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[10-Q] Seaboard Corporation Quarterly Earnings Report

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Rhea-AI Filing Summary

On 29 Jul 2025, Transcat, Inc. (TRNS) executed a new five-year $150 million secured revolving credit facility with a three-bank syndicate led by M&T Bank, replacing and terminating its prior $80 million line. The facility provides committed revolving loans, swingline loans and letters of credit and matures on 29 Jul 2030, allowing amounts to be re-borrowed subject to availability.

Pricing & fees: Base-rate borrowings carry 0.00%–0.75% margin, and SOFR loans carry 1.00%–1.75% margin—both lower than the superseded facility. Unused commitments are charged a quarterly fee of 0.10%–0.20%. Overdue amounts accrue an additional 300 bp.

Covenants: leverage ratio ≤3.0× EBITDA (with temporary step-up for “Material Permitted Acquisitions”) and fixed-charge coverage ≥1.20×. Customary negative covenants and default triggers apply; all U.S. subsidiaries guarantee the debt.

Use of proceeds: refinancing the old facility, funding acquisitions, working capital and general corporate purposes. The enlarged, lower-cost facility enhances liquidity, extends tenor by five years and adds structural flexibility for strategic growth.

Il 29 luglio 2025, Transcat, Inc. (TRNS) ha stipulato una nuova linea di credito rotativo garantita di 150 milioni di dollari con una durata di cinque anni, con un sindacato di tre banche guidato da M&T Bank, sostituendo e terminando la precedente linea da 80 milioni di dollari. La linea prevede prestiti rotativi impegnati, prestiti swingline e lettere di credito, con scadenza il 29 luglio 2030, consentendo il riutilizzo degli importi in base alla disponibilità.

Prezzi e commissioni: i prestiti a tasso base prevedono un margine tra 0,00% e 0,75%, mentre i prestiti SOFR un margine tra 1,00% e 1,75%, entrambi inferiori rispetto alla linea precedente. Le linee non utilizzate sono soggette a una commissione trimestrale tra 0,10% e 0,20%. Gli importi in ritardo maturano un interesse aggiuntivo di 300 punti base.

Vincoli: rapporto di leva finanziaria ≤3,0× EBITDA (con aumento temporaneo per “Acquisizioni Materiali Consentite”) e copertura delle spese fisse ≥1,20×. Si applicano consueti vincoli negativi e condizioni di default; tutte le controllate statunitensi garantiscono il debito.

Utilizzo dei proventi: rifinanziamento della vecchia linea, finanziamento di acquisizioni, capitale circolante e finalità aziendali generali. La linea ampliata e a costo inferiore migliora la liquidità, estende la durata di cinque anni e aggiunge flessibilità strutturale per la crescita strategica.

El 29 de julio de 2025, Transcat, Inc. (TRNS) firmó una nueva línea de crédito revolvente garantizada de 150 millones de dólares a cinco años con un sindicato bancario de tres entidades liderado por M&T Bank, reemplazando y cancelando su línea previa de 80 millones. La línea ofrece préstamos revolventes comprometidos, préstamos swingline y cartas de crédito, con vencimiento el 29 de julio de 2030, permitiendo reembolsos sujetos a disponibilidad.

Precios y comisiones: los préstamos a tasa base llevan un margen de 0,00% a 0,75%, y los préstamos SOFR un margen de 1,00% a 1,75%, ambos más bajos que la línea anterior. Los compromisos no utilizados tienen una comisión trimestral de 0,10% a 0,20%. Los montos vencidos acumulan un interés adicional de 300 puntos básicos.

Convenios: ratio de apalancamiento ≤3,0× EBITDA (con aumento temporal para “Adquisiciones Materiales Permitidas”) y cobertura de cargos fijos ≥1,20×. Se aplican convenios negativos habituales y condiciones de incumplimiento; todas las subsidiarias estadounidenses garantizan la deuda.

Uso de fondos: refinanciar la línea anterior, financiar adquisiciones, capital de trabajo y propósitos corporativos generales. La línea ampliada y de menor costo mejora la liquidez, extiende el plazo cinco años y añade flexibilidad estructural para el crecimiento estratégico.

2025년 7월 29일, Transcat, Inc. (TRNS)는 M&T 은행이 주도하는 3개 은행 연합과 함께 새로운 5년 만기 1억 5천만 달러 담보 회전 신용 시설을 체결하여 기존 8천만 달러 한도를 대체하고 종료했습니다. 이 시설은 약정된 회전 대출, 스윙라인 대출 및 신용장을 제공하며 2030년 7월 29일 만기이며, 가용 한도 내에서 재대출이 가능합니다.

금리 및 수수료: 기준 금리 대출은 0.00%~0.75%의 마진이 적용되며, SOFR 대출은 1.00%~1.75% 마진으로 모두 이전 시설보다 낮습니다. 미사용 약정에 대해서는 분기별 0.10%~0.20% 수수료가 부과됩니다. 연체 금액에는 추가 300bp가 적용됩니다.

약정 조건: 레버리지 비율 ≤3.0× EBITDA ("중대한 허용 인수"에 대해 일시적 상향 조정 가능) 및 고정 비용 커버리지 ≥1.20×. 일반적인 부정적 약정 및 디폴트 조건이 적용되며, 모든 미국 자회사가 부채를 보증합니다.

자금 사용 목적: 기존 시설 재융자, 인수 자금 조달, 운전자본 및 일반 기업 목적. 확대되고 비용이 낮은 이 시설은 유동성을 강화하고 만기를 5년 연장하며 전략적 성장을 위한 구조적 유연성을 제공합니다.

Le 29 juillet 2025, Transcat, Inc. (TRNS) a conclu une nouvelle facilité de crédit renouvelable garantie de 150 millions de dollars sur cinq ans avec un syndicat de trois banques dirigé par M&T Bank, remplaçant et annulant sa ligne précédente de 80 millions. La facilité offre des prêts renouvelables engagés, des prêts swingline et des lettres de crédit, arrivant à échéance le 29 juillet 2030, permettant le réemprunt sous réserve de disponibilité.

Tarification et frais : les emprunts au taux de base portent une marge de 0,00 % à 0,75 %, et les prêts SOFR une marge de 1,00 % à 1,75 % — toutes deux inférieures à la facilité précédente. Les engagements non utilisés sont facturés trimestriellement entre 0,10 % et 0,20 %. Les montants en retard accumulent un supplément de 300 points de base.

Engagements : ratio d’endettement ≤3,0× EBITDA (avec augmentation temporaire pour les « acquisitions matérielles autorisées ») et couverture des charges fixes ≥1,20×. Les clauses négatives habituelles et les déclencheurs de défaut s’appliquent ; toutes les filiales américaines garantissent la dette.

Utilisation des fonds : refinancement de l’ancienne facilité, financement d’acquisitions, fonds de roulement et objectifs généraux de l’entreprise. La facilité élargie et moins coûteuse améliore la liquidité, prolonge la durée de cinq ans et ajoute une flexibilité structurelle pour une croissance stratégique.

Am 29. Juli 2025 schloss Transcat, Inc. (TRNS) eine neue fünfjährige gesicherte revolvierende Kreditfazilität über 150 Millionen US-Dollar mit einem dreibankigen Konsortium unter Führung der M&T Bank ab, die die vorherige Kreditlinie über 80 Millionen US-Dollar ersetzt und beendet. Die Fazilität bietet zugesagte revolvierende Darlehen, Swingline-Kredite und Akkreditive mit Fälligkeit am 29. Juli 2030 und ermöglicht eine Wiederaufnahme der Beträge je nach Verfügbarkeit.

Preisgestaltung & Gebühren: Darlehen zum Basiszinssatz haben eine Marge von 0,00%–0,75%, SOFR-Darlehen eine Marge von 1,00%–1,75% – beide niedriger als die ersetzte Fazilität. Nicht genutzte Zusagen werden vierteljährlich mit 0,10%–0,20% berechnet. Überfällige Beträge fallen mit zusätzlichen 300 Basispunkten an.

Klauseln: Verschuldungsgrad ≤3,0× EBITDA (mit temporärer Erhöhung für „wesentliche zulässige Akquisitionen“) und Deckungsgrad der Fixkosten ≥1,20×. Übliche Negativklauseln und Auslösebedingungen gelten; alle US-Tochtergesellschaften garantieren die Verbindlichkeiten.

Verwendung der Mittel: Refinanzierung der alten Fazilität, Finanzierung von Akquisitionen, Betriebskapital und allgemeine Unternehmenszwecke. Die erweiterte, kostengünstigere Fazilität verbessert die Liquidität, verlängert die Laufzeit um fünf Jahre und bietet strukturelle Flexibilität für strategisches Wachstum.

Positive
  • Liquidity doubled: Facility size rises to $150 m from $80 m, strengthening available cash resources.
  • Extended tenor: Maturity pushed to 2030, eliminating near-term refinancing risk.
  • Lower pricing: Applicable margins cut across most leverage tiers, reducing funding cost.
  • Strategic flexibility: Covenant holiday for Material Permitted Acquisitions supports growth strategy.
Negative
  • Variable-rate exposure: SOFR-based borrowing could raise interest expense if rates increase.
  • Higher potential leverage: Larger facility may lead to greater debt load and covenant step-up allowances.

Insights

TL;DR: Bigger, cheaper, longer facility improves liquidity while maintaining conservative covenants; modest rise in leverage risk.

The $150 m revolver nearly doubles capacity and extends maturity to 2030, materially improving TRNS’s liquidity profile. Margin reductions of up to 50 bp versus the prior agreement lower potential interest expense. Covenant headroom remains at 3.0× EBITDA, signalling ongoing balance-sheet discipline, yet management gained flexibility to temporarily exceed this post-acquisition—supportive for M&A strategy but introduces some leverage creep. Overall credit quality is stable to slightly improved.

TL;DR: Facility supports inorganic growth optionality; positive for equity holders if deployed accretively.

The enlarged revolver equips TRNS to pursue bolt-on deals without immediate equity dilution. Lower spreads and modest fees protect margins in a rising-rate environment. However, variable-rate debt ties financing cost to SOFR movements, so future interest expense could rise if rates stay elevated. Equity impact is favourable provided acquisition returns exceed weighted cost of capital.

Il 29 luglio 2025, Transcat, Inc. (TRNS) ha stipulato una nuova linea di credito rotativo garantita di 150 milioni di dollari con una durata di cinque anni, con un sindacato di tre banche guidato da M&T Bank, sostituendo e terminando la precedente linea da 80 milioni di dollari. La linea prevede prestiti rotativi impegnati, prestiti swingline e lettere di credito, con scadenza il 29 luglio 2030, consentendo il riutilizzo degli importi in base alla disponibilità.

Prezzi e commissioni: i prestiti a tasso base prevedono un margine tra 0,00% e 0,75%, mentre i prestiti SOFR un margine tra 1,00% e 1,75%, entrambi inferiori rispetto alla linea precedente. Le linee non utilizzate sono soggette a una commissione trimestrale tra 0,10% e 0,20%. Gli importi in ritardo maturano un interesse aggiuntivo di 300 punti base.

Vincoli: rapporto di leva finanziaria ≤3,0× EBITDA (con aumento temporaneo per “Acquisizioni Materiali Consentite”) e copertura delle spese fisse ≥1,20×. Si applicano consueti vincoli negativi e condizioni di default; tutte le controllate statunitensi garantiscono il debito.

Utilizzo dei proventi: rifinanziamento della vecchia linea, finanziamento di acquisizioni, capitale circolante e finalità aziendali generali. La linea ampliata e a costo inferiore migliora la liquidità, estende la durata di cinque anni e aggiunge flessibilità strutturale per la crescita strategica.

El 29 de julio de 2025, Transcat, Inc. (TRNS) firmó una nueva línea de crédito revolvente garantizada de 150 millones de dólares a cinco años con un sindicato bancario de tres entidades liderado por M&T Bank, reemplazando y cancelando su línea previa de 80 millones. La línea ofrece préstamos revolventes comprometidos, préstamos swingline y cartas de crédito, con vencimiento el 29 de julio de 2030, permitiendo reembolsos sujetos a disponibilidad.

Precios y comisiones: los préstamos a tasa base llevan un margen de 0,00% a 0,75%, y los préstamos SOFR un margen de 1,00% a 1,75%, ambos más bajos que la línea anterior. Los compromisos no utilizados tienen una comisión trimestral de 0,10% a 0,20%. Los montos vencidos acumulan un interés adicional de 300 puntos básicos.

Convenios: ratio de apalancamiento ≤3,0× EBITDA (con aumento temporal para “Adquisiciones Materiales Permitidas”) y cobertura de cargos fijos ≥1,20×. Se aplican convenios negativos habituales y condiciones de incumplimiento; todas las subsidiarias estadounidenses garantizan la deuda.

Uso de fondos: refinanciar la línea anterior, financiar adquisiciones, capital de trabajo y propósitos corporativos generales. La línea ampliada y de menor costo mejora la liquidez, extiende el plazo cinco años y añade flexibilidad estructural para el crecimiento estratégico.

2025년 7월 29일, Transcat, Inc. (TRNS)는 M&T 은행이 주도하는 3개 은행 연합과 함께 새로운 5년 만기 1억 5천만 달러 담보 회전 신용 시설을 체결하여 기존 8천만 달러 한도를 대체하고 종료했습니다. 이 시설은 약정된 회전 대출, 스윙라인 대출 및 신용장을 제공하며 2030년 7월 29일 만기이며, 가용 한도 내에서 재대출이 가능합니다.

금리 및 수수료: 기준 금리 대출은 0.00%~0.75%의 마진이 적용되며, SOFR 대출은 1.00%~1.75% 마진으로 모두 이전 시설보다 낮습니다. 미사용 약정에 대해서는 분기별 0.10%~0.20% 수수료가 부과됩니다. 연체 금액에는 추가 300bp가 적용됩니다.

약정 조건: 레버리지 비율 ≤3.0× EBITDA ("중대한 허용 인수"에 대해 일시적 상향 조정 가능) 및 고정 비용 커버리지 ≥1.20×. 일반적인 부정적 약정 및 디폴트 조건이 적용되며, 모든 미국 자회사가 부채를 보증합니다.

자금 사용 목적: 기존 시설 재융자, 인수 자금 조달, 운전자본 및 일반 기업 목적. 확대되고 비용이 낮은 이 시설은 유동성을 강화하고 만기를 5년 연장하며 전략적 성장을 위한 구조적 유연성을 제공합니다.

Le 29 juillet 2025, Transcat, Inc. (TRNS) a conclu une nouvelle facilité de crédit renouvelable garantie de 150 millions de dollars sur cinq ans avec un syndicat de trois banques dirigé par M&T Bank, remplaçant et annulant sa ligne précédente de 80 millions. La facilité offre des prêts renouvelables engagés, des prêts swingline et des lettres de crédit, arrivant à échéance le 29 juillet 2030, permettant le réemprunt sous réserve de disponibilité.

Tarification et frais : les emprunts au taux de base portent une marge de 0,00 % à 0,75 %, et les prêts SOFR une marge de 1,00 % à 1,75 % — toutes deux inférieures à la facilité précédente. Les engagements non utilisés sont facturés trimestriellement entre 0,10 % et 0,20 %. Les montants en retard accumulent un supplément de 300 points de base.

Engagements : ratio d’endettement ≤3,0× EBITDA (avec augmentation temporaire pour les « acquisitions matérielles autorisées ») et couverture des charges fixes ≥1,20×. Les clauses négatives habituelles et les déclencheurs de défaut s’appliquent ; toutes les filiales américaines garantissent la dette.

Utilisation des fonds : refinancement de l’ancienne facilité, financement d’acquisitions, fonds de roulement et objectifs généraux de l’entreprise. La facilité élargie et moins coûteuse améliore la liquidité, prolonge la durée de cinq ans et ajoute une flexibilité structurelle pour une croissance stratégique.

Am 29. Juli 2025 schloss Transcat, Inc. (TRNS) eine neue fünfjährige gesicherte revolvierende Kreditfazilität über 150 Millionen US-Dollar mit einem dreibankigen Konsortium unter Führung der M&T Bank ab, die die vorherige Kreditlinie über 80 Millionen US-Dollar ersetzt und beendet. Die Fazilität bietet zugesagte revolvierende Darlehen, Swingline-Kredite und Akkreditive mit Fälligkeit am 29. Juli 2030 und ermöglicht eine Wiederaufnahme der Beträge je nach Verfügbarkeit.

Preisgestaltung & Gebühren: Darlehen zum Basiszinssatz haben eine Marge von 0,00%–0,75%, SOFR-Darlehen eine Marge von 1,00%–1,75% – beide niedriger als die ersetzte Fazilität. Nicht genutzte Zusagen werden vierteljährlich mit 0,10%–0,20% berechnet. Überfällige Beträge fallen mit zusätzlichen 300 Basispunkten an.

Klauseln: Verschuldungsgrad ≤3,0× EBITDA (mit temporärer Erhöhung für „wesentliche zulässige Akquisitionen“) und Deckungsgrad der Fixkosten ≥1,20×. Übliche Negativklauseln und Auslösebedingungen gelten; alle US-Tochtergesellschaften garantieren die Verbindlichkeiten.

Verwendung der Mittel: Refinanzierung der alten Fazilität, Finanzierung von Akquisitionen, Betriebskapital und allgemeine Unternehmenszwecke. Die erweiterte, kostengünstigere Fazilität verbessert die Liquidität, verlängert die Laufzeit um fünf Jahre und bietet strukturelle Flexibilität für strategisches Wachstum.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 28, 2025

OR

   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________________________ to ____________________________________

Commission File Number: 1-3390

Seaboard Corporation

(Exact name of registrant as specified in its charter)

Delaware

04-2260388

(State or other jurisdiction of incorporation)

(I.R.S. Employer Identification No.)

9000 West 67th Street, Merriam, Kansas

66202

(Address of principal executive offices)

(Zip Code)

(913) 676-8928

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock $1.00 Par Value

SEB

NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes   No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No  .

There were 959,193 shares of common stock, $1.00 par value per share, outstanding on July 22, 2025.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

SEABOARD CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

Three Months Ended

Six Months Ended

June 28,

June 29,

June 28,

June 29,

(Millions of dollars except share and per share amounts)

2025

    

2024

    

2025

    

2024

 

Net sales:

Products (includes sales to affiliates of $315, $312, $580 and $614)

$

2,020

$

1,802

$

3,856

$

3,594

Services (includes sales to affiliates of $9, $12, $20 and $19)

 

406

 

348

 

833

 

698

Other

 

54

 

59

 

107

 

108

Total net sales

 

2,480

 

2,209

 

4,796

 

4,400

Cost of sales and operating expenses:

Products

 

1,954

 

1,751

 

3,755

 

3,520

Services

 

322

 

289

 

651

 

586

Other

 

42

 

40

 

86

 

78

Total cost of sales and operating expenses

 

2,318

 

2,080

 

4,492

 

4,184

Gross income

 

162

 

129

 

304

 

216

Selling, general and administrative expenses

 

110

 

99

 

214

 

206

Operating income

 

52

 

30

 

90

 

10

Interest expense

 

(18)

 

(17)

 

(28)

 

(29)

Income from affiliates

 

29

 

23

 

42

 

42

Other income, net

49

10

48

46

Earnings before income taxes

 

112

 

46

 

152

 

69

Income tax benefit (expense)

 

(8)

 

15

 

(16)

 

14

Net earnings

$

104

$

61

$

136

$

83

Less: Net earnings attributable to noncontrolling interests

 

(2)

 

 

(2)

 

Net earnings attributable to Seaboard

$

102

$

61

$

134

$

83

Earnings per common share

$

105.22

$

62.82

$

138.11

$

85.47

Average number of shares outstanding

 

969,427

 

971,055

 

970,228

 

971,055

Other comprehensive income, net of income tax expense:

Foreign currency translation adjustment

 

15

 

 

 

(2)

Unrecognized pension cost

 

(1)

 

 

 

2

Other comprehensive income, net of tax

$

14

$

$

$

Comprehensive income

 

118

 

61

 

136

 

83

Less: Comprehensive income attributable to noncontrolling interests

 

(2)

 

 

(2)

 

Comprehensive income attributable to Seaboard

$

116

$

61

$

134

$

83

See accompanying notes to condensed consolidated financial statements.

2

SEABOARD CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

June 28,

December 31,

 

(Millions of dollars except share and per share amounts)

2025

    

2024

 

Assets

Current assets:

Cash and cash equivalents

$

117

$

98

Short-term investments

 

986

 

1,075

Receivables:

 

 

Trade

634

569

Due from affiliates

103

87

Other (includes $1 and $5 due from affiliates)

130

166

Total receivables

867

822

Allowance for credit losses

(35)

(31)

Receivables, net

832

791

Inventories

 

1,534

 

1,408

Other current assets

 

135

 

146

Total current assets

 

3,604

 

3,518

Property, plant and equipment, net of accumulated depreciation of $2,254 and $2,162

 

2,668

 

2,560

Operating lease right-of-use assets, net

342

382

Investments in and advances to affiliates

 

745

 

738

Goodwill

 

162

 

164

Deferred tax asset

7

69

Other non-current assets (includes $6 and $1 due from affiliates)

 

327

 

234

Total assets

$

7,855

$

7,665

Liabilities and Stockholders’ Equity

Current liabilities:

Lines of credit

$

516

$

314

Accounts payable (includes $33 and $31 due to affiliates)

 

317

 

418

Deferred revenue (includes $16 and $17 due to affiliates)

92

83

Operating lease liabilities

118

134

Other current liabilities

 

456

 

458

Total current liabilities

 

1,499

 

1,407

Long-term debt, less current maturities

 

984

 

987

Long-term operating lease liabilities

251

276

Accrued pension liability

70

67

Deferred tax liability

38

32

Other non-current liabilities

 

158

 

147

Total liabilities

 

3,000

 

2,916

Commitments and contingent liabilities

Stockholders’ equity:

Common stock of $1 par value. 1,250,000 shares authorized; 962,476 and 971,055 shares issued and outstanding, respectively

 

1

 

1

Accumulated other comprehensive loss

 

(376)

 

(376)

Retained earnings

 

5,210

 

5,104

Total Seaboard stockholders’ equity

 

4,835

 

4,729

Noncontrolling interests

 

20

 

20

Total equity

 

4,855

 

4,749

Total liabilities and stockholders’ equity

$

7,855

$

7,665

See accompanying notes to condensed consolidated financial statements.

3

SEABOARD CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

Accumulated

Other

Common

Comprehensive

Retained

Noncontrolling

(Millions of dollars)

Stock

Loss

Earnings

Interests

Total

Balances, December 31, 2023

$

1

$

(410)

$

5,025

$

18

$

4,634

Comprehensive income:

Net earnings

22

22

Other comprehensive income, net of tax

Dividends on common stock ($2.25/share)

(2)

(2)

Balances, March 30, 2024

$

1

$

(410)

$

5,045

$

18

$

4,654

Comprehensive income:

Net earnings

61

61

Other comprehensive income, net of tax

Dividends on common stock ($2.25/share)

(2)

(2)

Balances, June 29, 2024

$

1

$

(410)

$

5,104

$

18

$

4,713

Balances, December 31, 2024

$

1

$

(376)

$

5,104

$

20

$

4,749

Comprehensive income:

Net earnings

32

32

Other comprehensive loss, net of tax

(14)

(14)

Dividends on common stock ($2.25/share)

(2)

(2)

Balances, March 29, 2025

$

1

$

(390)

$

5,134

$

20

$

4,765

Comprehensive income:

Net earnings

102

2

104

Other comprehensive income, net of tax

14

14

Distributions to noncontrolling interest

(2)

(2)

Repurchase of common stock

(24)

(24)

Dividends on common stock ($2.25/share)

(2)

(2)

Balances, June 28, 2025

$

1

$

(376)

$

5,210

$

20

$

4,855

See accompanying notes to condensed consolidated financial statements.

4

SEABOARD CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended

 

June 28,

June 29,

(Millions of dollars)

2025

    

2024

 

Operating activities:

Net earnings

$

136

$

83

Adjustments to reconcile net earnings to cash from operating activities:

Depreciation and amortization

 

158

 

142

Deferred income taxes

 

69

 

(30)

Income from affiliates

 

(42)

 

(42)

Dividends received from affiliates

 

37

 

40

Investment gains, net

 

(25)

 

(23)

Other, net

 

16

 

5

Changes in assets and liabilities:

Receivables, net of allowance for credit losses

 

(54)

 

(59)

Inventories

 

(132)

 

54

Other assets

 

1

 

(10)

Accounts payable

(103)

(77)

Other liabilities, exclusive of debt

 

 

(58)

Net cash from operating activities

 

61

 

25

Investing activities:

Purchase of short-term investments

 

(716)

 

(712)

Proceeds from the sale of short-term investments

 

824

 

721

Proceeds from the maturity of short-term investments

 

2

 

11

Capital expenditures

 

(260)

 

(237)

Proceeds from the sale of property, plant and equipment

 

16

 

15

Proceeds from the sale of non-consolidated affiliates

 

4

 

13

Purchase of long-term investments

 

(70)

 

(4)

Other, net

 

(1)

 

(13)

Net cash used in investing activities

 

(201)

 

(206)

Financing activities:

Uncommitted lines of credit, net

 

203

 

111

Draws under committed lines of credit

780

736

Repayments of committed lines of credit

(780)

(630)

Proceeds from payable to affiliate

29

Principal payments of long-term debt

 

(3)

 

(5)

Finance lease payments

(20)

(28)

Repurchase of common stock

 

(24)

 

Dividends paid

 

(4)

 

(4)

Other, net

 

(2)

 

(1)

Net cash from financing activities

 

150

 

208

Effect of exchange rate changes on cash and cash equivalents

 

9

 

(4)

Net change in cash and cash equivalents

 

19

 

23

Cash and cash equivalents at beginning of year

 

98

 

56

Cash and cash equivalents at end of period

$

117

$

79

See accompanying notes to condensed consolidated financial statements.

5

SEABOARD CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 – Basis of Presentation and Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements of Seaboard Corporation and its subsidiaries (“Seaboard”) have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not include certain information and disclosures required for comprehensive financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in Seaboard’s annual report on Form 10-K for the year ended December 31, 2024 (“2024 10-K”). The unaudited financial information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. Seaboard’s first three quarterly periods include approximately 13 weekly periods ending on the Saturday closest to the end of March, June and September. Results of operations and cash flows for the periods presented are not necessarily indicative of results to be expected for the full year.

Related-Party Transactions

Seaboard has investments in 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. As Seaboard conducts its agricultural commodity trading business with third parties, consolidated subsidiaries and non-consolidated affiliates on an interrelated basis, cost of sales on affiliate sales transactions cannot be distinguished without making numerous assumptions, primarily with respect to mark-to-market accounting for commodity derivatives. Purchases of raw materials or services from related parties included in cost of sales were $20 million and $17 million for the three months ended June 28, 2025 and June 29, 2024, respectively, and $35 million and $32 million for the six months ended June 28, 2025 and June 29, 2024, respectively.

Other Income, Net

The components of other income, net on the condensed consolidated statements of comprehensive income for the periods presented were as follows:

Three Months Ended

Six Months Ended

June 28,

June 29,

June 28,

June 29,

(Millions of dollars)

    

2025

2024

    

2025

    

2024

Interest and dividend income

$

14

$

17

$

35

$

36

Investment gains, net

37

5

25

23

Foreign currency losses, net

(1)

(11)

(10)

(12)

Miscellaneous, net

(1)

(1)

(2)

(1)

Total other income, net

$

49

$

10

$

48

$

46

Supplemental Cash Flow Information

Non-cash activities for the six months ended June 28, 2025 and June 29, 2024, included capital expenditures of $4 million and $11 million, respectively, that were in accounts payable. The following table includes supplemental cash and non-cash information related to leases. Seaboard reports the amortization of right-of-use (“ROU”) assets and changes in operating lease liabilities in other liabilities, exclusive of debt in the condensed consolidated statements of cash flows.

Six Months Ended

June 28,

June 29,

(Millions of dollars)

2025

2024

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

Operating cash flows from operating leases

$

83

$

92

Operating cash flows from finance leases

2

2

Financing cash flows from finance leases

20

28

ROU assets obtained in exchange for new lease liabilities:

Operating leases

$

33

$

73

Finance leases

33

1

6

SEABOARD CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)

During the second quarter of 2025, Seaboard sold the majority of its 2024 transferable federal investment tax credits for total proceeds of $77 million, which is included within deferred income taxes in the condensed consolidated statement of cash flows.

Inventories

With the passing of the U.S. Inflation Reduction Act of 2022, the federal blender’s credit was replaced by a new clean fuel production tax credit on January 1, 2025. Analogizing to International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance, Seaboard elects to recognize these production tax credits in inventories, with an offset to cost of sales, when the economic benefit of the credit is deemed probable. The production tax credits are carried at estimated fair value per the U.S. government model, net of a discount upon expected sale.

Goodwill

The change in the carrying amount of goodwill for the six months ended June 28, 2025 was related to foreign currency translation of $2 million within the Commodity Trading and Milling (“CT&M”) segment.

Recently Adopted Accounting Standards

In Seaboard’s 2024 10-K, Seaboard adopted Financial Accounting Standards Board (“FASB”) guidance that requires incremental segment disclosures including the disclosure of significant segment expenses regularly provided to Seaboard’s chief operating decision maker (“CODM”). These additional disclosures were effective for interim reporting periods beginning on January 1, 2025, and were applied retrospectively to the prior financial periods presented herein. See Note 7 to the condensed consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued guidance that requires additional detailed income tax disclosures related to standardization and disaggregation of information in the rate reconciliation and income taxes paid by jurisdiction. Seaboard will adopt this guidance in the Form 10-K for the year ended December 31, 2025. Seaboard is currently evaluating the impact this guidance will have on its disclosures.

In November 2024, the FASB issued guidance that requires disclosure of incremental income statement expense information on an annual and interim basis, primarily through additional expense disclosures including disaggregation of specific expense categories including, but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. Prospective application is required, and retrospective application is permitted. Seaboard will adopt this guidance for the annual reporting period beginning on January 1, 2027, and interim periods within the annual year beginning on January 1, 2028. Seaboard is currently evaluating the impact this guidance will have on its disclosures.

Note 2 – Investments

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

June 28,

December 31,

 

(Millions of dollars)

    

2025

2024

 

Domestic equity securities

$

239

$

205

Foreign equity securities

 

115

 

98

Domestic debt securities

498

635

Foreign debt securities

103

102

Money market funds held in trading accounts

31

28

Other trading securities

7

Total trading short-term investments

$

986

$

1,075

The unrealized gains related to trading securities still held at the end of the respective reporting period were $36 million and $24 million for the three- and six-month periods ended June 28, 2025, respectively, and $5 million and $18 million for the three- and six-month periods ended June 29, 2024, respectively.

Seaboard had $50 million and $40 million of short-term investments denominated in foreign currencies, primarily euros, as of June 28, 2025 and December 31, 2024, respectively.

As of June 28, 2025 and December 31, 2024, Seaboard had long-term investments of $211 million and $141 million, respectively, classified in other non-current assets on the condensed consolidated balance sheets. During the second quarter

7

SEABOARD CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)

of 2025, Seaboard invested $50 million in an investment company that owns corporate debt securities. The investment is measured using Net Asset Value (“NAV”) as a practical expedient. See Note 5 to the condensed consolidated financial statements for further discussion. The other long-term investments are primarily in real estate and are accounted for under the equity method of accounting.

Note 3 – Inventories

The following is a summary of inventories:

June 28,

December 31,

 

(Millions of dollars)

    

2025

    

2024

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

Hogs and materials

$

448

$

473

Pork products and materials

 

59

 

66

Grains, oilseeds and other commodities

 

485

 

367

Biofuels and related credits

245

221

Other

 

99

 

64

Total inventories at lower of FIFO cost and NRV

 

1,336

 

1,191

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

 

198

 

217

Total inventories

$

1,534

$

1,408

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

Lines of Credit

As of June 28, 2025, the outstanding balances under committed and uncommitted lines of credit were $175 million and $341 million, respectively. Of the total outstanding balance as of June 28, 2025, $231 million was denominated in foreign currencies with $129 million in euro, $83 million in South African rand, and the remaining in various other currencies. As of December 31, 2024, the outstanding balances under committed and uncommitted lines of credit were $175 million and $139 million, respectively. Of the total outstanding balance as of December 31, 2024, $83 million was denominated in foreign currencies, with $62 million in South African rand and the remaining in various other currencies. The weighted average interest rate for outstanding lines of credit was 5.10% and 6.47% as of June 28, 2025 and December 31, 2024, respectively.

In March 2025, Seaboard amended its committed line of credit agreement. The amendment decreased the amount available under the facility from $450 million to $300 million and extended the maturity date of the facility to March 23, 2026. This line of credit is secured by certain short-term investments, and bears interest at the Secured Overnight Financing Rate (“SOFR”) plus an applicable spread. Also in March 2025, Seaboard entered into an uncommitted line of credit agreement with up to $100 million of borrowing availability that is secured by certain eligible accounts receivable of its designated subsidiaries and matures on March 14, 2026. Borrowings under the facility bear interest based on SOFR plus an applicable spread. As of June 28, 2025, there were $5 million in outstanding borrowings under this uncommitted line, secured by $6 million of eligible accounts receivable, classified in Receivables, trade on the condensed consolidated balance sheet, pledged as collateral. Collateral is based on 110% of borrowings under the line.

Long-Term Debt

The following is a summary of long-term debt:

June 28,

December 31,

(Millions of dollars)

2025

2024

Term Loan due 2033

$

961

$

963

Foreign subsidiary obligations

1

1

Other long-term debt

37

38

Total debt at face value

999

1,002

Current maturities and unamortized costs

(15)

(15)

Long-term debt, less current maturities and unamortized costs

$

984

$

987

The Term Loan due 2033 credit agreement provides for quarterly payments on the $975 million original principal balance, with the balance due on November 10, 2033, the maturity date. The interest rate was 6.02% and 6.08% as of June 28, 2025

8

SEABOARD CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)

and December 31, 2024, respectively. Seaboard was in compliance with all financial and other restrictive debt covenants under this credit agreement as of June 28, 2025.

Legal Proceedings

Seaboard is subject to various legal proceedings and claims that arise in the ordinary course of business and otherwise, including those matters described below.

Seaboard accrues liabilities for loss contingencies when it is deemed probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If a range of loss is estimated, and some amount within that range appears to be a better estimate than any other amount within that range, then that amount is accrued. If no amount within the range can be identified as a better estimate than any other amount, Seaboard accrues the minimum amount in the range. For such matters where a loss is believed to be reasonably possible, but not probable, or the loss cannot be reasonably estimated, no accrual has been made.

Seaboard has made appropriate and adequate accruals for loss contingencies where necessary as of June 28, 2025. Substantially all of Seaboard’s contingencies are subject to uncertainties and, therefore, determining the likelihood of a loss or the measurement of any loss can be complex. Consequently, Seaboard is unable to estimate the range of reasonably possible loss in excess of the amounts accrued. Seaboard’s assessments, which result from a complex series of judgments about future events and uncertainties, are based on estimates and assumptions deemed reasonable by management, including an expected probable loss associated with settling or otherwise resolving such contingencies. These estimates and assumptions may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might change such estimates and assumptions.

At the end of each reporting period, Seaboard reviews information with respect to its legal proceedings, claims and other related loss contingencies and updates its accruals, disclosures and estimates of reasonably possible loss or range of loss based on such reviews. Costs for defending claims are expensed as incurred. Any receivable for insurance recoveries is recorded separately from the corresponding liability, and only if recovery is determined to be probable and reasonably estimable.

Seaboard believes that it has meritorious defenses to the claims asserted in the matters described below, and it intends to defend them vigorously, but litigation is inherently unpredictable and there can be no assurances as to their outcomes. Seaboard does not currently believe that any of these matters will have a material adverse effect on its business or its consolidated financial position, results of operations or cash flows. However, Seaboard could incur judgments, enter into settlements or revise its expectations regarding the outcome of matters, which could have a material adverse effect in the particular annual or quarterly period in which the amounts are accrued or paid.

Helms-Burton Act Litigation

On July 21, 2021, a lawsuit was filed by an individual, Odette Blanco de Fernandez (“Ms. de Fernandez”), and the heirs (“Inheritors”) and estates (“Estates”) of 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 complaints in each lawsuit seek unspecified damages (including treble damages) and pre-filing interest as provided in the Act; pre-judgment interest; attorneys’ fees, costs and expenses; and such other relief as is just and proper.

The Act provides that any person who knowingly and intentionally “traffics” in property which was confiscated by the Cuban government may be liable to any U.S. national who acquires an ownership interest in such property for money damages in an amount equal to the greater of the current fair market value of the property or the value of the property when confiscated, plus interest from the date of confiscation, reasonable attorneys’ fees and costs, and treble damages under certain circumstances. The complaint in each of the cases alleges that the Plaintiffs acquired ownership interests to a 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

9

SEABOARD CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)

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 Judgment and entered a Final Judgment (the “Summary Judgment”) in favor of Seaboard Marine. On September 1, 2022, the Plaintiffs appealed the Summary Judgment to the United States Court of Appeals for the Eleventh Circuit (“Court of Appeals”). On April 14, 2025, the Court of Appeals issued its ruling affirming in part and reversing in part the order of Summary Judgment. Seaboard Marine’s petition seeking further appellate relief was denied on June 10, 2025. On July 22, 2025, the Florida District Court issued an order setting a trial during the court’s two-week calendar period beginning February 9, 2026.

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 currently 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. In light of the Court of Appeals ruling, the parties filed a joint status report indicating their respective positions on whether and how this case should proceed.

Seaboard believes that it has meritorious defenses to the claims and intends to vigorously defend the litigation. 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 (“Seaboard Foods”) and Agri Stats, Inc., a company described in the complaint as a data sharing service. 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 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 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 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 the defendants’ motions to dismiss the amended complaints. On March 3, 2023, the Minnesota District Court granted the Plaintiffs’ Motions to Certify the Classes with respect to all three classes.

Additional standalone “direct action” plaintiffs filed similar actions in federal courts throughout the country, several of which named Seaboard Corporation as a defendant. Those actions filed in courts other than the District of Minnesota have been conditionally transferred to Minnesota for pretrial proceedings pursuant to an order by the Judicial Panel on Multidistrict Litigation. The states of New Mexico and Alaska filed civil cases in state court against substantially the same defendants, including Seaboard Foods and Seaboard Corporation, based on substantially similar allegations.

On June 12, 2023, Seaboard Foods entered into a settlement agreement with the putative direct purchaser plaintiff class (the “DPP Class”). The settlement with the DPP Class does not cover the claims of (a) “direct action” plaintiffs (“DPPs”) that opted-out of Seaboard’s settlement with the DPP Class and are continuing direct actions; (b) other direct purchasers that opted-out of the settlement (“Other Opt-Outs”) and may in the future file actions against Seaboard; (c) the Commercial and Industrial Indirect Purchaser Class (the “CIIP Class”); or (d) the End User Consumer Indirect Purchaser Plaintiff Class (the “EUCP Class”). Subsequent to the settlement with the DPP Class, Seaboard settled with some of the DPPs and Other Opt-Outs. Seaboard continues to litigate against the DPPs it has not settled with, but Seaboard will consider additional reasonable settlements where they are available. On June 18, 2024 and June 20, 2024, Seaboard Foods entered into settlement agreements with the CIIP Class and the EUCP Class. The settlement with the EUCP Class remains subject to court approval. Seaboard Foods entered into settlement agreements with the state of Alaska on August 7, 2024 and the Commonwealth of Puerto Rico on January 2, 2025. Seaboard believes that these settlements were in the best interests of Seaboard and its stakeholders in order to avoid the uncertainty, risk, expense and distraction of protracted litigation.

10

SEABOARD CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)

On March 31, 2025, the Minnesota District Court denied the defendants’ motion for summary judgment. Absent reconsideration or another change in circumstance, cases pending in the Minnesota District Court will proceed to trial and cases pending in other jurisdictions will be remanded to the courts in which the actions were brought. Seaboard has settled all actions originally brought in the Minnesota District Court. It is uncertain when the Minnesota District Court will remand the cases, including Seaboard’s, pending in other jurisdictions or when trials of those cases will be scheduled.

Seaboard believes that it has meritorious defenses to the claims alleged in these matters and intends to vigorously defend any matters not resolved by settlement. However, the outcome of litigation is inherently unpredictable and subject to significant uncertainties and, if unfavorable, could result in a material liability.

Cereoil and Nolston Litigation

On March 20, 2018, the bankruptcy trustee (the “Trustee”) for Cereoil Uruguay S.A. (“Cereoil”) filed a suit in the Bankruptcy Court of First Instance in Uruguay naming as parties Seaboard Corporation and its subsidiaries, Seaboard Overseas Limited (“SOL”) and Seaboard Uruguay Holdings Ltd. (“Seaboard Uruguay”). Seaboard Corporation has a 45% indirect ownership of Cereoil. The suit (the “Clawback Action”) seeks an order requiring Seaboard Corporation, SOL and Seaboard Uruguay to reimburse Cereoil the amount of approximately $22 million (approximately $30 million with interest at the statutory rate) (the “Clawback Amount”), 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. In the event of an adverse ruling, Seaboard and its two subsidiaries could be ordered to pay the Clawback Amount to Cereoil.

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 should be ordered to pay all liabilities of Cereoil, net of assets. The bankruptcy filing listed the U.S. dollar equivalent of liabilities of approximately $50 million and assets of approximately $30 million. Based on the information received from the Trustee on the administration of the case and the liquidation of assets, as of June 28, 2025, the U.S. dollar equivalent of liabilities was estimated to be approximately $45 million, and the liquidation value of the remaining assets is negligible. Seaboard believes that it has meritorious defenses to the claims alleged in this matter and intends to vigorously defend this matter. In the event of an adverse ruling, Seaboard Corporation and the other Cereoil Defendants could be ordered to pay the liabilities of Cereoil, net of any amounts received from the liquidation of Cereoil’s assets, and could be ordered to pay an inflation adjustment, interest, the Trustee’s fees and other expenses. Any award in this case should be reduced by the amount of any award in the Clawback Action described above that is paid to Cereoil.

On September 30, 2021, HSBC Bank (Uruguay) SA (“HSBC”), a creditor in the Cereoil bankruptcy proceeding pending in Uruguay, filed a suit in the U.S. District Court for the District of Kansas (the “Kansas District Court”) against Seaboard Corporation alleging claims for breach of contract, promissory estoppel, breach of the duty of good faith and fair dealing, unjust enrichment, fraud, negligent misrepresentation and fraud by concealment based upon a comfort letter, alleged statements by Cereoil personnel (including the Chief Financial Officer serving at the behest of Seaboard), and the same grain transactions that the Trustee challenges as fraudulent conveyances in the Cereoil bankruptcy in Uruguay discussed above. HSBC seeks $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 refiled 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 refiled 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 this matter. In the event of an adverse ruling, Seaboard Corporation could be ordered to pay HSBC the amounts described above.

On May 15, 2018, the Trustee for Nolston S.A. (“Nolston”) filed a suit in the Bankruptcy Court of First Instance in Uruguay that was served during the second quarter of 2018, naming as parties Seaboard Corporation and the other Cereoil Defendants. Seaboard has a 45% indirect ownership of Nolston. The Trustee contends that the Cereoil Defendants acted with willful misconduct to cause Nolston’s insolvency and should be ordered to pay all liabilities of Nolston, net of assets. The bankruptcy filing listed the U.S. dollar equivalent of liabilities of approximately $29 million and assets of approximately $15 million. Based on the administration of the case which resulted in duplicative claims made in the

11

SEABOARD CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)

Cereoil case and the liquidation of assets, as of June 28, 2025, the U.S. dollar equivalent of liabilities was estimated to be approximately $1 million, and there are no remaining assets with any value. Seaboard believes that it has meritorious defenses to the claims alleged in this matter and intends to vigorously defend this matter. In the event of an adverse ruling, Seaboard Corporation and the other defendants could be ordered to pay the liabilities of Nolston, and could be ordered to pay an inflation adjustment, interest, the Trustee’s fees and other expenses.

Note 5 – Derivatives and Fair Value of Financial Instruments

The following tables show assets and liabilities measured at fair value on a recurring basis and the level within the fair value hierarchy used to measure each category of assets and liabilities. Investments that are valued using NAV as a practical expedient are excluded from the fair value hierarchy. The trading securities classified as other current assets below are assets held for Seaboard’s deferred compensation plans.

June 28,

 

(Millions of dollars)

2025

Level 1

Level 2

Level 3

 

Assets:

Trading securities – short-term investments:

Domestic equity securities

$

239

$

239

$

$

Foreign equity securities

115

115

Domestic debt securities

498

6

492

Foreign debt securities

103

5

98

Money market funds held in trading accounts

 

31

 

31

Trading securities – other current assets

14

14

Derivatives

5

1

4

Total assets

$

1,005

$

411

$

594

$

Liabilities:

Derivatives

$

27

$

23

$

4

$

Total liabilities

$

27

$

23

$

4

$

December 31,

 

(Millions of dollars)

2024

Level 1

Level 2

Level 3

 

Assets:

Trading securities – short-term investments:

Domestic equity securities

$

205

$

205

$

$

Foreign equity securities

98

98

Domestic debt securities

635

158

477

Foreign debt securities

102

11

91

Money market funds held in trading accounts

28

28

Other trading securities

 

7

 

 

7

 

Trading securities – other current assets

17

17

Derivatives

30

17

13

Total assets

$

1,122

$

534

$

588

$

Liabilities:

Derivatives

$

5

$

5

$

$

Total liabilities

$

5

$

5

$

$

Financial instruments consisting of cash and cash equivalents, net receivables, accounts payable, and lines of credit are carried at cost, which approximates fair value as a result of the short-term nature of the instruments. The fair value of short-term investments is measured using multiple levels. Debt securities categorized as level 1 in the fair value hierarchy include debt securities held in mutual funds and exchange-traded funds.

Seaboard has an investment in a company that owns corporate debt securities subject to certain redemption restrictions until December 2026. Due to the lack of readily available market prices, this investment is measured using NAV as a practical expedient, and accordingly, is not classified in the fair value hierarchy table above. The NAV of this investment, based on the market value of the debt securities in the portfolio, was $51 million as of June 28, 2025.

12

SEABOARD CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)

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, the carrying amount approximates fair value. If Seaboard’s long-term debt was measured at fair value on its condensed consolidated balance sheets, it would have been classified as level 2 in the fair value hierarchy.

Seaboard’s operations are exposed to market risks from changes in commodity prices, foreign currency exchange rates, interest rates and equity prices. Seaboard uses various commodity derivative futures and options contracts to manage some of its risk of price fluctuations for raw materials and other inventories, finished product sales and firm sales commitments. Seaboard also enters into foreign currency exchange agreements to manage the foreign currency exchange rate risk with respect to certain transactions denominated in foreign currencies. From time to time, Seaboard enters into interest rate swap agreements to manage the interest rate risk with respect to certain variable-rate long-term debt and enters into equity futures contracts to manage the equity price risk with respect to certain short-term investments. Although management believes its derivatives are primarily economic hedges, Seaboard does not perform the extensive record-keeping required to account for these types of transactions as hedges for accounting purposes. These derivative contracts are recorded at fair value, with any changes in fair value recognized in the condensed consolidated statements of comprehensive income. As the derivative contracts are not accounted for as hedges, fluctuations in the related prices or rates could have a material impact on earnings in any given reporting period. The nature of Seaboard’s market risk exposure has not materially changed since December 31, 2024.

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

June 28,

December 31,

(Millions)

Metric

2025

2024

Commodities:

Grain

Bushels

32

33

Hogs and pork products

Pounds

40

134

Soybean oil

Pounds

39

3

Soybean meal

Tons

1

1

Foreign currencies

U.S. dollar

118

334

Credit risks associated with these derivative contracts are not significant because Seaboard minimizes counterparty exposure by dealing with credit-worthy counterparties and using margin accounts for some commodity contracts. As of June 28, 2025, the maximum amount of credit risk related to foreign currency contracts, had the counterparties failed to perform according to the terms of the contract, was $3 million.

The following table provides the fair value of each type of derivative held and where each derivative is included in the condensed consolidated balance sheets:

Asset 

Liability 

June 28,

December 31,

June 28,

December 31,

(Millions of dollars)

    

    

2025

    

2024

    

    

2025

    

2024

Commodities

 

Other current assets

$

2

$

17

 

Other current liabilities

$

23

$

5

Foreign currencies

 

Other current assets

 

3

 

13

 

Other current liabilities

 

4

 

Seaboard’s commodity derivative assets and liabilities are presented in the condensed consolidated balance sheets on a net basis, including netting the derivatives with the related margin accounts. As of June 28, 2025 and December 31, 2024, the commodity derivatives had a margin account balance of $59 million and $23 million, respectively, resulting in a net other current asset in the condensed consolidated balance sheets of $38 million and $35 million, respectively.

13

SEABOARD CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table provides the amount of gain (loss) recognized in income for each type of derivative and where it was recognized in the condensed consolidated statements of comprehensive income:

Three Months Ended

Six Months Ended

June 28,

June 29,

June 28,

June 29,

(Millions of dollars)

    

    

2025

    

2024

    

2025

    

2024

 

Commodities

 

Cost of sales

$

(9)

$

(21)

$

(14)

$

(55)

Foreign currencies

 

Cost of sales

 

(3)

 

5

 

(8)

 

4

Foreign currencies

 

Other income, net

 

(7)

 

3

 

(13)

 

5

Note 6 Stockholders’ Equity and Accumulated Other Comprehensive Loss

On May 21, 2025, Seaboard’s Board of Directors approved a share repurchase program authorizing the repurchase of up to $100 million of its outstanding shares of common stock (“Shares”) through December 31, 2027, unless extended or earlier terminated. Under the share repurchase program, Seaboard is authorized to repurchase Shares from time-to-time in the open-market, through block trades, in privately negotiated purchases, pursuant to a trading plan, or by other means, in accordance with federal securities laws and other applicable laws. The timing and volume of share repurchases will be determined by management at its discretion and will depend on a number of factors, including constraints specified in any applicable trading plans, the market price of the Shares, general business and market conditions, alternative investment opportunities, Seaboard’s financial condition and applicable legal requirements. The share repurchase program does not obligate Seaboard to acquire a minimum amount of Shares and the program may be modified, suspended or terminated at any time at Seaboard’s discretion.  

During the second quarter of 2025, Seaboard repurchased 8,579 Shares, and retained earnings decreased $24 million as a result of the purchases and related U.S. excise taxes. Shares repurchased were retired and became authorized and unissued shares. As of June 28, 2025, $76 million remained available for repurchase under this program.

The components of accumulated other comprehensive loss (“AOCL”), net of related taxes, were as follows:

Cumulative

Foreign

Cumulative

Currency

Unrecognized

Translation

Pension

(Millions of dollars)

Adjustment

Benefit (Cost)

Total

Balance December 31, 2023

$

(404)

$

(6)

$

(410)

Other comprehensive loss before reclassifications

 

(2)

 

 

(2)

Amounts reclassified from AOCL to net earnings

 

 

2

(a)  

 

2

Other comprehensive income (loss), net of tax

 

(2)

 

2

 

Balance March 30, 2024

$

(406)

$

(4)

$

(410)

Other comprehensive income before reclassifications

 

 

 

Amounts reclassified from AOCL to net earnings

 

 

 

Other comprehensive income, net of tax

 

 

 

Balance June 29, 2024

$

(406)

$

(4)

$

(410)

Balance December 31, 2024

$

(400)

$

24

$

(376)

Other comprehensive loss before reclassifications

 

(15)

 

 

(15)

Amounts reclassified from AOCL to net earnings

 

 

1

(a)  

 

1

Other comprehensive income (loss), net of tax

 

(15)

 

1

 

(14)

Balance March 29, 2025

$

(415)

$

25

$

(390)

Other comprehensive income before reclassifications

 

15

 

 

15

Amounts reclassified from AOCL to net earnings

 

 

(1)

(a)  

 

(1)

Other comprehensive income (loss), net of tax

 

15

 

(1)

 

14

Balance June 28, 2025

$

(400)

$

24

$

(376)

(a)This reclassification adjustment primarily represents the amortization of actuarial losses (gains) that were included in net periodic pension cost.

14

SEABOARD CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 7 – Segment Information

Seaboard has six reportable segments: Pork, CT&M, Marine, Liquid Fuels, Power, and Turkey. Seaboard’s remaining operations are not reportable segments, as defined by the applicable accounting standard, and are classified as All Other. Each of the six reportable segments is separately managed based on its diverse product or service. All Other primarily represents a sugar and alcohol production and processing operation in Argentina and a jalapeño pepper processing operation in Honduras. There have been no significant segment updates in the second quarter of 2025. For details on each segment’s respective products and services, see Note 13 to the consolidated financial statements included in Seaboard’s 2024 10-K.

Seaboard’s Chief Executive Officer serves as the CODM. The CODM assesses performance and makes key operating decisions based on total operating income (loss) and income (loss) from affiliates. The CODM uses this measure to compare to historical trends and the forecast to assess segment results, allocate capital, make strategic decisions and identify areas of opportunity. Operating income and income from affiliates for segment reporting is prepared on the same basis as that used for consolidated purposes under U.S. GAAP. The CODM does not receive proportionate consolidation information for equity method investments.

The following tables include certain segment information for the three and six months ended June 28, 2025 and June 29, 2024, and as of June 28, 2025 and December 31, 2024. The significant segment expense categories align with the information regularly provided to the CODM.

Three Months Ended June 28, 2025

All

Other

Inter-

Liquid

and

Segment

(Millions of dollars)

Pork

CT&M

Marine

Fuels

Power

Turkey

Corporate

Elims

Total

External net sales:

Products

$

511

$

1,339

$

$

146

$

$

24

$

$

2,020

Transportation

6

383

1

390

Energy

54

54

Other

12

4

16

Total external net sales

529

1,343

383

146

54

25

2,480

Intersegment net sales (a)

12

2

(14)

Total segment/consolidated net sales

$

541

$

1,343

$

385

$

146

$

54

$

25

$

(14)

$

2,480

Less significant segment expenses:

Cost of sales

488

1,298

315

168

40

23

(14)

2,318

Selling, general and administrative expenses

25

38

26

4

5

12

110

Total segment/consolidated operating income (loss)

$

28

$

7

$

44

$

(26)

$

9

$

(10)

$

$

52

Income from affiliates

8

3

1

17

29

Total operating income (loss) and income from affiliates

$

36

$

10

$

45

$

(26)

$

9

$

17

$

(10)

$

$

81

Depreciation and amortization expense

$

41

$

6

$

16

$

8

$

5

$

4

$

$

80

Capital expenditures

$

39

$

13

$

86

$

5

$

$

8

$

$

151

15

SEABOARD CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)

Three Months Ended June 29, 2024

All

Other

Inter-

Liquid

and

Segment

(Millions of dollars)

Pork

CT&M

Marine

Fuels

Power

Turkey

Corporate

Elims

Total

External net sales:

Products

$

522

$

1,127

$

$

118

$

$

35

$

$

1,802

Transportation

4

325

1

330

Energy

59

59

Other

14

4

18

Total external net sales

540

1,131

325

118

59

36

2,209

Intersegment net sales (a)

10

1

(11)

Total segment/consolidated net sales

$

550

$

1,131

$

326

$

118

$

59

$

36

$

(11)

$

2,209

Less significant segment expenses:

Cost of sales

528

1,066

282

141

38

36

(11)

2,080

Selling, general and administrative expenses

26

31

26

4

3

9

99

Total segment/consolidated operating income (loss)

$

(4)

$

34

$

18

$

(27)

$

18

$

(9)

$

$

30

Income from affiliates

6

8

1

8

23

Total operating income (loss) and income from affiliates

$

2

$

42

$

19

$

(27)

$

18

$

8

$

(9)

$

$

53

Depreciation and amortization expense

$

31

$

6

$

16

$

12

$

5

$

3

$

$

73

Capital expenditures

$

91

$

3

$

29

$

$

1

$

9

$

$

133

Six Months Ended June 28, 2025

All

Other

Inter-

Liquid

and

Segment

(Millions of dollars)

Pork

CT&M

Marine

Fuels

Power

Turkey

Corporate

Elims

Total

External net sales:

Products

$

979

$

2,558

$

$

267

$

$

52

$

$

3,856

Transportation

10

786

1

797

Energy

107

107

Other

26

10

36

Total external net sales

1,015

2,568

786

267

107

53

4,796

Intersegment net sales (a)

21

4

(25)

Total segment/consolidated net sales

$

1,036

$

2,568

$

790

$

267

$

107

$

53

$

(25)

$

4,796

Less significant segment expenses:

Cost of sales

988

2,448

636

311

83

51

(25)

4,492

Selling, general and administrative expenses

51

72

53

8

8

22

214

Total segment/consolidated operating income (loss)

$

(3)

$

48

$

101

$

(52)

$

16

$

(20)

$

$

90

Income from affiliates

16

7

2

17

42

Total operating income (loss) and income from affiliates

$

13

$

55

$

103

$

(52)

$

16

$

17

$

(20)

$

$

132

Depreciation and amortization expense

$

80

$

12

$

32

$

16

$

11

$

7

$

$

158

Capital expenditures

$

66

$

17

$

160

$

6

$

1

$

10

$

$

260

Total assets as of June 28, 2025(b)

$

2,057

$

1,778

$

1,106

$

671

$

303

$

373

$

1,567

$

$

7,855

Investment in affiliates as of June 28, 2025

$

159

$

166

$

41

$

$

3

$

373

$

3

$

$

745

16

SEABOARD CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)

Six Months Ended June 29, 2024

All

Other

Inter-

Liquid

and

Segment

(Millions of dollars)

Pork

CT&M

Marine

Fuels

Power

Turkey

Corporate

Elims

Total

External net sales:

Products

$

1,009

$

2,312

$

$

205

$

$

68

$

$

3,594

Transportation

7

657

2

666

Energy

107

1

108

Other

23

9

32

Total external net sales

1,039

2,321

657

205

107

71

4,400

Intersegment net sales (a)

19

2

(21)

Total segment/consolidated net sales

$

1,058

$

2,321

$

659

$

205

$

107

$

71

$

(21)

$

4,400

Less significant segment expenses:

Cost of sales

1,007

2,203

574

274

75

72

(21)

4,184

Selling, general and administrative expenses

54

66

52

7

7

20

206

Total segment/consolidated operating income (loss)

$

(3)

$

52

$

33

$

(76)

$

25

$

(21)

$

$

10

Income from affiliates

15

10

2

15

42

Total operating income (loss) and income from affiliates

$

12

$

62

$

35

$

(76)

$

25

$

15

$

(21)

$

$

52

Depreciation and amortization expense

$

60

$

12

$

32

$

22

$

10

$

6

$

$

142

Capital expenditures

$

171

$

5

$

41

$

7

$

3

$

10

$

$

237

Total assets as of December 31, 2024(b)

$

2,111

$

1,615

$

992

$

630

$

306

$

375

$

1,636

$

$

7,665

Investment in affiliates as of December 31, 2024

$

154

$

164

$

40

$

$

3

$

375

$

2

$

$

738

(a)Intersegment sales in the Pork segment primarily represent the sale of pork fat to the Liquid Fuels segment, which uses it as a feedstock in the renewable diesel and biodiesel production processes. Intersegment sales in the Marine segment primarily represent shipping services provided to the jalapeño pepper processing business. Intercompany transactions are eliminated in consolidation.
(b)Total assets for the Turkey segment represent Seaboard’s investment in Butterball, LLC. All Other and Corporate’s total assets primarily represent short-term investments held by Corporate; these investments were $978 million and $1 billion as of June 28, 2025 and December 31, 2024, respectively.

Note 8 – Subsequent Events

On July 4, 2025, the U.S. President signed into law the “One Big Beautiful Bill Act” (“OBBBA”). The OBBBA imposes various changes to U.S. federal income tax regulation, including restoring bonus depreciation, removing the requirement to capitalize and amortize domestic research and development expenditures, increasing interest deductibility and reducing certain international deductions. The OBBBA also included certain modifications to the Inflation Reduction Act of 2022, including extending the clean fuel production tax credit from 2027 through 2029. Effects of changes in tax laws, including retroactive changes, are recognized in the financial statements in the period that the changes are enacted. Seaboard is currently evaluating the potential impact of the OBBBA on its deferred tax balances and other changes required to its financial statements, which will be reflected in the third quarter 10-Q as the enactment date was after period end.  

In July 2025, the Power segment entered into an agreement to construct a new power-generating barge for operation in the Dominican Republic. The total cost estimate of the project is approximately $315 million, with $40 million of anticipated payments during the second half of 2025 based on milestones achieved.

17

Item 2.  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 included in this quarterly report on Form 10-Q and within Seaboard’s 2024 10-K. Certain statements in this report contain forward-looking statements. See the section entitled “Forward-looking Statements” 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.

LIQUIDITY AND CAPITAL RESOURCES

The primary objectives of Seaboard’s financing strategy are to effectively manage financial risks, ensure efficient liquidity for daily global operations and maintain balance sheet strength. Seaboard’s principal funding sources are generated from operating activities, short-term investments and borrowings from revolving lines of credit and term loans. Seaboard’s cash requirements primarily include funding for working capital, capital expenditures, strategic investments and other needs. Seaboard evaluates its overall liquidity at least on a quarterly basis, and management believes Seaboard’s combination of internally-generated cash, liquidity and borrowing capabilities will be adequate to meet all short-term and long-term commitments.

As of June 28, 2025, Seaboard had total net working capital of $2.1 billion, which includes $1.1 billion of cash and short-term investments. Of the total cash and short-term investments balance, $114 million was held by foreign subsidiaries. Seaboard considers substantially all foreign profits permanently reinvested in its foreign operations, except for previously-taxed undistributed earnings of Seaboard Marine. 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. as determination of the tax is not practical due to the complexity of the multi-jurisdictional tax environment in which Seaboard operates.

The following table presents a summary of Seaboard’s available borrowing capacity under lines of credit.

    

Total Amount

 

(Millions of dollars)

Available

Short-term uncommitted and committed lines

$

1,426

Amounts drawn against lines

 

(516)

Available borrowing capacity as of June 28, 2025

$

910

Available borrowing capacity fluctuates based on changes to the terms of line of credit agreements and draws needed to fund operations. During the first quarter of 2025, Seaboard entered into a collateralized uncommitted line of credit agreement with up to $100 million of borrowing availability that is secured by certain eligible accounts receivable and matures on March 14, 2026. Also, Seaboard reduced its borrowing capacity under the committed line of credit from $450 million to $300 million and extended the maturity date to March 23, 2026. See Note 4 to the condensed consolidated financial statements for more discussion. Seaboard will continue to evaluate opportunities to access efficient financing in the markets where it operates, leveraging low-cost funding to support its operations.

Seaboard had long-term debt of $984 million as of June 28, 2025, which included a Term Loan due 2033 of $961 million. Current maturities of long-term debt were $15 million as of June 28, 2025.

Cash Flows

Cash from operating activities was $61 million for the six months ended June 28, 2025, compared to $25 million in the same period of 2024. The change in operating cash flows was due to $77 million of proceeds from investment tax credit sales and an increase in earnings, adjusted for non-cash items of $100 million, partially offset by an increase in cash used for working capital of $138 million. The working capital fluctuation was primarily inventory-related due to timing of sales and inventory purchases in Seaboard’s CT&M segment. This segment primarily handles large shipments of grain, and the associated timing of deliveries can result in significant working capital fluctuations across periods.

Cash used in investing activities was $201 million for the six months ended June 28, 2025, compared to $206 million in the same period of 2024. During the six months ended June 28, 2025, Seaboard invested $260 million in property, plant and equipment, an increase of $23 million from the same period in the prior year. Of the total investment in 2025, $160 million was in the Marine segment, consisting primarily of installment payments on vessels under construction made

18

in accordance with milestones achieved throughout construction. Two new dual-fueled vessels were completed and delivered during the first half of 2025, and four others are expected to be completed and delivered during the remainder of 2025. The new dual-fueled vessels bring greater fuel efficiency, increased tonnage capacity, and a host of other advantages to the Marine segment’s fleet and create a better overall fleet balance of owned and chartered vessels. Cash flows from investing activities for short-term investments are part of Seaboard’s overall liquidity management strategy. Short-term investment purchases are a result of the investment of excess cash, asset allocation from the active management of the portfolio and re-investment of matured securities. More cash proceeds from sale of investments funded increased cash used for long-term investments of $66 million, including $50 million discussed in Note 2 to the condensed consolidated financial statements, as well as the increased investment in capital expenditures.

Cash from financing activities was $150 million for the six months of 2025, compared to $208 million in the same period of 2024. Cash flows from financing activities primarily include draws and repayments under committed and uncommitted revolving facilities held with financial institutions across multiple jurisdictions and currencies. The daily needs for working capital primarily influence changes in Seaboard’s borrowing balances. During the second quarter of 2025, Seaboard’s Board of Directors approved a share repurchase program authorizing the repurchase of up to $100 million of its Shares. As of June 28, 2025, Seaboard had repurchased $24 million of Shares. The share repurchase program does not obligate Seaboard to acquire a minimum amount of Shares, and Seaboard cannot predict when or if it will repurchase any Shares or the amount of any such repurchases.

Capital Expenditures and Other Cash Requirements

For the remainder of 2025, management has budgeted capital expenditures totaling approximately $385 million. The planned expenditures primarily include Marine segment installment payments on vessels under construction and Pork segment normal replacement of breeding herd and other investments expenditures. In July 2025, subsequent to the second quarter of 2025 period end, the Power segment entered into an agreement to construct a new power-generating barge for operation in the Dominican Republic. The total cost estimate of the project is approximately $315 million, with $40 million of anticipated payments during the second half of 2025 based on milestones achieved. Management anticipates paying for these capital expenditures from a combination of available cash, use of available short-term investments and Seaboard’s available borrowing capacity. There are no other material updates to our obligations as discussed in the 2024 10-K.

RESULTS OF OPERATIONS

Seaboard’s operations are heavily commodity-driven and financial performance for certain subsidiaries is very cyclical based on respective global commodity markets and trends in economic activity. During April 2025, the U.S. government imposed tariffs and trade restrictions on certain goods from some foreign jurisdictions. In response to these actions, some countries imposed retaliatory tariffs on certain goods produced in the U.S. The impact of the tariffs was not material to Seaboard’s second quarter of 2025 results, as some tariffs were reduced temporarily or paused; however, such activity has resulted in volatile commodity markets and uncertain global economic conditions. New tariffs were announced in July 2025 and the risk of additional tariffs, trade restrictions by the U.S. and other countries, and the status of certain trade agreements is uncertain and continues to evolve. Seaboard cannot be certain of the outcome, which could indirectly or directly adversely impact its future financial condition and results of operations. See Item 1A. Risk Factors for further discussion.

Net Sales

Net sales increased $271 million and $396 million for the three- and six-month periods of 2025, respectively, compared to the same periods in 2024. The increases for the three- and six-month periods primarily reflected higher CT&M segment sales of $212 million and $247 million, respectively, driven by higher volumes of commodities sold, Marine segment sales of $58 million and $129 million, respectively, due to higher voyage revenue, and Liquid Fuels segment sales of $28 million and $62 million, respectively from increased volumes and prices of fuel and environmental credits sold. See the net sales discussion by reportable segment below for more details.

Operating Income

Operating income increased $22 million and $80 million for the three- and six-month periods of 2025, respectively, compared to the same periods in 2024. The three-month period primarily reflected increases in operating income of $32 million in the Pork segment due to higher margins of pork products and market hogs sold and $26 million in the Marine segment driven by higher voyage revenue, partially offset by a $27 million decrease in CT&M segment operating income driven primarily by mark-to-market adjustments on derivative contracts. The six-month period primarily reflected an increase in operating income of $68 million in the Marine segment due to higher voyage revenue. See the operating income discussion by reportable segment below for more details.

19

Income Tax Expense

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 and adjusts for discrete items recorded during the period. The effective tax rate for the three- and six-month periods of 2025 increased compared to the same periods of 2024 primarily as a result of a decrease in the amount of investment tax credits generated and the impact of incremental Pillar Two taxes. The Organization for Economic Cooperation released Pillar Two as part of its Base Erosion and Profit Shifting initiative to ensure large multinational companies pay a minimum level of tax on the income arising in each jurisdiction where they operate. The adoption and effective dates of these rules vary by country and the rules include some temporary safe harbors. Several countries in which Seaboard operates enacted Pillar Two laws in 2024, and additional countries in which Seaboard has material operations, including the Isle of Man and The Bahamas, adopted Pillar Two rules effective in 2025. These jurisdictions had effective tax rates that were lower than 15% prior to implementing the new rules. Seaboard will continue to monitor legislative developments related to Pillar Two in the countries in which it operates and the potential impact on future results.

On July 4, 2025, the U.S. President signed into law the OBBBA. Seaboard is currently evaluating the potential impact of the OBBBA on its deferred tax balances and other changes required to its financial statements, which will be reflected in the third quarter 10-Q as the enactment date was after period end.

Segment Results

See Note 7 to the condensed consolidated financial statements for a reconciliation of net sales and operating income (loss) by reportable segment to consolidated net sales and consolidated operating income, respectively.

Pork Segment

Three Months Ended

Six Months Ended

June 28,

June 29,

$

%

June 28,

June 29,

$

%

(Millions of dollars)

    

2025

    

2024

Change

Change

2025

    

2024

Change

Change

Net sales

$

529

$

540

$

(11)

(2)

%

$

1,015

$

1,039

$

(24)

(2)

%

Operating income (loss)

$

28

$

(4)

$

32

800

%

$

(3)

$

(3)

$

-

%

Income from affiliates

$

8

$

6

$

2

33

%

$

16

$

15

$

1

7

%

The decrease in net sales for the three-month and six-month periods of 2025, compared to 2024 was driven by lower volumes of market hogs and pork products sold, primarily due to availability of hogs and timing of deliveries to the processing plants, which decreased sales $26 million and $62 million for the three- and six-month periods, respectively, partially offset by higher selling prices for both periods.

The increase in operating income for the three-month period of 2025 compared to 2024 reflected higher margins on pork products and market hogs sold, primarily due to higher selling prices and lower feed costs of $37 million due to price and volume. Operating income remained flat for the six-month period of 2025 compared to 2024. Higher margins on pork products and market hogs sold primarily due to higher selling prices and lower feed costs of $94 million were offset by a decrease in favorable adjustments to the lower of cost and net realizable value inventory reserve during the six months of 2024 with no adjustments in 2025, and an increase in legal claims expense. With improved pork prices and lower grain commodity costs, the inventory reserve decreased $42 million during 2024.

In April 2025, in response to U.S.-issued trade tariffs, China issued a series of escalating retaliatory tariffs on U.S. products, including pork, that were later reduced or delayed and are still pending final resolution. China has historically been an outlet for certain of Seaboard’s pork products and represented 3% of this segment’s total sales for the year ended December 31, 2024. The Pork segment’s results for the three- and six-month periods ended June 28, 2025 were not materially impacted by tariffs. Seaboard continues to monitor the current uncertainties with tariffs, including with respect to tariffs that could originate in other pork export destinations and potential indirect impacts. See Item 1A. Risk Factors for further discussion of risks associated with tariffs. While management anticipates the Pork segment will be profitable for the remainder of 2025, no assurances can be made as it is difficult to predict market prices for pork products, the cost of production or third-party hogs for future periods. 

20

CT&M Segment

Three Months Ended

Six Months Ended

June 28,

June 29,

$

%

June 28,

June 29,

$

%

(Millions of dollars)

    

2025

    

2024

Change

Change

2025

    

2024

 

Change

Change

Net sales

$

1,343

$

1,131

$

212

19

%

$

2,568

$

2,321

$

247

11

%

Operating income

$

7

$

34

$

(27)

(79)

%

$

48

$

52

$

(4)

(8)

%

Income from affiliates

$

3

$

8

$

(5)

(63)

%

$

7

$

10

$

(3)

(30)

%

Net sales increased for the three- and six-month periods of 2025 compared to 2024, primarily due to higher volumes of commodities sold, which increased sales $321 million and $502 million, respectively, partially offset by lower average sales prices, which decreased sales $109 million and $255 million, respectively. Sales prices for many of Seaboard’s products are directly affected by both domestic and worldwide supply and demand for commodities and competing products, all of which are determined by constantly changing market forces.

Operating income decreased for the three-month period of 2025 compared to 2024, primarily due to an increase of $20 million in mark-to-market losses on derivative contracts, which continue to fluctuate until final delivery of product. Operating income decreased for the six-month period primarily due to lower margins on certain commodities sold, partially offset by a decrease of $18 million in mark-to-market losses on derivative contracts. While management anticipates positive operating income, excluding the effects of mark-to-market adjustments, for this segment for the remainder of 2025, no assurances can be made as it is difficult to predict worldwide commodity price fluctuations and the uncertain political and economic conditions in the countries in which this segment operates.

Marine Segment

Three Months Ended

Six Months Ended

June 28,

June 29,

$

%

June 28,

June 29,

$

%

(Millions of dollars)

    

2025

    

2024

Change

Change

    

2025

    

2024

 

Change

Change

Net sales

$

383

$

325

$

58

18

%

$

786

$

657

$

129

20

%

Operating income

$

44

$

18

$

26

144

%

$

101

$

33

$

68

206

%

The increase in net sales for the three- and six-month periods of 2025 compared to 2024 was primarily due to higher cargo volumes and freight rates. Cargo volumes increased 9% and 10% and average freight rates increased 9% and 8% for the three- and six-month periods of 2025 compared to 2024, respectively. The increase in average freight rates was driven by various freight rate increases and a more favorable mix of cargo types.

The increase in operating income for the three- and six-month periods of 2025 compared to 2024 was primarily the result of higher voyage revenue, partially offset by higher voyage-related costs, such as stevedoring and slot costs which are primarily driven by higher cargo volumes. Many of this segment’s costs are variable in nature and the overall expense amounts will fluctuate as volumes increase or decrease. While management anticipates this segment will be profitable for the remainder of 2025, no assurances can be made as it is difficult to predict changes in cargo volumes, cargo rates, fuel costs or other voyage costs for future periods.

Liquid Fuels Segment

Three Months Ended

Six Months Ended

June 28,

June 29,

$

%

June 28,

June 29,

$

%

(Millions of dollars)

    

2025

    

2024

Change

Change

2025

    

2024

Change

Change

Net sales

$

146

$

118

$

28

24

%

$

267

$

205

$

62

30

%

Operating loss

$

(26)

$

(27)

$

(1)

(4)

%

$

(52)

$

(76)

$

(24)

(32)

%

The increase in net sales for the three- and six-month periods of 2025 compared to 2024 was driven by increases in fuel and environmental credit sales. More volumes of fuel sold increased sales $19 million and $39 million, and higher fuel prices increased sales $13 million and $32 million for the three- and six-month periods, respectively. Higher volumes primarily reflect increased renewable diesel sales as the renewable diesel plant was not operational for approximately four months during the first half of 2024 due to repairs as compared to regularly scheduled maintenance performed during June 2025. Higher sales prices and more volumes of environmental credits sold increased sales $14 million and $9 million, respectively for the three-month period. Environmental credit sales increased during the six-month period primarily due to more volumes sold which increased sales $37 million. These increases were partially offset by federal blender’s credits received of $28 million and $47 million in the three- and six-month periods ended June 29, 2024, respectively compared to none in 2025. With the passing of the Inflation Reduction Act of 2022, the federal blender’s credit expired

21

December 31, 2024 and was replaced by a new clean fuel production tax credit that is recorded as a reduction to cost of sales.

The decrease in operating loss for the three-month period of 2025 compared to 2024 was primarily due to increased sales offset by increased production costs, including higher feedstock costs. The decrease in operating loss for the six-month period of 2025 compared to 2024 primarily reflected more consistent production, partially offset by less income received on production tax credits as compared to the federal blender’s credits. The production tax credit value varies based on the greenhouse gas emissions factor of fuel produced and the value is less than the federal blender’s credit on a per-gallon basis. While management anticipates this segment will be profitable for the remainder of 2025, no assurances can be made as it is difficult to predict market prices for biodiesel, renewable diesel, environmental credits, production tax credits, the cost of feedstock, or production levels for future periods.

Power Segment

Three Months Ended

Six Months Ended

June 28,

June 29,

$

%

June 28,

June 29,

$

%

(Millions of dollars)

    

2025

    

2024

Change

Change

    

2025

    

2024

Change

Change

Net sales

$

54

$

59

$

(5)

(8)

%

$

107

$

107

$

-

%

Operating income

$

9

$

18

$

(9)

(50)

%

$

16

$

25

$

(9)

(36)

%

Net sales decreased for the three-month period of 2025 compared to 2024 primarily driven by lower power generation due to barge maintenance performed. Sales remained flat for the six-month period of 2025 compared to 2024, as less power generation was offset by higher spot market rates.

Operating income decreased for the three- and six-month periods of 2025 compared to 2024 driven by lower or flat net sales and higher fuel costs due to increases in heavy fuel consumption, which is more expensive than natural gas. While management anticipates this segment will be profitable for the remainder of 2025, no assurances can be made as it is difficult to predict fuel costs or the extent that spot market rates will fluctuate due to fuel costs or other power producers for future periods. 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

Three Months Ended

Six Months Ended

June 28,

June 29,

$

%

June 28,

June 29,

$

%

(Millions of dollars)

    

2025

    

2024

Change

Change

    

2025

    

2024

Change

Change

Income from affiliates

$

17

$

8

$

9

113

%

$

17

$

15

$

2

13

%

The Turkey segment represents Seaboard’s non-controlling 52.5% investment in Butterball, LLC (“Butterball”) which is accounted for using the equity method. The increase in Butterball’s net income of $17 million for the three-month period of 2025 compared to 2024 was primarily the result of increased volumes of turkey products sold of 11% partially offset by higher production costs of 6% associated with more volumes sold. Net income remained relatively flat for the six-month period of 2025 compared to 2024, primarily driven by 7% higher production costs due to bird health issues combined with increased sales volumes of 8%. Sales prices were not materially different from prior periods. While management anticipates this segment will be profitable for the remainder of 2025, no assurances can be made as it is difficult to predict market prices for turkey products or the cost of production for future periods.

As of June 28, 2025 and December 31, 2024, Butterball had total assets of $1.2 billion and $1.1 billion, respectively. Butterball’s summarized income statement information was as follows:

Three Months Ended

Six Months Ended

June 28,

June 29,

June 28,

June 29,

(Millions of dollars)

2025

    

2024

    

2025

    

2024

Net sales

$

444

$

407

$

819

$

777

Operating income

$

31

$

18

$

28

$

34

Net earnings

$

31

$

14

$

31

$

29

CRITICAL ACCOUNTING ESTIMATES

The preparation of Seaboard’s condensed consolidated financial statements requires Seaboard to make estimates, judgments and assumptions. A summary of significant accounting policies and critical accounting estimates is included in Seaboard’s 2024 10-K. Other than the update to significant accounting policies discussed in Note 1 to the condensed

22

consolidated financial statements, there were no other changes to significant accounting policies or critical accounting estimates during the six months ended June 28, 2025.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Seaboard is exposed to various types of market risks in its day-to-day operations. Primary market risk exposures result from changing commodity prices, foreign currency exchange rates, interest rates and equity prices. Occasionally, Seaboard utilizes derivative instruments to manage these overall market risks. The nature of Seaboard’s market risk exposure related to these items has not changed materially since December 31, 2024. See Note 5 to the condensed consolidated financial statements for further discussion of market risk exposure.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures — Seaboard’s management evaluated, under the direction of the Chief Executive and Chief Financial Officers, the effectiveness of Seaboard’s disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of June 28, 2025. 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 required by Exchange Act Rule 13a-15(f) that occurred during the fiscal quarter ended June 28, 2025 that have materially affected, or are reasonably likely to materially affect, Seaboard’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

For information related to Seaboard’s legal proceedings, see Note 4 to the condensed consolidated financial statements.

Item 1A. Risk Factors

Except for the update to the risk factor set forth below, there have been no material changes in the risk factors as previously disclosed in Seaboard’s 2024 10-K.

Operational Risks

(1)Changes in and Uncertainty of U.S. Trade Policy and the Impact of Any Tariffs, Trade Sanctions or Similar Government Actions Could Adversely Impact Seaboard’s Business. The U.S. recently instituted certain changes, and proposed additional changes, in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., and other government regulations affecting trade between the U.S. and other countries where Seaboard conducts business. Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, or countermeasures imposed in response to such government actions, have and could further i) reduce Seaboard’s ability to sell products in certain geographical markets or worst-case globally, ii) increase the costs for Seaboard’s imported materials and equipment, or iii) lower overall revenues and margins, any of which could have a material adverse impact on Seaboard’s business and financial condition. Specifically, certain previously exported products for Seaboard Foods may have to be rendered in the U.S. if other markets cannot be identified, which would negatively impact margins further. Changes in tariffs and trade restrictions can be, and have been, announced with little or no advance notice, and are difficult to predict, which makes the associated risks difficult to anticipate and mitigate, if even possible. If Seaboard is unable to navigate further changes in U.S. or international trade policy, it could have a material adverse impact on Seaboard’s business and financial condition. Furthermore, sustained uncertainty about, or worsening of, current global economic conditions and further tariffs and escalations of tensions between the U.S. and its trading partners could result in a global economic slowdown and long-term changes to global trade.

23

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth information concerning any purchases made by or on behalf of Seaboard or any “affiliated purchaser” (as defined by applicable rules of the Securities and Exchange Commission) of Shares during the second quarter of the fiscal year covered by this report.

Issuer Purchases of Equity Securities

Approximate

Total Number

Dollar Value

of Shares

of Shares that May

Purchased as Part

Yet Be Purchased

Total Number

of Publicly

Under the Plans

of Shares

Average Price

Announced Plans

or Programs (1)

Period

Purchased (1)

Paid per Share (2)

or Programs (1)

(in millions)

March 30, 2025 to April 30, 2025

$

$

100

May 1, 2025 to May 31, 2025

1,786

2,660

1,786

95

June 1, 2025 to June 28, 2025

6,793

2,819

6,793

76

Total

8,579

8,579

(1)On May 21, 2025, Seaboard announced that its Board of Directors approved a share repurchase program authorizing the repurchase of up to $100 million of Shares through December 31, 2027, unless extended or earlier terminated. All purchases during the quarter were made pursuant to this share repurchase program. See Note 6 to the condensed consolidated financial statements for further discussion of the program.
(2)Average price paid per share includes costs associated with the repurchases, except for the cost of any associated excise tax.

Item 5.  Other Information

During the three months ended June 28, 2025, no director or officer of Seaboard adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. There were no reportable events during the quarter ended June 28, 2025 otherwise reportable under this Item 5.

Item 6.

    

Exhibits

Exhibit No.

Description

10.1*

Amendment No. 1 to the Seaboard Corporation Pension Plan dated June 11, 2025.

10.2*

Amendment No. 2 to the Seaboard Marine Pension Plan dated June 11, 2025.

31.1

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

31.2

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

32.1

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

32.2

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

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Management contract or compensatory plan or arrangement.

24

Forward-looking Statements

This Form 10-Q contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including with respect to the financial condition, results of operations, plans, objectives, future performance and business of Seaboard. Forward-looking statements generally may be identified as statements that are not historical in nature and statements preceded by, followed by or that include the words “believes,” “expects,” “may,” “will,” “should,” “could,” “anticipates,” “estimates,” “intends” or similar expressions. In more specific terms, forward-looking statements, include without limitation: statements concerning projection of revenues, income or loss, adequate liquidity levels, capital expenditures, capital structure or other financial items, including the impact of mark-to-market accounting on operating income; statements regarding the plans and objectives of management for future operations; statements of future economic performance; statements regarding the intent, belief or current expectations of Seaboard and its management with respect to: (i) Seaboard’s ability to obtain adequate financing and liquidity; (ii) the price of feed stocks and other materials used by Seaboard; (iii) the sales price or market conditions for pork, agricultural commodities, renewable diesel, biodiesel and related environmental credits, turkey and other products and services; (iv) the recorded tax effects under certain circumstances and expected changes in tax laws and effects thereof; (v) the volume of business and working capital requirements associated with the competitive trading environment for the CT&M segment; (vi) the charter hire rates and fuel prices for vessels; (vii) the fuel costs and related spot market prices for electricity in the Dominican Republic; (viii) the effect of the fluctuation in foreign currency exchange rates; (ix) the profitability or sales volume of any of Seaboard’s segments; (x) the anticipated costs and completion timetables for Seaboard’s scheduled capital improvements, acquisitions and dispositions; (xi) the productive capacity of facilities that are planned or under construction, and the timing of the commencement of operations at such facilities; (xii) potential future impact on Seaboard’s business of new legislation, rules or policies; (xiii) adverse results in pending or future litigation matters; (xiv) Seaboard’s ability to realize deferred tax assets or the need to record valuation allowances in future periods; (xv) expectations regarding future regulatory developments or other matters and whether such matters will or will not have a material adverse effect on Seaboard’s results of operations, business or financial condition, including any preliminary estimates of such effects; (xvi) Seaboard’s ability to trade with foreign customers and operate abroad and the impacts of trade restrictions, tariffs and similar government actions; (xvii) Seaboard’s share repurchase program; or (xviii) 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. Such factors include risks associated with international operations, including the ongoing conflict between Russia and Ukraine and tensions in the Middle East, deterioration of economic conditions, interest rate fluctuations, inflation, systemic pressures in the banking industry, including potential disruptions in credit markets, supply chain and labor market disruptions, stock price fluctuations, decentralization of operations, investments in non-consolidated affiliates, inherent uncertainties in the determination of the valuation allowance on deferred income tax assets, cyber-attacks and cybersecurity breaches, the food industry, health risks to animals, fluctuations in commodity prices, increases in costs of purchases, difficulties in obtaining and retaining appropriate personnel, the loss or closure of principal properties, disruptions of operations of suppliers and co-packers, ocean transportation, fluctuations in fuel costs, general risks of litigation, compliance with complex rules and regulations, including stringent environmental regulation and measures to address climate change, risks associated with trade restrictions, tariffs and similar government actions, changes in tax laws, and specific risks relating to Seaboard’s segments. The information contained in this report, including without limitation the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the information included under the caption “Risk Factors” in Seaboard’s latest annual report on Form 10-K, as supplemented by the information included under the caption “Risk Factors” in this quarterly report on Form 10-Q, describes these factors and identifies other important factors that could cause such differences.

25

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Seaboard Corporation

(Registrant)

by:

/s/ David H. Rankin

David H. Rankin

Executive Vice President, Chief Financial Officer

(principal financial officer)

Date: July 29, 2025

by:

/s/ Barbara M. Smith

Barbara M. Smith

Vice President, Corporate Controller

(principal accounting officer)

Date: July 29, 2025

26

FAQ

How much larger is Transcat's new credit facility compared to the prior one?

The new revolver is $150 million, nearly double the former $80 million facility.

When does the new TRNS credit facility mature?

It matures on July 29, 2030.

What are the interest rate spreads on the new facility?

Base-rate loans carry 0.00%–0.75%; SOFR loans carry 1.00%–1.75%, depending on leverage.

What leverage covenant does Transcat have to maintain?

A maximum leverage ratio of 3.0× EBITDA, with a temporary increase allowed for qualifying acquisitions.

What can Transcat use the new credit facility for?

Permitted uses include refinancing the old line, acquisitions, working capital and general corporate purposes.
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