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CORRESP
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CORRESP

 77 West Wacker Drive

Suite 4600

Chicago, Illinois 60601

312-634-8100

 June 12, 2024

 By EDGAR Submission

U.S. Securities and Exchange Commission

 Division of Corporation Finance

Office of Manufacturing

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Mindy Hooker and Kevin Stertzel

Re:
 Archer-Daniels-Midland Co

 
 Form 10-K for the Year Ended December 31, 2023

 
 Form 8-K Filed March 12, 2024

 
 File No. 001-00044

Dear Ms. Hooker and Mr. Stertzel:

 Archer-Daniels-Midland Company (the
“Company” or “we”) is pleased to submit the following response to the comments of the Commission Staff (“Staff”) as set forth in your letter to the Company dated May 22, 2024, regarding the
Company’s Form 10-K for the fiscal year ended December 31, 2023 (the “10-K”), filed on March 12, 2024, and Form
8-K filed on the same day. For convenience, each of the Staff’s comments is set forth herein, followed by the Company’s response in bold.

Form 10-K for the Year Ended December 31, 2023

Non-GAAP Financial Measures, page 42

1.
 Comment: Please quantify the components of the adjustment “asset impairment, restructuring and
net settlement contingencies” and describe the nature of each material component. For each material component as well as the adjustment for “railroad maintenance”, please tell us your consideration of Item 10(e)(1)(ii)(B) of
Regulation S-K and Question 100.01 of the SEC’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures in determining the costs do not
represent normal, recurring operating costs.

 Response: In the 10-K, the
Company reported “Asset impairment, restructuring, and net settlement contingencies (net of taxes)” on page 42 in the reconciliation of net earnings to adjusted net earnings and diluted EPS to adjusted EPS, and “Asset impairment,
restructuring, and net settlement contingencies” on page 43 in the reconciliation of net earnings to adjusted EBITDA. The components of these adjustments are described and quantified in the table below:

2023

2022

 Description

 

In
millions

Per
Share

In
millions

Per
Share

Impairment – PPE, long lived assets, exit of businesses, and recovery on assets impacted by Ukraine war (net of tax
of $43M in 2023 and $14M in 2022)

$261

$0.48

$63

$0.11

Restructuring – Severance (net of tax of $7M in 2023 and $8M in 2022)

26

0.05

21

0.04

Settlement – Contingencies for non-routine matters (net of tax of $7M in
2023 and $11M in 2022)

23

0.04

31

0.06

Total 

$310

$0.57

$115

$0.21

 Consistent with the guidance set forth in Question 100.01 of the SEC’s Non-GAAP Compliance and Disclosure Interpretations, the adjustment items in the table above were not viewed as normal, recurring, operating expenses necessary to operate our business, or indicative of underlying
business performance. These adjustment items are discrete and separate adjustments, outside of the ordinary course of our continuing operations. We deemed the adjustment items necessary to provide additional information about the
Company’s operations, allowing for better evaluation of our underlying business performance and better period-to-period comparability. Presentation of
these adjustments also enables investors to view our business’ performance in the same manner as it is viewed by the Company. Further, as per Question 102.03 of the SEC’s
Non-GAAP Compliance and Disclosure Interpretations, we do not describe such excluded costs as non-recurring, infrequent or unusual, and, therefore, do not view any of
these adjustments as violating the prohibition in Item 10(e)(1)(ii)(B) of Regulation S-K.

 On page
43 of the 10-K, there is an adjustment for “Railroad maintenance expense.” This item has been included in the reconciliation of net earnings to adjusted EBITDA because this expense is directly
associated with 45G tax credits recorded as a benefit to the “Income tax expense” financial statement caption. Failure to exclude this expense would not provide for a proper reconciliation of net earnings to adjusted EBITDA, as the sole
purpose of this expense was to realize the income tax credit, which by definition is excluded from EBITDA and adjusted EBITDA. As such, the adjustment for “Railroad maintenance expense” is consistent with the guidance in Question 100.01 of
the SEC’s Non-GAAP Compliance and Disclosure Interpretations.

2.
 Comment: We note your presentation of segment operating profit, adjusted segment operating
profit and segment adjusted EBITDA, which all appear to be non-GAAP measures. Please tell us how you determined these measures comply with Rule 100(b) of Regulation G. We note that the measures remove
corporate overhead and other items, which appear to be

normal, recurring, cash operating expenses necessary to operate your business. Refer to Question 100.01 of the SEC’s Non-GAAP Compliance and
Disclosure Interpretations. Please revise future filings to eliminate segment total measures or tell us how you intend to revise them to comply with Regulation G and Item 10(e) of Regulation S-K. This comment
also applies to your earnings releases filed on Form 8-K.

 Response: We respectfully note
the Staff’s comment. In presenting segment operating profit, adjusted segment operating profit, adjusted EBITDA and adjusted EBITDA by segment, we noted that none of our adjustments from GAAP to arrive at these
non-GAAP measures were expressly prohibited by Regulation G or Item 10(e) of Regulation S-K. While we acknowledge that some of the adjustments from GAAP to arrive at
these non-GAAP measures include certain cash operating expenses, the adjustments are not for normal, recurring, cash operating expenses necessary to operate our business. These
non-GAAP measures provide additional information about the Company’s operations, allowing for better evaluation of our underlying business performance and better period-to-period comparability. Further, as per Question 102.03 of the SEC’s Non-GAAP Compliance and Disclosure Interpretations, we do not describe such excluded
costs as non-recurring, infrequent or unusual. More broadly, these measures are presented alongside GAAP measures of performance, and we note that these non-GAAP
measures are not replacements for the most directly comparable amounts reported under GAAP. In total, management is of the view that these non-GAAP measures, which are used by management in managing the
business, offer investors meaningful additional insights into our operating performance.

 With respect to segment operating profit, we note
that it is presented in our financial statement footnotes, in accordance with ASC 280. In Note 17 to the Company’s consolidated financial statements included in the 10-K, we present total segment
operating profit with a reconciliation to earnings before income taxes, in accordance with ASC 280-10-50-30(b). We also note the
guidance in Question 104.04 of the SEC’s Non-GAAP Compliance and Disclosure Interpretations. In future filings, in sections outside the ASC 280 required reconciliation in the footnote, we will clearly
identify segment operating profit as a non-GAAP measure, precede the presentation of segment operating profit with earnings before income taxes and then provide the requisite
non-GAAP reconciliation.

 Similarly, we present adjusted segment operating profit to further
illustrate the Company’s performance by eliminating the effects of gains on the sale of assets and impairment, restructuring, and certain net settlement contingencies on the Company’s segment operating profit. These adjustment items are
not normal, recurring, cash operating expenses necessary to operate our business and are, therefore, not misleading from the perspective of management. Management considers these adjustment items in managing our business and views them as discrete
and separate adjustments, outside of the ordinary course of our continuing operations. As such, these adjustments are non-routine in the views of management and, therefore, are reasonable items for which to
adjust in arriving at adjusted segment operating profit.

 With respect to adjusted EBITDA, we note that we present entity-wide adjusted EBITDA and adjusted
EBITDA by segment. For clarity, we do not present an aggregate “segment adjusted EBITDA” measure. Similar to other companies, we calculate adjusted EBITDA as earnings before interest, taxes, depreciation and amortization as further
adjusted in our case for (i) gains on the sale of assets, (ii) asset impairment, restructuring, and net settlement contingencies, (iii) railroad maintenance expense, and (iv) expenses related to acquisitions. Consistent with the
discussion above, none of these adjustments reflect normal, recurring, operating expenses necessary to operate our business. These adjustments are non-routine in the views of management and, therefore, are
reasonable items for which to adjust in arriving at adjusted EBITDA.

 As it relates to the adjustment for corporate overhead, please note
that in our reconciliation of segment operating profit to earnings before income taxes in accordance with ASC 280, the reconciling item labeled “Corporate” includes only unallocated corporate overhead costs. Indeed, a
portion of our corporate overhead costs is allocated to our reportable segments and reflected in our segment measures of profitability. Unallocated corporate costs, on the other hand, represent corporate overhead expenses for the benefit of the
entire organization which are not directly attributable to or managed by individual businesses. These segment operating profit measures are prepared and presented in accordance with ASC 280, and unallocated corporate overhead is not an expense
reflected in our individual segment operating profit measures. Because unallocated corporate overhead costs are included in earnings before income taxes, our reconciliation includes a reconciling adjustment for those unallocated corporate overhead
costs, which we will label as “unallocated” in future filings. For purposes of illustrating segment level performance to our investors, we do not show the effect of unallocated corporate overhead on these segment performance measures.
Given our reconciliations of these measures, and the presentation of other entity-wide GAAP measures to illustrate full entity-wide performance, management is of the view that our segment measures of profitability communicate meaningful additional
information to investors, do not contain prohibited adjustments under SEC rules and are not misleading.

 In future filings, we will ensure
that we present the corresponding GAAP measures to segment operating profit (when presented outside the ASC 280 reconciliation), adjusted segment operating profit, adjusted EBITDA and adjusted EBITDA by segment with equal or greater prominence.

 Critical Accounting Policies and Estimates

 Goodwill, page 54

3.
 Comment: Your disclosures indicate that you performed a quantitative goodwill impairment analysis on
two reporting units. Please identify for us the goodwill reporting unit beyond Animal Nutrition for which you performed the two-step quantitative assessment and quantify

the amount of goodwill allocated to this reporting unit. Additionally, we note that you used both income and market approaches in determining the fair value of your reporting units. Tell us the
relative weighting used for each approach and how you determined such weighting was appropriate. Further, tell us and revise future disclosures to explain how you performed the market approach, including significant estimates and assumptions used.

 Response: In addition to the Animal Nutrition reporting unit, the Company performed the two-step quantitative goodwill impairment assessment for the Starches and Sweeteners reporting unit. The carrying value of goodwill allocated to the Starches and Sweeteners reporting unit was $219 million as of
December 31, 2023.

 The Company used a combination of the income and market approaches when performing the quantitative assessment of
goodwill for the Animal Nutrition reporting unit. The Company weighted the income approach with a probability weight of 75%, as it is based on the future business plans and growth estimates for the Company’s Animal Nutrition business and thus
considers short-term and long-term cash flow expectations for the business. The market approach was weighted less heavily at 25%, as it represents an estimate of fair value based on market guideline companies for which future growth expectations are
not precisely known.

 The income approach is predicated upon the value of the estimated future cash flows that a business will generate
going forward. The Company used the Discounted Cash Flow (DCF) method under the income approach for the analysis of Animal Nutrition.

 The
market approach assumes that companies operating in the same industry will share similar characteristics and that values will correlate to those characteristics. Therefore, under the market approach, a comparison of the reporting unit to similar
companies whose financial information is publicly available may provide a reasonable basis to estimate the fair value of the reporting unit.

The two forms of the market approach most commonly applied are the Guideline Public Company (GPC) method and the Guideline Merged and Acquired
Company (GMAC) method. The Company utilized the GPC method to estimate the fair value of the Animal Nutrition reporting unit under the market approach. The GMAC method was also considered, but ultimately was not relied upon due to the lack of recent
transactions that were directly comparable.

 The GPC method provides indications of value based upon the development of valuation multiples
of various financial or operational measures calculated using stock prices of publicly traded guideline companies to develop Business Enterprise Value (BEV) multiples. The Company selected guideline public companies to use based on several factors,
such as industry classification, geographic region, the specific products and services offered, and customers served. Additionally, quantitative factors such as size, growth, and profitability of the guideline public companies were considered
relative to Animal Nutrition. After the

guideline public companies were selected, valuation multiples were calculated using information from S&P Capital IQ database as of the valuation date. In the selection of the appropriate
market multiples, the Company considered the performance of the business, the size, risks, opportunities, and a comparison of the margins and growth of the Animal Nutrition business compared to the guideline public companies. Based on this analysis,
the selected fiscal year 2023 and fiscal year 2024 EBITDA multiples were applied to the corresponding financial metrics for Animal Nutrition and were equally weighted to determine the BEV for Animal Nutrition. The estimated fair value calculated by
the GPC method was within 5% of the estimated fair value calculated by the income approach.

 The Company acknowledges the Staff’s
comments and in future filings will enhance disclosures, as requested, to explain how we performed the market approach, including significant estimates and assumptions used.

Notes to the Consolidated Financial Statements

 Note 17, Segment and
Geographical Information, page 106

4.
 Comment: We note you have disclosed a correction of certain segment-specific historical financial
information. It appears that you are classifying the errors as a revision rather than a restatement. Please explain to us how you determined your disclosure relating to this error is appropriate. As part of your response, address both quantitative
and qualitative factors and tell us how your treatment complies with ASC-250-10-50-7. As
part of your response, provide us with your materiality analysis prepared in accordance with SAB Topic 1:M and 1:N.

Response: As disclosed in Note 17 to the Company’s consolidated fin