UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1999 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to _______ _____________ Commission File Number 1-3390 Seaboard Corporation (Exact name of registrant as specified in its charter) Delaware 04-2260388 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 9000 W. 67th Street, Shawnee Mission, Kansas 66202 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (913) 676-8800 Not Applicable (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No ___. There were 1,487,520 shares of common stock, $.01 par value per share, outstanding on April 30, 1999. Total pages in filing - 16 pages PART I - FINANCIAL INFORMATION Item 1. Financial Statements SEABOARD CORPORATION AND SUBSIDIARIES Condensed Consolidated Balance Sheets March 31, 1999 and December 31, 1998 (Thousands of dollars) (Unaudited) March 31, December 31, 1999 1998 Assets Current assets: Cash and cash equivalents $ 16,708 $ 20,716 Short-term investments 129,917 155,763 Receivables, net 177,415 181,583 Inventories 240,826 214,846 Deferred income taxes 14,692 14,604 Prepaid expenses and deposits 21,521 13,757 Total current assets 601,079 601,269 Investments in and advances to foreign affiliates 28,407 28,416 Net property, plant and equipment 558,197 559,749 Other assets 35,396 33,700 Total assets $1,223,079 $1,223,134 Liabilities and Stockholders' Equity Current liabilities: Notes payable to banks $ 162,612 $ 158,980 Current maturities of long-term debt 18,511 18,608 Accounts payable 55,060 73,481 Other current liabilities 130,747 114,395 Total current liabilities 366,930 365,464 Long-term debt, less current maturities 329,452 329,469 Deferred income taxes 45,681 44,147 Other liabilities 29,246 28,580 Total non-current and deferred liabilities 404,379 402,196 Minority interest 1,351 5,682 Stockholders' equity: Common stock of $1 par value, Authorized 4,000,000 shares; issued 1,789,599 shares 1,790 1,790 Less 302,079 shares held in treasury (302) (302) 1,488 1,488 Additional capital 13,214 13,214 Accumulated other comprehensive income (115) (81) Retained earnings 435,832 435,171 Total stockholders' equity 450,419 449,792 Total liabilities and stockholders' equity $1,223,079 $1,223,134 See notes to condensed consolidated financial statements. SEABOARD CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Earnings Three months ended March 31, 1999 and 1998 (Thousands of dollars except per share amounts) (Unaudited) March 31, March 31, 1999 1998 Net sales $ 367,607 $ 446,532 Cost of sales and operating expenses 327,311 398,056 Gross income 40,296 48,476 Selling, general and administrative expenses 30,000 36,215 Operating income 10,296 12,261 Other income (expense): Interest income 1,852 1,616 Interest expense (9,591) (7,812) Income (loss) from foreign affiliates 85 (2,576) Minority interest 474 - Miscellaneous 611 620 Total other income (expense), net (6,569) (8,152) Earnings before income taxes 3,727 4,109 Income tax expense 2,694 1,245 Net earnings $ 1,033 $ 2,864 Earnings per common share $ .69 $ 1.93 Dividends declared per common share $ .25 $ .25 Average number of shares outstanding 1,487,520 1,487,520 See notes to condensed consolidated financial statements. SEABOARD CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows Three months ended March 31, 1999 and 1998 (Thousands of dollars) (Unaudited) March 31, March 31, 1999 1998 Cash flows from operating activities: Net earnings $ 1,033 $ 2,864 Adjustments to reconcile net earnings to cash from operating activities: Depreciation and amortization 14,574 15,334 (Income) loss from foreign affiliates (85) 2,576 Gain from sale of fixed assets (608) (484) Deferred income taxes 1,469 (949) Changes in current assets and liabilities: Receivables, net of allowance 4,168 (9,947) Inventories (25,980) 21,005 Prepaid expenses and deposits (7,764) (4,011) Current liabilities exclusive of debt (2,069) (15,751) Other, net (2,222) (925) Net cash from operating activities (17,484) 9,712 Cash flows from investing activities: Purchase of investments (99,497) (66,758) Proceeds from the sale or maturity of investments 125,286 66,118 Capital expenditures (14,887) (12,644) Proceeds from sale of fixed assets 1,508 4,332 Notes receivable 28 394 Additional investment in a controlled subsidiary (2,202) - Investments in and advances to foreign affiliates 94 (8,997) Investment in domestic affiliate - (2,500) Net cash from investing activities 10,330 (20,055) Cash flows from financing activities: Notes payable to bank, net 3,632 11,176 Principal payments of long-term debt (114) (262) Dividends paid (372) (372) Net cash from financing activities 3,146 10,542 Net change in cash and cash equivalents (4,008) 199 Cash and cash equivalents at beginning of year 20,716 8,552 Cash and cash equivalents at end of quarter $ 16,708 $ 8,751 See notes to condensed consolidated financial statements. SEABOARD CORPORATION AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements Note 1 - Accounting Policies and Basis of Presentation The consolidated financial statements include the accounts of Seaboard Corporation and its domestic and foreign subsidiaries (the "Company"). All significant intercompany balances and transactions have been eliminated in consolidation. The Company's investments in non- controlled affiliates are accounted for by the equity method. The unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 1998 as filed in its Annual Report on Form 10-K. The accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring accruals) which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows. Results of operations for interim periods are not necessarily indicative of results to be expected for a full year. For the three months ended March 31, 1999 and 1998, other comprehensive income adjustments consisted of an immaterial unrealized gain on available-for-sale securities and foreign currency cumulative translation adjustment, net of tax. Note 2 - Inventories The following is a summary of inventories at March 31, 1999 and December 31, 1998 (in thousands): March 31, December 31, 1999 1998 At lower of last-in, first-out (LIFO) cost or market: Live poultry $ 24,569 $ 24,840 Dressed poultry 24,574 22,961 Feed ingredients, packaging supplies and other 5,106 5,813 54,249 53,614 LIFO allowance 4,662 2,811 Total inventories at lower of LIFO cost or market 58,911 56,425 At lower of first-in, first-out (FIFO) cost or market: Live hogs 74,749 75,887 Grain, flour and feed 31,471 8,196 Sugar produced and in process 24,576 26,025 Crops in production and related materials 10,300 11,233 Dressed pork 6,340 8,486 Other 34,479 28,594 Total inventories at lower of FIFO cost or market 181,915 158,421 Total inventories $240,826 $214,846 Significant decreases in commodity prices during 1999 and 1998 have eliminated the LIFO reserve as overall poultry feed costs have decreased below base year levels. This change in LIFO reserve is reflected in earnings as a reduction in cost of sales. Note 3 - Contingencies The Company is a defendant in a pending arbitration proceeding and related litigation in Puerto Rico brought by the owner of a chartered barge and tug which were damaged by fire after delivery of the cargo. Damages of $47.6 million are alleged. The Company is vigorously defending the action and believes that it has no responsibility for the loss. The Company also believes that it would have a claim for indemnity if it were held liable for any loss. The Company is subject to various other legal proceedings related to the normal conduct of its business. In the opinion of management, none of these actions is expected to result in a judgment having a materially adverse effect on the consolidated financial statements of the Company. Note 4 - Segment Information The following tables set forth specific financial information about each segment as reviewed by the Company's management. Operating income for segment reporting is prepared on the same basis as that used for consolidated operating income. Operating income is used as the measure of evaluating segment performance because management does not consider interest and income tax expense on a segment basis. The Company accounted for its investment in Tabacal using the equity method through December 1998. Effective December 31, 1998, the Company obtained voting control over a majority of the capital stock of Tabacal. Accordingly, during 1999 the operating results of Tabacal are accounted for as a consolidated subsidiary. Due to the significance of Tabacal's operating results, it is reported as an additional segment (Sugar and Citrus) in 1999. The December 31, 1998, total assets by segment information has been restated to reflect Tabacal as a separate segment. No comparative 1998 segment operating result information is provided as Tabacal's results were reported under the equity method in 1998. Sales to External Customers Three Months Ended March 31, (Thousands of dollars) 1999 1998 Poultry $ 110,671 $ 125,188 Pork 120,163 121,736 Marine 70,221 77,043 Commodity Trading and Milling 41,699 82,625 Sugar and Citrus 5,132 - All Other 19,721 39,940 Segment/Consolidated Totals $ 367,607 $ 446,532 Operating Income Three Months Ended March 31, (Thousands of dollars) 1999 1998 Poultry $ 6,489 $ 607 Pork 4,791 (2,373) Marine 2,355 6,924 Commodity Trading and Milling 1,338 2,825 Sugar and Citrus (3,878) - All Other 236 4,365 Segment Totals 11,331 12,348 Reconciliation to consolidated totals- Corporate Items (1,035) (87) Consolidated Totals $ 10,296 $ 12,261 Total Assets March 31, December 31, (Thousands of dollars) 1999 1998 Poultry $ 188,363 $ 188,558 Pork 386,171 387,699 Marine 86,833 99,609 Commodity Trading and Milling 135,834 108,822 Sugar and Citrus 164,128 162,094 All Other 99,208 107,029 Segment Totals 1,060,537 1,053,811 Reconciliation to consolidated totals- Corporate items 162,542 169,323 Consolidated Totals $1,223,079 $1,223,134 Administrative services provided by the corporate office are primarily allocated to the individual segments based on revenues. Corporate assets include short-term investments, certain investments in and advances to foreign affiliates, fixed assets, deferred tax amounts and other miscellaneous items. Corporate operating losses represent certain operating costs not specifically allocated to individual segments. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations LIQUIDITY AND CAPITAL RESOURCES March 31, December 31, 1999 1998 Current ratio 1.64:1 1.65:1 Working capital $234.1 $235.8 Cash from operating activities for the three months ended March 31, 1999, decreased $27.2 million compared to the same period one year earlier. The decrease in cash flows was primarily related to changes in certain components of working capital and, to a lesser extent, the timing of normal receipts and payments. Within the Commodity Trading and Milling segment there were several more voyages in transit at March 31, 1999 than at December 31, 1998, resulting in an increase in inventory balances and a partially offsetting increase in deferred revenue balances. During the first quarter of 1998 the sell-off of a build-up of poultry leg-quarter inventory and a decrease in voyages in transit resulted in a decrease in inventories during that period. The Company invested $14.9 million in property, plant and equipment for the three months ended March 31, 1999, of which $3.3 million was expended in the Poultry segment, $3.1 million in the Pork segment, $4.2 million in the Marine segment, $2.0 million in the Sugar and Citrus segment, and $2.3 million in other businesses of the Company. The Company invested $3.3 million primarily for the expansion projects at the Mayfield, Kentucky and Chattanooga, Tennessee, poultry facilities. The Company anticipates spending $53.5 million over the next nine months for these expansions and to make general upgrades to other poultry facilities. Management anticipates these expenditures will be financed by internally generated cash. The Company invested $3.1 million primarily for improvements to the pork processing plant. The Company plans to invest $10.7 million over the next nine months for general upgrades to the pork processing plant and continued expansion of hog production facilities. Capital expenditures in the Marine segment totaled $4.2 million to purchase a vessel previously chartered and for general replacement and upgrades of property and equipment. Over the next nine months, the Company anticipates spending $9.3 million for the purchase of an additional vessel currently chartered and for general replacement and upgrades of property and equipment. The Company invested $2.0 million in the Sugar and Citrus segment primarily for improvements to existing operations and expansion of sugarcane fields. Over the next nine months, the Company anticipates spending $13.0 million for additional improvement and expansion. Capital expenditures in the other segments for the three months ended March 31, 1999 included $2.3 million in general modernization and efficiency upgrades of plant and equipment. During the first quarter of 1999, the Company invested $2.2 million to acquire additional shares of a Bulgarian winery. The Company originally purchased a controlling interest in the winery in October 1998. In the first quarter of 1999, the Company's one-year revolving credit facilities totaling $145.0 million, maturing during the first quarter of 1999 were increased to $153.3 million and extended for an additional year. In addition, the existing five-year revolving credit facility totaling $25.0 million was increased to $26.7 million. As of March 31, 1999, the Company had $141.0 million outstanding under one- year revolving credit facilities totaling $153.3 million and $21.6 million outstanding under short-term uncommitted credit lines totaling $126.0 million. Management intends to continue seeking opportunities for expansion in the industries in which it operates and believes that the Company's liquidity, capital resources and borrowing capabilities are adequate for its current and intended operations. RESULTS OF OPERATIONS Net sales for the three months ended March 31, 1999 decreased by $78.9 million compared to the three months ended March 31, 1998. Operating income decreased by $2.0 million compared to the same quarter one year ago. As of December 31, 1998, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 131, "Disclosures about Segments of an Enterprise and Related Information." Accordingly, certain 1998 quarterly segment information below has been reclassified to conform with the new presentations. Poultry Segment Three Months Ended March 31, (Dollars in millions) 1999 1998 Net sales $ 110.7 125.2 Operating income $ 6.5 0.6 Net sales of poultry products during the first quarter of 1999 decreased $14.5 million compared to the first quarter of 1998. This decrease is primarily a result of decreased leg-quarter sales volume and price, partially offset by an increase in the sales volume and prices of further processed products. Decreased leg-quarter sales in 1999 are primarily attributable to the continued Russian economic crisis and the sell off of a build-up of leg-quarter inventories in the first quarter of 1998. As Russia is a large importer of leg quarters, the decrease in volume exported to Russia is increasing domestic supply, thereby lowering domestic leg-quarter prices. Sales volume and, to a lesser extent, prices of further processed products increased in the first quarter of 1999 compared to the first quarter of 1998. The Company continues to emphasize further processed products, generally involving the processing of smaller birds but resulting in higher per pound prices. Although management is unable to predict future poultry prices, it is anticipated that prices will generally remain favorable during 1999, with the exception of leg quarters. Operating income for the Poultry segment increased $5.9 million in the first quarter of 1999 compared to the first quarter of 1998, primarily as a result of lower finished feed costs, partially offset by lower leg-quarter sales prices. Although management cannot predict finished feed costs, it is anticipated that feed ingredient costs should continue to be favorable for most of 1999. Pork Segment Three Months Ended March 31, (Dollars in millions) 1999 1998 Net sales $ 120.2 121.7 Operating income $ 4.8 (2.4) Net sales for the Pork segment decreased $1.5 million in the first quarter of 1999 compared to the first quarter of 1998. Lower pork prices were largely offset by an increase in sales volume. Lower sales prices for most pork products have resulted from an industry wide excess supply of live hogs and, to a lesser extent, pricing pressure from the Asian economic situation. The increase in sales volume is the result of the hog processing plant operating at full capacity on a double-shift basis during the first quarter of 1999. The plant employed a second shift during the first quarter of 1998, but did not achieve full double-shift capacity until the third quarter of 1998. Although management cannot predict pork prices, it is anticipated that market conditions will be more favorable to the Company during the remainder of 1999 compared to 1998. Operating income for the Pork segment increased $7.2 million in the first quarter of 1999 compared to the first quarter of 1998 primarily as a result of a decrease in the cost of third party hogs processed and, to a lesser extent, a decrease in the cost of Company raised hogs. The decrease in the cost of Company raised hogs is primarily the result of lower grain prices. Although management cannot predict grain prices, it is anticipated that grain prices should continue to be favorable for most of 1999. Marine Segment Three Months Ended March 31, (Dollars in millions) 1999 1998 Net sales $ 70.2 77.0 Operating income $ 2.4 6.9 Net sales for the Marine segment decreased $6.8 million in the first quarter of 1999 compared to the first quarter of 1998. Cargo volumes and applicable cargo rates decreased in 1999 compared to 1998 primarily as a result of weakening economic conditions in certain South American markets the Company serves and, to a lesser extent, from lingering trade disruptions of northbound fruit cargo relating to Hurricane Mitch in Central America. Operating income from the Marine segment decreased $4.5 million in the first quarter of 1999 compared to the first quarter of 1998, primarily as a result of lower cargo volumes and rates discussed above. Management expects that these situations will continue to have a negative effect on financial results through at least the first half of 1999. A new U.S. shipping law, The Ocean Reform Act of 1998, will go into effect in May 1999 and will permit shipping companies to enter into unregulated confidential rate agreements with shippers. Management is not able to predict the impact of this new law on 1999 financial results. Commodity Trading and Milling Segment Three Months Ended March 31, (Dollars in millions) 1999 1998 Net sales $ 41.7 82.6 Operating income $ 1.3 2.8 Net sales for the Commodity Trading and Milling segment decreased $40.9 million in the first quarter of 1999 compared to the first quarter of 1998. The decrease is primarily a result of lower soybean sales, lower wheat sales to certain foreign affiliates and, to a lesser extent, a decrease in commodity prices sold in foreign markets. Operating income for this segment decreased $1.5 million in the first quarter of 1999 compared to the first quarter of 1998, primarily due to the decrease in wheat sales to certain foreign affiliates. Sugar and Citrus Segment Three Months Ended March 31, (Dollars in millions) 1999 1998 Net sales $ 5.1 - Operating income $ (3.9) - As discussed in Note 4 to the Condensed Consolidated Financial Statements, comparative operating results for the Sugar and Citrus segment are not presented as Tabacal was accounted for on the equity method in 1998. However, lower sugar prices have resulted in significantly lower revenues and higher losses in the first quarter 1999 compared to 1998. In the first quarter of 1998, the loss from foreign affiliates attributable to Tabacal was $2.0 million. To reduce future operating costs, management plans certain employee layoffs during the second quarter expected to result in related severance charges of approximately $3 to $4 million. Failure of sugar prices to return to historical levels could lower future expected cash flows to the extent that the carrying amount of Tabacal's long-lived asset values might be impaired. Any such impairment may require a write down of the related asset values with a corresponding charge to earnings sometime during 1999 or 2000. Although management cannot predict future sugar prices, it is anticipated that market conditions will continue to have a negative effect on Tabacal resulting in additional losses for the remainder of 1999. Other Operations Three Months Ended March 31, (Dollars in millions) 1999 1998 Net sales $ 19.7 39.9 Operating income $ 0.2 4.4 Net sales for all other segments decreased $20.2 million in the first quarter of 1999 compared to the first quarter of 1998. The decrease is primarily a result of the sale of the Puerto Rican baking operations in December 1998, partially offset by the revenues of the Bulgarian winery acquired late in 1998. Operating income for all other segments decreased $4.2 million in the first quarter of 1999 compared to the first quarter of 1998. This decrease primarily reflects the Puerto Rican baking operations sold in December 1998, lower operating income from the produce division and small losses from the Bulgarian winery acquired late in 1998. Selling, General and Administrative Expenses Selling, general and administrative (SG&A) expenses decreased $6.2 million to $30.0 million for the first quarter of 1999 compared to the first quarter of 1998. The decrease is primarily a result of the Puerto Rican baking operations sold in December 1998, partially offset by the winery acquired late in 1998 and consolidation of Tabacal results in 1999. As a percentage of revenues, SG&A increased slightly to 8.2% in the first quarter of 1999 from 8.1% in the first quarter of 1998. Interest Expense Interest expense increased $1.8 million in the first quarter of 1999 compared to the first quarter of 1998. The increase is primarily a result of increased long-term borrowings and higher overall borrowing rates. Increased long-term borrowings are primarily the result of the consolidation, effective December 1998, of the existing debts of Tabacal and the Bulgarian winery. Income (loss) from Foreign Affiliates Losses from foreign affiliates for the first quarter of 1998 were primarily attributable to the operations of Tabacal. As discussed in Note 4 to the Condensed Consolidated Financial Statements, Tabacal is included in 1999 consolidated operations. Minority Interest Minority interest represents the minority shareholders' share of the operating results of the Bulgarian winery acquired in the fourth quarter of 1998. Income Tax Expense The effective tax rate increased to 72% in the first quarter of 1999 from 30% in the first quarter of 1998. This increase is primarily attributable to an increase in losses from foreign entities for which no tax benefit is available. Other Financial Information In 1998, the Company expanded the scope of its original Year 2000 assessment and has completed the assessment of its primary mainframe computer systems, both hardware and software. Resolution of issues identified within the primary mainframe computer systems, including all necessary testing, is expected to be completed by mid-1999. The Company is in the advanced stages of assessing other computer and electronic information systems throughout its operations, with the objective of addressing any issues deemed critical to operations by mid-1999. Certain equipment with embedded chip technology cannot be tested or guaranteed by the manufacturer for Year 2000 compliance. Consequently, general contingency plans are being developed for certain locations including lists of spare parts to have on hand and work around options in case of failure. Although not deemed critical to consolidated operations, computer systems at certain international locations are being reviewed and upgrades are planned or in process. The failure to identify or resolve any significant Year 2000 issue in a timely manner could have a material adverse effect on the Company, including an interruption in, or a failure of, certain normal business activities or operations. The Company is also in the process of communicating with significant suppliers and customers to determine the extent to which the Company is vulnerable to failure of those third parties to resolve their own Year 2000 issues. The Company does not anticipate the cost of Year 2000 compliance by suppliers to be passed on to the Company and has not been informed of any material risks related to third party Year 2000 compliance. The Company is developing general contingency plans for some instances of third party noncompliance including limited backup utility sources to support live inventories for a short period of time. However, the failure of a significant third party supplier or customer to resolve its Year 2000 issues in a timely manner could have a material adverse effect on the Company, such as business disruptions resulting from noncompliance by a local utility (either electric, gas or water) or chartered vessel service. Based upon assessments completed to date, the Company believes that the total costs, including equipment replacements and internal costs consisting primarily of payroll related costs, to resolve Year 2000 issues will not be material to the Company's consolidated financial statements. Not all assessments are complete at this date and the discovery of a significant Year 2000 issue unknown at this time could materially alter this estimate. Derivative Information The Company is exposed to various types of market risks from its day- to-day operations. Primary market risk exposures result from changing interest rates and commodity prices. Changes in interest rates impact the cash required to service variable rate debt. Changes in commodity prices impact the cost of necessary raw materials as well as the selling prices of finished products. The Company uses interest rate swaps to manage risks of increasing interest rates. The Company uses corn, wheat, soybeans and soybean meal futures and options to manage risks of increasing prices of raw materials. The Company uses hog futures and options to manage risks of fluctuating prices of third party hogs acquired for processing. The Company is also subject to foreign currency exchange rate risk on a short-term note payable denominated in foreign currency. This risk is managed through the use of a foreign currency forward exchange agreement. The Company's market risk exposure related to these items has not changed substantially since December 31, 1998. SEABOARD CORPORATION AND SUBSIDIARIES PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The annual meeting of stockholders was held on April 26, 1999 in Newton, Massachusetts. Two items were submitted to a vote of stockholders as described in the Company's Proxy Statement dated March 25, 1999. The table below briefly describes the proposals and results of the stockholders' vote. Votes in Votes Favor Against Abstain 1. To elect: H. Harry Bresky, 1,443,476.75 0 1,530 Joe E. Rodrigues 1,443,096.75 0 1,910 David A. Adamsen 1,443,096.75 0 1,910 and Thomas J. Shields 1,443,476.75 0 1,530 as directors. 2. To ratify selection of KPMG LLP as independent auditors. 1,443,503.75 20 1,483 A shareholder proposal to recommend a stock split which had been included in the Company's proxy statement was not presented to the meeting as the proponent did not attend the meeting either in person or by duly qualified representative. SEABOARD CORPORATION AND SUBSIDIARIES PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 2.1 - Registrant's By-laws, as amended. 10.1 - Registrant's Executive Deferred Compensation Plan dated January 1, 1999 (b) Reports on Form 8-K. Seaboard Corporation has not filed any reports on Form 8-K during the quarter ended March 31, 1999. This Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which include statements concerning projection of revenues, income or loss, capital expenditures, capital structure or other financial items, statements regarding the plans and objectives of management for future operations, statements of future economic performance, statements of the assumptions underlying or relating to any of the foregoing statements and other statements which are other than statements of historical fact. These statements appear in a number of places in this Form 10-Q and include statements regarding the intent, belief or current expectations of the Company and its management with respect to (i) the cost and timing of the completion of new or expanded facilities, (ii) the Company's financing plans, (iii) the price of feed stocks and other materials used by the Company, (iv) the price for the Company's products and services, (v) the effect of Tabacal on the consolidated financial statements of the Company, (vi) the impact of Year 2000 issues, or (vii) other trends affecting the Company's financial condition or results of operations. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially as a result of various factors. The accompanying information contained in this Form 10-Q under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" identifies important factors which could cause such differences. PART II - OTHER INFORMATION SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DATE: May 7, 1999 Seaboard Corporation by: /s/ Robert L. Steer Robert L. Steer, Vice President-Chief Financial Officer (Authorized officer and principal financial and accounting officer)