and
options  are economic hedges of its firm purchase and sales contracts,
the Company does not perform the extensive record-keeping required  to
account for commodity transactions as fair value hedges.  As a result,
while the derivative contracts have been marked-to-market through cost
of  goods sold, the related, offsetting change in market value of  the
firm  commitments have not been recognized.  Operating income for 2003
included realized derivative losses of $0.4 million compared to  gains
of  $3.2  million  during  the first quarter  of  2002.   Due  to  the
uncertain political and economic conditions in the countries in  which
the Company operates, management is unable to predict future sales and
operating  results,  but  anticipates  positive  operating  income  to
continue in 2003.

Loss  from  foreign affiliates increased $0.5 million primarily  as  a
result  of  increased losses at a certain African  milling  operation.
Based  on  current political and economic situations in the  countries
the  flour  and  feed mills operate, management believes  losses  from
foreign affiliates may continue for the remainder of 2003.

Marine Segment
                                             Three Months Ended
                                         March 29,       March 30,
(Dollars in millions)                       2003            2002

Net sales                                  $ 92.3          $ 90.8
Operating income                           $ (1.0)         $  3.6

Net  sales for the Marine segment increased $1.5 million in the  first
quarter  of 2003 compared to the first quarter of 2002.  This increase
primarily  reflects increased cargo volumes in most existing  markets,
certain  new  routes  added during the fourth  quarter  of  2002,  and
military  cargo  volumes  in the middle east.   These  increases  were
partially  offset  by the significant declines in  cargo  volumes  for
certain South American routes as a result of the political instability
in  Venezuela.   Commercial activity has not yet  recovered  from  the
general  strike that began in December of 2002 and ended  in  February
2003.   Lower  average cargo rates also contributed to offset  revenue
increases when compared to the prior year.

Operating income for the Marine segment decreased $4.6 million in  the
first quarter of 2003 compared to the first quarter of 2002, primarily
reflecting  the  effects of the political instability  and  strike  in
Venezuela  as  discussed above, higher fuel costs  and,  to  a  lesser
extent,  increased bad debt expense.  The duration and extent  of  the
reduced  demand,  primarily attributable to the political  instability
and  general  strike  in  Venezuela, will continue  to  affect  future
results  as  long as shipping demand for the affected  South  American
routes  remains  depressed.   However,  management  expects  operating
income   will  be  positive  for  2003  although  continued   economic
uncertainties  in  certain  South American routes  could  continue  to
reduce overall profitability.

Sugar and Citrus Segment
                                             Three Months Ended
                                         March 29,       March 30,
(Dollars in millions)                       2003            2002

Net sales                                  $ 12.8          $ 14.7
Operating income                           $  4.5          $  3.1

The  functional  currency  of the Sugar  and  Citrus  segment  is  the
Argentine peso.  After the Argentine government ended the one peso  to
one  U.S. dollar parity in January 2002, the peso suffered significant
and  on-going devaluation throughout most of 2002.  During  the  first
quarter of 2003, this trend reversed and the peso regained some value.
See  Note  2  to  the Condensed Consolidated Financial Statements  for
further discussion.

Net  sales for the Sugar and Citrus segment decreased $1.9 million  in
the  first  quarter  of  2003 compared to the first  quarter  of  2002
reflecting reduced sugar sales volumes, primarily for resale sugar  as
a  result  of lower quantities of sugar purchased from third  parties.
The peso price of sugar has increased over the last year to offset the
effects  of  the devaluation of the peso.  Operating income  increased
$1.4  million for the first quarter of 2003 compared to the prior year
reflecting the improved sales prices and the lower operating costs  in
terms of U.S. dollar resulting from the devalued peso.  The peso price
of  sugar  has  increased  more than peso costs  resulting  in  higher
operating  income.   While management is not able  to  predict  future
sugar  prices or whether costs will begin to increase more than  sugar
prices in the coming months, management expects operating income  will
remain positive for 2003.

Power Segment
                                             Three Months Ended
                                         March 29,       March 30,
(Dollars in millions)                       2003            2002

Net sales                                  $ 17.6          $ 12.2
Operating income                           $  2.5          $  1.6

Net  sales  for the Power segment increased $5.4 million in the  first
quarter  of  2003  compared to the first quarter  of  2002  reflecting
higher  spot  market rates.  During the first quarter of 2002,  market
rates  were  significantly lower, reflecting, in part,  lower  average
fuel  costs,  a  component  of pricing.  Fuel  prices  have  increased
substantially, causing an increase in spot prices.

Operating income increased $0.9 million for the first quarter of  2003
compared to the first quarter of 2002 primarily reflecting the  higher
spot  market  rates.  While  fuel expense for  the  2003  quarter  was
significantly higher than the prior year, sales prices increased  more
than  fuel  costs.   While management is not able  to  predict  future
market  rates, demand for power in the Dominican Republic is  expected
to   remain  strong  during  2003.   Accordingly,  management  expects
operating income to remain positive for 2003.

All Other
                                             Three Months Ended
                                         March 29,       March 30,
(Dollars in millions)                       2003            2002

Net sales                                  $  7.5          $  6.6
Operating income (loss)                    $  0.8          $ (0.5)
Loss from foreign affiliates               $ (1.6)         $ (3.7)

Net  sales  and  operating income for all other  businesses  increased
$0.9  million and $1.3 million, respectively, in the first quarter  of
2003  compared  to  the  first quarter of  2002.   These  improvements
primarily  reflect discontinuing certain produce operations  in  2002,
discontinuing other small businesses, plus improved results  from  the
remaining  operations  of  the Produce division.   In  February  2003,
management  signed  a  letter of intent for the  sale  of  the  shrimp
farming  and  shrimp  processing assets and is  currently  considering
various  alternatives  for  the remaining pickle  and  pepper  farming
assets.   Management evaluated the recoverability of  the  pickle  and
pepper  farming assets as of December 31, 2002 and currently  believes
the  remaining carrying value of $1.0 million as of March 29, 2003  is
recoverable.   A  future impairment charge could be charged,  however,
depending  on  final  decisions regarding the alternatives  for  these
assets.

The  loss  from foreign affiliates represents the Company's  share  of
losses from equity method investments in Fjord Seafood ASA (Fjord) and
a  Bulgarian  wine business.  Continued losses from Fjord result  from
sustained  low world-wide salmon prices although the losses  decreased
in  the  first quarter of 2003 compared to 2002.  Although  management
cannot  predict  worldwide  salmon  prices,  losses  are  expected  to
continue through 2003.  The Bulgarian wine business (the Business) has
negotiated  an  extension of principal payment due dates  and  revised
payment  terms through May 2003, after it was unable to make scheduled
principal payments to a bank.  The terms of the extension, among other
provisions,  requires  the  Business to  repay  the  majority  of  the
principal balance plus accrued interest by May 22, 2003 and  the  bank
will  forgive a portion of the debt upon achievement of certain  terms
and  conditions.   In the event the Business does not obtain  external
financing  to make this payment, the impact on this business  and  its
financial  condition is likely to impair the value of its assets,  and
its  ability  to  continue  to  operate  without  pursuing  bankruptcy
protection.   As  of March 29, 2003 the Company's investments  in  and
advances to this business totaled $19.0 million.

Selling, General and Administrative Expenses

Selling,  general  and administrative (SG&A) expenses  for  the  first
quarter  of  2003 increased by $1.0 million over the first quarter  of
2002  primarily as a result of increased bad debt expense, principally
in the Marine division.  As a percentage of revenues, SG&A remained at
5.9% in the first quarter of 2003 consistent with the first quarter of
2002.

Interest Expense

Interest expense increased $1.4 million in the first quarter  of  2003
compared to the first quarter of 2002.  The increase is primarily  the
result   of  a  higher  average  level  of  short-term  and  long-term
borrowings  outstanding during the 2003 quarter, partially  offset  by
lower average interest rates.

Interest Income

Interest  income decreased $0.9 million in the first quarter  of  2003
compared  to  the first quarter of 2002 reflecting a  lower  level  of
average funds invested during 2003.

Foreign Currency Losses

Foreign  currency  losses  decreased to $1.4  million  for  the  first
quarter  of  2003 compared with $5.4 million for the  same  period  in
2002.   The  losses during 2003 primarily result from the  effects  of
recent  devaluation of the Dominican Republic peso on peso-denominated
net  assets  of the Power division, principally customer  receivables,
partially  offset by the effect of improvements in the Argentine  peso
on dollar denominated net liabilities of the Sugar and Citrus segment.
See  Note  2  to  the Condensed Consolidated Financial Statements  for
additional discussion of the Argentine peso devaluation.  The  Company
operates  in  many  developing countries throughout  the  world.   The
political and economic conditions of these markets cause volatility in
currency  exchange rates and expose the Company the risk  of  exchange
loss.

Miscellaneous, Net

Miscellaneous, net, for the first quarter of 2003 includes a  gain  of
$1.9 million from a settlement of antitrust litigation arising out  of
purchases  by the Company of methionine, a feed additive used  by  the
Company.   Miscellaneous, net also includes a  loss  of  $0.7  million
compared  to  a  gain  of  $1.2 million from  interest  rate  exchange
agreements  for  the  first quarters of 2003 and  2002,  respectively.
These swap agreements do not qualify as hedges for accounting purposes
and  accordingly, changes in the market value are recorded to earnings
as interest rates change.

Income Tax Expense

The  effective  tax  rate  decreased  during  2003  compared  to  2002
primarily  as  the  result of increased permanently  deferred  foreign
earnings and lower domestic taxable income.

Other Financial Information

In  January  2003, the FASB issued FIN 46, "Consolidation of  Variable
Interest  Entities".  FIN 46 applies to an entity if its total  equity
at  risk  is  not  sufficient  to permit the  entity  to  finance  its
activities  without additional subordinated support or if  the  equity
investors  lack  certain  characteristics of a  controlling  financial
interest.   If  an  entity has these certain characteristics,  FIN  46
requires  a test to identify the primary beneficiary based on expected
losses  and  expected returns associated with the  variable  interest.
The  primary  beneficiary is then required to consolidate the  entity.
The consolidation requirements apply to all variable interest entities
(VIEs)  created  after January 31, 2003.  The Company must  apply  the
consolidation requirements for VIEs that existed prior to February  1,
2003  and remain in existence as of July 1, 2003.  See Note 1  to  the
Condensed Consolidated Financial Statements for the related disclosure
of  existing  VIEs as of March 29, 2003.  As the Company has  not  yet
determined  whether  certain VIEs will  exist  as  of  July  1,  2003,
management is not yet able to determine the impact of FIN  46  on  the
Company's financial position.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The  Company is exposed to various types of market risks from its day-
to-day operations.  Primary market risk exposures result from changing
interest rates, commodity prices and foreign currency exchange  rates.
Changes in interest rates impact the cash required to service variable
rate debt.  From time to time, the Company uses interest rate swaps to
manage  risks  of  increasing interest rates.   Changes  in  commodity
prices  impact  the cost of necessary raw materials, finished  product
sales  and  firm  sales commitments.  The Company  uses  corn,  wheat,
soybeans and soybean meal futures and options to manage certain  risks
of  increasing  prices  of raw materials and firm  sales  commitments.
From  time  to time, the Company uses hog futures to manage  risks  of
increasing  prices of live hogs acquired for processing.   Changes  in
foreign  currency exchange rates impact the cash paid or  received  by
the  Company on foreign currency denominated receivables and payables.
The  Company manages certain of these risks through the use of foreign
currency  forward exchange agreements.  Changes in the  exchange  rate
for  the  Argentine  peso  affect the valuation  of  foreign  currency
denominated net assets of the Company's Argentine subsidiary  and  net
earnings  for  the  impact of the change on that  subsidiary's  dollar
denominated  net  liabilities.   The Company's  market  risk  exposure
related  to these items has not changed materially since December  31,
2002.


Item 4.  Controls and Procedures

The  Company has established a system of controls and other procedures
designed  to ensure that information required to be disclosed  in  its
periodic  reports filed under the Securities Exchange Act of 1934,  as
amended,  is recorded, processed, summarized and reported  within  the
time  periods  specified in the Securities and  Exchange  Commission's
rules  and forms.  These disclosure controls and procedures have  been
evaluated under the direction of the Company's Chief Executive Officer
and  Chief  Financial Officer within the last 90 days. Based  on  such
evaluations,  the Chief Executive Officer and Chief Financial  Officer
have  concluded  that  the  disclosure  controls  and  procedures  are
effective.   There have been no significant changes in  the  Company's
system   of   internal  controls  or  in  other  factors  that   could
significantly affect internal controls subsequent to the evaluation by
the Chief Executive Officer and Chief Financial Officer.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

EPA Claims Concerning Farms in Major and Kingfisher County, Oklahoma

The  Company is subject to an ongoing Unilateral Administrative  Order
(the   "RCRA  Order")  pursuant  to  Section  7003  of  the   Resource
Conservation  and  Recovery  Act, as  amended,  42  U.S.C.  Sec.  6973
("RCRA")  filed  by  the Environmental Protection  Agency  ("EPA")  on
June  29, 2001 against Seaboard Farms, Inc., Shawnee Funding,  Limited
Partnership,  and PIC International Group, Inc. ("PIC") (collectively,
"Respondents").  The RCRA Order alleges that five swine farms  located
in Major County and Kingfisher County, Oklahoma purchased from PIC are
causing  or  could cause contamination of the groundwater.   The  RCRA
Order  alleges that, as a result, Respondents have contributed  to  an
"imminent  and  substantial endangerment" within the meaning  of  RCRA
from the leaking of solid waste in the lagoons or other infrastructure
at  the  farms.   The RCRA Order requires Respondents to  develop  and
undertake  a  study  to determine if there has been any  contamination
from  farm  infrastructure,  and  if contamination  has  occurred,  to
develop  and  undertake a remedial plan.  In the event the Respondents
fail  to  comply  with the RCRA Order, the EPA may  commence  a  civil
action  and  can  seek a civil penalty of up to $5,500  per  day,  per
violation.

The Respondents generally have been complying with the RCRA Order, and
have  had significant and ongoing dialogue with EPA to settle the RCRA
Order.   However,  on  April 15, 2003, EPA sent  a  formal  Notice  of
Violation  letter  to the Respondents, alleging that  the  Respondents
have  failed  to  comply  with the RCRA Order because  they  have  not
undertaken  an  investigation of land on  which  the  Company  spreads
effluent  originating  from  the  five  facilities.   The  Respondents
believe  that the Notice of Violation letter has no merit because  the
RCRA Order, by its terms, does not cover these areas, and EPA did  not
have jurisdiction to impose the RCRA Order.

The farms that are the subject of the RCRA Order were previously owned
by  PIC.  PIC is presently providing indemnity and defense of the RCRA
Order  (reserving its right to contest the obligation to do so).   One
indemnity agreement with PIC is subject to a $5 million limit, but the
Company believes that a more general environmental indemnity agreement
would require indemnification of liability in excess of that amount.

Potential Additional EPA Claims

EPA  has  been conducting a broad-reaching investigation  of  Seaboard
Farms,  Inc.   On  March 24, 2003, Seaboard Farms,  Inc.  received  an
additional  information request seeking information as to a  hog  farm
and  a  feed mill, each located in Colorado.  The Company  is  in  the
process  of  complying with the Information Request.  At  present,  no
relief has been sought by the EPA.


Item 4.  Submission of Matters to a Vote of Security Holders

The  annual  meeting of stockholders was held on  April  28,  2003  in
Newton,  Massachusetts.   Two  items  were  submitted  to  a  vote  of
stockholders as described in the Company's Proxy Statement dated March
27,  2003.   The  following table briefly describes the proposals  and
results of the stockholders' vote.

                                    Votes in         Votes
                                      Favor          Against         Abstain

1. To elect:
   H. Harry Bresky                  1,188,081             0          22,488
   David A. Adamsen                 1,205,270             0           5,299
   Douglas W. Baena                 1,205,430             0           5,139
   Joe E. Rodrigues                 1,194,373             0          16,196
   and Kevin M. Kennedy             1,205,440             0           5,129
   as directors.

2. To ratify selection of KPMG LLP
   as independent auditors.         1,204,523         3,632           2,414


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         18   Letter   from  KPMG  LLP  regarding  change  in   accounting
              principles

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

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

(b)      Reports on Form 8-K

         Seaboard Corporation has not filed any reports on Form 8-K during
         the quarter ended March 29, 2003.

This  Form 10-Q contains forward-looking statements within the meaning
of  the  Private Securities Litigation Reform Act of 1995,  which  may
include statements concerning projection of revenues, income or  loss,
capital  expenditures,  capital structure or  other  financial  items,
statements regarding the plans and objectives of management for future
operations,  statements of future economic performance, statements  of
the  assumptions  underlying  or relating  to  any  of  the  foregoing
statements  and  other statements which are other than  statements  of
historical  fact.  These statements appear in a number  of  places  in
this  Report  and include statements regarding the intent,  belief  or
current expectations of the Company and its management with respect to
(i)  the  cost  and  timing  of  the completion  of  new  or  expanded
facilities,  (ii)  the Company's ability to obtain adequate  financing
and liquidity, (iii) the price of feed stocks and other materials used
by  the  Company,  (iv)  the sale price for pork  products  from  such
operations,  (v)  the price for the Company's products  and  services,
(vi)  the  demand for power and related spot prices in  the  Dominican
Republic,  (vii) the effect of the devaluation of the Argentine  peso,
(viii) the effect of changes to the produce division operations on the
consolidated  financial statements of the Company, (ix) the  potential
effect of the proposed meat packer ban legislation, (x) the effect  of
the  national  strike in Venezuela on the Company's  Marine  Division,
(xi)  the  potential  effect of the Company's investments  in  a  wine
business  and  salmon and other seafood business on  the  consolidated
financial  statements of the Company, (xii) the  potential  impact  of
various  environmental  actions  pending  or  threatened  against  the
Company  or  (xiii)  other  trends affecting the  Company's  financial
condition  or results of operations.  Readers are cautioned  that  any
such   forward-looking  statements  are  not  guarantees   of   future
performance  and  involve  risks and uncertainties,  and  that  actual
results  may  differ materially as a result of various  factors.   The
accompanying  information  contained  in  this  Form  10-Q,  including
without  limitation  the information under the headings  "Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results   of
Operations,"  identifies  important factors  which  could  cause  such
differences.



                              SIGNATURES


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




                           DATE:  May 5, 2003
                           Seaboard Corporation


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



                           by:  /s/ John A. Virgo
                                John A. Virgo, Corporate Controller
                                (principal accounting officer)



                            CERTIFICATIONS

I, H. H. Bresky, certify that:

    1.  I  have reviewed this quarterly report on Form 10-Q of  Seaboard
    Corporation;

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

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

    4.  The registrant's other certifying officers and I are responsible
    for  establishing and maintaining disclosure controls and procedures
    (as  defined  in  Exchange  Act Rules 13a-14  and  15d-14)  for  the
    registrant and we have:
       a)  designed  such disclosure controls and procedures  to  ensure
       that  material information relating to the registrant,  including
       its  consolidated subsidiaries, is made known  to  us  by  others
       within  those entities, particularly during the period  in  which
       this quarterly report is being prepared;

       b)  evaluated  the  effectiveness of the registrant's  disclosure
       controls and procedures as of a date within 90 days prior to  the
       filing date of this quarterly report (the "Evaluation Date"); and

       c)  presented in this quarterly report our conclusions about  the
       effectiveness of the disclosure controls and procedures based  on
       our evaluation as of the Evaluation Date;

    5.  The registrant's other certifying officers and I have disclosed,
    based  on  our most recent evaluation, to the registrant's  auditors
    and  the  audit  committee of registrant's board  of  directors  (or
    persons performing the equivalent function):

       a)  all  significant deficiencies in the design or  operation  of
       internal  controls which could adversely affect the  registrant's
       ability  to record, process, summarize and report financial  data
       and  have  identified for the registrant's auditors any  material
       weaknesses in internal controls; and

       b)  any  fraud, whether or not material, that involves management
       or   other  employees  who  have  a  significant  role   in   the
       registrant's internal controls; and

    6.  The  registrant's other certifying officers and I have indicated
    in  this  quarterly  report whether or not  there  were  significant
    changes  in  internal  controls  or  in  other  factors  that  could
    significantly  affect internal controls subsequent to  the  date  of
    our  most  recent evaluation, including any corrective actions  with
    regard to significant deficiencies and material weaknesses.

Date: May 5, 2003
                            /s/ H. H. Bresky
                            H. H. Bresky, Chairman of the Board,
                            President and Chief Executive Officer


I, Robert L. Steer, certify that:

    1.  I  have reviewed this quarterly report on Form 10-Q of  Seaboard
    Corporation;

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

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

    4.  The registrant's other certifying officers and I are responsible
    for  establishing and maintaining disclosure controls and procedures
    (as  defined  in  Exchange  Act Rules 13a-14  and  15d-14)  for  the
    registrant and we have:

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

       b)  evaluated  the  effectiveness of the registrant's  disclosure
       controls and procedures as of a date within 90 days prior to  the
       filing date of this quarterly report (the "Evaluation Date"); and

       c)  presented in this quarterly report our conclusions about  the
       effectiveness of the disclosure controls and procedures based  on
       our evaluation as of the Evaluation Date;

    5.  The registrant's other certifying officers and I have disclosed,
    based  on  our most recent evaluation, to the registrant's  auditors
    and  the  audit  committee of registrant's board  of  directors  (or
    persons performing the equivalent function):

       a)  all  significant deficiencies in the design or  operation  of
       internal  controls which could adversely affect the  registrant's
       ability  to record, process, summarize and report financial  data
       and  have  identified for the registrant's auditors any  material
       weaknesses in internal controls; and

       b)  any  fraud, whether or not material, that involves management
       or   other  employees  who  have  a  significant  role   in   the
       registrant's internal controls; and

    6.  The  registrant's other certifying officers and I have indicated
    in  this  quarterly  report whether or not  there  were  significant
    changes  in  internal  controls  or  in  other  factors  that  could
    significantly  affect internal controls subsequent to  the  date  of
    our  most  recent evaluation, including any corrective actions  with
    regard to significant deficiencies and material weaknesses.

Date: May 5, 2003
                            /s/ Robert L. Steer
                            Robert L. Steer, Senior Vice President,
                            Treasurer and Chief Financial Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-18
<SEQUENCE>3
<FILENAME>ex18.txt
<DESCRIPTION>CHANGES IN ACCOUNTING PRINCIPLES
<TEXT>
                                                  Exhibit 18
Board of Directors
Seaboard Corporation
Shawnee Mission, Kansas


We  have  been  furnished with a copy of the  quarterly
report  on  Form  10-Q  of  Seaboard  Corporation  (the
"Company") for the three months ended March  29,  2003,
and  have  read the Company's statements  contained  in
Note   1   to   the  condensed  consolidated  financial
statements included therein.  As stated in Note 1,  the
Company  changed its method of accounting for the  cost
of  regularly  scheduled drydock  maintenance  services
relating  to  its  fleet of vessels  from  the  accrual
method  of  accounting  to the  direct-expense  method.
Under the new accounting method, maintenance costs  are
recognized  as  expense  as  maintenance  services  are
performed.  Also,  as  stated in Note  1,  the  Company
believes  the  newly  adopted accounting  principle  is
preferable in the circumstances because the maintenance
expense  is not recorded until the maintenance services
are  performed,  and, accordingly,  the  direct-expense
method  eliminates significant estimates and  judgments
inherent  under the accrual method. In accordance  with
your  request,  we  have reviewed  and  discussed  with
Company   officials  the  circumstances  and   business
judgment and planning upon which the decision  to  make
this change in the method of accounting was based.

We  have  not audited any financial statements  of  the
Company as of any date or for any period subsequent  to
December  31, 2002, nor have we audited the information
set forth in the aforementioned Note 1 to the condensed
consolidated financial statements; accordingly,  we  do
not   express   an  opinion  concerning   the   factual
information contained therein.

With  regard  to the aforementioned accounting  change,
authoritative  criteria have not been  established  for
evaluating  the preferability of one acceptable  method
of accounting over another acceptable method.  However,
for  purposes  of  the  Company's compliance  with  the
requirements of the Securities and Exchange Commission,
we are furnishing this letter.

Based  on  our review and discussion, with reliance  on
management's business judgment and planning, we  concur
that   the  newly  adopted  method  of  accounting   is
preferable in the Company's circumstances.

                                   KPMG LLP

Kansas City, Missouri
May 5, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>ex991.txt
<DESCRIPTION>CERFITICATION OF THE CHIEF EXECUTIVE OFFICER
<TEXT>

                                                Exhibit 99.1


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

In  connection  with the filing of the Quarterly  Report  on
Form  10-Q for the fiscal quarter ended March 29, 2002  (the
Report)   by   Seaboard  Corporation  (the   Company),   the
undersigned, as the Chief Executive Officer of the  Company,
hereby  certifies pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that,
to my knowledge:

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

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

                                  /s/ H. H. Bresky
                                  H. H. Bresky, Chairman  of the Board,
                                  President and Chief Executive Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>ex992.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
<TEXT>
                                                Exhibit 99.2


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

In  connection  with the filing of the Quarterly  Report  on
Form  10-Q for the fiscal quarter ended March 29, 2003  (the
Report)   by   Seaboard  Corporation  (the   Company),   the
undersigned, as the Chief Financial Officer of the  Company,
hereby  certifies pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that,
to my knowledge:

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

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

                                  /s/ Robert L. Steer
                                  Robert L. Steer, Senior Vice President,
                                  Treasurer and Chief Financial Officer

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
