PAGE 1 Archer Daniels Midland Company MANAGEMENT'S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION - June 30, 1996 The Company is in one business segment - procuring, transporting, storing, processing and merchandising agricultural commodities and products. The availability and price of agricultural commodities are subject to wide fluctuations due to unpredictable factors such as weather, plantings, government (domestic and foreign) farm programs and policies, changes in global demand created by population growth and higher standards of living, and global production of similar and competitive crops. Generally, changes in the price of agricultural commodities can be passed through to the price of processed products. Ethanol is one of a limited few of the Company's processed products which must be priced to compete with products produced from other raw materials. To reduce price risk of market fluctuations, the Company follows a policy of hedging substantially all inventory and related purchase and sales contracts. In addition, the Company from time to time will hedge portions of its anticipated production requirements. The instruments used are principally readily marketable exchange traded futures contracts which are designated as hedges. The changes in market value of such contracts have a high correlation to the price changes of the hedged commodity. Also, the underlying commodity can be delivered against such contracts. To obtain a proper matching of revenue and expense, gains or losses arising from open and closed hedging transactions are included in inventory as a cost of the commodities and reflected in the income statement when the product is sold. Inflation, over time, has an impact on agricultural commodity prices. The Company's business is capital intensive and inflation could impact the cost of capital investment. OPERATIONS A summary of net sales and other operating income by classes of products and services is as follows: 1996 1995 1994 ________________________________ (In millions) Oilseed products $ 8,125 7,643$ 6,656 Corn products 2,561 2,477 2,294 Wheat and other milled products 1,644 1,384 1,394 Other products 984 1,168 1,030 ________ ________ ________ $ 13,314 $ 12,672 $ 11,374 ======== ======== ======== 1 PAGE 2 1996 compared to 1995 Net sales and other operating income increased $642 million to a record high $13.3 billion for 1996 due principally to a 7% increase in average selling prices. This increase was partially offset by the decrease due to the sale of the Company's Supreme Sugar subsidiary and British Arkady bakery ingredient business and the contribution of the Company's formula feed operation to an unconsolidated subsidiary. Sales of oilseed products increased 6% to $8.1 billion due primarily to higher average selling prices reflecting relatively strong demand for protein meal in the domestic market and the higher cost of raw materials. Sales volumes of oilseed products were up slightly for the year as the aforementioned meal demand more than offset the weaker export vegetable oil demand. Sales of corn products increased 3% to $2.6 billion due primarily to increased sales volumes resulting from good demand for the Company's fuel, beverage and industrial alcohol as well as for various bioproducts, including citric acid, lysine and MSG. These volume increases were partially offset by lower average selling prices and lower sales volumes for the Company's sweetener products. Sales of wheat and other milled products increased 19% to $1.6 billion due principally to increased average selling prices reflecting the higher costs of raw materials. These increased average selling prices were partially offset by decreased sales volumes reflecting reduced export flour demand. The decrease in sales of other products and services for the year was due principally to the sale of the Company's Supreme Sugar subsidiary and British Arkady bakery ingredient business as well as the contribution of the Company's formula feed operation to an unconsolidated joint venture. These decreases were partially offset by increased merchandising and transporting revenues. Cost of products sold and other operating costs increased $920 million to $11.9 billion due primarily to a 16% increase in average raw material commodity prices partially offset by cost attributable to recently divested operations. The $278 million decrease in gross profit to $1.4 billion in 1996 resulted primarily from a $244 million decrease due to the net effect of higher raw material commodity prices versus increased average selling prices and to a lesser extent gross profit attributable to recently divested operations. Selling, general and administrative expenses increased $21 million to $450 million in 1996 due primarily to an increase in legal and litigation related expenses which were partially offset by $29 million of expenses attributable to recently divested operations and by an $8 million decrease in bad debt expense. The increase in other income for 1996 was due principally to increased gains on marketable securities transactions and, to a lesser extent, increased equity in earnings of unconsolidated affiliates. Other income for 1996 included a $15 million gain on the sale of the Company's Supreme Sugar subsidiary. 2 PAGE 3 The decrease in income taxes for 1996 was the result of lower pretax earnings partially offset by a higher effective income tax rate. The Company's effective income tax rate for 1996 was 34% compared to an effective rate of 33% for 1995. 1995 compared to 1994 Net sales and other operating income for 1995 increased $1.3 billion to $12.7 billion. The increase is primarily due to a 9% increase in volume and to a lesser extent a 2% increase in average selling prices. Sales of oilseed products increased 15% to $7.6 billion due primarily to increased volume as strong export demand for vegetable oils and good domestic demand for meal products contributed to favorable oilseed processing market conditions. Sales of corn products increased 8% to $2.5 billion due primarily to increased average selling prices resulting from strong demand from the food and beverage industry for sweetener products and increased demand for ethanol. Sales of wheat and other milled products were at levels comparable to last year as sales attributable to acquired companies were offset by the Company's contribution of its rice milling operations to a joint venture in 1995. The increase in sales of other products is due primarily to feed operations acquired in 1994, a portion of which were contributed to a joint venture in 1995. Cost of products sold and other operating costs increased $793 million to $11 billion in 1995 due primarily to the 9% increase in volumes partially offset by declines in average raw material commodity prices. The combined effect of increased sales volumes, higher average selling prices and lower raw material commodity prices resulted in gross profits increasing $505 million to $1.6 billion in 1995. Approximately $360 million of the increase can be attributed to improved gross profits resulting from the net price effect of higher average selling prices and lower average raw material commodity prices. The remaining increase is due primarily to sales volume increases. Selling, general and administrative expenses increased $58 million to $429 million in 1995 due principally to general cost increases in support of the increased sales volumes, a $12 million increase in bad debt expense and a $6 million increase in charitable contribution expense. The decrease in other income for 1995 resulted primarily from losses on marketable securities transactions and decreased equity in earnings of unconsolidated affiliates. These decreases were partially offset by increased investment income, due to both higher levels of invested funds and higher interest rates, and by the $43 million gain on the sale of the Company's British Arkady bakery ingredient business. Excluding the effect in 1994 of the increase in the statutory federal income tax rate from 34% to 35%, which resulted in additional income tax accruals and a non-recurring income tax charge of $14 million, the Company's 1995 effective tax rate of 33% approximates the 1994 effective rate. 3 PAGE 4 LIQUIDITY AND CAPITAL RESOURCES At June 30, 1996, the Company continued to show substantial liquidity with working capital of $2.8 billion, including cash and marketable securities of $1.4 billion. Working capital also includes inventory with a replacement cost in excess of its LIFO carrying value of approximately $191 million. The cash and marketable securities, consisting principally of United States government obligations, are available for working capital, future expansion and stock repurchase plans. Capital resources were strengthened as shown by the increase in net worth to $6.1 billion. The principal source of capital during the year was funds generated from operations. The Company's ratio of long- term debt to total capital at year end was approximately 23%. Annual maturities of long-term debt range from $13 million to $34 million during the next five years except for 1997 when $115 million is due. Commercial paper and commercial bank lines of credit are available to meet seasonal cash requirements. At June 30, 1996, the Company had $370 million of unused short-term bank credit lines. Both Standard & Poor's and Moody's continue to assign their highest ratings to the Company's commercial paper and to rate the Company's long-term debt as AA- and Aa2, respectively. In addition to the cash flow generated from operations, the Company has access to equity and debt capital through numerous alternatives from public and private sources in the domestic and international markets. As discussed in Note 11 to the consolidated financial statements, the Company, along with a number of other domestic and foreign companies, is the subject of grand jury investigation into possible violations of federal antitrust laws and related crimes in the food additives industry. Neither the Company nor any director, officer or employee has been charged in connection with the investigations. The Company and two of its executive officers have been informed that they are targets of the lysine investigation and indictments are being considered against them. In addition, related civil class action suits for alleged violations of federal securities and antitrust laws are pending. The ultimate outcome of the investigations and the putative class actions cannot presently be determined. However, the Company, without admitting the alleged violations of the law, has paid $25 million in full settlement of the federal lysine class action antitrust suit filed in the Northern District of Illinois. Several plaintiffs have opted out of this settlement and numerous state class action antitrust cases involving the sale of lysine remain pending. In the Company's opinion the ultimate resolution of the lysine contingency, to the extent not provided for, will not have a material adverse effect on the Company's consolidated financial condition or annual results of operations, but it could be material to the consolidated operating results of a particular future quarter if resolved unfavorably. Because of the early stage of the other investigations and putative class actions, the ultimate outcome of these matters cannot presently be determined and accordingly no provision for any liability that may result therefrom has been made in the accompanying consolidated financial statements. 4 PAGE 5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business The Company is in one business segment - procuring, transporting, storing, processing, and merchandising agricultural commodities and products. The availability and price of agricultural commodities are subject to wide fluctuations due to unpredictable factors such as weather, plantings, government (domestic and foreign) farm programs and policies, changes in global demand created by population growth and higher standards of living, and global production of similar and competitive crops. Generally, changes in the price of agricultural commodities can be passed through to the price of processed products. Ethanol is one of a limited few of the Company's processed products which must be priced to compete with products produced from other raw materials. Principles of Consolidation The consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. Investments in affiliates are carried at cost plus equity in undistributed earnings since acquisition. Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amount reported in its consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Marketable Securities The Company classifies all of its marketable securities as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of income taxes, reported as a component of shareholders' equity. Inventories Inventories, consisting primarily of merchandisable agricultural commodities and related value-added products, are carried at cost, which is not in excess of market prices. Inventory cost methods include the last-in, first-out (LIFO) method, the first- in, first-out (FIFO) method and the hedging procedure method. The hedging procedure method approximates FIFO cost. To reduce price risk of market fluctuations, the Company follows a policy of hedging substantially all inventory and related purchase and sales contracts. In addition, the Company from time to time will hedge portions of its anticipated production requirements. The instruments used are readily marketable exchange traded futures contracts which are designated as hedges. The changes in market value of such contracts have a high correlation to the price changes of the hedged commodity. Also, the underlying commodity can be delivered against such contracts. To obtain a proper matching of revenue and expense, gains or losses arising from open and closed hedging transactions are included in inventory as a cost of the commodities and reflected in the statement of earnings when the product is sold. Property, Plant and Equipment Property, plant, and equipment are recorded at cost. The Company uses the straight line method in computing depreciation for financial reporting purposes and generally uses accelerated methods for income tax purposes. The annual provisions for depreciation have been computed principally in accordance with the following ranges of asset lives: buildings - 10 to 50 years; machinery and equipment - 3 to 20 years. Net Sales The Company follows a policy of recognizing sales at the time of product shipment. Net margins from grain merchandised, rather than the total sales value thereof, are included in net sales in the consolidated statements of earnings. Gross sales of the Company, including the total sales value of grain merchandised, were $18.1 billion in 1996, $15.9 billion in 1995, and $14.1 billion in 1994, and include export sales of $5.7 billion in 1996, $4.2 billion in 1995 and $3.2 billion in 1994. Per Share Data Share and per share information have been adjusted to give effect to the 50% stock dividend in the form of a three-for-two stock split paid in December 1994 and to the 5% stock dividends in the three years ended June 30, 1996, including the 5% stock dividend declared in July 1996 and payable in September 1996. Net earnings per common share is determined by dividing net earnings by the weighted average number of common shares outstanding. The impact of common stock equivalents is not material. New Accounting Standards In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards Number 121 (SFAS 121) "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." Management believes that the adoption of SFAS 121 in fiscal 1997 will not have a material adverse effect on the Company's consolidated financial statements. In October 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards Number 123 (SFAS 123) "Accounting for Stock-Based Compensation." SFAS 123 allows companies to choose whether to account for stock-based compensation under the current method as prescribed in Accounting Principles Board Opinion Number 25 (APB 25) or use the fair value method described in SFAS 123. The Company plans to continue to follow the accounting measurement provisions of APB 25 and believes the impact of implementing the disclosure provisions of SFAS 123 will not be material to its consolidated financial statements. 5 PAGE 6 CONSOLIDATED STATEMENTS OF EARNINGS Year Ended June 30 _________________________________ 1996 1995 1994 _________________________________ (In thousands, except per share amounts) Net sales and other operating income$ 13,314,049$12,671,868$11 ,374,372 Cost of products sold and other operating costs 11,949,61111,029,38410,236,737 ______________________________ Gross Profit 1,364,438 1,642,484 1,137,635 Selling, general and administrative expenses 450,010 429,358 371,237 ______________________________ Earnings From Operations 914,428 1,213,126 766,398 Other income (expense) 139,985 (31,603) (28,095) ______________________________ Earnings Before Income Taxes 1,054,413 1,181,523 738,303 Income taxes 358,501 385,608 254,234 ______________________________ Net Earnings 695,912 795,915 484,069 ========== ==================== Net earnings per common share $ 1.27$ 1.40$ .84 ============================== Average number of shares outstanding550,045 567,751 573,626 ============================== See notes to consolidated financial statements. 6 PAGE 7 CONSOLIDATED BALANCE SHEETS June 30 __________________________________ 1996 1995 __________________________________ Assets (In thousands) Current Assets Cash and cash equivalents $ 534,702 $ 454,593 Marketable securities 820,147 664,690 Receivables 1,131,591 1,013,562 Inventories 1,790,636 1,473,896 Prepaid expenses 107,607 105,904 __________ Total Current Assets 4,384,683 3,712,645 Investments and Other Assets Investments in and advances to affiliates 624,305 502,698 Long-term marketable securities1,092,969 1,604,219 Other assets 233,611 175,044 __________ __________ 1,950,885 2,281,961 Property, Plant and Equipment Land 114,542 113,098 Buildings 1,245,662 1,109,249 Machinery and equipment 6,034,979 5,443,561 Construction in progress 588,711 642,825 Less allowances for depreciation(3,869,593) (3,546,452) __________ __________ 4,114,301 3,762,281 __________ __________ $10,449,869 $9,756,887 =========== ========== 7 PAGE 8 CONSOLIDATED BALANCE SHEETS June 30 _________________________________ 1996 1995 _________________________________ (In thousands) Liabilities and Shareholders' Equity Current Liabilities Accounts payable $ 993,403 $ 725,046 Accrued expenses 525,626 431,725 Current maturities of long-term debt114,522 15,614 __________ __________ Total Current Liabilities 1,633,551 1,172,385 Long-Term Debt 2,002,979 2,070,095 Deferred Credits Income taxes 562,362 538,351 Other 106,165 121,891 __________ __________ 668,527 660,242 Shareholders' Equity Common stock 3,869,875 3,668,977 Reinvested earnings 2,274,937 2,185,188 __________ __________ 6,144,812 5,854,165 __________ __________ $10,449,869 $9,756,887 =========== ========== See notes to consolidated financial statements. 8 PAGE 9 CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended June 30 1996 1995 1994 (In thousands) Operating Activities Net earnings $ 695,912$ 795,915$ 484,069 Adjustments to reconcile to net cash provided by operations Depreciation and amortization 393,605 384,872 354,463 Deferred income taxes 72,673 25,421 22,009 Amortization of long-term debt discount25,58421,908 19,613 (Gain) loss on marketable securities transactions (109,359) 27,633 (25,785) Other (33,243) 8,432 2,555 Changes in operating assets and liabilities Receivables (183,569) (82,203) (114,741) Inventories (320,529) (41,561) (172,649) Prepaid expenses (1,683) 5,219 (13,450) Accounts payable and accrued expenses314,49445,611 74,287 _________ ________ ________ Total Operating Activities 853,885 1,191,247 630,371 Investing Activities Purchases of property, plant and equipment(754,268) (558,604) (514,364) Business acquisitions (28,612) (55,126) (257,731) Investments in and advances to affiliates(110,615)(122,565)16, 506 Purchases of marketable securities(816,401)(2,017,619)(2,136,5 53) Proceeds from sales of marketable securities 1,260,710 1,940,370 2,643,368 _________ _________ _________ Total Investing Activities (449,186) (813,544) (248,774) Financing Activities Long-term debt borrowings 42,066 17,626 12,001 Long-term debt payments (22,233) (32,304) (76,133) Purchases of treasury stock (259,980) (179,613) (355,226) Cash dividends and other (84,443) (45,213) (32,328) _________ _________ _________ Total Financing Activities (324,590) (239,504) (451,686) _________ _________ _________ Increase (Decrease) In Cash And Cash Equivalents 80,109 138,199 (70,089) Cash And Cash Equivalents Beginning Of Period 454,593 316,394 386,483 __________ _________ _________ Cash And Cash Equivalents End Of Period$534,702$ 454,593$ 316 ,394 ========== ========= ========= See notes to consolidated financial statements. 9 PAGE 10 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Common Stock ___________________________________ Reinvested Shares Amount Earnings ___________________________________ (In thousands) Balance July 1, 1993 $ 342,299 $3,366,622$ 1,516,629 Net earnings - - 484,069 Cash dividends - $.06 per share - - (32,586) 5% stock dividend 16,364 381,707 (381,707) Treasury stock purchases (15,597) (355,226) - Foreign currency translation - - 43,363 Other 573 22,852 (302) _______ __________ __________ Balance June 30, 1994 343,639 3,415,955 1,629,466 Net earnings - - 795,915 Cash dividends - $.08 per share - - (46,825) 3-for-2 stock split 172,030 - - 5% stock dividend 25,358 406,019 (406,019) Treasury stock purchases (9,756) (179,613) - Foreign currency translation - - 66,005 Unrealized net gains on marketable securities - - 147,118 Other 1,253 26,616 (472) _______ __________ __________ Balance June 30, 1995 532,524 3,668,977 2,185,188 Net earnings - - 695,912 Cash dividends - $.17 per share - - (90,860) 5% stock dividend 25,991 411,542 (411,542) Treasury stock purchases (15,632) (259,980) - Foreign currency translation - - (96,101) Change in unrealized net gains on marketable securities - - (7,421) Other 2,938 49,336 (239) _______ _________ _________ Balance June 30, 1996 545,821 $3,869,875 $2,274,937 ======= ========== ========== See notes to consolidated financial statements. 10 PAGE 11 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1-Marketable Securities Unrealize Unrealiz Fair d ed Cost Gains Losses Value _________________________________________________________ (In thousands) 1996 United States government obligations Maturity less than 1 $1,184,2 $ 4,027 $ $1,188,0 year 16 235 08 Maturity 1 year to 5 19,026 - 201 18,825 years Other debt securities Maturity less than 1 148,345 716 - 149,061 year Maturity 1 year to 5 58,962 1,813 - 60,775 years Equity securities 804,052 212,906 5,602 1,011,35 6 ________ _________ ________ ________ __ _ __ __ $2,214,6 $219,462 $ 6,038 $2,428,0 01 25 ======== ========= ======== ======== == = == == Unrealize Unrealiz Fair d ed Cost Gains Losses Value _________________________________________________________ (In thousands) 1995 United States government obligations Maturity less than 1 $1,057,1 $ $ $1,057,6 year 89 731 281 39 Maturity 1 year to 5 453,276 9,719 - 462,995 years Other debt securities Maturity less than 1 59,319 - 61 59,258 year Maturity 1 year to 5 174,811 2,441 - 177,252 years Equity securities 751,344 217,014 6,495 961,863 ________ _________ ________ ________ __ _ __ __ $2,495,9 $ $ $2,719,0 39 229,905 6,837 07 ======== ========= ======== ======== == = == == 11 PAGE 12 Note 2-Inventories 1996 1995 (In thousands) LIFO inventories FIFO value $ 705,814 $ 416,804 LIFO valuation reserve (190,641) (56,036) __________ __________ LIFO carrying value 515,173 360,768 FIFO inventories, including hedging procedure method 1,275,463 1,113,128 __________ __________ $1,790,636 $1,473,896 ========== ========== Note 3-Accrued Expenses 1996 1995 (In thousands) Income taxes $ 175,603 $ 109,323 Payroll and employee benefits 117,211 111,452 Insurance loss reserves 78,611 76,987 Other 154,201 133,963 __________ __________ $ 525,626 $ 431,725 ========== ========== 12 PAGE 13 Note 4-Long-Term Debt and Financing Arrangements 1996 1995 _____________________ (In thousands) 8.875% Debentures $300 million face amount, due in 2011 $ 298,271 $ 298,216 8.125% Debentures $300 million face amount, due in 2012 298,015 297,955 8.375% Debentures $300 million face amount, due in 2017 294,178 294,079 7.125% Debentures $250 million face amount, due in 2013 249,397 249,378 6.25% Notes $250 million face amount, due in 2003 249,280 248,998 Zero Coupon Debt $400 million face amount, due in 2002 183,736 160,855 7% Debentures $250 million face amount, due in 2011 129,083 127,017 10.25% Debentures $100 million face amount, due in 2006 98,767 98,693 6% Bonds 150 million Deutsche Mark face amount, due in June 1997 98,370 108,424 Industrial Revenue Bonds at various rates from 5.30% to 13.25% and due in varying amounts to 2011 76,498 78,253 Other 141,906 123,841 __________ __________ Total long-term debt 2,117,501 2,085,709 Less current maturities (114,522) (15,614) __________ __________ $2,002,979 $2,070,095 ========== ========== 13 PAGE 14 At June 30, 1996, the fair value of the Company's long-term debt exceeded the carrying value by $298 million, as estimated by using quoted market prices or discounted future cash flows based on the Company's current incremental borrowing rates for similar types of borrowing arrangements. Unamortized original issue discounts on the 7% Debentures and Zero Coupon Debt issues are being amortized at 15.35% and 13.80%, respectively. Accelerated amortization of the discounts for tax purposes has the effect of lowering the actual rate of interest to be paid over the remaining lives of the issues to approximately 10.48% and 5.52%, respectively. The aggregate maturities for long-term debt for the five years after June 30, 1996 are $115 million, $34 million, $18 million, $13 million and $19 million, respectively. At June 30, 1996 the Company had unused lines of credit totaling $370 million. Note 5-Shareholders' Equity The Company has authorized 800 million shares of common stock and 500,000 shares of preferred stock, both without par value. No preferred stock has been issued. At June 30, 1996 and 1995, the Company had approximately 31.8 million and 35.2 million common shares, respectively, in treasury. Treasury stock is recorded at cost, $495 million at June 30, 1996, as a reduction of common stock. Stock option plans provide for the granting of options to employees to purchase common stock of the Company at market value on the date of grant. Options expire five to ten years after the date of grant. At June 30, 1996 options for 3,327,393 shares at prices ranging from $11.60 to $18.26 per share were outstanding, of which 1,139,031 shares were exercisable. There were 623,726 shares available for future grant at June 30, 1996. Cumulative foreign currency translation losses of $34 million and unrealized gains on securities of $140 million at June 30, 1996, net of applicable taxes, are included as components of reinvested earnings. 14 PAGE 15 Note 6-Other Income (Expense) 1996 1995 1994 ________________________________ (In thousands) Investment income $ $ $ 150,446 147,133 100,706 Interest expense (170,089 (170,886 (173,429 ) ) )) Gain (loss) on marketable securities transactions 109,359 (27,633) 25,785 Equity in earnings of 31,780 (19,801) 24,230 affiliates Other 18,489 39,584 (5,387) ________ ________ ________ __ __ __ $ $ $ 139,985 (31,603) (28,095) ======== ======== ======== == == == Interest expense is net of interest capitalized of $43 million, $32 million and $26 million in 1996, 1995 and 1994, respectively. The Company made interest payments of $188 million, $181 million and $180 million in 1996, 1995 and 1994 respectively. The realized gains on sales of available-for-sale marketable securities totaled $109 million, $18 million and $36 million in 1996, 1995 and 1994, respectively. The realized losses totaled $46 million and $10 million in 1995 and 1994, respectively. 15 PAGE 16 Note 7-Income Taxes For financial reporting purposes, earnings before income taxes includes the following components: 1996 1995 1994 ________________________________ (In thousands) United States $ $1,022,2 $ 907,376 45 662,709 Foreign 147,037 159,278 75,594 ________ ________ ________ __ __ _ $1,054,4 $1,181,5 $ 13 23 738,303 ======== ======== ======== == == = Significant components of income taxes are as follows: 1996 1995 1994 _______________________________________ (In thousands) Current Federal $ $271,702 $202,708 207,166 State 29,604 38,768 30,969 Foreign 46,646 42,085 14,460 Deferred Federal 69,253 30,191 4,102 State 6,467 2,108 (3,036) Foreign (635) 754 5,031 _________ _________ _________ _ $ $ 385,608 $254,234 358,501 ========= ========= ========= = Significant components of the Company's deferred tax liabilities and assets are as follows: 1996 1995 __________________________ (In thousands) Deferred tax liabilities Depreciation $413,792 $386,883 Unrealized gain on marketable 73,727 75,978 securities Bond discount amortization 60,659 62,941 Other 66,812 62,036 ________ ________ 614,990 587,838 Deferred tax assets Postretirement benefits 27,822 26,274 Other 76,337 79,829 ________ ________ 104,159 106,103 ________ ________ Net deferred tax liabilities 510,831 481,735 Current net deferred tax assets included in prepaid expenses 51,531 56,616 ________ ________ Non-current net deferred tax $562,362 538,351 liabilities ======== ======== 16 PAGE 17 Reconciliation of the statutory federal income tax rate to the Company's effective tax rate is as follows: 1996 1995 1994 _____ ____ _____ Statutory rate 35.0% 35.0% 35.0% State income taxes, net of federal tax benefit 2.2 2.3 2.3 Foreign sales corporation (2.4) (1.8) (2.7) Federal tax rate increase - - (1.8) Other (0.8) (2.9) (2.0) ____ ____ ____ Effective rate 34.0 % 32.6% 34.4% ==== ==== ==== The Company made income tax payments of $268 million, $354 million and $250 million in 1996, 1995 and 1994, respectively. In 1994, the federal income tax rate increase resulted in additional income tax accruals and a non-recurring income tax charge of $14 million, or $.02 per share. Undistributed earnings of the Company's foreign subsidiaries amounting to approximately $400 million at June 30, 1996, are considered to be indefinitely reinvested and, accordingly, no provision for U. S. income taxes has been provided thereon. It is not practicable to determine the deferred tax liability for temporary differences related to these undistributed earnings. Note 8-Leases The Company has noncancellable operating leases with total future rental commitments of $146 million, which range from $7 million to $26 million during each of the next five years, and expire on various dates through 2026. Rent expense for 1996, 1995 and 1994 was $73 million, $73 million and $69 million, respectively. Note 9-Employee Benefit Plans The Company has noncontributory and trusteed pension plans covering substantially all employees. It is the Company's policy to fund pension costs as required by the Employee Retirement Income Security Act. At June 30, 1996, the plans had assets at fair value of $295 million and projected benefit obligations of $352 million based on a discount rate of 7.5%. Pension expense is not material. The Company has postretirement health care and life insurance plans covering substantially all employees. The accumulated postretirement benefit obligations (APBO) for the unfunded plans at June 30, 1996, were $76 million, based on a discount rate of 7.5% and an assumed health care cost trend rate of 10.4% for 1997 gradually decreasing to 5.5% by 2004. Expense of these plans is not material. A 1% increase in the health care cost trend rate assumption would not have had a material impact on the APBO or expense for the year. In addition, the Company has savings and investment plans available to eligible employees with one year of service. Employees may contribute up to 6% of their salaries, not to exceed $9,000. The Company matches these contributions, at various levels, to a maximum of $6,000. 17 PAGE 18 Note 10-Geographic Information Net Sales and Other Earnings Operating From Identifiable Income Operations Assets _________ __________ ____________ (In millions) 1996 United States $ 9,733 $806 $6,025 Foreign 3,581 108 1,347 _______ ____ ______ $13,314 $914 $7,372 ======= ==== ====== 1995 United States $ 9,177 $1,089 $5,350 Foreign 3,495 124 1,181 _______ ______ ______ $12,672 $1,213 $6,531 ======= ====== ====== 1994 United States $ 8,365 $704 $5,140 Foreign 3,009 62 1,083 _______ ____ ______ $11,374 $766 $6,223 ======= ==== ====== Earnings from operations represent earnings before other income and income taxes. Identifiable assets exclude cash and cash equivalents, marketable securities and investments in and advances to affiliates. At June 30, 1996, approximately $900 million of the Company's cash and cash equivalents, marketable securities, and investments in and advances to affiliates were foreign assets. 18 PAGE 19 Note 11-Antitrust Investigation and Related Litigation The Company, along with a number of other domestic and foreign companies, is the subject of an investigation being conducted by a grand jury in the Northern District of Illinois into possible violations of federal antitrust laws and related crimes in the food additives industry. The investigation in Chicago is directed towards possible price fixing with respect to lysine. A federal grand jury in San Francisco is investigating possible price fixing with respect to citric acid and a federal grand jury in Atlanta is investigating possible price fixing with respect to high fructose corn syrup. Neither the Company nor any director, officer or employee of the Company has been charged in connection with these investigations. The Company and two of its executive officers have been informed that they are targets of the lysine investigation and indictments are being considered against them. Following public announcement in June 1995 of these investigations, the Company and certain of its directors and executive officers were named as defendants in a number of putative class action suits for alleged violations of federal securities laws on behalf of all purchasers of securities of the Company during the period between certain dates in 1992 and 1995. The Company along with other domestic and foreign companies, has been named as a defendant in a number of putative class action antitrust suits involving the sale of lysine, citric acid, and high fructose corn syrup. The plaintiffs generally request unspecified compensatory damages, costs, expenses and unspecified relief. The Company and the individuals named as defendants intend to vigorously defend these class actions unless they can be settled on terms deemed acceptable by the parties. These matters could result in the Company being subject to monetary damages, fines, penalties and other sanctions and expenses. On July 20, 1996, Federal District Court Judge Milton Shadur approved a settlement in the federal lysine class action antitrust suit filed in the Northern District of Illinois (consolidated as In Re Amino Acid Lysine Antitrust Litigation MDL No. 1083) and the Company has paid $25 million in full settlement thereof without admitting the alleged violations of law. Several plaintiffs have opted out of this settlement and numerous state class action antitrust cases involving the sale of lysine remain pending. In fiscal year 1996, the Company made provisions sufficient to cover the amount of such settlement and related costs and expenses in its consolidated financial statements which amount is not material. In the Company's opinion the ultimate resolution of the lysine contingency, to the extent not provided for, will not have a material adverse effect on the Company's consolidated financial condition or annual results of operations, but it could be material to the consolidated operating results of a particular future quarter if resolved unfavorably. Because of the early stage of the other investigations and putative class actions, the ultimate outcome of these matters cannot presently be determined. Accordingly, no provision for any liability that may result therefrom has been named in the accompanying consolidated financial statements. 19 PAGE 20 The Company and its directors also have been named as defendants in two putative class action suits, one of which alleges violations of Delaware state law and a similar case in District Court in Illinois which alleges violations of federal securities laws. Both cases seek invalidation of the election of the Company's directors on the basis of alleged omissions from the proxy statement issued by the Company prior to its 1995 Annual Meeting of Shareholders. The case relating to violations of Delaware law has been dismissed and is now on appeal in the Supreme Court of Delaware. The case filed in Federal District Court in Illinois has likewise been dismissed and has been appealed to the Seventh Circuit Court of Appeals. The Company and the individuals named as defendants intend to vigorously defend these actions. Shareholder derivative actions also have been filed against certain of the Company's directors and executive officers and nominally against the Company alleging that the individuals named as defendants breached their fiduciary duties to the Company and seeking monetary damages and other relief on behalf of the Company from the individuals named as defendants. The Company has sought or intends to seek dismissal of these derivative actions on the ground that they cannot be maintained unless the plaintiffs first brought their complaints to the Company's Board of Directors, which they did not. The Company from time to time, in the ordinary course of business, is named as a defendant in various other lawsuits. In the Company's opinion, the gross liability from such other lawsuits, including environmental exposure, with or without insurance recoveries is not considered to be material to the Company's consolidated financial condition or results of operations. 20 PAGE 21 REPORT OF INDEPENDENT AUDITORS Board of Directors and Shareholders Archer Daniels Midland Company Decatur, Illinois We have audited the accompanying consolidated balance sheets of Archer Daniels Midland Company and subsidiaries as of June 30, 1996 and 1995, and the related consolidated statements of earnings, shareholders' equity and cash flows for each of the three years in the period ended June 30, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Archer Daniels Midland Company and its subsidiaries at June 30, 1996 and 1995, and the consolidated results of their operations and their cash flows for each of the three years in the period ended June 30, 1996, in conformity with generally accepted accounting principles. ERNST & YOUNG, LLP Minneapolis, Minnesota August 1, 1996 21 PAGE 22 QUARTERLY FINANCIAL DATA (Unaudited) Quarter ___________________________________________________________ First Second Third Fourth Total ___________________________________________________________ (In thousands, except per share amounts) Fiscal 1996 Net sales $3,120,738$3,415,058$3,486,665$3,291,588$13,314,049 Gross profit 324,331 396,852 338,871 304,384 1,364,438 Net earnings 163,102 225,970 163,285 143,555 695,912 Per common share .29 .41 .30 .27 1.27 Fiscal 1995 Net sales $3,015,223$3,221,804$3,299,662$3,135,179$12,671,868 Gross profit 344,819 477,625 425,513 394,527 1,642,484 Net earnings 154,544 220,098 195,701 225,572 795,915 Per common share .27 .39 .34 .40 1.40 Results for the fourth quarter of fiscal 1995 included a $36 million, or $.06 per share, after tax gain from the sale of the Company's British Arkady bakery ingredient business. 22 PAGE 23 COMMON STOCK MARKET PRICES AND DIVIDENDS The Company's common stock is listed and traded on the New York Stock Exchange, Chicago Stock Exchange, Tokyo Stock Exchange, Frankfurt Stock Exchange and the Swiss Exchange. The following table sets forth, for the periods indicated, the high and low market prices of the common stock and common stock cash dividends. Cash Market Price Dividends High Low Per Share Fiscal 1996--Quarter Ended June 30 19 1/4 17 0.048 March 31 18 3/4 16 0.048 December 31 17 1/2 14 1/8 0.048 September 30 17 1/4 13 5/8 0.023 Fiscal 1995--Quarter Ended June 30 18 16 3/8 0.023 March 31 19 16 1/2 0.023 December 31 19 1/8 15 0.023 September 30 15 7/8 13 1/2 0.014 The number of shareholders of the Company's common stock at June 30, 1996 was 35,431. 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. 23 PAGE 24 TEN-YEAR SUMMARY Operating, Financial and Other Data (Dollars in thousands, except per share data) 1996 1995 1994 Operating Net sales and other operating income $13,314,049 $12,671,868 $11,374,372 Depreciation and amortization 393,605 384,872 354,463 Net earnings 695,912 795,915 484,069 Per common share 1.27 1.47 .84 Cash dividends 90,860 46,825 32,586 Per common share .17 .08 .06 Financial Working capital $ 2,751,132 $2,540,260 $2,783,817 Per common share 5.04 4.54 4.90 Current ratio 2.7 3.2 3.5 Inventories 1,790,636 1,473,896 1,422,147 Net property, plant and equipment 4,114,301 3,762,281 3,538,575 Gross additions to property, plant and equipment 801,426 657,915 682,485 Total assets 10,449,869 9,756,887 8,746,853 Long-term debt 2,002,979 2,070,095 2,021,417 Shareholders' equity 6,144,812 5,854,165 5,045,421 Per common share 11.26 10.47 8.88 Other Weighted average shares outstanding (000's) 550,045 567,751 573,626 Number of shareholders 35,431 34,385 33,940 Number of employees 14,811 14,833 16,013 Share and per share data have been adjusted for three-for-two stock splits in December 1989 and December 1994, and annual 5% stock dividends through September 1996. Net earnings for 1993 includes a credit of $68 million or $.11 per share and a charge of $35 million or $.06 per share for the cumulative effects of changes in accounting for income taxes and postretirement benefits, respectively. 24 PAGE 25 1993 1992 1991 1990 1989 1988 1987 9,811,362 $9,231,50 $8,468,1 $7,751,3 $7,928,8 $6,798,3 $5,774,6 2 98 41 36 94 21 328,549 293,729 261,367 248,113 220,538 183,952 155,899 567,527 503,757 466,678 483,522 424,673 353,058 265,355 .95 .84 .78 .81 .72 .59 .44 32,266 30,789 29,527 25,976 17,271 17,095 16,189 .05 .05 .05 .04 .03 .03 .03 $2,961,50 $2,276,56 $1,674,7 $1,627,4 $1,487,1 $1,408,6 $1,252,4 3 4 35 59 51 64 06 4.98 3.82 2.81 2.72 2.51 2.39 2.08 4.1 3.4 3.0 3.4 3.4 3.0 3.5 1,131,787 1,025,030 917,495 771,233 694,998 773,702 784,338 3,214,834 3,060,096 2,695,62 2,131,80 1,832,25 1,661,22 1,478,45 5 7 8 0 8 572,022 614,844 911,586 550,851 405,888 370,295 314,730 8,404,111 7,524,530 6,260,60 5,450,01 4,728,30 4,397,56 3,862,09 7 0 8 4 1 2,039,143 1,562,491 980,273 750,901 690,052 692,878 657,465 4,883,251 4,492,353 3,922,29 3,573,22 3,033,50 2,630,52 2,367,67 5 8 3 9 3 8.22 7.55 6.59 5.97 5.11 4.46 3.93 595,208 596,801 598,867 596,771 591,209 601,496 600,734 33,654 32,277 28,981 26,076 20,382 18,491 17,199 14,168 13,524 13,049 11,861 10,214 9,631 10,573 25