10-KT 1 adm10ktfy125.htm ADM 10-K FY12.5 adm10ktfy125.htm



 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.  20549
FORM 10-K

¨
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from July 1, 2012 to December 31, 2012

Commission file number 1-44
ADM Logo
ARCHER-DANIELS-MIDLAND COMPANY
(Exact name of registrant as specified in its charter)


Delaware
41-0129150
(State or other jurisdiction of
(I. R. S. Employer
incorporation or organization)
Identification No.)
   
4666 Faries Parkway   Box 1470
Decatur, Illinois
62525
(Address of principal executive offices)
(Zip Code)
   
217-424-5200
(Registrant's telephone number, including area code)
   
Securities registered pursuant to Section 12(b) of the Act:
   
Title of each class
Name of each exchange on which registered
   
Common Stock, no par value
New York Stock Exchange
 
Frankfurt Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:                 None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes x   No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes ¨  No x
 

 
 
 

 
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 x  No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes x  No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer  x                                                      Accelerated Filer  o
Non-accelerated Filer     o                                                      Smaller Reporting Company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Common Stock, no par value--$17.6 billion
(Based on the closing sale price of Common Stock as reported on the New York Stock Exchange
as of December 31, 2012)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Common Stock, no par value—658,592,500 shares
(January 31, 2013)

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the annual meeting of stockholders to be held May 2, 2013, are incorporated by reference into Part III.

SAFE HARBOR STATEMENT

This Form 10-K contains forward-looking information that is subject to certain risks and uncertainties that could cause actual results to differ materially from those projected, expressed, or implied by such forward-looking information.  In some cases, you can identify forward-looking statements by our use of words such as “may, will, should, anticipates, believes, expects, plans, future, intends, could, estimate, predict, potential or contingent,” the negative of these terms or other similar expressions.  The Company’s actual results could differ materially from those discussed or implied herein.  Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Form 10-K for the transition period ended December 31, 2012.  Among these risks are legislative acts; changes in the prices of food, feed, and other commodities, including gasoline; and macroeconomic conditions in various parts of the world.  To the extent permitted under applicable law, the Company assumes no obligation to update any forward-looking statements as a result of new information or future events.
 
 

 
 

 
 
 
Table of Contents

     
Item No.
Description
Page No.
     
 
Part I
 
1.
4
1A.
11
1B.
15
2.
16
3.
22
4.
22
     
 
Part II
 
5.
 
23
6.
26
7.
     
28
7A.
53
8.
56
9.
 
122
9A.
122
9B.
122
     
 
Part III
 
10.
123
11.
126
12.
     
126
13.
126
14.
126
     
 
Part IV
 
15.
127
 
132
     



 
 

 

PART I

Item 1.
BUSINESS

Company Overview

Archer-Daniels-Midland Company (the Company) was incorporated in Delaware in 1923, successor to the Daniels Linseed Co. founded in 1902.  The Company is one of the world’s largest processors of oilseeds, corn, wheat, cocoa, and other agricultural commodities and is a leading manufacturer of protein meal, vegetable oil, corn sweeteners, flour, biodiesel, ethanol, and other value-added food and feed ingredients.  The Company also has an extensive global grain elevator and transportation network to procure, store, clean, and transport agricultural commodities, such as oilseeds, corn, wheat, milo, oats, and barley, as well as processed agricultural commodities.  The Company has significant investments in joint ventures.  The Company expects to benefit from these investments, which typically aim to expand or enhance the Company’s market for its products or offer other benefits including, but not limited to, geographic or product line expansion.

The Company’s vision is to be the most admired global agribusiness while creating value and growing responsibly.  The Company’s strategy involves expanding the volume and diversity of crops that it merchandises and processes, expanding the global reach of its core model, and expanding its value-added product portfolio.  The Company seeks to serve vital needs by connecting the harvest to the home and transforming crops into food and energy products.  The Company desires to execute this vision and these strategies by conducting its business in accordance with its core values of operating with integrity, treating others with respect, achieving excellence, being resourceful, displaying teamwork, and being responsible.

During the past five years, the Company has significantly expanded its agricultural commodity processing and handling capacity through construction of new plants, expansion of existing plants, and the acquisition of plants and transportation equipment.  There have been no significant dispositions during the last five years.

The Company’s prior fiscal years ended annually on June 30.  On May 3, 2012, the Board of Directors of the Company determined, in accordance with its Bylaws and upon the recommendation of the Audit Committee, that the Company’s fiscal year shall begin on January 1 and end on December 31 of each year, starting January 1, 2013.  The required transition period of July 1, 2012 to December 31, 2012 is included in this Form 10-K transition report.

Segment Descriptions
 
The Company’s operations are classified into three reportable business segments: Oilseeds Processing, Corn Processing, and Agricultural Services.  Each of these segments is organized based upon the nature of products and services offered.  The Company’s remaining operations are not reportable business segments, as defined by the applicable accounting standard, and are classified as Other.  Financial information with respect to the Company’s reportable business segments is set forth in Note 18 of “Notes to Consolidated Financial Statements” included in Item 8 herein, “Financial Statements and Supplementary Data.”


 
 

 

Item 1.
BUSINESS (Continued)

Oilseeds Processing

The Oilseeds Processing segment includes global activities related to the origination, merchandising, crushing, and further processing of oilseeds such as soybeans and soft seeds (cottonseed, sunflower seed, canola, rapeseed, and flaxseed) into vegetable oils and protein meals.  Oilseeds products produced and marketed by the Company include ingredients for the food, feed, energy, and industrial products industries.  Crude vegetable oils produced by the segment’s crushing activities are sold “as is” or are further processed by refining, blending, bleaching, and deodorizing into salad oils.  Salad oils are sold “as is” or are further processed by hydrogenating and/or interesterifying into margarine, shortening, and other food products. Partially refined oils are used to produce biodiesel or are sold to other manufacturers for use in chemicals, paints, and other industrial products.  Oilseed protein meals are principally sold to third parties to be used as ingredients in commercial livestock and poultry feeds.  In Europe and South America, the Oilseeds Processing segment includes origination and merchandising activities as adjuncts to its oilseeds processing assets.  These activities include a network of grain elevators, port facilities, and transportation assets used to buy, store, clean, and transport grains and oilseeds.  The Oilseeds Processing segment produces natural health and nutrition products and other specialty food and feed ingredients.  In North America, cottonseed flour is produced and sold primarily to the pharmaceutical industry and cotton cellulose pulp is manufactured and sold to the chemical, paper, and filter markets.  In South America, the Oilseeds Processing segment operates fertilizer blending facilities.
 
The Company has a 16.4% ownership interest in Wilmar International Limited (Wilmar), a Singapore publicly   listed company.  Wilmar, a leading agribusiness group in Asia, is engaged in the businesses of oil palm cultivation, oilseeds crushing, edible oils refining, sugar milling and refining, specialty fats, oleo chemicals, biodiesel and fertilizers manufacturing, and grains processing.

The Oilseeds Processing segment also includes activities related to the procurement, transportation and processing of cocoa beans into cocoa liquor, cocoa butter, cocoa powder, chocolate, and various compounds in North America, South America, Europe, Asia, and Africa for the food industry.

Golden Peanut Company LLC (Golden Peanut), a wholly owned subsidiary of the Company, is a major supplier of peanuts and peanut-derived ingredients to both the U.S. and export markets and operator of a peanut shelling facility in Argentina.  The Company began consolidating the operating results of Golden Peanut in the third quarter of fiscal 2011.

Stratas Foods LLC, a joint venture between the Company and ACH Jupiter, LLC, a subsidiary of Associated British Foods, procures, packages, and sells edible oils in North America.  The Company has a 50% ownership interest in this joint venture.

The Company has a 50% interest in Edible Oils Limited, a joint venture between the Company and Princes Limited to procure, package, and sell edible oils in the United Kingdom.  The Company also formed a joint venture with Princes Limited in Poland to procure, package, and sell edible oils in Poland, Czech Republic, Slovakia, Hungary, and Austria.

The Company is a major supplier of agricultural commodity raw materials to Wilmar, Stratas Foods LLC, and Edible Oils Limited.


 
 

 

Item 1.
BUSINESS (Continued)

Corn Processing

The Company’s Corn Processing segment is engaged in corn wet milling and dry milling activities, with its asset base primarily located in the central part of the United States.  The Corn Processing segment converts corn into sweeteners and starches, and bioproducts.  Its products include ingredients used in the food and beverage industry including sweeteners, starch, syrup, glucose, and dextrose.  Dextrose and starch are used by the Corn Processing segment as feedstocks for its bioproducts operations.  By fermentation of dextrose, the Corn Processing segment produces alcohol, amino acids, and other specialty food and animal feed ingredients.  Ethyl alcohol is produced by the Company for industrial use as ethanol or as beverage grade.  Ethanol, in gasoline, increases octane and is used as an extender and oxygenate.  The Corn Processing segment also includes amino acids such as lysine and threonine that are vital compounds used in swine feeds to produce leaner animals and in poultry feeds to enhance the speed and efficiency of poultry production.  Corn gluten feed and meal, as well as distillers’ grains, are produced for use as animal feed ingredients.  Corn germ, a by-product of the wet milling process, is further processed into vegetable oil and protein meal.  Other Corn Processing products include citric and lactic acids, lactates, sorbitol, xanthan gum, and glycols which are used in various food and industrial products.  The Corn Processing segment includes the activities of a propylene and ethylene glycol facility and the Company’s Brazilian sugarcane ethanol plant and related activities.

In fiscal 2012, the Company ended its commercial alliance with Metabolix, Inc.  As a result of this decision, Telles LLC, the sales and marketing commercial alliance created to commercialize Mirel™, a bio-based plastic, will be dissolved and the production of Mirel™ on behalf of Telles LLC has ended.

Almidones Mexicanos S.A., in which the Company has a 50% interest, operates a wet corn milling plant in Mexico.

Eaststarch C.V. (Netherlands), in which the Company has a 50% interest, owns interests in companies that operate wet corn milling plants in Bulgaria, Hungary, Slovakia, and Turkey.

Red Star Yeast Company, LLC produces and sells fresh and dry yeast in the United States and Canada.  The Company has a 40% ownership interest in this joint venture.

Agricultural Services

The Agricultural Services segment utilizes its extensive U.S. grain elevator, global transportation network, and port operations to buy, store, clean, and transport agricultural commodities, such as oilseeds, corn, wheat, milo, oats, rice, and barley, and resells these commodities primarily as food and feed ingredients and as raw materials for the agricultural processing industry.  Agricultural Services’ grain sourcing, handling, and transportation network provides reliable and efficient services to the Company’s customers and agricultural processing operations. Agricultural Services’ transportation network capabilities include barge, ocean-going vessel, truck, and rail freight services.

The Company has a 45% interest in Kalama Export Company, a grain export elevator in Washington.

Alfred C. Toepfer International (Toepfer), in which the Company has an 80% interest, is a global merchandiser of agricultural commodities and processed products.  Toepfer consists of a headquarters in Hamburg, Germany and 36 sales offices worldwide.  Toepfer operates inland, river, and export facilities in Argentina, Hungary, Romania, Ukraine, and the United States.

The Agricultural Services segment also includes the activities related to the origination and processing of wheat into wheat flour, the processing and distribution of formula feeds and animal health and nutrition products, and the procurement, processing, and distribution of edible beans.

Prior to December 2012, the Company had a 23.2% interest in Gruma S.A.B. de C.V. (Gruma), the world’s largest producer and marketer of corn flour and tortillas.  Additionally, the Company had joint ventures in corn flour and wheat flour mills with and through Gruma.  In December 2012, the Company sold its 23.2% interest in Gruma and the Gruma-related joint ventures.

 
 

 

Item 1.
BUSINESS (Continued)


Other

Other includes the Company’s remaining operations, primarily its financial business units, related principally to futures commission merchant activities and captive insurance.

ADM Investor Services, Inc., a wholly owned subsidiary of the Company, is a registered futures commission merchant and a clearing member of all principal commodities exchanges in the U.S.  ADM Investor Services International, Ltd., a member of several commodity exchanges and clearing houses in Europe, ADMIS Hong Kong Limited, and ADMIS Singapore Pte. Limited, are wholly owned subsidiaries of the Company offering broker services in Europe and Asia.  ADMISI Commodities Private Limited, in which the Company owns 51% interest, and ADMISI Forex India Private Limited, a wholly owned subsidiary of the Company, offer broker services in India.

Captive insurance, which includes Agrinational Insurance Company (Agrinational), a wholly owned subsidiary of the Company, provides insurance coverage for certain property, casualty, marine, credit, and other miscellaneous risks of the Company and participates in certain third-party reinsurance arrangements.  ADM Crop Risk Services is a managing general agent which sells and services crop insurance policies to farmers.  While Agrinational assumes some of the crop insurance risk, only an immaterial portion of this risk is retained by the Company after third-party reinsurance.

On September 30, 2011, the Company sold a majority ownership interest of Hickory Point Bank and Trust Company, fsb (Bank).  The Bank was deconsolidated from the Company’s consolidated financial statements in the first quarter of fiscal 2012.  On December 12, 2012, the Company sold its remaining common equity interest in the Bank.  The Bank continues to provide public banking and trust services, as well as cash management, transfer agency, and securities safekeeping services, for the Company.

Corporate

Compagnie Industrielle et Financiere des Produits Amylaces SA (Luxembourg) and affiliates, of which the Company has a 41.5% interest, is a joint venture which targets investments in food, feed ingredients and bioproducts businesses.

Methods of Distribution

Since the Company’s customers are principally other manufacturers and processors, the Company’s products are distributed mainly in bulk from processing plants or storage facilities directly to customers’ facilities.  The Company has developed a comprehensive transportation capability to efficiently move both commodities and processed products virtually anywhere in the world.  The Company owns or leases large numbers of the trucks, trailers, railroad tank and hopper cars, river barges, towboats, and ocean-going vessels used to transport the Company’s products to its customers.




 
 

 

Item 1.
BUSINESS (Continued)

Concentration of Sales by Product

The following products account for 10% or more of net sales and other operating income for the following periods:

    % of Net Sales and Other Operating Income  
   
Six Months Ended
 December 31,
   
Years Ended June 30,
 
   
2012
   
2011
   
2012
   
2011
   
2010
 
                               
Soybeans
    20%       17%       19%       21%       22%  
Corn
    10%       12%       11%       12%       10%  
Soybean Meal
    11%         8%         9%         9%       12%  

Status of New Products

The Company continues to expand the size and global reach of its business through the development of new products.  The Company does not expect any of the following products to have a significant impact on the Company’s net sales and other operating income in 2013.

The Company continues to broaden its portfolio of high stability low trans fats with the introduction of high oleic soy oil.  This new high oleic soy oil is now being sold on a commercial basis.

The Company has begun commercial production of Clarisoy®, a unique transparent soy protein under an agreement with Burcon Technologies to exclusively manufacture, market, and sell the product. Clarisoy® is being used in low pH beverage applications as well as dairy replacement applications at a neutral pH.

New fiber products are also being developed that extend the current Fibersol® soluble fiber products as well as new insoluble fiber products from soybeans.

The Company, along with Phillips 66, is piloting a technology to produce renewable transportation biofuels from biomass and has successfully produced quantities of liquid transportation fuels.  The Company is continuing to evaluate the economic viability of the technology.

The Company has developed a number of new biosurfactants for several new markets.  Additional new products have been introduced in the agricultural adjuvant market that are used to emulsify herbicides and mineral nutrients in water for spray application on corn and soybean crops.  Additional new products have also been developed for inks, paints, and coatings to serve as dispersants for pigments.

The Company has developed a feed product utilizing distillers dried yeast from corn wet mill stillage that will be introduced to customers in the aquaculture market in 2013.  Efforts are underway to produce this product in early-stage commercial quantities.  The feed product is a plant-based alternative to other protein sources such as fish meal or poultry meal.

The Company is producing commercial volumes of propylene glycol and semi-commercial quantities of isosorbide under its Evolution Chemicals™ line.  The Company’s propylene glycol is an industrial ingredient made from glycerin or sorbitol that is a drop-in replacement to petroleum-based propylene glycol.  Derived from corn, isosorbide is a versatile chemical building block with wide ranging uses including the production of polyesters, polyurethanes, polycarbonates, epoxy resins, detergents, surfactants, and additives for personal care and consumer products.





 
 

 

Item 1.
BUSINESS (Continued)

Source and Availability of Raw Materials

Substantially all of the Company’s raw materials are agricultural commodities.  In any single year, the availability and price of these commodities are subject to factors such as changes in weather conditions, plantings, government programs and policies, competition, changes in global demand, changes in standards of living, and global production of similar and competitive crops.  The Company’s raw materials are procured from thousands of growers, grain elevators, and wholesale merchants in North America, South America, Europe, Asia, Australia, and Africa, pursuant primarily to short-term (less than one year) agreements or on a spot basis.  The Company is not dependent upon any particular grower, elevator, or merchant as a source for its raw materials.

Patents, Trademarks, and Licenses

The Company owns valuable patents, trademarks, and licenses but does not consider any segment of its business dependent upon any single or group of patents, trademarks or licenses.

Seasonality, Working Capital Needs, and Significant Customers

Since the Company is widely diversified in global agribusiness markets, there are no material seasonal fluctuations in overall global processing volumes and the sale and distribution of its products and services.  There is a degree of seasonality in the growing cycles, procurement, and transportation of the Company’s principal raw materials: oilseeds, corn, wheat, cocoa beans, sugarcane, and other grains.
 
The price of agricultural commodities, which may fluctuate significantly and change quickly, directly affects the Company’s working capital requirements.  Because the Company has a higher portion of its operations in the northern hemisphere, principally North America and Europe, relative to the southern hemisphere, primarily South America, inventory levels typically peak after the northern hemisphere fall harvest and are generally lower during the northern hemisphere summer months.  Working capital requirements have historically trended with inventory levels.  No material part of the Company’s business is dependent upon a single customer or very few customers.  The Company has seasonal financing arrangements with farmers in certain countries around the world.  Typically, advances on these financing arrangements occur during the planting season and are repaid at harvest.

Competition

The Company has significant competition in the markets in which it operates based principally on price, quality, and alternative products, some of which are made from different raw materials than those utilized by the Company.  Given the commodity-based nature of many of its businesses, the Company, on an ongoing basis, focuses on managing unit costs and improving efficiency through technology improvements, productivity enhancements, and regular evaluation of the Company’s asset portfolio.

Research and Development Expenditures

The Company’s research and development expenditures are focused on responding to demand from customers’ product development or formulation needs, improving processing efficiency, and developing food, feed, fuel, and industrial products from renewable agricultural crops.  Research and development expense during the six months ended December 31, 2012 and 2011 and the years ended June 30, 2012, 2011, and 2010, net of reimbursements of government grants, was approximately $28 million, $29 million, $56 million, $60 million, and $56 million, respectively.  The Company does not expect these research and development expenses to have a significant effect on net sales and other operating income in the next year.


 
 

 

Item 1.
BUSINESS (Continued)

The Company is working with the U.S. Department of Energy’s National Energy Technology Laboratory and other key academic and corporate partners on projects to demonstrate carbon capture and sequestration as a viable option for reducing carbon dioxide emissions from manufacturing operations.  The first project, Illinois Basin Decatur Project led by Midwest Geological Sequestration Consortium, has finished construction and started operations in the first quarter of fiscal year ended June 30, 2012.  The second project, the Illinois Industrial Carbon Capture & Sequestration, has met the milestone for completing the front end engineering designs and commenced construction in the fourth quarter of fiscal year ended June 30, 2012. This facility is expected to be operational in the third quarter of calendar year 2013.

The Company is continuing to invest in research to develop a broad range of industrial chemicals with an objective to produce key chemical building blocks that serve as a platform for producing a variety of commodity chemicals.  The key chemical building blocks are derived from the Company’s starch and oilseed-based feedstocks.  Conversion technologies include utilizing expertise in both fermentation and catalysis.  The chemicals pipeline includes the development of chemicals and intermediates that are currently produced from petrochemical resources as well as new-to-the-market bio-based products. The Company’s current portfolio includes products that are in the early development phase and those that are close to pilot plant demonstration. In an effort to further advance the development of bio-based chemical technologies, the Company has partnered with the Center for Environmentally Beneficial Catalysis and has added research capabilities at the University of Kansas.
 
Environmental Compliance

During the six months ended December 31, 2012, $36 million was spent specifically to improve equipment, facilities, and programs for pollution control and compliance with the requirements of various environmental agencies.

There have been no material effects upon the earnings and competitive position of the Company resulting from compliance with federal, state, and local laws or regulations enacted or adopted relating to the protection of the environment.

The Company’s business could be affected in the future by national and global regulation or taxation of greenhouse gas emissions. In the United States, the U.S. Environmental Protection Agency (EPA) has adopted regulations requiring the owners of certain facilities to measure and report their greenhouse gas emissions, and the U.S. EPA has begun a process to regulate these emissions under the Clean Air Act.  The U.S. EPA has also adopted rules regarding the construction and operation of new boilers that could greatly limit the construction of new coal-fired boilers.  California is also moving forward with various programs to reduce greenhouse gases.  Globally, a number of countries that are parties to the Kyoto Protocol have instituted or are considering climate change legislation and regulations. Most notable is the European Union Greenhouse Gas Emission Trading System. The Company has several facilities in Europe that participate in this system.  It is difficult at this time to estimate the likelihood of passage, or predict the potential impact, of any additional legislation. Potential consequences could include increased energy, transportation and raw material costs and may require the Company to make additional investments in its facilities and equipment.

Number of Employees

The number of full-time employees of the Company was approximately 30,600 at December 31, 2012 and 30,200 at June 30, 2012.  The net increase in the number of full-time employees is primarily related to business combinations and expansions.

Financial Information About Foreign and U.S. Operations

Item 1A, “Risk Factors,” and Item 2, “Properties,” includes information relating to the Company’s foreign and U.S. operations.  Geographic financial information is set forth in Note 18 of “Notes to Consolidated Financial Statements” included in Item 8 herein, “Financial Statements and Supplementary Data”.

 
 

 

Item 1.
BUSINESS (Continued)

Available Information

The Company’s internet address is http://www.adm.com.  The Company makes available, free of charge, through its website, the Company’s annual reports on Form 10-K; quarterly reports on Form 10-Q; current reports on Form 8-K; Directors and Officers Forms 3, 4, and 5; and amendments to those reports, as soon as reasonably practicable after electronically filing such materials with, or furnishing them to, the Securities and Exchange Commission (SEC).

In addition, the Company makes available, through its website, the Company’s Business Code of Conduct and Ethics, Corporate Governance Guidelines, and the written charters of the Audit, Compensation/Succession, Nominating/Corporate Governance, and Executive Committees.

References to our website address in this report are provided as a convenience and do not constitute, or should not be viewed as, an incorporation by reference of the information contained on, or available through, the website.  Therefore, such information should not be considered part of this report.

The public may read and copy any materials filed by the Company with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC maintains a website which contains reports, proxy and information statements, and other information regarding issuers that file information electronically with the SEC.  The SEC’s internet address is http://www.sec.gov.


Item 1A.
RISK FACTORS

The availability and prices of the agricultural commodities and agricultural commodity products the Company procures, transports, stores, processes, and merchandises can be affected by weather conditions, disease, government programs, competition, and various other factors beyond the Company’s control and could adversely affect the Company’s operating results.

The availability and prices of agricultural commodities are subject to wide fluctuations due to changes in weather conditions, crop disease, plantings, government programs and policies, competition, changes in global demand, changes in standards of living, and global production of similar and competitive crops.  These factors have historically caused volatility in the availability and prices of agricultural commodities and, consequently, in the Company’s operating results and working capital requirements.  Reduced supply of agricultural commodities due to weather-related factors or other reasons could adversely affect the Company’s profitability by increasing the cost of raw materials and/or limiting the Company’s ability to procure, transport, store, process, and merchandise agricultural commodities in an efficient manner.  For example, the drought in North America in 2012 reduced the availability of corn and soybean inventories while prices increased.  If the drought persists through 2013, the availability of agricultural commodities could be further diminished and prices could continue to be higher.  High and volatile commodity prices can adversely affect the Company’s ability to meet its liquidity needs.


 
 

 

Item 1A.
RISK FACTORS (Continued)

The Company has significant competition in the markets in which it operates.

The Company faces significant competition in each of its businesses and has numerous competitors.  The company competes for the acquisition of inputs such as agricultural commodities, workforce, and other materials and supplies.  Additionally, competitors offer similar products and services, as well as alternative products and services, to the Company’s customers.  The Company is dependent on being able to generate net sales and other operating income in excess of cost of products sold in order to obtain margins, profits, and cash flows to meet or exceed its targeted financial performance measures and provide cash for operating, working capital, dividend, or capital expenditure needs.  Competition impacts the Company’s ability to generate and increase its gross profit as a result of the following factors.  Pricing of the Company’s products is partly dependent upon industry processing capacity, which is impacted by competitor actions to bring on-line idled capacity or to build new production capacity.  Many of the products bought and sold by the Company are global commodities or are derived from global commodities.  The markets for global commodities are highly price competitive and in many cases the commodities are subject to substitution.  To compete effectively, the Company focuses on improving efficiency in its production and distribution operations, developing and maintaining appropriate market share, and providing high levels of customer service.  Competition could increase the Company’s costs to purchase raw materials, lower selling prices of its products, or reduce the Company’s market share, which may result in lower and more inefficient operating rates and reduced gross profit.

Fluctuations in energy prices could adversely affect the Company’s operating results.

The Company’s operating costs and the selling prices of certain finished products are sensitive to changes in energy prices.  The Company’s processing plants are powered principally by electricity, natural gas, and coal.  The Company’s transportation operations are dependent upon diesel fuel and other petroleum-based products.  Significant increases in the cost of these items, including any consequences of regulation or taxation of greenhouse gases, could adversely affect the Company’s production costs and operating results.

The Company has certain finished products, such as ethanol and biodiesel, which are closely related to, or may be substituted for, petroleum products.  Therefore, the selling prices of ethanol and biodiesel can be impacted by the selling prices of gasoline and diesel fuel.  A significant decrease in the price of gasoline or diesel fuel could result in a significant decrease in the selling price of the Company’s ethanol and biodiesel and could adversely affect the Company’s revenues and operating results.

The Company is subject to economic downturns, which could adversely affect the Company’s operating results.

The Company conducts its business and has substantial assets located in many countries and geographic areas. The Company’s operations are principally in the United States and developed countries in Western Europe and South America, but the Company also operates in, or plans to expand or develop its business in, emerging market areas such as Asia, Eastern Europe, the Middle East, and Africa. Both developed and emerging market areas are subject to impacts of economic downturns, including decreased demand for the Company’s products, reduced availability of credit, or declining credit quality of the Company’s suppliers, customers, and other counterparties.  In addition, emerging market areas could be subject to more volatile economic, political and market conditions.  Economic downturns, such as what has occurred in Europe brought about by the European debt crisis, and volatile market conditions could adversely affect the Company’s operating results and ability to execute its business strategies.


 
 

 

Item 1A.
RISK FACTORS (Continued)

Government policies, mandates, and regulations, in general; government policies, mandates, and regulations specifically affecting the agricultural sector and related industries; and political instability and other risks of doing business globally could adversely affect the Company’s operating results.

Agricultural production and trade flows are subject to government policies, mandates, and regulations. Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives, and import and export restrictions on agricultural commodities and commodity products, including policies related to genetically modified organisms, renewable fuel, and low carbon fuel mandates, can influence the planting of certain crops, the location and size of crop production, whether unprocessed or processed commodity products are traded, the volume and types of imports and exports, the availability and competitiveness of feedstocks as raw materials, the viability and volume of production of certain of the Company’s products, and industry profitability.  For example, changes in government policies or regulations of ethanol and biodiesel can have a significant impact on the Company’s operating results.  In addition, international trade disputes can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions. Future government policies may adversely affect the supply of, demand for, and prices of the Company’s products; restrict the Company’s ability to do business in its existing and target markets; and adversely affect the Company’s revenues and operating results.

The Company’s operating results could be affected by changes in other governmental policies, mandates, and regulations including monetary, fiscal and environmental policies, laws, and regulations, and other activities of governments, agencies, and similar organizations.  These risks include but are not limited to changes in a country’s or region’s economic or political conditions, local labor conditions and regulations, reduced protection of intellectual property rights, changes in the regulatory or legal environment, restrictions on currency exchange activities, currency exchange fluctuations, burdensome taxes and tariffs, enforceability of legal agreements and judgments, adverse tax, administrative agency or judicial outcomes, and regulation or taxation of greenhouse gases.  International risks and uncertainties, including changing social and economic conditions as well as terrorism, political hostilities, and war, could limit the Company’s ability to transact business in these markets and could adversely affect the Company’s revenues and operating results.

The Company is subject to industry-specific risks which could adversely affect the Company’s operating results.

The Company is subject to risks which include, but are not limited to, product quality or contamination; shifting consumer preferences; federal, state, and local food processing regulations; socially acceptable farming practices; environmental, health and safety regulations; and customer product liability claims.  The liability which could result from certain of these risks may not always be covered by, or could exceed liability insurance related to product liability and food safety matters maintained by the Company.  In addition, negative publicity caused by product liability and food safety matters may damage the Company’s reputation.  The occurrence of any of the matters described above could adversely affect the Company’s revenues and operating results.

Certain of the Company’s merchandised commodities and finished products are used as ingredients in livestock and poultry feed.  The Company is subject to risks associated with economic or other factors which may adversely affect the livestock and poultry businesses, including the outbreak of disease in livestock and poultry.  An outbreak of disease could adversely affect demand for the Company’s products used as ingredients in livestock and poultry feed.  A decrease in demand for ingredients in livestock and poultry feed could adversely affect the Company’s revenues and operating results.

The Company is subject to numerous laws, regulations, and mandates globally which could adversely affect the Company’s operating results.

The Company does business globally, connecting crops and markets in over 140 countries.  The Company is required to comply with the numerous and broad-reaching laws and regulations administered by United States federal, state and local, and foreign governmental authorities.  The Company must comply with other general business regulations such as accounting and income taxes, anti-corruption, anti-bribery, global trade, environmental, and handling of regulated substances.  Any failure to comply with applicable laws and regulations could subject the Company to administrative penalties and injunctive relief, civil remedies including fines, injunctions, and recalls of its products, and damage to its reputation.
 
 
 

 
 
Item 1A.
RISK FACTORS (Continued)

The production of the Company’s products requires the use of materials which can create emissions of certain regulated substances, including greenhouse gas emissions.  Although the Company has programs in place throughout the organization globally to guard against non-compliance, failure to comply with these regulations can have serious consequences, including civil and administrative penalties as well as a negative impact on the Company’s reputation, business, cash flows, and results of operations.

In addition, changes to regulations or implementation of additional regulations, for example the imposition of regulatory restrictions on greenhouse gases, may require the Company to modify existing processing facilities and/or processes which could significantly increase operating costs and adversely affect operating results.

The Company is exposed to potential business disruption, including but not limited to disruption of transportation services, supply of non-commodity raw materials used in its processing operations, and other impacts resulting from acts of terrorism or war, natural disasters, severe weather conditions, and accidents which could adversely affect the Company’s operating results.

The Company’s operations rely on dependable and efficient transportation services.  A disruption in transportation services could result in difficulties supplying materials to the Company’s facilities and impair the Company’s ability to deliver products to its customers in a timely manner.  The Company relies on access to navigable rivers and waterways in order to fulfill its transportation obligations more effectively.  If access to these navigable waters is interrupted, the Company’s operating results could be adversely affected.  In addition, if certain non-agricultural commodity raw materials, such as water or certain chemicals used in the Company’s processing operations, are not available, the Company’s business could be disrupted.  Certain key regions of the U.S. experienced drought conditions in 2012.  If the drought continues in 2013, the lack of available water for use in processing operations and the impact of low water levels in navigable waters could have a material adverse impact on operating results.  Certain factors which may impact the availability of non-agricultural commodity raw materials are out of the Company’s control including, but not limited to, disruptions resulting from weather, economic conditions, manufacturing delays or disruptions at suppliers, shortage of materials, and unavailable or poor supplier credit conditions.

 The assets and operations of the Company could be subject to extensive property damage and business disruption from various events which include, but are not limited to, acts of terrorism or war, natural disasters and severe weather conditions, accidents, explosions, and fires. The potential effects of these conditions could adversely affect the Company’s revenues and operating results.

The Company’s business is capital intensive in nature and the Company relies on cash generated from its operations and external financing to fund its growth and ongoing capital needs.  Limitations on access to external financing could adversely affect the Company’s operating results.

The Company requires significant capital, including access to credit markets from time to time, to operate its current business and fund its growth strategy.  The Company’s working capital requirements are directly affected by the price of agricultural commodities, which may fluctuate significantly and change quickly.  The Company also requires substantial capital to maintain and upgrade its extensive network of storage facilities, processing plants, refineries, mills, ports, transportation assets and other facilities to keep pace with competitive developments, technological advances, regulations and changing safety standards in the industry.  Moreover, the expansion of the Company’s business and pursuit of acquisitions or other business opportunities may require significant amounts of capital.  Access to credit markets and pricing of the Company’s capital is dependent upon maintaining sufficient credit ratings from credit rating agencies.  If the Company is unable to maintain sufficiently high credit ratings, access to debt markets and costs of borrowings could be adversely impacted.  If the Company is unable to generate sufficient cash flow or raise adequate external financing, including as a result of significant disruptions in the global credit markets, it may restrict the Company’s current operations and its growth opportunities which could adversely affect the Company’s operating results.


 
 

 
 
Item 1A.
RISK FACTORS (Continued)
 
The Company’s risk management strategies may not be effective.
 
The Company’s business is affected by fluctuations in agricultural commodity prices, transportation costs, energy prices, interest rates, and foreign currency exchange rates.  The Company has processes in place to monitor exposures to these risks and engages in strategies to manage these risks.  However, the Company’s monitoring efforts may not be successful at detecting a significant risk exposure.  If these controls and strategies are not successful in mitigating the Company’s exposure to these fluctuations, it could adversely affect the Company’s operating results.
 
The Company has limited control over and may not realize the expected benefits of its equity investments and joint ventures.
 
The Company has $3.2 billion invested in or advanced to joint ventures and investments over which the Company has limited control as to the governance and management activities of these investments.  Net sales to unconsolidated affiliates during the six months ended December 31, 2012 was $4.0 billion.  The Company faces certain risks, including risks related to the financial strength of the investment partner; loss of revenues and cash flows to the investment partner and related gross profit; the inability to implement beneficial management strategies, including risk management and compliance monitoring, with respect to the investment’s activities; and the risk that the Company may not be able to resolve disputes with the investment partner.  The Company may encounter unanticipated operating issues or financial results related to these investments that may impact the Company’s revenues and operating results.
 
The Company’s information technology systems, processes, and sites may suffer interruptions or failures which may affect the Company’s ability to conduct its business.
 
The Company’s information technology systems, some of which are dependent on services provided by third parties, provide critical data connectivity, information and services for internal and external users.  These interactions include, but are not limited to, ordering and managing materials from suppliers, converting raw materials to finished products, inventory management, shipping products to customers, processing transactions, summarizing and reporting results of operations, human resources benefits and payroll management, complying with regulatory, legal or tax requirements, and other processes necessary to manage the business.  The Company has put in place security measures to protect itself against cyber-based attacks and disaster recovery plans for its critical systems.  However, if the Company’s information technology systems are breached, damaged, or cease to function properly due to any number of causes, such as catastrophic events, power outages, security breaches, or cyber-based attacks, and the Company’s disaster recovery plans do not effectively mitigate on a timely basis, the Company may suffer interruptions in the ability to manage its operations and damage to its reputation, which may adversely impact the Company’s revenues, operating results, and financial condition.
 
Item 1B.
UNRESOLVED STAFF COMMENTS

The Company has no unresolved staff comments.




 
 

 
 
Item 2.
PROPERTIES

The Company owns or leases, under operating leases, the following processing plants and procurement facilities:

   
Processing Plants
   
Procurement Facilities
 
   
Owned
   
Leased
   
Total
   
Owned
   
Leased
   
Total
 
U.S.
    151       -       151       277       21       298  
International
    110       8       118       133       38       171  
      261       8       269       410       59       469  

The Company’s operations are such that most products are efficiently processed near the source of raw materials.  Consequently, the Company has many plants strategically located in agricultural commodity producing areas.  The annual volume of commodities processed will vary depending upon availability of raw materials and demand for finished products.

To enhance the efficiency of transporting large quantities of raw materials and finished products between the Company’s procurement facilities and processing plants and also the final delivery of products to our customers around the world, the Company owns approximately 2,000 barges, 14,300 rail cars, 400 trucks, 1,400 trailers, and 8 ocean going vessels; and leases, under operating leases, approximately 400 barges, 12,600 railcars, and 30 ocean going vessels.

 
 

 
 
Item 2.
PROPERTIES (Continued)
 
   
Oilseeds Processing Plants
 
   
Owned
   
Leased
 
         
Refining,
                                     
         
Packaging,
                                     
   
Crushing &
   
Biodiesel, &
   
Cocoa &
               
Cocoa &
             
   
Origination
   
Other
   
Other
   
Asia
   
Total
   
Other
   
Asia
   
Total
 
North America
                                               
U.S.*
    23       27       14       -       64       -       -       -  
Canada
    3       3       1       -       7       1       -       1  
Mexico
    1       -       -       -       1       -       -       -  
   Total
    27       30       15       -       72       1       -       1  
Daily capacity
                                                               
   Metric tons (in 1,000's)
    55       16       4       -       75       -       -       -  
South America
                                                               
Argentina
    -       -       1       -       1       -       -       -  
Bolivia
    1       2       -       -       3       -       -       -  
Brazil
    5       12       1       -       18       -       -       -  
Paraguay
    1       1       -       -       2       -       -       -  
Peru
    -       1       -       -       1       -       -       -  
   Total
    7       16       2       -       25       -       -       -  
Daily capacity
                                                               
   Metric tons (in 1,000's)
    17       17       -       -       34       -       -       -  
Europe
                                                               
Belgium
    -       -       1       -       1       -       -       -  
Czech Republic
    1       1       -       -       2       -       -       -  
France
    -       1       -       -       1       -       -       -  
Germany
    4       12       2       -       18       -       -       -  
Netherlands
    1       3       2       -       6       -       -       -  
Poland
    2       5       -       -       7       -       -       -  
Ukraine
    1       -       -       -       1       -       -       -  
U.K.
    1       3       1       -       5       -       -       -  
   Total
    10       25       6       -       41       -       -       -  
Daily capacity
                                                               
   Metric tons (in 1,000's)
    34       16       1       -       51       -       -       -  
Asia
                                                               
India
    -       -       -       3       3       -       3       3  
Singapore
    -       -       1       -       1       -       -       -  
   Total
    -       -       1       3       4       -       3       3  
Daily capacity
                                                               
   Metric tons (in 1,000's)
    -       -       -       2       2       -       3       3  
Africa/Middle East
                                                               
Ghana
    -       -       1       -       1       -       -       -  
Ivory Coast
    -       -       1       -       1       -       -       -  
   Total
    -       -       2       -       2       -       -       -  
Daily capacity
                                                               
   Metric tons (in 1,000's)
    -       -       -       -       -       -       -       -  
                                                                 
   Grand Total
    44       71       26       3       144       1       3       4  
Total daily capacity
                                                               
   Metric tons (in 1,000's)
    106       49       5       2       162       -       3       3  

*The U.S. plants are located in Alabama, Georgia, Illinois, Indiana, Iowa, Kansas, Minnesota, Missouri, Nebraska, North Carolina, North Dakota, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, and Wisconsin.
 
 
 

 

Item 2.
PROPERTIES (Continued)

   
Oilseeds Processing Procurement Facilities
 
   
Owned
   
Leased
 
   
Crushing &
   
Cocoa &
         
Crushing &
   
Cocoa &
       
   
Origination
   
Other
   
Total
   
Origination
   
Other
   
Total
 
North America
                                   
U.S.*
    3       70       73       -       -       -  
Canada
    5       -       5       -       -       -  
   Total
    8       70       78       -       -       -  
Storage capacity
                                               
   Metric tons (in 1,000's)
    316       300       616       -       -       -  
South America
                                               
Argentina
    -       1       1       -       -       -  
Bolivia
    11       -       11       8       -       8  
Brazil
    41       2       43       6       1       7  
Paraguay
    32       -       32       7       -       7  
Uruguay
    1       -       1       6       -       6  
   Total
    85       3       88       27       1       28  
Storage capacity
                                               
   Metric tons (in 1,000's)
    2,866       6       2,872       622       2       624  
Europe
                                               
Netherlands
    1       -       1       -       -       -  
Poland
    1       -       1       -       -       -  
Slovakia
    3       -       3       -       -       -  
   Total
    5       -       5       -       -       -  
Storage capacity
                                               
   Metric tons (in 1,000's)
    284       -       284       -       -       -  
Asia
                                               
Indonesia
    -       1       1       -       2       2  
   Total
    -       1       1       -       2       2  
Storage capacity
                                               
   Metric tons (in 1,000's)
    -       8       8       -       16       16  
Africa/Middle East
                                               
Cameroon
    -       1       1       -       -       -  
Ivory Coast
    -       4       4       -       2       2  
   Total
    -       5       5       -       2       2  
Storage capacity
                                               
   Metric tons (in 1,000's)
    -       83       83       -       1       1  
                                                 
   Grand Total
    98       79       177       27       5       32  
Total storage capacity
                                               
   Metric tons (in 1,000's)
    3,466       397       3,863       622       19       641  
 
*The U.S. procurement facilities are located in Alabama, Florida, Georgia, Illinois, Mississippi, North Carolina, Oklahoma, South Carolina, Texas, and Virginia.
 
 
 

 

Item 2.
PROPERTIES (Continued)
 
   
Corn Processing
 
   
Processing Plants
   
Procurement Facilities
 
   
Owned
   
Owned
 
                           
Wet Milling,
 
                           
Dry Milling,
 
   
Wet Milling
   
Dry Milling
   
Other
   
Total
   
& Other
 
                               
North America
                             
Illinois
    1       1       5       7       -  
Iowa
    2       1       2       5       1  
Minnesota
    1       -       -       1       5  
Nebraska
    1       1       -       2       -  
North Carolina
    -       -       1       1       -  
North Dakota
    -       1       -       1       -  
   Total
    5       4       8       17       6  
Daily/Storage capacity
                                       
   Metric tons (in 1,000's)
    43       23       5       71       373  
                                         
South America
                                       
Brazil
    -       -       1       1       -  
   Total
    -       -       1       1       -  
Daily/Storage capacity
                                       
   Metric tons (in 1,000's)
    -       -       4       4       -  
                                         
   Grand Total
    5       4       9       18       6  
Total daily/storage capacity
                                       
   Metric tons (in 1,000's)
    43       23       9       75       373  




 
 

 

Item 2.
PROPERTIES (Continued)
 
   
Agricultural Services Processing Plants
 
   
Owned
   
Leased
 
   
Merchandising
   
Milling &
         
Milling &
 
   
& Handling
   
Other
   
Total
   
Other
 
North America
                       
U.S.*
    2       68       70       -  
Barbados
    -       1       1       -  
Belize
    -       2       2       -  
Canada
    -       13       13       -  
Grenada
    -       2       2       -  
Jamaica
    -       3       3       -  
Puerto Rico
    -       2       2       -  
Trinidad & Tobago
    -       1       1       -  
   Total
    2       92       94       -  
Daily capacity
                               
   Metric tons (in 1,000's)
    2       34       36       -  
Europe
                               
U.K.
    -       3       3       4  
   Total
    -       3       3       4  
Daily capacity
                               
   Metric tons (in 1,000's)
    -       1       1       1  
Asia
                               
China
    -       2       2       -  
   Total
    -       2       2       -  
Daily capacity
                               
   Metric tons (in 1,000's)
    -       -       -       -  
                                 
   Grand Total
    2       97       99       4  
Total daily capacity
                               
   Metric tons (in 1,000's)
    2       35       37       1  
                                 


*The U.S. plants are located in California, Colorado, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri, Montana, Nebraska, New York, North Carolina, North Dakota, Ohio, Oklahoma, Pennsylvania, Tennessee, Texas, Washington, and Wisconsin.

 
 

 

Item 2.
PROPERTIES (Continued)

   
Agricultural Services Procurement Facilities
 
   
Merchandising & Handling
 
   
Owned
   
Leased
 
North America
           
U.S.*
    198       21  
Canada
    1       -  
Dominican Republic
    1       -  
Mexico
    4       -  
   Total
    204       21  
Storage capacity
               
   Metric tons (in 1,000's)
    12,537       854  
South America
               
Argentina
    3       -  
   Total
    3       -  
Storage capacity
               
   Metric tons (in 1,000's)
    501       -  
Europe
               
Germany
    5       -  
Hungary
    1       -  
Ireland
    2       -  
Romania
    4       6  
Ukraine
    8       -  
   Total
    20       6  
Storage capacity
               
   Metric tons (in 1,000's)
    1,250       71  
                 
   Grand Total
    227       27  
Total storage capacity
               
   Metric tons (in 1,000's)
    14,288       925  
                 
                 
 
*The U.S. procurement facilities are located in Arkansas, Colorado, Florida, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Michigan, Minnesota, Missouri, Montana, Nebraska, North Dakota, Ohio, Oklahoma, South Dakota, Tennessee, Texas, Wisconsin, and Wyoming.
 
 
 

 
 
Item 3.
LEGAL PROCEEDINGS

Since August 2008, the Company has been conducting an internal review of its policies, procedures and internal controls pertaining to the adequacy of its anti-corruption compliance program and of certain transactions conducted by the Company and its affiliates and joint ventures, primarily relating to grain and feed exports, that may have violated company policies, the U.S. Foreign Corrupt Practices Act, and other U.S. and foreign laws.  The Company initially disclosed this review to the U.S. Department of Justice, the Securities and Exchange Commission, and certain foreign regulators in March 2009 and has subsequently provided periodic updates to the agencies.  The Company engaged outside counsel and other advisors to assist in the review of these matters and has implemented, and is continuing to implement, appropriate remedial measures.  The Company has recently completed its internal review and has initiated discussions with the Department of Justice and the Securities Exchange Commission on the resolution of this matter.  In connection with this review, government agencies could impose civil penalties or criminal fines and/or order that the Company disgorge any profits derived from any contracts involving inappropriate payments.  The Company has not recorded any liability for any assessments that may be imposed by the government agencies pertaining to this matter because the amount cannot be reasonably estimated.  These events have not had, and are not expected to have, a material impact on the Company’s business or financial condition.

The Company is a party to routine legal proceedings that arise in the course of its business.  The Company is not currently a party to any legal proceeding or environmental claim that it believes would have a material adverse effect on its financial position, results of operations, or liquidity.

Item 4.     MINE SAFETY DISCLOSURES

None.



 
 

 

PART II



Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock Market Prices and Dividends

The Company’s common stock is listed and traded on the New York Stock Exchange and the Frankfurt Stock Exchange. The following table sets forth, for the periods indicated, the high and low market prices of the common stock as reported on the New York Stock Exchange and common stock cash dividends declared per share.

               
Cash
 
   
Market Price
   
Dividends
 
   
High
   
Low
   
Per Share
 
                   
Transition Period 2012-Quarter Ended
                 
   December 31
  $ 29.23     $ 24.38     $ 0.175  
   September 30
    29.57       25.02       0.175  
                         
Fiscal Year 2012-Quarter Ended
                       
   June 30
  $ 33.98     $ 28.55     $ 0.175  
   March 31
    32.36       28.11       0.175  
   December 31
    30.55       23.69       0.175  
   September 30
    32.41       24.42       0.160  
                         
Fiscal Year 2011-Quarter Ended
                       
   June 30
  $ 37.28     $ 28.98     $ 0.160  
   March 31
    38.02       30.13       0.160  
   December 31
    34.03       28.53       0.150  
   September 30
    33.54       25.02       0.150  

The number of registered shareholders of the Company’s common stock at December 31, 2012, was 13,138.  The Company expects to continue its policy of paying regular cash dividends, although there is no assurance as to future dividends because they are dependent on future earnings, capital requirements, and financial condition.


 
 

 

Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES (Continued)

Issuer Purchases of Equity Securities

                         
               
Total Number of
   
Number of Shares
 
   
Total Number
   
Average
   
Shares Purchased as
   
Remaining to be
 
   
of Shares
   
Price Paid
   
Part of Publicly
   
Purchased Under the
 
Period
 
Purchased (1)
   
per Share
   
Announced Program (2)
   
Program (2)
 
                         
October 1, 2012 to
October 31, 2012
    474     $ 28.930       50       68,399,057  
                                 
November 1, 2012 to
November 30, 2012
    247       26.506       247       68,398,810  
                                 
December 1, 2012 to
December 31, 2012
    77       26.800       77       68,398,733  
                                 
Total
    798     $ 27.974       374       68,399,733  

 
(1)  Total shares purchased represent those shares purchased in the open market as part of the Company’s publicly announced share repurchase program described below, shares received as payment for the exercise price of stock option exercises, and shares received as payment for the withholding taxes on vested restricted stock awards.  During the three-month period ended December 31, 2012, the Company received 424 shares as payment for the exercise price of stock option exercises.  There were no shares received as payment for the minimum withholding taxes on vested restricted stock awards.
 
(2)  On November 5, 2009, the Company’s Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to 100,000,000 shares of the Company’s common stock during the period commencing January 1, 2010 and ending December 31, 2014.



 
 

 

Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES (Continued)

Performance Graph

The graph below compares the Company’s common stock with those of the S&P 500 Index and the S&P Consumer Staples Index.  The graph assumes all dividends have been reinvested and assumes an initial investment of $100 on June 30, 2007.  Information in the graph is presented for fiscal years ended June 30 and the transition period ended December 31, 2012.

Graph
Graph produced by Research Data Group, Inc.


 
 

 
 
Item 6.
SELECTED FINANCIAL DATA

Selected Financial Data
(In millions, except ratio and per share data)

   
Six Months Ended
 December 31,
      Fiscal Years Ended June 30,  
   
2012
   
2011
   
2012
   
2011
   
2010
   
2009
   
2008
 
         
(Unaudited)
                               
                                           
Net sales and other operating income
  $ 46,729     $ 45,208     $ 89,038     $ 80,676     $ 61,682     $ 69,207     $ 69,816  
Depreciation
    396       391       793       827       857       730       721  
Net earnings attributable to controlling
  interests
    692       540       1,223       2,036       1,930       1,684       1,780  
Basic earnings per common share
    1.05       0.81       1.84       3.17       3.00       2.62       2.76  
Diluted earnings per common share
    1.05       0.81       1.84       3.13       3.00       2.62       2.75  
Cash dividends
    230       224       455       395       372       347       316  
Per common share
    0.35       0.335       0.685       0.62       0.58       0.54       0.49  
Working capital
  $ 12,769     $ 12,395     $ 12,328     $ 14,286     $ 9,561     $ 10,523     $ 10,833  
Current ratio
    1.8       1.8       1.8       2.1       2.1       2.2       1.7  
Inventories
    13,836       12,415       12,192       12,055       7,871       7,782       10,160  
Net property, plant, and equipment
    10,123       9,601       9,812       9,500       8,712       7,950       7,125  
Gross additions to property, plant, and
  equipment
    641       1,058       1,719       1,512       1,788       2,059       1,789  
Total assets
    45,136       41,701       41,771       42,352       31,808       31,582       37,052  
Long-term debt, excluding current maturities
    6,456       6,762       6,535       8,266       6,830       7,592       7,443  
Shareholders’ equity
    19,131       18,165       18,169       18,838       14,631       13,653       13,666  
Per common share
    29.03       27.44       27.57       27.87       22.89       21.27       21.22  
Weighted average shares outstanding-basic
    660       669       665       642       643       643       644  
Weighted average shares outstanding-diluted
    661       670       666       654       644       644       646  

Significant items affecting the comparability of the financial data shown above are as follows:

·  
Net earnings attributable to controlling interests for the six months ended December 31, 2012 include an asset impairment charge of $146 million ($107 million after tax, equal to $0.16 per share) related to the Company’s investments associated with Gruma, a gain of $62 million ($49 million after tax, equal to $0.07 per share) related to the Company’s interest in GrainCorp, a gain of $39 million ($24 million after tax, $0.04 per share) related to the sale of certain of the Company’s exchange membership interests, and charges of $68 million ($44 million after tax, $0.07 per share) related to pension settlements.

·  
Net earnings attributable to controlling interests for the six months ended December 31, 2011 include exit costs and asset impairment charges of $352 million ($222 million after tax, equal to $0.33 per share) related primarily to the writedown of the Company’s Clinton, IA bioplastics facility.

·  
Net earnings attributable to controlling interests for the year ended June 30, 2012 include exit costs and asset impairment charges of $437 million ($274 million after tax, equal to $0.41 per share) related primarily to the bioplastics facility and global workforce reduction program.
 
 
 

 
 
Item 6.
SELECTED FINANCIAL DATA (Continued)
 
·  
Net earnings attributable to controlling interests for the year ended June 30, 2011 include a gain of $71 million ($44 million after tax, equal to $0.07 per share) related to the acquisition of the remaining interest in Golden Peanut, start up costs for the Company’s significant new greenfield plants of $94 million ($59 million after tax, equal to $0.09 per share), charges on early extinguishment of debt of $15 million ($9 million after tax, equal to $0.01 per share), gains on interest rate swaps of $30 million ($19 million after tax, equal to $0.03 per share) and a gain of $78 million ($49 million after tax, equal to $0.07 per share) related to the sale of bank securities held by the Company’s equity investee, Gruma.  During the second quarter of fiscal year 2011, the Company updated its estimates for service lives of certain of its machinery and equipment assets.  The effect of this change in accounting estimate on pre-tax earnings for the year ended June 30, 2011 was an increase of $133 million ($83 million after tax, equal to $0.13 per share).  Basic and diluted weighted average shares outstanding for 2011 include 44 million shares issued on June 1, 2011 related to the Equity Unit conversion.  Diluted weighted average shares outstanding for 2011 include 44 million shares assumed issued on January 1, 2011 as required using the “if-converted” method of calculating diluted earnings per share for the quarter ended March 31, 2011.  See Note 11 in Item 8, Financial Statements and Supplementary Data (Item 8), for earnings per share calculation.

·  
Net earnings attributable to controlling interests for the year ended June 30, 2010 include a charge of $75 million ($47 million after tax, equal to $0.07 per share) related to loss on extinguishment of debt resulting from the repurchase of $500 million in aggregate principal amount of the Company’s outstanding debentures, and start up costs for the Company’s significant new greenfield plants of $110 million ($68 million after tax, equal to $0.11 per share).

·  
Net earnings attributable to controlling interests for the year ended June 30, 2009 include a non-cash charge of $275 million ($171 million after tax, equal to $0.27 per share) related to currency derivative losses of the Company’s equity investee, Gruma, and a $158 million income tax charge (equal to $0.24 per share) related to the reorganization of the holding company structure in which the Company holds a portion of its equity investment in Wilmar.

 
 

 
 
Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Company Overview

This MD&A should be read in conjunction with the accompanying consolidated financial statements.

The Company is principally engaged in procuring, transporting, storing, processing, and merchandising agricultural commodities and products.  The Company uses its significant global asset base to originate and transport agricultural commodities, connecting to markets in more than 140 countries.  The Company also processes corn, oilseeds, wheat and cocoa into products for food, animal feed, chemical and energy uses.  The Company uses its global asset network, business acumen, and its relationships with suppliers and customers to efficiently connect the harvest to the home thereby generating returns for our shareholders, principally from margins earned on these activities.

The Company’s operations are organized, managed and classified into three reportable business segments: Oilseeds Processing, Corn Processing, and Agricultural Services.  Each of these segments is organized based upon the nature of products and services offered.  The Company’s remaining operations are not reportable segments, as defined by the applicable accounting standard, and are classified as Other.

The Oilseeds Processing segment includes global activities related to the origination, merchandising, crushing, and further processing of oilseeds such as soybeans and soft seeds (cottonseed, sunflower seed, canola, rapeseed, and flaxseed) into vegetable oils and protein meals.  Oilseeds products produced and marketed by the Company include ingredients for the food, feed, energy, and industrial products industries.  Crude vegetable oils produced by the segment’s crushing activities are sold “as is” or are further processed by refining, blending, bleaching, and deodorizing into salad oils.  Salad oils are sold “as is” or are further processed by hydrogenating and/or interesterifying into margarine, shortening, and other food products. Partially refined oils are used to produce biodiesel or are sold to other manufacturers for use in chemicals, paints, and other industrial products.  Oilseed protein meals are principally sold to third parties to be used as ingredients in commercial livestock and poultry feeds.  In Europe and South America, the Oilseeds Processing segment includes origination and merchandising activities as adjuncts to its oilseeds processing assets.  These activities include a network of grain elevators, port facilities, and transportation assets used to buy, store, clean, and transport grains and oilseeds.  The Oilseeds Processing segment produces natural health and nutrition products and other specialty food and feed ingredients.  The Oilseeds Processing segment is a major supplier of peanuts and peanut-derived ingredients to both the U.S. and export markets.  In North America, cottonseed flour is produced and sold primarily to the pharmaceutical industry and cotton cellulose pulp is manufactured and sold to the chemical, paper, and filter markets.  In South America, the Oilseeds Processing segment operates fertilizer blending facilities.  The Oilseeds Processing segment also includes activities related to the procurement, transportation and processing of cocoa beans into cocoa liquor, cocoa butter, cocoa powder, chocolate, and various compounds in North America, South America, Europe, Asia, and Africa for the food processing industry.   The Oilseeds Processing segment also includes the Company’s share of the results of its equity investment in Wilmar and its share of results for its Stratas Foods LLC and Edible Oils Limited joint ventures.


 
 

 
 
Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

The Company’s Corn Processing segment is engaged in corn wet milling and dry milling activities, with its asset base primarily located in the central part of the United States.  The Corn Processing segment converts corn into sweeteners and starches, and bioproducts.  Its products include ingredients used in the food and beverage industry including sweeteners, starch, syrup, glucose, and dextrose.  Dextrose and starch are used by the Corn Processing segment as feedstocks for its bioproducts operations.  By fermentation of dextrose, the Corn Processing segment produces alcohol, amino acids, and other specialty food and animal feed ingredients.  Ethyl alcohol is produced by the Company for industrial use as ethanol or as beverage grade.  Ethanol, in gasoline, increases octane and is used as an extender and oxygenate.  Bioproducts also include amino acids such as lysine and threonine that are vital compounds used in swine feeds to produce leaner animals and in poultry feeds to enhance the speed and efficiency of poultry production.  Corn gluten feed and meal, as well as distillers’ grains, are produced for use as animal feed ingredients.  Corn germ, a by-product of the wet milling process, is further processed into vegetable oil and protein meal.  Other Corn Processing products include citric and lactic acids, lactates, sorbitol, xanthan gum, and glycols which are used in various food and industrial products.  The Corn Processing segment includes the activities of a propylene and ethylene glycol facility and the Company’s Brazilian sugarcane ethanol plant and related operations.  In fiscal 2012, the Company ended its commercial alliance with Metabolix, Inc.  As a result of this decision, Telles LLC, the sales and marketing commercial alliance created to commercialize Mirel™, a bio-based plastic, will be dissolved and the production of Mirel™ on behalf of Telles LLC has ended.  This segment also includes the Company’s share of the results of its equity investments in Almidones Mexicanos S.A., Eaststarch C.V., and Red Star Yeast Company LLC.

The Agricultural Services segment utilizes its extensive U.S. grain elevator, global transportation network, and port operations to buy, store, clean, and transport agricultural commodities, such as oilseeds, corn, wheat, milo, oats, rice, and barley, and resells these commodities primarily as food and feed ingredients and as raw materials for the agricultural processing industry.  Agricultural Services’ grain sourcing, handling, and transportation network provides reliable and efficient services to the Company’s customers and agricultural processing operations. Agricultural Services’ transportation network capabilities include barge, ocean-going vessel, truck, and rail freight services.  Agricultural Services segment also includes the activities related to the processing of wheat into wheat flour, the processing and distribution of formula feeds, animal health and nutrition products, and the procurement, processing, and distribution of edible beans.  The Agricultural Services segment includes the activities of Alfred C. Toepfer International, an 80% owned global merchant of agricultural commodities and processed products.  The Agricultural Services segment also includes the Company’s share of the results of its Kalama Export Company joint venture and its equity investment in Gruma, which was sold in December 2012.

Other includes the Company’s remaining operations, primarily its financial business units, related principally to futures commission merchant activities and captive insurance.  On September 30, 2011, the Company sold a majority ownership interest of the Bank.  The Bank was deconsolidated from the Company’s consolidated financial statements in the first quarter of fiscal year ended June 30, 2012 resulting in no material effect to the Company’s earnings.  In December 2012, the Company sold its remaining common equity interest in the Bank resulting in no material effect to the Company’s earnings.
 
Corporate results principally include the impact of LIFO-related inventory adjustments, unallocated corporate expenses, and interest cost net of investment income.  Prior to January 1, 2012, Corporate results included the after-tax elimination of income attributable to mandatorily redeemable interests in consolidated subsidiaries.  Upon expiration of the put options related to these interests, the results were included in noncontrolling interest.

 
 

 

Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Operating Performance Indicators

The Company’s oilseeds processing and agricultural services operations are principally agricultural commodity-based businesses where changes in selling prices move in relationship to changes in prices of the commodity-based agricultural raw materials.  Therefore, changes in agricultural commodity prices have relatively equal impacts on both net sales and other operating income and cost of products sold.  Thus, changes in margins and gross profit of these businesses do not necessarily correspond to the changes in net sales and other operating income amounts.

The Company’s corn processing operations and certain other food and animal feed processing operations also utilize agricultural commodities (or products derived from agricultural commodities) as raw materials.  In these operations, agricultural commodity market price changes can result in significant fluctuations in cost of products sold, and such price changes cannot necessarily be passed directly through to the selling price of the finished products.

The Company has consolidated subsidiaries in over 75 countries.  For the majority of the Company’s subsidiaries located outside the United States, the local currency is the functional currency.  Revenues and expenses denominated in foreign currencies are translated into U.S. dollars at the weighted average exchange rates for the applicable periods.  For the majority of the Company’s business activities in Brazil, the functional currency is the U.S. dollar; however, certain transactions, including taxes, occur in local currency and require conversion to the functional currency.  Fluctuations in the exchange rates of foreign currencies, primarily the Euro, British pound, Canadian dollar, and Brazilian real, as compared to the U.S. dollar can result in corresponding fluctuations in the U.S. dollar value of revenues and expenses reported by the Company.

The Company measures the performance of its business segments using key financial metrics such as segment operating profit, profit per metric ton, return on invested capital, EBITDA, and cost per metric ton.  The Company’s operating results can vary significantly due to changes in factors such as fluctuations in energy prices, weather conditions, crop plantings,  government programs and policies, changes in global demand, general global economic conditions, changes in standards of living, and global production of similar and competitive crops.  Due to these unpredictable factors, the Company does not provide forward-looking information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

ADM’s Proposals to Acquire GrainCorp Limited

As of December 31, 2012, the Company held a 19.9% common equity interest in GrainCorp Limited (GrainCorp), a Company listed on the Australian Securities Exchange.  This interest was initially obtained through the use of two transactions with investment bank counterparties.  These transactions were accounted for as derivatives, and the derivatives were settled in equity shares of GrainCorp during the quarter ended December 31, 2012.  The Company recognized a pretax gain on these transactions of $62 million that is reported in Agricultural Services operating profit for the six months ended December 31, 2012.  The economic cost of these shares  (i.e. net of the derivative gains) was approximately $0.5 billion.

The purpose of these transactions was to facilitate the Company’s planned acquisition of GrainCorp.  During the quarter ended December 31, 2012, the Company delivered an initial non-binding proposal, followed later by a second non-binding proposal, with the aim of arriving at an agreement with GrainCorp’s Board of Directors under which they would recommend to GrainCorp shareholders an acquisition by the Company of all of GrainCorp, with the most recent proposal of Australian $12.20 per share in cash.  GrainCorp’s Board of Directors has rejected these proposals under their belief that this price materially undervalues GrainCorp.  The share price of Australian $12.20 values GrainCorp’s equity at approximately US$3 billion.

The Company continues to consider all of its options with its 19.9% shareholding in GrainCorp.  The three major credit rating agencies have put the Company’s credit rating on negative watch or negative outlook pending the final outcome of the GrainCorp acquisition proposal and the form of acquisition financing.  Should the Company’s credit rating be downgraded due to the consummation of the acquisition, the Company is confident it will continue to be able to access liquidity cost efficiently to fund the operations.

 
 

 
 
Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Financial Overview - Six Months Ended December 31, 2012 Compared to Six Months Ended December 31, 2011

Net earnings attributable to controlling interests increased $152 million to $692 million.  Asset impairment, exit, and restructuring costs in the current period decreased $115 million after tax ($206 million pretax).  Current period results also include gains of $49 million after tax related to the Company’s interest in GrainCorp and a gain of $24 million after tax related to the sale of certain of the Company’s exchange membership interests, partially offset by charges of $44 million after tax related to pension settlements.

Income taxes increased $66 million due to higher earnings before income taxes.  The effective income tax rate of 30.4% compares to the rate of 30.3% in the prior period.

Segment operating profit increased $243 million due to a $318 million improvement in operating results in the Oilseeds Processing segment, the absence of the prior period asset impairment charges of $339 million in the Corn Processing segment related primarily to the write-down of assets at its Clinton, IA bioplastics facility, and higher results of the Company’s Financial operations of $76 million, in part due to a gain on sale of certain of the Company’s exchange membership interests and favorable captive insurance loss reserve adjustments.  Partially offsetting these improvements were lower results in the current period in Corn Processing’s bioproducts business of $408 million, excluding the Clinton, IA asset impairment charge discussed above, and the current period loss of $146 million in the Agricultural Services segment related to the disposal of Gruma.

Corporate expenses were $27 million higher in the current period, due primarily to $68 million of pension settlement charges, partially offset by higher returns on corporate investments.


 
 

 
 
Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Six Months Ended December 31, 2012 Compared to Six Months Ended December 31, 2011 - Analysis of Statements of Earnings

Net sales and other operating income by segment for the six months ended December 31, 2012 and 2011 are as follows:

   
Six Months Ended
       
   
December 31,
       
(In millions)
 
2012
   
2011
   
Change
 
   
(Unaudited)
 
Oilseeds Processing
                 
Crushing and Origination
  $ 10,784     $ 8,927     $ 1,857  
Refining, Packaging, Biodiesel and Other
    5,256       6,218       (962 )
Cocoa and Other
    1,746       1,952       (206 )
Asia
    266       240       26  
Total Oilseeds Processing
    18,052       17,337       715