What changed in this filing

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Item 9A. Controls and Procedures

2024-03-12 compared with 2023-02-14 · 81 added, 73 removed, 173 unchanged (47% of the section changed)

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.

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

Vikram Luthar

Senior Vice President and Chief Financial Officer

CONTROLS AND PROCEDURES (Continued)

Remediation Plan

The Company is implementing enhancements to its internal controls to remediate the identified material weakness in its internal control over financial reporting related to the Company’s accounting practices and procedures for intersegment sales and to enhance the reliability of its financial statements with respect to the pricing and reporting of such sales.

Specifically, the Company is:

(i) enhancing the Company’s accounting policies with respect to the measurement of intersegment sales;

(ii) improving and documenting the Company’s pricing guidelines for intersegment sales;

(iii) enhancing the design and documentation of the execution of pricing and measurement controls for segment disclosure purposes and projected financial information used in impairment analyses;

and (iv) increasing training for relevant personnel on the measurement of and application of relevant accounting guidance to intersegment sales.

While the Company believes that these efforts will improve its internal control over financial reporting, the Company will not be able to conclude whether the steps the Company is taking will remediate the material weakness in internal control over financial reporting until a sustained period of time has passed to allow management to test the design and operational effectiveness of the new and enhanced controls.

Changes in Internal Control Over Financial Reporting

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.

In 2023, the Company deployed the ERP system to 18 legal entities.

The Company has appropriately considered this change in its design of and testing for effectiveness of internal controls over financial reporting and concluded, as part of the evaluation described above, the implementation of the new ERP system in these instances has not materially affected its internal control over financial reporting.

Except for the material weakness described above and the related remediation measures that are being implemented, there have been no changes in internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

None of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated any contract, instruction, or written plan for the purchase or sale of ADM’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended December 31, 2023.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

2 unchanged sentences

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.

1 - Election of Directors for a One-Year Term,” “Code of Conduct,” “Information Concerning Committees and Meetings – Audit Committee,” and “Report of the Audit Committee” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 29, 2024 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.

2 unchanged sentences

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.

Global Chief Compliance Officer since January 2014.

Bard Vice President and Chief Integrity Officer from December 2023.

Vice President and Chief Audit Executive since June 2021.

Global Chief Compliance Officer from January 2014 to December 2023.

Camille Batiste Senior Vice President, Global Supply Chain and Procurement since May 2021.

2 unchanged sentences

Vice President, Global Procurement from March 2017 to June 2019.

Vice President, Sourcing Operations & Compliance at Honeywell Aerospace from March 2015 to March 2017.

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.

Christopher M.

1 unchanged sentence

President, Carbohydrate Solutions business unit since March 2015.

Pierre-Christophe Duprat President, Biosolutions and International Corn since August 2022.

Pierre-Christophe Duprat President, International Corn Milling since August 2022.

President, BioSolutions from August 2022 to January 2024.

President, Animal Nutrition from August 2018 to August 2022.

1 unchanged sentence

President, ADM Corn EMEA and Asia from November 2015 to August 2018.

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

Kristy Folkwein Senior Vice President of the Company since March 2018.

7 unchanged sentences

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

Leticia Goncalves President, Global Foods since March 2021.

Leticia Goncalves President, Precision Fermentation and ADM Ventures since November 2023.

President, Global Foods from March 2021 to November 2023.

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

2 unchanged sentences

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

Regina Bynote Jones Senior Vice President, General Counsel and Secretary since September 2023.

Chief Legal Officer at Baker Hughes from April 2020 to September 2023.

EVP, General Counsel and Corporate Secretary at Delek US Holdings, Inc.

from May 2018 to April 2020.

Domingo Lastra President, South America since July 2017.

Vice President, Integration and Strategy from March 2016 to July 2017.

Luciano Chairman of the Board of Directors since January 2016.

Luciano Chair of the Board of Directors since January 2016.

Chief Executive Officer and President since January 2015.

Rodolfo Luterman Vice President and Corporate Treasurer since December 2023.

Assistant Treasurer from July 2022 to December 2023.

Director, Treasury & Credit - South America from May 2022 to December 2022.

Regional Treasurer - South America from March 2019 to May 2022.

Corporate Finance Manager from January 2016 to March 2019.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (Continued)

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

Vikram Luthar Placed on administrative leave effective January 19, 2024.

Senior Vice President of the Company since March 2015.

Chief Financial Officer since April 2022.

3 unchanged sentences

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.

Macciocchi Senior Vice President of the Company and President, Nutrition business unit since May 2015.

Chief Sales and Marketing Officer since January 2020.

Gary McGuigan President, Asia Pacific since December 2023.

Chief Risk Officer from November 2021 to January 2024.

President, Global Trade since April 2017.

Nuria Miguel Senior Vice President and Chief Science Officer since August 2023.

Vice President, Human and Animal Nutrition from September 2022 to August 2023.

Vice President, Animal Nutrition from September 2020 to September 2022.

Director, Technology and Innovation at Hempel A/S from June 2017 to September 2022.

Morris Senior Vice President of the Company since November 2014.

1 unchanged sentence

President, Global Oilseeds Processing business unit from May 2015 to June 2019.

Dermot O'Grady Senior Vice President, Global Operations since November 2023.

Vice President, Oilseeds Operations - EMEA from April 2015 to November 2023.

Ian Pinner Senior Vice President of the Company since January 2020.

Chief Strategy and Innovation Officer since January 2020.

President, Nutrition business unit and Chief Sales and Marketing Officer since November 2023.

Chief Strategy and Innovation Officer from January 2020 to November 2023.

President, Health and Wellness from January 2020 to March 2021.

1 unchanged sentence

Chief Growth Officer from July 2017 to August 2018.

President, Southeast Asia and Global Destination Marketing from December 2015 to July 2017.

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.

Interim Chief Financial Officer since January 2024.

President, Animal Nutrition from August 2022 to January 2024.

President, ADM Europe, Middle East, and Africa (EMEA) from August 2018 to January 2024.

President, International Corn Milling from August 2018 to August 2022.

Chief Strategy Officer from December 2015 to August 2018.

Chief Sustainability Officer from May 2015 to March 2017.

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.

Taets Senior Vice President of the Company since August 2011.

President, Asia Pacific since May 2021.

President, Animal Nutrition since February 2024.

Senior Vice President, Nutrition Operations since December 2023.

President, Asia Pacific from May 2021 to December 2023.

Executive Champion for Quality and Food Safety from January 2020 to May 2021.

1 unchanged sentence

President, Agricultural business unit from August 2011 to March 2018.

Jon Turney President, EMEA Oilseeds and Chief Risk Officer since January 2024.

Vice President, Oilseeds Crush EMEA from July 2022 to January 2024.

Senior Trading Manager, EU Softseeds and Soybean Crush from February 2012 to June 2022.

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.

Weber Senior Vice President and Chief Human Resources Officer since August 2020.

Weber Senior Vice President, Chief People and Diversity Officer since August 2020.

Executive Vice President - Human Resources at Lowe’s Companies, Inc.

from March 2016 to April 2020.

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.

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.

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 29, 2024, 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, 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.

1 - Election of Directors for a One-Year Term,” “Executive Officer Stock Ownership,” and “Equity Compensation Plan Information at December 31, 2023” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 29, 2024, 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 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 May 1, 2023, 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 April 29, 2024, and is incorporated herein by reference.

PRINCIPAL ACCOUNTANT 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 29, 2024, and is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

19 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 November 2, 2022.

(3ii) Bylaws, as amended through November 2, 2022 ( incorporate d by referen ce to Exhibit ( 3i i ) to the C ompany ’ s A nnual Report on Form 10 - K filed on Feb ruary 14, 2023) .

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)

24 unchanged sentences

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

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

the $750,000,000 – 2.900% Notes due March 1, 2032, and

the $500,000,000 – 4.500% Notes due August 15, 2033

(v) Indenture , dated as of July 26, 2023, by and between the Company and Deutsche Bank Tru st Company Americas, as T rustee (inco rpora ted by reference to E xhibit 4.3 to the Company’s Registration Statement on Form S-3 filed on July 26, 2023).

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.

(vi) 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.

38 unchanged sentences

(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).

(xxxii) Form of Performance Share Unit Awar d Agreeme nt under the C ompany ’ s 2020 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q fo r the quarter ended Marc h 31, 2023 ) .

(xxxiii) F orm of Restr icted Stock Unit Award Agreeme nt under the Co mpany’s 2020 In centive Comp ensation Plan (inco rporated by refere nce to Exhibit 10.2 to the Compa ny’s Quarterly Rep ort on Form 10-Q for the quarter ended March 31, 2023).

(21) Subsidiaries of the Company .

7 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(97) Policy Relat ing to Recovery of Erroneously Awarded Comp ensation

(101) Interactive Data File.

3 unchanged sentences

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.

February 14, 2023

March 12, 2024

ARCHER-DANIELS-MIDLAND COMPANY

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/ D.

Felsinger /s/ D.

Felsinger*, D.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 12, 2024, by the following persons on behalf of the Registrant and in the capacities indicated.

Luciano /s/ Ellen de Brabander /s/ R.

Brabander*, R.

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

1 unchanged sentence

(Principal Executive Officer) /s/ S.

Luthar Director

Roig Director

Senior Vice President and /s/ P.

Chief Financial Officer P.

Interim Chief Financial Officer P.

(Principal Financial Officer) Director

3 unchanged sentences

Colbert*, Director

Collins, Jr.*, Director

*Powers of Attorney authorizing V.

Fruit, and D.

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.

Collins, Jr.*,

*Powers of Attorney authorizing I.

Fruit, and R.

Jones, and each of them, to sign the Form 10-K on behalf of the directors of the Company, copies of which are being filed with the Securities and Exchange Commission.

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