Sentences and paragraphs of ADM's Risk Factors and MD&A, 10-K 2026-02-17 against 10-K 2025-02-20.
Each links to the text at sec.gov.
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AddedRisk Factors
ADM may not be able to achieve the goals and objectives, and ADM may not realize, on a timely basis or at all, the anticipated benefits of these investments and actions, any of which could adversely impact the Company’s reputation and business.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedRisk Factors
The Company’s goals and stakeholder expectations relating to ESG-related matters and sustainable practices may expose the Company to increased costs, reputational harm and other risks.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedRisk Factors
The Company has established and publicly announced certain goals and strategies related to sustainable practices and other ESG-related issues, which may be refined in the future. The execution of the Company’s strategy to achieve these goals is subject to risks and uncertainties, many of which may be outside of ADM’s control and may prove to be more costly than anticipated. Any failure, or perceived failure, to achieve these goals or the setting or publication of certain goals or objectives could damage the Company’s reputation or may expose the Company to regulatory risks. Additionally, recent changes to governmental and investor perspectives on ESG matters could affect the Company's ability to pursue its sustainability and ESG-related goals and the Company may face criticism as a result of ‘anti-ESG’ sentiment among certain stakeholders, which may adversely impact the Company’s reputation, business, cash flows, and results of operations.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedRisk Factors
In addition, the competitive dynamics of the Company’s markets are subject to geopolitical and related risks, including the governments of countries and regions working with ADM's competitors to address trade flow restrictions or develop their own local or regional capacity.
Read it in 10-K 2026-02-17 at sec.gov ↗
RemovedRisk Factors
The Investigation and related events have had and may continue to have a material adverse impact on the Company.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
As previously disclosed, following a voluntary document request from the SEC relating to intersegment sales between the Company’s Nutrition reporting segment and the Company’s Ag Services and Oilseeds and Carbohydrate Solutions reporting segments, the Company conducted an internal investigation into certain accounting practices and procedures with respect to its Nutrition reporting segment, including as related to certain intersegment sales (the “Investigation”).
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
The Company had historically disclosed in the footnotes to its financial statements that intersegment sales have been recorded at amounts approximating market. In connection with the Investigation, the Company identified certain intersegment sales that occurred between the Company’s Nutrition reporting segment and the Company’s Ag Services and Oilseeds and Carbohydrate Solutions reporting segments that were not recorded at amounts approximating market. The Company corrected those errors in its fiscal year 2023 Form 10-K, along with subsequently identified errors that the Company corrected in an amendment to its Annual Report on Form 10‑K for the fiscal year ended December 31, 2023 (the “FY2023 10-K/A”), and its Form 10-Qs for the first and second quarters of 2024, all of which were filed on November 18, 2024, to restate the segment disclosures included in those filings.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
As a result of the Investigation, correction of identified errors and related events, the Company has experienced, and may continue to experience, a number of adverse impacts and risks, including, but not limited to:
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
–the Company’s Board of Directors and senior management have been required to devote significant time to the Investigation, the correction of certain segment-specific historical financial information and related matters, resulting in potential management distraction from the operation of the business;
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
–the price of the Company’s common stock has declined significantly, has been subject to fluctuations and could continue to fluctuate upon further announcements or actions;
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
–the Company is facing securities litigation and could face additional litigation under federal and state securities laws or other claims arising from the Investigation, such litigation can be costly to defend, and if decided against the Company, such litigation could require the Company to pay substantial judgments or settlements;
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
–the Company could discover additional material or immaterial errors in its financial statements; and
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
–the three major credit rating agencies have maintained the Company’s credit ratings at investment grade levels with a negative outlook; however, if the ratings are downgraded, the Company’s access to the credit markets and its ability to fund its working capital and capital expenditures may be affected.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
In addition, although the Company has taken certain actions in response to the findings of the Investigation, the Company could take new or different actions in addition to those taken to date if it determines those actions are appropriate. Such actions are uncertain and could have a material adverse impact on the Company’s business and the price of its common stock.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
The Company is subject to ongoing government investigations, and the timing for their resolution and outcome cannot be predicted.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
As previously disclosed, and as described more fully in Part II. Item 8. Note 20. Legal Proceedings of this report, the Company is under investigation by the United States Securities and Exchange Commission (“SEC”) and the Department of Justice (“DOJ”) relating to, among other things, intersegment sales between the Company’s Nutrition reporting segment and the Company’s Ag Services and Oilseeds and Carbohydrate Solutions reporting segments. The Company cannot predict when the SEC and DOJ investigations will be completed, nor can it predict the results of these investigations with any reasonable degree of certainty. Expenses incurred in connection with these investigations (which include substantial fees of lawyers and other professional advisors and potential obligations to indemnify officers and directors who are parties to these investigations) could adversely affect the Company’s results of operations and liquidity position. The Company may be required to pay material fines, consent to injunctions on future conduct or be subject to other penalties, each of which could have a material adverse effect on its business, results of operations, financial condition and liquidity. These government investigations also may adversely affect the Company’s ability to obtain, and/or increase the cost of obtaining, directors’ and officers’ liability insurance and/or other types of insurance. In addition, the findings and outcomes of the Investigation as well as the government investigations could result in additional litigation or actions taken by third parties against the Company. The effects and results of such other litigation or actions may have a materially adverse effect on the Company’s business, results of operations, financial condition and liquidity.
Read it in 10-K 2025-02-20 at sec.gov ↗
RewordedRisk Factors
The assets These events and operations of the Company could be subject to unplanned downtime or extensive property damage and business disruption from various events which factors include, but are not limited to, equipment failure, raw material shortages, natural disasters, severe adverse weather conditions, accidents, explosions, fires, environmental events, strikes or other labor or industrial disputes, war or acts of terrorism, cybersecurity attacks, or other unexpected outages.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
Food or feed risks derived from quality issues or off label product usage, The Company is subject to a wide range of food safety and quality, manufacturing and labeling, occupational health and safety issues, safety, environmental, and ineffective diversification programs other regulatory requirements which may expose the Company to certain regulatory or reputational risks.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
As the The Company executes its growth strategy, through both is also focused on organic and inorganic growth, it may encounter growth and its success in achieving growth could be adversely affected by a broad range of risks which that could result in increased costs, decreased revenues, and delayed synergies.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
The Company’s carbon capture and sequestration operations storage (CCS) operations, through which ADM is able to capture and store CO2, are also subject to potential risks and uncertainties, including complying with complex and evolving regulations, obtaining and maintaining permits and regulatory approvals, and managing operational challenges. challenges, which could have an adverse effect on its reputation, business and results of operations.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
Regulations Risks relating to regulations specifically affecting the agricultural sector and related industries; regulatory policies or matters industries, as well as those that affect a variety of businesses; the Company’s other business and taxation polices practices, could adversely affect the Company’s business, reputation and operating results.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
Economic downturns and volatile market conditions could adversely affect the Company’s operating results and ability to execute its long-term business strategies, although the nature of many of the Company’s products (i.e. food and feed ingredients) is less sensitive to demand reductions in any economic downcycle. strategies.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
The Company’s business is affected by by, among other things, geopolitical and market risks, including fluctuations in agricultural commodity cash prices and derivative prices, transportation costs, energy prices, interest rates, foreign currency exchange rates, and equity markets. markets, as well as operational and other disruptions, and compliance and regulatory exposures.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
Risks related to these investments may include: the financial strength of the investment partner; loss of revenues and cash flows flows, and related gross profit, to the investment partner and related gross profit; partner; the inability to implement beneficial management strategies, including risk management and compliance monitoring, with respect to the investment’s activities; the risk that the Company may not be able to resolve disputes with the partners; the continued fit of such investments relative to the Company’s strategies; and the risk that the Company may not realize the operational or financial benefits expected from the investment.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
The Company may not be able to resolve emergencies disruptions timely or effectively, and the associated liability which could result from these risks may not always be covered by or could exceed liability insurance. insurance, and any insurance proceeds may not be received for several years after an event occurrence.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
The Company’s inability to successfully complete its ongoing implementations of new enterprise resource planning (ERP) systems and upgrades of upgrade its information and operational technology (IT) systems could have a material and adverse effect on the Company’s business, financial condition, and operational results.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
While 64% of the Company’s long-lived assets are in Beyond the United States, the Company also has significant operations in both developed areas (such as Western Europe and Canada) and emerging market areas.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedRisk Factors
The Company’s transportation operations are partially dependent upon rail access, diesel fuel and other petroleum-based products. products, as well as on the availability and cost of ocean freight and port operations.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
The Company’s goal is to continue to build and sustain long-term value for its shareholders and customers. The Company has established the following priorities to help achieve its goal:
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
•Focus on execution and cost management – ADM seeks to prioritize operational excellence and drive targeted cost reductions through: (1) boosting plant efficiencies; (2) optimizing operating leverage within the Nutrition segment; and (3) reducing third party spend and selling, general, and administrative expenses.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
•Strategic simplification – ADM seeks to enhance returns on invested capital by executing a pipeline of simplification opportunities to optimize our portfolio and organizational structure, including: (1) addressing performance, demand, and capacity challenges; (2) reducing capital expenditures that do not meet the Company’s return objectives; and (3) reducing capability overlaps through synergies, closures, and divestitures.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
•Targeted growth investment – ADM seeks to prioritize organic investment in key strategic initiatives, while also ensuring our businesses are ready for the future, including: (1) plant modernization investments; (2) cost optimization investments; and (3) enterprise system and process enhancements.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
•Deploy capital with discipline – ADM seeks to prudently invest in opportunities while continuing to return value to shareholders through dividends.
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AddedMD&A
The successful execution of the above priorities is expected to afford ADM the ability to continue investing in future growth that creates value over the long-term. ADM is investing in several key areas such as enhanced nutrition, biotics, biosolutions, precision fermentation, and decarbonization. Each of these development pathways has a different growth profile and timeline for value creation, and each complements our core business and presents the potential for compelling, enduring returns.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
ADM has refined its digital strategy and has pivoted away from large global implementations and toward prioritizing regional, more agile projects. The Company is accelerating its data journey while continuing to invest in cybersecurity and network and application resilience. As a result of this strategy refinement, during the year ended December 31, 2025, the Company recognized an impairment charge of $179 million related to previously capitalized internal-use software. See Part II. Item 8. Financial Statements and Supplementary Data. Note 18. Asset Impairment, Exit, and Restructuring Costs for further information.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
For more than 120 years, ADM has built its business on the strength of agriculture, innovation, and responsible stewardship. Today, sustainability is a core driver of ADM’s growth strategy, powering innovation, improving resilience, and unlocking new value across the global food system. The crops that ADM turns into an expansive array of products depend on healthy soil, water and air, and as the Company looks to the future, it is advancing efforts that enable and support agriculture and farmers, drive innovation and long-term value, and protect and strengthen vital supply chains.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
ADM is focused on scaling regenerative practices in partnership with farmers, supporting them with tools, insights, and financial incentives to help their operations thrive. ADM is innovating to meet growing demand for sustainably sourced, bio-based products, creating new market opportunities for farmers whose crops deliver health, transparency, and environmental benefits. The Company is modernizing its own operations to improve efficiency, enhance competitiveness, reduce emissions, and help build a more resilient supply chain.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
On February 4, 2025, the Company announced targeted actions expected to deliver in excess of a $500 million of cumulative cost savings in the next 3 to 5 years. These include cost optimization and portfolio simplification initiatives designed to help the Company achieve cost efficiencies. See Note 18. Asset Impairment, Exit, and Restructuring Costs of “Notes to Consolidated Financial Statements” included in Part II. Item 8. Financial Statements and Supplementary Data for additional information regarding restructuring related charges.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
•The closure of the Tres Corações facility based in Brazil, in July 2025. Preparation for the closure resulted in exit and restructuring costs, including impairment of certain assets.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
•The launch in September 2025 of a joint venture, Plainsman Company, with PYCO Industries, Inc., a leader in the local agricultural communities it serves, combining its and ADM’s Lubbock, Texas, cottonseed processing capabilities.
Read it in 10-K 2026-02-17 at sec.gov ↗
RemovedMD&A
The Company’s strategic transformation is focused on three strategic pillars: Productivity, Innovation, and Culture.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
The Productivity pillar includes (1) partnering across various global teams including procurement, supply chain, operations, and commercial to optimize costs and improve both production volumes and demand fulfillment across the enterprise; (2) implementation of improved standardized business processes and aggressive management of selling, general, and administrative expenses and Corporate costs; (3) portfolio simplification to improve operational performance; and (4) increased use of technology, data analytics, and automation at production facilities, in offices, and with customers to improve efficiencies and customer service.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
The Innovation pillar includes expansions and investments in (1) the modernization and digitization of our operations network; (2) sustainability-driven innovation, which encompasses the full range of products, solutions, capabilities, and commitments to serve both customer needs and farmer resilience; and (3) growth initiatives, including organic growth with additional capacity to meet growing market demand and strategic objectives.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
The Culture pillar focuses on building capabilities and enabling collaboration, teamwork, and agility from process standardization and digitalization, and bringing new perspectives and expertise to the Company’s decision-making.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
ADM plans to support the three pillars with investments in technology, which include expanding digital capabilities and investing further in research and development.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
Sustainability is a key driver in ADM’s expanding portfolio of environmentally responsible, plant-derived products. Consumers today increasingly expect their food and drink to come from sustainable ingredients, produced by companies that share their values, and ADM is continually finding new ways to meet those needs through its portfolio actions.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
The Company’s significant portfolio actions and announcements during 2024 include the following acquisitions:
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
•Revela Foods, a Wisconsin-based developer and manufacturer of innovative dairy flavor ingredients and solutions;
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
•FDL, a UK-based leading developer and producer of premium flavor and functional ingredient systems;
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
•PT Trouw Nutrition Indonesia, a leading provider of functional and nutritional solutions for livestock farming in Indonesia; and
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
The Company has historically disclosed in the footnotes to its financial statements that intersegment sales have been recorded at amounts approximating market. In connection with the Company’s previously disclosed internal investigation regarding certain accounting practices and procedures with respect to its Nutrition reporting segment, including as related to certain intersegment sales (the “Investigation”) the Company identified certain intersegment sales that occurred between the Company’s Nutrition reporting segment and the Company’s Ag Services and Oilseeds and Carbohydrate Solutions reporting segments that were not recorded at amounts approximating market. The Company corrected those errors in its fiscal year 2023 Form 10-K, along with subsequently identified errors that the Company corrected in an amendment to its Annual Report on Form 10‑K for the fiscal year ended December 31, 2023 (the “FY2023 10-K/A”), and its Form 10-Qs for the first and second quarters of 2024, all of which were filed on November 18, 2024, to restate the segment information disclosure included in those filings.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
As previously disclosed, the Company is under investigation by the United States Securities and Exchange Commission (“SEC”) and the Department of Justice (“DOJ”) relating to, among other things, intersegment sales between the Company’s Nutrition reporting segment and the Company’s Ag Services and Oilseeds and Carbohydrate Solutions reporting segments. The Company is continuing to cooperate with the SEC and DOJ investigations and is unable to predict the outcome of these investigations.
Read it in 10-K 2025-02-20 at sec.gov ↗
RewordedMD&A
Gains (1) (Gain) on sale of assets and businesses (net of tax of $9 million in 2025 and $3 million in 2024 and $5 million in 2023) (1) 2024) (30) (0.06) (8) (0.02) (12) (0.03) Asset impairment, restructuring, Impairment, exit, restructuring charges, and net settlement contingencies (net of tax of $154 million in 2025 and $1 million in 2024 and $57 million in 2023) (1) 2024) 776 1.60 512 1.04 310 0.57 ADM's share of equity method investment non-recurring (gains) and charges, net (91) (0.18) — — Expenses related to acquisitions (net of tax of $2 million in 2024 and $1 million in 2023) (1) 2024) — — 5 0.01 6 0.01 Gain (Gain) on debt conversion option contract termination (net of tax of $0) (1) $17 million in 2025) (52) (0.11) — — (6) (0.01) Certain discrete tax adjustments (2) (21) (0.05) 30 0.06 4 0.01 Total adjustments 582 1.20 539 1.09 Adjusted net earnings and adjusted diluted EPS $ 1,660 $ 3.43 $ 2,339 $ 4.74 $ 3,785 $ 6.98
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
Inventories decreased $162 million Changes in inventories resulted in cash inflow of $1.5 billion in the current year reflecting lower commodity pricing, offset pricing and reductions driven by increased volumes of on-hand inventories working capital reduction initiatives, compared to a decrease an inflow of $2.9 billion $162 million in the prior-year, reflecting lower commodity pricing.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
Net cash used in investing activities for the year ended December 31, 2024 2025 primarily included additions to property, plant and equipment of $1.6 $1.2 billion, business acquisitions, net of cash acquired of $927 $108 million, proceeds from sales of marketable securities of $277 million, and purchases proceeds from sales of short-term investments, primarily driven by purchases within South America, assets, businesses and investments of $308 $111 million.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
(1)Interest expense-net increased $51 million expense - net decreased $74 million, driven by increased borrowings and higher reduced short-term borrowings, lower interest rates on the Company’s commercial paper borrowing programs programs, and increased interest expense relating to uncertain favorable settlements of international tax positions. audits.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
Changes in net working capital were driven by changes in segregated investments, changes in inventory, changes in trade payables and changes in payables to brokerage customers. customers and segregated investments, partially offset by changes in accrued expenses and other payables.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
Animal Nutrition subsegment results were higher compared to the prior year, as amino acids market recovery, driven by cost optimization efforts and improved margins due to higher margin in feed additives and lower input costs bolstered margins. raw material costs.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
The decrease increase in cash provided by operating activities in 2024 2025 compared to 2023 2024 was primarily driven due to changes in net working capital, partially offset by lower earnings in the current year and changes in net working capital. year.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
The Company measures its performance using key financial metrics including net earnings, adjusted diluted earnings per share (EPS), margins, segment operating profit, total segment operating profit, earnings before interest and taxes (EBIT), earnings before interest, taxes, depreciation, and amortization (EBITDA), and adjusted EBITDA, return on invested capital, adjusted economic value added, and operating cash flows before working capital. EBITDA.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
Brokerage payables decreased $78 million The inflow in the current year compared to a decrease of $2.1 billion in the prior year which was is driven by decreased increased trading activity in the Company’s futures commission and brokerage business.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
Net cash used in investing activities for the year ended December 31, 2023 2024 included additions to property, plant and equipment of $1.5 billion. $1.6 billion, businesses acquired, net of cash acquired of $927 million and purchase of marketable securities of $308 million.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
The As of December 31, 2025, the Company expects to make payments related to purchase obligations and other material cash requirements beyond of $12.5 billion within the next twelve months of $15.9 billion. months.
Read it in 10-K 2026-02-17 at sec.gov ↗
RewordedMD&A
The Inflation Reduction Act of 2022 extended introduced the BTC through December 31, 2024 and established a new Clean Fuel Production Credit (CFPC) effective January 1, 2025. (IRC Section 45Z or "45Z").
Read it in 10-K 2026-02-17 at sec.gov ↗
Quiet changesMD&A
The Company's Nutrition segment also primarily utilizes agricultural commodities (or products derived from agricultural commodities) as raw materials.
Read it in 10-K 2026-02-17 at sec.gov ↗
Quiet changesMD&A
The Company has consolidated subsidiaries in approximately 80 75 countries.
Read it in 10-K 2026-02-17 at sec.gov ↗