Archer-Daniels-Midland Co 8-K, filed Jan 26, 2024
Archer-Daniels-Midland Co (ADM)
About this 8-K
Archer-Daniels-Midland Co filed this 8-K on January 26, 2024.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On January 26, 2024, Archer-Daniels-Midland Company (the “Company”) posted a message for its employees, which is furnished herewith as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements
This report and Exhibit 99.1 contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of historical fact included in this report and in Exhibit 99.1 are forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “outlook,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements the Company makes relating to investigations, their scope and results; the Company’s or its segments’ results, performance, outlook or targets; and the availability of 2023 results are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that the Company expected. These forward-looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties. These risks include the timing and completion of the investigations and any results thereof; changes to the Company’s expected 2023 results; failure to report 2023 results and file required reports with the Securities and Exchange Commission (the “SEC”) on a timely basis; the impact of the Company’s announcements on the price of its common stock and the Company’s relationships with investors, employees, suppliers and other parties; and other risks, assumptions and uncertainties that are described in Item 1A (Risk Factors) of the Company’s most recent Annual Report on Form 10-K and in other documents that the Company files or furnishes with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except to the extent required by law, the Company does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement after the date of this report, whether as a result of new information, future events, changes in assumptions or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are furnished herewith:
| 99.1 | Employee Message dated January 26, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARCHER-DANIELS-MIDLAND COMPANY | ||||||
| Date: January 26, 2024 | By | /s/ R. B. Jones | ||||
| R. B. Jones | ||||||
| Senior Vice President, General Counsel, and Secretary | ||||||
Exhibit 99.1
Message to All ADM Colleagues from Chair of the Board and CEO Juan Luciano
1/26/2024
ADM Colleagues,
ADM is an organization of high integrity with extremely competent and dedicated colleagues that I am proud to lead, and as much as we strive for excellence, we are not perfect. When we become aware of potential issues, we take the time to analyze, to understand and to fix them if needed, with transparency.
So, we are conducting an investigation about intersegment sales, which involves the transfer of goods and the related financial accounting between business segments. For this reason, it is taking longer to close our financial results, but these sales do not materially affect our overall results. We are a strong company with a strong financial position.
As evidence of this strength, we expect to report the second best result in our history — above $6.90 in adjusted earnings per share. We also announced that the Board has declared a cash dividend of 50 cents per share, in line with our dividend growth commitment and maintaining our historic record of more than 92 years. We have a strong balance sheet and cash flows, with our Q4 2023 leverage (adjusted net debt to adjusted EBITDA) expected to remain at similar healthy levels to Q3 2023.
We remain focused on our commitment to food security, health and well-being and sustainability globally. We have a strong AS&O business, getting stronger through initiatives that include regenerative agriculture and our destination marketing reach; a winning Carbohydrates Solutions business that is diversifying its renewable offerings; and a Nutrition business that continues to globally extend these capabilities into specialty products. We have a clear set of priorities for 2024, with a push for excellence to elevate our safety, our customer service and our execution around the world.
You are a crucial part of our success and I want to thank you again for your continued dedication and unwavering commitment to ADM. Our priority remains serving the needs of our customers around the world, so let’s keep our focus on delivering them our best as Team ADM.
Best,
Juan