0000007084-95-000024.txt : 19950818
0000007084-95-000024.hdr.sgml : 19950818
ACCESSION NUMBER: 0000007084-95-000024
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 6
CONFORMED PERIOD OF REPORT: 19950630
FILED AS OF DATE: 19950817
SROS: NYSE
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: ARCHER DANIELS MIDLAND CO
CENTRAL INDEX KEY: 0000007084
STANDARD INDUSTRIAL CLASSIFICATION: FATS & OILS [2070]
IRS NUMBER: 410129150
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: 10-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-00044
FILM NUMBER: 95565028
BUSINESS ADDRESS:
STREET 1: 4666 FARIES PKWY
CITY: DECATUR
STATE: IL
ZIP: 62526
BUSINESS PHONE: 2174245200
10-K
1
1995 10K- ANNUAL REPORT
PAGE 1
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1995
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
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, no par value New York Stock Exchange
Chicago Stock Exchange
Stock Exchange of Basle,
Switzerland
Stock Exchange of
Zurich,
Switzerland
Stock Exchange of
Geneva,
Switzerland
Tokyo Stock Exchange
Frankfurt Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. []
State the aggregate market value of the voting stock held by non-
affiliates of the registrant.
Common Stock, no par value--$7.5 billion
(Based on the closing price of the New York Stock Exchange on
August 9, 1995)
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest
practicable date.
Common Stock, no par value--505,466,902 shares
(August 9, 1995)
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annual shareholders' report for the year ended
June 30, 1995 are incorporated by reference into Parts I, II and
IV.
Portions of the annual proxy statement for the year ended June
30, 1995 are incorporated by reference into Part III.
1
PAGE 2
PART I
Item 1. BUSINESS
(a) General Development of Business
Archer Daniels Midland Company was incorporated
in Delaware in 1923, successor to the Daniels
Linseed Co. founded in 1902.
During the last five years, the Company has
experienced significant growth, spending
approximately $3.4 billion for construction of new
plants, expansions of existing plants and the
acquisitions of plants and transportation equipment.
There have been no significant dispositions during
this period.
(b) Financial Information About Industry Segments
The Company is in one business segment--
procuring, transporting, storing, processing and
merchandising agricultural commodities and products.
(c) Narrative Description of Business
(i) Principal products produced and principal
markets for and methods of distribution of such
products.
The Company is engaged in the business of
procuring, transporting, storing, processing and
merchandising agricultural commodities and
products. It is one of the world's largest
processors of oilseeds, corn and wheat. The
Company also processes milo, oats, barley and
peanuts. Other operations include transporting,
merchandising and storing agricultural
commodities and products. These operations and
processes produce products which have primarily
two end uses, either food or feed ingredients.
Each commodity processed is in itself a feed
ingredient as are the by-products produced during
the processing of each commodity.
Production processes of all commodities are
capital intensive and similar in nature. These
processes involve grinding, crushing or milling
with further value added through extraction,
refining and fermenting. Generally, each
commodity can be processed by any of these
methods to generate additional value added
products. All commodities and related processed
products share the same network of commodity
procurement facilities, transportation services
(including rail, barge, truck and ocean vessels)
and storage facilities.
2
PAGE 3
Item 1. BUSINESS--Continued
The geographic areas, customers and marketing
methods are basically the same for all
commodities and their related further processed
products. Feed ingredient products and by-
products are sold to farmers, feed dealers and
livestock producers, all of which can and will
purchase products from across the entire
commodity chain. Food ingredient products are
also sold to one basic group of customers, food
and beverage processors. Any single customer may
purchase products produced from all commodities
and any single food or feed product could include
ingredients produced from all commodities
processed.
Oilseed Products
Soybeans, cottonseed, sunflower seeds, canola,
peanuts, flaxseed and corn germ are processed to
provide vegetable oils and meals principally for
the food and feed industries. Crude vegetable
oil is sold as is or is further processed by
refining and hydrogenating into margarine,
shortening, salad oils and other food products.
Partially refined oil is sold for use in
chemicals, paints and other industrial products.
Lecithin, an emulsifier produced in the vegetable
oil refining process, is marketed as a food and
feed ingredient.
Oilseed meals supply more than one-half of the
high protein ingredients used in the domestic
manufacture of commercial livestock and poultry
feeds. Soybean meal is further processed into soy
flour and grits, used in both food and industrial
products, and into value-added soy protein
products. Textured vegetable protein (TVP R), a
soy protein product developed by the Company, is
sold primarily to the institutional food market
and, through others, to the food consumer market.
The Company also produces a wide range of other
edible soy protein products including isolated
soy protein, soy protein concentrate, soy-based
milk products, soy flours and vegetable patties
(Harvest Burgers R). The Company produces and
markets a wide range of consumer and
institutional health foods based on the Company's
various soy protein products.
3
PAGE 4
Item 1. BUSINESS--Continued
Corn Products
The Company is engaged in dry milling and wet
milling corn operations. Products produced for
use by the food and beverage industry include
syrup, starch, glucose, dextrose, crystalline
dextrose, high fructose sweeteners, crystalline
fructose and grits. Corn gluten feed and
distillers grains are produced for use as feed
ingredients. Ethyl alcohol is produced to
beverage grade or for industrial use as ethanol.
Ethanol is used to increase octane, and as an
extender and oxygenate in gasoline. Corn germ, a
by-product of the milling process, is further
processed as an oilseed.
The Company produces by fermentation, from
dextrose, citric and lactic acids, feed-grade
amino acids and vitamins, lactates, sorbitol,
monosodium glutamate, nematodes and food
emulsifiers principally for the food and feed
industries.
Wheat and Other Milled Products
Wheat flour is sold primarily to large bakeries,
durum flour is sold to pasta manufacturers and
bulgur, a gelatinized wheat food, is sold to both
the export and the domestic food markets. Masa
corn flour is sold primarily to specialty food
producers to be used in the production of
tortillas, taco shells and tortilla chips.
The Company mills oats into oat bran and oat
flour for institutional and consumer food
customers. The Company also mills milo to
produce industrial flour that is used in the
manufacturing of wall board for the building
industry.
Other Products and Services
The Company buys, stores and cleans agricultural
commodities, such as corn, wheat, soybeans,
canola, milo, sunflower seeds, oats and barley,
for resale to other processors worldwide.
The Company produces and distributes formula
feeds and animal health and nutrition products to
the livestock, dairy and poultry industries.
Many of the feed ingredients and health and
nutrition products can be, and in many cases are,
produced in our other commodity processing
operations.
The Company produces bakery products and mixes
which are sold to the baking industry.
4
PAGE 5
Item 1. BUSINESS--Continued
The Company produces spaghetti, noodles,
macaroni, and other consumer food products. The
Company also produces lettuce, other fresh
vegetables and herbs in its hydroponic
greenhouse.
Malt products are produced for use by the food
and beverage industries.
The Company raises fish for distribution to
consumer food customers.
Granulated and liquid refined sugars sold
principally to the food and beverage industries
were produced by a subsidiary of the Company.
The subsidiary was disposed of during July, 1995.
Hickory Point Bank and Trust Co. furnishes public
banking services, except commercial loans, as
well as cash management and securities
safekeeping services for the Company.
Agrinational Insurance Company and Agrinational
Ltd., Vermont and Cayman Island subsidiaries,
respectively, act as direct insurers and
reinsurers of a portion of the Company's domestic
and foreign property and casualty insurance
risks.
Alfred C. Toepfer International (Germany) and
affiliates, of which the Company has a 50%
interest, is one of the world's largest, most
respected trading companies specializing in
processed agricultural products. Toepfer has
forty-one sales offices worldwide.
Compagnie Industrielle et Financiere des Produits
Amylaces SA (Luxembourg) and affiliates, of which
the Company has a 41.5% interest, owns European
agricultural processing plants that are primarily
engaged in corn wet milling and wheat starch
production.
The Company, through its partnership with Gold
Kist, Inc. and Alimenta Processing Corporation
d/b/a Golden Peanut Company, is a major supplier
of peanuts to both the domestic and export
markets. These peanuts are used in peanut butter,
snacks, cereals and many other foods.
The Company, through its partnership with Ag
Processing Inc. d/b/a Consolidated Nutrition, is
a supplier of premium animal feeds and animal
health products.
5
PAGE 6
The Company, through its partnership with
Riceland Foods, Inc., is a processor of rice and
rice products for institutional and consumer food
customers.
Item 1. BUSINESS--Continued
The Company participates in various joint
ventures that operate oilseed crushing
facilities, oil refineries and related storage
facilities in China and Indonesia.
The percentage of net sales and other operating
income by classes of products and services for
the last three fiscal years were as follows:
1995 1994 1993
______________________
Oilseed products 60% 59% 58%
Corn products 20 20 21
Wheat and other
milled products 11 12 13
Other products and services9 9 8
___ ___ ___
100% 100% 100%
=== === ===
Methods of Distribution
Since the Company's customers are principally
other manufacturers and processors, its products
are distributed mainly in bulk from processing
plants or storage facilities directly to the
customers' facilities. The Company owns a large
number of trucks and trailers and owns or leases
large numbers of railroad tank cars and hopper
cars to augment those provided by the railroads.
The Company uses the inland waterway system and
functions as a contract carrier of commodities
for its own operations as well as for other
companies. The Company owns and leases
approximately 1,900 river barges and 26 line-haul
towboats.
(ii) Status of new products
The Company continues to expand its bioproducts.
The Company is currently producing from dextrose,
feed-grade amino acids; lysine, threonine and
tryptophan, and food additives; citric acid,
monosodium glutamate (MSG), lactic acid and
xanthan gum. The Company has entered the vitamin
market with the production of riboflavin and is
currently expanding production facilities to
produce biotin and vitamins C and E. In
addition, the Company is currently expanding
production facilities to produce emulsifiers,
distilled monoglycerides and astaxanthan.
6
PAGE 7
Item 1. BUSINESS--Continued
(iii) Source and availability of raw materials
Substantially all of the Company's raw materials
are agricultural commodities. In any single
year, the availability and price of these
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 worldwide production of
similar and competitive crops. The Company
follows a policy of hedging commodity
transactions, including certain anticipated
production requirements, to minimize price risk
due to market fluctuations and risk of crop
failure.
(iv) Patents, trademarks and licenses
The Company owns several valuable patents,
trademarks and licenses but does not consider its
business dependent upon any single or group of
patents, trademarks and licenses.
(v) Extent to which business is seasonal
Since the Company is so widely diversified in
global agribusiness markets, there are no
material seasonal fluctuations in the
manufacture, sale and distribution of its
products and services. There is a degree of
seasonality in the growing season and procurement
of the Company's principal raw materials:
oilseeds, wheat, corn and other grains. However,
the actual physical movement of the millions of
bushels of these crops through the Company's
storage and processing facilities is reasonably
constant throughout the year. The worldwide need
for food is not seasonal and is ever expanding as
is the world's population.
(vi) Working capital items
Price variations and availability of grain at
harvest often cause wide fluctuations in the
Company's inventories and short-term borrowings.
(vii) Dependence on single customer
No material part of the Company's business is
dependent upon a single customer or very few
customers.
7
PAGE 8
Item 1. BUSINESS--Continued
(viii) Amount of backlog
Because of the nature of the Company's business,
the backlog of orders at year end is not a
significant indication of the Company's activity
for the current or upcoming year.
(ix) Business subject to renegotiation
The Company has no business with the government
that is subject to renegotiation.
(x) Competitive conditions
Markets for the Company's products are highly
price competitive and sensitive to product
substitution. No single company competes with
the Company in all of its markets; however, a
number of large companies compete in one or more
markets. Major competitors in one or more
markets include, but are not limited to, Cargill,
Inc., ConAgra, Inc., CPC International, Eridania
Beghin-Say and Tate & Lyle.
(xi) Research and
development expenditures
Practically all of the Company's technical
efforts and expenditures are concerned with food
and feed ingredient products. Special efforts are
being made to find improvements in food
technology to alleviate the protein malnutrition
throughout the world, utilizing the three largest
United States crops-corn, soybeans and wheat.
The need to successfully market new or improved
food and feed ingredients developed in the
Company's research laboratories led to the
concept of technical support. The Company is
staffed with technical representatives who work
closely with customers and potential customers on
the development of food and feed products which
incorporate Company produced ingredients. These
technical representatives are an adjunct to both
the research and sales functions.
The Company maintains a research laboratory in
Decatur, Illinois where product and process
development activities are conducted. Enzyme
development and production are an important part
of these activities. Protein research is
conducted at facilities in Decatur where meat and
dairy pilot plants support application research.
Research to support sales and development for
bakery products is done at a laboratory in
Olathe, Kansas.
8
PAGE 9
Item 1. BUSINESS--Continued
The amounts spent during the three years ended
June 30, 1995, 1994 and 1993 for such technical
efforts were approximately $16.5, $20.1 and $14.8
million, respectively. In addition, the Company
maintains separate quality control departments
which are supervised by research personnel.
(xii) Material effects of
capital expenditures for environmental protection
During 1995, $21 million was spent for equipment,
facilities and programs for pollution control and
compliance with the requirements of various
environmental agencies.
There have been no
material effects upon the earnings and
competitive position of the Company resulting
from compliance with federal, state and local
laws or regulations enacted or adopted relating
to the protection of the environment.
The Company expects that expenditures for
environmental facilities and programs will
continue at approximately the present rate with
no unusual amounts anticipated for the next two
years.
(xiii) Number of employees
The number of persons employed by the Company was
14,833 at June 30, 1995.
(d)Financial Information About Foreign and Domestic
Operations and Export Sales
The Company's foreign operations are principally
in developed countries and do not entail any undue
or unusual business risks. Geographic financial
information is set forth in "Note 10 to Notes to
Consolidated Financial Statements" of the annual
shareholders' report for the year ended June 30,
1995 and is incorporated herein by reference.
9
PAGE 10
Item 1. BUSINESS--Continued
Export sales by classes of products for the last
three fiscal years were as follows:
1995 1994 1993
______________________
Oilseed products 8% 5% 5%
Corn products 7 6 6
Wheat and other milled
products 1 1 2
Other products and services - - 1
__ __ __
16% 12% 14%
== == ==
(e) Executive Officers
Name Title Age
Dwayne O. Andreas Chairman of the Board of 77
Directors from 1972.
Chief Executive Officer.
James R. Randall President from 1975. 70
G. Allen Andreas Vice President from 1988. 52
Counsel to the Executive
Committee from September 1994.
Michael D. Andreas Vice Chairman of the Board 46
of Directors from October 1992.
Executive Vice President
from 1988.
Martin L. Andreas Senior Vice President from 1988.
56
Executive Assistant to the
Chief Executive.
Charles P. Archer Treasurer from October 1992. 39
Assistant Treasurer from 1988.
Charles T. Bayless Group Vice President from 60
January 1993. Vice President
from 1992. President of ADM
Processing Division since 1980.
Dale F. Benson Vice President from 1969. 69
10
PAGE 11
Item 1. Business--Continued
Howard E. Buoy Group Vice President from 68
January 1993. Vice President
of ADM Processing Division
from 1979.
William H. Camp Vice President from April 1993.46
Vice President of ADM Processing
Division from 1990 to 1993.
Larry H. Cunningham Vice President and President 51
of Protein Specialties
Division since July 1993.
Formerly President of
A. E. Staley Manufacturing Co.
Craig Hamlin Group Vice President from 49
October 1994. President of
ADM Milling from 1989.
Edward A. Harjehausen Vice President from October
44
1992. Vice President of
ADM Corn Processing Division
from 1988.
Burnell D Kraft Group Vice President from 63
January 1993. Vice President
from 1984. President of
ADM/Growmark, Collingwood
Grain and Tabor Grain Co.
subsidiaries.
Paul L. Krug, Jr. Vice President from 1991 and 51
President of ADM Investor
Services. Formerly a Vice
President of Continental Grain.
Jack Mc Donald Vice President from October 1994.
63
President of Southern Cotton Oil
Division from 1990.
Steven R. Mills Controller from October 1994. 40
Various senior treasury and
accounting positions from 1979.
Raymond V. Preiksaitis Vice President - Management
42
Information Systems from 1988.
John G. Reed Vice President from 1982. 65
Chief Executive-Europe from
September 1994.
11
PAGE 12
Item 1. BUSINESS--Continued
Richard P. Reising Vice President, Secretary and 51
General Counsel from 1991.
Secretary and Assistant General
Counsel since 1988.
John D. Rice Vice President from 1993. 41
Vice President of ADM Processing
Division from 1992. Various
merchandising positions from
1988 to 1992.
Douglas J. Schmalz Vice President and Chief 49
Financial Officer from 1986.
Terrance S. Wilson Group Vice President from 57
January 1993. Officer of
ADM Corn Processing Division
since 1988.
Officers of the registrant are elected by the Board
of Directors for terms of one year and until their
successors are duly elected and qualified.
Lowell W. Andreas and Dwayne O. Andreas, directors
of the registrant, are brothers. Michael D. Andreas
is the son of Dwayne O. Andreas. G. Allen Andreas
and Martin L. Andreas are nephews of Dwayne O.
Andreas and Lowell W. Andreas. Charles P. Archer is
the son of S. M. Archer, Jr., a director of the
registrant.
Item 2. PROPERTIES
(a) Processing Facilities
The Company owns, leases, or has a 50% or greater
interest in the following processing plants:
United
States Foreign Total
_________________________________________
Owned 131 39 170
Leased 4 - 4
Joint Venture73 22 95
___ __ ___
208 61 269
=== == ===
12
PAGE 13
Item 2.PROPERTIES--Continued
The Company's operations are such that most products are
efficiently processed near the source of raw materials.
Consequently, the Company has many plants located
strategically in grain producing areas. The annual
volume processed will vary depending upon availability
of raw material and demand for the finished products.
The Company operates thirty-five domestic and seven
foreign oilseed crushing plants with a daily processing
capacity of approximately 79,000 tons. The domestic
plants are located in Alabama, Arkansas, Georgia,
Illinois, Indiana, Iowa, Kansas, Louisiana, Minnesota,
Missouri, Mississippi, Nebraska, North Dakota, Ohio,
South Carolina, Tennessee and Texas. The foreign plants
are located in Canada, England, Germany and the
Netherlands.
The Company operates four wet corn milling and two dry
corn milling plants with a daily grind capacity of
approximately 1,600,000 bushels. These plants and other
related properties, including corn germ extraction and
corn gluten pellet plants, are located in Illinois,
Iowa, New York and North Dakota. The Company also has
interests, through joint ventures, in corn milling
plants in Mexico, Bulgaria, Hungary, Slovakia and
Turkey.
The Company operates twenty-nine domestic wheat and
durum flour mills, a domestic bulgur plant, six Canadian
flour mills and one Mexican flour mill with a total
daily capacity of approximately 363,000 cwt. of flour.
The Company also operates seven corn flour mills, two
milo mills, two pasta plants and five starch and gluten
plants. These plants and other related properties are
strategically located across North America in
California, Illinois, Indiana, Iowa, Kansas, Kentucky,
Louisiana, Minnesota, Missouri, Nebraska, New York,
North Carolina, Oklahoma, Oregon, Pennsylvania,
Tennessee, Texas, Washington, Wisconsin, Canada and
Mexico. The Company also has an interest, through a
joint venture, in rice milling plants in Arkansas and
Louisiana.
The Company operates ten domestic oilseed refineries in
Illinois, Indiana, Iowa, Georgia, Nebraska, Tennessee
and Texas as well as five foreign refineries in Canada,
Germany and the Netherlands. The Company has an
interest, through a joint venture, in an oilseed
refinery in Texas. The Company produces packaged oils
in Illinois, California and Germany and soy protein
specialty products in Illinois and the Netherlands.
Lecithin products are produced in Illinois, Iowa,
Nebraska and the Netherlands.
The Company produces feed and food additives at seven
bioproduct plants located in Illinois, North Carolina
and Ireland. The Company also operates formula feed,
animal health and nutrition and pet food plants in
Georgia, Illinois, Iowa, North Carolina, Ohio,
Tennessee, Texas, Washington, Canada, England, Ireland
and Puerto Rico. The Company also has interests,
through joint ventures, in formula feed and pet food
plants in Alabama, Arkansas, Georgia,
Item 2. PROPERTIES--Continued
Illinois, Iowa, Indiana, Kansas, Michigan, Minnesota,
Missouri, Nebraska, Ohio, Pennsylvania, South Carolina,
Tennessee, Vermont, Wisconsin, Canada, Puerto Rico and
Trinidad.
The Company operates five North American barley malting
plants located in Illinois, Minnesota, Wisconsin and
Canada.
The Company operates various other food ingredient
plants in Iowa, Kansas, Washington, England and France.
(b)Procurement Facilities
The Company operates one hundred sixty-eight domestic
terminal, country and river elevators covering the
Midwest, West and South Central states, including one
hundred twelve country elevators and fifty-six terminal
and river loading facilities including three grain
export elevators in Louisiana. Elevators are located in
Arkansas, Colorado, Georgia, Illinois, Indiana, Iowa,
Kansas, Louisiana, Minnesota, Missouri, Montana,
Nebraska, North Carolina, Oklahoma, South Carolina,
Tennessee and Texas. Domestic grain terminals,
elevators and processing plants have an aggregate
storage capacity of approximately 360,000,000 bushels.
The Company also operates eleven foreign grain elevators
in Canada, Ireland and Germany. Thirteen cotton gins
are located in Texas and serve the cottonseed crushing
plants in that area.
Item 3. LEGAL PROCEEDINGS
In 1993, the State of Illinois Environmental Protection
Agency brought administrative enforcement proceedings
arising out of the Company's failure to obtain permits
for certain pollution control equipment at certain of
the Company's processing facilities in Illinois. The
Company believes it has meritorious defenses. In
management's opinion these proceedings will not, either
individually or in the aggregate, have a material
adverse effect on the Company's financial condition or
results of operations.
The Company is involved in approximately 24
administrative and judicial proceedings in which it has
been identified as a potentially responsible party (PRP)
under the federal Superfund law and its state analogs
for the study and clean-up of sites contaminated by
material discharged into the environment. In all of
these matters, there are numerous PRPs. Due to various
factors such as the required level of remediation and
participation in the clean-up effort by others, the
Company's future clean-up costs at these sites cannot be
reasonably estimated. However, in management's opinion
these proceedings will not, either individually or in
the aggregate, have a material adverse effect on the
Company's financial condition or results of operations.
13
PAGE 14
Item 3. LEGAL PROCEEDINGS--Continued
In April, 1994, the Illinois State Police served
warrants upon the La Salle barge cleaning operation to
inspect barges being cleaned and fleeted at the site.
The investigation continued with interviews of employees
of the Company's wholly owned subsidiary, ARTCO, and
seizure of documents relating to the LaSalle/Hennepin
operations. On June 15, 1994, employees of ARTCO were
called before a La Salle County Grand Jury and all but
one invoked their Fifth Amendment rights. On July 6,
1995, ARTCO received a summons to appear in Circuit
Court on various criminal charges relating to
barge cleaning operations. ARTCO entered a not guilty
plea on July 21, 1995. The maximum potential fine is
$25,000 per day of violation.
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 in Chicago, into possible violations of
federal antitrust laws and possible related crimes in
the food additives industry. The investigation is
directed towards possible price-fixing with respect to
lysine, citric acid and high fructose corn syrup.
Neither the Company nor any director, officer or
employee has been charged in connection with the
investigation.
Following public announcement in June 1995 of the
investigation, the Company and certain of its directors
and executive officers were named as defendants in a
putative class action on behalf of all purchasers of
securities of the Company during the period from July
10, 1992 through July 10, 1995. The action is E. M.
Lawrence Limited Frozen Retirement Trust v. Archer-
Daniels-Midland Co., et al., United States District
Court, Northern District of Illinois, Civil Action No.
95C 3979, filed on July 10, 1995. The complaint alleges
that the defendants made material misrepresentations and
omissions with respect to the Company and its operations
and with respect to actions of the Company and its
officers regarding antitrust laws, as a result of which
market prices of the Company's securities were
artificially inflated during the putative class period.
The complaint alleges that the conduct complained of
violates federal securities laws. The plaintiff
requests unspecified compensatory and punitive damages,
costs (including legal, accounting and expert fees),
expenses and unspecified relief on behalf of the
putative class. In addition to such action, at least
fourteen similar putative class actions against the
Company and others have been filed, in the United States
District Courts for the Northern District of Illinois
and for the Central District of Illinois and possibly
other courts. The Company, along with other companies,
has been named as a defendant in a civil action filed on
July 21, 1995 in the Superior Court for the County of
Los Angeles, California, on behalf of a putative class
of indirect purchasers of products made with high
fructose corn syrup. The complaint alleges that the
defendants violated California antitrust
14
PAGE 15
and unfair competition laws with respect to the sale of
high fructose corn syrup and seeks treble damages in an
unspecified
Item 3. LEGAL PROCEEDINGS--Continued
amount, attorneys fees and costs. A similar putative
class action has been filed in the Superior Court for
Orange County, California. The Company, along with
other companies, has been named as a defendant in a
civil action filed on July 25, 1995 in the United States
District Court for the Northern District of Alabama on
behalf of a putative class of direct purchasers of high
fructose corn syrup who made purchases during the period
from January 1, 1990 to the present. The complaint
alleges that, in violation of federal antitrust law, the
defendants agreed to fix, stabilize and
maintain at artificially high levels the prices of corn
sweeteners and seeks an injunction against continued
illegal conduct as well as treble damages in an
unspecified amount, attorneys fees and costs. Two
similar putative class actions have been filed in the
United States District Court for the Northern District
of Alabama and the United States District Court for the
Central District of Illinois, the latter case relating
to lysine. The Company and the individuals named as
defendants intend to vigorously defend these various
class actions.
These matters could result in the Company being subject
to monetary damages, fines, penalties and other
sanctions and expenses. However, because of the early
stage of the investigation, the ultimate outcome of the
investigation and the putative class actions cannot
presently be determined. Accordingly, no provision for
any liability that may result therefrom has been made in
the consolidated financial statements.
Also following such public announcement, a shareholder
derivative action was filed against certain of the
Company's directors and executive officers and nominally
against the Company. The action is Johnson v. Andreas,
et al., Delaware Court of Chancery, New Castle County,
Civil Action No. 14403, filed on July 12, 1995. The
complaint alleges that the individuals named as
defendants breached their fiduciary duties and committed
a waste of corporate assets and seeks to recover
monetary damages and other relief on behalf of the
Company from the individuals named as defendants. At
least twelve similar shareholder derivative actions have
been filed, in the Delaware Court of Chancery, The
Chancery Division of the Circuit Court of Cook County,
Illinois, the United States District Court for the
Northern District of Illinois and possibly other courts.
The Company 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 management'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 financial
condition or results of operations.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
Item 5.MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Information responsive to this Item is set forth in
"Common Stock Market Prices and Dividends" of the annual
shareholders' report for the year ended June 30, 1995
and is incorporated herein by reference.
Item 6. SELECTED FINANCIAL DATA
Information responsive to this Item is set forth in the
"Ten-Year Summary of Operating, Financial and Other
Data" of the annual shareholders' report for the year
ended June 30, 1995 and is incorporated herein by
reference.
Item 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Information responsive to this Item is set forth in
"Management's Discussion of Operations and Financial
Condition" of the annual shareholders' report for the
year ended June 30, 1995 and is incorporated herein by
reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements and supplementary
data included in the annual shareholders' report for the
year ended June 30, 1995 are incorporated herein by
reference:
Consolidated balance sheets--June 30, 1995 and 1994
Consolidated statements of earnings--Years ended
June 30, 1995, 1994 and 1993
Consolidated statements of shareholders' equity--Years
ended
June 30, 1995, 1994 and 1993
Consolidated statements of cash flows--Years ended
June 30, 1995, 1994 and 1993
Notes to consolidated financial statements--June 30, 1995
Summary of Significant Accounting Policies
Report of Independent Auditors
Quarterly Financial Data (Unaudited)
15
PAGE 16
Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to directors and executive
officers is set forth in "Election of Directors"
and "Rule 405 Disclosure" of the definitive proxy
statement for 1995 and is incorporated herein by
reference. Certain information with respect to
executive officers is included in Item 1 (e) of
this report.
Item 11. EXECUTIVE COMPENSATION
Information responsive to this Item is set forth in
"Executive Compensation" and "Salary and Stock
Option Committee's Report" of the definitive proxy
statement for 1995 and is incorporated herein by
reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information responsive to this Item is set forth in
"Principal Holders of Voting Securities" of the
definitive proxy statement for 1995 and is
incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information responsive to this Item is set forth in
"Certain Relationsips and Related Transactions" of
the definitive proxy statement for 1995 and is
incorporated herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a)(1)The following consolidated financial statements
and other financial data of the registrant and
its subsidiaries, included in the annual report
of the registrant to its shareholders for the
year ended June 30, 1995, are incorporated by
reference in Item 8, and are also incorporated
herein by reference:
Consolidated balance sheets--June 30, 1995 and
1994
Consolidated statements of earnings--Years ended
June 30, 1995, 1994 and 1993
16
PAGE 17
Consolidated statements of shareholders' equity--
Years ended June 30, 1995, 1994 and 1993
Consolidated statements of cash flows--Years ended
June 30, 1995, 1994 and 1993
Notes to consolidated financial statements--June
30, 1995
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
--Continued
Summary of Significant Accounting Policies
Quarterly Financial Data (Unaudited)
(a)(2)Schedules are not applicable and therefore not
included in this report.
Financial statements of affiliates accounted
for by the equity method have been omitted
because they do not, considered individually,
constitute significant subsidiaries.
(a)(3) LIST OF EXHIBITS
(3) Composite Certificate of Incorporation and
Bylaws filed on November 7, 1986 as Exhibits
3(a) and 3(b), respectively, to Post Effective
Amendment No. 1 to Registration Statement on
Form S-3, Registration No. 33-6721, are
incorporated herein by reference.
(4) Instruments defining the rights of security
holders, including:
(i) Indenture dated May 15, 1981,
between the registrant and Morgan
Guaranty Trust Company of New York, as
Trustee (incorporated by reference to
Exhibit 4(b) to Amendment No. 1 to
Registration Statement No. 2-71862),
relating to the $250,000,000 - 7%
Debentures due May 15, 2011;
(ii) Indenture dated May 1, 1982,
between the registrant and Morgan
Guaranty Trust Company of New York, as
Trustee (incorporated by reference to
Exhibit 4(c) to Registration Statement
No. 2-77368), relating to the
$400,000,000 Zero Coupon Debentures due
May 1, 2002;
(iii) Indenture dated as of March 1,
1984 between the registrant and Chemical
Bank, as Trustee (incorporated by
reference to Exhibit 4 to the
registrant's Current Report on Form 8-K
dated August 3, 1984 (File No. 1-44)),
as supplemented by the Supplemental
Indenture dated as of January 9, 1986,
between the registrant and Chemical
Bank, as Trustee (incorporated by
reference to Exhibit 4 to the
registrant's Current Report on Form 8-K
dated January 9, 1986 (File No. 1-44)),
relating to the $100,000,000 - 10 1/4%
Debentures due January 15, 2006;
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
--Continued
(iv) Indenture dated June 1, 1986
between the registrant and Chemical
Bank, (as successor to Manufacturers
Hanover Trust Company), as Trustee
(incorporated by reference to Exhibit
4(a) to Registration Statement No. 33-
6721), and Supplemental Indenture dated
as of August 1, 1989 between the
registrant and Chemical Bank (as
successor to Manufacturers Hanover Trust
Company), as Trustee (incorporated by
reference to Exhibit 4(c) to Post-
Effective Amendment No. 3 to
Registration Statement No. 33-6721),
relating to the $300,000,000 - 8 7/8%
Debentures due April 15, 2011, the
$300,000,000 - 8 3/8% Debentures due
April 15, 2017, the $300,000,000 - 8
1/8% Debentures due June 1, 2012, the
$250,000,000 - 6 1/4% Notes due May
15, 2003, and the $250,000,000 - 7
1/8% Debentures due March 1, 2013.
Copies of constituent instruments
defining rights of holders of long-term
debt of the Company and Subsidiaries,
other than the Indentures specified
herein, are not filed herewith, pursuant
to Instruction (b)(4) (iii)(A) to Item
601 of Regulation S-K, because the total
amount of securities authorized under
any such instrument does not exceed 10%
of the total assets of the Company and
Subsidiaries on a consolidated basis.
The registrant hereby agrees that it
will, upon request by the Commission,
furnish to the Commission a copy of each
such instrument.
(10)Material Contracts--Copies of the Company's
stock option plans and its savings and
investment plans, pursuant to Instruction
(10)(iii)(A) to Item 601 of Regulation S-K, are
incorporated herein by reference as follows:
(i) Registration Statement No. 2-91811 on Form
S-8 dated June 22, 1984 (definitive
Prospectus dated July 16, 1984) relating
to the Archer Daniels Midland 1982
Incentive Stock Option Plan.
(ii) Registration Statement No. 33-49409
on Form S-8 dated March 15, 1993 relating
to the Archer Daniels Midland 1991
Incentive Stock Option Plan and Archer
Daniels Midland Company Savings and
Investment Plan.
17
PAGE 18
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
--Continued
(iii) Registration Statement No. 33-58387
on Form S-8 dated April 3, 1995 relating
to the ADM Savings and Investment Plan for
Salaried Employees and the ADM Savings and
Investment Plan for Hourly Employees.
(13) Portions of annual report to shareholders
incorporated by reference
(21) Subsidiaries of the registrant
(23) Consent of independent auditors
(24) Powers of attorney
(27) Financial Data Schedule
(b) Reports on Form 8-K
A Form 8-K was not filed during the quarter ended
June 30, 1995.
18
PAGE 19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: August 17, 1995
ARCHER-DANIELS-MIDLAND COMPANY
/s/ R. P. Reising
R. P. Reising
Vice President, Secretary
and General Counsel
/s/ D. J. Schmalz
D. J. Schmalz
Vice President, Controller
and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below on August 17, 1995, by
the following persons on behalf of the Registrant and in the
capacities indicated.
D. O. Andreas*, Chairman of the Board, Chief Executive and
Director
(Principal Executive Officer)
L. W. Andreas*, Director
M. D. Andreas*, Director
M. L. Andreas*, Director
S. M. Archer, Jr.*, Director
Ralph Bruce*, Director
G. O. Coan*, Director
J. H. Daniels*, Director
R. A. Goldberg*, Director
H. D. Hale*, Director
F. R. Johnson*, Director
M. B. Mulroney*, Director
J. R. Randall*, Director
Mrs. N. A. Rockefeller*, Director
R. S. Strauss*, Director
J. K. Vanier*, Director
O. G. Webb*, Director
R. P. Reising
Attorney-in-Fact
*Powers of Attorney authorizing R. P. Reising, D. J. Schmalz and
D. J. Smith and each of them, to sign the Form 10-K on behalf of
the above-named officers and directors of the Company are being
filed with the Securities and Exchange Commission.
19
EX-24
2
POWERS OF ATTORNEY
PAGE 1
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director, Chairman of the Board and Chief Executive (Principal
Executive Officer) of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such Chairman of the Board, Chief
Executive and Director of said Company to the Form 10-K for the
fiscal year ending June 30, 1995, and all amendments thereto, to
be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., and to file the same, with all
exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and each of
them, full power and authority to do and perform any and all
acts necessary or incidental to the performance and execution of
the powers therein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 14th day of August, 1995.
D. O. ANDREAS
1
PAGE 2
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint DOUGLAS J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1995, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 14th day of August, 1995.
L. W. ANDREAS
2
PAGE 3
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1995, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 17th day of August, 1995.
M. D. ANDREAS
3
PAGE 4
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1995, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 17th day of August, 1995.
M. L. ANDREAS
5
PAGE 6
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1995, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 17th day of August, 1995.
Shreve M. Archer, Jr.
6
PAGE 7
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1995, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 14th day of August, 1995.
Ralph Bruce
7
PAGE 8
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1995, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 14th day of August, 1995.
G. O. Coan
8
PAGE 9
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1995, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 14th day of August, 1995.
John H. Daniels
9
PAGE 10
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1995, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 14th day of August, 1995.
Ray A. Goldberg
10
PAGE 11
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1995, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 15th day of August, 1995.
H. D. Hale
11
PAGE 12
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1995, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 14th day of August, 1995.
F. Ross Johnson
12
PAGE 13
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1995, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 17th day of August, 1995.
M. B. Mulroney
13
PAGE 14
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1995, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 17th day of August, 1995.
J. R. Randall
14
PAGE 15
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1995, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 17th day of August, 1995.
Mrs. N. A. Rockefeller
14
PAGE 15
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1995, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 17th day of August, 1995.
R. S. Strauss
15
PAGE 16
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1995, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 14th day of August, 1995.
J. K. Vanier
16
PAGE 17
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1995, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.
IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 15th day of August, 1995.
O. G. Webb
17
EX-23
3
CONSENT OF INDEPENDENT AUDITORS
PAGE 1
EXHIBIT 23--CONSENT OF INDEPENDENT AUDITORS
ARCHER DANIELS MIDLAND COMPANY AND SUBSIDIARIES
June 30, 1995
We consent to the incorporation by reference in this Annual
Report (Form 10-K) of Archer Daniels Midland Company of our
report dated July 28, 1995 included in the 1995 Annual Report to
Shareholders of Archer Daniels Midland Company.
Our audits also included the financial statement schedules of
Archer Daniels Midland Company listed in Item 14(a). These
schedules are the responsibility of the Company's management.
Our responsibility is to express an opinion based on our audits.
In our opinion, the financial statement schedules referred to
above, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
We also consent to the incorporation by reference in the
following Registration Statements of our report dated July 28,
1995 with respect to the consolidated financial statements
incorporated herein by reference, and our report with which the
date is August 17, 1995, included in the preceding paragraph
with respect to the financial statement schedules included in
this Annual Report (Form 10-K) of Archer Daniels Midland
Company:
Registration Statement No. 2-91811 on Form S-8 dated June 22,
1984 (definitive Prospectus dated July 16, 1984) relating to
the Archer Daniels Midland Company 1982 Incentive Stock
Option Plan.
Registration Statement No. 33-30403 on Form S-3 dated August
9, 1989 (definitive Prospectus dated August 21, 1989)
relating to secondary offering of the Common Stock of Archer
Daniels Midland Company.
Registration Statement No. 33-31595 on Form S-3 dated October
16, (definitive Prospectus dated October 25, 1989) relating
to secondary offering of the Common Stock of Archer Daniels
Midland Company.
Registration Statement No. 33-32425 on Form S-3 dated
December 6, 1989 (definitive Prospectus dated December 20,
1989) relating to secondary offering of the Common Stock of
Archer Daniels Midland Company.
Registration Statement No. 33-36238 on Form S-3 dated August
6, 1990 as amended by the Prospectus Supplement and Post-
Effective Amendent No. 1 dated August 14, 1990 and Post-
Effective Amendment No. 2 dated August 17, 1990 (definitive
Prospectus dated August 14, 1990) relating to secondary
offering of the Common Stock of Archer Daniels Midland
Company.
Registration Statement No. 33-37116 on Form S-3 dated October
4, 1990 (definitive Prospectus dated October 10, 1990)
relating to secondary offering of the Common Stock of Archer
Daniels Midland Company.
Registration Statement No. 33-42308 on Form S-3 dated August
19, 1991 (definitive Prospectus dated August 20, 1991)
relating to secondary offering of the Common Stock of Archer
Daniels Midland Company.
Registration Statement No. 33-46432 on Form S-3 dated March
19, 1992 (definitive Prospectus dated March 24, 1992)
relating to secondary offering of the Common Stock of Archer
Daniels Midland Company.
Registration Statement No. 33-47183 on Form S-3 dated April
15, 1992 (definitive Prospectus dated April 22, 1992)
relating to secondary offering of the Common Stock of Archer
Daniels Midland Company.
Registration Statement No. 33-49055 on Form S-3 dated
September 23, 1992 (definitive Prospectus dated October 4,
1992) relating to secondary offering of the Common Stock of
Archer Daniels Midland Company.
Registration Statement No. 33-49409 on Form S-8 dated March
15, 1993 relating to the Archer Daniels Midland 1991
Incentive Stock Option Plan and Archer Daniels Midland
Company Savings and Investment Plan.
Registration Statement No. 33-50879 on Form S-3 dated
November 1, 1993 relating to Debt Securities and Warrants to
purchase Debt Securities of Archer Daniels Midland Company.
Registration Statement No. 33-55301 on Form S-3 dated August
31, 1994 as amended by Amendment No. 1 dated October 7, 1994
(definitive Prospectus dated October 11, 1994) relating to
secondary offering of the Common Stock of Archer Daniels
Midland Company.
Registration Statement No. 33-56223 on Form S-3 dated October
28, 1994 as amended by Amendment No. 1 dated December 27,
1994 (definitive Prospectus dated December 30, 1994) relating
to secondary offering of the Common Stock of Archer Daniels
Midland Company.
Registration Statement No. 33-58387 on Form S-8 dated April
3, 1995 relating to the ADM Savings and Investment Plan for
Salaried Employees and the ADM Savings and Investment Plan
for Hourly Employees.
ERNST & YOUNG LLP
Minneapolis, Minnesota
August 17, 1995
1
EX-21
4
SUBSIDIARIES OF THE REGISTRANT
PAGE 1
EXHIBIT 21--SUBSIDIARIES OF THE REGISTRANT
ARCHER DANIELS MIDLAND COMPANY
June 30, 1995
Following is a list of the Registrant's subsidiaries showing the
percentage of voting securities owned:
Organized Under
Laws of Ownership
ADM Agri-Industries Ltd. Canada 100%
ADM Europe BV Netherlands 100
ADM Europoort BV Netherlands 100
ADM/Growmark River System, Inc. Delaware 100
ADM Beteiligungs. GmbH Germany 100
ADM International Ltd. (B) England 100
ADM Investor Services, Inc. Delaware 100
ADM Ireland Holdings Ltd. Ireland 100
ADM Milling Co. Minnesota 100
ADM Oelmuhlen GmbH Germany 100
ADM Ringaskiddy Ireland 100
ADM Transportation Co. Delaware 100
ADMIC Investments NV Netherlands Antilles100
Agrinational Insurance Company Vermont 100
Agrinational Ltd. Cayman Islands 100
Alfred C. Toepfer International (A) Germany 50
American River Transportation Co. Delaware 100
Collingwood Grain, Inc. Kansas 100
Compagnie Industrielle Et Financiere
(CIP)(A) Luxembourg 42
Consolidated Nutrition, L.C. (A) Iowa 50
Erith Oil Works Ltd. England 100
Fleischmann Malting Company, Inc. Delaware 100
Hickory Point Bank & Trust Co. Illinois 100
Midland Stars, Inc. Delaware 100
Oelmuhle Hamburg AG (C) Germany 61
Premiere Agri Technologies Inc. Delaware 100
Tabor Grain Co. Nevada 100
(A) Not included in consolidated financial statements--included
on the equity basis.
(B) ADM International Ltd. has twenty-one subsidiary companies
whose names have been omitted because, considered in the
aggregate as a single subsidiary, they would not constitute a
significant subsidiary.
(C) Oelmuhle Hamburg AG has eleven subsidiaries whose names have
been omitted because, considered in the aggregate as a single
subsidiary, they would not constitute a significant subsidiary.
The names of twenty-four domestic subsidiaries and twenty-eight
international subsidiaries have been omitted because, considered
in the aggregate as a single subsidiary, they would not
constitute a significant subsidiary.
1
EX-13
5
ANNUAL REPORT TO SECURITY HOLDERS
PAGE 1
EXHIBIT 13--ANNUAL REPORT TO SECURITY HOLDERS
Archer Daniels Midland Company
MANAGEMENT'S DISCUSSION OF
OPERATIONS AND FINANCIAL CONDITION - June 30, 1995
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
product. 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. The Company follows a policy
of hedging substantially all inventory and related purchase and
sale contracts. In addition, the Company from time to time will
hedge anticipated production, generally not exceeding six months
requirements. These hedges are made to reduce price risk of
market fluctuations and risk of crop failure. 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:
1995 1994 1993
________________________________
(In millions)
Oilseed products $ 7,643$ 6,656 $ 5,688
Corn products 2,477 2,294 2,069
Wheat and other milled products 1,384 1,394 1,234
Other products 1,168 1,030 820
________ ________ ________
$ 12,672 $ 11,374 $ 9,811
======== ======== ========
1995 compared to 1994
Net sales and other operating income for 1995 increased $ 1.3
billion to a record high $12.7 billion. The increase is
primarily due to a 9% increase in volumes 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.
1994 compared to 1993
Net sales and other operating income for 1994 increased $1.6
billion to $11.4 billion. The increase is primarily due to an
8% increase in average selling prices of the Company's products
and to a lesser extent, a 5% increase in volume of products
sold. Sales of oilseed products increased 17% to $6.7 billion
due primarily to a 15% increase in average selling prices and a
2% increase in sales volumes. Sales of corn products increased
11% to $2.3 billion due primarily to a 12% increase in volume of
product sold partially offset by slightly lower average selling
prices as ethanol prices declined due to lower imported oil
prices. Sales of wheat and other milled products increased 13%
to $1.4 billion due primarily to increased volumes including
sales of acquired businesses. Sales of other products increased
26% to $1 billion due primarily to feed operations acquired in
1994.
Cost of products sold and other operating costs increased $1.5
billion to $10.2 billion in 1994 due primarily to higher raw
material commodity costs, principally higher corn costs due to
the impact of widespread Midwest flooding on the corn crop, and
also increased volumes of products sold.
The combined effect of increased sales volumes and higher
average selling prices partially offset by higher raw material
commodity prices and the negative impact of the widespread
Midwest flooding resulted in gross profits increasing $75
million to $1.1 billion. Volume increases contributed
approximately $90 million and the net price effect of higher
average selling prices and higher raw material commodity prices
increased gross profits approximately $25 million. These
increases were partially offset by the negative impact of the
widespread Midwest flooding on procuring, transporting and
merchandising operations. We estimate that costs of
approximately $40 million were incurred in the first quarter of
1994 due to transportation and plant operation interruptions
resulting from such flood.
Selling, general and administrative expenses increased $46
million to $371 million in 1994 due principally to $26 million
of expense attributable to acquired businesses, a $7 million
increase in advertising costs and other general cost increases
in support of increased sales volumes.
The decrease in other income for 1994 resulted primarily from
increased interest expense, due principally to higher average
borrowing levels, and to a lesser extent reduced gains on
marketable securities transactions.
The Company's effective tax rate was 34% in 1994 compared to 28%
in 1993. The 1994 effective rate included the increase in the
statutory federal income tax rate from 34% to 35% resulting in
additional income tax accruals and a non-recurring income tax
charge of $14 million. The 1993 effective rate reflects a $30
million credit from settlement with the Internal Revenue Service
of prior years' tax audits. Excluding the impact of these
items, the effective rates in 1994 and 1993 were comparable.
Effective July 1, 1992, the Company adopted FASB Statements No.
106, "Employers' Accounting for Postretirement Benefits Other
Than Pensions," and No. 109, "Accounting For Income Taxes." The
cumulative effect of adopting these accounting changes was to
decrease earnings by $35 million, net of income tax, for FASB
Statement No. 106 and to increase earnings by $ 68 million for
FASB Statement No. 109. The new standards did not have a
material effect on the Company's operating results.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1995, the Company continued to show substantial
liquidity with working capital of $2.5 billion, including cash
and marketable securities of $1.1 billion. Working capital also
includes inventory with a replacement cost in excess of its LIFO
carrying value of approximately $56 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 $5.9
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 24%.
Annual maturities of long-term debt range from $12 million to
$34 million during the next five years except for 1997 when $126
million is due.
Commercial paper and commercial bank lines of credit are
available to meet seasonal cash requirements. At June 30, 1995,
the Company had $398 million of 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 a grand jury
investigation into possible violations of federal antitrust laws
and possible related crimes in the food additives industry.
Neither the Company nor any director, officer or employee has
been charged in connection with the investigation. In addition,
related civil class actions are pending. These matters could
result in the Company being subject to monetary damages, fines,
penalties and other sanctions and expenses. However, because of
the early stage of the investigation, the ultimate outcome of
these matters cannot presently be determined. Accordingly, no
provision for any liability that may result therefrom has been
made in the accompanying consolidated financial statements.
1
PAGE 2
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.
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.
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
Effective July 1, 1994, the Company adopted FASB Statement No.
115, "Accounting for Certain Investments in Debt and Equity
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. The effect of adopting this Statement increased the
opening balance of shareholders' equity by $51 million (net of
$25 million in deferred income taxes) to reflect the net
unrealized gain on marketable securities classified as available-
for-sale which were previously carried at cost.
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.
The Company follows a policy of hedging substantially all
inventory and related purchase and sale contracts. In addition,
the Company from time to time will hedge anticipated production,
generally not exceeding six months requirements. These hedges
are made to reduce price risk of market fluctuations and risk of
crop failure. 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 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.
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 $15.9 billion in 1995, $14.1 billion in 1994 and $12.1
billion in 1993, and include export sales of $4.2 billion in
1995, $3.2 billion in 1994 and $2.9 billion in 1993.
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, 1995, including the 5% stock
dividend declared in July 1995, and payable in September 1995.
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.
2
PAGE 3
CONSOLIDATED STATEMENTS OF EARNINGS
Year Ended June 30
_________________________________
1995 1994 1993
_________________________________
(In thousands, except
per share amounts)
Net sales and other operating $12,671,868 $11,374,372 $9,811,362
income
Cost of products sold and other
operating costs 11,029,38410,236,737 8,748,418
______________________________
Gross Profit 1,642,484 1,137,635 1,062,944
Selling, general and administrative
expenses 429,358 371,237 324,793
______________________________
Earnings From Operations 1,213,126 766,398 738,151
Other income (expense) (31,603) (28,095) 7,858
______________________________
Earnings Before Income Taxes
and Cumulative Effect of
Accounting Changes 1,181,523 738,303 746,009
Income taxes 385,608 254,234 211,500
______________________________
Earnings Before Cumulative Effect
of Accounting Changes 795,915 484,069 534,509
Cumulative effect of accounting changes- - 33,018
______________________________
Net Earnings $ 795,915$ 484,069$ 567,527
==============================
Earnings per common share
Before Cumulative Effect
of Accounting Changes $ 1.47$ .89$ .94
Cumulative Effect of Accounting
Changes - - .06
______________________________
Net Earnings $ 1.47$ .89$ 1.00
==============================
See notes to consolidated financial statements.
3
PAGE 4
CONSOLIDATED BALANCE SHEETS
June 30
__________________________________
1995 1994
__________________________________
Assets (In thousands)
Current Assets
Cash and cash equivalents $ 454,593 $ 316,394
Marketable securities 664,690 1,019,059
Receivables 1,013,562 1,041,769
Inventories 1,473,896 1,422,147
Prepaid expenses 105,904 111,426
__________ __________
Total Current Assets 3,712,645 3,910,795
Investments and Other Assets
Investments in and advances
to affiliates 502,698 297,147
Long-term marketable securities1,604,219 891,073
Other assets 175,044 109,263
__________ __________
2,281,961 1,297,483
Property, Plant and Equipment
Land 113,098 101,854
Buildings 1,109,249 1,029,817
Machinery and equipment 5,443,561 5,073,631
Construction in progress 642,825 455,729
Less allowances for depreciation(3,546,452) (3,122,456)
__________ __________
3,762,281 3,538,575
__________ __________
$9,756,887 $8,746,853
========== ==========
4
PAGE 5
CONSOLIDATED BALANCE SHEETS
June 30
_________________________________
1995 1994
_________________________________
Liabilities and Shareholders' (In thousands)
Equity
Current Liabilities
Accounts payable $ 725,046 $ 690,824
Accrued expenses 431,725 412,438
Current maturities of 15,614 23,716
long-term debt __________ __________
Total Current Liabilities 1,172,385 1,126,978
Long-Term Debt 2,070,095 2,021,417
Deferred Credits
Income taxes 538,351 432,396
Other 121,891 120,641
__________ __________
660,242 553,037
Shareholders' Equity
Common stock 3,668,977 3,415,955
Reinvested earnings 2,185,188 1,629,466
__________ __________
5,854,165 5,045,421
__________ __________
$9,756,887 $8,746,853
========== ==========
See notes to consolidated financial statements.
5
PAGE 6
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended June 30
1995 1994 1993
(In thousands)
Operating Activities
Net earnings $ 795,915 $ 484,069 $ 567,527
Adjustments to reconcile to net
cash provided by operations
Cumulative effect of accounting changes- - (33,018)
Depreciation and amortization 384,872 354,463 328,549
Deferred income taxes 25,421 22,009 16,238
Amortization of long-term debt discount21,90819,613 16,900
Other 36,065 (23,230) (39,743)
Changes in operating assets and liabilities
Receivables (82,203) (114,741) (90,890)
Inventories (41,561) (172,649) (69,927)
Prepaid expenses 5,219 (13,450) (8,019)
Accounts payable and accrued expenses45,611 74,287 (13,804)
________ ________ ________
Total Operating Activities 1,191,247 630,371 673,813
Investing Activities
Purchases of property, plant and equipment(558,604) (514,364)
(394,400)
Business acquisitions (55,126) (257,731) (200,023)
Investments in and advances to affiliates(122,565)16,506(11,44
1)
Purchases of marketable securities(2,017,619)(2,136,553)(2,691
,913)
Proceeds from sales of marketable
securities 1,940,370 2,643,368 1,637,373
_________ _________ _________
Total Investing Activities (813,544) (248,774)(1,660,404)
Financing Activities
Long-term debt borrowings 17,626 12,001 506,576
Long-term debt payments (32,304) (76,133) (33,256)
Purchases of treasury stock (179,613) (355,226) (35,429)
Cash dividends and other (45,213) (32,328) (29,177)
_________ _________ _________
Total Financing Activities (239,504) (451,686) 408,714
_________ _________ _________
Increase (Decrease) In Cash And Cash
Equivalents 138,199 (70,089) (577,877)
Cash And Cash Equivalents Beginning Of
Period 316,394 386,483 964,360
_________ _________ _________
Cash And Cash Equivalents End Of
Period $ 454,593$ 316,394$ 386,483
========= ========= =========
See notes to consolidated financial statements.
6
PAGE 7
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Common Stock
___________________
Reinvested
Shares Amount Earnings
_____________________________
(In thousands)
Balance July 1, 1992 326,480 $3,030,600 $1,461,753
Net earnings 567,527
Cash dividends paid-$.06 per share (32,266)
Treasury stock purchases (1,531) (35,429)
5% stock dividend-September 1993 16,300 348,927 (348,927)
Foreign currency translation (131,153)
Other 1,050 22,524 (305)
_______ __________ __________
Balance June 30, 1993 342,299 3,366,622 1,516,629
Net earnings 484,069
Cash dividends paid-$.06 per share (32,586)
Treasury stock purchases (15,597) (355,226)
5% stock dividend-September 1994 16,364 381,707 (381,707)
Foreign currency translation 43,363
Other 573 22,852 (302)
_______ __________ __________
Balance June 30, 1994 343,639 3,415,955 1,629,466
Net earnings 795,915
Cash dividends paid-$.09 per share (46,825)
3-for-2 stock split 172,030
Treasury stock purchases (9,756) (179,613)
5% stock dividend-declared July 199525,358 406,019 (406,019)
Foreign currency translation 66,005
Net unrealized gains on marketable
securities 147,118
Other 1,253 26,616 (472)
_______ _________ _________
Balance June 30, 1995 532,524 $3,668,977 $2,185,188
======= ========== ==========
See notes to consolidated financial statements.
7
PAGE 8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1-Marketable Securities
Investments accounted for in accordance with FASB Statement No.
115, "Accounting for Certain Investments in Debt and Equity
Securities," which are included in cash equivalents and
marketable securities, consist of:
Unrealized Unrealized Fair
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
======== ========= ======== ========
== = == ==
1994
United States
government $1,243,6 $ 1,019 $ $1,242,5
obligations 96 2,193 22
Other debt securities 202,467 2,725 923 204,269
Equity securities 732,467 131,204 56,266 807,405
________ _________ ________ ________
__ _ _ __
$2,178,6 $ $ $2,254,1
30 134,948 59,382 96
======== ========= ======== ========
== = == ==
Note 2-Inventories
1995 1994
(In thousands)
LIFO inventories
FIFO value $ 416,804 $ 459,640
LIFO valuation reserve (56,036) (74,016)
__________ __________
LIFO carrying value 360,768 385,624
FIFO inventories, including
hedging procedure method 1,113,128 1,036,523
__________ __________
$1,473,896 $1,422,147
========== ==========
Note 3-Accrued Expenses
1995 1994
(In thousands)
Payroll and employee benefits $ 111,452 $ 105,283
Income taxes 109,323 116,650
Insurance loss reserves 76,987 79,488
Other 133,963 111,017
__________ __________
$ 431,725 $ 412,438
========== ==========
Note 4-Long-Term Debt and Financing Arrangements
1995 1994
_____________________
(In thousands)
8.875% Debentures $300 million face
amount, due in 2011 $ 298,216 $ 298,166
8.125% Debentures $300 million face
amount, due in 2012 297,955 297,901
8.375% Debentures $300 million face
amount, due in 2017 294,079 293,988
7.125% Debentures $250 million face
amount, due in 2013 249,378 249,361
6.25% Notes $250 million
face amount, due in 2003 248,998 249,293
Zero Coupon Debt $400 million face
amount, due in 2002 160,855 140,768
7% Debentures $250 million face amount,
due in 2011 127,017 125,228
6% Bonds 150 million Deutsche Mark
face amount, due in 1997 108,424 94,400
10.25% Debentures $100 million
face amount, due in 2006 98,693 98,628
Industrial Revenue Bonds at various
rates from 5.30% to 13.25% and due
in varying amounts to 2011 78,253 79,442
Other 123,841 117,958
__________ __________
Total long-term debt 2,085,709 2,045,133
Less current maturities (15,614) (23,716)
__________ __________
$2,070,095 $2,021,417
========== ==========
At June 30, 1995, the fair value of the Company's long-term debt
exceeded the carrying value by $367 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 10.64% and 5.69%, respectively.
The aggregate maturities for long-term debt for the five years
after June 30, 1995 are $16 million, $126 million, $34 million,
$17 million and $12 million, respectively.
At June 30, 1995 the Company had lines of credit totaling $398
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, 1995 and 1994,
the Company had approximately 33.5 million and 24.6 million
common shares, respectively, in treasury. Treasury stock is
recorded at cost, $541 million at June 30, 1995, 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, 1995 options for 4,325,819
shares at prices ranging from $7.54 to $19.17 per share were
outstanding of which 1,219,990 shares were exercisable. There
were 304,298 shares available for future grant at June 30, 1995.
Cumulative foreign currency translation gains of $62 million and
unrealized gains on marketable securities of $147 million at
June 30, 1995, net of applicable taxes, are included as a
component of reinvested earnings.
8
PAGE 9
Note 6-Other Income (Expense)
1995 1994 1993
________________________________
(In thousands)
Investment income $147,133 $100,706 $100,715
Interest expense (170,886 (173,429 (150,945
) ) )
Gain (loss) on marketable
securities transactions (27,633) 25,785 33,531
Other, including equity
in earnings of affiliates 19,783 18,843 24,557
________ ________ ________
$(31,603 $(28,095 $ 7,858
) )
======== ======== ========
Interest expense is net of interest capitalized of $32 million,
$26 million and $23 million in 1995, 1994 and 1993,
respectively.
The Company made interest payments of $181 million, $180 million
and $151 million in 1995, 1994 and 1993, respectively.
The realized gains on sales of available-for-sale marketable
securities totaled $18 million, $36 million and $34 million in
1995, 1994 and 1993, respectively. The realized losses totaled
$46 million and $10 million in 1995 and 1994, respectively.
Note 7-Income Taxes
1995 1994 1993
_____________________________
(In thousands)
Current
Federal $271,702 $202,708 $160,966
State 38,768 30,969 31,471
Foreign 42,085 14,460 (583)
Deferred
Federal 30,191 4,102 23,103
State 2,108 (3,036) (1,857)
Foreign 754 5,031 (1,600)
________ ________ ________
$385,608 $254,234 $211,500
======== ======== ========
Significant components of the Company's deferred tax liabilities
and assets are as follows:
1995 1994
________________________
(In thousands)
Deferred tax liabilities
Depreciation $386,883 $365,491
Unrealized gain on marketable 75,978 -
securities
Bond discount amortization 62,941 60,308
Other 62,036 55,575
________ ________
587,838 481,374
Deferred tax assets
Postretirement benefits 26,274 27,624
Other 79,829 85,406
________ ________
106,103 113,030
________ ________
Net deferred tax liabilities 481,735 368,344
Current net deferred tax assets included
in prepaid expenses 56,616 64,052
________ ________
Non-current net deferred tax $538,351 $432,396
liabilities
======== ========
Reconciliation of the statutory federal income tax rate to the
Company's effective tax rate is as follows:
1995 1994 1993
Statutory rate 35.0% 35.0% 34.0%
State income taxes, net of
federal tax benefit 2.3 2.3 2.6
Foreign sales corporation (1.8) (2.7) (2.3)
Settlement of tax issues - - (4.0)
Federal tax rate increase - 1.8 -
Other (2.9) (2.0) (1.9)
____ ____ ____
Effective rate 32.6% 34.4% 28.4%
==== ==== ====
The Company made income tax payments of $354 million, $250
million and $251 million in 1995, 1994 and 1993, 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 $.03 per share.
During 1993, the Company settled various tax matters related to
audits of prior tax years by the Internal Revenue Service. The
settlement resulted in a $30 million credit, or $.05 per share,
to the 1993 provision.
Effective July 1, 1992, the Company adopted FASB Statement No.
109, "Accounting for Income Taxes." The cumulative effect of
restating deferred taxes as of July 1, 1992, was to increase
1993 earnings by $68 million, or $.12 per share.
Note 8-Leases
The Company has noncancellable operating leases, principally for
transportation equipment, with total future rental commitments
of $98 million, which range from $5 million to $26 million
during each of the next five years, and expire on various dates
through 2026. Rent expense for 1995, 1994 and 1993 was $73
million, $69 million and $66 million, respectively.
9
PAGE 10
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, 1995, the plans had
assets at fair value of $260 million and projected benefit
obligations of $297 million based on a discount rate of 8.0%.
Pension expense is not material.
The Company adopted FASB Statement No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions," for
health care and life insurance benefit plans as of July 1, 1992.
The cumulative effect of adopting this statement decreased 1993
earnings by $35 million (net of related taxes of $20 million),
or $.06 per share. This charge represented the discounted
present value of expected future retiree health benefits
attributed to employees' service rendered prior to July 1, 1992.
The accumulated postretirement benefit obligations (APBO) for
the unfunded plans at June 30, 1995 were $72 million, based on a
discount rate of 8.0% and an assumed health care cost trend rate
of 11.1% for 1996 gradually decreasing to 5.5% by 2004. The
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.
Note 10-Geographic Information
Net Sales
and Other Earnings
Operating From Identifiable
Income Operations Assets
_________ __________ ____________
(In millions)
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
======= ==== ======
1993
United States $ 7,266 $716 $4,407
Foreign 2,545 22 925
_______ ____ ______
$ 9,811 $738 $5,332
======= ==== ======
Earnings from operations represent earnings before other income,
income taxes and cumulative effect of accounting changes.
Identifiable assets exclude cash and cash equivalents,
marketable securities and investments in and advances to
affiliates.
Note 11-Antitrust Investigation and Related Litigation
The Company, along with a number of other domestic and foreign
companies, is the subject of a grand jury investigation into
possible violations of federal antitrust laws and possible
related crimes in the food additives industry. The
investigation is directed towards possible price-fixing with
respect to lysine, citric acid and high fructose corn syrup.
Neither the company nor any director, officer or employee has
been charged in connection with the investigation.
Following public announcement of the investigation, the Company
and certain of its directors and executive officers were named
as defendants in a number of putative class actions alleging
violations of antitrust and securities laws relating to the
Company's marketing practices in the food additives industry,
specifically with respect to lysine, citric acid and high
fructose corn syrup. The plaintiffs generally request
unspecified compensatory and punitive damages, costs, expenses
and unspecified relief. The Company and the individuals named
as defendants intend to vigorously defend these class actions.
These matters could result in the Company being subject to
monetary damages, fines, penalties and other sanctions and
expenses. However, because of the early stage of the
investigation, the ultimate outcome of the investigation and the
putative class actions cannot presently be determined.
Accordingly, no provision for any liability that may result
therefrom has been made in the accompanying consolidated
financial statements.
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 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
management'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 financial condition or results of operations.
10
PAGE 11
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, 1995 and 1994, and the related consolidated statements
of earnings, shareholders' equity and cash flows for each of the
three years in the period ended June 30, 1995. 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, 1995 and 1994, and the consolidated
results of their operations and their cash flows for each of the
three years in the period ended June 30, 1995, in conformity
with generally accepted accounting principles.
As discussed in Note 11 to the consolidated financial
statements, the Company, along with a number of other foreign
and domestic companies, is the subject of a grand jury
investigation into possible violations of federal antitrust laws
and possible related crimes in the food additives industry.
Related civil class actions are pending. Because of the early
stage of the investigation, the ultimate outcome of these
matters cannot presently be determined. Accordingly, no
provision for any liability that may result therefrom has been
made in the accompanying consolidated financial statements.
As discussed in the notes to the consolidated financial
statements, the Company changed its method of accounting for
income taxes and postretirement benefits in 1993.
ERNST & YOUNG, LLP
Minneapolis, Minnesota
July 28, 1995
11
PAGE 12
QUARTERLY FINANCIAL DATA (Unaudited)
Quarter
First Second Third Fourth Total
(In thousands, except per share amounts)
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 .28 .41 .36 .42 1.47
Fiscal 1994
Net sales $2,613,628$2,821,561$3,010,001$2,929,182$11,374,372
Gross profit 223,137 322,337 285,658 306,503 1,137,635
Net earnings 69,063 146,059 131,269 137,678 484,069
Per common share .13 .27 .24 .25 .89
Results for the fourth quarter of fiscal 1995 included a $36 million, or $.07
per share, after tax gain from the sale of the Company's British Arkady bakery
ingredient business.
12
PAGE 13
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, Stock
Exchange of Basle, Switzerland, Stock Exchange of Geneva, Switzerland and the
Stock Exchange of Zurich, Switzerland. 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 1995--Quarter Ended
June 30 18 7/8 17 1/8 .024
March 31 20 17 3/8 .024
December 31 20 1/8 15 3/4 .024
September 30 16 5/8 14 1/4 .015
Fiscal 1994--Quarter Ended
June 30 15 1/8 13 1/2 .015
March 31 16 5/8 13 5/8 .015
December 31 14 1/2 13 1/8 .015
September 30 14 5/8 12 5/8 .014
The number of shareholders of the Company's common stock at June 30, 1995 was
34,385. 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.
13
PAGE 14
TEN-YEAR SUMMARY
Operating, Financial and Other Data (Dollars in thousands, except per share
data)
1995 1994 1993
Operating
Net sales and other operating income $12,671,868 $11,374,372 $9,811,362
Depreciation and amortization 384,872 354,463 328,549
Net earnings 795,915 484,069 567,527
Per common share 1.47 .89 1.00
Cash dividends 46,825 32,586 32,266
Per common share .09 .06 .06
Financial
Working capital $2,540,260 $2,783,817 $2,961,503
Per common share 4.77 5.14 5.23
Current ratio 3.2 3.5 4.1
Inventories 1,473,896 1,422,147 1,131,787
Net property, plant and equipment 3,762,281 3,538,575 3,214,834
Gross additions to property, plant
and equipment 657,915 682,485 572,022
Total assets 9,756,887 8,746,853 8,404,111
Long-term debt 2,070,095 2,021,417 2,039,143
Shareholders' equity 5,854,165 5,045,421 4,883,251
Per common share 10.99 9.32 8.63
Other
Weighted average shares outstanding (000's) 540,715 546,310 566,865
Number of shareholders 34,385 33,940 33,654
Number of employees 14,833 16,013 14,168
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
1995.
Net earnings for 1993 includes a credit of $68 million or $.12 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.
Net earnings for 1986 include an extraordinary loss on debt repurchase of $9
million or $.02 per share.
1992 1991 1990 1989 1988 1987 1986
$9,231,50 $8,468,19 $7,751,3 $7,928,8 $6,798,3 $5,774,6 $5,335,9
2 8 41 36 94 21 75
293,729 261,367 248,113 220,538 183,952 155,899 138,453
503,757 466,678 483,522 424,673 353,058 265,355 230,386
.89 .82 .85 .75 .62 .46 .41
30,789 29,527 25,976 17,271 17,095 16,189 14,199
.05 .05 .05 .03 .03 .03 .03
$2,276,56 $1,674,73 $1,627,4 $1,487,1 $1,408,6 $1,252,4 $1,147,7
4 5 59 51 64 06 57
4.02 2.95 2.85 2.63 2.51 2.18 2.02
3.4 3.0 3.4 3.4 3.0 3.5 4.2
1,025,030 917,495 771,233 694,998 773,702 784,338 521,592
3,060,096 2,695,625 2,131,80 1,832,25 1,661,22 1,478,45 1,315,07
7 8 0 8 5
614,844 911,586 550,851 405,888 370,295 314,730 341,900
7,524,530 6,260,607 5,450,01 4,728,30 4,397,56 3,862,09 3,315,43
0 8 4 1 6
1,562,491 980,273 750,901 690,052 692,878 657,465 570,248
4,492,353 3,922,295 3,573,22 3,033,50 2,630,52 2,367,67 2,075,88
8 3 9 3 7
7.92 6.92 6.26 5.37 4.68 4.13 3.65
568,382 570,350 568,353 563,056 572,854 572,128 563,651
32,377 28,981 26,076 20,382 18,491 17,199 16,815
13,524 13,049 11,861 10,214 9,631 10,573 10,386
14
EX-27
6
FINANCIAL DATA SCHEDULE
5
12-MOS
JUN-30-1995
JUN-30-1995
454,593
664,690
1,013,562
0
1,473,896
3,712,645
7,308,733
3,546,452
9,756,887
1,172,385
2,070,095
3,668,977
0
0
2,185,188
9,756,887
12,671,868
12,671,868
11,029,384
11,029,384
0
0
170,886
1,181,523
385,608
795,915
0
0
0
795,915
1.47
1.47