UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from __________________________ to __________________________
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
(
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 |
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.
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).
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.
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
There were
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
SEABOARD CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
Three Months Ended | ||||||
April 2, | April 3, | |||||
(Millions of dollars except share and per share amounts) | 2022 |
| 2021 |
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Net sales: | ||||||
Products (includes affiliate sales of $ | $ | | $ | | ||
Services (includes affiliate sales of $ |
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Other |
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Total net sales |
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Cost of sales and operating expenses: | ||||||
Products |
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Services |
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Other |
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Total cost of sales and operating expenses |
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Gross income |
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Selling, general and administrative expenses |
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Operating income |
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Other income (expense): | ||||||
Interest expense |
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Interest income |
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Income from affiliates |
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Other investment income (loss), net |
| ( |
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Foreign currency gains, net |
| — |
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Miscellaneous, net |
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Total other income (loss), net |
| ( |
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Earnings before income taxes |
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Income tax expense |
| ( |
| ( | ||
Net earnings | $ | | $ | | ||
Less: Net income attributable to noncontrolling interests |
| ( |
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Net earnings attributable to Seaboard | $ | | $ | | ||
Earnings per common share | $ | | $ | | ||
Average number of shares outstanding |
| |
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Other comprehensive income, net of income tax expense of $ | ||||||
Foreign currency translation adjustment |
| ( |
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Unrecognized pension cost |
| — |
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Other comprehensive income, net of tax | $ | ( | $ | | ||
Comprehensive income |
| |
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Less: Comprehensive loss (income) attributable to noncontrolling interests |
| ( |
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Comprehensive income attributable to Seaboard | $ | | $ | | ||
See accompanying notes to condensed consolidated financial statements.
2
SEABOARD CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
April 2, | December 31, |
| ||||
(Millions of dollars except share and per share amounts) | 2022 |
| 2021 |
| ||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Short-term investments |
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Receivables, net of allowance for credit losses of $ |
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Inventories |
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Other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Operating lease right of use assets, net | | | ||||
Investments in and advances to affiliates |
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Goodwill |
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Other non-current assets |
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Total assets | $ | | $ | | ||
Liabilities and Stockholders’ Equity | ||||||
Current liabilities: | ||||||
Lines of credit | $ | | $ | | ||
Accounts payable |
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Deferred revenue | | | ||||
Operating lease liabilities | | | ||||
Other current liabilities |
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Total current liabilities |
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Long-term debt, less current maturities |
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Deferred income taxes |
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Long-term operating lease liabilities | | | ||||
Other liabilities |
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Total non-current liabilities |
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Commitments and contingent liabilities | ||||||
Stockholders’ equity: | ||||||
Common stock of $ |
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Accumulated other comprehensive loss |
| ( |
| ( | ||
Retained earnings |
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Total Seaboard stockholders’ equity |
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Noncontrolling interests |
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Total equity |
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Total liabilities and stockholders’ equity | $ | | $ | |
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, 2020 | $ | | $ | ( | $ | | $ | | $ | | ||||||
Comprehensive income: | ||||||||||||||||
Net earnings | — | — | | — | | |||||||||||
Other comprehensive income, net of tax | — | | — | — | | |||||||||||
Dividends on common stock ($ | — | — | ( | — | ( | |||||||||||
Balances, April 3, 2021 | $ | | $ | ( | $ | | $ | | $ | | ||||||
Balances, December 31, 2021 | $ | | $ | ( | $ | | $ | | $ | | ||||||
Comprehensive income: | ||||||||||||||||
Net earnings | — | — | | | | |||||||||||
Other comprehensive loss, net of tax | — | ( | — | — | ( | |||||||||||
Dividends on common stock ($ | — | — | ( | — | ( | |||||||||||
Balances, April 2, 2022 | $ | | $ | ( | $ | | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
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SEABOARD CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended |
| |||||
April 2, | April 3, | |||||
(Millions of dollars) | 2022 |
| 2021 |
| ||
Cash flows from operating activities: | ||||||
Net earnings | $ | | $ | | ||
Adjustments to reconcile net earnings to cash from operating activities: | ||||||
Depreciation and amortization |
| |
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Deferred income taxes |
| ( |
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Income from affiliates |
| ( |
| ( | ||
Dividends received from affiliates |
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Other investment loss (income), net |
| |
| ( | ||
Other, net |
| |
| ( | ||
Changes in assets and liabilities, net of dispositions: | ||||||
Receivables, net of allowance for credit losses |
| ( |
| ( | ||
Inventories |
| ( |
| ( | ||
Other assets |
| ( |
| ( | ||
Accounts payable | | | ||||
Other liabilities, exclusive of debt |
| ( |
| ( | ||
Net cash from operating activities |
| |
| ( | ||
Cash flows from investing activities: | ||||||
Purchase of short-term investments |
| ( |
| ( | ||
Proceeds from the sale of short-term investments |
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Proceeds from the maturity of short-term investments |
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Capital expenditures |
| ( |
| ( | ||
Purchase of long-term investments |
| ( |
| ( | ||
Proceeds from the sale of subsidiaries, net of cash sold | | — | ||||
Other, net |
| |
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Net cash from investing activities |
| ( |
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Cash flows from financing activities: | ||||||
Uncommitted lines of credit, net | | | ||||
Draws under committed lines of credit | | | ||||
Repayments of committed lines of credit |
| ( |
| ( | ||
Principal payments of long-term debt |
| ( |
| ( | ||
Dividends paid |
| ( |
| ( | ||
Other, net |
| ( |
| ( | ||
Net cash from financing activities |
| |
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Effect of exchange rate changes on cash and cash equivalents |
| |
| ( | ||
Net change in cash and cash equivalents |
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| ( | ||
Cash and cash equivalents at beginning of year |
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Cash and cash equivalents at end of period | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
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SEABOARD CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1 – Basis of Presentation and Accounting Policies
Basis of Presentation
The condensed consolidated financial statements include the accounts of Seaboard Corporation and its subsidiaries (“Seaboard”). These financial statements should be read in conjunction with the consolidated financial statements of Seaboard for the year ended December 31, 2021 as filed in its annual report on Form 10-K. Seaboard’s first three quarterly periods include approximately 13 weekly periods ending on the Saturday closest to the end of March, June and September. Seaboard’s year-end is December 31. Preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S.”) requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily indicative of results to be expected for the full year.
The unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows. Seaboard has consistently applied all accounting policies as disclosed in its latest annual report on Form 10-K to all periods presented in these condensed consolidated financial statements.
Supplemental Cash Flow Information
Non-cash investing activities for the three months ended April 2, 2022, included purchases of property, plant and equipment in accounts payable of $
Three Months Ended | |||||||||
April 2, | April 3, | ||||||||
(Millions of dollars) | 2022 | 2021 | |||||||
Cash paid for amounts included in the measurement of lease liabilities: | |||||||||
Operating cash flows from operating leases | $ | | $ | ||||||
Operating cash flows from finance leases | | | |||||||
Financing cash flows from finance leases | | | |||||||
ROU assets obtained in exchange for new lease liabilities: | |||||||||
Operating leases | $ | | $ | ||||||
Finance leases | | |
Goodwill and Other Intangible Assets
The change in the carrying amount of goodwill was related to foreign currency exchange differences of $
Income Taxes
Seaboard computes its year-to-date income tax provision by applying the estimated annual effective tax rate to year-to-date pre-tax income or loss and adjusts the provision for discrete tax items recorded in the period.
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Note 2 – Investments
The following is a summary of the estimated fair value of short-term investments classified as trading securities:
April 2, | December 31, | ||||||
(Millions of dollars) |
| 2022 | 2021 | ||||
Domestic equity securities | $ | | $ | | |||
Domestic debt securities | | | |||||
Foreign equity securities | | | |||||
Foreign debt securities | | | |||||
Money market funds held in trading accounts |
| |
| | |||
Other trading securities | | | |||||
Total trading short-term investments | $ | | $ | |
The change in unrealized gains (losses) related to trading securities still held at the end of the respective reporting period was ($
Seaboard had $
As of April 2, 2022 and December 31, 2021, Seaboard had long-term investments of $
Note 3 – Inventories
The following is a summary of inventories:
April 2, | December 31, |
| |||||
(Millions of dollars) |
| 2022 |
| 2021 | |||
At lower of FIFO cost and NRV: | |||||||
Hogs and materials | $ | | $ | | |||
Pork products and materials |
| |
| | |||
Grains, oilseeds and other commodities |
| |
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Biofuels and related credits | | | |||||
Sugar produced and in process |
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Other |
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Total inventories at lower of FIFO cost and NRV |
| | | ||||
Grain, flour and feed at lower of weighted average cost and NRV |
| |
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Total inventories | $ | | $ | |
Note 4 – Lines of Credit, Long-Term Debt, Commitments and Contingencies
Lines of Credit
As of April 2, 2022, the outstanding balances under committed and uncommitted lines of credit were $
7
Long-term Debt
Long-term debt includes borrowings under term loans and other contractual obligations for payment, including notes payable. The interest rate on the Term Loan due 2028 was
The following is a summary of long-term debt:
April 2, | December 31, | ||||||
(Millions of dollars) | 2022 | 2021 | |||||
Term Loans due 2028 | $ | | $ | | |||
Foreign subsidiary obligations | — | | |||||
Other long-term debt | | | |||||
Total debt at face value | | | |||||
Current maturities and unamortized discount and costs | ( | ( | |||||
Long-term debt, less current maturities and unamortized discount and costs | $ | | $ | |
Seaboard was in compliance with all restrictive debt covenants relating to these agreements as of April 2, 2022.
Legal Proceedings
On July 21, 2021, a lawsuit was filed by an individual, Odette Blanco de Fernandez, who alleges that she owns a claim to confiscated property, related persons who purportedly inherited claims to confiscated property (“Inheritors”) and estates of deceased persons who purportedly own claims to confiscated property (“Estates”) against Seaboard Corporation in the U.S. District Court for the District of Delaware 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 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 to 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
On June 28, 2018,
8
violation of U.S. antitrust laws by coordinating their output and limiting production, allegedly facilitated by the exchange of non-public information about prices, capacity, sales volume and demand through Agri Stats, Inc. The complaints on behalf of the putative classes of indirect purchasers also assert claims under various state laws, including state antitrust laws, unfair competition laws, consumer protection statutes, and common law unjust enrichment. The relief sought in the respective complaints includes treble damages, injunctive relief, pre- and post-judgment interest, costs and attorneys’ fees. On October 16, 2020, the District Court denied defendants’ motions to dismiss the amended complaints, but the District Court later dismissed all claims against Seaboard Corporation without prejudice.
In 2021 and 2022, additional standalone plaintiffs filed similar actions in other federal courts throughout the country, several of which name Seaboard Corporation as a defendant. These actions have been or are expected to be conditionally transferred to Minnesota for pretrial proceedings pursuant to an order by the Judicial Panel on Multidistrict Litigation. Also in 2021, the states of New Mexico and Alaska filed civil cases in state court against substantially the same defendants, including Seaboard Foods LLC and Seaboard Corporation, based on substantially similar allegations.
Seaboard believes that it has meritorious defenses to the claims alleged in these matters and intends to vigorously defend these matters. It is impossible at this stage either to determine the probability of a favorable or unfavorable outcome resulting from these suits, or to reasonably estimate the amount of potential loss or range of potential loss, if any, resulting from the suits.
On March 20, 2018, the bankruptcy trustee (the “Trustee”) for Cereoil Uruguay S.A. (“Cereoil”) filed a suit in the Bankruptcy Court of First Instance in Uruguay that was served during the second quarter of 2018 naming as parties Seaboard Corporation and its subsidiaries, Seaboard Overseas Limited (“SOL”) and Seaboard Uruguay Holdings Ltd. (“Seaboard Uruguay”). Seaboard Corporation has a
On April 27, 2018, the Trustee for Cereoil filed another suit in the Bankruptcy Court of First Instance in Uruguay that was served during the second quarter of 2018 naming as parties Seaboard Corporation, SOL, Seaboard Uruguay, all directors of Cereoil, including
In addition, in the event of an adverse ruling, the Bankruptcy Court of First Instance could order payment of the Trustee’s professional fees, interest, and other expenses. Any award in this case would offset against any award in the case described above filed on March 20, 2018.
On September 30, 2021, HSBC Bank (Uruguay) SA ("HSBC"), a creditor in the Cereoil bankruptcy proceeding pending in Uruguay, filed a suit in the U.S. District Court for the District of Kansas 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 $
9
On May 15, 2018, the Trustee for Nolston S.A. (“Nolston”) filed a suit in the Bankruptcy Court of First Instance in Uruguay that was served during the second quarter of 2018 naming as parties Seaboard and the other Cereoil Defendants. Seaboard has a
Seaboard is subject to various administrative and judicial proceedings and other legal matters related to the normal conduct of its business. The ultimate resolution of these items is not expected to have a material adverse effect on the condensed consolidated financial statements of Seaboard.
Guarantees
Certain of Seaboard’s non-consolidated affiliates have debt supporting their underlying operations. From time to time, Seaboard will provide guarantees of that debt in order to further Seaboard’s business objectives. As of April 2, 2022, guarantees outstanding were not material. Seaboard has not accrued a liability for any of the guarantees as the likelihood of loss is remote.
Note 5 – Employee Benefits
Seaboard has qualified defined benefit pension plans for its domestic salaried and clerical employees that were hired before January 1, 2014. Seaboard also sponsors non-qualified, unfunded supplemental executive plans.
The net periodic benefit cost for all of these plans were as follows:
Three Months Ended | |||||||
April 2, | April 3, |
| |||||
(Millions of dollars) |
| 2022 |
| 2021 |
| ||
Components of net periodic benefit cost: | |||||||
Service cost | $ | | $ | | |||
Interest cost |
| |
| | |||
Expected return on plan assets |
| ( |
| ( | |||
Amortization and other |
| |
| | |||
Net periodic benefit cost | $ | | $ | |
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Note 6 – 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. The trading securities classified as other current assets below are assets held for Seaboard’s deferred compensation plans.
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April 2, |
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(Millions of dollars) | 2022 | Level 1 | Level 2 | Level 3 |
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Assets: | |||||||||||||
Trading securities – short-term investments: | |||||||||||||
Domestic equity securities | $ | | $ | | $ | — | $ | — | |||||
Domestic debt securities | | | | — | |||||||||
Foreign equity securities |
| |
| |
| — |
| — | |||||
Foreign debt securities |
| |
| |
| |
| — | |||||
Money market funds held in trading accounts | | | — | — | |||||||||
Other trading securities |
| |
| — |
| |
| — | |||||
Trading securities – other current assets | | | | — | |||||||||
Long-term investment - BDC | | — | — | | |||||||||
Derivatives | | | | — | |||||||||
Total assets | $ | | $ | | $ | | $ | | |||||
Liabilities: | |||||||||||||
Contingent consideration | $ | | $ | — | $ | — | $ | | |||||
Derivatives | | | | — | |||||||||
Total liabilities | $ | | $ | | $ | | $ | |
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December 31, |
| ||||||||||||
(Millions of dollars) | 2021 | Level 1 | Level 2 | Level 3 |
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Assets: | |||||||||||||
Trading securities – short-term investments: | |||||||||||||
Domestic debt securities | $ | | $ | | $ | | $ | — | |||||
Domestic equity securities | | | — | — | |||||||||
Foreign equity securities | | | — | — | |||||||||
Foreign debt securities | | | | — | |||||||||
Money market funds held in trading accounts |
| |
| |
| — |
| — | |||||
Other trading securities |
| |
| — |
| |
| — | |||||
Trading securities – other current assets | | | | — | |||||||||
Long-term investment - BDC |
| |
| — |
| — |
| | |||||
Derivatives | | | | — | |||||||||
Total assets | $ | | $ | | $ | | $ | | |||||
Liabilities: | |||||||||||||
Contingent consideration | $ | | $ | — | $ | — | $ | | |||||
Derivatives | | | | — | |||||||||
Total liabilities | $ | | $ | | $ | | $ | |
Financial instruments consisting of cash and cash equivalents, net receivables, lines of credit and accounts payable are carried at cost, which approximates fair value as a result of the short-term nature of the instruments. The fair value of short-term investments is measured using multiple levels. Domestic and foreign debt securities categorized as level 1 in the fair value hierarchy include debt securities held in mutual funds and ETFs. Domestic debt securities categorized as level 2 include corporate bonds, mortgage-backed securities, asset-backed securities, U.S. Treasuries and high-yield securities. Foreign debt securities categorized as level 2 include foreign government or government related securities, corporate bonds, asset-backed securities and high-yield securities with a country of origin concentration outside the U.S.
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Seaboard has a long-term investment in a BDC that primarily lends to and invests in debt securities of privately held companies. This long-term investment is valued at net asset value (“NAV”), adjusted for a liquidity discount of $
The fair value of long-term debt is estimated by comparing interest rates for debt with similar terms and maturities. As Seaboard’s long-term debt is mostly variable-rate, its carrying amount approximates fair value. If Seaboard’s long-term debt was measured at fair value on its condensed consolidated balance sheets, it would have been classified as level 2 in the fair value hierarchy. See Note 4 for a discussion of Seaboard’s long-term debt.
Seaboard’s contingent consideration, classified in other non-current liabilities, is related to a 2018 acquisition. The fair value is dependent on the probability of the acquiree achieving certain financial performance targets using earnings before interest, taxes, depreciation and amortization (“EBITDA”) as a metric. The contingent consideration ranges between
Seaboard’s operations are exposed to market risks from changes in commodity prices, foreign currency exchange rates, interest rates and equity prices. Seaboard uses various commodity derivative futures and options to manage its risk of price fluctuations for raw materials and other inventories, finished product sales and firm sales commitments. Also, Seaboard enters into foreign currency exchange agreements to manage the foreign currency exchange rate risk with respect to certain transactions denominated in foreign currencies. 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 equity futures contracts to manage the equity price risk with respect to certain short-term investments. While management believes its derivatives are primarily economic hedges, Seaboard does not perform the extensive record-keeping required to account for these types of transactions as hedges for accounting purposes. These derivative contracts are recorded at fair value, with any changes in fair value recognized in the condensed consolidated statements of comprehensive income. As the derivative contracts are not accounted for as hedges, fluctuations in the related prices or rates could have a material impact on earnings in any given reporting period. The nature of Seaboard’s market risk exposure has not changed materially since December 31, 2021.
Seaboard had the following aggregated outstanding notional amounts related to derivative financial instruments:
April 2, | December 31, | ||||||||
(Millions) | Metric | 2022 | 2021 | ||||||
Commodities: | |||||||||
Grain | Bushels | | | ||||||
Soybean oil | Pounds | | | ||||||
Heating oil | Gallons | | | ||||||
Foreign currencies | U.S. dollar | | |
Credit risks associated with these derivative contracts are not significant as Seaboard minimizes counterparty exposure by dealing with credit-worthy counterparties and uses margin accounts for some contracts. At April 2, 2022, the maximum amount of credit risk, had the counterparties failed to perform according to the terms of the contract, was $
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 | ||||||||||||||||
April 2, | December 31, | April 2, | December 31, | ||||||||||||||
(Millions of dollars) |
|
| 2022 |
| 2021 |
|
| 2022 |
| 2021 | |||||||
Commodities |
| Other current assets | $ | | $ | |
| Other current liabilities | $ | | $ | | |||||
Foreign currencies | Other current assets | | | Other current liabilities | | |
Seaboard’s commodity derivative assets and liabilities are presented net in the condensed consolidated balance sheets, including netting the derivatives with the related margin accounts. As of April 2, 2022 and December 31, 2021, the
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