10-Q

MONSANTO COMPANY THIRD QUARTER 2012 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

For the quarterly period ended May 31, 2012

or

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

For the transition period from             to             

Commission file number 001-16167

MONSANTO COMPANY

(Exact name of registrant as specified in its charter)

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

(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 ¨

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 ¨

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	¨	Non-accelerated filer  ¨	Smaller reporting company	¨
	(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 ¨ No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 532,950,060 shares of Common Stock, $0.01 par value, outstanding as of June 25, 2012.

MONSANTO COMPANY THIRD QUARTER 2012 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 and the previously announced SEC investigation; the previously reported material weakness in our internal control over financial reporting; 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, 2011.

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.

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MONSANTO COMPANY THIRD QUARTER 2012 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
	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	34
	Overview	34
	Results of Operations — Third Quarter Fiscal Year 2012	36
	Seeds and Genomics Segment	39
	Agricultural Productivity Segment	40
	Restructuring	41
	Financial Condition, Liquidity, and Capital Resources	43
	Outlook	47
	Critical Accounting Policies and Estimates	50
	New Accounting Standards	50
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51
Item 4.	Controls and Procedures	52
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 6.	Exhibits	55
SIGNATURE		56
EXHIBIT INDEX		57

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MONSANTO COMPANY THIRD QUARTER 2012 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 nine months ended May 31, 2012, and May 31, 2011, the Condensed Statements of Consolidated Financial Position as of May 31, 2012, and Aug. 31, 2011, the Statements of Consolidated Cash Flows for the nine months ended May 31, 2012, and May 31, 2011, the Statements of Consolidated Shareowners’ Equity and Comprehensive Income for the nine months ended May 31, 2012, and year ended Aug. 31, 2011, 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.

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

Statements of Consolidated Operations

Unaudited	Three Months Ended May 31,				Nine Months Ended May 31,
(Dollars in millions, except per share amounts)	2012		2011		2012		2011
Net Sales		$4,219		$3,608		$11,406		$9,575
Cost of goods sold		1,856		1,635		5,242		4,468
Gross Profit		2,363		1,973		6,164		5,107
Operating Expenses:
Selling, general and administrative expenses		638		591		1,681		1,543
Research and development expenses		375		360		1,079		983
Restructuring charges, net		—		1		—		9
Total Operating Expenses		1,013		952		2,760		2,535
Income from Operations		1,350		1,021		3,404		2,572
Interest expense		39		35		139		117
Interest income		(21)		(17)		(59)		(51)
Other expense, net		3		15		46		38
Income from Continuing Operations Before Income Taxes		1,329		988		3,278		2,468
Income tax provision		361		276		971		714
Income from Continuing Operations Including Portion Attributable to Noncontrolling Interest		$968		$712		$2,307		$1,754
Discontinued Operations:
Income (loss) from operations of discontinued businesses		(3)		—		8		4
Income tax provision (benefit)		(1)		—		3		1
Income (Loss) on Discontinued Operations		(2)		—		5		3
Net Income		$966		$712		$2,312		$1,757
Less: Net income attributable to noncontrolling interest		29		20		38		38
Net Income Attributable to Monsanto Company		$937		$692		$2,274		$1,719
Amounts Attributable to Monsanto Company:
Income from continuing operations		$939		$692		$2,269		$1,716
Income (loss) on discontinued operations		(2)		—		5		3
Net Income Attributable to Monsanto Company		$937		$692		$2,274		$1,719
Basic Earnings per Share Attributable to Monsanto Company:
Income from continuing operations		$1.76		$1.29		$4.25		$3.20
Income on discontinued operations		—		—		0.01		—
Net Income Attributable to Monsanto Company		$1.76		$1.29		$4.26		$3.20
Diluted Earnings per Share Attributable to Monsanto Company:
Income from continuing operations		$1.74		$1.28		$4.20		$3.16
Income on discontinued operations		—		—		0.01		0.01
Net Income Attributable to Monsanto Company		$1.74		$1.28		$4.21		$3.17
Weighted Average Shares Outstanding:
Basic		532.9		535.5		534.2		536.9
Diluted		538.8		541.2		540.2		542.9
Dividends Declared per Share		$—		$—		$0.60		$0.56

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

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

Condensed Statements of Consolidated Financial Position

Unaudited	As of May 31,			As of Aug. 31,
(Dollars in millions, except share amounts)	2012			2011
Assets
Current Assets:
Cash and cash equivalents (variable interest entities restricted - 2012: $91 and 2011: $96)	$	1,716		$	2,572
Short-term investments		302			302
Trade receivables, net (variable interest entities restricted - 2012: $77 and 2011: $51 )		3,727			2,117
Miscellaneous receivables		674			629
Deferred tax assets		659			446
Inventory, net		2,514			2,591
Other current assets		191			152
Total Current Assets		9,783			8,809
Total property, plant and equipment		8,556			8,697
Less accumulated depreciation		4,392			4,303
Property, Plant and Equipment, Net		4,164			4,394
Goodwill		3,282			3,365
Other Intangible Assets, Net		1,181			1,309
Noncurrent Deferred Tax Assets		595			873
Long-Term Receivables, Net		376			475
Other Assets		603			619
Total Assets	$	19,984		$	19,844
Liabilities and Shareowners’ Equity
Current Liabilities:
Short-term debt, including current portion of long-term debt	$	634		$	678
Accounts payable		584			839
Income taxes payable		440			117
Accrued compensation and benefits		470			427
Accrued marketing programs		778			1,110
Deferred revenues		370			373
Grower production accruals		100			87
Dividends payable		—			161
Customer payable		31			94
Restructuring reserves		12			24
Miscellaneous short-term accruals		863			819
Total Current Liabilities		4,282			4,729
Long-Term Debt		1,538			1,543
Postretirement Liabilities		468			509
Long-Term Deferred Revenue		259			337
Noncurrent Deferred Tax Liabilities		304			152
Long-Term Portion of Environmental and Litigation Liabilities		167			176
Other Liabilities		553			682
Total Liabilities		7,571			8,128
Redeemable Common Stock and Capital in Excess of $0.01 par value; 1,826,713 Shares issued and outstanding		141			—
Shareowners’ Equity:
Common stock (authorized: 1,500,000,000 shares, par value $0.01)
Issued 593,934,442 and 591,516,732 shares, respectively
Outstanding 532,288,083 and 535,297,120 shares, respectively		6			6
Treasury stock 61,646,359 and 56,219,612 shares, respectively, at cost		(3,036	)		(2,613	)
Additional contributed capital		10,162			10,096
Retained earnings		6,122			4,174
Accumulated other comprehensive loss		(1,176	)		(116	)
Reserve for ESOP debt retirement		(1	)		(2	)
Total Monsanto Company Shareowners’ Equity		12,077			11,545
Noncontrolling Interest		195			171
Total Shareowners’ Equity		12,272			11,716
Total Liabilities and Shareowners’ Equity	$	19,984		$	19,844

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

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

Statements of Consolidated Cash Flows

Unaudited	Nine Months Ended May 31,
(Dollars in millions)	2012			2011
Operating Activities:
Net Income		$2,312			$1,757
Adjustments to reconcile cash provided by operating activities:
Items that did not require (provide) cash:
Depreciation and amortization		466			457
Bad-debt expense		(9)			(6)
Stock-based compensation expense		102			83
Excess tax benefits from stock-based compensation		(33)			(24)
Deferred income taxes		195			(35)
Restructuring charges, net		—			9
Equity affiliate income, net		(11)			(12)
Net gain on sales of a business or other assets		(3)			(5)
Other items		51			48
Changes in assets and liabilities that provided (required) cash, net of acquisitions:
Trade receivables, net		(1,773)			(1,759)
Inventory, net		(134)			69
Deferred revenues		(35)			30
Accounts payable and other accrued liabilities		(171)			678
Restructuring cash payments		(11)			(164)
Pension contributions		(57)			(47)
Other items		(36)			(135)
Net Cash Provided by Operating Activities		853			944
Cash Flows Provided (Required) by Investing Activities:
Purchases of short-term investments		(444)			(430)
Maturities of short-term investments		444			180
Capital expenditures		(376)			(326)
Acquisition of businesses, net of cash acquired		(113)			(99)
Technology and other investments		(61)			(51)
Other investments and property disposal proceeds		8			19
Net Cash Required by Investing Activities		(542)			(707)
Cash Flows Provided (Required) by Financing Activities:
Net change in financing with less than 90-day maturities		(86)			(40)
Short-term debt proceeds		9			59
Short-term debt reductions		(21)			(33)
Long-term debt proceeds		—			300
Long-term debt reductions		(142)			(192)
Payments on other financing		(2)			(3)
Debt issuance costs		—			(3)
Treasury stock purchases		(423)			(486)
Stock option exercises		69			45
Excess tax benefits from stock-based compensation		33			24
Tax withholding on restricted stock and restricted stock units		(1)			(4)
Dividend payments		(482)			(452)
Proceeds from noncontrolling interest		101			69
Dividend payments to noncontrolling interest		(76)			(50)
Net Cash Required by Financing Activities		(1,021)			(766)
Cash Assumed from Initial Consolidations of Variable Interest Entities		—			77
Effect of Exchange Rate Changes on Cash and Cash Equivalents		(146)			41
Net Decrease in Cash and Cash Equivalents		(856	)		(411	)
Cash and Cash Equivalents at Beginning of Period		2,572			1,485
Cash and Cash Equivalents at End of Period		$1,716			$1,074

See Note 20 — Supplemental Cash Flow Information — for further details.

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

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

Statements of Consolidated Shareowners’ Equity and Comprehensive Income

	Monsanto Shareowners
Unaudited (Dollars in millions, except per share data)	Common Stock		Treasury Stock			Additional Contributed Capital			Retained Earnings			Accumulated Other Comprehensive (Loss)(1)			Reserve for ESOP Debt			Non-Controlling Interest			Total
Balance as of Aug. 31, 2010	$	6	$	(2,110	)	$	9,896		$	3,178		$	(897	)	$	(4	)	$	44		$	10,113
Net income		—		—			—			1,607			—			—			52			1,659
Foreign currency translation		—		—			—			—			510			—			4			514
Postretirement benefit plan activity, net of tax of $98		—		—			—			—			160			—			—			160
Unrealized net derivative gains,
net of tax of $77		—		—			—			—			110			—			—			110
Realized net derivative losses, net of tax of $5		—		—			—			—			1			—			—			1
Comprehensive income for 2011																			56			2,444
Treasury stock purchases		—		(503	)		—			—			—			—			—			(503	)
Restricted stock withholding		—		—			(4	)		—			—			—			—			(4	)
Issuance of shares under employee stock plans		—		—			65			—			—			—			—			65
Excess tax benefits from stock-based compensation		—		—			36			—			—			—			—			36
Stock-based compensation expense		—		—			103			—			—			—			—			103
Cash dividends of $1.14 per common share		—		—			—			(611	)		—			—			—			(611	)
Dividend payments to noncontrolling interest		—		—			—			—			—			—			(105	)		(105	)
Allocation of ESOP shares, net of dividends received		—		—			—			—			—			2			—			2
Proceeds from noncontrolling interest		—		—			—			—			—			—			69			69
Consolidation of VIEs		—		—			—			—			—			—			107			107
Balance as of Aug. 31, 2011	$	6	$	(2,613	)	$	10,096		$	4,174		$	(116	)	$	(2	)	$	171		$	11,716
Net income		—		—			—			2,274			—			—			38			2,312
Foreign currency translation		—		—			—			—			(944	)		—			(39	)		(983	)
Postretirement benefit plan activity, net of tax of $20		—		—			—			—			35			—			—			35
Unrealized net gains on investment holdings, net of tax of $4		—		—			—			—			5			—			—			5
Unrealized net derivative losses, net of tax of ($79)		—		—			—			—			(115	)		—			—			(115	)
Realized net derivative gains, net of tax of ($23)		—		—			—			—			(41	)		—			—			(41	)
Comprehensive (loss) income for 2012																			(1	)		1,213
Treasury stock purchases		—		(423	)		—			—			—			—			—			(423	)
Restricted stock withholding		—		—			(1	)		—			—			—			—			(1	)
Issuance of shares under employee stock plans		—		—			69			—			—			—			—			69
Reclassification to redeemable common shares(2)		—		—			(136	)		(5	)		—			—			—			(141	)
Excess tax benefits from stock-based compensation		—		—			33			—			—			—			—			33
Stock-based compensation expense		—		—			101			—			—			—			—			101
Cash dividends of $0.60 per common share		—		—			—			(321	)		—			—			—			(321	)
Dividend payments to noncontrolling interest		—		—			—			—			—			—			(76	)		(76	)
Allocation of ESOP shares, net of dividends received		—		—			—			—			—			1			—			1
Proceeds from noncontrolling interest		—		—			—			—			—			—			101			101
Balance as of May 31, 2012	$	6	$	(3,036	)	$	10,162		$	6,122		$	(1,176	)	$	(1	)	$	195		$	12,272

⁽¹⁾ See Note 18 — Comprehensive Income — for further details of the components of accumulated other comprehensive loss.

⁽²⁾  See Note 19 — Earnings Per Share and Redeemable Common Stock — includes 1.8 million shares and $141 million related to redeemable common stock.

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

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

NOTE 1. BACKGROUND AND BASIS OF PRESENTATION

Monsanto Company (the “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 and HARNESS brand herbicides and other herbicides. See Note 22 — 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 23 — 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/A for the fiscal year ended Aug. 31, 2011. Financial information for the first nine months of fiscal year 2012 should not be annualized because of the seasonality of the company’s business.

NOTE 2. NEW ACCOUNTING STANDARDS

In December 2011, the FASB issued a new accounting standard update which requires entities to disclose both gross and net information about both financial instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting agreement. The objective of the disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. Generally Accepted Accounting Principles and those entities that prepare their financial statements on the basis of International Financial Reporting Standards. This standard is effective for fiscal years, and interim periods within those years, beginning on or after Jan. 1, 2013. Retrospective presentation for all comparative periods presented is required. Accordingly, Monsanto will adopt this amendment in the first quarter of fiscal year 2014. The company is currently evaluating the impact of adoption on the consolidated financial statements.

In June 2011, the FASB issued an amendment to the Comprehensive Income topic of the ASC. This amendment eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareowners’ equity. The amendment is effective for fiscal years beginning after Dec. 15, 2011, and interim periods within that year. Accordingly, Monsanto will adopt this amendment in first quarter fiscal year 2013. The company is currently evaluating the impact of adoption on the consolidated financial statements.

In May 2011, the FASB issued a new accounting standard update, which amends the fair value measurement guidance and includes some enhanced disclosure requirements. The most significant change in disclosures is an expansion of the information required for Level 3 measurements based on unobservable inputs. The amendment is effective for interim and annual periods beginning after Dec. 15, 2011. Accordingly, Monsanto adopted this standard in the third quarter of fiscal year 2012.

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

NOTE 3. BUSINESS COMBINATIONS

2012 Acquisitions: In June 2012, Monsanto acquired 100 percent of the outstanding stock of Precision Planting, Inc., a planting technology developer based in Tremont, Illinois, for a total cash consideration of $210 million for the business, plus a performance-based payment of up to $40 million. Precision Planting develops technology to improve yields through on-farm planting performance. The acquisition of the company will become part of Monsanto’s Integrated Farming Systems unit, which utilizes advanced agronomic practices, seed genetics and innovative on-farm technology to deliver optimal yield to farmers while using fewer resources. Acquisition costs incurred in fiscal year 2012 were less than $1 million and were classified as selling, general, and administrative expenses. The acquisition of Precision Planting qualifies as a business under the Business Combinations topic of the ASC, and it is expected that goodwill and intangible assets will be recorded on the consolidated balance sheet. As of June 29, 2012, the initial accounting for the business combination has not been completed, including the measurement of certain intangible assets and goodwill.

In September 2011, Monsanto acquired 100 percent of the outstanding stock of Beeologics, a technology start-up business based in Israel, which researches and develops biological tools to provide targeted control of pests and diseases. The acquisition of the company, which qualifies as a business under the Business Combinations topic of the ASC, will allow Monsanto to further explore the use of biologicals broadly in agriculture to provide farmers with innovative approaches to the challenges they face. Monsanto intends to use the base technology from Beeologics as a part of its continuing discovery and development pipeline. Acquisition costs were approximately $1 million and were classified as selling, general, and administrative expenses. The total cash paid and the fair value of the acquisition was $113 million (net of cash acquired), and it was primarily allocated to goodwill and intangibles. The primary item that generated goodwill was the premium paid by the company for the right to control the acquired business and technology. The goodwill is deductible for tax purposes.

For the Beeologics acquisition, the business operations and expenses related to employees are included in the Seeds and Genomics segment results. The estimated fair values of the assets and liabilities, summarized in the table below, of the acquired entity represent the preliminary purchase price allocation. These allocations will be finalized as soon as the information becomes available, however not to exceed one year from the acquisition date.

(Dollars in millions)	Beeologics Acquisition
Current Assets	$	2
Goodwill		81
Other Intangible Assets		46
Acquired In-process Research and Development		3
Other Assets		5
Total Assets Acquired		137
Current Liabilities		11
Other Liabilities		12
Total Liabilities Assumed		23
Net Assets Acquired	$	114
Supplemental Information:
Net assets acquired	$	114
Cash acquired		1
Cash paid, net of cash acquired	$	113

Pro forma information related to the acquisition is not presented because the impact on the Company’s consolidated results of operations is not significant.

9

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

2011 Acquisitions: In February 2011, Monsanto acquired 100 percent of the outstanding stock of Divergence, Inc., a biotechnology research and development company located in St. Louis, Missouri. Acquisition costs were less than $1 million and were classified as selling, general, and administrative expenses. The total cash paid and the fair value of the acquisition was $71 million (net of cash acquired), and the purchase price was primarily allocated to intangibles and goodwill. The primary items that generated the 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.

In December 2010, Monsanto acquired 100 percent of the outstanding stock of Pannon Seeds, a seed processing plant located in Hungary, from IKR Production Development and Commercial Corporation. The acquisition of this plant, which qualifies as a business under the Business Combinations topic of the ASC, allows Monsanto to reduce third party seed production in Hungary. Acquisition costs were less than $1 million and were classified as selling, general, and administrative expenses. The total fair value of the acquisition was $32 million, and the purchase price was primarily allocated to fixed assets and goodwill. This fair value includes $28 million of cash paid (net of cash acquired) and $4 million related to assumed liabilities. The primary items that generated the 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.

NOTE 4. CUSTOMER FINANCING PROGRAMS

Monsanto participates in a revolving financing program in Brazil that allows Monsanto to transfer up to 1 billion Brazilian reais (approximately $495 million) for select customers in Brazil to a special purpose entity (SPE), formerly a qualified special purpose entity (QSPE). Third parties, primarily investment funds, hold an 88 percent senior interest in the entity, and Monsanto holds the remaining 12 percent interest. Under the arrangement, a recourse provision requires Monsanto to cover the first 12 percent of credit losses within the program. The company has evaluated its relationship with the entity under updated guidance within the Consolidation topic of the ASC and, as a result, the entity has been consolidated on a prospective basis effective Sept. 1, 2010. For further information on this topic, see Note 5 — Variable Interest Entities.

Monsanto has an agreement in the United States to sell customer receivables up to a maximum of $500 million and to service such accounts. 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 $325 million and $3 million for the first nine months of fiscal years 2012 and 2011, respectively. The agreement includes recourse provisions and thus a liability is established at the time of sale that approximates fair value based upon the company’s historical collection experience and a current assessment of credit exposure. The recourse liability recorded by Monsanto was $1 million as of May 31, 2012. There was no recourse liability recorded by Monsanto as of Aug. 31, 2011. The maximum potential amount of future payments under the recourse provisions of the agreement was $7 million as of May 31, 2012. The outstanding balance of the receivables sold was $111 million and $3 million as of May 31, 2012, and Aug. 31, 2011, respectively. There were delinquent accounts of $2 million and $3 million as of May 31, 2012, and Aug. 31, 2011, respectively.

Monsanto also sells accounts receivable in the United States and European regions, both with and without recourse. The sales within these programs 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 $5 million for the first nine months of fiscal years 2012 and 2011. The liability for the guarantees for sales with recourse is recorded at an amount that approximates fair value, 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. There was no liability balance as of May 31, 2012, or Aug. 31, 2011. There was no maximum potential amount of future payments under the recourse provisions of the agreements as of May 31, 2012. The outstanding balance of receivables sold was $4 million and $55 million as of May 31, 2012, and Aug. 31, 2011, respectively. There were no delinquent loans as of May 31, 2012, or Aug. 31, 2011.

Monsanto has additional agreements with lenders to establish programs that provide financing of up to 550 million Brazilian reais (approximately $270 million) for selected customers in Brazil. Monsanto provides a guarantee of the accounts in the event of customer default. The term of the guarantee is equivalent to the term of the bank loans. The liability for the

10

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

guarantees is recorded at an amount that approximates fair value, based on the company’s historical collection experience with customers that participate in the program and a current assessment of credit exposure. There was no liability balance as of May 31, 2012. The guarantee liability recorded by Monsanto was $1 million as of Aug. 31, 2011. If performance is required under the guarantee, Monsanto may retain amounts that are subsequently collected from customers. There was no maximum potential amount of future payments under the guarantee as of May 31, 2012. The account balance outstanding for these programs was $34 million and $49 million as of May 31, 2012, and Aug. 31, 2011, respectively. There were no delinquent loans as of May 31, 2012. There were delinquent loans of $1 million as of Aug. 31, 2011.

Monsanto also has similar agreements with banks that provide financing to its customers in the United States, Europe and Latin America where Monsanto provides a guarantee of the accounts in the event of customer default. There was no maximum potential amount of future payments under the guarantees as of May 31, 2012. The guarantee liability recorded by Monsanto was $2 million as of May 31, 2012, and Aug. 31, 2011. The account balance outstanding for these programs was $34 million and $33 million as of May 31, 2012, and Aug. 31, 2011, respectively. There were delinquent loans of $1 million as of May 31, 2012. There were no delinquent loans as of Aug. 31, 2011.

NOTE 5. VARIABLE INTEREST ENTITIES

Effective Sept. 1, 2010, Monsanto prospectively adopted the accounting standard update regarding improvements to financial reporting by enterprises involving variable interest entities (VIEs). A VIE is a legal entity that lacks sufficient equity to finance its activities, or the equity investors of the entity as a group lack any of the characteristics of a controlling interest. Monsanto is involved with various special purpose entities and other entities that are deemed to be VIEs. Monsanto has determined that the company holds variable interests in entities that are established as revolving financing programs. These programs allow the company to transfer a limited amount of customer receivables to a VIE. As of May 31, 2012, there is a program in Brazil. As of Aug. 31, 2011, one program is in Brazil and the other is in Argentina. In addition, Monsanto has various variable interests in biotechnology companies that focus on plant gene research, development, and commercialization. These variable interests have also been determined to be VIEs.

If a company is considered the primary beneficiary of a VIE, the company is required to consolidate the entity. The primary beneficiary of a VIE is the enterprise that has both the power to direct the activities most significant to the economic performance of the VIE and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. For all VIEs in which the company has a variable interest, the company performs ongoing qualitative assessments to determine whether it is the primary beneficiary. In determining whether Monsanto is the primary beneficiary, a number of factors are considered, including the structure of the entity, contractual provisions that grant any additional rights to influence or control the economic performance of the VIE, and the company’s obligation to absorb significant losses. In addition, the company determines which activities most significantly impact the economic performance of the VIE and whether the company has any rights that would allow it to direct those activities. If Monsanto is determined to be the primary beneficiary, the assets, liabilities and operations of the VIE are consolidated.

As a result of the adoption of the updated accounting guidance, Monsanto was required to consolidate certain VIEs that were established as revolving financing programs including the special purpose entity referred to in Note 4 — Customer Financing Programs. As of the date of the initial consolidation of these VIEs, the company measured the assets and liabilities of the newly consolidated VIEs at their carrying value. The company was not required to deconsolidate any VIEs as of Sept. 1, 2010. The cumulative effect of the adoption of this guidance was insignificant to additional contributed capital, retained earnings and accumulated other comprehensive loss and, therefore, not identified separately on the Statement of Consolidated Shareowners’ Equity and Comprehensive Income but is recorded within the Statement of Consolidated Operations.

Consolidated VIEs

Under the accounting guidance effective prior to Sept. 1, 2010, none of the interests in VIEs held were consolidated by Monsanto. For the most part, the VIEs involving the revolving financing programs are funded by investments from the company and other third parties, primarily investment funds, and have been established to service Monsanto’s customer receivables. Creditors have no recourse against Monsanto in the event of default by these VIEs nor does the company have any implied or unfunded commitments to these VIEs. The company’s financial or other support provided to these VIEs is limited to its original investment. Even though Monsanto holds a subordinate interest in the VIEs, the VIEs were established to service transactions involving the company and the company determines the receivables that are included in the revolving financing programs.

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

Therefore, the determination is that Monsanto has the power to direct the activities most significant to the economic performance of the VIEs. As a result, the company is the primary beneficiary of these VIEs and, effective Sept. 1, 2010, these VIEs have been consolidated in Monsanto’s Consolidated Financial Statements. The assets of these VIEs may only be used to settle the obligations of the respective entity. Third-party investors in the VIEs do not have recourse to the general assets of Monsanto other than the maximum exposure to loss relating to the VIE. The following table presents the carrying value of assets and liabilities, which are identified as restricted assets and liabilities on the company’s Condensed Statement of Consolidated Financial Position, and the maximum exposure to loss relating to the VIEs for which Monsanto is the primary beneficiary.

	Financing Programs VIEs
	As of May 31,		As of Aug. 31,
(Dollars in millions)	2012		2011
Cash and cash equivalents	$	91	$	96
Trade receivables, net		77		51
Total Assets		168		147
Total Liabilities		1		—
Maximum Exposure to Loss	$	21	$	11

Non-Consolidated VIEs

Monsanto has variable interests through investments and arrangements with biotechnology companies that focus on plant gene research, development, and commercialization. The company has not provided financial or other support with respect to these investments or arrangements other than its original interest. The company also has no implied or unfunded commitments to these VIEs. Monsanto’s maximum exposure to loss on these variable interests is limited to the amount of the company’s investment in the entity. The following table presents the carrying value of assets and liabilities, and the maximum exposure to loss relating to VIEs that the company does not consolidate:

	Biotechnology VIEs
	As of May 31,		As of Aug. 31,
(Dollars in millions)	2012		2011
Property, plant, and equipment, net	$	5	$	5
Other intangible assets, net		12		9
Other assets		—		15
Total Non-Current Assets		17		29
Total Liabilities		—		—
Maximum Exposure to Loss	$	—	$	15

12

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

NOTE 6. RESTRUCTURING

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

	Three Months Ended May 31,					Nine Months Ended May 31,
(Dollars in millions)	2012		2011			2012		2011
Cost of Goods Sold(1)	$	—	$	—		$	—	$	(2	)
Restructuring Charges, Net(1)(2)		—		(1	)		—		(9	)
Loss from Continuing Operations Before Income Taxes		—		(1	)		—		(11	)
Income Tax Benefit		—		1			—		5
Net Loss	$	—	$	—		$	—	$	(6	)

⁽¹⁾  For the nine months ended May 31, 2011, the $2 million of restructuring charges recorded in cost of goods sold related to the Seeds and Genomics segment. For the three months ended May 31, 2011, the $1 million of restructuring charges recorded in restructuring charges, net related to the Seeds and Genomics segment. For the nine months ended May 31, 2011, the $9 million of restructuring charges, net were split by segment as follows: $(4) million in Agricultural Productivity and $13 million in Seeds and Genomics.

⁽²⁾  The restructuring charges for the three months and the nine months ended May 31, 2011, include reversals of $6 million and $31 million, respectively, related to the 2009 Restructuring Plan. The reversals are primarily related to severance. Although positions originally included in the plan were eliminated, individuals found new roles within the company due to attrition. There were no reversals during the three months and nine months ended May 31, 2012.

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. These actions are designed to enable Monsanto to stabilize the Agricultural Productivity business and allow it to deliver optimal gross profit and a sustainable level of operating cash in the coming years, while better aligning spending and working capital needs. The company also announced that it would take steps to better align the resources of its global seeds and traits business. These actions included certain product and brand rationalization within the seed businesses. On Sept. 9, 2009, the company committed to take additional actions related to the previously announced restructuring plan. Furthermore, while implementing the plan, the company identified additional opportunities to better align the company’s resources, and on Aug. 26, 2010, committed to take additional actions. The plan was substantially completed in the first quarter of fiscal year 2011, and the remaining payments are expected to be made by the end of fiscal year 2012.

There were no charges incurred for the three months and nine months ended May 31, 2012. The following table displays the pretax charges by segment under the 2009 Restructuring Plan of $1 million incurred for the three months ended May 31, 2011, the pretax charges of $11 million incurred for the nine months ended May 31, 2011, as well as the cumulative pretax charges of $733 million.

13

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

	Three Months Ended May 31,												Nine Months Ended May 31,
	Seeds and				Agricultural								Seeds and					Agricultural
	Genomics				Productivity				Total				Genomics					Productivity					Total
(Dollars in millions)	2012		2011		2012		2011		2012		2011		2012		2011			2012		2011			2012		2011
Work Force Reductions	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	(11	)	$	—	$	(7	)	$	—	$	(18)
Facility Closures / Exit Costs		—		1		—		—		—		1		—		24			—		3			—		27
Asset Impairments
Property, plant and equipment		—		—		—		—		—		—		—		—			—		—			—		—
Inventory		—		—		—		—		—		—		—		2			—		—			—		2
Total Restructuring Charges, Net	$	—	$	1	$	—	$	—	$	—	$	1	$	—	$	15		$	—	$	(4	)	$	—	$	11

	Cumulative Amount through May 31, 2012
	Seeds and		Agricultural
(Dollars in millions)	Genomics		Productivity		Total
Work Force Reductions	$	239	$	99	$	338
Facility Closures / Exit Costs		75		81		156
Asset Impairments
Property, plant and equipment		43		5		48
Inventory		119		13		132
Other intangible assets		59		—		59
Total Restructuring Charges, Net	$	535	$	198	$	733

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 addition, when the decision to commit to a restructuring plan requires an asset impairment review, Monsanto evaluates such impairment issues under the Property, Plant and Equipment topic of the ASC.

In the nine months ended May 31, 2012, there were no charges recorded related to restructuring. In the nine months ended May 31, 2011, pretax restructuring charges of $11 million were recorded. The facility closures/exit costs of $27 million relate primarily to the finalization of the termination of a corn toller contract in the United States. In workforce reductions, approximately $13 million of additional charges were offset by $31 million of reversals. Although positions originally included in the plan were eliminated, individuals found new roles within the company due to attrition. In asset impairments, inventory impairments of $2 million recorded in cost of goods sold related to discontinued corn and sorghum seed products in the United States.

The following table summarizes the activities related to the company’s 2009 Restructuring Plan.

	Work Force			Facility Closures /		Asset
(Dollars in millions)	Reductions			Exit Costs		Impairments		Total
Beginning Liability as of Aug. 31, 2011	$	24		$	—	$	—	$	24
Restructuring charges recognized in first nine months of fiscal year 2012		—			—		—		—
Cash payments		(11	)		—		—		(11	)
Asset impairments and write-offs		—			—		—		—
Foreign currency impact		(1	)		—		—		(1	)
Ending Liability as of May 31, 2012	$	12		$	—	$	—	$	12

14

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

NOTE 7. RECEIVABLES

Trade receivables on the Condensed Statements of Consolidated Financial Position are net of allowances of $59 million and $98 million as of May 31, 2012, and Aug. 31, 2011, respectively.

Effective with the second quarter of 2011, the company adopted the amended guidance in the Receivables topic of the ASC which requires greater transparency about a company’s allowance for credit losses and the credit quality of its financing receivables. The company has financing receivables that represent long-term customer receivable balances related to past due accounts which are not expected to be collected within the current year. The long-term customer receivables were $195 million and $220 million with a corresponding allowance for credit losses on these receivables of $187 million and $213 million, as of May 31, 2012, and Aug. 31, 2011, respectively. These long-term customer receivable balances and the corresponding allowance are included in long-term receivables, net on the Condensed Statements of Consolidated Financial Position. For these long-term customer receivables, interest is no longer accrued when the receivable is determined to be delinquent and classified as long-term based on estimated timing of collection.

The following table displays a roll forward of the allowance for credit losses related to long-term customer receivables.

(Dollars in millions)
Balance Aug. 31, 2010	$	226
Incremental Provision		20
Recoveries		(9	)
Other(1)		(24	)
Balance Aug. 31, 2011	$	213
Incremental Provision		2
Recoveries		(8	)
Write-Offs		(6	)
Other(2)		(14	)
Balance May 31, 2012	$	187

⁽¹⁾  Includes reclassifications from the allowance for current receivables, write-offs, and foreign currency translation adjustments.

⁽²⁾  Includes reclassifications from the allowance for current receivables and foreign currency translation adjustments.

In addition, the company has long-term contractual receivables. These receivables are collected at fixed and determinable dates in accordance with the customer long-term agreement. The long-term contractual receivables were $368 million and $468 million, as of May 31, 2012, and Aug. 31, 2011, respectively, and did not have any allowance recorded related to these balances. These receivables are included in long-term receivables, net on the Condensed Statements of Consolidated Financial Position. There are no balances related to these long-term contractual receivables that are past due. These receivables are outstanding with large, reputable companies who have been timely with scheduled payments thus far and are considered to be fully collectible. Interest is accrued on these receivables in accordance with the agreements and is included within interest income in the Statements of Consolidated Operations. See Note 11 — Deferred Revenue — for more details on the significant agreements related to these long-term contractual receivables.

On an ongoing basis, the company evaluates credit quality of its financing receivables utilizing aging of receivables, collection experience and write-offs, as well as evaluating existing economic conditions, to determine if an allowance is necessary.

15

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

NOTE 8. INVENTORY

Components of inventory are:

	As of May 31,			As of Aug. 31,
(Dollars in millions)	2012			2011
Finished Goods	$	1,094		$	953
Goods In Process		1,264			1,434
Raw Materials and Supplies		340			390
Inventory at FIFO Cost		2,698			2,777
Excess of FIFO over LIFO Cost		(184	)		(186	)
Total	$	2,514		$	2,591

NOTE 9. GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the net carrying amount of goodwill for the first nine months of fiscal year 2012, by segment, are as follows:

(Dollars in millions)	Seeds and Genomics			Agricultural Productivity		Total
Balance as of Aug. 31, 2011	$	3,308		$	57	$	3,365
Acquisition activity (see Note 3)		81			—		81
Effect of foreign currency translation adjustments		(164	)		—		(164	)
Balance as of May 31, 2012	$	3,225		$	57	$	3,282

In the nine months ended May 31, 2012, goodwill increased due to the 2012 acquisition of Beeologics, offset by the effects of foreign currency translation adjustments. See Note 3 — Business Combinations — for further information. The fiscal year 2012 annual goodwill impairment test was performed as of March 1, 2012, and no goodwill impairment existed as of that date. There were no events or circumstances indicating that goodwill might be impaired as of May 31, 2012.

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

	As of May 31, 2012							As of Aug. 31, 2011
	Carrying		Accumulated					Carrying		Accumulated
(Dollars in millions)	Amount		Amortization			Net		Amount		Amortization			Net
Intangible Assets with Finite Lives:
Acquired germplasm	$	1,141	$	(696	)	$	445	$	1,189	$	(692	)	$	497
Acquired intellectual property		1,016		(761	)		255		973		(710	)		263
Trademarks		340		(118	)		222		352		(110	)		242
Customer relationships		311		(163	)		148		335		(146	)		189
Other		146		(83	)		63		136		(63	)		73
Total Other Intangible Assets, Finite Lives	$	2,954	$	(1,821	)	$	1,133	$	2,985	$	(1,721	)	$	1,264
In process research & development, indefinite lives		48		—			48		45		—			45
Total Other Intangible Assets	$	3,002	$	(1,821	)	$	1,181	$	3,030	$	(1,721	)	$	1,309

The decrease in other intangible assets during the nine months ended May 31, 2012, primarily resulted from foreign currency translation adjustments and the result of identified intangible impairments during the three months ended May 31, 2012. See Note 14 – Fair Value Measurements – for further information.

16

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

Total amortization expense of other intangible assets was $25 million in third quarter of fiscal year 2012 and $38 million in third quarter of fiscal year 2011. Total amortization expense of other intangible assets was $101 million for the nine months ended May 31, 2012, and $113 million for the nine months ended May 31, 2011. The estimated intangible asset amortization expense for fiscal year 2012 through fiscal year 2016 is as follows:

(Dollars in millions)	Amount
2012	$	144
2013		106
2014		113
2015		111
2016		114

NOTE 10. INVESTMENTS AND EQUITY AFFILIATES

Investments

As of May 31, 2012, and Aug. 31, 2011, Monsanto has short-term investments outstanding of $302 million. The investments are comprised of treasury bills and commercial paper with original maturities of one year or less. See Note 14 — Fair Value Measurements.

Monsanto has investments in long-term equity securities, which are considered available-for-sale. As of May 31, 2012, and Aug. 31, 2011, these long-term equity securities are recorded in other assets in the Condensed Statements of Consolidated Financial Position at a fair value of $36 million and $26 million, respectively. Net unrealized gains (net of deferred taxes) of $5 million and less than $1 million are included in accumulated other comprehensive loss in shareowners’ equity related to these investments as of May 31, 2012, and Aug. 31, 2011, respectively. Monsanto recorded an impairment of $7 million related to one of these long-term equity investments for the three months and nine months ended May 31, 2012.

Monsanto has cost basis investments recorded in other assets in the Condensed Statements of Consolidated Financial Position. As of May 31, 2012, and Aug. 31, 2011, these investments were recorded at $69 million and $74 million, respectively. Due to the nature of these investments, the fair market value is not readily determinable. These investments are reviewed for impairment indicators. As of May 31, 2012, no impairments were recorded.

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 May 31, 2012, and Aug. 31, 2011, this investment is recorded in other assets in the Condensed Statements of Consolidated Financial Position at $68 million and $67 million, respectively. Monsanto purchased $47 million and $177 million of inventory from the seed supplier for the three months and nine months ended May 31, 2012, respectively, and $57 million and $197 million for the three months and nine months ended May 31, 2011, respectively. There were sales of inventory to the seed supplier of $10 million for the three months and nine months ended May 31, 2012. There were no sales of inventory to the seed supplier in the first nine months of 2011. As of May 31, 2012, there were no amounts payable to the seed supplier, while the payable as of Aug. 31, 2011, was $2 million and recorded in accounts payable in the Condensed Statements of Consolidated Financial Position. As of May 31, 2012, there were no prepayments. As of Aug. 31, 2011, there were prepayments of $9 million included in other current assets in the Statements of Consolidated Financial Position for inventory that was delivered in fiscal year 2012.

NOTE 11. DEFERRED REVENUE

In 2008, Monsanto entered into a corn herbicide tolerance and insect control trait technologies agreement with Pioneer Hi-Bred International, Inc. Among its provisions, the agreement modified certain existing corn license agreements between the

17

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

parties. Under the 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 May 31, 2012, and May 31, 2011, and revenue of $60 million was recorded for the nine months ended May 31, 2012, and May 31, 2011. As of May 31, 2012, and Aug. 31, 2011, the remaining receivable balance is $310 million and $393 million, respectively. The majority of this balance is included in long-term receivables, and the current portion is included in trade receivables. As of May 31, 2012, and Aug. 31, 2011, the remaining deferred revenue balance is $258 million and $317 million, respectively, of which $79 million is included in short-term deferred revenue in both periods. The interest income portion of this receivable totaled $2 million and $7 million for the three months and nine months ended May 31, 2012, respectively. Interest income for the three months and nine months ended May 31, 2011, was $3 million and $10 million, respectively.

In 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. The minimum obligation from Syngenta over the nine-year contract period is $81 million. Revenue of $2 million and $1 million related to this agreement was recorded for the three months ended May 31, 2012, and May 31, 2011, respectively, and revenue of $6 million and $4 million was recorded for the nine months ended May 31, 2012, and May 31, 2011, respectively. As of May 31, 2012, and Aug. 31, 2011, the remaining receivable balance is $71 million and $75 million, respectively. 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. As of May 31, 2012, and Aug. 31, 2011, the remaining deferred revenue balance is $57 million and $62 million, respectively, of which $12 million and $4 million, respectively, is included in short-term deferred revenue. The interest income portion of this receivable is $1 million and $2 million for the three months and nine months ended May 31, 2012, and May 31, 2011, respectively.

NOTE 12. INCOME TAXES

Management regularly assesses the tax risk of the company’s tax return filing positions for all open years and establishes reserves accordingly. During the first nine months of 2012, statutes expired in several jurisdictions and the company benefited from the favorable resolution of tax matters. These benefits were partially offset by deferred tax adjustments and tax reserves set up in multiple jurisdictions. Primarily as a result of these items, Monsanto recorded a tax benefit of $65 million in the first nine months of 2012.

During the first nine months of 2011, statutes expired in several jurisdictions. The company benefited from the retroactive extension of the research and development credit pursuant to the enactment of the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010. Additionally, the company recorded favorable return-to-provision true-up adjustments, which were partially offset by deferred tax adjustments. Primarily as a result of these items, Monsanto recorded a tax benefit of $21 million in the first nine months of 2011.

NOTE 13. DEBT AND OTHER CREDIT ARRANGEMENTS

In November 2011, Monsanto filed a new shelf registration with the SEC (2011 shelf registration) that allows the company to issue an unlimited capacity of debt, equity and hybrid offerings. The 2011 shelf registration will expire in November 2014.

In April 2011, Monsanto issued $300 million of 2.75% Senior Notes under the 2008 shelf registration, which are due on April 15, 2016 (2.75% 2016 Senior Notes). The net proceeds from the sale of the 2.75% 2016 Senior Notes were used for general corporate purposes, including refinancing of the company’s indebtedness.

18

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

Monsanto has a $2 billion credit facility agreement with a group of banks that provides a senior unsecured revolving credit facility through April 1, 2016. Effective May 31, 2012, the facility was extended one year from April 1, 2015, to April 1, 2016.

In June 2012, Monsanto revised the estimated issue date of the new fixed-rate debt to on or before July 13, 2012, to repay $485 million of 7 ³/8% 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 losses, net of tax, of $28 million and $14 million were recorded in accumulated other comprehensive loss to reflect the aftertax change in the fair value of the forward-starting interest rate swaps as of May 31, 2012, and Aug. 31, 2011, respectively. In August 2010, the company entered into forward-starting interest rate swaps with a total notional amount of $225 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 losses, net of tax, of $41 million and $10 million were recorded in accumulated other comprehensive loss to reflect the aftertax change in the fair value of the forward-starting interest rate swaps as of May 31, 2012, and Aug. 31, 2011, respectively. These swaps are accounted for under the Derivatives and Hedging topic of the ASC.

The fair value of the total short-term debt was $639 million and $710 million as of May 31, 2012, and Aug. 31, 2011, respectively. The fair value of the total long-term debt was $1,904 million and $1,797 million as of May 31, 2012, and Aug. 31, 2011, respectively.

NOTE 14. FAIR VALUE MEASUREMENTS

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, discounted cash flow models, or other 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. Monsanto does not currently have any instruments with fair value determined using Level 3 inputs.

The following tables set forth by level Monsanto’s assets and liabilities that were accounted for or disclosed at fair value on a recurring basis as of May 31, 2012, and assets and liabilities that were accounted for on a recurring basis as of Aug. 31, 2011. 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 judgment and may affect the classification of fair value assets and liabilities within the fair value hierarchy levels.

19

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

	Fair Value Measurements at May 31, 2012, Using
(Dollars in millions)	Level 1		Level 2		Level 3		Cash Collateral Offset(1)			Net Balance
Assets at Fair Value:
Cash equivalents	$	1,392	$	—	$	—	$	—		$	1,392
Short-term investments		302		—		—		—			302
Equity securities		36		—		—		—			36
Derivative assets related to:
Foreign currency		—		23		—		—			23
Corn		—		13		—		—			13
Soybeans		5		2		—		(5	)		2
Grower contracts		—		1		—		—			1
Total Assets at Fair Value	$	1,735	$	39	$	—	$	(5	)	$	1,769
Liabilities at Fair Value:
Derivative liabilities related to:
Foreign currency	$	—	$	30	$	—	$	—		$	30
Interest rates		—		112		—		—			112
Corn		40		13		—		(34	)		19
Soybeans		7		—		—		(7	)		—
Energy and raw materials		—		19		—		—			19
Grower contracts		—		3		—		—			3
Liabilities at Fair Value	$	47	$	177	$	—	$	(41	)	$	183
Liabilities Not Recorded at Fair Value:
Short-term debt instruments(2)	$	—	$	639	$	—	$	—		$	639
Long-term debt instruments(2)		—		1,904		—		—			1,904
Liabilities Not Recorded at Fair Value	$	—	$	2,543	$	—	$	—		$	2,543
Total Liabilities Recorded and Not Recorded at Fair Value	$	47	$	2,720	$	—	$	(41	)	$	2,726

⁽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.

⁽²⁾  Short-term and long-term debt instruments are not recorded at fair value on a recurring basis however are measured at fair value for disclosure purposes.

20

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

	Fair Value Measurements at Aug. 31, 2011, Using
							Cash
							Collateral			Net
(Dollars in millions)	Level 1		Level 2		Level 3		Offset(1)			Balance
Assets at Fair Value:
Cash equivalents	$	1,896	$	—	$	—	$	—		$	1,896
Short-term investments		302		—		—		—			302
Equity securities		26		—		—		—			26
Derivative assets related to:
Foreign currency		—		3		—		—			3
Corn		88		30		—		(84	)		34
Soybeans		21		2		—		(21	)		2
Energy and raw materials		—		3		—		—			3
Total Assets at Fair Value	$	2,333	$	38	$	—	$	(105	)	$	2,266
Liabilities at Fair Value:
Derivative liabilities related to:
Foreign currency	$	—	$	14	$	—	$	—		$	14
Interest rates		—		38		—		—			38
Corn		2		30		—		—			32
Soybeans		—		1		—		—			1
Energy and raw materials		—		9		—		—			9
Total Liabilities at Fair Value	$	2	$	92	$	—	$	—		$	94

⁽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.

Measurements during the three months and nine months ended May 31, 2012, of assets at fair value on a nonrecurring basis subsequent to their initial recognition were as follows:

Other Intangible Assets, Net: Other intangible assets with a carrying value of $12 million were written down to their implied fair value of $6 million, resulting in an impairment charge of $6 million, which was primarily included in cost of goods sold in the Statement of Consolidated Operations. Other intangible assets with a carrying value of $24 million were written down to their implied fair value of less than $1 million, resulting in an impairment charge of $24 million, which was primarily included in research and development expenses in the Statement of Consolidated Operations. Other intangible assets with a carrying value of $25 million were written down to their implied fair value of $7 million, resulting in an impairment charge of $18 million, which was primarily included in selling, general and administrative expenses in the Statement of Consolidated Operations. The implied fair value calculations were performed using a discounted cash flow model.

There were no significant measurements of liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the three months and nine months ended May 31, 2012.

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 May 31, 2012, and Aug. 31, 2011.

21

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

NOTE 15. FINANCIAL INSTRUMENTS

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 and raw material risk management strategy is to use derivative instruments to minimize significant unanticipated manufacturing cost fluctuations that may arise from volatility in natural gas, diesel and ethylene prices.

Monsanto’s interest rate risk management strategy is to use derivative instruments, such as forward-starting interest rate swaps, 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 cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive loss and reclassified into earnings in the 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 15 months for foreign currency hedges, 35 months for commodity hedges and 3 months for interest rate hedges. During the next 12 months, a pretax net gain of approximately $4 million will be reclassified from accumulated other comprehensive loss into earnings. During the three months and nine months ended May 31, 2012, a pretax loss of $2 million was reclassified into earnings as a result of the discontinuance of certain cash flow hedges, because it was no longer probable that the forecasted transaction would occur by the end of the originally specified time period. No cash flow hedges were discontinued during the three months and nine months ended May 31, 2011.

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 fair value hedges, 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. No fair-value hedges were discontinued during the three months and nine months ended May 31, 2012, or May 31, 2011.

Net Investment Hedges

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 the United States, Mexico and Brazil, which can fluctuate with 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.

22

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

To reduce credit exposure in Latin America, Monsanto collects payments on certain customer accounts in grain. Such payments in grain are negotiated at or near 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 mitigates the commodity price exposure from the time a contract is signed with a customer until the time a grain merchant collects the grain from the customer on Monsanto’s behalf. The forward sales contracts do not qualify for hedge accounting treatment under the Derivatives and Hedging topic of the ASC. Accordingly, the gain or loss on these derivatives is recognized in current earnings.

Monsanto uses interest rate contracts to minimize the variability in forecasted cash flows arising from the company’s VIE. The interest rate contracts do not qualify for hedge accounting under the Derivatives and Hedging Topic of the ASC. Accordingly, the gain or loss on these derivatives is recognized in current earnings.

Certain of Monsanto’s grower contracts that include minimum guaranteed payment provisions are considered derivatives under the Derivatives and Hedging Topic of the ASC. These contracts do not qualify for hedge accounting treatment. 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.

The notional amounts of the company’s derivative instruments outstanding as of May 31, 2012, and Aug. 31, 2011, were as follows:

	As of May 31,		As of Aug. 31,
(Dollars in millions)	2012		2011
Derivatives Designated as Hedges:
Foreign exchange contracts	$	358	$	359
Commodity contracts		862		517
Interest rate contracts		475		475
Total Derivatives Designated as Hedges	$	1,695	$	1,351
Derivatives Not Designated as Hedges:
Foreign exchange contracts	$	1,043	$	779
Commodity contracts		433		181
Interest rate contracts		162		153
Grower contracts		45		71
Total Derivatives Not Designated as Hedges	$	1,683	$	1,184

23

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

The fair values of the company’s derivative instruments outstanding as of May 31, 2012, and Aug. 31, 2011, were as follows:

	Balance Sheet Location	Fair Value
		As of May 31,		As of Aug. 31,
(Dollars in millions)		2012		2011
Asset Derivatives:
Derivatives designated as hedges:
Foreign exchange contracts	Miscellaneous receivables	$	9	$	1
Foreign exchange contracts	Other assets		7		—
Commodity contracts	Other current assets(1)		5		93
Commodity contracts	Other assets(1)		1		16
Total derivatives designated as hedges			22		110
Derivatives not designated as hedges:
Foreign exchange contracts	Miscellaneous receivables		7		2
Commodity contracts	Trade receivables, net		6		30
Commodity contracts	Miscellaneous receivables		8		2
Commodity contracts	Other current assets(1)		—		3
Grower contracts	Other current assets(1)		1		—
Total derivatives not designated as hedges			22		37
Total Asset Derivatives		$	44	$	147
Liability Derivatives:
Derivatives designated as hedges:
Foreign exchange contracts	Miscellaneous short-term accruals	$	—	$	9
Commodity contracts	Other current assets(1)		35		2
Commodity contracts	Other assets(1)		8		—
Commodity contracts	Miscellaneous short-term accruals		11		6
Commodity contracts	Other liabilities		7		4
Interest rate contracts	Miscellaneous short-term accruals		112		38
Total derivatives designated as hedges			173		59
Derivatives not designated as hedges:
Foreign exchange contracts	Miscellaneous short-term accruals		30		5
Commodity contracts	Trade receivables, net		13		1
Commodity contracts	Miscellaneous short-term accruals		4		29
Grower contracts	Other assets(1)		4		—
Total derivatives not designated as hedges			51		35
Total Liability Derivatives		$	224	$	94

⁽¹⁾  As allowed by the Derivatives and Hedging topic of the ASC, corn and soybean commodity derivative assets and liabilities have been offset by cash collateral due and paid under a master netting arrangement. Therefore, all commodity contracts that are in an asset or liability position are included in asset accounts within the Condensed Statements of Consolidated Financial Position. See Note 14 — Fair Value Measurements — for a reconciliation to amounts reported in the Condensed Statements of Consolidated Financial Position as of May 31, 2012, and Aug. 31, 2011.

24

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

The gains and losses on the company’s derivative instruments were as follows:

	Amount of Gain (Loss) Recognized in AOCI (1) (Effective Portion)					Amount of Gain (Loss) Recognized in Income(2)(3)
	Three Months Ended May 31,					Three Months Ended May 31,					Income Statement
(Dollars in millions)	2012			2011		2012			2011		Classification
Derivatives Designated as Hedges:
Fair value hedges:
Commodity contracts(4)						$	(2	)	$	—	Cost of goods sold
Cash flow hedges:
Foreign exchange contracts	$	5		$	(3)		(2	)		(5)	Net sales
Foreign exchange contracts		11			(8)		1			(1)	Cost of goods sold
Commodity contracts		(60	)		60		18			2	Cost of goods sold
Interest rate contracts		(32	)		(24)		(2	)		(2)	Interest expense
Total Derivatives Designated as Hedges		(76	)		25		13			(6)
Derivatives Not Designated as Hedges:
Foreign exchange contracts(5)							(29	)		(3)	Other expense, net
Commodity contracts							3			1	Net Sales
Commodity contracts							(7	)		(1)	Cost of goods sold
Total Derivatives Not Designated as Hedges							(33	)		(3)
Total Derivatives	$	(76	)	$	25	$	(20	)	$	(9)

	Amount of Gain (Loss) Recognized in AOCI (1) (Effective Portion)					Amount of Gain (Loss) Recognized in Income(2)(3)
	Nine Months Ended May 31,					Nine Months Ended May 31,					Income Statement
(Dollars in millions)	2012			2011		2012			2011		Classification
Derivatives Designated as Hedges:
Fair value hedges:
Commodity contracts(4)						$	(9	)	$	(20)	Cost of goods sold
Cash flow hedges:
Foreign exchange contracts	$	5		$	(16)		(5	)		(8)	Net sales
Foreign exchange contracts		18			(17)		2			7	Cost of goods sold
Commodity contracts		(144	)		181		73			(2)	Cost of goods sold
Interest rate contracts		(73	)		51		(6	)		(5)	Interest expense
Total Derivatives Designated as Hedges		(194	)		199		55			(28)
Derivatives Not Designated as Hedges:
Foreign exchange contracts(5)							(41	)		—	Other expense, net
Commodity contracts							—			3	Net sales
Commodity contracts							(16	)		(2)	Cost of goods sold
Total Derivatives Not Designated as Hedges							(57	)		1
Total Derivatives	$	(194	)	$	199	$	(2	)	$	(27)

⁽¹⁾  Accumulated other comprehensive income (loss) (AOCI)

⁽²⁾  For derivatives designated as cash flow and net investment hedges under the Derivatives and Hedging topic of the ASC, this represents the effective portion of the gain (loss) reclassified from AOCI into income during the period.

⁽³⁾  Gain or loss on commodity cash flow hedges includes a gain of less than $1 million and a gain of $1 million from ineffectiveness for the three months ended May 31, 2012, and May 31, 2011, respectively, and a gain of $1 million from ineffectiveness for each of the nine months ended May 31, 2012, and May 31, 2011, respectively. Additionally, the gain or loss on commodity cash flow hedges includes a loss from discontinued hedges of $(2) million for the three months and nine months ended May 31, 2012. There were no hedges discontinued for the three months or nine months ended May 31, 2011.

⁽⁴⁾  Loss on commodity fair value hedges contributes to a loss of $(2) million and is offset by a gain of $3 million on the underlying hedged inventory for the three months ended May 31, 2012, and May 31, 2011, respectively, and a gain of $3 million and $18 million on the underlying hedged inventory for the nine months ended May 31, 2012, and May 31, 2011, respectively. A loss and gain from ineffectiveness of $(4) million and $4 million, respectively, during the three months ended May 31, 2012, and May 31, 2011, and a loss from ineffectiveness of $(6) million and $(1) million, respectively, during the nine months ended May 31, 2012, and May 31, 2011, was included in cost of goods sold.

25

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

⁽⁵⁾  Gain or loss on foreign exchange contracts not designated as hedges is offset by a foreign currency transaction gain of $23 million and a loss of $(2) million during the three months ended May 31, 2012, and May 31, 2011, respectively, and a gain of $29 million and a loss of $(40) million during the nine months ended May 31, 2012, and May 31, 2011, respectively.

Most of the company’s outstanding foreign-currency derivatives are covered by International Swap Dealers’ Association (ISDA) Master Agreements with the counterparties. There are no requirements to post collateral under these agreements; however, should the company’s credit rating fall below a specified rating immediately following the merger of the company with another entity, the counterparty may require all outstanding derivatives under the ISDA Master Agreement to be settled immediately at current market value, which equals carrying value. Any foreign-currency derivatives that are not covered by ISDA Master Agreements do not have credit-risk-related contingent provisions. Most of the company’s outstanding commodity derivatives are listed commodity futures, and the company is required by the relevant commodity exchange to post collateral each day to cover the change in the fair value of these futures. Any non-exchange traded commodity derivatives are covered by the aforementioned ISDA Master Agreements and are subject to the same credit-risk-related contingent provisions, as are the company’s interest rate derivatives. The aggregate fair value of all derivative instruments under ISDA Master Agreements that are in a liability position is $139 million as of May 31, 2012, and $50 million as of Aug. 31, 2011, which is the amount that would be required for settlement if the credit-risk-related contingent provisions underlying these agreements were triggered.

Credit Risk Management

Monsanto invests its excess cash in deposits with major banks or money market funds throughout the world in high-quality short-term debt instruments. Such investments are made only in instruments issued or enhanced by high-quality institutions. As of May 31, 2012, and Aug. 31, 2011, the company had no financial instruments that represented a significant concentration of credit risk. Limited amounts are invested in any single institution to minimize risk. The company has not incurred any credit risk losses related to those investments.

The company sells a broad range of agricultural products to a diverse group of customers throughout the world. In the United States, the company makes substantial sales to relatively few large wholesale customers. The company’s agricultural products business is highly seasonal, and it is subject to weather conditions that affect commodity prices and seed yields. Credit limits, ongoing credit evaluation, and account monitoring procedures are used to minimize the risk of loss. Collateral is secured when it is deemed appropriate by the company.

Monsanto regularly evaluates its business practices to minimize its credit risk and periodically engages multiple banks in the United States, Brazil and Europe in the development of customer financing options that involve direct bank financing of customer purchases. For further information on these programs, see Note 4 — Customer Financing Programs.

NOTE 16. POSTRETIREMENT BENEFITS — PENSIONS, HEALTH CARE AND OTHER

The majority of Monsanto’s employees are covered by noncontributory pension plans sponsored by the company. The company also provides certain postretirement health care and life insurance benefits for retired employees through insurance contracts. The company’s net periodic benefit cost for pension benefits, and health care and other postretirement benefits include the following components:

26

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

	Three Months Ended May 31, 2012									Three Months Ended May 31, 2011
Pension Benefits (Dollars in millions)	U.S.			Outside the U.S.			Total			U.S.			Outside the U.S.			Total
Service Cost for Benefits Earned During the Period	$	12		$	2		$	14		$	15		$	2		$	17
Interest Cost on Benefit Obligation		18			3			21			21			3			24
Assumed Return on Plan Assets		(26	)		(3	)		(29)			(27	)		(4	)		(31)
Amortization of Unrecognized Net Loss		13			1			14			18			1			19
Curtailment and Settlement Charge		—			2			2			—			1			1
Total Net Periodic Benefit Cost	$	17		$	5		$	22		$	27		$	3		$	30
	Nine Months Ended May 31, 2012									Nine Months Ended May 31, 2011
Pension Benefits (Dollars in millions)	U.S.			Outside the U.S.			Total			U.S.			Outside the U.S.			Total
Service Cost for Benefits Earned During the Period	$	46		$	6		$	52		$	45		$	6		$	51
Interest Cost on Benefit Obligation		70			9			79			64			9			73
Assumed Return on Plan Assets		(101	)		(9	)		(110	)		(82	)		(12	)		(94	)
Amortization of Unrecognized Net Loss		50			3			53			54			4			58
Curtailment and Settlement Charge		—			6			6			—			3			3
Total Net Periodic Benefit Cost	$	65		$	15		$	80		$	81		$	10		$	91

Health Care and Other Postretirement Benefits	Three Months Ended May 31,					Nine Months Ended May 31,
(Dollars in millions)	2012			2011		2012			2011
Service Cost for Benefits Earned During the Period	$	2		$	3	$	7		$	8
Interest Cost on Benefit Obligation		2			2		7			7
Amortization of Unrecognized Net Gain		(1	)		—		(5	)		(1	)
Total Net Periodic Benefit Cost	$	3		$	5	$	9		$	14

Monsanto contributed $40 million and $30 million to its U.S. qualified plan in the nine-month periods ended May 31, 2012, and May 31, 2011, respectively. Monsanto contributed $11 million and $9 million to plans outside the United States in the nine-month periods ended May 31, 2012, and May 31, 2011, respectively. As of May 31, 2012, management expects to make additional contributions of approximately $31 million and $2 million to the U.S. qualified plan and the company’s pension plans outside the United States, respectively, during the remainder of fiscal year 2012.

Employee Savings Plan

The Monsanto leveraged employee stock ownership plan debt was restructured in December 2004 and November 2008 to level out the future allocation of stock thereunder in an impartial manner intended to ensure equitable treatment for and generally to be in the best interests of current and future plan participants consistent with the level of benefits that Monsanto intended for the plan to provide to participants. To that end, the terms of the restructuring were determined pursuant to an arm’s length negotiation between Monsanto and an independent trust company serving as fiduciary for the plan for this restructuring. In this role, the independent fiduciary determined that the restructuring, including certain financial commitments and enhancements that were made or will be made in the future by Monsanto to benefit participants and beneficiaries of the plan, was completed in accordance with the best interests of plan participants. A liability of $63 million and $59 million is due to the Monsanto Savings and Investment Plan from the company as of May 31, 2012, and Aug. 31, 2011, respectively. As of May 31, 2012, $58 million was considered short term and is included in accrued compensation and benefits, while the long-term balance is included in other liabilities on the Condensed Statements of Financial Position related to these restructurings. As of Aug. 31, 2011, there were no amounts included in short term.

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

NOTE 17. STOCK-BASED COMPENSATION PLANS

The following table shows total stock-based compensation expense included in the Statements of Consolidated Operations for the three months and nine months ended May 31, 2012, and May 31, 2011. Stock-based compensation cost capitalized in inventory was $7 million as of May 31, 2012, and Aug. 31, 2011.

	Three Months Ended May 31,						Nine Months Ended May 31,
(Dollars in millions)	2012			2011			2012			2011
Cost of Goods Sold	$	3		$	5		$	15		$	14
Selling, General and Administrative Expenses		20			16			63			49
Research and Development Expenses		7			7			23			20
Pre-Tax Stock-Based Compensation Expense		30			28			101			83
Income Tax Benefit		(10	)		(10	)		(34	)		(29	)
Net Stock-Based Compensation Expense	$	20		$	18		$	67		$	54

The following table summarizes stock-based compensation activity for and as of the nine months ended May 31, 2012, for employees under the Monsanto Company Long-Term Incentive Plan (LTIP), as amended, and the Monsanto Company 2005 Long-Term Incentive Plan, as amended and restated effective Jan. 24, 2012 (2005 LTIP), and for directors under the Monsanto Non-Employee Director Incentive Compensation Plan (Director Plan):

	LTIP and 2005 LTIP						Director Plan
	Stock		Restricted		Restricted		Deferred		Restricted
	Options		Stock Units		Stock		Stock		Stock
Granted		2,292,040		558,685		—		21,472		4,418
Weighted-average grant date fair value	$	21.89	$	74.65	$	—	$	68.93	$	68.93
Pre-tax unrecognized compensation expense, net of estimated forfeitures as applicable	$	65.7		55.3		—		0.4		0.3
Remaining weighted-average period of expense recognition/requisite service periods in years		1.8		2.1		—		0.3		1.5

NOTE 18. COMPREHENSIVE INCOME

Comprehensive income includes all nonshareowner changes in equity. It consists of net income, foreign currency translation adjustments, net unrealized gains on available-for-sale securities, postretirement benefit plan activity, and net accumulated derivative gains and losses on cash flow hedges not yet realized. Information regarding comprehensive income is as follows:

	Three Months Ended May 31,				Nine Months Ended May 31,
(Dollars in millions)	2012		2011		2012		2011
Comprehensive Income	$	292	$	953	$	1,213	$	2,457

The components of accumulated other comprehensive loss are as follows:

	As of May 31,			As of Aug. 31,
(Dollars in millions)	2012			2011
Accumulated Foreign Currency Translation Adjustments	$	(674	)	$	270
Net Unrealized Gain on Investments, Net of Tax		5			—
Net Accumulated Derivative (Loss)/Income, Net of Tax		(93	)		63
Postretirement Benefit Plan Activity, Net of Tax		(414	)		(449	)
Accumulated Other Comprehensive Loss	$	(1,176	)	$	(116	)

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

NOTE 19. EARNINGS PER SHARE AND REDEEMABLE COMMON STOCK

Basic earnings per share (EPS) was computed using the weighted-average number of common shares outstanding during the periods shown in the table below. For the three months and nine months ended May 31, 2012, and May 31, 2011, diluted EPS was computed taking into account the effect of dilutive potential common shares. Potential common shares consist primarily of stock options, restricted stock, restricted stock units and directors’ deferred shares calculated using the treasury stock method and are excluded if their effect is antidilutive. Of those antidilutive options, certain options were excluded from the computations of dilutive potential common shares as their exercise prices were greater than the average market price of common shares for the period.

	Three Months Ended May 31,				Nine Months Ended May 31,
	2012		2011		2012		2011
Weighted-Average Number of Common Shares		532.9		535.5		534.2		536.9
Dilutive Potential Common Shares		5.9		5.7		6.0		6.0
Antidilutive Potential Common Shares		6.7		11.4		6.9		11.4
Shares Excluded From Computation of Dilutive Potential Shares with Exercise Prices greater than the Average Market Price of Common Shares for the Period		4.5		7.6		6.7		7.6

Redeemable Common Stock

Monsanto may have exceeded the amount of shares registered for offer and sale under its Savings and Investment Plan, and, therefore, inadvertently failed to maintain an effective SEC registration statement. As a result, certain purchasers of common stock pursuant to that plan may have the right to rescind their purchases for an amount equal to the purchase price paid for the shares, plus interest from the date of purchase. As of May 31, 2012, Monsanto classified 1.8 million shares ($141 million) that may be subject to the rescissionary rights outside shareowners’ equity, as any redemption would ultimately be at the option of the benefit plan participants. These shares have always been treated as outstanding for financial reporting purposes. Monsanto intends to voluntarily make a rescission offer to such participants. Monsanto filed a new registration statement on Form S-8 to register offers and sales of shares under the Savings and Investment Plan. Monsanto believes that the rescission offer will not materially impact its consolidated results of operations, financial position or cash flows.

NOTE 20. SUPPLEMENTAL CASH FLOW INFORMATION

Cash payments for interest and taxes were as follows:

	Nine Months Ended May 31,
(Dollars in millions)	2012		2011
Interest	$	112	$	106
Taxes		513		272

NOTE 21. COMMITMENTS AND CONTINGENCIES

Environmental and Litigation Liabilities: Monsanto is involved in environmental remediation and legal proceedings to which we are party in our own name and proceedings to which our former parent Pharmacia Corporation or its former subsidiary Solutia Inc. is a party but that we manage and for which we are responsible. In addition, Monsanto has liabilities established

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

for various product claims. With respect to certain of these proceedings, Monsanto has a liability recorded of $270 million and $265 million as of May 31, 2012, and Aug. 31, 2011, respectively, for the estimated contingent liabilities. Information regarding the environmental liabilities appears in Monsanto’s Report on Form 10-K/A for the fiscal year ended Aug. 31, 2011.

Litigation: The above liability includes amounts related to certain third-party litigation with respect to Monsanto’s business, as well as tort litigation related to Pharmacia’s former chemical business, including lawsuits involving polychlorinated biphenyls (PCBs), dioxins, and other chemical and premises liability litigation. Additional matters that are not reflected in the liability may arise in the future, and Monsanto may manage, settle, or pay judgments or damages with respect thereto in order to mitigate contesting potential liability. Following is a description of one of the more significant litigation matters for which we have accrued our best estimate as part of the above liability.

• As described in our Report on Form 10-K/A for the fiscal year ended Aug. 31, 2011, and our Report on Form 10-Q for the quarterly periods ended Nov. 30, 2011, and Feb. 29, 2012, on Dec. 17, 2004, 15 plaintiffs filed a purported class action lawsuit, styled Virdie Allen, et al. v. Monsanto, et al., in the Putnam County, West Virginia, state court against Monsanto, Pharmacia and seven other defendants. Monsanto is named as the successor in interest to the liabilities of Pharmacia. The alleged class consists of all current and former residents, workers, and students who, between 1949 and the present, were allegedly exposed to dioxins/furans contamination in counties surrounding Nitro, West Virginia. The complaint alleges that the source of the contamination is a chemical plant in Nitro, formerly owned and operated by Pharmacia and later by Flexsys, a joint venture between Solutia and Akzo Nobel Chemicals, Inc. (Akzo Nobel). Akzo Nobel and Flexsys were named defendants in the case but Solutia was not, due to its then pending bankruptcy proceeding. The suit seeks damages for property cleanup costs, loss of real estate value, funds to test property for contamination levels, funds to test for human exposure, and future medical monitoring costs. The complaint also seeks an injunction against further contamination and punitive damages. Monsanto has agreed to indemnify and defend Akzo Nobel and the Flexsys defendant group, but on May 27, 2011, the judge dismissed both Akzo Nobel and Flexsys from the case. The class action certification hearing was held on Oct. 29, 2007. On Jan. 8, 2008, the trial court issued an order certifying the Allen (now Zina G. Bibb et al. v. Monsanto et al., because Bibb replaced Allen as class representative) case as a class action for property damage and for medical monitoring. On Nov. 2, 2011, the court, in response to defense motions, entered an order decertifying the property class. After the trial for the Bibb medical monitoring class action began on Jan. 3, 2012, the parties reached a settlement in principle as to both the medical monitoring and the property class claims. The proposed settlement provides for a 30 year medical monitoring program consisting of a primary fund of up to $21 million and an additional fund of up to $63 million over the life of the program, and a three year property remediation plan with funding up to $9 million. On Feb. 24, 2012, the court preliminarily approved the parties’ proposed settlement. A fairness hearing was held on June 18, 2012, with further written submission due in July 2012, after which the judge will issue a ruling regarding final approval of the class settlement.

In October 2007 and November 2009, a total of approximately 200 separate, single plaintiff civil actions were filed in Putnam County, West Virginia, against Monsanto, Pharmacia, Akzo Nobel (and several of its affiliates), Flexsys America Co. (and several of its affiliates), Solutia, and Apogee Coal Company, LLC. These cases allege personal injury occasioned by exposure to dioxin generated by the Nitro Plant during production of 2,4,5 T (1949-1969) and thereafter. Monsanto has agreed to accept the tenders of defense in the matters by Pharmacia, Solutia, Akzo Nobel, Flexsys America, and Apogee Coal under a reservation of rights. During the discovery phase of these several claims, the parties reached an agreement in principle to resolve all pending personal injury claims which is reflected in the above liability.

Including litigation reflected in the liability, Monsanto is involved in various legal proceedings that arise in the ordinary course of its business or pursuant to Monsanto’s indemnification obligations to Pharmacia, as well as proceedings that management has considered to be material under SEC regulations. Some of the lawsuits seek damages in very large amounts, or seek to restrict the company’s business activities. Monsanto believes that it has meritorious legal arguments and will continue to represent its interests vigorously in all of the proceedings that it is defending or prosecuting. Although the ultimate liabilities resulting from such proceedings, or the proceedings reflected in the above liability, may be significant to profitability in the period recognized, management does not anticipate they will have a material adverse effect on Monsanto’s consolidated results of operations, financial position, cash flows or liquidity.

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

Recently, a court ruling in Brazil challenged the collectability of certain royalties for Roundup Ready soybeans through the point-of-delivery system. Subsequently, an appeals court in Brazil issued a preliminary injunction resulting in a suspension of the lower court ruling, and maintaining such royalty collections while the full case continues on appeal. We believe we have meritorious legal arguments and will continue to represent our interests vigorously in this proceeding. The current estimate of our reasonably possible loss contingency in this case is not material to consolidated results of operations, financial position, cash flows or liquidity.

Guarantees: Disclosures regarding the guarantees Monsanto provides for certain customer loans in the United States, Brazil, and Europe can be found in Note 4 — Customer Financing Programs — of this Form 10-Q. Except as described in that note, there have been no significant changes to guarantees made by Monsanto since Aug. 31, 2011. Disclosures regarding these guarantees made by Monsanto can be found in Note 26 — Commitments and Contingencies — of the notes to the consolidated financial statements contained in Monsanto’s Report on Form 10-K/A for the fiscal year ended Aug. 31, 2011.

NOTE 22. SEGMENT INFORMATION

Monsanto conducts its worldwide operations through global businesses, which are aggregated into reportable segments based on similarity of products, production processes, customers, distribution methods and economic characteristics. The operating segments are aggregated into two reportable segments: Seeds and Genomics and Agricultural Productivity. The Seeds and Genomics segment consists of the global seeds and related traits businesses and biotechnology platforms. Within the Seeds and Genomics segment, Monsanto’s significant operating segments are corn seed and traits, soybean seed and traits, cotton seed and traits, vegetable seeds and all other crops seeds and traits. In February 2011, the company reorganized the operating segments within our Agricultural Productivity reportable segment as a result of a change in the way the Chief Executive Officer, who is the chief operating decision maker, evaluates the performance of operations, develops strategy and allocates capital resources. The “ROUNDUP and other glyphosate-based herbicides” operating segment and the “all other agricultural products” operating segments within Agricultural Productivity were combined into one operating segment titled “Agricultural Productivity” representing our weed management platform and supporting our Seeds and Genomics business. The change in operating segments had no impact on the company’s reportable segments. The historical segment disclosures have been recast. EBIT is defined as earnings (loss) before interest and taxes and is an operating performance measure for the two reportable segments. EBIT is useful to management in demonstrating the operational profitability of the segments by excluding interest and taxes, which are generally accounted for across the entire company on a consolidated basis. Sales between segments were not significant. Certain SG&A expenses are allocated between segments based on activity. Based on the Agricultural Productivity segment’s relative contribution to total Monsanto operations, the allocation percentages were changed at the beginning of fiscal year 2011 and remain consistent for fiscal year 2012.

Data for the Seeds and Genomics and Agricultural Productivity reportable segments, as well as for Monsanto’s significant operating segments, is presented in the table that follows:

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

	Three Months Ended May 31,				Nine Months Ended May 31,
(Dollars in millions)	2012		2011		2012		2011
Net Sales(1)
Corn seed and traits	$	1,515	$	1,123	$	5,226	$	4,134
Soybean seed and traits		698		605		1,629		1,446
Cotton seed and traits		490		487		750		666
Vegetable seeds		195		216		567		628
All other crops seeds and traits		230		216		414		357
Total seeds and genomics	$	3,128	$	2,647	$	8,586	$	7,231
Agricultural productivity		1,091		961		2,820		2,344
Total agricultural productivity	$	1,091	$	961	$	2,820	$	2,344
Total	$	4,219	$	3,608	$	11,406	$	9,575
Gross Profit
Corn seed and traits	$	927	$	679	$	3,305	$	2,524
Soybean seed and traits		463		386		1,079		953
Cotton seed and traits		385		386		567		502
Vegetable seeds		94		123		260		361
All other crops seeds and traits		152		132		217		176
Total seeds and genomics	$	2,021	$	1,706	$	5,428	$	4,516
Agricultural productivity		342		267		736		591
Total agricultural productivity	$	342	$	267	$	736	$	591
Total	$	2,363	$	1,973	$	6,164	$	5,107
EBIT(2)(3)(4)
Seeds and genomics	$	1,111	$	880	$	2,957	$	2,263
Agricultural productivity		190		95		354		222
Total	$	1,301	$	975	$	3,311	$	2,485
Depreciation and Amortization Expense
Seeds and genomics	$	127	$	124	$	382	$	371
Agricultural productivity		28		22		84		86
Total	$	155	$	146	$	466	$	457

⁽¹⁾  Represents net sales from continuing operations.

⁽²⁾  EBIT is defined as earnings (loss) before interest and taxes; see the following table for reconciliation. Earnings (loss) is intended to mean net income (loss) as presented in the Statements of Consolidated Operations under generally accepted accounting principles. EBIT is an operating performance measure for the two reportable segments.

⁽³⁾  Agricultural Productivity EBIT includes a loss from operations of discontinued businesses of $3 million for the three months ended May 31, 2012, and income from operations of discontinued businesses of $8 million and $4 million for the nine months ended May 31, 2012, and May 31, 2011, respectively.

⁽⁴⁾  EBIT includes restructuring charges for the three months and nine months ended May 31, 2011. See Note 6 — Restructuring — for additional information.

A reconciliation of EBIT to net income for each period follows:

	Three Months Ended May 31,				Nine Months Ended May 31,
(Dollars in millions)	2012		2011		2012		2011
EBIT(1)	$	1,301	$	975	$	3,311	$	2,485
Interest Expense — Net		18		18		80		66
Income Tax Provision (2)		346		265		957		700
Net Income Attributable to Monsanto Company	$	937	$	692	$	2,274	$	1,719

⁽¹⁾  Includes the income (loss) from operations of discontinued businesses and pre-tax noncontrolling interest.

⁽²⁾  Includes the income tax provision from continuing operations, the income tax benefit on noncontrolling interest and the income tax provision (benefit) on discontinued operations.

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (continued)

NOTE 23. DISCONTINUED OPERATIONS

Dairy Business Divestiture: During fourth quarter 2008, the company determined that the Dairy business was no longer consistent with its strategic business objectives, and thus entered into an agreement to sell the majority of the Dairy business assets (excluding cash, trade receivables and certain property) to Eli Lilly and Company for $300 million, plus additional contingent consideration. The contingent consideration is a 10 year earn-out with potential annual payments being earned by Monsanto if certain revenue levels are exceeded. During the nine months ended May 31, 2012, and May 31, 2011, income from operations of discontinued business included an $11 million and $2 million pre-tax gain related to the contingency, respectively. During the nine months ended May 31, 2011, income from operations of discontinued business included a $2 million pre-tax gain related to the sale of assets. During the three months ended May 31, 2012, income from operations of discontinued business included a $3 million pre-tax loss related to legal fees from an arbitration ruling of a legacy matter. The Dairy business was previously reported as a part of the Agricultural Productivity segment.

NOTE 24. SUBSEQUENT EVENTS

On June 6, 2012, the board of directors declared a quarterly dividend on its common shares of 30 cents per share. The dividend is payable on July 27, 2012, to shareholders of record on July 6, 2012.

The company had no significant subsequent events other than those described above and in Note 3 — Business Combinations.

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Background

Monsanto Company, along with its subsidiaries, is a leading global provider of agricultural products for farmers. Our 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.

We manage our business in two segments: Seeds and Genomics and Agricultural Productivity. Through our Seeds and Genomics segment, we produce leading seed brands, including DEKALB, ASGROW, DELTAPINE, SEMINIS and DE RUITER, and we develop biotechnology traits that assist farmers in controlling insects and weeds. We also provide other seed companies with genetic material and biotechnology traits for their seed brands. Through our Agricultural Productivity segment, we manufacture ROUNDUP and HARNESS brand herbicides and other herbicides.

In the fourth quarter of 2008, we entered into an agreement to divest the Dairy business. This transaction was consummated on Oct. 1, 2008. As a result, 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, the Statements of Consolidated Operations have been conformed to this presentation. The Dairy business was previously reported as part of the Agricultural Productivity segment. See Note 23 — Discontinued Operations — for further details.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with Monsanto’s consolidated financial statements and the accompanying notes. This Report on Form 10-Q should also be read in conjunction with Monsanto’s Report on Form 10-K/A for the fiscal year ended Aug. 31, 2011. Financial information for the first nine months of fiscal year 2012 should not be annualized because of the seasonality of our business. The notes to the consolidated financial statements referred to throughout this MD&A are included in Part I — Item 1 — Financial Statements — of this Report on Form 10-Q. Unless otherwise indicated, “Monsanto,” the “company,” “we,” “our” and “us” 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. Unless otherwise noted, all amounts and analyses are based on continuing operations. 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.

Non-GAAP Financial Measures

MD&A includes financial information prepared in accordance with U.S. generally accepted accounting principles (GAAP), as well as two other financial measures, EBIT and free cash flow, that are considered “non-GAAP financial measures.” Generally, a non-GAAP financial measure is a numerical measure of a company’s financial performance, financial position or cash flows that exclude (or include) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. The presentation of EBIT and free cash flow information is intended to supplement investors’ understanding of our operating performance and liquidity. Our EBIT and free cash flow measures may not be comparable to other companies’ EBIT and free cash flow measures. Furthermore, these measures are not intended to replace net income, cash flows, financial position, or comprehensive income, as determined in accordance with GAAP.

EBIT is defined as earnings (loss) before interest and taxes. Earnings (loss) is intended to mean net income (loss) attributable to Monsanto Company as presented in the Statements of Consolidated Operations under GAAP. We believe that EBIT is useful to investors and management to demonstrate the operational profitability of our segments by excluding interest and taxes, which are generally accounted for across the entire company on a consolidated basis. EBIT is also one of the measures used by Monsanto management to determine resource allocations within the company. See Note 22 — Segment Information — for a reconciliation of EBIT to net income attributable to Monsanto Company for the three months and nine months ended May 31, 2012, and May 31, 2011.

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

We also provide information regarding free cash flow, an important liquidity measure for Monsanto. We define free cash flow as the total of net cash provided or required by operating activities and provided or required by investing activities. We believe that free cash flow is useful to investors and management as a measure of the ability of our business to generate cash. This cash can be used to meet business needs and obligations, to reinvest in the company for future growth, or to return to our shareowners through dividend payments or share repurchases. Free cash flow is also used by management as one of the performance measures in determining incentive compensation. See the “Financial Condition, Liquidity, and Capital Resources — Cash Flow” section of MD&A for a reconciliation of free cash flow to net cash provided by operating activities and net cash required by investing activities on the Statements of Consolidated Cash Flows.

Executive Summary

Consolidated Operating Results — Net sales increased $611 million, or 17 percent, in the three-month comparison and $1,831 million, or 19 percent, in the nine-month comparison. This improvement was a result of increased sales of corn seed and traits in the United States, Brazil, Europe, and Latin America, increased cotton seed and traits net sales primarily in Australia, as well as increased Agricultural Productivity net sales due to increased volume. Net income attributable to Monsanto Company in the first nine months of 2012 was $4.21 per share, compared with $3.17 per share in the first nine months of 2011.

Financial Condition, Liquidity, and Capital Resources — In the first nine months of 2012, net cash provided by operating activities was $853 million, compared with $944 million in the prior-year period. This decrease was primarily due to accounts payable and other accrued liabilities, partially offset by improved earnings. Net cash required by investing activities was $542 million in first nine months of 2012 compared with $707 million in first nine months of 2011, primarily due to increased maturities of short-term investments in the current period. As a result, free cash flow improved to $311 million for the nine months ended May 31, 2012, compared with $237 million for the nine months ended May 31, 2011. For a more detailed discussion of the factors affecting the free cash flow comparison, see the “Cash Flow” section of the “Financial Condition, Liquidity, and Capital Resources” section in this MD&A.

Outlook — We plan to continue to innovate and improve our products in order to maintain market leadership and to support near-term performance. We are focused on applying innovation and technology to make our farmer customers more productive and profitable by protecting yields and improving the ways they can produce food, fiber, feed and fuel. We use the tools of modern biology to make seeds easier to grow, to allow farmers to do more with fewer resources, and to help produce healthier foods for consumers. Our current research and development (R&D) strategy and commercial priorities are focused on bringing our farmer customers second- and third-generation traits, on delivering multiple solutions in one seed (“stacking”), and on developing new pipeline products. Our capabilities in biotechnology and breeding research are generating a rich product pipeline that is expected to drive long-term growth. The viability of our product pipeline depends in part on the speed of regulatory approvals globally, and on continued patent and legal rights to offer our products.

ROUNDUP herbicides remain the largest crop protection brand globally. Following a period of increasing inventories within the global glyphosate market and expansion of global glyphosate production capacity, the market remains in an overcapacity position. As a result, the significant supply of lower-priced generics continues to cause competitive pressure in the market. We are focused on managing the costs associated with our agricultural chemistry business as that sector matures globally.

See the “Outlook” section of MD&A for a more detailed discussion of some of the opportunities and risks we have identified for our business. For additional information related to the outlook for Monsanto, see “Caution Regarding Forward-Looking Statements” at the beginning of this Report on Form 10-Q, 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, 2011.

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

RESULTS OF OPERATIONS

	Three Months Ended May 31,									Nine Months Ended May 31,
(Dollars in millions, except per share amounts)	2012			2011			Change			2012			2011			Change
Net Sales	$	4,219		$	3,608			17	%	$	11,406		$	9,575			19	%
Gross Profit		2,363			1,973			20	%		6,164			5,107			21	%
Operating Expenses:
Selling, general and administrative expenses		638			591			8	%		1,681			1,543			9	%
Research and development expenses		375			360			4	%		1,079			983			10	%
Restructuring charges, net		—			1			NM			—			9			NM
Total Operating Expenses		1,013			952			6	%		2,760			2,535			9	%
Income from Operations		1,350			1,021			32	%		3,404			2,572			32	%
Interest expense		39			35			11	%		139			117			19	%
Interest income		(21	)		(17	)		24	%		(59	)		(51	)		16	%
Other expense — net		3			15			(80	)%		46			38			21	%
Income from Continuing Operations Before Income Taxes		1,329			988			35	%		3,278			2,468			33	%
Income tax provision		361			276			31	%		971			714			36	%
Income from Continuing Operations Including Portion Attributable to Noncontrolling Interest		968			712			36	%		2,307			1,754			32	%
Discontinued Operations:
Income (loss) from operations of discontinued businesses		(3	)		—			NM			8			4			100	%
Income tax provision (benefit)		(1	)		—			NM			3			1			200	%
Income (Loss) on Discontinued Operations		(2	)		—			NM			5			3			67	%
Net Income	$	966		$	712			36	%	$	2,312		$	1,757			32	%
Less: Net income attributable to noncontrolling interest		29			20			45	%		38			38			NM
Net Income Attributable to Monsanto Company	$	937		$	692			35	%	$	2,274		$	1,719			32	%
Diluted Earnings per Share Attributable to Monsanto Company:
Income from continuing operations	$	1.74		$	1.28			36	%	$	4.20		$	3.16			33	%
Income on discontinued operations		—			—			NM			0.01			0.01			NM
Net Income Attributable to Monsanto Company	$	1.74		$	1.28			36	%	$	4.21		$	3.17			33	%
NM = Not Meaningful
Effective Tax Rate		27	%		28	%					30	%		29	%
Comparison as a Percent of Net Sales:
Gross profit		56	%		55	%					54	%		53	%
Selling, general and administrative expenses		15	%		16	%					15	%		16	%
Research and development expenses		9	%		10	%					9	%		10	%
Total operating expenses		24	%		26	%					24	%		26	%
Income from continuing operations before income taxes		32	%		27	%					29	%		26	%
Net income attributable to Monsanto Company		22	%		19	%					20	%		18	%

Third Quarter Fiscal Year 2012

The following explanations discuss the significant components of our results of operations that affected the quarter-to-quarter comparison of our third quarter income from continuing operations:

Net sales increased 17 percent in third quarter 2012 from the same quarter a year ago. Our Seeds and Genomics segment net sales increased 18 percent, and our Agricultural Productivity segment net sales increased 14 percent. The following table presents the percentage changes in third quarter 2012 worldwide net sales by segment compared with net sales in the prior-year quarter, including the effect volume, price, currency and acquisitions had on these percentage changes:

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

	Third Quarter 2012 Percentage Change in Net Sales vs. Third  Quarter 2011
	Volume			Price			Currency			Subtotal			Impact of Acquisitions(1)		Net Change
Seeds and Genomics Segment		11	%		9	%		(2	)%		18	%		—		18	%
Agricultural Productivity Segment		14	%		3	%		(3	)%		14	%		—		14	%
Total Monsanto Company		12	%		7	%		(2	)%		17	%		—		17	%

⁽¹⁾  See Note 3 — Business Combinations — and “Financial Condition, Liquidity, and Capital Resources” in MD&A for details of our acquisitions in fiscal years 2012 and 2011. Acquisitions are segregated in this presentation for one year from the acquisition date.

For a more detailed discussion of the factors affecting the net sales comparison, see the “Seeds and Genomics Segment” and the “Agricultural Productivity Segment” sections.

Gross profit increased 20 percent in the three-month comparison. Gross profit as a percent of net sales (gross profit percentage) for the total company increased one percentage point to 56 percent in third quarter 2012 primarily driven by the Agricultural Productivity segment. Gross profit percentage in the Seeds and Genomics Segment increased one percentage point to 65 percent in third quarter 2012. See the “Seeds and Genomics Segment” section of MD&A for further details. Gross profit percentage for the Agricultural Productivity segment increased three percentage points to 31 percent in third quarter 2012. This increase was primarily due to an increase in the average net selling prices of ROUNDUP and other glyphosate-based herbicides related to a shift in sales to higher priced branded products. See the “Agricultural Productivity Segment” section of the MD&A for further details regarding the Agricultural Productivity gross profit.

Operating expenses increased six percent, or $61 million, in third quarter of 2012 from the prior-year comparable period. In the three-month comparison, SG&A expenses increased eight percent primarily because of higher spending for marketing and administrative functions. R&D expenses increased four percent due to increased investment in our product pipeline. As a percent of net sales, SG&A expenses decreased one percentage point to 15 percent, and R&D expenses decreased one percentage point to nine percent in the three-month comparison.

Other expense — net was expense of $3 million in third quarter 2012, compared with expense of $15 million in the prior-year quarter. The change occurred primarily due to a contractual dispute in the prior year.

Income tax provision was $361 million in third quarter 2012, an increase of $85 million over the prior-year quarter primarily as a result of the increase in pretax income from continuing operations. The effective tax rate decreased to 27 percent in third quarter 2012 from 28 percent in the prior-year quarter. Third quarter 2012 included several discrete tax adjustments resulting in a tax benefit of $68 million. The majority of this benefit resulted from the favorable resolution of tax matters, including legacy matters of $62 million, and the expiration of statutes in various jurisdictions, partially offset by deferred tax adjustments and the establishment of tax reserves. Third quarter 2011 included several discrete tax adjustments resulting in a tax benefit of $3 million. The majority of this benefit resulted from favorable return-to-provision true-up adjustments, expiration of statutes in various jurisdictions, partially offset by deferred tax adjustments. Without the discrete items, our effective tax rate for third quarter 2012 would have been higher than the 2011 rate, primarily driven by a shift in our projected earnings mix to higher tax rate jurisdictions.

First Nine Months of Fiscal Year 2012

The following explanations discuss the significant components of our results of operations that affected the nine-month comparison of our first nine months of fiscal years 2012 and 2011 income from continuing operations:

Net sales increased 19 percent in the first nine months of 2012 from the same period a year ago. Our Seeds and Genomics segment net sales increased 19 percent, and our Agricultural Productivity segment net sales increased 20 percent, as well. The following table presents the percentage changes in the first nine months of 2012 worldwide net sales by segment compared with net sales in the prior-year comparable period, including the effect volume, price, currency and acquisitions had on these percentage changes:

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

	First Nine Months of 2012 Percentage Change in Net Sales  vs. First Nine Months of 2011
	Volume			Price			Currency			Subtotal			Impact of Acquisitions(1)		Net Change
Seeds and Genomics Segment		11	%		10	%		(2	)%		19	%		—		19	%
Agricultural Productivity Segment		19	%		3	%		(2	)%		20	%		—		20	%
Total Monsanto Company		13	%		8	%		(2	)%		19	%		—		19	%

⁽¹⁾  See Note 3 — Business Combinations — and “Financial Condition, Liquidity, and Capital Resources” in MD&A for details of our acquisitions in fiscal years 2012 and 2011. Acquisitions are segregated in this presentation for one year from the acquisition date.

For a more detailed discussion of the factors affecting the net sales comparison, see the “Seeds and Genomics Segment” and the “Agricultural Productivity Segment” sections.

Gross profit increased 21 percent in the nine-month comparison. Gross profit percentage for the total company increased one percentage point to 54 percent in the first nine months of 2012. Gross profit percentage in the Seeds and Genomics segment increased one percentage point to 63 percent in the first nine months of 2012, primarily driven by the shift to higher margin corn seed and traits products especially in the United States, Brazil, and Latin America. See the “Seeds and Genomics Segment” section of MD&A for further details. Gross profit percentage for the Agricultural Productivity segment increased one percentage point to 26 percent in the first nine months of 2012. See the “Agricultural Productivity Segment” section of the MD&A for the further information regarding the Agricultural Productivity gross profit.

Operating expenses increased nine percent, or $225 million, in the first nine months of 2012 from the prior-year comparable period. In the nine-month comparison, SG&A expenses increased nine percent primarily because of higher spending for marketing and administrative functions as well as higher incentive compensation and stock-based compensation expense. R&D expenses increased ten percent due to increased investment in our product pipeline. As a percent of net sales, SG&A expenses decreased one percentage point to 15 percent, and R&D expenses decreased one percentage point to nine percent in the nine-month comparison.

Interest expense increased 19 percent, or $22 million, in the nine-month comparison primarily due to increased customer financing activities in the first nine months of fiscal year 2012 compared to the first nine months of fiscal year 2011, as well as interest expense related to our April 2011 bond issuance.

Interest income increased $8 million in the nine-month comparison because of higher average cash balances primarily in India, Brazil, and Europe.

Other expense — net was $46 million in the first nine months of 2012, compared with $38 million in the prior-year period. The change occurred primarily due to a legal settlement for claims related to a previously owned chemical plant located in Nitro, West Virginia, and was offset by a decrease in foreign currency losses in the current period compared to the prior-year period.

Income tax provision was $971 million in the first nine months of 2012, an increase of $257 million from the prior-year comparable period primarily as a result of the increase in pretax income from continuing operations. The effective tax rate increased to 30 percent from 29 percent in the prior period. The first nine months of 2012 included several discrete tax adjustments resulting in a tax benefit of $65 million. The majority of this benefit resulted from the favorable resolution of tax matters, including legacy matters of $62 million, and the expiration of statutes in various jurisdictions, partially offset by deferred tax adjustments and tax reserves established in multiple jurisdictions. The first nine months of 2011 included several discrete tax adjustments resulting in a tax benefit of $21 million. The majority of this benefit resulted from the retroactive extension of the R&D credit pursuant to the enactment of the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010, favorable return-to-provision true-up adjustments, and the expiration of statutes in several jurisdictions, partially offset by deferred tax adjustments. Without the discrete items, our effective tax rate for the first nine months of 2012 would have still been higher than the 2011 rate, primarily driven by a shift in our projected earnings mix to higher tax rate jurisdictions.

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

SEEDS AND GENOMICS SEGMENT

	Three Months Ended May 31,							Nine Months Ended May 31,
(Dollars in millions)	2012		2011		Change			2012		2011		Change
Net Sales
Corn seed and traits	$	1,515	$	1,123		35	%	$	5,226	$	4,134		26	%
Soybean seed and traits		698		605		15	%		1,629		1,446		13	%
Cotton seed and traits		490		487		1	%		750		666		13	%
Vegetable seeds		195		216		(10	)%		567		628		(10	)%
All other crops seeds and traits		230		216		6	%		414		357		16	%
Total Net Sales	$	3,128	$	2,647		18	%	$	8,586	$	7,231		19	%
Gross Profit
Corn seed and traits	$	927	$	679		37	%	$	3,305	$	2,524		31	%
Soybean seed and traits		463		386		20	%		1,079		953		13	%
Cotton seed and traits		385		386		NM			567		502		13	%
Vegetable seeds		94		123		(24	)%		260		361		(28	)%
All other crops seeds and traits		152		132		15	%		217		176		23	%
Total Gross Profit	$	2,021	$	1,706		18	%	$	5,428	$	4,516		20	%
EBIT(1)	$	1,111	$	880		26	%	$	2,957	$	2,263		31	%

⁽¹⁾  EBIT is defined as earnings (loss) before interest and taxes. Interest and taxes are recorded on a total company basis. We do not record these items at the segment level. See Note 22 — Segment Information and the “Overview — Non-GAAP Financial Measures” section of MD&A for further details.

Seeds and Genomics Financial Performance — Third Quarter Fiscal Year 2012

Net sales of corn seed and traits increased 35 percent, or $392 million, in the three-month comparison, primarily because of higher sales in the United States. These increases were primarily driven by increased volumes due to additional planted acres and stronger customer demand, as well as higher corn net selling prices because of improved corn seed mix. Further, net sales of corn seed and traits improved because of growth in corn seed sales volume in Europe related to stronger customer demand and increased planted acres.

Soybean seed and traits net sales increased 15 percent, or $93 million, in the three-month comparison. This sales increase was primarily due to increased prices and increased penetration of second-generation soybean trait products in the United States.

Vegetable seed and traits net sales decreased 10 percent, or $21 million, in the three-month comparison primarily because of decreased demand as a result of market weakness in Europe.

The net sales fluctuations discussed throughout this section resulted in $315 million higher gross profit in third quarter 2012. Gross profit as a percent of sales for this segment increased one percentage point in the quarter-over-quarter comparison to 65 percent. This gross profit as a percent of sales increase was primarily due to growth in the higher margin U.S. market as well as higher corn net selling prices because of improved corn seed mix in the United States. These positive factors were partially offset by higher manufacturing costs on lower yields and higher winter production for corn seed and traits products, as well as higher manufacturing costs for soybean seed and traits products in the United States.

EBIT for the Seeds and Genomics segment increased $231 million to $1,111 million in third quarter 2012.

Seeds and Genomics Financial Performance — First Nine Months of Fiscal Year 2012

Net sales of corn seed and traits increased 26 percent, or $1,092 million, in the nine-month comparison, primarily in the United States, Brazil, Latin America and Europe. The increases in these regions were primarily driven by higher volumes due to an increase in planted acres and stronger customer demand. Net sales of corn seed and traits also improved because of increased trait penetration in Brazil.

Soybean seed and traits net sales increased 13 percent, or $183 million, in the first nine months of fiscal year 2012 when compared to the prior year first nine months primarily because of increased volume and penetration of second-generation soybean trait products in the United States. Further, sales increased in Brazil as the final royalties came through from the point-of-delivery system.

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

Cotton seed and traits net sales increased 13 percent, or $84 million, in the nine-month comparison, primarily because of increased planted area and a shift in grower pricing elections in Australia. In Australia, cotton growers have the option of purchasing technology at the time of the seed purchase or at the time of harvest ginning with pricing based on yield. More growers have elected the upfront purchase for technology in fiscal year 2012 than in the prior year.

Vegetable net sales decreased 10 percent, or $61 million, in the nine-month comparison. This sales decrease was primarily driven by decreased demand as a result of market weakness in Europe.

All other crops seeds and traits net sales increased 16 percent, or $57 million, in the first nine months of fiscal year 2012 when compared to the prior year first nine months because of improved sales of canola seed and traits due to a shift in timing of customer purchases.

Gross profit increased $912 million in the first nine months of 2012. Gross profit as a percent of sales for this segment increased one percentage point to 63 percent in the period-over-period comparison. This increase was primarily due to growth in the higher margin U.S. market, higher corn net selling prices because of improved corn seed mix in the United States and higher margin corn trait products especially in Brazil and Latin America. These positive factors were partially offset by increased obsolescence expense for vegetable seeds, higher manufacturing costs on lower yields and higher winter production for corn seed and traits and higher manufacturing costs for soybean seed and traits products in the United States.

EBIT for the Seeds and Genomics segment increased $694 million to $2,957 million in the first nine months of 2012.

AGRICULTURAL PRODUCTIVITY SEGMENT

	Three Months Ended May 31,							Nine Months Ended May 31,
(Dollars in millions)	2012		2011		Change			2012		2011		Change
Net Sales
Agricultural productivity	$	1,091	$	961		14	%	$	2,820	$	2,344		20	%
Total Net Sales	$	1,091	$	961		14	%	$	2,820	$	2,344		20	%
Gross Profit
Agricultural productivity	$	342	$	267		28	%	$	736	$	591		25	%
Total Gross Profit	$	342	$	267		28	%	$	736	$	591		25	%
EBIT(1)	$	190	$	95		100	%	$	354	$	222		59	%

⁽¹⁾  EBIT is defined as earnings (loss) before interest and taxes. Interest and taxes are recorded on a total company basis. We do not record these items at the segment level. See Note 22 — Segment Information and the “Overview — Non-GAAP Financial Measures” section of MD&A for further details.

Agricultural Productivity Financial Performance — Third Quarter Fiscal Year 2012

Net sales for Agricultural Productivity increased 14 percent, or $130 million, in the three-month comparison primarily due to increased sales for ROUNDUP and other glyphosate-based herbicides. This improvement was primarily because of an increase in the average net selling price of ROUNDUP and other glyphosate-based herbicides related to a shift in sales to higher priced branded products.

The net sales increases discussed throughout this section resulted in $75 million higher gross profit in third quarter 2012. Gross profit as a percent of sales for the Agricultural Productivity segment increased three percentage points to 31 percent in third quarter 2012 primarily because of an increase in the average net selling prices of ROUNDUP and other glyphosate-based herbicides. EBIT for the Agricultural Productivity segment increased $95 million to $190 million in third quarter 2012.

Agricultural Productivity Financial Performance — First Nine Months of Fiscal Year 2012

Net sales for Agricultural Productivity increased 20 percent, or $476 million, in the nine-month comparison, primarily due to increased sales for ROUNDUP and other glyphosate-based herbicides. ROUNDUP and other glyphosate-based herbicides volume increased 12 percent in the period-over-period comparison due to timing of distributor purchases in the United States, as well as increased demand primarily in the United States, Latin America and Canada. In addition, the average net selling price for ROUNDUP and other glyphosate-based herbicides increased as sales shifted to higher priced branded products in the first nine months of fiscal year 2012 compared to the first nine months of fiscal year 2011.

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

The net sales increases resulted in $145 million higher gross profit in the first nine months of 2012. Gross profit as a percent of sales for the Agricultural Productivity segment increased one percentage point in the period-over-period comparison to 26 percent. EBIT for the Agricultural Productivity segment increased $132 million to $354 million in the first nine months of 2012.

RESTRUCTURING

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

	Three Months Ended May 31,					Nine Months Ended May 31,
(Dollars in millions)	2012		2011			2012		2011
Cost of Goods Sold(1)	$	—	$	—		$	—	$	(2	)
Restructuring Charges, Net(1)(2)		—		(1	)		—		(9	)
Loss from Continuing Operations Before Income Taxes		—		(1	)		—		(11	)
Income Tax Benefit		—		1			—		5
Net Loss	$	—	$	—		$	—	$	(6	)

⁽¹⁾  For the nine months ended May 31, 2011, the $2 million of restructuring charges recorded in cost of goods sold related to the Seeds and Genomics segment. For the three months ended May 31, 2011, the $1 million of restructuring charges recorded in restructuring charges, net related to the Seeds and Genomics segment. For the nine months ended May 31, 2011, the $9 million of restructuring charges, net were split by segment as follows: $ (4) million in Agricultural Productivity and $13 million in Seeds and Genomics.

⁽²⁾  The restructuring charges for the three months and the nine months ended May 31, 2011, include reversals of $6 million and $31 million, respectively, related to the 2009 Restructuring Plan. The reversals are primarily related to severance. Although positions originally included in the plan were eliminated, individuals found new roles within the company due to attrition. There were no reversals during the three months and nine months ended May 31, 2012.

On June 23, 2009, our 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. These actions are designed to enable us to stabilize the Agricultural Productivity business and allow it to deliver optimal gross profit and a sustainable level of operating cash in the coming years, while better aligning spending and working capital needs. We also announced that we would take steps to better align the resources of our global seeds and traits business. These actions included certain product and brand rationalization within our seed businesses. On Sept. 9, 2009, we committed to take additional actions related to the previously announced restructuring plan. Furthermore, while implementing the plan, we identified additional opportunities to better align our resources, and on Aug. 26, 2010, committed to take additional actions. The plan was substantially completed in the first quarter of fiscal year 2011, and the remaining payments are expected to be made by the end of fiscal year 2012.

The total restructuring costs are $733 million. The charges are comprised of $338 million in severance and related benefits, $156 million of costs related to facility closures and exit costs and $239 million of asset impairments. Payments related to the 2009 Restructuring Plan are generated from cash from operations.

There were no charges incurred for the three months and nine months ended May 31, 2012. The following table displays the pretax charges by segment under the 2009 Restructuring Plan of $1 million incurred for the three months ended May 31, 2011, the pretax charges of $11 million incurred for the nine months ended May 31, 2011, as well as the cumulative pretax charges of $733 million.

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

	Three Months Ended May 31,												Nine Months Ended May 31,
	Seeds and Genomics				Agricultural Productivity				Total				Seeds and Genomics					Agricultural Productivity					Total
(Dollars in millions)	2012		2011		2012		2011		2012		2011		2012		2011			2012		2011			2012		2011
Work Force Reductions	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	(11	)	$	—	$	(7	)	$	—	$	(18	)
Facility Closures / Exit Costs		—		1		—		—		—		1		—		24			—		3			—		27
Asset Impairments
Property, plant and equipment		—		—		—		—		—		—		—		—			—		—			—		—
Inventory		—		—		—		—		—		—		—		2			—		—			—		2
Total Restructuring Charges, Net	$	—	$	1	$	—	$	—	$	—	$	1	$	—	$	15		$	—	$	(4	)	$	—	$	11
													Cumulative Amount through May 31, 2012
(Dollars in millions)													Seeds and Genomics					Agricultural Productivity					Total
Work Force Reductions													$	239				$	99				$	338
Facility Closures / Exit Costs														75					81					156
Asset Impairments
Property, plant and equipment														43					5					48
Inventory														119					13					132
Other intangible assets														59					—					59
Total Restructuring Charges, Net													$	535				$	198				$	733

Our 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 addition, when the decision to commit to a restructuring plan requires an asset impairment review, Monsanto evaluates such impairment issues under the Property, Plant and Equipment topic of the ASC.

In the nine months ended May 31, 2012, there were no charges recorded related to restructuring. In the nine months ended May 31, 2011, pretax restructuring charges of $11 million were recorded. The facility closures/exit costs of $27 million relate primarily to the finalization of the termination of a corn toller contract in the United States. In workforce reductions, approximately $13 million of additional charges were offset by $31 million of reversals. Although positions originally included in the plan were eliminated, individuals found new roles within the company due to attrition. In asset impairments, inventory impairments of $2 million recorded in cost of goods sold related to discontinued corn and sorghum seed products in the United States.

The actions related to the overall restructuring plan were expected to produce annual cost savings of $300 million to $340 million, primarily in cost of goods sold and SG&A. Approximately one-fourth of these savings were recognized in fiscal year 2010, with the full benefit realized in 2011.

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES

Working Capital and Financial Condition
	As of May 31,				As of Aug. 31,
(Dollars in millions, except current ratio)	2012		2011		2011
Cash and Cash Equivalents (variable interest entities - 2012: $91 and 2011: $96)	$	1,716	$	1,074	$	2,572
Trade Receivables, Net (variable interest entities - 2012: $77 and 2011: $51)		3,727		3,579		2,117
Inventory, Net		2,514		2,703		2,591
Other Current Assets(1)		1,826		1,499		1,529
Total Current Assets	$	9,783	$	8,855	$	8,809
Short-Term Debt	$	634	$	216	$	678
Accounts Payable		584		603		839
Accrued Liabilities(2)		3,064		2,843		3,212
Total Current Liabilities	$	4,282	$	3,662	$	4,729
Working Capital(3)	$	5,501	$	5,193	$	4,080
Current Ratio(3)		2.28:1		2.42:1		1.86:1

⁽¹⁾  Includes short-term investments, miscellaneous receivables, deferred tax assets and other current assets.

⁽²⁾  Includes income taxes payable, accrued compensation and benefits, accrued marketing programs, deferred revenues, grower production accruals, dividends payable, customer payable, restructuring reserves and miscellaneous short-term accruals.

⁽³⁾  Working capital is total current assets less total current liabilities; current ratio represents total current assets divided by total current liabilities.

May 31, 2012, compared with Aug. 31, 2011: Working capital increased $1,421 million between Aug. 31, 2011, and May 31, 2012, because of the following factors:

• Trade receivables increased $1,610 million due to normal ongoing sales activity because of the seasonality of our business and collections as of May 31, 2012.

• Accounts payable decreased $255 million primarily due to timing of payments at Aug. 31, 2011, compared to May 31, 2012.

• Dividends payable decreased $161 million driven by the declaration of dividends in August 2011 and the payment to shareowners in October 2011. There were no dividends payable as of May 31, 2012.

• Accrued marketing programs decreased $332 million because of the timing of payments.

These increases to working capital between Aug. 31, 2011, and May 31, 2012, were offset by the following factor:

• Cash and cash equivalents decreased $856 million between the respective periods. See the “Cash Flow” section in this section of MD&A and the “Cash Flow” section of Monsanto’s Report on Form 10-K for the fiscal year ended Aug. 31, 2011, for further details of this increase.

• Income taxes payable increased $323 million primarily due to the seasonality of U.S. results coupled with the timing of U.S. income tax payments.

May 31, 2012, compared with May 31, 2011: Working capital increased $308 million between May 31, 2012, and May 31, 2011. The following factors increased working capital as of May 31, 2012, compared with May 31, 2011:

• Cash and cash equivalents increased $642 million between the respective periods. See the “Cash Flow” section in this section of MD&A for further details of this increase.

• Trade receivables increased $148 million due to an increase in current year sales compared to the prior year.

• Other current assets increased $327 million primarily due to the increase in deferred tax assets of $267 million.

These working capital increases were partially offset by the following factors:

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

• Inventory decreased $189 million primarily because of increased sales in Agricultural Productivity, which outpaced production, and better utilization in both soybeans and corn compared to the prior nine months. This was offset by increases in Latin America due to higher unit costs as well as higher vegetable seed production yields.

• Short-term debt increased $418 million primarily due to long-term debt maturing in the next 12 months which was moved to short term, partially offset by payments on debt related to the acquisition of the Chesterfield Village Research Center.

• Accrued liabilities increased $221 million. Income taxes payable increased $124 million primarily due to an increase in pretax income, partially offset by changes in deferred tax balances.

Customer Financing Programs: We participate in a revolving financing program in Brazil that allows us to transfer up to 1 billion Brazilian reais (approximately $495 million) for select customers in Brazil to a special purpose entity (SPE), formerly a qualified special purpose entity (QSPE). Third parties, primarily investment funds, hold an 88 percent senior interest in the entity, and we hold the remaining 12 percent interest. Under the arrangement, a recourse provision requires us to cover the first 12 percent of credit losses within the program. We have evaluated our relationship with the entity under updated guidance within the Consolidation topic of the ASC and, as a result, the entity has been consolidated on a prospective basis effective Sept. 1, 2010. For further information on this topic, see Note 5 — Variable Interest Entities.

We have an agreement in the United States to sell customer receivables up to a maximum of $500 million and to service such accounts. 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 $325 million and $3 million for the first nine months of fiscal years 2012 and 2011, respectively. The agreement includes recourse provisions and thus a liability is established at the time of sale that approximates fair value based upon our historical collection experience and a current assessment of credit exposure. The recourse liability recorded by us was $1 million as of May 31, 2012. There was no recourse liability recorded by us as of Aug. 31, 2011. The maximum potential amount of future payments under the recourse provisions of the agreement was $7 million as of May 31, 2012. The outstanding balance of the receivables sold was $111 million and $3 million as of May 31, 2012, and Aug. 31, 2011, respectively. There were delinquent accounts of $2 million and $3 million as of May 31, 2012, and Aug. 31, 2011, respectively.

We sell accounts receivable in the United States and 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 accounts receivable sold totaled $5 million for the first nine months of fiscal years 2012 and 2011. The liability for the guarantees for sales with recourse is recorded at an amount that approximates fair value, based on our historical collection experience for the customers associated with the sale of the receivables and a current assessment of credit exposure. There was no liability balance as of May 31, 2012, or Aug. 31, 2011. There was no maximum potential amount of future payments under the recourse provisions of the agreements as of May 31, 2012. The outstanding balance of receivables sold was $4 million and $55 million as of May 31, 2012, and Aug. 31, 2011, respectively. There were no delinquent loans as of May 31, 2012, or Aug. 31, 2011.

We also have agreements with lenders to establish programs to provide financing of up to 550 million Brazilian reais (approximately $270 million) for selected customers in Brazil. In this program, we provide a guarantee of the accounts 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, based on our historical collection experience with customers that participate in the program and a current assessment of credit exposure. There was no liability balance as of May 31, 2012. Our guarantee liability was $1 million as of Aug. 31, 2011. If performance is required under the guarantee, we may retain amounts that are subsequently collected from customers. There was no maximum potential amount of future payments under the guarantee as of May 31, 2012. The account balance outstanding for these programs was $34 million and $49 million as of May 31, 2012, and Aug. 31, 2011, respectively. There were no delinquent loans as of May 31, 2012. There were delinquent loans of $1 million as of Aug. 31, 2011.

We also have similar agreements with banks that provide financing to our customers in the United States, Europe and Latin America where we provide a guarantee of the accounts in the event of customer default. There was no maximum potential amount of future payments under the guarantees as of May 31, 2012. Our guarantee liability was $2 million as of May 31, 2012, and Aug. 31, 2011. The account balance outstanding for these programs was $34 million and $33 million as of May 31, 2012, and Aug. 31, 2011, respectively. There were delinquent loans of $1 million as of May 31, 2012. There were no delinquent loans as of Aug. 31, 2011.

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

Cash Flow

	Nine Months Ended May 31,
(Dollars in millions)	2012			2011
Net Cash Provided by Operating Activities	$	853		$	944
Net Cash Required by Investing Activities		(542	)		(707	)
Free Cash Flow(1)		311			237
Net Cash Required by Financing Activities		(1,021	)		(766	)
Cash Assumed from Initial Consolidation of Variable Interest Entities		—			77
Effect of Exchange Rate Changes on Cash and Cash Equivalents		(146	)		41
Net Decrease in Cash and Cash Equivalents		(856	)		(411	)
Cash and Cash Equivalents at Beginning of Period		2,572			1,485
Cash and Cash Equivalents at End of Period	$	1,716		$	1,074

⁽¹⁾  Free cash flow represents the total of net cash provided by operating activities and required by investing activities (see the “Non-GAAP Financial Measures” section in MD&A for a further discussion).

Cash provided by operating activities was $853 million in first nine months of 2012 compared with $944 million in the first nine months of 2011. The decrease of $91 million was primarily due to the change in cash provided by accounts payable and other accrued liabilities of $849 million because of an increase in tax payments and higher employee incentive payouts in the first nine months of fiscal year 2012. In addition, inventory required an additional $203 million in the current period because of increased row crop production and commodity prices. These decreases were partially offset by higher net income of $555 million in the respective periods from $1,757 million to $2,312 million, as well as a decrease of $153 million in cash payments for restructuring, which was substantially completed by third quarter 2011.

Cash required by investing activities was $542 million in the first nine months of 2012 compared to $707 million in the first nine months of 2011. The overall change of $165 million in the first nine months of fiscal year 2011 compared to the first nine months of fiscal year 2011 was primarily because of the timing of our purchases and maturities of short-term investments.

The amount of cash required by financing activities was $1,021 million in the first nine months of 2012 compared with $766 million in the first nine months of 2011. The increased cash required of $255 million during the first nine months of fiscal year 2012 was primarily because of the long-term debt proceeds of $300 million that was a source of cash in the first nine months of fiscal year 2011. Offsetting this, treasury stock purchases decreased $63 million as we decreased our repurchase of shares during the first nine months of fiscal year 2012 compared to the comparable prior-year period. In addition, long-term debt reductions decreased $50 million in the first nine months of fiscal year 2012 compared to the first nine months of fiscal year 2011 due to the timing of repayments on the note related to the acquisition of the Chesterfield Village research facility.

Capital Resources and Liquidity

	As of May 31,						As of Aug. 31,
(Dollars in millions, except debt-to-capital ratio)	2012			2011			2011
Short-Term Debt	$	634		$	216		$	678
Long-Term Debt		1,538			2,027			1,543
Total Shareowners’ Equity		12,077			11,845			11,545
Debt-to-Capital Ratio		15	%		16	%		16	%

A major source of our liquidity is operating cash flows, which can be derived from net income. This cash-generating capability provides us with the financial flexibility we need to meet operating, investing and financing needs. To the extent that cash provided by operating activities is not sufficient to fund our cash needs, which generally occurs during the first and third quarters of the fiscal year because of the seasonal nature of our business, short-term commercial paper borrowings are used to finance these requirements. We anticipate the possibility of accessing the commercial paper markets in 2012 for short periods of time to finance working capital needs and do not believe our options will be limited. We had no commercial paper borrowings outstanding at May 31, 2012.

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

We held cash and cash equivalents and short-term investments of $2.9 billion at Aug. 31, 2011, of which $1.4 billion was held by foreign entities. Our intent is to permanently reinvest earnings of our foreign operations and our current operating plans do not demonstrate a need to repatriate foreign earnings to fund our U.S. operations. However, if these funds were needed for our operations in the United States, we would be required to accrue and pay U.S. taxes to repatriate these funds. At the end of the third quarter of fiscal year 2012, we held cash and cash equivalents and short-term investments of $2 billion, of which $1.2 billion was held by foreign entities.

Monsanto has a $2 billion credit facility agreement with a group of banks that provides a senior unsecured revolving credit facility through April 1, 2016. Effective May 31, 2012, the facility was extended one year from April 1, 2015, to April 1, 2016.

Total debt outstanding decreased $71 million between May 31, 2011, and May 31, 2012, primarily due to payments of $188 million in fiscal year 2011 and $136 million in fiscal year 2012 related to the purchase of the Chesterfield Village Research Center that occurred in April 2010 for $435 million. This was offset by our issuance of $300 million of 2.75% Senior Notes in April 2011, which are due on April 15, 2016.

In June 2012, we revised the estimated issue date of the new fixed-rate debt to on or before July 13, 2012, to repay $485 million of 7  ³/8% Senior Notes that are due on Aug. 15, 2012. In March 2009, we entered into forward starting interest rate swaps with a total notional amount of $250 million. In August 2010, we entered into forward starting interest rate swaps with a total notional amount of $225 million. Our purpose 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 until the debt is issued.

Dividend: In June 2012, we declared a quarterly dividend of 30 cents payable on July 27, 2012, to shareowners of record as of July 6, 2012.

Capital Expenditures: We expect fiscal year 2012 capital expenditures to be in the range of $600 million to $700 million compared with $540 million in fiscal year 2011. The primary driver of this increase is higher overall spending on projects related to our Agricultural Productivity segment.

Divestiture: In October 2008, we sold the Dairy business after receiving approval from the appropriate regulatory agencies. During the nine months ended May 31, 2012, and May 31, 2011, income from operations of discontinued businesses included a pre-tax gain related to the sale of $8 million and $4 million, respectively.

2012 Acquisitions: In June 2012, Monsanto acquired 100 percent of the outstanding stock of Precision Planting, Inc., a planting technology developer located in Tremont, Illinois, for a total cash consideration of $210 million for the business, plus a performance-based payment of up to $40 million. Precision Planting develops technology to improve yields through on-farming planting performance. The acquisition of the company will become part of Monsanto’s Integrated Farming Systems unit, which utilizes advanced agronomic practices, seed genetics and innovative on-farm technology to deliver optimal yield to farmers while using fewer resources. As of June 29, 2012, the initial accounting for the business combination has not been completed.

In September 2011, we acquired 100 percent of the outstanding stock of Beeologics, a technology start-up business based in Israel, which researches and develops biological tools to provide targeted control of pests and diseases. The acquisition of the company will allow Monsanto to further explore the use of biologicals broadly in agriculture to provide farmers with innovative approaches to the challenges they face. Monsanto intends to use the base technology from Beeologics as a part of our continuing discovery and development pipeline. The total cash paid and the fair value of the acquisition was $113 million (net of cash acquired), and it was primarily allocated to goodwill and intangibles.

2011 Acquisitions: In February 2011, we acquired 100 percent of the outstanding stock of Divergence, Inc., a biotechnology research and development company located in St. Louis, Missouri. The total cash paid and the fair value of the acquisition were $71 million, and the purchase price was primarily allocated to intangibles and goodwill.

In December 2010, we acquired 100 percent of the outstanding stock of Pannon Seeds, a seed processing plant located in Hungary, from IKR Production Development and Commercial Corporation. The acquisition of this plant, which qualifies as a business under the Business Combinations topic of the ASC, allows Monsanto to reduce third party seed production in Hungary. The total fair value of the acquisition was $32 million, and the purchase price was primarily allocated to fixed assets and goodwill. This fair value includes $28 million of cash paid (net of cash acquired) and $4 million related to assumed liabilities.

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2012 Contractual Obligations: There have been no significant changes to the contractual obligations table as disclosed in our Annual Report on Form 10-K/A for the year ended Aug. 31, 2011.

Off-Balance Sheet Arrangement

Under our Separation Agreement with Pharmacia, we are required to indemnify Pharmacia for certain matters, such as environmental remediation obligations and litigation. To the extent we are currently managing any such matters, we evaluate them in the course of managing our own potential liabilities and establish reserves as appropriate. However, additional matters may arise in the future, and we may manage, settle or pay judgments or damages with respect to those matters in order to mitigate contingent liability and protect Pharmacia and Monsanto. See Note 21 — Commitments and Contingencies and Part II — Item 1 — Legal Proceedings — for further information.

We have entered into various customer financing programs which are accounted for in accordance with the Transfers and Servicing topic of the ASC. See Note 4 — Customer Financing Programs — for further information.

OUTLOOK

We believe we have achieved an industry-leading position in the areas in which we compete in both of our business segments. However, the outlook for each part of our business is quite different. In the Seeds and Genomics segment, our seeds and traits business is expected to expand via our investment in new products. In the Agricultural Productivity segment, we expect to deliver competitive products in a more steady-state business.

We believe that our company is positioned to deliver value-added products to growers enabling us to grow our gross profit in the future. We expect to see strong cash flow in the future, and we remain committed to returning value to shareowners through vehicles such as investments that expand the business, dividends and share repurchases. We will remain focused on cost and cash management for each segment, both to support the progress we have made in managing our investment in working capital and to realize the full earnings potential of our businesses. We plan to continue to seek additional external financing opportunities for our customers as a way to manage receivables for each of our segments.

Outside of the United States, our businesses will continue to face additional challenges related to the risks inherent in operating in emerging markets, along with an increased level of risk in Europe. We expect to continue to monitor these developments and the challenges and issues they place on our business. We believe we have taken appropriate measures to manage our credit exposure, which has the potential to affect sales negatively in the near term. In addition, volatility in foreign currency exchange rates may negatively affect our profitability, the book value of our assets outside the United States and our shareowners’ equity.

Seeds and Genomics

Our capabilities in plant breeding and biotechnology research are generating a rich and balanced product pipeline that we expect will drive long-term growth. We plan to continue to invest in the areas of seeds, genomics and biotechnology and to invest in technology arrangements that have the potential to increase the efficiency and effectiveness of our R&D efforts. We believe that our seeds and traits businesses will have significant near-term growth opportunities through a combination of improved breeding and continued growth of stacked and second- and third-generation biotech traits.

We expect advanced breeding techniques combined with improved production practices and capital investments will continue to contribute to improved germplasm quality and yields for our seed offerings, leading to increased global demand for both our branded germplasm and our licensed germplasm. We plan to improve and grow our vegetable seeds business, which has a portfolio focused on 23 crops. We continue to apply our molecular breeding and marker capabilities to our vegetable seeds germplasm, which we expect will lead to business growth. The business integration into a global platform, along with a number of process improvements, has improved our ability to develop and deliver new, innovative products to our broad customer base. The acquisition of Aly Participacoes Ltda. in fiscal year 2009 is expected to enable us to combine our areas of

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MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

breeding expertise in an effort to enhance yields in sugarcane, a crop that we feel is vital to addressing growing global food and fuel demands. We also plan to continue making strategic acquisitions in our seed businesses to grow our branded seed market share, expand our germplasm library and strengthen our global breeding programs. We expect to see continued competition in seeds and genomics. We believe we will have a competitive advantage because of our global breeding capabilities and our multiple-channel sales approach in the United States for corn and soybean seeds.

Commercialization of second- and third-generation traits and the stacking of multiple traits in corn and cotton are expected to increase penetration in approved markets, particularly as we continue to price our traits in line with the value growers have experienced. In 2011, we saw higher-value, stacked-trait products representing a larger share of our total U.S. corn seed sales than they did in 2010. We experienced an increase in competition in biotechnology as more competitors launched traits in the United States and internationally. Acquisitions may also present mid-to-longer term opportunities to increase penetration of our traits. We believe our competitive position continues to enable us to deliver second- and third-generation traits when our competitors are delivering their first-generation traits.

Full regulatory approval was received for a 5 percent refuge-in-a-bag (RIB) seed blend from the U.S. EPA and CFIA for GENUITY SMARTSTAX RIB COMPLETE corn providing a single bag solution enabling farmers in the Corn Belt to plant corn without a separate refuge. GENUITY SMARTSTAX RIB COMPLETE corn was launched in 2011. U.S. EPA and CFIA have granted registration for GENUITY VT DOUBLE PRO RIB COMPLETE corn. This approval adds another single-bag product to the GENUITY reduced-refuge family of products. GENUITY VT DOUBLE PRO RIB COMPLETE corn is broadly available to farmers in 2012.

Notwithstanding continuing and varied legal challenges by private and governmental parties in Brazil, we expect to continue to operate our dual-track business model of certified seeds and our point-of-delivery payment system (ROUNDUP READY soybeans, and in the future INTACTA ROUNDUP READY 2 PRO soybeans) and our indemnification collection system (BOLLGARD cotton) to ensure that we capture value on all of our ROUNDUP READY soybeans and BOLLGARD cotton crops grown there. In one such legal challenge, a court ruling in Brazil challenged the collectability of certain royalties for Roundup Ready soybeans through the point-of-delivery system. Subsequently, an appeals court in Brazil recently issued a preliminary injunction resulting in the suspension of a lower state court ruling and maintaining such royalty collections while the full case continues on appeal. Income is expected to grow in Brazil as farmers choose to plant more of its approved traits in soybeans, corn, and cotton. Although Brazilian law clearly states that the pipeline patents protecting these products have the duration of the corresponding U.S. patent (2014 for ROUNDUP READY soybeans), the duration (and application) of these pipeline patents is currently under judicial review in Brazil. The agricultural economy in Brazil could be impacted by global commodity prices, particularly for corn and soybeans. We continue to maintain our strict credit policy, expand our grain-based collection system, and focus on cash collection and sales, as part of a continuous effort to manage our risk in Brazil against such volatility.

During 2007, we announced a long-term joint R&D and commercialization collaboration in plant biotechnology with BASF that will focus on high-yielding crops and crops that are tolerant to adverse conditions such as drought. We have completed all North American and key import country regulatory submissions for the first biotech drought-tolerant corn product. Necessary approvals have been obtained for on-farm testing plots that will be planted in 2012 to obtain on-farm data useful for the expected full-scale U.S. launch in 2013. Remaining regulatory import approvals needed for full-scale launch are pending but expected by the 2013 planting season. Over the life of the collaboration, we and BASF will dedicate a joint budget of potentially $2.5 billion to fund a dedicated pipeline of yield and stress tolerance traits for corn, soybeans, cotton, canola and wheat.

Our international traits businesses, in particular, will probably continue to face unpredictable regulatory environments that may be highly politicized. We operate in volatile, and often difficult, economic and political environments. Although we see growth potential in our India cotton business with the ongoing conversion to higher planting rates with hybrids and BOLLGARD II cotton, this business is currently operating under existing and the potential for new state governmental pricing directives that we believe limit near-term earnings potential in India.

Efforts to secure an orderly system in Argentina to support the introduction of new technology products are underway. We do not plan to collect on first generation ROUNDUP READY soybeans. We are preparing for a potential launch of INTACTA ROUNDUP READY 2 PRO soybeans provided we can achieve more certainty that we will be compensated for providing the technology. To achieve this, we are pursuing grower and grain handler agreements.

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Following the decision of the French government to suspend the planting of YIELDGARD Corn Borer in February 2008, French farmers, French grower associations and various companies, including Monsanto, filed a claim to the Supreme Administrative court (Conseil d’Etat) to overturn the French government’s suspension of planting of YIELDGARD Corn Borer. As a result of the ban, the sales or planting of MON810 products in France were suspended. The European Food Safety Authority (EFSA) issued an opinion that the French suspension is not supported on a scientific basis. The case was referred to the European Court of Justice (ECJ) and on Sept. 8, 2011, the ECJ ruled that the French ban was illegal and that a ban can be invoked only in circumstances that are likely to constitute a clear and serious risk to human health, animal health or the environment. On Nov. 28, 2011, the Conseil d’Etat ordered the French government to cancel the ban imposed on genetically-modified corn crops in 2008. The court ruled that the agriculture ministry had not established high risk to the environment or health and thus lacked scientific basis for the ban. On March 16, 2012, the French Government announced a new temporary suspension of the cultivation of MON810 corn in France. On May 21, 2012, EFSA published their opinion on the MON810 French ban concluding that there is no specific scientific evidence, in terms of risk to human and animal health or the environment, that would support the ban and that would invalidate its previous risk assessments of maize MON810. On April 17, 2009, Germany undertook a procedural action under European law and banned the planting of YIELDGARD Corn Borer. We sought interim relief to overturn the ban which the German administrative courts denied. As a result, the sales or planting of MON810 products in Germany were suspended. The court proceedings are postponed pending the outcome of administrative proceedings. Other European Union Member States (e.g., Austria, Luxembourg and Greece) have also invoked procedural measures but we have focused our legal challenges to those countries with significant corn plantings.

On Sept. 4, 2007, we received a civil investigative demand from the Iowa Attorney General seeking information regarding the production and marketing of glyphosate and the development, production, marketing, or licensing of soybean, corn, or cotton germplasm containing transgenic traits. Iowa coordinated this inquiry with several other states. We have fully cooperated with this investigation and complied with all requests. We believe we have meritorious legal positions and will continue to represent our interests vigorously in this matter.

On Jan. 12, 2010, the Antitrust Division of the U.S. Department of Justice (DOJ) issued a civil investigative demand to Monsanto requesting information on our soybean traits business. Among other things, the DOJ has requested information regarding our plans for and licensing of soybean seed containing ROUNDUP READY or ROUNDUP READY 2 YIELD traits. We are cooperating with this request. We believe we have meritorious legal positions and will continue to represent our interests vigorously in this matter.

Agricultural Productivity

The structural changes that have occurred in the global glyphosate market, including overcapacity at the manufacturing level, have created a significant compression in the manufacturer’s margin. We believe this structural change is permanent and will therefore have a long term impact on the level of profits and cash generated by this business. While we expect the business to continue to be cash positive, we have oriented the focus of Monsanto’s crop protection business to strategically support Monsanto’s ROUNDUP READY crops through our weed management platform that delivers weed control offerings for farmers. In addition, we expect our lawn-and-garden business will continue to be a solid contributor to our Agricultural Productivity segment.

The staff of the SEC is conducting an investigation of financial reporting associated with our customer incentive programs for glyphosate products for the fiscal years 2009 and 2010, and we have received a subpoena in connection therewith. We are cooperating with the investigation.

Other Information

As discussed in Note 21 — Commitments and Contingencies and Part II — Item 1 — Legal Proceedings, Monsanto is involved in a number of lawsuits and claims relating to a variety of issues. Many of these lawsuits relate to intellectual property disputes. We expect that such disputes will continue to occur as the agricultural biotechnology industry evolves. Third parties, including non-governmental organizations, have challenged the validity or enforceability of patents issued to the company regarding our biotechnology products. For additional information related to the outlook for Monsanto, see “Caution Regarding Forward-Looking Statements” at the beginning of this Report on Form 10-Q, 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, 2011.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

In preparing our financial statements, we must select and apply various accounting policies. Our most significant policies are described in Part II — Item 8 — Note 2 — Significant Accounting Policies — to the consolidated financial statements contained in our Report on Form 10-K/A for the fiscal year ended Aug. 31, 2011. In order to apply our accounting policies, we often need to make estimates based on judgments about future events. In making such estimates, we rely on historical experience, market and other conditions, and on assumptions that we believe to be reasonable. However, by its nature the estimation process is uncertain, given that estimates depend on events over which we may not have control. If market and other conditions change from those that we anticipate, our financial condition, results of operations, or liquidity may be affected materially. In addition, if our assumptions change, we may need to revise our estimates or take other corrective actions, either of which may have a material effect on our financial condition, results of operations, or liquidity.

The estimates that have a higher degree of inherent uncertainty and require our most significant judgments are outlined in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Report on Form 10-K/A for fiscal year ended Aug. 31, 2011. Had we used estimates different from any of those contained in such Report on Form 10-K/A, our financial condition, profitability, or liquidity for the current period could have been materially different from those presented in this Form 10-Q.

NEW ACCOUNTING STANDARDS

In December 2011, the FASB issued a new accounting standard update which requires entities to disclose both gross and net information about both financial instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting agreement. The objective of the disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. Generally Accepted Accounting Principles and those entities that prepare their financial statements on the basis of International Financial Reporting Standards. This standard is effective for fiscal years, and interim periods within those years, beginning on or after Jan. 1, 2013. Retrospective presentation for all comparative periods presented is required. Accordingly, Monsanto will adopt this amendment in the first quarter of fiscal year 2014. We are currently evaluating the impact of adoption on the consolidated financial statements.

In June 2011, the FASB issued an amendment to the Comprehensive Income topic of the ASC. This amendment eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareowners’ equity. The amendment is effective for fiscal years beginning after Dec. 15, 2011, and interim periods within that year. Accordingly, we will adopt this amendment in first quarter fiscal year 2013. We are currently evaluating the impact of adoption on the consolidated financial statements.

In May 2011, the FASB issued a new accounting standard update, which amends the fair value measurement guidance and includes some enhanced disclosure requirements. The most significant change in disclosures is an expansion of the information required for Level 3 measurements based on unobservable inputs. The amendment is effective for interim and annual periods beginning after Dec. 15, 2011. Accordingly, we adopted this standard in third quarter of fiscal year 2012.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There are no material changes related to market risk from the disclosures in Monsanto’s Report on Form 10-K for the fiscal year ended Aug. 31, 2011.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of May 31, 2012. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Based upon the evaluation, management has concluded that our disclosure controls and procedures were not effective as of May 31, 2012, due to the fact that there was a material weakness in our internal control over financial reporting as discussed in more detail in our Annual Report on Form 10-K/A for fiscal year 2011 under Part II, Item 9A.

Remediation Plan

Management has been actively engaged in implementing remediation plans to address the control deficiencies. The following remediation efforts have been completed:

• Our internal policies related to customer incentive programs have been refined and issued. These policies provide additional clarity on definitions, rules and exceptions to policies;

• We have established a more comprehensive review and approval procedure for prepayments to customers to ensure that appropriate accounting treatment is applied when obligations are fulfilled and payments are earned;

• We have implemented additional procedures to improve the capture, review, approval, and recording of all incentive arrangements in the appropriate accounting period.

The following remediation efforts will continue in the fourth quarter:

• The training sessions for sales and finance personnel on revenue recognition and customer incentive programs will be completed;

• We have made progress with and will continue to simplify customer programs.

Management has developed a detailed plan and timetable for the implementation and verification of the foregoing remediation efforts and will monitor the implementation. In addition, under the direction of the Audit and Finance Committee, management will continue to review and make necessary changes to the overall design of the company’s internal control environment, as well as to policies and procedures to improve the overall effectiveness of internal control over financial reporting.

Management believes the foregoing efforts when completed will effectively remediate the material weakness. As the company continues to evaluate and work to improve its internal control over financial reporting, management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described above.

If not remediated, these control deficiencies could result in further material misstatements to the company’s financial statements.

Changes in Internal Control over Financial Reporting

As a result of the completed remediation efforts noted above, there were improvements in internal control over financial reporting during the quarter ended May 31, 2012, that are reasonably likely to materially affect the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in various legal proceedings that arise in the ordinary course of our business, as well as proceedings that we have considered to be material under SEC regulations. These include proceedings to which we are party in our own name and proceedings to which our former parent Pharmacia Corporation or its former subsidiary Solutia Inc. is a party but that we manage and for which we are responsible. Information regarding certain material proceedings and the possible effects on our business of proceedings we are defending is disclosed in Note 21 under the subheading “Environmental and Litigation Liabilities — Litigation” and is incorporated by reference herein. The following discussion provides new and updated information regarding certain other proceedings for which we are responsible. Other information with respect to legal proceedings appears in our Report on Form 10-K for the fiscal year ended Aug. 31, 2011.

Securities and Derivative Proceedings

As described in our Report on Form 10-K for the fiscal year ended Aug. 31, 2011, and our Report on Form 10-Q for the quarterly periods ended Nov. 30, 2011, and Feb. 29, 2012, on July 29, 2010, a purported class action suit, styled Rochester Laborers Pension Fund v. Monsanto Co., et al., was filed against us and three of our past and present executive officers in the U.S. District Court for the Eastern District of Missouri. The suit alleged that defendants violated the federal securities laws by making false or misleading statements between Jan. 7, 2009, and May 27, 2010, regarding our earnings guidance for fiscal 2009 and 2010 and the anticipated future performance of our ROUNDUP business. On Nov. 1, 2010, the Court appointed the Arkansas Teacher Retirement System as lead plaintiff in the action. On Jan. 31, 2011, lead plaintiff filed an amended complaint against us and four of our past and present executive officers in the same action. The amended complaint alleged that defendants violated the federal securities laws by making false and misleading statements during the same time period, regarding our earnings guidance for fiscal 2009 and 2010 as well as the anticipated future performance of our ROUNDUP business and our Seeds and Genomics business. Lead plaintiff claimed that these statements artificially inflated the price of our stock and that purchasers of our stock during the relevant period were damaged when the stock price later declined. Lead plaintiff sought the award of unspecified amount of damages on behalf of the alleged class, counsel fees and costs. On April 1, 2011, defendants moved to dismiss the amended complaint for failure to state a claim upon which relief may be granted. On June 14, 2011, lead plaintiff filed its opposition to the motion, and defendants’ reply thereto was filed on Aug. 12, 2011. On Dec. 12, 2011, lead plaintiff moved to supplement the record on the motion to dismiss with facts concerning the SEC investigation of our financial reporting associated with customer incentive programs for glyphosate products and our restatement of our financial results for fiscal years 2009 and 2010 and certain quarters of fiscal year 2011. On Jan. 5, 2012, the Court denied lead plaintiff’s motion to supplement the record. On Jan. 20, 2012, lead plaintiff sought leave to amend its complaint, which the Court granted on Jan. 31, 2012. The second amended complaint repeats the allegations and claims in the amended complaint regarding our earnings guidance for fiscal 2009 and 2010 and our statements relating to the anticipated future performance of our ROUNDUP business and Seeds and Genomics business. The second amended complaint adds allegations and claims related to the November 2011 restatement of our financial results for fiscal 2009 and 2010 and our purported failure to disclose the adoption of customer incentive programs to drive ROUNDUP sales in the fourth quarter of fiscal 2009. On Feb. 29, 2012, defendants moved to dismiss the second amended complaint for failure to state a claim upon which relief may be granted. Lead plaintiff filed its opposition to the motion on April 6, 2012, and defendants filed a reply on April 27, 2012. We believe we have meritorious legal positions and will continue to represent our interests vigorously in this matter.

As described in our Report on Form 10-K for the fiscal year ended Aug. 31, 2011, and Monsanto’s Report on Form 10-Q for the quarterly periods ended Nov. 30, 2011, and Feb. 29, 2012, on Aug. 4 and 5, 2010, two purported derivative suits styled Espinoza v. Grant, et al. and Clark v. Grant, et al., were filed on our behalf against our directors and three of our past and present executive officers in the Circuit Court of St. Louis County, Missouri. Asserting claims for breach of fiduciary duty, corporate waste and unjust enrichment, plaintiffs allege that our directors themselves made or allowed Monsanto to make the same allegedly false and misleading statements pertaining to the anticipated future performance of our ROUNDUP business that are at issue in the purported class action. Plaintiffs also assert a claim arising out of the acceleration of certain stock options held by one of our former executive officers upon his retirement, as well as a claim based on one director’s sale of Monsanto stock while allegedly in possession of material, non-public information relating to our earnings guidance. Plaintiffs seek injunctive relief and the award of unspecified amounts of damages and restitution for Monsanto, counsel fees and costs. Plaintiffs moved for an order consolidating the Espinoza and Clark actions and appointing lead and liaison counsel. On March 11, 2011, the Court approved the parties’ stipulation with respect to this motion and consolidated the two actions. Defendants moved for a stay of

52

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

these actions in favor of the proposed federal securities class action (described above) and the federal derivative action (described below). On March 11, 2011, the Court approved the parties’ stipulation with respect to this motion and stayed the consolidated actions pending resolution of motions to dismiss expected to be filed in the federal actions, subject to specified exceptions.

As described in our Report on Form 10-K for the fiscal year ended Aug. 31, 2011, and Monsanto’s Report on Form 10-Q for the quarterly periods ended Nov. 30, 2011, and Feb. 29, 2012, another purported derivative action styled Kurland v. AtLee, et al., was filed on our behalf against our directors in the U.S. District Court for the Eastern District of Missouri. Asserting claims for breach of fiduciary duty, abuse of control, gross mismanagement, corporate waste, unjust enrichment and insider selling and misappropriation under Delaware law, the complaint contains allegations similar to the two state court derivative actions described above relating to the same allegedly false and misleading statements and a director’s sale of shares, and adds allegations relating to a senior executive’s sale of Monsanto stock while allegedly in possession of material, non-public information. Plaintiff seeks injunctive relief and the award of unspecified amounts of compensatory and exemplary damages, counsel fees and costs. On Sept. 3, 2010, defendants in the securities class action described above moved for consolidation and coordination of that action with the Kurland derivative action. On Sept. 28, 2010, the Court denied this motion, but stated that pretrial coordination of the federal actions should occur. On Oct. 11, 2010, a second purported derivative action styled Stone v. Bachmann, et al., was filed in the same federal district court on our behalf against certain of our directors. The allegations made and relief sought in the action are substantially similar to the allegations made and relief sought in the Kurland action. On Oct. 13, 2010, a third purported derivative action, styled Fagin v. AtLee, et al., was filed on our behalf against our directors in the same federal district court. The allegations made and relief sought in the Fagin action are substantially similar to the allegations made and relief sought in both the Kurland and Stone actions. The parties in these three derivative actions stipulated to their consolidation for all purposes and to the filing of a consolidated complaint, and the Court approved their stipulation on Nov. 30, 2010. The parties thereafter filed an agreed motion for a stay of the consolidated derivative action until thirty days after (a) the Court in the proposed securities class action enters an order dismissing lead plaintiff’s amended complaint in that action without leave to amend or (b) defendants in the proposed securities class action answer lead plaintiff’s amended complaint. On Feb. 28, 2011, the Court granted the agreed motion for a stay.

ITEM 1A. RISK FACTORS

Please see “Caution Regarding Forward-Looking Statements,” at the beginning of this Report on Form 10-Q and Part I — Item 1A of our Report on Form 10-K for the fiscal year ended Aug. 31, 2011, for information regarding risk factors. There have been no material changes from the risk factors previously disclosed in our Report on Form 10-K.

53

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table is a summary of any purchases of equity securities during the third quarter of fiscal year 2012 by Monsanto and any affiliated purchasers, pursuant to SEC rules.

Period	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share(1)		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Approximate Dollar Value of Shares  that May Yet Be Purchased Under the Plans or Programs
March 2012:
March 1, 2012, through March 31, 2012		127,619	$	79.15		127,619	$	188,208,601
April 2012:
April 1, 2012, through April 30, 2012		1,371,032	$	76.96		1,371,032	$	82,694,508
May 2012:
May 1, 2012, through May 31, 2012		121,419	$	72.73		121,419	$	73,863,112
Total		1,620,070	$	76.82		1,620,070	$	73,863,112

⁽¹⁾  The average price paid per share is calculated on a trade date basis and excludes commission.

In June 2010, the board of directors authorized a repurchase program of up to $1 billion of the company’s common stock over a three-year period beginning July 1, 2010. This repurchase program commenced Aug. 24, 2010. In June 2012, the board of directors authorized a new three-year repurchase program of up to an additional $1 billion of the company’s common stock. There were no other publicly announced plans outstanding as of May 31, 2012.

The company’s regular U.S. employees are eligible to participate in the Monsanto Savings and Investment Plan (the “Plan”), a 401(k) retirement savings plan, pursuant to which participants may invest in Monsanto common stock through Monsanto common stock funds available under the Plan. The company may have exceeded the amount of shares registered for offer and sale under the Plan and, therefore, inadvertently failed to maintain an effective SEC registration statement for the Plan. As a result, certain purchasers of common stock pursuant to the Plan may have the right to rescind their purchases made during the period from May 1, 2011 through May 31, 2012, which totaled approximately 1.8 million shares, for an amount equal to the purchase price paid for the shares, plus interest from the date of purchase. As of May 31, 2012, the company classified these 1.8 million shares ($141 million) that may be subject to the rescissionary rights outside shareowners’ equity, as any redemption would ultimately be at the option of the benefit plan participants. These shares have always been treated as outstanding for financial reporting purposes. The company filed a new registration statement on Form S-8 to register offers and sales of shares under the Plan. The company intends to voluntarily make a rescission offer to such participants.

ITEM 6. EXHIBITS

Exhibits: The list of exhibits in the Exhibit Index to this Report is incorporated herein by reference.

54

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MONSANTO COMPANY             (Registrant)
By:	/s/ NICOLE M. RINGENBERG
	Nicole M. Ringenberg Vice President and Controller (On behalf of the Registrant and as Principal Accounting Officer)

Date: June 29, 2012

55

MONSANTO COMPANY THIRD QUARTER 2012 FORM 10-Q

EXHIBIT INDEX

These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.

Exhibit No.	Description
2	Omitted
3	Omitted
4	Omitted
10.1	Monsanto Company ERISA Parity Savings and Investment Plan, as amended and restated as of December 21, 2008 and subsequently amended through June 11, 2012 (incorporated by reference to Exhibit 4.4 of Registration Statement on Form S-8, filed June 22, 2012, File No. 333-182292). †
10.2	The Monsanto Company Non-Employee Director Equity Incentive Compensation Plan, as amended and restated effective April 17, 2012 (incorporated by reference to Exhibit 10.2 of Registration Statement on Form S-8, filed June 22, 2012, File No. 333-182293). †
10.3	Form of Terms and Conditions of Restricted Share Grant to Non-Employee Director [Elective Retainer Amount] under the Monsanto Company 2005 Long-Term Incentive Plan, as amended and restated as of January 24, 2012. †
10.4	Form of Terms and Conditions of Restricted Shares Grant to Non-Employee Director [Inaugural Grant] under the Monsanto Company 2005 Long-Term Incentive Plan, as amended and restated as of January 24, 2012. †
10.5	Credit Agreement, dated April 1, 2011, as amended and extended as of May 31, 2012 (composite conformed copy). The original Credit Agreement was filed as Exhibit 10.1 to the registrant’s Form 8-K, filed April 7, 2011.
11	Omitted — see Note 19 of Notes to Consolidated Financial Statements — Earnings Per Share and Redeemable Common Stock.
12	Computation of Ratio of Earnings to Fixed Charges.
15	Omitted
18	Omitted
19	Omitted
22	Omitted
23	Omitted
24	Omitted
31.1	Rule 13a-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by the Chief Executive Officer).
31.2	Rule 13a-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by the Chief Financial Officer).
32	Rule 13a-14(b) Certifications (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Chief Executive Officer and the Chief Financial Officer).
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

† Represents management contract or compensatory plan or arrangement.

56

EX-10.3

EXHIBIT 10.3

MONSANTO COMPANY 2005 LONG-TERM INCENTIVE PLAN (AS AMENDED AND RESTATED AS

OF JANUARY 24, 2012)

Terms and Conditions of Restricted Share Grant to Non-Employee Director [Elective Retainer Amount]

To                 

You have elected to receive an Award of Restricted Shares (the “Restricted Shares”) under the Monsanto Company 2005 Long-Term Incentive Plan (as Amended and Restated as of January 24, 2012) (the “Plan” and, together with the Monsanto Company Non-Employee Director Equity Incentive Compensation Plan, the “Plans”). The Grant Date and the number of Restricted Shares covered by this Award are set forth in the document you have received entitled “Restricted Shares Statement.” The Restricted Shares Statement and these Terms and Conditions collectively constitute the Award Certificate for the Restricted Shares, and together with the Plans, describe the provisions applicable to the Restricted Shares.

1. Definitions. Each capitalized term not otherwise defined herein has the meaning set forth in the Plan or, if not defined in the Plan, in the attached Restricted Shares Statement. The “Company” means Monsanto Company, a Delaware corporation incorporated February 9, 2000.

2. Delivery of Restricted Shares. (a) As of the Grant Date, the Restricted Shares have been registered in your name in a book-entry account maintained by Computershare Shareowner Services LLC, the Company’s transfer agent. This registration constitutes delivery of the Restricted Shares to you for all purposes. This book-entry account indicates that the Restricted Shares are subject to these Terms and Conditions.

(b) Until such time (if any) as the Restricted Shares vest, you may not sell, assign, transfer, pledge, hypothecate, give away, or otherwise dispose of them. Any attempt on your part to dispose of the Restricted Shares will result in their being forfeited. However, you shall have all other rights of a shareowner of the Company with respect to the Restricted Shares, including the right to vote such stock at any meeting of the shareowners of the Company and the right to receive all dividends and other distributions declared and paid with respect to the Restricted Shares (“Dividends”). If any of the Restricted Shares are forfeited before vesting, then (i) you shall not receive any Dividends for which the record date is after the day after such forfeiture occurs, and (ii) from and after the day after such forfeiture occurs, you shall no longer have any other rights as a shareowner with respect to the Restricted Shares.

3. Vesting. The Restricted Shares shall vest on the last day of each of the [12] months immediately following the Grant Date, as follows: (i) [10] installments of [XXX] Restricted Shares each, with each installment vesting on the last day of each of the [10] months immediately following the Grant Date, with the first installment vesting on [September 30, 201X] and the last installment vesting on [June 30, 201X], and (ii) [two] installments of [XXX] Restricted Shares each, with each installment vesting on the last day of each month, with the first installment vesting on

[July 31, 201X] and the last installment vesting on August 31, [201X], provided that in each case of (i) and (ii) you remain a Director on the applicable vesting day, and subject to Section 4 below. If your Termination Date occurs on or before August 30, [201X], the Restricted Shares that are scheduled to vest on or after the Termination Date shall be forfeited. Notwithstanding anything to the contrary in the Plan or Section 7 below, Section 11.17 of the Plan shall have no application with respect to the Restricted Shares.

4. Taxes. You must make arrangements for the payment of any taxes that are required to be paid in connection with the vesting of the Restricted Shares. If you make an election under Section 83(b) of the Code to be taxed on the Restricted Shares upon receiving them, you must notify the Company within ten days after making such election. You must make arrangements for the payment of any taxes that are required to be paid as a result of your election.

5. Effect of Award Certificate; Severability. The Award Certificate shall be binding upon and shall inure to the benefit of any successor of the Company and the person or entity to whom the Restricted Shares may have been transferred by will, the laws of descent and distribution or designation. The invalidity or enforceability of any provision of the Award Certificate shall not affect the validity or enforceability of any other provision of the Award Certificate.

6. Amendment. The terms and conditions of the Award Certificate may not be amended in a manner adverse to you without your consent.

7. Plan Interpretation. The Award Certificate is subject to the provisions of the Plans, and all of the provisions of the Plans are hereby incorporated into the Award Certificate as provisions of the Restricted Shares. If there is a conflict between the provisions of the Award Certificate and the Plan, the provisions of the Plan govern (and, in the case where there is a conflict between the provisions of the Plans, the terms of the Plans regarding the resolution of such conflict shall govern). If there is any ambiguity in the Award Certificate, any term that is not defined in the Award Certificate, or any matters as to which the Award Certificate is silent, the Plans shall govern, including, without limitation, the provisions of the Plans addressing construction, governing law, and the powers of the People and Compensation Committee of the Board of Directors of the Company, among others, to (i) interpret the Plans, (ii) prescribe, amend and rescind rules and regulations relating to the Plans, (iii) make appropriate adjustments to the Restricted Shares to reflect non-United States laws or customs or in the event of a corporate transaction, and (iv) make all other determinations necessary or advisable for the administration of the Plans.

EX-10.4

EXHIBIT 10.4

MONSANTO COMPANY 2005 LONG-TERM INCENTIVE PLAN (AS AMENDED AND RESTATED AS

OF JANUARY 24, 2012)

Terms and Conditions of

Restricted Shares Grant to Non-Employee Director [Inaugural Grant]

To                 

You have received an Award of Restricted Shares (the “Restricted Shares”) under the Monsanto Company 2005 Long-Term Incentive Plan (as Amended and Restated as of January 24, 2012) (the “Plan”). The Grant Date and the number of Restricted Shares covered by this Award are set forth in the document you have received entitled “Restricted Shares Statement.” The Restricted Shares Statement and these Terms and Conditions collectively constitute the Award Certificate for the Restricted Shares, and together with the Plan, describe the provisions applicable to the Restricted Shares.

1. Definitions. Each capitalized term not otherwise defined herein has the meaning set forth in the Plan or, if not defined in the Plan, in the attached Restricted Shares Statement. The “Company” means Monsanto Company, a Delaware corporation incorporated February 9, 2000.

2. Delivery of Restricted Shares. (a) As of the Grant Date, the Restricted Shares have been registered in your name in a book-entry account maintained by Computershare Shareowner Services, the Company’s transfer agent. This registration constitutes delivery of the Restricted Shares to you for all purposes. This book-entry account indicates that the Restricted Shares are subject to these Terms and Conditions.

(b) Until such time (if any) as the Restricted Shares vest, you may not sell, assign, transfer, pledge, hypothecate, give away, or otherwise dispose of them. Any attempt on your part to dispose of the Restricted Shares will result in their being forfeited. However, you shall have all other rights of a shareowner of the Company with respect to the Restricted Shares, including the right to vote such stock at any meeting of the shareowners of the Company and the right to receive all dividends and other distributions declared and paid with respect to the Restricted Shares (“Dividends”). If any of the Restricted Shares are forfeited before vesting, then (i) you shall not receive any Dividends for which the record date is after the day after such forfeiture occurs, and (ii) from and after the day after such forfeiture occurs, you shall no longer have any other rights as a shareowner with respect to the Restricted Shares.

3. Vesting. The Restricted Shares shall vest on the third anniversary of the Grant Date, subject to Sections 4 and 5 below.

4. Termination of Service. (a) If you experience a Termination of Service for any reason, the Restricted Shares shall be forfeited as of such Termination of Service, except to the extent otherwise provided in this Section 4. For purposes of this Section 4, the “15th Day” means the 15th day of any calendar month.

(b) Certain Termination Events. If you experience a Termination of Service (other than under circumstances governed by Section 4(c)) as a result of death, permanent disability, Qualifying Termination Event or Retirement, in each case at any time prior to the third anniversary of the Grant Date, the Restricted Shares shall in each case become vested as to a percentage of the total number of

Restricted Shares equal to (x) the number of months included in the period from the first 15th Day occurring on or following the Grant Date through the 15th Day that occurs on, or immediately precedes, the date of your Termination of Service, divided by (y) 36. For purposes of this Award Certificate and the Plan, “Retirement” means that your Termination of Service occurs on or after your 75th birthday, and “Qualifying Termination Event” means a Termination of Service that results from a decision of the Board not to re-nominate you for election as a director or from your failure to obtain the requisite vote from Company shareowners at an annual meeting, including pursuant to the Company’s majority voting resignation policy (in all cases, other than a Termination of Service resulting from actions by you that constitute cause for removal).

(c) Change of Control. If, prior to the third anniversary of the Grant Date, your service as a member of the Board is, as of or following a Change of Control, terminated (i) by or at the request of the successor pursuant to such Change of Control, (ii) pursuant to the definitive transaction agreements executed in connection with such Change of Control (including pursuant to a resignation required by such agreements), or (iii) pursuant to a Qualifying Termination Event, then upon such Termination of Service the Restricted Shares shall become fully vested. Notwithstanding anything to the contrary in the Plan or Section 8 below, it is intended that this Section 4(c) shall govern the Award Certificate in the event of a Change of Control and Section 11.17 of the Plan shall have no application with respect to the Restricted Shares.

5. Taxes. (a) In order for Restricted Shares to be released from restrictions when they vest, you must make arrangements satisfactory to the Company for the payment of any taxes that are required to be paid or withheld in connection with the vesting of the Restricted Shares. If you make an election under Section 83(b) of the Code to be taxed on the Restricted Shares upon receiving them, you must notify the Company within ten days after making such election, and you must make arrangements satisfactory to the Company for the payment of any taxes that are required to be paid or withheld as a result of your election.

6. Effect of Award Certificate; Severability. The Award Certificate shall be binding upon and shall inure to the benefit of any successor of the Company and the person or entity to whom the Restricted Shares may have been transferred by will, the laws of descent and distribution or designation. The invalidity or enforceability of any provision of the Award Certificate shall not affect the validity or enforceability of any other provision of the Award Certificate.

7. Amendment. The terms and conditions of the Award Certificate may not be amended in a manner adverse to you without your consent.

8. Plan Interpretation. The Award Certificate is subject to the provisions of the Plan, and all of the provisions of the Plan are hereby incorporated into the Award Certificate as provisions of the Restricted Shares. If there is a conflict between the provisions of the Award Certificate and the Plan, the provisions of the Plan shall govern. If there is any ambiguity in the Award Certificate, any term that is not defined in the Award Certificate, or any matters as to which the Award Certificate is silent, the Plan shall govern, including, without limitation, the provisions of the Plan addressing construction, governing law, and the powers of the Committee, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and regulations relating to the Plan, (c) make appropriate adjustments to the Restricted Shares to reflect non-United States laws or customs or in the event of a corporate transaction, and (d) make all other determinations necessary or advisable for the administration of the Plan.

EX-10.5

EXHIBIT 10.5

NOTE: THIS IS A COMPOSITE TEXT OF THE CREDIT AGREEMENT

AS AMENDED AND EXTENDED AS OF MAY 31, 2012, AND REFLECTS

ASSIGNMENTS OF COMMITMENTS EFFECTIVE AS OF SUCH DATE.

THIS HAS BEEN PREPARED FOR INFORMATIONAL PURPOSES ONLY

U.S. $2,000,000,000

CREDIT AGREEMENT

Dated as of April 1, 2011

(as amended as of May 31, 2012)^*

Among

MONSANTO COMPANY

and

THE FOREIGN SUBSIDIARY BORROWERS

FROM TIME TO TIME PARTIES HERETO

as Borrowers,

THE INITIAL LENDERS NAMED HEREIN

as Initial Lenders,

JPMORGAN CHASE BANK, N.A.

as Administrative Agent,

CITIBANK, N.A.

and

BANK OF AMERICA, N.A.

as Co-Syndication Agents,

BARCLAYS BANK PLC,

GOLDMAN SACHS BANK USA,

THE ROYAL BANK OF SCOTLAND PLC,

THE BANK OF TOKYO—MITSUBISHI UFJ, LTD.,

and

MORGAN STANLEY SENIOR FUNDING, INC.

as Co-Documentation Agents

and

J.P. MORGAN SECURITIES LLC,

CITIGROUP GLOBAL MARKETS INC.

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

as Co-Lead Arrangers and Joint Bookrunners

^*  Initially designated as “Four-Year Credit Agreement.”

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS		1
SECTION 1.01.    Certain Defined Terms		1
SECTION 1.02.    Computation of Time Periods		20
SECTION 1.03.    Accounting Terms		20
ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES		20
SECTION 2.01.    The Revolving Credit Advances		20
SECTION 2.02.    Making the Revolving Credit Advances		21
SECTION 2.03.    The Competitive Bid Advances		22
SECTION 2.04.    The Swing Line Advances		25
SECTION 2.05.    Making the Swing Line Advances; Refunding of Swing Line Advances		26
SECTION 2.06.    Letters of Credit		27
SECTION 2.07.    Fees		30
SECTION 2.08.    Optional Termination or Reduction of the Commitments		30
SECTION 2.09.    Repayment of Revolving Credit Advances		30
SECTION 2.10.    Interest on Revolving Credit and Swing Line Advances; Regulation D Compensation		31
SECTION 2.11.    Certain Interest Rate Determinations		32
SECTION 2.12.    Optional Conversion of Revolving Credit Advances		33
SECTION 2.13.    Optional Prepayments of Revolving Credit and Swing Line Advances		33
SECTION 2.14.    Increased Costs		34
SECTION 2.15.    Illegality		36
SECTION 2.16.    Payments and Computations		37
SECTION 2.17.    Taxes		38
SECTION 2.18.    Sharing of Payments, Etc		40
SECTION 2.19.    Use of Proceeds		40
SECTION 2.20.    Increase in Aggregate Commitments		40
SECTION 2.21.    Extension of Termination Date		42
SECTION 2.22.    Evidence of Debt		44
SECTION 2.23.    Foreign Subsidiary Borrowers		45
SECTION 2.24.    Foreign Currency Exchange Rate		45
SECTION 2.25.    Replacement of Lenders		46
SECTION 2.26.    Defaulting Lenders		46
ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING		48
SECTION 3.01.    Conditions Precedent to Effectiveness of Sections 2.01, 2.03, 2.04 and 2.06		48
SECTION 3.02.    Conditions Precedent to Each Revolving Credit Borrowing, Swing Line Borrowing, Letter of Credit                                      Issuance, Commitment Increase and Extension Date		49
SECTION 3.03.    Additional Conditions Precedent Applicable to the Foreign Subsidiary Borrowers		50
SECTION 3.04.    Conditions Precedent to Each Competitive Bid Borrowing		51

i

	Page
SECTION 3.05.    Determinations Under Section 3.01		52
ARTICLE IV REPRESENTATIONS AND WARRANTIES		52
SECTION 4.01.    Representations and Warranties of the Borrowers		52
SECTION 4.02.    Representation and Warranty of the Lenders		53
ARTICLE V COVENANTS OF BORROWERS		53
SECTION 5.01.    Affirmative Covenants		53
SECTION 5.02.    Negative Covenants		55
SECTION 5.03.    Financial Covenant		57
ARTICLE VI EVENTS OF DEFAULT		57
SECTION 6.01.    Events of Default		57
ARTICLE VII THE AGENT		59
SECTION 7.01.    Authorization and Action		59
SECTION 7.02.    Agent’s Reliance, Etc		60
SECTION 7.03.    Agents and Affiliates		60
SECTION 7.04.    Lender Credit Decision		60
SECTION 7.05.    Indemnification		61
SECTION 7.06.    Successor Agent		61
SECTION 7.07.    Other Agents		61
ARTICLE VIII GUARANTY		61
SECTION 8.01.    Guaranty		61
SECTION 8.02.    Guaranty of Payment		62
SECTION 8.03.    No Discharge or Diminishment of Guaranty		62
SECTION 8.04.    Defenses Waived		62
SECTION 8.05.    Rights of Subrogation		63
SECTION 8.06.    Reinstatement; Stay of Acceleration		63
SECTION 8.07.    Information		63
SECTION 8.08.    Taxes		63
SECTION 8.09.    Liability Cumulative		63
ARTICLE IX MISCELLANEOUS		64
SECTION 9.01.    Amendments, Etc		64
SECTION 9.02.    Notices, Etc		64
SECTION 9.03.    No Waiver; Remedies		66
SECTION 9.04.    Costs and Expenses		67
SECTION 9.05.    Right of Set-off		68
SECTION 9.06.    Binding Effect		68
SECTION 9.07.    Assignments and Participations		68
SECTION 9.08.    Confidentiality		71
SECTION 9.09.    Governing Law		71
SECTION 9.10.    Execution in Counterparts		71

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	Page
SECTION 9.11.    Jurisdiction, Etc		71
SECTION 9.12.    USA PATRIOT Act		72
SECTION 9.13.    Waiver of Jury Trial		72
SECTION 9.14.    Conversion of Currencies		72
SECTION 9.15.    Markit Data		72
SECTION 9.16.    Integration		74
SECTION 9.17.    No Fiduciary Duty		74

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Schedules
Schedule I	–	List of Applicable Lending Offices
Schedule II	–	Mandatory Cost Formula
Schedule 3.01(b)	–	Disclosed Litigation
Exhibits
Exhibit A–1	–	Form of Revolving Credit Note
Exhibit A–2	–	Form of Competitive Bid Note
Exhibit A–3	–	Form of Swing Line Note
Exhibit B–1	–	Form of Notice of Revolving Credit Borrowing
Exhibit B–2	–	Form of Notice of Competitive Bid Borrowing
Exhibit C	–	Form of Assignment and Acceptance
Exhibit D	–	Form of Assumption Agreement
Exhibit E	–	Form of Notice of Extension of Termination Date
Exhibit F-1	–	Form of Borrowing Subsidiary Agreement
Exhibit F-2	–	Form of Borrowing Subsidiary Termination
Exhibit F-3	–	Matters to be Covered by Foreign Subsidiary Opinion

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CREDIT AGREEMENT^† (this “Agreement”), dated as of April 1, 2011^‡, among MONSANTO COMPANY, a Delaware corporation (the “Parent Borrower”), the Foreign Subsidiary Borrowers (as hereinafter defined) from time to time party hereto, the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent, J.P. MORGAN SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as co-lead arrangers and joint bookrunners (collectively, in such capacity, the “Lead Arrangers”), CITIBANK, N.A. (“Citibank”) and BANK OF AMERICA, N.A. (“Bank of America”) (collectively, the “Syndication Agents”), as co-syndication agents, and BARCLAYS BANK PLC, GOLDMAN SACHS BANK USA, THE ROYAL BANK OF SCOTLAND PLC, THE BANK OF TOKYO—MITSUBISHI UFJ, LTD. and MORGAN STANLEY SENIOR FUNDING, INC. (collectively, the “Documentation Agents”), as co-documentation agents. The parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Accounting Changes” has the meaning specified in Section 1.03.

“Advance” means a Revolving Credit Advance, a Competitive Bid Advance or a Swing Line Advance.

“Affected Lender” has the meaning specified in Section 2.15(a).

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to vote 5% or more of the Voting Stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise.

“Agent” means JPMorgan, together with its affiliates, as the administrative agent for the Lenders under this Agreement and the Notes, together with any of its successors; it being understood that matters concerning Euro Advances will be administered by J.P. Morgan Europe Limited and therefore all notices concerning such Advances will be required to be given at the office of J.P. Morgan Europe Limited specified in Section 9.02.

^†  Initially designated as “Four-Year Credit Agreement.”

^‡  Reflecting amendments set forth in the First Amendment to Credit Agreement, and the Lenders’ consents to extension of the Termination Date and assignment of Commitments, all effective as of May 31, 2012.

“Agent’s Office” means the office of the Agent specified in Section 9.02 or such other office as may be specified from time to time by the Agent as its funding and payment office by written notice to the Parent Borrower and the Lenders; provided that, with respect to Euro Advances, “Agent’s Office” shall mean the office of the Agent at J.P. Morgan Europe Limited, 125 London Wall, London EC2Y 5AJ, United Kingdom, Attention: Sue Dalton.

“Aggregate Amount of Financing Outstanding” at any time means the aggregate amount of proceeds received in connection with a Receivables Financing, less (a) any amounts collected in connection with the accounts receivable sold, conveyed or otherwise transferred pursuant to such financing (except for any such amounts which are deemed to be reinvested by the financing source in additional receivables under the financing program) and (b) the amount of any defaulted accounts receivable the uncollectibility of which is a risk assumed by the transferee of such accounts receivable.

“Agreement” has the meaning specified in the preamble hereto.

“Agreement Currency” has the meaning specified in Section 9.14(b).

“Applicable Creditor” has the meaning specified in Section 9.14(b).

“Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurocurrency Lending Office in the case of a Eurocurrency Rate Advance and, in the case of a Competitive Bid Advance, the office of such Lender notified by such Lender to the Agent as its Applicable Lending Office with respect to such Competitive Bid Advance.

“Applicable Rate” means, for any day with respect to (a) any Eurocurrency Rate Advances, a rate per annum equal to the Credit Default Swap Spread in effect for Eurocurrency Rate Advances on such day, (b) any Base Rate Advances, a rate per annum (to be not less than 0%) equal to the Credit Default Swap Spread in effect for Base Rate Advances on such day less 1.0% or (c) with respect to the undrawn fee payable pursuant to Section 2.07(a), a rate per annum corresponding to the Public Debt Ratings in effect on such date of determination as set forth in the Pricing Grid below. The Credit Default Swap Spread will be determined, as to each Eurocurrency Rate Advance, on the second Business Day prior to the first day of the Interest Period of such Eurocurrency Rate Advance (and, if applicable, the last Business Day prior to the continuation of such Eurocurrency Rate Advance), and, in the case of any Eurocurrency Rate Advance having an Interest Period of greater than three months, at the end of each successive three-month period during such Interest Period, with such Credit Default Swap Spread, as so determined, to be in effect as to such Eurocurrency Rate Advance for each day commencing with the first day of the applicable Interest Period until subsequently re-determined in accordance with the foregoing. The Credit Default Swap Spread will be determined as to Base Rate Advances initially on the Effective Date and thereafter on the first Business Day of each succeeding calendar quarter. If at any time the Credit Default Swap Spread cannot be determined, the Parent Borrower and the Lenders shall negotiate in good faith (for a period of up to thirty days after the Credit Default Swap Spread becomes unavailable (such thirty-day period, the “Negotiation Period”)) to agree on an alternative method for establishing the Applicable Rate for Eurocurrency Rate Advances and Base Rate Advances. The Applicable Rate for Eurocurrency Rate Advances and Base Rate Advances for any day which falls during the Negotiation Period shall be based upon the then most recently available quote of the Credit Default Swap Spread. If no such alternative method is agreed upon during the Negotiation Period, the Applicable Rate for Eurocurrency Rate Advances and Base Rate Advances for any day subsequent to the end of the

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Negotiation Period shall be a rate per annum equal to the “Maximum Applicable Rate” set forth in the pricing grid (the “Pricing Grid”) set forth below corresponding to the Public Debt Ratings (as defined below) in effect on such date of determination. Notwithstanding the foregoing, the Applicable Rate for Eurocurrency Rate Advances and Base Rate Advances in effect at any time shall not be less than the “Minimum Applicable Rate” (less 1% in the case of Base Rate Advances, but not less than 0%), and shall not exceed the “Maximum Applicable Rate” (less 1% in the case of Base Rate Advances, but not less than 0%), corresponding to the Public Debt Ratings in effect on such date of determination as set forth in the Pricing Grid below.

PRICING GRID
	Level 1	Level 2	Level 3	Level 4
Public Debt Ratings S&P/Moody’s	Greater than or equal to AA- or Aa3	Greater than or equal to A+ or A1 but less than Level 1	Greater than or equal to A or A2 but less than Level 2	Less than Level 3
Minimum Applicable Rate	0.50% per annum	0.625% per annum	0.75% per annum	1.0% per annum
Maximum Applicable Rate	1.50% per annum	1.625% per annum	1.75% per annum	2.0% per annum
Undrawn Fee	0.07% per annum	0.08% per annum	0.10% per annum	0.125% per annum

“Application” means an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to open a Letter of Credit.

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit C hereto.

“Assuming Extending Lender” has the meaning specified in Section 2.21(c).

“Assuming Increasing Lender” has the meaning specified in Section 2.20(b).

“Assumption Agreement” has the meaning specified in Section 2.20(c).

“Available Commitment” means, as to any Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Commitment then in effect (computed after giving effect to any Competitive Bid Reduction) over (b) such Lender’s Extensions of Credit (other than Competitive Bid Advances) then outstanding; provided that, in calculating any Lender’s Extensions of Credit for purposes of Section 2.07(a), the aggregate principal amount of Swing Line Advances then outstanding shall be deemed to be zero.

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“Bank of America” has the meaning specified in the preamble hereto.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of: (a) the Prime Rate in effect on such day, (b)  ¹/2 of one percent per annum above the Federal Funds Rate and (c) the Eurocurrency Rate for a Eurocurrency Rate Advance with a one-month Interest Period commencing on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that the Eurocurrency Rate for any day shall be based on the rate appearing on the relevant Page of the Reuters Screen LIBOR01 Page (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day or, if such day is not a Business Day, the immediately preceding Business Day. For purposes hereof: “Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by JPMorgan as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan in connection with extensions of credit to debtors). Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or such Eurocurrency Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate, or such Eurocurrency Rate, respectively.

“Base Rate Advance” means an Advance that bears interest as provided in Section 2.10(a)(i).

“Borrowers” means the Parent Borrower and the Foreign Subsidiary Borrowers.

“Borrowing” means a Revolving Credit Borrowing, a Competitive Bid Borrowing or a Swing Line Borrowing.

“Borrowing Subsidiary Agreement” means a Borrowing Subsidiary Agreement, substantially in the form of Exhibit F-1.

“Borrowing Subsidiary Termination” means a Borrowing Subsidiary Termination, substantially in the form of Exhibit F-2.

“Business Day” means a day that (a) is not a Saturday or a Sunday and (b) (i) when used in connection with a Euro Advance, is a TARGET Settlement Day, (ii) when used in connection with an Advance denominated in Dollars, is a day on which commercial banks in New York City are not authorized or required to close and (iii) when used in connection with matters not relating to Advances, is a day on which commercial banks in New York City are not authorized or required to close, provided that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurocurrency Rate Advances, such day is also a day for trading by and between banks in deposits in Dollars and Euros in the London interbank eurocurrency market.

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“Calculation Date” means the last Business Day of each calendar month (or any other day selected by the Agent when an Event of Default has occurred and is continuing (each, an “Optional Calculation Date”)); provided that (a) the second Business Day preceding each Borrowing date with respect to any Eurocurrency Rate Advance shall also be a “Calculation Date”, (b) the second Business Day preceding each date on which any Eurocurrency Rate Advance is extended or rolled-over shall also be a “Calculation Date”, (c) each Borrowing date with respect to any other Advance made hereunder shall also be a “Calculation Date” and (d) the date of issuance, amendment, renewal or extension of a Letter of Credit shall also be a Calculation Date.

“Citibank” has the meaning specified in the preamble hereto.

“Commitment” means as to any Lender, the obligation of such Lender, if any, to make Revolving Credit Advances and participate in Swing Line Advances and Letters of Credit in an aggregate principal and/or face amount not to exceed (a) the amount set forth opposite such Lender’s name on the signature pages hereof, (b) if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the amount set forth in such Assumption Agreement or (c) if such Lender has entered into any Assignment and Acceptance, the amount set forth for such Lender in the Register maintained by the Agent pursuant to Section 9.07(c), in each case, as such amounts may be changed from time to time pursuant to the terms hereof (including as such amounts may be reduced pursuant to Section 2.08, increased pursuant to Section 2.20 or Section 2.21 or extended pursuant to Section 2.21). The original aggregate amount of the Commitments is $2,000,000,000.

“Commitment Date” has the meaning specified in Section 2.20(b).

“Commitment Increase” has the meaning specified in Section 2.20(a).

“Commitment Period” means the period commencing on the Effective Date and ending on the Termination Date.

“Communications” has the meaning specified in Section 9.02(b).

“Competitive Bid Advance” means an advance by a Lender to the Parent Borrower as part of a Competitive Bid Borrowing resulting from the competitive bidding procedure described in Section 2.03 and refers to a Fixed Rate Advance or a LIBO Rate Advance.

“Competitive Bid Borrowing” means a borrowing consisting of simultaneous Competitive Bid Advances from each of the Lenders whose offer to make one or more Competitive Bid Advances as part of such borrowing has been accepted by the Parent Borrower under the competitive bidding procedure described in Section 2.03.

“Competitive Bid Note” means a promissory note of the Parent Borrower of a Competitive Bid Advance payable to the order of any Lender, in substantially the form of Exhibit A-2 hereto, evidencing the indebtedness of the Parent Borrower to such Lender resulting from such Competitive Bid Advance made by such Lender.

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“Competitive Bid Reduction” has the meaning specified in Section 2.01.

“Confidential Information” means information that any Borrower furnishes to any Agent or any Lender which information is non-public, confidential or proprietary in nature, but does not include any such information (a) that is or becomes generally available to the public other than as the result of an unauthorized disclosure by any Agent or any Lender or (b) that is or becomes available to such Agent or such Lender from a source other than a Borrower and such Agent or such Lender had no reason to believe that such source did not have legitimate possession of such information or such source was under any obligation to keep such information confidential.

“Consenting Lender” has the meaning specified in Section 2.21(a).

“Consolidated” refers to the consolidation of accounts in accordance with GAAP.

“Consolidated Net Assets” at any time, means, the amount of total assets after deducting therefrom all current liabilities all as set forth on the most recent annual or quarterly consolidated balance sheet of the Parent Borrower delivered pursuant to Section 5.01(f) and computed in accordance with GAAP.

“Convert”, “Conversion” and “Converted” each refers to a conversion of Revolving Credit Advances of one Type into Revolving Credit Advances of the other Type pursuant to Section 2.11 or 2.12.

“Credit Default Swap Spread” means, at any determination date, the credit default swap spread applicable to senior unsecured debt of the Parent Borrower that is not guaranteed by any other Person or subject to any other credit enhancement interpolated for a period to the Termination Date (or if the Termination Date is less than one year from such determination date, the credit default swap spread applicable to senior unsecured debt of the Parent Borrower that is not guaranteed by any other Person or subject to any other credit enhancement with a maturity of one year), determined as of the close of business on the Business Day immediately preceding such determination date, as interpolated and reported by Markit Group Limited or any successor thereto.

“Credit Party” means the Agent, each Issuing Lender, any Swing Line Lender or any other Lender.

“Data Provider” has the meaning specified in Section 9.15(b).

“Debt” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables not overdue by more than 90 days incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (f) all obligations, contingent or otherwise, of such Person in respect of acceptances, letters of credit or similar extensions of credit, (g) all obligations of such Person in respect of Hedge Agreements, (h) all Debt of others referred to in clauses (a) through (g) above or clause (i) below guaranteed directly or indirectly in any manner by such Person, or in effect

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guaranteed directly or indirectly by such Person through an agreement (1) to pay or purchase such Debt or to advance or supply funds for the payment or purchase of such Debt, (2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such Debt against loss, (3) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (4) otherwise to assure a creditor against loss, and (i) all Debt referred to in clauses (a) through (h) above secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt, provided, that, if such Person has not assumed or become liable for the payment of such Debt, it shall be taken into account only to the extent of the book value or fair market value, whichever is greater, of the property subject to such Lien.

“Debt for Borrowed Money” means, without duplication, at any date, (a) the aggregate principal amount of long-term and short-term debt of the Parent Borrower and its Consolidated Subsidiaries as set forth opposite the applicable, or any like, captions on the most recent annual or quarterly consolidated balance sheet of the Parent Borrower delivered pursuant to Section 5.01(f) and computed in accordance with GAAP, (b) with respect to a Receivables Financing which is not a Limited Recourse Receivables Financing, the aggregate amount of receivables the collection of which has been guaranteed by the Parent Borrower or its Material Subsidiaries or in respect of which the Parent Borrower or any Material Subsidiary has an indemnification obligation to the financing party and (c) all debt of others referred to in clause (a) above guaranteed directly or indirectly in any manner by the Parent Borrower or any Consolidated Subsidiary, all as reflected on the most recent financial statements of the Parent Borrower delivered pursuant to Section 5.01(f) and computed in accordance with GAAP; provided that (i) in the case of a lease of property or a loan from a Governmental Authority in connection with an arrangement that provides tax or other similar benefits to the Parent Borrower or its Consolidated Subsidiaries, if the Parent Borrower or its Consolidated Subsidiaries holds a related financial asset which provides the exclusive source of payment for the lease or loan obligations, such obligations shall not be included as Debt for Borrowed Money to the extent that such financial asset pays for such obligations and the Parent Borrower or its Consolidated Subsidiaries did not pay for such financial asset and (ii) no amount of a Limited Recourse Receivables Financing shall be considered as Debt for Borrowed Money to the extent that it is non-recourse to the Parent Borrower or its Material Subsidiaries or arises in connection with Standard Securitization Undertakings.

“Default” means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Advance, (ii) fund any portion of its participations in Letters of Credit or Swing Line Advances or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Parent Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination

7

that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit (other than, in the case of such other agreements, to the extent such Lender’s notice or public statement of non-compliance is due to the applicable debtor’s breach thereunder or as a result of such Lender’s good faith dispute with respect to its funding obligations thereunder), (c) has failed, within three Business Days after written request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Advances and participations in then outstanding Letters of Credit and Swing Line Advances under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance reasonably satisfactory to it and the Agent, or (d) has become the subject of a Bankruptcy Event.

“Designated Amount” has the meaning specified in Section 2.21(c).

“Designated Increase” has the meaning specified in Section 2.20(b).

“Designated User” means a Person designated as such by a Lender or the Agent in connection with Section 9.15.

“Disclosed Litigation” has the meaning specified in Section 3.01(b).

“Documentation Agents” has the meaning specified in the preamble hereto.

“Dollar Advances” has the meaning specified in Section 2.01.

“Dollar Equivalent” means, with respect to an amount in Euros on any date, the amount of Dollars that may be purchased with such currency at the Spot Exchange Rate (determined as of the most recent Calculation Date) with respect to such currency at such date.

“Dollars” and “$” mean dollars in lawful currency of the United States.

“Domestic Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Parent Borrower and the Agent.

“EDGAR” means the electronic disclosure system for the receipt, storage, retrieval and dissemination of public documents filed with the Securities and Exchange Commission.

“Effective Date” has the meaning specified in Section 3.01.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender and (c) any other Person approved by the Agent and each Issuing Lender and, unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Section 9.07, the Parent Borrower, such approvals not to be unreasonably withheld or delayed; provided that the Parent Borrower shall be deemed to have provided such approval unless the Parent Borrower shall object in writing to the Agent within ten Business Days after receiving notice of such proposed assignment; provided, further, that neither the Parent Borrower nor an Affiliate of the Parent Borrower shall qualify as an Eligible Assignee.

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“Environmental Action” means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating to any Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment, including, without limitation, (a) by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any Governmental Authority or any third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

“Environmental Law” means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or written judicial policy or guidance that is publicly available, in each case relating to pollution or protection of the environment, health and safety as they relate to harmful or deleterious substances or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of harmful or deleterious substances.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a member of the Parent Borrower’s controlled group, or under common control with the Parent Borrower, within the meaning of Section 414 of the Internal Revenue Code.

“ERISA Event” means (a) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(c) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of the Parent Borrower or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by the Parent Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for the imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Plan; (g) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan; or (h) a Foreign Plan Event.

“Euro” or “€” mean the official non-legacy currency denominated as the Euro and constituting legal tender for the payment of public and private debts in the participating member states of the European Union.

“Euro Advances” has the meaning specified in Section 2.01.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System of the United States, as in effect from time to time.

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“Eurocurrency Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Eurocurrency Lending Office” opposite its name on Schedule I hereto or in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Parent Borrower and the Agent.

“Eurocurrency Rate” means, for any Interest Period for each Eurocurrency Rate Advance comprising part of the same Revolving Credit Borrowing, an interest rate per annum equal to the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBOR01 Page (or otherwise on such screen) as the London interbank offered rate for deposits in Dollars or Euros, as applicable, at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, the Agent shall, subject to the provisions of Section 2.11, determine the rate on the basis of the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in Dollars or Euros, as applicable, are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank’s ratable share of an amount equal to such Revolving Credit Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period.

“Eurocurrency Rate Advance” means an Advance that bears interest as provided in Section 2.10(a)(ii).

“Eurocurrency Rate Reserve Percentage” for any Interest Period for all Eurocurrency Rate Advances or LIBO Rate Advances comprising part of the same Borrowing means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System of the United States (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System of the United States in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Rate Advances or LIBO Rate Advances is determined) having a term equal to such Interest Period.

“Events of Default” has the meaning specified in Section 6.01.

“Extension Date” has the meaning specified in Section 2.21(b).

“Extension Request Date” has the meaning specified in Section 2.21(a).

“Extensions of Credit” means as to any Lender at any time, an amount equal to the sum of (a) the aggregate outstanding principal amount of all Revolving Credit Advances denominated in Dollars held by such Lender, (b) the Dollar Equivalent at such time of the aggregate outstanding principal amount of all Revolving Credit Advances denominated in Euros held by such Lender, (c) the aggregate outstanding principal amount of all Competitive Bid Advances held by such Lender, (d) such Lender’s Percentage of the L/C Obligations then outstanding and (e) such Lender’s Percentage of the aggregate outstanding principal amount of Swing Line Advances.

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“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three federal funds brokers of recognized standing selected by it.

“First Amendment Effective Date” means May 31, 2012.

“Fixed Rate Advances” has the meaning specified in Section 2.03(a)(i).

“Foreign Borrower Obligations” means the unpaid principal of and interest on (including interest accruing after the maturity of the Advances and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Foreign Subsidiary Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Advances and all other obligations and liabilities of the Foreign Subsidiary Borrowers to any Agent, any Issuing Lender or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, the Notes, the Letters of Credit or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Agents or to any Lender that are required to be paid by any Foreign Subsidiary Borrower pursuant hereto) or otherwise.

“Foreign Plan” means each employee benefit plan (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA) that is not subject to US law and is maintained or contributed to by the Parent Borrower or any ERISA Affiliate.

“Foreign Plan Event” means, with respect to any Foreign Plan, (A) the failure to make or, if applicable, accrue in accordance with normal accounting practices, any employer or employee contributions required by applicable law or by the terms of such Foreign Plan; (B) the failure to register or loss of good standing or registration with applicable regulatory authorities of any such Foreign Plan required to be registered; or (C) the failure of any Foreign Plan to comply in all material respects with any provisions of applicable law and regulations or with the material terms of such Foreign Plan.

“Foreign Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia.

“Foreign Subsidiary Borrower” means any Foreign Subsidiary of the Parent Borrower designated as a Foreign Subsidiary Borrower by the Parent Borrower pursuant to Section 2.23 that has not ceased to be a Foreign Subsidiary Borrower pursuant to such Section.

“Foreign Subsidiary Opinion” means, with respect to any Foreign Subsidiary Borrower, a legal opinion of counsel to such Foreign Subsidiary Borrower addressed to the Agent and the Lenders covering the matters set forth on Exhibit F-3, with such assumptions, qualifications and deviations therefrom as the Agent shall approve (such approval not to be unreasonably withheld).

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“GAAP” means generally accepted accounting principles, which are applicable to the circumstances as of the date of determination, subject to the procedures set forth in Section 1.03.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Guaranteed Obligations” has the meaning specified in Section 8.01.

“Guaranty” means the guaranty of the Parent Borrower set forth in Article VIII.

“Hazardous Materials” means (a) petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant (or any words of similar import) under any Environmental Law.

“Hedge Agreements” means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other similar agreements.

“Increase Date” has the meaning specified in Section 2.20(a).

“Increasing Lender” has the meaning specified in Section 2.20(b).

“Indemnified Costs” has the meaning specified in Section 7.05.

“Indemnified Party” has the meaning specified in Section 9.04(b).

“Information Memorandum” means the confidential information memorandum dated March 2011 (including all exhibits and attachments thereto) used by the Agent in connection with the syndication of the Commitments, as up-dated from time to time by any subsequent filings by the Parent Borrower with the Securities and Exchange Commission.

“Initial Lenders” has the meaning specified in the preamble hereto.

“Interest Period” means, for each Eurocurrency Rate Advance comprising part of the same Revolving Credit Borrowing and each LIBO Rate Advance comprising part of the same Competitive Bid Borrowing, the period commencing on the date of such Eurocurrency Rate Advance or LIBO Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurocurrency Rate Advance and ending on the last day of the period selected by the relevant Borrower pursuant to the provisions below and, thereafter, with respect to Eurocurrency Rate Advances, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by such Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three or six months or, if available to all Lenders, nine months, as the relevant Borrower may, upon notice received by the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

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(a) no Borrower may select any Interest Period that ends after the Termination Date;

(b) Interest Periods commencing on the same date for Eurocurrency Rate Advances comprising part of the same Revolving Credit Borrowing or for LIBO Rate Advances comprising part of the same Competitive Bid Borrowing shall be of the same duration;

(c) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(d) whenever the first day of any Interest Period occurs on the last day of a calendar month or on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated and rulings issued thereunder.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuing Lender” means JPMorgan, Citibank, Bank of America and any other Lender selected by the Parent Borrower and approved by the Agent that has agreed in its sole discretion to act as an “Issuing Lender” hereunder, or any of their respective affiliates, in each case in its capacity as issuer of any Letter of Credit. Each reference herein to “the Issuing Lender” shall be deemed to be a reference to the relevant Issuing Lender.

“JPMorgan” has the meaning specified in the preamble hereto.

“Judgment Currency” has the meaning specified in Section 9.14(b).

“L/C Fee Payment Date” means (a) the third Business Day following the last day of each March, June, September and December and (b) the last day of the Commitment Period.

“L/C Issuer Obligation” means the obligation of an Issuing Lender, upon agreeing to a Letter of Credit issuance request from a Borrower, to issue such Letter of Credit pursuant to Section 2.06 in an aggregate face amount for all Issuing Lenders at any one time outstanding not to exceed $150,000,000. No Issuing Lender shall have any obligation to issue a Letter of Credit upon request by any Borrower, but shall, upon receipt of such request, decide, in its sole discretion whether to issue such requested Letter of Credit.

“L/C Obligations” means, at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.06(e).

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“L/C Participants” means all the Lenders other than the Issuing Lender.

“Lead Arrangers” has the meaning specified in the preamble hereto.

“Lenders” means the Initial Lenders, each Assuming Increasing Lender that shall become a party hereto pursuant to Section 2.20, each Assuming Extending Lender that shall become a party hereto pursuant to Section 2.21 and each Person that shall become a party hereto pursuant to Section 2.14, Section 2.15 or Section 9.07.

“Letters of Credit” has the meaning specified in Section 2.06(a).

“Leverage Ratio” of the Parent Borrower means the ratio of Consolidated Debt for Borrowed Money of the Parent Borrower and its Consolidated Subsidiaries to Total Capital of the Parent Borrower and its Consolidated Subsidiaries.

“LIBO Rate” means, for any Interest Period for all LIBO Rate Advances comprising part of the same Competitive Bid Borrowing, an interest rate per annum equal to the rate per annum (rounded upward to the nearest 1/100 of 1%) appearing on Reuters Screen LIBOR01 Page (or otherwise on such screen) as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, the Agent shall, subject to the provisions of Section 2.11, determine the rate on the basis of the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in Dollars are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to the amount that would be the Reference Banks’ respective ratable shares of such Borrowing if such Borrowing were to be a Revolving Credit Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period.

“LIBO Rate Advance” has the meaning specified in Section 2.03(a)(i).

“Lien” means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement having the effect of security, including, without limitation, the lien or retained security title of a conditional vendor.

“Limited Recourse Receivables Financing” means a Receivables Financing with a customary market structure and with limited or no recourse to the Parent Borrower and its Subsidiaries, other than through the provision of Standard Securitization Undertakings.

“Mandatory Cost” means, in relation to any Advance, the cost as calculated by the Agent in accordance with Schedule II imputed to each Lender participating in such Advance of compliance with the mandatory liquid assets requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions), or the European Central Bank during the applicable Interest Period, expressed as a percentage.

“Markit” has the meaning specified in Section 9.15(a).

“Markit Data” has the meaning specified in Section 9.15(a).

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“Material Adverse Change” means any material adverse change in the financial condition or results of operations of the Parent Borrower or the Parent Borrower and its Consolidated Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the financial condition or results of operations of the Parent Borrower or the Parent Borrower and its Consolidated Subsidiaries taken as a whole or (b) the ability of any Borrower to perform its obligations under this Agreement or any Note.

“Material Subsidiary” means, at any time, a domestic Consolidated Subsidiary of the Parent Borrower having (i) at least 10% of the total Consolidated assets of the Parent Borrower and its Subsidiaries (determined as of the last day of the most recent fiscal quarter of the Parent Borrower) or (ii) at least 10% of the Consolidated net sales of the Parent Borrower and its Subsidiaries for the twelve month period ending on the last day of the most recent fiscal quarter of the Parent Borrower.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Parent Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Parent Borrower or any ERISA Affiliate and at least one Person other than the Parent Borrower and the ERISA Affiliates or (b) was so maintained and in respect of which the Parent Borrower or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“Negotiation Period” has the meaning specified in the definition of “Applicable Rate”.

“Non-Consenting Lender” has the meaning specified in Section 2.21(a).

“Non-Recourse Debt” means Debt of a Person: (a) as to which neither the Parent Borrower nor any Subsidiary (other than a Receivables Subsidiary) provides any credit support of any kind or is directly or indirectly liable (as a guarantor or otherwise) and (b) which does not provide any recourse against any of the assets of the Parent Borrower or any Subsidiary (other than a Receivables Subsidiary). Notwithstanding the foregoing, the provision of Standard Securitization Undertakings in connection with a Receivables Financing shall not invalidate the status of the Debt of such Receivables Subsidiary that otherwise constitutes Non-Recourse Debt pursuant to the terms of this definition.

“Note” means a Revolving Credit Note, a Competitive Bid Note or a Swing Line Note.

“Notice” has the meaning specified in Section 9.02(c).

“Notice of Competitive Bid Borrowing” has the meaning specified in Section 2.03(a).

“Notice of Extension of Termination Date” means a Notice of Extension of Termination Date substantially in the form of Exhibit E.

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“Notice of Revolving Credit Borrowing” has the meaning specified in Section 2.02(a)(i).

“Obligated Party” has the meaning specified in Section 8.02.

“Optional Calculation Date” has the meaning set forth in the definition of “Calculation Date”.

“Other Taxes” has the meaning specified in Section 2.17(b).

“Parent Borrower” has the meaning specified in the preamble hereto.

“Parent-of-a-Lender” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“Patriot Act” has the meaning specified in Section 9.12.

“PBGC” means the Pension Benefit Guaranty Corporation (or any successor).

“Percentage” means as to any Lender at any time, the percentage which such Lender’s Commitment then constitutes of the Total Commitments or, at any time after the Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Credit Advances then outstanding constitutes of the aggregate principal amount of the Revolving Credit Advances then outstanding, provided, that, in the event that the Revolving Credit Advances are paid in full prior to the reduction to zero of the Total Extensions of Credit, the Percentages shall be determined in a manner designed to ensure that the other outstanding Extensions of Credit (other than Competitive Bid Advances) shall be held by the Lenders on a comparable basis. Notwithstanding the foregoing, in the case of Section 2.26 when a Defaulting Lender shall exist, Percentages shall be determined without regard to any Defaulting Lender’s Commitment.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.

“Plan” means a Single Employer Plan or a Multiple Employer Plan.

“Platform” has the meaning specified in Section 9.02(b).

“Pricing Grid” has the meaning specified in the definition of “Applicable Rate”.

“Prime Rate” has the meaning specified in the definition of “Base Rate”.

“Public Debt Rating” means, as of any date, the lowest rating that has been most recently announced by either S&P or Moody’s, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by the Parent Borrower. For purposes of the foregoing, (a) if only one of S&P and Moody’s shall have in effect a Public Debt Rating, the Applicable Rate shall be determined by reference to the available rating; (b) if neither S&P nor Moody’s shall have in effect a Public Debt Rating, the Applicable Rate will be set in accordance with Level 4 under the definition of “Applicable Rate”, as the case may be; (c) if the ratings established by S&P and Moody’s shall fall within different levels, the Applicable Rate shall be based upon the higher rating (it being understood that Level 1 is the highest Level and Level 4 is

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the lowest Level), provided that if the lower of such ratings is more than one level below the higher of such ratings, then the Applicable Rate shall be based on the rating that is one level above the lower of such ratings; and (d) if any rating established by S&P or Moody’s shall be changed (other than as a result of a change in the rating system of S&P or Moody’s), such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change and until the date which immediately precedes the date on which the next change is first announced. If the rating system of S&P or Moody’s shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Parent Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency with the desired result that the criteria for determining Applicable Rate shall be substantially the same after such amendment as it was before such changed ratings system or such unavailability of ratings from such rating agency. Pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating from the other rating agency; provided that if, at any time, no rating is available from a rating agency or any other nationally recognized statistical rating organization designated by the Parent Borrower and approved in writing by the Agent, the Applicable Rate shall be set at the Level most recently in effect for the thirty days following the date when the last available rating became unavailable and thereafter the Applicable Rate shall be set at Level 4.

“Receivables Financing” means any financing pursuant to which the Parent Borrower or any Material Subsidiary of the Parent Borrower may sell, convey, participate or otherwise transfer to a Receivables Subsidiary or any other Person, or grant a security interest in, any accounts receivable (and related assets) of the Parent Borrower or such Material Subsidiary.

“Receivables Subsidiary” means a bankruptcy-remote, special-purpose wholly owned Subsidiary formed in connection with a Receivables Financing, (a) which engages in no activities other than in connection with Receivables Financing or in business or activities incidental or related thereto, (b) which has no Debt other than Non-Recourse Debt, (c) with respect to which neither the Parent Borrower nor any of its Subsidiaries has any obligations (including any obligation to maintain or preserve its financial condition or cause it to achieve certain levels of operating results) other than the Standard Securitization Undertakings and (d) for which the Agent shall have received an officer’s certificate from the Parent Borrower certifying the foregoing.

“Reference Banks” means JPMorgan, Citibank and Bank of America; provided that the Parent Borrower may at any time substitute another Lender as one of the Reference Banks, but such substitution shall terminate after 30 days if within such period the Required Lenders shall have notified the Agent of their objection to such substitution.

“Refunded Swing Line Advances” has the meaning specified in Section 2.05(b).

“Register” has the meaning specified in Section 9.07(c).

“Reimbursement Obligation” means the obligation of each Borrower to reimburse the Issuing Lender pursuant to Section 2.06(e) for amounts drawn under Letters of Credit issued for the account of such Borrower.

“Required Lenders” means, at any time, Lenders holding more than 50% (represented as a fraction for purposes of the proviso) of the Total Commitments then in effect or, if the Commitments have been terminated, the Total Extensions of Credit then outstanding; provided

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that, in accordance with Section 2.26(b), the portion of the Total Commitments of, and the portion of the Total Extensions of Credit held or deemed held by, any Defaulting Lender shall be excluded from both the numerator and the denominator for purposes of making a determination of the Lenders constituting Required Lenders.

“Reset Date” has the meaning specified in Section 2.24(a).

“Revolving Credit Advance” means an advance (other than a Swing Line Advance) in Dollars or Euros by a Lender to any Borrower as part of a Revolving Credit Borrowing and refers to a Base Rate Advance (in the case of Dollar Advances) or a Eurocurrency Rate Advance (each of which shall be a “Type” of Revolving Credit Advance).

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Advances of the same Type made by each of the Lenders pursuant to Section 2.01.

“Revolving Credit Note” means a promissory note of a Borrower payable to the order of any Lender, in substantially the form of Exhibit A-1 hereto, evidencing the aggregate indebtedness of such Borrower to such Lender resulting from the Revolving Credit Advances made to such Borrower by such Lender.

“S&P” means Standard & Poor’s Rating Services LLC.

“Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Parent Borrower or any ERISA Affiliate and no Person other than the Parent Borrower and the ERISA Affiliates or (b) was so maintained and in respect of which the Parent Borrower or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“Spot Exchange Rate” means, on any day, with respect to Euros, the spot rate of exchange at which Dollars are offered for Euros in London that appears at 11:00 A.M., London time, on the applicable display page on the Reuters Service (or such other page as may replace such page on such service for the purpose of displaying the spot rate of exchange in London for the conversion of Euros into Dollars). For purposes of determining the Spot Exchange Rate in connection with a Euro Advance, such spot exchange rate shall be determined as of the Calculation Date for such Advance with respect to transactions in Euros that will settle on the date of such Advance.

“Standard Securitization Undertakings” means the (x) representations, warranties, covenants, indemnities and performance guarantees of the Parent Borrower or any of its Subsidiaries to a Receivables Subsidiary or (y) indemnification or similar obligations (concerning the failure to contribute account receivables meeting the requirements of the applicable Receivables Financing (but not concerning any loss with respect to collection in respect of such account receivables)) or servicing or similar obligations that are entered into by the Parent Borrower or any of its Subsidiaries (other than a Receivables Subsidiary), in each case, that are customary in securitization transactions for accounts receivable.

“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, trust or other entity of which (or in which) more than 50% of (a) the issued and outstanding capital stock or other ownership interests having ordinary voting power to elect a majority of the board of directors or other managers of such corporation, partnership or other entity (irrespective of whether at the time capital stock of any other class or classes or other

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ownership interests of such corporation, partnership or other entity shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such limited liability company, partnership or joint venture or (c) the beneficial interest in such trust, in each case, is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“Swing Line Advances” has the meaning specified in Section 2.04(a).

“Swing Line Borrowing” means a borrowing consisting of a Swing Line Advance made by a Swing Line Lender pursuant to Section 2.04.

“Swing Line Commitment” means the obligation of each Swing Line Lender to make Swing Line Advances pursuant to Section 2.04 in an aggregate principal amount for all Swing Line Lenders at any one time outstanding not to exceed $150,000,000.

“Swing Line Lender” means each of JPMorgan, Citibank and Bank of America, in its capacity as a lender of Swing Line Advances.

“Swing Line Note” means a promissory note of the Parent Borrower payable to the order of any Swing Line Lender, in substantially the form of Exhibit A-3 hereto, evidencing the aggregate indebtedness of the Parent Borrower to such Lender resulting from the Swing Line Advances made by such Lender.

“Swing Line Participation Amount” has the meaning specified in Section 2.05(c).

“Syndication Agents” has the meaning specified in the preamble hereto.

“TARGET Settlement Day” means any day on which the Trans-European Automated Real Time Gross Settlement Express Transfer System (or, if such clearing system ceases to be operative, such other clearing system (if any) determined by the Agent to be a suitable replacement) is open for settlement of payment in Euro.

“Taxes” has the meaning specified in Section 2.17(a).

“Termination Date” means the earlier of (a) April 1, 2016, subject to the extension thereof pursuant to Section 2.21, and (b) the date of termination in whole of the Commitments pursuant to Section 2.08 or 6.01; provided, however, that the Termination Date of any Lender that is a Non-Consenting Lender with respect to any requested extension pursuant to Section 2.21 shall be the Termination Date in effect immediately prior to the applicable Extension Date for all purposes of this Agreement.

“Total Capital” of the Parent Borrower means, at any date, the sum of (a) Consolidated Debt for Borrowed Money of the Parent Borrower, plus (b) total shareholders’ equity of the Parent Borrower, as of the last day of the most recently ended fiscal quarter for which the Parent Borrower has or is required hereunder to have delivered its financial statements.

“Total Commitments” means, at any time, the aggregate amount of the Commitments then in effect.

“Total Extensions of Credit” means, at any time, the aggregate amount of the Extensions of Credit of the Lenders outstanding at such time.

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“Type” has the meaning specified in the definition of “Revolving Credit Advance”.

“United States” has the meaning specified in Section 2.17(d).

“United States person” has the meaning specified in Section 2.17(d).

“Voting Stock” means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

SECTION 1.02. Computation of Time Periods . In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

SECTION 1.03. Accounting Terms . All accounting terms not specifically defined herein shall be construed in accordance with GAAP, provided that, in the event that any change in GAAP shall occur and such change results in a change in the method of calculation, or the results of the calculation, of financial covenants, ratios, terms or any other provisions in this Agreement (“Accounting Changes”), the Parent Borrower and Agent agree to, at the request of the Parent Borrower or the Required Lenders, enter into negotiations in order to amend such financial covenants, ratios, terms or any other provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Borrowers’ financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, all financial covenants, ratios, terms and other provisions in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the Securities and Exchange Commission or analogous Governmental Authority, including any such change which may be voluntarily adopted by the Parent Borrower prior to the required date of adoption.

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01. The Revolving Credit Advances . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Advances denominated in Dollars (“Dollar Advances”) or Euros (“Euro Advances”) to the Borrowers from time to time on any Business Day during the Commitment Period in an aggregate amount at any time outstanding which (a) when added to such Lender’s Percentage of the sum of (i) the L/C Obligations then outstanding, (ii) the aggregate principal amount of the Swing Line Advances then outstanding and (iii) the other Revolving Credit Advances then outstanding, does not exceed such Lender’s Commitment, provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the Competitive Bid Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be allocated among the Lenders ratably according to their respective Commitments (such deemed use of the aggregate amount of the Commitments being a “Competitive Bid Reduction”), and (b) will not result in the Total Extensions of Credit exceeding the Total Commitments. Each Revolving Credit Borrowing shall be in an aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof (or, in the case of Euro Advances, €5,000,000 or an integral multiple of €1,000,000 in excess thereof) and shall consist of Revolving Credit Advances of

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the same Type made on the same day by the Lenders ratably according to their respective Commitments; provided that a Swing Line Lender may request, on behalf of the Parent Borrower, Revolving Credit Advances in Dollars under the Commitments that are Base Rate Advances in other amounts pursuant to Section 2.05. Each Lender may, at its option, make any Advance available to any Foreign Subsidiary Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Advance; provided that any exercise of such option shall not affect the obligation of such Foreign Subsidiary Borrower to repay such Advance in accordance with the terms of this Agreement. Within the limits of each Lender’s Commitment, each Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.13 and reborrow under this Section 2.01.

SECTION 2.02. Making the Revolving Credit Advances. (a) Each Revolving Credit Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time or, in the case of Euro Advances, London time) on the third Business Day prior to the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances, or not later than 11:00 A.M. (New York City time) on the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Base Rate Advances, by the Parent Borrower (and, in the case of a Borrowing by a Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower) to the Agent, which shall give to each Lender prompt notice thereof by fax. Each such notice of a Revolving Credit Borrowing (a “Notice of Revolving Credit Borrowing”) shall be by telephone, confirmed immediately in writing by fax, in substantially the form of Exhibit B-1 hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Revolving Credit Borrowing (provided that all Euro Advances shall be Eurocurrency Rate Advances), (iii) aggregate amount of such Revolving Credit Borrowing (including the currency of such Borrowing), (iv) name of the relevant Borrower and (v) in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances, initial Interest Period for each such Advance. If no election as to the currency of an Advance is specified in any such Notice, then the requested Advance shall be denominated in Dollars. If no election as to the Type of Advance is specified in any Notice of Revolving Credit Borrowing for a Dollar Advance, then the requested Advance shall be a Base Rate Advance. If no Interest Period with respect to any Eurocurrency Advance is specified in any such Notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no election as to the Borrower is specified in any such Notice, then the requested Borrower shall be deemed to be the Parent Borrower. Each Lender shall, before 2:00 P.M. (New York City time), in the case of Dollar Advances, and 3:00 P.M. (London time), in the case of Euro Advances, on the date of such Revolving Credit Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Office, in same day funds, such Lender’s ratable portion of such Revolving Credit Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower that requested such Revolving Credit Borrowing at the Agent’s address referred to in Section 9.02.

(b) Anything in subsection (a) above to the contrary notwithstanding, (i) no Borrower may select Eurocurrency Rate Advances for any Revolving Credit Borrowing if the aggregate amount of such Revolving Credit Borrowing is less than $10,000,000 (or, in the case of Euro Advances, €5,000,000) or if the obligation of the Lenders to make Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.11 or 2.15 and (ii) the Eurocurrency Rate Advances may not be outstanding as part of more than eight separate Revolving Credit Borrowings.

(c) Each Notice of Revolving Credit Borrowing shall be irrevocable and binding on the relevant Borrower. In the case of any Revolving Credit Borrowing that the related Notice of Revolving Credit Borrowing specifies is to be comprised of Eurocurrency Rate Advances, the relevant Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Revolving Credit Borrowing for such

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Revolving Credit Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Credit Advance to be made by such Lender as part of such Revolving Credit Borrowing when such Revolving Credit Advance, as a result of such failure, is not made on such date.

(d) Unless the Agent shall have received notice from a Lender prior to the date (or, in the case of Base Rate Advances, prior to 1:00 P.M. (New York City time) on the date) of any Revolving Credit Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Revolving Credit Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Revolving Credit Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower that requested such Borrowing on such date a corresponding amount in the applicable currency. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and each Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount in the applicable currency together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Revolving Credit Advances comprising such Revolving Credit Borrowing and (ii) in the case of such Lender, (A) with respect to Dollar Advances, the greater of (x) the Federal Funds Rate and (y) a rate determined by the Agent in accordance with banking industry rules on interbank compensation and (B) with respect to Euro Advances, the rate per annum determined by the Agent to represent its cost of overnight or short-term funds in Euros. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Revolving Credit Advance as part of such Borrowing for purposes of this Agreement.

(e) The failure of any Lender to make the Revolving Credit Advance to be made by it as part of any Revolving Credit Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Credit Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Credit Advance to be made by such other Lender on the date of any Revolving Credit Borrowing.

SECTION 2.03. The Competitive Bid Advances. (a) Each Lender severally agrees that the Parent Borrower may make Competitive Bid Borrowings in Dollars under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the Termination Date in the manner set forth below; provided that, following the making of each Competitive Bid Borrowing, the aggregate amount of the Advances then outstanding, when added to the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swing Line Advances then outstanding, does not exceed the Total Commitments (computed without regard to any Competitive Bid Reduction).

(i) The Parent Borrower may request a Competitive Bid Borrowing under this Section 2.03 by delivering to the Agent, by fax, a notice of a Competitive Bid Borrowing (a “Notice of Competitive Bid Borrowing”), in substantially the form of Exhibit B-2 hereto, specifying therein the requested (v) date of such proposed Competitive Bid Borrowing, (w) aggregate amount of such proposed Competitive Bid Borrowing, (x) in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances, Interest Period, or in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances, maturity date for repayment of each Fixed Rate Advance to be made as part of such Competitive Bid Borrowing (which maturity date may not be earlier than the date occurring 30 days after the date of such Competitive Bid Borrowing or later than the Termination Date), (y) interest payment date or dates relating thereto, and (z) other terms (if any) to be applicable to such Competitive Bid Borrowing, not later than

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10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed Competitive Bid Borrowing, if the Parent Borrower shall specify in the Notice of Competitive Bid Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum (the Advances comprising any such Competitive Bid Borrowing being referred to herein as “Fixed Rate Advances”) and (B) at least five Business Days prior to the date of the proposed Competitive Bid Borrowing, if the Parent Borrower shall instead specify in the Notice of Competitive Bid Borrowing that the rates of interest be offered by the Lenders are to be based on the LIBO Rate (the Advances comprising such Competitive Bid Borrowing being referred to herein as “LIBO Rate Advances”). Each Notice of Competitive Bid Borrowing shall be irrevocable and binding on the Parent Borrower. The Agent shall in turn promptly notify each Lender of each request for a Competitive Bid Borrowing received by it from the Parent Borrower by sending such Lender a copy of the related Notice of Competitive Bid Borrowing.

(ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Advances to the Parent Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to the Parent Borrower), before 9:30 A.M. (New York City time) on the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances and before 10:00 A.M. (New York City time) three Business Days before the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances, of the minimum amount and maximum amount of each Competitive Bid Advance which such Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender’s Commitment, if any), the rate or rates of interest therefor and such Lender’s Applicable Lending Office with respect to such Competitive Bid Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify the Parent Borrower of such offer at least 30 minutes before the time and on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, at least 30 minutes prior to the time at which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any Competitive Bid Advance as part of such Competitive Bid Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Bid Advance as part of such proposed Competitive Bid Borrowing.

(iii) The Parent Borrower shall, in turn, before 10:30 A.M. (New York City time) on the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances and before 11:00 A.M. (New York City time) three Business Days before the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances, either:

(x) cancel such Competitive Bid Borrowing by giving the Agent notice to that effect, or

(y) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (ii) above, in its sole discretion, by giving notice to the Agent of the amount of each Competitive Bid Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Parent Borrower by the Agent on behalf of such Lender for such Competitive Bid Advance pursuant to paragraph (ii) above) to be made by each Lender as part of such

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Competitive Bid Borrowing, and reject any remaining offers made by Lenders pursuant to paragraph (ii) above by giving the Agent notice to that effect. The Parent Borrower shall accept the offers made by any Lender or Lenders to make Competitive Bid Advances in order of the lowest to the highest rates of interest offered by such Lenders. If two or more Lenders have offered the same interest rate, the amount to be borrowed at such interest rate will be allocated among such Lenders in proportion to the maximum amount that each such Lender offered at such interest rate.

(iv) If the Parent Borrower notifies the Agent that such Competitive Bid Borrowing is cancelled pursuant to paragraph (iii)(x) above, the Agent shall give prompt notice thereof to the Lenders and such Competitive Bid Borrowing shall not be made.

(v) If the Parent Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(y) above, the Agent shall in turn promptly notify (A) each Lender that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (ii) above have been accepted by the Parent Borrower, (B) each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing, of the amount of each Competitive Bid Advance to be made by such Lender as part of such Competitive Bid Borrowing, and (C) each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing, upon receipt, that the Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing shall, before 12:00 noon (New York City time) on the date of such Competitive Bid Borrowing specified in the notice received from the Agent pursuant to clause (A) of the preceding sentence or any later time when such Lender shall have received notice from the Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Office, in same day funds, such Lender’s portion of such Competitive Bid Borrowing. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Agent of such funds, the Agent will make such funds available to the Parent Borrower at the Agent’s address referred to in Section 9.02. Promptly after each Competitive Bid Borrowing the Agent will notify each Lender of the amount of the Competitive Bid Borrowing, the consequent Competitive Bid Reduction and the dates upon which such Competitive Bid Reduction commenced and will terminate.

(vi) If the Parent Borrower notifies the Agent that it accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(y) above, such notice of acceptance shall be irrevocable and binding on the Parent Borrower. The Parent Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in the related Notice of Competitive Bid Borrowing for such Competitive Bid Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Competitive Bid Advance to be made by such Lender as part of such Competitive Bid Borrowing when such Competitive Bid Advance, as a result of such failure, is not made on such date.

(b) Each Competitive Bid Borrowing shall be in an aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof and, following the making of each Competitive Bid Borrowing, the Parent Borrower shall be in compliance with the limitation set forth in the proviso to the first sentence of subsection (a) above.

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(c) Within the limits and on the conditions set forth in this Section 2.03, the Parent Borrower may from time to time borrow under this Section 2.03, repay or prepay pursuant to subsection (d) below, and reborrow under this Section 2.03, provided that a Competitive Bid Borrowing shall not be made within three Business Days of the date of any other Competitive Bid Borrowing.

(d) The Parent Borrower shall repay to the Agent for the account of each Lender that has made a Competitive Bid Advance, on the maturity date of each Competitive Bid Advance (such maturity date being that specified by the Parent Borrower for repayment of such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above and provided in the Competitive Bid Note evidencing such Competitive Bid Advance), the then unpaid principal amount of such Competitive Bid Advance. The Parent Borrower shall not have any right to prepay any principal amount of any Competitive Bid Advance unless, and then only on the terms, specified by the Parent Borrower for such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above and set forth in the Competitive Bid Note evidencing such Competitive Bid Advance.

(e) The Parent Borrower shall pay interest on the unpaid principal amount of each Competitive Bid Advance from the date of such Competitive Bid Advance to the date the principal amount of such Competitive Bid Advance is repaid in full, at the rate of interest for such Competitive Bid Advance specified by the Lender making such Competitive Bid Advance in its notice with respect thereto delivered pursuant to subsection (a)(ii) above, payable on the interest payment date or dates specified by the Parent Borrower for such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above, as provided in the Competitive Bid Note evidencing such Competitive Bid Advance. Upon the occurrence and during the continuance of an Event of Default under Section 6.01(a), the Parent Borrower shall pay interest on the amount of unpaid principal of and interest on each Competitive Bid Advance owing to a Lender, payable in arrears on the date or dates interest is payable thereon, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Competitive Bid Advance under the terms of the Competitive Bid Note evidencing such Competitive Bid Advance unless otherwise agreed in such Competitive Bid Note.

(f) The indebtedness of the Parent Borrower resulting from each Competitive Bid Advance made as part of a Competitive Bid Borrowing shall be evidenced by a separate Competitive Bid Note payable to the order of the Lender making such Competitive Bid Advance.

SECTION 2.04. The Swing Line Advances. (a) Subject to the terms and conditions hereof, each Swing Line Lender agrees to make a portion of the credit otherwise available to the Parent Borrower under the Commitments from time to time during the Commitment Period by making swing line advances (“Swing Line Advances”) to the Parent Borrower in Dollars; provided that (i) the aggregate principal amount of Swing Line Advances outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Advances of any Swing Line Lender outstanding at any time, when aggregated with such Swing Line Lender’s other outstanding Revolving Credit Advances, may exceed the Swing Line Commitment then in effect), (ii) the Parent Borrower shall not request, and no Swing Line Lender shall make, any Swing Line Advance if, after giving effect to the making of such Swing Line Advance, the aggregate amount of the Available Commitments would be less than zero, (iii) no Swing Line Lender shall make any Swing Line Advance without first confirming with the Agent that, after giving effect to the making of such Swing Line Advance, the aggregate amount of the Available Commitments would be greater than or equal to zero and (iv) such Swing Line Advances shall be Base Rate Advances. During the Commitment Period, the Parent Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Advances shall be Base Rate Advances only.

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(b) The Parent Borrower shall repay to each Swing Line Lender the then unpaid principal amount of each Swing Line Advance made by such Lender on the earlier of the Termination Date and the first date after such Swing Line Advance is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swing Line Advance is made; provided that on each date that a Revolving Credit Advance or Competitive Bid Advance is borrowed, the Parent Borrower shall repay all Swing Line Advances then outstanding.

SECTION 2.05. Making the Swing Line Advances; Refunding of Swing Line Advances. (a) Whenever the Parent Borrower desires that a Swing Line Lender make Swing Line Advances, it shall give, at the Parent Borrower’s sole option, any Swing Line Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by such Swing Line Lender not later than 1:00 P.M. (New York City time) on the date of the proposed Swing Line Advance), specifying (i) the amount to be borrowed and (ii) the requested date of such Borrowing (which shall be a Business Day during the Commitment Period). Each Swing Line Advance shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M. (New York City time) on the date of such Swing Line Advance, the relevant Swing Line Lender shall make available to the Agent at the Agent’s Office, in same day funds, an amount equal to the amount of the Swing Line Advance to be made by such Swing Line Lender. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Parent Borrower at the Agent’s address referred to in Section 9.02.

(b) Each Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Parent Borrower (which hereby irrevocably directs each Swing Line Lender to act on its behalf), on one Business Day’s notice given by such Swing Line Lender no later than 12:00 noon (New York City time), request each Lender to make, and each Lender hereby agrees to make, a Revolving Credit Advance that is a Base Rate Advance, in an amount equal to such Lender’s Percentage of the aggregate amount of the Swing Line Advances made by such Swing Line Lender (the “Refunded Swing Line Advances”) outstanding on the date of such notice, to repay such Swing Line Lender. Each Lender shall make the amount of such Refunded Swing Line Advance available to the Agent at the Agent’s Office, in same day funds, not later than 10:00 A.M. (New York City time) one Business Day after the date of such notice. The proceeds of such Refunded Swing Line Advances shall be immediately made available by the Agent to such Swing Line Lender for application by such Swing Line Lender to the repayment of the Swing Line Advances.

(c) If prior to the time a Refunded Swing Line Advance would have otherwise been made pursuant to Section 2.05(b), one of the events described in Section 6.01(e) shall have occurred and be continuing with respect to the Parent Borrower or if for any other reason, as determined by any Swing Line Lender in its sole discretion, Refunded Swing Line Advances may not be made as contemplated by Section 2.05(b), each Lender shall, on the date such Refunded Swing Line Advance was to have been made pursuant to the notice referred to in Section 2.05(b), purchase for cash an undivided participating interest in the then outstanding Swing Line Advances by paying to such Swing Line Lender an amount (the “Swing Line Participation Amount”) equal to (i) such Lender’s Percentage times (ii) the sum of the aggregate principal amount of Swing Line Advances made by such Swing Line Lender that are then outstanding and that were to have been repaid with such Refunded Swing Line Advances.

(d) If at any time after any Swing Line Lender has received from any Lender such Lender’s Swing Line Participation Amount, such Swing Line Lender receives any payment on account of the Swing Line Advances made by such Swing Line Lender, such Swing Line Lender will distribute to such Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of

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such payment if such payment is not sufficient to pay the principal of and interest on all such Swing Line Advances then due); provided, however, that in the event that such payment received by such Swing Line Lender is required to be returned, such Lender will return to such Swing Line Lender any portion thereof previously distributed to it by such Swing Line Lender.

(e) Each Lender’s obligation to make the Refunded Swing Line Advances referred to in Section 2.05(b) and to purchase participating interests pursuant to Section 2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Parent Borrower may have against any Swing Line Lender, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article III, (iii) any adverse change in the condition (financial or otherwise) of any Borrower, (iv) any breach of this Agreement by any Borrower or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

SECTION 2.06. Letters of Credit. (a) L/C Issuer Obligation. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 2.06(d)(i), agrees to issue letters of credit (“Letters of Credit”) for the account of any Borrower on any Business Day during the Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that (i) the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (A) the L/C Obligations would exceed the L/C Issuer Obligation or (B) the aggregate amount of the Available Commitments would be less than zero and (ii) no Issuing Lender shall issue any Letter of Credit without first confirming with the Agent that, after giving effect to the issuance of such Letter of Credit, the aggregate amount of the Available Commitments would be greater than or equal to zero. In addition, no Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable law, rule, regulation or order or any request or directive (whether or not having the force of law), or would impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Lender in good faith deems material to it or (ii) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally without regard to the party requesting the Letter of Credit.

Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is five Business Days prior to the Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (B) above). No Issuing Lender shall amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

(b) Procedure for Issuance of Letters of Credit. Any Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, executed by such Borrower (and, if such Borrower is a Foreign Subsidiary Borrower, by the Parent Borrower) and otherwise completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three

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Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and such Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the relevant Borrower promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

(c) Fees and Other Charges. Each Borrower will pay a fee on the aggregate amount available to be drawn on all outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Rate then in effect with respect to Eurocurrency Rate Advances, shared ratably among the Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. In addition, each Borrower shall pay to the Issuing Lender for its own account a fronting fee in an amount agreed with the Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued for the account of such Borrower, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. In addition to the foregoing fees, each Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued for the account of such Borrower.

(d) L/C Participations. (i) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by the Issuing Lender and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article III, (C) any adverse change in the condition (financial or otherwise) of any Borrower, (D) any breach of this Agreement by any Borrower or any other L/C Participant or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(ii) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 2.06(d)(i) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (A) such amount, times (B) the greater of (x) the daily average Federal Funds Rate and (y) a rate determined by the Agent in accordance with banking industry rules on interbank compensation, during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (C) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 2.06(d)(i) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the

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Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Advances. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.

(iii) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 2.06(d)(i), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from a Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

(e) Reimbursement Obligation of the Borrowers. If any draft is paid under any Letter of Credit issued for the account of any Borrower, such Borrower shall reimburse the Issuing Lender for the amount of (x) the draft so paid and (y) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment, not later than 2:00 P.M. (New York City time) on (i) the Business Day that such Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M. (New York City time) or (ii) if clause (i) above does not apply, the Business Day immediately following the day that such Borrower receives such notice. Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (A) until the Business Day next succeeding the date of the relevant notice, Section 2.10(a)(i) and (B) thereafter, Section 2.10(b). Notwithstanding the foregoing, each Borrower may, at its sole option and subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02, 2.03 or 2.05 that such payment be financed with a Revolving Credit Advance, a Competitive Bid Advance or a Swing Line Advance in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Advance, Competitive Bid Advance or Swing Line Advance.

(f) Obligations Absolute. Each Borrower’s obligations under this Section 2.06 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that such Borrower may have or have had against the Issuing Lender, any beneficiary of a Letter of Credit or any other Person. Each Borrower also agrees with the Issuing Lender that the Issuing Lender shall not be responsible for, and such Borrower’s Reimbursement Obligations under Section 2.06(e) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among such Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of such Borrower against any beneficiary of such Letter of Credit or any such transferee. The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the gross negligence or willful misconduct of the Issuing Lender. Each Borrower agrees that any action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit issued for the account of such Borrower or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on such Borrower and shall not result in any liability of the Issuing Lender to such Borrower.

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(g) Letter of Credit Payments. If any draft shall be presented for payment under any Letter of Credit issued for the account of a Borrower, the Issuing Lender shall promptly notify such Borrower of the date and amount thereof. The responsibility of the Issuing Lender to the Borrowers in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.

(h) Applications. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 2.06, the provisions of this Section 2.06 shall apply.

(i) Applicability of ISP. Unless otherwise expressly agreed by the Issuer Lender and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit.

(j) Issuing Lender Protection. The Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities provided to the Agent in Article VII with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and any Application pertaining to such Letters of Credit.

SECTION 2.07. Fees. (a) Undrawn Fee. The Parent Borrower agrees to pay to the Agent for the account of each Lender an undrawn fee on the aggregate amount of such Lender’s Commitment (x) from the Effective Date in the case of each Initial Lender and (y) from the later of the Effective Date and the effective date specified in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, in each case, until the Termination Date computed at the Applicable Rate on the average daily amount of the Available Commitment of such Lender during the period for which payment is made, payable in arrears quarterly on the third Business Day following the end of each March, June, September and December and on the Termination Date, commencing on the first of such dates to occur after the date hereof.

(b) Agent’s Fees. The Parent Borrower shall pay to the Agent for its own account such fees as may from time to time be agreed between the Parent Borrower and the Agent.

SECTION 2.08. Optional Termination or Reduction of the Commitments. The Parent Borrower shall have the right, upon at least three Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Lenders, provided that each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof and provided further that, after giving effect thereto and to any prepayments of the Advances made on the effective date thereof, the Total Commitments shall not be reduced to an amount that is less than the Total Extensions of Credit.

SECTION 2.09. Repayment of Revolving Credit Advances. (a) Each Borrower shall repay to the Agent for the ratable account of the Lenders on the Termination Date the aggregate principal amount of the Revolving Credit Advances made to it then outstanding.

(b) If the Agent has notified the Parent Borrower that, on a Calculation Date, the Total Extensions of Credit exceed 105% of the Total Commitments then in effect, the Parent Borrower shall, within three Business Days after such Calculation Date, prepay (or cause the Foreign Subsidiary Borrowers to prepay) such of the outstanding Advances, in an aggregate principal amount such that, after giving effect thereto, the Total Extensions of Credit do not exceed the Total Commitments.

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SECTION 2.10. Interest on Revolving Credit and Swing Line Advances; Regulation D Compensation. (a) Scheduled Interest. Each Borrower shall pay interest on the unpaid principal amount of each Revolving Credit Advance owing by it to each Lender, and each Swing Line Advance owing by it to each Swing Line Lender, from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

(i) Base Rate Advances. During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (x) the Base Rate in effect from time to time plus (y) the Applicable Rate in effect from time to time, payable (A) in the case of Revolving Credit Advances, in arrears quarterly on the last day of each March, June, September and December, during such periods and on the date such Base Rate Advance shall be Converted or paid in full and (B) in the case of Swing Line Advances, in arrears on the day that such Advance is required to be repaid.

(ii) Eurocurrency Rate Advances. During such periods as such Revolving Credit Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times during each Interest Period for such Revolving Credit Advance to the sum of (w) the Eurocurrency Rate for such Interest Period for such Revolving Credit Advance plus (x) the Applicable Rate in effect from time to time plus (y) any Mandatory Cost incurred by such Lender in respect of such Advance from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurocurrency Rate Advance shall be Converted or paid in full.

(b) Default Interest. Upon the occurrence and during the continuance of an Event of Default under Section 6.01(a), each Borrower shall pay interest on (i) the unpaid principal amount of each Revolving Credit Advance and Swing Line Advance made to it, and, to the extent not paid in accordance with Section 2.06(e), its Reimbursement Obligations, owing to each Lender, payable in arrears on the dates referred to in clause (a) above, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Advance pursuant to clause (a) above and on such Reimbursement Obligations pursuant to Section 2.06(e) and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on Base Rate Advances pursuant to clause (a)(i) above (or, in the case of amounts denominated in Euros, the rate that would apply to Advances in such currency pursuant to clause (a)(ii) above).

(c) Regulation D Compensation. Each Lender that is subject to reserve requirements of the Board of Governors of the Federal Reserve System of the United States (or any successor) may require any Borrower to pay, contemporaneously with each payment by such Borrower of interest on Eurocurrency Rate Advances, LIBO Rate Advances or Base Rate Advances when the interest rate for a Base Rate Advance is determined pursuant to clause (c) of the definition of Base Rate, additional interest on the related Eurocurrency Rate Advances, LIBO Rate Advances or Base Rate Advances when the interest rate for a Base Rate Advance is determined pursuant to clause (c) of the definition of Base Rate, as applicable, of such Lender at the rate per annum equal to the excess of (i)(A) the applicable Eurocurrency Rate, LIBO Rate or Base Rate determined by clause (c) of the definition of Base Rate, divided by (B) one minus the Eurocurrency Rate Reserve Percentage over (ii) the rate specified in clause

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(i)(A). Any Lender wishing to require payment of such additional interest shall so notify the Agent and the Parent Borrower, in which case such additional interest on the Eurocurrency Rate Advances, LIBO Rate Advances or Base Rate Advances, as applicable, of such Lender shall be payable to such Lender at the place indicated in such notice with respect to each Interest Period or, in the case of Base Rate Advances, day, in each case, commencing after the giving of such notice.

SECTION 2.11. Certain Interest Rate Determinations. (a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurocurrency Rate and each LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Agent shall give prompt notice to the Parent Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.10(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.10(a)(ii).

(b) If, with respect to any Eurocurrency Rate Advances, (x) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for any such Eurocurrency Rate Advance or (y) the Required Lenders notify the Agent that the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Agent shall forthwith so notify the Parent Borrower and the Lenders, whereupon (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances denominated in Dollars into, Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Parent Borrower and the Lenders that the circumstances causing such suspension no longer exist and (iii) any outstanding Eurocurrency Rate Advances denominated in Euros shall be repaid by the applicable Borrower on the last day of the then current Interest Period with respect thereto together with accrued interest thereon or otherwise, at the option of the applicable Borrower with the consent of each affected Lender, shall remain outstanding and bear interest at a rate which reflects, as to each of the Lenders, such Lender’s cost of funding such Eurocurrency Rate Advances, as reasonably determined by such Lender, plus the Applicable Rate hereunder.

(c) If a Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances made to it in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify such Borrower (and, if such Borrower is a Foreign Subsidiary Borrower, the Parent Borrower) and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, (i) in the case of Dollar Advances, Convert into Base Rate Advances and (ii) in the case of Euro Advances, be continued as Eurocurrency Rate Advances having an Interest Period of one month.

(d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing in Dollars shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall automatically Convert into Base Rate Advances.

(e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances denominated in Dollars into, Eurocurrency Rate Advances shall be suspended.

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(f) If Reuters Screen LIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be,

(i) the Agent shall forthwith notify the Parent Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances,

(ii) with respect to Eurocurrency Rate Advances denominated in Dollars, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance),

(iii) with respect to any outstanding Eurocurrency Rate Advances denominated in Euros, such Advances shall be repaid by the applicable Borrower on the last day of the then current Interest Period with respect thereto together with accrued interest thereon or otherwise, at the option of the applicable Borrower with the consent of each affected Lender, shall remain outstanding and bear interest at a rate which reflects, as to each of the Lenders, such Lender’s cost of funding such Eurocurrency Rate Advances, as reasonably determined by such Lender, plus the Applicable Rate hereunder, and

(iv) the obligation of the Lenders to make Eurocurrency Rate Advances or LIBO Rate Advances, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Parent Borrower and the Lenders that the circumstances causing such suspension no longer exist.

SECTION 2.12. Optional Conversion of Revolving Credit Advances. The Parent Borrower may on any Business Day, upon notice given to the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.11 and 2.15, Convert all Revolving Credit Advances denominated in Dollars of one Type comprising the same Borrowing into Revolving Credit Advances denominated in Dollars of the other Type; provided, however, that (a) any Conversion of Eurocurrency Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurocurrency Rate Advances, (b) any Conversion of Base Rate Advances into Eurocurrency Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(b), (c) no Conversion of any Revolving Credit Advances shall result in more separate Revolving Credit Borrowings than permitted under Section 2.02(b) and (d) no Euro Advances may be converted into Base Rate Advances. Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Revolving Credit Advances to be Converted, and (iii) if such Conversion is into Eurocurrency Rate Advances, the duration of the initial Interest Period for each such Advance. Each notice of Conversion shall be irrevocable and binding on the Borrowers.

SECTION 2.13. Optional Prepayments of Revolving Credit and Swing Line Advances. Any Borrower may, in the case of Eurocurrency Rate Advances, upon at least two Business Days’ notice to the Agent and, in the case of Base Rate Advances, upon notice to the Agent not later than 10:00 A.M. (New York City time) on the date of the proposed prepayment, stating in each case the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof (or, in the case of Euro Advances, €5,000,000 or an integral multiple of €1,000,000 in excess thereof) and

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(y) in the event of any such prepayment of a Eurocurrency Rate Advance, such Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(c). The Parent Borrower may, upon notice to the Agent not later than 10:00 A.M. (New York City time) on the date of the proposed prepayment, stating in each case the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Parent Borrower shall, prepay the outstanding principal amount of the Swing Line Advances comprising part of the same Swing Line Borrowing in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that each partial prepayment shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

SECTION 2.14. Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender or Issuing Lender of agreeing to make or making, funding or maintaining Advances or issuing or participating in Letters of Credit (excluding for purposes of this Section 2.14 any such increased costs resulting from (A) Taxes or Other Taxes (as to which Section 2.17 shall govern) and (B) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender or Issuing Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then such Lender or Issuing Lender may from time to time give notice of such circumstances to the Parent Borrower (with a copy of such notice to the Agent); provided, however, that each Lender and Issuing Lender agrees, before giving any such notice, to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid the need for, or reduce the amount of, such increased costs and would not be disadvantageous to such Lender or Issuing Lender. The amount sufficient to compensate such Lender or Issuing Lender in light of such increase in costs to such Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender shall be determined by such Lender or Issuing Lender in good faith. A certificate specifying the event referred to in this Section 2.14(a), the amount sufficient to compensate such Lender or Issuing Lender and the basis of its calculations (which shall be reasonable), submitted in good faith to the Parent Borrower and the Agent by such Lender or Issuing Lender, shall be conclusive and binding for all purposes, absent manifest error. Each Lender and Issuing Lender agrees to provide reasonably prompt notice to the Parent Borrower of the occurrence of any event referred to in the first sentence of this Section 2.14(a).

(b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type or in respect of any Letter of Credit, then, such Lender may from time to time give notice of such circumstances to the Parent Borrower (with a copy of such notice to the Agent); provided, however, that each Lender agrees, before giving any such notice, to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid the need for, or reduce the amount of, the cost to such Lender of such increase in the amount of capital maintained by such Lender and would not be disadvantageous to such Lender. The amount sufficient to compensate such Lender in light of such increase in capital maintained by such Lender or any corporation controlling such Lender shall be determined by such Lender in good faith to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s commitment to lend hereunder and to issue or participate in Letters of Credit hereunder. A certificate specifying the event referred to in this Section 2.14(b), the amount sufficient to compensate such Lender and the basis of its calculations

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(which shall be reasonable), submitted in good faith to the Parent Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Each Lender agrees to provide reasonably prompt notice to the Parent Borrower of the occurrence of any event referred to in the first sentence of this Section 2.14(b).

(c) Notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in law, regardless of the date enacted, adopted or issued, and be eligible for redress pursuant to clause (a) or (b) of this Section 2.14.

(d) The Parent Borrower shall, within five days of receiving a notice from any Lender pursuant to clause (a) or (b) of this Section 2.14, elect (and shall notify such Lender and the Agent of such election) to:

(i) pay to the Agent for the account of such Lender, from time to time commencing on the date of notice by such Lender and as specified by such Lender, (A) the amount such Lender has set forth in the certificate which such Lender has delivered to the Parent Borrower pursuant to clause (a) of this Section 2.14 or (B) the amount such Lender has set forth in the certificate which such Lender has delivered to the Parent Borrower pursuant to clause (b) of this Section 2.14, as the case may be; or

(ii) terminate such Lender’s Commitment on a date which shall be specified in the notice sent by the Parent Borrower, and such Lender’s Commitment shall terminate on such date; provided, however, that the Total Commitments of the Lenders shall not be reduced, as a result of any such termination, to an amount that is less than the Total Extensions of Credit then outstanding; provided, further, that such termination shall not be effective if, after giving effect to such termination, the aggregate amount of the Commitments so terminated or assigned under this Section 2.14 and Section 2.15(b) during the term of this Agreement would exceed 25% of the aggregate amount of the Commitments as of the Effective Date; and provided further, that upon termination of a Lender’s Commitment under this Section 2.14(d)(ii), the Parent Borrower shall on the date such termination becomes effective pay, prepay or cause to be prepaid the aggregate principal amount of all Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, all undrawn fees and other fees payable to such Lender and all other amounts payable to such Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts (computed in accordance with this Section 2.14), and any Taxes, incurred by such Lender prior to the effective date of such termination and amounts payable under Section 9.04(a)). Upon such payments and prepayments, the obligations of such Lender hereunder, by the provisions hereof, shall be released and discharged. Such Lender’s rights under Sections 2.14, 2.17 and 9.04(b), and its obligations under Sections 2.06(j), 7.05 and 9.04(e), shall survive such release and discharge as to matters occurring prior to date of such termination; or

(iii) require that such Lender assign to the Parent Borrower’s designated assignee or assignees, in accordance with the terms of Section 9.07, all Advances then owing to such Lender and all rights and obligations of such Lender hereunder; provided that (A) each such assignment shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or assignments which together cover all of the rights and obligations of the assigning Lender under this Agreement, (B) no Lender shall be obligated to make any such assignment as a result of a demand by the Parent Borrower pursuant to this Section 2.14(d) unless and until such Lender shall have received one or more payments from either the relevant

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Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of all Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, all undrawn fees and other fees payable to such Lender and all other amounts payable to such Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts (computed in accordance with this Section 2.14), and any Taxes, incurred by such Lender prior to the effective date of such assignment and amounts payable under Section 9.04(a)) and (C) each such assignment shall be made pursuant to an Assignment and Acceptance; provided, however, that such assignment shall not be effective if, after giving effect to such assignment, the aggregate amount of the Commitments so assigned or terminated under this Section 2.14 and Section 2.15(b) during the term of this Agreement would exceed 25% of the aggregate amount of the Commitments as of the Effective Date. Upon such payments and prepayments, the obligations of such Lender hereunder, by the provisions hereof, shall be released and discharged; provided, however, that such Lender’s rights under Sections 2.14, 2.17 and 9.04(b), and its obligations under Sections 2.06(j), 7.05 and 9.04(e), shall survive such release and discharge as to matters occurring prior to the date of termination of such Lender’s Commitment.

SECTION 2.15. Illegality. (a) Notwithstanding any other provision of this Agreement, if any Lender (any such Lender being referred to herein as an “Affected Lender”) shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for any Lender or its Eurocurrency Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances or LIBO Rate Advances or to fund or maintain Eurocurrency Rate Advances or LIBO Rate Advances hereunder, the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Parent Borrower and the Lenders that the circumstances causing such suspension no longer exist. The Parent Borrower’s right to require an assignment in accordance with clause (b)(ii) below shall not be effective to the extent that Lenders representing a majority of the Commitments then outstanding shall be “Affected Lenders”.

(b) The Parent Borrower shall, within five days of receiving a notice from any Affected Lender pursuant to clause (a) of this Section 2.15, elect (and shall notify such Affected Lender and the Agent of such election) to:

(i) prepay (or cause the relevant Foreign Subsidiary Borrowers to prepay) in full all Eurocurrency Rate Advances or LIBO Rate Advances then outstanding, together with interest thereon, unless in the case of Eurocurrency Rate Advances denominated in Dollars the Parent Borrower, within five Business Days of written notice from the Agent, converts all such Eurocurrency Rate Advances of all Lenders then outstanding into Base Rate Advances in accordance with Section 2.12; or

(ii) require that such Affected Lender assign to the Parent Borrower’s designated assignee or assignees, in accordance with the terms of Section 9.07, all Advances then owing to such Affected Lender and all rights and obligations of such Affected Lender hereunder; provided that (A) each such assignment shall be either an assignment of all of the rights and obligations of the assigning Affected Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or assignments which together cover all of the rights and obligations of the assigning Affected Lender under this Agreement, (B) no Affected Lender shall be obligated to make any such assignment as a result of a demand by the Parent Borrower pursuant to this Section 2.15(b) unless and until such Affected Lender shall have received one or more payments from either the relevant Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of all Advances

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owing to such Affected Lender, together with accrued interest thereon to the date of payment of such principal amount, all undrawn fees and other fees payable to such Affected Lender and all other amounts payable to such Affected Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts (computed in accordance with Section 2.14), and any Taxes, incurred by such Affected Lender prior to the effective date of such assignment and amounts payable under Section 9.04(a)) and (C) each such assignment shall be made pursuant to an Assignment and Acceptance; provided, however, that such assignment shall not be effective if, after giving effect to such assignment, the aggregate amount of the Commitments so assigned or terminated under this Section 2.15(b) and Section 2.14 during the term of this Agreement would exceed 25% of the aggregate amount of the Commitments as of the Effective Date. Upon such payments and prepayments, the obligations of such Affected Lender hereunder, by the provisions hereof, shall be released and discharged; provided, however, that such Affected Lender’s rights under Sections 2.14, 2.17 and 9.04(b), and its obligations under Sections 2.06(j), 7.05 and 9.04(e), shall survive such release and discharge as to matters occurring prior to the date of termination of such Affected Lender’s Commitment.

SECTION 2.16. Payments and Computations. (a) Each Borrower shall make each payment due from it hereunder and under its Notes, without reduction for counterclaim or setoff, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the Agent’s Office in same day funds; provided that payments owing with respect to Euro Advances shall be made in Euros not later than 11:00 A.M. (London time) on the day when due. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or undrawn fees ratably (other than amounts payable pursuant to Section 2.03, 2.14, 2.17 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Increasing Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.20, or any Assuming Extending Lender becoming a Lender hereunder as a result of an extension of the Termination Date pursuant to Section 2.21, and upon the Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b) All computations of interest based on the Base Rate, when calculated on the basis of the Prime Rate, shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Base Rate (except as set forth directly above), the Eurocurrency Rate, the LIBO Rate or the Federal Funds Rate or in respect of Fixed Rate Advances and of undrawn fees shall be made by the Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or undrawn fees are payable. Each determination by the Agent of an interest rate and of undrawn fees hereunder shall be conclusive and binding for all purposes, absent manifest error.

(c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or

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undrawn fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(d) Unless the Agent shall have received notice from the Parent Borrower prior to the date on which any payment is due to the Lenders hereunder that the applicable Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent such Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at (i) in the case of amounts due in Dollars, the greater of (A) the Federal Funds Rate and (B) a rate determined by the Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of amounts due in Euros, the rate per annum determined by the Agent to represent its cost of overnight or short-term funds in Euros.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Sections 2.02(d), 2.05(b) or (c), 2.06(d), (e) or (j), 7.05 or 9.04(e), then the Agent may, in its discretion and notwithstanding any contrary provision hereof, until the Agent reasonably determines that such Lender is not a Defaulting Lender, (i) apply any amounts thereafter received by the Agent for the account of such Lender for the benefit of the Agent, any Swing Line Lender or the Issuing Lender to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Agent in its discretion.

SECTION 2.17. Taxes. (a) Any and all payments by any Borrower hereunder or under the Notes shall be made, in accordance with Section 2.16, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Agent, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction under the laws of which such Lender or the Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under the Notes being hereinafter referred to as “Taxes”). If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Lender or the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17) such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Borrower shall make such deductions and (iii) the applicable Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

(b) In addition, each Borrower shall pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made by it hereunder or under the Notes or from its execution, delivery or registration of, performing under, or otherwise with respect to, this Agreement or the Notes (hereinafter referred to as “Other Taxes”).

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(c) Each Borrower shall indemnify each Lender and the Agent for and hold it harmless against the full amount of Taxes or Other Taxes (including, without limitation, taxes of any kind imposed by any jurisdiction on amounts payable under this Section 2.17) imposed on or paid by such Lender or the Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days (or, in the case of any such indemnification from a Foreign Subsidiary Borrower, 60 days) from the date such Lender or the Agent (as the case may be) makes written demand therefor.

(d) Within 30 days after the date of any payment of Taxes, the Parent Borrower shall furnish to the Agent, at its address referred to in Section 9.02, the original or a certified copy of a receipt evidencing such payment. In the case of any payment hereunder or under the Notes by or on behalf of the Parent Borrower through an account or branch outside the United States or by or on behalf of the Parent Borrower by a payor that is not a United States person, if the Parent Borrower determines that no Taxes are payable in respect thereof, the Parent Borrower shall furnish, or shall cause such payor to furnish, to the Agent, at such address, an opinion of counsel acceptable to the Agent stating that such payment is exempt from Taxes. For purposes of this subsection (d) and subsection (e), the terms “United States” and “United States person” shall have the meanings specified in Section 7701 of the Internal Revenue Code.

(e) Each Lender organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Initial Lender and on the date of the Assumption Agreement or the Assignment and Acceptance pursuant to which it becomes a Lender in the case of each other Lender, and from time to time thereafter as requested in writing by the Parent Borrower (but only so long as such Lender remains lawfully able to do so), shall provide each of the Agent and the Parent Borrower with two original U.S. Internal Revenue Service forms W-8BEN or W-8ECI, as appropriate, or any successor or other form prescribed by the U.S. Internal Revenue Service, certifying that such Lender is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement or the Notes. If the form provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Lender provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such form; provided, however, that, if at the date of the Assignment and Acceptance pursuant to which a Lender assignee becomes a party to this Agreement, the Lender assignor was entitled to payments under subsection (a) in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to the Lender assignee on such date. If any form or document referred to in this subsection (e) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by U.S. Internal Revenue Service form W-8BEN or W-8ECI, that the Lender reasonably considers to be confidential, the Lender shall give notice thereof to the Parent Borrower and shall not be obligated to include in such form or document such confidential information.

(f) Each Lender that is entitled to an exemption from or reduction of a non-United States withholding tax under the law of the jurisdiction in which an Foreign Subsidiary Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement and the Notes shall deliver to the applicable Foreign Subsidiary Borrower, at the time or times prescribed by applicable law or reasonably requested by the relevant Foreign Subsidiary Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate, provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s judgment such completing, execution or submission would not materially prejudice the legal position of such Lender.

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(g) For any period with respect to which a Lender has failed to comply with the requirements of Section 2.17(e) or (f) (other than if such failure is due to a change in law occurring subsequent to the date on which a form originally was required to be provided, or if such form otherwise is not required under subsection (e) or (f) above), such Lender shall not be entitled to indemnification under Section 2.17(a) or (c) with respect to Taxes imposed by the United States by reason of such failure; provided, however, that should a Lender become subject to Taxes because of its failure to deliver a form required hereunder, the Borrowers shall take such steps as the Lender shall reasonably request to assist the Lender to recover such Taxes.

(h) Any Lender claiming any additional amounts payable pursuant to this Section 2.17 agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Eurocurrency Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

SECTION 2.18. Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) owing to it on account of the Revolving Credit Advances, Swing Line Advances or the Letters of Credit (other than pursuant to Section 2.14, 2.17 or 9.04(c) or as otherwise provided herein) in excess of its ratable share of payments on account of such Extensions of Credit obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such Extensions of Credit owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.18 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

SECTION 2.19. Use of Proceeds. The proceeds of the Advances, and Letters of Credit, shall be available (and each Borrower agrees that it shall use such proceeds and Letters of Credit) solely for general corporate purposes of the Parent Borrower and its Subsidiaries.

SECTION 2.20. Increase in Aggregate Commitments. (a) The Parent Borrower may, at any time but in any event not more than once in any calendar year prior to the Termination Date, by notice to the Agent, request that the aggregate amount of the Commitments be increased by an amount of $10,000,000 or an integral multiple thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Agent; provided, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $2,500,000,000 and (ii) on the date of any request by the Parent Borrower for a Commitment Increase and on the related Increase Date the applicable conditions set forth in Article III shall be satisfied.

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(b) The Agent shall promptly notify such Eligible Assignees as the Parent Borrower may identify of a request by the Parent Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and other Eligible Assignees wishing to participate in the Commitment Increase must commit thereto (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) (it being understood that no Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion) and each other Eligible Assignee that agrees to participate in such requested Commitment Increase (each such Eligible Assignee, an “Assuming Increasing Lender”) shall give written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing to participate in such Commitment Increase (each such amount, the “Designated Increase”). If the Lenders and Assuming Increasing Lenders notify the Agent that they are willing to participate in the requested Commitment Increase by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders and such Assuming Increasing Lenders in such amounts as are agreed between the Parent Borrower and the Agent (so long as any allocation is not in excess of the Designated Increase of such Increasing Lender or Assuming Increasing Lender); provided, however, that the Commitment of each such Assuming Increasing Lender shall be in an amount of $5,000,000 or more.

(c) On each Increase Date, each Assuming Increasing Lender shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.20(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date:

(i) (A) certified copies of resolutions of the board of directors of each Borrower or a committee of each such board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrowers (which may be from in-house counsel), in form and substance reasonably satisfactory to the Agent;

(ii) an assumption agreement from each Assuming Increasing Lender, if any, in substantially the form of Exhibit D hereto (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent, the Issuing Lenders and the Parent Borrower, as applicable;

(iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Parent Borrower and the Agent; and

(iv) any other documents or instruments reasonably requested by the Agent in connection with the Commitment Increase.

(d) On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.20(c), the Agent shall notify the Lenders (including, without limitation, each Assuming Increasing Lender) and the Parent Borrower, on or before 1:00 P.M. (New York City time), by fax, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Increasing Lender on such date. If any Base Rate Advances are outstanding on the date of any Increase Date, the Agent shall give appropriate notice to the Increasing Lenders and the Assuming Increasing Lenders to fund their respective pro rata shares of such outstanding Advances, and shall reallocate such Advances among the Lenders so that, after giving effect to such reallocation, each Lender shall participate in each outstanding Base Rate Borrowing ratably according to their respective Commitments. If any Eurocurrency Rate Advances are outstanding on the date of any Increase Date, the

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Agent shall, on the last day of the applicable Interest Periods, give appropriate notice to the Increasing Lenders and the Assuming Increasing Lenders to fund their respective pro rata shares of such outstanding Advances, and shall reallocate such Advances among the Lenders so that, after giving effect to such reallocation, each Lender shall participate in such outstanding Eurocurrency Rate Borrowing ratably according to their respective Commitments. If any Letters of Credit or Swing Line Advances are outstanding on any Increase Date, participations in such Extensions of Credit shall be deemed to be reallocated on such date according to the respective Commitments of the Lenders after giving effect to such increase.

(e) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increase Date, this Agreement may be amended to the extent (but only to the extent (it being understood that the terms of any Commitment Increase shall be the same as the terms for the existing Commitments)) necessary to reflect the existence and terms of the Commitment Increase evidenced thereby. Any such deemed amendment may be effected in writing by the Agent with the Parent Borrower’s consent (not to be unreasonably withheld or delayed) and furnished to the other parties hereto.

SECTION 2.21. Extension of Termination Date

(a) Request Procedure.

(i) Borrower Requests. The Parent Borrower, by written notice to the Agent, may, (A) not more than two times after the First Amendment Effective Date and (B) not less than twelve months after the prior Extension Date, if any, request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration (the date of any such request, the “Extension Request Date”); provided that such request is made at least 30 days prior to the applicable Termination Date.

(ii) Agent Notification. The Agent shall promptly notify each Lender of such request, and, within 10 Business Days of the Extension Request Date, each Lender shall, in its sole discretion, notify the Parent Borrower and the Agent in writing as to whether such Lender will consent to such extension by delivering a Notice of Extension of Termination Date (with each Lender consenting being a “Consenting Lender” and each Lender not consenting being a “Non-Consenting Lender”). If any Lender shall fail to notify the Agent and the Parent Borrower in writing of its consent to any such request for extension of the Termination Date prior to the end of such 10 Business Day period, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request (it being understood that such Lender may subsequently deliver a Notice of Extension of Termination Date, subject to the consent of the Agent and Parent Borrower, or become an Assuming Extending Lender pursuant to Section 2.21(c)). The Agent shall notify the Parent Borrower in writing not later than 15 Business Days after the Extension Request Date of the decision of the Lenders regarding the Parent Borrower’s request for an extension of the Termination Date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Parent Borrower for any requested extension of the Termination Date.

(b) Conditions for Extensions. The Termination Date in effect at such time shall, effective on any date as the Parent Borrower and Agent may agree which occurs (x) on or prior to the then existing Termination Date and (y) within 60 days of the Extension Request Date (such effective date, the “Extension Date”), be extended one year so long as (i) on the applicable Extension Date, the applicable conditions set forth in Article III are satisfied and (ii) not later than one Business Day prior to the applicable Extension Date, Lenders having more than 50% of the Commitments (after giving effect to any

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assignments and assumptions pursuant to subsection (c) of this Section 2.21) shall have consented in writing to a requested extension (whether by execution or delivery of a Notice of Extension of Termination Date, an Assumption Agreement, an Assignment and Acceptance or other writing acceptable to the Agent). The applicable Termination Date then in effect shall be extended for the additional one-year period as to the Consenting Lenders and Assuming Extended Lenders in the applicable amount only and shall not be extended as to any Non-Consenting Lender or Consenting Lender with respect to any amount of its Commitment not extended.

(c) Assignment and Assumption of Commitments. If fewer than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.21, the Agent shall promptly so notify the Consenting Lenders, and, at least 10 days prior to the applicable Extension Date (or such later date as the Parent Borrower and Agent may agree), each Consenting Lender may, in its sole discretion, give written notice to the Agent of the amount of the Non-Consenting Lenders’ Commitments and Consenting Lenders’ Commitments which are not being extended for which it is willing to accept an assignment (such amount for each Consenting Lender, the “Designated Amount”). If the Consenting Lenders notify the Agent in writing that they are willing to accept assignments of Commitments such that, after giving effect to any assignments and assumptions pursuant to this Section 2.21(c), Lenders having more than 50% of the Commitments seek to extend the Termination Date, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Parent Borrower and the Agent (so long as any allocation is not excess of the Designated Amount of such Consenting Lender) and the appropriate parties shall be deemed to have executed an Assignment and Acceptance giving effect to such allocations on the Extension Date. If, after giving effect to the assignments of Commitments described directly above, there remain any Commitments of Non-Consenting Lenders or Consenting Lenders’ Commitments which are not being extended, the Parent Borrower may arrange for one or more Eligible Assignees that agree to an extension of the Termination Date (each, an “Assuming Extending Lender”) to assume (via an assignment or assumption), any Non-Consenting Lender’s Commitment or Consenting Lenders’ Commitments which are not being extended and all of the obligations of such Non-Consenting Lender (or, with respect to such assigned or assumed Commitments, of such Consenting Lender) under this Agreement thereafter arising. Any assignment or assumption by an Assuming Extending Lender shall be without recourse to or warranty by, or expense to, such Non-Consenting Lender (or, with respect to Commitments of it which are being assigned or assumed, such Consenting Lender); provided, however, that the amount of the Commitment of any such Assuming Extending Lender as a result of such assumption shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender or Commitment of such Consenting Lender not being extended is less than $10,000,000, in which case such Assuming Extending Lender shall assume all of such lesser amount; and provided further that:

(i) any such Assuming Extending Lender shall have, with respect to Commitments that are the subject of an assignment or assumption, paid to such Non-Consenting Lender or Consenting Lender, as the case may be, (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment or assumption on, the outstanding Advances, if any, of such Non-Consenting Lender or Consenting Lender plus (B) any accrued but unpaid undrawn fees owing to such Non-Consenting Lender or such Consenting Lender as of the effective date of such assignment or assumption;

(ii) all additional costs, reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender or Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender or Consenting Lender; and

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(iii) with respect to any such Assuming Extending Lender, the applicable processing and recordation fee required under Section 9.07(a) for such assignment or assumption shall have been paid by the Assuming Extending Lender;

provided further that such Non-Consenting Lender’s or Consenting Lender’s rights under Sections 2.14, 2.17 and 9.04, and its obligations under Sections 2.06(j), 7.05 and 9.04(e), shall survive such assignment or assumption as to matters occurring prior to the date of such assignment or assumption. At least three Business Days prior to any Extension Date (or such shorter period as the Parent Borrower and Agent may agree), (A) each Assuming Extending Lender, if any, shall have delivered to the Parent Borrower and the Agent an Assumption Agreement or an Assignment and Acceptance duly executed by such Assuming Extending Lender, such Non-Consenting Lender or Consenting Lender, as the case may be, the Parent Borrower and the Agent and (B) each Non-Consenting Lender being replaced pursuant to this Section 2.21(c) shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender, if requested by the Parent Borrower and Agent. Subject to (x) the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, (y) the execution of an Assumption Agreement or an Assignment and Acceptance and (z) the conditions set forth in Section 2.21(b) being satisfied on the applicable Extension Date, each Assuming Extending Lender, as of such Extension Date, will be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and, except as otherwise provided above, the obligations of each such Non-Consenting Lender (or, with respect to Commitments of it which are being assigned or assumed, such Consenting Lender) shall, by the provisions hereof, be released and discharged.

(d) [Reserved.]

(e) Actions Undertaken Upon Extension. In the event of the occurrence of an Extension Date,

(i) to the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.21 and the Commitment of such Lender is not assigned or assumed in accordance with subsection (c) of this Section 2.21 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender or Consenting Lender not being extended shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Parent Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.14, 2.17 and 9.04, and its obligations under Sections 2.06(j), 7.05 and 9.04(e), shall survive the Termination Date for such Lender as to matters occurring prior to such date; and

(ii) all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Extending Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Extending Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Extending Lender.

SECTION 2.22. Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. Each Borrower agrees that upon notice by any Lender (with a copy of such notice to the Agent) to the effect that a Note is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances to such Borrower owing to, or to be made by, such Lender, such Borrower shall promptly execute and deliver to such Lender a Note payable to the order of such Lender in a principal amount up to the Commitment of such Lender.

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(b) The Register maintained by the Agent pursuant to Section 9.07(d) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing, the name of the relevant Borrower and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assumption Agreement and each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iv) the amount of any sum received by the Agent from each Borrower hereunder and each Lender’s share thereof.

(c) Entries made in good faith by the Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from each Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of any Borrower under this Agreement.

SECTION 2.23. Foreign Subsidiary Borrowers. (a) Subject to the consent of the Agent, the Parent Borrower may designate any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower by delivery to the Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary, the Parent Borrower and the Agent and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower and a party to this Agreement until the Parent Borrower shall have executed and delivered to the Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Foreign Subsidiary Borrower. Notwithstanding the preceding sentence, no such Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower at a time when any Foreign Borrower Obligations of such Foreign Subsidiary Borrower shall be outstanding hereunder or any Letters of Credit issued for the account of such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized in a manner satisfactory to the Agent), provided that such Borrowing Subsidiary Termination shall be effective to terminate such Foreign Subsidiary Borrower’s right to make further borrowings hereunder.

(b) The Agent shall promptly notify the Lenders of any Foreign Subsidiary Borrower added pursuant to Section 2.23(a).

SECTION 2.24. Foreign Currency Exchange Rate. (a) No later than 1:00 P.M. (New York City time) on each Calculation Date, the Agent shall determine the Spot Exchange Rate as of such Calculation Date with respect to Euros, provided that, upon receipt of a Notice of Revolving Credit Borrowing pursuant to Section 2.02(a), the Agent shall determine the Spot Exchange Rate with respect to Euros on the related Calculation Date (it being acknowledged and agreed that the Agent shall use such Spot Exchange Rate for the purposes of determining compliance with Section 2.01 with respect to such Notice). The Spot Exchange Rate so determined shall become effective on the relevant Calculation Date (a “Reset Date”), shall remain effective until the next succeeding Reset Date and shall for all purposes of this Agreement (other than Section 9.14 and any other provision expressly requiring the use of a current Spot Exchange Rate) be the Spot Exchange Rate employed in converting any amounts between Dollars and Euros.

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(b) No later than 5:00 P.M. (New York City time) on each Reset Date, the Agent shall determine the aggregate amount of the Dollar Equivalents of the principal amounts of Euro Advances then outstanding (after giving effect to any Euro Advances to be made or repaid on such date).

(c) The Agent shall promptly notify the Parent Borrower of each determination of a Spot Exchange Rate hereunder.

SECTION 2.25. Replacement of Lenders. The Parent Borrower shall be permitted to replace any Lender that (x) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any Note that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained) or (y) becomes a Defaulting Lender; provided that (a) such replacement does not conflict with any applicable law, rule, regulation, or order, (b) no Event of Default shall have occurred and be continuing at the time of such replacement, (c) the replacement financial institution shall purchase, at par, all Advances and other amounts owing to such replaced Lender on or prior to the date of replacement, (d) each Borrower shall be liable to such replaced Lender under Section 9.04(c) if any Eurocurrency Rate Advance made to it and owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (e) the replacement financial institution shall be reasonably satisfactory to the Agent, (f) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.07 (provided that the Parent Borrower shall be obligated to pay the registration and processing fee referred to therein), and (g) any such replacement shall not be deemed to be a waiver of any rights that any Borrower, any Agent or any other Lender shall have against the replaced Lender.

SECTION 2.26. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.07(a);

(b) except as set forth in last sentence of Section 9.01, the Commitment and Extensions of Credit of such Defaulting Lender shall not be included in determining whether all Lenders, all affected Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.01);

(c) if any Swing Line Advances or L/C Obligations exists at the time such Lender becomes a Defaulting Lender then:

(i) all or any part of the Swing Line Advances and L/C Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Percentages but only to the extent the sum of all non-Defaulting Lenders’ Extensions of Credit plus such Defaulting Lender’s Swing Line Advances and L/C Obligations does not exceed the total of all non-Defaulting Lenders’ Commitments;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Agent (x) first, prepay such Swing Line Advances and (y) second, cash collateralize for the benefit of the Issuing Lender only the Borrower’s obligations corresponding to such Defaulting Lender’s L/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 6.01 for so long as such L/C Obligations are outstanding;

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(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s L/C Obligations pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to 2.06(b) with respect to such Defaulting Lender’s L/C Obligations during the period such Defaulting Lender’s L/C Obligations are cash collateralized;

(iv) if the L/C Obligations of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant Section 2.06(c) and Section 2.07(a) shall be adjusted in accordance with such non-Defaulting Lenders’ Percentages; and

(v) if all or any portion of such Defaulting Lender’s L/C Obligations are neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Lender or any other Lender hereunder, all letter of credit fees payable under Section 2.06(c) with respect to such Defaulting Lender’s L/C Obligations shall be payable to the Issuing Lender until and to the extent that such L/C Obligations are reallocated and/or cash collateralized; and;

(d) so long as such Lender is a Defaulting Lender, no Swing Line Lender shall be required to fund any Swing Line Advance and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding L/C Obligations will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.26(c), and participating interests in any newly made Swing Line Advance or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.26(c)(i) (and such Defaulting Lender shall not participate therein).

If (i) a Bankruptcy Event with respect to a Parent-of-a-Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Swing Line Lender or Issuing Lender has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, such Swing Line Lender shall not be required to fund any Swing Line Advance and such Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless such Swing Line Lender or Issuing Lender, as the case may be, shall have entered into arrangements with the Parent Borrower or such Lender, satisfactory to such Swing Line Lender or Issuing Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder.

In the event that the Agent, the Parent Borrower, the applicable Swing Line Lenders and the applicable Issuing Lenders each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swing Line Advances and L/C Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Advances of the other Lenders (other than Competitive Bid Advances and Swing Line Advances) as the Agent shall determine may be necessary in order for such Lender to hold such Advances in accordance with its Percentage.

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ARTICLE III

CONDITIONS TO EFFECTIVENESS AND LENDING

SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01, 2.03, 2.04 and 2.06 . Sections 2.01, 2.03, 2.04 and 2.06 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:

(a) As of the Effective Date, except as disclosed in the Parent Borrower’s Quarterly Report on Form 10-Q for the quarter ending November 30, 2010, since August 31, 2010 there shall have occurred no Material Adverse Change.

(b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Parent Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Parent Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the “Disclosed Litigation”) or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby.

(c) As of the Effective Date, the Parent Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Parent Borrower and its Subsidiaries as they shall have reasonably requested.

(d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.

(e) The Parent Borrower shall have notified the Agent as to the proposed Effective Date.

(f) The Parent Borrower shall have paid all accrued fees and invoiced expenses of the Agents and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agents).

(g) On the Effective Date, the following statements shall be true and correct and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Parent Borrower, dated the Effective Date, stating that:

(i) the representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date,

(ii) no event has occurred and is continuing that constitutes a Default, and

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(iii) the conditions precedent set forth in Section 3.01 were satisfied as of the Effective Date.

(h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent:

(i) This Agreement executed and delivered by each Person party hereto.

(ii) The Revolving Credit Notes and Swing Line Notes to the order of the relevant Lenders to the extent requested by any Lender pursuant to Section 2.22.

(iii) Certified copies of the resolutions of the board of directors of each Borrower approving this Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes.

(iv) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Agreement and such Notes to be delivered by it and the other documents to be delivered by it hereunder and (B) appropriate insertions and attachments, including (x) the certificate of incorporation (or equivalent) of such Borrower evidencing that it is a corporation (or appropriate corporate form) certified by its secretary or assistant secretary, (y) a long-form good standing certificate (or its equivalent, if available, for a Foreign Subsidiary Borrower) evidencing that such Borrower is validly existing, in good standing and qualified to do business in the jurisdiction in which it is organized and (z) the resolutions for such Borrower referenced in Section 3.01(h)(iii).

(v) A favorable opinion of the General Counsel or Associate General Counsel of the Parent Borrower, in form and substance satisfactory to the Agent.

(vi) A favorable opinion of Simpson Thacher & Bartlett LLP, counsel for the Agent, in form and substance satisfactory to the Agent.

(i) The Parent Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the Five-Year Credit Agreement dated as of February 28, 2007 among the Parent Borrower, the lenders and agents parties thereto and JPMorgan and Citibank, as co-administrative agent, and each of the Lenders that is a party to such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under such credit agreement relating to the termination of commitments thereunder.

(j) The Agent shall have received on or before the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

(k) The Effective Date shall occur on or prior to 5:00 p.m. New York City time on April 15, 2011.

SECTION 3.02. Conditions Precedent to Each Revolving Credit Borrowing, Swing Line Borrowing, Letter of Credit Issuance, Commitment Increase and Extension Date. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing, the obligation of each Swing Line Lender to make a Swing Line Advance on the occasion of each Swing

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Line Borrowing, the obligation of each Issuing Lender to issue, amend, renew or extend any Letter of Credit and the effectiveness of each Commitment Increase pursuant to Section 2.20 and each extension of Commitments pursuant to Section 2.21 shall be subject to the conditions precedent (x) that the Effective Date shall have occurred and (y) on the date of such Revolving Credit Borrowing, Swing Line Borrowing or Letter of Credit issuance, amendment, renewal or extension, or the applicable Increase Date or Extension Date, as the case may be, the following statements shall be true and correct (and each of the giving of the applicable Notice of Revolving Credit Borrowing, notice of Swing Line Borrowing, a request for a Letter of Credit issuance, amendment, renewal or extension, a request for a Commitment Increase or a Commitment extension, or the acceptance by the Parent Borrower of the proceeds of such Revolving Credit Borrowing or Swing Line Borrowing shall constitute a representation and warranty by the Parent Borrower (and, in the case of an Extension of Credit to a Foreign Subsidiary Borrower, such Borrower) that on the date of such notices, request, such Revolving Credit Borrowing, such Swing Line Borrowing, such Letter of Credit issuance, amendment, renewal or extension, such Increase Date or such Extension Date such statements are or will be true and correct):

(a) the representations and warranties contained in Section 4.01 (except, in the case of each Revolving Credit Borrowing, Swing Line Borrowing, Letter of Credit issuance, amendment, renewal or extension and Increase Date, the representations set forth in subsection (e) thereof and in subsection (f)(i) thereof) are true and correct on and as of the date of such Revolving Credit Borrowing, Swing Line Borrowing, Letter of Credit issuance, amendment, renewal or extension, such Increase Date or such Extension Date, as applicable, before and after giving effect thereto, as though made on and as of such date, and

(b) no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or Swing Line Borrowing or from the application of the proceeds therefrom, from the issuance, amendment, renewal or extension of such Letter of Credit or from such Commitment Increase or extension of Commitments, as applicable, that constitutes a Default.

SECTION 3.03. Additional Conditions Precedent Applicable to the Foreign Subsidiary Borrowers. The obligation of each Lender to make an Extension of Credit requested to be made by it to any Foreign Subsidiary Borrower on any date is subject to satisfaction or waiver of, in addition to the conditions precedent set forth in Sections 3.01 (in the case of the initial extension of credit) and 3.02, (a) with respect to any initial Extension of Credit to a Foreign Subsidiary Borrower, the receipt by the Agent of a Foreign Subsidiary Opinion, any information required by the Agent or any Lender of the type which it could request pursuant to Section 9.12 and such other documents and information with respect to such Foreign Subsidiary Borrower as the Agent may reasonably request and (b) with respect to each Extension of Credit, the truthfulness and correctness in all material respects on and as of such date of the following additional representations and warranties:

(i) Pari Passu. The obligations of such Foreign Subsidiary Borrower under this Agreement and any Note, when executed and delivered by such Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower.

(ii) No Immunities, etc. Such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice,

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attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note. Such Foreign Subsidiary Borrower has waived every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note. The waiver by such Foreign Subsidiary Borrower described in the immediately preceding sentence is the legal, valid and binding obligation of such Foreign Subsidiary Borrower.

(iii) No Recordation Necessary. This Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement and any such Note. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid.

(iv) Exchange Controls. The execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement or any Note is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable).

Each borrowing by, and each issuance of a Letter of Credit for the account of, any Foreign Subsidiary Borrower hereunder shall constitute a representation and warranty by each of the Parent Borrower and such Foreign Subsidiary Borrower as of the date of such borrowing or such issuance that the conditions contained in this Section 3.03 have been satisfied.

SECTION 3.04. Conditions Precedent to Each Competitive Bid Borrowing. The obligation of each Lender, who is to make a Competitive Bid Advance, to make such advance as part of such Competitive Bid Borrowing is subject to the conditions precedent that (i) the Agent shall have received the written confirmatory Notice of Competitive Bid Borrowing with respect thereto, (ii) on or before the date of such Competitive Bid Borrowing, but prior to such Competitive Bid Borrowing, the Agent shall have received a Competitive Bid Note payable to the order of such Lender for each of the one or more Competitive Bid Advances to be made by such Lender as part of such Competitive Bid Borrowing, in a principal amount equal to the principal amount of the Competitive Bid Advance to be evidenced thereby and otherwise on such terms as were agreed to for such Competitive Bid Advance in accordance with Section 2.03, and (iii) on the date of such Competitive Bid Borrowing the following statements shall be true and correct (and each of the giving of the applicable Notice of Competitive Bid Borrowing and the acceptance by the Parent Borrower of the proceeds of such Competitive Bid Borrowing shall constitute a representation and warranty by the Parent Borrower that on the date of such Competitive Bid Borrowing such statements are true and correct):

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(a) the representations and warranties contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f)(i) thereof) are true and correct on and as of the date of such Competitive Bid Borrowing, before and after giving effect to such Competitive Bid Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and

(b) no event has occurred and is continuing, or would result from such Competitive Bid Borrowing or from the application of the proceeds therefrom, that constitutes a Default.

SECTION 3.05. Determinations Under Section 3.01. For purposes of determining compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Parent Borrower, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto. The Agent shall promptly notify the Lenders of the occurrence of the Effective Date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrowers. Each of the Parent Borrower, and in the case of paragraphs (a), (b), (c), (d) and (g) below each Foreign Subsidiary Borrower, represents and warrants as follows:

(a) Such Borrower is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation.

(b) The execution, delivery and performance by such Borrower of this Agreement and the Notes made by it, and the consummation of the transactions contemplated hereby, are within such Borrower’s corporate (or other) powers, have been duly authorized by all necessary corporate (or other) action, and do not contravene (i) such Borrower’s charter or by-laws (or other organizational documents) or (ii) law or any contractual restriction binding on or affecting such Borrower.

(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by such Borrower of this Agreement or the Notes made by it, except, in the case of any such Foreign Subsidiary Borrower, for authorizations, approvals, consents, notices and filings which have been obtained or made (or which are not required to be obtained or made prior to the initial Extensions of Credit to such Foreign Subsidiary Borrower) and are in full force and effect.

(d) This Agreement has been, and each of the Notes when delivered by such Borrower hereunder will have been, duly executed and delivered by such Borrower. This Agreement is, and each of the Notes when delivered by such Borrower hereunder will be, the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with their respective terms.

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(e) The Consolidated balance sheet of the Parent Borrower and its Subsidiaries as at August 31, 2010, and the related Consolidated statements of income and cash flows of the Parent Borrower and its Subsidiaries for the twelve-months then ended, accompanied by an opinion of Deloitte & Touche LLP, independent public accountants, and the Consolidated balance sheet of the Parent Borrower and its Subsidiaries as at November 30, 2010, and the related Consolidated statements of income and cash flows of the Parent Borrower and its Subsidiaries for the three months then ended, duly certified by the Chief Financial Officer, Treasurer, Assistant Treasurer, Controller or Assistant Controller of the Parent Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at November 30, 2010, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated financial condition of the Parent Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Parent Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP consistently applied. Except as disclosed in the Parent Borrower’s Quarterly Report on Form 10-Q for the quarter ending November 30, 2010, since August 31, 2010, there has been no Material Adverse Change.

(f) There is no pending or, to the knowledge of such Borrower, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Parent Borrower or any of its Consolidated Subsidiaries before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), and there has been no material adverse change in the status of, or financial effect on the Parent Borrower or any of its Consolidated Subsidiaries as a result of, the Disclosed Litigation or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note or the consummation of the transactions contemplated hereby.

(g) Such Borrower is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

SECTION 4.02. Representation and Warranty of the Lenders. Each Lender represents and warrants that in good faith it has not and will not rely upon any margin stock (as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System of the United States) as collateral in the making and maintaining of its Extensions of Credit hereunder.

ARTICLE V

COVENANTS OF BORROWERS

SECTION 5.01. Affirmative Covenants. So long as any Advance or other amount owing hereunder shall remain unpaid, any Letter of Credit remains outstanding or any Lender shall have any Commitment hereunder, each Borrower will:

(a) Compliance with Laws, Etc. Comply, and cause each of its Material Subsidiaries to comply with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and Environmental Laws, except such non-compliance as would not have a Material Adverse Effect.

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(b) Payment of Taxes, Etc. Pay and discharge, and cause each of its Material Subsidiaries to pay and discharge, before the date on which penalties are attached thereto, all taxes, assessments and governmental charges or levies imposed upon it or upon its property; provided, however, that no Borrower nor any of its Material Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings or are not of material importance to the business, financial condition or results of operations of the Parent Borrower and its Consolidated Subsidiaries.

(c) Maintenance of Insurance. Maintain, and cause each of its Material Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is consistent with prudent business practice. This section shall not prevent the use of deductible or excess loss insurance and shall not prevent the Parent Borrower or a Consolidated Subsidiary from acting as a self-insurer or maintaining insurance with a Subsidiary or Subsidiaries so long as such action is consistent with sound business practice.

(d) Preservation of Corporate Existence, Etc. Preserve and maintain its corporate existence, rights (charter and statutory) and franchises; provided, however, that a Borrower may consummate any merger or consolidation permitted under Section 5.02(b) and provided further that no Borrower shall be required to preserve any right or franchise if such Borrower shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Borrower.

(e) Keeping of Books. Keep, and cause each of its Material Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of such Borrower and each such Material Subsidiary in accordance with GAAP in effect from time to time.

(f) Reporting Requirements. Furnish to the Agent, and in sufficient copies for the Lenders (provided, however, that clauses (i), (ii), (iv) and (v) of this Section 5.01(f) shall only apply to the Parent Borrower and that, in the case of the Consolidated balance sheet and Consolidated statements of income and cash flows referred to in clause (i) below, the annual audit report and accompanying information referred to in clause (ii) below and the reports and registration statements referred to in clause (iv) below, such information will be deemed to have been furnished to the Agent if it is readily available through EDGAR):

(i) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Parent Borrower, the Consolidated balance sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and Consolidated statements of income and cash flows of the Parent Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by the Chief Financial Officer, Treasurer, Assistant Treasurer, Controller, Assistant Controller, or other authorized financial officer of the Parent Borrower as having been prepared in accordance with GAAP and certificates of the Chief Financial Officer Treasurer, Assistant Treasurer, Controller or Assistant Controller of the Parent Borrower as to compliance with the terms of this Agreement;

(ii) as soon as available and in any event within 120 days after the end of each fiscal year of the Parent Borrower, a copy of the annual audit report for such year for the Parent Borrower and its Subsidiaries, containing the Consolidated balance sheet of

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the Parent Borrower and its Subsidiaries as of the end of such fiscal year and Consolidated statements of income and cash flows of the Parent Borrower and its Subsidiaries for such fiscal year, in each case accompanied by an opinion acceptable to the Required Lenders by Deloitte & Touche LLP or other independent public accountants acceptable to the Required Lenders;

(iii) as soon as possible and in any event within five days after the determination by any Borrower of the occurrence of a Default that is continuing on the date of such statement, a statement of the Chief Financial Officer, Treasurer, Assistant Treasurer, Controller, Assistant Controller, or other authorized financial officer of the such Borrower setting forth details of such Default and the action that such Borrower has taken and proposes to take with respect thereto;

(iv) promptly after the sending or filing thereof, copies of all material reports that the Parent Borrower sends to its securityholders (or any class of them) or its creditors (or any class of them), and copies of all reports and registration statements that the Parent Borrower or any Subsidiary files with the Securities and Exchange Commission;

(v) promptly after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Parent Borrower or any of its Subsidiaries of the type described in Section 4.01(f); and

(vi) such other information (excluding trade secrets) respecting the Parent Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request.

SECTION 5.02. Negative Covenants. So long as any Advance or other amount owing hereunder shall remain unpaid, any Letter of Credit remains outstanding or any Lender shall have any Commitment hereunder:

(a) Liens, Etc. The Parent Borrower will not create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its assets, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than:

(i) (A) Liens for taxes, assessments, governmental charges or levies or other amounts owed to governmental entities other than for borrowed money; (B) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 days or that are being contested in good faith; (C) pledges or deposits to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (D) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; and (E) Liens in favor of a landlord arising in the ordinary course of business,

(ii) purchase money Liens upon or in any property, assets or stock acquired or held by the Parent Borrower or any Material Subsidiary in the ordinary course of business to secure the purchase price or construction cost of such property or to secure Debt incurred solely for the purpose of financing the acquisition or construction of such

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property whether incurred prior or subsequent to such acquisition or construction, or Liens existing on such property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any property other than the property being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced,

(iii) Liens upon property or assets of the Parent Borrower or any Material Subsidiary leased by the Parent Borrower or any Material Subsidiary pursuant to a customary financing arrangement whereby a Governmental Authority issues industrial revenue bonds to finance the development or improvement of such property or assets (or similar undertaking to provide incentives to the Parent Borrower or any Material Subsidiary with respect to such property or assets) and the Parent Borrower or any Material Subsidiary enters into a capital lease with respect to such property or assets,

(iv) Liens existing on the Effective Date,

(v) (A) assignments of the right to receive income in connection with any Receivables Financing and (B) other Liens or assignments of the right to receive income that would otherwise be prohibited; provided that the Aggregate Amount of Financing Outstanding in connection with Receivables Financings by the Parent Borrower or any Material Subsidiary (as described in clause (A)), plus the aggregate principal amount of Debt secured by Liens or assignments of the right to receive income described in clause (B) at any time outstanding (which amount, for purposes of assignments of rights to receive income, shall be deemed to be the aggregate proceeds received from such assignments, reduced according to the original schedule of collection of such income), shall not exceed 10% of the Consolidated Net Assets of the Parent Borrower at such time,

(vi) the replacement, extension or renewal of any Lien permitted by clauses (ii) and (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the amount secured thereby, and

(vii) intercompany Liens granted to Parent Borrower or Material Subsidiaries.

(b) Mergers, Etc. No Borrower will merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Material Subsidiaries to do so, except that (i) any Material Subsidiary (other than any Foreign Subsidiary Borrower) may merge or consolidate with or into, or dispose of assets to, any other Material Subsidiary or any other Subsidiary of the Parent Borrower that shall become a Material Subsidiary as a result of such transaction, (ii) any Material Subsidiary (other than any Foreign Subsidiary Borrower) may merge into or dispose of assets to the Parent Borrower, (iii) the Parent Borrower may merge with any other Person as long as the Parent Borrower is the surviving entity and (iv) any Foreign Subsidiary Borrower may merge into, or convey, transfer, lease or otherwise dispose of all or substantially all of its assets to, the Parent Borrower or any other Subsidiary that is (or, simultaneously with such transaction, becomes) a Foreign Subsidiary Borrower and that has satisfied (or, simultaneously with such transaction, satisfies), as of the date of such transaction, the conditions set forth in Section 3.03 with respect to any Extensions of Credit assumed by it, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

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(c) Change in Nature of Business. No Borrower will make, or permit any of its Subsidiaries to make, any material change in the nature of its business taken as a whole as carried on at the date hereof.

SECTION 5.03. Financial Covenant. So long as any Advance or other amount owing hereunder shall remain unpaid, any Letter of Credit remains outstanding or any Lender shall have any Commitment hereunder, the Parent Borrower shall maintain at the end of each fiscal quarter of the Parent Borrower a Leverage Ratio (expressed as a percentage) of not more than 66 2/3%.

ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.01. Events of Default. If any of the following events (“Events of Default”) shall occur and be continuing:

(a) Any Borrower shall fail to pay any principal of any Advance or Reimbursement Obligation when the same becomes due and payable; or any Borrower shall fail to pay any interest on any Advance or Reimbursement Obligation or make any other payment of fees or other amounts payable under this Agreement or any Note within five Business Days after the same becomes due and payable; or

(b) Any representation or warranty made by any Borrower herein or by any Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect in any material respect when made; or

(c) (i) Any Borrower shall fail to perform or observe any term, covenant or agreement on its part to be performed or observed that is contained in Section 5.01(d) or (f)(iii), 5.02(a), 5.02(b) or 5.03, or (ii) the Parent Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(f)(i) or (ii) if such failure shall remain unremedied for 5 days after written notice thereof shall have been given to the Parent Borrower by the Agent or any Lender, or (iii) any Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Parent Borrower by the Agent or any Lender; or

(d) Any Borrower or any of its Material Subsidiaries shall fail to pay any principal of or premium or interest on any Debt that is outstanding in a principal amount of at least $150,000,000 in the aggregate (but excluding Debt outstanding hereunder) of such Borrower or such Material Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt

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shall be required to be made, in each case prior to the stated maturity thereof; provided, that for purposes of this paragraph, the termination of a Hedge Agreement in accordance with its terms shall be deemed to create Debt which becomes payable at the due date provided for in the applicable Hedge Agreement documents in an amount equal to the amount payable on such due date; or

(e) Any Borrower or any of its Material Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against any Borrower or any of its Material Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days (or, in the case of any Foreign Subsidiary Borrower, 45 days), or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or any Borrower or any of its Material Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (e); or

(f) Any judgment or order for the payment of money in excess of $150,000,000 in the aggregate shall be rendered against any Borrower or any of its Material Subsidiaries (unless (x) such judgment is rendered by a court that is located in a country where the Parent Borrower and its Subsidiaries do not conduct material operations and have assets with an aggregate value less than $150,000,000, (y) the Parent Borrower shall have determined, and continues to determine, in good faith that, to the extent that such judgment is enforceable in any other country, the aggregate value of the assets of the Parent Borrower and its Subsidiaries in all countries in which such judgment is enforceable is less than $150,000,000 and (z) if requested by the Agent, the Parent Borrower shall have delivered to the Agent satisfactory legal opinions or other documents or certificates with respect to the foregoing) and either (i) a lawsuit shall have been properly commenced by any creditor to enforce such judgment or order or (ii) such judgment is not, within 30 days (or, in the case of any Foreign Subsidiary Borrower, 45 days) after entry thereof, paid, bonded, discharged or stayed during appeal (or, in the case of any Foreign Subsidiary Borrower, the foreign equivalent thereof), or is not discharged within 30 days (or, in the case of any Foreign Subsidiary Borrower, 45 days) after the expiration of such stay; provided, however, that the rendering of any such judgment or order shall not be an Event of Default under this Section 6.01(f) if and for so long as (i) the amount of such judgment or order, or a portion thereof in an amount sufficient to reduce the total uninsured amount to an amount less than $150,000,000, is covered by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and (ii) such insurer, which shall be rated at least “A” by A.M. Best Company, has been notified of, and has not properly disputed the claim made for payment of, the amount of such judgment or order; or

(g) Any Person or two or more Persons acting in concert shall have, on or after the date of this Agreement, acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Parent Borrower (or other securities convertible into such Voting Stock) representing 35% or more of the combined voting power of all Voting Stock of the Parent Borrower; or (ii) during any period of up to 24 consecutive months, commencing on or

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after the date of this Agreement, individuals who at the beginning of such 24-month period were directors of the Parent Borrower (together with any new directors who (A) were properly and duly elected to the board of directors pursuant to the Parent Borrower’s bylaws by the affirmative vote of a majority of the remaining directors then in office or (B) were nominated by a majority of the remaining members of the board of directors of the Parent Borrower and thereafter elected as directors by the shareholders of the Parent Borrower) shall cease for any reason to constitute a majority of the board of directors of the Parent Borrower; or

(h) The Parent Borrower or any of its ERISA Affiliates shall incur, or, in the reasonable opinion of the Required Lenders, shall be reasonably likely to incur liability in excess of $150,000,000 in the aggregate as a result of one or more of the following: (i) the occurrence of any ERISA Event, provided that the occurrence of the ERISA Event described in PBGC Regulation Sections 4043.23, 4043.29 or 4043.32 shall constitute an Event of Default under this Section 6.01(h) only if it is reasonably expected to result in a Material Adverse Effect, (ii) the partial or complete withdrawal of the Parent Borrower or any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or termination of a Multiemployer Plan;

then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Parent Borrower, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Parent Borrower, declare the Advances, all interest thereon and all other amounts payable under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Parent Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrowers shall at such time deposit in a cash collateral account opened by the Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof, after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrowers hereunder and under the Notes. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrowers hereunder and under the Notes shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Parent Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by each Borrower.

ARTICLE VII

THE AGENT

SECTION 7.01. Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as

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are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement.

SECTION 7.02. Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assumption Agreement entered into by an Assuming Increasing Lender as provided in Section 2.20, an Assumption Agreement entered into by an Assuming Extending Lender as provided in Section 2.21 or an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for the Parent Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Borrower or to inspect the property (including the books and records) of any Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by fax, electronic transmission or telegram) believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 7.03. Agents and Affiliates. With respect to its Commitment, the Advances made by it, any Note issued to it and any Letter of Credit issued or participated in by it, each of JPMorgan, Citibank, Bank of America and the Documentation Agents (if a Lender) shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not an agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include JPMorgan, Citibank, Bank of America and the Documentation Agents in their individual capacity. JPMorgan, Citibank, Bank of America, the Documentation Agents and their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with, the Parent Borrower, any of its Subsidiaries and any Person who may do business with or own securities of the Parent Borrower or any such Subsidiary, all as if JPMorgan, Citibank, Bank of America or the Documentation Agents were not an Agent, syndication agent or documentation agent, as the case may be, and without any duty to account therefor to the Lenders.

SECTION 7.04. Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

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SECTION 7.05. Indemnification. The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrowers), ratably according to the respective principal amounts of each Lender’s Percentage, from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement (collectively, the “Indemnified Costs”), provided that no Lender shall be liable for any portion of the Indemnified Costs resulting from the Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by any Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 7.05 applies whether any such investigation, litigation or proceeding is brought by the Agent, any Lender or a third party.

SECTION 7.06. Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Parent Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

SECTION 7.07. Other Agents. Each Lender hereby acknowledges that no Syndication Agent or Documentation Agent has any liability or duties hereunder other than in its capacity as a Lender.

ARTICLE VIII

GUARANTY

SECTION 8.01. Guaranty. The Parent Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to the Lenders the prompt payment and performance when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Foreign Borrower Obligations and all expenses paid or incurred by the Agents, the Issuing Lenders and the Lenders in endeavoring to collect all or any part of the Foreign Borrower Obligations from, or in prosecuting any collection or enforcement action against, any Foreign Subsidiary Borrower or any other guarantor of all or any part of the Foreign Borrower Obligations (such costs and expenses, together with the Foreign Borrower Obligations, collectively the “Guaranteed Obligations”). All terms of this Guaranty apply to and may be enforced by

or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations.

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SECTION 8.02. Guaranty of Payment. This Guaranty is a guaranty of payment and not of collection. The Parent Borrower waives, to the extent permitted by applicable law, any right to require any Agent, any Issuing Lender or any Lender to sue any Foreign Subsidiary Borrower, any other guarantor, or any other Person obligated for all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.

SECTION 8.03. No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein, the obligations of the Parent Borrower hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Foreign Subsidiary Borrower or any other guarantor of or other Person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which the Parent Borrower may have at any time against any Obligated Party, any Agent, any Issuing Lender, any Lender, or any other Person, whether in connection herewith or in any unrelated transactions.

(b) The obligations of the Parent Borrower hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever (other than a defense of payment or performance) by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.

(c) Further, the obligations of the Parent Borrower hereunder are not discharged or impaired or otherwise affected by: (i) the failure of any Agent, any Issuing Lender or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of any Foreign Subsidiary Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other Person liable for any of the Guaranteed Obligations; (iv) any action or failure to act by any Agent, any Issuing Lender or any Lender with respect to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of the Parent Borrower or that would otherwise operate as a discharge of the Parent Borrower as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).

SECTION 8.04. Defenses Waived. To the fullest extent permitted by applicable law, the Parent Borrower hereby waives any defense based on or arising out of any defense of any Foreign Subsidiary Borrower or the unenforceability of all or any part of the Guaranteed Obligations from any cause, or the cessation from any cause of the liability of any Foreign Subsidiary Borrower, other than the indefeasible payment in full in cash of the Guaranteed Obligations. Without limiting the generality of the foregoing, the Parent Borrower irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any defense arising under any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed

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Obligations, and any requirement that at any time any action be taken by any Person against any Obligated Party or any other Person. The Agent may, at its election, foreclose on any collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of the Parent Borrower under this Guaranty except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, the Parent Borrower waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Parent Borrower against any Obligated Party or any security.

SECTION 8.05. Rights of Subrogation. The Parent Borrower will not assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Foreign Subsidiary Borrowers have fully performed all their obligations to the Agents, the Issuing Lenders and the Lenders.

SECTION 8.06. Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of any Foreign Subsidiary Borrower or otherwise, the Parent Borrower’s obligations under this Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made and whether or not the Agents, the Issuing Lenders and the Lenders are in possession of this Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Foreign Subsidiary Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Parent Borrower forthwith on demand by the Agent.

SECTION 8.07. Information. The Parent Borrower assumes all responsibility for being and keeping itself informed of the Foreign Subsidiary Borrowers’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that the Parent Borrower assumes and incurs under this Guaranty, and agrees that neither the Agents, the Issuing Lenders nor any Lender shall have any duty to advise the Parent Borrower of information known to it regarding those circumstances or risks.

SECTION 8.08. Taxes. All payments of the Guaranteed Obligations will be made by the Parent Borrower free and clear of and without deduction for any Taxes or Other Taxes; provided that if the Parent Borrower shall be required to deduct any Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) each Agent, Issuing Lender or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Parent Borrower shall make such deductions and (iii) the Parent Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law

SECTION 8.09. Liability Cumulative. The liability of the Parent Borrower under this Article VIII is in addition to and shall be cumulative with all liabilities of the Parent Borrower to the Agents, the Issuing Lenders and the Lenders under this Agreement and the Notes to which the Parent Borrower is a party.

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ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Amendments, Etc. Subject to Section 2.20(e), no amendment or waiver of any provision of this Agreement or the Revolving Credit Notes or the Swing Line Notes, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) waive any of the conditions specified in Section 3.01, (ii) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (iii) reduce the principal of, or interest on, the Revolving Credit Advances, the Swing Line Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the Revolving Credit Advances, the Swing Line Advances or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Extensions of Credit, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (vi) release the Parent Borrower from its obligations under the Guaranty, or (vii) amend this Section 9.01, (b) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or any Note, (c) no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Lender in addition to the Lenders required above to take such action, amend, modify or waive any provision of Section 2.04 or 2.05, (d) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Lender in addition to the Lenders required above to take such action, amend, modify or waive any provision of Section 2.06, (e) no amendment, waiver or consent shall, unless in writing and signed by each affected Lender in addition to the Lenders required above to take such action, require such Lender to fund any Extension of Credit in any currency other than Dollars or Euros, (f) this Section 9.01 shall not apply to changes in Commitments pursuant to Sections 2.20, 2.21, 2.25 or 2.26 or any other Section giving rise to the operation of, to the extent implicated by, such aforementioned Sections (including Sections 2.14 and 2.15) and (g) no amendment, waiver or consent shall, unless in writing and signed by each of the Agent, each Swing Line Lender and each Issuing Lender, in addition to the Lenders required above to take such action, amend, modify or waive any provision of Section 2.26.

Notwithstanding the foregoing, this Agreement may be amended (A) to add any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower upon execution and delivery by the Parent Borrower, such Foreign Subsidiary and the Agent of a Borrowing Subsidiary Agreement providing for such Subsidiary to become a Foreign Subsidiary Borrower and (B) to remove any Subsidiary as a Foreign Subsidiary Borrower upon (x) written notice by the Parent Borrower and such Subsidiary to the Agent to such effect, (y) repayment in full of all outstanding Foreign Borrower Obligations of such Foreign Subsidiary Borrower and (z) the expiration or termination (or cash collateralization in a manner satisfactory to the Agent) of all Letters of Credit issued for the account of such Foreign Subsidiary Borrower.

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that no amendment, waiver or consent, which requires the consent of all Lenders shall be effective with respect to such Defaulting Lender with respect to the matters set forth in Section 9.01(a)(ii), (iii), (iv), (vi) and (vii) without its consent.

SECTION 9.02. Notices, Etc. (a) All notices and other communications provided for hereunder shall be either (x) in writing and mailed, faxed or delivered or, subject to this Section 9.04, transmitted electronically or (y) disseminated as and to the extent set forth in Section 9.02(b) and in the proviso to this Section 9.02(a), if

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(i) to the Parent Borrower, at:

Parent Borrower:	Monsanto Company
	800 Lindbergh Boulevard, St Louis, Missouri 63167
	Attention: Treasurer
	Fax: (314) 694-6722
	Telephone: (314) 694-1000
	Email: tom.d.hartley@monsanto.com
with an information copy to the Secretary at the same address;

(ii) to any Foreign Subsidiary Borrower, at its address (or fax number or email address) specified in the relevant Borrowing Subsidiary Agreement with a copy to the Parent Borrower at its address specified above;

(iii) to any Initial Lender, at its Domestic Lending Office specified opposite its name on Schedule I hereto;

(iv) to any other Lender, at its Domestic Lending Office specified in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender; and

(v) to the Agent, at

Agent:	JPMorgan Chase Bank, N.A.
	1111 Fannin Street, 10th Floor, Houston, Texas 77002
	Attention: Nathan Lorensen
	Fax: (713)-427-6307
	Telephone: (713) 750-3536
	Email: nathan.w.lorensen@jpmorgan.com
with a copy to:
	JPMorgan Chase Bank, N.A.
	270 Park Avenue, 4th Floor, New York, New York 10017
	Attention: Gitanjali Pundir
	Fax: (212) 270-5100
	Telephone: (212) 270-5894
	Email: gitanjali.pundir@jpmorgan.com
in the case of any notice relating to Euro Advances, with a copy to:
	J.P. Morgan Europe Limited
	125 London Wall, London, EC2Y 5AJ, United Kingdom
	Attention: Sue Dalton
	Fax: 011-44-20-7777-2360
	Telephone: 011-44- 20-7777-2434
	Email: sue.r.dalton@jpmorgan.com

or, as to any Borrower or the Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Parent Borrower and the Agent, provided that materials required to be delivered pursuant to Section 5.01(f)(i), (ii) or (iv) shall be delivered to the Agent as

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specified in Section 9.02(b) or as otherwise specified to the Parent Borrower by the Agent. All such notices and communications shall be effective upon receipt. Delivery by fax or electronic transmission of an executed counterpart of any amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof.

(b) So long as JPMorgan or any of its Affiliates is the Agent, materials required to be delivered pursuant to Section 5.01(f)(i), (ii) or (iv) may be delivered to the Agent in an electronic medium in a format acceptable to the Agent and the Lenders by email at nathan.w.lorensen@jpmorgan.com, gitanjali.pundir@jpmorgan.com and sue.r.dalton@jpmorgan.com or such other email address specified by the Agent. Each Borrower agrees that the Agent may make such materials, as well as any other written information, documents, instruments and other material relating to the Parent Borrower, any of its Subsidiaries or any other materials or matters relating to this Agreement, the Notes or any of the transactions contemplated hereby, but not any notices delivered pursuant to Article II, except as agreed by the Parent Borrower and the applicable Lender, (collectively, the “Communications”) available to the Lenders by posting such notices on Intralinks or a substantially similar electronic system (the “Platform”). Each Borrower acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Agent or any of its Affiliates in connection with the Platform.

(c) Each Lender agrees that notice to it (as provided in the next sentence) (a “Notice”) specifying that any Communications have been posted to the Platform shall constitute effective delivery of such information, documents or other materials to such Lender for purposes of this Agreement; provided that, if requested by any Lender, the Agent shall deliver a copy of the Communications to such Lender by fax or other electronic communication.

(d) In addition to the delivery of Notices by posting to the Platform as set forth in Sections 9.02(b) and (c), (i) notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Agent and the applicable Lender and (ii) the Agent or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(e) Each Lender agrees (i) to notify the Agent in writing of such Lender’s email address to which a Notice may be sent by electronic transmission (including by electronic communication) on or before the date such Lender becomes a party to this Agreement (and from time to time thereafter to ensure that the Agent has on record an effective e-mail address for such Lender) and (ii) that any Notice may be sent to such e-mail address.

SECTION 9.03. No Waiver; Remedies. No failure on the part of any Lender or the Agent to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

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SECTION 9.04. Costs and Expenses. (a) The Parent Borrower agrees to pay on demand all reasonable costs and expenses of the Agent, Syndication Agents, Documentation Agents and the Lead Arrangers in connection with the preparation, execution, delivery, modification and amendment of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement. The Parent Borrower further agrees to pay on demand all reasonable costs and expenses of the Agents, the Lead Arrangers, the Issuing Lenders, the Swing Line Lenders and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Agent, each Lead Arranger, each Issuing Lenders, each Swing Line Lender and each Lender in connection with the enforcement of rights under this Section 9.04(a).

(b) The Parent Borrower agrees to indemnify and hold harmless the Agent, Syndication Agents, Documentation Agents, each Lead Arranger, each Issuing Lender, each Swing Line Lender and each Lender and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the actual or proposed use of the proceeds of the Advances or Letters of Credit by the Parent Borrower or any of its Subsidiaries or (ii) the actual or alleged presence of Hazardous Materials on any property of the Parent Borrower or any of its Subsidiaries or any Environmental Action relating in any way to the Parent Borrower or any of its Subsidiaries, except to the extent such claim, damage, loss, liability or expense resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Parent Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Parent Borrower also agrees not to assert any claim against any Agent, any Lead Arranger, any Issuing Lender, Swing Line Lender, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances.

(c) If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance or LIBO Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.11(d) or (e), 2.13 or 2.15, acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 9.07 as a result of a demand by the Parent Borrower pursuant to Section 9.07(a), the Parent Borrower shall pay (or shall cause the relevant Foreign Subsidiary Borrower to pay), upon demand by such Lender (with a copy of such demand to the Agent), to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.

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(d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in Sections 2.14, 2.17 and 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes.

(e) To the extent that the Parent Borrower fails to pay any amount required to be paid by it to the Issuing Lender or the Swing Line Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Issuing Lender or the Swing Line Lender, as the case may be, such Lender’s Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Issuing Lender or the Swing Line Lender in its capacity as such.

SECTION 9.05. Right of Set-off. Nothing herein shall derogate any Lender’s right, if any, if and to the extent payment owed to such Lender is not made when due hereunder or under any Note held by such Lender, to set off from time to time against any or all of any Borrower’s deposit (general or special, time or demand, provisional or final) accounts with such Lender any amount so due. Each Lender agrees promptly to notify the Parent Borrower after any such set off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set off and application. The rights of each Lender under this Section 9.05 are in addition to other rights and remedies which such Lender may have.

SECTION 9.06. Binding Effect. This Agreement shall become effective (other than Sections 2.01, 2.03, 2.04 and 2.06, which shall only become effective upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall have been executed by the Parent Borrower, the Foreign Subsidiary Borrowers party hereto on the Effective Date and the Agent and when the Agent shall have been notified by each Initial Lender that such Initial Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrowers, each Agent, each Lead Arranger, each Issuing Lender and each Lender and their respective successors and assigns (including any affiliate of an Issuing Lender that issues any Letter of Credit), except that no Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders (and any such assignment without such consent shall be null and void).

SECTION 9.07. Assignments and Participations. (a) Each Lender may and, if demanded by the Parent Borrower (following a demand to such Lender pursuant to Section 2.14 or Section 2.15 if no Event of Default has occurred and is continuing) upon at least 5 Business Days’ notice to such Lender and the Agent or if required pursuant to Section 2.20, 2.21, 2.25 or 2.26, will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and any Notes held by it required to be assigned pursuant to Section 2.14 or Section 2.15); provided, however, that (i) the assignee is an Eligible Assignee; (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than any Competitive Bid Advances owing to it and any Competitive Bid Notes held by it, except any such Competitive Bid Advances or Competitive Bid Notes required to be assigned pursuant to Section 2.14 or Section 2.15), (iii) except in the case of (x) an assignment to an Affiliate of such Lender or a Person that, immediately prior to such assignment, was a Lender or (y) an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, (iv) each such assignment

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made as a result of a demand by the Parent Borrower pursuant to this Section 9.07(a) shall be arranged by the Parent Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Parent Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either one or more Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (viii) if the assignee is not a United States person, it shall deliver any documentation required to be delivered by it under Section 2.17(e). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.14, 2.17 and 9.04, and its obligations under Sections 2.06(j), 7.05 and 9.04(e), to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

(b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee and makes the representation and warranty set forth in Section 4.02; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender.

(c) The Agent shall maintain at its address referred to in Section 9.02 a copy of each Assumption Agreement and each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances and L/C Obligations owing to, each Lender from time to time (the

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“Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent, the Issuing Lenders and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Note or Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Parent Borrower.

(e) Each Lender may sell participations to one or more banks or other entities (other than the Parent Borrower or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and any Note or Notes held by it); provided, however, that (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment to the Borrowers hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrowers, the Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement or any Note or the Guaranty, or any consent to any departure by any Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, in each case to the extent subject to such participation. Upon the sale of a participation pursuant to this Section 9.07(e), such Lender shall promptly provide notice to the Parent Borrower of the sale of a participation (other than a sale of a participation pursuant to Section 2.18); provided, however, that the failure by such Lender to provide such notice shall not invalidate the sale of such participation.

(f) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to any Borrower furnished to such Lender by or on behalf of any Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information relating to the Borrowers received by it from such Lender; provided further that, so long as no Default has occurred and is continuing, the Parent Borrower shall have consented in advance to the disclosure of any non-public information, such consent not to be unreasonably withheld.

(g) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advances owing to it and any Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System of the United States.

(h) Each Lender agrees that it will not assign any right, obligation or Note, or sell any participation, in any manner or under any circumstances that would require registration, qualification or filings under the securities laws of the United States of America, of any state or any country.

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SECTION 9.08. Confidentiality. Neither the Agent nor any Lender shall disclose any Confidential Information to any other Person without the consent of the Parent Borrower, other than (a) to the Agent, a Lender, a Lender’s Affiliates and each of their officers, directors, employees, agents and advisors and, to the extent contemplated by Section 9.07(f), to actual or prospective assignees and participants, and then only on a confidential basis, (b) as required by any law, rule or regulation or judicial process or similar proceeding, provided that the Agent or such Lender, as the case may be, has notified the Parent Borrower (if permitted by law and to the extent practicable and in accordance with reasonable business practice) and has otherwise taken reasonable steps to protect such information from any unnecessary disclosure, (c) as requested or required by any state, federal or foreign authority or examiner regulating banks or banking or other financial institutions, provided that, without prejudice to its right to disclose to such examiner or regulator, the Agent and the Lenders agree to use reasonable efforts to limit the amount of Confidential Information which is disclosed to the extent practicable and in accordance with reasonable business practice, (d) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (e) in connection with the exercise of any remedy hereunder.

SECTION 9.09. Governing Law. This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 9.10. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by fax or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.11. Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.02. In addition, each Foreign Subsidiary Borrower agrees that, to the extent permitted by applicable law, service of process may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Parent Borrower at its address for notices in Section 9.02. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

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SECTION 9.12. USA PATRIOT Act. Each Lender hereby notifies each Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “Patriot Act”), it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and other information that will allow such Lender to identify each Borrower in accordance with the Patriot Act. Each Borrower agrees to cooperate with each Lender and provide true, accurate and complete documentation and information to such Lender in response to any such request, to the extent such Lender shall reasonably determine that such information is required to be provided pursuant to the Patriot Act or by bank regulatory authorities under applicable “know your customer” rules and regulations.

SECTION 9.13. Waiver of Jury Trial. Each of the Borrowers, the Agent and the Lenders hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Notes or the actions of the Agent or any Lender in the negotiation, administration, performance or enforcement thereof.

SECTION 9.14. Conversion of Currencies. (a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures in the relevant jurisdiction, the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b) The obligations of the Borrowers in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may, in accordance with normal banking procedures in the relevant jurisdiction, purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, each Borrower agrees, to the fullest extent permitted by law, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss, and if the amount of the Agreement Currency so purchased exceeds the sum originally due to the Applicable Creditor in the Agreement Currency, such Applicable Creditor agrees to remit such excess to the applicable Borrower. The obligations of the Borrowers contained in this Section 9.14 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

SECTION 9.15. Markit Data.

(a) JPMorgan, whether in its individual capacity or as Agent or Lender or otherwise, may receive data from Markit Group Limited (“Markit”) with respect to the Credit Default Swap Spread and agrees in such capacity to provide, upon request, to Designated Users identified by each Lender (and, if JPMorgan is not the Agent, the Agent) such data, including any accompanying written notice or supporting information from Markit (together, the “Markit Data”), via email, log-in or other means of communication at the discretion of JPMorgan. JPMorgan shall have all of the rights, benefits and protections of the Agent provided for in Article 7 when acting in any such capacity with respect to the provision of any Markit Data.

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For the avoidance of doubt, any Designated User shall only access and use the Markit Data for the purposes as specified in this Agreement on behalf of the respective Lender or, if applicable, the Agent and shall be required by such Lender, and if applicable, the Agent, to comply with the terms of this Section 9.15. Each Lender, and if applicable, the Agent, hereby agrees, without limiting Markit’s or JPMorgan’s other rights and remedies, that it is responsible for and liable for any breach of any of the provisions of this Section 9.15 by its respective Designated Users.

(b) Each Lender acknowledges that all copyright, database rights, trade marks, patents, rights of privacy or publicity and other proprietary or intellectual property rights (including all models, software, data and any materials) comprised in all or any of the Markit Data, or their provision, and all enhancements, modifications or additional services thereto, are and will be the exclusive property of Markit. Except as provided for under this Agreement, each Lender agrees that it will not use the same (including copying, reverse engineering or, except as otherwise required by law or regulation, disclosing it to any Person, for any purpose whatsoever) and will not remove or deface any trademarks associated with the Markit Data. Each Lender acknowledges that the Markit Data was developed, compiled, prepared, revised, selected and arranged by Markit and others (including certain information sources (each a “Data Provider”)) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money, and constitute valuable intellectual property and trade secrets of Markit. Each Lender shall make reasonable efforts to comply, at Markit’s expense, with all reasonable written requests made by JPMorgan (upon Markit’s written requests to JPMorgan) to protect any contractual, statutory and common law rights in the Markit Data.

(c) Each Lender acknowledges that none of Markit, JPMorgan, their respective affiliates or any Data Provider makes any warranty, express or implied, as to the accuracy or completeness of the Markit Data or as to the results to be attained by any Lender or others from the use of the Markit Data. Each Lender hereby acknowledges that there are no express or implied warranties of title, merchantability or fitness for a particular purpose or use, and that it has not relied upon any warranty, guaranty or representation made by Markit, JPMorgan, their respective affiliates or any Data Provider.

(d) Neither Markit and its affiliates, any Data Provider or JPMorgan and its affiliates (except in the event of fraud, gross negligence or willful misconduct on part of Markit or its affiliates, such Data Provider or JPMorgan and its affiliates) shall in any way be liable to any Lender or any client of any Lender for any inaccuracies, errors or omissions, regardless of cause, in the Markit Data provided hereunder or for any damages (whether direct or indirect) resulting therefrom. Without limiting the foregoing, Markit and JPMorgan shall have no liability whatsoever to any Lender or client of a Lender, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by such Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments, or any other conclusions, or any course of action determined, by such Lender or any client of such Lender, based on the Markit Data. To the extent permitted by law, neither Markit nor JPMorgan nor their respective affiliates shall be liable for any loss of profits or revenue or any indirect or consequential losses or damages whatsoever incurred, whether or not it has been advised in advance of the possibility of any such loss, arising from the use of Markit Data.

(e) Each Lender acknowledges that it or its employees may, in the course of performing such Lender’s responsibilities under this Agreement, be exposed to or acquire information which is proprietary or confidential to Markit or to third parties to whom Markit owes a duty of confidentiality. Markit’s and such third parties’ confidential information means the Markit Data and any related materials provided by Markit through JPMorgan to each Lender and the Agent under this Agreement. Each Lender agrees to hold Markit’s and such third parties’ confidential information in confidence to the same extent and in the same manner as such Lender is required to hold Borrower’s information confidential pursuant to Section 9.08 hereof and agrees that it will follow procedures which are intended to put any transferee of such confidential information on notice that such confidential information may not be used for any

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other purposes except as contemplated herein. It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that JPMorgan shall be entitled to injunctive relief to restrain any such breach, threatened or actual. Notwithstanding anything herein to the contrary, the Lenders and the Agent are entitled to disclose and use the Markit Data in the normal course of their business as it relates to the Agreement, including but not limited to disclosing such information to ratings agencies, league table providers and prospective assignees and participants.

(f) The Borrowers acknowledge that each of JPMorgan and the other Lenders from time to time may conduct business with and may be a shareholder of Markit and that each of JPMorgan or the other Lenders may have from the time to time the right to appoint one or more directors to the board of directors of Markit.

SECTION 9.16. Integration. This Agreement (including agreements with the Agent and Issuing Lenders referenced in Sections 2.06(c) and 2.07(b)) and the Notes represent the entire agreement of the Borrowers, the Agent, the Swing Line Lenders, Issuing Lenders and the Lenders, with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Agent or any Swing Line Lender, Issuing Lender or Lender relative to the subject matter hereof not expressly set forth herein or in the Notes.

SECTION 9.17. No Fiduciary Duty. The Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of each Borrower, its stockholders and/or its affiliates. Each Borrower agrees that nothing in the Agreement or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and each Borrower, its stockholders or its affiliates, on the other. Each Borrower acknowledges and agrees that (i) the transactions contemplated by the Agreement (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and each Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Borrower, its stockholders or its Affiliates on other matters) or any other obligation to such Borrower except the obligations expressly set forth in the Agreement and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrowers, their management, stockholders, creditors or any other Person. Each Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with such transaction or the process leading thereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

MONSANTO COMPANY
By
	Name:
	Title:
JPMORGAN CHASE BANK, N.A.,
	as Agent, Issuing Lender and Swing Line Lender
By
	Name:
	Title:
CITIBANK, N.A.,
	as Issuing Lender
By
	Name:
	Title:
BANK OF AMERICA, N.A.,
	as a Issuing Lender
By
	Name:
	Title:

Credit Agreement

Initial Lenders

$180,000,000.00*	JPMORGAN CHASE BANK, N.A., as Agent and as a Lender By                                                                                                                         Name:  Title:
$180,000,000.00*	CITIBANK, N.A., As a Lender By                                                                                                                         Name:  Title:
$180,000,000.00*	BANK OF AMERICA, N.A., As a Lender By                                                                                                                          Name:  Title:
$139,000,000.00	BARCLAYS BANK PLC As a Lender By                                                                                                                         Name:  Title:
$139,000,000.00	GOLDMAN SACHS BANK USA, as a Lender By                                                                                                                        Name:  Title:
$139,000,000.00	MORGAN STANLEY BANK, N.A., as a Lender By                                                                                                                         Name:  Title:
$139,000,000.00	THE BANK OF TOKYO - MITSUBISHI UFJ, LTD., as a Lender By                                                                                                                         Name:  Title:
*       Reflects assignments effective as of May 31, 2012

$139,000,000.00	THE ROYAL BANK OF SCOTLAND PLC, as a Lender By                                                                                                                          Name:  Title:
$85,000,000.00	COÖPERATIVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND” NEW YORK BRANCH, as a Lender By                                                                                                                          Name:  Title:
$85,000,000.00	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender By                                                                                                                          Name:  Title:
$85,000,000.00	MIZUHO CORPORATE BANK (USA), as a Lender By                                                                                                                          Name:  Title:
$85,000,000.00	WELLS FARGO BANK, N.A., as a Lender By                                                                                                                          Name:  Title:
$55,000,000.00	BANCO SANTANDER, SA, NEW YORK BRANCH as a Lender By                                                                                                                          Name:  Title:

$55,000,000.00	FIFTH THIRD BANK, as a Lender By                                                                                                                          Name:  Title:
$55,000,000.00	SOCIETE GENERALE, as a Lender By                                                                                                                         Name:  Title:
$55,000,000.00	STANDARD CHARTERED BANK, as a Lender By                                                                                                                          Name:  Title:
$55,000,000.00	THE BANK OF NEW YORK MELLON, as a Lender By                                                                                                                          Name:  Title:
$55,000,000.00	THE NORTHERN TRUST COMPANY, as a Lender By                                                                                                                          Name:  Title:
$55,000,000.00	UNICREDIT BANK AG, NEW YORK BRANCH, as a Lender By                                                                                                                          Name:  Title:
$40,000,000.00*	COBANK, ACB, as a Lender By                                                                                                                          Name:  Title:
*       Reflects assignments effective as of May 31, 2012
$2,000,000,000 Total of the Commitments

SCHEDULE I –

APPLICABLE LENDING OFFICES

Name of Initial Lender	Domestic Lending Office	Eurodollar Lending Office
JPMORGAN CHASE BANK, N.A.	JPMorgan Chase Bank, N.A. 1111 Fannin Street, 10th Floor Houston, Texas 77002 Attn: Nathan Lorensen Tel: 713-750-3536 Fax: 713-427-6307 with a copy to: 270 Park Avenue, 4th Floor New York, NY 10017 Attn: Gitanjali Pundir Tel: 212-270-5894 Fax: 212-270-5100	with respect to Eurocurrency Rate Advances in Dollars: JPMorgan Chase Bank, N.A. 1111 Fannin Street, 10th Floor Houston, Texas 77002 Attn: Nathan Lorensen Tel: 713-750-3536 Fax: 713-427-6307 and with respect to Eurocurrency Rate Advances in Euros: J.P. Morgan Europe Limited 125 London Wall London EC2Y 5AJ United Kingdom Tel: 011-44- 20-7777-2434 Fax: 011-44-20-7777-2360 Attn: Sue Dalton with a copy to: JPMorgan Chase Bank, N.A. 270 Park Avenue, 4th Floor New York, NY 10017 Attn: Gitanjali Pundir Tel: 212-270-5894 Fax: 212-270-5100
BANK OF AMERICA, N.A.	Bank of America 2001 Clayton Road, CA4-702-02- 25 Concord, CA 94520 Attn: Vanessa Parrilla Tel: 925-675-7853 Fax: 888-969-2297	Bank of America 2001 Clayton Road, CA4-702-02- 25 Concord, CA 94520 Attn: Vanessa Parrilla Tel: 925-675-7853 Fax: 888-969-2297
CITIBANK, N.A.	Citibank, N.A. 1615 Brett Road New Castle, DE 19720 Attn: Jackie Caine, Securities Processing Analyst Tel: 302-894-6053 Fax: 212-994-0847	Citibank, N.A. 1615 Brett Road New Castle, DE 19720 Attn: Jackie Caine, Securities Processing Analyst Tel: 302-894-6053 Fax: 212-994-0847

BARCLAYS BANK PLC	Barclays Capital 70 Hudson Street Jersey City, NJ 07302 Attn: Vincent Cangiano Tel: 201-499-2710 Fax: 212-412-7401	Barclays Capital 70 Hudson Street Jersey City, NJ 07302 Attn: Vincent Cangiano Tel: 201-499-2710 Fax: 212-412-7401
GOLDMAN SACHS BANK USA	Goldman Sachs Bank USA 200 West Street New York, NY 10282 Attn: gs-sbd-admin-contacts@ny.email.gs.com Tel: 212-902-1099 Fax: 917-977-3966	Goldman Sachs Bank USA 200 West Street New York, NY 10282 Attn: gs-sbd-admin-contacts@ny.email.gs.com Tel: 212-902-1099 Fax: 917-977-3966
MORGAN STANLEY BANK, N.A.	Morgan Stanley Loan Servicing 1000 Lancaster Street Baltimore, MD 21202 Tel: 443-627-4355 Fax: 718-233-2140	Morgan Stanley Loan Servicing 1000 Lancaster Street Baltimore, MD 21202 Tel: 443-627-4355 Fax: 718-233-2140
THE BANK OF TOKYO- MITSUBISHI UFJ, LTD.	BTMU Operations Office for the Americas C/O The Bank of Tokyo-Mitsubishi UFJ, Ltd., NY Branch 1251 Avenue of the Americas, 12th Floor New York, NY 10020-1104 Attn: Janet Persaud, Banking Officer, Loan Operations Dept. Tel: 201-413-8948 Fax: 201-521-2304; 201-521-2305	BTMU Operations Office for the Americas C/O The Bank of Tokyo-Mitsubishi UFJ, Ltd., NY Branch 1251 Avenue of the Americas, 12th Floor New York, NY 10020-1104 Attn: Janet Persaud, Banking Officer, Loan Operations Dept. Tel: 201-413-8948 Fax: 201-521-2304; 201-521-2305
THE ROYAL BANK OF SCOTLAND PLC	The Royal Bank of Scotland PLC 600 Washington Boulevard Stamford, CT 06901 Attn: Sourabh Chourasia Tel: 203-897-4431 Fax: 203-873-5019 The Royal Bank of Scotland PLC 600 Washington Boulevard Stamford, CT 06901 Attn: Javied Basha Tel: 203-897-4431 Fax: 203-873-5019	The Royal Bank of Scotland PLC 600 Washington Boulevard Stamford, CT 06901 Attn: Sourabh Chourasia Tel: 203-897-4431 Fax: 203-873-5019 The Royal Bank of Scotland PLC 600 Washington Boulevard Stamford, CT 06901 Attn: Javied Basha Tel: 203-897-4431 Fax: 203-873-5019

COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., “RABOBANK NEDERLAND” NEW YORK BRANCH	Rabobank Nederland 10 Exchange Place, 16th Floor Jersey City, NJ 07302 Attn: Manjur Ahmed, Corporate Services Tel: 201-499-5432 Fax: 914-304-9326	Rabobank Nederland 10 Exchange Place, 16th Floor Jersey City, NJ 07302 Attn: Manjur Ahmed, Corporate Services Tel: 201-499-5432 Fax: 914-304-9326
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK	Credit Agricole Corporate and Investment Bank 1301 Avenue of the Americas New York, NY 10019 Attn: Jaikissoon Sanichar Tel: 732-590-7500 Fax: 917-849-5580	Credit Agricole Corporate and Investment Bank 1301 Avenue of the Americas New York, NY 10019 Attn: Jaikissoon Sanichar Tel: 732-590-7500 Fax: 917-849-5580
MIZUHO CORPORATE BANK (USA)	Mizuho Corporate Bank (USA) 1800 Plaza Ten Harborside Financial Ctr Jersey City, N.J. 07311 Attn: Maxine Bunbury, Credit Administrator Tel: 201-626-9139 Fax: 201-626-9941	Mizuho Corporate Bank (USA) 1800 Plaza Ten Harborside Financial Ctr Jersey City, N.J. 07311 Attn: Maxine Bunbury, Credit Administrator Tel: 201-626-9139 Fax: 201-626-9941
WELLS FARGO BANK, N.A.	Wells Fargo Bank, N.A. 230 W Monroe St. 29th Floor, Suite 2900 Chicago, IL 60606-4703 Attn: Siamak Saidi, Corporate Banking Relationship Manager Tel: 312-845-4523 Fax: 312-553-4783	Wells Fargo Bank, N.A. 230 W Monroe St. 29th Floor, Suite 2900 Chicago, IL 60606-4703 Attn: Siamak Saidi, Corporate Banking Relationship Manager Tel: 312-845-4523 Fax: 312-553-4783
BANCO SANTANDER, SA, NEW YORK BRANCH	Banco Santander, S.A., New York Branch 45 East 53rd Street New York, NY 10022 Attn: Ligia Castro Tel: 212-350-3677 Fax: 212-350-3647	Banco Santander, S.A., New York Branch 45 East 53rd Street New York, NY 10022 Attn: Ligia Castro Tel: 212-350-3677 Fax: 212-350-3647
COBANK, ACB	CoBank, ACB 5500 South Quebec St. Greenwood Village, CO 80111 Attn: Betty Marshall, Syndication Specialist Tel: 303-618-3704 Fax: 303-740-4021	CoBank, ACB 5500 South Quebec St. Greenwood Village, CO 80111 Attn: Betty Marshall, Syndication Specialist Tel: 303-618-3704 Fax: 303-740-4021

FIFTH THIRD BANK	Fifth Third Bank 5050 Kingsley Dr. Cincinnati, OH 45227 Attn: Jessica Cornish Tel: 513-358-1185 Fax: 513-358-3478	Fifth Third Bank 5050 Kingsley Dr. Cincinnati, OH 45227 Attn: Jessica Cornish Tel: 513-358-1185 Fax: 513-358-3478
SOCIETE GENERALE	Societe Generale 480 Washington Blvd Jersey City, NJ 07310 Attn: Colleen Messina, Portfolio Administrative Tel: 201-839-8457 Fax: 201-839-8116	Societe Generale 480 Washington Blvd Jersey City, NJ 07310 Attn: Colleen Messina, Portfolio Administrative Tel: 201-839-8457 Fax: 201-839-8116
STANDARD CHARTERED BANK	Standard Chartered Bank Two Gateway Center, 13th Floor Newark, NJ 07102 Attn: Victoria Faltine Tel: 201-706-5311 Fax: 201-706-6722	Standard Chartered Bank Two Gateway Center, 13th Floor Newark, NJ 07102 Attn: Victoria Faltine Tel: 201-706-5311 Fax: 201-706-6722
THE BANK OF NEW YORK MELLON	The Bank of New York Mellon 6023 Airport Road, 2nd Floor Oriskany, NY 13424 Attn: Larry Klockowski, Loan Servicing Specialist Tel: 315-765-4791 Fax: 315-765-4782	The Bank of New York Mellon 6023 Airport Road, 2nd Floor Oriskany, NY 13424 Attn: Larry Klockowski, Loan Servicing Specialist Tel: 315-765-4791 Fax: 315-765-4782
THE NORTHERN TRUST COMPANY	The Northern Trust Company 50 S. LaSalle Street Chicago, IL 60675 Attn: Sharon Jackson Tel: 312-630-1609 Fax: 312-630-1566	The Northern Trust Company 50 S. LaSalle Street Chicago, IL 60675 Attn: Sharon Jackson Tel: 312-630-1609 Fax: 312-630-1566
UNICREDIT BANK AG, NEW YORK BRANCH	UniCredit Bank, London 120 London Wall, Moor House Attn: Gary Poole, Loan Administrator London EC2Y 5ET, U.K. Tel: 44-20-7826-1235 Fax: 44-20-7826-1122	UniCredit Bank, London 120 London Wall, Moor House Attn: Gary Poole, Loan Administrator London EC2Y 5ET, U.K. Tel: 44-20-7826-1235 Fax: 44-20-7826-1122

SCHEDULE II –

MANDATORY COST FORMULA

1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

2. On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the “Mandatory Cost Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders’ Mandatory Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Advance) and will be expressed as a percentage rate per annum.

3. The Mandatory Cost Rate for any Lender lending from an Applicable Lending Office in a Participating Member State will be the percentage notified by that Lender to the Agent. This percentage will be certified by that Lender in its notice to the Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Advances made from that Applicable Lending Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Applicable Lending Office.

4. The Mandatory Cost Rate for any Lender lending from an Applicable Lending Office in the United Kingdom will be calculated by the Agent as follows:

A x 0.01

Per cent. per annum

300

Where:

A is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Agent as being the average of the most recent rates of charge supplied by each Reference Bank to the Agent pursuant to paragraph 7 below and expressed in euros per €1,000,000.

5. For the purposes of this Schedule:

(a) “Eligible Liabilities” and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b) “Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(c) “Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1. Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and

(d) “Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

6. In application of the above formula, the resulting figures shall be rounded to four decimal places.

7. If requested by the Agent or the Parent Borrower, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Agent and the Parent Borrower, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in euros per €1,000,000 of the Tariff Base of that Reference Bank.

8. Each Lender shall supply any information required by the Agent for the purpose of calculating its Mandatory Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(a) the jurisdiction of its Applicable Lending Office; and

(b) any other information that the Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Agent of any change to the information provided by it pursuant to this paragraph.

9. The rates of charge of each Reference Bank for the purpose of A above shall be determined by the Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with an Applicable Lending Office in the same jurisdiction as its Applicable Lending Office.

10. The Agent shall have no liability to any person if such determination results in a Mandatory Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

11. The Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Mandatory Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.

12. Any determination by the Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, a Mandatory Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all parties to this Agreement.

13. The Agent may from time to time, after consultation with the Borrowers and the Lenders, determine and notify to all parties to this Agreement any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties to this Agreement.

SCHEDULE 3.01(b)

DISCLOSED LITIGATION – UPDATES

None

EXHIBIT A-1 – FORM OF

REVOLVING CREDIT NOTE

PROMISSORY NOTE

U.S.$                             Dated:                             , 201    

FOR VALUE RECEIVED, the undersigned, [Monsanto Company, a Delaware corporation] [INSERT NAME OF FOREIGN SUBSIDIARY BORROWER, a                         ] (the “Borrower”), HEREBY PROMISES TO PAY to the order of                                  (the “Lender”) for the account of its Applicable Lending Office on the Termination Date (as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s Commitment in figures] or, if less, the aggregate principal amount of the Revolving Credit Advances made by the Lender to the Borrower pursuant to the Four-Year Credit Agreement, dated as of April 1, 2011, among [Monsanto Company, a Delaware corporation,] the Borrower, the [other] Foreign Subsidiary Borrowers from time to time parties thereto, the Lender and certain other lenders parties thereto, JPMorgan Chase Bank, N.A. as administrative agent (in such capacity, the “Agent”), Citibank, N.A. and Bank of America, N.A., as co-syndication agents, Barclays Bank plc, Goldman Sachs Bank USA, The Royal Bank of Scotland plc, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Morgan Stanley Senior Funding, Inc., as co-documentation agents, and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as co-lead arrangers and joint bookrunners (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), outstanding on such date.

The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Advance from the date of such Revolving Credit Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.

Both principal and interest are payable in Dollars or Euros, as applicable, to JPMorgan Chase Bank, N.A., as Agent, at the Agent’s Office, in same day funds. Each Revolving Credit Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note; provided that the failure of the Lender to do so shall not affect the obligation of the Borrower hereunder or under the Credit Agreement.

This Promissory Note is one of the Revolving Credit Notes referred to in, is entitled to the benefits of, the Credit Agreement and is subject to certain restrictions on assignment set forth in the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Revolving Credit Advances by the Lender to the Borrower and the other borrowers from time to time parties to the Credit Agreement in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Revolving Credit Advance to it being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York.

MONSANTO COMPANY
By
	Title:

ADVANCES AND PAYMENTS OF PRINCIPAL

Date Amount of Advance Amount of Principal Paid or Prepaid Unpaid Principal
Balance Notation
Made By

EXHIBIT A-2 – FORM OF

COMPETITIVE BID NOTE

PROMISSORY NOTE

U.S.$                             Dated:                         , 201    

FOR VALUE RECEIVED, the undersigned, MONSANTO COMPANY, a Delaware corporation (the “Parent Borrower”), HEREBY PROMISES TO PAY to the order of                              (the “Lender”) for the account of its Applicable Lending Office (as defined in the Four-Year Credit Agreement, dated as of April 1, 2011, among the Parent Borrower, the Foreign Subsidiary Borrowers from time to time parties thereto, the Lender and certain other lenders parties thereto, JPMorgan Chase Bank, N.A. as administrative agent (in such capacity, the “Agent”), Citibank, N.A. and Bank of America, N.A., as co-syndication agents, Barclays Bank plc, Goldman Sachs Bank USA, The Royal Bank of Scotland plc, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Morgan Stanley Senior Funding, Inc., as co-documentation agents, and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as co-lead arrangers and joint bookrunners (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined)), on                     , 201    , the principal amount of U.S.$                    .

The Parent Borrower promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full, at the interest rate and payable on the interest payment date or dates provided below:

Interest Rate:                 % per annum (calculated on the basis of a year of                  days for the actual number of days elapsed).

Both principal and interest are payable in lawful money of the United States of America to JPMorgan Chase Bank, N.A., as Agent, for the account of the Lender at the office of JPMorgan Chase Bank, N.A., at 1111 Fannin Street, 10^th Floor, Houston, Texas 77002 in same day funds.

This Promissory Note is one of the Competitive Bid Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, and certain restrictions on assignments.

The Parent Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York.

MONSANTO COMPANY
By
	Title:

EXHIBIT A-3 – FORM OF

SWING LINE NOTE

PROMISSORY NOTE

U.S.$                                                                                                                                                                     Dated:                     , 201    

FOR VALUE RECEIVED, the undersigned, Monsanto Company, a Delaware corporation (the “Parent Borrower”), HEREBY PROMISES TO PAY to the order of                      (the “Lender”) for the account of its Applicable Lending Office on the Termination Date (as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s Swing Line Commitment in figures] or, if less, the aggregate principal amount of the Swing Line Advances made by the Lender to the Parent Borrower pursuant to the Four-Year Credit Agreement, dated as of April 1, 2011, among the Parent Borrower, the Foreign Subsidiary Borrowers from time to time parties thereto, the Lender and certain other lenders parties thereto, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Agent”), Citibank, N.A. and Bank of America, N.A., as co-syndication agents, Barclays Bank plc, Goldman Sachs Bank USA, The Royal Bank of Scotland plc, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Morgan Stanley Senior Funding, Inc., as co-documentation agents, and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as co-lead arrangers and joint bookrunners (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), outstanding on such date.

The Parent Borrower promises to pay interest on the unpaid principal amount of each Swing Line Advance from the date of such Swing Line Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.

Both principal and interest are payable in lawful money of the United States of America to JPMorgan Chase Bank, N.A., as Agent, at 1111 Fannin Street, 10^th Floor, Houston, Texas 77002, in same day funds. Each Swing Line Advance owing to the Lender by the Parent Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note; provided that the failure of the Lender to do so shall not affect the obligations of the Borrower hereunder or under the Credit Agreement.

This Promissory Note is one of the Swing Line Notes referred to in, is entitled to the benefits of, the Credit Agreement and is subject to certain restrictions on assignment set forth in the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Swing Line Advances by the Lender to the Parent Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Parent Borrower resulting from each such Swing Line Advance being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

The Parent Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York.

MONSANTO COMPANY
By
	Title:

ADVANCES AND PAYMENTS OF PRINCIPAL

Date Amount of Advance Amount of Principal Paid or Prepaid Unpaid Principal
Balance Notation
Made By

EXHIBIT B-1 – FORM OF

NOTICE OF REVOLVING CREDIT BORROWING

JPMorgan Chase Bank, N.A., as Agent

for the Lenders parties

to the Credit Agreement

referred to below

1111 Fannin Street, 10^th Floor

Houston, Texas 77002

[Date]

Attention: Nathan Lorensen

Ladies and Gentlemen:

The undersigned, Monsanto Company [and [insert name of Foreign Subsidiary Borrower]]¹, refer[s] to the Four-Year Credit Agreement, dated as of April 1, 2011 (as amended or modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, certain Foreign Subsidiaries of Monsanto Company from time to time parties thereto, certain Lenders parties thereto, JPMorgan Chase Bank, N.A. as administrative agent (in such capacity, the “Agent”), Citibank, N.A. and Bank of America, N.A., as co-syndication agents, Barclays Bank plc, Goldman Sachs Bank USA, The Royal Bank of Scotland plc, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Morgan Stanley Senior Funding, Inc., as co-documentation agents, and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as co-lead arrangers and joint bookrunners, and hereby give[s] you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that [the undersigned] [insert name of Foreign Subsidiary Borrower] hereby requests a Revolving Credit Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Revolving Credit Borrowing (the “Proposed Revolving Credit Borrowing”) as required by Section 2.02(a) of the Credit Agreement:

The name of the Borrower is                 .

The Business Day of the Proposed Revolving Credit Borrowing is                 , 201    .

The Type of Advances comprising the Proposed Revolving Credit Borrowing is [Base Rate Advances] [Eurocurrency Rate Advances].

The aggregate amount of the Proposed Revolving Credit Borrowing is [$][€]                    .

The initial Interest Period for each Eurocurrency Rate Advance made as part of the Proposed Revolving Credit Borrowing is                  month[s].]

¹  This notice should be signed by Monsanto Company and, if a borrowing is being requested by a Foreign Subsidiary Borrower, such Borrower.

[Each of] The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:

(A) the representations and warranties contained in [Section 3.03 and]¹ Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f)(i) thereof) are correct, before and after giving effect to the Proposed Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and

(B) no event has occurred and is continuing, or would result from such Proposed Borrowing Revolving Credit or from the application of the proceeds therefrom, that constitutes a Default.

Very truly yours,
MONSANTO COMPANY
By
	Title:
[NAME OF [FOREIGN] SUBSIDIARY BORROWER]
By
	Title:

²  Applicable if borrowing is requested by Foreign Subsidiary Borrower.

EXHIBIT B-2 – FORM OF NOTICE OF

COMPETITIVE BID BORROWING

JPMorgan Chase Bank, N.A., as Agent

for the Lenders parties

to the Credit Agreement

referred to below

1111 Fannin Street, 10^th Floor

Houston, Texas 77002

[Date]

Attention: Nathan Lorensen

Ladies and Gentlemen:

The undersigned, Monsanto Company, refers to the Four-Year Credit Agreement, dated as of April 1, 2011 (as amended or modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, the Foreign Subsidiary Borrowers from time to time parties thereto, certain Lenders parties thereto, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Agent”), Citibank, N.A. and Bank of America, N.A., as co-syndication agents, Barclays Bank plc, Goldman Sachs Bank USA, The Royal Bank of Scotland plc, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Morgan Stanley Senior Funding, Inc., as co-documentation agents, and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as co-lead arrangers and joint bookrunners, and hereby gives you notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement that the undersigned hereby requests a Competitive Bid Borrowing under the Credit Agreement, and in that connection sets forth the terms on which such Competitive Bid Borrowing (the “Proposed Competitive Bid Borrowing”) is requested to be made:

(A)	Date of Competitive Bid Borrowing
(B)	Amount of Competitive Bid Borrowing
(C)	[Maturity Date] [Interest Period]1
(D)	Interest Rate Basis
(E)	Interest Payment Date(s)
(F)
(G)
(H)

The undersigned hereby certifies that the following statements are true and correct on the date hereof, and will be true and correct on the date of the Proposed Competitive Bid Borrowing:

(a) the representations and warranties contained in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f)(i) thereof) are true and correct, before and after giving effect to the Proposed Competitive Bid Borrowing and to the application of the proceeds therefrom, as though made on and as of such date;

¹  Use Maturity Date for Fixed Rate Advances and Interest Period for LIBO Rate Advances.

(b) no event has occurred and is continuing, or would result from the Proposed Competitive Bid Borrowing or from the application of the proceeds therefrom, that constitutes a Default;

(c) no event has occurred and no circumstance exists as a result of which the information concerning the undersigned that has been provided to the Agent and each Lender by the undersigned in connection with the Credit Agreement would include an untrue statement of a material fact or omit to state any material fact or any fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; and

(d) the aggregate amount of the Proposed Competitive Bid Borrowing and all other Borrowings to be made on the same day under the Credit Agreement is within the aggregate amount of the unused Commitments of the Lenders.

The undersigned hereby confirms that the Proposed Competitive Bid Borrowing is to be made available to it in accordance with Section 2.03(a)(v) of the Credit Agreement.

Very truly yours,
MONSANTO COMPANY
By
	Title:

EXHIBIT C: FORM OFASSIGNMENT

AND ACCEPTANCE

FORM OF

ASSIGNMENT AND ACCEPTANCE

This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into between the Assignor named below (the “Assignor”) and the Assignee named below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor identified below (including any letters of credit, guarantees, competitive bid advances and swingline advances included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

1.      Assignor:
2.      Assignee:
	[and is an Affiliate of [identify Lender]]
3.      Borrower(s):	Monsanto Company, and the Foreign Subsidiary Borrowers from time to time parties to the Credit Agreement
4.      Agent:	[JPMorgan Chase Bank, N.A.], as agent under the Credit Agreement
5.      Credit Agreement:	The Credit Agreement dated as of April 1, 2011 among Monsanto Company, the Foreign Subsidiary Borrowers from time to time parties thereto, the Lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Agent, and the other agents parties thereto

6. Assigned Interest:

For assignment of Commitments:

Aggregate Amount of Commitments for all Lenders	Amount of Commitment Assigned by Assignor	Percentage Assigned of Commitment for all Lenders4	Termination Date of Commitment Assigned as of the date hereof
$	$	%
$	$	%
$	$	%

For assignment of Competitive Bid Advances:

Date of Advance Assigned	Aggregate Amount of Competitive Bid Advances Owed to Assignor (not giving effect to assignment)	Amount of Competitive Bid Advance Assigned	Percentage Assigned of Competitive Bid Advance5	Interest Rate / Interest Rate Type	Maturity Date
	$	$	%
	$	$	%
	$	$	%

For assignment of Swing Line Advances:⁶

Date of Advance Assigned	Aggregate Amount of Swing Line Advances Owed to Assignor (not giving effect to assignment)	Amount of Swing Line Advance Assigned	Percentage Assigned of Swing Line Advance7	Section 2.04(b) Repayment Date
	$	$	%
	$	$	%
	$	$	%

Effective Date:                 , 201    ⁸ [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

⁴  Set forth, to at least 9 decimals, as a percentage of the Commitment of all Lenders.

⁵  Set forth, to at least 9 decimals, as a percentage of the Competitive Bid Advance being assigned.

⁶  Applicable to assignments by Swing Line Lenders.

⁷  Set forth, to at least 9 decimals, as a percentage of the Competitive Bid Advance being assigned.

⁸  This date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance to the Agent.

2

The Assignee agrees to deliver to the Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Parent Borrower or any Foreign Subsidiary Borrower and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

The terms set forth in this Assignment and Acceptance are hereby agreed to:

ASSIGNOR

NAME OF ASSIGNOR

By:                                                                                                

      Name:

      Title:

ASSIGNEE

NAME OF ASSIGNEE

By:                                                                                                

      Name:

      Title:

Domestic Lending Office

[Address]

Eurocurrency Lending Office

[Address]

3

[Consented to and]⁹ Accepted:

JPMORGAN CHASE BANK, N.A., as Agent

By                                                                                            

      Name:

      Title:

[Consented to:

MONSANTO COMPANY

By                                                                                            

      Name:

       Title:]¹⁰

¹¹[Consented to:

JPMORGAN CHASE BANK, N.A., as Issuing Lender

By                                                                                            

      Name:

      Title:

Consented to:

CITIBANK, N.A., as Issuing Lender

By                                                                                            

      Name:

      Title:

⁹  Consent shall not be required if Assignee is an Eligible Assignee by reason of clause (a) or clause (b) of the definition of “Eligible Assignee.”

¹⁰  Consent shall not be required if Assignee is an Eligible Assignee by reason of clause (a) or clause (b) of the definition of “Eligible Assignee” or if an Event of Default has occurred and is continuing and shall be deemed unless Parent Borrower objects in writing within ten Business Days after receiving notice of the proposed assignment.

¹¹  None of the following consents shall be required if Assignee is an Eligible Assignee by reason of clause (a) or clause (b) of the definition of “Eligible Assignee.”

Consented to:

BANK OF AMERICA, N.A., as Issuing Lender

By                                                                                            

      Name:

      Title:]

2

ANNEX 1

FOUR-YEAR CREDIT AGREEMENT DATED AS OF APRIL 1, 2011

AMONG MONSANTO COMPANY,

THE FOREIGN SUBSIDIARY BORROWERS FROM TIME TO TIME,

THE LENDERS FROM TIME TO TIME PARTY THERETO,

JPMORGAN CHASE BANK, N.A., AS AGENT

AND THE OTHER AGENTS PARTIES THERETO

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ACCEPTANCE

1. Representations and Warranties and Agreements.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby, (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, (iii) the financial condition of any Borrower, any of their Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement or (iv) the performance or observance by any Borrower, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement, (c) attaches the Revolving Credit Note and Swing Line Note, if any and if applicable, held by the Assignor, and (d) attaches the Competitive Bid Note, if any and if applicable, held by it.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender (including making the representation and warranty set forth in Section 4.02 of the Credit Agreement and being an Eligible Assignee), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender and (v) if it is a Lender that is not a United States person (as defined in the Credit Agreement), attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including Section 2.17(e) of the Credit Agreement), duly completed and executed by the Assignee and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

3

2. Payments. From and after the Effective Date, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. Notes.

(a) If a Revolving Credit Note or Swing Loan has been assigned, the Agent shall, if requested by the Assignor or Assignee, as the case may be, request that the applicable Borrower (i) exchange the Revolving Credit Note or Swing Line Note, as applicable, attached hereto for a new Revolving Credit Note or Swing Line Note, as applicable, payable to the order of the Assignor reflecting the Commitment retained by the Assignor hereunder and (ii) issue a new Revolving Credit Note or Swing Line Note, as applicable, payable to the Assignee reflecting the Commitment assigned to the Assignee hereunder.

(b) If a Competitive Bid Advance has been assigned, the Agent shall, if requested by the Assignor or Assignee, request that the Parent Borrower (i) exchange the Competitive Bid Note attached hereto for a new Competitive Bid Note payable to the order of the Assignor reflecting the Competitive Bid Advance retained by the Assignor hereunder and (ii) issue a new Competitive Bid Note payable to the Assignee reflecting the Competitive Bid Advance assigned to the Assignee hereunder.

4. General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York.

4

EXHIBIT D – FORM OF

ASSUMPTION AGREEMENT

Dated:

Monsanto Company

800 North Lindbergh Boulevard

St. Louis, Missouri 63167

Attention: Chief Financial Officer

JPMorgan Chase Bank, N.A.,

as Agent

1111 Fannin Street, 10^th Floor

Houston, Texas 77002

Attention:         Nathan Lorensen

Ladies and Gentlemen:

Reference is made to the Four-Year Credit Agreement dated as of April 1, 2011 (as amended or modified from time to time, the “Credit Agreement”) among Monsanto Company, a Delaware corporation (the “Parent Borrower”), the Foreign Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders (as defined in the Credit Agreement), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Agent”), Citibank, N.A. and Bank of America, N.A., as co-syndication agents, Barclays Bank plc, Goldman Sachs Bank USA, The Royal Bank of Scotland plc, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Morgan Stanley Senior Funding, Inc., as co-documentation agents, and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as co-lead arrangers and joint bookrunners. Terms defined in the Credit Agreement are used herein with the same meaning.

The undersigned proposes to become an Assuming [Increasing][Extending] Lender pursuant to Section [2.20][2.21] of the Credit Agreement and, in that connection, hereby agrees that it shall become a Lender for purposes of the Credit Agreement on [insert applicable Increase Date or Termination Date] and that its Commitment shall as of such date be $    (the “Assumed Commitment”).

The undersigned (the “Assuming Bank”) (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement , (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to undertake the Assumed Commitment and become a Lender (including making the representation and warranty set forth in Section 4.02 of the Credit Agreement and being an Eligible Assignee), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assumed Commitment, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assumption Agreement and to undertake the Assumed Commitment on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender and (v) if it is a Lender that is not a United States person (as defined in the Credit Agreement), attached to the Assumption Agreement is any documentation required to be delivered by it pursuant to the

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terms of the Credit Agreement (including Section 2.17(e) of the Credit Agreement), duly completed and executed by the Assuming Bank, (b) agrees that (i) it will, independently and without reliance on the Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender and (c) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto.

The effective date for this Assumption Agreement shall be [insert applicable Increase Date or Termination Date] (the “Effective Date”). Upon delivery of this Assumption Agreement to the Parent Borrower and the Agent and acceptance and recording of this Assumption Agreement by the Agent, as of the Effective Date, the Assuming Bank shall be a party to the Credit Agreement and have the rights and obligations of a Lender thereunder. As of the Effective Date, the Agent shall make all payments under the Credit Agreement in respect of the interest assumed hereby (including payments of principal, interest, fees and other amounts) to the Assuming Bank.

The Assuming Bank agrees to deliver to the Agent a completed administrative questionnaire in which the Assuming Bank designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Parent Borrower or any Foreign Subsidiary Borrower and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assuming Bank’s compliance procedures and applicable laws, including Federal and state securities laws.

This Assumption Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Assumption Agreement by fax or electronic transmission shall be effective as delivery of a manually executed counterpart of this Assumption Agreement.

This Assumption Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours,
[NAME OF ASSUMING BANK]
By
	Name:
	Title:
Domestic Lending Office
(and address for notices):
[Address]
Eurocurrency Lending Office:
[Address]:

6

Above Acknowledged and Agreed to:
MONSANTO COMPANY
By
	Name:
	Title:
[JPMORGAN CHASE BANK, N.A., as Agent and Issuing Lender1
By
	Name:
	Title:
CITIBANK, N.A., as Issuing Lender
By
	Name:
	Title:
BANK OF AMERICA, N.A., as Issuing Lender
By
	Name:
	Title:]

¹  Consent of the following parties shall not be required if Assuming Bank is a Person of the type set forth in clause (a) or clause (b) of the definition of “Eligible Assignee”.

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EXHIBIT E – FORM OF NOTICE OF

EXTENSION OF TERMINATION DATE

[Date]

JPMorgan Chase Bank, N.A.,

    as Agent

1111 Fannin Street, 10^th Floor

Houston, Texas 77002

Attention:         Nathan Lorensen

Monsanto Company

Ladies and Gentlemen:

Reference is made to the Four-Year Credit Agreement dated as of April 1, 2011 (as amended or modified from time to time, the “Credit Agreement”) among Monsanto Company, a Delaware corporation (the “Parent Borrower”), the Foreign Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders (as defined in the Credit Agreement), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Agent”), Citibank, N.A. and Bank of America, N.A., as co-syndication agents, Barclays Bank plc, Goldman Sachs Bank USA, The Royal Bank of Scotland plc, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Morgan Stanley Senior Funding, Inc., as co-documentation agents, and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as co-lead arrangers and joint bookrunners. Terms defined in the Credit Agreement are used herein with the same meaning.

Pursuant to Section 2.21 of the Credit Agreement, the Lender named below hereby notifies the Agent as follows:

[The Lender named below desires to extend the Termination Date with respect to [all] [$        ] of its Commitment for a period of one year.]

[The Lender named below desires to extend the Termination Date with respect to all of its Commitment for a period of one year and offers to increase its Commitment commencing [            ] to $            .]

[The Lender named below does NOT desire to extend the Termination Date with respect to any of its Commitment for a period of one year.]

8

This notice is subject in all respects to the terms of the Credit Agreement, is irrevocable and shall be effective only if received by the Agent no later than [            ].¹

Very truly yours,
[NAME OF LENDER]
By:
	Name:
	Title:

¹  This date shall be no later than 20 days prior to the applicable Termination Date in the case of an Extending Lender’s notice to extend its Commitment unless consented to by the Agent and Parent Borrower and no later than 10 days prior to the Termination Date in the case of an Extending Lender’s offer to increase its Commitment.

9

EXHIBIT F-1 – FORM OF BORROWING

SUBSIDIARY AGREEMENT

[FORM OF]

BORROWING SUBSIDIARY AGREEMENT

BORROWING SUBSIDIARY AGREEMENT, dated as of                     , 201     (this “Agreement”), among [NAME OF FOREIGN SUBSIDIARY BORROWER], a                      (the “Subsidiary”), MONSANTO COMPANY, a Delaware corporation (the “Parent Borrower”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Agent”) for the several banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of April 1, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Parent Borrower, the Foreign Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders, the Agent and the other agents party thereto.

The parties hereto hereby agree as follows:

1. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

2. Pursuant to Section 2.23(a) of the Credit Agreement, the Parent Borrower hereby designates the Subsidiary as a Foreign Subsidiary Borrower under the Credit Agreement.

3. The Parent Borrower and the Subsidiary, jointly and severally, represent and warrant that (i) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof to the extent such representations and warranties relate to the Subsidiary and this Agreement and (ii) the Subsidiary has delivered to Agent any documents that it would have been required to deliver to Agent pursuant to Sections 3.01(h)(iii) and (iv) if the Subsidiary was a Foreign Subsidiary Borrower on the Effective Date.

4. The Parent Borrower agrees that the guarantee of the Parent Borrower contained in the Credit Agreement will apply to the obligations of the Subsidiary as a Foreign Subsidiary Borrower.

5. Upon execution of this Agreement by the Parent Borrower, the Subsidiary and the Agent, (i) the Subsidiary shall be a party to the Credit Agreement and shall be a Foreign Subsidiary Borrower and a Borrower for all purposes thereof and (ii) the Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement.

6. In the event of any inconsistency between the terms and conditions of the Credit Agreement and the terms and conditions of this Agreement, the terms and conditions of the Credit Agreement shall control.

7. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

8. This Agreement may be executed in any number of counterparts (including by facsimile or electronic transmission), each of which shall be an original, and all of which, when taken together, shall constitute one agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their authorized officers as of the date first appearing above.

[SUBSIDIARY]
By:
	Name:
	Title:
	Address:
MONSANTO COMPANY
By:
	Name:
	Title:
JPMORGAN CHASE BANK, N.A., as Agent
By:
	Name:
	Title:

11

EXHIBIT F-2 – FORM OF BORROWING

SUBSIDIARY TERMINATION

[FORM OF]

BORROWING SUBSIDIARY TERMINATION

JPMORGAN CHASE BANK, N.A., as Agent

1111 Fannin Street, 10^th Floor

Houston, Texas 77002

Attention: Nathan Lorensen

[Date]

Ladies and Gentlemen:

Reference is hereby made to the Credit Agreement, dated as of April 1, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Monsanto Company, a Delaware corporation (the “Parent Borrower”), the Foreign Subsidiary Borrowers from time to time parties thereto, the Lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Agent and the other agents parties thereto. Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Credit Agreement.

The Parent Borrower hereby terminates the status and rights of                     (the “Terminated Subsidiary Borrower”) as a Foreign Subsidiary Borrower under the Credit Agreement. [The Parent Borrower represents and warrants that no Letters of Credit issued for the account of the Terminated Subsidiary Borrower are outstanding as of the date hereof (other than Letters of Credit that have been cash collateralized in a manner satisfactory to the Agent), that no Advances made to the Terminated Subsidiary Borrower are outstanding as of the date hereof and that all Foreign Borrower Obligations payable by the Terminated Subsidiary Borrower in respect of Reimbursement Obligations, interest and/or fees under the Credit Agreement (and, to the extent notified by the Agent or any Lender, any other amounts payable by the Terminated Subsidiary Borrower under the Credit Agreement) have been paid in full on or prior to the date hereof.] [The Parent Borrower acknowledges that the Terminated Subsidiary Borrower shall continue to be a Foreign Subsidiary Borrower under the Credit Agreement until such time as all Letters of Credit issued for the account of the Terminated Subsidiary Borrower shall have expired or terminated (or been cash collateralized in a manner satisfactory to the Agent), all Advances made to the Terminated Subsidiary Borrower shall have been prepaid and all Foreign Borrower Obligations payable by the Terminated Subsidiary Borrower in respect of Reimbursement Obligations, interest and/or fees under the Credit Agreement (and, to the extent notified by the Agent or any Lender, any other amounts payable by the Terminated Subsidiary Borrower under the Credit Agreement) shall have been paid in full, provided that the Terminated Subsidiary Borrower shall not have the right to make further borrowings as a Foreign Subsidiary Borrower under the Credit Agreement or to request further Letters of Credit.]

This Borrowing Subsidiary Termination shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. This Borrowing Subsidiary Termination may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of

12

this Borrowing Subsidiary Termination by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

13

Very truly yours,
MONSANTO COMPANY
By:
	Title:

Acknowledged and Agreed:
[TERMINATED SUBSIDIARY BORROWER]
By:
	Title:

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EXHIBIT F-3 – FOREIGN

SUBSIDIARY OPINIONS

MATTERS TO BE COVERED BY

FOREIGN SUBSIDIARY OPINIONS

1. The Foreign Subsidiary Borrower is duly organized, validly existing and in good standing under the laws of                      (the “Jurisdiction”).

2. The Foreign Subsidiary Borrower has the power and authority, and the legal right to execute and deliver the Borrowing Subsidiary Agreement, to perform its obligations under the Credit Agreement and to borrow under the Credit Agreement. The Foreign Subsidiary Borrower has taken all necessary corporate action to authorize the performance of its obligations as a “Foreign Subsidiary Borrower” under the Credit Agreement and to authorize the execution and delivery of the Borrowing Subsidiary Agreement and the performance of the Credit Agreement.

3. Except for consents, authorizations, approvals, notices and filings described on an attached schedule, all of which have been obtained, made or waived and are in full force and effect, no consent or authorization of, approval by, notice to, filing with or other act by or in respect of, any governmental authority is required in connection with the borrowings by the Foreign Subsidiary Borrower under the Credit Agreement or with the execution, delivery, performance, validity or enforceability of the Borrowing Subsidiary Agreement and of the Credit Agreement.

4. The Borrowing Subsidiary Agreement has been duly executed and delivered on behalf of the Foreign Subsidiary Borrower.

5. The execution and delivery of the Borrowing Subsidiary Agreement by the Foreign Subsidiary Borrower, the performance of its obligations thereunder and under the Credit Agreement, the consummation of the transactions contemplated thereby and by the Credit Agreement, the compliance by the Foreign Subsidiary Borrower with any of the provisions of the Credit Agreement, the borrowings under the Credit Agreement and the use of proceeds thereof, all as provided therein, (a) will not violate, or constitute a default under, any law, rule, regulation or order applicable to the Foreign Subsidiary Borrower and (b) will not result in, or require, the creation or imposition of any Lien on any of its properties or revenues pursuant to any such law, rule, regulation or order.

6. There are no taxes imposed by the Jurisdiction (a) on or by virtue of the execution, delivery or enforcement of the Borrowing Subsidiary Agreement or enforcement or performance of the Credit Agreement or (b) on any payment to be made by the Foreign Subsidiary Borrower pursuant to the Credit Agreement.

7. The Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under the Credit Agreement, and the execution and delivery of the Borrowing Subsidiary Agreement and the performance by the Foreign Subsidiary Borrower of the Credit Agreement constitute and will constitute private and commercial acts and not public or governmental acts. Neither the Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or similar immunity) under the laws of the Jurisdiction in respect of its obligations under the Credit Agreement.

15

8. Under the laws of the Jurisdiction, the (a) submission to the exclusive jurisdiction of the courts of the State of New York or the courts of the United States of America for the Southern District of New York sitting in the Borough of Manhattan and any appellate courts from any thereof and (b) waiver of any objection to the venue of a proceeding in a New York court are irrevocably binding on the Foreign Subsidiary Borrower.

9. To ensure the legality, validity, enforceability or admissibility in evidence of the Borrowing Subsidiary Agreement and the Credit Agreement, it is not necessary that the Borrowing Subsidiary Agreement, the Credit Agreement or any other document be filed, registered or recorded with, or executed or notarized before, any court of other authority of the Jurisdiction or that any registration charge or stamp or similar tax be paid on or in respect of the Borrowing Subsidiary Agreement, the Credit Agreement or any other document.

10. Each of the Borrowing Subsidiary Agreement and the Credit Agreement is in proper legal form under the laws of the Jurisdiction for the enforcement thereof against the Foreign Subsidiary Borrower under the laws of the Jurisdiction.

11. In any action or proceeding arising out of or relating to the Credit Agreement in any court in the Jurisdiction, such court would recognize and give effect to the choice of law provisions in the Credit Agreement wherein the parties thereto agree that the Credit Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

12. It is not necessary under the laws of the Jurisdiction (a) in order to enable the Agent and the Lenders or any of them to enforce their respective rights under the Credit Agreement or (b) by reason of the execution of the Credit Agreement or the Borrowing Subsidiary Agreement or the performance of the Credit Agreement that any of them should be licensed, qualified or entitled to carry on business in the Jurisdiction.

13. Neither the Agent nor any of the Lenders will be deemed to be resident, domiciled, carrying on business or subject to taxation in the Jurisdiction merely by reason of the execution of the Credit Agreement or the Borrowing Subsidiary Agreement or the performance or enforcement of any thereof. The performance by the Agent and the Lenders or any of them of any action required or permitted under the Credit Agreement will not violate any law or regulation, or be contrary to the public policy, of the Jurisdiction.

14. If any judgment of a competent court outside the Jurisdiction were rendered against the Foreign Subsidiary Borrower in connection with any action arising out of or relating to the Credit Agreement, such judgment would be recognized and could be sued upon in the courts of the Jurisdiction, and such courts would grant a judgment which would be enforceable against the Foreign Subsidiary Borrower in the Jurisdiction without any retrial unless it is shown that (a) the foreign court did not have jurisdiction in accordance with its jurisdictional rules, (b) the party against whom the judgment of such foreign court was obtained had no notice of the proceedings or (c) the judgment of such foreign court was obtained through collusion or fraud or was based upon clear mistake of fact or law.

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EX-12

Exhibit 12

MONSANTO COMPANY

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES⁽¹⁾⁽²⁾

(Dollars in millions)

	Nine Months Ended May 31,			Year Ended Aug. 31,
	2012			2011			2010			2009			2008			2007
EARNINGS:
Income from Continuing Operations Before Income Taxes	$	3,278		$	2,374		$	1,490		$	2,918		$	2,926		$	1,328
Add:
Fixed charges		181			234			227			178			162			174
Dividends from affiliated companies		—			—			—			—			—			—
Equity affiliate (income) expense — net		(4	)		(21	)		(16	)		(17	)		(2	)		34
Amortization of capitalized interest		11			15			14			13			16			15
Less:
Capitalized interest		(16	)		(22	)		(25	)		(34	)		(22	)		(14	)
Earnings available for fixed charges	$	3,450		$	2,580		$	1,690		$	3,058		$	3,080		$	1,537
FIXED CHARGES:
Interest expense(3)	$	135		$	172		$	167		$	107		$	110		$	136
Capitalized interest		16			22			25			34			22			14
Portion of rents representative of interest factor		30			40			35			37			30			24
Total Fixed Charges	$	181		$	234		$	227		$	178		$	162		$	174
Ratio of Earnings to Fixed Charges		19.06			11.03			7.44			17.18			19.01			8.83

⁽¹⁾  Monsanto has not paid any preference security dividends and, therefore, has not included the ratio of combined fixed charges and preference security dividends to earnings for the relevant periods.

⁽²⁾ The operating results of the Dairy business have been conformed to discontinued operations presentation for all relevant fiscal years presented.

⁽³⁾ Includes amortization of deferred debt issuance costs and the interest component of the income tax provision.

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Hugh Grant, certify that:

1. I have reviewed this report on Form 10-Q of Monsanto Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 29, 2012

/s/ Hugh Grant

Hugh Grant

Chairman, President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Pierre Courduroux, certify that:

1. I have reviewed this report on Form 10-Q of Monsanto Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 29, 2012

/s/ Pierre Courduroux

Pierre Courduroux

Senior Vice President and Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATIONS PURSUANT TO

EXCHANGE ACT RULE 13a-14(b) AND 18 U.S.C. SECTION 1350

In connection with the report of Monsanto Company (the “Company”) on Form 10-Q for the period ended May 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), and pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, each of the undersigned officers of the Company does hereby certify that, to the best of such officer’s knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Hugh Grant

Hugh Grant

Chairman, President and Chief Executive Officer

/s/ Pierre Courduroux

Pierre Courduroux

Senior Vice President and Chief Financial Officer

June 29, 2012

XML

FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

May 31, 2012

FINANCIAL INSTRUMENTS (Tables) [Abstract]

Derivative Instruments (Notional Amounts)

			As of May 31,		As of Aug. 31,
(Dollars in millions)			2012		2011
Derivatives Designated as Hedges:
	Foreign exchange contracts	$	358	$	359
	Commodity contracts		862		517
	Interest rate contracts		475		475
Total Derivatives Designated as Hedges		$	1,695	$	1,351
Derivatives Not Designated as Hedges:
	Foreign exchange contracts	$	1,043	$	779
	Commodity contracts		433		181
	Interest rate contracts		162		153
	Grower contracts		45		71
Total Derivatives Not Designated as Hedges		$	1,683	$	1,184

Fair Values of Derivative Instruments

			Balance Sheet Location			Fair Value
				As of May 31,			As of Aug. 31,
(Dollars in millions)					2012			2011
Asset Derivatives:
	Derivatives designated as hedges:
		Foreign exchange contracts	Miscellaneous receivables	$	9		$	1
		Foreign exchange contracts	Other assets		7			—
		Commodity contracts	Other current assets(1)		5			93
		Commodity contracts	Other assets(1)		1			16
	Total derivatives designated as hedges				22			110
	Derivatives not designated as hedges:
		Foreign exchange contracts	Miscellaneous receivables		7			2
		Commodity contracts	Trade receivables, net		6			30
		Commodity contracts	Miscellaneous receivables		8			2
		Commodity contracts	Other current assets(1)		—			3
		Grower contracts	Other current assets(1)		1			—
	Total derivatives not designated as hedges				22			37
Total Asset Derivatives				$	44		$	147
Liability Derivatives:
	Derivatives designated as hedges:
		Foreign exchange contracts	Miscellaneous short-term accruals	$	—		$	9
		Commodity contracts	Other current assets(1)		35			2
		Commodity contracts	Other assets(1)		8			—
		Commodity contracts	Miscellaneous short-term accruals		11			6
		Commodity contracts	Other liabilities		7			4
		Interest rate contracts	Miscellaneous short-term accruals		112			38
	Total derivatives designated as hedges				173			59
	Derivatives not designated as hedges:
		Foreign exchange contracts	Miscellaneous short-term accruals		30			5
		Commodity contracts	Trade receivables, net		13			1
		Commodity contracts	Miscellaneous short-term accruals		4			29
		Grower contracts	Other assets(1)		4			—
	Total derivatives not designated as hedges				51			35
Total Liability Derivatives				$	224		$	94

Gains Losses of Derivative Instruments

				Amount of Gain (Loss)
				Recognized in AOCI (1)				Amount of Gain (Loss)
				(Effective Portion)				Recognized in Income(2)(3)
			Three Months Ended May 31,					Three Months Ended May 31,			Income Statement
(Dollars in millions)			2012		2011		2012		2011		Classification
Derivatives Designated as Hedges:
	Fair value hedges:
		Commodity contracts(4)					$	(2)	$	—	Cost of goods sold
	Cash flow hedges:
		Foreign exchange contracts	$	5	$	(3)		(2)		(5)	Net sales
		Foreign exchange contracts		11		(8)		1		(1)	Cost of goods sold
		Commodity contracts		(60)		60		18		2	Cost of goods sold
		Interest rate contracts		(32)		(24)		(2)		(2)	Interest expense
Total Derivatives Designated as Hedges				(76)		25		13		(6)
Derivatives Not Designated as Hedges:
		Foreign exchange contracts(5)						(29)		(3)	Other expense, net
		Commodity contracts						3		1	Net Sales
		Commodity contracts						(7)		(1)	Cost of goods sold
Total Derivatives Not Designated as Hedges								(33)		(3)
Total Derivatives			$	(76)	$	25	$	(20)	$	(9)

				Amount of Gain (Loss)
				Recognized in AOCI (1)				Amount of Gain (Loss)
				(Effective Portion)				Recognized in Income(2)(3)
			Nine Months Ended May 31,					Nine Months Ended May 31,			Income Statement
(Dollars in millions)			2012		2011		2012		2011		Classification
Derivatives Designated as Hedges:
	Fair value hedges:
		Commodity contracts(4)					$	(9)	$	(20)	Cost of goods sold
	Cash flow hedges:
		Foreign exchange contracts	$	5	$	(16)		(5)		(8)	Net sales
		Foreign exchange contracts		18		(17)		2		7	Cost of goods sold
		Commodity contracts		(144)		181		73		(2)	Cost of goods sold
		Interest rate contracts		(73)		51		(6)		(5)	Interest expense
Total Derivatives Designated as Hedges				(194)		199		55		(28)
Derivatives Not Designated as Hedges:
		Foreign exchange contracts(5)						(41)		—	Other expense, net
		Commodity contracts						—		3	Net sales
		Commodity contracts						(16)		(2)	Cost of goods sold
Total Derivatives Not Designated as Hedges								(57)		1
Total Derivatives			$	(194)	$	199	$	(2)	$	(27)

XML

DEFERRED REVENUE (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011	Aug. 31, 2011
Deferred Revenue and Credits, Current [Abstract]
Deferred revenues	$ 370		$ 370		$ 373
Deferred Revenue Arrangement [Line Items]
Receivable Balance	376		376		475
Deferred Revenue	259		259		337
Current portion of long-term deferred revenues	370		370		373
Interest income	21	17	59	51
Pioneer Agreement [Member]
Deferred Revenue and Credits, Current [Abstract]
Deferred revenues	79		79		79
Deferred Revenue Arrangement [Line Items]
Total Receivable Under Agreement	635		635
Total Deferred Revenue	635		635
Cumulative Cash Receipts Under Agreement	725		725
Revenue Related to Agreement	20	20	60	60
Receivable Balance	310		310		393
Deferred Revenue	258		258		317
Current portion of long-term deferred revenues	79		79		79
Interest income	2	3	7	10
Syngenta Agreement [Member]
Deferred Revenue and Credits, Current [Abstract]
Deferred revenues	12		12		4
Deferred Revenue Arrangement [Line Items]
Revenue Related to Agreement	2	1	6	4
Receivable Balance	71		71		75
Deferred Revenue	57		57		62
Current portion of long-term deferred revenues	12		12		4
Interest income	1	1	2	2
Minimum Obligation Under Agreement			$ 81

XML

VARIABLE INTEREST ENTITIES (Details) (USD $) In Millions, unless otherwise specified	May 31, 2012	Aug. 31, 2011
Variable Interest Entity [Line Items]
Cash and cash equivalents	$ 91	$ 96
Trade receivables, net	77	51
Financing Programs Variable Interest Entities [Member]
Variable Interest Entity [Line Items]
Cash and cash equivalents	91	96
Trade receivables, net	77	51
Total Assets	168	147
Total Liabilities	1
Maximum Exposure to Loss	21	11
Biotechnology Variable Interest Entities [Member]
Variable Interest Entity [Line Items]
Property, plant and equipment, net	5	5
Other intangible assets, net	12	9
Other assets		15
Total Non Current Assets	17	29
Maximum Exposure to Loss		$ 15

XML

INCOME TAXES (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	May 31, 2012	May 31, 2011
Other Income Tax Benefits [Abstract]
Other Tax Benefit	$ 65	$ 21

XML

BUSINESS COMBINATIONS (Details) (USD $) In Millions, unless otherwise specified				12 Months Ended
	Aug. 31, 2012 Precision Planting [Member]	Aug. 31, 2012 Precision Planting [Member] Cash Consideration [Member]	Aug. 31, 2012 Precision Planting [Member] Performance Based Payment [Member]	Aug. 31, 2012 Beeologics [Member]	Aug. 31, 2011 Divergence [Member]	Aug. 31, 2011 Pannon Seeds [Member]
Business Acquisition [Line Items]
Cash Paid		$ 210	$ 40	$ 113	$ 71	$ 28
Acquisition Cost	1			1	1	1
Fair Value of Acquisition				113	71	32
Acquiree percentage	100.00%			100.00%	100.00%	100.00%
Total Liabilities Assumed				23		4
Business Acquisition, Purchase Price Allocation [Abstract]
Current Assets				2
Goodwill				81
Other Intangible Assets				46
Acquired in-process research and development				3
Other Assets				5
Total Assets Acquired				137
Current Liabilities				11
Other Liabilities				12
Total Liabilities Assumed				23		4
Net Assets Acquired				114
Supplemental Information:
Cash Acquired				1
Cash paid, net of cash acquired				$ 113

XML

VARIABLE INTEREST ENTITIES (Tables)

9 Months Ended

May 31, 2012

VARIABLE INTEREST ENTITIES (Tables) [Abstract]

Consolidated Variable Interest Entities Assets and Liabilities

		Financing Programs VIEs
		As of May 31,		As of Aug. 31,
(Dollars in millions)			2012		2011
	Cash and cash equivalents	$	91	$	96
	Trade receivables, net		77		51
Total Assets			168		147
Total Liabilities			1		—
Maximum Exposure to Loss		$	21	$	11

Non-Consolidated Variable Interest Entities Assets and Liabilities

			Biotechnology VIEs
		As of May 31,		As of Aug. 31,
(Dollars in millions)			2012		2011
	Property, plant, and equipment, net	$	5	$	5
	Other intangible assets, net		12		9
	Other assets		—		15
Total Non-Current Assets			17		29
Total Liabilities			—		—
Maximum Exposure to Loss		$	—	$	15

XML

FAIR VALUE MEASUREMENTS (Details) (USD $) In Millions, unless otherwise specified	May 31, 2012	Aug. 31, 2011
Fair Value Assets and Liabilities Measured On Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 1,392	$ 1,896
Short-term investments	302	302
Equity securities	36	26
Foreign currency	23	3
Corn	13	34
Soybeans	2	2
Energy and raw materials		3
Grower contracts	1
Total Assets at Fair Value	1,769	2,266
Foreign currency	30	14
Interest rates	112	38
Corn	19	32
Soybeans		1
Energy and raw materials	19	9
Grower contracts	3
Liabilities at Fair Value	183	94
Short-term debt instruments	639
Long-term debt instruments	1,904
Liabilities Not Recorded at Fair Value	2,543
Total Liabilities Recorded and Not Recorded at Fair Value	2,726
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance
Elimination due to consolidation of variable interest entities
Ending Balance
Level 1
Fair Value Assets and Liabilities Measured On Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	1,392	1,896
Short-term investments	302	302
Equity securities	36	26
Corn		88
Soybeans	5	21
Total Assets at Fair Value	1,735	2,333
Corn	40	2
Soybeans	7
Liabilities at Fair Value	47	2
Total Liabilities Recorded and Not Recorded at Fair Value	47
Level 2
Fair Value Assets and Liabilities Measured On Recurring and Nonrecurring Basis [Line Items]
Foreign currency	23	3
Corn	13	30
Soybeans	2	2
Energy and raw materials		3
Grower contracts	1
Total Assets at Fair Value	39	38
Foreign currency	30	14
Interest rates	112	38
Corn	13	30
Soybeans		1
Energy and raw materials	19	9
Grower contracts	3
Liabilities at Fair Value	177	92
Short-term debt instruments	639
Long-term debt instruments	1,904
Liabilities Not Recorded at Fair Value	2,543
Total Liabilities Recorded and Not Recorded at Fair Value	2,720
Cash Collateral Offset
Fair Value Assets and Liabilities Measured On Recurring and Nonrecurring Basis [Line Items]
Corn		(84)
Soybeans	(5)	(21)
Total Assets at Fair Value	(5)	(105)
Corn	(34)
Soybeans	(7)
Liabilities at Fair Value	(41)
Total Liabilities Recorded and Not Recorded at Fair Value	(41)
Carrying Value | Other Intangible Asset One [Member]
Fair Value Assets and Liabilities Measured On Recurring and Nonrecurring Basis [Line Items]
Other Intangible Assets, Net	12
Carrying Value | Other Intangible Asset Two [Member]
Fair Value Assets and Liabilities Measured On Recurring and Nonrecurring Basis [Line Items]
Other Intangible Assets, Net	24
Carrying Value | Other Intangible Asset Three [Member]
Fair Value Assets and Liabilities Measured On Recurring and Nonrecurring Basis [Line Items]
Other Intangible Assets, Net	25
Fair Value | Other Intangible Asset One [Member]
Fair Value Assets and Liabilities Measured On Recurring and Nonrecurring Basis [Line Items]
Other Intangible Assets, Net	6
Fair Value | Other Intangible Asset Two [Member]
Fair Value Assets and Liabilities Measured On Recurring and Nonrecurring Basis [Line Items]
Other Intangible Assets, Net	1
Fair Value | Other Intangible Asset Three [Member]
Fair Value Assets and Liabilities Measured On Recurring and Nonrecurring Basis [Line Items]
Other Intangible Assets, Net	7
Total Impairment | Other Intangible Asset One [Member]
Fair Value Assets and Liabilities Measured On Recurring and Nonrecurring Basis [Line Items]
Other Intangible Assets, Net	6
Total Impairment | Other Intangible Asset Two [Member]
Fair Value Assets and Liabilities Measured On Recurring and Nonrecurring Basis [Line Items]
Other Intangible Assets, Net	24
Total Impairment | Other Intangible Asset Three [Member]
Fair Value Assets and Liabilities Measured On Recurring and Nonrecurring Basis [Line Items]
Other Intangible Assets, Net	$ 18

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COMPREHENSIVE INCOME

9 Months Ended

May 31, 2012

Comprehensive Income (Loss) [Abstract]

COMPREHENSIVE INCOME

NOTE 18.        COMPREHENSIVE INCOME

Comprehensive income includes all nonshareowner changes in equity. It consists of net income, foreign currency translation adjustments, net unrealized gains on available-for-sale securities, postretirement benefit plan activity, and net accumulated derivative gains and losses on cash flow hedges not yet realized. Information regarding comprehensive incomeis as follows:

		Three Months Ended May 31,				Nine Months Ended May 31,
(Dollars in millions)		2012		2011		2012		2011
Comprehensive Income	$	292	$	953	$	1,213	$	2,457

The components of accumulated other comprehensive loss are as follows:

		As of May 31,		As of Aug. 31,
(Dollars in millions)		2012		2011
Accumulated Foreign Currency Translation Adjustments	$	(674)	$	270
Net Unrealized Gain on Investments, Net of Tax		5		—
Net Accumulated Derivative (Loss)/Income, Net of Tax		(93)		63
Postretirement Benefit Plan Activity, Net of Tax		(414)		(449)
Accumulated Other Comprehensive Loss	$	(1,176)	$	(116)

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RECEIVABLES (Details) (USD $) In Millions, unless otherwise specified	May 31, 2012	Aug. 31, 2011	Aug. 31, 2010
Allowance For Doubtful Accounts Current [Abstract]
Allowance For Doubtful Accounts Receivable Current	$ 59	$ 98
Allowance For Doubtful Accounts Long Term [Abstract]
Balance as of	187	213	226
Incremental Provision	2	20
Recoveries	(8)	(9)
Write offs	(6)
Other	(14)	(24)
Balance as of	187	213	226
Long Term Receivables [Abstract]
Long term customer receivables, gross	195	220
Long term contractual receivables, gross	$ 368	$ 468

XML

COMPREHENSIVE INCOME (Tables)

9 Months Ended

May 31, 2012

Comprehensive Income Tables [Abstract]

Comprehensive Income

		Three Months Ended May 31,				Nine Months Ended May 31,
(Dollars in millions)		2012		2011		2012		2011
Comprehensive Income	$	292	$	953	$	1,213	$	2,457

Components of Accumulated Other Comprehensive Loss

		As of May 31,		As of Aug. 31,
(Dollars in millions)		2012		2011
Accumulated Foreign Currency Translation Adjustments	$	(674)	$	270
Net Unrealized Gain on Investments, Net of Tax		5		—
Net Accumulated Derivative (Loss)/Income, Net of Tax		(93)		63
Postretirement Benefit Plan Activity, Net of Tax		(414)		(449)
Accumulated Other Comprehensive Loss	$	(1,176)	$	(116)

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GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

9 Months Ended

May 31, 2012

GOODWILL AND INTANGIBLE ASSETS (Tables) [Abstract]

Net Carrying Amount of Goodwill

		Seeds and		Agricultural
(Dollars in millions)		Genomics		Productivity		Total
Balance as of Aug. 31, 2011		$	3,308	$	57	$	3,365
	Acquisition activity (see Note 3)		81		—		81
	Effect of foreign currency translation adjustments		(164)		—		(164)
Balance as of May 31, 2012		$	3,225	$	57	$	3,282

Other Intangible Assets Information

				As of May 31, 2012						As of Aug. 31, 2011
				Carrying		Accumulated				Carrying		Accumulated
(Dollars in millions)				Amount		Amortization		Net		Amount		Amortization		Net
Intangible Assets with Finite Lives:
	Acquired germplasm		$	1,141	$	(696)	$	445	$	1,189	$	(692)	$	497
	Acquired intellectual property			1,016		(761)		255	`	973		(710)		263
	Trademarks			340		(118)		222		352		(110)		242
	Customer relationships			311		(163)		148		335		(146)		189
	Other			146		(83)		63		136		(63)		73
Total Other Intangible Assets, Finite Lives			$	2,954	$	(1,821)	$	1,133	$	2,985	$	(1,721)	$	1,264
	In process research &
		development, indefinite lives		48		—		48		45		—		45
Total Other Intangible Assets			$	3,002	$	(1,821)	$	1,181	$	3,030	$	(1,721)	$	1,309

Intangible Assets Future Amortization Expense

(Dollars in millions)		Amount
2012	$	144
2013		106
2014		113
2015		111
2016		114

XML

GOODWILL AND OTHER INTANGIBLE ASSETS (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011	Aug. 31, 2011
Goodwill [Line Items]
Balance			$ 3,365
Acquisition activity			81
Effect of foreign currency translation adjustments			(164)
Balance	3,282		3,282
Other Intangible Assets [Line Items]
Carrying Amount	3,002		3,002		3,030
Accumulated Amortization	(1,821)		(1,821)		(1,721)
Net	1,181		1,181		1,309
Amortization Expense	25	38	101	113
Estimated Intangible Asset Amortization Expense [Abstract]
2012			144
2013			106
2014			113
2015			111
2016			114
In Process Research And Development Indefinite Lives [Member]
Other Intangible Assets [Line Items]
Carrying Amount	48		48		45
Net	48		48		45
Acquired Germplasm [Member]
Other Intangible Assets [Line Items]
Carrying Amount	1,141		1,141		1,189
Accumulated Amortization	(696)		(696)		(692)
Net	445		445		497
Acquired Intellectual Property [Member]
Other Intangible Assets [Line Items]
Carrying Amount	1,016		1,016		973
Accumulated Amortization	(761)		(761)		(710)
Net	255		255		263
Trademarks [Member]
Other Intangible Assets [Line Items]
Carrying Amount	340		340		352
Accumulated Amortization	(118)		(118)		(110)
Net	222		222		242
Customer Relationships [Member]
Other Intangible Assets [Line Items]
Carrying Amount	311		311		335
Accumulated Amortization	(163)		(163)		(146)
Net	148		148		189
Other Intangible [Member]
Other Intangible Assets [Line Items]
Carrying Amount	146		146		136
Accumulated Amortization	(83)		(83)		(63)
Net	63		63		73
Finite Lived Intangible Assets [Member]
Other Intangible Assets [Line Items]
Carrying Amount	2,954		2,954		2,985
Accumulated Amortization	(1,821)		(1,821)		(1,721)
Net	1,133		1,133		1,264
Seeds And Genomics [Member]
Goodwill [Line Items]
Balance			3,308
Acquisition activity			81
Effect of foreign currency translation adjustments			(164)
Balance	3,225		3,225
Agricultural Productivity [Member]
Goodwill [Line Items]
Balance					57
Balance	$ 57		$ 57		$ 57

XML

DISCONTINUED OPERATIONS (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended
	May 31, 2012	May 31, 2012	May 31, 2011
Discontinued Operations:
Proceeds from divestiture of a business		$ 300
Length Of Earn Out		10
Gain on sale of asset			2
Gain related to contingent consideration		11	2
Income (loss) from operations of discontinued businesses	$ (3)	$ 8	$ 4

XML

STOCK BASED COMPENSATION PLANS (Details) (USD $)	9 Months Ended	12 Months Ended	9 Months Ended				3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended
	May 31, 2012	Aug. 31, 2011	May 31, 2012 Restricted Stock Units [Member]	May 31, 2012 Directors Deferred Stock [Member]	May 31, 2012 Stock Options [Member]	May 31, 2012 Directors restricted stock [Member]	May 31, 2012 Cost of Goods Sold [Member]	May 31, 2011 Cost of Goods Sold [Member]	May 31, 2012 Cost of Goods Sold [Member]	May 31, 2011 Cost of Goods Sold [Member]	May 31, 2012 Selling General And Administrative Expenses [Member]	May 31, 2011 Selling General And Administrative Expenses [Member]	May 31, 2012 Selling General And Administrative Expenses [Member]	May 31, 2011 Selling General And Administrative Expenses [Member]	May 31, 2012 Research and Development Expenses [Member]	May 31, 2011 Research and Development Expenses [Member]	May 31, 2012 Research and Development Expenses [Member]	May 31, 2011 Research and Development Expenses [Member]	May 31, 2012 Pre-Tax Stock-Based Compensation Expense [Member]	May 31, 2011 Pre-Tax Stock-Based Compensation Expense [Member]	May 31, 2012 Pre-Tax Stock-Based Compensation Expense [Member]	May 31, 2011 Pre-Tax Stock-Based Compensation Expense [Member]	May 31, 2012 Income Tax Benefit [Member]	May 31, 2011 Income Tax Benefit [Member]	May 31, 2012 Income Tax Benefit [Member]	May 31, 2011 Income Tax Benefit [Member]	May 31, 2012 Net Stock Based Compensation [Member]	May 31, 2011 Net Stock Based Compensation [Member]	May 31, 2012 Net Stock Based Compensation [Member]	May 31, 2011 Net Stock Based Compensation [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Allocated Stock Based Compensation Expense							$ 3,000,000	$ 5,000,000	$ 15,000,000	$ 14,000,000	$ 20,000,000	$ 16,000,000	$ 63,000,000	$ 49,000,000	$ 7,000,000	$ 7,000,000	$ 23,000,000	$ 20,000,000	$ 30,000,000	$ 28,000,000	$ 101,000,000	$ 83,000,000	$ (10,000,000)	$ (10,000,000)	$ (34,000,000)	$ (29,000,000)	$ 20,000,000	$ 18,000,000	$ 67,000,000	$ 54,000,000
Compensation cost capitalized	7,000,000	7,000,000
Stock Based compensation other than options [Roll Forward]
Granted options			558,685	21,472	2,292,040	4,418
Weighted Average Grant Date Fair Value			$ 74.65	$ 68.93	$ 21.89	$ 68.93
Share Based Compensation Expense Unrecognized			$ 55,300,000	$ 400,000	$ 65,700,000	$ 300,000
Weighted average remaining vesting period			2.1	0.3	1.8	1.5

XML

CUSTOMER FINANCING PROGRAMS (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	May 31, 2012	May 31, 2011	Aug. 31, 2011
Customer Financing Programs [Line Items]
Bad Debt Allowance	$ 59		$ 98
Brazil SPE [Member]
Customer Financing Programs [Line Items]
Maximum Amount Of Potential Sales Of Receivables	495
SPE Third Party Senior Interest	88.00%
SPE Subordinate Interest	12.00%
SPE Recourse Provision	12.00%
US Program [Member]
Customer Financing Programs [Line Items]
Maximum Amount Of Potential Sales Of Receivables	500
Proceeds From Sale Of Receivables	325	3
Loan balance outstanding	111		3
Guarantee liability	1
Maximum recourse	7
Deliquent loans	2		3
Bank Financing [Member]
Customer Financing Programs [Line Items]
Proceeds From Sale Of Receivables	5	5
Loan balance outstanding	4		55
Brazil Programs [Member]
Customer Financing Programs [Line Items]
Maximum Amount Of Potential Sales Of Receivables	270
Loan balance outstanding	34		49
Guarantee liability			1
Deliquent loans			1
US, Europe And Latin America [Member]
Customer Financing Programs [Line Items]
Loan balance outstanding	34		33
Guarantee liability	2		2
Deliquent loans	$ 1

XML

NEW ACCOUNTING STANDARDS

9 Months Ended

May 31, 2012

NEW ACCOUNTING STANDARDS [Abstract]

NEW ACCOUNTING STANDARDS

NOTE 2.       NEW ACCOUNTING STANDARDS

In December 2011, the FASB issued a new accounting standard update which requires entities to disclose both gross and net information about both financial instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting agreement. The objective of the disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. Generally Accepted Accounting Principles and those entities that prepare their financial statements on the basis of International Financial Reporting Standards. This standard is effective for fiscal years, and interim periods within those years, beginning on or after Jan. 1, 2013. Retrospective presentation for all comparative periods presented is required. Accordingly, Monsanto will adopt this amendment in the first quarter of fiscal year 2014.The company is currently evaluating the impact of adoption on the consolidated financial statements.

In June 2011, the FASB issued an amendment to the Comprehensive Income topic of the ASC. This amendment eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareowners' equity. The amendment is effective for fiscal years beginning after Dec. 15, 2011, and interim periods within that year. Accordingly, Monsanto will adopt this amendment in first quarter fiscal year 2013. The company is currently evaluating the impact of adoption on the consolidated financial statements.

In May 2011, the FASB issued a new accounting standard update, which amends the fair value measurement guidance and includes some enhanced disclosure requirements. The most significant change in disclosures is an expansion of the information required for Level 3 measurements based on unobservable inputs. The amendment is effective for interim and annual periods beginning after Dec. 15, 2011. Accordingly, Monsanto adopted this standard in the third quarter of fiscal year 2012.

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COMPREHENSIVE INCOME (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended		12 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011	Aug. 31, 2011
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) [Abstract]
Accumulated Foreign Currency Translation Adjustments	$ (674)		$ (674)		$ 270
Net Unrealized Gain on Investments, Net of Tax	5		5
Net Accumulated Derivative Loss, Net of Tax	(93)		(93)		63
Postretirement Benefit Plan Activity, Net of Tax	(414)		(414)		(449)
Accumulated other comprehensive loss	(1,176)		(1,176)		(116)
Comprehensive Income [Abstract]
Comprehensive income	$ 292	$ 953	$ 1,213	$ 2,457	$ 2,444

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EARNINGS PER SHARE (Tables)

9 Months Ended

May 31, 2012

EARNINGS PER SHARE (Tables) [Abstract]

Basic Earnings Per Share Table

	Three Months Ended May 31,		Nine Months Ended May 31,
	2012	2011	2012	2011
Weighted-Average Number of Common Shares	532.9	535.5	534.2	536.9
Dilutive Potential Common Shares	5.9	5.7	6.0	6.0
Antidilutive Potential Common Shares	6.7	11.4	6.9	11.4
Shares Excluded From Computation of Dilutive Potential Shares with Exercise Prices greater than the Average Market Price of Common Shares for the Period	4.5	7.6	6.7	7.6

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SEGMENT INFORMATION

9 Months Ended

May 31, 2012

SEGMENT INFORMATION [Abstract]

SEGMENT INFORMATION

NOTE 22.        SEGMENT INFORMATION

Monsanto conducts its worldwide operations through global businesses, which are aggregated into reportable segments based on similarity of products, production processes, customers, distribution methods and economic characteristics. The operating segments are aggregated into two reportable segments: Seeds and Genomics and Agricultural Productivity. The Seeds and Genomics segment consists of the global seeds and related traits businesses and biotechnology platforms. Within the Seeds and Genomics segment, Monsanto's significant operating segments are corn seed and traits, soybean seed and traits, cotton seed and traits, vegetable seeds and all other crops seeds and traits.In February 2011, the company reorganized the operating segments within our Agricultural Productivity reportable segment as a result of a change in the way the Chief Executive Officer, who is the chief operating decision maker, evaluates the performance of operations, develops strategy and allocates capital resources. The "ROUNDUPand other glyphosate-based herbicides" operating segment and the “all other agricultural products” operating segments within Agricultural Productivity were combined into one operating segment titled "Agricultural Productivity"representing our weed management platform and supporting our Seeds and Genomics business. The change in operating segments had no impact on the company's reportable segments. The historical segment disclosures have been recast. EBIT is defined as earnings (loss) before interest and taxes and is an operating performance measure for the two reportable segments. EBIT is useful to management in demonstrating the operational profitability of the segments by excluding interest and taxes, which are generally accounted for across the entire company on a consolidated basis. Sales between segments were not significant. Certain SG&A expenses are allocated between segments based on activity. Based on the Agricultural Productivity segment's relative contribution to total Monsanto operations, the allocation percentages were changed at the beginning of fiscal year 2011 and remain consistent for fiscal year 2012.

Data for the Seeds and Genomics and Agricultural Productivity reportable segments, as well as for Monsanto's significant operating segments, is presented in the table that follows:

			Three Months Ended May 31,				Nine Months Ended May 31,
(Dollars in millions)			2012		2011		2012		2011
Net Sales(1)
		Corn seed and traits	$	1,515	$	1,123	$	5,226	$	4,134
		Soybean seed and traits		698		605		1,629		1,446
		Cotton seed and traits		490		487		750		666
		Vegetable seeds		195		216		567		628
		All other crops seeds and traits		230		216		414		357
	Total seeds and genomics		$	3,128	$	2,647	$	8,586	$	7,231
		Agricultural productivity		1,091		961		2,820		2,344
	Total agricultural productivity		$	1,091	$	961	$	2,820	$	2,344
Total			$	4,219	$	3,608	$	11,406	$	9,575
Gross Profit
		Corn seed and traits	$	927	$	679	$	3,305	$	2,524
		Soybean seed and traits		463		386		1,079		953
		Cotton seed and traits		385		386		567		502
		Vegetable seeds		94		123		260		361
		All other crops seeds and traits		152		132		217		176
	Total seeds and genomics		$	2,021	$	1,706	$	5,428	$	4,516
		Agricultural productivity		342		267		736		591
	Total agricultural productivity		$	342	$	267	$	736	$	591
Total			$	2,363	$	1,973	$	6,164	$	5,107
EBIT(2)(3)(4)
	Seeds and genomics		$	1,111	$	880	$	2,957	$	2,263
	Agricultural productivity			190		95		354		222
Total			$	1,301	$	975	$	3,311	$	2,485
Depreciationand Amortization Expense
	Seeds and genomics		$	127	$	124	$	382	$	371
	Agricultural productivity			28		22		84		86
Total			$	155	$	146	$	466	$	457

1)       Represents net sales from continuing operations.

(2)       EBIT is defined as earnings (loss) before interest and taxes; see the following table for reconciliation. Earnings (loss) is intended to mean net income (loss) as presented in the Statements of Consolidated Operations under generally accepted accounting principles. EBIT is an operating performance measure for the two reportable segments.

(3)       Agricultural Productivity EBIT includes a loss from operations of discontinued businessesof $3 millionfor the three months ended May 31, 2012, and income from operations of discontinued businesses of $8 million and $4 million for the nine months ended May 31, 2012, and May 31, 2011, respectively.

(4)       EBIT includes restructuring charges for thethree months and nine months ended May 31, 2011. See Note 6— Restructuring — for additional information.

A reconciliation of EBIT to net income for each period follows:
	Three Months Ended May 31,				Nine Months Ended May 31,
(Dollars in millions)	2012		2011		2012		2011
EBIT(1)	$	1,301	$	975	$	3,311	$	2,485
Interest Expense — Net		18		18		80		66
Income Tax Provision (2)		346		265		957		700
Net Income Attributable to Monsanto Company	$	937	$	692	$	2,274	$	1,719

(1)        Includes the income(loss) from operations of discontinued businesses and pre-tax noncontrolling interest.

(2)        Includes the income tax provisionfrom continuing operations, the income taxbenefit on noncontrolling interest and the income tax provision (benefit) on discontinued operations.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

May 31, 2012

COMMITMENTS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 21.        COMMITMENTS AND CONTINGENCIES

Environmental and Litigation Liabilities:Monsanto is involved in environmental remediation and legal proceedings to which we are party in our own name and proceedings to which our former parent Pharmacia Corporation or its former subsidiary Solutia Inc. is a party but that we manage and for which we are responsible. In addition, Monsanto has liabilities established for various product claims. With respect to certain of these proceedings, Monsanto has a liability recorded of $270million and $265 million as of May 31, 2012, and Aug. 31, 2011, respectively, for the estimated contingent liabilities. Information regarding the environmental liabilities appears in Monsanto's Report on Form 10-K/A for the fiscal year ended Aug. 31, 2011.

Litigation: The above liability includes amounts related to certain third-party litigation with respect to Monsanto's business, as well as tort litigation related to Pharmacia's former chemical business, including lawsuits involving polychlorinated biphenyls (PCBs), dioxins, and other chemical and premises liability litigation. Additional matters that are not reflected in the liability may arise in the future, and Monsanto may manage, settle, or pay judgments or damages with respect thereto in order to mitigate contesting potential liability. Following is a description of one of the more significant litigation matters for which we have accrued our best estimate as part of the above liability.

• As described in our Report on Form 10-K/A for the fiscal year ended Aug. 31, 2011, and our Report on Form 10-Q for the quarterly periods ended Nov. 30, 2011, and Feb. 29, 2012, on Dec. 17, 2004, 15 plaintiffs filed a purported class action lawsuit, styled Virdie Allen, et al. v. Monsanto, et al., in the Putnam County, West Virginia, state court against Monsanto, Pharmacia and seven other defendants. Monsanto is named as the successor in interest to the liabilities of Pharmacia. The alleged class consists of all current and former residents, workers, and students who, between 1949 and the present, were allegedly exposed to dioxins/furans contamination in counties surrounding Nitro, West Virginia. The complaint alleges that the source of the contamination is a chemical plant in Nitro, formerly owned and operated by Pharmacia and later by Flexsys, a joint venture between Solutia and Akzo Nobel Chemicals, Inc. (Akzo Nobel). Akzo Nobel and Flexsys were named defendants in the case but Solutia was not, due to its then pending bankruptcy proceeding. The suit seeks damages for property cleanup costs, loss of real estate value, funds to test property for contamination levels, funds to test for human exposure, and future medical monitoring costs. The complaint also seeks an injunction against further contamination and punitive damages. Monsanto has agreed to indemnify and defend Akzo Nobel and the Flexsys defendant group, but on May 27, 2011, the judge dismissed both Akzo Nobel and Flexsys from the case. The class action certification hearing was held on Oct. 29, 2007. On Jan. 8, 2008, the trial court issued an order certifying the Allen (now Zina G. Bibb et al. v. Monsanto et al., because Bibb replaced Allen as class representative) case as a class action for property damage and for medical monitoring. On Nov. 2, 2011, the court, in response to defense motions, entered an order decertifying the property class. After the trial for the Bibb medical monitoring class action began on Jan. 3, 2012, the parties reached a settlement in principle as to both the medical monitoring and the property class claims. The proposed settlement provides for a 30 year medical monitoring program consisting of a primary fund of up to $21 million and an additional fund of up to $63 million over the life of the program, and a three year property remediation plan with funding up to $9 million. On Feb. 24, 2012, the court preliminarily approved the parties' proposed settlement. A fairness hearing was held on June 18, 2012, with further written submission due in July 2012, after which the judge will issue a ruling regarding final approval of the class settlement.

In October 2007 and November 2009, a total of approximately 200 separate, single plaintiff civil actions were filed in Putnam County, West Virginia, against Monsanto, Pharmacia, Akzo Nobel (and several of its affiliates), Flexsys America Co. (and several of its affiliates), Solutia, and Apogee Coal Company, LLC. These cases allege personal injury occasioned by exposure to dioxin generated by the Nitro Plant during production of 2,4,5 T (1949-1969) and thereafter. Monsanto has agreed to accept the tenders of defense in the matters by Pharmacia, Solutia, Akzo Nobel, Flexsys America, and Apogee Coal under a reservation of rights.During the discovery phase of these several claims, the parties reached an agreement in principle to resolve all pending personal injury claims which is reflected in the above liability.

Including litigation reflected in the liability, Monsanto is involved in various legal proceedings that arise in the ordinary course of its business or pursuant to Monsanto's indemnification obligations to Pharmacia, as well as proceedings that management has considered to be material under SEC regulations. Some of the lawsuits seek damages in very large amounts, or seek to restrict the company's business activities. Monsanto believes that it has meritorious legal arguments and will continue to represent its interests vigorously in all of the proceedings that it is defending or prosecuting.Although the ultimate liabilities resulting from such proceedings, or the proceedings reflected in the above liability, may be significant to profitability in the period recognized, management does not anticipate they will have a material adverse effect on Monsanto's consolidated results of operations, financial position, cash flows or liquidity.

Recently, a court ruling in Brazil challenged the collectability of certain royalties for Roundup Ready soybeans through the point-of-delivery system. Subsequently, an appeals court in Brazil issued a preliminary injunction resulting in a suspension of the lower court ruling, and maintaining such royalty collections while the full case continues on appeal.  We believe we have meritorious legal arguments and will continue to represent our interests vigorously in this proceeding. The current estimate of our reasonably possible loss contingency in this case is not material to consolidated results of operations, financial position, cash flows or liquidity.

Guarantees: Disclosures regarding the guarantees Monsanto provides for certain customer loans in the United States, Brazil, and Europe can be found in Note 4 — Customer Financing Programs — of this Form 10-Q. Except as described in that note, there have been no significant changes to guarantees made by Monsanto since Aug. 31, 2011. Disclosures regarding these guarantees made by Monsanto can be found in Note 26 — Commitments and Contingencies — of the notes to the consolidated financial statements contained in Monsanto's Report on Form 10-K/A for the fiscal year ended Aug. 31, 2011.

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DEBT AND OTHER CREDIT ARRANGEMENTS (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	May 31, 2012	Aug. 31, 2011
DEBT (Details) [Abstract]
Short-Term Debt Fair Value	$ 639	$ 710
Long-Term Debt Fair Value	1,904	1,797
March 2009 Interest Rate Swap [Member]
Schedule Of Trading Securities And Other Trading Assets [Line Items]
Notional Amount	250
Unrealized Holding Loss	28	14
August 2010 Interest Rate Swap [Member]
Schedule Of Trading Securities And Other Trading Assets [Line Items]
Notional Amount	225
Unrealized Holding Loss	41	10
Senior Notes Due 2012 [Member]
Debt Instrument [Line Items]
Interest Rate	7.375%
Maturity Date	Aug. 15, 2012
Face Amount	485
Senior Notes Due 2016 [Member]
Debt Instrument [Line Items]
Interest Rate	2.75%
Maturity Date	Apr. 15, 2016
Face Amount	300
Credit Facility Agreement [Member]
Debt Instrument [Line Items]
Face Amount	$ 2,000

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SUPPLEMENTAL CASH FLOW (Tables)

9 Months Ended

May 31, 2012

SUPPLEMENTAL CASH FLOW INFORMATION (Tables) [Abstract]

Cash Payments for Interest and Taxes

		Nine Months Ended May 31,
(Dollars in millions)	2012		2011
Interest	$	112	$	106
Taxes		513		272

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DISCONTINUED OPERATIONS

9 Months Ended

May 31, 2012

DISCONTINUED OPERATIONS [Abstract]

DISCONTINUED OPERATIONS

NOTE 23.        DISCONTINUED OPERATIONS

Dairy Business Divestiture: During fourth quarter 2008, the company determined that the Dairy business was no longer consistent with its strategic business objectives, and thus entered into an agreement to sell the majority of the Dairy business assets (excluding cash, trade receivables and certain property) to Eli Lilly and Company for $300 million, plus additional contingent consideration. The contingent consideration is a 10 year earn-out with potential annual payments being earned by Monsanto if certain revenue levels are exceeded. During thenine months ended May 31, 2012, and May 31, 2011, income from operations of discontinued business included an $11 million and $2 million pre-tax gain related to the contingency, respectively. During the ninemonths ended May 31, 2011, income from operations of discontinued business included a $2 million pre-tax gain related to the sale of assets.During the three months ended May 31, 2012, income from operations of discontinued business included a$3 million pre-tax loss related to legal fees from an arbitration ruling of a legacy matter. The Dairy business was previously reported as a part of the Agricultural Productivity segment.

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SUBSEQUENT EVENTS

9 Months Ended

May 31, 2012

Subsequent Events [Abstract]

Schedule of Subsequent Events [Table Text Block]

NOTE 24.        SUBSEQUENT EVENTS

On June 6, 2012, the board of directors declared a quarterly dividend on its common shares of 30 cents per share. The dividend is payable on July 27, 2012, to shareholders of record on July 6, 2012.

The company had no significant subsequent events other than those described above and in Note 3 — Business Combinations.

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BACKGROUND AND BASIS OF PRESENTATION

9 Months Ended

May 31, 2012

BACKGROUND AND BASIS OF PRESENTATION [Abstract]

BACKGROUND AND BASIS OF PRESENTATION

NOTE 1.       BACKGROUND AND BASIS OF PRESENTATION

Monsanto Company (the “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 ROUNDUPand HARNESS brand herbicides and other herbicides. See Note 22 — 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 23 — 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/A for the fiscal year ended Aug. 31, 2011. Financial information for the first nine months of fiscal year 2012 should not be annualized because of the seasonality of the company's business.

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BUSINESS COMBINATIONS (Tables)

9 Months Ended

May 31, 2012

BUSINESS COMBINATIONS (Tables) [Abstract]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

(Dollars in millions)			Beeologics Acquisition
Current Assets		$	2
Goodwill			81
Other Intangible Assets			46
Acquired In-process Research and Development			3
Other Assets			5
Total Assets Acquired			137
Current Liabilities			11
Other Liabilities			12
Total Liabilities Assumed			23
Net Assets Acquired		$	114
Supplemental Information:
	Net assets acquired	$	114
	Cash acquired		1
	Cash paid, net of cash acquired	$	113

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POSTRETIREMENT BENEFITS - PENSIONS, HEALTH CARE AND OTHER (Tables)

9 Months Ended

May 31, 2012

POSTRETIREMENT BENEFITS PENSIONS (Tables) [Abstract]

Components of Net Periodic Benefit Cost

		Three Months Ended May 31, 2012						Three Months Ended May 31, 2011
Pension Benefits				Outside the						Outside the
(Dollars in millions)		U.S.		U.S.		Total		U.S.		U.S.		Total
Service Cost for Benefits Earned During the Period	$	12	$	2	$	14	$	15	$	2	$	17
Interest Cost on Benefit Obligation		18		3		21		21		3		24
Assumed Return on Plan Assets		(26)		(3)		(29)		(27)		(4)		(31)
Amortization of Unrecognized Net Loss		13		1		14		18		1		19
Curtailment and Settlement Charge		—		2		2		—		1		1
Total Net Periodic Benefit Cost	$	17	$	5	$	22	$	27	$	3	$	30
		Nine Months Ended May 31, 2012						Nine Months Ended May 31, 2011
Pension Benefits				Outside the						Outside the
(Dollars in millions)		U.S.		U.S.		Total		U.S.		U.S.		Total
Service Cost for Benefits Earned During the Period	$	46	$	6	$	52	$	45	$	6	$	51
Interest Cost on Benefit Obligation		70		9		79		64		9		73
Assumed Return on Plan Assets		(101)		(9)		(110)		(82)		(12)		(94)
Amortization of Unrecognized Net Loss		50		3		53		54		4		58
Curtailment and Settlement Charge		—		6		6		—		3		3
Total Net Periodic Benefit Cost	$	65	$	15	$	80	$	81	$	10	$	91

Net Periodic Cost Postretirement

Health Care and Other Postretirement Benefits		Three Months Ended May 31,				Nine Months Ended May 31,
(Dollars in millions)		2012		2011		2012		2011
Service Cost for Benefits Earned During the Period	$	2	$	3	$	7	$	8
Interest Cost on Benefit Obligation		2		2		7		7
Amortization of Unrecognized Net Gain		(1)		—		(5)		(1)
Total Net Periodic Benefit Cost	$	3	$	5	$	9	$	14

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INVESTMENTS AND EQUITY AFFILIATES (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended		12 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011	Aug. 31, 2011	Aug. 31, 2012
INVESTMENTS AND EQUITY AFFILIATES (Details) [Abstract]
Short-term investments	$ 302		$ 302		$ 302
Schedule Of Available For Sale Securities [Line Items]
Net Unrealized Gain on Investments, Net of Tax	5		5
Other Investments and Securities, at Cost	69		69		74
Seed Supplier [Member]
Schedule Of Equity Method Investments [Line Items]
Equity Method Investment Ownership Percentage						19.00%
Carrying Value	68		68		67
Purchased Inventory	47	57	177	197
Sold Inventory	10		10
Amount Payable					2
Purchased Inventory for Future Delivery					9
Long Term Equity Securities [Member]
Schedule Of Available For Sale Securities [Line Items]
Fair Value	36		36		26
Net Unrealized Gain on Investments, Net of Tax	5		5		1
Equity Method Investment, Other than Temporary Impairment	$ 7		$ 7

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Statements of Consolidated Operations (Unaudited) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011
Statements of Consolidated Operations (Unaudited)
Net Sales	$ 4,219	$ 3,608	$ 11,406	$ 9,575
Costs of Goods Sold	1,856	1,635	5,242	4,468
Gross Profit	2,363	1,973	6,164	5,107
Operating Expenses:
Selling, general and administrative expenses	638	591	1,681	1,543
Research and development expenses	375	360	1,079	983
Restructuring charges, net		1		9
Total Operating Expenses	1,013	952	2,760	2,535
Income from Operations	1,350	1,021	3,404	2,572
Interest expense	39	35	139	117
Interest income	(21)	(17)	(59)	(51)
Other expense (income), net	3	15	46	38
Income from Continuing Operations Before Income Taxes	1,329	988	3,278	2,468
Income tax provision	361	276	971	714
Income from Continuing Operations Including Portion Attributable to Noncontrolling Interest	968	712	2,307	1,754
Discontinued Operations:
Income (loss) from operations of discontinued businesses	(3)		8	4
Income tax provision (benefit)	(1)		3	1
Income (Loss) on Discontinued Operations	(2)		5	3
Net Income	966	712	2,312	1,757
Less: Net income attributable to noncontrolling interest	29	20	38	38
Net Income Attributable to Monsanto Company	937	692	2,274	1,719
Amounts Attributable to Monsanto Company:
Income from continuing operations	939	692	2,269	1,716
Income on discontinued operations	(2)		5	3
Net Income Attributable to Monsanto Company	$ 937	$ 692	$ 2,274	$ 1,719
Basic Earnings per Share Attributable to Monsanto Company:
Income from continuing operations	$ 1.76	$ 1.29	$ 4.25	$ 3.20
Income on discontinued operations			$ 0.01
Net Income Attributable to Monsanto Company	$ 1.76	$ 1.29	$ 4.26	$ 3.20
Diluted Earnings per Share Attributable to Monsanto Company:
Income from continuing operations	$ 1.74	$ 1.28	$ 4.20	$ 3.16
Income on discontinued operations			$ 0.01	$ 0.01
Net Income Attributable to Monsanto Company	$ 1.74	$ 1.28	$ 4.21	$ 3.17
Weighted Average Shares Outstanding Basic	532.9	535.5	534.2	536.9
Weighted Average Shares Outstanding Diluted	538.8	541.2	540.2	542.9
Dividends Declared per Share			$ 0.60	$ 0.56

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SEGMENT INFORMATION (Tables)

9 Months Ended

May 31, 2012

SEGMENT INFORMATION (Tables) [Abstract]

Operating Segment Information

			Three Months Ended May 31,				Nine Months Ended May 31,
(Dollars in millions)			2012		2011		2012		2011
Net Sales(1)
		Corn seed and traits	$	1,515	$	1,123	$	5,226	$	4,134
		Soybean seed and traits		698		605		1,629		1,446
		Cotton seed and traits		490		487		750		666
		Vegetable seeds		195		216		567		628
		All other crops seeds and traits		230		216		414		357
	Total seeds and genomics		$	3,128	$	2,647	$	8,586	$	7,231
		Agricultural productivity		1,091		961		2,820		2,344
	Total agricultural productivity		$	1,091	$	961	$	2,820	$	2,344
Total			$	4,219	$	3,608	$	11,406	$	9,575
Gross Profit
		Corn seed and traits	$	927	$	679	$	3,305	$	2,524
		Soybean seed and traits		463		386		1,079		953
		Cotton seed and traits		385		386		567		502
		Vegetable seeds		94		123		260		361
		All other crops seeds and traits		152		132		217		176
	Total seeds and genomics		$	2,021	$	1,706	$	5,428	$	4,516
		Agricultural productivity		342		267		736		591
	Total agricultural productivity		$	342	$	267	$	736	$	591
Total			$	2,363	$	1,973	$	6,164	$	5,107
EBIT(2)(3)(4)
	Seeds and genomics		$	1,111	$	880	$	2,957	$	2,263
	Agricultural productivity			190		95		354		222
Total			$	1,301	$	975	$	3,311	$	2,485
Depreciationand Amortization Expense
	Seeds and genomics		$	127	$	124	$	382	$	371
	Agricultural productivity			28		22		84		86
Total			$	155	$	146	$	466	$	457

The reconciliation of EBIT to Net Income

A reconciliation of EBIT to net income for each period follows:
	Three Months Ended May 31,				Nine Months Ended May 31,
(Dollars in millions)	2012		2011		2012		2011
EBIT(1)	$	1,301	$	975	$	3,311	$	2,485
Interest Expense — Net		18		18		80		66
Income Tax Provision (2)		346		265		957		700
Net Income Attributable to Monsanto Company	$	937	$	692	$	2,274	$	1,719

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Statements of Consolidated Shareholders Equity and Comprehensive Income (Unaudited) (USD $) In Millions	Total	Common Stock	Treasury Stock	Additional Contributed Capital	Retained Earnings	Accumulated Other Comprehensive (Loss)	Reserve For ESOP Debt [Member]	Noncontrolling Interest
Balance at Aug. 31, 2010	$ 10,113	$ 6	$ (2,110)	$ 9,896	$ 3,178	$ (897)	$ (4)	$ 44
Net Income	1,659				1,607			52
Foreign currency translation	514					510		4
Postretirement benefit plan activity, net of tax	160					160
Unrealized net (losses) gains on investment holdings, net of tax	110					110
Realized net derivative losses (gains), net of tax	1					1
Comprehensive income	2,444							56
Treasury stock purchases	(503)		(503)
Restricted stock withholding	(4)			(4)
Issuance of shares under employee stock plans	65			65
Excess tax benefits from stock-based compensation	36			36
Stock-based compensation expense	103			103
Cash dividends per common share	(611)				(611)
Dividend payments to noncontrolling interest	(105)							(105)
Proceeds from noncontrolling interest	69							69
Allocation of ESOP shares, net of dividends received	2						2
Consolidation of VIEs	107							107
Balance at Aug. 31, 2011	11,716	6	(2,613)	10,096	4,174	(116)	(2)	171
Net Income	2,312				2,274			38
Foreign currency translation	(983)					(944)		(39)
Postretirement benefit plan activity, net of tax	35					35
Unrealized net (losses) gains on investment holdings, net of tax	5					5
Unrealized net derivative gains, net of tax	(115)					(115)
Realized net derivative losses (gains), net of tax	(41)					(41)
Comprehensive income	1,213							(1)
Treasury stock purchases	(423)		(423)
Restricted stock withholding	(1)			(1)
Issuance of shares under employee stock plans	69			69
Reclassification to Redeemable Common Shares	(141)			(136)	(5)
Excess tax benefits from stock-based compensation	33			33
Stock-based compensation expense	101			101
Cash dividends per common share	(321)				(321)
Dividend payments to noncontrolling interest	(76)							(76)
Proceeds from noncontrolling interest	101							101
Allocation of ESOP shares, net of dividends received	1						1
Balance at May. 31, 2012	$ 12,272	$ 6	$ (3,036)	$ 10,162	$ 6,122	$ (1,176)	$ (1)	$ 195

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FINANCIAL INSTRUMENTS - GAIN-LOSS (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011
Derivative Instruments Gain Loss [Line Items]
Amount of Gain (Loss) Recognized in AOCI (Effective Portion)	$ (76)	$ 25	$ (194)	$ 199
Amount of Gain (Loss) Recognized in income	(20)	(9)	(2)	(27)
Derivative Instruments Gain Loss Parenthetical [Abstract]
Gain (Loss) on Discontinuation of Cash Flow Hedge Due to Forecasted Transaction Probable of Not Occurring, Net	(2)		(2)
Foreign Currency Transaction Gain (Loss) Realized	23	(2)	29	(40)
Designated as Hedging Instrument
Derivative Instruments Gain Loss [Line Items]
Amount of Gain (Loss) Recognized in AOCI (Effective Portion)	(76)	25	(194)	199
Amount of Gain (Loss) Recognized in income	13	(6)	55	(28)
Not Designated as Hedging Instrument
Derivative Instruments Gain Loss [Line Items]
Amount of Gain (Loss) Recognized in income	(33)	(3)	(57)	1
Foreign Exchange Contracts | Other expense, net | Not Designated as Hedging Instrument
Derivative Instruments Gain Loss [Line Items]
Amount of Gain (Loss) Recognized in income	(29)	(3)	(41)
Foreign Exchange Contracts | Cash Flow Hedges | Cost of goods sold | Designated as Hedging Instrument
Derivative Instruments Gain Loss [Line Items]
Amount of Gain (Loss) Recognized in AOCI (Effective Portion)	11	(8)	18	(17)
Amount of Gain (Loss) Recognized in income	1	(1)	2	7
Foreign Exchange Contracts | Cash Flow Hedges | Net sales | Designated as Hedging Instrument
Derivative Instruments Gain Loss [Line Items]
Amount of Gain (Loss) Recognized in AOCI (Effective Portion)	5	(3)	5	(16)
Amount of Gain (Loss) Recognized in income	(2)	(5)	(5)	(8)
Commodity Contracts | Cost of goods sold | Not Designated as Hedging Instrument
Derivative Instruments Gain Loss [Line Items]
Amount of Gain (Loss) Recognized in income	(7)	(1)	(16)	(2)
Commodity Contracts | Net sales | Not Designated as Hedging Instrument
Derivative Instruments Gain Loss [Line Items]
Amount of Gain (Loss) Recognized in income	3	1		3
Commodity Contracts | Fair Value Hedges
Derivative Instruments Gain Loss Parenthetical [Abstract]
Gain (Loss) On Underlying Inventory	(2)	3	3	18
Commodity Contracts | Fair Value Hedges | Cost of goods sold
Derivative Instruments Gain Loss Parenthetical [Abstract]
Loss On Fair Value Hedge Ineffectiveness	(4)	4	(6)	(1)
Commodity Contracts | Fair Value Hedges | Cost of goods sold | Designated as Hedging Instrument
Derivative Instruments Gain Loss [Line Items]
Amount of Gain (Loss) Recognized in income	(2)		(9)	(20)
Commodity Contracts | Cash Flow Hedges
Derivative Instruments Gain Loss Parenthetical [Abstract]
Gain (Loss) On Cash Flow Hedge Ineffectiveness	1	1	1	1
Commodity Contracts | Cash Flow Hedges | Cost of goods sold | Designated as Hedging Instrument
Derivative Instruments Gain Loss [Line Items]
Amount of Gain (Loss) Recognized in AOCI (Effective Portion)	(60)	60	(144)	181
Amount of Gain (Loss) Recognized in income	18	2	73	(2)
Interest Rate Contracts | Cash Flow Hedges | Interest expense | Designated as Hedging Instrument
Derivative Instruments Gain Loss [Line Items]
Amount of Gain (Loss) Recognized in AOCI (Effective Portion)	(32)	(24)	(73)	51
Amount of Gain (Loss) Recognized in income	$ (2)	$ (2)	$ (6)	$ (5)

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RECEIVABLES (Tables)

May 31, 2012

RECEIVABLES (Tables) [Abstract]

Allowance For Doubtful Long Term Receivables

(Dollars in millions)
Balance Aug. 31, 2010		$	226
	Incremental Provision		20
	Recoveries		(9)
	Other(1)		(24)
Balance Aug. 31, 2011		$	213
	Incremental Provision		2
	Recoveries		(8)
	Write-Offs		(6)
	Other(2)		(14)
Balance May 31, 2012		$	187

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COMMITMENTS AND CONTINGENCIES (Details) (USD $) In Millions, unless otherwise specified			3 Months Ended
	May 31, 2012	Aug. 31, 2011	May 31, 2012 Medical Monitoring Program [Member]	May 31, 2012 Medical Monitoring Program [Member] Primary Fund [Member]	May 31, 2012 Medical Monitoring Program [Member] Additional Fund [Member]	May 31, 2012 Property Remediation Plan [Member]
Accrual For Environmental And Litigation Loss Contingencies [Abstract]
Accrual For Environmental And Litigation Loss Contingencies	$ 270	$ 265
Gain (Loss) Related to Litigation Settlement [Abstract]
Litigation Settlement, Gross				$ 21	$ 63	$ 9
Loss Contingency, Settlement Agreement, Terms			30 years			3 years

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FINANCIAL INSTRUMENTS

9 Months Ended

May 31, 2012

FINANCIAL INSTRUMENTS [Abstract]

FINANCIAL INSTRUMENTS

NOTE 15.        FINANCIAL INSTRUMENTS

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 and raw material risk management strategy is to use derivative instruments to minimize significant unanticipated manufacturing cost fluctuations that may arise from volatility in natural gas, diesel and ethylene prices.

Monsanto's interest rate risk management strategy is to use derivative instruments, such as forward-starting interest rate swaps, 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 cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive loss and reclassified into earnings in the 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 15 months for foreign currency hedges,35months for commodity hedgesand 3 months for interest rate hedges.During the next 12 months, a pretax net gain of approximately $4millionwill be reclassified from accumulated other comprehensive loss into earnings.During the three months and nine months ended May 31, 2012, a pretax loss of $2 million was reclassified into earnings as a result of the discontinuance of certain cash flow hedges, because it was no longer probable that the forecasted transaction would occur by the end of the originally specified time period. No cash flow hedges were discontinued during the three months and nine months ended May 31, 2011.

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 fair value hedges, 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. No fair-value hedges were discontinued during the three months and nine months ended May 31, 2012, or May 31, 2011.

Net Investment Hedges

To protect the value of its investment from adversechanges 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 the United States, Mexico and Brazil, which can fluctuate with 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 or near 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 mitigates the commodity price exposure from the time a contract is signed with a customer until the time a grain merchant collects the grain from the customer on Monsanto's behalf. The forward sales contracts do not qualify for hedge accounting treatment under the Derivatives and Hedging topic of the ASC. Accordingly, the gain or loss on these derivatives is recognized in current earnings.

Monsanto uses interest rate contracts to minimize the variability in forecasted cash flows arising from the company's VIE. The interest rate contracts do not qualify for hedge accounting under the Derivatives and Hedging Topic of the ASC. Accordingly, the gain or loss on these derivatives is recognized in current earnings.

Certain of Monsanto's grower contracts that include minimum guaranteed payment provisions are considered derivatives under the Derivatives and Hedging Topic of the ASC. These contracts do not qualify for hedge accounting treatment. 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.

The notional amounts of the company's derivative instruments outstanding as of May 31, 2012, and Aug. 31, 2011, were as follows:

			As of May 31,		As of Aug. 31,
(Dollars in millions)			2012		2011
Derivatives Designated as Hedges:
	Foreign exchange contracts	$	358	$	359
	Commodity contracts		862		517
	Interest rate contracts		475		475
Total Derivatives Designated as Hedges		$	1,695	$	1,351
Derivatives Not Designated as Hedges:
	Foreign exchange contracts	$	1,043	$	779
	Commodity contracts		433		181
	Interest rate contracts		162		153
	Grower contracts		45		71
Total Derivatives Not Designated as Hedges		$	1,683	$	1,184

The fair values of the company's derivative instruments outstanding as of May 31, 2012, and Aug. 31, 2011, were as follows:

			Balance Sheet Location			Fair Value
				As of May 31,			As of Aug. 31,
(Dollars in millions)					2012			2011
Asset Derivatives:
	Derivatives designated as hedges:
		Foreign exchange contracts	Miscellaneous receivables	$	9		$	1
		Foreign exchange contracts	Other assets		7			—
		Commodity contracts	Other current assets(1)		5			93
		Commodity contracts	Other assets(1)		1			16
	Total derivatives designated as hedges				22			110
	Derivatives not designated as hedges:
		Foreign exchange contracts	Miscellaneous receivables		7			2
		Commodity contracts	Trade receivables, net		6			30
		Commodity contracts	Miscellaneous receivables		8			2
		Commodity contracts	Other current assets(1)		—			3
		Grower contracts	Other current assets(1)		1			—
	Total derivatives not designated as hedges				22			37
Total Asset Derivatives				$	44		$	147
Liability Derivatives:
	Derivatives designated as hedges:
		Foreign exchange contracts	Miscellaneous short-term accruals	$	—		$	9
		Commodity contracts	Other current assets(1)		35			2
		Commodity contracts	Other assets(1)		8			—
		Commodity contracts	Miscellaneous short-term accruals		11			6
		Commodity contracts	Other liabilities		7			4
		Interest rate contracts	Miscellaneous short-term accruals		112			38
	Total derivatives designated as hedges				173			59
	Derivatives not designated as hedges:
		Foreign exchange contracts	Miscellaneous short-term accruals		30			5
		Commodity contracts	Trade receivables, net		13			1
		Commodity contracts	Miscellaneous short-term accruals		4			29
		Grower contracts	Other assets(1)		4			—
	Total derivatives not designated as hedges				51			35
Total Liability Derivatives				$	224		$	94

(1)As allowed by the Derivatives and Hedging topic of the ASC, corn and soybean commodity derivative assets and liabilities have been offset by cash collateral due and paid under a master netting arrangement. Therefore, all commodity contracts that are in an asset or liability position are included in asset accounts within the Condensed Statements of Consolidated Financial Position. See Note 14 — Fair Value Measurements — for a reconciliation to amounts reported in the Condensed Statements of Consolidated Financial Position as of May 31, 2012, and Aug. 31, 2011.

The gains and losses on the company's derivative instruments were as follows:

				Amount of Gain (Loss)
				Recognized in AOCI (1)				Amount of Gain (Loss)
				(Effective Portion)				Recognized in Income(2)(3)
			Three Months Ended May 31,					Three Months Ended May 31,			Income Statement
(Dollars in millions)			2012		2011		2012		2011		Classification
Derivatives Designated as Hedges:
	Fair value hedges:
		Commodity contracts(4)					$	(2)	$	—	Cost of goods sold
	Cash flow hedges:
		Foreign exchange contracts	$	5	$	(3)		(2)		(5)	Net sales
		Foreign exchange contracts		11		(8)		1		(1)	Cost of goods sold
		Commodity contracts		(60)		60		18		2	Cost of goods sold
		Interest rate contracts		(32)		(24)		(2)		(2)	Interest expense
Total Derivatives Designated as Hedges				(76)		25		13		(6)
Derivatives Not Designated as Hedges:
		Foreign exchange contracts(5)						(29)		(3)	Other expense, net
		Commodity contracts						3		1	Net Sales
		Commodity contracts						(7)		(1)	Cost of goods sold
Total Derivatives Not Designated as Hedges								(33)		(3)
Total Derivatives			$	(76)	$	25	$	(20)	$	(9)

				Amount of Gain (Loss)
				Recognized in AOCI (1)				Amount of Gain (Loss)
				(Effective Portion)				Recognized in Income(2)(3)
			Nine Months Ended May 31,					Nine Months Ended May 31,			Income Statement
(Dollars in millions)			2012		2011		2012		2011		Classification
Derivatives Designated as Hedges:
	Fair value hedges:
		Commodity contracts(4)					$	(9)	$	(20)	Cost of goods sold
	Cash flow hedges:
		Foreign exchange contracts	$	5	$	(16)		(5)		(8)	Net sales
		Foreign exchange contracts		18		(17)		2		7	Cost of goods sold
		Commodity contracts		(144)		181		73		(2)	Cost of goods sold
		Interest rate contracts		(73)		51		(6)		(5)	Interest expense
Total Derivatives Designated as Hedges				(194)		199		55		(28)
Derivatives Not Designated as Hedges:
		Foreign exchange contracts(5)						(41)		—	Other expense, net
		Commodity contracts						—		3	Net sales
		Commodity contracts						(16)		(2)	Cost of goods sold
Total Derivatives Not Designated as Hedges								(57)		1
Total Derivatives			$	(194)	$	199	$	(2)	$	(27)

(1)       Accumulated other comprehensive income (loss) (AOCI)

(2)       For derivatives designated as cash flow and net investment hedges under the Derivatives and Hedging topic of the ASC, this represents the effective portion of the gain (loss) reclassified from AOCI into income during the period.

(3)       Gain or loss on commodity cash flow hedges includes a gain of less than $1 million and a gainof $1 million from ineffectiveness for the three months ended May 31, 2012, and May 31, 2011, respectively, and a gain of $1 million from ineffectiveness for each of the nine months ended May 31, 2012, and May 31, 2011, respectively.Additionally, the gain or loss on commodity cash flow hedges includes a loss from discontinued hedges of $(2) million for the three months and nine months ended May 31, 2012. There were no hedges discontinued for the threeor nine months endedMay 31, 2011.

(4)       Loss on commodity fair value hedges contributes to alossof $(2) million andis offset by a gain of$3 million on the underlying hedged inventory for the three months ended May 31, 2012, and May 31, 2011, respectively, and a gain of$3 million and$18 million on the underlying hedged inventory for the nine months ended May 31, 2012, and May 31, 2011, respectively. Aloss and gainfrom ineffectiveness of $(4) million and $4 million, respectively, during the three months ended May 31, 2012, and May 31, 2011, and a loss from ineffectiveness of $(6) million and $(1) million, respectively, during the nine months ended May 31, 2012, and May 31, 2011, was included in cost of goods sold.

(5)       Gain or loss on foreign exchange contracts not designated as hedges is offset by a foreign currency transaction gainof $23 million and a loss of $(2) million during the threemonths ended May 31, 2012, and May 31, 2011, respectively,and a gain of $29 million anda loss of $(40) million during the nine months ended May 31, 2012, and May 31, 2011, respectively.

Most of the company's outstanding foreign-currency derivatives are covered by International Swap Dealers' Association (ISDA) Master Agreements with the counterparties. There are no requirements to post collateral under these agreements; however, should the company's credit rating fall below a specified rating immediately following the merger of the company with another entity, the counterparty may require all outstanding derivatives under the ISDA Master Agreement to be settled immediately at current market value, which equals carrying value. Any foreign-currency derivatives that are not covered by ISDA Master Agreements do not have credit-risk-related contingent provisions. Most of the company's outstanding commodity derivatives are listed commodity futures, and the company is required by the relevant commodity exchange to post collateral each day to cover the change in the fair value of these futures. Any non-exchange traded commodity derivatives are covered by the aforementioned ISDA Master Agreements and are subject to the same credit-risk-related contingent provisions, as are the company's interest rate derivatives. The aggregate fair value of all derivative instruments under ISDA Master Agreements that are in a liability position is $139 million as ofMay 31, 2012, and $50 million as of Aug. 31, 2011, which is the amount that would be required for settlement if the credit-risk-related contingent provisions underlying these agreements were triggered.

Credit Risk Management

Monsanto invests its excess cash in deposits with major banks or money market funds throughout the world in high-quality short-term debt instruments. Such investments are made only in instruments issued or enhanced by high-quality institutions. As of May 31, 2012, and Aug. 31, 2011, the company had no financial instruments that represented a significant concentration of credit risk. Limited amounts are invested in any single institution to minimize risk. The company has not incurred any credit risk losses related to those investments.

The company sells a broad range of agricultural products to a diverse group of customers throughout the world. In the United States, the company makes substantial sales to relatively few large wholesale customers. The company's agricultural products business is highly seasonal, and it is subject to weather conditions that affect commodity prices and seed yields. Credit limits, ongoing credit evaluation, and account monitoring procedures are used to minimize the risk of loss. Collateral is secured when it is deemed appropriate by the company.

Monsanto regularly evaluates its business practices to minimize its credit risk and periodically engages multiple banks in the United States, Brazil and Europe in the development of customer financing options that involve direct bank financing of customer purchases. For further information on these programs, see Note 4 — Customer Financing Programs.

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INVENTORY (Tables)

9 Months Ended

May 31, 2012

INVENTORY (Tables) [Abstract]

Components of Inventory

	As of May 31,		As of Aug. 31,
(Dollars in millions)		2012		2011
Finished Goods	$	1,094	$	953
Goods In Process		1,264		1,434
Raw Materials and Supplies		340		390
Inventory at FIFO Cost		2,698		2,777
Excess of FIFO over LIFO Cost		(184)		(186)
Total	$	2,514	$	2,591

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STOCK-BASED COMPENSATION PLANS

9 Months Ended

May 31, 2012

STOCK-BASED COMPENSATION PLANS [Abstract]

STOCK-BASED COMPENSATION PLANS

NOTE 17.        STOCK-BASED COMPENSATION PLANS

The following table shows total stock-based compensation expense included in the Statements of Consolidated Operations for the threemonths and nine months ended May 31, 2012, and May 31, 2011. Stock-based compensation cost capitalized in inventory was $7 million as of May 31, 2012, and Aug. 31, 2011.

	Three Months Ended May 31,					Nine Months Ended May 31,
(Dollars in millions)	2012		2011		2012		2011
Cost of Goods Sold	$	3	$	5	$	15	$	14
Selling, General and Administrative Expenses		20		16		63		49
Research and Development Expenses		7		7		23		20
Pre-Tax Stock-Based Compensation Expense		30		28		101		83
Income Tax Benefit		(10)		(10)		(34)		(29)
Net Stock-Based Compensation Expense	$	20	$	18	$	67	$	54

The following table summarizes stock-based compensation activity for and as of the nine months ended May31, 2012, for employees under the Monsanto Company Long-Term Incentive Plan (LTIP), as amended, and the Monsanto Company 2005 Long-Term Incentive Plan, as amended and restated effective Jan.24, 2012 (2005 LTIP), and for directors under the Monsanto Non-Employee Director Incentive Compensation Plan (Director Plan):

	LTIP and 2005 LTIP						Director Plan
		Stock		Restricted		Restricted		Deferred		Restricted
		Options		Stock Units		Stock		Stock		Stock
Granted		2,292,040		558,685		-		21,472		4,418
Weighted-average grant date fair value	$	21.89	$	74.65	$	-	$	68.93	$	68.93
Pre-tax unrecognized compensation expense, net of estimated forfeitures as applicable	$	65.7		55.3		-		0.4		0.3
Remaining weighted-average period of expense recognition/requisite service periods in years		1.8		2.1		-		0.3		1.5

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SUBSEQUENT EVENTS (Details) (Dividend Declared [Member], USD $)	9 Months Ended
	May 31, 2012
Dividend Declared [Member]
Subsequent Event [Line Items]
Subsequent Event, Amount	$ 0.3

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Statements of Consolidated Shareholders Equity and Comprehensive Income (Parenthetical) (Unaudited) (USD $) In Millions, except Share data, unless otherwise specified	9 Months Ended	12 Months Ended
	May 31, 2012	Aug. 31, 2011
Redeemable Common Stock [Abstract]
Common Stock Redeemable Value	$ 141
Redeemable Common Stock Outstanding Shares	1.8
Statements of Consolidated Shareowners Equity and Comprehensive Income (Unaudited)
Postretirement benefit plan activity, tax expense (benefit)	20	98
Unrealized investment holdings, tax (expense) benefit	4
Unrealized net derivative gains (losses), tax (expense) benefit	(79)	77
Realized net derivative losses (gains), tax (expense) benefit	$ (23)	$ 5
Cash dividends per common share	$ 0.60	$ 1.14

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Condensed Statements of Consolidated Financial Position (Unaudited) (USD $) In Millions, unless otherwise specified	May 31, 2012	Aug. 31, 2011
Current Assets:
Cash and cash equivalents (variable interest entities restricted - 2012: $91 and 2011:$96)	$ 1,716	$ 2,572
Short-term investments	302	302
Trade receivables, net (variable interest entities restricted - 2012: $77 and 2011: $51)	3,727	2,117
Miscellaneous receivables	674	629
Deferred tax assets	659	446
Inventory, net	2,514	2,591
Other current assets	191	152
Total Current Assets	9,783	8,809
Total property, plant and equipment	8,556	8,697
Less accumulated depreciation	4,392	4,303
Property, Plant and Equipment, Net	4,164	4,394
Goodwill	3,282	3,365
Other Intangible Assets, Net	1,181	1,309
Noncurrent Deferred Tax Assets	595	873
Long-Term Receivables, Net	376	475
Other Assets	603	619
Total Assets	19,984	19,844
Current Liabilities:
Short-term debt, including current portion of long-term debt	634	678
Accounts payable	584	839
Income taxes payable	440	117
Accrued compensation and benefits	470	427
Accrued marketing programs	778	1,110
Deferred revenues	370	373
Grower production accruals	100	87
Dividends payable		161
Customer payable	31	94
Restructuring reserves	12	24
Miscellaneous short-term accruals	863	819
Total Current Liabilities	4,282	4,729
Long-Term Debt	1,538	1,543
Postretirement Liabilities	468	509
Long-Term Deferred Revenue	259	337
Noncurrent Deferred Tax Liabilities	304	152
Long-Term Portion of Environmental and Litigation Liabilities	167	176
Other Liabilities	553	682
Total Liabilities	7,571	8,128
Redeemable Common Stock and Capital in Excess of $0.01 par value; 1,826,713 Shares issued and outstanding	141
Shareowners Equity:
Common stock (authorized: 1,500,000,000 shares, par value $0.01) Issued 593,934,442 and 591,516,732 shares, respectively; Outstanding 532,288,083 and 535,297,120 shares, respectively	6	6
Treasury stock 61,646,359 and 56,219,612 shares, respectively, at cost	(3,036)	(2,613)
Additional contributed capital	10,162	10,096
Retained earnings	6,122	4,174
Accumulated other comprehensive loss	(1,176)	(116)
Reserve for ESOP debt retirement	(1)	(2)
Total Monsanto Company Shareowners Equity	12,077	11,545
Noncontrolling Interest	195	171
Total Shareowners Equity	12,272	11,716
Total Liabilities and Shareowners Equity	$ 19,984	$ 19,844

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INVESTMENTS AND EQUITY AFFILIATES

9 Months Ended

May 31, 2012

INVESTMENTS AND EQUITY AFFILIATES [Abstract]

INVESTMENTS AND EQUITY AFFILIATES

NOTE 10.        INVESTMENTS AND EQUITY AFFILIATES

Investments

As of May 31, 2012, and Aug. 31, 2011, Monsanto has short-term investments outstanding of $302 million. The investments are comprised of treasury bills and commercial paper with original maturities of one year or less. See Note 14 — Fair Value Measurements.

Monsanto has investments in long-term equity securities, which are considered available-for-sale. As of May 31, 2012, and Aug. 31, 2011, these long-term equity securities are recorded in other assets in the Condensed Statements of Consolidated Financial Position at a fair value of $36 million and $26 million, respectively. Net unrealized gains (net of deferred taxes) of $5 million and less than $1 million are included in accumulated other comprehensive loss in shareowners' equity related to these investments as of May 31, 2012, and Aug. 31, 2011, respectively.Monsanto recorded an impairment of $7 million related to one of these long-term equity investments for the three months and nine months ended May 31, 2012.

Monsanto has cost basis investments recorded in other assets in the Condensed Statements of Consolidated Financial Position. As of May 31, 2012, and Aug. 31, 2011, these investments were recorded at $69 million and $74 million, respectively. Due to the nature of these investments, the fair market value is not readily determinable. These investments are reviewed for impairment indicators. As of May 31, 2012, no impairments were recorded.

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 May 31, 2012, and Aug. 31, 2011, this investment is recorded in other assets in the Condensed Statements of Consolidated Financial Position at $68 million and $67 million, respectively. Monsanto purchased $47 million and $177 million of inventory from the seed supplier for the three and nine months ended May 31, 2012, respectively, and $57 million and $197 million for the threemonths and nine months ended May 31, 2011, respectively. There were sales of inventory to the seed supplier of $10 million for the three and nine months ended May 31, 2012. There were no sales of inventory to the seed supplier in the first nine months of2011. As of May 31, 2012, there were no amounts payable to the seed supplier, while the payable as of Aug. 31, 2011, was $2 million and recorded in accounts payable in the Condensed Statements of Consolidated Financial Position. As of May 31, 2012, there were no prepayments. As of Aug. 31, 2011, there were prepayments of $9 million included in other current assets in the Statements of Consolidated Financial Position for inventory that was delivered in fiscal year 2012.

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Document and Entity Information	9 Months Ended
	May 31, 2012	Jun. 25, 2012
Document and Entity Information [Abstract]
Document type	10-Q
Document period end date	May 31, 2012
Amendment flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Entity Registrant Name	MONSANTO CO /NEW/
Entity Central Index Key	0001110783
Current Fiscal Year End Date	--08-31
Entity Filer Category	Large Accelerated Filer
Entity common stock shares outstanding		532,950,060

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DEFERRED REVENUE

9 Months Ended

May 31, 2012

DEFERRED REVENUE [Abstract]

DEFERRED REVENUE

NOTE 11.        DEFERRED REVENUE

In 2008, Monsanto entered into a corn herbicide tolerance and insect control trait technologies agreement with Pioneer Hi-Bred International, Inc. Among its provisions, the agreement modified certain existing corn license agreements between the parties. Under the 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 May 31, 2012, and May 31, 2011, and revenue of $60 million was recorded for the nine months ended May 31, 2012, and May 31, 2011. As of May 31, 2012, and Aug. 31, 2011, the remaining receivable balance is $310 million and $393 million, respectively. The majority of this balance is included in long-term receivables, and the current portion is included in trade receivables. As of May 31, 2012, and Aug. 31, 2011, the remaining deferred revenue balance is $258 million and $317 million, respectively, of which $79 million is included in short-term deferred revenue in both periods. The interest income portion of this receivable totaled $2 million and $7 million for the three months and nine months ended May 31, 2012, respectively. Interest income for the three months and nine months ended May 31, 2011, was $3 million and $10 million, respectively.

In 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. The minimum obligation from Syngenta over the nine-year contract period is $81 million. Revenue of $2 million and $1 million related to this agreement was recorded for the three months ended May 31, 2012, and May 31, 2011, respectively, and revenue of $6 million and $4 million was recorded for the nine months ended May 31, 2012, and May 31, 2011, respectively. As of May 31, 2012, and Aug. 31, 2011,the remaining receivable balance is $71 million and $75 million, respectively. 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. As of May 31, 2012, and Aug. 31, 2011, the remaining deferred revenue balance is $57 million and $62 million, respectively, of which $12 million and $4 million, respectively, is included in short-term deferred revenue. The interest incomeportion of this receivable is $1 million and $2 million forthe threemonths and nine months ended May 31, 2012, and May 31, 2011, respectively.

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Condensed Statements of Consolidated Financial Position (Parenthetical) (Unaudited) (USD $) In Millions, except Share data, unless otherwise specified	May 31, 2012	Aug. 31, 2011
Current Assets:
Cash and cash equivalents (variable interest entities restricted)	$ 91	$ 96
Trade receivables, net (variable interest entities restricted)	$ 77	$ 51
Redeemable Common Stock [Abstract]
Redeemable Common Stock Shares Issued	1,826,713
Redeemable Common Stock Shares Outstanding	1,826,713
Shareowners Equity:
Common Stock, Authorized	1,500,000,000	1,500,000,000
Common Stock, Par Value	$ 0.01	$ 0.01
Common Stock, Issued	593,934,442	591,516,732
Common Stock, Outstanding	532,288,083	535,297,120
Treasury Stock, at Cost	61,646,359	56,219,612

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VARIABLE INTEREST ENTITIES

9 Months Ended

May 31, 2012

VARIABLE INTEREST ENTITIES [Abstract]

VARIABLE INTEREST ENTITIES

NOTE 5.        VARIABLE INTEREST ENTITIES

Effective Sept. 1, 2010, Monsanto prospectively adopted the accounting standard update regarding improvements to financial reporting by enterprises involving variable interest entities (VIEs). A VIE is a legal entity that lacks sufficient equity to finance its activities, or the equity investors of the entity as a group lack any of the characteristics of a controlling interest. Monsanto is involved with various special purpose entities and other entities that are deemed to be VIEs. Monsanto has determined that the company holds variable interests in entities that are established as revolving financing programs. These programs allow the company to transfer a limited amount of customer receivables to a VIE. As of May 31, 2012, there is a program in Brazil. As of Aug. 31, 2011, one program is in Brazil and the other is in Argentina. In addition, Monsanto has various variable interests in biotechnology companies that focus on plant gene research, development, and commercialization. These variable interests have also been determined to be VIEs.

If a company is considered the primary beneficiary of a VIE, the company is required to consolidate the entity. The primary beneficiary of a VIE is the enterprise that has both the power to direct the activities most significant to the economic performance of the VIE and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. For all VIEs in which the company has a variable interest, the company performs ongoing qualitative assessments to determine whether it is the primary beneficiary. In determining whether Monsanto is the primary beneficiary, a number of factors are considered, including the structure of the entity, contractual provisions that grant any additional rights to influence or control the economic performance of the VIE, and the company's obligation to absorb significant losses. In addition, the company determines which activities most significantly impact the economic performance of the VIE and whether the company has any rights that would allow it to direct those activities. If Monsanto is determined to be the primary beneficiary, the assets, liabilities and operations of the VIE are consolidated.

As a result of the adoption of the updated accounting guidance, Monsanto was required to consolidate certain VIEs that are established as revolving financing programs including the special purpose entity referred to inNote 4 — Customer Financing Programs. As of the date of the initial consolidation of these VIEs, the company measured the assets and liabilities of the newly consolidated VIEs at their carrying value. The company was not required to deconsolidate any VIEs as of Sept. 1, 2010. The cumulative effect of the adoption of this guidance was insignificant to additional contributed capital, retained earnings and accumulated other comprehensive loss and, therefore, not identified separately on the Statement of Consolidated Shareowners' Equity and Comprehensive Income but is recorded within the Statement of Consolidated Operations.

Consolidated VIEs

Under the accounting guidance effective prior to Sept. 1, 2010, none of the interests in VIEs held were consolidated by Monsanto. For the most part, the VIEs involving the revolving financing programs are funded by investments from the company and other third parties, primarily investment funds, and have been established to service Monsanto's customer receivables. Creditors have no recourse against Monsanto in the event of default by these VIEs nor does the company have any implied or unfunded commitments to these VIEs. The company's financial or other support provided to these VIEs is limited to its original investment. Even though Monsanto holds a subordinate interest in the VIEs, the VIEs were established to service transactions involving the company and the company determines the receivables that are included in the revolving financing programs. Therefore, the determination is that Monsanto has the power to direct the activities most significant to the economic performance of the VIEs. As a result, the company is the primary beneficiary of these VIEs and, effective Sept. 1, 2010, these VIEs have been consolidated in Monsanto's Consolidated Financial Statements. The assets of these VIEs may only be used to settle the obligations of the respective entity. Third-party investors in the VIEs do not have recourse to the general assets of Monsanto other than the maximum exposure to loss relating to the VIE. The following table presents the carrying value of assets and liabilities, which are identified as restricted assets and liabilities on the company's Condensed Statement of Consolidated Financial Position, and the maximum exposure to loss relating to the VIEs for which Monsanto is the primary beneficiary.

		Financing Programs VIEs
		As of May 31,		As of Aug. 31,
(Dollars in millions)			2012		2011
	Cash and cash equivalents	$	91	$	96
	Trade receivables, net		77		51
Total Assets			168		147
Total Liabilities			1		—
Maximum Exposure to Loss		$	21	$	11

Non-Consolidated VIEs

Monsanto has variable interests through investments and arrangements with biotechnology companies that focus on plant gene research, development, and commercialization. The company has not provided financial or other support with respect to these investments or arrangements other than its original interest. The company also has no implied or unfunded commitments to these VIEs. Monsanto's maximum exposure to loss on these variable interests is limited to the amount of the company's investment in the entity. The following table presents the carrying value of assets and liabilities, and the maximum exposure to loss relating to VIEs that the company does not consolidate:

			Biotechnology VIEs
		As of May 31,		As of Aug. 31,
(Dollars in millions)			2012		2011
	Property, plant, and equipment, net	$	5	$	5
	Other intangible assets, net		12		9
	Other assets		—		15
Total Non-Current Assets			17		29
Total Liabilities			—		—
Maximum Exposure to Loss		$	—	$	15

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CUSTOMER FINANCING PROGRAMS

9 Months Ended

May 31, 2012

CUSTOMER FINANCING PROGRAMS [Abstract]

CUSTOMER FINANCING PROGRAMS

NOTE 4.        CUSTOMER FINANCING PROGRAMS

Monsanto participates in a revolving financing program in Brazil that allows Monsanto to transfer up to 1 billion Brazilian reais (approximately $495 million) for select customers in Brazil to a special purpose entity (SPE), formerly a qualified special purpose entity (QSPE). Third parties, primarily investment funds, hold an 88 percent senior interest in the entity, and Monsanto holds the remaining 12 percent interest. Under the arrangement, a recourse provision requires Monsanto to cover the first 12 percent of credit losses within the program. The company has evaluated its relationship with the entity under updated guidance within the Consolidation topic of the ASC and, as a result, the entity has been consolidated on a prospective basis effective Sept. 1, 2010. For further information on this topic, see Note 5 — Variable Interest Entities.

Monsanto has an agreement in the United States to sell customer receivables up to a maximum of $500 million and to service such accounts. 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 $325million and $3 millionfor the first nine months of fiscal years 2012 and 2011, respectively. The agreement includes recourse provisions and thus a liability is established at the time of sale that approximates fair value based upon the company's historical collection experience and a current assessment of credit exposure. The recourse liability recorded by Monsanto was $1 million as of May 31, 2012. There was no recourse liability recorded by Monsanto as of Aug. 31, 2011. The maximum potential amount of future payments under the recourse provisions of the agreement was $1 million as of May 31, 2012. The outstanding balance of the receivables sold was $111 million and $3million as of May 31, 2012, and Aug. 31, 2011, respectively. There were delinquent accounts of $2 million and $3million as of May 31, 2012, and Aug. 31, 2011, respectively.

Monsanto also sells accounts receivable in the United States and European regions, both with and without recourse. The sales within these programs 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 $5 million for the first nine months of fiscal years 2012 and 2011. The liability for the guarantees for sales with recourse is recorded at an amount that approximates fair value, 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. There was no liability balance as of May 31, 2012, or Aug. 31, 2011. There was no maximum potential amount of future payments under the recourse provisions of the agreements as of May 31, 2012. The outstanding balance of receivables sold was $4 million and $55 million as of May 31, 2012, and Aug. 31, 2011, respectively.There were no delinquent loans as of May 31, 2012, or Aug. 31, 2011.

Monsanto has additional agreements with lenders to establish programs that provide financing of up to 550 million Brazilian reais (approximately $270 million) for selected customers in Brazil. Monsanto provides a guarantee of the accounts 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, based on the company's historical collection experience with customers that participate in the program and a current assessment of credit exposure. There was no liability balance as of May 31, 2012. The guarantee liability recorded by Monsanto was $1 million as of Aug. 31, 2011. If performance is required under the guarantee, Monsanto may retain amounts that are subsequently collected from customers. There was no maximum potential amount of future payments under the guarantee as of May 31, 2012. The account balance outstanding for these programs was $34 million and $49 million as of May 31, 2012, and Aug. 31, 2011, respectively. There were no delinquent loans as of May 31, 2012. There were delinquent loans of $1 million as of Aug. 31, 2011.

Monsanto also has similar agreements with banks that provide financing to its customers in the United States, Europe and Latin America where Monsanto provides a guarantee of the accounts in the event of customer default. There was no maximum potential amount of future payments under the guarantees as of May 31, 2012. The guarantee liability recorded by Monsanto was $2 million as of May 31, 2012, and Aug. 31, 2011. The account balance outstanding for these programs was $34 million and $33million as of May 31, 2012, and Aug. 31, 2011, respectively. There were delinquent loans of $1 million as of May 31, 2012. There were no delinquent loans as of Aug. 31, 2011.

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POSTRETIREMENT BENEFITS - PENSIONS, HEALTH CARE AND OTHER

9 Months Ended

May 31, 2012

POSTRETIREMENT BENEFITS-PENSIONS [Abstract]

POSTRETIREMENT BENEFITS-PENSIONS, HEALTH CARE AND OTHER

NOTE 16.        POSTRETIREMENT BENEFITS — PENSIONS, HEALTH CAREAND OTHER

The majority of Monsanto's employees are covered by noncontributory pension plans sponsored by the company. The company also provides certain postretirement health care and life insurance benefits for retired employees through insurance contracts. The company's net periodic benefit cost for pension benefits, and health care and other postretirement benefits include the following components:

		Three Months Ended May 31, 2012						Three Months Ended May 31, 2011
Pension Benefits				Outside the						Outside the
(Dollars in millions)		U.S.		U.S.		Total		U.S.		U.S.		Total
Service Cost for Benefits Earned During the Period	$	12	$	2	$	14	$	15	$	2	$	17
Interest Cost on Benefit Obligation		18		3		21		21		3		24
Assumed Return on Plan Assets		(26)		(3)		(29)		(27)		(4)		(31)
Amortization of Unrecognized Net Loss		13		1		14		18		1		19
Curtailment and Settlement Charge		—		2		2		—		1		1
Total Net Periodic Benefit Cost	$	17	$	5	$	22	$	27	$	3	$	30
		Nine Months Ended May 31, 2012						Nine Months Ended May 31, 2011
Pension Benefits				Outside the						Outside the
(Dollars in millions)		U.S.		U.S.		Total		U.S.		U.S.		Total
Service Cost for Benefits Earned During the Period	$	46	$	6	$	52	$	45	$	6	$	51
Interest Cost on Benefit Obligation		70		9		79		64		9		73
Assumed Return on Plan Assets		(101)		(9)		(110)		(82)		(12)		(94)
Amortization of Unrecognized Net Loss		50		3		53		54		4		58
Curtailment and Settlement Charge		—		6		6		—		3		3
Total Net Periodic Benefit Cost	$	65	$	15	$	80	$	81	$	10	$	91

Health Care and Other Postretirement Benefits		Three Months Ended May 31,				Nine Months Ended May 31,
(Dollars in millions)		2012		2011		2012		2011
Service Cost for Benefits Earned During the Period	$	2	$	3	$	7	$	8
Interest Cost on Benefit Obligation		2		2		7		7
Amortization of Unrecognized Net Gain		(1)		—		(5)		(1)
Total Net Periodic Benefit Cost	$	3	$	5	$	9	$	14

Monsanto contributed $40 million and $30 million to its U.S. qualified plan in the nine-month periods ended May 31, 2012, and May 31, 2011, respectively. Monsanto contributed $11 million and $9 million to plans outside the United States in the nine-month periods ended May 31, 2012, and May 31, 2011, respectively. As of May 31, 2012, management expects to make additional contributions of approximately $31 million and $2 million to the U.S. qualified plan and the company's pension plans outside the United States, respectively, during the remainder of fiscal year 2012.

Employee Savings Plan

The Monsanto leveraged employee stock ownership plan debt was restructured in December 2004 and November 2008 to level out the future allocation of stock thereunder in an impartial manner intended to ensure equitable treatment for and generally to be in the best interests of current and future plan participants consistent with the level of benefits that Monsanto intended for the plan to provide to participants. To that end, the terms of the restructuring were determined pursuant to an arm's length negotiation between Monsanto and an independent trust company serving as fiduciary for the plan for this restructuring. In this role, the independent fiduciary determined that the restructuring, including certain financial commitments and enhancements that were made or will be made in the future by Monsanto to benefit participants and beneficiaries of the plan, was completed in accordance with the best interests of plan participants.A liability of $63 million and $59 million is due to the Monsanto Savings and Investment Plan from the company as of May 31, 2012, and Aug. 31, 2011, respectively. As of May 31, 2012, $58 million was considered short term and is included in accrued compensation and benefits, while the long-term balance is included in other liabilities on the Condensed Statements of Financial Position related to these restructurings. As of Aug. 31, 2011, there were no amounts included in short term.

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INCOME TAXES

9 Months Ended

May 31, 2012

INCOME TAXES [Abstract]

INCOME TAXES

NOTE 12.        INCOME TAXES

Management regularly assesses the tax risk of the company's tax return filing positions for all open years and establishes reserves accordingly. During the first nine months of 2012, statutes expired in several jurisdictions and the company benefited from the favorable resolution of tax matters. These benefits were partially offset by deferred tax adjustments and tax reserves set up in multiple jurisdictions. Primarily as a result of these items, Monsanto recorded a tax benefit of $65 million in the first nine months of 2012.

During the first nine months of 2011, statutes expired in several jurisdictions. The company benefited from the retroactive extension of the research and development credit pursuant to the enactment of the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010. Additionally, the company recorded favorable return-to-provision true-up adjustments, which were partially offset by deferred tax adjustments. Primarily as a result of these items, Monsanto recorded a tax benefit of $21 million in the first nine months of 2011.

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INVENTORY

9 Months Ended

May 31, 2012

INVENTORY [Abstract]

INVENTORY

NOTE 8.        INVENTORY

Components of inventory are:

	As of May 31,		As of Aug. 31,
(Dollars in millions)		2012		2011
Finished Goods	$	1,094	$	953
Goods In Process		1,264		1,434
Raw Materials and Supplies		340		390
Inventory at FIFO Cost		2,698		2,777
Excess of FIFO over LIFO Cost		(184)		(186)
Total	$	2,514	$	2,591

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POSTRETIREMENT BENEFITS - PENSIONS, HEALTH CARE AND OTHER (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011	Aug. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Service Cost for Benefits Earned During the Period	$ 14	$ 17	$ 52	$ 51
Interest Cost on Benefit Obligation	21	24	79	73
Assumed Return on Plan Assets	(29)	(31)	(110)	(94)
Amortization of Unrecognized Amounts	14	19	53	58
Curtailment and Settlement Charge (Gain)	2	1	6	3
Total Net Periodic Benefit Cost	22	30	80	91
Employee Stock Ownership Plan Additional Information [Abstract]
Liability related to ESOP	63		63		59
Liability related to ESOP, Current Portion	58		58
United States Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service Cost for Benefits Earned During the Period	12	15	46	45
Interest Cost on Benefit Obligation	18	21	70	64
Assumed Return on Plan Assets	(26)	(27)	(101)	(82)
Amortization of Unrecognized Amounts	13	18	50	54
Total Net Periodic Benefit Cost	17	27	65	81
Defined Benefit Plan Additional Information [Abstract]
Employer Contributions			40	30
Estimated Future Employer Contributions	31		31
Foreign Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service Cost for Benefits Earned During the Period	2	2	6	6
Interest Cost on Benefit Obligation	3	3	9	9
Assumed Return on Plan Assets	(3)	(4)	(9)	(12)
Amortization of Unrecognized Amounts	1	1	3	4
Curtailment and Settlement Charge (Gain)	2	1	6	3
Total Net Periodic Benefit Cost	5	3	15	10
Defined Benefit Plan Additional Information [Abstract]
Employer Contributions			11	9
Estimated Future Employer Contributions	2		2
Postretirement and ESOP Liabilities [Member]
Defined Benefit Plan Disclosure [Line Items]
Service Cost for Benefits Earned During the Period	2	3	7	8
Interest Cost on Benefit Obligation	2	2	7	7
Amortization of Unrecognized Amounts	(1)		(5)	(1)
Total Net Periodic Benefit Cost	$ 3	$ 5	$ 9	$ 14

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RESTRUCTURING

9 Months Ended

May 31, 2012

RESTRUCTURING [Abstract]

RESTRUCTURING

NOTE 6.        RESTRUCTURING

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

	Three Months Ended May 31,				Nine Months Ended May 31,
(Dollars in millions)		2012		2011		2012		2011
Cost of Goods Sold(1)	$	—	$	—	$	—	$	(2)
Restructuring Charges, Net(1)(2)		—		(1)		—		(9)
Loss from Continuing Operations Before Income Taxes		—		(1)		—		(11)
Income Tax Benefit		—		1		—		5
Net Loss	$	—	$	—	$	—	$	(6)

1)For the nine months ended May 31, 2011, the $2 million of restructuring charges recorded in cost of goods sold related to the Seeds and Genomics segment.For the three months ended May 31, 2011, the $1 million of restructuring charges recorded in restructuring charges, net related to the Seeds and Genomics segment. For the nine months ended May 31, 2011, the $9 million of restructuring charges, net were split by segment as follows: $ (4) million in Agricultural Productivity and $13 million in Seeds and Genomics.

(2)       The restructuring charges for the three months and the nine months ended May 31, 2011,include reversals of $6 million and $31 million, respectively, related to the 2009 Restructuring Plan.The reversals are primarily related to severance. Although positions originally included in the plan were eliminated, individuals found new roles within the company due to attrition. There were no reversals during the three months and nine months ended May 31, 2012.

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. These actions are designed to enable Monsanto to stabilize the Agricultural Productivity business and allow it to deliver optimal gross profit and a sustainable level of operating cash in the coming years, while better aligning spending and working capital needs. The company also announced that it would take steps to better align the resources of its global seeds and traits business. These actions included certain product and brand rationalization within the seedbusinesses. On Sept. 9, 2009, the company committed to take additional actions related to the previously announced restructuring plan. Furthermore, while implementing the plan, the company identified additional opportunities to better align the company's resources, and on Aug. 26, 2010, committed to take additional actions. The plan was substantially completed in the first quarter of fiscal year 2011, and the remaining payments are expected to be made by the end of fiscal year 2012.

There were no charges incurred for the threemonths and nine months ended May 31, 2012. The following table displays the pretax charges by segment under the 2009 Restructuring Plan of $1 million incurred for the three months ended May 31, 2011, the pretax charges of $11 million incurred for the nine months ended May 31, 2011,as well as the cumulative pretax charges of $733 million.

		Three Months Ended May 31,												Nine Months Ended May 31,
			Seeds and				Agricultural								Seeds and				Agricultural
			Genomics				Productivity				Total				Genomics				Productivity				Total
(Dollars in millions)			2012		2011		2012		2011		2012		2011		2012		2011		2012		2011		2012		2011
Work Force Reductions		$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	(11)	$	—	$	(7)	$	—	$	(18)
Facility Closures / Exit Costs			—		1		—		—		—		1		—		24		—		3		—		27
Asset Impairments
	Property, plant and equipment		—		—		—		—		—		—		—		—		—		—		—		—
	Inventory		—		—		—		—		—		—		—		2		—		—		—		2
Total Restructuring Charges, Net		$	—	$	1	$	—	$	—	$	—	$	1	$	—	$	15	$	—	$	(4)	$	—	$	11
														Cumulative Amount through May 31, 2012
														Seeds and				Agricultural
(Dollars in millions)														Genomics				Productivity				Total
Work Force Reductions														$	239			$	99			$	338
Facility Closures / Exit Costs															75				81				156
Asset Impairments
	Property, plant and equipment														43				5				48
	Inventory														119				13				132
	Other intangible assets														59				—				59
Total Restructuring Charges, Net														$	535			$	198			$	733

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 addition, when the decision to commit to a restructuring plan requires an asset impairment review, Monsanto evaluates such impairment issues under the Property, Plant and Equipment topic of the ASC.

In the nine months ended May 31, 2012, there were no charges recorded related to restructuring. In the ninemonths ended May 31, 2011, pretax restructuring charges of $11 million were recorded. The facility closures/exit costs of $27 million relate primarily to the finalization of the termination of a corn toller contract in the United States. In workforce reductions, approximately $13 million of additional charges were offset by $31 million of reversals. Although positions originally included in the plan were eliminated, individuals found new roles within the company due to attrition. In asset impairments, inventory impairments of $2 million recorded in cost of goods sold related to discontinued corn and sorghum seed products in the United States.

The following table summarizes the activities related to the company's 2009 Restructuring Plan.

			Work Force		Facility Closures /		Asset
(Dollars in millions)			Reductions		Exit Costs		Impairments		Total
Beginning Liability as of Aug. 31, 2011			$	24	$	—	$	—	$	24
	Restructuring charges recognized in first nine
		months of fiscal year 2012		—		—		—		—
	Cash payments			(11)		—		—		(11)
	Asset impairments and write-offs			—		—		—		—
	Foreign currency impact			(1)		—		—		(1)
Ending Liability as of May 31, 2012			$	12	$	—	$	—	$	12

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RECEIVABLES

9 Months Ended

May 31, 2012

RECEIVABLES [Abstract]

RECEIVABLES

NOTE 7.        RECEIVABLES

Trade receivables on the Condensed Statements of Consolidated Financial Position are net of allowances of $59 million and $98 million as of May 31, 2012, and Aug. 31, 2011, respectively.

Effective with the second quarter of 2011, the company adopted the amended guidance in the Receivables topic of the ASC which requires greater transparency about a company's allowance for credit losses and the credit quality of its financing receivables. The company has financing receivables that represent long-term customer receivable balances related to past due accounts which are not expected to be collected within the current year. The long-term customer receivables were $195 million and $220 million with a corresponding allowance for credit losses on these receivables of $187 million and $213 million, as of May 31, 2012, and Aug. 31, 2011, respectively. These long-term customer receivable balances and the corresponding allowance are included in long-term receivables, net on the Condensed Statements of Consolidated Financial Position. For these long-term customer receivables, interest is no longer accrued when the receivable is determined to be delinquent and classified as long-term based on estimated timing of collection.

The following table displays a roll forward of the allowance for credit losses related to long-term customer receivables.

(Dollars in millions)
Balance Aug. 31, 2010		$	226
	Incremental Provision		20
	Recoveries		(9)
	Other(1)		(24)
Balance Aug. 31, 2011		$	213
	Incremental Provision		2
	Recoveries		(8)
	Write-Offs		(6)
	Other(2)		(14)
Balance May 31, 2012		$	187

(1)Includes reclassifications from the allowance for current receivables, write-offs, and foreign currency translation adjustments.

(2)       Includes reclassifications from the allowance for current receivablesand foreign currency translation adjustments.

In addition, the company has long-term contractual receivables. These receivables are collected at fixed and determinable dates in accordance with the customer long-term agreement. The long-term contractual receivables were $368 million and $468 million, as of May 31, 2012, and Aug. 31, 2011, respectively, and did not have any allowance recorded related to these balances. These receivables are included in long-term receivables, net on the Condensed Statements of Consolidated Financial Position. There are no balances related to these long-term contractual receivables that are past due. These receivables are outstanding with large, reputable companies who have been timely with scheduled payments thus far and are considered to be fully collectible. Interest is accrued on these receivables in accordance with the agreements and is included within interest income in the Statements of Consolidated Operations. See Note 11 — Deferred Revenue — for more details on the significant agreements related to these long-term contractual receivables.

On an ongoing basis, the company evaluates credit quality of its financing receivables utilizing aging of receivables, collection experience and write-offs, as well as evaluating existing economic conditions, to determine if an allowance is necessary.

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GOODWILL AND OTHER INTANGIBLE ASSETS

9 Months Ended

May 31, 2012

GOODWILL AND OTHER INTANGIBLE ASSETS [ABSTRACT]

GOODWILL AND OTHER INTANGIBLE ASSETS

NOTE 9.        GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the net carrying amount of goodwill for the first nine months of fiscal year 2012, by segment, are as follows:

		Seeds and		Agricultural
(Dollars in millions)		Genomics		Productivity		Total
Balance as of Aug. 31, 2011		$	3,308	$	57	$	3,365
	Acquisition activity (see Note 3)		81		—		81
	Effect of foreign currency translation adjustments		(164)		—		(164)
Balance as of May 31, 2012		$	3,225	$	57	$	3,282

In the nine months ended May 31, 2012, goodwill increased due to the 2012 acquisition of Beeologics, offset by the effects of foreign currency translation adjustments. See Note 3 — Business Combinations — for further information.The fiscal year 2012 annual goodwill impairment test was performed as of March 1, 2012, and no goodwill impairment existed as of that date. There were no events or circumstances indicating that goodwill might be impaired as of May 31, 2012.

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

				As of May 31, 2012						As of Aug. 31, 2011
				Carrying		Accumulated				Carrying		Accumulated
(Dollars in millions)				Amount		Amortization		Net		Amount		Amortization		Net
Intangible Assets with Finite Lives:
	Acquired germplasm		$	1,141	$	(696)	$	445	$	1,189	$	(692)	$	497
	Acquired intellectual property			1,016		(761)		255	`	973		(710)		263
	Trademarks			340		(118)		222		352		(110)		242
	Customer relationships			311		(163)		148		335		(146)		189
	Other			146		(83)		63		136		(63)		73
Total Other Intangible Assets, Finite Lives			$	2,954	$	(1,821)	$	1,133	$	2,985	$	(1,721)	$	1,264
	In process research &
		development, indefinite lives		48		—		48		45		—		45
Total Other Intangible Assets			$	3,002	$	(1,821)	$	1,181	$	3,030	$	(1,721)	$	1,309

The decrease in other intangible assets during the nine months ended May 31, 2012, primarily resulted from foreign currency translation adjustments and the result of identified intangible impairments during the three months ended May 31, 2012. See Note 14 – Fair Value Measurements – for further information.

Total amortization expense of other intangible assets was $25million in third quarter of fiscal year 2012 and $38million in third quarter of fiscal year 2011. Total amortization expense of other intangible assets was $101million for the nine months ended May 31, 2012, and $113 million for the nine months ended May 31, 2011. The estimated intangible asset amortization expense for fiscal year 2012 through fiscal year 2016 is as follows:

(Dollars in millions)		Amount
2012	$	144
2013		106
2014		113
2015		111
2016		114

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SUPPLEMENTAL CASH FLOW INFORMATION (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	May 31, 2012	May 31, 2011	Aug. 31, 2011
SUPPLEMENTAL CASH FLOW INFORMATION (Details) [Abstract]
Interest	$ 112	$ 106
Taxes	513	272
Dividends payable			$ 161

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SEGMENT INFORMATION (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011
Segment Reporting Information [Line Items]
Net Sales	$ 4,219	$ 3,608	$ 11,406	$ 9,575
Gross Profit	2,363	1,973	6,164	5,107
EBIT	1,301	975	3,311	2,485
Depreciation and Amortization Expense	155	146	466	457
Reconciliation of EBIT to Net Income [Abstract]
EBIT	1,301	975	3,311	2,485
Interest Expense - Net	18	18	80	66
Income Tax Provision	346	265	957	700
Net Income Attributable to Monsanto Company	937	692	2,274	1,719
Corn seed and traits [Member]
Segment Reporting Information [Line Items]
Net Sales	1,515	1,123	5,226	4,134
Gross Profit	927	679	3,305	2,524
Soybean seed and traits [Member]
Segment Reporting Information [Line Items]
Net Sales	698	605	1,629	1,446
Gross Profit	463	386	1,079	953
Cotton seed and traits [Member]
Segment Reporting Information [Line Items]
Net Sales	490	487	750	666
Gross Profit	385	386	567	502
Vegetable seeds [Member]
Segment Reporting Information [Line Items]
Net Sales	195	216	567	628
Gross Profit	94	123	260	361
All other crops seeds and traits [Member]
Segment Reporting Information [Line Items]
Net Sales	230	216	414	357
Gross Profit	152	132	217	176
Total Seeds and Genomics [Member]
Segment Reporting Information [Line Items]
Net Sales	3,128	2,647	8,586	7,231
Gross Profit	2,021	1,706	5,428	4,516
EBIT	1,111	880	2,957	2,263
Depreciation and Amortization Expense	127	124	382	371
Reconciliation of EBIT to Net Income [Abstract]
EBIT	1,111	880	2,957	2,263
Agricultural Productivity [Member]
Segment Reporting Information [Line Items]
Net Sales	1,091	961	2,820	2,344
Gross Profit	342	267	736	591
Total Agricultural Productivity [Member]
Segment Reporting Information [Line Items]
Net Sales	1,091	961	2,820	2,344
Gross Profit	342	267	736	591
EBIT	190	95	354	222
Depreciation and Amortization Expense	28	22	84	86
Discontinued Operation EBIT	(3)		8	4
Reconciliation of EBIT to Net Income [Abstract]
EBIT	$ 190	$ 95	$ 354	$ 222

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EARNINGS PER SHARE (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011
EARNINGS PER SHARE (Details) [Abstract]
Weighted-Average Number of Common Shares	532.9	535.5	534.2	536.9
Dilutive Potential Common Shares	5.9	5.7	6.0	6.0
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Excluded Stock Options	6.7	11.4	6.9	11.4
Antidilutive Securities With Exercise Prices Greater Than Average Market Price	4.5	7.6	6.7	7.6
Redeemable Common Stock [Abstract]
Common Stock Redeemable Value	$ 141		$ 141
Redeemable Common Stock Outstanding Shares	1.8		1.8

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RESTRUCTURING (Tables)

9 Months Ended

May 31, 2012

Restructuring (Tables) [Abstract]

Restructuring Charges As Recorded

	Three Months Ended May 31,				Nine Months Ended May 31,
(Dollars in millions)		2012		2011		2012		2011
Cost of Goods Sold(1)	$	—	$	—	$	—	$	(2)
Restructuring Charges, Net(1)(2)		—		(1)		—		(9)
Loss from Continuing Operations Before Income Taxes		—		(1)		—		(11)
Income Tax Benefit		—		1		—		5
Net Loss	$	—	$	—	$	—	$	(6)

Pretax Restructuring Charges related to 2009 Restructuring

		Three Months Ended May 31,												Nine Months Ended May 31,
			Seeds and				Agricultural								Seeds and				Agricultural
			Genomics				Productivity				Total				Genomics				Productivity				Total
(Dollars in millions)			2012		2011		2012		2011		2012		2011		2012		2011		2012		2011		2012		2011
Work Force Reductions		$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	(11)	$	—	$	(7)	$	—	$	(18)
Facility Closures / Exit Costs			—		1		—		—		—		1		—		24		—		3		—		27
Asset Impairments
	Property, plant and equipment		—		—		—		—		—		—		—		—		—		—		—		—
	Inventory		—		—		—		—		—		—		—		2		—		—		—		2
Total Restructuring Charges, Net		$	—	$	1	$	—	$	—	$	—	$	1	$	—	$	15	$	—	$	(4)	$	—	$	11
														Cumulative Amount through May 31, 2012
														Seeds and				Agricultural
(Dollars in millions)														Genomics				Productivity				Total
Work Force Reductions														$	239			$	99			$	338
Facility Closures / Exit Costs															75				81				156
Asset Impairments
	Property, plant and equipment														43				5				48
	Inventory														119				13				132
	Other intangible assets														59				—				59
Total Restructuring Charges, Net														$	535			$	198			$	733

Restructuring Charges by Activity

			Work Force		Facility Closures /		Asset
(Dollars in millions)			Reductions		Exit Costs		Impairments		Total
Beginning Liability as of Aug. 31, 2011			$	24	$	—	$	—	$	24
	Restructuring charges recognized in first nine
		months of fiscal year 2012		—		—		—		—
	Cash payments			(11)		—		—		(11)
	Asset impairments and write-offs			—		—		—		—
	Foreign currency impact			(1)		—		—		(1)
Ending Liability as of May 31, 2012			$	12	$	—	$	—	$	12

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INVENTORY (Details) (USD $) In Millions, unless otherwise specified	May 31, 2012	Aug. 31, 2011
Components of Inventory (Details)
Finished Goods	$ 1,094	$ 953
Goods In Process	1,264	1,434
Raw Materials and Supplies	340	390
Inventories at FIFO Cost	2,698	2,777
Excess of FIFO over LIFO Cost	(184)	(186)
Total	$ 2,514	$ 2,591

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FAIR VALUE MEASUREMENTS

9 Months Ended

May 31, 2012

FAIR VALUE MEASUREMENTS [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 14.        FAIR VALUE MEASUREMENTS

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, discounted cash flow models, or other 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. Monsanto does not currently have any instruments with fair value determined using Level 3 inputs.

The following tables set forth by level Monsanto's assets and liabilities that were accounted for or disclosed at fair value on a recurring basis as of May 31, 2012, and assets and liabilities that were accounted for on a recurring basis as of Aug. 31, 2011. 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 judgment and may affect the classification of fair value assets and liabilities within the fair value hierarchy levels.

				Fair Value Measurements at May 31, 2012, Using
										Cash
										Collateral		Net
(Dollars in millions)				Level 1		Level 2		Level 3		Offset(1)		Balance
Assets at Fair Value:
	Cash equivalents		$	1,392	$	—	$	—	$	—	$	1,392
	Short-term investments			302		—		—		—		302
	Equity securities			36		—		—		—		36
	Derivative assets related to:
		Foreign currency		—		23		—		—		23
		Corn		—		13		—		—		13
		Soybeans		5		2		—		(5)		2
		Grower contracts		—		1		—		—		1
Total Assets at Fair Value			$	1,735	$	39	$	—	$	(5)	$	1,769
Liabilities at Fair Value:
	Derivative liabilities related to:
		Foreign currency	$	—	$	30	$	—	$	—	$	30
		Interest rates		—		112		—		—		112
		Corn		40		13		—		(34)		19
		Soybeans		7		—		—		(7)		—
		Energy and raw materials		—		19		—		—		19
		Grower contracts		—		3		—		—		3
Liabilities at Fair Value			$	47	$	177	$	—	$	(41)	$	183
Liabilities Not Recorded at Fair Value:
	Short-term debt instruments(2)		$	—	$	639	$	—	$	—	$	639
	Long-term debt instruments(2)			—		1,904		—		—		1,904
Liabilities Not Recorded at Fair Value			$	—	$	2,543	$	—	$	—	$	2,543
Total Liabilities Recorded and Not Recorded at Fair Value			$	47	$	2,720	$	—	$	(41)	$	2,726

				Fair Value Measurements at Aug. 31, 2011, Using
										Cash
										Collateral			Net
(Dollars in millions)				Level 1		Level 2		Level 3		Offset	(1)		Balance
Assets at Fair Value:
	Cash equivalents		$	1,896	$	—	$	—	$	—		$	1,896
	Short-term investments			302		—		—		—			302
	Equity securities			26		—		—		—			26
	Derivative assets related to:
		Foreign currency		—		3		—		—			3
		Corn		88		30		—		(84)			34
		Soybeans		21		2		—		(21)			2
		Energy and raw materials		—		3		—		—			3
Total Assets at Fair Value			$	2,333	$	38	$	—	$	(105)		$	2,266
Liabilities at Fair Value:
	Derivative liabilities related to:
		Foreign currency	$	—	$	14	$	—	$	—		$	14
		Interest rates		—		38		—		—			38
		Corn		2		30		—		—			32
		Soybeans		—		1		—		—			1
		Energy and raw materials		—		9		—		—			9
Total Liabilities at Fair Value			$	2	$	92	$	—	$	—		$	94

• 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.

Measurements during the three months and nine months ended May 31, 2012, of assets at fair value on a nonrecurring basis subsequent to their initial recognition were as follows:

Other Intangible Assets, Net: Other intangible assets with a carrying value of $12 million were written down to their implied fair value of $6 million, resulting in an impairment charge of $6 million, which was primarily included in cost of goods sold in the Statement of Consolidated Operations. Other intangible assetswith a carrying value of $24 million were written down to their implied fair value of less than $1 million, resulting in an impairment charge of $24 million, which was primarily included in research and development expenses in the Statement of Consolidated Operations. Other intangible assetswith a carrying value of $25 million were written down to their implied fair value of $7 million, resulting in an impairment charge of $18 million, which was primarily included in selling, general and administrative expenses in the Statement of Consolidated Operations. The implied fair value calculations were performed using a discounted cash flow model.

There were no significant measurements of liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the three months and nine months ended May 31, 2012.

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 May 31, 2012, and Aug. 31, 2011.

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EARNINGS PER SHARE

9 Months Ended

May 31, 2012

EARNINGS PER SHARE [Abstract]

EARNINGS PER SHARE

NOTE 19.        EARNINGSPER SHARE AND REDEEMABLE COMMON STOCK

Basicearnings per share (EPS) was computed using the weighted-average number of common shares outstanding during the periods shown in the table below. For the three months and nine months ended May 31, 2012, and May 31, 2011, diluted EPS was computed taking into account the effect of dilutive potential common shares.Potential common shares consist primarily of stock options, restricted stock, restricted stock units and directors' deferred shares calculated using the treasury stock method and are excluded if their effect is antidilutive.Of those antidilutive options, certain options were excluded from the computations of dilutive potential common shares as their exercise prices were greater than the average market price of common shares for the period.

	Three Months Ended May 31,		Nine Months Ended May 31,
	2012	2011	2012	2011
Weighted-Average Number of Common Shares	532.9	535.5	534.2	536.9
Dilutive Potential Common Shares	5.9	5.7	6.0	6.0
Antidilutive Potential Common Shares	6.7	11.4	6.9	11.4
Shares Excluded From Computation of Dilutive Potential Shares with Exercise Prices greater than the Average Market Price of Common Shares for the Period	4.5	7.6	6.7	7.6

Redeemable Common Stock

Monsanto may have exceeded the amount of shares registered for offer and sale under its Savings and Investment Plan, and, therefore, inadvertently failed to maintain an effective SEC registration statement. As a result, certain purchasers of common stock pursuant to that plan may have the right to rescind their purchases for an amount equal to the purchase price paid for the shares, plus interest from the date of purchase. As of May 31, 2012, Monsanto classified 1.8 million shares ($141 million) that may be subject to the rescissionary rights outside shareowners'equity, as any redemption would ultimately be at the option of the benefit plan participants. These shares have always been treated as outstanding for financial reporting purposes. Monsanto intends to voluntarily make a rescission offer to such participants. Monsanto filed a new registration statement on Form S-8 to register offers and sales of shares under the Savings and Investment Plan. Monsanto believes that the rescission offer will not materially impact its consolidated results of operations, financial position or cash flows.

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RESTRUCTURING (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended		12 Months Ended	35 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011	Aug. 31, 2011	May 31, 2012
Restructuring And Related Cost [Line Items]
Cost of goods sold	$ 1,856	$ 1,635	$ 5,242	$ 4,468
Restructuring charges, net		1		9
Total Restructuring Charges, Net				15		733
Income Tax Benefit	361	276	971	714
Net Loss	966	712	2,312	1,757	1,659
Restructuring Plan [Abstract]
Total Restructuring Charges, Net				15		733
Summary Restructuring [Abstract]
Balance			24
Restructuring charges recognized				15		733
Cash payments			(11)
Foreign currency impact			(1)
Balance	12		12		24	12
Restructuring Severance [Abstract]
Severance Reversals		6		31
Restructuring Charges [Member]
Restructuring And Related Cost [Line Items]
Cost of goods sold				(2)
Total Restructuring Charges, Net		(1)		(11)
Income Tax Benefit		1		5
Net Loss				(6)
Restructuring Plan [Abstract]
Total Restructuring Charges, Net		(1)		(11)
Summary Restructuring [Abstract]
Restructuring charges recognized		(1)		(11)
Seeds And Genomics [Member]
Restructuring And Related Cost [Line Items]
Total Restructuring Charges, Net		1				535
Restructuring Plan [Abstract]
Total Restructuring Charges, Net		1				535
Summary Restructuring [Abstract]
Restructuring charges recognized		1				535
Seeds And Genomics [Member] | Restructuring Charges [Member]
Restructuring And Related Cost [Line Items]
Cost of goods sold				2
Restructuring charges, net		1		13
Agricultural Productivity [Member]
Restructuring And Related Cost [Line Items]
Total Restructuring Charges, Net				(4)		198
Restructuring Plan [Abstract]
Total Restructuring Charges, Net				(4)		198
Summary Restructuring [Abstract]
Restructuring charges recognized				(4)		198
Agricultural Productivity [Member] | Restructuring Charges [Member]
Restructuring And Related Cost [Line Items]
Restructuring charges, net				(4)
Work Force Reductions [Member]
Restructuring And Related Cost [Line Items]
Restructuring charges, net				13
Total Restructuring Charges, Net				(18)		338
Restructuring Plan [Abstract]
Total Restructuring Charges, Net				(18)		338
Summary Restructuring [Abstract]
Balance			24
Restructuring charges recognized				(18)		338
Cash payments			(11)
Foreign currency impact			(1)
Balance	12		12			12
Work Force Reductions [Member] | Seeds And Genomics [Member]
Restructuring And Related Cost [Line Items]
Total Restructuring Charges, Net				(11)		239
Restructuring Plan [Abstract]
Total Restructuring Charges, Net				(11)		239
Summary Restructuring [Abstract]
Restructuring charges recognized				(11)		239
Work Force Reductions [Member] | Agricultural Productivity [Member]
Restructuring And Related Cost [Line Items]
Total Restructuring Charges, Net				(7)		99
Restructuring Plan [Abstract]
Total Restructuring Charges, Net				(7)		99
Summary Restructuring [Abstract]
Restructuring charges recognized				(7)		99
Facility Closures And Exit Costs [Member]
Restructuring And Related Cost [Line Items]
Total Restructuring Charges, Net		1		27		156
Restructuring Plan [Abstract]
Total Restructuring Charges, Net		1		27		156
Summary Restructuring [Abstract]
Restructuring charges recognized		1		27		156
Facility Closures And Exit Costs [Member] | Seeds And Genomics [Member]
Restructuring And Related Cost [Line Items]
Total Restructuring Charges, Net		1		24		75
Restructuring Plan [Abstract]
Total Restructuring Charges, Net		1		24		75
Summary Restructuring [Abstract]
Restructuring charges recognized		1		24		75
Facility Closures And Exit Costs [Member] | Agricultural Productivity [Member]
Restructuring And Related Cost [Line Items]
Total Restructuring Charges, Net				3		81
Restructuring Plan [Abstract]
Total Restructuring Charges, Net				3		81
Summary Restructuring [Abstract]
Restructuring charges recognized				3		81
Property, plant and equipment [Member]
Restructuring And Related Cost [Line Items]
Total Restructuring Charges, Net						48
Restructuring Plan [Abstract]
Total Restructuring Charges, Net						48
Summary Restructuring [Abstract]
Restructuring charges recognized						48
Property, plant and equipment [Member] | Seeds And Genomics [Member]
Restructuring And Related Cost [Line Items]
Total Restructuring Charges, Net						43
Restructuring Plan [Abstract]
Total Restructuring Charges, Net						43
Summary Restructuring [Abstract]
Restructuring charges recognized						43
Property, plant and equipment [Member] | Agricultural Productivity [Member]
Restructuring And Related Cost [Line Items]
Total Restructuring Charges, Net						5
Restructuring Plan [Abstract]
Total Restructuring Charges, Net						5
Summary Restructuring [Abstract]
Restructuring charges recognized						5
Inventory [Member]
Restructuring And Related Cost [Line Items]
Total Restructuring Charges, Net				2		132
Restructuring Plan [Abstract]
Total Restructuring Charges, Net				2		132
Summary Restructuring [Abstract]
Restructuring charges recognized				2		132
Asset impairments and write-offs				2
Inventory [Member] | Seeds And Genomics [Member]
Restructuring And Related Cost [Line Items]
Total Restructuring Charges, Net				2		119
Restructuring Plan [Abstract]
Total Restructuring Charges, Net				2		119
Summary Restructuring [Abstract]
Restructuring charges recognized				2		119
Inventory [Member] | Agricultural Productivity [Member]
Restructuring And Related Cost [Line Items]
Total Restructuring Charges, Net						13
Restructuring Plan [Abstract]
Total Restructuring Charges, Net						13
Summary Restructuring [Abstract]
Restructuring charges recognized						13
Other intangible assets [Member]
Restructuring And Related Cost [Line Items]
Total Restructuring Charges, Net						59
Restructuring Plan [Abstract]
Total Restructuring Charges, Net						59
Summary Restructuring [Abstract]
Restructuring charges recognized						59
Other intangible assets [Member] | Seeds And Genomics [Member]
Restructuring And Related Cost [Line Items]
Total Restructuring Charges, Net						59
Restructuring Plan [Abstract]
Total Restructuring Charges, Net						59
Summary Restructuring [Abstract]
Restructuring charges recognized						$ 59

XML

STOCK BASED COMPENSATION PLANS (Tables)

9 Months Ended

May 31, 2012

STOCK BASED COMPENSATION PLANS (Tables) [Abstract]

Components of Stock Based Compensation

	Three Months Ended May 31,					Nine Months Ended May 31,
(Dollars in millions)	2012		2011		2012		2011
Cost of Goods Sold	$	3	$	5	$	15	$	14
Selling, General and Administrative Expenses		20		16		63		49
Research and Development Expenses		7		7		23		20
Pre-Tax Stock-Based Compensation Expense		30		28		101		83
Income Tax Benefit		(10)		(10)		(34)		(29)
Net Stock-Based Compensation Expense	$	20	$	18	$	67	$	54

Schedule Of Stock Based Compensation Activity

	LTIP and 2005 LTIP						Director Plan
		Stock		Restricted		Restricted		Deferred		Restricted
		Options		Stock Units		Stock		Stock		Stock
Granted		2,292,040		558,685		-		21,472		4,418
Weighted-average grant date fair value	$	21.89	$	74.65	$	-	$	68.93	$	68.93
Pre-tax unrecognized compensation expense, net of estimated forfeitures as applicable	$	65.7		55.3		-		0.4		0.3
Remaining weighted-average period of expense recognition/requisite service periods in years		1.8		2.1		-		0.3		1.5

XML

Statements of Consolidated Cash Flows (Unaudited) (USD $) In Millions, unless otherwise specified	9 Months Ended
	May 31, 2012	May 31, 2011
Operating Activities:
Net Income	$ 2,312	$ 1,757
Items that did not require (provide) cash:
Depreciation and amortization	466	457
Bad-debt expense	(9)	(6)
Stock-based compensation expense	102	83
Excess tax benefits from stock-based compensation	(33)	(24)
Deferred income taxes	195	(35)
Restructuring charges, net		9
Equity affiliate income, net	(11)	(12)
Net gain on sale of a business or other assets	(3)	(5)
Other items	51	48
Changes in assets and liabilities that provided (required) cash, net of acquisitions:
Trade receivables, net	(1,773)	(1,759)
Inventory, net	(134)	69
Deferred revenues	(35)	30
Accounts payable and other accrued liabilities	(171)	678
Restructuring cash payments	(11)	(164)
Pension contributions	(57)	(47)
Other items	(36)	(135)
Net Cash Provided by Operating Activities	853	944
Cash Flows Required by Investing Activities:
Purchases of short-term investments	(444)	(430)
Maturities of short-term investments	444	180
Capital expenditures	(376)	(326)
Acquisition of businesses, net of cash acquired	(113)	(99)
Technology and other investments	(61)	(51)
Other investments and property disposal proceeds	8	19
Net Cash Required by Investing Activities	(542)	(707)
Cash Flows Required by Financing Activities:
Net change in financing with less than 90-day maturities	(86)	(40)
Short-term debt proceeds	9	59
Short-term debt reductions	(21)	(33)
Long-term debt proceeds		300
Long-term debt reductions	(142)	(192)
Payments on other financing	(2)	(3)
Debt Issuance Costs		(3)
Treasury stock purchases	(423)	(486)
Stock option exercises	69	45
Excess tax benefits from stock-based compensation	33	24
Tax withholding on restricted stock and restricted stock units	(1)	(4)
Dividend payments	(482)	(452)
Proceeds from noncontrolling interest	101	69
Dividend payments to noncontrolling interest	(76)	(50)
Net Cash Required by Financing Activities	(1,021)	(766)
Cash Assumed from Initial Consolidations of Variable Interest Entities		77
Effect of Exchange Rate Changes on Cash and Cash Equivalents	(146)	41
Net Increase (Decrease) in Cash and Cash Equivalents	(856)	(411)
Cash and Cash Equivalents at Beginning of Period	2,572	1,485
Cash and Cash Equivalents at End of Period	$ 1,716	$ 1,074

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BUSINESS COMBINATIONS

9 Months Ended

May 31, 2012

BUSINESS COMBINATIONS [Abstract]

BUSINESS COMBINATIONS

NOTE 3.       BUSINESS COMBINATIONS

2012 Acquisitions: In June 2012, Monsanto acquired 100 percent of the outstanding stock of Precision Planting, Inc., a planting technology developer based in Tremont, Illinois, for a total cash consideration of $210 million for the business, plus a performance-based payment of up to $40 million. Precision Planting develops technology to improve yields through on-farm planting performance. The acquisition of the companywill become part of Monsanto's Integrated Farming Systems unit, which utilizes advanced agronomic practices, seed genetics and innovative on-farm technology to deliver optimal yield to farmers while using fewer resources.Acquisition costs incurred in fiscal year 2012 were less than $1 million and were classified as selling, general, and administrative expenses. The acquisition of Precision Planting qualifies as a business under the Business Combinations topic of the ASC, and it is expected that goodwill and intangible assets will be recorded on the consolidated balance sheet. As of June 29, 2012, the initial accounting for the business combination has not been completed, including the measurement of certain intangible assets and goodwill.

In September 2011, Monsanto acquired 100 percent of the outstanding stock of Beeologics, a technology start-up business based in Israel, which researches and develops biological tools to provide targeted control of pests and diseases. The acquisition of the company, which qualifies as a business under the Business Combinations topic of the ASC, will allow Monsanto to further explore the use of biologicals broadly in agriculture to provide farmers with innovative approaches to the challenges they face. Monsanto intends to use the base technology from Beeologics as a part of its continuing discovery and development pipeline. Acquisition costs were approximately $1 million and were classified as selling, general, and administrative expenses. The total cash paid and the fair value of the acquisition was $113 million (net of cash acquired), and it was primarily allocated to goodwill and intangibles. The primary item that generated goodwill was the premium paid by the company for the right to control the acquired business and technology.The goodwill is deductible for tax purposes.

For the Beeologics acquisition, the business operations and expenses related toemployees are included in the Seeds and Genomics segment results. The estimated fair values of the assets and liabilities, summarized in the table below, of the acquired entity represent the preliminary purchase price allocation. These allocations will be finalized as soon as the information becomes available, however not to exceed one year from the acquisition date.

(Dollars in millions)			Beeologics Acquisition
Current Assets		$	2
Goodwill			81
Other Intangible Assets			46
Acquired In-process Research and Development			3
Other Assets			5
Total Assets Acquired			137
Current Liabilities			11
Other Liabilities			12
Total Liabilities Assumed			23
Net Assets Acquired		$	114
Supplemental Information:
	Net assets acquired	$	114
	Cash acquired		1
	Cash paid, net of cash acquired	$	113

Pro forma information related to the acquisition is not presented because the impact on the Company's consolidated results of operations is not significant.

2011 Acquisitions: In February 2011, Monsanto acquired 100 percent of the outstanding stock of Divergence, Inc., a biotechnology research and development company located in St. Louis, Missouri. Acquisition costs were less than $1 million and were classified as selling, general, and administrative expenses. The total cash paid and the fair value of the acquisition was $71 million (net of cash acquired), and the purchase price was primarily allocated to intangibles and goodwill. The primary items that generated the 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.

In December 2010, Monsanto acquired 100 percent of the outstanding stock of Pannon Seeds, a seed processing plant located in Hungary, from IKR Production Development and Commercial Corporation. The acquisition of this plant, which qualifies as a business under the Business Combinations topic of the ASC, allows Monsanto to reduce third party seed production in Hungary. Acquisition costs were less than $1 million and were classified as selling, general, and administrative expenses. The total fair value of the acquisition was $32 million, and the purchase price was primarily allocated to fixed assets and goodwill. This fair value includes $28 million of cash paid (net of cash acquired) and $4 million related to assumed liabilities. The primary items that generated the 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.

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FINANCIAL INSTRUMENTS - FAIR VALUE AND NOTIONAL AMOUNTS (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	May 31, 2012	Aug. 31, 2011
Derivative, Fair Value, Net [Abstract]
Derivative Asset, Fair Value, Net	$ 44	$ 147
Derivative Liability, Fair Value, Net	224	94
Additional Information [Abstract]
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion	4
Derivative Net Liability Position Aggregate Fair Value	139	50
Designated as Hedging Instrument
Derivative, Fair Value, Net [Abstract]
Derivative Asset, Fair Value, Net	22	110
Derivative Liability, Fair Value, Net	173	59
Notional Amount of Derivatives, [Abstract]
Notional Amount of Derivatives	1,695	1,351
Not Designated as Hedging Instrument
Derivative, Fair Value, Net [Abstract]
Derivative Asset, Fair Value, Net	22	37
Derivative Liability, Fair Value, Net	51	35
Notional Amount of Derivatives, [Abstract]
Notional Amount of Derivatives	1,683	1,184
Foreign Exchange Contracts
Notional Amount of Derivatives, [Abstract]
Maximum Length Of Time Hedged In Cash Flow Hedge	15
Foreign Exchange Contracts | Designated as Hedging Instrument
Notional Amount of Derivatives, [Abstract]
Notional Amount of Derivatives	358	359
Foreign Exchange Contracts | Not Designated as Hedging Instrument
Notional Amount of Derivatives, [Abstract]
Notional Amount of Derivatives	1,043	779
Commodity Contracts
Notional Amount of Derivatives, [Abstract]
Maximum Length Of Time Hedged In Cash Flow Hedge	35
Commodity Contracts | Designated as Hedging Instrument
Notional Amount of Derivatives, [Abstract]
Notional Amount of Derivatives	862	517
Commodity Contracts | Not Designated as Hedging Instrument
Notional Amount of Derivatives, [Abstract]
Notional Amount of Derivatives	433	181
Interest Rate Contracts
Notional Amount of Derivatives, [Abstract]
Maximum Length Of Time Hedged In Cash Flow Hedge	3
Interest Rate Contracts | Designated as Hedging Instrument
Notional Amount of Derivatives, [Abstract]
Notional Amount of Derivatives	475	475
Interest Rate Contracts | Not Designated as Hedging Instrument
Notional Amount of Derivatives, [Abstract]
Notional Amount of Derivatives	162	153
Grower Contracts | Not Designated as Hedging Instrument
Notional Amount of Derivatives, [Abstract]
Notional Amount of Derivatives	45	71
Miscellaneous Receivables | Foreign Exchange Contracts | Designated as Hedging Instrument
Derivative, Fair Value, Net [Abstract]
Derivative Asset, Fair Value, Net	9	1
Miscellaneous Receivables | Foreign Exchange Contracts | Not Designated as Hedging Instrument
Derivative, Fair Value, Net [Abstract]
Derivative Asset, Fair Value, Net	7	2
Miscellaneous Receivables | Commodity Contracts | Not Designated as Hedging Instrument
Derivative, Fair Value, Net [Abstract]
Derivative Asset, Fair Value, Net	8	2
Other Assets | Foreign Exchange Contracts | Designated as Hedging Instrument
Derivative, Fair Value, Net [Abstract]
Derivative Asset, Fair Value, Net	7
Other Assets | Commodity Contracts | Designated as Hedging Instrument
Derivative, Fair Value, Net [Abstract]
Derivative Asset, Fair Value, Net	1	16
Derivative Liability, Fair Value, Net	8
Other Assets | Grower Contracts | Not Designated as Hedging Instrument
Derivative, Fair Value, Net [Abstract]
Derivative Liability, Fair Value, Net	4
Other Current Assets | Commodity Contracts | Designated as Hedging Instrument
Derivative, Fair Value, Net [Abstract]
Derivative Asset, Fair Value, Net	5	93
Derivative Liability, Fair Value, Net	35	2
Other Current Assets | Commodity Contracts | Not Designated as Hedging Instrument
Derivative, Fair Value, Net [Abstract]
Derivative Asset, Fair Value, Net		3
Other Current Assets | Grower Contracts | Not Designated as Hedging Instrument
Derivative, Fair Value, Net [Abstract]
Derivative Asset, Fair Value, Net	1
Trade Receivables, net | Commodity Contracts | Not Designated as Hedging Instrument
Derivative, Fair Value, Net [Abstract]
Derivative Asset, Fair Value, Net	6	30
Derivative Liability, Fair Value, Net	13	1
Miscellaneous Short Term Accruals | Foreign Exchange Contracts | Designated as Hedging Instrument
Derivative, Fair Value, Net [Abstract]
Derivative Liability, Fair Value, Net		9
Miscellaneous Short Term Accruals | Foreign Exchange Contracts | Not Designated as Hedging Instrument
Derivative, Fair Value, Net [Abstract]
Derivative Liability, Fair Value, Net	30	5
Miscellaneous Short Term Accruals | Commodity Contracts | Designated as Hedging Instrument
Derivative, Fair Value, Net [Abstract]
Derivative Liability, Fair Value, Net	11	6
Miscellaneous Short Term Accruals | Commodity Contracts | Not Designated as Hedging Instrument
Derivative, Fair Value, Net [Abstract]
Derivative Liability, Fair Value, Net	4	29
Miscellaneous Short Term Accruals | Interest Rate Contracts | Designated as Hedging Instrument
Derivative, Fair Value, Net [Abstract]
Derivative Liability, Fair Value, Net	112	38
Other Liabilities | Commodity Contracts | Designated as Hedging Instrument
Derivative, Fair Value, Net [Abstract]
Derivative Liability, Fair Value, Net	$ 7	$ 4

XML

SUPPLEMENTAL CASH FLOW INFORMATION

9 Months Ended

May 31, 2012

SUPPLEMENTAL CASH FLOW INFORMATION [Abstract]

SUPPLEMENTAL CASH FLOW INFORMATION

NOTE 20.        SUPPLEMENTAL CASH FLOW INFORMATION

Cash payments for interest and taxes were as follows:

		Nine Months Ended May 31,
(Dollars in millions)	2012		2011
Interest	$	112	$	106
Taxes		513		272

XML

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

May 31, 2012

FAIR VALUE MEASUREMENTS (Tables) [Abstract]

Assets and Liabilities Measured at Fair Value on a Recurring Basis

				Fair Value Measurements at May 31, 2012, Using
										Cash
										Collateral		Net
(Dollars in millions)				Level 1		Level 2		Level 3		Offset(1)		Balance
Assets at Fair Value:
	Cash equivalents		$	1,392	$	—	$	—	$	—	$	1,392
	Short-term investments			302		—		—		—		302
	Equity securities			36		—		—		—		36
	Derivative assets related to:
		Foreign currency		—		23		—		—		23
		Corn		—		13		—		—		13
		Soybeans		5		2		—		(5)		2
		Grower contracts		—		1		—		—		1
Total Assets at Fair Value			$	1,735	$	39	$	—	$	(5)	$	1,769
Liabilities at Fair Value:
	Derivative liabilities related to:
		Foreign currency	$	—	$	30	$	—	$	—	$	30
		Interest rates		—		112		—		—		112
		Corn		40		13		—		(34)		19
		Soybeans		7		—		—		(7)		—
		Energy and raw materials		—		19		—		—		19
		Grower contracts		—		3		—		—		3
Liabilities at Fair Value			$	47	$	177	$	—	$	(41)	$	183
Liabilities Not Recorded at Fair Value:
	Short-term debt instruments(2)		$	—	$	639	$	—	$	—	$	639
	Long-term debt instruments(2)			—		1,904		—		—		1,904
Liabilities Not Recorded at Fair Value			$	—	$	2,543	$	—	$	—	$	2,543
Total Liabilities Recorded and Not Recorded at Fair Value			$	47	$	2,720	$	—	$	(41)	$	2,726

				Fair Value Measurements at Aug. 31, 2011, Using
										Cash
										Collateral			Net
(Dollars in millions)				Level 1		Level 2		Level 3		Offset	(1)		Balance
Assets at Fair Value:
	Cash equivalents		$	1,896	$	—	$	—	$	—		$	1,896
	Short-term investments			302		—		—		—			302
	Equity securities			26		—		—		—			26
	Derivative assets related to:
		Foreign currency		—		3		—		—			3
		Corn		88		30		—		(84)			34
		Soybeans		21		2		—		(21)			2
		Energy and raw materials		—		3		—		—			3
Total Assets at Fair Value			$	2,333	$	38	$	—	$	(105)		$	2,266
Liabilities at Fair Value:
	Derivative liabilities related to:
		Foreign currency	$	—	$	14	$	—	$	—		$	14
		Interest rates		—		38		—		—			38
		Corn		2		30		—		—			32
		Soybeans		—		1		—		—			1
		Energy and raw materials		—		9		—		—			9
Total Liabilities at Fair Value			$	2	$	92	$	—	$	—		$	94

Level 3 Rollforward

XML

DEBT AND OTHER CREDIT ARRANGEMENTS

9 Months Ended

May 31, 2012

DEBT AND OTHER CREDIT ARRANGEMENTS [Abstract]

DEBT AND OTHER CREDIT ARRANGEMENTS

NOTE 13.        DEBT AND OTHER CREDIT ARRANGEMENTS

In November 2011, Monsanto filed a new shelf registration with the SEC (2011 shelf registration) that allows the company to issue an unlimited capacity of debt, equity and hybrid offerings. The 2011 shelf registration will expire in November 2014.

In April 2011, Monsanto issued $300 million of 2.75% Senior Notes under the 2008 shelf registration, which are due on April 15, 2016 (2.75% 2016 Senior Notes). The net proceeds from the sale of the 2.75% 2016 Senior Notes were used for general corporate purposes, including refinancing of the company's indebtedness.

Monsanto has a $2 billion credit facility agreement with a group of banks that provides a senior unsecured revolving credit facility through April 1, 2016. Effective May 31, 2012, the facility was extended one year from April 1, 2015, to April 1, 2016.

In June 2012, Monsanto revised the estimated issue date of the new fixed-rate debt to on or before July13, 2012, to repay $485 million of 7⅜% 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 losses, net of tax, of $28 million and $14 million were recorded in accumulated other comprehensive loss to reflect the aftertax change in the fair value of the forward-starting interest rate swaps as of May 31, 2012, and Aug. 31, 2011, respectively. In August 2010, the company entered into forward-starting interest rate swaps with a total notional amount of $225 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 losses, net of tax, of $41 million and $10 million were recorded in accumulated other comprehensive loss to reflect the aftertax change in the fair value of the forward-starting interest rate swaps as of May 31, 2012, and Aug. 31, 2011, respectively. These swaps are accounted for under the Derivatives and Hedging topic of the ASC.

The fair value of the total short-term debt was $639 million and $710 million as of May 31, 2012, and Aug. 31, 2011, respectively. The fair value of the total long-term debt was $1,904 million and $1,797 million as of May 31, 2012, and Aug. 31, 2011, respectively.