ADM 10-K Annual Report Dec. 31, 2023 | Alphaminr
Archer-Daniels-Midland Co

ADM 10-K Fiscal year ended Dec. 31, 2023

ARCHER-DANIELS-MIDLAND CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1. Business (continued)Item 1A. Risk FactorsItem 1A. Risk Factors (continued)Item 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 1C. Cybersecurity (continued)Item 2. PropertiesItem 2. Properties (continued)Item 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity Securities (continued)Item 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations (continued)Item 7A. Quantitative and Qualitative Disclosures About Market RiskItem 7A. Quantitative and Qualitative Disclosures About Market Risk (continued)Item 8. Financial Statements and Supplementary DataNote 1. Summary Of Significant Accounting PoliciesNote 1. Summary Of Significant Accounting Policies (continued)Note 2. RevenuesNote 2. Revenues (continued)Note 3. AcquisitionsNote 3. Acquisitions (continued)Note 4. Fair Value MeasurementsNote 4. Fair Value Measurements (continued)Note 5. Derivative Instruments & Hedging ActivitiesNote 5. Derivative Instruments & Hedging Activities (continued)Note 6. Other Current AssetsNote 7. Accrued Expenses and Other PayablesNote 8. Investments in and Advances To AffiliatesNote 9. Goodwill and Other Intangible AssetsNote 10. Debt Financing ArrangementsNote 10. Debt Financing Arrangements (continued)Note 11. Stock CompensationNote 11. Stock Compensation (continued)Note 12. Other (income) Expense NetNote 13. Income TaxesNote 13. Income Taxes (continued)Note 14. LeasesNote 14. Leases (continued)Note 15. Employee Benefit PlansNote 15. Employee Benefit Plans (continued)Note 16. Shareholders EquityNote 16. Shareholders Equity (continued)Note 17. Segment and Geographic InformationNote 17. Segment and Geographic Information (continued)Note 18. Asset Impairment, Exit, and Restructuring CostsNote 18. Asset Impairment, Exit, and Restructuring Costs (continued)Note 19. Sale Of Accounts ReceivableNote 19. Sale Of Accounts Receivable (continued)Note 20. Legal ProceedingsNote 20. Legal Proceedings (continued)Note 21. Quarterly Financial Data (unaudited)Note 21. Quarterly Financial Data (unaudited) (continued)Note 22. Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9A. Controls and Procedures (continued)Item 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 10. Directors, Executive Officers and Corporate Governance (continued)Item 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 15. Exhibits and Financial Statement Schedules (continued)Item 16. Form 10-k Summary

Exhibits

Composite Certificate of Incorporation, as amended (incorporated by reference to Exhibit (3)(i) to the Companys Form 10-Q for the quarter ended September 30, 2001).Bylaws, as amended through November 2, 2022(incorporatedby referenceto Exhibit(3ii)to the Companys Annual Report on Form 10-Kfiled on February 14, 2023).Description of Securities of RegistrantIndenture, 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 Companys Registration Statement on Form S-3First 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 Companys 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 Companys Current Report on Form 8-K filed on November 30, 2010)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 Companys Current Report on Form 8-K filed on April 8, 2011),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 Companys Current Report on Form 8-K filed on October 17, 2012), relating to:Indenture, dated as of July 26, 2023, by and between the Company and Deutsche Bank TrustCompany Americas, asTrustee (incorporated by reference to Exhibit 4.3 to the Companys Registration Statementon Form S-3 filed on July 26, 2023).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).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).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).Second Amendment to ADM Supplemental Retirement Plan (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended December 31, 2010).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 on Form 10-K for the year ended December 31, 2016).The Archer-Daniels-Midland 2002 Incentive Compensation Plan (incorporated by reference to Exhibit A to the Companys Definitive Proxy Statement filed on September 25, 2002).Form of Stock Option Agreement under the Companys 2002 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, 2005).Form of Restricted Stock Agreement under the Companys 2002 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).Form of Performance Share Unit Award Agreement under the Companys 2002 Incentive Compensative Plan (incorporated by reference to Exhibit 10(xii) to the Companys Annual Report on Form 10-K for the year ended June 30, 2010).Form of Restricted Stock Unit Award Agreement under the Companys 2002 Incentive Compensation Plan (incorporated by reference to Exhibit 10(xiii) to the Companys Annual Report on Form 10-K for the year ended June 30, 2010).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)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).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).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).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).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).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).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).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).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).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).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)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).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).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).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).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).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)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)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).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).Form of Performance Share Unit Award Agreement under the Companys2020 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 tothe Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2023).Form of Restricted Stock Unit AwardAgreement under the Companys 2020Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 tothe Companys Quarterly Report on Form 10-Q for thequarter ended March 31, 2023).Subsidiaries of the CompanyConsent of Independent Registered Public Accounting Firm.Powers of Attorney.Certification of Chief Executive Officer pursuant to Rule 13a14(a) and Rule 15d14(a) of the Securities Exchange Act of 1934, as amended.Certification of Chief Financial Officer pursuant to Rule 13a14(a) and Rule 15d14(a) of the Securities Exchange Act of 1934, as amended.Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.Policy Relating to Recovery of Erroneously Awarded Compensation