Archer-Daniels-Midland Co false 0000007084 0000007084 2024-01-26 2024-01-26 0000007084 us-gaap:CommonStockMember 2024-01-26 2024-01-26 0000007084 us-gaap:DeferrableNotesMember 2024-01-26 2024-01-26

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2024

 

 

 

LOGO

ARCHER-DANIELS-MIDLAND COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-44   41-0129150

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

77 West Wacker Drive, Suite 4600  
Chicago, Illinois   60601
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (312) 634-8100

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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   New York Stock Exchange
1.000% Notes due 2025     New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

 

 

 


Item 7.01

Regulation FD Disclosure.

On January 26, 2024, Archer-Daniels-Midland Company (the “Company”) posted a message for its employees, which is furnished herewith as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements

This report and Exhibit 99.1 contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of historical fact included in this report and in Exhibit 99.1 are forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “outlook,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements the Company makes relating to investigations, their scope and results; the Company’s or its segments’ results, performance, outlook or targets; and the availability of 2023 results are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that the Company expected. These forward-looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties. These risks include the timing and completion of the investigations and any results thereof; changes to the Company’s expected 2023 results; failure to report 2023 results and file required reports with the Securities and Exchange Commission (the “SEC”) on a timely basis; the impact of the Company’s announcements on the price of its common stock and the Company’s relationships with investors, employees, suppliers and other parties; and other risks, assumptions and uncertainties that are described in Item 1A (Risk Factors) of the Company’s most recent Annual Report on Form 10-K and in other documents that the Company files or furnishes with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except to the extent required by law, the Company does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement after the date of this report, whether as a result of new information, future events, changes in assumptions or otherwise.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished herewith:

 

99.1    Employee Message dated January 26, 2024
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ARCHER-DANIELS-MIDLAND COMPANY
Date: January 26, 2024     By  

/s/ R. B. Jones

      R. B. Jones
      Senior Vice President, General Counsel, and Secretary

Exhibit 99.1

Message to All ADM Colleagues from Chair of the Board and CEO Juan Luciano

1/26/2024

ADM Colleagues,

ADM is an organization of high integrity with extremely competent and dedicated colleagues that I am proud to lead, and as much as we strive for excellence, we are not perfect. When we become aware of potential issues, we take the time to analyze, to understand and to fix them if needed, with transparency.

So, we are conducting an investigation about intersegment sales, which involves the transfer of goods and the related financial accounting between business segments. For this reason, it is taking longer to close our financial results, but these sales do not materially affect our overall results. We are a strong company with a strong financial position.

As evidence of this strength, we expect to report the second best result in our history — above $6.90 in adjusted earnings per share. We also announced that the Board has declared a cash dividend of 50 cents per share, in line with our dividend growth commitment and maintaining our historic record of more than 92 years. We have a strong balance sheet and cash flows, with our Q4 2023 leverage (adjusted net debt to adjusted EBITDA) expected to remain at similar healthy levels to Q3 2023.

We remain focused on our commitment to food security, health and well-being and sustainability globally. We have a strong AS&O business, getting stronger through initiatives that include regenerative agriculture and our destination marketing reach; a winning Carbohydrates Solutions business that is diversifying its renewable offerings; and a Nutrition business that continues to globally extend these capabilities into specialty products. We have a clear set of priorities for 2024, with a push for excellence to elevate our safety, our customer service and our execution around the world.

You are a crucial part of our success and I want to thank you again for your continued dedication and unwavering commitment to ADM. Our priority remains serving the needs of our customers around the world, so let’s keep our focus on delivering them our best as Team ADM.

Best,

Juan

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