Archer-Daniels-Midland 10-Q 2024-06-30
Filed 2024-07-30. 8 sections, 276K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-44

ARCHER-DANIELS-MIDLAND COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 41-0129150 | ||||||||||
| (State or other jurisdiction of incorporation or organization) | (I. R. S. Employer Identification No.) | ||||||||||
| 77 West Wacker Drive, Suite 4600 | |||||||||||
| Chicago, | Illinois | 60601 | |||||||||
| (Address of principal executive offices) | (Zip Code) |
(312) 634-8100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, no par value | ADM | NYSE | ||||||
| 1.000% Notes due 2025 | NYSE |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☒ | Accelerated Filer | ☐ | Emerging Growth Company | ☐ | ||||||||||||
| Non-accelerated Filer | ☐ | Smaller Reporting Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock, no par value – 478,142,028 shares
(July 29, 2024)
SAFE HARBOR STATEMENT
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q, are forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “outlook,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements the Company makes relating to its future results and operations, growth opportunities, pending litigation and investigations, and timing of the remediation of the Company’s material weakness in the Company’s internal control over financial reporting are forward-looking statements. All forward-looking statements are subject to significant risks, uncertainties and changes in circumstances that could cause actual results and outcomes to differ materially from the forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties, including, without limitation, those that are described in Item 1A, "Risk Factors" included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as may be updated in this or subsequent Quarterly Reports on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Except to the extent required by law, 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.
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Archer-Daniels-Midland Company
Consolidated Statements of Earnings
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| (In millions, except per share amounts) | |||||||||||||||||||||||
| Revenues | $ | 22,248 | $ | 25,190 | $ | 44,095 | $ | 49,262 | |||||||||||||||
| Cost of products sold | 20,852 | 23,307 | 41,040 | 45,299 | |||||||||||||||||||
| Gross Profit | 1,396 | 1,883 | 3,055 | 3,963 | |||||||||||||||||||
| Selling, general, and administrative expenses | 907 | 841 | 1,858 | 1,722 | |||||||||||||||||||
| Asset impairment, exit, and restructuring costs | 7 | 60 | 25 | 67 | |||||||||||||||||||
| Equity in earnings of unconsolidated affiliates | (152) | (151) | (364) | (325) | |||||||||||||||||||
| Interest and investment income | (140) | (142) | (263) | (276) | |||||||||||||||||||
| Interest expense | 187 | 180 | 353 | 327 | |||||||||||||||||||
| Other (income) expense – net | (9) | (37) | (35) | (81) | |||||||||||||||||||
| Earnings Before Income Taxes | 596 | 1,132 | 1,481 | 2,529 | |||||||||||||||||||
| Income tax expense | 115 | 204 | 281 | 429 | |||||||||||||||||||
| Net Earnings Including Noncontrolling Interests | 481 | 928 | 1,200 | 2,100 | |||||||||||||||||||
| Less: Net earnings (losses) attributable to noncontrolling interests | (5) | 1 | (15) | 3 | |||||||||||||||||||
| Net Earnings Attributable to Controlling Interests | $ | 486 | $ | 927 | $ | 1,215 | $ | 2,097 | |||||||||||||||
| Average number of shares outstanding – basic | 492 | 545 | 503 | 548 | |||||||||||||||||||
| Average number of shares outstanding – diluted | 493 | 546 | 503 | 549 | |||||||||||||||||||
| Basic earnings per common share | $ | 0.99 | $ | 1.70 | $ | 2.42 | $ | 3.83 | |||||||||||||||
| Diluted earnings per common share | $ | 0.98 | $ | 1.70 | $ | 2.41 | $ | 3.82 | |||||||||||||||
| Dividends per common share | $ | 0.50 | $ | 0.45 | $ | 1.00 | $ | 0.90 |
See notes to consolidated financial statements.
Archer-Daniels-Midland Company
Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Net earnings including noncontrolling interests | $ | 481 | $ | 928 | $ | 1,200 | $ | 2,100 | |||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustment | (261) | 35 | (257) | 188 | |||||||||||||||||||
| Tax effect | (6) | 14 | (26) | 28 | |||||||||||||||||||
| Net of tax amount | (267) | 49 | (283) | 216 | |||||||||||||||||||
| Pension and other postretirement benefit liabilities adjustment | (3) | (6) | (7) | (32) | |||||||||||||||||||
| Tax effect | 1 | 4 | 2 | (9) | |||||||||||||||||||
| Net of tax amount | (2) | (2) | (5) | (41) | |||||||||||||||||||
| Deferred gain (loss) on hedging activities | (48) | (37) | (117) | (141) | |||||||||||||||||||
| Tax effect | 6 | 16 | 16 | 32 | |||||||||||||||||||
| Net of tax amount | (42) | (21) | (101) | (109) | |||||||||||||||||||
| Unrealized gain (loss) on investments | — | 4 | (7) | 8 | |||||||||||||||||||
| Tax effect | — | (1) | (1) | (2) | |||||||||||||||||||
| Net of tax amount | — | 3 | (8) | 6 | |||||||||||||||||||
| Other comprehensive income (loss) | (311) | 29 | (397) | 72 | |||||||||||||||||||
| Comprehensive income (loss) | 170 | 957 | 803 | 2,172 | |||||||||||||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | (6) | — | (19) | (1) | |||||||||||||||||||
| Comprehensive income (loss) attributable to controlling interests | $ | 176 | $ | 957 | $ | 822 | $ | 2,173 |
See notes to consolidated financial statements.
Archer-Daniels-Midland Company
Consolidated Balance Sheets
| (In millions) | June 30, 2024 | December 31, 2023 | |||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | 764 | $ | 1,368 | |||||||
| S |
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Segment operating profit and adjusted segment operating profit (both non-GAAP measures) are reconciled to earnings before income taxes, the most directly comparable GAAP measure, for the quarter as follows:
| Three Months Ended | |||||||||||||||||
| June 30, | |||||||||||||||||
| Segment Operating Profit (Loss) | 2024 | 2023 | Change | ||||||||||||||
| (In millions) | |||||||||||||||||
| Earnings before income taxes | $ | 596 | $ | 1,132 | $ | (536) | |||||||||||
| Corporate Unallocated | 418 | 393 | 25 | ||||||||||||||
| Segment Operating Profit | 1,014 | 1,525 | (511) | ||||||||||||||
| Specified Items: | |||||||||||||||||
| Gains on sale of assets | — | (11) | 11 | ||||||||||||||
| Impairment and restructuring charges | 7 | 114 | (107) | ||||||||||||||
| Adjusted Segment Operating Profit | $ | 1,021 | $ | 1,628 | $ | (607) | |||||||||||
| Ag Services and Oilseeds | |||||||||||||||||
| Ag Services | $ | 122 | $ | 380 | $ | (258) | |||||||||||
| Crushing | 132 | 224 | (92) | ||||||||||||||
| Refined Products and Other | 137 | 362 | (225) | ||||||||||||||
| Wilmar | 68 | 88 | (20) | ||||||||||||||
| Total Ag Services and Oilseeds | $ | 459 | $ | 1,054 | $ | (595) | |||||||||||
| Carbohydrate Solutions | |||||||||||||||||
| Starches and Sweeteners | $ | 323 | $ | 301 | $ | 22 | |||||||||||
| Vantage Corn Processors | 34 | 18 | 16 | ||||||||||||||
| Total Carbohydrate Solutions | $ | 357 | $ | 319 | $ | 38 | |||||||||||
| Nutrition | |||||||||||||||||
| Human Nutrition | $ | 103 | $ | 185 | $ | (82) | |||||||||||
| Animal Nutrition | 6 | (16) | 22 | ||||||||||||||
| Total Nutrition | $ | 109 | $ | 169 | $ | (60) | |||||||||||
| Other Business | $ | 96 | 86 | 10 | |||||||||||||
| Segment Operating Profit | $ | 1,021 | $ | 1,628 | $ | (607) | |||||||||||
Ag Services and Oilseeds operating profit decreased 56%. Ag Services results were lower than the second quarter of 2023 due to the stabilization of trade flows leading to lower global trade and risk management results. In South America, slower farmer selling led to much lower margins. North American results were lower due to strong supplies out of Brazil and Argentina shifting export demand to South America. Crushing results were lower than the prior year quarter as global soy crush margins moderated due to more balanced supply and demand conditions and lower oil values caused by an increase in imports of used cooking oil. During the quarter, negative mark-to-market timing impacts were significantly lower than in the prior-year quarter. Refined Products & Other (RPO) results were lower, as the margin structure in North America and EMEA has eased from historically high levels in the prior year period. RPO negative mark-to-market timing impacts affected current quarter results versus positive impacts in the prior-year quarter. Equity earnings from Wilmar were lower versus the second quarter of 2023.
Carbohydrate Solutions operating profit increased 12%. Starches and Sweeteners results were higher year-over-year as strong starches and sweeteners margins and higher volumes were partially offset by lower domestic ethanol margins, as well as
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
moderating margins in the EMEA region. Vantage Corn Processors results improved year-over-year as strong demand for exports of ethanol supported higher margins.
Nutrition operating profit decreased 36%. Human Nutrition results were lower than the second quarter of 2023 as impacts related to unplanned downtime at Decatur East, a normalizing texturants market, and higher manufacturing costs negatively impacted margins. Animal Nutrition results were higher compared to the same quarter last year as cost optimization efforts and lower input costs bolstered margins.
Other Business operating profit increased $10 million. Captive insurance results were higher due to lower claim activity. ADM Investor Services was lower on higher operating costs.
Corporate unallocated results for the quarter were as follows:
| Three Months Ended | |||||||||||||||||||||||
| June 30, | |||||||||||||||||||||||
| 2024 | 2023 | Change | |||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Interest expense-net | $ | (128) | $ | (125) | $ | (3) | |||||||||||||||||
| Unallocated corporate costs | (292) | (262) | (30) | ||||||||||||||||||||
| Expenses related to acquisitions | (4) | (3) | (1) | ||||||||||||||||||||
| Gain on debt conversion option | — | 1 | (1) | ||||||||||||||||||||
| Restructuring charges | — | (3) | 3 | ||||||||||||||||||||
| Other income (expense) | 6 | (1) | 7 | ||||||||||||||||||||
| Total Corporate Unallocated | $ | (418) | $ | (393) | $ | (25) |
Corporate unallocated results were a net charge of $418 million in the current quarter compared to a net charge of $393 million in the prior-year quarter. Interest expense-net increased $3 million due to higher borrowings. Unallocated corporate costs increased $30 million due primarily to increases in legal and professional fees, global technology spend, and securitization fees. Gain on debt conversion option in the prior-year quarter was related to the mark-to-market adjustment of the conversion option of the exchangeable bonds issued in August 2020. Other income in the current quarter includes foreign exchange gains of $12 million and the non-service components of net pension benefit income of $5 million. Other expense in the prior-year quarter included foreign exchange losses and railroad maintenance expenses, partially offset by the non-service components of net pension benefit income of $5 million.
Non-GAAP Financial Measures
The Company uses adjusted net earnings, adjusted earnings per share (EPS), EBITDA, adjusted EBITDA, segment operating profit, and adjusted segment operating profit, non-GAAP financial measures as defined by the Securities and Exchange Commission, to evaluate the Company’s financial performance. These performance measures are not defined by accounting principles generally accepted in the United States and should be considered in addition to, and not in lieu of, GAAP financial measures.
Adjusted net earnings is defined as net earnings adjusted for the effects on net earnings of specified items. Adjusted EPS is defined as diluted EPS adjusted for the effects on reported diluted EPS of specified items. EBITDA is defined as earnings before interest on borrowings, taxes, and depreciation and amortization. Adjusted EBITDA is defined as earnings before interest on borrowings, taxes, depreciation, and amortization, adjusted for specified items. The Company calculates adjusted EBITDA by removing the impact of specified items and adding back the amounts of income tax expense, interest expense on borrowings and depreciation and amortization to net earnings. Segment operating profit is total operating profit of the Company’s reportable segments. Adjusted segment operating profit is segment operating profit adjusted, where applicable, for specified items.
Management believes that adjusted net earnings, adjusted EPS, EBITDA, adjusted EBITDA, segment operating profit, and adjusted segment operating profit are useful measures of the Company’s performance because they provide investors additional information about the Company’s operations allowing better evaluation of underlying business performance and better period-
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
to-period comparability. Adjusted net earnings, adjusted EPS, EBITDA, adjusted EBITDA, segment operating profit, and adjusted segment operating profit are not intended to replace or be an alternative to net earnings, diluted EPS and earnings before income taxes, the most directly comparable amounts reported under GAAP. The table on page 47 provides a reconciliation of segment operating profit and adjusted segment operating profit to earnings before income taxes for the three months ended June 30, 2024 and 2023.
The table below provides a reconciliation of net earnings to adjusted net earnings and diluted EPS to adjusted EPS for the three months ended June 30, 2024 and 2023.
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| In millions | Per share | In millions | Per share | ||||||||||||||||||||
| Average number of shares outstanding - diluted | 493 | 546 | |||||||||||||||||||||
| Net earnings and reported EPS (fully diluted) | $ | 486 | $ | 0.98 | $ | 927 | $ | 1.70 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Gains on sale of assets and businesses - net of tax of $3 million in 2023 (1) | — | — | (8) | (0.02) | |||||||||||||||||||
| Gain on debt conversion option | — | — | (1) | — | |||||||||||||||||||
| Impairment and restructuring charges and contingency provisions - net of tax of $2 million in 2024 and $24 million in 2023 (1) | 5 | 0.01 | 93 | 0.17 | |||||||||||||||||||
| Expenses related to acquisitions - net of tax of $1 million in 2024 and 2023(1) | 3 | 0.01 | 2 | — | |||||||||||||||||||
| Certain discrete tax adjustments | 14 | 0.03 | 21 | 0.04 | |||||||||||||||||||
| Total adjustments | 22 | 0.05 | 107 | 0.19 | |||||||||||||||||||
| Adjusted net earnings and adjusted EPS | $ | 508 | $ | 1.03 | $ | 1,034 | $ | 1.89 | |||||||||||||||
(1) Tax effected using the U.S. and other applicable tax rates.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
The tables below provide a reconciliation of net earnings to EBITDA and adjusted EBITDA for the three months ended June 30, 2024 and 2023.
| Three Months Ended | |||||||||||||||||
| June 30, | |||||||||||||||||
| (In millions) | 2024 | 2023 | Change | ||||||||||||||
| Net earnings | $ | 486 | $ | 927 | $ | (441) | |||||||||||
| Net earnings (losses) attributable to noncontrolling interests | (5) | 1 | (6) | ||||||||||||||
| Income tax expense | 115 | 204 | (89) | ||||||||||||||
| Interest expense | 135 | 124 | 11 | ||||||||||||||
| Depreciation and amortization | 286 | 262 | 24 | ||||||||||||||
| EBITDA | 1,017 | 1,518 | (501) | ||||||||||||||
| (Gain) loss on sales of assets and businesses | — | (11) | 11 | ||||||||||||||
| Expenses related to acquisitions | 4 | 3 | 1 | ||||||||||||||
| Railroad maintenance expenses | 4 | 2 | 2 | ||||||||||||||
| Impairment and restructuring charges and contingency provisions | 7 | 117 | (110) | ||||||||||||||
| Adjusted EBITDA | $ | 1,032 | $ | 1,629 | $ | (597) | |||||||||||
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Market Factors Influencing Operations or Results in the Six Months Ended June 30, 2024
The Company is subject to a variety of market factors which affect the Company's operating results. In Ag Services and Oilseeds, following two years of very favorable market conditions, several headwinds in the agriculture cycle led to more normalized results throughout the entire value chain. Ag Services experienced slow South American farmer selling, low demand for North American exports, with good crop prospects in North America. Crushing experienced strong run rates in Europe and South America, the anticipation of a more normal global supply environment, and new capacity suppressing meal and oil values. In Refined Products and Other, oil values in North America were under pressure due to low carbon intensity feedstocks competing in the renewable diesel market, nevertheless the biodiesel mandate increase from B12 to B14 in Brazil had a positive impact on results. In Carbohydrate Solutions, demand for starches and sweeteners remained solid with margins remaining steady across the entire portfolio. Strong export demand for ethanol helped offset higher industry production to minimize the imbalance between supply and demand. In Nutrition, demand was softer in a few food and beverage product categories driven by shifts in consumer discretionary spend. Human Nutrition was impacted by inflation which drove lower demand and impacted sales volumes in alternative proteins. Demand has started to recover in the food, beverage, and dietary supplement segment. In Animal Nutrition, a soft amino acids market driven by price weakness in North America was partially compensated by a slightly improved market in Europe, Middle East, and Africa (EMEA). The global feed and feed additives market remained challenged on the demand side, with weakness in the Chinese beef and pork business and continued subdued global shrimp prices.
Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023
Earnings before taxes decreased $1.0 billion to $1.5 billion due to lower pricing and execution margins as well as higher corporate unallocated costs. Segment operating profit (a non-GAAP measure) decreased $0.9 billion to $2.3 billion and included a net charge of $13 million consisting of asset impairment charges totaling $13 million. Included in segment operating profit in the prior period was a net charge of $109 million consisting of charges totaling $121 million related to the impairment of certain assets, restructuring, and a contingency/settlement, partially offset by gains on the sale of certain assets of $12 million. Adjusted segment operating profit (a non-GAAP measure) decreased $1.0 billion to $2.3 billion due primarily to lower results in Crushing, Refined Products and Other, Ag Services, Human Nutrition, and Starches and Sweeteners, partially offset by higher results in Wilmar, Vantage Corn Processors, Animal Nutrition, and Other Business. Corporate unallocated results in the current period were a net charge of $0.8 billion. Corporate unallocated results in the prior period were a net charge of $0.7 billion and included a mark-to-market gain of $6 million on the conversion option of the exchangeable bonds issued in August 2020. The bonds were paid off in full, as scheduled, in August 2023.
Income taxes of $281 million decreased $148 million. The Company’s effective tax rate for the six months ended June 30, 2024 was 19.0% compared to 17.0% for the six months ended June 30, 2023. The increase in the rate was primarily due to the impact of discrete tax items, partially offset by the change in the geographic mix of forecasted pretax earnings.
Analysis of Statements of Earnings
Processed volumes by product for the six months ended June 30, 2024 and 2023 were as follows (in metric tons):
| Six Months Ended | |||||||||||||||||
| June 30, | |||||||||||||||||
| (In thousands) | 2024 | 2023 | Change | ||||||||||||||
| Oilseeds | 18,259 | 17,410 | 849 | ||||||||||||||
| Corn | 8,890 | 8,842 | 48 | ||||||||||||||
| Total | 27,149 | 26,252 | 897 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
The Company generally operates its production facilities, on an overall basis, at or near capacity, adjusting facilities individually, as needed, to react to the current margin environment and seasonal local supply and demand conditions. The overall increase in oilseeds processed volumes was primarily related to improved crush rates in South America and EMEA compared to lower crush rates in the prior year due to inclement weather, unplanned downtime, and reduced capacity due to the Russian-Ukraine war. In addition, plant reliability has increased slightly year over year.
Revenues by segment for the six months ended June 30, 2024 and 2023 were as follows:
| Six Months Ended | |||||||||||||||||
| June 30, | |||||||||||||||||
| 2024 | 2023 | Change | |||||||||||||||
| (In millions) | |||||||||||||||||
| Ag Services and Oilseeds | |||||||||||||||||
| Ag Services | $ | 22,943 | $ | 25,061 | $ | (2,118) | |||||||||||
| Crushing | 6,177 | 7,163 | (986) | ||||||||||||||
| Refined Products and Other | 5,432 | 6,199 | (767) | ||||||||||||||
| Total Ag Services and Oilseeds | 34,552 | 38,423 | (3,871) | ||||||||||||||
| Carbohydrate Solutions | |||||||||||||||||
| Starches and Sweeteners | 4,367 | 5,212 | (845) | ||||||||||||||
| Vantage Corn Processors | 1,210 | 1,706 | (496) | ||||||||||||||
| Total Carbohydrate Solutions | 5,577 | 6,918 | (1,341) | ||||||||||||||
| Nutrition | |||||||||||||||||
| Human Nutrition | 2,025 | 1,902 | 123 | ||||||||||||||
| Animal Nutrition | 1,719 | 1,804 | (85) | ||||||||||||||
| Total Nutrition | 3,744 | 3,706 | 38 | ||||||||||||||
| Other Business | 222 | 215 | 7 | ||||||||||||||
| Total | $ | 44,095 | $ | 49,262 | $ | (5,167) | |||||||||||
Revenues and cost of products sold in a commodity merchandising and processing business are significantly correlated to the underlying commodity prices and volumes. During periods of significant changes in commodity prices, management believes that margins can be a helpful indicator of the Company’s underlying performance because both revenues and cost of products sold, particularly in Ag Services and Oilseeds, generally have a relatively equal impact from commodity price changes, which generally result in an insignificant impact to gross profit.
Revenues decreased $5.2 billion to $44.1 billion due to lower sales prices ($8.5 billion), partially offset by higher sales volumes ($3.4 billion). Lower sales prices of oils, soybeans, corn, and meal, and lower sales volumes of milled rice and alcohol, were partially offset by higher sales volumes of soybeans, wheat, oils and corn. Ag Services and Oilseeds revenues decreased 10% to $34.6 billion due to lower sales prices ($7.4 billion), partially offset by higher sales volumes ($3.6 billion). Carbohydrate Solutions revenues decreased 19% to $5.6 billion due to lower sales prices ($1.2 billion) and lower sales volumes ($0.2 billion). Nutrition revenues increased 1% to $3.7 billion due to higher volumes ($0.1 billion), partially offset by lower prices ($0.1 billion).
Cost of products sold decreased $4.3 billion to $41.0 billion due principally to lower average commodity costs. Manufacturing expenses decreased $0.1 billion to $3.7 billion due principally to decreases in energy costs, and operating supplies, partially offset by increases in salaries and benefits, legal, professional, and other fees, and commercial services.
Foreign currency translation decreased revenues and cost of products sold by $50 million and $32 million, respectively.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Gross profit decreased $0.9 billion or 23% to $3.1 billion due principally to lower results in Ag Services and Oilseeds ($870 million), Human Nutrition ($102 million), and Starches and Sweeteners ($35 million), partially offset by Animal Nutrition ($44 million), Vantage Corn Processors ($24 million), and Other ($37 million). These factors are explained in the segment operating profit discussion on page 54.
Selling, general, and administrative expenses increased $0.1 billion to $1.9 billion due primarily to higher salaries and benefit costs, increased expenses for contracted outside labor, and higher legal and financing fees, partially offset by decreased provisions for bad debt.
Asset impairment, exit, and restructuring costs decreased $42 million to $25 million. Charges in the current period consisted of $10 million of impairments related to certain long-lived assets, and $4 million of restructuring, presented as specified items within segment operating profit, and $11 million of restructuring in Corporate unallocated. Charges in the prior period consisted of $46 million of impairments related to certain long-lived assets and intangible assets and $21 million of restructuring, presented as specified items within segment operating profit.
Equity in earnings of unconsolidated affiliates increased $39 million to $364 million due primarily to higher earnings from the Company’s investments in Almindones Mexicanos S.A., Wilmar, Skyland Grain, LLC, and Hungrana Kft., partially offset by lower earnings from ADM’s investment in SoyVen, Olenex Sarl, and Stratas.
Interest and investment income decreased $13 million to $263 million due primarily to a valuation loss related to an investment in alternative protein and precision fermentation, partially offset by higher interest income driven by higher interest rates.
Interest expense increased $26 million to $353 million due primarily to increased short-term rates on customer deposit balances in ADM Investor Services. Interest expense in the prior period included a $6 million mark-to-market gain adjustment related to the conversion option of the exchangeable bonds issued in August 2020. The exchangeable bonds were paid off in full in August 2023.
Other income-net decreased $46 million to $35 million. Income in the current period included gains on disposals of individually insignificant assets in the ordinary course of business, the non-service components of net pension benefit income, and net foreign exchange gains. Income in the prior period included gains on disposals of individually insignificant assets in the ordinary course of business, the non-service components of net pension benefit income, net foreign exchange gains, and net other income.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Segment operating profit (loss) and adjusted segment operating profit (both non-GAAP measures) are reconciled to earnings before income taxes, the most directly comparable GAAP measure, for the six months ended June 30, 2024 and 2023 as follows:
| Six Months Ended | |||||||||||||||||
| June 30, | |||||||||||||||||
| Segment Operating Profit (Loss) | 2024 | 2023 | Change | ||||||||||||||
| (In millions) | |||||||||||||||||
| Earnings before income taxes | $ | 1,481 | $ | 2,529 | $ | (1,048) | |||||||||||
| Corporate Unallocated | 844 | 715 | 129 | ||||||||||||||
| Segment Operating Profit | 2,325 | 3,244 | (919) | ||||||||||||||
| Specified Items: | |||||||||||||||||
| Gains on sale of assets | — | (12) | 12 | ||||||||||||||
| Impairment and restructuring charges | 13 | 121 | (108) | ||||||||||||||
| Adjusted Segment Operating Profit | $ | 2,338 | $ | 3,353 | $ | (1,015) | |||||||||||
| Ag Services and Oilseeds | |||||||||||||||||
| Ag Services | $ | 354 | $ | 728 | $ | (374) | |||||||||||
| Crushing | 445 | 651 | (206) | ||||||||||||||
| Refined Products and Other | 307 | 689 | (382) | ||||||||||||||
| Wilmar | 217 | 197 | 20 | ||||||||||||||
| Total Ag Services and Oilseeds | 1,323 | 2,265 | (942) | ||||||||||||||
| Carbohydrate Solutions | |||||||||||||||||
| Starches and Sweeteners | 584 | 614 | (30) | ||||||||||||||
| Vantage Corn Processors | 21 | (16) | 37 | ||||||||||||||
| Total Carbohydrate Solutions | 605 | 598 | 7 | ||||||||||||||
| Nutrition | |||||||||||||||||
| Human Nutrition | 179 | 323 | (144) | ||||||||||||||
| Animal Nutrition | 14 | (16) | 30 | ||||||||||||||
| Total Nutrition | 193 | 307 | (114) | ||||||||||||||
| Other Business | $ | 217 | 183 | 34 | |||||||||||||
| Segment Operating Profit | $ | 2,338 | $ | 3,353 | $ | (1,015) | |||||||||||
Ag Services and Oilseeds operating profit decreased 42%. Ag Services results are down from the prior period. South America Origination margins have compressed due to slower farmer selling and increased freight costs. North America Origination continues to see weak export demand and a carry market has contributed to slow farmer selling limiting trade opportunities. Execution in destination marketing as well as effective risk management continued to deliver strong Global Trade results, though lower than the prior year. Crushing results were lower than the prior period, particularly in North America. Increased industry capacity pressured Crush margins and increased supply of competing low carbon intensity feedstocks affected margins. Board crush rallied the end of the quarter due to industry downtime, strong product demand and ample supply. Refined Products and Other results are down from the prior period. North America margins compressed due to increased used cooking
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
oil imports. Europe biodiesel benefited from high spot margins due to supply shortage. Wilmar earnings are higher versus the prior period.
Carbohydrate Solutions operating profit increased 1%. Starches and Sweeteners results were lower year-over-year on moderating margins in the EMEA region and lower domestic ethanol margins due to strong industry production that were offset in part by strong starches and sweeteners margins. Vantage Corn Processors results improved year-over-year as strong demand for exports of ethanol supported volumes and margins.
Nutrition operating profit decreased 37%. Human Nutrition results were lower than the prior period, as impacts related to unplanned downtime at Decatur East, and a normalizing texturants market negatively impacted margins. Animal Nutrition results were higher compared to the prior period, as amino acids market recovery, cost optimization efforts and lower input costs bolstered margins.
Other Business operating profit increased $34 million. Captive insurance results were higher due to lower claim activity. ADM Investor Services profits were lower on higher operating costs.
Corporate unallocated results for the six months ended June 30, 2024 and 2023 were as follows:
| Six Months Ended | |||||||||||||||||
| June 30, | |||||||||||||||||
| 2024 | 2023 | Change | |||||||||||||||
| (In millions) | |||||||||||||||||
| Interest expense-net | $ | (238) | $ | (228) | (10) | ||||||||||||
| Unallocated corporate costs | (596) | (510) | (86) | ||||||||||||||
| Expenses related to acquisitions | (4) | (3) | (1) | ||||||||||||||
| Gain on debt conversion option | — | 6 | (6) | ||||||||||||||
| Restructuring (charges) | (12) | (3) | (9) | ||||||||||||||
| Other income | 6 | 23 | (17) | ||||||||||||||
| Total Corporate Unallocated | $ | (844) | $ | (715) | $ | (129) |
Corporate unallocated results were a net charge of $0.8 billion in the current period compared to a net charge of $0.7 billion in the prior period. Interest expense-net increased $10 million due primarily to increased short-term rates on the Company’s commercial paper borrowing programs and increased interest expense from new debt issuances. Unallocated corporate costs increased $86 million due primarily to increases in legal and professional fees, global technology spend, and securitization fees. Gain on debt conversion option in the prior period was related to the mark-to-market adjustment of the conversion option of the exchangeable bonds issued in August 2020. Other income in the current period included the non-service components of net pension benefit income of $9 million and foreign exchange gains of $27 million, partially offset by railroad maintenance expenses of $4 million. This was offset by valuation losses of approximately $18 million in the Company’s ADM Ventures portfolio. Other income in the prior period included the non-service components of net pension benefit income of $9 million, and foreign exchange gains, partially offset by railroad maintenance expenses.
Non-GAAP Financial Measures
The Company uses adjusted net earnings, adjusted earnings per share (EPS), EBITDA, adjusted EBITDA, segment operating profit, and adjusted segment operating profit, non-GAAP financial measures as defined by the Securities and Exchange Commission, to evaluate the Company’s financial performance. These performance measures are not defined by accounting principles generally accepted in the United States and should be considered in addition to, and not in lieu of, GAAP financial measures.
Adjusted net earnings is defined as net earnings adjusted for the effects on net earnings of specified items. Adjusted EPS is defined as diluted EPS adjusted for the effects on reported diluted EPS of specified items. EBITDA is defined as earnings before interest on borrowings, taxes, and depreciation and amortization. Adjusted EBITDA is defined as earnings before
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
interest on borrowings, taxes, depreciation, and amortization, adjusted for specified items. The Company calculates adjusted EBITDA by removing the impact of specified items and adding back the amounts of income tax expense, interest expense on borrowings and depreciation and amortization to net earnings. Segment operating profit is total operating profit of the Company’s reportable segments. Adjusted segment operating profit is segment operating profit adjusted, where applicable, for specified items.
Management believes that adjusted net earnings, adjusted EPS, EBITDA, adjusted EBITDA, segment operating profit, and adjusted segment operating profit are useful measures of the Company’s performance because they provide investors additional information about the Company’s operations allowing better evaluation of underlying business performance and better period-to-period comparability. Adjusted net earnings, adjusted EPS, EBITDA, adjusted EBITDA, segment operating profit, and adjusted segment operating profit are not intended to replace or be an alternative to net earnings, diluted EPS and earnings before income taxes, the most directly comparable amounts reported under GAAP. The table on page 54 provides a reconciliation of segment operating profit and adjusted segment operating profit to earnings before income taxes for six months ended June 30, 2024 and 2023.
The table below provides a reconciliation of net earnings to adjusted net earnings and diluted EPS to adjusted EPS for the six months ended June 30, 2024 and 2023.
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2024 | 2023 | |||||||||||||||||||||||||
| In millions | Per share | In millions | Per share | |||||||||||||||||||||||
| Average number of shares outstanding - diluted | 503 | 549 | ||||||||||||||||||||||||
| Net earnings and reported EPS (fully diluted) | $ | 1,215 | $ | 2.41 | $ | 2,097 | $ | 3.82 | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Gains on sales of assets and businesses - net of tax of $3 million in 2023(1) | — | — | (9) | (0.02) | ||||||||||||||||||||||
| Impairment and restructuring charges and contingency provisions - net of tax of $2 million in 2024 and $26 million in 2023 (1) | 23 | 0.04 | 98 | 0.18 | ||||||||||||||||||||||
| Expenses related to acquisitions - net of tax of $1 million in 2024 and $1 million in 2023 (1) | 3 | 0.01 | 2 | — | ||||||||||||||||||||||
| Gain on debt conversion option - net of tax of $0 (1) | — | — | (6) | (0.01) | ||||||||||||||||||||||
| Certain discrete tax adjustments | 17 | 0.03 | 3 | 0.01 | ||||||||||||||||||||||
| Total adjustments | 43 | 0.08 | 88 | 0.16 | ||||||||||||||||||||||
| Adjusted net earnings and adjusted EPS | $ | 1,258 | $ | 2.49 | $ | 2,185 | $ | 3.98 | ||||||||||||||||||
(1) Tax effected using the U.S. and other applicable tax rates.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
The tables below provide a reconciliation of net earnings to EBITDA and adjusted EBITDA for the six months ended June 30, 2024 and 2023.
| Six Months Ended | |||||||||||||||||
| June 30, | |||||||||||||||||
| (In millions) | 2024 | 2023 | Change | ||||||||||||||
| Net earnings | $ | 1,215 | $ | 2,097 | $ | (882) | |||||||||||
| Net earnings (losses) attributable to noncontrolling interests | (15) | 3 | (18) | ||||||||||||||
| Income tax expense | 281 | 429 | (148) | ||||||||||||||
| Interest expense | 250 | 224 | 26 | ||||||||||||||
| Depreciation and amortization | 566 | 521 | 45 | ||||||||||||||
| EBITDA | 2,297 | 3,274 | (977) | ||||||||||||||
| Gains on sales of assets and businesses | — | (12) | 12 | ||||||||||||||
| Expenses related to acquisitions | 4 | 3 | 1 | ||||||||||||||
| Railroad maintenance expenses | 4 | 2 | 2 | ||||||||||||||
| Impairment and restructuring charges and contingency provisions | 25 | 124 | (99) | ||||||||||||||
| Adjusted EBITDA | $ | 2,330 | $ | 3,391 | $ | (1,061) | |||||||||||
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources
A Company objective is to have sufficient liquidity, balance sheet strength, and financial flexibility to fund the operating and capital requirements of a capital-intensive agricultural commodity-based business. The Company depends on access to credit markets, which can be impacted by its credit rating and factors outside of ADM’s control, to fund its working capital needs and capital expenditures. The primary source of funds to finance ADM’s operations, capital expenditures, and advancement of its growth strategy is cash generated by operations and lines of credit, including a commercial paper borrowing facility and accounts receivable securitization programs. In addition, the Company believes it has access to funds from public and private equity and debt capital markets in both U.S. and international markets.
Cash provided by operating activities was $1.2 billion for the six months ended June 30, 2024 compared to cash provided of $0.9 billion for the same period last year. Working capital changes decreased cash by $0.5 billion for the six months ended June 30, 2024 compared to a decrease of $1.6 billion for the same period last year. Segregated investments increased $0.3 billion due to increased trading activity in the Company’s futures commission and brokerage business. Trade receivables increased $0.2 billion due to timing of sales. Inventories decreased $1.4 billion due to lower inventory prices and volumes. Trade payables decreased $1.3 billion primarily due to lower payables related to grain purchases. Brokerage payables decreased approximately $0.4 billion due to decreased trading activity in the Company’s futures commission and brokerage business.
Cash used in investing activities was $1.6 billion for the six months ended June 30, 2024 compared to $0.6 billion for the same period last year. Capital expenditures for the six months ended June 30, 2024 of $0.7 billion were comparable to the same period last year. Net assets of businesses acquired in the six months ended June 30, 2024 were $0.9 billion compared to none in the same period last year.
Cash used in financing activities was $0.7 billion for the six months ended June 30, 2024 compared to cash used of $2.1 billion for the same period last year. Long-term debt payments were immaterial for the six months ended June 30, 2024 compared to $0.7 billion for the same period last year, due to no corporate bond issues coming due in the current year period, compared to one issue coming due in the prior year period. Net borrowings on short-term credit agreements for the six months ended June 30, 2024 were $2.2 billion compared to net payments of $0.4 billion for the same period last year. Share repurchases for the six months ended June 30, 2024 were $2.3 billion compared to $1.0 billion for the same period last year. Dividends were $0.5 billion for the six months ended June 30, 2024 compared to $0.5 billion for the same period last year.
At June 30, 2024, the Company had $0.8 billion of cash and cash equivalents and a current ratio, defined as current assets divided by current liabilities, of 1.4 to 1. Included in working capital was $5.7 billion of readily marketable commodity inventories. At June 30, 2024, the Company’s capital resources included shareholders’ equity of $22.2 billion and lines of credit, including the accounts receivable securitization programs described below, totaling $12.3 billion, of which $7.8 billion was unused. The Company’s ratio of long-term debt to total capital (the sum of long-term debt of $8.2 billion and shareholders’ equity of $22.2 billion in 2024 and the sum of long-term debt of $8.3 billion and shareholders’ equity of $24.1 billion in 2023) was 27% and 25% at June 30, 2024 and December 31, 2023, respectively. The Company uses this ratio as a measure of the Company’s long-term indebtedness and an indicator of financial flexibility. The Company’s ratio of net debt (the sum of short-term debt of $2.3 billion, current maturities of long-term debt of $1 million, and long-term debt of $8.2 billion less the sum of cash and cash equivalents of $0.8 billion and short-term marketable securities of none in 2024 and the sum of short-term debt of $0.1 billion, current maturities of long-term debt of $1 million, and long-term debt of $8.3 billion less the sum of cash and cash equivalents of $1.4 billion and short-term marketable securities of none in 2023) to capital (the sum of net debt of $9.8 billion and shareholders’ equity of $22.2 billion in 2024 and the sum of net debt of $7.0 billion and shareholders' equity of $24.1 billion in 2023) was 31% and 22% at June 30, 2024 and December 31, 2023, respectively. Of the Company’s total lines of credit, $5.0 billion supported the combined U.S. and European commercial paper borrowing programs, against which there was $1.0 billion of commercial paper outstanding at June 30, 2024.
As of June 30, 2024, the Company had $0.8 billion of cash and cash equivalents, $0.5 billion of which was cash held by foreign subsidiaries whose undistributed earnings are considered indefinitely reinvested. Based on the Company’s historical ability to generate sufficient cash flows from its U.S. operations and unused and available U.S. credit capacity of $5.0 billion, the Company has asserted that these funds are indefinitely reinvested outside the U.S.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
The Company has accounts receivable securitization programs (the “Programs”) with certain commercial paper conduit purchasers and committed purchasers. The Programs provide the Company with up to $2.8 billion in funding against accounts receivable transferred into the Programs and expands the Company’s access to liquidity through efficient use of its balance sheet assets (see Note 15 of “Notes to Consolidated Financial Statements” included in Item 1 herein, “Financial Statements” for more information and disclosures on the Programs). As of June 30, 2024, the Company had $0.7 billion unused capacity of its facility under the Programs.
As of June 30, 2024, the Company has total available liquidity of $8.6 billion comprised of cash and cash equivalents and unused lines of credit with a well-diversified group of primarily investment-grade institutions.
For the six months ended June 30, 2024, the Company spent approximately $0.7 billion in capital expenditures, $0.5 billion in dividends, and $2.3 billion in share repurchases. The Company has a stock repurchase program. On March 12, 2024, the Company entered into an ASR Agreement with Merrill Lynch International, an affiliate of BofA Securities, Inc., to repurchase $1.0 billion of ADM common stock as part of ADM’s existing share repurchase program to repurchase up to 200 million shares through December 31, 2024. On March 28, 2024, the Company received an interim delivery of 8,880,986 shares at an average share price of $60.596 or $538 million. On April 15, 2024, the Company received a final delivery of 7,325,733 shares as final settlement of the ASR transaction (see Notes 11 of “Notes to Consolidated Financial Statements” included in Item 1 herein, “Financial Statements” for more information). As of June 30, 2024, the Company had 14.8 million shares remaining that may be repurchased under the program until December 31, 2024.
In 2024, the Company expects total capital expenditures of approximately $1.4 billion and additional cash outlays of approximately $1.0 billion in dividends and $2.3 billion in share repurchases, subject to other strategic uses of capital and the evolution of operating cash flows and the working capital position throughout the year.
Contractual Obligations and Commercial Commitments
The Company’s purchase obligations as of June 30, 2024 and December 31, 2023 were $12.7 billion and $14.0 billion, respectively. The decrease is primarily related to lower energy commitments. As of June 30, 2024, the Company expects to make payments related to purchase obligations of $11.9 billion within the next twelve months. There were no other material changes in the Company’s contractual obligations during the quarter ended June 30, 2024.
Off Balance Sheet Arrangements
There were no material changes in the Company’s off balance sheet arrangements during the quarter ended June 30, 2024.
Critical Accounting Policies and Estimates
There were no material changes in the Company’s critical accounting policies and estimates during the quarter ended June 30, 2024. For a description of the Company’s critical accounting policies, estimates, and assumptions used in the preparation of the Company’s financial statements, see Part II, Item 7 and Note 1 of “Notes to Consolidated Financial Statements” included in Part II, Item 8, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The market risk inherent in the Company’s market risk sensitive instruments and positions is the potential loss arising from adverse changes in: commodity market prices as they relate to the Company’s net commodity position, foreign currency exchange rates, and interest rates. Significant changes in market risk sensitive instruments and positions for the quarter ended June 30, 2024 are described below. There were no material changes during the period in the Company’s potential loss arising from changes in foreign currency exchange rates and interest rates.
For detailed information regarding the Company’s market risk sensitive instruments and positions, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued)
Commodities
The availability and prices of agricultural commodities are subject to wide fluctuations due to factors such as changes in weather conditions, crop disease, plantings, government programs and policies, competition, changes in global demand, changes in customer preferences and standards of living, and global production of similar and competitive crops.
The fair value of the Company’s commodity position is a summation of the fair values calculated for each commodity by valuing all of the commodity positions at quoted market prices for the period, where available, or utilizing a close proxy. The Company has established metrics to monitor the amount of market risk exposure, which consist of volumetric limits and value-at-risk (VaR) limits. VaR measures the potential loss, at a 95% confidence level, that could be incurred over a one-year period. Volumetric limits are monitored daily and VaR calculations and sensitivity analysis are monitored weekly.
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, sensitivity analysis is performed measuring the potential loss in fair value resulting from a hypothetical 10% adverse change in market prices. The highest, lowest, and average weekly position together with the market risk from a hypothetical 10% adverse price change is as follows:
| Six Months Ended | Year ended | |||||||||||||||||||||||||
| June 30, 2024 | December 31, 2023 | |||||||||||||||||||||||||
| Long/(Short) (In millions) | Fair Value | Market Risk | Fair Value | Market Risk | ||||||||||||||||||||||
| Highest position | $ | 543 | $ | 54 | $ | 498 | $ | 50 | ||||||||||||||||||
| Lowest position | (265) | (27) | (6) | (1) | ||||||||||||||||||||||
| Average position | 75 | 8 | 125 | 13 |
The change in fair value of the average position was due to the overall decrease in average quantities, partially offset by the increase in prices of certain commodities.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of June 30, 2024, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and interim Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on that evaluation, the Company’s Chief Executive Officer and interim Chief Financial Officer, concluded the Company’s disclosure controls and procedures were not effective as of June 30, 2024, due to the material weakness described below.
Internal Control Over Financial Reporting
As disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, during the fourth quarter of 2023, in connection with the Investigation, the Company identified a material weakness in its internal control over financial reporting related to the Company’s accounting practices and procedures for intersegment sales. The material weakness resulted from inadequate controls that allowed for certain intersegment sales to be reported at amounts that were not in accordance with ASC 606, Revenue from Contracts with Customers. Specifically, the Company did not have adequate controls in place around measurement of certain intersegment sales between the Nutrition reporting segment and the Ag Services and Oilseeds and Carbohydrate Solutions reporting segments. The absence of adequate controls with respect to the reporting of intersegment sales impacted the accuracy of the Company’s segment disclosures and review controls over projected financial information utilized in goodwill and other long-lived asset impairment tests.
Item 4. CONTROLS AND PROCEDURES (Continued)
Remediation Plan
The Company is in the process of implementing enhancements to its internal controls to remediate the identified material weakness in its internal control over financial reporting related to the Company’s accounting practices and procedures for intersegment sales and to enhance the reliability of its financial statements with respect to the pricing and reporting of such sales. Specifically, the Company is in the process of: (i) enhancing the Company’s accounting policies with respect to the measurement of intersegment sales; (ii) improving and documenting the Company’s pricing guidelines for intersegment sales; (iii) enhancing the design and documentation of the execution of pricing and measurement controls for segment disclosure purposes and projected financial information used in impairment analyses; and (iv) increasing training for relevant personnel on the measurement of and application of relevant accounting guidance to intersegment sales.
While the Company believes these efforts will improve its internal control over financial reporting, the Company will not be able to conclude whether the steps the Company is taking will remediate the material weakness in internal control over financial reporting until a sustained period of time has passed to allow management to test the design and operational effectiveness of the new and enhanced controls.
Changes in Internal Control Over Financial Reporting
The Company is implementing a new enterprise resource planning (ERP) system on a worldwide basis, which is expected to occur in phases over the next several years. The Company did not have any further deployments of the ERP system during the quarter ended June 30, 2024.
Except for the material weakness described above and the related remediation measures that are being implemented, there have been no changes in internal control over financial reporting during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
During the six months ended June 30, 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.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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 10, Income Taxes of “Notes to Consolidated Financial Statements” included in Part I, Item 1 herein, “Financial Statements,” 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. The Company’s estimated loss or range of loss with respect to loss contingencies may change from time to time, and it is reasonably possible the Company will incur actual losses in excess of the amounts currently accrued and such additional amounts may be material. While the Company continues to work with parties with respect to potential resolution, no assurance can be given that it will be successful in doing so and the Company cannot predict the outcome of these matters. See Note 17, Legal Proceedings of “Notes to Consolidated Financial Statements” included in Part I, Item 1 herein, “Financial Statements,” for information on the Company’s legal proceedings which is incorporated herein by reference.
Item 1A. RISK FACTORS
There were no significant changes in the Company’s risk factors during the quarter ended June 30, 2024. For further information about the Company’s risk factors, refer to Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
| Period | Total Number of Shares Purchased**(1)** | Average Price Paid per Share | Total Number of Shares Purchased as Part of a Publicly Announced Program**(2)** | Number of Shares Remaining to be Purchased Under the Program**(2)** | ||||||||||||||||||||||
| April 1, 2024 to | ||||||||||||||||||||||||||
| April 30, 2024 | 7,328,793 | $ | 63.044 | 7,325,733 | 31,172,929 | |||||||||||||||||||||
| May 1, 2024 to | ||||||||||||||||||||||||||
| May 31, 2024 | 11,505,999 | 60.759 | 11,504,804 | 19,668,125 | ||||||||||||||||||||||
| June 1, 2024 to | ||||||||||||||||||||||||||
| June 30, 2024 | 4,903,983 | 61.372 | 4,904,076 | 14,764,049 | ||||||||||||||||||||||
| Total | 23,738,775 | $ | 61.591 | 23,734,613 | 14,764,049 |
(1)Total shares purchased represent those shares purchased in the open market as part of the Company’s publicly announced share 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
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (Continued)
the three-month period ended June 30, 2024, there were 4,162 shares received as payments for the withholding taxes on vested restricted stock awards.
(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. On August 7, 2019, the Company’s Board of Directors approved the extension of the stock repurchase program through December 31, 2024 and the repurchase of up to an additional 100,000,000 shares under the extended program.
Item 5. OTHER INFORMATION
On May 6, 2024, Juan R. Luciano, the Company’s Chair of the Board, President and Chief Executive Officer, entered into a pre-arranged trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. This plan provides for the sale of up to 905,920 shares of the Company’s common stock in the aggregate, and terminates on the earlier of the close of market on May 2, 2025 or the date all shares are sold thereunder.
On May 9, 2024, Gregory A. Morris, the Company’s Senior Vice President, President, Agricultural Services and Oilseeds, entered into a pre-arranged trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. This plan provides for the sale of up to 90,000 shares of the Company’s common stock in the aggregate, and terminates on the earlier of the close of market on August 12, 2025 or the date all shares are sold thereunder.
On June 10, 2024, Jennifer L. Weber, the Company’s Senior Vice President, Chief People and Diversity Officer, entered into a pre-arranged trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. This plan provides for the sale of up to 23,077 shares of the Company’s common stock in the aggregate, and terminates on the earlier of the close of market on February 28, 2025 or the date all shares are sold thereunder.
There were no other Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements adopted, modified or terminated by the Company’s directors and executive officers during the quarter ended June 30, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (Continued)
Item 6. EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ARCHER-DANIELS-MIDLAND COMPANY | |||||
| /s/ I. Roig | |||||
| I. Roig | |||||
| Senior Vice President and Interim Chief Financial Officer | |||||
| (Principal Financial Officer and Duly Authorized Officer) | |||||
Dated: July 30, 2024