Archer-Daniels-Midland Co

Regulatory Filings • May 29, 2008

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Filed Pursuant to Rule 433 Registration No. 333-137541 Dated May 28, 2008

Archer-Daniels-Midland Company 35,000,000 Equity Units (initially consisting of 35,000,000 Corporate Units)

Final Term Sheet

Company Name:	Archer-Daniels-Midland Company
Company Stock Ticker:	New York Stock Exchange “ADM”
Title:	Equity Units (initially consisting of Corporate Units)
Registration format:	SEC Registered
Aggregate offering amount:	$1,750,000,000 ($2,000,000,000 if the Underwriters exercise their
over-allotment option in full)
Over-allotment Option:	$250,000,000
Stated Amount per Equity Unit:	$50
Underwriting Discounts and Commissions:	$43,750,000 (excluding underwriters’ over-allotment option to
purchase up to 5,000,000 additional Corporate Units)
Proceeds to Company:	$1,706,250,000 (excluding underwriters’ over-allotment option to
purchase up to 5,000,000 additional Corporate Units)
Debenture Coupon:	4.70%
Contract Adjustment Payment Rate:	1.55% per year of the Stated Amount per Equity Unit ($0.775 per
year per Stated Amount of an Equity Unit)
Total Distribution Rate:	6.25%
Reference Price:	$39.86 (the last reported sale price of the Company’s common stock
on the New York Stock Exchange on May 28, 2008).
Threshold Appreciation Price (the
Threshold Appreciation Price represents
appreciation of approximately 20% over the
Reference Price):	$47.83
Minimum Settlement Rate (as defined):	1.0453 shares of the Company’s common stock (subject to adjustment)
Maximum Settlement Rate (as defined):	1.2544 shares of the Company’s common stock (subject to adjustment)
Trade Date:	May 28, 2008
Offering Settlement Date:	June 3, 2008
Purchase Contract Settlement Date:	June 1, 2011

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Debenture Maturity Date:	June 1, 2041
Debenture Coupon and Contract Adjustment
Payment Dates:	March 1, June 1, September 1 and December 1
First Debenture Coupon and Contract
Adjustment Payment Date:	September 1, 2008
Estimated Net Proceeds to the Company from
this Offering:	The net proceeds from the sale of Equity Units in this offering
will be approximately $1,706 million (approximately $1,950 million
if the underwriters exercise their over-allotment option in full),
after deducting the underwriters’ discounts and commissions and
estimated offering expenses payable by the Company.
Use of Proceeds:	The Company intends to use substantially all of the net proceeds
from this offering for general corporate purposes, including
repayment of short-tem indebtedness under our commercial paper
program and investment in long-term growth opportunities.
Listing:	The Company will apply for listing of the Corporate Units on the
New York Stock Exchange under the symbol “ADM.PrA.” The Company
expects trading of the Corporate Units on the New York Stock
Exchange to commence on or about June 3, 2008.
CUSIP for the Corporate Units:	039483 201
ISIN for the Corporate Units:	US0394832010
CUSIP for the Treasury Units:	039483 300
ISIN for the Treasury Units:	US0394833000
CUSIP for the Debentures:	039483 AZ5
ISIN for the Debentures:	US039483AZ52
Underwriters:	Citi, J.P. Morgan Securities, Banc of America Securities LLC and
Deutsche Bank Securities Inc. are the joint book-runners for the
offering and Barclays Capital Inc., BNP Paribas Securities Corp.,
Goldman, Sachs & Co., HSBC Securities (USA) Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Rabo Securities USA, Inc.,
ABN AMRO Incorporated, ANZ Securities, Inc., BBVA Securities,
Inc., BMO Capital Markets Corp., Daiwa Securities America Inc.,
ING Financial Markets LLC, Mitsubishi UFJ Securities International
plc, Mizuho Securities USA Inc., SG Americas Securities, LLC, The
Williams Capital Group, L.P. and UBS Securities LLC are
co-managers.
Applicable Ownership Interest:	Following a successful optional remarketing or a special event
redemption, as described in the prospectus supplement, each
Corporate Unit will consist of a purchase contract and the
applicable ownership interest in the Treasury portfolio.
Applicable Ownership Interest:	“Applicable ownership interest” means, with respect to a Corporate
Unit and the U.S. Treasury securities in the Treasury portfolio,
	•	a 1/20, or 5%, undivided beneficial ownership interest in
$1,000 face amount of U.S. Treasury securities (or principal or
interest strips thereof) included in the Treasury portfolio that
mature on or prior to May 31, 2011, and

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| | • for each scheduled interest payment date on the Debentures
that occurs after the date of a special event redemption and on or
before the purchase contract settlement date, in the case of a
special event redemption, or for the scheduled interest payment
date occurring on June 1, 2011, in the case of a successful
optional remarketing, a beneficial ownership interest in $1,000
face amount of U.S. Treasury securities (or principal or interest
strips thereof) included in the Treasury portfolio that mature on
or prior to the business day immediately preceding such scheduled
interest payment date. |
| --- | --- |
| Treasury portfolio: | If the Treasury portfolio has replaced the Debentures as a
component of the Corporate Units as a result of a special event
redemption, holders of Corporate Units may substitute Treasury
securities for the applicable ownership interests in the Treasury
portfolio only in integral multiples of 80,000 Corporate Units. |
| Recreating Corporate Units: | If the Treasury portfolio has replaced the Debentures as a
component of the Corporate Units as the result of a special event
redemption, holders of Treasury Units may substitute applicable
ownership interests in the Treasury portfolio for Treasury
Securities only in integral multiples of 80,000 Corporate Units. |
| Early Settlement: | If the Treasury portfolio has replaced the Debentures as a
component of the Corporate Units, holders of Corporate Units may
settle early on or prior to the second business day immediately
preceding the purchase contract settlement date only in integral
multiples of 80,000 Corporate Units. |
| Early Settlement Upon a Fundamental Change: | The following table sets forth the stock price, effective date and
amount of make-whole shares issuable upon a fundamental change
early settlement right: |

Effective — Date	Stock Price on Effective Date — $10.00	$20.00	$30.00	$35.00	$39.86	$45.00	$47.83	$50.00	$55.00	$60.00	$70.00	$80.00	$100.00	$125.00	$150.00
06/03/08	0.6814	0.2757	0.0966	0.0404	0.0000	0.1101	0.1615	0.1519	0.1334	0.1189	0.0983	0.0845	0.0672	0.0544	0.0459
06/01/09	0.4684	0.1954	0.0509	0.0000	0.0000	0.0734	0.1257	0.1168	0.1000	0.0873	0.0703	0.0597	0.0472	0.0381	0.0320
06/01/10	0.2403	0.1104	0.0172	0.0000	0.0000	0.0383	0.0894	0.0799	0.0631	0.0516	0.0384	0.0317	0.0248	0.0199	0.0166
06/01/11	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000

| The exact stock prices and effective dates may not be set forth in the table
above, in which case: |
| --- |
| • if the stock price is between two stock price amounts on the table or
the effective date is between two dates on the table, the amount of make-whole
shares will be determined by straight-line interpolation between the make-whole
share amounts set forth for the higher and lower stock price amounts and the
two dates, as applicable, based on a 365-day year; |
| • If the stock price is in excess of $150 per share (subject to
adjustment), then the make-whole share amount will be zero; and |
| • If the stock price is less than $10 per share (subject to adjustment,
the “minimum stock price”), then the make-whole share amount will be determined
as if the minimum stock price, using straight line interpolation, as described
above, if the effective date is between two dates on the table. |
| The maximum number of shares of our common stock deliverable under a purchase
contract is 1.9358, subject to anti-dilution adjustments. |

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The issuer has filed registration statements (including prospectuses) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectuses in those registration statements and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll free at 1-877-858-5407, calling J.P. Morgan Securities Inc. collect at 1-212-834-4533, calling or e-mailing Banc of America Securities LLC toll-free at 1-800-294-1322 or dg.prospectus_distribution@bofasecurities.com or calling Deutsche Bank Securities Inc. toll-free at (800) 503-4611.

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