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[P4404] UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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 (I.R.S. Employer
incorporation or organization) Identification No.)
200 Boylston Street, Newton, Massachusetts 02167
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (913)676-8800
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock American Stock Exchange
$1.00 Par Value
Securities registered pursuant of Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.___
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 X No____ (continued)
FORM 10-K
SEABOARD CORPORATION
State the aggregate market value of the voting stock held by non-
affiliates of the Registrant. The aggregate market value shall
be computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a
specified date within 60 days prior to the date of filing.
$65,833,614 (March 15, 1994). On such date, 332,493 shares
were held by non-affiliates, and the stock was sold at $198 per
share.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of the latest
practicable date: 1,487,519.75 shares of Common Stock as of
March 24, 1994.
DOCUMENTS INCORPORATED BY REFERENCE
Part I, Item 1(b), a part of Item 1(c)(1) and the financial
information required by Item 1(d) and Part II, Items 5, 6, 7 and
8 are incorporated by reference to the Registrant's Annual Report
to Stockholders furnished to the Commission pursuant to Rule 14a-
3(b).
Part III, a part of Item 10 and Items 11, 12 and 13 are
incorporated by reference to the Registrant's definitive proxy
statement filed pursuant to Regulation 14A for the 1994 annual
meeting of stockholders (the "1994 Proxy Statement").
2
FORM 10-K
SEABOARD CORPORATION
PART I
Item 1. Business
(a) General Development of Business
Seaboard Corporation, a Delaware corporation, the successor
corporation to a company first incorporated in 1928, and
subsidiaries ("Registrant"), is a diversified international
agribusiness and transportation company engaged domestically in
poultry and pork production and processing, commodity
merchandising, baking, flour milling, shipping and produce
storage and distribution. Overseas, Registrant engages in fruit,
vegetable and shrimp production and processing, flour milling,
animal feed production, polypropylene bag manufacturing and
electric power production.
(b) Financial Information about Industry Segments
The information required by Item 1 relating to Industry
Segments is hereby incorporated by reference to note 12 of
Registrant's Consolidated Financial Statements appearing on pages
40, 41, 42 and 43 of the Registrant's Annual Report to
Stockholders furnished to the Commission pursuant to Rule 14a-
3(b) and attached as Exhibit 13 to this Report.
(c) Narrative Description of Business
(1) Business Done and Intended to be Done by the
Registrant
(i) Principal Products and Services
Registrant produces and processes poultry in the United
States and sells processed chicken and chicken parts, both
directly and through commercial distributors, to retail,
foodservice and institutional markets, primarily in the eastern
half of the United States.
Registrant produces and further processes pork. Hog
farrowing facilities in Colorado and Oklahoma produce breeding
stock and marketable feeder pigs. The feeder pigs will be fed at
both independent and Company-operated farms for subsequent sale
or processing. Pork products are marketed to retail and
foodservice customers, primarily in the north-central United
States.
3
FORM 10-K
SEABOARD CORPORATION
Registrant is engaged in Puerto Rico in the milling of flour
and the production and distribution of a full line of baked
goods. These goods are distributed directly within Puerto Rico
and neighboring islands to foodservice and retail outlets.
Registrant operates an ocean liner service for containerized
cargo between Florida and ports in Central and South America.
Registrant also operates bulk carriers in the Atlantic Basin.
Registrant trades commodities, primarily bulk grains and oil
seeds, in the Atlantic Basin.
Registrant produces and processes fruits, vegetables and
shrimp in several countries located in the Caribbean Basin and
South America primarily for export to the U.S. The Registrant
transports the majority of these products using its shipping line
and distributes them from its facility in Miami, Florida.
Registrant also produces polypropylene bags, operates a
power barge, operates flour and animal feed mills, and produces
pen raised salmon.
The information required by Item 1 with respect to the
amount or percentage of total revenue contributed by any class of
similar products or services which account for 10% or more of
consolidated revenue in any of the last three fiscal years is
hereby incorporated by reference to note 12 of Registrant's
Consolidated Financial Statements appearing on pages 40, 41, 42
and 43 of the Registrant's Annual Report to Stockholders
furnished to the Commission pursuant to Rule 14a-3(b) and
attached as Exhibit 13 to this report.
(ii) Status of Product or Segment
Registrant continues to expand its food production and
processing segment by further investing in poultry, hog farrowing
and finishing and pork processing facilities. Registrant has
begun constructing a hog processing plant in Oklahoma which will
produce fresh and processed pork to be marketed primarily in the
Southwest United States and for export.
Registrant has eliminated pork and lamb slaughtering at its
plant in Albert Lea, Minnesota as of March 25, 1994. The ongoing
operations of the plant will consist of further processing fresh
pork products purchased from third parties.
4
FORM 10-K
SEABOARD CORPORATION
(iii) Sources and Availability of Raw Materials
Registrant's integrated poultry processing facility in
Chattanooga, Tennessee has an exclusive hatchery contract with a
single supplier, which delivers day-old chicks hatched from eggs
supplied by Registrant.
None of Registrant's other businesses which utilize material
amounts of raw materials are dependent on purchases from one
supplier.
(iv) Patents, Trademarks, Licenses, Franchises
and Concessions
Registrant uses two trade names; Gold-n-Fresh(R) and
Farmstead Fresh(TM) for retail sales of poultry products.
Registrant uses four trade names; Farmstead(R), Lakeview(R),
Laurel(R) and Farmstead PREFERRED (TM) in its retail sales of
pork. Registrant uses four trade names; Season Sweet(TM), Winter
Harvest(TM), Chestnut Hill Farms(TM) and Golden Fresh(TM) in
marketing fresh fruits and vegetables in the United States.
Registrant's Puerto Rican Baking business uses three trade names
registered to a third party; Holsum(R), Country Hearth(R) and
Olympic Kids(R); under a licensing agreement.
Patents, trademarks, franchises, licenses and concessions
are not material to any other of Registrant's businesses.
(v) Seasonal Business
Profitability of the poultry operations is generally higher
in the summer months. Produce operations are seasonal, depending
on the crop being grown. Generally, crops which are exported to
the United States are only in production from November through
May. The Registrant's other businesses are not seasonally
dependent.
(vi) Practices Relating to Working Capital
Items
There are no unusual industry practices or practices of
Registrant relating to working capital items.
5
FORM 10-K
SEABOARD CORPORATION
(vii) Depending on a Single Customer or
Few Customers
Registrant does not have sales to any one customer equal to
10% or more of Registrant's consolidated revenues, nor sales to a
few customers which, if lost, would have a material adverse
effect on any such segment or on Registrant taken as a whole.
(viii) Backlog
Backlog is not material to Registrant's businesses.
(ix) Government Contracts
No material portion of Registrant's business involved
government contracts.
(x) Competitive Conditions
Competition in Registrant's food production and processing
segment comes from a variety of national and regional producers
and is based primarily on product performance, customer service
and price. In the December 1993 issue of Broiler Industry, an
industry trade publication, the Registrant was ranked as the
eighth largest poultry processor in the United States based on
average weekly production of ready-to-cook chicken. Registrant
is not aware of its ranking among other pork processors who are
engaged in further processing. Registrant's Puerto Rican baking
business is the largest bakery in Puerto Rico. Competition,
based on price and product performance, comes primarily from
imported baked goods in the cookie and donut lines, and from one
Puerto Rican sliced bread baker.
Registrant's ocean liner service for containerized cargoes
faces competition based on price and customer service.
Registrant believes it is among the top five ocean liner services
for containerized cargoes in the Caribbean Basin.
6
FORM 10-K
SEABOARD CORPORATION
(xi) Research and Development Activities
Registrant does not engage in material research and
development activities.
(xii) Environmental Compliance
Registrant believes that it is in substantial compliance
with applicable Federal, state and local provisions relating to
environmental protection, and no significant capital expenditures
are contemplated in this area.
(xiii) Number of Persons Employed by Registrant
As of December 31, 1993, Registrant had 10,891 employees, of
whom 6,172 were employed in the United States (including Puerto
Rico).
(d) Financial Information about Foreign and Domestic
Operations and Export Sales
The financial information required by Item 1 relating to
Foreign and Domestic Operation is hereby incorporated by
reference to note 12 of Registrant's Consolidated Financial
Statements appearing on pages 40, 41, 42 and 43 of Registrant's
Annual Report to Stockholders furnished to the Commission
pursuant to Rule 14a-3(b) and attached as Exhibit 13 to this
report. Export sales, including sales to nonconsolidated foreign
subsidiaries, represent less than 10% of Registrant's
consolidated revenue. Registrant did not have a material amount
of sales or transfers between geographic areas for the periods
reported on herein.
Registrant considers its relations with the governments of
the countries in which its foreign subsidiaries are located to be
satisfactory, but these foreign operations are subject to the
normal risks of doing business abroad, including expropriation,
confiscation, currency inconvertibility and devaluation, and
currency exchange controls. To minimize these risks, Registrant
has insured certain investments in and loans to the flour mill
and shrimp farm in Ecuador, the flour mill in Zaire and the power
barge in the Dominican Republic to the extent deemed appropriate
against certain of these risks with the Overseas Private
Investment Corporation, an agency of the United States
Government.
7
FORM 10-K
SEABOARD CORPORATION
Item 2. Properties
(1) Food Production and Processing
(A) Poultry, Pork and Shrimp
Registrant owns poultry processing plants, feed mills,
hatcheries and has contract grower facilities in Athens, Georgia;
Canton, Georgia; Elberton, Georgia; Chattanooga, Tennessee and
Graves County, Kentucky.
The plant in Athens, Georgia has an annual capacity of
approximately 65 million chickens. The plant also has the
capacity to tray package approximately 125 million dressed pounds
of chicken per year.
The plant in Graves County, Kentucky has an annual capacity of
approximately 63 million chickens.
The plants in Canton, Georgia and Chattanooga, Tennessee each
have capacities of approximately 42 million chickens per year.
The plant in Elberton, Georgia has the capacity to further
process, including deboning and cooking, approximately 58 million
pounds of chicken per year.
Registrant owns a pork processing plant in Albert Lea,
Minnesota which has the capacity to further process in excess of
45 million pounds of pork products.
Registrant operates hog farrowing facilities in Sedgwick
County, Colorado and Texas County, Oklahoma, with capacity for
14,700 sows for feeder pig and parent stock production. In
addition, Registrant uses owned and leased grow-finish facilities
or employs contract growers to finish the feeder pigs produced by
these farrowing operations.
In addition, Registrant owns shrimp farms in Honduras and in
Ecuador which are more fully described on Schedule B attached
hereto and incorporated herein.
(B) Baking and Milling
Registrant owns two bakeries in Toa Baja, Puerto Rico.
Registrant also owns parcels of real estate in Ponce and
Aquadilla, Puerto Rico, upon which distribution facilities and
retail stores are located, and an undeveloped parcel of real
estate in Humacao, Puerto Rico. Registrant owns a flour mill in
Guanica, Puerto Rico, with the capacity to process 3,600 cwt of
flour per day.
8
FORM 10-K
SEABOARD CORPORATION
Registrant owns in whole or in part five foreign flour mills
and three feed mills which are described on Schedule A attached
hereto and incorporated herein. The facilities in Guyana,
Ecuador and Zaire are owned in fee. The Government of Sierra
Leone has agreed to lease the land on which the Sierra Leone mill
is located for a remaining term of 20 years. The mill in Sapele,
Nigeria is on land leased to Life Flour Mill Ltd. for a remaining
term of 81 years, with an option to renew for an additional 74
years.
(C) Produce
Registrant owns or has long-term leases on vegetable and
fruit farms in Honduras, Guatemala and Venezuela, as well as
related packing and processing facilities in each of the
aforementioned countries. These properties are more fully
described on Schedule B attached hereto and incorporated herein.
(2) Transportation
The Registrant owns six 9,000-metric-ton deadweight dry bulk
carriers.
Registrant owns five containerized ocean cargo vessels with
deadweights of 12,648, 12,648, 6,551, 6,818 and 949 metric tons,
respectively, for use in connection with its Caribbean
containerized liner service. In addition, Registrant time-
charters for periods up to one year, nine additional
containerized ocean cargo vessels with deadweights ranging from
2,488 to 9,200 metric tons.
9
FORM 10-K
SEABOARD CORPORATION
(3) Other
Registrant owns a floating power generating facility,
capable of producing 40 megawatts of power, located in the Port
of Rio Haino in Santo Domingo, Dominican Republic. In addition,
Registrant owns a part of two bag manufacturing plants, one of
which is described on Schedule A attached hereto and incorporated
herein. Registrant's Ecuadorian bag plant is leased.
Registrant believes that its principal facilities are
adequate for its present needs, are in good condition and are
suitable for their current and intended uses.
Item 3. Legal Proceedings
In April 1990, a derivative action was commenced in Delaware
Chancery Court by a minority stockholder of the Company against
the Company, Seaboard Flour Corporation, and the three then
directors of the Company, including Mr. H. Bresky, alleging
breaches of fiduciary duty by the Directors of Seaboard
Corporation in connection with three transactions with Seaboard
Flour Corporation, and seeking monetary damages and other relief.
Earlier this year, the Complaint was amended to accuse senior
management of various breaches of duty, including self-dealing.
The Company believes that the allegations of improper conduct by
senior management are totally without merit.
The Company is also subject to other legal proceedings
related to the normal conduct of its business. In the opinion of
management, none of these actions is expected to result in a
judgement having a materially adverse effect on the consolidated
financial statements of the Company.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the last quarter of the
fiscal year covered by this report to a vote of security holders.
10
FORM 10-K
SEABOARD CORPORATION
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
The information required by Item 5 is hereby incorporated by
reference to "Stockholder Information" and "Quarterly Financial
Data" appearing on pages 20 and 25, respectively, of Registrant's
Annual Report to Stockholders furnished to the Commission
pursuant to Rule 14a-3(b) and attached as Exhibit 13 to this
Report.
Item 6. Selected Financial Data
The information required by Item 6 is hereby incorporated by
reference to the "Summary of Selected Financial Data" appearing
on page 3 of Registrant's Annual Report to Stockholders furnished
to the Commission pursuant to Rule 14a-3(b) and attached as
Exhibit 13 of this Report.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The information required by Item 7 is hereby incorporated by
reference to "Management's Discussion and Analysis of Financial
Condition and Results of Operation" appearing on pages 21 through
24 of Registrant's Annual Report to Stockholders furnished to the
Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13
to this Report.
Item 8. Financial Statements and Supplementary Data
The information required by Item 8 is hereby incorporated by
reference to Registrant's "Consolidated Statements of Earnings,"
"Consolidated Statements of Retained Earnings," "Consolidated
Balance Sheets," "Consolidated Statements of Cash Flows" and
"Notes to Consolidated Financial Statements" appearing on pages
27 through 43 of Registrant's Annual Report to Stockholders
furnished to the Commission pursuant to Rule 14a-3(b) and
attached as Exhibit 13 to this Report.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Not applicable.
11
FORM 10-K
SEABOARD CORPORATION
PART III
Item 10. Directors and Executive Officers of Registrant
Executive Officers of Registrant
The following table lists the executive officers and certain
significant employees of Registrant. Generally, each executive
officer is elected at the Annual Meeting of the Board of
Directors following the Annual Meeting of Stockholders and holds
his office until the next such annual meeting or until his
successor is duly chosen and qualified. There are no
arrangements or understandings pursuant to which any executive
officer was elected.
Positions and Offices with Registrant
Name (Age) and Affiliates
H. Harry Bresky (68) President of Registrant; President and
Treasurer of Seaboard Flour Corporation
(SFC)
Joe E. Rodrigues (57) Executive Vice President, Treasurer and
Chief Financial Officer of Registrant
Jack S. Miller (65) Vice President - Operations/Administra-
tion of Registrant
Rick J. Hoffman (39) Vice President of Registrant
Steven J. Bresky (40) Vice President of Registrant
Jesse H. Bechtold (36) Controller and Assistant Secretary of
Registrant
Mr. H. Harry Bresky has served as President of Registrant
since 1967 and as President of SFC since 1987, and as Treasurer
of SFC since 1973. Mr. Bresky served as Vice President of SFC
from 1956 to 1987. Mr. Bresky is the father of Steven J. Bresky.
12
FORM 10-K
SEABOARD CORPORATION
Mr. Rodrigues has served as Executive Vice President and
Treasurer of Registrant since December 1986 and Chief Financial
Officer since March 1987. Before these appointments, Mr. Rodrigues
had served as Managing Director of Life Flour Mill Ltd., a
nonconsolidated minority-owned subsidiary of Registrant, since
1982.
Mr. Miller has served as a Vice President of Registrant
since 1971.
Mr. Hoffman has served as Vice President of Registrant since
April 1989. Mr. Hoffman served as Deputy Chief Financial Officer
of Registrant from May 1987 to April 1989, and as President of
Seaboard Overseas Limited from December 1985 to May 1986. Prior
to this, Mr. Hoffman served as International Controller of
Registrant since 1983.
Mr. Steven J. Bresky has served as Vice President of
Registrant since April 1989. Mr. Bresky served as President of
Seaboard Overseas Limited from June 1986 to June 1988. Prior to
this, Mr. Bresky served as Director of Commodity Merchandising of
Registrant since 1981.
Mr. Bechtold became Controller of the Registrant in March of
1992. He has been employed with the Registrant since 1990 and
prior to that was employed by KPMG Peat Marwick.
Information required by this item relating to directors of
Registrant has been omitted since Registrant filed a definitive
proxy statement within 120 days after December 31, 1993, the
close of its fiscal year. The information required by this item
relating to directors is incorporated by reference to "Item 2"
appearing on pages 3 and 4 of the 1994 Proxy Statement. The
information required by this item relating to late filings of
reports required under Section 16(a) of the Securities Exchange
Act of 1934 is incorporated by reference to page 2 of the
Registrant's 1994 Proxy Statement.
Item 11. Executive Compensation
This item has been omitted since Registrant filed a
definitive proxy statement within 120 days after December 31,
1993, the close of its fiscal year. The information required by
this item is incorporated by reference to "Executive
Compensation" appearing on pages 5, 6, 7 and 8 of the 1994 Proxy
Statement.
13
FORM 10-K
SEABOARD CORPORATION
Item 12. Security Ownership of Certain Beneficial Owners and
Management
This item has been omitted since Registrant filed a
definitive proxy statement within 120 days after December 31,
1993, the close of its fiscal year. The information required by
this item is incorporated by reference to "Principal
Stockholders" appearing on page 2 of the 1994 Proxy Statement.
Item 13. Certain Relationships and Related Transactions
This item has been omitted since Registrant filed a
definitive proxy statement within 120 days after December 31,
1993, the close of its fiscal year. The information required by
this item is incorporated by reference to "Interests of
Management and Others in Certain Transactions" appearing on page
9 of the 1994 Proxy Statement.
14
FORM 10-K
SEABOARD CORPORATION
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) List the following documents filed as part of this
report:
1. All consolidated financial statements.
See Index to Consolidated Financial Statements on
page F-1.
2. Consolidated financial statement schedules
required to be filed by Item 8 of Form 10-K and
by Item 14(d).
See Index to Consolidated Financial Statements on
page F-2.
3. Exhibits required to be filed by Item 601 of
Regulation S-K and by Item 14(c) and Instruction.
3.1 - Registrant's Certificate of Incorporation,
as amended, incorporated by reference to Exhibit
3 of Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992.
3.2 - Registrant's By-laws, as amended, incor-
porated by reference to Exhibit 3 of Registrant's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1992.
4.1 - Note Purchase Agreement dated December 1,
1993 between the Registrant and various
purchasers as listed in the exhibit. The Annexes
and Exhibits to the Note Purchase Agreement have
been omitted from the filing, but will be
provided supplementally upon request of the
Commission.
4.2 - Seaboard Corporation 6.49% Senior Note Due
December 1, 2005 issued pursuant to the Note
Purchase Agreement described above.
13 - Annual Report to security holders.
21 - List of subsidiaries.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by Registrant during the
last quarter of the fiscal year covered by this report.
(c) Exhibits
See page 19 et. seq.
15
FORM 10-K
SEABOARD CORPORATION
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
SEABOARD CORPORATION
By /s/H. Harry Bresky By /s/J. E. Rodrigues
H. Harry Bresky, J. E. Rodrigues,
President Executive Vice President,
(principal executive and Treasurer (principal
officer) financial officer)
Date: March 28, 1994 Date: March 28, 1994
By /s/Jesse H. Bechtold
Jesse H. Bechtold,
Controller
(principal accounting
officer)
Date: March 28, 1994
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of Registrant and in the capacities and on the
dates indicated.
/s/H. Harry Bresky /s/J. E. Rodrigues
H. Harry Bresky, Director J. E. Rodrigues, Director
Date: March 28, 1994 Date: March 28, 1994
/s/Robert J. McDonough /s/Thomas J. Shields
Robert J. McDonough, Director Thomas J. Shields, Director
Date: March 28, 1994 Date: March 28, 1994
16
SCHEDULE A
DATE OF
CONSTRUC- BUILDING LAND
LOCATION TION CAPACITY PRODUCT SIZE AREA
_________________ _________ ________ _______ ________ ____
Delta Packaging 1985 22 million Polypro- 295' x 10.72
Company Ltd. bags/year pylene 177' Acres
Sapele, Nigeria Bags
(40% Owned)
Life Flour Mill 1973 18,000 cwts/ Bakery 100' x 21.32
Ltd. 24 hours Flour/ 40' Acres
Sapele, Nigeria Mill Three
(40% Owned) Feed Floors
Molinos Champion, 1965 5 tons/hr. Formula 150' x 20 Acres
S.A. Animal 50'
Guayaquil, Feed One
Ecuador Floor
(50.0% Owned)
Molinos del 1955 7,000 cwts/ Bakery 100' x 20 Acres
Ecuador, C.A. 24 hours Flour/ 60'
Guayaquil, Mill Three
Ecuador Feed Floors
(100% Owned)
National Milling 1968 3,500 cwts/ Bakery 120' x 6 Acres
Company of 24 hours Flour/ 40'
Guyana, Ltd. Mill Two
Georgetown, Feed Floors
Guyana
(100% Owned)
Seaboard West 1967 2,600 cwts/ Bakery 100' x 3.3 Acres
Africa Limited 24 hours Flour/ 30'
Freetown, Mill Two
Sierra Leone, Feed Floors
West Africa
(60% Owned/
50% Voting)
Top Feeds 1978 30 tons/hr. Formula 36' x 3.71
Limited Animal 106' Acres
Sapele, Nigeria Feed Five
(40% Owned) Floors
Interamericana Leased 6 million Polypro- 60' x 1.55 Acres
de Tejidos, C.A. bags/year pylene 180'
Guayaquil, Bags
Ecuador
(25.0% Owned)
Minoterie De 1973 12,000 cwts/ Bakery 80' x 5 Acres
Matadi, S.A.R.L. 24 hours Flour/ 200'
Matadi, Zaire Mill Five
(49% Owned) Feed Floors
17
SCHEDULE B
ACREAGE
______________
LEASED/
NAME LOCATION ACTIVITY OWNED TERM FACILITIES
_____________ _________ __________ _____ ______ _____________
Chestnut Hill Guatemala Strawberry 5 109/15 120,000 sq.ft.
de Guatemala City, Farming Years processing,
S.A. Guatemala cooling &
(100% Owned) freezing
Chestnut Hill Comayagua, Cucumber 12 120/10 28,000 sq.ft.
Farms Honduras Honduras Farming Years, processing
S.A. de C.V. 153/5
(100% Owned) Years,
9/1
Year
Chestnut Hill Merida, Strawberry 1,565 24/5 120,000 sq.ft.
Farms de Venezuela Farming Years processing
Venezuela, S.A.
(100% Owned)
Cultivos Marinos, Choluteca, Shrimp 57 2,407/ 60,000 sq.ft.
S.A. de C.V. Honduras Farming 20 processing
(100% Owned) Years
Sur Agricola Choluteca, Melon 511 3,453/ 30,000 sq.ft.
Honduras, S.A. Honduras Farming 10 processing
de C.V. Years
(100% Owned) 9/25
Years
Desarrollo Guayaquil, Shrimp 1,500 N/A
Industrial Ecuador Farming
Bioacuatico
S.A.
(49.9% Owned)
18
SEABOARD CORPORATION AND SUBSIDIARIES
Consolidated Financial Statements and Schedules
(Form 10-K)
Securities and Exchange Commission
For the year ended December 31, 1993
(With Independent Auditors' Report Thereon)
SEABOARD CORPORATION AND SUBSIDIARIES
Index to Consolidated Financial Statements and Schedules
Financial Statements
Stockholders'
Annual Report Page
Independent Auditors' Report 26
Consolidated Balance Sheets as of
December 31, 1993 and
December 31, 1992 28
Consolidated Statements of Earnings
for the years ended December 31, 1993,
December 31, 1992 and December 31, 1991 27
Consolidated Statements of Retained
Earnings for the years ended December 31,
1993, December 31, 1992 and December 31,
1991 27
Consolidated Statements of Cash Flows for
the years ended December 31, 1993,
December 31, 1992 and December 31, 1991 30
Notes to Consolidated Financial Statements 31
The foregoing are incorporated by reference.
The individual financial statements of the minority-owned
nonconsolidated foreign subsidiaries which would be required
if each such foreign subsidiary were a Registrant are omitted,
because (a) the Registrant's and its other subsidiaries'
investments in and advances to such foreign subsidiaries do not
exceed 20% of the total assets as shown by the most recent
consolidated balance sheet; (b) the Registrant's and its other
subsidiaries' proportionate share of the total assets (after
intercompany eliminations) of such foreign subsidiaries do not
exceed 20% of the total assets as shown by the most recent
consolidated balance sheet; or (c) the Registrant's and its
other subsidiaries' equity in the earnings before income taxes
and extraordinary items of the foreign subsidiaries does not
exceed 20% of such income of the Registrant and consolidated
subsidiaries for the most recent fiscal year.
Combined condensed financial information as to assets,
liabilities and results of operations have been presented for
minority-owned nonconsolidated foreign subsidiaries in note 5
of "Notes to the Consolidated Financial Statements."
F-1 (Continued)
SEABOARD CORPORATION AND SUBSIDIARIES
Index to Consolidated Financial Statements and Schedules
Schedules
Page
Independent Auditors' Report F-3
I - Marketable Securities - Other Investments
as of December 31, 1993 F-4
II - Amounts Receivable from (Due to) Related
Parties and Underwriters, Promoters and
Employees Other Than Related Parties for
the years ended December 31, 1993, 1992
and 1991 F-8
V - Property, Plant and Equipment for the years
ended December 31, 1993, 1992 and 1991 F-9
VI - Accumulated Depreciation, Depletion and
Amortization of Property, Plant and Equip-
ment for the years ended December 31, 1993,
1992 and 1991 F-10
VIII - Valuation and Qualifying Accounts for the
years ended December 31, 1993, 1992 and 1991 F-11
X - Supplementary Income Statement Information for
the years ended December 31, 1993, 1992 and
1991 F-12
All other schedules are omitted as the required information is
inapplicable or the information is presented in the consolidated
financial statements or related consolidated notes.
F-2
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Seaboard Corporation:
Under date of March 4, 1994, we reported on the consolidated
balance sheets of Seaboard Corporation and subsidiaries as of
December 31, 1993 and 1992 and the consolidated statements of
earnings, retained earnings and cash flows for each of the years
in the three-year period ended December 31, 1993 as contained in
the December 31, 1993 annual report to stockholders. These
consolidated financial statements and our report thereon are
incorporated by reference in the annual report on Form 10-K for
the year ended December 31, 1993. In connection with our audits
of the aforementioned consolidated financial statements, we also
audited the financial statement schedules as listed in the
accompanying index. These financial statement schedules are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statement schedules
based on our audits.
In our opinion, such financial statement schedules, when
considered in relation to the basic consolidated financial
statements taken as a whole, present fairly in all material
respects, the information set forth therein.
As discussed in note 1 to the consolidated financial statements,
the Company adopted the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," in
1993.
KPMG Peat Marwick
March 4, 1994
F-3
Schedule I
SEABOARD CORPORATION AND SUBSIDIARIES
Marketable Securities - Other Investments
(In Thousands)
December 31, 1993
Amount
at which
each
portfolio
of equity
security
issues
and each
Number of other
shares or Market security
units - value of issue car-
Name of principal each issue ried in
issuer and amounts of at balance the
title of bonds and Cost of sheet date balance
each issue notes each issue (1) sheet
MUNICIPALS:
Whitfield County, 4,550 $4,550 $4,550 $4,550
Georgia
Franklin Indus-
tries, Inc.
Project
St. John County, 1,100 1,100 1,100 1,100
Florida
Flagler Hospital
Inc. Project
Harris County, 1,000 1,000 1,000 1,000
Texas
Zeon Chemicals
Project
Tremonton, 1,300 1,300 1,300 1,300
Utah
Lazyboy Chair
Company Project
Yakima County 5,400 5,400 5,400 5,400
Public Corp.
John I. Haas
Project
South Carolina 1,500 1,500 1,500 1,500
Jobs Econ Dev
Auth
Conco Medical
Products Project
F-4
Amount
at which
each
portfolio
of equity
security
issues
and each
Number of other
shares or Market security
units - value of issue car-
Name of principal each issue ried in
issuer and amounts of at balance the
title of bonds and Cost of sheet date balance
each issue notes each issue (1) sheet
MUNICIPALS (continued):
Eupora, Mississippi 925 925 925 925
Plymouth Tube
Company Project
McKenzie, Tennessee 7,200 7,200 7,200 7,200
Noma Outdoors
Project
Dinwiddie County, 2,512 2,512 2,512 2,512
Virginia
Tindall Concrete
Project
Franklin County, 4,000 4,000 4,000 4,000
Tennessee
Franklin Industries
Inc. Project
Dade County, 2,000 2,000 2,000 2,000
Florida
Flamingo Plaza
Apts.
Crawford McLennan 6,000 6,000 6,000 6,000
County, Texas
Franklin Industries
Inc. Project
Vermont IDA 1,000 1,000 1,000 1,000
BDP Realty Assoc.
Project
Clayton County, 5,050 5,050 5,050 5,050
Georgia
McIlrath Corp
Project
Monroe County, 1,000 1,000 1,000 1,000
Tennessee
American Transit
Corp Project
Henderson, Nevada 700 700 700 700
Berry Plastics
Project
Bowling Green, 3,000 3,000 3,000 3,000
Kentucky
Bando Mfg
America Project
Louisiana Public 1,000 1,000 1,000 1,000
Facilities Auth
Home Depot USA
Project
Washington County, 860 860 860 860
Missouri
American Georgian
Gardens Project
Shelbyville, Kentucky 3,000 3,000 3,000 3,000
Ichikoh Mfg Inc.
Project
South Dakota Student 700 700 700 700
Loan
Assistance, Series A
Roanoke, Alabama 1,000 1,000 1,000 1,000
Wehadke Mills Project
F-5
Amount
at which
each
portfolio
of equity
security
issues
and each
Number of other
shares or Market security
units - value of issue car-
Name of principal each issue ried in
issuer and amounts of at balance the
title of bonds and Cost of sheet date balance
each issue notes each issue (1) sheet
MUNICIPALS (continued):
Taylor County, 600 600 600 600
Georgia
Chipman Union Mills
Project
Walton County, 1,000 1,000 1,000 1,000
Georgia
Walton Monroe Mills
Project
Michigan Municipal 2,280 2,280 2,280 2,280
Revenue Bond
Guymon Industrial 4,000 4,000 4,000 4,000
Authority
Sales Tax Revenue
Bond
U.S. GOVERNMENT AND
AGENCY OBLIGATIONS:
U.S. Treasury Notes 80,420 80,650 80,634 80,650
Federal Farm Credit 4,000 4,004 4,004 4,004
Bank Floating Rate
Note
Fannie Mae Discount 10,000 9,976 9,976 9,976
Note
Federal Home Loan 15,000 14,957 14,957 14,957
Bank (FHLB)
Discount Note
Federal Home Loan 13,000 12,969 12,969 12,969
Mortgage Corp
(FHLMC) Discount
Note
Federal Farm Credit 15,000 14,945 14,945 14,945
Bank (FFCB)
Discount Note
TAX ANTICIPATION
NOTES ("TAN"):
Los Angeles TAN 1,900 1,902 1,908 1,902
CORPORATES:
General Electric 500 500 504 500
Credit Corp
Medium Term Note
OTHER INVESTMENTS:
Fidelity Tax Exempt 196 196 196 196
Money Market Fund
Fidelity Treasury 1,336 1,336 1,336 1,336
Fund
Bank of Nova Scotia 4,292 4,292 4,292 4,292
Time Deposits
F-6
Amount
at which
each
portfolio
of equity
security
issues
and each
Number of other
shares or Market security
units - value of issue car-
Name of principal each issue ried in
issuer and amounts of at balance the
title of bonds and Cost of sheet date balance
each issue notes each issue (1) sheet
OTHER INVESTMENTS
(continued):
Banco Popular Time 2,766 2,766 2,766 2,766
Deposits
Banco Santander 362 362 362 362
Time Deposits
Guyana Bank of 948 948 948 948
Trade & Industry
Time Deposits
The National Bank for 565 565 565 565
Industry & Commerce
Time Deposits
Common Stock 3 37 32 37
EURODOLLAR ("E$")
INVESTMENTS:
General Electric
Credit Corp E$
Bond 500 515 524 515
Toyota Motor 1,000 1,000 1,015 1,000
Credit E$ Bond
Toyota Motor 300 305 312 305
Finance E$ Bond
Kreditanstalt Fuer
Wiederaufbau
E$ Bond 1,000 1,000 1,000 1,000
-------- -------- -------- --------
TOTAL $215,765 $215,902 $215,922 $215,902
======== ======== ======== ========
(1) Value determined based on market quotations, if available.
F-7
Schedule II
SEABOARD CORPORATION AND SUBSIDIARIES
Amounts Receivable from (Due to) Related Parties and
Underwriters, Promoters and Employees Other Than Related Parties
(In Thousands)
Balance at end
of year
______________
Balance
at
beginning Amounts Non-
Name of Debtor of year Additions collected Current Current
Year ended
December 31,
1993:
Seaboard Flour
Corporation
(parent company) $(1,186) 4,310 3,203 (79)(1) -
Carlos Shipping
Limited (an
affiliate of
the parent
company) 124 2,674 2,218 580 -
$(1,062) 6,984 5,421 501 -
====== ===== ===== === ===
Year ended
December 31,
1992:
Seaboard Flour
Corporation
(parent company) $(3,526) 4,407 2,067 (1,186)(1) -
Carlos Shipping
Limited (an
affiliate of
the parent
company) 260 1,331 1,467 124 -
$(3,266) 5,738 3,534 (1,062) -
====== ===== ===== ====== ===
Year ended
December 31,
1991:
Seaboard Flour
Corporation
(parent company) $(5,287) 5,994 4,233 (3,526)(1) -
Carlos Shipping
Limited (an
affiliate of
the parent
company) 2 350 92 260 -
------- ----- ----- ----- ---
$(5,285) 6,344 4,325 (3,266) -
====== ===== ===== ===== ===
(1) Amounts due from (to) the parent company bear interest at a
rate approximating the U.S. government treasury bill rate.
F-8
Schedule V
SEABOARD CORPORATION AND SUBSIDIARIES
Property, Plant and Equipment
(In Thousands)
Balance
at Balance
beginning Additions Retire- Other at end
Classification of year at cost ments Changes of year
For the year
ended:
December 31,
1993:
Land and
improvements $ 11,629 1,647 103 35 13,208
Buildings and
improvements 56,399 10,857 1,236 198 66,218
Machinery and
equipment 147,016 23,052 4,860 5,033 170,241
Transportation
equipment 49,860 33,222 2,112 (4,602) 76,368
Office furniture
and fixtures 6,646 842 155 (664) 6,669
Construction in
progress 4,520 17,708 - - 22,228
------- ------ ----- ------ -------
Total $276,070 87,328 8,466 - 354,932
======= ====== ===== ====== =======
For the year
ended:
December 31,
1992:
Land and
improvements $ 10,376 1,582 329 - 11,629
Buildings and
improvements 49,963 4,282 496 2,650(1) 56,399
Machinery and
equipment 128,226 22,070 2,199 (1,081) 147,016
Transportation
equipment 47,099 3,418 2,857 2,200 49,860
Office furniture
and fixtures 6,548 1,356 139 (1,119) 6,646
Construction in
progress 1,942 2,578 - - 4,520
------- ------ ----- ------ -------
Total $244,154 35,286 6,020 2,650 276,070
======= ====== ===== ====== =======
For the year
ended:
December 31,
1991:
Land and
improvements $ 10,504 - 128 - 10,376
Buildings and
improvements 46,373 3,596 6 - 49,963
Machinery and
equipment 122,839 14,529 3,364 (5,778) 128,226
Transportation
equipment 39,003 2,565 247 5,778 47,099
Office furniture
and fixtures 5,332 1,356 140 - 6,548
Construction in
progress 3,748 (1,806) - - 1,942
------- ------ ----- ----- -------
Total $227,799 20,240 3,885 - 244,154
======= ====== ===== ====== =======
(1) Acquisition of Harinas de Puerto Rico, Inc.
F-9
Schedule VI
SEABOARD CORPORATION AND SUBSIDIARIES
Accumulated Depreciation, Depletion and Amortization
of Property, Plant and Equipment
(In Thousands)
Additions
Balance charged
at to costs Balance
beginning and Retire- Other at end
Classification of year expenses ments Changes of year
For the year
ended:
December 31,
1993:
Buildings and
improvements $ 15,059 3,594 229 (6) 18,418
Machinery and
equipment 80,314 22,147 2,707 2,192 101,946
Transportation
equipment 20,068 7,928 1,224 (1,938) 24,834
Office furni-
ture and
fixtures 4,066 760 282 (248) 4,296
------- ------ ----- ------ -------
Total $119,507 34,429 4,442 - 149,494
======= ====== ===== ====== =======
For the year
ended:
December 31,
1992:
Buildings and
improvements $12,618 2,771 380 50 15,059
Machinery and
equipment 62,383 19,324 1,637 244 80,314
Transportation
equipment 15,034 6,691 1,548 (109) 20,068
Office furni-
ture and
fixtures 3,506 815 70 (185) 4,066
------ ------ ----- ----- -------
Total $93,541 29,601 3,635 - 119,507
====== ====== ===== ===== =======
For the year
ended:
December 31,
1991:
Buildings and
improvements $10,165 2,589 136 - 12,618
Machinery and
equipment 49,656 16,050 2,298 (1,025) 62,383
Transportation
equipment 7,538 6,486 15 1,025 15,034
Office furni-
ture and
fixtures 2,665 957 116 - 3,506
------ ------ ----- ------ ------
Total $70,024 26,082 2,565 - 93,541
====== ====== ===== ====== ======
F-10
Schedule VIII
SEABOARD CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
(In Thousands)
Balance at Write-offs Balance
beginning Provision net of at end
of year (1) recoveries of year
Year ended
December 31,
1993:
Allowance for
doubtful
accounts $5,653 2,600 1,697 6,556
===== ===== ===== =====
Year ended
December 31,
1992:
Allowance for
doubtful
accounts $4,227 3,763 2,337 5,653
===== ===== ===== =====
Year ended
December 31,
1991:
Allowance for
doubtful
accounts $3,197 2,717 1,687 4,227
===== ===== ===== =====
(1) Charged to selling, general and administrative expenses.
F-11
Schedule X
SEABOARD CORPORATION AND SUBSIDIARIES
Supplementary Income Statement Information
(In Thousands)
Year ended December 31, 1993:
Maintenance and repairs $31,656
======
Depreciation and amortization $34,429
======
Year ended December 31, 1992:
Maintenance and repairs $26,866
======
Depreciation and amortization $29,601
======
Year ended December 31, 1991:
Maintenance and repairs $24,132
======
Depreciation and amortization $26,082
======
F-12