What changed in this filing

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Item 9A. Controls and Procedures

2023-02-14 compared with 2022-02-17 · 52 added, 42 removed, 194 unchanged (33% of the section changed)

2 unchanged sentences

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.

In 2018, the Company launched 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.

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.

The first phase of the ERP system implementation occurred in October 2021 to a limited pilot scope of legal entities.

The Company continues to consider these 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 in these circumstances has not materially affected its internal control over financial reporting.

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

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Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting did not include the internal controls of P4, Deerland, and Sojaprotein, which were acquired in 2021.

In accordance with the SEC guidance regarding the reporting of internal control over financial reporting in connection with an acquisition, management may omit an assessment of an acquired business’ internal control over financial reporting from management’s assessment of internal control over financial reporting for a period not to exceed one year from the date of acquisition.

P4, Deerland, and Sojaprotein are included in the Company’s consolidated financial statements and constituted 3% and 7% of total assets and shareholders’ equity, respectively, as of December 31, 2021, and 0% and 1% of revenues and net earnings attributable to controlling interests, respectively, for the year then ended.

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.

Chairman, Chief Executive Officer, and President /s/ Ray G.

Executive Vice President and Chief Financial Officer

Chairman, Chief Executive Officer, and President /s/ Vikram Luthar

Vikram Luthar

Senior Vice President and Chief Financial Officer

OTHER INFORMATION

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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 April 30, 2022 and is incorporated herein by reference.

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.

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Name Titles Age

Bandler Vice President and Treasurer since May 2022.

Assistant Treasurer from January 1998 to May 2022.

Bard Vice President and Chief Audit Executive since June 2021.

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President, Carbohydrate Solutions business unit since March 2015.

Pierre-Christophe Duprat President, Animal Nutrition since August 2018.

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 since November 2015.

President, ADM Corn EMEA and Asia from November 2015 to August 2022.

Cameron Findlay Senior Vice President, General Counsel, and Secretary since July 2013.

8 unchanged sentences

Controller, Americas for Agricultural Services from June 2015 to August 2018.

Leticia Goncalves President, Global Specialty Ingredients since January 2020.

Leticia Goncalves President, Global Foods since March 2021.

President, Global Specialty Ingredients from January 2020 to March 2021.

Senior Vice President and U.S.

1 unchanged sentence

President, Europe and Middle East at Monsanto from August 2014 to August 2018.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (Continued)

Domingo Lastra President, South America since July 2017.

2 unchanged sentences

Chief Executive Officer and President since January 2015.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (Continued)

Vikram Luthar Senior Vice President of the Company since March 2015.

Head of Investor Relations since June 2021.

Chief Financial Officer, Nutrition since January 2020.

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.

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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.

1 unchanged sentence

Chief Sustainability Officer from May 2015 to March 2017.

Stott Group Vice President, Finance, Corporate Treasurer, and CFO, Global Technology since March 2021.

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.

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Senior Vice President and Chief Technology Officer from March 2015 to January 2020.

Young Executive Vice President of the Company since March 2015.

Chief Financial Officer since December 2010.

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 April 30, 2022, and is incorporated herein by reference.

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.

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, 2021” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 30, 2022, and is incorporated herein by reference.

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.

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 April 30, 2022, and is incorporated herein by reference.

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.

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 April 30, 2022, and is incorporated herein by reference.

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.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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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

3 unchanged sentences

(3i) Composite Certificate of Incorporation, as amended (incorporated by reference to Exhibit (3)(i) to the Company’s Form 10-Q for the quarter ended September 30, 2001).

(3ii) Bylaws, as amended through May 1, 2019 (incorporated by reference to Exhibit 3.ii to the Company’s Form 8-K filed on May 7, 2019).

(3ii) Bylaws, as amended through November 2, 2022.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)

(4) Instruments defining the rights of security holders, including:

11 unchanged sentences

the $250,000,000 – 6.95% Debentures due December 15, 2097.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)

(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 $750,000,000 – 4.479% Notes due March 1, 2021,

the $1,000,000,000 – 5.765% Debentures due March 1, 2041, and

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the $600,000,000 – 4.500% Notes due March 15, 2049,

the $1,000,000,000 – 3.250% Notes due March 27, 2030, and

the $750,000,000 – 3.250% Notes due September 15, 2051.

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

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.

4 unchanged sentences

(iii) The Archer-Daniels-Midland Company Supplemental Retirement Plan, as amended and restated (incorporated by reference to Exhibit 10(vi) to the Company’s Annual Report on Form 10-K for the year ended June 30, 2010).

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)

(iv) Second Amendment to ADM Supplemental Retirement Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010).

8 unchanged sentences

Employees under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(i) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)

(xiii) Form of Restricted Stock Unit Award Agreement for U.S.

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(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).

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)

(xviii) Form of Performance Share Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(vii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).

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(xxvi) ADM Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on May 15, 2018).

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)

(xxvii) Archer-Daniels-Midland Company 2020 Incentive Compensation Plan (incorporated by reference to Annex B to the Company’s Definitive Proxy Statement filed on March 25, 2020).

1 unchanged sentence

(xxix) 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 June 30, 2020) .

(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) .

(21) Subsidiaries of the Company .

1 unchanged sentence

(24) Powers of Attorney.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)

(31.1) Certification of Chief Executive Officer pursuant to Rule 13a–14(a) and Rule 15d–14(a) of the Securities Exchange Act of 1934, as amended.

11 unchanged sentences

ARCHER-DANIELS-MIDLAND COMPANY

Senior Vice President, General Counsel

and Secretary

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.

Luciano /s/ P.

Dufour /s/ K.

Chairman, Chief Executive Officer, Director Director

President, and Director

(Principal Executive Officer) /s/ D.

Luciano /s/ D.

Felsinger /s/ D.

Felsinger*, D.

Young Director Attorney-in-Fact

Executive Vice President and /s/ S.

Chief Financial Officer S.

Chairman, Chief Executive Officer, Director Attorney-in-Fact

President, and Director

(Principal Executive Officer) /s/ S.

Luthar Director

Senior Vice President and /s/ P.

Chief Financial Officer P.

(Principal Financial Officer) Director

3 unchanged sentences

Colbert*, Director

Crews*, Director

*Powers of Attorney authorizing R.

Collins, Jr.*, Director

*Powers of Attorney authorizing V.

Fruit, and D.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures