ARCHER DANIELS MIDLAND COMPANY Chairman's
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ARCHER DANIELS MIDLAND COMPANY Chairman’s Letter Proxy Statement Form 10-K 2012.5 (JULY 1-DEC. 31, 2012) Serving Vital Needs Dear Shareholders: Last year, ADM announced that our company would change its financial reporting schedule to align with the calendar year. This shift will produce considerable efficiencies and cost-savings over time, as it synchronizes our fiscal year with our tax and regulatory year. The changeover required an interim, six-month fiscal year: 2012.5. While short, and notable for the most severe drought in recent U.S. history, 2012.5 was a highly productive period. The drought reduced both the volume of North American crops available to us and water levels on the Mississippi River, impacting our origination and transportation businesses. At the same time, ethanol industry margins were depressed throughout the fiscal year, which hurt the overall profitability of our Corn Processing business. Our teams rose to the challenges—using our global asset network to prepare for, and manage through, tough conditions. We posted adjusted earnings per share of $1.10 for the two quarters ended Dec. 31, compared with $1.09 for the same six-month period one year earlier. Given this unfavorable environment, I believe our 2012.5 performance demonstrates that the steps we are taking to better manage our business are working. Our focus on the 3C’s—capital, cost and cash—is improving our ability to deliver the best possible results today while positioning us to generate better returns on invested capital in months and years ahead. Improved performance from effective planning, execution Strong preparation, coordination, communication and day-to-day execution—along with effective risk-management—were key to the stronger results we began to deliver by the second quarter of 2012.5. Those results were highlighted by improved performance from every geographic region in our Oilseeds Processing business unit; better-than-expected profits in Agricultural Services, where our grain and transportation groups did a great job of anticipating crop availability and optimizing regional operations accordingly; and solid contributions from our sweeteners and starches business. At the same time, our ethanol team conducted a thorough review of its operations and took action to help improve the business’s overall margins. Ongoing efforts in 3C’s position company to deliver greater value As we overcame difficult circumstances, we continued to advance efforts to improve returns. Our team: • Freed up more than $1 billion in cash. Through our Billion Dollar Challenge, ADM colleagues submitted more than 1,500 suggestions on how to free up cash for higher-value uses. Inventory reductions, sales of $570 million in non-core assets, and improvements in financing collateral requirements contributed to our reaching this goal months ahead of schedule. We are now hard at work identifying the next $1 billion. In addition, between July 1 and Dec. 31, we significantly diversified our portfolio of financings, which will enhance our ability to manage through increases in working-capital requirements created by commodity-price volatility. Our balance sheet and liquidity position remain exceptionally strong despite the higher commodity price environment. • Demonstrated greater discipline in capital spending. By carefully evaluating every project and opportunity to ensure they are aligned with our criteria for returns on invested capital, we are deploying capital more prudently. In 2012.5, most of our growth capital was invested outside the U.S. as we completed a large soybean crush facility in Paraguay in time for an anticipated record harvest; acquired a port in Belem, Brazil, that will enable us to improve our regional export capacity and expand fertilizer operations; and launched three joint ventures in partnership with Wilmar International Ltd., a premier Asian agricultural processor. • Acted decisively to reduce costs. We realized more than $150 million in annual run-rate savings, in large part from a global organizational restructuring. In addition, our Corn and Oilseeds Processing business units reduced costs 5 percent and 7 percent, respectively, while costs in Ag Services rose just 3 percent—impressive given the lower throughput due to the drought. We also reduced corporate SG&A costs. Each of these results represented significant actions to enable ADM to achieve true cost leadership in our industry and reduce the break-even point for our operations. Taken together, our success in these three key areas positions ADM to continue driving improved shareholder returns while advancing our strategy, which is to increase our origination capabilities in key supply regions; increase our ability to import and process crops in high-demand regions; and optimize our operations in many mature markets, including North America and Western Europe. I am extremely proud of the resilience, resourcefulness and commitment to results our teams exhibited throughout 2012.5. I am also pleased that, at the end of the year, ADM’s record of quarterly dividend payments reached 325—81 consecutive years of value-creation—and we increased the dividend 8.6 percent, or 1.5 cents per share. This commitment to value-creation will be evident in the actions we take to continue improving returns in 2013 and beyond. I am truly excited about the potential for ADM to build on the accomplishments of 2012.5, and I look forward to having a great deal of additional progress to share with you next year at this time. Sincerely, Patricia A. Woertz Chairman, CEO and President Proxy Statement ARCHER DANIELS MIDLAND COMPANY 2012.5 (JULY 1-DEC. 31, 2012) ARCHER-DANIELS-MIDLAND COMPANY 4666 Faries Parkway, Decatur, Illinois 62526-5666 NOTICE OF ANNUAL MEETING To All Stockholders: NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Archer-Daniels-Midland Company, a Delaware corporation, will be held at the JAMES R. RANDALL RESEARCH CENTER located at 1001 Brush College Road, Decatur, Illinois, on Thursday, May 2, 2013, commencing at 8:30 A.M., for the following purposes: (1) To elect Directors to hold office until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified; (2) To ratify the appointment by the Board of Directors of Ernst & Young LLP as independent auditors to audit the accounts of the Company for the fiscal year ending December 31, 2013; (3) To consider an advisory vote on the compensation of our named executive officers; and (4) To transact such other business as may properly come before the meeting. By Order of the Board of Directors M. I. SMITH, SECRETARY March 22, 2013 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 2, 2013: THE PROXY STATEMENT AND ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT www.adm.com/proxy ARCHER-DANIELS-MIDLAND COMPANY 4666 Faries Parkway, Decatur, Illinois 62526-5666 March 22, 2013 PROXY STATEMENT General Matters Our board of directors asks that you complete the accompanying proxy for the annual stockholders’ meeting. The meeting will be held at the time, place, and location mentioned in the Notice of Annual Meeting included in this mailing. We are first mailing our stockholders this proxy statement and a proxy form (included in this mailing) around March 22, 2013. Although we have historically held our annual stockholders’ meeting in November, because of the recent change of our fiscal year end from June 30 to December 31, the scheduling of this year’s annual meeting approximately six months after our 2012 annual meeting reflects our transition to a calendar year based financial reporting cycle. As a result, much of the information in this proxy statement, particularly information relating to executive compensation matters, relates to the six-month “transitional” period of July 1, 2012 to December 31, 2012. Throughout this proxy statement , we sometimes refer to such six-month transitional period as “Fiscal Year 2012.5” or “FY2012.5”. We pay the costs of soliciting proxies from our stockholders. We have retained Georgeson Inc. to help us solicit proxies. We will pay Georgeson Inc. $24,000 plus reasonable expenses for its services. Our officers may solicit proxies by means other than mail. Our other employees or employees of Georgeson Inc. may also solicit proxies in person or by telephone, mail, or the internet at a cost we expect will be nominal. We will reimburse brokerage firms and other securities custodians for their reasonable expenses in forwarding proxy materials to their principals. We have a policy of keeping confidential all proxies, ballots, and voting tabulations that identify individual stockholders. Such documents are available for examination only by the inspectors of election, our transfer agent and certain employees associated with processing proxy cards and tabulating the vote. We will not disclose any stockholder’s vote except in a contested proxy solicitation or as may be necessary to meet legal requirements. Our common stock stockholders of record at the close of business on March 11, 2013, are the only people entitled to notice of the annual meeting and to vote at the meeting. At the close of business on March 11, 2013, we had 658,791,626 outstanding shares of common stock, each share being entitled to one vote on each of the twelve director nominees and on each of the other matters to be voted on at the meeting. Our stockholders are the only people entitled to attend the annual meeting. We reserve the right to direct stockholder representatives with the proper documentation to an alternative room to observe the meeting. All stockholders will need a form of photo identification to attend the annual meeting. If you are a stockholder of record and plan to attend, please detach the admission ticket from the top of your proxy card and bring it with you to the meeting. The number of people we will admit to the meeting will be determined by how the shares are registered, as indicated on the admission ticket.