ADM 10-K Annual Report Dec. 31, 2024 | Alphaminr
Archer-Daniels-Midland Co

ADM 10-K Fiscal year ended Dec. 31, 2024

ARCHER-DANIELS-MIDLAND CO
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TABLE OF CONTENTS
Part IprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesprintItem 6. ReservedprintItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintNote 1. Summary Of Significant Accounting PoliciesprintNote 2. RevenuesprintNote 3. AcquisitionsprintNote 4. Fair Value MeasurementsprintNote 5. Derivative Instruments & Hedging ActivitiesprintNote 6. Other Current AssetsprintNote 7. Accrued Expenses and Other PayablesprintNote 8. Investments in and Advances To AffiliatesprintNote 9. Goodwill and Other Intangible AssetsprintNote 10. Debt Financing ArrangementsprintNote 11. Stock CompensationprintNote 12. Other (income) Expense NetprintNote 13. Income TaxesprintNote 14. LeasesprintNote 15. Employee Benefit PlansprintNote 16. Shareholders EquityprintNote 17. Segment and Geographic InformationprintNote 18. Asset Impairment, Exit, and Restructuring CostsprintNote 19. Sale Of Accounts ReceivableprintNote 20. Legal ProceedingsprintNote 21. Subsequent EventprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accountant Fees and ServicesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

Exhibits

(3.1) Composite Certificate of Incorporation, as amended. Incorporated by reference to Exhibit 3(i) to the Companys Quarterly Report on Form 10-Q filed on November 13, 2001. (3.2) Bylaws, as amended through November 2, 2022. Incorporated by reference to Exhibit 3(ii) to the Companys Annual Report on Form 10-K filed on February 14, 2023. (4.1) Description of Securities of Registrant Filed herewith. (4.3.1)(4.3.2)(4.3.3)(4.3.4) 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, 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), Second Supplemental Indenture, dated as of November 29, 2010, by and between the Company and The Bank of New York Mellon, and Third Supplemental Indenture, dated as of April 4, 2011, between the Company and The Bank of New York Mellon, 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, andthe $527,688,000 4.535% Debentures due March 26, 2042. Indenture (Exhibit (4.3.1)) incorporated by reference to Exhibit 4 to the Companys Registration Statement on Form S-3 filed on September 22, 2006.First Supplemental Indenture (Exhibit (4.3.2)) incorporated by reference to Exhibit 4.6 to the Companys Current Report on Form 8-K filed on June 3, 2008.Second Supplemental Indenture (Exhibit (4.3.3)) incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed on November 30, 2010.Third Supplemental Indenture (Exhibit (4.3.4)) incorporated by reference to Exhibit 4.4 to the Companys Current Report on Form 8-K filed on April 8, 2011. (4.4) Indenture, dated as of October 16, 2012, by and between the Company and The Bank of New York Mellon, as Trustee, 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 $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,the $750,000,000 2.900% Notes due March 1, 2032, andthe $500,000,000 4.500% Notes due August 15, 2033 Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on October 17, 2012. (4.5) Indenture, dated as of July 26, 2023, by and between the Company and Deutsche Bank Trust Company Americas, as Trustee. Incorporated by reference to Exhibit 4.3 to the Companys Registration Statement on Form S-3 filed on July 26, 2023. (10.1) The Archer-Daniels-Midland Company Deferred Compensation Plan for Selected Management Employees I, as amended. Incorporated by reference to Exhibit 10(iii) to the Companys Annual Report on Form 10-K for the year ended June 30, 2010. (10.2) The Archer-Daniels-Midland Company Deferred Compensation Plan for Selected Management Employees II, as amended and restated. Incorporated by reference to Exhibit 10(ii) to the Companys Annual Report on Form 10-K for the year ended December 31, 2013. (10.3) The Archer-Daniels-Midland Company Supplemental Retirement Plan, as amended and restated. Incorporated by reference to Exhibit 10(vi) to the Companys Annual Report on Form 10-K for the year ended June 30, 2010. (10.4) Second Amendment to ADM Supplemental Retirement Plan. Incorporated by reference to Exhibit 10.1to the Companys Quarterly Report on Form 10-Q for the quarter ended December 31, 2010. (10.5) The Archer-Daniels-Midland Company Amended and Restated Stock Unit Plan for Nonemployee Directors, as amended. Incorporated by reference to Exhibit 10(v) to the Companys Annual Report onForm 10-K for the year ended December 31, 2016. (10.6) The Archer-Daniels-Midland Company 2009 Incentive Compensation Plan. Incorporated by reference to Exhibit A to the Companys Definitive Proxy Statement filed on September 25, 2009. (10.7) Form of Stock Option Agreement for U.S. Employees under the Companys 2009 Incentive Compensation Plan. Incorporated by reference to Exhibit 10(i) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. (10.8) Form of Restricted Stock Unit Award Agreement for U.S. Employees under the Companys 2009 Incentive Compensation Plan. Incorporated by reference to Exhibit 10(ii) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. (10.9) Form of Stock Option Agreement for Named Executive Officers under the Companys 2009 Incentive Compensation Plan. Incorporated by reference to Exhibit 10(iii) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. (10.10) Form of Restricted Stock Unit Award Agreement for Named Executive Officers under the Companys 2009 Incentive Compensation Plan. Incorporated by reference to Exhibit 10(iv) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. (10.11) Form of Stock Option Agreement for International Employees under the Companys 2009 Incentive Compensation Plan. Incorporated by reference to Exhibit 10(v) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. (10.12) Form of Restricted Stock Unit Award Agreement for International Employees under the Companys 2009 Incentive Compensation Plan. Incorporated by reference to Exhibit 10(vi) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. (10.13) Form of Performance Share Unit Award Agreement under the Companys 2009 Incentive Compensation Plan. Incorporated by reference to Exhibit 10(vii) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. (10.14) Form of Performance Share Unit Award Agreement under the Companys 2009 Incentive Compensation Plan for grant to J. Luciano. Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on March 25, 2011. (10.15) Form of Nonqualified Stock Option Award Agreement for Executive Officers under the Companys 2009 Incentive Compensation Plan. Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. (10.16) Form of Nonqualified Stock Option Award Agreement for U.S. Employees under the Companys 2009 Incentive Compensation Plan. Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. (10.17) Form of Restricted Stock Unit Award Agreement for Executive Officers under the Companys 2009 Incentive Compensation Plan. Incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. (10.18) Form of Restricted Stock Unit Award Agreement for U.S. Employees under the Companys 2009 Incentive Compensation Plan. Incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. (10.19) Form of Restricted Stock Unit Award Agreement under the Companys 2009 Incentive Compensation Plan. Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. (10.20) Form of Performance Share Unit Award Agreement under the Companys 2009 Incentive Compensation Plan. Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. (10.21) ADM Employee Stock Purchase Plan. Incorporated by reference to Exhibit 4.3 to the Companys Registration Statement on Form S-8 filed on May 15, 2018. (10.22) Archer-Daniels-Midland Company 2020 Incentive Compensation Plan. Incorporated by reference to Annex B to the Companys Definitive Proxy Statement filed on March 25, 2020. (10.23) Form of Performance Share Unit Award Agreement under the Companys 2020 Incentive Plan. Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. (10.24) Form of Restricted Stock Unit Award Agreement under the Companys 2020 Incentive Plan. Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. (10.25) Form of Performance Share Unit Award Agreement under the Companys 2020 Incentive Plan. Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. (10.26) Form of Restricted Stock Unit Award Agreement under the Companys 2020 Incentive Plan. Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. (10.27) Form of Performance Share Unit Award Agreement under the Companys 2020 Incentive Compensation Plan. Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2023. (10.28) Form of Restricted Stock Unit Award Agreement under the Companys 2020 Incentive Compensation Plan. Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2023. (10.29) Form of Performance Share Unit Award Agreement under the Companys 2020 Incentive Compensation Plan. Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. (10.30) Form of Restricted Stock Unit Award Agreement under the Companys 2020 Incentive Compensation Plan. Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. (10.31) Transition Agreement, dated as of April 19, 2024, by and between the Company and Vikram Luthar. Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on April 22, 2024. (10.32) Offer Letter, by and between the Company and Monish Patolawala. Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on July 10, 2024. (19) Insider Trading Policy. Filed herewith. (21) Subsidiaries of the Company. Filed herewith. (23) Consent of Independent Registered Public Accounting Firm. Filed herewith. (24) Powers of Attorney. Filed herewith. (31.1) Certification of Principal Executive Officer pursuant to Rule 13a14(a) and Rule 15d14(a) of the Securities Exchange Act of 1934, as amended. Filed herewith. (31.2) Certification of Principal Financial Officer pursuant to Rule 13a14(a) and Rule 15d14(a) of the Securities Exchange Act of 1934, as amended. Filed herewith. (32.1) Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. (32.2) Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. (97) Policy Relating to Recovery of Erroneously Awarded Compensation Incorporated by reference to Exhibit 97 to the Companys Annual Report on Form 10-K filed on March 12, 2024.