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Notes Payable, Long-term Debt, Commitments and Contingencies | 9 Months Ended
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Oct. 03, 2015
Notes Payable, Long-term Debt, Commitments and Contingencies |
Notes Payable, Long-term Debt, Commitments and Contingencies | Note 7 – Notes Payable, Long-term Debt, Commitments and Contingencies Notes Payable On September 22, 2015, Seaboard entered into a credit agreement for a n un committed line of credit totaling $50,000,000 related to a foreign subsidiary for the Commodity Trading and Milling segment. A $50,000,000 committed line related to a foreign subsidiary for the Commodity Trading and Milling segment expired on October 23, 2015. In addition, Seaboard cancelled its $200,000,000 long-term committed credit facility effective October 28, 2015. Seaboard is currently considering its options for potential long-term financing arr angements. Long-term Debt In July 2014, Seaboard provided notice of optional prepayment to its lenders related to a credit agreement with an original maturity date of 2021. The total principal payment of $85,500,000 was made on August 29, 2014. At that time, Seaboard paid a $3,760,000 fee for early payment, which was charged to interest expense in the third quarter of 2014. Contingencies On April 29, 2015, Seaboard received from the Department of Justice, Asset Forfeiture and Money Laundering Section (“AFMLS”), a Grand Jury subpoena issued by the United States District Court for the District of Columbia (the “DC District Court”) requesting records related to 37 specified foreign companies and five individuals. Seaboard has previously produced documents responsive to Grand Jury subpoenas dated September 18, 2014 and October 17, 2014. The subpoena issued September 18, 2014 requested records related to nine entities and one individual, and the subpoena issued October 17, 2014 requested records with respect to eight additional entities and one additional individual. Two additional subpoenas, each dated July 2, 2015 were received by Seaboard requesting records related to a certain customer. The companies and individuals as to which the requested records relate to are not affiliated with Seaboard. The AFMLS attorney conducting the investigation has advised Seaboard that it is not a target of the investigation. Seaboard has retained outside counsel and is cooperating with the government’s investigation. It is impossible at this stage either to determine the probability of a favorable or unfavorable outcome or to estimate the amount of potential loss, if any, resulting from the government’s inquiry. On September 19, 2012, the United States Immigration and Customs Enforcement (“ICE”) executed three search warrants authorizing the seizure of certain records from Seaboard’s offices in Merriam, Kansas and at the Seaboard Foods LLC ("Seaboard Foods") employment office and the human resources department in Guymon, Oklahoma. The warrants generally called for the seizure of employment-related files, certain e-mails and other electronic records relating to Medicaid and Medicaid recipients, certain health care providers in the Guymon area, and Seaboard’s health plan and certain personnel issues. The United States Attorney’s Office for the Western District of Oklahoma (“USAO”), which has been leading the investigation, previously advised Seaboard that it intended to close its investigation and that no charges would be brought against Seaboard. However, discussions with the USAO continue regarding the status of the investigation and the possibility of proceedings by the USAO, ICE and/or the Oklahoma Attorney General's office remains. No proceedings have been filed or brought as of the date of this report. It is not possible at this time to determine whether any agencies will continue to pursue an investigation or whether Seaboard will incur any material fines, penalties or liabilities in connection with this matter. The dispute between Seabo ard’s subsidiary Seaboard Foods and the United Food & Commercial Workers International Union-industry Pension Fund disclosed in Seaboard’s Form 10-Q filed with the Securities and Exchange Commission on August 11, 2015 has been resolved without Seaboard Foods incurring any withdrawal or incremental liabilities. Seaboard is subject to various administrative and judicial proceedings and other legal matters related to the normal conduct of its business. In the opinion of management, the ultimate resolution of these items is not expected to have a material adverse effect on the Condensed Consolidated Financial Statements of Seaboard. Contingent Obligations Certain of the non-consolidated affiliates and third party contractors who perform services for Seaboard have bank debt supporting their underlying operations. From time to time, Seaboard will provide guarantees of that debt in order to further Seaboard’s business objectives. Seaboard does not issue guarantees of third parties for compensation. As of October 3, 2015, guarantees outstanding to third parties were not material. Seaboard has not accrued a liability for any of the third party or affiliate guarantees as management considers the likelihood of loss to be remote. As of October 3, 2015, Seaboard’s borrowing capacity under its uncommitted lines was reduced by letters of credit totaling $3,107,000. The notes payable to banks under the committed and uncommitted credit lines are unsecured. These lines of credit do not require compensating balances. On May 13, 2015, Seaboard, through a wholly-owned subsidiary, agreed to contribute up to $207,400,000 to jointly develop and operate a pork processing facility in Sioux City, Iowa. As of October 3, 2 015, $14,900,000 has be en contributed. Approximately $10,800,000 is expected to be contributed in the fourth quarter of 2015, with the remaining amounts through 2019. As part of the operations, Seaboard agreed to provide a portion of the hogs to be processed at the facility. Seaboard is currently evaluating its options to provide additional hogs to the facility.

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