UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 26, 2020July 3, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________________________ to ____________________________________
Commission File Number: 1-3390
Seaboard Corporation
(Exact name of registrant as specified in its charter)
| | |
Delaware | | 04-2260388 |
(State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification No.) |
| | |
9000 West 67th Street, Merriam, Kansas | | 66202 |
(Address of principal executive offices) | | (Zip Code) |
(913) 676-8800
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock $1.00 Par Value | SEB | NYSE American |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
Large Accelerated Filer ⌧ | Accelerated Filer ◻ |
Non-Accelerated Filer ◻ | Smaller Reporting Company ☐ |
| Emerging Growth Company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧.
There were 1,160,779 shares of common stock, $1.00 par value per share, outstanding on October 20, 2020.July 27, 2021.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
SEABOARD CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
| | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended | | ||||||||
| September 26, | | September 28, | | September 26, | | September 28, | | ||||
(Millions of dollars except share and per share amounts) | 2020 |
| 2019 |
| 2020 |
| 2019 |
| ||||
Net sales: | | | | | | | | | | | | |
Products (affiliate sales of $226, $339, $817 and $1,017) | $ | 1,362 | | $ | 1,359 | | $ | 4,333 | | $ | 4,117 | |
Services (affiliate sales of $4, $5, $16 and $13) |
| 257 | |
| 270 | |
| 746 | |
| 814 | |
Other |
| 26 | |
| 34 | |
| 57 | |
| 97 | |
Total net sales |
| 1,645 | |
| 1,663 | |
| 5,136 | |
| 5,028 | |
Cost of sales and operating expenses: | | | | | | | | | | | | |
Products |
| 1,294 | |
| 1,329 | |
| 4,090 | |
| 3,981 | |
Services |
| 215 | |
| 239 | |
| 656 | |
| 717 | |
Other |
| 18 | |
| 21 | |
| 46 | |
| 70 | |
Total cost of sales and operating expenses |
| 1,527 | |
| 1,589 | |
| 4,792 | |
| 4,768 | |
Gross income |
| 118 | |
| 74 | |
| 344 | |
| 260 | |
Selling, general and administrative expenses |
| 89 | |
| 80 | |
| 241 | |
| 247 | |
Operating income (loss) |
| 29 | |
| (6) | |
| 103 | |
| 13 | |
Other income (expense): | | | | | | | | | | | | |
Interest expense |
| (6) | |
| (9) | |
| (17) | |
| (27) | |
Interest income |
| 6 | |
| 10 | |
| 17 | |
| 25 | |
Loss from affiliates |
| (6) | |
| (15) | |
| (27) | |
| (49) | |
Other investment income (loss), net |
| 56 | |
| 2 | |
| (41) | |
| 152 | |
Foreign currency gains (losses), net |
| (5) | |
| 1 | |
| (21) | |
| 3 | |
Miscellaneous, net |
| 1 | |
| (1) | |
| 3 | |
| (1) | |
Total other income (expense), net |
| 46 | |
| (12) | |
| (86) | |
| 103 | |
Earnings (loss) before income taxes |
| 75 | |
| (18) | |
| 17 | |
| 116 | |
Income tax benefit (expense) |
| 72 | |
| 11 | |
| 1 | |
| (8) | |
Net earnings (loss) | $ | 147 | | $ | (7) | | $ | 18 | | $ | 108 | |
Less: Net loss attributable to noncontrolling interests |
| 0 | |
| 0 | |
| 0 | |
| 0 | |
Net earnings (loss) attributable to Seaboard | $ | 147 | | $ | (7) | | $ | 18 | | $ | 108 | |
| | | | | | | | | | | | |
Earnings (loss) per common share | $ | 126.17 | | $ | (6.00) | | $ | 15.14 | | $ | 92.97 | |
Average number of shares outstanding |
| 1,160,779 | |
| 1,165,081 | |
| 1,161,792 | |
| 1,166,073 | |
| | | | | | | | | | | | |
Other comprehensive income (loss), net of income tax expense of $2, $0, $3 and $0: | | | | | | | | | | | | |
Foreign currency translation adjustment |
| 5 | |
| 2 | |
| (11) | |
| (9) | |
Unrecognized pension cost |
| 5 | |
| 1 | |
| 7 | |
| 7 | |
Other comprehensive income (loss), net of tax | $ | 10 | | $ | 3 | | $ | (4) | | $ | (2) | |
Comprehensive income (loss) |
| 157 | |
| (4) | |
| 14 | |
| 106 | |
Less: Comprehensive loss attributable to noncontrolling interests |
| 0 | |
| 0 | |
| 0 | |
| 0 | |
Comprehensive income (loss) attributable to Seaboard | $ | 157 | | $ | (4) | | $ | 14 | | $ | 106 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended | | ||||||||
| July 3, | | June 27, | | July 3, | | June 27, | | ||||
(Millions of dollars except share and per share amounts) | 2021 |
| 2020 |
| 2021 |
| 2020 |
| ||||
Net sales: | | | | | | | | | | | | |
Products (affiliate sales of $392, $332, $685 and $591) | $ | 2,089 | | $ | 1,589 | | $ | 3,820 | | $ | 2,971 | |
Services (affiliate sales of $4, $6, $9 and $12) |
| 330 | |
| 206 | |
| 643 | |
| 489 | |
Other |
| 11 | |
| 13 | |
| 26 | |
| 31 | |
Total net sales |
| 2,430 | |
| 1,808 | |
| 4,489 | |
| 3,491 | |
Cost of sales and operating expenses: | | | | | | | | | | | | |
Products |
| 1,894 | |
| 1,520 | |
| 3,500 | |
| 2,798 | |
Services |
| 269 | |
| 185 | |
| 530 | |
| 441 | |
Other |
| 14 | |
| 14 | |
| 28 | |
| 28 | |
Total cost of sales and operating expenses |
| 2,177 | |
| 1,719 | |
| 4,058 | |
| 3,267 | |
Gross income |
| 253 | |
| 89 | |
| 431 | |
| 224 | |
Selling, general and administrative expenses |
| 88 | |
| 80 | |
| 174 | |
| 152 | |
Operating income |
| 165 | |
| 9 | |
| 257 | |
| 72 | |
Other income (expense): | | | | | | | | | | | | |
Interest expense |
| (6) | |
| (6) | |
| 4 | |
| (11) | |
Interest income |
| 6 | |
| 4 | |
| 11 | |
| 11 | |
Income (loss) from affiliates |
| (5) | |
| (17) | |
| 1 | |
| (21) | |
Other investment income (loss), net |
| 46 | |
| 128 | |
| 117 | |
| (97) | |
Foreign currency gains (losses), net |
| (7) | |
| (5) | |
| 2 | |
| (16) | |
Miscellaneous, net |
| 1 | |
| 1 | |
| 7 | |
| 2 | |
Total other income (expense), net |
| 35 | |
| 105 | |
| 142 | |
| (132) | |
Earnings (loss) before income taxes |
| 200 | |
| 114 | |
| 399 | |
| (60) | |
Income tax expense |
| (24) | |
| (141) | |
| (44) | |
| (70) | |
Net earnings (loss) | $ | 176 | | $ | (27) | | $ | 355 | | $ | (130) | |
Less: Net loss attributable to noncontrolling interests |
| 0 | |
| 0 | |
| 0 | |
| 0 | |
Net earnings (loss) attributable to Seaboard | $ | 176 | | $ | (27) | | $ | 355 | | $ | (130) | |
| | | | | | | | | | | | |
Earnings (loss) per common share | $ | 151.56 | | $ | (23.51) | | $ | 305.59 | | $ | (112.33) | |
Average number of shares outstanding |
| 1,160,779 | |
| 1,160,779 | |
| 1,160,779 | |
| 1,162,307 | |
| | | | | | | | | | | | |
Other comprehensive income (loss), net of income tax expense of $1, $1, $1 and $1: | | | | | | | | | | | | |
Foreign currency translation adjustment |
| (15) | |
| (19) | |
| — | |
| (16) | |
Unrecognized pension cost |
| 4 | |
| — | |
| 5 | |
| 2 | |
Other comprehensive income (loss), net of tax | $ | (11) | | $ | (19) | | $ | 5 | | $ | (14) | |
Comprehensive income (loss) |
| 165 | |
| (46) | |
| 360 | |
| (144) | |
Less: Comprehensive loss attributable to noncontrolling interests |
| 0 | |
| 0 | |
| 0 | |
| 0 | |
Comprehensive income (loss) attributable to Seaboard | $ | 165 | | $ | (46) | | $ | 360 | | $ | (144) | |
| | | | | | | | | | | | |
See accompanying notes to condensed consolidated financial statements.
2
SEABOARD CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
| | | | | | | | | | | | |
| September 26, | | December 31, |
| July 3, | | December 31, |
| ||||
(Millions of dollars except share and per share amounts) | 2020 |
| 2019 |
| 2021 |
| 2020 |
| ||||
Assets | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | |
Cash and cash equivalents | $ | 92 | | $ | 125 | | $ | 92 | | $ | 76 | |
Short-term investments |
| 1,245 | |
| 1,434 | |
| 1,483 | |
| 1,465 | |
Receivables, net |
| 525 | |
| 646 | | ||||||
Receivables, net of allowance for credit losses of $30 and $28 |
| 642 | |
| 532 | | ||||||
Inventories |
| 1,062 | |
| 1,022 | |
| 1,497 | |
| 1,178 | |
Other current assets |
| 91 | |
| 123 | |
| 164 | |
| 103 | |
Total current assets |
| 3,015 | |
| 3,350 | |
| 3,878 | |
| 3,354 | |
Property, plant and equipment, net |
| 1,514 | |
| 1,431 | |
| 1,744 | |
| 1,582 | |
Operating lease right of use assets, net | | 404 | | | 446 | | | 416 | | | 390 | |
Investments in and advances to affiliates |
| 698 | |
| 735 | |
| 666 | |
| 698 | |
Goodwill |
| 164 | |
| 164 | |
| 164 | |
| 167 | |
Other non-current assets |
| 181 | |
| 159 | |
| 202 | |
| 208 | |
Total assets | $ | 5,976 | | $ | 6,285 | | $ | 7,070 | | $ | 6,399 | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | |
Lines of credit | $ | 271 | | $ | 246 | | $ | 474 | | $ | 222 | |
Current maturities of long-term debt |
| 56 | |
| 62 | |
| 9 | |
| 55 | |
Accounts payable |
| 210 | |
| 368 | |
| 390 | |
| 276 | |
Deferred revenue | | 58 | | | 80 | | | 95 | | | 89 | |
Operating lease liabilities | | 111 | | | 104 | | | 137 | | | 111 | |
Other current liabilities |
| 304 | |
| 329 | |
| 308 | |
| 323 | |
Total current liabilities |
| 1,010 | |
| 1,189 | |
| 1,413 | |
| 1,076 | |
Long-term debt, less current maturities |
| 683 | |
| 730 | |
| 711 | |
| 707 | |
Deferred income taxes |
| 24 | |
| 76 | |
| 85 | |
| 103 | |
Long-term income tax liability | | 62 | | | 62 | | ||||||
Long-term operating lease liabilities | | 331 | | | 379 | | | 315 | | | 318 | |
Other liabilities |
| 321 | |
| 295 | |
| 363 | |
| 367 | |
Total non-current liabilities |
| 1,421 | |
| 1,542 | |
| 1,474 | |
| 1,495 | |
Commitments and contingent liabilities | | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | |
Common stock of $1 par value. Authorized 1,250,000 shares; issued and outstanding 1,160,779 shares in 2020 and 1,164,848 shares in 2019 |
| 1 | |
| 1 | | ||||||
Common stock of $1 par value. Authorized 1,250,000 shares; issued and outstanding 1,160,779 shares in 2021 and 2020 |
| 1 | |
| 1 | | ||||||
Accumulated other comprehensive loss |
| (444) | |
| (440) | |
| (466) | |
| (471) | |
Retained earnings |
| 3,978 | |
| 3,983 | |
| 4,637 | |
| 4,287 | |
Total Seaboard stockholders’ equity |
| 3,535 | |
| 3,544 | |
| 4,172 | |
| 3,817 | |
Noncontrolling interests |
| 10 | |
| 10 | |
| 11 | |
| 11 | |
Total equity |
| 3,545 | |
| 3,554 | |
| 4,183 | |
| 3,828 | |
Total liabilities and stockholders’ equity | $ | 5,976 | | $ | 6,285 | | $ | 7,070 | | $ | 6,399 | |
See accompanying notes to condensed consolidated financial statements.
3
SEABOARD CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| | | | | | |
| Nine Months Ended |
| ||||
| September 26, | | September 28, | | ||
(Millions of dollars) | 2020 |
| 2019 |
| ||
Cash flows from operating activities: | | | | | | |
Net earnings | $ | 18 | | $ | 108 | |
Adjustments to reconcile net earnings to cash from operating activities: | | | | | | |
Depreciation and amortization |
| 109 | |
| 103 | |
Deferred income taxes |
| (56) | |
| (9) | |
Loss from affiliates |
| 27 | |
| 49 | |
Dividends received from affiliates |
| 11 | |
| 7 | |
Other investment loss (income), net |
| 41 | |
| (152) | |
Other, net |
| 27 | |
| 7 | |
Changes in assets and liabilities: | | | | | | |
Receivables, net of allowance |
| 112 | |
| 15 | |
Inventories |
| (50) | |
| (96) | |
Other assets |
| 3 | |
| 26 | |
Accounts payable | | (146) | | | (20) | |
Other liabilities, exclusive of debt |
| (62) | |
| 32 | |
Net cash from operating activities |
| 34 | |
| 70 | |
Cash flows from investing activities: | | | | | | |
Purchase of short-term investments |
| (432) | |
| (863) | |
Proceeds from the sale of short-term investments |
| 600 | |
| 762 | |
Proceeds from the maturity of short-term investments |
| 26 | |
| 174 | |
Capital expenditures |
| (160) | |
| (261) | |
Proceeds from the sale of non-consolidated affiliate |
| — | |
| 24 | |
Investments in and advances to affiliates, net |
| (8) | |
| (11) | |
Purchase of long-term investments |
| (41) | |
| (14) | |
Other, net |
| 2 | |
| (6) | |
Net cash from investing activities |
| (13) | |
| (195) | |
Cash flows from financing activities: | | | | | | |
Lines of credit, net |
| 30 | |
| 63 | |
Proceeds from long-term debt |
| 7 | |
| 36 | |
Principal payments of long-term debt |
| (63) | |
| (20) | |
Repurchase of common stock |
| (13) | |
| (17) | |
Dividends paid |
| (7) | |
| (7) | |
Other, net |
| (7) | |
| (3) | |
Net cash from financing activities |
| (53) | |
| 52 | |
Effect of exchange rate changes on cash and cash equivalents |
| (1) | |
| 0 | |
Net change in cash and cash equivalents |
| (33) | |
| (73) | |
Cash and cash equivalents at beginning of year |
| 125 | |
| 194 | |
Cash and cash equivalents at end of period | $ | 92 | | $ | 121 | |
See accompanying notes to condensed consolidated financial statements.
4
SEABOARD CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
| | | | | | | | | | | | | | | | |
| | | | | Accumulated | | | | | | | | | | | |
| | | | | Other | | | | | | | | | | | |
| | Common | | Comprehensive | | Retained | | Noncontrolling | | | | | ||||
(Millions of dollars) | | Stock | | Loss | | Earnings | | Interests | | Total | | |||||
Balances, December 31, 2019 | | $ | 1 | | $ | (440) | | $ | 4,030 | | $ | 10 | | $ | 3,601 | |
Adoption of accounting guidance (see Note 1) | | | — | | | — | | | (3) | | | — | | | (3) | |
Comprehensive income (loss): | | | | | | | | | | | | | | | | |
Net loss | | | — | | | — | | | (103) | | | — | | | (103) | |
Other comprehensive income, net of tax | | | — | | | 5 | | | — | | | — | | | 5 | |
Repurchase of common stock | | | — | | | — | | | (13) | | | — | | | (13) | |
Dividends on common stock ($2.25/share) | | | — | | | — | | | (3) | | | — | | | (3) | |
Balances, March 28, 2020 | | $ | 1 | | $ | (435) | | $ | 3,908 | | $ | 10 | | $ | 3,484 | |
Comprehensive loss: | | | | | | | | | | | | | | | | |
Net loss | | | — | | | — | | | (27) | | | — | | | (27) | |
Other comprehensive loss, net of tax | | | — | | | (19) | | | — | | | — | | | (19) | |
Dividends on common stock ($2.25/share) | | | — | | | — | | | (2) | | | — | | | (2) | |
Balances, June 27, 2020 | | $ | 1 | | $ | (454) | | $ | 3,879 | | $ | 10 | | $ | 3,436 | |
| | | | | | | | | | | | | | | | |
Balances, December 31, 2020 | | $ | 1 | | $ | (471) | | $ | 4,287 | | $ | 11 | | $ | 3,828 | |
Comprehensive income: | | | | | | | | | | | | | | | | |
Net earnings | | | — | | | — | | | 179 | | | — | | | 179 | |
Other comprehensive income, net of tax | | | — | | | 16 | | | — | | | — | | | 16 | |
Dividends on common stock ($2.25/share) | | | — | | | — | | | (3) | | | — | | | (3) | |
Balances, April 3, 2021 | | $ | 1 | | $ | (455) | | $ | 4,463 | | $ | 11 | | $ | 4,020 | |
Comprehensive income (loss): | | | | | | | | | | | | | | | | |
Net earnings | | | — | | | — | | | 176 | | | — | | | 176 | |
Other comprehensive loss, net of tax | | | — | | | (11) | | | — | | | — | | | (11) | |
Dividends on common stock ($2.25/share) | | | — | | | — | | | (2) | | | — | | | (2) | |
Balances, July 3, 2021 | | $ | 1 | | $ | (466) | | $ | 4,637 | | $ | 11 | | $ | 4,183 | |
See accompanying notes to condensed consolidated financial statements
4
SEABOARD CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| | | | | | | | | | | | | | | | |
| | | | | Accumulated | | | | | | | | | | | |
| | | | | Other | | | | | | | | | | | |
| | Common | | Comprehensive | | Retained | | Noncontrolling | | | | | ||||
(Millions of dollars) | | Stock | | Loss | | Earnings | | Interests | | Total | | |||||
Balances, December 31, 2018 | | $ | 1 | | $ | (410) | | $ | 3,727 | | $ | 11 | | $ | 3,329 | |
Reduction to noncontrolling interests | | | — | | | — | | | — | | | (1) | | | (1) | |
Comprehensive income: | | | | | | | | | | | | | | | | |
Net earnings | | | — | | | — | | | 57 | | | — | | | 57 | |
Other comprehensive income, net of tax | | | — | | | 1 | | | — | | | — | | | 1 | |
Repurchase of common stock | | | — | | | — | | | (13) | | | — | | | (13) | |
Dividends on common stock ($2.25/share) | | | — | | | — | | | (3) | | | — | | | (3) | |
Balances, March 30, 2019 | | $ | 1 | | $ | (409) | | $ | 3,768 | | $ | 10 | | $ | 3,370 | |
Comprehensive income: | | | | | | | | | | | | | | | | |
Net earnings | | | — | | | — | | | 58 | | | — | | | 58 | |
Other comprehensive loss, net of tax | | | — | | | (6) | | | — | | | — | | | (6) | |
Repurchase of common stock | | | — | | | — | | | (1) | | | — | | | (1) | |
Dividends on common stock ($2.25/share) | | | — | | | — | | | (2) | | | — | | | (2) | |
Balances, June 29, 2019 | | $ | 1 | | $ | (415) | | $ | 3,823 | | $ | 10 | | $ | 3,419 | |
Comprehensive loss: | | | | | | | | | | | | | | | | |
Net loss | | | — | | | — | | | (7) | | | — | | | (7) | |
Other comprehensive income, net of tax | | | — | | | 3 | | | — | | | — | | | 3 | |
Repurchase of common stock | | | — | | | — | | | (3) | | | — | | | (3) | |
Dividends on common stock ($2.25/share) | | | — | | | — | | | (2) | | | — | | | (2) | |
Balances, September 28, 2019 | | $ | 1 | | $ | (412) | | $ | 3,811 | | $ | 10 | | $ | 3,410 | |
| | | | | | | | | | | | | | | | |
Balances, December 31, 2019 | | $ | 1 | | $ | (440) | | $ | 3,983 | | $ | 10 | | $ | 3,554 | |
Adoption of accounting guidance (see Note 1) | | | — | | | — | | | (3) | | | — | | | (3) | |
Comprehensive loss: | | | | | | | | | | | | | | | | |
Net loss | | | — | | | — | | | (103) | | | — | | | (103) | |
Other comprehensive income, net of tax | | | — | | | 5 | | | — | | | — | | | 5 | |
Repurchase of common stock | | | — | | | — | | | (13) | | | — | | | (13) | |
Dividends on common stock ($2.25/share) | | | — | | | — | | | (3) | | | — | | | (3) | |
Balances, March 28, 2020 | | $ | 1 | | $ | (435) | | $ | 3,861 | | $ | 10 | | $ | 3,437 | |
Comprehensive loss: | | | | | | | | | | | | | | | | |
Net loss | | | — | | | — | | | (26) | | | — | | | (26) | |
Other comprehensive loss, net of tax | | | — | | | (19) | | | — | | | — | | | (19) | |
Dividends on common stock ($2.25/share) | | | — | | | — | | | (2) | | | — | | | (2) | |
Balances, June 27, 2020 | | $ | 1 | | $ | (454) | | $ | 3,833 | | $ | 10 | | $ | 3,390 | |
Comprehensive income: | | | | | | | | | | | | | | | | |
Net income | | | — | | | — | | | 147 | | | — | | | 147 | |
Other comprehensive income, net of tax | | | — | | | 10 | | | — | | | — | | | 10 | |
Dividends on common stock ($2.25/share) | | | — | | | — | | | (2) | | | — | | | (2) | |
Balances, September 26, 2020 | | $ | 1 | | $ | (444) | | $ | 3,978 | | $ | 10 | | $ | 3,545 | |
| | | | | | |
| Six Months Ended |
| ||||
| July 3, | | June 27, | | ||
(Millions of dollars) | 2021 |
| 2020 |
| ||
Cash flows from operating activities: | | | | | | |
Net earnings (loss) | $ | 355 | | $ | (130) | |
Adjustments to reconcile net earnings (loss) to cash from operating activities: | | | | | | |
Depreciation and amortization |
| 87 | |
| 72 | |
Deferred income taxes |
| (26) | |
| (46) | |
Loss (income) from affiliates |
| (1) | |
| 21 | |
Dividends received from affiliates |
| 30 | |
| 7 | |
Other investment loss (income), net |
| (117) | |
| 97 | |
Other, net |
| 4 | |
| 22 | |
Changes in assets and liabilities: | | | | | | |
Receivables, net of allowance for credit losses |
| (109) | |
| 86 | |
Inventories |
| (319) | |
| 22 | |
Other assets |
| (51) | |
| 5 | |
Accounts payable | | 86 | | | (177) | |
Other liabilities, exclusive of debt |
| (7) | |
| 21 | |
Net cash from operating activities |
| (68) | |
| — | |
Cash flows from investing activities: | | | | | | |
Purchase of short-term investments |
| (1,482) | |
| (311) | |
Proceeds from the sale of short-term investments |
| 1,569 | |
| 464 | |
Proceeds from the maturity of short-term investments |
| 19 | |
| 20 | |
Capital expenditures |
| (223) | |
| (108) | |
Proceeds from the sale of property, plant and equipment |
| 14 | |
| 2 | |
Principal payments received on notes receivable | | 11 | | | — | |
Purchase of long-term investments |
| (14) | |
| (38) | |
Other, net |
| 1 | |
| (6) | |
Net cash from investing activities |
| (105) | |
| 23 | |
Cash flows from financing activities: | | | | | | |
Uncommitted lines of credit, net |
| 152 | |
| (22) | |
Draws under committed lines of credit | | 402 | | | 205 | |
Repayments of committed lines of credit | | (302) | | | (205) | |
Principal payments of long-term debt |
| (50) | |
| (31) | |
Repurchase of common stock |
| — | |
| (13) | |
Dividends paid |
| (5) | |
| (5) | |
Other, net |
| (5) | |
| 3 | |
Net cash from financing activities |
| 192 | |
| (68) | |
Effect of exchange rate changes on cash and cash equivalents |
| (3) | |
| (1) | |
Net change in cash and cash equivalents |
| 16 | |
| (46) | |
Cash and cash equivalents at beginning of year |
| 76 | |
| 125 | |
Cash and cash equivalents at end of period | $ | 92 | | $ | 79 | |
See accompanying notes to condensed consolidated financial statementsstatements.
5
SEABOARD CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1 – Accounting Policies and Basis of Presentation and Accounting Policies
The condensed consolidated financial statements include the accounts of Seaboard Corporation and its domestic and foreign subsidiaries (“Seaboard”). All significant intercompany balances and transactions have been eliminated in consolidation. Seaboard’s investments in non-consolidated affiliates are accounted for by the equity method. The unaudited condensed consolidatedThese financial statements should be read in conjunction with the consolidated financial statements of Seaboard for the year ended December 31, 20192020 as filed in its annual report on Form 10-K. Seaboard’s first three quarterly periods include approximately 13 weekly periods ending on the Saturday closest to the end of March, June and September. Seaboard’s year-end is December 31. Preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily indicative of results to be expected for the full year.
The accompanying unaudited condensed consolidated financial statements include all adjustments, (consistingconsisting only of normal recurring adjustments)adjustments that, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows. Except for new guidance adopted prospectively as discussed below, Seaboard has consistently applied all accounting policies as disclosed in theits latest annual report on Form 10-K to all periods presented in these condensed consolidated financial statements. ResultsDuring the fourth quarter of operations for interim periods are not necessarily indicative2020, Seaboard elected to change its method of resultsvaluing its inventories from the last-in, first-out (“LIFO”) method to be expected forthe first-in, first-out (“FIFO”) method. The effects of the change in accounting principle from LIFO to FIFO were retrospectively applied and, as a full year. As Seaboard conducts its commodity trading business with third parties, consolidated subsidiaries and non-consolidated affiliates on an interrelated basis, gross margin on non-consolidated affiliates cannot be clearly distinguished without making numerous assumptions primarily with respect to mark-to-market accounting for commodity derivatives.
Use of Estimates
The preparation ofresult, certain financial statement line items in the condensed consolidated financial statements of comprehensive income, changes in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”) requires managementequity and cash flows for the six months ended June 27, 2020 were adjusted as necessary. For further information, refer to make estimates and assumptions that affect the reported amounts of assets and liabilities,annual report on Form 10-K for the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Items subject to such estimates and assumptions include those related to allowance for credit losses on receivables, valuation of inventories, impairment of long-lived assets, intangibles and goodwill, write-down related to investments in and advances to affiliates and notes receivable from affiliates, income taxes, lease liabilities and right of use (“ROU”) assets and accrued pension liability. Actual results could differ from those estimates.year ended December 31, 2020.
Supplemental Cash Flow Information
Non-cash investing activities for the six months ended July 3, 2021, included purchases of property, plant and equipment in accounts payable of $28 million. The following table includes supplemental cash and non-cash information related to leases. Seaboard reports the amortization of ROUright of use (“ROU”) assets and changes in operating lease liabilities in other liabilities, exclusive of debt in the condensed consolidated statements of cash flows.
| | | | | | | | |
| | | | | | | | |
| | | Nine months ended | | ||||
| | | September 26, | | September 28, | | ||
(Millions of dollars) | | | | 2020 | | | 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | | | | | | | | |
Operating cash flows from operating leases | | | $ | 107 | | $ | 101 | |
Operating cash flows from finance leases | | | | 3 | | | 1 | |
Financing cash flows from finance leases | | | | 5 | | | 1 | |
| | | | | | | | |
Operating ROU assets obtained in exchange for new operating lease liabilities | | | $ | 46 | | $ | 62 | |
Finance ROU assets obtained in exchange for new finance lease liabilities | | | | 46 | | | 31 | |
6
Leases
Seaboard’s operating lease assets and liabilities are reported separately in the condensed consolidated balance sheets. The classification of Seaboard’s finance leases in the condensed consolidated balance sheets was as follows:
| | | | | | |||||||||||
| | | | | | | | | | | | |||||
| | | | | | | | Six months ended | | |||||||
| | | September 26, | | December 31, | | | July 3, | | June 27, | | |||||
(Millions of dollars) | | | 2020 | | 2019 | | | 2021 | | 2020 | | |||||
Finance lease ROU assets, net | Property, plant and equipment, net | | $ | 90 | | $ | 50 | | ||||||||
Finance lease liabilities | Other current liabilities | | 10 | | 5 | | ||||||||||
Non-current finance lease liabilities | Other liabilities | | 77 | | 40 | | ||||||||||
Cash paid for amounts included in the measurement of lease liabilities: | | | | | | |||||||||||
Operating cash flows from operating leases | | $ | 75 | | $ | 71 | | |||||||||
Operating cash flows from finance leases | | 2 | | 2 | | |||||||||||
Financing cash flows from finance leases | | 5 | | 3 | | |||||||||||
| | | | | | |||||||||||
Operating ROU assets obtained in exchange for new operating lease liabilities | ��� | | $ | 84 | | $ | 43 | | ||||||||
Finance ROU assets obtained in exchange for new finance lease liabilities | | 6 | | 27 | |
Goodwill and Other Intangible Assets
The change in the carrying amount of goodwill of $3 million as of July 3, 2021 compared to December 31, 2020 was due to foreign currency exchange differences and other adjustments within the Commodity Trading and Milling (“CT&M”) segment. As of July 3, 2021, other intangible assets, included in other non-current assets, were $50 million, net of accumulated amortization of $27 million.
Income Taxes
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.
Accounting Standard Recently Adopted During 2020
On January 1, 2020, Seaboard adopted guidance which requires the use of a new current expected credit loss model in order to determine the allowance for credit losses with respect to accounts receivable and notes receivable,receivables, among other financial instruments. This model estimates the lifetime of expected credit loss based on historical experience, current conditions and reasonable supportable forecasts and replaces the existing incurred loss model. As a result of this adoption, Seaboard recorded a cumulative-effect adjustment of $3 million on January 1, 2020 that decreased retained earnings and increased the allowance for credit losses. The allowance for credit loss was $29 million and $28 million at September 26, 2020 and December 31, 2019, respectively. The activity within the allowance for credit losses on receivables was immaterial for the three and nine months ended September 26, 2020.
Seaboard used the loss-rate method in developing its allowance for credit losses, which involved identifying pools of assets with similar risk characteristics, reviewing historical losses within the last five years and consideration for any reasonable supportable forecasts of economic indicators. Seaboard endeavors to minimize credit risk by its credit granting policies, relationships established with customers and relatively short billing and collection cycles. Management monitors the credit quality of its different receivable types by frequent customer discussions, following economic and industry trends and specific customer data. Changes in estimates, developing trends and other new information can have a material effect on future evaluations.6
Recently Issued Accounting Standard Not Yet Adopted
In December 2019, the Financial Accounting Standards Board issued guidance which simplifies the accounting for income taxes by removing certain exceptions to the general principles and improves consistent application of GAAP for other areas by clarifying and amending existing guidance. This guidance is effective for Seaboard on January 1, 2021. Seaboard is evaluating the effect of adopting this new accounting guidance but does not expect adoption will have a material impact on its financial statements and disclosures.
Note 2 – Investments
The following is a summary of the estimated fair value of short-term investments classified as trading securities:
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | September 26, | | December 31, |
| | July 3, | | December 31, |
| ||||
(Millions of dollars) |
| 2020 | | 2019 |
|
| 2021 | | 2020 |
| ||||
Domestic debt securities | | $ | 685 | | $ | 496 | | |||||||
Domestic equity securities | | $ | 613 | | $ | 706 | | | | 456 | | | 702 | |
Domestic debt securities | | | 391 | | | 409 | | |||||||
Foreign equity securities | |
| 107 | |
| 189 | | |
| 193 | |
| 133 | |
Foreign debt securities | | | 57 | | | 43 | | | | 117 | | | 68 | |
High yield securities | | | 55 | | | 56 | | |||||||
Collateralized loan obligations | |
| 16 | |
| 15 | | |||||||
Money market funds held in trading accounts | | | 2 | | | 12 | | | | 15 | | | 47 | |
Other trading securities | | | 4 | | | 4 | | | | 17 | | | 19 | |
Total trading short-term investments | | $ | 1,245 | | $ | 1,434 | | | $ | 1,483 | | $ | 1,465 | |
The change in unrealized gains (losses) related to trading securities still held at the end of the respective reporting period was $53$9 million and $(45)$17 million for the three and ninesix months ended September 26, 2020,July 3, 2021, respectively, and $2$113 million and $124$(97) million for the three and ninesix months ended September 28, 2019,June 27, 2020, respectively.
As of September 26, 2020, Seaboard had $1$45 million and $29 million of equity securitiesshort-term investments denominated in foreign currencies, all in Canadian dollars. As of December 31, 2019, Seaboard had $62 million of equity securities denominated in foreign currencies, with $32 million in euros, $12 million in Japanese yen, $8 million in British pounds and the remaining $10 million in various
7
other currencies. Seaboard had $21 million and $13 million of debt securities denominated inprimarily euros, as of September 26, 2020July 3, 2021 and December 31, 2019,2020, respectively.
Note 3 – Inventories
The following is a summary of inventories:
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | September 26, | | December 31, |
| | July 3, | | December 31, |
| ||||
(Millions of dollars) |
| 2020 |
| 2019 | |
| 2021 |
| 2020 | | ||||
At lower of last-in, first-out ("LIFO") cost or market: | | | | | | | | |||||||
At lower of FIFO cost and net realizable value (NRV): | | | | | | | | |||||||
Hogs and materials | | $ | 394 | | $ | 387 | | | $ | 467 | | $ | 437 | |
Fresh pork and materials | |
| 29 | |
| 46 | | |||||||
LIFO adjustment | |
| (71) | |
| (64) | | |||||||
Total inventories at lower of LIFO cost or market | |
| 352 | |
| 369 | | |||||||
At lower of first-in, first-out ("FIFO") cost and net realizable value ("NRV"): | | | | | | | | |||||||
Pork products and materials | |
| 46 | |
| 46 | | |||||||
Grains, oilseeds and other commodities | |
| 424 | |
| 353 | | |
| 576 | |
| 380 | |
Biodiesel | | | 122 | | | 72 | | |||||||
Sugar produced and in process | |
| 26 | |
| 17 | | |
| 37 | |
| 24 | |
Other | |
| 118 | |
| 109 | | |
| 43 | |
| 61 | |
Total inventories at lower of FIFO cost and NRV | |
| 568 | |
| 479 | | |
| 1,291 | |
| 1,020 | |
Grain, flour and feed at lower of weighted average cost and NRV | |
| 142 | |
| 174 | | |
| 206 | |
| 158 | |
Total inventories | | $ | 1,062 | | $ | 1,022 | | | $ | 1,497 | | $ | 1,178 | |
Note 4 – Lines of Credit, Long-Term Debt, and Commitments and Contingencies
Lines of Credit
The outstanding balances under uncommitted and committed lines of credit were $242$374 million and $29$222 million respectively, as of September 26, 2020.July 3, 2021 and December 31, 2020, respectively. Of the aggregate outstanding balance $157at July 3, 2021, $236 million was denominated in foreign currencies with $122$203 million denominated in the South African rand, $24 million denominated in the Canadian dollar and $11 million denominatedthe remaining in various other currencies. The outstanding balances under uncommitted and committed lines of credit were $246 million and $0 million, respectively, as of December 31, 2019. The weighted average interest ratesrate for outstanding lines of credit were 4.23%was 2.81% and 5.79%3.89% as of September 26, 2020July 3, 2021 and December 31, 2019,2020, respectively.
During the second quarter of 2020,2021, Seaboard entered into an unsecured $250 million short-termamended a committed revolving line of credit agreement with ato increase the borrowing capacity from $100 million accordion option maturing May 20, 2021. Draws bear interest basedto $250 million. This credit agreement is secured by certain short-term investments and matures on LIBOR plus 1.63%. Seaboard incurs unused commitment fees of 0.20% per annum. During September of 2020, Seaboard renewed its $10030, 2022. A $250 million secured committed line of credit with Wells Fargo Bank, National Association through September 30,matured in May 2021. Pursuant to the amendment, interest is computed at LIBOR plus 0.75%,There was $100 million outstanding under committed lines of credit as of July 3, 2021 and Seaboard incurs an unused commitment feeno balance outstanding as of 0.15% per annum.December 31, 2020.
7
Long-term debt includes borrowings under term loans and other contractual obligations for payment, including notes payable. Debt
The following is a summary of long-term debt:
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | September 26, | | December 31, | | | July 3, | | December 31, | ||||
(Millions of dollars) | | | 2020 | | 2019 | | | 2021 | | 2020 | ||||
Term Loan due 2028 | | $ | 688 | | $ | 691 | | | $ | 681 | | $ | 684 | |
Foreign subsidiary obligations | | | 52 | | | 102 | | | | 1 | | | 49 | |
Total long-term debt at face value | | | 740 | | | 793 | | |||||||
Current maturities of long-term debt and unamortized discount and costs | | | (57) | | | (63) | | |||||||
Other long-term debt | | | 39 | | | 30 | | |||||||
Total debt at face value | | | 721 | | | 763 | | |||||||
Current maturities and unamortized discount and costs | | | (10) | | | (56) | | |||||||
Long-term debt, less current maturities and unamortized discount and costs | | $ | 683 | | $ | 730 | | | $ | 711 | | $ | 707 | |
The interest rate on the Term Loan due 2028 was 1.78%1.73% and 3.42%1.77% as of September 26, 2020July 3, 2021 and December 31, 2019,2020, respectively. The weighted average interest rate on Seaboard’s foreign subsidiary obligations was 3.41%7.34% and 3.50%3.51% as of September 26, 2020July 3, 2021 and December 31, 2019,2020, respectively. Foreign subsidiary obligations as of December 31, 2020, included a $46 million euro-denominated note payable related to a 2018 acquisition that was repaid in January 2021.
In conjunction with the purchase of certain equipment during the second quarter of 2021, $9 million of secured, long-term debt was assumed. The loan agreement incurs a fixed interest rate of 5.60% and matures in August 2037.
Seaboard was in compliance with all restrictive debt covenants relating to these agreements as of September 26, 2020.July 3, 2021.
Legal Proceedings
On June 28, 2018, Wanda Duryea and 11 other indirect purchasers of pork products, acting on behalf of themselves and a putative class of12 indirect purchasers of pork products filed a class action complaint in the U.S. District Court for the District of Minnesota (the “District Court”) against several pork processors, including Seaboard Foods LLC and Agri
8
Stats, Inc., a company described in the complaint as a data sharing service. Subsequent to the filing of this initialThe complaint additionalalso named Seaboard Corporation as a defendant. Additional class action complaints making similar claims on behalf of putative classes of direct and indirect purchasers were later filed in the District Court. The complaintsCourt, and 3 additional actions by standalone plaintiffs (including the Commonwealth of Puerto Rico) were amended and consolidated for pre-trial purposes, into 3 consolidated putative class actions brought on behalf of (a) direct purchasers, (b) consumer indirect purchasers and (c) commercial and institutional indirect purchasers. The amended complaints named Seaboard Corporation as an additional defendant.filed in or transferred to the District Court. The consolidated actions are styled In re Pork Antitrust Litigation. Subsequent to the original filings, two additional actions making similar claims, including one by the Commonwealth of Puerto Rico, were brought in or transferred to the District Court. The operative complaints alleged,allege, among other things, that beginning in January 2009, the defendants conspired and combined to fix, raise, maintain, and stabilize the price of pork products in violation of U.S. antitrust laws by coordinating their output and limiting production, allegedly facilitated by the exchange of non-public information about prices, capacity, sales volume and demand through Agri Stats, Inc. The complaints on behalf of the putative classes of indirect purchasers also included causes of actionassert claims under various state laws, including state antitrust laws, unfair competition laws, consumer protection statutes, and state common law claims for unjust enrichment. The complaints also alleged that the defendants concealed this conduct from the plaintiffs and the members of the putative classes. The relief sought in the respective complaints includes treble damages, injunctive relief, pre- and post-judgment interest, costs and attorneys’ fees on behalf of the putative classes. On August 8, 2019, the District Court granted defendants’ motion to dismiss the class action cases while giving the plaintiffs leave to amend. The classes and the other two plaintiffs filed amended complaints in November and December 2019. In addition to amending the original claims, the consumer indirect purchasers have asserted a new claim alleging that the exchange of information by defendants through Agri Stats Inc. unreasonably restrained trade.fees. On October 16, 2020, the District Court denied defendants’ pending motionmotions to dismiss the amended complaints, was denied. but the District Court later dismissed all claims against Seaboard Corporation without prejudice.
In 2021, several additional standalone plaintiffs filed similar actions in District Courts throughout the country. These actions have been conditionally transferred to Minnesota for pretrial proceedings pursuant to an order by the Judicial Panel on Multidistrict Litigation.
Seaboard intends to defend all of these cases vigorously. It is impossible at this stage either to determine the probability of a favorable or unfavorable outcome resulting from these suits, or to reasonably estimate the amount of potential loss or range of potential loss, if any, resulting from the suits.
On March 20, 2018, the bankruptcy trustee (the “Trustee”) for Cereoil Uruguay S.A. (“Cereoil”) filed a suit in the Bankruptcy Court of First Instance in Uruguay that was served during the second quarter of 2018 naming as parties Seaboard and Seaboard’s subsidiaries, Seaboard Overseas Limited (“SOL”) and Seaboard Uruguay Holdings Ltd. (“Seaboard Uruguay”). Seaboard has a 45% indirect ownership of Cereoil. The suit seeks an order requiring Seaboard, SOL and Seaboard Uruguay to reimburse Cereoil the amount of $22 million, contending that deliveries of soybeans to SOL pursuant to purchase agreements should be set aside as fraudulent conveyances. Seaboard intends to defend this case vigorously. It is impossible at this stage to determine the probability of a favorable or unfavorable outcome resulting from this suit. In the event of an adverse ruling, Seaboard and its two subsidiaries could be ordered to pay the amount of $22 million. Any award in this case would offset against any award in the additional case described below filed by the Trustee on April 27, 2018.
8
On April 27, 2018, the Trustee for Cereoil filed another suit in the Bankruptcy Court of First Instance in Uruguay that was served during the second quarter of 2018 naming as parties Seaboard, SOL, Seaboard Uruguay, all directors of Cereoil, including two individuals employed by Seaboard who served as directors at the behest of Seaboard, and the Chief Financial Officer of Cereoil, an employee of Seaboard who also served at the behest of Seaboard (collectively, the “Cereoil Defendants”). The Trustee contends that the Cereoil Defendants acted with willful misconduct to cause Cereoil’s insolvency, and thus should be ordered to pay all liabilities of Cereoil, net of assets. The bankruptcy filing lists total liabilities of $53 million and assets of $30 million. Seaboard intends to defend this case vigorously. It is impossible at this stage to determine the probability of a favorable or unfavorable outcome resulting from this suit. In the event of an adverse ruling, Seaboard and the other Cereoil Defendants could be ordered to pay the amount of the net indebtedness of Cereoil, which based on the bankruptcy schedules would total $23 million. It is possible that the net indebtedness could be higher than this amount if Cereoil’s liabilities are greater than $53 million and/or Cereoil’s assets are worth less than $30 million.
In addition, in the event of an adverse ruling, the Bankruptcy Court of First Instance could order payment of the Trustee’s professional fees, interest, and other expenses. Any award in this case would offset against any award in the case described above filed on March 20, 2018.
A creditor of Cereoil which has a claim in the bankruptcy proceeding pending in Uruguay of approximately $10 million, plus accrued interest, has threatened to bring legal action in the U.S. against Seaboard alleging on various legal theories that Seaboard is responsible for this same indebtedness.indebtedness of approximately $10 million, plus accrued interest. Seaboard will vigorously defend this action should it be brought.
On May 15, 2018, the Trustee for Nolston S.A. (“Nolston”) filed a suit in the Bankruptcy Court of First Instance in Uruguay that was served during the second quarter of 2018 naming as parties Seaboard and the other Cereoil Defendants. Seaboard
9
has a 45% indirect ownership of Nolston. The Trustee contends that the Cereoil Defendants acted with willful misconduct to cause Nolston’s insolvency, and thus should be ordered to pay all liabilities of Nolston, net of assets. The bankruptcy filing lists total liabilities of $29 million and assets of $15 million. Seaboard intends to defend this case vigorously. It is impossible at this stage to determine the probability of a favorable or unfavorable outcome resulting from this suit. In the event of an adverse ruling, Seaboard and the other Cereoil Defendants could be ordered to pay the amount of the net indebtedness of Nolston, which based on the bankruptcy schedules would total $14 million. It is possible that the net indebtedness could be higher than this amount if Nolston’s liabilities are greater than $29 million and/or Nolston’s assets are worth less than $15 million. In addition, in the event of an adverse ruling, the Bankruptcy Court of First Instance could order payment of the Trustee’s professional fees, interest, and other expenses.
Seaboard is subject to various administrative and judicial proceedings and other legal matters related to the normal conduct of its business. In the opinion of management, the ultimate resolution of these items is not expected to have a material adverse effect on the condensed consolidated financial statements of Seaboard.
Guarantees
Certain of theSeaboard’s non-consolidated affiliates and third-party contractors who perform services for Seaboard have bank debt supporting their underlying operations. From time to time, Seaboard will provide guarantees of that debt in order to further Seaboard’s business objectives. Seaboard does not issue guarantees of third parties for compensation. As of September 26, 2020,July 3, 2021, guarantees outstanding to affiliates and third parties were not material. Seaboard has not accrued a liability for any of the affiliate or third-party guarantees as management considers the likelihood of loss to be remote.
Note 5 – Employee Benefits
Seaboard has aqualified defined benefit pension planplans for certainits domestic salaried and clerical employees. At this time, 0 contributions are expected to be made to the plan in 2020.employees that were hired before January 1, 2014. Effective January 1, 2021, Seaboard transferred assets and liabilities for employees of certain Seaboard subsidiaries into a successor plan. Seaboard also sponsors non-qualified, unfunded supplemental executive plans, and has certain individual, non-qualified, unfunded supplemental retirement agreements for certain retired employees. Management has no plans to provide funding for these supplementalany plans in advance of when the benefits are paid.
During the third quarter of 2020, Seaboard made a lump sum $32 million pension distribution, related to the passing of Mr. Steve Bresky. This distribution resulted in recognizing a $9 million pension settlement charge in a non-qualified supplemental executive plan.
9
The net periodic benefit cost for all plans was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended | | | Three Months Ended | | Six Months Ended | | ||||||||||||||||
| | September 26, | | September 28, | | September 26, | | September 28, |
| | July 3, | | June 27, | | July 3, | | June 27, |
| ||||||||
(Millions of dollars) |
| 2020 |
| 2019 |
| 2020 |
| 2019 |
|
| 2021 |
| 2020 |
| 2021 |
| 2020 |
| ||||||||
Components of net periodic benefit cost: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Service cost | | $ | 2 | | $ | 2 | | $ | 7 | | $ | 6 | | | $ | 2 | | $ | 2 | | $ | 5 | | $ | 5 | |
Interest cost | |
| 2 | |
| 3 | |
| 8 | |
| 9 | | |
| 2 | |
| 3 | |
| 4 | |
| 6 | |
Expected return on plan assets | |
| (2) | |
| (2) | |
| (8) | |
| (7) | | |
| (3) | |
| (3) | |
| (6) | |
| (6) | |
Amortization | |
| 1 | |
| 1 | |
| 5 | |
| 5 | | |
| 3 | |
| 3 | |
| 5 | |
| 4 | |
Settlement loss recognized | | | 9 | | | — | | | 11 | | | — | | | | 3 | | | — | | | 3 | | | 2 | |
Net periodic benefit cost | | $ | 12 | | $ | 4 | | $ | 23 | | $ | 13 | | | $ | 7 | | $ | 5 | | $ | 11 | | $ | 11 | |
In addition to the pension distribution, Seaboard paid $32 million of deferred compensation, related to Mr. Bresky, which decreased deferred compensation plan assets and liabilities recorded in other current assets and liabilities, respectively, on the condensed consolidated balance sheet.
10
Note 6 – Derivatives and Fair Value of Financial Instruments
The following tables showsshow assets and liabilities measured at fair value on a recurring basis as of September 26, 2020July 3, 2021 and December 31, 2019,2020, and also the level within the fair value hierarchy used to measure each category of assets and liabilities. The trading securities classified as other current assets below are assets held for Seaboard’s deferred compensation plans.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| Balance |
| | |
| | |
| | |
|
| Balance |
| | |
| | |
| | |
| ||
| | September 26, | | | | | | | | | |
| | July 3, | | | | | | | | | |
| ||
(Millions of dollars) | | 2020 | | Level 1 | Level 2 | Level 3 |
| | 2021 | | Level 1 | Level 2 | Level 3 |
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Trading securities – short-term investments: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Domestic debt securities | | $ | 685 | | $ | 440 | | $ | 245 | | $ | — | | |||||||||||||
Domestic equity securities | | $ | 613 | | $ | 613 | | $ | — | | $ | — | | |
| 456 | |
| 456 | |
| — | |
| — | |
Domestic debt securities | |
| 391 | |
| 122 | |
| 269 | |
| — | | |||||||||||||
Foreign equity securities | | | 107 | | | 107 | | | — | | | — | | | | 193 | | | 193 | | | — | | | — | |
Foreign debt securities | | | 57 | | | — | | | 57 | | | — | | | | 117 | | | — | | | 117 | | | — | |
High yield securities | | | 55 | | | 7 | | | 48 | | | — | | |||||||||||||
Collateralized loan obligations | | | 16 | | | — | | | 16 | | | — | | |||||||||||||
Money market funds held in trading accounts | |
| 2 | |
| 2 | | | — | | | — | | |
| 15 | |
| 15 | | | — | | | — | |
Other trading securities | | | 4 | | | 4 | | | — | | | — | | | | 18 | | | — | | | 18 | | | — | |
Trading securities – other current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Domestic equity securities | |
| 12 | |
| 12 | |
| — | |
| — | | |
| 15 | |
| 15 | |
| — | |
| — | |
Money market fund held in trading accounts | | | 6 | | | 6 | |
| — | |
| — | | | | 6 | | | 6 | |
| — | |
| — | |
Foreign equity securities | |
| 3 | |
| 3 | |
| — | |
| — | | |
| 4 | |
| 4 | |
| — | |
| — | |
Fixed income securities | |
| 2 | |
| 2 | |
| — | |
| — | | |||||||||||||
Fixed income mutual funds | |
| 3 | |
| 2 | |
| 1 | |
| — | | |||||||||||||
Long-term investment | | | 31 | | | — | | | — | | | 31 | | | | 32 | | | — | | | — | | | 32 | |
Derivatives: | | | | | | | | | | | | | | |||||||||||||
Commodities | |
| 16 | |
| 16 | |
| — | |
| — | | |||||||||||||
Foreign currencies | |
| 4 | |
| — | |
| 4 | |
| — | | |||||||||||||
Total Assets | | $ | 1,319 | | $ | 894 | | $ | 394 | | $ | 31 | | |||||||||||||
Liabilities: | | | | | | | | | | | | | | |||||||||||||
Contingent consideration | | $ | 15 | | $ | — | | $ | — | | $ | 15 | | |||||||||||||
Derivatives: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commodities | | | 15 | | | 15 | | | — | | | — | | |
| 17 | |
| 16 | |
| 1 | |
| — | |
Interest rate swaps | |
| 1 | |
| — | |
| 1 | |
| — | | | | 6 | | | — | | | 6 | | | — | |
Foreign currencies | |
| 4 | |
| — | |
| 4 | |
| — | | |
| 9 | |
| — | |
| 9 | |
| — | |
Total Assets | | $ | 1,576 | | $ | 1,147 | | $ | 397 | | $ | 32 | | |||||||||||||
Liabilities: | | | | | | | | | | | | | | |||||||||||||
Trading securities – short-term investments: | | | | | | | | | | | | | | |||||||||||||
Other trading securities | | $ | 1 | | $ | — | | $ | 1 | | $ | — | | |||||||||||||
Contingent consideration | | | 15 | | | — | | | — | | | 15 | | |||||||||||||
Derivatives: | | | | | | | | | | | | | | |||||||||||||
Commodities | | | 33 | | | 33 | | | — | | | — | | |||||||||||||
Total Liabilities | | $ | 35 | | $ | 15 | | $ | 5 | | $ | 15 | | | $ | 49 | | $ | 33 | | $ | 1 | | $ | 15 | |
10
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
|
| Balance |
| | |
| | |
| | |
| |
| | December 31, | | | | | | | | | |
| |
(Millions of dollars) | | 2020 | | Level 1 | Level 2 | Level 3 |
| ||||||
Assets: | | | | | | | | | | | | | |
Trading securities – short-term investments: | | | | | | | | | | | | | |
Domestic equity securities | | $ | 702 | | $ | 702 | | $ | — | | $ | — | |
Domestic debt securities | | | 496 | | | 196 | | | 300 | | | — | |
Foreign equity securities | | | 133 | | | 133 | | | — | | | — | |
Foreign debt securities | | | 68 | | | — | | | 68 | | | — | |
Money market funds held in trading accounts | | | 47 | | | 47 | | | — | | | — | |
Other trading securities | |
| 20 | |
| 3 | |
| 17 | |
| — | |
Trading securities – other current assets: | | | | | | | | | | | | | |
Domestic equity securities | |
| 14 | |
| 14 | |
| — | |
| — | |
Money market fund held in trading accounts | | | 6 | | | 6 | | | — | |
| — | |
Foreign equity securities | |
| 3 | |
| 3 | |
| — | |
| — | |
Fixed income mutual funds | |
| 3 | |
| 2 | |
| 1 | |
| — | |
Long-term investment | |
| 31 | |
| — | |
| — | |
| 31 | |
Derivatives: | | | | | | | | | | | | | |
Commodities | |
| 28 | |
| 28 | |
| — | |
| — | |
Interest rate swaps | |
| 1 | |
| — | |
| 1 | |
| — | |
Total Assets | | $ | 1,552 | | $ | 1,134 | | $ | 387 | | $ | 31 | |
Liabilities: | | | | | | | | | | | | | |
Trading securities – short-term investments: | | | | | | | | | | | | | |
Other trading securities | | $ | 1 | | $ | — | | $ | 1 | | $ | — | |
Contingent consideration | | | 16 | | | — | | | — | | | 16 | |
Derivatives: | | | | | | | | | | | | | |
Commodities | | | 19 | | | 19 | | | — | | | — | |
Foreign currencies | |
| 9 | |
| — | |
| 9 | |
| — | |
Total Liabilities | | $ | 45 | | $ | 19 | | $ | 10 | | $ | 16 | |
Financial instruments consisting of cash and cash equivalents, net receivables, lines of credit and accounts payable are carried at cost, which approximates fair value as a result of the short-term nature of the instruments. The fair value of short-term investments is measured using multiple levels. Domestic debt securities categorized as level 1 in the fair value hierarchy include debt securities held in mutual funds and ETFs. Domestic debt securities categorized as level 2 include corporate bonds, mortgage-backed securities, asset-backed securities, U.S. Treasuries and high-yield securities. Foreign debt securities categorized as level 2 include foreign government or government related securities, corporate bonds, asset-backed securities and high-yield securities with a country of origin concentration outside the U.S. Seaboard’s long-term debt is recorded on the financials at amortized cost. Since most long-term debt is variable-rate, its carrying amount approximates fair value, and would have been classified as level 2.
Seaboard has a long-term investment in a financial services company that primarily lends to and invests in debt securities of privately held companies. This long-term investment is classified in “Other non-current assets” and is valued at net asset value (“NAV”), adjusted for specific liquidity factors, resulting in level 3 classification. The change in value during 2021 is related to equity market activity and is recorded in “Other investment income (loss)”.
The fair value of Seaboard’s contingent consideration related to a 2018 acquisition was classified as a level 3 in the fair value hierarchy since the calculation is dependent upon projected company specific inputs using a Monte Carlo simulation. Seaboard remeasures the estimated fair value of the contingent consideration liability until settled with adjustments included in net earnings (loss). The change in value during 2021 was related to updated foreign currency rates, interest rates and estimated earnings before interest taxes depreciation and amortization projections at the measurement date, and is recorded in “Interest expense”.
Seaboard’s operations are exposed to market risks from changes in commodity prices, foreign currency exchange rates, interest rates and equity prices. Seaboard uses various commodity derivative futures and options to manage its risk of price fluctuations for raw materials and other inventories, finished product sales and firm sales commitments. Also, Seaboard enters into foreign currency exchange agreements to manage the foreign currency exchange rate risk with respect to certain
11
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
|
| Balance |
| | |
| | |
| | |
| |
| | December 31, | | | | | | | | | |
| |
(Millions of dollars) | | 2019 | | Level 1 | Level 2 | Level 3 |
| ||||||
Assets: | | | | | | | | | | | | | |
Trading securities – short-term investments: | | | | | | | | | | | | | |
Domestic equity securities | | $ | 706 | | $ | 706 | | $ | — | | $ | — | |
Domestic debt securities | | | 409 | | | 117 | | | 292 | | | — | |
Foreign equity securities | | | 189 | | | 189 | | | — | | | — | |
High yield securities | |
| 56 | |
| 10 | |
| 46 | |
| — | |
Foreign debt securities | | | 43 | | | — | | | 43 | | | — | |
Collateralized loan obligations | | | 15 | | | — | | | 15 | | | — | |
Money market funds held in trading accounts | | | 12 | | | 12 | | | — | | | — | |
Other trading securities | |
| 4 | |
| 4 | |
| — | |
| — | |
Trading securities – other current assets: | | | | | | | | | | | | | |
Domestic equity securities | |
| 40 | |
| 40 | |
| — | |
| — | |
Money market fund held in trading accounts | | | 6 | | | 6 | | | — | |
| — | |
Foreign equity securities | |
| 3 | |
| 3 | |
| — | |
| — | |
Fixed income securities | |
| 2 | |
| 2 | |
| — | |
| — | |
Derivatives: | | | | | | | | | | | | | |
Commodities | |
| 6 | |
| 6 | |
| — | |
| — | |
Total Assets | | $ | 1,491 | | $ | 1,095 | | $ | 396 | | $ | — | |
Liabilities: | | | | | | | | | | | | | |
Contingent consideration | | $ | 13 | | $ | — | | $ | — | | $ | 13 | |
Derivatives: | | | | | | | | | | | | | |
Commodities | | | 4 | | | 4 | | | — | | | — | |
Foreign currencies | |
| 3 | |
| — | |
| 3 | |
| — | |
Total Liabilities | | $ | 20 | | $ | 4 | | $ | 3 | | $ | 13 | |
Financial instruments consisting of cashtransactions denominated in foreign currencies, interest rate swap agreements to manage the interest rate risk with respect to certain variable rate long-term debt, and cash equivalents, net receivables, lines of credit and accounts payable are carried at cost, which approximates fair value as a result ofequity futures contracts to manage the equity price risk with respect to certain short-term nature of the instruments. The fair value of short-term investments is measured using multiple levels. Domestic debt securities categorized as level 1 in the fair value hierarchy include debt securities held in mutual funds and ETFs. Domestic debt securities categorized as level 2 include corporate bonds, mortgage-backed securities, asset-backed securities and U.S. Treasuries. High yield securities categorized as level 1 in the fair value hierarchy include high yield securities held in mutual funds and ETFs and level 2 includes corporate bonds and bank loans.
During the first quarter of 2020, Seaboard invested $30 million in a financial services company that primarily lends to and invests in debt securities of privately held companies. This long-term investment is classified in “Other non-current assets” on the condensed consolidated balance sheet and is valued at net asset value (“NAV”), adjusted for specific liquidity factors, resulting in level 3 classification.
The fair value of Seaboard’s contingent consideration related to a 2018 acquisition was classified as a level 3 in the fair value hierarchy since the calculation is dependent upon projected company specific inputs using a Monte Carlo simulation. Seaboard remeasures the estimated fair value of the contingent consideration liability until settled with adjustments included in net earnings (loss). The increase in the liability during 2020 was related to lower interest rates at the measurement date.
investments. While management believes its derivatives are primarily economic hedges, Seaboard does not perform the extensive record-keeping required to account for these types of transactions as hedges for accounting purposes. These derivative contracts are recorded at fair value, with any changes in fair value recognized in the condensed consolidated statements of comprehensive income. As the derivatives discussed belowderivative contracts are not accounted for as hedges, fluctuations in the related commodity prices foreign currency exchangeor rates interest rates and equity prices could have a material impact on earnings in any given reporting period. The nature of Seaboard’s market risk exposure has not changed materially since December 31, 2019.
12
Commodity Instruments2020.
Seaboard uses various derivative futures and options to manage its risk of price fluctuations for raw materials and other inventories, finished product sales and firm sales commitments. As of September 26, 2020, Seaboard had open net derivative contracts to purchase 18 million bushels of grain and open net derivative contracts to sell 72 million pounds of soybean oil. As of December 31, 2019, Seaboard had open net derivative contracts to purchase 17 million bushels of grain and open net derivative contracts to sell 132 million pounds of soybean oil and 12 million gallons of heating oil. Commodity derivatives are recorded at fair value with any changes in fair value being marked-to-market as a component of cost of sales in the condensed consolidated statements of comprehensive income.
Foreign Currency Exchange Agreements
Seaboard enters into foreign currency exchange agreements to manage the foreign currency exchange rate risk with respect to certain transactions denominated in foreign currencies. As of September 26, 2020 and December 31, 2019, Seaboard had foreign currency exchange agreements to cover a portion of its firm sales and purchase commitments and related trade receivables and payables with netfollowing aggregated outstanding notional amounts of $55 million and $78 million, respectively, primarily related to the euro and South African rand. From time to time,derivative financial instruments:
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | July 3, | | December 31, | ||
(Millions) | | Metric | | | | | | | | | 2021 | | 2020 | ||
Commodities | | | | | | | | | | | | | | | |
Grain | | Bushels | | | | | | | | | 31 | | | 26 | |
Hogs | | Pounds | | | | | | | | | 1 | | | 2 | |
Soybean oil | | Pounds | | | | | | | | | 9 | | | 56 | |
Heating oil | | Gallons | | | | | | | | | 16 | | | — | |
Foreign currencies | | U.S. dollar | | | | | | | | | 50 | | | 49 | |
Interest rate swaps | | U.S. dollar | | | | | | | | | 400 | | | 400 | |
Equity futures | | U.S. dollar | | | | | | | | | — | | | 3 | |
During mid-2020, Seaboard is subject to counterparty credit risk related to its foreign currency exchange agreements should the counterparties fail to perform according to the terms of the contracts. As of September 26, 2020, Seaboard had a maximum aggregate amount of loss due to credit risk of $4 million with 3 counterparties. Seaboard does not hold any collateral related to these agreements.
Interest Rate Swap Agreements
Seaboard entersentered into interest rate swap agreements to manage the interest rate risk with respect to certain variable rate long-term debt. During mid-2020, Seaboard entered into 3 interest rate exchange agreements with an aggregate notional value of $400 million that mature in mid-2025. Seaboard pays fixed-rate interest payments at a weighted-average interest rate of 0.26% over the life of the agreements and receives variable-rate interest payments based on the one-month LIBOR from the counterparty without the exchange of the underlying notional amounts. Interest rate exchange agreements are recorded at fair value
Credit risks associated with changes in value marked-to-market as a component of interest expense, net in the condensed consolidated statements of comprehensive income.
Equity Futures Contracts
Seaboard enters into equity futures contracts to manage the equity price risk with respect to certain short-term investments. Equity futuresthese derivative contracts are recorded at fair valuenot significant as Seaboard minimizes counterparty exposure by dealing with changes in value marked-to-market as a componentcredit-worthy counterparties and uses margin accounts for some contracts. At July 3, 2021, the maximum amount of other investment income (loss), net incredit risk, had the condensed consolidated statementscounterparties failed to perform according to the terms of comprehensive income. The notional amounts of these equity futures contracts were $6 million and $0 million as of September 26, 2020 and December 31, 2019, respectively.the contract, was $15 million.
The following table provides the amount of gain or (loss) recognized in income for each type of derivative and where it was recognized in the condensed consolidated statements of comprehensive income:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended | | Nine Months Ended | | | | | Three Months Ended | | Six Months Ended | | ||||||||||||||||
| | | | September 26, | | September 28, | | September 26, | | September 28, | | | | | July 3, | | June 27, | | July 3, | | June 27, | | ||||||||
(Millions of dollars) |
| |
| 2020 |
| 2019 |
| 2020 |
| 2019 |
|
| |
| 2021 |
| 2020 |
| 2021 |
| 2020 |
| ||||||||
Commodities |
| Cost of sales | | $ | 10 | | $ | (17) | | $ | 27 | | $ | (48) | |
| Cost of sales | | $ | (22) | | $ | (4) | | $ | (20) | | $ | 17 | |
Foreign currencies |
| Cost of sales | |
| 2 | |
| 1 | |
| 15 | |
| 5 | |
| Cost of sales | |
| 2 | |
| 1 | |
| 3 | |
| 13 | |
Foreign currencies |
| Foreign currency gains (losses), net | |
| (3) | |
| — | |
| (2) | |
| — | |
| Foreign currency gains (losses), net | |
| 1 | |
| — | |
| 3 | |
| 1 | |
Equity | | Other investment income (loss), net | | | (16) | | | — | | | 7 | | | (3) | | |||||||||||||||
Interest rate swaps |
| Interest expense | |
| — | |
| — | |
| (1) | | | — | | | Interest expense | | | (1) | | | (1) | | | 6 | | | (1) | |
Equity futures |
| Other investment income (loss), net | |
| — | |
| (5) | |
| — | | | 23 | |
13
The following table provides the fair value of each type of derivative held and where each derivative is included in the condensed consolidated balance sheets:
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | Asset Derivatives | | | | Liability Derivatives | | ||||||||
| | | | September 26, | | December 31, | | | | September 26, | | December 31, | | ||||
(Millions of dollars) |
| |
| 2020 |
| 2019 |
| |
| 2020 |
| 2019 | | ||||
Commodities |
| Other current assets | | $ | 16 | | $ | 6 |
| Other current liabilities | | $ | 15 | | $ | 4 | |
Foreign currencies |
| Other current assets | |
| 4 | |
| — |
| Other current liabilities | |
| 4 | |
| 3 | |
Interest rate swaps | | Other current assets | | | — | | | — | | Other current liabilities | | | 1 | | | — | |
Equity |
| Short-term investments | |
| — | |
| — |
| Short-term investments | |
| — | |
| — | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | Asset Derivatives | | | | Liability Derivatives | | ||||||||
| | | | July 3, | | December 31, | | | | July 3, | | December 31, | | ||||
(Millions of dollars) |
| |
| 2021 |
| 2020 |
| |
| 2021 |
| 2020 | | ||||
Commodities |
| Other current assets | | $ | 17 | | $ | 28 |
| Other current liabilities | | $ | 33 | | $ | 19 | |
Foreign currencies |
| Other current assets | |
| 9 | |
| — |
| Other current liabilities | |
| — | |
| 9 | |
Interest rate swaps | | Other current assets | | | 6 | | | 1 | | Other current liabilities | | | — | | | — | |
Equity futures |
| Short-term investments | |
| — | |
| — |
| Short-term investments | |
| — | |
| — | |
Seaboard’s commodity derivative assets and liabilities are presented in the condensed consolidated balance sheets on a net basis, including netting the derivatives with the related margin accounts. As of September 26, 2020July 3, 2021 and December 31, 2019,2020, the commodity derivatives had a margin account balance of $18$71 million and $13$15 million, respectively, resulting in a net other current asset in the condensed consolidated balance sheets of $19$55 million and $15$24 million, respectively. Seaboard’s equity future derivatives are also presented on a net basis, including netting the derivatives within short-term investments.
12
Note 7 – Stockholders’ Equity and Accumulated Other Comprehensive Loss
Under Seaboard’s share repurchase program expired on October 31, 2020. Under this share repurchase program, Seaboard iswas authorized to repurchase its common stock from time to time in open market or privately negotiated purchases, which may behave been above or below the traded market price. During the period that the share repurchase program remains in effect,2020, Seaboard may enter into a 10b5-1 plan authorizing a third party to make such purchases on behalf of Seaboard. All stock repurchased will be made in compliance with applicable legal requirements and funded by cash on hand. The timing of the repurchases and the number of shares repurchased will depend upon market conditions, compliance with Securities and Exchange Commission regulations and other factors. The Board of Directors’ stock repurchase authorization does not obligate Seaboard to acquire a specific amount of common stock, and the stock repurchase program may be suspended at any time at Seaboard’s discretion. The share repurchase program expires on October 31, 2020, unless extended. As of September 26, 2020, $65 million of common stock remained available for repurchase under this program. Seaboard repurchased 0 shares and 4,069 shares of common stock during the threeat a total price of $13 million. Shares repurchased were retired and nine months ended September 26, 2020, respectively.
The changes in the components of other comprehensive income (loss), net of related taxes, are as follows:
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Nine Months Ended |
| ||||||||||
| | September 26, | | | September 28, | | | September 26, | | | September 28, |
| ||||
(Millions of dollars) |
| 2020 | |
| 2019 | |
| 2020 | |
| 2019 |
| ||||
Foreign currency translation adjustment |
| $ | 5 | |
| $ | 2 | |
| $ | (11) | |
| $ | (9) | |
Unrecognized pension cost (a) | |
| 5 | | |
| 1 | | |
| 7 | | |
| 7 | |
Other comprehensive loss, net of tax |
| $ | 10 | |
| $ | 3 | |
| $ | (4) | |
| $ | (2) | |
became authorized and unissued shares.
The components of accumulated other comprehensive loss, net of related taxes, arewere as follows:
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | September 26, | | December 31, |
| | July 3, | | December 31, |
| ||||
(Millions of dollars) |
| 2020 |
| 2019 |
|
| 2021 |
| 2020 |
| ||||
Cumulative foreign currency translation adjustment | | $ | (380) | | $ | (369) | | | $ | (376) | | $ | (376) | |
Cumulative unrecognized pension cost | |
| (64) | |
| (71) | | |
| (90) | |
| (95) | |
Total accumulated other comprehensive loss | | $ | (444) | | $ | (440) | | | $ | (466) | | $ | (471) | |
14
Note 8 – Revenue Recognition
Seaboard has multiple segments with diverse revenue streams. The following tables present Seaboard’s sales disaggregated by revenue source and segment:
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended September 26, 2020 | | ||||||||||||||||||
| | | | | | | | | | | | Sugar | | | | | | | | | | |
| | | | | | | | | | | | and | | | | | | All | | | Consolidated | |
(Millions of dollars) | | | Pork | | | CT&M | | | Marine | | | Alcohol | | | Power | | | Other | | | Totals | |
Major Products/Services Lines: | | | | | | | | | | | | | | | | | | | | | | |
Products | | $ | 391 | | $ | 877 | | $ | — | | $ | 26 | | $ | — | | $ | 3 | | $ | 1,297 | |
Transportation | | | 2 | | | — | | | 244 | | | — | | | — | | | — | | | 246 | |
Energy | | | 65 | | | — | | | — | | | 5 | | | 21 | | | — | | | 91 | |
Other | | | 8 | | | 3 | | | — | | | — | | | — | | | — | | | 11 | |
Segment/Consolidated Totals | | $ | 466 | | $ | 880 | | $ | 244 | | $ | 31 | | $ | 21 | | $ | 3 | | $ | 1,645 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended September 28, 2019 | | ||||||||||||||||||
| | | | | | | | | | | | Sugar | | | | | | | | | | |
| | | | | | | | | | | | and | | | | | | All | | | Consolidated | |
(Millions of dollars) | | | Pork | | | CT&M | | | Marine | | | Alcohol | | | Power | | | Other | | | Totals | |
Major Products/Services Lines: | | | | | | | | | | | | | | | | | | | | | | |
Products | | $ | 381 | | $ | 906 | | $ | — | | $ | 32 | | $ | — | | $ | 5 | | $ | 1,324 | |
Transportation | | | — | | | — | | | 256 | | | — | | | — | | | — | | | 256 | |
Energy | | | 35 | | | — | | | — | | | 4 | | | 30 | | | — | | | 69 | |
Other | | | 7 | | | 7 | | | — | | | — | | | — | | | — | | | 14 | |
Segment/Consolidated Totals | | $ | 423 | | $ | 913 | | $ | 256 | | $ | 36 | | $ | 30 | | $ | 5 | | $ | 1,663 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | Nine Months Ended September 26, 2020 | | ||||||||||||||||||
| | | | | | | | | | | | Sugar | | | | | | | | | | |
| | | | | | | | | | | | and | | | | | | All | | | Consolidated | |
(Millions of dollars) | | | Pork | | | CT&M | | | Marine | | | Alcohol | | | Power | | | Other | | | Totals | |
Major Products/Services Lines: | | | | | | | | | | | | | | | | | | | | | | |
Products | | $ | 1,205 | | $ | 2,906 | | $ | — | | $ | 65 | | $ | — | | $ | 12 | | $ | 4,188 | |
Transportation | | | 6 | | | — | | | 705 | | | — | | | — | | | — | | | 711 | |
Energy | | | 145 | | | — | | | — | | | 6 | | | 51 | | | — | | | 202 | |
Other | | | 24 | | | 11 | | | — | | | — | | | — | | | — | | | 35 | |
Segment/Consolidated Totals | | $ | 1,380 | | $ | 2,917 | | $ | 705 | | $ | 71 | | $ | 51 | | $ | 12 | | $ | 5,136 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | Nine Months Ended September 28, 2019 | |||||||||||||||||||
| | | | | | | | | | | | Sugar | | | | | | | | | | |
| | | | | | | | | | | | and | | | | | | All | | | Consolidated | |
(Millions of dollars) | | | Pork | | | CT&M | | | Marine | | | Alcohol | | | Power | | | Other | | | Totals | |
Major Products/Services Lines: | | | | | | | | | | | | | | | | | | | | | | |
Products | | $ | 1,165 | | $ | 2,731 | | $ | — | | $ | 86 | | $ | — | | $ | 13 | | $ | 3,995 | |
Transportation | | | 7 | | | — | | | 769 | | | — | | | — | | | 1 | | | 777 | |
Energy | | | 122 | | | — | | | — | | | 5 | | | 92 | | | — | | | 219 | |
Other | | | 24 | | | 13 | | | — | | | — | | | — | | | — | | | 37 | |
Segment/Consolidated Totals | | $ | 1,318 | | $ | 2,744 | | $ | 769 | | $ | 91 | | $ | 92 | | $ | 14 | | $ | 5,028 | |
Revenue from goods and services transferred to customers at a single point in time account 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 Seaboard believes this is a faithful depiction of the performance obligation to its customers. Seaboard’s contracts with its customers are short-term, defined as less than one year.
15
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 ship is on the water and has not arrived at the designated port. Deferred revenue balances are reduced when revenue is recognized. The deferred revenue balance as of December 31, 2019 was fully recognized as revenue during the first quarter of 2020.
Note 9 – Income Taxes
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. Changes in the forecasted annual income (loss) projections, including changes due to the impacts of the coronavirus disease 2019 (“COVID-19”) pandemic, have resulted in significant adjustments to quarterly income tax expense (benefit).
Note 108 – Segment Information
Seaboard has 6 reportable segments: Pork, CT&M, Marine, Sugar and Alcohol, Power and Turkey, each offering a specific product or service. For details on the respective products or services of each segment, see Note 15 to the consolidated financial statements included in Seaboard’s annual report on Form 10-K for the year ended December 31, 2019. Below are segment updates from year-end.
During the first quarter of 2020, the CT&M segment finalized the purchase price allocation related to the October 2019 acquisition of ContiLatin del Peru S.A. resulting in the recording of $1 million of intangible assets and no goodwill.
The Turkey segment, accounted for using the equity method, represents Seaboard’s investment in Butterball, LLC (“Butterball”). As of September 26, 2020 and December 31, 2019, Butterball had total assets of $1.2 billion and $1.0 billion, respectively. Butterball’s summarized income statement information was as follows:
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended | | ||||||||
| | September 26, | | September 28, | | September 26, | | September 28, | | ||||
(Millions of dollars) | | 2020 | | 2019 | | 2020 | | 2019 | | ||||
Net sales | | $ | 407 | | $ | 416 | | $ | 1,052 | | $ | 1,062 | |
Operating loss | | $ | (3) | | $ | (15) | | $ | (34) | | $ | (42) | |
Net loss | | $ | (7) | | $ | (22) | | $ | (47) | | $ | (59) | |
2020.
The following tables set forth specific financial information about each segment as reviewedpresent Seaboard’s sales disaggregated by Seaboard’s management. Operating income (loss) for segment reporting is prepared on the same basis as that used for consolidated operating income. Operating income (loss), along with income or loss from affiliates for the Pork, CT&Mrevenue source and Turkey segments, is used as the measure of evaluating segment performance because management does not consider interest, other investment income (loss) and income tax benefit (expense) on a segment basis.segment:
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Net Sales: | | Three Months Ended | | Nine Months Ended | | ||||||||
| | September 26, | | September 28, | | September 26, | | September 28, |
| ||||
(Millions of dollars) |
| 2020 |
| 2019 |
| 2020 |
| 2019 |
| ||||
Pork | | $ | 466 | | $ | 423 | | $ | 1,380 | | $ | 1,318 | |
CT&M | |
| 880 | |
| 913 | |
| 2,917 | |
| 2,744 | |
Marine | |
| 244 | |
| 256 | |
| 705 | |
| 769 | |
Sugar and Alcohol | |
| 31 | |
| 36 | |
| 71 | |
| 91 | |
Power | |
| 21 | |
| 30 | |
| 51 | |
| 92 | |
All Other | |
| 3 | |
| 5 | |
| 12 | |
| 14 | |
Segment/Consolidated Totals | | $ | 1,645 | | $ | 1,663 | | $ | 5,136 | | $ | 5,028 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended July 3, 2021 | | ||||||||||||||||||
| | | | | | | | | | | | Sugar | | | | | | | | | | |
| | | | | | | | | | | | and | | | | | | All | | | Consolidated | |
(Millions of dollars) | | | Pork | | | CT&M | | | Marine | | | Alcohol | | | Power | | | Other | | | Totals | |
Major Products/Services Lines: | | | | | | | | | | | | | | | | | | | | | | |
Products | | $ | 596 | | $ | 1,374 | | $ | — | | $ | 26 | | $ | — | | $ | 4 | | $ | 2,000 | |
Transportation | | | 2 | | | — | | | 319 | | | — | | | — | | | — | | | 321 | |
Energy | | | 89 | | | — | | | — | | | — | | | 11 | | | — | | | 100 | |
Other | | | 6 | | | 3 | | | — | | | — | | | — | | | — | | | 9 | |
Segment/Consolidated Totals | | $ | 693 | | $ | 1,377 | | $ | 319 | | $ | 26 | | $ | 11 | | $ | 4 | | $ | 2,430 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended June 27, 2020 | | ||||||||||||||||||
| | | | | | | | | | | | Sugar | | | | | | | | | | |
| | | | | | | | | | | | and | | | | | | All | | | Consolidated | |
(Millions of dollars) | | | Pork | | | CT&M | | | Marine | | | Alcohol | | | Power | | | Other | | | Totals | |
Major Products/Services Lines: | | | | | | | | | | | | | | | | | | | | | | |
Products | | $ | 409 | | $ | 1,119 | | $ | — | | $ | 18 | | $ | — | | $ | 3 | | $ | 1,549 | |
Transportation | | | 2 | | | — | | | 192 | | | — | | | — | | | — | | | 194 | |
Energy | | | 40 | | | — | | | — | | | — | | | 13 | | | — | | | 53 | |
Other | | | 8 | | | 4 | | | — | | | — | | | — | | | — | | | 12 | |
Segment/Consolidated Totals | | $ | 459 | | $ | 1,123 | | $ | 192 | | $ | 18 | | $ | 13 | | $ | 3 | | $ | 1,808 | |
1613
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Operating Income (Loss): | | Three Months Ended | | Nine Months Ended |
| ||||||||
| | September 26, | | September 28, | | September 26, | | September 28, | | ||||
(Millions of dollars) |
| 2020 |
| 2019 |
| 2020 |
| 2019 |
| ||||
Pork | | $ | 4 | | $ | (22) | | $ | 47 | | $ | (31) | |
CT&M | |
| 28 | |
| 14 | |
| 82 | |
| 50 | |
Marine | |
| 14 | |
| (2) | |
| (3) | |
| 2 | |
Sugar and Alcohol | |
| (1) | |
| (1) | |
| (4) | |
| (9) | |
Power | |
| 3 | |
| 9 | |
| 4 | |
| 21 | |
All Other | |
| — | |
| 1 | |
| 1 | |
| 2 | |
Segment Totals | |
| 48 | |
| (1) | |
| 127 | |
| 35 | |
Corporate | |
| (19) | |
| (5) | |
| (24) | |
| (22) | |
Consolidated Totals | | $ | 29 | | $ | (6) | | $ | 103 | | $ | 13 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | Six Months Ended July 3, 2021 | | ||||||||||||||||||
| | | | | | | | | | | | Sugar | | | | | | | | | | |
| | | | | | | | | | | | and | | | | | | All | | | Consolidated | |
(Millions of dollars) | | | Pork | | | CT&M | | | Marine | | | Alcohol | | | Power | | | Other | | | Totals | |
Major Products/Services Lines: | | | | | | | | | | | | | | | | | | | | | | |
Products | | $ | 1,091 | | $ | 2,520 | | $ | — | | $ | 50 | | $ | — | | $ | 7 | | $ | 3,668 | |
Transportation | | | 3 | | | — | | | 619 | | | — | | | — | | | 1 | | | 623 | |
Energy | | | 152 | | | — | | | — | | | 2 | | | 24 | | | — | | | 178 | |
Other | | | 12 | | | 8 | | | — | | | — | | | — | | | — | | | 20 | |
Segment/Consolidated Totals | | $ | 1,258 | | $ | 2,528 | | $ | 619 | | $ | 52 | | $ | 24 | | $ | 8 | | $ | 4,489 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | Six Months Ended June 27, 2020 | |||||||||||||||||||
| | | | | | | | | | | | Sugar | | | | | | | | | | |
| | | | | | | | | | | | and | | | | | | All | | | Consolidated | |
(Millions of dollars) | | | Pork | | | CT&M | | | Marine | | | Alcohol | | | Power | | | Other | | | Totals | |
Major Products/Services Lines: | | | | | | | | | | | | | | | | | | | | | | |
Products | | $ | 814 | | $ | 2,029 | | $ | — | | $ | 39 | | $ | — | | $ | 9 | | $ | 2,891 | |
Transportation | | | 4 | | | — | | | 461 | | | — | | | — | | | — | | | 465 | |
Energy | | | 80 | | | — | | | — | | | 1 | | | 30 | | | — | | | 111 | |
Other | | | 16 | | | 8 | | | — | | | — | | | — | | | — | | | 24 | |
Segment/Consolidated Totals | | $ | 914 | | $ | 2,037 | | $ | 461 | | $ | 40 | | $ | 30 | | $ | 9 | | $ | 3,491 | |
| | | | | | | | | | | | | |
| | | | | | ||||||||
Income (Loss) from Affiliates: | | Three Months Ended | | Nine Months Ended | | ||||||||
| | September 26, | | September 28, | | September 26, | | September 28, |
| ||||
(Millions of dollars) |
| 2020 |
| 2019 |
| 2020 |
| 2019 |
| ||||
Pork | | $ | — | | $ | (5) | | $ | (3) | | $ | (19) | |
CT&M | | | (3) | | | (1) | | | (2) | | | (6) | |
Marine | | | 1 | | | 1 | | | 3 | | | 2 | |
Sugar and Alcohol | |
| — | |
| — | |
| — | |
| 1 | |
Power | | | — | | | 1 | | | — | | | 3 | |
Turkey | |
| (4) | |
| (11) | |
| (25) | |
| (30) | |
Segment/Consolidated Totals | | $ | (6) | | $ | (15) | | $ | (27) | | $ | (49) | |
| | | | | | | |
| | | | | | | |
Total Assets: | | September 26, | | December 31, |
| ||
(Millions of dollars) |
| 2020 |
| 2019 |
| ||
Pork | | $ | 1,765 | | $ | 1,802 | |
CT&M | |
| 1,607 | |
| 1,621 | |
Marine | |
| 504 | |
| 554 | |
Sugar and Alcohol | |
| 147 | |
| 139 | |
Power | |
| 296 | |
| 283 | |
Turkey | |
| 250 | |
| 275 | |
All Other | |
| 5 | |
| 10 | |
Segment Totals | |
| 4,574 | |
| 4,684 | |
Corporate | |
| 1,402 | |
| 1,601 | |
Consolidated Totals | | $ | 5,976 | | $ | 6,285 | |
| | | | | | | |
| | | | | | | |
Investments in and Advances to Affiliates: | | September 26, | | December 31, |
| ||
(Millions of dollars) |
| 2020 |
| 2019 |
| ||
Pork | | $ | 178 | | $ | 183 | |
CT&M | | | 230 | | | 237 | |
Marine | | | 32 | | | 32 | |
Sugar and Alcohol | |
| 5 | |
| 5 | |
Power | | | 3 | | | 3 | |
Turkey | |
| 250 | |
| 275 | |
Segment/Consolidated Totals | | $ | 698 | | $ | 735 | |
The following tables present Seaboard’s operating income (loss) and income (loss) from affiliates by segment. Operating income (loss) for segment reporting is prepared on the same basis as that used for consolidated operating income. Operating income (loss), along with income or loss from affiliates for the Pork, CT&M and Turkey segments, is used as the measure of evaluating segment performance because management does not consider interest, other investment income (loss) and income tax benefit (expense) on a segment basis. Administrative services provided by the corporate office are allocated to the individual segments and represent corporate services rendered to and costs incurred for each specific segment, with no allocation to individual segments of general corporate management oversight costs.
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Operating Income (Loss): | | Three Months Ended | | Six Months Ended |
| ||||||||
| | July 3, | | June 27, | | July 3, | | June 27, | | ||||
(Millions of dollars) |
| 2021 |
| 2020 |
| 2021 |
| 2020 |
| ||||
Pork | | $ | 129 | | $ | 9 | | $ | 190 | | $ | 41 | |
CT&M | |
| 16 | |
| 24 | |
| 32 | |
| 54 | |
Marine | |
| 32 | |
| (11) | |
| 53 | |
| (17) | |
Sugar and Alcohol | |
| (1) | |
| (2) | |
| — | |
| (3) | |
Power | |
| (5) | |
| (1) | |
| (7) | |
| 1 | |
All Other | |
| — | |
| — | |
| 1 | |
| 1 | |
Segment Totals | |
| 171 | |
| 19 | |
| 269 | |
| 77 | |
Corporate | |
| (6) | |
| (10) | |
| (12) | |
| (5) | |
Consolidated Totals | | $ | 165 | | $ | 9 | | $ | 257 | | $ | 72 | |
| | | | | | | | | | | | | |
| | | | | | ||||||||
Income (Loss) from Affiliates: | | Three Months Ended | | Six Months Ended | | ||||||||
| | July 3, | | June 27, | | July 3, | | June 27, |
| ||||
(Millions of dollars) |
| 2021 |
| 2020 |
| 2021 |
| 2020 |
| ||||
Pork | | $ | (6) | | $ | (4) | | $ | (2) | | $ | (3) | |
CT&M | | | 4 | | | — | | | 10 | | | 1 | |
Marine | | | 1 | | | 1 | | | 2 | | | 2 | |
Sugar and Alcohol | |
| — | |
| — | |
| — | |
| — | |
Power | | | — | | | — | | | — | | | — | |
Turkey | |
| (4) | |
| (14) | |
| (9) | |
| (21) | |
Segment/Consolidated Totals | | $ | (5) | | $ | (17) | | $ | 1 | | $ | (21) | |
14
The following tables present total assets by segment and the investments in and advances to affiliates by segment. Corporate assets primarily include cash and short-term investments, other current assets related to deferred compensation plans, long-term investments and other miscellaneous items. Corporate operating results represent certain operating costs not specifically allocated to individual segments and include costs related to Seaboard’s deferred compensation plans, which are offset by the effect of the marked-to-marketmark-to-market adjustments on these investments recorded in other investment income (loss), net.
| | | | | | | |
| | | | | | | |
Total Assets: | | July 3, | | December 31, |
| ||
(Millions of dollars) |
| 2021 |
| 2020 |
| ||
Pork | | $ | 2,137 | | $ | 1,927 | |
CT&M | |
| 1,948 | |
| 1,585 | |
Marine | |
| 564 | |
| 508 | |
Sugar and Alcohol | |
| 148 | |
| 153 | |
Power | |
| 329 | |
| 302 | |
Turkey | |
| 255 | |
| 265 | |
All Other | |
| 7 | |
| 6 | |
Segment Totals | |
| 5,388 | |
| 4,746 | |
Corporate | |
| 1,682 | |
| 1,653 | |
Consolidated Totals | | $ | 7,070 | | $ | 6,399 | |
| | | | | | | |
| | | | | | | |
Investments in and Advances to Affiliates: | | July 3, | | December 31, |
| ||
(Millions of dollars) |
| 2021 |
| 2020 |
| ||
Pork | | $ | 147 | | $ | 172 | |
CT&M | | | 228 | | | 222 | |
Marine | | | 30 | | | 30 | |
Sugar and Alcohol | |
| 3 | |
| 6 | |
Power | | | 3 | | | 3 | |
Turkey | |
| 255 | |
| 265 | |
Segment/Consolidated Totals | | $ | 666 | | $ | 698 | |
The Turkey segment, accounted for using the equity method, represents Seaboard’s investment in Butterball, LLC (“Butterball”). As of July 3, 2021 and December 31, 2020, Butterball had total assets of $1.2 billion and $993 million, respectively. Butterball’s summarized income statement information was as follows:
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | | ||||||||
| | July 3, | | June 27, | | July 3, | | June 27, | | ||||
(Millions of dollars) | | 2021 |
| 2020 |
| 2021 |
| 2020 | | ||||
Net sales | | $ | 371 | | $ | 327 | | $ | 712 | | $ | 645 | |
Operating loss | | $ | (4) | | $ | (24) | | $ | (20) | | $ | (31) | |
Net loss | | $ | (7) | | $ | (27) | | $ | (18) | | $ | (40) | |
1715
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
LIQUIDITY AND CAPITAL RESOURCES
SummaryManagement believes Seaboard’s combination of Sourcesinternally generated cash, liquidity, capital resources and Usesborrowing capabilities will be adequate for its existing operations and any currently known potential plans for expansion of Cashexisting operations in both the short-term and long-term. Management intends to continue seeking opportunities for expansion in the industries in which Seaboard operates, utilizing existing liquidity, available borrowing capacity and other financing alternatives. 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. Also, from time to time, Seaboard may fund capital calls and issue borrowings for its equity method investments based on specific facts and circumstances.
As of September 26, 2020,July 3, 2021, Seaboard had cash and short-term investments of $1.3approximately $1.6 billion and additional total net working capital of $668$890 million. CashAlso, Seaboard had available uncommitted lines of credit totaling $599 million and short-term investmentscommitted lines of credit available totaling $150 million as of September 26, 2020 decreased $222 million to $1.3 billion from December 31, 2019. The decrease was primarily the result of the sale of short-term investments for working capital purposes. Cash from operating activities decreased $36 million for the nine months ended September 26, 2020 compared to the same period in 2019.July 3, 2021.
As of September 26, 2020,July 3, 2021, $77 million of the $1.3$1.6 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. Seaboard intends to continue permanently reinvesting the majority of these funds outside the U.S. as current plans do not demonstrate a need to repatriate them to fund Seaboard’s U.S. operations. For any planned repatriation to the U.S., Seaboard would record applicable deferred taxes for state or foreign withholding taxes.
Capital ExpendituresCash and Other Investing Activitiesshort-term investments as of July 3, 2021 increased $34 million from December 31, 2020. The increase was primarily the result of timing of draws under lines of credit and working capital fluctuations, partially offset by investments in capital expenditures. During the second quarter of 2021, the short-term investment portfolio was repositioned to reduce equity price risk and in anticipation of possibly utilizing short-term investment proceeds to fund capital expenditures. As a result, there was a significant increase in proceeds from the sale of short-term investments and purchase of short-term investments in the condensed consolidated statement of cash flows for the six months ended July 3, 2021. Cash from operating activities decreased $68 million for the six months ended July 3, 2021 compared to the same period in 2020, primarily due to higher inventories due to increased commodity prices and higher receivables due to sales growth, partially offset by the increase in trade payables and higher earnings.
During the ninesix months ended September 26, 2020,July 3, 2021, Seaboard invested $160$223 million in property, plant and equipment, of which $117$170 million was in the Pork segment, $23 million in the Power segment and the remaining amount in other segments.segment. The Pork segment expenditures were primarily for completing the expansionconstruction of the Guymon pork processing plant and the modifications to the idle ethanolrenewable diesel plant in Hugoton, Kansas. The Power segment expenditures were for its power generating barge under construction. All other capital expenditures were primarily ofKansas, and a normal recurring nature such as replacements of machineryfuel storage and equipment and general facility modernizations and upgrades.
distribution facility. For the remainder of 2020,2021, management has budgeted capital expenditures totaling $91approximately $350 million. The Pork segment budgeted $70approximately $275 million primarily for modifications to convert the Hugoton, Kansas plant to a renewable diesel production facility,plant, with operations expected to begin in 2022. The remaining amount is planned2022, and other new investments, including biogas recovery and improvements to be spent in all other businesses.the new fuel storage and distribution facility. Management anticipates paying for these capital expenditures from a combination of available cash, the use of available short-term investments and Seaboard’s available borrowing capacity.
From time to time, Seaboard may fund capital calls and issue borrowings for its equity method investments based on the specific facts and circumstances. During 2020, Seaboard contributed an aggregate of $7 million to two affiliates for working capital needs.
Financing Activities and Debt
As of September 26, 2020, Seaboard had short-term uncommitted lines of credit totaling $643 million and committed lines of credit totaling $350 million. During the secondfirst quarter of 2020,2021, Seaboard entered intorepaid foreign subsidiary debt related to a committed line2018 acquisition of credit agreement for $250$46 million of additional liquidity for working capital and general corporate purposes. There was $242 million and $29 million borrowed under the uncommitted and committed lines of credit, respectively, as of September 26, 2020. As of September 26, 2020, Seaboard had an unsecured term loan, which maturesupon its maturity. The primary debt outstanding is a Term Loan due in 2028 with a balance of $688$681 million and $52 millionas of foreign subsidiary debt, denominated primarily in U.S. dollars and euros.
Management intendsJuly 3, 2021. Draws under lines of credit have increased to continue seeking opportunities for expansion in the industries in which Seaboard operates, utilizing existing liquidity, available borrowing capacity and other financing alternatives. 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. Accordingly, management believes Seaboard’s combination of internally generated cash, liquidity, capital resources and borrowing capabilities will be adequate for its existing operations and any currently known potential plans for expansion of existing operations. fund working capital.
18
RESULTS OF OPERATIONS
Net sales for the three and ninesix month periods of 2020 decreased $182021 increased $622 million and increased $108$998 million, respectively, compared to the same periods in 2019.2020. The decreaseincrease for the three and six month period wasperiods primarily the resultreflected higher prices of lower volumes and prices for certain commodities sold in the CT&M segment, lowerhigher prices for pork products, market hogs and biodiesel sold in the Pork segment and higher cargo volumes in the Marine segment, lower spot market rates and production in the Power segment and lower volumes and prices of alcohol sold in the Sugar and Alcohol segment, partially offset by higher volumes of pork products sold and biodiesel in the Pork segment. The increase for the nine month period was primarily the result of higher volumes for certain commodities in the CT&M segment and higher volumes of biodiesel, pork products and market hogs sold in the Pork segment, partially offset by lower cargo volumes in the Marine segment, lower spot market rates and production in the Power segment and lower volumes and prices of alcohol sold in the Sugar and Alcohol segment.
Operating income increased $35$156 million and $90$185 million for the three and ninesix month periods of 2020,2021, respectively, compared to the same periods in 2019.2020. The increase for the three and six month periodperiods primarily reflected federal blender’s credits recognized in the Pork segment, lower fuel and other voyage costs in the Marine segment and higher margins in the CT&M segment, partially offset by higher SG&A costs in the Corporate office. The increase for the nine month period primarily reflected lower derivative contract losseson pork product and the federal blender’s credits recognizedhog sales in the Pork segment and higher margins on third-party salesvoyage revenue in the Marine segment, partially offset by derivative contract losses in the CT&M segment, partially offset by lower revenues in the Power segment.
All of 16
Seaboard’s operations are considered “essential businesses” as definedwere most impacted by the respective governments and have continued to operateCOVID-19 pandemic during the COVID-19 pandemic. While some of Seaboard’s operations have seen recovery in their results in the thirdsecond quarter of 2020 challenges remain. compared to any other quarterly reporting period since the pandemic began. During the second quarter of 2020, Seaboard’s food product businesses saw changes in the mix of products primarily from a shift from food service to retail customer demand. Cargo volumes at Seaboard’s transportation business dropped significantly with customers taking a longer period of time to resume operations at normal capacity. Also, the energy business saw declines due to low fuel prices. Seaboard continues to encounter partially staffedchallenges resulting from the pandemic, including labor and has partially-staffed shifts lock downs or curfews in some geographic regions, and the impacts from commodity market volatility. There still remains uncertainty about the expected lengthIn addition, certain product sales have not yet returned to pre-COVID levels. The near and impact thatlong-term impacts of the COVID-19 pandemic will have on Seaboard’s operations and the global economy. Seaboard continueseconomy are unknown and impossible to promote the safety and securitypredict with any level of all of its employees.certainty.
Pork Segment
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended | | | Three Months Ended | | Six Months Ended | | ||||||||||||||||
| | September 26, | | September 28, | | September 26, | | September 28, | | | July 3, | | June 27, | | July 3, | | June 27, | | ||||||||
(Millions of dollars) |
| 2020 |
| 2019 |
| 2020 |
| 2019 | |
| 2021 |
| 2020 |
| 2021 |
| 2020 | | ||||||||
Net sales | | $ | 466 | | $ | 423 | | $ | 1,380 | | $ | 1,318 | | | $ | 693 | | $ | 459 | | $ | 1,258 | | $ | 914 | |
Operating income (loss) | | $ | 4 | | $ | (22) | | $ | 47 | | $ | (31) | | |||||||||||||
Operating income | | $ | 129 | | $ | 9 | | $ | 190 | | $ | 41 | | |||||||||||||
Loss from affiliates | | $ | — | | $ | (5) | | $ | (3) | | $ | (19) | | | $ | (6) | | $ | (4) | | $ | (2) | | $ | (3) | |
Net sales for the Pork segment increased $43$234 million and $62$344 million for the three and ninesix month periods of 2020,2021, respectively, compared to the same periods in 2019.2020. The increase for the three and six month periodperiods was primarily the result of recognitionhigher prices of $22 million in federal blender’s credits for biodiesel production in the third quarter of 2020 and higher volumes of biodiesel and pork products, sold, partially offset by lower prices on biodiesel and pork products sold. For the nine month period, the increase was primarily the result of the recognition of $55 million in federal blender’s credits for biodiesel production in 2020, higher volumes and prices for market hogs and higher volumes of pork products sold, partially offset by lower prices of biodiesel and pork products, primarily in the foreign markets. In December 2019, the President of the U.S. signed into law the Further Consolidated Appropriations Act that extended the federal blender’s credits through 2022. There were no federal blenders’ credits recognized in the first nine months of 2019.sold.
Operating income for the Pork segment increased $26$120 million and $78$149 million for the three and ninesix month periods of 2020,2021, respectively, compared to the same periods in 2019.2020. The increase for the three and six month periodperiods was primarily due to revenue recognized associated with the federal blender’s credits, lower costs for feed and third-party hogs and a $14 million multi-employer pension withdrawal liability expense recorded during the third quarter of 2019. The increase for the nine month period was primarily due to revenue recognized associated with the federal blender’s credits for the first nine months of 2020 and no derivative contract losses or expense related to the pension withdrawal liability discussed above, partially offset by lower biodiesel margins. Higherhigher margins on pork product sales and lower costsmarket hogs, and to a lesser extent, on biodiesel. Higher prices for feedpork products and third-party hogs were partially offset by higher plant processing costs.costs for feed. Management is unable to predict future market prices for pork products, the cost of feed or third-party hogs or the prices of biodiesel or the ongoing impacts of the COVID-19 pandemic;pandemic for future periods; however, management anticipates this segment will be profitable for the remainder of 2020.2021. The uncertainties and the volatility of the commodity grain markets could have a significant impact on profitability.
Loss from affiliates decreased $5CT&M Segment
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | | ||||||||
| | July 3, | | June 27, | | July 3, | | June 27, | | ||||
(Millions of dollars) |
| 2021 |
| 2020 |
| 2021 |
| 2020 |
| ||||
Net sales | | $ | 1,377 | | $ | 1,123 | | $ | 2,528 | | $ | 2,037 | |
Operating income as reported | | $ | 16 | | $ | 24 | | $ | 32 | | $ | 54 | |
Mark-to-market adjustments | |
| 10 | |
| 3 | |
| 21 | |
| (2) | |
Operating income excluding mark-to-market adjustments | | $ | 26 | | $ | 27 | | $ | 53 | | $ | 52 | |
Income from affiliates | | $ | 4 | | $ | — | | $ | 10 | | $ | 1 | |
Net sales for the CT&M segment increased $254 million and $16$491 million for the three and ninesix month periods of 2020,2021, respectively, compared to the same periods in 2019.2020. The decrease was primarily the result of Seaboard Triumph Foods, LLC (“STF”) processing more hogs and utilizing more capacity. Seaboard has a 50% noncontrolling interest in STF, which operates a
19
pork processing plant located in Iowa. STF’s operations began in September 2017 with the second shift commencing in October 2018.
CT&M Segment
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended | | ||||||||
| | September 26, | | September 28, | | September 26, | | September 28, | | ||||
(Millions of dollars) |
| 2020 |
| 2019 |
| 2020 |
| 2019 |
| ||||
Net sales | | $ | 880 | | $ | 913 | | $ | 2,917 | | $ | 2,744 | |
Operating income as reported | | $ | 28 | | $ | 14 | | $ | 82 | | $ | 50 | |
Marked-to-market adjustments | |
| (5) | |
| 2 | |
| (7) | |
| (2) | |
Operating income excluding marked-to-market adjustments | | $ | 23 | | $ | 16 | | $ | 75 | | $ | 48 | |
Loss from affiliates | | $ | (3) | | $ | (1) | | $ | (2) | | $ | (6) | |
Net salesincrease for the CT&Mthree month period primarily reflected higher sales prices for most commodities, partially offset by lower volumes to both third-party customers and affiliates. The increase for the six month period primarily reflected higher sales prices of certain commodities to third-party customers and affiliates and, to a lesser extent, higher volumes to third-party customers, partially offset by lower volumes to affiliates due to timing of shipments.
Operating income for this segment decreased $33$8 million and increased $173$22 million for the three and ninesix month periods of 2020,2021, respectively, compared to the same periods in 2019.2020. The decrease for the three and six month periodperiods primarily reflected lower affiliate volumesderivative contract losses related to mark-to-market adjustments and lower sales pricesvolumes of certain commodities sold, partially offset by higher volumes of corn and other commodities sold to third-party customers. The increase for the nine month period primarily reflected higher volumes of certain commodities sold to third-party customers and higher soybean prices, partially offset by lower affiliate volumes and lower wheat and other commodity prices. Seaboard’s CT&M segment acquired a business in October 2019, which overall increased third-party sales for the three and nine month periods of 2020.
Operating income for this segment increased $14 million and $32 million for the three and nine month periods of 2020, respectively, compared to the same periods in 2019, primarily due to higher margins on third-party sales, including from the business acquired in October 2019.sales. Due to worldwide commodity price fluctuations, the uncertain political and economic conditions in the countries in which this segment operates, the volatility in the commodity markets, changes in ocean freight rates, and the ongoing impacts of the COVID- 19 pandemic, management is unable to predict future sales and operating results; however,results for this segment for future periods. However, management anticipates positive operating income for this segment will be profitable for the remainder of 2020.2021, excluding the effects of marking to market derivative contracts.
17
Had Seaboard not applied mark-to-market accounting to its derivative instruments, operating income for this segment would have been lowerhigher by $5$10 million and $7$21 million for the three and ninesix month periods of 2020, respectively. Operating income for this segment would have been2021, respectively, and higher by $2$3 million and lower by $2 million for the three and ninesix month periods of 2019,2020, respectively. While management believes its commodity futures, options and foreign exchange contracts are primarily economic hedges of its firm purchase and sales contracts and anticipated sales contracts, Seaboard does not perform the extensive record-keeping required to account for these transactions as hedges for accounting purposes. Accordingly, while the changes in value of the derivative instruments were marked-to-market,marked to market, the changes in value of the firm purchase or sales contracts were not. As products are delivered to customers, these existing marked-to-marketmark-to-market adjustments should be primarily offset by realized margins or losses as revenue is recognized over time, and these marked-to-marketmark-to-market adjustments could reverse in 2020.2021. Management believes eliminating these marked-to-marketmark-to-market adjustments provides a more reasonable presentation to compare and evaluate period-to-period financial results for this segment.
Marine Segment
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended | | ||||||||
| | September 26, | | September 28, | | September 26, | | September 28, | | ||||
(Millions of dollars) |
| 2020 |
| 2019 |
| 2020 |
| 2019 |
| ||||
Net sales | | $ | 244 | | $ | 256 | | $ | 705 | | $ | 769 | |
Operating income (loss) | | $ | 14 | | $ | (2) | | $ | (3) | | $ | 2 | |
Income from affiliates | | $ | 1 | | $ | 1 | | $ | 3 | | $ | 2 | |
Net sales for the Marine segment decreased $12Income from affiliates increased $4 million and $64$9 million for the three and ninesix month periods of 2020,2021, respectively, compared to the same periods in 2019. The decrease2020, primarily due to an African affiliate that incurred significant losses in the prior year related to higher feed and production costs and COVID-19 disruptions with reduced demand.
Marine Segment
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | | ||||||||
| | July 3, | | June 27, | | July 3, | | June 27, | | ||||
(Millions of dollars) |
| 2021 |
| 2020 |
| 2021 |
| 2020 |
| ||||
Net sales | | $ | 319 | | $ | 192 | | $ | 619 | | $ | 461 | |
Operating income (loss) | | $ | 32 | | $ | (11) | | $ | 53 | | $ | (17) | |
Income from affiliates | | $ | 1 | | $ | 1 | | $ | 2 | | $ | 2 | |
Net sales for the Marine segment increased $127 million and $158 million for the three and ninesix month periods of 20202021, respectively, compared to the same periods in 2020. The increase for the three and six month periods of 2021 was primarily the result of lowerhigher cargo volumes partially offset by slightly higherand, to a lesser extent, an increase in average freight rates due to a change in cargo mix with more refrigeratedstrong demand. For the three and six month periods of 2020, cargo volumes that generally have a higher freight rate. Seaboard’s Marine segment results were significantly impacted in the second quarter of 2020 with a decrease of $67 million in sales compared to the same period in 2019lower due to less demand with many of Marine’s customers temporarily shut down due to government orders associated with COVID-19.
20
Operating income increased $16$43 million and decreased $5$70 million for the three and ninesix month periods of 2020,2021, respectively, compared to the same periods in 2019.2020. The increase for the three and six month periodperiods was primarily related to lowerthe result of higher voyage revenue, partially offset by higher fuel costs due to the decreaseincrease in price and consumption, and lower other voyage costs with fewer vessels in service. The decrease for the nine month period was primarily the result of lower revenues, partially offset by lower fuelhigher charter hire costs due to the decrease in priceincreased rates and consumption,more vessels, and lower voyage,higher terminal and intermodal trucking costs as a result ofrelated to the overall decreaseincrease in cargo volumes. Management cannot predict changes in fuel costs, future cargo volumes and cargo rates, or the ongoing impacts of the COVID-19 pandemic. Based on market conditions,pandemic for future periods; however, management expects higher charter hire rates, but anticipates this segment will be profitable for the remainder of 2020.2021.
Sugar and Alcohol Segment
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended | | | Three Months Ended | | Six Months Ended | | ||||||||||||||||
| | September 26, | | September 28, | | September 26, | | September 28, | | | July 3, | | June 27, | | July 3, | | June 27, | | ||||||||
(Millions of dollars) |
| 2020 |
| 2019 |
| 2020 |
| 2019 |
|
| 2021 |
| 2020 |
| 2021 |
| 2020 |
| ||||||||
Net sales | | $ | 31 | | $ | 36 | | $ | 71 | | $ | 91 | | | $ | 26 | | $ | 18 | | $ | 52 | | $ | 40 | |
Operating loss | | $ | (1) | | $ | (1) | | $ | (4) | | $ | (9) | | | $ | (1) | | $ | (2) | | $ | — | | $ | (3) | |
Income from affiliates | | $ | — | | $ | — | | $ | — | | $ | 1 | |
Net sales for the Sugar and Alcohol segment decreased $5increased $8 million and $20$12 million for the three and ninesix month periods of 2020,2021, respectively, compared to the same periods in 2019.2020. The decreaseincrease for the three and ninesix month periods primarily reflected lowerhigher volumes and prices of alcohol and sugar sold, due to lower demand. Higher sugar selling prices werepartially offset by lower sales volumes of sugar sold.prices on sugar. Sugar and alcohol sales are denominated in Argentine pesos, and an increase in local sales prices may be offset by exchange rate changes in the Argentine peso against the U.S. dollar.
Operating loss for the Sugar and Alcohol segment remained the samedecreased $1 million and decreased $5$3 million for the three and ninesix month periods of 2020,2021, respectively, compared to the same periods in 2019.2020. For the three and six month period,periods, the decrease primarily reflected higher cogeneration margins and sugar prices were offset by lower margins on alcohol sales. The decrease for the nine month period primarily reflecteddue to lower selling, general and administrative expenses, higher sugar selling prices and higher margins on cogeneration sales,production costs, partially offset by lower marginssales prices on alcohol sales.sugar. Management cannot predict local sugar and alcohol prices, the volatility in the currency exchange rate or the ongoing impacts of the COVID-19 pandemic.pandemic for future periods. Based on marketthese conditions, management currently cannot predict if this segment will be profitable for the remainder of 2020.2021.
18
Power Segment
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | ��� | | | | | | |
| | Three Months Ended | | Nine Months Ended | | | Three Months Ended | | Six Months Ended | | ||||||||||||||||
| | September 26, | | September 28, | | September 26, | | September 28, | | | July 3, | | June 27, | | July 3, | | June 27, | | ||||||||
(Millions of dollars) |
| 2020 |
| 2019 |
| 2020 |
| 2019 |
|
| 2021 |
| 2020 |
| 2021 |
| 2020 |
| ||||||||
Net sales | | $ | 21 | | $ | 30 | | $ | 51 | | $ | 92 | | | $ | 11 | | $ | 13 | | $ | 24 | | $ | 30 | |
Operating income | | $ | 3 | | $ | 9 | | $ | 4 | | $ | 21 | | |||||||||||||
Income from affiliates | | $ | — | | $ | 1 | | $ | — | | $ | 3 | | |||||||||||||
Operating income (loss) | | $ | (5) | | $ | (1) | | $ | (7) | | $ | 1 | |
Net sales for the Power segment decreased $9$2 million and $41$6 million for the three and ninesix month periods of 2020,2021, respectively, compared to the same periods in 2019.2020. The decrease for the three and ninesix month periods primarily reflected lower power generation, partially offset by higher spot market rates and lower production.as a result of higher fuel prices.
Operating income for the Power segment decreased $6$4 million and $17$8 million for the three and ninesix month periods of 2020,2021, respectively, compared to the same periods in 2019.2020. The decrease for the three and ninesix month periods was primarily due to lower revenues and, to a lesser extent, higher maintenance costs, partially offset by lower fuel costs and consumption.operating costs. Management cannot predict future fuel costs, the extent that spot market rates will fluctuate compared to fuel costs or other power producers, or the ongoing impacts of the COVID-19 pandemic.pandemic for future periods. Based on marketthese conditions and plans for the interconnection of the existing barge at a new site related to the arrival of the new barge, management currently cannot predict ifexpects this segment will not be profitable for the remainder of 2020.
Income from affiliates is lower as2021. The new barge arrived in early May 2021 and testing and commissioning has commenced. Commercial operations for the Power segment sold its 29.9% noncontrolling interest innew barge are anticipated to begin later this year and management continues to explore strategic alternatives for the existing barge, including a Dominican Republic electricity generation facility during the third quarter of 2019.sale or relocation.
21
Turkey Segment
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended | | | Three Months Ended | | Six Months Ended | | ||||||||||||||||
| | September 26, | | September 28, | | September 26, | | September 28, | | | July 3, | | June 27, | | July 3, | | June 27, | | ||||||||
(Millions of dollars) |
| 2020 |
| 2019 |
| 2020 |
| 2019 |
|
| 2021 |
| 2020 |
| 2021 |
| 2020 |
| ||||||||
Loss from affiliates | | $ | (4) | | $ | (11) | | $ | (25) | | $ | (30) | | | $ | (4) | | $ | (14) | | $ | (9) | | $ | (21) | |
The Turkey segment, accounted for using the equity method, represents Seaboard’s investment in Butterball.Butterball, LLC. The decrease in loss from affiliates for the three and six month periodperiods of 20202021 compared to the same periodperiods in 20192020 was primarily the result of lower other operating costs, including reduced interest. Thean increase in sales volume and higher revenue per pound, partially offset by a weaker sales mix due to a decrease in loss from affiliates for the nine month period of 2020 compared tovalue-added product sales and higher feed and plant production costs. Also, interest costs were lower than the same periodperiods in 2019 wasthe prior year primarily due to higher margins primarily due to lower feed and other live turkey operation growing costs and slightly higher selling prices with more value-added turkey products sold, partially offset by lower volumes of turkey products sold related to a decline in food service demand and higher plant costs primarily related to labor.mark-to-market fluctuations on interest rate swap agreements. Management is unable to predict future market prices for turkey products, the cost of feed or the ongoing impacts of the COVID-19 pandemic.pandemic for future periods. Based on marketthese conditions, management currently cannot predict if this segment will be profitable for the remainder of 2020.2021. The uncertainties and the volatility of the commodity grain markets could have a significant impact on profitability.
Selling, General and Administrative Expenses
Selling, general and administrative (“SG&A”) expenses increased $9$8 million and decreased $6$22 million for the three and ninesix month periods of 2020,2021, respectively, compared to the same periods in 2019.2020. The increase for the three month period was primarily due tothe result of higher personnel costs, including pension settlement expense as discussed in Note 5 to the condensed consolidatedpension-related adjustments and bonus accruals associated with improved financial statements,performance, and higher deferred compensation plan costs due to capital market volatility. The decrease for the nine month period was primarily due to lower deferred compensation planconsulting costs, partially offset a pension settlement expense.by lower costs related to Seaboard’s deferred compensation program. The deferred compensation planprogram costs are offset by the effect of the marked-to-market adjustmentsmark-to-market on investments recorded in other investment income (loss). The increase for the six month period was primarily the result of higher costs related to Seaboard’s deferred compensation program and higher personnel costs.
Interest Expense
Interest expense remained the same and decreased $3 million and $10$15 million for the three and ninesix month periods of 2020,2021, respectively, compared to the same periods in 2019. The2020. For the three month period, the decrease was primarily due to lowerin interest rates on outstanding debt was offset by the mark-to-market fluctuations on interest rate swap agreements and increasedless capitalized interest related to ongoing capital expenditure investments.construction in progress due to the decrease in interest rates. The decrease for the six month period was primarily related to mark-to-market fluctuations on interest rate swap agreements and lower interest rates, partially offset by less capitalized interest. Seaboard entered into two interest rate exchange agreements during the second quarter of 2020.
19
Other Investment Income (Loss), Net
Other investment income, net decreased $82 million and increased $54$214 million for the three and six month periodperiods of 20202021, respectively, compared to the same periodperiods in 20192020 primarily due to unrealizedmark-to-market fluctuations and realized gains on short-term investments due toinvestments. There was increased capital market volatility. Other investment income, net decreased $193 million for the nine month period of 2020 compared to the same period in 2019 primarily due to unrealized lossesvolatility on short-term investments partially offset by $36 millionat the onset of net realized gains.the COVID-19 pandemic in the United States during the three and six month periods of 2020.
Foreign Currency Gains (Losses), Net
Foreign currency losses,gains, net increased $6decreased $2 million and $24increased $18 million for the three and ninesix month periods of 2020,2021, respectively, compared to the same periods in 20192020 primarily due to fluctuations in the euro, Zambian kwacha, South African rand, Zambian kwacha and Argentine pesothe euro among fluctuations of other currency exchange rates in several foreign countries.
Income Tax Expense/BenefitExpense
The effective tax rate for the three and six month periodperiods of 2020 decreased compared to the three month period of 2019was primarily due to a changeimpacted by changes in forecasted annual results due to the uncertainty of the COVID-19 pandemic and actual year-to-datethe impact of tax credits. The forecasted annual results changing fromwere a loss at the first quarter of 2020 and changed to profit.positive earnings at the second quarter of 2020, resulting in a negative tax rate. The effective tax rate for the ninethree and six month periodperiods of 2020 decreased compared to2021 was lower than the nine month periodU.S. federal income tax rate of 201921% primarily due to increasedthe availability of tax exemptcredits which decreased income from the federal blender’s credits reinstated by Congress at the end of 2019 and lower forecasted earnings.tax expense.
22
Item 3. 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, Seaboard utilizes derivative instruments to manage these overall market risks. The nature of Seaboard’s market risk exposure related to these items has not changed materially since December 31, 2019. Seaboard entered into interest rate swap agreements during 2020 with interest rates at historic lows reducing its exposure to interest rate risk.2020. See Note 6 to the condensed consolidated financial statements for further discussion.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures — Seaboard’s management evaluated, under the direction of the Chief Executive and Chief Financial Officer,Officers, the effectiveness of Seaboard’s disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of September 26, 2020.July 3, 2021. Based upon and as of the date of that evaluation, Seaboard’s Chief Executive and Chief Financial OfficerOfficers concluded that Seaboard’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports it files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required. It should be noted that any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any system of disclosure controls and procedures is based in part upon assumptions about the likelihood of future events. Due to these and other inherent limitations of any such system, there can be no assurance that any design will always succeed in achieving its stated goals under all potential future conditions.
Change in Internal ControlsControl Over Financial Reporting — There hashave been no changechanges in Seaboard’s internal control over financial reporting required by Exchange Act Rule 13a-15(f) that occurred during the fiscal quarter ended September 26, 2020July 3, 2021 that has materially affected, or is reasonably likely to materially affect, Seaboard’s internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
For information related to Seaboard’s legal proceedings, see Note 4 to the condensed consolidated financial statements.
Item 1A. Risk Factors
Except for the update to the risk factors set forth below, thereThere have been no material changes in the risk factors as previously disclosed in Seaboard’s annual report on Form 10-K for the year ended December 31, 2019.2020.
(a)(3) Deterioration of Economic Conditions Could Negatively Impact Seaboard’s Business. Seaboard’s business may be adversely affected by changes in national or global economic conditions, including inflation, interest rates, availability of capital markets, consumer spending rates, energy availability and costs, impacts caused by pandemics and other public health emergencies, including the COVID-19 pandemic, and the effects of governmental initiatives to manage economic conditions. Any such changes could adversely affect the demand for and production of Seaboard’s meat products, grains, shipping services and other products, or the cost and availability of needed raw materials and packaging materials, thereby negatively affecting Seaboard’s financial results. For example, Seaboard is monitoring the impact of the COVID-19 pandemic, which has already caused a significant disruption to global financial markets and supply chains. The significance of the operational and financial impact to Seaboard will depend on how long and widespread this disruption proves to be. The extent to which the COVID-19 pandemic impacts Seaboard’s results will depend on future developments, which are uncertain and cannot be predicted, including new information which may emerge concerning the severity of the pandemic and the actions that are being taken to contain and treat it. If economic or market conditions in key global markets deteriorate, Seaboard may experience material adverse effects on its business, financial condition and results of operations. The current national and global economic conditions, could, among other things:
2320
(b)(4) The Loss of This Segment’s Oklahoma Pork Processing Plant and the STF Plant Could Adversely Affect the Business. This segment is largely dependent on the continued operation of its Oklahoma pork processing plant and the STF plant. Seaboard provides approximately one-third of STF’s hogs for processing and also markets substantially all pork products produced. The closure, loss of, or damage to these plants for any reason, including pandemic, fire, tornado, earthquake, or the occurrence of adverse governmental action could adversely affect the business of this segment. The closure, even temporarily, of these plants could have a material adverse effect on Seaboard’s liquidity and financial results.
(b)(5) This Segment is Subject to Complex Laws and Regulations That May Adversely Affect the Revenues, Costs, Manner or Feasibility of Doing Business. Federal, state and local laws, and domestic and international regulations governing worker health and safety, environmental protection, food safety and animal health and welfare significantly affect this segment’s operations. Some requirements applicable to this segment may also be enforced by citizen groups.
For example, operations and properties are subject to extensive and increasingly stringent laws and regulations pertaining to, among other things, odors, the discharge of materials into the environment and the handling and disposition of wastes (including solid and hazardous wastes) or otherwise relating to protection of the environment. In another example, the State of California enacted Proposition 12, the Farm Animal Confinement Initiative (“Proposition 12”), which will prohibit, after December 31, 2021, the sale within the State of California of uncooked pork produced from breeding sows or its offspring which have been confined in less than 24 square feet of usable floor space. The constitutionality of Proposition 12 is being challenged in two separate lawsuits pending in California. This segment is assessing Proposition 12 and the related costs of compliance, such as the additional capital expenditures that would be needed for construction of barns and pens provided for the requisite expanded animal spacing, in the event the constitutionality of Proposition 12 is upheld. If this segment is unable to comply with Proposition 12, Seaboard would not be able to sell uncooked pork products in California, which accounted for approximately 10% of its direct sales for the year ended December 31, 2019, in addition to indirect sales through further processor customers. If other pork processors similarly are unable to comply with Proposition 12 and cannot sell uncooked pork products in California, this could result in a significant oversupply of uncooked pork products being sold in locations other than California, which could result in a significant decline in the sales prices of such products.
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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no purchases of Seaboard’s common stock made by or on behalf of Seaboard or any “affiliated purchaser” (as defined by applicable rules of the Securities and Exchange Commission) during the fiscal quarter ended September 26, 2020. See Note 7 to the condensed consolidated financial statements for further discussion of Seaboard’s share repurchase program.
24
| ||
Item 6. |
| Exhibits |
| | |
Exhibit No. | | Description |
| | |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
| |
| | |
31.1 | | |
31.2 | | |
| | |
32.1 | | |
32.2 | | |
| | |
101.INS | | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
| | |
101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
| | |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| | |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| | |
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document |
| | |
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| | |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
2521
Forward-looking Statements
| | |
This Form 10-Q contains forward-looking statements“forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including with respect to the financial condition, results of operations, plans, objectives, future performance and business of Seaboard. Forward-looking statements generally may be identified as statements that are not historical in nature and statements preceded by, followed by or that include the words “believes,” “expects,” “may,” “will,” “should,” “could,” “anticipates,” “estimates,” “intends,” or similar expressions. In more specific terms, forward-looking statements, include without limitation: statements concerning projection of revenues, income or loss, adequate liquidity levels, capital expenditures, capital structure or other financial items, including the impact of mark-to-market accounting on operating income; statements regarding the plans and objectives of management for future operations; statements of future economic performance; statements regarding the intent, belief or current expectations of Seaboard and its management with respect to: (i) Seaboard’s ability to obtain adequate financing and liquidity; (ii) the price of feed stocks and other materials used by Seaboard; (iii) the sales price or market conditions for pork, agricultural commodities, sugar, alcohol, turkey and other products and services; (iv) the recorded tax effects under certain circumstances and changes in tax laws; (v) the volume of business and working capital requirements associated with the competitive trading environment for the CT&M segment; (vi) the charter hire rates and fuel prices for vessels; (vii) the fuel costs and related spot market prices for electricity in the Dominican Republic; (viii) the effect of the fluctuation in foreign currency exchange rates, (ix) the profitability or sales volume of any of Seaboard’s segments; (x) the anticipated costs and completion timetables for Seaboard’s scheduled capital improvements, acquisitions and dispositions; (xi) the productive capacity of facilities that are planned or under construction, and the timing of the commencement of operations at such facilities; (xii) the impact of pandemics or other public health emergencies, such as the COVID-19 pandemic; (xiii) potential future impact on Seaboard’s business of new legislation, rules or policies; (xiv) adverse results in pending litigation matters; or (xv) other trends affecting Seaboard’s financial condition or results of operations, and statements of the assumptions underlying or relating to any of the foregoing statements.
This list of forward-looking statements is not exclusive. Forward-looking statements are based only on Seaboard’s current beliefs, expectations and assumptions regarding its future financial condition, results of operations, plans, objectives, performance and business. Seaboard undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changes in assumptions or otherwise, except as required by law. Forward-looking statements are not guarantees of future performance or results. They involve risks, uncertainties and assumptions. Actual results may differ materially from those contemplated by the forward-looking statements due to a variety of factors. The information contained in this report, including without limitation the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the information included under the caption “Risk Factors” in Seaboard’s latest annual report on Form 10-K, as supplemented in this Form 10-Q, identifies important factors that could cause such differences.
2622
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | |
| Seaboard Corporation | |
| | (Registrant) |
| | |
| by: | /s/ |
| |
|
| |
|
|
|
|
| | |
| | (principal |
| | |
| Date: | |
| | |
| | |
| by: | /s/ Michael D. Trollinger |
| | Michael D. Trollinger |
| | Senior Vice President, Corporate Controller |
| | and Chief Accounting Officer |
| | |
| | (principal accounting officer) |
| | |
| Date: | |
| |
2723