Archer-Daniels-Midland (ADM) 10-K risk factor changes: FY2023 vs FY2022

While [removed: 64 percent] [added: 63%] 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.

Political fiscal instability could generate intrusive regulations in emerging markets, potentially creating unanticipated assessments of taxes, fees, increased risks of corruption, etc. Economic downturns and volatile market conditions could adversely affect the Company’s operating results and ability to execute its long-term business strategies, although the nature of many of the Company’s products (i.e. food and feed ingredients) is less sensitive to demand reductions in any economic [removed: downcycles.][added: downcycle.]

The Company monitors position [removed: limits and] [added: limits,] counterparty [removed: risks] [added: risks,] and [added: liquidity levels, and] engages in other strategies and controls to manage these risks.

The Company has an established commodity merchandising governance process that ensures proper position reporting and monitoring, [removed: limits] [added: limit] approvals, and executes training on trade compliance, commodity regulatory reporting controls, and other policies.

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 [removed: is improving] [added: will improve] the efficiency and effectiveness of certain financial and business transaction processes and the underlying systems environment.

The Company has put in place security measures to [added: endeavor to] prevent, detect, and mitigate cyber-based attacks, and has instituted control procedures for cybersecurity incident [removed: responses and disaster recovery] [added: response] plans for its critical systems.

In addition, the Company monitors this risk on an ongoing basis to detect and correct [removed: any] breaches, and reports metrics on the quality of the Company’s data security efforts and control environment to the highest level of management and to the Board of Directors.

However, if the Company’s IT systems are breached, damaged, or cease to function properly due to any number of causes, such as catastrophic events, power outages, security breaches, or cyber-based attacks, and the Company’s [removed: disaster] recovery [removed: plans] [added: efforts] do not effectively mitigate the risks on a timely basis, the Company may suffer significant interruptions in its ability to manage its operations, loss of valuable data, actual or threatened legal actions, and damage to its reputation, which may adversely impact the Company’s revenues, operating results, and financial condition.

The Company frequently faces challenges from U.S. and foreign tax authorities regarding the amount of taxes due including questions regarding the timing, amount of deductions, the allocation of income among various tax [removed: jurisdictions, and further risks related to changing tax laws domestically and globally.][added: jurisdictions.]

Legislatures and taxing authorities in many jurisdictions in which ADM operates may enact changes to their tax rules.

For example, the Organization for Economic Cooperation and Development (the “OECD”), the European Union, and other countries (including countries in which the Company operates) have committed to enacting substantial changes to numerous long-standing tax principles impacting how large multinational enterprises are taxed.

In particular, the OECD’s Pillar Two initiative introduces a 15% global minimum tax applied on a country-by-country basis and for which many jurisdictions have now committed to an effective enactment date starting January 1, 2024.

ADM will continually monitor potential and enacted tax changes, including the implementation of Pillar Two legislation, in the countries in which the Company operates.

The impact of these potential new rules, as well as any other changes in domestic and international tax rules and regulations, could have a material effect on ADM’s effective tax rate.

Additionally, legacy technologies are used to support significant business functions.

The instability of aging legacy systems could diminish performance and elevate the risk of system failures, reduce compatibility with modern software, and impact growth initiatives.

The new ERP system will mitigate the instability of aging legacy systems as the Company transitions to the new 1ADM platform.

Generative AI advancements are progressing at an unprecedented pace, which brings risks that could subject the Company to loss through various technical, legal, and opportunistic-related risks.

The pace of Generative AI and the complex and dynamic regulatory environment subjects the Company to a variety of risks including, but not limited to, data privacy and security vulnerabilities, unauthorized third-party usage of Company data associated with training models, malicious use and advanced deceitful communication methods, missed innovation opportunities, and potential competitive disadvantages.

Guidance for awareness and responsible Generative AI use to protect ADM data from a legal and ethical standpoint, along with technological development for opportunistic uses, monitoring, and oversight are important components of the Company’s risk mitigation approach.

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Item 1A.

RISK FACTORS (Continued)

Environmental, Social, and Governance Risks

The Company may be impacted by carbon emission regulations in multiple regions throughout the globe.

The production of the Company’s products uses materials that can create emissions of certain regulated substances, including GHG emissions.

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.

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 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.

In particular, the State of Illinois recently enacted legislation intended to eliminate carbon emissions by 2050.

The Company’s operations located in countries with effective and applicable carbon pricing and regulatory programs, currently meet their obligations in this regard with no significant impact on the earnings and competitive position of the Company.

It is difficult at this time to estimate the likelihood of passage, or predict the potential impact, of any additional legislation, regulations or agreements.

Potential consequences of new obligations could include increased energy, transportation, raw material, and administrative costs, and may require the Company to make additional investments in its facilities and equipment.

The Company has 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 liability which could result from certain of these risks may not always be covered by, or could exceed liability insurance related to product liability and food safety matters maintained by the Company.

The Company has a particularly strong capability and culture around occupational health and safety and food safety; however, risks to the Company’s reputation may exist due to potential negative publicity caused by product liability, food safety, occupational health and safety, workforce diversity, and environmental matters.

The Company is continuing to 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 the International Organization for Standardization or other recognized global standards.

The Company’s sustainable practices require oversight and robust monitoring requirements.

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.

Implementation of these programs and policies sometimes requires the acquisition of technology or capital investments at a cost to the Company.

Failure to comply with 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.

Financial Risks

Limitations on access to external financing could adversely affect the Company’s operating results due to its capital-intensive nature.

The Company requires significant capital, including continuing access to credit markets, to operate its current business and fund its growth strategy.

The Company’s working capital requirements, including margin requirements on open positions on futures exchanges, are directly affected by the price of agricultural commodities, which may fluctuate significantly and change quickly.

The Company also requires substantial capital to maintain and upgrade its extensive network of storage facilities, processing plants, refineries, mills, ports, transportation assets, and other facilities to keep pace with competitive developments, technological advances, regulations, and changing safety standards in the industry.

Moreover, the expansion of the Company’s business and pursuit of acquisitions or other business opportunities may require significant amounts of capital.

Access to credit markets and pricing of the Company’s capital is dependent upon maintaining sufficient credit ratings from credit rating agencies.

Strong credit ratings allow the Company to access cost competitive tier one commercial paper markets.

If the Company is unable to maintain sufficiently high credit ratings, access to these commercial paper and other debt markets and costs of borrowings could be adversely affected.

If the Company is unable to generate sufficient cash flow or maintain access to adequate external financing, including as a result of significant disruptions in the global credit markets, it could restrict the Company’s current operations and its growth opportunities.

The Company manages this risk with constant monitoring of credit/liquidity metrics, cash forecasting, and routine communications with credit rating agencies regarding risk management practices and diversifying sources of liquidity.

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.

ADM’s assets and operations could be subject to extensive property damage and business disruption from geopolitical conflicts, acts of terrorism (e.g. purposeful adulteration of the Company’s products), and war.

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.

Cash provided by operating activities was [removed: $3.5] [added: $4.5] billion in [removed: 2022] [added: 2023] compared to [removed: $6.6] [added: $3.5] billion in [removed: 2021.][added: 2022.]

Working capital changes [removed: as described below] decreased cash by [removed: $1.5] [added: $0.3] billion in the current year compared to [removed: an increase] [added: a decrease] of [removed: $2.7] [added: $1.5] billion in the prior year.

[removed: Segregated investments increased approximately $1.5] [added: Payables to brokerage customers decreased $2.1] billion due to [removed: increased] [added: decreased] trading activity in the Company’s futures commission and brokerage business.

Trade receivables [removed: increased $1.7] [added: decreased $0.7] billion [removed: primarily] due to [removed: higher] [added: lower] revenues.

Inventories [removed: increased $0.3] [added: decreased $2.9] billion due to [removed: higher inventory prices, partially offset by] lower inventory [added: prices and] volumes.

Cash used in investing activities was [removed: $1.4] [added: $1.5] billion this year compared to [removed: $2.7] [added: $1.4] billion last year.

Capital expenditures in the current year were [removed: $1.3] [added: $1.5] billion compared to [removed: $1.2] [added: $1.3] billion in the prior year.

Cash used in financing activities was [removed: $2.5] [added: $4.6] billion this year compared to [removed: $1.1] [added: $2.5] billion last year.

Long-term debt borrowings in the [removed: current] [added: prior] year of $0.8 billion consisted of the $750 million aggregate principal amount of 2.900% Notes due 2032.

Long-term debt [removed: borrowings] [added: payments] in the prior year of [removed: $1.3] [added: $0.5] billion consisted of the [removed: $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 [removed: Fixed-to-Floating Rate Senior Notes] [added: fixed-to-floating rate senior notes] due 2022 issued in a private placement on March 25, 2021.

Proceeds from the borrowings in the [removed: prior] [added: current] year were used [removed: to redeem debt and] for general corporate purposes.

Long-term debt [removed: payments] [added: borrowings] in the current year of $0.5 billion consisted of the [removed: €0.5 billion] [added: $500 million] aggregate principal amount of [removed: fixed-to-floating rate senior notes] [added: 4.500% Notes] due [removed: 2022 issued in a private placement on March 25, 2021.][added: 2033.]

[removed: Long-term] [added: Loss on] debt [removed: payments] [added: extinguishment] in the prior year of [removed: $0.5 billion consisted of] [added: $36 million was related to] the early redemption of [removed: the] $500 million aggregate principal amount of 2.750% notes due [removed: 2025] in [removed: September 2021.][added: March 2025.]

Net payments on short-term credit arrangements [removed: were] [added: of] $0.4 billion in the current year [removed: compared] [added: was comparable] to [removed: $1.1] [added: $0.4] billion [removed: in] [added: to] the prior year.

Share repurchases in the current year were [removed: $1.5] [added: $2.7] billion compared to [removed: an insignificant amount] [added: $1.5 billion] in the prior year.

Dividends paid in the current year were [removed: $0.9] [added: $1.0] billion compared to [removed: $0.8] [added: $0.9] billion in the prior year.

At December 31, [removed: 2022,] [added: 2023,] ADM had [removed: $1.0] [added: $1.4] billion of cash and cash equivalents and a current ratio, defined as current assets divided by current liabilities, of [removed: 1.5] [added: 1.6] to 1.

Included in working capital is [removed: $9.0] [added: $7.0] billion of readily marketable commodity inventories.

At December 31, [removed: 2022,] [added: 2023,] the Company’s capital resources included shareholders’ equity of [removed: $24.3] [added: $24.1] billion and lines of credit, including the accounts receivable securitization programs described below, totaling [removed: $12.4] [added: $13.2] billion, of which [removed: $9.3] [added: $11.5] billion was unused.

ADM’s ratio of long-term debt to total capital (the sum of long-term debt [added: of $8.3 billion] and shareholders’ [removed: equity)] [added: equity of $24.1 billion in 2023 and the sum of long-term debt of $7.7 billion and shareholders’ equity of $24.3 billion in 2022)] was [removed: 24%] [added: 25%] and [removed: 26%] [added: 24%] at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

The Company’s ratio of net debt (the sum of short-term [removed: debt,] [added: debt of $0.1 billion,] current maturities of long-term [removed: debt,] [added: debt of $1 million,] and long-term debt [added: of $8.3 billion] less the sum of cash and cash equivalents [added: of $1.4 billion] and short-term marketable [removed: securities)] [added: securities of none in 2023 and the sum of short-term debt of $0.5 billion, current maturities of long-term debt of $0.9 billion, and long-term debt of $7.7 billion less the sum of cash and cash equivalents of $1.0 billion and short-term marketable securities of none in 2022)] to capital (the sum of net debt [added: of $7.0 billion] and shareholders’ [removed: equity)] [added: equity of $24.1 billion in 2023 and the sum of net debt of $8.1 billion and shareholders' equity of $24.3 billion in 2022)] was [removed: 25%] [added: 22%] and [removed: 28%] [added: 25%] at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

Of the Company’s total lines of credit, $5.0 billion supported the commercial paper borrowing programs, against which there was [removed: $0.3 billion of] [added: $5 million] commercial paper outstanding at December 31, [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] the Company had [removed: $1.0] [added: $1.4] 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: $5.7] [added: $6.8] billion, the Company has asserted [removed: that] these funds are indefinitely reinvested outside the U.S.

The Programs provide the Company with up to [removed: $2.6] [added: $3.0] 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: 2022,] [added: 2023,] the Company utilized [removed: $2.6] [added: $1.6] billion of its facility under the Programs.

The Company has acquired approximately [removed: 112.2] [added: 148.0] million shares under this program and its extension as of December 31, [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] the Company has total available liquidity of [removed: $10.3] [added: $12.9] billion comprised of cash and cash equivalents and unused lines of credit.

In [removed: 2023,] [added: 2024,] the Company expects capital expenditures of $1.3 billion and additional cash outlays of approximately $1.0 billion in dividends and up to [removed: $1.0] [added: $2.3] billion in [removed: 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: 2022] [added: 2023] and [removed: 2021] [added: 2022] were [removed: $15.8] [added: $14.0] billion and [removed: $18.6] [added: $15.8] billion, respectively.

The [removed: change] [added: decrease] is primarily related to a decrease in obligations to purchase agricultural commodity [removed: inventories and other] [added: inventories, partially offset by an increase in energy] commitments.

As of December 31, [removed: 2022,] [added: 2023,] the Company expects to make payments related to purchase obligations of [removed: $14.8] [added: $13.4] billion within the next twelve months.

The Company’s other material cash requirements within the next 12 months include [removed: commercial paper outstanding of $0.3 billion,] current maturities of long-term debt of [removed: $0.9 billion,] [added: $1 million,] interest payments of [removed: $0.3] [added: $0.4] billion, operating lease payments of $0.3 billion, transition tax liability of [removed: $37] [added: $49] million, and pension and other postretirement plan contributions of [removed: $107] [added: $114] million.

The Company was in compliance with these covenants as of December 31, [removed: 2022.][added: 2023.]

[removed: The] [added: As of December 31, 2023, the] three major credit rating agencies [removed: have] maintained the Company’s credit ratings at [removed: solid] investment grade [removed: levels with stable outlooks.][added: levels.]

Description: Certain of the Company’s inventory, inventory-related payables, and commodity derivative assets and liabilities as of December 31, [removed: 2022] [added: 2023] are valued at estimated fair values, including [removed: $9.0] [added: $7.0] billion of merchandisable agricultural commodity inventories, [removed: $1.3] [added: $1.4] billion of commodity derivative assets, [removed: $1.3] [added: $1.0] billion of commodity derivative liabilities, and $1.3 billion of inventory-related payables.

Level 3 fair value measurements of approximately [removed: $3.3] [added: $3.4] billion of assets and [removed: $0.7] [added: $0.6] billion of liabilities represent fair value estimates where unobservable price components represent 10% or more of the total fair value price.

Description: The Company accounts for income taxes in accordance with the applicable accounting [removed: standards.][added: standards which prescribe a minimum threshold a tax position is required to meet before being recognized in the consolidated financial statements.]

The position is then measured at the largest amount of benefit that is greater than [removed: 50 percent] [added: 50%] likely of being realized upon ultimate settlement.

For example, the Company has received tax assessments from tax authorities in [removed: Argentina and] the [removed: Netherlands,] [added: Netherlands] challenging income tax positions taken by subsidiaries of the Company.

The Company has historically disclosed in the footnotes to its financial statements that intersegment sales have been recorded at amounts approximating market.

In connection with the Investigation, the Company identified certain intersegment sales that were not recorded at amounts approximating market.

The immaterial error corrections generally arise from the measurement of intersegment sales pricing or rebates relating to products sold to the Nutrition reporting segment by the Ag Services and Oilseeds and Carbohydrate Solutions reporting segments.

Because each sale to be adjusted occurred between the Company’s reporting segments, the adjustments have no impact on the Company’s consolidated balance sheets and statements of earnings, comprehensive income (loss), or cash flows.

The Company determined that the adjustments are not material to the Company’s consolidated financial statements taken as a whole for any period.

For more information, see Note 17, Segment and Geographic Information of “Notes to Consolidated Financial Statements” included in Part II, Item 8 herein.

In addition, because the Investigation covers the period between January 2018 and September 2023, the Company is providing below information with respect to the adjustments effected to operating profit for each of the Company’s reporting segments for each of the years ended December 31, 2018 through 2023.

Impact of the Adjustments on Ag Services and Oilseeds Segment on Segment Operating Profit

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| | | | Years Ended December 31 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (In millions) | | | 2023(1) | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | |

| Segment operating profit, as originally reported for 2022, 2021, 2020, 2019, and 2018 | | | $ | 4,066 | | | | | $ | 4,386 | | | | | $ | 2,775 | | | | | $ | 2,105 | | | | | $ | 1,935 | | | | | $ | 2,020 | |

| Adjustments | | | 1 | | | | | | 15 | | | | | | 24 | | | | | | 1 | | | | | | 1 | | | | | | — | | |

| Segment operating profit, as revised | | | $ | 4,067 | | | | | $ | 4,401 | | | | | $ | 2,799 | | | | | $ | 2,106 | | | | | $ | 1,936 | | | | | $ | 2,020 | |

(1) The adjustments set forth in the tables above for the year ended December 31, 2023 reflect adjustments effected for the period January 1, 2023 through September 30, 2023.

Given the timing of the Investigation, no adjustments were effected in the fourth quarter of 2023.

Impact of the Adjustments on Carbohydrate Solutions Segment Operating Profit

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| | | | Years Ended December 31 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (In millions) | | | 2023(1) | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | |

| Segment operating profit, as originally reported for 2022, 2021, 2020, 2019, and 2018 | | | $ | 1,345 | | | | | $ | 1,360 | | | | | $ | 1,283 | | | | | $ | 717 | | | | | $ | 644 | | | | | $ | 945 | |

| Adjustments | | | 30 | | | | | | 53 | | | | | | 35 | | | | | | 15 | | | | | | 26 | | | | | | 27 | | |

| Segment operating profit, as revised | | | $ | 1,375 | | | | | $ | 1,413 | | | | | $ | 1,318 | | | | | $ | 732 | | | | | $ | 670 | | | | | $ | 972 | |

(1) The adjustments set forth in the tables above for the year ended December 31, 2023 reflect adjustments effected for the period January 1, 2023 through September 30, 2023.

Given the timing of the Investigation, no adjustments were effected in the fourth quarter of 2023.

Impact of the Adjustments on Nutrition Segment Operating Profit

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| | | | Years Ended December 31 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (In millions) | | | 2023(1) | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | |

| Segment operating profit, as originally reported for 2022, 2021, 2020, 2019, and 2018 | | | $ | 458 | | | | | $ | 736 | | | | | $ | 691 | | | | | $ | 574 | | | | | $ | 418 | | | | | $ | 339 | |

| Adjustments | | | (31) | | | | | | (68) | | | | | | (59) | | | | | | (16) | | | | | | (27) | | | | | | (27) | | |

| Segment operating profit, as revised | | | $ | 427 | | | | | $ | 668 | | | | | $ | 632 | | | | | $ | 558 | | | | | $ | 391 | | | | | $ | 312 | |

(1) The adjustments set forth in the tables above for the year ended December 31, 2023 reflect adjustments effected for the period January 1, 2023 through September 30, 2023.

Given the timing of the Investigation, no adjustments were effected in the fourth quarter of 2023.

As further described in Note 17, Segment and Geographic Information of “Notes to Consolidated Financial Statements” included in Part II, Item 8 herein, the Company also corrected certain immaterial errors relating to the classification of certain intrasegment revenues.

More information about such error correction is set forth in Note 17, Segment and Geographic Information.

*Material Weakness*

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.

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.

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.

These standards prescribe a minimum threshold a tax position is required to meet before being recognized in the consolidated financial statements.

Sensitivity of Estimate to Change: The Company recorded goodwill impairment charges of $5 million and $1 million during the years ended December 31, 2021 and 2020, respectively (see Note 18 in Item 8 for more information).

The estimated fair values of the reporting units evaluated for impairment using a quantitative assessment were substantially in excess of their carrying values.

The highest, lowest, and average weekly position for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] together with the market risk from a hypothetical 10% adverse price change is as follows:

| | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | | | |

| Highest position | | | | | | $ | [removed: 986] [added: 498] | | | | | $ | [removed: 99] [added: 50] | | | | | $ | [removed: 1,426] [added: 986] | | | | | $ | [removed: 143] [added: 99] | |

| Lowest position | | | | | | [removed: 44] [added: (6)] | | | | | | [removed: 4] [added: (1)] | | | | | | [removed: (98)] [added: 44] | | | | | | [removed: (10)] [added: 4] | | |

| Average position | | | | | | [removed: 388] [added: 125] | | | | | | [removed: 39] [added: 13] | | | | | | [removed: 671] [added: 388] | | | | | | [removed: 67] [added: 39] | | |

The change in fair value of the average position was due to the [removed: decrease in prices of certain commodities and, to a lesser extent, the] overall decrease in average [removed: quantities.][added: quantities of certain commodities.]

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: $13.0] [added: $15.5] billion and [removed: $10.6] [added: $13.0] billion [removed: ($15.5] [added: ($17.9] billion and [removed: $12.7] [added: $15.5] billion at historical rates) at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

The increase is due to the increase in retained earnings of the foreign subsidiaries of [removed: $2.8] [added: $2.4] billion [removed: partially offset by] [added: and] the [removed: depreciation] [added: appreciation] of foreign currencies versus the U.S. dollar of [removed: $0.4] [added: $0.1] billion.

The potential loss in fair value, which would principally be recognized in Other Comprehensive Income, resulting from a hypothetical 10% adverse change in quoted foreign currency exchange rates is [removed: $1.6] [added: $1.8] billion and [removed: $1.3] [added: $1.6] billion for December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

| | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

| Fair value of long-term debt | | | $ | [removed: 7,502] [added: 8,557] | | | | | $ | [removed: 9,512] [added: 7,502] | |

| Fair value amount over (under) carrying value | | | [removed: (232)] [added: 298] | | | | | | [removed: 1,500] [added: (232)] | | |

| Market risk | | | [removed: 342] [added: 378] | | | | | | [removed: 490] [added: 342] | | |

The [removed: decrease] [added: increase] in the fair value of long-term debt at December 31, [removed: 2022] [added: 2023] is [removed: primarily] due to [removed: higher] [added: a new debt issuance and a decrease in corporate bond] interest rates.

| Executive Council | | | [removed: 71] [added: 67] | | % | | | | [removed: 29] [added: 33] | | % | | | | 100 | | % | | | | [removed: 72] [added: 71] | | % | | | | [removed: 28] [added: 29] | | % | | | | 100 | | % |

| Senior Leadership | | | [removed: 72] [added: 69] | | % | | | | [removed: 28] [added: 31] | | % | | | | 100 | | % | | | | [removed: 74] [added: 72] | | % | | | | [removed: 26] [added: 28] | | % | | | | 100 | | % |

| Salaried Colleagues | | | [removed: 62] [added: 61] | | % | | | | [removed: 38] [added: 39] | | % | | | | 100 | | % | | | | [removed: 63] [added: 62] | | % | | | | [removed: 37] [added: 38] | | % | | | | 100 | | % |

Part of ADM’s vision is to [removed: promote a diverse workplace] [added: foster an inclusive culture] with equitable opportunities for all [removed: its] employees [removed: within an inclusive culture to make sure] [added: so that] all [removed: colleagues globally feel they] [added: members of its diverse, global workforce] belong and make meaningful contributions to the success of each other and the Company.

At the industry level, ADM [removed: has been a key partner] [added: founded and currently participates] in [removed: the establishment of] Together We Grow, a consortium of agricultural industry leaders united in a shared belief that American agriculture’s best days are yet to come.

As of December 31, [removed: 2022, 58%] [added: 2023, 64%] of ADM’s [removed: 12] [added: 11] board members [removed: are diverse] [added: identify as members of underrepresented groups] – [removed: six] [added: five] are African-American, Hispanic or Asian, and [removed: three] [added: four] are women.

The Company believes diversity, equity, and inclusion [added: (DE&I)] are key business priorities that will enable ADM to continue innovating, driving growth through customer focus, and delivering outstanding performance for shareholders.

In 2021, ADM launched the first of its Employee Resource Groups [removed: (ERGs) focused on women as part of the Company’s DE&I vision and strategy.][added: (ERGs).]

Recognizing the broad spectrum of intersectionality, the Company [added: has] expanded its ERGs in 2022 across its four regions (North America, APAC, EMEA, and LATAM) to include, depending on geographic relevance, Multicultural, Black [removed: Colleague League,] [added: Colleague, Hispanic, Veterans,] and LGBTQIA+ affinity groups.

In addition, ADM offers many voluntary training [removed: opportunities] [added: opportunities, including in-person, virtual and on-demand training] that have largely moved to virtual and on-demand learning.

For the last several years, the Company has been [removed: on a journey] [added: working] to [removed: a goal of zero injuries – building a] [added: significantly reduce its incident rate by strengthening its] safety culture [added: and systems] so everyone will go home safely to their families and the things that are most important to them.

In [removed: 2022,] [added: 2023,] about 76% of ADM’s sites completed the year without recordable injuries and about [removed: 89%] [added: 90%] without lost workday injuries.

The Company’s Total Recordable Incident Rate [removed: of 0.73] and Lost Workday Incident Rate [removed: of 0.21] [added: for ADM colleagues (excluding unsupervised contractors)] were [removed: unchanged in 2022.][added: 0.68 and 0.23, respectively.]

The Company continues to take steps to further enhance the safety of its workplaces [added: through occupational safety] and [added: process safety improvements and] maintains a goal of zero fatalities.

Through the guidance of the Environmental, Health, and Safety [removed: CoE,] [added: Technology Center,] the operations teams focused on three programs to reduce the most serious injuries:

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, [added: border closures,] manufacturing delays or disruptions at suppliers, shortage of materials, interruption of energy supply, and unavailable or poor supplier credit conditions.

[removed: Fluctuations] [added: Transportation, inflationary impacts, and 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 [removed: prices.][added: prices, inflationary pressures, and certain logistic constraints.]

The Company’s transportation operations are [added: partially] dependent upon [added: rail access,] diesel fuel and other petroleum-based products.

The Company continues to use internal and external resources to identify opportunities and take action to reduce [added: associated impacts and] its energy intensity globally to meet its demand while mitigating the effects of climate change.

Human capital [removed: requirements] [added: availability] may not be sufficient to effectively support global operations.

Net sales to unconsolidated affiliates during the year ended December 31, [removed: 2022] [added: 2023] were [removed: $7.8] [added: $7.0] 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; [removed: and] the risk that the Company may not be able to resolve disputes with the [removed: partners.][added: partners; and the risk that the Company may not realize the operational or financial benefits expected from the investment.]

The Company’s culture is grounded in its values of integrity, respect, excellence, resourcefulness, teamwork, and responsibility.

ADM is a truly global company of 41,802 employees working together to achieve extraordinary results.

Talented colleagues can be found in a wide variety of roles – including front-line workers who enable the production of ADM’s products, supply chain experts who deliver to customers all over the world, engineering teams who continuously improve the Company’s operations, sales and commercial teams who work closely with customers, information technology professionals who implement the technologies to enable the Company’s processes, and so many more.

ADM continues to develop its workforce to remain relevant and deliver on the Company’s growth aspirations with a strong focus on sustainability.

The following tables set forth information about the Company’s employees as of December 31, 2023.

*Number of Employees by Contract and Region*

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Salaried | | | | | | Hourly | | | | | | Part-Time/ Seasonal | | | | | | Total | | |

| North America | | | 9,527 | | | | | | 10,589 | | | | | | 217 | | | | | | 20,333 | | |

| EMEA | | | 5,168 | | | | | | 4,341 | | | | | | 543 | | | | | | 10,052 | | |

| South America | | | 2,605 | | | | | | 4,461 | | | | | | 794 | | | | | | 7,860 | | |

| Asia Pacific | | | 1,962 | | | | | | 1,093 | | | | | | 30 | | | | | | 3,085 | | |

| Central America/Caribbean | | | 234 | | | | | | 233 | | | | | | 5 | | | | | | 472 | | |

| Total | | | 19,496 | | | | | | 20,717 | | | | | | 1,589 | | | | | | 41,802 | | |

*Number of Employees by Type and Gender*

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Male | | | % | | | | | | Female | | | % | | | | | | Total | | | % | | |

| Full-time | | | 30,497 | | | 76 | | % | | | | 9,716 | | | 24 | | % | | | | 40,213 | | | 100 | | % |

| Part-time | | | 603 | | | 38 | | % | | | | 986 | | | 62 | | % | | | | 1,589 | | | 100 | | % |

| Total | | | 31,100 | | | 74 | | % | | | | 10,702 | | | 26 | | % | | | | 41,802 | | | 100 | | % |

| | | | 2023 | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | |

The Company’s comprehensive DE&I strategy is focused on Recruitment, Advancement, Development, Retention and Culture, and is supported by a global DE&I council, which reflects the Company’s global business strategy across four regions of the world.

In support of ADM’s commitment to a productive, diverse, and inclusive workforce, it is a signatory to the CEO Action for Diversity & InclusionTM and a member of Paradigm for Parity®.

ADM’s early career programs are focused on attracting and cultivating a diverse pipeline of early career talent which will become future leaders in the organization.

Recruitment partnerships with a variety of organizations ensure that ADM engages with, supports, recruits, and hires inclusively, from front line production associates, to interns, to college graduates that begin their career across ADM’s business units, functions and regions.

The inaugural group focused on women as part of the Company’s DE&I vision and strategy.

ADM’s ERGs are open to all employees.

ADM holds an annual Global Week of Understanding, a signature week-long investment focused on continuous learning and strengthening ADM’s culture of belonging.

The week features keynote presentations, training programs, ERG roundtable sessions, and onsite inclusion activities that foster an environment where all can thrive, and diversity of perspectives are harnessed to fuel innovation and growth.

Among the offerings are an Ability to Connect Program that cultivates business language skills to foster collaboration and LinkedIn Learning Platform which offers access to over 16,000 courses in 7 languages to support career development.

ADM’s leadership development program, Ability to Lead, focuses on enabling innovation, driving productivity, developing talent, change leadership, building trust, and coaching teams for engagement and performance.

Additionally, first time and front line leaders are offered a Leadership Essentials program that cultivates effective communication, coaching, and the engagement and retention of talent.

*Board Diversity*

In 2023, the Company had two ADM colleague fatalities and 12 serious injuries.

–Safe Work Permit and Last Minute Risk Assessment Standards;

–Gloves Clock-to-Clock Program;

–New Site Integration Process; and

–Loss Prevention Principles

| | | | 2022 | | | | | | | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | |

ADM brings together colleagues with many different backgrounds, perspectives, and experiences.

These global teams drive innovative thinking, creating growth opportunities through diversity of thought.

The Company’s comprehensive diversity, equity, and inclusion (DE&I) strategy includes four focus areas: Leadership Engagement & Communication, Recruitment, Advancement & Retention, and Networks & Sponsorships.

In order to ensure that the Company’s global DE&I strategy aligns with its business strategy, ADM formed a global DE&I council with strong presence in four regions of the world.

ADM 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 28%.

ADM is proud of its achievements to date, and the Company will continue to strengthen diversity within middle management and entry-level hiring so the progress at the senior leadership level is sustainable over the long-term.

This is a key cultural strategic priority that will continue to strengthen the Company’s ability to innovate and drive profitable growth.

Detailed information with respect to the Board’s composition is set forth in “Proxy Summary – Director Nominee Diversity, Age, Tenure, and Independence” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before May 1, 2023 and is incorporated herein by reference.

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.

The summit features motivational speakers and roundtable discussions with members of ADM’s leadership, Executive Committee, members of the Board of Directors, and external coaches and trainers dedicated to addressing the leadership gender gap in corporate America.

ADM’s annual voluntary employee turnover rate for full-time colleagues in 2022 of 12.2% was up from the turnover rate in 2021 of 11.3%.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | December 31, 2022 | | | | | | December 31, 2021 | | |

| Average Years of Service | | | 8.3 | | | | | | 8.4 | | |

| Annual Voluntary Attrition | | | 12.2 | | % | | | | 11.3 | | % |

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.

–“Take Control” program, which identified over 65,000 machine access and guarding opportunities globally;

–Near-miss Reporting and Investigation; and

–New Colleague Integration program.

Through continued application of these programs, ADM aims to achieve a 18% reduction in recordable injuries in 2023 compared to 2022.

The Company faces risks in the normal course of business as it executes its strategy while demonstrating strong corporate responsibility.

Global, regional, and local events could have an adverse impact on its reputation, operations, and financial performance.

Management directs a Company-wide ERM Program, with oversight from the Company’s Board of Directors.

The Company’s Audit Committee has the delegated risk management oversight responsibility and receives updates on the risk management processes and key risk factors on a quarterly basis.

The Company, through its business unit, functional, and corporate teams, continually updates, assesses, monitors, and mitigates these and other business and compliance risks in accordance with the ERM Program as monitored by the ERM Program team and Chief Risk Officer.

The risk 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, strategic and economic factors, geopolitical relationships, environmental, social, and governance solutions, technological advancement and threat prevention, and financial and regulatory risks.

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.

While ADM has effectively managed through the risks arising from the pandemic caused by the novel coronavirus (COVID-19), and has implemented mitigation actions across global operations that have 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 or other disease would arise causing disruptions far more severe than the Company has recently experienced.

See Note 20 in Item 8 for information on the Company’s legal [removed: proceedings.][added: proceedings which is incorporated herein by reference.]

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

Common Stock, no par [removed: value—$43.2] [added: value—$40.3] billion

Common Stock, no par [removed: value—548,008,680] [added: value—509,849,153] shares

Portions of the Registrant’s definitive proxy statement relating to its [removed: 2023] [added: 2024] annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

This Annual Report on Form 10-K contains [removed: forward-looking information] [added: “forward-looking statements”] within the meaning of the Private Securities Litigation Reform Act of 1995 that [removed: is subject to certain] [added: involve substantial] risks and [removed: uncertainties that could cause actual results to differ materially from those projected, expressed, or implied by such forward-looking information.][added: uncertainties.]

[removed: Risks and uncertainties that could cause or contribute to such differences include, but] [added: These forward-looking statements] are not [removed: limited to,] [added: guarantees of future performance and involve risks, assumptions and uncertainties, including, without limitation,] those [removed: discussed] [added: that are described] in Item 1A, "Risk Factors" included in this Annual Report on Form 10-K, as may be updated in [removed: our] subsequent Quarterly Reports on Form 10-Q.

[removed: To] [added: Except to] the extent [removed: permitted under applicable] [added: required by] law, Archer-Daniels- Midland Company [removed: assumes no] [added: does not undertake, and expressly disclaims, any duty or] obligation to update [added: publicly] any forward-looking [removed: statements] [added: statement whether] as a result of new [removed: information or] [added: information,] future [removed: events.][added: events, changes in assumptions or otherwise.]

| 1A. | | | [Risk [removed: Factors](#i728d69883e5a4db4acdfc99a5510325c_16)] [added: Factors](#i6b531961be3c4a4d921f3c3f67714650_16)] | | | | | | [removed: [16](#i728d69883e5a4db4acdfc99a5510325c_16)] [added: [17](#i6b531961be3c4a4d921f3c3f67714650_16)] | | |

| 1B. | | | [Unresolved Staff [removed: Comments](#i728d69883e5a4db4acdfc99a5510325c_19)] [added: Comments](#i6b531961be3c4a4d921f3c3f67714650_19)] | | | | | | [removed: [23](#i728d69883e5a4db4acdfc99a5510325c_19)] [added: [27](#i6b531961be3c4a4d921f3c3f67714650_19)] | | |

| 3. | | | [Legal [removed: Proceedings](#i728d69883e5a4db4acdfc99a5510325c_25)] [added: Proceedings](#i6b531961be3c4a4d921f3c3f67714650_25)] | | | | | | [removed: [25](#i728d69883e5a4db4acdfc99a5510325c_25)] [added: [30](#i6b531961be3c4a4d921f3c3f67714650_25)] | | |

| 4. | | | [Mine Safety [removed: Disclosures](#i728d69883e5a4db4acdfc99a5510325c_28)] [added: Disclosures](#i6b531961be3c4a4d921f3c3f67714650_28)] | | | | | | [removed: [25](#i728d69883e5a4db4acdfc99a5510325c_28)] [added: [30](#i6b531961be3c4a4d921f3c3f67714650_28)] | | |

| 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i728d69883e5a4db4acdfc99a5510325c_34)] [added: Securities](#i6b531961be3c4a4d921f3c3f67714650_34)] | | | | | | [removed: [26](#i728d69883e5a4db4acdfc99a5510325c_34)] [added: [31](#i6b531961be3c4a4d921f3c3f67714650_34)] | | |

| 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i728d69883e5a4db4acdfc99a5510325c_40)] [added: Operations](#i6b531961be3c4a4d921f3c3f67714650_43)] | | | | | | [removed: [28](#i728d69883e5a4db4acdfc99a5510325c_40)] [added: [33](#i6b531961be3c4a4d921f3c3f67714650_43)] | | |

| 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i728d69883e5a4db4acdfc99a5510325c_82)] [added: Risk](#i6b531961be3c4a4d921f3c3f67714650_85)] | | | | | | [removed: [42](#i728d69883e5a4db4acdfc99a5510325c_82)] [added: [56](#i6b531961be3c4a4d921f3c3f67714650_85)] | | |

| 8. | | | [Financial Statements and Supplementary [removed: Data](#i728d69883e5a4db4acdfc99a5510325c_85)] [added: Data](#i6b531961be3c4a4d921f3c3f67714650_88)] | | | | | | [removed: [44](#i728d69883e5a4db4acdfc99a5510325c_85)] [added: [58](#i6b531961be3c4a4d921f3c3f67714650_88)] | | |

| 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i728d69883e5a4db4acdfc99a5510325c_178)] [added: Disclosure](#i6b531961be3c4a4d921f3c3f67714650_181)] | | | | | | [removed: [105](#i728d69883e5a4db4acdfc99a5510325c_178)] [added: [124](#i6b531961be3c4a4d921f3c3f67714650_181)] | | |

| 9A. | | | [Controls and [removed: Procedures](#i728d69883e5a4db4acdfc99a5510325c_181)] [added: Procedures](#i6b531961be3c4a4d921f3c3f67714650_184)] | | | | | | [removed: [105](#i728d69883e5a4db4acdfc99a5510325c_181)] [added: [124](#i6b531961be3c4a4d921f3c3f67714650_184)] | | |

| 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i728d69883e5a4db4acdfc99a5510325c_2117)] [added: Inspections](#i6b531961be3c4a4d921f3c3f67714650_190)] | | | | | | [removed: [105](#i728d69883e5a4db4acdfc99a5510325c_2117)] [added: [125](#i6b531961be3c4a4d921f3c3f67714650_190)] | | |

| 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i728d69883e5a4db4acdfc99a5510325c_190)] [added: Governance](#i6b531961be3c4a4d921f3c3f67714650_196)] | | | | | | [removed: [106](#i728d69883e5a4db4acdfc99a5510325c_190)] [added: [126](#i6b531961be3c4a4d921f3c3f67714650_196)] | | |

| 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i728d69883e5a4db4acdfc99a5510325c_196)] [added: Matters](#i6b531961be3c4a4d921f3c3f67714650_202)] | | | | | | [removed: [108](#i728d69883e5a4db4acdfc99a5510325c_196)] [added: [128](#i6b531961be3c4a4d921f3c3f67714650_202)] | | |

| 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i728d69883e5a4db4acdfc99a5510325c_199)] [added: Independence](#i6b531961be3c4a4d921f3c3f67714650_205)] | | | | | | [removed: [108](#i728d69883e5a4db4acdfc99a5510325c_199)] [added: [128](#i6b531961be3c4a4d921f3c3f67714650_205)] | | |

| 14. | | | [Principal Accounting Fees and [removed: Services](#i728d69883e5a4db4acdfc99a5510325c_202)] [added: Services](#i6b531961be3c4a4d921f3c3f67714650_208)] | | | | | | [removed: [108](#i728d69883e5a4db4acdfc99a5510325c_202)] [added: [128](#i6b531961be3c4a4d921f3c3f67714650_208)] | | |

| 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i728d69883e5a4db4acdfc99a5510325c_208)] [added: Schedules](#i6b531961be3c4a4d921f3c3f67714650_214)] | | | | | | [removed: [109](#i728d69883e5a4db4acdfc99a5510325c_208)] [added: [129](#i6b531961be3c4a4d921f3c3f67714650_214)] | | |

The Company is an [removed: indispensable] [added: essential] 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 [removed: edge] [added: advantage] in solving the nutritional and sustainability challenges of today and tomorrow.

ADM offers a range of ingredients, flavors, and solutions from nature to meet [removed: every] animal’s needs.

The Company is also leading the way to a future of new [removed: plant-based] consumer and industrial solutions [removed: to replace petroleum-based products.][added: from nature.]

At ADM, sustainable practices and a focus on environmental responsibility are foundational to the Company’s purpose and culture, and integral to the [removed: growth strategy of the Company and to the] work the Company does every day to serve customers and create value for shareholders.

ADM’s Board of Directors actively oversees the Company’s sustainability strategy through a board-level Sustainability and Corporate Responsibility Committee (Sustainability Committee), and ADM’s Chief Sustainability Officer is part of the core strategy team and reports to the [removed: Chief Strategy Officer.][added: Senior Vice President and President of Ag Services and Oilseeds.]

Utilizing ADM’s unique position in the agricultural value chain, including relationships with [removed: 210,000] farmers [added: around the globe] and an unparalleled [removed: global] origination, transportation, and processing network, the Company is enhancing sustainability [added: and leading in decarbonization] across the multiple value chains in which it operates.

ADM works with growers by supporting them with personalized services and innovative technologies and partnering with them to develop and enhance sustainable [removed: and] [added: practices, including a goal of enrolling four million] regenerative [removed: practices.][added: agriculture acres by 2025.]

[added: All of this work is propelling] ADM’s [removed: broad] [added: broadening] array of products from [removed: nature] [added: nature, which] are [removed: meeting needs] [added: helping customers meet increasing demand] for more sustainable solutions spanning [removed: food and beverage, fuels,] [added: food, feed, fuel,] and industrial and consumer products.

[removed: The Company’s] [added: In 2020, ADM announced its] environmental [added: stewardship] goals, collectively called “Strive 35” – an ambitious plan to, by 2035, reduce [removed: from a 2019 baseline] absolute Scope 1 and 2 [removed: greenhouse gas (GHG) emissions by 25 percent, reduce absolute Scope 3] [added: GHG] emissions by [removed: 25 percent,] [added: 25% from a 2019 baseline,] reduce energy intensity by [removed: 15 percent,] [added: 15%,] reduce water intensity by [removed: 10 percent,] [added: 10%,] and achieve a [removed: 90 percent] [added: 90%] landfill diversion [removed: rate – are part of an aggressive plan to continue to reduce the Company’s environmental footprint.][added: rate.]

The Company is [removed: equally] [added: strongly] committed to diversity, equity, and inclusion.

The Company’s globally-integrated footprint combines with local insights to give ADM capabilities few other companies have [removed: – ensuring that it meets] [added: to meet] critical and global needs.

The segment engages in the manufacturing, sale, and distribution of a wide array of ingredients and solutions including plant-based proteins, natural flavors, flavor systems, natural colors, emulsifiers, soluble fiber, polyols, hydrocolloids, probiotics, prebiotics, [added: postbiotics,] enzymes, botanical extracts, and other specialty food and feed ingredients.

Agrinational, a wholly owned subsidiary of ADM, provides insurance coverage for certain property, casualty, marine, [removed: credit,] medical, and other miscellaneous risks of the Company.

Corporate includes the activities related to cost [added: and equity] method investments in early-stage start-up companies within ADM Ventures.

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

as of June 30, 2023)

(March 8, 2024)

All statements, other than statements of historical fact included in this Annual Report on Form 10-K, are forward-looking statements.

You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts.

These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “outlook,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

For example, all statements the Company makes relating to its future results and operations, growth opportunities, pending litigation and investigations, and timing of the remediation of the Company’s material weakness in the Company’s internal control over financial reporting are forward-looking statements.

All forward-looking statements are subject to significant risks, uncertainties and changes in circumstances that could cause actual results and outcomes to differ materially from the forward-looking statements.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated or anticipated by such forward-looking statements.

Accordingly, you are cautioned not to place undue reliance on these forward-looking statements.

| 1. | | | [Business](#i6b531961be3c4a4d921f3c3f67714650_13) | | | | | | [5](#i6b531961be3c4a4d921f3c3f67714650_13) | | |

| 1C. | | | Cybersecurity | | | | | | [27](#i6b531961be3c4a4d921f3c3f67714650_2083) | | |

| 2. | | | [Properties](#i6b531961be3c4a4d921f3c3f67714650_22) | | | | | | [28](#i6b531961be3c4a4d921f3c3f67714650_22) | | |

| 6. | | | \[Reserv[ed](#i6b531961be3c4a4d921f3c3f67714650_37)\] | | | | | | [32](#i6b531961be3c4a4d921f3c3f67714650_37) | | |

| 9B. | | | [Other Information](#i6b531961be3c4a4d921f3c3f67714650_187) | | | | | | [125](#i6b531961be3c4a4d921f3c3f67714650_187) | | |

| 11. | | | [Executive Compensation](#i6b531961be3c4a4d921f3c3f67714650_199) | | | | | | [128](#i6b531961be3c4a4d921f3c3f67714650_199) | | |

| 16. | | | Form 10-K Summary | | | | | | [133](#i6b531961be3c4a4d921f3c3f67714650_217) | | |

| | | | [Signatures](#i6b531961be3c4a4d921f3c3f67714650_220) | | | | | | [134](#i6b531961be3c4a4d921f3c3f67714650_220) | | |

With unparalleled expertise and capacity in precision fermentation, ADM is reimagining the world of plastics, lubricants, adhesives, home products, and more.

These efforts are helping advance ADM’s “Strive 35” commitments to, by 2035, reduce from a 2019 baseline absolute Scope 1 and 2 greenhouse gas (GHG) emissions by 25%; reduce from a 2021 baseline absolute Scope 3 emissions by 25%; reduce energy intensity by 15% and increase low-carbon energy usage to 25% of total; reduce water intensity and water withdrawal by 10%; and achieve a 90% landfill diversion rate.

The Carbohydrate Solutions segment is a leader in carbon capture and sequestration.

By continuing to advance additional carbon capture and sequestration initiatives and products aimed at replacing coal power and steam generation with lower emissions power, the Carbohydrate Solutions segment is well positioned to benefit from the replacement of essential materials historically made from fossil fuels with plant-based alternatives.

The Company has a 40.0% equity interest in Red Star Yeast Company, LLC, which produces and sells fresh and dry yeast in the U.S. and Canada.

The Company has a 22.1% equity interest in LSCP, LLLP, which operates an ethanol plant facility in the U.S.

The Company has 50% equity interests in ADM Matsutani LLC and Matsutani Singapore Pte.

Ltd., joint ventures for the worldwide sales and marketing of Fibersol.

The Company has a 50% equity interest in ADM Vland Biotech Shandong Co., Ltd., which manufactures and commercializes human probiotics in Greater China.

As of December 31, 2023, this joint venture has temporarily ceased operations.

The Company has a 42.8% equity interest in Dusial S.A., a leader in the complete feed industry in Southwest of France.

The Company has a 34.3% equity interest in Vitafort ZRT, a leading company in the Hungarian animal feed market.

Internal Investigation

*Background*

As previously disclosed, the Company received a voluntary document request from the Securities and Exchange Commission (the SEC) relating to intersegment sales between the Company’s Nutrition reporting segment and the Company’s Ag Services and Oilseeds and Carbohydrate Solutions reporting segments.

In response, the Company initiated an internal investigation regarding certain accounting practices and procedures with respect to its Nutrition reporting segment, including as related to certain intersegment sales (the Investigation).

As previously disclosed on January 21, 2024, the Company placed Vikram Luthar, Chief Financial Officer and Senior Vice President, on administrative leave.

*Correction of Certain Segment-Specific Historical Financial Information*

The Company has historically disclosed in the footnotes to its financial statements that intersegment sales have been recorded at amounts approximating market.

In connection with the Investigation, the Company identified certain intersegment sales that occurred between the Company’s Nutrition reporting segment and the Company’s Ag Services and Oilseeds and Carbohydrate Solutions reporting segments that were not recorded at amounts approximating market.

Because each sale to be adjusted occurred between the Company’s reporting segments, the adjustments have no impact on the Company’s consolidated balance sheets and statements of earnings, comprehensive income (loss), or cash flows.

The Company determined that the adjustments are not material to the Company’s consolidated financial statements taken as a whole for any period.

For more information, see “Management’s Discussion and Analysis of Financial Position and Results and Operations” included in Part II, Item 7 herein, and Note 17, Segment and Geographic Information of “Notes to Consolidated Financial Statements” included in Part II, Item 8 herein.

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) | | |

| 9B. | | | [Other Information](#i728d69883e5a4db4acdfc99a5510325c_184) | | | | | | [105](#i728d69883e5a4db4acdfc99a5510325c_184) | | |

| 11. | | | [Executive Compensation](#i728d69883e5a4db4acdfc99a5510325c_193) | | | | | | [108](#i728d69883e5a4db4acdfc99a5510325c_193) | | |

| 16. | | | Form 10-K Summary | | | | | | [113](#i728d69883e5a4db4acdfc99a5510325c_211) | | |

| | | | [Signatures](#i728d69883e5a4db4acdfc99a5510325c_214) | | | | | | [114](#i728d69883e5a4db4acdfc99a5510325c_214) | | |

The Carbohydrate Solutions segment has announced various memorandums of understanding with potential strategic partners leveraging our core production capabilities and carbon sequestration experience to facilitate the production of low carbon, bio-based products such as sustainable aviation fuel and innovative renewable chemicals.

In November 2021, the Company sold its ethanol production complex in Peoria, Illinois.

In August 2022, the Company launched two joint ventures, GreenWise Lactic and LG Chem Illinois Biochem, with LG Chem, a leading global diversified chemical company, for the U.S. production of lactic acid and polylactic acid to meet growing demand for a wide variety of plant-based products, including bioplastics.

The Company does not consider any segment of its business to be dependent upon any single or group of trademarks, brands, recipes, or other intellectual property.

The Company’s laboratories and technical innovation centers around the world enhance its ability to interact with customers globally, not only to provide flavors, but also to support the sales of other food ingredients.

Since the acquisition of Wild Flavors in 2014, additional laboratories have been added, including food & beverages applications laboratories in Fort Collins, Colorado; Bergamo, Italy; Shanghai, China; and Rotterdam, Netherlands.

The Company also expanded laboratories in Decatur and Champaign, Illinois.

In 2021, the Company also opened a plant-based innovation laboratory hub in Singapore to develop nutritious products to meet growing food and beverage demand in the Asia-Pacific region.

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.

The Company expanded its human health and nutrition portfolio in 2017 with the acquisition of a controlling interest in Biopolis SL (Biopolis), a leading provider of probiotics and genomic services.

Biopolis provides genomic sequencing capabilities for the Company’s customers as well as for its internal use.

Biopolis also has high through-put biological functionality testing capabilities that can be used to discover new probiotics and nutraceuticals.

In January 2018, the Company announced a joint development agreement with Vland Biotech to develop and commercialize enzymes for animal feed.

In April 2018, the Company opened its new enzyme development laboratory in Davis, California to advance the research and development of feed enzyme as well as enzymes for internal use.

In August 2018, the Company further expanded its probiotics business with the acquisition of Probiotics International Limited.

In October 2021, the Company announced an agreement with Qingdao Vland Biotech Group Co., Ltd., a leading producer of enzymes and probiotics, to form a joint venture to manufacture and sell human probiotics to serve the growing Chinese demand.

With the acquisition of Neovia in early 2019, ADM further expanded its research and development capabilities in Animal Nutrition, globally.

In December 2019, the Company opened a new Animal Nutrition technology center in Decatur, Illinois, to further expand its animal nutrition capabilities to support customer innovation in pet and aqua food production in North America.

In November 2021, the Company opened a new animal nutrition laboratory in Rolle, Switzerland to support the development of science-based feed additives to meet worldwide customer needs for pet food, aquaculture, and livestock species.

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.

ADM Ventures continues to select high-potential, new product development projects in partnership with the business units.

ADM Ventures further expanded its equity investments and has early-stage start-up companies in its portfolio which are focused on areas involved in developing next generation products for human and animal nutrition, microbiome technologies, and AgTech, and is continually looking at others in which ADM may choose to invest.

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.

These investments allow for strategic insights as well as collaboration opportunities, which the team is aggressively pursuing.

The Company is continuing to invest in research to develop a broad range of key intermediate materials that serve as platforms for producing a variety of sustainable packaging products.

Conversion technologies include utilizing expertise in fermentation, process chemistry, and catalysis.

The Company’s current portfolio includes products that are in the early development phase and those that are close to pilot plant demonstration.

The Company has a memorandum of understanding with P2 Science Inc. to evaluate product opportunities in plant-based, renewable chemicals and materials.

Item [removed: 2.][added: 1C.]

CYBERSECURITY

The Company faces significant and persistent cybersecurity risks due to: the breadth of geographies, networks, and systems ADM must defend against cybersecurity attacks such as exploitation of vulnerabilities, ransomware, denial of service, supply chain attacks, or other similar threats; the attractiveness of the Company’s systems and processes to threat actors (including state-sponsored organizations) seeking to inflict harm on ADM or its customers; the substantial level of harm that could occur to the Company and its customers in case of a material cybersecurity incident; and ADM’s use of third-party products, services and components.

During the year ended December 31, 2023, the Company has not identified risks from cybersecurity threats, including as a result of prior cybersecurity incidents, that have materially affected or are reasonably anticipated to materially affect the Company, including its business strategy, results of operations, or financial condition.

Nevertheless, the Company recognizes cybersecurity threats are ongoing and evolving.

For more information on the Company's cybersecurity risks, refer to Item 1A, “Risk Factors”.

ADM is committed to supporting the governance and oversight of cybersecurity risks and to implementing mechanisms, controls, technologies, and processes designed to help the Company assess, identify, and manage these risks.

Cybersecurity risks are included in the risk universe that the Company’s ERM function evaluates, with input from information security subject matter experts at the Company, to assess top risks to the enterprise.

The ERM process provides input into our strategic planning process, such as development of action plans to address and mitigate identified risks.

Integrating cybersecurity risk into the overall ERM process in this manner assists the Company in identifying, assessing, and managing material cybersecurity risks.

PROPERTIES

The Company’s operations are such that most products are efficiently processed near the source of raw materials.

Consequently, the Company has many plants strategically located in agricultural commodity producing areas.

The annual volume of commodities processed will vary depending upon availability of raw materials and demand for finished products.

The Company also owns approximately 160 warehouses and terminals primarily used as bulk storage facilities and has 64 innovation centers.

Processing plants and procurement facilities owned or leased by unconsolidated joint ventures are not included in the tables below.

The Company has a dedicated cybersecurity team that collaborates with compliance, privacy, legal, and other teams across the global organization to assess the risk landscape.

ADM’s cybersecurity program is designed to be aligned with applicable industry standards and is assessed regularly by independent third-party auditors.

The multifaceted nature of the Company’s cybersecurity measures includes aspects of prevention, detection, and response capabilities, employee training programs, threat intelligence monitoring, and the implementation of an array of technologies.

The Company has established processes to oversee and identify cybersecurity risks associated with the use of third-party service providers, which include the completion of due diligence before engaging with any third party, controls for response to mitigate any significant risks, and assessments and reviews during the course of the relationship.

Additionally, the Company has ongoing partnerships with government and commercial cybersecurity experts to understand emerging cybersecurity threats.

The Company has seen an increase in cyberattack volume, frequency, and sophistication.

ADM seeks to detect and investigate unauthorized attempts and attacks against its network, products, and services, and to prevent their occurrence and recurrence where practicable through changes or updates to the Company’s internal processes and tools; however, ADM remains potentially vulnerable to known or unknown threats.

The Company’s cyber incident response plan includes an escalation process if a cybersecurity incident meets specific rating criteria to trigger swift and effective action designed to minimize potential disruptions and protect the integrity of our operations.

The Company also conducts periodic cybersecurity scenarios with senior management to enhance preparedness.

The Board of Directors has oversight of cybersecurity risk, which it manages as part of the ERM program.

The Board of Directors is assisted by the Audit Committee, which regularly reviews the cybersecurity program with management and reports to the Board of Directors.

Cybersecurity reviews by the Audit Committee or the Board of Directors generally occur quarterly, or more frequently as determined to be necessary or advisable.

In recent years, the Board added a director who had served as Chief Information Officer for a large public company with sensitive information to assist the Board and Audit Committee in overseeing cybersecurity risks.

The Company’s cybersecurity program is led by the Chief Information Security Officer (CISO), who reports to the Senior Vice President and Chief Technology Officer (CTO).

The CISO is informed about and monitors prevention, detection, mitigation, and remediation efforts through regular communication and reporting from professionals in the information security team, many of whom hold cybersecurity certifications in Information Systems Security or Information Security Management, and through the use of technological tools and software and results from third party audits.

Additionally, the CISO directs the Global Information and Cyber Security Council (the “Council”), which includes a diverse range of relevant experts.

The Council includes management from global technology, compliance, privacy, controlling, operations, security, automation, ERM, and internal audit.

The Council promotes alignment and communication of new and ongoing cybersecurity prevention techniques and provides a forum for staying current on the latest cybersecurity threats.

The CISO and CTO have extensive experience assessing and managing cybersecurity programs and cybersecurity risk.

The CISO has served in that position since 2018 and, was previously the Vice President, Head of Enterprise Security, Americas at Worldpay and a Security Principal/Strategist for Hewlett Packard Enterprises for a combined cybersecurity experience of 20 years.

The CTO joined ADM in 2016 and was previously Senior Vice President and Chief Information Officer at Dow Corning Corporation for approximately 6 years.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

Item 2.

PROPERTIES

The Company’s operations are such that most products are efficiently processed near the source of raw materials.

Consequently, the Company has many plants strategically located in agricultural commodity producing areas.

The annual volume of commodities processed will vary depending upon availability of raw materials and demand for finished products.

The Company also owns approximately 160 warehouses and terminals primarily used as bulk storage facilities and has 67 innovation centers.

Processing plants and procurement facilities owned or leased by unconsolidated joint ventures are not included in the tables below.

To enhance the efficiency of transporting large quantities of raw materials and finished products between the Company’s procurement facilities and processing plants and also the final delivery of products to its customers around the world, the Company owns approximately 1,900 barges, 10,100 rail cars, 230 trucks, 1,200 trailers, 140 boats, and 3 oceangoing vessels; and leases, under operating leases, approximately 640 barges, 21,800 rail cars, 350 trucks, 500 trailers, 24 boats, and 22 oceangoing vessels.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| North America | | | 2 | | | [removed: 60] [added: 64] | | | [removed: 18] [added: 19] | | | [removed: 80] [added: 85] | | | | | | | | | — | | | | | | | | |

| South America | | | — | | | 20 | | | [removed: 10] [added: 12] | | | [removed: 30] [added: 32] | | | | | | | | | 1 | | | | | | | | |

| Europe | | | [removed: —] [added: 1] | | | 34 | | | 15 | | | [removed: 49] [added: 50] | | | | | | | | | — | | | | | | | | |

| Total daily capacity | | | [removed: 2] [added: 83] | | | [removed: 115] | | | [removed: 43] [added: 24] | | | [removed: 160] | | | [added: 107] | | | | | | [removed: 2] [added: 27] | | | | | | [added: 61] | | | [added: | | | 88 | | |]

| South America | | | [removed: 2,119] [added: —] | | | [removed: 60] | | | [removed: —] [added: 3] | | | [removed: 2,179] | | | [added: 3] | | | [removed: 1,034] | | | [removed: —] [added: 2] | | | [removed: —] | | | [removed: 1,034] [added: 1] | | | [added: | | | 3 | | |]

| Asia | | | — | | | — | | | — | | | — | | | | | | 130 | | | [removed: 81] [added: 4] | | | — | | | [removed: 211] [added: 134] | | |

| North America | | | [removed: 588] [added: 80] | | | | | | [added: 10] | | | | | | [added: 90] | | | | | | [added: 25] | | | | | | [removed: 86] [added: 50] | | | | | | [added: 75 | | |]

| Total storage capacity | | | [removed: 588] [added: 589] | | | | | | | | | | | | | | | | | | | | | | | | 104 | | | | | |

| North America | | | [removed: 80 | | |] [added: 589] | | | [removed: 5] | | | | | | [removed: 85] | | | | | | [removed: 25] | | | | | | [removed: 50] | | | [added: 86] | | | [removed: 75] | | |

| South America | | | [removed: — | | | | | | 3] [added: 2,105] | | | [added: 60] | | | [removed: 3] [added: —] | | | [added: 2,165] | | | [removed: 2] | | | [added: 941] | | | — | | | [added: —] | | | [removed: 2] [added: 941] | | |

| Europe | | | [removed: 2] [added: 3] | | | | | | 8 | | | | | | [removed: 10] [added: 11] | | | | | | [removed: 1] [added: —] | | | | | | — | | | | | | [removed: 1] [added: —] | | |

| Total daily capacity | | | [removed: 82 | | | | | | 19] [added: 3] | | | [added: 119] | | | [removed: 101] [added: 46] | | | [added: 168] | | | [removed: 28] | | | | | | [removed: 60] [added: 2] | | | | | | [removed: 88] | | |

| North America | | | 12,185 | | | 360 | | | 830 | | | 13,375 | | | | | | 675 | | | — | | | 181 | | | 856 | | |

| Europe | | | 1,385 | | | 288 | | | — | | | 1,673 | | | | | | — | | | — | | | — | | | — | | |

| Total storage capacity | | | 15,675 | | | 708 | | | 830 | | | 17,213 | | | | | | 1,746 | | | 4 | | | 181 | | | 1,931 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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 | | | | | | — | | | — | | | — | | | — | | |

| Total storage capacity | | | 15,892 | | | 630 | | | 830 | | | 17,352 | | | | | | 1,977 | | | 81 | | | 181 | | | 2,239 | | |

The number of registered stockholders of the Company’s common stock at [removed: December 31, 2022,] [added: March 8, 2024,] was [removed: 8,153.][added: 7,795.]

During the three-month period ended December 31, [removed: 2022,] [added: 2023,] there were [removed: 2,502 shares purchased in the open market or] [added: 1,229] shares received as payments for the [removed: 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: 2017] [added: 2018] and assumes all dividends have been reinvested through December 31, [removed: 2022.][added: 2023.]

[removed: ][added: ]

| October 1, 2023 to October 31, 2023 | | | | | | 2,815,562 | | | | | | $ | 72.453 | | | | | 2,815,562 | | | | | | 70,433,792 | | |

| November 1, 2023 to November 30, 2023 | | | | | | 8,514,616 | | | | | | 73.033 | | | | | | 8,513,387 | | | | | | 61,920,405 | | |

| December 1, 2023 to December 31, 2023 | | | | | | 9,886,971 | | | | | | 73.709 | | | | | | 9,886,971 | | | | | | 52,033,434 | | |

| Total | | | | | | 21,217,149 | | | | | | $ | 73.271 | | | | | 21,215,920 | | | | | | 52,033,434 | | |

| 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 | | |

The Company’s [removed: recent] significant portfolio actions and announcements [added: during 2023] include:

Sustainability is a key driver [removed: of] [added: in] ADM’s expanding portfolio of environmentally responsible, plant-derived products.

Consumers today increasingly expect their food and drink to come from sustainable ingredients, produced by companies that share their [removed: values] [added: values,] and ADM is continually finding new ways to meet those needs through its portfolio actions.

The Productivity pillar includes (1) [removed: advancing the roles of the Company’s Centers of Excellence in] [added: partnering across various global teams including] procurement, supply chain, [added: operations,] and [removed: operations] [added: commercial] to [removed: deliver additional efficiencies] [added: optimize costs and improve production volumes] across the enterprise; (2) continued roll out of the 1ADM business transformation program and implementation of improved standardized business processes; and (3) increased use of technology, [added: data] analytics, and automation at production facilities, in offices, and with [removed: customers.][added: customers to improve efficiencies and customer service.]

[added: The] Innovation [removed: activities include] [added: pillar includes] expansions and investments in (1) improving the customer [removed: experience, including] [added: experience by] leveraging producer relationships and enhancing the use of state-of-the-art digital [removed: technology to help customers grow;] [added: technology;] (2) sustainability-driven innovation, which encompasses the full range of products, solutions, capabilities, and commitments to serve customers’ needs; and (3) growth initiatives, including organic growth [removed: to support] [added: with] additional capacity [removed: and] [added: to] meet growing [removed: demand, and mergers] [added: market demand] and [removed: acquisitions opportunities.][added: strategic objectives.]

The Culture pillar focuses on [added: building capabilities and] enabling collaboration, teamwork, and agility from process standardization and digitalization and ADM’s [removed: DE&I work] [added: diversity, equity, and inclusion initiatives,] which [removed: brings] [added: bring] new perspectives and expertise to the Company’s decision-making.

ADM [removed: will] [added: plans to] support the three pillars with investments in technology, which include expanding digital capabilities and investing further in [removed: product] research and development.

- the opening in February 2023 of a new production facility in Valencia, Spain to help meet rising global demand for probiotics, postbiotics, and other products that support health and well-being;

- the announcement in March 2023 of the signing of a joint venture agreement with Marel, a leading provider of advanced food processing solutions, to build an innovation center in the heart of the Netherlands food valley at the Wageningen Campus, subject to regulatory approvals;

- the announcement in May 2023 of a Strategic Development Agreement with Air Protein, a pioneer in air-based nutritional protein that requires no agriculture or farmland, decoupling protein production from traditional supply chain risks, to collaborate on research and development to advance new and novel proteins for nutrition;

- the announcement in June 2023 of the opening of a new Customer Creation and Innovation Center in Manchester, England, serving as a United Kingdom (UK) hub for food innovation and building upon ADM’s strong presence in the UK;

- the launch in July 2023 of a growth initiative of its re:generations™ regenerative agriculture program that will drive expansion to cover 2 million acres across 18 U.S. states and Canada in 2023, and 4 million acres globally by 2025;

- the announcement in October 2023 of a strategic partnership with Solugen, a rapidly scaling climate technology company that is reimagining the chemistry of everyday to scale a range of innovative, plant-based specialty chemicals and bio-based building block molecules in a new manufacturing facility in Marshall, Minnesota.;

- the opening in November 2023 of Green Bison Soy Processing, a joint venture with Marathon Petroleum Corp, a leading, integrated, downstream energy company headquartered in Findlay, Ohio;

- the announcement in November 2023 of an expansion of the Company’s global regenerative agriculture efforts with the launch of the Brazil program that aims to promote and support sustainable agricultural production with a focus on soil health, biodiversity protection, improved soil fertility and resilience, and increased farm productivity;

- the announcement in November 2023 to expand crush capacity in Brazil and the acquisition of a controlling stake in Buckminster Química, a Macatuba, São Paulo-based producer of refined glycerin; and

- the acquisition in December 2023 of D.C.A. Finance B.V., a commodity derivative brokerage service provider.

Intersegment Sales

*Background*

As previously disclosed, the Company received a voluntary document request from the SEC relating to intersegment sales between the Company’s Nutrition reporting segment and the Company’s Ag Services and Oilseeds and Carbohydrate Solutions reporting segments.

In response, the Company engaged external counsel, assisted by a forensic accounting firm, to conduct an internal investigation, overseen by the Audit Committee of the Company’s Board of Directors, which is separately advised by external counsel (the Investigation).

As previously disclosed on January 21, 2024, the Company placed Vikram Luthar, Chief Financial Officer and Senior Vice President, on administrative leave.

*Correction of Certain Segment-Specific Historical Financial Information*

Based on the Investigation, the Company is correcting certain segment-specific historical financial information for the years ended December 31, 2021 through 2023 to reflect immaterial error corrections to certain intersegment sales as further described and set forth in Note 17, Segment and Geographic Information of “Notes to Consolidated Financial Statements” included in Part II, Item 8 herein.

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.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

Item 7.

- the acquisition in February 2022 of Comhan, a leading South African flavor distributor;

- 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 the launch of two joint ventures, GreenWise Lactic and LG Chem Illinois Biochem, with LG Chem, a leading global diversified chemical company, for the U.S. production of lactic acid and polylactic acid to meet growing demand for a wide variety of plant-based products, including bioplastics;

- 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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

- 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

All of these efforts will continue to be strengthened by the Company’s ongoing commitment to Readiness.

*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.

This section of the Form 10-K generally discusses 2022 and 2021 items and year-to-year comparisons between 2022 and 2021.

Discussions of 2020 items and year-to-year comparisons between 2021 and 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, 2021.

*Market Factors Influencing Operations or Results in the Twelve Months Ended December 31, 2022*

| Consolidated Statements of Earnings | | | | | | | | | | | | [removed: [45](#i728d69883e5a4db4acdfc99a5510325c_88)] [added: [59](#i6b531961be3c4a4d921f3c3f67714650_91)] | | |

| Consolidated Statements of Comprehensive Income (Loss) | | | | | | | | | | | | [removed: [46](#i728d69883e5a4db4acdfc99a5510325c_91)] [added: [60](#i6b531961be3c4a4d921f3c3f67714650_94)] | | |

| Consolidated Balance Sheets | | | | | | | | | | | | [removed: [47](#i728d69883e5a4db4acdfc99a5510325c_94)] [added: [61](#i6b531961be3c4a4d921f3c3f67714650_97)] | | |

| Consolidated Statements of Cash Flows | | | | | | | | | | | | [removed: [48](#i728d69883e5a4db4acdfc99a5510325c_97)] [added: [62](#i6b531961be3c4a4d921f3c3f67714650_100)] | | |

| Consolidated Statements of Shareholders’ Equity | | | | | | | | | | | | [removed: [49](#i728d69883e5a4db4acdfc99a5510325c_100)] [added: [63](#i6b531961be3c4a4d921f3c3f67714650_103)] | | |

[removed: | Notes] [added: Notes] to Consolidated Financial Statements [removed: | | | | | | | | | | | | [50](#i728d69883e5a4db4acdfc99a5510325c_106) | | |][added: (Continued)]

| Reports of Independent Registered Public Accounting Firm | | | PCAOB ID: | | | 42 | | | | | | [removed: [102](#i728d69883e5a4db4acdfc99a5510325c_175)] [added: [119](#i6b531961be3c4a4d921f3c3f67714650_178)] | | |

| | | | Year [removed: Ended | | | | | | | | | | | |] [added: Ended December 31] | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Revenues | | | $ | [removed: 101,556] [added: 93,935] | | | | | $ | [removed: 85,249] [added: 101,556] | | | | | $ | [removed: 64,355] [added: 85,249] | |

| Cost of products sold | | | [removed: 93,986] [added: 86,422] | | | | | | [removed: 79,262] [added: 93,986] | | | | | | [removed: 59,902] [added: 79,262] | | |

| Gross Profit | | | [removed: 7,570] [added: 7,513] | | | | | | [removed: 5,987] [added: 7,570] | | | | | | [removed: 4,453] [added: 5,987] | | |

| Selling, general and administrative expenses | | | [removed: 3,358] [added: 3,456] | | | | | | [removed: 2,994] [added: 3,358] | | | | | | [removed: 2,687] [added: 2,994] | | |

| Asset impairment, exit, and restructuring costs | | | [removed: 66] [added: 342] | | | | | | [removed: 164] [added: 66] | | | | | | [removed: 80] [added: 164] | | |

| Equity in earnings of unconsolidated affiliates | | | [removed: (832)] [added: (551)] | | | | | | [removed: (595)] [added: (832)] | | | | | | [removed: (579)] [added: (595)] | | |

| Loss on debt extinguishment | | | — | | | | | | [removed: 36] [added: —] | | | | | | [removed: 409] [added: 36] | | |

| Interest and investment income | | | [removed: (293)] [added: (499)] | | | | | | [removed: (96)] [added: (293)] | | | | | | [removed: (111)] [added: (96)] | | |

| Interest expense | | | [removed: 396] [added: 647] | | | | | | [removed: 265] [added: 396] | | | | | | [removed: 339] [added: 265] | | |

| Other (income) expense - net | | | [removed: (358)] [added: (176)] | | | | | | [removed: (94)] [added: (358)] | | | | | | [removed: (255)] [added: (94)] | | |

| Earnings Before Income Taxes | | | [removed: 5,233] [added: 4,294] | | | | | | [removed: 3,313] [added: 5,233] | | | | | | [removed: 1,883] [added: 3,313] | | |

| Income tax expense | | | [removed: 868] [added: 828] | | | | | | [removed: 578] [added: 868] | | | | | | [removed: 101] [added: 578] | | |

| Net Earnings Including Noncontrolling Interests | | | [removed: 4,365] [added: 3,466] | | | | | | [removed: 2,735] [added: 4,365] | | | | | | [removed: 1,782] [added: 2,735] | | |

| Less: Net earnings (losses) attributable to noncontrolling interests | | | [removed: 25] [added: (17)] | | | | | | [removed: 26] [added: 25] | | | | | | [removed: 10] [added: 26] | | |

| Net Earnings Attributable to Controlling Interests | | | $ | [removed: 4,340] [added: 3,483] | | | | | $ | [removed: 2,709] [added: 4,340] | | | | | $ | [removed: 1,772] [added: 2,709] | |

| Average number of shares outstanding – basic | | | [removed: 562] [added: 541] | | | | | | [removed: 564] [added: 562] | | | | | | [removed: 561] [added: 564] | | |

| Average number of shares outstanding – diluted | | | [removed: 563] [added: 542] | | | | | | [removed: 566] [added: 563] | | | | | | [removed: 565] [added: 566] | | |

| Basic earnings per common share | | | $ | [removed: 7.72] [added: 6.44] | | | | | $ | [removed: 4.80] [added: 7.72] | | | | | $ | [removed: 3.16] [added: 4.80] | |

| Diluted earnings per common share | | | $ | [removed: 7.71] [added: 6.43] | | | | | $ | [removed: 4.79] [added: 7.71] | | | | | $ | [removed: 3.15] [added: 4.79] | |

| (In millions) | | | December [removed: 31 | | | | | |] [added: 31, 2023] | | | | | | [added: December 31, 2022] | | |

| Net earnings including noncontrolling interests | | | $ | [removed: 4,365] [added: 3,466] | | | | | $ | [removed: 2,735] [added: 4,365] | | | | | $ | [removed: 1,782] [added: 2,735] | |

| Foreign currency translation adjustment | | | [removed: (301)] [added: 48] | | | | | | [removed: 279] [added: (301)] | | | | | | [removed: (362)] [added: 279] | | |

| Tax effect | | | [removed: (93)] [added: 32] | | | | | | [removed: (103)] [added: (93)] | | | | | | [removed: 97] [added: (103)] | | |

| Net of tax amount | | | [removed: (394)] [added: 80] | | | | | | [removed: 176] [added: (394)] | | | | | | [removed: (265)] [added: 176] | | |

| Pension and other postretirement benefit liabilities adjustment | | | [removed: 140] [added: (88)] | | | | | | [removed: 289] [added: 140] | | | | | | [removed: (113)] [added: 289] | | |

| Tax effect | | | [removed: (15)] [added: 2] | | | | | | [removed: (71)] [added: (15)] | | | | | | [removed: 16] [added: (71)] | | |

| Net of tax amount | | | [removed: 125] [added: (86)] | | | | | | [removed: 218] [added: 125] | | | | | | [removed: (97)] [added: 218] | | |

| Deferred gain (loss) on hedging activities | | | [removed: (84)] [added: 15] | | | | | | [removed: 33] [added: (84)] | | | | | | [removed: 254] [added: 33] | | |

| Tax effect | | | [removed: 7] [added: (5)] | | | | | | 7 | | | | | | [removed: (57)] [added: 7] | | |

| Net of tax effect | | | [removed: (77)] [added: 10] | | | | | | [removed: 40] [added: (77)] | | | | | | [removed: 197] [added: 40] | | |

| Unrealized gain (loss) on investments | | | [removed: (12)] [added: 16] | | | | | | [removed: (2)] [added: (12)] | | | | | | [removed: (27)] [added: (2)] | | |

| Notes to Consolidated Financial Statements | | | | | | | | | | | | [64](#i6b531961be3c4a4d921f3c3f67714650_109) | | |

| | | | 28,032 | | | | | | 26,775 | | |

| Net earnings including noncontrolling interests | | | $ | 3,466 | | | | | $ | 4,365 | | | | | $ | 2,735 | |

| Loss on debt extinguishment | | | — | | | | | | — | | | | | | 36 | | |

| Effect of exchange rate on cash, cash equivalents, restricted cash, and restricted cash equivalents | | | (3) | | | | | | — | | | | | | — | | |

| Balance, December 31, 2023 | | | 513 | | | | | | $ | 3,154 | | | | | $ | 23,465 | | | | | $ | (2,487) | | | | | $ | 13 | | | | | $ | 24,145 | |

ADM’s innovation and expertise are helping people live healthier lives and support a healthier planet.

The Company’s globally-integrated footprint combined with local insight give ADM capabilities few other companies have to meet critical and global needs.

With a foundation in nature and nutrition, the Company is a leader in sustainability, scaling across entire value chains to help decarbonize the industry, and safeguard the planet.

ADM has three business segments: Ag Services and Oilseeds, Carbohydrate Solutions, and Nutrition.

The Company is an essential global agricultural supply chain manager and processor supporting food security by connecting local needs with global capabilities.

| | | | (In millions) | | | | | |

Current year provisions in the year ended December 31, 2023 is net of reversals of prior year general provisions for economic factors related to the pandemic and provision for a certain customer.

Write-offs against allowance in the year ended December 31, 2023 were related to a customer in Brazil and allowance on receivables that were subsequently sold in the current year.

Other in the year ended December 31, 2023 is due primarily to reclassifications.

Revaluation losses of $76 million for the year ended December 31, 2023 were related to investments in the alternative protein category and precision fermentation.

Revaluation gains and losses are recorded in interest and investment income in the Company’s consolidated statements of earnings.

As of December 31, 2023, the cumulative amounts of upward and downward adjustments were $113 million and $76 million, respectively.

The goodwill impairment charge recorded during the year ended December 31, 2023 of $137 million was related to the Animal Nutrition reporting unit that was evaluated for impairment using a quantitative assessment.

The Company utilized a third-party valuation specialist to assist management in determining the fair value of the Animal Nutrition reporting unit.

The fair value of the Animal Nutrition reporting unit was estimated based on a combination of discounted cash flows (income approach) and the use of pricing multiples derived from an analysis of comparable public companies multiplied against historical and or anticipated financial metrics (market approach).

As a result of the impairment testing in the fourth quarter of 2023, the Company determined the fair value of the Animal Nutrition reporting unit was below its carrying value.

The decline in the fair value of the Animal Nutrition reporting unit was primarily driven by a higher discount rate due to changes in the underlying business performance and industry conditions as well as the macroeconomic environment, causing a decline in projected cash flows.

ADM has Supplier Payable Programs (“SPP”) with financial institutions which act as its paying agents for payables due to certain of its suppliers.

The Company has neither an economic interest in a supplier’s participation in the SPP nor a direct financial relationship with the financial institutions, and has concluded its obligations to the suppliers, including amounts due and scheduled payment terms, are not impacted by their participation in the SPP.

Accordingly, amounts associated with the SPP continue to be classified in current liabilities in the Company’s consolidated balance sheet and in operating activities in its consolidated statement of cash flows.

The supplier invoices that have been confirmed as valid under the program require payment in full generally within 90 days of the invoice date.

As of December 31, 2023 and 2022, the Company's outstanding payment obligations suppliers had elected to sell to the financial institutions were $274 million and $196 million, respectively.

Changes to the outstanding payment obligations are as follows:

| Beginning, January 1 | | | $ | 196 | |

| Obligations confirmed | | | 1,100 | | |

| Obligations paid | | | (1,022) | | |

| Ending, December 31 | | | $ | 274 | |

Effective December 31, 2024, the Company will be required to adopt the amended guidance of ASC 280, *Segment Reporting*, which improves disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators of capital for more detailed information about a reportable segment’s expenses.

The amended guidance improves reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses and permits entities to disclose more than one measure of a reportable segment’s profitability used by the Chief Operating Decision Maker.

The adoption of the amended guidance will result in expanded disclosures in the Company’s segment and geographic information footnote but will not have an impact on the consolidated financial statements.

Effective December 31, 2025, the Company will be required to adopt the amended guidance of ASC 740, *Income Taxes*, which enhances the transparency and decision usefulness of income tax disclosures.

The amendments address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

| Ag Services | | | $ | 4,110 | | $ | 761 | | $ | 4,871 | | $ | 42,549 | | $ | 47,420 | |

| Crushing | | | 470 | | | — | | | 470 | | | 13,550 | | | 14,020 | | |

| | | | 26,775 | | | | | | 26,223 | | |

| Deferred consideration in securitized receivables | | | — | | | | | | — | | | | | | (4,603) | | |

| Investments in retained interest in securitized receivables | | | — | | | | | | — | | | | | | (2,121) | | |

| Proceeds from retained interest in securitized receivables | | | — | | | | | | — | | | | | | 6,724 | | |

| Supplemental Disclosure of Noncash Investing Activity: | | | | | | | | | | | | | | | | | |

| Retained interest in securitized receivables | | | $ | — | | | | | $ | — | | | | | $ | 4,656 | |

| Balance, December 31, 2019 | | | 557 | | | | | | $ | 2,655 | | | | | $ | 18,958 | | | | | $ | (2,405) | | | | | $ | 17 | | | | | $ | 19,225 | |

| Impact of ASC 326 (see Note 1) | | | | | | | | | | | | | | | (8) | | | | | | | | | | | | | | | | | | (8) | | |

| Balance, January 1, 2020 | | | 557 | | | | | | $ | 2,655 | | | | | $ | 18,950 | | | | | $ | (2,405) | | | | | $ | 17 | | | | | $ | 19,217 | |

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.

ADM’s breadth, depth, insights, facilities and logistical expertise give the Company unparalleled capabilities to meet demand driven by global trends related to food security, health and well-being, and sustainability of the agriculture and food value chains.

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.

The Company is one of the world’s leading producers of ingredients for sustainable nutrition.

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.

Effective January 1, 2020, the Company adopted Accounting Standards Codification (ASC) Topic 326, Financial Instruments - Credit Losses (Topic 326), and recorded a cumulative effect adjustment to retained earnings at January 1, 2020 of $8 million as a result of the adoption of Topic 326.

Prior to January 1, 2020, the Company also valued certain of its agricultural commodity inventories using the last-in, first-out (LIFO) method at the lower of cost or net realizable value.

Effective January 1, 2020, the Company changed the method of accounting for certain of its agricultural commodity inventories from the LIFO method to market value in the Ag Services and Oilseeds segment.

The Company concluded that the accounting change did not have a material effect on prior periods’ financial statements and elected not to apply the change on a retrospective basis.

As a result, the Company recorded a reduction in cost of products sold of $91 million ($69 million after tax, equal to $0.12 per diluted share) for the cumulative effect of the change in the year ended December 31, 2020 with no impact to the statement of cash flows.

The change did not have a material impact on the Company’s results for the year ended December 31, 2020.

If the Company had not made the accounting change, the effect of LIFO valuation on ADM’s operating results would have been an increase in cost of goods sold of $147 million ($113 million after tax, equal to $0.20 per diluted share) in the year ended December 31, 2020, with no impact to the consolidated statement of cash flows.

As of December 31, 2022, the cumulative amount of upward adjustments is $113 million.

During 2020, the Company temporarily idled certain of its corn processing assets where ethanol is produced and performed a quantitative impairment assessment of those assets, resulting in no impairment charges.

The Company restarted the 2020 idled facilities in April 2021.

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.

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.

The temporarily idled property, plant, and equipment, which is immaterial, are not considered impaired.

| Ag Services | | | $ | 3,108 | | $ | 423 | | $ | 3,531 | | $ | 29,195 | | $ | 32,726 | |

| Crushing | | | 467 | | | — | | | 467 | | | 9,126 | | | 9,593 | | |

| Total Ag Services and Oilseeds | | | 5,670 | | | 423 | | | 6,093 | | | 43,623 | | | 49,716 | | |

| Starches and Sweeteners | | | 4,756 | | | — | | | 4,756 | | | 1,631 | | | 6,387 | | |

| Total Carbohydrate Solutions | | | 6,841 | | | — | | | 6,841 | | | 1,631 | | | 8,472 | | |

| Total Revenues | | | $ | 18,678 | | $ | 423 | | $ | 19,101 | | $ | 45,254 | | $ | 64,355 | |

During the year ended December 31, 2020, the Company acquired Yerbalatina and the remaining 70% interest in Anco Animal Nutrition Competence GmbH (“Anco”) for an aggregate cash consideration of $15 million.

The aggregate cash consideration of these acquisitions plus the $3 million acquisition-date value of the Company’s previously held equity interest in Anco, were allocated as follows:

| Working capital | | | $ | 16 | |

| Aggregate cash consideration plus acquisition-date fair value of previously held equity interest | | | $ | 18 | |

[removed: As of December 31, 2022, an] [added: An] evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and [added: interim] Chief Financial Officer, of the effectiveness of the design and operation of the Company’s [removed: “disclosure] [added: disclosure] controls and [removed: procedures” (as] [added: procedures, as such term is] defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange [removed: Act”)).][added: Act”), as of December 31, 2023.]

[removed: As part of this transformation, the] [added: The] Company is implementing a new enterprise resource planning (ERP) system on a worldwide basis, which is expected to occur in phases over the next several years.

The Company [removed: continues to consider changes] [added: has appropriately considered this change] in its design of and testing for effectiveness of internal controls over financial reporting and concluded, as part of the evaluation described [removed: in the above paragraph, that] [added: above,] the implementation of the new ERP system [added: in these instances] has not materially affected its internal control over financial reporting.

[removed: Archer-Daniels-Midland] [added: The] Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules [removed: 13a-15(f).][added: 13a-15(f) and 15d-15(f).]

Under the supervision and with the participation of management, including [removed: its] [added: the Company’s] Chief Executive Officer and [added: interim] Chief Financial Officer, the Company’s management assessed the design and operating effectiveness of [added: the Company’s] internal control over financial reporting as of December 31, [removed: 2022] [added: 2023,] based on the framework set forth in [removed: *Internal] [added: Internal] Control-Integrated [removed: Framework*] [added: 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 [added: not] effective as of December 31, [removed: 2022.][added: 2023 and 2022, due to the material weakness described below.]

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: 2022.][added: 2023.]

| /s/ Juan R. Luciano Juan R. Luciano Chairman, Chief Executive Officer, and President | | | /s/ [removed: Vikram Luthar Vikram Luthar] [added: Ismael Roig Ismael Roig] Senior Vice President and [added: Interim] Chief Financial Officer | | |

Evaluation of Disclosure Controls and Procedures

Based on that evaluation, the Company’s Chief Executive Officer and interim Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2023 and 2022, due to the material weakness described below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Because the control deficiency described below could have resulted in a material misstatement of its annual or interim financial statements, the Company determined that this deficiency constitutes a material weakness.

During the fourth quarter of 2023, in connection with the Investigation, the Company identified a material weakness in its internal control over financial reporting related to the Company’s accounting practices and procedures for intersegment sales.

The material weakness resulted from inadequate controls that allowed for certain intersegment sales to be reported at amounts that were not in accordance with ASC 606, *Revenue from Contracts with Customers*.

Specifically, the Company did not have adequate controls in place around measurement of certain intersegment sales between the Nutrition reporting segment and the Ag Services and Oilseeds and Carbohydrate Solutions reporting segments.

The absence of adequate controls with respect to the reporting of intersegment sales impacted the accuracy of the Company’s segment disclosures and review controls over projected financial information utilized in goodwill and other long-lived asset impairment tests.

Notwithstanding such material weakness in internal control over financial reporting, the Company’s Chief Executive Officer and interim Chief Financial Officer have concluded that the Company’s Consolidated Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations, and cash flows for the periods presented in conformity with GAAP.

Item 9A.

CONTROLS AND PROCEDURES (Continued)

Remediation Plan

The Company is implementing enhancements to its internal controls to remediate the identified material weakness in its internal control over financial reporting related to the Company’s accounting practices and procedures for intersegment sales and to enhance the reliability of its financial statements with respect to the pricing and reporting of such sales.

Specifically, the Company is: (i) enhancing the Company’s accounting policies with respect to the measurement of intersegment sales; (ii) improving and documenting the Company’s pricing guidelines for intersegment sales; (iii) enhancing the design and documentation of the execution of pricing and measurement controls for segment disclosure purposes and projected financial information used in impairment analyses; and (iv) increasing training for relevant personnel on the measurement of and application of relevant accounting guidance to intersegment sales.

While the Company believes that these efforts will improve its internal control over financial reporting, the Company will not be able to conclude whether the steps the Company is taking will remediate the material weakness in internal control over financial reporting until a sustained period of time has passed to allow management to test the design and operational effectiveness of the new and enhanced controls.

Changes in Internal Control Over Financial Reporting

In 2023, the Company deployed the ERP system to 18 legal entities.

Except for the material weakness described above and the related remediation measures that are being implemented, there have been no changes in internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

During 2018, the Company launched 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.

During 2022, there were no deployments of the ERP system.

None of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction, or written plan for the purchase or sale of ADM’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended December 31, 2023.

None.

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,” [added: and] “Report of the Audit [removed: Committee,” and “Director Evaluations; Delinquent Section 16(a) Reports,”] [added: Committee”] of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before [removed: May 1, 2023] [added: April 29, 2024] and is incorporated herein by reference.

| | | | Benjamin I. Bard | | | | | | Vice President and Chief [added: Integrity Officer from December 2023. Vice President and Chief] Audit Executive since June 2021. Global Chief Compliance Officer [removed: since] [added: from] January [removed: 2014.] [added: 2014 to December 2023.] | | | | | | [removed: 49] [added: 50] | | |

| | | | 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. [removed: Vice President, Sourcing Operations & Compliance at Honeywell Aerospace from March 2015 to March 2017.] | | | | | | [removed: 51] [added: 52] | | |

| | | | Christopher M. Cuddy | | | | | | Senior Vice President of the Company since May 2015. President, Carbohydrate Solutions business unit since March 2015. | | | | | | [removed: 49] [added: 50] | | |

| | | | Pierre-Christophe Duprat | | | | | | President, [removed: Biosolutions and] International Corn [added: Milling] since August 2022. President, [added: BioSolutions from August 2022 to January 2024. 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 [removed: 2022.] [added: 2018.] | | | | | | [removed: 55] [added: 59] | | |

| | | | 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. | | | | | | [removed: 60] [added: 61] | | |

| | | | 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. | | | | | | [removed: 44] [added: 45] | | |

| | | | Leticia Goncalves | | | | | | President, [added: Precision Fermentation and ADM Ventures since November 2023. President,] Global Foods [removed: since] [added: from] March [removed: 2021.] [added: 2021 to November 2023.] 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. | | | | | | [removed: 48] [added: 49] | | |

| | | | Domingo Lastra | | | | | | President, South America since July 2017. [removed: Vice President, Integration and Strategy from March 2016 to July 2017.] | | | | | | [removed: 54] [added: 55] | | |

| | | | Juan R. Luciano | | | | | | [removed: Chairman] [added: Chair] of the Board of Directors since January 2016. Chief Executive Officer and President since January 2015. | | | | | | [removed: 61] [added: 62] | | |

| | | | Vikram Luthar | | | | | | [added: Placed on administrative leave effective January 19, 2024.] Senior Vice President of the Company since March 2015. Chief Financial Officer since April 2022. Head of Investor Relations from June 2021 to July 2022. Chief Financial Officer, Nutrition from January 2020 to April 2022. President, Health & Wellness from March 2018 to January 2020. President, Bioactives from February 2017 to March 2018. [removed: President, Enzymes from December 2015 to February 2017. CFO, Corn Processing business unit from March 2014 to February 2017.] | | | | | | [removed: 56] [added: 57] | | |

| | | | [removed: Vincent F. Macciocchi] [added: Ian Pinner] | | | | | | Senior Vice President of the Company [removed: and] [added: since January 2020.] President, Nutrition business unit [removed: since May 2015.] [added: and] Chief Sales and Marketing Officer since [added: November 2023. Chief Strategy and Innovation Officer from] January [added: 2020 to November 2023. President, Health and Wellness from January 2020 to March 2021. Vice President, Growth and Strategy from August 2018 to January] 2020. [added: Chief Growth Officer from July 2017 to August 2018.] | | | | | | [removed: 57] [added: 51] | | |

| | | | 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: 51] [added: 52] | | |

| | | | Ismael Roig | | | | | | Senior Vice President of the Company since December 2015. [added: Interim Chief Financial Officer since January 2024.] President, Animal Nutrition [removed: since] [added: from] August [removed: 2022.] [added: 2022 to January 2024.] President, ADM Europe, Middle East, and Africa (EMEA) [removed: since] [added: from] August [removed: 2018.] [added: 2018 to January 2024. President, International Corn Milling from August 2018 to August 2022.] Chief Strategy Officer from December 2015 to August 2018. [removed: Chief Sustainability Officer from May 2015 to March 2017.] | | | | | | [removed: 55] [added: 56] | | |

| | | | Joseph D. Taets | | | | | | Senior Vice President of the Company since August 2011. President, [added: Animal Nutrition since February 2024. Senior Vice President, Nutrition Operations since December 2023. President,] Asia Pacific [removed: since] [added: from] May [removed: 2021.] [added: 2021 to December 2023.] 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: 57] [added: 58] | | |

| | | | Thuy-Nga T. Vo | | | | | | Chief Counsel, Corporate, Securities, and Mergers and Acquisitions and Assistant Secretary since January 2017. [removed: Chief Counsel, Mergers and Acquisitions from May 2013 to January 2017.] | | | | | | [removed: 58] [added: 59] | | |

| | | | Jennifer L. Weber | | | | | | Senior Vice [removed: President and] [added: President,] Chief [removed: Human Resources] [added: People and Diversity] Officer since August 2020. Executive Vice President - Human Resources at Lowe’s Companies, Inc. from March 2016 to April 2020. | | | | | | [removed: 56] [added: 57] | | |

| | | | Regina Bynote Jones | | | | | | Senior Vice President, General Counsel and Secretary since September 2023. Chief Legal Officer at Baker Hughes from April 2020 to September 2023. EVP, General Counsel and Corporate Secretary at Delek US Holdings, Inc. from May 2018 to April 2020. | | | | | | 53 | | |

| | | | Rodolfo Luterman | | | | | | Vice President and Corporate Treasurer since December 2023. Assistant Treasurer from July 2022 to December 2023. Director, Treasury & Credit - South America from May 2022 to December 2022. Regional Treasurer - South America from March 2019 to May 2022. Corporate Finance Manager from January 2016 to March 2019. | | | | | | 41 | | |

| | | | Gary McGuigan | | | | | | President, Asia Pacific since December 2023. Chief Risk Officer from November 2021 to January 2024. President, Global Trade since April 2017. | | | | | | 52 | | |

| | | | Nuria Miguel | | | | | | Senior Vice President and Chief Science Officer since August 2023. Vice President, Human and Animal Nutrition from September 2022 to August 2023. Vice President, Animal Nutrition from September 2020 to September 2022. Director, Technology and Innovation at Hempel A/S from June 2017 to September 2022. | | | | | | 49 | | |

| | | | Dermot O'Grady | | | | | | Senior Vice President, Global Operations since November 2023. Vice President, Oilseeds Operations - EMEA from April 2015 to November 2023. | | | | | | 54 | | |

| | | | Jon Turney | | | | | | President, EMEA Oilseeds and Chief Risk Officer since January 2024. Vice President, Oilseeds Crush EMEA from July 2022 to January 2024. Senior Trading Manager, EU Softseeds and Soybean Crush from February 2012 to June 2022. | | | | | | 45 | | |

| | | | Ronald S. Bandler | | | | | | Vice President and Treasurer since May 2022. Assistant Treasurer from January 1998 to May 2022. | | | | | | 62 | | |

| | | | 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 | | |

| | | | D. Cameron Findlay | | | | | | Senior Vice President, General Counsel, and Secretary since July 2013. | | | | | | 63 | | |

| | | | 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. | | | | | | 50 | | |

| | | | John P. Stott | | | | | | President, ADM Investor Services, Inc. since July 2022. Group Vice President, Finance, Corporate Treasurer, and CFO, Global Technology from March 2021 to May 2022. Group Vice President, Finance and Corporate Controller from August 2014 to March 2021. | | | | | | 55 | | |

| | | | Todd Werpy | | | | | | Senior Vice President and Chief Science Officer since January 2020. Senior Vice President and Chief Technology Officer from March 2015 to January 2020. | | | | | | 60 | | |

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: May 1, 2023,] [added: April 29, 2024,] and is incorporated herein by reference.

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: 2022”] [added: 2023”] of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before [removed: May 1, 2023,] [added: April 29, 2024,] and is incorporated herein by reference.

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: May 1, 2023,] [added: April 29, 2024,] and is incorporated herein by reference.

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: May 1, 2023,] [added: April 29, 2024,] and is incorporated herein by reference.

(3ii)[Bylaws, as amended through November 2, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm)][added: 2022](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm) [](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm)[(](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm)[incorporate](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm)[d](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm) [by referen](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm)[ce](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm) [to Exhibit](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm) [(](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm)[3i](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm)[i](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm)[)](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm) [](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm)[to the C](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm)[ompany](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm)[’](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm)[s A](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm)[nnual Report on Form 10](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm)[\-](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm)[K](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm) [filed on Feb](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm)[ruary 14, 2023)](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm)[.](http://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex3ii_20221231x10k.htm)]

(i)[Description of Securities of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex4i_20221231x10k.htm)][added: Registrant](https://www.sec.gov/Archives/edgar/data/7084/000000708424000009/adm-ex4i_20231231x10k.htm)]

the [removed: $400,000,000] [added: $750,000,000] – [removed: 3.375%] [added: 2.900%] Notes due March [removed: 15, 2022,][added: 1, 2032, and]

the $750,000,000 – 3.250% Notes due September 15, 2051, [removed: and]

[removed: (v)Copies] [added: (vi)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.

| December 31, 2023 | | | $ | 199 | | | | | 6 | | | | | | (28) | | | | | | 38 | | | | | | $ | 215 | |

| December 31, 2023 | | | $ | 209 | | | | | 58 | | | | | | (51) | | | | | | — | | | | | | $ | 216 | |

the $500,000,000 – 4.500% Notes due August 15, 2033

(v)[Indenture](http://www.sec.gov/Archives/edgar/data/7084/000119312523194612/d451147dex43.htm)[, dated as of July 26, 2023, by and between the Company and Deutsche Bank Tru](http://www.sec.gov/Archives/edgar/data/7084/000119312523194612/d451147dex43.htm)[st](http://www.sec.gov/Archives/edgar/data/7084/000119312523194612/d451147dex43.htm) [Company Americas, as](http://www.sec.gov/Archives/edgar/data/7084/000119312523194612/d451147dex43.htm) [T](http://www.sec.gov/Archives/edgar/data/7084/000119312523194612/d451147dex43.htm)[rustee (inco](http://www.sec.gov/Archives/edgar/data/7084/000119312523194612/d451147dex43.htm)[rpora](http://www.sec.gov/Archives/edgar/data/7084/000119312523194612/d451147dex43.htm)[ted by reference to E](http://www.sec.gov/Archives/edgar/data/7084/000119312523194612/d451147dex43.htm)[xhibit 4.3 to the Company’s Registration Statement](http://www.sec.gov/Archives/edgar/data/7084/000119312523194612/d451147dex43.htm) [on Form S-3 filed on July 26, 2023).](http://www.sec.gov/Archives/edgar/data/7084/000119312523194612/d451147dex43.htm)

Item 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)

(xiii)[Form of Restricted Stock Unit Award Agreement for U.S. Employees under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(ii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10ii.htm)

(xiv)[Form of Stock Option Agreement for Named Executive Officers under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(iii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10iii.htm)

(xv)[Form of Restricted Stock Unit Award Agreement for Named Executive Officers under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(iv) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10iv.htm)

(xvi)[Form of Stock Option Agreement for International Employees under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(v) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10v.htm)

(xvii)[Form of Restricted Stock Unit Award Agreement for International Employees under the Company](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10vi.htm)’[s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(vi) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10vi.htm)

(xviii)[Form of Performance Share Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(vii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10vii.htm)

(xix)[Form of Performance Share Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan for grant to J.

Luciano (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 25, 2011).](https://www.sec.gov/Archives/edgar/data/7084/000095012311029013/c63701exv10w1.htm)

(xx)[Form of Nonqualified Stock Option Award Agreement for Executive Officers under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex101_2016930xq3.htm)

(xxi)[Form of Nonqualified Stock Option Award Agreement for U.S. Employees under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex102_2016930xq3.htm)

(xxii)[Form of Restricted Stock Unit Award Agreement for Executive Officers under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016)](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex103_2016930xq3.htm).

(xxiii)[Form of Restricted Stock Unit Award Agreement for U.S. Employees under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex104_2016930xq3.htm)

(xxiv)[Form of Restricted Stock Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).](https://www.sec.gov/Archives/edgar/data/7084/000000708417000015/adm-ex101_2017331xq1.htm)

(xxv)[Form of Performance Share Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).](https://www.sec.gov/Archives/edgar/data/7084/000000708417000015/adm-ex102_2017331xq1.htm)

(xxvi)[ADM Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on May 15, 2018).](https://www.sec.gov/Archives/edgar/data/7084/000119312518164162/d566915dex43.htm)

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| December 31, 2020 | | | $ | 110 | | | | | 47 | | | | | | (66) | | | | | | 9 | | | | | | $ | 100 | |

| December 31, 2020 | | | $ | 325 | | | | | 14 | | | | | | — | | | | | | — | | | | | | $ | 339 | |

the $750,000,000 – 2.900% Notes due March 1, 2032

[removed: (xiii)[Form] [added: (xxxi)[Form] of Restricted Stock Unit Award Agreement [removed: for U.S. Employees] under the Company’s [removed: 2009] [added: 2020] Incentive [removed: Compensation] Plan (incorporated by reference to Exhibit [removed: 10(ii)] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2013).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10ii.htm)][added: 2022).](http://www.sec.gov/Archives/edgar/data/7084/000000708422000013/adm-ex102_2022331xq1.htm)]

[removed: (xiv)[Form] [added: (xxx)[Form] of [removed: Stock Option] [added: Performance Share Unit Award] Agreement [removed: for Named Executive Officers] under the Company’s [removed: 2009] [added: 2020] Incentive [removed: Compensation] Plan (incorporated by reference to Exhibit [removed: 10(iii)] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2013).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10iii.htm)][added: 2022).](http://www.sec.gov/Archives/edgar/data/7084/000000708422000013/adm-ex101_2022331xq1.htm)]

[removed: (xv)[Form] [added: (xxxii)[Form] of [removed: Restricted Stock] [added: Performance Share] Unit [removed: Award Agreement for Named Executive Officers] [added: Awar](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex1012023331x10q.htm)[d Agreeme](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex1012023331x10q.htm)[nt] under the [removed: Company’s 2009] [added: C](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex1012023331x10q.htm)[ompany](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex1012023331x10q.htm)[’](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex1012023331x10q.htm)[s](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex1012023331x10q.htm) [2020] Incentive Compensation Plan (incorporated by reference to Exhibit [removed: 10(iv) to the] [added: 10.1 to](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex1012023331x10q.htm) [](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex1012023331x10q.htm)[the] Company’s Quarterly Report on Form 10-Q [removed: for] [added: fo](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex1012023331x10q.htm)[r] the quarter ended [removed: March] [added: Marc](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex1012023331x10q.htm)[h] 31, [removed: 2013).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10iv.htm)][added: 2023](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex1012023331x10q.htm)[)](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex1012023331x10q.htm)[.](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex1012023331x10q.htm)]

(21)[Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex21_20221231x10k.htm).][added: Company](https://www.sec.gov/Archives/edgar/data/7084/000000708424000009/adm-ex21_20231231x10k.htm).]

(23)[Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex23_20221231x10k.htm)][added: Firm.](https://www.sec.gov/Archives/edgar/data/7084/000000708424000009/adm-ex23_20231231x10k.htm)]

(24)[Powers of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/7084/000000708423000010/adm-ex24_20221231x10k.htm)][added: Attorney.](https://www.sec.gov/Archives/edgar/data/7084/000000708424000009/adm-ex24_20231231x10k.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/7084/000000708423000010/adm-ex311_20221231x10k.htm)][added: amended.](https://www.sec.gov/Archives/edgar/data/7084/000000708424000009/adm-ex311_20231231x10k.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/7084/000000708423000010/adm-ex312_20221231x10k.htm)][added: amended.](https://www.sec.gov/Archives/edgar/data/7084/000000708424000009/adm-ex312_20231231x10k.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/7084/000000708423000010/adm-ex321_20221231x10k.htm)][added: 2002.](https://www.sec.gov/Archives/edgar/data/7084/000000708424000009/adm-ex321_20231231x10k.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/7084/000000708423000010/adm-ex322_20221231x10k.htm)][added: 2002.](https://www.sec.gov/Archives/edgar/data/7084/000000708424000009/adm-ex322_20231231x10k.htm)]

(xxxiii)[F](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex102_2023331x10q.htm)[orm of Restr](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex102_2023331x10q.htm)[icted Stock Unit Award](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex102_2023331x10q.htm) [Agreeme](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex102_2023331x10q.htm)[nt under the Co](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex102_2023331x10q.htm)[mpany’s 2020](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex102_2023331x10q.htm) [In](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex102_2023331x10q.htm)[centive Comp](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex102_2023331x10q.htm)[ensation Plan (inco](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex102_2023331x10q.htm)[rporated by refere](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex102_2023331x10q.htm)[nce to Exhibit 10.2 to](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex102_2023331x10q.htm) [the Compa](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex102_2023331x10q.htm)[ny’s Quarterly Rep](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex102_2023331x10q.htm)[ort on Form 10-Q for the](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex102_2023331x10q.htm) [quarter ended March 31, 2023).](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex102_2023331x10q.htm)

(97) [Policy Relat](https://www.sec.gov/Archives/edgar/data/7084/000000708424000009/adm-ex97_20231231x10k.htm)[ing to Recovery of Erroneously Awarded Comp](https://www.sec.gov/Archives/edgar/data/7084/000000708424000009/adm-ex97_20231231x10k.htm)[ensation](https://www.sec.gov/Archives/edgar/data/7084/000000708424000009/adm-ex97_20231231x10k.htm)

(xvi)[Form of Stock Option Agreement for International Employees under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(v) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10v.htm)

(xvii)[Form of Restricted Stock Unit Award Agreement for International Employees under the Company](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10vi.htm)’[s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(vi) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10vi.htm)

(xviii)[Form of Performance Share Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(vii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).](http://www.sec.gov/Archives/edgar/data/7084/000000708413000022/exhibit10vii.htm)

(xix)[Form of Performance Share Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan for grant to J.

Luciano (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 25, 2011).](https://www.sec.gov/Archives/edgar/data/7084/000095012311029013/c63701exv10w1.htm)

(xx)[Form of Nonqualified Stock Option Award Agreement for Executive Officers under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex101_2016930xq3.htm)

(xxi)[Form of Nonqualified Stock Option Award Agreement for U.S. Employees under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex102_2016930xq3.htm)

(xxii)[Form of Restricted Stock Unit Award Agreement for Executive Officers under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016)](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex103_2016930xq3.htm).

(xxiii)[Form of Restricted Stock Unit Award Agreement for U.S. Employees under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).](https://www.sec.gov/Archives/edgar/data/7084/000000708416000076/adm-ex104_2016930xq3.htm)

(xxiv)[Form of Restricted Stock Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).](https://www.sec.gov/Archives/edgar/data/7084/000000708417000015/adm-ex101_2017331xq1.htm)

(xxv)[Form of Performance Share Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).](https://www.sec.gov/Archives/edgar/data/7084/000000708417000015/adm-ex102_2017331xq1.htm)

(xxvi)[ADM Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on May 15, 2018).](https://www.sec.gov/Archives/edgar/data/7084/000119312518164162/d566915dex43.htm)

| | | | | | |

| --- | --- | --- | --- | --- | --- |

Item 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)

(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 March 31, 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)

(xxxi)[Form of Restricted Stock Unit Award Agreement under the Company’s 2020 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 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: SIGNATURES][added: SIGNATURES]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on [removed: February 14, 2023,] [added: March 12, 2024,] by the following persons on behalf of the Registrant and in the capacities indicated.

| [added: Interim] Chief Financial Officer | | | P. J. Moore*, | | | | | |

| [added: /s/ M. S. Fruit] | | | /s/ D. A. Sandler | | | | | |

| /s/ M.S. Burke | | | [removed: D. A. Sandler*,] [added: L. Z. Schlitz*,] | | | | | |

| /s/ J. C. Collins, Jr. | | | [removed: K. R. Westbrook*,] | | | | | |

| J. C. Collins, Jr.*, | | | [removed: Director] | | | | | |

*Powers of Attorney authorizing [removed: V.][added: I.]