Seaboard Corporation

10/28/2025 | Press release | Distributed by Public on 10/28/2025 14:11

Quarterly Report for Quarter Ending September 27, 2025 (Form 10-Q)

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 September 27, 2025, Seaboard had total net working capital of $2.1 billion, which includes $1.2 billion of cash and short-term investments. Of the total cash and short-term investments balance, $158 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

$

1,437

Amounts drawn against lines

(513)

Available borrowing capacity as of September 27, 2025

$

924

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 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 $982 million as of September 27, 2025, which included a Term Loan due 2033 of $958 million. Current maturities of long-term debt were $14 million as of September 27, 2025.

Cash Flows

Cash from operating activities was $380 million for the nine months ended September 27, 2025, compared to $219 million in the same period of 2024. The change in operating cash flows was due to an increase in earnings, adjusted for non-cash items, of $147 million and $77 million of proceeds from investment tax credit sales, partially offset by an increase in cash used for working capital of $70 million. The working capital fluctuation was primarily inventory-related due to production tax credits in Seaboard's Liquid Fuels segment, and to a lesser extent, timing of sales and inventory purchases in Seaboard's CT&M segment. There have been no sales of production tax credits to monetize this inventory during 2025. The CT&M 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 $401 million for the nine months ended September 27, 2025, compared to $321 million in the same period of 2024. During the nine months ended September 27, 2025, Seaboard invested $427 million in property, plant and equipment, an increase of $54 million from the same period in the prior year.Of the total investment in 2025, $253 million was in the Marine segment, consisting primarily of installment payments on vessels under construction. Five new dual-fueled vessels were completed and delivered during the first nine months of 2025, and

the last of the original eight ordered vessels is expected to be delivered during the fourth quarter of 2025. In August 2025, Seaboard Marine entered into an agreement to build a ninth new vessel at approximately $75 million. 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 partially funded increased cash used for long-term investments of $66 million, including $50 million in a company that owns corporate debt securitiesdiscussed in Note 2 to the condensed consolidated financial statements.

Cash from financing activities was $117 million for the nine months of 2025, compared to $152 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 September 27, 2025, Seaboard had repurchased $38 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

For the remainder of 2025, management has budgeted capital expenditures totaling approximately $170 million. The planned expenditures primarily include Marine segment installment payments on vessels under construction and various Pork segment investments. 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.

Future Contractual Obligations

In the third quarter of 2025, the Power segment entered into an agreement to construct another power-generating barge for operation in the Dominican Republic that is expected to commence operations in 2028. The total cost estimate of this capital project is approximately $315 million, with installment payments due based on milestones achieved. A related fuel agreement was also signed during the third quarter with an estimated $1.3 billion commitment over the 10-year contract term beginning in 2028. There were no other material updates to Seaboard's 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 cyclical based on respective global commodity markets and trends in economic activity. During 2025, the U.S. government imposed tariffs and trade restrictions on certain goods from some foreign jurisdictions, and in response to these actions, some countries imposed retaliatory tariffs on certain goods produced in the U.S. The impact of tariffs has not been material to Seaboard's 2025 results; however, Seaboard continues to monitor the current uncertainties with tariffs. 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 of risks associated with tariffs.

Net Sales

Net sales increased $322 million and $718 million for the three- and nine-month periods of 2025, respectively, compared to the same periods in 2024. The increase for the three-month period primarily reflected higher CT&M segment sales of $235 million due to higher volumes of commodities sold, Marine segment sales of $51 million driven by higher cargo volumes and freight rates, and Pork segment sales of $41 million attributable to higher selling prices on pork products. The increase for the nine-month period primarily reflected higher CT&M segment sales of $482 million driven by higher volumes of commodities sold and Marine segment sales of $180 million due to higher cargo volumes and freight rates. See the net sales discussion by reportable segment below for more details.

Operating Income

Operating income increased $52 million and $132 million for the three- and nine-month periods of 2025, respectively, compared to the same periods in 2024. The three-month period primarily reflected increases in operating income of $46 million in the Pork segment due to higher margins of pork products and market hogs sold. The nine-month period primarily reflected an increase in operating income of $87 million in the Marine segment due to higher voyage revenue and $46 million in the Pork segment attributable to higher third-quarter margins on pork products and market hogs sold. See the operating income discussion by reportable segment below for more details.

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 nine-month periods of 2025 decreased compared to the same periods of 2024 primarily as a result of the $176 million valuation allowance adjustment that was recorded last year, partially offset by a decrease in the amount of investment tax credits generated due to less qualifying capital expenditure projects and the impact of incremental Pillar Two taxes. During the third quarter of 2024, Seaboard established a valuation allowance against its U.S. deferred tax asset balances as Seaboard's U.S. operations were in a historical three-year cumulative loss position. 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. The effective provisions of the OBBBA were reflected in Seaboard's financial results for the three months ended September 27, 2025, and there was no material impact to income tax expense.

The valuation allowance on certain U.S. deferred tax assets discussed above may reverse in the near future based upon forecasted financial results that could affect the realization of the deferred tax assets. An adjustment to reverse the valuation allowance would materially impact Seaboard's income tax expense and effective tax rate. Given the inherent uncertainty involved with forecasts, there can be no assurance as to the timing or amount of the reversal, if any. See Note 8 to the condensed consolidated financial statements for further discussion of the valuation allowance.

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

Nine Months Ended

Sept. 27,

Sept. 28,

$

Sept. 27,

Sept. 28,

$

(Millions of dollars)

2025

2024

Change

2025

2024

Change

Net sales

$

534

$

493

$

41

$

1,549

$

1,532

$

17

Operating income

$

58

$

12

$

46

$

55

$

9

$

46

Income from affiliates

$

7

$

6

$

1

$

23

$

21

$

2

Net sales for the three-month period of 2025 compared to 2024 increased $60 million due to higher prices for pork products and market hogs sold, partially offset by lower volumes of pork products and market hogs sold, which decreased sales $17 million. Net sales for the nine-month period of 2025 compared to 2024 increased $97 million due to higher prices for pork products and market hogs sold, partially offset by lower volumes of market hogs and pork products sold, which decreased sales $79 million. Lower sales volumes were primarily due to the availability of hogs and timing of deliveries to the processing plants.

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 $33 million. Operating income for the nine-month period of 2025 compared to 2024 is largely attributable to third quarter results, as operating income was flat for the first half of 2025 compared to 2024. During the first half of 2025, 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 ("LCNRV") inventory reserve in 2024 with no adjustments in 2025, and an increase in legal claims expense. With improved pork prices and lower grain commodity costs, the LCNRV inventory reserve decreased $42 million during the first half of 2024 and has not been needed since. 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 and the impact of tariffs for future periods.

CT&M Segment

Three Months Ended

Nine Months Ended

Sept. 27,

Sept. 28,

$

Sept. 27,

Sept. 28,

$

(Millions of dollars)

2025

2024

Change

2025

2024

Change

Net sales

$

1,350

$

1,115

$

235

$

3,918

$

3,436

$

482

Operating income

$

37

$

31

$

6

$

85

$

83

$

2

Income from affiliates

$

4

$

4

$

-

$

11

$

14

$

(3)

Net sales increased for the three- and nine-month periods of 2025 compared to 2024, primarily due to higher volumes of commodities sold, which increased sales $265 million and $768 million, respectively, partially offset by lower average sales prices on certain commodities, which decreased sales $30 million and $286 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 increased for the three- and nine-month periods of 2025 compared to 2024, primarily due to decreases of $11 million and $29 million, respectively, in mark-to-market losses on derivative contracts, which continue to fluctuate until final delivery of product, partially offset by lower margins on certain commodities sold. 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

Nine Months Ended

Sept. 27,

Sept. 28,

$

Sept. 27,

Sept. 28,

$

(Millions of dollars)

2025

2024

Change

2025

2024

Change

Net sales

$

375

$

324

$

51

$

1,161

$

981

$

180

Operating income (loss)

$

18

$

(1)

$

19

$

119

$

32

$

87

The increase in net sales for the three- and nine-month periods of 2025 compared to 2024 was primarily due to higher freight rates and cargo volumes. The increase in average freight rates was driven by various freight rate increases and a more favorable mix of cargo types. Cargo volumes increased 4% and 8% for the three- and nine-month periods of 2025 compared to 2024, respectively.

The increase in operating income for the three- and nine-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

Nine Months Ended

Sept. 27,

Sept. 28,

$

Sept. 27,

Sept. 28,

$

(Millions of dollars)

2025

2024

Change

2025

2024

Change

Net sales

$

178

$

182

$

(4)

$

445

$

387

$

58

Operating loss

$

(37)

$

(24)

$

(13)

$

(89)

$

(100)

$

11

The decrease in net sales for the three-month period of 2025 compared to 2024 was primarily due to the expiration of the federal blender's tax credit as of December 31, 2024, as $41 million of credits were recognized during the three-month period of 2024 compared to none in 2025. This decrease was partially offset by increases in environmental credit sales of $36 million, which was primarily due to higher prices on RINs and LCFS credits. Fuel sales were relatively flat with higher prices that increased sales $20 million, offset by lower volumes that decreased sales $19 million. With the passage of the Inflation Reduction Act of 2022, the expired federal blender's tax credit was replaced by a new clean fuel production tax credit that is recorded as a reduction to cost of sales. The increase in net sales for the nine-month period of 2025 compared to 2024 was driven by increases in fuel and environmental credit sales, partially offset by the expiration of the federal blender's tax credit, as $88 million of credits were recognized during the nine-month period of 2024 compared to none in 2025. Higher prices and volumes of fuel sold increased sales $51 million and $21 million, respectively, for the nine-month period of 2025 compared to 2024. Higher volumes and prices of environmental credits sold increased sales $39 million

and $35 million, respectively. The increase in volume of fuel and credits primarily related to 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.

The increase in operating loss for the three-month period of 2025 compared to 2024 was primarily due to lower income recognized from the production tax credits as compared to the federal blender's tax credits and 10% higher feedstock costs, partially offset by higher environmental credit revenue. The production tax credit for the three-month period in 2025 accounted for 40% of the total income generated by federal blender's tax credits in the same three-month period in 2024, inclusive of volume fluctuations. The production tax credit value varies based on the greenhouse gas emissions factor of fuel produced. The decrease in operating loss for the nine-month period of 2025 compared to 2024 primarily reflected more consistent production and higher market prices for fuel and environmental credits, partially offset by less income recognized from production tax credits and 20% higher feedstock costs. Production tax credit income for the nine-month period in 2025 accounted for 54% of the total income generated by federal blender's tax credits in the same nine-month period in 2024, inclusive of volume fluctuations. Based on current market conditions, management is uncertain whether this segment will be profitable for the remainder of 2025, and 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

Nine Months Ended

Sept. 27,

Sept. 28,

$

Sept. 27,

Sept. 28,

$

(Millions of dollars)

2025

2024

Change

2025

2024

Change

Net sales

$

69

$

66

$

3

$

176

$

173

$

3

Operating income

$

21

$

20

$

1

$

37

$

45

$

(8)

Net sales increased slightly for both the three- and nine-month periods of 2025 compared to 2024, reflecting fairly stable power generation and limited impact from fluctuations in spot market rates.

Operating income increased slightly for the three-month period and decreased for the nine-month period of 2025 compared to 2024. The year-to-date decline was driven primarily by higher fuel costs of $11 million due to increases in consumption of heavy fuel oil, which is more expensive than natural gas, partially offset by less maintenance costs of $3 million. 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, the oldest barge placed in service in 2012, 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

Nine Months Ended

Sept. 27,

Sept. 28,

$

Sept. 27,

Sept. 28,

$

(Millions of dollars)

2025

2024

Change

2025

2024

Change

Income from affiliates

$

26

$

6

$

20

$

43

$

21

$

22

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 $40 million for the three-month period of 2025 compared to 2024 was primarily the result of increased sales attributable to 13% higher volumes and 4% higher prices of turkey products sold, combined with lower costs per pound of 4% primarily due to lower feed costs and improved bird health. Net income for the nine-month period of 2025 compared to 2024 was largely due to third quarter results as the first half of 2025 remained relatively flat, primarily driven by 7% higher production costs due to bird health issues offset by increased sales volumes of 8%, as 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, the cost of production for future periods and impacts from diseases.

Butterball's summarized income statement information was as follows:

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

(Millions of dollars)

2025

2024

2025

2024

Net sales

$

567

$

484

$

1,386

$

1,261

Operating income

$

54

$

16

$

82

$

50

Net earnings

$

50

$

10

$

81

$

39

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 consolidated financial statements, there were no other changes to significant accounting policies or critical accounting estimates during the nine months ended September 27, 2025.

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