adm non-prosecution agreement

8/13/2019 ADM Non-Prosecution Agreement

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U.S.DepartmentofJustice

CriminalDivision

DecemberWilliamJ.Bachman, Esq.Jon R. Esq.Williams&ConnollyLLP725Twelfth N.W.Washington,D.C.20005

Re: ArcherDanielsMidlandCompany

DearMessrs.Bachman andFetterolf:

Onthe understandings specifiedbelow,theUnitedStatesDepartmentofJustice,CriminalDivision, Fraud Section and the United StatesAttorney'sOffice for the CentralDistrictofIllinois (collectively,the "Department")will notcriminallyprosecute Archer DanielsMidlandCompany (the "Company"), a corporation organized under the laws of Delaware andheadquartered inIllinois,or anyofitspresentor former parents, subsidiaries, or affiliates exceptas setforth inthe Plea AgreementwithrespecttoAlfredC.ToepferInternational(Ukraine)Ltd.

Ukraine")for any crimes (except forcriminaltaxviolations,astowhichthe Departmentdoesnot make any agreement) related to violations of the internal controls provisions of theForeignCorrupt Practices Act Title 15,UnitedStatesCode, Sections 78m(b) and

arisingfromor related toimproperpayments by the Company's subsidiaries, affiliates,orjointventures inUkraineand Venezuela, as describedinAttachmentAattached hereto,whichisincorporated hereinbyreference,and any other conductrelatingtointernalcontrols,books andrecords, orimproper payments disclosed by the Company to the Departmentpriortothedateonwhichthis Agreement was signed. TheDepartmententersintothisNon-Prosecution Agreementbased, in on the following factors: (a) the Company's timely,voluntary, and thoroughdisclosure of the conduct; (b) the Company's extensive cooperation with the Department,including conducting a world-wide risk assessment and corresponding global internalinvestigation,expanding thescopeoftheinvestigationwherenecessarytoensurethereviewwaseffective and thorough, making numerous presentations to the Department on the statusfindings oftheinternal investigation,voluntarilymakingcurrent and former employees available

for interviews,voluntarily producing documents to the Department, and compiling relevantdocuments by category for the Department; (c) the Company's early and extensive remedialefforts already undertaken at its own volition, and the agreement to undertake furtherenhancementsto its compliance program as described in Attachment B (Corporate ComplianceProgram); and(d)the Company's agreementtoprovideannual,writtenreportstothe Departmenton its progress and experience in monitoring and enhancing its compliance policies andprocedures, as described inAttachmentC(Corporate ComplianceReporting).


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Itis understood that the Company admits,accepts,and acknowledges responsibilityforthe conduct setforth inAttachment A andagreesnottomake anypublicstatementcontradictingAttachmentA.

ThisAgreement doesnot provide any protection against prosecution for any crimesexcept as set forthabove, and appliesonlyto the Company and itspresentor formerparents,subsidiaries, and affiliates, anddoesnot apply to any other entities or to anyindividuals. TheCompany expresslyunderstandsthat the protections provided under this Agreement shall notapplyto any acquirer orsuccessorentityunlessanduntilsuch acquirer orsuccessorformallyadoptsandexecutesthisAgreement.

The Company's obligations under this Agreement shallhavea term ofthree(3)yearsfromthedatethat this Agreement is executed, except as specifically provided in thefollowingparagraph. It is understood that for thethree-yearterm ofthisAgreement, the Company shall:(a) commit no felony underU.S.federal law; (b)truthfully and completely disclose, consistentwithapplicable law and regulationsincludingdataprotectionandprivacylaws, allinformationnotprotected by avalidclaimofprivilegeorworkproductwithrespectto theactivitiesoftheCompany, its officers, directors, employees, and others concerning all matters related toimproperpayments, internal controls, or false books and records aboutwhichthe Departmentinquiresofit,which informationcan beusedfor any purpose, except as otherwiselimitedinthisAgreement; and (c)bringto the Department's attention asquicklyas is practicable all conductby,orcriminalinvestigations of, the Company, any ofitsemployees, or its subsidiaries relatingto any felony under U.S. federal law that come to the attention of the Company's seniormanagement, as well as any administrative proceeding or civil action brought by anygovernmentalauthoritythatallegesfraudorcorruption byor against the Company.

Until the dateuponwhich all investigations and any prosecution arising out of the

conduct describedinthis Agreement are concluded, whetheror notthey are concludedwithintheterm of this Agreement, the Company shall, subject to applicable laws or regulations: (a)cooperate fully with the Department, the Federal Bureau ofInvestigation,and any other lawenforcementagencydesignated by the Department regarding matters arising outofthe conductcovered by this Agreement; (b)assistthe Departmentinanyinvestigationor prosecution arisingoutoftheconduct covered by this Agreement byproviding logisticaland technical support forany meeting,interview,grandjuryproceeding, or anytrialor other court proceeding;(c)use itsbesteffortspromptlytosecuretheattendanceandtruthfulstatementsortestimonyofanyofficer,director,agent,or employeeofthe Company at any meeting orinterviewor before the grandjuryorat anytrialor othercourtproceeding regarding mattersarisingoutofthe conduct covered bythisAgreement; and (d) provide the Department, uponrequest,consistent withapplicable law

and regulationsincludingdataprotectionandprivacylaws, allinformation,documents, records,orother tangible evidence not protected by avalidclaimofprivilegeorworkproduct regardingmattersarisingoutofthe conduct covered bythisAgreement aboutwhichthe Department or anydesignatedlawenforcementagencyinquires.

Itis understood that the Company has agreedto pay a monetary penalty of $9,450,000provided,however, that anycriminalpenalties that might be imposed by the Court onACTIUkraine in connection with its guilty plea and plea agreement entered into simultaneously

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herewithwillbe deducted fromthe $9,450,000 penaltyagreedto under this Agreement. TheCompanyagreesto pay this sum,if any, to theUnitedStatesTreasurywithinten (10)businessdaysof the ofACTIUkraine in connectionwith itsguiltyplea and pleaagreement.The Company acknowledges that no tax deduction may be sought in connectionwith such

payment.

Itis understood that the Companywillmaintain,or asnecessary,continue to strengthenits compliance, bookkeeping, and internal controlstandards and procedures, as set forth inAttachment B. It is understood that the Company will report to the Departmentperiodicallyregarding remediation andimplementationof the compliance program and internalcontrols,policies,and procedures, as describedinAttachmentC.

Itis understood that,if the Department in its sole discretion determines that,duringthethree-yearperiodfollowingthedateofthisAgreement, the Company hascommittedany felonyunderU.S. federal law aftersigningthis Agreement, the Company has deliberately given false,incomplete, or misleading testimony or information at any time in connection with thisAgreement, or the Company otherwise has violated any provision of this Agreement, theCompany shall thereafter be subject to prosecution for anyviolationof federal law aboutwhichthe Department has knowledge, including perjury and obstruction of justice. Any suchprosecution that is not time-barred by the applicablestatuteoflimitationson thedatethat thisAgreement is executed may be commenced against the Company,notwithstandingtheexpirationofthestatuteoflimitationsduringthe term ofthisAgreement plus oneyear. Thus, by signingthisagreement,the Companyagreesthatthe statuteoflimitationswithrespecttoany prosecutionthat is not time-barred as of thedatethis Agreement is executed shall betolledfor the term ofthisAgreement plus oneyear.

Itis understood that, i fthe Department in its sole discretion determines that, during the

three-yearperiodfollowingthedateofthisAgreement, the Company hascommittedany felonyunderU.S. federal law aftersigningthis Agreement, the Company has deliberately given false,incomplete,or misleading testimony orinformationin connectionwiththis Agreement, or theCompany otherwise hasviolatedanyprovisionofthisAgreement:(a)allstatements madeby theCompany to the Department or other designated law enforcementagents,includingAttachmentAhereto, and anytestimonygivenby the Company before a grandjuryor othertribunal,whetherbefore or after the execution of this Agreement, and any leads from such statements ortestimony, shall be admissible in evidence in any criminal proceeding brought against theCompany; and (b) the Company shallassertnoclaimunder theUnitedStatesConstitution,anystatute, Rule ofthe Federal RulesofEvidence, or any other federalrulethat suchstatementsor anyleadstherefrom are inadmissible orshouldbesuppressed. By signingthisAgreement, theCompany waivesallrightsintheforegoingrespects.

In the event that the Department determines that the Company has breached thisAgreement, the Departmentagreesto provide the Companywithwrittennotice of such breachpriorto institutingany prosecutionresultingfromsuch breach. The Companyshall,withinthirty(30) daysofreceiptofsuchnotice,havetheopportunityto respond to the Department inwritingto explainthe nature and circumstances of such breach, aswellas the actions the Company has


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taken toaddressand remediate thesituation,whichexplanation the Department shall consider indeterminingwhethertoinstitutea prosecution.

It is further understood that this Agreementdoesnotbindany federal,state,local,or

foreignprosecuting authority other than the Department. The Departmentwill,however,bringthe cooperationofthe Company to the attentionofother prosecuting and investigative offices,i frequestedby the Company.

It is further understood that the Company and the Department may disclose thisAgreementtothepublic.

Withrespectto this matter,fromthedateofexecutionofthisAgreementforward,thisAgreementsupersedes all prior,if any, understandings, promises and/or conditions between theDepartment and the Company. No additional promises,agreements,or conditionshave beenentered into other thanthosesetforthin this Agreement andnonewillbe entered intounlessinwritingand signed byallparties.

Sincerely,

JAMESA.LEWIS KNOXChief,Fraud SectionCriminalDivision

UnitedStatesAttorneyfor theCentralDistrictofIllinois

DepartmentofJustice

EugeneMiller

AssistantUnitedStatesAttorney

By:

TrialAttorney,Fraud Section

AGREEDAND CONSENTED TO:

ArcherDanielsMidlandCompany

By:D.CameronFindlaySeniorVicePresident,General Counsel& Secretary

ArcherDanielsMidland Com

By:


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ATTACHMENTA

STATEMENTOFFACTS

This Statement ofFacts is incorporated by reference as part of the non-prosecution

agreement,dated December between theUnitedStatesDepartmentofJustice,CriminalDivision, Fraud Section and theUnited StatesAttorney'sOffice for the CentralDistrictof

Illinois(collectively,the "Department") and Archer DanielsMidlandCompany("ADM"or"Company"). The Department and the Companyagreethat the following facts are true and

correct:

1. ADM was headquartered in Decatur, Illinois,and incorporated in Delaware.

ADMissued and maintained aclassofpubliclytraded securities registered pursuant to Section

12(b)ofthe Securities ExchangeActof1934(15 781),whichtraded on theNewYorkStock Exchange and, therefore, was an "issuer"within the meaning of the Foreign Corrupt

Practices Act 15 U.S.C. 78dd-l. ADM manufactured and sold protein meal,vegetable oil, cornsweeteners,flour, and other value-added foodand feedingredients, andprocessedoilseeds, wheat, cocoa, and otheragriculturalcommodities.

Relevant Entities and Individuals

2. AlfredC.ToepferInternational(Ukraine)Ltd.("ACTIUkraine")was an indirect

80%-owned subsidiary ofADM headquartered in Ukraine. ACTI Ukraine traded and sold

commoditiesinand outsideofUkraine.

3. Alfred C. Toepfer International G.m.b.H.("ACTIHamburg") was an indirect

subsidiary ofADM headquartered in Germany. ACTIHamburg traded and sold

commoditiesinand outsideofGermany.

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4. ADM LatinAmerica("ADMLatin")was a owned subsidiary ofADMand a Delaware corporation and, therefore, was a "domestic concern"withinthe meaningofthe

Foreign CorruptPracticesAct 15 U.S.C. 78dd-2. ADM Latin acted as ajointventure partner on behalf ofADMin certainLatinAmerican countries, including Venezuela.

ADMLatinwas responsible for the accounting,invoicing,and paymentsrelatingtocustomersof

itsjointventures,includingitsjointventureinVenezuela.

5. ADM de Venezuela Compania Anomina ("ADM Venezuela") was a joint

venture between ADM Latinand several individuals in Venezuela ("jointventure partners").

Oneofthejointventurepartnerswasahigh-levelexecutive atADMVenezuela ("ExecutiveA").

ADMLatinowned 50%of ADMVenezuela and thejointventurepartnersowned the other 50%.

AD M Venezuela negotiated the sale of ADM's agricultural commodities to customersin

Venezuela, andADMLatinhandled the accounting,invoicing,and payments inconnectionwith

thosesales.

6. Vendor 1was aU.K.export company thatusedboth truck andrailservicesfor

the export ofgoods fromUkraine. From 2002 to 2008,ACTIUkraine and ACTIHamburg

retained Vendor1to provide export-related services.

7. Vendor 2 was aUkrainian insurance company that provided insurance policies

for,interalia,commodities. From 2007 to 2008,ACTIUkrainemadepayments to Vendor 2,

whichi tclaimed were for insurance policiesforACTIUkraine's commodities.

8. Industrias DianaC.A.

Diana") was anoilcompanyheadquarteredin

Venezuela that waswhollyownedbyPetroleosde Venezuela S.A., Venezuela's state-owned and

-controllednationaloilcompany. Industrias Dianawasa customerof ADMLatin.

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9. Broker 1 was a third-partyagentthat purportedly performed brokerage services

for customersofADM Latin,including Industrias Diana, in connection with thepurchaseof

commodities.

ConductRelatingtoUkraine

10. At certain times between in or around 2002 and in or around 2008, theUkrainian

government did nothavethe money to pay value-added tax ("VAT") refunds that it owed to

companiesfor thesaleofUkrainiangoodsoutsideofUkraine. Duringthattime,ACTIUkraine

andACTIHamburgengagedinmultiplefraudulentschemesinvolvingthe use ofVendor1and

Vendor 2 to cover up bribes paid to Ukrainian government officials inexchange forthose

officials' assistanceinhelpingACTIUkraine obtainVATrefunds. Intotal,ACTIHamburg and

ACTIUkraine paid roughly $22millionto Vendor 1and Vendor 2 topasson nearly allofthat

money as bribestoUkrainiangovernmentofficialstoobtain over million in VATrefunds.One suchschemeinvolved overpaying Vendor 1for commodities by an amount

that Vendor 1could use to bribe government officials in order to obtainVATrefunds on behalf

of ACTIUkraine. To cover Vendor 1for thecostofthe bribe and to pay Vendor 1a handling

fee for the bribe,ACTIUkraine sold commodities to Vendor1for a certain price. Vendor1then

soldthosecommodities toACTIHamburg for a higherprice,whichincludedthe amount Vendor

1paid for the commodities, shippingcosts,the amount of the bribe, and a handling fee. The

amount paid to Vendor1 inconnectionwiththe bribe generally equaled eighteen (18)percentof

theVATrefund obtained.

12. A second scheme involved purchasing unnecessary insurance policies from

Vendor 2 so that Vendor 2 could use nearly all of that money to pay bribes to government

officialsin order to obtainVATrefunds on behalfofACTIUkraine. From 2007 to 2008,ACTI

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Ukrainepurchased unnecessary insurance policies for its fromVendor 2 withpremiums equal to eighteen (18) percent of the VAT refunds they received. ACTIUkraine

providedVendor2 withalistingoftheassetstobe coveredby thepolicythesamedayor theday

after itwas learned thatACTIUkrainewasgoingtoreceive aVATrefund.

13. In or around July 2002, executives from ACTIHamburg traveled to ADM's

headquartersin Decatur, Illinoisforbusinessmeetings. In one ofthosemeetings,theseACTI

executives metwith executives from ADM's tax department and discussed ACTIUkraine's

abilityto recover VATrefunds and the way inwhich ACTIUkraine was accounting for the

write-downofthoserefunds. Duringthis discussion, theACTIHamburgexecutives stated that

the way inwhichACTIUkraine was recovering itsVATrefunds was by making charitable

donations.

14. Onor about October anADMexecutiveinthe tax departmentsentan e-to the headofaninternationaltaxorganizationandstated, "Oneofouraffiliatesoperatesin

theUkraine. Inorder to recover 100%oftheirinputVATtheyhaveto pay30% ofthe amount

to local charities. The charitable amount is not deductible. Is this common practice in the

Ukraine? Is this legal? Is there any way toavoidhaving to pay the 30% in order to get the

100%?"

15. On October 8, 2002, the AD M executive referenced in Paragraph 14 above

forwardedthe e-mail referenced in Paragraph 14 above to two other executives inADM'stax

and stated that he had spokenwiththe headoftheinternationaltaxorganizationand

that "thebottomlineis thatACTIisgettingscrewed by someone...[T]heconsensusis that there

is no waylegislation couldrequirethissituation. Itcouldverywellbe alocaltaxauthorityissue.

If ACTIwould likewecouldhavethe [taxorganization]addressthisissuewiththelocaltax


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authorities as apolicymatter and not a company specificissue. Theycouldraise theissuewith

someofthe Tax Serviceheadquarterspeoplewhothe[taxorganization]has had overtothe US

andwiththeDeputyMinisterofFinance. The[taxorganization]couldgiveACTIaveilto hide

behindas thisissueisaddressedwiththe authorities and,hopefully, results in a fix forACTI.

LetmeknowwhatACTIthinksaboutthis."

16. On or about October 24, 2002, one oftheADMexecutives who received the e-

referenced inParagraph 15 abovesentan e-maii to the othertwoexecutives on the e-mail

referenced in Paragraph above,summarizingthefollow-upmeeting he hadwithexecutivesfrom ACTIHamburg. Inthee-mail,theADMexecutiveoutlinedsixtaxissuesrelatingtoACTI

entities that he discussedwithACTIHamburgexecutives,includingtheVATrefunds forACTI

Ukraine,and stated,"[ACTI's]current procedure is to book the inputVATas a balancesheet

receivable andwriteitdownonaverageof30%a year (depending on interestrates,devaluation,

to [an executive at ACTIHamburg] it is a fight every year [to get VAT

refunds] butoverallhethinksthat Toepfer has good contactswithpoliticiansand the authorities

intheUkraine. I mentioned that [theADMexecutive referenced in Paragraph 15 above] had

somegood contacts aswellwithinbusinessorganizations operatingintheUkrainelikethe [the

taxorganizationreferenced inParagraph above]whichalsomightbehelpful. Theissue hereis that [the Hamburg executive]to[id]me that the Toepfer's contacts usually ask for'donations'. I askedhimhow much werethese'donations' and he answered that theycouldbe

up to 20% of the VAT receivable. My concern is thatthese 'donations' are not legal, not

deductible,are SubpartFincome and againstADMcorporate compliancepolicy. Additionally,I

am notsurethat the way they are booking thisVATreceivable is USGAAP. I am open to

suggestionsonhow toproceedon this."

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17. In or around 2004,ADM established ajointventure in Ukraine between ADM

and a Swiss company. In connectionwiththe creation ofthejointventure,ADMretained an

accountingfirmtoperforman analysisoftaxissuesthatmightarise.

18. On or aboutApril30, 2004,ADM'saccountingfirm senta letter to twoADM

executives, stating: "There are a number of structures aimed atfacilitationofVATrefund that

are widespreadin ofthesestructuresbearlegalrisks and may be challenged bythe taxauthorities. Moreover,structuresnormallyenvisage thattheexporter obtainsVATrefund

witha discount.Fromthe discussionsduringour meetinginOdessawe learned that [theSwissjointventure company] currently implements variousVAToptimizationstructures at its

subsidiary and plans tohavethem implemented at thejointventure. Sincethesestructures often

lacktransparency and sometimeshavetax and legal risks attached, we believe there is a need to

performa more detailed analysisoftheirapplicabilityat thejointventure."

19. In or around November 2006,ADM's accounting firmconducted an audit of

ACTIUkraineand discovered a "reserve" kept onACTIUkraine's books equal to apercentage

oftheVATrefunds Ukrainewasowed. As a resultofthisdiscovery, executives atADMquestioned executives atACTIHamburgandACTIUkraineabout the reserve.

20. On or about January 12, 2007, an executive atADMsentane-mailto executives

atACTIHamburg andACTIUkraine about thereservereferenced in Paragraph above, andasked, "Regarding the provision for the VAT receivable, I was wondering if there was any

formula you used to come up withthe 20% provision,perhaps basedon the ageing of the

amountsdue?"

21. On or about January 2007,inresponseto the e-mail referenced in Paragraph20 above, an executivefromACTIHamburgsentane-mailstating,"Onthe one hand, wehave-

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most probably - to pay a price for recovering theVATfromthe authorities. The price range,

whichwe heard about is between 10%up to 35% insome depreciationof20% isan estimation - tothebestofour actualknowledge- about thecosts,whichwehavetospendfor

recovering about 5% interest and about realcostsforrecovering."22. On or aboutJanuary23, 2007, upon learning thatACTIUkraine had recovered a

VATrefund of approximately million, anADMexecutive notified several otherADMexecutives about the refund.

23. On or about January 23, 2007, one of the notified executives referred to in

Paragraph22abovesentane-mailto otherADMexecutives, stating, "Canyou findout what the

basisofpayment was. Doesit catch-upACTI'sclaims through a certain point in time or was it

basedonsome%ofthe amount owed?"

24. On or about January 23, 2007, an ADM executive responded to the e-mail

referenced inParagraph23aboveandstated, " Ispokewith [anexecutive atACTIHamburg]and

he said this isfrom thecollectioncamewithaprice,the price being the governmentrequired a 'depreciation' (as [theACTIHamburg executive] called it) of 18% basically, the

companies owed the moneyfromthe government had towriteoff 18% to collect this amount.

He is hopefulthereis no more 'depreciation' but hedoesnothavea clear picture as to when the

paymentmightbe receivedor howthegovtwillsettle the balance."

25. On or aboutJanuary30, 2007, an executivefromACTIHamburgsentan e-mail

to twoADM executives, stating,"Just to give you a further up-date: Meanwhile, wehave

received further VAT-amounts ofUAH 152.2million EUR 22.8million). Costsfor thistransaction amount to We are covered by our depreciation,whichwehavebooked as perendofNovember 2006."

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26. Duringthistime period,in fact, there were not charitable donations orlegitimate

depreciation as referenced intheparagraphsabove. Rather,ACTIUkraineand HamburgwerepayingtheseamountstoVendor1andVendor2forthe piuposeofpassingonnearlyallof

the moneytopay bribestogovernmentofficialsto obtainVATrefunds.

27. Between 2002 and 2008, despite ADM executives knowing the concerns

described above, ADM failed to implement sufficient anti-bribery compliance policies and

procedures, includingoversightofthird-partyvendor transactions, to prevent corrupt payments

Hamburg.

ConductRelatingtoVenezuela

28. From at least in or around 2004 to in or around 2009, when customers in

Venezuela purchased commodities through ADM Venezuela, the customers paid for the

commoditiesvia payment toADM Latin. During this time period, a number of customers

overpaidADMLatinforthecommoditiesbyincludinga brokeragecommissioninthe costofthe

commodities. Attheinstructionof ADMVenezuela,includingExecutiveA,andADMLatin's

customers, rather thanrepayingthese excessamounts to the customerdirectly,ADMLatinmade

payments to third-party bank accounts outside of Venezuela,which,in many instances, were

used to funnel payments to accounts owned by employees orprincipalsof the customer. In

addition,ADMVenezuela personnel prepared invoices toADMLatin's customers thatviolated

Venezuelan laws and regulations regardingforeigncurrencyexchanges.

29. In or around 1998, as part ofADM's evaluation of a prospectivejointventure

with Joint Venture Partner, ADM employees reported to ADM's management that "some

businesspractices [ofthejointventure partners],primarilyattributable to the obtainingimport

licenses in Venezuela and invoicing practices used to allow payment to principles for

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'commissions' off shorecouldbe construed asviolationsof the ForeignCorruptionPractices

Act. Theseare practices thatseemto be common for operations ofthisnature but areviewis

needed to insure we arecomfortablethat wewouldnot beviolatinganylaws." The report also

stated that Venezuelan customers of the joint venture partners at times requested that

"commissions" be addedtothepriceatwhichthejointventure partnerssoldthemgrainand then

subsequentlyinstructedthatthese"commissions"bewiredtoaccountsintheUnitedStatesunder

the customer'scontrol.

30. Inresponsetothisreport,ADMidentifiedthe customer"commission"practice as

abusinessriskand recognized that customers may attempt toengagein such transactionswith

ADM Latinthrough the prospectivejoint venture, and instituted apolicythatprohibitedthe

repayment ofexcessfunds to any account other than thatoriginallyused by the customer to

make thepayment.

31. However, althoughthispolicywas madeknowntoExecutiveA andsomeADM

Venezuela employees, it wasinitiallynotformalized and from in or around 1999until in or

around 2004 thesamepracticescontinued. The customers submittedexcesspayments toADM

Latin,claimingthattheoverpaymentwasattributable todeferredcreditexpenses("DCE").DCE

referstoacostingbuiltintocontracts to coveruncertainfuturecostssuch as vessel delay. When

the customer, through Executive A and others atADM Venezuela, instructedADM Latinto

returntheexcessDCEpayments, rather thaninstructingADMLatintoreturnthe money to the

samebank accountfromwhich

it came, the customer instructedADMLatinto pay the money

into different bank accounts outside of Venezuela in the name ofthirdparties. These DCE

refundpayments were handledbyADMLatin's creditdepartment.

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32. In or around 2003, Venezuela enacted currency exchange controls that were

administered through the de Administracion de Divisas ("CADIVI"). Laws andregulations enacted thereafter established an official rate for obtaining foreign currency for

imports,whichrequired that in order to obtainU.S.dollars at theofficial rateforpurchasesfor

ADMLatin,customersneededto submit detailed documentation,includinginvoices, toCADIVI

forapproval. Atallrelevant times, Venezuelan laws and regulationsdidnot authorizereleaseof

U.S.dollars to an importer for thepurposeofpaying a customers' brokerage commission, and

furtherrequired that any commission amount be specifically itemized on the invoicespresented

to CADIVI for Despite theserequirements, ADM Venezuela personnel preparedinvoices tocustomersof ADMLatinfor thepurposeoftheir submission toCADIVIthatdidnot

specificallyreference the commission amounts thatwereincludedinthecommodityprice.

33. In or around 2004,ADMconducted an auditof ADMVenezuela due to anissue

pertaining to Executive A and uncovered the payments to third-party bankaccountsbeingmade

through DCE. Although ADM took some remedial measures, including terminating the

employment of the credit employee who had signed off on the refunds, conducting limited

trainingon compliance foritsjointventure partners, institutingawritten prohibitingrefundpayments ofDCEto bankaccountsdifferent than theaccountsfromwhichthe money

came,thepolicywas narrowly drawn only to cover DCE payments. ADMdid not trainADM

Latinemployees anddidnot takeadequatestepstomonitorADMLatinandADMVenezuela to

prevent such paymentsinforms other thanDCE..

34. Frominor around 2004 toinor around 2009, various customers,withthe help of

ADM Venezuela, including Executive A, began classifying these additional expenses as

"commissions" or "commissions K,"rather thanDCE, whichwereprocessedby the accounting


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department atADM Latin,rather than the credit department. Therefore, when thecustomers

instructed that the excess"commissions" be paid to third-party entities at third-party bank

accounts,ADMLatinauthorized andmadethe payments.

35. Inor around 2008, ExecutiveAandothersatADMVenezuela negotiated thesale

ofsoybeanoilfromADMLatinto Industrias Diana for a price of $1,210 per metricton,which

was projected to equalroughly$9.68million.

36. On or about December $9.68millionwas transferred intoADMbank account under aguaranteeagreement.

37. On or about January 7, 2009, ADM Venezuela transmitted to ADM Latin a

breakdown of the actualcostsof the transaction. The breakdown of thecostsincluded, inter

alia,a commission of $1,735,157.49 to be paid to Broker1despitethe fact thatBroker1did not

haveany involvementinthe negotiation orsaleofthesoybeanoil.

38. Subsequently, ADMVenezuelasentan invoice to Industrias Dianawhichbroke

outallofthe variouscostsithad transmittedtoADMLatinexcept the commission amount. The

commission amount was hiddenwithinthetotalinvoiceamount.

39. In or around February 2009, Broker1submitted aninvoicetoADMLatinfor the

$1,735,157.49 commission amount,whichADMLatinpaid to Broker bank account. Broker1 then transferred this amount, in large to an account in thenameof an employee ofIndustrias Diana.

40. On a numberofother occasions, ADMLatinmadepayments to Broker l's bank

account in connection with thepurchaseof commodities by other customers. Broker 1 then

transferred thoseamounts, in large part, to bankaccountsoutside of Venezuela in thenameof


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theprincipalsofthosecustomers. Intotal,ADMLatintransferredroughly$5millionto Broker

1.

41. Roughly ninety-eight (98) percent of the money transferred byADM Latinto

Brokerl's bank account at the instruction ofcustomerswas then transferred fromBroker l's

accounttoaccountsoutsideofVenezuelaownedbyoneoftheprincipalsofthe customers.

42. For example, on or aboutNovember Broker1transferredapproximatelyto an accountownedandcontrolled bytheprincipalofa customerof ADMLatin.On

or about November 19, 2007, Broker 1 transferred approximately $58,798.87 to thesame

account.

43. Similarly,on or about November 20, 2007, Broker 1 transferred approximately

$107,281.42 to an account owned andcontrolledby theprincipalof another customerof ADM

Latin.

44. In addition, Broker 1madetwo transfers, totaling approximately $38,551, to

accountsowned andcontrolledby ExecutiveA,aswellas numerous transfers to a company in

whichExecutiveAhad ownership interest.


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B

CORPORATECOMPLIANCEPROGRAM

Inordertoaddressany deficiencies in its internal controls, compliancecode,policies,

andproceduresregarding compliancewiththe Foreign CorruptPracticesAct ("FCPA"),U.S.C. 78dd-l, andotherapplicable laws, Archer DanielsMidlandCompany (the "Company")agreesto continue to conduct, inamannerconsistentwithall ofits

obligationsunderthis Agreement,appropriatereviewsofits existing internal controls, policies,

andprocedures.

Wherenecessaryand appropriate, the Companyagreestoadoptnew ortomodify

existing internal controls, compliancecode,policies, andproceduresinordertoensurethat it

maintains: (a) asystemofinternal accounting controlsdesignedtoensurethat the Company

makesandkeepsfair andaccuratebooks,records,andaccounts;and(b) a rigorous anti-

corruption compliancecode,policies, andproceduresdesignedtodetectanddeterviolationsof

the FCPA andotherapplicable anti-corruption laws. Ataminimum,this should include, but not

belimitedto, thefollowingelementsto theextentthey are notalreadypartoftheCompany's

existing internal controls, compliancecode,policies, andprocedures:

High-levelCommitment

The Companywillensurethat its directors andseniormanagementprovide

strong,explicit,and visiblesupportand commitmentto itscorporatepolicyagainstviolationsof

the anti-corruption laws and its compliancecode.

PoliciesandProcedures

2. The Companywilldevelopand promulgate a clearly articulated andvisible

corporatepolicyagainstviolationsofthe FCPA andotherapplicable foreign lawcounterparts


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(collectively,the "anti-corruptionlaws,"),which policyshall be memorializedinawritten

compliancecode.

3. The Companywilldevelopand promulgate compliance policies andprocedures

designedto reducetheprospectofviolationsofthe anti-corruption laws and theCompany's

compliancecode,and the Companywilltakeappropriatemeasurestoencourageandsupportthe

observanceofethicsand compliance policies andproceduresagainstviolationofthe anti-

corruptionlawsbypersonnelatall levelsofthe Company. Theseanti-corruption policies and

proceduresshall apply toalldirectors, officers, andemployeesand,wherenecessaryand

appropriate,outside partiesacting on behalfofthe Company inaforeignjurisdiction,including

but notlimitedto,agentsand intermediaries,consultants, representatives,distributors, teaming

partners, contractorsand suppliers, andjointventurepartners(collectively,"agentsandbusinesspartners"). The Company shallnotifyallemployeesthat compliancewiththe

policies andproceduresis the dutyofindividualsatall levelsofthe company. Suchpolicies and

proceduresshalladdress:

a. gifts;

b. hospitality,entertainment,andexpenses;

c. customertravel;

d. politicalcontributions;

e. charitabledonationsandsponsorships;

f. facilitationpayments;and

solicitationand extortion.

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6. The Company shall review its anti-corruption compliance policies and

proceduresnolessthan annually andupdatethem asappropriatetoensuretheir continued

effectiveness,taking intoaccountrelevantdevelopmentsinthefieldandevolvinginternational

and industrystandards.

ProperOversightand Independence

7. The Company willassignresponsibilitytoone ormoresenior corporate

executivesofthe Company for the implementation and oversight oftheCompany'santi-

corruption compliancecode,policies, andprocedures.Suchcorporate shallhavetheauthorityto reportdirectlytoindependentmonitoringbodies,including internal audit, the

Company'sBoardofDirectors, or anyappropriatecommittee ofthe BoardofDirectors, and

shallhaveanadequatelevelofautonomyfrommanagementaswellas sufficientresourcesand

authoritytomaintainsuchautonomy.

TrainingandGuidance

8. The Companywillimplementmechanismsdesignedtoensurethat its anti-

corruption compliancecode,policies, andproceduresare effectively communicated to all

directors, officers,employees,and,wherenecessaryand appropriate,agentsandbusiness

partners.Thesemechanismsshall include: (a) periodic training foralldirectors and officers, all

employees inpositionsofleadershipor trust, positions that requiresuchtraining (e.g., internal

audit,sales,legal, compliance,finance),or positions that otiierwiseposea corruptionriskto the

Company, and,wherenecessaryand appropriate,agentsandbusinesspartners;and (b)

corresponding certifications byallsuchdirectors, officers,employees,agents,andbusiness

partners,certifying compliancewiththetrainingrequirements.


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9. The Companywillmaintain, orwherenecessaryestablish,an effectivesystem

forprovidingguidanceand advice to directors, officers,employees,and,wherenecessaryand

appropriate,agentsandbusinesspartners,on complyingwiththeCompany'santi-corruption

compliancecode,policies, andprocedures,includingwhen theyneedadvice on anurgentbasis

orinanyforeign jurisdictioninwhichthe Companyoperates.

Internal Reportingand Investigation

The Companywillmaintain, orwherenecessaryestablish,an effectivesystem

forinternal and,where possible,confidential reportingby,and protection of, directors, officers,

employees,and,whereappropriate,agentsandbusinesspartnersconcerning violationsofthe

anti-corruption laws or theCompany'santi-corruption compliancecode,policies, and

procedures.

The Companywillmaintain, orwherenecessaryestablish,an effective and

reliableprocesswithsufficientresourcesfor responding to,investigating, and documenting

allegations ofviolationsofthe anti-corruption laws or theCompany'santi-corruption

compliancecode,policies, andprocedures.

EnforcementandDiscipline

12. The Companywillimplementmechanismsdesignedtoeffectivelyenforceits

compliancecode,policies, andprocedures,includingappropriately incentivizingcompliance and

discipliningviolations.

The Companywillinstituteappropriatedisciplinaryprocedurestoaddress,

among otherthings, violationsofthe anti-corruption laws and theCompany'santi-corruption

compliancecode,policies, andproceduresby theCompany'sdirectors, officers, andemployees.

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Suchproceduresshould be applied consistently andfairly,regardlessofthe position heldby,or

perceived importance of, the director, officer, or employee. The Company shall implement

procedurestoensurethatwheremisconduct is discovered,reasonablestepsare taken toremedy

the harm resultingfromsuchmisconduct, andtoensurethatappropriatestepsare taken to

preventfurther similar misconduct,includingassessingthe internal controls, compliancecode,

policies, andproceduresand making modificationsnecessarytoensurethe overall anti-

corruption compliance program is effective.

Third-PartyRelationships

14. The Companywillinstituteappropriaterisk-baseddue diligence and compliance

requirementspertaining to the retention and oversightof allagentsandbusinesspartners,

including:

a. properlydocumenteddue diligence pertaining to thehiringand

appropriateand regular oversightofagentsandbusinesspartners;

b. informingagentsandbusinesspartnersofthe commitment toabiding by anti-corruption laws, andoftheCompany'santi-corruption compliancecode,

policies, andprocedures;and

c. seekinga reciprocal commitmentfromagentsandbusinesspartners.

Wherenecessaryand appropriate, the Companywillincludestandardprovisions

inagreements,contracts,andrenewalsthereofwith allagentsandbusinesspartnersthatare

reasonablycalculated topreventviolationsofthe anti-corruption laws,whichmay,depending

upon thecircumstances,include: (a) anti-corruptionrepresentationsandundertakingsrelating to

compliancewiththe anti-corruption laws;(b)rights to conductauditsofthebooksandrecordsof

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theagentorbusinesspartnertoensurecompliancewiththe foregoing; and(c)rights to terminate

anagentorbusinesspartneras a resulto fanybreachofthe anti-corruption theCompany'scompliancecode,policies, orprocedures,or therepresentationsand undertakings related tosuch

matters.

MergersandAcquisitions

The Companywilldevelop and implementpoliciesandproceduresformergers

and acquisitions requiring the Company conduct appropriate risk-based due diligence onpotential newbusinessentities,includingappropriate FCPA and anti-corruption due diligence by

legal, accounting, and compliance personnel.

The Companywillensurethat the compliancecode,policies, andproceduresregarding tbe anti-corruption laws apply asquicklyas is practicabletonewly

acquiredbusinessesor entities mergedwiththe Company andwillpromptly:

a. trainthe directors, officers,employees,agents,andbusinesspartners

consistentwithParagraph8aboveon the anti-corruption laws and theCompany'scompliance

code,policies, andproceduresregarding anti-corruption laws; and

b. where warranted, conduct an auditof allnewlyacquiredor mergedbusinessesasquicklyas practicable.

MonitoringandTesting

The Companywillconduct periodic reviews and testingofits anti-corruption

compliancecode,policies, andproceduresdesignedtoevaluateand improve theireffectiveness

inpreventing and detecting violationsofanti-corruption laws and theCompany'santi-corruption

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code,policies, andprocedures,taking intoaccountrelevantdevelopmentsinthefieldand

evolving international and industrystandards.

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ATTACHMENTC

REPORTING REQUIREMENTS

ArcherDanielsMidlandCompany (the "Company")agreesthatitwillreport to the

Departmentperiodically,at nolessthantwelve-monthintervalsduringathree-yearterm,

regarding remediation and implementationofthe compliance program andinternalcontrols,

policies,andproceduresdescribed inAttachmentB. Should the Company discover credible

evidence,not already reported to the Department, thatquestionableor corruptpaymentsor

questionableor corrupttransfersofproperty orinterestsmayhave beenoffered, promised, paid,

or authorized by any Company entity orperson,or any entity orpersonworkingdirectlyfor the

Company(includingits affiliates and any agent), or that relatedfalse booksandrecordshave

beenmaintained, the Company shallpromptlyreportsuchconduct to the Department. During

thisthree-yearperiod,the Companyshall:(1)conduct aninitialreviewand submit aninitial

and(2)conduct andprepareatleasttwo (2)follow-upreviews and reports, as described

below:

a. Byno later than one(1)yearfromthedatethis Agreement isexecuted,the

Company shall submit to the Department awrittenreport settingfortha complete descriptionof

itsremediation efforts todate,itsproposals reasonably designedtoimprovetheCompany's

internalcontrols,policies,andproceduresfor ensuring compliancewiththe FCPA and other

applicable anti-corruption laws, and theproposedscopeofthesubsequentreviews. Thereport

shall be transmitted to DeputyChief-

FCPAUnit,Fraud Section,CriminalDivision,U.S.

Department ofJustice,1400NewYorkAvenue,NW,BondBuilding,Eleventh Floor,

Washington,DC20530. The Company may extend thetime periodforissuanceofthe report

withprior writtenapprovalofthe Department.


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b. The Companyshallundertakeatleasttwo(2) follow-upreviews

incorporatingthe Department'sviewsonthe Company'spriorreviews and reports, to further

monitorandassesswhether the Company'spoliciesandproceduresarereasonablydesigned to

detectandpreventviolationsofthe FCPA and other applicableanti-corruptionlaws.

c. Thefirstfollow-upreviewand report shall be completedbyno later than

one(1)yearafter theinitialreview. Thesecondfollow-upreview and report shall be completed

byno laterthanone(1)yearafterthecompletionofthe precedingfollow-upreview.

d. The reportswill likelyinclude proprietary,financial,confidential,and

competitivebusinessinformation. Moreover,publicdisclosureofthe reportscoulddiscourage

cooperation, impede pending orpotentialgovernment investigations andthusundermine the

objectivesofthereportingrequirement. Forthesereasons,among others, the reports and the

contentsthereofare intendedtoremain and shall remainnon-public,except as otherwiseagreed

to by thepartiesinwriting,or except to the extent that the Departmentdeterminesinitssole

discretion that disclosurewouldbeinfurtherance ofthe Department'sdischargeofitsduties and

responsibilities or is otherwise requiredbylaw.

e. The Companymayextend thetime periodfor submissionofanyofthe

follow-upreportswithpriorwrittenapprovalofthe Department.

adm non-prosecution agreement

Documents