ITEM 2.05 Costs Associated with Exit or Disposal Activities.

On June 23, 2009, Monsanto committed to take future actions to reduce costs in light of the increased market supply environment for glyphosate. The company will create a separate division for its Roundup® and other herbicides business, which is expected to better align spending and working capital needs. This action is designed to enable Monsanto to stabilize the Roundup® business and allow it to deliver optimal gross profit and a sustainable level of operating cash in the coming years. The company also announced that it will take steps to better align the resources of its global seeds and traits business. Together, these actions will include a reduction of approximately 900 employees across the entire company. The scope of reductions will vary from country to country and is expected to be less than four percent of the company's global workforce. These actions are expected to require a restructuring charge estimated at approximately $350 million to $400 million in the fourth-quarter of fiscal year 2009. The company expects to complete its restructuring in fiscal year 2010. At this time, the company is not able, in good faith, to make a determination of the estimated amount or range of amounts to be incurred for each major type of cost nor the charge that will result in future cash expenditures. The company will file an amendment to this report upon the determination of such amounts.

Cautionary Statements Regarding Forward-Looking Information:

Certain statements contained in this Current Report on Form 8-K are "forward-looking statements," such as statements concerning the company's anticipated financial results, business and financial plans and other non-historical facts. These statements are based on current expectations and currently available information. However, since these statements are based on factors that involve risks and uncertainties, the 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 detailed in the company's most recent reports on Forms 10-Q and 10-K. Undue reliance should not be placed on these forward-looking statements, which are current only as of the date of this Current Report on Form 8-K. The company disclaims any current intention or obligation to update any forward-looking statements or any of the factors that may affect actual results.

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