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31
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
% collectively owned by Seaboard Flour LLC and SFC Preferred, LLC.Seaboard has reportable segments: Pork, Commodity Trading and Milling (“CT&M”), Marine, Liquid Fuels, Power and Turkey. Changes to Seaboard’s reportable segments became effective during 2024. Liquid Fuels, previously part of the Pork segment, became a separate reportable segment and the previously separate Sugar and Alcohol reportable segment became part of All Other. See Note 13 to the consolidated financial statements for further discussion of this segment change.
lag, depending on the specific entity.
32
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
$
$
Income taxes, net of refunds and tax credit sale proceeds
During 2024, Seaboard sold the majority of its 2023 transferable federal investment tax credits and received proceeds of $ million. Proceeds from the sale of tax credits are presented within cash flows from operating activities.
Non-cash activities include capital expenditures of $ million, $ million and $ million that were included in accounts payable and accrued expenses as of December 31, 2024, 2023 and 2022, respectively. Also, during 2024, there was a non-cash reclassification of a long-term investment in a business development company (“BDC”) to short-term investments. See Note 2 to the consolidated financial statements for further discussion of this reclassification. Non-cash activities associated with leases are included in Note 5 to the consolidated financial statements.
During 2024, the CT&M segment received $ million on behalf of an affiliate. The amount is included in accounts payable as of December 31, 2024 and is payable upon demand. During 2023, Seaboard paid $ million to settle a euro-denominated contingent consideration liability related to a 2018 CT&M segment acquisition. Cash flows from financing activities included the $ million recognized at the acquisition date, and cash flows from operating activities included the remaining $ million.
million and $ million, respectively, which generally represent more of a collection risk than the domestic receivables; however, as of December 31, 2024, no individual material amounts were deemed to have a heightened risk of collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.The activity within the allowance for credit losses was as follows:
()
$
Year ended December 31, 2023
$
()
$
Year ended December 31, 2022
$
()
$
(a) Provision amounts are charged to selling, general and administrative expenses.
(b) Includes write-offs net of recoveries, foreign currency translation adjustments and other adjustments.
million and $ million as of December 31, 2024 and 2023, respectively. There were notes receivable due from affiliates outstanding of $ million and $ million, net as of December 31, 2024 and 2023, respectively. Seaboard monitors the credit quality of notes receivable, using the current expected credit loss model.33
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
34
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
$
$
Foreign currency translation
—
Balance, December 31, 2023
Foreign currency translation
—
Balance, December 31, 2024
$
$
$
Separable intangible assets with finite lives are amortized over their estimated useful lives and evaluated for impairment similar to property, plant and equipment discussed above. The gross carrying amount and accumulated amortization for finite-lived intangibles were as follows:
$
$
$
$
$
Accumulated amortization and currency translation
()
()
()
()
()
()
Net carrying amount
$
$
$
$
$
$
Amortization of intangible assets was $ million for each of the years ended December 31, 2024, 2023 and 2022. Using the exchange rates in effect at year-end, estimated amortization of intangible assets as of December 31, 2024 is $ million each year for the next two years and $ million in year three.
$
Accretion expense
Ending balance
$
$
35
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
Seaboard’s transaction prices are mostly fixed, but occasionally include minimal variable consideration for early payment, volume and other similar discounts, which are highly probable based on the history with the respective customers. Taxes assessed by a governmental authority that are collected by Seaboard from a customer are excluded from sales. Seaboard recognizes a financing component only on obligations that extend longer than one year.
Deferred revenue represents cash payments received in advance of Seaboard’s performance or revenue billed that is unearned. The CT&M segment requires certain customers to pay in advance or upon delivery to avoid collection risk. The Marine segment’s deferred revenue balance primarily relates to the unearned portion of billed revenue when a vessel is on the water and has not arrived at the designated port. Deferred revenue balances are reduced when revenue is recognized. The majority of the deferred revenue balance as of year-end is recognized as revenue during the following quarter.
million, $ million and $ million for the years ended December 31, 2024, 2023 and 2022, respectively.36
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
$
Foreign equity securities
Domestic debt securities
Foreign debt securities
Money market funds held in trading accounts
Other trading securities
Total trading short-term investments
$
$
The unrealized gains (losses) related to trading securities still held at the end of the respective reporting period were $ million, $ million and ($) million for the years ended December 31, 2024, 2023 and 2022, respectively. Seaboard had $ million and $ million of short-term investments denominated in foreign currencies, primarily euros, as of December 31, 2024 and 2023, respectively.
As of December 31, 2024, Seaboard had long-term investments of $ million, primarily in real estate, classified in other non-current assets on the consolidated balance sheet. As of December 31, 2023, Seaboard had long-term investments of $ million which included an investment of $ million in a BDC. During 2024, the BDC completed an initial public offering and became a publicly traded company on the NYSE. Seaboard’s equity securities in this BDC are subject to the SEC’s restrictions of the timing and sale of shares held by ownership interests greater than 10%.
$
Pork products and materials
Grains, oilseeds and other commodities
Biofuels and related credits
Other
Total inventories at lower of FIFO cost and NRV
Grain, flour and feed at lower of weighted-average cost and NRV
Total inventories
$
$
37
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
-
years
$
$
Buildings and improvements
-
years
Machinery and equipment
-
years
Vessels
-
years
Vehicles
-
years
Office furniture and fixtures
-
years
Contract growers
-
years
Construction in progress
Total property, plant and equipment
Accumulated depreciation and amortization
()
()
Net property, plant and equipment
$
$
Seaboard’s capitalized interest on construction in progress was $ million, $ million and $ million for the years ended December 31, 2024, 2023 and 2022, respectively.
$
Finance lease liabilities
Other current liabilities
Non-current finance lease liabilities
Other liabilities
Lease cost is included in various line items in the consolidated statements of comprehensive income or capitalized to inventory. Operating lease cost and short-term lease cost are recognized on a straight-line basis over the lease term. Finance lease cost is recognized based on the effective interest method for the lease liability and straight-line amortization of the ROU asset. Variable lease payments are recognized when the circumstance on which those payments are assessed occurs.
$
$
Finance lease cost:
Amortization of right-of-use assets
Interest on lease liabilities
Variable lease cost (a)
Short-term lease cost (b)
Sublease income
—
()
()
Total lease cost
$
$
$
| (a) | Includes throughput of cargo containers in excess of minimums and changes in indexed charter hire rates. |
| (b) | Short-term leases are primarily for cargo containers and vessels. |
Weighted-average lease terms and discount rates were as follows as of December 31, 2024 and 2023:
Weighted-average discount rate
%
%
%
%
38
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
$
2026
2027
2028
2029
Thereafter
Total undiscounted lease payments
Less: imputed interest
Total lease liability
$
$
The following table includes supplemental cash and non-cash information related to leases. Seaboard reports the amortization of ROU assets and changes in operating lease liabilities in other liabilities, exclusive of debt in the consolidated statements of cash flows.
$
$
Operating cash flows from finance leases
Financing cash flows from finance leases
ROU assets obtained in exchange for new lease liabilities:
Operating leases
$
$
$
Finance leases
$
$
$
$
CT&M
()
Turkey
Other
Segment/Consolidated Totals
$
$
$
$
$
As Seaboard conducts its agricultural commodity trading business with third parties, consolidated subsidiaries and non-consolidated affiliates on an interrelated basis, cost of sales on affiliate sales transactions cannot be distinguished without making numerous assumptions, primarily with respect to mark-to-market accounting for commodity derivatives. Purchases of raw materials or services from related parties included in cost of sales were $ million, $ million and $ million for the years ended December 31, 2024, 2023 and 2022, respectively.
The Pork segment has investments in Seaboard Triumph Foods, LLC (“STF”) (%), which operates a pork processing plant, Daily’s Premium Meats, LLC (“Daily’s”) (%), which produces raw and pre-cooked bacon, and Seaboard de Mexico USA LLC (“Seaboard de Mexico”) (%), which debones hams. Seaboard’s Pork segment supplies raw materials to Daily’s, STF and Seaboard de Mexico for processing and also provides marketing services to Daily’s and STF for its pork products. STF supplies feedstock for the Liquid Fuels segment’s renewable diesel operations.
On January 1, 2022, Seaboard sold a % interest in Seaboard de Mexico to Triumph Foods, LLC, a partner in the Pork segment’s other joint ventures, for cash proceeds of approximately $ million, net of cash sold.
39
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
$
$
Net income
$
$
$
Total assets
$
$
$
Total liabilities
$
$
$
Total equity
$
$
$
The CT&M segment has investments in foreign businesses conducting flour, maize and feed milling, baking operations, protein production and processing, and agricultural commodity trading. The CT&M segment supplies commodities to the majority of its milling affiliates. As of December 31, 2024, the location and percentage ownership of CT&M’s affiliates were as follows: Botswana (%), Democratic Republic of the Congo (%), The Gambia (%), Kenya (%-%), Lesotho (%), Mauritania (%), Senegal (%), South Africa (%), Tanzania (%-%), Uganda (%-%) and Zambia (%) in Africa; Colombia (%-%), Ecuador (%-%), and Peru (%) in South America; Jamaica (%) and Haiti (%) in the Caribbean; Turkey (%) in Europe; and Canada (%) in North America. As of December 31, 2024, the CT&M segment’s carrying value of certain investments in affiliates was more than its share of the affiliates’ book value by $ million and is attributable primarily to goodwill.
During 2022, the CT&M segment sold a % interest in its U.S. protein and commodity trading company to the majority owner for cash proceeds of $ million. During 2024, the segment sold its remaining % interest in this investment for cash proceeds of $ million. During 2023, the CT&M segment lost significant influence of its Moroccan investments and since then, such investments are accounted for under the cost method of accounting.
Combined financial information for the CT&M segment’s non-consolidated affiliates was as follows. The information is impacted by the transactions discussed above.
$
$
Net income (loss)
$
$
()
$
Total assets
$
$
$
Total liabilities
$
$
$
Total equity
$
$
$
The Turkey segment represents Seaboard’s investment of % in Butterball. Seaboard does not have control of Butterball and all significant corporate governance matters are equally shared between Seaboard and its partner in Butterball. Within total assets, Butterball had indefinite-lived trade name intangible assets of $ million and goodwill of $ million as of December 31, 2024 and 2023.
Butterball’s financial information was as follows:
$
$
Operating income
$
$
$
Net income
$
$
$
Total assets
$
$
$
Total liabilities
$
$
$
Total equity
$
$
$
40
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
$
$
Net income
$
$
$
Total assets
$
$
$
Total liabilities
$
$
$
Total equity
$
$
$
million and $ million as of December 31, 2024 and 2023, respectively. Of the outstanding balance as of December 31, 2024, $ million was denominated in foreign currencies, with $ million denominated in the South African rand. Of the outstanding balance as of December 31, 2023, $ million was denominated in foreign currencies, with $ million denominated in the South African rand. The uncommitted lines of credit are due on demand and unsecured.Seaboard has a committed $ million line of credit secured by certain short-term investments that matures March 28, 2025. Draws bear interest at the Secured Overnight Financing Rate (“SOFR”) plus a spread. The outstanding balances under this committed line of credit were $ million and $ million as of December 31, 2024 and 2023, respectively.
The weighted-average interest rate for outstanding lines of credit was % and % as of December 31, 2024 and 2023, respectively.
Long-Term Debt
The following table is a summary of long-term debt:
$
Foreign subsidiary obligations
Other long-term debt
Total debt at face value
Current maturities and unamortized costs
()
()
Long-term debt, less current maturities and unamortized costs
$
$
On November 10, 2023, Seaboard Foods LLC (“Seaboard Foods”), a wholly owned subsidiary of Seaboard, entered into a Second Amended and Restated Term Loan Credit Agreement (“Amended Credit Agreement”) with CoBank, ACB, Farm Credit Services of America, PCA, and the lenders party thereto. The Amended Credit Agreement replaced the $ million unsecured term loan with a $ million unsecured term loan (“Term Loan due 2033”) and extended the maturity from September 25, 2028 to November 10, 2033. The Term Loan due 2033 provides for quarterly amortization of the principal balance of $ million with the balance due on the maturity date. The Term Loan due 2033 bears interest at one of four options selected by the borrower, including fluctuating rates based on various margins over a Base Rate, Term SOFR, Daily Simple SOFR or a fixed Quoted Rate. The interest rate was % and % as of December 31, 2024 and 2023, respectively. Seaboard was in compliance with all restrictive debt covenants as of December 31, 2024.
Seaboard has a note payable of $ million that incurs a fixed interest rate of % and matures in December 2027, with principal due upon maturity.
The aggregate minimum principal payments required on long-term debt as of December 31, 2024 were as follows: $ million in 2025, $ million in 2026, $ million in 2027, $ million in 2028, $ million in 2029 and $ million thereafter.
41
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
At the end of each reporting period, Seaboard reviews information with respect to its legal proceedings, claims and other related loss contingencies and updates its accruals, disclosures and estimates of reasonably possible loss or range of loss based on such reviews. Costs for defending claims are expensed as incurred. Any receivable for insurance recoveries is recorded separately from the corresponding liability, and only if recovery is determined to be probable and reasonably estimable.
Seaboard believes that it has meritorious defenses to the claims asserted in the matters described below, and it intends to defend them vigorously, but litigation is inherently unpredictable and there can be no assurances as to their outcomes. Seaboard does not currently believe that any of these matters will have a material adverse effect on its business or its consolidated financial position, results of operations or cash flows. However, Seaboard could incur judgments, enter into settlements or revise its expectations regarding the outcome of matters, which could have a material adverse effect in the particular annual or quarterly period in which the amounts are accrued or paid.
Helms-Burton Act Litigation
On July 21, 2021, a lawsuit was filed by an individual, Odette Blanco de Fernandez (“Ms. de Fernandez”), and the heirs (“Inheritors”) and estates (“Estates”) of of her siblings (Ms. de Fernandez, together with the Inheritors and the Estates being referred to as the “Plaintiffs”) against Seaboard Corporation in the U.S. District Court for the District of Delaware (the “Delaware District Court”), making claims under Title III of the Cuban Liberty and Solidarity Act of 1996, also known as the Helms-Burton Act (the “Act”). The same Plaintiffs filed a separate lawsuit against Seaboard Marine Ltd. (“Seaboard Marine”) on December 20, 2020, in the U.S. District Court for the Southern District of Florida (the “Florida District Court”). The complaints in each lawsuit seek unspecified damages (including treble damages) and pre-filing interest as provided in the Act; pre-judgment interest; attorneys’ fees, costs and expenses; and such other relief as is just and proper.
The Act provides that any person who knowingly and intentionally “traffics” in property which was confiscated by the Cuban government may be liable to any U.S. national who acquires an ownership interest in such property for money damages in an amount equal to the greater of the current fair market value of the property or the value of the property when confiscated, plus interest from the date of confiscation, reasonable attorneys’ fees and costs, and treble damages under certain circumstances. The complaint in each of the cases alleges that the Plaintiffs acquired ownership interests to a concession to develop port facilities at Mariel Bay, Cuba, and ownership of surrounding land, and that these and other property rights were confiscated by the Cuban government in 1960. The complaints further allege that Seaboard Corporation and Seaboard Marine knowingly and intentionally “trafficked” in the confiscated property within the meaning of the Act by carrying and/or directing cargo to the Port of Mariel.
The Florida District Court in the Seaboard Marine case dismissed the claims of the Inheritors and the Estates because they did not acquire the ownership claims prior to March 1996, as required by the Act. The remaining plaintiff, Ms. de Fernandez, contends she owns % of the companies that were granted the concession and owned land in or around Mariel Bay, Cuba. On August 19, 2022, the Florida District Court granted Seaboard Marine’s Motion for Summary Judgment and entered a Final Judgment (the “Summary Judgment”) in favor of Seaboard Marine. On September 1, 2022, the
42
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
Additional standalone “direct action” plaintiffs filed similar actions in federal courts throughout the country, several of which named Seaboard Corporation as a defendant. Those actions filed in courts other than the District of Minnesota have been conditionally transferred to Minnesota for pretrial proceedings pursuant to an order by the Judicial Panel on Multidistrict Litigation. The states of New Mexico and Alaska filed civil cases in state court against substantially the same defendants, including Seaboard Foods and Seaboard Corporation, based on substantially similar allegations.
On June 12, 2023, Seaboard Foods entered into a settlement agreement with the putative direct purchaser plaintiff class (the “DPP Class”). The settlement with the DPP Class does not cover the claims of (a) “direct action” plaintiffs (“DPPs”) that opted-out of Seaboard’s settlement with the DPP Class and are continuing direct actions; (b) other direct purchasers that opted-out of the settlement (“Other Opt-Outs”) and may in the future file actions against Seaboard; (c) the Commercial and Industrial Indirect Purchaser Class (the “CIIP Class”); or (d) the End User Consumer Indirect Purchaser Plaintiff Class (the “EUCP Class”). Subsequent to the settlement with the DPP Class, Seaboard settled with some of the DPPs and Other Opt-Outs. Seaboard continues to litigate against the DPPs it has not settled with, but Seaboard will consider additional reasonable settlements where they are available. On June 18, 2024 and June 20, 2024, Seaboard Foods entered into settlement agreements with the CIIP Class and the EUCP Class. The settlement with the EUCP Class remains subject to court approval. Seaboard Foods entered into settlement agreements with the state of Alaska on August 7, 2024 and the Commonwealth of Puerto Rico on January 2, 2025. Seaboard believes that these settlements were in the best interests of Seaboard and its stakeholders in order to avoid the uncertainty, risk, expense and distraction of protracted litigation. Seaboard believes that it has meritorious defenses to the claims alleged in these matters and intends to vigorously defend any matters not resolved by settlement. However, the outcome of litigation is inherently unpredictable and subject to significant uncertainties and, if unfavorable, could result in a material liability.
Cereoil and Nolston Litigation
On March 20, 2018, the bankruptcy trustee (the “Trustee”) for Cereoil Uruguay S.A. (“Cereoil”) filed a suit in the Bankruptcy Court of First Instance in Uruguay naming as parties Seaboard Corporation and its subsidiaries, Seaboard Overseas Limited (“SOL”) and Seaboard Uruguay Holdings Ltd. (“Seaboard Uruguay”). Seaboard Corporation has a % indirect ownership of Cereoil. The suit (the “Clawback Action”) seeks an order requiring Seaboard Corporation, SOL and Seaboard Uruguay to reimburse Cereoil the amount of approximately $ million (approximately $ million with interest at the statutory rate) (the “Clawback Amount”), contending that deliveries of soybeans to SOL pursuant to purchase
43
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
On April 27, 2018, the Trustee filed an additional suit in the Bankruptcy Court of First Instance in Uruguay that was served during the second quarter of 2018, naming as parties Seaboard Corporation, SOL, Seaboard Uruguay, all directors of Cereoil, including individuals employed by Seaboard who served as directors at the behest of Seaboard, and the Chief Financial Officer of Cereoil, an employee of Seaboard who also served at the behest of Seaboard (collectively, the “Cereoil Defendants”). The Trustee contends that the Cereoil Defendants acted with willful misconduct to cause Cereoil’s insolvency and should be ordered to pay all liabilities of Cereoil, net of assets. The bankruptcy filing listed the U.S. dollar equivalent of liabilities of approximately $ million and assets of approximately $ million. Based on the information received from the Trustee on the administration of the case and the liquidation of assets, as of December 31, 2024, the U.S. dollar equivalent of liabilities was estimated to be approximately $ million, and the liquidation value of the remaining assets is negligible. Seaboard believes that it has meritorious defenses to the claims alleged in this matter and intends to vigorously defend this matter. In the event of an adverse ruling, Seaboard Corporation and the other Cereoil Defendants could be ordered to pay the liabilities of Cereoil, net of any amounts received from the liquidation of Cereoil’s assets, and could be ordered to pay an inflation adjustment, interest, the Trustee’s fees and other expenses. Any award in this case should be reduced by the amount of any award in the Clawback Action described above that is paid to Cereoil.
On September 30, 2021, HSBC Bank (Uruguay) SA (“HSBC”), a creditor in the Cereoil bankruptcy proceeding pending in Uruguay, filed a suit in the U.S. District Court for the District of Kansas (the “Kansas District Court”) against Seaboard Corporation alleging claims for breach of contract, promissory estoppel, breach of the duty of good faith and fair dealing, unjust enrichment, fraud, negligent misrepresentation and fraud by concealment based upon a comfort letter, alleged statements by Cereoil personnel (including the Chief Financial Officer serving at the behest of Seaboard), and the same grain transactions that the Trustee challenges as fraudulent conveyances in the Cereoil bankruptcy in Uruguay discussed above. HSBC seeks $ million plus interest and other relief in excess of $ million. In March 2022, Seaboard filed a motion to dismiss HSBC’s claims on various grounds. On September 23, 2022, the Kansas District Court dismissed of HSBC’s claims. of those claims, for fraud, negligent misrepresentation and fraud by concealment, can be refiled by HSBC in Uruguay. The other claims, for breach of contract, breach of the duty of good faith and fair dealing and unjust enrichment, were dismissed with prejudice and cannot be refiled unless HSBC successfully appeals the Kansas District Court order. The claim not dismissed in this matter is for promissory estoppel. Seaboard believes that it has meritorious defenses to this claim and intends to vigorously defend this matter. In the event of an adverse ruling, Seaboard Corporation could be ordered to pay HSBC the amounts described above.
On May 15, 2018, the Trustee for Nolston S.A. (“Nolston”) filed a suit in the Bankruptcy Court of First Instance in Uruguay that was served during the second quarter of 2018, naming as parties Seaboard Corporation and the other Cereoil Defendants. Seaboard has a % indirect ownership of Nolston. The Trustee contends that the Cereoil Defendants acted with willful misconduct to cause Nolston’s insolvency and should be ordered to pay all liabilities of Nolston, net of assets. The bankruptcy filing listed the U.S. dollar equivalent of liabilities of approximately $ million and assets of approximately $ million. Based on the administration of the case which resulted in duplicative claims made in the Cereoil case and the liquidation of assets, as of December 31, 2024, the U.S. dollar equivalent of liabilities was estimated to be approximately $ million, and there are no remaining assets with any value. Seaboard believes that it has meritorious defenses to the claims alleged in this matter and intends to vigorously defend this matter. In the event of an adverse ruling, Seaboard Corporation and the other defendants could be ordered to pay the liabilities of Nolston, and could be ordered to pay an inflation adjustment, interest, the Trustee’s fees and other expenses.
Guarantees
Certain of Seaboard’s non-consolidated affiliates have debt supporting their underlying operations. From time to time, Seaboard will provide guarantees of such debt in order to further Seaboard’s business objectives. As of December 31, 2024, guarantees outstanding were not material. Seaboard accrues a liability for any guarantee management considers the likelihood of loss to be probable, and the amount accrued was immaterial.
44
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
$
$
$
$
—
$
—
$
Grain and ingredient commitments (b)
—
—
—
—
—
Grain and freight purchase contracts for resale (c)
—
—
—
—
—
Fuel supply contracts (d)
Capital expenditures (e)
—
—
—
—
—
Other commitments
Total unrecognized non-cancelable commitments
$
$
$
$
$
$
$
| (a) | The Pork segment has contracts with third parties for the purchase of hogs to support its operations. For variable costs, the amounts are based on projected market prices as of December 31, 2024. |
| (b) | The Pork segment enters into grain and ingredient purchase contracts to support its operations. For variable costs, the amounts are based on projected commodity prices as of December 31, 2024. |
| (c) | The CT&M segment enters into grain and freight purchase contracts, primarily to support firm sales commitments. The amounts are fixed or based on projected commodity prices as of December 31, 2024. |
| (d) | The Power segment has a natural gas supply contract for a significant portion of the fuel required for EDM III, the most recently constructed barge. Also, the Marine segment has a fuel supply agreement to purchase liquefied natural gas for the first new build 3,500 TEU dual-fueled vessels. vessels were delivered in 2024 and the third vessel was delivered in January 2025. The variable price components are based on market prices as of December 31, 2024. |
| (e) | The capital expenditures are primarily for the Marine segment’s construction of vessels expected to be delivered in 2025 and other investments that are expected to be substantially completed in 2025. |
% in equities and % in fixed-income securities. The investment strategy is periodically reviewed by management for adherence to policy and performance.The following tables show the qualified plans’ assets measured at estimated fair value as of December 31, 2024 and 2023, respectively, and the level within the fair value hierarchy used to measure each category of assets:
$
$
—
$
—
Foreign equity securities
—
—
Domestic fixed income mutual funds
—
—
Foreign fixed income mutual funds
—
—
Money market funds
—
—
Total assets
$
$
$
—
$
—
45
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
$
$
—
$
—
Foreign equity securities
—
—
Domestic fixed income mutual funds
—
—
Foreign fixed income mutual funds
—
—
Money market funds
—
—
Total assets
$
$
$
—
$
—
Assumptions used in determining pension information for the qualified and nonqualified plans were:
%
%
%
Discount rate used to determine net periodic benefit cost
%
%
%
Expected return on plan assets
%
%
%
Long-term rate of increase in compensation levels
%
%
%
Management selected the discount rates based on a model-based result where the timing and amount of cash flows approximates the estimated payouts. The expected return on the qualified plans’ assets assumption is based on the weighted average of asset class expected returns that is consistent with the qualified plans’ asset allocation and related long-term projected returns.
The aggregate changes in the benefit obligation and fair value of assets for the qualified and nonqualified plans and the funded status were as follows:
$
$
$
$
$
Service cost
Interest cost
Actuarial losses (gains)
()
()
()
()
Plan settlements
—
()
()
()
()
()
Benefits paid
()
()
()
()
()
()
Benefit obligation at end of year
$
$
$
$
$
$
Reconciliation of fair value of plan assets:
Fair value of plan assets at beginning of year
$
$
$
$
$
$
Actual return on plan assets
Employer contributions
—
—
Plan settlements
—
()
()
()
()
()
Benefits paid
()
()
()
()
()
()
Fair value of plan assets at end of year
$
$
$
$
$
$
Funded status
$
$
()
$
()
$
$
()
$
()
The benefit obligation decreased due to higher discount rates, further settlements and benefits paid. During 2023, Seaboard entered into an agreement with an insurance company to purchase a group annuity contract for a select group of retirees in the qualified pension plans.
46
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
The net periodic benefit cost of these plans was as follows:
$
$
Interest cost
Expected return on plan assets
()
()
()
Amortization
—
Settlement loss recognized
—
Net periodic benefit cost
$
$
$
The amounts not reflected in net periodic benefit cost and included in accumulated other comprehensive loss before taxes as of December 31, 2024 and 2023 were $() million and $ million, respectively. Such amounts primarily represent the cumulative unrecognized net actuarial gains and losses that are generally amortized over the average remaining working lifetime of the active participants for all of these plans.
Seaboard has defined contribution retirement programs for various groups of employees. Contribution expense for these programs was $ million for each of the years ended December 31, 2024, 2023 and 2022.
Seaboard has deferred compensation plans that allow certain employees to reduce their compensation in exchange for values in various investments. In conjunction with these plans, Seaboard purchases investments that are classified as trading securities and included in other current assets, and recognizes the amount payable to employees in other current liabilities on the consolidated balance sheets. Investments for Seaboard’s deferred compensation plans were $ million and $ million as of December 31, 2024 and 2023, respectively. The amount payable to employees was $ million and $ million as of December 31, 2024 and 2023, respectively. Deferred compensation plan costs recognized in selling, general and administrative expenses are offset by the effect of the mark-to-market adjustments on investments recorded in other investment income (loss).
47
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
$
$
—
$
—
Foreign equity securities
—
—
Domestic debt securities
—
Foreign debt securities
—
Money market funds held in trading accounts
—
—
Other trading securities
—
—
Trading securities – other current assets
—
—
Derivatives
—
Total assets
$
$
$
$
—
Liabilities:
Derivatives
$
$
$
—
$
—
Total liabilities
$
$
$
—
$
—
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | December 31, | | | | | | | | | |
| |
(Millions of dollars) | | 2023 | | Level 1 | Level 2 | Level 3 |
| ||||||
Assets: | | | | | | | | | | | | | |
Trading securities – short-term investments: | | | | | | | | | | | | | |
Domestic equity securities | | $ |
| | $ |
| | $ | — | | $ | — | |
Foreign equity securities | | |
| | |
| | | — | | | — | |
Domestic debt securities | | |
| | |
| | |
| | | — | |
Foreign debt securities | | |
| | |
| | |
| | | — | |
Money market funds held in trading accounts | | |
| | |
| | | — | | | — | |
Other trading securities | |
|
| |
| — | |
|
| |
| — | |
Trading securities – other current assets | | |
| | |
| | | — | | | — | |
Long-term investment – BDC | |
|
| |
| — | |
|
| |
| — | |
Derivatives | | |
| | |
| | |
| | | — | |
Total assets | | $ |
| | $ |
| | $ |
| | $ | — | |
Liabilities: | | | | | | | | | | | | | |
Derivatives | | $ |
| | $ |
| | $ |
| | $ | — | |
Total liabilities | | $ |
| | $ |
| | $ |
| | $ | — | |
Financial instruments consisting of cash and cash equivalents, net receivables, lines of credit and accounts payable are carried at cost, which approximates fair value, as a result of the short-term nature of the instruments. The fair value of short-term investments is measured using multiple levels. Debt securities categorized as level 1 in the fair value hierarchy include debt securities held in mutual funds and exchange-traded funds. The trading securities classified as other current assets above are assets held for Seaboard’s deferred compensation plans.
As of December 31, 2023, Seaboard held a long-term investment in a BDC. During 2024, the BDC completed an IPO, and the investment is included in short-term investments as of December 31, 2024. See Note 2 to the consolidated financial statements for further discussion.
The fair value of long-term debt is estimated by comparing interest rates for debt with similar terms and maturities. As
48
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
Commodity Instruments
Seaboard uses various derivative futures and options to manage some of its risk to price fluctuations for raw materials and other inventories, finished product sales and firm sales commitments. Commodity derivatives are recorded at fair value, with any changes in fair value recognized as a component of cost of sales in the consolidated statements of comprehensive income.
Seaboard had the following aggregated outstanding notional amounts:
Hogs and pork products
Pounds
Soybean oil
Pounds
Soybean meal
Tons
—
Foreign Currency Exchange Agreements
Seaboard enters into foreign currency exchange agreements to manage the foreign currency exchange rate risk of certain transactions denominated in foreign currencies. Foreign currency exchange agreements that primarily relate to an underlying commodity transaction are recorded at fair value with changes in value recognized as a component of cost of sales. Other foreign currency exchange agreements are recognized as a component of foreign currency gains (losses), net. As of December 31, 2024 and 2023, Seaboard had foreign currency exchange agreements with notional amounts of $ million and $ million, respectively, primarily related to the South African rand and euro.
The following table provides the amount of gain (loss) recorded for each type of derivative and where it was recognized in the consolidated statements of comprehensive income:
)
$
()
Foreign currencies
Cost of sales
()
Foreign currencies
Foreign currency gains (losses), net
()
The following table provides the fair value of each type of derivative held and where each derivative is included in the consolidated balance sheets:
$
Other current liabilities
$
$
Foreign currencies
Other current assets
Other current liabilities
—
Seaboard’s commodity derivative assets and liabilities are presented in the consolidated balance sheets on a net basis, including netting the derivatives with the related margin accounts. As of December 31, 2024 and 2023, the commodity derivatives had a margin account balance of $ million and $ million, respectively, resulting in a net other current asset in the consolidated balance sheets of $ million and $ million, respectively.
49
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
The components of accumulated other comprehensive loss (“AOCL”), net of related taxes, were as follows:
)
$
()
$
()
Other comprehensive income (loss) before reclassifications
()
()
Amounts reclassified from AOCL to net earnings
(a)
(b)
Other comprehensive income (loss), net of tax
()
Balance, December 31, 2022
$
()
$
()
$
()
Other comprehensive income (loss) before reclassifications
()
Amounts reclassified from AOCL to net earnings
—
(b)
Other comprehensive income (loss), net of tax
()
Balance, December 31, 2023
$
()
$
()
$
()
Other comprehensive income before reclassifications
Amounts reclassified from AOCL to net earnings
(b)
Other comprehensive income, net of tax
Balance, December 31, 2024
$
()
$
$
()
(a) This reclassification adjustment primarily reflects the recognition of a currency translation adjustment upon the disposition of a CT&M business in Brazil whose functional currency was the Brazilian real.
(b) This primarily represents the amortization of actuarial losses (gains) that were included in net periodic pension cost. See Note 9 to the consolidated financial statements for further discussion.
The cumulative foreign currency translation adjustment primarily represents the effect of the Argentine peso currency exchange fluctuation on the net assets of the sugar and alcohol business. The business’s functional currency has been the U.S. dollar due to highly inflationary accounting since 2018. Under highly inflationary accounting, the financial statements of a subsidiary are remeasured into Seaboard’s reporting currency (U.S. dollars) and exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in net income, rather than accumulated other comprehensive income (loss) on the balance sheet. The adjustments for the years presented are related to non-U.S. dollar functional currencies of consolidated subsidiaries and non-consolidated affiliates in the CT&M segment.
The cumulative unrecognized pension cost represents the unamortized net actuarial gain (loss). Income tax for the cumulative unrecognized pension cost component was recorded using an effective tax rate of % in 2024 and % in 2023 and 2022, except for unrecognized pension cost of $ million, $ million and $ million in 2024, 2023 and 2022, respectively, related to employees at certain subsidiaries for which tax benefit was recorded.
)
$
()
$
()
Foreign
Total earnings before income taxes excluding noncontrolling interests
Net earnings attributable to noncontrolling interests
Total earnings before income taxes
$
$
$
50
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
$
()
$
Foreign
State and local
—
Deferred:
Federal
()
()
Foreign
—
()
State and local
()
()
Income tax expense (benefit)
()
()
Unrealized changes in other comprehensive income
—
Total income taxes
$
$
()
$
Income taxes for the years ended December 31, 2024, 2023 and 2022 differed from the amounts computed by applying the statutory U.S. federal income tax rate of % to earnings before income taxes excluding noncontrolling interests for the following reasons:
$
$
Adjustments to tax expense attributable to:
Foreign tax differences
()
()
Tax-exempt income
()
()
()
State income taxes, net of federal benefit
()
()
—
Foreign entity repatriation
—
—
Federal tax credits
()
()
()
Unrecognized tax benefits
()
Valuation allowance
()
()
IRS audit settlement
—
—
Other
()
()
—
Total income tax expense (benefit)
$
$
()
$
()
Certain of Seaboard’s foreign operations are subject to no income tax or a tax rate that is lower than the U.S. corporate tax rate. Additionally, foreign operations are subject to the GILTI income inclusion which can be offset by U.S. foreign tax credits. During 2024, Seaboard’s ability to utilize foreign tax credits to offset the GILTI income inclusion was limited by U.S. taxable income. Fluctuation of earnings or losses incurred from certain foreign operations conducting business in these jurisdictions impact the mix of taxable earnings. While certain of Seaboard’s operations have historically been subject to low or no income tax, going forward, the enactment of Pillar Two will result in previously low taxed earnings being taxed at least at a 15% minimum effective rate. The Pillar Two rules contain an exemption for qualified international shipping activity that may apply to certain of Seaboard’s international shipping operations. During 2024, certain countries in which Seaboard operates enacted Pillar Two laws, but these countries’ results did not have a material impact on income tax expense.
Tax-exempt income was primarily related to federal blender’s credits on the biodiesel and renewable diesel that the Liquid Fuels segment blends. As a result of these credits, Seaboard recognized non-taxable revenue of $ million, $ million and $ million in net sales for the years ended December 31, 2024, 2023 and 2022, respectively. The receivable from the U.S. government was $ million and $ million as of December 31, 2024 and 2023, respectively, included in other receivables. With the passing of the Inflation Reduction Act of 2022, the federal blender’s credits expired December 31, 2024, and a new clean fuel production credit replaced the federal blender’s credits starting in 2025. Regulatory guidance to implement the new credit was issued in early 2025, and the value varies based on the greenhouse gas emissions factor of fuel produced and sold. This clean fuel production credit will be less than the federal blender’s credit, but Seaboard is still evaluating the new guidance and the impact it will have on its financial statements.
State income taxes were lower than prior year primarily due to an increase in certain state income tax credits. In 2023, state taxes were low primarily due to higher domestic losses and a decrease in certain state income tax rates.
51
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
Components of the net deferred income tax asset were as follows:
$
Research and development capitalization
Unrealized loss on investments
Deferred earnings of foreign subsidiaries
Net operating and capital loss carry-forwards
Tax credit carry-forwards
Other
Gross deferred income tax assets before valuation allowance
Less: Valuation allowance
Total deferred income tax assets, net of valuation allowance
$
$
Deferred income tax liabilities:
Property, plant and equipment
$
$
Domestic partnerships
Other
Gross deferred income tax liabilities
Net deferred income tax asset
$
$
The activity within the valuation allowance account was as follows:
$
Year ended December 31, 2023
$
()
$
Year ended December 31, 2022
$
()
$
The increase in the valuation allowance was primarily due to recording a valuation allowance on U.S. deferred tax assets. As of December 31, 2024, after considering U.S. pre-tax book income and the effects of permanent differences, Seaboard’s U.S. operations were in a historical three-year cumulative loss position. Under U.S. GAAP, a three-year cumulative loss position is significant objective negative evidence that it is more likely than not deferred tax assets will not be realized. Accordingly, during 2024, Seaboard recorded a valuation allowance adjustment totaling $ million, which was primarily related to its U.S. deferred tax assets, with a corresponding charge to income tax expense. A valuation allowance was not needed on certain transferable tax credits that Seaboard has the intent and ability to sell, and these credits are discounted to estimated market value. Seaboard has also recorded a valuation allowance against certain foreign deferred tax assets that are not more likely than not to be realized.
As of December 31, 2024, Seaboard had state net operating loss carry-forwards of approximately $ million and foreign net operating loss carry-forwards of approximately $ million, a portion of which expire in varying amounts between 2025 and 2044, while others have indefinite expiration periods. As of December 31, 2024, Seaboard had federal tax credit carry-forwards of approximately $ million, which expire between 2042 and 2044, and state tax credit carry-forwards of approximately $ million, a portion of which expire in varying amounts between 2025 and 2030 with the remainder available for indefinite carry-forward.
52
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
As of December 31, 2024 and 2023, Seaboard had income taxes receivable of $ million and $ million, respectively, primarily related to domestic tax jurisdictions, and had income taxes payable of $ million and $ million, respectively, primarily related to foreign tax jurisdictions. Income taxes receivable and income taxes payable are included in other receivables and other current liabilities in the consolidated balance sheets, respectively.
Seaboard’s tax returns are regularly audited by federal, state and foreign tax authorities, which may result in material adjustments. U.S federal tax years prior to 2021 are no longer subject to IRS tax assessment. In the U.S., typically the three most recent tax years are subject to IRS audits, unless an agreement is made to extend the statute of limitations for an audit in progress or the statute is specifically extended by law for certain specialized items. In Seaboard’s major non-U.S. jurisdictions, including the Dominican Republic, Ivory Coast and Senegal, tax years are typically subject to examination for three to .
After considering the valuation allowance, as of December 31, 2024 and 2023, Seaboard had $ million and $ million, respectively, in total unrecognized tax benefits, which, if recognized, would affect the effective tax rate. Seaboard does not have any material uncertain tax positions in which it is reasonably possible that the total amounts of the unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date.
The following table is a reconciliation of the beginning and ending amount of unrecognized tax benefits:
$
Additions for uncertain tax positions of prior years
Decreases for uncertain tax positions of prior years
()
()
Additions for uncertain tax positions of current year
Decreases related to audit settlements with taxing authorities
—
()
Lapse of statute of limitations
()
()
Ending balance as of December 31
$
$
Seaboard accrues interest and penalties related to unrecognized tax benefits in income tax expense and had approximately $ million accrued as of December 31, 2024 and 2023.
reportable segments: Pork, CT&M, Marine, Liquid Fuels, Power and Turkey. The remaining operations are not reportable segments, as defined by the applicable accounting standard, and are classified as All Other. Each of the reportable segments is separately managed based on its diverse product or service. All Other primarily represents a sugar and alcohol production and processing operation in Argentina and a jalapeño pepper processing operation in Honduras.The Pork segment primarily produces hogs to process and sells pork products to further processors, food service operators, distributors and grocery stores throughout the U.S. and to foreign markets. The Pork segment also produces swine-derived renewable natural gas with its integrated model of hog operations, covered anaerobic digester lagoons and biomethane upgrading facilities at certain of its existing hog farms. The CT&M segment is an integrated agricultural commodity trading, processing and logistics operation that internationally markets wheat, corn, soybean meal and other agricultural commodities in bulk to third-party customers and to consolidated subsidiaries and non-consolidated affiliates. The Marine segment provides cargo shipping services in the U.S., the Caribbean and Central and South America. The Liquid Fuels segment produces biodiesel and renewable diesel from pork fat and other animal fats and vegetable oils, along with the related environmental credits, for sale to third parties in the U.S. The credits are recognized in revenue from goods and services upon transfer of the credits. The Power segment is an independent power producer in the Dominican Republic
53
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
During 2024, changes to Seaboard’s organizational structure became effective, and Seaboard’s CODM assumed direct oversight of the liquid fuels business, which had previously been reported in the Pork segment. As a result, the liquid fuels business became its own reportable segment. Additionally, the previously separate reportable Sugar and Alcohol segment became part of All Other as the economic conditions in Argentina over several years reduced this segment’s impact on the consolidated financial statements. The prior period information below has been recast to conform to the new presentation.
Other changes in segments’ businesses during the years presented included the following:
| ● | In 2022, the Pork segment acquired hog inventory and certain hog farms in the central U.S. for total cash consideration of $ million to reduce reliance on third-party hog suppliers. |
| ● | The Liquid Fuels segment’s renewable diesel production facility began operations during the third quarter of 2022. |
| ● | The Power segment placed in service a second barge during the second quarter of 2022. |
Seaboard’s Chief Executive Officer serves as the CODM. The CODM assesses performance and makes key operating decisions based on total operating income (loss) and income (loss) from affiliates. The CODM uses total operating income (loss) and income (loss) from affiliates to compare to historical trends and the forecast to assess segment results, allocate capital, make strategic decisions and identify areas of opportunity. Operating income and income from affiliates for segment reporting is prepared on the same basis as that used for consolidated purposes under U.S. GAAP. The CODM does not receive proportionate consolidation information for equity method investments.
The following tables include certain segment information for the years ended December 31, 2024, 2023 and 2022 and as of December 31, 2024, 2023 and 2022. The significant segment expense categories align with the segment information that is regularly provided to the CODM.
$
$
—
$
$
—
$
$
—
$
Transportation
—
—
—
—
Energy
—
—
—
—
—
Other
—
—
—
—
—
Total external net sales
—
Intersegment net sales (a)
—
—
—
—
()
—
Total segment/consolidated net sales
$
$
$
$
$
$
$
()
$
Less significant segment expenses:
Cost of sales
()
Selling, general and administrative expenses
—
Total segment/consolidated operating income (loss)
$
$
$
$
()
$
$
()
$
—
$
Income from affiliates
—
—
—
Total operating income (loss) and income from affiliates
$
$
$
$
()
$
$
$
()
$
—
$
Depreciation and amortization expense
$
$
$
$
$
$
$
—
$
Capital expenditures
$
$
$
$
$
$
$
—
$
Total assets as of December 31, 2024(b)
$
$
$
$
$
$
$
$
—
$
Investment in affiliates as of December 31, 2024
$
$
$
$
—
$
$
$
$
—
$
| (a) | The Pork segment’s intersegment sales primarily represent the sale of pork fat to the Liquid Fuels segment, which uses it as a feedstock in the renewable diesel and biodiesel production processes. The Marine segment’s intersegment sales primarily represent shipping services provided to the jalapeño pepper processing business. Intercompany transactions are eliminated in consolidation. |
| (b) | Total assets for the Turkey segment primarily represent Seaboard’s investment in Butterball. All Other and Corporate’s total assets primarily represent short-term investments held by Corporate; these investments were $ billion, $ million, and $ billion as of December 31, 2024, 2023 and 2022, respectively. |
54
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
$
$
—
$
$
—
$
$
—
$
Transportation
—
—
—
—
Energy
—
—
—
—
—
Other
—
—
—
—
—
Total external net sales
—
Intersegment net sales (a)
—
—
—
—
()
—
Total segment/consolidated net sales
$
$
$
$
$
$
$
()
$
Less significant segment expenses:
Cost of sales
()
Selling, general and administrative expenses
—
Total segment/consolidated operating income (loss)
$
()
$
$
$
()
$
$
()
$
$
()
Income (loss) from affiliates
()
—
—
—
Total operating income (loss) and income (loss) from affiliates
$
()
$
$
$
()
$
$
$
()
$
$
Depreciation and amortization expense
$
$
$
$
$
$
$
—
$
Capital expenditures
$
$
$
$
—
$
$
$
—
$
Total assets as of December 31, 2023(b)
$
$
$
$
$
$
$
$
—
$
Investment in affiliates as of December 31, 2023
$
$
$
$
—
$
$
$
$
—
$
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Year ended December 31, 2022 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | All | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Other | | | Inter- | | | | |
| | | | | | | | | | | | Liquid | | | | | | | | | and | | | Segment | | | | |
(Millions of dollars) | | | Pork | | | CT&M | | | Marine | | | Fuels | | | Power | | | Turkey | | | Corporate | | | Elims | | | Total | |
External net sales: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Products | | $ |
| | $ |
| | $ | — | | $ |
| | $ | — | | | | | $ |
| | $ | — | | $ |
| |
Transportation | | |
| | | — | | |
| | | — | | | — | | | | | |
| | | — | | |
| |
Energy | | | — | | | — | | | — | | | — | | |
| | | | | |
| | | — | | |
| |
Other | | |
| | |
| | | — | | | — | | | — | | | | | | — | | | — | | |
| |
Total external net sales | | |
| | |
| | |
| | |
| | |
| | | | | |
| | | — | | |
| |
Intersegment net sales (a) | | | — | | | — | | |
| | | — | | | — | | | | | | — | | | () | | | — | |
Total segment/consolidated net sales | | $ |
| | $ |
| | $ |
| | $ |
| | $ |
| | | | | $ |
| | $ | () | | $ |
| |
Less significant segment expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of sales | | |
| | |
| | |
| | |
| | |
| | | | | |
| | | () | | |
| |
Selling, general and administrative expenses | | |
| | |
| | |
| | |
| | |
| | | | | |
| | | — | | |
| |
Total segment/consolidated operating income (loss) | | $ | () | | $ |
| | $ |
| | $ | () | | $ |
| | | | | $ | () | | $ |
| | $ |
| |
Income from affiliates | | |
| | |
| | |
| | | — | | | — | | |
| | | — | | | — | | |
| |
Total operating income (loss) and income from affiliates | | $ | () | | $ |
| | $ |
| | $ | () | | $ |
| | $ |
| | $ | () | | $ |
| | $ |
| |
Depreciation and amortization expense | | $ |
| | $ |
| | $ |
| | $ |
| | $ |
| | | | | $ |
| | $ | — | | $ |
| |
Capital expenditures | | $ |
| | $ |
| | $ |
| | $ | — | | $ | — | | | | | $ |
| | $ | — | | $ |
| |
Total assets as of December 31, 2022(b) | | $ |
| | $ |
| | $ |
| | $ |
| | $ |
| | $ |
| | $ |
| | $ | — | | $ |
| |
Investment in affiliates as of December 31, 2022 | | $ |
| | $ |
| | $ |
| | $ | — | | $ |
| | $ |
| | $ |
| | $ | — | | $ |
| |
55
SEABOARD CORPORATION
Notes to Consolidated Financial Statements
The following table provides a geographic summary of net sales based on the location of product delivery or service:
$
$
Africa
United States (a)
Canada/Mexico
Pacific Basin and Far East
Europe
All other
Total sales
$
$
$
(a) For Marine segment services on product delivery to the U.S., geographic location is based on origination port.
The following table provides a geographic summary of Seaboard’s property, plant and equipment according to their physical location and primary port for the vessels:
$
Dominican Republic
China (a)
Argentina
Ivory Coast
Senegal
Zambia
All other
Total property, plant and equipment, net
$
$
(a) Represents vessels under construction for the Marine segment.
56
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
As of December 31, 2024, Seaboard’s management has evaluated, under the direction of its chief executive and chief financial officers, the effectiveness of Seaboard’s disclosure controls and procedures, as defined under the Securities Exchange Act of 1934 (the “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 provide reasonable assurance that information required to be disclosed in the reports it files and submits under the Exchange Act 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.
Change in Internal Control Over Financial Reporting
There have been no changes in Seaboard’s internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, Seaboard’s internal control over financial reporting.
There have been no changes in Seaboard’s internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, Seaboard’s internal control over financial reporting. |
Management’s Report on Internal Control Over Financial Reporting
The management of Seaboard is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Under the supervision, and with the participation of management, Seaboard conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on its evaluation under the framework in Internal Control - Integrated Framework (2013), management concluded that Seaboard’s internal control over financial reporting was effective as of December 31, 2024.
KPMG LLP, the independent registered public accounting firm that audited Seaboard’s financial statements contained herein, also audited Seaboard’s internal control over financial reporting as of December 31, 2024. The audit report is included in Item 8, Financial Statements and Supplementary Data.
Item 9B. Other Information
During the three months ended December 31, 2024, no director or officer of Seaboard adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information about the executive officers of Seaboard is included under the caption “Information About Seaboard’s Executive Officers” in Item 1 of this annual report on Form 10-K.
Seaboard has a Code of Conduct and Ethics Policy for Senior Financial Officers applicable to its senior financial officers (including the chief executive officer, chief financial officer, principal accounting officer and controller and persons performing similar functions) and a Code of Ethics Policy applicable to its directors, officers and other employees (together, the “Codes”). Seaboard has posted the Codes on its internet website, www.seaboardcorp.com, and intends to satisfy the disclosure requirement under Item 10 of Form 10-K regarding any future changes and waivers to the Codes by posting such information on that website.
Seaboard has adopted an Insider Trading Policy applicable to Seaboard’s directors, officers and employees that includes procedures and processes reasonably designed to promote compliance with insider trading laws, rules and regulations and the NYSE American listing standards. Seaboard’s Insider Trading Policy prohibits employees and related persons and entities from trading in securities of Seaboard while in possession of material, nonpublic information. The Insider Trading Policy prohibits employees from disclosing material, nonpublic information about Seaboard to others who may trade on the basis of that information. The Insider Trading Policy also requires Seaboard to comply with all applicable insider
57
trading laws, rules, regulations and listing standards, including those governing its purchase, sale, or other disposition of Seaboard securities. A copy of Seaboard’s Insider Trading Policy is filed as Exhibit 19 to this Form 10-K.
In addition to the information provided above, the information required by this item is incorporated herein by reference to the information under the captions “Item 1: Election of Directors,” “Board of Directors Information – Committees of the Board – Audit Committee,” “Board of Directors Information – Director Nominations,” and “Delinquent Section 16(a) Reports” of Seaboard’s definitive proxy statement for the 2025 annual meeting of stockholders, which will be filed no later than 120 days after December 31, 2024 (“Proxy Statement”).
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference to the information under the captions “Board of Directors Information – Compensation of Directors,” “Executive Compensation and Other Information,” “Employment Arrangements with Named Executive Officers,” “Benefit Plans,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report,” and “Compensation Discussion and Analysis” included in the 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 this item is incorporated herein by reference to the information under the captions “Principal Stockholders” and “Share Ownership of Management and Directors” included in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference to the information under the captions “Compensation Committee Interlocks and Insider Participation,” “Board of Directors Information – Controlled Company” and “Board of Directors Information – Committees of the Board” included in the Proxy Statement.
Item 14. Principal Accountant Fees and Services
Seaboard’s independent registered public accounting firm is , , Auditor Firm ID: .
The other information required by this item is incorporated herein by reference to the information under the caption “Item 2: Selection of Independent Auditors” included in the Proxy Statement.
58
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
1. Financial statements
The financial statements are included in Item 8 of this Form 10-K.
2. Financial statement schedules
All schedules are omitted as the required information is not applicable or the information is presented in the consolidated financial statements or related consolidated notes.
3. Exhibits
| | | |||
| | ||||
| Exhibit No. | | Description | ||
| 3.1 | | |||
| | | | ||
| 3.2 | | |||
| | | | ||
| 4 | | |||
| | | | ||
| 10.1* | | |||
| | | | ||
| 10.2* | | |||
| | | | ||
| 10.3* | | |||
| | | | ||
| 10.4* | | |||
| | | | ||
| 10.5* | | |||
| | | | ||
| 10.6* | | |||
| | | | ||
| 10.7* | | |||
| | | | ||
| 10.8* | | |||
| | | | ||
| 10.9* | | |||
| | | |
59
| 10.10* | | |
| | | |
| 10.11* | | |
| | | |
| 10.12* | | |
| | | |
| 10.13* | | |
| | | |
| 10.14* | | |
| | | |
| 10.15* | | |
| | | |
| 10.16* | | |
| | | |
| 10.17* | | |
| | | |
| 10.18* | | |
| | | |
| 10.19* | | |
| | | |
| 10.20*+ | | |
| | | |
| 10.21* | | |
| | | |
| 10.22* | | |
| | | |
| 10.23* | | |
| | | |
| 10.24 | | |
| | | |
| 10.25 | | |
| | | |
| 10.26 | | |
| | | |
| 10.27 | |
60
| | | |
| 10.28 | | |
| | | |
| 19+ | | |
| | | |
| 21+ | | |
| | | |
| 31.1+ | | |
| | | |
| 31.2+ | | |
| | | |
| 32.1+ | | |
| | | |
| 32.2+ | | |
| | | |
| 97.1 | | |
| | | |
| 101.INS+ | | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
| | | |
| 101.SCH+ | | Inline XBRL Taxonomy Extension Schema Document |
| | | |
| 101.CAL+ | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| | | |
| 101.DEF+ | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| | | |
| 101.LAB+ | | Inline XBRL Taxonomy Extension Label Linkbase Document |
| | | |
| 101.PRE+ | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| | | |
| 104+ | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* Management contract or compensatory plan or arrangement.
+ Filed electronically with this annual report on Form 10-K with the SEC and transmitted via EDGAR.
(b) Exhibits
See exhibits identified above under Item 15(a)(3).
| (c) Financial Statement Schedules. | |
| | |
(c) Financial Statement Schedules
None.
Item 16. Form 10-K Summary
None.
61
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 | |||
| (Registrant) | ||
| | ||
By: | /s/ Robert L. Steer | ||
| | Robert L. Steer | |
| | President and Chief Executive Officer | |
| | ||
Date: | February 13, 2025 | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| | ||||
| | ||||
Name | | Date | | Title | |
| | | | | |
| /s/ Robert L. Steer | | February 13, 2025 | | President, Chief Executive Officer |
| Robert L. Steer | | | | (principal executive officer) |
| | | | | |
| /s/ David H. Rankin | | February 13, 2025 | | Executive Vice President, |
| David H. Rankin | | | | Chief Financial Officer |
| | | | | (principal financial officer) |
| | | | | |
| /s/ Barbara M. Smith | | February 13, 2025 | | Vice President and |
| Barbara M. Smith | | | | Corporate Controller |
| | | | | (principal accounting officer) |
| | | | | |
| /s/ Ellen S. Bresky | | February 13, 2025 | | Chairwoman of the Board |
| Ellen S. Bresky | | | | |
| | | | | |
| /s/ Douglas W. Baena | | February 13, 2025 | | Director |
| Douglas W. Baena | | | | |
| | | | | |
| /s/ David A. Adamsen | | February 13, 2025 | | Director |
| David A. Adamsen | | | | |
| | | | | |
| /s/ Frances B. Shifman | | February 13, 2025 | | Director |
| Frances B. Shifman | | | | |
| | | | | |
| /s/ Paul M. Squires | | February 13, 2025 | | Director |
| Paul M. Squires | | | | |
62