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    2013 ARCHER DANIELS MIDLAND COMPANY Chairman’s LETTER Proxy STATEMENT Form 10-K


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    SERVING VITAL NEEDS To our Shareholders and Colleagues, In previous letters to you, I have commented on the need for “bifocal” vision: looking ahead, and planning and investing for economic growth; while also looking closely, and driving for results quarter-by-quarter and year-by-year amid constantly changing external conditions. For ADM, this bifocal vision has prompted a streamlining and strengthening of our entire organization to improve our earnings power. At the same time, we are defining our strategy and investing to lay the path to profitable growth. In the process, I believe our 112-year-old company has evolved into a more disciplined, higher-performing organization. Our growing strength was evident in 2013, as global agriculture registered a significant shift—from exceptionally tight global supplies to record harvests. Throughout this dynamic environment, our ADM team managed well, and late in the year—as global crop supplies reached record levels—we began to realize the benefits of our efforts. A solid year For the year, net earnings were $1.34 billion, essentially even with the prior year. Excluding certain non- recurring items, segment operating profit increased year-over-year, from $2.87 billion to $2.95 billion. Our Oilseeds Processing team had an excellent year, with several businesses setting profit and volume records. Corn Processing results were highlighted by the work our ethanol team has done to improve a business that was not meeting our expectations for returns. That work—which included implementing cost-management projects, enhancing risk management and reducing inventories—positioned the group to capitalize on a significantly improved margin environment later in the year. Sweeteners and starches also realized improved results, with good risk management. Though the performance of our Agricultural Services segment was negatively impacted by the lingering effects of 2012’s historic U.S. drought, it was enhanced by consistently strong profits from our milling business. Within the segments, we also saw good performance from some smaller but growing businesses with higher-margin product lines, including protein specialties and lecithin within Oilseeds and our renewable chemicals business in Corn. The earnings improvement we achieved over the course of the year also led to better returns on invested capital. Our trailing four-quarter average adjusted ROIC of 6.6 percent as of Dec. 31, 2013, came in just below our weighted average cost of capital of 6.7 percent. The spread turned positive in the fourth quarter, with the static quarterly spread above our target of 200 basis points. We are working hard to continue this trend. We expect our earnings improvements to continue, and this expectation—along with our strong operating cash flows—enabled us to raise the quarterly cash dividend by 26 percent to 24 cents per share, effective with the March 2014 payment. We are also particularly pleased to have delivered a total shareholder return of 62 percent in 2013. Overall, I credit our good performance both to the geographic and operational diversity of our business model and to our 31,000 colleagues’ unflagging commitment to improving the earnings power of our business and generating returns for our shareholders.


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    Strengthening our earnings power through emphasis on 3C’s A key driver of our recent improvements has been an intense—and enthusiastic—companywide focus on costs, cash and capital—our 3C’s. Costs In 2013, we followed our previous year $150 million reduction in annual run-rate savings with a commitment to achieve an additional $200 million in cost reductions. We are more than half way to our goal, through improvements in technology, procurement and overall operational excellence. Cash In June, we completed a year-long campaign to unlock more than $2 billion in cash by streamlining processes, reducing inventories and other working capital, and divesting non-strategic assets. Beyond generating additional cash for investment, this companywide campaign helped build a culture of “cash-consciousness.” The original target for this campaign was $1 billion, but our team’s success emboldened us to double this challenge, in the same timeframe, and we achieved it. Capital We continued to strengthen our capital processes to ensure that both current and future investments deliver strong returns to shareholders. In 2013, we kept our capital spending under $1 billion, with high-value growth capital targeted mostly outside North America. Advancing our growth strategy The work I have described—to improve our earnings power—both supports and enables our strategy for profitable growth. That strategy is focused on expanding our geographic footprint in origination and select processing, and growing the number and variety of products we make from our agricultural feedstocks. In 2013, we advanced that strategy through investments and partnerships. Our Paraguay soybean crush plant, which increased our total South American soybean processing capacity by about 25 percent, opened in time for the country’s record harvest, and the facility ran hard through its first months in operation. Expansion at our Belém port facility in northern Brazil is nearly complete, and we are awaiting permits that will enable full operations. We believe this investment—along with our plan to increase the size of our South American barge fleet—will build ADM’s competitive position in an increasingly important growing and exporting region. In Europe, we are capitalizing on synergies and complementary operations between ADM and Alfred C. Toepfer International, in which we hold 80 percent ownership. We launched ADMIntermare, which combines both companies’ ocean freight operations and leverages resources, expertise and best practices. We are also advancing our Olenex joint venture with Wilmar International Limited, Asia’s leading agribusiness in which we hold about 16 percent ownership. Olenex markets refined oils, margarines, non- dairy and confectionery fats to food companies throughout Europe.


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    In North America, we began operations at our new biodiesel plant in Lloydminster, Alberta, and opened an intermodal container ramp in Decatur, Illinois. With direct access to three Class I railroads and close proximity to four interstate highways, the intermodal ramp enables ADM to lower our own transportation costs and offer transportation and logistics expertise to third parties. It also provides a platform for economic growth in central Illinois. In Australia, we were disappointed by the government’s rejection of our bid to acquire 100 percent of GrainCorp. We maintain approximately 20 percent ownership of the company and are committed to supporting opportunities that build value. Strong balance sheet enables investment for returns Our strong balance sheet represents a significant advantage for ADM as we continue identifying high- value growth opportunities. In 2013, our ratio of net debt to total capital improved significantly, thanks to a focus on capital efficiency and generating cash. For 2014, our projected capital expenditures include about $400 million in maintenance, $100 million in an enterprise resource planning project, and $900 million in growth capital and cost-reduction projects—with more than 60 percent of growth spending targeted outside the U.S. We also plan to return $1.4 billion to shareholders through dividends and share repurchase. And we are quite confident that our balance sheet can also support good M&A opportunities that may arise. Optimizing our business portfolio Our focus on returns also extends to our existing portfolio. We continue to assess and work to optimize the portfolio, directing resources to where they can create the greatest value—including investing in higher-margin businesses while considering various options, including divestiture, for businesses that don’t meet our returns expectations.


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    Positioning for a global future As we take a “bifocal” view of our company, we recognize that our markets, our work and our opportunities are increasingly global. That awareness is reflected in our decision to establish a new global headquarters and customer center. Located in Chicago, the new global center will make it easier for us to meet and work with customers, business partners, investors and colleagues around the globe. It will also help us attract and retain the strong, global leaders we will need to ensure our current and future success. During 2013, we made progress increasing our talent pool with experienced new hires who brought additional capabilities and global perspective to the team. As we talk about strong, global leaders, I am pleased to say that in February we named Juan Luciano president of the company. Juan is the 12th person to serve as president in our 112-year history. His promotion recognized the excellent results he has achieved, particularly as he has focused the ADM team on improved returns, and I am confident that as president, in partnership with his colleagues, he will continue to create greater value for ADM’s shareholders. As I reflect on accomplishments of the past year, I’m proud of the tremendous work our teams did to help ADM navigate a wide range of market conditions while improving our earnings power and delivering strong returns. And, I’m excited about what this performance says for our prospects going forward. With strong global demand for our products, crops in abundant supply, and a world economy that continues to improve, I believe the future looks bright. I look forward to working with our outstanding teams around the world to continue creating value as we fulfill our purpose of serving vital needs. Sincerely, Patricia A. Woertz Chairman and CEO


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    Proxy STATEMENT ARCHER DANIELS MIDLAND COMPANY 2013


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    ARCHER-DANIELS-MIDLAND COMPANY 4666 Faries Parkway, Decatur, Illinois 62526-5666 NOTICE OF ANNUAL MEETING To All Stockholders: NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Archer-Daniels-Midland Company, a Delaware corporation, will be held at the JAMES R. RANDALL RESEARCH CENTER located at 1001 Brush College Road, Decatur, Illinois, on Thursday, May 1, 2014, commencing at 8:30 A.M., for the following purposes: (1) To elect Directors to hold office until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified; (2) To ratify the appointment by the Board of Directors of Ernst & Young LLP as independent auditors to audit the accounts of the Company for the fiscal year ending December 31, 2014; (3) To consider an advisory vote on the compensation of our named executive officers; (4) To consider and act upon the stockholder’s proposal set forth in the accompanying proxy statement, if such proposal is properly presented; and (5) To transact such other business as may properly come before the meeting. By Order of the Board of Directors D. C. FINDLAY, SECRETARY March 21, 2014 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 1, 2014: THE PROXY STATEMENT AND ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT www.adm.com/proxy


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    ARCHER-DANIELS-MIDLAND COMPANY 4666 Faries Parkway, Decatur, Illinois 62526-5666 March 21, 2014 PROXY STATEMENT General Matters Our board of directors asks that you complete the accompanying proxy for the annual stockholders’ meeting. The meeting will be held at the time, place, and location mentioned in the Notice of Annual Meeting included in this mailing. We are first mailing our stockholders this proxy statement and a proxy form (included in this mailing) around March 21, 2014. We pay the costs of soliciting proxies from our stockholders. We have retained Georgeson Inc. to help us solicit proxies. We will pay Georgeson Inc. $24,000 plus reasonable expenses for its services. Our officers may solicit proxies by means other than mail. Our other employees or employees of Georgeson Inc. may also solicit proxies in person or by telephone, mail, or the internet at a cost we expect will be nominal. We will reimburse brokerage firms and other securities custodians for their reasonable expenses in forwarding proxy materials to their principals. We have a policy of keeping confidential all proxies, ballots, and voting tabulations that identify individual stockholders. Such documents are available for examination only by the inspectors of election, our transfer agent and certain employees associated with processing proxy cards and tabulating the vote. We will not disclose any stockholder’s vote except in a contested proxy solicitation or as may be necessary to meet legal requirements. Our common stock stockholders of record at the close of business on March 10, 2014, are the only people entitled to notice of the annual meeting and to vote at the meeting. At the close of business on March 10, 2014, we had 655,764,086 outstanding shares of common stock, each share being entitled to one vote on each of the twelve director nominees and on each of the other matters to be voted on at the meeting. Our stockholders are the only people entitled to attend the annual meeting. We reserve the right to direct stockholder representatives with the proper documentation to an alternative room to observe the meeting. All stockholders will need a form of photo identification to attend the annual meeting. If you are a stockholder of record and plan to attend, please detach the admission ticket from the top of your proxy card and bring it with you to the meeting. The number of people we will admit to the meeting will be determined by how the shares are registered, as indicated on the admission ticket. If you are a stockholder whose shares are held by a broker, bank, or other nominee, please request an admission ticket by writing to our office at Archer-Daniels- Midland Company, Shareholder Relations, 4666 Faries Parkway, Decatur, Illinois 62526-5666. Your letter to our office must include evidence of your stock ownership. You can obtain evidence of ownership from your broker, bank, or nominee. The number of tickets sent will be determined by the manner in which shares are registered. If your request is received by April 17, 2014, an admission ticket will be mailed to you. Entities such as a corporation or limited liability company that are stockholders may send one representative to the annual meeting and the representative should have a pre-existing relationship with the entity represented. All other admission tickets can be obtained at the registration table located at the James R. Randall Research Center lobby beginning at 7:30 A.M. on the day of the meeting. Stockholders who do not pre-register will be admitted to the meeting only upon verification of stock ownership. The use of cameras, video or audio recorders or other recording devices in the James R. Randall Research Center is prohibited. The display of posters, signs, banners or any other type of signage by any stockholder in the James R. Randall Research Center is also prohibited. Firearms are also prohibited in the James R. Randall Research Center. Any request to deviate from the admittance guidelines described above must be in writing, addressed to our office at Archer-Daniels-Midland Company, Secretary, 4666 Faries Parkway, Decatur, Illinois 62526-5666 and received by us by April 17, 2014. We will also have personnel in the lobby of the James R. Randall Research Center beginning at 7:30 A.M. on the day of the meeting to consider special requests.


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    If you properly execute the enclosed proxy form, your shares will be voted at the meeting. You may revoke your proxy form at any time prior to voting by: (1) delivering written notice of revocation to our Secretary; (2) delivering to our Secretary a new proxy form bearing a date later than your previous proxy; or (3) attending the meeting and voting in person (attendance at the meeting will not, by itself, revoke a proxy). Under our bylaws, directors are elected by a majority vote in an uncontested election (one in which the number of nominees is the same as the number of directors to be elected) and by a plurality vote in a contested election (one in which the number of nominees exceeds the number of directors to be elected). Because this year’s election is an uncontested election, each director nominee receiving a majority of votes cast will be elected (the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that nominee). Approval of each other proposal presented in the proxy statement requires the affirmative vote of the holders of a majority of the outstanding shares of common stock present in person or by proxy at the meeting and entitled to vote on that matter. Shares not present at the meeting and shares voting “abstain” have no effect on the election of directors. For the other proposals to be voted on at the meeting, abstentions are treated as shares present or represented and voting, and therefore have the same effect as negative votes. Broker non-votes (shares held by brokers who do not have discretionary authority to vote on the matter and have not received voting instructions from their clients) are counted toward a quorum, but are not counted for any purpose in determining whether a matter has been approved. Principal Holders of Voting Securities Based upon filings with the Securities and Exchange Commission (“SEC”), we know that the following stockholders are beneficial owners of more than 5% of our outstanding common stock shares: Name and Address of Beneficial Owner Amount Percent of Class State Farm Mutual Automobile Insurance Company . . . . . . . . . . . . . . 56,598,579(1) 8.59 and related entities One State Farm Plaza Bloomington, IL 61710 The Vanguard Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,613,785(2) 5.56 100 Vanguard Blvd. Malvern, PA 19355 BlackRock, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,116,834(3) 5.00 40 East 52nd Street New York, NY 10022 State Street Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,036,387(4) 5.20 One Lincoln Street Boston, MA 02111 (1) Based on a Schedule 13G filed with the SEC on February 12, 2014, State Farm Mutual Automobile Insurance Company and related entities have shared voting and dispositive power with respect to 303,837 shares and sole voting and dispositive power with respect to 56,294,742 shares. (2) Based on a Schedule 13G filed with the SEC on February 11, 2014, The Vanguard Group has sole voting power with respect to 1,073,174 shares, sole dispositive power with respect to 35,600,833 shares, and shared dispositive power with respect to 1,012,952 shares. (3) Based on a Schedule 13G filed with the SEC on January 28, 2014, BlackRock, Inc. has sole voting power with respect to 27,155,380 shares and sole dispositive power with respect to 33,116,834 shares. (4) Based on a Schedule 13G filed with the SEC on February 4, 2014, State Street Corporation has shared voting and dispositive power with respect to 34,036,387 shares. 2


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    Proposal No. 1 — Election of Directors Our board of directors has fixed the size of the board at twelve. Unless you provide different directions, we intend for board-solicited proxies (like this one) to be voted for the nominees named below. Eleven of the twelve nominees proposed for election to the board of directors are presently members of the board and have previously been elected by our stockholders. The new nominee for election is Mr. Francisco Sanchez. Mr. Sanchez was identified by the Nominating/Corporate Governance Committee as a potential nominee and was recommended by the Nominating/Corporate Governance Committee after it had completed its interview and vetting process. If elected, the nominees would hold office until the next annual stockholders’ meeting and until their successors are elected and qualified. If any nominee for director becomes unable to serve as a director, the persons named in the proxy may vote for a substitute who will be designated by the board of directors. Alternatively, the board of directors could reduce the size of the board. The board has no reason to believe that any nominee will be unable to serve as a director. Our bylaws require that each director be elected by a majority of votes cast with respect to that director in an uncontested election (where the number of nominees is the same as the number of directors to be elected). In a contested election (where the number of nominees exceeds the number of directors to be elected), the plurality voting standard governs the election of directors. Under the plurality standard, the number of nominees equal to the number of directors to be elected who receive more votes than the other nominees are elected to the board, regardless of whether they receive a majority of the votes cast. Whether an election is contested or not is determined as of the day before we first mail our meeting notice to stockholders. This year’s election was determined to be an uncontested election, and the majority vote standard will apply. If a nominee who is serving as a director is not elected at the annual meeting, Delaware law provides that the director would continue to serve on the board as a “holdover director.” However, under our Corporate Governance Guidelines, each director annually submits an advance, contingent, irrevocable resignation that the board may accept if the director fails to be elected through a majority vote in an uncontested election. In that situation, the Nominating/Corporate Governance Committee would make a recommendation to the board about whether to accept or reject the resignation. The board will act on the Nominating/Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days after the date the election results are certified. The board will nominate for election or re-election as director, and will elect as directors to fill vacancies and new directorships, only candidates who agree to tender the form of resignation described above. If a nominee who was not already serving as a director fails to receive a majority of votes cast at the annual meeting, Delaware law provides that the nominee does not serve on the board as a “holdover director.” 3


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    The table below lists the nominees, their ages, positions with our company, principal occupations, current directorships of other publicly-owned companies, directorships of other publicly-owned companies held within the past five years, the year in which each first was elected as a director, and the number of shares of common stock beneficially owned as of March 10, 2014, directly or indirectly. Unless otherwise indicated in the footnotes to the following table, and subject to community property laws where applicable, we believe that each nominee named in the table below has sole voting and investment power with respect to the shares indicated as beneficially owned. Unless otherwise indicated, all of the nominees have been executive officers of their respective companies or employed as otherwise specified below for at least the last five years. Year First Name, Age, Principal Occupation or Elected Common Percent Position, Directorships of Other as Stock of Publicly-Owned Companies Director Owned Class Alan L. Boeckmann, 65 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2012 15,156(1) * Non-Executive Chairman of Fluor Corporation (an engineering and construction firm) from February, 2011 – February, 2012; Chairman and Chief Executive Officer of Fluor Corporation from February, 2002 – February, 2011; Director of Sempra Energy; Director of BHP Billiton and Burlington Northern Santa Fe within the past five years. Mollie Hale Carter, 51 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1996 11,675,093(2) 1.78 Chairman, Chief Executive Officer and President, Sunflower Bank and Vice President, Star A, Inc. (a farming and ranching operation); Director of Westar Energy, Inc. Terrell K. Crews, 58 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 11,831(3) * Executive Vice President, Chief Financial Officer and Vegetable Business Chief Executive Officer of Monsanto Company (an agricultural company) from September, 2007 – November, 2009; Executive Vice President and Chief Financial Officer of Monsanto Company from 2000 – 2007; Director of Rock-Tenn Company and Hormel Foods Corporation; Director of Smurfit-Stone Container Corporation within the past five years. Pierre Dufour, 59 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2010 21,056(4) * Senior Executive Vice President of Air Liquide Group (a leading provider of gases for industry, health and the environment) since November, 2007; Executive Vice President of Air Liquide Group since 2002; Director of Air Liquide S.A. Donald E. Felsinger, 66 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 37,704(1) * Executive Chairman of Sempra Energy (an energy services company) from June, 2011 – December, 2012; Chairman and Chief Executive Officer of Sempra Energy from February, 2006 – June, 2011; President and Chief Operating Officer of Sempra Energy beginning in January, 2005; Director of Northrup Grumman Corporation. Antonio Maciel Neto, 56 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2006 28,538(1) * Chief Executive Officer of CAOA Group (a Brazilian vehicle distributor and manufacturer) since March, 2013; Director of Suzano Papel e Celulose since April 2013; Chief Executive Officer of Suzano Papel e Celulose (a Brazilian paper and pulp company) from June, 2006 – January, 2013; President of Ford South America from October, 2003 – April, 2006; President of Ford Brazil from July, 1999 – October, 2003; Director of Marfrig Alimentos S.A. Patrick J. Moore, 59 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2003 50,182(1) * President and Chief Executive Officer of PJM Advisors, LLC (an investment and advisory firm) since June, 2011; Chief Executive Officer of Smurfit-Stone Container Corporation from June, 2010 – May, 2011; Chairman and Chief Executive Officer of Smurfit-Stone Container Corporation from 2002 – June, 2010; Director of Exelis, Inc.; Director of Smurfit-Stone Container Corporation and Ralcorp Holdings, Inc. within the past five years(5). 4


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    Year First Name, Age, Principal Occupation or Elected Common Percent Position, Directorships of Other as Stock of Publicly-Owned Companies Director Owned Class Thomas F. O’Neill, 67 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2004 34,518(1) * Co-Chief Executive Officer of Kimberlite Advisors since October, 2013; Chairman of the holding company of First Allied (a broker dealer) and Chairman of Ranieri Partners Financial Services Group (a company which acquires and manages financial services companies) from November, 2010 – October, 2013; Principal, Sandler O’Neill & Partners, L.P. from 1988 – November, 2010; Director of The Nasdaq OMX Group, Inc. and Misonix, Inc. Francisco Sanchez, 54 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 * Senior Managing Director of Pt. Capital (a private equity firm) and Chairman of CNS Global Consulting (an international trade and investment consulting firm) since November, 2013; Under Secretary for International Trade, U.S. Department of Commerce from March, 2010 – November, 2013; Senior Advisor, U.S. Department of Commerce from May, 2009 – March, 2010. Daniel Shih, 62 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2012 4,236(1) * Deputy Chairman, Executive Director and Chief Strategy Officer of Stella International Holdings Limited (a developer and manufacturer of footwear) from May, 2008 – August, 2013; Chairman of PepsiCo (China) Investment Ltd. and President, PepsiCo Beverages, China from October, 2006 – April, 2008. Kelvin R. Westbrook, 58 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2003 47,430(1) * President and Chief Executive Officer of KRW Advisors, LLC (a consulting and advisory firm) since October, 2007; Chairman and Chief Strategic Officer of Millennium Digital Media Systems, L.L.C. (a broadband services company) (“MDM”)(6) from approximately September, 2006 – October, 2007; President and Chief Executive Officer of Millennium Digital Media, L.L.C. from May 1997 – October, 2006; Director of Stifel Financial Corp. and T-Mobile USA, Inc. and Trust Manager of Camden Property Trust; Director of Angelica Corporation within the past five years. Patricia A. Woertz, 61 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2006 2,804,663(7) * Chairman of the Board and Chief Executive Officer since February, 2014; Chairman of the Board, Chief Executive Officer and President from February, 2007 – February, 2014; Chief Executive Officer and President from May, 2006 – February, 2007; previously Executive Vice President of Chevron Corporation (a diversified energy company); Director of The Procter & Gamble Company. * Less than 1% of outstanding shares (1) Includes only stock units allocated under our Stock Unit Plan for Nonemployee Directors that are deemed to be the equivalent of outstanding shares of common stock for valuation purposes. (2) Includes 2,629,545 shares held in a family foundation or owned by or in trust for members of Ms. Carter’s family, 8,918,000 shares held in a limited partnership and 127,548 stock units allocated under our Stock Unit Plan for Nonemployee Directors. (3) Includes 760 shares owned individually and 11,071 stock units allocated under our Stock Unit Plan for Nonemployee Directors. (4) Includes 5,700 shares owned individually and 15,356 stock units allocated under our Stock Unit Plan for Nonemployee Directors. (5) Smurfit-Stone Container Corporation and its U.S. and Canadian subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in January 2009. (6) Broadstripe, LLC (formerly MDM) and certain of its affiliates filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in January, 2009, approximately fifteen months after Mr. Westbrook resigned from MDM. (7) Includes 976,669 shares owned individually or in trust, 1,827,320 shares that are unissued but are subject to stock options exercisable within 60 days and 674 shares allocated under our 401(k) and Employee Stock Ownership Plan. The Board of Directors recommends a vote FOR the election of the twelve nominees named above as directors. Proxies solicited by the Board will be so voted unless stockholders specify a different choice. 5


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    Director Experiences, Qualifications, Attributes and Skills, and Board Diversity In assessing an individual’s qualifications to become a member of the board, the Nominating/Corporate Governance Committee may consider various factors including education, experience, judgment, independence, integrity, availability, and other factors that the Nominating/Corporate Governance Committee deems appropriate. The Nominating/Corporate Governance Committee strives to recommend candidates that complement the current board members and other proposed nominees so as to further the objective of having a board that reflects a diversity of background and experience with the necessary skills to effectively perform the functions of the board and its committees. In addition, the Nominating/Corporate Governance Committee considers personal characteristics of nominees and current board members, including race, gender and geographic origin, in an effort to obtain a diversity of perspectives on the board. The specific experience, qualifications, attributes and skills that qualify each of our directors to serve on our board are listed below: Alan L. Boeckmann Prior to retiring in February, 2012, Mr. Boeckmann served in a variety of engineering and executive management positions during his 35-plus year career with Fluor Corporation, including non-executive Chairman of the Board from 2011-2012, Chairman of the Board and Chief Executive Officer from 2002-2011, and President and Chief Operating Officer from 2001-2002. His tenure with Fluor Corporation included responsibility for global operations and multiple international assignments. Mr. Boeckmann currently serves as a director of Sempra Energy and as a trustee and director of Eisenhower Medical Center in Rancho Mirage, California. He has previously served on the boards of BHP Billiton and Burlington-Northern Santa Fe. Mr. Boeckmann has been an outspoken business leader in promoting international standards for business ethics. His extensive board and executive management experience, coupled with his commitment to ethical conduct in international business activities, makes him a valuable addition to our board of directors. Mollie Hale Carter Ms. Carter has twenty-six years of business experience in the agricultural sector, including consulting, finance and operations. Ms. Carter also has served since 1995 as the Chairman and/or Chief Executive Officer of a regional financial institution based in Salina, Kansas. Ms. Carter’s qualifications to serve as a director of the company include her substantial leadership experience as a chief executive officer, her financial expertise, her service as a director of Westar Energy, Inc., her previous service as a director of Premium Standard Farms, Inc., and her significant experience in the agricultural sector. Terrell K. Crews Mr. Crews retired from Monsanto Company in November 2009. He served as Executive Vice President, Chief Financial Officer and Vegetable Business CEO for Monsanto Company from September 2007 to November 2009, and Executive Vice President and Chief Financial Officer from 2000 to 2007. Mr. Crews brings to our board of directors extensive expertise in finance and related functions, as well as significant knowledge of corporate development, agri-business and international operations. Pierre Dufour Mr. Dufour is Senior Executive Vice President of Air Liquide Group, the world leader in gases for industry, health and the environment. Having joined Air Liquide in 1997, Mr. Dufour was named Senior Executive Vice President in November 2007. Since January 2010, he has supervised Air Liquide’s operations in the Americas, Africa-Middle East and Asia-Pacific zones, while also overseeing, globally, Air Liquide’s industrial World 6


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    Business Lines, Engineering and Construction. Mr. Dufour was elected to the board of Air Liquide S.A. in May, 2012. Mr. Dufour’s qualifications to serve as a director of our company include his substantial leadership, engineering, operations management and international business experience. Donald E. Felsinger Mr. Felsinger brings extensive experience as a board member, chair and CEO with Fortune 500 companies. Mr. Felsinger retired as Executive Chairman of Sempra Energy in December 2012. His leadership roles at Sempra Energy and other energy companies have allowed him to provide our board of directors with his expertise in mergers and acquisitions, environmental matters, corporate governance, strategic planning, engineering, finance, human resources, compliance, risk management, international business and public affairs. Antonio Maciel Neto Mr. Maciel was named Chief Executive Officer of CAOA Group, a large Brazilian vehicle distributor and manufacturer, in March 2013. Mr. Maciel served as Chief Executive Officer of Suzano Papel e Celulose S/A, one of Latin America’s largest vertically integrated producers of paper and eucalyptus pulp, from June 2006 to January 2013. From 1999 to May 2006, Mr. Maciel held various executive positions with Ford Motor Company, including Chief Executive Officer of Ford South America Operations. Mr. Maciel’s qualifications to serve on our board of directors include his substantial leadership, international business, environmental and sustainability, engineering, product development and innovations and operations management experience. Patrick J. Moore Mr. Moore retired as Chief Executive Officer of Smurfit-Stone Container Corporation in 2011, and held positions of increasing importance at Smurfit-Stone and related companies since 1987. Prior to 1987, Mr. Moore served 12 years at Continental Bank in various corporate lending, international banking and administrative positions. Mr. Moore brings to our board of directors his substantial experience in leadership, banking and finance, strategy development, sustainability and operations management. Thomas F. O’Neill Mr. O’Neill has worked on Wall Street since 1972 and, as a founding principal of a nationally-recognized investment bank, he has broad experience in the areas of finance, mergers and acquisitions and business development. Mr. O’Neill specializes in working with financial institutions and his substantial experience in the finance community contributes to his role as a director and member of the Compensation/Succession Committee. Francisco Sanchez Mr. Sanchez is a Senior Managing Director at Pt. Capital, a private equity firm focused on responsible investments in the Pan Arctic. In addition, he is the founder and Chairman of the Board of CNS Global Consulting, a firm focused on international trade and investment. He is also a non-resident Fellow at the Brookings Institution. In 2009 President Obama nominated Mr. Sanchez to be the Under Secretary for International Trade at the U.S. Department of Commerce. He was later unanimously confirmed by the U.S. Senate. Mr. Sanchez served in that role until November of 2013. There he was responsible for strengthening the competitiveness of U.S. industry, promoting trade and investment, enforcing trade laws and agreements, and implementing the President’s National Export Initiative. Mr. Sanchez will bring to our board of directors substantial experience in public policy, international trade and international investment. Daniel Shih Mr. Shih served as Deputy Chairman, Executive Director and Chief Strategy Officer of Stella International Holdings Limited, a company listed on the Main Board of the Hong Kong Stock Exchange, from May 2008 to August 2013. He previously held executive positions with PepsiCo (China) Investment Ltd. and Motorola 7


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    (China) Electronic Ltd. Mr. Shih’s qualifications to serve as a director of the company include his extensive business experience in Asia and his expertise in business strategy, leadership development, joint ventures and mergers and acquisitions. Kelvin R. Westbrook Mr. Westbrook brings legal, media and marketing expertise to the board of directors. He is a former partner of a national law firm, was the President, Chief Executive Officer and co-founder of two large cable television and broadband companies and was or is a member of the board of numerous high-profile companies, including T-Mobile USA, Inc. and the National Cable Satellite Corporation, better known as C-SPAN. Mr. Westbrook currently serves on the boards of two other public companies and a multi-billion dollar not-for-profit healthcare services company. Patricia A. Woertz Prior to joining the company, Ms. Woertz held positions of increasing importance at Chevron Corporation and its predecessor companies. Having started her career as a certified public accountant with Ernst & Ernst, and with a broad range of executive roles at Chevron Corporation and its predecessor companies, Ms. Woertz brings to the board of directors of our company a significant amount of leadership, strategy development, risk management, mergers and acquisitions, international business, marketing, finance and technology experience. Board Leadership Structure Our company’s board of directors does not have a current requirement that the roles of Chief Executive Officer and Chairman of the Board be either combined or separated, because the board believes it is in the best interests of our company to make this determination based on the position and direction of our company and the constitution of the board and management team. The board regularly evaluates whether the roles of Chief Executive Officer and Chairman of the Board should be combined or separated. The board has determined that having our company’s Chief Executive Officer serve as Chairman is in the best interest of our stockholders at this time. The Chief Executive Officer is responsible for the day-to-day management of our company and the development and implementation of our company’s strategy, and has access to the people, information and resources necessary to facilitate board function. Therefore, the board believes that combining the roles of Chief Executive Officer and Chairman contributes to an efficient and effective board. The non-management directors typically elect a Lead Director at the board’s annual meeting. Ms. Carter is currently serving as Lead Director. The board believes that naming an independent Lead Director more properly reflects the accountability and responsibilities that accompany a non-executive position and does not believe that our stockholders would benefit at this time by having the roles of Chief Executive Officer and Chairman of the Board filled by different individuals. Our Lead Director provides the board with independent leadership and facilitates the independence of the board from management. In accordance with our Corporate Governance Guidelines, the Lead Director: (i) presides at all meetings of the board at which the Chairman is not present, including executive sessions of the independent directors; (ii) serves as liaison between the Chairman and the independent directors; (iii) consults with the Chairman on meeting agendas, schedules and information provided to the board; (iv) has the authority to call meetings of the independent directors; and (v) if requested by major stockholders, ensures that he or she is available for consultation and direct communication. In addition to appointing a Lead Director, our non-management directors facilitate the board’s independence by meeting frequently as a group and fostering a climate of transparent communication. The high level of contact between our Lead Director and our Chairman between board meetings and the specificity contained in the board’s delegation of authority parameters also serve to foster effective board leadership. 8


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    Board Role in Risk Oversight Management is responsible for day-to-day risk assessment and mitigation activities, and our company’s board of directors is responsible for risk oversight, focusing on our company’s overall risk management strategy, our company’s degree of tolerance for risk and the steps management is taking to manage our company’s risks. While the board as a whole maintains the ultimate oversight responsibility for risk management, the committees of the board can be assigned responsibility for risk management oversight of specific areas. The Audit Committee currently maintains responsibility for overseeing our company’s enterprise risk management process and regularly discusses our company’s major risk exposures, the steps management has taken to monitor and control such exposures, and guidelines and policies to govern our company’s risk assessment and risk management processes. The Audit Committee periodically reports to our board of directors regarding significant matters identified with respect to the foregoing. The Nominating/Corporate Governance Committee has the authority to assign oversight of risk areas to specific committees as the need arises. Management has established an Integrated Risk Management Committee consisting of personnel representing multiple functional and regional areas within our company, with broad oversight of the risk management process. Such committee’s responsibilities and objectives include: • ensuring implementation and maintenance of a process to identify, evaluate and prioritize risks to achievement of our company’s objectives; • ensuring congruence of risk decisions with our company’s values, policies, procedures, measurements, and incentives or disincentives; • supporting the integration of risk assessment and controls into mainstream business processes and decision-making; • clearly identifying roles and responsibilities across our company in regard to risk assessment and control functions; • promoting consistency and standardization in risk identification and controls across our company; • ensuring sufficient information capabilities and information flow to support risk identification and controls and alignment of technology assets; • regularly evaluating the overall design and operation of the risk assessment and control process, including development of relevant metrics and indicators; and • reporting regularly to senior management and our board regarding the above-described processes and the most significant risks to our company’s objectives. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our directors and executive officers to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Based on our review of Forms 3, 4 and 5 we have received from, or have filed on behalf of, our directors and executive officers, and on written representations from those persons that they were not required to file a Form 5, we believe that, during the fiscal year ended December 31, 2013, the following persons filed the number of late reports or failed to file reports representing the number of transactions set forth after his or her name: D. R. Ostermann, 1 report/1 transaction. Executive Stock Ownership Policy The board of directors believes that it is important for each member of our senior management to acquire and maintain a significant ownership position in shares of our common stock to further align the interests of senior management with the stockholders’ interests. Accordingly, we have adopted a policy regarding ownership of shares of our common stock by senior management. The policy calls for members of senior management to 9


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    own shares of common stock with a fair market value within a range of one to five times that individual’s base salary, depending on each individual’s level of responsibility with our company. The stock ownership guidelines applicable to the named executive officers (as defined herein) are set forth below. Ownership Guideline as a Executive Multiple of Salary P. A. Woertz . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5x J. R. Luciano . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3x R. G. Young . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3x D. C. Findlay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3x C. E. Huss(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5x (1) Mr. Huss retired as an executive officer and employee of our company effective December 31, 2013 and is no longer subject to the stock ownership guideline. Executive Officer Stock Ownership The following table shows the number of shares of our common stock beneficially owned as of March 10, 2014, directly or indirectly, by each of the individuals named in the Summary Compensation Table herein. Common Options Stock Exercisable Percent Beneficially Within 60 of Name Owned(1) Days Class P. A. Woertz . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,804,663 1,827,320 * J. R. Luciano . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 514,403 131,254 * R. G. Young . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 228,859 63,202 * D.C. Findlay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114,351 — * C. E. Huss(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218,265 113,692 * * Less than 1% of outstanding shares (1) Includes shares allocated to the accounts of the named individuals under our 401(k) and Employee Stock Ownership Plan and, pursuant to SEC rules, stock options exercisable within 60 days. (2) Mr. Huss’s information is reported as of December 31, 2013. Common stock beneficially owned as of March 10, 2014 by all directors, director nominees and executive officers as a group, numbering 33 persons including those listed above, except for Mr. Huss, who retired as an executive officer and employee of our company effective December 31, 2013, is 17,364,986 shares representing 2.65% of the outstanding shares, of which 371,739 shares represent stock units allocated under our Stock Unit Plan for Nonemployee Directors, 2,826,858 shares are unissued but are subject to stock options exercisable within 60 days and no shares are subject to pledge. Independence of Directors NYSE Independence The listing standards of the New York Stock Exchange, or NYSE, require companies listed on the NYSE to have a majority of “independent” directors. Subject to certain exceptions and transition provisions, the NYSE standards generally provide that a director will qualify as “independent” if the board affirmatively determines that he or she has no material relationship with our company other than as a director, and will not be considered independent if: (1) the director or a member of the director’s immediate family is, or in the past three years has been, one of our executive officers or, in the case of the director, one of our employees; (2) the director or a member of the director’s immediate family has received during any 12-month period within the last three years more than $120,000 per year in direct compensation from us other than for 10


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    service as a director, provided that compensation received by an immediate family member for service as a non-executive officer employee is not considered in determining independence; (3) the director or an immediate family member is a current partner of one of our independent auditors, the director is employed by one of our independent auditors, a member of the director’s immediate family is employed by one of our independent auditors and personally works on our audits, or the director or a member of the director’s immediate family was within the last three years an employee of one of our independent auditors and personally worked on one of our audits; (4) the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers at the same time serves or served on the compensation committee; or (5) the director is a current employee of, or a member of the director’s immediate family is an executive officer of, a company that makes payments to, or receives payments from, us in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues. Bylaw Independence Section 2.8 of our bylaws also provides that a majority of the board of directors be comprised of independent directors. Under our bylaws, an “independent director” means a director who: (1) is not a current employee or a former member of our senior management or the senior management of one of our affiliates; (2) is not employed by one of our professional services providers; (3) does not have any business relationship with us, either personally or through a company of which the director is an officer or a controlling shareholder, that is material to us or to the director; (4) does not have a close family relationship, by blood, marriage, or otherwise, with any member of our senior management or the senior management of one of our affiliates; (5) is not an officer of a company of which our Chairman or Chief Executive Officer is also a board member; (6) is not personally receiving compensation from us in any capacity other than as a director; and (7) does not personally receive or is not an employee of a foundation, university, or other institution that receives grants or endowments from us, that are material to us, the recipient, or the foundation/ university/institution. The board of directors has reviewed business and charitable relationships between us and each non- employee director and director nominee to determine compliance with the NYSE and bylaw standards described above and to evaluate whether there are any other facts or circumstances that might impair a director’s or nominee’s independence. Based on that review, the board has determined that ten of its eleven current members, Messrs. Boeckmann, Crews, Dufour, Felsinger, Maciel, Moore, O’Neill, Shih and Westbrook, and Ms. Carter, are independent and that Mr. Sanchez, a director nominee, is also independent. Ms. Woertz is not independent under the NYSE or bylaw standards because of her employment with us. In determining that Mr. Boeckmann is independent, the board considered that, in the ordinary course of business, Sempra Energy, of which Mr. Boeckmann is a director, sold utility services to our company, on an arms-length basis during the fiscal year ended December 31, 2013. The board determined that Mr. Boeckmann does not have a direct or indirect material interest in such transactions and that such transactions do not otherwise impair Mr. Boeckmann’s independence. 11


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    In determining that Ms. Carter is independent, the board considered that, during the fiscal year ended December 31, 2013, the company purchased utility services from Westar Energy Inc. in the ordinary course of business and on an arms-length basis. Ms. Carter is a director of Westar Energy Inc. The board determined that Ms. Carter does not have a direct or indirect material interest in such utility transactions, and that such utility transactions do not otherwise impair Ms. Carter’s independence. In determining that Mr. Crews is independent, the board considered that, in the ordinary course of business, Rock-Tenn Company, of which Mr. Crews is a director, purchased certain commodity products from our company and sold certain supplies to our company and that Hormel Foods Corporation, of which Mr. Crews is a director, purchased certain commodity products from our company, all on an arms-length basis during the fiscal year ended December 31, 2013. The board determined that Mr. Crews does not have a direct or indirect material interest in such transactions and that such transactions do not otherwise impair Mr. Crews’ independence. In determining that Mr. Dufour is independent, the board considered that, in the ordinary course of business, Air Liquide Group, of which Mr. Dufour is Senior Executive Vice President and a director, sold certain supplies and commodity products to our company on an arms-length basis during the fiscal year ended December 31, 2013. The board determined that this arrangement did not exceed the NYSE’s threshold of 2% of Air Liquide Group’s consolidated gross revenues, that Mr. Dufour does not have a direct or indirect material interest in such transactions, and that such transactions do not otherwise impair Mr. Dufour’s independence. In determining that Mr. Maciel is independent, the board considered that, in the ordinary course of business, CAOA Group, of which Mr. Maciel is Chief Executive Officer, sold automobiles and maintenance services to our Company on an arms-length basis during the fiscal year ended December 31, 2013. The board determined that this arrangement did not exceed the NYSE’s threshold of 2% of CAOA Group’s consolidated gross revenues, that Mr. Maciel does not have a direct or indirect material interest in such transactions and that such transactions do not otherwise impair Mr. Maciel’s independence. In determining that Mr. Moore is independent, the board considered that, in the ordinary course of business, Ralcorp Holdings, Inc., of which Mr. Moore was a director for a portion of the fiscal year ended December 31, 2013, purchased certain commodity products from, and sold certain products to, our company, on an arms-length basis during such period. The board determined that Mr. Moore does not have a direct or indirect material interest in such transactions, and that such transactions do not otherwise impair Mr. Moore’s independence. In determining that Mr. Westbrook is independent, the board considered that, in the ordinary course of business, Stifel Financial Corp., of which Mr. Westbrook is a director, provided certain brokerage services to our company and that T-Mobile USA, Inc., of which Mr. Westbrook is a director, provided certain telecommunications services to our company, all on an arms-length basis during the fiscal year ended December 31, 2013. The board determined that Mr. Westbrook does not have a direct or indirect material interest in such transactions and that such transactions do not otherwise impair Mr. Westbrook’s independence. Corporate Governance Guidelines The board has adopted corporate governance guidelines that govern the structure and functioning of the board and set-out the board’s policies on governance issues. The guidelines, along with the written charters of each of the committees of the board and our bylaws, are posted on our internet site, www.adm.com, and are available free of charge on written request to the Secretary, Archer-Daniels-Midland Company, 4666 Faries Parkway, Decatur, Illinois 62526-5666. Executive Sessions In accordance with our corporate governance guidelines, the non-management directors meet in executive session at least quarterly. If the non-management directors include any directors who are not independent pursuant to the board’s determination of independence, at least one executive session includes only independent 12


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    directors. The Lead Director, or in his or her absence, the chairman of the Nominating/Corporate Governance Committee, presides at such meetings. The non-management directors met in executive session five times during Fiscal Year 2013. Board Meetings and Attendance at Annual Meetings of Stockholders During the last fiscal year, our board of directors held six meetings. All incumbent directors attended 75% or more of the combined total meetings of the board and the committees on which they served during such period. Our Corporate Governance Guidelines provide that all directors standing for election are expected to attend the annual meeting of stockholders. All director nominees standing for election at our last annual stockholders’ meeting held on May 2, 2013, attended that meeting. Information Concerning Committees and Meetings The board’s standing committees are the Audit, Compensation/Succession, Nominating/Corporate Governance, and Executive Committees. Each committee operates pursuant to a written charter adopted by the board, available on our internet site, www.adm.com. Audit Committee The Audit Committee consists of Mr. Crews, Chairman, Mr. Dufour, Mr. Felsinger, Mr. Maciel, Mr. Moore and Mr. Shih. The Audit Committee met nine times during the most recent fiscal year. All of the members of the Audit Committee were determined by the board to be independent directors, as that term is defined in our bylaws, in the NYSE listing standards and in Section 10A of the Exchange Act. No director may serve as a member of the Audit Committee if such director serves on the audit committees of more than two other public companies unless the board determines that such service would not impair such director’s ability to serve effectively on the Audit Committee. The Audit Committee reviews: (1) the overall plan of the annual independent audit; (2) financial statements; (3) the scope of audit procedures; (4) the performance of our independent auditors and internal auditors; (5) the auditors’ evaluation of internal controls; (6) matters of legal and regulatory compliance; (7) the performance of our company’s compliance function; and (8) certain relationships and related transactions. Compensation/Succession Committee The Compensation/Succession Committee consists of Mr. Westbrook, Chairman, Mr. Boeckmann, Ms. Carter, and Mr. O’Neill. The Compensation/Succession Committee met four times during the most recent fiscal year. All of the members of the Compensation/Succession Committee were determined by the board to be independent directors, as that term is defined in our bylaws and in the NYSE listing standards, including the NYSE listing standards specifically applicable to compensation committee members. The Compensation/Succession Committee: (1) establishes and administers a compensation policy for senior management; (2) reviews and approves the compensation policy for all of our employees and our subsidiaries other than senior management; 13


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    (3) approves all compensation elements with respect to our executive officers and all employees with a base salary of $500,000 or more; (4) reviews and monitors our financial performance as it affects our compensation policies or the administration of those policies; (5) establishes and reviews a compensation policy for non-employee directors; (6) reviews and monitors our succession plans; (7) approves awards to employees pursuant to our incentive compensation plans; and (8) approves major modifications in the employee benefit plans with respect to the benefits salaried employees receive under such plans. The Compensation/Succession Committee provides reports to the board of directors and, where appropriate, submits actions to the board of directors for ratification. Members of management attend meetings of the committee and make recommendations to the committee regarding compensation for officers other than the Chief Executive Officer. In determining the Chief Executive Officer’s compensation, the committee considers the evaluation prepared by the non-management directors. In accordance with the General Corporation Law of Delaware, the committee may delegate to one or more officers the authority to grant stock options to other officers and employees who are not directors or executive officers, provided that the resolution authorizing this delegation specifies the total number of options that the officer or officers can award. The charter for the Compensation/Succession Committee also provides that the committee may form subcommittees and delegate tasks to them. For additional information on the responsibilities and activities of the Compensation/Succession Committee, including the committee’s processes for determining executive compensation, see the section of this proxy statement entitled “Compensation Discussion and Analysis”. Nominating/Corporate Governance Committee The Nominating/Corporate Governance Committee consists of Mr. Maciel, Chairman, and Mr. Boeckmann, Mr. Felsinger, Mr. Shih, and Mr. Westbrook. The Nominating/Corporate Governance Committee met four times during the most recent fiscal year. All of the members of the Nominating/Corporate Governance Committee were determined by the board to be independent directors, as that term is defined in our bylaws and in the NYSE listing standards. The Nominating/Corporate Governance Committee: (1) identifies individuals qualified to become members of the board, including evaluating individuals appropriately suggested by stockholders in accordance with our bylaws; (2) recommends individuals to the board for nomination as members of the board and board committees; (3) develops and recommends to the board a set of corporate governance principles applicable to the company; and (4) leads the evaluation of the directors, the board and board committees. The Nominating/Corporate Governance Committee will consider nominees recommended by a stockholder, provided that the stockholder submits the nominee’s name in a written notice delivered to our Secretary at our principal executive offices not less than 60 nor more than 90 days prior to the anniversary date of the immediately preceding annual stockholders’ meeting. However, if the annual meeting is called for a date that is not within 30 days before or after such anniversary date, the notice must be received at our principal executive offices not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made (whichever first 14


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    occurs). Different notice delivery requirements may apply if the number of directors to be elected at an annual meeting is being increased, and we do not make a public announcement naming all of the nominees or specifying the size of the increased board at least 100 days prior to the first anniversary of the preceding year’s annual meeting. Any notice of a stockholder nomination must set forth the information required by Section 1.4(c) of our bylaws, and must be accompanied by a written consent from the proposed nominee to being named as a nominee and to serve as a director if elected, and a written statement from the proposed nominee as to whether he or she intends, if elected, to tender the contingent, irrevocable resignation that would become effective should the individual fail to receive the required vote for re-election at the next meeting of stockholders. All candidates, regardless of the source of their recommendation, are evaluated using the same criteria. Executive Committee The Executive Committee consists of Ms. Woertz, Chairman, Ms. Carter, Lead Director, and Mr. Moore. The Executive Committee met once during the most recent fiscal year. The Executive Committee acts on behalf of the board to determine matters which, in the judgment of the Chairman of the Board, do not warrant convening a special board meeting but should not be postponed until the next scheduled board meeting. The Executive Committee exercises all the power and authority of the board in the management and direction of our business and affairs except for matters which are expressly delegated to another board committee and matters that cannot be delegated by the board under applicable law, our certificate of incorporation, or our bylaws. Communications with Directors We have approved procedures for stockholders and other interested parties to send communications to individual directors or the non-employee directors as a group. You should send any such communications in writing addressed to the applicable director or directors in care of the Secretary, Archer-Daniels-Midland Company, 4666 Faries Parkway, Decatur, Illinois 62526-5666. All correspondence will be forwarded to the intended recipient(s). Code of Conduct The board has adopted a Code of Conduct that sets forth standards regarding matters such as honest and ethical conduct, compliance with law, and full, fair, accurate, and timely disclosure in reports and documents that we file with the SEC and in other public communications. The Code of Conduct applies to all of our employees, officers, and directors, including our principal executive officer, principal financial officer, and principal accounting officer. The Code of Conduct is available at our internet site, www.adm.com, and is available free of charge on written request to the Secretary, Archer-Daniels-Midland Company, 4666 Faries Parkway, Decatur, Illinois 62526-5666. Any amendments to certain provisions of the Code of Conduct or waivers of such provisions granted to certain executive officers will be promptly disclosed on our internet site. Compensation Discussion and Analysis Introduction and Executive Summary This Compensation Discussion and Analysis explains the process the Compensation/Succession Committee uses to determine compensation and benefits for the company’s named executive officers (“NEOs”) and provides a detailed description of those programs. 15


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    This discussion focuses on the compensation provided to the company’s NEOs during 2013, who were: Name Title P.A. Woertz Chairman and Chief Executive Officer (“CEO”) J.R. Luciano President and Chief Operating Officer (“COO”) R.G. Young Senior Vice President and Chief Financial Officer (“CFO”) D.C. Findlay Senior Vice President, General Counsel & Secretary C.E. Huss Senior Vice President and Chief Risk Officer (“CRO”) How Pay is Tied to Company Performance The company’s business objectives are the foundation for our compensation programs. We believe, and our compensation programs support, that as an employee’s level in the organization or level of responsibility increases, so should the proportion of performance-based compensation. As such, the executive compensation programs closely tie pay to performance and will only deliver competitive levels of compensation if we achieve our goals and enhance shareholder value. 2013 Financial and Operating Performance During 2013, the Company delivered solid results in a challenging business environment. The year represented a shift from tight global crop supplies to record supplies. Our team carefully managed this transition with lean inventories and nimble operations, while at the same time improving the underlying earnings power of the organization. Throughout this period of extremes, we consistently posted solid overall financial results and created good shareholder value. We continue to focus on better aligning the company’s portfolio of businesses and enhancing efficiencies. Specific performance highlights included: • Adjusted EBITDA (as defined in Annex A to this proxy statement) of $3.379 billion • Strong focus on costs, and on target to achieve approximately $200 million in cost reductions between January 1, 2013 and December 31, 2014 • Increased profits in the company’s Corn business unit, while several businesses within the Oilseeds business unit set profit and volume records • Management of capital expenditures and thoughtful investment of $957 million In 2012, the company made the decision to transition to a calendar fiscal year. As part of this transition, the Compensation/Succession Committee implemented a six-month performance and compensation period from July 1, 2012 through December 31, 2012, hereinafter referred to as “FY2012.5”. Company pay and performance for FY2012.5 reflect a partial year. Prior fiscal years, such as FY2012 and FY2011, reflect a twelve-month performance and compensation period from July 1 through June 30. This is important to consider when attempting year-to-year comparisons of company pay and performance. 16


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    How Business Performance Determines Executive Compensation The following charts illustrate the relationship between Company performance, based on three key metrics, and the compensation of the company’s Chairman and Chief Executive Officer in FY2012, FY2012.5 and CY2013. These key metrics, Adjusted EBITDA, Adjusted ROIC and total shareholder return (“TSR”), were chosen because they correlate with and are reflective of long-term stockholder value. Adjusted EBITDA and Adjusted ROIC are both “non-GAAP” financial measures that are defined and reconciled to the most directly comparable amounts reported under GAAP in Annex A, “Definition and Reconciliation of Non-GAAP Measures.” Adjusted EBIDTA ($ Billion) Adjusted ROIC $4.00 6.70% $3.50 6.50% $3.00 $3.46 $3.38 6.50% 6.30% $2.50 $2.00 6.10% 6.20% 6.20% $1.50 $1.68 5.90% $1.00 5.70% $0.50 $0.00 5.50% FY2012 FY2012.5 FY2013 FY2012 FY2012.5 FY2013 (6 mos.) (6 mos.) Fiscal Year TSR CEO Pay ($ Million)1 70.00% $14.00 60.00% 61.90% $12.00 $12.16 50.00% $10.00 40.00% $9.49 $8.00 30.00% $6.00 20.00% $5.49 FY2012.5 $4.00 10.00% 0.14% (6 mos.) 0.00% $2.00 FY2012 −6.00% FY2013 −10.00% $0.00 FY2012 FY2012.5 FY2013 (6 mos.) 1 — Pay is defined as base salary paid in the year, annual incentives earned in the year but paid in the following year and the grant date fair value of long-term equity incentives earned in the year (but granted the following year). NEO Earned Incentive Compensation in 2013 In 2013, we achieved financial performance of $3.379 billion of Adjusted EBITDA and Adjusted ROIC of 6.5%. These results were both above the prior fiscal period’s annualized results. This performance, under the company’s incentive award formula led to a cash bonus award of 69.0% of target for the NEOs, before application of individual multipliers. The Compensation/Succession Committee subsequently can make adjustments to this award within a range of -20% to +20% based on their assessment of individual and group performance (the “individual multiplier”). For 2013 performance, the Compensation/Succession Committee elected to award the CEO, COO and CFO the same individual multiplier (1.05) in recognition of their collective efforts as an executive management team and their contribution to the company’s success. The Compensation/ 17


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    Succession Committee incorporated its and the full Board’s assessment of the company’s CEO’s performance and full company performance when approving Ms. Woertz’s individual multiplier. Mr. Findlay and Mr. Huss were each awarded an individual multiplier of 1.0, and Mr. Findlay’s offer of employment, which was finalized in July, also provided for a signing bonus and a target bonus award for CY2013. In early 2014, the Compensation/Succession Committee granted long-term incentive (“LTI”) awards for 2013 at a challenge level, reflecting its assessment of the company’s relative, and absolute performance for the three-year period ended December 31, 2013, including our one-year TSR of 61.9%. The Committee considers multiple performance factors in making these awards, including an assessment of the company’s three-year TSR compared to the S&P 100 Industrials, as well as other comparators. These awards will appear in next year’s Summary Compensation Table. The LTI awards granted in February 2013 for the six-month FY2012.5 were awarded based on performance ended December 31, 2012, were pro-rated to half of the full year’s award value and are shown as 2013 compensation, as required, in this year’s Summary Compensation Table. As noted above, FY2012.5 was a partial year, and therefore comparing full fiscal year data from 2013 to partial fiscal year data from FY2012.5 may give the incorrect impression that the company’s pay program is more volatile period-to-period than it is in reality. While the company’s pay program provides for changes in pay year over year due to its strong alignment with the company’s financial performance, direct comparisons between full fiscal years 2013 and 2012 to FY2012.5 data are misleading due to the partial year compensation in FY2012.5. In the second table below, we illustrate the fluctuations in reported total direct compensation (salary, annual bonus and long-term incentives) levels that we consider related to the company’s change in fiscal year end for a hypothetical individual whose base salary, annual cash incentive and grant date fair value of LTI equity awards would otherwise have been constant over the relevant periods. For comparative purposes, the first table shows the impact of the fiscal year end change as considered by the Compensation/Succession Committee in making its award decisions. Salary Annual Cash Incentive Long-Term Incentive Earned Compensation1 Compensation as reported in Summary Compensation Table $1,800,000 $1,800,000 $1,600,000 $1,600,000 $1,400,000 $1,400,000 $1,200,000 12 12 12 12 mos mos $1,200,000 12 mos mos $1,000,000 mos 6 $1,000,000 mos $800,000 $800,000 12 12 12 12 mos 12 $600,000 6 12 12 mos mos mos mos mos $600,000 mos mos $400,000 6 $400,000 12 12 12 6 12 12 mos 12 mos $200,000 mos 6 mos mos $200,000 mos mos mos mos 6 $0 mos $0 2012 2012.5 2013 2014 2012 2012.5 2013 2014 1 — Earned compensation differs from compensation as reported in the summary compensation table in these graphs in the treatment of long-term incentives, whose grant date fair value for purposes of earned compensation is included in the period in which the awards were considered earned, which is the period immediately prior to the period in which they were granted, but for purposes of the summary compensation table is included in the period in which the awards were granted. Note that 2014 Earned Compensation has not yet been earned and represents an estimate of potential earned compensation. 18


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    Realizable Pay While most of the required compensation disclosures represent the awards that may be earned, realizable pay considers pay that is actually earned based on performance. The primary difference involves equity-based compensation, which is typically presented in the Summary Compensation Table in terms of a “grant date fair value” estimated at the time an award is granted, but which is valued for purposes of realizable pay at a specific point in time based on the actual market price of the company’s stock. • NEO awarded total direct compensation has declined during the past three years, based on company performance, including the company’s TSR with respect to relevant comparisons. As reported, 2013 compensation also appears lower due to the partial award in 2013, reflecting the company’s six-month FY2012.5 NEO realizable pay is only a portion of the granted award value. The largest portion of NEO compensation opportunity is provided in the form of equity, of which 50% has been in the form of stock options that have zero value if share price does not increase. Twenty-five percent of the equity award relating to FY2012.5 performance was granted in the form of performance share units that are forfeited if performance goals are not achieved. NEOs’ realizable compensation is a function of past results, including Adjusted EBITDA, Adjusted ROIC and TSR, as well as future stockholder value. In order for NEOs to actually realize the “grant date fair value” of the compensation awarded, ADM must deliver future stockholder value creation. Results of 2013 Advisory Vote On Executive Compensation At the 2013 Annual Meeting of Stockholders, we held the company’s third advisory vote on executive compensation. Approximately 93% of the votes cast were in favor of this advisory proposal. The Compensation/ Succession Committee believes that this strong level of support, and the similarly strong levels of support manifested in prior periods, affirms broad stockholder agreement with the existing executive compensation programs and the Compensation/Succession Committee’s decisions. The Committee considered this outcome in determining no substantive changes would occur for 2014. At the 2014 Annual Meeting of Stockholders, we will again hold an annual advisory vote on executive compensation. The Compensation/ Succession Committee will continue to consider the results from this year’s and future advisory votes on executive compensation. Program Design The objectives of the company’s executive compensation program are to: • Attract and retain a strong executive team and motivate them to develop leadership and successors; • Align the interests of the NEOs with those of the company’s stockholders; • Encourage a culture of pay-for-performance by requiring sufficient financial performance before awards may be earned and directly tie awards to quantifiable performance; • Encourage and reward current business results through cash salaries and performance-based annual cash incentives; • Reward sustained performance by granting equity and maintaining ownership guidelines; and • In aggregate, provide total compensation opportunities that are competitive with comparator companies and other companies with which we compete for executive talent. The company’s executive compensation program is built on a structure that balances short and long term performance: • Salaries generally target the median of companies of similar scope, complexity and business environment; • The company’s annual cash incentive program is primarily based on two key measures of financial performance; and 19


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    • The size of the long-term incentive program awards is based on the company’s ability to drive stockholder value over a three-year period. The awards have generally been granted using a mix of stock options and RSUs to continue the alignment of the interests of the company’s NEOs and stockholders. We pay an annual cash incentive only if the company’s overall performance warrants. The company’s annual cash incentive program emphasizes company-wide performance objectives to encourage the executives to focus on overall company success and leadership to generate the most value across the entire company. Our assessment of company performance is directly tied to stockholder expectations by ensuring the delivery of threshold levels of Adjusted EBITDA and Adjusted ROIC before awards may be earned. Individual performance and the Compensation/Succession Committee’s informed judgment are incorporated to ensure actual awards appropriately reflect the company’s operating environment and individual executive contributions. The company’s LTI program is designed to reward sustained performance and to retain talented executives and employees. The Compensation/Succession Committee conducts a thorough assessment of multi-year, typically three-year, performance incorporating perspective on company and market factors, including relative and absolute stockholder return and strategic, operating, and financial milestones, when determining the portion of an executive’s target award that should be granted, but focuses largely on the company’s TSR performance compared to the S&P 100 Industrials. The Compensation/Succession Committee granted pro-rated awards for FY2012.5 to reflect one-half year of service and relative TSR performance for the three-year period from January 1, 2010 — December 31, 2012. The Committee elected to award these grants at the base level to maintain alignment with stockholders and help to retain the company’s executive talent. However, these awards are below the targeted competitive level of compensation due to the company’s below-median TSR for that three-year period. These adjusted FY2012.5 awards appear in this year’s proxy statement as grants made in 2013 even though they are reflective of prior performance. The Committee granted LTI awards in 2014 in consideration of relative TSR performance from January 1, 2011 — December 31, 2013. These awards were made at the “challenge” level, reflecting our three-year TSR performance, which approximated the median of the S&P 100 Industrials and the company’s exceptional 2013 TSR of 61.9%. Executive Compensation Best Practices We annually review all elements of NEO pay and, where appropriate for our business and talent objectives and our stockholders, may make changes to incorporate and maintain current best practices. Ongoing Best Practices: • A clawback policy covering all cash and equity incentives of NEOs and certain other senior executives; • A clawback provision in agreements for long-term incentives that provides for the forfeiture or recovery of prior awards for a broad range of reasons for all employees; • A Compensation/Succession Committee comprised solely of independent directors; • A regular review of stockholder advisory groups’ guidelines and policies, including regular dialogue with these groups, to ensure executive pay programs appropriately consider stockholder interests; • A regular, independent review of the company’s compensation programs by an outside consultant to assess risk; • A consistent, company-wide rewards strategy that utilizes the same company-wide performance metrics for all employees; • Stock ownership guidelines for NEOs and additional senior leaders; • An active, detailed role for the Compensation/Succession Committee in determining equity award grant structure and value; 20


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    • An independent compensation consultant retained by, and reporting to, the Compensation/Succession Committee, who has no other business with the company; • Regular briefings from the compensation consultant regarding key trends; • Annual reviews of the company’s comparator groups; • An annual review of CEO performance; • An annual review of NEO performance; • No individual employment agreements for NEOs, with the exception of the company’s CEO; • Non-compete provisions for retirees to be eligible to receive future equity award vesting; • No change-in-control tax gross-ups, with the exception of that provided in the original employment agreement with the company’s CEO; • No dividends paid on unvested performance-based awards; • Limited perquisites — no clubs, financial planning or tax reimbursement for perquisites, except for relocation expenses as applies to all employees. The company currently only provides: an executive physical, and limited personal use of company aircraft as approved by the CEO, although the CEO will continue to be required to utilize the company aircraft for travel, in addition to a home security system for personal security; • No company cars for NEOs1; • A policy that prohibits executives and directors from hedging of the Company’s securities; and • A policy that requires executives and directors to review any pledging of Company securities with the Company’s General Counsel prior to engaging in such activity; and that prohibits pledging by executives and directors who have not met stock ownership guidelines. Oversight of Executive Compensation What is the Role of the Compensation/Succession Committee? The Compensation/Succession Committee is composed solely of independent directors and is responsible to the board of directors and the company’s stockholders for establishing the company’s compensation philosophy and establishing and administering the company’s compensation policies and programs consistent with this philosophy. The Compensation/Succession Committee’s responsibilities are set forth in the Compensation/ Succession Committee’s charter, which is available on the investor relations section of the company’s website. Additional information regarding the Compensation/Succession Committee’s authority to determine compensation can be found herein under the caption “Compensation/Succession Committee.” What is the Role of the Board? The board approves the company’s business plan, which is one of the factors used to set financial business objectives for the annual cash incentive plan. The non-management directors establish and approve all performance criteria for evaluating the CEO and annually evaluate the performance of the CEO based on these criteria. The non-management directors also ratify the CEO’s compensation. When asked by the Compensation/ Succession Committee, the board can also provide input and ratification on any additional compensation-related issues. The board also conducts an annual review of the company’s performance. 1 — During CY2013, Mr. Huss had a company automobile until his retirement on December 31, 2013. No other NEO has a company automobile. 21


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    What is the Role of the Compensation/Succession Committee Consultant? The Compensation/Succession Committee retained Pay Governance LLC as its independent executive compensation consultant. Pay Governance provides no other services to the company. The independent compensation consultant reports directly to the Compensation/Succession Committee, and provides the Compensation/Succession Committee with objective and expert analyses and independent advice on executive and director compensation, and other matters in support of the Compensation/Succession Committee’s responsibilities under its charter. Each Compensation/Succession Committee meeting includes an executive session where the Compensation/Succession Committee meets exclusively with the independent consultant; company management is not included in these meetings. Outside of these meetings, the independent consultant interacts with the company’s management team solely on behalf of the Compensation/Succession Committee to assist the Compensation/Succession Committee in fulfilling its duties and responsibilities. The Compensation/ Succession Committee will only retain consultants that it believes will provide independent advice. The Compensation/Succession Committee has assessed the independence of Pay Governance pursuant to the SEC’s and NYSE’s rules and concluded that the work Pay Governance has performed does not raise any conflict of interest. What are the Roles of Executives? To assist the Compensation/Succession Committee in determining compensation for the other NEOs, the company’s CEO participates in discussions with the Compensation/Succession Committee regarding the officers’ performance and compensation. She provides the Compensation/Succession Committee with her assessment of the NEOs’ performance, both as individuals and with respect to the functions or business units they oversee. She also recommends to the Compensation/Succession Committee, but does not vote on, the specific amount of compensation that should be paid to the other NEOs. The company’s Senior Vice President of Human Resources oversees all employee compensation and the administration of benefits programs, under the oversight and direction of the Compensation/Succession Committee. He prepares the majority of the materials for the Compensation/Succession Committee meetings and provides analyses that assist the Compensation/Succession Committee with its decisions, such as summaries of competitive market practices, summaries of the company’s succession planning actions, and reports regarding the company’s performance. In addition, throughout the year, he facilitates meetings with management to help the Compensation/Succession Committee gain a better understanding of company performance. He ensures that the Compensation/Succession Committee is provided a rigorous assessment of year-to-date performance at each Compensation/Succession Committee meeting. At the direction of the Chairman, the company’s Senior Vice President of Human Resources involves other members of management in portions of the Compensation/ Succession Committee meetings to participate in discussions related to company and individual performance and the company’s compensation and benefit programs. The company’s executives leave meetings during discussions of individual compensation actions affecting them personally and during all executive sessions, unless requested to attend by the Compensation/Succession Committee. How Do the Committee’s Decisions Incorporate The Company’s Executive Compensation Objectives? 1. Alignment of Executive and Stockholder Interests. We believe that a substantial portion of total compensation should be delivered in the form of equity in order to align the interests of the company’s NEOs with the interests of the company’s stockholders. For 2013, on average for the company’s NEOs participating in the company’s standard executive compensation programs for the full year, 70% of actual total direct compensation was in the form of equity. These awards were determined primarily based on the company’s three-year TSR, compared to the S&P 100 Industrials. RSU awards typically vest three years from the date of grant, stock options typically vest over five years, and performance share units are generally subject to a three-year performance period. We also include a clawback provision in agreements for long-term incentive awards that not only enables us to recover awards if 22


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    the recipient engages in prohibited conduct, but also makes awards subject to any clawback policy involving the restatement of the company’s earnings. 2. Enable Us to Attract and Retain Top Executive Talent. Stockholders are best served when we can attract, retain and motivate talented executives with compensation packages that are competitive and fair. The company’s compensation program for NEOs delivers salary, annual cash incentive and long- term incentive targeted to be market competitive as described below. The Compensation/Succession Committee used input from management and from its independent compensation consultant to select comparator groups of companies. The use of multiple comparator groups allows the Compensation/ Succession Committee to understand compensation levels for talent across a broad marketplace. We utilize three comparator groups ranging from a broad general industry group based on revenue scope to a custom industry group. When selecting these groups, we considered industry, business complexity and size. We believe that these comparator groups, used together, provide a composite view of the competitive market in which the company competes for executive talent. In addition to the market data points gathered through this analysis, the Compensation/Succession Committee considers individual and corporate performance, roles and responsibilities, growth potential and other qualitative factors when establishing executive pay levels. Each year, management and the Compensation/Succession Committee evaluate the comparator groups to ensure each group remains applicable. Any changes are carefully assessed in an effort to maintain continuity from year to year. Minor changes were required to the company’s comparator groups for 2013 to accommodate transaction activity among certain companies. The comparator groups were: • The company’s primary comparator group is comprised of the constituents of the S&P 100 Industrials Index. As a large, global company engaged in multiple lines of business, the company’s competition for talent, business and investment is broad. The S&P 100 Industrials companies provide a defined, broad sample of large companies facing business dynamics similar to the company. These companies, as of February 2013 when CY2013 pay decisions were made, were: 3M Co., Abbott Laboratories, Accenture plc, Aetna Inc., Alcoa, Inc., Amazon.com Inc., Amerisource Bergen, Apple Inc., AT&T, Inc., Baker Hughes Incorporated, Best Buy Co. Inc., Cardinal Health, Inc., Caterpillar Inc., CenturyLink, Inc., Chevron Corporation, Cigna Corp., Cisco Systems, Inc., Comcast Corporation, ConocoPhillips, Costco Wholesale Corporation, CVS Caremark Corporation, Deere & Company, Dell Inc., DIRECTV, E. I. du Pont de Nemours and Company, Eli Lilly & Company, EMC Corporation, Emerson Electric Co., Express Scripts Holding, Exxon Mobil Corporation, Fluor Corporation, Ford Motor Co., General Dynamics Corp., General Electric Company, Goodyear Tire & Rubber Co., Google Inc., Halliburton Company, Hess Corporation, Hewlett-Packard Company, Honeywell International Inc., Humana Inc., Intel Corporation, International Business Machines Corporation, International Paper Company, Johnson & Johnson, Johnson Controls Inc., Kimberly-Clark Corporation, Kohl’s Corp., Kraft Foods Group, Inc., Lockheed Martin, Lowe’s Companies Inc., LyondellBasell Industries, Macy’s, Inc., Marathon Petroleum Corporation, McDonald’s Corp., McKesson Corporation, Merck & Co. Inc., Microsoft Corporation, Mondelez International, Inc., Murphy Oil Corporation, National Oilwell Varco, Inc., News Corp., Nike Inc., Northrop Grumman Corporation, Nucor Corporation, Occidental Petroleum Corporation, Oracle Corporation, Pepsico Inc., Pfizer Inc., Philip Morris International, Inc., Phillips 66, Procter & Gamble Co., QUALCOMM Incorporated, Raytheon Co., Safeway Inc., Schlumberger Limited, Sprint Nextel Corp., Staples, Inc., Sysco Corporation, Target Corp., Tesoro Corporation, The Boeing Company, The Coca Cola Company, The Dow Chemical Company, The Home Depot, Inc., The Kroger Co., The TJX Companies, Inc., The Walt Disney Company, Time Warner Cable Inc., Time Warner Inc., Tyson Foods Inc., United States Steel Corp., United Technologies Corp., UnitedHealth Group, Incorporated, Valero Energy Corporation, Verizon Communications Inc., Walgreen Co., Wal-Mart Stores Inc., WellPoint Inc., Xerox Corporation. 23


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    • We also utilize a custom industry group comprised of 17 companies that operate in one or more of the same industries, adjacencies or lines of business as our company. We believe these comparisons provide industry-specific insight into pay levels and practices differences within the company’s industries. These 17 companies are: Altria Group Inc., Bunge Ltd., Caterpillar Inc., ConAgra Foods, Inc., Deere & Co., Dow Chemical, DuPont (E.I.) De Nemours, General Mills, Hess Corp., International Paper Company, Marathon Oil Corp., Mondelez International, PepsiCo, Tesoro Corp., Tyson Foods Inc., Valero Energy Corp., Weyerhaeuser. • Finally, to provide a broad market context across all industries, we utilize data from all nonfinancial companies participating in the Towers Watson Executive Compensation Database with revenue of $20 billion or greater. We do not use these comparator groups to assess annual company financial performance. Company performance is assessed annually using the two key financial performance metrics of Adjusted EBITDA and Adjusted ROIC. In seeking to provide a competitive target total direct compensation package, the Compensation/ Succession Committee reviews comparator group compensation data, both with respect to total direct compensation and compensation elements, as a general reference to make compensation decisions, but does not establish specific compensation parameters based on such data. In this regard, the Compensation/Succession Committee considers target total direct compensation to be competitive if it is within a range of 80-130% of total direct compensation of the market 50th percentile for comparable positions and responsibilities among comparator groups described above. While positioning to the comparator market data is considered, other factors ultimately determine how a named executive officer is paid, including individual responsibilities, an executive’s experience and tenure, individual performance, and business objectives. 3. NEO Compensation Should Reflect The Company’s Results. The company’s executive compensation program emphasizes variable, performance-based pay and is targeted and assessed in the aggregate, although the Compensation/Succession Committee reviews each component independently as well. Base salary is reviewed annually and adjusted based on a variety of factors including, in addition to an evaluation relative to competitive market practices as described above, a subjective evaluation of each NEO’s overall performance and tenure. The CEO provides the Compensation/Succession Committee with a recommendation of annual base salary adjustments, individual and group performance factors and short and long-term incentive award target levels for all officers, other than the CEO. The Compensation/Succession Committee takes the CEO’s recommendations, along with information provided by the compensation consultant and management into consideration when making annual base salary adjustments, individual and group performance factor adjustments and any adjustments to annual cash incentive award opportunity levels. The annual cash incentive plan for CY2013 targeted awards at 80% to 159% of each NEO’s base salary, but actual awards may range from zero to 240% of the target level depending on performance against the specific goals. Annual cash incentives are paid if, and to the extent that, corporate goals approved by the Compensation/Succession Committee are attained. Equity compensation is also assessed in a similar manner and is designed to reward measurable results. 24


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    Elements of Compensation Executive Compensation Elements Element Purpose Characteristics • Base Salary • Fixed pay to recognize an • Reviewed annually and set based individual’s role and on competitiveness versus the responsibilities external market, individual performance and internal equity • Annual Cash Incentive • Paid upon achievement of pre- • Performance-based award defined, operational and financial opportunity that varies based on goals company and individual achievements • Long-Term Incentive • Create current and future • Typically a mix of stock options alignment with stockholders and RSUs • Award level based on prior 3 years’ performance, largely based on the company’s TSR compared to the S&P 100 Industrials and other relevant benchmarks in any given year • Benefits • Provide for basic health, welfare • NEOs participate in the broad- and income security needs based qualified retirement and • Supplemental retirement benefits health and welfare plans provided to employees whose available to all employees. In benefits under broad-based addition, they are eligible to retirement plan are limited under participate in the Supplemental applicable tax law Retirement Plan and the Deferred Compensation Plan (these plans are described herein under the captions “Supplemental Retirement Plans” and “Non- Qualified Deferred Compensation Plans”). NEOs are also eligible for limited perquisites as described above. 25


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    How are the Elements Used to Deliver Total Pay? The company’s NEOs excluding Mr. Huss1 received, on average, 85% of actual total direct compensation in variable pay and 70% of actual total direct compensation in equity awards for CY2013. Although the Compensation/Succession Committee has not adopted a policy for allocating the various elements of total direct compensation, we do place greater emphasis on variable pay for executives with more significant responsibilities, reflecting their greater capacity to affect the company’s performance and results. The charts below present the mix of actual total direct compensation received for CY20132. Base Salary CY2013 Actual Cash Incentive CY2013 Actual Equity Award P.A. Woertz 11% 11% 78% R.G. Young J.R. Luciano 15% 14% 14% 16% 71% 70% D.C. Findlay 20% 60% 20% 1. Mr. Huss’s retirement was effective December 31, 2013, and, as such, he did not receive a CY2013 LTI award. 2. Actual total direct compensation is defined as CY2013 base salary plus cash incentive earned for CY2013 performance (paid in 2014) and LTI awards for CY2013 (granted in 2014). What Elements were Used to Deliver Mr. Findlay’s Total Pay for CY2013? At the time Mr. Findlay was hired, we were partway through CY2013. Though we did not provide any form of employment agreement, we did commit to certain initial compensation terms. • We provided Mr. Findlay a $500,000 signing bonus in consideration of forgone compensation at his prior employer due to his joining ADM • We committed to providing Mr. Findlay an annual non-equity incentive award of $700,000 for CY2013 26


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    • We committed to providing Mr. Findlay a “base” level long-term incentive award with a grant date value of $2,100,000 in 2014 • At the time of his hire, we awarded Mr. Findlay equity awards to compensate him for his forfeiture of equity awards at his previous employer, designed to retain his services into the future, and to align his compensation with shareholders. We granted: • 86,907 RSUs that cliff vest three years from the date of grant, and • 99,503 stock options that vest ratably over five years • These equity awards are subject to accelerated vesting in the event of death or termination of employment for reasons other than ‘gross misconduct’ or for ‘good reason’ as those terms are defined in the offer letter Beginning with CY2014, Mr. Findlay will participate in the same programs as all other NEOs. Base Salary How are Base Salaries Determined? Base salaries are established based on an NEO’s position, skills, performance, experience, tenure and responsibilities. Competitiveness of base salary levels is assessed annually relative to salaries within the marketplace for similar executive positions. Increases may be considered for various factors such as individual performance, changes in responsibilities, and/or changes in competitive marketplace levels. What Were the Base Salary Increases for Named Executives? The only increase to base salary that the Compensation/Succession Committee made for CY2013 was a 2% increase for the Chief Risk Officer in recognition of his strong performance. (Due to the timing of the company’s salary adjustments, base salaries presented in the Summary Compensation Table below differ slightly from how we consider annualized salary levels.). Annual Cash Incentives How Do We Calculate Annual Cash Incentives? Beginning with the six-month transition period ended December 31, 2012, we adopted a new annual incentive program. The program was a significant shift from the company’s prior program design in that it is a simple profit-sharing design. We maintained this program for CY2013. Under this program design, no awards can be earned if we do not achieve a threshold level of Adjusted EBITDA, at least equal to the amount of the company’s dividend payments and after-tax interest expenses for the year. Under the 2013 program design, once the threshold level of Adjusted EBITDA was earned, 1.1% of Adjusted EBITDA above that level was allocated to fund the annual incentive pool. This value was then subject to adjustment based on Adjusted ROIC performance; if the company’s Adjusted ROIC was more than 2% below the company’s weighted average cost of capital, the pool was to be reduced by 10%, and if it was more than 2% above the company’s weighted average cost of capital, the pool was to be increased by 10%. Board of Directors’ discretion is no longer imbedded in the formula. The individual performance factor for NEOs continues to be 0.80 to 1.20 , and is assessed by the Compensation/Succession Committee incorporating elements such as safety, compliance with The ADM Way, and other individual and group factors. 27


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    Annual cash incentives are determined by the degree to which company financial performance expectations are achieved and the Compensation/Succession Committee’s independent assessment of the company’s performance. This outcome may then be adjusted within a range of -20% to +20% based on the Compensation/ Succession Committee’s assessment of individual and group performance. The formula used to calculate an annual cash incentive payout for NEOs can be expressed as follows: 1.1% of Adjusted Adjusted ROIC Total Bonus Total Challenge Individual EBITDA above X Factor = Pool ÷ Award Level = 69% X Multiplier = 72% 1.1B 1.0 $25.1M $36.6M 1.051 $25.1M 1 — For illustrative purposes, a 1.05 individual multiplier is used. Individual multipliers vary by NEO based on the Compensation/Succession Committee’s assessment of individual performance and contribution to the company’s success. How is the Individual Performance Multiplier Determined? For CY2013, the Compensation/Succession Committee elected to award the CEO, COO and CFO the same individual multiplier of 1.05 in recognition of their collective efforts as an executive management team and their contribution to achieving significant financial results for CY2013 and planning for future strategic initiatives to grow stockholder value. The Compensation/Succession Committee incorporated its and the full Board’s assessment of the company’s CEO’s performance and full company performance when approving Ms. Woertz’s individual multiplier. Messrs. Findlay and Huss were each awarded an individual multiplier of 1.0 in recognition of their efforts during transition years — Mr. Findlay joining ADM in July 2013 and Mr. Huss retiring at the end of 2013. What is the Resulting Annual Cash Incentive for Each NEO? The purpose of the annual cash incentive program is to reward performance based on the achievement of company, business and individual objectives. At the start of each fiscal year, the Compensation/Succession Committee approves minimum, target, and maximum annual cash incentive levels for each NEO. Target annual cash incentive levels are expressed as a percentage of salary. Based on company and individual performance, annual cash incentive payouts can range between 0% and 240% of the target annual cash incentive. Based on the determination of the company and individual performance factors as described above, each NEO received an annual cash incentive for CY2013 equal to 69.0% of his or her target annual cash incentive, which was then adjusted by each NEOs individual multiplier. Target Cash Minimum Maximum Actual Incentive Cash Target Cash Cash CY2013 Opportunity Incentive Incentive Incentive Cash Executive (% of Salary) Opportunity Opportunity Opportunity Award P.A. Woertz . . . . . . . . . . . . . . . . . . . . . . . . . . 150.0% $ 0 $1,950,000 $4,680,000 $1,412,775 J.R. Luciano . . . . . . . . . . . . . . . . . . . . . . . . . . 159.0% $ 0 $1,500,000 $3,600,000 $1,086,750 R.G. Young . . . . . . . . . . . . . . . . . . . . . . . . . . 129.0% $ 0 $1,000,000 $2,400,000 $ 724,500 D.C. Findlay1 . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% $700,000 $ 700,000 $1,680,000 $ 700,000 C.E. Huss . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80.0% $ 0 $ 437,000 $1,048,800 $ 301,530 1 — Pursuant to his offer of employment, we agreed to provide Mr. Findlay a target $700,000 non-equity incentive for CY2013. In future years in which Mr. Findlay is an employee for the entire fiscal year, his incentive will be determined in the same manner as the other NEOs. Equity-Based Long-Term Incentives The company’s long-term incentive program (“LTI Program”) aligns the interests of executives with those of stockholders by rewarding the achievement of long-term stockholder value, supporting stock ownership, and encouraging long-term service with the company. In the following sections, we discuss the process for determining equity grants delivered under the company’s LTI Program. 28


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    In terms of grant size and grant form, the company’s LTI awards are determined based upon the Compensation/Succession Committee’s assessment of performance during the prior three fiscal years. For example, equity grants made in early CY2013 (February 2013) reflected the Compensation/Succession Committee’s assessment of performance from January 1, 2010 through December 31, 2012. This concept of making grants based on the assessment of prior performance is similar in approach to the company’s annual cash incentive plan. As such, the company’s equity-based long-term incentive grants are performance based. The Compensation/Succession Committee’s assessment of performance considers the company’s TSR performance relative to the S&P 100 Industrials as well as multiple other performance factors and economic conditions, and is not strictly formulaic. The company’s equity grants reflect a historical three-year performance comparison. The February 2013 grants appear in the Grants of Plan-Based Awards table and are reflected in the Summary Compensation Table information for CY2013 because the SEC requires companies to report LTI awards for the fiscal year during which they were granted, even if they are based on performance during earlier fiscal years. How Did We Determine LTI Awards Granted in February 2013? Actual awards for FY2012.5 were granted at the base level and awarded in February 2013. The base level provides an award that provides below-market compensation to reflect the company’s below-median TSR growth. The Compensation/Succession Committee made this award in recognition of ongoing improvements in operations and the desire to create continued retention and shareholder alignment among the company’s executive team. To further enhance the performance orientation of the company’s programs , the awards for FY2012.5 were granted in a mix of vehicles: 50% of the aggregate grant date fair value in RSUs, 25% in stock options and 25% in performance share units. The performance share units only vest at the end of a three-year performance period if performance warrants. For the performance share units to vest, we must annually achieve an Adjusted ROIC equal to or better than the company’s weighted average cost of capital (WACC) in calendar years 2013, 2014, and 2015. In one of those three years, we must also achieve an Adjusted ROIC of WACC+2 percent. These performance share unit awards will be settled in shares of the company’s common stock on a 1 for 1 basis in March 2016 only if these goals are achieved. If the performance goals are not achieved, the award is forfeited and no shares will be earned. FY2012.5 Long-Term Incentive1 Minimum Base Challenge Premium February Executive Award Award Award Award 2013 Award P.A. Woertz . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0 $4,000,000 $4,725,000 $5,725,000 $4,000,000 J.R. Luciano . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0 $2,050,000 $2,150,000 $2,500,000 $2,050,000 R.G. Young . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0 $1,250,000 $1,350,000 $1,700,000 $1,250,000 D.C. Findlay2 . . . . . . . . . . . . . . . . . . . . . . . . . . . $0 C.E. Huss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0 $ 300,000 $ 324,076 $ 377,576 $ 300,000 1. Values are pro-rated to reflect the partial year. 2. Mr. Findlay was not employed by ADM at the time FY2012.5 awards were granted. At the start of FY2012.5, base, challenge and premium LTI grant values were established for each NEO. Under this structure, competitive grants are only provided if the company’s TSR is at or above median of the applicable market comparisons reviewed by the Compensation/Succession Committee. The Compensation/ Succession Committee may grant “base” awards to maintain the appropriate alignment between management and stockholders through the opportunity to realize future equity value and to provide for necessary retention of the company’s key executive talent. Challenge awards are intended to result in competitive total direct compensation levels when combined with base salaries and annual target cash incentives. For the February 2013 awards, the Compensation/Succession Committee determined that the NEOs would receive a “base award.” These awards primarily reflect the company’s three-year TSR, compared to the S&P 100 Industrials, but the Compensation/Succession Committee also considers the company’s one-year, three-year and five-year relative TSR compared to the S&P 100 29


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    Industrials, the company’s custom comparator group and the peer group identified by Institutional Shareholder Services Inc. in its review of the company’s FY2012.5 executive compensation programs, as well as the company’s challenges in delivering against the company’s operating and financial goals and management’s significant work in FY2012.5 to better position the company for future growth. The Compensation/Succession Committee also considers the awards to provide a strong alignment with stockholders, particularly the portion (25%) granted in stock options which have no value to the executive if stockholder value is not created and the portion (25%) delivered in performance share units which can only be earned if the company’s Adjusted ROIC performance warrants. The portion (50%) granted in time-vested RSUs provides for the necessary retention of key talent. Vesting conditions of the company’s equity awards granted in February 2013 generally are as follows: • Stock options are granted at an exercise price equal to fair market value of the company’s common stock at the grant date in accordance with the 2009 Incentive Compensation Plan. The options typically vest incrementally over five years and can be exercised during a ten-year period following the date of grant. • RSUs typically vest three years after the date of grant. • Performance share units may vest at the end of three years if performance goals are achieved. Otherwise, they are forfeited. • Equity awards granted under the LTI Program vest immediately if control of the company changes or upon the death of the executive. Awards continue to vest if the executive leaves the company because of disability or retirement (age 55 or greater with 10 or more years of service). The Compensation/ Succession Committee believes that these provisions are appropriate to assure NEOs stay focused on the long-term success of the company during a sale of the company or amidst certain personal circumstances. These provisions also increase the value of the awards to the NEOs, which in turn, enhances retention. For grants with respect to FY2012 and beyond, a non-compete provision was added allowing the ability to cancel any unvested awards to retirees in the event they work for a competitor. Equity Grants Made in February 2014 (Reflecting 2011-2013 Performance) Actual awards granted for CY2013, which were made at the challenge level in February 2014 reflecting the company’s three-year TSR performance, which approximated the median of the S&P 100 Industrials and the company’s exceptional 2013 TSR of 61.9%. CY2013 Long-Term Incentive1 Minimum Base Challenge Premium February Executive Award Award Award Award 2014 Award P.A. Woertz . . . . . . . . . . . . . . . . . . . . . . . . . . . $0 $8,000,000 $9,450,000 $11,450,000 $9,450,000 J.R. Luciano . . . . . . . . . . . . . . . . . . . . . . . . . . . $0 $4,500,000 $4,700,000 $ 5,400,000 $4,700,000 R.G. Young . . . . . . . . . . . . . . . . . . . . . . . . . . . $0 $3,500,000 $3,700,000 $ 4,400,000 $3,700,000 D.C. Findlay1 . . . . . . . . . . . . . . . . . . . . . . . . . . $0 $2,100,000 $2,300,000 $ 3,000,000 $2,100,000 C.E. Huss2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0 $ 655,000 $ 704,140 $ 813,340 $ 0 1. Mr. Findlay joined ADM in July, 2013. At the time of his hire, we agreed to a $2,100,000 base award to reflect his partial year of service in 2013. 2. Mr. Huss retired December 31, 2013. Does the Company Have a Policy for When Grants are Made? The Compensation/Succession Committee grants all equity awards to NEOs, and no attempt is made to time the granting of these awards in relation to the release of material, non-public information. The exercise price of all stock options is set at fair market value (as determined in accordance with the applicable incentive 30


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    compensation plan) on the grant date. Under the 2009 Incentive Compensation Plan, fair market value is the closing market price of the company’s common stock on the last trading day prior to the date of grant. The Compensation/Succession Committee meets during the first fiscal quarter of each fiscal year and determines the annual equity awards granted to NEOs. These awards are issued promptly following the date of the Compensation/Succession Committee’s meeting and approval. In addition to annual awards, the NEOs may receive awards when they join the company or change their status, including promotions. Benefits What Retirement Benefits are Provided? The company provides the following programs to NEOs to support the attraction, retention and motivation of these employees. With few exceptions, the company’s philosophy is to offer the same benefits to all U.S. salaried employees as is offered to the company’s NEOs. Retirement Program Eligibility Description 401(k) Plan/ Employee Stock All salaried employees Qualified defined contribution Ownership Plan plan where employees may defer up to 75% of eligible pay, up to $17,500 for 2013. Employees who are 50 years of age or older can elect to make additional contributions of up to $5,500 for 2013. The company provides a 1% non-elective employer contribution and a match of 4% on the first 6% contributed by an employee. The employee contribution can be made pre-tax (401(k)) or after-tax (Roth 401(k)). ADM Retirement Plan All salaried employees Those with 5 or more years of service as of January 1, 2009, participate in a qualified defined benefit plan where the benefit is based on number of years of service and base salary during the later stages of employment. Those with less than 5 years of service as of January 1, 2009 participate in a qualified cash balance pension plan where the benefit is based on an accrual of benefit based on each year’s base compensation. 31


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    Retirement Program Eligibility Description Deferred Compensation Plan Employees with salaries above Eligible participants may defer up $175,000 to 75% of their annual base salary and up to 100% of their annual cash incentive until elected future dates. Earning credits are added to the deferred compensation account balances based upon hypothetical investment elections available under these plans and chosen by the participant. These hypothetical investment options correspond with the investment options (other than company common stock) available under the 401(k) Plan/ Employee Stock Ownership Plan. Supplemental Retirement Plan Employees whose retirement benefit Non-qualified deferred is limited by applicable IRS limits compensation plan that ensures participants in the Retirement Plan receive an aggregate retirement benefit that would have been received if not for certain limitations under applicable tax law. What Other Benefits are Provided to NEOs? We provide a benefits package for employees (including NEOs) and their dependents, portions of which may be paid for by the employee. Benefits include: life, accidental death and dismemberment, health (including prescription drug), dental, vision, and disability insurance; dependent and healthcare reimbursement accounts; tuition reimbursement; paid time-off; holidays; and a matching gifts program for charitable contributions. NEOs have the same benefits package as other employees. What Perquisites are Provided to NEOs? Perquisites are an additional form of income to the executives, as shown in the Summary Compensation Table and the executives are individually responsible for any taxes related to this income. We provide Ms. Woertz and the other NEOs, as approved by the company’s CEO, with personal use of company-owned aircraft. The Compensation/Succession Committee requires that Ms. Woertz have access to the aircraft for personal use for security and efficiency reasons. The NEOs are responsible for any taxes on imputed income related to the provision of this perquisite. See the notes to the Summary Compensation Table for a description of other perquisites provided to the NEOs. Employment Agreements, Severance, and Change-in-Control Benefits What Employment Agreements are in Place? With respect to the company’s NEOs, only Ms. Woertz, our CEO, has an employment agreement, which was entered into in May 2006 when she joined our company. The employment agreement provides for employment “at will” and does not have a specified contract term. Ms. Woertz’s compensation has been determined, to a significant degree, by the terms of her employment agreement. Prior to approving the 32


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    employment agreement, the Compensation/Succession Committee considered the advice of a compensation consultant, analyzed information regarding the total compensation provided to the chief executive officers of other public companies of a comparable size, and considered the attributes Ms. Woertz would bring to the positions of President and Chief Executive Officer in the context of the competitive marketplace and the greater responsibilities of the President and Chief Executive Officer relative to other Company executives. Under Ms. Woertz’s employment agreement, she is provided benefits upon termination without cause or resignation for good reason as described herein under the caption “Termination of Employment and Change-in- Control Arrangements”. If the termination occurs within 2 years of change-in-control, these benefits are increased. In addition, if the payments following a change-in-control termination exceed the IRS statutory limit and result in the imposition of an additional excise tax, she will receive a gross-up payment to cover the excise tax. Ms. Woertz is also subject to a 2-year non-compete and 2-year non-solicitation provision following termination without cause or resignation for good reason. What Other Severance Benefits are Provided to NEOs? In connection with Mr. Huss’ decision to retire, the company and Mr. Huss entered into a retirement agreement on August 2, 2013 that governs the terms of his ceasing to be an active employee and officer of the company. Pursuant to the agreement, Mr. Huss’ retirement was effective December 31, 2013, and in connection therewith: (i) Mr. Huss received $1,092,000 upon completion of the agreement, half of which was paid shortly after the retirement agreement was signed and the other half was paid shortly after December 31, 2013; (ii) Mr. Huss received shortly after December 31, 2013 a cash payment equal to the value of his accrued but unused vacation, (iii) the company transferred to Mr. Huss on or about December 31, 2013, the company-owned car used by him and certain communications equipment used by him; (iv) balances in Mr. Huss’ deferred compensation account were transferred to him shortly after December 31, 2013; and (v) Mr. Huss was paid his CY 2013 bonus award based on actual performance. The agreement provides that except for payments and benefits under specified benefit plans and previously granted equity award agreements, Mr. Huss will not be entitled to payments or benefits beyond those specified in the retirement agreement. In addition, Mr. Huss forfeited outstanding unvested performance-based awards tied to the company’s Rewards for Returns program, which related to multi-year Adjusted ROIC and WACC performance. Under the agreement, Mr. Huss is subject to non-compete and non-solicitation obligations for two years after his employment ends and agrees to release any claims he may have against the company. With the exception of the CEO’s employment agreement, Mr. Findlay’s offer letter, and Mr. Huss’s agreement described above, we currently have no other contractual arrangements with the company’s NEOs. The Compensation/Succession Committee retains discretion to provide the remaining NEOs severance benefits upon their termination of employment. To guide this discretion, the Compensation/Succession Committee has adopted a severance program. This program serves as a guideline for the severance benefits that may be provided to various levels of employees upon termination of their employment without cause or their resignation with good reason, but the program does not create a contractual right to receive any severance benefits on the part of the employee. The guidelines contained in the program for executive officers include the following termination benefits, subject, in all cases, to the discretion of the Compensation/Succession Committee to increase or decrease these benefits: • cash severance equal to two times then-current base salary; • extension of healthcare coverage for up to one year following termination; • accelerated vesting of any equity grants made after 2004 that are scheduled to vest during the severance period or during the year following the severance period; and • cash payment of an amount equal to 50% of the market value of pre-2004 equity grants that are unvested at termination. 33


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    In addition, the Compensation/Succession Committee generally requires each executive to enter into a non- competition and non-solicitation agreement in exchange for receiving severance under the program. What Change-in-Control Benefits are Provided? If a change-in-control occurs with respect to the company, the equity grants other than certain performance stock unit awards granted prior to 2013 held by the company’s executive officers generally will vest immediately pursuant to the terms of these awards. The Compensation/Succession Committee believes that this accelerated vesting is an appropriate provision to provide the executives with some assurance that they will not be disadvantaged with respect to their equity awards in the event of a change-in-control of the company. This assurance increases the value of these awards to the executives, which in turn enhances retention. Additional Executive Compensation Policies Does the Company Have a Clawback Policy? We have included clawback provisions in the company’s long-term incentive award agreements that provide us with the ability to recover long-term incentive compensation for a broad range of reasons. This aggressive approach to recoupment of long-term incentive compensation reflects the company’s commitment to protecting stockholder value. For awards granted in August 2012 and beyond, we have implemented an additional clawback policy for all cash and equity-based long-term incentive awards. Specifically, this policy provides for the recoupment of any cash or equity incentive awards for a period of three years from the date of award. We will clawback incentive payments made to NEOs and certain other members of senior management in the event of a financial restatement or ethical misconduct. As regulatory requirements regarding recoupment of executive compensation continue to evolve, we will review and update the company’s policies to, at the very least, be compliant with all current requirements. Are There Policies in Place That Restrict Transactions Involving The Company’s Stock? Pursuant to the company’s Insider Trading Policy, employees and directors may not engage in short selling, speculative trading, or hedging transactions involving the company’s stock, including writing or trading in options, warrants, puts and calls, prepaid variable forward contracts, equity swaps or collars, or entering into other transactions that are designed to hedge or offset decreases in the price of the company’s securities. In addition, employees and directors are required to review any pledging of Company securities with the Company’s General Counsel prior to engaging in such activity. The company’s Insider Trading Policy also provides that all transactions in our company’s securities by the company’s directors, the NEOs and certain other officers and employees must be pre-cleared by the company’s law department. What Role Does Section 162(m) of the Internal Revenue Code Have in the Design of Executive Compensation Programs? Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation paid in excess of $1 million annually to the CEO and the three other most highly-compensated executive officers, other than the Chief Financial Officer, unless the compensation in excess of $1 million qualifies as “performance-based” compensation. Performance-based compensation for these purposes generally does not include salaries, incentive compensation for which the company’s stockholders have not approved the business criteria upon which applicable performance goals are based, and incentive compensation (other than stock options and stock appreciation rights) the payment of which is not based on the satisfaction of objective pre-established performance goals or as to which a compensation committee has discretion to increase the 34


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    amount of the payout. The Compensation/Succession Committee retains the discretion to provide compensation that may not be tax deductible if it feels these actions are in the best interests of the Company and its stockholders. The Compensation/Succession Committee believes that the amount of any expected loss of a tax deduction under Section 162(m) will be insignificant to the Company’s overall tax position. Has the Company Evaluated Its Compensation Programs as They Relate to Risk? On an ongoing basis, management assesses potential risks associated with compensation decisions and discusses them with the Compensation/Succession Committee if warranted. To date, we have not identified any incentive compensation programs that encourage inappropriate risk taking. We have established a policy under which we engage an outside consultant every other year to review the company’s programs and independently assess the risk in them. During CY2013, ADM engaged an outside consultant, The Hay Group (“Hay”), to assist the Compensation/ Succession Committee in evaluating the risk in the company’s compensation programs. In conducting an independent assessment, Hay reviewed all of the company’s incentive compensation programs and determined there were no compensation programs that encourage inappropriate risk-taking or the manipulation of earnings. The detailed findings of this review were discussed with management and presented to the Compensation/ Succession Committee in November 2013. How Does the Company Address Liabilities Associated With Retirement Programs? The Compensation/Succession Committee is mindful that the non-qualified deferred compensation and supplemental retirement plans create financial statement liabilities. We do not set amounts aside in a “rabbi” trust for the benefit of participants in the deferred compensation or supplemental retirement plans. However, the deferred compensation plans have “rabbi” trust funding triggers in the event of a potential change in control of the Company. This trigger provides some measure of assurance to employees that amounts they have chosen to defer from their current compensation will be held for their benefit, although still subject to creditor claims as required under the applicable tax law. In maintaining the non-qualified plans, the Compensation/Succession Committee has duly considered that the federal income tax deduction available to the company occurs at the same time that participants are paid benefits from the applicable plan. The company is required to fund its qualified pension plans in a manner consistent with the minimum funding requirements of the Internal Revenue Code and the Employee Retirement Income Security Act. Historically, the company has made contributions in excess of the minimum to maintain its plans at or near a full funding level relative to the accrued benefit obligation. Compensation/Succession Committee Report The Compensation/Succession Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation/Succession Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. K.R. Westbrook, Chairman A.L. Boeckmann M.H. Carter T.F. O’Neill Compensation/Succession Committee Interlocks and Insider Participation None of the members of the Compensation/Succession Committee is or has been an employee of the company or any of the company’s subsidiaries. There are no interlocking relationships between the company and other entities that might affect the determination of the compensation of the company’s executive officers. 35


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    Summary Compensation Table The following table summarizes the compensation for the fiscal years noted in the table of our principal executive officer, principal financial officer, and our three other most highly-compensated executive officers who were serving as executive officers on December 31, 2013 (collectively, the “named executive officers”). Change in Pension Value and Nonqualified Non-Equity Deferred Stock Option Incentive Plan Compensation All Other Name and Principal Salary Bonus Awards Awards Compensation Earnings Compensation Total Position Year ($) ($) ($)(3) ($)(3) ($)(4) ($) ($) ($) P. A. Woertz . . . . . . . . . 2013 1,300,000 3,124,908 957,687 1,412,775 22,734(6) 63,657(7) 6,881,761 Chairman and CEO 2012.5 650,000 4,010,291 2,751,826 840,938 121,554 54,322 8,428,931 2012 1,300,000 4,011,050 2,921,235 638,469 476,947 85,223 9,432,924 2011 1,300,000 4,011,432 3,071,547 2,469,902 166,120 60,861 11,079,862 J. R. Luciano . . . . . . . . . 2013 945,000 1,601,535 490,818 1,086,750 21,471(6) 233,599(8) 4,379,173 President and COO 2012.5 465,000 1,859,078 1,275,686 431,250 13,157 66,383 4,110,554 2012 900,000 1,859,431 1,354,218 294,678 25,977 172,481 4,606,785 2011 204,808 9,055,361 — 569,978 2,879 229,774 10,062,800 R. G. Young . . . . . . . . . 2013 775,000 976,560 299,285 724,500 17,027(6) 18,055(9) 2,810,427 Senior Vice President 2012.5 383,333 1,062,338 728,964 323,438 10,955 5,200 2,514,228 and CFO 2012 750,000 770,340 561,031 163,710 23,538 306,431 2,575,050 2011 500,000 796,881 — 542,386 8,811 19,720 1,868,248 D. C. Findlay(1) . . . . . . 2013 350,000 1,200,000(5) 3,187,749 1,098,792 — 8,493(6) 436,339(10) 6,281,373 Senior Vice President, General Counsel and Secretary C. E. Huss(2) . . . . . . . . . 2013 544,168 234,390 71,831 301,530 0(6) 1,205,137(11) 2,357,056 Senior Vice President (1) Mr. Findlay was first employed by our company in July, 2013. (2) Mr. Huss first became a named executive officer in 2013 and retired as an executive officer and employee of the company effective December 31, 2013. (3) The amounts shown for stock and option awards represent the aggregate grant date fair value of the awards for fiscal years 2013, 2012.5, 2012, and 2011, respectively. We calculated these amounts in accordance with the provisions of FASB ASC Topic 718 utilizing the assumptions discussed in Note 12 to our financial statements for the fiscal year ended December 31, 2013, the six-month period ended December 31, 2012, and the fiscal year ended June 30, 2012, respectively, and in Note 10 to our financial statements for the fiscal year ended June 30, 2011. (4) Represents amounts paid under our annual incentive plan related to fiscal year 2013, paid in February, 2014. (5) Consists of $500,000 signing bonus paid upon Mr. Findlay beginning employment with our company and $700,000 guaranteed target bonus paid pursuant to our non-equity incentive compensation plan. (6) Each amount shown represents the aggregate change in actuarial present value of the named executive officer’s accumulated benefit under all defined benefit and actuarial pension plans from December 31, 2012 to December 31, 2013, using the same assumptions used for financial reporting purposes except that retirement age is assumed to be the normal retirement age (65) specified in the plans. No named executive officer received above market or preferential earnings on deferred compensation. To derive the change in pension value for financial reporting purposes, the assumptions used to value pension liabilities on December 31, 2012 were interest rate of 3.90% for the ADM Retirement Plan for Salaried Employees, interest rate of 3.60% for the ADM Supplemental Retirement Plan and mortality determined under RP2000CH projected to 2020 using Scale AA and the assumptions used to value pension liabilities on December 31, 2013 were interest rate of 4.80% for the ADM Retirement Plan for Salaried Employees, interest rate of 4.45% for the ADM Supplemental Retirement Plan and mortality determined under RP2000CH projected to 2021 using Scale AA. The total change in Mr. Huss’s pension value was ($24,111). (7) Includes $50,419 related to personal use of company-owned aircraft, $12,750 in company contributions under our 401(k) and Employee Stock Ownership Plan and expenses related to home security system. (8) Includes $131,966 related to personal use of company-owned aircraft, $88,748 related to moving expenses, $12,750 in company contributions under our 401(k) and Employee Stock Ownership Plan, and expenses related to automobile maintenance. (9) Includes $12,750 in company contributions under our 401(k) and Employee Stock Ownership Plan and expenses related to automobile maintenance and executive healthcare services. (10) Includes $317,022 related to moving expenses, $115,947 tax gross up related to certain moving expenses and amounts related to personal use of company-owned aircraft, executive healthcare services and company contributions to our 401(k) and Employee Stock Ownership Plan. 36


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    (11) Includes $1,092,000 paid pursuant to Mr. Huss’s separation agreement, $41,913 for the estimated value of Mr. Huss’s company-owned automobile and communications equipment transferred to him pursuant to his separation agreement, $52,500 for accrued but unused vacation, $12,750 in company contributions to our 401(k) and Employee Stock Ownership Plan and expenses related to personal use of company-owned automobile. Aggregate incremental cost to our company of perquisites and personal benefits is determined as follows. In the case of payment of expenses related to home security systems, executive healthcare services and moving expenses, incremental cost is determined by the amounts paid to third-party providers. In the case of personal use of company-owned aircraft, incremental cost is based solely on the cost per hour to the company to operate the aircraft, and does not include fixed costs that do not change based on usage, such as purchase costs of the aircraft and non-trip-related hangar expenses. Our direct operating cost per hour of an aircraft is based on the actual costs of fuel, on-board catering, aircraft maintenance, landing fees, trip-related hangar and parking costs, and smaller variable costs, divided by the number of hours the aircraft was operated during the year. In the case of personal use of company-owned automobiles, incremental cost is based on the direct costs to operate the vehicle, such as maintenance, fuel, registration and parking fees, and does not include fixed costs to acquire or lease the vehicle. Employment Agreements In connection with the election of Ms. Woertz as our President and Chief Executive Officer, we and Ms. Woertz entered into Terms of Employment dated as of April 27, 2006. Pursuant to the Terms of Employment, the board approved an initial annual salary for Ms. Woertz of $1,200,000 and approved a target annual bonus of at least 125% of her annual salary. Pursuant to the Terms of Employment, there shall be no reduction in Ms. Woertz’s initial $1,200,000 annual salary as a result of subsequent salary reviews. Ms. Woertz is also entitled to receive, pursuant to the Terms of Employment, other benefits and perquisites comparable to those received by her predecessor as Chief Executive Officer or, if more favorable, other ADM senior officers. Provisions of Ms. Woertz’s Terms of Employment relating to termination of her employment and change-in-control of our company are described below in the “Termination of Employment and Change-in-Control Arrangements” section. 37


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    Grants of Plan-Based Awards During Fiscal Year 2013 The following table summarizes the grants of plan-based awards made to our named executive officers during the fiscal year ended December 31, 2013. Grant Estimated Date Future Fair Payouts All Other All Other Exercise Value of Under Stock Option or Base Closing Stock Estimated Future Payment Equity Awards: Awards: Price of Market and Under Non-Equity Incentive Plan Awards Incentive Number of Number of Option Price on Option Plan Shares of Securities Awards the Date Awards Grant Threshold Target Maximum Awards Stock or Underlying ($/Sh) of ($) Name Date ($) ($) ($) (#)(1) Units(#) Options(#) (2) Grant ($) (3) P. A. Woertz . . . . . . 0 1,950,000 4,680,000 2/21/13 65,381 2,124,883 2/21/13 100,807 32.50 32.11 957,687 2/21/13 30,770 1,000,025 J. Luciano . . . . . . . . 0 1,500,000 3,600,000 2/21/13 33,508 1,089,010 2/21/13 51,664 32.50 32.11 490,818 2/21/13 15,770 512,525 R. Young . . . . . . . . . 0 1,000,000 2,400,000 2/21/13 20,432 664,040 2/21/13 31,503 32.50 32.11 299,285 2/21/13 9,616 312,520 D. C. Findlay . . . . . . 700,000 700,000 1,680,000 7/22/13 86,907 3,187,749 7/22/13 99,503 36.68 36.17 1,098,792 C. E. Huss . . . . . . . . 0 437,000 1,048,800 2/21/13 4,904 159,380 2/21/13 7,561 32.50 32.11 71,831 2/21/13 2,308 75,010 (1) The number of shares shown represents the maximum payout under the performance share unit award. (2) Exercise price was determined by using the closing market price of a share of our common stock on the New York Stock Exchange on the trading day immediately prior to the grant date. (3) The grant date fair value is generally the amount the company would expense in its financial statements over the award’s service period under FASB ASC Topic 718. All of the awards in the table above were granted under our 2009 Incentive Compensation Plan. The awards shown in the columns designated “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” were made pursuant to our annual cash incentive plan. The amounts actually paid with respect to these awards are reflected in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. See “Compensation Discussion and Analysis” for more information about our annual cash incentive plan. All of the awards shown in the “All Other Stock Awards” column in the table above are restricted stock unit awards and vest in full three years after the date of the grant. Under the terms of the restricted stock unit award agreement pertaining to each of these awards, the recipient of the award may receive cash dividend equivalents on restricted stock units prior to their vesting date, but may not transfer or pledge the units in any manner prior to vesting. Dividend equivalents on restricted stock units are paid at the same rate as dividends to our stockholders generally. Vesting accelerates in full upon the death of the award recipient or a change-in-control of our company, and continues in accordance with the original vesting schedule if employment ends as a result of disability or retirement. If employment ends for other reasons, unvested shares are forfeited (except as otherwise described below in “Termination of Employment and Change-in-Control Arrangements”). With respect to each of the restricted stock unit awards described above, if an award recipient’s employment is terminated for cause, or if the recipient breaches a non-competition or confidentiality restriction or participates 38


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    in an activity deemed by us to be detrimental to our company, the recipient’s unvested units will be forfeited, and any shares issued in settlement of units that have already vested must be returned to us or the recipient must pay us the amount of the shares’ fair market value as of the date they were issued. All of the awards shown in the “All Other Option Awards” column in the table above are non-qualified stock option awards, vest and become exercisable in five equal annual installments commencing on the first anniversary of the grant date, and must be exercised within ten years after the grant date. The exercise price may be paid in cash or by delivering shares of our common stock that are already owned by the award recipient. Under the terms of the stock option agreement pertaining to each of these awards, vesting and exercisability accelerate in full upon the death of the recipient or change-in-control of our company, and continue in accordance with the original vesting schedule if employment ends as a result of disability or retirement. If employment ends for other reasons, a recipient forfeits any interest in the unvested portion of any option (except as otherwise described below in “Termination of Employment and Change-in-Control Arrangements”), but retains the right to exercise the previously vested portion of any option for a period of three months. In addition, if an award recipient’s employment is terminated for cause, or if the recipient breaches a non-competition or confidentiality restriction or participates in an activity deemed by us to be detrimental to our company, the recipient’s right to exercise any unexercised options will terminate, the recipient’s right to receive option shares will terminate, and any shares already issued upon exercise of the option must be returned to us in exchange for the lesser of the shares’ then-current fair market value or the price paid for the shares, or the recipient must pay us cash in the amount of the gain realized by the recipient from the exercise of the option. The awards shown in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column in the table above are awards of performance share units, each of which represents the contingent right to receive one share of our common stock upon vesting of the units. The awards vest on March 31, 2016, but only if our company’s net earnings attributable to controlling interests for the period of January 1, 2013 to December 31, 2015 exceeds the sum of our company’s dividend payments and after-tax interest expenses for such period and the Compensation/Succession Committee has not exercised its discretion to reduce the number of earned units that are eligible to vest. The Compensation/Succession Committee may reduce the number of earned units to zero in the event the company’s adjusted ROIC (as defined in the applicable award agreement) for each of the calendar years during the performance period is not equal to or greater than our company’s weighted average cost of capital (as defined in the applicable award agreement) for that calendar year and our company’s adjusted ROIC for at least one of the calendar years during the performance period is not equal to or greater than our company’s weighted average cost of capital plus 2% for that calendar year. No dividend equivalents are paid on units, and the units may not be transferred or pledged in any manner. If employment ends other than as a result of death, retirement or disability, unvested units are forfeited. If an award recipient’s employment ends as a result of retirement or disability, unvested units remain eligible to vest in accordance with the original vesting terms and schedule, subject to the forfeiture provisions described below. If employment ends as a result of an award recipient’s death or a change in control of our company occurs, unvested units vest in full. In addition, if an award recipient’s employment is terminated for cause, or if the recipient breaches a noncompetition or confidentiality restriction or participates in an activity deemed by us to be detrimental to our company, the recipient’s unvested units will be forfeited and any shares that have already been issued in settlement of vested units must be returned to us or the recipient must pay us the amount of the shares’ fair market value as of the date the units vested. The impact of a termination of employment or change-in-control of our company on restricted stock unit, performance share unit and stock option awards held by our named executive officers is quantified in the “Termination of Employment and Change-in-Control Arrangements” section below. 39


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    Outstanding Equity Awards at Fiscal Year 2013 Year-End The following table summarizes information regarding unexercised stock options, unvested restricted stock awards and unearned performance share units for the named executive officers as of December 31, 2013. Option Awards Stock Awards Market Equity Incentive Value of Equity Incentive Plan Awards: Number of Number of Number of Shares or Plan Awards: Market or Payout Securities Securities Shares or Units of Number of Value of Unearned Underlying Underlying Option Units of Stock that Unearned Shares, Shares, Units or Unexercised Unexercised Exercise Option Stock that have not Units or Other Other Rights that Options (#) Options (#) Price Expiration have not Vested Rights that have have not Vested Name Exercisable Unexercisable ($) Date Vested (#) ($)(1) not Vested (#) ($)(1) P. A. Woertz . . . . — 100,807(2) 32.50 2-21-2023 93,440 373,763(3) 26.25 8-16-2022 167,406 251,109(4) 26.17 8-11-2021 208,948 139,300(5) 30.71 8-19-2020 270,125 67,532(6) 28.70 9-10-2019 824,801 — 26.03 8-8-2018 103,669 — 34.37 8-3-2017 138,770 — 36.34 5-1-2016 371,423(8) 16,119,758 30,770(13) 1,335,418 J. R. Luciano . . . . — 51,664(2) 32.50 2-21-2023 . 43,317 173,268(3) 26.25 8-16-2022 77,605 116,409(4) 26.17 8-11-2021 307,658(9) 13,352,357 140,238(14) 6,086,329 R. Young . . . . . . . — 31,503(2) 32.50 2-21-2023 24,752 99,011(3) 26.25 8-16-2022 32,150 48,227(4) 26.17 8-11-2021 90,338(10) 3,920,669 9,616(13) 417,334 D. C. Findlay . . . . — 99,503(7) 36.68 7-22-2023 86,907(11) 3,771,764 C. E. Huss . . . . . . — 7,561(2) 32.50 2-21-2023 7,425 29,704(3) 26.25 8-16-2022 10,244 15,366(4) 26.17 8-11-2021 7,794 5,196(5) 30.71 8-19-2020 10,076 2,519(6) 28.70 9-10-2019 28,441 — 26.03 8-8-2018 10,606 — 34.37 8-3-2017 7,229 — 41.81 8-10-2016 17,596 — 20.90 8-8-2015 12,769 — 15.73 8-19-2014 26,424(12) 1,146,802 16,859(15) 731,681 (1) Calculated by multiplying the closing market price of a share of our common stock on the New York Stock Exchange on December 31, 2013, which was $43.40, by the number of shares or units that have not vested. (2) Stock options vest at the rate of 20% of the initial grant per year, with remaining vesting dates on February 21 of 2014, 2015, 2016, 2017 and 2018. (3) Stock options vest at the rate of 20% of the initial grant per year, with remaining vesting dates on August 16 of 2014, 2015, 2016 and 2017. (4) Stock options vest at the rate of 20% of the initial grant per year, with remaining vesting dates on August 11 of 2014, 2015 and 2016. (5) Stock options vest at the rate of 20% of the initial grant per year, with remaining vesting dates on August 19 of 2014 and 2015. (6) Stock options vest at the rate of 20% of the initial grant per year, with remaining vesting date on September 10 of 2014. (7) Stock options vest at the rate of 20% of the initial grant per year, with remaining vesting dates on July 22 of 2014, 2015, 2016, 2017 and 2018. (8) Restricted share and unit awards vest as to 153,269 shares on August 11, 2014, 152,773 shares on August 16, 2015 and 65,381 shares on February 21, 2016. (9) Restricted share and unit awards vest as to 132,276 shares on April 12, 2014, 71,052 shares on August 11, 2014, 70,822 shares on August 16, 2015 and 33,508 shares on February 21, 2016. (10) Restricted share and unit awards vest as to 29,436 shares on August 11, 2014, 40,470 shares on August 16, 2015 and 20,432 shares on February 21, 2016. (11) Restricted stock unit award vests as to 86,907 shares on July 22, 2016. (12) Restricted share and unit awards vest as to 9,379 shares on August 11, 2014, 12,141 shares on August 16, 2015 and 4,904 shares on February 21, 2016. (13) Amount shown represents the number of unvested performance share units granted on February 21, 2013. Performance share unit award is eligible to vest on March 31, 2016, depending on the extent to which performance conditions have been satisfied. 40


  • Page 48

    (14) Amount shown represents 124,468 unvested performance share units granted on April 11, 2011 which are eligible to vest on October 14, 2014 and will be settled in a number of shares ranging between 0% and 150% of the number of vested performance units depending on the extent to which performance conditions have been satisfied. Disclosure is based on an assumed share settlement equal to 100% of the number of units. Amount shown also represents 15,770 unvested performance share units granted on February 21, 2013, which are eligible to vest on March 31, 2016, depending on the extent to which performance conditions have been satisfied. Disclosure of this award is based on an assumed maximum payout under the award. (15) Amount shown represents 14,551 unvested performance share units granted on September 6, 2012 which are eligible to vest on March 31, 2016, and 2,308 unvested performance share units granted on February 21, 2013 which are eligible to vest on March 31, 2016, depending on the extent to which performance conditions have been satisfied. Disclosure of this award is based on an assumed maximum payout under the award. Option Exercises and Stock Vested During Fiscal Year 2013 The following table summarizes information regarding stock options exercised by the named executive officers during the fiscal year ended December 31, 2013, and restricted stock awards to the named executive officers that vested during that same period. No performance share unit awards vested during the fiscal year ended December 31, 2013. Option Awards Stock Awards Number of Shares Value Number of Value Acquired Realized Shares Realized on on Acquired on Exercise Exercise Upon Vesting Name (#) ($)(1) Vesting (#) ($)(2) P. A. Woertz . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 130,623 4,809,539 J. R. Luciano . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 R. G. Young . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 23,916 975,773 D. C. Findlay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 C. E. Huss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,201 301,723 24,873 836,124 (1) Represents the difference between the market value of the shares acquired upon exercise (calculated using the average of the high and low sale prices reported on the New York Stock Exchange on the exercise date) and the aggregate exercise price of the shares acquired. (2) Represents the market value of the shares that vested, calculated using the average of the high and low sale prices reported on the New York Stock Exchange on the vesting date. Pension Benefits The following table summarizes information regarding the participation of each of the named executive officers in our defined benefit retirement plans as of the pension plan measurement date for the fiscal year ended December 31, 2013. Payments Number Present During of Years Value of Last Credited Accumulated Fiscal Service Benefit Period Name Plan Name (#)(1) ($)(2) ($) P. A. Woertz . . . . . . . . . . . . . . . . . . . . . . . . . . . ADM Retirement Plan 8 150,199 0 ADM Supplemental Retirement Plan 8 1,878,037 0 J. R. Luciano . . . . . . . . . . . . . . . . . . . . . . . . . . . ADM Retirement Plan 3 18,049 0 ADM Supplemental Retirement Plan 3 45,435 0 R. G. Young . . . . . . . . . . . . . . . . . . . . . . . . . . . ADM Retirement Plan 3 20,834 0 ADM Supplemental Retirement Plan 3 39,497 0 D. C. Findlay . . . . . . . . . . . . . . . . . . . . . . . . . . ADM Retirement Plan 1 6,075 0 ADM Supplemental Retirement Plan 1 2,417 0 C. E. Huss(3) . . . . . . . . . . . . . . . . . . . . . . . . . . ADM Retirement Plan 31 1,177,868 0 ADM Supplemental Retirement Plan 31 1,442,442 0 41


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    (1) The number of years of credited service was calculated as of the pension plan measurement date used for financial statement reporting purposes, which was December 31, 2013. (2) The assumptions used to value pension liabilities as of December 31, 2013 were interest of 4.80% for the ADM Retirement Plan and 4.45% for the ADM Supplemental Retirement Plan and mortality determined under RP2000CH projected to 2021 using Scale AA. The amounts reported for Ms. Woertz, Mr. Luciano, Mr. Young, and Mr. Findlay are the present value of their respective projected normal retirement benefit under the Retirement and Supplemental Plans at December 31, 2013. The amounts reported are calculated by projecting the balance in the accounts forward to age 65 by applying a 3.68% interest rate and then discounting back to December 31, 2013 using the assumptions specified above. The total account balance for Ms. Woertz at December 31, 2013 under the Retirement and Supplemental Plans was $1,764,437, the total account balance for Mr. Luciano at December 31, 2013 under the Retirement and Supplemental Plans was $64,536, the total account balance for Mr. Young at December 31, 2013 under the Retirement and Supplemental Plans was $61,881, and the total account balance for Mr. Findlay at December 31, 2013 under the Retirement and Supplemental Plans was $8,750, which are the amounts that would have been distributable if such individuals had terminated employment on that date. (3) Mr. Huss retired from the company effective December 31, 2013. He is eligible to commence his benefit under the Retirement Plan at any time. He will begin receiving his benefit under the Supplemental Plan on July 1, 2014 payable in an annuity form. The present value of his early retirement benefit under these two plans as of December 31, 2013 is $2,897,382. Qualified Retirement Plan We sponsor the ADM Retirement Plan (the “Retirement Plan”), which is a qualified defined benefit plan under Section 401(a) of the Internal Revenue Code. The Retirement Plan covers eligible salaried employees of our company and its participating affiliates. Effective January 1, 2009, the Retirement Plan was amended to provide benefits determined under a cash- balance formula. The cash-balance formula applies to any participant entering or re-entering the plan on or after January 1, 2009 and to any participant who had less than five years of service prior to January 1, 2009. For a participant with an accrued benefit but less than five years of service prior to January 1, 2009, an account was established on January 1, 2009 with an opening balance equal to the present value of his or her accrued benefit determined under the final average pay formula. The accrued benefits of all other participants to whom the cash- balance formula does not apply continue to be determined under the traditional final average pay formula. Ms. Woertz, Mr. Luciano, Mr. Young and Mr. Findlay participate in the cash-balance formula, while Mr. Huss participates in the final average pay formula. A participant whose accrued benefit is determined under the cash-balance formula has an individual hypothetical account established under the Retirement Plan. Pay and interest credits are made on an annual basis to the participant’s account. Pay credits are equal to a percentage of the participant’s earnings for the year based on the sum of the participant’s age and years of service at the end of the year under the following schedule. Age + Service Pay Less than 40 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.00% at least 40 but less than 50 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.25% at least 50 but less than 60 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.50% at least 60 but less than 70 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.00% at least 70 but less than 80 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.50% 80 or more . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.00% Interest credits are made at the end of the year and are calculated on the balance of the participant’s account as of the first day of the plan year, using an interest rate based upon the yield on 30-year Treasury bonds, subject to a minimum annual interest rate of 1.95%. The participant’s pension benefit will be the amount of the balance in the participant’s account at the time that the pension becomes payable under the Retirement Plan. The pension payable to a participant whose accrued benefit under the final average pay formula was converted to the cash- balance formula at January 1, 2009, if paid in annuity form, will be increased to reflect any additional benefit which the participant would have received in that form under the traditional formula, but only with respect to the benefit accrued by the participant prior to January 1, 2009. A participant under the cash-balance formula becomes vested in a benefit under the Retirement Plan after three years of service. There are no special early retirement benefits under the cash-balance formula. 42


  • Page 50

    For a participant whose accrued benefit is determined under the final average pay formula, the formula calculates a life annuity payable at a normal retirement age of 65 based upon a participant’s highest average earnings over five consecutive of the last 15 years of employment. The final average pay formula provides a benefit of 36% of a participant’s final average earnings, plus 16.5% of the participant’s final average earnings in excess of Social Security “covered compensation.” This benefit accrues ratably over 30 years of service. A participant accrues an additional benefit of 1/2% of final average earnings for years of service in excess of 30. Early retirement is available at age 55 with 10 years of service. The life annuity payable at early retirement is subsidized relative to the normal retirement benefit. The payment amount in life annuity form is 97% of the full benefit amount at age 64, and 50% at age 55, with adjustments between those two ages. Mr. Huss was eligible for early retirement at the time he retired. A participant under the final average pay formula becomes vested in a benefit under the Retirement Plan after five years of service. Earnings for purposes of the cash-balance and the final average pay formulas generally include amounts reflected as pay on Form W-2, increased by 401(k) Plan deferrals and elective “cafeteria plan” contributions, and decreased by bonuses, expense allowances/reimbursements, severance pay, income from stock option and restricted stock awards or cash payments in lieu thereof, merchandise or service discounts, amounts paid in a form other than cash, and other fringe benefits. Annual earnings are limited as required under Section 401(a)(17) of the Internal Revenue Code. When a participant is eligible for a pension, the participant has a choice of a life annuity, a joint and 50% survivor annuity, a joint and 75% survivor annuity, or a joint and 100% survivor annuity. Each joint and survivor annuity form is the actuarial equivalent of the life annuity payable at the same age, with actuarial equivalence determined using the IRS prescribed mortality table under Section 417(e) of the Internal Revenue Code and an interest rate assumption of 6%. Cash-balance participants may also elect a lump-sum payment option. Supplemental Retirement Plan We also sponsor the ADM Supplemental Retirement Plan (the “Supplemental Plan”), which is a non- qualified deferred compensation plan under Section 409A of the Internal Revenue Code. The Supplemental Plan covers participants in the Retirement Plan whose benefit under such plan is limited by the benefit limits of Section 415 or the compensation limit of Section 401(a)(17) of the Internal Revenue Code. The Supplemental Plan also covers any employee whose Retirement Plan benefit is reduced by participation in the ADM Deferred Compensation Plan. Participation by those employees who otherwise qualify for coverage is at the discretion of the board, Compensation/Succession Committee or, in the case of employees other than executive officers, the Chief Executive Officer. The Supplemental Plan provides the additional benefit that would have been provided under the Retirement Plan but for the limits of Section 415 or 401(a)(17) of the Internal Revenue Code, and but for the fact that elective contributions made by the participant under the ADM Deferred Compensation Plan are not included in the compensation base for the Retirement Plan. A participant is not vested in a benefit under the Supplemental Plan unless and until the participant is vested in a benefit under the Retirement Plan, which requires three years of service for a cash-balance formula participant and five years of service for a final average pay formula participant, for vesting. A separate payment form election is required with respect to the Supplemental Plan benefit from among the same options available under the Retirement Plan, subject to the limitations of Section 409A of the Internal Revenue Code. Except as noted below for Ms. Woertz, it generally has not been our practice to grant additional service credit under the Supplemental Plan beyond what is earned under the Retirement Plan. Ms. Woertz entered the Supplemental Plan when she satisfied the one year of service requirement for entry into the Retirement Plan on May 1, 2007. Ms. Woertz’s Terms of Employment provide that, once a participant, her Supplemental Plan benefit will be fully-vested, will be calculated after including bonuses in the compensation base, and will be payable in a lump sum six months following her separation from service. The severance provisions of such Terms of Employment also provide for the additional benefit that would derive from two years of pension coverage (or three years of pension coverage in the event of a termination within two years following a change-in-control). 43

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