$500,000,000 2.750% Notes due 2025
$1,000,000,000 3.250% Notes due 2030
March 25, 2020
To the Representatives
named in Schedule I
hereto of the Underwriters
named in Schedule II hereto
Ladies and Gentlemen:
Archer-Daniels-Midland Company, a Delaware corporation (the Company), confirms its agreement with each of the Underwriters named in Schedule II hereto (collectively, the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom the representative or representatives, if any, named in Schedule I hereto are acting as representatives (in such capacity, the Representatives), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule II of the Companys 2.750% Notes due 2025 (the 2025 Notes) and 3.250% Notes due 2030 (the 2030 Notes and, together with the 2025 Notes, the Securities). The Securities are to be issued pursuant to an indenture dated as of October 16, 2012 (as amended and supplemented, the Indenture), between the Company and The Bank of New York Mellon, as trustee (the Trustee). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms Underwriters and Representatives, as used herein, shall each be deemed to refer to such firm or firms. The term Representatives also refers to a single firm acting as sole representative of the Underwriters. Certain terms used herein are defined in Section 17 hereof.
The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representative(s) deem(s) advisable after this agreement (this Agreement) has been executed and delivered.
The Company has filed with the Commission an automatic shelf registration statement on Form S-3 (No. 333-219723), including the related preliminary prospectus or prospectuses, which registration statement became effective upon filing under Rule 462(e). Such registration statement covers the registration of the Securities under the Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B and Rule 424 under the Act. Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Regulations, is herein called the Registration Statement. The Registration Statement at the time it originally became effective is herein called the Original Registration Statement. The Prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Securities and filed pursuant to Rule 424(b), including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act at the time of the execution of this Agreement and any preliminary prospectuses filed pursuant to Rule 424(b) that form a part thereof, is herein called the Prospectus. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to mean the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (EDGAR).