SEABOARD CORP DE

General Development of Business

Seaboard Corporation and its subsidiaries (collectively, “Seaboard”) together comprise a diversified group of companies that operate worldwide in agricultural and ocean transport businesses. Seaboard is primarily engaged in hog production and pork processing in the United States (“U.S.”); commodity trading and grain processing in Africa and South America; cargo shipping services in the U.S., Caribbean and Central and South America; sugar and alcohol production in Argentina; and electric power generation in the Dominican Republic. Seaboard also has an equity method investment in Butterball, LLC (“Butterball”), a producer and processor of turkey products.

Approximately 73% of the outstanding common stock of Seaboard is collectively owned by Seaboard Flour LLC and SFC Preferred, LLC, which are Delaware limited liability companies. Ellen Bresky, the Chairwoman of the Board of Directors (the “Board”), and other members of the Bresky family, including trusts created for their benefit, own the equity interests of Seaboard Flour LLC and SFC Preferred, LLC.

Seaboard’s diverse operations are relatively decentralized, with each segment having a management team that operates independently of the others. At certain segments, Seaboard uses vertical integration, achieved by acquisitions and investments in strategic joint ventures, to increase its supply chain reliability. All of Seaboard’s segments provide essential goods or services, including food, energy and transportation. Accordingly, most of Seaboard’s operations are heavily commodity-driven, resulting in high volatility due to market prices and a cyclical nature of financial performance.

Seaboard has six reportable segments: Pork, CT&M, Marine, Sugar and Alcohol, Power and Turkey. Each segment’s contribution to net sales and operating income (loss), and its respective assets and capital expenditures are included in Note 13 to the consolidated financial statements. Seaboard operates in over 45 countries, with a concentration in the U.S. and countries in Central and South America and Africa. Additional information regarding sales and property, plant and equipment located in foreign locations is included in Note 13 to the consolidated financial statements.

Description of Segments

Pork Segment - Seaboard, through its subsidiary Seaboard Foods LLC, is a vertically integrated pork producer that primarily produces and sells pork products to further processors, foodservice operators, distributors and grocery stores. This segment sells to U.S. customers and exports to Japan, Mexico, China and numerous other foreign markets. This segment’s operations consist of hog production facilities for genetic and commercial breeding, farrowing, nursery and finishing and its pork processing plant in Oklahoma.

Seaboard has a 50% investment in Seaboard Triumph Foods, LLC (“STF”), which operates a pork processing plant in Iowa, with a capacity to process approximately six million hogs annually. Seaboard and Triumph Foods, LLC (“Triumph”), an independent pork processor, supply a portion of the hogs processed at the STF plant. The Pork segment also has a 50% investment in Daily’s Premium Meats, LLC (“Daily’s”), which produces and markets raw and pre-cooked bacon using pork bellies primarily sourced from Seaboard, Triumph and STF, at its locations in Utah, Montana and Missouri. Seaboard accounts for these investments under the equity method of accounting. Seaboard has marketing agreements with STF, Daily’s and Triumph to market their products and has a margin-sharing arrangement with Triumph that considers the average sales price, standard costs and the mix of products sold from the Seaboard and Triumph plants.

The Pork segment produces biodiesel at facilities in Oklahoma and Missouri and renewable diesel at a facility in Kansas, which began operations in 2022. These products are produced from pork fat supplied by the pork processing plants and other animal fats and vegetable oils purchased from third parties. The Pork segment owns and operates a terminal facility in California with the capacity to blend, store and distribute fuel.* The renewable diesel facility and terminal facility have solar arrays which generate up to a total of 20 megawatts of electricity used to partially cover the facilities’ energy needs. This segment is constructing swine-derived renewable natural gas sites with its integrated model of hog operations, covered anaerobic digester lagoons and biomethane upgrading facilities at certain of its existing hog farms in Texas, Oklahoma and Kansas, with a few sites complete and in early stages of operations. *This segment generates environmental credits from its biodiesel, renewable diesel and renewable natural gas production, some of which are directly correlated to the various carbon reducing initiatives throughout the production and product transportation process. These credits are then sold to third parties.

CT&M Segment - Seaboard’s CT&M segment, which is managed under the name of Seaboard Overseas and Trading Group (“SOTG”), is an integrated agricultural commodity trading, processing and logistics company. Seaboard’s CT&M segment has ownership interests in several non-consolidated affiliates to further its business strategies. Overall, the CT&M segment, including its affiliates, has facilities in 26 countries, primarily in Africa and South America. The majority of the trading business is transported with chartered ships or vessels this segment owns.

Marine Segment - Seaboard, through its subsidiary, Seaboard Marine Ltd., and various foreign-affiliated companies and third-party agents, provides cargo shipping services in the U.S. and 27 countries in the Caribbean and Central and South America. This segment’s primary operations are in Miami, Florida, and include a marine terminal and an off-port warehouse for cargo consolidation and temporary storage. Scheduled port calls are made in Brooklyn, New York; Houston, Texas; New Orleans, Louisiana; Philadelphia, Pennsylvania; Wilmington, North Carolina; Savannah, Georgia; and various foreign ports in the Caribbean and Central and South America. A network of offices and agents are used to sell freight services, including transport of import and export cargo by truck or rail to and from various U.S. and foreign ports. This segment’s fleet consists of chartered and owned vessels, as well as dry, refrigerated and specialized containers.

Sugar and Alcohol Segment - Seaboard, through its subsidiary, Seaboard Energías Renovables y Alimentos S.R.L., operates a vertically integrated sugar and alcohol production facility in Argentina. This segment supplies most of the raw material processed in its facility with sugarcane grown on land that it owns. The sugar is primarily marketed locally, with some exports to other countries. The alcohol is marketed to industrial users and sold primarily as dehydrated alcohol to certain oil companies under the Argentine governmental bioethanol program, which requires alcohol to be blended with gasoline. This segment also owns a 51-megawatt cogeneration power plant, which is fueled by the burning of sugarcane by-products, natural gas and other biomass, like woodchips.

Power Segment - Seaboard, through its subsidiary, Transcontinental Capital Corp. (Bermuda) Ltd., is an independent power producer generating electricity for the Dominican Republic power grid. It is not directly involved in the transmission or distribution of electricity. Seaboard’s Power segment uses two power-generating barges for its current operations. The barge that began operations in 2012, named Estrella Del Mar II (“EDM II”), is capable of using natural gas or heavy fuel oil to produce up to 108 megawatts of electricity. The barge that began operations in 2022, named Estrella Del Mar III (“EDM III”), can generate approximately 150 megawatts of electricity using natural gas. While EDM II remains in operation in the Dominican Republic, Seaboard continues to explore strategic alternatives for this barge, including a sale or relocation.

Turkey Segment - Seaboard has a 52.5% investment in Butterball, a producer and processor of conventional and antibiotic-free turkey products. Butterball is a national supplier to retail stores, foodservice outlets and industrial entities, and to a lesser extent, exports products to Mexico and other foreign markets. Seaboard accounts for this investment under the equity method of accounting.

Other Businesses

Seaboard, through its subsidiary, Mount Dora Farms, Inc., processes jalapeño peppers at its plant in Honduras which are primarily shipped to and sold in the U.S.

Customers

Seaboard does not have sales to any one customer equal to 10% or more of its consolidated revenues. The Sugar and Alcohol segment had two bioethanol customers that collectively represented approximately 45% of its total sales in each of the last three years. The Power segment sells power in the Dominican Republic primarily to wholly government-owned distribution companies. The Turkey segment had two retail customers that collectively represented approximately 27% of its total sales in each of the last three years.

Competitive Conditions

Competition in Seaboard’s Pork segment comes from a variety of regional, national and international producers and processors and is based primarily on product quality, customer service and price. According toS&P Global in 2023, Seaboard Foods LLC was ranked number three in hog production in the U.S. based on only this segment’s sows in production and number four in pork processing in the U.S. based on daily processing capacity, including Triumph’s and STF’s capacity.

Seaboard’s CT&M segment faces competition from numerous traders around the world and imported grain-processed products or other local producers in the same industries.

Seaboard’s Marine segment faces competition based on price, reliable sailing frequencies and customer service.

Seaboard’s Sugar and Alcohol segment owns one of the largest sugar mills in Argentina and faces significant competition from other mills for sugar and alcohol sales in the local Argentine market.

For Seaboard’s Power segment, the Dominican government sets a cap on the electricity spot market prices and establishes the dispatch order of who sells into the power grid based on a merit list. To sell to the power grid, Seaboard competes with producers utilizing various types of fuel and generation technologies, including hydro, solar, wind, natural gas, heavy fuel

oil, diesel or coal. Renewable energy producers and producers who have lower variable operating costs to operate may receive dispatch preference from the Dominican government. EDM III, which was completed in 2022, uses gas turbines instead of engines and is more efficient than Seaboard’s dual-fueled barge, EDM II.

Competition in Seaboard’s Turkey segment comes from a variety of regional and national producers and processors within specific product categories and sales channels and is based primarily on brand, product quality, customer service and price.

Seasonal Business

The Turkey segment’s business is seasonal for whole birds and related products, with the holiday season driving the majority of those sales. Seaboard’s other segments are not seasonally dependent to any material extent.

Research and Development

The majority of Seaboard’s research and development occurs in the Pork segment. Within hog production operations, activities are directed at improving the genetics, health and feed efficiency of hogs. The processing plant activities focus on increasing meat quality, as well as other manufacturing process improvements. Seaboard has also invested research and development resources in the development of biodiesel plants, a renewable diesel facility and renewable biogas recovery facilities.

Raw Materials and Sources of Supply

During 2023, Seaboard raised 94% of the hogs processed at its processing plant, with the remaining hog requirements purchased primarily under a contract with an independent producer. The CT&M segment sources, transports and markets approximately 12 million metric tons per year of wheat, corn, soybeans, soybean meal and other commodities, generally purchased from farmers, grain elevators and wholesale merchants. Changes in origination sources, weather patterns, planting forecasts and consumption patterns may impact supply and demand and related commodity prices in this segment. The Sugar segment supplied approximately 80% of the sugar cane processed in its facility.

Fuel is a significant raw material for the Power segment. EDM III only operates on natural gas and there is only one supplier in the Dominican Republic. The dispatch of EDM II is dependent on the effective sourcing of heavy fuel oil or natural gas at competitive prices. The Power segment has entered into a long-term fuel supply agreement to ensure natural gas is available for EDM III’s operations. The Turkey segment purchases a significant portion of its grain used in the manufacturing of feed for its turkeys in North Carolina from Seaboard’s partner in Butterball. Also, Butterball purchases poults for its operations from one supplier that has multiple locations.

Intellectual Property

Seaboard believes there is recognition of the registered trademarks identified below in the various industries Seaboard serves. While Seaboard considers all of its intellectual and proprietary rights important, Seaboard believes its business as a whole is not materially dependent on any particular patent, trademark, license or other intellectual property right. The Pork segment uses trademarks, including Seaboard Foods®, Seaboard Farms®, Seaboard Energy®, Prairie Fresh®, Prairie Fresh USA Prime®, Our Farms, Our Commitment®, St. Joe Pork®, Cook-in Bag®, and PORKABILITIESTM. The CT&M segment uses trademarks, including Mothers Pride® and Zambia’s Pride® in Zambia, GMA® and Top Pain® in Ivory Coast, and GMD® and Jarga® in Senegal. The Marine segment uses trademarks, including Seaboard Marine® and Seaboard Solutions®. The Sugar and Alcohol segment uses trademarks, including Chango®, Chango Premium® and Tabacal®. The Turkey segment uses trademarks, including, Butterball®, Carolina Turkey® and Farm to Family Butterball®.

Human Capital Resources

Generally, Seaboard’s segments operate autonomously to implement the human capital strategies that best meet the diverse needs of the workforce, industry, competitive environment and legal requirements of the countries it operates in. This often includes developing location-specific employee benefits, policies, programs and practices. Although individual programs and benefits vary by location, all segments align with Seaboard’s core principles that emphasize health and safety, financial wellness, learning and development, and global diversity and acceptance.

As of December 31, 2023, Seaboard had approximately 13,000 total employees, of whom approximately 53% were in the U.S., 31% were in the Caribbean, Latin and South America and 16% were in Africa.

The following is an approximate employee breakdown by segment as of December 31, 2023:

Substantially all of the Pork segment’s hourly employees at its processing plant are covered by a collective bargaining agreement that expires in 2026. In the CT&M segment, approximately 41% of employees at mills, primarily in Africa and South America, are subject to collective bargaining agreements with various unions under agreements that expire between 2024 and 2025. In the Sugar and Alcohol segment, substantially all of its hourly mill employees in Argentina are covered by a collective bargaining agreement and it is renewed twice per year. Seaboard believes it has good relationships with its employees and their representative labor organizations.

Seaboard’s employees are critical to operational success and their health and safety is a top priority. All full-time domestic employees are eligible to receive medical and dental benefits and participate in wellness programs. The Power segment subsidizes 85% of the employee’s and families’ medical coverage. All CT&M and almost all Marine foreign locations have either company-subsidized private health coverage or public health coverage as mandated by their local governments. All employees of the Sugar and Alcohol segment are eligible for subsidized health coverage either through the company or under a union medical program. The Pork, Sugar and Alcohol and Power segments have onsite health clinics at their respective principal locations. Seaboard has various initiatives to protect the safety of the workforce. In the Pork segment, they employ 20 full-time safety professionals.

At times, recruitment and retention can be a challenge for certain locations in the Pork segment. In 2023, the Pork segment had a retention rate of approximately 78% primarily due to its nature of work and rural locations, and approximately 24% of the Pork segment’s workforce is dependent upon employment visas in different production areas. In the CT&M segment, which has operations in developing countries, challenges associated with safety and political instability exist from time to time, which may create challenges in identifying and retaining qualified local and expatriate personnel.

Flexible compensation and benefit strategies are developed by Seaboard’s segments to attract and retain employees and reduce turnover and associated costs. Seaboard provides competitive pay, paid time off, holidays and other benefits depending on location. All domestic employees that work a minimum number of hours are eligible to participate in the company-sponsored 401(k) retirement savings plan. At many of the foreign locations, Seaboard participates in government-required pension funds on behalf of its employees. Additional benefits are determined by the segment, but often include employee discounts on products produced such as meat and sugar in the Pork and Sugar and Alcohol segments.

Seaboard’s segments also provide on-the-job training and various professional development opportunities. For example, full-time employees with a minimum length of service in the Pork segment are eligible for tuition reimbursement, and the segment has developed a comprehensive training program to promote internal employees to management positions. In the Marine segment, employees are provided training courses through an online platform, including industry-specific, job-specific and general skills courses, and heavy equipment operators have a formal training program with a certain number of hours that must be met before promotion.

Because Seaboard operates around the world, Seaboard believes that global diversity and acceptance are critical for its continued success, including at the highest levels, where 40% of Seaboard’s Board are female, including the Chairwoman.

Governmental Regulations

Environmental Matters

Seaboard’s Pork segment and Turkey segment are subject to numerous federal, state and local laws and regulations relating to the environment, such as treatment of wastewater and air emissions, that require the expenditure of funds in the ordinary course of business. Seaboard’s Pork and Turkey segments do not anticipate making expenditures for these purposes that, in the aggregate, would have a material effect on Seaboard’s financial condition or results of operations. Seaboard’s Marine and CT&M segments’ vessels are subject to environmental regulations related to fuel efficiency, which may cause certain vessels to reduce their speed, potentially impacting voyage routes. Seaboard’s Power segment must receive permits from local authorities to operate, including environmental licenses, among others, and these permits may be canceled or not renewed. The segment is in the process of renewing the environmental permits for both EDM II and EDM III, and it is expected that each barge will have its corresponding permit valid for a minimum of 2 years.

Other Regulations

As a company with global operations, Seaboard is subject to complex foreign and U.S. laws and regulations, including food safety, labor laws, trade regulations, tariffs, import and export regulations, foreign exchange regulations and anti-bribery and corruption laws. Seaboard has policies and procedures in place to require compliance with these laws and regulations. To date, Seaboard’s compliance actions and costs relating to these laws, rules and regulations have not resulted in a material effect on Seaboard’s financial condition or results of operations. Governmental regulations are subject to change, and accordingly, Seaboard is unable to assess the possible effect of compliance with future requirements or whether compliance with such regulations will materially impact Seaboard’s business in the future.

Available Information

Access to all of Seaboard’s SEC filings, including its annual reports on Form 10-K, quarterly reports on 10-Q, current reports on 8-K and all amendments to those reports, is available, free of charge, on its website atwww.seaboardcorp.com/investors as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Seaboard does not intend for information contained in its website to be part of this Form 10-K. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC atwww.sec.gov.

Information About Seaboard’s Executive Officers

The following table lists the executive officers of Seaboard. Generally, executive officers are elected at the annual meeting of the Board following the Annual Meeting of Stockholders and hold office until the next such annual meeting or until their respective successors are duly chosen and qualified. There are no arrangements or understandings pursuant to which any executive officer was elected.

Mr. Steer has served as President and Chief Executive Officer since July 2020. Prior to that, he served as Executive Vice President, Chief Financial Officer from April 2011 to December 2020.

Mr. Rankin has served as Executive Vice President, Chief Financial Officer since December 2020. Prior to that, he served as Senior Vice President, Taxation and Business Development since April 2015.

Mr. Becker has served as Executive Vice President, General Counsel and Secretary since December 2020 and previously as Senior Vice President, General Counsel and Secretary since April 2011.

Mr. Tywater has served as Senior Vice President, Audit Services since December 2020 and previously as Vice President, Audit Services since November 2008.

Ms. Smith has served as Vice President and Corporate Controller since March 2023 and previously as Assistant Corporate Controller since May 2015.

Mr. Hodes has served as Vice President, Finance since December 2020 and previously as Finance Director since December 2019. Prior to that, he served as Finance Manager since 2015.

Ms. Hoskins has served as Vice President and Treasurer since December 2020 and previously as Assistant Treasurer since 2006.

Ms. Loudon has served as Vice President, Tax since December 2020 and previously as Tax Director since January 2017.

Mr. Hubler has served as Assistant Secretary since April 2019, and as Vice President and General Counsel with Seaboard Foods LLC since January 2022. Prior to that, he was the Associate General Counsel at Seaboard Corporation since October 2018.

Mr. Holden has served as Assistant Secretary since June 2010, and served as Vice President and General Counsel with SOTG until October 2023 when he was named SOTG Vice President and Chief Compliance Officer.

Ms. Cerezo Baena has served as Assistant Secretary since April 2023 and as Senior Corporate Counsel since 2020. Prior to joining Seaboard, Ms. Cerezo Baena was an associate at the law firm of Davis Graham & Stubbs LLP since September 2015. Ms. Cerezo Baena is not related to Douglas W. Baena, Seaboard’s Lead Independent Director and Member of the Audit Committee.

Ms. Beltz-Vacas has served as Assistant Treasurer since January 2021 and previously as Treasury Director since July 2014.

Mr. Brown has served as President and Chief Executive Officer of Seaboard Foods LLC since January 2021. Prior to joining Seaboard Foods LLC, Mr. Brown was the Chief Operating Officer of Butterball, LLC for almost two years and President and Chief Operating Officer at High Liner Foods from 2014 to 2018.

Mr. Bresky has served as President and Chief Executive Officer of SOTG since January 2023 and previously Seaboard Corporation’s Vice President, International and various other positions with SOTG for more than 10 years.

Mr. Gonzalez has served as President and Chief Executive Officer of Seaboard Marine Ltd. since January 2005.