Form 8-K - Current report

0000088121false00000881212024-10-292024-10-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported)	October 29, 2024

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Seaboard Corporation

(Exact name of registrant as specified in its charter)

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Delaware	​	1-3390	​	04-2260388
(State or other jurisdiction of	​	(Commission	​	(I.R.S. Employer
incorporation)	​	File Number)	​	Identification No.)

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9000 West 67th Street, Merriam, Kansas	66202
(Address of principal executive offices)	(Zip Code)

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Registrant’s telephone number including area code	[phone]

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Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

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Item 2.02 Results of Operations and Financial Condition

On October 29, 2024, Seaboard Corporation (the “Registrant”) issued a press release announcing earnings for the three and nine months ended September 28, 2024, and the Board of Directors’ declaration of a quarterly cash dividend of $2.25 per share of common stock, payable on November 18, 2024, to stockholders of record at the close of business on November 8, 2024. The full text of this press release is included as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 2.02, and the related press release included as Exhibit 99.1 to this Current Report, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

     Exhibits

99.1 Press release of Seaboard Corporation dated October 29, 2024 announcing earnings for the three and nine months ended September 28, 2024 and a declaration of a dividend.

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SIGNATURE

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.

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​	​	​	Date: October 29, 2024
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​	​	​	Seaboard Corporation
​	​	​	​	(Registrant)
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​	​	​	By:	/s/ David H. Rankin
​	​	​	​	David H. Rankin Executive Vice President, Chief Financial Officer ​
​	​	​	​	(principal financial officer)

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Exhibit 99.1

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PRESS RELEASE

REPORT OF EARNINGS AND DIVIDEND DECLARATION

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October 29, 2024

Merriam, Kansas

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The following is a report of earnings for Seaboard Corporation (NYSE American symbol: SEB), with offices at 9000 West 67^th Street, Merriam, Kansas, for the three and nine months ended September 28, 2024 and September 30, 2023, in millions of dollars except share and per share amounts.

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(UNAUDITED)

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Three Months Ended

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Nine Months Ended

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September 28,

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September 30,

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September 28,

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September 30,

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2024

2023

2024

2023

Net sales

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$

2,218

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$

2,388

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$

6,618

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$

7,280

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Operating income

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$

32

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$

67

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$

42

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$

—

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Net earnings (loss) attributable to Seaboard

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$

(149)

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$

126

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$

(66)

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$

162

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Earnings (loss) per common share

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$

(153.44)

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$

108.55

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$

(67.97)

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$

139.56

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Average number of shares outstanding

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971,055

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1,160,779

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971,055

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1,160,779

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Dividends declared per common share

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$

2.25

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$

2.25

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$

6.75

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$

6.75

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Seaboard Corporation’s results for the three and nine months ended September 28, 2024 were impacted by a valuation allowance recorded on its U.S deferred tax assets of $176 million, with a corresponding charge to income tax expense. Further detail on the valuation allowance and third quarter results are included in its Quarterly Report on Form 10-Q filed today with the United States Securities and Exchange Commission. Seaboard Corporation has provided access to the Form 10-Q on its website at https://www.seaboardcorp.com/investors.

Also, Seaboard Corporation announced today that its Board of Directors has authorized and declared a quarterly cash dividend of $2.25 per share of its common stock. The dividend is payable on November 18, 2024 to stockholders of record at the close of business on November 8, 2024.

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Document and Entity Information	Oct. 29, 2024
Document and Entity Information
Document Type	8-K
Document Period End Date	Oct. 29, 2024
Entity File Number	1-3390
Entity Registrant Name	Seaboard Corporation
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-2260388
Entity Address, Address Line One	9000 West 67th Street
Entity Address, State or Province	KS
Entity Address, City or Town	Merriam
Entity Address, Postal Zip Code	66202
City Area Code	913
Local Phone Number	676-8928
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $1.00 Par Value
Trading Symbol	SEB
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false
Entity Central Index Key	0000088121
Amendment Flag	false

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