PAGE 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1993 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-44 ARCHER-DANIELS-MIDLAND COMPANY (Exact name of registrant as specified in its charter) Delaware 41-0129150 (State or other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.) 4666 Faries Parkway Box 1470 Decatur, Illinois 62525 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code217-424-5200 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, no par value--326,801,908 shares (December 31, 1993) 1 PAGE 2 PART I - FINANCIAL INFORMATION ARCHER DANIELS MIDLAND COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) THREE MONTHS ENDED DECEMBER 31, 1993 1992 ------------------------- (In thousands, except per share amounts) Net sales and other operating income $2,821,561 $2,547,483 Cost of products sold and other operating costs 2,499,224 2,223,506 --------- ---------- Gross Profit 322,337 323,977 Selling, general and administrative 90,793 84,130 expenses --------- ---------- Earnings From Operations 231,544 239,847 Other income (expense) (9,131) (6,853) --------- --------- Earnings Before Income Taxes 222,413 232,994 Income taxes 76,354 77,618 --------- --------- Net Earnings $ 146,059 $ 155,376 ========= ========= Average number of shares outstanding 330,400 342,763 Net earnings per common share $.44 $.45 Dividends per common share $.025 $.024 See notes to consolidated financial statements 2 PAGE 3 ARCHER DANIELS MIDLAND COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) SIX MONTHS ENDED DECEMBER 31, 1993 1992 -------------------- (In thousands, except per share amounts) Net sales and other operating income $5,435,189 $4,931,960 Cost of products sold and other operating costs 4,889,715 4,346,693 --------- --------- Gross Profit 545,474 585,267 Selling, general and administrative 174,038 163,180 expenses --------- --------- Earnings From Operations 371,436 422,087 Other income (expense) (24,130) (759) --------- --------- Earnings Before Income Taxes and Cumulative Effect of Accounting 347,306 421,328 Changes Income taxes 132,184 140,349 --------- --------- Earnings Before Cumulative Effect of Accounting Changes 215,122 280,979 Cumulative effect of accounting changes - 33,018 --------- --------- Net Earnings $ 215,122 $ 313,997 ========= ========= Average number of shares outstanding 333,152 342,693 Earnings per common share Before cumulative effect of accounting changes $.65 $.82 Cumulative effect of accounting - .10 changes ---- ---- Net Earnings $.65 $.92 ==== ==== Dividends per common share $.049 $.047 See notes to consolidated financial statements. 3 PAGE 4 ARCHER DANIELS MIDLAND COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) DECEMBER 31, JUNE 30, 1993 1993 -------------------------- (In thousands) ASSETS Current Assets Cash and cash equivalents $257,773 $ 386,483 Marketable securities 964,713 1,481,83 1 Receivables 867,444 824,882 Inventories 1,695,60 1,131,78 7 7 Prepaid expenses 101,885 96,751 -------- -------- - - Total Current Assets 3,887,42 3,921,73 2 4 Investments and Other Assets Long-term marketable securities 1,056,44 872,265 9 Investments in and advances to 283,476 331,672 affiliates Other assets 78,906 63,606 -------- -------- - - 1,418,83 1,267,54 1 3 Property, Plant and Equipment Agricultural processing 2,928,88 2,773,46 3 2 Transportation 426,469 441,372 -------- -------- - - 3,355,35 3,214,83 2 4 -------- -------- - - $8,661,605 $8,404,1 11 ======== ======== = = See notes to consolidated financial statements. 4 PAGE 5 ARCHER DANIELS MIDLAND COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) DECEMBER 31, JUNE 30, 1993 1993 -------------------------- (In thousands) LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Short-term debt $ 73,638 $ - Accounts payable 848,924 555,514 Accrued expenses and taxes 435,845 373,431 Current maturities of long-term debt 28,301 31,286 --------- --------- Total Current Liabilities 1,386,708 960,231 Long-Term Debt Agricultural processing 1,778,659 1,766,957 Transportation 222,862 272,186 --------- --------- 2,001,521 2,039,143 Deferred Credits 555,293 521,486 Shareholders' Equity Common stock 3,022,874 3,366,622 Reinvested earnings 1,695,209 1,516,629 --------- --------- 4,718,083 4,883,251 --------- --------- $8,661,605 $8,404,111 ========= ========= See notes to consolidated financial statements. 5 PAGE 6 ARCHER DANIELS MIDLAND COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) SIX MONTHS ENDED DECEMBER 31, 1993 1992 -------------------------- (In thousands) Operating Activities Net earnings $ 215,122$ 313,997 Adjustments to reconcile to net cash provided by operations Cumulative effect of accounting changes, net of tax - (33,018) Depreciation and amortization 171,050 160,750 Deferred income taxes 28,210 10,156 Amortization of long-term debt discount 9,480 8 ,203 Other (11,473) (266) Changes in operating assets and liabilities Receivables (9,290) (45,137) Inventories (540,325) (365,708) Prepaid expenses (4,684) (28,570) Accounts payable, accrued expenses and taxes 303,121 119,278 --------- --------- Total Operating Activities 161,211 139,685 Investing Activities Purchases of property, plant and equipment (232,626) (208,4 22) Business acquisitions (63,550) (126,987) Investments in and advances to affiliates 5,578 (4,131) Purchases of marketable securities (1,337,594) (758,218) Proceeds from sales of marketable securities 1,685,157 678,6 01 Purchases of treasury stock (355,223) (12,440) --------- --------- Total Investing Activities (298,258) (431,597) Financing Activities Long-term debt borrowings 5,155 1,614 Long-term debt payments (53,703) (15,526) Net borrowings under line of credit agreements 73,638 71,024 Cash dividends and other (16,753) (14,208) --------- --------- Total Financing Activities 8,337 42,904 --------- --------- Decrease In Cash and Cash Equivalents (128,710) (249,008) Cash and Cash Equivalents Beginning of Period 386,483 964, 360 --------- --------- Cash and Cash Equivalents End of Period$ 257,773 $ 715,352 ========= ========= See notes to consolidated financial statements. 6 TABLE 7 ARCHER DANIELS MIDLAND COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1.The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the quarter and six months ended December 31, 1993 are not necessarily indicative of the results that may be expected for the year ending June 30, 1994. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended June 30, 1993. Note 2. Other Income (Expense) THREE MONTHS ENDED SIX MONTHS ENDED DECEMBER 31, DECEMBER 31, 1993 1992 1993 1992 ------------------------------------- (In thousands) (In thousands) Investment income $ 27,396 $ 20,074$ 54,334 $ 55,024 Interest expense (42,821) (36,578) (86,222) (72,289) Gain (loss) on marketable securities transactions 334 249 1,604 9,647 Other, including equity in earnings of affiliates 5,960 9,402 6,154 6,859 -------- ---------------- -------- $ (9,131) $ (6,853)$(24,130)$ (759) ======== ================ ======== Note 3. Per Share Data All references to share and per share information have been adjusted for the 5 percent stock dividend paid September 20, 1993. Note 4. Accounting Changes Results for the six months ended December 31, 1992 have been restated for the cumulative effect of the adoption of FASB Statements No. 106 and No. 109 resulting in a net credit of $33 million. Results for the quarter and six months ended December 31, 1992 were also restated for the current year effect of the accounting change for FASB Statement No. 106. 7 PAGE 8 ARCHER DANIELS MIDLAND COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION OPERATIONS Net sales and other operating income increased 11 percent for the quarter and 10 percent in the six months compared to a year ago due primarily to higher average selling prices of most processed products and to a lesser extent volume increases in corn and wheat products. Gross profits decreased from $324 million to $322 million for the quarter and from $585 million to $545 million for the six months compared to last year. The effect of commodity price increases on LIFO inventory valuations decreased gross profit $35 million in the quarter and $41 million in the six months compared to decreased gross profit of $4 million and $1 million for the comparable periods of a year ago. For the six months, the negative effect on operations of the widespread Midwest flooding also contributed significantly to the decrease in gross profit. For the quarter and six months, these decreases were partially offset by increased gross profits from oilseed processing operations which experienced better market conditions resulting in favorable processing margins. Selling, general and administrative expenses increased 8 percent to $91 million for the quarter and increased 7 percent to $174 million for the six months compared to a year ago primarily reflecting general cost increases. The decrease in other income for the quarter resulted primarily from increased interest expense due to higher levels of long- term debt borrowings and decreased equity in earnings of non- consolidated affiliates. This decrease was partially offset by increased investment income. For the six months, the decrease in other income was due to increased interest expense and decreased gains on marketable securities transactions. Income taxes for the quarter and six months decreased due to lower pretax earnings. These decreases were partially offset by the increase in the United States federal corporate income tax rate to 35%. For the six months, the increase in the federal corporate income tax rate also resulted in increased income tax reserves and a non-recurring income tax charge of $14 million. The effects of the change in the federal corporate income tax rate increased the Company's effective income tax rate to 34 percent for the quarter and 38 percent for the six months compared to a rate of 33 percent for the comparable periods of a year ago. Results for fiscal 1993 have been restated for the cumulative effect of the adoption of FASB Statements No. 106 and No. 109 resulting in a net credit of $33 million for the six months ended December 31, 1993. Results for the first two quarters of fiscal 1993 have also been restated, net of tax, for the current year effect of the accounting change for FASB Statement No. 106. LIQUIDITY AND CAPITAL RESOURCES During the six months ended December 31, 1993, the Company's cash and marketable securities net of short-term debt decreased $535 million to $2.2 billion, working capital decreased $461 million to $2.5 billion and net worth decreased $165 million to $4.7 billion. These decreases reflect investments in property, plant and equipment expansions, business acquisitions, and purchases of the Company's common stock. The Company's ratio of long-term liabilities to total capital at December 31, 1993 was approximately 28 percent. 8 PAGE 9 PART II - OTHER INFORMATION Item 4. Submission of matters to a vote of Security Holders: The information required in response to this item is contained in the Company's proxy statement dated September 17, 1993 previously filed with the Commission and is incorporated herein by reference. Proxies for the Annual Meeting were solicited pursuant to Regulation 14. There was no solicitation in opposition to the Board of Director nominees as listed in the proxy statement and all of such nominees were elected. Item 6. Exhibits and Reports on Form 8-K a) Notice of annual meeting and proxy statement dated September 17, 1993 incorporated as an exhibit herein by reference. b) A Form 8-K was not filed during the quarter ended December 31, 1993. SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ARCHER-DANIELS-MIDLAND COMPANY D. J. Schmalz Vice President, Controller and Chief Financial Officer R. P. Reising Vice President, Secretary and General Counsel Dated: February 9, 1994 9