Item 1A. Risk Factors
Operational Risks
● foreign currency exchange or retail price controls;
● hyperinflation;
● heightened customer credit and execution risk;
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Accordingly, revenues, operating income and cash flows from international operations could fluctuate significantly from year to year.
● impair the financial viability of Seaboard’s insurers.
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Commodity Risks
These fluctuating market conditions have had and could have a significant impact on Seaboard’s sales, value of commodities held in inventory and operating income.
Industry Risks
● food spoilage;
● food allergens;
● adverse weather and climate change effects on crops;
● evolving consumer preferences and nutritional and health-related concerns;
● international, federal, state and local food processing regulations;
● the possible unavailability and/or expense of liability insurance;
● consumer product liability claims;
● product recall;
● product tampering; and
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Pathogens that may cause food contamination are found generally in livestock and in the environment and therefore may be present in Seaboard’s products. These pathogens also can be introduced to Seaboard’s products as a result of improper handling by customers or consumers. Seaboard does not have control over handling procedures once products have been shipped for distribution. If one or more of these risks were to materialize, Seaboard’s brand reputation could be harmed, revenues could decrease, costs of doing business could increase, and Seaboard’s operating results could be adversely affected.
● inclement weather;
● mechanical failures;
● grounding, fire, explosions and collisions;
● human error;
● war, piracy and terrorism; and
● access to and congestion in ports and canals.
Any of these hazards could result in death or injury to persons, loss of property, environmental damages, delays or rerouting and could have a material adverse effect on Seaboard’s business, financial condition and results of operations.
The inability to acquire and retain the services of such personnel, or increased costs associated with the acquisition and retention of such personnel, could have a material adverse effect on Seaboard’s operations.
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Organizational Risks
Legal and Regulatory Risks
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Failure to comply with these laws and regulations and any future changes to them could result in significant consequences to Seaboard, including civil and criminal penalties, liability for damages, negative publicity and the inability to do business in certain locales. In addition, future changes in laws, regulations and standards may result in additional costs or a reduction in revenues.
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Specific Pork Segment Risks
Specific Commodity Trading and Milling Segment Risks
Specific Marine Segment Risks
Specific Liquid Fuels Segment Risks
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Specific Power Segment Risks
Specific Turkey Segment Risks
Item 1B. Unresolved Staff Comments
None.
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Item 1C. Cybersecurity
Cybersecurity Risk Management and Strategy
Seaboard recognizes the importance of maintaining the trust and confidence of its customers, business partners, employees and other stakeholders with the security of its data and information systems. The Board is involved in the oversight of Seaboard’s enterprise risk management program, of which cybersecurity is a component. Seaboard’s information security program includes cybersecurity policies, standards, processes and practices that are based on recognized frameworks established by the Center for Internet Security (“CIS”) and other applicable industry standards. These frameworks and standards serve as guides and references. Seaboard adapts them to its specific environment, needs and industries. They are not meant to imply that Seaboard meets, or fully complies with, any specific technical standards, specifications or requirements set forth within them. Seaboard seeks to address cybersecurity risks through a comprehensive, company-wide information security program that is focused on preserving the confidentiality, integrity and accessibility of the information that Seaboard collects and stores, supporting legal and regulatory compliance and preventing disruptions to business operations. Seaboard’s information security program monitors the systems and networks Seaboard relies upon for threats, breaches, intrusions and potential other weaknesses; assesses the security of company-wide software, applications and systems; responds to cybersecurity incidents; and facilitates training for employees.
Seaboard maintains a risk-based approach to information security that is based on the CIS-18 controls framework to identify key areas of cybersecurity risk. Seaboard’s information security program maintains a team responsible for managing the cybersecurity risk assessment process across all segments (the “Information Security Team”). The Information Security Team routinely performs various reviews and generates reports throughout the year to determine risks, threats and compliance with information security policies, standards and the framework of controls. This Information Security Team partners with each of the segments to identify key areas of cybersecurity risk based on the framework and develop action plans tailored to address those risks. Risks are evaluated at least on a quarterly basis according to Seaboard’s cybersecurity reporting process.
Other cybersecurity risk management measures Seaboard takes include:
As of the date of this report, Seaboard is not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect Seaboard’s business strategy, results of operations or financial condition. However, cybersecurity threats and cyber-attacks continue to increase in sophistication and volume. As a result, Seaboard frequently updates its information security plan to address new threats, and Seaboard continues to make investments to protect its information technology infrastructure. Cybersecurity risks that may materially impact Seaboard are discussed in more detail in Item 1A “Risk Factors,” under the heading “Operational Risks,” which should be read in conjunction with this Item 1C.
Cybersecurity Governance
Seaboard acknowledges the importance of effectively managing risks linked to cybersecurity threats. Seaboard has implemented oversight mechanisms to ensure effective governance in handling risks linked to cybersecurity threats because of the impact these threats can have on operational integrity and stakeholder confidence.
Seaboard’s information security program and the Information Security Team is led and managed by a dedicated Director of Information Security (the “IS Director”). The IS Director, whose experience includes over eight years in information security leadership roles and relevant certifications, brings appropriate expertise to Seaboard’s information security program. The IS Director’s experience and knowledge are crucial to the ongoing development and execution of Seaboard’s information security program.
The IS Director and the Information Security Team communicate guidance, including various alerts to monitor and assess threats, to information security personnel in all segments to ensure consistent execution of cybersecurity risk management activities. Updates on segment-level cybersecurity risks, compliance and implementation status are provided on at least a quarterly basis to Seaboard’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) for purposes of risk monitoring, updates to policies, allocation of resources, progress on action plans and discussions on other topics as necessary.
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On at least a quarterly basis, the IS Director and other members of management inform Seaboard’s full Board of new risks or changes to risks, the status of projects supporting Seaboard’s information security systems, assessments of Seaboard’s information security program and the emerging threat landscape. The Board provides feedback on management’s plans and allocates resources for plan improvement expenditures.
Seaboard also maintains disclosure controls and procedures to ensure that executive management and the Board receive prompt and timely information regarding any material cybersecurity incidents. Upon confirmation of a cybersecurity incident, the impacted segment invokes their response plan and notifies the IS Director who then communicates the details of the incident to management’s Cybersecurity Committee for determination of materiality.
Item 2. Properties
Management believes that Seaboard’s present facilities are adequate and suitable for its current purposes. Seaboard’s principal properties by segment are described below:
(1)Pork - Seaboard’s Pork segment owns a pork processing plant in Oklahoma. It has a double-shift capacity to process approximately six million hogs annually and generally operates at capacity with additional weekend shifts depending on market conditions. Seaboard’s hog production operations can breed and raise approximately eight million hogs annually at facilities it primarily owns or at facilities owned and operated by third parties with whom it has grower contracts. This segment owns and operates eight centrally located feed mills, which have a combined capacity to produce approximately three million tons of formulated feed annually. These facilities are located in Iowa, Oklahoma, Texas, Kansas and Colorado. This segment also owns nine renewable natural gas production sites located on certain of its existing hog farms. The production capacity at each site varies and depends on specific farm site factors, including the number of barns and hog count. Most sites are in the early stages of operations.
(2)Commodity Trading and Milling - Seaboard’s CT&M segment operates milling facilities at 14 locations in ten countries and has ten trading offices in nine countries. The milling facilities located in Ecuador, Ghana, Guyana, Mozambique, Peru, Republic of the Congo and Zambia own the land and plants. There are additional milling facilities located in Ivory Coast, Republic of the Congo, Senegal, Zambia and Nigeria where the land is leased under long-term agreements. The milling facilities produce approximately two million metric tons of wheat flour, maize meal, manufactured feed and oilseed crush commodities per year in addition to other related grain-based products. Certain foreign milling operations may operate at less than full capacity due to low demand, unstable power, excess milling capacity in their competitive environment or imported flour. Seaboard’s CT&M segment owns three 18,900 metric ton deadweight dry bulk vessels and charters between 34 to 46 bulk vessels on an annual basis with deadweights of up to 65,000 metric tons under short-term agreements.
(3)Marine - Seaboard’s Marine segment leases approximately 297,000 square feet of off-port warehouse space and 87 acres of port terminal land and facilities in Miami, Florida, which are used in its containerized cargo operations. Seaboard’s Marine segment also leases an approximate 77-acre cargo handling and marine terminal facility in Houston, Texas, which includes several warehouses totaling approximately 648,000 square feet for cargo storage. The Marine segment owns eight ocean cargo vessels with deadweights of up to approximately 53,000 metric tons. Six new dual-fueled vessels are under construction and planned to be completed in 2025. Also, as of December 31, 2024, this segment charters 15 vessels under contracts with a remaining average term of eight months with deadweights of up to approximately 34,700 metric tons. Seaboard’s Marine segment owns or leases dry, refrigerated and specialized containers and other related equipment.
(4)Liquid Fuels - The Liquid Fuels segment owns biodiesel plants in Oklahoma and Missouri, with the capacity to produce up to 46 million gallons and 32 million gallons annually, respectively, and a renewable diesel plant in Kansas with capacity to produce 85 million gallons annually. The renewable diesel plant began operations in 2022 but has experienced operational issues and began operating with consistent production during 2024.The segment owns a terminal facility in California with a maximum throughput capacity to store and distribute approximately 300 million gallons of fuel per year. The renewable diesel and terminal facilities have solar arrays that can generate up to a total of 20 megawatts of electricity, which is used to support the facilities’ energy needs.
(5)Power - Seaboard’s Power segment owns two power-generating barges that are secured on the Ozama River in Santo Domingo, Dominican Republic. EDM II and EDM III can generate approximately 108 megawatts and 150 megawatts, respectively, of electricity.
(6)Turkey - Seaboard’s Turkey segment had a total of three processing plants, three further processing plants and numerous company and third-party live production facilities and feed milling operations, located in North Carolina, Arkansas, Missouri and Kansas as of December 31, 2024. These facilities have the capacity to produce approximately one billion pounds of turkey annually. Butterball closed its Jonesboro, Arkansas further processing plant effective
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February 3, 2025. Although capacity to meet core further processing demand is sufficient, Butterball uses third-party copacker arrangements to supplement portions of its portfolio where it either does not maintain specialized competencies, or to meet demand beyond its internal production capacity.
Item 3. Legal Proceedings
The information required by this item is included in Note 8 to the consolidated financial statements.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Seaboard’s common stock is traded on the NYSE American under the symbol SEB. Seaboard had 4,900 stockholders of record of its common stock as of January 31, 2025.
Stock Performance Graph
The SEC requires a five-year comparison of Seaboard’s stock performance with that of an appropriate broad equity market index and similar industry index. Since there is no single industry index to compare stock performance, the companies comprising the Dow Jones U.S. Food Products and Dow Jones U.S. Marine Transportation Industry indices (the “Peer Group”) were chosen as the second comparison.
The following line graph shows a five-year comparison of cumulative total return for Seaboard Corporation, the NYSE American Index and the companies comprising the Peer Group, weighted by market capitalization for the five fiscal years commencing December 31, 2019 and ending December 31, 2024.
The comparison of cumulative total returns presented in the above graph was plotted using the following index values and common stock price values:
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During each quarter in 2024, 2023 and 2022, Seaboard declared and paid quarterly dividends of $2.25 per share of common stock. Seaboard’s Board intends that Seaboard will continue to pay quarterly dividends for the reasonably foreseeable future, with such future dividends and the amount of any such dividends being subject to the determination, declaration and discretion of Seaboard’s Board and dependent upon factors such as Seaboard’s financial condition, results of operations, and current and anticipated cash needs, including capital requirements. As discussed in Note 7 to the consolidated financial statements, Seaboard’s ability to declare and pay dividends is subject to limitations imposed by debt agreements.
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.
Item 6. Reserved
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management Discussion and Analysis is provided as a supplement to, and should be read in conjunction with, Seaboard’s consolidated financial statements and the accompanying notes in Item 8. Certain statements in this report contain forward-looking statements. See the introduction in Item 1 for more information on these forward-looking statements, including a discussion of the most significant factors that could cause actual results to differ materially from those in the forward-looking statements.
OVERVIEW
Sales and costs of Seaboard’s segments are significantly influenced by worldwide fluctuations of commodity prices and changes in global political and economic conditions. Accordingly, sales, operating income and cash flows can fluctuate significantly from year to year. As each segment operates in a distinct industry and varying geographic locations, management independently evaluates each segment’s operations. Seaboard’s reporting segments are based on information used by Seaboard’s CEO, in his capacity as chief operating decision maker, to determine allocation of resources and assess performance. During 2024, Liquid Fuels became a separate reportable segment, and the former Sugar and Alcohol segment became part of All Other. The historical periods presented have been recast to reflect these changes. See Note 13 to the consolidated financial statements for further discussion of this segment change.
Pork Segment
The Pork segment primarily produces hogs to process and sells pork products throughout the U.S. and to foreign markets. Sales prices are directly affected by both domestic and worldwide supply and demand for pork products and other proteins. Feed accounts for the largest input cost of raising hogs and is materially affected by price changes for corn and soybean meal. Market prices for hogs purchased from third parties for processing at the plant also represent a significant cost factor. As a result, commodity price fluctuations can affect profitability and cash flows. This segment is Seaboard’s most capital-intensive segment, representing approximately 47% of Seaboard’s total fixed assets and approximately 39% of total inventories as of December 31, 2024. With the plant generally operating near capacity, Seaboard is continually looking for ways to enhance the plant’s operational efficiency, while also looking to increase margins by introducing new, higher margin value-added products. This segment also produces swine-derived renewable natural gas, but sales are not significant as most sites are in the early stages of operation. Consistent production at each site may take longer than expected as it is dependent upon a number of variables, including the maturity and volatile solid concentration of the lagoon, weather, hog health and methanogen health.
CT&M Segment
The CT&M segment provides integrated agricultural commodity trading, processing and logistics services. The majority of its sales are derived from sourcing agricultural commodities from multiple origins and delivering them to third-party and affiliate customers in various international locations. This segment’s sales are significantly affected by fluctuating prices of various commodities, such as wheat, corn and soybean meal. Exports from various countries can exacerbate volatile market conditions. Profit margins are sometimes protected through commodity derivatives and other risk management practices, but the execution of these purchase and delivery transactions have long cycles of completion, which may extend for several months with a high degree of price volatility. As a result, these factors can significantly affect sales volumes, operating income, working capital and related cash flows from period to period. This segment represents approximately 41% of Seaboard’s total inventories as of December 31, 2024. Consolidated subsidiaries and non-consolidated affiliates operate the grain processing facilities in foreign countries that are, in most cases, lesser developed and are more likely to be significantly impacted by changes in local crop production, political instability and local government policies, as well as fluctuations in economic and industry conditions and foreign currency exchange rates.
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Marine Segment
The Marine segment provides cargo shipping services in the U.S., the Caribbean and Central and South America. Fluctuations in economic conditions and political instability in the regions or countries in which this segment operates may affect trade volumes and operating profits. In addition, freight rates can fluctuate depending on regional supply and demand for shipping services. Since this segment time-charters ocean cargo vessels, it is affected by fluctuations in charter hire rates.
Liquid Fuels Segment
The Liquid Fuels segment produces biodiesel and renewable diesel and generates related environmental credits, specifically LCFS credits and RINs, which are then sold to third parties. The profitability of this segment is impacted by world oil prices, the market prices of pork fat, other animal fats and vegetable oils, all of which are utilized to produce biodiesel and renewable diesel, and by government mandates and incentives to use biofuels and the market price of environmental credits.
Power Segment
The Power segment is an independent power producer in the Dominican Republic. Spot market rates are impacted by fuel prices and the various producers supplying power to the grid. While fuel is this segment’s largest cost component and is subject to price fluctuations, higher fuel costs generally have been passed on to customers.
Turkey Segment
The Turkey segment represents Seaboard’s 52.5% non-controlling investment in Butterball, which is accounted for using the equity method. Butterball produces turkeys to process and sells turkey products. Sales prices are directly affected by both domestic and worldwide supply and demand for turkey products and other proteins. Feed accounts for the largest input cost of raising turkeys and is materially affected by price changes for corn and soybean meal. As a result, price fluctuations for corn and soybean meal affect profitability and cash flows.
LIQUIDITY AND CAPITAL RESOURCES
The primary objectives of Seaboard’s financing strategy are to effectively manage financial risks, ensure efficient liquidity for daily global operations and maintain balance sheet strength. Seaboard’s principal funding sources are generated from operating activities, short-term investments and borrowings from revolving lines of credit and term loans. Seaboard’s cash requirements include funding for working capital, capital expenditures, strategic investments and other needs. Management believes Seaboard’s combination of internally generated cash, liquidity and borrowing capabilities will be adequate to meet all short-term and long-term commitments.
As of December 31, 2024, Seaboard had cash and short-term investments of nearly $1.2 billion and additional total working capital of $0.9 billion. As of December 31, 2024, $97 million of the $1.2 billion of cash and short-term investments were held by Seaboard’s foreign subsidiaries. Historically, Seaboard has considered substantially all foreign profits as being permanently invested in its foreign operations, including all cash and short-term investments held by foreign subsidiaries. During 2022, Seaboard reversed its indefinite reinvestment assertion in connection with certain previously-taxed undistributed earnings of its Seaboard Marine subsidiary due to the tax effectiveness of repatriating. For all other foreign subsidiaries, Seaboard intends to continue permanently reinvesting their funds outside the U.S. as they continue to demonstrate no need to repatriate them to fund Seaboard’s U.S. operations for the foreseeable future. Seaboard has not recorded deferred taxes for state or foreign withholding taxes that would result upon repatriation of these funds to the U.S. because determination of the tax that might be paid on unremitted earnings if eventually remitted is not practical due to the complexity of the multi-jurisdictional tax environment in which Seaboard operates.
The following table presents a summary of Seaboard’s available borrowing capacity under lines of credit.
Total amount
(Millions of dollars) available
Short-term uncommitted and committed lines $ 1,299
Amounts drawn against lines (314)
Available borrowing capacity as of December 31, 2024 $ 985
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Seaboard had long-term debt of $1.0 billion as of December 31, 2024, which included a Term Loan due 2033 of $963 million. Current maturities of long-term debt were $11 million as of December 31, 2024. The credit agreement governing the Term Loan due 2033 contains customary covenants for credit facilities of this type, including restrictions on the ability to grant liens on assets, incur indebtedness and make certain acquisitions, investments, asset dispositions and dividend payments in excess of specified amounts. Seaboard evaluates opportunities to access efficient financing in the markets where it operates, leveraging low-cost funding to support its operations.
Cash Flows
Cash generated from operating activities was $519 million for the year ended December 31, 2024, compared to $710 million for 2023. The decrease of $191 million in operating cash flows was primarily due to changes in working capital. Cash from working capital was lower due to timing of collections on accounts receivable and less volatility of inventory cost. Operating cash flows during 2024 were also impacted by lower dividend payments of $53 million from two of Seaboard’s equity method investments. The decrease in cash generated from working capital of $417 million was partially offset by the $278 million change in earnings, adjusted for non-cash items.
Cash used in investing activities was $484 million for the year ended December 31, 2024, compared to $273 million for 2023. During 2024, Seaboard invested $511 million in property, plant and equipment, of which $299 million was in the Pork segment and $172 million was in the Marine segment. The Pork segment expenditures were primarily to fund renewable biogas recovery projects. At certain hog farms, the Pork segment has renewable biogas recovery facilities to capture methane from its hog lagoons and convert it into renewable natural gas, which is then injected into the local pipeline infrastructure. Some of these sites were placed in service during 2024, while one remains under construction. The Marine segment expenditures primarily related to installment payments on dual-fueled vessels under construction and the funding of other investments. Two vessels were completed and delivered in 2024, and six other dual-fueled vessels are expected to be completed and delivered in 2025. Cash flows from investing activities for short-term investments are part of Seaboard’s overall liquidity management strategy. Short-term investment purchases are a result of the investment of excess cash, asset allocation from the active management of the portfolio and reinvestment of matured securities.
Cash provided by financing activities was $12 million for the year ended December 31, 2024, compared to cash used in financing activities of $581 million for 2023. Cash flows from financing activities primarily include draws and repayments under committed and uncommitted revolving facilities held with financial institutions across multiple jurisdictions and currencies. There has been significant activity in drawing and repaying lines of credit, with the funds used for working capital and increased investment in capital expenditures. As previously disclosed, during 2023, Seaboard repurchased an aggregate of 189,724 shares of its common stock from certain affiliates in a privately negotiated transaction at a price below the traded market price for an aggregate purchase price of $600 million. The share repurchase was negotiated and approved by a special committee of Seaboard’s Board of Directors, comprised solely of disinterested, independent directors. The special committee was advised by independent legal counsel and an independent financial advisor, and received a fairness opinion from its independent financial advisor regarding the repurchase. The U.S. excise taxes incurred as part of the transaction were paid during 2024.
Capital Expenditures and Other Investments
Seaboard continues to make investments in its operations. The total budget for 2025 capital expenditures is approximately $630 million, with approximately $290 million planned in the Marine segment, primarily for vessels under construction, and approximately $215 million planned in the Pork segment. Management anticipates funding these capital expenditures from a combination of available cash, the use of available short-term investments and Seaboard’s available borrowing capacity.
Also, as of December 31, 2024, Seaboard committed to invest approximately $35 million in certain long-term investments in 2025, primarily real estate-related. Based on specific facts and circumstances, Seaboard may also fund capital calls and issue borrowings for its equity method investments.
Seaboard continues to look for opportunities to further grow and diversify its operations, but there are no definitive plans for additional acquisitions at this time. Management intends to utilize existing liquidity, available borrowing capacity and other financing alternatives to fund these opportunities. The terms and availability of such financing may be impacted by economic and financial market conditions, as well as Seaboard’s financial condition and results of operations at the time Seaboard seeks such financing, and there can be no assurances that Seaboard will be able to obtain such financing on terms that will be acceptable or advantageous.
Future Contractual Obligations
Other than those obligations discussed above, future obligations mostly include normal operating expenses. For operating and finance leases, Seaboard had a current undiscounted obligation of $191 million and a long-term undiscounted obligation of $418 million as of December 31, 2024; see Note 5 to the consolidated financial statements for further
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discussion on leases. The majority of Seaboard’s purchase commitments for materials or supplies are related to hog, grain, freight and fuel procurement contracts with a current obligation of approximately $1.3 billion and a long-term obligation of approximately $576 million as of December 31, 2024; see Note 8 to the consolidated financial statements for further discussion on commitments. Also, Seaboard is subject to obligations under its existing defined benefit pension plans. As of December 31, 2024, the unfunded status of all plans was $24 million. For additional information about Seaboard’s pension plans, see Note 9 to the consolidated financial statements.
RESULTS OF OPERATIONS
Net sales for the years ended December 31, 2024, 2023 and 2022 were $9.1 billion, $9.6 billion and $11.2 billion, respectively. The decrease in sales of $500 million for 2024 compared to 2023 primarily reflected a $422 million decrease in CT&M segment sales due to lower prices of commodities. The decrease of $1.6 billion for 2023 compared to 2022 primarily reflected a sales decline of $1.2 billion in the CT&M segment due to lower prices and volumes of commodities sold and a sales decline of $544 million in the Marine segment due to lower cargo volumes and freight rates. See the net sales discussion by reportable segment below for more details.
Operating income (loss) for the years ended December 31, 2024, 2023 and 2022 was $156 million, ($87) million and $657 million, respectively. The increase in operating income of $243 million for 2024 compared to 2023 primarily reflected an increase in operating income of $475 million in the Pork segment due to higher margins on the sale of pork products and market hogs, partially offset primarily by a decrease in operating income of $146 million in the Marine segment due to lower voyage revenue. The decrease of $744 million for 2023 compared to 2022 primarily reflected a decrease in operating income of $395 million in the Pork segment due to lower margins on the sale of pork products and market hogs and a decline in operating income of $363 million in the Marine segment due to lower voyage revenue. See the operating income discussion by reportable segment below for more details.
Selling, General and Administrative Expenses
Selling, general and administrative (“SG&A”) expenses increased $17 million for the year ended December 31, 2024 compared to 2023. The increase was primarily due to higher personnel costs, partially offset by the $10 million adjustment to the contingent consideration liability recorded during 2023. SG&A expenses for the year ended December 31, 2023 increased $30 million compared to 2022. The increase was primarily due to higher personnel costs, including $7 million for the deferred compensation program, and an adjustment of the contingent consideration liability of $10 million.
Interest Expense
Interest expense increased $14 million for the year ended December 31, 2024 compared to 2023 primarily due to higher interest rates on more outstanding debt, partially offset by an increase of $7 million in capitalized interest on construction in progress. In November 2023, Seaboard amended its Term Loan Credit Agreement and increased the principal amount from $700 million to $975 million. Interest expense increased $18 million for the year ended December 31, 2023 compared to 2022 primarily due to higher interest rates on outstanding debt, partially offset by an increase of $13 million in capitalized interest on construction in progress.
Interest Income
Interest income increased $6 million for the year ended December 31, 2024 compared to 2023 and $30 million for the year ended December 31, 2023 compared to 2022 primarily due to higher interest rates on short-term investments.
Other Investment Income (Loss), Net
Other investment income, net decreased $66 million for the year ended December 31, 2024 compared to 2023. The decrease was primarily due to less unrealized mark-to-market gains on short-term investments. Other investment income, net increased $324 million for the year ended December 31, 2023 compared to 2022. The increase was primarily due to unrealized mark-to-market gains on short-term investments and a $46 million charge recorded during 2022 related to a long-term solar energy investment.
Income Tax Benefit (Expense)
The 2024 effective tax rate was higher than the 2023 effective tax rate primarily due to recording a $212 million valuation allowance on U.S. deferred tax assets. Seaboard has a history of using tax credits before they expire, and although U.S. generally accepted accounting principles (“GAAP”) required Seaboard to record a valuation allowance based on past results, management currently believes that these deferred tax assets will be realized in the future over time before they expire, although there can be no assurance as to the timing or if these will be realized at all. Seaboard’s federal tax credits have long carryforward periods that expire between 2042 and 2044. Despite recent pre-tax book losses in the U.S. operations as a result of challenging commodity conditions, Seaboard has no federal net operating loss carryforwards. The 2023 effective tax rate was lower than the 2022 effective tax rate primarily due to lower earnings, more federal tax credits and a larger state tax benefit due to higher domestic losses. See Note 12 to the consolidated financial statements for further information on Seaboard’s income taxes.
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In 2021, the OECD released Pillar Two as part of its Base Erosion and Profit Shifting initiative. The rules are designed to ensure large multinational companies pay a minimum level of tax on the income arising in each jurisdiction where they operate. The adoption and effective dates of these rules vary by country and the rules include some temporary safe harbors. Several countries in which Seaboard operates enacted Pillar Two laws in 2024, but the impact was not material to Seaboard. Additional countries in which Seaboard has operations have adopted Pillar Two rules effective in 2025. Overall, Seaboard will incur incremental income taxes related to Pillar Two due to operations in jurisdictions with effective tax rates that were lower than 15% prior to implementing the new rules, including but not limited to Isle of Man, the Bahamas and Monaco. Based on preliminary calculations, Seaboard does not expect additional tax cost of Pillar Two to be material in 2025. Seaboard will continue to monitor legislative developments related to Pillar Two in the countries in which it operates and the potential impact on future results.
Segment Results
See Note 13 to the consolidated financial statements for a reconciliation of net sales and operating income by reportable segment to consolidated net sales and consolidated operating income, respectively.
Pork Segment
Income from affiliates $ 26 $ 33 $ 24 $ (7) (21) % $ 9 38 %
The increase in net sales for the year ended December 31, 2024 compared to 2023 was driven by higher volumes and prices of pork products sold which increased sales $128 million and $40 million, respectively, and higher prices and volumes of market hogs sold which increased sales $19 million and $16 million, respectively. Sales associated with the renewable natural gas sites increased due to more production, but are currently not significant. Most renewable natural gas sites are in the early stages of operations and production is dependent upon the maturity of the lagoons.
The increase in operating income for the year ended December 31, 2024 compared to 2023 reflected higher margins on pork products and market hogs sold, primarily due to higher sale prices and lower hog production costs, including lower feed costs of $181 million, and to a lesser extent, a decrease in legal expenses. Also, inventory adjustments to the lower of cost and net realizable value (“LCNRV”) reserve resulted in an increase of $42 million in operating income based on a comparison of changes to the reserve per market prices at each respective period end. Inventory adjustments to the LCNRV reserve were necessary since the third quarter of 2022 to properly state the hog inventory balances at quoted future market prices for pork products and grain costs. With more favorable pork prices and lower grain commodity costs, the LCNRV reserve was not needed as of December 31, 2024. While management anticipates this segment to be profitable in 2025, it is difficult to predict market prices for pork products, the cost of feed or third-party hogs for future periods.
The decrease in net sales for the year ended December 31, 2023 compared to 2022 was due to lower market prices of pork products and market hogs sold which decreased sales $228 million, partially offset by higher volumes of pork products sold that increased sales $37 million.
The decrease in operating income for the year ended December 31, 2023 compared to 2022 primarily reflected $392 million in lower margins on pork products and market hogs due to lower sales prices and higher hog production costs, including higher feed costs of $98 million, and to a lesser extent, an increase in legal expense, partially offset by a decrease in adjustments to the LCNRV inventory reserve of $41 million.
CT&M Segment
Operating income $ 132 $ 145 $ 151 $ (13) (9) % $ (6) (4) %
Net sales decreased for the year ended December 31, 2024 compared to 2023 primarily due to lower average sales prices of commodities sold, which decreased sales $973 million, partially offset by higher volumes, which increased sales
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$551 million. Sales prices for many of Seaboard’s products are directly affected by both domestic and worldwide supply and demand for commodities and competing products, all of which are determined by constantly changing market forces.
Operating income decreased for the year ended December 31, 2024 compared to 2023 primarily due to lower margins driven by $22 million in mark-to-market losses on derivative contracts, partially offset by a $10 million contingent consideration liability adjustment recorded in the prior year. While management anticipates positive operating income, excluding the effects of mark-to-market adjustments, for this segment in 2025, it is difficult to predict worldwide commodity price fluctuations, the uncertain political and economic conditions in the countries in which this segment operates and the volatility in the commodity markets for future periods.
Income from affiliates increased for the year ended December 31, 2024 compared to 2023. CT&M’s investments in affiliates are represented by numerous milling, feed and protein affiliates, with no individual investment representing a material fluctuation. The increase was primarily due to higher margins driven by lower commodity costs.
Net sales decreased for the year ended December 31, 2023 compared to 2022 primarily due to lower average sales prices, which decreased sales $619 million, and lower volumes as a result of increased competition and market dynamics, which decreased sales $532 million.
Operating income decreased for the year ended December 31, 2023 compared to 2022. Margins increased slightly year over year primarily due to lower commodity costs but were offset by a $10 million adjustment to the contingent consideration liability.
Income from affiliates decreased for the year ended December 31, 2023 compared to 2022. The decrease was primarily due to several entities challenged with lower margins due to higher costs and competition, with no individual investment representing a material fluctuation.
Marine Segment
(Millions of dollars) 2024 2023 2022 $ % $ %
The decrease in net sales for the year ended December 31, 2024 compared to 2023 was primarily due to an overall decline in average freight rates driven by competitive pressures, partially offset by an increase in cargo volumes. Cargo volumes increased 7% for the year ended 2024 as compared to the year ended 2023.
The decrease in operating income for the year ended December 31, 2024 compared to 2023 was primarily the result of lower voyage revenue and increases in stevedoring and terminal costs, attributable to increased cargo volumes and rates. While management anticipates this segment will be profitable in 2025, it is difficult to predict changes in fuel costs or other voyage-related costs, cargo volumes or cargo rates for future periods.
The decrease in net sales for the year ended December 31, 2023 compared to 2022 was primarily due to an overall decline in both cargo volumes and freight rates as a result of a general decrease in demand for ocean transportation services. Cargo volumes decreased 17% for the year ended 2023 compared to the year ended 2022.
The decrease in operating income for the year ended December 31, 2023 compared to 2022 was primarily the result of lower voyage revenue, partially offset by lower voyage-related costs, such as slot costs, terminal services, trucking costs and fuel costs, due to the lower cargo volumes and fuel prices.
Liquid Fuels Segment
The decrease in net sales for the year ended December 31, 2024 compared to 2023 reflected lower market prices of environmental credits and fuel sold of $146 million and $25 million, respectively, partially offset by an increase in the volume of fuel sold of $35 million as the renewable diesel plant had more consistent production. Average LCFS and RIN credit market values decreased 17% and 56%, respectively, compared to 2023.
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The increase in operating loss for the year ended December 31, 2024 compared to 2023 primarily reflected lower environmental credit sales and lower margins on fuel sold. Product margins were insignificant after declining selling prices. While management anticipates this segment will be near break-even in 2025, it is difficult to predict market prices for biodiesel, renewable diesel, environmental credits or the cost of feedstocks for future periods.
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. The federal blender’s credits included in sales were $125 million and $103 million for the years ended December 31, 2024 and 2023, respectively.
The increase in net sales for the year ended December 31, 2023 compared to 2022 was primarily due to a $276 million increase in volumes sold from the renewable diesel plant in Hugoton, Kansas, which began operations in the third quarter of 2022. This increase was partially offset by lower market prices of fuel sold of $116 million and lower environmental credit sales of $69 million due to timing.
The increase in operating loss for the year ended December 31, 2023 compared to 2022 reflected lower product margins, driven by lower sales prices. This decrease was partially offset with no mark-to-market derivative contract losses for 2023 compared to $35 million in 2022.
Power Segment
(Millions of dollars) 2024 2023 2022 $ % $ %
The increase in net sales for the year ended December 31, 2024 compared to 2023 reflected a slight increase in power generation, partially offset by lower spot market rates due to lower fuel prices.
The decrease in operating income for the year ended December 31, 2024 compared to 2023 was primarily a result of an increase in maintenance costs. While management anticipates this segment will be profitable in 2025, it is difficult to predict fuel costs or the extent that spot market rates will fluctuate compared to fuel costs or other power producers for future periods.
The increase in net sales for the year ended December 31, 2023 compared to 2022 was primarily driven by more power generation from EDM III, which began operations in June 2022, contributing to an increase in sales of $60 million.
The increase in operating income for the year ended December 31, 2023 compared to 2022 was due to more revenue generated primarily from EDM III’s operations, partially offset primarily by an increase in fuel costs of $12 million and other costs related to EDM III.
Turkey Segment
(Millions of dollars) 2024 2023 2022 $ % $ %
The Turkey segment represents Seaboard’s non-controlling 52.5% investment in Butterball, which is accounted for using the equity method. The decrease in Butterball’s net income of $95 million for the year ended December 31, 2024 compared to 2023 was primarily the result of lower sales of $141 million due to weaker pricing, partially offset by a decrease in production costs, primarily attributable to lower feed costs. The average selling price decreased 8% for the year ended December 31, 2024 compared to 2023, primarily due to lower market prices. Sales volumes did not have a significant impact on the results. While management anticipates this segment will be profitable in 2025, it is difficult to predict market prices for turkey products or the cost of feed for future periods. Butterball’s closure of a further-processing plant in Jonesboro, Arkansas, effective February 3, 2025, is not expected to have a material impact on net income in 2025.
The decrease in Butterball’s net income of $30 million for the year ended December 31, 2023 compared to 2022 was primarily the result of income recorded in 2022 related to a $21 million gain on the sale of businesses and $11 million of mark-to-market gains on interest-rate swap agreements that were terminated in 2022. The decrease was partially offset by
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higher margins with a stronger mix of value-added products sold and production efficiencies. Volumes sold decreased 7% for the year ended December 31, 2023 compared to 2022.
CRITICAL ACCOUNTING ESTIMATES
The preparation of Seaboard’s consolidated financial statements requires management to make estimates, judgments and assumptions. See Note 1 to the consolidated financial statements for a discussion of significant accounting policies.Management has identified the accounting estimates believed to be the most important to the portrayal of Seaboard’s financial condition and results of operations and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of inherently uncertain matters. Management has reviewed these critical accounting estimates with the Audit Committee of the Board of Directors.
Realizability of Deferred Tax Assets– Recording income taxes requires judgment in the use of assumptions and estimates. As of each reporting date, management considers new information that could affect its conclusions regarding the future realization of Seaboard’s deferred tax assets. In evaluating Seaboard’s ability to recover deferred tax assets within the jurisdiction from which they arise, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and results of recent operations. Circumstances may change over time such that previous negative evidence no longer exists, and new conditions should be evaluated as positive or negative evidence that could affect the realization of the deferred tax assets. Seaboard might rely more on forecasts in the future for certain evidence and given the inherent uncertainty involved, there can be significant differences between anticipated and actual results. Unforeseen events may significantly impact forecasts or actual results, and these changes could have a material impact on Seaboard’s income taxes. Since the evaluation requires consideration of events that may occur some years into the future, significant judgment is required, and management’s conclusion could be materially different if certain expectations do not materialize.
During the third quarter of 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, which is significant objective negative evidence in considering whether deferred tax assets are realizable. Under U.S. GAAP, the presence of a three-year cumulative loss limits Seaboard’s ability to consider other subjective evidence, such as its expectations of future taxable income and projections of growth. As of December 31, 2024, Seaboard had a valuation allowance of $242 million which could reverse in future periods when positive sufficient evidence is achieved. Seaboard’s valuation allowance and related charge to expense increased $212 million during the year ended December 31, 2024. A reversal would result in a benefit to income taxes and an increase in net income during the applicable period in which the allowance is reversed. A valuation allowance is maintained on deferred tax assets until there is sufficient evidence to support the reversal of the allowance.
Accrued Pension Liability – The measurement of Seaboard’s pension liability and related expense is dependent on a variety of assumptions and estimates regarding future events. These assumptions include discount rates, assumed rate of return on plan assets, compensation increases, mortality rates and retirement rates. The discount rate and return on plan assets are important elements of liability and expense measurement and are reviewed on an annual basis. The effect of decreasing both the discount rate and assumed rate of return on plan assets by 50 basis points would have an immaterial impact on pension expense. The effects of actual results differing from the assumptions (i.e. gains or losses) are primarily accumulated in accrued pension liability and amortized over future periods if they exceed the 10% corridor and therefore could affect Seaboard’s recognized pension expense in such future periods as permitted under U.S. GAAP. See Note 9 to the consolidated financial statements for discussion of the pension rates and assumptions.
NEW ACCOUNTING PRONOUNCEMENTS
See Note 1 to the consolidated financial statements for a discussion of recently issued accounting standards.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Seaboard is exposed to various types of market risks in its day-to-day operations. Primary market risk exposures result from changing commodity prices, foreign currency exchange rates, interest rates and equity prices. Occasionally derivatives are used to manage these overall market risks; however, Seaboard does not perform the extensive record-keeping required to account for derivative transactions as hedges. As a result, fluctuations in the related prices could have a material impact on earnings in any given year. From time to time, Seaboard also enters into speculative derivative transactions related to its market risks.
Commodity price changes affect the cost of necessary raw materials and other inventories, finished product sales and firm sales commitments. Seaboard uses various grain, hog, oilseed and other commodity futures and options purchase contracts to manage certain risks of increasing prices of inventories and firm sales commitments or anticipated sales contracts. Short sales contracts are used to offset the open purchase derivatives when the related commodity inventory is purchased in advance of the derivative maturity, effectively offsetting the initial futures or option purchase contract.
The political and economic conditions of the countries in which Seaboard does business, along with fluctuations in the value of the U.S. dollar, cause volatility in foreign currency exchange rates, which exposes Seaboard to fluctuating foreign currency gains and losses that cannot be predicted. Since changes in foreign currency exchange rates affect the cash paid or received on foreign currency-denominated receivables and payables, Seaboard manages certain of these risks through the use of foreign currency exchange agreements.
The following table presents the sensitivity of the fair value of Seaboard’s derivatives to a hypothetical 10% change in market prices and foreign exchange rates as of December 31, 2024 and 2023. The fair value is calculated for each item by valuing each net position at quoted market prices as of the applicable date.
Grains and oilseeds $ 34 $ 19
Hogs and pork products 3 2
Foreign currencies 36 17
Seaboard’s short-term investment portfolio includes both debt and equity securities. Accordingly, Seaboard is exposed to both interest rate risk and equity price risk. Approximately 45% of the debt securities in the short-term investment portfolio have fixed interest rates. Increases in interest rates decrease the fair value of debt securities and vice versa. As of December 31, 2024 and 2023, a hypothetical 10% change in interest rates would have had an immaterial impact on the fair value of Seaboard’s debt securities. Equity price risk is the risk that Seaboard may incur losses due to adverse changes in the market prices of the equity securities it holds in its short-term investment portfolio. As of December 31, 2024 and 2023, a hypothetical 10% change in market prices of Seaboard’s equity securities would have impacted results of operations by $30 million and $24 million, respectively.
As changes in interest rates affect the cash required to service variable-rate debt, Seaboard may use interest rate exchange agreements to manage risks of increasing interest rates. At December 31, 2024, Seaboard had variable-rate long-term debt outstanding of $963 million with an interest rate of 6.08%. A hypothetical 10% change in interest rates effective at December 31, 2024 would have had an immaterial impact on interest expense. Long-term debt sensitive to changes in interest rates as of December 31, 2023 totaled $973 million with an interest rate of 7.08%.
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Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Seaboard Corporation:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Seaboard Corporation and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
(i) Sufficiency of audit evidence over net sales
As described in Note 13 to the consolidated financial statements, the Company earned $9.1 billion of net sales in 2024. Net sales were primarily generated by the Company’s Pork, Commodity Trading and Milling, Marine, Liquid Fuels, and Power operations, which were dispersed over numerous countries. We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. Evaluating the sufficiency of audit evidence obtained required auditor judgment due to the geographical dispersion of net sales. Furthermore, given the disaggregation of local management and language differences between locations, our audit team consisted of auditors located in multiple countries around the world. The following are the primary procedures we performed to address this critical audit matter. We evaluated the nature and amounts of the Company’s net sales at its various locations and applied auditor judgment to determine the locations at which procedures were to be performed. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s net sales process, including controls related to the recognition of global net sales amounts. We tested samples of individual net sales transactions by comparing the amounts recognized by the Company to relevant underlying documentation such as purchase orders, contractual arrangements, and delivery documents, as applicable. We also performed a software-assisted data analysis to test relationships among certain revenue transactions. In addition, we evaluated the sufficiency of audit evidence obtained over net sales by assessing the results of procedures performed, including the appropriateness of the nature and extent of audit effort.
We have served as the Company’s auditor since 1959.
Kansas City, Missouri
February 13, 2025
27
SEABOARD CORPORATION
Consolidated Statements of Comprehensive Income
Years ended December 31,
(Millions of dollars except share and per share amounts) 2024 2023 2022
Net sales:
Cost of sales and operating expenses:
Total cost of sales and operating expenses 8,524 9,246 10,213
Selling, general and administrative expenses 420 403 373
Operating income (loss) 156 (87) 657
Other income (expense):
Interest expense (includes $1, $0 and $0 from affiliates) (72) (58) (40)
Interest income (includes $3, $5 and $2 from affiliates) 68 62 32
Income from affiliates 85 105 152
Other investment income (loss), net 19 85 (239)
Foreign currency gains (losses), net (9) (4) 5
Miscellaneous, net (1) 4 12
Total other income (expense), net 90 194 (78)
Earnings before income taxes 246 107 579
Income tax benefit (expense) (156) 120 3
Less: Net earnings attributable to noncontrolling interests (2) (1) (2)
Net earnings attributable to Seaboard $ 88 $ 226 $ 580
Foreign currency translation adjustment 4 (3) (33)
Unrecognized pension cost 30 15 43
Other comprehensive income, net of tax $ 34 $ 12 $ 10
Comprehensive income attributable to Seaboard $ 122 $ 238 $ 590
See accompanying notes to consolidated financial statements.
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SEABOARD CORPORATION
Consolidated Balance Sheets
December 31,
(Millions of dollars except share and per share amounts) 2024 2023
Assets
Current assets:
Cash and cash equivalents $ 98 $ 56
Short-term investments 1,075 973
Receivables:
Due from affiliates 87 127
Other (includes $5 and $0 due from affiliates) 166 152
Total receivables 822 779
Allowance for credit losses (31) (30)
Other current assets 146 123
Operating lease right-of-use assets, net 382 394
Investments in and advances to affiliates 738 731
Other intangible assets, net 19 26
Deferred tax asset 69 199
Other non-current assets (includes $1 and $2 due from affiliates) 215 283
Liabilities and Stockholders’ Equity
Current liabilities:
Lines of credit $ 314 $ 255
Accounts payable (includes $31 and $1 to affiliates) 418 400
Accrued compensation and benefits 128 143
Deferred revenue (includes $17 and $28 from affiliates) 83 66
Operating lease liabilities 134 117
Accrued voyage costs 74 56
Other current liabilities 256 298
Total current liabilities 1,407 1,335
Long-term debt, less current maturities 987 997
Long-term operating lease liabilities 276 304
Accrued pension liability 67 74
Deferred tax liability 32 32
Other non-current liabilities 147 190
Commitments and contingent liabilities
Stockholders’ equity:
Accumulated other comprehensive loss (376) (410)
Total Seaboard stockholders’ equity 4,729 4,616
Noncontrolling interests 20 18
Total liabilities and equity $ 7,665 $ 7,566
See accompanying notes to consolidated financial statements.
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SEABOARD CORPORATION
Consolidated Statements of Changes in Equity
Accumulated
Other
Common Comprehensive Retained Noncontrolling
Comprehensive income:
Net earnings — — 580 2 582
Other comprehensive income, net of tax — 10 — — 10
Distributions to noncontrolling interests — — — (2) (2)
Dividends on common stock, $9.00/share — — (10) — (10)
Comprehensive income:
Net earnings — — 226 1 227
Other comprehensive income, net of tax — 12 — — 12
Repurchase of common stock from affiliates — — (608) — (608)
Distributions to noncontrolling interests — — — (1) (1)
Dividends on common stock, $9.00/share — — (10) — (10)
Comprehensive income:
Net earnings — — 88 2 90
Other comprehensive income, net of tax — 34 — — 34
Dividends on common stock, $9.00/share — — (9) — (9)
See accompanying notes to consolidated financial statements.
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SEABOARD CORPORATION
Consolidated Statements of Cash Flows
Years ended December 31,
Operating activities:
Depreciation and amortization 311 283 235
Income from affiliates (85) (105) (152)
Other investment loss (income), net (19) (85) 239
Dividends received from affiliates 64 117 40
Receivables, net of allowance (46) 176 (188)
Other assets (12) 3 (7)
Accounts payable (5) (32) 26
Other liabilities, exclusive of debt (10) 73 (6)
Net cash from operating activities 519 710 676
Investing activities:
Purchase of short-term investments (1,366) (2,519) (567)
Proceeds from sale of short-term investments 1,354 2,686 717
Proceeds from maturity of short-term investments 14 60 15
Capital expenditures (511) (506) (474)
Proceeds from sale of property, plant and equipment 34 34 29
Purchase of long-term investments (13) (16) (117)
Acquisition of business — — (58)
Proceeds from sale of non-consolidated affiliates 13 — 13
Investments in and advances to non-consolidated affiliates — (11) (4)
Other, net (9) (1) 9
Net cash used in investing activities (484) (273) (437)
Financing activities:
Uncommitted lines of credit, net (10) (172) (27)
Draws under committed lines of credit 1,440 1,173 1,215
Repayments of committed lines of credit (1,370) (1,199) (1,241)
Proceeds from long-term debt — 310 1
Principal payments of long-term debt (10) (8) (8)
Proceeds from payable to affiliate 29 — —
Finance lease payments (49) (57) (44)
Payment of contingent consideration — (14) —
Repurchase of common stock from affiliates (8) (600) —
Dividends paid (9) (10) (10)
Other, net (1) (4) (2)
Net cash from (used in) financing activities 12 (581) (116)
Effect of exchange rate changes on cash and cash equivalents (5) 1 1
Net change in cash and cash equivalents 42 (143) 124
Cash and cash equivalents at beginning of year 56 199 75
Cash and cash equivalents at end of year $ 98 $ 56 $ 199
See accompanying notes to consolidated financial statements.
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SEABOARD CORPORATION
Notes to Consolidated Financial Statements
Note 1− Summary of Significant Accounting Policies
Operations of Seaboard Corporation and its Subsidiaries
Seaboard Corporation and its subsidiaries (collectively, “Seaboard”) together comprise a diversified group of companies that operate worldwide in agricultural, energy and ocean transport businesses. Seaboard is primarily engaged in hog production, pork processing and biofuel production in the United States (“U.S.”); commodity trading and grain processing in Africa and South America; cargo shipping services in the U.S., Caribbean and Central and South America; electric power generation in the Dominican Republic and sugar and alcohol production in Argentina. Seaboard also has an equity method investment in Butterball, LLC (“Butterball”), a producer and processor of turkey products. Seaboard’s outstanding common stock is closely held, with approximately 73% collectively owned by Seaboard Flour LLC and SFC Preferred, LLC.
Seaboard has six 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.
Principles of Consolidation
The consolidated financial statements include the accounts of Seaboard Corporation and its domestic and foreign subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Financial information from certain foreign subsidiaries is reported on a one- to three-month lag, depending on the specific entity.
Investments in Affiliates
Investments in non-consolidated affiliates, where Seaboard has significant influence but does not have a controlling interest, are accounted for by the equity method. Under the equity method of accounting, the initial investment is recorded at cost and the investment is subsequently adjusted for its proportionate share of earnings or losses and dividends, including consideration of basis differences resulting from the difference between the initial carrying amount of the investment and the underlying equity in net assets. Seaboard reviews its investments in affiliates for impairment whenever events or changes in business circumstances indicate that the carrying amount of the investments may not be fully recoverable. For the CT&M segment, investments in affiliates are primarily in foreign countries, which are less developed than the U.S. and therefore expose Seaboard to greater financial risks. At certain times when there are ongoing losses, local economies are depressed, commodity-based markets are less stable or foreign governments cause challenging business conditions, management evaluates the fair value of the equity method investments for impairment. As the fair value of these investments is not readily determinable, management uses other methods to determine fair value such as estimated future cash flows, including assumptions on growth rates and consideration of other local business conditions as applicable.
Use of Estimates
These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Foreign Currency Transactions and Translation
Seaboard has operations in several foreign countries, and the currencies of the countries fluctuate in relation to the U.S. dollar, resulting in foreign currency gains and losses. Certain CT&M segment subsidiaries located in Ivory Coast, Senegal and Zambia use local currency as their functional currency. Assets and liabilities of these subsidiaries are translated to U.S. dollars at year-end exchange rates, and income and expenses are translated at average exchange rates. Translation gains and losses are recorded as components of other comprehensive income (loss). Also, certain non-consolidated affiliates, primarily in the CT&M segment, use local currency as their functional currency.
Cash and Cash Equivalents
Cash equivalents include all demand deposits, overnight investments and other highly liquid investments with original maturities of three months or less.
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SEABOARD CORPORATION
Notes to Consolidated Financial Statements
Supplemental Cash Flow Information
The amounts paid for interest and income taxes are as follows:
Years ended December 31,
Interest, net of interest capitalized $ 57 $ 56 $ 35
Income taxes, net of refunds and tax credit sale proceeds 40 47 101
During 2024, Seaboard sold the majority of its 2023 transferable federal investment tax credits and received proceeds of $28 million. Proceeds from the sale of tax credits are presented within cash flows from operating activities.
Non-cash activities include capital expenditures of $25 million, $4 million and $15 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 $29 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 $30 million to settle a euro-denominated contingent consideration liability related to a 2018 CT&M segment acquisition. Cash flows from financing activities included the $14 million recognized at the acquisition date, and cash flows from operating activities included the remaining $16 million.
Short-Term Investments
Short-term investments are categorized as trading securities and carried at fair value. Changes in the fair value of short-term investments are recorded as unrealized gains and losses included in other investment income (loss), net in the consolidated statements of comprehensive income, with any purchases and sales recorded on a settlement date basis.
Accounts Receivable
Accounts receivable are recorded at the invoiced amount and generally do not bear interest.
The allowance for credit losses is Seaboard’s best estimate of the amount of probable credit losses using the current expected credit loss model. This model estimates the lifetime of expected credit loss based on historical experience, current conditions and reasonable supportable forecasts. Changes in estimates, developing trends and other new information can have a material effect on future evaluations. As of December 31, 2024 and 2023, Seaboard had gross foreign receivables of approximately $475 million and $522 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:
Balance at Balance at
Allowance for Credit Losses:
(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.
Notes Receivable
Notes receivable are included in other receivables, if current, and other non-current assets, if long-term. Seaboard’s notes receivable balances, net of reserves, were $34 million and $41 million as of December 31, 2024 and 2023, respectively. There were notes receivable due from affiliates outstanding of $6 million and $2 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
The activity within the allowance for notes receivable was as follows:
Balance at Balance at
Allowance for Notes Receivable:
Inventories
Grain, flour and feed inventories at the CT&M segment’s foreign milling operations are valued at the lower of weighted-average cost and net realizable value (“NRV”). All other inventories are valued at the lower of first-in, first-out (“FIFO”) cost and NRV. In determining NRV, management makes assumptions regarding estimated sales prices, estimated costs to complete and estimated disposal costs. Changes in future market prices or facts and circumstances could result in a material write-down in the value of inventory or decreased future margins on the sale of inventory.
Property, Plant and Equipment
Property, plant and equipment are carried at cost and, except for land, depreciated using the straight-line method over an estimated useful life. Property, plant and equipment under finance leases are stated at the present value of minimum lease payments and subsequently amortized using the straight-line method over the earlier of the end of their useful life or the end of the lease term. Routine maintenance, repairs and minor renewals are expensed as incurred, while major renewals and improvements are capitalized.
Property, plant and equipment and other long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset. Impairment is recognized if the carrying amount of the assets exceeds the estimated fair value of the assets. Operational challenges experienced with the renewable diesel plant and unfavorable biofuel and environmental credit market prices have resulted in Liquid Fuels segment operating losses. During the fourth quarter of 2024, management performed an asset impairment test and concluded assets were not impaired.
Right-of-Use Assets and Lease Liabilities
Right-of-use (“ROU”) assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available at the lease commencement date. For leases that do not have readily determinable implicit discount rates, Seaboard adjusts its incremental borrowing rate by the local risk-free interest rate on its term loan with a credit risk premium corresponding to Seaboard’s unreported credit rating. Then Seaboard determines discount rates based on term, country and currency where the leased asset is located. Seaboard accounts for lease and non-lease components as a single lease component for all classes of underlying assets. Seaboard does not recognize ROU assets and lease liabilities for short-term leases with terms greater than one month but less than 12 months.
Goodwill and Other Intangible Assets
Goodwill is assessed annually for impairment by each reporting unit during the fourth quarter. Goodwill is assessed more frequently if events or changes in circumstances indicate that impairment is likely. Seaboard first assesses qualitative factors to determine whether it is more likely than not the fair value of any reporting unit is less than its carrying amount. If qualitative factors indicate more likely than not that an impairment is possible, Seaboard performs a quantitative impairment test using discounted cash flow analysis by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value.
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SEABOARD CORPORATION
Notes to Consolidated Financial Statements
The changes in the carrying amount of goodwill were as follows:
Pork CT&M
(Millions of dollars) Segment Segment Total
Foreign currency translation — 6 6
Foreign currency translation — 4 4
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:
Customer Trade Customer Trade
Net carrying amount $ 12 $ 7 $ 19 $ 17 $ 9 $ 26
Amortization of intangible assets was $8 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 $8 million each year for the next two years and $3 million in year three.
Accrued Self-Insurance
Seaboard is self-insured for certain levels of workers’ compensation, health care coverage, property damage, vehicle, product recall and general liability. Liabilities associated with some of these risks are estimated based on actuarially-determined amounts and accrued in part by considering historical claims experience, demographic factors, severity factors and other actuarial assumptions. Changes in estimates to previously recorded reserves are reflected in current operating results.
Asset Retirement Obligation
Seaboard records a long-lived asset and a related liability for the asset retirement obligation costs associated with the closure of all hog lagoons. Based on detailed assessments and appraisals obtained to estimate the future asset retirement obligation costs, Seaboard records the present value of the projected costs in other non-current liabilities in the consolidated balance sheets. The retirement asset is depreciated over the economic life of the related asset. The following table shows the changes in the asset retirement obligation:
December 31,
Beginning balance $ 34 $ 32
Accretion expense 2 2
Ending balance $ 36 $ 34
Pension Plans
Seaboard records annual income and expense amounts relating to its pension plans based on calculations which include various actuarial assumptions, including discount rates, mortality, assumed rates of return, compensation increases and retirement rates. Seaboard reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is deemed appropriate to do so. The effect of modifications on the value of plan obligations and assets is recognized immediately within other comprehensive income (loss) and amortized into operating earnings over future periods using the corridor approach. Actuarial (gains) losses that exceed 10% of the greater of the pension benefit obligation or the fair value of plan assets are generally amortized over the average remaining working lifetime of the participants. The measurement date for all plans is December 31. Any overfunded status is recognized as an asset and any underfunded status is recognized as a liability. The service cost component of net periodic benefit cost is recorded in either cost of sales or selling, general and administrative expenses depending upon the employee, and the other components of net periodic benefit cost are recorded in miscellaneous, net in the consolidated statements of comprehensive income. Settlements are recognized when lump sum payments on a cumulative basis exceed the service cost plus interest cost for the respective plan.
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SEABOARD CORPORATION
Notes to Consolidated Financial Statements
Revenue Recognition
Almost all of Seaboard’s contracts with its customers are less than one year. Seaboard recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration it expects to receive in exchange for those goods or services. The majority of Seaboard’s revenue arrangements consist of a single performance obligation as the promise to transfer the individual product or service is not separately identifiable from other promises in the contracts, including shipping and handling and customary storage, and, therefore, not distinct. Revenue from goods and services transferred to customers at a single point in time accounts for approximately 85% of Seaboard’s net sales. Substantially all of the sales in Seaboard’s Marine segment are recognized ratably over the transit time for each voyage, as the performance obligation to its customers is satisfied.
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.
Research and Development
Seaboard conducts research and development activities to develop new products and to improve existing products and processes. Seaboard incurred research and development expenses of $113 million, $361 million and $210 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Income Taxes
Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Effects of changes in tax laws, including retroactive changes, are recognized in the financial statements in the period that the changes are enacted.
Each reporting period, Seaboard assesses the realizability of its deferred tax assets and the amount of any valuation allowance for each relevant taxing jurisdiction. A valuation allowance is established if it is more likely than not that the deferred tax assets will not be realized. Realizability of deferred tax assets is based on the weight of available positive and negative evidence to estimate whether sufficient future taxable income will be generated.
Seaboard accounts for the global intangible low-taxed income (“GILTI”) provision and the base-erosion and anti-abuse tax provision taxes in the period incurred. The Organization for Economic Co-operation and Development’s Pillar Two Model Rules (“Pillar Two”) are considered an alternative minimum tax, and therefore deferred taxes are not recognized or adjusted for the estimated future effects of the minimum tax.
For quarters, Seaboard computes its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pre-tax income or loss and adjusts the provision for discrete tax items recorded in the period. If an annual effective tax rate cannot be reasonably estimated, Seaboard uses the actual effective tax rate.
Earnings Per Common Share
Earnings per common share are based upon the weighted-average shares outstanding during the period. Basic and diluted earnings per share are the same for all periods presented.
Recently Issued Accounting Standards Adopted
For the year ended December 31, 2024, Seaboard adopted Financial Accounting Standards Board (“FASB”) guidance that requires incremental segment disclosures including the disclosure of significant segment expenses regularly provided to Seaboard’s chief operating decision maker (“CODM”). The disclosure requirements were applied retrospectively to all prior periods presented in the financial statements. These additional disclosures are effective for interim reporting periods beginning on January 1, 2025. See Note 13 to the consolidated financial statements for disclosure impacts from this new accounting standard.
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SEABOARD CORPORATION
Notes to Consolidated Financial Statements
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, the FASB issued guidance that requires additional detailed income tax disclosures related to standardization and disaggregation of information in the rate reconciliation of effective tax rates to statutory rates and income taxes paid by jurisdiction. This accounting standard should be applied on a prospective basis, although retrospective adoption is permitted. Seaboard will adopt this guidance for the annual reporting period beginning on January 1, 2025. Seaboard is assessing the impact this guidance will have on its disclosures.
In November 2024, the FASB issued guidance which requires disclosure of incremental income statement expense information on an annual and interim basis, primarily through additional expense disclosures including disaggregation of specific expense categories including, but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. Prospective application is required, and retrospective application is permitted. Seaboard will adopt this guidance for the annual reporting period beginning on January 1, 2027, and interim periods within the annual year beginning on January 1, 2028. Seaboard is assessing the impact this guidance will have on its disclosures.
Note 2 − Investments
The following is a summary of the fair value of short-term investments classified as trading securities:
December 31,
(Millions of dollars) 2024 2023
Domestic equity securities $ 205 $ 143
Foreign equity securities 98 96
Domestic debt securities 635 593
Foreign debt securities 102 120
Money market funds held in trading accounts 28 17
Other trading securities 7 4