Archer-Daniels-Midland (ADM) 10-K risk factor changes: FY2024 vs FY2023

While [removed: 63%] [added: 64%] of the Company’s long-lived assets are [removed: located] in the United States, the Company also has significant operations in both developed areas (such as Western [removed: Europe, Canada,] [added: Europe] and [removed: Brazil)] [added: Canada)] and emerging market areas.

The Company is subject to industry-specific risks which [removed: include,] [added: include] but are not limited to: launch of new products by other industries that can replace the functionalities of the Company’s production; shifting consumer preferences; and product safety and quality.

In addition, ADM’s [removed: increased] investment in the flavors and ingredients businesses exposes the Company to [removed: increased] risks related to [removed: rapidly changing consumer preferences] [added: innovation, adaptation,] and [removed: the impacts these changes could have on] [added: product claims to meet] the [removed: success of certain] [added: changing requirements] of [removed: the Company’s] [added: its] customers.

[removed: Item 1A.][added: Item 8.]

The Company has a Chief Risk Officer who oversees the ERM Program and regularly reports to the Board of Directors [added: through the Audit Committee, which assists the Board in its oversight of the Company's ERM program,] on the myriad of risks facing the Company and the Company’s strategies for mitigating those risks.

The Company’s risk monitoring efforts may not be successful at detecting a significant risk [removed: exposure.][added: exposure, and such exposure could adversely affect the Company’s operating results.]

The Company does business globally, connecting crops and markets in over [removed: 190] [added: 180] countries, and is required to comply with laws and regulations administered by the United States federal government as well as state, local, and non-U.S. governmental authorities in numerous areas including: accounting and income taxes, anti-corruption, anti-bribery, global trade, trade sanctions, privacy and security, environmental, product [added: compliance and] safety, and handling and production of regulated substances.

[removed: For example, the] [added: 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 [removed: basis and for which many jurisdictions have now committed to an effective enactment date starting January 1, 2024.][added: basis.]

Agricultural production and trade flows are subject to government policies, mandates, regulations, and trade agreements, including [removed: taxes,] [added: taxes and tax credits,] tariffs, duties, subsidies, incentives, foreign exchange rates, and import and export restrictions, including policies related to genetically modified organisms, traceability standards, sustainable practices, product safety and labeling, renewable fuels, [removed: and] low carbon fuel [removed: mandates.][added: mandates, and technology related to energy production and/or emissions reductions.]

For example, changes in government [removed: policies or regulations] [added: policies, tax credits, and/or regulation] of ethanol and [removed: biodiesel] [added: biodiesel,] including, but not limited to, [removed: changes in] the [added: Clean Fuels Production Tax Credit and the] Renewable Fuel Standard [removed: program] under the Energy Independence and Security Act of 2007 in the United States, including the treatment of small refinery exemptions, can have an impact on the Company’s operating results.

Information technology [removed: (IT)] systems are subject to interruptions or failures which may affect the Company’s ability to conduct its business.

The Company’s IT systems, processes, and sites may suffer [removed: cyber security] [added: cybersecurity] breaches, which could expose the Company to operational and various regulatory risks.

Increased IT security and social engineering threats and more sophisticated computer crime, including advanced persistent threats, pose a potential risk to the security of the Company’s IT systems, networks, and services, as well as the confidentiality, availability, and integrity of the Company’s [removed: third party] [added: third-party] data.

The Company is subject to a variety of laws and regulations in the United States and other jurisdictions regarding [added: artificial intelligence (AI),] privacy, data protection, and data security, including those related to the collection, storage, handling, use, disclosure, transfer, and security of personal data.

Compliance with and interpretation of various data privacy regulations continue to [removed: evolve] [added: evolve,] and any violation could subject the Company to legal claims, regulatory penalties, and damage to its reputation.

[removed: However, if] [added: 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 recovery 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 risks described below, as well as the other information contained in this Annual Report on Form 10-K, should be carefully considered.

Any one or more of such risks could materially and adversely affect the Company’s business, financial condition, results of operations, and stock price and could cause actual results of operations and financial condition to vary materially from past or anticipated future results of operations and financial condition.

Additional risks and uncertainties not presently known to the Company or that the Company currently believes to be immaterial may also adversely affect the Company.

Operational Risks

The Company is exposed to potential business disruption which could adversely affect the Company’s operating results.

The assets and operations of the Company could be subject to unplanned downtime or extensive property damage and business disruption from various events which include, but are not limited to, equipment failure, raw material shortages, natural disasters, severe weather conditions, accidents, explosions, fires, or other unexpected outages.

The Company may not be able to resolve emergencies timely or effectively, and the associated liability which could result from these risks may not always be covered by or could exceed liability insurance.

The Company’s operations rely on dependable and efficient transportation services, the disruption of which could result in difficulties supplying materials to the Company’s facilities and impair the Company’s ability to deliver products to its customers in a timely manner.

The Company relies on access to navigable rivers and waterways in order to fulfill its transportation obligations more effectively.

In addition, if certain non-agricultural commodity raw materials, such as water or certain chemicals used in the Company’s processing operations, are not available, the Company’s business could be disrupted.

Any major lack of available water for use in certain of the Company’s processing operations could have a material adverse impact on operating results.

Certain factors which may impact the availability of non-agricultural commodity raw materials are out of the Company’s control including, but not limited to, disruptions resulting from weather, high or low river water conditions, economic conditions, border closures, manufacturing delays or disruptions at suppliers, shortage of materials, interruption of energy supply, and unavailable or poor supplier credit conditions.

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 prices, inflationary pressures, and certain logistic constraints.

The Company’s processing plants are powered principally by electricity, natural gas, and coal.

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

Significant increases in the cost or access of these items, including any consequences of regulation or taxation of greenhouse gases, could adversely affect the Company’s production costs and operating results.

Human capital availability may not be sufficient to effectively support global operations.

ADM’s global operations function with skilled individuals necessary for the processing, warehousing, and shipping of raw materials for products used in other areas of manufacturing or sold as inputs or products to third-party customers.

The availability of skilled trade and production workers has been a specific focus for the manufacturing industry.

The inability to properly staff manufacturing facilities with skilled trades and hourly labor due to a limited number of qualified resources could negatively impact operations.

*[Table of Contents](#i731d6810529548b4b43db02179f7869f_10)*

ARCHER-DANIELS-MIDLAND COMPANY

PART I

The Company may fail to realize the benefits of or experience delays in the execution of its growth strategy.

As the Company executes its growth strategy, through both organic and inorganic growth, it may encounter risks which could result in increased costs, decreased revenues, and delayed synergies.

Growth in new geographies outside the U.S. can expose the Company to volatile economic, political, and regulatory risks that may negatively impact its operations and ability to achieve its growth strategy.

Expanding businesses where the Company has limited presence may expose the Company to risks related to the inability to identify an appropriate partner or target and favorable terms, inability to retain/hire strategic talent, or integration risks that may require significant management resources that would have otherwise been available for ongoing growth or operational initiatives.

Acquisitions may involve unanticipated delays, costs, and other problems.

Due diligence performed prior to an acquisition may not identify a material liability or issue that could impact the Company’s reputation or adversely affect results of operations resulting in a reduction of the anticipated acquisition benefits.

Additionally, acquisitions may involve integration risks such as: internal control effectiveness, system integration risks, the risk of impairment charges related to goodwill and other intangibles, ability to retain acquired employees, and other unanticipated risks.

The Company may fail to realize the operational or financial benefits expected from acquisitions, which may impact the Company’s growth strategy.

The Company has limited control over and may not realize the expected benefits of its equity investments and joint ventures and may not be able to monetize the investments at an attractive value when the Company decides to exit the investments.

The Company has invested in or advanced funds to joint ventures and investments over which the Company has limited control as to governance and management activities (see Part II.

Note 8.

Investments in and Advances to Affiliates for investment balances and related net sales amounts).

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; the risk that the Company may not be able to resolve disputes with the partners; and the risk that the Company may not realize the operational or financial benefits expected from the investment.

The Company may encounter unanticipated operating issues, financial results, or compliance and reputational risks related to these investments.

The Company faces risks related to health epidemics, pandemics, and similar outbreaks.

The Company could be materially impacted in the future if a health epidemic, pandemic, or similar outbreak would arise causing severe disruptions.

The Company mitigates this risk in many ways, including country risk and exposure analysis, government relations and tax compliance activities, and robust ethics compliance training requirements.

Competition impacts the Company’s ability to generate and increase its gross profit as a result of the following factors: Pricing of the Company’s products is partly dependent upon industry processing capacity, which is impacted by competitor actions to bring idled capacity on-line, build new production capacity or execute aggressive consolidation; many of the products bought and sold by the Company are global commodities or are derived from global commodities that are highly price competitive and, in many cases, subject to substitution; significant changes in exchange rates of foreign currencies versus the U.S. dollar, particularly the currencies of major crop growing countries, could also make goods and products of these countries more competitive than U.S. products; improved yields in different crop growing regions may reduce the reliance on origination territories in which the Company has a significant presence; and continued merger and acquisition activities resulting in further consolidations could result in greater cost competitiveness and global scale of certain players in the industry, especially when acquirers are state-owned and/or backed by public funds and have profit and return objectives that may differ from publicly traded enterprises.

To compete effectively, the Company focuses on safely improving efficiency in its production and distribution operations, developing and maintaining appropriate market presence, maintaining a high level of product safety and quality, supporting socially responsible and sustainable practices, promoting environmental responsibility, and working with customers to develop new products and tailored solutions.

The Company continually assesses opportunities and demand in various regions.

| | | | | | |

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

RISK FACTORS (Continued)

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

The Company regularly reports its aggregate commodity risk exposures to the Board of Directors through the ERM process.

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

If these controls and strategies are not successful in mitigating the Company’s exposure to these fluctuations, it could adversely affect the Company’s operating results.

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.

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 will improve the efficiency and effectiveness of certain financial and business transaction processes and the underlying systems environment.

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

The Company has put in place security measures to endeavor to prevent, detect, and mitigate cyber-based attacks, and has instituted control procedures for cybersecurity incident response plans for its critical systems.

In addition, the Company monitors this risk on an ongoing basis to detect and correct 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.

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.

In connection with the [removed: Investigation,] [added: Company’s previously disclosed internal investigation regarding certain accounting practices and procedures with respect to its Nutrition reporting segment, including as related to certain intersegment sales (the “Investigation”)] the Company identified certain intersegment sales that [added: 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.

[removed: Impact of] [added: In] the [removed: Adjustments on] Ag Services and Oilseeds [removed: Segment on Segment Operating Profit][added: segment, segment operating profit decreased 40%.]

[removed: Impact of] [added: In] the [removed: Adjustments on] Carbohydrate Solutions [removed: Segment Operating Profit][added: segment, segment operating profit was flat compared to the prior year.]

[removed: Impact of] [added: In] the [removed: Adjustments on] Nutrition [removed: Segment Operating Profit][added: segment, segment operating profit decreased 9%.]

[removed: Item 7.][added: Item 8.]

[removed: MANAGEMENT’S DISCUSSION AND ANALYSIS OF] [added: OF] FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS (Continued)][added: OPERATIONS]

In connection with the Investigation, the Company identified a material weakness in the Company’s internal control over financial reporting related to its accounting practices and procedures for [removed: intersegment sales.][added: segment disclosures.]

*Market Factors Influencing Operations or Results in the Twelve Months Ended December 31, [removed: 2023*][added: 2024*]

The Company is subject to a variety of market factors which affect the Company’s operating [removed: results.][added: results, including those discussed below related to 2024.]

In [added: the] Carbohydrate [removed: Solutions,] [added: Solutions segment,] demand for starches and sweeteners remained solid with [removed: stronger overall] margins [removed: due to specialty products pricing.][added: remaining steady across the entire portfolio.]

In [removed: Nutrition,] [added: the Nutrition segment,] demand was [removed: softer] [added: mixed] in a few food and beverage product [removed: categories.][added: categories driven by shifts in consumer discretionary spend and preferences.]

[removed: *Year] [added: Year] Ended December 31, [removed: 2023] [added: 2024] Compared to Year Ended December 31, [removed: 2022*][added: 2023]

[removed: Segment] [added: Total segment] operating profit [removed: decreased 10% or $0.6 billion, to $5.9 billion, and included a net charge of $344 million consisting of] [added: (a non-GAAP measure) in 2023 excluded] asset [removed: impairment and restructuring charges] [added: impairment, restructuring,] and net settlement contingencies [removed: totaling] [added: of] $361 [removed: million] [added: million,] and a gain on the sale of certain assets of $17 million.

Income taxes of [removed: $828] [added: $476] million decreased [removed: $40] [added: $352] million.

The Company’s effective tax rate for [removed: 2023] [added: 2024] was [removed: 19.3%] [added: 21.1%] compared to [removed: 16.6%] [added: 19.3%] for [removed: 2022.][added: 2023.]

The [removed: change] [added: increase] in the [added: effective] rate was [removed: due] [added: driven] primarily [removed: to] [added: by the impairment of the Company’s investment in Wilmar and] changes in the [added: Company's] geographic mix of [removed: pretax] earnings.

Processed volumes by product for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] are as follows (in metric tons):

| (In thousands) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Change | | |

Revenues [removed: by segment] for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022 are] [added: 2023, were] as [removed: follows:][added: follows (in millions):]

| [removed: (In millions)] | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Change | | |

| [added: Total] Ag Services and Oilseeds | | | [added: 66,516] | | | | | | [added: 73,426] | | | | | | [added: (6,910)] | | |

| Refined Products and Other | | | [removed: 11,986] [added: 10,597] | | | | | | [removed: 13,243] [added: 11,986] | | | | | | [removed: (1,257)] [added: (1,389)] | | |

| Total Ag Services and Oilseeds | | | [removed: 73,426] [added: $] | [added: 2,447] | | | | | [removed: 79,563] [added: $] | [added: 4,067] | | | | | [removed: (6,137)] [added: $] | [added: (1,620)] | |

| [added: Total] Carbohydrate Solutions | | | [added: $] | [added: 1,376] | | | | | [added: $] | [added: 1,375] | | | | | [added: $] | [added: 1] | |

| Starches and Sweeteners | | | [removed: 9,885] [added: 8,587] | | | | | | [removed: 10,251] [added: 9,885] | | | | | | [removed: (366)] [added: (1,298)] | | |

| Vantage Corn Processors | | | [removed: 2,989] [added: 2,647] | | | | | | [removed: 3,710] [added: 2,989] | | | | | | [removed: (721)] [added: (342)] | | |

| Total Carbohydrate Solutions | | | [removed: 12,874] [added: 11,234] | | | | | | [removed: 13,961] [added: 12,874] | | | | | | [removed: (1,087)] [added: (1,640)] | | |

| [added: Animal] Nutrition | | | [added: 59] | | | | | | [added: 10] | | | | | | [added: 49] | | |

| Human Nutrition | | | [removed: 3,634] [added: 3,944] | | | | | | [removed: 3,769] [added: 3,634] | | | | | | [removed: (135)] [added: 310] | | |

| Animal Nutrition | | | [removed: 3,577] [added: 3,405] | | | | | | [removed: 3,867] [added: 3,577] | | | | | | [removed: (290)] [added: (172)] | | |

| Total Nutrition | | | [removed: 7,211] [added: 7,349] | | | | | | [removed: 7,636] [added: 7,211] | | | | | | [removed: (425)] [added: 138] | | |

| Other Business | | | [removed: 424] [added: 431] | | | | | | [removed: 396] [added: 424] | | | | | | [removed: 28] [added: 7] | | |

In periods of significant changes in market prices, the underlying performance of the Company is better evaluated by looking at margins since both revenues and cost of products sold, particularly in [added: the] Ag Services and [removed: Oilseeds,] [added: Oilseeds segment,] generally have a relatively equal impact from market price changes which generally result in an insignificant impact to gross profit.

Revenues decreased [removed: $7.6] [added: $8.4] billion to [removed: $93.9] [added: $85.5] billion [removed: due to] [added: driven by] lower sales prices [removed: ($10.3] [added: ($16.0] billion), partially offset by higher sales volumes [removed: ($2.7] [added: ($7.6] billion).

Lower sales prices of [removed: oils,] soybeans, corn, [removed: biodiesel, and farming materials] [added: meal, oils, wheat] and [removed: lower sales volumes of corn,] [added: alcohol,] were partially offset by higher sales volumes of [removed: soybeans] [added: soybeans, corn, oils, wheat, alcohol,] and [removed: biodiesel.][added: flavors.]

Ag Services and Oilseeds revenues decreased [removed: 8%] [added: 9%] to [removed: $73.4] [added: $66.5] billion [removed: due to] [added: driven by] lower sales prices [removed: ($10.1] [added: ($13.5] billion), partially offset by higher sales volumes [removed: ($4.0] [added: ($6.6] billion).

Nutrition revenues [removed: decreased 6%] [added: increased 2%] to [removed: $7.2] [added: $7.3] billion [removed: due to lower] [added: driven by higher] sales volumes [removed: ($0.8 billion),] [added: ($386 million),] partially offset by [removed: higher] [added: lower] sales prices [removed: ($0.4 billion).][added: ($248 million).]

Foreign currency translation impacts [removed: increased] [added: decreased] revenues by [removed: $0.1 billion] [added: $335 million] and cost of goods sold by [removed: $0.1 billion with no impact to] [added: $290 million, decreasing] gross [removed: profit.][added: profit by $45 million.]

Selling, general, and administrative expenses increased [removed: 3%] [added: 7%] to [removed: $3.5] [added: $3.7] billion [removed: due principally to] [added: driven by] higher [removed: salaries] [added: legal] and [added: financing fees, higher salary and] benefit costs, [removed: increased expenses for contracted outside labor,] and [removed: higher professional] [added: increased amortization of intangibles, driven by the Company’s investment in computer software] and [removed: financing fees,] [added: intangibles acquired in business combinations,] partially offset by [added: decreased incentive compensation reflecting] lower [added: Company performance and reduced] provisions for bad debt.

Asset impairment, exit, and restructuring costs increased [removed: $276] [added: $203] million to [removed: $342] [added: $545] million.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the accompanying Consolidated Financial Statements, which can be found in Part II.

Financial Statements and Supplementary Data.

This MD&A generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.

Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 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/A for the fiscal year ended December 31, 2023, filed on November 18, 2024.

Company Overview

Archer-Daniels-Midland Company and its subsidiaries (the "Company" or "ADM") unlock the power of nature to enrich the quality of life.

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

ADM is a premier human and animal nutrition provider, offering one of the industry's broadest portfolios of ingredients and solutions from nature.

The Company is a trailblazer in health and well-being, with an industry-leading range of products for consumers looking for new ways to live healthier lives.

ADM is a cutting-edge innovator, guiding the way to a future of new consumer and industrial solutions.

ADM is a leader in sustainability, scaling across entire value chains to help decarbonize the multiple industries it serves.

Around the globe, the Company's innovation and expertise are meeting critical needs while nourishing quality of life and supporting a healthier planet.

*Reportable Segments*

The Company’s operations are organized, managed, and classified into three reportable segments: Ag Services and Oilseeds, Carbohydrate Solutions, and Nutrition.

See Part II.

Item 8.

Financial Statements and Supplementary Data, Note 17.

Segment and Geographic Information for further details on the nature of our business and our reportable operating segments.

*Strategy*

The Company’s strategic transformation is focused on three strategic pillars: Productivity, Innovation, and Culture.

The Productivity pillar includes (1) partnering across various global teams including procurement, supply chain, operations, and commercial to optimize costs and improve both production volumes and demand fulfillment across the enterprise; (2) implementation of improved standardized business processes and aggressive management of selling, general, and administrative expenses and Corporate costs; (3) portfolio simplification to improve operational performance; and (4) increased use of technology, data analytics, and automation at production facilities, in offices, and with customers to improve efficiencies and customer service.

The Innovation pillar includes expansions and investments in (1) the modernization and digitization of our operations network; (2) sustainability-driven innovation, which encompasses the full range of products, solutions, capabilities, and commitments to serve both customer needs and farmer resilience; and (3) growth initiatives, including organic growth with additional capacity to meet growing market demand and strategic objectives.

The Culture pillar focuses on building capabilities and enabling collaboration, teamwork, and agility from process standardization and digitalization, and bringing new perspectives and expertise to the Company’s decision-making.

ADM plans to support the three pillars with investments in technology, which include expanding digital capabilities and investing further in research and development.

*[Table of Contents](#i731d6810529548b4b43db02179f7869f_10)*

ARCHER-DANIELS-MIDLAND COMPANY

MANAGEMENT’S DISCUSSION AND ANALYSIS

*Sustainability*

Sustainability is a key driver 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 values, and ADM is continually finding new ways to meet those needs through its portfolio actions.

*Significant Portfolio Actions*

The Company’s significant portfolio actions and announcements during 2024 include the following acquisitions:

- Revela Foods, a Wisconsin-based developer and manufacturer of innovative dairy flavor ingredients and solutions;

- FDL, a UK-based leading developer and producer of premium flavor and functional ingredient systems;

- PT Trouw Nutrition Indonesia, a leading provider of functional and nutritional solutions for livestock farming in Indonesia; and

- Totally Natural Solutions Ltd., a UK-based hops flavoring producer.

See Part II.

Item 8.

Note 3.

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.

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

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

| | | | 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.

| 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 | |

| 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 | |

| | | | | | |

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

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.

The material weakness resulted from inadequate controls that allowed for certain intersegment sales to be reported at amounts not approximating market.

The Company has put in place a plan to remediate this material weakness.

*Government Investigations*

The Company continues to cooperate with the SEC.

Following the Company’s January 21, 2024 announcement of the Investigation, the Company received voluntary document requests from the Department of Justice (DOJ) focused primarily on the same subject matter, and the DOJ directed grand jury subpoenas to certain current and former Company employees.

The Company is cooperating with the DOJ.

The foregoing is a summary of the Investigation and related matters.

The Company could take new or different actions in addition to those taken to date if it determines those actions are appropriate.

*Operations in Ukraine and Russia*

ADM employs approximately 630 people in Ukraine and operates an oilseeds crushing plant, a grain port terminal, inland and river silos, and a trading office.

The Company’s footprint in Russia is limited to operations related to the production and transport of essential food commodities and ingredients.

While the Company’s Ukraine and Russian operations have historically represented 0.1% 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.

The Black Sea Grain Initiative, an agreement that allowed Ukraine to export grain and other food products, expired on July 17, 2023.

In September 2023, a new alternative shipping corridor in the Black Sea took effect with Ukraine setting up temporary routes from ports in Greater Odessa.

[removed: In addition to measuring the hypothetical loss resulting from an adverse two standard deviation move in market prices (assuming no correlations) over a one year period using VaR,] [added: The Company performs] sensitivity [removed: analysis is performed] [added: analyses] measuring the potential loss in fair value resulting from a hypothetical 10% adverse change in market prices.

The highest, lowest, and average weekly [added: long (short)] position for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] together with the market risk from a hypothetical 10% adverse price change is as [removed: follows:][added: follows (in millions):]

| | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | | | |

| [removed: Long/(Short)] | | | | | | Fair Value | | | | | | Market Risk | | | | | | Fair Value | | | | | | Market Risk | | |

| Highest position | | | | | | $ | [removed: 498] [added: 543] | | | | | $ | [removed: 50] [added: 54] | | | | | $ | [removed: 986] [added: 498] | | | | | $ | [removed: 99] [added: 50] | |

| Lowest position | | | | | | [removed: (6)] [added: (265)] | | | | | | [removed: (1)] [added: (27)] | | | | | | [removed: 44] [added: (6)] | | | | | | [removed: 4] [added: (1)] | | |

| Average position | | | | | | [removed: 125] [added: 168] | | | | | | [removed: 13] [added: 17] | | | | | | [removed: 388] [added: 125] | | | | | | [removed: 39] [added: 13] | | |

The Company has consolidated subsidiaries in more than [removed: 70] [added: 80] countries.

The Company also uses currency exchange contracts [added: and foreign currency denominated debt] as hedges against amounts indefinitely invested in foreign subsidiaries and affiliates.

| | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| Fair value of long-term debt | | | $ | [removed: 8,557] [added: 7,055] | | | | | $ | [removed: 7,502] [added: 8,557] | |

| Fair value amount over (under) carrying value | | | [removed: 298] [added: (501)] | | | | | | [removed: (232)] [added: 298] | | |

| Market risk | | | [removed: 378] [added: 271] | | | | | | [removed: 342] [added: 378] | | |

The [removed: increase] [added: decrease] in the fair value of long-term debt at December 31, [removed: 2023] [added: 2024] is due to [removed: a new debt issuance and a decrease] [added: an increase] in corporate bond interest rates.

*Commodity Price Risk*

*[Table of Contents](#i731d6810529548b4b43db02179f7869f_10)*

ARCHER-DANIELS-MIDLAND COMPANY

PART II

*Foreign Currency Exchange Risk*

*Interest Rate Risk*

*[Table of Contents](#i731d6810529548b4b43db02179f7869f_10)*

ARCHER-DANIELS-MIDLAND COMPANY

*Commodities*

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

| | | | | | |

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

Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued)

*Currencies*

Effective April 1, 2022, the Company changed the functional currency of its Turkish entities to the U.S. dollar which did not have a material impact on the Company’s consolidated financial statements.

The amount the Company considers indefinitely invested in foreign subsidiaries and corporate joint ventures translated into dollars using the year-end exchange rates is $15.5 billion and $13.0 billion ($17.9 billion and $15.5 billion at historical rates) at December 31, 2023 and 2022, respectively.

The increase is due to the increase in retained earnings of the foreign subsidiaries of $2.4 billion and the appreciation of foreign currencies versus the U.S. dollar of $0.1 billion.

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

Actual results may differ.

*Interest*

ADM is a truly global company of [removed: 41,802] [added: approximately 44,000] employees working together to achieve extraordinary results.

Talented colleagues can be found in a wide variety of roles – including front-line [removed: workers] [added: employees] 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 [removed: aspirations with a strong focus on sustainability.][added: aspirations.]

The following tables set forth information about the Company’s employees as of December 31, [removed: 2023.][added: 2024.]

| | | | Salaried | | | | | | Hourly | | | | | | [removed: Part-Time/ Seasonal] [added: Part-Time] | | | | | | Total | | |

| | | | [removed: 2023 | | | | | |] [added: 2024] | | | | | | [added: 2023] | | | | | | 2022 | | | [removed: | | | | | | | | | | | |]

| Executive Council | | | [removed: 67] [added: 69] | | % | | | | [removed: 33] [added: 31] | | % | | | | 100 | | % | | | | [removed: 71] [added: 67] | | % | | | | [removed: 29] [added: 33] | | % | | | | 100 | | % |

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

The Company believes [removed: diversity, equity,] [added: that cultivating an inclusive culture of care] and [removed: inclusion (DE&I) are key business priorities] [added: continuous learning for our colleagues is a critical priority] that [removed: will enable] [added: assists] ADM [added: in its efforts] to continue innovating, driving growth through customer focus, and delivering outstanding performance for shareholders.

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

[removed: Item 1.][added: Item 8.]

ADM’s early career programs are focused on attracting and cultivating a [removed: diverse] [added: strong] pipeline of early career talent [removed: which will] [added: to] become future leaders in the organization.

Recruitment partnerships with a variety of organizations [removed: ensure that] [added: help] ADM [removed: engages] [added: to engage] with, [removed: supports, recruits,] [added: support, recruit,] and [removed: hires] [added: hire] inclusively, from front line production associates, to interns, to college graduates that begin their career across ADM’s business units, functions and regions.

[removed: The ERGs, also known as Affinity Groups,] [added: These ERGs] are voluntary, employee-led groups where colleagues with shared [removed: experiences, interests] [added: experiences] or [removed: goals] [added: interests] can come together [removed: in a safe space] to [removed: provide support,] build a sense of [removed: community,] [added: community] and [removed: promote] [added: engage in] personal and professional development.

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

All ADM employees participate annually in training and development that further increases knowledge, skills, and awareness on [removed: current and] important topics.

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

ADM prides itself in offering [removed: equitable] [added: an array of] career opportunities that include global assignments for its high potential talent, internal career growth for those who wish to learn more, and experiential learning through projects, mentorships, and on-the-job development.

As of December 31, [removed: 2023, 64%] [added: 2024, 58%] of ADM’s [removed: 11] [added: 12] board members [removed: identify] [added: identified] as members of underrepresented groups – five are African-American, Hispanic or Asian, and four are women.

In [removed: 2023, about] [added: 2024, approximately] 76% of ADM’s sites completed the year [removed: without recordable] [added: with zero] injuries and [removed: about 90% without] [added: approximately 89% with no] lost workday injuries.

The Company’s Total Recordable Incident Rate and Lost Workday Incident [removed: Rate] [added: Rate, based upon the number of incidents per 100 employees (or per 200,000 work hours), as defined by OSHA,] for ADM colleagues (excluding unsupervised contractors) [added: in 2024] were 0.68 and 0.23, respectively.

In [removed: 2023,] [added: 2024,] the Company had [removed: two] [added: one] ADM colleague [removed: fatalities] [added: fatality] and [removed: 12] [added: nine] serious injuries.

ADM’s annual reports on Form 10-K; quarterly reports on Form 10-Q; current reports on Form 8-K; directors’ and officers’ Forms 3, 4, and 5; and amendments to those reports, if any, are available, free of charge, through its website, as soon as reasonably practicable after electronically filing such materials with, or furnishing them to, the [removed: Securities and Exchange Commission (SEC).][added: SEC.]

The Company’s Code of Conduct, Corporate Governance Guidelines, and the written charters of the Audit, Compensation and Succession, Nominating and Corporate Governance, [removed: Sustainability] and [removed: Corporate Responsibility,] [added: Sustainability] and [removed: Executive] [added: Technology] Committees are also available through its website.

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

Environmental, Social, and Governance [removed: Risks][added: (ESG)]

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

Company Overview

Archer-Daniels-Midland Company (the "Company" or "ADM") unlocks the power of nature to enrich the quality of life.

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

ADM is a premier human and animal nutrition provider, offering one of the industry's broadest portfolios of ingredients and solutions from nature.

The Company is a trailblazer in health and well-being, with an industry-leading range of products for consumers looking for new ways to live healthier lives.

ADM is a cutting-edge innovator, guiding the way to a future of new consumer and industrial solutions.

ADM is a leader in sustainability, scaling across entire value chains to help decarbonize the multiple industries it serves.

Around the globe, the Company's innovation and expertise are meeting critical needs while nourishing quality of life and supporting a healthier planet.

The Company works with thousands of growers in the world’s most productive agricultural regions to purchase their crops.

The Company uses its integrated global network of elevators, trucks, railcars, barges and ships to move those crops from areas of supply to areas of demand, and transforms many of those raw commodities into a broad array of products serving customers spanning food, feed, fuel, industrial, and consumer products.

ADM is a pillar of the global food supply system, playing a critical role in helping billions of people to obtain access to the fundamental nutrition they need.

From staple foods, such as flour, oils, and sweeteners, to innovative alternatives like plant-based meat and dairy and lower-sugar, fat and salt solutions, ADM offers the industry’s broadest portfolio of food and beverage solutions.

The Company is also a leader in animal nutrition, innovating in a world where 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 is a global leader in health and well-being, with an industry-leading range of probiotics, enzymes, supplements, and more to meet the needs of consumers looking for new ways to live healthier lives.

The Company is also leading the way to a future of new consumer and industrial solutions from nature.

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

ADM also has significant investments and joint ventures that aim to expand or enhance the market for its products or offer other benefits including, but not limited to, geographic or product-line expansion.

The continued demand from customers for sustainably sourced products is a growth driver for ADM, and the Company invests in and supports sustainability efforts to enhance the long-term resilience of farmers, agriculture and critical supply chains, including the global food system.

ADM’s Board of Directors actively oversees the Company’s sustainability strategy through a board-level Sustainability and Technology Committee (Sustainability Committee), and ADM’s Chief Sustainability Officer is part of the core strategy team and reports to the Chief Executive Officer and Chair of the Board.

Utilizing ADM’s unique position in the agricultural value chain, including relationships with farmers around the globe and an unparalleled origination, transportation, and processing network, the Company works with growers by supporting them with personalized services and innovative technologies and partnering with them to develop and enhance conservation practices, including a goal of enrolling five million regenerative agriculture acres by the end of 2025.

The Company is actively working to improve the efficiency of its facilities and vehicles, finding alternative uses for waste, reusing and recycling water, and sequestering carbon at its onsite capture and storage facility.

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

As a global organization, the Company is strongly committed to a culture of inclusion and belonging.

ADM fundamentally values the differences between individuals and believes a variety of perspectives and backgrounds support innovation, growth, and value creation.

*[Table of Contents](#i731d6810529548b4b43db02179f7869f_10)*

ARCHER-DANIELS-MIDLAND COMPANY

PART I

The Company’s innovation and expertise are helping people live healthier lives and support a stronger future.

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

Segment Descriptions

The Company’s operations are organized, managed, and classified into three reportable business segments: Ag Services and Oilseeds, Carbohydrate Solutions, and Nutrition.

Each of these segments is organized based upon the nature of products and services offered.

The Company’s remaining operations are not reportable business segments, as defined by the applicable accounting standard, and are classified within either Corporate or Other Business.

Financial information with respect to the Company’s reportable business segments is set forth in Part II.

Note 17.

Segment and Geographic Information.

*Ag Services and Oilseeds*

The Ag Services and Oilseeds segment includes global activities related to the origination, merchandising, transportation, and storage of agricultural raw materials, and the crushing and further processing of oilseeds such as soybeans and soft seeds (cottonseed, sunflower seed, canola, rapeseed, and flaxseed) into vegetable oils and protein meals.

Oilseeds products produced and marketed by the segment include ingredients for food, feed, fuel, and industrial customers.

Crude vegetable oils produced by the segment’s crushing activities are sold “as is” to manufacturers of renewable diesel and other customers or are further processed by refining, blending, bleaching, and deodorizing into salad oils.

| 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 | | |

| 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 | | % |

*Percentage of Employees by Level and Gender*

| Salaried Colleagues | | | 61 | | % | | | | 39 | | % | | | | 100 | | % | | | | 62 | | % | | | | 38 | | % | | | | 100 | | % |

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®.

At the industry level, ADM founded and currently participates in Together We Grow, a consortium of agricultural industry leaders united in a shared belief that American agriculture’s best days are yet to come.

Emphasizing diversity and inclusion, Together We Grow works to build a modern workforce with the skills, experience, and capabilities needed to keep pace with the growing world.

| | | | | | |

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

BUSINESS (Continued)

In 2021, ADM launched the first of its Employee Resource Groups (ERGs).

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

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

ADM’s ERGs are open to all employees.

The Nominating and Corporate Governance Committee has worked hard to recommend nominees who have skills and experiences relevant to ADM’s strategy and operations and who reflect the diversity of the world around us.

ADM is committed to providing a safe working environment for all of its employees and contractors.

For the last several years, the Company has been working to significantly reduce its incident rate by strengthening its safety culture and systems so everyone will go home safely to their families and the things that are most important to them.

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

–Safe Work Permit and Last Minute Risk Assessment Standards;

–Gloves Clock-to-Clock Program;

–New Site Integration Process; and

–Loss Prevention Principles

Through continued application of these programs, ADM aims to continue to reduce its recordable injury rate in 2024 versus 2023.

Item 1A.

RISK FACTORS

The risks described below, as well as the other information contained in this Annual Report on Form 10-K, should be carefully considered.

Any one or more of such risks could materially and adversely affect the Company’s business, financial condition, results of operations, and stock price and could cause actual results of operations and financial condition to vary materially from past or anticipated future results of operations and financial condition.

Additional risks and uncertainties not presently known to the Company or that the Company currently believes to be immaterial may also adversely affect the Company.

Operational Risks

The Company is exposed to potential business disruption which could adversely affect the Company’s operating results.

The assets and operations of the Company could be subject to unplanned downtime or extensive property damage and business disruption from various events which include, but are not limited to, equipment failure, raw material shortages, natural disasters, severe weather conditions, accidents, explosions, fires, or other unexpected outages.

ADM is committed to resiliency but these efforts may not resolve emergencies timely or effectively, and the associated liability which could result from these risks may not always be covered by or could exceed liability insurance.

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

For information regarding certain legal proceedings involving the Company, see Part II.

Item 8.

Note 20.

*[Table of Contents](#i731d6810529548b4b43db02179f7869f_10)*

ARCHER-DANIELS-MIDLAND COMPANY

PART I

The Company is routinely involved in a number of actual or threatened legal actions, including those involving alleged personal injuries, employment law, product liability, intellectual property, environmental issues, alleged tax liability (see Note 13 in Item 8 for information on income tax matters), and class actions.

The Company also routinely receives inquiries from regulators and other government authorities relating to various aspects of its business, and at any given time, the Company has matters at various stages of resolution.

The outcomes of these matters are not within the Company’s complete control and may not be known for prolonged periods of time.

In some actions, claimants seek damages, as well as other relief, including injunctive relief, that could require significant expenditures or result in lost revenues.

In accordance with applicable accounting standards, the Company records a liability in its consolidated financial statements for material loss contingencies when a loss is known or considered probable and the amount can be reasonably estimated.

If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued.

If a material loss contingency is reasonably possible but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed in the notes to the consolidated financial statements.

When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded.

Estimates of probable losses resulting from litigation and governmental proceedings involving the Company are inherently difficult to predict, particularly when the matters are in early procedural stages, with incomplete facts or legal discovery; involve unsubstantiated or indeterminate claims for damages; potentially involve penalties, fines, disgorgement, or punitive damages; or could result in a change in business practice.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

Common Stock, no par [removed: value—$40.3] [added: value—$28.8] billion

Common Stock, no par [removed: value—509,849,153] [added: value—479,707,071] shares

Portions of the Registrant’s definitive proxy statement relating to its [removed: 2024] [added: 2025] annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

Except to the extent required by law, [removed: Archer-Daniels- Midland] [added: Archer-Daniels-Midland] Company does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement whether as a result of new information, future events, changes in assumptions or otherwise.

| [added: PART I.] | | | [removed: Part I] | | | | | | | | |

| [removed: 1A.] | | | [removed: [Risk Factors](#i6b531961be3c4a4d921f3c3f67714650_16)] [added: Item 1A.] | | | [added: [Risk Factors](#i731d6810529548b4b43db02179f7869f_19)] | | | [removed: [17](#i6b531961be3c4a4d921f3c3f67714650_16)] [added: [16](#i731d6810529548b4b43db02179f7869f_19)] | | |

| [removed: 1B.] | | | [removed: [Unresolved Staff Comments](#i6b531961be3c4a4d921f3c3f67714650_19)] [added: Item 1B.] | | | [added: [Unresolved Staff Comments](#i731d6810529548b4b43db02179f7869f_22)] | | | [removed: [27](#i6b531961be3c4a4d921f3c3f67714650_19)] [added: [26](#i731d6810529548b4b43db02179f7869f_22)] | | |

| [removed: 3.] | | | [removed: [Legal Proceedings](#i6b531961be3c4a4d921f3c3f67714650_25)] [added: Item 3.] | | | [added: [Legal Proceedings](#i731d6810529548b4b43db02179f7869f_31)] | | | [removed: [30](#i6b531961be3c4a4d921f3c3f67714650_25)] [added: [28](#i731d6810529548b4b43db02179f7869f_31)] | | |

| [removed: 4.] | | | [removed: [Mine Safety Disclosures](#i6b531961be3c4a4d921f3c3f67714650_28)] [added: Item 4.] | | | [added: [Mine Safety Disclosures](#i731d6810529548b4b43db02179f7869f_34)] | | | [removed: [30](#i6b531961be3c4a4d921f3c3f67714650_28)] [added: [29](#i731d6810529548b4b43db02179f7869f_34)] | | |

| [added: PART II.] | | | [removed: Part II] | | | | | | | | |

| [added: | | | Item] 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i6b531961be3c4a4d921f3c3f67714650_34) | | |] [added: Securities](#i731d6810529548b4b43db02179f7869f_40)] | | | [removed: [31](#i6b531961be3c4a4d921f3c3f67714650_34)] [added: [30](#i731d6810529548b4b43db02179f7869f_40)] | | |

| [added: | | | Item] 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6b531961be3c4a4d921f3c3f67714650_43) | | |] [added: Operations](#i731d6810529548b4b43db02179f7869f_46)] | | | [removed: [33](#i6b531961be3c4a4d921f3c3f67714650_43)] [added: [32](#i731d6810529548b4b43db02179f7869f_46)] | | |

| [added: | | | Item] 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i6b531961be3c4a4d921f3c3f67714650_85) | | |] [added: Risk](#i731d6810529548b4b43db02179f7869f_88)] | | | [removed: [56](#i6b531961be3c4a4d921f3c3f67714650_85)] [added: [48](#i731d6810529548b4b43db02179f7869f_88)] | | |

| [added: | | | Item] 8. | | | [Financial Statements and Supplementary [removed: Data](#i6b531961be3c4a4d921f3c3f67714650_88) | | |] [added: Data](#i731d6810529548b4b43db02179f7869f_91)] | | | [removed: [58](#i6b531961be3c4a4d921f3c3f67714650_88)] [added: [50](#i731d6810529548b4b43db02179f7869f_91)] | | |

| [added: | | | Item] 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i6b531961be3c4a4d921f3c3f67714650_181) | | |] [added: Disclosure](#i731d6810529548b4b43db02179f7869f_187)] | | | [removed: [124](#i6b531961be3c4a4d921f3c3f67714650_181)] [added: [113](#i731d6810529548b4b43db02179f7869f_187)] | | |

| [added: | | | Item] 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i6b531961be3c4a4d921f3c3f67714650_190) | | |] [added: Inspections](#i731d6810529548b4b43db02179f7869f_196)] | | | [removed: [125](#i6b531961be3c4a4d921f3c3f67714650_190)] [added: [114](#i731d6810529548b4b43db02179f7869f_196)] | | |

| [added: | | | Item] 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i6b531961be3c4a4d921f3c3f67714650_196) | | |] [added: Governance](#i731d6810529548b4b43db02179f7869f_202)] | | | [removed: [126](#i6b531961be3c4a4d921f3c3f67714650_196)] [added: [115](#i731d6810529548b4b43db02179f7869f_202)] | | |

| [added: | | | Item] 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6b531961be3c4a4d921f3c3f67714650_202) | | |] [added: Matters](#i731d6810529548b4b43db02179f7869f_208)] | | | [removed: [128](#i6b531961be3c4a4d921f3c3f67714650_202)] [added: [115](#i731d6810529548b4b43db02179f7869f_208)] | | |

| [added: | | | Item] 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i6b531961be3c4a4d921f3c3f67714650_205) | | |] [added: Independence](#i731d6810529548b4b43db02179f7869f_211)] | | | [removed: [128](#i6b531961be3c4a4d921f3c3f67714650_205)] [added: [115](#i731d6810529548b4b43db02179f7869f_211)] | | |

| [added: | | | Item] 14. | | | [Principal Accounting Fees and [removed: Services](#i6b531961be3c4a4d921f3c3f67714650_208) | | |] [added: Services](#i731d6810529548b4b43db02179f7869f_214)] | | | [removed: [128](#i6b531961be3c4a4d921f3c3f67714650_208)] [added: [115](#i731d6810529548b4b43db02179f7869f_214)] | | |

| [added: PART III.] | | | [removed: Part IV] | | | | | | | | |

| [added: | | | Item] 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i6b531961be3c4a4d921f3c3f67714650_214) | | |] [added: Schedules](#i731d6810529548b4b43db02179f7869f_220)] | | | [removed: [129](#i6b531961be3c4a4d921f3c3f67714650_214)] [added: [116](#i731d6810529548b4b43db02179f7869f_220)] | | |

[removed: | | | | Year Ended December 31 | | | | | | | | | | | | | | |][added: FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2024]

as of June 28, 2024)

(February 14, 2025)

ARCHER-DANIELS-MIDLAND COMPANY

| | | | Item 1. | | | [Business](#i731d6810529548b4b43db02179f7869f_16) | | | [5](#i731d6810529548b4b43db02179f7869f_16) | | |

| | | | Item 1C. | | | [Cybersecurity](#i731d6810529548b4b43db02179f7869f_25) | | | [26](#i731d6810529548b4b43db02179f7869f_25) | | |

| | | | Item 2. | | | [Properties](#i731d6810529548b4b43db02179f7869f_28) | | | [28](#i731d6810529548b4b43db02179f7869f_28) | | |

| | | | Item 6. | | | [Reserv](#i731d6810529548b4b43db02179f7869f_43)[ed](#i731d6810529548b4b43db02179f7869f_43) | | | [31](#i731d6810529548b4b43db02179f7869f_43) | | |

| | | | Item 9A. | | | [Controls and Procedures](#i731d6810529548b4b43db02179f7869f_190) | | | [113](#i731d6810529548b4b43db02179f7869f_190) | | |

| | | | Item 9B. | | | [Other Information](#i731d6810529548b4b43db02179f7869f_193) | | | [114](#i731d6810529548b4b43db02179f7869f_193) | | |

| | | | Item 11. | | | [Executive Compensation](#i731d6810529548b4b43db02179f7869f_205) | | | [115](#i731d6810529548b4b43db02179f7869f_205) | | |

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

| PART IV. | | | | | | | | | | | |

| | | | Item 16. | | | [Form 10-K Summary](#i731d6810529548b4b43db02179f7869f_223) | | | [120](#i731d6810529548b4b43db02179f7869f_223) | | |

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

| | | | | | | [Signatures](#i731d6810529548b4b43db02179f7869f_226) | | | [121](#i731d6810529548b4b43db02179f7869f_226) | | |

*[Table of](#i731d6810529548b4b43db02179f7869f_10) [Contents](#i731d6810529548b4b43db02179f7869f_10)*

ARCHER-DANIELS-MIDLAND COMPANY

| | | | | | |

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

as of June 30, 2023)

(March 8, 2024)

| Item No. | | | Description | | | Page No. | | | | | |

| 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) | | |

| 9A. | | | [Controls and Procedures](#i6b531961be3c4a4d921f3c3f67714650_184) | | | | | | [124](#i6b531961be3c4a4d921f3c3f67714650_184) | | |

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

| | | | Part III | | | | | | | | |

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

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

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

Item 1.

BUSINESS

Company Overview

Archer-Daniels-Midland Company (the Company or ADM) unlocks the power of nature to enrich the quality of life.

The Company is an 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.

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 advantage 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 animal’s needs.

ADM is a global leader in health and well-being, with an industry-leading range of probiotics, enzymes, supplements, and more to meet the needs of consumers looking for new ways to live healthier lives.

The Company is also leading the way to a future of new consumer and industrial solutions from nature.

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

ADM also has significant investments and joint ventures that aim to expand or enhance the market for its products or offer other benefits including, but not limited to, geographic or product-line expansion.

At ADM, sustainable practices and a focus on environmental responsibility are foundational to the Company’s purpose and culture, and integral 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 Senior Vice President and President of Ag Services and Oilseeds.

Utilizing ADM’s unique position in the agricultural value chain, including relationships with farmers around the globe and an unparalleled origination, transportation, and processing network, the Company is enhancing sustainability 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 practices, including a goal of enrolling four million regenerative agriculture acres by 2025.

The Company is actively working to improve the efficiency of its facilities and vehicles, finding alternative uses for waste, reusing and recycling water, and sequestering carbon at its onsite capture and storage facility.

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.

All of this work is propelling ADM’s broadening array of products from nature, which are helping customers meet increasing demand for more sustainable solutions spanning food, feed, fuel, and industrial and consumer products.

The Company is strongly committed to diversity, equity, and inclusion.

ADM fundamentally values the differences between individuals and believes a variety of perspectives makes for a better company.

| | | | | | |

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

Item 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.

The Board of Directors has oversight of cybersecurity [removed: risk, which it manages] [added: risk] as part of the ERM program.

The Board of Directors is assisted by the [removed: Audit] [added: Sustainability and Technology] Committee, which regularly reviews the cybersecurity program with management and reports to the Board of [removed: Directors.][added: Directors and the Audit Committee, which assists the Board in its oversight of the Company's ERM program.]

Cybersecurity reviews by the [removed: Audit] [added: Sustainability and Technology] 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 [removed: Audit] [added: Sustainability and Technology] Committee in overseeing cybersecurity risks.

*Risk Management and Strategy*

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, 2024, 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 Enterprise Risk Management (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.

*[Table of Contents](#i731d6810529548b4b43db02179f7869f_10)*

ARCHER-DANIELS-MIDLAND COMPANY

PART I

*Governance*

The CTO and CISO report information about such risks to the Board of Directors, the Sustainability and Technology Committee, or the Audit Committee during the regular cybersecurity reviews.

*[Table of Contents](#i731d6810529548b4b43db02179f7869f_10)*

ARCHER-DANIELS-MIDLAND COMPANY

PART I

| | | | | | |

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

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.

| | | | [removed: Ag Services and Oilseeds Processing Facilities (in 1,000s] [added: Processing Facilities (in '000] metric tons) | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| | | | Owned | | | | | | | | | | | | | | | | | | Leased | | | | | | | | | [added: | | | | | | | | |]

| North America | | | [removed: 2] [added: 85] | | | [removed: 64] [added: 88] | | | [removed: 19] [added: 101] | | | [removed: 85] [added: 274] | | | | | | | | | — | | | [added: —] | | | [added: 74] | | | [added: 74 | | | | | | | | |]

| South America | | | [removed: —] [added: 32] | | | [removed: 20] [added: —] | | | [removed: 12] [added: 3] | | | [removed: 32] [added: 35] | | | | | | | | | 1 | | | [added: —] | | | [added: 3] | | | [added: 4 | | | | | | | | |]

| Europe | | | [removed: 1] [added: 50] | | | [removed: 34] [added: 6] | | | [removed: 15] [added: 13] | | | [removed: 50] [added: 69] | | | | | | | | | — | | | [added: 1] | | | [added: —] | | | [added: 1 | | | | | | | | |]

| [removed: Asia] [added: Asia-Pacific] | | | [added: 1 | | |] — | | | [removed: 1] [added: 31] | | | [removed: —] [added: 32] | | | [added: | | | | | |] 1 | | | [added: —] | | | [added: 10] | | | [removed: 1] [added: 11] | | | | | | | | |

| Total daily capacity | | | [removed: 3] [added: 168] | | | [removed: 119] [added: 94] | | | [removed: 46] [added: 148] | | | [removed: 168] [added: 410] | | | | | | | | | 2 | | | [added: 1] | | | [added: 87] | | | [added: 90 | | | | | | | | |]

| | | | [removed: Ag Services and Oilseeds Procurement Facilities (in 1,000s] [added: Procurement Facilities (in '000] metric tons) | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| | | | Owned | | | | | | | | | | | | | | | [added: | | |] Leased | | | | | | | | | | | | [added: | | | | | |]

| Europe | | | [removed: 6] [added: 1,478] | | | [added: —] | | | — | | | [added: 1,478] | | | | | | | | | [removed: 6] [added: —] | | | [added: 18] | | | [removed: 1] [added: —] | | | [added: 18] | | | [added: | | | | | |]

| North America | | | [added: 12,922 | | |] 589 | | | [added: 62] | | | [added: 13,573] | | | | | | | | | [added: 766] | | | [added: 68] | | | [added: —] | | | [removed: 86] [added: 834] | | | | | | [added: | | |]

| Total storage capacity | | | [added: 16,609 | | |] 589 | | | [added: 62] | | | [added: 17,260] | | | | | | | | | [added: 1,078] | | | [added: 86] | | | [added: 4] | | | [removed: 104] [added: 1,168] | | | | | | [added: | | |]

| South America | | | [added: 2,134 | | |] — | | | [added: —] | | | [removed: 3] [added: 2,134] | | | | | | [removed: 3] | | | [added: 231] | | | [removed: 2] [added: —] | | | [added: —] | | | [removed: 1] [added: 231] | | | | | | [removed: 3] | | |

| [removed: Asia] [added: Asia-Pacific] | | | [added: 75 | | |] — | | | [added: —] | | | [removed: 3] [added: 75] | | | | | | [removed: 3] | | | [added: 81] | | | — | | | [added: 4] | | | [removed: 10] [added: 85] | | | | | | [removed: 10] | | |

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 owns approximately 150 warehouses and terminals primarily used as bulk storage facilities and has 68 innovation centers.

Processing plants and procurement facilities owned or leased by unconsolidated affiliates 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, 9,500 rail cars, 360 trucks, 1,210 trailers, 140 boats, and 3 oceangoing vessels; and leases, under operating leases, approximately 700 barges, 22,450 rail cars, 250 trucks, 530 trailers, 31 boats, and 20 oceangoing vessels.

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

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

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

| | | | Ag Services | | | Carbohydrate | | | | | | | | | | | | | | | Ag Services | | | Carbohydrate | | | | | | | | | | | | | | |

| | | | and Oilseeds | | | Solutions | | | Nutrition | | | Total | | | | | | | | | and Oilseeds | | | Solutions | | | Nutrition | | | Total | | | | | | | | |

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

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

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

| | | | Ag Services | | | Carbohydrate | | | | | | | | | | | | | | | Ag Services | | | Carbohydrate | | | | | | | | | | | | | | |

| | | | and Oilseeds | | | Solutions | | | Nutrition | | | Total | | | | | | | | | and Oilseeds | | | Solutions | | | Nutrition | | | Total | | | | | | | | |

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

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

| | | | | | | | | | Refined | | | | | | | | | | | | | | | | | | | | |

| | | | Ag | | | | | | Products | | | | | | | | | | | | | | | | | | | | |

| | | | Services | | | Crushing | | | and Other | | | Total | | | | | | | | | Crushing | | | | | | | | |

| | | | | | | | | | Refined | | | | | | | | | | | | | | | Refined | | | | | |

| | | | Ag | | | | | | Products | | | | | | | | | Ag | | | | | | Products | | | | | |

| | | | Services | | | Crushing | | | and Other | | | Total | | | | | | Services | | | Crushing | | | and Other | | | Total | | |

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

| South America | | | 2,105 | | | 60 | | | — | | | 2,165 | | | | | | 941 | | | — | | | — | | | 941 | | |

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

| Asia | | | — | | | — | | | — | | | — | | | | | | 130 | | | 4 | | | — | | | 134 | | |

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

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

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

| | | | Carbohydrate Solutions Processing Plants (in 1,000s metric tons) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Owned | | | | | | | | | | | | Leased | | | | | | | | | | | | | | | | | |

| | | | Starches & Sweeteners | | | | | | Vantage Corn Processors | | | | | | | | | | | | Total | | | | | | Starches & Sweeteners | | | | | |

| North America | | | 72 | | | | | | 17 | | | | | | | | | | | | 89 | | | | | | — | | | | | |

| Total daily capacity | | | 78 | | | | | | 17 | | | | | | | | | | | | 95 | | | | | | 1 | | | | | |

| | | | Carbohydrate Solutions Procurement Facilities (in 1,000s metric tons) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Owned | | | | | | Leased | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Starches & Sweeteners | | | | | | | | | | | | | | | | | | | | | | | | Starches & Sweeteners | | | | | |

| Europe | | | — | | | | | | | | | | | | | | | | | | | | | | | | 18 | | | | | |

| | | | | | |

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

Item 2.

PROPERTIES (Continued)

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

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

| | | | Nutrition Processing Plants (in 1,000s metric tons) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Owned | | | | | | | | | | | | Leased | | | | | | | | | | | | | | | | | | | | |

| | | | Human Nutrition | | | | | | Animal Nutrition | | | | | | Total | | | | | | Human Nutrition | | | | | | Animal Nutrition | | | | | | Total | | |

| North America | | | 80 | | | | | | 10 | | | | | | 90 | | | | | | 25 | | | | | | 50 | | | | | | 75 | | |

| Europe | | | 3 | | | | | | 8 | | | | | | 11 | | | | | | — | | | | | | — | | | | | | — | | |

| Total daily capacity | | | 83 | | | | | | 24 | | | | | | 107 | | | | | | 27 | | | | | | 61 | | | | | | 88 | | |

| | | | Nutrition Procurement Facilities (in 1,000s metric tons) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Human Nutrition | | | | | | Animal Nutrition | | | | | | Total | | | | | | Human Nutrition | | | | | | | | | | | | | | |

| North America | | | 316 | | | | | | 28 | | | | | | 344 | | | | | | 2 | | | | | | | | | | | | | | |

| Total storage capacity | | | 316 | | | | | | 28 | | | | | | 344 | | | | | | 2 | | | | | | | | | | | | | | |

*[Table of Contents](#i731d6810529548b4b43db02179f7869f_10)*

ARCHER-DANIELS-MIDLAND COMPANY

The number of registered stockholders of the Company’s common stock at [removed: March 8, 2024,] [added: February 14, 2025,] was [removed: 7,795.][added: 7,524.]

| Period | | | | | | Total [removed: Number of] [added: Number of] Shares [removed: Purchased (1)] [added: Purchased(1)] | | | | | | Average Price Paid per Share | | | | | | Total Number [removed: of Shares] [added: of Shares] Purchased [removed: as Part] [added: as Part] of Publicly Announced [removed: Program (2)] [added: Program(2)] | | | | | | Number of [removed: Shares Remaining] [added: Shares Remaining] to [removed: be Purchased] [added: be Purchased] Under the [removed: Program (2)] [added: Program(2)] | | |

[removed: (1) Total] [added: (1)Total] shares purchased represent those shares purchased in the open market as part of the Company’s publicly announced stock repurchase program described below, shares received as payment for the exercise price of stock option exercises, and shares received as payment for the withholding taxes on vested restricted stock awards.

During the three-month period ended December 31, [removed: 2023,] [added: 2024,] there were [removed: 1,229] [added: 1,110] shares received as payments for the withholding taxes on vested restricted stock awards.

[removed: (2) On] [added: (2)On] November 5, 2014, the Company’s Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to 100,000,000 shares of the Company’s common stock during the period commencing January 1, 2015 and ending December 31, 2019.

The graph assumes an initial investment of $100 on December 31, [removed: 2018] [added: 2019] and assumes all dividends have been reinvested through December 31, [removed: 2023.][added: 2024.]

COMPARISON OF 60 MONTH CUMULATIVE TOTAL [removed: RETURN][added: RETURNS]

[removed: ][added: ]

| October 1, 2024 to October 31, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 14,764,049 | | |

| November 1, 2024 to November 30, 2024 | | | | | | 1,110 | | | | | | 52.333 | | | | | | — | | | | | | 14,764,049 | | |

| December 1, 2024 to December 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 114,764,049 | | |

| Total | | | | | | 1,110 | | | | | | $ | 52.333 | | | | | — | | | | | | 114,764,049 | | |

On December 11, 2024, the Company's Board of Directors approved a second extension of the stock repurchase program through December 31, 2029 and the repurchase of up to an additional 100,000,000 shares under the extended program.

*[Table of Contents](#i731d6810529548b4b43db02179f7869f_10)*

ARCHER-DANIELS-MIDLAND COMPANY

PART II

The stock performance shown in the graph is not indicative of nor intended to forecast the potential future performance of ADM's common stock.

| 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 | | |

| | | | | | |

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

Item 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES (Continued)

Among Archer Daniels Midland Company (ADM), the S&P 500 Index, and the S&P Consumer Staples Index

[removed: MANAGEMENT’S DISCUSSION AND ANALYSIS OF] [added: OF] FINANCIAL CONDITION AND RESULTS OF OPERATIONS

[removed: MANAGEMENT’S] [added: MANAGEMENT’S] DISCUSSION AND [removed: ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)][added: ANALYSIS]

*[Table of Contents](#i731d6810529548b4b43db02179f7869f_10)*

ARCHER-DANIELS-MIDLAND COMPANY

| | | | | | |

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

Item 7.

This MD&A should be read in conjunction with the accompanying consolidated financial statements.

The Company’s significant portfolio actions and announcements during 2023 include:

- 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.

Sustainability is a key driver 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 values, and ADM is continually finding new ways to meet those needs through its portfolio actions.

The Company’s strategic transformation is focused on three strategic pillars: Productivity, Innovation, and Culture.

The Productivity pillar includes (1) partnering across various global teams including procurement, supply chain, operations, and commercial to 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, data analytics, and automation at production facilities, in offices, and with customers to improve efficiencies and customer service.

The Innovation pillar includes expansions and investments in (1) improving the customer experience by leveraging producer relationships and enhancing the use of state-of-the-art digital 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 with additional capacity to meet growing market demand and strategic objectives.

The Culture pillar focuses on building capabilities and enabling collaboration, teamwork, and agility from process standardization and digitalization and ADM’s diversity, equity, and inclusion initiatives, which bring new perspectives and expertise to the Company’s decision-making.

ADM plans to support the three pillars with investments in technology, which include expanding digital capabilities and investing further in research and development.

*Operating Performance Indicators*

The Company’s Ag Services and Oilseeds operations are principally agricultural commodity-based businesses where changes in selling prices move in relationship to changes in prices of the commodity-based agricultural raw materials.

As a result, changes in agricultural commodity prices have relatively equal impacts on both revenues and cost of products sold.

Therefore, changes in revenues of these businesses do not necessarily correspond to the changes in margins or gross profit.

Thus, gross margins per volume or metric ton are more meaningful than gross margins as percentage of revenues.

The Company’s Carbohydrate Solutions operations and Nutrition businesses also utilize agricultural commodities (or products derived from agricultural commodities) as raw materials.

However, in these operations, agricultural commodity market price changes do not necessarily correlate to changes in cost of products sold.

Therefore, changes in revenues of these businesses may correspond to changes in margins or gross profit.

Thus, gross margin rates are more meaningful as a performance indicator in these businesses.

The Company has consolidated subsidiaries in more than 70 countries.

For the majority of the Company’s subsidiaries located outside the United States, the local currency is the functional currency except certain significant subsidiaries in Switzerland where Euro is the functional currency, and Brazil and Argentina where U.S. dollar is the functional currency.

Revenues and expenses denominated in foreign currencies are translated into U.S. dollars at the weighted average exchange rates for the applicable periods.

For the majority of the Company’s business activities in Brazil and Argentina, the functional currency is the U.S. dollar; however, certain transactions, including taxes, occur in local currency and require remeasurement to the functional currency.

Changes in revenues are expected to be correlated to changes in expenses reported by the Company caused by fluctuations in the exchange rates of foreign currencies, primarily the Euro, British pound, Canadian dollar, and Brazilian real, as compared to the U.S. dollar.

The Company measures its performance using key financial metrics including net earnings, gross margins, constant currency revenue and operating profit, segment operating profit, adjusted segment operating profit, earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted EBITDA, manufacturing expenses, selling, general, and administrative expenses, return on invested capital, economic value added, and operating cash flows before working capital.

The Company’s financial results can vary significantly due to changes in factors such as fluctuations in energy prices, weather conditions, crop plantings, government programs and policies, trade policies, changes in global demand, general global economic conditions, changes in standards of living, and global production of similar and competitive crops.

Due to these unpredictable factors, the Company undertakes no responsibility for updating any forward-looking information contained within “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Intersegment Sales

| [removed: Consolidated] [added: [Consolidated] Statements of [removed: Earnings] [added: Earnings](#i731d6810529548b4b43db02179f7869f_94)] | | | | | | | | | | | | [removed: [59](#i6b531961be3c4a4d921f3c3f67714650_91)] [added: [51](#i731d6810529548b4b43db02179f7869f_94)] | | |

| [removed: Consolidated] [added: [Consolidated] Statements of Comprehensive Income [removed: (Loss)] [added: (Loss)](#i731d6810529548b4b43db02179f7869f_97)] | | | | | | | | | | | | [removed: [60](#i6b531961be3c4a4d921f3c3f67714650_94)] [added: [52](#i731d6810529548b4b43db02179f7869f_97)] | | |

| [removed: Consolidated] [added: [Consolidated] Balance [removed: Sheets] [added: Sheets](#i731d6810529548b4b43db02179f7869f_100)] | | | | | | | | | | | | [removed: [61](#i6b531961be3c4a4d921f3c3f67714650_97)] [added: [53](#i731d6810529548b4b43db02179f7869f_100)] | | |

| [removed: Consolidated] [added: [Consolidated] Statements of Cash [removed: Flows] [added: Flows](#i731d6810529548b4b43db02179f7869f_103)] | | | | | | | | | | | | [removed: [62](#i6b531961be3c4a4d921f3c3f67714650_100)] [added: [54](#i731d6810529548b4b43db02179f7869f_103)] | | |

| [removed: Consolidated] [added: [Consolidated] Statements of Shareholders’ [removed: Equity] [added: Equity](#i731d6810529548b4b43db02179f7869f_106)] | | | | | | | | | | | | [removed: [63](#i6b531961be3c4a4d921f3c3f67714650_103)] [added: [55](#i731d6810529548b4b43db02179f7869f_106)] | | |

[removed: | Notes to Consolidated Financial Statements | | | | | | | | | | | | [64](#i6b531961be3c4a4d921f3c3f67714650_109) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| [removed: Reports] [added: [Reports] of Independent Registered Public Accounting [removed: Firm] [added: Firm](#i731d6810529548b4b43db02179f7869f_184)] | | | PCAOB ID: | | | 42 | | | | | | [removed: [119](#i6b531961be3c4a4d921f3c3f67714650_178)] [added: [108](#i731d6810529548b4b43db02179f7869f_184)] | | |

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

| [added: | | |] (In millions, except per share amounts) | | | [removed: December 31] | | | | | | | | | | | | [removed: | | |]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Revenues | | | $ | [removed: 93,935] [added: 85,530] | | | | | $ | [removed: 101,556] [added: 93,935] | | | | | $ | [removed: 85,249] [added: 101,556] | |

| Cost of products sold | | | [removed: 86,422] [added: 79,752] | | | | | | [removed: 93,986] [added: 86,422] | | | | | | [removed: 79,262] [added: 93,986] | | |

| Gross Profit | | | [removed: 7,513] [added: 5,778] | | | | | | [removed: 7,570] [added: 7,513] | | | | | | [removed: 5,987] [added: 7,570] | | |

| Selling, [removed: general] [added: general,] and administrative expenses | | | [removed: 3,456] [added: 3,706] | | | | | | [removed: 3,358] [added: 3,456] | | | | | | [removed: 2,994] [added: 3,358] | | |

| Asset impairment, exit, and restructuring costs | | | [removed: 342] [added: 545] | | | | | | [removed: 66] [added: 342] | | | | | | [removed: 164] [added: 66] | | |

| Equity in earnings of unconsolidated affiliates | | | [removed: (551)] [added: (621)] | | | | | | [removed: (832)] [added: (551)] | | | | | | [removed: (595)] [added: (832)] | | |

| Interest and investment income | | | [removed: (499)] [added: (562)] | | | | | | [removed: (293)] [added: (499)] | | | | | | [removed: (96)] [added: (293)] | | |

| Interest expense | | | [removed: 647] [added: 706] | | | | | | [removed: 396] [added: 647] | | | | | | [removed: 265] [added: 396] | | |

| Other (income) expense - net | | | [removed: (176)] [added: (251)] | | | | | | [removed: (358)] [added: (176)] | | | | | | [removed: (94)] [added: (358)] | | |

| Earnings Before Income Taxes | | | [removed: 4,294] [added: 2,255] | | | | | | [removed: 5,233] [added: 4,294] | | | | | | [removed: 3,313] [added: 5,233] | | |

| Income tax expense | | | [removed: 828] [added: 476] | | | | | | [removed: 868] [added: 828] | | | | | | [removed: 578] [added: 868] | | |

| Net Earnings Including [removed: Noncontrolling] [added: Non-controlling] Interests | | | [removed: 3,466] [added: 1,779] | | | | | | [removed: 4,365] [added: 3,466] | | | | | | [removed: 2,735] [added: 4,365] | | |

| [removed: Less:] Net earnings (losses) attributable to [removed: noncontrolling] [added: non-controlling] interests | | | [removed: (17)] [added: (21)] | | | | | | [removed: 25] [added: (17)] | | | | | | [removed: 26] [added: 25] | | |

| Net Earnings Attributable to Controlling Interests | | | $ | [removed: 3,483] [added: 1,800] | | | | | $ | [removed: 4,340] [added: 3,483] | | | | | $ | [removed: 2,709] [added: 4,340] | |

| [removed: Average] [added: Weighted average] number of shares outstanding – basic | | | [removed: 541] [added: 492] | | | | | | [removed: 562] [added: 541] | | | | | | [removed: 564] [added: 562] | | |

| [removed: Average] [added: Weighted average] number of shares outstanding – diluted | | | [removed: 542] [added: 493] | | | | | | [removed: 563] [added: 542] | | | | | | [removed: 566] [added: 563] | | |

| Basic earnings per common share | | | $ | [removed: 6.44] [added: 3.66] | | | | | $ | [removed: 7.72] [added: 6.44] | | | | | $ | [removed: 4.80] [added: 7.72] | |

| Diluted earnings per common share | | | $ | [removed: 6.43] [added: 3.65] | | | | | $ | [removed: 7.71] [added: 6.43] | | | | | $ | [removed: 4.79] [added: 7.71] | |

[removed: See notes to consolidated financial statements.][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| [removed: (In millions)] | | | December 31 | | | | | | | | | | | | | | |

| Net earnings including [removed: noncontrolling] [added: non-controlling] interests | | | $ | [removed: 3,466] [added: 1,779] | | | | | $ | [removed: 4,365] [added: 3,466] | | | | | $ | [removed: 2,735] [added: 4,365] | |

| Other comprehensive income [removed: (loss):] [added: (loss), net of tax:] | | | | | | | | | | | | | | | | | |

| Foreign currency translation adjustment | | | [removed: 48] [added: (415)] | | | | | | [removed: (301)] [added: 48] | | | | | | [removed: 279] [added: (301)] | | |

| Tax effect | | | [removed: 32] [added: (45)] | | | | | | [removed: (93)] [added: 32] | | | | | | [removed: (103)] [added: (93)] | | |

| Net of tax amount | | | [removed: 80] [added: (460)] | | | | | | [removed: (394)] [added: 80] | | | | | | [removed: 176] [added: (394)] | | |

| Pension and other postretirement benefit liabilities adjustment | | | [removed: (88)] [added: 15] | | | | | | [removed: 140] [added: (88)] | | | | | | [removed: 289] [added: 140] | | |

| Tax effect | | | [removed: 2] [added: (7)] | | | | | | [removed: (15)] [added: 2] | | | | | | [removed: (71)] [added: (15)] | | |

| Net of tax amount | | | [removed: (86)] [added: 8] | | | | | | [removed: 125] [added: (86)] | | | | | | [removed: 218] [added: 125] | | |

| Deferred gain (loss) on hedging activities | | | [removed: 15] [added: (41)] | | | | | | [removed: (84)] [added: 15] | | | | | | [removed: 33] [added: (84)] | | |

| Tax effect | | | [removed: (5)] [added: 9] | | | | | | [removed: 7] [added: (5)] | | | | | | 7 | | |

| [Notes to Consolidated Financial Statements](#i731d6810529548b4b43db02179f7869f_109) | | | | | | | | | | | | [56](#i731d6810529548b4b43db02179f7869f_112) | | |

*[Table of Contents](#i731d6810529548b4b43db02179f7869f_10)*

The accompanying notes are an integral part of these Consolidated Financial Statements.

*[Table of Contents](#i731d6810529548b4b43db02179f7869f_10)*

| Net of tax amount | | | (17) | | | | | | 15 | | | | | | (11) | | |

The accompanying notes are an integral part of these Consolidated Financial Statements.

*[Table of Contents](#i731d6810529548b4b43db02179f7869f_10)*

| Short-term marketable securities | | | 246 | | | | | | — | | |

| | | | 28,898 | | | | | | 28,032 | | |

| Commitments and contingencies (See Note 20) | | | | | | | | | | | |

| Non-controlling interests | | | 10 | | | | | | 13 | | |

The accompanying notes are an integral part of these Consolidated Financial Statements.

*[Table of Contents](#i731d6810529548b4b43db02179f7869f_10)*

| Net earnings including non-controlling interests | | | $ | 1,779 | | | | | $ | 3,466 | | | | | $ | 4,365 | |

| Impairment of goodwill, intangibles, long-lived assets, and investments | | | 519 | | | | | | 309 | | | | | | 37 | | |

| Purchases of marketable securities | | | (308) | | | | | | — | | | | | | — | | |

| Proceeds from sales of marketable securities | | | 84 | | | | | | — | | | | | | — | | |

| Net change in short-term debt | | | 1,800 | | | | | | (390) | | | | | | (428) | | |

| Acquisition of non-controlling interests | | | (8) | | | | | | — | | | | | | — | | |

The accompanying notes are an integral part of these Consolidated Financial Statements.

*[Table of Contents](#i731d6810529548b4b43db02179f7869f_10)*

| Other comprehensive (loss), net of tax | | | | | | | | | | | | | | | | | | | | | (337) | | | | | | (20) | | | | | | (357) | | |

| Share repurchases | | | (37) | | | | | | | | | | | | (2,347) | | | | | | | | | | | | | | | | | | (2,347) | | |

| Stock option exercises, net of taxes | | | — | | | | | | (23) | | | | | | | | | | | | | | | | | | | | | | | | (23) | | |

| Acquisition of non-controlling interests | | | | | | | | | (3) | | | | | | | | | | | | | | | | | | (1) | | | | | | (4) | | |

| Balance, December 31, 2024 | | | 478 | | | | | | $ | 3,223 | | | | | $ | 21,933 | | | | | $ | (2,988) | | | | | $ | 10 | | | | | $ | 22,178 | |

The accompanying notes are an integral part of these Consolidated Financial Statements.

*[Tab](#i731d6810529548b4b43db02179f7869f_10)[le of Contents](#i731d6810529548b4b43db02179f7869f_10)*

*Company Overview*

Archer-Daniels-Midland Company and its subsidiaries (the "Company" or "ADM") unlock the power of nature to enrich the quality of life.

ADM is a premier human and animal nutrition provider, offering one of the industry's broadest portfolios of ingredients and solutions from nature.

The Company is a trailblazer in health and well-being, with an industry-leading range of products for consumers looking for new ways to live healthier lives.

ADM is a cutting-edge innovator, guiding the way to a future of new consumer and industrial solutions.

Around the globe, the Company's innovation and expertise are meeting critical needs while nourishing quality of life and supporting a healthier planet.

Segment and Geographic Information for further details on the nature of the Company's business and its reportable operating segments.

*[Tab](#i731d6810529548b4b43db02179f7869f_10)[le of Contents](#i731d6810529548b4b43db02179f7869f_10)*

*Short-Term Marketable Securities*

Short-term marketable securities include foreign government securities with maturities greater than three months and less than one year and are recorded at fair value with gains and losses on these investments included in Other income in the Consolidated Statements of Earnings.

The Company’s revenue that is generated from physically settled derivative sales contracts is accounted for under ASC 815, *Derivatives and Hedging* (Topic 815), and revenue from sales of other products and services is accounted for under ASC 606, *Revenue from Contracts with Customers* (Topic 606).

Revenue from physically settled derivative sales contracts primarily relates to forward sales of commodities where such contracts meet the definition of a derivatives under ASC 815.

Archer-Daniels-Midland Company

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

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

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

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

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

| Noncontrolling interests | | | 13 | | | | | | 33 | | |

| Asset impairment charges | | | 309 | | | | | | 37 | | | | | | 125 | | |

| Net borrowings (payments) under lines of credit agreements | | | (390) | | | | | | (428) | | | | | | (1,085) | | |

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

| Balance, December 31, 2020 | | | 556 | | | | | | $ | 2,824 | | | | | $ | 19,780 | | | | | $ | (2,604) | | | | | $ | 22 | | | | | $ | 20,022 | |

| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,008 | | |

| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,485 | | |

*Nature of Business*

ADM unlocks the power of nature to enrich the quality of life for people and animals.

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.

Summary of Significant Accounting Policies (Continued)

| | | | | | | | | |

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

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

| Beginning, January 1 | | | $ | 199 | | $ | 122 | |

| Current year provisions | | | 6 | | | 88 | | |

| Foreign exchange translation adjustment | | | — | | | (2) | | |

| Ending, December 31 | | | $ | 215 | | $ | 199 | |

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

| Finished goods | | | 6,482 | | | | | | 7,796 | | |

The Company recorded impairment charges totaling $201 million related to goodwill, customer list, and discontinued animal nutrition trademarks, $2 million related to customer list, and $52 million related to goodwill and other intangibles during the years ended December 31, 2023, 2022, and 2021, respectively (see Note 9 for additional information).

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.

*Asset Abandonments and Write-Downs*

During 2023, 2022 and 2021, the Company temporarily idled certain assets which were not material.

The Company follows a policy of recognizing revenue at a single point in time when it satisfies its performance obligation by transferring control over a product or service to a customer.

For transportation service contracts, the Company recognizes revenue over time as the mode of transportation moves towards its destination in accordance with the transfer of control guidance of ASC Topic 606, *Revenue from Contracts with Customers* (“Topic 606”).

For physically settled derivative sales contracts that are outside the scope of Topic 606, the Company recognizes revenue when control of the inventory is transferred within the meaning of Topic 606 as required by ASC 610-20, *Gains and Losses from the Derecognition of Nonfinancial Assets* (“Topic 610-20”).

These valuation models require the input of subjective assumptions.

*Redeemable Noncontrolling Interest*

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and [removed: interim] Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of December 31, [removed: 2023.][added: 2024.]

Based on that evaluation, the Company’s Chief Executive Officer and [removed: interim] Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, [removed: 2023 and 2022,] [added: 2024,] due to the material weakness described below.

Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and [removed: interim] Chief Financial Officer, the Company’s management assessed the design and operating effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Based on this assessment, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, [removed: 2023 and 2022,] [added: 2024,] due to the material weakness described below.

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 [removed: intersegment sales.][added: segment disclosures.]

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

The absence of adequate controls with respect to the reporting of intersegment sales impacted the [added: completeness and] 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 [removed: 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.

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: 2023.][added: 2024.]

The Company [removed: is implementing] [added: continues to implement] 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.

While the Company believes that these efforts [removed: will improve] [added: have improved] its internal control over financial reporting, the Company will not be able to conclude whether the steps the Company [removed: is taking] [added: has taken] 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.

The Company is [removed: implementing a new] [added: undertaking upgrades to its IT platforms and, in particular, certain of its] enterprise resource planning (ERP) [removed: system] [added: systems] on a worldwide basis, which is expected to occur in phases over the next several years.

Except for the material weakness described above and the related [added: implementation of] remediation [removed: measures that are being implemented,] [added: measures,] there have been no changes in internal control over financial reporting during the [removed: quarter] [added: year] ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting did not include the internal controls of Revela Foods, LLC (“Revela”), Fuerst Day Lawson Ltd. (“FDL”), PT Trouw Nutrition Indonesia (“PT”) and Totally Natural Solutions Ltd. (“TNS”), which were acquired in the year ended December 31, 2024.

In accordance with the SEC guidance regarding the reporting of internal control over financial reporting in connection with an acquisition, management may omit an assessment of an acquired business’ internal control over financial reporting from management’s assessment of internal control over financial reporting for a period not to exceed one year from the date of acquisition.

Revela, FDL, PT and TNS are included in the Company’s Consolidated Financial Statements and constituted 1.0% of total assets, after excluding goodwill and intangibles assets recorded, as of December 31, 2024, and 0.4% and 1.1% of revenues and net earnings attributable to controlling interests, respectively, for the year ended December 31, 2024.

In addition, appropriate controls were not in place for the reporting of intersegment sales and for the application of disclosure requirements within ASC 280, *Segment Reporting*.

*[Table of Contents](#i731d6810529548b4b43db02179f7869f_10)*

ARCHER-DANIELS-MIDLAND COMPANY

PART II

That report is included herein and is incorporated in this Item 9A by reference.

Specifically, the Company has (i) enhanced the Company’s accounting policies with respect to the measurement of intersegment sales and (ii) improved its documentation of the Company’s pricing guidelines for intersegment sales.

In addition, the design and documentation of the execution of pricing and measurement controls for segment disclosure purposes and projected financial information used in impairment analyses have been enhanced, and testing of these controls will continue as part of the regular internal control over financial reporting process.

Further, training for relevant personnel on the measurement of intersegment sales and application of relevant accounting guidance to intersegment sales and segment disclosures has been provided and remains ongoing.

The Company did not have any further deployments of updated ERP systems during the year ended December 31, 2024.

During the year ended December 31, 2024, the Company completed the acquisitions of Revela, FDL, PT, and TNS.

As a result of the acquisitions, the Company is in the process of reviewing the internal control structures of these businesses and, if necessary, will make appropriate changes as the Company incorporates its controls and procedures into the acquired businesses.

That report is included herein.

| | | | | | |

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

| /s/ Juan R. Luciano Juan R. Luciano Chairman, Chief Executive Officer, and President | | | /s/ Ismael Roig Ismael Roig Senior Vice President and Interim Chief Financial Officer | | |

Item 9A.

CONTROLS AND PROCEDURES (Continued)

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.

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

The Company 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 above, the implementation of the new ERP system in these instances has not materially affected its internal control over financial reporting.

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, [removed: 2023.][added: 2024.]

*[Table of Contents](#i731d6810529548b4b43db02179f7869f_10)*

ARCHER-DANIELS-MIDLAND COMPANY

[removed: 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] [added: The other information required by this Item] 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,” [removed: and] “Report of the Audit [removed: Committee”] [added: Committee,” "Delinquent Section 16(a) Reports", and "Insider Trading Policy"] of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April [removed: 29, 2024] [added: 30, 2025,] and is incorporated herein by reference.

[removed: Information] [added: Certain information] with respect to executive officers [removed: and certain significant employees] of the Company [removed: is set forth below.][added: appears in Part I.]

[removed: Item 10.][added: Item 1.]

Business under the heading "Information about Our Executive Officers."

Officers of the Company are elected by the Board of Directors for terms of one year and until their successors are duly elected and qualified.

Except as otherwise indicated, all positions are with the Company.

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

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

| | | | Name | | | | | | Titles | | | | | | Age | | |

| | | | Benjamin I. Bard | | | | | | Vice President and Chief Integrity Officer from December 2023. Vice President and Chief Audit Executive since June 2021. Global Chief Compliance Officer from January 2014 to December 2023. | | | | | | 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. | | | | | | 52 | | |

| | | | Christopher M. Cuddy | | | | | | Senior Vice President of the Company since May 2015. President, Carbohydrate Solutions business unit since March 2015. | | | | | | 50 | | |

| | | | Pierre-Christophe Duprat | | | | | | President, International Corn Milling since August 2022. President, 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 2018. | | | | | | 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. | | | | | | 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. | | | | | | 45 | | |

| | | | Leticia Goncalves | | | | | | President, Precision Fermentation and ADM Ventures since November 2023. President, Global Foods from March 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. | | | | | | 49 | | |

| | | | 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 | | |

| | | | Domingo Lastra | | | | | | President, South America since July 2017. | | | | | | 55 | | |

| | | | Juan R. Luciano | | | | | | Chair of the Board of Directors since January 2016. Chief Executive Officer and President since January 2015. | | | | | | 62 | | |

| | | | 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 | | |

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

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (Continued)

| | | | Vikram Luthar | | | | | | 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. | | | | | | 57 | | |

| | | | 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 | | |

| | | | 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. | | | | | | 52 | | |

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

| | | | Ian Pinner | | | | | | Senior Vice President of the Company since January 2020. President, Nutrition business unit and Chief Sales and Marketing Officer since November 2023. Chief Strategy and Innovation Officer from January 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. Chief Growth Officer from July 2017 to August 2018. | | | | | | 51 | | |

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

| | | | Joseph D. Taets | | | | | | Senior Vice President of the Company since August 2011. President, Animal Nutrition since February 2024. Senior Vice President, Nutrition Operations since December 2023. President, Asia Pacific from May 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. | | | | | | 58 | | |

| | | | 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 | | |

| | | | Thuy-Nga T. Vo | | | | | | Chief Counsel, Corporate, Securities, and Mergers and Acquisitions and Assistant Secretary since January 2017. | | | | | | 59 | | |

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

[removed: Information responsive to] [added: The information required by] this Item is set forth in “Compensation Discussion and Analysis,” “Executive Compensation,” [added: “Compensation] and [added: Succession Committee Report,” “Compensation and Succession Committee Interlocks and Insider Participation,” and] “Director Compensation” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April [removed: 29, 2024,] [added: 30, 2025] and is incorporated herein by reference.

[removed: Information responsive to] [added: The information required by] 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: 2023”] [added: 2024”] of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April [removed: 29, 2024,] [added: 30, 2025] and is incorporated herein by reference.

[removed: Information responsive to] [added: The information required by] this Item is set forth in “Certain Relationships and Related Transactions,” “Review and Approval of Certain Relationships and Related Transactions,” and “Independence of Directors” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April [removed: 29, 2024,] [added: 30, 2025] and is incorporated herein by reference.

[removed: Information responsive to] [added: The information required by] this Item is set forth in “Fees Paid to Independent Auditors” and “Audit Committee Pre-Approval Policies” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April [removed: 29, 2024,] [added: 30, 2025] and is incorporated herein by reference.

*[Table of Contents](#i731d6810529548b4b43db02179f7869f_10)*

ARCHER-DANIELS-MIDLAND COMPANY

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

Item 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

| (a)(1) | | | See Item 8, “Financial Statements and Supplementary Data,” for a list of financial statements. | | |

| (a)(2) | | | Financial statement schedules | | |

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

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

| SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Beginning of | | | | | | | | | | | | | | | | | | | | | | | | End of | | |

| (In millions) | | | Year Balance | | | | | | Additions | | | | | | Deductions (1) | | | | | | Other (2) | | | | | | Year Balance | | |

| Allowance for doubtful accounts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| December 31, 2021 | | | $ | 100 | | | | | 32 | | | | | | (28) | | | | | | 18 | | | | | | $ | 122 | |

| December 31, 2022 | | | $ | 122 | | | | | 88 | | | | | | (12) | | | | | | 1 | | | | | | $ | 199 | |

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

| (In millions) | | | Year Balance | | | | | | Additions | | | | | | Deductions | | | | | | Other | | | | | | Year Balance | | |

| Income tax valuation allowance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| December 31, 2021 | | | $ | 339 | | | | | 7 | | | | | | (65) | | | | | | — | | | | | | $ | 281 | |

| December 31, 2022 | | | $ | 281 | | | | | 18 | | | | | | (90) | | | | | | — | | | | | | $ | 209 | |

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

| (1) Uncollectible accounts written off | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (2) Impact of reclassifications, foreign exchange translation, and other adjustments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

All other schedules are either not required, not applicable, or the information is otherwise included.

| (a)(3) | | | List of exhibits | | |

(3i)[Composite Certificate of Incorporation, as amended (incorporated by reference to Exhibit (3)(i) to the Company’s Form 10-Q for the quarter ended September 30, 2001).](http://www.sec.gov/Archives/edgar/data/7084/000000708401500056/adm10q_3i.htm)

(3ii)[Bylaws, as amended through November 2, 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)

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)

(4)Instruments defining the rights of security holders, including:

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

(ii)Indenture, dated as of June 1, 1986, by and between the Company and The Bank of New York Mellon (successor to JPMorgan Chase, The Chase Manhattan Bank, Chemical Bank, and Manufacturers Hanover Trust Company), as Trustee (incorporated by reference to Exhibit 4(a) to the Company’s Registration Statement on Form S-3 (File No. 33-6721)), as amended and supplemented by Supplemental Indenture, dated as of August 1, 1989, by and between the Company and The Bank of New York Mellon (successor to JPMorgan Chase, The Chase Manhattan Bank, Chemical Bank and Manufacturers Hanover Trust Company), as Trustee (incorporated by reference to Exhibit 4(c) to Post Effective Amendment No. 3 to the Company’s Registration Statement on Form S-3 (No. 33-6721)), relating to:

the $350,000,000 – 7 1/2% Debentures due March 15, 2027,

the $200,000,000 – 6 3/4% Debentures due December 15, 2027,

the $300,000,000 – 6 5/8% Debentures due May 1, 2029,

the $400,000,000 – 7% Debentures due February 1, 2031,

the $500,000,000 – 5.935% Debentures due October 1, 2032,

the $600,000,000 – 5.375% Debentures due September 15, 2035, and

the $250,000,000 – 6.95% Debentures due December 15, 2097.

(iii)[Indenture, dated as of September 20, 2006, by and between the Company and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., as Trustee (incorporated by reference to Exhibit 4 to the Company](http://www.sec.gov/Archives/edgar/data/7084/000095013406018139/c08600exv4.htm)’[s Registration Statement on Form S-3](http://www.sec.gov/Archives/edgar/data/7084/000095013406018139/c08600exv4.htm)), as amended and supplemented by [First Supplemental Indenture, dated as of June 3, 2008, by and between the Company and The Bank of New York Mellon (formerly known as The Bank of New York) (incorporated by reference to Exhibit 4.6 to the Company](http://www.sec.gov/Archives/edgar/data/7084/000095013708008113/c27162exv4w6.htm)’[s Current Report on Form 8-K filed on June 3, 2008)](http://www.sec.gov/Archives/edgar/data/7084/000095013708008113/c27162exv4w6.htm), [Second Supplemental Indenture, dated as of November 29, 2010, by and between the Company and The Bank of New York Mellon (incorporated by reference to Exhibit 4.3 to the Company](http://www.sec.gov/Archives/edgar/data/7084/000095012310109766/c61586exv4w3.htm)’[s Current Report on Form 8-K filed on November 30, 2010)](http://www.sec.gov/Archives/edgar/data/7084/000095012310109766/c61586exv4w3.htm), and [Third Supplemental Indenture, dated as of April 4, 2011, between the Company and The Bank of New York Mellon (incorporated by reference to Exhibit 4.4 to the Company](http://www.sec.gov/Archives/edgar/data/7084/000095012311034052/c63929exv4w4.htm)’[s Current Report on Form 8-K filed on April 8, 2011),](http://www.sec.gov/Archives/edgar/data/7084/000095012311034052/c63929exv4w4.htm) relating to:

the $500,000,000 – 6.45% Debentures due January 15, 2038,

the $1,000,000,000 – 5.765% Debentures due March 1, 2041, and

[removed: (xxvii)[Archer-Daniels-Midland] [added: | [(10](https://www.sec.gov/Archives/edgar/data/7084/000119312520084320/d865428ddef14a.htm)[.2](https://www.sec.gov/Archives/edgar/data/7084/000119312520084320/d865428ddef14a.htm)[2](https://www.sec.gov/Archives/edgar/data/7084/000119312520084320/d865428ddef14a.htm)[)](https://www.sec.gov/Archives/edgar/data/7084/000119312520084320/d865428ddef14a.htm) | | | | | | Archer-Daniels-Midland] Company 2020 Incentive Compensation [removed: Plan (incorporated] [added: Plan. | | | | | | Incorporated] by reference to Annex B to the Company’s Definitive Proxy Statement filed on March 25, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/7084/000119312520084320/d865428ddef14a.htm)][added: 2020. | | |]

[removed: (xxviii)[Form] [added: | [(](https://www.sec.gov/Archives/edgar/data/7084/000000708420000025/adm-ex1012020psutermsa.htm)[10](https://www.sec.gov/Archives/edgar/data/7084/000000708420000025/adm-ex1012020psutermsa.htm)[.2](https://www.sec.gov/Archives/edgar/data/7084/000000708420000025/adm-ex1012020psutermsa.htm)[3](https://www.sec.gov/Archives/edgar/data/7084/000000708420000025/adm-ex1012020psutermsa.htm)[)](https://www.sec.gov/Archives/edgar/data/7084/000000708420000025/adm-ex1012020psutermsa.htm) | | | | | | Form] of Performance Share Unit Award Agreement under the Company’s 2020 Incentive [removed: Plan (incorporated] [added: Plan. | | | | | | Incorporated] by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2020)](https://www.sec.gov/Archives/edgar/data/7084/000000708420000025/adm-ex1012020psutermsa.htm).][added: 2020. | | |]

[removed: (xxix)[Form] [added: | [(](https://www.sec.gov/Archives/edgar/data/7084/000000708420000025/adm-ex1022020rsutermsa.htm)[10](https://www.sec.gov/Archives/edgar/data/7084/000000708420000025/adm-ex1022020rsutermsa.htm)[.2](https://www.sec.gov/Archives/edgar/data/7084/000000708420000025/adm-ex1022020rsutermsa.htm)[4](https://www.sec.gov/Archives/edgar/data/7084/000000708420000025/adm-ex1022020rsutermsa.htm)[)](https://www.sec.gov/Archives/edgar/data/7084/000000708420000025/adm-ex1022020rsutermsa.htm) | | | | | | Form] of Restricted Stock Unit Award Agreement under the Company’s 2020 Incentive [removed: Plan (incorporated] [added: Plan. | | | | | | Incorporated] by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2020)](https://www.sec.gov/Archives/edgar/data/7084/000000708420000025/adm-ex1022020rsutermsa.htm).][added: 2020. | | |]

[removed: (xxx)[Form] [added: | [(](https://www.sec.gov/Archives/edgar/data/7084/000000708422000013/adm-ex101_2022331xq1.htm)[10](https://www.sec.gov/Archives/edgar/data/7084/000000708422000013/adm-ex101_2022331xq1.htm)[.](https://www.sec.gov/Archives/edgar/data/7084/000000708422000013/adm-ex101_2022331xq1.htm)[25](https://www.sec.gov/Archives/edgar/data/7084/000000708422000013/adm-ex101_2022331xq1.htm)[)](https://www.sec.gov/Archives/edgar/data/7084/000000708422000013/adm-ex101_2022331xq1.htm) | | | | | | Form] of Performance Share Unit Award Agreement under the Company’s 2020 Incentive [removed: Plan (incorporated] [added: Plan. | | | | | | Incorporated] by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/7084/000000708422000013/adm-ex101_2022331xq1.htm)][added: 2022. | | |]

[removed: (xxxi)[Form] [added: | [(10](https://www.sec.gov/Archives/edgar/data/7084/000000708422000013/adm-ex102_2022331xq1.htm)[.](https://www.sec.gov/Archives/edgar/data/7084/000000708422000013/adm-ex102_2022331xq1.htm)[26](https://www.sec.gov/Archives/edgar/data/7084/000000708422000013/adm-ex102_2022331xq1.htm)[)](https://www.sec.gov/Archives/edgar/data/7084/000000708422000013/adm-ex102_2022331xq1.htm) | | | | | | Form] of Restricted Stock Unit Award Agreement under the Company’s 2020 Incentive [removed: Plan (incorporated] [added: Plan. | | | | | | Incorporated] by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/7084/000000708422000013/adm-ex102_2022331xq1.htm)][added: 2022. | | |]

[removed: (xxxii)[Form] [added: | [(10](https://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex1012023331x10q.htm)[.](https://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex1012023331x10q.htm)[2](https://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex1012023331x10q.htm)[7](https://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex1012023331x10q.htm)[)](https://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex1012023331x10q.htm) | | | | | | Form] of Performance Share Unit [removed: 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] [added: Award Agreement] under the [removed: 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] [added: Company’s 2020] Incentive Compensation [removed: Plan (incorporated] [added: Plan. | | | | | | Incorporated] by reference to Exhibit 10.1 [removed: 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] [added: to the] Company’s Quarterly Report on Form 10-Q [removed: fo](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex1012023331x10q.htm)[r] [added: for] the quarter ended [removed: Marc](http://www.sec.gov/Archives/edgar/data/7084/000000708423000017/adm-ex1012023331x10q.htm)[h] [added: March] 31, [removed: 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)][added: 2023. | | |]