United States securities and exchange commission logo
August 25, 2020
Ray Young
Chief Financial Officer
Archer-Daniels-Midland Co
77 West Wacker Drive, Suite 4600
Chicago, IL 60601
Re:
Archer-Daniels-Midland Co
Form 10-K for the
year ended December 31, 2019
Filed on February
18, 2020
Form 10-Q for the
quarter ended March 31, 2020
Filed on May 1,
2020
File No. 1-00044
Dear Mr. Young:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2019
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Critical Accounting Policies
Property, Plant, and Equipment and Asset Abandonments and Write-Downs,
page 46
1. We note you have
recorded asset impairments in each of the three years presented. Please
enhance your future
disclosures to identify the factors that cause you to perform an
impairment analysis and
disclose and discuss any material assumptions and estimates
underlying your fair
value estimates. In addition, please disclose the remaining carrying
values of the assets
you test for impairment.
Ray Young
FirstName LastNameRayCoYoung
Archer-Daniels-Midland
Comapany
August 25, NameArcher-Daniels-Midland
2020 Co
August
Page 2 25, 2020 Page 2
FirstName LastName
Goodwill and Other Intangible Assets, page 47
2. Please enhance your future disclosures to identify the number of
reporting units to which
goodwill is allocated and tested for impairment. In addition, for any
reporting unit that is
at risk as defined in ASC Topic 350 (i.e., estimated fair value is not
substantially in excess
of carrying value), please disclose the following:
The percentage by which estimated fair value exceeded carrying
value as of the date
of the most recent impairment test and the amount of goodwill
allocated to the
reporting unit.
A discussion of the degree of uncertainty associated with each key
fair value
assumption, including the potential impact of changes in key
assumptions.
A description of the potential events and/or changes in
circumstance that could
reasonably be expected to negatively affect the key assumptions.
Please refer to Item 303(a)(3)(ii) of Regulation S-K and Section V of
Release 33-8350.
Form 10-Q for the quarter ended March 31, 2020
Notes to the Consolidated Financial Statements
Note 17. Subsequent Event, page 31
3. We note that you are temporarily idling ethanol production at your
corn dry mill facilities
in Cedar Rapids, Iowa, and Columbus, Nebraska, for a period of four
months subject to
market conditions. Please tell us and revise future filings to
disclose the following:
The carrying value of the assets that have been idled.
Whether you performed an impairment analysis of the idled assets.
Refer to ASC
360-10-35-21.
If you have performed an impairment analysis, the key assumptions
you used and
whether the estimated fair values substantially exceeded carrying
values.
If you have not performed an impairment analysis, explain why you
did not believe
such an analysis was necessary.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Mindy Hooker at (202) 551-3732 or Anne McConnell at
(202) 551-
3709 if you have any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing