SEC v. VIKRAM LUTHAR, Northern District of Illinois (Jan. 27, 2026) — Complaint

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

UNITED STATES SECURITIES AND
EXCHANGE COMMISSION,

                                             Plaintiff,

                        v.

VIKRAM LUTHAR,

                                             Defendant.

Civil Action No.: 26-cv-0927

JURY TRIAL DEMANDED

COMPLAINT

 Plaintiff United States Securities and Exchange Commission (the “SEC”) files this

Complaint against Defendant Vikram Luthar (“Luthar”) and alleges as follows:

SUMMARY

1. This case concerns accounting and disclosure fraud committed by Luthar, a

high-ranking finance executive of Archer-Daniels-Midland Company (“ADM”), one of the

world’s largest agricultural, supply chain management, and food processing companies.

While he was Chief Financial Officer (“CFO”) of ADM’s critical Nutrition business

segment (“Nutrition”) – and after his promotion to CFO of all of ADM – Luthar

orchestrated and approved a series of improper, post hoc adjustments to sales between

ADM’s business segments. Luthar manipulated these intersegment transactions to shift

operating profit from ADM’s other business segments to Nutrition so that Nutrition would

appear to be: (a) performing better than it was; and (b) meeting annual performance goals

ADM had touted to the investing public.

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2. ADM executives – including Luthar – routinely portrayed the Nutrition

segment as ADM’s engine for future growth. Luthar and other ADM executives

consistently represented to investors that Nutrition’s operating profit was projected to grow

by 15% to 20% per year.

3. Investors reacted positively to Nutrition’s growth prospects, and analysts

portrayed Nutrition’s operating profit growth as a key metric in evaluating an investment in

ADM.

4. Luthar and other ADM executives knew that Nutrition’s growth was

important to investors. To amplify that message, ADM offered monetary incentives to its

executives that were based on Nutrition’s performance. Even some executives who worked

for ADM’s other business segments received bonuses based, in part, on whether Nutrition

met its operating profit growth goals. It was widely understood by ADM executives and

employees that they should, at times, help Nutrition meet its goals – even if doing so came

at the expense of their own business segment.

5. Despite those incentives, ADM assured investors that its business segments

would not receive special treatment when they transacted with each other. In periodic

reports publicly filed with the SEC, ADM repeatedly told investors that ADM’s

intersegment transactions would be recorded at amounts “approximating market,” i.e., as if

the transactions were the result of an arm’s length negotiation between unrelated parties. In

short, ADM promised investors that Nutrition’s performance, or the performance of any

other business segment, would not be artificially boosted by special benefits or backroom

deals that were not available to third parties. ADM’s internal policies adopted the same

principles.

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6. Contrary to ADM’s representations to investors and internal policies, in

certain instances, Nutrition received special treatment. For fiscal year (“FY”) 2021 and FY

2022, Luthar directed a series of “adjustments” to Nutrition’s intersegment transactions,

including retroactive rebates and post hoc price changes, with the goal of making it appear

that Nutrition was meeting its performance targets. Although Luthar disguised that goal

using innocuous terms like “risk sharing” or other euphemisms, the adjustments, in

practical effect, allowed Nutrition to: (a) rewrite its sales agreements after the fact; (b) grab

revenue from other business segments that it was not entitled to; (c) shed expenses it had

already incurred; and (d) pick better historical prices for sales that were already completed.

7. Contrary to ADM’s representations to investors, the adjustments that Luthar

directed and approved did not “approximate market” and were not the result of arm’s

length negotiations. The retroactive rebates and price adjustments had no basis in

contractual language, were not customarily available to ADM’s third-party customers, and

were the product of ADM’s business segments working in concert to help Nutrition achieve

its growth targets. Far from reflecting an arm’s length deal, Luthar’s adjustments were

essentially one-sided transfers of operating profit to Nutrition with no tangible benefit to

ADM’s other segments. In short, when financial circumstances made it difficult for

Nutrition to meet its growth target, Luthar used ADM’s other business segments as

Nutrition’s piggybank to close the shortfall, and misled investors into believing Nutrition’s

growth was solely the result of its normal operations and market factors.

8. Luthar’s adjustments also rendered ADM’s publicly filed periodic reports

materially false and misleading. First, ADM’s annual and quarterly reports – including the

FY 2022 reports that Luthar certified – represented to investors that ADM was recording

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Nutrition’s intersegment transactions at prices “approximating market” – i.e., as if the

transactions were conducted by two unrelated parties at arm’s length. That was false.

Second, because of the fraudulent adjustments Luthar engineered, ADM’s FY 2021 and FY

2022 periodic reports materially overstated Nutrition’s operating profit and operating profit

growth.

9. Luthar directly benefitted from the fraud. In 2022, he received a $130,000

cash bonus based, in part, on Nutrition’s FY 2021 performance. And, in 2022 and 2023,

Luthar sold over $1.8 million of his personal supply of ADM stock at prices inflated by

Nutrition’s overstated performance.

10. Meanwhile, investors were left bearing the losses. In January 2024, ADM

publicly disclosed that: (a) it had started an internal investigation into accounting practices

related to Nutrition’s intersegment transactions; (b) it had withdrawn Nutrition’s forward-

looking outlook; and (c) Luthar had been placed on administrative leave. The reaction to

ADM’s disclosure was immediate: the next trading day, ADM’s share price fell by 24%.

VIOLATIONS

11. Through the conduct alleged in this Complaint, Luthar violated Securities Act

of 1933 (“Securities Act”) Section 17(a) [15 U.S.C. § 77q(a)]; Securities Exchange Act of

1934 (“Exchange Act”) Section 10(b) [15 U.S.C. § 78j(b)]; Exchange Act Rules 10b-5(a)

through (c) [17 C.F.R. 240.10b-5(a)-(c)], and 13a-14 [17 C.F.R. 240.13a-14]; and Section

304 of the Sarbanes-Oxley Act of 2002 (“SOX”) [15 U.S.C. § 7243(a)]. Luthar also aided

and abetted ADM’s violations of Exchange Act Sections 10(b) [15 U.S.C. § 78j(b)], 13(a)

[15 U.S.C. § 78m(a)], 13(b)(2)(A) [15 U.S.C. § 78m(b)(2)(A)], and 13(b)(2)(B) [15 U.S.C. §

78m(b)(2)(A)]; and Exchange Act Rules 10b-5(b) [17 C.F.R. 240.10b-5(b)], 12b-20 [17

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C.F.R. 240.12b-20], 13a-1 [17 C.F.R. 240.13a-1], 13a-11 [17 C.F.R. 240.13a-11], and 13a-13

[17 C.F.R. 240.13a-13].

12. Unless enjoined, Luthar is reasonably likely to engage in future violations of

the federal securities laws. Among other relief, the SEC seeks entry of an Order: (a)

permanently enjoining Luthar from further violations of the securities laws identified in this

Complaint; (b) barring Luthar from serving as an officer or director of a public company; (c)

requiring Luthar to pay civil monetary penalties; (d) requiring Luthar to disgorge his ill-

gotten gains with prejudgment interest; and (e) requiring Luthar to reimburse certain

executive compensation pursuant to SOX 304.

JURISDICTION AND VENUE

13. The SEC brings this action under Securities Act Section 20(b) [15 U.S.C. §

77t(b)], and Exchange Act Sections 21(d) and (e) [15 U.S.C. §§ 78u(d) and 78u(e)].

14. This Court has jurisdiction over this action pursuant to Section 22 of the

Securities Act [15 U.S.C. § 77v] and Section 27 of the Exchange Act [15 U.S.C. § 78aa].

15. Venue is proper in this Court pursuant to Section 27 of the Exchange Act [15

U.S.C. § 78aa]. ADM is headquartered in this District, Luthar resides in and conducted

business in this District, and a significant portion of his conduct alleged in this Complaint

took place in this District.

16. Luthar directly and indirectly used the means and instruments of

transportation and communication in interstate commerce in connection with the acts,

practices, and courses of business alleged in this Complaint.

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DEFENDANT

17. Vikram Luthar, age 57, of Chicago, Illinois, was Nutrition’s CFO from

January 2020 through April 2022. In April 2022, Luthar was promoted to CFO for all of

ADM. Prior to his role as Nutrition’s CFO, Luthar held several other senior-level positions

at ADM starting in 2004, including various positions in finance units and in strategy and

investor relations. In January 2024, ADM placed Luthar on administrative leave following

ADM’s internal investigation of the conduct alleged in this Complaint, and he later agreed

to resign effective September 30, 2024.

RELATED PARTIES

18. Archer-Daniels-Midland Company is a Delaware corporation with its

principal executive offices in Chicago, Illinois. ADM’s common stock is registered with the

SEC pursuant to Section 12(b) of the Exchange Act and its stock trades on the New York

Stock Exchange under the symbol “ADM.”

FACTS

I. Background of ADM and Its Critical Nutrition Business Segment

19. ADM’s primary business is the sourcing, trading, and production of

agricultural commodities (such as corn, wheat, and soybeans) and then either selling them

or processing them into food ingredients and renewable fuels.

20. Starting in or about 2014, ADM invested billions of dollars into bolstering its

food processing business. ADM started this investment surge with an approximately $3

billion acquisition of a European company specializing in the manufacture of natural flavors

and other food ingredients.

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21. ADM pursued this investment strategy because equity shares of food

processing companies were trading at higher multiples than mature, commodity-based

companies like ADM. In other words, ADM recognized that investors viewed food

processing companies as having higher growth potential (and less volatile earnings) than

ADM’s traditional, commodities-based business. ADM concluded that expanding its food

processing business was the best strategy for growing its operating profit.

22. In or about 2018, ADM merged its food processing operations to form its

newest business segment: Nutrition. After a major reorganization in July 2019, ADM’s

operations were split into three business segments: (1) Ag Services and Oilseeds (“AS&O”),

(2) Carbohydrate Solutions (“CarbSol”), and (3) Nutrition. AS&O and CarbSol focused on

ADM’s traditional commodities-based business. Nutrition focused on ADM’s newer,

higher-growth food processing operations.

23. Although Nutrition was ADM’s smallest business segment by gross annual

revenue, at all times relevant to the Complaint, Luthar and other ADM executives: (a)

routinely described Nutrition – both internally and to the investing public – as a key driver

of ADM’s growth strategy; and (b) knew that Nutrition’s operating profit growth was a key

metric evaluated by investors and prospective investors in ADM.

24. From FY 2019 through FY 2022, ADM executives repeatedly told investors

that ADM was projecting double-digit annual operating profit growth for Nutrition. For

example, from January 2020 to July 2022, ADM executives told investors in earnings calls

and other communications that Nutrition was projected to generate 15% to 20% annual

growth in operating profit. In December 2021, ADM publicly issued a five-year growth plan

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highlighting Nutrition’s operating profit target of $1.25 billion to $1.5 billion by 2025 (a

projected average 15% to 20% compounded annual growth rate).

25. Third-party investment analysts often highlighted to investors the importance

of the Nutrition segment to ADM (and Nutrition’s significance to evaluating an investment

in ADM). Analysts responded positively to ADM’s emphasis on Nutrition’s growth and

profitability, regularly citing the segment’s importance in equity research reports. For

example, a January 2021 analyst report issued by one of the largest investment banks in the

United States stated that “the introduction of upbeat 2021 commentary around Nutrition

growth should continue the drive towards a more balanced portfolio with less volatile

earnings and cash flows, deserving of a higher multiple, in our view.”

26. The Nutrition segment was so important to ADM and its investors that ADM

developed executive compensation plans that were tied to Nutrition’s performance – even

for executives who worked for ADM’s other business segments (i.e., AS&O and CarbSol).

To incentivize management to bolster the Nutrition segment, Nutrition’s operating profit

growth target was added as a performance metric in ADM’s 2020 and 2021 cash bonus and

equity long-term incentive plans for eligible ADM employees, including Luthar and senior

executives of CarbSol and AS&O.

27. In practical effect, as of 2020, ADM’s compensation plans incentivized

AS&O and CarbSol executives to assist Nutrition (even though they were not working for

that segment). In addition, executives and other employees at AS&O and CarbSol widely

understood that to be considered a “good corporate citizen” by senior management, they

should at times be willing to assist Nutrition – even when that meant adversely affecting

their own business segment.

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28. As of 2020, Luthar knew that executives at CarbSol and AS&O were

incentivized (and expected by senior ADM management) to help Nutrition, even if that help

came at CarbSol’s and AS&O’s expense.

II. GAAP and ADM’s Accounting Policy for Reporting Intersegment
Transactions

29. ADM’s three business segments routinely transacted with each other as part

of their normal business operations. For example, Nutrition regularly bought agricultural

commodities from AS&O and CarbSol which Nutrition then processed into food products

for sale to external customers.

30. Federal securities law required ADM to file various reports with the SEC,

including annual reports (“Forms 10-K”), quarterly reports (“Forms 10-Q”), and current

reports (“Forms 8-K”). ADM was required to include financial statements that comply with

Generally Accepted Accounting Principles (“GAAP”) in its periodic reports.

31. ADM identified three reportable business segments in its periodic reports

starting in FY 2019: AS&O, CarbSol, and Nutrition. From FY 2019 onward, ADM

disclosed in its periodic financial statements the revenue, operating profit, and assets of each

segment. Further, ADM disclosed each segment’s operating profit growth in the

management discussion and analysis section of its periodic reports.

32. GAAP required ADM to include disclosures in the notes to its financial

statements about intersegment transactions and segment performance. Specifically,

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic

280, Segment Reporting (“ASC 280”) required ADM to disclose certain categories of financial

information for each business segment, including Nutrition. Although ASC 280 did not

require ADM to use a specific measurement principle for disclosing segment information, it

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required ADM to provide: (a) “an explanation of the measurements of segment profit or loss

and segment assets for each reportable segment”; and (b) “[t]he basis of accounting for any

transactions between reportable segments.”

33. ASC 280 serves to: (a) promote transparency, offering investors insights that

may not be apparent from consolidated financial statements; (b) enhance investors’ ability to

compare investment opportunities; and (c) provide sufficient information for investors to

properly assess benefits and risks associated with their investment. In addition, accurate

segment reporting allows analysts to value an investment where different business segments

may have different valuation considerations. For example, some investors in ADM – and

investment analysts covering ADM – viewed Nutrition as a “higher-multiple” segment and

incorporated that premium into the overall valuation of ADM.

34. Pursuant to ASC 280, ADM disclosed to investors in the notes to its financial

statements the method it used to measure intersegment transactions, representing that

“[i]ntersegment sales have been recorded at amounts approximating market.” ADM

repeated this representation in each of its annual reports on Form 10-K for FY 2018 through

FY 2022 and in each quarterly report on Form 10-Q in FY 2018 through FY 2022.

35. ADM’s internal policies related to intersegment transactions identified the

hallmarks of a market transaction (i.e., a transaction between a willing buyer and seller at

arm’s length). Specifically, ADM’s global accounting policy governing intersegment

transactions defined “arm’s length” as “a transaction in which [the parties] act

independently as if they have no relationship to each other and treat the other as if they

would a third party.” The definition further provided that the “concept of an arm’s length

transaction is to ensure that both parties involved are acting in their own self-interest and

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not granting favorable conditions or terms to the other party simply because both entities are

part of the enterprise’s worldwide group of companies.”

36. In FY 2021 and FY 2022, Luthar: (a) knew that Nutrition’s operating profit

growth was an important metric for analysts, investors, and prospective investors in ADM;

(b) knew that ADM’s annual and quarterly reports represented to investors that ADM

reported intersegment sales “at amounts approximating market”; (c) understood ADM’s

accounting policies related to intersegment transactions; (d) understood that intersegment

transactions between Nutrition on the one hand and AS&O or CarbSol on the other hand

were to be negotiated at “arm’s length”; and (e) understood that ADM’s definition of “arm’s

length transaction” required ADM’s business segments to “act[] in their own self-interest

and not grant[] favorable conditions or terms to the other party simply because both entities

are part of the enterprise’s worldwide group of companies.”

37. At all times relevant to this Complaint, Luthar knew – or recklessly or

negligently disregarded – that the special treatment Nutrition received from AS&O and

CarbSol (identified in paragraphs 52-102 below) was inconsistent with ADM’s disclosures to

investors and its internal accounting policies. In other words, Luthar knew – or recklessly or

negligently disregarded – that the special prices, rebates, or transaction terms that were not

otherwise available to third parties resulted in false and misleading disclosures to ADM

investors about Nutrition’s performance.

III. Overview of ADM’s Fraudulent Shift of Operating Profit to Nutrition

38. Although ADM touted Nutrition as a growth center and consistently

provided investors with projections of 15% to 20% annual growth in Nutrition’s operating

profit, Nutrition repeatedly encountered financial obstacles between FY 2019 and FY 2022.

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As a result, during that period, Nutrition was, at certain times, in danger of missing the

annual growth target that ADM communicated to investors.

39. Pursuant to GAAP, ADM’s internal accounting policies, and its disclosures

to investors, Luthar should have taken steps to ensure that: (a) ADM reported accurate

financial results for Nutrition regardless of any financial difficulties it encountered; and (b)

intersegment transactions involving Nutrition were recorded as ADM had promised to

investors – as if the transactions resulted from arm’s length negotiations between unrelated

parties (i.e., at prices “approximating market”).

40. Instead, in certain instances, when Nutrition was falling short of its operating

profit target, ADM and certain executives, including Luthar – acting knowingly, recklessly,

or negligently – orchestrated a series of fraudulent adjustments to intersegment transactions

designed to artificially boost Nutrition’s operating profit to the detriment of AS&O and

CarbSol.

41. Although the fraudulent adjustments varied in form, the pattern was

consistent. In each instance, ADM executives, including Luthar: (a) recognized that

Nutrition was falling short of its publicly-disclosed operating profit growth target in a given

reporting period; (b) pressured ADM employees to revisit Nutrition’s intersegment

transactions and find rebates or other retroactive adjustments that would inflate Nutrition’s

reported operating profit; (c) set the amount of the adjustment based on the need to meet

Nutrition’s operating profit target; (d) approved and certified financial statements either

knowingly, recklessly, or negligently disregarding that the improper adjustments inflated

Nutrition’s operating profit; and then (e) reported inflated Nutrition performance to

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investors without disclosing the adjustments to intersegment sales that were inconsistent

with market terms.

42. These adjustments did not reflect arm’s length transactions between Nutrition

and ADM’s other business segments (i.e., transactions at prices “approximating market”).

Rather, the adjustments came in the form of one-sided transfers of operating profit to

Nutrition on terms not provided to external customers.

43. The fraudulent adjustments resulted in ADM overstating Nutrition’s

operating profit and operating profit growth in its periodic reports filed with the SEC.

44. In addition, the fraudulent adjustments rendered the disclosure in ADM’s

annual and quarterly reports about how it priced intersegment transactions false and

misleading, as the adjustments resulted in transactions inconsistent with ADM’s

representation that intersegment transactions were recorded at amounts approximating

market.

45. ADM began fraudulently shifting operating profit to Nutrition from ADM’s

other business segments before Luthar was appointed as Nutrition’s CFO and Luthar

continued the practice after he joined the scheme. In FY 2019, ADM and certain of its

executives – realizing that Nutrition was in danger of missing its performance target –

engineered rebates that improperly shifted $4.7 million of operating profit from CarbSol to

Nutrition. Those rebates were not the result of an arm’s length negotiation but rather were

designed to assist Nutrition in meeting its FY 2019 performance goal. The rebates: (a) were

not contemplated in the original contracts between Nutrition and CarbSol for the related

intersegment sales; (b) were not generally made available to third-party customers; and (c)

had no discernable benefit to CarbSol and resulted in CarbSol selling one of its products to

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Nutrition for amounts below cost. On earnings calls for the third quarter and year-end FY

2019, ADM executives reported Nutrition’s results but omitted any reference to the

adjustment or its impact.

46. Although he was not directly involved in the FY 2019 adjustment, starting in

FY 2021, Luthar began engaging in fraud and employed the same improper practices ADM

used in FY 2019.

IV. Luthar Takes a Central Role in the Fraudulent Scheme to Artificially Boost
Nutrition’s Performance

47. In FY 2021 and FY 2022, Luthar orchestrated and approved the fraudulent

shifting of operating profit to Nutrition from ADM’s other business segments to: (a)

artificially bolster Nutrition’s performance; and (b) make it appear as if Nutrition was

meeting the growth projections it had communicated to investors (or minimizing a shortfall

from those projections). In addition to the other facts alleged herein, Luthar’s senior

position, education, training, and experience reflect that he knew, or recklessly or

negligently disregarded, that the post hoc adjustments to intersegment transactions rendered

ADM’s disclosures false and misleading as they included terms not made available to third

parties (and not obtained through arm’s length negotiation).

48. Luthar earned a Master of Business Administration from the Wharton School

of the University of Pennsylvania. Before joining ADM, Luthar spent nearly a decade in

various treasury and regional finance leadership positions at one of the world’s largest

automobile manufacturers. By FY 2021, Luthar had worked at ADM in a variety of senior-

level positions, including positions of increasing responsibility in its finance organization

and Head of Investor Relations.

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49. As of FY 2021 and through April 2022, Luthar was the CFO of Nutrition and

had amassed extensive experience in ADM’s operations and financial policies. In that role,

among other duties, Luthar was responsible for: (a) supervising Nutrition’s finance

department; (b) reviewing ADM’s annual and quarterly reports with a focus on disclosures

related to Nutrition; (c) ensuring that Nutrition complied with ADM’s internal policies

related to financial disclosure; and (d) signing quarterly sub-certifications pursuant to SOX

Section 302 on Nutrition’s behalf.

50. In FY 2021 and FY 2022, Luthar understood ADM’s policies governing

negotiating and recording intersegment transactions. He also was familiar with ADM’s

disclosures to investors regarding the method for reporting intersegment transactions (i.e.,

that transactions would be recorded at prices “approximating market”).

51. Despite his familiarity with ADM’s disclosures to investors – and despite

knowing that intersegment transactions should be recorded as if they resulted from arm’s

length negotiations between unrelated parties – in FY 2021 and FY 2022, Luthar engineered

multiple fraudulent adjustments to intersegment transactions that: (a) were, in practical

effect, gifts to Nutrition from ADM’s other segments; (b) were not negotiated at arm’s

length; and (c) would not have been granted to ADM’s external customers.

A. FY 2021: Luthar Orchestrates a Fraudulent, Retroactive “White Flake”
“Rebate” from AS&O to Nutrition

52. Nutrition faced an unanticipated obstacle in late 2020 that threatened its

ability to meet its publicly disclosed 15% to 20% operating profit growth target for FY 2021.

53. As part of its routine operations, Nutrition bought a processed soybean

product called “white flake” from AS&O, which Nutrition then used to manufacture food

products it sold to external customers. Nutrition agreed that it would pay AS&O for white

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flake based, in part, on the market price for soybean meal (white flake’s main component).

Nutrition and AS&O memorialized each purchase in a purchase order reflecting the then-

current market price for soybean meal.

54. But, in the fourth quarter of 2020, the market price of soybean meal rose

significantly, causing a corresponding increase in the price of white flake sold by AS&O to

Nutrition. This substantial and unexpected increase in the price of white flake would have

negatively affected Nutrition’s operating profit margin.

55. Nutrition’s operating profit growth projection for FY 2021 did not anticipate

the increase in market price for soybean meal. Rather, Nutrition’s financial projections for

2021 used the August 2020 market price for soybean meal (prior to the market price

increase). And, Nutrition already had entered into sales agreements with its customers

based on pre-spike prices (meaning that Nutrition could not pass the added expense for

white flake to its customers).

56. By late 2020, Luthar knew that Nutrition was on track to miss its operating

profit growth target for FY 2021 if it paid the market price for soybean meal to AS&O (as it

had agreed). In the fourth quarter of 2020, Luthar notified ADM’s leadership about the

spike in soybean meal’s market price and that the price increase would negatively affect

Nutrition’s FY 2021 operating profit margin.

57. Certain ADM executives suggested to Luthar that ADM act transparently

and revise Nutrition’s FY 2021 growth forecast downward. In other words, those ADM

executives proposed that Nutrition accurately disclose Nutrition’s financial situation: i.e.,

that market price increases in raw materials were adversely affecting Nutrition’s operating

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profit and Nutrition would be unable to meet its publicly disclosed operating profit growth

target for FY 2021.

58. Instead, Luthar executed a plan to retroactively re-price the white flake

transactions between Nutrition and AS&O to reflect the pre-spike August 2020 market price

for soybean meal, which would: (a) improve Nutrition’s operating profit; and (b) allow

Nutrition to achieve its initial FY 2021 operating profit growth forecast.

59. As this plan took shape in late 2020, Luthar knew that AS&O executives were

incentivized to be compliant partners rather than arm’s length negotiators. Nutrition’s

President reminded Luthar that AS&O’s President was financially motivated to help

Nutrition even though a transfer of operating profit would adversely affect AS&O.

Nutrition’s President told Luthar that AS&O’s President “is willing to work with us on

white flake too. We spoke privately last night and he is severely motivated by [ADM’s

Performance Incentive Plan] and [Performance Share Units] to help us.”

60. The adjustment that Luthar sought for Nutrition was not based on any

contractual obligation or the economic realities of Nutrition’s white flake purchases.

Instead, the amount of the adjustment was based entirely on Nutrition’s immediate need to

reduce expenses and increase operating profit to meet its FY 2021 operating profit growth

target.

61. As Nutrition’s shortfall increased through the end of 2020 and beginning of

2021, the size of the adjustment that Luthar sought increased to match. In December 2020,

Nutrition forecasted that it would fall short of its FY 2021 operating profit goal by

approximately $5 million, and Nutrition thus estimated the required adjustment as a $5

million to $8 million operating profit transfer from AS&O to Nutrition. By the end of

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January 2021, the negative impact on Nutrition’s FY 2021 operating profit had grown to

more than $20 million. Luthar revised the size of the required adjustment accordingly.

62. Although the planned adjustment more than doubled in size to $20 million,

no arm’s length negotiations took place. For example, Nutrition was not asked to make any

concessions in return for the additional funds. Nutrition, at Luthar’s direction, simply set

the size of the adjustment and AS&O agreed.

63. Only after agreeing on the size of the adjustment, did ADM executives, led by

Luthar, focus on how they would justify it.

64. Several potential justifications were suggested. Luthar initially advocated for

Nutrition to receive a “volume discount” on white flake. But, some ADM finance

executives expressed concern that ADM’s Controller would not approve such a discount

because it would be applied retroactively and was not based on an existing contractual

obligation.

65. Nutrition’s finance personnel proposed an alternative adjustment that was

more consistent with how AS&O treated external customers. The alternative proposal was

called a “wash out contract.” This arrangement would have gradually compensated

Nutrition in future reporting periods (over the course of FY 2021 and FY 2022). But, Luthar

rejected that proposal because it would not solve Nutrition’s immediate problem (i.e.,

meeting its operating profit growth goal for FY 2021).

66. After Luthar led a series of meetings in February and March 2021, Luthar,

other Nutrition executives, and AS&O executives agreed to a “rebate” that would be paid

by AS&O to Nutrition in four quarterly installments in FY 2021 in an amount that would:

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(a) allow Nutrition to buy its FY 2021 white flake using the pre-spike August 2020 soybean

meal price; and (b) allow Nutrition to meet its FY 2021 forecast.

67. This rebate had the same practical effect as if Nutrition and AS&O had

backdated their existing soybean meal purchase orders by five months to replace the actual

market price (that the parties had previously agreed to) with a lower soybean meal price that

existed just before the price spike. The rebate Luthar orchestrated effectively granted

Nutrition a do-over, allowing it to lock in a lower historical soybean meal price so Nutrition

would not have to bear the expense of the actual market-based price spike. This retroactive

re-pricing arrangement was not available to AS&O’s third-party customers.

68. Luthar knew that this retroactive rebate could raise suspicions. He

encouraged others to characterize the rebate using language that disguised the goal of

boosting Nutrition’s reported results. In March 2021, Nutrition’s President expressed

concern to Luthar about calling the adjustment a “rebate.” Nutrition’s President told Luthar

that it sounded like AS&O was giving Nutrition a “gift.” Luthar agreed and stated that he

preferred a less suspicious term for the adjustment: “risk sharing.”

69. Luthar and other ADM executives approved the fraudulent, retroactive white

flake adjustment that inflated Nutrition’s operating profit by $20.7 million in FY 2021.

70. In a July 2021 earnings call, ADM raised its publicly disclosed operating

profit growth target for Nutrition for FY 2021 to 20%. It did not disclose the $20.7 million

white flake adjustment.

71. Luthar knew – or recklessly or negligently disregarded – that this retroactive

white flake adjustment did not approximate market and had none of the indicia of an arm’s

length transaction. For example, he knew or recklessly or negligently disregarded that: (a)

 20

there was no written agreement to support a rebate or renegotiation of pricing in the event of

unexpected increases in market prices (i.e., AS&O was providing this adjustment as a favor

with no contractual obligation to do so); (b) such a post hoc price adjustment was not

consistent with market terms in transactions between AS&O and third parties; (c) the

amount of the adjustment was not determined by arm’s length negotiation, but rather was

quantified based on Nutrition’s unilateral determination of how much money it needed to

meet its operating profit growth goal; (d) AS&O received no benefit from the “rebate”

(rather the “rebate” was designed solely to benefit Nutrition); (e) AS&O executives were

encouraged and financially incentivized by ADM’s executive compensation plan to transfer

operating profit to Nutrition at the expense of their own business segment; and (f) the

adjustment was not designed to reach a price “approximating market” but rather was

designed to allow Nutrition to avoid the impact of the market price for soybean meal.

72. Based on Luthar’s fraudulent shifting of $20.7 million from AS&O to

Nutrition, Nutrition was able to make it appear as if it had met its publicly announced

operating profit growth target of 20% for FY 2021. Without the $20.7 million generated by

Luthar’s retroactive white flake price adjustment, Nutrition’s annual operating profit growth

would have fallen short of that publicly announced 20% growth target.

73. In a January 2022 earnings call, ADM represented to investors that Nutrition

had met its projected 20% operating growth target for FY 2021. Nutrition’s FY 2021

operating profit growth, and the assertion that ADM had met its projections in that regard

were material to investors. ADM’s representations were misleading because ADM did not

disclose that Nutrition would not have met this target without Luthar orchestrating the

fraudulent shift of $20.7 million from AS&O to Nutrition through the retroactive white flake

adjustment.

B. FY 2022: Luthar Engineers the Fraudulent Transfer of Operating Profit from
CarbSol and AS&O to Nutrition

74. In April 2022, ADM promoted Luthar to CFO for the entire company. In that

role, among other duties, Luthar was responsible for: (a) overseeing ADM’s finance and

accounting operations; and (b) signing and certifying ADM’s publicly filed annual and

quarterly reports. In addition, Luthar was appointed to ADM’s disclosure committee, which

reviewed and approved ADM’s annual and quarterly reports. From his new position,

Luthar continued to direct ADM employees to shift operating profit to Nutrition through

post hoc adjustments to intersegment transactions.

(1) Nutrition’s Operating Profit Lags and Luthar Instructs ADM Employees to
Identify $10 to $20 Million in Adjustments to Benefit Nutrition

75. In April and July 2022 earnings calls, Luthar assured investors that ADM was

projecting an annual increase in Nutrition’s operating profit of 20%.

76. But, starting in December 2021, before FY 2022 even began, Luthar

expressed concern to AS&O’s CFO that Nutrition would not be able to hit its growth target

for FY 2022 (which, at the time, was 15%) and asked him to find potential avenues for

shifting operating profit from AS&O to Nutrition.

77. In the Spring of 2022 – after Luthar first told investors that ADM was raising

Nutrition’s operating profit growth estimate for FY 2022 from 15% to 20% – Luthar’s

private concerns regarding Nutrition’s performance began to materialize. Beginning in May

2022, Nutrition experienced global pricing pressure and operational issues that again

threatened Nutrition’s ability to meet its annual growth projection.

 22

78. In response, Luthar asked ADM employees to re-examine Nutrition’s

intersegment transactions and find adjustments to fix Nutrition’s shortfall. Specifically,

Luthar directed Nutrition’s President and other ADM employees to identify $10 million to

$20 million in adjustments to increase Nutrition’s operating profit for FY 2022. Luthar did

not select this amount based on the economic realities of Nutrition’s intersegment

transactions. Rather, Luthar instructed ADM employees to identify $10 million to $20

million in adjustments because that amount was needed to help Nutrition avoid falling short

of its operating profit growth target.

79. By July 2022, Nutrition’s financial problems had increased significantly.

Nutrition’s President internally described the financial difficulties as “a disaster” and told

Nutrition’s CFO that “[w]e need to stop the bleeding.”

80. Luthar continued to pressure Nutrition’s President and others to “find some

relief” for Nutrition (i.e., to transfer operating profit to Nutrition from AS&O and CarbSol).

Luthar’s instructions were met with some pushback. According to Nutrition’s President,

AS&O executives complained that Nutrition was “begging for money.” A few months later,

after the AS&O president threatened that “the charitable bank is closed,” Nutrition’s

President: (a) suggested to Luthar that Nutrition should “wear our numbers”; and (b)

confided to AS&O’s and CarbSol’s Presidents that “in good conscience, you guys have both

already done too much for us.”

81. Despite any concerns, in August 2022, Nutrition’s President, following

Luthar’s instruction, told Nutrition’s CFO to “push” the CFO of AS&O and CarbSol to

complete the adjustments because Nutrition “need[s] this.”

 23

82. As in FY 2021, Luthar knew that ADM’s other business segments ultimately

would be willing partners rather than arm’s length negotiators. Based on discussions at an

ADM executive committee meeting that he attended in late October 2022, Luthar knew that

Nutrition’s fourth quarter performance was a “corporate priority” and that all of ADM’s

business segments were incentivized to help Nutrition meet its growth target.

(2) Luthar Misleads Investors About Nutrition’s Performance in an October 2022
Earnings Call

83. Despite knowing – or recklessly or negligently disregarding – that Nutrition

was in danger of missing its growth target absent extraordinary adjustments to intersegment

transactions, Luthar continued to tout Nutrition’s performance to investors. In an October

25, 2022 earnings call with investors, Luthar represented that: (a) “the Nutrition business

continued to outpace the industry with Q3 revenue growth of 10% on a reported basis and

16% on a constant currency basis”; (b) “[t]hird quarter adjusted operating profit was similar

to last year and 7% higher on a constant currency basis”; (c) [o]ur year-to-date performance

remains very strong, including 20% revenue and 19% OP [operating profit] growth on a

constant currency basis”; (d) “[l]ooking ahead, we expect the fourth quarter for Nutrition

this year to be higher than the fourth quarter of 2021, with continued strong demand in

Human Nutrition more than offsetting adverse currency effects”; and (e) “[w]e expect

Nutrition’s full year OP growth to be between 15% and 20% on a constant currency basis.”

84. During a question-and-answer segment on the October 2022 earnings call

with investors, Luthar further represented that: (a) in FY 2021 Nutrition operating profit

growth was 20%; and (b) “we continue to expect growth going forward to be in that 15-plus

percent range.”

 24

85. During the October 2022 earnings call, Luthar did not disclose: (a) the FY

2021 white flake adjustment; or (b) that he had instructed ADM personnel to find up to $20

million in adjustments to intersegment transactions to make it appear that Nutrition was

meeting its FY 2022 growth goal.

86. Luthar’s representations in the October 2022 earnings call identified in

paragraphs 83-84 were materially false, and omitted material information which rendered

the representations misleading. At the time he made those representations to investors,

Luthar knew – or recklessly or negligently disregarded – that: (a) Nutrition was only able to

meet its FY 2021 operating profit growth goal because of the fraudulent retroactive white

flake rebate that he had engineered; (b) Nutrition was facing significant financial obstacles

that threatened its ability to meet its FY 2022 operating profit growth target; and (c) Luthar

was so concerned about Nutrition’s operating profit that he had instructed ADM employees

to re-examine intersegment transactions and identify $10 million to $20 million in

adjustments to try to remedy Nutrition’s operating profit shortfall. Luthar disclosed none of

this to investors.

87. Luthar’s false and misleading representations in the October 2022 earnings

call were material. Reasonable investors making investment decisions related to ADM

would find the information in paragraphs 83-86 important as part of the total mix of

information available.

(3) Luthar Pressures ADM Employees to Transfer Operating Profit to Nutrition
from AS&O and CarbSol Through Two Fraudulent Adjustments

88. In November 2022, the pressure on Nutrition further intensified when ADM’s

Controller identified an inventory error that further reduced Nutrition’s operating profit by

$21 million.

 25

89. From August 2022 through December 2022, Nutrition executives, following

Luthar’s instruction to revisit Nutrition’s intersegment transactions, worked with AS&O

and CarbSol personnel to identify adjustments that would bolster Nutrition’s reported

results. Ultimately, ADM personnel delivered on Luthar’s instructions by making two

adjustments in December 2022 designed to shift operating profit from AS&O and CarbSol

to Nutrition.

90. The first fraudulent adjustment was a retroactive “rebate” on products

CarbSol had sold to Nutrition earlier in the fiscal year. Nutrition premised this rebate on the

fact that CarbSol had generated some additional revenue by selling a by-product created in

the manufacture of products it had sold to Nutrition during the first and second quarters of

the fiscal year. CarbSol voluntarily transferred $2.5 million of that additional by-product

revenue to Nutrition in the form of a “rebate” even though CarbSol: (a) was not required by

contract to share that revenue; and (b) did not transfer its by-product revenue to external

customers under similar circumstances.

91.  In September 2022, ADM’s Controller initially rejected such retroactive

transfers, citing the lack of a contractual obligation.

92. But Luthar kept pressuring ADM’s Controller to remedy Nutrition’s

operating profit shortfall. In the wake of discovering the $21 million inventory error, ADM’s

Controller informed her colleague that “I get the impression [Luthar] is pretty angry with

me” and “I cant (sic) take many more angry calls I had been warning everyone about this.”

93. Despite her previous concerns, just a month before the close of the fourth

quarter, ADM’s Controller reversed course and ultimately approved a retroactive

adjustment structured as a $2.5 million “rebate” from CarbSol to Nutrition.

 26

94. The second fraudulent adjustment was to sales between Nutrition and AS&O.

In August 2022, the two business segments began negotiating standardized prices for

prospective sales of white flake. Although the price negotiations were for future sales,

Nutrition executives acting at Luthar’s direction, with the agreement of AS&O executives

and ADM’s Controller, retroactively adjusted sales transactions that already had been

recognized in earlier quarters of FY 2022, applying certain beneficial pricing terms not

finalized until 2023. AS&O agreed to retroactively re-price completed sales even though: (a)

the white flake price agreement did not require it to do so; and (b) external customers were

not given the same opportunity to retroactively re-price completed sales.

95. This second retroactive adjustment increased Nutrition’s reported operating

profit by $6.6 million for sales occurring in the first and second quarters of FY 2022, i.e.,

before the August 2022 price negotiations even began.

96. The FY 2022 adjustments were not made on market terms and had none of

the indicia of arm’s length transactions. For example, Luthar knew – or recklessly or

negligently disregarded – that: (a) the adjustments were not based on an obligation

stemming from any contractual language; (b) the adjustments were not consistent with

terms ADM offered in market transactions with third parties; and (c) the adjustments were

enacted solely based on the pre-determined financial objective of achieving Nutrition’s

operating profit growth target (or minimizing any shortfall).

97. As with FY 2021, the fraudulent operating profit shifting – overseen and

implemented by Luthar – served its purpose. Although Nutrition still fell short of its

announced operating profit projection for FY 2022, the $9.1 million of “rebates” that

 27

Nutrition received from AS&O and CarbSol caused Nutrition’s operating profit to look

higher than it was and made its growth projection “miss” appear smaller than it was.

(4) Luthar Misleads Investors About Nutrition’s Performance in a January 2023
Earnings Call

98. Once again, Luthar misleadingly boasted about Nutrition’s performance to

investors. In ADM’s January 2023 earnings call for FY 2022, Luthar represented to

investors that: (a) “the Nutrition business continued its strong growth trajectory in 2022”;

and (b) Nutrition “continued to outperform industry growth levels and delivered 11% higher

profits for the full year on a constant currency basis.” On the earnings call, a research

analyst asked Luthar about a “structural challenge within Nutrition.” In response, Luthar

stated, “in terms of Q4, the issues that affected Q4, I’d say, are kind of a little more

temporary” despite knowing that Nutrition’s reported performance was inflated by the

fraudulent adjustments.

99. The representations that Luthar made to investors in the January 2023

earnings call in paragraph 98 were materially false and omitted material information which

rendered the statements misleading. Luthar did not disclose the fraudulent adjustments from

AS&O and CarbSol to Nutrition or their impact on Nutrition’s operating profit growth.

100. Luthar’s false and misleading representations on the January 2023 earnings

call were material. Reasonable investors making investment decisions related to ADM

would find the information in paragraphs 98-99 important as part of the total mix of

information available.

 28

(5) Luthar Certifies ADM’s FY 2022 Form 10-K that Overstated Nutrition’s
Operating Profit

101. On February 14, 2023, after instructing ADM employees to “identify” rebates

in intersegment transactions – and continually pressuring ADM employees to execute them

– Luthar certified ADM’s FY 2022 Form 10-K pursuant to SOX Section 302 despite

knowing, or being reckless or negligent in not knowing, that Nutrition’s reported operating

profit and operating profit growth were overstated.

102. In certifying ADM’s FY 2022 Form 10-K, Luthar either knew – or recklessly

or negligently failed to verify – that the intersegment adjustments that were identified at his

direction were not reached through arm’s length negotiation and did not reflect prices

“approximating market.” Any reasonable examination of the adjustments described in

paragraphs 89-96 above would have revealed that Nutrition’s retroactive “rebate” from

CarbSol and post hoc repricing of white flake were not consistent with market terms, were

not the result of arm’s length negotiations, and were intended solely to inflate Nutrition’s

performance so that it could attempt to meet the growth target that Luthar and other ADM

executives had provided to investors.

V. Luthar’s Misconduct Results in Material Misstatements in ADM’s Periodic
Reports

103. The fraudulent, non-market-based operating profit transfers to Nutrition from

ADM’s other business segments – described in paragraphs 52-97 – rendered ADM’s publicly

available periodic reports in FY 2021 and FY 2022 materially false and misleading in

several respects.

104. First, pursuant to ASC 280 – in the notes to its financial statements in ADM’s

Forms 10-K for FY 2021 and FY 2022, and in each Form 10-Q ADM filed for FY 2021 –

 29

ADM disclosed the method it used to measure intersegment transactions, representing that

“[i]ntersegment sales have been recorded at amounts approximating market.” Those

representations were false and misleading, and omitted material information. In reality, as

described in paragraphs 52-97, Luthar artificially boosted Nutrition’s operating profit by

engineering retroactive rebates and price adjustments that: (a) were not negotiated at arm’s

length; (b) were not available to Nutrition’s external customers; (c) were not based on a

contractual obligation; and (d) were designed solely to benefit Nutrition and to make it

appear as if Nutrition was meeting its growth targets (or minimizing any shortfall).

105. Second, Nutrition’s operating profit was materially overstated in ADM’s: (a)

Forms 10-Q for each quarter of FY 2021; (b) Forms 8-K announcing quarterly results in FY

2021; (c) Forms 10-K for FY 2021 and FY 2022; and (d) Forms 8-K announcing fourth

quarter and annual results for FY 2021 and FY 2022.

106. Third, because of the overstatement of Nutrition’s operating profit, ADM’s

disclosures of Nutrition’s operating profit growth – a critical metric for investors – were

materially false and misleading.

107. For FY 2021, without Luthar’s fraudulent, retroactive adjustment to

Nutrition’s white flake purchases, Nutrition would have missed its publicly disclosed 20%

target for operating profit growth for the fiscal year. Nutrition’s actual annual operating

profit growth without the fraudulent adjustments identified in paragraphs 52-73 would have

been 17%, rather than the 20% operating profit growth that: (a) was reported in ADM’s FY

2021 Form 10-K and Form 8-K announcing FY 2021 fourth quarter and year-end earnings;

and (b) had been forecasted and publicly touted by ADM in earnings calls on July 27, 2021,

October 26, 2021, and January 25, 2022.

 30

108. For FY 2022, without the fraudulent adjustments identified in paragraphs 89-

97, Nutrition’s actual operating profit growth would have been 5%, rather than the 7%

disclosed in ADM’s FY 2022 Form 10-K.

109. The misrepresentations identified in paragraphs 103-108 were material

because a reasonable investor would want to know that: (a) contrary to its representations to

investors, certain intersegment transactions for Nutrition were not recorded at prices

“approximating market”; (b) ADM and Luthar had made non-market based adjustments to

boost Nutrition’s performance and push it closer to or above ADM’s projections for

Nutrition’s operating profit growth; (c) the adjustments took the form of retroactive rebates

and price adjustments that were not negotiated at arm’s length and were on terms that were

not available to ADM’s external customers; (d) as a result of the fraudulent adjustments,

Nutrition’s operating profit was overstated; (e) for FY 2021, contrary to the disclosures in

ADM’s Form 10-K (and Form 8-K announcing fourth quarter and annual earnings),

Nutrition had, in reality, fallen short of its publicly disclosed target for operating profit

growth; and (f) for FY 2022, Nutrition’s operating profit growth was lower than disclosed in

its Form 10-K.

110. In addition, the misrepresentations in paragraphs 103-108 were material

because: (a) the misstatements concerned a business segment – Nutrition – that ADM had

identified as playing a significant role in ADM’s growth prospects; (b) at least some analysts

and institutional investors separately analyzed Nutrition when evaluating an investment and

assigned Nutrition a higher earnings multiple than ADM’s other segments in their

investment analysis; (c) the misstatements were the result of an intentional shifting of

operating profit by Luthar and other ADM executives to Nutrition from ADM’s other

 31

business segments; (d) the misstatements in FY 2021 hid Nutrition’s failure to meet

operating profit growth targets that ADM had shared with investors; and (e) in the case of

the FY 2021 adjustments, the misstatements affected executive compensation for certain

executives, including Luthar, because it gave the appearance that Nutrition had met a profit

growth target that was one of the metrics ADM weighed when evaluating those executives’

individual performance for purposes of awarding a cash bonus.

VI. ADM’s Securities Offerings During FY 2021 and FY 2022

111. ADM filed Form S-3 registration statements on August 4, 2017, and July 31,

2020. ADM sold notes to investors pursuant to these registration statements in September

2021, February 2022, and March 2023. These registration statements incorporated the

misstatements discussed in paragraphs 103-108.

VII. Luthar Obtained a Financial Benefit from His Fraudulent Conduct

112. Luthar received a personal financial benefit from his fraudulent conduct in the

form of: (a) a $130,000 cash bonus ADM paid him in or around February 2022 based, in

part, on Nutrition’s FY 2021 performance; and (b) his sales of personally held shares of

ADM stock, cumulatively for more than $1.8 million, at prices inflated by the artificial

boosting of Nutrition’s operating profit.

113. As described in paragraphs 52-73, Luthar’s engineering of the fraudulent

$20.7 million transfer from AS&O to Nutrition allowed Nutrition to meet its operating

profit goal for FY 2021. That artificial boost to Nutrition’s operating profit, therefore,

helped Luthar meet one of the performance metrics for his individual cash bonus for FY

2021. Without the $20.7 million transfer, Nutrition would not have reached its operating

 32

profit growth goal, and Luthar, therefore, would not have met one of the performance

metrics which was one of the bases of his individual cash bonus for FY 2021.

114. In or around February 2022, ADM paid Luthar an individual performance

bonus of $130,000 that was tied, in part, to Nutrition meeting its operating profit goal for

FY 2021.

115. In addition to his cash bonus, Luthar benefitted from his fraud by selling

personally held ADM shares, cumulatively for more than $1.8 million, during the period

when ADM’s share price was inflated by the fraudulent transfer of operating profit to

Nutrition from ADM’s other business segments (i.e., the period before ADM’s January 21,

2024 public announcement – described in paragraph 121 below – that it had placed Luthar

on leave and had launched an internal investigation into accounting practices related to

certain intersegment transactions involving Nutrition).

116. As described in paragraph 122 below, after ADM’s January 21, 2024

announcement of its internal investigation and Luthar’s suspension, ADM’s stock price fell

by 24% on the next trading day.

117. Before Luthar’s and ADM’s fraud came to light – and before the resulting

drop in ADM’s share price – Luthar sold shares of ADM stock into the public market.

118. Specifically, between June 2022 and February 2023, Luthar executed the

following sales of his personal ADM shares for total proceeds of over $1.8 million. In doing

so, Luthar benefitted from ADM share prices that were inflated by the fraudulent shifting of

operating profit from ADM’s other business segments to Nutrition:

 33

Stock Sales by Luthar During the Fraud

Sale Date Number of
Shares Sold

Sale Price Total Proceeds

6/7/2022 7,500 $89.59 per share $671,925

2/13/2023 14,750 $82.09 per share $1,210,828

TOTAL:   $1,882,753

VIII. The Fraudulent Shift of Operating Profit to Nutrition Is Exposed and Luthar
Resigns

119. Details of ADM’s and Luthar’s fraud started coming to light in January 2024.

120. In June 2023, ADM became aware of an investigation by the SEC. Shortly

thereafter, ADM started an internal investigation into intersegment transactions involving

the Nutrition segment.

121. In January 2024, ADM publicly announced that it was: (a) investigating

“certain accounting practices and procedures with respect to ADM’s Nutrition reporting

segment, including as related to certain intersegment transactions … in response to [ADM’s]

receipt of a voluntary document request by the [SEC]”; (b) withdrawing Nutrition’s

forward-looking outlook; (c) delaying its earnings release relating to its fourth quarter and

full year 2023 financial results, as well as the filing of its FY 2023 Form 10-K; and (d)

placing Luthar on administrative leave, effective immediately.

122. On January 22, 2024 – the first trading day after ADM’s announcement –

ADM’s stock price fell 24%.

123. In addition, in the wake of ADM’s January 2024 announcement, two

institutional investors with significant, long-term stakes in ADM sharply reduced their

 34

investments. One of them sold its entire position in ADM following the announcement,

citing a “crisis in confidence” and the inability to trust ADM’s financial reporting.

124. Further, after ADM’s January 2024 announcement, several analysts lowered

their ratings and/or price target for ADM, citing uncertainty surrounding the Nutrition

segment. For example, on January 21, 2024, one analyst reacting to the announcement

lowered its target price for ADM, stating that “shares will be pressured as announcements

imply lowered profit baseline for Nutrition – which is key valuation driver – and create

management credibility concerns.” On January 22, 2024, a large analyst firm reacting to the

announcement lowered its target price for ADM by almost 15% and lowered its “Capital

Allocation Rating” for ADM from “Exemplary” to “Standard.” In reducing its rating, the

analyst noted that “[o]ur Exemplary rating had been rooted in our view that ADM's

acquisitions that created the nutrition business have been value accretive… However, in the

absence of reliable financial statements, we are unable to tell if the acquisitions have created

value.”

125. ADM’s internal investigation ultimately concluded that various intersegment

transactions – including the fraudulent adjustments described in paragraphs 52-97 above –

were recorded at amounts that did not approximate market.

126. On November 18, 2024, ADM filed an amended FY 2023 Form 10-K that

restated its consolidated financial statements for FY 2021 through FY 2023 and restated

segment operating profit for FY 2018 through FY 2023.

127. The restatement included the reversal of the fraudulent adjustments identified

in paragraphs 52-97 above. ADM further disclosed in its restated FY 2023 Form 10-K a

“material weakness in the Company’s internal control over financial reporting related to its

 35

accounting practices and procedures for intersegment sales. The material weakness resulted

from inadequate controls that allowed for certain intersegment sales to be reported at

amounts not approximating market.”

128. At the close of trading on November 18, 2024, the day ADM filed the

amended FY 2023 Form 10-K, ADM’s share price remained over 23% lower than on

January 19, 2024 (the last trading day before ADM disclosed that it was investigating its

accounting practices with respect to ADM’s Nutrition segment, including those related to

certain intersegment transactions).

COUNT I

Violations of Section 10(b) of the Exchange Act [15 U.S.C. §78j(b)] and
Rule 10b-5(a) through (c) [17 C.F.R. 240.10b-5] thereunder

129. Paragraphs 52-111 are realleged and incorporated by reference.

130. As more fully described in paragraphs 52-111, Luthar, directly or indirectly,

singly or in concert with others, by use of the means or instrumentalities of interstate

commerce, or by the use of the mails, or of the facilities of a national securities exchange, in

connection with the purchase or sale of securities, knowingly or recklessly, has: (a)

employed devices, schemes and artifices to defraud; (b) made untrue statements of material

facts and omitted to state material facts necessary in order to make statements made, in the

light of the circumstances under which they were made, not misleading; and (c) engaged in

acts, practices and courses of business which operated or would have operated as a fraud or

deceit upon purchasers of securities and upon other persons.

131. As described in more detail in paragraphs 52-111, Luthar acted with scienter

in that he knowingly or recklessly made the material misrepresentations and omissions and

engaged in the fraudulent conduct identified above.

 36

132. By reason of the foregoing, Luthar violated Section 10(b) of the Exchange Act

[15 U.S.C. § 78j(b)] and Rule 10b-5(a) through (c) thereunder [17 C.F.R. 240.10b-5].

COUNT II

Violations of Section 17(a)(1) of the Securities Act [15 U.S.C. § 77q(a)(1)]

133. Paragraphs 52-111 are realleged and incorporated by reference as though fully

set forth herein.

134. By engaging in the conduct described in paragraphs 52-111, Luthar, directly

or indirectly, in the offer and sale of securities, by the use of the means and instruments of

interstate commerce, has employed devices, schemes and artifices to defraud.

135. In engaging in the conduct described herein, Luthar acted knowingly or

recklessly.

136. By reason of the foregoing, Luthar has violated Section 17(a)(1) of the

Securities Act [15 U.S.C. § 77q(a)(1)].

COUNT III

Violations of Section 17(a)(2) of the Securities Act [15 U.S.C. § 77(q)(a)(2)]

137. Paragraphs 83-87, 98-118 are realleged and incorporated by reference.

138. By engaging in the conduct described in paragraphs 83-87, 98-118, Luthar, in

the offer and sale of securities, by the use of the means and instruments of interstate

commerce, directly or indirectly, obtained money or property by means of untrue statements

of material fact or by omitting to state material facts necessary in order to make the

statements made, in light of the circumstances under which they were made, not

misleading.

 37

139. Luthar acted knowingly, recklessly, or at least negligently in relation to the

false and misleading statements and omissions identified in paragraphs 83-87, 98-110 above.

140. By reason of the foregoing, Luthar violated Section 17(a)(2) of the Securities

Act [15 U.S.C. § 77q(a)(2)].

COUNT IV

Violations of Section 17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)]

141. Paragraphs 52-111 are realleged and incorporated by reference.

142. By engaging in the conduct described in paragraphs 52-111, Luthar, in the

offer and sale of securities, by the use of the means and instruments of interstate commerce,

directly or indirectly, engaged in transactions, practices, or courses of business which

operated as a fraud or deceit upon the purchaser of securities.

143. Luthar acted knowingly, recklessly, or at least negligently in engaging in the

conduct identified in paragraphs 52-111.

144. By reason of the foregoing, Luthar violated Section 17(a)(3) of the Securities

Act [15 U.S.C. § 77q(a)(3)].

COUNT V

Aiding and Abetting ADM’s Violations of Section 10(b) of the Exchange Act [15 U.S.C.
§78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. 240.10b-5(b)]

145. Paragraphs 52-111 are realleged and incorporated by reference.

146. As more fully described in paragraphs 73, 83-87, 98-111, ADM directly or

indirectly, in connection with the purchase or sale of securities, by the use of the means or

instrumentalities of interstate commerce or of the mails, acting knowingly, or recklessly,

made untrue statements of material fact and omitted to state material facts necessary in

 38

order to make statements made, in the light of the circumstances under which they were

made, not misleading.

147. As described in more detail in paragraphs 52-111, pursuant to Section 20(e) of

the Exchange Act [15 U.S.C. § 78t(e)], Luthar knowingly or recklessly provided substantial

assistance to ADM in its violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and

Rule 10b-5(b) thereunder [17 C.F.R. 240.10b-5(b)].

COUNT VI

Aiding and Abetting ADM’s Violations of Section 13(a) of the Exchange Act [15 U.S.C.
§ 78m(a)] and Rules 12b-20 [17 C.F.R. 240.12b-20], 13a-1 [17 C.F.R. 240.13a-1], 13a-11

[17 C.F.R. 240.13a-11] and 13a-13 [17 C.F.R. 240.13a-13] thereunder

148. Paragraphs 52-111 are realleged and incorporated by reference.

149. Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 13a-1, 13a-

11, and 13a-13 thereunder [17 C.F.R. 240.13a-1, 240.13a-11, and 240.13a-13] respectively

require issuers of registered securities to file with the SEC materially accurate annual reports

(on Form 10-K), current reports (on Form 8-K), and quarterly reports (on Form 10-Q).

Exchange Act Rule 12b-20 [17 C.F.R. 240.12b20] provides that, in addition to the

information expressly required to be included in a statement or report, there shall be added

such further material information, if any, as may be necessary to make the required

statements, in light of the circumstances under which they were made, not misleading.

150. As more fully described in paragraphs 103-108, ADM, as an issuer of a

security registered pursuant to Exchange Act Section 12 [15 U.S.C. § 78l], filed annual

reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K,

that each contained materially false or misleading statements and/or material omissions

 39

that rendered the statements made in these filings, in light of the circumstances under which

they were made, misleading.

151. As described in more detail in paragraphs 52-111, pursuant to Section 20(e) of

the Exchange Act [15 U.S.C. § 78t(e)], Luthar knowingly or recklessly provided substantial

assistance to ADM in its violations of Exchange Act Section 13(a) [15 U.S.C. § 78m(a)] and

Rules 12b-20 [17 C.F.R. 240.12b-20], 13a-1 [17 C.F.R. 240.13a-1], 13a-11 [17 C.F.R.

240.13a-11] and 13a-13 [17 C.F.R. 240.13a-13] thereunder.

COUNT VII

Aiding and Abetting ADM’s Violations of Exchange Act Section 13(b)(2)(A)
[15 U.S.C § 78m(b)(2)(A)]

152. Paragraphs 52-111 are realleged and incorporated by reference.

153. Exchange Act Section 13(b)(2)(A) requires an issuer such as ADM to make

and keep books, records, and accounts which, in reasonable detail, accurately and fairly

reflect transactions of the issuer.

154. As more fully described in paragraphs 52-111, by failing to make or keep

books, records and accounts that in reasonable detail accurately and fairly reflected

transactions of the issuer, ADM violated Exchange Act Section 13(b)(2)(A) [15 U.S.C. §

78m(b)(2)(A)].

155. As described in more detail in paragraphs 52-111, pursuant to Exchange Act

Section 20(e) [15 U.S.C. § 78t(e)], Luthar knowingly or recklessly provided substantial

assistance to ADM in its violations of Exchange Act Section 13(b)(2)(A) [15 U.S.C. §

78m(b)(2)(A)].

 40

COUNT VIII

Aiding and Abetting ADM’s Violations of Exchange Act Section 13(b)(2)(B)
[15 U.S.C. § 78m(b)(2)(A)]

156. Paragraphs 52-111, and 127 are realleged and incorporated by reference.

157. Exchange Act Section 13(b)(2)(B) requires an issuer such as ADM to devise

and maintain a system of internal accounting controls sufficient to provide reasonable

assurances that its financial statements are prepared in conformity with GAAP or any other

criteria applicable to those statements.

158. As more fully described in paragraphs 52-111, and 127, by failing to devise

and maintain a system of internal accounting controls sufficient to provide reasonable

assurances that its financial statements were prepared in conformity with GAAP or any

other criteria applicable to those statements, ADM violated Exchange Act Section

13(b)(2)(B) [15 U.S.C. § 78m(b)(2)(A)].

159. As described in more detail in paragraphs 52-111, pursuant to Exchange Act

Section 20(e) [15 U.S.C. § 78t(e)], Luthar knowingly or recklessly provided substantial

assistance to ADM in its violations of Exchange Act Section 13(b)(2)(B) [15 U.S.C. §

78m(b)(2)(B)].

COUNT IX

Violations of Exchange Act Rule 13a-14 thereunder [17 C.F.R. 240.13a-14]

160. Paragraphs 101-102 are realleged and incorporated by reference.

161. Exchange Act Rule 13a-14 required Luthar to include a certification of

ADM’s FY 2022 Form 10-K in the form required by 18 U.S.C. § 1350.

162. As more fully described in paragraphs 101-102 above, Luthar signed the

certification for ADM’s FY 2022 Form 10-K and certified that it did not contain any untrue

statement of material fact or omit to state a material fact necessary to make the statements

made not misleading.

163. Luthar violated Rule 13a-14 [17 C.F.R. 240.13a-14] when he signed the

certification for ADM’s FY 2022 Form 10-K that, among other things, failed to disclose (a)

the fraudulent adjustments from AS&O and CarbSol to Nutrition or (b) their impact on

Nutrition’s operating profit growth.

164. By reason of the foregoing, Luthar violated Exchange Act Rule 13a-14 [17

C.F.R. 240.13a-14].

COUNT X

Failure to Reimburse Violations of SOX Section 304 [15 U.S.C. § 7243]

165. Paragraph 30 is realleged and incorporated by reference.

166. As more fully described in paragraph 30, ADM was required to prepare a FY

2022 Form 10-K in compliance with its financial reporting requirements under the federal

securities laws.

167. SOX Section 304(a) requires, among other things, the CFO of any issuer

required to prepare an accounting restatement due to material noncompliance with financial

reporting requirements under the securities laws as a result of misconduct to reimburse the

issuer for any bonuses, incentive-based or equity-based compensation, or profits from sales

of the issuer’s securities received by that person during the 12-month period following the

first public issuance or filing with the SEC of the misstated document.

168. Because ADM’s Form 10-K for FY 2022 was in material noncompliance,

Luthar – who signed and certified ADM’s FY 2022 Form 10-K as ADM’s CFO – is

required to reimburse ADM for: (a) any bonus or other incentive-based or equity-based

 42

compensation he received in the 12-month period following ADM’s filing of its FY 2022

Form 10-K, and (b) any profits related from any sales of ADM shares in the 12-month

period following ADM’s filing of its FY 2022 Form 10-K.

169. Luthar has not reimbursed ADM for compensation that he received in the 12-

month period following ADM’s filing of its FY 2022 Form 10-K.

170. The SEC has not exempted Luthar, pursuant to SOX Section 304(b) [15

U.S.C. § 7243(b)], from the application of SOX Section 304(a) [15 U.S.C. § 7243(a)].

171. By reason of the foregoing, Luthar violated Section 304 of SOX [15 U.S.C. §

7243].

RELIEF REQUESTED

 WHEREFORE, the SEC respectfully requests that this Court:

I.

 Enter an Order of Permanent Injunction restraining and enjoining Luthar, his

officers, agents, servants, employees, attorneys and those persons in active concert or

participation with him who receive actual notice of the Order, by personal service or

otherwise, and each of them from, directly or indirectly, engaging in the transactions, acts,

practices or courses of business described above, or in conduct of similar purport and object,

in violation of Securities Act Section 17(a) [15 U.S.C. § 77q(a)]; Exchange Act Section 10(b)

[15 U.S.C. § 78j(b)]; Exchange Act Rule 10b-5(a)-(c) [17 C.F.R. 240.10b-5(a)-(c)], and

Exchange Act Rule 13a-14 [17 C.F.R. 240.13a-14].

II.

 Enter an Order of Permanent Injunction restraining and enjoining Luthar, his

officers, agents, servants, employees, attorneys and those persons in active concert or

 43

participation with him who receive actual notice of the Order, by personal service or

otherwise, and each of them from, directly or indirectly, engaging in the transactions, acts,

practices or courses of business described above, or in conduct of similar purport and object,

aiding and abetting violations of Exchange Act Sections 13(a) [15 U.S.C. § 78m(a)],

13(b)(2)(A) [15 U.S.C. § 78m(b)(2)(A)], and 13(b)(2)(B) [15 U.S.C. § 78m(b)(2)(A)]; and

Exchange Act Rules 12b-20 [17 C.F.R. 240.12b-20], 13a-1 [17 C.F.R. 240.13a-1], 13a-11 [17

C.F.R. 240.13a-11], and 13a-13 [17 C.F.R. 240.13a-13] thereunder.

III.

Issue an Order requiring Luthar to disgorge any ill-gotten gains received based on the

violations alleged in this Complaint, including prejudgment interest, pursuant to Exchange

Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), (d)(5), and (d)(7)].

IV.

Issue an Order requiring Luthar to pay civil penalties pursuant to Section 20(d) of the

Securities Act [15 U.S.C. § 77t(d)], and Section 21(d)(3) of the Exchange Act [15 U.S.C. §

78u(d)(3)].

V.

Issue an Order pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)]

and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)], prohibiting Luthar from

acting as an officer or director of any issuer that has a class of securities registered pursuant

to Section 12 of the Exchange Act (15 U.S.C. § 78l) or that is required to file reports

pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)].

 44

VI.

 Issue an Order pursuant to SOX Section 304 [15 U.S.C. § 7243(a)] requiring Luthar

to reimburse ADM for any bonus or other incentive-based or equity-based compensation he

received in the 12-month period following ADM’s filing of its FY 2022 Form 10-K.

VII.

 Grant such other relief as this Court deems appropriate.

JURY DEMAND

 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the SEC hereby requests

a trial by jury.

Dated: January 27, 2026 Respectfully submitted,

By: /s/ Timothy S. Leiman
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION

Timothy Leiman ([email protected])
Timothy J. Stockwell ([email protected])
Ashley E. Dalmau Holmes ([email protected])
Arefa Patel ([email protected])
175 W. Jackson Blvd., Suite 1450
Chicago, Illinois 60604
Phone:  (312) 353-3790
Facsimile:  (312) 353-7398

mailto:[email protected]

UNITED STATES DISTRICT COURT 
NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION  
 

 
UNITED STATES SECURITIES AND 
EXCHANGE COMMISSION, 
 
                                             Plaintiff,  
 
                        v. 
 
VIKRAM LUTHAR,  
 
                                             Defendant.   
 

 
 
 
 
Civil Action No.: 26-cv-0927 
 
 
 
 
JURY TRIAL DEMANDED  

  
COMPLAINT 

 Plaintiff United States Securities and Exchange Commission (the “SEC”) files this 

Complaint against Defendant Vikram Luthar (“Luthar”) and alleges as follows:  

SUMMARY 

1. This case concerns accounting and disclosure fraud committed by Luthar, a 

high-ranking finance executive of Archer-Daniels-Midland Company (“ADM”), one of the 

world’s largest agricultural, supply chain management, and food processing companies. 

While he was Chief Financial Officer (“CFO”) of ADM’s critical Nutrition business 

segment (“Nutrition”) – and after his promotion to CFO of all of ADM – Luthar 

orchestrated and approved a series of improper, post hoc adjustments to sales between 

ADM’s business segments. Luthar manipulated these intersegment transactions to shift 

operating profit from ADM’s other business segments to Nutrition so that Nutrition would 

appear to be: (a) performing better than it was; and (b) meeting annual performance goals 

ADM had touted to the investing public.  

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2. ADM executives – including Luthar – routinely portrayed the Nutrition 

segment as ADM’s engine for future growth. Luthar and other ADM executives 

consistently represented to investors that Nutrition’s operating profit was projected to grow 

by 15% to 20% per year.  

3. Investors reacted positively to Nutrition’s growth prospects, and analysts 

portrayed Nutrition’s operating profit growth as a key metric in evaluating an investment in 

ADM. 

4. Luthar and other ADM executives knew that Nutrition’s growth was 

important to investors. To amplify that message, ADM offered monetary incentives to its 

executives that were based on Nutrition’s performance. Even some executives who worked 

for ADM’s other business segments received bonuses based, in part, on whether Nutrition 

met its operating profit growth goals. It was widely understood by ADM executives and 

employees that they should, at times, help Nutrition meet its goals – even if doing so came 

at the expense of their own business segment. 

5. Despite those incentives, ADM assured investors that its business segments 

would not receive special treatment when they transacted with each other. In periodic 

reports publicly filed with the SEC, ADM repeatedly told investors that ADM’s 

intersegment transactions would be recorded at amounts “approximating market,” i.e., as if 

the transactions were the result of an arm’s length negotiation between unrelated parties. In 

short, ADM promised investors that Nutrition’s performance, or the performance of any 

other business segment, would not be artificially boosted by special benefits or backroom 

deals that were not available to third parties. ADM’s internal policies adopted the same 

principles. 

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6. Contrary to ADM’s representations to investors and internal policies, in 

certain instances, Nutrition received special treatment. For fiscal year (“FY”) 2021 and FY 

2022, Luthar directed a series of “adjustments” to Nutrition’s intersegment transactions, 

including retroactive rebates and post hoc price changes, with the goal of making it appear 

that Nutrition was meeting its performance targets. Although Luthar disguised that goal 

using innocuous terms like “risk sharing” or other euphemisms, the adjustments, in 

practical effect, allowed Nutrition to: (a) rewrite its sales agreements after the fact; (b) grab 

revenue from other business segments that it was not entitled to; (c) shed expenses it had 

already incurred; and (d) pick better historical prices for sales that were already completed.  

7. Contrary to ADM’s representations to investors, the adjustments that Luthar 

directed and approved did not “approximate market” and were not the result of arm’s 

length negotiations. The retroactive rebates and price adjustments had no basis in 

contractual language, were not customarily available to ADM’s third-party customers, and 

were the product of ADM’s business segments working in concert to help Nutrition achieve 

its growth targets. Far from reflecting an arm’s length deal, Luthar’s adjustments were 

essentially one-sided transfers of operating profit to Nutrition with no tangible benefit to 

ADM’s other segments. In short, when financial circumstances made it difficult for 

Nutrition to meet its growth target, Luthar used ADM’s other business segments as 

Nutrition’s piggybank to close the shortfall, and misled investors into believing Nutrition’s 

growth was solely the result of its normal operations and market factors. 

8. Luthar’s adjustments also rendered ADM’s publicly filed periodic reports 

materially false and misleading. First, ADM’s annual and quarterly reports – including the 

FY 2022 reports that Luthar certified – represented to investors that ADM was recording 

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Nutrition’s intersegment transactions at prices “approximating market” – i.e., as if the 

transactions were conducted by two unrelated parties at arm’s length. That was false. 

Second, because of the fraudulent adjustments Luthar engineered, ADM’s FY 2021 and FY 

2022 periodic reports materially overstated Nutrition’s operating profit and operating profit 

growth. 

9. Luthar directly benefitted from the fraud. In 2022, he received a $130,000 

cash bonus based, in part, on Nutrition’s FY 2021 performance. And, in 2022 and 2023, 

Luthar sold over $1.8 million of his personal supply of ADM stock at prices inflated by 

Nutrition’s overstated performance. 

10. Meanwhile, investors were left bearing the losses. In January 2024, ADM 

publicly disclosed that: (a) it had started an internal investigation into accounting practices 

related to Nutrition’s intersegment transactions; (b) it had withdrawn Nutrition’s forward-

looking outlook; and (c) Luthar had been placed on administrative leave. The reaction to 

ADM’s disclosure was immediate: the next trading day, ADM’s share price fell by 24%. 

VIOLATIONS 

11. Through the conduct alleged in this Complaint, Luthar violated Securities Act 

of 1933 (“Securities Act”) Section 17(a) [15 U.S.C. § 77q(a)]; Securities Exchange Act of 

1934 (“Exchange Act”) Section 10(b) [15 U.S.C. § 78j(b)]; Exchange Act Rules 10b-5(a) 

through (c) [17 C.F.R. 240.10b-5(a)-(c)], and 13a-14 [17 C.F.R. 240.13a-14]; and Section 

304 of the Sarbanes-Oxley Act of 2002 (“SOX”) [15 U.S.C. § 7243(a)]. Luthar also aided 

and abetted ADM’s violations of Exchange Act Sections 10(b) [15 U.S.C. § 78j(b)], 13(a) 

[15 U.S.C. § 78m(a)], 13(b)(2)(A) [15 U.S.C. § 78m(b)(2)(A)], and 13(b)(2)(B) [15 U.S.C. § 

78m(b)(2)(A)]; and Exchange Act Rules 10b-5(b) [17 C.F.R. 240.10b-5(b)], 12b-20 [17 

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C.F.R. 240.12b-20], 13a-1 [17 C.F.R. 240.13a-1], 13a-11 [17 C.F.R. 240.13a-11], and 13a-13 

[17 C.F.R. 240.13a-13].  

12. Unless enjoined, Luthar is reasonably likely to engage in future violations of 

the federal securities laws. Among other relief, the SEC seeks entry of an Order: (a) 

permanently enjoining Luthar from further violations of the securities laws identified in this 

Complaint; (b) barring Luthar from serving as an officer or director of a public company; (c) 

requiring Luthar to pay civil monetary penalties; (d) requiring Luthar to disgorge his ill-

gotten gains with prejudgment interest; and (e) requiring Luthar to reimburse certain 

executive compensation pursuant to SOX 304. 

JURISDICTION AND VENUE 

13. The SEC brings this action under Securities Act Section 20(b) [15 U.S.C. § 

77t(b)], and Exchange Act Sections 21(d) and (e) [15 U.S.C. §§ 78u(d) and 78u(e)]. 

14. This Court has jurisdiction over this action pursuant to Section 22 of the 

Securities Act [15 U.S.C. § 77v] and Section 27 of the Exchange Act [15 U.S.C. § 78aa]. 

15. Venue is proper in this Court pursuant to Section 27 of the Exchange Act [15 

U.S.C. § 78aa]. ADM is headquartered in this District, Luthar resides in and conducted 

business in this District, and a significant portion of his conduct alleged in this Complaint 

took place in this District.  

16. Luthar directly and indirectly used the means and instruments of 

transportation and communication in interstate commerce in connection with the acts, 

practices, and courses of business alleged in this Complaint.  

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DEFENDANT 

17. Vikram Luthar, age 57, of Chicago, Illinois, was Nutrition’s CFO from 

January 2020 through April 2022. In April 2022, Luthar was promoted to CFO for all of 

ADM. Prior to his role as Nutrition’s CFO, Luthar held several other senior-level positions 

at ADM starting in 2004, including various positions in finance units and in strategy and 

investor relations. In January 2024, ADM placed Luthar on administrative leave following 

ADM’s internal investigation of the conduct alleged in this Complaint, and he later agreed 

to resign effective September 30, 2024. 

RELATED PARTIES 

18. Archer-Daniels-Midland Company is a Delaware corporation with its 

principal executive offices in Chicago, Illinois. ADM’s common stock is registered with the 

SEC pursuant to Section 12(b) of the Exchange Act and its stock trades on the New York 

Stock Exchange under the symbol “ADM.” 

FACTS 

I. Background of ADM and Its Critical Nutrition Business Segment 

19. ADM’s primary business is the sourcing, trading, and production of 

agricultural commodities (such as corn, wheat, and soybeans) and then either selling them 

or processing them into food ingredients and renewable fuels.  

20. Starting in or about 2014, ADM invested billions of dollars into bolstering its 

food processing business. ADM started this investment surge with an approximately $3 

billion acquisition of a European company specializing in the manufacture of natural flavors 

and other food ingredients.  

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 7 

21. ADM pursued this investment strategy because equity shares of food 

processing companies were trading at higher multiples than mature, commodity-based 

companies like ADM. In other words, ADM recognized that investors viewed food 

processing companies as having higher growth potential (and less volatile earnings) than 

ADM’s traditional, commodities-based business. ADM concluded that expanding its food 

processing business was the best strategy for growing its operating profit. 

22. In or about 2018, ADM merged its food processing operations to form its 

newest business segment: Nutrition. After a major reorganization in July 2019, ADM’s 

operations were split into three business segments: (1) Ag Services and Oilseeds (“AS&O”), 

(2) Carbohydrate Solutions (“CarbSol”), and (3) Nutrition. AS&O and CarbSol focused on 

ADM’s traditional commodities-based business. Nutrition focused on ADM’s newer, 

higher-growth food processing operations.  

23. Although Nutrition was ADM’s smallest business segment by gross annual 

revenue, at all times relevant to the Complaint, Luthar and other ADM executives: (a) 

routinely described Nutrition – both internally and to the investing public – as a key driver 

of ADM’s growth strategy; and (b) knew that Nutrition’s operating profit growth was a key 

metric evaluated by investors and prospective investors in ADM.  

24. From FY 2019 through FY 2022, ADM executives repeatedly told investors 

that ADM was projecting double-digit annual operating profit growth for Nutrition. For 

example, from January 2020 to July 2022, ADM executives told investors in earnings calls 

and other communications that Nutrition was projected to generate 15% to 20% annual 

growth in operating profit. In December 2021, ADM publicly issued a five-year growth plan 

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 8 

highlighting Nutrition’s operating profit target of $1.25 billion to $1.5 billion by 2025 (a 

projected average 15% to 20% compounded annual growth rate).  

25. Third-party investment analysts often highlighted to investors the importance 

of the Nutrition segment to ADM (and Nutrition’s significance to evaluating an investment 

in ADM). Analysts responded positively to ADM’s emphasis on Nutrition’s growth and 

profitability, regularly citing the segment’s importance in equity research reports. For 

example, a January 2021 analyst report issued by one of the largest investment banks in the 

United States stated that “the introduction of upbeat 2021 commentary around Nutrition 

growth should continue the drive towards a more balanced portfolio with less volatile 

earnings and cash flows, deserving of a higher multiple, in our view.”  

26. The Nutrition segment was so important to ADM and its investors that ADM 

developed executive compensation plans that were tied to Nutrition’s performance – even 

for executives who worked for ADM’s other business segments (i.e., AS&O and CarbSol). 

To incentivize management to bolster the Nutrition segment, Nutrition’s operating profit 

growth target was added as a performance metric in ADM’s 2020 and 2021 cash bonus and 

equity long-term incentive plans for eligible ADM employees, including Luthar and senior 

executives of CarbSol and AS&O.  

27. In practical effect, as of 2020, ADM’s compensation plans incentivized 

AS&O and CarbSol executives to assist Nutrition (even though they were not working for 

that segment). In addition, executives and other employees at AS&O and CarbSol widely 

understood that to be considered a “good corporate citizen” by senior management, they 

should at times be willing to assist Nutrition – even when that meant adversely affecting 

their own business segment.  

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 9 

28. As of 2020, Luthar knew that executives at CarbSol and AS&O were 

incentivized (and expected by senior ADM management) to help Nutrition, even if that help 

came at CarbSol’s and AS&O’s expense.  

II. GAAP and ADM’s Accounting Policy for Reporting Intersegment 
Transactions 
 

29. ADM’s three business segments routinely transacted with each other as part 

of their normal business operations. For example, Nutrition regularly bought agricultural 

commodities from AS&O and CarbSol which Nutrition then processed into food products 

for sale to external customers.  

30. Federal securities law required ADM to file various reports with the SEC, 

including annual reports (“Forms 10-K”), quarterly reports (“Forms 10-Q”), and current 

reports (“Forms 8-K”). ADM was required to include financial statements that comply with 

Generally Accepted Accounting Principles (“GAAP”) in its periodic reports.  

31. ADM identified three reportable business segments in its periodic reports 

starting in FY 2019: AS&O, CarbSol, and Nutrition. From FY 2019 onward, ADM 

disclosed in its periodic financial statements the revenue, operating profit, and assets of each 

segment. Further, ADM disclosed each segment’s operating profit growth in the 

management discussion and analysis section of its periodic reports.  

32. GAAP required ADM to include disclosures in the notes to its financial 

statements about intersegment transactions and segment performance. Specifically, 

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 

280, Segment Reporting (“ASC 280”) required ADM to disclose certain categories of financial 

information for each business segment, including Nutrition. Although ASC 280 did not 

require ADM to use a specific measurement principle for disclosing segment information, it 

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 10 

required ADM to provide: (a) “an explanation of the measurements of segment profit or loss 

and segment assets for each reportable segment”; and (b) “[t]he basis of accounting for any 

transactions between reportable segments.” 

33. ASC 280 serves to: (a) promote transparency, offering investors insights that 

may not be apparent from consolidated financial statements; (b) enhance investors’ ability to 

compare investment opportunities; and (c) provide sufficient information for investors to 

properly assess benefits and risks associated with their investment. In addition, accurate 

segment reporting allows analysts to value an investment where different business segments 

may have different valuation considerations. For example, some investors in ADM – and 

investment analysts covering ADM – viewed Nutrition as a “higher-multiple” segment and 

incorporated that premium into the overall valuation of ADM.  

34. Pursuant to ASC 280, ADM disclosed to investors in the notes to its financial 

statements the method it used to measure intersegment transactions, representing that 

“[i]ntersegment sales have been recorded at amounts approximating market.” ADM 

repeated this representation in each of its annual reports on Form 10-K for FY 2018 through 

FY 2022 and in each quarterly report on Form 10-Q in FY 2018 through FY 2022. 

35. ADM’s internal policies related to intersegment transactions identified the 

hallmarks of a market transaction (i.e., a transaction between a willing buyer and seller at 

arm’s length). Specifically, ADM’s global accounting policy governing intersegment 

transactions defined “arm’s length” as “a transaction in which [the parties] act 

independently as if they have no relationship to each other and treat the other as if they 

would a third party.” The definition further provided that the “concept of an arm’s length 

transaction is to ensure that both parties involved are acting in their own self-interest and 

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 11 

not granting favorable conditions or terms to the other party simply because both entities are 

part of the enterprise’s worldwide group of companies.”  

36. In FY 2021 and FY 2022, Luthar: (a) knew that Nutrition’s operating profit 

growth was an important metric for analysts, investors, and prospective investors in ADM; 

(b) knew that ADM’s annual and quarterly reports represented to investors that ADM 

reported intersegment sales “at amounts approximating market”; (c) understood ADM’s 

accounting policies related to intersegment transactions; (d) understood that intersegment 

transactions between Nutrition on the one hand and AS&O or CarbSol on the other hand 

were to be negotiated at “arm’s length”; and (e) understood that ADM’s definition of “arm’s 

length transaction” required ADM’s business segments to “act[] in their own self-interest 

and not grant[] favorable conditions or terms to the other party simply because both entities 

are part of the enterprise’s worldwide group of companies.”  

37. At all times relevant to this Complaint, Luthar knew – or recklessly or 

negligently disregarded – that the special treatment Nutrition received from AS&O and 

CarbSol (identified in paragraphs 52-102 below) was inconsistent with ADM’s disclosures to 

investors and its internal accounting policies. In other words, Luthar knew – or recklessly or 

negligently disregarded – that the special prices, rebates, or transaction terms that were not 

otherwise available to third parties resulted in false and misleading disclosures to ADM 

investors about Nutrition’s performance.  

III. Overview of ADM’s Fraudulent Shift of Operating Profit to Nutrition 

38. Although ADM touted Nutrition as a growth center and consistently 

provided investors with projections of 15% to 20% annual growth in Nutrition’s operating 

profit, Nutrition repeatedly encountered financial obstacles between FY 2019 and FY 2022. 

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As a result, during that period, Nutrition was, at certain times, in danger of missing the 

annual growth target that ADM communicated to investors.  

39. Pursuant to GAAP, ADM’s internal accounting policies, and its disclosures 

to investors, Luthar should have taken steps to ensure that: (a) ADM reported accurate 

financial results for Nutrition regardless of any financial difficulties it encountered; and (b) 

intersegment transactions involving Nutrition were recorded as ADM had promised to 

investors – as if the transactions resulted from arm’s length negotiations between unrelated 

parties (i.e., at prices “approximating market”).  

40. Instead, in certain instances, when Nutrition was falling short of its operating 

profit target, ADM and certain executives, including Luthar – acting knowingly, recklessly, 

or negligently – orchestrated a series of fraudulent adjustments to intersegment transactions 

designed to artificially boost Nutrition’s operating profit to the detriment of AS&O and 

CarbSol.  

41. Although the fraudulent adjustments varied in form, the pattern was 

consistent. In each instance, ADM executives, including Luthar: (a) recognized that 

Nutrition was falling short of its publicly-disclosed operating profit growth target in a given 

reporting period; (b) pressured ADM employees to revisit Nutrition’s intersegment 

transactions and find rebates or other retroactive adjustments that would inflate Nutrition’s 

reported operating profit; (c) set the amount of the adjustment based on the need to meet 

Nutrition’s operating profit target; (d) approved and certified financial statements either 

knowingly, recklessly, or negligently disregarding that the improper adjustments inflated 

Nutrition’s operating profit; and then (e) reported inflated Nutrition performance to 

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investors without disclosing the adjustments to intersegment sales that were inconsistent 

with market terms.  

42. These adjustments did not reflect arm’s length transactions between Nutrition 

and ADM’s other business segments (i.e., transactions at prices “approximating market”). 

Rather, the adjustments came in the form of one-sided transfers of operating profit to 

Nutrition on terms not provided to external customers.  

43. The fraudulent adjustments resulted in ADM overstating Nutrition’s 

operating profit and operating profit growth in its periodic reports filed with the SEC.  

44. In addition, the fraudulent adjustments rendered the disclosure in ADM’s 

annual and quarterly reports about how it priced intersegment transactions false and 

misleading, as the adjustments resulted in transactions inconsistent with ADM’s 

representation that intersegment transactions were recorded at amounts approximating 

market.  

45. ADM began fraudulently shifting operating profit to Nutrition from ADM’s 

other business segments before Luthar was appointed as Nutrition’s CFO and Luthar 

continued the practice after he joined the scheme. In FY 2019, ADM and certain of its 

executives – realizing that Nutrition was in danger of missing its performance target – 

engineered rebates that improperly shifted $4.7 million of operating profit from CarbSol to 

Nutrition. Those rebates were not the result of an arm’s length negotiation but rather were 

designed to assist Nutrition in meeting its FY 2019 performance goal. The rebates: (a) were 

not contemplated in the original contracts between Nutrition and CarbSol for the related 

intersegment sales; (b) were not generally made available to third-party customers; and (c) 

had no discernable benefit to CarbSol and resulted in CarbSol selling one of its products to 

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Nutrition for amounts below cost. On earnings calls for the third quarter and year-end FY 

2019, ADM executives reported Nutrition’s results but omitted any reference to the 

adjustment or its impact.  

46. Although he was not directly involved in the FY 2019 adjustment, starting in 

FY 2021, Luthar began engaging in fraud and employed the same improper practices ADM 

used in FY 2019.  

IV. Luthar Takes a Central Role in the Fraudulent Scheme to Artificially Boost 
Nutrition’s Performance 

 
47. In FY 2021 and FY 2022, Luthar orchestrated and approved the fraudulent 

shifting of operating profit to Nutrition from ADM’s other business segments to: (a) 

artificially bolster Nutrition’s performance; and (b) make it appear as if Nutrition was 

meeting the growth projections it had communicated to investors (or minimizing a shortfall 

from those projections). In addition to the other facts alleged herein, Luthar’s senior 

position, education, training, and experience reflect that he knew, or recklessly or 

negligently disregarded, that the post hoc adjustments to intersegment transactions rendered 

ADM’s disclosures false and misleading as they included terms not made available to third 

parties (and not obtained through arm’s length negotiation). 

48. Luthar earned a Master of Business Administration from the Wharton School 

of the University of Pennsylvania. Before joining ADM, Luthar spent nearly a decade in 

various treasury and regional finance leadership positions at one of the world’s largest 

automobile manufacturers. By FY 2021, Luthar had worked at ADM in a variety of senior-

level positions, including positions of increasing responsibility in its finance organization 

and Head of Investor Relations.  

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49. As of FY 2021 and through April 2022, Luthar was the CFO of Nutrition and 

had amassed extensive experience in ADM’s operations and financial policies. In that role, 

among other duties, Luthar was responsible for: (a) supervising Nutrition’s finance 

department; (b) reviewing ADM’s annual and quarterly reports with a focus on disclosures 

related to Nutrition; (c) ensuring that Nutrition complied with ADM’s internal policies 

related to financial disclosure; and (d) signing quarterly sub-certifications pursuant to SOX 

Section 302 on Nutrition’s behalf. 

50. In FY 2021 and FY 2022, Luthar understood ADM’s policies governing 

negotiating and recording intersegment transactions. He also was familiar with ADM’s 

disclosures to investors regarding the method for reporting intersegment transactions (i.e., 

that transactions would be recorded at prices “approximating market”). 

51. Despite his familiarity with ADM’s disclosures to investors – and despite 

knowing that intersegment transactions should be recorded as if they resulted from arm’s 

length negotiations between unrelated parties – in FY 2021 and FY 2022, Luthar engineered 

multiple fraudulent adjustments to intersegment transactions that: (a) were, in practical 

effect, gifts to Nutrition from ADM’s other segments; (b) were not negotiated at arm’s 

length; and (c) would not have been granted to ADM’s external customers. 

A. FY 2021: Luthar Orchestrates a Fraudulent, Retroactive “White Flake” 
“Rebate” from AS&O to Nutrition 

 
52. Nutrition faced an unanticipated obstacle in late 2020 that threatened its 

ability to meet its publicly disclosed 15% to 20% operating profit growth target for FY 2021.  

53. As part of its routine operations, Nutrition bought a processed soybean 

product called “white flake” from AS&O, which Nutrition then used to manufacture food 

products it sold to external customers. Nutrition agreed that it would pay AS&O for white 

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flake based, in part, on the market price for soybean meal (white flake’s main component). 

Nutrition and AS&O memorialized each purchase in a purchase order reflecting the then-

current market price for soybean meal.  

54. But, in the fourth quarter of 2020, the market price of soybean meal rose 

significantly, causing a corresponding increase in the price of white flake sold by AS&O to 

Nutrition. This substantial and unexpected increase in the price of white flake would have 

negatively affected Nutrition’s operating profit margin.  

55. Nutrition’s operating profit growth projection for FY 2021 did not anticipate 

the increase in market price for soybean meal. Rather, Nutrition’s financial projections for 

2021 used the August 2020 market price for soybean meal (prior to the market price 

increase). And, Nutrition already had entered into sales agreements with its customers 

based on pre-spike prices (meaning that Nutrition could not pass the added expense for 

white flake to its customers).  

56. By late 2020, Luthar knew that Nutrition was on track to miss its operating 

profit growth target for FY 2021 if it paid the market price for soybean meal to AS&O (as it 

had agreed). In the fourth quarter of 2020, Luthar notified ADM’s leadership about the 

spike in soybean meal’s market price and that the price increase would negatively affect 

Nutrition’s FY 2021 operating profit margin.  

57. Certain ADM executives suggested to Luthar that ADM act transparently 

and revise Nutrition’s FY 2021 growth forecast downward. In other words, those ADM 

executives proposed that Nutrition accurately disclose Nutrition’s financial situation: i.e., 

that market price increases in raw materials were adversely affecting Nutrition’s operating 

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profit and Nutrition would be unable to meet its publicly disclosed operating profit growth 

target for FY 2021.  

58. Instead, Luthar executed a plan to retroactively re-price the white flake 

transactions between Nutrition and AS&O to reflect the pre-spike August 2020 market price 

for soybean meal, which would: (a) improve Nutrition’s operating profit; and (b) allow 

Nutrition to achieve its initial FY 2021 operating profit growth forecast. 

59. As this plan took shape in late 2020, Luthar knew that AS&O executives were 

incentivized to be compliant partners rather than arm’s length negotiators. Nutrition’s 

President reminded Luthar that AS&O’s President was financially motivated to help 

Nutrition even though a transfer of operating profit would adversely affect AS&O. 

Nutrition’s President told Luthar that AS&O’s President “is willing to work with us on 

white flake too. We spoke privately last night and he is severely motivated by [ADM’s 

Performance Incentive Plan] and [Performance Share Units] to help us.”  

60. The adjustment that Luthar sought for Nutrition was not based on any 

contractual obligation or the economic realities of Nutrition’s white flake purchases. 

Instead, the amount of the adjustment was based entirely on Nutrition’s immediate need to 

reduce expenses and increase operating profit to meet its FY 2021 operating profit growth 

target.  

61. As Nutrition’s shortfall increased through the end of 2020 and beginning of 

2021, the size of the adjustment that Luthar sought increased to match. In December 2020, 

Nutrition forecasted that it would fall short of its FY 2021 operating profit goal by 

approximately $5 million, and Nutrition thus estimated the required adjustment as a $5 

million to $8 million operating profit transfer from AS&O to Nutrition. By the end of 

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January 2021, the negative impact on Nutrition’s FY 2021 operating profit had grown to 

more than $20 million. Luthar revised the size of the required adjustment accordingly.  

62. Although the planned adjustment more than doubled in size to $20 million, 

no arm’s length negotiations took place. For example, Nutrition was not asked to make any 

concessions in return for the additional funds. Nutrition, at Luthar’s direction, simply set 

the size of the adjustment and AS&O agreed. 

63. Only after agreeing on the size of the adjustment, did ADM executives, led by 

Luthar, focus on how they would justify it.  

64. Several potential justifications were suggested. Luthar initially advocated for 

Nutrition to receive a “volume discount” on white flake. But, some ADM finance 

executives expressed concern that ADM’s Controller would not approve such a discount 

because it would be applied retroactively and was not based on an existing contractual 

obligation.  

65. Nutrition’s finance personnel proposed an alternative adjustment that was 

more consistent with how AS&O treated external customers. The alternative proposal was 

called a “wash out contract.” This arrangement would have gradually compensated 

Nutrition in future reporting periods (over the course of FY 2021 and FY 2022). But, Luthar 

rejected that proposal because it would not solve Nutrition’s immediate problem (i.e., 

meeting its operating profit growth goal for FY 2021).  

66. After Luthar led a series of meetings in February and March 2021, Luthar, 

other Nutrition executives, and AS&O executives agreed to a “rebate” that would be paid 

by AS&O to Nutrition in four quarterly installments in FY 2021 in an amount that would: 

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(a) allow Nutrition to buy its FY 2021 white flake using the pre-spike August 2020 soybean 

meal price; and (b) allow Nutrition to meet its FY 2021 forecast.  

67. This rebate had the same practical effect as if Nutrition and AS&O had 

backdated their existing soybean meal purchase orders by five months to replace the actual 

market price (that the parties had previously agreed to) with a lower soybean meal price that 

existed just before the price spike. The rebate Luthar orchestrated effectively granted 

Nutrition a do-over, allowing it to lock in a lower historical soybean meal price so Nutrition 

would not have to bear the expense of the actual market-based price spike. This retroactive 

re-pricing arrangement was not available to AS&O’s third-party customers. 

68. Luthar knew that this retroactive rebate could raise suspicions. He 

encouraged others to characterize the rebate using language that disguised the goal of 

boosting Nutrition’s reported results. In March 2021, Nutrition’s President expressed 

concern to Luthar about calling the adjustment a “rebate.” Nutrition’s President told Luthar 

that it sounded like AS&O was giving Nutrition a “gift.” Luthar agreed and stated that he 

preferred a less suspicious term for the adjustment: “risk sharing.”  

69. Luthar and other ADM executives approved the fraudulent, retroactive white 

flake adjustment that inflated Nutrition’s operating profit by $20.7 million in FY 2021.  

70. In a July 2021 earnings call, ADM raised its publicly disclosed operating 

profit growth target for Nutrition for FY 2021 to 20%. It did not disclose the $20.7 million 

white flake adjustment. 

71. Luthar knew – or recklessly or negligently disregarded – that this retroactive 

white flake adjustment did not approximate market and had none of the indicia of an arm’s 

length transaction. For example, he knew or recklessly or negligently disregarded that: (a) 

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there was no written agreement to support a rebate or renegotiation of pricing in the event of 

unexpected increases in market prices (i.e., AS&O was providing this adjustment as a favor 

with no contractual obligation to do so); (b) such a post hoc price adjustment was not 

consistent with market terms in transactions between AS&O and third parties; (c) the 

amount of the adjustment was not determined by arm’s length negotiation, but rather was 

quantified based on Nutrition’s unilateral determination of how much money it needed to 

meet its operating profit growth goal; (d) AS&O received no benefit from the “rebate” 

(rather the “rebate” was designed solely to benefit Nutrition); (e) AS&O executives were 

encouraged and financially incentivized by ADM’s executive compensation plan to transfer 

operating profit to Nutrition at the expense of their own business segment; and (f) the 

adjustment was not designed to reach a price “approximating market” but rather was 

designed to allow Nutrition to avoid the impact of the market price for soybean meal.  

72. Based on Luthar’s fraudulent shifting of $20.7 million from AS&O to 

Nutrition, Nutrition was able to make it appear as if it had met its publicly announced 

operating profit growth target of 20% for FY 2021. Without the $20.7 million generated by 

Luthar’s retroactive white flake price adjustment, Nutrition’s annual operating profit growth 

would have fallen short of that publicly announced 20% growth target. 

73. In a January 2022 earnings call, ADM represented to investors that Nutrition 

had met its projected 20% operating growth target for FY 2021. Nutrition’s FY 2021 

operating profit growth, and the assertion that ADM had met its projections in that regard 

were material to investors. ADM’s representations were misleading because ADM did not 

disclose that Nutrition would not have met this target without Luthar orchestrating the 

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fraudulent shift of $20.7 million from AS&O to Nutrition through the retroactive white flake 

adjustment.   

B. FY 2022: Luthar Engineers the Fraudulent Transfer of Operating Profit from 
CarbSol and AS&O to Nutrition 

 
74. In April 2022, ADM promoted Luthar to CFO for the entire company. In that 

role, among other duties, Luthar was responsible for: (a) overseeing ADM’s finance and 

accounting operations; and (b) signing and certifying ADM’s publicly filed annual and 

quarterly reports. In addition, Luthar was appointed to ADM’s disclosure committee, which 

reviewed and approved ADM’s annual and quarterly reports. From his new position, 

Luthar continued to direct ADM employees to shift operating profit to Nutrition through 

post hoc adjustments to intersegment transactions. 

(1) Nutrition’s Operating Profit Lags and Luthar Instructs ADM Employees to 
Identify $10 to $20 Million in Adjustments to Benefit Nutrition 
 

75. In April and July 2022 earnings calls, Luthar assured investors that ADM was 

projecting an annual increase in Nutrition’s operating profit of 20%. 

76. But, starting in December 2021, before FY 2022 even began, Luthar 

expressed concern to AS&O’s CFO that Nutrition would not be able to hit its growth target 

for FY 2022 (which, at the time, was 15%) and asked him to find potential avenues for 

shifting operating profit from AS&O to Nutrition. 

77. In the Spring of 2022 – after Luthar first told investors that ADM was raising 

Nutrition’s operating profit growth estimate for FY 2022 from 15% to 20% – Luthar’s 

private concerns regarding Nutrition’s performance began to materialize. Beginning in May 

2022, Nutrition experienced global pricing pressure and operational issues that again 

threatened Nutrition’s ability to meet its annual growth projection.  

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78. In response, Luthar asked ADM employees to re-examine Nutrition’s 

intersegment transactions and find adjustments to fix Nutrition’s shortfall. Specifically, 

Luthar directed Nutrition’s President and other ADM employees to identify $10 million to 

$20 million in adjustments to increase Nutrition’s operating profit for FY 2022. Luthar did 

not select this amount based on the economic realities of Nutrition’s intersegment 

transactions. Rather, Luthar instructed ADM employees to identify $10 million to $20 

million in adjustments because that amount was needed to help Nutrition avoid falling short 

of its operating profit growth target. 

79. By July 2022, Nutrition’s financial problems had increased significantly. 

Nutrition’s President internally described the financial difficulties as “a disaster” and told 

Nutrition’s CFO that “[w]e need to stop the bleeding.”  

80. Luthar continued to pressure Nutrition’s President and others to “find some 

relief” for Nutrition (i.e., to transfer operating profit to Nutrition from AS&O and CarbSol). 

Luthar’s instructions were met with some pushback. According to Nutrition’s President, 

AS&O executives complained that Nutrition was “begging for money.” A few months later, 

after the AS&O president threatened that “the charitable bank is closed,” Nutrition’s 

President: (a) suggested to Luthar that Nutrition should “wear our numbers”; and (b) 

confided to AS&O’s and CarbSol’s Presidents that “in good conscience, you guys have both 

already done too much for us.” 

81. Despite any concerns, in August 2022, Nutrition’s President, following 

Luthar’s instruction, told Nutrition’s CFO to “push” the CFO of AS&O and CarbSol to 

complete the adjustments because Nutrition “need[s] this.” 

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82. As in FY 2021, Luthar knew that ADM’s other business segments ultimately 

would be willing partners rather than arm’s length negotiators. Based on discussions at an 

ADM executive committee meeting that he attended in late October 2022, Luthar knew that 

Nutrition’s fourth quarter performance was a “corporate priority” and that all of ADM’s 

business segments were incentivized to help Nutrition meet its growth target. 

(2) Luthar Misleads Investors About Nutrition’s Performance in an October 2022 
Earnings Call 
 

83. Despite knowing – or recklessly or negligently disregarding – that Nutrition 

was in danger of missing its growth target absent extraordinary adjustments to intersegment 

transactions, Luthar continued to tout Nutrition’s performance to investors. In an October 

25, 2022 earnings call with investors, Luthar represented that: (a) “the Nutrition business 

continued to outpace the industry with Q3 revenue growth of 10% on a reported basis and 

16% on a constant currency basis”; (b) “[t]hird quarter adjusted operating profit was similar 

to last year and 7% higher on a constant currency basis”; (c) [o]ur year-to-date performance 

remains very strong, including 20% revenue and 19% OP [operating profit] growth on a 

constant currency basis”; (d) “[l]ooking ahead, we expect the fourth quarter for Nutrition 

this year to be higher than the fourth quarter of 2021, with continued strong demand in 

Human Nutrition more than offsetting adverse currency effects”; and (e) “[w]e expect 

Nutrition’s full year OP growth to be between 15% and 20% on a constant currency basis.” 

84. During a question-and-answer segment on the October 2022 earnings call 

with investors, Luthar further represented that: (a) in FY 2021 Nutrition operating profit 

growth was 20%; and (b) “we continue to expect growth going forward to be in that 15-plus 

percent range.” 

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85. During the October 2022 earnings call, Luthar did not disclose: (a) the FY 

2021 white flake adjustment; or (b) that he had instructed ADM personnel to find up to $20 

million in adjustments to intersegment transactions to make it appear that Nutrition was 

meeting its FY 2022 growth goal. 

86. Luthar’s representations in the October 2022 earnings call identified in 

paragraphs 83-84 were materially false, and omitted material information which rendered 

the representations misleading. At the time he made those representations to investors, 

Luthar knew – or recklessly or negligently disregarded – that: (a) Nutrition was only able to 

meet its FY 2021 operating profit growth goal because of the fraudulent retroactive white 

flake rebate that he had engineered; (b) Nutrition was facing significant financial obstacles 

that threatened its ability to meet its FY 2022 operating profit growth target; and (c) Luthar 

was so concerned about Nutrition’s operating profit that he had instructed ADM employees 

to re-examine intersegment transactions and identify $10 million to $20 million in 

adjustments to try to remedy Nutrition’s operating profit shortfall. Luthar disclosed none of 

this to investors.  

87. Luthar’s false and misleading representations in the October 2022 earnings 

call were material. Reasonable investors making investment decisions related to ADM 

would find the information in paragraphs 83-86 important as part of the total mix of 

information available. 

(3) Luthar Pressures ADM Employees to Transfer Operating Profit to Nutrition 
from AS&O and CarbSol Through Two Fraudulent Adjustments 
 

88. In November 2022, the pressure on Nutrition further intensified when ADM’s 

Controller identified an inventory error that further reduced Nutrition’s operating profit by 

$21 million. 

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89. From August 2022 through December 2022, Nutrition executives, following 

Luthar’s instruction to revisit Nutrition’s intersegment transactions, worked with AS&O 

and CarbSol personnel to identify adjustments that would bolster Nutrition’s reported 

results. Ultimately, ADM personnel delivered on Luthar’s instructions by making two 

adjustments in December 2022 designed to shift operating profit from AS&O and CarbSol 

to Nutrition. 

90. The first fraudulent adjustment was a retroactive “rebate” on products 

CarbSol had sold to Nutrition earlier in the fiscal year. Nutrition premised this rebate on the 

fact that CarbSol had generated some additional revenue by selling a by-product created in 

the manufacture of products it had sold to Nutrition during the first and second quarters of 

the fiscal year. CarbSol voluntarily transferred $2.5 million of that additional by-product 

revenue to Nutrition in the form of a “rebate” even though CarbSol: (a) was not required by 

contract to share that revenue; and (b) did not transfer its by-product revenue to external 

customers under similar circumstances. 

91.  In September 2022, ADM’s Controller initially rejected such retroactive 

transfers, citing the lack of a contractual obligation.  

92. But Luthar kept pressuring ADM’s Controller to remedy Nutrition’s 

operating profit shortfall. In the wake of discovering the $21 million inventory error, ADM’s 

Controller informed her colleague that “I get the impression [Luthar] is pretty angry with 

me” and “I cant (sic) take many more angry calls I had been warning everyone about this.” 

93. Despite her previous concerns, just a month before the close of the fourth 

quarter, ADM’s Controller reversed course and ultimately approved a retroactive 

adjustment structured as a $2.5 million “rebate” from CarbSol to Nutrition. 

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94. The second fraudulent adjustment was to sales between Nutrition and AS&O. 

In August 2022, the two business segments began negotiating standardized prices for 

prospective sales of white flake. Although the price negotiations were for future sales, 

Nutrition executives acting at Luthar’s direction, with the agreement of AS&O executives 

and ADM’s Controller, retroactively adjusted sales transactions that already had been 

recognized in earlier quarters of FY 2022, applying certain beneficial pricing terms not 

finalized until 2023. AS&O agreed to retroactively re-price completed sales even though: (a) 

the white flake price agreement did not require it to do so; and (b) external customers were 

not given the same opportunity to retroactively re-price completed sales. 

95. This second retroactive adjustment increased Nutrition’s reported operating 

profit by $6.6 million for sales occurring in the first and second quarters of FY 2022, i.e., 

before the August 2022 price negotiations even began. 

96. The FY 2022 adjustments were not made on market terms and had none of 

the indicia of arm’s length transactions. For example, Luthar knew – or recklessly or 

negligently disregarded – that: (a) the adjustments were not based on an obligation 

stemming from any contractual language; (b) the adjustments were not consistent with 

terms ADM offered in market transactions with third parties; and (c) the adjustments were 

enacted solely based on the pre-determined financial objective of achieving Nutrition’s 

operating profit growth target (or minimizing any shortfall). 

97. As with FY 2021, the fraudulent operating profit shifting – overseen and 

implemented by Luthar – served its purpose. Although Nutrition still fell short of its 

announced operating profit projection for FY 2022, the $9.1 million of “rebates” that 

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Nutrition received from AS&O and CarbSol caused Nutrition’s operating profit to look 

higher than it was and made its growth projection “miss” appear smaller than it was.  

(4) Luthar Misleads Investors About Nutrition’s Performance in a January 2023 
Earnings Call 
 

98. Once again, Luthar misleadingly boasted about Nutrition’s performance to 

investors. In ADM’s January 2023 earnings call for FY 2022, Luthar represented to 

investors that: (a) “the Nutrition business continued its strong growth trajectory in 2022”; 

and (b) Nutrition “continued to outperform industry growth levels and delivered 11% higher 

profits for the full year on a constant currency basis.” On the earnings call, a research 

analyst asked Luthar about a “structural challenge within Nutrition.” In response, Luthar 

stated, “in terms of Q4, the issues that affected Q4, I’d say, are kind of a little more 

temporary” despite knowing that Nutrition’s reported performance was inflated by the 

fraudulent adjustments. 

99. The representations that Luthar made to investors in the January 2023 

earnings call in paragraph 98 were materially false and omitted material information which 

rendered the statements misleading. Luthar did not disclose the fraudulent adjustments from 

AS&O and CarbSol to Nutrition or their impact on Nutrition’s operating profit growth. 

100. Luthar’s false and misleading representations on the January 2023 earnings 

call were material. Reasonable investors making investment decisions related to ADM 

would find the information in paragraphs 98-99 important as part of the total mix of 

information available. 

 

 

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(5) Luthar Certifies ADM’s FY 2022 Form 10-K that Overstated Nutrition’s 
Operating Profit 
 

101. On February 14, 2023, after instructing ADM employees to “identify” rebates 

in intersegment transactions – and continually pressuring ADM employees to execute them 

– Luthar certified ADM’s FY 2022 Form 10-K pursuant to SOX Section 302 despite 

knowing, or being reckless or negligent in not knowing, that Nutrition’s reported operating 

profit and operating profit growth were overstated. 

102. In certifying ADM’s FY 2022 Form 10-K, Luthar either knew – or recklessly 

or negligently failed to verify – that the intersegment adjustments that were identified at his 

direction were not reached through arm’s length negotiation and did not reflect prices 

“approximating market.” Any reasonable examination of the adjustments described in 

paragraphs 89-96 above would have revealed that Nutrition’s retroactive “rebate” from 

CarbSol and post hoc repricing of white flake were not consistent with market terms, were 

not the result of arm’s length negotiations, and were intended solely to inflate Nutrition’s 

performance so that it could attempt to meet the growth target that Luthar and other ADM 

executives had provided to investors.  

V. Luthar’s Misconduct Results in Material Misstatements in ADM’s Periodic 
Reports 
 

103. The fraudulent, non-market-based operating profit transfers to Nutrition from 

ADM’s other business segments – described in paragraphs 52-97 – rendered ADM’s publicly 

available periodic reports in FY 2021 and FY 2022 materially false and misleading in 

several respects.  

104. First, pursuant to ASC 280 – in the notes to its financial statements in ADM’s 

Forms 10-K for FY 2021 and FY 2022, and in each Form 10-Q ADM filed for FY 2021 – 

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ADM disclosed the method it used to measure intersegment transactions, representing that 

“[i]ntersegment sales have been recorded at amounts approximating market.” Those 

representations were false and misleading, and omitted material information. In reality, as 

described in paragraphs 52-97, Luthar artificially boosted Nutrition’s operating profit by 

engineering retroactive rebates and price adjustments that: (a) were not negotiated at arm’s 

length; (b) were not available to Nutrition’s external customers; (c) were not based on a 

contractual obligation; and (d) were designed solely to benefit Nutrition and to make it 

appear as if Nutrition was meeting its growth targets (or minimizing any shortfall). 

105. Second, Nutrition’s operating profit was materially overstated in ADM’s: (a) 

Forms 10-Q for each quarter of FY 2021; (b) Forms 8-K announcing quarterly results in FY 

2021; (c) Forms 10-K for FY 2021 and FY 2022; and (d) Forms 8-K announcing fourth 

quarter and annual results for FY 2021 and FY 2022.  

106. Third, because of the overstatement of Nutrition’s operating profit, ADM’s 

disclosures of Nutrition’s operating profit growth – a critical metric for investors – were 

materially false and misleading.  

107. For FY 2021, without Luthar’s fraudulent, retroactive adjustment to 

Nutrition’s white flake purchases, Nutrition would have missed its publicly disclosed 20% 

target for operating profit growth for the fiscal year. Nutrition’s actual annual operating 

profit growth without the fraudulent adjustments identified in paragraphs 52-73 would have 

been 17%, rather than the 20% operating profit growth that: (a) was reported in ADM’s FY 

2021 Form 10-K and Form 8-K announcing FY 2021 fourth quarter and year-end earnings; 

and (b) had been forecasted and publicly touted by ADM in earnings calls on July 27, 2021, 

October 26, 2021, and January 25, 2022.  

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108. For FY 2022, without the fraudulent adjustments identified in paragraphs 89-

97, Nutrition’s actual operating profit growth would have been 5%, rather than the 7% 

disclosed in ADM’s FY 2022 Form 10-K. 

109. The misrepresentations identified in paragraphs 103-108 were material 

because a reasonable investor would want to know that: (a) contrary to its representations to 

investors, certain intersegment transactions for Nutrition were not recorded at prices 

“approximating market”; (b) ADM and Luthar had made non-market based adjustments to 

boost Nutrition’s performance and push it closer to or above ADM’s projections for 

Nutrition’s operating profit growth; (c) the adjustments took the form of retroactive rebates 

and price adjustments that were not negotiated at arm’s length and were on terms that were 

not available to ADM’s external customers; (d) as a result of the fraudulent adjustments, 

Nutrition’s operating profit was overstated; (e) for FY 2021, contrary to the disclosures in 

ADM’s Form 10-K (and Form 8-K announcing fourth quarter and annual earnings), 

Nutrition had, in reality, fallen short of its publicly disclosed target for operating profit 

growth; and (f) for FY 2022, Nutrition’s operating profit growth was lower than disclosed in 

its Form 10-K. 

110. In addition, the misrepresentations in paragraphs 103-108 were material 

because: (a) the misstatements concerned a business segment – Nutrition – that ADM had 

identified as playing a significant role in ADM’s growth prospects; (b) at least some analysts 

and institutional investors separately analyzed Nutrition when evaluating an investment and 

assigned Nutrition a higher earnings multiple than ADM’s other segments in their 

investment analysis; (c) the misstatements were the result of an intentional shifting of 

operating profit by Luthar and other ADM executives to Nutrition from ADM’s other 

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business segments; (d) the misstatements in FY 2021 hid Nutrition’s failure to meet 

operating profit growth targets that ADM had shared with investors; and (e) in the case of 

the FY 2021 adjustments, the misstatements affected executive compensation for certain 

executives, including Luthar, because it gave the appearance that Nutrition had met a profit 

growth target that was one of the metrics ADM weighed when evaluating those executives’ 

individual performance for purposes of awarding a cash bonus.  

VI. ADM’s Securities Offerings During FY 2021 and FY 2022 

111. ADM filed Form S-3 registration statements on August 4, 2017, and July 31, 

2020. ADM sold notes to investors pursuant to these registration statements in September 

2021, February 2022, and March 2023. These registration statements incorporated the 

misstatements discussed in paragraphs 103-108.  

VII. Luthar Obtained a Financial Benefit from His Fraudulent Conduct 

112. Luthar received a personal financial benefit from his fraudulent conduct in the 

form of: (a) a $130,000 cash bonus ADM paid him in or around February 2022 based, in 

part, on Nutrition’s FY 2021 performance; and (b) his sales of personally held shares of 

ADM stock, cumulatively for more than $1.8 million, at prices inflated by the artificial 

boosting of Nutrition’s operating profit.  

113. As described in paragraphs 52-73, Luthar’s engineering of the fraudulent 

$20.7 million transfer from AS&O to Nutrition allowed Nutrition to meet its operating 

profit goal for FY 2021. That artificial boost to Nutrition’s operating profit, therefore, 

helped Luthar meet one of the performance metrics for his individual cash bonus for FY 

2021. Without the $20.7 million transfer, Nutrition would not have reached its operating 

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profit growth goal, and Luthar, therefore, would not have met one of the performance 

metrics which was one of the bases of his individual cash bonus for FY 2021.  

114. In or around February 2022, ADM paid Luthar an individual performance 

bonus of $130,000 that was tied, in part, to Nutrition meeting its operating profit goal for 

FY 2021.  

115. In addition to his cash bonus, Luthar benefitted from his fraud by selling 

personally held ADM shares, cumulatively for more than $1.8 million, during the period 

when ADM’s share price was inflated by the fraudulent transfer of operating profit to 

Nutrition from ADM’s other business segments (i.e., the period before ADM’s January 21, 

2024 public announcement – described in paragraph 121 below – that it had placed Luthar 

on leave and had launched an internal investigation into accounting practices related to 

certain intersegment transactions involving Nutrition).  

116. As described in paragraph 122 below, after ADM’s January 21, 2024 

announcement of its internal investigation and Luthar’s suspension, ADM’s stock price fell 

by 24% on the next trading day.  

117. Before Luthar’s and ADM’s fraud came to light – and before the resulting 

drop in ADM’s share price – Luthar sold shares of ADM stock into the public market.  

118. Specifically, between June 2022 and February 2023, Luthar executed the 

following sales of his personal ADM shares for total proceeds of over $1.8 million. In doing 

so, Luthar benefitted from ADM share prices that were inflated by the fraudulent shifting of 

operating profit from ADM’s other business segments to Nutrition: 

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Stock Sales by Luthar During the Fraud 

Sale Date Number of 
Shares Sold 

 

Sale Price Total Proceeds 

6/7/2022 7,500 $89.59 per share $671,925 

2/13/2023 14,750 $82.09 per share $1,210,828 

TOTAL:   $1,882,753 

 

VIII. The Fraudulent Shift of Operating Profit to Nutrition Is Exposed and Luthar 
Resigns 
 

119. Details of ADM’s and Luthar’s fraud started coming to light in January 2024.  

120. In June 2023, ADM became aware of an investigation by the SEC. Shortly 

thereafter, ADM started an internal investigation into intersegment transactions involving 

the Nutrition segment. 

121. In January 2024, ADM publicly announced that it was: (a) investigating 

“certain accounting practices and procedures with respect to ADM’s Nutrition reporting 

segment, including as related to certain intersegment transactions … in response to [ADM’s] 

receipt of a voluntary document request by the [SEC]”; (b) withdrawing Nutrition’s 

forward-looking outlook; (c) delaying its earnings release relating to its fourth quarter and 

full year 2023 financial results, as well as the filing of its FY 2023 Form 10-K; and (d) 

placing Luthar on administrative leave, effective immediately.  

122. On January 22, 2024 – the first trading day after ADM’s announcement – 

ADM’s stock price fell 24%.  

123. In addition, in the wake of ADM’s January 2024 announcement, two 

institutional investors with significant, long-term stakes in ADM sharply reduced their 

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investments. One of them sold its entire position in ADM following the announcement, 

citing a “crisis in confidence” and the inability to trust ADM’s financial reporting. 

124. Further, after ADM’s January 2024 announcement, several analysts lowered 

their ratings and/or price target for ADM, citing uncertainty surrounding the Nutrition 

segment. For example, on January 21, 2024, one analyst reacting to the announcement 

lowered its target price for ADM, stating that “shares will be pressured as announcements 

imply lowered profit baseline for Nutrition – which is key valuation driver – and create 

management credibility concerns.” On January 22, 2024, a large analyst firm reacting to the 

announcement lowered its target price for ADM by almost 15% and lowered its “Capital 

Allocation Rating” for ADM from “Exemplary” to “Standard.” In reducing its rating, the 

analyst noted that “[o]ur Exemplary rating had been rooted in our view that ADM's 

acquisitions that created the nutrition business have been value accretive… However, in the 

absence of reliable financial statements, we are unable to tell if the acquisitions have created 

value.” 

125. ADM’s internal investigation ultimately concluded that various intersegment 

transactions – including the fraudulent adjustments described in paragraphs 52-97 above – 

were recorded at amounts that did not approximate market.  

126. On November 18, 2024, ADM filed an amended FY 2023 Form 10-K that 

restated its consolidated financial statements for FY 2021 through FY 2023 and restated 

segment operating profit for FY 2018 through FY 2023. 

127. The restatement included the reversal of the fraudulent adjustments identified 

in paragraphs 52-97 above. ADM further disclosed in its restated FY 2023 Form 10-K a 

“material weakness in the Company’s internal control over financial reporting related to its 

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accounting practices and procedures for intersegment sales. The material weakness resulted 

from inadequate controls that allowed for certain intersegment sales to be reported at 

amounts not approximating market.”   

128. At the close of trading on November 18, 2024, the day ADM filed the 

amended FY 2023 Form 10-K, ADM’s share price remained over 23% lower than on 

January 19, 2024 (the last trading day before ADM disclosed that it was investigating its 

accounting practices with respect to ADM’s Nutrition segment, including those related to 

certain intersegment transactions). 

COUNT I 

Violations of Section 10(b) of the Exchange Act [15 U.S.C. §78j(b)] and  
Rule 10b-5(a) through (c) [17 C.F.R. 240.10b-5] thereunder  

 
129. Paragraphs 52-111 are realleged and incorporated by reference. 

130. As more fully described in paragraphs 52-111, Luthar, directly or indirectly, 

singly or in concert with others, by use of the means or instrumentalities of interstate 

commerce, or by the use of the mails, or of the facilities of a national securities exchange, in 

connection with the purchase or sale of securities, knowingly or recklessly, has: (a) 

employed devices, schemes and artifices to defraud; (b) made untrue statements of material 

facts and omitted to state material facts necessary in order to make statements made, in the 

light of the circumstances under which they were made, not misleading; and (c) engaged in 

acts, practices and courses of business which operated or would have operated as a fraud or 

deceit upon purchasers of securities and upon other persons.  

131. As described in more detail in paragraphs 52-111, Luthar acted with scienter 

in that he knowingly or recklessly made the material misrepresentations and omissions and 

engaged in the fraudulent conduct identified above. 

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132. By reason of the foregoing, Luthar violated Section 10(b) of the Exchange Act 

[15 U.S.C. § 78j(b)] and Rule 10b-5(a) through (c) thereunder [17 C.F.R. 240.10b-5].  

COUNT II 

Violations of Section 17(a)(1) of the Securities Act [15 U.S.C. § 77q(a)(1)]  

133. Paragraphs 52-111 are realleged and incorporated by reference as though fully 

set forth herein. 

134. By engaging in the conduct described in paragraphs 52-111, Luthar, directly 

or indirectly, in the offer and sale of securities, by the use of the means and instruments of 

interstate commerce, has employed devices, schemes and artifices to defraud. 

135. In engaging in the conduct described herein, Luthar acted knowingly or 

recklessly. 

136. By reason of the foregoing, Luthar has violated Section 17(a)(1) of the 

Securities Act [15 U.S.C. § 77q(a)(1)]. 

COUNT III 

Violations of Section 17(a)(2) of the Securities Act [15 U.S.C. § 77(q)(a)(2)] 

137. Paragraphs 83-87, 98-118 are realleged and incorporated by reference. 

138. By engaging in the conduct described in paragraphs 83-87, 98-118, Luthar, in 

the offer and sale of securities, by the use of the means and instruments of interstate 

commerce, directly or indirectly, obtained money or property by means of untrue statements 

of material fact or by omitting to state material facts necessary in order to make the 

statements made, in light of the circumstances under which they were made, not 

misleading.  

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139. Luthar acted knowingly, recklessly, or at least negligently in relation to the 

false and misleading statements and omissions identified in paragraphs 83-87, 98-110 above.   

140. By reason of the foregoing, Luthar violated Section 17(a)(2) of the Securities 

Act [15 U.S.C. § 77q(a)(2)]. 

COUNT IV 

Violations of Section 17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)] 

141. Paragraphs 52-111 are realleged and incorporated by reference. 

142. By engaging in the conduct described in paragraphs 52-111, Luthar, in the 

offer and sale of securities, by the use of the means and instruments of interstate commerce, 

directly or indirectly, engaged in transactions, practices, or courses of business which 

operated as a fraud or deceit upon the purchaser of securities. 

143. Luthar acted knowingly, recklessly, or at least negligently in engaging in the 

conduct identified in paragraphs 52-111.   

144. By reason of the foregoing, Luthar violated Section 17(a)(3) of the Securities 

Act [15 U.S.C. § 77q(a)(3)]. 

COUNT V 

Aiding and Abetting ADM’s Violations of Section 10(b) of the Exchange Act [15 U.S.C. 
§78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. 240.10b-5(b)]  

 
145. Paragraphs 52-111 are realleged and incorporated by reference. 

146. As more fully described in paragraphs 73, 83-87, 98-111, ADM directly or 

indirectly, in connection with the purchase or sale of securities, by the use of the means or 

instrumentalities of interstate commerce or of the mails, acting knowingly, or recklessly, 

made untrue statements of material fact and omitted to state material facts necessary in 

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order to make statements made, in the light of the circumstances under which they were 

made, not misleading.  

147. As described in more detail in paragraphs 52-111, pursuant to Section 20(e) of 

the Exchange Act [15 U.S.C. § 78t(e)], Luthar knowingly or recklessly provided substantial 

assistance to ADM in its violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and 

Rule 10b-5(b) thereunder [17 C.F.R. 240.10b-5(b)]. 

COUNT VI 

Aiding and Abetting ADM’s Violations of Section 13(a) of the Exchange Act [15 U.S.C. 
§ 78m(a)] and Rules 12b-20 [17 C.F.R. 240.12b-20], 13a-1 [17 C.F.R. 240.13a-1], 13a-11 

[17 C.F.R. 240.13a-11] and 13a-13 [17 C.F.R. 240.13a-13] thereunder 
 

148. Paragraphs 52-111 are realleged and incorporated by reference. 

149. Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 13a-1, 13a-

11, and 13a-13 thereunder [17 C.F.R. 240.13a-1, 240.13a-11, and 240.13a-13] respectively 

require issuers of registered securities to file with the SEC materially accurate annual reports 

(on Form 10-K), current reports (on Form 8-K), and quarterly reports (on Form 10-Q). 

Exchange Act Rule 12b-20 [17 C.F.R. 240.12b20] provides that, in addition to the 

information expressly required to be included in a statement or report, there shall be added 

such further material information, if any, as may be necessary to make the required 

statements, in light of the circumstances under which they were made, not misleading. 

150. As more fully described in paragraphs 103-108, ADM, as an issuer of a 

security registered pursuant to Exchange Act Section 12 [15 U.S.C. § 78l], filed annual 

reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, 

that each contained materially false or misleading statements and/or material omissions 

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that rendered the statements made in these filings, in light of the circumstances under which 

they were made, misleading. 

151. As described in more detail in paragraphs 52-111, pursuant to Section 20(e) of 

the Exchange Act [15 U.S.C. § 78t(e)], Luthar knowingly or recklessly provided substantial 

assistance to ADM in its violations of Exchange Act Section 13(a) [15 U.S.C. § 78m(a)] and 

Rules 12b-20 [17 C.F.R. 240.12b-20], 13a-1 [17 C.F.R. 240.13a-1], 13a-11 [17 C.F.R. 

240.13a-11] and 13a-13 [17 C.F.R. 240.13a-13] thereunder.  

COUNT VII 

Aiding and Abetting ADM’s Violations of Exchange Act Section 13(b)(2)(A)  
[15 U.S.C § 78m(b)(2)(A)] 

 
152. Paragraphs 52-111 are realleged and incorporated by reference. 

153. Exchange Act Section 13(b)(2)(A) requires an issuer such as ADM to make 

and keep books, records, and accounts which, in reasonable detail, accurately and fairly 

reflect transactions of the issuer. 

154. As more fully described in paragraphs 52-111, by failing to make or keep 

books, records and accounts that in reasonable detail accurately and fairly reflected 

transactions of the issuer, ADM violated Exchange Act Section 13(b)(2)(A) [15 U.S.C. § 

78m(b)(2)(A)]. 

155. As described in more detail in paragraphs 52-111, pursuant to Exchange Act 

Section 20(e) [15 U.S.C. § 78t(e)], Luthar knowingly or recklessly provided substantial 

assistance to ADM in its violations of Exchange Act Section 13(b)(2)(A) [15 U.S.C. § 

78m(b)(2)(A)].  

 

 

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COUNT VIII 

Aiding and Abetting ADM’s Violations of Exchange Act Section 13(b)(2)(B)  
[15 U.S.C. § 78m(b)(2)(A)] 

 
156. Paragraphs 52-111, and 127 are realleged and incorporated by reference. 

157. Exchange Act Section 13(b)(2)(B) requires an issuer such as ADM to devise 

and maintain a system of internal accounting controls sufficient to provide reasonable 

assurances that its financial statements are prepared in conformity with GAAP or any other 

criteria applicable to those statements. 

158. As more fully described in paragraphs 52-111, and 127, by failing to devise 

and maintain a system of internal accounting controls sufficient to provide reasonable 

assurances that its financial statements were prepared in conformity with GAAP or any 

other criteria applicable to those statements, ADM violated Exchange Act Section 

13(b)(2)(B) [15 U.S.C. § 78m(b)(2)(A)]. 

159. As described in more detail in paragraphs 52-111, pursuant to Exchange Act 

Section 20(e) [15 U.S.C. § 78t(e)], Luthar knowingly or recklessly provided substantial 

assistance to ADM in its violations of Exchange Act Section 13(b)(2)(B) [15 U.S.C. § 

78m(b)(2)(B)]. 

COUNT IX 

Violations of Exchange Act Rule 13a-14 thereunder [17 C.F.R. 240.13a-14] 

160. Paragraphs 101-102 are realleged and incorporated by reference.  

161. Exchange Act Rule 13a-14 required Luthar to include a certification of 

ADM’s FY 2022 Form 10-K in the form required by 18 U.S.C. § 1350.  

162. As more fully described in paragraphs 101-102 above, Luthar signed the 

certification for ADM’s FY 2022 Form 10-K and certified that it did not contain any untrue 

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statement of material fact or omit to state a material fact necessary to make the statements 

made not misleading.  

163. Luthar violated Rule 13a-14 [17 C.F.R. 240.13a-14] when he signed the 

certification for ADM’s FY 2022 Form 10-K that, among other things, failed to disclose (a) 

the fraudulent adjustments from AS&O and CarbSol to Nutrition or (b) their impact on 

Nutrition’s operating profit growth.  

164. By reason of the foregoing, Luthar violated Exchange Act Rule 13a-14 [17 

C.F.R. 240.13a-14]. 

COUNT X 

Failure to Reimburse Violations of SOX Section 304 [15 U.S.C. § 7243] 
 

165. Paragraph 30 is realleged and incorporated by reference. 

166. As more fully described in paragraph 30, ADM was required to prepare a FY 

2022 Form 10-K in compliance with its financial reporting requirements under the federal 

securities laws.  

167. SOX Section 304(a) requires, among other things, the CFO of any issuer 

required to prepare an accounting restatement due to material noncompliance with financial 

reporting requirements under the securities laws as a result of misconduct to reimburse the 

issuer for any bonuses, incentive-based or equity-based compensation, or profits from sales 

of the issuer’s securities received by that person during the 12-month period following the 

first public issuance or filing with the SEC of the misstated document. 

168. Because ADM’s Form 10-K for FY 2022 was in material noncompliance, 

Luthar – who signed and certified ADM’s FY 2022 Form 10-K as ADM’s CFO – is 

required to reimburse ADM for: (a) any bonus or other incentive-based or equity-based 

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compensation he received in the 12-month period following ADM’s filing of its FY 2022 

Form 10-K, and (b) any profits related from any sales of ADM shares in the 12-month 

period following ADM’s filing of its FY 2022 Form 10-K.  

169. Luthar has not reimbursed ADM for compensation that he received in the 12-

month period following ADM’s filing of its FY 2022 Form 10-K.  

170. The SEC has not exempted Luthar, pursuant to SOX Section 304(b) [15 

U.S.C. § 7243(b)], from the application of SOX Section 304(a) [15 U.S.C. § 7243(a)]. 

171. By reason of the foregoing, Luthar violated Section 304 of SOX [15 U.S.C. § 

7243].  

RELIEF REQUESTED 

 WHEREFORE, the SEC respectfully requests that this Court: 

I.  

 Enter an Order of Permanent Injunction restraining and enjoining Luthar, his 

officers, agents, servants, employees, attorneys and those persons in active concert or 

participation with him who receive actual notice of the Order, by personal service or 

otherwise, and each of them from, directly or indirectly, engaging in the transactions, acts, 

practices or courses of business described above, or in conduct of similar purport and object, 

in violation of Securities Act Section 17(a) [15 U.S.C. § 77q(a)]; Exchange Act Section 10(b) 

[15 U.S.C. § 78j(b)]; Exchange Act Rule 10b-5(a)-(c) [17 C.F.R. 240.10b-5(a)-(c)], and 

Exchange Act Rule 13a-14 [17 C.F.R. 240.13a-14].  

II. 

 Enter an Order of Permanent Injunction restraining and enjoining Luthar, his 

officers, agents, servants, employees, attorneys and those persons in active concert or 

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participation with him who receive actual notice of the Order, by personal service or 

otherwise, and each of them from, directly or indirectly, engaging in the transactions, acts, 

practices or courses of business described above, or in conduct of similar purport and object, 

aiding and abetting violations of Exchange Act Sections 13(a) [15 U.S.C. § 78m(a)], 

13(b)(2)(A) [15 U.S.C. § 78m(b)(2)(A)], and 13(b)(2)(B) [15 U.S.C. § 78m(b)(2)(A)]; and 

Exchange Act Rules 12b-20 [17 C.F.R. 240.12b-20], 13a-1 [17 C.F.R. 240.13a-1], 13a-11 [17 

C.F.R. 240.13a-11], and 13a-13 [17 C.F.R. 240.13a-13] thereunder.  

III. 

Issue an Order requiring Luthar to disgorge any ill-gotten gains received based on the 

violations alleged in this Complaint, including prejudgment interest, pursuant to Exchange 

Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), (d)(5), and (d)(7)]. 

IV. 

Issue an Order requiring Luthar to pay civil penalties pursuant to Section 20(d) of the 

Securities Act [15 U.S.C. § 77t(d)], and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 

78u(d)(3)]. 

V. 

Issue an Order pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] 

and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)], prohibiting Luthar from 

acting as an officer or director of any issuer that has a class of securities registered pursuant 

to Section 12 of the Exchange Act (15 U.S.C. § 78l) or that is required to file reports 

pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)]. 

 

 

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VI. 

 Issue an Order pursuant to SOX Section 304 [15 U.S.C. § 7243(a)] requiring Luthar 

to reimburse ADM for any bonus or other incentive-based or equity-based compensation he 

received in the 12-month period following ADM’s filing of its FY 2022 Form 10-K. 

VII. 

 Grant such other relief as this Court deems appropriate. 

JURY DEMAND 

 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the SEC hereby requests 

a trial by jury.  

 

 

Dated: January 27, 2026 Respectfully submitted,  
 
By: /s/ Timothy S. Leiman 
UNITED STATES SECURITIES 
AND EXCHANGE COMMISSION 
 
Timothy Leiman ([email protected]) 
Timothy J. Stockwell ([email protected])  
Ashley E. Dalmau Holmes ([email protected]) 
Arefa Patel ([email protected]) 
175 W. Jackson Blvd., Suite 1450 
Chicago, Illinois 60604 
Phone:  (312) 353-3790 
Facsimile:  (312) 353-7398 

 
  
  

 

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mailto:[email protected]