UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
FORM
11-K
|
x
|
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the
fiscal year ended December 31, 2004
OR
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the
transition period ________________________ TO
________________________
Commission
file number 1-44
|
A.
|
Full
title of the plan and the address of the plan, if different from
that of
the issuer named below:
|
ADM
401(k) and Employee Stock Ownership Plan for Salaried Employees
|
B.
|
Name
of the issuer of the securities held pursuant to the Plan and the
address
of its principal executive office:
|
Archer-Daniels-Midland
Company
4666
Faries Parkway
PO
Box
1470
Decatur,
Illinois 62525
AUDITED
FINANCIAL STATEMENTS AND SCHEDULE
ADM
401(k) and Employee Stock Ownership Plan for Salaried Employees
(Formerly
ADM 401(k) Plan for Salaried Employees)
Years
Ended December 31, 2004 and 2003
ADM
401(k)
and Employee Stock Ownership Plan for Salaried Employees
(Formerly
ADM 401(k) Plan for Salaried Employees)
Audited
Financial Statements and Schedule
Years
Ended December 31, 2004 and 2003
Contents
|
Report
of Independent Registered Public Accounting Firm
|
1
|
|
Audited
Financial Statements
|
|
|
Statements
of Net Assets Available for Benefits
|
2
|
|
Statements
of Changes in Net Assets Available for Benefits
|
3
|
|
Notes
to Financial Statements
|
4
|
|
Schedule
|
|
|
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year)
|
10
|
Report
of
Independent Registered Public Accounting Firm
The
Administrative Committee
ADM
401(k) and Employee Stock Ownership Plan for Salaried Employees
(Formerly
ADM 401(k) Plan for Salaried Employees)
We
have
audited the accompanying statements of net assets available for benefits
of ADM
401(k) and Employee Stock Ownership Plan for Salaried Employees (formerly
ADM
401(k) Plan for Salaried Employees) as of December 31, 2004 and 2003, and
the
related statements of changes in net assets available for benefits for the
years
then ended. These financial statements are the responsibility of the Plan’s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform
an
audit of the Plan’s internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a
basis
for designing audit procedures that are appropriate in the circumstances,
but
not for the purpose of expressing an opinion on the effectiveness of the
Plan’s
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management,
and
evaluating the overall financial statement presentation. We believe that
our
audits provide a reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan at December
31, 2004 and 2003, and the changes in its net assets available for benefits
for
the years then ended, in conformity with U.S. generally accepted accounting
principles.
Our
audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2004 is presented for purposes of
additional analysis and is not a required part of the financial statements
but
is supplementary information required by the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of
the
Plan’s management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
St.
Louis,
Missouri
June
9,
2005
1
ADM
401(k)
and Employee Stock Ownership Plan for Salaried Employees
(Formerly
ADM 401(k) Plan for Salaried Employees)
Statements
of Net Assets Available for Benefits
|
December
31
|
|||||||
|
2004
|
|
|
2003
|
||||
|
Assets
|
|||||||
|
Interest
in Master Trust
|
$
|
599,458,240
|
$
|
164,841,811
|
|||
|
Accrued
investment income
|
944,142
|
-
|
|||||
|
Participant
loans receivable
|
4,282,298
|
4,145,840
|
|||||
|
Contributions
receivable from employer
|
1,305,560
|
-
|
|||||
|
Net
assets available for benefits
|
$
|
605,990,240
|
$
|
168,987,651
|
|||
See
accompanying notes.
2
ADM
401(k)
and Employee Stock Ownership Plan for Salaried Employees
(Formerly
ADM 401(k) Plan for Salaried Employees)
Statements
of Changes in Net Assets Available for Benefits
|
|
Year
Ended December 31
|
||||||
|
|
|
|
2004
|
|
|
2003
|
|
|
Additions:
|
|||||||
|
Contributions
from employees
|
$
|
27,537,352
|
$
|
26,907,997
|
|||
|
Transfer
of assets from another plan
|
26,244,841
|
21,957,375
|
|||||
|
Dividend
and interest income
|
7,036,520
|
3,322,461
|
|||||
|
Transfer
from ADM Employee Stock Ownership Plan for Salaried
Employees
|
374,638,841
|
-
|
|||||
|
435,457,554
|
52,187,833
|
||||||
|
Deductions:
|
|||||||
|
Benefit
payments
|
(16,221,311
|
)
|
(10,184,846
|
)
|
|||
|
Net
realized and unrealized appreciation in fair value of
investments
|
17,766,346
|
23,537,852
|
|||||
|
Net
increase
|
437,002,589
|
65,540,839
|
|||||
|
Net
assets available for benefits at beginning of year
|
168,987,651
|
103,446,812
|
|||||
|
Net
assets available for benefits at end of year
|
$
|
605,990,240
|
$
|
168,987,651
|
|||
See
accompanying notes.
3
ADM
401(k)
and Employee Stock Ownership Plan for Salaried Employees
(Formerly
ADM 401(k) Plan for Salaried Employees)
Notes
to
Financial Statements
December
31, 2004
1.
Description of the Plan
General
The
ADM
401(k) and Employee Stock Ownership Plan for Salaried Employees (the New
Plan)
was formed as a result of the merger of the ADM Employee Stock Ownership
Plan
for Salaried Employees (ESOP) into the ADM 401(k) Plan for Salaried Employees
(the Plan). The merger combined the ESOP into the Plan with the ESOP features
remaining a separate component of the New Plan. Pursuant to the merger,
the
assets of the ESOP were transferred to the Plan, and the Plan was renamed
the
ADM 401(k) and Employee Stock Ownership Plan for Salaried Employees effective
as
of the close of December 31, 2004. Prior to December 31, 2004, the Plan
and the
ESOP operated in coordination as further described below. The combined
provisions of the ESOP and the Plan will continue without significant
changes.
The
Plan
is a defined contribution plan available to all eligible salaried employees
of
Archer-Daniels-Midland Company (ADM or the Company). The Plan is subject
to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Participants should refer to the plan document and the prospectus for a
more
complete description of the Plan’s provisions.
Employees
are eligible to enroll in the Plan on the first day of employment with
a
participating employer. Employees are eligible to receive company matching
contributions after completing six months of continuous employment with
a
participating employer. At least 1,000 hours and one year of continuous
service
is required for part-time, temporary, or seasonal employees to be eligible
for
participation in the Plan. The Company matches participant contributions
made to
the Plan by contributing to the ESOP, in the form of ADM common stock.
Subsequent to December 31, 2004, contributions will be made directly into
the
New Plan.
Arrangement
with Related Party
All
plan
assets are held by Hickory Point Bank & Trust, FSB (HPB), a wholly owned
subsidiary of ADM, through a master trust agreement established for the
Plan and
certain other ADM benefit plans (the Master Trust).
Contributions
Under
the
terms of the Plan, employees electing to participate can contribute from
1% up
to as much as 25% of their compensation to the Plan, subject to certain Internal
Revenue Service limitations.
4
ADM
401(k)
and Employee Stock Ownership Plan for Salaried Employees
(Formerly
ADM 401(k) Plan for Salaried Employees)
Notes
to
Financial Statements (continued)
1.
Description of the Plan (continued)
Prior
to
December 31, 2004, all Company contributions were deposited in the ESOP in
the
form of ADM common stock, and all contributions were immediately vested to
the
participant.
Investment
Options
Participants
may invest their contributions in one or more of the investment funds offered
by
the Plan.
Participants
in the ESOP could elect at any time to convert all or any number of the shares
of ADM common stock acquired through participant and company matching
contributions to cash and have the cash transferred to the Plan to be invested
in the investment options available under the Plan.
Participant
Accounts
Each
participant’s account contains the participant's respective contributions, the
Company’s matching contributions (after December 31, 2004), and investment
earnings. The benefit to which a participant is entitled is the benefit that
can
be provided from the participant’s account.
Participant
Loans
Eligible
participants may borrow from their fund accounts a minimum of $1,000 up to
the
lesser of $50,000 or 50% of their participant account balance. A maximum
of one
loan may be outstanding to a participant at any time.
Loans
are
allowed only for purposes of educational or medical expenses and purchase
of a
primary residence. Educational or medical expense loans are available for
up to
five years, and home purchase loans are available for up to ten
years.
The
loans
are secured by the balance in the participant’s account and bear interest at a
rate equal to the prime rate plus 1% at time of issuance. Principal and interest
are repaid ratably through payroll deductions, with payments taken from each
paycheck.
5
ADM
401(k)
and Employee Stock Ownership Plan for Salaried Employees
(Formerly
ADM 401(k) Plan for Salaried Employees)
Notes
to
Financial Statements (continued)
1.
Description of the Plan (continued)
Plan
Merger
On
September 6, 2002, ADM acquired Minnesota Corn Processors LLC (MCP), an operator
of wet corn milling plants in Minnesota and Nebraska. Effective December
31,
2002, ADM merged the assets of the MCP savings plans covering the salaried
employees of MCP into the Plan. The net assets of the MCP savings plans covering
salaried employees of $10,450,561 were transferred to the Master Trust in
February 2003. For financial reporting purposes, the merger was treated as
if it
occurred as of the date the assets of the MCP savings plan were transferred
to
the Plan.
Withdrawal
The
full
value of an employee’s account is payable following termination of employment.
Withdrawals by active employees are permitted upon reaching age 59 1/2
or for specific hardship circumstances (only after receiving a loan available
to
the participant under the loan program).
2.
Significant Accounting Policies
Basis
of Accounting
The
accounting records of the Plan are maintained on the accrual basis.
Investment
Valuation and Income Recognition
Investments
in the Master Trust are carried at fair value. Common stocks are valued
at the
quoted market price on the last business day of the plan year. Investments
in
mutual funds are stated at the reported net asset value on the last day
of the
plan year. Unallocated funds are invested in a short-term money market
account.
Participant loans are valued at cost which approximates fair
value.
Purchases
and sales of securities are recorded on a trade-date basis. Interest income
is
recorded on the accrual basis. Dividends are recorded on the shareholder
record
date as declared by the related investment.
6
ADM
401(k)
and Employee Stock Ownership Plan for Salaried Employees
(Formerly
ADM 401(k) Plan for Salaried Employees)
Notes
to
Financial Statements (continued)
2.
Significant Accounting Policies (continued)
Plan
Expenses
Brokerage
commissions, transfer taxes, and other charges and expenses in connection
with
the purchase or sale of securities are charged against the trust fund and
added
to the cost of such securities or deducted from the sale proceeds, as the
case
may be. Participants are also charged loan fees and check processing fees
in
certain circumstances. Any remaining costs of administering the Plan are
currently paid by the Plan’s sponsor, ADM. While it is anticipated ADM will
continue to pay these costs, the Plan does permit the reasonable expenses
of
administering the Plan to be paid from the trust fund.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions
that
affect the amounts reported in the financial statements and accompanying
notes.
Actual results could differ from those estimates.
3.
Master Trust Investment Information
The
Plan’s
investments are held in the Master Trust. Investments and the income therefrom
are allocated to participating plans based on each plan’s participation in
investment options within the Master Trust. At December 31, 2004 and 2003,
the
Plan’s interest in the net assets of the Master Trust was approximately 76% and
28.5%, respectively.
The
following table presents the fair value of investments for the Master
Trust:
|
December
31
|
|||||||
|
|
2004
|
2003
|
|||||
|
Assets
|
|||||||
|
Cash
and cash equivalents
|
$
|
1,729,790
|
$
|
388,708
|
|||
|
Investment
securities:
|
|||||||
|
ADM
common stock
|
518,606,681
|
372,817,264
|
|||||
|
Mutual
funds
|
260,659,395
|
195,589,426
|
|||||
|
Other
common stock
|
8,106,747
|
10,516,430
|
|||||
|
Net
assets available for benefits
|
$
|
789,102,613
|
$
|
579,311,828
|
|||
7
ADM
401(k)
and Employee Stock Ownership Plan for Salaried Employees
(Formerly
ADM 401(k) Plan for Salaried Employees)
Notes
to
Financial Statements (continued)
3.
Master Trust Investment Information (continued)
Summarized
financial information with respect to the Master Trust’s investment income is as
follows:
|
|
|
Year
Ended December 31
|
|||||
|
|
|
|
2004
|
|
|
2003
|
|
|
Net
realized and unrealized appreciation (depreciation) in fair value
of
investments:
|
|||||||
|
ADM
common stock
|
$
|
167,800,633
|
$
|
69,653,402
|
|||
|
Mutual
funds
|
17,207,198
|
26,464,873
|
|||||
|
Other
common stock
|
(2,333,892
|
)
|
1,279,994
|
||||
|
$
|
182,673,939
|
$
|
97,398,269
|
||||
|
Dividend
income
|
$
|
14,624,859
|
$
|
10,041,318
|
|||
4.
Plan Termination
Although
it has not expressed any intent to do so, the Company has the right to
discontinue its contributions at any time and to terminate the Plan subject
to
the provisions of ERISA. In the event of plan termination, participants remain
100% vested in their accounts.
5.
Income Tax Status
The
Plan
received a determination letter from the Internal Revenue Service, dated
October
1, 2004, stating the Plan is qualified under Section 401(a) of the Internal
Revenue Code (the Code), and therefore, the related trust is exempt from
taxation. Subsequent to this determination by the Internal Revenue Service,
the
Plan was amended. Once qualified, the Plan is required to operate in conformity
with the Code to maintain its qualification. The plan administrator believes
the
Plan is being operated in compliance with the applicable requirements of
the
Code, and therefore, believes that the Plan, as amended, is qualified and
the
related trust is exempt from taxation.
8
ADM
401(k)
and Employee Stock Ownership Plan for Salaried Employees
(Formerly
ADM 401(k) Plan for Salaried Employees)
Notes
to
Financial Statements (continued)
6.
Risks and Uncertainties
The
Plan
invests in various investment securities. Investment securities are exposed
to
various risks such as interest rate, market, and credit risks. Due to the
level
of risk associated with certain investment securities, it is at least reasonably
possible that changes in the values of investment securities will occur in
the
near term and that such changes could materially affect participants’ account
balances and the amounts reported in the statements of net assets available
for
benefits.
9
ADM
401(k)
and Employee Stock Ownership Plan for Salaried Employees
(Formerly
ADM 401(k) Plan for Salaried Employees)
Schedule
ADM
401(k)
and Employee Stock Ownership Plan for Salaried Employees
(Formerly
ADM 401(k) Plan for Salaried Employees)
EIN:
41-0129150
Plan
029
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year)
December
31, 2004
|
Identity
of Issue, Borrower,
Lessor,
or Similar Party
|
Description
|
Current
Value
|
|
Participant
loans*
|
Loans,
interest rates from 4.75% to 10.5%, maturities through
2016
|
$4,282,298
|
*
Parties-in-interest
10
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed on its behalf
by
the undersigned hereunto duly authorized.
ARCHER-DANIELS-MIDLAND
COMPANY
/s/Douglas
J. Schmalz
Douglas
J. Schmalz
Senior
Vice President and Chief Financial Officer
Dated:
June 27, 2005
Exhibit
Index
Exhibit Description
23 Consent
of Ernst & Young LLP.