S E A B A R D
C O R P O R A T I O N
A N N U A L R E P O R T
2022
Letter to Stockholders
Dear Stockholders:
2022 was a record year for our company. This was the second straight year of very strong financial performance. That
is an accomplishment we are extremely proud of and reflects the focus we place on vertical integration and cost
containment. We are excited about achieving new profitability milestones yet we remain cautious about the future,
recognizing that we will face increasing headwinds in the months and years to come. The war in Ukraine and spiraling
inflation create a great deal of uncertainty and a challenging business environment for all. As the Fed attempts to
tame inflation by dramatically increasing interest rates it is difficult to predict the ultimate impact these actions will
have on the economy. The current macro environment impacts our businesses in many different ways. Once again,
the diversity of our businesses and the vertical integration strategy within them has helped insulate us from these
impacts.
Seaboard Marine had an incredible 2021, and in 2022 they nearly tripled those results. It is quite astonishing to see
decades of hard work and patience be rewarded so abundantly in such a short period of time. A significant portion of
these earnings will be reinvested into the business. There are now six ships on order that are capable of running on
natural gas and they will serve as the backbone of our fleet for many years to come.
Our Commodity Trading and Milling group accomplished a record year of their own. With a naturally long position
in grain, they benefited from the run up in commodity prices, particularly in wheat. However, these increased values
became increasingly difficult to realize as many of our markets are located in the developing world and had difficulty
absorbing and passing on the higher costs. Our seasoned management team navigated the environment well and
positioned the company to continue its growth as they hand the reins to new leadership in our overseas division.
Butterball also had the best year in its history. Although avian influenza wreaked havoc on the poultry industry,
Butterball was able to minimize the impact to its flocks, enabling them to help fill a supply shortage in the market and
benefit from the resultant higher sales prices.
On the flip side of the coin, persistent labor challenges and very high feed costs negatively impacted our Pork division,
Seaboard Foods. We are making a number of changes and investments to increase the productivity of our live
production assets and management did an excellent job of finding ways to mitigate the labor shortages and increase
the efficiency of our processing plant. Our renewable diesel plant began operations during the year but experienced
more issues than anticipated. It will likely not be operating at capacity until the second quarter of 2023. Our new
power-generating barge in the Dominican Republic also suffered some delays in its startup but is operating at capacity
now and we expect consistent production going forward.
In all cases our long-term vision for these businesses and our trust in management has not wavered and we continue
to reinvest heavily to increase efficiencies, vertically integrate, and create a healthier and safer environment for our
team members and our communities.
We will not grow complacent with our strong results and remain ready to tackle new obstacles as they arise. We are
more confident than ever in our strategy and in our world class team members who work tirelessly to deliver
outstanding results over the long-term. To our team members, thank you for continuing to raise the bar ever higher.
Robert L. Steer
President and
Chief Executive Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
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
(State or Other Jurisdiction of
Incorporation or Organization)
9000 West 67th Street, Merriam, Kansas
(Address of Principal Executive Offices)
04-2260388
(I.R.S. Employer Identification No.)
66202
(Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Registrant’s telephone number, including area code (913) 676-8928
Trading Symbol(s) Name of each exchange on which registered
Title of each class
Common Stock $1.00 Par Value
NYSE American
SEB
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No
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
Non-accelerated filer
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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the 253,186 shares of Seaboard common stock held by nonaffiliates was approximately $975,629,464,
based on the closing price of $3,853.41 per share on July 2, 2022, the end of Seaboard’s most recently completed second fiscal quarter.
As of January 31, 2023, the number of shares of common stock outstanding was 1,160,779.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference to the registrant’s definitive proxy statement, to be filed with the Securities and Exchange
Commission within 120 days after the close of the fiscal year ended December 31, 2022.
SEABOARD CORPORATION
FORM 10-K
YEAR ENDED DECEMBER 31, 2022
TABLE OF CONTENTS
Business
Part I
Item 1
Item 1A Risk Factors
Item 1B Unresolved Staff Comments
Item 2
Item 3
Item 4 Mine Safety Disclosures
Properties
Legal Proceedings
Part II
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
[Reserved]
Item 6
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A Quantitative and Qualitative Disclosures About Market Risk
Item 8
Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9
Item 9A Controls and Procedures
Item 9B Other Information
Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent inspections
Part III
Item 10 Directors, Executive Officers and Corporate Governance
Item 11 Executive Compensation
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Item 13 Certain Relationships and Related Transactions, and Director Independence
Item 14
Principal Accountant Fees and Services
Part IV
Item 15 Exhibit and Financial Statement Schedules
Item 16
Form 10-K Summary
Signatures
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PART I
Forward-looking Statements
This report, including information included or incorporated by reference in this report, 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 Corporation and
its subsidiaries (“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,” “plans,” “may,” “will,”
“should,” “could,” “anticipates,” “estimates,” “intends” or similar expressions.
In more specific terms, forward-looking statements include, without limitation:
statements concerning the projection of revenues, income or loss, capital expenditures, capital structure or other
financial items;
statements regarding the plans and objectives of management for future operations;
statements of future economic performance;
statements regarding the intent, belief or current expectations of Seaboard and its management with respect to:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
(xi)
(xii)
(xiii)
(xiv)
Seaboard’s ability to obtain adequate financing and liquidity;
the price of feed stocks and other materials used by Seaboard;
the sale price or market conditions for pork, agricultural commodities, renewable and biodiesel, sugar,
alcohol, turkey and other products and services;
the recorded tax effects under certain circumstances and changes in tax laws;
the volume of business and working capital requirements associated with the competitive trading
environment for the Commodity Trading and Milling (“CT&M”) segment;
the charter hire rates and fuel prices for vessels;
the fuel costs and related spot market prices for electricity in the Dominican Republic;
the effect of the fluctuation in foreign currency exchange rates;
the profitability or sales volume of any of Seaboard’s segments;
the anticipated costs and completion timetables for Seaboard’s capital improvements, acquisitions and
dispositions;
the productive capacity of facilities that are planned or under construction, and the timing of the
commencement of operations at such facilities;
potential future impact on Seaboard’s business of new legislation, rules or policies;
adverse results in pending litigation matters; or
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 Form 10-K and in other filings Seaboard makes with the Securities
and Exchange Commission (the “SEC”), including without limitation, the information under the items “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-K, identifies
important factors which could cause such differences.
1
Item 1. Business
General Development of Business
Seaboard Corporation and its subsidiaries (collectively, “Seaboard”) together comprise a diversified group of companies
that operate worldwide in agricultural and ocean transport businesses. Seaboard is primarily engaged in hog production
and pork processing in the United States (“U.S.”); commodity trading and grain processing in Africa and South America;
cargo shipping services in the U.S., Caribbean and Central and South America; sugar and alcohol production in Argentina;
and electric power generation in the Dominican Republic. Seaboard also has an equity method investment in Butterball,
LLC (“Butterball”), a producer and processor of turkey products.
Approximately 77% of the outstanding common stock of Seaboard is collectively owned by Seaboard Flour LLC and
SFC Preferred, LLC, which are Delaware limited liability companies. Ellen Bresky, the Chairwoman of the Board of
Directors, and other members of the Bresky family, including trusts created for their benefit, own the equity interests of
Seaboard Flour LLC and SFC Preferred, LLC.
Seaboard’s diverse operations are relatively decentralized, with each segment having a management team that operates
independently of the others. At certain segments, Seaboard uses vertical integration to increase its supply chain reliability.
To achieve vertical integration, Seaboard has made acquisitions and invested in strategic joint ventures. All of Seaboard’s
segments provide basic essential goods or services, including food, energy and transportation. Accordingly, most of
Seaboard’s operations are heavily commodity-driven, resulting in high volatility to market prices and a cyclical nature of
financial performance.
Seaboard has six reportable segments: Pork, CT&M, Marine, Sugar and Alcohol, Power and Turkey. Each segment’s
contribution to net sales and operating income (loss), and its respective assets and capital expenditures are included in
Note 13 to the consolidated financial statements. Seaboard operates in over 45 countries, with a concentration in the U.S.
and countries in Central and South America and Africa. Additional information regarding sales and property, plant and
equipment located in foreign locations is also included in Note 13 to the consolidated financial statements.
Description of Segments
Pork Segment - Seaboard, through its subsidiary Seaboard Foods LLC, is a vertically integrated pork producer that
primarily produces and sells pork products to further processors, foodservice operators, distributors and grocery stores.
This segment sells to U.S. customers and exports to Japan, Mexico, China and numerous other foreign markets. Seaboard’s
hog production facilities consist of genetic and commercial breeding, farrowing, nursery and finishing buildings.
Seaboard has a 50% noncontrolling interest in Seaboard Triumph Foods, LLC (“STF”), which operates a pork processing
plant located in Iowa, with a capacity to process approximately six million market hogs annually. Seaboard and
Triumph Foods, LLC (“Triumph”), an independent pork processor, supply a portion of the hogs processed at the STF
plant. The Pork segment also has a 50% noncontrolling interest in Daily’s Premium Meats, LLC (“Daily’s”), which
produces and markets raw and pre-cooked bacon using pork bellies primarily sourced from Seaboard, Triumph and STF,
at its locations in Utah, Montana and Missouri. Seaboard has marketing agreements with STF, Daily’s and Triumph to
market their products and has a margin-sharing arrangement with Triumph that considers the average sales price, standard
costs and the mix of products sold from the Seaboard and Triumph pork processing plants. In 2022, Seaboard’s Pork
segment sold to Triumph a 50% interest in Seaboard de Mexico USA LLC, its ham-boning and processing plant in Mexico.
The Pork segment produces biodiesel at facilities in Oklahoma and Missouri and renewable diesel at a facility in Kansas,
which began operations during the third quarter of 2022. These products are produced from pork fat supplied by the
Oklahoma pork processing plant and other animal fats and vegetable oils purchased from third parties and sold to fuel
blenders for distribution.
CT&M Segment - Seaboard’s CT&M segment, which is managed under the name of Seaboard Overseas and Trading
Group, is an integrated agricultural commodity trading, processing and logistics company. Seaboard’s CT&M segment
has ownership interests in several non-consolidated affiliates to further its business strategies. Overall, the CT&M segment,
including its affiliates, has facilities in 27 countries, primarily in Africa and South America. The majority of the trading
business is transacted with chartered ships or vessels this segment owns.
Marine Segment - Seaboard, through its subsidiary, Seaboard Marine Ltd., and various foreign-affiliated companies and
third-party agents, provides cargo shipping services in the U.S. and 26 countries in the Caribbean and Central and
South America. This segment’s primary operations are in Miami, Florida, and include a marine terminal and an off-port
warehouse for cargo consolidation and temporary storage. Scheduled port calls are made in Brooklyn, New York; Houston,
Texas; New Orleans, Louisiana; Philadelphia, Pennsylvania; Savannah, Georgia; and various foreign ports in the
2
Caribbean and Central and South America. A network of offices and agents are used to sell freight services and this
segment’s capabilities allow transport by truck or rail of import and export cargo to and from various U.S. and foreign
ports. This segment’s fleet consists of 17 chartered and six owned vessels as of December 31, 2022, as well as dry,
refrigerated and specialized containers.
Sugar and Alcohol Segment - Seaboard, through its subsidiary, Seaboard Energías Renovables y Alimentos S.R.L.,
operates a vertically integrated sugar and alcohol production facility in Argentina. Seaboard supplies most of the raw
material processed in this facility with sugarcane grown on land that it owns. The sugar is primarily marketed locally, with
some exports to other countries. The alcohol is marketed to industrial users and sold as dehydrated alcohol to certain oil
companies under the Argentine governmental bioethanol program, which requires alcohol to be blended with gasoline.
This segment also owns a 51-megawatt cogeneration power plant, which is fueled by the burning of sugarcane by-products,
natural gas and other biomass, like woodchips.
Power Segment - Seaboard, through its subsidiary, Transcontinental Capital Corp. (Bermuda) Ltd., is an independent
power producer generating electricity for the Dominican Republic power grid. It is not directly involved in the transmission
or distribution of electricity and is exempt from regulations under the Public Utility Holding Company Act of 1938, as
amended. Seaboard’s Power segment uses two power-generating barges for its current operations. The barge that began
operations in 2012, named Estrella Del Mar II (“EDM II”), is capable of using natural gas or heavy fuel oil to produce up
to 108 megawatts of electricity. The barge that began operations in 2022, named Estrella Del Mar III (“EDM III”), can
generate approximately 148 megawatts of electricity using natural gas. While EDM II remains in operation in the
Dominican Republic, Seaboard continues to explore strategic alternatives for this barge, including a sale or relocation.
Turkey Segment - Seaboard has a 52.5% noncontrolling interest in Butterball, a producer and processor of conventional
and antibiotic-free turkey products. Butterball is a national supplier to retail stores, foodservice outlets and industrial
entities, and to a lesser extent, exports products to Mexico and other foreign markets.
Other Businesses
Seaboard, through its subsidiary, Mount Dora Farms, Inc., processes jalapeño peppers at its plant in Honduras which are
primarily shipped to and sold in the U.S.
Customers
Seaboard does not have sales to any one customer equal to 10% or more of consolidated revenues. The Sugar and Alcohol
segment had two bioethanol customers that collectively represented 35%-46% of its total sales in each of the last three
years. The Power segment sells power in the Dominican Republic to wholly government-owned distribution companies
and other spot-market customers. The Turkey segment had two retail customers that collectively represented
approximately 27% of its total sales in each of the last three years.
Competitive Conditions
Competition in Seaboard’s Pork segment comes from a variety of regional, national and international producers and
processors and is based primarily on product quality, customer service and price. According to S&P Global in 2022,
Seaboard Foods LLC was ranked number three in hog production in the U.S. based on only this segment’s sows in
production and number four in pork processing in the U.S. based on daily processing capacity, including Triumph’s and
STF’s capacity.
Seaboard’s CT&M segment faces competition from numerous traders around the world and imported grain-processed
products or other local producers in the same industries.
Seaboard’s Marine segment faces competition based on price, reliable sailing frequencies and customer service.
Seaboard’s Sugar and Alcohol segment owns one of the largest sugar mills in Argentina and faces significant competition
for sugar and alcohol sales in the local Argentine market. Sugar and alcohol prices in Argentina can fluctuate compared to
world markets due to foreign currency, Argentine government price controls and protection policies.
For Seaboard’s Power segment, the Dominican government sets a cap on the electricity spot market prices and establishes
the dispatch order of who sells into the power grid based on a merit list. To sell to the power grid, Seaboard competes with
producers utilizing various types of fuel and generation technologies, including hydro, solar, wind, natural gas, heavy fuel
oil, diesel or coal. Renewable energy producers and producers who have lower variable operating costs to operate may
receive dispatch preference from the Dominican government. EDM III, which was completed in 2022, uses gas turbines
instead of engines and is more efficient than Seaboard’s dual-fueled barge, EDM II.
3
Competition within specific product categories and sales channels for the Turkey segment comes from a variety of regional
and national producers and processors and is based primarily on brand, product quality, customer service and price.
Seasonal Business
The Turkey business is seasonal for whole birds and related products, with the holiday season driving the majority of those
sales. Seaboard’s other segments are not seasonally dependent to any material extent.
Research and Development
The majority of Seaboard’s research and development occurs in the Pork segment. Within hog production operations,
activities are directed at improving the genetics, health and feed efficiency of hogs. The plant processing operations focuses
on increasing meat quality, as well as other manufacturing process improvements. Seaboard has also invested research and
development resources in the development of biodiesel plants and a renewable diesel facility.
Raw Materials and Sources of Supply
During 2022, Seaboard raised approximately 90% of the hogs processed at its processing plant in Oklahoma, with the
remaining hog requirements purchased primarily under contracts from independent producers. The CT&M segment
sources, transports and markets approximately 14 million metric tons per year of wheat, corn, soybeans, soybean meal and
other commodities, generally purchased from farmers, grain elevators and wholesale merchants. Changes in origination
sources, weather patterns, planting forecasts and consumption patterns may impact supply and demand and related
commodity prices in this segment. The Sugar segment supplied approximately 80% of the sugar cane processed in its
facility.
Fuel is a significant raw material for the Power segment. EDM III only operates on natural gas and there is only one
supplier in the Dominican Republic. The dispatch of EDM II is dependent on the effective sourcing of heavy fuel oil or
natural gas at competitive prices. The Power segment has entered into a long-term fuel supply agreement to ensure natural
gas is available for EDM III’s expected operations. The Turkey segment purchases a significant portion of its grain used
in the manufacturing of feed for its turkeys in North Carolina from Seaboard’s partner in Butterball. Also, Butterball
purchases poults for its operations from one supplier that has multiple locations.
Intellectual Property
Seaboard believes there is recognition of the registered trademarks identified below in the various industries Seaboard
serves. While Seaboard considers all of its intellectual and proprietary rights important, Seaboard believes its business as
a whole is not materially dependent on any particular patent, trademark, license or other intellectual property right. The
Pork segment uses trademarks, including Seaboard Foods®, Seaboard Farms®, Seaboard EnergyTM, Prairie Fresh®,
Prairie Fresh USA Prime®, Our Farms, Our Commitment®, St. Joe Pork® and Cook-in Bag®. The CT&M segment uses
trademarks, including Mothers Pride® and Zambia’s Pride® in Zambia, Thunderbolt Flour® and Maid Marian® in
Guyana, GMA® and Top Pain® in Ivory Coast, GMD® and Jarga® in Senegal and Wayne® in Ecuador. The Marine
segment uses trademarks, including Seaboard Marine® and Seaboard Solutions®. The Sugar and Alcohol segment uses
trademarks, including Chango®, Chango Premium® and Tabacal®. The Turkey segment uses trademarks, including,
Butterball®, Carolina Turkey® and Farm to Family Butterball®.
Human Capital Resources
Generally, Seaboard’s segments operate autonomously to implement the human capital strategies that best meet the diverse
needs of the workforce, industry, competitive environment and legal requirements of the countries it operates in. This often
includes developing location-specific employee benefits, policies, programs and practices. Although individual programs
and benefits vary by location, all segments align with Seaboard’s core principles which emphasize health and safety,
financial wellness, learning and development, and global diversity and acceptance.
As of December 31, 2022, Seaboard had approximately 13,000 total employees, of whom approximately 52% were in the
U.S., 31% were in the Caribbean, Latin and South America and 17% were in Africa.
4
The following is an approximate employee breakdown by segment as of December 31, 2022:
United States
Caribbean,
Latin America,
South America
Africa
Other
Total
Pork
Total Employees
% Union
CTM
Total Employees
% Union
Marine
Total Employees
% Union
Sugar & Alcohol
Total Employees
% Union
Power
Total Employees
% Union
Corporate & All Other
Total Employees
% Union
Total Employees
Total % Union
5,590
36%
30
0%
915
0%
—
—
—
—
75
0%
6,610
30%
—
—
651
9%
1,527
0%
1,159
75%
230
0%
279
0%
3,846
24%
—
—
2,100
49%
—
—
—
—
—
—
—
—
2,100
49%
—
—
58
0%
—
—
—
—
—
—
—
—
58
0%
5,590
36%
2,839
38%
2,442
0%
1,159
75%
230
0%
354
0%
12,614
32%
Substantially all of the Pork segment’s hourly employees at its processing plant are covered by a collective bargaining
agreement that expires in 2026. In the CT&M segment, approximately 38% of employees at mills, primarily in Africa and
South America, are subject to collective bargaining agreements with various unions under agreements that expire between
2023 and 2025. In the Sugar and Alcohol segment, substantially all of its hourly mill employees in Argentina are covered
by a collective bargaining agreement that renews in April of each year. Seaboard believes it has good relationships with
its employees and their representative labor organizations and experienced no work stoppages at any of its locations during
2022.
Seaboard’s employees are critical to operational success and their health and safety is a top priority. All full-time domestic
employees are eligible to receive medical and dental benefits and participate in wellness programs. The Power segment
subsidizes 85% of the employee’s and families’ medical coverage. Almost all Marine and CT&M foreign locations have
either company-subsidized private health coverage or public health coverage as mandated by their local governments. All
employees of the Sugar and Alcohol segment are eligible for subsidized health coverage either through the company or
under a union medical program. The Pork, Sugar and Alcohol and Power segments have health clinics onsite at their
respective principal locations.
At times, recruitment and retention can be a challenge for certain locations in the Pork and CT&M segments. In 2022, the
Pork segment had a retention rate of approximately 75% primarily due to its nature of work and rural locations, and
approximately 25% of the Pork segment’s workforce is dependent upon employment visas in different production areas.
In the CT&M segment, which has operations in developing countries, challenges associated with safety and political
instability exist from time to time, which may create challenges in identifying and retaining qualified local and expatriate
personnel.
Flexible compensation and benefit strategies are developed by Seaboard’s segments to attract and retain employees and
reduce turnover and associated costs. Seaboard provides competitive pay, paid time off, holidays and other benefits
depending on location. All domestic employees that work over a certain number of hours are eligible to participate in the
company-sponsored 401K retirement savings plan. At many of the foreign locations, Seaboard participates in government-
required pension funds on behalf of its employees. Additional benefits are determined by the segment, but often include
5
employee discounts on products produced such as meat and sugar in the Pork and Sugar and Alcohol segments,
respectively, and back-to-school supply donations in the Power Segment.
Seaboard’s segments also provide on-the-job training and various professional development opportunities. For example,
full time employees with at least one year of service in the Pork segment are eligible for tuition reimbursement, and the
segment has developed a comprehensive training program to promote internal employees to management positions. In the
Marine segment, employees are provided training courses through an online platform, including industry-specific, job-
specific and general skills courses, and heavy equipment operators have a formal training program with a certain number
of hours that must be met before promotion.
Because Seaboard operates around the world, global diversity and acceptance are critical for continued success, including
at the highest levels, where 40% of Seaboard’s board of directors are female, including the chairwoman.
Governmental Regulations
Environmental Matters
Seaboard’s Pork segment and Turkey segment are subject to numerous federal, state and local laws and regulations relating
to the environment, such as treatment of wastewater and air emissions, that require the expenditure of funds in the ordinary
course of business. Seaboard’s Pork and Turkey segments do not anticipate making expenditures for these purposes that,
in the aggregate, would have a material effect on Seaboard’s financial condition or results of operations. Seaboard’s Marine
and CT&M segments’ vessels are subject to environment regulations related to fuel efficiency, which may cause certain
vessels to reduce their speed, potentially impacting voyage routes. Seaboard’s Power segment must receive permits from
local authorities to operate, including environmental licenses, among others, and these permits may be canceled or not
renewed. The environmental permits for both EDM II and EDM III run through September 2023. The renewal process has
been initiated and it is expected that each barge will have its corresponding permit valid for a minimum of 2 years.
Other Regulations
As a company with global operations, Seaboard is subject to complex foreign and U.S. laws and regulations, including
food safety, labor laws, trade regulations, tariffs, import and export regulations, foreign exchange regulations and anti-
bribery and corruption laws. Seaboard has policies and procedures in place to require compliance with these laws and
regulations. To date, Seaboard’s compliance actions and costs relating to these laws, rules and regulations have not resulted
in a material effect on Seaboard’s financial condition or results of operations. Governmental regulations are subject to
change, and accordingly, Seaboard is unable to assess the possible effect of compliance with future requirements or
whether compliance with such regulations will materially impact Seaboard’s business in the future.
Available Information
Access to all Securities and Exchange Commission (“SEC”) filings, including Seaboard’s annual reports on Form 10-K,
quarterly reports on 10-Q, current reports on 8-K and all amendments to those reports are available, free of charge, on its
website at www.seaboardcorp.com/investors as soon as reasonably practicable after such material is electronically filed
with, or furnished to, the SEC. Seaboard does not intend for information contained in its website to be part of this
Form 10-K. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC at www.sec.gov.
6
Information About Seaboard’s Executive Officers
The following table lists the executive officers of Seaboard. Generally, executive officers are elected at the annual meeting
of the Board of Directors following the Annual Meeting of Stockholders and hold office until the next such annual meeting
or until their respective successors are duly chosen and qualified. There are no arrangements or understandings pursuant
to which any executive officer was elected.
Name (Age)
Robert L. Steer (63)
David M. Becker (61)
David H. Rankin (51)
Michael D. Trollinger (54)
Ty A. Tywater (53)
Jacob A. Bresky (35)
Benjamin R. Hodes (37)
Adriana N. Hoskins (53)
Elizabeth A. Loudon (58)
James T. Hubler (44)
Zachery J. Holden (55)
Emma A. Beltz-Vacas (45)
Peter B. Brown (60)
David M. Dannov (61)
Edward A. Gonzalez (57)
Positions and Offices
President and Chief Executive Officer
Executive Vice President, General Counsel and Secretary
Executive Vice President, Chief Financial Officer
Senior Vice President, Corporate Controller and Chief Accounting Officer
Senior Vice President, Audit Services
Vice President, International
Vice President, Finance
Vice President and Treasurer
Vice President, Tax
Assistant Secretary
Assistant Secretary
Assistant Treasurer
President, Seaboard Foods LLC
President, Seaboard Overseas and Trading Group
President, Seaboard Marine Ltd.
Mr. Steer has served as President and Chief Executive Officer since July 2020. Prior to that, he served as Executive Vice
President, Chief Financial Officer from April 2011 to December 2020.
Mr. Becker has served as Executive Vice President, General Counsel and Secretary since December 2020 and previously
as Senior Vice President, General Counsel and Secretary since April 2011.
Mr. Rankin has served as Executive Vice President, Chief Financial Officer since December 2020. Prior to that, he served
as Senior Vice President, Taxation and Business Development since April 2015.
Mr. Trollinger has served as Senior Vice President, Corporate Controller and Chief Accounting Officer since
December 2020 and previously as Vice President, Corporate Controller and Chief Accounting Officer since March 2015.
Mr. Tywater has served as Senior Vice President, Audit Services since December 2020 and previously as Vice President,
Audit Services since November 2008.
Mr. Bresky has served as Vice President, International since July 2020, concurrently while also serving as Vice President
of Industrial Operations with the Seaboard Overseas and Trading Group (“SOTG”). Prior to that, he served in various roles
with SOTG for more than seven years. On January 9, 2023, Mr. Bresky was appointed as President and Chief Executive
Officer of SOTG.
Mr. Hodes has served as Vice President, Finance since December 2020 and previously as Finance Director since
December 2019. Prior to that, he served as Finance Manager since 2015.
Ms. Hoskins has served as Vice President and Treasurer since December 2020 and previously as Assistant Treasurer since
2006.
Ms. Loudon has served as Vice President, Tax since December 2020 and previously as Tax Director since January 2017.
Prior to that, she served as Tax Manager since 2006.
Mr. Hubler has served as Assistant Secretary since April 2019, and also serves as Vice President and General Counsel
with Seaboard Foods LLC. He was the Associate General Counsel at Seaboard Corporation from October 2018 until
January 2022 when he was named General Counsel of Seaboard Foods LLC. Prior to joining Seaboard Corporation,
Mr. Hubler was Assistant Vice President, Legal at Dairy Farmers of America, Inc.
Mr. Holden has served as Assistant Secretary since June 2010, and also serves as Vice President and General Counsel with
SOTG.
Ms. Beltz-Vacas has served as Assistant Treasurer since January 2021 and previously as Treasury Director since July 2014.
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Mr. Brown has served as President of Seaboard Foods LLC since January 2021. Prior to joining Seaboard Foods LLC,
Mr. Brown was the Chief Operating Officer of Butterball, LLC for almost two years and President and Chief Operating
Officer at High Liner Foods from 2014 to 2018.
Mr. Dannov served as President of SOTG since August 2006. On January 9, 2023, Mr. Dannov resigned from this position,
but will continue with SOTG and assist as needed.
Mr. Gonzalez has served as President of Seaboard Marine Ltd. since January 2005.
Item 1A. Risk Factors
Business and Operational Risks
(1) International Operations May Present Certain Risks. Seaboard’s international activities, some of which are in
lesser-developed countries, pose risks not faced by companies that limit themselves to U.S. markets. These risks
include:
changes in foreign currency exchange rates, currency inconvertibility and devaluation;
foreign currency exchange or retail price controls;
hyperinflation;
heightened customer credit and execution risk;
border restrictions, tariffs, bilateral trade disputes, quotas, trade barriers, import or export licensing
requirements and other trade protection measures;
border closings by foreign countries to the import of products or other limitations on Seaboard’s ability
to access materials or ports, including due to animal disease or other perceived health or safety issues;
changes in tax laws, including rules on a global minimum tax from the Organisation for Economic
Co-operation and Development (“OECD”) or country-specific laws that resemble the OECD rules;
legal and regulatory structures and unexpected changes in legal and regulatory requirements and any
additional compliance costs that may arise;
negative perception within a foreign country of a U.S. company doing business in that foreign country;
compliance with domestic and foreign laws and regulations for conducting international business such
as Foreign Account Tax Compliance Act, Foreign Corrupt Practices Act and Office of Foreign Assets
Control regulations and United Kingdom Bribery Act;
government instability, expropriation, confiscation, war, civil unrest, and corruption; and
enforcement and compliance of local laws and remedies in foreign jurisdictions, including inconsistent
application or enforcement, including tax laws, and related uncertainties affecting legal proceedings and
lawsuits.
Accordingly, revenues, operating income and cash flows from international operations could fluctuate
significantly from year to year. In addition, border restrictions and foreign government policies and regulations
could restrict the purchase of various commodities, reducing Seaboard’s ability to access materials or ports, or
limiting sales prices for products sold in local markets.
(2) Russia’s Invasion of Ukraine Could Directly or Indirectly Affect the Business. In February 2022, the Russian
government commenced a war against Ukraine, resulting in significant disruption to financial and commodity
markets. The Black Sea region is a major exporter of wheat, corn and other commodity products to the world,
and the disruption of supply has caused volatility in prices and margins of these commodities and related products.
Although Seaboard has no operational footprint in either country, the conflict may continue to impact global
commodity, energy and input costs. Additionally, in response to the war, the U.S., other North Atlantic Treaty
Organization (“NATO”) member states, as well as non-member states, have announced enhanced export controls
and targeted economic sanctions on Russia, certain Russian citizens, and Russian enterprises. Any continuation
or escalation of the war may trigger a series of additional export controls and economic and other sanctions.
Seaboard or its affiliates may trade in commodities originating from Russia and/or Ukraine as allowable by law.
However, any future commodity trades involving Russian originated commodities could be directly or indirectly
impacted by export controls, economic sanctions and the ability to collect on contracts, any of which, along with
the volatility in commodities prices and margins could negatively impact Seaboard’s financial condition, results
of operations and the market price of its common stock. Seaboard complies with all sanctions, domestic and
foreign laws and regulations applicable to its business activities.
(3) Deterioration of Economic Conditions Could Adversely Affect the Business. Seaboard’s business may be
adversely affected by changes in national or global economic conditions, including recessions, inflation, interest
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rates (including the LIBOR phase-out in June 2023), availability of capital markets, consumer spending rates,
energy availability and costs, supply chain and labor market disruptions, impacts caused by highly pathogenic
disease outbreaks and other public health emergencies, 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, or workforce availability, thereby negatively affecting Seaboard’s business, financial
condition and results of operations. The national and global economic conditions, could, among other things:
impair the financial condition of some of Seaboard’s customers and suppliers, thereby increasing
customer bad debts or non-performance by customers and suppliers;
negatively impact global demand for protein and grain-based products, which could result in a reduction
of revenues, operating income and cash flows;
decrease the value of Seaboard’s investments in equity and debt securities, including short-term
investments used for liquidity and pension plan assets, causing losses that would adversely impact
Seaboard’s net earnings; and
impair the financial viability of Seaboard’s insurers.
(4) Seaboard’s Common Stock Is Thinly Traded and Subject to Daily Price Fluctuations. The common stock of
Seaboard is closely held and thinly traded on a daily basis on the NYSE American. Seaboard Flour LLC and SFC
Preferred, LLC, which are beneficially owned by the Bresky family, hold approximately 77% of Seaboard’s
outstanding common stock. Accordingly, the price of a share of Seaboard common stock could fluctuate more
significantly from day-to-day than that of a share of more widely held stock that is actively traded on a daily
basis.
(5) Decentralization May Present Certain Risks. Seaboard’s operations are relatively decentralized in comparison
with its peers. While Seaboard’s executive management believes this practice enables it to remain responsive to
risks, opportunities and to customers’ needs, it necessarily places significant control and decision-making powers
in the hands of local management. This presents various risks, including the risk that executive management may
be slower or less able to identify or react to problems affecting a key business than in a more centralized
environment. In addition, it means that Seaboard may be slower to detect compliance-related problems (e.g., a
rogue employee undertaking activities that are prohibited by applicable law or Seaboard’s internal policies) and
that “company-wide” business initiatives, such as the integration of disparate information technology systems,
are often more challenging and costly to implement, and their risk of failure higher, than they would be in a more
centralized environment. Depending on the nature of the problem or initiative in question, such failure could
materially adversely affect Seaboard’s business, financial condition or results of operations.
(6) Investments in Non-Consolidated Affiliates May Present Certain Risks. Seaboard has several equity method
investments in which it generally owns 50% or less, with various third-party business partners owning the
remaining equity. Due to the ownership structure of these affiliates, Seaboard participates in board of director’s
or comparable governing body’s decisions but does not control the decision-making processes. Seaboard could
be exposed to various business risks if the business partners’ business decisions do not align with Seaboard’s best
interests, which could adversely impact the results for Seaboard’s income (loss) from affiliates.
(7) Cyber-Attacks or Cybersecurity Breaches Could Adversely Affect the Business. Seaboard may be adversely
impacted if it is unable to protect its information technology systems against, or effectively respond to,
cyber-attacks or cybersecurity breaches. Seaboard may also be adversely impacted if third parties on whom
Seaboard relies are unable to similarly protect their information technology systems. Attempted cyber-attacks
and other cyber incidents are occurring more frequently and are being made by groups and individuals with a
wide range of motives and expertise. Any significant penetration, invasion, destruction, or interruption of these
systems could negatively impact operations. Additionally, there is a risk of business interruption and reputational
damage from the unauthorized disclosure of confidential information and a risk of loss to financial assets related
to manipulated electronic communications, including additional costs for increased security, system remediation
and breach detection. If Seaboard is unable to prevent such breaches or failures or if a third party on whom
Seaboard relies is unable to prevent such breaches or failures, Seaboard’s operations could be disrupted or it could
negatively impact Seaboard’s financial condition, results of operations and the market price of its common stock.
Industry Risks
(1) The Food Industry May Present Certain Risks. The food products manufacturing industry is subject to the risks
posed by:
food spoilage;
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food contamination, including contamination caused by disease-producing organisms or pathogens, such
as Listeria monocytogenes, Salmonella, E coli and aflatoxin;
food allergens;
adverse weather and climate change risks;
evolving consumer preferences and nutritional and health-related concerns, including plant-based
proteins;
international, federal, state and local food processing regulations;
the possible unavailability and/or expense of liability insurance;
consumer product liability claims;
product recall;
product tampering; and
public perception of food production practices, including handling of production and live animals.
Pathogens that may cause food contamination are found generally in livestock and in the environment and
therefore may be present in Seaboard’s products. These pathogens also can be introduced to Seaboard’s products
as a result of improper handling by customers or consumers. Seaboard does not have control over handling
procedures once products have been shipped for distribution. If one or more of these risks were to materialize,
Seaboard’s brand reputation could be harmed, revenues could decrease, costs of doing business could increase,
and Seaboard’s operating results could be adversely affected.
(2) Health Risks to Animals Could Adversely Affect Production and the Supply of Raw Materials. Seaboard is
subject to risks relating to its ability to maintain animal health and control diseases. If the Pork segment’s hogs
or if Butterball’s turkeys are affected by disease, Seaboard could be required to destroy infected animals, which
could adversely affect this segment’s production or ability to sell or export its products. The general health of the
hogs and turkeys and their respective reproductive performance could have an adverse impact on production and
production costs, the supply of raw material to their processing operations and consumer confidence. Moreover,
the herd or flock health of third-party suppliers could adversely affect the supply and cost of hogs or turkeys
available for purchase. Adverse publicity concerning any disease or health concern could also cause customers
to lose confidence in the safety and quality of these segments’ food products.
(3) Fluctuations in Commodity Prices May Present Certain Risks. Sales prices for many of Seaboard’s products are
directly affected by both domestic and worldwide supply and demand for commodities for products which it sells
and competing products, all of which are determined by constantly changing market forces, as well as other
factors, over which Seaboard has little to no control, including inflationary risks.
In the Pork and Turkey segments, commodity pork and turkey prices demonstrate a cyclical nature over
periods of years, reflecting changes in the supply of fresh meat and competing proteins on the market.
In the CT&M segment, fluctuating worldwide prices for wheat, corn, soybeans, soybean meal and, to a
lesser degree, various other agricultural commodity products could also be caused by European flour
exports, donated food aid, flour dumping practices and worldwide and local crop production.
These fluctuating market conditions could have a significant impact on Seaboard’s sales, value of commodities
held in inventory and operating income.
(4) Increases in Costs of Feed Components and Third-Party Purchases Could Adversely Affect Costs and Operating
Margins. Feed costs are the most significant single component of the cost of raising hogs and turkeys and could
be materially affected by commodity price fluctuations for corn and soybean meal. The costs may also be
impacted by inflation. The results of the Pork and Turkey segments could be negatively affected by increased
costs of its feed components. The cost and supply of feed components and the third-party purchases are
determined by constantly changing market forces of supply and demand, which are driven by matters over which
these segments have no control, including inflation, weather, current and projected worldwide grain stocks and
prices, grain export prices, subsidies and tariffs, and governmental agricultural policies. These segments attempt
to manage certain of these risks through the use of commodity derivatives; however, this may also limit the ability
to participate in gains from favorable commodity fluctuations. Unless wholesale pork and turkey prices
correspondingly increase, increases in the prices of feed components and costs of third-party purchases would
adversely affect the segments’ operating margins and the value of Seaboard’s investment in Butterball. In the
Pork segment, approximately 10% of this segment’s slaughtered hogs were purchased from third parties in 2022.
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(5) Difficulties Obtaining and Retaining Appropriate Personnel. Seaboard is dependent on having a sufficient number
of properly trained operations personnel.
In the Pork and Turkey segments, the nature of the work and rural locations at some processing plants
and production operations, along with restrictive national policy on immigration, have affected and could
continue to negatively affect the availability and cost of labor.
In the CT&M segment, the loss of a key employee such as a commodity trader could have a negative
impact resulting from the loss of revenues as personal customer relationships can be vital to obtaining
and retaining business with various foreign customers. Also, employing and retaining qualified
expatriate personnel at the mills and other operating facilities are key elements to success given the
difficult living conditions, the unique operating environments and the reliance on a relatively small
number of executives to manage individual locations.
The geographic areas in which Seaboard operates have also experienced labor shortages resulting in higher labor
costs. The inability to acquire and retain the services of such personnel, or increased costs associated with the
acquisition and retention of such personnel, could have a material adverse effect on Seaboard’s operations.
(6) The Loss or Closure of the Segments’ Principal Properties Could Adversely Affect the Business. The closure,
even temporarily, loss of or damage to any of the segments’ plants for any reason, including highly pathogenic
disease outbreaks, fire, weather, such as tornado, hurricane or earthquake, or the occurrence of adverse
governmental action or labor unrest resulting in labor strikes could adversely affect the business of the affected
segment and have a material adverse effect on Seaboard’s business, financial condition and results of operations.
The Pork segment is largely dependent on the continued operation at full capacity of its Oklahoma pork
processing plant and the STF plant. This segment provided approximately one-third of STF’s hogs for
processing during 2022 and also markets substantially all pork products produced.
In the Marine segment, port operations can be subject to disruption due to hurricanes or other adverse
weather conditions, and any associated damage could take significant time to repair while cargos would
move to other ports of entry. Recovering those volumes could prove difficult.
The Sugar and Alcohol segment is largely dependent on the continued operation of a single sugar mill.
Although Butterball has three processing plants and three further processing plants, Butterball is
disproportionately dependent on the continued operation of the processing plant in North Carolina, that
handles a significant volume of the production of further processed turkey products.
(7) Disruption of Operations at Co-packers or Other Suppliers Could Adversely Affect the Business. Disruption of
operations at co‑packers or other suppliers may impact Seaboard’s product or raw material supply. Additionally,
actions taken to mitigate the impact of any potential disruption, including increasing inventory in anticipation of
a potential production or supply interruption, may also adversely affect Seaboard’s financial results.
(8) Ocean Transportation May Present Certain Risks. Seaboard’s owned and chartered vessels along with related
cargoes are at risk of being damaged, lost or incurring excess cost because of events such as:
inclement weather;
mechanical failures;
war, piracy and terrorism; and
port access and congestion.
grounding, fire, explosions and collisions;
human error;
Any of these hazards could result in death or injury to persons, loss of property, environmental damages, delays
or rerouting. If one of Seaboard’s vessels were involved in an incident, the resulting negative public perception
could have a material adverse effect on Seaboard’s business, financial condition and results of operations.
(9) Fluctuations in Fuel Costs Could Adversely Affect the Business. Fuel is a large expense for the Marine and Power
segments and also impacts the CT&M segment’s results. Fuel prices can vary greatly from year to year. While
such fluctuations may be offset through fuel surcharges or other mechanisms, such mechanisms do not act with
precision in terms of timing and amount and may not adjust revenues enough to offset the increase in costs.
Legal and Regulatory Risks
(1) Operations Are Subject to General Risks of Litigation. Seaboard is involved on an ongoing basis in litigation
arising in the ordinary course of business. Trends in litigation may include class actions involving employees,
consumers, competitors, suppliers, shareholders, or injured persons, and claims relating to product liability,
contract disputes, antitrust regulations, intellectual property, advertising, labeling, wage and hour laws,
employment practices or environmental matters. Litigation in certain countries carries additional risk due to lack
11
of transparency in judiciaries. Neither litigation trends nor the outcomes of litigation can be predicted with
certainty and adverse litigation trends and outcomes could negatively affect Seaboard’s financial results.
(2) Operations Are Subject to Complex Laws and Regulations. Federal, state and local laws, and domestic and
international regulations governing worker health and safety, food safety and animal health and welfare, port and
terminal security and the operation of vessels, including fuel regulations, significantly affect revenues, costs and
the manner or feasibility of doing business. Some requirements applicable to Seaboard may also be enforced by
citizen groups.
In the Pork segment, select states have implemented varying standards related to the required living
conditions for breeding sows. Some laws apply to animals grown in the state of enactment while, more
recently, several states have enacted laws that prohibit the sale of meat from non-compliant animals
grown in any of the fifty states or foreign countries. Diversity of standards for housing sows requires
each producer to implement separate record-keeping to track compliant animals through the growing
process to the processing plant, and finished products from the processing plant to third-party purchasers.
Such laws can also impose civil and criminal penalties for failing to comply. Animal production assets
have long expected useful lives. The enactment of more stringent standards can impair the value of
existing assets, increase the cost of production and distribution, lower the value of non-compliant
products and/or disrupt the market for pork which could result in a reduction in the sales prices of pork
products. Incrementally, strict growing standards could cause the creation of regional markets of
compliant products or require the industry to build compliant assets for each market. For example, the
state of California enacted the Farm Animal Confinement Initiative (“Proposition 12”) which became
fully effective January 1, 2022. Proposition 12 prohibits the sale within the state of certain uncooked
pork produced from breeding sows or their offspring unless certain conditions are met. However, the
ultimate impact of Proposition 12 is currently pending before the U.S. Supreme Court. A California
Superior Court has also issued a judgment declaring that Proposition 12 is not enforceable until
July 1, 2023. Similarly, Massachusetts Question 3 would prohibit the sale of certain pork products within
the state of Massachusetts, as well as the shipment of certain pork products through the state. This
initiative has also been challenged in court and enforcement of Massachusetts Question 3 is currently
stayed until 30 days after a decision is reached by the Supreme Court case challenging the
constitutionality of Proposition 12. The volume of such pork sold into California and Massachusetts
accounted for approximately 5% of Seaboard’s direct sales for the year ended December 31, 2022, in
addition to indirect sales through further processor customers.
In the Marine segment, many aspects of the shipping industry, including rate agreements and vessel cost
sharing agreements, are subject to extensive governmental regulation by the Federal Maritime
Commission, the U.S. Coast Guard, and U.S. Customs and Border Protection, as well as regulation by
private industry organizations. Compliance with applicable laws, regulations and standards may require
capital investments or operational changes. As an example, this segment may be adversely impacted by
changes in vessel fuel consumption efficiency requirements. Certain ships, based on their capacity and
other factors, may have to meet certain energy usage standards while sailing. The net effect could be
that ships, particularly small ones which are less efficient on a twenty-foot equivalent unit basis, might
need to reduce speed to consume less fuel. Failure to comply may result in administrative and civil
penalties, criminal sanctions, the suspension or termination of Seaboard’s operations or detention of its
vessels.
In the Sugar and Alcohol segment, Seaboard’s alcohol production facility is affected by Argentine
government regulations regarding production quotas, fuel blends and sales prices in the bioethanol
market.
Failure to comply with these laws and regulations and any future changes to them could result in significant
consequences to Seaboard, including civil and criminal penalties, liability for damages, negative publicity and
the inability to do business in certain locales. In addition, future changes in laws, regulations and standards may
result in additional costs or a reduction in revenues.
(3) Operations Are Subject to Stringent Environmental Regulation and Potentially Subject to Environmental
Litigation, Proceedings, and Investigations. Seaboard 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
12
otherwise relating to the protection of the environment. Compliance with these laws and regulations, as well as
any modifications, may be material to Seaboard’s business.
Specific Pork Segment Risks
(1) The Operating Profit of the Biodiesel and Renewable Diesel Production Facilities Could Be Adversely Impacted
by Various Factors. The profitability of this segment’s biodiesel and renewable diesel plants could be adversely
affected by various factors, including the market price of pork fat, other animal fats and vegetable oils, all of
which are utilized to produce biodiesel and renewable diesel, and the market price for biodiesel and renewable
diesel, which is influenced by inflation, world oil prices and government mandates and incentives to use biofuels.
Unfavorable changes in these prices over extended periods of time or adverse changes in government mandates
and incentives to use biofuels could adversely affect this segment’s results of operations and could result in the
potential impairment of the recorded value of the property, plant and equipment related to these facilities. In
August 2022, the President of the U.S. signed the Inflation Reduction Act into law which extended the federal
blender’s credits through 2024 and created a new clean fuel production credit. This new credit is based on the
greenhouse gas emissions factor of fuel produced and sold during 2025 through 2027. This credit may not be
renewed and could be less than the federal blender’s credit.
(2) Further Difficulties Could Be Experienced in the Start-up of the New Renewable Diesel Production Facility.
Commercial operations at this segment’s new renewable diesel production facility commenced in the third quarter
of 2022, but it is taking longer than planned to reach consistent operations at full capacity. Difficulties
encountered in the start-up of operations could have adverse effects on results of operations.
Specific Commodity Trading and Milling Segment Risks
(1) This Segment Uses Derivative Products to Manage Certain Market Risks. This segment enters into various
commodity derivative and foreign exchange derivative transactions to create what management believes are
economic hedges for commodity trades it executes or intends to execute with its customers. Failure to execute or
improper execution of a derivative position, or a firmly committed sale or purchase contract, or a speculative
transaction that closes without the desired result or exposure to counter party risk could have an adverse impact
on the results of operations and liquidity.
(2) This Segment Faces Increasing Competition from Several Sources. This segment is experiencing increasing
competition in certain foreign markets by well-capitalized originators, traders of commodities making sales
directly to end-use customers, and industrial-asset owners that compete in the same markets as this segment. If
various competing raw material originators refuse to sell commodities to Seaboard for sale in these foreign
markets, it could be more challenging for this segment to purchase commodities for sale to its customers at
competitive prices. Also, competition with imported products or other local producers impact this segment’s
industrial operations. This segment’s sales volume and sale prices for commodities to customers, as well as results
of operations, could be adversely impacted by such increased competition.
Specific Marine Segment Risks
(1) This Segment’s Services Are Affected by International Trade and Fluctuating Freight Rates. This segment
provides cargo shipping services in the U.S. and in many different countries in the Caribbean and Central and
South America. In addition to the risks of overseas operations, fluctuations in economic conditions, inflation and
unstable or hostile local political situations in the countries in which this segment operates could affect trade
volumes and cargo freight rates, as well as adversely affect this segment’s results of operations.
(2) Chartered Ships Are Subject to Fluctuating Rates and Availability. Time-charter expenses are one of this
segment’s largest expenses. These costs, and availability of ships, can vary greatly due to a number of factors
including the worldwide supply and demand for shipping. It is not possible to determine in advance whether a
long-term charter contract will be favorable to this segment’s business. Accordingly, entering into either
long-term charter hire contracts during periods of decreasing charter hire costs or short-term charter hire contracts
during periods of increasing charter hire costs could have an adverse effect on this segment’s results of operations.
This segment purchases space, also known as slots, on certain third-party operated vessels, and these ship
providers may not be reliable and cause shipment delays or other challenges.
Specific Sugar and Alcohol Segment Risks
(1) This Segment Depends on the Condition of the Argentine Economy, Currency and Political Climate. This
segment operates a sugar mill, alcohol production and power generation facility in Argentina. Fluctuations in
economic conditions or changes in the Argentine political climate could have an impact on the costs of operations,
the sales prices of products, export opportunities and the exchange rate of the Argentine peso to the U.S. dollar.
13
Local sales prices for retail sugar and bioethanol are affected by government price controls, and domestic sugar
prices are affected by import duties imposed by the Argentine government, impacting local volume sold, as well
as imported and exported volumes to and from international markets. If import duties are changed, this could
have a negative impact on the sales prices of this segment’s products. In addition, the majority of this segment’s
sales are within Argentina, and any Argentine government attempts to control inflation through price controls on
products, including sugar and alcohol, could adversely impact the local sales prices of this segment’s products
and the results of operations for this segment.
(2) This Segment Is Subject to Weather, Climate Change, Crop Disease and Pest Risks. This segment may be
adversely affected by numerous factors over which it has little or no control, including adverse weather and
growing conditions, climate change risks, pest and disease problems. Of these risks, weather and adverse climate
change particularly could adversely affect the amount and quality of the sugarcane produced by this segment
and/or its competitors located in other regions of Argentina.
(3) Labor Relations Challenges Could Adversely Affect Operations. This segment is dependent on unionized labor
at its sugar mill in Argentina. The political and economic environment in Argentina can make labor relations very
challenging. Contributing to the situation are the historical policies of Argentina’s government and the failure of
the Argentine courts to enforce contractual obligations with unions and basic property rights. Interruptions in
production as a result of labor unrest could adversely affect operations, including the quantity of sugarcane
harvested, the amount of sugar, alcohol and power produced and could interfere with the distribution of products
stored at the facility.
Specific Power Segment Risks
(1) This Segment’s Services Are Affected by Competition from More Efficient Energy Producers. This segment sells
the power it generates primarily to government-owned distribution companies, and the government can decide
which power units will be able to operate. Typically, dispatch is done based on a merit list with lower-cost power
plants dispatched before those with higher costs. More efficient power producer competitors, such as from
renewable energy, including hydro, solar, and wind, or other nonrenewable energy sources like coal, are less
costly to operate and could cause the demand for this segment’s energy to decline and the spot market rates to
decline as well, which will adversely affect this segment’s results of operations.
(2) Supply of Natural Gas Is Limited in the Dominican Republic. Supply of natural gas in the Dominican Republic
is limited to one primary supplier. EDM III only operates on natural gas, but EDM II can run on other types of
fuel. Supply disruptions of natural gas could have an adverse impact on this segment’s operating income.
(3) This Segment Depends on the Condition of the Dominican Republic Economy, Currency and Political Climate.
Fluctuations in economic conditions or changes in the Dominican Republic political climate could have an impact
on the costs of operations, the sales prices of products and the exchange rate of the Dominican peso to the
U.S. dollar. In addition to significant currency fluctuations and the other risks of overseas operations, this segment
could experience difficulty in obtaining timely collections of trade receivables from the government-owned
distribution companies or other companies that must also collect from the government in order to make payments
on their accounts. Currently, the Dominican Republic does not allow a free market to enable prices to rise with
demand as the supply is restricted due to insufficient cash flow from electric distributors and the subsidy the
government provides, which could limit this segment’s profitability.
(4) This Segment May Be Unable to Renew Certain Permits. This segment’s barges are subject to various permitting
requirements imposed by the Dominican government. A major risk inherent in this segment’s operations is the
need to renew permits, and any delay or failure to obtain a renewal permit could have a significant impact on this
segment’s operations.
Specific Turkey Segment Risks
(1) Adverse Operating Results or Inability to Renew Financing Could Result in Need for Raising Additional Capital.
Butterball has third-party bank loan facilities that are secured by substantially all of the assets of Butterball.
Adverse operating results or economic conditions could cause Butterball to default on such loan facilities or cause
lenders to not renew or extend existing financing, which could result in a significant adverse impact on
Butterball’s financial position. As a result, Seaboard or other investors may need to make additional capital
investment or provide financing to Butterball, which could adversely impact Butterball’s results of operations,
liquidity position or negatively impact the value, or cause dilution, of Seaboard’s investment in Butterball.
(2) Decreased Perception of Value in the Butterball Brand and Changes in Consumer Preferences Could Adversely
Affect Sales Quantity and Price of Butterball Products. Butterball is a premium brand name, built on a long
history of offering quality products that has been differentiated in the market. The value of the Butterball brand
14
allows for sales of a higher unit price for certain products compared to other turkey providers. In order to maintain
this advantage, Butterball must continue to support the brand with successful marketing efforts and develop new
products. Consumer product preferences continue to evolve as a result of, among other things, shifting consumer
demographics; inflationary and recessionary risks; changes in consumer lifestyles; digital shopping patterns; and
competitive product and pricing pressures. If Butterball’s products fail to meet consumer preferences, or
Butterball fails to introduce new products or product extensions on a timely basis, the brand value could diminish
significantly. In addition, negative news reports for any reason related to Butterball specifically or the
turkey/poultry industry generally could negatively impact this brand perception, Butterball’s results of operations
and the value of Seaboard’s investment in Butterball.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Management believes that Seaboard’s present facilities are adequate and suitable for its current purposes. Seaboard’s
principal properties by segment are described below:
(1) Pork - Seaboard’s Pork segment owns a pork processing plant in Oklahoma. It has a double-shift capacity to process
approximately six million hogs annually and generally operates at capacity with additional weekend shifts depending on
market conditions. Seaboard’s hog production operations can breed and raise approximately eight million hogs annually
at facilities it primarily owns or at facilities owned and operated by third parties with whom it has grower contracts. This
segment owns and operates eight centrally located feed mills, which have a combined capacity to produce approximately
three million tons of formulated feed annually. These feed mills are used primarily to support existing hog production and
have the capability of supporting additional hog production in the future. These facilities are located in Iowa, Oklahoma,
Texas, Kansas and Colorado. The Pork segment owns biodiesel plants in Oklahoma and Missouri, with the capacity to
produce 46 million gallons and 30 million gallons, respectively, of biodiesel annually, and a renewable diesel plant in
Kansas with capacity to produce 85 million gallons of renewable diesel annually. The renewable diesel plant began
operations in the third quarter of 2022 and it is expected operations will reach capacity later in 2023. The Pork segment
uses a terminal facility in California with a maximum throughput capacity to store and distribute approximately 300 million
gallons of fuel per year.
(2) Commodity Trading and Milling - Seaboard’s CT&M segment operates milling facilities at 13 locations in 9 countries
and has 11 trading offices in 10 countries. The milling facilities located in Ecuador, Ghana, Guyana, Mozambique, Peru,
Republic of Congo, and Zambia own the land and plants. There are additional milling facilities located in Ivory Coast,
Republic of Congo, Senegal and Zambia where the land is leased under long-term agreements. These facilities produce
approximately two million metric tons of wheat flour, maize meal, manufactured feed and oilseed crush commodities per
year in addition to other related grain-based products. Certain foreign milling operations may operate at less than full
capacity due to low demand, poor consumer purchasing power, excess milling capacity in their competitive environment
or imported flour. Seaboard’s CT&M segment owns three 18,900 metric ton deadweight dry bulk vessels and charters
between 26 to 55 bulk vessels with deadweights of up to 176,000 metric tons under short-term agreements.
(3) Marine - Seaboard’s Marine segment leases approximately 297,000 square feet of off-port warehouse space and
87 acres of port terminal land and facilities in Miami, Florida, which are used in its containerized cargo operations.
Seaboard’s Marine segment also leases an approximate 77-acre cargo handling and marine terminal facility in Houston,
Texas, which includes several warehouses totaling approximately 648,000 square feet for cargo storage. The Marine
segment owns six ocean cargo vessels with deadweights of up to approximately 34,000 metric tons. Seaboard’s Marine
segment has six new vessels under construction, with three vessels expected to be completed in 2024 and the other three
vessels in 2025. Also, this segment charters 17 vessels under contracts with a remaining average term of 15 months with
deadweights of up to approximately 34,700 metric tons. Seaboard’s Marine segment owns or leases dry, refrigerated and
specialized containers and other related equipment.
(4) Sugar and Alcohol - Seaboard’s Sugar and Alcohol segment owns nearly 70,000 acres of cultivated land to grow
sugarcane and a sugar mill with an annual capacity to crush approximately three million metric tons of sugar cane. The
facility, including an alcohol distillery, has an annual production capacity of approximately 250,000 metric tons of sugar
if maximizing sugar production, and approximately 33 million gallons of alcohol if maximizing alcohol production.
Depending on the market conditions, this segment can produce more sugar and less alcohol, or vice versa. This capacity
is sufficient to process all of the cane harvested by this segment and additional quantities purchased from third-party
15
farmers in the region. The sugarcane fields, processing mill, distillery and 51-megawatt cogeneration power plant are
located in northern Argentina in the Salta Province. This area experiences seasonal rainfalls that may limit the harvest
season, which then affects the duration of mill operations and quantities of sugar, alcohol and power produced.
(5) Power - Seaboard’s Power segment owns two power-generating barges that are secured on the Ozama River in
Santo Domingo, Dominican Republic. EDM II and EDM III can generate approximately 108 megawatts and
148 megawatts, respectively, of electricity.
(6) Turkey - Seaboard’s Turkey segment has a total of three processing plants, three further processing plants and
numerous company and third-party live production facilities and feed milling operations, located in North Carolina,
Arkansas, Missouri and Kansas. These facilities produce approximately one billion pounds of turkey each year. Although
capacity to meet core further processing demand is sufficient, Butterball uses third-party copacker arrangements to
supplement portions of its portfolio where it either does not maintain competencies, or to meet demand beyond its internal
production capacity.
Item 3. Legal Proceedings
The information required by this item is included in Note 8 to the consolidated financial statements.
Item 4. Mine Safety Disclosures
Not applicable.
16
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Seaboard’s common stock is traded on the NYSE American under the symbol SEB. Seaboard had 3,347 stockholders of
record of its common stock as of January 31, 2023.
Stock Performance Graph
The SEC requires a five-year comparison of Seaboard’s stock performance with that of an appropriate broad equity market
index and similar industry index. Since there is no single industry index to compare stock performance, the companies
comprising the Dow Jones U.S. Food Products and Dow Jones U.S. Marine Transportation Industry indices (the “Peer
Group”) were chosen as the second comparison.
The following line graph shows a five-year comparison of cumulative total return for Seaboard Corporation, the NYSE
American Index and the companies comprising the Peer Group, weighted by market capitalization for the five fiscal years
commencing December 31, 2017 and ending December 31, 2022.
The comparison of cumulative total returns presented in the above graph was plotted using the following index values
and common stock price values:
Seaboard Corporation
NYSE American
Peer Group
12/31/17 12/31/18 12/31/19 12/31/20 12/31/21 12/31/22
$ 100.00 $ 80.35 $ 96.75 $ 69.19 $ 90.04 $ 86.59
$ 100.00 $ 82.80 $ 91.24 $ 86.80 $ 111.40 $ 107.09
$ 100.00 $ 82.87 $ 104.56 $ 108.18 $ 124.97 $ 138.78
In each of the four quarters of 2022, 2021 and 2020, Seaboard declared and paid quarterly dividends of $2.25 per share of
common stock. Seaboard’s Board of Directors intends that Seaboard will continue to pay quarterly dividends for the
reasonably foreseeable future, with such future dividends and the amount of any such dividends being subject to the
determination, declaration and discretion of Seaboard’s Board of Directors and dependent upon factors such as Seaboard’s
financial condition, results of operations, and current and anticipated cash needs, including capital requirements. As
17
discussed in Note 7 to the consolidated financial statements, Seaboard’s ability to declare and pay dividends is subject to
limitations imposed by debt agreements.
Seaboard has not established any equity compensation plans or individual agreements for its employees under which
Seaboard common stock or options, rights or warrants with respect to Seaboard common stock, may be granted.
Item 6. Reserved
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management Discussion and Analysis is provided as a supplement to, and should be read in conjunction with,
Seaboard’s consolidated financial statements and the accompanying notes in Item 8. Certain statements in this report
contain forward-looking statements. See the introduction in Item 1 for more information on these forward-looking
statements, including a discussion of the most significant factors that could cause actual results to differ materially from
those in the forward-looking statements.
OVERVIEW
Sales and costs of Seaboard’s segments are significantly influenced by worldwide fluctuations in commodity prices and
changes in foreign political and economic conditions. Accordingly, sales, operating income and cash flows can fluctuate
significantly from year to year. As each segment operates in a distinct industry and a different geographic location,
management evaluates their operations separately. Seaboard’s reporting segments are based on information used by
Seaboard’s CEO to determine allocation of resources and assess performance, in his capacity as chief operating decision
maker.
Pork Segment
The Pork segment primarily produces hogs to process and sells pork products throughout the U.S. and to foreign markets.
Sales prices are directly affected by both domestic and worldwide supply and demand for pork products and other proteins.
Feed accounts for the largest input cost in raising hogs and is materially affected by price changes for corn and soybean
meal. Market prices for hogs purchased from third parties for processing at the plant also represent a major cost factor.
This segment’s profitability is susceptible to commodity price fluctuations and its operating income and cash flows can
materially fluctuate from year to year, significantly affecting Seaboard’s consolidated operating income and cash flows.
This segment is Seaboard’s most capital-intensive segment, representing approximately 61% of Seaboard’s total fixed
assets and approximately 50% of total inventories as of December 31, 2022. With the plant generally operating near
capacity, Seaboard is continually looking for ways to enhance the plant’s operational efficiency, while also looking to
increase margins by introducing new, higher margin value-added products. This segment also produces biodiesel and
renewable diesel and related credits for sale to third parties. Sales prices are affected by the supply and demand of diesel
and environmental credit initiatives.
CT&M Segment
The CT&M segment provides integrated agricultural commodity trading, processing and logistics services. The majority
of its sales are derived from sourcing agricultural commodities from multiple origins which are delivered to third-party
and affiliate customers in various international locations. This segment’s sales are also significantly affected by fluctuating
prices of various commodities, such as wheat, corn and soybean meal. Exports from various countries can exacerbate
volatile market conditions that may have a significant impact on this segment’s sales and operating income. Profit margins
are sometimes protected through commodity derivatives and other risk management practices. The execution of these
purchase and delivery transactions have long cycles of completion, which may extend for several months with a high
degree of price volatility. As a result, these factors can significantly affect sales volumes, operating income, working
capital and related cash flows from period to period. This segment represents approximately 44% of Seaboard’s total
inventories as of December 31, 2022. Consolidated subsidiaries and non-consolidated affiliates operate the grain
processing facilities in foreign countries that are, in most cases, lesser developed and can be significantly impacted by
changes in local crop production, political instability and local government policies, as well as fluctuations in economic
and industry conditions and foreign currency exchange rates. This segment has invested in several entities in recent years
and continues to seek opportunities to expand its business.
Marine Segment
The Marine segment provides cargo shipping services in the U.S., the Caribbean and Central and South America.
Fluctuations in economic conditions and political instability in the regions or countries in which this segment operates
may affect trade volumes and operating profits. In addition, freight rates can fluctuate depending on regional supply and
demand for shipping services. Since this segment time-charters ocean cargo vessels, it is affected by fluctuations in charter
18
hire rates as well as fuel costs. This segment continues to explore ways to increase volumes on existing routes while
seeking opportunities to broaden its route structure in the regions it serves.
Sugar and Alcohol Segment
The Sugar and Alcohol segment produces and processes sugar and alcohol in Argentina, primarily to be marketed locally.
This segment’s sales and operating income are significantly affected by local sugar and alcohol prices, and domestic sugar
production levels and government regulations affect these local prices. The currency exchange rate can have an impact on
reported U.S. dollar sales, operating income and cash flows.
Power Segment
The Power segment is an independent power producer in the Dominican Republic. Spot market rates are impacted by fuel
prices and the various producers supplying power to the grid. While fuel is this segment’s largest cost component and is
subject to price fluctuations, higher fuel costs generally have been passed on to customers.
Turkey Segment
The Turkey segment, accounted for using the equity method, produces turkeys to process and sells turkey products. Sales
prices are directly affected by both domestic and worldwide supply and demand for turkey products and other proteins.
Feed accounts for the largest input cost in raising turkeys and is materially affected by price changes for corn and soybean
meal. As a result, commodity price fluctuations can significantly affect profitability and cash flows.
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 in both the short-term and long-term.
Summary of Sources and Uses of Cash
Seaboard’s principal funding source is cash from operating activities and its principal cash requirements primarily include
operating expenses and capital expenditures. As of December 31, 2022, Seaboard had cash and short-term investments of
nearly $1.3 billion and additional total working capital of $1.2 billion. The following table presents a summary of
Seaboard’s available borrowing capacity under lines of credit.
Total amount
(Millions of dollars)
Short-term uncommitted and committed lines
Amounts drawn against lines
Available borrowing capacity as of December 31, 2022
available
$
1,125
(457)
668
$
As of December 31, 2022, $183 million of the $1.3 billion of cash and short-term investments were held by Seaboard’s
foreign subsidiaries. Historically, Seaboard has considered substantially all foreign profits as being permanently invested
in its foreign operations, including all cash and short-term investments held by foreign subsidiaries. During the fourth
quarter of 2022, Seaboard reversed its indefinite reinvestment assertion in connection with certain previously-taxed
undistributed earnings of its Seaboard Marine subsidiary due to the tax effectiveness of repatriating. As a result, Seaboard
recorded a deferred tax liability of $13 million for federal and state incremental tax costs associated with the future
potential repatriation of Seaboard Marine’s previously-taxed foreign undistributed earnings. For all other foreign
subsidiaries, Seaboard intends to continue permanently reinvesting their funds outside the U.S. as they continue to
demonstrate no need to repatriate them to fund Seaboard’s U.S. operations for the foreseeable future. Seaboard has not
recorded deferred taxes for state or foreign withholding taxes that would result upon repatriation of these funds to the U.S.
Determination of the tax that might be paid on unremitted earnings if eventually remitted is not practical due to the
complexity of the multi-jurisdictional tax environment in which Seaboard operates.
Cash and short-term investments as of December 31, 2022 decreased $206 million from December 31, 2021. The decrease
was primarily the result of $474 million for capital expenditures, $117 million for purchases of long-term investments,
$58 million for the acquisition of a business, debt payments of $105 million, unrealized losses on short-term investments
of $150 million due to capital market volatility, partially offset by higher net cash from operations of $680 million. Cash
from operating activities increased $588 million, primarily due to higher cash earnings and less working capital
investment, primarily related to inventories due to trade timing.
19
Capital Expenditures, Acquisitions and Other Investing Activities
During 2022, Seaboard invested $474 million in property, plant and equipment, of which $315 million was in the Pork
segment and $136 million was in the Marine segment. The Pork segment expenditures were primarily to fund biogas
recovery projects, normal replacement of breeding herd and other investments. At certain hog farms, the Pork segment is
constructing biogas recovery facilities to capture methane from its hog lagoons and inject it as renewable natural gas into
the local pipeline infrastructure. The Marine segment expenditures primarily related to the purchase of two used vessels
and installment payments on vessels under construction.
The total budget for 2023 capital expenditures is approximately $750 million, with $475 million planned in the Pork
segment and $200 million in the Marine segment. The Pork segment’s budget primarily includes further investment in hog
production assets, completion of certain biogas recovery projects, normal replacement of breeding herd and other
investments. The Marine segment’s budget primarily includes continued installment payments on vessels under
construction. During the third quarter of 2022, Seaboard’s Marine segment executed contracts to build three additional
dual-fueled vessels that are estimated to cost $62 million each for a total cash outlay of approximately $186 million. The
contracts executed in 2021 for the three initial vessels were estimated to cost $60 million each for a total cash outlay of
approximately $180 million. The payments for all six vessels under construction are made in accordance with milestones
achieved throughout construction. The three initial vessels are expected to be complete in 2024 and the three additional
vessels are expected to be complete in 2025. As of December 31, 2022, long-term capital expenditure cash requirements
included approximately $150 million in 2024 and $100 million in 2025 for these vessels under construction. Management
anticipates paying for capital expenditures from a combination of available cash, the use of available short-term
investments and Seaboard’s available borrowing capacity.
Seaboard acquired businesses in 2022, 2021 and 2020, and intends to continue to look for opportunities to further grow
and diversify its operations, but there are no definitive plans for additional acquisitions at this time. Management intends
to utilize existing liquidity, available borrowing capacity and other financing alternatives to fund these opportunities. The
terms and availability of such financing may be impacted by economic and financial market conditions, as well as
Seaboard's financial condition and results of operations at the time Seaboard seeks such financing, and there can be no
assurances that Seaboard will be able to obtain such financing on terms that will be acceptable or advantageous. Seaboard
may also fund capital calls and issue borrowings for its equity method investments based on specific facts and
circumstances.
From time to time, proceeds from the sale of short-term investments may be used to fund capital expenditure purchases or
working capital needs. Included in the $2 billion of gross cash flows related to both the sale and purchase of short-term
investments in the consolidated statement of cash flows for the year ended December 31, 2021 was asset reallocation
intended to reduce equity exposure. Seaboard continues to make long-term investments, with $117 million, $98 million
and $47 million invested during the years ended December 31, 2022, 2021 and 2020, respectively. As of
December 31, 2022, Seaboard is committed to invest approximately $15 million in certain long-term investments in 2023,
primarily real-estate related.
Financing Activities
Seaboard believes it has adequate available borrowings to meet short-term and long-term operating needs. During 2022,
there was a high volume of draws and repayments activity under lines of credit compared to prior years with the draws
used to fund working capital and greater investments in capital expenditures. Seaboard had long-term debt of $710 million
as of December 31, 2022, which includes a term loan due 2028 of $670 million. Current maturities on long-term debt were
$7 million as of December 31, 2022, with expected annual interest payments of approximately $41 million based on
interest rates as of year-end. During 2021, Seaboard repaid foreign subsidiary debt related to a 2018 acquisition of
$46 million upon its maturity. See Note 7 to the consolidated financial statements for further discussion of debt.
Future Contractual Obligations
Other than those obligations discussed above, future obligations mostly include normal operating expenses. For operating
and finance leases, Seaboard had a current undiscounted obligation of $236 million and a long-term undiscounted
obligation of $550 million as of December 31, 2022 per Note 5 to the consolidated financial statements. The majority of
Seaboard’s purchase commitments for materials or supplies are related to hog, grain, feedstock and fuel procurement
contracts with a current obligation of approximately $1.6 billion and a long-term obligation of approximately $1.1 billion
as of December 31, 2022, per Note 8 to the consolidated financial statements. Also, Seaboard is subject to obligations
under its existing defined benefit pension plans. As of December 31, 2022, the unfunded status of all plans was $94 million.
Anticipated employer payments related to the unfunded nonqualified executive plans in 2023 are $36 million. For
additional information about Seaboard’s pension plans, see Note 9 to the consolidated financial statements.
20
RESULTS OF OPERATIONS
Net sales for the years ended December 31, 2022, 2021 and 2020 were $11.2 billion, $9.2 billion and $7.1 billion,
respectively. The increase for 2022 compared to 2021 primarily reflected higher sales prices of commodities sold in the
CT&M segment, higher freight rates in the Marine segment, the commencement of operations of a second barge in the
Power segment, and higher biodiesel sales, partially offset by lower volumes of pork products and market hogs sold in the
Pork segment. The increase for 2021 compared to 2020 primarily reflected higher prices of commodities sold in the CT&M
segment, higher prices for pork products, market hogs and biodiesel sold in the Pork segment and higher cargo volumes
and rates in the Marine segment.
Operating income for the years ended December 31, 2022, 2021 and 2020 was $657 million, $458 million and
$245 million, respectively. The increase for 2022 compared to 2021 primarily reflected higher voyage revenue in the
Marine segment, higher margins on certain commodities in the CT&M segment and more power generation in the Power
segment, partially offset by lower margins on pork product, market hog and biodiesel sales in the Pork segment. The
increase for 2021 compared to 2020 primarily reflected higher voyage revenue in the Marine segment, increased margins
on pork product and market hog sales in the Pork segment, and higher commodity prices, partially offset by derivative
commodity contract losses and other operational costs in the CT&M segment.
Pork Segment
(Millions of dollars)
Net sales
Operating income (loss)
Income (loss) from affiliates
2022
$ 2,605 $
(96) $
$
24 $
$
2021
2,481 $
227 $
3 $
2020
1,941
131
(9)
Net sales for the Pork segment increased $124 million for the year ended December 31, 2022 compared to 2021. The
increase was primarily the result of higher biodiesel prices and increased sales of biofuel credits, and to a lesser extent,
higher volumes of biodiesel sold and higher prices of pork products sold, largely offset by a decrease in volumes of pork
products sold and lower volumes and prices of market hogs sold.
Operating income for the Pork segment decreased $323 million for the year ended December 31, 2022 compared to 2021.
The decrease was primarily due to lower margins on pork product and market hog sales due to higher costs of hogs,
including inventory adjustments, and higher feed and plant processing costs, biodiesel-related mark-to-market derivative
contract losses, higher feedstock costs for biofuel operations and higher start-up costs for renewable diesel operations.
During 2022, the Pork segment recorded lower of cost or market inventory valuation adjustments associated with a
combination of factors, including the decline in quoted market hog prices and higher grain costs during the period. The
renewable diesel plant in Hugoton, Kansas, began operations during the third quarter of 2022. Management is unable to
predict market prices for pork products or biodiesel or the costs of feed or third-party hogs for future periods. Based on
current conditions, management anticipates this segment will not be profitable in 2023.
Income from affiliates increased $21 million for the year ended December 31, 2022 compared to 2021 primarily due to
improved operations at STF.
Net sales for the Pork segment increased $540 million for the year ended December 31, 2021 compared to 2020. The
increase was primarily the result of higher prices of pork products sold, and to a lesser extent, higher prices and volumes
of market hogs and higher biodiesel prices, partially offset by lower volumes of pork products sold.
Operating income for the Pork segment increased $96 million for the year ended December 31, 2021 compared to 2020.
The increase was primarily due to higher margins on pork product sales and market hogs due to higher sales prices, partially
offset by higher hog costs related to feed and higher selling, general and administrative expenses.
Income from affiliates increased $12 million for the year ended December 31, 2021 compared to 2020 due to improved
results at both STF and Daily’s primarily related to the commodity markets and return of sales volumes post COVID-19
disruptions.
21
CT&M Segment
(Millions of dollars)
Net sales
Operating income as reported
Marked-to-market adjustments
Operating income excluding marked-to-market adjustments
Income (loss) from affiliates
2022
2021
2020
$ 6,290 $ 5,154 $ 3,994
118
$
(15)
103
(2)
151 $
(7)
144 $
21 $
61 $
7
68 $
18 $
$
$
Net sales for the CT&M segment increased $1.1 billion for the year ended December 31, 2022 compared to 2021. The
increase primarily reflected higher sales prices of commodities, 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 the CT&M segment increased $90 million for the year ended December 31, 2022 compared to 2021.
The increase primarily reflected higher margins on certain commodities, costs associated with operational changes
recorded in 2021 not repeated in the current year, and derivative contract gains of $7 million related to the change in mark-
to-market adjustments compared to losses of $7 million in 2021. Due to worldwide commodity price fluctuations, the
uncertain political and economic conditions in the countries in which this segment operates and the volatility in the
commodity markets, management is unable to predict sales and operating results for this segment for future periods.
However, management anticipates positive operating income for this segment in 2023, 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 lower by $7 million and $15 million in 2022 and 2020, respectively, and higher by $7 million in 2021.
While management believes its commodity futures, options and foreign exchange contracts are primarily economic hedges
of its firm purchase and sales contracts or 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 fair 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 marked-to-market adjustments should be
primarily offset by realized margins or losses as revenue is recognized over time and therefore, these marked-to-market
adjustments could reverse in fiscal 2023. Management believes eliminating these marked-to-market adjustments provides
a more reasonable presentation to compare and evaluate period-to-period financial results for this segment.
Net sales for the CT&M segment increased $1.2 billion for the year ended December 31, 2021 compared to 2020. The
increase primarily reflected higher sales prices of most commodities, 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 the CT&M segment decreased $57 million for the year ended December 31, 2021 compared to 2020.
The decrease primarily reflected derivative contract losses of $22 million related to the change in mark-to-market
adjustments, $18 million of goodwill and property, plant and equipment impairment charges related to plans to dispose of
immaterial businesses, and higher selling, general and administrative expenses.
Income from affiliates increased $20 million for year ended December 31, 2021 compared to 2020 primarily due to
improved results from several of this segment’s affiliates related to a return of sales volumes post COVID-19 disruptions.
Marine Segment
(Millions of dollars)
Net sales
Operating income
2022
2021
2020
$ 2,043 $ 1,396 $ 1,005
21
$
591 $
197 $
Net sales for the Marine segment increased $647 million for the year ended December 31, 2022 compared to 2021. The
increase was primarily the result of higher freight rates, partially offset by lower cargo volumes.
Operating income for the Marine segment increased $394 million for the year ended December 31, 2022 compared to
2021. The increase was primarily the result of higher voyage revenue, partially offset by higher voyage-related costs,
including charter-hire costs, fuel costs and other operational costs primarily due to increased prices. Management cannot
predict changes in fuel costs or other voyage costs, cargo volumes or freight rates for future periods; however, management
anticipates this segment will be profitable in 2023.
22
Net sales for the Marine segment increased $391 million for the year ended December 31, 2021 compared to 2020. The
increase was primarily the result of an increase in average freight rates due to strong demand and the global shortage of
vessels, and higher cargo volumes. In 2020, cargo volumes were lower due to many of Seaboard Marine’s customers
temporarily shutting down due to government orders associated with the COVID-19 pandemic and the recovery of
operations taking time.
Operating income for the Marine segment increased $176 million for the year ended December 31, 2021 compared to
2020. The increase was primarily the result of higher voyage revenue, partially offset by higher fuel costs due to the
increase in both price and consumption, higher charter-hire costs due to increased rates, and higher terminal and intermodal
trucking costs related to the increase in cargo volumes.
Sugar and Alcohol Segment
(Millions of dollars)
Net sales
Operating income
2022
2021
2020
$
$
129 $
11 $
123 $
2 $
106
2
Net sales for the Sugar and Alcohol segment increased $6 million for the year ended December 31, 2022 compared to
2021. The increase primarily reflected higher prices of sugar and alcohol sold, partially offset by lower volumes of alcohol,
sugar and energy sold as a result of low inventory levels from recent harvests. 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 $9 million for the year ended December 31, 2022
compared to 2021. The increase primarily reflected higher margins on sugar and alcohol sales, partially offset by lower
volumes sold. Management cannot predict local sugar and alcohol prices or the volatility in the currency exchange rate for
future periods. Based on these conditions, management cannot predict if this segment will be profitable in 2023.
Net sales for the Sugar and Alcohol segment increased $17 million for the year ended December 31, 2021 compared to
2020. The increase primarily reflected higher prices and volumes of alcohol sold related to strong demand post the
COVID-19 pandemic lockdown, partially offset by lower sugar sales.
Operating income for the Sugar and Alcohol segment remained the same for the year ended December 31, 2021 compared
to 2020. Higher margins on alcohol sales were primarily offset by lower sugar sales and higher sugar production costs.
Power Segment
(Millions of dollars)
Net sales
Operating income (loss)
2022 2021
2020
$ 158 $
14 $
$
60 $
(9) $
64
3
Net sales for the Power segment increased $98 million for the year ended December 31, 2022 compared to 2021. The
increase primarily reflected more power generation with EDM III also in operation, and to a lesser extent, higher spot
market rates as a result of higher fuel prices. During the second quarter of 2022, EDM III was placed in service with
capacity to generate 148 megawatts of electricity.
Operating income for the Power segment increased $23 million for the year ended December 31, 2022 compared to 2021,
primarily due to higher revenues, partially offset by higher fuel and other operational costs. Management cannot predict
fuel costs or the extent that spot market rates will fluctuate compared to fuel costs or other power producers for future
periods; however, management anticipates this segment will be profitable in 2023. While EDM II remains in operation in
the Dominican Republic, Seaboard continues to explore strategic alternatives for this barge, including a sale or relocation.
Net sales for the Power segment decreased $4 million for the year ended December 31, 2021 compared to 2020. The
decrease primarily reflected lower production related to the installation of EDM III, temporary fuel constraints and more
power generation from lower variable-cost producers, offset by an increase in spot market rates as a result of higher fuel
prices. Typically, lower cost power plants are dispatched before those with higher costs.
Operating income for the Power segment decreased $12 million for the year ended December 31, 2021 compared to 2020
primarily due to lower revenues and higher operational costs related to increased fuel, maintenance and labor costs
associated with the installation of EDM III.
23
Turkey Segment
(Millions of dollars)
Income (loss) from affiliate
2022
2021 2020
$
103 $ (20) $
(10)
The Turkey segment, accounted for using the equity method, represents Seaboard’s investment in Butterball. The increase
in income from affiliate for 2022 compared to 2021 was primarily the result of higher selling prices, partially offset by
lower volumes of turkey products sold and higher feed and plant production costs. The decrease in income from affiliate
for 2021 compared to 2020 was primarily the result of lower sales volumes and higher live and plant production costs due
to increased feed and labor prices, partially offset by higher sales due to increased prices. Management is unable to predict
market prices for turkey products or the cost of feed for future periods; however, management anticipates this segment
will be profitable in 2023.
Selling, General and Administrative Expenses
Selling, general and administrative (“SG&A”) expenses for the year ended December 31, 2022 increased $13 million
compared to 2021. The increase was primarily the result of higher consulting, travel and other office expenses, partially
offset by lower costs associated with Seaboard’s deferred compensation program. Higher personnel costs related to wages
and other benefits were offset with lower pension settlements. SG&A expenses for the year ended December 31, 2021
increased $31 million compared to 2020. The increase was primarily the result of higher personnel costs including annual
raises and bonuses associated with improved financial performance, more consulting fees associated with legal and other
advisory matters, an increase in travel costs as vaccinations became available and bad debt expense. The deferred
compensation program costs are offset by the effect of the mark-to-market on investments recoded in other investment
income (loss), net.
Interest Expense
Interest expense totaled $40 million, $13 million and $19 million for the years ended December 31, 2022, 2021 and 2020,
respectively. The increase in interest expense for 2022 compared to 2021 primarily related to higher interest rates on
outstanding debt and mark-to-market gains on interest rate swap agreements in the prior year. The decrease in interest
expense for 2021 compared to 2020 primarily related to mark-to-market fluctuations on interest rate swap agreements and
lower interest rates on outstanding debt, partially offset by less capitalized interest related to capital expenditure
investments. During the third quarter of 2021, Seaboard terminated all of its interest rate swap agreements.
Interest Income
Interest income totaled $32 million, $22 million and $22 million for the years ended December 31, 2022, 2021 and 2020,
respectively. Interest income primarily includes interest earned on debt securities.
Other Investment Income (Loss), Net
Other investment income (loss), net totaled ($239) million, $133 million and $84 million for the years ended
December 31, 2022, 2021 and 2020, respectively. The decrease in other investment income for 2022 compared to 2021
primarily reflected mark-to-market losses on short-term investments and a $46 million charge recorded during 2022 related
to a long-term solar energy investment discussed further in Note 12 to the consolidated financial statements. The charge
on this long-term investment is offset with the benefit of the investment tax credits recorded in income tax benefit
(expense). The increase in other investment income for 2021 compared to 2020 primarily reflected realized gains on
short-term investments, partially offset by mark-to-market losses.
Foreign Currency Gains (Losses), Net
Foreign currency gains (losses), net totaled $5 million, $16 million and ($31) million for the years ended
December 31, 2022, 2021 and 2020, respectively. The decrease in foreign currency gains for 2022 compared to 2021
primarily reflected fluctuations in the euro, among fluctuations of other currency exchange rates in several foreign
countries. The increase in foreign currency gains for 2021 compared to 2020 primarily reflected gains in the euro, Zambian
kwacha and South African rand, among fluctuations of other currency exchange rates in several foreign countries.
Income Tax Expense
The 2022 effective tax rate was lower than the 2021 effective tax rate primarily due to an increase in federal investment
tax credits available in 2022 and a change in mix of foreign and domestic earnings, with foreign earnings generally taxed
at lower rates. The 2021 effective tax rate was higher than the 2020 effective tax rate primarily due to increased earnings
which decreased the proportional effect of tax credits available to offset the associated income tax. See Note 12 to the
consolidated financial statements for further information on Seaboard’s income taxes.
24
CRITICAL ACCOUNTING ESTIMATES
The preparation of Seaboard’s consolidated financial statements requires Seaboard to make estimates, judgments, and
assumptions. See Note 1 to the consolidated financial statements for a discussion of significant accounting policies.
Management has identified the accounting estimates believed to be the most important to the portrayal of Seaboard’s
financial condition and results of operations, and those that require management’s most difficult, subjective or complex
judgments, often as a result of the need to make estimates about the effect of inherently uncertain matters. Management
has reviewed these critical accounting estimates with the Audit Committee of the Board of Directors.
Accrued Pension Liability – The measurement of Seaboard’s pension liability and related expense is dependent on a variety
of assumptions and estimates regarding future events. These assumptions include discount rates, assumed rate of return on
plan assets, compensation increases, mortality rates and retirement rates. The discount rate and return on plan assets are
important elements of liability and expense measurement and are reviewed on an annual basis. The effect of decreasing
both the discount rate and assumed rate of return on plan assets by 50 basis points would be an increase in pension expense
of approximately $1 million per year. The effects of actual results differing from the assumptions (i.e. gains or losses) are
primarily accumulated in accrued pension liability and amortized over future periods if it exceeds the 10% corridor and,
therefore, could affect Seaboard’s recognized pension expense in such future periods, as permitted under GAAP. See
Note 9 to the consolidated financial statements for discussion of the pension rates and assumptions.
Income Taxes – Income taxes are determined by management based on current tax regulations in the various worldwide
taxing jurisdictions in which Seaboard conducts its business. In various situations, accruals have been made for estimates
of the tax effects for certain transactions, business structures, the estimated reversal of timing differences and future
projected profitability of Seaboard’s various business units based on management’s interpretation of existing facts,
circumstances and tax regulations. Should new evidence come to management’s attention that could alter previous
conclusions, if tax laws change or if taxing authorities disagree with the positions taken by Seaboard, the change in estimate
could result in a material adverse or favorable impact on the financial statements. An increase in the future U.S. federal
income tax rate of 5% would decrease tax expense on the reversal of timing differences by approximately $3 million as a
one-time adjustment, which would be fully reflected in the period of enactment.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Seaboard is exposed to various types of market risks in its day-to-day operations. Primary market risk exposures result
from changing commodity prices, foreign currency exchange rates, interest rates and equity prices. Occasionally
derivatives are used to manage these overall market risks; however, Seaboard does not perform the extensive record-
keeping required to account for derivative transactions as hedges. Since these derivatives are not accounted for as hedges,
fluctuations in the related prices could have a material impact on earnings in any given year. From time to time, Seaboard
also enters into speculative derivative transactions related to its market risks.
Commodity price changes affect the cost of necessary raw materials and other inventories, finished product sales and firm
sales commitments. Seaboard uses various grain, hog, oilseed and other commodity futures and options purchase contracts
to manage certain risks of increasing prices of raw materials and firm sales commitments or anticipated sales contracts.
Short sales contracts are used to offset the open purchase derivatives when the related commodity inventory is purchased
in advance of the derivative maturity, effectively offsetting the initial futures or option purchase contract.
The political and economic conditions of the countries in which Seaboard does business, along with fluctuations in the
value of the U.S. dollar, cause volatility in currency exchange rates, which exposes Seaboard to fluctuating foreign
currency gains and losses that cannot be predicted. Since changes in foreign currency exchange rates affect the cash paid
or received on foreign currency-denominated receivables and payables, Seaboard manages certain of these risks through
the use of foreign currency exchange agreements.
The following table presents the sensitivity of the fair value of Seaboard’s derivatives to a hypothetical 10% change in
market prices and foreign exchange rates as of December 31, 2022 and 2021. The fair value is calculated for each item by
valuing each net position at quoted market prices as of the applicable date.
(Millions of dollars)
Grains and oilseeds
Vegetable oils
Energy-related resources
Foreign currencies
December 31, 2022 December 31, 2021
4
9 $
$
1
1
4
—
18
22
25
Equity price risk is the risk that Seaboard may incur losses due to adverse changes in the market prices of the equity
securities it holds in its short-term investment portfolio. Market prices for equity securities are subject to fluctuation and
may result from perceived changes in the underlying economic characteristics of the investee, the relative price of
alternative investments and general market conditions. As of December 31, 2022 and 2021, the fair value of Seaboard’s
marketable equity securities was approximately $602 million and $665 million, respectively, and a hypothetical 10%
change in market prices would impact the income statement by $60 million and $67 million, respectively.
As changes in interest rates affect the cash required to service variable-rate debt, Seaboard may use interest rate exchange
agreements to manage risks of increasing interest rates. At December 31, 2022, Seaboard had variable-rate debt
outstanding of $670 million with an interest rate of 6.01%. A hypothetical 10% change in interest rates effective at
December 31, 2022, would have a minimal impact on interest expense. Long-term debt sensitive to changes in interest
rates as of December 31, 2021 totaled $678 million with an interest rate of 1.73%
26
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Seaboard Corporation:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Seaboard Corporation and subsidiaries (the Company)
as of December 31, 2022 and 2021, the related consolidated statements of comprehensive income, changes in equity, and
cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the
consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of
December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each
of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting
principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2022 based on criteria established in Internal Control – Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is
to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal
control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained
in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial
statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our
opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
27
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts
or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on
the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Sufficiency of audit evidence over net sales
As described in Note 13 to the consolidated financial statements, the Company earned $11.2 billion of net sales
in 2022. Net sales were primarily generated by the Company’s Pork, Commodity, Trading and Milling, Marine,
Sugar and Alcohol, and Power operations, which were dispersed over numerous countries. We identified the
evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. Evaluating the sufficiency
of audit evidence obtained required auditor judgment due to the geographical dispersion of net sales. Furthermore,
given the disaggregation of local management and language differences between locations, our audit team
consisted of auditors located in multiple countries around the world. The following are the primary procedures
we performed to address this critical audit matter. We evaluated the nature and amounts of the Company’s net
sales at its various locations and applied auditor judgement to determine the locations at which procedures were
to be performed. We evaluated the design and tested the operating effectiveness of certain internal controls related
to the Company’s net sales process, including controls related to the recognition of global net sales amounts. We
tested samples of individual net sales transactions by comparing the amounts recognized by the Company to
relevant underlying documentation such as purchase orders, contractual arrangements, and delivery documents,
as applicable. In addition, we evaluated the sufficiency of audit evidence obtained over net sales by assessing the
results of procedures performed, including the appropriateness of the nature and extent of audit effort.
We have served as the Company’s auditor since 1959.
Kansas City, Missouri
February 14, 2023
28
SEABOARD CORPORATION
Consolidated Statements of Comprehensive Income
(Millions of dollars except share and per share amounts)
Net sales:
Products (includes sales to affiliates of $1,463, $1,396 and $1,125)
Services revenues (includes sales to affiliates of $20, $20 and $21)
Other
Total net sales
Cost of sales and operating expenses:
Products
Services
Other
Total cost of sales and operating expenses
Gross income
Selling, general and administrative expenses
Operating income
Other income (expense):
Interest expense
Interest income
Income (loss) from affiliates
Other investment income (loss), net
Foreign currency gains (losses), net
Miscellaneous, net
Total other income, net
Earnings before income taxes
Income tax benefit (expense)
Net earnings
Less: Net earnings attributable to noncontrolling interests
Net earnings attributable to Seaboard
Earnings per common share
Average number of shares outstanding
Years ended December 31,
2021
2022
2020
$
8,979 $
2,100
164
11,243
7,714 $
1,445
70
9,229
8,707
1,369
137
10,213
1,030
373
657
7,223
1,124
64
8,411
818
360
458
(40)
32
152
(239)
5
12
(78)
579
3
582 $
(2)
580 $
(13)
22
7
133
16
13
178
636
(65)
571 $
(1)
570 $
$
$
5,993
1,058
75
7,126
5,580
915
57
6,552
574
329
245
(19)
22
(18)
84
(31)
3
41
286
(3)
283
—
283
499.66 $
$
1,160,779
490.36 $
1,160,779
244.21
1,161,526
Other comprehensive income (loss), net of income tax benefit (expense) of
$(8), $(8) and $3:
Foreign currency translation adjustment
Unrecognized pension cost
Other comprehensive income (loss), net of tax
Comprehensive income
Less: Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Seaboard
$
$
(33)
43
10 $
592
(2)
590 $
8
31
39 $
610
(1)
609 $
(7)
(23)
(30)
253
(1)
252
See accompanying notes to consolidated financial statements.
29
SEABOARD CORPORATION
Consolidated Balance Sheets
(Millions of dollars except share and per share amounts)
Assets
Current assets:
Cash and cash equivalents
Short-term investments
Receivables, net
Inventories
Other current assets
Total current assets
Property, plant and equipment, net
Operating lease right of use assets, net
Investments in and advances to affiliates
Goodwill
Other intangible assets, net
Other non-current assets
Total assets
Liabilities and Stockholders’ Equity
Current liabilities:
Lines of credit
Accounts payable
Accrued compensation and benefits
Deferred revenue
Operating lease liabilities
Accrued voyage costs
Other current liabilities
Total current liabilities
Long-term debt, less current maturities
Long-term operating lease liabilities
Accrued pension liability
Deferred income taxes
Other non-current liabilities
Total liabilities
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 2022 and in 2021
Accumulated other comprehensive loss
Retained earnings
Total Seaboard stockholders’ equity
Noncontrolling interests
Total equity
Total liabilities and equity
See accompanying notes to consolidated financial statements.
$
$
$
December 31,
2022
2021
199 $
1,086
923
1,670
139
4,017
2,246
445
753
154
31
256
7,902 $
457 $
429
158
70
156
61
198
1,529
702
318
71
—
268
2,888
75
1,416
762
1,663
131
4,047
1,892
496
651
163
45
209
7,503
516
404
143
108
171
60
150
1,552
708
360
131
99
219
3,069
1
(422)
5,417
4,996
18
5,014
7,902 $
1
(432)
4,847
4,416
18
4,434
7,503
$
30
SEABOARD CORPORATION
Consolidated Statements of Changes in Equity
Accumulated
Other
Common Comprehensive Retained Noncontrolling
Stock
$
(440) $ 4,030 $
Earnings
Interests
Loss
(Millions of dollars except per share amounts)
Balances, January 1, 2020
Adoption of new accounting standard (See Note 1)
Comprehensive income:
Net earnings
Other comprehensive income (loss), net of tax
Repurchase of common stock
Dividends on common stock, $9.00/share
Balances, December 31, 2020
Comprehensive income:
Net earnings
Other comprehensive income, net of tax
Acquisition of noncontrolling interests
Dividends on common stock, $9.00/share
Balances, December 31, 2021
Comprehensive income:
Net earnings
Other comprehensive income, net of tax
Distributions to noncontrolling interests
Dividends on common stock, $9.00/share
Balances, December 31, 2022
1 $
—
—
—
—
—
1
—
—
—
—
1
—
—
—
—
1 $
$
—
(3)
—
(31)
—
—
(471)
—
39
—
—
(432)
—
10
—
—
283
—
(13)
(10)
4,287
570
—
—
(10)
4,847
580
—
—
(10)
(422) $ 5,417 $
Total
10 $ 3,601
(3)
—
—
1
—
—
11
1
—
6
—
18
283
(30)
(13)
(10)
3,828
571
39
6
(10)
4,434
582
2
10
—
(2)
(2)
—
(10)
18 $ 5,014
See accompanying notes to consolidated financial statements.
31
SEABOARD CORPORATION
Consolidated Statements of Cash Flows
(Millions of dollars)
Cash flows from operating activities:
Years ended December 31,
2021
2020
2022
Net earnings
Adjustments to reconcile net earnings to cash from operating activities:
$
582 $
571 $
283
Depreciation and amortization
Deferred income taxes
Loss (income) from affiliates
Dividends received from affiliates
Other investment loss (income), net
Other, net
Changes in assets and liabilities, net of acquisitions and dispositions:
Receivables, net of allowance
Inventories
Other assets
Accounts payable
Other liabilities, exclusive of debt
Net cash from operating activities
Cash flows from investing activities:
Purchase of short-term investments
Proceeds from sale of short-term investments
Proceeds from maturity of short-term investments
Capital expenditures
Proceeds from sale of property, plant and equipment
Purchase of long-term investments
Proceeds from sale of non-consolidated affiliates
Acquisition of businesses
Proceeds from the sale of subsidiaries, net of cash sold
Notes receivable issued to affiliates
Principal payments received on third-party notes receivable
Other, net
Net cash from investing activities
Cash flows from financing activities:
Uncommitted lines of credit, net
Draws under committed lines of credit
Repayments of committed lines of credit
Proceeds from long-term debt
Principal payments of long-term debt
Finance lease payments
Repurchase of common stock
Dividends paid
Other, net
Net cash from financing activities
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
235
(112)
(152)
40
239
39
(188)
(20)
(7)
26
(6)
676
(567)
717
15
(474)
29
(117)
13
(58)
17
(13)
5
(4)
(437)
178
(12)
(7)
44
(133)
43
(228)
(462)
(20)
117
1
92
(2,031)
2,202
26
(460)
39
(98)
—
(7)
—
—
21
6
(302)
(27)
1,215
(1,241)
1
(8)
(44)
—
(10)
(2)
(116)
1
124
75
199 $
135
672
(515)
—
(55)
(14)
—
(10)
—
213
(4)
(1)
76
75 $
$
172
11
18
20
(84)
(22)
104
(99)
(10)
(99)
(3)
291
(739)
791
47
(259)
4
(47)
—
(27)
—
—
—
(32)
(262)
(18)
290
(290)
37
(69)
(7)
(13)
(10)
(2)
(82)
4
(49)
125
76
See accompanying notes to consolidated financial statements.
32
Note 1 − Summary of Significant Accounting Policies
Operations of Seaboard Corporation and its Subsidiaries
Seaboard Corporation and its subsidiaries (collectively, “Seaboard”) together comprise a diversified group of companies
that operate worldwide in agricultural and ocean transport businesses. Seaboard is primarily engaged in hog production
and pork processing in the United States (“U.S.”); commodity trading and grain processing in Africa and South America;
cargo shipping services in the U.S., Caribbean and Central and South America; sugar and alcohol production in Argentina;
and electric power generation in the Dominican Republic. Seaboard also has an equity method investment in
Butterball, LLC (“Butterball”), a producer and processor of turkey products. Seaboard’s outstanding common stock is
closely held, with approximately 77% collectively owned by Seaboard Flour LLC and SFC Preferred, LLC.
Principles of Consolidation
The consolidated financial statements include the accounts of Seaboard Corporation and its domestic and foreign
subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Financial
information from certain foreign subsidiaries is reported on a one- to three-month lag, depending on the specific entity.
Investments in Affiliates
Investments in non-consolidated affiliates, where Seaboard has significant influence but does not have a controlling
interest, are accounted for by the equity method. Under the equity method of accounting, the initial investment is recorded
at cost and the investment is subsequently adjusted for its proportionate share of earnings or losses and dividends, including
consideration of basis differences resulting from the difference between the initial carrying amount of the investment and
the underlying equity in net assets. Seaboard reviews its investments in affiliates for impairment whenever events or
changes in business circumstances indicate that the carrying amount of the investments may not be fully recoverable. For
the Commodity Trading and Milling (“CT&M”) segment, investments in affiliates are primarily in foreign countries, which
are less developed than the U.S., and therefore, expose Seaboard to greater financial risks. At certain times when there are
ongoing losses, local economies are depressed, commodity-based markets are less stable or foreign governments cause
challenging business conditions, the fair value of the equity method investments is evaluated by management. As the fair
value of these investments is not readily determinable, management uses other methods to determine fair value such as
estimated future cash flows, including assumptions on growth rates and consideration of other local business conditions
as applicable.
Use of Estimates
These financial statements have been prepared in accordance with U.S. generally accepted accounting principles
(“GAAP”) which requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Foreign Currency Transactions and Translation
Seaboard has operations in several foreign countries, and the currencies of the countries fluctuate in relation to the U.S.
dollar, resulting in foreign currency gains and losses. Certain CT&M segment subsidiaries located in Guyana, Ivory Coast,
Senegal, South Africa and Zambia use local currency as their functional currency. Assets and liabilities of these
subsidiaries are translated to U.S. dollars at year-end exchange rates, and income and expenses are translated at average
rates. Translation gains and losses are recorded as components of other comprehensive income (loss). Also, certain
non-consolidated affiliates, primarily in the CT&M segment use local currency as their functional currency.
Seaboard applies highly inflationary accounting for countries whose cumulative inflation rate for a three-year period meets
or exceeds 100%. Under highly inflationary accounting, the financial statements of a subsidiary are remeasured into
Seaboard’s reporting currency (U.S. dollars) and exchange gains and losses from the remeasurement of monetary assets
and liabilities are reflected in net income, rather than accumulated other comprehensive income (loss) on the balance sheet,
until the economy is no longer considered highly inflationary. Certain non-monetary assets and liabilities are recorded at
the applicable historical exchange rates. Seaboard applies highly inflationary accounting for the Sugar and Alcohol
segment, which operates in Argentina.
Cash and Cash Equivalents
Cash equivalents include all demand deposits, overnight investments and other highly liquid investments with original
maturities of three months or less.
33
Supplemental Cash Flow Information
The amounts paid for interest and income taxes are as follows:
(Millions of dollars)
Interest, net of interest capitalized
Income taxes, net of refunds
Years ended December 31,
2020
2021
2022
$
35 $
101
10 $
104
16
55
Non-cash activities related to capital expenditures of $15 million, $5 million and $7 million that were included in
accounts payable as of December 31, 2022, 2021 and 2020, respectively.
Short-term Investments
Short-term investments are categorized as trading securities and carried at fair value. Changes in the fair value of short-term
investments are recorded as unrealized gains and losses included in other investment income (loss), net in the consolidated
statements of comprehensive income, with any purchases and sales recorded on a settlement date basis.
Accounts Receivable
The following table presents the components of Seaboard’s receivables as of December 31, 2022 and 2021:
(Millions of dollars)
Receivables:
Trade
Due from affiliates
Other
Total receivables
Allowance for credit losses
Net receivables
December 31,
2022
2021
$
$
588 $
195
171
954
(31)
923 $
553
128
112
793
(31)
762
Accounts receivable are recorded at the invoiced amount and generally do not bear interest.
The allowance for credit losses is Seaboard’s best estimate of the amount of probable credit losses using the current
expected credit loss model. This model estimates the lifetime of expected credit loss based on historical experience, current
conditions and reasonable supportable forecasts. Changes in estimates, developing trends and other new information can
have a material effect on future evaluations. As of December 31, 2022 and 2021, Seaboard had gross foreign receivables
of approximately $659 million and $578 million, respectively, which generally represent more of a collection risk than the
domestic receivables, although as of December 31, 2022 no individual material amounts were deemed to have a heightened
risk of collectability. Account balances are charged off against the allowance after all means of collection have been
exhausted and the potential for recovery is considered remote.
The activity within the allowance for credit losses was as follows:
(Millions of dollars)
Allowance for Credit Losses:
Balance at
Balance at
beginning of year Adjustment(a) Provision(b) Net deductions(c) end of year
Transition
Year Ended December 31, 2022
Year Ended December 31, 2021
Year Ended December 31, 2020
$
$
$
31
28
28
—
—
3
7
5
—
(7) $
(2) $
(3) $
31
31
28
(a)
(b)
(c)
Adjustment made upon adoption of new guidance to retained earnings.
Provision amounts are charged to selling, general and administrative expenses.
Includes write-offs net of recoveries, foreign currency translation adjustments and other adjustments.
34
Notes Receivable
Notes receivable are included in other receivables, if current, and other non-current assets, if long-term. Seaboard’s
non-current notes receivable balances, net of reserves, were $40 million and $30 million as of December 31, 2022 and
2021, respectively. Seaboard monitors the credit quality of notes receivable, using the current expected credit loss model.
The activity within the allowance for non-current notes receivable was as follows:
(Millions of dollars)
Allowance for Notes Receivable:
Year Ended December 31, 2022
Year Ended December 31, 2021
Year Ended December 31, 2020
Balance at
Balance at
beginning of year Provision Net deductions end of year
$
$
$
18
17
17
—
1
—
(1) $
— $
— $
17
18
17
Inventories
Grain, flour and feed inventories at the CT&M segment’s foreign milling operations are valued at the lower of weighted
average cost and net realizable value (“NRV”). All other inventories are valued at the lower of first-in, first-out (“FIFO”)
cost and NRV. In determining NRV, management makes assumptions regarding estimated sales prices, estimated costs to
complete and estimated disposal costs. Changes in future market prices or facts and circumstances could result in a material
write down in the value of inventory or decreased future margins on the sale of inventory.
Property, Plant and Equipment
Property, plant and equipment are carried at cost and, except for land, depreciated using the straight-line method over an
estimated useful life, ranging from 3 to 30 years. Property, plant and equipment under finance leases are stated at the
present value of minimum lease payments and subsequently amortized using the straight-line method over the earlier of
the end of its useful life or the end of the lease term. Routine and planned major maintenance, repairs and minor renewals
are expensed as incurred, while major renewals and improvements are capitalized. Property, plant and equipment and other
long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount
may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of the
asset to future undiscounted net cash flows expected to be generated by the asset. Impairment is recognized if the carrying
amount of the assets exceeds the estimated fair value of the assets. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs to sell.
Right of Use Assets and Lease Liabilities
Right of Use (“ROU”) assets and lease liabilities are recognized at the lease commencement date based on the present
value of lease payments over the lease term. The present value of lease payments is determined primarily using the
incremental borrowing rate based on the information available at the lease commencement date. For leases that do not
have readily determinable implicit discount rates, Seaboard adjusts its incremental borrowing rate by the local risk-free
interest rate on its Term Loan due 2028 with a credit risk premium corresponding to Seaboard’s unreported credit rating.
Then Seaboard determines discount rates based on term, country and currency where the leased asset is located. Seaboard
accounts for lease and non-lease maintenance components as a single lease component for all classes of underlying assets.
Seaboard does not recognize ROU assets and lease liabilities for short-term leases with terms greater than 1 month, but
less than 12 months.
Goodwill and Other Intangible Assets
Goodwill is assessed annually for impairment by each reporting unit at the quarter-end closest to the anniversary date of
the initial acquisition, or more frequently if events or changes in circumstances indicate that impairment is likely. Seaboard
first assesses qualitative factors to determine whether it is more likely than not the fair value of any reporting unit is less
than its carrying amount. If qualitative factors indicate more likely than not that an impairment is possible, Seaboard
performs a quantitative impairment test using discounted cash flow analysis by comparing the fair value of a reporting unit
with its carrying amount. An impairment charge is recognized for the amount by which the carrying amount exceeds the
reporting unit’s fair value. No impairments were recorded during 2022 based on qualitative assessment and certain
immaterial reporting units recorded a total of $4 million of impairment charges during 2021.
35
The changes in the carrying amount of goodwill were as follows:
(Millions of dollars)
Balance as of December 31, 2020
Impairment
Balance as of December 31, 2021
Foreign currency translation
Acquisition
Balance as of December 31, 2022
Pork
CT&M
Segment Segment
$
$
Total
18
—
18
—
4
22
149 $
(4)
145
(13)
—
132 $
$
167
(4)
163
(13)
4
154
$
Separable intangible assets with finite lives are amortized over their estimated useful lives and evaluated for impairment
similar to property, plant and equipment discussed above. The gross carrying amount and accumulated amortization for
finite-lived intangible were as follows:
December 31, 2022
December 31, 2021
Customer Trade
relationships names Total
(Millions of dollars)
Gross carrying amount
$
Accumulated amortization and currency translation
Net carrying amount
51 $
(31)
20 $
28 $
(17)
11 $
$
79 $
(48)
31 $
Customer Trade
relationships names Total
79
(34)
45
51 $
(22)
29 $
28 $
(12)
16 $
Amortization of intangible assets was $8 million, $9 million and $8 million for the years ended December 31, 2022, 2021
and 2020, respectively. Using the exchange rates in effect at year-end, estimated amortization of intangible assets as of
December 31, 2022 is $8 million each year for the next three years and $7 million in year four.
Accrued Self-Insurance
Seaboard is self-insured for certain levels of workers’ compensation, health care coverage, property damage, vehicle,
product recall and general liability. Liabilities associated with some of these risks is estimated based on actuarially-
determined amounts and accrued in part by considering historical claims experience, demographic factors, severity factors
and other actuarial assumptions. Changes in estimates to previously recorded reserves are reflected in current operating
results.
Asset Retirement Obligation
Seaboard records a long-lived asset and a related liability for the asset retirement obligation costs associated with the
closure of all hog lagoons. Based on detailed assessments and appraisals obtained to estimate the future asset retirement
obligation costs, Seaboard recorded the present value of the projected costs in other non-current liabilities in the
consolidated balance sheets. The retirement asset is depreciated over the economic life of the related asset. The following
table shows the changes in the asset retirement obligation:
(Millions of dollars)
Beginning balance
Accretion expense
Liability for additional lagoons
Ending balance
Years ended December 31,
2022
2021
$
$
29
2
1
32
$
$
27
1
1
29
Pension Plans
Seaboard records annual income and expense amounts relating to its pension plans based on calculations which include
various actuarial assumptions, including discount rates, mortality, assumed rates of return, compensation increases, and
turnover rates. Seaboard reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions
based on current rates and trends when it is deemed appropriate to do so. The effect of modifications on the value of plan
obligations and assets is recognized immediately within other comprehensive income (loss) and amortized into operating
earnings over future periods. The measurement date for all plans is December 31st. Any overfunded status is recognized
as an asset and any underfunded status is recognized as a liability. The service cost component of net periodic benefit cost
is recorded in either cost of sales or selling, general and administrative expenses depending upon the employee, and the
other components of net periodic benefit cost are recorded in miscellaneous, net in the consolidated statements of
comprehensive income. Settlements are recognized when lump sum payments on a cumulative basis exceed the service
cost plus interest cost for the respective plan.
36
Revenue Recognition
Almost all of Seaboard’s contracts with its customers are less than one year. Seaboard recognizes revenue when control
of the promised goods or services is transferred to its customers, in an amount that reflects the consideration it expects to
receive in exchange for those goods or services. The majority of Seaboard’s revenue arrangements consist of a single
performance obligation as the promise to transfer the individual product or service is not separately identifiable from other
promises in the contracts, including shipping and handling and customary storage, and, therefore, not distinct. Revenue
from goods and services transferred to customers at a single point in time 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 the performance obligation to its customers is satisfied.
Seaboard’s transaction prices are mostly fixed, but occasionally include minimal variable consideration for early payment,
volume and other similar discounts, which are highly probable based on the history with the respective customers. Taxes
assessed by a governmental authority that are collected by Seaboard from a customer are excluded from sales. Seaboard
recognizes a financing component only on obligations that extend longer than one year.
Deferred revenue represents cash payments received in advance of Seaboard’s performance or revenue billed that is
unearned. The CT&M segment requires certain customers to pay in advance or upon delivery to avoid collection risk. The
Marine segment’s deferred revenue balance primarily relates to the unearned portion of billed revenue when a ship is on
the water and has not arrived at the designated port. Deferred revenue balances are reduced when revenue is recognized.
The majority of the deferred revenue balance as of year-end is recognized as revenue during the following quarter.
Research and Development
Seaboard conducts research and development activities to develop new products and to improve existing products and
processes. Seaboard incurred research and development expenses of $210 million, $191 million and $134 million for the
years ended December 31, 2022, 2021 and 2020, respectively.
Income Taxes
Effects of changes in tax laws, including retroactive changes, are recognized in the financial statements in the period that
the changes are enacted. Deferred income taxes are recognized for the tax consequences of temporary differences by
applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying
amounts and the tax bases of existing assets and liabilities. Seaboard accounts for the global intangible low-taxed income
(“GILTI”) provision and the base-erosion and anti-abuse tax (“BEAT”) provision taxes in the period incurred. For quarters,
Seaboard computes its year-to-date provision for income taxes by applying the estimated annual effective tax rate to
year-to-date pre-tax income or loss and adjusts the provision for discrete tax items recorded in the period.
Earnings Per Common Share
Earnings per common share are based upon the weighted-average shares outstanding during the period. Basic and diluted
earnings per share are the same for all periods presented.
Accounting Standards Recently Adopted
On January 1, 2020, Seaboard adopted guidance requiring the use of a new current expected credit loss model to determine
the allowance for credit losses for 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.
Note 2 − Investments
The following is a summary of the estimated fair value of short-term investments classified as trading securities:
(Millions of dollars)
Domestic equity securities
Domestic debt securities
Foreign equity securities
Foreign debt securities
Money market funds held in trading accounts
Other trading securities
Total trading short-term investments
December 31,
2022
2021
433
399
169
66
12
7
1,086
$
$
472
542
193
133
59
17
1,416
$
$
The unrealized gains (losses) related to trading securities still held at the end of the respective reporting period was
($129) million, $12 million and $74 million for the years ended December 31, 2022, 2021 and 2020, respectively.
37
Seaboard had $16 million and $46 million of short-term investments denominated in foreign currencies as of
December 31, 2022 and 2021, respectively.
Seaboard had long-term investments of $185 million and $156 million as of December 31, 2022 and 2021, respectively,
classified in other non-current assets on the consolidated balance sheets. These investments are in a business development
company (“BDC”), real estate and renewable-energy facilities. The BDC investment is included in the fair value hierarchy
table in Note 10 and the other investments are primarily accounted for under the equity method of accounting with any
gains (losses) recorded in other investment income (loss).
Note 3 − Inventories
The following table is a summary of inventories:
(Millions of dollars)
At lower of FIFO cost and NRV:
Hogs and materials
Pork products and materials
Grains, oilseeds and other commodities
Biofuels and related credits
Other
Total inventories at lower of FIFO cost and NRV
Grain, flour and feed at lower of weighted average cost and NRV
Total inventories
Note 4 − Property, Plant and Equipment
The following table is a summary of property, plant and equipment:
(Millions of dollars)
Land and improvements
Buildings and improvements
Machinery and equipment
Vessels and vehicles
Office furniture and fixtures
Contract growers
Construction in progress
Total property, plant and equipment
Accumulated depreciation and amortization
Net property, plant and equipment
December 31,
2022
2021
$
$
538
75
475
221
104
1,413
257
1,670
$
$
489
64
634
147
92
1,426
237
1,663
Useful
Lives
3 - 15 years $
30 years
3 - 20 years
3 - 18 years
5 years
5 - 15 years
December 31,
2022
2021
331 $
779
2,027
373
43
151
286
3,990
(1,744)
285
739
1,445
214
45
118
613
3,459
(1,567)
1,892
$
2,246 $
Seaboard’s capitalized interest on construction in progress was $4 million and $7 million for the years ended
December 31, 2022 and 2021, respectively.
Note 5 − Leases
Seaboard leases ports, vessels, contract grower assets, and to a lesser extent, land, buildings and machinery and equipment.
Seaboard’s non-lease components are primarily for services related to labor associated with crew services on vessel charter
arrangements and caring for hogs in its contract grower agreements.
Seaboard’s operating lease assets and liabilities are reported separately in the consolidated balance sheets. The
classifications of Seaboard’s finance leases in the consolidated balance sheets were as follows:
(Millions of dollars)
Finance lease right of use assets, net
Finance lease liabilities
Non-current finance lease liabilities
Property, plant and equipment, net
Other current liabilities
Other liabilities
$
2022
2021
128
23
104
198 $
56
143
Lease cost is included in various line items in the consolidated statements of comprehensive income or capitalized to
inventory. Operating lease cost and short-term lease cost are recognized on a straight-line basis over the lease term. Finance
lease cost is recognized based on the effective interest method for the lease liability and straight-line amortization of the
ROU asset. Variable lease payments are recognized when the circumstance on which those payments are assessed occurs.
38
The components of lease cost were as follows for the years ended December 31:
(Millions of dollars)
Operating lease cost
Finance lease cost:
Amortization of right of use assets
Interest on lease liabilities
Variable lease cost (a)
Short-term lease cost (b)
Sublease income
Total lease cost
2022
2021
2020
$
184 $
162 $
46
6
18
13
(6)
261 $
17
5
20
27
(8)
223 $
$
145
9
4
8
25
(6)
185
(a) Includes throughput of cargo containers in excess of minimums and changes in indexed charter-hire rates.
(b) Short-term term leases are primarily for cargo containers and vessels.
Weighted-average lease terms and discount rates were as follows as of December 31, 2022 and 2021:
Weighted-average remaining term (in years)
Weighted-average discount rate
Operating Leases
2021
2022
5
6.13%
4
5.37%
Finance Leases
2021
2022
5
3.44%
7
4.16%
Maturities of lease liabilities as of December 31, 2022 were as follows:
(Millions of dollars)
2023
2024
2025
2026
2027
Thereafter
Total undiscounted lease payments
Less imputed interest
Total lease liability
Operating
Leases
Finance
Leases
175 $
101
69
62
48
108
563
(89)
474 $
61
55
32
18
12
45
223
(24)
199
$
$
The following table includes supplemental cash and non-cash information related to leases. Seaboard reports the
amortization of ROU assets and changes in operating lease liabilities in other liabilities, exclusive of debt in the
consolidated statements of cash flows.
(Millions of dollars)
Cash paid for amounts included in the measurement of lease liabilities:
$
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
ROU assets obtained in exchange for new lease liabilities:
Operating leases
Finance leases
$
2022
December 31,
2021
2020
194 $
6
44
118 $
116
166 $
5
14
244 $
54
142
4
7
62
50
39
Note 6 – Investments in Affiliates
Seaboard has investments in several non-consolidated affiliates to further its business strategies and partner with other
entities that have expertise in certain industries and countries. These investments are all accounted for using the equity
method of accounting.
(Millions of dollars)
Pork
CT&M
Marine
Sugar and Alcohol
Power
Turkey
Segment/Consolidated Totals
Investments in and
Advances to Affiliates
December 31,
2022
2021
$
$
$
152
210
36
2
3
350
753 $
142
224
33
4
3
245
651
Related-party transactions with these non-consolidated affiliates were as follows:
(Millions of dollars)
Product sales to related parties
Service revenue to related parties
$
$
$
$
Income (Loss)
from Affiliates
Years ended December 31,
2022
2021
$
2020
$
24
21
4
—
—
103
152 $
3
18
6
—
—
(20)
7 $
(9)
(2)
2
1
—
(10)
(18)
December 31,
2021
2020
1,396 $
20 $
1,125
21
2022
1,463 $
20 $
Purchases from related parties included in Cost of Sales(a)
$
91 $
— $
—
(a) As Seaboard conducts its agricultural commodity trading business with third parties, consolidated subsidiaries and
non-consolidated affiliates on an interrelated basis, cost of sales on affiliates cannot be distinguished without making
numerous assumptions, primarily with respect to mark-to-market accounting for commodity derivatives.
Seaboard had $195 million and $128 million of receivables due from affiliates primarily related to product sales as of
December 31, 2022 and 2021, respectively. Also, Seaboard had $2 million and $1 million of payables due to affiliates
primarily related to purchases of inventory at December 31, 2022 and 2021, respectively. Deferred revenue from affiliates
of $12 million and $24 million at December 31, 2022 and 2021, respectively, represents advance payments on future
shipments of commodities in the CT&M segment. There were notes receivables due from affiliates outstanding of
$2 million and $1 million as of December 31, 2022 and 2021, respectively.
The Pork segment has noncontrolling joint ventures in Seaboard Triumph Foods, LLC (“STF”) (50%), which operates a
pork processing plant, Daily’s Premium Meats, LLC (“Daily’s”) (50%), which produces raw and pre-cooked bacon, and
Seaboard de Mexico USA LLC (“Seaboard de Mexico”) (50%), which bones hams. Seaboard’s Pork segment supplies
raw materials to Daily’s, STF and Seaboard de Mexico for processing and also provides marketing services to Daily’s and
STF for its pork products. STF supplies feedstock for the Pork segment’s renewable diesel operations. On January 1, 2022,
Seaboard sold a 50% interest in Seaboard de Mexico to Triumph Foods, LLC, a partner in the Pork segment’s other joint
ventures, for cash proceeds of approximately $9 million, net of cash sold. As a result of this transaction, Seaboard de
Mexico was deconsolidated and a $6 million gain on sale was recognized in Miscellaneous, net. Combined financial
information for the Pork segment’s non-consolidated affiliates was as follows:
Pork Segment
(Millions of dollars)
Net sales
Net income (loss)
Total assets
Total liabilities
Total equity
2022
December 31,
2021
2,010 $
5 $
584 $
302 $
282 $
2,417 $
48 $
615 $
312 $
303 $
$
$
$
$
$
2020
1,543
(18)
586
245
341
The CT&M segment has noncontrolling interests in foreign businesses conducting flour, maize and feed milling, baking
operations, poultry production and processing, and agricultural commodity trading. The CT&M segment supplies
commodities to the majority of its milling affiliates. As of December 31, 2022, the location and percentage ownership of
CT&M’s affiliates were as follows: Botswana (50%), Democratic Republic of Congo (50%), Gambia (50%), Kenya
(18.47%-49%), Lesotho (50%), Mauritania (50%), Morocco (15.13%-17.71%), Nigeria (25%-48.33%), Senegal (49%),
40
South Africa (50%), Tanzania (11.76%-49%), Uganda (23.5%-49%) and Zambia (49%) in Africa; Colombia (40%-42%),
Ecuador (25%-50%), Guyana (50%), and Peru (50%) in South America; Jamaica (50%) and Haiti (23.33%) in the
Caribbean; Turkey (25%) in Europe; and Canada (45%) and the U.S. (20%) in North America. As of December 31, 2022,
the CT&M segment’s carrying value of certain investments in affiliates was more than its share of the affiliates’ book
value by $49 million. The excess is attributable primarily to the valuation of property, plant and equipment and intangible
assets, with basis adjustments amortized to income (loss) from affiliates over the remaining life of the assets. During the
second quarter of 2022, this segment sold a 20% interest in its North American protein and commodity trading company
to the majority owner for cash proceeds of $12 million. Combined financial information for the CT&M segment’s non-
consolidated affiliates was as follows:
CT&M Segment
(Millions of dollars)
Net sales
Net income (loss)
Total assets
Total liabilities
Total equity
$
$
$
$
$
December 31,
2021
2022
3,186 $
40 $
1,848 $
1,250 $
598 $
2020
2,482
(2)
1,745
1,185
560
2,766 $
47 $
1,798 $
1,199 $
599 $
The Marine segment has noncontrolling interests in foreign businesses that primarily own cargo terminal operations in the
Caribbean (16.87%- 21.02%) which provide terminal and stevedoring services to the Marine segment. As of
December 31, 2022, the Marine segment’s carrying value of certain investments in affiliates was less than its share of the
affiliates’ book value by $40 million. The difference is attributable primarily to the valuation of property, plant and
equipment and impairments taken by Seaboard, but not the respective entity, with basis adjustments amortized to income
(loss) from affiliates over the remaining life of the assets. Combined financial information for the Marine segment’s non-
consolidated affiliates was as follows:
Marine Segment
(Millions of dollars)
Net sales
Net income
Total assets
Total liabilities
Total equity
2022
December 31,
2021
2020
$
$
$
$
$
82 $
21 $
256 $
61 $
195 $
74 $
27 $
245 $
88 $
157 $
66
8
253
98
155
The Sugar and Alcohol segment has noncontrolling interests in two sugar-related businesses in Argentina (50%).
Combined financial information for the Sugar and Alcohol segment’s non-consolidated affiliates was as follows:
Sugar and Alcohol Segment
(Millions of dollars)
Net sales
Net income
Total assets
Total liabilities
Total equity
December 31,
2021
2022
$
$
$
$
$
8 $
— $
6 $
2 $
4 $
2020
7
1
14
2
12
6 $
— $
8 $
1 $
7 $
The Power segment has noncontrolling interests in two energy-related businesses in the Dominican Republic (45% and
50%). Combined financial information for the Power segment’s non-consolidated affiliates was as follows:
Power Segment
(Millions of dollars)
Net sales
Net income
Total assets
Total liabilities
Total equity
December 31,
2021
2022
$
$
$
$
$
1 $
— $
9 $
3 $
6 $
2020
1
—
12
6
6
1 $
1 $
12 $
5 $
7 $
The Turkey segment represents Seaboard’s noncontrolling interest in Butterball. Since 2010, Seaboard has held warrants,
which upon exercise for a nominal price enabled Seaboard to acquire an additional 5% equity interest in Butterball. The
warrants qualified for equity treatment under GAAP and were classified as investments in and advances to affiliates in the
consolidated balance sheets. The warrant agreement essentially provided Seaboard with a 52.5% economic interest and
therefore Seaboard has historically recorded 52.5% of Butterball’s earnings as income (loss) from affiliates in the
41
consolidated statements of comprehensive income. During 2022, Seaboard exercised the warrants resulting in no impact
to the financial statements. All significant corporate governance matters upon exercise remained equally shared between
Seaboard and its partner in Butterball and Seaboard did not acquire any new consequential rights upon exercise of the
warrants. Within total assets, Butterball had trade name intangible assets of $111 million and goodwill of $61 million as
of December 31, 2022. Butterball’s financial information was as follows:
Turkey Segment
(Millions of dollars)
Net sales
Operating income (loss)
Net income (loss)
Total assets
Total liabilities
Total equity
2022
2020
December 31,
2021
$ 2,050 $ 1,792 $ 1,675
(6)
$
202 $
(20)
196 $
$
993
$ 1,081 $
481
406 $
$
512
675 $
$
(34) $
(38) $
991 $
517 $
474 $
Note 7 − Debt
Lines of Credit
The outstanding balances under uncommitted lines of credit were $326 million and $359 million as of December 31, 2022
and 2021, respectively. Of the outstanding balance as of December 31, 2022, $194 million was denominated in foreign
currencies, with $174 million denominated in the South African rand. Of the outstanding balance as of December 31, 2021,
$218 million was denominated in foreign currencies, with $177 million denominated in the South African rand. The
uncommitted lines of credit are unsecured and do not require compensating balances with the exception of $3 million as
of December 31, 2022.
As of December 31, 2022, Seaboard had a committed $250 million line of credit secured by certain short-term investments
maturing March 31, 2023. In 2022, Seaboard amended this committed line of credit agreement to extend the maturity date
and change the interest reference rate from LIBOR to SOFR (Secured Overnight Financing Rate). Draws bear interest
based on SOFR plus a spread. There was $131 million and $157 million outstanding under this committed line of credit
as of December 31, 2022 and December 31, 2021, respectively.
The weighted average interest rate for outstanding lines of credit was 7.03% and 2.71% as of December 31, 2022 and
2021, respectively.
Long-term Debt
The following table is a summary of long-term debt:
(Millions of dollars)
Term Loan due 2028
Foreign subsidiary obligations
Other long-term debt
Total debt at face value
Current maturities and unamortized discount and costs
Long-term debt, less current maturities and unamortized discount and costs $
$
December 31,
2022
2021
670 $
2
38
710
(8)
702 $
677
1
39
717
(9)
708
In 2018, Seaboard Foods LLC entered into an Amended and Restated Term Loan Credit Agreement (“Credit Agreement”)
with CoBank, ACB, Farm Credit Services of America, PCA, and the lenders party thereto for a $700 million unsecured
term loan (“Term Loan”). The Term Loan provides for quarterly payments of the principal balance to the revised
amortization schedule set forth in the Credit Agreement, with the balance due on the maturity date of September 25, 2028.
The Term Loan bears interest at fluctuating rates based on various margins over a Base Rate, LIBOR or a Quoted Rate, at
the option of the borrower. The interest rate was 6.01% and 1.73% as of December 31, 2022 and 2021, respectively. The
Credit Agreement contains customary covenants for credit facilities of this type, including restrictions on the incurrence
of indebtedness over a certain threshold, ability to make certain acquisitions, investments and asset dispositions and
aggregate dividend payments.
In conjunction with the purchase of certain equipment during 2021, $9 million of secured, other long-term debt was
assumed. The loan agreement incurs a fixed interest rate of 5.60% and matures in August 2037. In December 2020,
Seaboard received a $30 million note that incurs a fixed interest rate of 1.28% and matures in 2027.
Seaboard was in compliance with all restrictive debt covenants relating to these agreements as of December 31, 2022.
42
The aggregate minimum principal payments required on long-term debt as of December 31, 2022 were as follows:
$7 million in 2023, $8 million in 2024, $8 million in 2025, $8 million in 2026, $38 million in 2027 and $641 million
thereafter.
Note 8 − Commitments and Contingencies
Legal Proceedings
Helms-Burton Act Litigation
On July 21, 2021, a lawsuit was filed by an individual, Odette Blanco de Fernandez (“Ms. de Fernandez”), and the heirs
(“Inheritors”) and estates (“Estates”) of four of her siblings (Ms. de Fernandez, together with the Inheritors and the Estates
being referred to as the “Plaintiffs”) against Seaboard Corporation in the U.S. District Court for the District of Delaware
(the “Delaware District Court”), making claims under Title III of the Cuban Liberty and Solidarity Act of 1996, also known
as the Helms-Burton Act (the “Act”). The same Plaintiffs filed a separate lawsuit against Seaboard Marine Ltd. (“Seaboard
Marine”) on December 20, 2020, in the U.S. District Court for the Southern District of Florida (the “Florida District
Court”).
The Act provides that any person who knowingly and intentionally “traffics” in property which was confiscated by the
Cuban government may be liable to any U.S. national who acquires an ownership interest in such property for money
damages in an amount equal to the greater of the current fair market value of the property or the value of the property
when confiscated, plus interest from the date of confiscation, reasonable attorneys’ fees and costs, and treble damages
under certain circumstances. The complaint in each of the cases alleges that the Plaintiffs acquired ownership interests to
a 70-year concession to develop port facilities at Mariel Bay, Cuba, and ownership of surrounding land, and that these and
other property rights were confiscated by the Cuban government in 1960. The complaints further allege that Seaboard
Corporation and Seaboard Marine knowingly and intentionally “trafficked” in the confiscated property within the meaning
of the Act by carrying and/or directing cargo to the Port of Mariel.
The Florida District Court in the Seaboard Marine case dismissed the claims of the Inheritors and the Estates because they
did not acquire the ownership claims prior to March 1996, as required by the Act. The remaining plaintiff, Ms. de
Fernandez, contends she owns 20% of the companies that were granted the concession and owned land in or around Mariel
Bay, Cuba. On August 19, 2022, the Florida District Court granted Seaboard Marine’s Motion for Summary Judgement
and entered a Final Judgment in favor of Seaboard Marine. On September 1, 2022, the Plaintiffs appealed the Final
Judgment to the United States Court of Appeals for the Eleventh Circuit. The Plaintiffs’ appeal is pending.
As to the suit against Seaboard Corporation, on October 21, 2021, the Plaintiffs filed an amended complaint which
principally added allegations that there were other callings made by Seaboard Marine at the Port of Mariel and that
Seaboard Corporation engaged in a pattern of doing business with individuals and entities in contravention of U.S. foreign
policy. Seaboard Corporation filed a Motion to Dismiss which is pending. On September 28, 2022, the Delaware District
Court stayed this lawsuit against Seaboard Corporation until 30 days after the outcome of the appeal in the Seaboard
Marine case.
The operative complaints in each lawsuit seek unspecified damages (including treble damages) and pre-filing interest as
provided in the Act; pre-judgment interest; attorneys’ fees, costs and expenses; and such other relief as is just and proper.
Seaboard Corporation and Seaboard Marine have meritorious defenses to the claims alleged in these matters and intend to
vigorously defend these matters. It is impossible at this stage either to determine the probability of a favorable or
unfavorable outcome resulting from either of these suits, or to reasonably estimate the amount of potential loss or range
of potential loss, if any, resulting from the suits. However, the outcome of litigation is inherently unpredictable and subject
to significant uncertainties, and if unfavorable, could result in a material liability.
Pork Price-Fixing Antitrust Litigation
On June 28, 2018, twelve indirect purchasers of pork products filed a class action complaint in the U.S. District Court for
the District of Minnesota (the “Minnesota 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 with similar claims on behalf of putative classes of direct
and indirect purchasers were later filed in the Minnesota District Court, and three additional actions by standalone plaintiffs
(including the Commonwealth of Puerto Rico) were filed in or transferred to the Minnesota 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 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
43
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 Minnesota District Court denied defendants’ motions to dismiss the amended
complaints, but the Minnesota District Court later dismissed all claims against Seaboard Corporation without prejudice.
In 2021 and 2022, additional standalone plaintiffs filed similar actions in other federal courts throughout the country,
several of which name Seaboard Corporation as a defendant. These actions have been or are expected to be conditionally
transferred to Minnesota for pretrial proceedings pursuant to an order by the Judicial Panel on Multidistrict Litigation.
Also in 2021, the states of New Mexico and Alaska filed civil cases in state court against substantially the same defendants,
including Seaboard Foods LLC and Seaboard Corporation, based on substantially similar allegations.
Seaboard believes that it has meritorious defenses to the claims alleged in these matters and intends to vigorously defend
these matters. 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.
Pork Compensation Antitrust Litigation
On November 11, 2022, three employees of pork or beef processing plants filed a class action complaint in the U.S. District
Court for the District of Colorado, individually and on behalf of all other employees at such plants (the “Class”), against
several pork and beef processors and their subsidiaries and related companies, including Seaboard Foods LLC
(“Defendants”). The complaint alleges, among other things, that beginning in January 2014, the Defendants conspired in
violation of anti-trust laws to fix and depress the compensation paid to the Class by, among other things, participating in
third-party compensation surveys and exchanging wage-related information through a third-party benchmarking service.
The relief sought includes treble damages, injunctive relief, pre- and post-judgment interest, costs and attorneys’ fees.
Seaboard believes that it has meritorious defenses to the claims and intends to vigorously defend them. It is impossible at
this stage either to determine the probability of a favorable or unfavorable outcome resulting from the suit, or to reasonably
estimate the amount of potential loss or range of potential loss, if any, resulting from the suit.
Cereoil and Nolston Litigation
On March 20, 2018, the bankruptcy trustee (the “Trustee”) for Cereoil Uruguay S.A. (“Cereoil”) filed a suit in the
Bankruptcy Court of First Instance in Uruguay that was served during the second quarter of 2018, naming as parties
Seaboard Corporation and its subsidiaries, Seaboard Overseas Limited (“SOL”) and Seaboard Uruguay Holdings Ltd.
(“Seaboard Uruguay”). Seaboard Corporation has a 45% indirect ownership of Cereoil. The suit seeks an order requiring
Seaboard Corporation, 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
believes that it has meritorious defenses to the claims alleged in this matter and intends to vigorously defend this matter.
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 plus
interest. 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 filed an additional suit in the Bankruptcy Court of First Instance in Uruguay that was served
during the second quarter of 2018, naming as parties Seaboard Corporation, SOL, Seaboard Uruguay, all directors of
Cereoil, including 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 believes that it has meritorious defenses to the claims alleged
in this matter and intends to vigorously defend this matter. 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 Corporation 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.
On September 30, 2021, HSBC Bank (Uruguay) SA (“HSBC”), a creditor in the Cereoil bankruptcy proceeding pending
in Uruguay, filed a suit in the U.S. District Court for the District of Kansas (the “Kansas District Court”) against Seaboard
44
Corporation alleging claims for breach of contract, promissory estoppel, breach of the duty of good faith and fair dealing,
unjust enrichment, fraud, negligent misrepresentation and fraud by concealment based upon a comfort letter, alleged
statements by Cereoil personnel (including the Chief Financial Officer serving at the behest of Seaboard), and the same
grain transactions that the Trustee challenges as fraudulent conveyances in the Cereoil bankruptcy in Uruguay discussed
above. HSBC seeks $10 million plus interest and other relief in excess of $3 million. In March 2022, Seaboard filed a
motion to dismiss HSBC’s claims on various grounds. On September 23, 2022, the Kansas District Court dismissed six of
HSBC’s seven claims. Three of those claims, for fraud, negligent misrepresentation and fraud by concealment, can be re
filed by HSBC in Uruguay. The other three claims, for breach of contract, breach of the duty of good faith and fair dealing
and unjust enrichment, were dismissed with prejudice and cannot be re-filed unless HSBC successfully appeals the Kansas
District Court order. The one claim not dismissed in this matter is for promissory estoppel. Seaboard believes that it has
meritorious defenses to this claim and intends to vigorously defend it. Due to the early stage of the proceeding, it is
impossible to determine the probability of a favorable or unfavorable outcome resulting from this remaining claim.
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 believes that it has meritorious defenses to
the claims alleged in this matter and intends to vigorously defend this matter. 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, asset sales and removal of duplicative claims, is estimated to be approximately $8 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.
General
Seaboard is subject to various administrative and judicial proceedings and other legal matters related to the normal conduct
of its business. The ultimate resolution of these items is not expected to have a material adverse effect on the consolidated
financial statements of Seaboard. Costs for litigating claims are expensed as incurred.
Guarantees
Certain of Seaboard’s non-consolidated affiliates have debt supporting their underlying operations. From time to time,
Seaboard will provide guarantees of such debt in order to further Seaboard’s business objectives. As of
December 31, 2022, guarantees outstanding were not material. Seaboard has not accrued a liability for any of the
guarantees as management considers the likelihood of loss to be remote.
Commitments
As of December 31, 2022, Seaboard had various non-cancelable commitments under contractual agreements:
Years ended December 31,
(Millions of dollars)
Hog procurement contracts (a)
Grain and feedstock commitments (b)
Grain purchase contracts for resale (c)
Fuel supply contracts (d)
Capital expenditures (e)
Other commitments
Total unrecognized non-cancelable commitments
2023 2024 2025 2026 2027 Thereafter Totals
— $ 242
$
740
—
843
—
863
369
377
—
143
9
378 $ 3,208
(a) The Pork segment has contracted with third parties for the purchase of hogs to support its operations. The amounts
86 $ 57 $ 57 $ 42 $ — $
—
4
—
—
98
98
—
98
1
1
$ 1,879 $ 450 $ 258 $ 144 $ 99 $
152
1
87
152
1
581
842
113
127
130
3
—
98
—
1
are based on projected market prices as of December 31, 2022.
(b) The Pork segment enters into grain purchase and feedstock contracts to support its operations. For variable costs,
the amounts are based on projected commodity prices as of December 31, 2022.
(c) The CT&M segment enters into grain purchase contracts, primarily to support firm sales commitments. The
amounts are fixed or based on projected commodity prices as of December 31, 2022.
(d) The Power segment has a natural gas supply contract for a significant portion of the fuel required for EDM III.
Also, the Marine segment has a fuel supply agreement to purchase natural gas for the initial three vessels under
construction. The variable price components are based on market prices as of December 31, 2022.
45
(e) The capital expenditures are primarily for the Marine segment’s construction of six vessels with expected delivery
of three in 2024 and three in 2025 and the Pork segment’s biogas recovery projects and other investments that
are expected to be completed in 2023. The amounts are based on milestones per respective contracts.
Note 9 − Employee Benefits
Seaboard has qualified defined benefit pension plans for its domestic salaried and clerical employees that were hired before
January 1, 2014. Benefits are generally based upon the number of years of service and a percentage of final average pay.
Seaboard did not make any contributions in 2022, 2021 and 2020 and currently does not plan on making any contributions
in 2023 to qualified plans.
Seaboard also sponsors non-qualified, unfunded supplemental executive plans. Management has no plans to provide
funding for these supplemental executive plans in advance of when the benefits are paid.
Pursuant to Seaboard’s investment policies for qualified pension plans, assets are invested to achieve a diversified target
allocation of approximately 80% in equities and 20% in fixed-income securities. The investment strategy is periodically
reviewed by management for adherence to policy and performance.
The following tables show the qualified plans’ assets measured at estimated fair value as of December 31, 2022 and 2021,
respectively, and the level within the fair value hierarchy used to measure each category of assets:
(Millions of dollars)
Assets:
Domestic equity securities
Foreign equity securities
Domestic fixed income mutual funds
Foreign fixed income mutual funds
Money market funds
Total assets
(Millions of dollars)
Assets:
Domestic equity securities
Foreign equity securities
Domestic fixed income mutual funds
Foreign fixed income mutual funds
Money market funds
Total assets
December 31,
2022
Level 1 Level 2 Level 3
$
$
84 $
60
26
11
1
182 $
84 $
60
26
11
1
182 $
— $
—
—
—
—
— $
—
—
—
—
—
—
December 31,
2021
Level 1 Level 2 Level 3
$
$
113 $
71
29
12
2
227 $
113 $
71
29
12
2
227 $
— $
—
—
—
—
— $
—
—
—
—
—
—
Assumptions used in determining pension information for the qualified and nonqualified plans were:
Years ended December 31,
2021
2020
2022
Weighted average assumptions:
Discount rate used to determine obligations
Discount rate used to determine net periodic benefit cost
Expected return on plan assets
Long-term rate of increase in compensation levels
5.30 - 5.40 % 1.20 - 2.90 % 0.70 - 2.60 %
1.20 - 2.90 % 0.70 - 2.60 % 2.15 - 3.50 %
6.25 %
4.00 %
6.25 %
4.00 %
6.25 %
4.00 %
Management selected the discount rates based on a model-based result where the timing and amount of cash flows
approximates the estimated payouts. The expected return on the qualified plans’ assets assumption is based on the weighted
average of asset class expected returns that are consistent with the qualified plans’ asset allocation and related long-term
projected returns.
46
The aggregate changes in the benefit obligation and fair value of assets for the qualified and nonqualified plans and the
funded status were as follows:
(Millions of dollars)
Reconciliation of benefit obligation:
Benefit obligation at beginning of year
Service cost
Interest cost
Actuarial gains
Plan settlements
Benefits paid
Benefit obligation at end of year
Reconciliation of fair value of plan assets:
Fair value of plan assets at beginning of year
Actual return on plan assets
Employer contributions
Plan settlements
Benefits paid
Fair value of plan assets at end of year
Funded status
December 31,
2022
Accumulated
benefits
exceed
assets
2021
Accumulated
benefits
exceed
assets
$
$
$
$
$
362
9
10
(97)
—
(8)
276
227
(38)
1
—
(8)
182
(94)
$
$
$
$
$
379
10
9
(10)
(19)
(7)
362
206
27
20
(19)
(7)
227
(135)
The benefit obligation decreased primarily due to higher discount rates. The accumulated benefit obligation for the
qualified and nonqualified plans was $247 million and $319 million as of December 31, 2022 and 2021, respectively.
Expected future benefit payments for the qualified and nonqualified plans during each of the next five years and the next
five years thereafter were as follows: $44 million, $17 million, $11 million, $15 million, $14 million and $78 million,
respectively.
The net periodic benefit cost of these plans was as follows:
(Millions of dollars)
Components of net periodic benefit cost:
Service cost
Interest cost
Expected return on plan assets
Amortization
Settlement loss recognized
Net periodic benefit cost
Years ended December 31,
2022
2021
2020
$
$
9 $
10
(14)
6
—
11 $
10 $
9
(12)
9
6
22 $
9
11
(11)
7
11
27
The amounts not reflected in net periodic benefit cost and included in accumulated other comprehensive loss before taxes
as of December 31, 2022 and 2021 were $21 million and $71 million, respectively. Such amounts primarily represent the
cumulative unrecognized net actuarial gains and losses that are generally amortized over the average remaining working
lifetime of the active participants for all of these plans.
Seaboard has defined contribution retirement programs for various groups of employees. Contribution expense for these
programs was $9 million, $4 million and $4 million for the years ended December 31, 2022, 2021 and 2020, respectively.
The increase in costs in 2022 was primarily due to match changes for a production plan and an increase in the rate of
matching contributions for another plan.
Seaboard has deferred compensation plans that allow certain employees to reduce their compensation in exchange for
values in various investments. One plan requires certain individuals to defer compensation over a specific threshold and
another plan, which no longer allows contributions, has options that are exercisable. In conjunction with these plans,
Seaboard purchases investments that are classified as trading securities and included in other current assets, and recognizes
the amount payable to employees in other current liabilities on the consolidated balance sheets. Investments for Seaboard’s
deferred compensation plans were $26 million and $29 million as of December 31, 2022 and 2021, respectively. The
47
amount payable to employees was $23 million and $26 million as of December 31, 2022 and 2021, respectively. Deferred
compensation plan costs recognized in selling, general and administrative expenses are offset by the effect of the
marked-to-market adjustments on investments recorded in other investment income (loss).
Note 10 − Derivatives and Fair Value of Financial Instruments
Seaboard’s assets and liabilities recognized at fair value on a recurring basis have been categorized based on a fair value
hierarchy determined as follows:
Level 1 — Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs other than quoted prices in active markets that are observable either directly or indirectly, including
quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities
in markets that are not active or other inputs that are observable or can be corroborated by observable market data.
Level 3 — Unobservable inputs that are supported by little or no market data and require the reporting entity to develop its
assumptions.
(Millions of dollars)
Assets:
Trading securities – short-term investments:
Domestic equity securities
Domestic debt securities
Foreign equity securities
Foreign debt securities
Money market funds held in trading accounts
Other trading securities
Trading securities – other current assets
Long-term investment - BDC
Derivatives
Total assets
Liabilities:
Contingent consideration
Derivatives
Total liabilities
(Millions of dollars)
Assets:
Trading securities – short-term investments:
Domestic debt securities
Domestic equity securities
Foreign equity securities
Foreign debt securities
Money market funds held in trading accounts
Other trading securities
Trading securities – other current assets
Long-term investment - BDC
Derivatives
Total assets
Liabilities:
Contingent consideration
Derivatives
Total liabilities
December 31,
2022
Level 1 Level 2 Level 3
$
$
$
$
433 $
399
169
66
12
7
26
63
26
1,201 $
433 $
162
169
—
12
—
25
—
26
827 $
— $
237
—
66
—
7
1
63
—
374 $
19 $
12
31 $
— $
2
2 $
— $
10
10 $
—
—
—
—
—
—
—
—
—
—
19
—
19
December 31,
2021
Level 1 Level 2 Level 3
$
$
$
$
542 $
472
193
133
59
17
29
81
11
247 $
472
193
2
59
—
28
—
6
1,537 $ 1,007 $
295 $
—
—
131
—
17
1
—
5
449 $
18 $
10
28 $
— $
5
5 $
— $
5
5 $
—
—
—
—
—
—
—
81
—
81
18
—
18
Financial instruments consisting of cash and cash equivalents, net receivables, lines of credit and accounts payable are
carried at cost, which approximates fair value, as a result of the short-term nature of the instruments. The fair value of
short-term investments is measured using multiple levels. Debt securities categorized as level 1 in the fair value hierarchy
48
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. The trading
securities classified as other current assets above are assets held for Seaboard’s deferred compensation plans.
Seaboard has a long-term investment in a BDC that primarily lends to and invests in debt securities of privately held
companies. This long-term investment is valued at net asset value (“NAV”) but is subject to contractual sale restrictions
pursuant to shareholder arrangements. During the third quarter of 2022, Seaboard adopted recently issued GAAP that
clarifies these contractual restrictions should not be considered when estimating fair value. As a result, the BDC
investment’s liquidity discount of $1 million was removed and prospectively, the instrument was reclassified as level 2
rather than level 3.
The fair value of long-term debt is estimated by comparing interest rates for debt with similar terms and maturities. As
Seaboard’s long-term debt is mostly variable-rate, its carrying amount approximates fair value. If Seaboard’s long-term
debt was measured at fair value on its consolidated balance sheets, it would have been classified as level 2 in the fair value
hierarchy. See Note 7 for a discussion of Seaboard’s long-term debt.
Seaboard’s contingent consideration, classified in other non-current liabilities, is related to a 2018 acquisition. The fair
value is dependent on the probability of the acquiree achieving certain financial performance targets using earnings before
interest, taxes, depreciation and amortization (“EBITDA”) as a metric. The contingent consideration ranges between zero
and $48 million payable between five and eight years following the closing, with timing at the discretion of the sellers.
The fair value is classified as level 3 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 value during 2022 was related to higher projected
EBITDA at the measurement date.
Derivatives
Seaboard’s operations are exposed to market risks from changes in commodity prices, foreign currency exchange rates,
interest rates and equity prices. Seaboard uses derivatives to manage commodity and foreign currency fluctuations. From
time to time, Seaboard enters into interest rate swap agreements to manage the interest rate risk of certain variable rate
long-term debt and enters into equity futures contracts to manage the equity price risk of 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. As a result,
fluctuations in prices and rates could have a material impact on earnings in any given reporting period. Credit risks
associated with derivative contracts are not significant as Seaboard minimizes counterparty exposure by dealing with
credit-worthy counterparties and uses margin accounts for some accounts. As of December 31, 2022, the maximum
amount of credit risk, had the counterparties failed to perform according to the terms of the contract, was less than
$1 million.
Commodity Instruments
Seaboard uses various derivative futures and options to manage its risk to price fluctuations for raw materials and other
inventories, finished product sales and firm sales commitments. Commodity derivatives are recorded at fair value, with
any changes in fair value recognized as a component of cost of sales in the consolidated statements of comprehensive
income. Seaboard had the following aggregated outstanding notional amounts:
(Millions)
Commodities:
Grain
Hogs
Soybean oil
Heating oil
Metric
Bushels
Pounds
Pounds
Gallons
December 31,
2022
2021
8
16
26
—
1
—
20
15
Foreign Currency Exchange Agreements
Seaboard enters into foreign currency exchange agreements to manage the foreign currency exchange rate risk of certain
transactions denominated in foreign currencies. Foreign currency exchange agreements that primarily relate to an
underlying commodity transaction are recorded at fair value with changes in value recognized as a component of cost of
sales. Other foreign currency exchange agreements are recognized as a component of foreign currency gains (losses), net.
49
As of December 31, 2022 and 2021, Seaboard had foreign currency exchange agreements with notional amounts of
$190 million and $95 million, respectively, primarily related to the South African rand and euro.
The following table provides the amount of gain (loss) recorded for each type of derivative and where it was recognized
in the consolidated statements of comprehensive income:
(Millions of dollars)
Commodities
Foreign currencies
Foreign currencies
Interest rate swaps
Cost of sales
Cost of sales
Foreign currency gains (losses), net
Interest expense
$
2022
2021
(45) $
(17)
6
—
(20)
(2)
4
5
The following table provides the fair value of each type of derivative held and where each derivative is included in the
consolidated balance sheets:
(Millions of dollars)
Commodities
Foreign currencies Other current assets
Other current assets $
Asset Derivatives
December 31, December 31,
2022
2021
Liability Derivatives
December 31, December 31,
2022
2021
26 $
—
6 Other current liabilities $
5 Other current liabilities
2 $
10
5
5
Seaboard’s commodity derivative assets and liabilities are presented in the consolidated balance sheets on a net basis,
including netting the derivatives with the related margin accounts. As of December 31, 2022 and 2021, the commodity
derivatives had a margin account balance of $3 million and $28 million, respectively, resulting in a net other current asset
in the consolidated balance sheets of $27 million and $29 million, respectively.
Note 11 − 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. Seaboard repurchased 4,069 shares of common stock during
2020 at a total price of $13 million. Shares repurchased were retired and became authorized and unissued shares.
The components of accumulated other comprehensive loss (“AOCL”), net of related taxes, were as follows:
Cumulative
Foreign
Currency
Translation
Adjustment
Cumulative
Unrecognized
Pension
Cost
$
$
$
(369)
(7)
—
(7)
(376)
8
—
8
(368)
$
$
$
$
(71)
(38)
14 (a)
(24)
(95)
18
13 (a)
31
(64)
$
$
Total
(440)
(45)
14
(31)
(471)
26
13
39
(432)
(Millions of dollars)
Balance December 31, 2019
Other comprehensive loss before reclassifications
Amounts reclassified from AOCL to net earnings
Other comprehensive loss, net of tax
Balance December 31, 2020
Other comprehensive income before reclassifications
Amounts reclassified from AOCL to net earnings
Other comprehensive income, net of tax
Balance December 31, 2021
Other comprehensive income (loss) before
reclassifications
Amounts reclassified from AOCL to net earnings
Other comprehensive income (loss), net of tax
Balance December 31, 2022
(a)
(4)
14
10
(422)
This primarily represents the amortization of actuarial losses (gains) that were included in net periodic pension cost.
See Note 9 for further discussion.
38
5 (a)
43
(21)
(33)
(401)
9 (b)
(42)
$
$
$
(b) This reclassification adjustment primarily reflects the recognition of a currency translation adjustment upon the
disposition of a CT&M business in Brazil whose functional currency was the Brazilian real. Upon management’s
commitment to a plan to dispose, substantially all of this adjustment was previously recognized as an impairment in
cost of sales for the year ended December 31, 2021.
50
The cumulative foreign currency translation adjustment primarily represents the effect of the Argentine peso currency
exchange fluctuation on the net assets of the Sugar and Alcohol segment. The Sugar and Alcohol segment’s functional
currency has been the U.S. dollar due to highly inflationary accounting since 2018. The adjustments for the years presented
are related to non-U.S. dollar functional currencies of consolidated subsidiaries and non-consolidated affiliates in the
CT&M segment.
The cumulative unrecognized pension cost represents the unamortized net actuarial loss. Income taxes for the cumulative
unrecognized pension cost component was recorded using a 25% effective tax rate, except for unrecognized pension cost
of $5 million, $24 million and $34 million in 2022, 2021 and 2020, respectively, related to employees at certain
subsidiaries for which no tax benefit was recorded.
Note 12 − Income Taxes
Earnings before income taxes were as follows:
(Millions of dollars)
United States
Foreign
Total earnings before income taxes excluding noncontrolling interests
Net earnings attributable to noncontrolling interests
Total earnings before income taxes
The components of total income taxes were as follows:
(Millions of dollars)
Current:
Federal
Foreign
State and local
Deferred:
Federal
Foreign
State and local
Income tax expense (benefit)
Unrealized changes in other comprehensive income (loss)
Total income taxes
Years ended December 31,
2022
2021
2020
$
$
(205) $
782
577
2
579 $
337 $
298
635
1
636 $
138
148
286
—
286
Years ended December 31,
2022
2021
2020
$
$
54 $
42
12
(94)
5
(22)
(3)
8
5 $
35 $
33
10
3
(7)
(9)
65
8
73 $
(50)
35
2
26
(3)
(7)
3
(3)
—
Income taxes for the years ended December 31, 2022, 2021 and 2020 differed from the amounts computed by applying
the statutory U.S. federal income tax rate of 21% to earnings before income taxes excluding noncontrolling interests for
the following reasons:
(Millions of dollars)
Computed “expected” tax expense excluding noncontrolling interests
Adjustments to tax expense attributable to:
Years ended December 31,
2022
2021
2020
$
121 $
133 $
60
Foreign tax differences
Tax-exempt income
Foreign entity repatriation
Federal tax credits
Unrecognized tax benefits
Valuation allowance
Other
Total income tax expense (benefit)
$
(60)
(17)
10
(57)
7
(7)
—
(3) $
(35)
(15)
—
(39)
14
6
1
65 $
10
(17)
—
(34)
—
(14)
(2)
3
Certain of Seaboard’s foreign operations are subject to no income tax or a tax rate that is lower than the U.S. corporate tax
rate. Fluctuation of earnings or losses incurred from certain foreign operations conducting business in these jurisdictions
impact the mix of taxable earnings.
51
Tax-exempt income is primarily related to federal blender’s credits on the biodiesel that the Pork segment blends. As a
result of these credits, Seaboard recognized non-taxable revenue of $79 million, $69 million and $79 million in net sales
for the years ended December 31, 2022, 2021 and 2020, respectively. The receivable from the U.S. government was
$53 million and $20 million as of December 31, 2022 and 2021, respectively, included in other receivables. The federal
blender’s credits are available through 2024.
Seaboard has certain investments in various entities that are expected to enable Seaboard to obtain certain federal
investment tax credits. During 2022, Seaboard invested $52 million in a solar renewable energy project in Guam and
received $46 million of federal investment tax credits. Seaboard accounts for this solar investment using the flow-through
method and recognized the impact of the investment tax credits in the period earned on a gross basis, with the charge
related to the reduction of the investment recorded in other investment income (loss) offset by the benefit of the credits
recorded in income tax benefit (expense). Also, Seaboard invested $11 million and $17 million during 2021 and 2020,
respectively, in limited liability companies that operated refined coal processing plants that generated federal income tax
credits based on production levels. These alternative long-term investments, accounted for using the equity method of
accounting, generated in aggregate $46 million, $24 million and $22 million of investment tax credits for 2022, 2021 and
2020, respectively.
As of December 31, 2022 and 2021, Seaboard had income taxes receivable of $54 million and $46 million, respectively,
primarily related to domestic tax jurisdictions, and had income taxes payable of $18 million and $13 million, respectively,
primarily related to foreign tax jurisdictions.
Components of the net deferred income tax liability were as follows:
(Millions of dollars)
Deferred income tax liabilities:
Depreciation
Domestic partnerships
Unrealized gain on investments
Inventory
Foreign basis difference
Other
Gross deferred income tax liabilities
Deferred income tax assets:
Reserves/accruals
Sec. 174 capitalization
Unrealized loss on investments
Deferred earnings of foreign subsidiaries
Net operating and capital loss carry-forwards
Tax credit carry-forwards
Other
Gross deferred income tax assets before valuation allowance
Less: Valuation allowance
Net deferred income tax liability (asset)
The activity within the valuation allowance account was as follows:
(Millions of dollars)
Allowance for Deferred Tax Assets:
Year Ended December 31, 2022
Year Ended December 31, 2021
Year Ended December 31, 2020
December 31,
2022
2021
$
$
$
$
106 $
59
—
14
13
2
194 $
68 $
75
40
3
28
22
8
244
33
(17) $
121
62
13
7
—
4
207
66
—
—
—
67
32
5
170
60
97
Balance at
beginning of year
Charge (credit) Balance at
end of year
to expense
$
$
$
60
55
68
(27) $
5 $
(13) $
33
60
55
Management believes Seaboard’s future taxable income will be sufficient for full realization of the net deferred tax assets.
The valuation allowance relates to the tax benefits from state net operating losses, foreign net operating losses and tax
credits. Management does not believe these benefits are more likely than not to be realized due to limitations imposed on
the utilization of these losses and credits. As of December 31, 2022, Seaboard had state net operating loss carry-forwards
52
of approximately $181 million and foreign net operating loss carry-forwards of approximately $57 million, a portion of
which expire in varying amounts between 2023 and 2042, while others have indefinite expiration periods. As of
December 31, 2022, Seaboard had state tax credit carry-forwards of approximately $27 million, all of which carry-forward
indefinitely.
Historically, Seaboard has considered substantially all foreign profits as being permanently invested in its foreign
operations, including all cash and short-term investments held by foreign subsidiaries. During the fourth quarter of 2022,
Seaboard reversed its indefinite reinvestment assertion in connection with certain previously-taxed undistributed earnings
of its Seaboard Marine subsidiary due to the tax effectiveness of repatriating. As a result, Seaboard recorded a deferred
tax liability of $13 million for federal and state incremental tax costs associated with the future potential repatriation of
Seaboard Marine’s previously-taxed foreign undistributed earnings. For all other foreign subsidiaries, Seaboard intends to
continue permanently reinvesting their funds outside the U.S. as they continue to demonstrate no need to repatriate them
to fund Seaboard’s U.S. operations for the foreseeable future. Seaboard has not recorded deferred taxes for state or foreign
withholding taxes that would result upon repatriation of these funds to the U.S. Determination of the tax that might be paid
on unremitted earnings if eventually remitted is not practical due to the complexity of the multi-jurisdictional tax
environment in which Seaboard operates.
Seaboard’s tax returns are regularly audited by federal, state and foreign tax authorities, which may result in material
adjustments. Seaboard’s 2018 and 2019 U.S. income tax returns are currently under IRS examination. U.S. federal tax
years prior to 2017 are no longer subject to IRS tax assessment as certain provisions under the Tax Cuts and Jobs Act have
a statute of six years. In the U.S., typically the three most recent tax years are subject to IRS audits, unless an agreement
is made to extend the statute of limitations for an audit in progress or the statute is specifically extended by law for certain
specialized items. In Seaboard’s major non-U.S. jurisdictions, including Argentina, the Dominican Republic, Ivory Coast
and Senegal, tax years are typically subject to examination for three to six years.
As of December 31, 2022 and 2021, Seaboard had $51 million and $41 million, respectively, in total unrecognized tax
benefits, all of which if recognized would affect the effective tax rate. Seaboard does not have any material uncertain tax
positions in which it is reasonably possible that the total amounts of the unrecognized tax benefits will significantly
increase or decrease within 12 months of the reporting date.
The following table is a reconciliation of the beginning and ending amount of unrecognized tax benefits:
(Millions of dollars)
Beginning balance at January 1
Additions for uncertain tax positions of prior years
Decreases for uncertain tax positions of prior years
Additions for uncertain tax positions of current year
Lapse of statute of limitations
Ending balance as of December 31
2022
2021
$
$
41 $
1
(4)
23
(10)
51 $
30
7
(1)
6
(1)
41
Seaboard accrues interest and penalties related to unrecognized tax benefits in income tax expense and had approximately
$9 million and $10 million accrued as of December 31, 2022 and 2021, respectively.
Note 13 − Segment Information
Seaboard has six reportable segments: Pork, CT&M, Marine, Sugar and Alcohol, Power and Turkey, each offering a
specific product or service. Seaboard’s reporting segments are based on information used by Seaboard’s Chief Executive
Officer in his capacity as chief operating decision maker to determine allocation of resources and assess performance.
Each of the six segments is separately managed, and each was started or acquired independent of the other segments.
The Pork segment primarily produces hogs to process and sells pork products to further processors, food service operators,
distributors and grocery stores throughout the U.S. and to foreign markets. In 2022, this segment acquired hog inventory
and certain hog farms in the central U.S. from The Maschhoffs, LLC for total cash consideration of $58 million. These
additional farms increase the Pork segment’s sow base, resulting in less reliance on third-party hog suppliers. The purchase
was recorded at fair value and the final purchase price allocation was $9 million to inventories, $45 million to property,
plant and equipment and $4 million to goodwill. Goodwill represents the assembled workforce and the benefits of
acquiring an existing operation. In 2020, this segment purchased a hog production company for $27 million, which
primarily included hog farms and related assets. This segment also produces biodiesel and renewable diesel from pork fat
53
and other animal fats and vegetable oils for sale, along with the related fuel credits, to third parties. The Pork segment’s
renewable diesel production facility began operations during the third quarter of 2022.
The CT&M segment is an integrated agricultural commodity trading, processing and logistics operation that internationally
markets wheat, corn, soybean meal and other agricultural commodities in bulk to third-party customers and to
non-consolidated affiliates. This segment operates flour, maize and feed mills and bakery operations in numerous foreign
countries. In 2022, this segment sold its Brazilian flour milling operations primarily for cash proceeds of $6 million, net
of cash sold. In 2021, this segment increased its ownership interest in a feed manufacturer and hog producer in Ecuador
from 50% to 80%. Total consideration for the purchase price included $7 million of cash paid, net of cash acquired,
Seaboard’s previously held equity interest and affiliate trade receivables. The final purchase price allocation primarily
included working capital of $30 million and property, plant and equipment of $17 million.
The Marine segment provides cargo shipping services in the U.S., the Caribbean and Central and South America. The
Sugar and Alcohol segment produces and processes sugar and alcohol in Argentina. The Power segment is an independent
power producer in the Dominican Republic that owns two power-generating barges, with EDM III placed in service during
the second quarter of 2022. The Turkey segment, accounted for using the equity method, produces and processes turkey
products. Total assets for the Turkey segment represent Seaboard’s investment in Butterball. See Note 6 for more
information on Butterball. The All Other segment represents primarily a jalapeño pepper processing operation.
The following tables present Seaboard’s sales disaggregated by revenue source and segment:
Net Sales:
Year Ended December 31, 2022
(Millions of dollars)
Major Products/Services Lines:
Products
Transportation
Energy
Other
Segment/consolidated totals
Net Sales:
(Millions of dollars)
Major Products/Services Lines:
Products
Transportation
Energy
Other
Segment/consolidated totals
Net Sales:
(Millions of dollars)
Major Products/Services Lines:
Products
Transportation
Energy
Other
Segment/consolidated totals
Pork
CT&M Marine
Alcohol Power
Sugar
and
All
Other
Consolidated
Totals
$ 1,954 $ 6,275 $
— $
— 2,043
—
—
—
15
$ 2,605 $ 6,290 $ 2,043 $
11
611
29
123 $
—
6
—
129 $ 158 $
— $
—
158
—
16 $
2
—
—
18 $
8,368
2,056
775
44
11,243
Year Ended December 31, 2021
Pork
CT&M Marine
Alcohol Power
Sugar
and
All
Other
Consolidated
Totals
$ 2,091 $ 5,139 $
—
—
15
8
357
25
— $
1,396
—
—
$ 2,481 $ 5,154 $ 1,396 $
113 $
—
10
—
123 $
— $
—
60
—
60 $
14 $
1
—
—
15 $
7,357
1,405
427
40
9,229
Year Ended December 31, 2020
Pork
CT&M Marine
Alcohol Power
Sugar
and
All
Other
Consolidated
Totals
$ 1,682 $ 3,981 $
—
—
13
8
219
32
— $
1,005
—
—
$ 1,941 $ 3,994 $ 1,005 $
95 $
—
11
—
106 $
— $
—
64
—
64 $
16 $
—
—
—
16 $
5,774
1,013
294
45
7,126
The following tables present Seaboard’s operating income (loss) by segment. Operating income for segment reporting is
prepared on the same basis as that used for consolidated operating income. Operating income, along with income (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. Corporate operating results represent certain operating costs not specifically allocated to individual
54
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. 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):
(Millions of dollars)
Pork
CT&M
Marine
Sugar and Alcohol
Power
All other
Segment totals
Corporate
Consolidated totals
Years ended December 31,
2020
2022 2021
(96) $
$
151
591
11
14
1
672
(15)
657 $
227 $
61
197
2
(9)
1
479
(21)
458 $
$
131
118
21
2
3
1
276
(31)
245
The following tables present Seaboard’s total assets and capital expenditures 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.
Total Assets:
(Millions of dollars)
Pork
CT&M
Marine
Sugar and Alcohol
Power
Turkey
All other
Segment totals
Corporate
Consolidated totals
Capital Expenditures:
(Millions of dollars)
Pork
CT&M
Marine
Sugar and Alcohol
Power
All other
Segment totals
Corporate
Consolidated totals
December 31,
2022
2021
$ 2,698 $
1,915
882
165
342
350
6
6,358
1,544
$ 7,902 $
2,265
2,054
749
155
359
245
7
5,834
1,669
7,503
Years ended December 31,
2020
2022 2021
$ 315 $
14
136
9
—
—
474
—
$ 474 $
343 $
17
44
8
43
1
456
4
460 $
207
8
10
5
27
2
259
—
259
Geographic Information
Seaboard had sales in Colombia totaling $1,578 million, $1,144 million and $812 million for the years ended
December 31, 2022, 2021 and 2020, respectively, representing approximately 14%, 12% and 11% of total sales for each
respective year. Seaboard had sales in South Africa totaling $992 million, $917 million and $743 million for the years
ended December 31, 2022, 2021 and 2020, respectively, representing approximately 9% of total sales for 2022 and 10%
for years 2021 and 2020. No other individual foreign country accounted for 10% or more of sales to external customers.
55
The following table provides a geographic summary of net sales based on the location of product delivery or service:
Years ended December 31,
(Millions of dollars)
Caribbean, Central and South America
Africa
United States (a)
Pacific Basin and Far East
Canada/Mexico
Europe
All other
Total sales
2021
2020
2022
$
5,054 $ 3,566 $ 2,744
2,099
2,685
1,536
2,031
435
545
202
309
101
86
9
7
$ 11,243 $ 9,229 $ 7,126
3,107
2,181
490
338
71
2
(a)
For Marine segment services on product delivery to the U.S., geographic location is based on origination port.
The following table provides a geographic summary of Seaboard’s property, plant and equipment according to their
physical location and primary port for the vessels:
(Millions of dollars)
United States
Dominican Republic
Argentina
China
Ivory Coast
Senegal
Zambia
All other
Total property, plant and equipment, net
December 31,
2022
2021
1,682 $
281
59
35
33
32
31
93
2,246 $
1,331
297
59
—
39
40
30
96
1,892
$
$
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
As of December 31, 2022, Seaboard’s management has evaluated, under the direction of its chief executive and chief
financial officers, the effectiveness of Seaboard’s disclosure controls and procedures, as defined under the Securities
Exchange Act of 1934 (the “Exchange Act”) Rule 13a-15(e). Based upon and as of the date of that evaluation, Seaboard’s
chief executive and chief financial officers concluded that Seaboard’s disclosure controls and procedures were effective
to provide reasonable assurance that information required to be disclosed in the reports it files and submits under the
Exchange Act is recorded, processed, summarized and reported as and when required. It should be noted that any system
of disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute,
assurance that the objectives of the system are met. In addition, the design of any system of disclosure controls and
procedures is based in part upon assumptions about the likelihood of future events. Due to these and other inherent
limitations of any such system, there can be no assurance that any design will always succeed in achieving its stated goals
under all potential future conditions.
Change in Internal Control Over Financial Reporting
There have been no changes in Seaboard’s internal control over financial reporting that occurred during the fiscal quarter
ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, Seaboard’s internal
control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
The management of Seaboard is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Under the supervision, and with
the participation of management and its Internal Audit Department, Seaboard conducted an evaluation of the effectiveness
of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on its
evaluation under the framework in Internal Control - Integrated Framework (2013), management concluded that
Seaboard’s internal control over financial reporting was effective as of December 31, 2022.
56
KPMG LLP, the independent registered public accounting firm that audited Seaboard’s financial statements contained
herein, also audited Seaboard’s internal control over financial reporting as of December 31, 2022. The audit report is
included in Item 8, Financial Statements and Supplementary Data.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information about the executive officers of Seaboard is included under the caption “Information About Seaboard’s
Executive Officers” in Item 1 of this annual report on Form 10-K.
Seaboard has a Code of Conduct and Ethics Policy for Senior Financial Officers applicable to its senior financial officers
(including the chief executive officer, chief financial officer, chief accounting officer and controller and persons
performing similar functions) and a Code of Ethics Policy applicable to its directors, officers and other employees (together
the “Codes”). Seaboard has posted the Codes on its internet website, www.seaboardcorp.com, and intends to satisfy the
disclosure requirement under Item 10 of Form 10-K regarding any future changes and waivers to the Codes by posting
such information on that website.
In addition to the information provided above, the information required by this item is incorporated herein by reference to
the information under the captions “Item 1: Election of Directors,” “Board of Directors Information – Committees of the
Board – Audit Committee,” and “Board of Directors Information – Director Nominations” of Seaboard’s definitive proxy
statement for the 2023 annual meeting of stockholders, which will be filed no later than 120 days after December 31, 2022
(“Proxy Statement”).
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference to the information under the captions “Board of
Directors Information – Compensation of Directors,” “Executive Compensation and Other Information,” “Employment
Arrangements with Named Executive Officers,” “Benefit Plans,” “Compensation Committee Interlocks and Insider
Participation,” “Compensation Committee Report,” and “Compensation Discussion and Analysis” included in the Proxy
Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Seaboard has not established any equity compensation plans or individual agreements for its employees under which
Seaboard common stock, or options, rights or warrants with respect to Seaboard common stock may be granted.
In addition to the information provided above, the information required by this item is incorporated herein by reference to
the information under the captions “Principal Stockholders” and “Share Ownership of Management and Directors”
included in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference to the information under the captions
“Compensation Committee Interlocks and Insider Participation,” “Board of Directors Information – Controlled
Corporation” and “Board of Directors Information – Committees of the Board” included in the Proxy Statement.
Item 14. Principal Accountant Fees and Services
Seaboard’s independent registered public accounting firm is KPMG LLP, Kansas City, MO, Auditor Firm ID: 185.
The other information required by this item is incorporated herein by reference to the information under the caption
“Item 2: Selection of Independent Auditors” included in the Proxy Statement.
57
Item 15. Exhibit and Financial Statement Schedules
(a) List the following documents filed as a part of the report:
1. Financial statements
PART IV
The financial statements are included in Item 8 of this Form 10-K.
2. Financial statement schedules
All schedules are omitted as the required information is not applicable or the information is presented in the
consolidated financial statements or related consolidated notes.
3. Exhibits
Exhibit
No.
3.1
3.2
4
10.1*
10.2*
10.3*
10.4*
10.5*
Description
Seaboard Corporation Restated Certificate of Incorporation. Incorporated herein by reference to Exhibit 3.1 of
Seaboard’s Form 10-Q for the quarter ended April 4, 2009.
Seaboard Corporation By-laws, as amended. Incorporated herein by reference to Exhibit 3.2 of Seaboard’s
Form 10-K for the fiscal year ended December 31, 2005.
Description of common stock. Incorporated herein by reference to Exhibit 4 of Seaboard’s Form 10-K for the
fiscal year ended December 31, 2019.
Seaboard Corporation Retiree Medical Benefit Plan as Amended and Restated effective January 1, 2009 and
dated December 22, 2008, amending and restating the Seaboard Corporation Retiree Medical Benefit Plan
dated March 4, 2005. Incorporated herein by reference to Exhibit 10.6 of Seaboard’s Form 10-K for the fiscal
year ended December 31, 2008.
First Amendment to the Seaboard Corporation Retiree Medical Benefit Plan effective March 25, 2015 and
dated March 31, 2015. Incorporated herein by reference to Exhibit 10.1 of Seaboard’s Form 10-Q for the
quarter ended April 4, 2015.
Seaboard Corporation Non-Qualified Deferred Compensation Plan effective January 1, 2009 and dated
December 22, 2008, amending and restating the Seaboard Corporation Non-Qualified Deferred Compensation
Plan dated December 29, 2005. Incorporated herein by reference to Exhibit 10.12 of Seaboard’s Form 10-K
for the fiscal year ended December 31, 2008.
Amendment No. 1 to the Seaboard Corporation Non-Qualified Deferred Compensation Plan effective
January 1, 2009 and dated December 17, 2009. Incorporated herein by reference to Exhibit 10.25 of Seaboard’s
Form 10-K for the fiscal year ended December 31, 2009.
Amendment No. 2 to the Seaboard Corporation Non-Qualified Deferred Compensation Plan effective
January 1, 2019 and dated January 2, 2019. Incorporated herein by reference to Exhibit 10.7 of Seaboard’s
Form 10-K for the fiscal year ended December 31, 2018.
10.6*+
Amended and Restated Seaboard Corporation Post-2018 Non-Qualified Deferred Compensation Plan effective
January 1, 2023 dated December 13, 2022.
10.7*
10.8*
10.9*
Seaboard Corporation 409A Executive Retirement Plan Amended and Restated effective January 1, 2013 and
dated December 21, 2012, amending and restating the Seaboard Corporation Executive Retirement Plan,
Amendment and Restatement dated December 22, 2008. Incorporated herein by reference to Exhibit 10.14 of
Seaboard’s Form 10-K for the fiscal year ended December 31, 2012.
First Amendment to the Seaboard Corporation 409A Executive Retirement Plan effective as of January 1, 2015
and dated January 14, 2016. Incorporated herein by reference to Exhibit 10.8 of Seaboard’s Form 10-K for the
fiscal year ended December 31, 2015.
Seaboard Corporation Cash Balance Executive Retirement Plan Amended and Restated effective
August 1, 2020. Incorporated herein by reference to Exhibit 10.3 of Seaboard’s Form 10-Q for the quarter
ended September 26, 2020.
58
10.10*
10.11*
10.12*
Seaboard Corporation Pension Plan as restated and amended effective January 1, 2021. Incorporated herein by
reference to Exhibit 10.10 of Seaboard’s Form 10-K for the fiscal year ended December 31, 2021.
Seaboard Marine Pension Plan effective January 1, 2021. Incorporated herein by reference to Exhibit 10.1 of
Seaboard’s Form 10-Q for the quarter ended April 3, 2021.
Amendment No. 1 to the Seaboard Marine Pension Plan as Restated as of January 1, 2021, dated
November 15, 2021. Incorporated herein by reference to Exhibit 10.12 of Seaboard’s Form 10-K for the
fiscal year ended December 31, 2021.
10.13*+
Seaboard Corporation Long-term Incentive Plan effective January 1, 2022.
10.14*+
Seaboard Corporation 401(K) Excess Plan effective January 1, 2022 and dated December 13, 2022.
10.15*
10.16*
10.17*
10.18*
10.19*
10.20*
10.21*
10.22*
10.23*
10.24*
10.25*
10.26*
10.27
10.28
Seaboard Marine Ltd. 401(K) Excess Plan effective January 1, 2009 and dated December 18, 2009.
Incorporated herein by reference to Exhibit 10.24 of Seaboard’s Form 10-K for the fiscal year ended
December 31, 2009.
First Amendment to the Seaboard Marine Ltd. 401(k) Excess Plan effective January 1, 2022. Incorporated
herein by reference to Exhibit 10.2 of Seaboard’s Form 10-Q for the quarter ended April 2, 2022.
Seaboard Corporation Investment Option Plan dated December 18, 2000. Incorporated herein by reference to
Exhibit 10.7 of Seaboard’s Form 10-K for the fiscal year ended December 31, 2000.
Seaboard Corporation Executive Officers’ Bonus Policy (effective for 2018-2020). Incorporated herein by
reference to Exhibit 10.17 of Seaboard’s Form 10-K for the fiscal year ended December 31, 2018.
Seaboard Corporation Named Executive Officers’ Bonus Policy (effective for 2021 and supersedes all
policies). Incorporated herein by reference to Exhibit 10.16 of Seaboard’s Form 10-K for the fiscal year ended
December 31, 2021.
Restated Employment Agreement between Seaboard Corporation and Robert L. Steer dated August 27, 2020.
Incorporated herein by reference to Exhibit 10.2 of Seaboard’s Form 10-Q for the quarter ended
September 26, 2020.
Restated Employment Agreement between Seaboard Corporation and David H. Rankin dated
January 12, 2021. Incorporated herein by reference to Exhibit 10.19 of Seaboard’s Form 10-K for the year
ended December 31, 2020.
Employment Agreement between Seaboard Overseas and Trading Group and David M. Dannov dated
December 21, 2012. Incorporated herein by reference to Exhibit 10.19 of Seaboard’s Form 10-K for the fiscal
year ended December 31, 2012.
Amendment to Employment Agreement between Seaboard Overseas and Trading Group and David M. Dannov
dated March 22, 2017. Incorporated herein by reference to Exhibit 10.3 of Seaboard’s Form 10-Q for the
quarter ended April 1, 2017.
Employment Agreement between Seaboard Marine Ltd. and Edward A. Gonzalez dated December 21, 2012.
Incorporated herein by reference to Exhibit 10.20 of Seaboard’s Form 10-K for the fiscal year ended
December 31, 2012.
Employment Agreement between Seaboard Foods LLC and Peter B. Brown dated November 30, 2020.
Incorporated herein by reference to Exhibit 10.22 of Seaboard’s Form 10-K for the fiscal year ended
December 31, 2021.
Summary of Perquisite for Personal Use of Seaboard Airplane. Incorporated herein by reference to Exhibit
10.23 of Seaboard’s Form 10-K for the fiscal year ended December 31, 2021.
Amended and Restated Terminal Agreement between Miami-Dade County and Seaboard Marine Ltd. for
Marine Terminal Operations dated May 30, 2008. Incorporated herein by reference to Exhibit 10.1 of
Seaboard’s Form 8-K dated May 30, 2008.
Amendment No. 1 to Amended and Restated Terminal Agreement between Miami-Dade County and Seaboard
Marine Ltd. for Marine Terminal Operations dated March 30, 2009. Incorporated herein by reference to Exhibit
10.1 of Seaboard’s Form 10-Q for the quarter ended June 29, 2013.
59
10.29
10.30
10.31
21+
31.1+
31.2+
32.1+
32.2+
Amendment No. 2 to Amended and Restated Terminal Agreement between Miami-Dade County and Seaboard
Marine Ltd. for Marine Terminal Operations dated July 31, 2013. Incorporated herein by reference to Exhibit
10.2 of Seaboard’s Form 10-Q for the quarter ended June 29, 2013.
Marketing Agreement dated February 2, 2004 by and among Seaboard Corporation, Seaboard Farms, Inc.,
Triumph Foods, LLC, and for certain limited purposes only, the members of Triumph Foods, LLC.
Incorporated herein by reference to Exhibit 10.2 of Seaboard’s Form 8-K dated February 3, 2004.
Amended and Restated Term Loan Credit Agreement dated September 25, 2018 by and among Seaboard
Corporation, Seaboard Foods LLC, CoBank, ACB, Farm Credit Services of America, PCA and other lenders.
Incorporated herein by reference to Exhibit 10.1 of Seaboard’s Form 8-K filed September 27, 2018.
List of subsidiaries.
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.
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.
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.
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)
* Management contract or compensatory plan or arrangement.
+ Filed electronically with this annual report on Form 10-K with the SEC and transmitted via EDGAR.
(b) Exhibits
See exhibits identified above under Item 15(a)(3).
(c) Financial Statement Schedules
None.
Item 16. Form 10-K Summary
None.
60
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
SEABOARD CORPORATION
(Registrant)
By:
/s/ Robert L. Steer
Robert L. Steer
President and Chief Executive Officer
Date: February 14, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.
Name
Date
Title
/s/ Robert L. Steer
Robert L. Steer
/s/ David H. Rankin
David H. Rankin
February 14, 2023
President, Chief Executive Officer
(principal executive officer)
February 14, 2023
/s/ Michael D. Trollinger
Michael D. Trollinger
February 14, 2023
Executive Vice President,
Chief Financial Officer
(principal financial officer)
Senior Vice President,
Corporate Controller and
Chief Accounting Officer
(principal accounting officer)
/s/ Ellen S. Bresky
Ellen S. Bresky
/s/ Douglas W. Baena
Douglas W. Baena
/s/ David A. Adamsen
David A. Adamsen
/s/ Frances B. Shifman
Frances B. Shifman
/s/ Paul M. Squires
Paul M. Squires
February 14, 2023
Chairwoman of the Board
February 14, 2023
Lead Director
February 14, 2023
Director
February 14, 2023
Director
February 14, 2023
Director
61
SEABOARD CORPORATION
Stockholder Information
Board of Directors
Ellen S. Bresky
Director and Chairwoman of the Board
David. A Adamsen
Director and Audit Committee Member
Paul M. Squires
Director
Officers
Robert L. Steer
President and Chief Executive Officer
David M. Becker
Executive Vice President, General Counsel and
Secretary
David H. Rankin
Executive Vice President, Chief Financial Officer
Michael D. Trollinger
Senior Vice President, Corporate Controller and
Chief Accounting Officer
Ty A. Tywater
Senior Vice President, Audit Services
Jacob A. Bresky
Vice President, International
Douglas W. Baena
Lead Director and Audit Committee Chair
Frances B. Shifman
Director and Audit Committee Member
Benjamin R. Hodes
Vice President, Finance
Adriana N. Hoskins
Vice President and Treasurer
Elizabeth A. Loudon
Vice President, Tax
James T. Hubler
Assistant Secretary
Zachery J. Holden
Assistant Secretary
Emma A. Beltz-Vacas
Assistant Treasurer
Chief Executive Officers of Principal Seaboard Operations
Peter B. Brown
Pork
David M. Dannov
Commodity Trading and Milling
Edward A. Gonzalez
Marine
Oscar E. Rojo
Sugar and Alcohol
Armando G. Rodriguez
Power
Stock Transfer Agent and Registrar of Stock
Availability of Form 10-K Reports
Seaboard provides access to its annual reports on Form 10-K and all
amendments at https://www.seaboardcorp.com/investors as soon as
reasonably practicable after those reports are electronically filed
with the Securities and Exchange Commission.
EQ Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0874
(800) 468-9716
www.shareowneronline.com
Independent Registered Public Accounting Firm
KPMG LLP
1000 Walnut Street, Suite 1100
Kansas City, Missouri 64106
Stock Listing
Seaboard’s common stock is traded on the NYSE American
under the symbol SEB. Seaboard had 3,347 stockholders of
record of its common stock as of January 31, 2023.
SEABOARD CORPORATION
90 0 0 WE ST 6 7 T H S T R EET
ME R RIAM, KANS AS 6 6 2 0 2