MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-16167

MONSANTO COMPANY

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		43-1878297 (I.R.S. Employer Identification No.)
800 North Lindbergh Blvd., St. Louis, MO (Address of principal executive offices)		63167 (Zip Code)

(314) 694-1000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 545,557,688 shares of Common Stock, $0.01 par value, outstanding as of April 1, 2010.

 

 

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

In the interests of our investors, and in accordance with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, this section of our report explains some of the important reasons that actual results may be materially different from those that we anticipate. In this report, and from time to time throughout the year, we share our expectations for our company’s future performance. These forward-looking statements include statements about our business plans; the potential development, regulatory approval, and public acceptance of our products; our expected financial performance, including sales performance, and the anticipated effect of our strategic actions; the anticipated benefits of recent acquisitions; the outcome of contingencies, such as litigation; domestic or international economic, political and market conditions; and other factors that could affect our future results of operations or financial position, including, without limitation, statements under the captions “Overview — Executive Summary — Outlook,” “Seeds and Genomics Segment,” “Agricultural Productivity Segment,” “Financial Condition, Liquidity, and Capital Resources,” “Outlook,” “Critical Accounting Policies and Estimates” and “Legal Proceedings.” Any statements we make that are not matters of current reportage or historical fact should be considered forward-looking. Such statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “will,” and similar expressions. By their nature, these types of statements are uncertain and are not guarantees of our future performance.

Since these statements are based on factors that involve risks and uncertainties, our company’s actual performance and results may differ materially from those described or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, among others: continued competition in seeds, traits and agricultural chemicals; the company’s exposure to various contingencies, including those related to intellectual property protection, regulatory compliance and the speed with which approvals are received, and public acceptance of biotechnology products; the success of the company’s research and development activities; the outcomes of major lawsuits; developments related to foreign currencies and economies; successful operation of recent acquisitions; fluctuations in commodity prices; compliance with regulations affecting our manufacturing; the accuracy of the company’s estimates related to distribution inventory levels; the company’s ability to fund its short-term financing needs and to obtain payment for the products that it sells; the effect of weather conditions, natural disasters and accidents on the agriculture business or the company’s facilities; and other risks and factors described or referenced in Part II — Item 1A — Risk Factors — below and Part I — Item 1A of our Report on Form 10-K for the fiscal year ended Aug. 31, 2009.

Our forward-looking statements represent our estimates and expectations and are based on currently available information at the time that we make those statements. However, circumstances change constantly, often unpredictably, and many events beyond our control will determine whether the expectations encompassed in our forward-looking statements will be realized. As a result, investors should not place undue reliance on these forward-looking statements. We disclaim any current intention or obligation to revise or update any forward-looking statements, or the factors that may affect their realization, whether in light of new information, future events or otherwise, and investors should not rely on us to do so.

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION				Page
Item 1.		Financial Statements			3
		Statements of Consolidated Operations			4
		Condensed Statements of Consolidated Financial Position			5
		Statements of Consolidated Cash Flows			6
		Condensed Statements of Consolidated Shareowners’ Equity and Comprehensive Income			7
		Notes to Consolidated Financial Statements			8
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			32
		Overview			32
		Results of Operations — Second Quarter Fiscal Year 2010			34
		Seeds and Genomics Segment			37
		Agricultural Productivity Segment			38
		Restructuring			39
		Financial Condition, Liquidity, and Capital Resources			41
		Outlook			46
		Critical Accounting Policies and Estimates			49
		New Accounting Standards			50
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			51
Item 4.		Controls and Procedures			51
PART II—OTHER INFORMATION
Item 1.		Legal Proceedings			52
Item 1A.		Risk Factors			53
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			54
Item 5.		Other Information			55
Item 6.		Exhibits			55
SIGNATURE					56
EXHIBIT INDEX					57

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The Statements of Consolidated Operations of Monsanto Company and its consolidated subsidiaries for the three months and six months ended Feb. 28, 2010, and Feb. 28, 2009, the Condensed Statements of Consolidated Financial Position as of Feb. 28, 2010, and Aug. 31, 2009, the Statements of Consolidated Cash Flows for the six months ended Feb. 28, 2010, and Feb. 28, 2009, the Condensed Statements of Consolidated Shareowners’ Equity and Comprehensive Income for the six months ended Feb. 28, 2010, and year ended Aug. 31, 2009, and related Notes to Consolidated Financial Statements follow. Unless otherwise indicated, “Monsanto” and the “company” are used interchangeably to refer to Monsanto Company or to Monsanto Company and its consolidated subsidiaries, as appropriate to the context. Unless otherwise indicated, “earnings (loss) per share” and “per share” mean diluted earnings (loss) per share. In the notes to the consolidated financial statements, all dollars are expressed in millions, except per share amounts. Unless otherwise indicated, trademarks owned or licensed by Monsanto or its subsidiaries are shown in all capital letters. Unless otherwise indicated, references to “ROUNDUP herbicides” mean ROUNDUP branded herbicides, excluding all lawn-and-garden herbicides, and references to “ROUNDUP and other glyphosate-based herbicides” exclude all lawn-and-garden herbicides.

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

Statements of Consolidated Operations

Unaudited		Three Months Ended Feb. 28,								Six Months Ended Feb. 28,
(Dollars in millions, except per share amounts)		2010				2009				2010				2009
Net Sales		$	3,890			$	4,035			$	5,587			$	6,684
Cost of goods sold			1,791				1,514				2,749				2,613
Gross Profit			2,099				2,521				2,838				4,071
Operating Expenses:
Selling, general and administrative expenses			512				522				1,008				1,072
Research and development expenses			279				265				546				517
Acquired in-process research and development			—				162				—				162
Restructuring charges, net			30				—				44				—
Total Operating Expenses			821				949				1,598				1,751
Income from Operations			1,278				1,572				1,240				2,320
Interest expense			41				26				80				49
Interest income			(14	)			(18	)			(25	)			(43	)
Other expense (income), net			2				32				(10	)			58
Income from Continuing Operations Before Income Taxes			1,249				1,532				1,195				2,256
Income tax provision			360				440				330				616
Income from Continuing Operations Including Portion Attributable to Noncontrolling Interest		$	889			$	1,092			$	865			$	1,640
Discontinued Operations:
Income from operations of discontinued businesses			—				1				5				19
Income tax provision			—				—				—				8
Income on Discontinued Operations			—				1				5				11
Net Income		$	889			$	1,093			$	870			$	1,651
Less: Net income attributable to noncontrolling interest			2				1				2				3
Net Income Attributable to Monsanto Company		$	887			$	1,092			$	868			$	1,648
Amounts Attributable to Monsanto Company:
Income from continuing operations		$	887			$	1,091			$	863			$	1,637
Income on discontinued operations			—				1				5				11
Net Income Attributable to Monsanto Company		$	887			$	1,092			$	868			$	1,648
Basic Earnings per Share Attributable to Monsanto Company:
Income from continuing operations		$	1.63			$	1.99			$	1.58			$	2.99
Income on discontinued operations			—				0.01				0.01				0.02
Net Income		$	1.63			$	2.00			$	1.59			$	3.01
Diluted Earnings per Share Attributable to Monsanto Company:
Income from continuing operations		$	1.60			$	1.96			$	1.56			$	2.94
Income on discontinued operations			—				0.01				0.01				0.02
Net Income		$	1.60			$	1.97			$	1.57			$	2.96
Weighted Average Shares Outstanding:
Basic			545.8				547.2				545.7				548.0
Diluted			553.4				555.5				553.4				556.5
Dividends Declared per Share		$	0.53			$	0.51			$	0.53			$	0.51

The accompanying notes are an integral part of these consolidated financial statements.

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

Condensed Statements of Consolidated Financial Position

Unaudited		As of Feb. 28,				As of Aug. 31,
(Dollars in millions, except share amounts)		2010				2009
Assets
Current Assets:
Cash and cash equivalents		$	1,607			$	1,956
Trade receivables, net			2,093				1,556
Miscellaneous receivables			634				654
Deferred tax assets			595				662
Inventory, net			3,199				2,934
Other current assets			117				121
Total Current Assets			8,245				7,883
Total property, plant and equipment			7,391				7,158
Less accumulated depreciation			3,704				3,549
Property, Plant and Equipment, Net			3,687				3,609
Goodwill			3,226				3,218
Other Intangible Assets, Net			1,313				1,371
Noncurrent Deferred Tax Assets			775				743
Long-Term Receivables, Net			468				557
Other Assets			532				496
Total Assets		$	18,246			$	17,877
Liabilities and Shareowners’ Equity
Current Liabilities:
Short-term debt, including current portion of long-term debt		$	114			$	79
Accounts payable			673				676
Income taxes payable			266				79
Accrued compensation and benefits			185				263
Accrued marketing programs			667				934
Deferred revenues			601				219
Grower production accruals			208				139
Dividends payable			145				145
Customer payable			—				307
Restructuring reserves			197				286
Miscellaneous short-term accruals			623				629
Total Current Liabilities			3,679				3,756
Long-Term Debt			1,726				1,724
Postretirement Liabilities			720				793
Long-Term Deferred Revenue			444				488
Noncurrent Deferred Tax Liabilities			140				153
Long-Term Portion of Environmental and Litigation Liabilities			191				197
Other Liabilities			605				641
Shareowners’ Equity:
Common stock (authorized: 1,500,000,000 shares, par value $0.01)
Issued 587,322,226 and 585,557,964 shares, respectively
Outstanding 545,569,237 and 545,407,427 shares, respectively			6				6
Treasury stock 41,752,989 and 40,150,537 shares, respectively, at cost			(1,701	)			(1,577	)
Additional contributed capital			9,815				9,695
Retained earnings			3,260				2,682
Accumulated other comprehensive loss			(674	)			(744	)
Reserve for ESOP debt retirement			(5	)			(6	)
Total Monsanto Company Shareowners’ Equity			10,701				10,056
Noncontrolling Interest			40				69
Total Shareowners’ Equity			10,741				10,125
Total Liabilities and Shareowners’ Equity		$	18,246			$	17,877

The accompanying notes are an integral part of these consolidated financial statements.

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

Statements of Consolidated Cash Flows

Unaudited		Six Months Ended Feb. 28,
(Dollars in millions)		2010				2009
Operating Activities:
Net Income		$	870			$	1,651
Adjustments to reconcile cash provided by operating activities:
Items that did not require (provide) cash:
Depreciation and amortization			294				270
Bad-debt expense			26				49
Stock-based compensation expense			52				55
Excess tax benefits from stock-based compensation			(31	)			(12	)
Deferred income taxes			(62	)			2
Restructuring charges, net			44				—
Equity affiliate income, net			(18	)			(9	)
Acquired in-process research and development			—				162
Net gain on sales of a business or other assets			(2	)			(6	)
Other items			38				(2	)
Changes in assets and liabilities that provided (required) cash, net of acquisitions:
Trade receivables, net			(459	)			(244	)
Inventory, net			(241	)			(972	)
Deferred revenues			341				158
Accounts payable and other accrued liabilities			(323	)			402
Restructuring cash payments			(124	)			—
Pension contributions			(86	)			(34	)
Net investment hedge settlement			(4	)			27
Other items			(59	)			3
Net Cash Provided by Operating Activities			256				1,500
Cash Flows Required by Investing Activities:
Maturities of short-term investments			—				102
Capital expenditures			(342	)			(461	)
Acquisition of businesses, net of cash acquired			(23	)			(273	)
Purchases of long-term debt and equity securities			(8	)			(7	)
Technology and other investments			(14	)			(26	)
Proceeds from divestiture of a business			—				300
Other investments and property disposal proceeds			42				6
Net Cash Required by Investing Activities			(345	)			(359	)
Cash Flows Required by Financing Activities:
Net change in financing with less than 90-day maturities			126				(73	)
Short-term debt proceeds			25				55
Short-term debt reductions			(32	)			—
Long-term debt reductions			(1	)			(69	)
Payments on other financing			(1	)			—
Treasury stock purchases			(124	)			(274	)
Stock option exercises			38				17
Excess tax benefits from stock-based compensation			31				12
Dividend payments			(290	)			(264	)
Dividend payments to noncontrolling interests			(31	)			(5	)
Net Cash Required by Financing Activities			(259	)			(601	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents			(1	)			(149	)
Net (Decrease) Increase in Cash and Cash Equivalents			(349	)			391
Cash and Cash Equivalents at Beginning of Period			1,956				1,613
Cash and Cash Equivalents at End of Period		$	1,607			$	2,004

See Note 19 — Supplemental Cash Flow Information — for further details.

The accompanying notes are an integral part of these consolidated financial statements.

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

		Monsanto Shareowners
																		Accumulated
Unaudited										Additional								Other				Reserve				Non-
(Dollars in millions,		Common				Treasury				Contributed				Retained				Comprehensive				for ESOP				Controlling
except per share amounts)		Stock				Stock				Capital				Earnings				(Loss)(1)				Debt				Interests				Total
Balance as of Aug. 31, 2008		$	6			$	(1,177	)		$	9,495			$	1,138			$	(78	)		$	(10	)		$	37			$	9,411
Net income			—				—				—				2,109				—				—				24				2,133
Foreign currency translation			—				—				—				—				(333	)			—				(5	)			(338	)
Postretirement benefit plan activity, net of tax of $(119)			—				—				—				—				(189	)			—				—				(189	)
Accumulated derivative activity, net of tax of $(95)			—				—				—				—				(144	)			—				—				(144	)
Comprehensive income for 2009																											19				1,462
Treasury stock purchases			—				(400	)			—				—				—				—				—				(400	)
Restricted stock withholding			—				—				(7	)			—				—				—				—				(7	)
Issuance of shares under employee stock plans			—				—				39				—				—				—				—				39
Excess tax benefits from stock- based compensation			—				—				35				—				—				—				—				35
Stock-based compensation expense			—				—				133				—				—				—				—				133
Cash dividends of $1.04 per common share			—				—				—				(565	)			—				—				—				(565	)
Dividend payments to noncontrolling interests			—				—				—				—				—				—				(10	)			(10	)
Allocation of ESOP shares, net of dividends received			—				—				—				—				—				4				—				4
Donation of noncontrolling interest			—				—				—				—				—				—				28				28
Purchase of noncontrolling interest			—				—				—				—				—				—				(5	)			(5	)
Balance as of Aug. 31, 2009		$	6			$	(1,577	)		$	9,695			$	2,682			$	(744	)		$	(6	)		$	69			$	10,125
Net income			—				—				—				868				—				—				2				870
Foreign currency translation			—				—				—				—				(17	)			—				—				(17	)
Postretirement benefit plan activity, net of tax of $14			—				—				—				—				22				—				—				22
Realized and unrealized gain on investments, net of tax of $2			—				—				—				—				3				—				—				3
Accumulated derivative activity, net of tax of $37			—				—				—				—				62				—				—				62
Comprehensive income for six months ended Feb. 28, 2010																											2				940
Treasury stock purchases			—				(124	)			—				—				—				—				—				(124	)
Restricted stock withholding			—				—				(1	)			—				—				—				—				(1	)
Issuance of shares under employee stock plans			—				—				38				—				—				—				—				38
Excess tax benefits from stock- based compensation			—				—				31				—				—				—				—				31
Stock-based compensation expense			—				—				52				—				—				—				—				52
Cash dividends of $0.53 per common share			—				—				—				(290	)			—				—				—				(290	)
Dividend payments to noncontrolling interests			—				—				—				—				—				—				(31	)			(31	)
Allocation of ESOP shares, net of dividends received			—				—				—				—				—				1				—				1
Balance as of Feb. 28, 2010		$	6			$	(1,701	)		$	9,815			$	3,260			$	(674	)		$	(5	)		$	40			$	10,741

The accompanying notes are an integral part of these consolidated financial statements.

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED

NOTE 1. BACKGROUND AND BASIS OF PRESENTATION

Monsanto Company, along with its subsidiaries, is a leading global provider of agricultural products for farmers. Monsanto’s seeds, biotechnology trait products, and herbicides provide farmers with solutions that improve productivity, reduce the costs of farming and produce better foods for consumers and better feed for animals.

Monsanto manages its business in two segments: Seeds and Genomics and Agricultural Productivity. Through the Seeds and Genomics segment, Monsanto produces leading seed brands, including DEKALB, ASGROW, DELTAPINE, SEMINIS and DE RUITER, and Monsanto develops biotechnology traits that assist farmers in controlling insects and weeds. Monsanto also provides other seed companies with genetic material and biotechnology traits for their seed brands. Through the Agricultural Productivity segment, the company manufactures ROUNDUP brand herbicides and other herbicides and provides lawn-and-garden herbicide products for the residential market. See Note 21 — Segment Information — for further details.

In the fourth quarter of 2008, the company announced plans to divest its animal agricultural products business, which focused on dairy cow productivity (the Dairy business). This transaction was consummated on Oct. 1, 2008. As a result, financial data for this business has been presented as discontinued operations. The financial statements have been prepared in compliance with the provisions of the Property, Plant and Equipment topic of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Accordingly, for all periods presented herein, the Statements of Consolidated Operations have been conformed to this presentation. See Note 22 — Discontinued Operations — for further details.

The accompanying consolidated financial statements have not been audited but have been prepared in conformity with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, these unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods reported. This Report on Form 10-Q should be read in conjunction with Monsanto’s Report on Form 10-K for the fiscal year ended Aug. 31, 2009. Financial information for the first six months of fiscal year 2010 should not be annualized because of the seasonality of the company’s business.

NOTE 2. NEW ACCOUNTING STANDARDS

In January 2010, the FASB issued an amendment to the Fair Value Measurements and Disclosures topic of the ASC. This amendment requires disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This amendment is effective for periods beginning after Dec. 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements, which will be effective for fiscal years beginning after Dec. 15, 2010. Accordingly, Monsanto will adopt this amendment in third quarter 2010, except for the additional Level 3 requirements which will be adopted in fiscal year 2011. The company is currently evaluating the disclosure impact of adopting this standard on the consolidated financial statements.

In June 2009, the FASB issued its ASC Topic 105, Generally Accepted Accounting Principles, which became the single source of authoritative U.S. generally accepted accounting principles (GAAP) (other than rules and interpretive releases of the U.S. Securities and Exchange Commission). The ASC is topically based with topics organized by ASC number and updated with Accounting Standards Updates (ASUs). ASUs will replace accounting guidance that historically was issued as FASB Statements of Financial Accounting Standards (SFAS), FASB Interpretations (FIN), FASB Staff Positions (FSP), Emerging Issues Task Force (EITF) Issues or other types of accounting standards. The ASC became effective Nov. 30, 2009, for Monsanto and disclosures within this Quarterly Report on Form 10-Q have been updated to reflect the change. The ASC does not change GAAP and did not impact the company’s consolidated financial statements.

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED (continued)

In June 2009, the FASB issued a standard that requires an analysis to determine whether a variable interest gives the entity a controlling financial interest in a variable interest entity. This statement requires an ongoing reassessment and eliminates the quantitative approach previously required for determining whether an entity is the primary beneficiary. This standard is effective for fiscal years beginning after Nov. 15, 2009. Accordingly, Monsanto will adopt this standard in fiscal year 2011. The company is currently evaluating the impact of adoption on the consolidated financial statements.

In June 2009, the FASB issued a standard that removes the concept of a qualifying special-purpose entity (QSPE) from GAAP and removes the exception from applying consolidation principles to a QSPE. This standard also clarifies the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. This standard is effective for fiscal years beginning after Nov. 15, 2009. Accordingly, Monsanto will adopt this standard in fiscal year 2011. The company is currently evaluating the impact of adoption on its QSPE, other financing programs and on the consolidated financial statements.

In April 2009, the FASB issued a standard that extends the previous disclosure requirements about fair value of financial instruments to interim financial statements of publicly traded companies. This standard requires that disclosures provide quantitative and qualitative information on fair value estimates for all financial instruments not measured on the balance sheet at fair value, when practicable, with the exception of certain financial instruments. This standard is effective prospectively for interim reporting periods ending after June 15, 2009. Accordingly, Monsanto adopted this standard in first quarter fiscal year 2010. See Note 12 — Debt and Other Credit Arrangements, Note 13 — Fair Value Measurements and Note 14 — Financial Instruments — for the disclosures required by this standard.

In December 2008, the FASB issued a standard that provides additional guidance regarding disclosures about plan assets of defined benefit pension or other postretirement plans. This standard is effective for financial statements issued for fiscal years ending after Dec. 15, 2009. Accordingly, Monsanto will include the disclosure requirements of this standard in the Report on Form 10-K for the fiscal year ended Aug. 31, 2010. The company is currently evaluating the disclosure impact of adopting this standard on the consolidated financial statements.

In February 2008, the FASB issued a standard that delayed the effective date of the new guidance regarding fair value measurement and disclosure for nonfinancial assets and liabilities to fiscal years beginning after Nov. 15, 2008. Accordingly, Monsanto adopted the additional requirements of the Fair Value Measurements and Disclosures topic of the ASC that were deferred by this standard in first quarter fiscal year 2010. The adoption of this standard did not have an impact on the company’s consolidated financial statements. See Note 13 — Fair Value Measurements — for additional discussion regarding fair value measurements.

In December 2007, the FASB issued a standard that requires an entity to clearly identify and present its ownership interests in subsidiaries held by parties other than the entity in the consolidated financial statements within the equity section but separate from the entity’s equity. It also requires the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the Statements of Consolidated Operations; changes in ownership interest be accounted for similarly, as equity transactions; and when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary and the gain or loss on the deconsolidation of the subsidiary be measured at fair value. This statement is effective for financial statements issued for fiscal years beginning after Dec. 15, 2008. The provisions of the standard related to accounting for changes in ownership are to be applied prospectively, except for the presentation and disclosure requirements, which are to be applied retrospectively. Monsanto adopted this standard on Sept. 1, 2009, and the presentation and disclosure requirements of this standard were applied retrospectively to all periods presented. The adoption of this standard did not have a material impact on the consolidated financial statements, other than the following changes in presentation of noncontrolling interests:

•

Consolidated net income was recast to include net income attributable to both the company and noncontrolling interests in the Statements of Consolidated Operations.

•

Noncontrolling interests were reclassified from other liabilities to equity, separate from the parent’s shareowners’ equity, in the Condensed Statements of Consolidated Financial Position.

•

The Statements of Consolidated Cash Flows now begin with net income (including noncontrolling interests) instead of net income attributable to Monsanto Company, with net income from noncontrolling interests (previously,

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED (continued)

			minority interests) no longer a reconciling item in arriving at net cash provided by operating activities, and the Statements of Consolidated Cash Flows were recast to include dividend payments to noncontrolling interests.
	•		Interim Condensed Statements of Consolidated Shareowners’ Equity and Comprehensive Income have been added to fulfill the disclosure requirements.

NOTE 3. BUSINESS COMBINATIONS

Effective Sept. 1, 2009, Monsanto adopted the new guidance in the Business Combinations topic of the ASC for acquisitions subsequent to that date.

2010 Acquisition: In October 2009, Monsanto acquired the remaining 51 percent equity interest in Seminium, S.A. (Seminium), a leading Argentinean corn seed company. Acquisition costs were less than $1 million for the six months ended Feb. 28, 2010, and classified as selling, general and administrative expenses. The total fair value of Seminium was $36 million, and it was primarily allocated to inventory, fixed assets, intangibles, and goodwill. This fair value includes $20 million of cash paid (net of cash acquired) and $16 million for the fair value of Monsanto’s 49 percent equity interest in Seminium held prior to the acquisition. The primary items that generated goodwill were the premiums paid by the company for the right to control the business acquired and the value of the acquired assembled workforce. The goodwill is not deductible for tax purposes. Income of approximately $12 million was recognized from the re-measurement to fair value of Monsanto’s previous equity interest in Seminium and is included in other expense (income), net in the Statements of Consolidated Operations for the six months ended Feb. 28, 2010. The measurement period for purchase price allocations ends as soon as information on the facts and circumstances becomes available, but does not exceed twelve months. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized for assets acquired and liabilities assumed, Monsanto will retrospectively adjust the amounts recognized as of the acquisition date.

2009 Acquisitions: In July 2009, Monsanto acquired the assets of WestBred, LLC, a Montana-based company that specializes in wheat germplasm, for $49 million (net of cash acquired), inclusive of transaction costs of $4 million. The acquisition will bolster the future growth of Monsanto’s seeds and traits platform.

In December 2008, Monsanto acquired 100 percent of the outstanding stock of Aly Participacoes Ltda. (Aly), which operates the sugarcane breeding and technology companies, CanaVialis S.A. and Alellyx S.A., both of which are based in Brazil, for $264 million (net of cash acquired), inclusive of transaction costs of less than $1 million.

In 2009, Monsanto paid approximately $5 million of contingent consideration related to fiscal year 2007 regional U.S. seed company acquisitions.

For all fiscal year 2010 and 2009 acquisitions described above, the business operations and employees of the acquired entities were included within the Seeds and Genomics segment from their respective dates of acquisition. These acquisitions were accounted for as purchase transactions. Accordingly, the assets and liabilities of the acquired entities were recorded at their estimated fair values at the dates of the acquisitions. The purchase price allocations for the first and second quarter 2010 and the third and fourth quarter 2009 acquisitions are preliminary and are subject to adjustment pending further assessments, including the valuation of certain assets. Proforma information related to acquisitions is not presented because the impact of the acquisitions on the company’s consolidated results of operations is not considered to be significant.

For acquisitions prior to fiscal year 2010, as of the acquisition dates, management began to assess and formulate plans to restructure the acquired entities in accordance with business combination accounting guidance. These activities primarily include the potential closure of certain acquired subsidiaries. Through Feb. 28, 2010, estimated costs of $23 million have been recognized as short-term liabilities in the purchase price allocations above, and $10 million has been charged against those liabilities, primarily related to payments for employee terminations and entity consolidation. As management finalizes

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED (continued)

plans to integrate or restructure certain activities of the acquired entities, further liabilities may be recorded as part of the purchase price allocation.

NOTE 4. CUSTOMER FINANCING PROGRAMS

Monsanto previously established a revolving financing program to provide financing of up to $250 million for selected customers in the United States through a third-party specialty lender. The program was terminated in the third quarter of fiscal year 2009. Under the financing program, Monsanto originated customer loans on behalf of the lender, which was a special purpose entity (SPE) that Monsanto consolidated, pursuant to Monsanto’s credit and other underwriting guidelines approved by the lender. Under the program, Monsanto serviced the loans and provided a first-loss guarantee of up to $130 million. Following origination, the lender transferred the loans to multi-seller commercial paper conduits through a nonconsolidated QSPE. Monsanto accounted for this transaction as a sale, in accordance with the Transfers and Servicing topic of the ASC.

Monsanto had no ownership interest in the lender, the QSPE, or the loans. However, because Monsanto substantively originated the loans through the SPE (which it consolidated) and partially guaranteed and serviced the loans, Monsanto accounted for the program as if it were the originator of the loans and the transferor selling the loans to the QSPE. Because QSPEs are excluded from the current guidance within the Consolidation topic of the ASC, and Monsanto did not have the unilateral right to liquidate the QSPE, the consolidation guidance did not have an effect on Monsanto’s accounting for the U.S. customer financing program.

Monsanto accounted for the guarantee in accordance with the Guarantees topic of the ASC, which requires that a guarantor recognize, at the inception of the guarantee, a liability for the fair value of the guarantee obligation undertaken. Monsanto recorded its guarantee liability at a value that approximated fair value (except that it did not discount credit losses because of the short-term nature of the loans), primarily driven by expected future credit losses. Monsanto did not recognize any servicing asset or liability because the servicing fee was considered adequate compensation for the servicing activities. Servicing activities including discounts on the sale of customer receivables resulted in income of $1 million for the six months ended Feb. 28, 2009.

Proceeds from customer loans sold through the financing program totaled $130 million for the first six months of fiscal year 2009. These proceeds are included in net cash provided by operating activities in the Statement of Consolidated Cash Flows. There were no loan balances outstanding as of Feb. 28, 2010, or Aug. 31, 2009.

During the second quarter 2010, Monsanto began participating in a revolving financing program in Brazil that allows Monsanto to transfer up to 1 billion Brazilian reais (approximately $550 million) in customer receivables to a QSPE. Third parties, primarily investment funds, hold an 88 percent senior interest in the QSPE, and Monsanto holds the remaining 12 percent subordinate interest. Because QSPEs are excluded from the scope of the current guidance within the Consolidation topic of the ASC, and Monsanto does not have the unilateral right to liquidate the QSPE, the consolidation guidance does not have an effect on Monsanto’s accounting for this customer financing program.

Monsanto’s investment in the QSPE was $4 million as of Feb. 28, 2010, and is included in other assets in the Condensed Statements of Consolidated Financial Position and is classified as a debt security. Interest earned on Monsanto’s investment in the QSPE was less than $1 million for the three months ended Feb. 28, 2010, and is included in interest income on the Statements of Consolidated Operations.

Under the financing program, Monsanto’s transfer of select customer receivables to the QSPE is accounted for as a sale, in accordance with the Transfers and Servicing topic of the ASC. Monsanto does not service the receivables; however, under the QSPE a recourse provision requires Monsanto to cover the first 12 percent of credit losses within the program.

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED (continued)

Proceeds from customer receivables sold through the financing program and derecognized from the Condensed Statements of Consolidated Financial Position totaled $47 million in fiscal year 2010. These proceeds are included in net cash provided by operating activities in the Statements of Consolidated Cash Flows and are net of a loss on sale of receivables of $3 million for the six months ended Feb. 28, 2010. The remaining receivable balance in the QSPE outstanding as of Feb. 28, 2010, was $43 million. Receivables are considered delinquent when payments are one day past due, but the provisions on the financing program for non-performance start on the 15th day past due. If a customer fails to pay an obligation when due, the provisions for bad debt on the program will be accounted for as an expense by the QSPE and the investment on Monsanto’s Condensed Statements of Consolidated Financial Position will be decreased. As of Feb. 28, 2010, there were no receivables sold through this financing program that were delinquent. However, based on the company’s historical collection experience with these customers and a current assessment of credit exposure, Monsanto recorded its recourse provision at $2 million as of Feb. 28, 2010. Adverse changes in the actual loss rate would decrease Monsanto’s investment asset. The maximum potential amount of future payments under the recourse provision was $6 million as of Feb. 28, 2010. If Monsanto is called upon to make payments under the recourse provision, it would have the benefit under the financing program of any amounts subsequently collected from the customer.

Monsanto has additional agreements with lenders to establish programs that provide financing of up to 550 million Brazilian reais (approximately $300 million) for selected customers in Brazil. These agreements qualify for sales treatment under the Transfers and Servicing topic of the ASC. Proceeds from the transfer of receivables are included in net cash provided by operating activities in the Statements of Consolidated Cash Flows. Proceeds from the transfer of receivables through the program totaled $114 million and $91 million for the first six months of fiscal years 2010 and 2009, respectively. Monsanto provides a guarantee of the loans in the event of customer default. The term of the guarantee is equivalent to the term of the bank loans. The liability for the guarantees is recorded at an amount that approximates fair value and is based on the company’s historical collection experience with customers that participate in the program and a current assessment of credit exposure. The guarantee liability recorded by Monsanto was $8 million and $6 million as of Feb. 28, 2010, and Aug. 31, 2009, respectively. If performance is required under the guarantee, Monsanto may retain amounts that are subsequently collected from customers. The maximum potential amount of future payments under the guarantee was $177 million as of Feb. 28, 2010. The loan balance outstanding for these programs was $177 million and $160 million as of Feb. 28, 2010, and Aug. 31, 2009, respectively. There were no delinquent loans as of Feb. 28, 2010, and there were delinquent loans of $2 million as of Aug. 31, 2009.

Monsanto also has similar agreements with banks that provide financing to its customers in Brazil through credit programs that are subsidized by the Brazilian government. In addition, there are similar financing programs with financial institutions in the United States, Europe and Argentina. Proceeds from the payment of receivables are included in net cash provided by operating activities in the Statements of Consolidated Cash Flows and totaled $103 million and $51 million for the first six months of fiscal years 2010 and 2009, respectively. Under most of these programs, Monsanto provides a guarantee of the loans in the event of customer default. The terms of the guarantees are equivalent to the terms of the bank loans. The liability for the guarantees is recorded at an amount that approximates fair value and is based on the company’s historical collection experience with customers that participate in the program and a current assessment of credit exposure. The guarantee liability recorded by Monsanto was $4 million and $5 million as of Feb. 28, 2010, and Aug. 31, 2009, respectively. If performance is required under the guarantee, Monsanto may retain amounts that are subsequently collected from customers. The maximum potential amount of future payments under the guarantees was $52 million as of Feb. 28, 2010. The loan balance outstanding for these programs was $52 million and $48 million as of Feb. 28, 2010, and Aug. 31, 2009, respectively.

In August 2009, Monsanto entered into an agreement in the United States to sell customer receivables up to a maximum of $500 million and to service such accounts. The program will terminate in August 2012. These receivables qualify for sales treatment under the Transfers and Servicing topic of the ASC and accordingly, the proceeds are included in net cash provided by operating activities in the Statements of Consolidated Cash Flows. The gross amount of receivables sold totaled $2 million for the first six months of fiscal year 2010. The agreement includes recourse provisions and thus a liability was established at the time of sale which approximates fair value based upon the company’s historical collection experience with such receivables and a current assessment of credit exposure. The recourse liability recorded by Monsanto was $2 million as of Feb. 28, 2010, and Aug. 31, 2009. The maximum potential amount of future payments under the recourse provisions of the agreement was $4 million as of Feb. 28, 2010. The outstanding balance of the receivables sold was $14 million and $319

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED (continued)

million as of Feb. 28, 2010, and Aug. 31, 2009, respectively. There were delinquent accounts of $14 million as of Feb. 28, 2010, and there were no delinquent accounts as of Aug. 31, 2009.

Monsanto also sells accounts receivable in European regions, both with and without recourse. These sales qualify for sales treatment under the Transfers and Servicing topic of the ASC and accordingly, the proceeds are included in net cash provided by operating activities in the Statements of Consolidated Cash Flows. The gross amounts of receivables sold totaled $15 million and $1 million for the first six months of fiscal years 2010 and 2009, respectively. The liability for the guarantees for sales with recourse is recorded at an amount that approximates fair value and is based on the company’s historical collection experience for the customers associated with the sale of the receivables and a current assessment of credit exposure. The liability recorded by Monsanto was less than $1 million as of Feb. 28, 2010, and Aug. 31, 2009. The maximum potential amount of future payments under the recourse provisions of the agreements was $5 million as of Feb. 28, 2010. The outstanding balance of the receivables sold was $5 million and $57 million as of Feb. 28, 2010, and Aug. 31, 2009, respectively. There were no delinquent loans as of Feb. 28, 2010, or Aug. 31, 2009.

NOTE 5. RESTRUCTURING

Restructuring charges were recorded in the Statements of Consolidated Operations as follows:

		Three Months Ended				Six Months Ended
(Dollars in millions)		Feb. 28, 2010				Feb. 28, 2010
Costs of Goods Sold(1)		$	(54	)		$	(54	)
Restructuring Charges, Net(1)(2)			(30	)			(44	)
Loss from Continuing Operations Before Income Taxes			(84	)			(98	)
Income Tax Benefit			30				31
Net Loss		$	(54	)		$	(67	)

On June 23, 2009, the company’s Board of Directors approved a restructuring plan (2009 Restructuring Plan) to take future actions to reduce costs in light of the changing market supply environment for glyphosate. The company created a separate division for its ROUNDUP and other herbicides business, which is expected to better align spending and working capital needs. This action is designed to enable Monsanto to stabilize the ROUNDUP business and allow it to deliver optimal gross profit and a sustainable level of operating cash in the coming years. The company also announced that it will take steps to better align the resources of its global seeds and traits business. These actions include certain product and brand rationalization within the vegetables and U.S. corn businesses. On Sept. 9, 2009, the company committed to take additional actions related to the previously announced restructuring plan. The plan is expected to be completed by the end of fiscal year 2010.

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED (continued)

The following table displays the pretax charges of $84 million and $98 million incurred by segment under the 2009 Restructuring Plan for the three and six months ended Feb. 28, 2010, respectively, as well as the cumulative pretax charges of $504 million under the 2009 Restructuring Plan.

		Three Months Ended Feb. 28, 2010												Six Months Ended Feb. 28, 2010
		Seeds and				Agricultural								Seeds and				Agricultural
(Dollars in millions)		Genomics				Productivity				Total				Genomics				Productivity				Total
Work Force Reductions		$	3			$	1			$	4			$	4			$	11			$	15
Facility Closures / Exit Costs			2				24				26				3				25				28
Asset Impairments
Property, plant and equipment			—				—				—				1				—				1
Inventory			54				—				54				54				—				54
Total Restructuring Charges, Net		$	59			$	25			$	84			$	62			$	36			$	98

		Cumulative Amount through Feb. 28, 2010
		Seeds and				Agricultural
(Dollars in millions)		Genomics				Productivity				Total
Work Force Reductions		$	179			$	74			$	253
Facility Closures / Exit Costs			6				72				78
Asset Impairments
Property, plant and equipment			32				4				36
Inventory			78				—				78
Other intangible assets			59				—				59
Total Restructuring Charges, Net		$	354			$	150			$	504

The company’s written human resource policies are indicative of an ongoing benefit arrangement with respect to severance packages. Benefits paid pursuant to an ongoing benefit arrangement are specifically excluded from the Exit or Disposal Cost Obligations topic of the ASC, therefore severance charges incurred in connection with the 2009 Restructuring Plan are accounted for when probable and estimable as required under the Compensation — Nonretirement Postemployment Benefits topic of the ASC.

In the six months ended Feb. 28, 2010, pretax restructuring charges of $98 million were recorded. The $15 million in work force reductions relate primarily to Europe. The facility closures/exit costs of $28 million relate primarily to the finalization of the termination of a chemical supply contract in the United States. In asset impairments, inventory impairments of $54 million recorded in cost of goods sold related to discontinued corn seed products in the United States.

The following table summarizes the activities related to the company’s 2009 Restructuring Plan. See Note 3 — Business Combinations — for restructuring reserves related to acquisitions.

		Work Force				Facility Closures /				Asset
(Dollars in millions)		Reductions				Exit Costs				Impairments				Total
Beginning Liability as of Aug. 31, 2009		$	216			$	50			$	—			$	266
Restructuring charges recognized in first six months of fiscal year 2010			15				28				55				98
Cash payments			(101	)			(23	)			—				(124	)
Asset impairments and write-offs			—				—				(55	)			(55	)
Foreign currency impact			(1	)							—				(1	)
Ending Liability as of Feb. 28, 2010		$	129			$	55			$	—			$	184

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED (continued)

NOTE 6. RECEIVABLES

Trade receivables on the Condensed Statements of Consolidated Financial Position are net of allowances of $180 million and $162 million as of Feb. 28, 2010, and Aug. 31, 2009, respectively.

Long-term receivables on the Condensed Statements of Consolidated Financial Position are net of allowances of $179 million and $172 million as of Feb. 28, 2010, and Aug. 31, 2009, respectively.

NOTE 7. INVENTORY

Components of inventory are:

		As of Feb. 28,				As of Aug. 31,
(Dollars in millions)		2010				2009
Finished Goods		$	1,429			$	1,362
Goods In Process			1,433				1,340
Raw Materials and Supplies			490				417
Inventory at FIFO Cost			3,352				3,119
Excess of FIFO over LIFO Cost			(153	)			(185	)
Total		$	3,199			$	2,934

NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the net carrying amount of goodwill for the first six months of fiscal year 2010, by segment, are as follows:

		Seeds and				Agricultural
(Dollars in millions)		Genomics				Productivity				Total
Balance as of Aug. 31, 2009		$	3,156			$	62			$	3,218
Acquisition activity (see Note 3)			13				—				13
Effect of foreign currency translation adjustments and other			(5	)			—				(5	)
Balance as of Feb. 28, 2010		$	3,164			$	62			$	3,226

In the six months ended Feb. 28, 2010, goodwill increased due to the 2010 acquisition of Seminium and the updating of the preliminary purchase price allocations for some of the 2009 acquisitions. See Note 3 — Business Combinations — for further information.

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED (continued)

Information regarding the company’s other intangible assets is as follows:

		As of Feb. 28, 2010												As of Aug. 31, 2009
		Carrying				Accumulated								Carrying				Accumulated
(Dollars in millions)		Amount				Amortization				Net				Amount				Amortization				Net
Acquired Germplasm		$	1,168			$	(622	)		$	546			$	1,172			$	(604	)		$	568
Acquired Biotechnology Intellectual Property			835				(625	)			210				829				(589	)			240
Trademarks			347				(87	)			260				345				(81	)			264
Customer Relationships			321				(100	)			221				317				(88	)			229
Other			123				(47	)			76				110				(40	)			70
Total		$	2,794			$	(1,481	)		$	1,313			$	2,773			$	(1,402	)		$	1,371

The increases in other intangible assets during the six months ended Feb. 28, 2010, primarily resulted from the acquisition of Seminium described in Note 3 — Business Combinations.

Total amortization expense of other intangible assets was $39 million in second quarter of fiscal year 2010 and $39 million in second quarter of fiscal year 2009. Total amortization expense of other intangible assets was $79 million for the six months ended Feb. 28, 2010, and $72 million for the six months ended Feb. 28, 2009. Estimated intangible asset amortization expense for each of the five succeeding fiscal years for owned assets as of Feb. 28, 2010, has not changed significantly from the amounts disclosed in Monsanto’s Report on Form 10-K for the fiscal year ended Aug. 31, 2009.

NOTE 9. INVESTMENTS AND EQUITY AFFILIATES

Investments

Monsanto has investments in long-term equity securities, which are considered available-for-sale. As of Feb. 28, 2010, and Aug. 31, 2009, these long-term debt and equity securities are recorded in other assets in the Condensed Statements of Consolidated Financial Position at a fair value of $36 million and $25 million, respectively. Net unrealized losses (net of deferred taxes) of $4 million and $6 million are included in accumulated other comprehensive loss in shareowners’ equity related to these investments as of Feb. 28, 2010, and Aug. 31, 2009, respectively.

Equity Affiliates

Monsanto owns a 19 percent interest in a seed supplier that produces, conditions, and distributes corn and soybean seeds. Monsanto is accounting for this investment as an equity method investment as Monsanto has the ability to exercise significant influence over the seed supplier. As of Feb. 28, 2010, and Aug. 31, 2009, this investment is recorded in other assets in the Condensed Statements of Consolidated Financial Position at $62 million and $60 million, respectively. Monsanto purchased $101 million and $109 million of inventory from the seed supplier for the three and six months ended Feb. 28, 2010, respectively, and $41 million and $140 million for the three and six months ended Feb. 28, 2009. There were no sales of inventory to the seed supplier in either 2010 or 2009. As of Feb. 28, 2010, and Aug. 31, 2009, the amount payable to the seed supplier was $18 million and $84 million, respectively, and recorded in accounts payable in the Condensed Statements of Consolidated Financial Position. As of Feb. 28, 2010, there were no prepayments, while the prepayment as of Aug. 31, 2009, was $5 million, included in other current assets in the Condensed Statements of Consolidated Financial Position related to inventory delivered in fiscal year 2010.

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED (continued)

NOTE 10. DEFERRED REVENUE

In first quarter 2008, Monsanto entered into a corn herbicide tolerance and insect control trait technologies agreement with Pioneer Hi-Bred International, Inc., a wholly-owned subsidiary of E. I. du Pont de Nemours and Company. Among its provisions, the agreement modified certain existing corn license agreements between the parties, included provisions under which the parties agreed not to assert certain intellectual property rights against each other, and granted each party the right to use certain regulatory data of the other in order to develop additional products. As a result of the new agreement which requires fixed annual payments, the company recorded a receivable and deferred revenue of $635 million in first quarter 2008. Cumulative cash receipts will be $725 million over an eight-year period. Revenue of $20 million related to this agreement was recorded for the three months ended Feb. 28, 2010, and Feb. 28, 2009, and revenue of $40 million was recorded for the six months ended Feb. 28, 2010, and Feb. 28, 2009. As of Feb. 28, 2010, and Aug. 31, 2009, the remaining receivable balance is $462 million and $543 million, respectively. The majority of this balance is included in long-term receivables, and the current portion is included in trade receivables. As of Feb. 28, 2010, and Aug. 31, 2009, the remaining deferred revenue balance is $436 million and $476 million, respectively. The majority of this balance is included in long-term deferred revenue, and the current portion is included in deferred revenue in the Condensed Statements of Consolidated Financial Position. The interest portion of this receivable is reported in interest income and totaled $4 million and $8 million for the three and six months ended Feb. 28, 2010, respectively. Interest income for the three and six months ended Feb. 28, 2009, was $5 million and $10 million, respectively.

In third quarter 2008, Monsanto and Syngenta entered into a GENUITY ROUNDUP READY 2 YIELD Soybean License Agreement. The agreement grants Syngenta access to Monsanto’s GENUITY ROUNDUP READY 2 YIELD Soybean technology in consideration of royalty payments from Syngenta, based on sales. Under this agreement Syngenta will fulfill the contractual sales volumes over a nine-year period. The minimum obligation from Syngenta over this period is $81 million. As of Feb. 28, 2010, and Aug. 31, 2009, the remaining receivable balance is $71 million and $70 million, respectively, related to the net present value of expected payments under this agreement. The majority of this balance is included in long-term receivables on the Condensed Statements of Consolidated Financial Position and the current portion is included in trade receivables. The interest portion of this receivable is reported in interest income in the Statements of Consolidated Operations and was less than $1 million and $1 million for both the three and six months ended Feb. 28, 2010, and Feb. 28, 2009. As of Feb. 28, 2010, and Aug. 31, 2009, the remaining deferred revenue balance of $66 million and $70 million, respectively, is included in long-term deferred revenue in the Condensed Statements of Consolidated Financial Position and the current portion is included in deferred revenue.

NOTE 11. INCOME TAXES

Management regularly assesses the tax risk of the company’s tax return filing positions for all open years and establishes reserves accordingly. In the first half of 2010, statutes expired in several jurisdictions and several domestic and ex-US tax matters were resolved favorably. In addition, favorable adjustments were recorded as a result of the preparation of tax returns in several jurisdictions. Primarily as a result of these items, Monsanto recorded a tax benefit of $32 million in the first half of 2010.

During the first half of 2009 several domestic and ex-US tax matters were resolved favorably. On Oct. 3, 2008, the retroactive extension of the research and development credit was enacted as part of the Emergency Economic Stabilization Act of 2008. During the first half of 2009, Monsanto recorded an income tax benefit of $95 million primarily as a result of these items.

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED (continued)

NOTE 12. DEBT AND OTHER CREDIT ARRANGEMENTS

Monsanto plans to issue new fixed-rate debt on or before Aug. 15, 2012, to repay $486 million of 7³/₈% Senior Notes that are due on Aug. 15, 2012. In March 2009, the company entered into forward-starting interest rate swaps with a total notional amount of $250 million. The purpose of the swaps was to hedge the variability of the forecasted interest payments on this expected debt issuance that may result from changes in the benchmark interest rate before the debt is issued. Unrealized gains, net of tax, of $12 million and $9 million were recorded in accumulated other comprehensive loss to reflect the after tax change in the fair value of the forward-starting interest rate swaps as of Feb. 28, 2010, and Aug. 31, 2009, respectively. These swaps are accounted for under the Derivatives and Hedging topic of the ASC.

As of Feb. 28, 2010, Monsanto did not have any commercial paper outstanding.

The fair value of the total short-term debt was $114 million and $79 million as of Feb. 28, 2010, and Aug. 31, 2009, respectively. The fair value of the total long-term debt was $1,843 million and $1,863 million as of Feb. 28, 2010, and Aug. 31, 2009, respectively.

NOTE 13. FAIR VALUE MEASUREMENTS

Effective Sept. 1, 2008, Monsanto adopted a standard which provides a framework for measuring fair value. The standard also eliminates the deferral of gains and losses at inception associated with certain derivative contracts whose fair value was not evidenced by observable market data. The standard requires that the impact of this change in accounting for derivative contracts be recorded as an adjustment to opening retained earnings in the period of adoption. Monsanto did not have any deferred gains or losses at inception of derivative contracts and therefore no adjustment to opening retained earnings was made upon adoption of the standard.

Monsanto determines the fair market value of its financial assets and liabilities based on quoted market prices, estimates from brokers, and other appropriate valuation techniques. The company uses the fair value hierarchy established in the Fair Value Measurements and Disclosures topic of the ASC, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy contains three levels as follows, with Level 3 representing the lowest level of input:

     Level 1 — Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

     Level 2 — Values based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or model-based valuation techniques for which all significant assumptions are observable in the market.

     Level 3 — Values generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions would reflect our own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques could include use of option pricing models, discounted cash flow models and similar techniques.

The following tables set forth by level Monsanto’s assets and liabilities that were accounted for at fair value on a recurring basis as of Feb. 28, 2010, and Aug. 31, 2009. As required by the Fair Value Measurements and Disclosures topic of the ASC, assets and liabilities are classified in their entirety based on the lowest level of input that is a significant component of the fair value measurement. Monsanto’s assessment of the significance of a particular input to the fair value measurement requires

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED (continued)

judgment and may affect the classification of fair value assets and liabilities within the fair value hierarchy levels.

		Fair Value Measurements at Feb. 28, 2010 Using
														Cash
														Collateral				Net
(Dollars in millions)		Level 1				Level 2				Level 3				Offset(1)				Balance
Assets at Fair Value:
Cash equivalents		$	1,276			$	—			$	—			$	—			$	1,276
Debt and Equity securities			32				—				4				—				36
Derivative assets related to:
Foreign currency			—				32				—				—				32
Interest rates			—				19				—				—				19
Commodities			11				6				—				(11	)			6
Total Assets at Fair Value		$	1,319			$	57			$	4			$	(11	)		$	1,369
Liabilities at Fair Value:
Derivative liabilities related to:
Foreign currency			—				15				—				—				15
Commodities			4				25				—				(4	)			25
Total Liabilities at Fair Value		$	4			$	40			$	—			$	(4	)		$	40
		Fair Value Measurements at Aug. 31, 2009 Using
														Cash
														Collateral				Net
(Dollars in millions)		Level 1				Level 2				Level 3				Offset(1)				Balance
Assets at Fair Value:
Cash equivalents		$	1,548			$	—			$	—			$	—			$	1,548
Equity securities			25				—				—				—				25
Derivative assets related to:
Foreign currency			—				34				—				—				34
Interest rates			—				14				—				—				14
Commodities			2				—				—				(2	)			—
Total Assets at Fair Value		$	1,575			$	48			$	—			$	(2	)		$	1,621
Liabilities at Fair Value:
Derivative liabilities related to:
Foreign currency			—				37				—				—				37
Commodities			93				31				—				(93	)			31
Total Liabilities at Fair Value		$	93			$	68			$	—			$	(93	)		$	68

(1)

As allowed by the Derivatives and Hedging topic of the ASC, commodity derivative assets and liabilities have been offset by cash collateral due and paid under a master netting arrangement.

As discussed in Note 4 — Customer Financing Programs, Monsanto purchased available-for-sale securities in second quarter of fiscal year 2010, which are recorded in other assets in the Condensed Statements of Consolidated Financial Position. The initial investment is measured at fair value using an independent pricing source and subsequently adjusted for expected future credit losses. Because the credit losses are based on internal assumptions, these investments are considered to be Level 3.

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED (continued)

The following table summarizes the changes in fair value of the Level 3 asset as of Feb. 28, 2010.

		Three Months				Six Months Ended
		Ended				Ended
(Dollars in millions)		Feb. 28, 2010				Feb. 28, 2010
Beginning Balance		$	—			$	—
Purchases, sales, issuances, settlements and payments received			6				6
Unrealized loss in investments included in accumulated other comprehensive loss			(2	)			(2	)
Ending Balance		$	4			$	4

Disclosures for nonfinancial assets and liabilities that are measured at fair value, but are recognized and disclosed as fair value on a nonrecurring basis, were required prospectively beginning Sept. 1, 2009. During the three and six months ended Feb. 28, 2010, there were no significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition.

The recorded amounts of cash, trade receivables, miscellaneous receivables, third-party guarantees, accounts payable, grower accruals, accrued marketing programs, miscellaneous short-term accruals, and short-term debt approximate their fair values as of Feb. 28, 2010, and Aug. 31, 2009.

NOTE 14. FINANCIAL INSTRUMENTS

Monsanto’s business and activities expose it to a variety of market risks, including risks related to changes in commodity prices, foreign-currency exchange rates and interest rates. These financial exposures are monitored and managed by the company as an integral part of its market risk management program. This program recognizes the unpredictability of financial markets and seeks to reduce the potentially adverse effects that market volatility could have on operating results. As part of its market risk management strategy, Monsanto uses derivative instruments to protect fair values and cash flows from fluctuations caused by volatility in currency exchange rates, commodity prices and interest rates.

Cash Flow Hedges

The company uses foreign-currency options and foreign-currency forward contracts as hedges of anticipated sales or purchases denominated in foreign currencies. The company enters into these contracts to protect itself against the risk that the eventual net cash flows will be adversely affected by changes in exchange rates.

Monsanto’s commodity price risk management strategy is to use derivative instruments to minimize significant unanticipated earnings fluctuations that may arise from volatility in commodity prices. Price fluctuations in commodities, mainly in corn and soybeans, can cause the actual prices paid to production growers for corn and soybean seeds to differ from anticipated cash outlays. Monsanto uses commodity futures and options contracts to manage these risks. Monsanto’s energy risk management strategy is to use derivative instruments to minimize significant unanticipated manufacturing cost fluctuations that may arise from volatility in natural gas prices and diesel prices.

Monsanto’s interest rate risk management strategy is to use derivative instruments to minimize significant unanticipated earnings fluctuations that may arise from volatility in interest rates of the company’s borrowings and to manage the interest rate sensitivity of its debt.

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

The maximum term over which the company is hedging exposures to the variability of cash flow (for all forecasted transactions) is 18 months for foreign-currency hedges, 49 months for commodity hedges and 30 months for interest rate

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED (continued)

hedges. During the next 12 months, a pretax net loss of approximately $40 million will be reclassified from other comprehensive income into earnings. During the three and six months ended Feb. 28, 2010, a loss of $25 million and $29 million, respectively, was reclassified into earnings as a result of the discontinuance of cash flow hedges because it was probable that the original forecasted transaction would not occur by the end of the originally specified time period. No cash flow hedges were discontinued during the three and six months ended Feb. 28, 2009.

Fair-Value Hedges

The company uses commodity futures and options contracts as fair-value hedges to manage the value of its soybean inventory. For derivative instruments that are designated and qualify as a fair-value hedge, both the gain or loss on the derivative and the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings.

The difference between the carrying value and the fair value of hedged items classified as fair-value hedges was offset by the change in fair value of the related derivatives. Accordingly, hedge ineffectiveness for fair-value hedges, determined in accordance with the Derivatives and Hedging topic of the ASC, had an immaterial effect on earnings in the three and six months ended Feb. 28, 2010, and Feb. 28, 2009. No fair-value hedges were discontinued during the three and six months ended Feb. 28, 2010, or Feb. 28, 2009.

Net Investment Hedges

In order to protect the value of its investment from adverse changes in exchange rates, the company may, from time to time, hedge a portion of its net investment in one or more of its foreign subsidiaries. Gains or losses on derivative instruments that are designated as a net investment hedge are included in accumulated foreign currency translation adjustment and reclassified into earnings in the period during which the hedged net investment is sold or liquidated.

Derivatives Not Designated as Hedging Instruments

The company uses foreign-currency contracts to hedge the effects of fluctuations in exchange rates on foreign-currency-denominated third-party and intercompany receivables and payables. Both the gain or loss on the derivative and the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings.

The company uses commodity option contracts to hedge anticipated cash payments to corn growers in Mexico and Brazil, which can fluctuate based on changes in corn price. Because these option contracts do not meet the provisions specified by the Derivatives and Hedging topic of the ASC, they do not qualify for hedge accounting treatment. Accordingly, the gain or loss on these derivatives is recognized in current earnings.

To reduce credit exposure in Latin America, Monsanto collects payments on certain customer accounts in grain. Such payments in grain are negotiated at the time Monsanto’s products are sold to the customers and are valued at the prevailing grain commodity prices. By entering into forward sales contracts related to grain, Monsanto may choose to mitigate the commodity price exposure from the time a contract is signed with a customer until the time the grain is collected from the customer by a grain merchant on Monsanto’s behalf. The forward sales contracts are not designated as hedging instruments under the Derivatives and Hedging topic of the ASC. Accordingly, the gain or loss on these derivatives is recognized in current earnings.

Financial instruments are neither held nor issued by the company for trading purposes.

MONSANTO COMPANY		SECOND QUARTER 2010 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED (continued)

The notional amounts of the company’s derivative instruments outstanding as of Feb. 28, 2010, and Aug. 31, 2009, were as follows:

		As of Feb. 28,				As of Aug. 31,
(Dollars in millions)		2010				2009
Derivatives Designated as Hedges:
Foreign exchange contracts		$	524			$	718
Commodity contracts			712				716
Interest rate contracts			250				250
Total Derivatives Designated as Hedges		$	1,486			$	1,684
Derivatives Not Designated as Hedges:
Foreign exchange contracts		$	998			$	1,391
Commodity contracts			185				1
Total Derivatives Not Designated as Hedges		$	1,183			$	1,392

The fair values of the company’s derivative instruments outstanding as of Feb. 28, 2010, and Aug. 31, 2009, were as follows:

		Balance Sheet Location		Fair Value(1)
				As of Feb. 28,				As of Aug. 31,
(Dollars in millions)				2010				2009
Asset Derivatives:
Derivatives designated as hedges:
Foreign exchange contracts		Miscellaneous receivables		$	19			$	14
Foreign exchange contracts		Other assets			9				13
Commodity contracts		Other current assets(2)			10				1
Commodity contracts		Other assets(2)			1				1
Interest rate contracts		Other assets			19				14
Total derivatives designated as hedges					58				43
Derivatives not designated as hedges:
Foreign exchange contracts		Miscellaneous receivables			4				7
Commodity contracts		Trade receivables, net			2				—
Commodity contracts		Miscellaneous receivables			4				—
Total derivatives not designated as hedges					10				7
Total Asset Derivatives				$	68			$	50
Liability Derivatives:
Derivatives designated as hedges:
Foreign exchange contracts		Miscellaneous short-term accruals		$	6			$	10
Commodity contracts		Other current assets(2)			3				85
Commodity contracts		Other assets(2)			—				7
Commodity contracts		Miscellaneous short-term accruals			10				19
Commodity contracts		Other liabilities			9				12
Total derivatives designated as hedges					28				133
Derivatives not designated as hedges:
Foreign exchange contracts		Miscellaneous short-term accruals			9				27
Commodity contracts		Trade receivables, net			5				—
Commodity contracts		Other current assets(2)			1				1
Commodity contracts		Miscellaneous short-term accruals			1				—
Total derivatives not designated as hedges					16				28
Total Liability Derivatives				$	44			$	161