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<SEC-DOCUMENT>0000088121-08-000002.txt : 20080228
<SEC-HEADER>0000088121-08-000002.hdr.sgml : 20080228
<ACCEPTANCE-DATETIME>20080228161208
ACCESSION NUMBER:		0000088121-08-000002
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20071231
FILED AS OF DATE:		20080228
DATE AS OF CHANGE:		20080228

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-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03390
		FILM NUMBER:		08650772

	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-K
<SEQUENCE>1
<FILENAME>k102007.txt
<DESCRIPTION>SEABOARD CORPORATION 2007 10-K
<TEXT>



                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                            FORM 10-K

(Mark One)
[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934
       For the fiscal year ended December 31, 2007

                               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)

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

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

          Title of each class         Name of each exchange on which registered
      Common Stock $1.00 Par Value            American Stock Exchange

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

                               None
                        (Title of class)

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

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

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

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

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

Large accelerated filer [ X ]         Accelerated filer [    ]

Non-accelerated filer [   ] (Do not check if a smaller reporting company)

Smaller reporting company [   ]

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

The  aggregate  market value of the 354,625  shares  of  Seaboard
voting    stock   held   by   nonaffiliates   was   approximately
$831,595,625, based on the closing price of $2,345.00  per  share
on  June  29, 2007, the end of Seaboard's second fiscal  quarter.
As  of  February 08, 2008, the number of shares of  common  stock
outstanding was 1,244,278.24.

               DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference
into   the   indicated  parts  of  this  report:   (1)   Seaboard
Corporation's  Annual  Report to Stockholders  furnished  to  the
Commission  pursuant to Rule 14a-3(b) - Parts I and II;  and  (2)
Seaboard  Corporation's definitive proxy statement filed pursuant
to  Regulation 14A for the 2008 annual meeting of stockholders  -
Part III.

<PAGE>

Forward-Looking Statements

This  report,  including information included or incorporated  by
reference   in  this  report,  contains  certain  forward-looking
statements  with respect to the financial condition,  results  of
operations, plans, objectives, future performance and business of
Seaboard  Corporation and its subsidiaries (Seaboard).   Forward-
looking statements generally may be identified as:

- -   statements that are not historical in nature, and

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

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

- -   statements  concerning  projection  of  revenues,  income  or
    loss,  capital  expenditures,  capital  structure  or  other
    financial items,

- -   statements  regarding the plans and objectives of  management
    for future operations,

- -   statements of future economic performance,

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

    (i)    Seaboard's  ability to obtain adequate  financing  and
           liquidity,

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

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

    (iv)   statements concerning management's expectations of recorded
           tax effects under certain circumstances,

    (v)    the ability of the Commodity Trading and Milling segment to
           successfully compete in the markets it serves and the volume of
           business and working capital requirements associated with the
           competitive trading environment,

    (vi)   the charter hire rates and fuel prices for vessels,

    (vii)  the stability of the Dominican Republic's economy, fuel
           cost and related spot market prices and collections  of
           receivables in the Dominican Republic,

    (viii) the effect of the fluctuation in foreign currency
           exchange rates,

    (ix)   statements concerning profitability or sales volume of any
           of Seaboard's segments,

    (x)    the  anticipated  costs  and completion  timetable  for
           Seaboard's scheduled capital improvements, or

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

This   list  of  forward-looking  statements  is  not  exclusive.
Seaboard  undertakes no obligation to publicly update  or  revise
any  forward-looking  statement,  whether  as  a  result  of  new
information, future events, changes in assumptions or  otherwise.
Forward-looking   statements  are  not   guarantees   of   future
performance  or  results.  They involve risks, uncertainties  and
assumptions.   Actual  results may differ materially  from  those
contemplated by the forward-looking statements due to  a  variety
of  factors.  The information contained in this Form 10-K and  in
other  filings  Seaboard  makes with  the  Commission,  including
without  limitation,  the information under  the  headings  "Risk
Factors"  and  "Management's Discussion and Analysis of Financial
Condition   and  Results  of  Operations"  in  this  Form   10-K,
identifies important factors which could cause such differences.

<PAGE> 2

                              PART I

Item 1.  Business

(a)  General Development of Business

Seaboard   Corporation,  a  Delaware  corporation,  the   successor
corporation   to  a  company  first  incorporated  in   1928,   and
subsidiaries (Seaboard) is a diversified international agribusiness
and  transportation  company.  In the United  States,  Seaboard  is
primarily  engaged  in  pork production and processing,  and  ocean
transportation.   Overseas,  Seaboard  is  primarily   engaged   in
commodity  merchandising, grain processing, sugar  production,  and
electric  power  generation.  See Item 1(c)  (1)  (ii)  "Status  of
Product  or  Segment"  below for a discussion  of  developments  in
specific segments.

Seaboard  Flour  LLC,  a Delaware limited liability  company,  owns
approximately  71.8  percent  of the outstanding  common  stock  of
Seaboard.   Mr.  Steven J. Bresky, President  and  Chief  Executive
Officer  of  Seaboard,  and other members  of  the  Bresky  family,
including trusts created for their benefit, own the common units of
Seaboard Flour LLC.

(b)  Financial Information about Industry Segments

The financial information relating to Industry Segments required by
Item 1 of Form 10-K is incorporated herein by reference to Note  13
of  the  Consolidated Financial Statements appearing  on  pages  56
through   59   of  the  Seaboard  Corporation  Annual   Report   to
Stockholders furnished to the Commission pursuant to Rule  14a-3(b)
and attached as Exhibit 13 to this Report.

(c)  Narrative Description of Business

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

     (i) Principal Products and Services

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

     Seaboard's  hog production operations consist of the  breeding
     and  raising  of  approximately 4.0 million hogs  annually  at
     facilities primarily owned or at facilities owned and operated
     by  third parties with whom it has grower contracts.  The  hog
     production  operations are located in the States of  Oklahoma,
     Kansas,  Texas and Colorado.  As a part of the hog  production
     operations,  Seaboard produces specially formulated  feed  for
     the  hogs  at  six  owned  feed  mills.   The  remaining  hogs
     processed  are  purchased  from  third  party  hog  producers,
     primarily pursuant to purchase contracts.

     Beginning in 2008, Seaboard will begin production of biodiesel
     at  a new facility being constructed in Guymon, Oklahoma.  The
     biodiesel  will be sold to a third party and will be  produced
     from  third  party animal fat, vegetable oil and/or  pork  fat
     from Seaboard's Guymon pork processing plant.

     Commodity  Trading and Milling Division - Seaboard's Commodity
     Trading   and   Milling   Division,  primarily   through   its
     subsidiaries, Seaboard Overseas Limited based in Bermuda,  and
     Seaboard Overseas Trading and Shipping (PTY), Ltd. located  in
     South  Africa,  markets wheat, corn, soybean  meal  and  other
     similar  commodities  in  bulk to third  party  customers  and
     affiliated  companies.  These commodities are  purchased  from
     most  growing  regions  worldwide, with  primary  destinations
     being  Africa, South America, and the Caribbean.  The division
     sources, transports and markets approximately 3.5 million tons
     of   grains  and  proteins  on  an  annual  basis.    Seaboard
     integrates  the  service  of  delivering  commodities  to  its
     customers  through the use of chartered bulk vessels  and  its
     eight owned bulk carriers.

<PAGE> 3

     This  division  also  operates milling and related  businesses
     with  26  locations  in  14  countries,  which  are  primarily
     supplied by the trading locations discussed above.  The  grain
     processing  businesses are operated through  six  consolidated
     and eight non-consolidated affiliates in Africa, the Caribbean
     and  South  America.  These are flour, feed and maize  milling
     businesses which produce approximately one and a half  million
     metric  tons  of  finished products per  year.   Most  of  the
     products  produced by the milling operations are sold  in  the
     countries in which the products are produced or into  adjacent
     countries.

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

     Seaboard's  primary marine operation is located in  Miami  and
     includes a 70 acre terminal located at the Port of Miami and a
     135,000  square  foot  warehouse for cargo  consolidation  and
     temporary  storage.  Seaboard also operates a  62  acre  cargo
     terminal  facility  at  the  Port  of  Houston  that  includes
     approximately  690,000 square feet of on-dock warehouse  space
     for  temporary  storage  of bagged grains,  resins  and  other
     cargoes.   Seaboard  also  makes  scheduled  vessel  calls  in
     Philadelphia,  Pennsylvania, Fernandina  Beach,  Florida,  New
     Orleans,  Louisiana  and 40 foreign ports.   At  December  31,
     2007,  Seaboard's fleet consists of 12 owned and approximately
     27  chartered  vessels,  thousands of  dry,  refrigerated  and
     specialized   containers  and  units  of  related   equipment.
     Seaboard  also provides cargo transportation service from  its
     domestic   ports   of  call  to  and  from  multiple   foreign
     destinations where Seaboard does not make vessel calls through
     connecting  carrier agreements with third party  regional  and
     global carriers.

     Sugar  and Citrus Division - Seaboard, through its subsidiary,
     Ingenio y Refineria San Martin del Tabacal and other Argentine
     non-consolidated affiliates, is involved in the production and
     refining  of  sugar cane and the production and processing  of
     citrus  in Argentina.  This division also purchases sugar  and
     citrus  in  bulk  from  third  parties  within  Argentina  for
     subsequent resale.  The sugar products are primarily  sold  in
     Argentina,  primarily to retailers, soft drink  manufacturers,
     and  food  manufacturers,  with some  exports  to  the  United
     States, South America and Europe while the citrus products are
     primarily  exported to the global market.   Seaboard  grows  a
     large  portion of the sugar cane on more than 60,000 acres  of
     land  it owns in northern Argentina. The cane is processed  at
     an   owned  mill,  with  a  current  processing  capacity   of
     approximately  230,000 metric tons of sugar and  approximately
     four  million gallons of alcohol per year.  The sugar mill  is
     one  of  the  largest  in  Argentina.   During  2008,  it   is
     anticipated  that  construction  on  the  alcohol   distillery
     operation will be completed to increase the alcohol production
     capacity  to  approximately 13 million gallons per  year.   In
     addition,  approximately 3,000 acres  of  Seaboard's  land  in
     northern Argentina is planted with orange trees.

     Power   Division   -   Seaboard,   through   its   subsidiary,
     Transcontinental Capital Corp. (Bermuda) Ltd., operates as  an
     independent  power producer in the Dominican  Republic.   This
     operation  is  exempt from U.S. regulation  under  the  Public
     Utility Holding Company Act of 1938, as amended.  The business
     operates  two floating barges with a system of diesel  engines
     capable   of   generating  a  combined   rated   capacity   of
     approximately   112   megawatts  of   electricity.    Seaboard
     generates electricity into the local Dominican Republic  power
     grid.   Seaboard is not directly involved in the  transmission
     or  distribution of the electricity but does have contracts to
     sell directly to third party users.  The barges are secured on
     the  Ozama  River in Santo Domingo, Dominican  Republic.   The
     electricity  is  sold at contracted pricing to  certain  large
     commercial  users with contract terms extending  from  one  to
     four  years.   Seaboard also sells power  under  a  short-term
     contract  to  a  government-owned distribution  company.   The
     remaining  electricity  is  sold  in  the  "spot  market"   at
     prevailing  market  prices,  primarily  to  three  wholly   or
     partially government-owned electric distribution companies  or
     other power producers who lack sufficient power production  to
     service their customers.

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

<PAGE> 4

     The  information required by Item 1 of Form 10-K with  respect
     to  the  amount or percentage of total revenue contributed  by
     any  class  of similar products or services which account  for
     10  percent or more of consolidated revenue in any of the last
     three  fiscal  years  is set forth in Note  13  of  Seaboard's
     Consolidated  Financial  Statements,  appearing  on  pages  56
     through  59  of  the Seaboard's Annual Report to Stockholders,
     furnished  to  the  Commission pursuant to rule  14a-3(b)  and
     attached  as  Exhibit 13 to this report, which information  is
     incorporated herein by reference.

     (ii) Status of Product or Segment

     The Pork segment is constructing a processing plant in Guymon,
     Oklahoma  to  produce biodiesel to be sold to a  third  party,
     which  will be produced from third party animal fat, vegetable
     oil  and/or  pork  fat from Seaboard's Guymon pork  processing
     plant.  Construction is expected to be completed in the  first
     quarter  of  2008.   In addition, the Pork segment  previously
     announced plans to expand its processed meats capabilities  by
     constructing  a  separate further processing plant,  primarily
     for  bacon.  Construction of this facility was anticipated  to
     begin  in the second half of 2007; however the timing of  this
     facility  has  been  delayed.   Also,  other  alternatives  to
     construction may be considered for this project including  the
     acquisition of an existing facility.

     During  2007,  the  Pork  segment constructed  additional  hog
     finishing  space to allow hogs more time to reach the  desired
     weight  for  processing at the Guymon plant.   Additional  hog
     finishing  space  is  currently  under  construction  and   is
     expected  to  be  completed  in  2008.   During  2008,  it  is
     anticipated  that  modifications will be made  to  the  Guymon
     plant   that  will  increase  daily  double  shift  processing
     capacity from approximately 16,800 to 18,500 hogs.

     In   January  2007,  Seaboard  repurchased  the  4.74%  equity
     interest in its subsidiary, Seaboard Foods LP, from the former
     owners  of Daily's.  The former owners of Daily's had acquired
     this  equity interest as part of  Seaboard's  2005 acquisition
     of  Daily's,  a bacon processor located in the western  United
     States.

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

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

     Seaboard  is  a  minority owner in a flour milling  operation,
     located  in  Angola,  which  closed  in  2005.   Seaboard   is
     exploring   various  alternatives  to  reopen  or   sell   the
     operation.

     During  2007, Seaboard launched a plan to expand the  Sugar  &
     Citrus  business.   As part of this plan,  Seaboard  purchased
     land, planted an additional 15,000 acres of sugar cane and  is
     in the process of expanding the alcohol distillery operations.
     This  expansion has raised sugar production from approximately
     200,000  metric tons per year to approximately 230,000  metric
     tons   per  year  and,  is  anticipated  to  increase  alcohol
     production  capacity from approximately four  million  gallons
     per  year to approximately 13 million gallons per year.    The
     alcohol  distillery expansion is expected to be  completed  in
     2008.

     The Sugar and Citrus segment is in the process of developing a
     40  megawatt cogeneration plant.  This plant is expected to be
     completed in 2009.

     At  times  during  early 2007 and throughout 2006,  Seaboard's
     power  production was restricted by the regulatory authorities
     in  the  Dominican  Republic.  The regulatory  body  schedules
     production based on the amount of funds available to  pay  for
     the  power  produced  and  the relative  costs  of  the  power
     produced.    In  addition,  Seaboard  is  pursuing  additional
     investment opportunities in the power industry.

     (iii) Sources and Availability of Raw Materials

     None of Seaboard's businesses utilize material amounts of  raw
     materials that are dependent on purchases from one supplier or
     a small group of dominant suppliers.

<PAGE> 5

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

     Seaboard uses the registered trademark of Seaboard.

     The  Pork Division uses registered trademarks relating to  its
     products, including  Seaboard Farms,  Prairie Fresh,  A  Taste
     Like  No Other,  Daily's, Daily's  Premium  Meats Since  1893,
     High  Plains Bioenergy,  Prairie Fresh Prime,  Seaboard Foods,
     Buffet   Brand and  Seaboard Farms, Inc.   Seaboard  considers
     the  use  of  these trademarks important to the marketing  and
     promotion of its pork products.

     The Marine Division uses the trade name Seaboard Marine  which
     is  also  a registered trademark.  Seaboard believes there  is
     significant  recognition of the Seaboard Mariner trademark  in
     the industry and by many of its customers.

     Part  of  the  sales within the Sugar and Citrus Division  are
     made under the Chango  brand in Argentina, where this division
     operates.   Local  sales prices are affected by  sugar  import
     duties imposed by the Argentine government, which affects  the
     volume of sugar imported to and exported from that market.

     Seaboard's   Power  Division  benefits  from  a   tax   exempt
     concession   granted  by  the  Dominican  Republic  government
     through 2012.

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

     (v) Seasonal Business

     Profits  from processed pork are generally higher in the  fall
     months.  Sugar prices in Argentina are generally lower  during
     the   typical  sugarcane  harvest  period  between  June   and
     November.   Seaboard's  other  divisions  are  not  seasonally
     dependent to any material extent.

     (vi) Practices Relating to Working Capital Items

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

     (vii) Depending on a Single Customer or Few Customers

     Seaboard does not have sales to any one customer equal to  ten
     percent  or more of consolidated revenues.  The Pork  division
     derives  approximately 13 percent of its revenues from  a  few
     customers  in  Japan  through one agent.  The  Power  division
     sells  power in the Dominican Republic to a limited number  of
     contract  customers and on the spot market accessed  primarily
     by  three  wholly  or partially government-owned  distribution
     companies.

     Seaboard's Produce Division sells nearly all of its  processed
     jalapeno peppers to one customer under a contract expiring  in
     2009.  We do not believe the loss of this customer would  have
     a material adverse effect on Seaboard's consolidated financial
     position  or  results of operations.  No  other  division  has
     sales to a few customers which, if lost, would have a material
     adverse effect on any such segment or on Seaboard taken  as  a
     whole.

     (viii) Backlog

     Backlog is not material to Seaboard businesses.

     (ix) Government Contracts

     No  material portion of Seaboard business involves  government
     contracts.

     (x) Competitive Conditions

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

     Seaboard's ocean liner service for containerized cargoes faces
     competition  based  on price and customer  service.   Seaboard
     believes it is among the top five ranking ocean liner services
     for  containerized  cargoes in the Caribbean  Basin  based  on
     cargo volume.

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

<PAGE> 6

     Seaboard's   Power  Division  is  located  in  the   Dominican
     Republic.  Power generated by this segment is sold on the spot
     market  or to contract customers at prices primarily based  on
     market conditions rather than cost-based rates.

     (xi) Research and Development Activities

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

     (xii) Environmental Compliance

     Seaboard  is  subject  to numerous Federal,  state  and  local
     provisions  relating  to  the environment  which  require  the
     expenditure  of  funds  in the ordinary  course  of  business.
     Seaboard  does  not anticipate making expenditures  for  these
     purposes,  including  expenditures with respect  to  the  item
     disclosed  in  Item  3,  Legal  Proceedings,  which,  in   the
     aggregate  would  have  a material or  significant  effect  on
     Seaboard's financial condition or results of operations.

     (xiii) Number of Persons Employed by Registrant

     As  of December 31, 2007, Seaboard, excluding non-consolidated
     foreign  affiliates, had 10,663 employees, of whom 5,622  were
     employed  in the United States.  Approximately 2,000 employees
     in   Seaboard's  Pork  Division  were  covered  by  collective
     bargaining  agreements  as  of December  31,  2007.   Seaboard
     considers its employee relations to be satisfactory.

(d)  Financial Information about Geographic Areas

In  addition  to  the  narrative  disclosure  provided  below,  the
financial information relating to export sales required by  Item  1
of  Form  10-K is incorporated herein by reference to  Note  13  of
Seaboard's Consolidated Financial Statements appearing on pages  56
through 59 of Seaboard's Annual Report to Stockholders furnished to
the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13
to this report.

Seaboard  considers  its  relations with  the  governments  of  the
countries  in  which  its foreign subsidiaries and  affiliates  are
located  to  be  satisfactory,  but these  foreign  operations  are
subject  to  risks of doing business in lesser-developed  countries
which  are  subject  to  potential  civil  unrests  and  government
instabilities,  increasing the exposure to potential expropriation,
confiscation, war, insurrection, civil strife and revolution, sales
price  controls,  currency inconvertibility  and  devaluation,  and
currency  exchange controls.  To minimize certain of  these  risks,
Seaboard  has  insured certain investments in its  affiliate  flour
mills  in  Angola,  Democratic Republic of Congo,  Haiti,  Lesotho,
Mozambique,  Republic of Congo and Zambia, to the extent  available
and  deemed  appropriate against certain of these  risks  with  the
Overseas  Private Investment Corporation, an agency of  the  United
States Government.    As a result of recent presidential elections,
Kenya  is  presently experiencing an increase in civil  strife  and
unrest in certain parts of the country where Seaboard operates but,
to  date, this has not had any negative effect on Seaboard's  flour
and  feed  operations in that country.  Currently, these situations
are  not  expected to have any material effect on  Seaboard's  cash
flows  or  results  of  operations.  At the date  of  this  report,
Seaboard  is  not aware of any other situations referred  to  above
which could have a material effect on Seaboard's business.

(e)  Available Information

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

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

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

<PAGE> 7

Item 1A.  Risk Factors

Seaboard  has  identified important risks  and  uncertainties  that
could  affect  the  results of operations, financial  condition  or
business  and  that  could  cause them to  differ  materially  from
Seaboard's historical results of operations, financial condition or
business, or those contemplated by forward-looking statements  made
herein  or elsewhere, by, or on behalf of, Seaboard.  Factors  that
could cause or contribute to such differences include, but are  not
limited to, those factors described below.

(a) General

  (1)  Seaboard's  Operations  are  Subject  to the General Risks of the
       Food Industry.  The segments of the business that are in the food
       products manufacturing industry are subject to the risks posed by:
       -   food spoilage or food contamination;
       -   evolving consumer preferences and nutritional and health-
           related concerns;
       -   federal, state and local food processing controls;
       -   consumer product liability claims;
       -   product tampering;
       -   the  possible unavailability and/or expense of liability
           insurance.

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

  (2)  Foreign Political and Economic Conditions Have a Significant
       Impact on Seaboard's Business.  Seaboard is a diverse  agribusiness
       and  transportation  company  with  global  operations  in  several
       industries.  Most of the sales and costs of Seaboard's segments are
       significantly influenced by  worldwide  fluctuations  in  commodity
       prices or changes in foreign  political  and  economic  conditions.
       Accordingly, sales, operating income and cash  flows can  fluctuate
       significantly  from   year   to  year.   In   addition,  Seaboard's
       international  activities  pose  risks  not faced by companies that
       limit themselves to United States markets. These risks include:
       -   changes in foreign currency exchange rates;
       -   foreign currency exchange controls;
       -   changes in a specific country's or region's political or
           economic conditions, particularly in emerging markets;
       -   hyperinflation;
       -   heightened customer credit risk;
       -   tariffs, other trade protection measures and import or export
           licensing requirements;
       -   potentially negative consequences from changes in tax laws;
       -   different legal and regulatory structures and unexpected
           changes in legal and regulatory requirements; and
       -   negative perception within a foreign country of a United
           States company doing business in that foreign country.

       Seaboard  cannot  assure you that it  will  be  successful  in
       competing effectively in international markets.

  (3)  Seaboard's Common Stock is Thinly Traded  and  Subject  to  Daily
       Price Fluctuations.  The common stock of Seaboard is closely held
       (71.8%) and thinly traded on a daily basis  on the American Stock
       Exchange.  Accordingly, the price of a share  of common stock can
       fluctuate more significantly from day-to-day  than  a widely held
       stock that is actively traded on a daily basis.

(b) Pork Division

  (1)  Fluctuations  in  Commodity  Pork  Prices  Could  Adversely  Affect
       Seaboard's  Results of Operations.  Sale prices for Seaboard's pork
       products  are  directly  affected  by  both domestic and world wide
       supply and demand for pork products  and  other  proteins,  all  of
       which are determined by constantly changing market forces of supply
       and demand as  well as other factors over which Seaboard has little
       or no control.  Commodity pork prices demonstrate a cyclical nature
       over periods  of  years, reflecting changes  in the supply of fresh
       pork and competing  proteins  on  the  market, especially  beef and
       chicken.  In  addition, there could be weakness in the sales prices
       for Seaboard's pork products due to marketing the increased volumes
       of pork  products produced by Triumph Foods.  Seaboard's results of
       operations  could  be  adversely  affected  by fluctuations in pork
       commodity prices.

<PAGE> 8

  (2)  Increases in the  Costs  of  Seaboard's  Feed  Components  and  Hog
       Purchases Could Adversely Affect Seaboard's   Costs  and  Operating
       Margins.  Feed costs are the most significant single  component  of
       the  cost  of  raising hogs and  can  be  materially  affected   by
       commodity  price fluctuations  for  corn  and  soybean  meal.   The
       results of Seaboard's pork  division  business  can  be  negatively
       affected by increased costs  of  Seaboard's  feed  components.  The
       recent increase in construction of ethanol plants has elevated this
       risk as it has increased the competing demand for feed ingredients,
       primarily  corn.  Similarly,  accounting  for  approximately 20% of
       Seaboard's total hogs slaughtered, the  cost of  third  party  hogs
       purchased fluctuates with market conditions  and can have an impact
       on Seaboard's total costs.  The cost and supply  of feed components
       and  the  third party hogs  that  we  purchase  are  determined  by
       constantly changing  market  forces of supply and demand, which are
       driven by matters over which we have no control, including weather,
       current  and  projected  worldwide  grain  stocks and prices, grain
       export prices and supports and governmental  agricultural policies.
       Seaboard attempts to manage certain of these  risks through the use
       of financial instruments, however this may  also  limit its ability
       to participate in  gains  from  favorable  commodity  fluctuations.
       Unless wholesale pork prices correspondingly increase, increases in
       the prices of  Seaboard's  feed  components or in the cost of third
       party hogs purchased would  adversely  affect  Seaboard's operating
       margins.

  (3)  Seaboard's   Ability   to   Obtain  Appropriate Personnel at Remote
       Locations  is   Important  to   Seaboard's  Business.   The  remote
       locations of the pork processing plant and live hog operations, the
       lack of immigration reform could negatively affect the availability
       and  cost  of  labor.  Seaboard is  dependent  on having sufficient
       properly trained operations  personnel.  Attracting  and  retaining
       qualified   personnel  is  important  to  Seaboard's success.   The
       inability to acquire and retain  the  services  of  such  personnel
       could have a material  adverse  effect  on  Seaboard's  operations.

  (4)  The  Loss  of  Seaboard's  Sole  Hog   Processing  Facility   Would
       Adversely Affect Seaboard's Business.  Seaboard's Pork  segment  is
       largely  dependant on the  continued  operation  of  a  single  hog
       processing facility.  The  loss  of  or damage to this facility for
       any reason - including fire, tornado,  governmental action or other
       reason  - would  adversely  affect  Seaboard  and  Seaboard's  pork
       products business.

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

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

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

  (8)  Corporate Farming  Legislation  Could  Result  in  the  Divestiture
       or Restructuring of Seaboard's Pork Operations.  The development of
       large  corporate  farming  operations  and  concentration   of  hog
       production in larger-scale  facilities  has  engendered  opposition
       from  residents of states in  which   Seaboard  conducts  its  pork
       processing and live hog operations.  In response, corporate farming
       legislation periodically has been introduced in  the  United States
       Senate

<PAGE> 9

       and   House   of   Representatives,   as   well as in several state
       legislatures.  These  proposed  anti-corporate  farming  bills have
       included provisions  to  prohibit or restrict meat packers, such as
       Seaboard,  from owning  or  controlling  livestock   intended   for
       slaughter, which would  require  divestiture  or  restructuring  of
       Seaboard's operations.

  (9)  International  Trade  Barriers  Could  Adversely  Affect Seaboard's
       Pork Operations.  This segment realizes  a  significant  portion of
       its   revenues  from  international  markets,  particularly  Japan.
       International  sales  are  subject  to  risks  related  to  general
       economic conditions,  imposition of tariffs, quotas, trade barriers
       and  other  restrictions,  enforcement  of  remedies   in   foreign
       jurisdictions and compliance  with  applicable  foreign  laws,  and
       other economic and political  uncertainties.  These and other risks
       could  result in  border  closings  or  other  international  trade
       barriers having an adverse effect on Seaboard's earnings.

 (10)  Discontinuation    of    Tax    Credits    for    Biodiesel   Could
       Adversely  Affect  Seaboard's  Results  of  Operations.    Seaboard
       will obtain Federal  and  State  tax  credits  for the biodiesel it
       produces  and  sells.  The  Federal  tax credit  is  scheduled   to
       be discontinued  after  2008,  and  if not  renewed could adversely
       affect Seaboard's results of operations.

(c) Commodity Trading & Milling Division

  (1)  Seaboard's    Commodity    &  Milling   Division   is  Particularly
       Subject to Risks Associated with Foreign Operations.  This  segment
       principally operates in Africa,  Bermuda,  South  America  and  the
       Caribbean and, in most cases, in  what are generally regarded to be
       lesser developed countries.  Many  of  these foreign operations are
       subject to risks of doing  business in  lesser-developed  countries
       which  are   subject  to potential  civil  unrests  and  government
       instabilities,  increasing the exposure to potential expropriation,
       confiscation,  war,  insurrection,  civil  strife  and  revolution,
       currency inconvertibility and devaluation,  and  currency  exchange
       controls, in addition to the risks of overseas operations mentioned
       in clause (a)(2) above.

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

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

  (4)  This  Segment  Uses  a  Material  Amount  of Derivative Products to
       Manage Certain Market Risks.  The commodity  trading portion of the
       business   enters   into  various  commodity  derivatives,  foreign
       exchange  derivatives  and  freight  derivatives  to   create  what
       management believes is an economic hedge  for  commodity  trades it
       executes or intends  to execute with  its  customers.  From time to
       time,  this portion of the  business  may  enter  into  speculative
       derivative transactions related  to  its  market risks.  Failure to
       execute or improper execution of a  derivative position or a firmly
       committed sale or purchase contract, a speculative transaction that
       closes without the desired result or exposure to counter party risk
       could  have  an  adverse  impact  on the results of operations  and
       liquidity.

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

(d) Marine Division

  (1)  The  Demand    for  Seaboard's   Marine  Division's   Services  Are
       Affected by International  Trade  and  Fluctuating  Freight  Rates.
       This   segment   provides  containerized  cargo  shipping  services
       primarily from the  United  States  to  over  twenty-five different
       countries in the  Caribbean  Basin,  and Central and South America.
       In addition to the risks of overseas operations mentioned in clause
       (a)(2)  above,  fluctuations  in  economic  conditions, unstable or
       hostile  local political

<PAGE> 10

       situations  in the countries in  which Seaboard operates can affect
       import/export trade  volumes  and the  price  of  container freight
       rates and adversely affect Seaboard's results of operations.

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

  (3)  Increasing   Fuel   Prices   Can   Adversely    Affect   Seaboard's
       Business.  Ship  fuel  expenses  are  one of  the segment's largest
       expenses.  These costs can vary greatly from year-to-year depending
       on world fuel prices. Also,  but  to  a  lesser  extent, fuel price
       increases can impact the cost of inland transportation costs.

  (4)  Marine    Transportation   is   an   Inherently   Risky   Business.
       Seaboard's vessels and their cargoes are at risk of  being  damaged
       or lost because of events such as:
       -   marine disasters;
       -   bad weather;
       -   mechanical failures;
       -   grounding, fire, explosions and collisions;
       -   human error; and
       -   war and terrorism.

       All  of  these  hazards  can  result in death or injury to persons,
       loss  of property,  environmental  damages,  delays  or  rerouting.
       If one  of  Seaboard's  vessels  were involved  in an accident, the
       resulting media coverage could  have a   material  adverse   effect
       on  Seaboard's  business,  financial   condition  and   results  of
       operations.   Moreover,   Seaboard's    port   operations   can  be
       subject  to   disruption   due   to    hurricanes,  especially   at
       Seaboard's  major port  of  operations   in  Miami, Florida,  which
       could have an adverse effect on our results of operations.

  (5)  Seaboard  is  Subject  to  Complex  Laws  and  Regulations that Can
       Adversely Affect the Cost, Manner or Feasibility of Doing Business.
       Increasingly stringent federal, state and local  laws  and domestic
       and international regulations governing worker  health  and safety,
       environmental  protection,  port  and  terminal  security, and  the
       operation  of  vessels  significantly affect Seaboard's operations.
       Many  aspects of the marine  industry  are  subject  to   extensive
       governmental regulation by  the  Federal  Maritime  Commission, the
       U.S. Coast Guard,  and  U.S. Customs  and Border Protection, and to
       regulation  by  private  industry  organizations.  Compliance  with
       applicable laws, regulations and standards may require installation
       of costly equipment or operational changes, while  the  failure  to
       comply may result in administrative and  civil  penalties, criminal
       sanctions or the suspension or termination of Seaboard's operations
       or detention of its vessels.

(e) Sugar and Citrus Division

  (1)  The  Success  of  this  Segment  Depends  on  the  Condition of the
       Argentinean Economy and Political Climate.  This segment operates a
       sugar mill and alcohol production facility  in  Argentina,  locally
       growing a substantial portion of the  sugar  cane  processed at the
       mill.  In addition, this segment also grows  oranges  in Argentina.
       The majority of the sales  are  within  Argentina.  Fluctuations in
       economic conditions or  changes  in the Argentine political climate
       can have an impact on the costs of  operations,  the  sale price of
       products and  export  opportunities.  In  this  regard,  local sale
       prices are affected by sugar import duties imposed by the Argentine
       government,  which  affects  the  volume  of sugar imported to  and
       exported from that  market.  If  import  duties  are  changed, this
       could have a negative impact on Seaboard's sale price of sugar.  In
       addition, the  Argentine  government  attempts to control inflation
       through price controls on commodities, including sugar, which could
       adversely impact the local sales price  of sugar and the results of
       operations for this segment.

  (2)  This  Segment  is  Subject  to  the  Risks that Are Inherent in any
       Agricultural Business.  Seaboard's  results  of operations for this
       segment may be adversely affected by numerous factors over which we
       have little or no control and that are inherent in any agricultural
       business, including reductions in the  market prices for Seaboard's
       products, adverse weather and growing  conditions, pest and disease
       problems, and new government regulations regarding agriculture

<PAGE> 11

       and the marketing of agricultural products. Of these risks, weather
       particularly  can  adversely  affect  the amount and quality of the
       sugar cane produced by Seaboard and  Seaboard's competitors located
       in other regions of Argentina.

  (3)  The   Loss   of   Seaboard's   Sole   Processing   Facility   Would
       Adversely Affect the Business  of  This  Segment.  Seaboard's Sugar
       and Citrus segment is  largely dependant on the continued operation
       of a single processing  facility.  The  loss  of  or damage to this
       facility for any reason -  including  fire,  tornado,  governmental
       action  or  other  reason - would  adversely affect the business of
       this segment.

(f) Power Division

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

  (2)  Increases  in   Fuel  Costs  Could  Adversely   Affect   Seaboard's
       Operating Margins.  Fuel is the  largest  cost  component  of  this
       segment's  business  and,  therefore,  margins   may  be  adversely
       affected by fluctuations in fuel if such increases can not be fully
       passed to customers.

Item 1B.  Unresolved Staff Comments

None

Item 2.  Properties

(1)  Pork - Seaboard's Pork Division owns a hog processing plant in
Guymon,  Oklahoma,  which opened in 1995.  It has  a  daily  double
shift  capacity to process approximately 16,800 hogs and  generally
operates  at  capacity with additional weekend shifts depending  on
market   conditions.  The  plant  is  utilized  at  near   capacity
throughout  the year.  The Pork segment is making modifications  to
this  facility that will increase daily double shift capacity  from
approximately  16,800 hogs to 18,500 hogs in 2008.  Seaboard's  hog
production  operations  consist of  the  breeding  and  raising  of
approximately 4.0 million hogs annually at facilities it  primarily
owns or at facilities owned and operated by third parties with whom
it  has  grower  contracts.  This business owns  and  operates  six
centrally  located  feed mills which have a  combined  capacity  to
produce  approximately 1,700,000 tons of formulated  feed  annually
used  primarily to support Seaboard's existing hog production,  and
has  the capability of supporting additional hog production in  the
future.   These  facilities are located in Oklahoma, Texas,  Kansas
and  Colorado.  The Pork segment is constructing a processing plant
in  Guymon,  Oklahoma  with the capacity to  produce  30.0  million
gallons  of  biodiesel annually, which will be produced from  third
party  animal  fat, vegetable oil and/or pork fat  from  Seaboard's
Guymon  pork  processing plant.  Construction  is  expected  to  be
completed in the first quarter of 2008.

Seaboard's  Pork  Division also owns two bacon  further  processing
plants  located  in  Salt  Lake City, Utah and  Missoula,  Montana.
These  plants are utilized at or near capacity throughout the year,
which is a combined daily smoking capacity of approximately 300,000
pounds of raw pork bellies.

(2)  Commodity  Trading and Milling - Seaboard's Commodity  Trading
and  Milling  Division owns, in whole or in part,  grain-processing
and  related agribusiness operations in 14 countries which have the
capacity to mill approximately 7,700 metric tons of wheat and maize
per day.  In addition, Seaboard has feed mill capacity of in excess
of  128  metric tons per hour to produce formula animal feed.   The
milling  operations  located in Colombia,  Democratic  Republic  of
Congo, Ecuador, Guyana, Haiti, Kenya, Lesotho, Mozambique, Nigeria,
Republic  of  Congo,  Sierra Leone, Uganda  and  Zambia  own  their
facilities;  in  Kenya, Lesotho, Mozambique, Nigeria,  Republic  of
Congo  and Sierra Leone the land on which the mills are located  on
is  leased  under  long-term agreements;  and,  in  Madagascar  the
milling  facilities are leased.  Certain foreign milling operations
may operate at less than full capacity due to low demand related to
poor  consumer purchasing power, excess milling capacity  in  their
competitive  environment and European-subsidized  wheat  and  flour
exports.  Seaboard also owns seven 9,000 metric-ton deadweight  dry
bulk  carriers, one 23,400 metric ton deadweight dry bulk  carrier,
and  "time  charters" (the charter of a vessel, whereby the  vessel
owner  is responsible to provide the captain and crew necessary  to
operate  the vessel) under short-term agreements, between four  and
27  bulk carrier ocean vessels with deadweights ranging  from 4,000
to 64,000 metric tons.

<PAGE> 12

(3)  Marine - Seaboard's  Marine  Division leases a 135,000  square
foot warehouse and 70 acres of port terminal land and facilities in
Miami,   Florida   which  are  used  in  its  containerized   cargo
operations.   Seaboard also leases an approximately 62  acre  cargo
handling  and  terminal facility in Houston, Texas, which  includes
several  on-dock warehouses totaling approximately  690,000  square
feet  for  cargo storage.  At December 31, 2007, Seaboard owned  12
ocean  cargo vessels with deadweights ranging from 2,600 to  19,500
metric tons and time chartered under contracts ranging from one  to
three  years,  approximately 26 containerized ocean  cargo  vessels
with  deadweights  ranging from 3,400 to 21,800  metric  tons.   In
addition, Seaboard has one vessel with a deadweight of 4,800 metric
tons under contract with a term under one year.  Seaboard also owns
or  leases  an  aggregate of approximately 48,000 dry, refrigerated
and specialized containers and units of related equipment.

(4)  Sugar  and  Citrus - Seaboard's  Argentine  Sugar  and  Citrus
Division  owns  more  than 60,000 acres of  planted  sugarcane  and
approximately  3,000  acres of orange trees.   Depending  on  local
harvest  and market conditions, this business also purchases  third
party sugar and citrus for resale.  In addition, this division owns
a  sugar  mill  with  a  current capacity to process  approximately
230,000 metric tons of sugar and approximately four million gallons
of alcohol per year.  This capacity is sufficient to process all of
the   cane  harvested  by  this  division  and  certain  additional
quantities  harvested on behalf of the third party farmers  in  the
region.   The sugarcane fields and processing mill are  located  in
northern   Argentina  in  the  Salta  Province,  which  experiences
seasonal  rainfalls that may limit the harvest season,  which  then
affects  the  duration of mill operations and quantities  of  sugar
produced.   During  2008, it is anticipated  construction  will  be
completed  on  the  alcohol distillery operation  to  increase  the
alcohol production capacity to approximately 13 million gallons per
year.   This division also owns a juice processing plant and  fresh
fruit  packaging plant with capacity to produce approximately 5,000
tons  of concentrated juice and package approximately 400,000 boxes
of fresh fruit annually.

(5)  Power - Seaboard's  Power Division owns two floating  electric
power  generating  facilities, consisting of  a  system  of  diesel
engines  mounted  onto barge-type vessels, with  a  combined  rated
capacity of approximately 112 megawatts, both located on the  Ozama
River  in Santo Domingo, Dominican Republic.  At times during early
2007   and   throughout  2006,  Seaboard's  power  production   was
restricted by the regulatory authorities in the Dominican Republic.
The  regulatory body schedules production based on  the  amount  of
funds  available  to pay for the power produced  and  the  relative
costs  of  the power produced.  Seaboard operates as an independent
power   producer.   Seaboard  is  not  directly  involved  in   the
transmission and distribution facilities that deliver the power  to
the  end  users but does have contracts to sell directly  to  third
party users.

(6)  Other - Seaboard  owns a jalapeno pepper processing plant  and
warehouse in Honduras.

Management believes that Seaboard's present facilities are adequate
and suitable for its current purposes.

Item 3.  Legal Proceedings

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

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

No  matter  was submitted to a vote of security holders during  the
last quarter of the fiscal year covered by this report.

Executive Officers of Registrant

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


<PAGE> 13

Name (Age)                 Positions and Offices with Registrant and Affiliates

Steven J. Bresky (54)      President and Chief Executive Officer

Robert  L.  Steer (48)     Senior Vice President, Chief  Financial Officer

David  M.  Becker (46)     Vice President,  General  Counsel  and Secretary

Barry E. Gum (41)          Vice President, Finance and Treasurer

James L. Gutsch (54)       Vice President, Engineering

Ralph L. Moss (62)         Vice President, Governmental Affairs

David  S.  Oswalt (40)     Vice President, Taxation  and  Business Development

John  A. Virgo (47)        Vice President, Corporate Controller and
                           Chief Accounting Officer

Rodney K. Brenneman (43)   President, Seaboard Foods, LP

David  M. Dannov (46)      President, Seaboard Overseas and  Trading Group

Edward A. Gonzalez (42)    President, Seaboard Marine Ltd.

Mr.  Steven  J. Bresky has served as President and Chief  Executive
Officer  since  July 2006 and previously as Senior Vice  President,
International  Operations of Seaboard from February  2001  to  July
2006.

Mr.  Steer  has  served as Senior Vice President,  Chief  Financial
Officer  of Seaboard since December 2006 and previously  as  Senior
Vice  President, Treasurer and Chief Financial Officer  from  2001-
2006.

Mr.  Becker  has  served  as Vice President,  General  Counsel  and
Secretary of Seaboard since December 2003, and previously  as  Vice
President,  General Counsel and Assistant Secretary  from  2001  to
2003.

Mr.  Gum  has  served as Vice President, Finance and  Treasurer  of
Seaboard since December 2006, previously as Vice President, Finance
from 2003-2006 and Director of Finance from 2000 to 2003.

Mr.  Gutsch  has served as Vice President, Engineering of  Seaboard
since December 1998.

Mr.  Moss  has  served as Vice President, Governmental  Affairs  of
Seaboard since December 2003 and previously as Director, Government
Affairs from 1993 to 2003.

Mr.  Oswalt  has  served as Vice President, Taxation  and  Business
Development  of  Seaboard since December  2003  and  previously  as
Director of Tax from 1995 to 2003.

Mr.  Virgo  has served as Vice President, Corporate Controller  and
Chief  Accounting  Officer  of Seaboard  since  December  2003  and
previously as Corporate Controller from 1996 to 2003.

Mr.  Brenneman  has  served  as President  of  Seaboard  Foods,  LP
(previously Seaboard Farms Inc.) since June 2001.

Mr. Dannov has served as President of Seaboard Overseas and Trading
Group since August 2006 and previously as Vice President, Treasurer
of Seaboard Overseas and Trading Group from 1996 to 2006.

Mr. Gonzalez has served as President of Seaboard Marine, Ltd. since
January   2005  and  previously  as  Vice  President  of   Terminal
Operations of Seaboard Marine Ltd. from 2000 to 2005.


                                 PART II

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

Seaboard's  Board of Directors intends that Seaboard will  continue
to pay quarterly dividends, with the actual amount of any dividends
being   dependant   upon  such  factors  as  Seaboard's   financial
condition,  results of operations and current and anticipated  cash
needs, including capital requirements.  As discussed in Note  8  of
the consolidated financial statements appearing on pages 47 and  48
of the Seaboard Corporation Annual Report to Stockholders furnished
to the Commission

<PAGE> 14

pursuant to Rule 14a-3(b) and attached as Exhibit 13 to this Report
(which discussion is incorporated herein by reference),  Seaboard's
ability to declare  and  pay  dividends  is subject  to limitations
imposed by the note agreements referred  to there.

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

The following table sets forth information concerning any purchases
made by or on behalf of Seaboard or any "affiliated purchaser"  (as
defined  by  applicable  rules  of the  Commission)  of  shares  of
Seaboard's  common stock during the fourth quarter  of  the  fiscal
year covered by this report.

Purchases  of  Equity  Securities  by  the  Issuer  and  Affiliated
Purchasers

                  Issuer Purchases of Equity Securities



                                                        Total       Approximate
                                                        Number      Dollar
                                                        of Shares   Value of
                                                        Purchased   Shares
                                                        as Part     that May
                                                        of          Yet Be
                                 Total       Average    Publicly    Purchased
                                 Number of   Price      Announced   Under the
                                 Shares      Paid per   Plans or    Plans or
Period                           Purchased   Share      Programs    Programs

September 30 to October 31, 2007        -       n/a          n/a    $32,159,314
November 1 to November 30, 2007     3,344    $1,480.92      3,344   $27,207,127
December 1 to December 31, 2007     5,102    $1,508.42      5,102   $19,511,158
Total                               8,446    $1,497.53      8,446   $19,511,158

All purchases during the quarter were made under the authorization
from  our  Board  of  Directors announced on  August  8,  2007  to
purchase up to $50 million of shares of Seaboard common stock.  An
expiration  date  of August 31, 2009 has been specified  for  this
authorization.   All  purchases  were  made  through   open-market
purchases and all the repurchased shares have been retired.

In  addition  to  the  information provided above,  the  information
required  by Item 5 of Form 10-K is incorporated herein by reference
to  (a)  the  information  under "Stockholder  Information  -  Stock
Listing," (b) the dividends per common share information and  market
price  range per common share information under "Quarterly Financial
Data"  and  (c)  the  information under "Company Performance  Graph"
appearing  on pages 60, 9 and 8, respectively, of Seaboard's  Annual
Report to Stockholders furnished to the Commission pursuant to  Rule
14a-3(b) and attached as Exhibit 13 to this report.

Item 6.  Selected Financial Data

The  information  required by Item 6 of Form 10-K  is  incorporated
herein  by  reference to the "Summary of Selected  Financial  Data"
appearing  on  page 7 of Seaboard's Annual Report  to  Stockholders
furnished to the Commission pursuant to Rule 14a-3(b) and  attached
as Exhibit 13 of this Report.

Item   7.    Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations

The  information  required by Item 7 of Form 10-K  is  incorporated
herein  by  reference to "Management's Discussion and  Analysis  of
Financial Condition and Results of Operations" appearing  on  pages
10 through 26 of Seaboard's Annual Report to Stockholders furnished
to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit
13 to this Report.

<PAGE> 15

Item  7A.   Quantitative and Qualitative Disclosures  About  Market
Risk

The  information  required by Item 7A of Form 10-K is  incorporated
herein  by  reference  to  (a)  the  material  under  the  captions
"Derivative Instruments and Hedging Activities" within  Note  1  of
Seaboard's Consolidated Financial Statements appearing on pages  37
and 38 of Seaboard's Annual Report to Stockholders furnished to the
Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13  to
this  Report,  and  (b) the material under the caption  "Derivative
Information"  within  "Management's  Discussion  and  Analysis   of
Financial Condition and Results of Operations" appearing  on  pages
24 through 26 of Seaboard's Annual Report to Stockholders furnished
to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit
13 to this Report.

Item 8.  Financial Statements and Supplementary Data

The  information  required by Item 8 of Form 10-K  is  incorporated
herein  by  reference  to  Seaboard's "Quarterly  Financial  Data,"
"Report   of   Independent  Registered  Public  Accounting   Firm,"
"Consolidated   Statements  of  Earnings,"  "Consolidated   Balance
Sheets,"  "Consolidated  Statements of Cash  Flows,"  "Consolidated
Statements  of  Changes  in  Equity"  and  "Notes  to  Consolidated
Financial  Statements" appearing on page 9 and pages 28 through  59
of  Seaboard's  Annual  Report  to Stockholders  furnished  to  the
Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13  to
this Report.

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

Not applicable.

Item 9A.  Controls and Procedures

Evaluation  of Disclosure Controls and Procedures - As of  December
31,  2007, Seaboard's management has evaluated, under the direction
of   our   chief  executive  and  chief  financial  officers,   the
effectiveness of Seaboard's disclosure controls and procedures,  as
defined in Exchange Act rule 13a - 15(e).  Based upon and as of the
date  of  that  evaluation, Seaboard's chief  executive  and  chief
financial  officers  concluded that Seaboard's disclosure  controls
and  procedures were effective to ensure that information  required
to  be  disclosed  in the reports it files and  submits  under  the
Securities  Exchange Act of 1934 is recorded, processed, summarized
and  reported  as and when required.  It should be noted  that  any
system of disclosure controls and procedures, however well designed
and  operated,  can  provide  only reasonable,  and  not  absolute,
assurance  that the objectives of the system are met.  In addition,
the  design of any system of disclosure controls and procedures  is
based  in  part  upon  assumptions about the likelihood  of  future
events.   Due to these and other inherent limitations of  any  such
system,  there  can  be no assurance that any  design  will  always
succeed  in  achieving its stated goals under all potential  future
conditions.

Management's Report on Internal Control Over Financial Reporting  -
Information   required   by  Item  9A  of  Form   10-K   concerning
management's  report on Seaboard's internal control over  financial
reporting,   as   defined  in  Exchange  Act  rule   13a-15(f)   is
incorporated herein by reference to Seaboard's "Management's Report
on  Internal Control over Financial Reporting" appearing on page 27
of  Seaboard's  Annual  Report  to Stockholders  furnished  to  the
commission pursuant to Rule 14a-3(b) and attached as Exhibit 13  to
this report.

Registered   Public   Accounting  Firm's   Attestation   Report   -
Information  required by Item 9A of Form 10-K with respect  to  the
registered   public   accounting  firm's  attestation   report   on
Seaboard's   internal   controls  over   financial   reporting   is
incorporated   herein  by  reference  to  "Report  of   Independent
Registered  Public  Accounting  Firm"  appearing  on  page  29   of
Seaboard's   Annual  Report  to  Stockholders  furnished   to   the
commission pursuant to Rule 14-3(b) and attached as Exhibit  13  to
this report.

Change  in  Internal  Controls  -  There  has  been  no  change  in
Seaboard's internal control over financial reporting that  occurred
during  the  fiscal  quarter  ended  December  31,  2007  that  has
materially affected, or is reasonably likely to materially  affect,
Seaboard's internal control over financial reporting.

Item 9B.  Other Information

Not Applicable.

<PAGE> 16

                             PART III

Item  10.   Directors,  Executive Officers of  the  Registrant  and
Corporate Governance

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

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

In  addition  to  the information provided above,  the  information
required  by  Item  10  of  Form 10-K  is  incorporated  herein  by
reference  to (a) the disclosure relating to directors under  "Item
1:   Election  of  Directors" appearing on  page  5  of  Seaboard's
definitive proxy statement filed pursuant to Regulation 14A for the
2007  annual meeting of Stockholders ("2008 Proxy Statement"),  (b)
the  disclosure relating to Seaboard's audit committee  and  "audit
committee  financial expert" and its director nomination procedures
under "Board of Directors Information -- Committees of the Board --
Audit  Committee" and "Board of  Directors Information --  Director
Nominations"  appearing  on  pages  6  and  7  of  the  2008  Proxy
Statement,  and  (c)  the disclosure relating to  late  filings  of
reports required under Section 16(a) of the Securities Exchange Act
of   1934  under  "Section  16(a)  Beneficial  Ownership  Reporting
Compliance" appearing on  page 25 of the 2008 Proxy Statement.

Item 11.  Executive Compensation

The  information  required by Item 11 of Form 10-K is  incorporated
herein  by reference to (a) the disclosure relating to compensation
of  directors under "Board of Directors Information -- Compensation
of  Directors"  and "Employment Arrangements with  Named  Executive
Officers" appearing on page 7 and pages 10 and 11 of the 2008 Proxy
Statement,  and  (b)  the disclosure relating  to  compensation  of
executive   officers  under  "Executive  Compensation   and   Other
Information,"   "Benefit   Plans"   and   "Compensation   Committee
Interlocks  and  Insider  Participation,"  "Compensation  Committee
Report"  and  "Compensation Discussion and Analysis"  appearing  on
pages 8 and 9, and pages 11 through 22 of the 2008 Proxy Statement.

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

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

In  addition  to  the information provided above,  the  information
required  by  Item  12  of   Form 10-K is  incorporated  herein  by
reference  to  the  disclosure under "Principal  Stockholders"  and
"Share  Ownership of Management and Directors" appearing on page  4
of the 2008 Proxy Statement.

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

The  information  required by Item 13 of Form 10-K is  incorporated
herein by reference to the disclosure under "Compensation Committee
Interlocks and Insider Participation" appearing on pages 21 and  22
of  the  2008 Proxy Statement, and the disclosure under  "Board  of
Directors  Information  -  Controlled Corporation"  and  "Board  of
Directors Information - Committees of the Board" appearing on  page
6 of the 2008 Proxy Statement.

Item 14.  Principal Accounting Fees and Services

The  information  required by Item 14 of Form 10-K is  incorporated
herein  by reference to the disclosure under "Item 2  Selection  of
Independent Auditors" appearing on pages 22 through 24 of the  2008
Proxy Statement.

<PAGE> 17



                              PART IV

Item 15.  Exhibits, Financial Statement Schedules

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

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

  2. Consolidated financial statement schedules.
     See Index to Consolidated Financial Statements on page F-1.

  3. Exhibits.

     3.1    Seaboard's    Restated   Certificate   of   Incorporation.
            Incorporated  herein  by  reference  to  Exhibit  3.1   of
            Seaboard's Form 10-Q for the quarter ended April 1, 2006.

     3.2    Seaboard's  By-laws, as amended.  Incorporated  herein  by
            reference  to  Exhibit  3.2 of Seaboard's  Form  10-K  for
            fiscal year ended December 31, 2006.

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

     4.2    Seaboard Corporation $32,500,000 5.8% Senior Note,  Series
            A,  due  September 30, 2009  issued pursuant to  the  Note
            Purchase  Agreement described above.  Incorporated  herein
            by  reference to Exhibit 4.4 of Seaboard's Form  10-Q  for
            the quarter ended September 28, 2002.

     4.3    Seaboard Corporation $38,000,000 6.21% Senior Note, Series
            B,  due  September 30, 2009  issued pursuant to  the  Note
            Purchase  Agreement described above.  Incorporated  herein
            by  reference to Exhibit 4.5 of Seaboard's Form  10-Q  for
            the quarter ended September 28, 2002.

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

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

     4.6    Seaboard Corporation Credit Agreement dated as of December
            3,  2004  ($200,000,000 revolving credit facility expiring
            on December 2, 2009).  Incorporated herein by reference to
            Exhibit 4.14 of Seaboard's Form 10-K for fiscal year ended
            December 31, 2004.

     4.7    Amendment  No.  1    to    Seaboard   Corporation   Credit
            Agreement   dated  December  3,  2004        ($200,000,000
            revolving  credit facility expiring on December 2,  2009).
            Incorporated  herein  by  reference  to  Exhibit  4.1   of
            Seaboard's Form 10-Q for the quarter ended July 2, 2005

     4.8    Notice   of  Reduction  of  Aggregate  Commitments   (from
            $200,000,000 to $100,000,000) under Credit Agreement dated
            as of December 3, 2004 among Seaboard Corporation, Bank of
            America,  N.A.,  Scotia Capital, Inc.,  Harris  Trust  and
            Savings Bank and SunTrust Bank and the Other Lenders Party
            Hereto  Incorporated herein by reference to Exhibit 4.1 of
            Seaboard's Form 10-Q for the quarter ended October 1, 2005

     10.1*  Seaboard   Corporation   Executive   Retirement Plan, 2005
            Amendment  and  Restatement dated March 6, 2006,  amending
            and   restating   the   Seaboard   Corporation   Executive
            Retirement  Plan  dated  November 5,  2004.   Incorporated
            herein by reference to Exhibit 10.1 of Seaboard's Form 10-
            K for fiscal year ended December 31, 2006.

<PAGE> 18

     10.2*  Seaboard   Corporation   Executive  Deferred  Compensation
            Plan  dated December 29, 2005, amending and restating  the
            Seaboard Corporation Executive Deferred Compensation  Plan
            dated  January 1, 1999.  Incorporated herein by  reference
            to  Exhibit  10.3 of Seaboard's Form 10-K for fiscal  year
            ended December 31, 2006.

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

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

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

     10.6*  Seaboard    Corporation  Retiree  Medical   Benefit   Plan
            dated March 4, 2005.  Incorporated herein by reference  to
            Exhibit  10.10  of Seaboard's Form 10-K  for  fiscal  year
            ended December 31, 2004.

     10.7*  Seaboard    Corporation    Executive    Officers'    Bonus
            Policy.  Incorporated herein by reference to Exhibit 10.10
            of Seaboard's Form 10-K for fiscal year ended December 31,
            2006.

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

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

     10.10* Employment   Agreement   between  Seaboard Farms, Inc. and
            Rodney  K.  Brenneman  dated July 1,  2005.   Incorporated
            herein by reference to Exhibit 10.3 of Seaboard's Form 10-
            Q for the quarter ended July 2, 2005.

     10.11* Employment    Agreement   between  Seaboard Corporation and
            Edward  A.   Gonzalez  dated July  1,  2005.   Incorporated
            herein by reference to Exhibit 10.14 of Seaboard's Form 10-
            K for fiscal year ended December 31, 2006.

     10.12* Seaboard        Corporation      Nonqualified      Deferred
            Compensation   Plan dated December 29, 2005.   Incorporated
            herein by reference to Exhibit 10.15 of Seaboard's Form 10-
            K for fiscal year ended December 31, 2006.

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

     10.14* Employment   Agreement  between  Seaboard  Corporation  and
            David  M. Dannov dated July 1, 2006.  Incorporated   herein
            by  reference to Exhibit 10.17 of Seaboard's Form  10-K for
            fiscal year ended December 31, 2006.

     10.15* Second    Amendment   to   Employment   Agreement   between
            Seaboard Corporation and Edward A. Gonzalez  dated  January
            17,  2007.   Incorporated herein by  reference  to  Exhibit
            10.18  of  Seaboard's  Form 10-K   for  fiscal  year  ended
            December 31, 2006.

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

     21     List of subsidiaries.

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

<PAGE> 19

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

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

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

  *  Management contract or compensatory plan or arrangement.

(b)  Exhibits.

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


(c)  Financial Statement Schedules.

See  financial  statement  schedules identified  above  under  Item
15(a)2.


<PAGE> 20

                           SIGNATURES

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

                      SEABOARD CORPORATION

By    /s/Steven J. Bresky               By    /s/Robert L. Steer
      Steven J. Bresky, President and         Robert L. Steer,
      Chief Executive Officer                 Senior Vice President,
      (principal executive officer)           Chief Financial Officer
                                              (principal financial officer)

Date: February 28, 2008                 Date: February 28, 2008



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

Date: February 28, 2008



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

By    /s/Steven J. Bresky               By    /s/Kevin M. Kennedy
      Steven J. Bresky, Director and          Kevin M. Kennedy, Director
      Chairman of the Board

Date: February 28, 2008                 Date: February 28, 2008



By    /s/David A. Adamsen               By    /s/Joseph E. Rodrigues
      David A. Adamsen, Director              Joseph E. Rodrigues, Director

Date: February 28, 2008                 Date: February 28, 2008



By    /s/Douglas W. Baena
      Douglas W. Baena, Director

Date: February 28, 2008


<PAGE> 21


 SEABOARD CORPORATION AND SUBSIDIARIES
     Index to Consolidated Financial Statements and Schedule
                      Financial Statements


                                                               Stockholders'
                                                            Annual Report Page

Report of Independent Registered Public Accounting Firm             28

Consolidated Statement of Earnings for the years
 ended December 31, 2007, December 31, 2006 and
 December 31, 2005                                                  30

Consolidated Balance Sheets as of December 31, 2007
 and December 31, 2006                                              31

Consolidated Statement of Cash Flows for the years
 ended December 31, 2007, December 31, 2006 and
 December 31, 2005                                                  32

Consolidated Statement of Changes in Equity for the
 years ended December 31, 2007, December 31, 2006 and
 December 31, 2005                                                  33

Notes to Consolidated Financial Statements                          34

The foregoing is incorporated herein by reference.

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

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


II - Valuation and Qualifying Accounts for the years ended
     December 31, 2007, 2006 and 2005                              F-3

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

<PAGE> F-1

     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Seaboard Corporation:

Under  date of February 28, 2008, we reported on the consolidated
balance  sheets  of  Seaboard Corporation and  subsidiaries  (the
Company)  as  of  December 31, 2007 and  2006,  and  the  related
consolidated statements of earnings, changes in equity  and  cash
flows  for  each  of  the  years in the three-year  period  ended
December  31, 2007, as contained in the December 31, 2007  annual
report  to stockholders.  These consolidated financial statements
and  our  report  thereon are incorporated by  reference  in  the
annual report on Form 10-K for the year ended December 31,  2007.
In  connection with our audits of the aforementioned consolidated
financial  statements, we also audited the  related  consolidated
financial statement schedule as listed in the accompanying index.
This  financial statement schedule is the responsibility  of  the
Company's  management.   Our  responsibility  is  to  express  an
opinion on this financial statement schedule based on our audits.

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

Our  report  dated  February  28, 2008  contains  an  explanatory
paragraph  that states the Company adopted Statement of Financial
Accounting  Standards No. 158, Employers' Accounting for  Defined
Benefit Pension and Other Postretirement Plans, in 2006.

                                   KPMG LLP

Kansas City, Missouri
February 28, 2008

<PAGE> F-2

<TABLE>
<CAPTION>

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



                                   Balance at      Provision   Net deductions    Balance at
                                beginning of year     (1)           (2)          end of year
<S>                                 <C>              <C>           <C>             <C>
Year ended December 31, 2007:

  Allowance for doubtful accounts   $14,638          1,401         (7,979)         $ 8,060

Year ended December 31, 2006:

  Allowance for doubtful accounts   $16,155          2,479         (3,996)         $14,638

Year ended December 31, 2005:

  Allowance for doubtful accounts   $14,524          3,987         (2,356)         $16,155


<FN>
(1)  The allowance for doubtful accounts provision is charged  to
selling, general and administrative expenses.

(2)    Includes   write-offs  net  of  recoveries  and   currency
translation adjustments.

</TABLE>

<PAGE> F-3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>2
<FILENAME>ex13.txt
<DESCRIPTION>2007 ANNUAL REPORT
<TEXT>


                      SEABOARD CORPORATION



                       2007 Annual Report



<PAGE>


 Description of Business

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


 Table of Contents

  Letter to Stockholders                                          2
  Division Summaries                                              4
  Principal Locations                                             6
  Summary of Selected Financial Data                              7
  Company Performance Graph                                       8
  Quarterly Financial Data (unaudited)                            9
  Management's  Discussion & Analysis of  Financial  Condition
   and Results of Operations                                     10
  Management's Responsibility for Financial Statements           27
  Management's  Report  on  Internal  Control  over  Financial
   Reporting                                                     27
  Report  of Independent Registered Public Accounting Firm  on
   Consolidated Financial Statements                             28
  Report  of Independent Registered Public Accounting Firm  on
   Internal Control over Financial Reporting                     29
  Consolidated Statements of Earnings                            30
  Consolidated Balance Sheets                                    31
  Consolidated Statements of Cash Flows                          32
  Consolidated Statements of Changes in Equity                   33
  Notes to Consolidated Financial Statements                     34
  Stockholder Information                                        60

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

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

<PAGE> 1

                     Letter to Stockholders

This  year, in March, marked the passing of the Chairman  of  our
Company,  Harry  Bresky.    The  Company  lost  an  inspirational
visionary  leader,  and I lost a mentor and  my  closest  friend.
Although Harry retired as CEO in 2006, I had hoped that we  would
have  had  more time to lean on him for his wisdom  and  business
counsel.  Nevertheless, his influence will always  remain  within
the fabric of the Company.

Despite  an extremely challenging business environment this  past
year, our financial results for 2007 were more than satisfactory.
We  recorded an all-time high in revenue of $3.2 billion and  our
third  highest net income in company history. As we cautioned  in
previous  shareholder letters, our earnings  over  the  past  few
years   have  been  extraordinary,  with  company  and   industry
profitability at historic levels. Now, with various  disruptions,
mostly  on the cost side, we will be challenged to sustain recent
historical margins in all of our major businesses.

Last   year,  I  mentioned  that  certain  fundamental   factors,
including  higher input costs, would affect our  performance  and
indeed  they  have.  Most significant has been the  unprecedented
run up in grain and oil seed prices, primarily stemming from U.S.
Government legislation imposing mandates for renewable fuels.  We
did anticipate, to some degree, the impact this would have in the
grain  markets and we positioned ourselves accordingly.  However,
these  additional  purchases were not sufficient  to  offset  the
sustained and unprecedented upward movement in the derivative and
physical  ingredient markets.  The impact of these  higher  grain
costs  was  principally responsible for the  overall  decline  in
earnings year over year.

Seaboard  Foods was hit the hardest by these cost  increases,  as
margins  narrowed  significantly  on  the  hog  production  side.
Higher  grain  prices  accounted  for  most  of  the  decline  in
operating  income for our Pork division in 2007.   We  anticipate
that overall margins in our integrated business will remain under
pressure  well into 2008.  On the positive side, we are  starting
to  see  some political and economic push back from food industry
and  environmental  groups which could help to stabilize  prices.
Over  time,  the pork market should compensate for  higher  grain
prices  with  fewer  hogs,  which will likely  result  in  higher
product  prices.   During  this  last  year,  we  purchased   the
remaining  5 percent of Daily's, our further processing business.
Daily's  represents an important step in extending our  reach  in
the  value  chain of our integrated business model in  pork,  and
represents  an integral part of our brand building efforts.    We
anticipate  that  construction of our  biodiesel  plant  will  be
completed  in the first quarter of 2008.  This facility  will  be
able  to  convert certain by-products, principally pork fat  from
our  plant  as  well as animal fat and vegetable oil  from  third
parties,  into biodiesel. With this biodiesel plant in  the  U.S.
and  our  conversion of sugar cane into ethanol in Argentina,  we
are  taking  a  conservative approach to fossil fuel alternatives
with  low  cost raw material stock, efficient energy  conversions
and proven technology.

Grain  prices  also  had a significant impact  on  our  Commodity
Trading  and Milling business.   We saw a 57 percent increase  in
sales  in  2007.   This  was a function of  higher  grain  prices
combined  with a 22 percent increase in unit volumes.   Operating
income  in 2007 was down from 2006, primarily because of our  use
of   mark-to-market  rather  than  hedge  accounting.     Looking
forward,  as grain prices reach all time highs and level  off  at
these  higher  levels,  the future is  uncertain  for  our  grain
processing  operations in lesser developed  countries.   Although
bread  and  other grain-based foods have become  staples  in  our
markets over the last 25 years, they are quickly becoming  luxury
items  within  our  consumer markets  as  product  prices  spiral
higher. This is unfortunate, as flour is oftentimes fortified and
vitamin  enriched and cannot be substituted with  similar  health
benefits  derived from local starch-based crops.    In  2008,  we
expect  higher volumes and sales through restructured  operations
in  several  milling locations and the acquisition of  a  trading
operation in Peru. In addition, we have entered the rice business
through   the   formation  of  a  trading  company   in   Geneva,
Switzerland, with expectations for rice milling assets to follow.
Although  there are plenty of challenges ahead for this division,
we  are  optimistic that our integrated structure, loyal customer
base  and  new-found  alliances will position  us  well  for  the
future.

Seaboard  Marine,  our  cargo  shipping  and  logistics  company,
continues  to  perform exceptionally well.   Despite  the  marked
increases  in  fuel and ship charter rates, Seaboard  Marine  has
successfully maintained margins and profitability.  By  expanding
its  service  and flexibility with additional ships, trade  lanes
and  ports  of  call,  Seaboard Marine  has  been  able  to  take
advantage  of  continuing strong economies  in  the  majority  of
countries it serves in Central and South America.  As we continue
our  multi-year program to upgrade our cargo carrying  equipment,
manage  our owned and chartered vessel fleet and invest  in  port
infrastructures, we expect to maintain our competitive  edge  and
enhance  our  quality  of service. Although  we  are  faced  with
external  challenges  such  as additional  security  demands  and
political  and  economic  disruptions in  certain  locations,  we
believe our innovative and customer oriented approach will ensure
our place as a leader in the industry.   Marine's success in 2008
will  depend,  in part, on how cost competitive  U.S.  goods  are
globally  and the political and economic stability  of  the  many
countries  we  serve  in  Central  and  South  America  and   the
Caribbean.

<PAGE> 2

Tabacal,  our  Argentinean  sugar  operation,  continued  to   do
reasonably  well  in 2007, despite significant  local  government
intervention.   In  an  effort to control  local  inflation,  the
government of Argentina continues to put in place price  controls
on most basic foodstuffs, including sugar.  Our volumes were also
down modestly due to prolonged below freezing temperatures during
the growing season.  During 2007, we expanded our acreage base in
line with the expansion of our milling capacity.  This additional
capacity  will  be used primarily to produce ethanol  instead  of
refined  sugar.  When we reach full production in 2009,  we  will
triple  our  production of ethanol to approximately 48,000  cubic
meters.  This  project  is  part of  our  program  to  enter  the
alternative  fuels market with a low cost alternative  to  grain-
based renewable fuel.

As  a  company accustomed to the volatility and radical movements
in   commodity  type  businesses,  we  know  the  importance   of
maintaining a strong and liquid balance sheet, particularly  with
the  current  fragility  in the capital and  credit  markets.  We
expect  the  markets  for  agricultural commodities,  energy  and
freight  to  remain  turbulent in 2008, and we  view  this  as  a
potential  opportunity which our strong balance sheet will  allow
us  to  capitalize  upon.  We will continue to seek  avenues  for
expansion  in  our  existing businesses through internal  growth,
strategic  alliances and outright acquisitions  as  opportunities
arise.   Although competition from hedge funds and private equity
remains a factor, there is a greater degree of caution and a more
disciplined approach in the equity markets, which should give  us
better access and more affordable growth strategies.

With unsettled world markets and an uncertain economic outlook in
the U.S. and around the world, we are thankful to be in basic and
essential   businesses  which  are  somewhat   recession   proof.
Maintaining  a  steady and consistent approach  in  business  and
reinforcing our cultural values help to keep us on an even  keel.
As  always, we are deeply appreciative of the people at  Seaboard
who  have helped build this company into a world class competitor
with  an  enviable reputation. You are all a part of  this  great
Company, and I thank you for your contribution to our success.

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

<PAGE> 3

Pork Division

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

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

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

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

Beginning in 2008, Seaboard will begin production of biodiesel at
a  new  facility  being  constructed in  Guymon,  Oklahoma.   The
biodiesel will be sold to a third party and will be produced from
third  party  animal  fat, vegetable oil, and/or  pork  fat  from
Seaboard's Guymon pork processing plant.

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

Seaboard's  vertically integrated system  provides  a  number  of
strategic advantages relative to other companies in the industry.
These  advantages, which result largely from significant  control
of the production and processing chain, allow Seaboard to produce
high  quality,  safe products.  The consistency  and  quality  of
Seaboard pork have allowed Seaboard to become one of the  leading
exporters  of pork products from the United States to  Japan  and
other foreign markets.

Commodity Trading & Milling Division

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

The   division  sources,  transports  and  markets  approximately
3.5  million tons annually of wheat, corn, soybean meal and other
related commodities to the food and animal feed industries.   The
division  strives  to  provide  an efficient  supply  of  quality
products  and  reliable  services  to  industrial  customers   in
selected  markets.  Seaboard integrates the service of delivering
commodities to its customers primarily through the use of company
owned and chartered bulk carriers.

Seaboard's  Commodity Trading and Milling Division has  locations
in  18 countries. The commodity trading business operates through
six  offices in five countries and one non-consolidated affiliate
location  in  South  America.   The grain  processing  businesses
operate  through 26 locations in 14 countries consisting  of  six
consolidated  and  eight non-consolidated affiliates  in  Africa,
South  America,  and  the  Caribbean.  These  businesses  produce
approximately  one  and a half million metric  tons  of  finished
product per year.

<PAGE> 4

Marine Division

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

Seaboard's marine fleet consists of 12 owned and approximately 27
chartered   vessels,  as  well  as  approximately   48,000   dry,
refrigerated  and  specialized containers and  units  of  related
equipment.   Within its service lanes, Seaboard  is  one  of  the
largest shippers in terms of cargo volume to and from the Port of
Miami.   Seaboard Marine provides direct service to 25 countries.
Seaboard  also provides extended service from our domestic  ports
of  call  to  and  from multiple foreign destinations  through  a
network of connecting carrier agreements with major regional  and
global carriers.

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

Other Divisions

Seaboard's  other  businesses  consist  largely  of  food-related
businesses and electric power generation.

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

Seaboard  owns two floating electric power generating  facilities
consisting of a system of diesel engines mounted on barges with a
combined rated capacity of approximately 112 megawatts.  Seaboard
operates   as  an  independent  power  producer  which  generates
electricity into the local power grid.  Seaboard is not  directly
involved  in the transmission or distribution of electricity  but
does  have  contracts  to sell directly  to  third  party  users.
Electricity  is  sold under contract to certain large  commercial
users, a short-term contract with a government-owned distribution
company  and on the spot market that is accessed by three  wholly
or  partially government-owned distribution companies and limited
others.

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

<PAGE> 5

                      Principal Locations


Corporate Office

Seaboard Corporation         Minoterie du Congo, S.A.    Seaboard de Colombia,
 Shawnee Mission, Kansas      Republic of Congo           S.A.
                                                           Colombia
Pork                         Mobeira, SARL
                              Mozambique                 Seaboard de Nicaragua,
Seaboard Foods LP                                          S.A.
Pork Division Office         Molinos del Ecuador, C.A.*     Nicaragua
 Shawnee Mission, Kansas      Ecuador
                                                         Seaboard del Peru,
Processing Plant             National Milling Company     S.A.
 Guymon, Oklahoma             of Guyana, Inc.              Peru
                               Guyana
Live Production Operation                                Seaboard Freight &
 Offices                     National Milling Corporation  Shipping Jamaica
 Julesburg, Colorado          Limited                      Limited
 Hugoton, Kansas               Zambia                       Jamaica
 Leoti, Kansas
 Liberal, Kansas             Rafael del Castillo & Cia.  Seaboard Honduras,
 Rolla, Kansas                S.A.*                       S. de R.L. de C.V.
 Guymon, Oklahoma              Colombia                    Honduras
 Hennessey, Oklahoma
 Optima, Oklahoma            Seaboard West Africa        Seaboard Marine
                              Limited                     Bahamas Ltd.
Processed Meats                Sierra Leone                Bahamas
 Salt Lake City, Utah
 Missoula, Montana           Unga Holding Limited*       Seaboard Marine
                              Kenya and Uganda            (Trinidad) Ltd.
High Plains Bioenergy, LLC                                 Trinidad
 Guymon, Oklahoma            Marine
                                                         Seaboard Marine of
                             Seaboard Marine Ltd.         Haiti, S.E.
Commodity Trading & Milling   Marine Division Office       Haiti
                               Miami, Florida
                                                         SEADOM, S.A.
Commodity Trading Operations  Port Operations             Dominican Republic
 Bermuda                       Fernandina Beach, Florida
 Colombia                      Houston, Texas            SeaMaritima S.A.
 Ecuador                       Miami, Florida             de C.V.
 Peru*                         New Orleans, Louisiana      Mexico
 South Africa                  Philoadelphia, Pennsylvania
 Switzerland
                             Agencias Generales          Sugar and Citrus
Les Moulins d'Haiti S.E.M.*   Conaven, C.A.
 Haiti                         Venezuela                  Ingenio y Refineria
                                                          San Martin del
Les Moulins de Madagascar,   Agencia Maritima del         Tabacal SRL
 S.A.R.L.                     Istmo, S.A.                  Argentina
  Madagascar                   Costa Rica
                                                         Power
Lesotho Flour Mills Limited* Cayman Freight Shipping
 Lesotho                      Services, Ltd.             Transcontinental
                               Cayman Islands              Capital Corp.
Life Flour Mill Ltd.*                                     (Bermuda) Ltd.
Top Feeds Limited*           JacintoPort International LP   Dominican Republic
 Nigeria                      Houston, Texas

Minoterie de Matadi,         Representaciones Maritimas y
 S.A.R.L.*                    Aereas, S.A.
  Democratic Republic of       Guatemala                  Other
  Congo
                             Sea Cargo, S.A.             Mount Dora Farms de
                              Panama                      Honduras, S.R.L.
                                                           Honduras

                                                         Mount Dora Farms Inc.
                                                          Houston, Texas

*Represents a non-controlled, non-consolidated affiliate

<PAGE> 6

                      Summary of Selected Financial Data


                                      Years ended December 31,

(Thousands of dollars except per share amounts)

                         2007       2006       2005       2004       2003

Net sales            $3,213,301 $2,707,397 $2,688,894 $2,683,980 $1,981,340

Operating income     $  169,915 $  296,995 $  320,045 $  251,254 $   68,786

Net earnings         $  181,332 $  258,689 $  266,662 $  168,096 $   31,842

Basic earnings per
 common share        $   144.15 $   205.09 $   212.20 $   133.94 $    25.37

Diluted earnings per
 common share        $   144.15 $   205.09 $   211.94 $   133.94 $    25.37

Total assets         $2,093,699 $1,961,433 $1,816,321 $1,436,694 $1,325,691

Long-term debt,
 less current
 maturities          $  125,532 $  137,817 $  201,063 $  262,555 $  321,555

Stockholders' equity $1,354,228 $1,203,307 $  977,870 $  692,682 $  520,565

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

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

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

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

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

During  the  fourth  quarter of 2003, Seaboard  sold  its  equity
investment  in  Fjord Seafood ASA (Fjord), an  integrated  salmon
producer  and  processor headquartered in Norway,  recognizing  a
gain  of  $18,036,000  or $14.37 per share.   The  gain  was  not
subject  to  tax.  During 2003, Seaboard recorded  its  share  of
losses  related to its investment in Fjord totaling  $15,546,000,
or  $12.38  per share including $12,421,000 for asset  impairment
charges.   Seaboard's  share of losses  from  Fjord  during  2002
totaled $10,158,000, or $7.06 per share.

Also during 2003, Seaboard adopted SFAS No. 143, "Accounting  for
Asset  Retirement  Obligations," Financial  Accounting  Standards
Board    Interpretation   No.   46,   revised   December    2003,
"Consolidation  of Variable Interest Entities," and  changed  its
method  of  accounting for costs associated  with  the  regularly
scheduled drydocking of vessels from the accrue-in-advance method
to  the  direct-expense method.  As a result  of  these  changes,
Seaboard   recorded  a  net  cumulative  effect  of  changes   in
accounting principles of $2,868,000, or $2.29 per share.

<PAGE> 7

                  Company Performance Graph

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

The  following  graph shows a five-year comparison of  cumulative
total  return  for Seaboard, the American Stock  Exchange  Market
Value  Index and the companies comprising the Dow Jones Food  and
Marine   Transportation  Industry  indices  weighted  by   market
capitalization    for   the   five   fiscal   years    commencing
December 31, 2002, and ending December 31, 2007.  The information
presented in the performance graph is historical in nature and is
not intended to represent or guarantee future returns.


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

              The graph depicts data points below.

*$100 invested on 12/31/02 in stock or index-including
 reinvestment of dividends.  Fiscal year ending December 31.


The comparison of cumulative total returns presented in the above
graph was plotted using the following index values and common
stock price values:

                       12/31/02  12/31/03  12/31/04  12/31/05 12/31/06 12/31/07
  Seaboard Corporation $100.00   $118.03   $420.27   $637.70  $746.44  $622.63
  AMEX Market Value
   (U.S. & Foreign)    $100.00   $143.18   $175.20   $215.26  $257.04  $299.37
  Peer Group           $100.00   $110.15   $133.46   $128.32  $154.02  $163.46

<PAGE> 8

                       Quarterly Financial Date (unaudited)



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

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

2007

Net sales                  $ 729,148 $ 742,219 $ 801,328 $ 940,606 $3,213,301

Operating income           $  56,818 $  34,462 $  49,601 $  29,034 $  169,915

Net earnings               $  49,355 $  42,657 $  52,572 $  36,748 $  181,332

Earnings per common share  $   39.13 $   33.82 $   41.75 $   29.40 $   144.15

Dividends per common share $    0.75 $    0.75 $    0.75 $    0.75 $     3.00

Market price range per common share:

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

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

2006

Net sales                  $ 635,573 $ 688,937 $ 678,382 $ 704,505 $2,707,397

Operating income           $  60,857 $  78,068 $  75,668 $  82,402 $  296,995

Net earnings               $  51,540 $  69,190 $  61,189 $  76,770 $  258,689

Earnings per common share  $   40.86 $   54.85 $   48.51 $   60.86 $   205.09

Dividends per common share $    0.75 $    0.75 $    0.75 $    0.75 $     3.00

Market price range per common share:

                  High     $1,594.00 $1,721.00 $1,460.00 $1,798.00

                  Low      $1,223.00 $1,259.00 $1,140.00 $1,197.00

During   the   third  and  fourth  quarters  of  2007,   Seaboard
repurchased  8,643 and 8,446 shares, respectively, as  authorized
by   Seaboard's  Board  of  Directors.   See  Note  12   to   the
consolidated   financial  statements  for   further   discussion.

<PAGE> 9

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

OVERVIEW

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

Pork Segment

The  Pork  segment  is primarily a domestic  business  with  some
export  sales to Japan and other foreign markets.  Revenues  from
the  sale of pork products are primarily generated from a  single
hog  processing  plant  in Guymon, Oklahoma,  which  operates  at
double  shift  capacity and two bacon further  processing  plants
located in Salt Lake City, Utah and Missoula, Montana.  In  2007,
Seaboard  raised approximately 80% of the hogs processed  at  the
Guymon  plant  with  the  remaining  hog  requirements  purchased
primarily  under  contracts  from  independent  producers.   This
segment  is  Seaboard's  most  capital  intensive  segment   with
approximately 37% of consolidated assets, including approximately
64%  of  Seaboard's fixed assets and material dollar amounts  for
live hog inventories.

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

The  Pork  segment is constructing a processing plant to  produce
biodiesel  to  be sold to a third party, which will  be  produced
from  third party animal fat, vegetable oil and/or pork fat  from
Seaboard's Guymon pork processing plant.  This plant is  expected
to  be completed in the first quarter of 2008.  During 2007,  the
Pork  segment constructed additional hog finishing space to allow
hogs more time to reach the desired weight for processing at  the
Guymon plant.  Additional hog finishing space is currently  under
construction  and is expected to be completed  in  2008.   During
2008,  modifications  will be made to the Guymon  hog  processing
plant  that will increase daily double shift processing  capacity
from approximately 16,800 hogs to 18,500 hogs.  In addition,  the
Pork  segment previously announced plans to expand its  processed
meats  capabilities by constructing a separate further processing
plant,  primarily for bacon.  Construction of this  facility  was
anticipated  to  begin in the second half of  2007;  however  the
timing of this facility has been delayed.  Also, alternatives  to
construction  may  be  considered  for  this  project   including
acquisition  of  an  existing  facility.   As  the  Guymon  plant
operates  at  capacity, to improve operating income  Seaboard  is
constantly working towards improving the efficiencies of the Pork
operations  as  well as considering ways to increase  margins  by
expanding product offerings.

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

<PAGE> 10

Commodity Trading and Milling Segment

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

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

Since  selling  some  components of  its  third  party  commodity
trading operations in 2005, Seaboard re-established its commodity
trading  business in markets associated with the sale.   Seaboard
concentrates  on the supply of raw materials to its core  milling
operations  and  to third party commodity trades  in  support  of
these   milling   operations.    Seaboard   continues   to   seek
opportunities  in  trading and milling  businesses  in  order  to
achieve greater scale, volumes and profitability.

Marine Segment

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

Seaboard's marine business operates in many foreign countries and
can  experience  significant fluctuations as a  result  of  local
economic or political instability.  In prior years, when  certain
countries  have experienced such instability, Seaboard's  volumes
and operating profits have been significantly impacted.

In  recent years, Seaboard has been able to increase cargo  rates
in  most  markets,  which has helped offset higher  charter  hire
rates  and fuel costs. Assuming this segment continues to  expand
its cargo volumes, needs for vessels, cargo carrying and handling
equipment  will  continue to increase over  the  next  couple  of
years.  Seaboard continues to explore ways to increase volumes on
existing routes while seeking opportunities to broaden its  route
structure in the region.

Sugar and Citrus Segment

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

The  functional currency of the Sugar and Citrus segment  is  the
Argentine  peso.   The currency exchange rate can  also  have  an
impact  on reported U.S. dollar sales, operating income and  cash
flows.   Financing needs for the

<PAGE> 11

foreseeable future  will  remain high  for  this  operation  as a
result of ongoing expansion of sugar  and alcohol production, and
planned   construction  of  a  40  megawatt  cogeneration   plant
beginning in 2008, along  with the  payment  of  debt.   Seaboard
continues to explore  ways  to  improve and  expand its  existing
operations while considering other alternatives  to  expand  this
segment.

Power Segment

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

At  times during early 2007 and throughout 2006, Seaboard's power
production  was restricted by the regulatory authorities  in  the
Dominican  Republic.   The regulatory body  schedules  production
based  on  the  amount of funds available to pay  for  the  power
produced and the relative costs of the power produced.   Fuel  is
the  largest  cost component but increases in fuel  prices  to  a
certain  extent have generally been passed through to  customers.
In   addition,   Seaboard   is  pursuing  additional   investment
opportunities in the power industry.

LIQUIDITY AND CAPITAL RESOURCES

Summary of Sources and Uses of Cash

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

Cash and short-term investments as of December 31, 2006 increased
$97.7  million from December 31, 2005 primarily reflecting $283.8
million  of  cash generated from operations partially  offset  by
capital  expenditures  of  $85.9  million,  reductions  in  notes
payable to banks of $30.0 million and scheduled payments of long-
term  debt of $61.2 million.  Cash from operating activities  for
2006   decreased  $47.4  million  compared  to  2005,   primarily
reflecting  increases in working capital needs in  the  Commodity
Trading  and  Milling segment resulting from re-establishing  its
commodity trading operations in markets along with the timing  of
normal  transactions  for trade payables and voyage  settlements,
and decreased earnings for the Pork segment.

Capital Expenditures, Acquisitions and Other Investing Activities

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

<PAGE> 12

The  Pork  segment is constructing a processing plant to  produce
biodiesel  to  be sold to a third party, which will  be  produced
from  third  party animal fat and vegetable oil and/or  pork  fat
from  Seaboard's  Guymon pork processing plant.   This  plant  is
expected to be completed in the first quarter of 2008 at a  total
cost  of  $42.0 million with approximately $4.0 million remaining
to  be spent.  Since 2006, the Pork segment has been constructing
additional hog finishing space to allow hogs more time  to  reach
the  desired weight for processing at the Guymon pork  processing
plant.   The  remaining  construction  on  these  facilities   is
expected  to be completed during 2008 at an approximate  cost  of
$11.3  million  for a total of $35.6 million.  The  Pork  segment
previously   announced  plans  to  expand  its  processed   meats
capabilities by constructing a separate further processing plant,
primarily  for  bacon, at an approximate cost of  $45.0  million.
Construction  of this facility was anticipated to  begin  in  the
second half of 2007; however the timing of this facility has been
delayed.  In addition, other alternatives to construction may  be
considered  for  this  project including the  acquisition  of  an
existing facility.  As a result, capital expenditures during 2008
for this project, if any, have not been determined at this time.

The total 2008 capital expenditures budget is $155.5 million.  In
addition  to the projects detailed above, the Pork segment  plans
to  spend  an additional $22.6 million primarily for improvements
to   existing  hog  facilities,  upgrades  to  the  Guymon   pork
processing  plant  and additional facility upgrades  and  related
equipment.   Some  of the upgrades to the Guymon pork  processing
plant   will   increase   daily  double   shift   capacity   from
approximately 16,800 hogs to 18,500 hogs.  The Commodity  Trading
and  Milling  segment plans to spend $5.5 million  primarily  for
milling  facility  upgrades and related  equipment.   The  Marine
segment has budgeted $85.2 million primarily for additional cargo
carrying  and handling equipment, the potential purchase  of  two
containerized  cargo vessels and the expansion of  existing  port
facilities.   The Sugar and Citrus segment plans to  spend  $25.9
million  primarily for expansion of cane growing operations,  the
development  of  a  40 megawatt cogeneration plant,  and  various
improvements to the mill.  The balance of $1.0 million is planned
to  be  spent  in  all other businesses.  Management  anticipates
paying  for these capital expenditures from available  cash,  the
use  of  available short-term investments or Seaboard's available
borrowing  capacity.   As  of  December  31,  2007  Seaboard  had
commitments  of $39.0 million to spend on construction  projects,
purchase equipment, and make facility improvements.

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

During  2005  Seaboard invested $64.2 million in property,  plant
and  equipment, of which $8.1 million was expended  in  the  Pork
segment,  $13.8  million  in the Commodity  Trading  and  Milling
segment,  $30.0 million in the Marine segment, $11.2  million  in
the  Sugar  and Citrus segment and $1.1 million in the  remaining
businesses.  For the Commodity Trading and Milling segment, $10.3
million  was  spent  to  purchase a used  bulk  vessel  and  make
necessary improvements. For the Marine segment, $8.8 million  was
spent  to  purchase two previously chartered containerized  cargo
vessels  and  a crane, with the remaining expenditures  primarily
used  to  purchase  cargo carrying equipment. In  the  Sugar  and
Citrus segment, the capital expenditures were primarily used  for
mill  expansion, plantation development and harvesting equipment.
All  other capital expenditures were of a normal recurring nature
and  primarily included replacements of machinery and  equipment,
and general facility modernizations and upgrades.

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

<PAGE> 13

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

Seaboard is part of a consortium that has been awarded the  right
to  construct  two  coal-fired 305 megawatt  electric  generating
plants  in the Dominican Republic.  The amount of equity required
for the project is uncertain but Seaboard's 50% or less share  of
the  investment could range from $40.0 to $75.0 million depending
on  the  amount of financing obtained by the group and the timing
of  the  construction of the second plant.   The  timing  of  the
project  and  Seaboard's ultimate involvement has  not  yet  been
determined.  During the fourth quarter of 2006 Seaboard  invested
$4.6  million, plus $0.7 million previously placed in  escrow  in
2004  for  a total of $5.3 million, for a less than 20% ownership
interest  in  a  company  operating a  300  megawatt  electricity
generating facility in the Dominican Republic.

As  discussed in Note 2 to the Consolidated Financial Statements,
at the beginning of the third quarter of 2005, Seaboard completed
the  acquisition  of  a  bacon processing  company  (Daily's)  in
exchange  for  $44.5  million  in  cash,  plus  working   capital
adjustments  of  approximately  $3.1  million,  a  4.74%   equity
interest  in  Seaboard Foods LP (formerly Seaboard  Farms,  Inc.)
valued  at  $44.5 million, a put right associated with the  4.74%
interest  in  Seaboard Foods LP valued at $6.7 million  and  $0.4
million  of  acquisition costs incurred.  The  cash  payment  was
funded with proceeds from the sale of short-term investments.

As  discussed in Note 2 to the Consolidated Financial Statements,
effective  May 9, 2005 Seaboard's Commodity Trading  and  Milling
segment sold some components of its third party commodity trading
operations   for  $26.5  million.   During  2006,  Seaboard   re-
established its commodity trading business in markets  associated
with  the  sale  in 2005 of some components of  its  third  party
commodity trading operations.

Financing Activities, Debt and Related Covenants

The  following table represents a summary of Seaboard's available
borrowing  capacity  as of December 31, 2007.   At  December  31,
2007,  there  were no borrowings outstanding under the  committed
line  and  borrowings totaled $85.1 million under the uncommitted
lines  all  related to foreign subsidiaries.  Letters  of  credit
reduced  Seaboard's borrowing capacity under  its  committed  and
uncommitted  credit  lines  by $56.5 million  and  $9.8  million,
respectively, primarily representing $42.7 million for Seaboard's
outstanding  Industrial  Development  Revenue  Bonds  and   $13.7
million related to insurance coverages.

                                                       Total amount
(Thousands of dollars)                                  available

Long-term credit facilities - committed                   $100,000

Short-term uncommitted demand notes                        182,817

Total borrowing capacity                                   282,817

Amounts drawn against lines                                 85,088

Letters of credit reducing borrowing availability           66,310

Available borrowing capacity at December 31, 2007         $131,419

Seaboard  currently  has  capacity under  existing  covenants  to
undertake  additional  debt financings of approximately  $1,091.5
million.  As of December 31, 2007, Seaboard is in compliance with
all  restrictive  covenants relating to these arrangements.   See
Note 8 to the Consolidated Financial Statements for a summary  of
the  material  terms  of Seaboard's credit facilities,  including
financial ratios and covenants.

Scheduled  long-term debt maturities range from $2.1  million  to
$46.9  million per year, for a total of $60.9 million,  over  the
next   three  years.   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.
Management    does,   however,   periodically

<PAGE> 14

review various alternatives for   future  financings  to  provide
additional  liquidity   for  future  operating plans.  Management
intends to  continue  seeking  opportunities for expansion in the
industries  in  which   Seaboard  operates,   utilizing  existing
liquidity  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 $19.5 million  remained
available  at  December  31, 2007.   As  of  December  31,  2007,
Seaboard used cash to repurchase 17,089 shares of common stock at
a total price of $30.5 million, including commissions.  The stock
repurchase will be funded by cash on hand or available short-term
borrowing capacity.    Shares repurchased are retired and  resume
status  of  authorized and unissued shares.   The  Board's  stock
repurchase authorization does not obligate Seaboard to acquire  a
specific amount of common stock and the stock repurchase  program
may   be   modified  or  suspended  at  any  time  at  Seaboard's
discretion.

In the fourth quarter of 2005, Seaboard issued 6,313.34 shares to
its  parent  company, Seaboard Flour LLC, as a result  of  a  tax
benefit  of  $8.3  million.   See Note  12  to  the  Consolidated
Financial Statements for further discussion.

Contractual Obligations and Off-Balance-Sheet Arrangements

A  summary  of  Seaboard's contractual  cash  obligations  as  of
December 31, 2007 is as follows:

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

Vessel time and
 voyage-charter commitments     $   82,251 $ 68,596 $ 13,655 $      - $      -

Contract grower finishing
 agreements                        108,437   12,044   23,944   20,371   52,078

Other operating lease payments      32,042   11,256   10,652    6,869    3,265

Total lease obligations            222,730   91,896   48,251   27,240   55,343

Long-term debt                     137,444   11,912   49,000   34,023   42,509

Short-term notes payable            85,088   85,088        -        -        -

Other purchase commitments         870,933  554,122  251,959   64,852        -

Total contractual cash
 obligations and commitments    $1,316,195 $743,018 $349,210 $126,115 $ 97,852

The  Marine segment enters into contracts to time-charter vessels
for use in its operations.  To support the operations of the Pork
segment,  Seaboard  has contract grower finishing  agreements  in
place  with  farmers  to  raise  a  portion  of  Seaboard's  hogs
according to specifications.  Seaboard has entered into grain and
feed  ingredient  purchase contracts  to  support  the  live  hog
operations  of  the  Pork  segment and  has  contracted  for  the
purchase  of  additional hogs from third parties.  The  Commodity
Trading  and Milling segment also enters into commodity  purchase
contracts and ocean freight contracts, primarily to support sales
commitments.   Seaboard is also currently negotiating  to  extend
its  lease  for its port terminal operations in Miami,  which  is
scheduled  to expire on September 30, 2008.  See Note 11  to  the
Consolidated  Financial Statements for a further  discussion  and
for a more detailed listing of other purchase commitments.

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

<PAGE> 15

RESULTS OF OPERATIONS

Net  sales  for  the  year ended December 31, 2007  increased  to
$3,213.3  million  from $2,707.4 million  in  2006  and  $2,688.9
million  for  2005.   The  increase in  net  sales  in  2007  was
primarily the result of increased prices for commodities sold  by
the commodity trading business and, to a lesser extent, increased
commodity  trading volumes and higher volumes  for  marine  cargo
services.   The  increase in net sales in 2006 was primarily  the
result  of  higher  cargo volumes and higher  average  rates  for
marine cargo services and, to a lesser degree, the acquisition of
Daily's in July of 2005, higher sales volume and prices of sugar,
and  higher  sales volumes at certain African milling  locations.
Substantially offsetting the increase in 2006 was lower commodity
trading  volumes as the result of the sale of some components  of
Seaboard's third party commodity trading operations in May  2005,
and lower sales prices for pork products.

Operating  income decreased to $169.9 million in 2007, down  from
$297.0  million  in  2006 and $320.0 million in  2005.  The  2007
decrease  compared  to 2006 primarily reflects  the  higher  feed
costs  for hogs, including the effect on LIFO reserves, primarily
from  the  increased price of corn and, to a lesser  degree,  the
effect  of  the  mark-to-market of derivatives in  the  Commodity
Trading  and Milling segment, and the pension settlement loss  in
the  first  quarter  of  2007 as discussed  in  Note  10  of  the
Consolidated Financial Statements.  The 2006 decrease compared to
2005 primarily reflects the lower pork prices partially offset by
higher  cargo  volumes and higher average rates for marine  cargo
services and, to a lesser degree, higher sugar prices.

Pork Segment

(Dollars in millions)                 2007       2006       2005

Net sales                          $1,003.8   $1,002.7   $1,023.9
Operating income                   $   39.5   $  138.3   $  182.7

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

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

Management  is  unable to predict future market prices  for  pork
products  or  the cost of feed and third party hogs.   Since  the
last  half  of  2006, feed costs continue to rise  significantly,
primarily from the higher cost of corn as the demand for corn has
increased  due to, among other things, demand by ethanol  plants.
Also,  over  the past few years, market prices for pork  products
were  higher  than historic norms while recent  prices  for  pork
products  sold  have  declined.  As a result  of  current  market
conditions and unpredictable grain prices, management  is  unable
to  predict whether this segment will be profitable for 2008.  In
addition,  as  discussed in Note 2 to the Consolidated  Financial
Statements, depending on management's future plans for  expansion
of  Daily's, there is a possibility that either goodwill or other
intangible assets, or both, could be deemed impaired during  some
future  period  including fiscal 2008,  which  may  result  in  a
material charge to earnings.

Net  sales for the Pork segment decreased $21.2 million  for  the
year  ended  December 31, 2006 compared to 2005, primarily  as  a
result  of lower sales prices for pork products and, to a  lesser
extent,  decreased sales volumes of pork

<PAGE> 16

products.  Sales volumes  decreased  as a result of fewer weekend
production shifts in 2006 compared to 2005.  Partially offsetting
the decrease  was  sales  contributed  from  the  acquisition  of
Daily's  in  July 2005 as discussed in Note 2 to the Consolidated
Financial Statements.

Operating  income  decreased $44.4 million  for  the  year  ended
December  31, 2006 compared with 2005 primarily as  a  result  of
lower  prices  for  pork products.  This decrease  was  partially
offset  by  lower costs for third party hogs used for  processing
and  a  higher percentage of Seaboard-raised hogs processed which
cost less than third party hogs.  Also during 2006, Seaboard  was
able to partially offset market increases in the price of corn, a
primary  feed  ingredient  for hogs,  with  commodity  derivative
gains.

Commodity Trading and Milling Segment

(Dollars in millions)                 2007       2006       2005

Net sales                          $1,152.0   $  735.6   $  835.7
Operating income                   $   20.9   $   37.2   $   34.4
Income from foreign affiliates     $    5.2   $    6.3   $    8.1

Net sales for the Commodity Trading and Milling segment increased
$416.4  million for the year ended December 31, 2007 compared  to
2006.   The  increase  primarily reflects  increased  prices  for
commodities sold, especially for wheat, and, to a lesser  extent,
increased  commodity  trading volumes with  third  parties.   The
increased trading volumes to third parties are primarily a result
of  Seaboard expanding its business in new and existing  markets.
As  worldwide  commodity price fluctuations cannot be  predicted,
management is unable to predict the level of future sales.

Operating  income  for this segment decreased $16.3  million  for
2007  compared  to  2006.  This decrease primarily  reflects  the
fluctuation of $19.3 million in 2007 compared to 2006 of  marking
to market derivative contracts, as discussed below.  The decrease
was  also  the  result  of  lower margins  from  certain  milling
operations, especially in Zambia.  The lower margins  at  certain
milling  locations  are  the  result  of  less  favorable  market
conditions, primarily from competitive pressures and higher wheat
costs.   Partially  offsetting  these  decreases  were  increased
margins  on  sales  per  metric  ton  to  certain  foreign   non-
consolidated  affiliates and also increased  trading  volumes  to
third parties as discussed above.  Due to the uncertain political
and  economic  conditions  in  the countries  in  which  Seaboard
operates,  management  is  unable  to  predict  future  operating
results, but anticipates positive operating income for 2008 based
on current market prices for commodities, excluding the potential
effects of marking to market derivative contracts.

Had   Seaboard  not  applied  mark-to-market  accounting  to  its
derivative instruments, operating income for 2007 would have been
higher  by $13.2 million, whereas operating income for  2006  and
2005  would  have  been lower by $6.2 million and  $3.9  million,
respectively.   Included in the 2007 amount,  during  the  fourth
quarter  of  2007  this segment for the first time  entered  into
certain  forward  freight  agreements,  viewed  as  taking   long
positions in the freight market as well as covering certain short
freight sales, which may or may not result in actual losses  when
future trades are executed, resulting in a mark-to-market loss of
$5.6  million as of December 31, 2007.  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 commodity 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  should  be primarily offset by realized  margins  as
revenue is recognized.

Income  from  foreign affiliates for the year ended December  31,
2007  decreased  $1.1  million from 2006  as  a  result  of  less
favorable  market conditions primarily from competitive pressures
and  higher  wheat  costs.   Based on the  uncertainty  of  local
political  and economic situations in the countries in which  the
flour  and  feed  mills  operate,  and  increasing  grain  costs,
management cannot predict future results.

<PAGE> 17

Net sales for the Commodity Trading and Milling segment decreased
$100.1  million for the year ended December 31, 2006 compared  to
2005.    The  decrease  primarily  reflects  the  sale  of   some
components of Seaboard's third party commodity trading operations
in  May 2005. Partially offsetting the decrease was Seaboard  re-
establishing   its  commodity  trading  operations   in   markets
associated  with  the  sale discussed above and  increased  sales
volumes  at  certain African milling operations  primarily  as  a
result of expanding existing businesses.

Operating income for this segment increased $2.8 million for 2006
compared  to 2005.  This increase primarily reflects the positive
fluctuation of $2.3 million in 2006 compared to 2005  of  marking
to  market  derivative  contracts,  as  discussed  above.     The
increase was also the result of improved income from higher sales
volume at certain African milling operations as noted above.  The
increase  was  partially offset by the lower sales  volume  as  a
result of the sale discussed above.

Income  from  foreign affiliates for the year ended December  31,
2006  decreased  $1.8 million from 2005.  The decrease  primarily
reflects  better local operating conditions in 2005  compared  to
2006 for certain African affiliates.

Marine Segment

(Dollars in millions)                 2007       2006       2005

Net sales                          $  822.2   $  741.6   $  638.3
Operating income                   $  104.2   $  106.0   $   90.9

Net  sales for the Marine segment increased $80.6 million for the
year   ended  December  31,  2007,  compared  to  2006  primarily
reflecting higher cargo volumes.  Cargo volumes were higher as  a
result of continued favorable economic conditions in most markets
served and the expansion of services provided in certain markets.
Cargo  rates  overall remained relatively flat  as  a  result  of
increased competition.

Operating income for the Marine segment decreased by $1.8 million
over  2006.  The decrease was primarily the result of higher  dry
dock  expenses and increased fuel costs for vessels on a per unit
shipped  basis more than offsetting the increase in higher  cargo
volumes  discussed  above.   Although management  cannot  predict
changes  in  future  volumes and cargo rates or  to  what  extent
changes  in  competition and economic conditions will impact  net
sales  or operating income, it does expect this segment to remain
profitable in 2008, although lower than 2007.

Net sales for the Marine segment increased $103.3 million for the
year  ended  December 31, 2006, compared to 2005 as a  result  of
higher  cargo  volumes in most markets and higher  average  cargo
rates  in certain markets.  Cargo volumes were higher as a result
of  favorable economic conditions in most markets served.   Cargo
rates  were  higher as a result of general rate increases  across
many  markets  and  higher  cost-recovery  surcharges  for  fuel.
Operating  income  for  the  Marine segment  increased  by  $15.1
million  over 2005, primarily reflecting the increased rates  and
volumes  discussed  above, partially offset by  higher  costs  of
fuel,  inland  transportation costs, charter  hire,  and  selling
expenses.

Sugar and Citrus Segment

(Dollars in millions)                  2007      2006       2005

Net sales                          $   125.9  $  123.4   $   89.0
Operating income                   $    15.5  $   19.2   $   11.9
Income (loss) from foreign
 affiliates                        $     0.4  $   (1.1)  $    0.1

Net sales for the Sugar and Citrus segment increased $2.5 million
for  the  year  ended December 31, 2007 compared  to  2006.   The
increase primarily reflects higher citrus sales partially  offset
by  lower  sugar  sales.  Citrus sales increased primarily  as  a
result  of  higher sales volume from larger purchases  of  citrus
from  third parties for resale during the fourth quarter of  2007
compared to 2006.  Sugar sales decreased primarily as a result of
lower  sales  volume  partially offset by higher  domestic  sugar
prices.   Sales  volumes decreased primarily  from  lower  export
sales  as the result of lower sales of purchased sugar from third
parties   for   resale.   Although  domestic   Argentine   prices
increased,  governmental  authorities  continue  to  attempt   to
control  inflation  by limiting the price of  basic  commodities,
including sugar.  Accordingly, management cannot predict  whether
sugar prices will continue to increase for 2008.

<PAGE> 18

Operating  income decreased $3.7 million during 2007 compared  to
2006  primarily  as a result of higher overall  sugar  production
costs  in excess of domestic price increases, as discussed above,
and  also an increase in administrative expenses, primarily  from
higher  personnel  costs.  Management expects positive  operating
income in this segment for 2008.

Net  sales  for  the  Sugar  and Citrus segment  increased  $34.4
million  for the year ended December 31, 2006 compared  to  2005.
The  increase primarily reflects overall higher sales  volume  of
sugar  from  increased purchases of sugar from third parties  for
resale  and  overall higher sugar prices, especially  for  export
sales.   Operating  income  increased $7.3  million  during  2006
compared  to  2005 primarily as a result of higher  sugar  prices
discussed above.  The higher sales volume of purchased sugar  did
not  significantly increase operating income as additional income
was primarily offset by increased selling costs.  The increase is
also  the result of, but to a lesser extent, decreased losses  in
the  citrus operations as a result of improved prices for  citrus
products sold.

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

Power Segment

(Dollars in millions)                2007       2006        2005

Net sales                          $  94.0    $  87.8    $   77.7
Operating income                   $   5.4    $   8.5    $    9.6

Net  sales for the Power segment increased $6.2 million  for  the
year   ended  December  31,  2007  compared  to  2006   primarily
reflecting  higher  rates.  The higher  rates  were  attributable
primarily to higher fuel costs, a component of pricing.  For  the
year,  2007 power production levels were relatively flat compared
to  2006.  At  times  during  early  2007  and  throughout  2006,
Seaboard's  power  production was restricted  by  the  regulatory
authorities  in the Dominican Republic (DR).  The  DR  regulatory
body  schedules production based on the amount of funds available
to pay for the power produced and the relative costs of the power
produced.

Operating  income decreased $3.1 million during 2007 compared  to
2006.   The  decrease  was  primarily the  result  of  fuel  cost
increases  being  higher  than the increase  in  rates  discussed
above.   The  decrease was also the result of, but  to  a  lesser
extent,  lower recovery of bad debts during 2007 than 2006  which
resulted  in  a  reversal  of bad debt  expense  for  each  year.
Management  cannot predict future fuel costs  or  the  extent  to
which  the  regulatory authority will restrict Seaboard's  future
production of power, although management expects this segment  to
remain profitable for 2008.

Net  sales for the Power segment increased $10.1 million for  the
year   ended  December  31,  2006  compared  to  2005   primarily
reflecting   higher  rates  partially  offset  by   lower   power
production  levels.  Rates increased during 2006 primarily  as  a
result  of higher fuel costs, a component of pricing.   At  times
during  2006, Seaboard's power production was restricted  by  the
regulatory  authorities  in  the  Dominican  Republic   (DR)   as
discussed above.  Operating income decreased $1.1 million  during
2006 compared to 2005.  The decrease was primarily the result  of
lower  production levels while fuel costs, transmission and other
regulatory  fees  charged to Seaboard increased more  than  rates
increased.

All Other Segments

(Dollars in millions)                2007       2006        2005

Net sales                          $  15.4    $  16.4    $   24.4
Operating income                   $   0.6    $   1.5    $    2.6
Loss  from  foreign affiliate      $  (1.7)   $  (1.2)   $   (7.9)

Net  sales  and operating income decreased for 2007  compared  to
2006  due to decreased volumes and increased production costs  in
the  jalapeno  pepper operations.  For 2008,  management  expects
operating income for All Other Segments to remain positive.

<PAGE> 19

Net  sales  and operating income decreased for 2006  compared  to
2005  primarily  as  a  result  of  discontinuing  a  portion  of
Seaboard's transportation business during the second half of 2005
and combining the remaining related party portion of the business
with  the  Pork segment.  Operating income also decreased  during
2006  as  a  result  of  increased transportation  costs  in  the
jalapeno pepper operations.

The  loss  from  foreign affiliate reflects Seaboard's  share  of
losses  from  its  equity method investment in a  Bulgarian  wine
business (the Business).  In 2007 and 2006, Seaboard recorded 50%
of  the  losses from the Business compared to 100%  in  2005.  No
additional  losses in future years will be incurred  as  Seaboard
has  discontinued using the equity method of accounting for  this
investment  and there is no remaining book value as  of  December
31,  2007.   See Note 5 to the Consolidated Financial  Statements
for further discussion.

Selling, General and Administrative Expenses

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

SG&A  expenses for the year ended December 31, 2006 increased  by
$18.0  million  over 2005 to $157.2 million.   This  increase  is
primarily  due  to  increases in the  Marine  segment  reflecting
increased  costs related to the volume growth of  this  business,
the  acquisition of Daily's in the Pork segment and, to a  lesser
extent,  additional selling costs related to higher sales  volume
in  the  Sugar and Citrus segment.  As a percentage of  revenues,
SG&A  increased  to  5.8%  for 2006 compared  to  5.2%  for  2005
primarily  as  a  result  of  the  sale  of  some  components  of
Seaboard's third party commodity trading operations in  May  2005
discussed above.

Interest Expense

Interest  expense  totaled  $12.6  million,  $18.8  million   and
$22.2  million  for the years ended December 31, 2007,  2006  and
2005, respectively.  Interest expense decreased for 2007 compared
to 2006, reflecting a lower average level of long-term borrowings
outstanding during 2007 and lower average interest rates on short-
term borrowings.  Interest expense decreased for 2006 compared to
2005,  primarily reflecting a lower average level  of  short-term
and long-term borrowings outstanding during 2006.

Interest Income

Interest   income  totaled  $18.9  million,  $25.3  million   and
$14.2  million  for the years ended December 31, 2007,  2006  and
2005,  respectively.  The decrease for 2007 primarily reflects  a
decrease  in interest received on outstanding customer receivable
balances in the Power segment, partially offset by an increase in
average  funds  invested  and  higher  interest  rates  on  funds
invested.   The increase for 2006 primarily reflects  the  higher
level  of  average  funds invested during 2006,  an  increase  in
interest received on outstanding customer receivable balances  in
the  Power segment and, to a lesser extent, higher interest rates
on funds invested.

Minority and Other Noncontrolling Interests

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

Foreign Currency Gains (Losses)

Foreign  currency  gains  (losses)  totaled  $0.1  million,  $1.2
million and $(1.0) million for the years ended December 31, 2007,
2006  and  2005, respectively.  As discussed in  Note  5  to  the
consolidated financial statements, during the fourth  quarter  of
2007  Seaboard recognized $1.3 million in foreign currency  gains
related  to discontinuing the equity method of accounting related
to  its  investment in a Bulgarian wine business.  The  remaining
fluctuations  for  2007  compared to 2006  primarily  relates  to
currency  fluctuations  in  certain  African  operations  of  the
Commodity Trading and Milling segment.  The fluctuations for 2006
compared to 2005 primarily relate to changes in the value of  the
Dominican Republic (DR) peso compared to the U.S. dollar incurred
by the Power division related to its peso-denominated net

<PAGE> 20

assets, primarily trade receivables. Seaboard operates  in   many
developing  countries throughout the world.   The  political  and
economic conditions of these markets, along with fluctuations  in
the  value  of  the  U.S.  dollar, cause volatility  in  currency
exchange  rates  which  expose Seaboard  to  fluctuating  foreign
currency gains and losses which cannot be predicted by Seaboard.

Loss from the Sale of a Portion of Operations

As  discussed in Note 2 to the Consolidated Financial Statements,
Seaboard  sold  some  components of  its  third  party  commodity
trading  operations in May 2005.  Because Seaboard does  not  use
hedge   accounting   for  its  commodity  and  foreign   exchange
agreements, gains of $2.2 million from the mark-to-market of  the
sold  derivative instruments were recorded in cost of sales prior
to  the date of the sale while the change in value of the related
firm  sales commitment was not, resulting in a loss on  the  sale
from this transaction totaling $1.7 million.

Other Investment Income, Net

Other  investment income, net totaled $6.1 million, $4.4  million
and  $2.0 million for the years ended December 31, 2007, 2006 and
2005,  respectively.   The increase for  2007  compared  to  2006
primarily reflects a gain recognized by the Power segment for the
settlement  of  a  receivable,  not  related  to  its   business,
purchased  at  a  discount.   The  increase  for  2006  primarily
reflects  the  gain  realized  on  a  sale  of  domestic   equity
securities.

Miscellaneous, Net

Miscellaneous,  net  totaled  $5.2  million,  $10.2  million  and
$5.7  million  for the years ended December 31,  2007,  2006  and
2005,  respectively.  During the second quarter of 2007, Seaboard
recognized  a  gain  of $4.1 million from a favorable  settlement
received  in  June  2007  related  to  a  land  expropriation  in
Argentina.   This  land settlement was recorded as  miscellaneous
income  since  the  land  was expropriated  prior  to  Seaboard's
purchase of the sugar and citrus business, thus never a  part  of
the  sugar and citrus operations recorded by Seaboard.  For  2006
and  2005,  miscellaneous, net included the  impact  of  changing
interest  rates  on  interest rate swap agreements.   During  the
second  quarter  of 2006, Seaboard terminated all  interest  rate
exchange  agreements by making a payment in the  amount  of  $1.0
million  to unwind these swaps.  Seaboard paid a weighted average
fixed rate of 5.51% on the notional amount of $150.0 million  and
received  a  variable interest rate in return before termination.
These  contracts  were marked-to-market.  During  2006,  Seaboard
recorded  a  gain  of $3.4 million compared to  a  gain  of  $3.0
million   in  2005,  related  to  these  swaps,  reflecting   the
difference between the contracted fixed rate compared to variable
rates  during those years.  These swap agreements did not qualify
as hedges for accounting purposes and accordingly, changes in the
market  value were recorded to earnings as interest rates change.
See   Note  9  to  the  Consolidated  Financial  Statements   for
additional discussion.  Also included in 2006 and 2005 is  income
of  $5.4  million and $1.3 million, respectively, of  put  option
value change as discussed in Note 2 to the Consolidated Financial
Statements

Income Tax Expense

The  effective  tax  rate decreased for  2007  compared  to  2006
primarily  from  lower  domestic taxable income  resulting  in  a
higher   percentage  of  permanently  deferred  foreign  earnings
compared  to domestic taxable income and, to a lesser  extent,  a
change  in  valuation allowances resulting in a  net  benefit  in
2007.  The effective tax rate increased for 2006 compared to 2005
primarily  reflecting favorable tax settlements in  2005.   Also,
during  the  second  quarter of 2006, Seaboard  recorded  a  $2.8
million  tax  benefit related to a settlement with  the  Internal
Revenue  Service.   See  Note  7 to  the  Consolidated  Financial
Statements for additional discussion of these items.

OTHER FINANCIAL INFORMATION

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

In  September  2006,  the  Financial Accounting  Standards  Board
(FASB) issued Statement of Financial Accounting Standards No. 157
(SFAS   157),   "Fair   Value  Measurements."    This   statement
establishes a single authoritative definition of fair value  when
accounting  rules  require the use of  fair  value,  sets  out  a
framework  for  measuring  fair value,  and  requires  additional
disclosures  about  fair value measurements.   Seaboard  will  be
required to adopt this

<PAGE> 21

statement as of January 1, 2008.  However,  in February 2008, the
FASB issued FASB Staff Position 157-2 which  defers the effective
date  of  SFAS  157  for  nonfinancial  assets  and  nonfinancial
liabilities, except for items that are recognized or disclosed at
fair value in an entity's financial  statements  on  a  recurring
basis (at least annually).  Seaboard will be  required  to  adopt
SFAS   157  for  these   nonfinancial  assets   and  nonfinancial
liabilities  as  of  January 1, 2009.   Management  believes  the
adoption  of  SFAS  157  will  not  have  a  material  impact  on
Seaboard's financial position or net earnings.

In   February  2007,  the  FASB  issued  Statement  of  Financial
Accounting  Standards No. 159 (SFAS 159), "The Fair Value  Option
for  Financial Assets and Financial Liabilities."  This statement
provides  companies  with an option to report selected  financial
assets  and liabilities at fair value.  Seaboard will be required
to  adopt  this  statement  as of January  1,  2008.   Management
believes the adoption of SFAS 159 will not have a material impact
on Seaboard's financial position or net earnings.

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

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

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

CRITICAL ACCOUNTING ESTIMATES

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

Allowance  for  doubtful  accounts - Seaboard  primarily  uses  a
specific  identification approach, in management's best judgment,
to   evaluate   the  adequacy  of  this  reserve  for   estimated
uncollectible  receivables as of the consolidated  balance  sheet
date.   Changes  in estimates, developing trends  and  other  new
information  can  have a material effect on  future  evaluations.
Furthermore, Seaboard's receivables are heavily weighted  towards
foreign    receivables    ($273.7    million    or    71.2%    at
December  31,  2007),  including  receivables  due  from  foreign
affiliates  ($90.0 million at December 31, 2007) and  receivables
in  the  Power  segment,  which generally  represent  more  of  a
collection  risk than its domestic receivables.  Receivables  due
from  foreign  affiliates are generally associated with  entities
located  in  foreign  countries  considered  underdeveloped,   as
discussed  below, which can experience conditions causing  sudden
changes  to their ability to repay such receivables on  a  timely
basis  or in full.  For the Power segment which operates  in  the
Dominican  Republic (DR), collection patterns have been  sporadic
and  are sometimes based upon negotiated settlements for past due
receivables resulting in material revisions to the allowance  for
doubtful  accounts  from  year to year.   Future  collections  of
receivables or lack thereof could result in a material charge  or
credit  to earnings depending on the ultimate resolution of  each
individual  customer past due receivable.  Bad debt  expense  for
the  years  ended  December 31, 2007,  2006  and  2005  was  $1.4
million, $2.5 million and $4.0 million, respectively.

<PAGE> 22

Investments  in and advances to foreign affiliates  -  Management
uses  the equity method of accounting for these investments.   At
the   balance   sheet  date,  management  will  evaluate   equity
investments and related advances for a potential decline in value
deemed  to  be  other  than  temporary when  management  believes
conditions  warrant  such an assessment.  If management  believes
conditions  warrant  an  assessment, such assessment  encompasses
various  methods  to  determine net realizable  value,  including
methods  based  on  the probability weighting of  various  future
projected net cash flow scenarios expected to be generated by the
long-lived  assets  of the entity, and the resulting  ability  of
that  entity  to  repay its debt and equity  based  on  priority,
probability weighting of various future projected net  cash  flow
scenarios  expected  to  be realized  through  the  sale  of  the
ownership interest of the investment, or other methods to  assess
the fair value of the investment.  These projected cash flows and
other  methods  are  subjective  in  nature  and  are  based   on
management's best estimates and judgment.  In addition,  in  most
cases there is very little industry market data available for the
countries  in  which  these operations  conduct  their  business.
Since  these  investments  mostly  involve  entities  in  foreign
countries considered underdeveloped, changes in the local economy
or  political  environment may occur suddenly and can  materially
alter  the  evaluation and estimates used to project cash  flows.
In  most  cases,  Seaboard has an ongoing  business  relationship
through  sales  of  grain to these entities  that  also  includes
receivables  from  these foreign affiliates as  discussed  above.
Management  considers the long-term business  prospects  of  such
investments  when making its assessment.  At December  31,  2007,
the  total  investment in and advances to foreign affiliates  was
$60.7   million.   See  Note  5  to  the  Consolidated  Financial
Statements for further discussion.

Goodwill  and  Other  Intangible  Assets  -  Goodwill  and  other
indefinite-life  intangible assets, not subject to  amortization,
are  evaluated annually for impairment at the quarter-end closest
to the anniversary date of the acquisition, or more frequently if
circumstances indicate that impairment is likely.  The impairment
tests  require  management to make judgments in determining  what
assumptions to use in estimating fair value.  One of the  methods
used  by  Seaboard to determine fair value is the income approach
using  discounted future projected cash flows.  Some of  the  key
assumptions utilized in determining future projected  cash  flows
include estimated growth rates, expected future sales prices  and
costs, and future capital expenditures requirements.  Judgment is
also  required in assigning probability weighting to the  various
future   cash   flow   scenarios.   The   probability   weighting
percentages  used  and  the various future  projected  cash  flow
models  prepared  by management are based on  current  facts  and
circumstances   existing   at  the  time   of   preparation   and
management's  best  estimates and judgment  of  future  operating
results.   Seaboard  cannot  predict the  occurrence  of  certain
future  events that might adversely affect the reported value  of
goodwill  and indefinite-life intangible assets that may include,
but  are  not  limited  to, a change in the business  climate,  a
negative change in relationships with significant customers,  and
changes  to  strategic decisions, including decisions to  expand,
made in response to economic and competitive conditions.  Changes
in  these  facts,  circumstances and management's  estimates  and
judgment  could result in an impairment of goodwill and/or  other
intangible  assets  resulting in a material charge  to  earnings.
See  Note 2 to the Consolidated Financial Statements for  further
discussion regarding the Pork segment and its recorded intangible
asset  values related to Daily's.  At December 31, 2007, Seaboard
has  goodwill  of $40.6 million and other intangible  assets  not
subject to amortization of $24.0 million.

Accrued Pension Liability - The measurement of Seaboard's pension
liability  and  related  expense is dependent  on  a  variety  of
assumptions   and  estimates  regarding  future  events.    These
assumptions  include discount rates, assumed rate  of  return  on
plan  assets,  compensation increases, turnover rates,  mortality
rates and retirement rates.  The discount rate and return on plan
assets   are   important  elements  of  liability   and   expense
measurement and are reviewed on an annual basis.  The  effect  of
changing  the  discount rate and assumed rate of return  on  plan
assets  by  50  basis  points would increase pension  expense  by
approximately  $1.2  million per year.   The  effects  of  actual
results  differing from the assumptions are primarily accumulated
in  accrued  pension liability and amortized over future  periods
and,  therefore,  generally affect Seaboard's recognized  pension
expense in such future periods.

<PAGE> 23

Income Taxes - Income taxes are determined by management based on
current   tax   regulations  in  the  various  worldwide   taxing
jurisdictions  in  which  Seaboard  conducts  its  business.   In
various situations, accruals have been made for estimates of  the
tax  effects  for certain transactions, business structures,  the
estimated  reversal  of timing differences and  future  projected
profitability  of  Seaboard's various  business  units  based  on
management's interpretation of existing facts, circumstances  and
tax  regulations.   Should  new  evidence  come  to  management's
attention  which could alter previous conclusions  or  if  taxing
authorities  disagree with the positions taken by  Seaboard,  the
change  in  estimate  could  result  in  a  material  adverse  or
favorable   impact   on   the  financial   statements.    As   of
December  31,  2007, Seaboard has deferred tax  assets  of  $43.5
million,  net  of the valuation allowance of $18.1  million,  and
deferred tax liabilities of $129.7 million.  For the years  ended
December  31,  2007, 2006 and 2005, income tax  expense  included
$(22.5) million, $6.5 million and $5.4 million for deferred taxes
to federal, foreign, state and local taxing jurisdictions.

Contingent  liabilities  -  Management has  evaluated  Seaboard's
various exposures, including environmental exposures of its  Pork
segment.   Based on currently available information and analysis,
management has analyzed the potential probability of the  various
exposures  and believes that all such items have been  adequately
accrued for and reflected in the consolidated balance sheet as of
December  31,  2007.  Changes in information, legal  statutes  or
events  could  result in management making changes  in  estimates
that  could  have  a  material adverse impact  on  the  financial
statements.

DERIVATIVE INFORMATION

Seaboard is exposed to various types of market risks from its day-
to-day  operations.   Primary market risk exposures  result  from
changing   commodity  prices,  freight  rates,  foreign  currency
exchange  rates and interest rates.  Changes in commodity  prices
impact the cost of necessary raw materials and other inventories,
finished product sales and firm sales commitments.  Seaboard uses
various grain and meal futures and options purchase contracts  to
manage  certain risks of increasing prices of raw  materials  and
firm  sales  commitments or anticipated sales  contracts.   Short
sales  contracts  are  then  used to  offset  the  open  purchase
derivatives when the related commodity inventory is purchased  in
advance  of  the derivative maturity, effectively offsetting  the
initial futures or option purchase contract.  From time to  time,
hog futures are used to manage risks of increasing prices of live
hogs  acquired for processing, and pork bellies and  hog  futures
are  used  to manage risks of fluctuating prices of pork  product
inventories and related future sales.  Because changes in foreign
currency  exchange  rates impact the cash  paid  or  received  on
foreign  currency denominated receivables and payables,  Seaboard
manages  certain  of  these  risks through  the  use  of  foreign
currency forward exchange agreements.  Changes in interest  rates
impact the cash required to service variable rate debt. From time
to  time,  Seaboard uses interest rate swaps to manage  risks  of
increasing interest rates.  From time to time, Seaboard may enter
into  speculative derivative transactions related to  its  market
risks.

During  the  fourth  quarter of 2007, the Commodity  Trading  and
Milling  segment for the first time entered into certain  forward
freight  agreements,  viewed  as taking  long  positions  in  the
freight market as well as covering short freight sales, which may
or  may  not  result  in  actual losses when  future  trades  are
executed.   These  forward freight agreements which  extend  into
2009  are  viewed by management as an economic hedge against  the
potential  of future rising charter hire rates to be incurred  by
this  segment  for  bulk  cargo  shipping  while  conducting  its
business  of delivering grains to customers in many international
locations.

Inventories  that  are sensitive to changes in commodity  prices,
including  carrying amounts at December 31, 2007  and  2006,  are
presented  in  Note  4 to the Consolidated Financial  Statements.
Raw material requirements, finished product sales, and firm sales
commitments  are  also sensitive to changes in commodity  prices.
The  tables below provide information about Seaboard's derivative
contracts  that  are  sensitive to changes in  commodity  prices.
Although  used to manage overall market risks, Seaboard does  not
perform  the  extensive record-keeping required  to  account  for
commodity  transactions  as  hedges.   Management  continues   to
believe  its commodity futures and options are primarily economic
hedges  although  they  do not qualify as hedges  for  accounting
purposes.   Since  these derivatives are  not  accounted  for  as
hedges, fluctuations in the related commodity prices could have a
material  impact  on earnings in any given year.   The  following
tables  present  the  notional  quantity  amounts,  the  weighted
average  contract prices, the contract maturities, and  the  fair
values   of   the   open   commodity  derivative   positions   at
December 31, 2007.

<PAGE> 24


                                Contract Volumes  Wtd.-avg.          Fair Value
Trading:                         Quantity Units   Price/Unit Maturity   (000's)

Futures Contracts:

 Corn purchases-long            11,002,682 bushels  $  4.53     2008  $ 2,260
 Corn sales-short                6,036,725 bushels     5.02     2008   (1,874)

 Wheat purchases-long            9,426,493 bushels     7.78     2008   11,129
 Wheat sales-short               3,562,723 bushels     8.11     2008   (4,225)

 Soybean purchases-long            680,000 bushels    11.23     2008      554
 Soybean sales-short               420,000 bushels    10.93     2008     (446)

 Soybean meal purchases-long        78,800 tons      303.68     2008    2,525
 Soybean meal sales-short          132,600 tons      274.14     2008   (8,082)

 Hog purchases-long             11,400,000 pounds       .70     2008     (996)

 Pork bellies purchases-long       720,000 pounds       .86     2008        2

 Sun seed pellets purchases-long   146,968 bushels    15.59     2008      171
 Sun seed pellets sales-short       55,113 bushels    15.35     2008      (79)

Options Contracts:

 Wheat calls purchased-long      2,825,735 bushels      .49     2008    2,143

 Wheat calls written-short       4,577,205 bushels      .21     2008   (1,213)

 Wheat puts purchased-long         125,000 bushels  $   .35     2008  $   (30)

At  December  31,  2006, Seaboard had net  trading  contracts  to
purchase (sell) 12,208,000 bushels of grain with a fair value  of
$1,223,000, 8,100 tons of meal with a fair value of $492,000, and
15,560,000 pounds of hog with a fair value of $(83,000).

The  table below provides information about the forward  currency
exchange   agreements  entered  into  and  financial  instruments
sensitive    to    foreign    currency    exchange    rates    at
December  31, 2007.  The information below is presented  in  U.S.
dollar  equivalents  and  the majority of  the  contracts  mature
through  2008.  The table presents the contract amounts  in  fair
values and weighted average contractual exchange rate.

December 31, 2007                                        Contract
(Dollars in thousands)                                    Amounts   Fair Values

Trading:

  Forward exchange agreements (receive $U.S./pay
   South African Rand (ZAR))                              $100,452   $  (472)

 Related weighted average contractual exchange rates:
  Forward exchange agreements (receive $U.S./pay ZAR)         6.94

 Forward exchange agreements (receive $U.S./pay Euro
  (EUR))                                                  $ 26,706   $(1,186)

 Related weighted average contractual exchange rates:
  Forward exchange agreements (receive $U.S./pay EUR)          .71

 Forward exchange agreement, including projected
  Interest due at maturity (receive Japanese Yen/pay
   $U.S.)                                                 $ 63,081   $(1,945)

 Related weighted average contractual exchange rates:
  Forward exchange agreements (receive Japanese Yen/pay
   $U.S.)                                                   108.13

At December 31, 2006, Seaboard had net agreements to exchange the
equivalent  of $42.8 million of South African rand at an  average
contractual  exchange rate of 7.17 ZAR to one U.S. dollar  and  a
fair  value  of  $(0.6) million.  At December 31, 2006,  Seaboard
also  had  net  agreements to exchange the  equivalent  of  $58.4
million  of Japanese Yen at an average contractual exchange  rate
of  114.30  Yen  to one U.S. dollar and a fair  value  of  $(0.8)
million.

<PAGE> 25

The  table  below provides information about the forward  freight
agreements at December 31, 2007.  The table presents the per  day
contract amount and its related fair value.
                                                   Per Day       Fair Value
December   31,  2007                            ContractAmount     (000's)

Trading:

      Forward  freight agreement during  2008      $61,250       $(3,546)
      Forward  freight agreement during  2009      $41,500       $(2,043)

The table below provides information about Seaboard's non-trading
financial instruments sensitive to changes in interest  rates  at
December  31,  2007.   For debt obligations, the  table  presents
principal cash flows and related weighted average interest  rates
by expected maturity dates.  At December 31, 2007, long-term debt
included   foreign  subsidiary  obligations   of   $1.7   million
denominated  in  CFA francs (a currency used in  several  central
African countries), $0.3 million payable in Argentine pesos,  and
$0.1    million   denominated   in   Mozambique   metical.     At
December  31,  2006,  long-term debt included foreign  subsidiary
obligations   of   $1.8  million  denominated  in   CFA   francs,
$0.3  million  payable  in  Argentine  pesos,  and  $0.6  million
denominated  in  Mozambique metical.  Weighted  average  variable
rates  are based on rates in place at the reporting date.  Short-
term  instruments  including  short-term  investments,  non-trade
receivables  and current notes payable have carrying values  that
approximate  market and are not included in  this  table  due  to
their short-term nature.

(Dollars in thousands)  2008    2009    2010    2011    2012 Thereafter   Total

Long-term debt:

 Fixed rate           $11,632 $46,891 $ 2,109  $1,477 $32,546 $   709   $95,364

 Average interest rate  6.85%   6.34%  11.38%   8.87%  7.03%   15.92%     6.86%

 Variable rate        $   280 $     - $     -  $    - $    -  $41,800   $42,080

 Average interest rate  7.00%       -       -       -      -    3.49%     3.52%

Non-trading  financial  instruments  sensitive  to   changes   in
interest rates at December 31, 2006 consisted of fixed rate long-
term  debt totaling $159.1 million with an average interest  rate
of 7.09%, and variable rate long-term debt totaling $42.1 million
with an average interest rate of 4.00%.

During  the  second  quarter  of 2006,  Seaboard  terminated  all
interest rate exchange agreements with a total notional value  of
$150.0  million.  Seaboard made payments in the  amount  of  $1.0
million  to unwind these swaps.  Seaboard had originally  entered
into  these  five,  ten-year interest  rate  exchange  agreements
during  2001  in  which  Seaboard paid a stated  fixed  rate  and
received  a variable rate of interest on a total notional  amount
of $150.0 million.

<PAGE> 26

Management's Responsibility for Consolidated Financial Statements

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

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

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

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

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

Management's Report on Internal Control over Financial Reporting

The  management  of  Seaboard Corporation  and  its  consolidated
subsidiaries  (Seaboard)  is  responsible  for  establishing  and
maintaining  adequate internal control over financial  reporting,
as  such  term is defined in Exchange Act Rule 13a-15(f).   Under
the  supervision and with the participation of management and its
Internal  Audit Department, Seaboard conducted an  evaluation  of
the   effectiveness  of  its  internal  control  over   financial
reporting based on the framework in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations  of
the  Treadway  Commission (COSO).  Based on its evaluation  under
the   framework  in  Internal  Control  -  Integrated  Framework,
management  concluded  that  Seaboard's  internal  control   over
financial reporting was effective as of December 31, 2007.

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

<PAGE> 27

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Seaboard Corporation:

We  have audited the accompanying consolidated balance sheets  of
Seaboard  Corporation  and  subsidiaries  (the  Company)  as   of
December   31,  2007  and  2006,  and  the  related  consolidated
statements of earnings, changes in equity and cash flows for each
of  the  years in the three-year period ended December 31,  2007.
These consolidated financial statements are the responsibility of
the  Company's  management. Our responsibility is to  express  an
opinion on these consolidated financial statements based  on  our
audits.

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

In our opinion, the consolidated financial statements referred to
above  present  fairly, in all material respects,  the  financial
position   of  Seaboard  Corporation  and  subsidiaries   as   of
December  31, 2007 and 2006, and the results of their  operations
and  their  cash  flows for each of the years in  the  three-year
period ended December 31, 2007, in conformity with U.S. generally
accepted accounting principles.

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

We  also  have audited, in accordance with the standards  of  the
Public   Company  Accounting  Oversight  Board  (United  States),
Seaboard  Corporation's internal control over financial reporting
as  of  December  31,  2007,  based on  criteria  established  in
Internal  Control - Integrated Framework issued by the  Committee
of  Sponsoring  Organizations of the Treadway Commission  (COSO),
and  our  report dated February 28, 2008 expressed an unqualified
opinion  on  the effectiveness of the Company's internal  control
over financial reporting.

                                 /s/KPMG LLP


Kansas City, Missouri
February 28, 2008

<PAGE> 28


Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Seaboard Corporation:

We  have  audited  Seaboard Corporation's internal  control  over
financial  reporting as of December 31, 2007, based  on  criteria
established  in Internal Control-Integrated Framework  issued  by
the   Committee  of  Sponsoring  Organizations  of  the  Treadway
Commission   (COSO).   Seaboard   Corporation's   management   is
responsible  for  maintaining  effective  internal  control  over
financial  reporting and for its assessment of the  effectiveness
of  internal  control over financial reporting, included  in  the
accompanying  "Management's  Report  on  Internal  Control   over
Financial Reporting". Our responsibility is to express an opinion
on  the  effectiveness  of the Company's  internal  control  over
financial reporting based on our audit.

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

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

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

In  our opinion, Seaboard Corporation maintained, in all material
respects,  effective internal control over financial reporting as
of  December 31, 2007, based on criteria established in  Internal
Control-Integrated   Framework  issued  by   the   Committee   of
Sponsoring Organizations of the Treadway Commission (COSO).

We  also  have audited, in accordance with the standards  of  the
Public  Company Accounting Oversight Board (United  States),  the
consolidated   balance   sheets  of  Seaboard   Corporation   and
subsidiaries  as of December 31, 2007 and 2006, and  the  related
consolidated statements of earnings, changes in equity, and  cash
flows  for  each  of  the  years in the three-year  period  ended
December  31,  2007,  and  our report  dated  February  28,  2008
expressed  an unqualified opinion on those consolidated financial
statements.


                                 /s/KPMG LLP



Kansas City, Missouri
February 28, 2008

<PAGE> 29

                             SEABOARD CORPORATION
                      Consolidated Statement of Earnings




                                                  Years ended December 31,
(Thousands of dollars except per share amounts) 2007        2006       2005

Net sales:

Products                                    $2,268,310  $1,858,588  $1,950,896
Service revenues                               851,038     760,964     660,313
Other                                           93,953      87,845      77,685
 Total net sales                             3,213,301   2,707,397   2,688,894

Cost of sales and operating expenses:
Products                                     2,120,412   1,591,146   1,654,390
Services                                       667,146     586,142     511,394
Other                                           83,769      75,870      63,793
 Total cost of sales and operating expenses  2,871,327   2,253,158   2,229,577

Gross income                                   341,974     454,239     459,317

Selling, general and administrative expenses   172,059     157,244     139,272

Operating income                               169,915     296,995     320,045

Other income (expense):
   Interest expense                            (12,588)    (18,774)    (22,165)
   Interest income                              18,867      25,257      14,186
   Income from foreign affiliates                3,874       4,022         362
   Minority and other noncontrolling interests      64      (6,883)     (4,521)
   Foreign currency gain (loss), net               120       1,210      (1,032)
   Loss from the sale of a portion of operations     -           -      (1,748)
   Other investment income, net                  6,065       4,381       1,962
   Miscellaneous, net                            5,192      10,216       5,723
    Total other income (expense), net           21,594      19,429      (7,233)

Earnings before income taxes                   191,509     316,424     312,812

Income tax expense                             (10,177)    (57,735)    (46,150)

Net earnings                                $  181,332  $  258,689  $  266,662


Basic earnings per common share             $   144.15  $   205.09  $   212.20

Diluted earnings per common share           $   144.15  $   205.09  $   211.94

Weighted average shares outstanding

  Basic                                      1,257,901   1,261,367   1,256,645
  Diluted                                    1,257,901   1,261,367   1,258,202

Dividends declared per common share         $     3.00  $     3.00  $     3.00

            See accompanying notes to consolidated financial statements.


<PAGE> 30

                             SEABOARD CORPORATION
                          Consolidated Balance Sheets

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

                                Assets
Current assets:

   Cash and cash equivalents                            $   47,346  $   31,369

   Short-term investments                                  286,660     478,859

   Receivables:
      Trade                                                251,005     202,112
      Due from foreign affiliates                           90,019      52,416
      Other                                                 26,349      37,158
                                                           367,373     291,686
      Allowance for doubtful accounts                       (8,060)    (14,638)
        Net receivables                                    359,313     277,048

   Inventories                                             392,946     341,366

   Deferred income taxes                                    19,558      12,894

   Other current assets                                     77,710      55,033

        Total current assets                             1,183,533   1,196,569

Investments in and advances to foreign affiliates           60,706      42,457

Net property, plant and equipment                          730,395     637,813

Goodwill                                                    40,628      28,372

Intangible assets, net                                      30,895      28,760

Other assets                                                47,542      27,462

Total Assets                                            $2,093,699  $1,961,433

            Liabilities and Stockholders' Equity

Current liabilities:

   Notes payable to banks                               $   85,088  $   62,975

   Current maturities of long-term debt                     11,912      63,415

   Accounts payable                                        135,398     103,429

   Accrued compensation and benefits                        72,258      78,818

   Accrued voyage costs                                     38,129      30,860

   Income taxes payable                                      8,441       2,525

   Accrued financial derivative liabilities                  9,192       1,422

   Other accrued liabilities                                62,510      45,798

      Total current liabilities                            422,928     389,242

Long-term debt, less current maturities                    125,532     137,817

Deferred income taxes                                      105,697     119,861

Accrued pension liability                                   50,498      44,279

Other liabilities                                           33,845      27,824

      Total non-current and deferred liabilities           315,572     329,781

Minority and other noncontrolling interests                    971      39,103

Commitments and contingent liabilities

Stockholders' equity:

   Common stock of $1 par value.  Authorized 4,000,000
     shares; isued and outstanding 1,244,278 and 1,261,367
     shares                                                  1,244       1,261

   Additional paid-in capital                                    -      21,574

   Accumulated other comprehensive loss                    (78,651)    (82,493)

   Retained earnings                                     1,431,635   1,262,965

      Total stockholders' equity                         1,354,228   1,203,307

Total Liabilities and Stockholders' Equity              $2,093,699  $1,961,433

         See accompanying notes to consolidated financial statements.

<PAGE> 31

SEABOARD CORPORATION
Consolidated Statement of Cash Flows



                                                   Years ended December 31,
(Thousands of dollars)                           2007        2006       2005

   Cash flows from operating activities:

   Net earnings                             $   181,332 $   258,689  $ 266,662

   Adjustments to reconcile net earnings to cash
     from operating activities:
       Depreciation and amortization             79,221      71,258     65,106
       Income from foreign affiliates            (3,874)     (4,022)      (362)
       Put option value change                        -      (5,400)    (1,300)
       Other investment income, net              (6,065)     (4,381)    (1,962)
       Foreign currency exchange losses (gains)   4,496          38        (25)
       Minority and noncontrolling interest         (64)      6,883      4,521
       Loss from the sale of a portion of
        operations                                    -           -      1,748
       Deferred income taxes                    (26,740)      6,358      5,371
       Gain from sale of fixed assets            (1,285)       (705)    (2,081)
   Changes in current assets and liabilities,
     net of portion of operations sold and
     business acquired:
        Receivables, net of allowance           (80,360)    (49,613)    37,247
        Inventories                             (52,699)    (11,349)   (46,283)
        Other current assets                    (20,968)     17,915    (25,417)
        Current liabilities, exclusive of debt   63,255      (1,815)    15,678
   Other, net                                     7,630         (99)    12,229

Net cash from operating activities              143,879     283,757    331,132

   Cash flows from investing activities:
   Purchase of short-term investments        (1,683,849) (2,560,280)  (819,643)
   Proceeds from the sale of short-term
    investments                               1,851,589   2,437,331    561,291
   Proceeds from the maturity of short-term
    investments                                  24,842      25,230          -
   Purchase of long-term investments             (2,000)     (4,585)         -
   Proceeds from the sale of a portion of
    operations                                        -           -     26,471
   Acquisition of business                            -           -    (47,993)
   Investments in and advances to foreign
    affiliates, net                             (13,238)      1,144       (399)
   Capital expenditures                        (164,173)    (85,886)   (64,241)
   Repurchase of minority interest in a
    controlled subsidiary                       (61,260)          -          -
   Proceeds from the sale of fixed assets         4,148       3,498      4,933
   Other, net                                    (4,754)     (2,954)     3,988

Net cash from investing activities              (48,695)   (186,502)  (335,593)

   Cash flows from financing activities:
   Notes payable to banks, net                   19,111     (29,963)    91,149
   Principal payments of long-term debt         (63,536)    (61,270)   (60,580)
   Repurchase of common stock                   (30,488)          -          -
   Dividends paid                                (3,765)     (3,784)    (3,770)
   Dividends paid to minority and
    noncontrolling interests                       (136)     (2,741)    (2,073)
   Other, net                                         -      (2,419)      (762)

Net cash from financing activities              (78,814)   (100,177)    23,964

Effect of exchange rate change on cash             (393)       (331)       499

Net change in cash and cash equivalents          15,977      (3,253)    20,002

Cash and cash equivalents at beginning of year   31,369      34,622     14,620

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

           See accompanying notes to consolidated financial statements.

<PAGE> 32

<TABLE>
<CAPTION>
                                                   SEABOARD CORPORATION
                                        Consolidated Statement of Changes in Equity


                                                                         Accumulated
                                                                             Other
                                                    Common  Additional   Comprehensive      Retained
(Thousands of dollars except per share amounts)     Stock    Capital          Loss          Earnings       Total
<S>                                                <C>      <C>           <C>              <C>          <C>
Balances, January 1, 2005                          $ 1,255  $      -      $   (53,741)     $  745,168   $  692,682
Comprehensive income
   Net earnings                                                                               266,662      266,662
   Other comprehensive income net
     of income tax benefit of $606:
       Foreign currency translation adjustment                                    757                          757
       Unrealized gain on investments                                             671                          671
       Unrecognized pension cost                                                 (666)                        (666)
       Unrealized loss on cash flow hedges                                        155                          155
       Amortization of deferred
         gains on interest rate swaps                                            (201)                        (201)
Comprehensive income                                                                                       267,378
Issuance of 6,313 shares of common stock to Parent       6     8,311                                         8,317
Excess of fair value over book value
  of equity in subsidiary issued to
  a third party                                               13,263                                        13,263
Dividends on common stock                                                                      (3,770)      (3,770)
Balances, December 31, 2005                          1,261    21,574          (53,025)      1,008,060      977,870
Comprehensive income
   Net earnings                                                                               258,689      258,689
   Other comprehensive income net
     of income tax benefit of $2,117:
       Foreign currency translation adjustment                                 (2,582)                      (2,582)
       Unrealized gain on investments                                             433                          433
       Unrecognized pension cost                                               (2,085)                      (2,085)
       Unrealized loss on cash flow hedges                                        (22)                         (22)
       Amortization of deferred
         gains on interest rate swaps                                            (198)                        (198)
Comprehensive income                                                                                       254,235
Adjustment to initially apply FASB
 Statement No. 158, net of tax benefit of $11,253                             (25,014)                     (25,014)
Dividends on common stock                                                                      (3,784)      (3,784)
Balances, December 31, 2006                          1,261    21,574          (82,493)      1,262,965    1,203,307
Comprehensive income
   Net earnings                                                                               181,332      181,332
   Other comprehensive income net
     of income tax expense of $(2,492):
       Foreign currency translation adjustment                                 (2,908)                      (2,908)
       Unrealized gain on investments                                            (212)                        (212)
       Unrecognized pension cost                                                7,059                        7,059
       Unrealized loss on cash flow hedges                                         55                           55
       Amortization of deferred
         gains on interest rate swaps                                            (152)                        (152)
Comprehensive income                                                                                       185,174
Repurchase of Common Stock                             (17)  (21,574)               -          (8,897)     (30,488)
Dividends on common stock                                                                      (3,765)      (3,765)
Balances, December 31, 2007                        $ 1,244  $      -      $   (78,651)     $1,431,635   $1,354,228
<FN>
                              See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE> 33

               Notes to Consolidated Financial Statements

Note 1

Summary of Significant Accounting Policies

Operations of Seaboard Corporation and its Subsidiaries

Seaboard  Corporation  and  its  subsidiaries  (Seaboard)  is   a
diversified   international   agribusiness   and   transportation
company.  In the United States, Seaboard is primarily engaged  in
pork   production   and  processing,  and  ocean  transportation.
Overseas,    Seaboard   is   primarily   engaged   in   commodity
merchandising, grain processing, sugar production,  and  electric
power generation.  Seaboard Flour LLC (the Parent Company) is the
owner of 71.8% of Seaboard's outstanding common stock.

Principles of Consolidation and Investments in Affiliates

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

Short-term Investments

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

Accounts Receivable

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

Inventories

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

Property, Plant and Equipment

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

Impairment of Long-lived Assets

At  each  balance sheet date, long-lived assets, primarily  fixed
assets,  are  reviewed for impairment when events or  changes  in
circumstances  indicate  that the  carrying  amount  may  not  be
recoverable.   Recoverability of assets to be held  and  used  is
measured  by a comparison of the carrying amount of the asset  to
future net cash flows expected to be generated by the asset.   If
such  assets are considered to be impaired, the impairment to  be
recognized is

<PAGE> 34

measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets.  Assets to be  disposed  of
are reported at the lower of the carrying amount  or  fair  value
less costs to sell.

Goodwill and Other Intangible Assets

Goodwill   and  other  indefinite-life  intangible   assets   are
evaluated  annually for impairment at the quarter-end closest  to
the  anniversary date of the acquisition, or more  frequently  if
circumstances  indicate  that impairment  is  likely.   Separable
intangible  assets  with finite lives are  amortized  over  their
useful  lives.  Any one event or a combination of events such  as
change   in   the   business  climate,  a  negative   change   in
relationships   with  significant  customers,  and   changes   to
strategic  decisions,  including decisions  to  expand,  made  in
response  to economic or competitive conditions could require  an
interim  assessment prior to the next required annual assessment.
The  most  recent impairment tests performed and  current  market
conditions indicate goodwill and other intangible assets are  not
impaired  as  of  December 31, 2007.   See  Note  2  for  further
discussion regarding the Pork Segment and its recorded intangible
asset values related to Daily's.

Accrued Self-Insurance

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

Deferred Grants

Included  in other liabilities at December 31, 2007 and  2006  is
$7,317,000 and $7,740,000, respectively, of deferred grants.  The
deferred  grants represent economic development funds contributed
by  government  entities that were limited to construction  of  a
pork  processing  facility in Guymon, Oklahoma.  Deferred  grants
are  being amortized as a reduction of depreciation expense  over
the life of the assets acquired with the funds.

Asset Retirement Obligation

Seaboard  has recorded long-lived assets and a related  liability
for  the  asset retirement obligation costs associated  with  the
closure  of the hog lagoons it is legally obligated to  close  in
the future should Seaboard cease operations or plan to close such
lagoons voluntarily in accordance with a changed operating  plan.
Based on detailed assessments and appraisals obtained to estimate
the future retirement costs, Seaboard has determined and recorded
the  present  value  of the projected costs with  the  retirement
asset  depreciated over the economic life of the  related  asset.
The  following  table shows the changes in the  asset  retirement
obligation during 2007 and 2006.

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

Beginning balance                                    $7,229  $6,730
Accretion expense                                       574     499
Liability for additional lagoons placed in service      151       -
Adjustment to existing lagoons                          163       -
Ending balance                                       $8,117  $7,229

Income Taxes

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

Revenue Recognition

Revenue  of the containerized cargo service is recognized ratably
over  the  transit time for each voyage with expenses  associated
with  containerized cargo service being recognized  as  incurred.
Revenue of the commodity trading business is recognized when  the
commodity  is  delivered to the customer and the sales  price  is
fixed  or  determinable.   Revenues  from  all  other  commercial
exchanges  are  recognized at the time products  are  shipped  or
delivered   in

<PAGE> 35

accordance  with  shipping  terms,  or   services  rendered,  the
customer takes ownership and assumes risk of  loss, collection is
reasonably assured and the sales price is fixed  or determinable.
As  a  result  of  a  marketing  agreement  with  Triumph  Foods,
beginning   in   2006  Seaboard's  sales  prices  for   its  pork
products  included in product revenues are primarily based  on  a
margin sharing arrangement that considers the average sales price
and  mix of products sold from both Seaboard's and Triumph Foods'
hog  processing plants.  Seaboard earns a fee for  marketing  the
pork products of Triumph Foods and recognizes this fee as service
revenue  primarily  based  on the number  of  head  processed  by
Triumph Foods.

Use of Estimates

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

Earnings Per Common Share

Earnings  per  common share are based upon the  weighted  average
shares outstanding during the period.  Basic and diluted earnings
per  share are the same for the years ended December 31, 2007 and
2006.  Basic and diluted earnings per share are different for the
year  ended  December 31, 2005 as a result  of  the  issuance  of
shares  to the Parent Company in the fourth quarter of 2005.  See
Note 12 for further discussion.

Cash and Cash Equivalents

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

                                            Years ended December 31,
(Thousands of dollars)                    2007        2006        2005

Interest (net of amounts capitalized) $  11,733   $  19,461   $  23,116
Income taxes (net of refunds)            20,993      47,515      68,243

Supplemental Noncash Transactions

As  more  fully  described in Note 2, Seaboard acquired  a  bacon
processor  in  July 2005.  Also, Seaboard repurchased  the  4.74%
equity  interest in Seaboard Foods LP from the former  owners  of
Daily's   effective  January  1,  2007.   The   following   table
summarizes   the  non-cash  transactions  resulting   from   this
acquisition and this repurchase:

                                                      Year ended
                                                      December 31,
(Thousands of dollars)                              2007       2005

Increase in net working capital                   $     -   $ 11,430
Increase in fixed assets                            7,976     28,798
Increase in intangible assets                       3,745     30,800
Increase in goodwill                               12,256     28,372
Decrease (Increase) in non-controlling interest    37,933    (31,225)
Increase in other non-controlling interest              -       (219)
Increase in put option value                            -     (6,700)
Increase in deferred income tax liability            (650)         -
Increase in additional paid-in capital                  -    (13,263)
Cash paid                                         $61,260   $ 47,993


<PAGE> 36

As  more fully described in Note 2, Seaboard sold some components
of its third party commodity trading operations in May 2005.  The
following  table  summarizes the non-cash transactions  resulting
from this sale:
                                                        Year ended
(Thousands of dollars)                              December 31, 2005

Decrease in net working capital                           $28,055
Decrease in fixed assets                                       76
Decrease in other assets                                       88
Loss on the sale of a portion of operations                (1,748)
Net proceeds from sale                                    $26,471

In  the  fourth  quarter  of  2007, the  Power  segment  received
$4,500,000  of  fixed assets for the settlement of a  receivable,
not  related  to  its  business, purchased  at  a  discount,  and
recognized  a  gain  of $3,596,000 included in  other  investment
income.   In the fourth quarter of 2005, Seaboard issued 6,313.34
shares  to  its  Parent Company as a result of a tax  benefit  of
$8,317,000.  See Note 12 for further discussion.

Foreign Currency Transactions and Translation

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

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

Derivative Instruments and Hedging Activities

Seaboard follows Statement of Financial Accounting Standards  No.
133  (SFAS  133),  "Accounting  for  Derivative  Investments  and
Hedging  Activities," as amended to account  for  its  derivative
contracts.  This statement requires that an entity recognize  all
derivatives as either assets or liabilities at their fair values.
Accounting for changes in the fair value of a derivative  depends
on  its  designation and effectiveness.  Derivatives qualify  for
treatment as hedges for accounting purposes when there is a  high
correlation  between the change in fair value of  the  instrument
and the related change in value of the underlying commitment.  In
order  to designate a derivative financial instrument as a  hedge
for  accounting purposes, extensive record keeping  is  required.
For  derivatives that qualify as hedges for accounting  purposes,
the  change in fair value has no net impact on earnings,  to  the
extent  the derivative is considered effective, until the  hedged
transaction  affects  earnings.  For  derivatives  that  are  not
designated as hedging instruments for accounting purposes, or for
the  ineffective portion of a hedging instrument, the  change  in
fair value does affect current period net earnings.

Seaboard  holds  and  issues  certain derivative  instruments  to
manage   various  types  of  market  risks  from  its  day-to-day
operations  primarily  including  commodity  futures  and  option
contracts and foreign currency exchange agreements,

<PAGE> 37

and  from  time-to-time,  forward freight agreements and interest
rate  exchange  agreements.   While  management  believes each of
these instruments  primarily  are  entered  into  in   order   to
effectively manage various  market risks, as of December 31, 2007
none  of  the  derivatives  are designated  and  accounted for as
hedges primarily as a  result  of  the  extensive  record-keeping
requirements.  From  time  to  time,  Seaboard   may  enter  into
speculative  derivative transactions related to its market risks.

Accounting Changes and New Accounting Standards

In  June  2006, the FASB issued FASB Interpretation No.  48  (FIN
48),  "Accounting for Uncertainty in Income Taxes", which defines
the   threshold  for  recognizing  the  benefits  of   tax-return
positions  in  the financial statements as "more-likely-than-not"
to  be sustained by the taxing authority.  FIN 48 also prescribes
a  method for computing the tax benefit of such tax positions  to
recognize  in  the  financial statements.  In  addition,  FIN  48
provides guidance on derecognition, classification, interest  and
penalties,   accounting  in  interim  periods,   disclosure   and
transition.  As of January 1, 2007, Seaboard adopted FIN 48.  The
adoption  of FIN 48 did not have a material impact on  Seaboard's
financial  position  or net earnings.  See  Note  7  for  further
discussion.

In  September  2006,  the  Financial Accounting  Standards  Board
(FASB) issued Statement of Financial Accounting Standards No. 157
(SFAS 157), "Fair Value Measurements". This statement establishes
a  single  authoritative definition of fair value when accounting
rules  require  the use of fair value, sets out a  framework  for
measuring  fair value, and requires additional disclosures  about
fair-value measurements. Seaboard will be required to adopt  this
statement  on  January 1, 2008.  However, in February  2008,  the
FASB  issued FASB Staff Position 157-2 which defers the effective
date  of  SFAS  157  for  nonfinancial  assets  and  nonfinancial
liabilities, except for items that are recognized or disclosed at
fair  value  in an entity's financial statements on  a  recurring
basis  (at least annually).  Seaboard will be required  to  adopt
SFAS   157   for   these  nonfinancial  assets  and  nonfinancial
liabilities  as  of  January 1, 2009.   Management  believes  the
adoption  of  SFAS  157  will  not  have  a  material  impact  on
Seaboard's financial position or net earnings.

In  September  2006,  the  FASB  issued  Statement  of  Financial
Accounting  Standards No. 158 (SFAS 158), "Employers'  Accounting
for Defined Benefit Pension and Other Postretirement Plans."   As
of December 31, 2006, Seaboard adopted SFAS 158.  See Note 10 for
further discussion.

In   February  2007,  the  FASB  issued  Statement  of  Financial
Accounting  Standards No. 159 (SFAS 159), "The Fair Value  Option
for  Financial Assets and Financial Liabilities."  This statement
provides  companies  with an option to report selected  financial
assets  and liabilities at fair value.  Seaboard will be required
to  adopt  this  statement  as of January  1,  2008.   Management
believes the adoption of SFAS 159 will not have a material impact
on Seaboard's financial position or net earnings.

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

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

Note 2

Acquisitions, Dispositions and Repurchase of Minority Interest

On  July  5,  2005, Seaboard completed the acquisition  effective
July 3, 2005 of Daily's, a bacon processor located in the western
United  States,  for a total purchase price of $99,181,000.   The
purchase  price  consisted of $44,488,000 in cash,  plus  working
capital  adjustments of $3,098,000, a 4.74%  equity  interest  in
Seaboard Foods LP (Foods, previously Seaboard Farms, Inc.) with a
book  value  of  $31,225,000 and fair value over  book  value  of
$13,263,000

<PAGE> 38

recorded as additional paid-in capital for  a  total  value    of
$44,488,000,   a   put   option  associated    with   the   4.74%
equity interest estimated to have a fair value of $6,700,000,  as
discussed  below,  and $407,000 of additional  acquisition  costs
incurred.   The value of the 4.74% ownership interest  issued  to
the  Sellers  was based on an earnings multiple of  the  business
which  approximates fair value.  The acquisition included Daily's
two  bacon processing plants located in Salt Lake City, Utah  and
Missoula,  Montana.   Daily's produces premium  sliced  and  pre-
cooked  bacon  primarily  for  food  service.   This  acquisition
continues Seaboard's expansion of its integrated pork model  into
value-added  products  and  is  expected  to  enhance  Seaboard's
ability to venture into other further processed pork products.

The  sellers  of Daily's had an option to put their 4.74%  equity
interest  in  Foods  back to Seaboard after  two  years  for  the
greater  of $40,000,000 or a formula determined value as  of  the
put  date.   The minimum put option value of $40,000,000  expired
after  five years.  Likewise, Seaboard had a call provision after
five  years  of  operations whereby Seaboard could reacquire  the
4.74% equity interest for the greater of $45,000,000 or a formula
determined value.  On December 27, 2006, Seaboard entered into  a
Purchase  Agreement  to repurchase the 4.74% equity  interest  in
Foods  from  the  former owners of Daily's effective  January  1,
2007.   As  part  of the Purchase Agreement, on January  2,  2007
Seaboard  paid  $30,000,000 of the purchase price for  the  4.74%
equity  interest  to  the former owners of  Daily's.   The  total
purchase  price  was equal to the greater of $40,000,000  or  the
same   formula-determined  value  of  the  original  put  option,
determined as of June 30, 2007, less the amount of interest which
accrued on the initial $30,000,000 portion of the purchase  price
from January 2, 2007 through the date on which the balance of the
purchase price was paid.

Based  on  the formula of operating results and certain net  cash
flows  through  June  30,  2007, the  final  purchase  price  was
determined  to  be  $61,260,000, including transaction  costs  of
$53,000.  Seaboard paid the balance of the purchase price owed to
the  former owners of Daily's of $31,207,000 in August 2007.  The
total  purchase price for the 4.74% equity interest  in  Seaboard
Foods LP of $61,260,000 represents $23,327,000 in excess of  book
value.   Seaboard applied the purchase method of  accounting  for
this  step  acquisition by allocating the purchase price  to  the
fair  value of the net assets acquired to the extent of the 4.74%
change  in ownership.  Depreciation and amortization of  $593,000
was  recorded  in the second quarter representing the  amount  of
depreciation on the write-up of fixed assets and amortization  of
intangible asset from January 1, 2007 through June 30, 2007.

The agreement to repurchase the 4.74% equity interest resulted in
the  put option obligation being reduced to zero, as the purchase
price  is  representative of the fair value of the  4.74%  equity
interest, with the offset to income as of December 31, 2006.  The
decrease of the put option obligation was primarily the result of
the  passage  of  time  decreasing  this  exposure  to  Seaboard.
Included  in Miscellaneous, net for the years ended December  31,
2006  and  2005  is the change in fair value of  the  put  option
obligation  for  each  year  since the  date  of  acquisition  of
approximately $5,400,000 and $1,300,000, respectively.

Operating   results  for  Daily's  are  included  in   Seaboard's
Consolidated  Statement of Earnings from the date of acquisition.
Pro forma results of operations are not presented, as the effects
of  the  acquisition  are not considered material  to  Seaboard's
results of operations.

The  following  table summarizes the allocation of  the  purchase
price  to  the fair values of the assets acquired and liabilities
assumed at January 1, 2007, the effective date of the repurchase,
and July 3, 2005, the effective date of the acquisition.

(Thousands of dollars)                           January 1, 2007   July 3, 2005

Net working capital                                  $      -        $ 11,430
Net property, plant and equipment                       7,976          28,798
Intangible assets                                       3,745          30,800
Goodwill (tax basis of $0 and $21,673, respectively)   12,256          28,372
Increase in other non-controlling interest                  -            (219)
Increase in deferred tax liability                       (650)              -
  Net assets acquired                                $ 23,327        $ 99,181

The intangible assets acquired include $24,000,000 of trade names
and  registered trademarks which are not subject to amortization.
The   remaining   intangible  asset  balance  acquired   consists
primarily  of contractual and direct customer relationships,  and
covenants  not to compete and will be amortized over five  years.
The   intangible  asset

<PAGE> 39

from  the  repurchase  is  for  customer relationships  and  will
be amortized over  fifteen  years.   The factors that contributed
to a purchase price that resulted in the recognition of  goodwill
related   to   the   acquisition  were  the expansion  of  Pork's
integrated model into  value-added   products   allowing  further
realization  from  Pork's  existing  products,  enhancing  Pork's
ability to venture into other  further  processed  pork  products
and  access  to  an  expanded  base  of  industry  knowledge  and
expertise.   The factor  that  contributed  to  a  purchase price
that   resulted   in   the   recognition   of   goodwill     from
the repurchase was a formula based re-purchase price resulting in
a value in excess of historical book values.   As a result of the
acquisition and repurchase, the Pork Division is the only segment
with goodwill or intangible assets.

The  following  table  is  a summary of goodwill  and  intangible
assets  acquired  from  the  Daily's acquisition  and  Seaboard's
repurchase of Daily's 4.74% equity interest in Foods, at December
31, 2007 and 2006.

                                                               December 31,
(Thousands of dollars)                                      2007         2006

Intangibles subject to amortization:
   Gross carrying amount:
         Customer relationships                           $ 9,045      $ 5,300
         Covenants not to compete                           1,500        1,500
                                                           10,545        6,800

   Accumulated amortization:
         Customer relationships                            (2,900)      (1,590)
         Covenants not to compete                            (750)        (450)
                                                           (3,650)      (2,040)

   Net carrying amount:
         Customer relationships                             6,145        3,710
         Covenants not to compete                             750        1,050
Intangibles subject to amortization, net                    6,895        4,760

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

Total intangible assets, net                               30,895       28,760

Goodwill                                                   40,628       28,372

Total goodwill and intangible assets, net                 $71,523      $57,132

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

As  discussed above, the Pork segment recorded goodwill and other
intangibles assets not subject to amortization in connection with
its  acquisition of Daily's.  The fair value of these  intangible
assets  as  of  December 31, 2007 is partially based  on  certain
scenarios that include management's ability and intention to grow
and  expand  Daily's  through  construction  or  acquisition   of
additional  capacity.  However, based in part  on  recent  market
conditions, management is currently evaluating such future  plans
for  expanding Daily's capacity.  Accordingly, depending  on  the
ultimate outcome of management's decision for the future plans of
expanding  Daily's capacity, there is a possibility  that  either
this  goodwill  or  other intangible assets, or  both,  could  be
deemed impaired during some future period including fiscal  2008,
which may result in a material charge to earnings.

Effective  May 9, 2005 Seaboard's Commodity Trading  and  Milling
segment  agreed  to  sell  some components  of  its  third  party
commodity  trading  operations, consisting primarily  of  certain
forward  sales contracts, certain grain inventory and all related
contracts  to  support such sales contracts, including  commodity
futures   and  options,  foreign  exchange  agreements,  purchase
contracts   and   charter  agreements  for   $26,471,000.    This
transaction  closed  on May 27, 2005.  The counterparty  to  this
transaction  is a South African company.  During 2006  and  2007,
Seaboard re-

<PAGE> 40

established   its   commodity   trading   business   in   markets
associated with the sale in 2005 of some components of its  third
party  commodity trading operations.  Seaboard continues to focus
on the supply of raw materials to its core milling operations and
the  transaction of third party commodity trades  in  support  of
these operations.

Since  Seaboard does not use hedge accounting for  its  commodity
and  foreign  exchange  derivative  instruments,  the  derivative
instruments  included in the sale were marked to  market  through
the  effective date of the sale while the change in value of  the
related commodity forward purchase and sale agreements were  not.
As  a result, derivative gains relating to derivative instruments
sold  totaling $2,161,000 were included in operating income prior
to the sale of a portion of the operations resulting in a loss on
the sale transaction totaling $1,748,000.

Since Seaboard has conducted its commodity trading business  with
third  parties, consolidated subsidiaries, and foreign affiliates
on an interrelated basis and continues trading with third parties
in  certain  markets,  operating income from  the  business  sold
cannot be clearly distinguished from the remaining operations  of
Seaboard's  Commodity Trading and Milling segment without  making
numerous subjective assumptions primarily with respect to mark-to-
market accounting.

Note 3

Investments

Seaboard's  short-term investments are treated as  available-for-
sale  securities and are stated at their fair market values.   As
of  December  31,  2007  and  2006,  the  short-term  investments
primarily  consisted  of fixed rate municipal  notes  and  bonds,
auction rate securities (ARS), variable rate demand notes  (VRDN)
and  money market funds.  At December 31, 2007 and 2006, cost and
fair  market  value  were  not  materially  different  for  these
investments.  The ARS have maturities over one year  but  provide
liquidity through a periodic auction typically held every  7,  28
or  35  days  at  which time the rate is reset.  The  VRDNs  have
maturities over one year, however, liquidity is provided  with  a
put  feature to the tender agent which allows the holder to  sell
the  VRDN  at par plus accrued interest with a seven day  notice.
Because  the  ARS and VRDN investments are frequently  re-priced,
they  trade in the market on par-in, par-out basis.  In addition,
Seaboard  has  investments in domestic equity securities  with  a
cost basis of $3,444,000 and $3,960,000 at December 31, 2007  and
2006,   respectively.   All  available-for-sale  securities   are
classified  as  current assets as they are readily  available  to
support Seaboard's current operating needs.  At December 31, 2007
and   2006,  short-term  investments  included  $13,127,000   and
$10,309,000,  respectively, held by a  wholly-owned  consolidated
insurance   captive  to  pay  Seaboard's  retention  of   accrued
outstanding workers' compensation claims.

The  following  is  a  summary of the  estimated  fair  value  of
available-for-sale    securities   classified    as    short-term
investments at December 31, 2007 and 2006.

                                               December 31,
(Thousands of dollars)                       2007      2006

Auction rate securities                   $ 10,125   $199,325
Fixed rate municipal notes and bonds       216,232    192,753
Variable rate demand notes                  26,850     51,872
Money market funds                          18,481     25,193
Domestic equity securities                   3,646      5,361
Asset backed securities                      3,286          -
Other                                        8,040      4,355
Total short-term investments              $286,660   $478,859

The  following table summarizes the estimated fair value of fixed
rate  municipal  notes and bonds designated as available-for-sale
classified by the contractual maturity date of the security as of
December 31, 2007.

 (Thousands of dollars)                                2007

Due within one year                                  $ 37,799
Due after one year through three years                 93,083
Due after three years                                  85,350
 Total fixed rate municipal notes and bonds          $216,232

<PAGE> 41

In  addition  to its short-term investments, as of  December  31,
2007  and  2006 Seaboard also had long-term investments  totaling
$9,800,000 and $8,010,000, respectively, included in other assets
on the Consolidated Balance Sheets.  Included in this amount is a
$5,313,000 investment for a less than 20% ownership interest in a
company  operating a 300 megawatt electricity generating facility
in  the  Dominican  Republic.  This investment is  accounted  for
using  the cost method of accounting.  Also, see Note  10  for  a
discussion of assets held in conjunction with investments related
to Seaboard's deferred compensation plans.

Note 4

Inventories

A summary of inventories at the end of each year is as follows:

                                                                 December 31,
(Thousands of dollars)                                          2007      2006

At lower of LIFO cost or market:
      Live hogs and materials                                $181,019  $149,521
      Fresh pork and materials                                 18,550    19,443
                                                              199,569   168,964
      LIFO adjustment                                         (23,509)    1,458
              Total inventories at lower of LIFO cost or
               market                                         176,060   170,422

At lower of FIFO cost or market:
      Grain, primarily wheat and corn, and soybean meal       100,082    80,068
      Sugar produced and in process                            35,180    25,124
      Other                                                    33,782    29,016
              Total inventories at lower of FIFO cost or
               market                                         169,044   134,208

Grain, flour and feed at lower of weighted average cost or
 market                                                        47,842    36,736
               Total inventories                             $392,946  $341,366

The  use  of  the  LIFO  method decreased 2007  net  earnings  by
$15,230,000  ($12.11 per common share), and  increased  2006  and
2005  net  earnings  by $541,000 ($0.43 per  common  share),  and
$67,000  ($0.05  per common share), respectively.   If  the  FIFO
method had been used for certain inventories of the Pork segment,
inventories would have been higher by $23,509,000 as of  December
31, 2007 and lower by $1,458,000 as of December 31, 2006.

Note 5

Investments in and Advances to Foreign Affiliates

Seaboard's  investments in and advances to  non-controlled,  non-
consolidated  foreign  affiliates are primarily  with  businesses
conducting  flour, maize and feed milling.  As  of  December  31,
2007,  the  location and percentage ownership  of  these  foreign
affiliates  are as follows: Democratic Republic of  Congo  (50%),
Lesotho  (50%),  Kenya  (35%), and Nigeria  (45-48%)  in  Africa;
Colombia  (40%)  and  Ecuador (50%) in South America;  and  Haiti
(23%)  in the Caribbean.  Also, Seaboard has an investment  in  a
grain trading business in Peru (50%).  In addition, Seaboard  has
investments  in and advances to two sugar-related  businesses  in
Argentina (46% - 50%).  The equity method is used to account  for
these investments.

In   late  September  2007,  Seaboard  acquired  for   $8,500,000
a  40% non-controlling interest, including cash contributed  into
the  business,  in  a  flour mill business located  in  Colombia.
During  the  fourth  quarter  of  2007,  Seaboard  acquired   for
$6,620,000    a  50%  non-controlling  interest   in   a    grain
trading  business  in  Peru.   Both  of  these  investments   are
accounted  for  using the equity method.  At December  31,  2007,
Seaboard's  investment in foreign affiliates includes  $4,891,000
related  to  the  difference between the amount  at  which  these
investments  are carried and the amount of underlying  equity  in
net  assets.   The  amortizable assets  are  being  amortized  to
earnings from foreign affiliates over the remaining life  of  the
assets.

<PAGE> 42

Seaboard also has an investment in a Bulgarian wine business (the
Business).   In  February 2005, the Board  of  Directors  of  the
Business  and  the  majority  of  the  owners  of  the  Business,
including  Seaboard,  agreed to pursue the  sale  of  the  entire
Business  or  all of its assets. Since March 2007, this  business
has  been unable to make its scheduled loan payments and has been
in technical default on its bank debt.  During the fourth quarter
of  2007,  Seaboard signed an agreement to allow a bank  to  take
majority  ownership  of  the Business  resulting  in  a  loss  of
significant influence by Seaboard.  Accordingly, after  recording
its  share  of operating losses for the fourth quarter,  Seaboard
discontinued   using  the  equity  method  of   accounting.    In
accordance  with FASB Staff Position APB 18-1, Seaboard  reversed
$2,801,000  of  previously recorded foreign currency  translation
gains  out of Accumulated Other Comprehensive Loss in the  equity
section  of the balance sheet related to this investment,  wrote-
off   the   remaining  investment  balance  of  $1,472,000,   and
recognized as income the remaining net amount of foreign currency
gains  of  $1,329,000 as of December 31, 2007. In 2007 and  2006,
Seaboard recorded 50% of the losses from the Business compared to
100% in 2005.

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

During  2005,  milling  operations  ceased  at  Seaboard's   non-
controlled,   non-consolidated  foreign  affiliate   in   Angola.
Seaboard   is  exploring  various  alternatives  to  reopen   the
operation.  As a result, during 2005 Seaboard fully reserved  its
past  due  receivables  from grain sales  to  this  affiliate  by
incurring a charge to bad debts and increasing its allowance  for
doubtful accounts in the amount of $1,500,000.  The investment in
and  advances to this affiliate was written off as  a  result  of
Seaboard's share of operating losses incurred during 2005 by this
affiliate.    During  2007,  Seaboard  wrote-off  the   remaining
receivables  from  this  affiliate  and  related  allowance   for
doubtful accounts of $5,351,000 as the potential for recovery  is
considered remote.

Seaboard  generally is the primary provider of choice for  grains
and  supplies purchased by the non-controlled foreign  affiliates
primarily  conducting  grain  processing.   Sales  of  grain  and
supplies to these non-consolidated foreign affiliates included in
consolidated  net  sales for the years ended December  31,  2007,
2006  and  2005  amounted  to  $299,174,000,  $242,442,000,   and
$232,864,000,  respectively.   At December  31,  2007  and  2006,
Seaboard  had  $59,538,000  and  $38,748,000,  respectively,   of
investments  in and advances to, and $89,144,000 and $51,227,000,
respectively, of receivables due from these foreign affiliates.

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

Commodity Trading and Milling Segment    December 31,

(Thousands of dollars)             2007      2006      2005

Net sales                      $ 613,695   516,471   501,972
Net income                     $  12,263    10,511    19,995
Total assets                   $ 347,040   234,212   215,269
Total liabilities              $ 218,781   151,562   138,670
Total equity                   $ 128,259    82,650    76,599

<PAGE> 43

Other Businesses                         December 31,

(Thousands of dollars)             2007      2006      2005

Net sales                      $  30,053    29,096    28,611
Net loss                       $  (2,621)   (4,548)   (7,427)
Total assets                   $  13,802    38,590    45,668
Total liabilities              $  11,021    42,160    44,266
Total equity                   $   2,781    (3,570)    1,402

Note 6

Property, Plant and Equipment

A  summary  of property, plant and equipment at the end  of  each
year is as follows:
                                       Useful           December 31,
(Thousands of dollars)                 Lives          2007        2006

Land and improvements                 15 years   $  144,894  $  127,101
Buildings and improvements            30 years      303,315     290,377
Machinery and equipment               3-20 years    668,451     617,738
Vessels and vehicles                  3-18 years    160,085     136,350
Office furniture and fixtures         5 years        22,932      20,061
Construction in progress                             80,904      25,609

                                                  1,380,581   1,217,236
Accumulated depreciation and amortization
                                                   (650,186)   (579,423)
  Net property, plant and equipment              $  730,395  $  637,813

Note 7

Income Taxes

Income taxes attributable to continuing operations for the  years
ended  December 31, 2007, 2006 and 2005 differ from  the  amounts
computed  by applying the statutory U.S. Federal income tax  rate
of  35  percent  to earnings (loss) before income taxes  for  the
following reasons:

                                               Years ended December 31,
(Thousands of dollars)                         2007      2006      2005

Computed "expected" tax expense             $ 67,028  $110,749  $109,484
Adjustments to tax expense attributable to:
  Foreign tax differences                    (40,841)  (48,630)  (46,184)
  Tax-exempt investment income                (4,658)   (4,276)   (1,046)
  State income taxes, net of federal benefit   1,078     7,310     6,202
  Change in valuation allowance               (5,754)   (3,890)    4,290
  Repatriation                                     -         -    11,586
  Federal and foreign audit settlements            -    (2,509)  (26,405)
  Other                                       (6,676)   (1,019)  (11,777)
  Total income tax expense                  $ 10,177  $ 57,735  $ 46,150

<PAGE> 44


Earnings before income taxes consists of the following:

                                               Years ended December 31,
(Thousands of dollars)                         2007      2006      2005

 United States                              $ 38,788  $139,725  $156,551
 Foreign                                    $152,721  $176,699  $156,261
  Total                                     $191,509  $316,424  $312,812

The components of total income taxes are as follows:

                                               Years ended December 31,
(Thousands of dollars)                         2007      2006      2005

Current:
  Federal                                   $ 24,192  $ 40,032  $ 28,885
  Foreign                                      5,935     6,795     5,578
  State and local                              2,542     4,438     6,314
Deferred:
  Federal                                    (21,789)     (570)    1,287
  Foreign                                      1,453       847        37
  State and local                             (2,156)    6,193     4,049
Income tax expense                            10,177    57,735    46,150
Unrealized changes in other comprehensive
 income                                        2,492   (13,370)     (606)
  Total income taxes                        $ 12,669  $ 44,365  $ 45,544

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

                                                          December 31,
(Thousands of dollars)                                   2007      2006

Deferred income tax liabilities:
  Cash basis farming adjustment                       $ 12,639  $ 12,852
  Deferred earnings of foreign subsidiaries              6,816     6,652
  Depreciation                                          91,176    96,525
  LIFO                                                  15,717    31,585
  Other                                                  3,328     1,525
                                                       129,676   149,139
Deferred income tax assets:
  Reserves/accruals                                     35,289    38,678
  Tax credit carryforwards                               5,154     4,179
  Net operating and capital loss carryforwards          13,734    15,769
  Foreign minimum tax credit carryforward                7,233     5,573
  Other                                                    246       619
                                                        61,656    64,818
Valuation allowance                                     18,119    22,646
  Net deferred income tax liability                   $ 86,139  $106,967

Seaboard  adopted  the provisions of FASB Interpretation  No.  48
(FIN  48), Accounting for Uncertainty in Income Taxes, on January
1, 2007.  Beginning January 1, 2007, Seaboard recognized interest
accrued  related  to unrecognized tax benefits and  penalties  in
income  tax  expense  as Seaboard believes  it  is  more  closely
related to income tax expense instead of financing related items.
Prior  to  the  adoption of FIN 48 on January 1,  2007,  Seaboard
recognized interest accrued related to unrecognized tax  benefits
in  interest  expense  and  penalties  in  selling,  general

<PAGE> 45

and administrative  expenses.  For  the  years ended December 31,
2007,  2006  and  2005,  such  interest  and  penalties  were not
material. The  Company  had approximately $121,000 and $0 accrued
for  the  payment  of interest  and  penalties  on  uncertain tax
positions  at December 31, 2007, and 2006, respectively.

As   of  December  31,  2007,  Seaboard  had  $433,000  in  total
unrecognized  tax  benefits all of which,  if  recognized,  would
affect  the  effective  tax rate.  Seaboard  does  not  have  any
uncertain  tax positions in which it is reasonably possible  that
the   total  amounts  of  the  unrecognized  tax  benefits   will
significantly  increase  or decrease  within  12  months  of  the
reporting  date.  During 2007, there were no additions  based  on
uncertain  tax positions related to the current year,  reductions
for  uncertain  tax  positions  of prior  years,  settlements  or
reductions   due  to  a  lapse  of  the  applicable  statute   of
limitations.  A reconciliation of the beginning and ending amount
of unrecognized tax benefits is as follows:

(Thousands of dollars)

Balance at January 1, 2007                                $ 320
Additions for uncertain tax positions of prior years        113
Balance at December 31, 2007                              $ 433

During the fourth quarter of 2004, President Bush signed into law
H.R.  4520,  the  American Jobs Creation Act  ("Act").   The  Act
allowed  Seaboard  a one-time election to repatriate  permanently
invested  foreign earnings at a 5.25% effective U.S.  income  tax
rate  rather  than  the statutory 35% rate, if  certain  domestic
reinvestment  requirements were met.   Management  concluded  its
evaluation of this provision of the Act in the fourth quarter  of
2005 and declared and paid a qualifying intercompany dividend  of
approximately $220,000,000.  The dividend was paid from  existing
cash from foreign operations and by incurring $65,000,000 of  new
borrowings  by  a  foreign subsidiary (see  Note  8  for  further
discussion).   Total  taxes resulting  from  this  dividend  were
approximately  $11,586,000, including foreign  withholding  taxes
incurred.  As of December 31, 2007, Seaboard has not provided for
U.S. Federal Income and foreign withholding taxes on $395,705,000
of  undistributed  earnings from foreign operations  as  Seaboard
intends  to  reinvest such earnings indefinitely outside  of  the
United  States.  Determination of the tax that might be  paid  on
these  undistributed  earnings  if  eventually  remitted  is  not
practicable.

The  Act also repealed an export tax benefit and provides  for  a
nine  percent deduction on U.S. manufacturing income.   Both  are
phased in over the next five years.  Management expects these two
changes to largely offset each other in future years.

Seaboard's  tax  returns are regularly audited by federal,  state
and  foreign  tax  authorities, which may result in  adjustments.
Seaboard's  U.S.  federal income tax returns have  been  reviewed
through  the  2004  tax  year.  In the second  quarter  of  2006,
Seaboard  reached a settlement with the Internal Revenue  Service
on  its  audit  of  Seaboard's 2004 and  2003  U.S.  Federal  Tax
Returns.   The favorable resolution of these tax issues  resulted
in  a  tax  benefit  of $2,786,000 for items previously  reserved
which  was recorded in the second quarter of 2006. Also,  in  the
fourth  quarter  of 2005, the Joint Committee on  Taxation  (JCT)
approved Seaboard's settlement with the Internal Revenue Services
(IRS)  of  its 2000-2002 U.S. Federal Tax Returns.  The favorable
resolution  of  these tax issues resulted in  a  tax  benefit  of
$21,428,000  for  items  previously reserved.   Additionally,  in
February 2006 Seaboard entered into a Closing Agreement with  the
Puerto Rican Treasury Department which favorably resolved certain
prior years' tax issues.  The resolution of these issues resulted
in  Seaboard recording a tax benefit of $4,977,000 in the  fourth
quarter of 2005 for items previously reserved.

Seaboard  has tax holidays in two foreign countries resulting  in
tax   savings   of   approximately  $2,646,000,  $3,969,000   and
$4,311,000  respectively, or $2.10, $3.15 and $3.43  per  diluted
earnings per common share for the years ended December 31,  2007,
2006 and 2005, respectively.  One of these expired at the end  of
2007 and the other one expires in 2012.

Management  believes  Seaboard's future taxable  income  will  be
sufficient  for full realization of the net deferred tax  assets.
The  valuation allowance relates to the tax benefits from foreign
net operating losses and from losses on investments that would be
recognized as capital losses.  Management does not believe  these
benefits  are  more  likely  than  not  to  be  realized  due  to
limitations  imposed on the deduction of these  losses.   In  the
event Seaboard generates sufficient capital gains to utilize  the
capital  losses, a tax benefit will be recognized.  The  decrease
in  the valuation

<PAGE> 46

allowance for 2007 was primarily the result  of  the  realization
of  capital gains and  a decrease of foreign deferred tax assets.
At December 31, 2007, Seaboard had  foreign net  operating   loss
carryforwards  (NOLs)  of  approximately $38,380,000 a portion of
which expire in  varying  amounts  between  2008  and  2012,  and
others that have indefinite expiration  periods.  At December 31,
2007, Seaboard  had  federal   capital   loss   carryforwards  of
approximately $4,853,000 expiring in 2008.

At  December  31,  2007,  Seaboard had  state  tax  credit  carry
forwards of approximately $7,929,000, $7,268,000 of the state tax
credits  carryforward  indefinitely and $661,000  expire  between
2012 and 2017.  As discussed more fully in Note 12, during fiscal
2005,  Seaboard  filed  tax  returns  utilizing  NOLs  that  were
available  to use from its Parent Company pursuant to an  earlier
agreement.  The  Company issued shares of  common  stock  to  its
Parent Company in exchange for the NOLs.

Note 8

Notes Payable and Long-term Debt

Notes  payable  amounting  to  $85,088,000  and  $62,975,000   at
December   31,   2007  and  2006,  respectively,   consisted   of
obligations  due  banks on demand or based on Seaboard's  ability
and  intent  to  repay within one year.  At  December  31,  2007,
Seaboard   had   a  committed  line  totaling  $100,000,000   and
uncommitted  lines totaling approximately $182,817,000  of  which
$158,317,000   of  the  uncommitted  lines  relate   to   foreign
subsidiaries.   At  December 31, 2007, there were  no  borrowings
outstanding  under  the  committed line  and  borrowings  totaled
$85,088,000  under the uncommitted lines all related  to  foreign
subsidiaries.   The borrowings outstanding at December  31,  2007
primarily  represented $57,628,000 denominated in  Japanese  Yen,
$25,825,000  denominated  in South African  Rand  and  $1,372,000
denominated in Argentine pesos.  At December 31, 2007, Seaboard's
borrowing capacity under its committed and uncommitted  line  was
reduced  by  letters  of credit (LCs) totaling  $56,471,000,  and
$9,839,000, respectively, primarily including $42,688,000 of  LCs
for  Seaboard's outstanding Industrial Development Revenue  Bonds
(IDRBs)  and  $13,708,000  related to insurance  coverages.   The
weighted  average  interest rates for outstanding  notes  payable
were 5.33% and 2.63% at December 31, 2007 and 2006, respectively.

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

A  summary  of  long-term debt at the end  of  each  year  is  as
follows:

                                                           December 31,
(Thousands of dollars)                                   2007       2006

Private placements:
 7.88% senior notes, repaid in 2007                   $      -   $ 25,000
 5.80% senior notes, due 2008 through 2009              13,000     19,500
 6.21% senior notes, due 2009                           38,000     38,000
 6.21% senior notes, due 2008 through 2012               5,357      6,429
 6.92% senior notes, due 2012                           31,000     31,000

Industrial Development Revenue Bonds, floating rates
 (3.49% - 3.50% at December 31, 2007)
  due 2014 through 2027                                 41,800     41,800

Bank debt, 6.87% - 7.60%, due 2008 through 2010          3,684     34,075

Foreign subsidiary obligations, 2.00% - 17.50%,
 due 2009 through 2010                                   1,841      2,443

Foreign subsidiary obligation,
 floating rate due 2008                                    280        288

Capital lease obligations and other                      2,482      2,697
                                                       137,444    201,232
Current maturities of long-term debt                   (11,912)   (63,415)
 Long-term debt, less current maturities              $125,532   $137,817

<PAGE> 47

Of   the  2007  foreign  subsidiary  obligations,  $1,692,000  is
denominated  in  CFA  francs, $280,000 is  payable  in  Argentine
pesos,  and  the remaining $149,000 is denominated in  Mozambique
metical.   Of the 2006 foreign subsidiary obligations, $1,847,000
is  denominated in CFA francs, $288,000 is payable  in  Argentine
pesos,  and  the remaining $596,000 is denominated in  Mozambique
metical.

Seaboard consolidates a limited liability company deemed to be  a
VIE.   As a result, bank debt totaling $24,803,000 as of December
31, 2006 is included in the table above.  This bank debt was paid
off during 2007.  The weighted average interest rate was 7.54% at
December 31, 2006.

At  December  31,  2007, Seaboard had bank debt  secured  by  hog
production  facilities and equipment with a  net  book  value  of
$32,865,000.

The  terms  of the note agreements pursuant to which  the  senior
notes,  IDRBs,  bank debt and credit lines were  issued  require,
among  other terms, the maintenance of certain ratios and minimum
net  worth,  the most restrictive of which requires  consolidated
funded   debt   not   to   exceed  50%  of   consolidated   total
capitalization; an adjusted leverage ratio of less  than  3.5  to
1.0; requires the maintenance of consolidated tangible net worth,
as  defined, of not less than $507,000,000 plus 25% of cumulative
consolidated  net  income  beginning  October  2,  2004;   limits
aggregate  dividend  payments  to  $10.0  million  plus  50%   of
consolidated  net  income  less 100% of consolidated  net  losses
beginning  January  1,  2002 plus the  aggregate  amount  of  Net
Proceeds  of  Capital Stock for such period ($428,727,000  as  of
December  31,  2007)  or  $15,000,000  per  year  under   certain
circumstances;  limits  the  sum of subsidiary  indebtedness  and
priority indebtedness to 10% of consolidated tangible net  worth;
and  limits  Seaboard's ability to acquire investments  and  sell
assets  under  certain circumstances.  Seaboard is in  compliance
with  all restrictive debt covenants relating to these agreements
as of December 31, 2007.

Annual  maturities of long-term debt at December 31, 2007 are  as
follows:  $11,912,000 in 2008, $46,891,000 in 2009, $2,109,000 in
2010,  $1,477,000  in 2011, $32,546,000 in 2012  and  $42,509,000
thereafter.

Note 9

Derivatives and Fair Value of Financial Instruments

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

The  cost  and fair values of investments and long-term  debt  at
December 31, 2007 and 2006 are presented below.

December 31,                          2007                 2006

(Thousands of dollars)         Cost   Fair Value      Cost    Fair Value

Short-term investments      $284,553   $286,660    $477,019    $478,859
Long-term debt               137,444    140,720     201,232     200,489

The  fair value of the short-term investments is based on  quoted
market  prices  at  the  reporting  date  for  these  or  similar
investments.   The fair value of long-term debt is determined  by
comparing  interest  rates  for  debt  with  similar  terms   and
maturities.

Commodity Instruments

Seaboard  uses various grain, meal, hog and pork bellies  futures
and  options to manage its exposure to price fluctuations for raw
materials and other inventories, finished product sales and  firm
sales  commitments.  However, due to the extensive record-keeping
required  to  designate the commodity derivative transactions  as
hedges  for  accounting purposes, Seaboard marks  to  market  its
commodity futures and options primarily as a component of cost of
sales.  Management continues to believe its commodity futures and
options  are  primarily  economic hedges  although  they  do  not
qualify   as   hedges  for  accounting  purposes.   Since   these
derivatives are not accounted for as hedges, fluctuations in  the
related commodity prices could have a material impact on earnings
in  any  given year.  From time to time, Seaboard may enter  into
speculative derivative transactions not directly related  to  its
raw material requirements.

At December 31, 2007 and 2006, Seaboard had open net contracts to
purchase  and (sell) 11,182,000 and 12,208,000 bushels  of  grain
with fair values of $7,489,000 and $1,223,000, respectively,  and
(54,000)  and  8,100  tons

<PAGE> 48

of soybean meal with fair values  of $(5,557,000)  and  $492,000,
respectively  and  11,400,000   and 15,560,000  pounds  of   hogs
with  fair  values   of  $(996,000)  and $(83,000),  respectively
included with other  accrued  financial  derivative   liabilities
or current  assets   on   the   Consolidated  Balance Sheets.  In
addition, at December 31, 2007 Seaboard also had contracts to buy
720,000 pounds of pork bellies with a  fair value of $2,000.  For
the  years  ended  December 31, 2007,  2006  and   2005  Seaboard
realized  net  gains  (losses)  of   $18,469,000 $12,157,000, and
$(1,156,000) related to  commodity  contracts, primarily included
in  cost  of  sales  on  the Consolidated Statements of Earnings.

Foreign currency exchange agreements

Seaboard  enters  into  foreign currency exchange  agreements  to
manage  the  foreign currency exchange rate risk with respect  to
certain  transactions  denominated in  foreign  currencies.   The
change in value of the foreign exchange agreements are marked  to
market  as  a  component  of cost of sales  on  the  Consolidated
Statements  of Earnings and are included on other current  assets
or  accrued financial derivatives liabilities on the Consolidated
Balance  Sheets  as of December 31, 2007 and 2006.   Since  these
agreements are not accounted for as hedges, fluctuations  in  the
related  currency exchange rates could have a material impact  on
earnings in any given year.

At  December  31,  2007 and 2006, Seaboard  had  trading  foreign
exchange  contracts (receive $U.S./pay South African Rand  (ZAR))
to  cover  its firm sales commitments and trade receivables  with
notional  amounts  of $99,854,000 and $41,458,000,  respectively,
with  a  fair  value of $(471,000), and $(644,000), respectively,
included  in  accrued  financial derivative  liabilities  on  the
Consolidated Balance Sheet.

At  December  31,  2007 and 2006, Seaboard  had  trading  foreign
exchange  contracts  (receive $U.S./pay  ZAR)  to  cover  various
foreign  currency working capital needs for notional  amounts  of
$598,000  and  $1,319,000  respectively,  with  fair  values   of
$(1,000) and $5,000.

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

At  December  31,  2007 and 2006, Seaboard  had  trading  foreign
exchange contracts (receive Japanese Yen/pay $U.S.) to cover note
payable  borrowings for an uncommitted line of credit denominated
in   Japanese  Yen  for  notional  amounts  of  $63,081,000   and
$58,435,000, respectively, with  fair values of $(1,945,000)  and
$(783,000).

Forward Freight Agreements

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

Interest Rate Exchange Agreements

In  prior  years,  Seaboard entered into interest  rate  exchange
agreements which involved the exchange of fixed-rate and variable-
rate  interest  payments over the life of the agreements  without
the  exchange of the underlying notional amounts to mitigate  the
effects of fluctuations in interest rates on variable rate  debt.
Prior  to  2005,  these  interest rate exchange  agreements  were
terminated  resulting  in  deferred  gains  from  terminated  net
proceeds.   At  December 31, 2007, the net  deferred  gains  were
fully  amortized while at December 31, 2006, the  deferred  gains
(net  of tax) were $152,000 and was included in accumulated other
comprehensive  loss  on the Consolidated  Balance  Sheet.   These
interest  rate  exchange agreements originally accounted  for  as
hedges decreased interest expense by $249,000 for the year  ended
December  31, 2007 and $324,000 for each year ended December  31,
2006 and 2005 resulting from amortization of the deferred gain.

At  December  31, 2005 Seaboard had five, ten-year interest  rate
exchange  agreements  outstanding  that  were  not  paired   with
specific variable rate contracts, whereby Seaboard paid a  stated
fixed  rate and received a variable rate of interest on  a  total
notional  amount  of  $150,000,000.  While Seaboard  had  certain
variable  rate debt, these interest rate exchange agreements  did
not  qualify as hedges for accounting purposes. During the second
quarter  of 2006,

<PAGE> 49

Seaboard terminated all interest rate exchange agreements  with a
total notional value of $150,000,000.  Seaboard made  payments in
the  amount  of  $1,028,000 to unwind these swaps. For  the years
ended December 31, 2006 and 2005 the net gain  for interest  rate
exchange agreements not accounted for  as  hedges were $3,374,000
and $2,996,000, respectively, and are included in  Miscellaneous,
net in the Consolidated Statements  of  Earnings. Included in the
gains  for  2006  and  2005  are  net  payments  of $909,000  and
$4,047,000 respectively, during 2006 and  2005 for the difference
between the fixed rate paid and variable rate  received  on these
contracts.

Note 10

Employee Benefits

Seaboard maintains a defined benefit pension plan (the Plan)  for
its domestic salaried and clerical employees.  The Plan generally
provides eligibility for participation after one year of  service
upon  attaining the age of 21.  Benefits are generally based upon
the  number of years of service and a percentage of final average
pay.   Seaboard  has historically based pension contributions  on
minimum  funding standards to avoid the Pension Benefit  Guaranty
Corporation  variable rate premiums established by  the  Employee
Retirement  Income  Security Act of 1974.   However,  because  of
Seaboard's positive liquidity position for the past three  years,
management  authorized additional contributions to be  made.   In
February  2006  Seaboard made a contribution of $3,811,000  which
was the maximum deductible contribution allowed for the 2005 plan
year.  In April 2007, Seaboard made a deductible contribution  of
$10,000,000 for the 2006 plan year.  At this time management does
not  plan  on making any contributions for the 2007 or 2008  plan
year during fiscal 2008.

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

                                        Actual Plan Composition at December 31,
                         Target Percentage
                           of Portfolio                2007          2006

Domestic Large Cap Equity      35%                      37%           37%
Domestic Small and Mid Cap
 Equity                        15%                      14%           14%
International Equity           15%                      17%           17%
Fixed Income                   35%                      32%           32%

Seaboard   also  sponsors  non-qualified,  unfunded  supplemental
executive   plans  and  has  certain  individual,  non-qualified,
unfunded  supplemental retirement agreements for certain  retired
employees.  The unamortized prior service cost is being amortized
over  the  average  remaining  working  lifetime  of  the  active
participants for this plan.  The measurement date for these plans
is  December  31.  Management is considering funding options  but
currently  has no plans to provide funding for these supplemental
executive plans in advance of when the benefits are paid.

Assumptions used in determining pension information for the plans
were:

                                                 Years ended December 31,
                                               2007        2006        2005
Weighted-average assumptions

 Discount rate used to determine obligations   6.50%       5.75%       5.50%
 Discount rate used to determine net periodic
  benefit cost                                 5.75%       5.50%       6.00%
 Expected return on plan assets                7.50%       7.50%       7.50%
 Long-term rate of increase in compensation
  levels                                     4.00-5.00%  4.00-5.00%  4.00-5.00%

For 2007, management selected the discount rate based on a model-
based   result  where  the  timing  and  amount  of  cash   flows
approximates   the  estimated  payouts.   For  2006   and   2005,
management  selected the discount rate based on Moody's  year-end
published Aa corporate bond yield, rounded to the nearest quarter
percentage point and

<PAGE> 50

compared this rate for reasonableness  to  a  model-based  result
which the timing and amount of cash   outflows  approximates  the
estimated payouts.  The expected return on Plan assets assumption
is   based   on   the   weighted   average    of    asset   class
expected  returns  that are consistent with  historical  returns.
The  assumed  rate  was  selected to match  the  50th  percentile
rounded  to  the nearest quarter percentage point of  model-based
results   that   reflect  the  Plan's  asset   allocation.    The
measurement  date for the Plan is December 31.  The  unrecognized
net  actuarial  losses are amortized over the  average  remaining
working lifetime of the active participants for these plans.

In  September  2006,  the  FASB  issued  Statement  of  Financial
Accounting  Standards No. 158 (SFAS 158), "Employers'  Accounting
for  Defined  Benefit  Pension and Other  Postretirement  Plans".
This statement required companies to fully recognize, as an asset
or liability, the overfunded or underfunded status of its benefit
plan(s)  with  the  offset  to  accumulated  other  comprehensive
income,  a  component  of stockholders' equity.   This  statement
requires   employers  to  recognize  previously   disclosed   but
unrecognized  gains/losses,  prior  service  costs/credits,   and
transition  assets/obligations when recognizing a  plan's  funded
status  as  a  component of shareholders' equity  in  accumulated
other  comprehensive income.  As of December 31,  2006,  Seaboard
adopted  SFAS  158.   The adoption of SFAS 158 increased  pension
liabilities  by  $15,427,000, reduced prepaid pension  assets  by
$13,342,000, reduced intangible pension assets by $7,498,000  and
reduced  total  shareholders' equity by  $25,014,000,  net  of  a
deferred  tax  asset of $11,253,000.  SFAS 158 did  not  have  an
effect on 2006 net earnings or prior year financial statements.

The  changes in the plans' benefit obligations and fair value  of
assets  for the Plan, supplemental executive plans and retirement
agreements for the years ended December 31, 2007 and 2006, and  a
statement of the funded status as of December 31, 2007  and  2006
are as follows:

December 31,                                   2007                  2006
                                    Assets exceed   Accumulated   Accumulated
                                     accumulated      benefits      benefits
(Thousands of dollars)                 benefits    exceed assets  exceed assets

Reconciliation of benefit obligation:
 Benefit obligation at beginning of year  $68,950      $ 52,380      $100,706
 Service cost                               2,736         2,266         4,415
 Interest cost                              3,893         2,558         5,902
 Actuarial gains                           (7,582)        3,070        15,131
 Benefits paid                             (2,341)       (1,519)       (4,824)
    Plan amendments                             -         1,142             -
 Settlement                                     -        (8,709)            -
  Benefit obligation at end of year       $65,656      $ 51,188      $121,330

Reconciliation of fair value of plan
 assets:
 Fair value of plan assets at beginning
  of year                                 $67,138      $      -      $ 57,383
 Actual return on plan assets               6,541             -         7,996
 Employer contributions                    10,000        10,228         6,583
 Benefits paid                             (2,341)       (1,519)       (4,824)
 Settlement                                     -        (8,709)            -
 Fair value of plan assets at end of year  81,338      $      -      $ 67,138
Funded status                             $15,682      $(51,188)     $(54,192)

The  funded  status for the Plan was $15,682,000 and $(1,812,000)
at  December  31,  2007 and 2006, respectively.  The  accumulated
benefit  obligation for the Plan was $59,674,000 and  $62,950,000
and  for  the  other  plans was $32,750,000  and  $39,346,000  at
December  31, 2007 and 2006, respectively.  Expected  future  net
benefit payments for all plans during each of the next five years
and  in  aggregate  for the five year period beginning  with  the
sixth  year  are as follows: $4,857,000, $7,028,000,  $6,160,000,
$5,403,000, $6,195,000, and $47,970,000, respectively.

<PAGE> 51

The amounts not reflected in net periodic benefit cost and
included in accumulated other comprehensive income (AOCI) at
December 31, 2007 and 2006 are as follows:

(Thousands of dollars)                            2007       2006

Accumulated loss, net of gain                  $(22,522)  $(33,379)
Prior service cost, net of credit                (8,483)    (7,931)
Transitional obligation                             (65)       (81)
Total Accumulated Other Comprehensive Income   $(31,070)  $(41,391)

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

                                        Years ended December 31,
(Thousands of dollars)                 2007       2006       2005

Components of net periodic benefit cost:

 Service cost                       $  5,002   $  4,415   $  3,913
 Interest cost                         6,451      5,902      5,137
 Expected return on plan assets       (5,486)    (4,462)    (4,115)
 Settlement                            3,671          -          -
 Amortization and other                2,224      2,815      1,323
 Net periodic benefit cost          $ 11,862   $  8,670   $  6,258

The amounts in AOCI expected to be recognized as components of
net periodic benefit cost in 2008 are as follows:

(Thousands of dollars)                                    2008

Accumulated loss, net of gain                            $  796
Prior service cost, net of credit                           923
Transition obligation                                        16
 Estimated net periodic benefit cost                     $1,735

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

Seaboard  participates in a multi-employer  pension  fund,  which
covers  certain  union  employees under a  collective  bargaining
agreement.   Seaboard is required to make contributions  to  this
plan  in  amounts  established under  the  collective  bargaining
agreement.   Contribution  expense for this  plan  was  $453,000,
$442,000 and $452,000 for the years ended December 31, 2007, 2006
and 2005, respectively.  The applicable portion of the total plan
benefits   and  net  assets  of  this  plan  is  not   separately
identifiable  although Seaboard has received notice  the  pension
fund   is   under   funded.   Seaboard   could,   under   certain
circumstances,  be liable for unfunded vested benefits  or  other
expenses  of this jointly administered union plan.  Seaboard  has
not  established any liabilities for potential future  withdrawal
as such withdrawal from this plan is not probable.

Seaboard maintains a defined contribution plan covering  most  of
its   domestic   salaried  and  clerical   employees.    Seaboard
contributes  to  the  plan an amount equal to  100%  of  employee
contributions  up  to  a maximum of 3% of employee  compensation.
Employee  vesting is based upon years of service with 20%  vested
after one year of service and an additional 20% vesting with each
additional  complete  year of service for the  significant  plan.
Contribution expense for this plan was $1,709,000, $1,643,000 and
$1,604,000 for the years ended December 31, 2007, 2006 and  2005,
respectively.    In  addition,  Seaboard  maintains   a   defined
contribution   plan  covering  most  of  its  hourly,   non-union
employees  and in 2005 assumed responsibility for and sponsorship
of  two  defined  contribution plans  covering

<PAGE> 52

most  of  Daily's employees. Contribution expense for these plans
was   $617,000,  $554,000  and  $440,000  for  the  years   ended
December 31, 2007, 2006 and 2005, respectively.

Beginning  in  2006, Seaboard established a deferred compensation
plan  which allows certain employees to reduce their compensation
in  exchange  for values in three investments.  Seaboard  has  an
Investment Option Plan which allowed certain employees to  reduce
their compensation in exchange for an option to acquire interests
measured  by reference to two investments.  However, as a  result
of  U.S.  tax  legislation passed in October 2004, reductions  to
compensation  earned after 2004 are no longer allowed  under  the
Investment  Option Plan.  The exercise price for each  investment
option  was established based upon the fair market value  of  the
underlying  investment on the date of grant.  Under  both  plans,
Seaboard  contributes  3% of the employees reduced  compensation.
Seaboard's  expense  for these two deferred  compensation  plans,
which  primarily includes amounts related to the change  in  fair
value  of  the  underlying investment accounts,  was  $2,298,000,
$2,466,000 and $1,433,000 for the years ended December 31,  2007,
2006  and  2005, respectively.  Included in other liabilities  at
December  31,  2007  and  2006 are $24,009,000  and  $19,009,000,
respectively, representing the market value of the payable to the
employees  upon  exercise for both plans.   In  conjunction  with
these plans, Seaboard purchased the specified number of units  of
the  employee-designated investment plus  the  applicable  option
price  for  the  Investment Option Plan.  These  investments  are
treated as trading securities and are stated at their fair market
values.    Accordingly,  as  of  December  31,  2007  and   2006,
$27,773,000 and $22,787,000 were included in other current assets
on the Consolidated Balance Sheets.  Investment income related to
the  mark-to-market of these investments for 2007, 2006, and 2005
totaled $2,183,000, $2,358,000 and $1,376,000, respectively.

Note 11

Commitments and Contingencies

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

In  September 2007, Seaboard Marine settled a lawsuit brought  by
an  individual for injuries as a result of an accident  occurring
during  vessel  loading  operations  in  late  2004.   Seaboard's
Protection  and Indemnity Insurer provided indemnity and  defense
for  the  case,  and  paid $7.5 million to fund  the  settlement.
Although   initially  disputing  coverage,   in   February   2008
Seaboard's Protection and Indemnity Insurer advised Seaboard that
it will not seek recovery from Seaboard of the settlement paid.

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

Contingent Obligations

Certain  of  the  non-consolidated  affiliates  and  third  party
contractors  who  perform services for Seaboard  have  bank  debt
supporting  their  underlying operations.   From  time  to  time,
Seaboard  will provide guarantees of that debt allowing  a  lower
borrowing rate or facilitating third party financing in order  to
further  business objectives.  Seaboard does not issue guarantees
of  third  parties  for compensation.  As of December  31,  2007,
Seaboard had guarantees outstanding to two third parties  with  a
total maximum exposure of $1,978,000.  Seaboard has not accrued a
liability  for any of the third party or affiliate guarantees  as
management considers the likelihood of loss to be remote.

As  of December 31, 2007, Seaboard had outstanding $67,629,000 of
letters  of  credit (LCs) with various banks.  Included  in  this
amount  are LCs that reduced Seaboard's borrowing capacity  under
its  committed credit facilities as discussed in Note 8  totaling
$42,688,000,  which support the IDRBs included as long-term  debt
and $13,708,000 of LCs related to insurance coverages.

<PAGE> 53

Commitments

As  of  December 31, 2007 Seaboard had various firm noncancelable
purchase  commitments  and commitments  under  other  agreements,
arrangements  and  operating leases as  described  in  the  table
below.

Purchase commitments                        Years ended December 31,

(Thousands of dollars)          2008     2009     2010    2011   2012Thereafter

Hog procurement contracts    $137,986 $152,827 $ 97,530 $64,852 $     - $     -

Grain and feed ingredients     99,518    1,177        -       -       -       -

Grain purchase contracts for
 resale                       249,239        -        -       -       -       -

Fuel purchase contract         22,562        -        -       -       -       -

Equipment purchases
   and facility improvements   38,610      425        -       -       -       -

Other purchase commitments      6,207        -        -       -       -       -

Total firm purchase
 commitments                  554,122  154,429   97,530  64,852       -       -

Vessel, time and voyage-
 charter arrangements          68,596   13,655        -       -       -       -

Contract grower finishing
 agreements                    12,044   12,041   11,903  11,098   9,273  52,078

Other operating lease payments 11,256    5,942    4,710   3,985   2,884   3,265

Total unrecognized firm
 commitments                 $646,018 $186,067 $114,143 $79,935 $12,157 $55,343

Seaboard  has contracted with third parties for the  purchase  of
live hogs to process at its pork processing plant and has entered
into grain and feed ingredient purchase contracts to support  its
live  hog  operations.  The commitment amounts  included  in  the
table   are   based   on   projected   market   prices   as    of
December 31, 2007.  During 2007, 2006 and 2005, this segment paid
$131,490,000,  $114,921,000  and $155,406,000,  respectively  for
live hogs purchased under committed contracts.

The  Commodity  Trading  and Milling segment  enters  into  grain
purchase  contracts  and  ocean freight contracts,  primarily  to
support firm sales commitments.  These contracts are valued based
on  projected  commodity prices as of December  31,  2007.   This
segment  also  has  short-term freight  contracts  in  place  for
delivery of future grain sales.

The  Power segment has entered into a contract for the supply  of
substantially all fuel required through June 2008 at market-based
prices.   The  fuel commitment shown above reflects  the  average
price  per barrel at December 31, 2007 for the minimum number  of
barrels specified in the agreement.

The  Marine segment enters into contracts to time-charter vessels
for use in its operations.  These contracts range from short-term
time-charters for a few months and long-term commitments  ranging
from  one  to three years.  This segment's charter hire  expenses
during  2007, 2006 and 2005 totaled $88,761,000, $91,747,000  and
$76,668,000, respectively.

To  support  the  operations of the Pork  segment,  Seaboard  has
contract  grower  finishing agreements in place with  farmers  to
raise  a  portion  of  Seaboard's hogs  according  to  Seaboard's
specifications  under  long-term service agreements.   Under  the
terms of the agreements, additional payments would be required if
the  grower achieves certain performance standards.  The contract
grower  finishing  obligations shown above do not  reflect  these
incentive  payments  which, given current operating  performance,
total approximately $1,500,000 per year.  In the event the farmer
is  unable  to perform at an acceptable level, Seaboard  has  the
right  to  terminate the contract.  During the years ended  2007,
2006  and  2005,  Seaboard  paid  $13,280,000,  $13,646,000   and
$12,970,000,   respectively,  under  contract  grower   finishing
agreements.

Seaboard  also  leases  various facilities  and  equipment  under
noncancelable operating lease agreements.  Seaboard is  currently
negotiating to extend its lease for its port terminal  operations
in  Miami,  which is scheduled to expire on September  30,  2008.
Rental  expense  for  operating leases amounted  to  $14,565,000,
$13,132,000 and $11,542,000 in 2007, 2006 and 2005, respectively.

<PAGE> 54

Note 12

Stockholders' Equity and Accumulated Other Comprehensive Loss

On  August 7, 2007, the Board of Directors authorized Seaboard to
repurchase  from  time to time prior to August  31,  2009  up  to
$50,000,000  market value of its Common Stock in open  market  or
privately  negotiated  purchases, of which  $19,512,000  remained
available  at  December  31, 2007.   As  of  December  31,  2007,
Seaboard used cash to repurchase 17,089 shares of common stock at
a  total  price of $30,488,000, including commissions of $38,000.
The stock repurchase will be funded by cash on hand or short-term
available  borrowing capacity.    Shares repurchased are  retired
and resume status of authorized and unissued shares.

In  a 2002 transaction (the Transaction) between Seaboard and its
parent company, Seaboard Flour LLC (the Parent Company), Seaboard
effectively repurchased shares of its common stock owned  by  the
Parent  Company in return for repayment of all indebtedness  owed
by the Parent Company to Seaboard.  As a part of the Transaction,
the  Parent  Company transferred to Seaboard  rights  to  receive
possible  future cash payments from a subsidiary  of  the  Parent
Company  and  Seaboard  also  received  tax  NOLs  which  allowed
Seaboard to reduce the amount of future income taxes it otherwise
would  pay.   Seaboard agreed to issue to the Parent Company  new
shares  of  common stock with a value equal to the cash  received
and/or the NOLs utilized.

On  September 15, 2005, Seaboard filed tax returns utilizing  the
NOLs  resulting in reducing its federal income tax by $8,317,000.
Based  on  terms of the Transaction, the price of the  shares  of
Seaboard's  common  stock to be issued to the Parent  Company  is
equal  to  the  ten day rolling average closing  price  prior  to
October  1, 2005, which was $1,317.44.  This resulted in Seaboard
issuing  6,313.34 shares to Parent Company on November  3,  2005.
As  all contingencies regarding the issuance of the shares to the
Parent  Company were resolved as of October 1, 2005, the weighted
average  number of common shares on a diluted basis includes  the
effect  of the weighted average dilutive securities amounting  to
1,557 shares for the year ended December 31, 2005.  The right  to
receive  any cash payments expired on September 17, 2007  without
Seaboard receiving any payments or issuing any additional  shares
to the Parent Company.

As  discussed  in Note 2, as a result of issuing a  4.74%  equity
interest  in Seaboard Foods LP in connection with the acquisition
of  Daily's during 2005, the difference between the fair value of
this  equity interest compared to the book value was recorded  as
additional paid-in capital in the amount of $13,263,000.

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

                                                     Years ended December 31,
(Thousands of dollars)                               2007      2006      2005

Cumulative foreign currency translation
 adjustment                                       $(58,719) $(55,811) $(53,229)
Unrealized gain on investments                       1,149     1,361       928
Unrecognized pension cost                          (21,081)  (28,140)   (1,041)
Net unrealized loss on cash flow hedges                  -       (55)      (33)
Deferred gain on interest rate swaps                     -       152       350

        Accumulated other comprehensive loss      $(78,651) $(82,493) $(53,025)



The  foreign currency translation adjustment primarily represents
the effect of the Argentine peso currency exchange fluctuation on
the  net  assets  of  the  Sugar and Citrus  segment.   When  the
Argentine government lifted the one to one parity of the peso  to
the  U.S.  dollar  at the end of 2001, the peso lost  significant
value  against the dollar.  At December 31, 2007, the  Sugar  and
Citrus  segment  had  $141,893,000 in net assets  denominated  in
Argentine  pesos, $10,360,000 in net assets denominated  in  U.S.
dollars  and  $57,628,000 of liabilities denominated in  Japanese
Yen in Argentina.

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

<PAGE> 55

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

Note 13

Segment Information

Seaboard   Corporation  had  five  reportable  segments   through
December  31, 2007: Pork, Commodity Trading and Milling,  Marine,
Sugar and Citrus, and Power, each offering a specific product  or
service.   Seaboard's reporting segments are based on information
used  by  Seaboard's Chief Executive Officer in his  capacity  as
chief  operating  decision  maker  to  determine  allocation   of
resources and assess performance.  Each of the five main segments
is   separately  managed  and  each  was  started   or   acquired
independent of the other segments.  The Pork segment produces and
sells  fresh  and  frozen  pork products to  further  processors,
foodservice  operators, grocery stores, distributors  and  retail
outlets throughout the United States, and to Japan and to certain
other foreign markets.  The Commodity Trading and Milling segment
internationally  markets  wheat, corn,  soybean  meal  and  other
similar commodities in bulk to third party customers and to  non-
consolidated  foreign affiliates, and operates flour,  maize  and
feed  mills in foreign countries.  The Marine segment,  based  in
Miami,  Florida,  provides containerized cargo shipping  services
between  the United States, the Caribbean Basin, and Central  and
South  America.   The  Sugar  and  Citrus  segment  produces  and
processes sugar, citrus and alcohol in Argentina primarily to  be
marketed  locally.  The Power segment operates as an  unregulated
independent  power producer in the Dominican Republic  generating
power  from  a  system of diesel engines mounted on  two  barges.
Revenues for the All Other segment are primarily derived from the
jalapeno pepper processing operations.

The  Pork  segment  derives  approximately  13%  percent  of  its
revenues  from  a few customers in Japan through one  agent.   In
addition, approximately all of its hourly employees at its Guymon
processing   plant   are  covered  by  a  collective   bargaining
agreement.  During the first quarter of 2006, Triumph Foods began
production  at  its new pork processing plant and Seaboard  began
marketing the related pork products for a fee primarily based  on
the number of head processed by Triumph Foods.  The Triumph Foods
plant reached full double shift operating capacity during 2007.

The  Pork segment has $28,372,000 of goodwill and $24,000,000  of
other intangibles not subject to amortization in connection  with
its acquisition of Daily's.  As discussed in Note 2, depending on
management's  future plans for expansion, there is a  possibility
that  either this goodwill or other intangible assets,  or  both,
could  be  deemed  impaired during some future  period  including
fiscal 2008, which may result in a material charge to earnings.

At  times during early 2007 and throughout 2006, Seaboard's power
production  was restricted by the regulatory authorities  in  the
Dominican  Republic.   The regulatory body  schedules  production
based  on  the  amount of funds available to pay  for  the  power
produced and the relative costs of the power produced.

Seaboard's produce division, representing the majority  of  sales
in the All Other segment, derives almost all of its revenues from
one customer.

Seaboard's investment in a Bulgarian wine business (the Business)
and  related losses from this Business are included  in  the  All
Other Segment.  As discussed in Note 5, after recording its share
of operating losses for the fourth quarter, Seaboard discontinued
using the equity method of accounting and wrote-off the remaining
investment  balance as of December 31, 2007.  In 2007  and  2006,
Seaboard recorded 50% of the losses from the Business compared to
100% in 2005.

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

<PAGE> 56

Sales to External Customers:

                                      Years ended December 31,
(Thousands of dollars)              2007        2006        2005

Pork                            $1,003,790  $1,002,656  $1,023,885
Commodity Trading and Milling    1,152,035     735,583     835,662
Marine                             822,221     741,563     638,296
Sugar and Citrus                   125,882     123,378      88,969
Power                               93,951      87,845      77,685
All Other                           15,422      16,372      24,397
   Segment/Consolidated Totals  $3,213,301  $2,707,397  $2,688,894


Operating Income:

                                       Years ended December 31,
(Thousands of dollars)              2007        2006        2005

Pork                            $   39,528  $  138,303  $  182,749
Commodity Trading and Milling       20,905      37,225      34,374
Marine                             104,156     106,033      90,922
Sugar and Citrus                    15,484      19,184      11,884
Power                                5,402       8,471       9,561
All Other                              634       1,530       2,604
   Segment Totals                  186,109     310,746     332,094
Corporate                          (16,194)    (13,751)    (12,049)
   Consolidated Totals          $  169,915  $  296,995  $  320,045


Income (Loss) from Foreign Affiliates:

                                       Years ended December 31,
(Thousands of dollars)              2007        2006        2005

Commodity Trading and Milling   $    5,232  $    6,323  $    8,138
Sugar and Citrus                       360      (1,060)        111
All Other                           (1,718)     (1,241)     (7,887)
   Segment/Consolidated Totals  $    3,874  $    4,022  $      362


Depreciation and Amortization:

                                       Years ended December 31,
(Thousands of dollars)              2007        2006        2005

Pork                            $   47,258  $   43,744  $   41,098
Commodity Trading and Milling        4,501       3,974       3,344
Marine                              16,568      13,502      11,047
Sugar and Citrus                     6,510       5,800       5,176
Power                                3,747       3,763       3,831
All Other                              320         192         375
   Segment Totals                   78,904      70,975      64,871
Corporate                              317         283         235
   Consolidated Totals          $   79,221  $   71,258  $   65,106

<PAGE> 57

Total Assets:

                                            December 31, December 31,
(Thousands of dollars)                          2007        2006

Pork                                        $  783,288  $  721,514
Commodity Trading and Milling                  447,211     301,672
Marine                                         231,278     176,673
Sugar and Citrus                               171,978     133,971
Power                                           64,647      66,978
All Other                                        6,993       8,464
   Segment Totals                            1,705,395   1,409,272
Corporate                                      388,304     552,161
   Consolidated Totals                      $2,093,699  $1,961,433

Investment in and Advances to Foreign Affiliates:

                                                  December 31,
(Thousands of dollars)                          2007        2006

Commodity Trading and Milling               $   59,538  $   38,748
Sugar and Citrus                                 1,168         636
All Other                                            -       3,073
   Segment/Consolidated Totals              $   60,706  $   42,457

Capital Expenditures:

                                       Years ended December 31,
(Thousands of dollars)              2007        2006        2005

Pork                            $   78,085  $   30,324  $    8,070
Commodity Trading and Milling        3,013       4,024      13,811
Marine                              61,045      30,429      30,028
Sugar and Citrus                    21,424      18,379      11,195
Power                                  218         107         277
All Other                              362       1,033         820
   Segment Totals                  164,147      84,296      64,201
Corporate                               26       1,590          40
   Consolidated Totals          $  164,173  $   85,886  $   64,241

Administrative   services  provided  by  the   corporate   office
allocated to the individual segments represent corporate services
rendered to and costs incurred for each specific division with no
allocation to individual segments of general corporate management
oversight    costs.    Corporate   assets   include    short-term
investments,   other   current   assets   related   to   deferred
compensation  plans,  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.

Geographic Information

Seaboard   had  sales  in  South  Africa  totaling  $322,998,000,
$172,067,000  and $167,748,000 for the years ended  December  31,
2007,  2006  and  2005, respectively, representing  approximately
10%,  6% and 6% of total sales for each respective year. No other
individual foreign country accounts for 10% or more of  sales  to
external customers.

<PAGE> 58

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

                                          Years ended December 31,
(Thousands of dollars)                   2007       2006       2005

United States                        $  936,825 $1,027,295 $  992,322
Caribbean, Central and South America  1,151,032    845,577    839,305
Africa                                  810,084    588,050    570,975
Pacific Basin and Far East              154,127    147,560    164,584
Canada/Mexico                            91,513     78,044     74,788
Eastern Mediterranean                    43,136      3,979     29,312
Europe                                   26,584     16,892     17,608
 Totals                              $3,213,301 $2,707,397 $2,688,894

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

                                                      December 31,
(Thousands of dollars)                              2007       2006

United States                                   $  593,271 $  520,215
Argentina                                           68,545     55,386
Dominican Republic                                  39,229     31,251
All other                                           29,350     31,325
 Totals                                         $  730,395 $  638,177

At  December  31,  2007  and  2006,  Seaboard  had  approximately
$183,647,000   and   $142,848,000,   respectively,   of   foreign
receivables,  excluding receivables due from foreign  affiliates,
which  generally  represent more of a collection  risk  than  the
domestic  receivables.   Management believes  its  allowance  for
doubtful accounts is adequate.

<PAGE> 59

Board of Directors

Steven J. Bresky                          Kevin M. Kennedy
Director and Chairman of the Board        Director
President and Chief Executive Officer     Chief Financial Officer,
                                          Nautilus Holdings Ltd.
David A. Adamsen
Director                                  Joseph E. Rodrigues
Vice President - Wholesale &              Director
Manufacturing,                            Retired, former Executive
The Penn Traffic Company                  Vice President and Treasurer

Douglas W. Baena
Director
Chief Executive Officer,
CreditAmerica Corporation


Officers

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

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

David M. Becker                   John A. Virgo
Vice President, General Counsel   Vice President, Corporate
and Secretary                     Controller and Chief Accounting
                                  Officer
Barry E. Gum
Vice President, Finance and       Adriana N. Hoskins
Treasurer                         Assistant Treasurer

James L. Gutsch
Vice President, Engineering

Chief Executive Officers of Principal Seaboard Operations

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

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

Edward A. Gonzalez
Marine

Stock Transfer Agent and           Availability of 10-K Report
Registrar of Stock
                                   Seaboard files its Annual
Computershare Trust Company,       Report on Form 10-K with the
N.A.                               Securities and Exchange
P.O. Box 43078                     Commission.  Copies of the
Providence, Rhode Island 0290-     Form 10-K for fiscal 2007 are
3078                               available without charge by
(800) 884-4225                     writing Seaboard Corporation,
                                   9000 West 67th Street, Shawnee
Auditors                           Mission, Kansas 66202,
                                   Attention: Shareholder
KPMG LLP                           Relations or via the Internet
1000 Walnut, Suite 1000            at www.seaboardcorp.com
Kansas City, Missouri 64106        Seaboard provides access to its
                                   most recent Form 10-K, 10-Q and
Stock Listing                      8-K reports on its Internet
                                   website, free of charge, as soon
Seaboard's common stock is         as reasonably practicable after
traded on the American Stock       those reports are electronically
Exchange under the symbol SEB.     filed with the Securities and
Seaboard had 218 shareholders      Exchange Commission.
of record of its common stock
as of February 8, 2008.

<PAGE> 60
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>3
<FILENAME>ex21.txt
<DESCRIPTION>LIST OF SUBSIDIAIRES
<TEXT>



                                      EXHIBIT 21


         SUBSIDIARIES                  NAMES UNDER        STATE OR OTHER
           OF THE                   WHICH SUBSIDIARIES     JURISDICTION
          REGISTRANT                   DO BUSINESS       OF INCORPORATION

Agencias Generales Conaven, C.A.          Conaven            Venezuela
Agencia Maritima del Istmo, S.A.           Same              Costa Rica
Almacenadora Conaven, S.A.                Conaven            Venezuela
Cape Fear Railways, Inc.                   Same              North Carolina
Cayman Freight Shipping Services, Ltd.     Same              Cayman Islands
Chestnut Hill Farms Honduras, S.
 de R.L. de C.V.                           Same              Honduras
ContiLatin del Peru S.A. *                 Same              Peru
Corporacion Alto Valle, S.A.              ALVASA             Dominican Republic
Delta Packaging Company Ltd.*              Same              Nigeria
Desarrollo Industrial Bioacuatico,
 S.A.*                                     Same              Ecuador
Eureka Chickens Limited *                  Same              Zambia
Franquicias Azucareras S.A.*               Same              Argentina
Gloridge Bakery (PTY) Limited *            Same              Republic of South
                                                              Africa
Granjas Porcinas del Ecuador, S.A.         Same              Ecuador
Grassmere Holdings Limited                 Same              Mauritius
Green Island Maritime, Inc.                Same              Florida
High Plains Bioenergy, LLC                 Same              Oklahoma
Hybrid Poultry (Mauritius) Limited *       Same              Mauritius
H&O Shipping Limited 1                     Same              Liberia
I.A.G. (Zambia) Limited                    Same              Zambia
Ingenio y Refineria San Martin del
  Tabacal S.R.L.                          Tabacal            Argentina
InterAfrica Grains Ltd.                    Same              Bermuda
JacintoPort International LP               Same              Texas
JP LP, LLC                                 Same              Delaware
JacintoPort International LLC              Same              Delaware
Les Moulins d'Haiti S.E.M. (LHM)*          Same              Haiti
Les Moulins de Madagascar, S.A.R.L.        Same              Madagascar
Lesotho Flour Mills Limited*               Same              Lesotho
Life Flour Mill Ltd.*                      Same              Nigeria
Merriam Financial Services, Ltd.           Same              Bermuda
Merriam Insurance Company, Ltd.            Same              Cayman Islands
Merriam International Finance B.V.         Same              The Netherlands
Minoterie de Matadi, S.A.R.L.*             Same              Democratic
                                                              Republic of Congo
Minoterie du Congo, S.A.                   Same              Republic of Congo

1  Owns eight foreign ship holding company subsidiaries

<PAGE>

                                      EXHIBIT 21
                                     (continued)

Mission Funding, L.L.C.                    Same              Delaware
Mobeira, SARL                              Same              Mozambique
Molinos Champion, S.A.*                    Same              Ecuador
Molinos del Ecuador, C.A.*                 Same              Ecuador
Mount Dora Farms de Honduras, S.R.L.       Same              Honduras
Mount Dora Farms Inc.                      Same              Florida
National Milling Company of Guyana,
 Inc.                                      Same              Guyana
National Milling Corporation Limited       Same              Zambia
Productores de Alcoholes y Melaza
 S.A.*                                     PAMSA             Argentina
Rafael del Castillo & Cia.
 S.A. *                             Molinos Tres Castillos   Colombia
Representaciones Maritimas y
 Aereas, S.A.                              Same              Guatemala
Representaciones y Ventas S.A.*            Same              Ecuador
SBF GP, LLC                                Same              Oklahoma
SBF Holdings, Inc.                         Same              Oklahoma
SBF Investments, Inc.                      Same              Oklahoma
Sea Cargo, S.A.                            Same              Panama
Seaboard de Colombia, S.A.                 Same              Colombia
Seaboard de Mexico USA LLC                 Same              Delaware
Seaboard de Nicaragua, S.A.                Same              Nicaragua
Seaboard del Ecuador Cia. Ltda.            Same              Ecuador
Seaboard del Peru, S.A.                    Same              Peru
Seaboard Farms of Athens, Inc.             Same              Kansas
Seaboard Farms of Elberton, Inc.           Same              Kansas
Seaboard Foods LP                          Same              Oklahoma
Seaboard Freight & Shipping Jamaica
 Limited                                   Same              Jamaica
Seaboard Guyana Ltd.                       Same              Bermuda
Seaboard Honduras, S. de R.L. de C.V.      Same              Honduras
Seaboard Marine Bahamas, Ltd.              Same              Bahamas
Seaboard Marine of Haiti, S.E.             Same              Haiti
Seaboard Marine Ltd. 2                     Same              Liberia
Seaboard Marine of Florida, Inc.           Same              Florida
Seaboard Marine (Trinidad) Limited         Same              Trinidad
Seaboard Minoco Ltd.                       Same              Bermuda
Seaboard MOZ Limited                       Same              Bermuda
Seaboard (Nigeria) Limited                 Same              Nigeria

2 Owns twelve foreign ship holding company subsidiaries

<PAGE>

                                      EXHIBIT 21
                                     (continued)

Seaboard Overseas (Kenya) Limited          Same              Kenya
Seaboard Overseas Limited                  Same              Bermuda
Seaboard Overseas Management Company,
 Ltd.                                      Same              Bermuda
Seaboard Overseas Trading and Shipping
 (PTY) Ltd.                                Same              South Africa
Seaboard Ship Management Inc.              Same              Florida
Seaboard Solutions de Honduras, S.de R.L.  Same              Honduras
Seaboard Solutions, Inc.                   Same              Delaware
Seaboard Trading and Shipping Ltd.         Same              Kansas
Seaboard Transport Inc.                    Same              Oklahoma
Seaboard West Africa Limited               Same              Sierra Leone
Seaboard Zambia Ltd.                       Same              Bermuda
SEADOM, S.A.                               Same              Dominican Republic
SeaMaritima, S.A. de C.V.                  Same              Mexico
SeaRice Limited                            Same              Bermuda
Secuador Limited                           Same              Bermuda
SEEPC (Nigeria) Ltd.*                      Same              Nigeria
Servicios Maritimos Intermodales, C.A.     Same              Venezuela
Shawnee Funding, Limited Partnership       Same              Delaware
Shawnee GP LLC                             Same              Delaware
Shawnee LP LLC                             Same              Delaware
Shilton Limited                            Same              Cayman Islands
Shilton Zambia, LTd.                       Same              Zambia
SSI Ocean Services, Inc.                   Same              Florida
Top Feeds Limited*                         Same              Nigeria
Transcontinental Capital Corp. (Bermuda)
 Ltd.                                      TCCB              Bermuda
Unga Farmcare (East Africa) Limited*       Same              Kenya
Unga Holdings Limited*                     Same              Kenya
Unga Limited*                              Same              Kenya
Unga Millers (Uganda) Limited*             Same              Uganda

*Represents a non-controlled, non-consolidated affiliate.

<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>4
<FILENAME>ex31-1.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302
<TEXT>


                                                          Exhibit 31.1

                            CERTIFICATIONS

I, Steven J. Bresky, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date: February 28, 2008
                            /s/ Steven J. Bresky
                            Steven J. Bresky, President and
                            Chief Executive Officer

<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>5
<FILENAME>ex31-2.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302
<TEXT>


                                                          Exhibit 31.2

                            CERTIFICATIONS

I, Robert L. Steer, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date: February 28, 2008
                            /s/ Robert L. Steer
                            Robert  L.  Steer, Senior Vice President,
                            Chief Financial Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>6
<FILENAME>ex32-1.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906
<TEXT>


                                                     Exhibit 32.1


                    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 Annual Report on Form  10-K
for  the  fiscal  year ended December 31, 2007  (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. section 1350,  as  adopted pursuant  to section 906 of the
Sarbanes-Oxley Act of 2002, that, to my knowledge:

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

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

Date: February 28, 2008

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

<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>7
<FILENAME>ex32-2.txt
<DESCRIPTION>CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906
<TEXT>


                                                     Exhibit 32.2


                    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 Annual Report on Form  10-K
for  the  fiscal  year ended December 31, 2007  (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. section 1350,  as  adopted pursuant  to section 906 of the
Sarbanes-Oxley Act of 2002, that, to my knowledge:

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

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

Date: February 28, 2008
                                /s/ Robert L. Steer
                                Robert L. Steer, Senior Vice President,
                                Chief Financial Officer

<PAGE>







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