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In February 2022, Russia invaded Ukraine.
−Removed: The conflict has resulted in significant uncertainty and instability in the global commodities markets, including agricultural commodities and crude oil.
−Removed: In response to the conflict, the United States and other North Atlantic Treaty Organization ("NATO") member states, as well as nonmember states, have announced targeted economic sanctions on Russia and certain Russian citizens and enterprises, including several large banks.
−Removed: The continuation of the conflict may trigger a series of additional economic and other sanctions enacted by the United States, other NATO member states and other countries.
+Added: The war resulted in significant uncertainty and instability in the global commodities markets, including agricultural commodities and crude oil.
+Added: In response to the war, the United States and other North Atlantic Treaty Organization ("NATO") member states, as well as nonmember states, announced economic sanctions targeting Russia and certain Russian citizens and enterprises, including several large banks.
+Added: The continuation of the war may trigger a series of additional economic and other sanctions enacted by the United States, other NATO member states and other countries.
In response, Russia announced export bans on various products, including agricultural commodities, through the end of calendar year 2022.
−Removed: Although we do not maintain operations in Russia, it is a significant source of fertilizer for global markets, including us.
−Removed: Such sanctions are expected to make it generally more expensive and difficult to do business in or with Russia, cause delays with respect to, or prevent, shipments of fertilizer to us, cause inflationary pressures on and impact our ability to purchase fertilizer, disrupt the execution of banking transactions with certain Russian financial institutions and result in volatility in foreign exchange rates and interest rates, all of which could have a material adverse effect on our business and operations.
+Added: Although we do not maintain operations in Russia, it is a significant source of fertilizer for global markets.
+Added: Such sanctions have caused inflationary pressures and impacted our ability to purchase fertilizer in the global market.
+Added: If our ability to purchase fertilizer in the global market continues to be impacted by those sanctions or by other factors, it could have a material adverse effect on our business and operations.
We maintain operations in Ukraine, which is a key international grain originating region.
−Removed: Our operations in Ukraine have been dramatically disrupted because of the conflict.
+Added: Our operations in Ukraine have been dramatically disrupted because of the war.
Some of our Ukrainian employees have been forced to relocate to other countries and within Ukraine, with many unable to perform all or some work duties.
−Removed: The ongoing conflict could cause harm to our employees and otherwise impair their ability to work for extended periods of time, as well as disrupt telecommunications systems, banks and other critical infrastructure necessary to conduct business in Ukraine.
+Added: The ongoing war could cause harm to our employees and otherwise impair their ability to work for extended periods of time, as well as disrupt telecommunications systems, banks and other critical infrastructure necessary to conduct business in Ukraine.
Although we do not have significant fixed assets or infrastructure in Ukraine, we continue to have grain inventory in various facilities in Ukraine.
−Removed: Our ability to access or otherwise use these grain inventories in our export business could be limited with the ongoing conflict and following Ukraine’s announcement to ban the export of wheat, oats and other staples.
−Removed: In addition, the risk of cybersecurity incidents has increased in connection with the ongoing conflict between Russia and Ukraine.
−Removed: For example, the conflict has been accompanied by cyberattacks against the Ukrainian government and other countries in the region.
+Added: As a result of the war and related export bans on wheat, oats and other staples that were put in place by the Ukrainian government in March 2022, our ability to access or otherwise use these grain inventories in our export business has been limited and is expected to continue to be limited throughout the war.
+Added: In addition, the risk of cybersecurity incidents has increased in connection with the ongoing war between Russia and Ukraine.
+Added: For example, the war has been accompanied by cyberattacks against the Ukrainian government and other countries in the region.
It is possible that these attacks could have collateral effects on additional critical infrastructure and financial institutions globally, which could adversely affect our operations.
−Removed: The proliferation of malware from the conflict into systems unrelated to the conflict, or cyberattacks against U.S.
+Added: The proliferation of malware from the war into systems unrelated to the war, or cyberattacks against U.S.
companies in retaliation for U.S.
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support of Ukraine, could also adversely affect our operations.
−Removed: There is also no guarantee that the current conflict between Russia and Ukraine will not draw military or other intervention from additional countries, which could lead to a much larger conflict and/or additional sanctions imposed by the United States government and other governments that restrict business with specific persons, organizations or countries or with respect to certain products or services.
+Added: The current war between Russia and Ukraine could draw military or other intervention from additional countries, which could lead to a much larger war and/or additional sanctions imposed by the United States government and other governments that restrict business with specific persons, organizations or countries with respect to certain products or services.
If such escalation should occur or such sanctions are imposed, supply chain, trade routes and markets currently served by us could be adversely affected, which in turn could materially adversely affect our business operations and financial performance.
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Securities and Exchange Commission ("SEC") or other governmental authority's investigation with respect to certain rail freight contracts purchased in connection with our North American grain marketing operations could have an adverse effect on our business.
−Removed: We expect to provide an Offer of Settlement to the Staff of the SEC Division of Enforcement relating to an investigation principally involving intentional misconduct by a former employee in our rail freight trading operations who manipulated the quantity and mark-to-market valuation of railcars that were the subject of rail freight purchase contracts.
−Removed: The proposed settlement would be entered into by the Company pursuant to a proposed Order Instituting Cease-and-Desist Proceedings, Making Findings, and Imposing a Cease-and-Desist Order (the "Proposed Order") without admitting or denying the SEC's findings and would resolve alleged violations of certain of the reporting, books and records and internal accounting controls provisions of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.
+Added: We have provided an Offer of Settlement to the Staff of the SEC Division of Enforcement relating to an investigation principally involving intentional misconduct by a former employee in our rail freight trading operations who manipulated the quantity and mark-to-market valuation of railcars that were the subject of rail freight purchase contracts.
+Added: The proposed settlement would be entered into by us pursuant to a proposed Order Instituting Cease-and-Desist Proceedings, Making Findings, and Imposing a Cease-and-Desist Order (the "Proposed Order") without admitting or denying the SEC's findings and would resolve alleged violations of certain of the reporting, books and records and internal accounting controls provisions of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.
Under the terms of the proposed settlement, we would not pay a civil penalty and would agree to not commit or cause any future violations of those federal securities laws and related rules and regulations.
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As a result, there can be no assurance as to the specific type of disposition, including its impact on our business, prospects, reputation, financial condition, results of operations or cash flows.
−Removed: In addition, the expenses incurred in connection with any ongoing investigation by the SEC or any other governmental authority, and the diversion of the attention of our management that could occur as a result thereof, could adversely affect our business, financial condition, results of operations and/or cash flows.
+Added: In addition, the expenses incurred in connection with any ongoing investigation by the SEC or any other governmental authority, and diversion of the attention of our management that could occur as a result thereof, could adversely affect our business, financial condition, results of operations and/or cash flows.
Exhibit Description
13 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: April 6, 2022 By:
+Added: July 7, 2022 By:
/s/ Olivia Nelligan
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.