Archer-Daniels-Midland Co - Annual Report: 2022 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the fiscal year ended December 31, 2022
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from _________________ to _________________
Commission file number 1-44
ARCHER-DANIELS-MIDLAND COMPANY
(Exact name of registrant as specified in its charter)
| DE | 41-0129150 | ||||||||||
| (State or other jurisdiction of incorporation or organization) | (I. R. S. Employer Identification No.) | ||||||||||
| 77 West Wacker Drive, Suite 4600 | |||||||||||
| Chicago, | IL | 60601 | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(312) 634-8100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, no par value | ADM | NYSE | ||||||
| 1.000% Notes due 2025 | NYSE | |||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒
No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated Filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1 (b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Common Stock, no par value—$43.2 billion
(Based on the closing sale price of Common Stock as reported on the New York Stock Exchange
as of June 30, 2022)
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Common Stock, no par value—548,008,680 shares
(February 13, 2023)
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive proxy statement relating to its 2023 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
SAFE HARBOR STATEMENT
This Annual Report on Form 10-K contains forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995 that is subject to certain risks and uncertainties that could cause actual results to differ materially from those projected, expressed, or implied by such forward-looking information. Risks and uncertainties that could cause or contribute to such differences include, but are not limited to, those discussed in Item 1A, "Risk Factors" included in this Annual Report on Form 10-K, as may be updated in our subsequent Quarterly Reports on Form 10-Q. To the extent permitted under applicable law, Archer-Daniels- Midland Company assumes no obligation to update any forward-looking statements as a result of new information or future events.
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Table of Contents
Item No. | Description | Page No. | |||||||||
| Part I | |||||||||||
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| 1A. | |||||||||||
| 1B. | |||||||||||
| 2. | |||||||||||
| 3. | |||||||||||
| 4. | |||||||||||
| Part II | |||||||||||
| 5. | |||||||||||
| 6. | |||||||||||
| 7. | |||||||||||
| 7A. | |||||||||||
| 8. | |||||||||||
| 9. | |||||||||||
| 9A. | |||||||||||
| 9B. | |||||||||||
| 9C. | |||||||||||
| Part III | |||||||||||
| 10. | |||||||||||
| 11. | |||||||||||
| 12. | |||||||||||
| 13. | |||||||||||
| 14. | |||||||||||
| Part IV | |||||||||||
| 15. | |||||||||||
| 16. | Form 10-K Summary | ||||||||||
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PART I
| Item 1. | BUSINESS | ||||
Company Overview
Archer-Daniels-Midland Company (the Company or ADM) unlocks the power of nature to enrich the quality of life. The Company is an indispensable global agricultural supply chain manager and processor; a premier human and animal nutrition provider; a trailblazer in groundbreaking solutions to support healthier living; an industry-leading innovator in replacing petroleum-based products; and a leader in sustainability. ADM’s breadth, depth, insights, facilities and logistical expertise give the Company unparalleled capabilities to meet demand driven by global trends related to food security, health and well-being, and sustainability of the agriculture and food value chains. From the seed of the idea to the outcome of the solution, ADM gives customers an edge in solving the nutritional and sustainability challenges of today and tomorrow.
The Company is one of the world’s leading producers of ingredients for sustainable nutrition. From staple foods, such as flour, oils, and sweeteners, to innovative alternatives like plant-based meat and dairy, ADM offers the industry’s broadest portfolio of food and beverage solutions. The Company is also a leader in animal nutrition. Today, more and more people want to feed their pets with the same kind of clean, simple, and healthy products that they eat themselves, and consumers expect livestock and poultry to be fed and raised naturally, humanely, and sustainably. ADM offers a range of ingredients, flavors, and solutions from nature to meet every animal’s needs.
ADM is a global leader in health and well-being, with an industry-leading range of probiotics, enzymes, supplements, and more to meet the needs of consumers looking for new ways to live healthier lives. The Company is also leading the way to a future of new plant-based consumer and industrial solutions to replace petroleum-based products.
ADM also has significant investments and joint ventures that aim to expand or enhance the market for its products or offer other benefits including, but not limited to, geographic or product-line expansion.
At ADM, sustainable practices and a focus on environmental responsibility are foundational to the Company’s purpose and culture, and integral to the growth strategy of the Company and to the work the Company does every day to serve customers and create value for shareholders. ADM’s Board of Directors actively oversees the Company’s sustainability strategy through a board-level Sustainability and Corporate Responsibility Committee (Sustainability Committee), and ADM’s Chief Sustainability Officer is part of the core strategy team and reports to the Chief Strategy Officer.
Utilizing ADM’s unique position in the agricultural value chain, including relationships with 210,000 farmers and an unparalleled global origination, transportation, and processing network, the Company is enhancing sustainability across the multiple value chains in which it operates. ADM works with growers by supporting them with personalized services and innovative technologies and partnering with them to develop and enhance sustainable and regenerative practices. The Company is actively working to improve the efficiency of its facilities and vehicles, finding alternative uses for waste, reusing and recycling water, and sequestering carbon at its onsite capture and storage facility. ADM’s broad array of products from nature are meeting needs for more sustainable solutions spanning food and beverage, fuels, and industrial and consumer products.
The Company’s environmental goals, collectively called “Strive 35” – an ambitious plan to, by 2035, reduce from a 2019 baseline absolute Scope 1 and 2 greenhouse gas (GHG) emissions by 25 percent, reduce absolute Scope 3 emissions by 25 percent, reduce energy intensity by 15 percent, reduce water intensity by 10 percent, and achieve a 90 percent landfill diversion rate – are part of an aggressive plan to continue to reduce the Company’s environmental footprint.
The Company is equally committed to diversity, equity, and inclusion. ADM fundamentally values the differences between individuals and believes a variety of perspectives makes for a better company.
The Company’s innovation and expertise are helping people live healthier lives and support a healthier planet. The Company’s globally-integrated footprint combines with local insights to give ADM capabilities few other companies have – ensuring that it meets critical and global needs.
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| Item 1. | BUSINESS (Continued) | ||||
Segment Descriptions
The Company’s operations are organized, managed, and classified into three reportable business segments: Ag Services and Oilseeds, Carbohydrate Solutions, and Nutrition. Each of these segments is organized based upon the nature of products and services offered. The Company’s remaining operations are not reportable business segments, as defined by the applicable accounting standard, and are classified as Other Business. Financial information with respect to the Company’s reportable business segments is set forth in Note 17 of “Notes to Consolidated Financial Statements” included in Item 8 herein, “Financial Statements and Supplementary Data” (Item 8).
Ag Services and Oilseeds
The Ag Services and Oilseeds segment includes global activities related to the origination, merchandising, transportation, and storage of agricultural raw materials, and the crushing and further processing of oilseeds such as soybeans and soft seeds (cottonseed, sunflower seed, canola, rapeseed, and flaxseed) into vegetable oils and protein meals. Oilseeds products produced and marketed by the segment include ingredients for food, feed, energy, and industrial customers. Crude vegetable oils produced by the segment’s crushing activities are sold “as is” to manufacturers of renewable green diesel and other customers or are further processed by refining, blending, bleaching, and deodorizing into salad oils. Salad oils are sold “as is” or are further processed by hydrogenating and/or interesterifying into margarine, shortening, and other food products. Partially refined oils are used to produce biodiesel and glycols or are sold to other manufacturers for use in chemicals, paints, and other industrial products. Oilseed protein meals are principally sold to third parties to be used as ingredients in commercial livestock and poultry feeds. The Ag Services and Oilseeds segment is also a major supplier of peanuts and peanut-derived ingredients to both the U.S. and export markets. In North America, cotton cellulose pulp is manufactured and sold to the chemical, paper, and other industrial markets. The Ag Services and Oilseeds segment’s grain sourcing, handling, and transportation network (including barge, ocean-going vessel, truck, rail, and container freight services) provides reliable and efficient services to the Company’s customers and agricultural processing operations. The Ag Services and Oilseeds segment also includes agricultural commodity and feed product import, export, and global distribution, and structured trade finance activities. The Company engages in various structured trade finance activities to leverage its global trade flows.
The Company has a 32.2% equity interest in Pacificor. Pacificor owns and operates grain export elevators in Kalama, Washington and Portland, Oregon.
The Company has a 22.5% equity interest in Wilmar International Limited (Wilmar), a Singapore publicly listed company. Wilmar is a leading global agribusiness group headquartered in Asia engaged in the businesses of packaged oils and packaged foods, oil palm cultivation, oilseeds crushing, edible oils refining, sugar milling and refining, specialty fats, oleo chemicals, biodiesel and fertilizers manufacturing, and grains processing.
The Company has a 50.0% equity interest in Stratas Foods LLC, a joint venture between ADM and ACH Jupiter, LLC, a subsidiary of Associated British Foods, that procures, packages, and sells edible oils in North America.
The Company has a 50.0% equity interest in Edible Oils Limited, a joint venture between ADM and Princes Limited to procure, package, and sell edible oils in the United Kingdom. The Company also formed a joint venture with Princes Limited in Poland to procure, package, and sell edible oils in Poland, the Czech Republic, Slovakia, Hungary, and Austria.
The Company has a 37.5% equity interest in Olenex Sarl (Olenex), a joint venture between ADM and Wilmar that produces and sells a comprehensive portfolio of edible oils and fats to customers around the globe. In addition, Olenex markets refined oils and fats from the Company’s plants in the Czech Republic, Germany, the Netherlands, Poland, and the U.K.
The Company has a 50.0% equity interest in SoyVen, a joint venture between ADM and Cargill to provide soybean meal and oil for customers in Egypt.
The Company is a supplier of raw materials to Wilmar, Stratas Foods LLC, Edible Oils Limited, SoyVen, and Olenex.
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| Item 1. | BUSINESS (Continued) | ||||
Carbohydrate Solutions
The Carbohydrate Solutions segment is engaged in corn and wheat wet and dry milling and other activities. The Carbohydrate Solutions segment converts corn and wheat into products and ingredients used in the food and beverage industry including sweeteners, corn and wheat starches, syrup, glucose, wheat flour, and dextrose. Dextrose and starch are used by the Carbohydrate Solutions segment as feedstocks in other downstream processes. By fermentation of dextrose, the Carbohydrate Solutions segment produces alcohol and other food and animal feed ingredients. Ethyl alcohol is produced by the Company for industrial use in products such as hand sanitizers and ethanol for use in gasoline due to its ability to increase octane as an extender and oxygenate. Corn gluten feed and meal, as well as distillers’ grains, are produced for use as animal feed ingredients. Corn germ, a by-product of the wet milling process, is further processed into vegetable oil and protein meal. Other Carbohydrate Solutions products include citric acids, which are used in various food and industrial products. The Carbohydrate Solutions segment has announced various memorandums of understanding with potential strategic partners leveraging our core production capabilities and carbon sequestration experience to facilitate the production of low carbon, bio-based products such as sustainable aviation fuel and innovative renewable chemicals. In November 2021, the Company sold its ethanol production complex in Peoria, Illinois. In August 2022, the Company launched two joint ventures, GreenWise Lactic and LG Chem Illinois Biochem, with LG Chem, a leading global diversified chemical company, for the U.S. production of lactic acid and polylactic acid to meet growing demand for a wide variety of plant-based products, including bioplastics.
The Company has a 50.0% equity interest in Hungrana Ltd. which operates a corn wet milling plant in Hungary.
The Company has a 50.0% equity interest in Almidones Mexicanos S.A. which operates a corn wet milling plant in Mexico.
The Company has a 50.0% equity interest in Aston Foods and Food Ingredients, a Russian-based sweeteners and starches business.
Nutrition
The Nutrition segment serves various end markets including food, beverages, nutritional supplements, and feed premix and additives for livestock, aquaculture, and pet food. The segment engages in the manufacturing, sale, and distribution of a wide array of ingredients and solutions including plant-based proteins, natural flavors, flavor systems, natural colors, emulsifiers, soluble fiber, polyols, hydrocolloids, probiotics, prebiotics, enzymes, botanical extracts, and other specialty food and feed ingredients. The Nutrition segment includes the activities related to the procurement, processing, and distribution of edible beans. The segment also includes activities related to the processing and distribution of formula feeds and animal health and nutrition products and the manufacture of contract and private label pet treats and foods.
The Company has a 45.3% equity interest in Vimison S.A. de C.V., a leader in the animal nutrition industry in Mexico.
Other Business
Other Business includes the Company’s remaining operations as described below.
ADM Investor Services, Inc., a wholly owned subsidiary of the Company, is a registered futures commission merchant and a clearing member of all principal commodities exchanges in the U.S. ADM Investor Services International Limited, a member of several derivative and commodity exchanges and clearing houses in Europe, ADMIS Singapore Pte. Limited, a clearing member of the Singapore exchange, and ADMIS Hong Kong Limited, are wholly owned subsidiaries of ADM offering brokerage services in Europe and Asia.
Insurance activities include Agrinational Insurance Company (Agrinational) and its subsidiaries. Agrinational, a wholly owned subsidiary of ADM, provides insurance coverage for certain property, casualty, marine, credit, medical, and other miscellaneous risks of the Company. Agrinational also participates in certain third-party reinsurance arrangements.
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| Item 1. | BUSINESS (Continued) | ||||
Corporate
Corporate includes the activities related to cost method investments in early-stage start-up companies within ADM Ventures. In addition to identifying companies to invest in, ADM Ventures also works on select high-potential, new product development projects and alternative business models, all with the objective of supporting the Company’s strategic objectives.
Methods of Distribution
The Company’s products are distributed mainly in bulk from processing plants or storage facilities directly to customers’ facilities. The Company has developed a comprehensive transportation capability to efficiently move both commodities and processed products virtually anywhere in the world. The Company owns or leases trucks, trailers, railroad tank and hopper cars, river barges, towboats, and ocean-going vessels used to transport the Company’s products to its customers.
Concentration of Revenues by Product
The following products accounted for 10% or more of revenues for the following periods:
| % of Revenues | |||||||||||||||||
| Year Ended December 31 | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Soybeans | 17% | 18% | 18% | ||||||||||||||
| Corn | 14% | 14% | 12% | ||||||||||||||
| Soybean Meal | 12% | 12% | 14% | ||||||||||||||
Status of New Products
The Company continues to expand the size and global reach of its business through the development of new products. Acquisitions, especially in the Nutrition segment, expand the Company’s ability to unlock the potential of nature and serve customers’ evolving and expanding nutritional needs through its offering of natural flavor and ingredient products. The Company does not expect any individual new product to have a significant impact on the Company’s revenues in 2023.
Source and Availability of Raw Materials
A significant majority of the Company’s raw materials are agricultural commodities. In addition, the Company sources specific fruits, vegetables, and nuts for extracts to make flavors and colors. In any single year, the availability and price of these commodities are subject to factors such as changes in weather conditions, plantings, government programs and policies, competition, changes in global demand, changes in standards of living, and global production of similar and competitive crops. The Company’s raw materials are procured from thousands of growers, grain elevators, and wholesale merchants in North America, South America, Europe, Middle East, and Africa (EMEA), Asia, and Australia, pursuant primarily to short-term (less than one year) agreements or on a spot basis. The Company is not dependent upon any particular grower, elevator, or merchant as a source for its raw materials.
Some of the principal crops that ADM sources and processes present specific climate change risks. For example, South American soy and global palm present risks of deforestation due to their proximity to the forest and other high-carbon-value landscapes. In addition, when not managed appropriately, row crops such as corn, soy, wheat, and canola present environmental risks such as water quality impairment, erosion, soil degradation, and GHG emissions. However, these crops also present an opportunity to combat climate change through their ability to sequester carbon in the soil using regenerative agricultural practices. In 2022, ADM launched its “re: generations” program to engage and encourage growers in its supply chain to implement regenerative agriculture practices. In the first year of the program, the Company exceeded its goal to enroll one million acres.
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| Item 1. | BUSINESS (Continued) | ||||
Under the stewardship of ADM’s Board of Directors, the Company has established several key social and environmental policies that collectively outline expectations for its employees, business partners and contractors, and the Company as a whole with respect to its sourcing operations. These policies set the standards that govern the Company’s approach to environmental stewardship, employee conduct, and raw material sourcing, among other areas, and outline ADM’s positions on issues of widespread public interest. These standards are included in, among others, the Company’s Code of Conduct; Environment, Health, and Safety Policy; Human Rights Policy; Commitment to Protect Forests, Biodiversity, and Communities; Statement on Genetically Modified Organisms; Statement on Animal Testing; Commitment to Anti-Corruption Compliance; Protocol for Managing Supplier Non-Compliance and ADM Supplier Expectations, all of which are available on the Company’s website (see Item 1, Business - Available Information).
In addition to policies, a portion of the Company’s commodity sourcing is conducted using third-party certification programs including ADM Responsible Soy, Biomass Biofuel Sustainability Voluntary Scheme, Round Table for Responsible Soy, International Sustainability and Carbon Certification, Round Table on Sustainable Palm Oil, and U.S. Soy Sustainability Assurance Protocol. These programs have standards that are established to provide transparency on specific sustainability-related criteria. ADM procures canola, soybeans, and palm under these programs.
Trademarks, Brands, Recipes, and other Intellectual Property
The Company owns trademarks, brands, recipes, and other intellectual property including patents, with a net book value of $809 million as of December 31, 2022. The Company does not consider any segment of its business to be dependent upon any single or group of trademarks, brands, recipes, or other intellectual property.
Seasonality, Working Capital Needs, and Significant Customers
Since the Company is widely diversified in global agribusiness markets, there are no material seasonal fluctuations in overall global processing volumes and the sale and distribution of its products and services. There is a degree of seasonality in the growing cycles, procurement, and transportation of the Company’s principal raw materials: oilseeds, corn, wheat, and other grains. The Company has seasonal financing arrangements with farmers in certain countries around the world. Typically, advances on these financing arrangements occur during the planting season and are repaid at harvest.
The prices of agricultural commodities, which may fluctuate significantly and change quickly, directly affect the Company’s working capital requirements. Because the Company has a higher portion of its operations in the northern hemisphere, principally North America and Europe, relative to the southern hemisphere, primarily South America, inventory levels typically peak after the northern hemisphere fall harvest and are generally lower during the northern hemisphere summer months. Working capital requirements have historically trended with inventory levels.
No material part of the Company’s business is dependent upon a single customer or very few customers.
Competition
The Company has significant competition in the markets in which it operates based principally on price, foreign exchange rates, quality, global supply, and alternative products, some of which are made from different raw materials than those utilized by the Company. Given the commodity-based nature of many of its businesses, the Company, on an ongoing basis, focuses on managing unit costs and improving efficiency through technology improvements, productivity enhancements, and regular evaluation of the Company’s asset portfolio. The Company’s Nutrition business is a vertically integrated business that provides ingredients and solutions for human, animal, and pet in a highly competitive environment with a variety of companies offering the same products and services. The industry includes ingredient suppliers, contract manufacturers, global fast moving consumer goods companies, and private label brands, as well as smaller companies that specialize in specific niche markets. The Company focuses on staying ahead of the curve in terms of innovation and science-based solutions, building direct-to-consumer sales channels and focusing on consumer needs, expanding into new markets, building strategic partnerships, leveraging data and technology, and building a strong distribution network.
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| Item 1. | BUSINESS (Continued) | ||||
Research and Development
Research and development expense during the year ended December 31, 2022, net of reimbursements of government grants, was $216 million.
The Company’s laboratories and technical innovation centers around the world enhance its ability to interact with customers globally, not only to provide flavors, but also to support the sales of other food ingredients. Since the acquisition of Wild Flavors in 2014, additional laboratories have been added, including food & beverages applications laboratories in Fort Collins, Colorado; Bergamo, Italy; Shanghai, China; and Rotterdam, Netherlands. The Company also expanded laboratories in Decatur and Champaign, Illinois. In 2021, the Company also opened a plant-based innovation laboratory hub in Singapore to develop nutritious products to meet growing food and beverage demand in the Asia-Pacific region. In March 2022, ADM opened a state-of-the-art Customer Creation & Innovation Center in Hortolandia, Brazil, that has technical capabilities that allow it to serve customers in Latin America and globally. In April 2022, the Company announced a new protein innovation center to further expand ADM’s innovation complex in Decatur, Illinois and enhance the Company’s ability to work closely with customers to develop custom solutions to meet their needs. The new innovation center, which is expected to be inaugurated by the second half of 2023, will bring together laboratories, test kitchens, and pilot-scale production capabilities to power new innovation.
The Company expanded its human health and nutrition portfolio in 2017 with the acquisition of a controlling interest in Biopolis SL (Biopolis), a leading provider of probiotics and genomic services. Biopolis provides genomic sequencing capabilities for the Company’s customers as well as for its internal use. Biopolis also has high through-put biological functionality testing capabilities that can be used to discover new probiotics and nutraceuticals. In January 2018, the Company announced a joint development agreement with Vland Biotech to develop and commercialize enzymes for animal feed. In April 2018, the Company opened its new enzyme development laboratory in Davis, California to advance the research and development of feed enzyme as well as enzymes for internal use. In August 2018, the Company further expanded its probiotics business with the acquisition of Probiotics International Limited. In October 2021, the Company announced an agreement with Qingdao Vland Biotech Group Co., Ltd., a leading producer of enzymes and probiotics, to form a joint venture to manufacture and sell human probiotics to serve the growing Chinese demand.
With the acquisition of Neovia in early 2019, ADM further expanded its research and development capabilities in Animal Nutrition, globally. In December 2019, the Company opened a new Animal Nutrition technology center in Decatur, Illinois, to further expand its animal nutrition capabilities to support customer innovation in pet and aqua food production in North America. In November 2021, the Company opened a new animal nutrition laboratory in Rolle, Switzerland to support the development of science-based feed additives to meet worldwide customer needs for pet food, aquaculture, and livestock species. In January 2022, the Company opened its aquaculture innovation laboratory in Decatur, Illinois. This laboratory extends ADM’s international research and development capabilities to a new region, building on existing aquaculture research facilities located in Brazil, Mexico, and Vietnam.
ADM Ventures continues to select high-potential, new product development projects in partnership with the business units. ADM Ventures further expanded its equity investments and has early-stage start-up companies in its portfolio which are focused on areas involved in developing next generation products for human and animal nutrition, microbiome technologies, and AgTech, and is continually looking at others in which ADM may choose to invest. For example, the Company is continuing to explore opportunities around precision fermentation in which microbes, rapidly grown in fermenters fed by dextrose, transform the sugars into a wide variety of products for food, feed, and fiber. These investments allow for strategic insights as well as collaboration opportunities, which the team is aggressively pursuing.
The Company is continuing to invest in research to develop a broad range of key intermediate materials that serve as platforms for producing a variety of sustainable packaging products. Conversion technologies include utilizing expertise in fermentation, process chemistry, and catalysis. The Company’s current portfolio includes products that are in the early development phase and those that are close to pilot plant demonstration. The Company has a memorandum of understanding with P2 Science Inc. to evaluate product opportunities in plant-based, renewable chemicals and materials.
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| Item 1. | BUSINESS (Continued) | ||||
In August 2022, the Company launched two joint ventures with LG Chem for U.S. production of lactic acid and polylactic acid to meet growing demand for a wide variety of plant-based products, including bioplastics. Pending final investment decisions, the joint ventures have chosen Decatur, Illinois as the location of their intended production facilities. Also in August 2022, the Company and Nurasa inaugurated the ScaleUp Bio joint venture. ScaleUp Bio entered into a multi-year partnership with the Agency for Science, Technology, and Research’s Singapore Institute of Food and Biotechnology Innovation to establish a joint laboratory focused on precision fermentation. The joint laboratory will provide technological development and precision fermentation for companies producing a wide variety of bio-based products, including alternative proteins, to serve growing consumer demand in Singapore and the wider Asia-Pacific region. Scheduled to be operational in the first quarter of 2023, the joint laboratory will be situated within the Biopolis innovation center in Singapore.
In October 2020, the Company announced a long-term agreement with Spiber, Inc. (Spiber) to expand the production of Spiber’s innovative brewed protein polymers for use in apparel and other consumer products. The Company also announced in 2020 its plans to collaborate with InnovaFeed on the construction and operation of the world’s largest insect protein production site, collocated with ADM’s corn processing complex in Decatur, Illinois.
In August 2022, the Company announced a long-term strategic partnership with Benson Hill, Inc., a food tech company unlocking the natural genetic diversity of plants, to scale innovative high protein soy ingredients that will help meet the rapidly growing demand for plant-based proteins. The partnership will serve a variety of plant-based food and beverage markets to meet the savory, sweet, and dairy needs of customers.
Environmental, Social, and Governance (ESG)
The Company knows that the health of our natural resources is critical to our future, and that its commitments to sustainable practices will result in a stronger ADM and a better world. ADM is committed to being a force for change in developing innovative, sustainable solutions in agriculture, food and nutrition, industrial and consumer products, energy, and packaging materials while pursuing ways to continually improve the Company’s efforts in both protecting the environment and enhancing environmental sustainability. The United Nations Development Programme created the Sustainable Development Goals (SDG) blueprint as a universal call to action to end poverty, protect the planet, and ensure that all people enjoy peace and prosperity. ADM focuses its efforts toward goals that align with its business objectives and allow the Company to make the greatest contribution towards the achievement of the SDG, specifically Zero Hunger, Clean Water and Sanitation, Decent Work and Economic Growth, Climate Action, and Life On Land.
Governance
The Sustainability Committee of the Board actively oversees the Company’s objectives, goals, strategies, and activities relating to sustainability and corporate responsibility matters. The Sustainability Committee also oversees the Company’s compliance with sustainability and corporate responsibility laws and regulations, assesses performance relating to industry benchmarks, and assists the Board of Directors in ensuring that the Company operates as a sustainable organization and responsible corporate citizen in order to enhance shareholder value and protect ADM’s reputation. The Company’s Chief Sustainability Officer works with the Chair of the Sustainability Committee to set the agendas for the meetings and also attends the meetings. As for ADM management, the Executive Council of ADM, the Company’s highest strategic and operational body, provides close supervision of the Company’s ESG efforts and in-depth review of sustainability issues. Because the Company considers sustainability integral to its strategy, the Chief Sustainability Officer reports to the Chief Strategy Officer and is a key member of the strategy team. Furthermore, regional sustainability teams, along with the corporate sustainability team, support the Chief Sustainability Officer to drive sustainability efforts in the Company’s facilities and supply chains around the world. ADM’s sustainability efforts are also supported by the Centers of Excellence (CoE), such as the Utilities CoE, Diversity, Equity and Inclusion CoE, and Environmental, Health and Safety (EHS) CoE, each of which drives efficiency programs in its area of focus.
Strategy
The Company aims to mitigate climate change through renewable product and process innovations, supply chain efforts including a commitment to no-deforestation and regenerative agriculture, and a strategic approach to operational excellence with a focus on enhancing the efficiency of ADM’s production plants throughout its global operations.
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| Item 1. | BUSINESS (Continued) | ||||
ADM believes sustainability is critical to its future growth strategy. ADM’s strategic plan of sustainable growth leverages the trends and technologies in sustainability to help the Company grow and create value for its stakeholders. Ag Services and Oilseeds is focused on traceability of sourcing and differentiation and working with growers on low carbon agricultural practices and products. Carbohydrate Solutions is focused on decarbonization efforts that increasingly position the segment to offer low-carbon intensity feedstocks for biosolutions and biomaterials, including fuel solutions, to replace petroleum-based products. Nutrition is focused on developing alternative proteins that can reduce the amount of animal-based proteins that are sources of methane and GHG emissions. The growth of these projects and businesses will be integral to supporting the objective of helping the planet limit total global warming to the 1.5°C threshold indicated by the United Nations. In 2022, the Company added the achievement of gender parity and greenhouse gas emission goals to executive performance measurement to reflect the strategic importance of ESG to its business.
Moreover, ADM has a large industrial footprint and believes it is important to reduce GHG emissions related to its business activities and the entire agricultural supply chain. The Company continues to use internal and external resources to identify opportunities and take action to reduce its GHG emissions globally to meet its continued commitment to mitigate the effects of climate change.
In 2020, ADM announced its environmental stewardship goals, collectively called “Strive 35” – an ambitious plan to, by 2035, reduce absolute Scope 1 and 2 GHG emissions by 25 percent from a 2019 baseline, reduce energy intensity by 15 percent, reduce water intensity by 10 percent, and achieve a 90 percent landfill diversion rate. To support the Company’s Strive 35 environmental goals, ADM developed a feasibility study with a leading engineering professional services firm that provides the technology pathway for absolute reduction of GHG by 2035. The Company has also committed to develop a global strategy focused on improving community well-being in priority watersheds, including water-stressed areas, by 2025. In 2022, the Company achieved full traceability of its direct and indirect sourcing throughout its soy supply chains in Brazil, Paraguay, and Argentina. ADM aims to eliminate deforestation from all of the Company’s supply chains by 2025.
As of December 31, 2021, the Company reduced absolute GHG emissions by 6% and achieved 83.8% of its waste diverted from landfill.
In 2021, ADM announced its Scope 3 GHG reduction goal, focused upon the five most material Scope 3 categories for the Company: purchased goods and services; fuel and energy related emissions; upstream transportation and distribution; waste; and processing of solid products/goods. ADM aims to reduce its absolute Scope 3 emissions by 25% from a 2019 baseline by 2035.
In 2022, the Company published ADM’s Net Zero Aspiration: Carbon Reduction Program Assessment, a report of ADM’s carbon reduction progress and exploration to support its aspiration of net zero emissions by 2050 at the latest. The report can be accessed through the Company’s website at http://www.adm.com.
The Company anticipates spending between $270 million to $430 million on capital projects to achieve the Strive 35 targets. ADM has spent $87 million on projects in support of these goals since inception, of which $64 million was spent in 2022.
During the year ended December 31, 2022, the Company spent $56 million specifically to improve equipment, facilities, and programs for pollution control and compliance with the requirements of various environmental agencies.
There have been no material effects upon the earnings and competitive position of the Company resulting from compliance with applicable laws or regulations enacted or adopted relating to the protection of the environment.
ADM’s corporate social investment program, ADM Cares, aligns the Company’s corporate giving with its business strategies and sustainability objectives. Through the program, ADM works to sustain and strengthen its commitment to communities where ADM colleagues work, live, and operate by directing funding to initiatives and organizations driving meaningful social, economic, and environmental progress. The ADM Cares team evaluates potential projects submitted for funding to ensure they meet eligibility criteria, such as initiatives that support education, food security and hunger relief, or safe, responsible, and environmentally sound agricultural practices in critical growing regions around the world. In 2022, the Company directed $13 million to support Ukrainian colleagues and extend philanthropic support to those in need, including direct financial support, housing, and grants to non-profit organizations, such as the World Food Programme and Doctors Without Borders.
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| Item 1. | BUSINESS (Continued) | ||||
Scenario Analysis
In line with the recommendations of the Task Force on Climate-Related Disclosures, ADM conducted an analysis using three scenarios: 1.5°C (based on IPCC SSP1), 2°C (based on IEA WEO 450 Scenario), and 2.6°C (based on IEA INDC Scenario). The first scenario assumes a rapid transition to a low carbon world in the next decade, limiting temperature increase to 1.5°C. This involves a high degree of transformation across the economy. Under this scenario, the worst anticipated physical impacts of climate change are avoided. The second scenario involves ambitious actions to mitigate climate change, limiting temperature increase to 2°C. This scenario requires greater policy action; however, there is still an increase in physical climate-related impacts. The third scenario is based on the current status quo with no changes to policies or actions and an anticipated increase in global temperature by 2.6°C resulting in increased physical impacts of climate change. ADM used these scenarios as written by the sources, except in the case of the third, status quo scenario, where transition risks were evaluated based on the Company’s existing commitments: Strive 35.
In each of the scenarios, the Company identified potential sourcing shifts and limitations, operational changes, physical impacts, and opportunities. The primary risks identified fall into two categories: physical and transition. Key opportunities are related to product and service offerings.
Physical Risks | • Increased severity and frequency of extreme weather events such as hurricanes/cyclones and floods could lead to increased direct costs from the disruption of supply chains and impair the Company’s ability to deliver products to customers in a timely manner. • Increased severity and frequency of extreme weather events such as hurricanes/cyclones and floods could lead to increased sourcing costs due to limited availability of agricultural commodities and impact ADM’s ability to produce goods, which would directly affect revenues. | ||||
Transition Risks | • Emerging regulation and carbon pricing mechanisms could result in increased operational costs and/or tax liabilities in the short to medium term. • Market demand has a direct effect on production, as well as sustainable sourcing initiatives. Changes in consumer demands could result in additional cost of implementation that may not be overcome by product sales. • ADM uses coal-fired cogeneration technology to meet a sizeable portion of its energy demand. The Company is working to reduce the carbon footprint of its operations and making capital investments in its facilities and new technologies. | ||||
Products and Services Opportunities | • Development and expansion of low-emission goods and services could lead to increased revenues resulting from increased demand. As various renewable fuel standards are implemented around the world, ADM has an opportunity to capitalize on the increased demand through the production and sale of ethanol, biodiesel, and renewable diesel. • As more businesses and consumers look to renewable products, development of new products or services could lead to increased revenues through access to new and emerging markets. | ||||
The Company reviewed the results of the scenario analysis with a cross-functional team of individuals from finance, strategy, sustainability, operations, legal, and risk management. As part of the Company’s Enterprise Risk Management (ERM) process, the risks identified from the scenario analysis have been reviewed by the ERM team for mitigation actions.
Risk Management
See Item 1A, “Risk Factors” for the discussion of climate-related risks.
Metrics and Targets
Metrics and targets are available in ADM’s Corporate Sustainability Report which can be accessed through its website at http://www.adm.com.
References to the Company’s website address in this report are provided as a convenience and are not incorporated by reference. See Available Information on page 15 for more information.
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| Item 1. | BUSINESS (Continued) | ||||
Income Taxes
The Company has a responsibility to ensure that all ADM businesses within the Company follow responsible tax practices. ADM manages its tax affairs based upon the following key principles:
–a commitment to paying tax in compliance with all applicable laws and regulations in the jurisdictions in which the Company operates;
–a commitment to the effective, sustainable, and active management of the Company’s tax affairs; and
–developing and sustaining open and honest relationships with the governments and jurisdictions in which the Company operates regarding the formulation of tax laws.
Human Capital and Diversity and Inclusion
ADM’s purpose of unlocking the power of nature to enrich the quality of life highlights the significant role ADM plays within an essential industry and the critical job each employee has within the Company.
ADM has long maintained its Code of Conduct to help the Company achieve the right results, the right way. The code establishes high standards of honesty and integrity for all ADM colleagues and business partners and sets forth specific policies to help ensure that the Company always conducts business fairly and ethically everywhere it operates.
The Company’s culture is focused on Integrity, Performance, Innovation, Diversity, Equity, and Inclusion. ADM is a truly global company of approximately 42,000 employees working together to achieve extraordinary results. Talented colleagues can be found in a wide variety of roles – including front-line production workers, supply chain experts who deliver to customers all over the world, engineering teams who continuously improve the Company’s operations, sales and commercial teams who work closely with customers, finance professionals, and so many more. ADM continues to develop its workforce to remain relevant and deliver on the Company’s growth aspirations with a strong focus on sustainability.
The following tables set forth information about the Company’s employees as of December 31, 2022.
Number of Employees by Contract and Region
| Salaried | Hourly | Part-Time/ Seasonal | Total | ||||||||||||||||||||
| North America | 9,159 | 11,075 | 252 | 20,486 | |||||||||||||||||||
| EMEA | 5,568 | 4,702 | 563 | 10,833 | |||||||||||||||||||
| South America | 2,555 | 4,421 | 783 | 7,759 | |||||||||||||||||||
| Asia Pacific | 1,512 | 930 | 35 | 2,477 | |||||||||||||||||||
| Central America/Caribbean | 245 | 193 | 8 | 446 | |||||||||||||||||||
| Total | 19,039 | 21,321 | 1,641 | 42,001 | |||||||||||||||||||
Number of Employees by Type and Gender
| Male | % | Female | % | Total | % | |||||||||||||||||||||
| Full-time | 30,775 | 76 | % | 9,585 | 24 | % | 40,360 | 100 | % | |||||||||||||||||
| Part-time | 703 | 43 | % | 938 | 57 | % | 1,641 | 100 | % | |||||||||||||||||
| Total | 31,478 | 75 | % | 10,523 | 25 | % | 42,001 | 100 | % | |||||||||||||||||
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| Item 1. | BUSINESS (Continued) | ||||
Percentage of Employees by Level and Gender
| Percentage | |||||||||||||||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||||||||||||||
| Male | Female | Total | Male | Female | Total | ||||||||||||||||||||||||||||||
| Executive Council | 71 | % | 29 | % | 100 | % | 72 | % | 28 | % | 100 | % | |||||||||||||||||||||||
| Senior Leadership | 72 | % | 28 | % | 100 | % | 74 | % | 26 | % | 100 | % | |||||||||||||||||||||||
| Salaried Colleagues | 62 | % | 38 | % | 100 | % | 63 | % | 37 | % | 100 | % | |||||||||||||||||||||||
Part of ADM’s vision is to promote a diverse workplace with equitable opportunities for all its employees within an inclusive culture to make sure all colleagues globally feel they belong and make meaningful contributions to the success of each other and the Company. ADM brings together colleagues with many different backgrounds, perspectives, and experiences. These global teams drive innovative thinking, creating growth opportunities through diversity of thought. The Company’s comprehensive diversity, equity, and inclusion (DE&I) strategy includes four focus areas: Leadership Engagement & Communication, Recruitment, Advancement & Retention, and Networks & Sponsorships. In order to ensure that the Company’s global DE&I strategy aligns with its business strategy, ADM formed a global DE&I council with strong presence in four regions of the world. ADM is a signatory to the CEO Action for Diversity, a coalition of CEO’s committing to specific actions towards diversity and has made a commitment through Paradigm for Parity® to achieve gender parity in its senior leadership team by 2030. Since making this commitment in 2018, the Company has improved its gender diversity from 21% to 28%. ADM is proud of its achievements to date, and the Company will continue to strengthen diversity within middle management and entry-level hiring so the progress at the senior leadership level is sustainable over the long-term. This is a key cultural strategic priority that will continue to strengthen the Company’s ability to innovate and drive profitable growth. At the industry level, ADM has been a key partner in the establishment of Together We Grow, a consortium of agricultural industry leaders united in a shared belief that American agriculture’s best days are yet to come. Emphasizing diversity and inclusion, Together We Grow works to build a modern workforce with the skills, experience, and capabilities needed to keep pace with the growing world.
The Nominating and Corporate Governance Committee has worked hard to recommend nominees who have skills and experiences relevant to ADM’s strategy and operations and who reflect the diversity of the world around us. As of December 31, 2022, 58% of ADM’s 12 board members are diverse – six are African-American, Hispanic or Asian, and three are women. Detailed information with respect to the Board’s composition is set forth in “Proxy Summary – Director Nominee Diversity, Age, Tenure, and Independence” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before May 1, 2023 and is incorporated herein by reference.
The Company believes diversity, equity, and inclusion are key business priorities that will enable ADM to continue innovating, driving growth through customer focus, and delivering outstanding performance for shareholders.
In 2021, ADM launched the first of its Employee Resource Groups (ERGs) focused on women as part of the Company’s DE&I vision and strategy. The ERGs, also known as Affinity Groups, are voluntary, employee-led groups where colleagues with shared experiences, interests or goals can come together in a safe space to provide support, build a sense of community, and promote personal and professional development. Recognizing the broad spectrum of intersectionality, the Company expanded its ERGs in 2022 across its four regions (North America, APAC, EMEA, and LATAM) to include, depending on geographic relevance, Multicultural, Black Colleague League, and LGBTQIA+ affinity groups.
ADM holds an annual Women’s Leadership Summit – a two-day virtual event aimed at developing, inspiring, and empowering the Company’s female leaders in each of the Company’s four regions. These events are designed to provide participants with tools to help navigate career development to advance more women into senior leadership roles. The summit features motivational speakers and roundtable discussions with members of ADM’s leadership, Executive Committee, members of the Board of Directors, and external coaches and trainers dedicated to addressing the leadership gender gap in corporate America.
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| Item 1. | BUSINESS (Continued) | ||||
Compensation and Benefits
ADM offers market-competitive pay, benefits, and services that help meet the needs of its employees. The Company’s global rewards package includes base pay, short-term incentive plans, long-term equity grants, paid time-off, employee assistance programs, and benefits that meet the country-specific competitive markets in which ADM operates. ADM’s global bonus plan has clearly defined enterprise metrics and objectives which are the same for all eligible employees – creating a strong team spirit and fostering collaboration among colleagues.
Employee Development
All ADM employees participate annually in training and development that further increases knowledge, skills, and awareness on current and important topics. In addition, ADM offers many voluntary training opportunities that have largely moved to virtual and on-demand learning.
ADM prides itself in offering equitable career opportunities that include global assignments for its high potential talent, internal career growth for those who wish to learn more, and experiential learning through projects, mentorships, and on-the-job development.
ADM’s annual voluntary employee turnover rate for full-time colleagues in 2022 of 12.2% was up from the turnover rate in 2021 of 11.3%.
| December 31, 2022 | December 31, 2021 | ||||||||||
| Average Years of Service | 8.3 | 8.4 | |||||||||
| Annual Voluntary Attrition | 12.2 | % | 11.3 | % | |||||||
Workplace Safety
ADM is committed to providing a safe working environment for all of its employees and contractors. For the last several years, the Company has been on a journey to a goal of zero injuries – building a safety culture so everyone will go home safely to their families and the things that are most important to them.
In 2022, about 76% of ADM’s sites completed the year without recordable injuries and about 89% without lost workday injuries. The Company’s Total Recordable Incident Rate of 0.73 and Lost Workday Incident Rate of 0.21 were unchanged in 2022.
ADM finished 2022 with two fatalities after a record 665 days with no fatalities. In 2022, the Company had 12 serious injuries and is on track to reduce serious injuries by 50% in 2025 from a 2020 baseline. The Company continues to take steps to further enhance the safety of its workplaces and maintains a goal of zero fatalities. Through the guidance of the Environmental, Health, and Safety CoE, the operations teams focused on three programs to reduce the most serious injuries:
–“Take Control” program, which identified over 65,000 machine access and guarding opportunities globally;
–Near-miss Reporting and Investigation; and
–New Colleague Integration program.
Through continued application of these programs, ADM aims to achieve a 18% reduction in recordable injuries in 2023 compared to 2022.
Available Information
The Company’s website is http://www.adm.com. ADM’s annual reports on Form 10-K; quarterly reports on Form 10-Q; current reports on Form 8-K; directors’ and officers’ Forms 3, 4, and 5; and amendments to those reports, if any, are available, free of charge, through its website, as soon as reasonably practicable after electronically filing such materials with, or furnishing them to, the Securities and Exchange Commission (SEC).
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| Item 1. | BUSINESS (Continued) | ||||
The Company’s Code of Conduct, Corporate Governance Guidelines, and the written charters of the Audit, Compensation and Succession, Nominating and Corporate Governance, Sustainability and Corporate Responsibility, and Executive Committees are also available through its website.
References to the Company’s website address in this report are provided as a convenience and do not constitute, and should not be viewed as, an incorporation by reference of the information contained on, or available through, the website. Therefore, such information should not be considered part of this report.
The SEC maintains a website which contains reports, proxy and information statements, and other information regarding issuers that file information electronically with the SEC. The SEC’s website is http://www.sec.gov.
| Item 1A. | RISK FACTORS | ||||
The Company faces risks in the normal course of business as it executes its strategy while demonstrating strong corporate responsibility. Global, regional, and local events could have an adverse impact on its reputation, operations, and financial performance.
Management directs a Company-wide ERM Program, with oversight from the Company’s Board of Directors. The Company’s Audit Committee has the delegated risk management oversight responsibility and receives updates on the risk management processes and key risk factors on a quarterly basis.
The Company, through its business unit, functional, and corporate teams, continually updates, assesses, monitors, and mitigates these and other business and compliance risks in accordance with the ERM Program as monitored by the ERM Program team and Chief Risk Officer.
The risk pillars that follow are the main risks that the ERM Program focuses on to protect and enhance shareholder value and promote socially responsible behaviors through intentional risk mitigation plans based on management-defined risk limits. The areas of risk mitigation emphasis include operational efficiencies, strategic and economic factors, geopolitical relationships, environmental, social, and governance solutions, technological advancement and threat prevention, and financial and regulatory risks.
Operational Risks
The Company is exposed to potential business disruption which could adversely affect the Company’s operating results.
The assets and operations of the Company could be subject to unplanned downtime or extensive property damage and business disruption from various events which include, but are not limited to, equipment failure, raw material shortages, natural disasters, severe weather conditions, accidents, explosions, fires, or other unexpected outages. ADM is committed to resiliency but these efforts may not resolve emergencies timely or effectively, and the associated liability which could result from these risks may not always be covered by or could exceed liability insurance.
The Company’s operations rely on dependable and efficient transportation services, the disruption of which could result in difficulties supplying materials to the Company’s facilities and impair the Company’s ability to deliver products to its customers in a timely manner. The Company relies on access to navigable rivers and waterways in order to fulfill its transportation obligations more effectively. In addition, if certain non-agricultural commodity raw materials, such as water or certain chemicals used in the Company’s processing operations, are not available, the Company’s business could be disrupted. Any major lack of available water for use in certain of the Company’s processing operations could have a material adverse impact on operating results. Certain factors which may impact the availability of non-agricultural commodity raw materials are out of the Company’s control including, but not limited to, disruptions resulting from weather, high or low river water conditions, economic conditions, manufacturing delays or disruptions at suppliers, shortage of materials, interruption of energy supply, and unavailable or poor supplier credit conditions.
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| Item 1A. | RISK FACTORS (Continued) | ||||
Fluctuations in energy prices could affect the Company’s operating results.
The Company’s operating costs and the selling prices of certain finished products are sensitive to changes in energy prices. The Company’s processing plants are powered principally by electricity, natural gas, and coal. The Company’s transportation operations are dependent upon diesel fuel and other petroleum-based products. Significant increases in the cost or access of these items, including any consequences of regulation or taxation of greenhouse gases, could adversely affect the Company’s production costs and operating results. The Company continues to use internal and external resources to identify opportunities and take action to reduce its energy intensity globally to meet its demand while mitigating the effects of climate change.
Human capital requirements may not be sufficient to effectively support global operations.
ADM’s global operations function with trained individuals necessary for the processing, warehousing, and shipping of raw materials for products used in other areas of manufacturing or sold as inputs or products to third-party customers. The availability of skilled trade and production workers has been a specific focus for the United States manufacturing industry. The pandemic has put further strain on manufacturing labor amid fears of the pandemic, childcare challenges, along with the re-allocation friction resulting in some of the workforce shifts from manufacturing positions. The Company has various methods and tactics to mitigate potential shortfalls. The inability to properly staff manufacturing facilities with skilled trades and hourly labor due to a limited number of qualified resources could negatively impact operations.
The Company may fail to realize the benefits of or experience delays in the execution of its growth strategy.
As the Company executes its growth strategy, through both organic and inorganic growth, it may encounter risks which could result in increased costs, decreased revenues, and delayed synergies. Growth in new geographies outside the U.S. can expose the Company to volatile economic, political, and regulatory risks that may negatively impact its operations and ability to achieve its growth strategy. Expanding businesses where the Company has limited presence may expose the Company to risks related to the inability to identify an appropriate partner or target and favorable terms, inability to retain/hire strategic talent, or integration risks that may require significant management resources that would have otherwise been available for ongoing growth or operational initiatives. Acquisitions may involve unanticipated delays, costs, and other problems. Due diligence performed prior to an acquisition may not identify a material liability or issue that could impact the Company’s reputation or adversely affect results of operations resulting in a reduction of the anticipated acquisition benefits. Additionally, acquisitions may involve integration risks such as: internal control effectiveness, system integration risks, the risk of impairment charges related to goodwill and other intangibles, ability to retain acquired employees, and other unanticipated risks.
The Company has limited control over and may not realize the expected benefits of its equity investments and joint ventures and may not be able to monetize the investments at an attractive value when the Company decides to exit the investments.
The Company has $5.5 billion invested in or advanced to joint ventures and investments over which the Company has limited control as to governance and management activities. Net sales to unconsolidated affiliates during the year ended December 31, 2022 were $7.8 billion. Risks related to these investments may include: the financial strength of the investment partner; loss of revenues and cash flows to the investment partner and related gross profit; the inability to implement beneficial management strategies, including risk management and compliance monitoring, with respect to the investment’s activities; and the risk that the Company may not be able to resolve disputes with the partners. The Company may encounter unanticipated operating issues, financial results, or compliance and reputational risks related to these investments. The Company mitigates this risk using controls and policies related to joint venture formation, governance (including board of directors’ representation), merger and acquisition integration management, and harmonization of joint venture policies with the Company’s policies and controls.
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| Item 1A. | RISK FACTORS (Continued) | ||||
The Company faces risks related to health epidemics, pandemics, and similar outbreaks.
While ADM has effectively managed through the risks arising from the pandemic caused by the novel coronavirus (COVID-19), and has implemented mitigation actions across global operations that have had a positive impact on its customers, employees, local communities, and other stakeholders, the Company could be materially impacted in the future if a more severe variant or other disease would arise causing disruptions far more severe than the Company has recently experienced. In such circumstances, ADM may be unable to perform fully on its contractual obligations, critical global supply chain and logistical networks may be affected, and costs and working capital needs may increase. These cost increases may not be fully recoverable or adequately covered by insurance. In addition, demand for certain products that ADM produces, particularly biofuels and ingredients that go into food and beverages that support the food services channels, could be materially impacted from a prolonged regional or global outbreak, leading to government-imposed lockdowns, quarantines, or other restrictions.
Strategic and Economic Risks
Agricultural commodities, agricultural commodity products, and non-agricultural commodity raw materials the Company procures, transports, stores, processes, and merchandises can be affected by various factors beyond the Company’s control.
The availability and prices of agricultural commodities are subject to wide fluctuations, including impacts from factors outside the Company’s control such as changes in market conditions, weather conditions, crop disease, plantings, government programs and policies, climate change, competition, and changes in global demand, which could adversely affect the Company’s operating results. The Company uses a global network of procurement, processing, and transportation assets, as well as robust communications between global commodity merchandiser teams, to continually assess price and basis opportunities. Management-established limits (including a corporate wide value-at-risk metric), with robust internal reporting, help to manage risks in pursuit of driving performance. Additionally, the Company depends globally on agricultural producers to ensure an adequate supply of the agricultural commodities.
Reduced supply of agricultural commodities and rising costs of non-agricultural commodity raw materials could adversely affect the Company’s profitability by increasing the cost of raw materials and/or limiting the Company’s ability to procure, transport, store, process, and merchandise agricultural commodities and products in an efficient manner. High and volatile commodity and non-agricultural commodity prices can place more pressures on short-term working capital funding. Conversely, if supplies are abundant and crop production globally outpaces demand for more than one or two crop cycles, price volatility is somewhat diminished. This could result in reduced operating results due to the lack of supply chain dislocations and reduced market spread and basis opportunities.
The Company has certain finished products, such as ethanol and biodiesel, which are closely related to, or may be substituted for, petroleum products, or in the case of ethanol, blended into gasoline to increase octane content. Therefore, the selling prices of ethanol and biodiesel can be impacted by the selling prices of gasoline, diesel fuel, and other octane enhancers. A significant decrease in the price of gasoline, diesel fuel, or other octane enhancers could result in a significant decrease in the selling price of the Company’s ethanol and biodiesel. The Company uses derivative contracts as anticipatory hedges for both purchases of commodity inputs and sales of energy-based products in order to protect itself in the near term against these price trends and to protect and maximize processing margins.
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| Item 1A. | RISK FACTORS (Continued) | ||||
The Company is subject to economic downturns and regional economic volatilities, which could adversely affect the Company’s operating results.
The Company conducts its business and has substantial assets located in many countries and geographic areas. While 64 percent of the Company’s long-lived assets are located in the United States, the Company also has significant operations in both developed areas (such as Western Europe, Canada, and Brazil) and emerging market areas. One of the Company’s strategies is to expand the global reach of its core model, which may include expanding or developing its business in emerging market areas. Both developed and emerging market areas are subject to impacts of economic downturns, including decreased demand for the Company’s products, and reduced availability of credit, or declining credit quality of the Company’s suppliers, customers, and other counterparties. In addition, emerging market areas could be subject to more volatile operating conditions including, but not limited to, logistics limitations or delays, labor-related challenges, epidemic outbreaks and economic recovery, limitations or regulations affecting trade flows, local currency concerns, and other economic and political instability. Political fiscal instability could generate intrusive regulations in emerging markets, potentially creating unanticipated assessments of taxes, fees, increased risks of corruption, etc. Economic downturns and volatile market conditions could adversely affect the Company’s operating results and ability to execute its long-term business strategies, although the nature of many of the Company’s products (i.e. food and feed ingredients) is less sensitive to demand reductions in any economic downcycles. The Company mitigates this risk in many ways, including country risk and exposure analysis, government relations and tax compliance activities, and robust ethics compliance training requirements.
The Company has significant competition in the markets in which it operates and is subject to industry-specific risks which could adversely affect the Company’s operating results.
The Company faces significant competition in each of its businesses and has numerous competitors, who can be different depending upon each of the business segments in which it participates. The Company competes for the acquisition of inputs such as raw materials, transportation services, and other materials and supplies, as well as for workforce and talent. Competition impacts the Company’s ability to generate and increase its gross profit as a result of the following factors: Pricing of the Company’s products is partly dependent upon industry processing capacity, which is impacted by competitor actions to bring idled capacity on-line, build new production capacity or execute aggressive consolidation; many of the products bought and sold by the Company are global commodities or are derived from global commodities that are highly price competitive and, in many cases, subject to substitution; significant changes in exchange rates of foreign currencies versus the U.S. dollar, particularly the currencies of major crop growing countries, could also make goods and products of these countries more competitive than U.S. products; improved yields in different crop growing regions may reduce the reliance on origination territories in which the Company has a significant presence; and continued merger and acquisition activities resulting in further consolidations could result in greater cost competitiveness and global scale of certain players in the industry, especially when acquirers are state-owned and/or backed by public funds and have profit and return objectives that may differ from publicly traded enterprises. To compete effectively, the Company focuses on safely improving efficiency in its production and distribution operations, developing and maintaining appropriate market presence, maintaining a high level of product safety and quality, supporting socially responsible and sustainable practices, promoting environmental responsibility, and working with customers to develop new products and tailored solutions.
The Company is subject to industry-specific risks which include, but are not limited to: launch of new products by other industries that can replace the functionalities of the Company’s production; shifting consumer preferences; and product safety and quality. In the case of the Nutrition business, while maintaining efficient and cost-effective operations are important, the ability to drive innovation and develop quality nutritional and wellness solutions for human and animal needs are key factors to remain competitive in the nutrition market. Certain of the Company’s merchandised commodities and finished products are used as ingredients in livestock and poultry feed. The Company is subject to risks associated with economic, product quality, feed safety or other factors which may adversely affect the livestock and poultry businesses, including the outbreak of disease in livestock and poultry, for example African swine fever, which could adversely affect demand for the Company’s products used as ingredients in feed. In addition, ADM’s increased investment in the flavors and ingredients businesses exposes the Company to increased risks related to rapidly changing consumer preferences and the impacts these changes could have on the success of certain of the Company’s customers. The Company continually assesses opportunities and demand in various regions.
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| Item 1A. | RISK FACTORS (Continued) | ||||
The Company’s risk management strategies may not be effective.
The Company has a Chief Risk Officer who oversees the ERM Program and regularly reports to the Board of Directors on the myriad of risks facing the Company and the Company’s strategies for mitigating those risks. The Company’s business is affected by fluctuations in agricultural commodity cash prices and derivative prices, transportation costs, energy prices, interest rates, foreign currency exchange rates, and equity markets. The Company monitors position limits and counterparty risks and engages in other strategies and controls to manage these risks. The Company regularly reports its aggregate commodity risk exposures to the Board of Directors through the ERM process. The Company has an established commodity merchandising governance process that ensures proper position reporting and monitoring, limits approvals, and executes training on trade compliance, commodity regulatory reporting controls, and other policies. The Company’s risk monitoring efforts may not be successful at detecting a significant risk exposure. If these controls and strategies are not successful in mitigating the Company’s exposure to these fluctuations, it could adversely affect the Company’s operating results.
Environmental, Social, and Governance Risks
The Company may be impacted by carbon emission regulations in multiple regions throughout the globe.
The production of the Company’s products uses materials that can create emissions of certain regulated substances, including GHG emissions. Such regulated emissions also include indirect emissions that occur in the value chain as the result of activities from assets now owned or controlled by the Company. A number of jurisdictions where the Company has operations have implemented or are in the process of implementing carbon pricing programs or regulations to reduce GHG emissions impacting climate change and rising sea levels including, but not limited to, the United States, Canada, Mexico, the European Union and its member states, and China. In particular, the State of Illinois recently enacted legislation intended to eliminate carbon emissions by 2050. The Company’s operations located in countries with effective and applicable carbon pricing and regulatory programs, currently meet their obligations in this regard with no significant impact on the earnings and competitive position of the Company. It is difficult at this time to estimate the likelihood of passage, or predict the potential impact, of any additional legislation, regulations or agreements. Potential consequences of new obligations could include increased energy, transportation, raw material, and administrative costs, and may require the Company to make additional investments in its facilities and equipment. The Company has policies in place and has integrated climate specific risk into the enterprise programs and is identifying opportunities through mitigation efforts to expand responsible practices towards reducing its environmental footprint in a sustainable manner while ensuring compliance with laws and regulations.
Food or feed risks derived from quality issues or off label product usage, occupational health and safety issues, and ineffective diversification programs may expose the Company to certain regulatory or reputational risks.
The Company is subject to federal, state, and local regulations on manufacturing or labeling; socially acceptable and sustainable farming practices; environmental, health, and safety regulations; and customer product liability claims. The liability which could result from certain of these risks may not always be covered by, or could exceed liability insurance related to product liability and food safety matters maintained by the Company. The Company has a particularly strong capability and culture around occupational health and safety and food safety; however, risks to the Company’s reputation may exist due to potential negative publicity caused by product liability, food safety, occupational health and safety, workforce diversity, and environmental matters. The Company is continuing to further diversity throughout the organization and deploy additional food safety and security procedures and controls to appropriately mitigate the risks of any adulteration of the Company’s products in the supply chain and finished products in production and distribution networks. In addition, the Company conforms to management systems, such as the International Organization for Standardization or other recognized global standards.
The Company’s sustainable practices require oversight and robust monitoring requirements.
The Company has programs and policies in place (e.g., Corporate Sustainability Program; Commitment to Protecting Forests, Biodiversity and Communities; Environmental Policy; Strive 35 environmental goals; etc.) to expand responsible practices while reducing its environmental footprint and to help ensure compliance with laws and regulations. Implementation of these programs and policies sometimes requires the acquisition of technology or capital investments at a cost to the Company. Failure to comply with laws and regulations can have serious consequences, including civil, administrative, and criminal penalties as well as a negative impact on the Company’s reputation, business, cash flows, and results of operations.
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| Item 1A. | RISK FACTORS (Continued) | ||||
Financial Risks
Limitations on access to external financing could adversely affect the Company’s operating results due to its capital-intensive nature.
The Company requires significant capital, including continuing access to credit markets, to operate its current business and fund its growth strategy. The Company’s working capital requirements, including margin requirements on open positions on futures exchanges, are directly affected by the price of agricultural commodities, which may fluctuate significantly and change quickly. The Company also requires substantial capital to maintain and upgrade its extensive network of storage facilities, processing plants, refineries, mills, ports, transportation assets, and other facilities to keep pace with competitive developments, technological advances, regulations, and changing safety standards in the industry. Moreover, the expansion of the Company’s business and pursuit of acquisitions or other business opportunities may require significant amounts of capital. Access to credit markets and pricing of the Company’s capital is dependent upon maintaining sufficient credit ratings from credit rating agencies. Strong credit ratings allow the Company to access cost competitive tier one commercial paper markets. If the Company is unable to maintain sufficiently high credit ratings, access to these commercial paper and other debt markets and costs of borrowings could be adversely affected. If the Company is unable to generate sufficient cash flow or maintain access to adequate external financing, including as a result of significant disruptions in the global credit markets, it could restrict the Company’s current operations and its growth opportunities. The Company manages this risk with constant monitoring of credit/liquidity metrics, cash forecasting, and routine communications with credit rating agencies regarding risk management practices and diversifying sources of liquidity.
Geopolitical Risks
The Company faces risks related to international conflicts, acts of terrorism or war, or other geopolitical events, such as the conflict in Ukraine, and related sanctions and other economic disruptions.
ADM’s assets and operations could be subject to extensive property damage and business disruption from geopolitical conflicts, acts of terrorism (e.g. purposeful adulteration of the Company’s products), and war. The assets and operations located in the region affected by the conflict in Ukraine are at an increased risk to property damage, inventory loss, business disruption, and expropriation. The conflict could continue to impact global margins due to increased commodity, energy, and input costs. The Black Sea region is a major exporter of wheat and corn to the world, and the disruption of supply could cause volatility in prices and margins of these commodities and related products. In addition to ADM’s operations, one of the Company’s joint ventures is also exposed to the same risks. While the Company has a robust trade sanctions compliance program, there is a risk that ADM and its related parties could trade with a sanctioned partner due to the number of sanctions taken against Russia. The Company may also face increased cyber risk given that Russia is known to have extensive capabilities to engage in cyber attacks. Trade receivables may be at risk of higher defaults, and other third-party risks could affect ADM’s ability to obtain inputs if suppliers are unable to perform or face insolvency, as certain supplies may not be attainable due to sanctions and/or restrictions on cross-border payment transactions. The Company could be materially impacted if, in the worst-case scenario, the conflict advances to other countries. In such circumstances, trade policies and the Company’s critical global supply chain and logistical networks could be affected, impairing the Company’s ability to satisfy contractual obligations and impacting working capital requirements. Insurance may not adequately cover these risks. In addition, provisions for certain products that ADM produces, particularly those that support the food services channels, could be materially impacted. The Company continues to monitor the conflict in Ukraine along with other political tensions and evaluate alternatives to mitigate the impacts of these risks.
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| Item 1A. | RISK FACTORS (Continued) | ||||
Political instability and changes in trade policies could negatively impact the Company’s financial results.
The Company’s operating results could be affected by political instability and by changes in monetary, fiscal, trade, and environmental policies, laws, regulations, and acquisition approvals, creating risks including, but not limited to: changes in a country’s or region’s economic or political conditions, local labor conditions and regulations, and safety and environmental regulations; reduced protection of intellectual property rights; changes in the regulatory or legal environment; restrictions on currency exchange activities; currency exchange fluctuations; burdensome taxes and tariffs; enforceability of legal agreements and judgments; adverse tax, administrative agency or judicial outcomes; and regulation or taxation of greenhouse gases. International risks and uncertainties, including changing social and economic conditions as well as terrorism, political hostilities, and war, could limit the Company’s ability to transact business in these markets. The Company has historically benefited from the free flow of agricultural and food and feed ingredient products from the U.S. and other sources to markets around the world. Increases in tariff and restrictive trade activities around the world (e.g., the U.S.-China trade relations dispute, Iran sanctions) could negatively impact the Company’s ability to enter certain markets or the price of products may become less competitive in those markets.
Technological Risks
Information technology (IT) systems are subject to interruptions or failures which may affect the Company’s ability to conduct its business.
The Company’s operations rely on certain key IT systems, some of which are dependent on services provided by third parties, to provide critical data connectivity, information, and services for internal and external users. These interactions include, but are not limited to: ordering and managing materials from suppliers; risk management activities; converting raw materials to finished products; inventory management; shipping products to customers; processing transactions; summarizing and reporting financial results of operations; human resources benefits and payroll management; and complying with regulatory, legal or tax requirements. The Company is implementing a new enterprise resource planning (ERP) system and integrating it with various third party service providers on a worldwide basis as part of its ongoing business transformation program, which is improving the efficiency and effectiveness of certain financial and business transaction processes and the underlying systems environment. This will mitigate the instability of aging legacy systems and manual processes.
The Company’s IT systems, processes, and sites may suffer cyber security breaches, which could expose the Company to operational and various regulatory risks.
Increased IT security and social engineering threats and more sophisticated computer crime, including advanced persistent threats, pose a potential risk to the security of the Company’s IT systems, networks, and services, as well as the confidentiality, availability, and integrity of the Company’s third party data. The Company is subject to a variety of laws and regulations in the United States and other jurisdictions regarding privacy, data protection, and data security, including those related to the collection, storage, handling, use, disclosure, transfer, and security of personal data. Compliance with and interpretation of various data privacy regulations continue to evolve and any violation could subject the Company to legal claims, regulatory penalties, and damage to its reputation. The Company has put in place security measures to prevent, detect, and mitigate cyber-based attacks, and has instituted control procedures for cybersecurity incident responses and disaster recovery plans for its critical systems. In addition, the Company monitors this risk on an ongoing basis to detect and correct any breaches, and reports metrics on the quality of the Company’s data security efforts and control environment to the highest level of management and to the Board of Directors. However, if the Company’s IT systems are breached, damaged, or cease to function properly due to any number of causes, such as catastrophic events, power outages, security breaches, or cyber-based attacks, and the Company’s disaster recovery plans do not effectively mitigate the risks on a timely basis, the Company may suffer significant interruptions in its ability to manage its operations, loss of valuable data, actual or threatened legal actions, and damage to its reputation, which may adversely impact the Company’s revenues, operating results, and financial condition.
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| Item 1A. | RISK FACTORS (Continued) | ||||
Regulatory Risks
The Company is subject to numerous laws, regulations, and mandates globally which could adversely affect the Company’s operating results and forward strategy.
The Company does business globally, connecting crops and markets in over 190 countries, and is required to comply with laws and regulations administered by the United States federal government as well as state, local, and non-U.S. governmental authorities in numerous areas including: accounting and income taxes, anti-corruption, anti-bribery, global trade, trade sanctions, privacy and security, environmental, product safety, and handling and production of regulated substances. The Company frequently faces challenges from U.S. and foreign tax authorities regarding the amount of taxes due including questions regarding the timing, amount of deductions, the allocation of income among various tax jurisdictions, and further risks related to changing tax laws domestically and globally. Any failure to comply with applicable laws and regulations or appropriately resolve these challenges could subject the Company to administrative, civil, and criminal remedies, including fines, penalties, disgorgement, injunctions, and recalls of its products, and damage to its reputation.
Regulations specifically affecting the agricultural sector and related industries; regulatory policies or matters that affect a variety of businesses; and taxation polices could adversely affect the Company’s operating results.
Agricultural production and trade flows are subject to government policies, mandates, regulations, and trade agreements, including taxes, tariffs, duties, subsidies, incentives, foreign exchange rates, and import and export restrictions, including policies related to genetically modified organisms, traceability standards, sustainable practices, product safety and labeling, renewable fuels, and low carbon fuel mandates. These policies can influence the planting of certain crops; the location and size of crop production; whether unprocessed or processed commodity products are traded; the volume and types of imports and exports; the availability and competitiveness of feedstocks as raw materials; the viability and volume of production of certain of the Company’s products; and industry profitability. For example, changes in government policies or regulations of ethanol and biodiesel including, but not limited to, changes in the Renewable Fuel Standard program under the Energy Independence and Security Act of 2007 in the United States, including the treatment of small refinery exemptions, can have an impact on the Company’s operating results. International trade regulations can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions. Regulations of financial markets and instruments, including the Dodd-Frank Act, Consumer Protection Act, and the European Market Infrastructure Regulation, create uncertainty and may lead to additional risks and costs, and could adversely affect the Company’s futures commission merchant business and its agricultural commodity risk management practices. Future government policies may adversely affect the supply of, demand for, and prices of the Company’s products; adversely affect the Company’s ability to deploy adequate hedging programs; restrict the Company’s ability to do business in its existing and target markets; and adversely affect the Company’s revenues and operating results.
The Company’s strategy involves expanding the volume and diversity of crops it merchandises and processes, expanding the global reach of its core model, expanding its value-added product portfolio, and expanding the sustainable agriculture programs and partnerships it participates in. Government policies including, but not limited to, antitrust and competition law, trade restrictions, food safety regulations, sustainability requirements, and traceability, can impact the Company’s ability to execute this strategy successfully.
| Item 1B. | UNRESOLVED STAFF COMMENTS | ||||
The Company has no unresolved staff comments.
| Item 2. | PROPERTIES | ||||
The Company’s operations are such that most products are efficiently processed near the source of raw materials. Consequently, the Company has many plants strategically located in agricultural commodity producing areas. The annual volume of commodities processed will vary depending upon availability of raw materials and demand for finished products. The Company also owns approximately 160 warehouses and terminals primarily used as bulk storage facilities and has 64 innovation centers. Processing plants and procurement facilities owned or leased by unconsolidated joint ventures are not included in the tables below.
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| Item 2. | PROPERTIES (Continued) | ||||
To enhance the efficiency of transporting large quantities of raw materials and finished products between the Company’s procurement facilities and processing plants and also the final delivery of products to its customers around the world, the Company owns approximately 1,800 barges, 10,000 rail cars, 240 trucks, 1,200 trailers, 120 boats, and 3 oceangoing vessels; and leases, under operating leases, approximately 700 barges, 20,000 rail cars, 380 trucks, 500 trailers, 22 boats, and 24 oceangoing vessels.
The daily capacities of the processing plants and storage capacities of the procurement facilities that the Company owns or leases, under operating leases, are as follows:
| Ag Services and Oilseeds Processing Facilities (in 1,000s metric tons) | ||||||||||||||||||||
| Owned | Leased | |||||||||||||||||||
| Refined | ||||||||||||||||||||
| Ag | Products | |||||||||||||||||||
| Services | Crushing | and Other | Total | Crushing | ||||||||||||||||
| North America | 2 | 60 | 18 | 80 | — | |||||||||||||||
| South America | — | 20 | 10 | 30 | 1 | |||||||||||||||
| Europe | — | 34 | 15 | 49 | — | |||||||||||||||
| Asia | — | 1 | — | 1 | 1 | |||||||||||||||
| Total daily capacity | 2 | 115 | 43 | 160 | 2 | |||||||||||||||
| Ag Services and Oilseeds Procurement Facilities (in 1,000s metric tons) | |||||||||||||||||||||||||||||
| Owned | Leased | ||||||||||||||||||||||||||||
| Refined | Refined | ||||||||||||||||||||||||||||
| Ag | Products | Ag | Products | ||||||||||||||||||||||||||
| Services | Crushing | and Other | Total | Services | Crushing | and Other | Total | ||||||||||||||||||||||
| North America | 12,388 | 283 | 830 | 13,501 | 813 | — | 181 | 994 | |||||||||||||||||||||
| South America | 2,119 | 60 | — | 2,179 | 1,034 | — | — | 1,034 | |||||||||||||||||||||
| Europe | 1,385 | 287 | — | 1,672 | — | — | — | — | |||||||||||||||||||||
| Asia | — | — | — | — | 130 | 81 | — | 211 | |||||||||||||||||||||
| Total storage capacity | 15,892 | 630 | 830 | 17,352 | 1,977 | 81 | 181 | 2,239 | |||||||||||||||||||||
| Carbohydrate Solutions Processing Plants (in 1,000s metric tons) | |||||||||||||||||
| Owned | Leased | ||||||||||||||||
| Starches & Sweeteners | Vantage Corn Processors | Total | Starches & Sweeteners | ||||||||||||||
| North America | 72 | 17 | 89 | — | |||||||||||||
| Europe | 6 | — | 6 | 1 | |||||||||||||
| Total daily capacity | 78 | 17 | 95 | 1 | |||||||||||||
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| Item 2. | PROPERTIES (Continued) | ||||
| Carbohydrate Solutions Procurement Facilities (in 1,000s metric tons) | |||||||||||
| Owned | Leased | ||||||||||
| Starches & Sweeteners | Starches & Sweeteners | ||||||||||
| North America | 588 | 86 | |||||||||
| Europe | — | 18 | |||||||||
| Total storage capacity | 588 | 104 | |||||||||
| Nutrition Processing Plants (in 1,000s metric tons) | |||||||||||||||||||||||
| Owned | Leased | ||||||||||||||||||||||
| Human Nutrition | Animal Nutrition | Total | Human Nutrition | Animal Nutrition | Total | ||||||||||||||||||
| North America | 80 | 5 | 85 | 25 | 50 | 75 | |||||||||||||||||
| South America | — | 3 | 3 | 2 | — | 2 | |||||||||||||||||
| Europe | 2 | 8 | 10 | 1 | — | 1 | |||||||||||||||||
| Asia | — | 3 | 3 | — | 10 | 10 | |||||||||||||||||
| Total daily capacity | 82 | 19 | 101 | 28 | 60 | 88 | |||||||||||||||||
| Nutrition Procurement Facilities (in 1,000s metric tons) | |||||||||||||||||
| Owned | Leased | ||||||||||||||||
| Human Nutrition | Animal Nutrition | Total | Human Nutrition | ||||||||||||||
| North America | 316 | 28 | 344 | 2 | |||||||||||||
| Total storage capacity | 316 | 28 | 344 | 2 | |||||||||||||
| Item 3. | 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 13 in Item 8 for information on income tax matters), and class actions. The Company also routinely receives inquiries from regulators and other government authorities relating to various aspects of its business, and at any given time, the Company has matters at various stages of resolution. The outcomes of these matters are not within the Company’s complete control and may not be known for prolonged periods of time. In some actions, claimants seek damages, as well as other relief, including injunctive relief, that could require significant expenditures or result in lost revenues. In accordance with applicable accounting standards, the Company records a liability in its consolidated financial statements for material loss contingencies when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a material loss contingency is reasonably possible but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed in the notes to the consolidated financial statements. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. Estimates of probable losses resulting from litigation and governmental proceedings involving the Company are inherently difficult to predict, particularly when the matters are in early procedural stages, with incomplete facts or legal discovery; involve unsubstantiated or indeterminate claims for damages; potentially involve penalties, fines, disgorgement, or punitive damages; or could result in a change in business practice. See Note 20 in Item 8 for information on the Company’s legal proceedings.
| Item 4. | MINE SAFETY DISCLOSURES | ||||
None.
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PART II
| Item 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES | ||||
Common Stock Market
The Company’s common stock is listed and traded on the New York Stock Exchange under the trading symbol “ADM”.
The number of registered stockholders of the Company’s common stock at December 31, 2022, was 8,153.
Issuer Purchases of Equity Securities
| Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program (2) | Number of Shares Remaining to be Purchased Under the Program (2) | ||||||||||||||||||||||
| October 1, 2022 to October 31, 2022 | 115,433 | $ | 94.162 | 115,433 | 90,369,676 | |||||||||||||||||||||
| November 1, 2022 to November 30, 2022 | 837,596 | 94.786 | 835,430 | 89,534,246 | ||||||||||||||||||||||
| December 1, 2022 to December 31, 2022 | 1,722,577 | 92.864 | 1,722,241 | 87,812,005 | ||||||||||||||||||||||
| Total | 2,675,606 | $ | 93.522 | 2,673,104 | 87,812,005 | |||||||||||||||||||||
(1) Total shares purchased represent those shares purchased in the open market as part of the Company’s publicly announced stock repurchase program described below, shares received as payment for the exercise price of stock option exercises, and shares received as payment for the withholding taxes on vested restricted stock awards. During the three-month period ended December 31, 2022, there were 2,502 shares purchased in the open market or shares received as payments for the exercise price of stock option exercises and withholding taxes on vested restricted stock awards.
(2) On November 5, 2014, the Company’s Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to 100,000,000 shares of the Company’s common stock during the period commencing January 1, 2015 and ending December 31, 2019. On August 7, 2019, the Company’s Board of Directors approved the extension of the stock repurchase program through December 31, 2024 and the repurchase of up to an additional 100,000,000 shares under the extended program.
26
| Item 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES (Continued) | ||||
Performance Graph
The graph below compares the Company’s common stock with those of the S&P 500 Index and the S&P Consumer Staples Index. The graph assumes an initial investment of $100 on December 31, 2017 and assumes all dividends have been reinvested through December 31, 2022.
COMPARISON OF 60 MONTH CUMULATIVE TOTAL RETURN
Among Archer Daniels Midland Company (ADM), the S&P 500 Index, and the S&P Consumer Staples Index
Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved.
| Item 6. | [RESERVED] | ||||
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The consolidated financial statements presented in Item 8 herein reflect immaterial revisions to certain line items in the consolidated statements of earnings and statements of cash flows presented in the Company’s press release filed on January 26, 2023 announcing fourth quarter and annual results for the quarter and year ended December 31, 2022. The revisions to the consolidated statements of earnings did not impact gross profit and earnings before income taxes, and the revisions to the consolidated statements of cash flows did not impact net cash provided by operating activities. Further, these revisions did not affect the consolidated statements of comprehensive income (loss), balance sheets, and statements of shareholders’ equity.
| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | ||||
This MD&A should be read in conjunction with the accompanying consolidated financial statements.
The Company’s recent significant portfolio actions and announcements include:
•the acquisition in February 2022 of Comhan, a leading South African flavor distributor;
•the announcement in April 2022 of a growth investment in the Company’s oilseed facility in Mainz, Germany, which is expected to be completed in the third quarter of 2023;
•the announcement in April 2022 of a $300 million investment in Decatur, Illinois to expand alternative protein production and the opening of a new, state-of-the-art protein innovation center, which is expected to be completed in the first quarter of 2025;
•the announcement in April 2022 of a commitment to achieve 100% deforestation-free supply chains by 2025, five years earlier than previously targeted;
•the announcement in May 2022 to significantly expand starch production at the Company’s Marshall, Minnesota facility, which is expected to be completed in the second half of 2023;
•the announcement in May 2022 of five projects funded with support from ADM, in partnership with the U.S. Department of Agriculture’s Natural Resources Conservation Service, to provide farmers with technical and financial resources to help plant cover crop on half a million acres;
•the announcement in June 2022 of the signing of a memorandum of understanding with Bayer, a global enterprise with core competencies in the life science fields of healthcare and agriculture, to build and implement a sustainable crop protection model to soybean farmers in India;
•the announcement in July 2022 of the signing of an agreement with Farmers Business Network (FBN) to expand availability of FBN’s leading-edge digital farm business management platform, Gradable, to ADM’s network of farmers across North America, offering 55,000 growers a comprehensive digital solution to manage their businesses and measure sustainable production data;
•the announcement in August 2022 of the official inauguration of ScaleUp Bio, a joint venture with Nurasa (formerly Asia Sustainable Foods Platform), a company focused on accelerating the commercialization of sustainable foods in Asia. ScaleUp Bio is the first company in Singapore to provide contract development and manufacturing organization services for precision fermentation for food applications;
•the announcement in August 2022 of a long-term strategic partnership with Benson Hill, Inc., a food tech company unlocking the natural genetic diversity of plants, to scale innovative high-protein soy ingredients that will help meet the rapidly growing demand for plant-based proteins;
•the announcement in August 2022 of the launch of two joint ventures, GreenWise Lactic and LG Chem Illinois Biochem, with LG Chem, a leading global diversified chemical company, for the U.S. production of lactic acid and polylactic acid to meet growing demand for a wide variety of plant-based products, including bioplastics;
•the announcement in August 2022 of a strategic partnership with New Culture, a pioneering animal-free dairy company, to accelerate the development and commercialization of alternative dairy products;
•the opening in September 2022 of the Company’s first Science and Technology Center in China that will leverage its unparalleled research and development, technology, and product innovation capabilities to spur high-quality development in the nutrition and health industry and meet growing and evolving needs in China and Asia Pacific;
•the announcement in September 2022 of a seven-and-a-half-year strategic commercial agreement with PepsiCo to collaborate closely on projects that aim to significantly expand regenerative agriculture across their shared North American supply chains;
•the opening in September 2022 of a new extrusion facility in Serbia that will further expand ADM’s footprint in Europe, extending its production of non-GMO textured soy to include vital origination and extrusion capabilities;
•the opening in November 2022 of a new North America Microbiology Laboratory at the ADM Specialty Manufacturing Facility in Decatur, Illinois, which doubles ADM’s current microbiology laboratory footprint and reflects a significant expansion of its testing capabilities, as well as its footprint in the Decatur community; and
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| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) | ||||
•the announcement in November 2022 of the signing of the Agri-Commodity Sector Roadmap, an agreement which aims to remove deforestation from supply chains by 2025 while protecting global food systems and producer livelihoods, an important step toward putting the global economy on a 1.5C trajectory through forest positive action
Sustainability is a key driver of ADM’s expanding portfolio of environmentally responsible, plant-derived products. Consumers today increasingly expect their food and drink to come from sustainable ingredients, produced by companies that share their values and ADM is continually finding new ways to meet those needs through its portfolio actions.
The Company’s strategic transformation is focused on three strategic pillars: Productivity, Innovation, and Culture.
The Productivity pillar includes (1) advancing the roles of the Company’s Centers of Excellence in procurement, supply chain, and operations to deliver additional efficiencies across the enterprise; (2) continued roll out of the 1ADM business transformation program and implementation of improved standardized business processes; and (3) increased use of technology, analytics, and automation at production facilities, in offices, and with customers.
Innovation activities include expansions and investments in (1) improving the customer experience, including leveraging producer relationships and enhancing the use of state-of-the-art digital technology to help customers grow; (2) sustainability-driven innovation, which encompasses the full range of products, solutions, capabilities, and commitments to serve customers’ needs; and (3) growth initiatives, including organic growth to support additional capacity and meet growing demand, and mergers and acquisitions opportunities.
The Culture pillar focuses on enabling collaboration, teamwork, and agility from process standardization and digitalization and ADM’s DE&I work which brings new perspectives and expertise to the Company’s decision-making.
ADM will support the three pillars with investments in technology, which include expanding digital capabilities and investing further in product research and development. All of these efforts will continue to be strengthened by the Company’s ongoing commitment to Readiness.
Operating Performance Indicators
The Company’s Ag Services and Oilseeds operations are principally agricultural commodity-based businesses where changes in selling prices move in relationship to changes in prices of the commodity-based agricultural raw materials. As a result, changes in agricultural commodity prices have relatively equal impacts on both revenues and cost of products sold. Therefore, changes in revenues of these businesses do not necessarily correspond to the changes in margins or gross profit. Thus, gross margins per volume or metric ton are more meaningful than gross margins as percentage of revenues.
The Company’s Carbohydrate Solutions operations and Nutrition businesses also utilize agricultural commodities (or products derived from agricultural commodities) as raw materials. However, in these operations, agricultural commodity market price changes do not necessarily correlate to changes in cost of products sold. Therefore, changes in revenues of these businesses may correspond to changes in margins or gross profit. Thus, gross margin rates are more meaningful as a performance indicator in these businesses.
The Company has consolidated subsidiaries in more than 70 countries. For the majority of the Company’s subsidiaries located outside the United States, the local currency is the functional currency except certain significant subsidiaries in Switzerland where Euro is the functional currency, and Brazil and Argentina where U.S. dollar is the functional currency. Revenues and expenses denominated in foreign currencies are translated into U.S. dollars at the weighted average exchange rates for the applicable periods. For the majority of the Company’s business activities in Brazil and Argentina, the functional currency is the U.S. dollar; however, certain transactions, including taxes, occur in local currency and require remeasurement to the functional currency. Changes in revenues are expected to be correlated to changes in expenses reported by the Company caused by fluctuations in the exchange rates of foreign currencies, primarily the Euro, British pound, Canadian dollar, and Brazilian real, as compared to the U.S. dollar.
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| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) | ||||
The Company measures its performance using key financial metrics including net earnings, gross margins, constant currency revenue and operating profit, segment operating profit, adjusted segment operating profit, earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted EBITDA, manufacturing expenses, selling, general, and administrative expenses, return on invested capital, economic value added, and operating cash flows before working capital. The Company’s financial results can vary significantly due to changes in factors such as fluctuations in energy prices, weather conditions, crop plantings, government programs and policies, trade policies, changes in global demand, general global economic conditions, changes in standards of living, and global production of similar and competitive crops. Due to these unpredictable factors, the Company undertakes no responsibility for updating any forward-looking information contained within “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Operations in Ukraine and Russia
ADM employs approximately 640 people in Ukraine and operates an oilseeds crushing plant, a grain port terminal, inland and river silos, and a trading office. Most of the facilities have been temporarily idled since February 24, 2022, some of which were brought back online during the quarter ended September 30, 2022, due in part to the opening of the Black Sea grain export corridor. The Company’s footprint in Russia is limited to operations related to the production and transport of essential food commodities and ingredients.
On February 24, 2022, Russian troops invaded Ukraine. While the Company’s Ukraine and Russian operations have historically represented less than 1.0% of consolidated revenues, the direct and indirect impacts of the ongoing military action could negatively affect ADM’s future operating results. The conflict in Ukraine has created disruptions in global supply chains and has created dislocations of key agricultural commodities. The indirect impact of these dislocations on the Company’s operating results will be a function of a number of variables including supply and demand responses from the rest of the world as well as the length of the conflict and the condition of the agricultural industry and export infrastructure after the conflict ends. For more information, refer to Part I, Item 1A, “Risk Factors”.
As of December 31, 2022, ADM’s assets in Ukraine consisted primarily of current assets that were less than 1% of the Company’s total current assets and an immaterial amount of non-current assets. Of the total current assets in Ukraine, majority related to inventories that represented less than 1% of ADM’s total inventories.
30
| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) | ||||
This section of the Form 10-K generally discusses 2022 and 2021 items and year-to-year comparisons between 2022 and 2021. Discussions of 2020 items and year-to-year comparisons between 2021 and 2020 are not included in this Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
Market Factors Influencing Operations or Results in the Twelve Months Ended December 31, 2022
The Company is subject to a variety of market factors which affect the Company’s operating results. In Ag Services and Oilseeds, strong global demand continued due to a short crop in South America. The conflict in Ukraine resulted in even tighter global stocks of commodities and created high volatility, which had a positive impact on North and South American origination prices. Global Trade results were driven by market disconnects, tight supply, strong destination marketing margins, and firm ocean freight rates. North American origination was negatively impacted by weather-related supply disruption and delayed planting and lower river levels. Crushing margins continued to benefit from strong protein and renewable diesel demand and tight oilseeds stocks. In Refined Products and Other, margins were driven by strong oil demand and tight supply with volatile energy markets driving up biodiesel margins. In Carbohydrate Solutions, demand for starches and sweeteners was solid with margins remaining steady despite higher input costs. Ethanol demand for domestic gasoline was lower, in part due to high gas prices, while export demand remained strong, driven by favorable blending economics and government incentives. Corn milling margins benefited from strong co-product results, as prices for oil and feed products rose in line with higher underlying corn prices. Corn costs were volatile and higher, in part due to a relatively low projected corn stocks-to-use ratio and uncertainty caused by the conflict in Ukraine. Nutrition benefited from overall strong demand in various food, beverage, and dietary supplement categories. In Human Nutrition, demand for flavors, flavor systems, specialty proteins, bioactives, and fibers was strong, but higher energy, transportation, and raw material costs, and a strong U.S. dollar adversely impacted results. In Animal Nutrition, amino acids pricing and margins improved due to a tighter global supply environment but the devaluation of certain currencies, a bird flu outbreak, and weak demand in other product lines, with some premix and additives customers cutting products out of formulation due to increased ingredient, freight, and energy costs, adversely impacted results. Increased competition in Brazil also contributed to the weak demand in that country. ADM’s productivity initiatives are improving the Company’s capabilities to help mitigate the impact of inflation.
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
Net earnings attributable to controlling interests increased 60% or $1.6 billion, to $4.3 billion. Segment operating profit increased 41% or $1.9 billion, to $6.5 billion, and included a net charge of $100 million consisting of charges totaling $147 million related to the impairment of certain assets, restructuring, and contingencies/settlements, partially offset by gains on the sale of certain assets of $47 million. Included in segment operating profit in the prior year was a net charge of $136 million consisting of charges totaling $213 million related to the impairment of certain assets, restructuring, and settlement, partially offset by gains on the sale of ethanol and certain other assets of $77 million. Adjusted segment operating profit (a non-GAAP measure) increased $1.9 billion to $6.6 billion due primarily to higher results in most businesses except in Vantage Corn Processors. Corporate results in the current year were a net charge of $1.3 billion and included a mark-to-market gain of $9 million on the conversion option of the exchangeable bonds issued in August 2020. Corporate results in the prior year were a net charge of $1.3 billion and included a pension settlement charge of $83 million, loss on debt extinguishment of $36 million, a mark-to-market gain of $19 million on the conversion option of the exchangeable bonds issued in August 2020, acquisition-related expenses of $7 million, and a restructuring charge of $4 million.
Income taxes of $868 million increased $290 million. The Company’s effective tax rate for 2022 was 16.6% compared to 17.4% for 2021. The change in the rate was due primarily to changes in the geographic mix of pretax earnings and the impact of discrete tax items.
Analysis of Statements of Earnings
Processed volumes by product for the years ended December 31, 2022 and 2021 are as follows (in metric tons):
| (In thousands) | 2022 | 2021 | Change | ||||||||||||||
| Oilseeds | 32,952 | 35,125 | (2,173) | ||||||||||||||
| Corn | 18,558 | 19,126 | (568) | ||||||||||||||
| Total | 51,510 | 54,251 | (2,741) | ||||||||||||||
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| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) | ||||
The Company generally operates its production facilities, on an overall basis, at or near capacity, adjusting facilities individually, as needed, to react to the current margin environment and seasonal local supply and demand conditions. The overall decrease in oilseeds processed volumes was primarily related to decreased crush rates resulting from the decline in seeds availability, a temporarily idled facility in Paraguay due to crop failure, weather-related challenges, and the indefinite shutdown of a Ukraine facility since February 2022. The overall decrease in corn processed volumes was primarily related to reduced volumes of fuel alcohol due to market conditions, the sale of the Peoria, Illinois facility in November 2021, and logistical challenges surrounding railcar availability since the second quarter of 2022.
Revenues by segment for the years ended December 31, 2022 and 2021 are as follows:
| (In millions) | 2022 | 2021 | Change | ||||||||||||||
| Ag Services and Oilseeds | |||||||||||||||||
| Ag Services | $ | 53,181 | $ | 45,017 | $ | 8,164 | |||||||||||
| Crushing | 13,139 | 11,368 | 1,771 | ||||||||||||||
| Refined Products and Other | 13,243 | 10,662 | 2,581 | ||||||||||||||
| Total Ag Services and Oilseeds | 79,563 | 67,047 | 12,516 | ||||||||||||||
| Carbohydrate Solutions | |||||||||||||||||
| Starches and Sweeteners | 10,251 | 7,611 | 2,640 | ||||||||||||||
| Vantage Corn Processors | 3,710 | 3,499 | 211 | ||||||||||||||
| Total Carbohydrate Solutions | 13,961 | 11,110 | 2,851 | ||||||||||||||
| Nutrition | |||||||||||||||||
| Human Nutrition | 3,769 | 3,189 | 580 | ||||||||||||||
| Animal Nutrition | 3,867 | 3,523 | 344 | ||||||||||||||
| Total Nutrition | 7,636 | 6,712 | 924 | ||||||||||||||
| Other Business | 396 | 380 | 16 | ||||||||||||||
| Total Other Business | 396 | 380 | 16 | ||||||||||||||
| Total | $ | 101,556 | $ | 85,249 | $ | 16,307 | |||||||||||
Revenues and cost of products sold in agricultural merchandising and processing businesses are significantly correlated to the underlying commodity prices and volumes. In periods of significant changes in market prices, the underlying performance of the Company is better evaluated by looking at margins since both revenues and cost of products sold, particularly in Ag Services and Oilseeds, generally have a relatively equal impact from market price changes which generally result in an insignificant impact to gross profit.
Revenues increased $16.3 billion to $101.6 billion due to higher sales prices ($17.1 billion), partially offset by lower sales volumes ($0.8 billion). Higher sales prices of corn, wheat, oil, soybean, and meal, and higher sales volumes of rice, flavors, biodiesel, and corn, were partially offset by lower sales prices of rice and flavors, and lower sales volumes of wheat and oil. Ag Services and Oilseeds revenues increased 19% to $79.6 billion due to higher sales prices ($14.3 billion), partially offset by lower sales volumes ($1.8 billion). Carbohydrate Solutions revenues increased 26% to $14.0 billion due to higher sales prices ($2.6 billion) and higher sales volumes ($0.3 billion), despite the loss of USD-grade industrial alcohol volumes from the divested Peoria, Illinois facility. Nutrition revenues increased 14% to $7.6 billion due to higher sales prices ($0.2 billion) and higher sales volumes ($0.7 billion).
Cost of products sold increased $14.7 billion to $94.0 billion due principally to higher average commodity costs and higher manufacturing expenses. Manufacturing expenses increased $0.9 billion to $7.0 billion due principally to higher energy costs, higher maintenance expenses, increased operating supplies, and higher salaries and benefit costs.
32
| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) | ||||
Foreign currency translation impacts decreased revenues by $2.6 billion and cost of products sold by $2.4 billion.
Gross profit increased $1.6 billion or 26%, to $7.6 billion due to higher results in Ag Services and Oilseeds ($1.3 billion), Starches and Sweeteners ($477 million), and Nutrition ($149 million), partially offset by lower results in Vantage Corn Processors ($352 million). These factors are explained in the segment operating profit discussion on page 35.
Selling, general, and administrative expenses increased 12% to $3.4 billion due principally to provisions for bad debt, higher IT and project-related expenses, higher salaries and benefit costs, increased travel expenses, and amortization of intangibles from new acquisitions.
Asset impairment, exit, and restructuring costs decreased $98 million to $66 million. Charges in the current year consisted of $37 million of impairments related to certain long-lived assets and $28 million of restructuring charges, presented as specified items within segment operating profit, and $1 million of restructuring charges in Corporate. Charges in the prior year consisted primarily of $125 million of impairments related to certain long-lived assets, goodwill, and other intangible assets and $35 million of restructuring charges, presented as specified items within segment operating profit, and $4 million of restructuring charges in Corporate.
Equity in earnings of unconsolidated affiliates increased $237 million to $832 million due to higher earnings from the Company’s investments in Wilmar and Olenex.
Loss on debt extinguishment in the prior year of $36 million was related to the early redemption of $500 million aggregate principal amount of 2.750% notes due in March 2025.
Interest and investment income increased $197 million to $293 million due primarily to higher interest income, partially offset by lower revaluation gains of $37 million compared to $49 million in the prior period.
Interest expense increased $131 million to $396 million due to higher long-term debt balances and increased short-term rates on the Company’s U.S. and European commercial paper borrowing programs. Interest expense in the current year also included a $9 million mark-to-market gain adjustment related to the conversion option of the exchangeable bonds issued in August 2020 compared to a $19 million mark-to-market gain adjustment in the prior year.
Other income - net of $358 million increased $264 million. Current year income included a legal recovery related to the 2019 and 2020 closure of the Company’s Reserve, Louisiana, export facility of $110 million, net foreign exchange gains of $105 million, a $50 million one-time payment from the USDA Biofuel Producer Recovery Program, gains on disposals of individually insignificant assets in the ordinary course of business, and the non-service components of net pension benefit income of $25 million, partially offset by other net expense. Prior year income included gains on the sale of ethanol and certain other assets and disposals of individually insignificant assets in the ordinary course of business, net foreign exchange gains of $24 million, the non-service components of net pension benefit income of $33 million, and other income, partially offset by a non-cash pension settlement charge of $83 million related to the purchase of group annuity contracts that irrevocably transferred the future benefit obligations and annuity administration for certain salaried and hourly retirees and terminated vested participants under the Company’s ADM Retirement Plant and ADM Pension Plan for Hourly-Wage Employees.
33
| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) | ||||
Segment operating profit, adjusted segment operating profit (a non-GAAP measure), and earnings before income taxes for the years ended December 31, 2022 and 2021 are as follows:
| Segment Operating Profit | 2022 | 2021 | Change | ||||||||||||||
| (In millions) | |||||||||||||||||
| Ag Services and Oilseeds | |||||||||||||||||
| Ag Services | $ | 1,374 | $ | 770 | $ | 604 | |||||||||||
| Crushing | 1,621 | 975 | 646 | ||||||||||||||
| Refined Products and Other | 837 | 652 | 185 | ||||||||||||||
| Wilmar | 554 | 378 | 176 | ||||||||||||||
| Total Ag Services and Oilseeds | 4,386 | 2,775 | 1,611 | ||||||||||||||
| Carbohydrate Solutions | |||||||||||||||||
| Starches and Sweeteners | 1,323 | 913 | 410 | ||||||||||||||
| Vantage Corn Processors | 37 | 370 | (333) | ||||||||||||||
| Total Carbohydrate Solutions | 1,360 | 1,283 | 77 | ||||||||||||||
| Nutrition | |||||||||||||||||
| Human Nutrition | 566 | 537 | 29 | ||||||||||||||
| Animal Nutrition | 170 | 154 | 16 | ||||||||||||||
| Total Nutrition | 736 | 691 | 45 | ||||||||||||||
| Other Business | 167 | 25 | 142 | ||||||||||||||
| Total Other | 167 | 25 | 142 | ||||||||||||||
| Specified Items: | |||||||||||||||||
| Gains on sale of assets | 47 | 77 | (30) | ||||||||||||||
| Impairment, restructuring, and settlement charges | (147) | (213) | 66 | ||||||||||||||
| Total Specified Items | (100) | (136) | 36 | ||||||||||||||
| Total Segment Operating Profit | $ | 6,549 | $ | 4,638 | $ | 1,911 | |||||||||||
Adjusted Segment Operating Profit(1) | $ | 6,649 | $ | 4,774 | $ | 1,875 | |||||||||||
| Segment Operating Profit | $ | 6,549 | $ | 4,638 | $ | 1,911 | |||||||||||
| Corporate | (1,316) | (1,325) | 9 | ||||||||||||||
| Earnings Before Income Taxes | $ | 5,233 | $ | 3,313 | $ | 1,920 | |||||||||||
(1) Adjusted segment operating profit is segment operating profit excluding the listed specified items.
34
| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) | ||||
Ag Services and Oilseeds operating profit increased 58%. Ag Services results were significantly higher versus the prior year. Global trade results were higher, driven by strong performances in destination marketing and global ocean freight. North American origination volumes were lower but margins were higher year-over-year. South America results were higher, driven by better origination margins on good demand for grain. Crushing was higher year-over-year driven by robust protein and renewable diesel demand. Positive net timing effects in the current year versus negative timing effects in the prior year helped drive higher year-over-year results. Refined Products and Other results were higher than the prior year, driven by higher margins due to strong oils demand. Biodiesel margins also benefited from direct sales compared to the historical auction sales. Equity earnings from Wilmar were higher versus the prior year.
Carbohydrate Solutions operating profit increased 6%. Starches and Sweeteners, including ethanol production from the wet mills, delivered higher results versus the prior year, driven by solid margins across sweeteners and starches, strong contributions from corn co-products, and effective risk management, partially offset by weaker ethanol margins. Sales volumes for starches and sweeteners continued their recovery and the biosolutions platform continued to deliver revenue growth as demand for plant-based products expanded into more diverse applications. Vantage Corn Processors results were lower versus the prior year as ethanol margins decreased from the 2021 strong positioning gains and industrial alcohol results from the now-sold Peoria, Illinois facility, partially offset by the $50 million one-time payment from the USDA Biofuel Producer Recovery Program.
Nutrition operating profit increased 7%. Human Nutrition delivered higher year-over-year results. Flavors results were lower driven by demand fulfillment challenges, the impact of the strong U.S. dollar in EMEA, softer demand in Asia Pacific, and higher costs in North America. Strong sales growth in alternative proteins, including contribution from the Sojaprotein acquisition, and good demand for texturants offset some higher operating costs to help deliver better year-over-year results in Specialty Ingredients. Health and Wellness was also higher year-over-year, powered by probiotics, including the contribution from the November 2021 Deerland Probiotics and Enzymes acquisition, and robust demand for fiber and Vitamin E. Animal Nutrition profits were higher than the prior year due primarily to strength in amino acids.
Other Business operating profit increased 568%. Higher short-term interest rates drove improved earnings in ADM Investor Services and improved underwriting performance resulted in better captive insurance results.
Corporate results are as follows:
| (In millions) | 2022 | 2021 | Change | ||||||||||||||
| Interest expense - net | $ | (333) | $ | (277) | $ | (56) | |||||||||||
| Unallocated corporate costs | (1,026) | (957) | (69) | ||||||||||||||
| Loss on sale of assets | (3) | — | (3) | ||||||||||||||
| Expenses related to acquisitions | (2) | (7) | 5 | ||||||||||||||
| Loss on debt extinguishment | — | (36) | 36 | ||||||||||||||
| Gain on debt conversion option | 9 | 19 | (10) | ||||||||||||||
| Restructuring and settlement charges | (1) | (87) | 86 | ||||||||||||||
| Other income | 40 | 20 | 20 | ||||||||||||||
| Total Corporate | $ | (1,316) | $ | (1,325) | $ | 9 | |||||||||||
35
| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) | ||||
Corporate results were a net charge of $1.3 billion in the current year compared to $1.3 billion in the prior year. Interest expense-net increased $56 million due primarily to higher long-term debt balances and increased average rates on the Company’s U.S. and European commercial paper borrowing programs. Unallocated corporate costs increased $69 million due primarily to higher IT and project-related costs and higher costs in the Company’s centers of excellence, partially offset by lower incentive compensation accruals. Loss on debt extinguishment in the prior year related to the early redemption of $500 million aggregate principal amount of 2.750% notes due in March 2025. Gain on debt conversion option was related to the mark-to-market adjustment of the conversion option of the exchangeable bonds issued in August 2020. Impairment, restructuring, and settlement charges in the prior year included a non-cash pension settlement charge of $83 million related to the purchase of group annuity contracts that irrevocably transferred the future benefit obligations and annuity administration for certain salaried and hourly retirees and terminated vested participants under the Company’s ADM Retirement Plan and ADM Pension Plan for Hourly-Wage Employees to independent third parties, and individually insignificant restructuring charges. Other income in the current year included investment revaluation gains of $37 million, the non-service components of net pension benefit income of $25 million, and foreign exchange gains from hedge activity, partially offset by railroad maintenance expenses of $67 million. Other income in the prior year included investment revaluation gains of $49 million, the non-service components of net pension benefit income of $16 million, and foreign exchange gains from hedge activity, partially offset by railroad maintenance expenses of $67 million.
Non-GAAP Financial Measures
The Company uses adjusted earnings per share (EPS), adjusted EBITDA, and adjusted segment operating profit, non-GAAP financial measures as defined by the SEC, to evaluate the Company’s financial performance. These performance measures are not defined by accounting principles generally accepted in the United States and should be considered in addition to, and not in lieu of, GAAP financial measures.
Adjusted EPS is defined as diluted EPS adjusted for the effects on reported diluted EPS of specified items. Adjusted EBITDA is defined as earnings before taxes, interest, and depreciation and amortization, adjusted for specified items. The Company calculates adjusted EBITDA by removing the impact of specified items and adding back the amounts of interest expense and depreciation and amortization to earnings before income taxes. Adjusted segment operating profit is segment operating profit adjusted, where applicable, for specified items.
Management believes that adjusted EPS, adjusted EBITDA, and adjusted segment operating profit are useful measures of the Company’s performance because they provide investors additional information about the Company’s operations allowing better evaluation of underlying business performance and better period-to-period comparability. Adjusted EPS, adjusted EBITDA, and adjusted segment operating profit are not intended to replace or be an alternative to diluted EPS, earnings before income taxes, and segment operating profit, respectively, the most directly comparable amounts reported under GAAP.
36
| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) | ||||
The table below provides a reconciliation of diluted EPS to adjusted EPS for the years ended December 31, 2022 and 2021.
| 2022 | 2021 | ||||||||||||||||
| In millions | Per share | In millions | Per share | ||||||||||||||
| Average number of shares outstanding - diluted | 563 | 566 | |||||||||||||||
| Net earnings and reported EPS (fully diluted) | $ | 4,340 | $ | 7.71 | $ | 2,709 | $ | 4.79 | |||||||||
| Adjustments: | |||||||||||||||||
Gains on sale of assets (net of tax of $11 million in 2022 and $20 million in 2021) (1) | (33) | (0.06) | (57) | (0.10) | |||||||||||||
Asset impairment, restructuring, and settlement charges (net of tax of $33 million in 2022 and $63 million in 2021) (1) | 115 | 0.21 | 237 | 0.42 | |||||||||||||
Expenses related to acquisitions (net of tax of $1 million in 2022 and $2 million in 2021) (1) | 1 | — | 5 | 0.01 | |||||||||||||
Loss on debt extinguishment (net of tax of $9 million in 2021) (1) | — | — | 27 | 0.05 | |||||||||||||
Gain on debt conversion option (net of tax of $0) (1) | (9) | (0.02) | (19) | (0.03) | |||||||||||||
| Tax adjustments | 7 | 0.01 | 33 | 0.05 | |||||||||||||
| Adjusted net earnings and adjusted EPS | $ | 4,421 | $ | 7.85 | $ | 2,935 | $ | 5.19 | |||||||||
(1) Tax effected using the U.S. and applicable tax rates.
The tables below provide a reconciliation of earnings before income taxes to adjusted EBITDA and adjusted EBITDA by segment for the years ended December 31, 2022 and 2021.
| (In millions) | 2022 | 2021 | Change | ||||||||||||||
| Earnings before income taxes | $ | 5,233 | $ | 3,313 | $ | 1,920 | |||||||||||
| Interest expense | 396 | 265 | 131 | ||||||||||||||
| Depreciation and amortization | 1,028 | 996 | 32 | ||||||||||||||
| Gains on sale of assets | (44) | (77) | 33 | ||||||||||||||
| Asset impairment, restructuring, and settlement charges | 148 | 300 | (152) | ||||||||||||||
| Railroad maintenance expense | 67 | 67 | — | ||||||||||||||
| Expenses related to acquisitions | 2 | 7 | (5) | ||||||||||||||
| Loss on debt extinguishment | — | 36 | (36) | ||||||||||||||
| Adjusted EBITDA | $ | 6,830 | $ | 4,907 | $ | 1,923 | |||||||||||
| (In millions) | 2022 | 2021 | Change | ||||||||||||||
| Ag Services and Oilseeds | $ | 4,740 | $ | 3,145 | 1,595 | ||||||||||||
| Carbohydrate Solutions | 1,675 | 1,616 | 59 | ||||||||||||||
| Nutrition | 996 | 912 | 84 | ||||||||||||||
| Other Business | 227 | 32 | 195 | ||||||||||||||
| Corporate | (808) | (798) | (10) | ||||||||||||||
| Adjusted EBITDA | $ | 6,830 | $ | 4,907 | $ | 1,923 | |||||||||||
37
| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) | ||||
Liquidity and Capital Resources
A Company objective is to have sufficient liquidity, balance sheet strength, and financial flexibility to fund the operating and capital requirements of a capital intensive agricultural commodity-based business. The Company depends on access to credit markets, which can be impacted by its credit rating and factors outside of ADM’s control, to fund its working capital needs and capital expenditures. The primary source of funds to finance ADM’s operations, capital expenditures, and advancement of its growth strategy is cash generated by operations and lines of credit, including a commercial paper borrowing facility and accounts receivable securitization programs. In addition, the Company believes it has access to funds from public and private equity and debt capital markets in both U.S. and international markets.
Cash provided by operating activities was $3.5 billion in 2022 compared to $6.6 billion in 2021. Working capital changes as described below decreased cash by $1.5 billion in the current year compared to an increase of $2.7 billion in the prior year. Segregated investments increased approximately $1.5 billion due to increased trading activity in the Company’s futures commission and brokerage business. Trade receivables increased $1.7 billion primarily due to higher revenues. Inventories increased $0.3 billion due to higher inventory prices, partially offset by lower inventory volumes. Trade payables increased $1.4 billion due to increased payables related to inventory purchases and higher costs and expenses from increased operating activity during the fourth quarter of the current year compared to the same period last year. Payables to brokerage customers increased $0.9 billion due to increased customer trading activity in the Company’s futures commission and brokerage business.
Cash used in investing activities was $1.4 billion this year compared to $2.7 billion last year. Capital expenditures in the current year were $1.3 billion compared to $1.2 billion in the prior year. Net assets of businesses acquired in the prior year of $1.6 billion were related to the acquisitions of P4, Sojaprotein, and Deerland. Proceeds from sales of assets and businesses of $0.1 billion in the current year related to the sale of certain assets compared to $0.2 billion in the prior year related to the sale of the ethanol production complex in Peoria, Illinois and certain other assets.
Cash used in financing activities was $2.5 billion this year compared to $1.1 billion last year. Long-term debt borrowings in the current year of $0.8 billion consisted of the $750 million aggregate principal amount of 2.900% Notes due 2032. Long-term debt borrowings in the prior year of $1.3 billion consisted of the $750 million aggregate principal amount of 2.700% Notes due 2051 issued on September 10, 2021 and the €0.5 billion aggregate principal amount of Fixed-to-Floating Rate Senior Notes due 2022 issued in a private placement on March 25, 2021. The Company expects to apply an amount equal to the proceeds from the borrowings in the current year to finance or refinance eligible green projects and/or eligible social projects. Proceeds from the borrowings in the prior year were used to redeem debt and for general corporate purposes. Long-term debt payments in the current year of $0.5 billion consisted of the €0.5 billion aggregate principal amount of fixed-to-floating rate senior notes due 2022 issued in a private placement on March 25, 2021. Long-term debt payments in the prior year of $0.5 billion consisted of the early redemption of the $500 million aggregate principal amount of 2.750% notes due 2025 in September 2021. Net payments on short-term credit arrangements were $0.4 billion in the current year compared to $1.1 billion in the prior year. Share repurchases in the current year were $1.5 billion compared to an insignificant amount in the prior year. Dividends paid in the current year were $0.9 billion compared to $0.8 billion in the prior year.
At December 31, 2022, ADM had $1.0 billion of cash and cash equivalents and a current ratio, defined as current assets divided by current liabilities, of 1.5 to 1. Included in working capital is $9.0 billion of readily marketable commodity inventories. At December 31, 2022, the Company’s capital resources included shareholders’ equity of $24.3 billion and lines of credit, including the accounts receivable securitization programs described below, totaling $12.4 billion, of which $9.3 billion was unused. ADM’s ratio of long-term debt to total capital (the sum of long-term debt and shareholders’ equity) was 24% and 26% at December 31, 2022 and 2021, respectively. The Company uses this ratio as a measure of ADM’s long-term indebtedness and an indicator of financial flexibility. The Company’s ratio of net debt (the sum of short-term debt, current maturities of long-term debt, and long-term debt less the sum of cash and cash equivalents and short-term marketable securities) to capital (the sum of net debt and shareholders’ equity) was 25% and 28% at December 31, 2022 and 2021, respectively. Of the Company’s total lines of credit, $5.0 billion supported the commercial paper borrowing programs, against which there was $0.3 billion of commercial paper outstanding at December 31, 2022.
As of December 31, 2022, the Company had $1.0 billion of cash and cash equivalents, $0.5 billion of which is cash held by foreign subsidiaries whose undistributed earnings are considered indefinitely reinvested. Based on the Company’s historical ability to generate sufficient cash flows from its U.S. operations and unused and available U.S. credit capacity of $5.7 billion, the Company has asserted that these funds are indefinitely reinvested outside the U.S.
38
| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) | ||||
The Company has accounts receivable securitization programs (the “Programs”) with certain commercial paper conduit purchasers and committed purchasers. The Programs provide the Company with up to $2.6 billion in funding against accounts receivable transferred into the Programs and expand the Company’s access to liquidity through efficient use of its balance sheet assets (see Note 19 in Item 8 for more information and disclosures on the Programs). As of December 31, 2022, the Company utilized $2.6 billion of its facility under the Programs.
On November 5, 2014, the Company’s Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to 100,000,000 shares of the Company’s common stock during the period commencing January 1, 2015 and ending December 31, 2019. On August 7, 2019, the Company’s Board of Directors approved the extension of the stock repurchase program through December 31, 2024 and the repurchase of up to an additional 100,000,000 shares under the extended program. The Company has acquired approximately 112.2 million shares under this program and its extension as of December 31, 2022.
As of December 31, 2022, the Company has total available liquidity of $10.3 billion comprised of cash and cash equivalents and unused lines of credit.
In 2023, the Company expects capital expenditures of $1.3 billion and additional cash outlays of approximately $1.0 billion in dividends and up to $1.0 billion in opportunistic share repurchases, subject to other strategic uses of capital and the evolution of operating cash flows and the working capital position throughout the year.
The Company’s purchase obligations as of December 31, 2022 and 2021 were $15.8 billion and $18.6 billion, respectively. The change is primarily related to a decrease in obligations to purchase agricultural commodity inventories and other commitments. As of December 31, 2022, the Company expects to make payments related to purchase obligations of $14.8 billion within the next twelve months. The Company’s other material cash requirements within the next 12 months include commercial paper outstanding of $0.3 billion, current maturities of long-term debt of $0.9 billion, interest payments of $0.3 billion, operating lease payments of $0.3 billion, transition tax liability of $37 million, and pension and other postretirement plan contributions of $107 million. The Company expects to make payments related to purchase obligations and other material cash requirements beyond the next twelve months of $16.8 billion.
The Company’s credit facilities and certain debentures require the Company to comply with specified financial and non-financial covenants including maintenance of minimum tangible net worth as well as limitations related to incurring liens, secured debt, and certain other financing arrangements. The Company was in compliance with these covenants as of December 31, 2022.
The three major credit rating agencies have maintained the Company’s credit ratings at solid investment grade levels with stable outlooks.
Critical Accounting Policies and Estimates
The process of preparing financial statements requires management to make estimates and judgments that affect the carrying values of the Company’s assets and liabilities as well as the recognition of revenues and expenses. These estimates and judgments are based on the Company’s historical experience and management’s knowledge and understanding of current facts and circumstances. Certain of the Company’s accounting policies and estimates are considered critical, as these policies and estimates are important to the depiction of the Company’s financial statements and require significant or complex judgment by management. Critical accounting estimates are those estimates made in accordance with GAAP which involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on ADM’s financial condition and results of operations. Management has discussed with the Company’s Audit Committee the development, selection, disclosure, and application of these critical accounting policies and estimates. Following are the accounting policies and estimates management considers critical to the Company’s financial statements.
39
| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) | ||||
Fair Value Measurements - Inventories and Commodity Derivatives
Description: Certain of the Company’s inventory, inventory-related payables, and commodity derivative assets and liabilities as of December 31, 2022 are valued at estimated fair values, including $9.0 billion of merchandisable agricultural commodity inventories, $1.3 billion of commodity derivative assets, $1.3 billion of commodity derivative liabilities, and $1.3 billion of inventory-related payables. Commodity derivative assets and liabilities include forward purchase and sales contracts for agricultural commodities. Merchandisable agricultural commodities are freely traded, have quoted market prices, and may be sold without significant additional processing.
Judgments and Uncertainties: Management estimates fair value for its commodity-related assets and liabilities based on exchange-quoted prices, adjusted for differences in local markets. The Company’s inventory, inventory-related payables, and commodity derivative fair value measurements are mainly based on observable market quotations without significant adjustments and are therefore reported as Level 2 within the fair value hierarchy. Level 3 fair value measurements of approximately $3.3 billion of assets and $0.7 billion of liabilities represent fair value estimates where unobservable price components represent 10% or more of the total fair value price. For more information concerning amounts reported as Level 3, see Note 4 in Item 8.
Sensitivity of Estimate to Change: Changes in the market values of these inventories and commodity contracts are recognized in the statement of earnings as a component of cost of products sold. If management used different methods or factors to estimate market value, amounts reported could differ materially. Additionally, if market conditions change subsequent to year-end, amounts reported in future periods could differ materially.
Derivatives – Designated Hedging Activities
Description: The Company, from time to time, uses derivative contracts designated as cash flow hedges to hedge the purchase or sales price of anticipated volumes of commodities to be purchased and processed in a future month. See Note 5 in Item 8 for additional information.
Judgments and Uncertainties: Assuming normal market conditions, the change in the market value of such derivative contracts has historically been, and is expected to continue to be, highly effective at offsetting changes in price movements of the hedged item.
Sensitivity of Estimate to Change: Gains and losses arising from open and closed hedging transactions are deferred in accumulated other comprehensive income, net of applicable income taxes, and recognized as a component of cost of products sold and revenues in the statement of earnings when the hedged item is recognized in earnings. If it is determined that the derivative instruments used are no longer effective at offsetting changes in the price of the hedged item, then the changes in the market value of these exchange-traded futures and exchange-traded and over-the-counter (OTC) option contracts would be recorded immediately in the statement of earnings as a component of revenues and/or cost of products sold.
Income Taxes
Description: The Company accounts for income taxes in accordance with the applicable accounting standards. These standards prescribe a minimum threshold a tax position is required to meet before being recognized in the consolidated financial statements. Deferred taxes are recognized for the estimated taxes ultimately payable or recoverable based on enacted tax law. Changes in enacted tax rates are reflected in the tax provision as they occur.
Judgments and Uncertainties: ADM calculates its provision for income taxes based on the statutory tax rates and tax planning opportunities available to the Company in the various jurisdictions in which it operates. The Company uses judgment in evaluating the Company’s tax positions and determining its annual tax provision.
40
| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) | ||||
Sensitivity of Estimate to Change: While ADM considers all of its tax positions fully supportable, the Company faces challenges from U.S. and foreign tax authorities regarding the amount of taxes due. The Company recognizes a tax position in its consolidated financial statements when it is determined to be more likely than not to be sustained upon examination, based on its technical merits. The position is then measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. For example, the Company has received tax assessments from tax authorities in Argentina and the Netherlands, challenging income tax positions taken by subsidiaries of the Company. The Company evaluated its tax positions for these matters and concluded, based in part upon advice from legal counsel, that it was appropriate to recognize the tax benefits of these positions that are more likely than not to be sustained upon examination, based on their technical merits (see Note 13 in Item 8 for additional information).
Business Combinations
Description: The Company’s acquisitions are accounted for in accordance with Accounting Standards Codification (ASC) Topic 805, Business Combinations, as amended. The consideration transferred is allocated to various assets acquired and liabilities assumed at their estimated fair values as of the acquisition date with the residual allocated to goodwill. The Company accounts for any redeemable noncontrolling interest in temporary equity - redeemable noncontrolling interest at redemption value with periodic changes recorded in retained earnings.
Judgments and Uncertainties: Fair values allocated to assets acquired and liabilities assumed in business combinations require management to make significant judgments, estimates, and assumptions, especially with respect to intangible assets. Management makes estimates of fair values based upon assumptions it believes to be reasonable. These estimates are based upon historical experience and information obtained from the management of the acquired companies and are inherently uncertain. The estimated fair values related to intangible assets primarily consist of customer relationships, trademarks, and developed technology which are determined primarily using discounted cash flow models. Estimates in the discounted cash flow models include, but are not limited to, certain assumptions that form the basis of the forecasted results (e.g. revenue growth rates, customer attrition rates, and royalty rates). These significant assumptions are forward looking and could be affected by future economic and market conditions.
Sensitivity of Estimate to Change: During the measurement period, which may take up to one year from the acquisition date, adjustments due to changes in the estimated fair value of assets acquired and liabilities assumed may be recorded as adjustments to the consideration transferred and related allocations. Upon the conclusion of the measurement period or the final determination of the values of assets acquired and liabilities assumed, whichever comes first, any such adjustments are charged to the consolidated statements of earnings.
Goodwill
Description: Goodwill is subject to annual impairment tests. The Company evaluates goodwill for impairment at the reporting unit level annually on October 1 or whenever there are indicators that the carrying value may not be fully recoverable. The Company has seven reporting units with goodwill identified at one level below the operating segment using the criteria in ASC 350, Intangibles - Goodwill and Other (Topic 350).
Judgments and Uncertainties: The Company adopted the provisions of Topic 350, which permits, but does not require, a company to qualitatively assess indicators of a reporting unit’s fair value. If after completing the qualitative assessment, a company believes it is likely that a reporting unit is impaired, a discounted cash flow analysis is prepared to estimate fair value. Critical estimates in the determination of the fair value of each reporting unit include, but are not limited to, future expected cash flows, revenue growth, and discount rates. During the year ended December 31, 2022, the Company evaluated goodwill for impairment using a qualitative assessment in five reporting units and using a quantitative assessment in two reporting units.
Sensitivity of Estimate to Change: The Company recorded goodwill impairment charges of $5 million and $1 million during the years ended December 31, 2021 and 2020, respectively (see Note 18 in Item 8 for more information). There was no goodwill impairment charge recorded for the year ended December 31, 2022. The estimated fair values of the reporting units evaluated for impairment using a quantitative assessment were substantially in excess of their carrying values. If management used different estimates and assumptions in its impairment tests, then the Company could recognize different amounts of expense over future periods.
41
| Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | ||||
The market risk inherent in the Company’s market risk sensitive instruments and positions is the potential loss arising from adverse changes in: commodity market prices as they relate to the Company’s net commodity position, foreign currency exchange rates, and interest rates as described below.
Commodities
The availability and prices of agricultural commodities are subject to wide fluctuations due to factors such as changes in weather conditions, crop disease, plantings, government programs and policies, competition, changes in global demand, changes in customer preferences and standards of living, and global production of similar and competitive crops.
The Company manages its exposure to adverse price movements of agricultural commodities used for, and produced in, its business operations, by entering into derivative and non-derivative contracts which reduce the Company’s overall short or long commodity position. Additionally, the Company uses exchange-traded futures and exchange-traded and over-the-counter option contracts as components of merchandising strategies designed to enhance margins. The results of these strategies can be significantly impacted by factors such as the correlation between the value of exchange-traded commodities futures contracts and the cash prices of the underlying commodities, counterparty contract defaults, and volatility of freight markets. In addition, the Company, from time-to-time, enters into derivative contracts which are designated as hedges of specific volumes of commodities that will be purchased and processed, or sold, in a future month. The changes in the market value of such futures contracts have historically been, and are expected to continue to be, highly effective at offsetting changes in price movements of the hedged item. Gains and losses arising from open and closed designated hedging transactions are deferred in other comprehensive income, net of applicable taxes, and recognized as a component of cost of products sold or revenues in the statement of earnings when the hedged item is recognized.
The Company’s commodity position consists of merchandisable agricultural commodity inventories, related purchase and sales contracts, energy and freight contracts, and exchange-traded futures and exchange-traded and over-the-counter option contracts including contracts used to hedge anticipated transactions.
The fair value of the Company’s commodity position is a summation of the fair values calculated for each commodity by valuing all of the commodity positions at quoted market prices for the period, where available, or utilizing a close proxy. The Company has established metrics to monitor the amount of market risk exposure, which consist of volumetric limits, and value-at-risk (VaR) limits. VaR measures the potential loss, at a 95% confidence level, that could be incurred over a one year period. Volumetric limits are monitored daily and VaR calculations and sensitivity analysis are monitored weekly.
In addition to measuring the hypothetical loss resulting from an adverse two standard deviation move in market prices (assuming no correlations) over a one year period using VaR, sensitivity analysis is performed measuring the potential loss in fair value resulting from a hypothetical 10% adverse change in market prices. The highest, lowest, and average weekly position for the years ended December 31, 2022 and 2021 together with the market risk from a hypothetical 10% adverse price change is as follows:
| December 31, 2022 | December 31, 2021 | |||||||||||||||||||||||||
| Long/(Short) | Fair Value | Market Risk | Fair Value | Market Risk | ||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Highest position | $ | 986 | $ | 99 | $ | 1,426 | $ | 143 | ||||||||||||||||||
| Lowest position | 44 | 4 | (98) | (10) | ||||||||||||||||||||||
| Average position | 388 | 39 | 671 | 67 | ||||||||||||||||||||||
The change in fair value of the average position was due to the decrease in prices of certain commodities and, to a lesser extent, the overall decrease in average quantities.
42
| Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued) | ||||
Currencies
The Company has consolidated subsidiaries in more than 70 countries. For the majority of the Company’s subsidiaries located outside the United States, the local currency is the functional currency except certain significant subsidiaries in Switzerland where Euro is the functional currency, and Brazil and Argentina where U.S. dollar is the functional currency. To reduce the risks associated with foreign currency exchange rate fluctuations, the Company enters into currency exchange contracts to minimize its foreign currency position related to transactions denominated primarily in Euro, British pound, Canadian dollar, and Brazilian real currencies. These currencies represent the major functional or local currencies in which recurring business transactions occur. The Company also uses currency exchange contracts as hedges against amounts indefinitely invested in foreign subsidiaries and affiliates. The currency exchange contracts used are forward contracts, swaps with banks, exchange-traded futures contracts, and over-the-counter options. The changes in market value of such contracts have a high correlation to the price changes in the currency of the related transactions. The potential loss in fair value for such net currency position resulting from a hypothetical 10% adverse change in foreign currency exchange rates is not material. Effective April 1, 2022, the Company changed the functional currency of its Turkish entities to the U.S. dollar which did not have a material impact on the Company’s consolidated financial statements.
The amount the Company considers indefinitely invested in foreign subsidiaries and corporate joint ventures translated into dollars using the year-end exchange rates is $13.0 billion and $10.6 billion ($15.5 billion and $12.7 billion at historical rates) at December 31, 2022 and 2021, respectively. The increase is due to the increase in retained earnings of the foreign subsidiaries of $2.8 billion partially offset by the depreciation of foreign currencies versus the U.S. dollar of $0.4 billion. The potential loss in fair value, which would principally be recognized in Other Comprehensive Income, resulting from a hypothetical 10% adverse change in quoted foreign currency exchange rates is $1.6 billion and $1.3 billion for December 31, 2022 and 2021, respectively. Actual results may differ.
Interest
The fair value of the Company’s long-term debt is estimated using quoted market prices, where available, and discounted future cash flows based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. Market risk is estimated as the potential increase in fair value resulting from a hypothetical 50 basis points decrease in interest rates. Actual results may differ.
| December 31, 2022 | December 31, 2021 | ||||||||||
| (In millions) | |||||||||||
| Fair value of long-term debt | $ | 7,502 | $ | 9,512 | |||||||
| Fair value amount over (under) carrying value | (232) | 1,500 | |||||||||
| Market risk | 342 | 490 | |||||||||
The decrease in the fair value of long-term debt at December 31, 2022 is primarily due to higher interest rates.
43
| Item 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | ||||
| Financial Statements | Page No. | |||||||||||||
| Consolidated Statements of Earnings | ||||||||||||||
| Consolidated Statements of Comprehensive Income (Loss) | ||||||||||||||
| Consolidated Balance Sheets | ||||||||||||||
| Consolidated Statements of Cash Flows | ||||||||||||||
| Consolidated Statements of Shareholders’ Equity | ||||||||||||||
| Notes to Consolidated Financial Statements | ||||||||||||||
| Reports of Independent Registered Public Accounting Firm | PCAOB ID: | 42 | ||||||||||||
44
Archer-Daniels-Midland Company
Consolidated Statements of Earnings
| Year Ended | |||||||||||||||||
| (In millions, except per share amounts) | December 31 | ||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Revenues | $ | 101,556 | $ | 85,249 | $ | 64,355 | |||||||||||
| Cost of products sold | 93,986 | 79,262 | 59,902 | ||||||||||||||
| Gross Profit | 7,570 | 5,987 | 4,453 | ||||||||||||||
| Selling, general and administrative expenses | 3,358 | 2,994 | 2,687 | ||||||||||||||
| Asset impairment, exit, and restructuring costs | 66 | 164 | 80 | ||||||||||||||
| Equity in earnings of unconsolidated affiliates | (832) | (595) | (579) | ||||||||||||||
| Loss on debt extinguishment | — | 36 | 409 | ||||||||||||||
| Interest and investment income | (293) | (96) | (111) | ||||||||||||||
| Interest expense | 396 | 265 | 339 | ||||||||||||||
| Other (income) expense - net | (358) | (94) | (255) | ||||||||||||||
| Earnings Before Income Taxes | 5,233 | 3,313 | 1,883 | ||||||||||||||
| Income tax expense | 868 | 578 | 101 | ||||||||||||||
| Net Earnings Including Noncontrolling Interests | 4,365 | 2,735 | 1,782 | ||||||||||||||
| Less: Net earnings (losses) attributable to noncontrolling interests | 25 | 26 | 10 | ||||||||||||||
| Net Earnings Attributable to Controlling Interests | $ | 4,340 | $ | 2,709 | $ | 1,772 | |||||||||||
| Average number of shares outstanding – basic | 562 | 564 | 561 | ||||||||||||||
| Average number of shares outstanding – diluted | 563 | 566 | 565 | ||||||||||||||
| Basic earnings per common share | $ | 7.72 | $ | 4.80 | $ | 3.16 | |||||||||||
| Diluted earnings per common share | $ | 7.71 | $ | 4.79 | $ | 3.15 | |||||||||||
See notes to consolidated financial statements.
45
Archer-Daniels-Midland Company
Consolidated Statements of Comprehensive Income (Loss)
| Year Ended | |||||||||||||||||
| (In millions) | December 31 | ||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Net earnings including noncontrolling interests | $ | 4,365 | $ | 2,735 | $ | 1,782 | |||||||||||
| Other comprehensive income (loss): | |||||||||||||||||
| Foreign currency translation adjustment | (301) | 279 | (362) | ||||||||||||||
| Tax effect | (93) | (103) | 97 | ||||||||||||||
| Net of tax amount | (394) | 176 | (265) | ||||||||||||||
| Pension and other postretirement benefit liabilities adjustment | 140 | 289 | (113) | ||||||||||||||
| Tax effect | (15) | (71) | 16 | ||||||||||||||
| Net of tax amount | 125 | 218 | (97) | ||||||||||||||
| Deferred gain (loss) on hedging activities | (84) | 33 | 254 | ||||||||||||||
| Tax effect | 7 | 7 | (57) | ||||||||||||||
| Net of tax effect | (77) | 40 | 197 | ||||||||||||||
| Unrealized gain (loss) on investments | (12) | (2) | (27) | ||||||||||||||
| Tax effect | 1 | — | — | ||||||||||||||
| Net of tax effect | (11) | (2) | (27) | ||||||||||||||
| Other comprehensive income (loss) | (357) | 432 | (192) | ||||||||||||||
| Comprehensive income (loss) | 4,008 | 3,167 | 1,590 | ||||||||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | 5 | 26 | 17 | ||||||||||||||
| Comprehensive income (loss) attributable to controlling interests | $ | 4,003 | $ | 3,141 | $ | 1,573 | |||||||||||
See notes to consolidated financial statements.
46
Archer-Daniels-Midland Company
Consolidated Balance Sheets
| (In millions) | December 31, 2022 | December 31, 2021 | |||||||||
| Assets | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | 1,037 | $ | 943 | |||||||
| Segregated cash and investments | 9,010 | 8,016 | |||||||||
| Trade receivables - net | 4,926 | 3,311 | |||||||||
| Inventories | 14,771 | 14,481 | |||||||||
| Other current assets | 5,666 | 5,158 | |||||||||
| Total Current Assets | 35,410 | 31,909 | |||||||||
| Investments and Other Assets | |||||||||||
| Investments in and advances to affiliates | 5,467 | 5,285 | |||||||||
| Goodwill and other intangible assets | 6,544 | 6,747 | |||||||||
| Right-of-use assets | 1,088 | 1,023 | |||||||||
| Other assets | 1,332 | 1,369 | |||||||||
| Total Investments and Other Assets | 14,431 | 14,424 | |||||||||
| Property, Plant, and Equipment | |||||||||||
| Land and land improvements | 502 | 554 | |||||||||
| Buildings | 5,639 | 5,597 | |||||||||
| Machinery and equipment | 19,194 | 19,112 | |||||||||
| Construction in progress | 1,440 | 960 | |||||||||
| 26,775 | 26,223 | ||||||||||
| Accumulated depreciation | (16,842) | (16,420) | |||||||||
| Net Property, Plant, and Equipment | 9,933 | 9,803 | |||||||||
| Total Assets | $ | 59,774 | $ | 56,136 | |||||||
| Liabilities, Temporary Equity, and Shareholders’ Equity | |||||||||||
| Current Liabilities | |||||||||||
| Short-term debt | $ | 503 | $ | 958 | |||||||
| Trade payables | 7,803 | 6,388 | |||||||||
| Payables to brokerage customers | 9,856 | 8,965 | |||||||||
| Current lease liabilities | 292 | 277 | |||||||||
| Accrued expenses and other payables | 4,795 | 4,790 | |||||||||
| Current maturities of long-term debt | 942 | 570 | |||||||||
| Total Current Liabilities | 24,191 | 21,948 | |||||||||
| Long-Term Liabilities | |||||||||||
| Long-term debt | 7,735 | 8,011 | |||||||||
| Deferred income taxes | 1,402 | 1,412 | |||||||||
| Non-current lease liabilities | 816 | 765 | |||||||||
| Other | 1,014 | 1,233 | |||||||||
| Total Long-Term Liabilities | 10,967 | 11,421 | |||||||||
| Temporary Equity - Redeemable noncontrolling interest | 299 | 259 | |||||||||
| Shareholders’ Equity | |||||||||||
| Common stock | 3,147 | 2,994 | |||||||||
| Reinvested earnings | 23,646 | 21,655 | |||||||||
| Accumulated other comprehensive income (loss) | (2,509) | (2,172) | |||||||||
| Noncontrolling interests | 33 | 31 | |||||||||
| Total Shareholders’ Equity | 24,317 | 22,508 | |||||||||
| Total Liabilities, Temporary Equity, and Shareholders’ Equity | $ | 59,774 | $ | 56,136 | |||||||
See notes to consolidated financial statements.
47
Archer-Daniels-Midland Company
Consolidated Statements of Cash Flows
| (In millions) | Year Ended December 31 | ||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Operating Activities | |||||||||||||||||
| Net earnings including noncontrolling interests | $ | 4,365 | $ | 2,735 | $ | 1,782 | |||||||||||
| Adjustments to reconcile net earnings to net cash provided by (used in) operating results | |||||||||||||||||
| Depreciation and amortization | 1,028 | 996 | 976 | ||||||||||||||
| Asset impairment charges | 37 | 125 | 54 | ||||||||||||||
| Deferred income taxes | (89) | (129) | 75 | ||||||||||||||
| Equity in earnings of affiliates, net of dividends | (457) | (177) | (298) | ||||||||||||||
| Stock compensation expense | 147 | 161 | 151 | ||||||||||||||
| Deferred cash flow hedges | (84) | 34 | 254 | ||||||||||||||
| Loss on debt extinguishment | — | 36 | 409 | ||||||||||||||
| (Gain) loss on sales of assets and businesses/investment revaluation | (115) | (149) | (161) | ||||||||||||||
| Other – net | 178 | 309 | (113) | ||||||||||||||
| Changes in operating assets and liabilities, net of acquisitions and dispositions | |||||||||||||||||
| Segregated investments | (1,512) | 400 | 408 | ||||||||||||||
| Trade receivables | (1,682) | (578) | (149) | ||||||||||||||
| Inventories | (295) | (2,839) | (2,426) | ||||||||||||||
| Deferred consideration in securitized receivables | — | — | (4,603) | ||||||||||||||
| Other current assets | (279) | 1,298 | (2,126) | ||||||||||||||
| Trade payables | 1,389 | 1,919 | 694 | ||||||||||||||
| Payables to brokerage customers | 891 | 2,527 | 1,400 | ||||||||||||||
| Accrued expenses and other payables | (44) | (73) | 1,287 | ||||||||||||||
| Total Operating Activities | 3,478 | 6,595 | (2,386) | ||||||||||||||
| Investing Activities | |||||||||||||||||
| Capital expenditures | (1,319) | (1,169) | (823) | ||||||||||||||
| Net assets of businesses acquired | (22) | (1,564) | (15) | ||||||||||||||
| Proceeds from sales of assets and businesses | 131 | 245 | 728 | ||||||||||||||
| Investments in affiliates | (77) | (34) | (5) | ||||||||||||||
| Investments in retained interest in securitized receivables | — | — | (2,121) | ||||||||||||||
| Proceeds from retained interest in securitized receivables | — | — | 6,724 | ||||||||||||||
| Cost method investments | (155) | (69) | (30) | ||||||||||||||
| Other – net | 42 | (78) | 7 | ||||||||||||||
| Total Investing Activities | (1,400) | (2,669) | 4,465 | ||||||||||||||
| Financing Activities | |||||||||||||||||
| Long-term debt borrowings | 752 | 1,329 | 1,791 | ||||||||||||||
| Long-term debt payments | (482) | (534) | (2,136) | ||||||||||||||
| Net borrowings (payments) under lines of credit agreements | (428) | (1,085) | 837 | ||||||||||||||
| Share repurchases | (1,450) | — | (133) | ||||||||||||||
| Cash dividends | (899) | (834) | (809) | ||||||||||||||
| Other – net | 8 | 6 | 27 | ||||||||||||||
| Total Financing Activities | (2,499) | (1,118) | (423) | ||||||||||||||
| Increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents | (421) | 2,808 | 1,656 | ||||||||||||||
| Cash, cash equivalents, restricted cash, and restricted cash equivalents – beginning of year | 7,454 | 4,646 | 2,990 | ||||||||||||||
Cash, cash equivalents, restricted cash, and restricted cash equivalents – end of year | $ | 7,033 | $ | 7,454 | $ | 4,646 | |||||||||||
| Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents to the consolidated balance sheets | |||||||||||||||||
| Cash and cash equivalents | $ | 1,037 | $ | 943 | $ | 666 | |||||||||||
| Restricted cash and restricted cash equivalents included in segregated cash and investments | 5,996 | 6,511 | 3,980 | ||||||||||||||
| Total cash, cash equivalents, restricted cash, and restricted cash equivalents | $ | 7,033 | $ | 7,454 | $ | 4,646 | |||||||||||
| Cash paid for interest and income taxes were as follows: | |||||||||||||||||
| Interest | $ | 409 | $ | 276 | $ | 345 | |||||||||||
| Income taxes | $ | 708 | $ | 553 | $ | 195 | |||||||||||
| Supplemental Disclosure of Noncash Investing Activity: | |||||||||||||||||
| Retained interest in securitized receivables | $ | — | $ | — | $ | 4,656 | |||||||||||
See notes to consolidated financial statements.
48
Archer-Daniels-Midland Company
Consolidated Statements of Shareholders’ Equity
| Accumulated Other | Total | ||||||||||||||||||||||||||||||||||
| Common Stock | Reinvested | Comprehensive | Noncontrolling | Shareholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | Earnings | Income (Loss) | Interests | Equity | ||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||
| Balance, December 31, 2019 | 557 | $ | 2,655 | $ | 18,958 | $ | (2,405) | $ | 17 | $ | 19,225 | ||||||||||||||||||||||||
| Impact of ASC 326 (see Note 1) | (8) | (8) | |||||||||||||||||||||||||||||||||
| Balance, January 1, 2020 | 557 | $ | 2,655 | $ | 18,950 | $ | (2,405) | $ | 17 | $ | 19,217 | ||||||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||||||||||||||
| Net earnings | 1,772 | 10 | |||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | (199) | 7 | |||||||||||||||||||||||||||||||||
| Total comprehensive income | 1,590 | ||||||||||||||||||||||||||||||||||
| Cash dividends paid-$1.44 per share | (809) | (809) | |||||||||||||||||||||||||||||||||
| Share repurchases | (4) | (133) | (133) | ||||||||||||||||||||||||||||||||
| Stock compensation expense | 2 | 151 | 151 | ||||||||||||||||||||||||||||||||
| Stock option exercises net of taxes | 1 | 20 | 20 | ||||||||||||||||||||||||||||||||
| Other | — | (2) | — | (12) | (14) | ||||||||||||||||||||||||||||||
| Balance, December 31, 2020 | 556 | $ | 2,824 | $ | 19,780 | $ | (2,604) | $ | 22 | $ | 20,022 | ||||||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||||||||||||||
| Net earnings | 2,709 | 26 | |||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | 432 | — | |||||||||||||||||||||||||||||||||
| Total comprehensive income | 3,167 | ||||||||||||||||||||||||||||||||||
| Cash dividends paid-$1.48 per share | (834) | (834) | |||||||||||||||||||||||||||||||||
| Stock compensation expense | 3 | 161 | 161 | ||||||||||||||||||||||||||||||||
| Stock option exercises net of taxes | 1 | 4 | 4 | ||||||||||||||||||||||||||||||||
| Other | — | 5 | — | (17) | (12) | ||||||||||||||||||||||||||||||
| Balance, December 31, 2021 | 560 | $ | 2,994 | $ | 21,655 | $ | (2,172) | $ | 31 | $ | 22,508 | ||||||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||||||||||||||
| Net earnings | 4,340 | 25 | |||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | (337) | (20) | |||||||||||||||||||||||||||||||||
| Total comprehensive income | 4,008 | ||||||||||||||||||||||||||||||||||
| Cash dividends paid-$1.60 per share | (899) | (899) | |||||||||||||||||||||||||||||||||
| Share repurchases | (17) | (1,450) | (1,450) | ||||||||||||||||||||||||||||||||
| Stock compensation expense | 3 | 147 | 147 | ||||||||||||||||||||||||||||||||
| Stock option exercises net of taxes | 1 | 4 | 4 | ||||||||||||||||||||||||||||||||
| Other | — | 2 | — | (3) | (1) | ||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | 547 | $ | 3,147 | $ | 23,646 | $ | (2,509) | $ | 33 | $ | 24,317 | ||||||||||||||||||||||||
See notes to consolidated financial statements.
49
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
Nature of Business
ADM unlocks the power of nature to enrich the quality of life. The Company is an indispensable global agricultural supply chain manager and processor; a premier human and animal nutrition provider; a trailblazer in groundbreaking solutions to support healthier living; an industry-leading innovator in replacing petroleum-based products; and a leader in sustainability. ADM’s breadth, depth, insights, facilities and logistical expertise give the Company unparalleled capabilities to meet demand driven by global trends related to food security, health and well-being, and sustainability of the agriculture and food value chains. From the seed of the idea to the outcome of the solution, ADM gives customers an edge in solving the nutritional and sustainability challenges of today and tomorrow.
The Company is one of the world’s leading producers of ingredients for sustainable nutrition. From staple foods, such as flour, oils, and sweeteners, to innovative alternatives like plant-based meat and dairy, ADM offers the industry’s broadest portfolio of food and beverage solutions. The Company is also a leader in animal nutrition. Today, more and more people want to feed their pets with the same kind of clean, simple, and healthy products that they eat themselves, and consumers expect livestock and poultry to be fed and raised naturally, humanely, and sustainably. ADM offers a range of ingredients, flavors, and solutions from nature to meet every animal’s needs.
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. 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.
Use of Estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect amounts reported in its consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Cash Equivalents
The Company considers all non-segregated, highly-liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents.
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 statement of cash flows.
50
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 1. Summary of Significant Accounting Policies (Continued)
Receivables
The Company records accounts receivable at net realizable value. This value includes an allowance for estimated uncollectible accounts to reflect any loss anticipated on the accounts receivable balances including any accrued interest receivables 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. The Company recorded bad debt expense in selling, general, and administrative expenses of $88 million, $32 million, and $47 million in the years ended December 31, 2022, 2021, and 2020, respectively.
Changes to the allowance for estimated uncollectible accounts are as follows:
| Year Ended December 31 | ||||||||
| 2022 | 2021 | |||||||
| Beginning, January 1 | $ | 122 | $ | 100 | ||||
| Current year provisions | 88 | 32 | ||||||
| Recoveries | 2 | 5 | ||||||
| Write-offs against allowance | (12) | (28) | ||||||
| Foreign exchange translation adjustment | (2) | (1) | ||||||
| Other | 1 | 14 | ||||||
| Ending, December 31 | $ | 199 | $ | 122 | ||||
Effective January 1, 2020, the Company adopted Accounting Standards Codification (ASC) Topic 326, Financial Instruments - Credit Losses (Topic 326), and recorded a cumulative effect adjustment to retained earnings at January 1, 2020 of $8 million as a result of the adoption of Topic 326.
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. Prior to January 1, 2020, the Company also valued certain of its agricultural commodity inventories using the last-in, first-out (LIFO) method at the lower of cost or net realizable value.
Effective January 1, 2020, the Company changed the method of accounting for certain of its agricultural commodity inventories from the LIFO method to market value in the Ag Services and Oilseeds segment. The Company concluded that the accounting change did not have a material effect on prior periods’ financial statements and elected not to apply the change on a retrospective basis. As a result, the Company recorded a reduction in cost of products sold of $91 million ($69 million after tax, equal to $0.12 per diluted share) for the cumulative effect of the change in the year ended December 31, 2020 with no impact to the statement of cash flows. The change did not have a material impact on the Company’s results for the year ended December 31, 2020.
If the Company had not made the accounting change, the effect of LIFO valuation on ADM’s operating results would have been an increase in cost of goods sold of $147 million ($113 million after tax, equal to $0.20 per diluted share) in the year ended December 31, 2020, with no impact to the consolidated statement of cash flows.
51
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 1. Summary of Significant Accounting Policies (Continued)
The following table sets forth the Company’s inventories as of December 31, 2022 and 2021.
| December 31, 2022 | December 31, 2021 | ||||||||||
| (In millions) | |||||||||||
| Raw materials and supplies | $ | 6,975 | $ | 7,331 | |||||||
| Finished goods | 7,796 | 7,150 | |||||||||
| Total inventories | $ | 14,771 | $ | 14,481 | |||||||
Included in raw materials and supplies are work in process inventories which were not material as of December 31, 2022 and 2021.
Fair Value Measurements
The Company determines fair value based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the market approach valuation technique to measure the majority of its assets and liabilities carried at fair value. Three levels are established within the fair value hierarchy that may be used to report fair value: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Observable inputs, including Level 1 prices that have been adjusted; quoted prices for similar assets or liabilities; quoted prices in markets that are less active than traded exchanges; and other inputs that are observable or can be substantially corroborated by observable market data. Level 3: Unobservable inputs that are supported by little or no market activity and that are a significant component of the fair value of the assets or liabilities. In evaluating the significance of fair value inputs, the Company generally classifies assets or liabilities as Level 3 when their fair value is determined using unobservable inputs that individually or when aggregated with other unobservable inputs, represent more than 10% of the fair value of the assets or liabilities. Judgment is required in evaluating both quantitative and qualitative factors in the determination of significance for purposes of fair value level classification. Level 3 amounts can include assets and liabilities whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as assets and liabilities for which the determination of fair value requires significant management judgment or estimation.
Based on historical experience with the Company’s suppliers and customers, the Company’s own credit risk and knowledge of current market conditions, the Company does not view nonperformance risk to be a significant input to fair value for the majority of its forward commodity purchase and sale contracts. However, in certain cases, if the Company believes the nonperformance risk to be a significant input, the Company records estimated fair value adjustments, and classifies the measurement in Level 3.
In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy. The lowest level of input that is a significant component of the fair value measurement determines the placement of the entire fair value measurement in the hierarchy. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the classification of fair value assets and liabilities within the fair value hierarchy levels.
The Company’s policy regarding the timing of transfers between levels, including both transfers into and transfers out of Level 3, is to measure and record the transfers at the end of the reporting period.
52
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 1. Summary of Significant Accounting Policies (Continued)
Derivatives
The Company recognizes all of its derivative instruments as either assets or liabilities at fair value in its consolidated balance sheet. Unrealized gains are reported as other current assets and unrealized losses are reported as accrued expenses and other payables. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and on the type of hedging relationship. The majority of the Company’s derivatives have not been designated as hedging instruments, and as such, changes in fair value of these derivatives are recognized in earnings immediately. For those derivative instruments that are designated and qualify as hedging instruments, the Company designates the hedging instrument, based upon the exposure being hedged, as a cash flow hedge or a net investment hedge.
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 flows that is attributable to a particular risk), the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income (loss) (AOCI) and as an operating activity in the statement of cash flows and reclassified into earnings in the same line item affected by the hedged transaction and 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 statement of earnings during the current period.
For derivative instruments that are designated and qualify as net investment hedges, foreign exchange gains and losses related to changes in foreign currency exchange rates are deferred in AOCI until the underlying investment is divested.
Cost Method Investments
Cost method investments of $488 million and $297 million as of December 31, 2022 and 2021, respectively, are included in Other Assets in the Company’s consolidated balance sheets. Revaluation gains of $37 million, $49 million, and $23 million for the years ended December 31, 2022, 2021, and 2020, respectively, in connection with observable third-party transactions, are recorded in interest and investment income in the Company’s consolidated statements of earnings. As of December 31, 2022, the cumulative amount of upward adjustments is $113 million.
Property, Plant, and Equipment
Property, plant, and equipment are recorded at cost. Repair and maintenance costs are expensed as incurred. The Company uses the straight-line method in computing depreciation for financial reporting purposes and generally uses accelerated methods for income tax purposes. The annual provisions for depreciation have been computed principally in accordance with the following ranges of asset lives: buildings - 15 to 40 years; machinery and equipment - 3 to 40 years. The Company capitalized interest on major construction projects in progress of $20 million, $17 million, and $14 million for the years ended December 31, 2022, 2021, and 2020, respectively.
Income Taxes
The Company accounts for income taxes in accordance with the liability method. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and reported amounts in the consolidated financial statements using statutory rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recorded in the results of operations in the period that includes the enactment date under the law. Applicable accounting standards prescribe a minimum threshold a tax position is required to meet before being recognized in the consolidated financial statements. The Company recognizes in its consolidated financial statements tax positions determined more likely than not to be sustained upon examination, based on the technical merits of the position.
The Company classifies interest on income tax-related balances as interest expense and classifies tax-related penalties as selling, general, and administrative expenses. Income tax effects from AOCI are released when the individual units of account are sold, terminated, or extinguished.
53
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 1. Summary of Significant Accounting Policies (Continued)
Goodwill and other intangible assets
Goodwill and other intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests. Definite-lived intangible assets, including capitalized expenses related to the Company’s 1ADM program such as third-party configuration costs and internal labor, are amortized over their estimated useful lives of 1 to 50 years and are reviewed for impairment whenever there are indicators that the carrying value of the assets may not be fully recoverable. The Company’s accounting policy is to evaluate goodwill and other intangible assets with indefinite lives for impairment on October 1 of each fiscal year or whenever there are indicators that the carrying value of the assets may not be fully recoverable. The Company recorded impairment charges totaling $2 million related to customer lists, $52 million related to goodwill and other intangibles, and $26 million related to customer lists during the years ended December 31, 2022, 2021, and 2020, respectively (see Note 9 for additional information).
Asset Abandonments and Write-Downs
The Company evaluates long-lived assets for impairment whenever indicators of impairment exist. In addition, assets are written down to fair value after consideration of the Company’s ability to utilize the assets for their intended purpose, employ the assets in alternative uses, or sell the assets to recover the carrying value. Fair value is generally based on discounted cash flow analysis which relies on management’s estimate of market participant assumptions or estimated selling price for assets considered held for sale (a Level 3 measurement under applicable accounting standards). During 2022 and 2021, the Company temporarily idled certain assets which were not material. During 2020, the Company temporarily idled certain of its corn processing assets where ethanol is produced and performed a quantitative impairment assessment of those assets, resulting in no impairment charges. The Company restarted the 2020 idled facilities in April 2021. During the years ended December 31, 2022, 2021, and 2020, asset abandonment and impairment charges were $35 million, $73 million, and $28 million, respectively.
Payables to Brokerage Customers
Payables to brokerage customers represent the total of customer accounts at the Company’s futures commission merchant with credit or positive balances. Customer accounts are used primarily in connection with commodity transactions and include gains and losses on open commodity trades as well as securities and other deposits made for margins or other purposes as required by the Company or the exchange-clearing organizations or counterparties. Payables to brokerage customers have a corresponding balance in segregated cash and investments and customer omnibus receivable in other current assets.
Revenues
The Company follows a policy of recognizing revenue at a single point in time when it satisfies its performance obligation by transferring control over a product or service to a customer. For transportation service contracts, the Company recognizes revenue over time as the mode of transportation moves towards its destination in accordance with the transfer of control guidance of ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”). For physically settled derivative sales contracts that are outside the scope of Topic 606, the Company recognizes revenue when control of the inventory is transferred within the meaning of Topic 606 as required by ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“Topic 610-20”).
Stock Compensation
The Company recognizes expense for its stock compensation based on the fair value of the awards that are granted. The Company’s stock compensation plans provide for the granting of restricted stock, restricted stock units, performance stock units, and stock options. The fair values of stock options and performance stock units are estimated at the date of grant using the Black-Scholes option valuation model and a lattice valuation model, respectively. These valuation models require the input of subjective assumptions. Measured compensation cost, net of forfeitures, is recognized ratably over the vesting period of the related stock compensation award.
54
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 1. Summary of Significant Accounting Policies (Continued)
Research and Development
Costs associated with research and development are expensed as incurred and recorded within selling, general, and administrative expenses. Such costs incurred, net of expenditures subsequently reimbursed by government grants, were $216 million, $171 million, and $160 million for the years ended December 31, 2022, 2021, and 2020, respectively.
Per Share Data
Basic earnings per common share are determined by dividing net earnings attributable to controlling interests by the weighted average number of common shares outstanding. In computing diluted earnings per share, average number of common shares outstanding is increased by common stock options outstanding with exercise prices lower than the average market price of common shares using the treasury share method.
Business Combinations
The Company’s acquisitions are accounted for in accordance with ASC Topic 805, Business Combinations, as amended. The consideration transferred is allocated to various assets acquired and liabilities assumed at their estimated fair values as of the acquisition date with the residual allocated to goodwill. Fair values allocated to assets acquired and liabilities assumed in business combinations require management to make significant judgments, estimates, and assumptions, especially with respect to intangible assets. Management makes estimates of fair values based upon assumptions it believes to be reasonable. These estimates are based upon historical experience and information obtained from the management of the acquired companies and are inherently uncertain. The estimated fair values related to intangible assets primarily consist of customer relationships, trademarks, and developed technology which are determined primarily using discounted cash flow models. Estimates in the discounted cash flow models include, but are not limited to, certain assumptions that form the basis of the forecasted results (e.g. revenue growth rates, customer attrition rates, and royalty rates). These significant assumptions are forward looking and could be affected by future economic and market conditions. During the measurement period, which may take up to one year from the acquisition date, adjustments due to changes in the estimated fair value of assets acquired and liabilities assumed may be recorded as adjustments to the consideration transferred and the related allocations. Upon the conclusion of the measurement period or the final determination of the values of assets acquired and liabilities assumed, whichever comes first, any such adjustments are charged to the consolidated statements of earnings.
Redeemable Noncontrolling Interest
The Company accounts for any redeemable noncontrolling interest in temporary equity - redeemable noncontrolling interest at redemption value with periodic changes recorded in retained earnings.
Operations in Ukraine and Russia
ADM employs approximately 640 people in Ukraine and operates an oilseeds crushing plant, a grain port terminal, inland and river silos, and a trading office. Most of the facilities have been temporarily idled since February 24, 2022, some of which were brought back online during the quarter ended September 30, 2022, due in part to the opening of the Black Sea grain export corridor. The Company’s footprint in Russia is limited to operations related to the production and transport of essential food commodities and ingredients.
As a result of the ongoing conflict in Ukraine, the Company reviewed the valuation of its assets and recorded immaterial charges in the year ended December 31, 2022 related to receivables and inventories. As of December 31, 2022, ADM concluded that 1) receivables, net of allowances, are deemed collectible; and 2) commodity inventories are valued appropriately. The temporarily idled property, plant, and equipment, which is immaterial, are not considered impaired. The Company also evaluated the impact of Russia’s recent announcement of its purported annexation of four Ukrainian regions on the valuation of ADM’s assets in those regions and concluded that the assets are appropriately valued. As the conflict in Ukraine evolves, the Company will continue to review the valuation of these assets and make any required adjustments, which are not expected to be material to the Company’s consolidated financial statements.
55
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 1. Summary of Significant Accounting Policies (Continued)
Pending Accounting Standards
Through December 31, 2024, the Company has the option to adopt the amended guidance of ASC Topic 848, Reference Rate Reform, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by the reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. The expedients and exceptions provided by the amended 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. The Company plans to adopt the expedients and exceptions provided by the amended guidance before the December 31, 2024 expiry date and does not expect the adoption of the amended guidance to have an impact on the consolidated financial statements.
Effective January 1, 2023, the Company will be required to adopt the amended guidance of ASC Topic 805, Business Combinations, which improves comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. The amended guidance requires an entity (acquirer) to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The Company does not expect the adoption of this amended guidance to have a significant impact on its consolidated financial statements.
Effective January 1, 2023, the Company will be required to adopt the amended guidance of ASC Subtopic 405-50, Liabilities - Supplier Finance Programs, which enhances the transparency of supplier finance programs. The amended guidance requires an entity (buyer) in a supplier finance program to disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The adoption of this amended guidance will require the Company to provide disclosures about its supplier finance programs, if material, but is not expected to have an impact on its consolidated financial statements.
Note 2. 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 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 $818 million, $606 million, and $423 million for the years ended December 31, 2022, 2021, and 2020, 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.
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.
56
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 2. Revenues (Continued)
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 transactions 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 that the Company has yet to provide. Contract liabilities of $694 million and $581 million as of December 31, 2022 and 2021, respectively, were recorded in accrued expenses and other payables in the consolidated balance sheet. Contract liabilities recognized as revenues for the years ended December 31, 2022 and 2021 were $581 million and $626 million, respectively.
Disaggregation of Revenues
The following tables present revenue disaggregated by timing of recognition and major product lines for the years ended December 31, 2022, 2021, and 2020.
| Year Ended December 31, 2022 | |||||||||||||||||
| Topic 606 Revenue | Topic 815(1) | Total | |||||||||||||||
| Point in Time | Over Time | Total | Revenue | Revenues | |||||||||||||
| (In millions) | |||||||||||||||||
| Ag Services and Oilseeds | |||||||||||||||||
| Ag Services | $ | 4,053 | $ | 818 | $ | 4,871 | $ | 48,310 | $ | 53,181 | |||||||
| Crushing | 573 | — | 573 | 12,566 | 13,139 | ||||||||||||
| Refined Products and Other | 2,724 | — | 2,724 | 10,519 | 13,243 | ||||||||||||
| Total Ag Services and Oilseeds | 7,350 | 818 | 8,168 | 71,395 | 79,563 | ||||||||||||
| Carbohydrate Solutions | |||||||||||||||||
| Starches and Sweeteners | 7,696 | — | 7,696 | 2,555 | 10,251 | ||||||||||||
| Vantage Corn Processors | 3,710 | — | 3,710 | — | 3,710 | ||||||||||||
| Total Carbohydrate Solutions | 11,406 | — | 11,406 | 2,555 | 13,961 | ||||||||||||
| Nutrition | |||||||||||||||||
| Human Nutrition | 3,769 | — | 3,769 | — | 3,769 | ||||||||||||
| Animal Nutrition | 3,867 | — | 3,867 | — | 3,867 | ||||||||||||
| Total Nutrition | 7,636 | — | 7,636 | — | 7,636 | ||||||||||||
| Other Business | 396 | — | 396 | — | 396 | ||||||||||||
| Total Revenues | $ | 26,788 | $ | 818 | $ | 27,606 | $ | 73,950 | $ | 101,556 | |||||||
57
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 2. Revenues (Continued)
| Year Ended December 31, 2021 | |||||||||||||||||
| Topic 606 Revenue | Topic 815(1) | Total | |||||||||||||||
| Point in Time | Over Time | Total | Revenue | Revenues | |||||||||||||
| (In millions) | |||||||||||||||||
| Ag Services and Oilseeds | |||||||||||||||||
| Ag Services | $ | 2,831 | $ | 606 | $ | 3,437 | $ | 41,580 | $ | 45,017 | |||||||
| Crushing | 441 | — | 441 | 10,927 | 11,368 | ||||||||||||
| Refined Products and Other | 2,458 | — | 2,458 | 8,204 | 10,662 | ||||||||||||
| Total Ag Services and Oilseeds | 5,730 | 606 | 6,336 | 60,711 | 67,047 | ||||||||||||
| Carbohydrate Solutions | |||||||||||||||||
| Starches and Sweeteners | 5,866 | — | 5,866 | 1,745 | 7,611 | ||||||||||||
| Vantage Corn Processors | 3,499 | — | 3,499 | — | 3,499 | ||||||||||||
| Total Carbohydrate Solutions | 9,365 | — | 9,365 | 1,745 | 11,110 | ||||||||||||
| Nutrition | |||||||||||||||||
| Human Nutrition | 3,189 | — | 3,189 | — | 3,189 | ||||||||||||
| Animal Nutrition | 3,523 | — | 3,523 | — | 3,523 | ||||||||||||
| Total Nutrition | 6,712 | — | 6,712 | — | 6,712 | ||||||||||||
| Other Business | 380 | — | 380 | — | 380 | ||||||||||||
| Total Revenues | $ | 22,187 | $ | 606 | $ | 22,793 | $ | 62,456 | $ | 85,249 | |||||||
| Year Ended December 31, 2020 | |||||||||||||||||
| Topic 606 Revenue | Topic 815(1) | Total | |||||||||||||||
| Point in Time | Over Time | Total | Revenue | Revenues | |||||||||||||
| (In millions) | |||||||||||||||||
| Ag Services and Oilseeds | |||||||||||||||||
| Ag Services | $ | 3,108 | $ | 423 | $ | 3,531 | $ | 29,195 | $ | 32,726 | |||||||
| Crushing | 467 | — | 467 | 9,126 | 9,593 | ||||||||||||
| Refined Products and Other | 2,095 | — | 2,095 | 5,302 | 7,397 | ||||||||||||
| Total Ag Services and Oilseeds | 5,670 | 423 | 6,093 | 43,623 | 49,716 | ||||||||||||
| Carbohydrate Solutions | |||||||||||||||||
| Starches and Sweeteners | 4,756 | — | 4,756 | 1,631 | 6,387 | ||||||||||||
| Vantage Corn Processors | 2,085 | — | 2,085 | — | 2,085 | ||||||||||||
| Total Carbohydrate Solutions | 6,841 | — | 6,841 | 1,631 | 8,472 | ||||||||||||
| Nutrition | |||||||||||||||||
| Human Nutrition | 2,812 | — | 2,812 | — | 2,812 | ||||||||||||
| Animal Nutrition | 2,988 | — | 2,988 | — | 2,988 | ||||||||||||
| Total Nutrition | 5,800 | — | 5,800 | — | 5,800 | ||||||||||||
| Other Business | 367 | — | 367 | — | 367 | ||||||||||||
| Total Revenues | $ | 18,678 | $ | 423 | $ | 19,101 | $ | 45,254 | $ | 64,355 | |||||||
(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.
58
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 2. Revenues (Continued)
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. The Company engages in various structured trade finance activities to leverage its global trade flows whereby the Company obtains letters of credit (LCs) to guarantee payments on both global purchases and sales of grain. LCs guaranteeing payment on grain sales are sold on a non-recourse basis with no continuing involvement. The Company earns returns from the difference in interest rates between the LCs that guarantee payment on the underlying purchases and sales of grain given the differing risk profiles of the underlying transactions. The net return related to structured trade finance activities is included in revenue and is not significant for the years ended December 31, 2022, 2021, and 2020.
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 sells 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 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.
59
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 3. Acquisitions
Fiscal year 2022 acquisitions
During the year ended December 31, 2022, the Company acquired Kansas Protein Foods LLC for cash consideration of $23 million. The cash consideration of this acquisition, net of $1 million in cash acquired, was allocated as follows:
| (In millions) | |||||
| Property, plant, and equipment | $ | 9 | |||
| Goodwill | 13 | ||||
| Cash consideration | $ | 22 | |||
Fiscal year 2021 acquisitions
During the year ended December 31, 2021, the Company’s Nutrition segment acquired five businesses including, a 75% majority stake in U.S.-based PetDine, Pedigree Ovens, The Pound Bakery, and NutraDine (collectively, “P4”), premier providers of private label pet treats and supplements; Deerland Probiotics & Enzymes (“Deerland”), a leader in probiotic, prebiotic, and enzyme technology; and Sojaprotein, a leading European provider of non-GMO soy ingredients, for an aggregate consideration of $1.6 billion using cash on hand. The aggregate cash consideration of these acquisitions, net of $21 million in cash acquired, was allocated as follows. In 2022, the Company made immaterial adjustments to the purchase price allocations related to these acquisitions. These adjustments have been reflected in the table below.
| (In millions) | P4 | Deerland | Sojaprotein | Others | Total | ||||||||||||
| Working capital | $ | 11 | $ | 27 | $ | 35 | $ | 7 | $ | 80 | |||||||
| Property, plant, and equipment | 73 | 43 | 85 | 6 | 207 | ||||||||||||
| Goodwill | 317 | 396 | 192 | 35 | 940 | ||||||||||||
| Other intangible assets | 245 | 252 | 42 | 18 | 557 | ||||||||||||
| Other long-term assets | — | — | 12 | 2 | 14 | ||||||||||||
| Long-term liabilities | — | (74) | (10) | — | (84) | ||||||||||||
| Temporary equity - redeemable noncontrolling interest | (150) | — | — | — | (150) | ||||||||||||
| Aggregate cash consideration | $ | 496 | $ | 644 | $ | 356 | $ | 68 | $ | 1,564 | |||||||
The Company has the option to acquire the remaining 25% interest in P4 from December 31, 2023 to March 31, 2025, based on a fixed multiple of earnings before interest, taxes, depreciation, and amortization for the twelve months prior to the exercise of this option. The noncontrolling interest holders also have the option to put the 25% interest to the Company on the same terms. The Company records the 25% remaining interest in temporary equity - redeemable noncontrolling interest.
Of the $940 million allocated to goodwill, $313 million is expected to be deductible for tax purposes.
The 2021 acquisitions advance ADM’s growth strategy by expanding the Company’s capabilities in pet treat and supplements and the fast-growing global demand for plant-based proteins as well as capabilities in the high-value flavor segment and the fast growing demand for food, beverages, and supplements. The post-acquisition financial results of these acquisitions are reported in the Nutrition segment.
60
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 3. Acquisitions (Continued)
The following table sets forth the fair values and the useful lives of the other intangible assets acquired.
| Useful Lives | P4 | Deerland | Sojaprotein | Others | Total | |||||||||||||||||||||
| (In years) | (In millions) | |||||||||||||||||||||||||
| Intangible assets with finite lives: | ||||||||||||||||||||||||||
| Trademarks/brands | 7 | to | 15 | $ | 9 | $ | 18 | $ | 5 | $ | 1 | $ | 33 | |||||||||||||
| Customer lists | 15 | to | 20 | 220 | 176 | 37 | 14 | 447 | ||||||||||||||||||
| Recipes and others | 7 | 16 | 58 | — | 3 | 77 | ||||||||||||||||||||
| Total other intangible assets acquired | $ | 245 | $ | 252 | $ | 42 | $ | 18 | $ | 557 | ||||||||||||||||
Fiscal year 2020 acquisitions
During the year ended December 31, 2020, the Company acquired Yerbalatina and the remaining 70% interest in Anco Animal Nutrition Competence GmbH (“Anco”) for an aggregate cash consideration of $15 million. The aggregate cash consideration of these acquisitions plus the $3 million acquisition-date value of the Company’s previously held equity interest in Anco, were allocated as follows:
| (In millions) | |||||
| Working capital | $ | 16 | |||
| Property, plant, and equipment | 1 | ||||
| Goodwill | 2 | ||||
| Long-term liabilities | (1) | ||||
| Aggregate cash consideration plus acquisition-date fair value of previously held equity interest | $ | 18 | |||
The Company recognized a pre-tax gain of $2 million on the Anco transaction, representing the difference between the carrying value and acquisition-date fair value of the Company’s previously held equity interest. The acquisition-date fair value was determined based on a discounted cash flow analysis using market participant assumptions (a Level 3 measurement under applicable accounting standards).
.
61
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 4. Fair Value Measurements
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 December 31, 2022 and 2021.
| Fair Value Measurements at December 31, 2022 | |||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Inventories carried at market | $ | — | $ | 6,281 | $ | 2,760 | $ | 9,041 | |||||||||||||||
| Unrealized derivative gains: | |||||||||||||||||||||||
| Commodity contracts | — | 796 | 541 | 1,337 | |||||||||||||||||||
Foreign exchange contracts | — | 258 | — | 258 | |||||||||||||||||||
| Interest rate contracts | — | 109 | — | 109 | |||||||||||||||||||
| Cash equivalents | 405 | — | — | 405 | |||||||||||||||||||
| Segregated investments | 1,453 | — | — | 1,453 | |||||||||||||||||||
| Total Assets | $ | 1,858 | $ | 7,444 | $ | 3,301 | $ | 12,603 | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Unrealized derivative losses: | |||||||||||||||||||||||
| Commodity contracts | $ | — | $ | 665 | $ | 603 | $ | 1,268 | |||||||||||||||
Foreign exchange contracts | — | 275 | — | 275 | |||||||||||||||||||
| Debt conversion option | — | — | 6 | 6 | |||||||||||||||||||
| Inventory-related payables | — | 1,181 | 89 | 1,270 | |||||||||||||||||||
| Total Liabilities | $ | — | $ | 2,121 | $ | 698 | $ | 2,819 | |||||||||||||||
62
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 4. Fair Value Measurements (Continued)
| Fair Value Measurements at December 31, 2021 | |||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Inventories carried at market | $ | — | $ | 6,765 | $ | 3,004 | $ | 9,769 | |||||||||||||||
| Unrealized derivative gains: | |||||||||||||||||||||||
| Commodity contracts | — | 902 | 460 | 1,362 | |||||||||||||||||||
| Foreign currency contracts | — | 238 | — | 238 | |||||||||||||||||||
| Interest rate contracts | — | 46 | — | 46 | |||||||||||||||||||
| Cash equivalents | 448 | — | — | 448 | |||||||||||||||||||
| Segregated investments | 1,338 | — | — | 1,338 | |||||||||||||||||||
| Total Assets | $ | 1,786 | $ | 7,951 | $ | 3,464 | $ | 13,201 | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Unrealized derivative losses: | |||||||||||||||||||||||
| Commodity contracts | $ | — | $ | 944 | $ | 815 | $ | 1,759 | |||||||||||||||
| Foreign currency contracts | — | 191 | — | 191 | |||||||||||||||||||
| Debt conversion option | — | — | 15 | 15 | |||||||||||||||||||
| Inventory-related payables | — | 859 | 106 | 965 | |||||||||||||||||||
| Total Liabilities | $ | — | $ | 1,994 | $ | 936 | $ | 2,930 | |||||||||||||||
Estimated fair values of inventories and inventory-related payables stated 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 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 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.
63
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 4. Fair Value Measurements (Continued)
Derivative contracts include exchange-traded commodity futures and options contracts, forward commodity purchase and sale contracts, and OTC instruments related primarily to agricultural commodities, energy, interest rates, and foreign currencies. Exchange-traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified in Level 1. The majority of the Company’s exchange-traded 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 AOCI until the hedged items are recorded in earnings or it is probable the hedged transaction will no longer occur.
The Company’s cash equivalents are comprised of money market funds valued using quoted market prices and are classified as Level 1.
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.
The debt conversion option is the equity linked embedded derivative related to the exchangeable bonds described in Note 10. The fair value of the embedded derivative is included in long-term debt, with changes in fair value recognized as interest, and is valued with the assistance of a third-party pricing service (a level 3 measurement).
64
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 4. Fair Value Measurements (Continued)
The following tables present a rollforward of the activity of all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2022 and 2021.
| Level 3 Fair Value Assets Measurements at December 31, 2022 | |||||||||||||||||
| Inventories Carried at Market | Commodity Derivative Contracts Gains | Total | |||||||||||||||
| (In millions) | |||||||||||||||||
| Balance, December 31, 2021 | $ | 3,004 | $ | 460 | $ | 3,464 | |||||||||||
| 867 | 1,648 | 2,515 | |||||||||||||||
| Purchases | 49,735 | — | 49,735 | ||||||||||||||
| Sales | (50,414) | — | (50,414) | ||||||||||||||
| Settlements | — | (1,672) | (1,672) | ||||||||||||||
| Transfers into Level 3 | 1,088 | 400 | 1,488 | ||||||||||||||
| Transfers out of Level 3 | (1,520) | (295) | (1,815) | ||||||||||||||
Ending balance, December 31, 2022 (1) | $ | 2,760 | $ | 541 | $ | 3,301 | |||||||||||
(1) Includes increase in of $2.7 billion relating to Level 3 assets still held at December 31, 2022.
| Level 3 Fair Value Liabilities Measurements at December 31, 2022 | |||||||||||||||||||||||
| Inventory- related Payables | Commodity Derivative Contracts Losses | Debt Conversion Option | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Balance, December 31, 2021 | $ | 106 | $ | 815 | $ | 15 | $ | 936 | |||||||||||||||
| 3 | 2,483 | (9) | 2,477 | ||||||||||||||||||||
| Purchases | 183 | — | — | 183 | |||||||||||||||||||
| Sales | (203) | — | — | (203) | |||||||||||||||||||
| Settlements | — | (2,844) | — | (2,844) | |||||||||||||||||||
| Transfers into Level 3 | — | 401 | — | 401 | |||||||||||||||||||
| Transfers out of Level 3 | — | (252) | — | (252) | |||||||||||||||||||
Ending balance, December 31, 2022 (1) | $ | 89 | $ | 603 | $ | 6 | $ | 698 | |||||||||||||||
(1) Includes increase in of $2.5 billion relating to Level 3 liabilities still held at December 31, 2022.
65
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 4. Fair Value Measurements (Continued)
| Level 3 Fair Value Assets Measurements at December 31, 2021 | |||||||||||||||||
| Inventories Carried at Market | Commodity Derivative Contracts Gains | Total | |||||||||||||||
| (In millions) | |||||||||||||||||
| Balance, December 31, 2020 | $ | 2,183 | $ | 859 | $ | 3,042 | |||||||||||
| 1,131 | 1,071 | 2,202 | |||||||||||||||
| Purchases | 30,357 | — | 30,357 | ||||||||||||||
| Sales | (30,471) | — | (30,471) | ||||||||||||||
| Settlements | — | (1,437) | (1,437) | ||||||||||||||
| Transfers into Level 3 | 1,200 | 103 | 1,303 | ||||||||||||||
| Transfers out of Level 3 | (1,396) | (136) | (1,532) | ||||||||||||||
Ending balance, December 31, 2021 (1) | $ | 3,004 | $ | 460 | $ | 3,464 | |||||||||||
(1) Includes increase in of $2.2 billion relating to Level 3 assets still held at December 31, 2021.
| Level 3 Fair Value Liabilities Measurements at December 31, 2021 | |||||||||||||||||||||||
| Inventory- related Payables | Commodity Derivative Contracts Losses | Debt Conversion Option | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Balance, December 31, 2020 | $ | 11 | $ | 918 | $ | 34 | $ | 963 | |||||||||||||||
| 2 | 1,992 | (19) | 1,975 | ||||||||||||||||||||
| Purchases | 123 | — | — | 123 | |||||||||||||||||||
| Sales | (30) | — | — | (30) | |||||||||||||||||||
| Settlements | — | (2,191) | — | (2,191) | |||||||||||||||||||
| Transfers into Level 3 | — | 324 | — | 324 | |||||||||||||||||||
| Transfers out of Level 3 | — | (228) | — | (228) | |||||||||||||||||||
Ending balance, December 31, 2021 (1) | $ | 106 | $ | 815 | $ | 15 | $ | 936 | |||||||||||||||
(1) Includes increase in of $2.0 billion relating to Level 3 liabilities still held at December 31, 2021.
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.
66
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 4. Fair Value Measurements (Continued)
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 following table sets forth the weighted average percentage of the unobservable price components included in the Company’s Level 3 valuations as of December 31, 2022 and 2021. The Company’s Level 3 measurements may include basis only, transportation cost only, or both price components. As an example, for Level 3 inventories with basis, the unobservable component as of December 31, 2022 is a weighted average 19.4% of the total price for assets and 15.2% of the total price for liabilities.
| Weighted Average % of Total Price | ||||||||||||||||||||||||||
| December 31, 2022 | December 31, 2021 | |||||||||||||||||||||||||
| Component Type | Assets | Liabilities | Assets | Liabilities | ||||||||||||||||||||||
| Inventories and Related Payables | ||||||||||||||||||||||||||
| Basis | 19.4% | 15.2% | 28.7% | 13.1% | ||||||||||||||||||||||
| Transportation cost | 10.5% | —% | 13.0% | —% | ||||||||||||||||||||||
| Commodity Derivative Contracts | ||||||||||||||||||||||||||
| Basis | 22.7% | 26.5% | 30.0% | 27.1% | ||||||||||||||||||||||
| Transportation cost | 13.5% | 3.7% | 8.1% | 0.7% | ||||||||||||||||||||||
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 5. Derivative Instruments & 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 futures and exchange-traded and OTC options 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 exchange-traded and OTC options contracts as components of merchandising strategies designed to enhance margins. The results of these strategies can be significantly impacted by factors such as the correlation between the value of exchange-traded commodities futures contracts and the 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 or market 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.
67
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 5. Derivative Instruments & Hedging Activities (Continued)
The following table sets forth the fair value of derivatives not designated as hedging instruments as of December 31, 2022 and 2021.
| December 31, 2022 | December 31, 2021 | ||||||||||||||||||||||
| Assets | Liabilities | Assets | Liabilities | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Foreign Currency Contracts | $ | 154 | $ | 275 | $ | 217 | $ | 116 | |||||||||||||||
| Commodity Contracts | 1,337 | 1,248 | 1,276 | 1,759 | |||||||||||||||||||
| Debt Conversion Option | — | 6 | — | 15 | |||||||||||||||||||
| Total | $ | 1,491 | $ | 1,529 | $ | 1,493 | $ | 1,890 | |||||||||||||||
The following table sets 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 years ended December 31, 2022, 2021, and 2020.
| Cost of | Other expense (income) - net | ||||||||||||||||||||||||||||
| products | Interest | ||||||||||||||||||||||||||||
| (In millions) | Revenues | sold | Expense | ||||||||||||||||||||||||||
| For the Year Ended December 31, 2022 | |||||||||||||||||||||||||||||
| Consolidated Statement of Earnings | $ | 101,556 | $ | 93,986 | $ | 396 | $ | (358) | |||||||||||||||||||||
| Pre-tax gains (losses) on: | |||||||||||||||||||||||||||||
| Foreign Currency Contracts | $ | (42) | $ | 367 | $ | — | $ | 194 | |||||||||||||||||||||
| Commodity Contracts | — | (120) | — | — | |||||||||||||||||||||||||
| Debt Conversion Option | — | — | 9 | — | |||||||||||||||||||||||||
| Total gain (loss) recognized in earnings | $ | (42) | $ | 247 | $ | 9 | $ | 194 | $ | 408 | |||||||||||||||||||
| For the Year Ended December 31, 2021 | |||||||||||||||||||||||||||||
| Consolidated Statement of Earnings | $ | 85,249 | $ | 79,262 | $ | 265 | $ | (94) | |||||||||||||||||||||
| Pre-tax gains (losses) on: | |||||||||||||||||||||||||||||
| Foreign Currency Contracts | $ | 3 | $ | (140) | $ | — | $ | 189 | |||||||||||||||||||||
| Commodity Contracts | — | (1,606) | — | — | |||||||||||||||||||||||||
| Debt Conversion Option | — | — | 19 | — | |||||||||||||||||||||||||
| Total gain (loss) recognized in earnings | $ | 3 | $ | (1,746) | $ | 19 | $ | 189 | $ | (1,535) | |||||||||||||||||||
| For the Year Ended December 31, 2020 | |||||||||||||||||||||||||||||
| Consolidated Statement of Earnings | $ | 64,355 | $ | 59,902 | $ | 339 | $ | (255) | |||||||||||||||||||||
| Pre-tax gains (losses) on: | |||||||||||||||||||||||||||||
| Foreign Currency Contracts | $ | 28 | $ | (496) | $ | — | $ | (153) | |||||||||||||||||||||
| Commodity Contracts | — | (68) | — | — | |||||||||||||||||||||||||
| Debt Conversion Option | — | — | (17) | — | |||||||||||||||||||||||||
| Total gain (loss) recognized in earnings | $ | 28 | $ | (564) | $ | (17) | $ | (153) | $ | (706) | |||||||||||||||||||
68
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 5. Derivative Instruments & Hedging Activities (Continued)
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 Cash Flow or Net Investment Hedging Instruments
The Company had certain derivatives designated as cash flow and net investment hedges as of December 31, 2022 and 2021.
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 statement of cash flows and reclassified into earnings in the same line item affected by the hedged transaction and 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 statement of earnings during the current period.
Commodity Contracts
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 or 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 65 million bushels per month. During the past 12 months, the Company hedged between 17% and 33% of its monthly grind. At December 31, 2022, the Company had designated hedges representing between 14% to 28% of its anticipated monthly grind of corn for the next 12 months.
The Company, from time to time, also uses futures, options, and swaps to hedge the sales price of certain ethanol sales contracts. The Company has established hedging programs for ethanol sales contracts that are indexed to unleaded gasoline prices and to various exchange-traded ethanol contracts. The objective of these hedging programs is to reduce the variability of cash flows associated with the Company’s sales of ethanol. During the past 12 months and as of December 31, 2022, the Company had no hedges related to ethanol sales.
The Company uses futures and options contracts to hedge the purchase price of 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 or 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 85% and 100% of the anticipated monthly soybean crush for soybean purchases and soybean meal and oil sales at the designated facilities. At December 31, 2022, the Company had designated hedges representing between 0% 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 73% and 93% of the anticipated monthly natural gas consumption at the designated facilities. At December 31, 2022, the Company had designated hedges representing between 53% and 83% of the anticipated monthly natural gas consumption over the next 12 months.
69
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 5. Derivative Instruments & Hedging Activities (Continued)
As of December 31, 2022 and 2021, the Company had after-tax losses of $17 million and after-tax gains of $161 million in AOCI, respectively, related to gains and losses from these programs. The Company expects to recognize $17 million of the 2022 after-tax losses in its consolidated statement of earnings during the next 12 months.
Interest Rate Contracts
The Company’s structured trade finance programs use interest rate swaps designated as cash flow hedges to hedge the forecasted interest payments on certain letters of credit from banks. The terms of the interest rate swaps match the terms of the forecasted interest payments. The deferred gains and losses are recognized in revenues over the period in which the related interest payments are paid to the banks. The amounts are recorded in revenues as the related results are also recorded in revenues. The Company had interest rate swaps maturing on various dates with aggregate notional amount of $1.0 billion as of December 31, 2021 and none as of December 31, 2022.
The Company also uses swap locks designated as cash flow hedges to hedge the changes in the forecasted interest payments due to changes in the benchmark rate leading up to future bond issuance dates. The terms of the swap locks match the terms of the forecasted interest payments. The deferred gains and losses will be recognized in interest expense over the period in which the related interest payments will be paid. As of December 31, 2022 and 2021, the Company executed swap locks maturing on various dates with an aggregate notional amount of $400 million.
As of December 31, 2022 and 2021, the Company had after-tax gains of $82 million and $35 million in AOCI, respectively, related to the interest rate swaps and swap locks. The Company expects to recognize amounts deferred in AOCI in its consolidated statement of earnings during the life of the instruments.
Foreign Currency Contracts
The Company uses cross-currency swaps and foreign exchange forwards designated as net investment hedges to protect the Company’s investment in a foreign subsidiary against changes in foreign currency exchange rates. The Company executed USD-fixed to Euro-fixed cross-currency swaps with an aggregate notional amount of $0.8 billion and $1.2 billion as of December 31, 2022 and 2021, respectively, and foreign exchange forwards with an aggregate notional amount of $2.5 billion and $2.6 billion as of December 31, 2022 and 2021, respectively. Amounts excluded from the assessment of hedge effectiveness are immaterial for all periods presented.
As of December 31, 2022 and 2021, the Company had after-tax gains of $79 million and after-tax losses of $44 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 December 31, 2022 and 2021.
| December 31, 2022 | December 31, 2021 | ||||||||||||||||||||||
| Assets | Liabilities | Assets | Liabilities | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Commodity Contracts | $ | — | $ | 20 | $ | 86 | $ | — | |||||||||||||||
| Interest Rate Contracts | 109 | — | 46 | — | |||||||||||||||||||
| Foreign Currency Contracts | 104 | — | 21 | 75 | |||||||||||||||||||
| Total | $ | 213 | $ | 20 | $ | 153 | $ | 75 | |||||||||||||||
70
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 5. Derivative Instruments & Hedging Activities (Continued)
The following table sets forth the pre-tax gains (losses) on derivatives designated as hedging instruments that have been included in the consolidated statement of earnings for the years ended December 31, 2022, 2021, and 2020.
| (In millions) | |||||||||||||||||||||||||||||
| For the Year Ended December 31, 2022 | |||||||||||||||||||||||||||||
| Consolidated Statement of Earnings | $ | 101,556 | $ | 93,986 | $ | 396 | $ | (358) | |||||||||||||||||||||
| Effective amounts recognized in earnings | |||||||||||||||||||||||||||||
| Pre-tax gains (losses) on: | |||||||||||||||||||||||||||||
| Commodity Contracts | — | 351 | — | — | |||||||||||||||||||||||||
| Interest Contracts | 1 | — | — | — | |||||||||||||||||||||||||
| Total gain (loss) recognized in earnings | $ | 1 | $ | 351 | $ | — | $ | — | $ | 352 | |||||||||||||||||||
| For the Year Ended December 31, 2021 | |||||||||||||||||||||||||||||
| Consolidated Statement of Earnings | $ | 85,249 | $ | 79,262 | 265 | $ | (94) | ||||||||||||||||||||||
| Effective amounts recognized in earnings | |||||||||||||||||||||||||||||
| Pre-tax gains (losses) on: | |||||||||||||||||||||||||||||
| Commodity Contracts | $ | — | $ | 490 | $ | — | $ | — | |||||||||||||||||||||
| Interest Rate Contracts | (16) | — | — | — | |||||||||||||||||||||||||
| Total gain (loss) recognized in earnings | $ | (16) | $ | 490 | $ | — | $ | — | $ | 474 | |||||||||||||||||||
| For the Year Ended December 31, 2020 | |||||||||||||||||||||||||||||
| Consolidated Statement of Earnings | $ | 64,355 | $ | 59,902 | $ | 339 | $ | (255) | |||||||||||||||||||||
| Effective amounts recognized in earnings | |||||||||||||||||||||||||||||
| Pre-tax gains (losses) on: | |||||||||||||||||||||||||||||
| Commodity Contracts | $ | 7 | $ | 27 | $ | — | $ | (2) | |||||||||||||||||||||
| Interest Rate Contracts | (75) | — | (2) | — | |||||||||||||||||||||||||
| Total gain (loss) recognized in earnings | $ | (68) | $ | 27 | $ | (2) | $ | (2) | $ | (45) | |||||||||||||||||||
Other Net Investment Hedging Strategies
The Company has designated €1.3 billion and €1.8 billion of its outstanding long-term debt and commercial paper borrowings at December 31, 2022 and 2021, respectively, as hedges of its net investment in a foreign subsidiary. As of December 31, 2022 and 2021, the Company had after-tax gains of $228 million and $55 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.
71
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 6. Other Current Assets
The following table sets forth the items in other current assets:
| December 31, 2022 | December 31, 2021 | ||||||||||
| (In millions) | |||||||||||
| Unrealized gains on derivative contracts | $ | 1,704 | $ | 1,646 | |||||||
| Margin deposits and grain accounts | 723 | 600 | |||||||||
| Customer omnibus receivable | 1,309 | 1,179 | |||||||||
Financing receivables - net (1) | 235 | 189 | |||||||||
| Insurance premiums receivable | 54 | 20 | |||||||||
| Prepaid expenses | 443 | 370 | |||||||||
| Biodiesel tax credit | 68 | 79 | |||||||||
| Tax receivables | 616 | 708 | |||||||||
Non-trade receivables (2) | 361 | 285 | |||||||||
| Other current assets | 153 | 82 | |||||||||
| $ | 5,666 | $ | 5,158 | ||||||||
(1) The Company provides financing to suppliers, primarily Brazilian farmers, to finance a portion of the suppliers’ production costs. The amounts are reported net of allowances of $3 million and $4 million at December 31, 2022 and 2021, respectively. Interest earned on financing receivables of $15 million, $11 million, and $20 million for the years ended December 31, 2022, 2021, and 2020, respectively, is included in interest and investment income in the consolidated statements of earnings.
(2) Non-trade receivables included $18 million and $27 million of reinsurance recoverables as of December 31, 2022 and 2021, respectively.
Note 7. Accrued Expenses and Other Payables
The following table sets forth the items in accrued expenses and other payables:
| December 31, 2022 | December 31, 2021 | ||||||||||
| (In millions) | |||||||||||
| Unrealized losses on derivative contracts | $ | 1,543 | $ | 1,950 | |||||||
| Accrued compensation | 475 | 445 | |||||||||
| Income tax payable | 248 | 132 | |||||||||
| Other taxes payable | 136 | 168 | |||||||||
| Insurance claims payable | 223 | 220 | |||||||||
| Contract liability | 694 | 581 | |||||||||
| Other accruals and payables | 1,476 | 1,294 | |||||||||
| $ | 4,795 | $ | 4,790 | ||||||||
72
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 8. Investments in and Advances to Affiliates
The Company applies the equity method of accounting for investments in investees over which ADM has the ability to exercise significant influence, including the Company’s 22.5% and 22.3% share ownership in Wilmar as of December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company also holds equity method investments in Pacificor (32.2%), Stratas Foods LLC (50.0%), Edible Oils Limited (50.0%), Olenex (37.5%), SoyVen (50.0%), Hungrana Ltd (50.0%), Almidones Mexicanos S.A. (50.0%), Aston Foods and Food Ingredients (50.0%), and Vimison S.A. de C.V. (45.3%). The Company had 67 and 63 unconsolidated domestic and foreign affiliates as of December 31, 2022 and 2021, respectively. The following table summarizes the combined balance sheets as of December 31, 2022 and 2021, and the combined statements of earnings of the Company’s unconsolidated affiliates for the years ended December 31, 2022, 2021, and 2020.
| December 31 | |||||||||||
| (In millions) | 2022 | 2021 | |||||||||
| Current assets | $ | 41,407 | $ | 34,955 | |||||||
| Non-current assets | 30,589 | 27,938 | |||||||||
| Current liabilities | (36,091) | (30,002) | |||||||||
| Non-current liabilities | (9,300) | (8,362) | |||||||||
| Noncontrolling interests | (2,641) | (2,630) | |||||||||
| Net assets | $ | 23,964 | $ | 21,899 | |||||||
| Year Ended December 31 | |||||||||||||||||
| (In millions) | 2022 | 2021 | 2020 | ||||||||||||||
| Revenues | $ | 109,448 | $ | 87,528 | $ | 59,195 | |||||||||||
| Gross profit | 8,946 | 7,719 | 5,070 | ||||||||||||||
| Net income | 3,140 | 2,315 | 2,093 | ||||||||||||||
The Company’s share of the undistributed earnings of its unconsolidated affiliates as of December 31, 2022 is $3.2 billion. The Company’s investment in Wilmar has a carrying value of $4.1 billion as of December 31, 2022, and a market value of $4.4 billion based on quoted market price converted to U.S. dollars at the applicable exchange rate at December 31, 2022.
The Company provides credit facilities totaling $116 million to five unconsolidated affiliates. There was no outstanding balance on these facilities as of December 31, 2022.
Net sales to unconsolidated affiliates during the years ended December 31, 2022, 2021, and 2020 were $7.8 billion, $6.6 billion, and $4.7 billion, respectively.
Accounts receivable due from unconsolidated affiliates as of December 31, 2022 and 2021 was $286 million and $274 million, respectively.
73
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 9. Goodwill and Other Intangible Assets
Goodwill balances attributable to consolidated businesses, by segment, are set forth in the following table.
| December 31, 2022 | December 31, 2021 | ||||||||||
| (In millions) | |||||||||||
| Ag Services and Oilseeds | $ | 193 | $ | 204 | |||||||
| Carbohydrate Solutions | 224 | 240 | |||||||||
| Nutrition | 3,731 | 3,734 | |||||||||
| Other Business | 14 | 4 | |||||||||
| Total | $ | 4,162 | $ | 4,182 | |||||||
The changes in goodwill during the year ended December 31, 2022 were related to foreign currency translation losses of $123 million, partially offset by 2022 acquisitions and adjustments to purchase price allocations related to 2021 acquisitions (see Note 3).
The following table sets forth the other intangible assets:
| December 31, 2022 | December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Useful | Gross | Accumulated | Gross | Accumulated | |||||||||||||||||||||||||||||||||||||||||||
| Life | Amount | Amortization | Net | Amount | Amortization | Net | |||||||||||||||||||||||||||||||||||||||||
| (In years) | (In millions) | ||||||||||||||||||||||||||||||||||||||||||||||
| Intangible assets with indefinite lives: | |||||||||||||||||||||||||||||||||||||||||||||||
| Trademarks/brands | $ | 397 | $ | — | $ | 397 | $ | 409 | $ | — | $ | 409 | |||||||||||||||||||||||||||||||||||
| Intangible assets with definite lives: | |||||||||||||||||||||||||||||||||||||||||||||||
| Trademarks/brands | 5 | to | 20 | 70 | (28) | 42 | 105 | (20) | 85 | ||||||||||||||||||||||||||||||||||||||
| Customer lists | 1 | to | 30 | 1,544 | (542) | 1,002 | 1,580 | (454) | 1,126 | ||||||||||||||||||||||||||||||||||||||
| Capitalized software and related costs | 5 | 721 | (449) | 272 | 714 | (383) | 331 | ||||||||||||||||||||||||||||||||||||||||
| Land rights | 2 | to | 50 | 109 | (25) | 84 | 122 | (28) | 94 | ||||||||||||||||||||||||||||||||||||||
| Other intellectual property | 6 | to | 20 | 228 | (112) | 116 | 276 | (100) | 176 | ||||||||||||||||||||||||||||||||||||||
| Recipes and other | 3 | to | 35 | 547 | (274) | 273 | 487 | (230) | 257 | ||||||||||||||||||||||||||||||||||||||
| Intangible assets in process | 196 | — | 196 | 87 | — | 87 | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | 3,812 | $ | (1,430) | $ | 2,382 | $ | 3,780 | $ | (1,215) | $ | 2,565 | |||||||||||||||||||||||||||||||||||
The changes in the gross amounts during the year ended December 31, 2022 were primarily related to additions to intangible assets in process, partially offset by decreases related to foreign currency translation of $89 million. The changes in accumulated amortization during the year ended December 31, 2022 were related to amortization expense, partially offset by decreases related to foreign currency translation of $30 million. Aggregate amortization expense was $235 million, $177 million, and $173 million for the years ended December 31, 2022, 2021, and 2020, respectively, of which $69 million, $33 million, and $45 million, respectively, were for amortization of capitalized software and related costs. The estimated future aggregate amortization expense for the next five years is $246 million, $273 million, $255 million, $251 million, and $245 million, respectively.
74
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 10. Debt Financing Arrangements
The Company’s long-term debt consisted of the following:
| Debt Instrument | ||||||||||||||||||||
| Interest Rate | Face Amount | Due Date | December 31, 2022 | December 31, 2021 | ||||||||||||||||
| (In millions) | ||||||||||||||||||||
| 2.5% Notes | $1 billion | 2026 | $ | 997 | $ | 996 | ||||||||||||||
| 3.25% Notes | $1 billion | 2030 | 989 | 988 | ||||||||||||||||
| 2.900% Notes | $750 million | 2032 | 744 | — | ||||||||||||||||
| 2.700% Notes | $750 million | 2051 | 731 | 730 | ||||||||||||||||
| 1% Notes | €650 million | 2025 | 691 | 735 | ||||||||||||||||
| 1.75% Notes | €600 million | 2023 | 641 | 681 | ||||||||||||||||
| 4.5% Notes | $600 million | 2049 | 589 | 588 | ||||||||||||||||
| 5.375% Debentures | $432 million | 2035 | 425 | 425 | ||||||||||||||||
| 3.75% Notes | $408 million | 2047 | 403 | 402 | ||||||||||||||||
| 5.935% Debentures | $336 million | 2032 | 334 | 333 | ||||||||||||||||
| 0% Bonds | $300 million | 2023 | 304 | 310 | ||||||||||||||||
| 5.765% Debentures | $297 million | 2041 | 297 | 297 | ||||||||||||||||
| 4.535% Debentures | $383 million | 2042 | 286 | 283 | ||||||||||||||||
| 4.016% Debentures | $371 million | 2043 | 260 | 258 | ||||||||||||||||
| 7% Debentures | $160 million | 2031 | 159 | 159 | ||||||||||||||||
| 6.95% Debentures | $157 million | 2097 | 154 | 154 | ||||||||||||||||
| 7.5% Debentures | $147 million | 2027 | 147 | 147 | ||||||||||||||||
| 6.625% Debentures | $144 million | 2029 | 144 | 144 | ||||||||||||||||
| 6.75% Debentures | $103 million | 2027 | 103 | 103 | ||||||||||||||||
| 6.45% Debentures | $103 million | 2038 | 102 | 102 | ||||||||||||||||
| Fixed to Floating Rate Notes | €500 million | 2022 | — | 569 | ||||||||||||||||
| Other | 177 | 177 | ||||||||||||||||||
| Total long-term debt including current maturities | 8,677 | 8,581 | ||||||||||||||||||
| Current maturities | (942) | (570) | ||||||||||||||||||
| Total long-term debt | $ | 7,735 | $ | 8,011 | ||||||||||||||||
On February 28, 2022, the Company issued its first sustainability bond of $750 million aggregate principal amount of 2.900% notes due March 1, 2032. Net proceeds before expenses were $748 million. The Company expects to apply an amount equal to the net proceeds to finance or refinance eligible green projects and/or eligible social projects.
In September 2022, the Company redeemed €500 million aggregate principal amount of Fixed-to-Floating Rate Senior Notes due 2022 issued in a private placement on March 25, 2021.
On September 29, 2022, Archer Daniels Midland Singapore, Pte. Ltd., a wholly-owned subsidiary of the Company, closed on a $500 million revolving credit facility at an interest rate of Secured Overnight Financing Rate plus a fixed spread. The facility will be used to finance working capital requirements of ADM entities in the Asia Pacific region and general corporate purposes.
75
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 10. Debt Financing Arrangements (Continued)
On September 10, 2021, the Company issued $750 million aggregate principal amount of 2.700% Notes due September 15, 2051 (the “Notes”). Net proceeds before expenses were $732 million.
In September 2021, the Company used the proceeds of the Notes to redeem $500 million aggregate principal amount of 2.750% notes due March 27, 2025 and recognized a debt extinguishment charge of $36 million in the year ended December 31, 2021.
Discount amortization expense, net of premium amortization, of $6 million, $10 million, and $13 million for the years ended December 31, 2022, 2021, and 2020, respectively, are included in interest expense related to the Company’s long-term debt.
At December 31, 2022, the fair value of the Company’s long-term debt was below the carrying value by $0.2 billion, as estimated using quoted market prices (a Level 2 measurement under applicable accounting standards).
The aggregate maturities of long-term debt for the five years after December 31, 2022, are $942 million, $6 million, $693 million, $998 million, and $250 million, respectively.
At December 31, 2022, the Company had lines of credit, including the accounts receivable securitization programs described below, totaling $12.4 billion, of which $9.3 billion was unused. The weighted average interest rates on short-term borrowings outstanding at December 31, 2022 and 2021, were 6.21% and 1.23%, respectively. Of the Company’s total lines of credit, $5.0 billion supported the combined U.S. and European commercial paper borrowing programs, against which there was $0.3 billion of commercial paper outstanding at December 31, 2022.
The Company’s credit facilities and certain debentures require the Company to comply with specified financial and non-financial covenants including maintenance of minimum tangible net worth as well as limitations related to incurring liens, secured debt, and certain other financing arrangements. The Company is in compliance with these covenants as of December 31, 2022.
The Company had outstanding standby letters of credit and surety bonds at December 31, 2022 and 2021, totaling $1.6 billion and $1.2 billion, respectively.
The Company has accounts receivable securitization programs (the “Programs”). The Programs provide the Company with up to $2.6 billion in funding resulting from the sale of accounts receivable. As of December 31, 2022, the Company utilized $2.6 billion of its facility under the Programs (see Note 19 for more information on the Programs).
Note 11. Stock Compensation
The Company’s employee stock compensation plans provide for the granting of options to employees to purchase common stock of the Company pursuant to the Company’s 2020 Incentive Compensation Plan. These options are issued at market value on the date of grant, vest incrementally over one year to five years, and expire ten years after the date of grant.
The fair value of each option grant is estimated as of the date of grant using the Black-Scholes single option pricing model. The volatility assumption used in the Black-Scholes single option pricing model is based on the historical volatility of the Company’s stock. The volatility of the Company’s stock was calculated based upon the monthly closing price of the Company’s stock for the period immediately prior to the date of grant corresponding to the average expected life of the grant. The average expected life represents the period of time that option grants are expected to be outstanding. The risk-free rate is based on the rate of U.S. Treasury zero-coupon issues with a remaining term equal to the expected life of option grants. No options were granted in 2022, 2021, and 2020.
76
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 11. Stock Compensation (Continued)
A summary of option activity during 2022 is presented below:
| Shares | Weighted-Average Exercise Price | ||||||||||
| (In thousands, except per share amounts) | |||||||||||
| Shares under option at December 31, 2021 | 4,584 | $37.20 | |||||||||
| Exercised | (2,484) | 36.30 | |||||||||
| Forfeited or expired | (3) | 26.25 | |||||||||
| Shares under option at December 31, 2022 | 2,097 | $38.27 | |||||||||
| Exercisable at December 31, 2022 | 2,097 | $38.27 | |||||||||
The weighted-average remaining contractual term of options outstanding and exercisable at December 31, 2022, is 3 years and 3 years, respectively. The aggregate intrinsic value of options outstanding and exercisable at December 31, 2022, is $115 million and $115 million, respectively. The total intrinsic values of options exercised during the years ended December 31, 2022, 2021, and 2020, were $117 million, $37 million, and $32 million, respectively. Cash proceeds received from options exercised during the years ended December 31, 2022, 2021, and 2020, were $90 million, $64 million, and $49 million, respectively.
At December 31, 2022, unrecognized compensation expense related to option grants to be recognized as compensation expense during the next year was immaterial.
The Company’s 2020 Incentive Compensation Plan provides for the granting of restricted stock and restricted stock units (Restricted Stock Awards) at no cost to certain officers and key employees. In addition, the Company’s 2020 Incentive Compensation Plan also provides for the granting of performance stock units (PSUs) at no cost to certain officers and key employees. Restricted Stock Awards are made in common stock or stock units with equivalent rights and vest at the end of a restriction period of three years. In 2022, the awards for PSUs are made in common stock units and vest at the end of a vesting period of three years subject to the attainment of certain future service and performance criteria based on the Company’s adjusted return on invested capital (ROIC) and adjusted earnings per share (EPS) with a modifier for gender parity and greenhouse gas emissions. During the years ended December 31, 2022, 2021, and 2020, 2.3 million, 2.7 million, and 2.7 million common stock or stock units, respectively, were granted as Restricted Stock Awards and PSUs. At December 31, 2022, there were 14.7 million shares available for future grants pursuant to the 2020 plan.
The fair value of Restricted Stock Awards is determined based on the market value of the Company’s shares on the grant date. In 2022, the fair value of PSUs issued was based on the weighted-average values of adjusted ROIC and adjusted EPS determined based on the market value of the Company’s shares on the grant date. In 2021 and 2020, the fair value of PSUs issued was based on the weighted-average values of adjusted ROIC and compound average growth rate of Nutrition’s segment operating profit determined based on the market value of the Company’s shares on the grant date. The weighted-average grant-date fair values of awards granted during the years ended December 31, 2022, 2021, and 2020 were $70.13, $53.28, and $45.59, respectively.
77
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 11. Stock Compensation (Continued)
A summary of Restricted Stock Awards and PSUs activity during 2022 is presented below:
| Restricted Stock Awards and PSUs | Weighted Average Grant-Date Fair Value | ||||||||||
| (In thousands, except per share amounts) | |||||||||||
| Non-vested at December 31, 2021 | 7,135 | $47.27 | |||||||||
| Granted | 2,267 | 70.13 | |||||||||
| Vested | (2,794) | 42.02 | |||||||||
| Forfeited | (200) | 63.15 | |||||||||
| Non-vested at December 31, 2022 | 6,408 | $57.22 | |||||||||
At December 31, 2022, there was $95 million of total unrecognized compensation expense related to Restricted Stock Awards and PSUs. Amounts to be recognized as compensation expense during the next three years are $61 million, $31 million, and $3 million, respectively. The total grant-date fair value of Restricted Stock Awards that vested during the year ended December 31, 2022 was $117 million.
Compensation expense for option grants, Restricted Stock Awards, and PSUs granted to employees is generally recognized on a straight-line basis during the service period of the respective grant. Certain of the Company’s option grants, Restricted Stock Awards, and PSUs continue to vest upon the recipient’s retirement from the Company and compensation expense related to option grants and Restricted Stock Awards granted to retirement-eligible employees is recognized in earnings on the date of grant. Compensation expense for PSUs is based on the probability of meeting the performance criteria. The Company recognizes forfeitures as they occur.
Total compensation expense for option grants, Restricted Stock Awards, and PSUs recognized during the years ended December 31, 2022, 2021, and 2020 was $147 million, $161 million, and $151 million, respectively. Changes in incentive compensation expense are primarily caused by the level of attainment of the PSU performance criteria described above.
Note 12. Other (Income) Expense – Net
The following table sets forth the items in other (income) expense:
| (In millions) | Year Ended December 31 | ||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Gains on sale of assets | $ | (78) | $ | (100) | $ | (138) | |||||||||||
| Pension settlement | — | 83 | — | ||||||||||||||
| Other – net | (280) | (77) | (117) | ||||||||||||||
| $ | (358) | $ | (94) | $ | (255) | ||||||||||||
Individually significant items included in the table above are:
Gains on sale of assets for the year ended December 31, 2022 consisted of gains on sales of certain assets and disposals of individually insignificant assets in the ordinary course of business. Gains on sale of assets for the year ended December 31, 2021 consisted of gains on the sale of the Company’s ethanol production complex in Peoria, Illinois of $22 million, the sale of certain other assets, and disposals of individually insignificant assets in the ordinary course of business. Gains on sale of assets for the year ended December 31, 2020 included a gain on the sale of a portion of the Company’s shares in Wilmar and net gains on the sale of certain other assets and disposals of individually insignificant assets in the ordinary course of business.
78
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 12. Other (Income) Expense – Net (Continued)
Pension settlement for the year ended December 31, 2021 was related to the purchase of group annuity contracts that irrevocably transferred the future benefit obligations and annuity administration for certain salaried and hourly retirees and terminated vested participants under the Company’s ADM Retirement Plan and ADM Pension Plan for Hourly-Wage Employees to independent third parties.
for the year ended December 31, 2022 included a legal recovery related to the 2019 and 2020 closure of the Company’s Reserve, Louisiana, export facility of $110 million, net foreign exchange gains of $105 million, a $50 million one-time payment from the USDA Biofuel Producer Recovery Program, and the non-service components of net pension benefit income of $25 million, partially offset by other net expense. for the year ended December 31, 2021 included the non-service components of net pension benefit income of $16 million, net foreign exchange gains of $24 million, and other income. for the year ended December 31, 2020 included the non-service components of net pension benefit income of $33 million, foreign exchange gains, and other income.
Note 13. Income Taxes
The following table sets forth the geographic split of earnings before income taxes:
| Year Ended | |||||||||||||||||
| (In millions) | December 31 | ||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| United States | $ | 2,725 | $ | 2,140 | $ | 442 | |||||||||||
| Foreign | 2,508 | 1,173 | 1,441 | ||||||||||||||
| $ | 5,233 | $ | 3,313 | $ | 1,883 | ||||||||||||
Significant components of income taxes are as follows:
| (In millions) | Year Ended December 31 | |||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||
| Current | ||||||||||||||||||||
| Federal | $ | 379 | $ | 404 | $ | (164) | ||||||||||||||
| State | 97 | 79 | 4 | |||||||||||||||||
| Foreign | 481 | 224 | 186 | |||||||||||||||||
| Deferred | ||||||||||||||||||||
| Federal | 23 | (59) | 41 | |||||||||||||||||
| State | 7 | (12) | (10) | |||||||||||||||||
| Foreign | (119) | (58) | 44 | |||||||||||||||||
| $ | 868 | $ | 578 | $ | 101 | |||||||||||||||
79
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 13. Income Taxes (Continued)
Significant components of deferred tax liabilities and assets are as follows:
| December 31, 2022 | December 31, 2021 | ||||||||||
| (In millions) | |||||||||||
| Deferred tax liabilities | |||||||||||
| Property, plant, and equipment | $ | 811 | $ | 875 | |||||||
| Intangibles | 417 | 403 | |||||||||
| Right of use assets | 237 | 214 | |||||||||
| Equity in earnings of affiliates | 191 | 153 | |||||||||
| Inventory reserves | 11 | 29 | |||||||||
| Debt exchange | 52 | 53 | |||||||||
| Reserves and other accruals | 86 | 65 | |||||||||
| Other | 108 | 185 | |||||||||
| $ | 1,913 | $ | 1,977 | ||||||||
| Deferred tax assets | |||||||||||
| Pension and postretirement benefits | $ | 104 | $ | 137 | |||||||
| Lease liabilities | 244 | 220 | |||||||||
| Stock compensation | 51 | 53 | |||||||||
| Foreign tax loss carryforwards | 496 | 465 | |||||||||
| Capital loss carryforwards | 42 | 74 | |||||||||
| State tax attributes | 21 | 21 | |||||||||
| Reserves and other accruals | 22 | 158 | |||||||||
| Other | 77 | 44 | |||||||||
| Gross deferred tax assets | 1,057 | 1,172 | |||||||||
| Valuation allowances | (209) | (281) | |||||||||
| Net deferred tax assets | $ | 848 | $ | 891 | |||||||
| Net deferred tax liabilities | $ | 1,065 | $ | 1,086 | |||||||
| The net deferred tax liabilities are classified as follows: | |||||||||||
| Noncurrent assets | $ | — | $ | 27 | |||||||
| Noncurrent assets (foreign) | 337 | 299 | |||||||||
| Noncurrent liabilities | (1,183) | (1,079) | |||||||||
| Noncurrent liabilities (foreign) | (219) | (333) | |||||||||
| $ | (1,065) | $ | (1,086) | ||||||||
During 2022, the Company decreased valuation allowances by $68 million primarily related to net operating loss and foreign capital loss carryforwards.
80
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 13. Income Taxes (Continued)
Reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate on earnings is as follows:
| Year Ended | |||||||||||||||||
| December 31 | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Statutory rate | 21.0 | % | 21.0 | % | 21.0 | % | |||||||||||
State income taxes, net of federal tax benefit | 1.4 | 1.5 | (0.3) | ||||||||||||||
Foreign earnings taxed at rates other than the U.S. statutory rate | (3.8) | (2.8) | (2.3) | ||||||||||||||
| Foreign currency effects/remeasurement | 0.6 | — | (1.1) | ||||||||||||||
| Income tax adjustment to filed returns | (0.1) | 0.7 | (0.4) | ||||||||||||||
| Tax benefit on U.S. biodiesel credits | (1.2) | (1.9) | (3.3) | ||||||||||||||
| Tax benefit on U.S. railroad credits | (1.2) | (2.0) | (8.0) | ||||||||||||||
| U.S. tax on foreign earnings | 0.2 | — | 0.6 | ||||||||||||||
| Valuation allowances | — | 0.7 | 0.2 | ||||||||||||||
| Other | (0.3) | 0.2 | (1.0) | ||||||||||||||
| Effective income tax rate | 16.6 | % | 17.4 | % | 5.4 | % | |||||||||||
The effective tax rate for 2022 was impacted by the geographic mix of earnings and discrete tax items. The effective tax rates for 2021 and 2020 were impacted by the geographic mix of earnings and U.S. tax credits, including the biodiesel tax credit and the railroad maintenance tax credit.
ADM’s operations in foreign jurisdictions accounted for 48%, 35%, and 77% of the Company’s total pre-tax earnings in fiscal years 2022, 2021, and 2020, respectively. The foreign rate differential was primarily due to lower tax rates applicable to the income earned from the Company’s operations in Switzerland, Asia, and the Caribbean.
On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (“Inflation Act”), which includes, among other provisions, changes to the U.S. corporate income tax system, including a 15% minimum tax based on “adjusted financial statement income,” and a one percent excise tax on net repurchases of stock for tax years beginning after December 31, 2022. While the Inflation Act has no immediate impact and is not expected to have a material adverse effect on ADM’s results of operations going forward, the Company will continue to evaluate its impact as further information becomes available.
Undistributed earnings of the Company’s foreign subsidiaries and corporate joint ventures were approximately $15.5 billion at December 31, 2022. Because these undistributed earnings continue to be indefinitely reinvested in foreign operations, no income taxes, other than the transition tax, the U.S. tax on undistributed Subpart F, and the minimum tax on Global Intangible Low Taxed Income (GILTI), have been provided after the Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. It is not practicable to determine the amount of unrecognized deferred tax liability related to any remaining undistributed earnings of foreign subsidiaries and corporate joint ventures not subject to the transition tax.
The Company has elected to pay the one-time transition tax on accumulated foreign earnings over eight years. As of December 31, 2022, the Company’s remaining transition tax liability was $122 million, which will be paid in installments through 2025.
The Company incurred U.S. taxable income of $684 million, $244 million, and $259 million related to GILTI and deducted $67 million, $87 million, and $12 million related to FDII in fiscal years 2022, 2021, and 2020 respectively. The Company made an accounting policy election to treat GILTI as a period cost. The Company has recorded and will continue to record the impact of tax reform items as U.S. tax authorities issue Treasury Regulations and other guidance addressing tax reform-related changes. The additional guidance, along with the potential for additional global tax legislation changes, may affect significant deductions and income inclusions and could have a material adverse effect on the Company’s net income or cash flow.
81
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 13. Income Taxes (Continued)
The Company had $496 million and $465 million of tax assets related to net operating loss carryforwards of certain international subsidiaries at December 31, 2022 and 2021, respectively. As of December 31, 2022, approximately $399 million of these assets have no expiration date, and the remaining $97 million expire at various times through fiscal 2032. The annual usage of certain of these assets is limited to a percentage of taxable income of the respective foreign subsidiary for the year. The Company has recorded a valuation allowance of $142 million and $200 million against these tax assets at December 31, 2022 and 2021, respectively, due to the uncertainty of their realization.
The Company had $42 million and $74 million of tax assets related to foreign capital loss carryforwards at December 31, 2022 and 2021, respectively. The Company has recorded a valuation allowance of $42 million and $74 million against these tax assets at December 31, 2022 and 2021, respectively, due to the uncertainty of their realization.
The Company had $21 million of tax assets related to state income tax attributes (incentive credits and net operating loss carryforwards), net of federal tax benefit, at December 31, 2022 and 2021, a majority of which will expire between 2023 and 2027. Due to the uncertainty of realization, the Company recorded a valuation allowance of $15 million and $13 million related to state income tax assets net of federal tax benefit as of December 31, 2022 and 2021, respectively. The change in the valuation allowance was related to the expiration of certain state income tax attributes which were fully reserved in prior years.
The Company remains subject to federal examination in the U.S. for the calendar tax years 2016 through 2022.
The following table sets forth a rollforward of activity of unrecognized tax benefits for the year ended December 31, 2022 and 2021 as follows:
| Unrecognized Tax Benefits | |||||||||||
| December 31, 2022 | December 31, 2021 | ||||||||||
| (In millions) | |||||||||||
| Beginning balance | $ | 157 | $ | 151 | |||||||
| Additions related to current year’s tax positions | 6 | 7 | |||||||||
| Additions related to prior years’ tax positions | 26 | 15 | |||||||||
| Additions (adjustments) related to acquisitions | 11 | — | |||||||||
| Reductions related to lapse of statute of limitations | (6) | (9) | |||||||||
| Settlements with tax authorities | (43) | (7) | |||||||||
| Ending balance | $ | 151 | $ | 157 | |||||||
The additions and reductions in unrecognized tax benefits shown in the table included effects related to net income and shareholders’ equity. The changes in unrecognized tax benefits did not have a material effect on the Company’s net income or cash flow. At December 31, 2022 and 2021, the Company had accrued interest and penalties on unrecognized tax benefits of $39 million.
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 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. However, the Company does not anticipate that the total amount of unrecognized tax benefits will increase or decrease significantly in the next twelve months. Given the long periods of time involved in resolving tax positions, the Company does not expect that the recognition of unrecognized tax benefits will have a material impact on the Company’s effective income tax rate in any given period. If the total amount of unrecognized tax benefits were recognized by the Company at one time, there would be a reduction of $148 million on the tax expense for that period.
82
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 13. Income Taxes (Continued)
The Company’s subsidiary in Argentina, ADM Agro SRL (formerly ADM Argentina SA and Alfred C. Toepfer Argentina SRL), received tax assessments challenging transfer prices used to price grain exports for the tax years 1999 through 2011 and 2015. As of December 31, 2022, these assessments totaled $5 million in tax and up to $25 million in interest (adjusted for variation in currency exchange rates). The Argentine tax authorities conducted a review of income and other taxes paid by large exporters and processors of cereals and other agricultural commodities resulting in allegations of income tax evasion. The Company strongly believes that it has complied with all Argentine tax laws. Currently the Company is under audit for fiscal years 2016 and 2017. While the statute of limitations has expired for tax years 2012 and 2013, the Company cannot rule out receiving additional assessments challenging transfer prices used to price grain exports for years subsequent to 2015. The Company believes that it has appropriately evaluated the transactions underlying these assessments, and has concluded, based on Argentine tax law, that its tax position is more likely than not to be sustained based upon its technical merits, and accordingly, has not recorded a tax liability for these assessments. The Company intends to vigorously defend its position against any assessments.
In 2014, the Company’s wholly-owned subsidiary in the Netherlands, ADM Europe B.V., received a tax assessment from the Netherlands tax authority challenging the transfer pricing aspects of a 2009 business reorganization, which involved two of its subsidiary companies in the Netherlands. As of December 31, 2022, this assessment was $87 million in tax and $31 million in interest (adjusted for variation in currency exchange rates). On April 23, 2020, the court issued an unfavorable ruling and in October 2020, assigned a third party expert to establish a valuation. During the second quarter of 2021, the third party expert issued a final valuation. On September 30, 2022, the court issued a ruling consistent with the valuation report, and the Dutch tax authorities have filed an appeal. ADM intends to file a cross-appeal in the first quarter of 2023. As of December 31, 2022, the Company has accrued its best estimate of what it believes will be the likely outcome of the litigation.
Note 14. Leases
Lessee Accounting
The Company leases certain transportation equipment, plant equipment, office equipment, land, buildings, and storage facilities. Most leases include options to renew, with renewal terms that can extend the lease term from 6 months to 49 years. The renewal options are not included in the measurement of the right of use assets and lease liabilities unless the Company is reasonably certain to exercise the optional renewal periods. Certain leases also include index and non-index escalation clauses and options to purchase the leased property. Leases accounted for as finance leases were immaterial at December 31, 2022.
As an accounting policy election, the Company does not apply the recognition requirements of Topic 842 to short-term leases in all of its underlying asset categories. The Company recognizes short-term lease payments in earnings on a straight-line basis over the lease term, and variable lease payments in the period in which the obligation for those payments is incurred. The Company also combines lease and non-lease contract components in all of its underlying asset categories as an accounting policy election.
83
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 14. Leases (Continued)
The following table sets forth the amounts relating to the Company’s total lease cost and other information.
| Year Ended December 31 | |||||||||||
| 2022 | 2021 | 2020 | |||||||||
| (In millions) | |||||||||||
| Lease cost: | |||||||||||
| Operating lease cost | $ | 356 | $ | 336 | $ | 315 | |||||
| Short-term lease cost | 127 | 117 | 101 | ||||||||
| Total lease cost | $ | 483 | $ | 453 | $ | 416 | |||||
| Other information: | |||||||||||
| Operating lease liability principal payments | $ | 339 | $ | 325 | $ | 302 | |||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | 357 | $ | 197 | $ | 314 | |||||
| December 31 | |||||||||||
| 2022 | 2021 | ||||||||||
| Weighted-average remaining lease term - operating leases (in years) | 7 | 6 | |||||||||
| Weighted average discount rate - operating leases | 3.7 | % | 3.8 | % | |||||||
Below is a tabular disclosure of the future annual undiscounted cash flows for operating lease liabilities as of December 31, 2022.
| Undiscounted | |||||
| Cash Flows | |||||
| (In millions) | |||||
| 2023 | $ | 325 | |||
| 2024 | 259 | ||||
| 2025 | 186 | ||||
| 2026 | 124 | ||||
| 2027 | 94 | ||||
| Thereafter | 268 | ||||
| Total | 1,256 | ||||
Less interest (1) | (148) | ||||
| Lease liability | $ | 1,108 | |||
(1) Calculated using the implicit rate of the lease, if available, or the incremental borrowing rate that is appropriate for the tenor and geography of the lease.
84
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 15. Employee Benefit Plans
The Company provides substantially all U.S. employees and employees at certain foreign subsidiaries with retirement benefits including defined benefit pension plans and defined contribution plans. The Company also provides certain eligible U.S. employees who retire under qualifying conditions with subsidized postretirement health care coverage or Health Care Reimbursement Accounts.
In 2021, the Company amended the ADM Retirement Plan and the ADM Pension Plan for Hourly-Wage Employees (collectively, the “Plans”) and entered into two binding agreements to purchase: (1) a group annuity contract from Principal Life Insurance Company (“Principal”) and (2) two group annuity contracts, separately from American General Life Insurance Company (“AGL”) and from AGL’s affiliate, The United States Life Insurance Company in the City of New York (“USL”), irrevocably transferring the future benefit obligations and annuity administration for approximately 6,000 retirees and terminated vested participants from the Plans to Principal, AGL, and USL. The purchase of the group annuity contracts was funded directly by the Plans’ assets and reduced the Company’s pension obligations by approximately $0.7 billion. As a result of the transactions, the Company recognized a non-cash pretax pension settlement charge of $83 million for the year ended December 31, 2021.
On July 31, 2017, the Company announced that all participants in the Company’s U.S. salaried pension plan and the Supplemental Executive Retirement Plan (SERP) began accruing benefits under the cash balance formula effective January 1, 2022. Benefits for participants who were accruing under the final average pay formula were frozen as of December 31, 2021, including pay and service through that date.
The Company maintains 401(k) plans covering substantially all U.S. employees. The Company contributes cash to the plans to match qualifying employee contributions, and also provides a non-matching employer contribution of 1% of pay to eligible participants. Under an employee stock ownership component of the 401(k) plans, employees may choose to invest in the Company’s stock as part of their own investment elections. Assets of the Company’s 401(k) plans consist primarily of listed common stocks and pooled funds. The Company’s 401(k) plans held 5.9 million shares of Company common stock at December 31, 2022, with a market value of $550 million. Cash dividends received on shares of Company common stock by these plans during the year ended December 31, 2022 were $10 million.
The following table sets forth the components of retirement plan expense for the years ended December 31, 2022, 2021, and 2020:
| Pension Benefits | Postretirement Benefits | ||||||||||||||||||||||
| (In millions) | Year Ended December 31 | Year Ended December 31 | |||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 | 2021 | 2020 | ||||||||||||||||||
| Retirement plan expense | |||||||||||||||||||||||
| Defined benefit plans: | |||||||||||||||||||||||
| Service cost (benefits earned during the period) | $ | 48 | $ | 64 | $ | 61 | $ | 1 | $ | 1 | $ | 1 | |||||||||||
| 48 | 48 | 70 | 3 | 2 | 4 | ||||||||||||||||||
| (79) | (95) | (126) | — | — | — | ||||||||||||||||||
| Settlement charges | — | 83 | — | — | — | — | |||||||||||||||||
| Curtailments | (2) | — | — | — | — | — | |||||||||||||||||
| 17 | 33 | 38 | 5 | 6 | 6 | ||||||||||||||||||
| Amortization of prior service cost (credit) | (20) | (20) | (19) | — | (2) | (13) | |||||||||||||||||
| Net periodic defined benefit plan expense | 12 | 113 | 24 | 9 | 7 | (2) | |||||||||||||||||
| Defined contribution plans | 67 | 61 | 54 | — | — | — | |||||||||||||||||
| Total retirement plan expense | $ | 79 | $ | 174 | $ | 78 | $ | 9 | $ | 7 | $ | (2) | |||||||||||
85
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 15. Employee Benefit Plans (Continued)
The following tables set forth changes in the defined benefit obligation and the fair value of defined benefit plan assets for the years ended December 31, 2022 and 2021:
| Pension Benefits | Postretirement Benefits | ||||||||||||||||||||||
| December 31 2022 | December 31 2021 | December 31 2022 | December 31 2021 | ||||||||||||||||||||
| (In millions) | (In millions) | ||||||||||||||||||||||
| Benefit obligation, beginning | $ | 2,178 | $ | 3,014 | $ | 154 | $ | 173 | |||||||||||||||
| Service cost | 48 | 64 | 1 | 1 | |||||||||||||||||||
| Interest cost | 48 | 48 | 3 | 2 | |||||||||||||||||||
| Actuarial loss (gain) | (575) | (152) | (24) | (5) | |||||||||||||||||||
| Employee contributions | 3 | 2 | — | — | |||||||||||||||||||
| Curtailments | (2) | — | — | — | |||||||||||||||||||
| Settlements | (1) | (715) | — | — | |||||||||||||||||||
| Benefits paid | (47) | (51) | (16) | (17) | |||||||||||||||||||
| Foreign currency effects | (65) | (32) | — | — | |||||||||||||||||||
| Benefit obligation, ending | $ | 1,587 | $ | 2,178 | $ | 118 | $ | 154 | |||||||||||||||
| Fair value of plan assets, beginning | $ | 1,742 | $ | 2,337 | $ | — | $ | — | |||||||||||||||
| Actual return on plan assets | (438) | 146 | — | — | |||||||||||||||||||
| Employer contributions | 60 | 30 | 16 | 17 | |||||||||||||||||||
| Employee contributions | 3 | 2 | — | — | |||||||||||||||||||
| Settlements | (1) | (715) | — | — | |||||||||||||||||||
| Benefits paid | (47) | (51) | (16) | (17) | |||||||||||||||||||
| Foreign currency effects | (50) | (7) | — | — | |||||||||||||||||||
| Fair value of plan assets, ending | $ | 1,269 | $ | 1,742 | $ | — | $ | — | |||||||||||||||
| Funded status | $ | (318) | $ | (436) | $ | (118) | $ | (154) | |||||||||||||||
| Prepaid benefit cost | $ | 60 | $ | 121 | $ | — | $ | — | |||||||||||||||
| Accrued benefit liability – current | (18) | (18) | (14) | (15) | |||||||||||||||||||
| Accrued benefit liability – long-term | (360) | (539) | (104) | (139) | |||||||||||||||||||
| Net amount recognized in the balance sheet | $ | (318) | $ | (436) | $ | (118) | $ | (154) | |||||||||||||||
In 2022, the actuarial gain in the pension plans was primarily due to increases in the global bond yields while actual return on plan assets was related to unfavorable asset performance in countries with material assets including the U.S., Canada, and Switzerland.
The Company uses the corridor approach when amortizing actuarial losses. Under the corridor approach, net unrecognized actuarial losses in excess of 10% of the greater of the projected benefit obligation or the market related value of plan assets are amortized over future periods. For plans with little to no active participants, the amortization period is the remaining average life expectancy of the participants. For plans with active participants, the amortization period is the remaining average service period of the active participants. The amortization periods range from 2 to 28 years for the Company’s defined benefit pension plans and from 5 to 19 years for the Company’s postretirement benefit plans.
Included in AOCI for pension benefits at December 31, 2022, are the following amounts that have not yet been recognized in net periodic pension cost: unrecognized prior service credit of $75 million and unrecognized actuarial loss of $226 million.
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Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 15. Employee Benefit Plans (Continued)
Included in AOCI for postretirement benefits at December 31, 2022, are the following amounts that have not yet been recognized in net periodic postretirement benefit cost: unrecognized prior service cost of $1 million and unrecognized actuarial loss of $16 million.
The following table sets forth the principal assumptions used in developing net periodic benefit cost:
| Pension Benefits | Postretirement Benefits | ||||||||||||||||||||||
| December 31 2022 | December 31 2021 | December 31 2022 | December 31 2021 | ||||||||||||||||||||
| Discount rate | 2.5% | 2.3% | 2.7% | 2.3% | |||||||||||||||||||
| Expected return on plan assets | 5.0% | 6.0% | N/A | N/A | |||||||||||||||||||
| Rate of compensation increase | 4.2% | 4.8% | N/A | N/A | |||||||||||||||||||
| Interest crediting rate | 1.9% | 2.0% | N/A | N/A | |||||||||||||||||||
The following table sets forth the principal assumptions used in developing the year-end actuarial present value of the projected benefit obligations:
| Pension Benefits | Postretirement Benefits | ||||||||||||||||||||||
| December 31 2022 | December 31 2021 | December 31 2022 | December 31 2021 | ||||||||||||||||||||
| Discount rate | 4.8 | % | 2.5 | % | 5.1% | 2.7% | |||||||||||||||||
| Rate of compensation increase | 4.3 | % | 4.2 | % | N/A | N/A | |||||||||||||||||
| Interest crediting rate | 3.9 | % | 1.9 | % | N/A | N/A | |||||||||||||||||
The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the pension plans with projected benefit obligations in excess of plan assets were $1.3 billion, $1.3 billion, and $0.9 billion, respectively, as of December 31, 2022, and $1.7 billion, $1.6 billion, and $1.2 billion, respectively, as of December 31, 2021. The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the pension plans with accumulated benefit obligations in excess of plan assets were $1.2 billion, $1.2 billion, and $0.8 billion, respectively, as of December 31, 2022 and $1.7 billion, $1.6 billion, and $1.2 billion, respectively, as of December 31, 2021. The accumulated benefit obligation for all pension plans as of December 31, 2022 and 2021, was $1.6 billion and $2.1 billion, respectively.
For postretirement benefit measurement purposes, a 6.9% annual rate of increase in the per capita cost of covered health care benefits was assumed for the year ended December 31, 2022. The rate was assumed to decrease gradually to 4.5% by 2031 and remain at that level thereafter.
Plan Assets
The Company’s employee benefit plan assets are principally comprised of the following types of investments:
Common stock:
Equity securities are valued based on quoted exchange prices and are classified within Level 1 of the valuation hierarchy.
Mutual funds:
Mutual funds are valued at the closing price reported on the active market on which they are traded and are classified within Level 1 of the valuation hierarchy.
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Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 15. Employee Benefit Plans (Continued)
Common collective trust (CCT) funds:
The fair values of the CCTs are valued using net asset value (NAV). The investments in CCTs are comprised of U.S. and international equity, fixed income, and other securities. The investments are valued at NAV provided by administrators of the funds.
Corporate debt instruments:
Corporate debt instruments are valued using third-party pricing services and are classified within Level 2 of the valuation hierarchy.
U.S. Treasury instruments:
U.S. Treasury instruments are valued at the closing price reported on the active market on which they are traded and are classified within Level 1 of the valuation hierarchy.
U.S. government agency, state, and local government bonds:
U.S. government agency obligations and state and municipal debt securities are valued using third-party pricing services and are classified within Level 2 of the valuation hierarchy.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants’ methods, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following tables set forth, by level within the fair value hierarchy, the fair value of plan assets as of December 31, 2022 and 2021.
| Fair Value Measurements at December 31, 2022 | |||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Common stock | $ | 68 | $ | — | $ | — | $ | 68 | |||||||||||||||
| Mutual funds | 245 | — | — | 245 | |||||||||||||||||||
| Corporate bonds | — | 318 | — | 318 | |||||||||||||||||||
U.S. Treasury instruments | 173 | — | — | 173 | |||||||||||||||||||
U.S. government agency, state and local government bonds | — | 5 | — | 5 | |||||||||||||||||||
| Other | — | 9 | — | 9 | |||||||||||||||||||
| Total assets | $ | 486 | $ | 332 | $ | — | $ | 818 | |||||||||||||||
| Common collective trust funds at NAV | |||||||||||||||||||||||
| U.S. equity | 23 | ||||||||||||||||||||||
| International equity | 76 | ||||||||||||||||||||||
| Fixed income | 247 | ||||||||||||||||||||||
| Other | 105 | ||||||||||||||||||||||
| Total assets at fair value | $ | 1,269 | |||||||||||||||||||||
88
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 15. Employee Benefit Plans (Continued)
| Fair Value Measurements at December 31, 2021 | |||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Common stock | $ | 135 | $ | — | $ | — | $ | 135 | |||||||||||||||
| Mutual funds | 426 | — | — | 426 | |||||||||||||||||||
| Corporate bonds | — | 304 | — | 304 | |||||||||||||||||||
| U.S. Treasury instruments | 226 | — | — | 226 | |||||||||||||||||||
U.S. government agency, state and local government bonds | — | 3 | — | 3 | |||||||||||||||||||
| Other | — | 8 | — | 8 | |||||||||||||||||||
| Total assets | $ | 787 | $ | 315 | $ | — | $ | 1,102 | |||||||||||||||
| Common collective trust funds at NAV | |||||||||||||||||||||||
| U.S. equity | 34 | ||||||||||||||||||||||
| International equity | 193 | ||||||||||||||||||||||
| Fixed income | 285 | ||||||||||||||||||||||
| Other | 128 | ||||||||||||||||||||||
| Total assets at fair value | $ | 1,742 | |||||||||||||||||||||
Level 3 Gains and Losses:
There are no Plan assets classified as Level 3 in the fair value hierarchy; therefore there are no gains or losses associated with Level 3 assets.
The following table sets forth the actual asset allocation for the Company’s global pension plan assets as of the measurement date:
December 31 2022(1)(2) | December 31 2021(2) | ||||||||||
| Equity securities | 33% | 47% | |||||||||
| Debt securities | 62% | 44% | |||||||||
| Other | 5% | 9% | |||||||||
| Total | 100% | 100% | |||||||||
(1)The Company’s U.S. pension plans contain approximately 66% of the Company’s global pension plan assets. The actual asset allocation for the Company’s U.S. pension plans as of the measurement date consists of 37% equity securities and 63% debt securities. The target asset allocation for the Company’s U.S. pension plans is approximately the same as the actual asset allocation. The actual asset allocation for the Company’s foreign pension plans as of the measurement date consists of 24% equity securities, 62% debt securities, and 14% other. The target asset allocation for the Company’s foreign pension plans is approximately the same as the actual asset allocation.
(2)The Company’s pension plans did not directly hold any shares of Company common stock as of the December 31, 2022 and 2021 measurement dates.
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Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 15. Employee Benefit Plans (Continued)
Investment objectives for the Company’s plan assets are to:
•Optimize the long-term return on plan assets at an acceptable level of risk.
•Maintain a broad diversification across asset classes and among investment managers.
•Maintain careful control of the risk level within each asset class.
Asset allocation targets promote optimal expected return and volatility characteristics given the long-term time horizon for fulfilling the obligations of the pension plans. Selection of the targeted asset allocation for plan assets was based upon a review of the expected return and risk characteristics of each asset class, as well as the correlation of returns among asset classes. The U.S. pension plans target asset allocation is also based on an asset and liability study that is updated periodically.
Investment guidelines are established with each investment manager. These guidelines provide the parameters within which the investment managers agree to operate, including criteria that determine eligible and ineligible securities, diversification requirements, and credit quality standards, where applicable. In some countries, derivatives may be used to gain market exposure in an efficient and timely manner; however, derivatives may not be used to leverage the portfolio beyond the market value of underlying investments.
The Company uses external consultants to assist in monitoring the investment strategy and asset mix for the Company’s plan assets. To develop the Company’s expected long-term rate of return assumption on plan assets, the Company generally uses long-term historical return information for the targeted asset mix identified in asset and liability studies. Adjustments are made to the expected long-term rate of return assumption when deemed necessary based upon revised expectations of future investment performance of the overall investment markets.
Contributions and Expected Future Benefit Payments
Based on actuarial calculations, the Company expects to contribute $25 million to the pension plans and $14 million to the postretirement benefit plan during 2023. The Company may elect to make additional discretionary contributions during this period.
The following benefit payments, which reflect expected future service, are expected to be paid by the benefit plans:
| Pension Benefits | Postretirement Benefits | ||||||||||
| (In millions) | |||||||||||
| 2023 | $ | 64 | $ | 14 | |||||||
| 2024 | 70 | 13 | |||||||||
| 2025 | 76 | 12 | |||||||||
| 2026 | 82 | 11 | |||||||||
| 2027 | 85 | 10 | |||||||||
| 2028-2032 | 524 | 44 | |||||||||
Note 16. Shareholders’ Equity
The Company has authorized one billion shares of common stock and 500,000 shares of preferred stock, each with zero par value. No preferred stock has been issued. At December 31, 2022 and 2021, the Company had approximately 169.0 million shares and 156.6 million shares, respectively, of its common shares in treasury. Treasury stock of $4.9 billion and $5.1 billion at December 31, 2022 and 2021, respectively, is recorded at cost as a reduction of common stock, and treasury stock of $1.7 billion and $0.3 billion at December 31, 2022 and 2021, respectively, is recorded at cost as a reduction of retained earnings.
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Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 16. Shareholders’ Equity (Continued)
The following tables set forth the changes in AOCI by component and the reclassifications out of AOCI for the years ended December 31, 2022 and 2021:
Foreign Currency Translation Adjustment | Deferred Gain (Loss) on Hedging Activities | Pension and Other Postretirement Benefit Liabilities Adjustment | Unrealized Gain (Loss) on Investments | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||
| Balance at December 31, 2020 | $ | (2,424) | $ | 185 | $ | (365) | $ | — | $ | (2,604) | |||||||||||||||||||
| Other comprehensive income before reclassifications | (119) | 507 | 190 | (2) | 576 | ||||||||||||||||||||||||
| Gain (loss) on net investment hedges | 398 | — | — | — | 398 | ||||||||||||||||||||||||
| Amounts reclassified from AOCI | — | (474) | 99 | — | (375) | ||||||||||||||||||||||||
| Tax effect | (103) | 7 | (71) | — | (167) | ||||||||||||||||||||||||
| Net of tax amount | 176 | 40 | 218 | (2) | 432 | ||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | (2,248) | $ | 225 | $ | (147) | $ | (2) | $ | (2,172) | |||||||||||||||||||
| Other comprehensive income before reclassifications | (609) | 268 | 117 | (12) | (236) | ||||||||||||||||||||||||
| Gain (loss) on net investment hedges | 328 | — | — | — | 328 | ||||||||||||||||||||||||
| Amounts reclassified from AOCI | — | (352) | 23 | — | (329) | ||||||||||||||||||||||||
| Tax effect | (93) | 7 | (15) | 1 | (100) | ||||||||||||||||||||||||
| Net of tax amount | (374) | (77) | 125 | (11) | (337) | ||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | (2,622) | $ | 148 | $ | (22) | $ | (13) | $ | (2,509) | |||||||||||||||||||
The change in foreign currency translation adjustment in 2022 is due to the U.S. dollar appreciation impacting the equity value of the Company’s foreign subsidiaries, partially offset by net investment hedges as discussed in Note 5, while the change in foreign currency translation adjustment in 2021 is primarily due to net investment hedges.
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Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 16. Shareholders’ Equity (Continued)
| Amounts reclassified from AOCI Year Ended December 31 | Affected line item in the consolidated statement of | |||||||||||||
| Details about AOCI components | 2022 | 2021 | 2020 | earnings | ||||||||||
| (In millions) | ||||||||||||||
| Deferred loss (gain) on hedging activities | ||||||||||||||
| $ | (1) | $ | 16 | $ | 68 | Revenues | ||||||||
| (351) | (490) | (27) | Cost of products sold | |||||||||||
| — | — | 2 | Interest expense | |||||||||||
| — | — | 2 | Other (income) expense - net | |||||||||||
| (352) | (474) | 45 | Earnings before income taxes | |||||||||||
| 62 | 118 | 7 | Income tax expense | |||||||||||
| $ | (290) | $ | (356) | $ | 52 | Net earnings | ||||||||
| Pension liability adjustment | ||||||||||||||
| Amortization of defined benefit pension items: | ||||||||||||||
| Prior service losses (credit) | $ | (119) | $ | (77) | $ | (32) | Other (income) expense - net | |||||||
| Actuarial losses | 142 | 176 | 39 | Other (income) expense - net | ||||||||||
| 23 | 99 | 7 | Earnings before income taxes | |||||||||||
| (4) | (26) | (11) | Income tax expense | |||||||||||
| $ | 19 | $ | 73 | $ | (4) | Net earnings | ||||||||
Note 17. Segment and Geographic Information
The Company’s operations are organized, managed, and classified into three reportable business segments: Ag Services and Oilseeds, Carbohydrate Solutions, and Nutrition. Each of these segments is organized based upon the nature of products and services offered. The Company’s remaining operations are not reportable segments, as defined by the applicable accounting standard, and are classified as Other Business.
The Ag Services and Oilseeds segment includes global activities related to the origination, merchandising, transportation, and storage of agricultural raw materials, and the crushing and further processing of oilseeds such as soybeans and soft seeds (cottonseed, sunflower seed, canola, rapeseed, and flaxseed) into vegetable oils and protein meals. Oilseeds products produced and marketed by the segment include ingredients for food, feed, energy, and industrial customers. Crude vegetable oils produced by the segment’s crushing activities are sold “as is” to manufacturers of renewable green diesel and other customers or are further processed by refining, blending, bleaching, and deodorizing into salad oils. Salad oils are sold “as is” or are further processed by hydrogenating and/or interesterifying into margarine, shortening, and other food products. Partially refined oils are used to produce biodiesel and glycols or are sold to other manufacturers for use in chemicals, paints, and other industrial products. Oilseed protein meals are principally sold to third parties to be used as ingredients in commercial livestock and poultry feeds. The Ag Services and Oilseeds segment is also a major supplier of peanuts and peanut-derived ingredients to both the U.S. and export markets. In North America, cotton cellulose pulp is manufactured and sold to the chemical, paper, and other industrial markets. The Ag Services and Oilseeds segment’s grain sourcing, handling, and transportation network (including barge, ocean-going vessel, truck, rail, and container freight services) provides reliable and efficient services to the Company’s customers and agricultural processing operations. The Ag Services and Oilseeds segment also includes agricultural commodity and feed product import, export, and global distribution, and structured trade finance activities. The Company engages in various structured trade finance activities to leverage its global trade flows. This segment also includes the Company’s share of the results of its equity investment in Wilmar and its share of the results of its Pacificor, Stratas Foods LLC, Edible Oils Limited, Olenex, and SoyVen joint ventures.
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Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 17. Segment and Geographic Information (Continued)
The Carbohydrate Solutions segment is engaged in corn and wheat wet and dry milling and other activities. The Carbohydrate Solutions segment converts corn and wheat into products and ingredients used in the food and beverage industry including sweeteners, corn and wheat starches, syrup, glucose, wheat flour, and dextrose. Dextrose and starch are used by the Carbohydrate Solutions segment as feedstocks in other downstream processes. By fermentation of dextrose, the Carbohydrate Solutions segment produces alcohol and other food and animal feed ingredients. Ethyl alcohol is produced by the Company for industrial use in products such as hand sanitizers and ethanol for use in gasoline due to its ability to increase octane as an extender and oxygenate. Corn gluten feed and meal, as well as distillers’ grains, are produced for use as animal feed ingredients. Corn germ, a by-product of the wet milling process, is further processed into vegetable oil and protein meal. Other Carbohydrate Solutions products include citric acids which are used in various food and industrial products. The Carbohydrate Solutions segment has announced various memorandums of understanding with potential strategic partners leveraging our core production capabilities and carbon sequestration experience to facilitate the production of low carbon, bio-based products such as sustainable aviation fuel and innovative renewable chemicals. This segment also includes the Company’s share of the results of its equity investments in Hungrana Ltd., Almidones Mexicanos S.A., and Aston Foods and Food Ingredients. In November 2021, the Company sold its ethanol production complex in Peoria, Illinois. In August 2022, the Company launched two joint ventures, GreenWise Lactic and LG Chem Illinois Biochem, with LG Chem, a leading global diversified chemical company, for the U.S. production of lactic acid and polylactic acid to meet growing demand for a wide variety of plant-based products.
The Nutrition segment serves various end markets including food, beverages, nutritional supplements, and feed and premix for livestock, aquaculture, and pet food. The segment engages in the manufacturing, sale, and distribution of a wide array of ingredients and solutions including plant-based proteins, natural flavors, flavor systems, natural colors, emulsifiers, soluble fiber, polyols, hydrocolloids, probiotics, prebiotics, enzymes, botanical extracts, and other specialty food and feed ingredients. The Nutrition segment includes the activities related to the procurement, processing, and distribution of edible beans. The segment also includes activities related to the processing and distribution of formula feeds and animal health and nutrition products and the manufacture of contract and private label pet treats and foods. This segment also includes the Company’s share of the results of its equity investment in Vimison S.A. de C.V.
Other Business includes the Company’s financial business units related to futures commission and insurance activities.
Intersegment sales have been recorded at amounts approximating market. Operating profit for each 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 included in total segment operating profit and certain corporate items are not allocated to the Company’s individual business segments because operating performance of each business segment is evaluated by management exclusive of these items. Corporate results principally include the impact of LIFO-related adjustments, 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 that ADM Ventures has investments in.
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Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 17. Segment and Geographic Information (Continued)
Segment Information
| Year Ended | |||||||||||||||||
| (In millions) | December 31 | ||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Gross revenues | |||||||||||||||||
| Ag Services and Oilseeds | $ | 83,686 | $ | 70,455 | $ | 55,667 | |||||||||||
| Carbohydrate Solutions | 16,336 | 12,672 | 9,423 | ||||||||||||||
| Nutrition | 7,836 | 6,933 | 5,959 | ||||||||||||||
| Other | 396 | 380 | 367 | ||||||||||||||
| Intersegment elimination | (6,698) | (5,191) | (7,061) | ||||||||||||||
| Total | $ | 101,556 | $ | 85,249 | $ | 64,355 | |||||||||||
| Intersegment revenues | |||||||||||||||||
| Ag Services and Oilseeds | $ | 4,123 | $ | 3,408 | $ | 5,951 | |||||||||||
| Carbohydrate Solutions | 2,375 | 1,562 | 951 | ||||||||||||||
| Nutrition | 200 | 221 | 159 | ||||||||||||||
| Total | $ | 6,698 | $ | 5,191 | $ | 7,061 | |||||||||||
| Revenues from external customers | |||||||||||||||||
| Ag Services and Oilseeds | |||||||||||||||||
| Ag Services | $ | 53,181 | $ | 45,017 | $ | 32,726 | |||||||||||
| Crushing | 13,139 | 11,368 | 9,593 | ||||||||||||||
| Refined Products and Other | 13,243 | 10,662 | 7,397 | ||||||||||||||
| Total Ag Services and Oilseeds | 79,563 | 67,047 | 49,716 | ||||||||||||||
| Carbohydrate Solutions | |||||||||||||||||
| Starches and Sweeteners | 10,251 | 7,611 | 6,387 | ||||||||||||||
| Vantage Corn Processors | 3,710 | 3,499 | 2,085 | ||||||||||||||
| Total Carbohydrate Solutions | 13,961 | 11,110 | 8,472 | ||||||||||||||
| Nutrition | |||||||||||||||||
| Human Nutrition | 3,769 | 3,189 | 2,812 | ||||||||||||||
| Animal Nutrition | 3,867 | 3,523 | 2,988 | ||||||||||||||
| Total Nutrition | 7,636 | 6,712 | 5,800 | ||||||||||||||
| Other | 396 | 380 | 367 | ||||||||||||||
| Total | $ | 101,556 | $ | 85,249 | $ | 64,355 | |||||||||||
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Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 17. Segment and Geographic Information (Continued)
| Year Ended | |||||||||||||||||
| (In millions) | December 31 | ||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Depreciation | |||||||||||||||||
| Ag Services and Oilseeds | $ | 334 | $ | 349 | $ | 351 | |||||||||||
| Carbohydrate Solutions | 307 | 322 | 305 | ||||||||||||||
| Nutrition | 120 | 101 | 114 | ||||||||||||||
| Other | 9 | 8 | 6 | ||||||||||||||
| Corporate | 24 | 27 | 24 | ||||||||||||||
| Total | $ | 794 | $ | 807 | $ | 800 | |||||||||||
Long-lived asset impairments(1) | |||||||||||||||||
| Ag Services and Oilseeds | $ | — | $ | 10 | $ | 8 | |||||||||||
| Carbohydrate Solutions | 14 | 13 | — | ||||||||||||||
| Nutrition | 21 | 50 | 13 | ||||||||||||||
| Corporate | — | — | 7 | ||||||||||||||
| Total | $ | 35 | $ | 73 | $ | 28 | |||||||||||
| Interest and investment income | |||||||||||||||||
| Ag Services and Oilseeds | $ | 52 | $ | 27 | $ | 39 | |||||||||||
| Nutrition | 2 | 1 | 2 | ||||||||||||||
| Other | 185 | 16 | 40 | ||||||||||||||
| Corporate | 54 | 52 | 30 | ||||||||||||||
| Total | $ | 293 | $ | 96 | $ | 111 | |||||||||||
| Equity in earnings of affiliates | |||||||||||||||||
| Ag Services and Oilseeds | $ | 714 | $ | 500 | $ | 475 | |||||||||||
| Carbohydrate Solutions | 94 | 70 | 81 | ||||||||||||||
| Nutrition | 23 | 24 | 22 | ||||||||||||||
| Corporate | 1 | 1 | 1 | ||||||||||||||
| Total | $ | 832 | $ | 595 | $ | 579 | |||||||||||
(1) See Note 18 for total asset impairment, exit, and restructuring costs. | |||||||||||||||||
95
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 17. Segment and Geographic Information (Continued)
| Year Ended | |||||||||||||||||
| (In millions) | December 31 | ||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Segment Operating Profit | |||||||||||||||||
| Ag Services and Oilseeds | $ | 4,386 | $ | 2,775 | $ | 2,105 | |||||||||||
| Carbohydrate Solutions | 1,360 | 1,283 | 717 | ||||||||||||||
| Nutrition | 736 | 691 | 574 | ||||||||||||||
| Other | 167 | 25 | 52 | ||||||||||||||
| Specified Items: | |||||||||||||||||
Gains on sales of assets and businesses(1) | 47 | 77 | 83 | ||||||||||||||
Impairment, restructuring, and settlement charges(2) | (147) | (213) | (76) | ||||||||||||||
| Total segment operating profit | 6,549 | 4,638 | 3,455 | ||||||||||||||
| Corporate | (1,316) | (1,325) | (1,572) | ||||||||||||||
| Earnings before income taxes | $ | 5,233 | $ | 3,313 | $ | 1,883 | |||||||||||
(1) The gains in 2022 were related to the sale of certain assets. The gains in 2021 were related to the sale of ethanol and certain other assets. The gains in 2020 were related to the sale of a portion of the Company’s shares in Wilmar and certain other assets.
(2) The charges in 2022 were related to the impairment of certain assets, restructuring, and settlement contingencies. The charges in 2021 were related to the impairment of certain long-lived assets, goodwill, and other intangibles, restructuring, and a legal settlement. The charges in 2020 were related to the impairment of certain assets, restructuring, and settlement.
96
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 17. Segment and Geographic Information (Continued)
| (In millions) | December 31 | ||||||||||
| 2022 | 2021 | ||||||||||
| Investments in and advances to affiliates | |||||||||||
| Ag Services and Oilseeds | $ | 4,863 | $ | 4,826 | |||||||
| Carbohydrate Solutions | 365 | 358 | |||||||||
| Nutrition | 111 | 56 | |||||||||
| Corporate | 128 | 45 | |||||||||
| Total | $ | 5,467 | $ | 5,285 | |||||||
| Identifiable assets | |||||||||||
| Ag Services and Oilseeds | $ | 28,657 | $ | 25,976 | |||||||
| Carbohydrate Solutions | 6,801 | 6,238 | |||||||||
| Nutrition | 10,615 | 10,142 | |||||||||
| Other | 10,569 | 9,235 | |||||||||
| Corporate | 3,132 | 4,545 | |||||||||
| Total | $ | 59,774 | $ | 56,136 | |||||||
| (In millions) | Year Ended December 31 | ||||||||||
| 2022 | 2021 | ||||||||||
| Gross additions to property, plant, and equipment | |||||||||||
| Ag Services and Oilseeds | $ | 568 | $ | 451 | |||||||
| Carbohydrate Solutions | 261 | 260 | |||||||||
| Nutrition | 314 | 242 | |||||||||
| Other | 15 | 7 | |||||||||
| Corporate | 53 | 45 | |||||||||
| Total | $ | 1,211 | $ | 1,005 | |||||||
97
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 17. Segment and Geographic Information (Continued)
Geographic information: The following geographic data include revenues attributed to the countries based on the location of the subsidiary making the sale and long-lived assets based on physical location. Long-lived assets represent the net book value of property, plant, and equipment.
| Year Ended | |||||||||||||||||
| (In millions) | December 31 | ||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Revenues | |||||||||||||||||
| United States | $ | 43,272 | $ | 35,396 | $ | 25,986 | |||||||||||
| Switzerland | 21,821 | 18,453 | 13,819 | ||||||||||||||
| Cayman Islands | 5,883 | 5,515 | 3,958 | ||||||||||||||
| Brazil | 4,004 | 3,213 | 2,357 | ||||||||||||||
| Mexico | 3,709 | 2,934 | 2,244 | ||||||||||||||
| Canada | 2,272 | 1,818 | 1,280 | ||||||||||||||
| United Kingdom | 2,231 | 1,848 | 1,519 | ||||||||||||||
| Other Foreign | 18,364 | 16,072 | 13,192 | ||||||||||||||
| $ | 101,556 | $ | 85,249 | $ | 64,355 | ||||||||||||
| (In millions) | December 31 | ||||||||||
| 2022 | 2021 | ||||||||||
| Long-lived assets | |||||||||||
| United States | $ | 6,322 | $ | 6,098 | |||||||
| Brazil | 801 | 760 | |||||||||
| Other Foreign | 2,810 | 2,945 | |||||||||
| $ | 9,933 | $ | 9,803 | ||||||||
Note 18. Asset Impairment, Exit, and Restructuring Costs
The following table sets forth the charges included in asset impairment, exit, and restructuring costs.
| (In millions) | Year Ended December 31 | ||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
Restructuring and exit costs (1) | $ | 29 | $ | 39 | $ | 26 | |||||||||||
Impairment charge - goodwill and other intangible assets (2) | 2 | 52 | 26 | ||||||||||||||
Impairment charge - other long-lived assets (3) | 35 | 73 | 28 | ||||||||||||||
| Total asset impairment, exit, and restructuring costs | $ | 66 | $ | 164 | $ | 80 | |||||||||||
98
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 18. Asset Impairment, Exit, and Restructuring Costs (Continued)
(1)Restructuring and exist costs for the year ended December 31, 2022 consisted of several individually insignificant restructuring charges totaling $28 million presented as specified items within segment operating profit and restructuring charges of $1 million in Corporate. Restructuring and exit costs for the year ended December 31, 2021 consisted of several individually insignificant restructuring charges totaling $35 million presented as specified items within segment operating profit and $4 million in Corporate. Restructuring and exit costs for the year ended December 31, 2020 consisted of several individually insignificant restructuring charges totaling $17 million presented as specified items within segment operating profit and $9 million in Corporate.
(2)Impairment charge - goodwill and other intangible assets for the year ended December 31, 2022 consisted of customer list impairment of $2 million in Nutrition presented as specified items within segment operating profit. Impairment charge - goodwill and other intangible assets for the year ended December 31, 2021 consisted of goodwill impairment of $5 million and of $42 million in Ag Services and Oilseeds, and goodwill impairment of $1 million and of $4 million in Nutrition, presented as specified items within segment operating profit. Impairment charge - goodwill and other intangible assets for the year ended December 31, 2020 consisted of other intangible asset impairments presented as specified items within segment operating profit.
(3)Impairment charge - other long-lived assets for the year ended December 31, 2022 consisted of impairments related to certain long-lived assets in Carbohydrate Solutions and Nutrition of $15 million and $20 million, respectively, presented as specified items within segment operating profit. Impairment charge - other long-lived assets for the year ended December 31, 2021 consisted of impairments related to certain long-lived assets in Ag Services and Oilseeds, Carbohydrate Solutions, and Nutrition of $10 million, $13 million, and $50 million, respectively, presented as specified items within segment operating profit. Impairment charge - other long-lived assets for the year ended December 31, 2020 consisted of impairments related to certain long-lived assets in Ag Services and Oilseeds and Nutrition of $8 million and $13 million, respectively, presented as specified items within segment operating profit, and $7 million of impairments related to certain assets in Corporate.
Note 19. Sale of Accounts Receivable
The Company has an accounts receivable securitization program (the “Program”) with certain commercial paper conduit purchasers and committed purchasers (collectively, the “First Purchasers”). Under the Program, certain U.S.-originated trade accounts receivable are sold to a wholly-owned bankruptcy-remote entity, ADM Receivables, LLC (“ADM Receivables”). Prior to October 1, 2020, ADM Receivables transferred such purchased accounts receivable in their entirety to the First Purchasers pursuant to a receivables purchase agreement. In exchange for the transfer of the accounts receivable, ADM Receivables received a cash payment up to a certain amount and an additional amount upon the collection of the accounts receivable (deferred consideration). On October 1, 2020, the Company restructured the First Program from a deferred purchase price to a pledge structure. Under the new structure, 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 $1.8 billion for the accounts receivable transferred. The First Program terminates on May 18, 2023, 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). Prior to April 1, 2020, ADM Ireland Receivables transferred such purchased accounts receivable in their entirety to the Second Purchasers pursuant to a receivables purchase agreement. In exchange for the transfer of the accounts receivable, ADM Ireland Receivables received a cash payment up to a certain amount and an additional amount upon the collection of the accounts receivable (deferred consideration). On April 1, 2020, the Company restructured the Second Program from a deferred purchase price to a pledge structure. Under the new structure, 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 $0.8 billion (€0.8 billion) for the accounts receivables transferred. The Second Program terminates on March 16, 2023, unless extended.
99
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 19. Sale of Accounts Receivable (Continued)
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. The Company acts as a servicer for the transferred receivables. At December 31, 2022 and 2021, 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 December 31, 2022 and 2021, the fair value of trade receivables transferred to the Purchasers under the Programs and derecognized from the Company’s consolidated balance sheet was $2.6 billion and $2.2 billion, respectively. Total receivables sold were $59.0 billion, $50.3 billion, and $35.0 billion for the years ended December 31, 2022, 2021, and 2020, respectively. Cash collections from customers on receivables sold were $56.9 billion, $47.3 billion, and $34.2 billion for the years ended December 31, 2022, 2021, and 2020, respectively. Of the 2020 amount, $6.7 billion was cash collections on the deferred consideration reflected as cash inflows from investing activities for the years ended December 31, 2020. Receivables pledged as collateral to the Purchasers were $0.6 billion and $0.5 billion as of December 31, 2022 and 2021, respectively.
Transfers of receivables under the Programs during the years ended December 31, 2022, 2021, and 2020 resulted in an expense for the loss on sale of $21 million, $11 million, and $9 million, respectively, which is classified as selling, general, and administrative expenses in the consolidated statements of earnings.
In accordance with the amended guidance of Topic 230, the Company reflects cash flows related to the deferred receivables consideration as investing activities in its consolidated statements of cash flows. All other cash flows are classified as operating activities because the cash received from the Purchasers upon both the sale and collection of the receivables is not subject to significant interest rate risk given the short-term nature of the Company’s trade receivables.
Note 20. 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 13 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 our business, and at any given time, the Company has matters at various stages of resolution. The outcomes of these matters are not within our 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.
100
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
Note 20. Legal Proceedings (Continued)
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 that 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 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. 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 has appealed the dismissal. 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.
101
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Archer-Daniels-Midland Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Archer-Daniels-Midland Company (the Company) as of December 31, 2022 and 2021, the related consolidated statements of earnings, comprehensive income (loss), cash flows, and shareholders’ equity for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 14, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
102
| Market or Fair Values of Certain Merchandisable Agricultural Commodity Inventories, Inventory-Related Payables, and Forward Commodity Purchase and Sales Contracts | |||||
| Description of the Matter | As explained in Notes 1 and 4 to the consolidated financial statements, certain merchandisable agricultural commodity inventory and inventory-related payables are stated at market or fair value. Forward commodity purchase and sales contracts that qualify as derivative contracts are also stated at market or fair value. The merchandisable agricultural commodity inventory, inventory-related payables, and forward commodity purchase and sales contracts are considered level 2 and 3 fair value instruments. As of December 31, 2022, the market or fair values of certain merchandisable agricultural commodity inventories, inventory-related payables, forward commodity contracts in an asset position, and forward commodity contracts in a liability position were $9,041 million, $1,270 million, $1,337 million, and $1,268 million, respectively. | ||||
| Auditing the estimated market or fair values of merchandisable agricultural commodity inventories, inventory-related payables, and forward commodity purchase and sale contracts is complex due to the judgment involved in determining market or fair value, specifically related to determining the estimated basis adjustments, which represent the adjustment made to exchange quoted prices to arrive at the market or fair values of certain merchandisable agricultural commodity inventories, inventory-related payables, and forward commodity purchase and sales contracts. The basis adjustments are generally determined using inputs from competitor or broker quotations or market transactions and 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 these basis adjustments. | |||||
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s determination of the estimated market or fair values of certain merchandisable agricultural commodity inventories, inventory-related payables, and forward commodity purchase and sale contracts. Our tests included controls over the estimation process supporting the basis adjustments. | ||||
| To test the estimated market or fair values of certain merchandisable agricultural commodity inventories, inventory-related payables, and forward commodity purchase and sale contracts, our audit procedures included, among others, evaluating (i) the Company’s selection of the principal market, (ii) the inputs for the basis adjustments, and (iii) the completeness and accuracy of the underlying data supporting the basis adjustments. For example, we evaluated management’s methodology for determining the basis adjustment including assessing the principal market identified and sources utilized by management to support the basis adjustment. Specifically, we compared the basis adjustments used by management to competitor and broker quotations, trade publications, and/or recently executed transactions. Further, we investigated, to the extent necessary, basis adjustments that were inconsistent with third party available information. Finally, we evaluated the adequacy of the Company’s financial statement disclosures related to the estimated market or fair values of certain merchandisable agricultural inventories, inventory-related payables, and forward commodity purchase and sale contracts. | |||||
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1930.
Saint Louis, Missouri
February 14, 2023
103
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Archer-Daniels-Midland Company
Opinion on Internal Control over Financial Reporting
We have audited Archer-Daniels-Midland Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). In our opinion, Archer-Daniels-Midland Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Archer-Daniels-Midland Company as of December 31, 2022 and 2021, the related consolidated statements of earnings, comprehensive income (loss), cash flows, and shareholders’ equity for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2), and our report dated February 14, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Saint Louis, Missouri
February 14, 2023
104
| Item 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | ||||
None.
| Item 9A. | CONTROLS AND PROCEDURES | ||||
As of December 31, 2022, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
During 2018, the Company launched an initiative called Readiness to drive new efficiencies and improve the customer experience in the Company’s existing businesses through a combination of data analytics, process simplification and standardization, and behavioral and cultural change, building upon its earlier 1ADM and operational excellence programs. As part of this transformation, the Company is implementing a new enterprise resource planning (ERP) system on a worldwide basis, which is expected to occur in phases over the next several years. During 2022, there were no deployments of the ERP system. The Company continues to consider changes in its design of and testing for effectiveness of internal controls over financial reporting and concluded, as part of the evaluation described in the above paragraph, that the implementation of the new ERP system has not materially affected its internal control over financial reporting.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Archer-Daniels-Midland Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.
Under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, the Company’s management assessed the design and operating effectiveness of internal control over financial reporting as of December 31, 2022 based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022.
Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2022. That report is included herein.
| /s/ Juan R. Luciano Juan R. Luciano Chairman, Chief Executive Officer, and President | /s/ Vikram Luthar Vikram Luthar Senior Vice President and Chief Financial Officer | ||||
| Item 9B. | OTHER INFORMATION | ||||
None.
| Item 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | |||||||||||||
Not applicable.
105
PART III
| Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | ||||
Information with respect to directors, code of conduct, audit committee and audit committee financial experts of the Company, and Section 16(a) beneficial ownership reporting compliance is set forth in “Proposal No. 1 - Election of Directors for a One-Year Term,” “Code of Conduct,” “Information Concerning Committees and Meetings – Audit Committee,” “Report of the Audit Committee,” and “Director Evaluations; Delinquent Section 16(a) Reports,” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before May 1, 2023 and is incorporated herein by reference.
Officers of the Company are elected by the Board of Directors for terms of one year and until their successors are duly elected and qualified.
Information with respect to executive officers and certain significant employees of the Company is set forth below. Except as otherwise indicated, all positions are with the Company.
| Name | Titles | Age | |||||||||||||||
| Ronald S. Bandler | Vice President and Treasurer since May 2022. Assistant Treasurer from January 1998 to May 2022. | 62 | |||||||||||||||
| Benjamin I. Bard | Vice President and Chief Audit Executive since June 2021. Global Chief Compliance Officer since January 2014. | 49 | |||||||||||||||
| Camille Batiste | Senior Vice President, Global Supply Chain and Procurement since May 2021. President, Global Supply Chain from January 2020 to May 2021. President, Nutrition Optimization from June 2019 to May 2021. Vice President, Global Procurement from March 2017 to June 2019. Vice President, Sourcing Operations & Compliance at Honeywell Aerospace from March 2015 to March 2017. | 51 | |||||||||||||||
| Veronica L. Braker | Senior Vice President, Global Operations since April 2019. Executive Champion of Global Safety since January 2020. Vice President of Operations - Performance Materials at BASF from April 2017 to March 2019. Head of Operations for North America - Performance Materials at BASF from January 2014 to April 2017. | 55 | |||||||||||||||
| Christopher M. Cuddy | Senior Vice President of the Company since May 2015. President, Carbohydrate Solutions business unit since March 2015. | 49 | |||||||||||||||
| Pierre-Christophe Duprat | President, Biosolutions and International Corn since August 2022. President, Animal Nutrition from August 2018 to August 2022. President, ADM Europe, Middle East, and Africa (EMEA) from June 2016 to August 2018. President, ADM Corn EMEA and Asia from November 2015 to August 2022. | 55 | |||||||||||||||
| D. Cameron Findlay | Senior Vice President, General Counsel, and Secretary since July 2013. | 63 | |||||||||||||||
| Kristy Folkwein | Senior Vice President of the Company since March 2018. Chief Technology Officer since January 2020. Chief Information Officer from March 2018 to January 2020. Vice President and Chief Information Officer from June 2016 to March 2018. | 60 | |||||||||||||||
| Molly Strader Fruit | Vice President, Corporate Controller since March 2021. Vice President, Global Financial Services from May 2019 to March 2021. Controller, Carbohydrate Solutions from August 2018 to May 2019. Vice President, Global Credit from April 2016 to June 2019. Controller, Americas for Agricultural Services from June 2015 to August 2018. | 44 | |||||||||||||||
| Leticia Goncalves | President, Global Foods since March 2021. President, Global Specialty Ingredients from January 2020 to March 2021. Senior Vice President and U.S. Division Head at Bayer from September 2018 to January 2020. President, Europe and Middle East at Monsanto from August 2014 to August 2018. | 48 | |||||||||||||||
| Domingo Lastra | President, South America since July 2017. Vice President, Integration and Strategy from March 2016 to July 2017. | 54 | |||||||||||||||
| Juan R. Luciano | Chairman of the Board of Directors since January 2016. Chief Executive Officer and President since January 2015. | 61 | |||||||||||||||
106
| Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (Continued) | ||||
| Vikram Luthar | Senior Vice President of the Company since March 2015. Chief Financial Officer since April 2022. Head of Investor Relations from June 2021 to July 2022. Chief Financial Officer, Nutrition from January 2020 to April 2022. President, Health & Wellness from March 2018 to January 2020. President, Bioactives from February 2017 to March 2018. President, Enzymes from December 2015 to February 2017. CFO, Corn Processing business unit from March 2014 to February 2017. | 56 | |||||||||||||||
| Vincent F. Macciocchi | Senior Vice President of the Company and President, Nutrition business unit since May 2015. Chief Sales and Marketing Officer since January 2020. | 57 | |||||||||||||||
| Gregory A. Morris | Senior Vice President of the Company since November 2014. President, Ag Services & Oilseeds business unit since July 2019. President, Global Oilseeds Processing business unit from May 2015 to June 2019. | 51 | |||||||||||||||
| Ian Pinner | Senior Vice President of the Company since January 2020. Chief Strategy and Innovation Officer since January 2020. President, Health and Wellness from January 2020 to March 2021. Vice President, Growth and Strategy from August 2018 to January 2020. Chief Growth Officer from July 2017 to August 2018. President, Southeast Asia and Global Destination Marketing from December 2015 to July 2017. | 50 | |||||||||||||||
| Ismael Roig | Senior Vice President of the Company since December 2015. President, Animal Nutrition since August 2022. President, ADM Europe, Middle East, and Africa (EMEA) since August 2018. Chief Strategy Officer from December 2015 to August 2018. Chief Sustainability Officer from May 2015 to March 2017. | 55 | |||||||||||||||
| John P. Stott | President, ADM Investor Services, Inc. since July 2022. Group Vice President, Finance, Corporate Treasurer, and CFO, Global Technology from March 2021 to May 2022. Group Vice President, Finance and Corporate Controller from August 2014 to March 2021. | 55 | |||||||||||||||
| Joseph D. Taets | Senior Vice President of the Company since August 2011. President, Asia Pacific since May 2021. Executive Champion for Quality and Food Safety from January 2020 to May 2021. President, Global Business Readiness from March 2018 to May 2021. President, Agricultural business unit from August 2011 to March 2018. | 57 | |||||||||||||||
| Thuy-Nga T. Vo | Chief Counsel, Corporate, Securities, and Mergers and Acquisitions and Assistant Secretary since January 2017. Chief Counsel, Mergers and Acquisitions from May 2013 to January 2017. | 58 | |||||||||||||||
| Jennifer L. Weber | Senior Vice President and Chief Human Resources Officer since August 2020. Executive Vice President - Human Resources at Lowe’s Companies, Inc. from March 2016 to April 2020. | 56 | |||||||||||||||
| Todd Werpy | Senior Vice President and Chief Science Officer since January 2020. Senior Vice President and Chief Technology Officer from March 2015 to January 2020. | 60 | |||||||||||||||
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| Item 11. | EXECUTIVE COMPENSATION | ||||
Information responsive to this Item is set forth in “Compensation Discussion and Analysis,” “Executive Compensation,” and “Director Compensation” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before May 1, 2023, and is incorporated herein by reference.
| Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | ||||
Information responsive to this Item is set forth in “Principal Holders of Voting Securities,” “Proposal No. 1 - Election of Directors for a One-Year Term,” “Executive Officer Stock Ownership,” and “Equity Compensation Plan Information at December 31, 2022” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before May 1, 2023, and is incorporated herein by reference.
| Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | ||||
Information responsive to this Item is set forth in “Certain Relationships and Related Transactions,” “Review and Approval of Certain Relationships and Related Transactions,” and “Independence of Directors” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before May 1, 2023, and is incorporated herein by reference.
| Item 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | ||||
Information responsive to this Item is set forth in “Fees Paid to Independent Auditors” and “Audit Committee Pre-Approval Policies” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before May 1, 2023, and is incorporated herein by reference.
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PART IV
| Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | ||||
| (a)(1) | See Item 8, “Financial Statements and Supplementary Data,” for a list of financial statements. | ||||
| (a)(2) | Financial statement schedules | ||||
| SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | |||||||||||||||||||||||||||||
| Beginning of | End of | ||||||||||||||||||||||||||||
| (In millions) | Year Balance | Additions | Deductions (1) | Other (2) | Year Balance | ||||||||||||||||||||||||
| Allowance for doubtful accounts | |||||||||||||||||||||||||||||
| December 31, 2020 | $ | 110 | 47 | (66) | 9 | $ | 100 | ||||||||||||||||||||||
| December 31, 2021 | $ | 100 | 32 | (28) | 18 | $ | 122 | ||||||||||||||||||||||
| December 31, 2022 | $ | 122 | 88 | (12) | 1 | $ | 199 | ||||||||||||||||||||||
| Beginning of | End of | ||||||||||||||||||||||||||||
| (In millions) | Year Balance | Additions | Deductions | Other | Year Balance | ||||||||||||||||||||||||
| Income tax valuation allowance | |||||||||||||||||||||||||||||
| December 31, 2020 | $ | 325 | 14 | — | — | $ | 339 | ||||||||||||||||||||||
| December 31, 2021 | $ | 339 | 7 | (65) | — | $ | 281 | ||||||||||||||||||||||
| December 31, 2022 | $ | 281 | 18 | (90) | — | $ | 209 | ||||||||||||||||||||||
(1) Uncollectible accounts written off | |||||||||||||||||||||||||||||
(2) Impact of reclassifications, foreign exchange translation, and other adjustments | |||||||||||||||||||||||||||||
All other schedules are either not required, not applicable, or the information is otherwise included.
| (a)(3) | List of exhibits | ||||
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| Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued) | ||||
(4)Instruments defining the rights of security holders, including:
(ii)Indenture, dated as of June 1, 1986, by and between the Company and The Bank of New York Mellon (successor to JPMorgan Chase, The Chase Manhattan Bank, Chemical Bank, and Manufacturers Hanover Trust Company), as Trustee (incorporated by reference to Exhibit 4(a) to the Company’s Registration Statement on Form S-3 (File No. 33-6721)), as amended and supplemented by Supplemental Indenture, dated as of August 1, 1989, by and between the Company and The Bank of New York Mellon (successor to JPMorgan Chase, The Chase Manhattan Bank, Chemical Bank and Manufacturers Hanover Trust Company), as Trustee (incorporated by reference to Exhibit 4(c) to Post Effective Amendment No. 3 to the Company’s Registration Statement on Form S-3 (No. 33-6721)), relating to:
the $350,000,000 – 7 1/2% Debentures due March 15, 2027,
the $200,000,000 – 6 3/4% Debentures due December 15, 2027,
the $300,000,000 – 6 5/8% Debentures due May 1, 2029,
the $400,000,000 – 7% Debentures due February 1, 2031,
the $500,000,000 – 5.935% Debentures due October 1, 2032,
the $600,000,000 – 5.375% Debentures due September 15, 2035, and
the $250,000,000 – 6.95% Debentures due December 15, 2097.
(iii)Indenture, dated as of September 20, 2006, by and between the Company and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., as Trustee (incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-3), as amended and supplemented by First Supplemental Indenture, dated as of June 3, 2008, by and between the Company and The Bank of New York Mellon (formerly known as The Bank of New York) (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on June 3, 2008), Second Supplemental Indenture, dated as of November 29, 2010, by and between the Company and The Bank of New York Mellon (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on November 30, 2010), and Third Supplemental Indenture, dated as of April 4, 2011, between the Company and The Bank of New York Mellon (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on April 8, 2011), relating to:
the $500,000,000 – 6.45% Debentures due January 15, 2038,
the $1,000,000,000 – 5.765% Debentures due March 1, 2041, and
the $527,688,000 – 4.535% Debentures due March 26, 2042.
(iv)Indenture, dated as of October 16, 2012, by and between the Company and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 17, 2012), relating to:
the $570,425,000 – 4.016% Debentures due April 16, 2043,
the €600,000,000 – 1.750% Notes due June 23, 2023,
the $1,000,000,000 – 2.500% Notes due August 11, 2026,
the $500,000,000 – 3.750% Notes due September 15, 2047,
the €650,000,000 – 1.00% Notes due September 12, 2025,
the $400,000,000 – 3.375% Notes due March 15, 2022,
the $600,000,000 – 4.500% Notes due March 15, 2049,
the $1,000,000,000 – 3.250% Notes due March 27, 2030,
the $750,000,000 – 3.250% Notes due September 15, 2051, and
the $750,000,000 – 2.900% Notes due March 1, 2032
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| Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued) | ||||
(v)Copies of constituent instruments defining rights of holders of long-term debt of the Company and its Subsidiaries, other than the indentures specified herein, are not filed herewith, pursuant to Instruction (b)(4)(iii)(A) to Item 601 of Regulation S-K, because the total amount of securities authorized under any such instrument does not exceed 10% of the total assets of the Company and Subsidiaries on a consolidated basis. The Company hereby agrees that it will, upon request by the SEC, furnish to the SEC a copy of each such instrument.
(10)Copies of the Company’s equity compensation plans, deferred compensation plans and agreements with executive officers are incorporated herein by reference pursuant to Instruction (b)(10)(iii)(A) to Item 601 of Regulation S-K, each of which is a management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K, as follows:
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| Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued) | ||||
(xvii)Form of Restricted Stock Unit Award Agreement for International Employees under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(vi) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
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| Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued) | ||||
(xxx)Form of Performance Share Unit Award Agreement under the Company’s 2020 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022).
(xxxi)Form of Restricted Stock Unit Award Agreement under the Company’s 2020 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022).
(101)Interactive Data File.
(104)Cover Page Interactive Data File (formatted as Inline XBRL and incorporated by reference to Exhibit 101).
| Item 16. | Form 10-K Summary | ||||
Not Applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 14, 2023
ARCHER-DANIELS-MIDLAND COMPANY
By: /s/ D. C. Findlay
D. C. Findlay
Senior Vice President, General Counsel, and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 14, 2023, by the following persons on behalf of the Registrant and in the capacities indicated.
| /s/ J. R. Luciano | /s/ D. E. Felsinger | /s/ D. C. Findlay | ||||||
| J. R. Luciano, | D. E. Felsinger*, | D. C. Findlay | ||||||
| Chairman, Chief Executive Officer, | Director | Attorney-in-Fact | ||||||
| President, and Director | ||||||||
| (Principal Executive Officer) | /s/ S. F. Harrison | |||||||
| S. F. Harrison*, | ||||||||
| /s/ V. Luthar | Director | |||||||
| V. Luthar | ||||||||
| Senior Vice President and | /s/ P. J. Moore | |||||||
| Chief Financial Officer | P. J. Moore*, | |||||||
| (Principal Financial Officer) | Director | |||||||
| /s/ M. S. Fruit | /s/ F. J. Sanchez | |||||||
| M. S. Fruit | F. J. Sanchez*, | |||||||
| Vice President, Corporate Controller | Director | |||||||
| (Principal Accounting Officer) | ||||||||
| /s/ D. A. Sandler | ||||||||
| /s/ M.S. Burke | D. A. Sandler*, | |||||||
| M. S. Burke*, | Director | |||||||
| Director | ||||||||
| /s/ L. Z. Schlitz | ||||||||
| /s/ T. Colbert | L. Z. Schlitz*, | |||||||
| T. Colbert*, | Director | |||||||
| Director | ||||||||
| /s/ K. R. Westbrook | ||||||||
| /s/ J. C. Collins, Jr. | K. R. Westbrook*, | |||||||
| J. C. Collins, Jr.*, | Director | |||||||
| Director | ||||||||
| /s/ T. K. Crews | ||||||||
| T. K. Crews*, | ||||||||
| Director | ||||||||
*Powers of Attorney authorizing V. Luthar, M.S. Fruit, and D. C. Findlay, and each of them, to sign the Form 10-K on behalf of the above-named officers and directors of the Company, copies of which are being filed with the Securities and Exchange Commission.
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