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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-44
ARCHER-DANIELS-MIDLAND COMPANY
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | |
Delaware | | 41-0129150 |
(State or other jurisdiction of incorporation or organization) | | (I. R. S. Employer Identification No.) |
| | | |
77 West Wacker Drive, Suite 4600 | | |
Chicago, | Illinois | | 60601 |
(Address of principal executive offices) | | (Zip Code) |
(312) 634-8100
(Registrant’s telephone number, including area code)
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 | NYSE |
1.000% Notes due 2025 | | NYSE |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer | ☒ | Accelerated Filer | ☐ | Emerging Growth Company | ☐ |
Non-accelerated Filer | ☐ | Smaller Reporting 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock, no par value – 494,437,789 shares
(April 29, 2024)
SAFE HARBOR STATEMENT
This Quarterly Report on Form 10-Q/A contains “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 Quarterly Report on Form 10-Q/A, 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 its future results and operations, growth opportunities, pending litigation and investigations, and timing of the remediation of the Company’s material weakness in the Company’s internal control over financial reporting are forward-looking statements. All forward-looking statements are subject to significant risks, uncertainties and changes in circumstances that could cause actual results and outcomes to differ materially from the forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties, including, without limitation, those that are described in Item 1A, "Risk Factors" included in our Annual Report on Form 10-K/A for the year ended December 31, 2023, as may be updated in this or subsequent Quarterly Reports on Form 10-Q. 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. Except to the extent required by law, Archer-Daniels- Midland Company does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement whether as a result of new information, future events, changes in assumptions or otherwise.
Explanatory Note
Archer-Daniels-Midland Company (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10‑Q for the quarter ended March 31, 2024, which was originally filed with the United States Securities and Exchange Commission (“SEC”) on April 30, 2024 (the “Form 10‑Q”).
In filing this Amendment, the Company is restating its previously issued unaudited consolidated financial statements as of March 31, 2024 and 2023 and for the quarters ended March 31, 2024 and 2023 (collectively, the “Affected Periods”) for the correction of certain segment-specific historical financial information as further described below.
In addition, the Company filed an amendment to its Annual Report on Form 10-K for the year ended December 31, 2023 and intends to file an amendment to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, originally filed with the SEC on March 12, 2024 and July 30, 2024, respectively (such reports, together with this Amendment, the “Amended Reports”). All material restatement information will be included in the Amended Reports, and the Company does not intend to separately amend other filings that were previously filed with the SEC.
Accordingly, investors and other readers should rely only on the financial information and other disclosures regarding the periods described above in this Amendment and in any other future filings with the SEC (as applicable) and should not rely on any previously issued or filed reports, press releases, corporate presentations or similar communications relating to the Affected Periods.
Background of Correction
Following ongoing dialogue with the staff of the SEC, the Company concluded that it would amend the 2023 Form 10-K and Form 10-Qs for the first and second quarters of 2024 (collectively, the “Q1 and Q2 2024 Form 10-Qs”) to restate the segment information disclosure included in those filings. These restatements do not impact ADM’s Consolidated Statements of Earnings, Consolidated Statements of Comprehensive Income (Loss), Consolidated Balance Sheets, Consolidated Statements of Cash Flows or Consolidated Statements of Shareholders’ Equity as of and for the periods presented in the Amended Reports.
As previously disclosed in Note 13. Segment Information, to the Company’s unaudited Consolidated Financial Statements included in the Form 10-Q, the Company identified and corrected certain intersegment sales amounts that either (i) were not in accordance with prior disclosures about presenting such sales at amounts approximating market or (ii) included intrasegment sales (resulting from sales within the segment) and should have included exclusively intersegment sales (resulting from sales from one segment to another). In connection with the error corrections, the Company identified a material weakness in its internal control over financial reporting related to its accounting practices and procedures for intersegment sales. The Company put in place a plan to remediate this material weakness, as disclosed in the 2023 Form 10-K and Q1 and Q2 2024 Form 10-Qs.
In the course of testing new controls implemented as part of the Company’s material weakness remediation plan in the third quarter of 2024, the Company identified additional misclassified intersegment transactions. These newly identified errors concern additional intersegment sales for each of its Ag Services and Oilseeds, Carbohydrate Solutions and Nutrition segments that included certain intrasegment sales and should have included exclusively intersegment sales. The Company also identified some intersegment transactions between Ag Services and Oilseeds and Carbohydrate Solutions that were not accounted for consistently in accordance with revenue recognition and segment reporting standards and should not have been reported as intersegment sales. The Company also is correcting certain segment disclosure presentation errors in the Amended Reports.
This Amendment reflects corrections for the newly identified errors related to intersegment sales (described below), the previously-corrected errors related to intersegment sales and segment operating profit, and other segment disclosure corrections (See Note 1 to the Consolidated Financial Statements in this Amendment for further information).
Restatement of Consolidated Financial Statements
This Amendment includes unaudited restated Consolidated Financial Statements for the Affected Periods. See Note 13 to the Consolidated Financial Statements in this Amendment for the restated unaudited segment information as of March 31, 2024 and 2023 for the quarters ended March 31, 2024 and 2023.
Items Amended in This Filing
This Amendment amends and restates the following items of the Form 10-Q:
•Part I - Item 1. Financial Statements
•Part I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
•Part I - Item 4. Controls and Procedures
•Part II - Item 1A. Risk Factors
•Part II - Item 6. Exhibits
The exhibit list included in Item 6, “Exhibits” herein has been amended to contain currently dated certifications from the Company’s Chief Executive Officer (as Principal Executive Officer) and Chief Financial Officer (as Principal Financial Officer), as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and filed as Exhibits 31.1/31.2 and 32.1/32.2, respectively.
In accordance with applicable SEC rules, this Form 10-Q/A also includes an updated signature page.
Please note that the only changes to the Form 10-Q are those related to the matters described herein and only in the Items listed above. Otherwise, this Amendment speaks as of the original filing date of the Form 10-Q, and does not modify, amend or update any other item or disclosures in the Form 10-Q. As such, this Amendment does not reflect events occurring after the filing of the Form 10-Q or modify or update those disclosures affected by subsequent events.
Such subsequent information or events include, among others, the information and events described in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024, which we are restating currently with this Amendment, and the information and events described in our Current Reports on Form 8-K filed subsequent to the date of the Form 10-Q. For a description of such subsequent information and events, please read our reports filed pursuant to the Exchange Act subsequent to the date of the Form 10-Q, which update and supersede certain information contained in the Form 10-Q and this Amendment.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Archer-Daniels-Midland Company
Consolidated Statements of Earnings
(Unaudited)
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2024 | | 2023 | | | | |
| (In millions, except per share amounts) |
| | | | | | | |
Revenues | $ | 21,847 | | | $ | 24,072 | | | | | |
Cost of products sold | 20,188 | | | 21,992 | | | | | |
Gross Profit | 1,659 | | | 2,080 | | | | | |
| | | | | | | |
Selling, general, and administrative expenses | 951 | | | 881 | | | | | |
Asset impairment, exit, and restructuring costs | 18 | | | 7 | | | | | |
Equity in earnings of unconsolidated affiliates | (212) | | | (174) | | | | | |
Interest and investment income | (123) | | | (134) | | | | | |
Interest expense | 166 | | | 147 | | | | | |
Other (income) expense – net | (26) | | | (44) | | | | | |
Earnings Before Income Taxes | 885 | | | 1,397 | | | | | |
| | | | | | | |
Income tax expense | 166 | | | 225 | | | | | |
Net Earnings Including Noncontrolling Interests | 719 | | | 1,172 | | | | | |
| | | | | | | |
Less: Net earnings (losses) attributable to noncontrolling interests | (10) | | | 2 | | | | | |
| | | | | | | |
Net Earnings Attributable to Controlling Interests | $ | 729 | | | $ | 1,170 | | | | | |
| | | | | | | |
Average number of shares outstanding – basic | 513 | | | 550 | | | | | |
| | | | | | | |
Average number of shares outstanding – diluted | 514 | | | 551 | | | | | |
| | | | | | | |
Basic earnings per common share | $ | 1.42 | | | $ | 2.13 | | | | | |
| | | | | | | |
Diluted earnings per common share | $ | 1.42 | | | $ | 2.12 | | | | | |
| | | | | | | |
Dividends per common share | $ | 0.50 | | | $ | 0.45 | | | | | |
See notes to consolidated financial statements.
Archer-Daniels-Midland Company
Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2024 | | 2023 | | | | |
| (In millions) |
| | | | | | | |
Net earnings including noncontrolling interests | $ | 719 | | | $ | 1,172 | | | | | |
Other comprehensive income (loss): | | | | | | | |
Foreign currency translation adjustment | 4 | | | 153 | | | | | |
Tax effect | (20) | | | 14 | | | | | |
Net of tax amount | (16) | | | 167 | | | | | |
| | | | | | | |
Pension and other postretirement benefit liabilities adjustment | (4) | | | (26) | | | | | |
Tax effect | 1 | | | (13) | | | | | |
Net of tax amount | (3) | | | (39) | | | | | |
| | | | | | | |
Deferred gain (loss) on hedging activities | (69) | | | (104) | | | | | |
Tax effect | 10 | | | 16 | | | | | |
Net of tax amount | (59) | | | (88) | | | | | |
| | | | | | | |
Unrealized gain (loss) on investments | (7) | | | 4 | | | | | |
Tax effect | (1) | | | (1) | | | | | |
Net of tax amount | (8) | | | 3 | | | | | |
Other comprehensive income (loss) | (86) | | | 43 | | | | | |
Comprehensive income (loss) | 633 | | | 1,215 | | | | | |
| | | | | | | |
Less: Comprehensive income (loss) attributable to noncontrolling interests | (13) | | | (1) | | | | | |
| | | | | | | |
Comprehensive income (loss) attributable to controlling interests | $ | 646 | | | $ | 1,216 | | | | | |
See notes to consolidated financial statements.
Archer-Daniels-Midland Company
Consolidated Balance Sheets | | | | | | | | | | | |
(In millions) | March 31, 2024 | | December 31, 2023 |
| (Unaudited) | | |
Assets | | | |
Current Assets | | | |
Cash and cash equivalents | $ | 830 | | | $ | 1,368 | |
| | | |
Segregated cash and investments | 7,381 | | | 7,228 | |
Trade receivables - net | 4,178 | | | 4,232 | |
Inventories | 11,634 | | | 11,957 | |
| | | |
Other current assets | 4,983 | | | 4,982 | |
Total Current Assets | 29,006 | | | 29,767 | |
| | | |
Investments and Other Assets | | | |
Investments in affiliates | 5,566 | | | 5,500 | |
| | | |
Goodwill and other intangible assets | 7,051 | | | 6,341 | |
Right of use assets | 1,285 | | | 1,211 | |
Other assets | 1,327 | | | 1,304 | |
Total Investments and Other Assets | 15,229 | | | 14,356 | |
| | | |
Property, Plant, and Equipment | | | |
Land and land improvements | 573 | | | 573 | |
Buildings | 5,940 | | | 5,876 | |
Machinery and equipment | 20,298 | | | 20,223 | |
Construction in progress | 1,421 | | | 1,360 | |
| 28,232 | | | 28,032 | |
Accumulated depreciation | (17,636) | | | (17,524) | |
Net Property, Plant, and Equipment | 10,596 | | | 10,508 | |
| | | |
Total Assets | $ | 54,831 | | | $ | 54,631 | |
| | | |
Liabilities, Temporary Equity, and Shareholders’ Equity | | | |
Current Liabilities | | | |
Short-term debt | $ | 1,734 | | | $ | 105 | |
Trade payables | 5,599 | | | 6,313 | |
Payables to brokerage customers | 8,176 | | | 7,867 | |
Accrued expenses and other payables | 3,922 | | | 4,076 | |
Current lease liabilities | 298 | | | 300 | |
Current maturities of long-term debt | 1 | | | 1 | |
| | | |
Total Current Liabilities | 19,730 | | | 18,662 | |
| | | |
Long-Term Liabilities | | | |
Long-term debt | 8,245 | | | 8,259 | |
Deferred income taxes | 1,291 | | | 1,309 | |
Non-current lease liabilities | 1,010 | | | 931 | |
Other | 1,016 | | | 1,005 | |
Total Long-Term Liabilities | 11,562 | | | 11,504 | |
| | | |
Temporary Equity - Redeemable noncontrolling interest | 307 | | | 320 | |
| | | |
Shareholders’ Equity | | | |
Common stock | 2,720 | | | 3,154 | |
Reinvested earnings | 23,069 | | | 23,465 | |
Accumulated other comprehensive income (loss) | (2,570) | | | (2,487) | |
Noncontrolling interests | 13 | | | 13 | |
Total Shareholders’ Equity | 23,232 | | | 24,145 | |
Total Liabilities, Temporary Equity, and Shareholders’ Equity | $ | 54,831 | | | $ | 54,631 | |
| | | |
See notes to consolidated financial statements.
Archer-Daniels-Midland Company
Consolidated Statements of Cash Flows
(Unaudited)
| | | | | | | | | | | |
(In millions) | Three Months Ended March 31, |
| 2024 | | 2023 |
| |
| | | |
Operating Activities | | | |
Net earnings including noncontrolling interests | $ | 719 | | | $ | 1,172 | |
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities | | | |
Depreciation and amortization | 280 | | | 259 | |
Asset impairment charges | 3 | | | 3 | |
Deferred income taxes | (64) | | | 47 | |
Equity in earnings of affiliates, net of dividends | (136) | | | (113) | |
Stock compensation expense | 66 | | | 65 | |
| | | |
| | | |
Deferred cash flow hedges | (69) | | | (104) | |
(Gain) losses on sales/revaluation of assets | 14 | | | (11) | |
Other – net | 69 | | | (8) | |
Changes in operating assets and liabilities, net of acquisitions and dispositions | | | |
Segregated investments | (159) | | | (935) | |
Trade receivables | 61 | | | 488 | |
Inventories | 295 | | | 52 | |
| | | |
Other current assets | 163 | | | 328 | |
Trade payables | (713) | | | (1,556) | |
Payables to brokerage customers | 319 | | | (460) | |
Accrued expenses and other payables | (148) | | | (837) | |
Total Operating Activities | 700 | | | (1,610) | |
| | | |
Investing Activities | | | |
Capital expenditures | (328) | | | (327) | |
Net assets of businesses acquired | (915) | | | — | |
Proceeds from sales of assets | 6 | | | 13 | |
| | | |
| | | |
Investments in affiliates | (4) | | | (4) | |
| | | |
| | | |
| | | |
| | | |
Other – net | 11 | | | (10) | |
Total Investing Activities | (1,230) | | | (328) | |
| | | |
Financing Activities | | | |
| | | |
Long-term debt payments | — | | | (2) | |
Net borrowings (payments) under lines of credit agreements | 1,619 | | | 1,306 | |
| | | |
Share repurchases | (1,327) | | | (351) | |
Cash dividends | (257) | | | (248) | |
| | | |
Other – net | (37) | | | (107) | |
Total Financing Activities | (2) | | | 598 | |
| | | |
Effect of exchange rate on cash, cash equivalents, restricted cash, and restricted cash equivalents | (13) | | | (6) | |
Increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents | (545) | | | (1,346) | |
Cash, cash equivalents, restricted cash, and restricted cash equivalents - beginning of period | 5,390 | | | 7,033 | |
| | | |
Cash, cash equivalents, restricted cash, and restricted cash equivalents - end of period | $ | 4,845 | | | $ | 5,687 | |
| | | |
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents to the consolidated balance sheets | | | |
| | | |
Cash and cash equivalents | $ | 830 | | | $ | 899 | |
Restricted cash and restricted cash equivalents included in segregated cash and investments | 4,015 | | | 4,788 | |
Total cash, cash equivalents, restricted cash, and restricted cash equivalents | $ | 4,845 | | | $ | 5,687 | |
| | | |
| | | |
| | | |
See notes to consolidated financial statements.
Archer-Daniels-Midland-Company
Consolidated Statements of Shareholders’ Equity
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Reinvested Earnings | | Accumulated Other Comprehensive Income (Loss) | | Noncontrolling Interests | | Total Shareholders’ Equity |
(In millions, except per share amounts) | Shares | | Amount | | | | |
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Balance, December 31, 2023 | 513 | | | $ | 3,154 | | | $ | 23,465 | | | $ | (2,487) | | | $ | 13 | | | $ | 24,145 | |
Comprehensive income | | | | | | | | | | | |
Net earnings | | | | | 729 | | | | | (10) | | | |
Other comprehensive income (loss) | | | | | | | (83) | | | (3) | | | |
Total comprehensive income | | | | | | | | | | | 633 | |
Cash dividends paid - $0.50 per share | | | | | (257) | | | | | | | (257) | |
Share repurchases | (13) | | | | | (868) | | | | | | | (868) | |
Share repurchases prepayment | | | (462) | | | | | | | | | (462) | |
Stock compensation expense | 3 | | | 66 | | | | | | | | | 66 | |
Stock option exercises net of taxes | (1) | | | (41) | | | | | | | | | (41) | |
| | | | | | | | | | | |
Other | — | | | 3 | | | — | | | — | | | 13 | | | 16 | |
Balance, March 31, 2024 | 502 | | | $ | 2,720 | | | $ | 23,069 | | | $ | (2,570) | | | $ | 13 | | | $ | 23,232 | |
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Balance, December 31, 2022 | 547 | | | $ | 3,147 | | | $ | 23,646 | | | $ | (2,509) | | | $ | 33 | | | $ | 24,317 | |
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Comprehensive income | | | | | | | | | | | |
Net earnings | | | | | 1,170 | | | | | 2 | | | |
Other comprehensive income (loss) | | | | | | | 46 | | | (3) | | | |
Total comprehensive income | | | | | | | | | | | 1,215 | |
Cash dividends paid - $0.45 per share | | | | | (248) | | | | | | | (248) | |
Share repurchases | (4) | | | | | (351) | | | | | | | (351) | |
Stock compensation expense | 3 | | | 65 | | | | | | | | | 65 | |
Stock option exercises net of taxes | (1) | | | (108) | | | | | | | | | (108) | |
Other | — | | | 2 | | | — | | | — | | | 4 | | | 6 | |
Balance, March 31, 2023 | 546 | | | $ | 3,106 | | | $ | 24,217 | | | $ | (2,463) | | | $ | 36 | | | $ | 24,896 | |
| | | | | | | | | | | |
See notes to consolidated financial statements.
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements
(Unaudited)
Note 1. Basis of Presentation and Restatement of Previously Filed Consolidated Financial Statements
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these statements do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. For further information, refer to the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K/A for the year ended December 31, 2023 for Archer-Daniels-Midland Company (the Company or ADM).
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. The Company consolidates all entities, including variable interest entities (VIEs), in which it has a controlling financial interest. For VIEs, the Company assesses whether it is the primary beneficiary as defined under the applicable accounting standard. Investments in affiliates, including VIEs through which the Company exercises significant influence but does not control the investee and is not the primary beneficiary of the investee’s activities, are carried at cost plus equity in undistributed earnings since acquisition and are adjusted, where appropriate, for basis differences between the investment balance and the underlying net assets of the investee and impairments determined to be other than temporary in nature. The Company’s portion of the results of certain affiliates and results of certain VIEs are included using the most recent available financial statements. In each case, the financial statements are within 93 days of the Company’s year end and are consistent from period to period.
Restatement of Previously Filed Financial Statements
Following ongoing dialogue with the staff of the United States Securities and Exchange Commission, the Company concluded that it would amend its fiscal year 2023 Form 10-K (the “FY2023 Form 10-K”) and Forms 10-Q for the first and second quarters of 2024 (collectively, the “Q1 and Q2 2024 Form 10-Qs”) to restate the segment information disclosure included in those filings. These restatements do not impact ADM’s Consolidated Statements of Earnings, Consolidated Statements of Comprehensive Income (Loss), Consolidated Balance Sheets, Consolidated Statements of Cash Flows or Consolidated Statements of Shareholders’ Equity as of and for the periods presented in the Amended Reports.
As previously disclosed in Note 13. Segment Information, to ADM’s consolidated financial statements included in the Form 10-Q for the quarter ended March 31, 2024, ADM identified and corrected certain intersegment sales amounts that either (i) were not in accordance with prior disclosures about presenting such sales at amounts approximating market or (ii) included intrasegment sales (resulting from sales within the segment) and should have included exclusively intersegment sales (resulting from sales from one segment to another). In connection with the error corrections, ADM identified a material weakness in its internal control over financial reporting related to its accounting practices and procedures for intersegment sales. The Company put in place a plan to remediate this material weakness, as disclosed in the FY2023 Form 10-K and Q1 and Q2 2024 Form 10-Qs.
In the course of testing new controls implemented as part of the Company’s material weakness remediation plan in the third quarter of 2024, ADM identified additional intrasegment sales previously misclassified and reported as intersegment sales. These newly identified errors concern intersegment sales for each of its Ag Services and Oilseeds, Carbohydrate Solutions and Nutrition segments that included certain additional intrasegment sales and should have included exclusively intersegment sales. The Company also identified some intersegment sales between Ag Services and Oilseeds and Carbohydrate Solutions that were not accounted for consistently in accordance with revenue recognition and segment reporting standards and should not have been reported as intersegment sales.
The Company also is correcting certain segment disclosure presentation errors. In this Amendment, the Company is revising its reconciliation and calculation of total segment operating profit. The revised reconciliation in Note 13. Segment Information presents a subtotal for total segment operating profit that is equal to the sum of the segment operating profit reported for each of the Ag Services and Oilseeds, Carbohydrate Solutions and Nutrition segments. Amounts for other business and specified items,
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
Note 1. Basis of Presentation and Restatement of Previously Filed Consolidated Financial Statements (Continued)
which previously were reflected in the calculation of total segment operating profit, are now reflected as reconciling items, similar to Corporate, between total segment operating profit and earnings before income taxes.
The Company has restated its Consolidated Financial Statements for the quarters ended March 31, 2024 and 2023 in Note 13, Segment Information (Unaudited).
Segregated Cash and Investments
The Company segregates certain cash, cash equivalents, and investment balances in accordance with regulatory requirements, commodity exchange requirements, and insurance arrangements. These balances represent deposits received from customers of the Company’s registered futures commission merchant and commodity brokerage services, cash margins and securities pledged to commodity exchange clearinghouses, and cash pledged as security under certain insurance arrangements. Segregated cash and investments also include restricted cash collateral for the various insurance programs of the Company’s captive insurance business. To the degree these segregated balances are comprised of cash and cash equivalents, they are considered restricted cash and cash equivalents on the consolidated statements of cash flows.
Receivables
The Company records receivables at net realizable value in trade receivables, other current assets, and other assets. These amounts include allowances for estimated uncollectible accounts to reflect any loss anticipated on the accounts receivable balances including any accrued interest thereon. The Company estimates uncollectible accounts by pooling receivables according to type, region, credit risk rating, and age. Each pool is assigned an expected loss co-efficient to arrive at a general reserve based on historical write-offs adjusted, as needed, for regional, economic, and other forward-looking factors. The Company minimizes credit risk due to the large and diversified nature of its worldwide customer base. ADM manages its exposure to counter-party credit risk through credit analysis and approvals, credit limits, and monitoring procedures. Long-term receivables recorded in other assets were not material to the Company’s overall receivables portfolio.
Changes to the allowance for estimated uncollectible accounts are as follows:
| | | | | | | | |
| March 31, 2024 | March 31, 2023 |
| (In millions) |
Beginning, January 1 | $ | 215 | | $ | 199 | |
Current year provisions | 5 | | 4 |
Recoveries | 8 | | 1 | |
Write-offs against allowance | (13) | | (24) | |
Foreign exchange translation adjustment | 1 | | 1 | |
Other | — | | 1 | |
Ending, March 31 | $ | 216 | | $ | 182 | |
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Write-offs against allowance in the three months ended March 31, 2024 were primarily related to long-term receivables. Write-offs against allowance in the three months ended March 31, 2023 were primarily related to allowance on receivables that were subsequently sold.
Inventories
Certain merchandisable agricultural commodity inventories, which include inventories acquired under deferred pricing contracts, are stated at market value. In addition, the Company values certain inventories using the first-in, first-out (FIFO) method at the lower of cost or net realizable value.
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
Note 1. Basis of Presentation and Restatement of Previously Filed Consolidated Financial Statements (Continued)
The following table sets forth the Company’s inventories as of March 31, 2024 and December 31, 2023.
| | | | | | | | | | | |
| March 31, 2024 | | December 31, 2023 |
| (In millions) |
Raw materials and supplies | $ | 1,880 | | | $ | 1,944 | |
Finished goods | 3,047 | | | 3,026 | |
Market inventories | 6,707 | | | 6,987 | |
Total inventories | $ | 11,634 | | | $ | 11,957 | |
Included in raw materials and supplies are work in process inventories which were not material as of March 31, 2024 and December 31, 2023.
Cost Method Investments
Cost method investments of $421 million and $438 million as of March 31, 2024 and December 31, 2023, respectively, were included in Other Assets in the Company’s consolidated balance sheets. Revaluation loss of $18 million in the three months ended March 31, 2024 was related to an investment in alternative protein and precision fermentation, partially offset by an upward adjustment of $2 million. There were no revaluation gains or losses in the three months ended March 31, 2023. Revaluation gains and losses are recorded in interest and investment income in the Company’s consolidated statements of earnings. As of March 31, 2024, the cumulative amounts of upward and downward adjustments were $115 million and $94 million, respectively.
Note 2. New Accounting Standards
Through December 31, 2024, the Company has the option to adopt the amended guidance of Accounting Standards Codification (ASC) 848, Reference Rate Reform, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amended guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2024, except for hedging relationships existing as of December 31, 2024, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. Through March 31, 2024, ADM has completed the transition of its financing, funding, and hedging portfolios from LIBOR to alternative reference rates. The transition did not have an impact on the Company’s consolidated financial statements.
Effective December 31, 2024, the Company will be required to adopt the amended guidance of ASC 280, Segment Reporting, which improves disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators of capital for more detailed information about a reportable segment’s expenses. The amended guidance improves reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses and permits entities to disclose more than one measure of a reportable segment’s profitability used by the Chief Operating Decision Maker. The adoption of the amended guidance will result in expanded disclosures in the Company’s segment and geographic information footnote but will not have an impact on the consolidated financial statements.
Effective December 31, 2025, the Company will be required to adopt the amended guidance of ASC 740, Income Taxes, which enhances the transparency and decision usefulness of income tax disclosures. The amendments address investor requests for more transparency about income tax information. The adoption of the amended guidance will result in expanded disclosures in the Company’s income taxes footnote but will not have an impact on the consolidated financial statements.
Note 3. Revenues
Revenue Recognition
The Company principally generates revenue from merchandising and transporting agricultural commodities, and manufacturing products for use in food, beverages, feed, energy, and industrial applications, and ingredients and solutions for human and
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
Note 3. Revenues (Continued)
animal nutrition. Revenue is measured based on the consideration specified in the contract with a customer. The Company follows a policy of recognizing revenue at a single point in time when it satisfies its performance obligation by transferring control over a product or service to a customer. The majority of the Company’s contracts with customers have one performance obligation and a contract duration of one year or less. The Company applies the practical expedient in paragraph 10-50-14 of ASC 606, Revenue from Contracts with Customers, (Topic 606) and does not disclose information about remaining performance obligations that have original expected durations of one year or less. For transportation service contracts, the Company recognizes revenue over time as the mode of transportation moves towards its destination in accordance with the transfer of control guidance of Topic 606. The Company recognized revenue from transportation service contracts of $193 million and $178 million for the three months ended March 31, 2024 and 2023, respectively. For physically settled derivative sales contracts that are outside the scope of Topic 606, the Company recognizes revenue when control of the inventory is transferred within the meaning of Topic 606 as required by ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (Topic 610-20).
Shipping and Handling Costs
Shipping and handling costs related to contracts with customers for the sale of goods are accounted for as a fulfillment activity and are included in cost of products sold. Accordingly, amounts billed to customers for such costs are included as a component of revenues.
Taxes Collected from Customers and Remitted to Governmental Authorities
The Company does not include taxes assessed by governmental authorities that are (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers, in the measurement of transaction prices or as a component of revenues and cost of products sold.
Contract Liabilities
Contract liabilities relate to advance payments from customers for goods and services the Company has yet to provide. Contract liabilities of $508 million and $626 million as of March 31, 2024 and December 31, 2023, respectively, were recorded in accrued expenses and other payables in the consolidated balance sheets. Revenues recognized in the three months ended March 31, 2024 from the December 31, 2023 contract liabilities were $235 million.
Disaggregation of Revenues
The following tables present revenue disaggregated by timing of recognition and major product lines for the three months ended March 31, 2024 and 2023.
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
Note 3. Revenues (Continued)
| | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2024 |
| Topic 606 Revenue | Topic 815(1) | Total |
(In millions) | Point in Time | Over Time | Total | Revenue | Revenues |
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Ag Services and Oilseeds | | | | | |
Ag Services | $ | 1,022 | | $ | 193 | | $ | 1,215 | | $ | 9,982 | | $ | 11,197 | |
Crushing | 117 | | — | | 117 | | 3,210 | | 3,327 | |
Refined Products and Other | 548 | | — | | 548 | | 2,147 | | 2,695 | |
Total Ag Services and Oilseeds | 1,687 | | 193 | | 1,880 | | 15,339 | | 17,219 | |
Carbohydrate Solutions | | | | | |
Starches and Sweeteners | 1,593 | | — | | 1,593 | | 563 | | 2,156 | |
Vantage Corn Processors | 527 | | — | | 527 | | — | | 527 | |
Total Carbohydrate Solutions | 2,120 | | — | | 2,120 | | 563 | | 2,683 | |
Nutrition | | | | | |
Human Nutrition | 964 | | — | | 964 | | — | | 964 | |
Animal Nutrition | 872 | | — | | 872 | | — | | 872 | |
Total Nutrition | 1,836 | | — | | 1,836 | | — | | 1,836 | |
| | | | | |
Total Segment Revenues | 5,643 | | 193 | | 5,836 | | 15,902 | | 21,738 | |
Other Business | 109 | | — | | 109 | | — | | 109 | |
Total Revenues | $ | 5,752 | | $ | 193 | | $ | 5,945 | | $ | 15,902 | | $ | 21,847 | |
| | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2023 |
| Topic 606 Revenue | Topic 815(1) | Total |
(In millions) | Point in Time | Over Time | Total | Revenue | Revenues |
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Ag Services and Oilseeds | | | | | |
Ag Services | $ | 1,017 | | $ | 178 | | $ | 1,195 | | $ | 10,500 | | $ | 11,695 | |
Crushing | 191 | | — | | 191 | | 3,492 | | 3,683 | |
Refined Products and Other | 626 | | — | | 626 | | 2,575 | | 3,201 | |
Total Ag Services and Oilseeds | 1,834 | | 178 | | 2,012 | | 16,567 | | 18,579 | |
Carbohydrate Solutions | | | | | |
Starches and Sweeteners | 2,084 | | — | | 2,084 | | 653 | | 2,737 | |
Vantage Corn Processors | 800 | | — | | 800 | | — | | 800 | |
Total Carbohydrate Solutions | 2,884 | | — | | 2,884 | | 653 | | 3,537 | |
Nutrition | | | | | |
Human Nutrition | 936 | | — | | 936 | | — | | 936 | |
Animal Nutrition | 917 | | — | | 917 | | — | | 917 | |
Total Nutrition | 1,853 | | — | | 1,853 | | — | | 1,853 | |
| | | | | |
Total Segment Revenues | 6,571 | | 178 | | 6,749 | | 17,220 | | 23,969 | |
Other Business | 103 | | — | | 103 | | — | | 103 | |
Total Revenues | $ | 6,674 | | $ | 178 | | $ | 6,852 | | $ | 17,220 | | $ | 24,072 | |
(1) Topic 815 revenue relates to the physical delivery or the settlement of the Company’s sales contracts that are accounted for as derivatives and are outside the scope of Topic 606.
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
Note 3. Revenues (Continued)
Ag Services and Oilseeds
The Ag Services and Oilseeds segment generates revenue from the sale of commodities, from service fees for the transportation of goods, from the sale of products manufactured in its global processing facilities, and from its structured trade finance activities. Revenue is measured based on the consideration specified in the contract. Revenue is recognized when a performance obligation is satisfied by transferring control over a product or providing service to a customer. For transportation service contracts, the Company recognizes revenue over time as the mode of transportation moves towards its destination in accordance with the transfer of control guidance of Topic 606. The amount of revenue recognized follows the contractually specified price, which may include freight or other contractually specified cost components. For physically settled derivative sales contracts that are outside the scope of Topic 606, the Company recognizes revenue when control of the inventory is transferred within the meaning of Topic 606 as required by Topic 610-20.
Carbohydrate Solutions
The Carbohydrate Solutions segment generates revenue from the sale of products manufactured at the Company’s global corn and wheat milling facilities around the world. Revenue is recognized when control over products is transferred to the customer. Products are shipped to customers from the Company’s various facilities and from its network of storage terminals. The amount of revenue recognized is based on the consideration specified in the contract, which could include freight and other costs depending on the specific shipping terms of each contract. For physically settled derivative sales contracts that are outside the scope of Topic 606, the Company recognizes revenue when control of the inventory is transferred within the meaning of Topic 606 as required by Topic 610-20.
Nutrition
The Nutrition segment sells ingredients and solutions including plant-based proteins, natural flavors, flavor systems, natural colors, emulsifiers, soluble fiber, polyols, hydrocolloids, probiotics, prebiotics, enzymes, botanical extracts, edible beans, formula feeds, animal health and nutrition products, pet food and treats, and other specialty food and feed ingredients. Revenue is recognized when control over products is transferred to the customer. The amount of revenue recognized follows the contracted price or the mutually agreed price of the product. Freight and shipping are recognized as a component of revenue at the same time control transfers to the customer.
Other Business
Other Business includes the Company’s futures commission business whose primary sources of revenue are commissions and brokerage income generated from executing orders and clearing futures contracts and options on futures contracts on behalf of its customers. Commissions and brokerage revenue are recognized on the date the transaction is executed. Other Business also includes the Company’s captive insurance business, which generates third party revenue through its proportionate share of premiums from third-party reinsurance pools. Reinsurance premiums are recognized on a straight-line basis over the period underlying the policy.
Note 4. Acquisitions
During the three months ended March 31, 2024, the Company acquired Revela Foods (“Revela”), a Wisconsin-based developer and manufacturer of innovative dairy flavor ingredients and solutions, FDL, a UK-based leading developer and producer of premium flavor and functional ingredient systems, and PT Trouw Nutrition Indonesia (“PT”), a subsidiary of Nutreco and leading provider of functional and nutritional solutions for livestock farming in Indonesia, for an aggregate cash consideration of $924 million.
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
Note 4. Acquisitions (Continued)
The aggregate cash consideration of these acquisitions, net of $9 million in cash acquired, was allocated as follows, subject to final measurement period adjustments:
| | | | | | | | | | | | | | |
(In millions) | Revela | FDL | PT | Total |
Working capital | $ | 50 | | $ | — | | $ | 5 | | $ | 55 | |
Property, plant, and equipment | 38 | | 33 | | 5 | | 76 | |
Goodwill | 403 | | 145 | | 5 | | 553 | |
Other intangible assets | 166 | | 97 | | — | | 263 | |
Other long-term assets | 28 | | 1 | | — | | 29 | |
Long-term liabilities | (35) | | (26) | | — | | (61) | |
Aggregate cash consideration | $ | 650 | | $ | 250 | | $ | 15 | | $ | 915 | |
Goodwill recorded in connection with the acquisitions is primarily attributable to the synergies expected to arise after the Company’s acquisition of the businesses. Of the $553 million allocated to goodwill, none is expected to be deductible for tax purposes.
These acquisitions add capabilities to the Human and Animal Nutrition businesses. The Company’s consolidated statement of earnings for the quarter ended March 31, 2024 includes the post-acquisition results of the acquired businesses which were immaterial.
The following table sets forth the fair values and the useful lives of the other intangible assets acquired.
| | | | | | | | | | | | | | | | | | | | |
| Useful Lives | Revela | FDL | Total |
| (In years) | (In millions) |
| | | | | | |
| | | | | | |
| | | | | | |
Intangible assets with finite lives: | | | | | | |
Trademarks/brands | 3 | | | $ | — | | $ | 4 | | $ | 4 | |
Customer lists | 10 | to | 18 | 124 | | 73 | | 197 | |
Recipes and others | 10 | to | 21 | 42 | | 20 | | 62 | |
Total other intangible assets acquired | | | | $ | 166 | | $ | 97 | | $ | 263 | |
Note 5. Fair Value Measurements
The following tables set forth, by level, the Company’s assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2024 and December 31, 2023.
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
Note 5. Fair Value Measurements (Continued)
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Measurements at March 31, 2024 |
| Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total |
| (In millions) |
| | | | | | | |
Assets: | | | | | | | |
Inventories carried at market | $ | — | | | $ | 3,759 | | | $ | 2,948 | | | $ | 6,707 | |
Unrealized derivative gains: | | | | | | | |
Commodity contracts | — | | | 598 | | | 764 | | | 1,362 | |
Foreign currency contracts | — | | | 187 | | | — | | | 187 | |
| | | | | | | |
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Cash equivalents | 206 | | | — | | | — | | | 206 | |
| | | | | | | |
Segregated investments | 1,663 | | | — | | | — | | | 1,663 | |
| | | | | | | |
Total Assets | $ | 1,869 | | | $ | 4,544 | | | $ | 3,712 | | | $ | 10,125 | |
| | | | | | | |
Liabilities: | | | | | | | |
Unrealized derivative losses: | | | | | | | |
Commodity contracts | $ | — | | | $ | 448 | | | $ | 435 | | | $ | 883 | |
Foreign currency contracts | — | | | 94 | | | — | | | 94 | |
| | | | | | | |
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Inventory-related payables | — | | | 1,928 | | | 62 | | | 1,990 | |
| | | | | | | |
Total Liabilities | $ | — | | | $ | 2,470 | | | $ | 497 | | | $ | 2,967 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Measurements at December 31, 2023 |
| Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total |
| (In millions) |
| | | | | | | |
Assets: | | | | | | | |
Inventories carried at market | $ | — | | | $ | 4,274 | | | $ | 2,713 | | | $ | 6,987 | |
Unrealized derivative gains: | | | | | | | |
Commodity contracts | — | | | 628 | | | 731 | | | 1,359 | |
Foreign currency contracts | — | | | 187 | | | — | | | 187 | |
| | | | | | | |
Cash equivalents | 209 | | | — | | | — | | | 209 | |
| | | | | | | |
Segregated investments | 1,362 | | | — | | | — | | | 1,362 | |
| | | | | | | |
Total Assets | $ | 1,571 | | | $ | 5,089 | | | $ | 3,444 | | | $ | 10,104 | |
| | | | | | | |
Liabilities: | | | | | | | |
Unrealized derivative losses: | | | | | | | |
Commodity contracts | $ | — | | | $ | 500 | | | $ | 457 | | | $ | 957 | |
Foreign currency contracts | — | | | 144 | | | — | | | 144 | |
| | | | | | | |
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Inventory-related payables | — | | | 1,219 | | | 101 | | | 1,320 | |
Total Liabilities | $ | — | | | $ | 1,863 | | | $ | 558 | | | $ | 2,421 | |
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
Note 5. Fair Value Measurements (Continued)
Estimated fair values for inventories and inventory-related payables carried at market are based on exchange-quoted prices, adjusted for differences in local markets and quality, referred to as basis. Market valuations for the Company’s inventories are adjusted for location and quality (basis) because the exchange-quoted prices represent contracts with standardized terms for commodity, quantity, future delivery period, delivery location, and commodity quality or grade. The basis adjustments are generally determined using the inputs from competitor and broker quotations or market transactions and are considered observable. Basis adjustments are impacted by specific local supply and demand characteristics at each facility and the overall market. Factors such as substitute products, weather, fuel costs, contract terms, and futures prices also impact the movement of these basis adjustments. In some cases, the basis adjustments are unobservable because they are supported by little to no market activity. When unobservable inputs have a significant impact (more than 10%) on the measurement of fair value, the inventory is classified in Level 3. Changes in the fair value of inventories and inventory-related payables are recognized in the consolidated statements of earnings as a component of cost of products sold.
Derivative contracts include exchange-traded commodity futures and options contracts, forward commodity purchase and sale contracts, and over-the-counter (OTC) instruments related primarily to agricultural commodities, energy, interest rates, and foreign currencies. Exchange-traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified in Level 1. Substantially all of the Company’s exchange-traded futures and options contracts are cash-settled on a daily basis and, therefore, are not included in these tables. Fair value for forward commodity purchase and sale contracts is estimated based on exchange-quoted prices adjusted for differences in local markets. Market valuations for the Company’s forward commodity purchase and sale contracts are adjusted for location (basis) because the exchange-quoted prices represent contracts that have standardized terms for commodity, quantity, future delivery period, delivery location, and commodity quality or grade. The basis adjustments are generally determined using inputs from competitor and broker quotations or market transactions and are considered observable. Basis adjustments are impacted by specific local supply and demand characteristics at each facility and the overall market. Factors such as substitute products, weather, fuel costs, contract terms, and futures prices also impact the movement of these basis adjustments. In some cases, the basis adjustments are unobservable because they are supported by little to no market activity. When observable inputs are available for substantially the full term of the contract, it is classified in Level 2. When unobservable inputs have a significant impact (more than 10%) on the measurement of fair value, the contract is classified in Level 3. Except for certain derivatives designated as cash flow hedges, changes in the fair value of commodity-related derivatives are recognized in the consolidated statements of earnings as a component of cost of products sold. Changes in the fair value of foreign currency-related derivatives are recognized in the consolidated statements of earnings as a component of revenues, cost of products sold, and other (income) expense - net, depending upon the purpose of the contract. The changes in the fair value of derivatives designated as effective cash flow hedges are recognized in the consolidated balance sheets as a component of accumulated other comprehensive income (AOCI) until the hedged items are recorded in earnings or it is probable the hedged transaction will no longer occur.
The Company’s cash equivalents are comprised of money market funds valued using quoted market prices and are classified as Level 1.
The Company’s segregated investments are comprised of U.S. Treasury securities. U.S. Treasury securities are valued using quoted market prices and are classified in Level 1.
The debt conversion option was the equity linked embedded derivative related to the exchangeable bonds. The fair value of the embedded derivative was included in long-term debt, with changes in fair value recognized as interest, and was valued with the assistance of a third-party pricing service (a level 3 measurement).
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
Note 5. Fair Value Measurements (Continued)
The following table presents a rollforward of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2024.
| | | | | | | | | | | | | | | | | |
| Level 3 Fair Value Asset Measurements at |
| March 31, 2024 |
| Inventories Carried at Market | | Commodity Derivative Contracts Gains | | Total Assets |
| (In millions) |
Balance, December 31, 2023 | $ | 2,713 | | | $ | 731 | | | $ | 3,444 | |
Total increase (decrease) in net realized/unrealized gains included in cost of products sold* | (97) | | | 375 | | | 278 | |
Purchases | 3,789 | | | — | | | 3,789 | |
Sales | (3,883) | | | — | | | (3,883) | |
Settlements | — | | | (352) | | | (352) | |
Transfers into Level 3 | 516 | | | 28 | | | 544 | |
Transfers out of Level 3 | (90) | | | (18) | | | (108) | |
Ending balance, March 31, 2024 | $ | 2,948 | | | $ | 764 | | | $ | 3,712 | |
* Includes increase in unrealized gains of $564 million relating to Level 3 assets still held at March 31, 2024.
The following table presents a rollforward of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2024.
| | | | | | | | | | | | | | | | | | | | | | | |
| Level 3 Fair Value Liability Measurements at |
| March 31, 2024 |
| Inventory- related Payables | | Commodity Derivative Contracts Losses | | | | | | Total Liabilities |
| (In millions) |
| | | | | | | | | |
Balance, December 31, 2023 | $ | 101 | | | $ | 457 | | | | | | | $ | 558 | |
Total increase (decrease) in net realized/unrealized losses included in cost of products sold* | (3) | | | 329 | | | | | | | 326 | |
Purchases | 1 | | | — | | | | | | | 1 | |
Sales | (38) | | | — | | | | | | | (38) | |
Settlements | — | | | (290) | | | | | | | (290) | |
Transfers into Level 3 | 1 | | | 13 | | | | | | | 14 | |
Transfers out of Level 3 | — | | | (74) | | | | | | | (74) | |
Ending balance, March 31, 2024 | $ | 62 | | | $ | 435 | | | | | | | $ | 497 | |
* Includes increase in unrealized losses of $338 million relating to Level 3 liabilities still held at March 31, 2024.
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
Note 5. Fair Value Measurements (Continued)
The following table presents a rollforward of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2023.
| | | | | | | | | | | | | | | | | |
| Level 3 Fair Value Asset Measurements at |
| March 31, 2023 |
| Inventories Carried at Market | | Commodity Derivative Contracts Gains | | Total Assets |
| (In millions) |
| | | | | |
Balance, December 31, 2022 | $ | 2,760 | | | $ | 541 | | | $ | 3,301 | |
Total increase (decrease) in net realized/unrealized gains included in cost of products sold* | 2 | | | 477 | | | 479 | |
Purchases | 8,665 | | | — | | | 8,665 | |
Sales | (8,254) | | | — | | | (8,254) | |
Settlements | — | | | (382) | | | (382) | |
Transfers into Level 3 | 605 | | | 50 | | | 655 | |
Transfers out of Level 3 | (275) | | | (37) | | | (312) | |
Ending balance, March 31, 2023 | $ | 3,503 | | | $ | 649 | | | $ | 4,152 | |
* Includes increase in unrealized gains of $632 million relating to Level 3 assets still held at March 31, 2023.
The following table presents a rollforward of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2023.
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Level 3 Fair Value Liability Measurements at |
| March 31, 2023 |
| Inventory- related Payables | | Commodity Derivative Contracts Losses | | | | Debt Conversion Option | | Total Liabilities |
| (In millions) |
| | | | | | | | | |
Balance, December 31, 2022 | $ | 89 | | | $ | 603 | | | | | $ | 6 | | | $ | 698 | |
Total increase (decrease) in net realized/unrealized losses included in cost of products sold and interest expense* | (2) | | | 243 | | | | | (5) | | | 236 | |
Purchases | 2 | | | — | | | | | — | | | 2 | |
| | | | | | | | | |
Settlements | (31) | | | (424) | | | | | — | | | (455) | |
Transfers into Level 3 | — | | | 39 | | | | | — | | | 39 | |
Transfers out of Level 3 | (1) | | | (6) | | | | | — | | | (7) | |
Ending balance, March 31, 2023 | $ | 57 | | | $ | 455 | | | | | $ | 1 | | | $ | 513 | |
* Includes increase in unrealized losses of $248 million relating to Level 3 liabilities still held at March 31, 2023.
Transfers into Level 3 of assets and liabilities previously classified in Level 2 were due to the relative value of unobservable inputs to the total fair value measurement of certain products and derivative contracts rising above the 10% threshold. Transfers out of Level 3 were primarily due to the relative value of unobservable inputs to the total fair value measurement of certain products and derivative contracts falling below the 10% threshold and thus permitting reclassification to Level 2.
In some cases, the price components that result in differences between exchange-traded prices and local prices for inventories
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
Note 5. Fair Value Measurements (Continued)
and commodity purchase and sale contracts are observable based upon available quotations for these pricing components, and in some cases, the differences are unobservable. These price components primarily include transportation costs and other adjustments required due to location, quality, or other contract terms. In the table below, these other adjustments are referred to as basis. The changes in unobservable price components are determined by specific local supply and demand characteristics at each facility and the overall market. Factors such as substitute products, weather, fuel costs, contract terms, and futures prices also impact the movement of these unobservable price components.
The following table sets forth the weighted average percentage of the unobservable price components included in the Company’s Level 3 valuations as of March 31, 2024 and December 31, 2023. The Company’s Level 3 measurements may include basis only, transportation cost only, or both price components. As an example, for Level 3 inventories with basis, the unobservable component as of March 31, 2024 is a weighted average 28.2% of the total price for assets and 25.9% of the total price for liabilities.
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| Weighted Average % of Total Price |
| March 31, 2024 | | December 31, 2023 |
Component Type | Assets | | Liabilities | | Assets | | Liabilities |
Inventories and Related Payables | | | | | | | |
Basis | 28.2 | % | | 25.9 | % | | 25.0 | % | | 33.2 | % |
Transportation cost | 18.6 | % | | — | % | | 11.5 | % | | — | % |
| | | | | | | |
Commodity Derivative Contracts | | | | | | | |
Basis | 40.1 | % | | 28.2 | % | | 24.2 | % | | 24.9 | % |
Transportation cost | 8.3 | % | | 1.5 | % | | 9.3 | % | | 3.2 | % |
In certain of the Company’s principal markets, the Company relies on price quotes from third parties to value its inventories and physical commodity purchase and sale contracts. These price quotes are generally not further adjusted by the Company in determining the applicable market price. In some cases, availability of third-party quotes is limited to only one or two independent sources. In these situations, absent other corroborating evidence, the Company considers these price quotes as 100% unobservable and, therefore, the fair value of these items is reported in Level 3.
Note 6. Derivative Instruments and Hedging Activities
Derivatives Not Designated as Hedging Instruments
The majority of the Company’s derivative instruments have not been designated as hedging instruments. The Company uses exchange-traded futures and exchange-traded and OTC options contracts to manage its net position of merchandisable agricultural product inventories and forward cash purchase and sales contracts to reduce price risk caused by market fluctuations in agricultural commodities and foreign currencies. The Company also uses exchange-traded futures and exchange-traded and OTC options contracts as components of merchandising strategies designed to enhance margins. The results of these strategies can be significantly impacted by factors such as the correlation between the value of exchange-traded commodities futures contracts and the value of the underlying commodities, counterparty contract defaults, and volatility of freight markets. Derivatives, including exchange-traded contracts and forward commodity purchase or sale contracts, and inventories of certain merchandisable agricultural products, which include amounts acquired under deferred pricing contracts, are stated at fair value. Inventory is not a derivative and therefore fair values of and changes in fair values of inventories are not included in the tables below.
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
Note 6. Derivative Instruments and Hedging Activities (Continued)
The following table sets forth the fair value of derivatives not designated as hedging instruments as of March 31, 2024 and December 31, 2023.
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| March 31, 2024 | | December 31, 2023 |
| Assets | | Liabilities | | Assets | | Liabilities |
| (In millions) |
| | | | | | | |
Foreign Currency Contracts | $ | 145 | | | $ | 94 | | | $ | 187 | | | $ | 122 | |
| | | | | | | |
Commodity Contracts | 1,351 | | | 883 | | | 1,343 | | | 957 | |
| | | | | | | |
Total | $ | 1,496 | | | $ | 977 | | | $ | 1,530 | | | $ | 1,079 | |
The following tables set forth the pre-tax gains (losses) on derivatives not designated as hedging instruments that have been included in the consolidated statements of earnings for the three months ended March 31, 2024 and 2023.
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| | | | | Other (income) expense - net | | | | |
| | | Cost of | | | Interest | | |
(In millions) | Revenues | | products sold | | | expense | | |
Three Months Ended March 31, 2024 | | | | | | | | | |
Consolidated Statement of Earnings | $ | 21,847 | | | $ | 20,188 | | | $ | (26) | | | $ | 166 | | | |
| | | | | | | | | |
Pre-tax gains (losses) on: | | | | | | | | | |
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| | | | | | | | | |
| | | | | | | | | |
Foreign Currency Contracts | $ | 1 | | | $ | (63) | | | $ | 54 | | | $ | — | | | |
Commodity Contracts | — | | | 197 | | | — | | | — | | | |
| | | | | | | | | |
Total gain (loss) recognized in earnings | $ | 1 | | | $ | 134 | | | $ | 54 | | | $ | — | | | $ | 189 | |
| | | | | | | | | |
Three Months Ended March 31, 2023 | | | | | | | | | |
Consolidated Statement of Earnings | $ | 24,072 | | | $ | 21,992 | | | $ | (44) | | | $ | 147 | | | |
| | | | | | | | | |
Pre-tax gains (losses) on: | | | | | | | | | |
Foreign Currency Contracts | $ | (11) | | | $ | 95 | | | $ | (16) | | | $ | — | | | |
Commodity Contracts | — | | | 440 | | | — | | | — | | | |
Debt Conversion Option | — | | | — | | | — | | | 5 | | | |
Total gain (loss) recognized in earnings | $ | (11) | | | $ | 535 | | | $ | (16) | | | $ | 5 | | | $ | 513 | |
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Changes in the market value of inventories of certain merchandisable agricultural commodities, inventory-related payables, forward cash purchase and sales contracts, exchange-traded futures and exchange-traded and OTC options contracts are recognized in earnings immediately as a component of cost of products sold.
Changes in the fair value of foreign currency-related derivatives are recognized in the consolidated statements of earnings as a component of revenues, cost of products sold, and other (income) expense - net depending on the purpose of the contract.
Derivatives Designated as Cash Flow and Net Investment Hedging Strategies
The Company had certain derivatives designated as cash flow and net investment hedges as of March 31, 2024 and December 31, 2023.
Archer-Daniels-Midland Company
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
Note 6. Derivative Instruments and Hedging Activities (Continued)
For derivative instruments that are designated and qualify as highly-effective cash flow hedges (i.e., hedging the exposure to variability in expected future cash flow that is attributable to a particular risk), the gain or loss on the derivative instrument is reported as a component of AOCI and as an operating activity in the statement of cash flows, and is reclassified into earnings in the same line item affected by the hedged transaction in the same period or periods during which the hedged transaction affects earnings. Hedge components excluded from the assessment of effectiveness and gains and losses related to discontinued hedges are recognized in the consolidated statement of earnings during the current period.
Commodity Contracts
For each of the hedge programs described below, the derivatives are designated as cash flow hedges. The changes in the market value of such derivative contracts have historically been, and are expected to continue to be, highly effective at offsetting changes in price movements of the hedged item. Once the hedged item is recognized in earnings, the gains and losses arising from the hedge are reclassified from AOCI to either revenues or cost of products sold, as applicable.
The Company uses futures or options contracts to hedge the purchase price of anticipated volumes of corn to be purchased and processed in a future month. The objective of this hedging program is to reduce the variability of cash flows associated with the Company’s forecasted purchases of corn. The Company’s corn processing plants normally grind approximately 59 million bushels of corn per month. During the past 12 months, the Company hedged between 12% and 34% of its monthly grind. At March 31, 2024, the Company had designated hedges representing between 0% and 29% of its anticipated monthly grind of corn for the next 12 months.
The Company uses futures and options contracts to hedge the purchase price of the anticipated volumes of soybeans to be purchased and processed in a future month for certain of its U.S. soybean crush facilities, subject to certain program limits. The Company also uses futures or options contracts to hedge the sales prices of anticipated soybean meal and soybean oil sales proportionate to the soybean crushing process at these facilities, subject to certain program limits. During the past 12 months, the Company hedged between 77% and 100% of the anticipated monthly soybean crush for soybean purchases and soybean meal and oil sales at the designated facilities. At March 31, 2024, the Company had designated hedges representing between 3% and 100% of the anticipated monthly soybean crush for soybean purchases and soybean meal and oil sales at the designated facilities over the next 12 months.
The Company uses futures and OTC swaps to hedge the purchase price of anticipated volumes of natural gas consumption in a future month for certain of its facilities in North America and Europe, subject to certain program limits. During the past 12 months, the Company hedged between 39% and 80% of the anticipated monthly natural gas consumption at the designated facilities. At March 31, 2024, the Company had designated hedges representing between 34% and 70% of the anticipated monthly natural gas consumption over the next 12 months.
As of March 31, 2024 and December 31, 2023, the Company had after-tax losses of $9 million and after-tax gains of $42 million in AOCI, respectively, related to gains and losses from these programs. The Company expects to recognize $9 million of the March 31, 2024 after-tax losses in its consolidated statement of earnings during the next 12 months.
Foreign Currency Contracts
The Company uses cross-currency swaps and foreign exchange forwards designated as net investment hedges to protect the Company’s investment in a foreign subsidiary against changes in foreign currency exchange rates. The Company executed USD-fixed to Euro-fixed cross-currency swaps with an aggregate notional amount of $0.8 billion as of March 31, 2024 and December 31, 2023, and foreign exchange forwards with an aggregate notional amount of $