Item 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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Item 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
ARCHER-DANIELS-MIDLAND COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| (In millions, except per share amounts) | |||||||||||||||||||||||
| Revenues | $ | 19,937 | $ | 21,695 | $ | 64,032 | $ | 70,957 | |||||||||||||||
| Cost of products sold | 18,572 | 19,885 | 59,612 | 65,184 | |||||||||||||||||||
| Gross Profit | 1,365 | 1,810 | 4,420 | 5,773 | |||||||||||||||||||
| Selling, general, and administrative expenses | 905 | 815 | 2,763 | 2,537 | |||||||||||||||||||
| Asset impairment, exit, and restructuring costs | 507 | 79 | 532 | 146 | |||||||||||||||||||
| Equity in earnings of unconsolidated affiliates | (134) | (83) | (498) | (408) | |||||||||||||||||||
| Interest and investment income | (137) | (152) | (400) | (428) | |||||||||||||||||||
| Interest expense | 174 | 155 | 527 | 482 | |||||||||||||||||||
| Other (income) expense – net | (58) | (35) | (92) | (116) | |||||||||||||||||||
| Earnings Before Income Taxes | 108 | 1,031 | 1,588 | 3,560 | |||||||||||||||||||
| Income tax expense | 90 | 207 | 370 | 636 | |||||||||||||||||||
| Net Earnings Including Non-controlling Interests | 18 | 824 | 1,218 | 2,924 | |||||||||||||||||||
| Less: Net earnings (losses) attributable to non-controlling interests | — | 3 | (15) | 6 | |||||||||||||||||||
| Net Earnings Attributable to Archer-Daniels-Midland Company | $ | 18 | $ | 821 | $ | 1,233 | $ | 2,918 | |||||||||||||||
| Average number of shares outstanding – basic | 482 | 540 | 496 | 545 | |||||||||||||||||||
| Average number of shares outstanding – diluted | 483 | 540 | 497 | 546 | |||||||||||||||||||
| Basic earnings per common share | $ | 0.04 | $ | 1.52 | $ | 2.49 | $ | 5.36 | |||||||||||||||
| Diluted earnings per common share | $ | 0.04 | $ | 1.52 | $ | 2.48 | $ | 5.35 | |||||||||||||||
| Dividends per common share | $ | 0.50 | $ | 0.45 | $ | 1.50 | $ | 1.35 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
ARCHER-DANIELS-MIDLAND COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Net Earnings Including Non-controlling Interests | $ | 18 | $ | 824 | $ | 1,218 | $ | 2,924 | |||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustment | 2 | (245) | (255) | (57) | |||||||||||||||||||
| Tax effect | 34 | (36) | 8 | (8) | |||||||||||||||||||
| Net of tax amount | 36 | (281) | (247) | (65) | |||||||||||||||||||
| Pension and other postretirement benefit liabilities adjustment | (8) | — | (15) | (32) | |||||||||||||||||||
| Tax effect | 2 | (3) | 4 | (12) | |||||||||||||||||||
| Net of tax amount | (6) | (3) | (11) | (44) | |||||||||||||||||||
| Deferred gain (loss) on hedging activities | 3 | 128 | (115) | (13) | |||||||||||||||||||
| Tax effect | 8 | (28) | 25 | 4 | |||||||||||||||||||
| Net of tax amount | 11 | 100 | (90) | (9) | |||||||||||||||||||
| Unrealized gain (loss) on investments | — | 5 | (7) | 13 | |||||||||||||||||||
| Tax effect | — | — | (1) | (2) | |||||||||||||||||||
| Net of tax amount | — | 5 | (8) | 11 | |||||||||||||||||||
| Other comprehensive income (loss) | 41 | (179) | (356) | (107) | |||||||||||||||||||
| Comprehensive income (loss) | 59 | 645 | 862 | 2,817 | |||||||||||||||||||
| Less: Comprehensive income (loss) attributable to non-controlling interests | 1 | 2 | (18) | 1 | |||||||||||||||||||
| Comprehensive income (loss) attributable to Archer-Daniels-Midland Company | $ | 58 | $ | 643 | $ | 880 | $ | 2,816 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
ARCHER-DANIELS-MIDLAND COMPANY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| September 30, 2024 | December 31, 2023 | ||||||||||
| (In millions) | |||||||||||
| Assets | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | 784 | $ | 1,368 | |||||||
| Segregated cash and investments | 7,077 | 7,228 | |||||||||
| Trade receivables - net | 3,770 | 4,232 | |||||||||
| Inventories | 10,746 | 11,957 | |||||||||
| Other current assets | 4,249 | 4,982 | |||||||||
| Total Current Assets | 26,626 | 29,767 | |||||||||
| Investments and Other Assets | |||||||||||
| Investments in affiliates | 5,142 | 5,500 | |||||||||
| Goodwill and other intangible assets | 6,999 | 6,341 | |||||||||
| Right of use assets | 1,291 | 1,211 | |||||||||
| Other assets | 1,313 | 1,304 | |||||||||
| Total Investments and Other Assets | 14,745 | 14,356 | |||||||||
| Property, Plant, and Equipment | |||||||||||
| Land and land improvements | 578 | 573 | |||||||||
| Buildings | 6,119 | 5,876 | |||||||||
| Machinery and equipment | 20,659 | 20,223 | |||||||||
| Construction in progress | 1,559 | 1,360 | |||||||||
| 28,915 | 28,032 | ||||||||||
| Accumulated depreciation | (18,087) | (17,524) | |||||||||
| Net Property, Plant, and Equipment | 10,828 | 10,508 | |||||||||
| Total Assets | $ | 52,199 | $ | 54,631 | |||||||
| Liabilities, Temporary Equity, and Shareholders’ Equity | |||||||||||
| Current Liabilities | |||||||||||
| Short-term debt | $ | 1,733 | $ | 105 | |||||||
| Trade payables | 4,911 | 6,313 | |||||||||
| Payables to brokerage customers | 7,669 | 7,867 | |||||||||
| Accrued expenses and other payables | 3,671 | 4,076 | |||||||||
| Current lease liabilities | 294 | 300 | |||||||||
| Current maturities of long-term debt | 725 | 1 | |||||||||
| Total Current Liabilities | 19,003 | 18,662 | |||||||||
| Long-Term Liabilities | |||||||||||
| Long-term debt | 7,578 | 8,259 | |||||||||
| Deferred income taxes | 1,278 | 1,309 | |||||||||
| Non-current lease liabilities | 1,019 | 931 | |||||||||
| Other | 1,054 | 1,005 | |||||||||
| Total Long-Term Liabilities | 10,929 | 11,504 | |||||||||
| Temporary Equity - Redeemable non-controlling interest | 283 | 320 | |||||||||
| Shareholders’ Equity | |||||||||||
| Common stock | 3,208 | 3,154 | |||||||||
| Reinvested earnings | 21,606 | 23,465 | |||||||||
| Accumulated other comprehensive income (loss) | (2,840) | (2,487) | |||||||||
| Non-controlling interests | 10 | 13 | |||||||||
| Total Shareholders’ Equity | 21,984 | 24,145 | |||||||||
| Total Liabilities, Temporary Equity, and Shareholders’ Equity | $ | 52,199 | $ | 54,631 | |||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
ARCHER-DANIELS-MIDLAND COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine Months Ended September 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (In millions) | |||||||||||
| Operating Activities | |||||||||||
| Net Earnings Including Non-controlling Interests | $ | 1,218 | $ | 2,924 | |||||||
| Adjustments to reconcile net earnings to net cash provided by operating activities | |||||||||||
| Depreciation and amortization | 854 | 782 | |||||||||
| Asset impairment charges | 517 | 120 | |||||||||
| Deferred income taxes | (107) | 17 | |||||||||
| Equity in earnings of affiliates, net of dividends | (151) | (64) | |||||||||
| Stock compensation expense | 74 | 98 | |||||||||
| Deferred cash flow hedges | (115) | (13) | |||||||||
| Loss (Gain) on sales/revaluation of assets | 9 | (33) | |||||||||
| Other – net | 42 | (27) | |||||||||
| Changes in operating assets and liabilities, net of acquisitions and dispositions | |||||||||||
| Segregated investments | (257) | (1,183) | |||||||||
| Trade receivables | 476 | 443 | |||||||||
| Inventories | 1,233 | 3,501 | |||||||||
| Other current assets | 745 | 126 | |||||||||
| Trade payables | (1,418) | (2,561) | |||||||||
| Payables to brokerage customers | (249) | (1,580) | |||||||||
| Accrued expenses and other payables | (403) | (659) | |||||||||
| Net Cash Provided by Operating Activities | 2,468 | 1,891 | |||||||||
| Investing Activities | |||||||||||
| Capital expenditures | (1,071) | (1,055) | |||||||||
| Net assets of businesses acquired | (936) | (11) | |||||||||
| Proceeds from sales of assets | 31 | 21 | |||||||||
| Investments in affiliates | (44) | (8) | |||||||||
| Cost method investments | — | (5) | |||||||||
| Other – net | 18 | (3) | |||||||||
| Net Cash Used by Investing Activities | (2,002) | (1,061) | |||||||||
| Financing Activities | |||||||||||
| Long-term debt borrowings | — | 500 | |||||||||
| Long-term debt payments | — | (963) | |||||||||
| Net borrowings (payments) under lines of credit agreements | 1,627 | (379) | |||||||||
| Share repurchases, net of tax | (2,327) | (1,118) | |||||||||
| Cash dividends | (744) | (738) | |||||||||
| Other – net | (21) | (102) | |||||||||
| Net Cash Used by Financing Activities | (1,465) | (2,800) | |||||||||
| Effect of exchange rate on cash, cash equivalents, restricted cash, and restricted cash equivalents | 6 | (22) | |||||||||
| Decrease in cash, cash equivalents, restricted cash, and restricted cash equivalents | (993) | (1,992) | |||||||||
| Cash, cash equivalents, restricted cash, and restricted cash equivalents - beginning of period | 5,390 | 7,033 | |||||||||
| Cash, cash equivalents, restricted cash, and restricted cash equivalents - end of period | $ | 4,397 | $ | 5,041 | |||||||
| Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents to the Consolidated Balance Sheets | |||||||||||
| Cash and cash equivalents | $ | 784 | $ | 1,498 | |||||||
| Restricted cash and restricted cash equivalents included in segregated cash and investments | 3,613 | 3,543 | |||||||||
| Total cash, cash equivalents, restricted cash, and restricted cash equivalents | $ | 4,397 | $ | 5,041 | |||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
ARCHER-DANIELS-MIDLAND COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
| Equity Attributable to Archer-Daniels-Midland Company | |||||||||||||||||||||||||||||||||||
| Common Stock | Reinvested Earnings | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interests | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||
| (In millions, except per share amounts) | Shares | Amount | |||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | 478 | $ | 3,200 | $ | 21,828 | $ | (2,880) | $ | 11 | $ | 22,159 | ||||||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||||||||||||||
| Net earnings | 18 | — | |||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | 40 | 1 | |||||||||||||||||||||||||||||||||
| Total comprehensive income | 59 | ||||||||||||||||||||||||||||||||||
| Cash dividends paid - $0.50 per share | (240) | (240) | |||||||||||||||||||||||||||||||||
| Stock compensation expense | — | (10) | (10) | ||||||||||||||||||||||||||||||||
| Stock option exercises net of taxes | — | 18 | 18 | ||||||||||||||||||||||||||||||||
| Other | — | — | — | — | (2) | (2) | |||||||||||||||||||||||||||||
| Balance, September 30, 2024 | 478 | 3,208 | $ | 21,606 | $ | (2,840) | $ | 10 | $ | 21,984 | |||||||||||||||||||||||||
| Balance, December 31, 2023 | 513 | $ | 3,154 | $ | 23,465 | $ | (2,487) | $ | 13 | $ | 24,145 | ||||||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||||||||||||||
| Net earnings | 1,233 | (15) | |||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | (353) | (3) | |||||||||||||||||||||||||||||||||
| Total comprehensive income | 862 | ||||||||||||||||||||||||||||||||||
| Cash dividends paid - $1.50 per share | (744) | (744) | |||||||||||||||||||||||||||||||||
| Share repurchases | (37) | (2,348) | (2,348) | ||||||||||||||||||||||||||||||||
| Stock compensation expense | 2 | 74 | 74 | ||||||||||||||||||||||||||||||||
| Stock option exercises net of taxes | — | (23) | (23) | ||||||||||||||||||||||||||||||||
| Other | — | 3 | — | — | 15 | 18 | |||||||||||||||||||||||||||||
| Balance, September 30, 2024 | 478 | $ | 3,208 | $ | 21,606 | $ | (2,840) | $ | 10 | $ | 21,984 | ||||||||||||||||||||||||
| Balance, June 30, 2023 | 536 | $ | 3,128 | $ | 24,244 | $ | (2,433) | $ | 36 | $ | 24,975 | ||||||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||||||||||||||
| Net earnings | 821 | 3 | |||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | (178) | (1) | |||||||||||||||||||||||||||||||||
| Total comprehensive income | 645 | ||||||||||||||||||||||||||||||||||
| Cash dividends paid - $0.45 per share | (244) | (244) | |||||||||||||||||||||||||||||||||
| Share repurchases | (1) | (122) | (122) | ||||||||||||||||||||||||||||||||
| Stock compensation expense | — | 12 | 12 | ||||||||||||||||||||||||||||||||
| Stock option exercises net of taxes | — | (3) | (3) | ||||||||||||||||||||||||||||||||
| Other | — | 3 | — | — | (1) | 2 | |||||||||||||||||||||||||||||
| Balance, September 30, 2023 | 535 | $ | 3,140 | $ | 24,699 | $ | (2,611) | $ | 37 | $ | 25,265 | ||||||||||||||||||||||||
| Balance, December 31, 2022 | 547 | $ | 3,147 | $ | 23,646 | $ | (2,509) | $ | 33 | $ | 24,317 | ||||||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||||||||||||||
| Net earnings | 2,918 | 6 | |||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | (102) | (5) | |||||||||||||||||||||||||||||||||
| Total comprehensive income | 2,817 | ||||||||||||||||||||||||||||||||||
| Cash dividends paid - $1.35 per share | (738) | (738) | |||||||||||||||||||||||||||||||||
| Share repurchases | (14) | (1,127) | (1,127) | ||||||||||||||||||||||||||||||||
| Stock compensation expense | 3 | 98 | 98 | ||||||||||||||||||||||||||||||||
| Stock option exercises net of taxes | (1) | (110) | (110) | ||||||||||||||||||||||||||||||||
| Other | — | 5 | — | — | 3 | 8 | |||||||||||||||||||||||||||||
| Balance, September 30, 2023 | 535 | $ | 3,140 | $ | 24,699 | $ | (2,611) | $ | 37 | $ | 25,265 | ||||||||||||||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Basis of Presentation
The Consolidated Financial Statements of Archer-Daniels-Midland Company and its subsidiaries (“ADM” or the “Company”) included herein have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these statements do not include all of the information and footnotes required by GAAP for audited financial statements.
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. For further information, refer to the Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K/A for the year ended December 31, 2023.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. The Company consolidates all entities, including variable interest entities (VIEs), in which it has a controlling financial interest. For VIEs, the Company assesses whether it is the primary beneficiary as defined under the applicable accounting standard. Investments in affiliates, including VIEs through which the Company exercises significant influence but does not control the investee and is not the primary beneficiary of the investee’s activities, are carried at cost plus equity in undistributed earnings since acquisition and are adjusted, where appropriate, for basis differences between the investment balance and the underlying net assets of the investee and impairments determined to be other than temporary in nature. The Company’s portion of the results of certain affiliates and results of certain VIEs are included using the most recent available financial statements. In each case, the financial statements are within 93 days of the Company’s year end and are consistent from period to period.
Segregated Cash and Investments
The Company segregates certain cash, cash equivalents, and investment balances in accordance with regulatory requirements, commodity exchange requirements, and insurance arrangements. These balances represent deposits received from customers of the Company’s registered futures commission merchant and commodity brokerage services, cash margins and securities pledged to commodity exchange clearinghouses, and cash pledged as security under certain insurance arrangements. Segregated cash and investments also include restricted cash collateral for the various insurance programs of the Company’s captive insurance business. To the degree these segregated balances are comprised of cash and cash equivalents, they are considered restricted cash and cash equivalents on the Consolidated Statements of Cash Flows.
Receivables
The Company records receivables at net realizable value in trade receivables, other current assets, and other assets. These amounts include allowances for estimated uncollectible accounts to reflect any loss anticipated on the accounts receivable balances including any accrued interest thereon. The Company estimates uncollectible accounts by pooling receivables according to type, region, credit risk rating, and age. Each pool is assigned an expected loss co-efficient to arrive at a general reserve based on historical write-offs adjusted, as needed, for regional, economic, and other forward-looking factors. The Company minimizes credit risk due to the large and diversified nature of its worldwide customer base. ADM manages its exposure to counter-party credit risk through credit analysis and approvals, credit limits, and monitoring procedures. Long-term receivables recorded in other assets were not material to the Company’s overall receivables portfolio.
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Changes to the allowance for estimated uncollectible accounts were as follows (in millions).
| Three Months Ended September 30 | ||||||||
| 2024 | 2023 | |||||||
| Opening balance, June 30 | $ | 194 | $ | 174 | ||||
| Reversals, net | (21) | (11) | ||||||
| Recoveries | 1 | — | ||||||
| Write-offs against allowance | (4) | (3) | ||||||
| Foreign exchange translation adjustment | 1 | (2) | ||||||
| Closing balance, September 30 | $ | 171 | $ | 158 | ||||
| Nine Months Ended September 30 | ||||||||
| 2024 | 2023 | |||||||
| Opening balance, December 31 | $ | 215 | $ | 199 | ||||
| Provisions (reversals), net | (28) | 2 | ||||||
| Recoveries | 9 | 1 | ||||||
| Write-offs against allowance | (20) | (43) | ||||||
| Foreign exchange translation adjustment | 1 | (1) | ||||||
| Other | (6) | — | ||||||
| Closing balance, September 30 | $ | 171 | $ | 158 |
Provisions (reversals), net in the three and nine months ended September 30, 2024 and 2023 included reversals of prior general provisions for economic factors related to the pandemic. Write-offs against allowance in the nine months ended September 30, 2024 were primarily related to a long-term receivable related to a processing location that was sold in a prior year and trade receivables. Write-offs against allowance in the nine months ended September 30, 2023 were primarily related to a customer in Brazil and allowance on receivables that were subsequently sold.
Inventories
Certain merchandisable agricultural commodity inventories, which include inventories acquired under deferred pricing contracts, are stated at market value. In addition, the Company values certain inventories using the first-in, first-out (FIFO) method at the lower of cost or net realizable value.
The following table sets forth the Company’s inventories as of September 30, 2024 and December 31, 2023 (in millions).
| September 30, 2024 | December 31, 2023 | ||||||||||
| Raw materials and supplies | $ | 1,892 | $ | 1,944 | |||||||
| Finished goods | 2,766 | 3,026 | |||||||||
| Market inventories | 6,088 | 6,987 | |||||||||
| Total inventories | $ | 10,746 | $ | 11,957 |
Included in raw materials and supplies are work in process inventories which were not material as of September 30, 2024 and December 31, 2023.
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Cost Method Investments
Cost method investments of $441 million and $438 million as of September 30, 2024 and December 31, 2023, respectively, were included in Other Assets in the Company’s Consolidated Balance Sheets.
Revaluation losses of $18 million in the nine months ended September 30, 2024 were related to an investment in alternative protein and precision fermentation, partially offset by an upward adjustment of $2 million in the nine months ended September 30, 2024. There were no revaluation gains or losses in the three months ended September 30, 2024 and the three and nine months ended September 30, 2023.
Revaluation gains and losses are recorded in interest and investment income in the Company’s Consolidated Statements of Earnings. As of September 30, 2024, the cumulative amounts of upward and downward adjustments were $115 million and $94 million, respectively.
Investments in Affiliates
The Company applies the equity method of accounting for investments over which the Company has the ability to exercise significant influence, including its 22.5% investment in Wilmar International Limited (“Wilmar”).
In the three months ended September 30, 2024, the Company’s investment in Wilmar was written down to its fair value of $3.7 billion, a Level 1 valuation based on the quoted Singapore Exchange market price as of September 30, 2024, resulting in a pre-tax impairment charge of $461 million recorded in asset impairment, exit, and restructuring costs within the Consolidated Statement of Earnings.
In accordance with its accounting policy, the Company evaluated several factors in its determination of whether an other-than-temporary impairment in its investment in Wilmar had occurred as of September 30, 2024. This included consideration of the severity and duration of the decline in Wilmar’s stock price as quoted on the Singapore Exchange relative to the carrying value of the investment (including a continued deterioration subsequent to September 30, 2024), latest consensus analyst forecasts, the most recent earnings announcement from Wilmar, and other factors.
Based on the Company’s consideration of available information, the Company determined that its investment in Wilmar was other-than-temporarily impaired at September 30, 2024, and as a result, recorded a pre-tax impairment charge of $461 million in the three months ended September 30, 2024. The Company will continue to monitor Wilmar’s stock price as quoted on the Singapore Exchange, latest consensus analyst forecasts, and other trends to determine if future downward adjustments are necessary.
Note 2. New Accounting Pronouncements
Adoption of new accounting pronouncements
The Company has adopted the amended guidance of Accounting Standards Codification (ASC) 848, Reference Rate Reform, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance applies only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2024, except for hedging relationships existing as of December 31, 2024, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. ADM has completed the transition of its financing, funding, and hedging portfolios from LIBOR to alternative reference rates. The transition did not have an impact on the Company’s Consolidated Financial Statements.
New accounting pronouncements not yet adopted
Effective December 31, 2024, the Company will be required to adopt the amended guidance of ASC 280, Segment Reporting, which improves disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators of capital for more detailed information about a reportable segment’s expenses. The amended guidance improves
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses and permits entities to disclose more than one measure of a reportable segment’s profitability used by the Chief Operating Decision Maker. The adoption of the amended guidance will result in expanded disclosures in the Company’s segment information footnote but will not have an impact on the Consolidated Financial Statements.
Effective December 31, 2025, the Company will be required to adopt the amended guidance of ASC 740, Income Taxes, which enhances the transparency and decision usefulness of income tax disclosures. The amendments address investor requests for more transparency about income tax information. The adoption of the amended guidance will result in expanded disclosures in the Company’s income taxes footnote but will not have an impact on the Consolidated Financial Statements.
Note 3. Revenues
Revenue Recognition
The Company principally generates revenue from merchandising and transporting agricultural commodities, and manufacturing products for use in food, beverages, feed, energy, and industrial applications, and ingredients and solutions for human and animal nutrition. Revenue is measured based on the consideration specified in the contract with a customer. 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. The majority of the Company’s contracts with customers have one performance obligation and a contract duration of one year or less. The Company applies the practical expedient in paragraph 10-50-14 of ASC 606, Revenue from Contracts with Customers, (Topic 606) and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
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 Topic 606. The Company recognized revenue from transportation service contracts of $249 million and $694 million for the three and nine months ended September 30, 2024, respectively, and $174 million and $552 million for the three and nine months ended September 30, 2023, respectively.
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).
Shipping and Handling Costs
Shipping and handling costs related to contracts with customers for the sale of goods are accounted for as a fulfillment activity and are included in cost of products sold. Accordingly, amounts billed to customers for such costs are included as a component of revenues.
Taxes Collected from Customers and Remitted to Governmental Authorities
The Company does not include taxes assessed by governmental authorities that are (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers, in the measurement of transaction prices or as a component of revenues and cost of products sold.
Contract Liabilities
Contract liabilities relate to advance payments from customers for goods and services the Company has yet to provide. Contract liabilities of $365 million and $626 million as of September 30, 2024 and December 31, 2023, respectively, were recorded in accrued expenses and other payables in the Consolidated Balance Sheets. Revenues recognized in the three and nine months ended September 30, 2024 related to the December 31, 2023 contract liabilities were $145 million and $500 million, respectively.
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Disaggregation of Revenues
The following tables present revenue disaggregated by timing of recognition and major product lines for the three and nine months ended September 30, 2024 and 2023 (in millions).
| Three Months Ended September 30, 2024 | |||||||||||||||||
| Topic 606 Revenue | Topic 815**(1)** | Total | |||||||||||||||
| Point in Time | Over Time | Total | Revenue | Revenues | |||||||||||||
| Ag Services and Oilseeds | |||||||||||||||||
| Ag Services | $ | 824 | $ | 249 | $ | 1,073 | $ | 8,580 | $ | 9,653 | |||||||
| Crushing | 97 | — | 97 | 2,772 | 2,869 | ||||||||||||
| Refined Products and Other | 529 | — | 529 | 2,038 | 2,567 | ||||||||||||
| Total Ag Services and Oilseeds | 1,450 | 249 | 1,699 | 13,390 | 15,089 | ||||||||||||
| Carbohydrate Solutions | |||||||||||||||||
| Starches and Sweeteners | 1,633 | — | 1,633 | 559 | 2,192 | ||||||||||||
| Vantage Corn Processors | 716 | — | 716 | — | 716 | ||||||||||||
| Total Carbohydrate Solutions | 2,349 | — | 2,349 | 559 | 2,908 | ||||||||||||
| Nutrition | |||||||||||||||||
| Human Nutrition | 1,004 | — | 1,004 | — | 1,004 | ||||||||||||
| Animal Nutrition | 827 | — | 827 | — | 827 | ||||||||||||
| Total Nutrition | 1,831 | — | 1,831 | — | 1,831 | ||||||||||||
| Total Segment Revenues | 5,630 | 249 | 5,879 | 13,949 | 19,828 | ||||||||||||
| Other Business | 109 | — | 109 | — | 109 | ||||||||||||
| Total Revenues | $ | 5,739 | $ | 249 | $ | 5,988 | $ | 13,949 | $ | 19,937 |
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| Nine Months Ended September 30, 2024 | |||||||||||||||||
| Topic 606 Revenue | Topic 815**(1)** | Total | |||||||||||||||
| Point in Time | Over Time | Total | Revenue | Revenues | |||||||||||||
| Ag Services and Oilseeds | |||||||||||||||||
| Ag Services | $ | 2,772 | $ | 694 | $ | 3,466 | $ | 29,131 | $ | 32,597 | |||||||
| Crushing | 317 | — | 317 | 8,729 | 9,046 | ||||||||||||
| Refined Products and Other | 1,599 | — | 1,599 | 6,400 | 7,999 | ||||||||||||
| Total Ag Services and Oilseeds | 4,688 | 694 | 5,382 | 44,260 | 49,642 | ||||||||||||
| Carbohydrate Solutions | |||||||||||||||||
| Starches and Sweeteners | 4,881 | — | 4,881 | 1,678 | 6,559 | ||||||||||||
| Vantage Corn Processors | 1,925 | — | 1,925 | — | 1,925 | ||||||||||||
| Total Carbohydrate Solutions | 6,806 | — | 6,806 | 1,678 | 8,484 | ||||||||||||
| Nutrition | |||||||||||||||||
| Human Nutrition | 3,029 | — | 3,029 | — | 3,029 | ||||||||||||
| Animal Nutrition | 2,546 | — | 2,546 | — | 2,546 | ||||||||||||
| Total Nutrition | 5,575 | — | 5,575 | — | 5,575 | ||||||||||||
| Total Segment Revenues | 17,069 | 694 | 17,763 | 45,938 | 63,701 | ||||||||||||
| Other Business | 331 | — | 331 | — | 331 | ||||||||||||
| Total Revenues | $ | 17,400 | $ | 694 | $ | 18,094 | $ | 45,938 | $ | 64,032 | |||||||
| Three Months Ended September 30, 2023 | |||||||||||||||||
| Topic 606 Revenue | Topic 815**(1)** | Total | |||||||||||||||
| Point in Time | Over Time | Total | Revenue | Revenues | |||||||||||||
| Ag Services and Oilseeds | |||||||||||||||||
| Ag Services | $ | 980 | $ | 174 | $ | 1,154 | $ | 9,044 | $ | 10,198 | |||||||
| Crushing | 118 | — | 118 | 3,234 | 3,352 | ||||||||||||
| Refined Products and Other | 527 | — | 527 | 2,402 | 2,929 | ||||||||||||
| Total Ag Services and Oilseeds | 1,625 | 174 | 1,799 | 14,680 | 16,479 | ||||||||||||
| Carbohydrate Solutions | |||||||||||||||||
| Starches and Sweeteners | 1,831 | — | 1,831 | 617 | 2,448 | ||||||||||||
| Vantage Corn Processors | 877 | — | 877 | — | 877 | ||||||||||||
| Total Carbohydrate Solutions | 2,708 | — | 2,708 | 617 | 3,325 | ||||||||||||
| Nutrition | |||||||||||||||||
| Human Nutrition | 900 | — | 900 | — | 900 | ||||||||||||
| Animal Nutrition | 884 | — | 884 | — | 884 | ||||||||||||
| Total Nutrition | 1,784 | — | 1,784 | — | 1,784 | ||||||||||||
| Total Segment Revenues | 6,117 | 174 | 6,291 | 15,297 | 21,588 | ||||||||||||
| Other Business | 107 | — | 107 | — | 107 | ||||||||||||
| Total Revenues | $ | 6,224 | $ | 174 | $ | 6,398 | $ | 15,297 | $ | 21,695 |
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| Nine Months Ended September 30, 2023 | |||||||||||||||||
| Topic 606 Revenue | Topic 815**(1)** | Total | |||||||||||||||
| Point in Time | Over Time | Total | Revenue | Revenues | |||||||||||||
| Ag Services and Oilseeds | |||||||||||||||||
| Ag Services | $ | 3,068 | $ | 552 | $ | 3,620 | $ | 31,639 | $ | 35,259 | |||||||
| Crushing | 341 | — | 341 | 10,174 | 10,515 | ||||||||||||
| Refined Products and Other | 1,730 | — | 1,730 | 7,398 | 9,128 | ||||||||||||
| Total Ag Services and Oilseeds | 5,139 | 552 | 5,691 | 49,211 | 54,902 | ||||||||||||
| Carbohydrate Solutions | |||||||||||||||||
| Starches and Sweeteners | 5,787 | — | 5,787 | 1,873 | 7,660 | ||||||||||||
| Vantage Corn Processors | 2,583 | — | 2,583 | — | 2,583 | ||||||||||||
| Total Carbohydrate Solutions | 8,370 | — | 8,370 | 1,873 | 10,243 | ||||||||||||
| Nutrition | |||||||||||||||||
| Human Nutrition | 2,802 | — | 2,802 | — | 2,802 | ||||||||||||
| Animal Nutrition | 2,688 | — | 2,688 | — | 2,688 | ||||||||||||
| Total Nutrition | 5,490 | — | 5,490 | — | 5,490 | ||||||||||||
| Total Segment Revenues | 18,999 | 552 | 19,551 | 51,084 | 70,635 | ||||||||||||
| Other Business | 322 | — | 322 | — | 322 | ||||||||||||
| Total Revenues | $ | 19,321 | $ | 552 | $ | 19,873 | $ | 51,084 | $ | 70,957 | |||||||
(1) Topic 815 revenue relates to the physical delivery or the settlement of the Company’s sales contracts that are accounted for as derivatives and are outside the scope of Topic 606.
Ag Services and Oilseeds
The Ag Services and Oilseeds segment generates revenue from the sale of commodities, from service fees for the transportation of goods, from the sale of products manufactured in its global processing facilities, and from its structured trade finance activities. Revenue is measured based on the consideration specified in the contract. Revenue is recognized when a performance obligation is satisfied by transferring control over a product or providing 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 Topic 606. The amount of revenue recognized follows the contractually specified price, which may include freight or other contractually specified cost components. 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 Topic 610-20.
Carbohydrate Solutions
The Carbohydrate Solutions segment generates revenue from the sale of products manufactured at the Company’s global corn and wheat milling facilities around the world. Revenue is recognized when control over products is transferred to the customer. Products are shipped to customers from the Company’s various facilities and from its network of storage terminals. The amount of revenue recognized is based on the consideration specified in the contract, which could include freight and other costs depending on the specific shipping terms of each contract. 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 Topic 610-20.
Nutrition
The Nutrition segment generates revenue from the sale of ingredients and solutions including plant-based proteins, natural flavors, flavor systems, natural colors, emulsifiers, soluble fiber, polyols, hydrocolloids, probiotics, prebiotics, enzymes, botanical extracts, edible beans, formula feeds, animal health and nutrition products, pet food and treats, and other specialty
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
food and feed ingredients. Revenue is recognized when control over products is transferred to the customer. The amount of revenue recognized follows the contracted price or the mutually agreed price of the product. Freight and shipping are recognized as a component of revenue at the same time control transfers to the customer.
Other Business
Other Business includes the Company’s futures commission business whose primary sources of revenue are commissions and brokerage income generated from executing orders and clearing futures contracts and options on futures contracts on behalf of its customers. Commissions and brokerage revenue are recognized on the date the transaction is executed. Other Business also includes the Company’s captive insurance business, which generates third party revenue through its proportionate share of premiums from third-party reinsurance pools. Reinsurance premiums are recognized on a straight-line basis over the period underlying the policy.
Note 4. Acquisitions
During the nine months ended September 30, 2024, the Company acquired Revela Foods, LLC (“Revela”), a Wisconsin-based developer and manufacturer of innovative dairy flavor ingredients and solutions, Fuerst Day Lawson Ltd. (“FDL”), a UK-based leading developer and producer of premium flavor and functional ingredient systems, PT Trouw Nutrition Indonesia (“PT”), a leading provider of functional and nutritional solutions for livestock farming in Indonesia, and Totally Natural Solutions Ltd. (“TNS”), a UK-based hops flavoring producer, for an aggregate cash consideration of $948 million.
The aggregate cash consideration of these acquisitions, net of $12 million in cash acquired, was allocated as follows, subject to final measurement period adjustments (in millions).
| Revela | FDL | PT | TNS | Total | |||||||||||||
| Working capital, net of cash acquired | $ | 50 | $ | 10 | $ | 5 | $ | 2 | $ | 67 | |||||||
| Property, plant, and equipment | 38 | 34 | 5 | 2 | 79 | ||||||||||||
| Goodwill | 410 | 138 | 5 | 8 | 561 | ||||||||||||
| Other intangible assets | 166 | 93 | — | 10 | 269 | ||||||||||||
| Other long-term assets | 28 | 11 | — | — | 39 | ||||||||||||
| Long-term liabilities | (43) | (36) | — | — | (79) | ||||||||||||
| Aggregate cash consideration, net of cash acquired | $ | 649 | $ | 250 | $ | 15 | $ | 22 | $ | 936 |
During the three months ended September 30, 2024, the Company recorded certain measurement period adjustments to its initial allocation of the purchase price related to the FDL acquisition, resulting in an increase to goodwill of $10 million. There was no impact on the Consolidated Statements of Earnings from this measurement period adjustment.
Goodwill recorded in connection with the acquisitions is primarily attributable to the synergies expected to arise after the Company’s acquisition of the businesses. Of the $561 million allocated to goodwill, $373 million is expected to be deductible for tax purposes.
These acquisitions add capabilities to the Company’s Nutrition segment. The Company’s Consolidated Statements of Earnings for the three and nine months ended September 30, 2024 includes the post-acquisition results of the acquired businesses which were immaterial.
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following table sets forth the fair values and the useful lives of the other intangible assets acquired.
| Useful Lives | Revela | FDL | TNS | Total | ||||||||||||||||||||||
| (In years) | (In millions) | |||||||||||||||||||||||||
| Intangible assets with finite lives: | ||||||||||||||||||||||||||
| Customer lists | 10 | to | 18 | $ | 124 | $ | 73 | $ | 8 | $ | 205 | |||||||||||||||
| Recipes and others | 10 | to | 21 | 42 | 20 | 2 | 64 | |||||||||||||||||||
| Total other intangible assets acquired | $ | 166 | $ | 93 | $ | 10 | $ | 269 |
Note 5. Fair Value Measurements
The Company measures certain assets and liabilities in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. In addition, it establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels:
Level 1 — Quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities.
The fair value hierarchy gives the highest priority to Level 1 inputs.
Level 2 — Significant other observable inputs other than quoted prices in active markets.
Level 3 — Significant unobservable inputs for which there is little or no market data available. The fair value hierarchy gives
the lowest priority to Level 3 inputs.
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following tables set forth, by level, the Company’s assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 (in millions).
| Fair Value Measurements at September 30, 2024 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Inventories carried at market | $ | — | $ | 3,466 | $ | 2,628 | $ | 6,094 | |||||||||||||||
| Unrealized derivative gains: | |||||||||||||||||||||||
| Commodity contracts | — | 488 | 476 | 964 | |||||||||||||||||||
| Foreign currency contracts | — | 167 | — | 167 | |||||||||||||||||||
| Interest rate contracts | — | 28 | — | 28 | |||||||||||||||||||
| Cash equivalents | 218 | — | — | 218 | |||||||||||||||||||
| Segregated investments | 1,595 | — | — | 1,595 | |||||||||||||||||||
| Total Assets | $ | 1,813 | $ | 4,149 | $ | 3,104 | $ | 9,066 | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Unrealized derivative losses: | |||||||||||||||||||||||
| Commodity contracts | $ | — | $ | 452 | $ | 474 | $ | 926 | |||||||||||||||
| Foreign currency contracts | — | 222 | — | 222 | |||||||||||||||||||
| Inventory-related payables | — | 774 | 27 | 801 | |||||||||||||||||||
| Total Liabilities | $ | — | $ | 1,448 | $ | 501 | $ | 1,949 |
| Fair Value Measurements at December 31, 2023 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Inventories carried at market | $ | — | $ | 4,274 | $ | 2,713 | $ | 6,987 | |||||||||||||||
| Unrealized derivative gains: | |||||||||||||||||||||||
| Commodity contracts | — | 628 | 731 | 1,359 | |||||||||||||||||||
| Foreign currency contracts | — | 187 | — | 187 | |||||||||||||||||||
| Cash equivalents | 209 | — | — | 209 | |||||||||||||||||||
| Segregated investments | 1,362 | — | — | 1,362 | |||||||||||||||||||
| Total Assets | $ | 1,571 | $ | 5,089 | $ | 3,444 | $ | 10,104 | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Unrealized derivative losses: | |||||||||||||||||||||||
| Commodity contracts | $ | — | $ | 500 | $ | 457 | $ | 957 | |||||||||||||||
| Foreign currency contracts | — | 144 | — | 144 | |||||||||||||||||||
| Inventory-related payables | — | 1,219 | 101 | 1,320 | |||||||||||||||||||
| Total Liabilities | $ | — | $ | 1,863 | $ | 558 | $ | 2,421 |
Inventories and inventory-related payables carried at market
Estimated fair values for inventories and inventory-related payables carried at market are based on exchange-quoted prices, adjusted for differences in local markets and quality, referred to as basis. Market valuations for the Company’s inventories are adjusted for location and quality (basis) because the exchange-quoted prices represent contracts with standardized terms for
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
commodity, quantity, future delivery period, delivery location, and commodity quality or grade. The basis adjustments are generally determined using the inputs from competitor and broker quotations or market transactions and are considered observable. Basis adjustments are impacted by specific local supply and demand characteristics at each facility and the overall market. Factors such as substitute products, weather, fuel costs, contract terms, and futures prices also impact the movement of these basis adjustments. In some cases, the basis adjustments are unobservable because they are supported by little to no market activity. When unobservable inputs have a significant impact (more than 10%) on the measurement of fair value, the inventory is classified in Level 3. Changes in the fair value of inventories and inventory-related payables are recognized in the Consolidated Statements of Earnings as a component of cost of products sold.
Unrealized derivative gains and losses
Derivative contracts include exchange-traded commodity futures and options contracts, forward commodity purchase and sale contracts, and over-the-counter (OTC) instruments related primarily to agricultural commodities, energy, interest rates, and foreign currencies. Substantially all of the Company’s exchange-traded commodity futures and options contracts are cash-settled on a daily basis and, therefore, are not included in these tables. Fair value for forward commodity purchase and sale contracts is estimated based on exchange-quoted prices adjusted for differences in local markets. Market valuations for the Company’s forward commodity purchase and sale contracts are adjusted for location (basis) because the exchange-quoted prices represent contracts that have standardized terms for commodity, quantity, future delivery period, delivery location, and commodity quality or grade. The basis adjustments are generally determined using inputs from competitor and broker quotations or market transactions and are considered observable. Basis adjustments are impacted by specific local supply and demand characteristics at each facility and the overall market. Factors such as substitute products, weather, fuel costs, contract terms, and futures prices also impact the movement of these basis adjustments. In some cases, the basis adjustments are unobservable because they are supported by little to no market activity. When observable inputs are available for substantially the full term of the contract, it is classified in Level 2. When unobservable inputs have a significant impact (more than 10%) on the measurement of fair value, the contract is classified in Level 3. Except for certain derivatives designated as cash flow hedges, changes in the fair value of commodity-related derivatives are recognized in the Consolidated Statements of Earnings as a component of cost of products sold. Changes in the fair value of foreign currency-related derivatives are recognized in the Consolidated Statements of Earnings as a component of revenues, cost of products sold, and other (income) expense - net, depending upon the purpose of the contract. The changes in the fair value of derivatives designated as effective cash flow hedges are recognized in the Consolidated Balance Sheets as a component of accumulated other comprehensive income (AOCI) until the hedged items are recorded in earnings or it is probable the hedged transaction will no longer occur.
Cash equivalents
The Company’s cash equivalents are comprised of money market funds valued using quoted market prices and are classified as Level 1.
Segregated investments
The Company’s segregated investments are comprised of U.S. Treasury securities. U.S. Treasury securities are valued using quoted market prices and are classified in Level 1.
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following table presents a roll forward of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended September 30, 2024 (in millions).
| Level 3 Fair Value Asset Measurements at | |||||||||||||||||||||||||||||||||||
| September 30, 2024 | |||||||||||||||||||||||||||||||||||
| Inventories Carried at Market | Commodity Derivative Contracts Gains | Total Assets | |||||||||||||||||||||||||||||||||
| Opening balance, June 30, 2024 | $ | 2,546 | $ | 395 | $ | 2,941 | |||||||||||||||||||||||||||||
| Total increase (decrease) in net realized/unrealized gains included in cost of products sold* | (92) | 215 | 123 | ||||||||||||||||||||||||||||||||
| Purchases | 4,174 | — | 4,174 | ||||||||||||||||||||||||||||||||
| Sales | (3,736) | — | (3,736) | ||||||||||||||||||||||||||||||||
| Settlements | — | (288) | (288) | ||||||||||||||||||||||||||||||||
| Transfers into Level 3 | 265 | 158 | 423 | ||||||||||||||||||||||||||||||||
| Transfers out of Level 3 | (529) | (4) | (533) | ||||||||||||||||||||||||||||||||
| Closing Balance, September 30, 2024 | $ | 2,628 | $ | 476 | $ | 3,104 | |||||||||||||||||||||||||||||
- Includes increase in unrealized gains of $436 million relating to Level 3 assets still held at September 30, 2024.
The following table presents a roll forward of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended September 30, 2024 (in millions).
| Level 3 Fair Value Liability Measurements at | |||||||||||||||||||||||||||||
| September 30, 2024 | |||||||||||||||||||||||||||||
| Inventory- related Payables | Commodity Derivative Contracts Losses | Total Liabilities | |||||||||||||||||||||||||||
| Opening balance, June 30, 2024 | $ | 34 | $ | 367 | $ | 401 | |||||||||||||||||||||||
| Total increase (decrease) in net realized/unrealized losses included in cost of products sold* | (3) | 343 | 340 | ||||||||||||||||||||||||||
| Purchases | 8 | — | 8 | ||||||||||||||||||||||||||
| Sales | (12) | — | (12) | ||||||||||||||||||||||||||
| Settlements | — | (251) | (251) | ||||||||||||||||||||||||||
| Transfers into Level 3 | — | 22 | 22 | ||||||||||||||||||||||||||
| Transfers out of Level 3 | — | (7) | (7) | ||||||||||||||||||||||||||
| Closing Balance, September 30, 2024 | $ | 27 | $ | 474 | $ | 501 |
- Includes increase in unrealized losses of $346 million relating to Level 3 liabilities still held at September 30, 2024.
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following table presents a roll forward of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended September 30, 2023 (in millions).
| Level 3 Fair Value Asset Measurements at | |||||||||||||||||||||||||||||||||||
| September 30, 2023 | |||||||||||||||||||||||||||||||||||
| Inventories Carried at Market | Commodity Derivative Contracts Gains | Total Assets | |||||||||||||||||||||||||||||||||
| Opening balance, June 30, 2023 | $ | 2,859 | $ | 886 | $ | 3,745 | |||||||||||||||||||||||||||||
| Total increase (decrease) in net realized/unrealized gains included in cost of products sold* | 135 | 330 | 465 | ||||||||||||||||||||||||||||||||
| Purchases | 6,615 | — | 6,615 | ||||||||||||||||||||||||||||||||
| Sales | (6,539) | — | (6,539) | ||||||||||||||||||||||||||||||||
| Settlements | — | (356) | (356) | ||||||||||||||||||||||||||||||||
| Transfers into Level 3 | 336 | 49 | 385 | ||||||||||||||||||||||||||||||||
| Transfers out of Level 3 | (534) | (19) | (553) | ||||||||||||||||||||||||||||||||
| Closing balance, September 30, 2023 | $ | 2,872 | $ | 890 | $ | 3,762 |
- Includes increase in unrealized gains of $438 million relating to Level 3 assets still held at September 30, 2023.
The following table presents a roll forward of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended September 30, 2023 (in millions).
| Level 3 Fair Value Liability Measurements at | |||||||||||||||||||||||||||||
| September 30, 2023 | |||||||||||||||||||||||||||||
| Inventory- related Payables | Commodity Derivative Contracts Losses | Debt Conversion Option | Total Liabilities | ||||||||||||||||||||||||||
| Opening balance, June 30, 2023 | $ | 65 | $ | 791 | $ | — | $ | 856 | |||||||||||||||||||||
| Total increase (decrease) in net realized/unrealized losses included in cost of products sold and interest expense* | (3) | 290 | — | 287 | |||||||||||||||||||||||||
| Purchases | 29 | — | — | 29 | |||||||||||||||||||||||||
| Settlements | — | (529) | — | (529) | |||||||||||||||||||||||||
| Transfers into Level 3 | — | 10 | — | 10 | |||||||||||||||||||||||||
| Transfers out of Level 3 | (4) | (13) | — | (17) | |||||||||||||||||||||||||
| Closing balance, September 30, 2023 | $ | 87 | $ | 549 | $ | — | $ | 636 |
- Includes increase in unrealized losses of $297 million relating to Level 3 liabilities still held at September 30, 2023.
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following table presents a roll forward of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2024 (in millions).
| Level 3 Fair Value Asset Measurements at | |||||||||||||||||||||||||||||||||||
| September 30, 2024 | |||||||||||||||||||||||||||||||||||
| Inventories Carried at Market | Commodity Derivative Contracts Gains | Total Assets | |||||||||||||||||||||||||||||||||
| Opening Balance, December 31, 2023 | $ | 2,713 | $ | 731 | $ | 3,444 | |||||||||||||||||||||||||||||
| Total increase (decrease) in net realized/unrealized gains included in cost of products sold* | (3) | 788 | 785 | ||||||||||||||||||||||||||||||||
| Purchases | 11,600 | — | 11,600 | ||||||||||||||||||||||||||||||||
| Sales | (11,813) | — | (11,813) | ||||||||||||||||||||||||||||||||
| Settlements | — | (1,077) | (1,077) | ||||||||||||||||||||||||||||||||
| Transfers into Level 3 | 1,339 | 214 | 1,553 | ||||||||||||||||||||||||||||||||
| Transfers out of Level 3 | (1,208) | (180) | (1,388) | ||||||||||||||||||||||||||||||||
| Closing Balance, September 30, 2024 | $ | 2,628 | $ | 476 | $ | 3,104 | |||||||||||||||||||||||||||||
- Includes increase in unrealized gains of $1.3 billion relating to Level 3 assets still held at September 30, 2024.
The following table presents a roll forward of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2024 (in millions).
| Level 3 Fair Value Liability Measurements at | |||||||||||||||||||||||||||||
| September 30, 2024 | |||||||||||||||||||||||||||||
| Inventory- related Payables | Commodity Derivative Contracts Losses | Total Liabilities | |||||||||||||||||||||||||||
| Opening Balance, December 31, 2023 | $ | 101 | $ | 457 | $ | 558 | |||||||||||||||||||||||
| Total increase (decrease) in net realized/unrealized losses included in cost of products sold* | (9) | 875 | 866 | ||||||||||||||||||||||||||
| Purchases | 10 | — | 10 | ||||||||||||||||||||||||||
| Sales | (75) | — | (75) | ||||||||||||||||||||||||||
| Settlements | — | (823) | (823) | ||||||||||||||||||||||||||
| Transfers into Level 3 | — | 50 | 50 | ||||||||||||||||||||||||||
| Transfers out of Level 3 | — | (85) | (85) | ||||||||||||||||||||||||||
| Closing Balance, September 30, 2024 | $ | 27 | $ | 474 | $ | 501 | |||||||||||||||||||||||
- Includes increase in unrealized losses of $892 million relating to Level 3 liabilities still held at September 30, 2024.
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following table presents a roll forward of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2023 (in millions).
| Level 3 Fair Value Asset Measurements at | |||||||||||||||||||||||||||||||||||
| September 30, 2023 | |||||||||||||||||||||||||||||||||||
| Inventories Carried at Market | Commodity Derivative Contracts Gains | Total Assets | |||||||||||||||||||||||||||||||||
| Opening balance, December 31, 2022 | $ | 2,760 | $ | 541 | $ | 3,301 | |||||||||||||||||||||||||||||
| Total increase (decrease) in net realized/unrealized gains included in cost of products sold* | 499 | 1,282 | 1,781 | ||||||||||||||||||||||||||||||||
| Purchases | 25,190 | — | 25,190 | ||||||||||||||||||||||||||||||||
| Sales | (25,439) | — | (25,439) | ||||||||||||||||||||||||||||||||
| Settlements | (4) | (1,195) | (1,199) | ||||||||||||||||||||||||||||||||
| Transfers into Level 3 | 1,488 | 339 | 1,827 | ||||||||||||||||||||||||||||||||
| Transfers out of Level 3 | (1,622) | (77) | (1,699) | ||||||||||||||||||||||||||||||||
| Closing balance, September 30, 2023 | $ | 2,872 | $ | 890 | $ | 3,762 | |||||||||||||||||||||||||||||
- Includes increase in unrealized gains of $1.8 billion relating to Level 3 assets still held at September 30, 2023.
The following table presents a roll forward of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2023 (in millions).
| Level 3 Fair Value Liability Measurements at | |||||||||||||||||||||||||||||
| September 30, 2023 | |||||||||||||||||||||||||||||
| Inventory- related Payables | Commodity Derivative Contracts Losses | Debt Conversion Option | Total Liabilities | ||||||||||||||||||||||||||
| Opening balance, December 31, 2022 | $ | 89 | $ | 603 | $ | 6 | $ | 698 | |||||||||||||||||||||
| Total increase (decrease) in net realized/unrealized losses included in cost of products sold and interest expense* | (1) | 1,068 | (6) | 1,061 | |||||||||||||||||||||||||
| Purchases | 36 | — | — | 36 | |||||||||||||||||||||||||
| Settlements | (34) | (1,236) | — | (1,270) | |||||||||||||||||||||||||
| Transfers into Level 3 | 1 | 135 | — | 136 | |||||||||||||||||||||||||
| Transfers out of Level 3 | (4) | (21) | — | (25) | |||||||||||||||||||||||||
| Closing balance, September 30, 2023 | $ | 87 | $ | 549 | $ | — | $ | 636 | |||||||||||||||||||||
- Includes increase in unrealized losses of $1.1 billion relating to Level 3 liabilities still held at September 30, 2023.
Transfers into Level 3 of assets and liabilities previously classified in Level 2 were due to the relative value of unobservable inputs to the total fair value measurement of certain products and derivative contracts rising above the 10% threshold. Transfers out of Level 3 were primarily due to the relative value of unobservable inputs to the total fair value measurement of certain products and derivative contracts falling below the 10% threshold and thus permitting reclassification to Level 2.
In some cases, the price components that result in differences between exchange-traded prices and local prices for inventories and commodity purchase and sale contracts are observable based upon available quotations for these pricing components, and in some cases, the differences are unobservable. These price components primarily include transportation costs and other adjustments required due to location, quality, or other contract terms. In the table below, these other adjustments are referred to as basis. The changes in unobservable price components are determined by specific local supply and demand characteristics at each facility and the overall market. Factors such as substitute products, weather, fuel costs, contract terms, and futures prices also impact the movement of these unobservable price components.
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following table sets forth the weighted average percentage of the unobservable price components included in the Company’s Level 3 valuations as of September 30, 2024 and December 31, 2023. The Company’s Level 3 measurements may include basis only, transportation cost only, or both price components.
| Weighted Average % of Total Price | |||||||||||||||||||||||
| September 30, 2024 | December 31, 2023 | ||||||||||||||||||||||
| Component Type | Assets | Liabilities | Assets | Liabilities | |||||||||||||||||||
| Inventories and Inventory-Related Payables | |||||||||||||||||||||||
| Basis | 36.2 | % | 81.0 | % | 25.0 | % | 33.2 | % | |||||||||||||||
| Transportation cost | 31.7 | % | — | % | 11.5 | % | — | % | |||||||||||||||
| Commodity Derivative Contracts | |||||||||||||||||||||||
| Basis | 25.6 | % | 32.4 | % | 24.2 | % | 24.9 | % | |||||||||||||||
| Transportation cost | 21.6 | % | — | % | 9.3 | % | 3.2 | % |
In certain of the Company’s principal markets, the Company relies on price quotes from third parties to value its inventories and physical commodity purchase and sale contracts. These price quotes are generally not further adjusted by the Company in determining the applicable market price. In some cases, availability of third-party quotes is limited to only one or two independent sources. In these situations, absent other corroborating evidence, the Company considers these price quotes as 100% unobservable and, therefore, the fair value of these items is reported in Level 3.
Note 6. Derivative Instruments and Hedging Activities
Derivatives Not Designated As Hedging Instruments
The majority of the Company’s derivative instruments have not been designated as hedging instruments. The Company uses exchange-traded commodity futures and OTC option contracts to manage its net position of merchandisable agricultural product inventories and forward cash purchase and sales contracts to reduce price risk caused by market fluctuations in agricultural commodities and foreign currencies. The Company also uses exchange-traded futures and options and OTC swaps and options as components of merchandising strategies designed to enhance margins. The results of these strategies can be significantly impacted by factors such as the correlation between the value of exchange-traded commodities futures contracts and the value of the underlying commodities, counterparty contract defaults, and volatility of freight markets.
Derivatives, including exchange-traded contracts and forward commodity purchase or sale contracts, and inventories of certain merchandisable agricultural products, which include amounts acquired under deferred pricing contracts, are stated at fair value. Inventory is not a derivative and therefore fair values of and changes in fair values of inventories are not included in the tables below.
The following table sets forth the fair value of derivatives not designated as hedging instruments as of September 30, 2024 and December 31, 2023 (in millions).
| September 30, 2024 | December 31, 2023 | ||||||||||||||||||||||
| Assets | Liabilities | Assets | Liabilities | ||||||||||||||||||||
| Foreign Currency Contracts | $ | 166 | $ | 186 | $ | 187 | $ | 122 | |||||||||||||||
| Commodity Contracts | 959 | 926 | 1,343 | 957 | |||||||||||||||||||
| Total | $ | 1,125 | $ | 1,112 | $ | 1,530 | $ | 1,079 |
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following tables set forth the pre-tax gains (losses) on derivatives not designated as hedging instruments that have been included in the Consolidated Statements of Earnings for the three and nine months ended September 30, 2024 and 2023 (in millions).
| Cost of | Other (income) expense - net | Interest | |||||||||||||||||||||||||||
| Revenues | products sold | expense | Total | ||||||||||||||||||||||||||
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||
| Pre-tax gains (losses) on: | |||||||||||||||||||||||||||||
| Foreign Currency Contracts | $ | (7) | $ | 20 | $ | (63) | $ | — | |||||||||||||||||||||
| Commodity Contracts | — | (17) | — | — | |||||||||||||||||||||||||
| Total gain (loss) recognized in earnings | $ | (7) | $ | 3 | $ | (63) | $ | — | $ | (67) | |||||||||||||||||||
| Three Months Ended September 30, 2023 | |||||||||||||||||||||||||||||
| Pre-tax gains (losses) on: | |||||||||||||||||||||||||||||
| Foreign Currency Contracts | $ | 1 | $ | (38) | $ | 96 | $ | — | |||||||||||||||||||||
| Commodity Contracts | — | 168 | — | — | |||||||||||||||||||||||||
| Total gain (loss) recognized in earnings | $ | 1 | $ | 130 | $ | 96 | $ | — | $ | 227 | |||||||||||||||||||
| Cost of | Other (income) expense - net | Interest | |||||||||||||||||||||||||||
| Revenues | products sold | expense | Total | ||||||||||||||||||||||||||
| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||||||||
| Pre-tax gains (losses) on: | |||||||||||||||||||||||||||||
| Foreign Currency Contracts | $ | 11 | $ | (197) | $ | (2) | $ | — | |||||||||||||||||||||
| Commodity Contracts | — | 158 | — | — | |||||||||||||||||||||||||
| Total gain (loss) recognized in earnings | $ | 11 | $ | (39) | $ | (2) | $ | — | $ | (30) | |||||||||||||||||||
| Nine Months Ended September 30, 2023 | |||||||||||||||||||||||||||||
| Pre-tax gains (losses) on: | |||||||||||||||||||||||||||||
| Foreign Currency Contracts | $ | (25) | $ | 210 | $ | 123 | $ | — | |||||||||||||||||||||
| Commodity Contracts | — | 643 | — | — | |||||||||||||||||||||||||
| Debt Conversion Option | — | — | — | 6 | |||||||||||||||||||||||||
| Total gain (loss) recognized in earnings | $ | (25) | $ | 853 | $ | 123 | $ | 6 | $ | 957 | |||||||||||||||||||
Changes in the market value of inventories of certain merchandisable agricultural commodities, inventory-related payables, forward cash purchase and sales contracts, exchange-traded futures and exchange-traded and OTC options contracts are recognized in earnings immediately as a component of cost of products sold.
Changes in the fair value of foreign currency-related derivatives are recognized in the Consolidated Statements of Earnings as a component of revenues, cost of products sold, and other (income) expense - net depending on the purpose of the contract.
Derivatives Designated As Hedging Instruments
The Company had certain derivatives designated as cash flow and net investment hedges as of September 30, 2024 and December 31, 2023. In addition, the Company had certain derivatives designated as fair value hedges as of September 30, 2024.
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Cash Flow Hedges
For derivative instruments that are designated and qualify as highly-effective cash flow hedges (i.e., hedging the exposure to variability in expected future cash flow that is attributable to a particular risk), the gain or loss on the derivative instrument is reported as a component of AOCI and as an operating activity in the Consolidated Statements of Cash Flows, and is reclassified into earnings in the same line item affected by the hedged transaction in the same period or periods during which the hedged transaction affects earnings. Hedge components excluded from the assessment of effectiveness and gains and losses related to discontinued hedges are recognized in the Consolidated Statements of Earnings during the current period.
For each of the hedge programs described below, the derivatives are designated as cash flow hedges. The changes in the market value of such derivative contracts have historically been, and are expected to continue to be, highly effective at offsetting changes in price movements of the hedged item. Once the hedged item is recognized in earnings, the gains and losses arising from the hedge are reclassified from AOCI to either revenues or cost of products sold, as applicable.
The Company uses futures and options contracts to hedge the purchase price of anticipated volumes of corn to be purchased and processed in a future month. The objective of this hedging program is to reduce the variability of cash flows associated with the Company’s forecasted purchases of corn. The Company’s corn processing plants normally grind approximately 59 million bushels of corn per month. During the past 12 months, the Company hedged between 12% and 33% of its monthly grind. At September 30, 2024, the Company had designated hedges representing between 3% and 30% of its anticipated monthly grind of corn for the next 12 months.
The Company uses futures and options contracts to hedge the purchase price of the anticipated volumes of soybeans to be purchased and processed in a future month for certain of its U.S. soybean crush facilities, subject to certain program limits. The Company also uses futures and options contracts to hedge the sales prices of anticipated soybean meal and soybean oil sales proportionate to the soybean crushing process at these facilities, subject to certain program limits. During the past 12 months, the Company hedged between 76% and 100% of the anticipated monthly soybean crush for soybean purchases and soybean meal and oil sales at the designated facilities. At September 30, 2024, the Company had designated hedges representing between 7% and 100% of the anticipated monthly soybean crush for soybean purchases and soybean meal and oil sales at the designated facilities over the next 12 months.
The Company uses futures and OTC swaps to hedge the purchase price of anticipated volumes of natural gas consumption in a future month for certain of its facilities in North America and Europe, subject to certain program limits. During the past 12 months, the Company hedged between 39% and 70% of the anticipated monthly natural gas consumption at the designated facilities. At September 30, 2024, the Company had designated hedges representing between 29% and 43% of the anticipated monthly natural gas consumption over the next 12 months.
As of September 30, 2024 and December 31, 2023, the Company had after-tax gains of $39 million and $42 million in AOCI, respectively, related to gains and losses from these programs. The Company expects to recognize $39 million of the September 30, 2024 after-tax gains in its Consolidated Statements of Earnings during the next 12 months.
Fair Value Hedges
The Company uses interest rate swaps designated as fair value hedges to protect the fair value of fixed-rate debt due to changes in interest rates. The changes in the fair value of the interest rate swaps and the underlying fixed-rate debt is recognized in the Consolidated Statements of Earnings during the current period. The terms of the interest rate swaps match the terms of the underlying debt. The Company executed fixed to floating rate interest swaps with an aggregate notional amount of $500 million as of September 30, 2024. As of September 30, 2024, the Company had pre-tax gains of $28 million in other current assets and a corresponding offset to the underlying debt for the same amount with no net impact to earnings.
Net Investment Hedges
The Company uses cross-currency swaps and foreign exchange forwards designated as net investment hedges to protect the Company’s investment in foreign subsidiaries against changes in foreign currency exchange rates. The Company executed USD-fixed to Euro-fixed cross-currency swaps with an aggregate notional amount of $400 million and $800 million as of September 30, 2024 and December 31, 2023, respectively and foreign exchange forwards with an aggregate notional amount of
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
$1.9 billion and $2.1 billion as of September 30, 2024 and December 31, 2023, respectively. As of September 30, 2024 and December 31, 2023, the Company had after-tax losses of $27 million and $5 million in AOCI, respectively, related to foreign exchange gains and losses from net investment hedge transactions. The amount is deferred in AOCI until the underlying investment is divested.
The following table sets forth the fair value of derivatives designated as hedging instruments as of September 30, 2024 and December 31, 2023 (in millions).
| September 30, 2024 | December 31, 2023 | ||||||||||||||||||||||
| Assets | Liabilities | Assets | Liabilities | ||||||||||||||||||||
| Commodity Contracts | $ | 6 | $ | — | $ | 16 | $ | — | |||||||||||||||
| Foreign Currency Contracts | — | 36 | — | 22 | |||||||||||||||||||
| Interest Rate Contracts | 28 | — | — | — | |||||||||||||||||||
| Total | $ | 34 | $ | 36 | $ | 16 | $ | 22 |
The following tables set forth the pre-tax gains (losses) on derivatives designated as hedging instruments that have been included in the Consolidated Statements of Earnings for the three and nine months ended September 30, 2024 and 2023 (in millions).
| Cost of products sold | |||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Pre-tax gains (losses) on: | |||||||||||||||||||||||||||||||||||||||||
| Commodity Contracts | $ | (49) | |||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2023 | |||||||||||||||||||||||||||||||||||||||||
| Pre-tax gains (losses) on: | |||||||||||||||||||||||||||||||||||||||||
| Commodity Contracts | $ | (132) | |||||||||||||||||||||||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||||||||
| Pre-tax gains (losses) on: | |||||||||||||||||||||||||||||
| Commodity Contracts | $ | (52) | |||||||||||||||||||||||||||
| Nine Months Ended September 30, 2023 | |||||||||||||||||||||||||||||
| Pre-tax gains (losses) on: | |||||||||||||||||||||||||||||
| Commodity Contracts | $ | (277) | |||||||||||||||||||||||||||
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The Company has designated $725 million (€650 million) of its outstanding long-term debt and commercial paper borrowings at September 30, 2024 and December 31, 2023 as hedges of its net investment in a foreign subsidiary. As of September 30, 2024 and December 31, 2023, the Company had after-tax gains of $204 million and $212 million in AOCI, respectively, related to foreign exchange gains and losses from the net investment hedge transactions. The amount is deferred in AOCI until the underlying investment is divested.
Note 7. Other Current Assets
The following table sets forth the items in other current assets (in millions).
| September 30, | December 31, | ||||||||||
| 2024 | 2023 | ||||||||||
| Unrealized gains on derivative contracts | $ | 1,159 | $ | 1,546 | |||||||
| Margin deposits and grain accounts | 563 | 560 | |||||||||
| Customer omnibus receivable | 894 | 1,052 | |||||||||
| Financing receivables - net (1) | 214 | 237 | |||||||||
| Insurance premiums receivable | 95 | 61 | |||||||||
| Prepaid expenses | 341 | 445 | |||||||||
| Biodiesel tax credit | 219 | 119 | |||||||||
| Tax receivables | 424 | 491 | |||||||||
| Non-trade receivables | 282 | 304 | |||||||||
| Other current assets | 58 | 167 | |||||||||
| $ | 4,249 | $ | 4,982 | ||||||||
(1) The Company provides financing to certain suppliers, primarily Brazilian farmers, to finance a portion of the suppliers’ production costs. The amounts are reported net of allowances of $5 million and $6 million at September 30, 2024 and December 31, 2023, respectively. Interest earned on financing receivables was $3 million and $13 million for the three and nine months ended September 30, 2024, respectively, and $4 million and $14 million for the three and nine months ended September 30, 2023, respectively, and is included in interest and investment income in the Consolidated Statements of Earnings.
Note 8. Accrued Expenses and Other Payables
The following table sets forth the items in accrued expenses and other payables (in millions).
| September 30, | December 31, | ||||||||||
| 2024 | 2023 | ||||||||||
| Unrealized losses on derivative contracts | $ | 1,148 | $ | 1,101 | |||||||
| Accrued compensation | 350 | 439 | |||||||||
| Income tax payable | 161 | 284 | |||||||||
| Other taxes payable | 218 | 172 | |||||||||
| Insurance claims payable | 92 | 73 | |||||||||
| Contract liability | 365 | 626 | |||||||||
| Other accruals and payables | 1,337 | 1,381 | |||||||||
| $ | 3,671 | $ | 4,076 |
Note 9. Debt and Financing Arrangements
At September 30, 2024, the fair value of the Company’s long-term debt, excluding current portion, was $7.5 billion, as estimated using quoted market prices (a Level 2 measurement under applicable accounting standards), compared to a carrying value of $7.6 billion.
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
At September 30, 2024, the Company had lines of credit, including the accounts receivable securitization programs described below, totaling $12.5 billion, of which $8.7 billion was unused. 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 $1.5 billion of commercial paper outstanding at September 30, 2024.
The Company has accounts receivable securitization programs (the “Programs”). The Programs provide the Company with up to $2.8 billion in funding resulting from the sale of accounts receivable, with $0.7 billion unused capacity as of September 30, 2024. See Note 15. Sale of Accounts Receivable for further information on the Programs.
Note 10. Income Taxes
The Company’s effective tax rate was 83.3% and 23.3% for the three and nine months ended September 30, 2024, respectively, compared to 20.1% and 17.9% for the three and nine months ended September 30, 2023, respectively. The increase in the effective tax rate in each period was primarily due to the impairment of the Company’s investment in Wilmar.
The Organization for Economic Cooperation and Development’s Pillar Two initiative introduced a 15% global minimum tax applied on a country-by-country basis that has been enacted in certain jurisdictions in which the Company operates, with effective dates starting in 2024. In most of the jurisdictions in which the Company operates, the effective tax rates are above the 15% global minimum tax threshold. Global minimum tax did not have a significant impact for the three and nine months ended September 30, 2024 and is not expected to have a significant impact for the year ending December 31, 2024.
The Company is subject to income taxation and routine examinations in many jurisdictions around the world and frequently faces challenges regarding the amount of taxes due. These challenges include positions taken by the Company related to the timing, nature, and amount of deductions and the allocation of income among various tax jurisdictions. In its routine evaluations of the exposure associated with various tax filing positions, the Company recognizes a liability, when necessary, for estimated potential tax owed by the Company in accordance with applicable accounting standards. Resolution of the related tax positions, through negotiations with relevant tax authorities or through litigation, may take years to complete. Therefore, it is difficult to predict the timing for resolution of tax positions and the Company cannot predict or provide assurance as to the ultimate outcome of these ongoing or future examinations. The Company does not anticipate the total amount of unrecognized tax benefits will change significantly over the next twelve months. Given the long periods of time involved in resolving tax positions, the Company does not expect the recognition of unrecognized tax benefits will have a material impact on the Company’s effective tax rate in any given period.
In the year ended December 31, 2014, the Company’s wholly-owned subsidiary in the Netherlands, ADM Europe B.V., received a tax assessment of $122 million, including interest, from the Netherlands tax authority challenging the transfer pricing aspects of a business reorganization implemented in the year ended December 31, 2009. On July 11, 2024, the Tax Court of Appeals issued a ruling decreasing the assessment to $52 million, including interest. The Company decided not to appeal the decision further, and therefore the Tax Court of Appeals order is final. As of September 30, 2024, the Company has accrued the final assessed amount.
Note 11. Shareholders’ Equity
Accelerated Share Repurchase
On March 12, 2024, the Company entered into an accelerated share repurchase (“ASR”) transaction agreement (“ASR Agreement”) with Merrill Lynch International, an affiliate of BofA Securities, Inc., to repurchase $1.0 billion (the “Prepayment Amount”) of ADM common stock (“Common Stock”). The ASR transaction is part of ADM’s existing share repurchase program to repurchase up to 200 million shares through December 31, 2024.
Under the terms of the ASR Agreement, on March 13, 2024, the Company paid the Prepayment Amount and received no upfront shares of Common Stock. The total number of shares of Common Stock repurchased under the ASR Agreement were determined based on volume weighted-average prices of the Common Stock during the term of the ASR transaction less a discount and subject to certain adjustments pursuant to the terms of the ASR Agreement.
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 in aggregate. The Prepayment Amount initially recorded in additional paid in capital was partially reclassified to
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
reinvested earnings for the $538 million amount repurchased. On April 15, 2024, the Company received a final delivery of 7,325,733 shares at an average share price of $63.045, or $462 million in aggregate, as final settlement of the ASR transaction and the amount was reclassified to reinvested earnings.
As of September 30, 2024, the Company had 14.8 million remaining shares under its existing share repurchase program.
Accumulated Other Comprehensive Income
The following tables set forth the changes in AOCI by component for the three and nine months ended September 30, 2024 and 2023 (in millions).
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||
| Foreign Currency Translation Adjustment | Deferred Gain (Loss) on Hedging Activities | Pension Liability Adjustment | Unrealized Gain (Loss) on Investments | Total | |||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | (2,818) | $ | 57 | $ | (113) | $ | (6) | $ | (2,880) | |||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | 143 | (46) | (5) | — | 92 | ||||||||||||||||||||||||
| Gain (loss) on net investment hedges | (142) | — | — | — | (142) | ||||||||||||||||||||||||
| Amounts reclassified from AOCI | — | 49 | (3) | — | 46 | ||||||||||||||||||||||||
| Tax effect | 34 | 8 | 2 | — | 44 | ||||||||||||||||||||||||
| Net of tax amount | 35 | 11 | (6) | — | 40 | ||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | (2,783) | $ | 68 | $ | (119) | $ | (6) | $ | (2,840) | |||||||||||||||||||
| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||||||||
| Foreign Currency Translation Adjustment | Deferred Gain (Loss) on Hedging Activities | Pension Liability Adjustment | Unrealized Gain (Loss) on Investments | Total | |||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | (2,539) | $ | 158 | $ | (108) | $ | 2 | $ | (2,487) | |||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | (219) | (167) | (6) | (7) | (399) | ||||||||||||||||||||||||
| Gain (loss) on net investment hedges | (33) | — | — | — | (33) | ||||||||||||||||||||||||
| Amounts reclassified from AOCI | — | 52 | (9) | — | 43 | ||||||||||||||||||||||||
| Tax effect | 8 | 25 | 4 | (1) | 36 | ||||||||||||||||||||||||
| Net of tax amount | (244) | (90) | (11) | (8) | (353) | ||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | (2,783) | $ | 68 | $ | (119) | $ | (6) | $ | (2,840) |
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| Three Months Ended September 30, 2023 | |||||||||||||||||||||||||||||
| Foreign Currency Translation Adjustment | Deferred Gain (Loss) on Hedging Activities | Pension Liability Adjustment | Unrealized Gain (Loss) on Investments | Total | |||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | (2,402) | $ | 39 | $ | (63) | $ | (7) | $ | (2,433) | |||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | (393) | (4) | 3 | 5 | (389) | ||||||||||||||||||||||||
| Gain (loss) on net investment hedges | 149 | — | — | — | 149 | ||||||||||||||||||||||||
| Amounts reclassified from AOCI | — | 132 | (3) | — | 129 | ||||||||||||||||||||||||
| Tax effect | (36) | (28) | (3) | — | (67) | ||||||||||||||||||||||||
| Net of tax amount | (280) | 100 | (3) | 5 | (178) | ||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | (2,682) | $ | 139 | $ | (66) | $ | (2) | $ | (2,611) | |||||||||||||||||||
| Nine Months Ended September 30, 2023 | |||||||||||||||||||||||||||||
| Foreign Currency Translation Adjustment | Deferred Gain (Loss) on Hedging Activities | Pension Liability Adjustment | Unrealized Gain (Loss) on Investments | Total | |||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | (2,622) | $ | 148 | $ | (22) | $ | (13) | $ | (2,509) | |||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | (71) | (290) | 6 | 13 | (342) | ||||||||||||||||||||||||
| Gain (loss) on net investment hedges | 19 | — | — | — | 19 | ||||||||||||||||||||||||
| Amounts reclassified from AOCI | — | 277 | (38) | — | 239 | ||||||||||||||||||||||||
| Tax effect | (8) | 4 | (12) | (2) | (18) | ||||||||||||||||||||||||
| Net of tax amount | (60) | (9) | (44) | 11 | (102) | ||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | (2,682) | $ | 139 | $ | (66) | $ | (2) | $ | (2,611) |
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following table sets forth the reclassifications out of AOCI for the three and nine months ended September 30, 2024 and 2023 (in millions).
| Three Months Ended September 30, | Nine Months Ended September 30, | Affected line item in the Consolidated Statements of Earnings | ||||||||||||||||||
| Details about AOCI components | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||
| Deferred Gain (Loss) on Hedging Activities | ||||||||||||||||||||
| $ | 48 | $ | 132 | $ | 52 | $ | 277 | Cost of products sold | ||||||||||||
| 48 | 132 | 52 | 277 | Earnings before income tax | ||||||||||||||||
| (14) | (29) | (14) | (55) | Income tax expense | ||||||||||||||||
| $ | 34 | $ | 103 | $ | 38 | $ | 222 | Net earnings | ||||||||||||
| Pension Liability Adjustment | ||||||||||||||||||||
| Amortization of defined benefit pension items: | ||||||||||||||||||||
| Prior service loss (credit) | $ | (4) | $ | (4) | $ | (14) | $ | (21) | Other (income) expense-net | |||||||||||
| Actuarial losses | 1 | 1 | 5 | (17) | Other (income) expense-net | |||||||||||||||
| (3) | (3) | (9) | (38) | Earnings before income tax | ||||||||||||||||
| — | (3) | 2 | (12) | Income tax expense | ||||||||||||||||
| $ | (3) | $ | (6) | $ | (7) | $ | (50) | Net earnings | ||||||||||||
The Company’s accounting policy is to release the income tax effects from AOCI when the individual units of account are sold, terminated, or extinguished.
Note 12. Other (Income) Expense – Net
The following table sets forth the items in other (income) expense for the three and nine months ended September 30, 2024 and 2023 (in millions).
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Gains on sale of assets | $ | — | $ | (1) | $ | (7) | $ | (33) | |||||||||||||||
| Other – net | (58) | (34) | (85) | (83) | |||||||||||||||||||
| Other (Income) Expense – Net | $ | (58) | $ | (35) | $ | (92) | $ | (116) |
Gains on sale of assets in the three and nine months ended September 30, 2024 and 2023 consisted of gains on sales of certain assets and disposals of individually insignificant assets in the ordinary course of business.
Other – net in the three and nine months ended September 30, 2024 included the non-service components of net pension benefit income of $4 million and $14 million, respectively, net foreign exchange gains, and net other income. Other – net in the three and nine months ended September 30, 2023 included the non-service components of net pension benefit income of $4 million and $13 million, respectively, net foreign exchange gains, and net other income.
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 13. Segment Information
The Company’s operations are organized, managed, and classified into three reportable segments: Ag Services and Oilseeds (AS&O), 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 segments, as defined by the applicable accounting standard*,* and are classified as Other Business.
Intersegment sales have been recorded using principles consistent with Topic 606. Operating profit for each reportable segment is based on net sales less identifiable operating expenses. Also included in operating profit for each segment is equity in earnings of affiliates based on the equity method of accounting. Specified items and certain corporate items are not allocated to the Company’s individual reportable segments because operating performance of each reportable segment is evaluated by management exclusive of these items. Corporate results principally include unallocated corporate expenses, interest cost net of interest income, and revaluation gains and losses on cost method investments and the share of the results of equity investments in early-stage start-up companies.
Restatement of Certain Segment-Specific Historical Financial Information
As previously disclosed in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023, the Company has restated its Consolidated Financial Statements as of December 31, 2023 and for the year then ended. As a result, previously reported financial information as of September 30, 2023 and for the three and nine months ended September 30, 2023 in this Note 13. Segment Information, has been updated to reflect the restatements. These restatements do not impact ADM’s Consolidated Statements of Earnings, Consolidated Statements of Comprehensive Income (Loss), Consolidated Balance Sheets, Consolidated Statements of Cash Flows or Consolidated Statements of Shareholders’ Equity as of and for the periods presented.
The following tables set forth the impact of the restatements on intersegment sales and segment operating profit for each of the Company’s three reportable segments for the three and nine months ended September 30, 2023.
Intersegment pricing adjustments include restatements related to intersegment sales that were not in accordance with prior disclosures about presenting such sales at amounts approximating market. Intersegment classification adjustments include restatements related to intrasegment sales (resulting from sales within the segment) previously misclassified and reported as intersegment sales (resulting from sales from one segment to another).
In the course of testing new controls implemented as part of the Company’s material weakness remediation plan in the third quarter of 2024, ADM identified additional intrasegment sales previously misclassified and reported as intersegment sales. The Company also identified some intersegment sales that were not accounted for consistently in accordance with revenue recognition and segment reporting standards and should not have been reported as intersegment sales. These amounts are presented in the table below as Additional intersegment classification adjustments.
The Company also is correcting certain segment disclosure presentation errors in prior year periods. In this report, the Company is revising its reconciliation and calculation of total segment operating profit. The revised reconciliation in this Note 13. Segment Information and elsewhere in this report presents a subtotal for total segment operating profit that is equal to the sum of the segment operating profit reported for each of the Ag Services and Oilseeds, Carbohydrate Solutions and Nutrition segments. Amounts for other business and specified items, which previously were reflected in the calculation of total segment operating profit, are now reflected as reconciling items, similar to Corporate, between total segment operating profit and earnings before income taxes.
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following tables present adjustments to intersegment sales and segment operating profit amounts for the three and nine months ended September 30, 2023 for each reportable segment.
Impact of the Restatement on the Ag Services and Oilseeds Segment
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| (In millions) | September 30, 2023 (Restated) | September 30, 2023 (Restated) | ||||||||||||||||||
| Intersegment revenues, as originally reported | $ | 1,164 | $ | 3,519 | ||||||||||||||||
| Intersegment pricing adjustments | — | 2 | ||||||||||||||||||
| Intersegment classification adjustments | (532) | (1,447) | ||||||||||||||||||
| Additional intersegment classification adjustments | (38) | (388) | ||||||||||||||||||
| Intersegment revenues, as restated | $ | 594 | $ | 1,686 | ||||||||||||||||
| Segment operating profit, as originally reported | $ | 848 | $ | 3,112 | ||||||||||||||||
| Intersegment pricing adjustments | — | 1 | ||||||||||||||||||
| Segment operating profit, as restated | $ | 848 | $ | 3,113 |
Impact of the Restatement on the Carbohydrate Solutions Segment
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| (In millions) | September 30, 2023 (Restated) | September 30, 2023 (Restated) | ||||||||||||||||||
| Intersegment revenues, as originally reported | $ | 159 | $ | 1,336 | ||||||||||||||||
| Intersegment pricing adjustments | 8 | 30 | ||||||||||||||||||
| Intersegment classification adjustments | 278 | (12) | ||||||||||||||||||
| Additional intersegment revenue classifications | (213) | (628) | ||||||||||||||||||
| Intersegment revenues, as restated | $ | 232 | $ | 726 | ||||||||||||||||
| Segment operating profit, as originally reported | $ | 460 | $ | 1,036 | ||||||||||||||||
| Intersegment pricing adjustments | 8 | 30 | ||||||||||||||||||
| Segment operating profit, as restated | $ | 468 | $ | 1,066 |
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Impact of the Restatement on the Nutrition Segment
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| (In millions) | September 30, 2023 (Restated) | September 30, 2023 (Restated) | ||||||||||||||||||
| Intersegment revenues, as originally reported | $ | 67 | $ | 231 | ||||||||||||||||
| Intersegment pricing adjustments | — | — | ||||||||||||||||||
| Intersegment classification adjustments | (47) | (141) | ||||||||||||||||||
| Additional intersegment classification adjustments | (9) | (55) | ||||||||||||||||||
| Intersegment revenues, as restated | $ | 11 | $ | 35 | ||||||||||||||||
| Segment operating profit, as originally reported | $ | 138 | $ | 468 | ||||||||||||||||
| Intersegment pricing adjustments | (8) | (31) | ||||||||||||||||||
| Segment operating profit, as restated | $ | 130 | $ | 437 |
For more information about the Company’s reportable segments, refer to Note 17 of “Notes to Consolidated Financial Statements” included in Item 8, “Financial Statements and Supplementary Data” included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023.
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Segment Information for the Three and Nine Months ended September 30, 2024 and 2023
The following table reflects results of operations of the Company’s reportable segments (in millions).
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| (In millions) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Revenues from external customers | |||||||||||||||||||||||
| Ag Services and Oilseeds | |||||||||||||||||||||||
| Ag Services | $ | 9,653 | $ | 10,198 | $ | 32,597 | $ | 35,259 | |||||||||||||||
| Crushing | 2,869 | 3,352 | 9,046 | 10,515 | |||||||||||||||||||
| Refined Products and Other | 2,567 | 2,929 | 7,999 | 9,128 | |||||||||||||||||||
| Total Ag Services and Oilseeds | 15,089 | 16,479 | 49,642 | 54,902 | |||||||||||||||||||
| Carbohydrate Solutions | |||||||||||||||||||||||
| Starches and Sweeteners | 2,192 | 2,448 | 6,559 | 7,660 | |||||||||||||||||||
| Vantage Corn Processors | 716 | 877 | 1,925 | 2,583 | |||||||||||||||||||
| Total Carbohydrate Solutions | 2,908 | 3,325 | 8,484 | 10,243 | |||||||||||||||||||
| Nutrition | |||||||||||||||||||||||
| Human Nutrition | 1,004 | 900 | 3,029 | 2,802 | |||||||||||||||||||
| Animal Nutrition | 827 | 884 | 2,546 | 2,688 | |||||||||||||||||||
| Total Nutrition | 1,831 | 1,784 | 5,575 | 5,490 | |||||||||||||||||||
| Total segment revenues from external customers | 19,828 | 21,588 | 63,701 | 70,635 | |||||||||||||||||||
| Other Business | 109 | 107 | 331 | 322 | |||||||||||||||||||
| Total revenues from external customers | $ | 19,937 | $ | 21,695 | $ | 64,032 | $ | 70,957 | |||||||||||||||
| Intersegment revenues**(1)** | |||||||||||||||||||||||
| Ag Services and Oilseeds | $ | 463 | $ | 594 | $ | 1,320 | $ | 1,686 | |||||||||||||||
| Carbohydrate Solutions | 247 | 232 | 680 | 726 | |||||||||||||||||||
| Nutrition | 23 | 11 | 55 | 35 | |||||||||||||||||||
| Total intersegment revenues | $ | 733 | $ | 837 | $ | 2,055 | $ | 2,447 | |||||||||||||||
| Segment operating profit**(1)** | |||||||||||||||||||||||
| Ag Services and Oilseeds | $ | 480 | $ | 848 | $ | 1,803 | $ | 3,113 | |||||||||||||||
| Carbohydrate Solutions | 452 | 468 | 1,057 | 1,066 | |||||||||||||||||||
| Nutrition | 105 | 130 | 298 | 437 | |||||||||||||||||||
| Total segment operating profit | 1,037 | 1,446 | 3,158 | 4,616 | |||||||||||||||||||
| Other Business (loss) earnings | (17) | 46 | 200 | 229 | |||||||||||||||||||
| Corporate(2) | (409) | (390) | (1,254) | (1,105) | |||||||||||||||||||
| Specified items: | |||||||||||||||||||||||
| (Gain) loss on sales of assets | 1 | (2) | 1 | 10 | |||||||||||||||||||
| Impairment and restructuring charges | (504) | (69) | (517) | (190) | |||||||||||||||||||
| Earnings before income taxes | $ | 108 | $ | 1,031 | $ | 1,588 | $ | 3,560 | |||||||||||||||
(1)Amounts presented for Intersegment revenues and Segment operating profit for the three and nine months ended September 30, 2023 reflect the restatements described above.
(2)Includes restructuring costs of $12 million and $5 million for the nine months ended September 30, 2024 and 2023, respectively. Includes restructuring costs of $2 million for the three months ended September 30, 2023.
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 14. Asset Impairment, Exit, and Restructuring Costs
Asset impairment and exit costs in the three and nine months ended September 30, 2024 were $507 million and $517 million, respectively. These costs primarily include a $461 million impairment charge related to the Company’s investment in Wilmar, within the Ag Services and Oilseeds segment, and a $43 million impairment charge related to the discontinued animal nutrition trademarks, within the Nutrition segment, presented as specified items for the three and nine months ended September 30, 2024. Restructuring charges for the nine months ended September 30, 2024 were $15 million and primarily related to employee severance. No restructuring charges were recognized in the three months ended September 30, 2024.
Asset impairment and exit costs in the three and nine months ended September 30, 2023 were $74 million and $120 million, respectively. These costs primarily include impairment charges of $37 million and $62 million for the three and nine months ended September 30, 2023, respectively. Impairment charges primarily related to discontinued animal nutrition trademarks in the Nutrition segment and are presented as specified items. Restructuring charges for the three and nine months ended September 30, 2023 were $5 million and $26 million, respectively, and primarily related to employee severance.
Note 15. Sale of Accounts Receivable
The Company has an accounts receivable securitization program (the “First Program”) with certain commercial paper conduit purchasers and committed purchasers (collectively, the “First Purchasers”). Under the First Program, certain U.S.-originated trade accounts receivable are sold to a wholly-owned bankruptcy-remote entity, ADM Receivables, LLC (“ADM Receivables”). ADM Receivables transfers certain of the purchased accounts receivable to each of the First Purchasers together with a security interest in all of its right, title, and interest in the remaining purchased accounts receivable. In exchange, ADM Receivables receives a cash payment of up to $1.7 billion for the accounts receivable transferred. The First Program terminates on May 16, 2025, unless extended.
The Company also has an accounts receivable securitization program (the “Second Program”) with certain commercial paper conduit purchasers and committed purchasers (collectively, the “Second Purchasers”). Under the Second Program, certain non-U.S.-originated trade accounts receivable are sold to a wholly-owned bankruptcy-remote entity, ADM Ireland Receivables Company (“ADM Ireland Receivables”). ADM Ireland Receivables transfers certain of the purchased accounts receivable to each of the Second Purchasers together with a security interest in all of its right, title, and interest in the remaining purchased accounts receivable. In exchange, ADM Ireland Receivables receives a cash payment of up to $1.1 billion (€1.0 billion) for the accounts receivables transferred. The Second Program terminates on April 18, 2025, unless extended.
Under the First and Second Programs (collectively, the “Programs”), ADM Receivables and ADM Ireland Receivables use the cash proceeds from the transfer of receivables to the First Purchasers and Second Purchasers (collectively, the “Purchasers”) and other consideration, as applicable, to finance the purchase of receivables from the Company and the ADM subsidiaries originating the receivables. The Company accounts for these transfers as sales of accounts receivable. The Company acts as a servicer for the transferred receivables. At September 30, 2024 and December 31, 2023, the Company did not record a servicing asset or liability related to its retained responsibility, based on its assessment of the servicing fee, market values for similar transactions, and its cost of servicing the receivables sold.
As of September 30, 2024 and December 31, 2023, the fair value of trade receivables transferred to the Purchasers under the Programs and derecognized from the Company’s Consolidated Balance Sheets was $2.1 billion and $1.6 billion, respectively. Total receivables sold were $34.9 billion and $41.2 billion for the nine months ended September 30, 2024 and 2023, respectively. Cash collections from customers on receivables sold were $34.0 billion and $40.7 billion for the nine months ended September 30, 2024 and 2023, respectively. All cash flows under the Programs are classified as operating activities because the cash received from the Purchasers upon both the sale and the collection of the receivables is not subject to significant interest rate risk given the short-term nature of the Company’s trade receivables. As of September 30, 2024 and December 31, 2023, receivables pledged as collateral to the Purchasers was $0.7 billion and $1.1 billion, respectively.
Transfers of receivables under the Programs resulted in an expense for the loss on sale of $22 million and $76 million for the three and nine months ended September 30, 2024, respectively, and $11 million and $45 million for the three and nine months ended September 30, 2023, respectively, which is classified as selling, general, and administrative expenses in the Consolidated Statements of Earnings.
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 16. Supplier Finance Programs
The Company has Supplier Payable Programs (“SPP”) with financial institutions which act as its paying agents for payables due to certain of its suppliers. The Company has neither an economic interest in a supplier’s participation in the SPP nor a direct financial relationship with the financial institutions, and has concluded that its obligations to the suppliers, including amounts due and scheduled payment terms, are not impacted by their participation in the SPP. Accordingly, amounts associated with the SPP continue to be classified in trade payables in the Company’s Consolidated Balance Sheets and in operating activities in its Consolidated Statements of Cash Flows. The supplier invoices that have been confirmed as valid under the program require payment in full generally within 90 days of the invoice date. As of September 30, 2024 and December 31, 2023, the Company’s outstanding payment obligations that suppliers had elected to sell to the financial institutions were $293 million and $274 million, respectively.
Changes to the outstanding payment obligations were as follows (in millions).
| Nine Months Ended | |||||
| September 30, 2024 | |||||
| Opening balance, December 31, 2023 | $ | 274 | |||
| Obligations confirmed | 799 | ||||
| Obligations paid | (780) | ||||
| Closing balance, September 30, 2024 | $ | 293 | |||
Note 17. 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 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.
Commodities Class Actions
On September 4, 2019, AOT Holding AG (“AOT”) filed a putative class action under the U.S. Commodities Exchange Act in federal district court in Urbana, Illinois, alleging the Company sought to manipulate the benchmark price used to price and settle ethanol derivatives traded on futures exchanges. On March 16, 2021, AOT filed an amended complaint adding a second
ARCHER-DANIELS-MIDLAND COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
named plaintiff Maize Capital Group, LLC (“Maize”). AOT and Maize allege that members of the putative class collectively suffered damages calculated to be between approximately $500 million to over $2.0 billion as a result of the Company’s alleged actions. On July 14, 2020, Green Plains Inc. and its related entities (“GP”) filed a putative class action lawsuit, alleging substantially the same operative facts, in federal court in Nebraska, seeking to represent sellers of ethanol. On July 23, 2020, Midwest Renewable Energy, LLC (“MRE”) filed a putative class action in federal court in Illinois alleging substantially the same operative facts and asserting claims under the Sherman Act. On November 11, 2020, United Wisconsin Grain Producers LLC (“UWGP”) and five other ethanol producers filed a lawsuit in federal court in Illinois alleging substantially the same facts and asserting claims under the Sherman Act and Illinois, Iowa, and Wisconsin law. The court granted ADM’s motion to dismiss the MRE and UWGP complaints without prejudice on August 9, 2021 and September 28, 2021, respectively. On August 16, 2021, the court granted ADM’s motion to dismiss the GP complaint, dismissing one claim with prejudice and declining jurisdiction over the remaining state law claim. MRE filed an amended complaint on August 30, 2021, which ADM moved to dismiss on September 27, 2021. The court denied ADM’s motion to dismiss on September 26, 2023. UWGP filed an amended complaint on October 19, 2021, which the court dismissed on July 12, 2022. UWGP has appealed the dismissal to the United States Court of Appeals for the Seventh Circuit. On October 26, 2021, GP filed a new complaint in Nebraska federal district court, alleging substantially the same facts and asserting a claim for tortious interference with contractual relations. On March 18, 2022, the Nebraska federal district court granted ADM’s motion to transfer the GP case back to the Central District of Illinois for further proceedings. ADM moved to dismiss the complaint on May 20, 2022 and on December 30, 2022, the court dismissed GP’s complaint with prejudice. GP appealed the dismissal. On January 12, 2024, the appellate court vacated the dismissal and remanded the case to the district court for further proceedings. On March 8, 2024, GP filed an amended complaint, which ADM has moved to dismiss. The Company denies liability, and is vigorously defending itself in these actions. As these actions are in pretrial proceedings, the Company is unable at this time to predict the final outcome with any reasonable degree of certainty, but believes the outcome will not have a material adverse effect on its financial condition, results of operations, or cash flows.
Intersegment Sales Investigations
On June 30, 2023, the Company received a voluntary document request from the United States Securities and Exchange Commission (“SEC”) relating to intersegment sales between the Company’s Nutrition reporting segment and the Company’s Ag Services and Oilseeds and Carbohydrate Solutions reporting segments, and subsequently received additional document requests from the SEC. In response, the Company engaged external counsel, assisted by a forensic accounting firm, to conduct an internal investigation, overseen by the Audit Committee of the Company’s Board of Directors, which is separately advised by external counsel (the “Investigation”). The Company is cooperating with the SEC. Following the Company’s January 21, 2024 announcement of the Investigation, the Company received 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 Company is unable to predict the final outcome of these investigations with any reasonable degree of certainty.
Shareholder Litigation
On January 24, 2024, following the Company’s January 21, 2024 announcement of the investigation relating to intersegment sales, a purported stockholder of the Company filed a putative class action in the U.S. District Court for the Northern District of Illinois against the Company and its Chief Executive Officer, as well as Vikram Luthar and Ray Young. On June 24, 2024, the court-appointed lead plaintiffs filed an amended putative class action complaint against the Company, its Chief Executive Officer, as well as Vikram Luthar, Ray Young, and Vince Macciocchi. Plaintiffs allege false and misleading statements in the Company’s disclosures related to ADM’s Nutrition segment and seek unspecified compensatory and punitive damages. Defendants filed motions to dismiss the amended complaint on August 23, 2024. Beginning on March 29, 2024, purported stockholders of the Company filed four derivative lawsuits in the U.S. District Court for the Northern District of Illinois and the U.S. District Court for the District of Delaware, against the Chief Executive Officer, Vikram Luthar, Ray Young, and certain individual current and former ADM Directors, alleging false and misleading statements in the Company’s proxy statements, breach of fiduciary duty, and corporate waste, among other claims, and seeking unspecified damages. The plaintiffs voluntarily dismissed one of the derivative complaints; the remainder have been consolidated in the U.S. District Court for the District of Delaware. Plaintiffs filed a consolidated shareholder derivative complaint on September 13, 2024. Defendants filed a motion to dismiss the consolidated complaint on November 12, 2024. The Company is unable to predict the final outcome of these proceedings with any reasonable degree of certainty.
ARCHER-DANIELS-MIDLAND COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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