Archer-Daniels-Midland (ADM) 10-K risk factor changes: FY2021 vs FY2020
The 2021-12-31 10-K against the 2020-12-31 one, compared heading by heading and sentence by sentence.
Item 1A18 rewritten14 added6 removed133 unchanged
All filing items1,090 rewritten640 added927 removed2,189 unchanged
Summary
counted, not written
- Item 1A lists 22 risk factor headings: 2 new, 3 reworded and 17 unchanged since FY2020. 0 headings from FY2020 no longer appear.
- Sentence by sentence, 640 added, 927 removed, 1,090 rewritten and 2,189 unchanged across 20 items that differ.
- New this year: Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
New Item 1A headings (2)
- Human capital requirements may not be sufficient to effectively support global operations.
- The Company may be impacted by carbon emission regulations in multiple regions throughout the globe.
Removed Item 1A headings (0)
Every FY2020 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (3)
- The Company’s information technology (IT) systems, processes, and sites may suffer
[removed: interruptions,][added: cyber] security breaches, [added: interruptions,] or failures which may affect the Company’s ability to conduct its business. - The Company is exposed to potential business disruption including, but not limited to, disruption of transportation services, disruption in the supply of non-commodity raw materials used in its processing operations, and other impacts resulting from acts of terrorism or war, natural disasters, pandemics, severe weather conditions,
[removed: and accidents][added: accidents, or other planned disruptions,] which could adversely affect the Company’s operating results. - The Company has limited control over and may not realize the expected benefits of its equity investments and joint
[removed: ventures.][added: ventures and may not be able to monetize the investments at an attractive value when the Company decides to exit the investments.]
A heading is new when no FY2020 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2021; struck-through words were in FY2020. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS (Continued)
18 rewritten, 14 added, 6 removed, 133 unchanged
In such circumstances, ADM may be unable to perform fully on its contractual obligations, critical global supply chain and logistical networks may be affected, and costs and working capital [added: needs] may increase.
In addition, demand for certain products that ADM produces, particularly biofuels and ingredients that go into food and beverages that support the food services channels, [removed: may] [added: could] be materially impacted from a prolonged [removed: outbreak of] COVID-19 [added: variant outbreak] or significant local resurgences of the virus, leading to additional government-imposed lockdowns, quarantines, or other restrictions.
The Company’s information technology (IT) systems, processes, and sites may suffer [removed: interruptions,] [added: cyber] security breaches, [added: interruptions,] or failures which may affect the Company’s ability to conduct its business.
The Company is implementing a new enterprise resource planning (ERP) system and integrating [added: it] with various third party service providers on a worldwide basis as part of its ongoing business transformation program, which is expected to improve the efficiency and effectiveness of certain financial and business transaction processes and the underlying systems environment.
The Company is exposed to potential business disruption including, but not limited to, disruption of transportation services, disruption in the supply of non-commodity raw materials used in its processing operations, and other impacts resulting from acts of terrorism or war, natural disasters, pandemics, severe weather conditions, [removed: and accidents] [added: accidents, or other planned disruptions,] which could adversely affect the Company’s operating results.
Certain factors which may impact the availability of non-agricultural commodity raw materials are out of the Company’s control including, but not limited to, disruptions resulting from weather, high [added: or low] river water conditions, economic conditions, manufacturing delays or disruptions at suppliers, shortage of materials, interruption of energy supply, and unavailable or poor supplier credit conditions.
The assets and operations of the Company could be subject to extensive property damage and business disruption from various events which include, but are not limited to, acts of terrorism (for example, purposeful adulteration of the Company’s products), war, natural disasters, pandemics, severe weather conditions, accidents, explosions, [removed: and fires.][added: fires, or other outages.]
The Company has limited control over and may not realize the expected benefits of its equity investments and joint [removed: ventures.][added: ventures and may not be able to monetize the investments at an attractive value when the Company decides to exit the investments.]
The Company has [removed: $4.9] [added: $5.3] billion invested in or advanced to joint ventures and investments over which the Company has limited control as to governance and management activities.
Net sales to unconsolidated affiliates during the year ended December 31, [removed: 2020] [added: 2021] were [removed: $4.7] [added: $6.6] billion.
The Company does business globally, connecting crops and markets in [removed: 200] [added: over 190] countries, and is required to comply with laws and regulations administered by the United States federal government as well as state, local, and non-U.S. governmental authorities in numerous areas including: accounting and income taxes, anti-corruption, anti-bribery, global trade, trade sanctions, environmental, product safety, and handling and production of regulated substances.
The Company frequently faces challenges from U.S. and foreign tax authorities regarding the amount of taxes due including questions regarding the timing, amount of deductions, [removed: and] the allocation of income among various tax [removed: jurisdictions.][added: jurisdictions, and further risks related to changing tax laws domestically and globally.]
The production of the Company’s products uses materials that can create emissions of certain regulated substances, including [removed: greenhouse gas] [added: GHG] emissions.
The Company has programs and policies in place (e.g., Corporate Sustainability Program, [removed: No-Deforestation Policy,] [added: Commitment to Protecting Forests, Biodiversity and Communities,] Environmental Policy, Strive 35 environmental goals, etc.) to expand responsible practices while reducing its environmental footprint and to help ensure compliance with laws and regulations.
The Company’s operating results could be affected by political instability and by changes in monetary, fiscal, trade, and environmental policies, laws, regulations, and acquisition approvals, creating risks including, but not limited to: changes in a country’s or region’s economic or political [removed: conditions (e.g. Brexit),] [added: conditions,] local labor conditions and regulations, and safety and environmental regulations; reduced protection of intellectual property rights; changes in the regulatory or legal environment; restrictions on currency exchange activities; currency exchange fluctuations; burdensome taxes and tariffs; enforceability of legal agreements and judgments; adverse tax, administrative agency or judicial outcomes; and regulation or taxation of greenhouse gases.
The Company has [added: historically] benefited from the free flow of agricultural and food and feed ingredient products from the U.S. and other sources to markets around the world.
The Company’s strategy involves expanding the volume and diversity of crops it merchandises and processes, expanding the global reach of its core model, [removed: and] expanding its value-added product [removed: portfolio.][added: portfolio, and expanding the sustainable agriculture programs and partnerships it participates in.]
While [removed: 45] [added: 62] percent of the Company’s [removed: processing plants and 61 percent of its procurement facilities] [added: long-lived assets] are located in the United States, the Company also has significant operations in both developed areas (such as Western Europe, Canada, and Brazil) and emerging market areas.
Human capital requirements may not be sufficient to effectively support global operations.
ADM’s global operations function with trained individuals necessary for the processing, warehousing, and shipping of raw materials for products used in other areas of manufacturing or sold as inputs or products to third-party customers.
The availability of skilled trade and production workers has been a specific focus for the United States manufacturing industry.
The pandemic has put further strain on manufacturing labor amid fears of the pandemic, childcare challenges, along with the re-allocation friction resulting in some of the workforce shifts from manufacturing positions.
The Company has various methods and tactics to mitigate potential shortfalls.
The inability to properly staff manufacturing facilities with skilled trades and hourly labor due to a limited number of qualified resources could negatively impact operations.
The Company may be impacted by carbon emission regulations in multiple regions throughout the globe.
A number of jurisdictions where the Company has operations have implemented or are in the process of implementing carbon pricing programs or regulations to reduce GHG emissions including, but not limited to, the United States, Canada, Mexico, the European Union and its member states, and China.
In particular, the State of Illinois recently enacted legislation intended to eliminate carbon emissions by 2050.
The Company’s operations located in countries with effective and applicable carbon pricing and regulatory programs, currently meet their obligations in this regard with no significant impact on the earnings and competitive position of the Company.
It is difficult at this time to estimate the likelihood of passage, or predict the potential impact, of any additional legislation, regulations or agreements.
Potential consequences of new obligations could include increased energy, transportation, raw material, and administrative costs, and may require the Company to make additional investments in its facilities and equipment.
The Company has programs and policies in place to expand responsible practices while reducing its environmental footprint and to help ensure compliance with laws and regulations.
While ADM has effectively managed through the risks arising from the ongoing pandemic caused by the novel coronavirus (COVID-19), and has implemented mitigation actions across global operations that has had a positive impact on its customers, employees, local communities, and other stakeholders, the Company could be materially impacted in the future if a more severe variant would arise causing disruptions far more severe than the Company has recently experienced.
ADM is monitoring the novel coronavirus (COVID-19) global pandemic and taking steps to mitigate the potential risks posed by its spread, including working with its customers, employees, suppliers, local communities, and other stakeholders.
COVID-19 or other health epidemics, pandemics, or similar outbreaks could impact the Company’s operations if significant portions of its workforce are unable to work effectively, including because of illness, quarantines, lockdowns, government actions, facility closures, or other restrictions.
Additionally, third party service providers, suppliers, joint ventures, customers, and other business partners may not be able fulfill their commitments creating additional disruptions for the Company.
The Company cannot at this time predict the impact of the COVID-19 pandemic on its future financial or operational results, but the impact could potentially be material over time.
There has been a recent increase in populism and nationalism in various countries around the world and the concept and benefits of free trade are being challenged.
While it is not possible to predict the consequences of discontinuation or modification of LIBOR at this time, the Company’s financing costs could be adversely or positively impacted.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
27 rewritten, 20 added, 80 removed, 114 unchanged
At December 31, [removed: 2020,] [added: 2021,] ADM had [removed: $0.7] [added: $0.9] billion of cash, cash equivalents, and short-term marketable securities and a current ratio, defined as current assets divided by current liabilities, of 1.5 to 1.
Included in working capital is [removed: $7.9] [added: $9.8] billion of readily marketable commodity inventories.
At December 31, [removed: 2020,] [added: 2021,] the Company’s capital resources included shareholders’ equity of [removed: $20.0] [added: $22.5] billion and lines of credit, including the accounts receivable securitization programs described below, totaling [removed: $10.2] [added: $11.2] billion, of which [removed: $6.6] [added: $8.1] billion was unused.
ADM’s ratio of long-term debt to total capital (the sum of long-term debt and shareholders’ equity) was [removed: 28%] [added: 26%] and [removed: 29%] [added: 28%] at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.
The Company’s ratio of net debt (the sum of short-term debt, current maturities of long-term debt, and long-term debt less the sum of cash and cash equivalents and short-term marketable securities) to capital (the sum of net debt and shareholders’ equity) was [removed: 32%] [added: 28%] and [removed: 29%] [added: 32%] at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.
Of the Company’s total lines of credit, $5.0 billion supported the commercial paper borrowing programs, against which there was [removed: $1.7] [added: $0.8] billion of commercial paper outstanding at December 31, [removed: 2020.][added: 2021.]
Low benchmark yields and favorable credit spreads coupled with continued strong cash flow generation during the second half of [removed: the year] [added: 2020] presented opportunities for ADM to re-balance the company’s liability portfolio to pre-pandemic levels.
Starting in June 2020, ADM began a series of liability management transactions including multiple early debt redemptions [removed: and the $0.7 billion debt tender in September 2020] to capitalize on all-time low interest rates.
As of December 31, [removed: 2020,] [added: 2021,] the Company had [removed: $0.7] [added: $0.9] billion of cash and cash equivalents, [removed: $0.3] [added: $0.5] billion of which is cash held by foreign subsidiaries whose undistributed earnings are considered indefinitely reinvested.
Based on the Company’s historical ability to generate sufficient cash flows from its U.S. operations and unused and available U.S. credit capacity of [removed: $4.0] [added: $5.2] billion, the Company has asserted that these funds are indefinitely reinvested outside the U.S.
The Programs provide the Company with up to [removed: $1.8] [added: $2.3] billion in funding against accounts receivable transferred into the Programs and expand the Company’s access to liquidity through efficient use of its balance sheet assets (see Note 19 in Item 8 for more information and disclosures on the Programs).
As of December 31, [removed: 2020,] [added: 2021,] the Company utilized [removed: $1.6] [added: $2.2] billion of its facility under the Programs.
The Company has acquired approximately 95.5 million shares under this program as of December 31, [removed: 2020.][added: 2021.]
In [removed: 2021,] [added: 2022,] the Company expects capital expenditures of [removed: $0.9] [added: $1.3] billion [removed: to $1.0 billion,] and additional cash outlays of approximately [removed: $0.8] [added: $0.9] billion in dividends and up to [removed: $0.5 billion] [added: $150 million] in share repurchases, subject to other strategic uses of [removed: capital.][added: capital and the evolution of operating cash flows and the working capital position throughout the year.]
The Company was in compliance with these covenants as of December 31, [removed: 2020.][added: 2021.]
Certain of the Company’s inventory and commodity derivative assets and liabilities as of December 31, [removed: 2020] [added: 2021] are valued at estimated fair values, including [removed: $7.9] [added: $9.8] billion of merchandisable agricultural commodity inventories, [removed: $2.8] [added: $1.4] billion of commodity derivative assets, [removed: $2.0] [added: $1.8] billion of commodity derivative liabilities, and [removed: $0.5] [added: $1.0] billion of inventory-related payables.
Commodity derivative assets and liabilities include forward [removed: fixed-price] purchase and [removed: sale] [added: sales] contracts for agricultural commodities.
Level 3 fair value measurements of approximately [removed: $3.0] [added: $3.5] billion of assets and $0.9 billion of liabilities represent fair value estimates where unobservable price components represent 10% or more of the total fair value price.
To the extent the Company were to favorably resolve matters for which valuation allowances have been established or [removed: be required] [added: is unable] to [removed: pay] [added: realize] amounts in excess of the aforementioned valuation allowances, the Company’s effective tax rate in a given financial statement period may be impacted.
Undistributed earnings of the Company’s foreign subsidiaries and corporate joint ventures amounting to approximately [removed: $12.5] [added: $12.7] billion at December 31, [removed: 2020,] [added: 2021,] are considered to be indefinitely reinvested.
During the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018,] [added: 2019,] asset abandonment and impairment charges for property, plant, and equipment were [removed: $28] [added: $73] million, [removed: $131] [added: $28] million, and [removed: $100] [added: $131] million, respectively.
The Company adopted the provisions of [removed: ASC] [added: Topic] 350, [removed: *Intangibles - Goodwill and Other*,] which permits, but does not require, a company to qualitatively assess indicators of a reporting unit’s fair value.
Critical estimates in the determination of the fair value of each reporting unit include, but are not limited to, future expected cash [removed: flows] [added: flows, revenue growth,] and discount rates.
During the year ended December 31, [removed: 2020,] [added: 2021,] the Company evaluated goodwill for impairment using a qualitative assessment in six reporting units and using a quantitative assessment in one reporting unit.
Definite-lived intangible assets, including capitalized expenses related to the Company’s 1ADM [removed: program,] [added: program such as third-party configuration costs and internal labor,] are amortized over their estimated useful lives of 1 to 50 years and are reviewed for impairment whenever there are indicators that the carrying values may not be fully recoverable.
The Company recorded impairment charges totaling [added: $52 million related to goodwill and other intangibles,] $26 million related to customer lists, [added: and] $11 million related [removed: to] goodwill and [removed: intangibles, and $9 million related customer lists] [added: other intangibles] during the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018,] [added: 2019,] respectively (see Note 18 in Item 8 for more information).
The amortization periods range from 2 to [removed: 36] [added: 28] years for the Company’s defined benefit pension plans and from 6 to [removed: 24] [added: 21] years for the Company’s postretirement benefit plans.
The Company’s purchase obligations as of December 31, 2021 and 2020 were $18.6 billion and $19.7 billion, respectively.
The decrease is primarily related to obligations to purchase lower quantities of agricultural commodity inventories.
As of December 31, 2021, the Company expects to make payments related to purchase obligations of $15.8 billion within the next twelve months.
The Company's other material cash requirements within the next 12 months include commercial paper outstanding of $0.8 billion, current maturities of long-term debt of $570 million, interest payments of $305 million, operating lease payments of $310 million, transition tax liability of $20 million, and pension and other postretirement plan contributions of $100 million.
The Company expects to make payments related to purchase obligations and other material cash requirements beyond the next twelve months of $18.2 billion.
During 2021, the Company decreased valuation allowances by $52 million primarily related to expired state attributes.
The Company accounts for any redeemable noncontrolling interest in temporary equity - redeemable noncontrolling interest at redemption value with periodic changes recorded in retained earnings.
The Company has seven reporting units identified at one level below the operating segment using the criteria in ASC 350, *Intangibles - Goodwill and Other* (Topic 350).
A 25 basis point increase in the discount rate assumption would result in a $90 million decrease to the Company's pension benefit obligation improving the funded status by the same amount while a 25 basis point decrease in the expected return on plan assets assumption would increase the Company’s pension expense by $4 million.
The Company manages its exposure to adverse price movements of agricultural commodities used for, and produced in, its business operations, by entering into derivative and non-derivative contracts which reduce the Company’s overall short or long commodity position.
Additionally, the Company uses exchange-traded futures and exchange-traded and over-the-counter option contracts as components of merchandising strategies designed to enhance margins.
The results of these strategies can be significantly impacted by factors such as the correlation between the value of exchange-traded commodities futures contracts and the cash prices of the underlying commodities, counterparty contract defaults, and volatility of freight markets.
In addition, the Company, from time-to-time, enters into derivative contracts which are designated as hedges of specific volumes of commodities that will be purchased and processed, or sold, in a future month.
The changes in the market value of such futures contracts have historically been, and are expected to continue to be, highly effective at offsetting changes in price movements of the hedged item.
Gains and losses arising from open and closed designated hedging transactions are deferred in other comprehensive income, net of applicable taxes, and recognized as a component of cost of products sold or revenues in the statement of earnings when the hedged item is recognized.
The Company’s commodity position consists of merchandisable agricultural commodity inventories, related purchase and sales contracts, energy and freight contracts, and exchange-traded futures and exchange-traded and over-the-counter option contracts including contracts used to hedge anticipated transactions.
The fair value of the Company’s commodity position is a summation of the fair values calculated for each commodity by valuing all of the commodity positions at quoted market prices for the period, where available, or utilizing a close proxy.
The Company has established metrics to monitor the amount of market risk exposure, which consist of volumetric limits, and value-at-risk (VaR) limits.
VaR measures the potential loss, at a 95% confidence level, that could be incurred over a one year period.
Volumetric limits are monitored daily and VaR calculations and sensitivity analysis are monitored weekly.
Liquidity and Capital Resources
A Company objective is to have sufficient liquidity, balance sheet strength, and financial flexibility to fund the operating and capital requirements of a capital intensive agricultural commodity-based business.
The Company depends on access to credit markets, which can be impacted by its credit rating and factors outside of ADM’s control, to fund its working capital needs and capital expenditures.
The primary source of funds to finance ADM’s operations, capital expenditures, and advancement of its growth strategy is cash generated by operations and lines of credit, including a commercial paper borrowing facility and accounts receivable securitization programs.
In addition, the Company believes it has access to funds from public and private equity and debt capital markets in both U.S. and international markets.
Cash used in operating activities was $2.4 billion in 2020 compared to $5.5 billion in 2019.
Working capital changes as described below, including the impact of deferred consideration, decreased cash by $5.5 billion in the current year compared to $7.7 billion in the prior year.
Trade receivables increased $0.1 billion primarily due to lower receivables sold.
Inventories increased $2.4 billion primarily due to higher inventory prices.
Other current assets and accrued expenses and other payables increased $2.1 billion and $1.3 billion, respectively, primarily due to increases in contracts and futures gains and losses.
Trade payables increased $0.7 billion principally reflecting seasonal cash payments for North American harvest-related grain purchases.
Payables to brokerage customers increased $1.4 billion due to increased customer trading activity in the Company’s futures commission and brokerage business.
Deferred consideration in securitized receivables of $4.6 billion and $7.7 billion in 2020 and 2019, respectively, was offset by the same amounts of net consideration received for beneficial interest obtained for selling trade receivables.
Cash provided by investing activities was $4.5 billion this year compared to $5.3 billion last year.
Capital expenditures of $0.8 billion in the current year were comparable to last year.
Net assets of businesses acquired were $15 million this year compared to $1.9 billion last year due to the acquisition of Neovia in 2019.
Proceeds from sales of business and assets of $0.7 billion in the current year related to the sale of a portion of the Company shares in Wilmar and certain other assets compared to $0.3 billion in the prior year.
Net consideration received for beneficial interest obtained for selling trade receivables was $4.6 billion and $7.7 billion in 2020 and 2019, respectively.
Cash used in financing activities was $0.4 billion this year compared to $0.7 billion last year.
Long-term debt borrowings in the current year of $1.8 billion consisted of the $0.5 billion and $1.0 billion aggregate principal amounts of 2.75% Notes due in 2025 and 3.25% Notes due in 2030, respectively, issued on March 27, 2020 and the $0.3 billion aggregate principal amount of zero coupon exchangeable bonds due in 2023 issued on August 26, 2020.
Proceeds from the borrowings in the current year were used for general corporate purposes, including the reduction of short-term debt.
Commercial paper net borrowings were $0.8 billion in the current year compared to $0.9 billion in the prior year.
Long-term debt payments in the current year of $2.1 billion related primarily to the early redemption of the $0.5 billion and $0.4 billion aggregate principal amounts of 4.479% debentures due in 2021 and 3.375% debentures due in 2022, respectively, the repurchase of $0.7 billion aggregate principal amount of certain outstanding notes and debentures, and the redemption of $0.2 billion aggregate principal amount of private placement notes due in 2021 and 2024.
Long-term debt payments of $0.6 billion in the prior year related to the €500 million Floating Rate Notes that matured in June 2019.
Share repurchases in the current year were $0.1 billion compared to $0.2 billion in the prior year.
Dividends paid in the current year of $0.8 billion were comparable to the prior year.
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Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
COVID-19 has not significantly impacted ADM’s capital and financial resources, and pricing on its revolving credit facility remains unchanged.
However, in line with the overall markets, COVID-19 created dislocations in the credit markets during certain periods in the first half of 2020 with corporate spreads increasing, partially offset by a decline in benchmark yields.
The Company has utilized its diversified sources of liquidity, including its inventory financing and bilateral bank facilities, to ensure it has ample cash and is prepared for possible unexpected credit market disruptions.
Additionally, ADM has been accepted into the Federal Reserve’s Commercial Paper Financing Facility and the Bank of England’s COVID Corporate Financing Facility ensuring uninterrupted access to both the U.S. and European commercial paper markets.
The Federal Reserve’s Commercial Paper Financing Facility and the Bank of England’s COVID Corporate Financing Facility expire in March and June 2021, respectively, unless renewed.
To date, the Company has not utilized these facilities.
Contractual Obligations
In the normal course of business, the Company enters into contracts and commitments which obligate the Company to make payments in the future.
The following table sets forth the Company’s significant future obligations by time period.
Purchases include commodity-based contracts entered into in the normal course of business, which are further described in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” energy-related purchase contracts entered into in the normal course of business, and other purchase obligations related to the Company’s normal business activities.
An excerpt. Shown here: all 27 rewritten, all 20 added and 40 of 80 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) in the FY2021 filing and the FY2020 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued)
13 rewritten, 1 added, 16 removed, 25 unchanged
The highest, lowest, and average weekly position for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] together with the market risk from a hypothetical 10% adverse price change is as follows:
| | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | | | | | | | December 31, [removed: 2019] [added: 2020] | | | | | | | | |
| Highest position | | | | | | $ | [removed: 966] [added: 1,426] | | | | | $ | [removed: 97] [added: 143] | | | | | $ | [removed: 576] [added: 966] | | | | | $ | [removed: 58] [added: 97] | |
| Lowest position | | | | | | [removed: (842)] [added: (98)] | | | | | | [removed: (84)] [added: (10)] | | | | | | [removed: (83)] [added: (842)] | | | | | | [removed: (8)] [added: (84)] | | |
| Average position | | | | | | [removed: 111] [added: 671] | | | | | | [removed: 11] [added: 67] | | | | | | [removed: 280] [added: 111] | | | | | | [removed: 28] [added: 11] | | |
The amount the Company considers indefinitely invested in foreign subsidiaries and corporate joint ventures translated into dollars using the year-end exchange rates is [removed: $10.5] [added: $10.6] billion and [removed: $9.6] [added: $10.5] billion [removed: ($12.5] [added: ($12.7] billion and [removed: $11.6] [added: $12.5] billion at historical rates) at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.
The increase is due to the increase in retained earnings of the foreign subsidiaries of [removed: $1.0] [added: $0.2 billion partially offset by the depreciation of foreign currencies versus the U.S. dollar of $0.1] billion.
The potential loss in fair value, which would principally be recognized in Other Comprehensive Income, resulting from a hypothetical 10% adverse change in quoted foreign currency exchange rates is $1.3 billion [removed: and $1.2 billion] for December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.
| | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2019] [added: 2020] | | |
| Fair value of long-term debt | | | $ | [removed: 9,487] [added: 9,512] | | | | | $ | [removed: 9,211] [added: 9,487] | |
| Excess of fair value over carrying value | | | [removed: 1,602] [added: 1,500] | | | | | | [removed: 1,540] [added: 1,602] | | |
| Market risk | | | [removed: 441] [added: 490] | | | | | | [removed: 420] [added: 441] | | |
The increase in the fair value of long-term debt at December 31, [removed: 2020] [added: 2021] is primarily due to [removed: decreased interest rates and] increased borrowings.
The change in fair value of the average position was due to the increase in average quantities and prices of the underlying commodities.
The Company manages its exposure to adverse price movements of agricultural commodities used for, and produced in, its business operations, by entering into derivative and non-derivative contracts which reduce the Company’s overall short or long commodity position.
Additionally, the Company uses exchange-traded futures and exchange-traded and over-the-counter option contracts as components of merchandising strategies designed to enhance margins.
The results of these strategies can be significantly impacted by factors such as the correlation between the value of exchange-traded commodities futures contracts and the cash prices of the underlying commodities, counterparty contract defaults, and volatility of freight markets.
In addition, the Company, from time-to-time, enters into derivative contracts which are designated as hedges of specific volumes of commodities that will be purchased and processed, or sold, in a future month.
The changes in the market value of such futures contracts have historically been, and are expected to continue to be, highly effective at offsetting changes in price movements of the hedged item.
Gains and losses arising from open and closed designated hedging transactions are deferred in other comprehensive income, net of applicable taxes, and recognized as a component of cost of products sold or revenues in the statement of earnings when the hedged item is recognized.
The Company’s commodity position consists of merchandisable agricultural commodity inventories, related purchase and sales contracts, energy and freight contracts, and exchange-traded futures and exchange-traded and over-the-counter option contracts including contracts used to hedge portions of production requirements, net of sales.
The fair value of the Company’s commodity position is a summation of the fair values calculated for each commodity by valuing all of the commodity positions at quoted market prices for the period, where available, or utilizing a close proxy.
The Company has established metrics to monitor the amount of market risk exposure, which consist of volumetric limits, and value-at-risk (VaR) limits.
VaR measures the potential loss, at a 95% confidence level, that could be incurred over a one year period.
Volumetric limits are monitored daily and VaR calculations and sensitivity analysis are monitored weekly.
The change in fair value of the average position was principally the result of a decrease in quantities.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued)
Item 1. BUSINESS (Continued)
19 rewritten, 24 added, 27 removed, 58 unchanged
The following tables set forth information about the Company’s employees as of December 31, [removed: 2020.][added: 2021.]
| Executive Council | | | 72 | | % | | | | 28 | | % | | | | 100 | | % | | | | [removed: 87] [added: 72] | | % | | | | [removed: 13] [added: 28] | | % | | | | 100 | | % |
| Senior Leadership | | | [removed: 73] [added: 74] | | % | | | | [removed: 27] [added: 26] | | % | | | | 100 | | % | | | | [removed: 74] [added: 73] | | % | | | | [removed: 26] [added: 27] | | % | | | | 100 | | % |
| Salaried Colleagues | | | [removed: 64] [added: 63] | | % | | | | [removed: 36] [added: 37] | | % | | | | 100 | | % | | | | [removed: 65] [added: 64] | | % | | | | [removed: 35] [added: 36] | | % | | | | 100 | | % |
Part of ADM’s vision is to [removed: continuously strengthen its culture with] [added: promote] a diverse [removed: and] [added: workplace with equitable opportunities for all its employees within an] inclusive [removed: workforce where] [added: culture to make sure] all colleagues [added: globally] feel they belong and make meaningful contributions to the success of each other and the Company.
The Company’s comprehensive [removed: diversity] [added: diversity, equity,] and inclusion [added: (DE&I)] strategy includes four focus areas: Leadership Engagement & Communication, Recruitment, Advancement & Retention, and Networks & Sponsorships.
ADM has made a commitment through Paradigm for [removed: Parity] [added: Parity®] to achieve gender parity in its senior leadership team by 2030.
Since making this commitment in 2018, the Company has improved its gender diversity from 21% to currently [removed: 27%.][added: 26%.]
The Company believes [removed: diversity] [added: diversity, equity,] and inclusion are key business priorities that will enable ADM to continue innovating, driving growth through customer focus, and delivering outstanding performance for shareholders.
ADM prides itself in offering [added: equitable] career opportunities that include global assignments for its high potential talent, internal career growth for those who wish to learn more, and experiential learning through projects, mentorships, and on-the-job development.
ADM’s annual voluntary employee turnover rate in [removed: 2020] [added: 2021] of [removed: 7.9%] [added: 11.3%] was [removed: down] [added: up] from the turnover rate in [removed: 2019] [added: 2020] of [removed: 9.5%, which excluded turnover related to the enhanced early retirement offer in 2019.][added: 7.9%.]
| | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2019] [added: 2020] | | |
| Average Years of Service | | | 8.4 | | | | | | [removed: 7.5] [added: 8.4] | | |
| Annual Voluntary Attrition | | | [removed: 7.9] [added: 11.3] | | % | | | | [removed: 9.5] [added: 7.9] | | % |
[removed: While the] [added: The] Company [removed: has made enormous progress in recent years, it] continues to take steps to further enhance the safety of its workplaces and maintains a goal of zero fatalities.
In [removed: 2020, more than] [added: 2021, about] 80% of ADM’s sites completed the year without recordable injuries, and [removed: more than] [added: about] 90% without lost workday injuries.
The Company’s Total Recordable Incident Rate [removed: increased] [added: decreased] from [removed: 0.72 in 2019 to] 0.77 in 2020 [added: to 0.73 in 2021] while its Lost Workday Incident Rate increased from [removed: 0.16] [added: 0.17] in [removed: 2019] [added: 2020] to [removed: 0.17] [added: 0.21] in [removed: 2020.][added: 2021.]
The Company’s Code of Conduct, Corporate Governance Guidelines, and the written charters of the Audit, [removed: Compensation/Succession, Nominating/Corporate] [added: Compensation and Succession, Nominating and Corporate] Governance, Sustainability and Corporate Responsibility, and Executive Committees are also available through its website.
Management directs a Company-wide [removed: Enterprise Risk Management (ERM)] [added: ERM] Program, with oversight from the Company’s Board of Directors.
| North America | | | 8,708 | | | | | | 10,427 | | | | | | 269 | | | | | | 19,404 | | |
| EMEA | | | 5,652 | | | | | | 4,428 | | | | | | 571 | | | | | | 10,651 | | |
| South America | | | 2,535 | | | | | | 4,511 | | | | | | 641 | | | | | | 7,687 | | |
| Asia Pacific | | | 1,823 | | | | | | 710 | | | | | | 32 | | | | | | 2,565 | | |
| Central America/Caribbean | | | 256 | | | | | | 168 | | | | | | 8 | | | | | | 432 | | |
| Total | | | 18,974 | | | | | | 20,244 | | | | | | 1,521 | | | | | | 40,739 | | |
| Full-time | | | 30,339 | | | 77 | | % | | | | 8,879 | | | 23 | | % | | | | 39,218 | | | 100 | | % |
| Part-time | | | 649 | | | 43 | | % | | | | 872 | | | 57 | | % | | | | 1,521 | | | 100 | | % |
| Total | | | 30,988 | | | 76 | | % | | | | 9,751 | | | 24 | | % | | | | 40,739 | | | 100 | | % |
| | | | 2021 | | | | | | | | | | | | | | | | | | 2020 | | | | | | | | | | | | | | |
In order to ensure that the Company’s global DE&I strategy aligns with its business strategy, ADM reinstalled a global DE&I council with strong presence in four regions of the world.
The Nominating and Corporate Governance Committee has worked hard to recommend nominees who have skills and experiences relevant to ADM’s strategy and operations and who reflect the diversity of the world around us.
As of December 31, 2021, 58% of ADM’s twelve board members are diverse – six are African-American, Hispanic or Asian, and three are women.
Detailed information with respect to the Board’s composition is set forth in “Proxy Summary– Director Nominee Diversity, Age, Tenure, and Independence” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 30, 2022 and is incorporated herein by reference.
In 2021, ADM launched the first of its Employee Resource Groups (ERGs) focused on women as part of the Company’s DE&I vision and strategy.
The ERGs, also known as Affinity Groups, are voluntary, employee-led groups where colleagues with shared experiences, interests or goals can come together in a safe space to provide support, build a sense of community, and promote personal and professional development.
ADM also held the Global Women’s Leadership Summit – a two-day virtual event aimed at inspiring and motivating the Company’s women leaders, as well as providing them with tools to help navigate career development to advance more women into senior leadership roles.
The summit, which took place in March 2021, featured motivational speakers and roundtable discussions with members of ADM’s top leadership, Executive Committee, and members of the Board of Directors, as well as a representative from Paradigm for Parity®, a coalition of business leaders dedicated to addressing the leadership gender gap in corporate America.
ADM finished 2021 with no fatalities and a 50% reduction in serious injuries.
Through the guidance of the Environmental, Health, and Safety CoE, the operations teams focused on three programs to reduce the most serious injuries:
–“Take Control” program, which identified over 65,000 machine access and guarding opportunities globally;
–Near-miss Reporting and Investigation; and
–New Colleague Integration program.
Through continued application of these programs, ADM aims to achieve a 14% reduction in recordable injuries in 2022 compared to 2021.
ADM’s corporate social investment program, ADM Cares, aligns the Company’s corporate giving with its business strategies and sustainability objectives.
Through the program, ADM works to sustain and strengthen its commitment to communities where ADM colleagues work, live, and operate by directing funding to initiatives and organizations driving meaningful social, economic, and environmental progress.
The ADM Cares team evaluates potential projects submitted for funding to ensure they meet eligibility criteria, such as initiatives that support education, food security and hunger relief, or safe, responsible, and environmentally sound agricultural practices in critical growing regions around the world.
Human Capital and Diversity and Inclusion
ADM’s purpose of unlocking the power of nature to enrich the quality of life highlights the significant role ADM plays within an essential industry and the critical job each employee has within the Company.
ADM has long maintained its Code of Conduct to help the Company achieve the right results, the right way.
The code establishes high standards of honesty and integrity for all ADM colleagues and business partners and sets forth specific policies to help ensure that the Company always conducts business fairly and ethically everywhere it operates.
The Company’s culture is focused on Integrity, Performance, Innovation, and Inclusion.
ADM is a truly global company of approximately 39,000 employees working together to achieve extraordinary results.
Talented colleagues can be found in a wide variety of roles – from front-line production workers, supply chain experts who deliver to customers all over the world, engineering teams who continuously improve the Company's operations, sales and commercial teams who work closely with customers, finance professionals, and so many more.
ADM continues to develop its workforce to remain relevant and deliver on the Company’s growth aspirations with a strong focus on sustainability.
| North America | | | 8,196 | | | | | | 10,227 | | | | | | 270 | | | | | | 18,693 | | |
| EMEA | | | 4,586 | | | | | | 4,847 | | | | | | 564 | | | | | | 9,997 | | |
| South America | | | 2,543 | | | | | | 4,476 | | | | | | 659 | | | | | | 7,678 | | |
| Asia Pacific | | | 1,648 | | | | | | 717 | | | | | | 12 | | | | | | 2,377 | | |
| Central America/Caribbean | | | 190 | | | | | | 145 | | | | | | 8 | | | | | | 343 | | |
| Total | | | 17,163 | | | | | | 20,412 | | | | | | 1,513 | | | | | | 39,088 | | |
| Full-time | | | 29,538 | | | 79 | | % | | | | 8,037 | | | 21 | | % | | | | 37,575 | | | 100 | | % |
| Part-time | | | 689 | | | 46 | | % | | | | 824 | | | 54 | | % | | | | 1,513 | | | 100 | | % |
| Total | | | 30,227 | | | 77 | | % | | | | 8,861 | | | 23 | | % | | | | 39,088 | | | 100 | | % |
| | | | 2020 | | | | | | | | | | | | | | | | | | 2019 | | | | | | | | | | | | | | |
After almost two years without a fatality, ADM lost five colleagues in 2020.
In late 2019, ADM restructured its environmental, health, and safety organization to address areas of opportunity which resulted in an enhanced focus on transportation and maritime safety.
The Company also launched two efforts to address occupational safety:
–A cross-functional safety culture team to drive improvement through simplification with an initial focus on higher-risk activities.
–A coaching and mentoring program to provide leadership engagement and targeted performance improvement plans at underachieving facilities.
Through these actions, ADM aims to achieve continuous improvement in 2021, including a 10% reduction in injuries compared to 2020.
Cover and table of contents
57 rewritten, 108 added, 30 removed, 208 unchanged
For the fiscal year ended December 31, [removed: 2020][added: 2021]
[removed: ][added: ]
Yes [removed: x][added: ☒]
Yes ¨ No [removed: x][added: ☒]
Yes [removed: x] [added: ☒] No ¨
Common Stock, no par [removed: value—$22.0] [added: value—$33.7] billion
Common Stock, no par [removed: value—558,414,074] [added: value—562,166,572] shares
Portions of the Registrant’s definitive proxy statement relating to its [removed: 2021] [added: 2022] annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.
| 1A. | | | [Risk [removed: Factors](#ide8a4f7c51a34feba220973f6c1729e3_16)] [added: Factors](#id9a67e7dd72d425880270482e0f1684c_16)] | | | | | | [removed: [12](#ide8a4f7c51a34feba220973f6c1729e3_16)] [added: [15](#id9a67e7dd72d425880270482e0f1684c_16)] | | |
| 1B. | | | [Unresolved Staff [removed: Comments](#ide8a4f7c51a34feba220973f6c1729e3_19)] [added: Comments](#id9a67e7dd72d425880270482e0f1684c_19)] | | | | | | [removed: [19](#ide8a4f7c51a34feba220973f6c1729e3_19)] [added: [22](#id9a67e7dd72d425880270482e0f1684c_19)] | | |
| 3. | | | [Legal [removed: Proceedings](#ide8a4f7c51a34feba220973f6c1729e3_25)] [added: Proceedings](#id9a67e7dd72d425880270482e0f1684c_25)] | | | | | | [removed: [27](#ide8a4f7c51a34feba220973f6c1729e3_25)] [added: [24](#id9a67e7dd72d425880270482e0f1684c_25)] | | |
| 4. | | | [Mine Safety [removed: Disclosures](#ide8a4f7c51a34feba220973f6c1729e3_28)] [added: Disclosures](#id9a67e7dd72d425880270482e0f1684c_28)] | | | | | | [removed: [27](#ide8a4f7c51a34feba220973f6c1729e3_28)] [added: [24](#id9a67e7dd72d425880270482e0f1684c_28)] | | |
| 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#ide8a4f7c51a34feba220973f6c1729e3_34)] [added: Securities](#id9a67e7dd72d425880270482e0f1684c_34)] | | | | | | [removed: [28](#ide8a4f7c51a34feba220973f6c1729e3_34)] [added: [25](#id9a67e7dd72d425880270482e0f1684c_34)] | | |
| 6. | | | [Selected Financial [removed: Data](#ide8a4f7c51a34feba220973f6c1729e3_37)] [added: Data](#id9a67e7dd72d425880270482e0f1684c_37)] | | | | | | [removed: [30](#ide8a4f7c51a34feba220973f6c1729e3_37)] [added: [27](#id9a67e7dd72d425880270482e0f1684c_37)] | | |
| 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ide8a4f7c51a34feba220973f6c1729e3_40)] [added: Operations](#id9a67e7dd72d425880270482e0f1684c_40)] | | | | | | [removed: [32](#ide8a4f7c51a34feba220973f6c1729e3_40)] [added: [27](#id9a67e7dd72d425880270482e0f1684c_40)] | | |
| 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ide8a4f7c51a34feba220973f6c1729e3_82)] [added: Risk](#id9a67e7dd72d425880270482e0f1684c_82)] | | | | | | [removed: [54](#ide8a4f7c51a34feba220973f6c1729e3_82)] [added: [41](#id9a67e7dd72d425880270482e0f1684c_82)] | | |
| 8. | | | [Financial Statements and Supplementary [removed: Data](#ide8a4f7c51a34feba220973f6c1729e3_85)] [added: Data](#id9a67e7dd72d425880270482e0f1684c_85)] | | | | | | [removed: [57](#ide8a4f7c51a34feba220973f6c1729e3_85)] [added: [43](#id9a67e7dd72d425880270482e0f1684c_85)] | | |
| 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ide8a4f7c51a34feba220973f6c1729e3_190)] [added: Disclosure](#id9a67e7dd72d425880270482e0f1684c_178)] | | | | | | [removed: [122](#ide8a4f7c51a34feba220973f6c1729e3_190)] [added: [106](#id9a67e7dd72d425880270482e0f1684c_178)] | | |
| 9A. | | | [Controls and [removed: Procedures](#ide8a4f7c51a34feba220973f6c1729e3_193)] [added: Procedures](#id9a67e7dd72d425880270482e0f1684c_181)] | | | | | | [removed: [122](#ide8a4f7c51a34feba220973f6c1729e3_193)] [added: [106](#id9a67e7dd72d425880270482e0f1684c_181)] | | |
| 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ide8a4f7c51a34feba220973f6c1729e3_202)] [added: Governance](#id9a67e7dd72d425880270482e0f1684c_190)] | | | | | | [removed: [123](#ide8a4f7c51a34feba220973f6c1729e3_202)] [added: [107](#id9a67e7dd72d425880270482e0f1684c_190)] | | |
| 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ide8a4f7c51a34feba220973f6c1729e3_208)] [added: Matters](#id9a67e7dd72d425880270482e0f1684c_196)] | | | | | | [removed: [125](#ide8a4f7c51a34feba220973f6c1729e3_208)] [added: [109](#id9a67e7dd72d425880270482e0f1684c_196)] | | |
| 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ide8a4f7c51a34feba220973f6c1729e3_211)] [added: Independence](#id9a67e7dd72d425880270482e0f1684c_199)] | | | | | | [removed: [125](#ide8a4f7c51a34feba220973f6c1729e3_211)] [added: [109](#id9a67e7dd72d425880270482e0f1684c_199)] | | |
| 14. | | | [Principal Accounting Fees and [removed: Services](#ide8a4f7c51a34feba220973f6c1729e3_214)] [added: Services](#id9a67e7dd72d425880270482e0f1684c_202)] | | | | | | [removed: [125](#ide8a4f7c51a34feba220973f6c1729e3_214)] [added: [109](#id9a67e7dd72d425880270482e0f1684c_202)] | | |
| 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ide8a4f7c51a34feba220973f6c1729e3_220)] [added: Schedules](#id9a67e7dd72d425880270482e0f1684c_208)] | | | | | | [removed: [126](#ide8a4f7c51a34feba220973f6c1729e3_220)] [added: [110](#id9a67e7dd72d425880270482e0f1684c_208)] | | |
The Company is a global leader in [added: sustainable] human and animal [removed: nutrition and] [added: nutrition, one of] the world’s premier agricultural origination and processing [removed: company.][added: companies, and an innovator in creating sustainable solutions in agriculture, energy, and bio-based alternatives to materials and fuels currently produced from petroleum products.]
[removed: The Company] [added: ADM] transforms natural products into staple foods, [removed: sustainable,] [added: sustainable and] renewable industrial products, [added: renewable fuels,] and an expansive pantry of food and beverage ingredients and solutions for foods and beverages, supplements, nutrition for pets and livestock and more.
[removed: And with] [added: With] an array of unparalleled capabilities across every part of the global food chain, ADM gives its customers an edge in solving global challenges of today and tomorrow.
At ADM, sustainable practices and a focus on environmental responsibility are not separate from its primary business: they are integral to the [added: growth strategy of the Company and to the] work the Company does every day to serve customers and create value for shareholders.
[removed: In addition,] ADM [added: also] has significant investments and joint ventures that aim to expand or enhance the market for its products or offer other benefits including, but not limited to, geographic or product-line expansion.
Around the world, ADM’s food scientists, flavorists, [removed: chefs] and [removed: more] [added: chefs] offer innovative solutions for consumers seeking foods, beverages and supplements to support health and wellness.
The Company has a 32.2% interest in [removed: Pacificor (formerly Kalama Export Company LLC).][added: Pacificor.]
Pacificor owns and operates [removed: a] grain export [removed: elevator] [added: elevators] in Kalama, Washington and [removed: a grain export elevator in] Portland, Oregon.
The Company is a [removed: major] supplier of raw materials to Wilmar, Stratas Foods LLC, Edible Oils Limited, SoyVen, and Olenex.
Ethyl alcohol is produced by the Company for industrial use in products such as hand [removed: sanitizers, as ethanol, or] [added: sanitizers and ethanol for use in gasoline due to its ability to increase octane] as [removed: beverage grade.][added: an extender and oxygenate.]
ADM Investor Services, Inc., a wholly owned subsidiary of the Company, is a registered futures commission merchant and a clearing member of all principal commodities exchanges in the U.S. ADM Investor Services [removed: International,] [added: International] Limited, a member of several derivative and commodity exchanges and clearing houses in Europe, ADMIS Singapore Pte.
| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |
| Soybeans | | | 18% | | | | | | [removed: 16%] [added: 18%] | | | | | | 16% | | |
| Soybean Meal | | | [removed: 14%] [added: 12%] | | | | | | [removed: 13%] [added: 14%] | | | | | | [removed: 14%] [added: 13%] | | |
| Corn | | | [removed: 12%] [added: 14%] | | | | | | 12% | | | | | | 12% | | |
The Company does not expect any individual new product to have a significant impact on the Company’s revenues in [removed: 2021.][added: 2022.]
Yes ☒ No ¨
as of June 30, 2021)
(February 16, 2022)
| 1. | | | [Business](#id9a67e7dd72d425880270482e0f1684c_13) | | | | | | [4](#id9a67e7dd72d425880270482e0f1684c_13) | | |
| 2. | | | [Properties](#id9a67e7dd72d425880270482e0f1684c_22) | | | | | | [22](#id9a67e7dd72d425880270482e0f1684c_22) | | |
| 9B. | | | [Other Information](#id9a67e7dd72d425880270482e0f1684c_184) | | | | | | [107](#id9a67e7dd72d425880270482e0f1684c_184) | | |
| 11. | | | [Executive Compensation](#id9a67e7dd72d425880270482e0f1684c_193) | | | | | | [109](#id9a67e7dd72d425880270482e0f1684c_193) | | |
| 16. | | | Form 10-K Summary | | | | | | [114](#id9a67e7dd72d425880270482e0f1684c_211) | | |
| | | | [Signatures](#id9a67e7dd72d425880270482e0f1684c_214) | | | | | | [115](#id9a67e7dd72d425880270482e0f1684c_214) | | |
ADM’s board of directors actively oversees the Company’s sustainability strategy through a board-level Sustainability and Corporate Responsibility Committee (Sustainability Committee), and ADM’s Chief Sustainability Officer is part of the core strategy team who reports to the Chief Strategy Officer.
Utilizing ADM’s unique position in the agricultural value chain, its extensive global grain elevator and transportation network, and its production facilities, ADM is driving sustainability into every aspect of the agriculture value chain.
The Company is actively working to improve the efficiency of its facilities and vehicles, finding alternative uses for waste, reusing and recycling water, and sequestering carbon at its onsite capture and storage facility.
Structured trade finance’s activities include programs under which ADM prepays financial institutions, on a discounted basis, U.S. dollar-denominated letters of credit based on underlying commodity trade flows.
In December 2021, the Company entered into a joint venture with Marathon Petroleum Corp. for the production of soybean oil to supply rapidly growing demand for renewable diesel fuel.
The Company has a 22.3% equity interest in Wilmar International Limited (Wilmar), a Singapore publicly listed company.
The Carbohydrate Solutions segment has announced various memorandums of understanding with potential strategic partners leveraging our core production capabilities and carbon sequestration experience to facilitate the production of low carbon, bio-based products such as sustainable aviation fuel and innovative renewable chemicals.
In November 2021, the Company sold its ethanol production complex in Peoria, Illinois.
ADM acquired Golden Farm Production & Commerce Company Limited in April 2021; a 75% majority stake in PetDine, Pedigree Ovens, The Pound Bakery, and NutraDine (collectively, “P4”), premier providers of private label pet treats and supplements, in September 2021; U.S.-based Deerland Probiotics & Enzymes (“Deerland”), a leader in probiotic, prebiotic, and enzyme technology, in November 2021; Sojaprotein, a leading European provider of non-GMO soy ingredients, in November 2021; and Flavor Infusion International, S.A., a full-range provider of flavor and specialty ingredient solutions for customers across Latin America and the Caribbean, in December 2021.
Some of the principal crops that ADM sources and processes present specific climate change risks.
For example, South American soy and global palm present risks of deforestation due to their proximity to the forest and other high-carbon-value landscapes.
In addition, row crops such as corn, soy, wheat, and canola present environmental risks when not managed appropriately, such as water quality impairment, erosion, soil degradation, and GHG emissions.
However, these crops also present an opportunity to combat climate change through their ability to sequester carbon in the soil using regenerative agricultural practices.
ADM has engaged over 13 million acres in sustainable agriculture practices globally.
In addition to policies, a portion of the Company’s commodity sourcing is conducted using third-party certification programs including ADM Responsible Soy, Biomass Biofuel Sustainability Voluntary Scheme, Round Table for Responsible Soy, International Sustainability and Carbon Certification, Round Table on Sustainable Palm Oil, and U.S. Soy Sustainability Assurance Protocol.
These programs have standards that are established to provide transparency on specific sustainability-related criteria.
ADM procures canola, soybeans, and palm under these programs.
The Company aims to achieve full traceability of direct and indirect soy suppliers in South America by the end of 2022 and aims to eliminate all deforestation in its supply chain by the end of 2030.
In 2021, the Company also opened a plant-based innovation laboratory in ADM’s Biopolis research hub in Singapore to develop nutritious products to meet the growing food and beverage demand in the Asia-Pacific region.
In October 2021, the Company announced an agreement with Qingdao Vland Biotech Group Co., Ltd., a leading producer of enzymes and probiotics, to form a joint venture to manufacture and sell human probiotics to serve the growing Chinese demand.
In November 2021, the Company opened a new animal nutrition laboratory in Rolle, Switzerland to support the development of science-based feed additives to meet worldwide customer needs for pet food, aquaculture, and livestock species.
The distribution platform that was launched by the team for ADM to sell several of its ingredients has been successful for revenue growth and market and consumer insights.
ADM Ventures portfolio of investments are primarily accounted for at cost and recorded in Other Assets in the Company’s consolidated balance sheets.
In September 2021, the Company announced a memorandum of understanding (MOU) with LG Chem, a leading global diversified chemical company, to explore US-based production of lactic acid to meet growing demand for a wide variety of plant-based products, including bioplastics, through the creation of two joint ventures.
In October 2021, the Company announced making an equity investment in Acies Bio, a Slovenia-based biotechnology company specializing in R&D and manufacturing services for developing and scaling synthetic biology and precision fermentation technologies for food, agriculture and industrial applications.
In October 2021, the Company announced a MOU with Gevo, Inc., a pioneer in transforming renewable energy into low carbon, energy-dense liquid hydrocarbons, to support the production of up to 500 million gallons of sustainable aviation fuel and other low carbon-footprint hydrocarbon fuel.
In November 2021, the Company announced an agreement to form a 50-50 joint venture with Asia Sustainable Foods Platform, a wholly-owned company of Temasek, to provide technology development and precision fermentation for companies serving the growing consumer demand for a wide variety of bio-based products, including alternative protein, in Singapore and the wider Asia-Pacific region.
Item 1.
BUSINESS (Continued)
*Governance*
The Sustainability Committee of the Board actively oversees the Company’s objectives, goals, strategies, and activities relating to sustainability and corporate responsibility matters.
as of June 30, 2020)
(February 17, 2021)
| 1. | | | [Business](#ide8a4f7c51a34feba220973f6c1729e3_13) | | | | | | [4](#ide8a4f7c51a34feba220973f6c1729e3_13) | | |
| 2. | | | [Properties](#ide8a4f7c51a34feba220973f6c1729e3_22) | | | | | | [20](#ide8a4f7c51a34feba220973f6c1729e3_22) | | |
| 9B. | | | [Other Information](#ide8a4f7c51a34feba220973f6c1729e3_196) | | | | | | [122](#ide8a4f7c51a34feba220973f6c1729e3_196) | | |
| 11. | | | [Executive Compensation](#ide8a4f7c51a34feba220973f6c1729e3_205) | | | | | | [125](#ide8a4f7c51a34feba220973f6c1729e3_205) | | |
| 16. | | | Form 10-K Summary | | | | | | [130](#ide8a4f7c51a34feba220973f6c1729e3_223) | | |
| | | | [Signatures](#ide8a4f7c51a34feba220973f6c1729e3_226) | | | | | | [131](#ide8a4f7c51a34feba220973f6c1729e3_226) | | |
ADM owns and operates an extensive global grain elevator and transportation network to procure, store, clean, and transport agricultural raw materials, such as oilseeds, corn, wheat, milo, oats, and barley, as well as products derived from those inputs.
ADM’s production facilities around the world turn natural products into a wide array of food, beverage, health and wellness, feed, and other ingredients.
In August 2020, the Company sold a portion of its shares in Wilmar International Limited (Wilmar), a Singapore publicly listed company, as part of a capital allocation action, decreasing its ownership interest from 24.8% to 22.2%.
Ethanol, in gasoline, increases octane and is used as an extender and oxygenate.
Effective January 1, 2020, the Company started reporting its newly created dry mill ethanol subsidiary, Vantage Corn Processors (VCP), as a sub-segment within the Carbohydrate Solutions segment.
VCP replaces the Bioproducts sub-segment which included the combined results of the Company’s corn dry and wet mill ethanol operations.
The wet mill ethanol operations that were previously reported in Bioproducts are now included in the Starches and Sweeteners sub-segment.
In addition to dry mill ethanol production, VCP sells/brokers ADM’s wet mill ethanol production as the sole marketer of ethanol produced at the Company’s facilities.
The change does not have an impact on the total results of the Carbohydrate Solutions segment.
In January 2020, ADM acquired Yerbalatina, a natural plant-based extracts and ingredients manufacturer.
In October 2020, the Company formally launched PlantPlus Foods, a 30% joint venture with Marfrig, one of the world’s leading beef producers and the world’s largest beef patty producer, that will offer a wide range of finished plant-based food products across North and South America, and entered into an agreement with Spiber Inc. (Spiber) to expand the production of Spiber’s innovative Brewed Protein™ polymers for use in apparel and other consumer products.
The 2014 acquisition of Wild Flavors approximately doubled the number of scientists and technicians in research and development.
The first internal venture funded project, a new sweetener, has been fully commercialized and is being sold in the United States by ADM’s Carbohydrate Solutions business unit.
The team has also launched a new distribution platform for the Company to sell several of its ingredients.
In 2019, the Company announced a joint venture with LG Chem, Ltd. to develop biobased acrylic acid using ingredients from the Company’s corn processing.
Acrylic acid is a key element required in the manufacture of superabsorbent polymers used in a range of hygiene products, including diapers.
In 2012, the Company established the “15x20” plan, in which the Company set as goals per-unit improvements in energy use, GHG emissions, water and waste to landfill by 2020.
After meeting those goals ahead of schedule, ADM engaged a leading engineering professional services firm to conduct an in-depth feasibility carbon reduction study to help shape a new set of goals to combat climate change.
A number of jurisdictions where the Company has operations have implemented or are in the process of implementing carbon pricing programs or regulations to reduce greenhouse gas emissions including, but not limited to, the U.S., Canada, Mexico, the E.U. and its member states, and China.
The Company’s operations located in countries with effective and applicable carbon pricing and regulatory programs currently meet their obligations in this regard with no significant impact on the earnings and competitive position of the Company.
It is difficult at this time to estimate the likelihood of passage, or predict the potential impact, of any additional legislation, regulations or agreements.
Potential consequences of new obligations could include increased energy, transportation, raw material, and administrative costs, and may require the Company to make additional investments in its facilities and equipment.
An excerpt. Shown here: 40 of 57 rewritten, 40 of 108 added and all 30 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2021 filing and the FY2020 filing.
Item 1B. UNRESOLVED STAFF COMMENTS
3 rewritten, 0 added, 129 removed, 10 unchanged
The Company also owns approximately [removed: 170] [added: 160] warehouses and terminals primarily used as bulk storage facilities and has [removed: 61] [added: 59] innovation centers.
Processing plants and procurement facilities owned or leased by unconsolidated joint ventures are [removed: also] not included in the tables [removed: above.][added: below.]
To enhance the efficiency of transporting large quantities of raw materials and finished products between the Company’s procurement facilities and processing plants and also the final delivery of products to its customers around the world, the Company owns approximately 1,800 barges, [removed: 11,500] [added: 11,300] rail cars, [removed: 350] [added: 310] trucks, 1,300 trailers, [removed: 110] [added: 120] boats, and 3 oceangoing vessels; and leases, under operating leases, approximately 780 barges, [removed: 16,700] [added: 17,500] rail cars, [removed: 330] [added: 290] trucks, [removed: 330] [added: 370] trailers, [removed: 44] [added: 30] boats, and [removed: 29] [added: 28] oceangoing vessels.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
Item 2.
The Company owns or leases, under operating leases, the following processing plants and procurement facilities:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Processing Plants | | | | | | | | | | | | | | | | | | Procurement Facilities | | | | | | | | | | | | | | |
| | | | Owned | | | | | | Leased | | | | | | Total | | | | | | Owned | | | | | | Leased | | | | | | Total | | |
| U.S. | | | 140 | | | | | | 4 | | | | | | 144 | | | | | | 225 | | | | | | 47 | | | | | | 272 | | |
| International | | | 157 | | | | | | 20 | | | | | | 177 | | | | | | 83 | | | | | | 94 | | | | | | 177 | | |
| | | | 297 | | | | | | 24 | | | | | | 321 | | | | | | 308 | | | | | | 141 | | | | | | 449 | | |
Warehouses, terminals, corporate, and sales offices are not included in the tables above.
PROPERTIES (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Ag Services and Oilseeds Processing Facilities | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Owned | | | | | | | | | | | | | | | Leased | | | | | | | | | | | |
| | | | | | | | | | Refined | | | | | | | | | | | | | | | Refined | | | | | |
| | | | Ag | | | | | | Products | | | | | | | | | Ag | | | | | | Products | | | | | |
| | | | Services | | | Crushing | | | and Other | | | Total | | | | | | Services | | | Crushing | | | and Other | | | Total | | |
| North America | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| U.S.* | | | 1 | | | 25 | | | 27 | | | 53 | | | | | | — | | | — | | | 2 | | | 2 | | |
| Canada | | | — | | | 3 | | | 4 | | | 7 | | | | | | — | | | — | | | — | | | — | | |
| Mexico | | | — | | | 1 | | | — | | | 1 | | | | | | — | | | — | | | — | | | — | | |
| Total | | | 1 | | | 29 | | | 31 | | | 61 | | | | | | — | | | — | | | 2 | | | 2 | | |
| Daily capacity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Metric tons (in 1,000’s) | | | 1 | | | 60 | | | 21 | | | 82 | | | | | | — | | | — | | | — | | | — | | |
| South America | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Argentina | | | — | | | — | | | 1 | | | 1 | | | | | | — | | | — | | | — | | | — | | |
| Brazil | | | — | | | 7 | | | 12 | | | 19 | | | | | | — | | | 1 | | | — | | | 1 | | |
| Paraguay | | | — | | | 1 | | | — | | | 1 | | | | | | — | | | — | | | — | | | — | | |
| Peru | | | — | | | — | | | 1 | | | 1 | | | | | | — | | | — | | | — | | | — | | |
| Total | | | — | | | 8 | | | 14 | | | 22 | | | | | | — | | | 1 | | | — | | | 1 | | |
| Metric tons (in 1,000’s) | | | — | | | 19 | | | 6 | | | 25 | | | | | | — | | | 1 | | | — | | | 1 | | |
| Europe | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Belgium | | | — | | | — | | | 1 | | | 1 | | | | | | — | | | — | | | — | | | — | | |
| Czech Republic | | | — | | | 1 | | | 1 | | | 2 | | | | | | — | | | — | | | — | | | — | | |
| Germany | | | — | | | 4 | | | 8 | | | 12 | | | | | | — | | | — | | | — | | | — | | |
| Netherlands | | | — | | | 1 | | | 1 | | | 2 | | | | | | — | | | — | | | — | | | — | | |
| Poland | | | — | | | 2 | | | 5 | | | 7 | | | | | | — | | | — | | | — | | | — | | |
An excerpt. Shown here: all 3 rewritten, all 0 added and 40 of 129 removed. The counts are complete. For every sentence, read Item 1B. UNRESOLVED STAFF COMMENTS in the FY2021 filing and the FY2020 filing.
Item 2. PROPERTIES (Continued)
17 rewritten, 35 added, 64 removed, 15 unchanged
| | | | Carbohydrate Solutions Procurement [removed: Facilities | | | | | | | | | | | |] [added: Facilities (in 1,000's metric tons)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Owned | | | | | | | | | | | | | | | [removed: | | |] Leased | | | | | | | | | | | | [removed: | | | | | | | | | | | |]
| | | | Starches & Sweeteners | | | | | | [removed: VCP] [added: Vantage Corn Processors] | | | | | | | | | | | | Total | | | | | | Starches & Sweeteners | | | | | | [removed: VCP | | | | | | Total | | | | | |]
| [removed: North America | | | | | | | | | | | | | | |] [added: North America] | | | [added: 2] | | | [added: 60] | | | [added: 21] | | | [added: 83] | | | | | | [added: —] | | | [added: —] | | | [added: —] | | | [added: —] | | |
| [removed: Storage] [added: Total storage] capacity | | | [removed: | | | | | | | | | | | |] [added: 588] | | | | | | [added: —] | | | | | | | | | | | | [added: 588] | | | | | | [added: 104] | | | | | |
| [removed: Metric tons (in 1,000’s)] | | | [removed: 381 | | | | | | — | | |] [added: Nutrition Processing Plants (in 1,000's metric tons)] | | | | | | | | | [removed: 381] | | | | | | [removed: —] | | | | | | [removed: —] | | | | | | [removed: —] | | | | | |
| Total storage capacity | | | [removed: | | | | | | | | |] [added: 316] | | | | | | [added: 28] | | | | | | [added: 344] | | | | | | [added: 2] | | | | | | [added: —] | | | | | | [added: 2] | | |
| [removed: North America | | |] [added: North America] | | | [added: 70] | | | | | | [added: 17] | | | | | | | | | | | | [added: 87] | | | | | | [added: —] | | | | | |
| [removed: Daily] [added: Total daily] capacity | | | [removed: | | |] [added: 76] | | | | | | [added: 17] | | | | | | | | | | | | [added: 93] | | | | | | [added: 1] | | | | | |
| [removed: Metric tons (in 1,000’s)] | | | [removed: 83] [added: Nutrition Procurement Facilities (in 1,000's metric tons)] | | | | | | [removed: 7] | | | | | | [removed: 90] | | | | | | [removed: —] | | | | | | [removed: —] | | | | | | [removed: —] | | |
| [removed: South America | | | | | |] [added: South America] | | | [added: —] | | | [added: 22] | | | [added: 10] | | | [added: 32] | | | | | | [added: —] | | | [added: 1] | | | [added: —] | | | [added: 1] | | |
| [removed: Metric tons (in 1,000’s)] | | | [removed: — | | |] [added: Carbohydrate Solutions Processing Plants (in 1,000's metric tons)] | | | [removed: 4] | | | | | | [removed: 4] | | | | | | [removed: —] | | | | | | [removed: —] | | | | | | [removed: —] | | |
| Total daily capacity | | | [added: 84] | | | | | | [added: 25] | | | | | | [added: 109] | | | | | | [added: 28] | | | | | | [added: 59] | | | | | | [added: 87] | | |
| [removed: Europe | | | | | |] [added: Europe] | | | [added: —] | | | [added: 36] | | | [added: 14] | | | [added: 50] | | | | | | [added: —] | | | [added: —] | | | [added: —] | | | [added: —] | | |
| [removed: Asia | | | | | |] [added: Asia] | | | [added: —] | | | [added: —] | | | [added: —] | | | [added: —] | | | | | | [added: —] | | | [added: —] | | | [added: 1] | | | [added: 1] | | |
| | | | Owned | | | | | | | | | | | | | | | [added: Leased] | | | [removed: Leased] | | | [added: | | | | | |]
| [removed: North America] [added: North America] | | | [added: 80] | | | | | | [added: 10] | | | | | | [added: 90] | | | | | | [added: 25] | | | [added: | | | 49 | | | | | | 74 | | |]
The daily capacities of the processing plants and storage capacities of the procurement facilities that the Company owns or leases, under operating leases, are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Ag Services and Oilseeds Processing Facilities (in 1,000's metric tons) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Refined | | | | | | | | | | | | | | | Refined | | | | | |
| | | | Ag | | | | | | Products | | | | | | | | | Ag | | | | | | Products | | | | | |
| | | | Services | | | Crushing | | | and Other | | | Total | | | | | | Services | | | Crushing | | | and Other | | | Total | | |
| Total daily capacity | | | 2 | | | 118 | | | 45 | | | 165 | | | | | | — | | | 1 | | | 1 | | | 2 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Ag Services and Oilseeds Procurement Facilities (in 1,000's metric tons) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Refined | | | | | | | | | | | | | | | Refined | | | | | |
| | | | Ag | | | | | | Products | | | | | | | | | Ag | | | | | | Products | | | | | |
| | | | Services | | | Crushing | | | and Other | | | Total | | | | | | Services | | | Crushing | | | and Other | | | Total | | |
| North America | | | 12,483 | | | 283 | | | 830 | | | 13,596 | | | | | | 813 | | | — | | | 182 | | | 995 | | |
| South America | | | 2,391 | | | 60 | | | — | | | 2,451 | | | | | | 1,065 | | | — | | | — | | | 1,065 | | |
| Europe | | | 1,317 | | | 288 | | | — | | | 1,605 | | | | | | 170 | | | — | | | — | | | 170 | | |
| Asia | | | — | | | — | | | — | | | — | | | | | | 305 | | | 81 | | | — | | | 386 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total storage capacity | | | 16,191 | | | 631 | | | 830 | | | 17,652 | | | | | | 2,353 | | | 81 | | | 182 | | | 2,616 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Owned | | | | | | | | | | | | | | | | | | Leased | | | | | | | | | | | |
| Europe | | | 6 | | | | | | — | | | | | | | | | | | | 6 | | | | | | 1 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Owned | | | | | | | | | | | | | | | | | | Leased | | | | | | | | | | | |
| | | | Starches & Sweeteners | | | | | | Vantage Corn Processors | | | | | | | | | | | | Total | | | | | | Starches & Sweeteners | | | | | |
| North America | | | 588 | | | | | | — | | | | | | | | | | | | 588 | | | | | | 86 | | | | | |
| Europe | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 18 | | | | | |
| South America | | | — | | | | | | 4 | | | | | | 4 | | | | | | 2 | | | | | | — | | | | | | 2 | | |
| Europe | | | 4 | | | | | | 8 | | | | | | 12 | | | | | | 1 | | | | | | — | | | | | | 1 | | |
| Asia | | | — | | | | | | 3 | | | | | | 3 | | | | | | — | | | | | | 10 | | | | | | 10 | | |
| North America | | | 316 | | | | | | 28 | | | | | | 344 | | | | | | 2 | | | | | | — | | | | | | 2 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| U.S.* | | | 5 | | | | | | — | | | | | | | | | | | | 5 | | | | | | — | | | | | | — | | | | | | — | | | | | |
| Total | | | 5 | | | | | | — | | | | | | | | | | | | 5 | | | | | | — | | | | | | — | | | | | | — | | | | | |
| Grand Total | | | 5 | | | | | | — | | | | | | | | | | | | 5 | | | | | | — | | | | | | — | | | | | | — | | | | | |
*The U.S. procurement facilities are located in Iowa and Minnesota.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Nutrition Processing Plants | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| U.S.* | | | 25 | | | | | | 24 | | | | | | 49 | | | | | | 1 | | | | | | 1 | | | | | | 2 | | |
| Canada | | | 1 | | | | | | 4 | | | | | | 5 | | | | | | — | | | | | | — | | | | | | — | | |
| Mexico | | | — | | | | | | 10 | | | | | | 10 | | | | | | — | | | | | | — | | | | | | — | | |
| Puerto Rico | | | — | | | | | | 2 | | | | | | 2 | | | | | | — | | | | | | — | | | | | | — | | |
| Trinidad & Tobago | | | — | | | | | | 1 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | 26 | | | | | | 41 | | | | | | 67 | | | | | | 1 | | | | | | 1 | | | | | | 2 | | |
| Brazil | | | 1 | | | | | | 10 | | | | | | 11 | | | | | | 1 | | | | | | 2 | | | | | | 3 | | |
| Colombia | | | — | | | | | | 1 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | |
| Ecuador | | | — | | | | | | 1 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | 1 | | | | | | 12 | | | | | | 13 | | | | | | 1 | | | | | | 2 | | | | | | 3 | | |
| Grand Total | | | 27 | | | | | | 53 | | | | | | 80 | | | | | | 2 | | | | | | 3 | | | | | | 5 | | |
| Metric tons (in 1,000’s) | | | 83 | | | | | | 11 | | | | | | 94 | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
Item 2.
PROPERTIES (Continued)
| Belgium | | | — | | | | | | 1 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | |
| Germany | | | 4 | | | | | | — | | | | | | 4 | | | | | | 1 | | | | | | — | | | | | | 1 | | |
| France | | | 1 | | | | | | 11 | | | | | | 12 | | | | | | — | | | | | | 1 | | | | | | 1 | | |
| Italy | | | — | | | | | | 1 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | |
| Netherlands | | | — | | | | | | 1 | | | | | | 1 | | | | | | 1 | | | | | | — | | | | | | 1 | | |
| Poland | | | 1 | | | | | | 1 | | | | | | 2 | | | | | | — | | | | | | — | | | | | | — | | |
| Portugal | | | — | | | | | | 1 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | |
| Spain | | | 3 | | | | | | 1 | | | | | | 4 | | | | | | — | | | | | | — | | | | | | — | | |
| Switzerland | | | — | | | | | | 1 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | |
| Turkey | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | — | | | | | | 1 | | |
| United Kingdom | | | 1 | | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | 10 | | | | | | 18 | | | | | | 28 | | | | | | 3 | | | | | | 1 | | | | | | 4 | | |
| Metric tons (in 1,000’s) | | | 4 | | | | | | 8 | | | | | | 12 | | | | | | 1 | | | | | | — | | | | | | 1 | | |
| Africa | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Algeria | | | — | | | | | | 1 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | |
| Madagascar | | | 2 | | | | | | — | | | | | | 2 | | | | | | — | | | | | | — | | | | | | — | | |
An excerpt. Shown here: all 17 rewritten, all 35 added and 40 of 64 removed. The counts are complete. For every sentence, read Item 2. PROPERTIES (Continued) in the FY2021 filing and the FY2020 filing.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
5 rewritten, 5 added, 4 removed, 19 unchanged
The number of registered stockholders of the Company’s common stock at December 31, [removed: 2020,] [added: 2021,] was [removed: 8,858.][added: 8,501.]
During the three-month period ended December 31, [removed: 2020,] [added: 2021,] there were [removed: 21,472] [added: no] shares [added: purchased in the open market or shares] received as payments for the exercise price of stock option exercises and withholding taxes on vested restricted stock awards.
The graph assumes an initial investment of $100 on December 31, [removed: 2015] [added: 2016] and assumes all dividends have been reinvested through December 31, [removed: 2020.][added: 2021.]
[removed: ][added: ]
Index Data: [removed: Copyright©] [added: Copyright] Standard and Poor’s, Inc. [added: Used with permission.]
| October 1, 2021 to October 31, 2021 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 104,505,703 | | |
| November 1, 2021 to November 30, 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 104,505,703 | | |
| December 1, 2021 to December 31, 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 104,505,703 | | |
| Total | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 104,505,703 | | |
All rights reserved.
| October 1, 2020 to October 31, 2020 | | | | | | 20,899 | | | | | | $ | 49.737 | | | | | 24 | | | | | | 104,855,025 | | |
| November 1, 2020 to November 30, 2020 | | | | | | 347,835 | | | | | | 48.202 | | | | | | 347,816 | | | | | | 104,507,209 | | |
| December 1, 2020 to December 31, 2020 | | | | | | 775 | | | | | | 49.584 | | | | | | 197 | | | | | | 104,507,012 | | |
| Total | | | | | | 369,509 | | | | | | $ | 48.292 | | | | | 348,037 | | | | | | 104,507,012 | | |
Item 6. [RESERVED]
112 rewritten, 123 added, 299 removed, 126 unchanged
| [removed: Weighted average] [added: Average number of] shares [removed: outstanding-diluted | | | 563 | | | | | | 565 | | |] [added: outstanding - diluted] | | | [removed: 567] [added: 566] | | | | | | [removed: 572] | | | [added: 563] | | | [removed: 591] | | |
[removed: - Net earnings attributable to controlling interests for the year ended December 31, 2020 included a credit of $91 million ($69 million after tax, equal to $0.12 per share) related to the elimination of the LIFO reserve] [added: Corporate results] in [removed: connection with] the [removed: accounting change effective January 1, 2020; gains of $90 million ($80 million after tax, equal to $0.14 per share) primarily related to the sale of] [added: prior year were] a [removed: portion of the Company’s shares in Wilmar and certain other assets; charges of $92 million ($69 million after tax, equal to $0.12 per share) related to the impairment] [added: net charge] of [removed: certain assets, restructuring,] [added: $1.6 billion] and [removed: settlement;] [added: included early debt retirement] charges of $409 [removed: million ($310 million after tax, equal to $0.55 per share) related to the early repurchase of certain of the Company’s debentures; charges] [added: million, a mark-to-market loss] of $17 million [removed: ($17 million after tax, equal to $0.03 per share) related to the mark-to-market adjustment of] [added: on] the conversion option of the exchangeable bonds issued in August [removed: 2020;] [added: 2020, impairment and restructuring charges of $16 million, acquisition-related] expenses of $4 [removed: million ($3 million after tax, equal to $0.01 per share) related to a target acquisition;] [added: million, gains on the sale of certain assets of $7 million,] and a [removed: net tax benefit adjustment related to certain discrete items totaling $3] [added: credit of $91] million [removed: (equal to $0.01 per share).][added: from the elimination of the last-in, first-out (LIFO) reserve in connection with the accounting change effective January 1, 2020.]
The Company measures its performance using key financial metrics including net earnings, gross margins, segment operating profit, return on invested capital, [removed: EBITDA,] [added: earnings before taxes, interest, and depreciation and amortization (EBITDA),] economic value added, manufacturing expenses, and selling, general, and administrative expenses.
*Market Factors Influencing Operations or Results in the Twelve Months Ended December 31, [removed: 2020*][added: 2021*]
*Year Ended December 31, [removed: 2020] [added: 2021] Compared to Year Ended December 31, [removed: 2019*][added: 2020*]
Net earnings attributable to controlling interests increased [removed: 28%] [added: 53%] or [removed: $0.4] [added: $0.9] billion, to [removed: $1.8] [added: $2.7] billion.
[removed: Segment] [added: Included in segment] operating profit [removed: increased 17% or $0.5 billion, to $3.5 billion, and included] [added: in the prior year was] net income of $7 million consisting of gains on the sale of a portion of the Company’s shares in Wilmar and certain other assets, partially offset by asset impairment, restructuring, and settlement charges.
[removed: Included in segment] [added: Segment] operating profit [removed: in the prior year was] [added: increased 34% or $1.2 billion, to $4.6 billion, and included] a net charge of [removed: $134] [added: $136] million consisting of asset impairment, restructuring, and settlement [removed: charges,] [added: charges of $213 million, partially offset by] gains on the sale of certain [removed: assets, and a step-up gain on an equity investment.][added: assets of $77 million.]
Corporate results in the current year were a net charge of [removed: $1.6] [added: $1.3] billion [added: and] included [removed: early] [added: a pension settlement charge of $83 million, loss on] debt [removed: retirement charges] [added: extinguishment] of [removed: $409] [added: $36] million, a mark-to-market [removed: loss] [added: gain] of [removed: $17] [added: $19] million on the conversion option of the exchangeable bonds issued in August 2020, [removed: impairment and restructuring charges of $16 million,] acquisition-related expenses of [removed: $4 million, gains on the sale of certain assets of] $7 million, and a [removed: credit of $91 million from the elimination] [added: restructuring charge] of [removed: the last-in, first-out (LIFO) reserve in connection with the accounting change effective January 1, 2020.][added: $4 million.]
Income taxes of [removed: $101] [added: $578] million [removed: decreased $108] [added: increased $477] million.
The Company’s effective tax rate for [removed: 2020] [added: 2021] was [removed: 5.4%] [added: 17.4%] compared to [removed: 13.2%] [added: 5.4%] for [removed: 2019.][added: 2020.]
Processed volumes by product for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] are as follows (in metric tons):
| (In thousands) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Change | | |
The Company generally operates its production facilities, on an overall basis, at or near capacity, adjusting facilities individually, as needed, to react to [added: the current margin environment and seasonal] local supply and demand conditions.
The overall [removed: decrease] [added: increase] in corn processed [removed: is] [added: volumes was] primarily related to the [removed: temporary] idling of two dry mill facilities in the second quarter [removed: due to the low ethanol demand.][added: of 2020.]
Revenues by segment for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] are as follows:
| (In millions) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Change | | |
| Ag Services and Oilseeds | | | [added: $] | [added: 3,145] | | | | | [added: $] | [added: 2,469] | | | | | [added: 676] | | |
| Refined Products and Other | | | [removed: 7,397] [added: 10,662] | | | | | | [removed: 7,557] [added: 7,397] | | | | | | [removed: (160)] [added: 3,265] | | |
| Total Ag Services and Oilseeds | | | [removed: 49,716] [added: 67,047] | | | | | | [removed: 48,741] [added: 49,716] | | | | | | [removed: 975] [added: 17,331] | | |
| Carbohydrate Solutions | | | [added: 1,616] | | | | | | [added: 1,029] | | | | | | [added: 587] | | |
| Starches and Sweeteners | | | [removed: 6,387] [added: 7,611] | | | | | | [removed: 6,854] [added: 6,387] | | | | | | [removed: (467)] [added: 1,224] | | |
| Vantage Corn Processors | | | [removed: 2,085] [added: 3,499] | | | | | | [removed: 3,032] [added: 2,085] | | | | | | [removed: (947)] [added: 1,414] | | |
| Total Carbohydrate Solutions | | | [removed: 8,472] [added: 11,110] | | | | | | [removed: 9,886] [added: 8,472] | | | | | | [removed: (1,414)] [added: 2,638] | | |
| Human Nutrition | | | [removed: 2,812] [added: 3,189] | | | | | | [removed: 2,745] [added: 2,812] | | | | | | [removed: 67] [added: 377] | | |
| Animal Nutrition | | | [removed: 2,988] [added: 3,523] | | | | | | [removed: 2,932] [added: 2,988] | | | | | | [removed: 56] [added: 535] | | |
| Total Nutrition | | | [removed: 5,800] [added: 6,712] | | | | | | [removed: 5,677] [added: 5,800] | | | | | | [removed: 123] [added: 912] | | |
| Other Business | | | [removed: 367] [added: 380] | | | | | | [removed: 352] [added: 367] | | | | | | [removed: 15] [added: 13] | | |
| Total Other Business | | | [removed: 367] [added: 380] | | | | | | [removed: 352] [added: 367] | | | | | | [removed: 15] [added: 13] | | |
Revenues [removed: decreased $0.3] [added: increased $20.9] billion to [removed: $64.4] [added: $85.2] billion due to [removed: lower] [added: higher] sales [removed: volumes ($2.3] [added: prices ($21.0] billion), partially offset by [removed: higher] [added: lower] sales [removed: prices ($2.0] [added: volumes ($0.1] billion).
[removed: Lower] [added: Higher] sales [removed: volumes] [added: prices] of [removed: rice, ethanol,] oils, [added: soybeans, corn, meal, animal feed, alcohol, biodiesel, wheat,] and [removed: corn by-products] [added: flavors] and [removed: lower] [added: higher] sales [removed: prices] [added: volumes] of [removed: biodiesel] [added: wheat and processed cotton,] were partially offset by [removed: higher] [added: lower] sales volumes of [removed: biodiesel and higher sales prices of soybeans, oils,] [added: soybeans] and [removed: meal.][added: oils.]
Ag Services and Oilseeds revenues increased [removed: 2%] [added: 35%] to [removed: $49.7] [added: $67.0] billion due to higher sales prices [removed: ($1.9 billion), partially offset by lower sales volumes ($0.9] [added: ($17.3] billion).
Nutrition revenues increased [removed: 2%] [added: 16%] to [removed: $5.8] [added: $6.7] billion due to higher sales prices [added: ($1.0 billion), partially offset by lower sales volumes of] ($0.1 billion).
Included in cost of products sold in the [removed: current] [added: prior] year was a credit of $91 million from the effect of the elimination of the LIFO reserve in connection with the accounting change [removed: in the current year compared to a charge of $37 million from the effect of changes in agricultural commodity prices on LIFO inventory valuation reserves in the prior year.][added: effective January 1, 2020.]
Manufacturing expenses [removed: decreased $0.1] [added: increased $0.5] billion to [removed: $5.6] [added: $6.1] billion due principally to [removed: lower] [added: higher maintenance and] energy costs and [removed: decreased operating supplies,] [added: salaries and benefits,] partially offset by [removed: increased] [added: lower] railroad maintenance expenses.
Foreign currency translation impacts [removed: decreased both] [added: increased] revenues [added: by $0.9 billion] and cost of products sold by [removed: $0.3] [added: $0.8] billion.
These factors are explained in the segment operating profit discussion on page [removed: 38.][added: 33.]
Selling, general, and administrative expenses increased [removed: 8%] [added: 11%] to [removed: $2.7] [added: $3.0] billion due principally to higher [removed: variable performance related compensation expenses] [added: salaries] and [removed: increased] [added: benefits, performance-based compensation accruals,] IT [added: expenses,] and [removed: project-related expenses.][added: a legal settlement.]
Asset impairment, exit, and restructuring costs [removed: decreased $223] [added: increased $84] million to [removed: $80] [added: $164] million.
Charges in the [removed: current] [added: prior] year consisted primarily of $47 million of impairments related to certain intangible and other long-lived assets and $17 million of individually insignificant restructuring charges presented as specified items within segment operating profit, $7 million of individually insignificant impairments and $9 million of individually insignificant restructuring charges in Corporate.
- the announcement in March 2021 of a new ADM policy to protect forests, biodiversity and communities, furthering the Company’s commitment to sustainable, ethical, and responsible production;
- the announcement in April 2021 of the resumption of dry mill ethanol production;
- the acquisition in April 2021 of Golden Farm Production & Commerce Company Limited;
- the announcement in May 2021 of ADM’s participation as a signatory to the German Charter for Diversity in the Workplace which aims to advance the recognition and inclusion of diversity in companies;
- the announcement in May 2021 of a plan to build a dedicated soybean crushing plant and refinery in North Dakota to meet fast-growing demand from food, feed, industrial and biofuel customers, including producers of renewable diesel, which is expected to be open in 2023;
- the announcement in June 2021 of ADM Ventures, the corporate venture capital arm of ADM, joining the Genesis Consortium, a global alliance of venture capital firms and corporations dedicated to supporting startups that leverage biology to promote human and planetary health;
- the acquisition in September 2021 of a 75% majority stake in P4, premier providers of private label pet treats and supplements;
- the announcement in September 2021 of a memorandum of understanding with LG Chem, a leading global diversified chemical company, to explore US-based production of lactic acid to meet growing demand for a wide variety of plant-based products, including bioplastics, through the creation of two joint ventures;
- the unveiling in September 2021 of a state-of-the-art, fully automated flavor production facility situated in Pinghu, Zhejiang Province, China;
- the announcement in October 2021 of an agreement with Qingdao Vland Biotech Group Co., Ltd., a leading producer of enzymes and probiotics, to form a joint venture, subject to regulatory approval, to manufacture and sell human probiotics to serve growing Chinese demand;
- the announcement in October 2021 of an equity investment in Acies Bio, a Slovenia-based biotechnology company specializing in research and development and manufacturing services for developing and scaling synthetic biology and precision fermentation technologies for food, agriculture, and industrial applications;
- the announcement in October 2021 of a memorandum of understanding with Gevo, Inc., a pioneer in transforming renewable energy into low carbon, energy-dense liquid hydrocarbons, to support the production of up to 500 million gallons of sustainable aviation fuel and other low carbon-footprint hydrocarbon fuels;
- the announcement in November 2021 of an agreement to form a 50-50 joint venture with Asia Sustainable Foods Platform, a wholly-owned company of Temasek, to provide technology development and precision fermentation for companies serving the growing consumer demand for a wide variety of bio-based products, including alternative protein, in Singapore and the wider Asia-Pacific region;
- the announcement in November 2021 of an equity investment in Farmers Business Network, a global farmer-to-farmer network and AgTech company, and a letter of intent to expand the existing relationship through a wide range of potential future areas of cooperation;
- the acquisition in November 2021 of Deerland, a leader in probiotic, prebiotic, and enzyme technology;
- the acquisition in November 2021 of Sojaprotein, a leading European provider of non-GMO soy ingredients;
- the sale in November 2021 of the Company’s ethanol production complex in Peoria, Illinois to BioUrja Group;
- the formation in December 2021 of a joint venture with Marathon Petroleum Corp. for the production of soybean oil to supply rapidly growing demand for renewable diesel fuel;
- the acquisition in December 2021 of Flavor Infusion International, S.A., a full-range provider of flavor and specialty ingredient solutions for customers across Latin America and the Caribbean; and
- the acquisition in February 2022 of Comhan, a leading South African flavour distributor.
Sustainability is a key driver of ADM’s expanding portfolio of environmentally responsible, plant-derived products.
Consumers today increasingly expect their food and drink to come from sustainable ingredients, produced by companies that share their values and ADM is continually finding new ways to meet those needs through its portfolio actions.
The next phase of the Company’s strategic transformation is focused on two strategic pillars: Productivity and Innovation.
The Productivity pillar includes (1) advancing the roles of the Company’s Centers of Excellence in procurement, supply chain, and operations to deliver additional efficiencies across the enterprise; (2) continued roll out of the 1ADM business transformation program and implementation of improved standardized business processes; and (3) increased use of technology, analytics, and automation at production facilities, in offices, and with customers.
Innovation activities include expansions and investments in (1) improving the customer experience, including leveraging producer relationships and enhancing the use of state-of-the-art digital technology to help customers grow; (2) sustainability-driven innovation, which encompasses the full range of products, solutions, capabilities, and commitments to serve customers’ needs; and (3) growth initiatives, including organic growth to support additional capacity and meet growing demand, and mergers and acquisitions opportunities.
ADM will support both pillars with investments in technology, which include expanding digital capabilities and investing further in product research and development.
All of these efforts will continue to be strengthened by the Company’s ongoing commitment to Readiness.
This section of the Form 10-K generally discusses 2021 and 2020 items and year-to-year comparisons between 2021 and 2020.
Discussions of 2019 items and year-to-year comparisons between 2020 and 2019 are not included in this Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
In Ag Services and Oilseeds, North American origination volumes benefited from strong export demand throughout the year while South American origination volumes were impacted by a delayed harvest and low farmer selling activity.
Crushing margins benefited from strong demand and tight soybean and canola/rapeseed stocks.
Demand for refined oils was strong, driven by the regional lifting of COVID-19 restrictions in the U.S. and demand for renewable green diesel.
In Carbohydrate Solutions, margins in starches and sweeteners were solid despite softer sweetener demand early in the year due to continued COVID-19 restrictions.
Starch demand continued to be robust.
Co-product prices were strong.
Ethanol demand returned closer to pre-pandemic levels.
For most of year, ethanol margins were volatile initially supported by improving domestic demand, then challenged in the summer months prior to harvest due to limited availability of corn.
Ethanol inventory levels were at a five-year low for the majority of the fourth quarter due to strong domestic demand and some supply chain bottlenecks resulting in elevated margins for the industry late in the year.
Nutrition benefited from overall strong demand in various product categories.
In Human Nutrition, demand for flavors, flavor systems, specialty proteins, bioactives, and fibers were strong.
Selected Financial Data
(In millions, except ratio and per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Years Ended | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | December 31 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |
| Revenues | | | $ | 64,355 | | | | | $ | 64,656 | | | | | $ | 64,341 | | | | | $ | 60,828 | | | | | $ | 62,346 | |
| Depreciation | | | 803 | | | | | | 827 | | | | | | 812 | | | | | | 802 | | | | | | 787 | | |
| Net earnings attributable to controlling interests | | | 1,772 | | | | | | 1,379 | | | | | | 1,810 | | | | | | 1,595 | | | | | | 1,279 | | |
| Basic earnings per common share | | | 3.16 | | | | | | 2.45 | | | | | | 3.21 | | | | | | 2.80 | | | | | | 2.18 | | |
| Diluted earnings per common share | | | 3.15 | | | | | | 2.44 | | | | | | 3.19 | | | | | | 2.79 | | | | | | 2.16 | | |
| Cash dividends | | | 809 | | | | | | 789 | | | | | | 758 | | | | | | 730 | | | | | | 701 | | |
| Per common share | | | 1.44 | | | | | | 1.40 | | | | | | 1.34 | | | | | | 1.28 | | | | | | 1.20 | | |
| Working capital | | | 9,104 | | | | | | 7,613 | | | | | | 8,812 | | | | | | 7,355 | | | | | | 7,872 | | |
| Current ratio | | | 1.5 | | | | | | 1.6 | | | | | | 1.7 | | | | | | 1.6 | | | | | | 1.6 | | |
| Inventories | | | 11,713 | | | | | | 9,170 | | | | | | 8,813 | | | | | | 9,173 | | | | | | 8,831 | | |
| Net property, plant, and equipment | | | 9,951 | | | | | | 10,106 | | | | | | 9,953 | | | | | | 10,138 | | | | | | 9,758 | | |
| Gross additions to property, plant, and equipment | | | 817 | | | | | | 817 | | | | | | 845 | | | | | | 1,100 | | | | | | 882 | | |
| Total assets | | | 49,719 | | | | | | 43,997 | | | | | | 40,833 | | | | | | 39,963 | | | | | | 39,769 | | |
| Long-term debt, excluding current maturities | | | 7,885 | | | | | | 7,672 | | | | | | 7,698 | | | | | | 6,623 | | | | | | 6,504 | | |
| Shareholders’ equity | | | 20,022 | | | | | | 19,225 | | | | | | 18,996 | | | | | | 18,322 | | | | | | 17,181 | | |
| Per common share | | | 36.01 | | | | | | 34.52 | | | | | | 33.98 | | | | | | 32.89 | | | | | | 29.98 | | |
| Weighted average shares outstanding-basic | | | 561 | | | | | | 563 | | | | | | 564 | | | | | | 569 | | | | | | 588 | | |
Significant items affecting the comparability of the financial data shown above are as follows:
- Net earnings attributable to controlling interests for the year ended December 31, 2019 included a net loss of $89 million ($124 million after tax, equal to $0.22 per share) related to the loss on sale of an equity investment partially offset by gains on sale of certain assets and a step-up gain on an equity investment; charges of $305 million ($249 million after tax, equal to $0.44 per share) consisting of restructuring and pension settlement and remeasurement charges primarily related to early retirement and reorganization initiatives in Corporate and impairments related to certain long-lived assets; expenses of $17 million ($11 million after tax, equal to $0.02 per share) primarily related to the Neovia acquisition; and tax expense adjustments related to certain discrete items totaling $39 million (equal to $0.07 per share).
| | | | | | |
| --- | --- | --- | --- | --- | --- |
Item 6.
SELECTED FINANCIAL DATA (Continued)
- Net earnings attributable to controlling interests for the year ended December 31, 2018 included net gains totaling $13 million ($13 million after tax, equal to $0.02 per share) related to the sale of businesses and assets; charges of $292 million ($226 million after tax, equal to $0.40 per share) consisting of a non-cash pension settlement charge related to the purchase of a group annuity contract that irrevocably transferred the future benefit obligations and annuity administration for certain retirees under the Company's ADM Retirement Plan, charges related to a discontinued software project, a long-term receivable, an equity investment, certain long-lived assets, and several individually insignificant asset impairment charges, restructuring charges in Corporate primarily related to the reorganization of IT services and several individually insignificant restructuring charges, and other settlement charges; charges of $8 million ($6 million after tax, equal to $0.01 per share) related to acquisition expenses and net losses on foreign currency derivative contracts to economically hedge certain acquisitions; and net tax benefits due to changes in the provisional transition tax amount related to the enactment of the Tax Cuts and Jobs Act and certain discrete items totaling $33 million (equal to $0.06 per share).
- Net earnings attributable to controlling interests for the year ended December 31, 2017 included gains totaling $22 million ($10 million after tax loss, equal to $0.02 per share) primarily related to the sale of the crop risk services business partially offset by an adjustment of the proceeds of the 2015 sale of the cocoa business; charges of $214 million ($144 million after tax, equal to $0.25 per share) consisting of asset impairments related to the reconfiguration of the Company’s Peoria, Illinois ethanol complex, restructuring charges related to the reduction of certain positions within the Company’s global workforce, several individually insignificant asset impairments and restructuring charges, and provisions for contingent losses related to certain settlement items; a debt extinguishment charge of $11 million ($7 million after tax, equal to $0.01 per share) related to the early redemption of the Company’s $559 million notes due on March 15, 2018; and net tax benefits related to the Tax Cuts and Jobs Act and certain discrete tax adjustments totaling $366 million (equal to $0.64 per share).
- Net earnings attributable to controlling interests for the year ended December 31, 2016 included gains totaling $119 million ($100 million after tax, equal to $0.17 per share) primarily related to recovery of loss provisions and gains related to the sale of the Company’s Brazilian sugar ethanol facilities, realized contingent consideration on the sale of the Company’s equity investment in Gruma S.A. de C.V. in December 2012, and revaluation of the remaining interest to settlement value in conjunction with the acquisition of Amazon Flavors; a gain of $38 million ($24 million after tax, equal to $0.04 per share) related to a U.S. retiree medical benefit plan curtailment; charges of $117 million ($77 million after tax, equal to $0.13 per share) primarily related to legal fees and settlement, impairment of software, investments, and certain long-lived assets; a $10 million ($8 million after tax, equal to $0.02 per share) loss on sale of individually immaterial assets; and certain discrete tax adjustments totaling $24 million (equal to $0.04 per share) related to valuation allowances, deferred tax re-rates, and changes in assertion.
Item 7.
Company Overview
ADM is a global leader in human and animal nutrition and one of the world’s premier agricultural origination and processing companies.
It is one of the world’s leading producers of ingredients for human and animal nutrition, and other products made from nature.
The Company uses its significant global asset base to originate and transport agricultural commodities, connecting to markets in 200 countries.
The Company also processes corn, oilseeds, and wheat into products for food, animal feed, chemical and energy uses.
The Company also engages in the manufacturing, sale, and distribution of specialty products including natural flavor ingredients, flavor systems, natural colors, proteins, emulsifiers, soluble fiber, polyols, hydrocolloids, natural health and nutrition products, and other specialty food and feed ingredients.
An excerpt. Shown here: 40 of 112 rewritten, 40 of 123 added and 40 of 299 removed. The counts are complete. For every sentence, read Item 6. [RESERVED] in the FY2021 filing and the FY2020 filing.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
754 rewritten, 218 added, 200 removed, 1,368 unchanged
| Financial Statements | | | [added: | | | | | | | | |] Page No. | | |
| Consolidated Statements of Earnings | | | [removed: [58](#ide8a4f7c51a34feba220973f6c1729e3_88)] | | | [added: | | | | | | [44](#id9a67e7dd72d425880270482e0f1684c_88) | | |]
| Consolidated Statements of Comprehensive Income (Loss) | | | [removed: [59](#ide8a4f7c51a34feba220973f6c1729e3_91)] | | | [added: | | | | | | [45](#id9a67e7dd72d425880270482e0f1684c_91) | | |]
| Consolidated Balance Sheets | | | [removed: [60](#ide8a4f7c51a34feba220973f6c1729e3_94)] | | | [added: | | | | | | [46](#id9a67e7dd72d425880270482e0f1684c_94) | | |]
| Consolidated Statements of Cash Flows | | | [removed: [61](#ide8a4f7c51a34feba220973f6c1729e3_97)] | | | [added: | | | | | | [47](#id9a67e7dd72d425880270482e0f1684c_97) | | |]
| Consolidated Statements of Shareholders’ Equity | | | [removed: [62](#ide8a4f7c51a34feba220973f6c1729e3_100)] | | | [added: | | | | | | [48](#id9a67e7dd72d425880270482e0f1684c_100) | | |]
| Notes to Consolidated Financial Statements | | | [removed: [63](#ide8a4f7c51a34feba220973f6c1729e3_106)] | | | [added: | | | | | | [49](#id9a67e7dd72d425880270482e0f1684c_106) | | |]
| Reports of Independent Registered Public Accounting Firm | | | [removed: [119](#ide8a4f7c51a34feba220973f6c1729e3_187)] [added: PCAOB ID:] | | | [added: 42 | | | | | | [102](#id9a67e7dd72d425880270482e0f1684c_175) | | |]
| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |
| Revenues | | | $ | [removed: 64,355] [added: 85,249] | | | | | $ | [removed: 64,656] [added: 64,355] | | | | | $ | [removed: 64,341] [added: 64,656] | |
| Cost of products sold | | | [removed: 59,902] [added: 79,262] | | | | | | [removed: 60,509] [added: 59,902] | | | | | | [removed: 60,160] [added: 60,509] | | |
| Gross Profit | | | [removed: 4,453] [added: 5,987] | | | | | | [removed: 4,147] [added: 4,453] | | | | | | [removed: 4,181] [added: 4,147] | | |
| Selling, general and administrative expenses | | | [removed: 2,687] [added: 2,994] | | | | | | [removed: 2,493] [added: 2,687] | | | | | | [removed: 2,165] [added: 2,493] | | |
| Asset impairment, exit, and restructuring costs | | | [removed: 80] [added: 164] | | | | | | [removed: 303] [added: 80] | | | | | | [removed: 171] [added: 303] | | |
| Interest expense | | | [removed: 339] [added: 265] | | | | | | [removed: 402] [added: 339] | | | | | | [removed: 364] [added: 402] | | |
| Equity in earnings of unconsolidated affiliates | | | [removed: (579)] [added: (595)] | | | | | | [removed: (454)] [added: (579)] | | | | | | [removed: (518)] [added: (454)] | | |
| Loss on debt extinguishment | | | [removed: 409] [added: 36] | | | | | | [removed: —] [added: 409] | | | | | | — | | |
| Other (income) expense - net | | | [removed: (278)] [added: (94)] | | | | | | [removed: 7] [added: (255)] | | | | | | [removed: 101] [added: 11] | | |
| Earnings Before Income Taxes | | | [removed: 1,883] [added: 3,313] | | | | | | [removed: 1,588] [added: 1,883] | | | | | | [removed: 2,060] [added: 1,588] | | |
| Income tax expense | | | [removed: 101] [added: 578] | | | | | | [removed: 209] [added: 101] | | | | | | [removed: 245] [added: 209] | | |
| Net Earnings Including Noncontrolling Interests | | | [removed: 1,782] [added: 2,735] | | | | | | [removed: 1,379] [added: 1,782] | | | | | | [removed: 1,815] [added: 1,379] | | |
| Less: Net earnings (losses) attributable to noncontrolling interests | | | [removed: 10] [added: 26] | | | | | | [removed: —] [added: 10] | | | | | | [removed: 5] [added: —] | | |
| Net Earnings Attributable to Controlling Interests | | | $ | [removed: 1,772] [added: 2,709] | | | | | $ | [removed: 1,379] [added: 1,772] | | | | | $ | [removed: 1,810] [added: 1,379] | |
| Average number of shares outstanding – basic | | | [removed: 561] [added: 564] | | | | | | [removed: 563] [added: 561] | | | | | | [removed: 564] [added: 563] | | |
| Average number of shares outstanding – diluted | | | [removed: 563] [added: 566] | | | | | | 565 | | | | | | [removed: 567] [added: 565] | | |
| Basic earnings per common share | | | $ | [removed: 3.16] [added: 4.80] | | | | | $ | [removed: 2.45] [added: 3.16] | | | | | $ | [removed: 3.21] [added: 2.45] | |
| Diluted earnings per common share | | | $ | [removed: 3.15] [added: 4.79] | | | | | $ | [removed: 2.44] [added: 3.15] | | | | | $ | [removed: 3.19] [added: 2.44] | |
| Net earnings including noncontrolling interests | | | $ | [removed: 1,782] [added: 2,735] | | | | | $ | [removed: 1,379] [added: 1,782] | | | | | $ | [removed: 1,815] [added: 1,379] | |
| Foreign currency translation adjustment | | | [removed: (362)] [added: 279] | | | | | | [removed: (176)] [added: (362)] | | | | | | [removed: (581)] [added: (176)] | | |
| Tax effect | | | [removed: 97] [added: (71)] | | | | | | [removed: (12)] [added: 16] | | | | | | [removed: (28)] [added: 50] | | |
| Net of tax amount | | | [removed: (265)] [added: 176] | | | | | | [removed: (188)] [added: (265)] | | | | | | [removed: (609)] [added: (188)] | | |
| Pension and other postretirement benefit liabilities adjustment | | | [removed: (113)] [added: 289] | | | | | | [removed: (98)] [added: (113)] | | | | | | [removed: 156] [added: (98)] | | |
| Tax effect | | | [removed: 16] [added: 7] | | | | | | [removed: 50] [added: (57)] | | | | | | [removed: (55)] [added: 18] | | |
| Net of tax amount | | | [removed: (97)] [added: 218] | | | | | | [removed: (48)] [added: (97)] | | | | | | [removed: 101] [added: (48)] | | |
| Deferred gain (loss) on hedging activities | | | [removed: 254] [added: 33] | | | | | | [removed: (91)] [added: 254] | | | | | | [removed: 57] [added: (91)] | | |
| Tax effect | | | [removed: (57)] [added: —] | | | | | | [removed: 18] [added: —] | | | | | | [removed: (13)] [added: (1)] | | |
| Net of tax effect | | | [removed: 197] [added: 40] | | | | | | [removed: (73)] [added: 197] | | | | | | [removed: 44] [added: (73)] | | |
| Unrealized gain (loss) on investments | | | [removed: (27)] [added: (2)] | | | | | | [removed: 13] [added: (27)] | | | | | | [removed: (4)] [added: 13] | | |
| Tax effect | | | [removed: —] [added: 97] | | | | | | [removed: (1)] [added: (57)] | | | | | | [removed: (1)] [added: 16] | | | [added: | | | — | | | | | | 56 | | |]
| Net of tax effect | | | [removed: (27)] [added: (2)] | | | | | | [removed: 12] [added: (27)] | | | | | | [removed: (5)] [added: 12] | | |
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| Investment income | | | (96) | | | | | | (111) | | | | | | (196) | | |
| Construction in progress | | | 960 | | | | | | 946 | | |
| | | | 26,223 | | | | | | 26,167 | | |
| Net earnings including noncontrolling interests | | | $ | 2,735 | | | | | $ | 1,782 | | | | | $ | 1,379 | |
| Loss on debt extinguishment | | | 36 | | | | | | 409 | | | | | | — | | |
| Capital expenditures | | | (1,169) | | | | | | (823) | | | | | | (828) | | |
| Balance, December 31, 2021 | | | 560 | | | | | | $ | 2,994 | | | | | $ | 21,655 | | | | | $ | (2,172) | | | | | $ | 31 | | | | | $ | 22,508 | |
During the year ended December 31, 2021, the Company recorded revaluation gains on cost method investments of $49 million in connection with observable third-party transactions in investment income (previously interest income) in the consolidated statements of earnings.
Revaluation gains previously recorded in other (income) expense - net of $23 million and $4 million in the years ended December 31, 2020 and 2019, respectively, were reclassified to conform to the current presentation.
Effective December 31, 2021, the Company reported $87 million of intangible assets in process in goodwill and other intangible assets in the consolidated balance sheets.
Intangible assets in process previously reported in construction in progress in property, plant, and equipment of $172 million as of December 31, 2020 were reclassified to conform to the current presentation.
*Cost Method Investments*
Cost method investments of $297 million and $178 million as of December 31, 2021 and 2020, respectively, are included in Other Assets in the Company’s consolidated balance sheets.
Revaluation gains of $49 million, $23 million, and $4 million for the years ended December 31, 2021, 2020, and 2019, respectively, in connection with observable third-party transactions, are recorded in investment income in the Company's consolidated statements of earnings.
The Company restarted these idled facilities in April 2021.
The Company accounts for any redeemable noncontrolling interest in temporary equity - redeemable noncontrolling interest at redemption value with periodic changes recorded in retained earnings.
Effective January 1, 2023, the Company will be required to adopt the amended guidance of ASC Topic 805, *Business Combinations*, which improves comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination.
The amended guidance requires an entity (acquirer) to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606.
| Ag Services | | | $ | 2,831 | | $ | 606 | | $ | 3,437 | | $ | 41,580 | | $ | 45,017 | |
| Crushing | | | 441 | | | — | | | 441 | | | 10,927 | | | 11,368 | | |
| Total Ag Services and Oilseeds | | | 5,730 | | | 606 | | | 6,336 | | | 60,711 | | | 67,047 | | |
| Starches and Sweeteners | | | 5,866 | | | — | | | 5,866 | | | 1,745 | | | 7,611 | | |
| Total Carbohydrate Solutions | | | 9,365 | | | — | | | 9,365 | | | 1,745 | | | 11,110 | | |
| Total Revenues | | | $ | 22,187 | | $ | 606 | | $ | 22,793 | | $ | 62,456 | | $ | 85,249 | |
During the year ended December 31, 2021, the Company’s Nutrition segment acquired five businesses including, a 75% majority stake in U.S.-based PetDine, Pedigree Ovens, The Pound Bakery, and NutraDine (collectively, “P4”), premier providers of private label pet treats and supplements; Deerland Probiotics & Enzymes (“Deerland”), a leader in probiotic, prebiotic, and enzyme technology; and Sojaprotein, a leading European provider of non-GMO soy ingredients, for an aggregate consideration of $1.6 billion using cash on hand.
The Company expects these purchase price allocations to change once valuations and measurement period adjustments are final.
| (In millions) | | | P4 | | | Deerland | | | Sojaprotein | | | Others | | | Total | | |
| Goodwill | | | 313 | | | 353 | | | 153 | | | 41 | | | 860 | | |
| Long-term liabilities | | | — | | | (43) | | | (2) | | | — | | | (45) | | |
| Temporary equity - redeemable noncontrolling interest | | | (150) | | | — | | | — | | | — | | | (150) | | |
| Aggregate cash consideration | | | $ | 496 | | $ | 644 | | $ | 356 | | $ | 68 | | $ | 1,564 | |
The Company has the option to acquire the remaining 25% interest in P4 from December 31, 2023 to March 31, 2025, based on a fixed multiple of earnings before interest, taxes, depreciation, and amortization for the twelve months prior to the exercise of this option.
The noncontrolling interest holders also have the option to put the 25% interest to the Company on the same terms.
The Company records the 25% remaining interest in temporary equity - redeemable noncontrolling interest.
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Archer-Daniels-Midland Company
| Interest income | | | (88) | | | | | | (192) | | | | | | (162) | | |
| Construction in progress | | | 1,118 | | | | | | 1,021 | | |
| | | | 26,339 | | | | | | 25,999 | | |
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| Balance, December 31, 2017 | | | 557 | | | | | | $ | 2,398 | | | | | $ | 17,552 | | | | | $ | (1,637) | | | | | $ | 9 | | | | | $ | 18,322 | |
| Share repurchases | | | (4) | | | | | | | | | | | | (133) | | | | | | | | | | | | | | | | | | (133) | | |
Effective January 1, 2020, the Company started reporting its newly created dry mill ethanol subsidiary, Vantage Corn Processors (VCP), as a sub-segment within the Carbohydrate Solutions segment.
VCP replaces the Bioproducts sub-segment which included the combined results of the Company’s corn dry and wet mill ethanol operations.
The wet mill ethanol operations that were previously reported in Bioproducts are now included in the Starches and Sweeteners sub-segment.
In addition to dry mill ethanol production, VCP sells/brokers ADM’s wet mill ethanol production as the sole marketer of ethanol produced at the Company’s facilities.
The change does not have an impact on the total results of the Carbohydrate Solutions segment.
Prior period information in Notes 2 and 17 has been reclassified to conform to the current period segment presentation.
Notes to Consolidated Financial Statements (Continued)
As of December 31, 2019, inventories accounted for using LIFO at the lower of cost or net realizable value represented approximately 10% of consolidated inventories.
| LIFO inventories | | | | | | | | | | | |
| FIFO value | | | $ | — | | | | | $ | 1,022 | |
| LIFO valuation reserve | | | — | | | | | | (91) | | |
| LIFO inventories carrying value | | | — | | | | | | 931 | | |
For derivative instruments that are designated and qualify as fair value hedges, changes in the fair value of the hedging instrument and changes in the fair value of the hedged item are recognized in the consolidated statement of earnings during the current period.
Effective January 1, 2020, the Company adopted the amended guidance of Topic 326, which is intended to improve financial reporting by requiring more timely recording of credit losses on loans and other financial instruments held by financial institutions and other organizations.
The amended guidance replaces the prior “incurred loss” approach with an “expected loss” model and requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.
The Company was required to adopt the amended guidance on a modified retrospective basis through a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption.
The Company evaluated its current methodology of estimating allowance for doubtful accounts and the risk profile of its receivable portfolio and developed a model that includes the qualitative and forecasting aspects of the “expected loss” model under the amended guidance.
Effective January 1, 2020, the Company adopted the amended guidance of ASC Topic 820, Fair Value Measurement, which modifies the disclosure requirements on fair value measurements.
Effective December 31, 2020, the Company adopted the amended guidance of ASC Subtopic 715-20, Compensation - Retirement Benefits - Defined Benefit Plans - General, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans.
| Ag Services | | | $ | 2,182 | | $ | 481 | | $ | 2,663 | | $ | 29,103 | | $ | 31,766 | |
| Crushing | | | 664 | | | — | | | 664 | | | 9,655 | | | 10,319 | | |
| Total Ag Services and Oilseeds | | | 4,638 | | | 481 | | | 5,119 | | | 44,772 | | | 49,891 | | |
| Starches and Sweeteners | | | 5,127 | | | — | | | 5,127 | | | 1,795 | | | 6,922 | | |
| Total Carbohydrate Solutions | | | 8,484 | | | — | | | 8,484 | | | 1,795 | | | 10,279 | | |
| Total Revenues | | | $ | 17,293 | | $ | 481 | | $ | 17,774 | | $ | 46,567 | | $ | 64,341 | |
During the year ended December 31, 2018, the Company acquired Probiotics International Limited (also known as Protexin), a British-based provider of probiotic supplements for human, pet, and production-animal uses, Rodelle Inc., a premium originator, processor and supplier of vanilla products, and certain soybean origination, crushing, refining, and bottling assets of Brazil-based Algar Agro, for an aggregate cash consideration of $506 million.
| Goodwill | | | 187 | | |
| Noncontrolling interest | | | (9) | | |
| Aggregate cash consideration, net of cash acquired | | | $ | 464 | |
The acquisitions of Protexin and Rodelle Inc. expand the Company’s wide portfolio of health and wellness offerings for both human and animal nutrition consumers.
An excerpt. Shown here: 40 of 754 rewritten, 40 of 218 added and 40 of 200 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2021 filing and the FY2020 filing.
Item 9A. CONTROLS AND PROCEDURES
5 rewritten, 4 added, 0 removed, 12 unchanged
As of December 31, [removed: 2020,] [added: 2021,] an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)).
[removed: During] [added: In] 2018, the Company launched Readiness to drive new efficiencies and improve the customer experience in the Company’s existing businesses through a combination of data analytics, process simplification and standardization, and behavioral and cultural change, building upon its earlier 1ADM and operational excellence programs.
Under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, the Company’s management assessed the design and operating effectiveness of internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] based on the framework set forth in *Internal Control-Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).
Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]
Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]
The first phase of the ERP system implementation occurred in October 2021 to a limited pilot scope of legal entities.
Management’s assessment of the effectiveness of the Company’s internal control over financial reporting did not include the internal controls of P4, Deerland, and Sojaprotein, which were acquired in 2021.
In accordance with the SEC guidance regarding the reporting of internal control over financial reporting in connection with an acquisition, management may omit an assessment of an acquired business’ internal control over financial reporting from management’s assessment of internal control over financial reporting for a period not to exceed one year from the date of acquisition.
P4, Deerland, and Sojaprotein are included in the Company’s consolidated financial statements and constituted 3% and 7% of total assets and shareholders’ equity, respectively, as of December 31, 2021, and 0% and 1% of revenues and net earnings attributable to controlling interests, respectively, for the year then ended.
Item 9B. OTHER INFORMATION
0 rewritten, 2 added, 3 removed, 1 unchanged
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PART III
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Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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New section this year
Not applicable.
PART III
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Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information with respect to directors, code of conduct, audit committee and audit committee financial experts of the Company, and Section 16(a) beneficial ownership reporting compliance is set forth in “Proposal No. 1 - Election of Directors for a One-Year Term,” “Code of Conduct,” “Information Concerning Committees and Meetings – Audit Committee,” “Report of the Audit Committee,” and “Director Evaluations; Delinquent Section 16(a) Reports,” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 30, 2022 and is incorporated herein by reference.
Officers of the Company are elected by the Board of Directors for terms of one year and until their successors are duly elected and qualified.
Information with respect to executive officers and certain significant employees of the Company is set forth below.
Except as otherwise indicated, all positions are with the Company.
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| | | | Name | | | | | | Titles | | | | | | Age | | |
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| | | | Benjamin I. Bard | | | | | | Vice President and Chief Audit Executive since June 2021. Global Chief Compliance Officer since January 2014. | | | | | | 48 | | |
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| | | | Camille Batiste | | | | | | Senior Vice President, Global Supply Chain and Procurement since May 2021. President, Global Supply Chain from January 2020 to May 2021. President, Nutrition Optimization from June 2019 to May 2021. Vice President, Global Procurement from March 2017 to June 2019. Vice President, Sourcing Operations & Compliance at Honeywell Aerospace from March 2015 to March 2017. | | | | | | 50 | | |
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| | | | Veronica L. Braker | | | | | | Senior Vice President, Global Operations since April 2019. Executive Champion of Global Safety since January 2020. Vice President of Operations - Performance Materials at BASF from April 2017 to March 2019. Head of Operations for North America - Performance Materials at BASF from January 2014 to April 2017. | | | | | | 54 | | |
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| | | | Christopher M. Cuddy | | | | | | Senior Vice President of the Company since May 2015. President, Carbohydrate Solutions business unit since March 2015. | | | | | | 48 | | |
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| | | | Pierre-Christophe Duprat | | | | | | President, Animal Nutrition since August 2018. President, ADM Europe, Middle East, and Africa (EMEA) from June 2016 to August 2018. President, ADM Corn EMEA and Asia since November 2015. | | | | | | 54 | | |
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| | | | D. Cameron Findlay | | | | | | Senior Vice President, General Counsel, and Secretary since July 2013. | | | | | | 62 | | |
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| | | | Kristy Folkwein | | | | | | Senior Vice President of the Company since March 2018. Chief Technology Officer since January 2020. Chief Information Officer from March 2018 to January 2020. Vice President and Chief Information Officer from June 2016 to March 2018. | | | | | | 59 | | |
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| | | | Molly Strader Fruit | | | | | | Vice President, Corporate Controller since March 2021. Vice President, Global Financial Services from May 2019 to March 2021. Controller, Carbohydrate Solutions from August 2018 to May 2019. Vice President, Global Credit from April 2016 to June 2019. Controller, Americas for Agricultural Services from June 2015 to August 2018. | | | | | | 43 | | |
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| | | | Leticia Goncalves | | | | | | President, Global Specialty Ingredients since January 2020. Senior Vice President and U.S. Division Head at Bayer from September 2018 to January 2020. President, Europe and Middle East at Monsanto from August 2014 to August 2018. | | | | | | 47 | | |
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Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (Continued)
13 rewritten, 0 added, 21 removed, 15 unchanged
| | | | [removed: Christopher M. Cuddy] [added: Vincent F. Macciocchi] | | | | | | Senior Vice President of the Company [removed: since May 2015.] [added: and] President, [removed: Carbohydrate Solutions] [added: Nutrition] business unit since [removed: March] [added: May] 2015. [added: Chief Sales and Marketing Officer since January 2020.] | | | | | | [removed: 47] [added: 56] | | |
| | | | Domingo Lastra | | | | | | President, South America since July 2017. Vice President, Integration and Strategy from March 2016 to July 2017. [removed: Managing Director, Agricultural Services International from June 2014 to February 2016.] | | | | | | [removed: 52] [added: 53] | | |
| | | | Juan R. Luciano | | | | | | Chairman of the Board of Directors since January 2016. Chief Executive Officer and President since January 2015. | | | | | | [removed: 59] [added: 60] | | |
| | | | Vikram Luthar | | | | | | Senior Vice President of the Company since March 2015. [added: Head of Investor Relations since June 2021.] Chief Financial Officer, Nutrition since January 2020. President, Health & Wellness from March 2018 to January 2020. President, Bioactives from February 2017 to March 2018. President, Enzymes from December 2015 to February 2017. CFO, Corn Processing business unit from March 2014 to February 2017. | | | | | | [removed: 54] [added: 55] | | |
| | | | Gregory A. Morris | | | | | | Senior Vice President of the Company since November 2014. President, Ag Services & Oilseeds business unit since July 2019. President, Global Oilseeds Processing business unit from May 2015 to June 2019. | | | | | | [removed: 49] [added: 50] | | |
| | | | Ian Pinner | | | | | | Senior Vice President of the Company since January 2020. Chief Strategy and Innovation Officer [removed: and] [added: since January 2020.] President, Health and Wellness [removed: since] [added: from] January [removed: 2020.] [added: 2020 to March 2021.] Vice President, Growth and Strategy from August 2018 to January 2020. Chief Growth Officer from July 2017 to August 2018. President, Southeast Asia and Global Destination Marketing from December 2015 to July 2017. | | | | | | [removed: 48] [added: 49] | | |
| | | | Ismael Roig | | | | | | Senior Vice President of the Company since December 2015. President, ADM Europe, Middle East, and Africa (EMEA) since August 2018. Chief Strategy Officer from December 2015 to August 2018. Chief Sustainability Officer from May 2015 to March 2017. | | | | | | [removed: 53] [added: 54] | | |
| | | | John P. Stott | | | | | | Group Vice President, [added: Finance, Corporate Treasurer, and CFO, Global Technology since March 2021. Group Vice President,] Finance and Corporate Controller [removed: since] [added: from] August [removed: 2014.] [added: 2014 to March 2021.] | | | | | | [removed: 53] [added: 54] | | |
| | | | Joseph D. Taets | | | | | | Senior Vice President of the Company since August 2011. [added: President, Asia Pacific since May 2021.] Executive Champion for Quality and Food Safety [removed: since] [added: from] January [removed: 2020.] [added: 2020 to May 2021.] President, Global Business Readiness [removed: since] [added: from] March [removed: 2018.] [added: 2018 to May 2021.] President, Agricultural business unit from August 2011 to March 2018. [removed: President, ADM Europe, Middle East, and Africa (EMEA) from August 2013 to June 2016.] | | | | | | [removed: 55] [added: 56] | | |
| | | | Thuy-Nga T. Vo | | | | | | Chief Counsel, Corporate, Securities, and Mergers and Acquisitions and Assistant Secretary since January 2017. Chief Counsel, Mergers and Acquisitions from May 2013 to January 2017. | | | | | | [removed: 56] [added: 57] | | |
| | | | Jennifer L. Weber | | | | | | Senior Vice President and Chief Human Resources Officer since August 2020. Executive Vice President - Human Resources at Lowe’s Companies, Inc. from March 2016 to April 2020. [removed: Executive Vice President & Chief Human Resources Officer at Duke Energy from November 2008 to February 2016.] | | | | | | [removed: 54] [added: 55] | | |
| | | | Todd Werpy | | | | | | Senior Vice President and Chief Science Officer since January 2020. Senior Vice President and Chief Technology Officer from March 2015 to January 2020. | | | | | | [removed: 58] [added: 59] | | |
| | | | Ray G. Young | | | | | | Executive Vice President of the Company since March 2015. Chief Financial Officer since December 2010. | | | | | | [removed: 59] [added: 60] | | |
Information with respect to directors, code of conduct, audit committee and audit committee financial experts of the Company, and Section 16(a) beneficial ownership reporting compliance is set forth in “Proposal No. 1 - Election of Directors for a One-Year Term,” “Director Experiences, Qualifications, Attributes, and Skills; Board Diversity,” “Code of Conduct,” “Information Concerning Committees and Meetings – Audit Committee,” and “Report of the Audit Committee,” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 30, 2021 and is incorporated herein by reference.
Officers of the Company are elected by the Board of Directors for terms of one year and until their successors are duly elected and qualified.
Information with respect to executive officers and certain significant employees of the Company is set forth below.
Except as otherwise indicated, all positions are with the Company.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Name | | | | | | Titles | | | | | | Age | | |
| | | | Benjamin I. Bard | | | | | | Global Chief Compliance Officer since January 2014. | | | | | | 47 | | |
| | | | Camille Batiste | | | | | | President, Global Supply Chain since January 2020. President, Nutrition Optimization since June 2019. Vice President, Global Procurement from March 2017 to June 2019. Vice President, Sourcing Operations & Compliance at Honeywell Aerospace from March 2015 to March 2017. | | | | | | 49 | | |
| | | | Veronica L. Braker | | | | | | Senior Vice President, Global Operations since April 2019. Executive Champion of Global Safety since January 2020. Vice President of Operations - Performance Materials at BASF from April 2017 to March 2019. Head of Operations for North America - Performance Materials at BASF from January 2014 to April 2017. | | | | | | 53 | | |
| | | | Pierre-Christophe Duprat | | | | | | President, Animal Nutrition since August 2018. President, ADM Europe, Middle East, and Africa (EMEA) from June 2016 to August 2018. President, ADM Corn EMEA and Asia since November 2015. | | | | | | 53 | | |
| | | | D. Cameron Findlay | | | | | | Senior Vice President, General Counsel, and Secretary since July 2013. | | | | | | 61 | | |
| | | | Kristy Folkwein | | | | | | Senior Vice President of the Company since March 2018. Chief Technology Officer since January 2020. Chief Information Officer from March 2018 to January 2020. Vice President and Chief Information Officer from June 2016 to March 2018. Senior Vice President and Chief Information Officer, Global Business Services at Dow Corning from June 2010 to June 2016. | | | | | | 58 | | |
| | | | Leticia Goncalves | | | | | | President, Global Specialty Ingredients since January 2020. Senior Vice President and U.S. Division Head at Bayer from September 2018 to January 2020. President, Europe and Middle East at Monsanto from August 2014 to August 2018. | | | | | | 46 | | |
| | | | Shannon Herzfeld | | | | | | Vice President of the Company since February 2005, with responsibility for the Company’s Government Affairs function. | | | | | | 68 | | |
| | | | Patricia L. Logan | | | | | | Chief Audit Executive since August 2014. | | | | | | 61 | | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (Continued)
| | | | Vincent F. Macciocchi | | | | | | Senior Vice President of the Company and President, Nutrition business unit since May 2015. Chief Sales and Marketing Officer since January 2020. | | | | | | 55 | | |
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 2 unchanged
Information responsive to this Item is set forth in “Compensation Discussion and Analysis,” [removed: “Compensation/Succession Committee Report,” “Compensation/Succession Committee Interlocks and Insider Participation,” “Summary Compensation Table,” “Grants of Plan-Based Awards During Fiscal Year 2020,” “Outstanding Equity Awards at Fiscal Year 2020 Year-End,” “Option Exercises and Stock Vested During Fiscal Year 2020,” “Pension Benefits,” “Nonqualified Deferred] [added: “Executive] Compensation,” [removed: “Termination of Employment] and [removed: Change-in-Control Arrangements,” “CEO Pay Ratio,” and] “Director Compensation” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 30, [removed: 2021,] [added: 2022,] and is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 0 added, 0 removed, 2 unchanged
Information responsive to this Item is set forth in “Principal Holders of Voting Securities,” “Proposal No. 1 - Election of Directors for a One-Year Term,” “Executive Officer Stock Ownership,” and “Equity Compensation Plan Information at December 31, [removed: 2020”] [added: 2021”] of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 30, [removed: 2021,] [added: 2022,] and is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 2 unchanged
Information responsive to this Item is set forth in “Certain Relationships and Related Transactions,” “Review and Approval of Certain Relationships and Related Transactions,” and “Independence of Directors” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 30, [removed: 2021,] [added: 2022,] and is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
5 rewritten, 1 added, 40 removed, 37 unchanged
Information responsive to this Item is set forth in “Fees Paid to Independent Auditors” and “Audit Committee Pre-Approval Policies” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 30, [removed: 2021,] [added: 2022,] and is incorporated herein by reference.
| December 31, 2019 | | | $ | 84 | | | | | [removed: 26] [added: 23] | | | | | | (19) | | | | | | [removed: 19] [added: 22] | | | | | | $ | 110 | |
(3i)[Composite Certificate of Incorporation, as amended (incorporated by reference to Exhibit (3)(i) to the Company’s Form 10-Q for the quarter ended September 30, [removed: 2001](http://www.sec.gov/Archives/edgar/data/7084/000000708401500056/adm10q_3i.htm)[).](http://www.sec.gov/Archives/edgar/data/7084/000000708401500056/adm10q_3i.htm)][added: 2001).](http://www.sec.gov/Archives/edgar/data/7084/000000708401500056/adm10q_3i.htm)]
(3ii)[Bylaws, as amended through May 1, 2019 (incorporated by reference to Exhibit 3.ii to the [removed: Company’s](http://www.sec.gov/Archives/edgar/data/7084/000119312519139706/d739179dex3ii.htm) [](http://www.sec.gov/Archives/edgar/data/7084/000119312519139706/d739179dex3ii.htm)[Form] [added: Company’s Form] 8-K filed on May 7, [removed: 2019](http://www.sec.gov/Archives/edgar/data/7084/000119312519139706/d739179dex3ii.htm)[).](http://www.sec.gov/Archives/edgar/data/7084/000119312519139706/d739179dex3ii.htm)][added: 2019).](http://www.sec.gov/Archives/edgar/data/7084/000119312519139706/d739179dex3ii.htm)]
(i)[Description of Securities of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/7084/000000708421000008/adm-ex4i_20201231x10k.htm)][added: Registrant](https://www.sec.gov/Archives/edgar/data/7084/000000708422000008/adm-ex4i_20211231x10k.htm)]
| December 31, 2021 | | | $ | 100 | | | | | 32 | | | | | | (28) | | | | | | 18 | | | | | | $ | 122 | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
Item 15.
| December 31, 2018 | | | $ | 73 | | | | | 44 | | | | | | (26) | | | | | | (7) | | | | | | $ | 84 | |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)
(iii)[Indenture, dated as of September 20, 2006, by and between the Company and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., as Trustee (incorporated by reference to Exhibit 4 to the Company](http://www.sec.gov/Archives/edgar/data/7084/000095013406018139/c08600exv4.htm)’[s Registration Statement on Form S-3](http://www.sec.gov/Archives/edgar/data/7084/000095013406018139/c08600exv4.htm)), as amended and supplemented by [First Supplemental Indenture, dated as of June 3, 2008, by and between the Company and The Bank of New York Mellon (formerly known as The Bank of New York) (incorporated by reference to Exhibit 4.6 to the Company](http://www.sec.gov/Archives/edgar/data/7084/000095013708008113/c27162exv4w6.htm)’[s Current Report on Form 8-K filed on June 3, 2008](http://www.sec.gov/Archives/edgar/data/7084/000095013708008113/c27162exv4w6.htm)[)](http://www.sec.gov/Archives/edgar/data/7084/000095013708008113/c27162exv4w6.htm), [Second Supplemental Indenture, dated as of November 29, 2010, by and between the Company and The Bank of New York Mellon (incorporated by reference to Exhibit 4.3 to the Company](http://www.sec.gov/Archives/edgar/data/7084/000095012310109766/c61586exv4w3.htm)’[s Current Report on Form 8-K filed on November 30, 2010](http://www.sec.gov/Archives/edgar/data/7084/000095012310109766/c61586exv4w3.htm)[)](http://www.sec.gov/Archives/edgar/data/7084/000095012310109766/c61586exv4w3.htm), and [Third Supplemental Indenture, dated as of April 4, 2011, between the Company and The Bank of New York Mellon (incorporated by reference to Exhibit 4.4 to the Company](http://www.sec.gov/Archives/edgar/data/7084/000095012311034052/c63929exv4w4.htm)’[s Current Report on Form 8-K filed on April 8, 2011](http://www.sec.gov/Archives/edgar/data/7084/000095012311034052/c63929exv4w4.htm)[),](http://www.sec.gov/Archives/edgar/data/7084/000095012311034052/c63929exv4w4.htm) relating to:
the $500,000,000 – 6.45% Debentures due January 15, 2038,
the $750,000,000 – 4.479% Notes due March 1, 2021,
the $1,000,000,000 – 5.765% Debentures due March 1, 2041, and
the $527,688,000 – 4.535% Debentures due March 26, 2042.
(iv)[Indenture, dated as of October 16, 2012, by and between the Company and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to the Company](http://www.sec.gov/Archives/edgar/data/7084/000119312512424786/d425050dex41.htm)’[s Current Report on Form 8-K filed on October 17, 2012](http://www.sec.gov/Archives/edgar/data/7084/000119312512424786/d425050dex41.htm)[), relating to:](http://www.sec.gov/Archives/edgar/data/7084/000119312512424786/d425050dex41.htm)
the $570,425,000 – 4.016% Debentures due April 16, 2043,
the €600,000,000 – 1.750% Notes due June 23, 2023,
the $1,000,000,000 – 2.500% Notes due August 11, 2026,
the $500,000,000 – 3.750% Notes due September 15, 2047,
the €650,000,000 – 1.00% Notes due September 12, 2025,
the $400,000,000 – 3.375% Notes due March 15, 2022,
the $600,000,000 – 4.500% Notes due March 15, 2049,
the $500,000,000 – 2.750% Notes due March 27, 2025, and
the $1,000,000,000 – 3.250% Notes due March 27, 2030.
(v)Copies of constituent instruments defining rights of holders of long-term debt of the Company and its Subsidiaries, other than the indentures specified herein, are not filed herewith, pursuant to Instruction (b)(4)(iii)(A) to Item 601 of Regulation S-K, because the total amount of securities authorized under any such instrument does not exceed 10% of the total assets of the Company and Subsidiaries on a consolidated basis.
The Company hereby agrees that it will, upon request by the SEC, furnish to the SEC a copy of each such instrument.
(10)Copies of the Company’s equity compensation plans, deferred compensation plans and agreements with executive officers are incorporated herein by reference pursuant to Instruction (b)(10)(iii)(A) to Item 601 of Regulation S-K, each of which is a management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K, as follows:
(i)[The Archer-Daniels-Midland Company Deferred Compensation Plan for Selected Management Employees I, as amended (incorporated by reference to Exhibit 10(iii) to the Company’s Annual Report on Form 10-K for the year ended June 30, 2010](https://www.sec.gov/Archives/edgar/data/7084/000000708410000043/exhibit10iii.htm)[).](https://www.sec.gov/Archives/edgar/data/7084/000000708410000043/exhibit10iii.htm)
(ii)[The Archer-Daniels-Midland Company Deferred Compensation Plan for Selected Management Employees II, as amended and restated (incorporated by reference to Exhibit 10(ii) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013](http://www.sec.gov/Archives/edgar/data/7084/000000708414000011/adm-ex10ii_20131231x10k.htm)[).](http://www.sec.gov/Archives/edgar/data/7084/000000708414000011/adm-ex10ii_20131231x10k.htm)
(iii)[The Archer-Daniels-Midland Company Supplemental Retirement Plan, as amended and restated (incorporated by reference to Exhibit 10(vi) to the Company’s Annual Report on Form 10-K for the year ended June 30, 2010](http://www.sec.gov/Archives/edgar/data/7084/000000708410000043/exhibit10vi.htm)[).](http://www.sec.gov/Archives/edgar/data/7084/000000708410000043/exhibit10vi.htm)
(iv)[Second Amendment to ADM Supplemental Retirement Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010](http://www.sec.gov/Archives/edgar/data/7084/000000708411000007/exhibit101.htm)[).](http://www.sec.gov/Archives/edgar/data/7084/000000708411000007/exhibit101.htm)
(v)[The Archer-Daniels-Midland Company Amended and Restated Stock Unit Plan for Nonemployee Directors, as amended (incorporated by reference to Exhibit 10(v) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016](http://www.sec.gov/Archives/edgar/data/7084/000000708417000008/adm-ex10v_20161231x10k.htm)[).](http://www.sec.gov/Archives/edgar/data/7084/000000708417000008/adm-ex10v_20161231x10k.htm)
(vi)[The Archer-Daniels-Midland 2002 Incentive Compensation Plan (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement filed on September 25, 2002](http://www.sec.gov/Archives/edgar/data/7084/000095013402011698/c71484ddef14a.htm)[).](http://www.sec.gov/Archives/edgar/data/7084/000095013402011698/c71484ddef14a.htm)
(vii)[Form of Stock Option Agreement under the Company’s 2002 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005](http://www.sec.gov/Archives/edgar/data/7084/000000708405000139/stockoptionagreement.htm)[).](http://www.sec.gov/Archives/edgar/data/7084/000000708405000139/stockoptionagreement.htm)
(viii)[Form of Restricted Stock Agreement under the Company’s 2002 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005](http://www.sec.gov/Archives/edgar/data/7084/000000708405000139/restrictedstockaward.htm)[).](http://www.sec.gov/Archives/edgar/data/7084/000000708405000139/restrictedstockaward.htm)
(ix)[Form of Performance Share Unit Award Agreement under the Company’s 2002 Incentive Compensative Plan (incorporated by reference to Exhibit 10(xii) to the Company’s Annual Report on Form 10-K for the year ended June 30, 2010](http://www.sec.gov/Archives/edgar/data/7084/000000708410000043/exhibit10xii.htm)[).](http://www.sec.gov/Archives/edgar/data/7084/000000708410000043/exhibit10xii.htm)
(x)[Form of Restricted Stock Unit Award Agreement under the Company’s 2002 Incentive Compensation Plan (incorporated by reference to Exhibit 10(xiii) to the Company’s Annual Report on Form 10-K for the year ended June 30, 2010](http://www.sec.gov/Archives/edgar/data/7084/000000708410000043/exhibit10xiii.htm)[).](http://www.sec.gov/Archives/edgar/data/7084/000000708410000043/exhibit10xiii.htm)
(xi)[The Archer-Daniels-Midland Company 2009 Incentive Compensation Plan (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement filed on September 25, 2009](http://www.sec.gov/Archives/edgar/data/7084/000095012309045905/c52558def14a.htm)[)](http://www.sec.gov/Archives/edgar/data/7084/000095012309045905/c52558def14a.htm).
(xii)[Form of Stock Option Agreement for U.S. Employees under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(i) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10i.htm)[).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10i.htm)
(xiii)[Form of Restricted Stock Unit Award Agreement for U.S. Employees under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(ii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10ii.htm)[).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10ii.htm)
(xiv)[Form of Stock Option Agreement for Named Executive Officers under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(iii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10iii.htm)[).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10iii.htm)
(xv)[Form of Restricted Stock Unit Award Agreement for Named Executive Officers under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(iv) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10iv.htm)[).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10iv.htm)
(xvi)[Form of Stock Option Agreement for International Employees under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(v) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10v.htm)[).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10v.htm)
(xvii)[Form of Restricted Stock Unit Award Agreement for International Employees under the Company](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10vi.htm)’[s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(vi) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10vi.htm)[).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10vi.htm)
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)
20 rewritten, 43 added, 0 removed, 8 unchanged
(xviii)[Form of Performance Share Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(vii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2013](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10vii.htm)[).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10vii.htm)][added: 2013).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10vii.htm)]
(xix)[Form of Performance Share Unit Award Agreement under the [removed: Company](https://www.sec.gov/Archives/edgar/data/7084/000095012311029013/c63701exv10w1.htm)[’](https://www.sec.gov/Archives/edgar/data/7084/000095012311029013/c63701exv10w1.htm)[s] [added: Company’s] 2009 Incentive Compensation Plan for grant to J.
Luciano (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 25, [removed: 2011](https://www.sec.gov/Archives/edgar/data/7084/000095012311029013/c63701exv10w1.htm)[).](https://www.sec.gov/Archives/edgar/data/7084/000095012311029013/c63701exv10w1.htm)][added: 2011).](https://www.sec.gov/Archives/edgar/data/7084/000095012311029013/c63701exv10w1.htm)]
(xx)[Form of Nonqualified Stock Option Award Agreement for Executive Officers under the [removed: Company](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex101_2016930xq3.htm)[’](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex101_2016930xq3.htm)[s] [added: Company’s] 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the [removed: Company](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex101_2016930xq3.htm)[’](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex101_2016930xq3.htm)[s] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2016](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex101_2016930xq3.htm)[).](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex101_2016930xq3.htm)][added: 2016).](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex101_2016930xq3.htm)]
(xxi)[Form of Nonqualified Stock Option Award Agreement for U.S. Employees under the [removed: Company](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex102_2016930xq3.htm)[’](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex102_2016930xq3.htm)[s] [added: Company’s] 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the [removed: Company](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex102_2016930xq3.htm)[’](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex102_2016930xq3.htm)[s] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2016](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex102_2016930xq3.htm)[).](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex102_2016930xq3.htm)][added: 2016).](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex102_2016930xq3.htm)]
(xxii)[Form of Restricted Stock Unit Award Agreement for Executive Officers under the [removed: Company](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex103_2016930xq3.htm)[’](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex103_2016930xq3.htm)[s] [added: Company’s] 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the [removed: Company](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex103_2016930xq3.htm)[’](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex103_2016930xq3.htm)[s] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2016](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex103_2016930xq3.htm)[)](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex103_2016930xq3.htm).][added: 2016)](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex103_2016930xq3.htm).]
(xxiii)[Form of Restricted Stock Unit Award Agreement for U.S. Employees under the [removed: Company](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex104_2016930xq3.htm)[’](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex104_2016930xq3.htm)[s] [added: Company’s] 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.4 to the [removed: Company](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex104_2016930xq3.htm)[’](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex104_2016930xq3.htm)[s] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2016](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex104_2016930xq3.htm)[).](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex104_2016930xq3.htm)][added: 2016).](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex104_2016930xq3.htm)]
(xxiv)[Form of Restricted Stock Unit Award Agreement under the [removed: Company](https://www.sec.gov/Archives/edgar/data/7084/000000708417000015/adm-ex101_2017331xq1.htm)[’](https://www.sec.gov/Archives/edgar/data/7084/000000708417000015/adm-ex101_2017331xq1.htm)[s] [added: Company’s] 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the [removed: Company](https://www.sec.gov/Archives/edgar/data/7084/000000708417000015/adm-ex101_2017331xq1.htm)[’](https://www.sec.gov/Archives/edgar/data/7084/000000708417000015/adm-ex101_2017331xq1.htm)[s] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2017](https://www.sec.gov/Archives/edgar/data/7084/000000708417000015/adm-ex101_2017331xq1.htm)[).](https://www.sec.gov/Archives/edgar/data/7084/000000708417000015/adm-ex101_2017331xq1.htm)][added: 2017).](https://www.sec.gov/Archives/edgar/data/7084/000000708417000015/adm-ex101_2017331xq1.htm)]
(xxv)[Form of Performance Share Unit Award Agreement under the [removed: Company](https://www.sec.gov/Archives/edgar/data/7084/000000708417000015/adm-ex102_2017331xq1.htm)[’](https://www.sec.gov/Archives/edgar/data/7084/000000708417000015/adm-ex102_2017331xq1.htm)[s] [added: Company’s] 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2017](https://www.sec.gov/Archives/edgar/data/7084/000000708417000015/adm-ex102_2017331xq1.htm)[).](https://www.sec.gov/Archives/edgar/data/7084/000000708417000015/adm-ex102_2017331xq1.htm)][added: 2017).](https://www.sec.gov/Archives/edgar/data/7084/000000708417000015/adm-ex102_2017331xq1.htm)]
(xxvi)[ADM Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.3 to the [removed: Company](https://www.sec.gov/Archives/edgar/data/7084/000119312518164162/d566915dex43.htm)[’](https://www.sec.gov/Archives/edgar/data/7084/000119312518164162/d566915dex43.htm)[s] [added: Company’s] Registration Statement on Form S-8 filed on May 15, [removed: 2018](https://www.sec.gov/Archives/edgar/data/7084/000119312518164162/d566915dex43.htm)[).](https://www.sec.gov/Archives/edgar/data/7084/000119312518164162/d566915dex43.htm)][added: 2018).](https://www.sec.gov/Archives/edgar/data/7084/000119312518164162/d566915dex43.htm)]
[removed: (xxvii)[Archer](https://www.sec.gov/Archives/edgar/data/7084/000119312520084320/d865428ddef14a.htm)[\-Daniels-Midland](https://www.sec.gov/Archives/edgar/data/7084/000119312520084320/d865428ddef14a.htm) [Company](https://www.sec.gov/Archives/edgar/data/7084/000119312520084320/d865428ddef14a.htm) [2020 In](https://www.sec.gov/Archives/edgar/data/7084/000119312520084320/d865428ddef14a.htm)[centive Comp](https://www.sec.gov/Archives/edgar/data/7084/000119312520084320/d865428ddef14a.htm)[ensation] [added: (xxvii)[Archer-Daniels-Midland Company 2020 Incentive Compensation] Plan [removed: (incorporate](https://www.sec.gov/Archives/edgar/data/7084/000119312520084320/d865428ddef14a.htm)[d] [added: (incorporated] by reference to Annex B to the [removed: Compa](https://www.sec.gov/Archives/edgar/data/7084/000119312520084320/d865428ddef14a.htm)[ny](https://www.sec.gov/Archives/edgar/data/7084/000119312520084320/d865428ddef14a.htm)[’](https://www.sec.gov/Archives/edgar/data/7084/000119312520084320/d865428ddef14a.htm)[s] [added: Company’s] Definitive Proxy Statement filed on March 25, 2020).](https://www.sec.gov/Archives/edgar/data/7084/000119312520084320/d865428ddef14a.htm)
(xxviii)[Form [removed: of](https://www.sec.gov/Archives/edgar/data/7084/000000708420000025/adm-ex1012020psutermsa.htm) [Performance] [added: of Performance] Share Unit [removed: Award](https://www.sec.gov/Archives/edgar/data/7084/000000708420000025/adm-ex1012020psutermsa.htm) [Agreement] [added: Award Agreement] under the Company’s 2020 Incentive Plan (incorporated by reference [removed: t](https://www.sec.gov/Archives/edgar/data/7084/000000708420000025/adm-ex1012020psutermsa.htm)[o] [added: to] Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/7084/000000708420000025/adm-ex1012020psutermsa.htm)[1](https://www.sec.gov/Archives/edgar/data/7084/000000708420000025/adm-ex1012020psutermsa.htm) [to] [added: 10.1 to] the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020)](https://www.sec.gov/Archives/edgar/data/7084/000000708420000025/adm-ex1012020psutermsa.htm).
[removed: (21)[S](https://www.sec.gov/Archives/edgar/data/7084/000000708421000008/adm-ex21_20201231x10k.htm)[ubsidiaries] [added: (21)[Subsidiaries] of the [removed: Company](https://www.sec.gov/Archives/edgar/data/7084/000000708421000008/adm-ex21_20201231x10k.htm).][added: Company](https://www.sec.gov/Archives/edgar/data/7084/000000708422000008/adm-ex21_20211231x10k.htm).]
(23)[Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/7084/000000708421000008/adm-ex23_20201231x10k.htm)][added: Firm.](https://www.sec.gov/Archives/edgar/data/7084/000000708422000008/adm-ex23_20211231x10k.htm)]
(24)[Powers of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/7084/000000708421000008/adm-ex24_20201231x10k.htm)][added: Attorney.](https://www.sec.gov/Archives/edgar/data/7084/000000708422000008/adm-ex24_20211231x10k.htm)]
(31.1)[Certification of Chief Executive Officer pursuant to Rule 13a–14(a) and Rule 15d–14(a) of the Securities Exchange Act of 1934, as [removed: amended.](https://www.sec.gov/Archives/edgar/data/7084/000000708421000008/adm-ex311_20201231x10k.htm)][added: amended.](https://www.sec.gov/Archives/edgar/data/7084/000000708422000008/adm-ex311_20211231x10k.htm)]
(31.2)[Certification of Chief Financial Officer pursuant to Rule 13a–14(a) and Rule 15d–14(a) of the Securities Exchange Act of 1934, as [removed: amended.](https://www.sec.gov/Archives/edgar/data/7084/000000708421000008/adm-ex312_20201231x10k.htm)][added: amended.](https://www.sec.gov/Archives/edgar/data/7084/000000708422000008/adm-ex312_20211231x10k.htm)]
(32.1)[Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/7084/000000708421000008/adm-ex321_20201231x10k.htm)][added: 2002.](https://www.sec.gov/Archives/edgar/data/7084/000000708422000008/adm-ex321_20211231x10k.htm)]
(32.2)[Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/7084/000000708421000008/adm-ex322_20201231x10k.htm)][added: 2002.](https://www.sec.gov/Archives/edgar/data/7084/000000708422000008/adm-ex322_20211231x10k.htm)]
(104)Cover Page Interactive Data File (formatted as Inline XBRL and incorporated by reference to Exhibit [removed: 101)][added: 101).]
(iii)[Indenture, dated as of September 20, 2006, by and between the Company and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., as Trustee (incorporated by reference to Exhibit 4 to the Company](http://www.sec.gov/Archives/edgar/data/7084/000095013406018139/c08600exv4.htm)’[s Registration Statement on Form S-3](http://www.sec.gov/Archives/edgar/data/7084/000095013406018139/c08600exv4.htm)), as amended and supplemented by [First Supplemental Indenture, dated as of June 3, 2008, by and between the Company and The Bank of New York Mellon (formerly known as The Bank of New York) (incorporated by reference to Exhibit 4.6 to the Company](http://www.sec.gov/Archives/edgar/data/7084/000095013708008113/c27162exv4w6.htm)’[s Current Report on Form 8-K filed on June 3, 2008)](http://www.sec.gov/Archives/edgar/data/7084/000095013708008113/c27162exv4w6.htm), [Second Supplemental Indenture, dated as of November 29, 2010, by and between the Company and The Bank of New York Mellon (incorporated by reference to Exhibit 4.3 to the Company](http://www.sec.gov/Archives/edgar/data/7084/000095012310109766/c61586exv4w3.htm)’[s Current Report on Form 8-K filed on November 30, 2010)](http://www.sec.gov/Archives/edgar/data/7084/000095012310109766/c61586exv4w3.htm), and [Third Supplemental Indenture, dated as of April 4, 2011, between the Company and The Bank of New York Mellon (incorporated by reference to Exhibit 4.4 to the Company](http://www.sec.gov/Archives/edgar/data/7084/000095012311034052/c63929exv4w4.htm)’[s Current Report on Form 8-K filed on April 8, 2011),](http://www.sec.gov/Archives/edgar/data/7084/000095012311034052/c63929exv4w4.htm) relating to:
the $500,000,000 – 6.45% Debentures due January 15, 2038,
the $750,000,000 – 4.479% Notes due March 1, 2021,
the $1,000,000,000 – 5.765% Debentures due March 1, 2041, and
the $527,688,000 – 4.535% Debentures due March 26, 2042.
(iv)[Indenture, dated as of October 16, 2012, by and between the Company and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to the Company](http://www.sec.gov/Archives/edgar/data/7084/000119312512424786/d425050dex41.htm)’[s Current Report on Form 8-K filed on October 17, 2012), relating to:](http://www.sec.gov/Archives/edgar/data/7084/000119312512424786/d425050dex41.htm)
the $570,425,000 – 4.016% Debentures due April 16, 2043,
the €600,000,000 – 1.750% Notes due June 23, 2023,
the $1,000,000,000 – 2.500% Notes due August 11, 2026,
the $500,000,000 – 3.750% Notes due September 15, 2047,
the €650,000,000 – 1.00% Notes due September 12, 2025,
the $400,000,000 – 3.375% Notes due March 15, 2022,
the $600,000,000 – 4.500% Notes due March 15, 2049,
the $1,000,000,000 – 3.250% Notes due March 27, 2030, and
the $750,000,000 – 3.250% Notes due September 15, 2051.
(v)Copies of constituent instruments defining rights of holders of long-term debt of the Company and its Subsidiaries, other than the indentures specified herein, are not filed herewith, pursuant to Instruction (b)(4)(iii)(A) to Item 601 of Regulation S-K, because the total amount of securities authorized under any such instrument does not exceed 10% of the total assets of the Company and Subsidiaries on a consolidated basis.
The Company hereby agrees that it will, upon request by the SEC, furnish to the SEC a copy of each such instrument.
(10)Copies of the Company’s equity compensation plans, deferred compensation plans and agreements with executive officers are incorporated herein by reference pursuant to Instruction (b)(10)(iii)(A) to Item 601 of Regulation S-K, each of which is a management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K, as follows:
(i)[The Archer-Daniels-Midland Company Deferred Compensation Plan for Selected Management Employees I, as amended (incorporated by reference to Exhibit 10(iii) to the Company’s Annual Report on Form 10-K for the year ended June 30, 2010).](https://www.sec.gov/Archives/edgar/data/7084/000000708410000043/exhibit10iii.htm)
(ii)[The Archer-Daniels-Midland Company Deferred Compensation Plan for Selected Management Employees II, as amended and restated (incorporated by reference to Exhibit 10(ii) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013).](http://www.sec.gov/Archives/edgar/data/7084/000000708414000011/adm-ex10ii_20131231x10k.htm)
(iii)[The Archer-Daniels-Midland Company Supplemental Retirement Plan, as amended and restated (incorporated by reference to Exhibit 10(vi) to the Company’s Annual Report on Form 10-K for the year ended June 30, 2010).](http://www.sec.gov/Archives/edgar/data/7084/000000708410000043/exhibit10vi.htm)
(iv)[Second Amendment to ADM Supplemental Retirement Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010).](http://www.sec.gov/Archives/edgar/data/7084/000000708411000007/exhibit101.htm)
(v)[The Archer-Daniels-Midland Company Amended and Restated Stock Unit Plan for Nonemployee Directors, as amended (incorporated by reference to Exhibit 10(v) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).](http://www.sec.gov/Archives/edgar/data/7084/000000708417000008/adm-ex10v_20161231x10k.htm)
(vi)[The Archer-Daniels-Midland 2002 Incentive Compensation Plan (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement filed on September 25, 2002).](http://www.sec.gov/Archives/edgar/data/7084/000095013402011698/c71484ddef14a.htm)
(vii)[Form of Stock Option Agreement under the Company’s 2002 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).](http://www.sec.gov/Archives/edgar/data/7084/000000708405000139/stockoptionagreement.htm)
(viii)[Form of Restricted Stock Agreement under the Company’s 2002 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).](http://www.sec.gov/Archives/edgar/data/7084/000000708405000139/restrictedstockaward.htm)
(ix)[Form of Performance Share Unit Award Agreement under the Company’s 2002 Incentive Compensative Plan (incorporated by reference to Exhibit 10(xii) to the Company’s Annual Report on Form 10-K for the year ended June 30, 2010).](http://www.sec.gov/Archives/edgar/data/7084/000000708410000043/exhibit10xii.htm)
(x)[Form of Restricted Stock Unit Award Agreement under the Company’s 2002 Incentive Compensation Plan (incorporated by reference to Exhibit 10(xiii) to the Company’s Annual Report on Form 10-K for the year ended June 30, 2010).](http://www.sec.gov/Archives/edgar/data/7084/000000708410000043/exhibit10xiii.htm)
(xi)[The Archer-Daniels-Midland Company 2009 Incentive Compensation Plan (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement filed on September 25, 2009)](http://www.sec.gov/Archives/edgar/data/7084/000095012309045905/c52558def14a.htm).
(xii)[Form of Stock Option Agreement for U.S. Employees under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(i) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10i.htm)
(xiii)[Form of Restricted Stock Unit Award Agreement for U.S. Employees under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(ii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10ii.htm)
(xiv)[Form of Stock Option Agreement for Named Executive Officers under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(iii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10iii.htm)
(xv)[Form of Restricted Stock Unit Award Agreement for Named Executive Officers under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(iv) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10iv.htm)
(xvi)[Form of Stock Option Agreement for International Employees under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(v) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10v.htm)
(xvii)[Form of Restricted Stock Unit Award Agreement for International Employees under the Company](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10vi.htm)’[s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(vi) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10vi.htm)
Item 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)
| | | | | | |
| --- | --- | --- | --- | --- | --- |
Item 15.
An excerpt. Shown here: all 20 rewritten, 40 of 43 added and all 0 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued) in the FY2021 filing and the FY2020 filing.
Item 16. Form 10-K Summary
19 rewritten, 8 added, 8 removed, 15 unchanged
Date: February [removed: 18, 2021][added: 17, 2022]
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February [removed: 18, 2021,] [added: 17, 2022,] by the following persons on behalf of the Registrant and in the capacities indicated.
| [removed: /s/ J. R. Luciano] | | | [removed: /s/] D. E. [removed: Felsinger] [added: Felsinger*,] | | | [removed: /s/] D. C. Findlay | | |
| Chairman, Chief Executive Officer, | | | Director | | | [removed: Attorney-in-Fact] [added: Director] | | |
| (Principal Executive Officer) | | | /s/ [removed: S. F. Harrison] [added: D. E. Felsinger] | | | [added: /s/ D. C. Findlay] | | |
| /s/ R. G. Young | | | Director | | | [added: Attorney-in-Fact] | | |
| Executive Vice President and | | | /s/ [removed: P. J. Moore] [added: S. F. Harrison] | | | | | |
| Chief Financial Officer | | | [removed: P. J. Moore*,] [added: S. F. Harrison*,] | | | | | |
| [removed: /s/ J. P. Stott] | | | /s/ F. J. Sanchez | | | | | |
| [added: Vice President,] Corporate Controller | | | [added: Director] | | | | | |
| (Principal Accounting Officer) | | | [removed: /s/ D. A. Sandler] | | | | | |
| | | | [added: /s/] D. A. [removed: Sandler*,] [added: Sandler] | | | | | |
| [removed: /s/ M.S. Burke] [added: M. S. Burke*,] | | | Director | | | | | |
| Director | | | [removed: /s/ L. Z. Schlitz] | | | | | |
| | | | [added: /s/] L. Z. [removed: Schlitz*,] [added: Schlitz] | | | | | |
| [removed: /s/] T. K. [removed: Crews] [added: Crews*,] | | | Director | | | | | |
| [added: /s/] T. K. [removed: Crews*,] [added: Crews] | | | [added: L. Z. Schlitz*,] | | | | | |
| Director | | | [removed: /s/ K. R. Westbrook] | | | | | |
*Powers of Attorney authorizing R. G. Young, [removed: J. P. Stott,] [added: M.S. Fruit,] and D. C. Findlay, and each of them, to sign the Form 10-K on behalf of the above-named officers and directors of the Company, copies of which are being filed with the Securities and Exchange Commission.
| /s/ J. R. Luciano | | | /s/ P. Dufour | | | /s/ K. R. Westbrook | | |
| J. R. Luciano, | | | P. Dufour*, | | | K. R. Westbrook*, | | |
| /s/ M. S. Fruit | | | /s/ P. J. Moore | | | | | |
| M. S. Fruit | | | P. J. Moore*, | | | | | |
| /s/ M.S. Burke | | | F. J. Sanchez*, | | | | | |
| /s/ T. Colbert | | | D. A. Sandler*, | | | | | |
| T. Colbert*, | | | Director | | | | | |
| | | | | | | | | |
| J. R. Luciano*, | | | D. E. Felsinger*, | | | D. C. Findlay | | |
| | | | S. F. Harrison*, | | | | | |
| J. P. Stott | | | F. J. Sanchez*, | | | | | |
| Group Vice President, Finance and | | | Director | | | | | |
| M. S. Burke*, | | | | | | | | |
| | | | K. R. Westbrook*, | | | | | |
| /s/ P. Dufour | | | Director | | | | | |
| P. Dufour*, | | | | | | | | |