Archer-Daniels-Midland (ADM) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A19 rewritten25 added63 removed79 unchanged
All filing items1,126 rewritten614 added549 removed2,181 unchanged
Summary
counted, not written
- Item 1A lists 17 risk factor headings: 6 new, 3 reworded and 8 unchanged since FY2021. 11 headings from FY2021 no longer appear.
- Sentence by sentence, 614 added, 549 removed, 1,126 rewritten and 2,181 unchanged across 19 items that differ.
New Item 1A headings (6)
- Food or feed risks derived from quality issues or off label product usage, occupational health and safety issues, and ineffective diversification programs may expose the Company to certain regulatory or reputational risks.
- The Company’s sustainable practices require oversight and robust monitoring requirements.
- Limitations on access to external financing could adversely affect the Company’s operating results due to its capital-intensive nature.
- The Company faces risks related to international conflicts, acts of terrorism or war, or other geopolitical events, such as the conflict in Ukraine, and related sanctions and other economic disruptions.
- Political instability and changes in trade policies could negatively impact the Company’s financial results.
- The Company’s IT systems, processes, and sites may suffer cyber security breaches, which could expose the Company to operational and various regulatory risks.Cybersecurity
Removed Item 1A headings (11)
- Human capital requirements may not be sufficient to effectively support global operations.
- Item 1A. RISK FACTORS (Continued)
- The Company faces risks related to health epidemics, pandemics, and similar outbreaks.
- 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, accidents, or other planned disruptions, which could adversely affect the Company’s operating results.
- Item 1A. RISK FACTORS (Continued)
- Credit and Liquidity Risk - The Company’s business is capital-intensive in nature and the Company relies on cash generated from its operations and external financing to fund its growth and ongoing capital needs. Limitations on access to external financing could adversely affect the Company’s operating results.
- The availability and prices of the agricultural commodities and agricultural commodity products the Company procures, transports, stores, processes, and merchandises can be affected by climate change, weather conditions, disease, government programs, competition, and various other factors beyond the Company’s control and could adversely affect the Company’s operating results.
- The Company has significant competition in the markets in which it operates.
- Fluctuations in energy prices could adversely affect the Company’s operating results.
- The Company may fail to realize the benefits of or experience delays in the execution of its growth strategy, which encompasses organic and inorganic initiatives, including those outside the U.S. and in businesses where the Company does not currently have a large presence.
- The Company has limited control over and may not realize the expected benefits of its equity investments and joint ventures and may not be able to monetize the investments at an attractive value when the Company decides to exit the investments.
Reworded Item 1A headings (3)
- The Company [added: has significant competition in the markets in which it operates and] is subject to industry-specific risks which could adversely affect the Company’s operating results.
[removed: The Company’s information][added: Information] technology (IT)[removed: systems, processes, and sites may suffer cyber security breaches, interruptions,][added: systems are subject to interruptions] or failures which may affect the Company’s ability to conduct its business.[removed: Government policies, mandates, and regulations][added: Regulations] specifically affecting the agricultural sector and related industries; regulatory policies or matters that affect a variety of businesses;[removed: taxation polices;]and[removed: political instability][added: taxation polices] could adversely affect the Company’s operating results.
A heading is new when no FY2021 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 FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS (Continued)
19 rewritten, 25 added, 63 removed, 79 unchanged
[removed: The Company’s information] [added: Information] technology (IT) [removed: systems, processes, and sites may suffer cyber security breaches, interruptions,] [added: systems are subject to 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 it with various third party service providers on a worldwide basis as part of its ongoing business transformation program, which is [removed: expected to improve] [added: improving] the efficiency and effectiveness of certain financial and business transaction processes and the underlying systems environment.
This will [removed: help the Company in mitigating] [added: mitigate] the [removed: risk of] instability [removed: in] [added: of] aging legacy systems and manual processes.
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 [added: impacting climate change and rising sea levels] including, but not limited to, the United States, Canada, Mexico, the European Union and its member states, and China.
The Company has programs and policies in place [added: (e.g., Corporate Sustainability Program; Commitment] to [added: 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.
In such circumstances, [removed: ADM may be unable to perform fully on its contractual obligations,] [added: trade policies and the Company’s] critical global supply chain and logistical networks [removed: may] [added: could] be affected, [removed: and costs] [added: impairing the Company’s ability to satisfy contractual obligations] and [added: impacting] working capital [removed: needs may increase.][added: requirements.]
[removed: The] [added: ADM’s] assets and operations [removed: of the Company] could be subject to extensive property damage and business disruption from [removed: various events which include, but are not limited to,] [added: geopolitical conflicts,] acts of terrorism [removed: (for example,] [added: (e.g.] purposeful adulteration of the Company’s products), [removed: war, natural disasters, pandemics, severe weather conditions, accidents, explosions, fires, or other outages.][added: and war.]
The Company is continuing to [removed: enhance] [added: further diversity throughout the organization] and deploy additional food safety and security procedures and controls to appropriately mitigate the risks of any adulteration of the Company’s products in the supply chain and finished products in production and distribution networks.
In addition, the Company conforms to management systems, such as [added: the] International Organization for Standardization [removed: (ISO)] or other recognized global standards.
The Company does business globally, connecting crops and markets in 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, [added: privacy and security,] environmental, product safety, and handling and production of regulated substances.
Failure to comply with [removed: the] laws and regulations can have serious consequences, including civil, administrative, and criminal penalties as well as a negative impact on the Company’s reputation, business, cash flows, and results of operations.
[removed: Government policies, mandates, and regulations] [added: Regulations] specifically affecting the agricultural sector and related industries; regulatory policies or matters that affect a variety of businesses; [removed: taxation polices;] and [removed: political instability] [added: taxation polices] could adversely affect the Company’s operating results.
[removed: Limitations] [added: Limitations] on access to external financing could adversely affect the Company’s operating [removed: results.][added: results due to its capital-intensive nature.]
[removed: Sufficient] [added: Strong] credit ratings allow the Company to access cost competitive tier one commercial paper markets.
The Company manages this risk with constant monitoring of credit/liquidity metrics, cash forecasting, and routine communications with credit rating agencies regarding risk management [removed: practices.][added: practices and diversifying sources of liquidity.]
While [removed: 62] [added: 64] percent of the Company’s 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.
The Company [added: has significant competition in the markets in which it operates and] is subject to industry-specific risks which could adversely affect the Company’s operating results.
The Company is subject to industry-specific risks which include, but are not limited [removed: to, product safety and quality;] [added: to:] launch of new products by other industries that can replace the functionalities of the Company’s production; shifting consumer preferences; [removed: federal, state,] and [removed: local regulations on manufacturing or labeling; socially acceptable and sustainable farming practices; environmental, health, and] [added: product] safety [removed: regulations;] and [removed: customer product liability claims.][added: quality.]
In addition, [removed: as the Company increases its] [added: ADM’s increased] investment in [added: the] flavors and ingredients [removed: businesses, it is exposed] [added: businesses exposes the Company] to increased risks related to rapidly changing consumer preferences and the impacts these changes could have on the success of certain of the [removed: Company's] [added: Company’s] customers.
The Company continually assesses opportunities and demand in various regions.
Environmental, Social, and Governance Risks
Such regulated emissions also include indirect emissions that occur in the value chain as the result of activities from assets now owned or controlled by the Company.
The Company has policies in place and has integrated climate specific risk into the enterprise programs and is identifying opportunities through mitigation efforts to expand responsible practices towards reducing its environmental footprint in a sustainable manner while ensuring compliance with laws and regulations.
Food or feed risks derived from quality issues or off label product usage, occupational health and safety issues, and ineffective diversification programs may expose the Company to certain regulatory or reputational risks.
The Company is subject to federal, state, and local regulations on manufacturing or labeling; socially acceptable and sustainable farming practices; environmental, health, and safety regulations; and customer product liability claims.
The Company’s sustainable practices require oversight and robust monitoring requirements.
Financial Risks
Geopolitical Risks
The Company faces risks related to international conflicts, acts of terrorism or war, or other geopolitical events, such as the conflict in Ukraine, and related sanctions and other economic disruptions.
The assets and operations located in the region affected by the conflict in Ukraine are at an increased risk to property damage, inventory loss, business disruption, and expropriation.
The conflict could continue to impact global margins due to increased commodity, energy, and input costs.
The Black Sea region is a major exporter of wheat and corn to the world, and the disruption of supply could cause volatility in prices and margins of these commodities and related products.
In addition to ADM’s operations, one of the Company’s joint ventures is also exposed to the same risks.
While the Company has a robust trade sanctions compliance program, there is a risk that ADM and its related parties could trade with a sanctioned partner due to the number of sanctions taken against Russia.
The Company may also face increased cyber risk given that Russia is known to have extensive capabilities to engage in cyber attacks.
Trade receivables may be at risk of higher defaults, and other third-party risks could affect ADM’s ability to obtain inputs if suppliers are unable to perform or face insolvency, as certain supplies may not be attainable due to sanctions and/or restrictions on cross-border payment transactions.
The Company could be materially impacted if, in the worst-case scenario, the conflict advances to other countries.
Insurance may not adequately cover these risks.
In addition, provisions for certain products that ADM produces, particularly those that support the food services channels, could be materially impacted.
The Company continues to monitor the conflict in Ukraine along with other political tensions and evaluate alternatives to mitigate the impacts of these risks.
Political instability and changes in trade policies could negatively impact the Company’s financial results.
Technological Risks
The Company’s IT systems, processes, and sites may suffer cyber security breaches, which could expose the Company to operational and various regulatory risks.
Regulatory Risks
Global Operations Risks
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.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
Item 1A.
RISK FACTORS (Continued)
The Company faces risks related to health epidemics, pandemics, and similar outbreaks.
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.
These cost increases may not be fully recoverable or adequately covered by insurance.
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, could be materially impacted from a prolonged COVID-19 variant outbreak or significant local resurgences of the virus, leading to additional government-imposed lockdowns, quarantines, or other restrictions.
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, accidents, or other planned disruptions, which could adversely affect the Company’s operating results.
The Company’s operations rely on dependable and efficient transportation services the disruption of which could result in difficulties supplying materials to the Company’s facilities and impair the Company’s ability to deliver products to its customers in a timely manner.
The Company relies on access to navigable rivers and waterways in order to fulfill its transportation obligations more effectively.
In addition, if certain non-agricultural commodity raw materials, such as water or certain chemicals used in the Company’s processing operations, are not available, the Company’s business could be disrupted.
Any major lack of available water for use in certain of the Company’s processing operations could have a material adverse impact on 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 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.
Legal Regulations and Compliance Risks
The Company has programs and policies in place (e.g., Corporate Sustainability Program, 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.
In addition, changes to regulations or implementation of additional regulations - for example, the imposition of regulatory restrictions on greenhouse gases or regulatory modernization of food safety laws - may require the Company to modify existing processing facilities and/or processes which could significantly increase operating costs and adversely affect operating results.
Credit and Liquidity Risk - The Company’s business is capital-intensive in nature and the Company relies on cash generated from its operations and external financing to fund its growth and ongoing capital needs.
LIBOR (London Interbank Offered rate) has been the subject of recent proposals for international reform and it is anticipated LIBOR will be discontinued or modified by June 2023.
The Company’s variable rate debt, credit facilities, certain derivative agreements, and commercial agreements may use LIBOR as a benchmark for establishing interest rates.
Although the Company does not expect that a transition from LIBOR will have a material adverse impact on its financing costs, the Company continues to monitor developments.
Business Environment and Competition Risks
The availability and prices of the agricultural commodities and agricultural commodity products the Company procures, transports, stores, processes, and merchandises can be affected by climate change, weather conditions, disease, government programs, competition, and various other factors beyond the Company’s control and could adversely affect the Company’s operating results.
The availability and prices of agricultural commodities are subject to wide fluctuations, including impacts from factors outside the Company’s control such as changes in weather conditions, climate change, rising sea levels, crop disease, plantings, government programs and policies, competition, and changes in global demand, which could adversely affect the Company’s operating results.
The Company uses a global network of procurement, processing, and transportation assets, as well as robust communications between global commodity merchandiser teams, to continually assess price and basis opportunities.
Management-established limits (including a corporate wide value-at-risk metric), with robust internal reporting, help to manage risks in pursuit of driving performance.
Additionally, the Company depends globally on agricultural producers to ensure an adequate supply of the agricultural commodities.
Reduced supply of agricultural commodities could adversely affect the Company’s profitability by increasing the cost of raw materials and/or limiting the Company’s ability to procure, transport, store, process, and merchandise agricultural commodities in an efficient manner.
High and volatile commodity prices can place more pressures on short-term working capital funding.
Conversely, if supplies are abundant and crop production globally outpaces demand for more than one or two crop cycles, price volatility is somewhat diminished.
This could result in reduced operating results due to the lack of supply chain dislocations and reduced market spread and basis opportunities.
The Company has certain finished products, such as ethanol and biodiesel, which are closely related to, or may be substituted for, petroleum products, or in the case of ethanol, blended into gasoline to increase octane content.
Therefore, the selling prices of ethanol and biodiesel can be impacted by the selling prices of gasoline, diesel fuel, and other octane enhancers.
An excerpt. Shown here: all 19 rewritten, all 25 added and 40 of 63 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS (Continued) in the FY2022 filing and the FY2021 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
45 rewritten, 37 added, 71 removed, 43 unchanged
At December 31, [removed: 2021,] [added: 2022,] ADM had [removed: $0.9] [added: $1.0] billion of [removed: cash,] cash [removed: equivalents,] and [removed: short-term marketable securities] [added: cash equivalents] and a current ratio, defined as current assets divided by current liabilities, of 1.5 to 1.
Included in working capital is [removed: $9.8] [added: $9.0] billion of readily marketable commodity inventories.
At December 31, [removed: 2021,] [added: 2022,] the Company’s capital resources included shareholders’ equity of [removed: $22.5] [added: $24.3] billion and lines of credit, including the accounts receivable securitization programs described below, totaling [removed: $11.2] [added: $12.4] billion, of which [removed: $8.1] [added: $9.3] billion was unused.
ADM’s ratio of long-term debt to total capital (the sum of long-term debt and shareholders’ equity) was [removed: 26%] [added: 24%] and [removed: 28%] [added: 26%] at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 28%] [added: 25%] and [removed: 32%] [added: 28%] at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.
Of the Company’s total lines of credit, $5.0 billion supported the commercial paper borrowing programs, against which there was [removed: $0.8] [added: $0.3] billion of commercial paper outstanding at December 31, [removed: 2021.][added: 2022.]
As of December 31, [removed: 2021,] [added: 2022,] the Company had [removed: $0.9] [added: $1.0] billion of cash and cash equivalents, $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: $5.2] [added: $5.7] billion, the Company has asserted that these funds are indefinitely reinvested outside the U.S.
The Programs provide the Company with up to [removed: $2.3] [added: $2.6] 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: 2021,] [added: 2022,] the Company utilized [removed: $2.2] [added: $2.6] billion of its facility under the Programs.
The Company has acquired approximately [removed: 95.5] [added: 112.2] million shares under this program [added: and its extension] as of December 31, [removed: 2021.][added: 2022.]
In [removed: 2022,] [added: 2023,] the Company expects capital expenditures of $1.3 billion and additional cash outlays of approximately [removed: $0.9] [added: $1.0] billion in dividends and up to [removed: $150 million] [added: $1.0 billion] in [added: opportunistic] share repurchases, subject to other strategic uses of capital and the evolution of operating cash flows and the working capital position throughout the year.
The Company’s purchase obligations as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] were [removed: $18.6] [added: $15.8] billion and [removed: $19.7] [added: $18.6] billion, respectively.
The [removed: decrease] [added: change] is primarily related to [added: a decrease in] obligations to purchase [removed: lower quantities of] agricultural commodity [removed: inventories.][added: inventories and other commitments.]
As of December 31, [removed: 2021,] [added: 2022,] the Company expects to make payments related to purchase obligations of [removed: $15.8] [added: $14.8] billion within the next twelve months.
The [removed: Company's] [added: Company’s] other material cash requirements within the next 12 months include commercial paper outstanding of [removed: $0.8] [added: $0.3] billion, current maturities of long-term debt of [removed: $570 million,] [added: $0.9 billion,] interest payments of [removed: $305 million,] [added: $0.3 billion,] operating lease payments of [removed: $310 million,] [added: $0.3 billion,] transition tax liability of [removed: $20] [added: $37] million, and pension and other postretirement plan contributions of [removed: $100] [added: $107] million.
The Company expects to make payments related to purchase obligations and other material cash requirements beyond the next twelve months of [removed: $18.2] [added: $16.8] billion.
The Company was in compliance with these covenants as of December 31, [removed: 2021.][added: 2022.]
Critical Accounting [removed: Policies][added: Policies and Estimates]
Certain of the Company’s accounting policies [added: and estimates] are considered critical, as these policies [added: and estimates] are important to the depiction of the Company’s financial statements and require significant or complex judgment by management.
Management has discussed with the Company’s Audit Committee the development, selection, disclosure, and application of these critical accounting [removed: policies.][added: policies and estimates.]
Following are the accounting policies [added: and estimates] management considers critical to the Company’s financial statements.
[added: Description:] Certain of the Company’s [removed: inventory] [added: inventory, inventory-related payables,] and commodity derivative assets and liabilities as of December 31, [removed: 2021] [added: 2022] are valued at estimated fair values, including [removed: $9.8] [added: $9.0] billion of merchandisable agricultural commodity inventories, [removed: $1.4] [added: $1.3] billion of commodity derivative assets, [removed: $1.8] [added: $1.3] billion of commodity derivative liabilities, and [removed: $1.0] [added: $1.3] billion of inventory-related payables.
[added: Judgments and Uncertainties:] Management estimates fair value for its commodity-related assets and liabilities based on exchange-quoted prices, adjusted for differences in local markets.
The Company’s [removed: inventory] [added: inventory, inventory-related payables,] and [removed: derivative] commodity [added: derivative] fair value measurements are mainly based on observable market quotations without significant adjustments and are therefore reported as Level 2 within the fair value hierarchy.
Level 3 fair value measurements of approximately [removed: $3.5] [added: $3.3] billion of assets and [removed: $0.9] [added: $0.7] billion of liabilities represent fair value estimates where unobservable price components represent 10% or more of the total fair value price.
[added: Sensitivity of Estimate to Change:] Changes in the market values of these inventories and commodity contracts are recognized in the statement of earnings as a component of cost of products sold.
If management used different methods or factors to estimate market value, amounts reported [removed: as inventories and cost of products sold] could differ materially.
Additionally, if market conditions change subsequent to year-end, amounts reported in future periods [removed: as inventories and cost of products sold] could differ materially.
[added: Description:] The Company, from time to time, uses derivative contracts designated as cash flow hedges to hedge the purchase or sales price of anticipated volumes of commodities to be purchased and processed in a future month.
[added: Judgments and Uncertainties:] Assuming normal market conditions, the change in the market value of such derivative contracts has historically been, and is expected to continue to be, highly effective at offsetting changes in price movements of the hedged item.
[added: Sensitivity of Estimate to Change:] Gains and losses arising from open and closed hedging transactions are deferred in accumulated other comprehensive income, net of applicable income taxes, and recognized as a component of cost of products sold and revenues in the statement of earnings when the hedged item is recognized in earnings.
If it is determined that the derivative instruments used are no longer effective at offsetting changes in the price of the hedged item, then the changes in the market value of these exchange-traded futures and exchange-traded and over-the-counter [added: (OTC)] option contracts would be recorded immediately in the statement of earnings as a component of revenues and/or cost of products sold.
[added: Description:] The Company accounts for income taxes in accordance with the applicable accounting standards.
The Company recognizes [added: a tax position] in its consolidated financial statements [removed: tax positions] [added: when it is] determined [added: to be] more likely than not to be sustained upon examination, based on [removed: the] [added: its] technical [removed: merits of the position.][added: merits.]
[removed: The] [added: Sensitivity of Estimate to Change: While ADM considers all of its tax positions fully supportable, the] Company faces challenges from U.S. and foreign tax authorities regarding the amount of taxes due.
The Company evaluated its tax positions for these matters and concluded, based in part upon advice from legal counsel, that it was appropriate to recognize the tax benefits of these positions [added: that are more likely than not to be sustained upon examination, based on their technical merits] (see Note 13 in Item 8 for additional information).
The [removed: Company’s acquisitions are accounted for in accordance with Accounting Standards Codification (ASC) Topic 805, *Business Combinations,* as amended*.* The] consideration transferred is allocated to various assets acquired and liabilities assumed at their estimated fair values as of the acquisition date with the residual allocated to goodwill.
[added: Judgments and Uncertainties:] Fair values allocated to assets acquired and liabilities assumed in business combinations require management to make significant judgments, estimates, and assumptions, especially with respect to intangible assets.
[added: Sensitivity of Estimate to Change:] During the measurement period, which may take up to one year from the acquisition date, adjustments due to changes in the estimated fair value of assets acquired and liabilities assumed may be recorded as adjustments to the consideration transferred and related allocations.
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 provided by operating activities was $3.5 billion in 2022 compared to $6.6 billion in 2021.
Working capital changes as described below decreased cash by $1.5 billion in the current year compared to an increase of $2.7 billion in the prior year.
Segregated investments increased approximately $1.5 billion due to increased trading activity in the Company’s futures commission and brokerage business.
Trade receivables increased $1.7 billion primarily due to higher revenues.
Inventories increased $0.3 billion due to higher inventory prices, partially offset by lower inventory volumes.
Trade payables increased $1.4 billion due to increased payables related to inventory purchases and higher costs and expenses from increased operating activity during the fourth quarter of the current year compared to the same period last year.
Payables to brokerage customers increased $0.9 billion due to increased customer trading activity in the Company’s futures commission and brokerage business.
Cash used in investing activities was $1.4 billion this year compared to $2.7 billion last year.
Capital expenditures in the current year were $1.3 billion compared to $1.2 billion in the prior year.
Net assets of businesses acquired in the prior year of $1.6 billion were related to the acquisitions of P4, Sojaprotein, and Deerland.
Proceeds from sales of assets and businesses of $0.1 billion in the current year related to the sale of certain assets compared to $0.2 billion in the prior year related to the sale of the ethanol production complex in Peoria, Illinois and certain other assets.
Cash used in financing activities was $2.5 billion this year compared to $1.1 billion last year.
Long-term debt borrowings in the current year of $0.8 billion consisted of the $750 million aggregate principal amount of 2.900% Notes due 2032.
Long-term debt borrowings in the prior year of $1.3 billion consisted of the $750 million aggregate principal amount of 2.700% Notes due 2051 issued on September 10, 2021 and the €0.5 billion aggregate principal amount of Fixed-to-Floating Rate Senior Notes due 2022 issued in a private placement on March 25, 2021.
The Company expects to apply an amount equal to the proceeds from the borrowings in the current year to finance or refinance eligible green projects and/or eligible social projects.
Proceeds from the borrowings in the prior year were used to redeem debt and for general corporate purposes.
Long-term debt payments in the current year of $0.5 billion consisted of the €0.5 billion aggregate principal amount of fixed-to-floating rate senior notes due 2022 issued in a private placement on March 25, 2021.
Long-term debt payments in the prior year of $0.5 billion consisted of the early redemption of the $500 million aggregate principal amount of 2.750% notes due 2025 in September 2021.
Net payments on short-term credit arrangements were $0.4 billion in the current year compared to $1.1 billion in the prior year.
Share repurchases in the current year were $1.5 billion compared to an insignificant amount in the prior year.
Dividends paid in the current year were $0.9 billion compared to $0.8 billion in the prior year.
As of December 31, 2022, the Company has total available liquidity of $10.3 billion comprised of cash and cash equivalents and unused lines of credit.
Critical accounting estimates are those estimates made in accordance with GAAP which involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on ADM’s financial condition and results of operations.
Deferred taxes are recognized for the estimated taxes ultimately payable or recoverable based on enacted tax law.
Changes in enacted tax rates are reflected in the tax provision as they occur.
Judgments and Uncertainties: ADM calculates its provision for income taxes based on the statutory tax rates and tax planning opportunities available to the Company in the various jurisdictions in which it operates.
The Company uses judgment in evaluating the Company’s tax positions and determining its annual tax provision.
The position is then measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.
Description: The Company’s acquisitions are accounted for in accordance with Accounting Standards Codification (ASC) Topic 805, Business Combinations, as amended.
*Goodwill*
Description: Goodwill is subject to annual impairment tests.
There was no goodwill impairment charge recorded for the year ended December 31, 2022.
During the second half of 2020, the global credit market stabilized with corporate credit spreads below pre-pandemic levels.
Continued actions by central banks provided additional support in both the short-term and long-term funding markets further stabilizing corporate credit markets.
Low benchmark yields and favorable credit spreads coupled with continued strong cash flow generation during the second half of 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 to capitalize on all-time low interest rates.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
*Investments in Affiliates*
The Company applies the equity method of accounting for investments over which the Company has the ability to exercise significant influence.
These investments are carried at cost plus equity in undistributed earnings and are adjusted, where appropriate, for amortizable basis differences between the investment balance and the underlying net assets of the investee.
Generally, the minimum ownership threshold for asserting significant influence is 20% ownership of the investee.
However, the Company considers all relevant factors in determining its ability to assert significant influence including, but not limited to, ownership percentage, board membership, customer and vendor relationships, and other arrangements.
These challenges include questions regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions.
In evaluating the exposure associated with various tax filing positions, the Company records reserves for estimates of potential additional tax owed by the Company.
Deferred tax assets represent items to be used as tax deductions or credits in future tax returns where the related tax benefit has already been recognized in the Company’s income statement.
The realization of the Company’s deferred tax assets is dependent upon future taxable income in specific tax jurisdictions, the timing and amount of which are uncertain.
The Company evaluates all available positive and negative evidence including estimated future reversals of existing temporary differences, projected future taxable income, tax planning strategies, and recent financial results.
Valuation allowances related to these deferred tax assets have been established to the extent the realization of the tax benefit is not likely.
During 2021, the Company decreased valuation allowances by $52 million primarily related to expired state attributes.
To the extent the Company were to favorably resolve matters for which valuation allowances have been established or is unable to 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 $12.7 billion at December 31, 2021, are considered to be indefinitely reinvested.
The Company has a responsibility to ensure that all ADM businesses within the Company follow responsible tax practices.
ADM manages its tax affairs based upon the following key principles:
–a commitment to paying tax in compliance with all applicable laws and regulations in the jurisdictions in which the Company operates;
–a commitment to the effective, sustainable, and active management of the Company's tax affairs; and
–developing and sustaining open and honest relationships with the governments and jurisdictions in which the Company operates regarding the formulation of tax laws.
*Property, Plant, and Equipment and Asset Abandonments and Write-Downs*
The Company is principally engaged in the business of procuring, transporting, storing, processing, and merchandising agricultural commodities and products.
This business is global in nature and is highly capital-intensive.
Both the availability of the Company’s raw materials and the demand for the Company’s finished products are driven by factors such as weather, plantings, government programs and policies, changes in global demand, changes in standards of living, and global production of similar and competitive crops.
These aforementioned factors may cause a shift in the supply/demand dynamics for the Company’s raw materials and finished products.
Any such shift will cause management to evaluate the efficiency and cash flows of the Company’s assets in terms of geographic location, size, and age of its facilities.
The Company, from time to time, will also invest in equipment, technology, and companies related to new, value-added products produced from agricultural commodities and products.
These new products are not always successful from either a commercial production or marketing perspective.
Management evaluates the Company’s property, plant, and equipment for impairment whenever indicators of impairment exist.
In addition, assets are written down to fair value after consideration of the ability to utilize the assets for their intended purpose or to employ the assets in alternative uses or sell the assets to recover the carrying value.
If management used different estimates and assumptions in its evaluation of these assets, then the Company could recognize different amounts of expense over future periods.
During the years ended December 31, 2021, 2020, and 2019, asset abandonment and impairment charges for property, plant, and equipment were $73 million, $28 million, and $131 million, respectively.
*Goodwill and Other Intangible Assets*
An excerpt. Shown here: 40 of 45 rewritten, all 37 added and 40 of 71 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 FY2022 filing and the FY2021 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
14 rewritten, 19 added, 1 removed, 24 unchanged
The highest, lowest, and average weekly position for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] together with the market risk from a hypothetical 10% adverse price change is as follows:
| | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | | | |
| Highest position | | | | | | $ | [removed: 1,426] [added: 986] | | | | | $ | [removed: 143] [added: 99] | | | | | $ | [removed: 966] [added: 1,426] | | | | | $ | [removed: 97] [added: 143] | |
| Lowest position | | | | | | [removed: (98)] [added: 44] | | | | | | [removed: (10)] [added: 4] | | | | | | [removed: (842)] [added: (98)] | | | | | | [removed: (84)] [added: (10)] | | |
| Average position | | | | | | [removed: 671] [added: 388] | | | | | | [removed: 67] [added: 39] | | | | | | [removed: 111] [added: 671] | | | | | | [removed: 11] [added: 67] | | |
The change in fair value of the average position was due to the [removed: increase] [added: decrease] in [removed: average quantities and] prices of [added: certain commodities and, to a lesser extent,] the [removed: underlying commodities.][added: overall decrease in average quantities.]
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: $10.6] [added: $13.0] billion and [removed: $10.5] [added: $10.6] billion [removed: ($12.7] [added: ($15.5] billion and [removed: $12.5] [added: $12.7] billion at historical rates) at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.
The increase is due to the increase in retained earnings of the foreign subsidiaries of [removed: $0.2] [added: $2.8] billion partially offset by the depreciation of foreign currencies versus the U.S. dollar of [removed: $0.1] [added: $0.4] 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 [added: $1.6 billion and] $1.3 billion for December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.
[removed: Such fair] [added: | Fair] value [removed: exceeded the] [added: of] long-term debt [removed: carrying value.][added: | | | $ | 7,502 | | | | | $ | 9,512 | |]
| | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2020] [added: 2021] | | |
| [removed: Excess of fair] [added: Fair] value [added: amount] over [added: (under)] carrying value | | | [removed: 1,500] [added: (232)] | | | | | | [removed: 1,602] [added: 1,500] | | |
| Market risk | | | [removed: 490] [added: 342] | | | | | | [removed: 441] [added: 490] | | |
The [removed: increase] [added: decrease] in the fair value of long-term debt at December 31, [removed: 2021] [added: 2022] is primarily due to [removed: increased borrowings.][added: higher interest rates.]
The market risk inherent in the Company’s market risk sensitive instruments and positions is the potential loss arising from adverse changes in: commodity market prices as they relate to the Company’s net commodity position, foreign currency exchange rates, and interest rates as described below.
*Commodities*
The availability and prices of agricultural commodities are subject to wide fluctuations due to factors such as changes in weather conditions, crop disease, plantings, government programs and policies, competition, changes in global demand, changes in customer preferences and standards of living, and global production of similar and competitive crops.
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.
Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued)
Effective April 1, 2022, the Company changed the functional currency of its Turkish entities to the U.S. dollar which did not have a material impact on the Company’s consolidated financial statements.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| Fair value of long-term debt | | | $ | 9,512 | | | | | $ | 9,487 | |
Item 1. BUSINESS (Continued)
20 rewritten, 67 added, 21 removed, 60 unchanged
| Executive Council | | | [removed: 72] [added: 71] | | % | | | | [removed: 28] [added: 29] | | % | | | | 100 | | % | | | | 72 | | % | | | | 28 | | % | | | | 100 | | % |
| Senior Leadership | | | [removed: 74] [added: 72] | | % | | | | [removed: 26] [added: 28] | | % | | | | 100 | | % | | | | [removed: 73] [added: 74] | | % | | | | [removed: 27] [added: 26] | | % | | | | 100 | | % |
| Salaried Colleagues | | | [removed: 63] [added: 62] | | % | | | | [removed: 37] [added: 38] | | % | | | | 100 | | % | | | | [removed: 64] [added: 63] | | % | | | | [removed: 36] [added: 37] | | % | | | | 100 | | % |
In order to ensure that the Company’s global DE&I strategy aligns with its business strategy, ADM [removed: reinstalled] [added: formed] a global DE&I council with strong presence in four regions of the world.
ADM [added: is a signatory to the CEO Action for Diversity, a coalition of CEO’s committing to specific actions towards diversity and] has made a commitment through Paradigm for 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 [removed: currently 26%.][added: 28%.]
This is a key cultural strategic priority that will continue to strengthen [removed: our] [added: the Company’s] ability to innovate and drive profitable growth.
As of December 31, [removed: 2021,] [added: 2022,] 58% of ADM’s [removed: twelve] [added: 12] 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 [removed: Summary–] [added: 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 [removed: April 30, 2022] [added: May 1, 2023] and is incorporated herein by reference.
The [removed: summit, which took place in March 2021, featured] [added: summit features] motivational speakers and roundtable discussions with members of ADM’s [removed: top] leadership, Executive Committee, [removed: and] members of the Board of Directors, [removed: as well as a representative from Paradigm for Parity®, a coalition of business leaders] [added: and external coaches and trainers] dedicated to addressing the leadership gender gap in corporate America.
ADM’s global bonus plan has clearly defined [added: enterprise] metrics and objectives which are the same for all eligible employees – creating a strong team spirit and fostering collaboration among colleagues.
ADM’s annual voluntary employee turnover rate [added: for full-time colleagues] in [removed: 2021] [added: 2022] of [removed: 11.3%] [added: 12.2%] was up from the turnover rate in [removed: 2020] [added: 2021] of [removed: 7.9%.][added: 11.3%.]
| | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2020] [added: 2021] | | |
| Average Years of Service | | | [removed: 8.4] [added: 8.3] | | | | | | 8.4 | | |
| Annual Voluntary Attrition | | | [removed: 11.3] [added: 12.2] | | % | | | | [removed: 7.9] [added: 11.3] | | % |
In [removed: 2021,] [added: 2022,] about [removed: 80%] [added: 76%] of ADM’s sites completed the year without recordable [removed: injuries,] [added: injuries] and about [removed: 90%] [added: 89%] without lost workday injuries.
The Company’s Total Recordable Incident Rate [removed: decreased from 0.77 in 2020 to] [added: of] 0.73 [removed: in 2021 while its] [added: and] Lost Workday Incident Rate [removed: increased from 0.17 in 2020 to] [added: of] 0.21 [added: were unchanged] in [removed: 2021.][added: 2022.]
Through continued application of these programs, ADM aims to achieve a [removed: 14%] [added: 18%] reduction in recordable injuries in [removed: 2022] [added: 2023] compared to [removed: 2021.][added: 2022.]
The risk [removed: factors] [added: pillars] that follow are the main risks that the ERM Program focuses on to protect and enhance shareholder value and promote socially responsible behaviors through intentional risk mitigation plans based on management-defined risk limits.
The areas of risk mitigation emphasis include operational efficiencies, [removed: cyber threat prevention, strategy,] [added: strategic and economic factors, geopolitical relationships,] environmental, social, and governance solutions, [removed: economic factors,] [added: technological advancement] and [removed: food safety.][added: threat prevention, and financial and regulatory risks.]
| | | | 2022 | | | | | | | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | |
Recognizing the broad spectrum of intersectionality, the Company expanded its ERGs in 2022 across its four regions (North America, APAC, EMEA, and LATAM) to include, depending on geographic relevance, Multicultural, Black Colleague League, and LGBTQIA+ affinity groups.
ADM holds an annual Women’s Leadership Summit – a two-day virtual event aimed at developing, inspiring, and empowering the Company’s female leaders in each of the Company’s four regions.
These events are designed to provide participants with tools to help navigate career development to advance more women into senior leadership roles.
ADM finished 2022 with two fatalities after a record 665 days with no fatalities.
In 2022, the Company had 12 serious injuries and is on track to reduce serious injuries by 50% in 2025 from a 2020 baseline.
Operational Risks
The Company is exposed to potential business disruption which could adversely affect the Company’s operating results.
The assets and operations of the Company could be subject to unplanned downtime or extensive property damage and business disruption from various events which include, but are not limited to, equipment failure, raw material shortages, natural disasters, severe weather conditions, accidents, explosions, fires, or other unexpected outages.
ADM is committed to resiliency but these efforts may not resolve emergencies timely or effectively, and the associated liability which could result from these risks may not always be covered by or could exceed liability insurance.
The Company’s operations rely on dependable and efficient transportation services, the disruption of which could result in difficulties supplying materials to the Company’s facilities and impair the Company’s ability to deliver products to its customers in a timely manner.
The Company relies on access to navigable rivers and waterways in order to fulfill its transportation obligations more effectively.
In addition, if certain non-agricultural commodity raw materials, such as water or certain chemicals used in the Company’s processing operations, are not available, the Company’s business could be disrupted.
Any major lack of available water for use in certain of the Company’s processing operations could have a material adverse impact on 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 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.
Item 1A.
RISK FACTORS (Continued)
Fluctuations in energy prices could affect the Company’s operating results.
The Company’s operating costs and the selling prices of certain finished products are sensitive to changes in energy prices.
The Company’s processing plants are powered principally by electricity, natural gas, and coal.
The Company’s transportation operations are dependent upon diesel fuel and other petroleum-based products.
Significant increases in the cost or access of these items, including any consequences of regulation or taxation of greenhouse gases, could adversely affect the Company’s production costs and operating results.
The Company continues to use internal and external resources to identify opportunities and take action to reduce its energy intensity globally to meet its demand while mitigating the effects of climate change.
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 fail to realize the benefits of or experience delays in the execution of its growth strategy.
As the Company executes its growth strategy, through both organic and inorganic growth, it may encounter risks which could result in increased costs, decreased revenues, and delayed synergies.
Growth in new geographies outside the U.S. can expose the Company to volatile economic, political, and regulatory risks that may negatively impact its operations and ability to achieve its growth strategy.
Expanding businesses where the Company has limited presence may expose the Company to risks related to the inability to identify an appropriate partner or target and favorable terms, inability to retain/hire strategic talent, or integration risks that may require significant management resources that would have otherwise been available for ongoing growth or operational initiatives.
Acquisitions may involve unanticipated delays, costs, and other problems.
Due diligence performed prior to an acquisition may not identify a material liability or issue that could impact the Company’s reputation or adversely affect results of operations resulting in a reduction of the anticipated acquisition benefits.
Additionally, acquisitions may involve integration risks such as: internal control effectiveness, system integration risks, the risk of impairment charges related to goodwill and other intangibles, ability to retain acquired employees, and other unanticipated risks.
The Company has limited control over and may not realize the expected benefits of its equity investments and joint 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 $5.5 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, 2022 were $7.8 billion.
Risks related to these investments may include: the financial strength of the investment partner; loss of revenues and cash flows to the investment partner and related gross profit; the inability to implement beneficial management strategies, including risk management and compliance monitoring, with respect to the investment’s activities; and the risk that the Company may not be able to resolve disputes with the partners.
The following tables set forth information about the Company’s employees as of December 31, 2021.
*Number of Employees by Contract and Region*
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Salaried | | | | | | Hourly | | | | | | Part-Time/ Seasonal | | | | | | Total | | |
| 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 | | |
*Number of Employees by Type and Gender*
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Male | | | % | | | | | | Female | | | % | | | | | | Total | | | % | | |
| 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 | | | | | | | | | | | | | | |
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.
ADM finished 2021 with no fatalities and a 50% reduction in serious injuries.
An excerpt. Shown here: all 20 rewritten, 40 of 67 added and all 21 removed. The counts are complete. For every sentence, read Item 1. BUSINESS (Continued) in the FY2022 filing and the FY2021 filing.
Cover and table of contents
80 rewritten, 76 added, 27 removed, 266 unchanged
For the fiscal year ended December 31, [removed: 2021][added: 2022]
[removed: ][added: ]
Common Stock, no par [removed: value—$33.7] [added: value—$43.2] billion
Common Stock, no par [removed: value—562,166,572] [added: value—548,008,680] shares
Portions of the Registrant’s definitive proxy statement relating to its [removed: 2022] [added: 2023] 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](#id9a67e7dd72d425880270482e0f1684c_16)] [added: Factors](#i728d69883e5a4db4acdfc99a5510325c_16)] | | | | | | [removed: [15](#id9a67e7dd72d425880270482e0f1684c_16)] [added: [16](#i728d69883e5a4db4acdfc99a5510325c_16)] | | |
| 1B. | | | [Unresolved Staff [removed: Comments](#id9a67e7dd72d425880270482e0f1684c_19)] [added: Comments](#i728d69883e5a4db4acdfc99a5510325c_19)] | | | | | | [removed: [22](#id9a67e7dd72d425880270482e0f1684c_19)] [added: [23](#i728d69883e5a4db4acdfc99a5510325c_19)] | | |
| 3. | | | [Legal [removed: Proceedings](#id9a67e7dd72d425880270482e0f1684c_25)] [added: Proceedings](#i728d69883e5a4db4acdfc99a5510325c_25)] | | | | | | [removed: [24](#id9a67e7dd72d425880270482e0f1684c_25)] [added: [25](#i728d69883e5a4db4acdfc99a5510325c_25)] | | |
| 4. | | | [Mine Safety [removed: Disclosures](#id9a67e7dd72d425880270482e0f1684c_28)] [added: Disclosures](#i728d69883e5a4db4acdfc99a5510325c_28)] | | | | | | [removed: [24](#id9a67e7dd72d425880270482e0f1684c_28)] [added: [25](#i728d69883e5a4db4acdfc99a5510325c_28)] | | |
| 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#id9a67e7dd72d425880270482e0f1684c_34)] [added: Securities](#i728d69883e5a4db4acdfc99a5510325c_34)] | | | | | | [removed: [25](#id9a67e7dd72d425880270482e0f1684c_34)] [added: [26](#i728d69883e5a4db4acdfc99a5510325c_34)] | | |
| 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id9a67e7dd72d425880270482e0f1684c_40)] [added: Operations](#i728d69883e5a4db4acdfc99a5510325c_40)] | | | | | | [removed: [27](#id9a67e7dd72d425880270482e0f1684c_40)] [added: [28](#i728d69883e5a4db4acdfc99a5510325c_40)] | | |
| 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#id9a67e7dd72d425880270482e0f1684c_82)] [added: Risk](#i728d69883e5a4db4acdfc99a5510325c_82)] | | | | | | [removed: [41](#id9a67e7dd72d425880270482e0f1684c_82)] [added: [42](#i728d69883e5a4db4acdfc99a5510325c_82)] | | |
| 8. | | | [Financial Statements and Supplementary [removed: Data](#id9a67e7dd72d425880270482e0f1684c_85)] [added: Data](#i728d69883e5a4db4acdfc99a5510325c_85)] | | | | | | [removed: [43](#id9a67e7dd72d425880270482e0f1684c_85)] [added: [44](#i728d69883e5a4db4acdfc99a5510325c_85)] | | |
| 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#id9a67e7dd72d425880270482e0f1684c_178)] [added: Disclosure](#i728d69883e5a4db4acdfc99a5510325c_178)] | | | | | | [removed: [106](#id9a67e7dd72d425880270482e0f1684c_178)] [added: [105](#i728d69883e5a4db4acdfc99a5510325c_178)] | | |
| 9A. | | | [Controls and [removed: Procedures](#id9a67e7dd72d425880270482e0f1684c_181)] [added: Procedures](#i728d69883e5a4db4acdfc99a5510325c_181)] | | | | | | [removed: [106](#id9a67e7dd72d425880270482e0f1684c_181)] [added: [105](#i728d69883e5a4db4acdfc99a5510325c_181)] | | |
| 9B. | | | [Other [removed: Information](#id9a67e7dd72d425880270482e0f1684c_184)] [added: Information](#i728d69883e5a4db4acdfc99a5510325c_184)] | | | | | | [removed: [107](#id9a67e7dd72d425880270482e0f1684c_184)] [added: [105](#i728d69883e5a4db4acdfc99a5510325c_184)] | | |
| 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#id9a67e7dd72d425880270482e0f1684c_190)] [added: Governance](#i728d69883e5a4db4acdfc99a5510325c_190)] | | | | | | [removed: [107](#id9a67e7dd72d425880270482e0f1684c_190)] [added: [106](#i728d69883e5a4db4acdfc99a5510325c_190)] | | |
| 11. | | | [Executive [removed: Compensation](#id9a67e7dd72d425880270482e0f1684c_193)] [added: Compensation](#i728d69883e5a4db4acdfc99a5510325c_193)] | | | | | | [removed: [109](#id9a67e7dd72d425880270482e0f1684c_193)] [added: [108](#i728d69883e5a4db4acdfc99a5510325c_193)] | | |
| 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#id9a67e7dd72d425880270482e0f1684c_196)] [added: Matters](#i728d69883e5a4db4acdfc99a5510325c_196)] | | | | | | [removed: [109](#id9a67e7dd72d425880270482e0f1684c_196)] [added: [108](#i728d69883e5a4db4acdfc99a5510325c_196)] | | |
| 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#id9a67e7dd72d425880270482e0f1684c_199)] [added: Independence](#i728d69883e5a4db4acdfc99a5510325c_199)] | | | | | | [removed: [109](#id9a67e7dd72d425880270482e0f1684c_199)] [added: [108](#i728d69883e5a4db4acdfc99a5510325c_199)] | | |
| 14. | | | [Principal Accounting Fees and [removed: Services](#id9a67e7dd72d425880270482e0f1684c_202)] [added: Services](#i728d69883e5a4db4acdfc99a5510325c_202)] | | | | | | [removed: [109](#id9a67e7dd72d425880270482e0f1684c_202)] [added: [108](#i728d69883e5a4db4acdfc99a5510325c_202)] | | |
| 15. | | | [Exhibits and Financial Statement [removed: Schedules](#id9a67e7dd72d425880270482e0f1684c_208)] [added: Schedules](#i728d69883e5a4db4acdfc99a5510325c_208)] | | | | | | [removed: [110](#id9a67e7dd72d425880270482e0f1684c_208)] [added: [109](#i728d69883e5a4db4acdfc99a5510325c_208)] | | |
| 16. | | | Form 10-K Summary | | | | | | [removed: [114](#id9a67e7dd72d425880270482e0f1684c_211)] [added: [113](#i728d69883e5a4db4acdfc99a5510325c_211)] | | |
Archer-Daniels-Midland Company (the Company or ADM) unlocks the power of nature to [removed: provide access to nutrition worldwide.][added: enrich the quality of life.]
ADM’s breadth, depth, insights, facilities and logistical expertise give the Company unparalleled capabilities to meet [removed: needs for food, beverages,] [added: demand driven by global trends related to food security,] health and [removed: wellness,] [added: well-being,] and [removed: more.][added: sustainability of the agriculture and food value chains.]
The Company is one of the world’s leading producers of ingredients for [removed: human and animal nutrition, and other products made from nature.][added: sustainable nutrition.]
At ADM, sustainable practices and a focus on environmental responsibility are [removed: not separate from its primary business: they are] [added: foundational to the Company’s purpose and culture, and] integral to the growth strategy of the Company and to the work the Company does every day to serve customers and create value for shareholders.
ADM’s [removed: board] [added: Board] of [removed: directors] [added: 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 [removed: who] [added: and] reports to the Chief Strategy Officer.
ADM works with [removed: growers,] [added: growers by] supporting them with personalized services and innovative [removed: technologies;] [added: technologies and] partnering with them to develop and enhance sustainable [removed: practices;] and [removed: transforming their bounty into products for consumers around the globe.][added: regenerative practices.]
Today, more [added: and more] people want to feed their pets [added: with] the same kind of clean, [added: simple, and] healthy products [added: that] they eat [removed: themselves] [added: themselves,] and consumers expect livestock and poultry to be fed and raised [removed: humanely] [added: naturally, humanely,] and sustainably.
The Company’s innovation and expertise are helping people live healthier [removed: lives.][added: lives and support a healthier planet.]
The Company’s [removed: global] [added: globally-integrated] footprint combines with local insights to give ADM [removed: the] capabilities few other companies have – ensuring that it [removed: gets the very best ingredients from around the globe to its customers, wherever they may be.][added: meets critical and global needs.]
The Company has a 32.2% [added: equity] interest in Pacificor.
The Company has a [removed: 22.3%] [added: 22.5%] equity interest in Wilmar International Limited (Wilmar), a Singapore publicly listed company.
The Company has a 50.0% [added: equity] interest in Stratas Foods LLC, a joint venture between ADM and ACH Jupiter, LLC, a subsidiary of Associated British Foods, that procures, packages, and sells edible oils in North America.
The Company has a 50.0% [added: equity] interest in Edible Oils Limited, a joint venture between ADM and Princes Limited to procure, package, and sell edible oils in the United Kingdom.
The Company has a 37.5% [added: equity] interest in Olenex Sarl (Olenex), a joint venture between ADM and Wilmar that produces and sells a comprehensive portfolio of edible oils and fats to customers around the globe.
The Company has a 50.0% [added: equity] interest in SoyVen, a joint venture between ADM and Cargill to provide soybean meal and oil for customers in Egypt.
Other Carbohydrate Solutions products include citric [removed: acids] [added: acids,] which are used in various food and industrial products.
The Company has a 50.0% [added: equity] interest in Hungrana Ltd. which operates a [removed: wet] corn [added: wet] milling plant in Hungary.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1 (b).
as of June 30, 2022)
(February 13, 2023)
| 1. | | | [Business](#i728d69883e5a4db4acdfc99a5510325c_13) | | | | | | [4](#i728d69883e5a4db4acdfc99a5510325c_13) | | |
| 2. | | | [Properties](#i728d69883e5a4db4acdfc99a5510325c_22) | | | | | | [23](#i728d69883e5a4db4acdfc99a5510325c_22) | | |
| 6. | | | \[Reserv[e](#i728d69883e5a4db4acdfc99a5510325c_37)[d](#i728d69883e5a4db4acdfc99a5510325c_37)\] | | | | | | [27](#i728d69883e5a4db4acdfc99a5510325c_37) | | |
| 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i728d69883e5a4db4acdfc99a5510325c_2117) | | | | | | [105](#i728d69883e5a4db4acdfc99a5510325c_2117) | | |
| | | | [Signatures](#i728d69883e5a4db4acdfc99a5510325c_214) | | | | | | [114](#i728d69883e5a4db4acdfc99a5510325c_214) | | |
The Company is an indispensable global agricultural supply chain manager and processor; a premier human and animal nutrition provider; a trailblazer in groundbreaking solutions to support healthier living; an industry-leading innovator in replacing petroleum-based products; and a leader in sustainability.
From the seed of the idea to the outcome of the solution, ADM gives customers an edge in solving the nutritional and sustainability challenges of today and tomorrow.
From staple foods, such as flour, oils, and sweeteners, to innovative alternatives like plant-based meat and dairy, ADM offers the industry’s broadest portfolio of food and beverage solutions.
The Company is also a leader in animal nutrition.
ADM offers a range of ingredients, flavors, and solutions from nature to meet every animal’s needs.
ADM is a global leader in health and well-being, with an industry-leading range of probiotics, enzymes, supplements, and more to meet the needs of consumers looking for new ways to live healthier lives.
The Company is also leading the way to a future of new plant-based consumer and industrial solutions to replace petroleum-based products.
Utilizing ADM’s unique position in the agricultural value chain, including relationships with 210,000 farmers and an unparalleled global origination, transportation, and processing network, the Company is enhancing sustainability across the multiple value chains in which it operates.
ADM’s broad array of products from nature are meeting needs for more sustainable solutions spanning food and beverage, fuels, and industrial and consumer products.
The Company is equally committed to diversity, equity, and inclusion.
ADM fundamentally values the differences between individuals and believes a variety of perspectives makes for a better company.
The Company engages in various structured trade finance activities to leverage its global trade flows.
The Company has a 45.3% equity interest in Vimison S.A. de C.V., a leader in the animal nutrition industry in Mexico.
In 2022, ADM launched its “re: generations” program to engage and encourage growers in its supply chain to implement regenerative agriculture practices.
In the first year of the program, the Company exceeded its goal to enroll one million acres.
The Company’s Nutrition business is a vertically integrated business that provides ingredients and solutions for human, animal, and pet in a highly competitive environment with a variety of companies offering the same products and services.
The industry includes ingredient suppliers, contract manufacturers, global fast moving consumer goods companies, and private label brands, as well as smaller companies that specialize in specific niche markets.
The Company focuses on staying ahead of the curve in terms of innovation and science-based solutions, building direct-to-consumer sales channels and focusing on consumer needs, expanding into new markets, building strategic partnerships, leveraging data and technology, and building a strong distribution network.
The Company also expanded laboratories in Decatur and Champaign, Illinois.
In March 2022, ADM opened a state-of-the-art Customer Creation & Innovation Center in Hortolandia, Brazil, that has technical capabilities that allow it to serve customers in Latin America and globally.
In April 2022, the Company announced a new protein innovation center to further expand ADM’s innovation complex in Decatur, Illinois and enhance the Company’s ability to work closely with customers to develop custom solutions to meet their needs.
The new innovation center, which is expected to be inaugurated by the second half of 2023, will bring together laboratories, test kitchens, and pilot-scale production capabilities to power new innovation.
In January 2022, the Company opened its aquaculture innovation laboratory in Decatur, Illinois.
This laboratory extends ADM’s international research and development capabilities to a new region, building on existing aquaculture research facilities located in Brazil, Mexico, and Vietnam.
For example, the Company is continuing to explore opportunities around precision fermentation in which microbes, rapidly grown in fermenters fed by dextrose, transform the sugars into a wide variety of products for food, feed, and fiber.
In August 2022, the Company launched two joint ventures with LG Chem for U.S. production of lactic acid and polylactic acid to meet growing demand for a wide variety of plant-based products, including bioplastics.
Pending final investment decisions, the joint ventures have chosen Decatur, Illinois as the location of their intended production facilities.
Also in August 2022, the Company and Nurasa inaugurated the ScaleUp Bio joint venture.
ScaleUp Bio entered into a multi-year partnership with the Agency for Science, Technology, and Research’s Singapore Institute of Food and Biotechnology Innovation to establish a joint laboratory focused on precision fermentation.
Scheduled to be operational in the first quarter of 2023, the joint laboratory will be situated within the Biopolis innovation center in Singapore.
In August 2022, the Company announced a long-term strategic partnership with Benson Hill, Inc., a food tech company unlocking the natural genetic diversity of plants, to scale innovative high protein soy ingredients that will help meet the rapidly growing demand for plant-based proteins.
as of June 30, 2021)
(February 16, 2022)
| 1. | | | [Business](#id9a67e7dd72d425880270482e0f1684c_13) | | | | | | [4](#id9a67e7dd72d425880270482e0f1684c_13) | | |
| 2. | | | [Properties](#id9a67e7dd72d425880270482e0f1684c_22) | | | | | | [22](#id9a67e7dd72d425880270482e0f1684c_22) | | |
| 6. | | | [Selected Financial Data](#id9a67e7dd72d425880270482e0f1684c_37) | | | | | | [27](#id9a67e7dd72d425880270482e0f1684c_37) | | |
| | | | [Signatures](#id9a67e7dd72d425880270482e0f1684c_214) | | | | | | [115](#id9a67e7dd72d425880270482e0f1684c_214) | | |
The Company is a global leader in sustainable human and animal nutrition, one of the world’s premier agricultural origination and processing companies, and an innovator in creating sustainable solutions in agriculture, energy, and bio-based alternatives to materials and fuels currently produced from petroleum products.
From the seed of the idea to the outcome of the solution, ADM enriches the quality of life the world over.
ADM transforms natural products into staple foods, sustainable and renewable industrial products, 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.
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.
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.
ADM does the same with animal nutrition products.
From plant-based proteins to probiotics, the Company is growing nutrition trends, working closely with customers to create custom, delicious solutions from nature to meet consumer preferences.
Around the world, ADM’s food scientists, flavorists, and chefs offer innovative solutions for consumers seeking foods, beverages and supplements to support health and wellness.
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 40.0% interest in Red Star Yeast Company, LLC, a joint venture between ADM and Lesaffre that produces and sells fresh and dry yeast in the United States and Canada.
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.
Prior to 2020, Corporate also included the Company’s share of the results of its 43.7% equity interest in Compagnie Industrielle et Financiere des Produits Amylaces SA (Luxembourg) and affiliates (CIP), a joint venture that targets investments in food, feed ingredients, and bioproducts businesses, which was sold in December 2019.
ADM has engaged over 13 million acres in sustainable agriculture practices globally.
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.
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 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 2021, ADM added 5-year interim targets to ensure the Company stays on track to meet its 2035 goals.
In 2021, $15 million was spent on projects in support of these goals.
An excerpt. Shown here: 40 of 80 rewritten, 40 of 76 added and all 27 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2022 filing and the FY2021 filing.
Item 1B. UNRESOLVED STAFF COMMENTS
1 rewritten, 0 added, 1 removed, 11 unchanged
The Company also owns approximately 160 warehouses and terminals primarily used as bulk storage facilities and has [removed: 59] [added: 64] innovation centers.
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, 11,300 rail cars, 310 trucks, 1,300 trailers, 120 boats, and 3 oceangoing vessels; and leases, under operating leases, approximately 780 barges, 17,500 rail cars, 290 trucks, 370 trailers, 30 boats, and 28 oceangoing vessels.
Item 2. PROPERTIES (Continued)
30 rewritten, 8 added, 5 removed, 30 unchanged
| | | | Ag Services and Oilseeds Processing Facilities (in [removed: 1,000's] [added: 1,000s] metric tons) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Owned | | | | | | | | | | | | | | | [removed: Leased] | | | [added: Leased] | | | | | | | | |
| | | | | | | | | | Refined | | | | | | | | | | | | | | | [removed: Refined] | | | | | |
| | | | Ag | | | | | | Products | | | | | | | | | [removed: Ag] | | | | | | [removed: Products] | | | | | |
| | | | Services | | | Crushing | | | and Other | | | Total | | | | | | [removed: Services] | | | Crushing | | | [removed: and Other] | | | [removed: Total] | | |
| North America | | | 2 | | | 60 | | | [removed: 21] [added: 18] | | | [removed: 83] [added: 80] | | | | | | [removed: —] | | | — | | | [removed: —] | | | [removed: —] | | |
| South America | | | — | | | [removed: 22] [added: 20] | | | 10 | | | [removed: 32] [added: 30] | | | | | | [removed: —] | | | 1 | | | [removed: —] | | | [removed: 1] | | |
| Europe | | | — | | | [removed: 36] [added: 34] | | | [removed: 14] [added: 15] | | | [removed: 50] [added: 49] | | | | | | [removed: —] | | | — | | | [removed: —] | | | [removed: —] | | |
| Asia | | | — | | | [removed: —] [added: 1] | | | — | | | [removed: —] [added: 1] | | | | | | [removed: —] | | | [removed: —] [added: 1] | | | [removed: 1] | | | [removed: 1] | | |
| Total daily capacity | | | [removed: 2] [added: 78] | | | [removed: 118] | | | [removed: 45] [added: 17] | | | [removed: 165] | | | | | | [removed: —] | | | [removed: 1] [added: 95] | | | [added: | | |] 1 | | | [removed: 2] | | |
| | | | Ag Services and Oilseeds Procurement Facilities (in [removed: 1,000's] [added: 1,000s] metric tons) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| South America | | | [removed: 2,391] [added: —] | | | [removed: 60] | | | [removed: —] [added: 3] | | | [removed: 2,451] | | | [added: 3] | | | [removed: 1,065] | | | [removed: —] [added: 2] | | | [added: | | |] — | | | [removed: 1,065] | | | [added: 2 | | |]
| | | | Carbohydrate Solutions Processing Plants (in [removed: 1,000's] [added: 1,000s] metric tons) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Owned | | | | | | | | | | | | [added: Leased] | | | | | | [removed: Leased] | | | | | | | | | | | |
| North America | | | [removed: 70] [added: 72] | | | | | | 17 | | | | | | | | | | | | [removed: 87] [added: 89] | | | | | | — | | | | | |
| Total daily capacity | | | [removed: 76] [added: 82] | | | | | | [removed: 17] [added: 19] | | | | | | [added: 101] | | | | | | [removed: 93] [added: 28] | | | | | | [removed: 1] [added: 60] | | | | | | [added: 88 | | |]
| | | | Carbohydrate Solutions Procurement Facilities (in [removed: 1,000's] [added: 1,000s] metric tons) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| North America | | | 588 | | | | | | [removed: —] | | | | | | | | | | | | [removed: 588] | | | | | | 86 | | | | | |
| Europe | | | — | | | | | | [removed: —] | | | | | | | | | | | | [removed: —] | | | | | | 18 | | | | | |
| Total storage capacity | | | 588 | | | | | | [removed: —] | | | | | | | | | | | | [removed: 588] | | | | | | 104 | | | | | |
| | | | Nutrition Processing Plants (in [removed: 1,000's] [added: 1,000s] metric tons) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Owned | | | | | | [removed: | | |] [added: Leased] | | | | | | | | | [removed: Leased] | | | | | | | | | | | | | | |
| | | | Human Nutrition | | | | | | Animal Nutrition | | | | | | Total | | | | | | Human Nutrition | | | | | | [removed: Animal Nutrition] | | | | | | [removed: Total] | | |
| North America | | | 80 | | | | | | [removed: 10] [added: 5] | | | | | | [removed: 90] [added: 85] | | | | | | 25 | | | | | | [removed: 49] [added: 50] | | | | | | [removed: 74] [added: 75] | | |
| South America | | | [removed: — | | | | | | 4] [added: 2,119] | | | [added: 60] | | | [removed: 4] [added: —] | | | [added: 2,179] | | | [removed: 2] | | | [added: 1,034] | | | — | | | [added: —] | | | [removed: 2] [added: 1,034] | | |
| Europe | | | [removed: 4] [added: 2] | | | | | | 8 | | | | | | [removed: 12] [added: 10] | | | | | | 1 | | | | | | — | | | | | | 1 | | |
| Total daily capacity | | | [removed: 84 | | | | | | 25] [added: 2] | | | [added: 115] | | | [removed: 109] [added: 43] | | | [added: 160] | | | [removed: 28] | | | | | | [removed: 59] [added: 2] | | | | | | [removed: 87] | | |
| | | | Nutrition Procurement Facilities (in [removed: 1,000's] [added: 1,000s] metric tons) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| North America | | | 316 | | | | | | 28 | | | | | | 344 | | | | | | 2 | | | | | | [removed: —] | | | | | | [removed: 2] | | |
| Total storage capacity | | | 316 | | | | | | 28 | | | | | | 344 | | | | | | 2 | | | | | | [removed: —] | | | | | | [removed: 2] | | |
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, 10,000 rail cars, 240 trucks, 1,200 trailers, 120 boats, and 3 oceangoing vessels; and leases, under operating leases, approximately 700 barges, 20,000 rail cars, 380 trucks, 500 trailers, 22 boats, and 24 oceangoing vessels.
| North America | | | 12,388 | | | 283 | | | 830 | | | 13,501 | | | | | | 813 | | | — | | | 181 | | | 994 | | |
| Europe | | | 1,385 | | | 287 | | | — | | | 1,672 | | | | | | — | | | — | | | — | | | — | | |
| Asia | | | — | | | — | | | — | | | — | | | | | | 130 | | | 81 | | | — | | | 211 | | |
| Total storage capacity | | | 15,892 | | | 630 | | | 830 | | | 17,352 | | | | | | 1,977 | | | 81 | | | 181 | | | 2,239 | | |
| | | | Starches & Sweeteners | | | | | | | | | | | | | | | | | | | | | | | | Starches & Sweeteners | | | | | |
| | | | Owned | | | | | | | | | | | | Leased | | | | | | | | | | | | | | | | | | | | |
| | | | Owned | | | | | | | | | | | | Leased | | | | | | | | | | | | | | | | | | | | |
| North America | | | 12,483 | | | 283 | | | 830 | | | 13,596 | | | | | | 813 | | | — | | | 182 | | | 995 | | |
| 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 | | |
| | | | Starches & Sweeteners | | | | | | Vantage Corn Processors | | | | | | | | | | | | Total | | | | | | Starches & Sweeteners | | | | | |
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
4 rewritten, 4 added, 4 removed, 21 unchanged
The number of registered stockholders of the Company’s common stock at December 31, [removed: 2021,] [added: 2022,] was [removed: 8,501.][added: 8,153.]
During the three-month period ended December 31, [removed: 2021,] [added: 2022,] there were [removed: no] [added: 2,502] shares 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: 2016] [added: 2017] and assumes all dividends have been reinvested through December 31, [removed: 2021.][added: 2022.]
[removed: ][added: ]
| October 1, 2022 to October 31, 2022 | | | | | | 115,433 | | | | | | $ | 94.162 | | | | | 115,433 | | | | | | 90,369,676 | | |
| November 1, 2022 to November 30, 2022 | | | | | | 837,596 | | | | | | 94.786 | | | | | | 835,430 | | | | | | 89,534,246 | | |
| December 1, 2022 to December 31, 2022 | | | | | | 1,722,577 | | | | | | 92.864 | | | | | | 1,722,241 | | | | | | 87,812,005 | | |
| Total | | | | | | 2,675,606 | | | | | | $ | 93.522 | | | | | 2,673,104 | | | | | | 87,812,005 | | |
| 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 | | |
Item 6. [RESERVED]
112 rewritten, 91 added, 113 removed, 131 unchanged
- the announcement in [removed: September 2021] [added: August 2022] of [removed: a memorandum] [added: the launch] of [removed: understanding] [added: two joint ventures, GreenWise Lactic and LG Chem Illinois Biochem,] with LG Chem, a leading global diversified chemical company, [removed: to explore US-based] [added: for the U.S.] production of lactic acid [added: and polylactic acid] to meet growing demand for a wide variety of plant-based products, including [removed: bioplastics, through the creation of two joint ventures;][added: bioplastics;]
- the acquisition in February 2022 of Comhan, a leading South African [removed: flavour distributor.][added: flavor distributor;]
The [removed: next phase of the] Company’s strategic transformation is focused on [removed: two] [added: three] strategic pillars: [removed: Productivity] [added: Productivity, Innovation,] and [removed: Innovation.][added: Culture.]
ADM will support [removed: both] [added: the three] pillars with investments in technology, which include expanding digital capabilities and investing further in product research and development.
The Company measures its performance using key financial metrics including net earnings, gross margins, [added: constant currency revenue and operating profit,] segment operating profit, [removed: return on invested capital,] [added: adjusted segment operating profit,] earnings before [removed: taxes,] interest, [removed: and depreciation] [added: taxes, depreciation,] and amortization (EBITDA), [removed: economic value added,] [added: adjusted EBITDA,] manufacturing expenses, [removed: and] selling, general, and administrative [removed: expenses.][added: expenses, return on invested capital, economic value added, and operating cash flows before working capital.]
This section of the Form 10-K generally discusses [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]
Discussions of [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] 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, [removed: 2020.][added: 2021.]
*Market Factors Influencing Operations or Results in the Twelve Months Ended December 31, [removed: 2021*][added: 2022*]
Crushing margins [removed: benefited] [added: continued to benefit] from strong [added: protein and renewable diesel] demand and tight [removed: soybean and canola/rapeseed] [added: oilseeds] stocks.
Nutrition benefited from overall strong demand in various [removed: product] [added: food, beverage, and dietary supplement] categories.
In Human Nutrition, demand for flavors, flavor systems, specialty proteins, bioactives, and fibers [removed: were strong.][added: was strong, but higher energy, transportation, and raw material costs, and a strong U.S. dollar adversely impacted results.]
*Year Ended December 31, [removed: 2021] [added: 2022] Compared to Year Ended December 31, [removed: 2020*][added: 2021*]
Net earnings attributable to controlling interests increased [removed: 53%] [added: 60%] or [removed: $0.9] [added: $1.6] billion, to [removed: $2.7] [added: $4.3] billion.
[removed: Segment] [added: Included in segment] operating profit [removed: increased 34% or $1.2 billion, to $4.6 billion, and included] [added: in the prior year was] a net charge of $136 million consisting of [removed: asset impairment, restructuring, and settlement] charges [removed: of] [added: totaling] $213 [removed: million,] [added: million related to the impairment of certain assets, restructuring, and settlement,] partially offset by gains on the sale of [added: ethanol and] certain [added: other] assets of $77 million.
Adjusted segment operating profit [added: (a non-GAAP measure)] increased [removed: $1.3] [added: $1.9] billion to [removed: $4.8] [added: $6.6] billion due primarily to higher results in most businesses except in [removed: Ag Services and Other Business.][added: Vantage Corn Processors.]
Corporate results in the [removed: current] [added: prior] year were a net charge of $1.3 billion and included a pension settlement charge of $83 million, loss on debt extinguishment of $36 million, a mark-to-market gain of $19 million on the conversion option of the exchangeable bonds issued in August 2020, acquisition-related expenses of $7 million, and a restructuring charge of $4 million.
Income taxes of [removed: $578] [added: $868] million increased [removed: $477] [added: $290] million.
The Company’s effective tax rate for [removed: 2021] [added: 2022] was [removed: 17.4%] [added: 16.6%] compared to [removed: 5.4%] [added: 17.4%] for [removed: 2020.][added: 2021.]
The [removed: increase] [added: change] in [added: the] rate [removed: for 2021] was due primarily to changes in the geographic mix of [added: pretax] earnings and [removed: current year] [added: the impact of] discrete tax [removed: items, including valuation allowance and return to provision adjustments.][added: items.]
Processed volumes by product for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] are as follows (in metric tons):
| (In thousands) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Change | | |
Revenues by segment for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] are as follows:
| (In millions) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Change | | |
| Refined Products and Other | | | [removed: 10,662] [added: 13,243] | | | | | | [removed: 7,397] [added: 10,662] | | | | | | [removed: 3,265] [added: 2,581] | | |
| Total Ag Services and Oilseeds | | | [removed: 67,047] [added: 79,563] | | | | | | [removed: 49,716] [added: 67,047] | | | | | | [removed: 17,331] [added: 12,516] | | |
| Starches and Sweeteners | | | [removed: 7,611] [added: 10,251] | | | | | | [removed: 6,387] [added: 7,611] | | | | | | [removed: 1,224] [added: 2,640] | | |
| Vantage Corn Processors | | | [removed: 3,499] [added: 3,710] | | | | | | [removed: 2,085] [added: 3,499] | | | | | | [removed: 1,414] [added: 211] | | |
| Total Carbohydrate Solutions | | | [removed: 11,110] [added: 13,961] | | | | | | [removed: 8,472] [added: 11,110] | | | | | | [removed: 2,638] [added: 2,851] | | |
| Human Nutrition | | | [removed: 3,189] [added: 3,769] | | | | | | [removed: 2,812] [added: 3,189] | | | | | | [removed: 377] [added: 580] | | |
| Animal Nutrition | | | [removed: 3,523] [added: 3,867] | | | | | | [removed: 2,988] [added: 3,523] | | | | | | [removed: 535] [added: 344] | | |
| Total Nutrition | | | [removed: 6,712] [added: 7,636] | | | | | | [removed: 5,800] [added: 6,712] | | | | | | [removed: 912] [added: 924] | | |
| Other Business | | | [removed: 380] [added: 396] | | | | | | [removed: 367] [added: 380] | | | | | | [removed: 13] [added: 16] | | |
| Total Other Business | | | [removed: 380] [added: 396] | | | | | | [removed: 367] [added: 380] | | | | | | [removed: 13] [added: 16] | | |
Revenues increased [removed: $20.9] [added: $16.3] billion to [removed: $85.2] [added: $101.6] billion due to higher sales prices [removed: ($21.0] [added: ($17.1] billion), partially offset by lower sales volumes [removed: ($0.1] [added: ($0.8] billion).
Higher sales prices of [removed: oils, soybeans,] corn, [removed: meal, animal feed, alcohol, biodiesel,] wheat, [added: oil, soybean,] and [removed: flavors] [added: meal,] and higher sales volumes of [removed: wheat] [added: rice, flavors, biodiesel,] and [removed: processed cotton,] [added: corn,] were partially offset by lower sales [added: prices of rice and flavors, and lower sales] volumes of [removed: soybeans] [added: wheat] and [removed: oils.][added: oil.]
Ag Services and Oilseeds revenues increased [removed: 35%] [added: 19%] to [removed: $67.0] [added: $79.6] billion due to higher sales prices [removed: ($17.3] [added: ($14.3 billion), partially offset by lower sales volumes ($1.8] billion).
Nutrition revenues increased [removed: 16%] [added: 14%] to [removed: $6.7] [added: $7.6] billion due to higher sales prices [removed: ($1.0 billion), partially offset by lower] [added: ($0.2 billion) and higher] sales volumes [removed: of ($0.1] [added: ($0.7] billion).
Cost of products sold increased [removed: $19.4] [added: $14.7] billion to [removed: $79.3] [added: $94.0] billion due principally to higher average commodity [removed: costs.][added: costs and higher manufacturing expenses.]
Manufacturing expenses increased [removed: $0.5] [added: $0.9] billion to [removed: $6.1] [added: $7.0] billion due principally to higher [removed: maintenance and] energy [removed: costs] [added: costs, higher maintenance expenses, increased operating supplies,] and [added: higher] salaries and [removed: benefits, partially offset by lower railroad maintenance expenses.][added: benefit costs.]
Foreign currency translation impacts [removed: increased] [added: decreased] revenues by [removed: $0.9] [added: $2.6] billion and cost of products sold by [removed: $0.8] [added: $2.4] billion.
The consolidated financial statements presented in Item 8 herein reflect immaterial revisions to certain line items in the consolidated statements of earnings and statements of cash flows presented in the Company’s press release filed on January 26, 2023 announcing fourth quarter and annual results for the quarter and year ended December 31, 2022.
The revisions to the consolidated statements of earnings did not impact gross profit and earnings before income taxes, and the revisions to the consolidated statements of cash flows did not impact net cash provided by operating activities.
Further, these revisions did not affect the consolidated statements of comprehensive income (loss), balance sheets, and statements of shareholders’ equity.
- the announcement in April 2022 of a growth investment in the Company’s oilseed facility in Mainz, Germany, which is expected to be completed in the third quarter of 2023;
- the announcement in April 2022 of a $300 million investment in Decatur, Illinois to expand alternative protein production and the opening of a new, state-of-the-art protein innovation center, which is expected to be completed in the first quarter of 2025;
- the announcement in April 2022 of a commitment to achieve 100% deforestation-free supply chains by 2025, five years earlier than previously targeted;
- the announcement in May 2022 to significantly expand starch production at the Company’s Marshall, Minnesota facility, which is expected to be completed in the second half of 2023;
- the announcement in May 2022 of five projects funded with support from ADM, in partnership with the U.S. Department of Agriculture’s Natural Resources Conservation Service, to provide farmers with technical and financial resources to help plant cover crop on half a million acres;
- the announcement in June 2022 of the signing of a memorandum of understanding with Bayer, a global enterprise with core competencies in the life science fields of healthcare and agriculture, to build and implement a sustainable crop protection model to soybean farmers in India;
- the announcement in July 2022 of the signing of an agreement with Farmers Business Network (FBN) to expand availability of FBN’s leading-edge digital farm business management platform, Gradable, to ADM’s network of farmers across North America, offering 55,000 growers a comprehensive digital solution to manage their businesses and measure sustainable production data;
- the announcement in August 2022 of the official inauguration of ScaleUp Bio, a joint venture with Nurasa (formerly Asia Sustainable Foods Platform), a company focused on accelerating the commercialization of sustainable foods in Asia.
ScaleUp Bio is the first company in Singapore to provide contract development and manufacturing organization services for precision fermentation for food applications;
- the announcement in August 2022 of a long-term strategic partnership with Benson Hill, Inc., a food tech company unlocking the natural genetic diversity of plants, to scale innovative high-protein soy ingredients that will help meet the rapidly growing demand for plant-based proteins;
- the announcement in August 2022 of a strategic partnership with New Culture, a pioneering animal-free dairy company, to accelerate the development and commercialization of alternative dairy products;
- the opening in September 2022 of the Company’s first Science and Technology Center in China that will leverage its unparalleled research and development, technology, and product innovation capabilities to spur high-quality development in the nutrition and health industry and meet growing and evolving needs in China and Asia Pacific;
- the announcement in September 2022 of a seven-and-a-half-year strategic commercial agreement with PepsiCo to collaborate closely on projects that aim to significantly expand regenerative agriculture across their shared North American supply chains;
- the opening in September 2022 of a new extrusion facility in Serbia that will further expand ADM’s footprint in Europe, extending its production of non-GMO textured soy to include vital origination and extrusion capabilities;
- the opening in November 2022 of a new North America Microbiology Laboratory at the ADM Specialty Manufacturing Facility in Decatur, Illinois, which doubles ADM’s current microbiology laboratory footprint and reflects a significant expansion of its testing capabilities, as well as its footprint in the Decatur community; and
- the announcement in November 2022 of the signing of the Agri-Commodity Sector Roadmap, an agreement which aims to remove deforestation from supply chains by 2025 while protecting global food systems and producer livelihoods, an important step toward putting the global economy on a 1.5C trajectory through forest positive action
The Culture pillar focuses on enabling collaboration, teamwork, and agility from process standardization and digitalization and ADM’s DE&I work which brings new perspectives and expertise to the Company’s decision-making.
*Operations in Ukraine and Russia*
ADM employs approximately 640 people in Ukraine and operates an oilseeds crushing plant, a grain port terminal, inland and river silos, and a trading office.
Most of the facilities have been temporarily idled since February 24, 2022, some of which were brought back online during the quarter ended September 30, 2022, due in part to the opening of the Black Sea grain export corridor.
The Company’s footprint in Russia is limited to operations related to the production and transport of essential food commodities and ingredients.
On February 24, 2022, Russian troops invaded Ukraine.
While the Company’s Ukraine and Russian operations have historically represented less than 1.0% of consolidated revenues, the direct and indirect impacts of the ongoing military action could negatively affect ADM’s future operating results.
The conflict in Ukraine has created disruptions in global supply chains and has created dislocations of key agricultural commodities.
The indirect impact of these dislocations on the Company’s operating results will be a function of a number of variables including supply and demand responses from the rest of the world as well as the length of the conflict and the condition of the agricultural industry and export infrastructure after the conflict ends.
For more information, refer to Part I, Item 1A, “Risk Factors”.
As of December 31, 2022, ADM’s assets in Ukraine consisted primarily of current assets that were less than 1% of the Company’s total current assets and an immaterial amount of non-current assets.
Of the total current assets in Ukraine, majority related to inventories that represented less than 1% of ADM’s total inventories.
In Ag Services and Oilseeds, strong global demand continued due to a short crop in South America.
The conflict in Ukraine resulted in even tighter global stocks of commodities and created high volatility, which had a positive impact on North and South American origination prices.
Global Trade results were driven by market disconnects, tight supply, strong destination marketing margins, and firm ocean freight rates.
North American origination was negatively impacted by weather-related supply disruption and delayed planting and lower river levels.
In Refined Products and Other, margins were driven by strong oil demand and tight supply with volatile energy markets driving up biodiesel margins.
In Carbohydrate Solutions, demand for starches and sweeteners was solid with margins remaining steady despite higher input costs.
Ethanol demand for domestic gasoline was lower, in part due to high gas prices, while export demand remained strong, driven by favorable blending economics and government incentives.
Corn milling margins benefited from strong co-product results, as prices for oil and feed products rose in line with higher underlying corn prices.
Corn costs were volatile and higher, in part due to a relatively low projected corn stocks-to-use ratio and uncertainty caused by the conflict in Ukraine.
- 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 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
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.
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.
In Animal Nutrition, weak demand and higher input costs as a result of COVID-19 in South America and Asia were partially offset by the growing demand in complete food for petfood.
Amino acids pricing and margins improved due to a tighter global supply environment.
Included in segment operating profit 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.
Corporate results in the prior year were a net charge of $1.6 billion and included early debt retirement charges of $409 million, a mark-to-market loss of $17 million on the conversion option of the exchangeable bonds issued in August 2020, impairment and restructuring charges of $16 million, acquisition-related expenses of $4 million, gains on the sale of certain assets of $7 million, and a credit of $91 million from the elimination of the last-in, first-out (LIFO) reserve in connection with the accounting change effective January 1, 2020.
The 2020 tax rate also included the impact of U.S. tax credits signed into law in December 2019, including a $73 million discrete tax benefit related to 45G railroad tax credits recognized in the quarter ended March 31, 2020.
The 45G railroad tax credits had an offsetting impact in cost of products sold.
| Oilseeds | | | 35,125 | | | | | | 36,565 | | | | | | (1,440) | | |
| Corn | | | 19,126 | | | | | | 17,885 | | | | | | 1,241 | | |
| Total | | | 54,251 | | | | | | 54,450 | | | | | | (199) | | |
The overall decrease in oilseeds processed volumes was due to cold weather and natural gas curtailments in North America, delays in soybean harvest in South America, and some production challenges in certain North American oilseeds processing plants.
The overall increase in corn processed volumes was primarily related to the idling of two dry mill facilities in the second quarter of 2020.
The Company restarted these idled facilities in April 2021.
| Ag Services | | | $ | 45,017 | | | | | $ | 32,726 | | | | | $ | 12,291 | |
| Crushing | | | 11,368 | | | | | | 9,593 | | | | | | 1,775 | | |
An excerpt. Shown here: 40 of 112 rewritten, 40 of 91 added and 40 of 113 removed. The counts are complete. For every sentence, read Item 6. [RESERVED] in the FY2022 filing and the FY2021 filing.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
754 rewritten, 197 added, 176 removed, 1,374 unchanged
| Consolidated Statements of Earnings | | | | | | | | | | | | [removed: [44](#id9a67e7dd72d425880270482e0f1684c_88)] [added: [45](#i728d69883e5a4db4acdfc99a5510325c_88)] | | |
| Consolidated Statements of Comprehensive Income (Loss) | | | | | | | | | | | | [removed: [45](#id9a67e7dd72d425880270482e0f1684c_91)] [added: [46](#i728d69883e5a4db4acdfc99a5510325c_91)] | | |
| Consolidated Balance Sheets | | | | | | | | | | | | [removed: [46](#id9a67e7dd72d425880270482e0f1684c_94)] [added: [47](#i728d69883e5a4db4acdfc99a5510325c_94)] | | |
| Consolidated Statements of Cash Flows | | | | | | | | | | | | [removed: [47](#id9a67e7dd72d425880270482e0f1684c_97)] [added: [48](#i728d69883e5a4db4acdfc99a5510325c_97)] | | |
| Consolidated Statements of Shareholders’ Equity | | | | | | | | | | | | [removed: [48](#id9a67e7dd72d425880270482e0f1684c_100)] [added: [49](#i728d69883e5a4db4acdfc99a5510325c_100)] | | |
| Notes to Consolidated Financial Statements | | | | | | | | | | | | [removed: [49](#id9a67e7dd72d425880270482e0f1684c_106)] [added: [50](#i728d69883e5a4db4acdfc99a5510325c_106)] | | |
| Reports of Independent Registered Public Accounting Firm | | | PCAOB ID: | | | 42 | | | | | | [removed: [102](#id9a67e7dd72d425880270482e0f1684c_175)] [added: [102](#i728d69883e5a4db4acdfc99a5510325c_175)] | | |
| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Revenues | | | $ | [removed: 85,249] [added: 101,556] | | | | | $ | [removed: 64,355] [added: 85,249] | | | | | $ | [removed: 64,656] [added: 64,355] | |
| Cost of products sold | | | [removed: 79,262] [added: 93,986] | | | | | | [removed: 59,902] [added: 79,262] | | | | | | [removed: 60,509] [added: 59,902] | | |
| Gross Profit | | | [removed: 5,987] [added: 7,570] | | | | | | [removed: 4,453] [added: 5,987] | | | | | | [removed: 4,147] [added: 4,453] | | |
| Selling, general and administrative expenses | | | [removed: 2,994] [added: 3,358] | | | | | | [removed: 2,687] [added: 2,994] | | | | | | [removed: 2,493] [added: 2,687] | | |
| Asset impairment, exit, and restructuring costs | | | [removed: 164] [added: 66] | | | | | | [removed: 80] [added: 164] | | | | | | [removed: 303] [added: 80] | | |
| Interest expense | | | [removed: 265] [added: 396] | | | | | | [removed: 339] [added: 265] | | | | | | [removed: 402] [added: 339] | | |
| Equity in earnings of unconsolidated affiliates | | | [removed: (595)] [added: (832)] | | | | | | [removed: (579)] [added: (595)] | | | | | | [removed: (454)] [added: (579)] | | |
| Loss on debt extinguishment | | | [removed: 36] [added: —] | | | | | | [removed: 409] [added: 36] | | | | | | [removed: —] [added: 409] | | |
| [removed: Investment] [added: Interest and investment] income | | | [removed: (96)] [added: (293)] | | | | | | [removed: (111)] [added: (96)] | | | | | | [removed: (196)] [added: (111)] | | |
| Other (income) expense - net | | | [removed: (94)] [added: (358)] | | | | | | [removed: (255)] [added: (94)] | | | | | | [removed: 11] [added: (255)] | | |
| Earnings Before Income Taxes | | | [removed: 3,313] [added: 5,233] | | | | | | [removed: 1,883] [added: 3,313] | | | | | | [removed: 1,588] [added: 1,883] | | |
| Income tax expense | | | [removed: 578] [added: 868] | | | | | | [removed: 101] [added: 578] | | | | | | [removed: 209] [added: 101] | | |
| Net Earnings Including Noncontrolling Interests | | | [removed: 2,735] [added: 4,365] | | | | | | [removed: 1,782] [added: 2,735] | | | | | | [removed: 1,379] [added: 1,782] | | |
| Less: Net earnings (losses) attributable to noncontrolling interests | | | [removed: 26] [added: 25] | | | | | | [removed: 10] [added: 26] | | | | | | [removed: —] [added: 10] | | |
| Net Earnings Attributable to Controlling Interests | | | $ | [removed: 2,709] [added: 4,340] | | | | | $ | [removed: 1,772] [added: 2,709] | | | | | $ | [removed: 1,379] [added: 1,772] | |
| Average number of shares outstanding – basic | | | [removed: 564] [added: 562] | | | | | | [removed: 561] [added: 564] | | | | | | [removed: 563] [added: 561] | | |
| Average number of shares outstanding – diluted | | | [removed: 566] [added: 563] | | | | | | [removed: 565] [added: 566] | | | | | | 565 | | |
| Basic earnings per common share | | | $ | [removed: 4.80] [added: 7.72] | | | | | $ | [removed: 3.16] [added: 4.80] | | | | | $ | [removed: 2.45] [added: 3.16] | |
| Diluted earnings per common share | | | $ | [removed: 4.79] [added: 7.71] | | | | | $ | [removed: 3.15] [added: 4.79] | | | | | $ | [removed: 2.44] [added: 3.15] | |
| Net earnings including noncontrolling interests | | | $ | [removed: 2,735] [added: 4,365] | | | | | $ | [removed: 1,782] [added: 2,735] | | | | | $ | [removed: 1,379] [added: 1,782] | |
| Foreign currency translation adjustment | | | [removed: 279] [added: (301)] | | | | | | [removed: (362)] [added: 279] | | | | | | [removed: (176)] [added: (362)] | | |
| Tax effect | | | [removed: (103)] [added: (93)] | | | | | | [removed: 97] [added: (103)] | | | | | | [removed: (12)] [added: 97] | | |
| Net of tax amount | | | [removed: 176] [added: (394)] | | | | | | [removed: (265)] [added: 176] | | | | | | [removed: (188)] [added: (265)] | | |
| Pension and other postretirement benefit liabilities adjustment | | | [removed: 289] [added: 140] | | | | | | [removed: (113)] [added: 289] | | | | | | [removed: (98)] [added: (113)] | | |
| Tax effect | | | [removed: (71)] [added: (15)] | | | | | | [removed: 16] [added: (71)] | | | | | | [removed: 50] [added: 16] | | |
| Net of tax amount | | | [removed: 218] [added: 125] | | | | | | [removed: (97)] [added: 218] | | | | | | [removed: (48)] [added: (97)] | | |
| Deferred gain (loss) on hedging activities | | | [removed: 33] [added: (84)] | | | | | | [removed: 254] [added: 33] | | | | | | [removed: (91)] [added: 254] | | |
| Tax effect | | | 7 | | | | | | [removed: (57)] [added: 7] | | | | | | [removed: 18] [added: (57)] | | |
| Net of tax effect | | | [removed: 40] [added: (77)] | | | | | | [removed: 197] [added: 40] | | | | | | [removed: (73)] [added: 197] | | |
| Unrealized gain (loss) on investments | | | [removed: (2)] [added: (12)] | | | | | | [removed: (27)] [added: (2)] | | | | | | [removed: 13] [added: (27)] | | |
| Tax effect | | | [removed: —] [added: 1] | | | | | | — | | | | | | [removed: (1)] [added: —] | | |
| Net of tax effect | | | [removed: (2)] [added: (11)] | | | | | | [removed: (27)] [added: (2)] | | | | | | [removed: 12] [added: (27)] | | |
| | | | 26,775 | | | | | | 26,223 | | |
| Net earnings including noncontrolling interests | | | $ | 4,365 | | | | | $ | 2,735 | | | | | $ | 1,782 | |
| Loss on debt extinguishment | | | — | | | | | | 36 | | | | | | 409 | | |
| Cost method investments | | | (155) | | | | | | (69) | | | | | | (30) | | |
| Stock option exercises net of taxes | | | 1 | | | | | | 20 | | | | | | | | | | | | | | | | | | | | | | | | 20 | | |
| Stock option exercises net of taxes | | | 1 | | | | | | 4 | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| Net earnings | | | | | | | | | | | | | | | 4,340 | | | | | | | | | | | | 25 | | | | | | | | |
| Stock option exercises net of taxes | | | 1 | | | | | | 4 | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| Balance, December 31, 2022 | | | 547 | | | | | | $ | 3,147 | | | | | $ | 23,646 | | | | | $ | (2,509) | | | | | $ | 33 | | | | | $ | 24,317 | |
The Company is an indispensable global agricultural supply chain manager and processor; a premier human and animal nutrition provider; a trailblazer in groundbreaking solutions to support healthier living; an industry-leading innovator in replacing petroleum-based products; and a leader in sustainability.
From the seed of the idea to the outcome of the solution, ADM gives customers an edge in solving the nutritional and sustainability challenges of today and tomorrow.
From staple foods, such as flour, oils, and sweeteners, to innovative alternatives like plant-based meat and dairy, ADM offers the industry’s broadest portfolio of food and beverage solutions.
The Company is also a leader in animal nutrition.
Today, more and more people want to feed their pets with the same kind of clean, simple, and healthy products that they eat themselves, and consumers expect livestock and poultry to be fed and raised naturally, humanely, and sustainably.
ADM offers a range of ingredients, flavors, and solutions from nature to meet every animal’s needs.
Changes to the allowance for estimated uncollectible accounts are as follows:
| Beginning, January 1 | | | $ | 122 | | $ | 100 | |
| Current year provisions | | | 88 | | | 32 | | |
| Recoveries | | | 2 | | | 5 | | |
| Write-offs against allowance | | | (12) | | | (28) | | |
| Ending, December 31 | | | $ | 199 | | $ | 122 | |
| Raw materials and supplies | | | $ | 6,975 | | | | | $ | 7,331 | |
| Finished goods | | | 7,796 | | | | | | 7,150 | | |
Included in raw materials and supplies are work in process inventories which were not material as of December 31, 2022 and 2021.
As of December 31, 2022, the cumulative amount of upward adjustments is $113 million.
During 2022 and 2021, the Company temporarily idled certain assets which were not material.
*Redeemable Noncontrolling Interest*
*Operations in Ukraine and Russia*
ADM employs approximately 640 people in Ukraine and operates an oilseeds crushing plant, a grain port terminal, inland and river silos, and a trading office.
Most of the facilities have been temporarily idled since February 24, 2022, some of which were brought back online during the quarter ended September 30, 2022, due in part to the opening of the Black Sea grain export corridor.
The Company’s footprint in Russia is limited to operations related to the production and transport of essential food commodities and ingredients.
As a result of the ongoing conflict in Ukraine, the Company reviewed the valuation of its assets and recorded immaterial charges in the year ended December 31, 2022 related to receivables and inventories.
As of December 31, 2022, ADM concluded that 1) receivables, net of allowances, are deemed collectible; and 2) commodity inventories are valued appropriately.
The temporarily idled property, plant, and equipment, which is immaterial, are not considered impaired.
The Company also evaluated the impact of Russia’s recent announcement of its purported annexation of four Ukrainian regions on the valuation of ADM’s assets in those regions and concluded that the assets are appropriately valued.
As the conflict in Ukraine evolves, the Company will continue to review the valuation of these assets and make any required adjustments, which are not expected to be material to the Company’s consolidated financial statements.
Effective January 1, 2023, the Company will be required to adopt the amended guidance of ASC Subtopic 405-50, *Liabilities - Supplier Finance Programs*, which enhances the transparency of supplier finance programs.
The amended guidance requires an entity (buyer) in a supplier finance program to disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.
The adoption of this amended guidance will require the Company to provide disclosures about its supplier finance programs, if material, but is not expected to have an impact on its consolidated financial statements.
| Ag Services | | | $ | 4,053 | | $ | 818 | | $ | 4,871 | | $ | 48,310 | | $ | 53,181 | |
Archer-Daniels-Midland Company
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 26,223 | | | | | | 26,167 | | |
| Purchases of marketable securities | | | — | | | | | | (2) | | | | | | (27) | | |
| Proceeds from sales of marketable securities | | | 1 | | | | | | 6 | | | | | | 104 | | |
| Balance, December 31, 2018 | | | 559 | | | | | | $ | 2,560 | | | | | $ | 18,527 | | | | | $ | (2,106) | | | | | $ | 15 | | | | | $ | 18,996 | |
The Company is a global leader in human and animal nutrition and the world’s premier agricultural origination and processing company.
From the seed of the idea to the outcome of the solution, ADM enriches the quality of life the world over.
The Company transforms natural products into staple foods, sustainable, renewable industrial products, and an expansive pantry of food and beverage ingredients and solutions for foods and beverages, supplements, nutrition for pets and livestock and more.
And 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 work the Company does every day to serve customers and create value for shareholders.
*Reclassifications*
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.
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.
Notes to Consolidated Financial Statements (Continued)
The Company recorded a cumulative effect adjustment to retained earnings at January 1, 2020 of $8 million as a result of the adoption of Topic 326.
The Company believes market value is preferable because it: (i) conforms to the inventory valuation methodology used for the majority of ADM’s agricultural commodity inventories; (ii) enhances the matching of inventory costs with revenues and better reflects the current cost of inventory on the Company’s balance sheet; and (iii) provides better comparability with the Company’s peers.
| FIFO inventories | | | $ | 4,260 | | | | | $ | 3,310 | |
| Supplies and other inventories | | | 452 | | | | | | 462 | | |
For derivative instruments that are designated and qualify as net investment hedges, foreign exchange gains and losses related to changes in foreign currency exchange rates are deferred in AOCI until the underlying investment is divested.
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 total carrying value of the temporarily idled assets as of December 31, 2020 was immaterial.
*Adoption of New Accounting Standards*
Effective January 1, 2021, the Company adopted the amended guidance of ASC Topic 740, *Income Taxes* (Topic 740), which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740.
The amendments also simplify and improve consistent application of other areas of Topic 740.
The Company plans to adopt the expedients and exceptions provided by the amended guidance before the December 31, 2022 expiry date and does not expect the adoption of the amended guidance to have an impact on the consolidated financial statements.
Early adoption is permitted.
| Ag Services | | | $ | 4,693 | | $ | 515 | | $ | 5,208 | | $ | 26,497 | | $ | 31,705 | |
| Crushing | | | 736 | | | — | | | 736 | | | 8,743 | | | 9,479 | | |
| Total Ag Services and Oilseeds | | | 7,659 | | | 515 | | | 8,174 | | | 40,567 | | | 48,741 | | |
| Starches and Sweeteners | | | 5,154 | | | — | | | 5,154 | | | 1,700 | | | 6,854 | | |
| Total Carbohydrate Solutions | | | 8,186 | | | — | | | 8,186 | | | 1,700 | | | 9,886 | | |
| Total Revenues | | | $ | 21,874 | | $ | 515 | | $ | 22,389 | | $ | 42,267 | | $ | 64,656 | |
Revenue is measured based on the consideration specified in the contract and excludes any sales incentives and amounts collected on behalf of third parties.
Note 3.
Operating results of acquisitions are included in the Company’s financial statements from the date of acquisition and were not significant for the year ended December 31, 2021.
Goodwill allocated in connection with the acquisitions is primarily attributable to synergies expected to arise after the Company’s acquisition of the businesses.
Acquisitions (Continued)
The Company expects these purchase price allocations to change once valuations and measurement period adjustments are final.
An excerpt. Shown here: 40 of 754 rewritten, 40 of 197 added and 40 of 176 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2022 filing and the FY2021 filing.
Item 9A. CONTROLS AND PROCEDURES
8 rewritten, 1 added, 4 removed, 9 unchanged
As of December 31, [removed: 2021,] [added: 2022,] 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: In] [added: During] 2018, the Company launched [added: an initiative called] 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.
As part of this transformation, the Company is implementing a new enterprise resource planning [removed: (“ERP”)] [added: (ERP)] system on a worldwide basis, which is expected to occur in phases over the next several years.
The Company continues to consider [removed: these] changes in its design of and testing for effectiveness of internal controls over financial reporting and concluded, as part of the evaluation described in the above paragraph, that the implementation of the new ERP [removed: in these circumstances] [added: system] has not materially affected its internal control over financial reporting.
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: 2021] [added: 2022] 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: 2021.][added: 2022.]
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: 2021.][added: 2022.]
| /s/ Juan R. Luciano Juan R. Luciano Chairman, Chief Executive Officer, and President | | | /s/ [removed: Ray G. Young Ray G. Young Executive] [added: Vikram Luthar Vikram Luthar Senior] Vice President and Chief Financial Officer | | |
During 2022, there were no deployments of the ERP system.
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 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
0 rewritten, 0 added, 20 removed, 4 unchanged
| | | | | | |
| --- | --- | --- | --- | --- | --- |
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.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Name | | | | | | Titles | | | | | | Age | | |
| | | | Benjamin I. Bard | | | | | | Vice President and Chief Audit Executive since June 2021. Global Chief Compliance Officer since January 2014. | | | | | | 48 | | |
| | | | 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 | | |
| | | | 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 | | |
| | | | Christopher M. Cuddy | | | | | | Senior Vice President of the Company since May 2015. President, Carbohydrate Solutions business unit since March 2015. | | | | | | 48 | | |
| | | | 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 | | |
| | | | D. Cameron Findlay | | | | | | Senior Vice President, General Counsel, and Secretary since July 2013. | | | | | | 62 | | |
| | | | 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 | | |
| | | | 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 | | |
| | | | 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 | | |
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
12 rewritten, 31 added, 1 removed, 15 unchanged
| | | | Domingo Lastra | | | | | | President, South America since July 2017. Vice President, Integration and Strategy from March 2016 to July 2017. | | | | | | [removed: 53] [added: 54] | | |
| | | | Juan R. Luciano | | | | | | Chairman of the Board of Directors since January 2016. Chief Executive Officer and President since January 2015. | | | | | | [removed: 60] [added: 61] | | |
| | | | Vikram Luthar | | | | | | Senior Vice President of the Company since March 2015. [added: Chief Financial Officer since April 2022.] Head of Investor Relations [removed: since] [added: from] June [removed: 2021.] [added: 2021 to July 2022.] Chief Financial Officer, Nutrition [removed: since] [added: from] January [removed: 2020.] [added: 2020 to April 2022.] 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: 55] [added: 56] | | |
| | | | 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. | | | | | | [removed: 56] [added: 57] | | |
| | | | 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: 50] [added: 51] | | |
| | | | Ian Pinner | | | | | | Senior Vice President of the Company since January 2020. Chief Strategy and Innovation Officer since January 2020. President, Health and Wellness from January 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: 49] [added: 50] | | |
| | | | Ismael Roig | | | | | | Senior Vice President of the Company since December 2015. President, [added: Animal Nutrition since August 2022. 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: 54] [added: 55] | | |
| | | | John P. Stott | | | | | | [added: President, ADM Investor Services, Inc. since July 2022.] Group Vice President, Finance, Corporate Treasurer, and CFO, Global Technology [removed: since] [added: from] March [removed: 2021.] [added: 2021 to May 2022.] Group Vice President, Finance and Corporate Controller from August 2014 to March 2021. | | | | | | [removed: 54] [added: 55] | | |
| | | | Joseph D. Taets | | | | | | Senior Vice President of the Company since August 2011. President, Asia Pacific since May 2021. Executive Champion for Quality and Food Safety from January 2020 to May 2021. President, Global Business Readiness from March 2018 to May 2021. President, Agricultural business unit from August 2011 to March 2018. | | | | | | [removed: 56] [added: 57] | | |
| | | | 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: 57] [added: 58] | | |
| | | | 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: 55] [added: 56] | | |
| | | | 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: 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,” “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 May 1, 2023 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 | | |
| | | | Ronald S. Bandler | | | | | | Vice President and Treasurer since May 2022. Assistant Treasurer from January 1998 to May 2022. | | | | | | 62 | | |
| | | | Benjamin I. Bard | | | | | | Vice President and Chief Audit Executive since June 2021. Global Chief Compliance Officer since January 2014. | | | | | | 49 | | |
| | | | 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. | | | | | | 51 | | |
| | | | 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. | | | | | | 55 | | |
| | | | Christopher M. Cuddy | | | | | | Senior Vice President of the Company since May 2015. President, Carbohydrate Solutions business unit since March 2015. | | | | | | 49 | | |
| | | | Pierre-Christophe Duprat | | | | | | President, Biosolutions and International Corn since August 2022. President, Animal Nutrition from August 2018 to August 2022. President, ADM Europe, Middle East, and Africa (EMEA) from June 2016 to August 2018. President, ADM Corn EMEA and Asia from November 2015 to August 2022. | | | | | | 55 | | |
| | | | D. Cameron Findlay | | | | | | Senior Vice President, General Counsel, and Secretary since July 2013. | | | | | | 63 | | |
| | | | 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. | | | | | | 60 | | |
| | | | 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. | | | | | | 44 | | |
| | | | Leticia Goncalves | | | | | | President, Global Foods since March 2021. President, Global Specialty Ingredients from January 2020 to March 2021. 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. | | | | | | 48 | | |
| | | | | | | | | | | | | | | | | | |
Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (Continued)
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | Ray G. Young | | | | | | Executive Vice President of the Company since March 2015. Chief Financial Officer since December 2010. | | | | | | 60 | | |
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,” “Executive Compensation,” and “Director Compensation” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before [removed: April 30, 2022,] [added: May 1, 2023,] 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: 2021”] [added: 2022”] of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before [removed: April 30, 2022,] [added: May 1, 2023,] 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 [removed: April 30, 2022,] [added: May 1, 2023,] and is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
2 rewritten, 47 added, 2 removed, 39 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 [removed: April 30, 2022,] [added: May 1, 2023,] and is incorporated herein by reference.
(i)[Description of Securities of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/7084/000000708422000008/adm-ex4i_20211231x10k.htm)][added: Registrant](https://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex4i_20221231x10k.htm)]
| December 31, 2022 | | | $ | 122 | | | | | 88 | | | | | | (12) | | | | | | 1 | | | | | | $ | 199 | |
| | | | Beginning of | | | | | | | | | | | | | | | | | | | | | | | | End of | | |
| (In millions) | | | Year Balance | | | | | | Additions | | | | | | Deductions | | | | | | Other | | | | | | Year Balance | | |
| Income tax valuation allowance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2020 | | | $ | 325 | | | | | 14 | | | | | | — | | | | | | — | | | | | | $ | 339 | |
| December 31, 2021 | | | $ | 339 | | | | | 7 | | | | | | (65) | | | | | | — | | | | | | $ | 281 | |
| December 31, 2022 | | | $ | 281 | | | | | 18 | | | | | | (90) | | | | | | — | | | | | | $ | 209 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(3ii)[Bylaws, as amended through November 2, 2022.](https://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm)
Item 15.
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), [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 $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,
the $750,000,000 – 3.250% Notes due September 15, 2051, and
the $750,000,000 – 2.900% Notes due March 1, 2032
| | | | | | |
| --- | --- | --- | --- | --- | --- |
Item 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)
(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)
| December 31, 2019 | | | $ | 84 | | | | | 23 | | | | | | (19) | | | | | | 22 | | | | | | $ | 110 | |
(3ii)[Bylaws, as amended through May 1, 2019 (incorporated by reference to Exhibit 3.ii to the Company’s Form 8-K filed on May 7, 2019).](http://www.sec.gov/Archives/edgar/data/7084/000119312519139706/d739179dex3ii.htm)
An excerpt. Shown here: all 2 rewritten, 40 of 47 added and all 2 removed. The counts are complete. For every sentence, read Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES in the FY2022 filing and the FY2021 filing.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)
9 rewritten, 0 added, 32 removed, 26 unchanged
[removed: (iv)[Second Amendment to ADM Supplemental Retirement] [added: (xxx)[Form of Performance Share Unit Award Agreement under the Company’s 2020 Incentive] Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended [removed: December] [added: March] 31, [removed: 2010).](http://www.sec.gov/Archives/edgar/data/7084/000000708411000007/exhibit101.htm)][added: 2022)](https://www.sec.gov/ix?doc=/Archives/edgar/data/7084/000000708422000013/adm-20220331.htm)[.](https://www.sec.gov/ix?doc=/Archives/edgar/data/7084/000000708422000013/adm-20220331.htm)]
[removed: (vii)[Form] [added: (xxxi)[Form] of [added: Restricted] Stock [removed: Option] [added: Unit Award] Agreement under the Company’s [removed: 2002] [added: 2020] Incentive [removed: 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: 2005).](http://www.sec.gov/Archives/edgar/data/7084/000000708405000139/stockoptionagreement.htm)][added: 2022)](https://www.sec.gov/ix?doc=/Archives/edgar/data/7084/000000708422000013/adm-20220331.htm)[.](https://www.sec.gov/ix?doc=/Archives/edgar/data/7084/000000708422000013/adm-20220331.htm)]
(21)[Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/7084/000000708422000008/adm-ex21_20211231x10k.htm).][added: Company](https://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex21_20221231x10k.htm).]
(23)[Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/7084/000000708422000008/adm-ex23_20211231x10k.htm)][added: Firm.](https://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex23_20221231x10k.htm)]
(24)[Powers of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/7084/000000708422000008/adm-ex24_20211231x10k.htm)][added: Attorney.](https://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex24_20221231x10k.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/7084/000000708422000008/adm-ex311_20211231x10k.htm)][added: amended.](https://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex311_20221231x10k.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/7084/000000708422000008/adm-ex312_20211231x10k.htm)][added: amended.](https://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex312_20221231x10k.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/7084/000000708422000008/adm-ex321_20211231x10k.htm)][added: 2002.](https://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex321_20221231x10k.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/7084/000000708422000008/adm-ex322_20211231x10k.htm)][added: 2002.](https://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex322_20221231x10k.htm)]
(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)
| | | | | | |
| --- | --- | --- | --- | --- | --- |
Item 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)
(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)
(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)
Item 16. Form 10-K Summary
13 rewritten, 11 added, 8 removed, 21 unchanged
Date: February [removed: 17, 2022][added: 14, 2023]
Senior Vice President, General [removed: Counsel][added: Counsel, and Secretary]
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February [removed: 17, 2022,] [added: 14, 2023,] by the following persons on behalf of the Registrant and in the capacities indicated.
| Chairman, Chief Executive Officer, | | | Director | | | [removed: Director] [added: Attorney-in-Fact] | | |
| (Principal Executive Officer) | | | /s/ [removed: D. E. Felsinger] [added: S. F. Harrison] | | | [removed: /s/ D. C. Findlay] | | |
| [added: /s/ J. R. Luciano] | | | [added: /s/] D. E. [removed: Felsinger*,] [added: Felsinger] | | | [added: /s/] D. C. Findlay | | |
| [removed: Executive] [added: Senior] Vice President and | | | /s/ [removed: S. F. Harrison] [added: P. J. Moore] | | | | | |
| Chief Financial Officer | | | [removed: S. F. Harrison*,] [added: P. J. Moore*,] | | | | | |
| [added: /s/ M. S. Fruit] | | | /s/ F. J. Sanchez | | | | | |
| /s/ M.S. Burke | | | [removed: F. J. Sanchez*,] [added: D. A. Sandler*,] | | | | | |
| /s/ T. K. Crews | | | [removed: L. Z. Schlitz*,] | | | | | |
| T. K. Crews*, | | | [removed: Director] | | | | | |
[removed: *Powers of Attorney authorizing R. G. Young,] [added: Luthar,] 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.
| J. R. Luciano, | | | D. E. Felsinger*, | | | D. C. Findlay | | |
| | | | S. F. Harrison*, | | | | | |
| /s/ V. Luthar | | | Director | | | | | |
| V. Luthar | | | | | | | | |
| M. S. Fruit | | | F. J. Sanchez*, | | | | | |
| /s/ T. Colbert | | | L. Z. Schlitz*, | | | | | |
| | | | /s/ K. R. Westbrook | | | | | |
| /s/ J. C. Collins, Jr. | | | K. R. Westbrook*, | | | | | |
| J. C. Collins, Jr.*, | | | Director | | | | | |
| Director | | | | | | | | |
*Powers of Attorney authorizing V.
and Secretary
| /s/ J. R. Luciano | | | /s/ P. Dufour | | | /s/ K. R. Westbrook | | |
| J. R. Luciano, | | | P. Dufour*, | | | K. R. Westbrook*, | | |
| /s/ R. G. Young | | | Director | | | Attorney-in-Fact | | |
| R. G. Young | | | | | | | | |
| /s/ M. S. Fruit | | | /s/ P. J. Moore | | | | | |
| M. S. Fruit | | | P. J. Moore*, | | | | | |
| /s/ T. Colbert | | | D. A. Sandler*, | | | | | |