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SEB Seaboard

Filed: 4 May 21, 4:21pm

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 April 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 April 26, 2021.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

SEABOARD CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

Three Months Ended

April 3,

March 28,

(Millions of dollars except share and per share amounts)

2021

    

2020

 

Net sales:

Products (includes affiliate sales of $293 and $259)

$

1,731

$

1,382

Services (includes affiliate sales of $5 and $6)

 

313

 

283

Other

 

15

 

18

Total net sales

 

2,059

 

1,683

Cost of sales and operating expenses:

Products

 

1,606

 

1,278

Services

 

261

 

256

Other

 

14

 

14

Total cost of sales and operating expenses

 

1,881

 

1,548

Gross income

 

178

 

135

Selling, general and administrative expenses

 

86

 

72

Operating income

 

92

 

63

Other income (expense):

Interest expense

 

10

 

(5)

Interest income

 

5

 

7

Income (loss) from affiliates

 

6

 

(4)

Other investment income (loss), net

 

71

 

(225)

Foreign currency gains (losses), net

 

9

 

(11)

Miscellaneous, net

 

6

 

1

Total other income (loss), net

 

107

 

(237)

Earnings (loss) before income taxes

 

199

 

(174)

Income tax benefit (expense)

 

(20)

 

71

Net earnings (loss)

$

179

$

(103)

Less: Net loss (income) attributable to noncontrolling interests

 

0

 

0

Net earnings (loss) attributable to Seaboard

$

179

$

(103)

Earnings (loss) per common share

$

154.03

$

(88.73)

Average number of shares outstanding

 

1,160,779

 

1,163,888

Other comprehensive income, net of income tax expense of $1 and $0:

Foreign currency translation adjustment

 

15

 

3

Unrecognized pension cost

 

1

 

2

Other comprehensive income, net of tax

$

16

$

5

Comprehensive income (loss)

 

195

 

(98)

Less: Comprehensive loss (income) attributable to noncontrolling interests

 

0

 

0

Comprehensive income (loss) attributable to Seaboard

$

195

$

(98)

See accompanying notes to condensed consolidated financial statements.

2

SEABOARD CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

April 3,

December 31,

 

(Millions of dollars except share and per share amounts)

2021

    

2020

 

Assets

Current assets:

Cash and cash equivalents

$

65

$

76

Short-term investments

 

1,384

 

1,465

Receivables, net of allowance for credit losses of $30 and $28

 

672

 

532

Inventories

 

1,360

 

1,178

Other current assets

 

130

 

103

Total current assets

 

3,611

 

3,354

Property, plant and equipment, net

 

1,657

 

1,582

Operating lease right of use assets, net

375

390

Investments in and advances to affiliates

 

677

 

698

Goodwill

 

172

 

167

Other non-current assets

 

201

 

208

Total assets

$

6,693

$

6,399

Liabilities and Stockholders’ Equity

Current liabilities:

Lines of credit

$

346

$

222

Current maturities of long-term debt

 

9

 

55

Accounts payable

 

338

 

276

Deferred revenue (includes $30 and $38 from affiliates)

88

89

Operating lease liabilities

114

111

Other current liabilities

 

288

 

323

Total current liabilities

 

1,183

 

1,076

Long-term debt, less current maturities

 

704

 

707

Deferred income taxes

 

119

 

103

Long-term operating lease liabilities

298

318

Other liabilities

 

369

 

367

Total non-current liabilities

 

1,490

 

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 2021 and 2020

 

1

 

1

Accumulated other comprehensive loss

 

(455)

 

(471)

Retained earnings

 

4,463

 

4,287

Total Seaboard stockholders’ equity

 

4,009

 

3,817

Noncontrolling interests

 

11

 

11

Total equity

 

4,020

 

3,828

Total liabilities and stockholders’ equity

$

6,693

$

6,399

See accompanying notes to condensed consolidated financial statements.

3

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

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

See accompanying notes to condensed consolidated financial statements.

4

SEABOARD CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Three Months Ended

 

April 3,

March 28,

(Millions of dollars)

2021

    

2020

 

Cash flows from operating activities:

Net earnings (loss)

$

179

$

(103)

Adjustments to reconcile net earnings (loss) to cash from operating activities:

Depreciation and amortization

 

42

 

36

Deferred income taxes

 

14

 

(64)

Loss (income) from affiliates

 

(6)

 

4

Dividends received from affiliates

 

28

 

5

Other investment loss (income), net

 

(71)

 

225

Other, net

 

(4)

 

5

Changes in assets and liabilities:

Receivables, net of allowance for credit losses

 

(138)

 

(48)

Inventories

 

(177)

 

(102)

Other assets

 

(20)

 

(1)

Accounts payable

27

(32)

Other liabilities, exclusive of debt

 

(24)

 

(31)

Net cash from operating activities

 

(150)

 

(106)

Cash flows from investing activities:

Purchase of short-term investments

 

(210)

 

(200)

Proceeds from the sale of short-term investments

 

356

 

284

Proceeds from the maturity of short-term investments

 

10

 

17

Capital expenditures

 

(96)

 

(55)

Investments in and advances to affiliates, net

 

 

(5)

Principal payments received on notes receivable

11

Purchase of long-term investments

 

(9)

 

(35)

Other, net

 

7

 

Net cash from investing activities

 

69

 

6

Cash flows from financing activities:

Uncommitted lines of credit, net

124

96

Draws under committed lines of credit

172

70

Repayments of committed lines of credit

 

(172)

 

(70)

Principal payments of long-term debt

 

(48)

 

(6)

Repurchase of common stock

 

 

(13)

Dividends paid

 

(3)

 

(3)

Other, net

 

(2)

 

3

Net cash from financing activities

 

71

 

77

Effect of exchange rate changes on cash and cash equivalents

 

(1)

 

(1)

Net change in cash and cash equivalents

 

(11)

 

(24)

Cash and cash equivalents at beginning of year

 

76

 

125

Cash and cash equivalents at end of period

$

65

$

101

See accompanying notes to condensed consolidated financial statements.

5

SEABOARD CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 – Basis of Presentation and Accounting Policies

Basis of Presentation

The condensed consolidated financial statements include the accounts of Seaboard Corporation and its subsidiaries (“Seaboard”). These financial statements should be read in conjunction with the consolidated financial statements of Seaboard for the year ended December 31, 2020 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 unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows. Seaboard has consistently applied all accounting policies as disclosed in its latest annual report on Form 10-K to all periods presented in these condensed consolidated financial statements. During the fourth quarter of 2020, Seaboard elected to change its method of valuing its inventories from the last-in, first-out (“LIFO”) method to the first-in, first-out (“FIFO”) method. The effects of the change in accounting principle from LIFO to FIFO were retrospectively applied and, as a result, certain financial statement line items in the condensed consolidated statements of comprehensive income, changes in equity and cash flows for the three months ended March  28, 2020 were adjusted as necessary. For further information, refer to the annual report on Form 10-K for the year ended December 31, 2020.

Supplemental Cash Flow Information

Non-cash investing activities for the three months ended April 3, 2021, included purchases of property, plant and equipment in accounts payable of $24 million. The following table includes supplemental cash and non-cash information related to leases. Seaboard reports the amortization of right of use assets and changes in operating lease liabilities in other liabilities, exclusive of debt in the condensed consolidated statements of cash flows.

Three Months Ended

April 3,

March 28,

(Millions of dollars)

2021

2020

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

$

36

$

35

Operating cash flows from finance leases

1

1

Financing cash flows from finance leases

2

1

Operating right of use assets obtained in exchange for new operating lease liabilities

$

13

$

38

Finance right of use assets obtained in exchange for new finance lease liabilities

4

8

Goodwill and Other Intangible Assets

The change in the carrying amount of goodwill was related to foreign currency exchange differences of $5 million within the Commodity Trading and Milling (“CT&M”) segment. As of April 3, 2021, intangible assets, included in other non-current assets, were $54 million, net of accumulated amortization of $25 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

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 receivables, among other financial instruments. This model estimates the lifetime of expected credit loss 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.

6

Note 2 – Investments

The following is a summary of the estimated fair value of short-term investments classified as trading securities:

April 3,

December 31,

(Millions of dollars)

 

2021

2020

Domestic equity securities

$

697

$

702

Domestic debt securities

392

496

Foreign equity securities

149

133

Foreign debt securities

106

68

Money market funds held in trading accounts

 

18

 

47

Other trading securities

22

19

Total trading short-term investments

$

1,384

$

1,465

The change in unrealized gains (losses) related to trading securities still held at the end of the respective reporting period was $65 million and ($236) million for the three months ended April 3, 2021 and March 28, 2020, respectively.

Seaboard had $42 million and $29 million of short-term investments denominated in foreign currencies, primarily euros, as of April 3, 2021 and December 31, 2020, respectively.

Note 3 – Inventories

The following is a summary of inventories:

April 3,

December 31,

 

(Millions of dollars)

    

2021

    

2020

At lower of FIFO cost and net realizable value (NRV):

Hogs and materials

$

467

$

437

Pork products and materials

 

56

 

46

Grains, oilseeds and other commodities

 

472

 

380

Biodiesel

101

72

Sugar produced and in process

 

26

 

24

Other

 

50

 

61

Total inventories at lower of FIFO cost and NRV

 

1,172

1,020

Grain, flour and feed at lower of weighted average cost and NRV

 

188

 

158

Total inventories

$

1,360

$

1,178

Note 4 – Lines of Credit, Long-Term Debt, Commitments and Contingencies

Lines of Credit

The outstanding balances under uncommitted lines of credit were $346 million and $222 million as of April 3, 2021 and December 31, 2020, respectively. Of the outstanding balance at April 3, 2021, $150 million was denominated in foreign currencies with $109 million denominated in the South African rand, $24 million denominated in the Canadian dollar and the remaining in various other currencies. There were 0 outstanding balances under committed lines of credit as of April 3, 2021 and December 31, 2020. The weighted average interest rate for outstanding lines of credit was 2.64% and 3.89% as of April 3, 2021 and December 31, 2020, respectively.

Long-term Debt

Long-term debt includes borrowings under term loans and other contractual obligations for payment, including notes payable. The following is a summary of long-term debt:

April 3,

December 31,

(Millions of dollars)

2021

2020

Term Loans due 2027-2028

$

712

$

714

Foreign subsidiary obligations

2

49

Total debt at face value

714

763

Current maturities and unamortized discount and costs

(10)

(56)

Long-term debt, less current maturities and unamortized discount and costs

$

704

$

707

7

The interest rate on the Term Loan due 2028 was 1.73% and 1.77% as of April 3, 2021 and December 31, 2020, respectively. The weighted average interest rate on Seaboard’s foreign subsidiary obligations was 7.70% and 3.51% as of April 3, 2021 and December 31, 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.

Seaboard was in compliance with all restrictive debt covenants relating to these agreements as of April 3, 2021.

Legal Proceedings

On June 28, 2018, 12 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 Stats, Inc., a company described in the complaint as a data sharing service. The complaint also 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, and 3 additional actions by standalone plaintiffs (including the Commonwealth of Puerto Rico) were filed in or transferred to the District Court. The consolidated actions are styled In re Pork Antitrust Litigation. The operative complaints 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 assert claims under various state laws, including state antitrust laws, unfair competition laws, consumer protection statutes, and common law unjust enrichment. The relief sought in the respective complaints includes treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees. On October 16, 2020, the District Court denied defendants’ motions to dismiss the amended complaints, but the District Court later dismissed all claims against Seaboard Corporation without prejudice.

In early 2021, 2 additional standalone plaintiffs filed similar actions in District Courts in Florida and Texas, respectively. These actions are currently stayed pending resolution of a transfer motion before 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.

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.

8

A creditor of Cereoil which has a claim in the bankruptcy proceeding pending in Uruguay has threatened to bring legal action in the U.S. against Seaboard alleging on various legal theories that Seaboard is responsible for 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 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 consolidated financial statements of Seaboard.

Guarantees

Certain of the non-consolidated affiliates and third-party contractors who perform services for Seaboard have bank debt supporting their underlying operations. From time to time, Seaboard will provide guarantees of that debt in order to further Seaboard’s business objectives. Seaboard does not issue guarantees of third parties for compensation. As of April 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 qualified defined benefit pension plans for its domestic salaried and clerical 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 any plans in advance of when the benefits are paid.

The net periodic benefit cost for all of these plans were as follows:

Three Months Ended

April 3,

March 28,

 

(Millions of dollars)

    

2021

    

2020

 

Components of net periodic benefit cost:

Service cost

$

3

$

3

Interest cost

 

2

 

3

Expected return on plan assets

 

(3)

 

(3)

Amortization and other

 

2

 

3

Net periodic benefit cost

$

4

$

6

9

Note 6 – Derivatives and Fair Value of Financial Instruments

The following tables shows assets and liabilities measured at fair value on a recurring basis, 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

    

    

    

 

April 3,

 

(Millions of dollars)

2021

Level 1

Level 2

Level 3

 

Assets:

Trading securities – short-term investments:

Domestic equity securities

$

697

$

697

$

$

Domestic debt securities

392

152

240

Foreign equity securities

 

149

 

149

 

 

Foreign debt securities

 

106

 

 

106

 

Money market funds held in trading accounts

18

18

Other trading securities

 

22

 

4

 

18

 

Trading securities – other current assets:

Domestic equity securities

 

14

 

14

 

 

Money market fund held in trading accounts

7

7

Foreign equity securities

 

4

 

4

 

 

Fixed income mutual funds

 

3

 

2

 

1

 

Long-term investment

32

32

Derivatives:

Commodities

 

17

 

16

 

1

 

Interest rate swaps

8

8

Foreign currencies

 

2

 

 

2

 

Total assets

$

1,471

$

1,063

$

376

$

32

Liabilities:

Contingent consideration

$

15

$

$

$

15

Derivatives:

Commodities

24

24

Foreign currencies

 

1

 

 

1

 

Total liabilities

$

40

$

24

$

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 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 for the first quarter of 2021 is related to equity market activity.

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 for the first quarter of 2021 was related to updated interest rates, foreign currency rates and estimated earnings before interest taxes depreciation amortization projections at the measurement date.

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 transactions denominated in foreign currencies, interest rate swap agreements to manage the interest rate risk with respect

11

to certain variable rate long-term debt, and equity futures contracts to manage the equity price risk with respect to certain short-term 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 derivative contracts are not accounted for as hedges, fluctuations in the related prices or rates 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, 2020.

Seaboard had the following aggregated outstanding notional amounts related to derivative financial instruments:

April 3,

December 31,

(Millions)

Metric

2021

2020

Commodities

Grain

Bushels

33

26

Hogs

Pounds

2

2

Soybean oil

Pounds

75

56

Heating oil

Gallons

17

Foreign currencies

U.S. dollar

117

49

Interest rate swaps

U.S. dollar

400

400

Equity futures

U.S. dollar

3

During mid-2020, Seaboard entered into interest rate swap agreements that mature in mid-2025. Seaboard pays fixed-rate interest payments at a weighted-average interest rate of 0.26% and receives variable-rate interest payments based on the one-month LIBOR from the counterparty without the exchange of the underlying notional amounts.

Credit risks associated with these derivative contracts are not significant as Seaboard minimizes counterparty exposure by dealing with credit-worthy counterparties and uses margin accounts for some contracts. At April 3, 2021, the maximum amount of credit risk, had the counterparties failed to perform according to the terms of the contract, was $10 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

April 3,

March 28,

(Millions of dollars)

    

    

2021

    

2020

 

Commodities

 

Cost of sales

$

2

$

21

Foreign currencies

Cost of sales

1

12

Foreign currencies

 

Foreign currency gains (losses), net

 

2

 

1

Interest rate swaps

Interest expense

7

Equity futures

 

Other investment income (loss), net

 

 

28

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

April 3,

December 31,

April 3,

December 31,

(Millions of dollars)

    

    

2021

    

2020

    

    

2021

    

2020

Commodities

 

Other current assets

$

17

$

28

 

Other current liabilities

$

24

$

19

Foreign currencies

Other current assets

2

Other current liabilities

1

9

Interest rate swaps

 

Other current assets

 

8

 

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 April 3, 2021 and December 31, 2020, the commodity derivatives had a margin account balance of $46 million and $15 million, respectively, resulting in a net other current asset in the condensed consolidated balance sheets of $39 million and $24 million, respectively. Seaboard’s equity 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

Seaboard’s share repurchase program expired on October 31, 2020. Under this share repurchase program, Seaboard was authorized to repurchase its common stock from time to time in open market or privately negotiated purchases, which may have been above or below the traded market price. During the first quarter of 2020, Seaboard repurchased 4,069 shares of common stock at a total price of $13 million. Shares repurchased were retired and became authorized and unissued shares.

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

April 3,

December 31,

 

(Millions of dollars)

    

2021

    

2020

 

Cumulative foreign currency translation adjustment

$

(361)

$

(376)

Cumulative unrecognized pension cost

 

(94)

 

(95)

Total accumulated other comprehensive loss

$

(455)

$

(471)

Note 8 – 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 for the year ended December 31, 2020.  

The following tables present Seaboard’s sales disaggregated by revenue source and segment:

Three Months Ended April 3, 2021

(Millions of dollars)

Pork

Commodity Trading & Milling

Marine

Sugar and Alcohol

Power

All Other

Consolidated Totals

Major Products/Services Lines:

Products

$

495

$

1,146

$

$

24

$

$

3

$

1,668

Transportation

1

300

1

302

Energy

63

2

13

78

Other

6

5

11

Segment/Consolidated Totals

$

565

$

1,151

$

300

$

26

$

13

$

4

$

2,059

Three Months Ended March 28, 2020

(Millions of dollars)

Pork

Commodity Trading & Milling

Marine

Sugar and Alcohol

Power

All Other

Consolidated Totals

Major Products/Services Lines:

Products

$

405

$

910

$

$

21

$

$

6

$

1,342

Transportation

2

269

271

Energy

40

1

17

58

Other

8

4

12

Segment/Consolidated Totals

$

455

$

914

$

269

$

22

$

17

$

6

$

1,683

13

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

 

April 3,

March 28,

(Millions of dollars)

    

2021

    

2020

 

Pork

$

61

$

32

CT&M

 

16

 

30

Marine

 

21

 

(6)

Sugar and Alcohol

 

1

 

(1)

Power

 

(2)

 

2

All Other

 

1

 

1

Segment Totals

 

98

 

58

Corporate

 

(6)

 

5

Consolidated Totals

$

92

$

63

Income (Loss) from Affiliates:

Three Months Ended

April 3,

March 28,

 

(Millions of dollars)

    

2021

    

2020

 

Pork

$

4

$

1

CT&M

6

1

Marine

1

1

Sugar and Alcohol

 

 

Power

Turkey

 

(5)

 

(7)

Segment/Consolidated Totals

$

6

$

(4)

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 mark-to-market adjustments on these investments recorded in other investment income (loss), net.

Total Assets:

April 3,

December 31,

 

(Millions of dollars)

    

2021

    

2020

 

Pork

$

2,069

$

1,927

CT&M

 

1,804

 

1,585

Marine

 

512

 

508

Sugar and Alcohol

 

146

 

153

Power

 

304

 

302

Turkey

 

259

 

265

All Other

 

6

 

6

Segment Totals

 

5,100

 

4,746

Corporate

 

1,593

 

1,653

Consolidated Totals

$

6,693

$

6,399

14

Investments in and Advances to Affiliates:

April 3,

December 31,

 

(Millions of dollars)

    

2021

    

2020

 

Pork

$

153

$

172

CT&M

226

222

Marine

30

30

Sugar and Alcohol

 

6

 

6

Power

3

3

Turkey

 

259

 

265

Segment/Consolidated Totals

$

677

$

698

The Turkey segment, accounted for using the equity method, represents Seaboard’s investment in Butterball, LLC (“Butterball”). As of April 3, 2021 and December 31, 2020, Butterball had total assets of $1,080 million and $993 million, respectively. Butterball’s summarized income statement information was as follows:

Three Months Ended

April 3,

March 28,

(Millions of dollars)

    

2021

    

2020

Net sales

$

341

$

318

Operating loss

$

(16)

$

(7)

Net loss

$

(11)

$

(13)

15

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

LIQUIDITY AND CAPITAL RESOURCES

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. 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.

Liquidity includes cash and cash equivalents, short-term investments and availability under revolving credit facilities. As of April 3, 2021, Seaboard had cash and short-term investments of $1.4 billion and additional total net working capital of $979 million. Also, Seaboard had uncommitted lines of credit available totaling $398 million and committed lines of credit available totaling $350 million as of April 3, 2021.

As of April 3, 2021, $52 million of the $1.4 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.

Cash Flows

Cash and short-term investments as of April 3, 2021 decreased $92 million to $1.4 billion from December 31, 2020. The decrease was primarily the result of the liquidation of short-term investments for working capital needs. Cash from operating activities decreased $44 million for the three-month period of 2021 compared to the same period in 2020 primarily due to uses of cash for working capital, partially offset by higher adjusted earnings.

During the three months ended April 3, 2021, Seaboard invested $96 million in property, plant and equipment, of which $78 million was in the Pork segment. The Pork segment expenditures were primarily for the construction of the renewable diesel plant in Hugoton, Kansas. For the remainder of 2021, management has budgeted capital expenditures totaling approximately $455 million. The Pork segment budgeted approximately $365 million primarily for modifications to convert the Hugoton, Kansas plant to a renewable diesel plant, with operations expected to begin in 2022, and other new investments, including a fuel storage and distribution facility and biogas recovery.

During the three months ended April 3, 2021, Seaboard repaid foreign subsidiary debt related to a 2018 acquisition of $46 million upon its maturity. The primary debt outstanding is a Term Loan due in 2028 with a balance of $683 million as of April 3, 2021.

RESULTS OF OPERATIONS

Net sales for the three-month period of 2021 increased $376 million over the same period in 2020. The increase primarily reflected higher sales prices and volumes of certain commodities in the CT&M segment, higher prices for pork products, market hogs and biodiesel sold in the Pork segment and higher cargo volumes in the Marine segment.

Operating income increased $29 million for the three-month period of 2021 compared to the same period in 2020. The increase primarily reflected higher margins on pork product sales in the Pork segment and higher cargo sales and lower fuel and other voyage costs in the Marine segment, partially offset by derivative contract losses in the CT&M segment.

Seaboard’s operations have been impacted by the COVID-19 pandemic; however, Seaboard has seen improvements in its financial results since the most dramatic impact in the second quarter of 2020 when the onset of the pandemic began. Seaboard continues to encounter challenges with labor and has partially-staffed shifts; impacts from commodity market volatility; and certain product sales not yet at pre-COVID levels. The near and long-term impacts of the COVID-19 pandemic on Seaboard’s operations and the global economy are unknown and impossible to predict with any level of certainty. Other than capital market volatility on short-term investments, the effects of the COVID-19 pandemic were not significant on a consolidated or segment basis to Seaboard’s first quarter results of prior year.

16

Pork Segment

Three Months Ended

April 3,

March 28,

(Millions of dollars)

    

    

2021

    

2020

Net sales

$

565

$

455

Operating income

$

61

$

32

Income from affiliates

$

4

$

1

Net sales for the Pork segment increased $110 million for the three-month period of 2021 compared to the same period in 2020. The increase was primarily the result of higher prices of pork products, market hogs and biodiesel sold.

Operating income for the Pork segment increased $29 million for the three-month period of 2021 compared to the same period in 2020. The increase was primarily due to higher margins on pork product sales and market hogs, partially offset by higher costs for feed. Management is unable to predict 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 for future periods; however, management anticipates this segment will be profitable for the remainder of 2021. The uncertainties and the volatility of the commodity grain markets could have a significant impact on profitability.

CT&M Segment

Three Months Ended

April 3,

March 28,

(Millions of dollars)

    

2021

    

2020

 

Net sales

$

1,151

$

914

Operating income as reported

$

16

$

30

Mark-to-market adjustments

 

11

 

(5)

Operating income excluding mark-to-market adjustments

$

27

$

25

Income from affiliates

$

6

$

1

Net sales for the CT&M segment increased $237 million for the three-month period of 2021 compared to the same period in 2020. The increase primarily reflected higher sales prices and volumes of certain commodities to third-party customers and, to a lesser extent, higher commodity prices to affiliates, partially offset by lower volumes to affiliates.

Operating income for this segment decreased $14 million for the three-month period of 2021 compared to the same period in 2020. The decrease primarily reflected derivative contract losses related to mark-to-market adjustments, partially offset by higher margins on third-party 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 and the ongoing impacts of the COVID-19 pandemic, management is unable to predict sales and operating results for this segment for future periods. However, management anticipates positive operating income for this segment for the remainder of 2021, excluding the effects of marking to market derivative contracts.

Had Seaboard not applied mark-to-market accounting to its derivative instruments, operating income for this segment would have been higher by $11 million and lower by $5 million for the three-month period of 2021 and 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, the changes in value of the firm purchase or sales contracts were not. As products are delivered to customers, these existing mark-to-market adjustments should be primarily offset by realized margins or losses as revenue is recognized over time, and these mark-to-market adjustments could reverse in 2021. Management believes eliminating these mark-to-market adjustments provides a more reasonable presentation to compare and evaluate period-to-period financial results for this segment.

17

Marine Segment

Three Months Ended

April 3,

March 28,

(Millions of dollars)

    

2021

    

2020

 

Net sales

$

300

$

269

Operating income (loss)

$

21

$

(6)

Income from affiliates

$

1

$

1

Net sales for the Marine segment increased $31 million for the three-month period of 2021 compared to the same period in 2020. The increase was primarily the result of higher cargo volumes.

Operating income for this segment increased $27 million for the three-month period of 2021 compared to the same period in 2020. The increase was primarily the result of higher sales and lower fuel costs, partially offset by higher terminal and intermodal trucking costs related to the increase in cargo volumes. Management cannot predict changes in fuel costs or other voyage costs, including charter hire costs, cargo volumes and cargo rates, or the ongoing impacts of the COVID-19 pandemic for future periods; however, management anticipates this segment will be profitable for the remainder of 2021.

Sugar and Alcohol Segment

Three Months Ended

April 3,

March 28,

(Millions of dollars)

    

2021

    

2020

 

Net sales

$

26

$

22

Operating income (loss)

$

1

$

(1)

Income from affiliates

$

$

Net sales for the Sugar and Alcohol segment increased $4 million for the three-month period of 2021 compared to the same period in 2020. The increase primarily reflected higher volumes of sugar and alcohol sold, partially offset by lower prices of sugar and alcohol. 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 income for the Sugar and Alcohol segment increased $2 million for the three-month period of 2021 compared to the same period in 2020. The increase primarily reflected higher margins on alcohol due to lower production costs, partially offset by lower margins on sugar due to higher production costs and lower prices. Management cannot predict local sugar and alcohol prices, the volatility in the currency exchange rate or the ongoing impacts of the COVID-19 pandemic for future periods. Based on these conditions, management cannot predict if this segment will be profitable for the remainder of 2021.

Power Segment

Three Months Ended

April 3,

March 28,

(Millions of dollars)

    

2021

    

2020

 

Net sales

$

13

$

17

Operating income (loss)

$

(2)

$

2

Income from affiliates

$

$

Net sales for the Power segment decreased $4 million for the three-month period of 2021 compared to the same period in 2020. The decrease reflected lower power generation, partially offset by higher spot market rates as a result of higher fuel prices. Dispatch to the local power grid is done on the basis of a merit list with lower cost power plants dispatched before those with higher costs.

Operating income for the Power segment decreased $4 million for the three-month period of 2021 compared to the same period in 2020. The decrease was primarily due to lower revenues. Management cannot predict 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 for future periods. Based on these conditions and plans for the interconnection of the existing barge at a new site related to the arrival of the new barge, management expects this segment will not be profitable for the remainder of 2021. The new barge arrived in early May 2021 and testing and commissioning has commenced. Commercial operations

18

for the new barge are anticipated to begin later this year and management continues to explore strategic alternatives for the existing barge, including selling or relocating.

Turkey Segment

Three Months Ended

April 3,

March 28,

(Millions of dollars)

    

2021

    

2020

 

Loss from affiliates

$

(5)

$

(7)

The Turkey segment, accounted for using the equity method, represents Seaboard’s investment in Butterball, LLC. The decrease in loss from affiliates for the three-month period of 2021 compared to the same period in 2020 was primarily the result of lower interest costs, partially offset by higher feed and plant production costs. Sales volumes increased, and to a lesser extent, prices, though the decrease in value-added product sales contributed to a weaker sales mix with lower margins. Management is unable to predict market prices for turkey products, the cost of feed or the ongoing impacts of the COVID-19 pandemic for future periods. Based on these conditions, management cannot predict if this segment will be profitable for the remainder of 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 $14 million for the three-month period of 2021 compared to the same period in 2020 primarily as a result of higher costs related to Seaboard’s deferred compensation program. The deferred compensation program costs are offset by the effect of the mark-to-market on investments recorded in other investment income (loss).

Interest Expense

Interest expense decreased $15 million for the three-month period of 2021 compared to the same period in 2020 primarily related to lower interest rates on outstanding debt and mark-to-market fluctuations on interest rate swap agreements.

Other Investment Income (Loss), Net

Other investment income (loss), net increased $296 million for the three-month period of 2021 compared to the same period in 2020 primarily due to mark-to-market fluctuations on short-term investments.

Foreign Currency Gains (Losses), Net

Foreign currency gains (losses), net increased $20 million for the three-month period of 2021 compared to the same period in 2020 primarily due to fluctuations in the South African rand and the euro among fluctuations of other currency exchange rates in several foreign countries.

Income Tax Benefit (Expense)

The effective tax rate for the three-month period of 2021 was lower than the three-month period of 2020 primarily due to pre-tax income in 2021 versus pre-tax loss in 2020 and the associated impact from tax credits. Tax credits decrease the income tax expense in a pre-tax income year resulting in a lower effective tax rate and increase the income tax benefit in a pre-tax loss year resulting in a higher effective tax rate.

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, 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 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 April 3, 2021. Based upon and as of the date of that evaluation, Seaboard’s Chief Executive and Chief Financial Officers concluded that Seaboard’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports it files and submits under the Exchange Act is recorded, processed,

19

summarized and reported as and when required. It should be noted that any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any system of disclosure controls and procedures is based in part upon assumptions about the likelihood of future events. Due to these and other inherent limitations of any such system, there can be no assurance that any design will always succeed in achieving its stated goals under all potential future conditions.

Change in Internal Control Over Financial Reporting — There have been no changes in Seaboard’s internal control over financial reporting required by Exchange Act Rule 13a-15(f) that occurred during the fiscal quarter ended April 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

There 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, 2020.

Item 6.

    

Exhibits

Exhibit No.

Description

10.1

Seaboard Marine Pension Plan, effective January 1, 2021

31.1

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

31.2

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

32.1

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

32.2

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

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)

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Forward-looking Statements

This Form 10-Q contains “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.

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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/ David H. Rankin

David H. Rankin

Executive Vice President, Chief Financial Officer

(principal financial officer)

Date: May 4, 2021

by:

/s/ Michael D. Trollinger

Michael D. Trollinger

Senior Vice President, Corporate Controller

and Chief Accounting Officer

(principal accounting officer)

Date: May 4, 2021

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