Archer Daniels Midland Company Pays $40 Million for Financial Violations

The Securities and Exchange Commission filed settled charges against Archer Daniels Midland Company and its former executives, Vince Macciocchi and Ray Young, and a litigated action against its former executive Vikram Luthar, for materially inflating the performance of a key ADM business segment, Nutrition, which ADM touted to investors as an important driver of the company's overall growth. The SEC's complaint against Luthar alleges that he directed "adjustments" to Nutrition's transactions with other ADM business segments when Nutrition was falling short of its operating profit targets for fiscal years 2021 and 2022. According to the complaint, the adjustments included retroactive rebates and price changes not customarily available to ADM's third-party customers that were essentially one-sided transfers of operating profit to Nutrition, with the goal of making it appear that Nutrition was meeting the 15% to 20% per year operating profit growth Luthar and other ADM executives projected to investors. The SEC's settled order against ADM, Macciocchi, and Young finds that Macciocchi and Luthar led efforts to identify and structure adjustments for fiscal years 2021 and 2022, and that Young negligently approved improper adjustments for fiscal years 2019 and 2021. These adjustments also included retroactive rebates and price changes, were targeted to specific dollar amounts to hit Nutrition's operating profit goals or mask a shortfall, and were not provided to third parties, according to the order. The SEC considered ADM's cooperation and significant remedial measures in accepting its settlement offer. Specifically, the company conducted an internal investigation, voluntarily reported its findings to the staff, and provided the staff with additional analyses from an outside accounting expert. ADM's remedial measures included implementing new internal accounting controls around intersegment transactions, amending its policies and procedures, and testing the effectiveness of its new controls, among other things. The order creates a Fair Fund to distribute the ordered monetary relief to investors harmed by the violations. ADM agreed to pay a $40,000,000 civil penalty, Macciocchi agreed to pay disgorgement and prejudgment interest totaling $404,343 and a civil penalty of $125,000, and Young agreed to pay disgorgement and prejudgment interest totaling $575,610 and a civil penalty of $75,000. Macciocchi also agreed to a three-year officer and director bar.