|
Delaware
|
|
43-1878297
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
800 North Lindbergh Blvd., St. Louis, Missouri
|
|
63167
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
Registrant’s telephone number including area code:
|
|
(314) 694-1000
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock $0.01 par value
|
|
New York Stock Exchange
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
||
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Page
|
|
Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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MONSANTO COMPANY
|
|
2014 FORM 10-K
|
Major Products
|
|
Applications
|
|
Major Brands
|
Germplasm
|
|
Row crop seeds:
Corn hybrids and foundation seed
Soybean varieties and foundation seed
Cotton varieties, hybrids and foundation seed
Other row crop varieties and hybrids, such as canola
|
|
DEKALB
,
Channel
for corn
Asgrow
for soybeans
Deltapine
for cotton
|
|
|
Vegetable seeds:
Open field and protected-culture seed for tomato, pepper, melon, cucumber, pumpkin, squash, beans, broccoli, onions, and lettuce, among others
|
|
Seminis
and
De Ruiter
for vegetable seeds
|
Biotechnology traits
(1)
|
|
Enable crops to protect themselves from borers and rootworm in corn, certain lepidopteran insects in soybeans, and leaf- and boll-feeding worms in cotton, reducing the need for applications of insecticides
|
|
SmartStax, YieldGard, YieldGard VT Triple,
VT Triple PRO
and
VT Double PRO
for corn;
Intacta RR2 PRO
for soybeans;
Bollgard
and
Bollgard II
for cotton
|
|
|
Enable crops, such as corn, soybeans, cotton and canola, to be tolerant of
Roundup
and other glyphosate-based herbicides
|
|
Roundup Ready
and
Roundup Ready 2 Yield
(soybeans only)
Genuity
, global umbrella trait brand
|
(1)
|
Monsanto also offers farmers stacked-trait products, which are single-seed products in which two or more traits are combined.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
Major Products
|
|
Applications
|
|
Major Brands
|
Herbicides
|
|
Nonselective agricultural, industrial, ornamental, turf and residential lawn and garden applications for weed control
Control of preemergent annual grass and small seeded broadleaf weeds in corn and other crops
|
|
Roundup
branded
products
Harness
for corn and
cotton
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
Dividends per Share
|
|
1st
Quarter
|
|
2nd
Quarter
|
|
3rd
Quarter
|
|
4th
Quarter
|
|
Fiscal
Year
|
||
2014
|
|
$—
|
|
$0.86
(1)
|
|
$—
|
|
$0.92
(1)
|
|
$1.78
|
||
2013
|
|
$—
|
|
$0.75
(2)
|
|
$—
|
|
$0.81
(2)
|
|
$1.56
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Common Stock Price
|
|
1st
Quarter
|
|
2nd
Quarter
|
|
3rd
Quarter
|
|
4th
Quarter
|
|
Fiscal
Year
|
||
2014
|
|
High
|
|
$114.50
|
|
$117.50
|
|
$122.00
|
|
$128.79
|
|
$128.79
|
|
|
Low
|
|
98.84
|
|
104.08
|
|
109.24
|
|
112.13
|
|
98.84
|
2013
|
|
High
|
|
$93.00
|
|
$104.19
|
|
$109.33
|
|
$106.80
|
|
$109.33
|
|
|
Low
|
|
82.70
|
|
88.56
|
|
98.92
|
|
94.00
|
|
82.70
|
(1)
|
Monsanto's board of directors declared four dividends in 2014, $0.43 per share on Dec. 9, 2013, $0.43 per share on Jan. 28, 2014, $0.43 per share on June 6, 2014, and $0.49 per share on Aug. 5, 2014.
|
(2)
|
Monsanto's board of directors declared four dividends in 2013, $0.375 per share on Dec. 3, 2012, $0.375 per share on Jan. 31, 2013, $0.375 per share on June 6, 2013, and $0.43 per share on Aug. 6, 2013.
|
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
|
|
||||||
June 2014:
|
|
|
|
|
|
|
|
|
||||||
June 1, 2014, through June 30, 2014
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,056,511,363
|
|
|
July 2014:
|
|
|
|
|
|
|
|
|
||||||
July 1, 2014, through July 31, 2014
|
39,338,010
|
|
|
$
|
124.20
|
|
|
39,338,010
|
|
|
$
|
4,970,601,586
|
|
(2)
|
August 2014:
|
|
|
|
|
|
|
|
|
||||||
Aug. 1, 2014, through Aug. 31, 2014
|
786,254
|
|
|
$
|
116.65
|
|
|
786,254
|
|
|
$
|
4,878,881,716
|
|
(2)
|
Total
|
40,124,264
|
|
|
$
|
124.06
|
|
|
40,124,264
|
|
|
$
|
4,878,881,716
|
|
(2)
|
(1)
|
The average price paid per share is calculated on a trade date basis and excludes commission.
|
(2)
|
The approximate dollar value of shares that may yet be purchased under the plans or programs is reduced by the $1.2 billion that reflects the aggregate value of the stock held back by JPMorgan and Goldman Sachs pending final settlement of our company’s accelerated share repurchase agreements with those firms per Note 21 - Capital Stock.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||||||||||||
(Dollars in millions, except per share amounts and ratios)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Operating Results:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
15,855
|
|
|
$
|
14,861
|
|
|
$
|
13,504
|
|
|
$
|
11,822
|
|
|
$
|
10,483
|
|
Income from operations
|
4,075
|
|
|
3,570
|
|
|
3,148
|
|
|
2,502
|
|
|
1,603
|
|
|||||
Income from continuing operations including portion attributable to noncontrolling Interest
|
2,749
|
|
|
2,514
|
|
|
2,087
|
|
|
1,657
|
|
|
1,111
|
|
|||||
Income on discontinued operations
|
13
|
|
|
11
|
|
|
6
|
|
|
2
|
|
|
4
|
|
|||||
Net income attributable to Monsanto Company
|
2,740
|
|
|
2,482
|
|
|
2,045
|
|
|
1,607
|
|
|
1,096
|
|
|||||
Basic Earnings per Share Attributable to Monsanto Company:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
5.25
|
|
|
$
|
4.63
|
|
|
$
|
3.82
|
|
|
$
|
2.99
|
|
|
$
|
2.01
|
|
Income on discontinued operations
|
0.03
|
|
|
0.02
|
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|||||
Net income attributable to Monsanto Company
|
5.28
|
|
|
4.65
|
|
|
3.83
|
|
|
3.00
|
|
|
2.02
|
|
|||||
Diluted Earnings per Share Attributable to Monsanto Company:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
5.19
|
|
|
$
|
4.58
|
|
|
$
|
3.78
|
|
|
$
|
2.96
|
|
|
$
|
1.99
|
|
Income on discontinued operations
|
0.03
|
|
|
0.02
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to Monsanto Company
|
5.22
|
|
|
4.60
|
|
|
3.79
|
|
|
2.96
|
|
|
1.99
|
|
|||||
Financial Position at End of Period:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
21,981
|
|
|
$
|
20,664
|
|
|
$
|
20,224
|
|
|
$
|
19,844
|
|
|
$
|
17,852
|
|
Working capital
(1)
|
4,563
|
|
|
5,741
|
|
|
5,437
|
|
|
4,080
|
|
|
3,494
|
|
|||||
Current ratio
(1)
|
1.89:1
|
|
|
2.32:1
|
|
|
2.29:1
|
|
|
1.86:1
|
|
|
1.98:1
|
|
|||||
Long-term debt
|
7,528
|
|
|
2,061
|
|
|
2,038
|
|
|
1,543
|
|
|
1,862
|
|
|||||
Debt-to-capital ratio
(2)
|
50
|
%
|
|
14
|
%
|
|
15
|
%
|
|
16
|
%
|
|
17
|
%
|
|||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per share
|
$
|
1.78
|
|
|
$
|
1.56
|
|
|
$
|
1.28
|
|
|
$
|
1.14
|
|
|
$
|
1.08
|
|
Stock price per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
128.79
|
|
|
$
|
109.33
|
|
|
$
|
89.73
|
|
|
$
|
77.09
|
|
|
$
|
87.06
|
|
Low
|
$
|
98.84
|
|
|
$
|
82.70
|
|
|
$
|
58.89
|
|
|
$
|
47.07
|
|
|
$
|
44.61
|
|
End of period
|
$
|
115.65
|
|
|
$
|
97.89
|
|
|
$
|
87.11
|
|
|
$
|
68.93
|
|
|
$
|
52.65
|
|
Basic shares outstanding
|
519.3
|
|
|
533.7
|
|
|
534.1
|
|
|
536.5
|
|
|
543.7
|
|
|||||
Diluted shares outstanding
|
524.9
|
|
|
539.7
|
|
|
540.2
|
|
|
542.4
|
|
|
550.8
|
|
(1)
|
Working capital is total current assets less total current liabilities; current ratio represents total current assets divided by total current liabilities.
|
(2)
|
Debt-to-capital ratio is the sum of short-term and long-term debt, divided by total Monsanto Company shareowner's equity, short-term and long-term debt.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Year Ended Aug. 31,
|
|
Change
|
||||||||||||||
(Dollars in millions, except per share amounts)
|
2014
|
|
2013
|
|
2012
|
|
2014 vs.
2013
|
|
2013 vs.
2012
|
||||||||
Net Sales
|
$
|
15,855
|
|
|
$
|
14,861
|
|
|
$
|
13,504
|
|
|
7
|
%
|
|
10
|
%
|
Cost of goods sold
|
7,281
|
|
|
7,208
|
|
|
6,459
|
|
|
1
|
%
|
|
12
|
%
|
|||
Gross Profit
|
8,574
|
|
|
7,653
|
|
|
7,045
|
|
|
12
|
%
|
|
9
|
%
|
|||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
2,774
|
|
|
2,550
|
|
|
2,380
|
|
|
9
|
%
|
|
7
|
%
|
|||
Research and development expenses
|
1,725
|
|
|
1,533
|
|
|
1,517
|
|
|
13
|
%
|
|
1
|
%
|
|||
Total Operating Expenses
|
4,499
|
|
|
4,083
|
|
|
3,897
|
|
|
10
|
%
|
|
5
|
%
|
|||
Income from Operations
|
4,075
|
|
|
3,570
|
|
|
3,148
|
|
|
14
|
%
|
|
13
|
%
|
|||
Interest expense
|
248
|
|
|
172
|
|
|
191
|
|
|
44
|
%
|
|
(10
|
)%
|
|||
Interest income
|
(102
|
)
|
|
(92
|
)
|
|
(77
|
)
|
|
11
|
%
|
|
19
|
%
|
|||
Other expense, net
|
102
|
|
|
61
|
|
|
46
|
|
|
67
|
%
|
|
33
|
%
|
|||
Income from Continuing Operations Before Income Taxes
|
3,827
|
|
|
3,429
|
|
|
2,988
|
|
|
12
|
%
|
|
15
|
%
|
|||
Income tax provision
|
1,078
|
|
|
915
|
|
|
901
|
|
|
18
|
%
|
|
2
|
%
|
|||
Income from Continuing Operations Including Portion Attributable to Noncontrolling Interest
|
2,749
|
|
|
2,514
|
|
|
2,087
|
|
|
9
|
%
|
|
20
|
%
|
|||
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
||||||||
Income from operations of discontinued businesses
|
22
|
|
|
17
|
|
|
10
|
|
|
NM
|
|
|
NM
|
|
|||
Income tax provision
|
9
|
|
|
6
|
|
|
4
|
|
|
NM
|
|
|
NM
|
|
|||
Income on Discontinued Operations
|
13
|
|
|
11
|
|
|
6
|
|
|
NM
|
|
|
NM
|
|
|||
Net Income
|
$
|
2,762
|
|
|
$
|
2,525
|
|
|
$
|
2,093
|
|
|
9
|
%
|
|
21
|
%
|
Less: Net income attributable to noncontrolling interest
|
22
|
|
|
43
|
|
|
48
|
|
|
(49
|
)%
|
|
(10
|
)%
|
|||
Net Income Attributable to Monsanto Company
|
$
|
2,740
|
|
|
$
|
2,482
|
|
|
$
|
2,045
|
|
|
10
|
%
|
|
21
|
%
|
Diluted Earnings per Share Attributable to Monsanto Company:
|
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
5.19
|
|
|
$
|
4.58
|
|
|
$
|
3.78
|
|
|
13
|
%
|
|
21
|
%
|
Income on discontinued operations
|
0.03
|
|
|
0.02
|
|
|
0.01
|
|
|
NM
|
|
|
NM
|
|
|||
Net Income Attributable to Monsanto Company
|
$
|
5.22
|
|
|
$
|
4.60
|
|
|
$
|
3.79
|
|
|
13
|
%
|
|
21
|
%
|
NM = Not Meaningful
|
|
|
|
|
|
|
|
|
|
||||||||
Effective Tax Rate
|
28
|
%
|
|
27
|
%
|
|
30
|
%
|
|
|
|
|
|||||
Comparison as a Percent of Net Sales:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
46
|
%
|
|
49
|
%
|
|
48
|
%
|
|
|
|
|
|||||
Gross profit
|
54
|
%
|
|
51
|
%
|
|
52
|
%
|
|
|
|
|
|||||
Selling, general and administrative expenses
|
17
|
%
|
|
17
|
%
|
|
18
|
%
|
|
|
|
|
|||||
Research and development expenses
|
11
|
%
|
|
10
|
%
|
|
11
|
%
|
|
|
|
|
|||||
Total operating expenses
|
28
|
%
|
|
27
|
%
|
|
29
|
%
|
|
|
|
|
|||||
Income from continuing operations before income taxes
|
24
|
%
|
|
23
|
%
|
|
22
|
%
|
|
|
|
|
|||||
Net income attributable to Monsanto Company
|
17
|
%
|
|
17
|
%
|
|
15
|
%
|
|
|
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
2014 Percentage Change in Net Sales vs. 2013
|
||||||
|
Volume
|
|
Price
|
|
Currency
|
|
Total
|
Seeds and Genomics Segment
|
(1)%
|
|
6%
|
|
(1)%
|
|
4%
|
Agricultural Productivity Segment
|
5%
|
|
10%
|
|
(2)%
|
|
13%
|
Total Monsanto Company
|
1%
|
|
7%
|
|
(1)%
|
|
7%
|
|
2014 Percentage Change in Cost of Goods Sold vs. 2013
|
||||||
|
Volume
|
|
Costs
|
|
Currency
|
|
Total
|
Seeds and Genomics Segment
|
1%
|
|
(2)%
|
|
(2)%
|
|
(3)%
|
Agricultural Productivity Segment
|
5%
|
|
2%
|
|
(1)%
|
|
6%
|
Total Monsanto Company
|
3%
|
|
(1)%
|
|
(1)%
|
|
1%
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
2013 Percentage Change in Net Sales vs. 2012
|
||||||
|
Volume
|
|
Price
|
|
Currency
|
|
Total
|
Seeds and Genomics Segment
|
4%
|
|
4%
|
|
(2)%
|
|
6%
|
Agricultural Productivity Segment
|
6%
|
|
19%
|
|
(3)%
|
|
22%
|
Total Monsanto Company
|
4%
|
|
8%
|
|
(2)%
|
|
10%
|
|
2013 Percentage Change in Cost of Goods Sold vs. 2012
|
||||||
|
Volume
|
|
Costs
|
|
Currency
|
|
Total
|
Seeds and Genomics Segment
|
3%
|
|
12%
|
|
(1)%
|
|
14%
|
Agricultural Productivity Segment
|
4%
|
|
6%
|
|
(2)%
|
|
8%
|
Total Monsanto Company
|
5%
|
|
9%
|
|
(2)%
|
|
12%
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Year Ended Aug. 31,
|
|
Change
|
||||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||
Net Sales
|
|
|
|
|
|
|
|
|
|
||||||||
Corn seed and traits
|
$
|
6,401
|
|
|
$
|
6,596
|
|
|
$
|
5,814
|
|
|
(3
|
)%
|
|
13
|
%
|
Soybean seed and traits
|
2,102
|
|
|
1,653
|
|
|
1,771
|
|
|
27
|
%
|
|
(7
|
)%
|
|||
Cotton seed and traits
|
665
|
|
|
695
|
|
|
779
|
|
|
(4
|
)%
|
|
(11
|
)%
|
|||
Vegetable seeds
|
867
|
|
|
821
|
|
|
851
|
|
|
6
|
%
|
|
(4
|
)%
|
|||
All other crops seeds and traits
|
705
|
|
|
575
|
|
|
574
|
|
|
23
|
%
|
|
—
|
%
|
|||
Total Net Sales
|
$
|
10,740
|
|
|
$
|
10,340
|
|
|
$
|
9,789
|
|
|
4
|
%
|
|
6
|
%
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
||||||||
Corn seed and traits
|
$
|
3,932
|
|
|
$
|
3,929
|
|
|
$
|
3,589
|
|
|
—
|
%
|
|
9
|
%
|
Soybean seed and traits
|
1,364
|
|
|
948
|
|
|
1,160
|
|
|
44
|
%
|
|
(18
|
)%
|
|||
Cotton seed and traits
|
461
|
|
|
519
|
|
|
585
|
|
|
(11
|
)%
|
|
(11
|
)%
|
|||
Vegetable seeds
|
401
|
|
|
337
|
|
|
419
|
|
|
19
|
%
|
|
(20
|
)%
|
|||
All other crops seeds and traits
|
438
|
|
|
350
|
|
|
306
|
|
|
25
|
%
|
|
14
|
%
|
|||
Total Gross Profit
|
$
|
6,596
|
|
|
$
|
6,083
|
|
|
$
|
6,059
|
|
|
8
|
%
|
|
—
|
%
|
EBIT
(1)
|
$
|
2,607
|
|
|
$
|
2,412
|
|
|
$
|
2,570
|
|
|
8
|
%
|
|
(6
|
)%
|
(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 26 — Segment and Geographic Data — and the “Overview — Non-GAAP Financial Measures” section of MD&A for further details.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Year Ended Aug. 31,
|
|
Change
|
||||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||
Net Sales
|
|
|
|
|
|
|
|
|
|
||||||||
Agricultural Productivity
|
$
|
5,115
|
|
|
$
|
4,521
|
|
|
$
|
3,715
|
|
|
13
|
%
|
|
22
|
%
|
Total Net Sales
|
$
|
5,115
|
|
|
$
|
4,521
|
|
|
$
|
3,715
|
|
|
13
|
%
|
|
22
|
%
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
||||||||
Agricultural Productivity
|
1,978
|
|
|
1,570
|
|
|
986
|
|
|
26
|
%
|
|
59
|
%
|
|||
Total Gross Profit
|
$
|
1,978
|
|
|
$
|
1,570
|
|
|
$
|
986
|
|
|
26
|
%
|
|
59
|
%
|
EBIT
(1)
|
$
|
1,345
|
|
|
$
|
1,048
|
|
|
$
|
477
|
|
|
28
|
%
|
|
120
|
%
|
(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 26 — Segment and Geographic Data — and the “Overview — Non-GAAP Financial Measures” section of MD&A for further details.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
As of Aug. 31,
|
||||||
(Dollars in millions, except current ratio)
|
2014
|
|
2013
|
||||
Cash and Cash Equivalents
(1)
|
$
|
2,367
|
|
|
$
|
3,668
|
|
Trade Receivables, Net
(1)
|
2,014
|
|
|
1,715
|
|
||
Inventory, Net
|
3,597
|
|
|
2,947
|
|
||
Other Current Assets
(2)
|
1,697
|
|
|
1,747
|
|
||
Total Current Assets
|
$
|
9,675
|
|
|
$
|
10,077
|
|
Short-Term Debt
(1)
|
$
|
233
|
|
|
$
|
51
|
|
Accounts Payable
(1)
|
1,111
|
|
|
995
|
|
||
Accrued Liabilities
(1)(3)
|
3,768
|
|
|
3,290
|
|
||
Total Current Liabilities
|
$
|
5,112
|
|
|
$
|
4,336
|
|
Working Capital
(4)
|
$
|
4,563
|
|
|
$
|
5,741
|
|
Current Ratio
(4)
|
1.89:1
|
|
|
2.32:1
|
|
(1)
|
Includes restrictions as a result of our variable interest entities. See the Statements of Consolidated Financial Position and Note
7
—
Variable Interest Entities
— for more information.
|
(2)
|
Includes short-term investments, miscellaneous receivables, deferred tax assets and other current assets.
|
(3)
|
Includes income taxes payable, accrued compensation and benefits, accrued marketing programs, deferred revenues, grower production accruals, dividends payable, customer payable and miscellaneous short-term accruals.
|
(4)
|
Working capital is total current assets less total current liabilities; current ratio represents total current assets divided by total current liabilities.
|
•
|
Cash and cash equivalents decreased
$1,301 million
. For a more detailed discussion of the factors affecting the cash flow comparison, see the “Cash Flow” section in this section of MD&A.
|
•
|
Other current assets decreased
$50 million
due to a
$214 million
decrease in short-term investments to fund operations and investments, offset by increases in miscellaneous receivables due to an increase in value added tax receivable, deferred tax assets, and fiduciary assets from the acquisition of The Climate Corporation.
|
•
|
Short-term debt increased
$182 million
as a result of the recognition of redeemable shares related to a consolidated variable interest entity and additional short-term borrowings in Europe and Brazil.
|
•
|
Accounts payable increased
$116 million
primarily due to the acquisition of The Climate Corporation and timing of payments in Brazil and Europe.
|
•
|
Accrued liabilities increased
$478 million
primarily due to the following fluctuations:
|
◦
|
Accrued marketing programs increased
$316 million
due to increased sales and recording of amounts within accounts receivable with the right of offset primarily in the U.S., and an increase in Brazil related primarily to cotton seed and traits.
|
◦
|
Miscellaneous short-term accruals increased
$150 million
primarily due to higher accrued interest on increased debt, the acquisition of The Climate Corporation and higher deferred tax liabilities.
|
•
|
Trade receivables, net increased
$299 million
primarily due to increased revenue from royalty agreements in the U.S., the timing of cash receipts in the U.S. and increased sales in Brazil and Europe, offset by accrued marketing programs with the right of offset primarily in the U.S.
|
•
|
Inventory, net increased
$650 million
between respective periods primarily from our seeds and genomics segment due to larger corn seed and traits production plans to rebuild inventory volume following the prior year drought in the U.S. and to meet demand in Europe, in addition to higher production plans for soybeans in the U.S. and lower than expected corn seeds and traits sales volume in Brazil in fiscal year 2014. Agricultural productivity contributed to this increase as a result of expected fiscal year 2015 demand.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Net Cash Provided by Operating Activities
|
$
|
3,054
|
|
|
$
|
2,740
|
|
|
$
|
3,051
|
|
Net Cash Required by Investing Activities
|
(2,095
|
)
|
|
(777
|
)
|
|
(1,034
|
)
|
|||
Free Cash Flow
(1)
|
959
|
|
|
1,963
|
|
|
2,017
|
|
|||
Net Cash Required by Financing Activities
|
(2,259
|
)
|
|
(1,485
|
)
|
|
(1,165
|
)
|
|||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
(1
|
)
|
|
(93
|
)
|
|
(141
|
)
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
(1,301
|
)
|
|
385
|
|
|
711
|
|
|||
Cash and Cash Equivalents at Beginning of Period
|
3,668
|
|
|
3,283
|
|
|
2,572
|
|
|||
Cash and Cash Equivalents at End of Period
|
$
|
2,367
|
|
|
$
|
3,668
|
|
|
$
|
3,283
|
|
(1)
|
Free cash flow represents the total of net cash provided or required by operating activities and provided or required by investing activities (see the “Overview — Non-GAAP Financial Measures” section in MD&A for a further discussion).
|
•
|
Increased earnings from fiscal year 2013 to fiscal year 2014; and
|
•
|
Decrease in payments for accounts payable and accrued liabilities primarily due to timing of payments and increased accrued marketing programs.
|
•
|
Increase in payments for inventory due to higher production plans for corn and soybeans and inventory build for agriculture productivity;
|
•
|
Increase in receivables due to increased revenue from royalty agreements in the U.S., the timing of cash receipts in the U.S. and increased sales in Brazil and Europe;
|
•
|
Decrease in receipts of deferred revenues due to higher fiscal year 2013 deferred revenue balance in Brazil; and
|
•
|
Increase in tax payments due to increased earnings and timing of tax payments.
|
•
|
Increased treasury stock purchases resulting from the ASR agreements, as discussed below, and dividend payments in order to provide increased returns to our shareowners;
|
•
|
Lower proceeds from noncontrolling interests; and
|
•
|
Debt issuance costs related to the $4.5 billion issuance and $1 billion issuance during fiscal year 2014, as discussed below.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
•
|
Long-term debt proceeds from the $4.5 billion issuance and $1 billion issuance during fiscal year 2014, as discussed below; and
|
•
|
Lower payments to noncontrolling interests.
|
|
As of Aug. 31,
|
||||||
(Dollars in millions, except debt-to-capital ratio)
|
2014
|
|
2013
|
||||
Short-Term Debt
|
$
|
233
|
|
|
$
|
51
|
|
Long-Term Debt
|
7,528
|
|
|
2,061
|
|
||
Total Monsanto Company Shareowners’ Equity
|
7,875
|
|
|
12,559
|
|
||
Debt-to-Capital Ratio
|
50
|
%
|
|
14
|
%
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
Quarter Ending
|
Declaration Date
|
Dividend
|
Payable Date
|
To Shareowners of Record as of:
|
Aug. 31, 2014
|
Aug. 5, 2014
|
49 cents
|
Oct. 31, 2014
|
Oct. 10, 2014
|
May 31, 2014
|
June 6, 2014
|
43 cents
|
July 25, 2014
|
July 3, 2014
|
Feb. 28, 2014
|
Jan. 28, 2014
|
43 cents
|
April 25, 2014
|
April 4, 2014
|
Feb. 28, 2014
|
Dec. 9, 2013
|
43 cents
|
Jan. 31, 2014
|
Jan. 10, 2014
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
|
|
Payments Due by Fiscal Year Ending Aug. 31,
|
||||||||||||||||||||||||
(Dollars in millions)
|
Total
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020 and
beyond
|
||||||||||||||
Total Debt, including Capital Lease Obligations
(1)
|
$
|
7,761
|
|
|
$
|
233
|
|
|
$
|
307
|
|
|
$
|
901
|
|
|
$
|
302
|
|
|
$
|
802
|
|
|
$
|
5,216
|
|
Interest Payments Relating to Long-Term Debt and Capital Lease Obligations
(1)
|
5,755
|
|
|
273
|
|
|
272
|
|
|
261
|
|
|
255
|
|
|
236
|
|
|
4,458
|
|
|||||||
Operating Lease Obligations
|
556
|
|
|
133
|
|
|
102
|
|
|
80
|
|
|
65
|
|
|
57
|
|
|
119
|
|
|||||||
Purchase Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commitments to purchase inventories
|
2,079
|
|
|
1,201
|
|
|
255
|
|
|
217
|
|
|
216
|
|
|
186
|
|
|
4
|
|
|||||||
Commitments to purchase breeding research
|
605
|
|
|
55
|
|
|
55
|
|
|
55
|
|
|
55
|
|
|
55
|
|
|
330
|
|
|||||||
R&D alliances and joint venture obligations
|
182
|
|
|
53
|
|
|
54
|
|
|
32
|
|
|
28
|
|
|
8
|
|
|
7
|
|
|||||||
Uncompleted additions to property
|
79
|
|
|
72
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other purchase obligations
|
15
|
|
|
12
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||||
Other Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Postretirement liabilities
(2)
|
76
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Unrecognized tax benefits
(3)
|
87
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other liabilities
|
188
|
|
|
27
|
|
|
21
|
|
|
8
|
|
|
6
|
|
|
6
|
|
|
120
|
|
|||||||
Total Contractual Obligations
|
$
|
17,383
|
|
|
$
|
2,135
|
|
|
$
|
1,074
|
|
|
$
|
1,555
|
|
|
$
|
928
|
|
|
$
|
1,350
|
|
|
$
|
10,254
|
|
(1)
|
For variable rate debt, interest is calculated using the applicable rates as of
Aug. 31, 2014
.
|
(2)
|
Includes the company’s planned pension and other postretirement benefit contributions for 2015. The actual amounts funded in 2015 may differ from the amounts listed above. Contributions in 2016 and beyond are excluded as those amounts are unknown. Refer to Note 17 — Postretirement Benefits — Pensions — and Note 18 — Postretirement Benefits — Health Care and Other Postemployment Benefits — for more information.
|
(3)
|
Unrecognized tax benefits relate to uncertain tax positions recorded under the Income Taxes topic of the ASC. The company is unable to reasonably predict the timing of tax settlements, as tax audits can involve complex issues and the resolution of those issues may span multiple years, particularly if subject to negotiation or litigation. See Note 13 — Income Taxes — for more information.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
OUTLOOK
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Initial Principal Amount Issued
|
Fair Value
(3)
|
|
Fair Value Sensitivity
|
||||||||||||
|
As of Aug. 31,
|
|
As of Aug. 31,
|
|||||||||||||
(Dollars in millions)
|
2014
|
2013
|
|
2014
|
2013
|
|||||||||||
5.500% Senior Notes due 2035 issued July 2005
|
$
|
400
|
|
$
|
483
|
|
$
|
441
|
|
|
$
|
552
|
|
$
|
505
|
|
5.500% Senior Notes due 2025 issued August 2005
|
314
|
|
376
|
|
363
|
|
|
410
|
|
397
|
|
|||||
5.125% Senior Notes due 2018 issued April 2008
|
300
|
|
335
|
|
339
|
|
|
347
|
|
354
|
|
|||||
5.875% Senior Notes due 2038 issued April 2008
|
250
|
|
310
|
|
299
|
|
|
358
|
|
345
|
|
|||||
2.750% Senior Notes due 2016 issued April 2011
|
300
|
|
310
|
|
312
|
|
|
313
|
|
330
|
|
|||||
2.200% Senior Notes due 2022 issued July 2012
|
250
|
|
238
|
|
227
|
|
|
256
|
|
246
|
|
|||||
3.600% Senior Notes due 2042 issued July 2012
|
250
|
|
228
|
|
212
|
|
|
272
|
|
252
|
|
|||||
1.850% Senior Notes due 2018 issued November 2013
(1)
|
300
|
|
300
|
|
—
|
|
|
312
|
|
—
|
|
|||||
4.650% Senior Notes due 2043 issued November 2013
(1)
|
300
|
|
326
|
|
—
|
|
|
386
|
|
—
|
|
|||||
1.150% Senior Notes due 2017 issued July 2014
(1)
|
500
|
|
499
|
|
—
|
|
|
513
|
|
—
|
|
|||||
2.125% Senior Notes due 2019 issued July 2014
(1)
|
500
|
|
501
|
|
—
|
|
|
525
|
|
—
|
|
|||||
2.750% Senior Notes due 2021 issued July 2014
(1)
|
500
|
|
502
|
|
—
|
|
|
535
|
|
—
|
|
|||||
3.375% Senior Notes due 2024 issued July 2014
(1)
|
750
|
|
765
|
|
—
|
|
|
832
|
|
—
|
|
|||||
4.200% Senior Notes due 2034 issued July 2014
(1)
|
500
|
|
519
|
|
—
|
|
|
595
|
|
—
|
|
|||||
4.400% Senior Notes due 2044 issued July 2014
(1)
|
1,000
|
|
1,032
|
|
—
|
|
|
1,228
|
|
—
|
|
|||||
4.700% Senior Notes due 2064 issued July 2014
(1)
|
750
|
|
780
|
|
—
|
|
|
962
|
|
—
|
|
|||||
Floating Rate Senior Notes due 2016 issued November 2013
(1)(2)
|
400
|
|
401
|
|
—
|
|
|
404
|
|
—
|
|
(1)
|
These instruments were not outstanding as of Aug. 31, 2013, accordingly, no amounts are shown for prior year comparisons.
|
(2)
|
A 1 percentage point increase in interest rates would result in an annualized increase to interest expense of approximately $4 million related to the Floating Rate Senior Notes due 2016.
|
(3)
|
Does not include the fair value of other long term debt, primarily consisting of capital lease obligations, which had a fair value of $23 million and $38 million at Aug. 31, 2014 and Aug. 31, 2013, respectively.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||||
(Dollars in millions, except per share amounts)
|
2014
|
|
2013
|
|
2012
|
||||||
Net Sales
|
$
|
15,855
|
|
|
$
|
14,861
|
|
|
$
|
13,504
|
|
Cost of goods sold
|
7,281
|
|
|
7,208
|
|
|
6,459
|
|
|||
Gross Profit
|
8,574
|
|
|
7,653
|
|
|
7,045
|
|
|||
Operating Expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
2,774
|
|
|
2,550
|
|
|
2,380
|
|
|||
Research and development expenses
|
1,725
|
|
|
1,533
|
|
|
1,517
|
|
|||
Total Operating Expenses
|
4,499
|
|
|
4,083
|
|
|
3,897
|
|
|||
Income from Operations
|
4,075
|
|
|
3,570
|
|
|
3,148
|
|
|||
Interest expense
|
248
|
|
|
172
|
|
|
191
|
|
|||
Interest income
|
(102
|
)
|
|
(92
|
)
|
|
(77
|
)
|
|||
Other expense, net
|
102
|
|
|
61
|
|
|
46
|
|
|||
Income from Continuing Operations Before Income Taxes
|
3,827
|
|
|
3,429
|
|
|
2,988
|
|
|||
Income tax provision
|
1,078
|
|
|
915
|
|
|
901
|
|
|||
Income from Continuing Operations Including Portion Attributable to Noncontrolling Interest
|
2,749
|
|
|
2,514
|
|
|
2,087
|
|
|||
Discontinued Operations:
|
|
|
|
|
|
||||||
Income from operations of discontinued businesses
|
22
|
|
|
17
|
|
|
10
|
|
|||
Income tax provision
|
9
|
|
|
6
|
|
|
4
|
|
|||
Income on Discontinued Operations
|
13
|
|
|
11
|
|
|
6
|
|
|||
Net Income
|
2,762
|
|
|
2,525
|
|
|
2,093
|
|
|||
Less: Net income attributable to noncontrolling interest
|
22
|
|
|
43
|
|
|
48
|
|
|||
Net Income Attributable to Monsanto Company
|
$
|
2,740
|
|
|
$
|
2,482
|
|
|
$
|
2,045
|
|
Amounts Attributable to Monsanto Company:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2,727
|
|
|
$
|
2,471
|
|
|
$
|
2,039
|
|
Income on discontinued operations
|
13
|
|
|
11
|
|
|
6
|
|
|||
Net Income Attributable to Monsanto Company
|
$
|
2,740
|
|
|
$
|
2,482
|
|
|
$
|
2,045
|
|
Basic Earnings per Share Attributable to Monsanto Company:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
5.25
|
|
|
$
|
4.63
|
|
|
$
|
3.82
|
|
Income on discontinued operations
|
0.03
|
|
|
0.02
|
|
|
0.01
|
|
|||
Net Income Attributable to Monsanto Company
|
$
|
5.28
|
|
|
$
|
4.65
|
|
|
$
|
3.83
|
|
Diluted Earnings per Share Attributable to Monsanto Company:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
5.19
|
|
|
$
|
4.58
|
|
|
$
|
3.78
|
|
Income on discontinued operations
|
0.03
|
|
|
0.02
|
|
|
0.01
|
|
|||
Net Income Attributable to Monsanto Company
|
$
|
5.22
|
|
|
$
|
4.60
|
|
|
$
|
3.79
|
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
||||||
Basic
|
519.3
|
|
|
533.7
|
|
|
534.1
|
|
|||
Diluted
|
524.9
|
|
|
539.7
|
|
|
540.2
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Comprehensive Income Attributable to Monsanto Company
|
|
|
|
|
|
||||||
Net Income Attributable to Monsanto Company
|
$
|
2,740
|
|
|
$
|
2,482
|
|
|
$
|
2,045
|
|
Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
||||||
Foreign currency translation, net of tax of $(33), $(24) and $0, respectively
|
100
|
|
|
(229
|
)
|
|
(872
|
)
|
|||
Postretirement benefit plan activity, net of tax of $76, $80 and $(10), respectively
|
119
|
|
|
128
|
|
|
(19
|
)
|
|||
Unrealized net gains on investment holdings, net of tax of $0, $4 and $0, respectively
|
—
|
|
|
9
|
|
|
—
|
|
|||
Realized net (gains) losses on investment holdings, net of tax of $(2), $(3) and $3, respectively
|
(3
|
)
|
|
(6
|
)
|
|
5
|
|
|||
Unrealized net derivative (losses) gains, net of tax of $(42), $(45) and $6, respectively
|
(69
|
)
|
|
(78
|
)
|
|
16
|
|
|||
Realized net derivative losses (gains), net of tax of $9, $(39) and $(35), respectively
|
17
|
|
|
(66
|
)
|
|
(50
|
)
|
|||
Total Other Comprehensive Income (Loss), Net of Tax
|
164
|
|
|
(242
|
)
|
|
(920
|
)
|
|||
Comprehensive Income Attributable to Monsanto Company
|
2,904
|
|
|
2,240
|
|
|
1,125
|
|
|||
Comprehensive Income Attributable to Noncontrolling Interests
|
|
|
|
|
|
||||||
Net Income Attributable to Noncontrolling Interests
|
22
|
|
|
43
|
|
|
48
|
|
|||
Other Comprehensive Income (Loss):
|
|
|
|
|
|
||||||
Foreign currency translation
|
10
|
|
|
(27
|
)
|
|
(40
|
)
|
|||
Total Other Comprehensive Income (Loss)
|
10
|
|
|
(27
|
)
|
|
(40
|
)
|
|||
Comprehensive Income Attributable to Noncontrolling Interests
|
32
|
|
|
16
|
|
|
8
|
|
|||
Total Comprehensive Income
|
$
|
2,936
|
|
|
$
|
2,256
|
|
|
$
|
1,133
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
As of Aug. 31,
|
||||||
(Dollars in millions, except share amounts)
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents (variable interest entities restricted - 2014: $118 and 2013: $140)
|
$
|
2,367
|
|
|
$
|
3,668
|
|
Short-term investments
|
40
|
|
|
254
|
|
||
Trade receivables, net (variable interest entities restricted - 2014: $39 and 2013: $0)
|
2,014
|
|
|
1,715
|
|
||
Miscellaneous receivables
|
817
|
|
|
748
|
|
||
Deferred tax assets
|
635
|
|
|
579
|
|
||
Inventory, net
|
3,597
|
|
|
2,947
|
|
||
Other current assets
|
205
|
|
|
166
|
|
||
Total Current Assets
|
9,675
|
|
|
10,077
|
|
||
Total property, plant and equipment
|
10,357
|
|
|
9,491
|
|
||
Less: Accumulated depreciation
|
5,275
|
|
|
4,837
|
|
||
Property, Plant and Equipment, Net (variable interest entity restricted - 2014: $2 and 2013: $0)
|
5,082
|
|
|
4,654
|
|
||
Goodwill
|
4,319
|
|
|
3,520
|
|
||
Other Intangible Assets, Net
|
1,554
|
|
|
1,226
|
|
||
Noncurrent Deferred Tax Assets
|
450
|
|
|
454
|
|
||
Long-Term Receivables, Net
|
92
|
|
|
237
|
|
||
Other Assets
|
809
|
|
|
496
|
|
||
Total Assets
|
$
|
21,981
|
|
|
$
|
20,664
|
|
Liabilities and Shareowners’ Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Short-term debt, including current portion of long-term debt (variable interest entity restricted - 2014: $136 and 2013: $0)
|
$
|
233
|
|
|
$
|
51
|
|
Accounts payable (variable interest entity restricted - 2014: $25 and 2013: $0)
|
1,111
|
|
|
995
|
|
||
Income taxes payable
|
99
|
|
|
91
|
|
||
Accrued compensation and benefits (variable interest entity restricted - 2014: $1 and 2013: $0)
|
500
|
|
|
492
|
|
||
Accrued marketing programs
|
1,394
|
|
|
1,078
|
|
||
Deferred revenues
|
438
|
|
|
517
|
|
||
Grower production accruals
|
54
|
|
|
60
|
|
||
Dividends payable
|
239
|
|
|
228
|
|
||
Customer payable
|
82
|
|
|
12
|
|
||
Miscellaneous short-term accruals
|
962
|
|
|
812
|
|
||
Total Current Liabilities
|
5,112
|
|
|
4,336
|
|
||
Long-Term Debt
|
7,528
|
|
|
2,061
|
|
||
Postretirement Liabilities
|
345
|
|
|
357
|
|
||
Long-Term Deferred Revenue
|
47
|
|
|
138
|
|
||
Noncurrent Deferred Tax Liabilities
|
509
|
|
|
469
|
|
||
Long-Term Portion of Environmental and Litigation Liabilities
|
184
|
|
|
193
|
|
||
Other Liabilities
|
342
|
|
|
382
|
|
||
Shareowners’ Equity:
|
|
|
|
||||
Common stock (authorized: 1,500,000,000 shares, par value $0.01)
|
|
|
|
||||
Issued 606,457,369 and 601,631,267 shares, respectively
|
|
|
|
||||
Outstanding 485,261,017 and 529,029,712 shares, respectively
|
6
|
|
|
6
|
|
||
Treasury stock 121,196,352 and 72,601,555 shares, respectively, at cost
|
(10,032
|
)
|
|
(4,140
|
)
|
||
Additional contributed capital
|
10,003
|
|
|
10,783
|
|
||
Retained earnings
|
9,012
|
|
|
7,188
|
|
||
Accumulated other comprehensive loss
|
(1,114
|
)
|
|
(1,278
|
)
|
||
Total Monsanto Company Shareowners’ Equity
|
7,875
|
|
|
12,559
|
|
||
Noncontrolling Interest
|
39
|
|
|
169
|
|
||
Total Shareowners’ Equity
|
7,914
|
|
|
12,728
|
|
||
Total Liabilities and Shareowners’ Equity
|
$
|
21,981
|
|
|
$
|
20,664
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net Income
|
$
|
2,762
|
|
|
$
|
2,525
|
|
|
$
|
2,093
|
|
Adjustments to reconcile cash provided by operating activities:
|
|
|
|
|
|
||||||
Items that did not require (provide) cash:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
691
|
|
|
615
|
|
|
622
|
|
|||
Bad-debt expense
|
41
|
|
|
27
|
|
|
3
|
|
|||
Stock-based compensation expense
|
120
|
|
|
100
|
|
|
128
|
|
|||
Excess tax benefits from stock-based compensation
|
(72
|
)
|
|
(79
|
)
|
|
(50
|
)
|
|||
Deferred income taxes
|
12
|
|
|
176
|
|
|
263
|
|
|||
Equity affiliate (income) loss, net
|
4
|
|
|
(17
|
)
|
|
(19
|
)
|
|||
Net gain on sales of a business or other assets
|
(11
|
)
|
|
(17
|
)
|
|
(4
|
)
|
|||
Other items, net
|
139
|
|
|
(77
|
)
|
|
(8
|
)
|
|||
Changes in assets and liabilities that provided (required) cash, net of acquisitions:
|
|
|
|
|
|
||||||
Trade receivables
|
(172
|
)
|
|
222
|
|
|
170
|
|
|||
Inventory, net
|
(650
|
)
|
|
(192
|
)
|
|
(427
|
)
|
|||
Deferred revenues
|
(163
|
)
|
|
50
|
|
|
(39
|
)
|
|||
Accounts payable and other accrued liabilities
|
709
|
|
|
(104
|
)
|
|
439
|
|
|||
Pension contributions
|
(64
|
)
|
|
(75
|
)
|
|
(83
|
)
|
|||
Other items, net
|
(292
|
)
|
|
(414
|
)
|
|
(37
|
)
|
|||
Net Cash Provided by Operating Activities
|
3,054
|
|
|
2,740
|
|
|
3,051
|
|
|||
Cash Flows Provided (Required) by Investing Activities:
|
|
|
|
|
|
||||||
Purchases of short-term investments
|
(145
|
)
|
|
(716
|
)
|
|
(746
|
)
|
|||
Maturities of short-term investments
|
359
|
|
|
764
|
|
|
746
|
|
|||
Capital expenditures
|
(1,005
|
)
|
|
(741
|
)
|
|
(646
|
)
|
|||
Purchases of long-term debt and equity securities
|
(12
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of businesses, net of cash acquired
|
(922
|
)
|
|
(165
|
)
|
|
(322
|
)
|
|||
Technology and other investments
|
(403
|
)
|
|
(88
|
)
|
|
(77
|
)
|
|||
Other investments and property disposal proceeds
|
33
|
|
|
169
|
|
|
11
|
|
|||
Net Cash Required by Investing Activities
|
(2,095
|
)
|
|
(777
|
)
|
|
(1,034
|
)
|
|||
Cash Flows Provided (Required) by Financing Activities:
|
|
|
|
|
|
||||||
Net change in financing with less than 90-day maturities
|
38
|
|
|
104
|
|
|
(116
|
)
|
|||
Short-term debt proceeds
|
50
|
|
|
22
|
|
|
30
|
|
|||
Short-term debt reductions
|
(24
|
)
|
|
(29
|
)
|
|
(42
|
)
|
|||
Long-term debt proceeds
|
5,479
|
|
|
32
|
|
|
499
|
|
|||
Long-term debt reductions
|
(7
|
)
|
|
(2
|
)
|
|
(629
|
)
|
|||
Payments on other financing
|
(39
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(53
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Treasury stock purchases
|
(7,082
|
)
|
|
(1,095
|
)
|
|
(432
|
)
|
|||
Stock option exercises
|
248
|
|
|
257
|
|
|
117
|
|
|||
Excess tax benefits from stock-based compensation
|
72
|
|
|
79
|
|
|
50
|
|
|||
Tax withholding on restricted stock and restricted stock units
|
(9
|
)
|
|
(10
|
)
|
|
(19
|
)
|
|||
Dividend payments
|
(904
|
)
|
|
(802
|
)
|
|
(642
|
)
|
|||
Proceeds from noncontrolling interest
|
—
|
|
|
133
|
|
|
101
|
|
|||
Payments to noncontrolling interests
|
(28
|
)
|
|
(174
|
)
|
|
(77
|
)
|
|||
Net Cash Required by Financing Activities
|
(2,259
|
)
|
|
(1,485
|
)
|
|
(1,165
|
)
|
|||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
(1
|
)
|
|
(93
|
)
|
|
(141
|
)
|
|||
Net (Decrease) Increase in Cash and Cash Equivalents
|
(1,301
|
)
|
|
385
|
|
|
711
|
|
|||
Cash and Cash Equivalents at Beginning of Period
|
3,668
|
|
|
3,283
|
|
|
2,572
|
|
|||
Cash and Cash Equivalents at End of Period
|
$
|
2,367
|
|
|
$
|
3,668
|
|
|
$
|
3,283
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Monsanto Shareowners
|
|
|
|||||||||||||||||||||
(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 Aug. 31, 2011
|
$
|
6
|
|
$
|
(2,613
|
)
|
$
|
10,096
|
|
$
|
4,174
|
|
$
|
(116
|
)
|
$
|
(2
|
)
|
$
|
171
|
|
$
|
11,716
|
|
Net income
|
—
|
|
—
|
|
—
|
|
2,045
|
|
—
|
|
—
|
|
48
|
|
2,093
|
|
||||||||
Other comprehensive loss for 2012
|
—
|
|
—
|
|
—
|
|
—
|
|
(920
|
)
|
—
|
|
(40
|
)
|
(960
|
)
|
||||||||
Treasury stock purchases
|
—
|
|
(432
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(432
|
)
|
||||||||
Restricted stock withholding
|
—
|
|
—
|
|
(19
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(19
|
)
|
||||||||
Issuance of shares under employee stock plans
|
—
|
|
—
|
|
117
|
|
—
|
|
—
|
|
—
|
|
—
|
|
117
|
|
||||||||
Excess tax benefits from stock-based compensation
|
—
|
|
—
|
|
50
|
|
—
|
|
—
|
|
—
|
|
—
|
|
50
|
|
||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
127
|
|
—
|
|
—
|
|
—
|
|
—
|
|
127
|
|
||||||||
Cash dividends of $1.28 per common share
|
—
|
|
—
|
|
—
|
|
(682
|
)
|
—
|
|
—
|
|
—
|
|
(682
|
)
|
||||||||
Payments to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(77
|
)
|
(77
|
)
|
||||||||
Allocation of ESOP shares, net of dividends received
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
|
—
|
|
2
|
|
||||||||
Proceeds from noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
101
|
|
101
|
|
||||||||
Balance Aug. 31, 2012
|
$
|
6
|
|
$
|
(3,045
|
)
|
$
|
10,371
|
|
$
|
5,537
|
|
$
|
(1,036
|
)
|
$
|
—
|
|
$
|
203
|
|
$
|
12,036
|
|
Net income
|
—
|
|
—
|
|
—
|
|
2,482
|
|
—
|
|
—
|
|
43
|
|
2,525
|
|
||||||||
Other comprehensive loss for 2013
|
—
|
|
—
|
|
—
|
|
—
|
|
(242
|
)
|
—
|
|
(27
|
)
|
(269
|
)
|
||||||||
Treasury stock purchases
|
—
|
|
(1,095
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,095
|
)
|
||||||||
Restricted stock withholding
|
—
|
|
—
|
|
(10
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(10
|
)
|
||||||||
Issuance of shares under employee stock plans
|
—
|
|
—
|
|
257
|
|
—
|
|
—
|
|
—
|
|
—
|
|
257
|
|
||||||||
Excess tax benefits from stock-based compensation
|
—
|
|
—
|
|
69
|
|
—
|
|
—
|
|
—
|
|
—
|
|
69
|
|
||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
97
|
|
—
|
|
—
|
|
—
|
|
—
|
|
97
|
|
||||||||
Cash dividends of $1.56 per common share
|
—
|
|
—
|
|
—
|
|
(831
|
)
|
—
|
|
—
|
|
—
|
|
(831
|
)
|
||||||||
Payments to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(174
|
)
|
(174
|
)
|
||||||||
Acquisition of noncontrolling interest
|
—
|
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
(9
|
)
|
(10
|
)
|
||||||||
Proceeds from noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
133
|
|
133
|
|
||||||||
Balance Aug. 31, 2013
|
$
|
6
|
|
$
|
(4,140
|
)
|
$
|
10,783
|
|
$
|
7,188
|
|
$
|
(1,278
|
)
|
$
|
—
|
|
$
|
169
|
|
$
|
12,728
|
|
Net income
|
—
|
|
—
|
|
—
|
|
2,740
|
|
—
|
|
—
|
|
22
|
|
2,762
|
|
||||||||
Other comprehensive income for 2014
|
—
|
|
—
|
|
—
|
|
—
|
|
164
|
|
—
|
|
10
|
|
174
|
|
||||||||
Treasury stock purchases
|
—
|
|
(5,892
|
)
|
(1,204
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(7,096
|
)
|
||||||||
Restricted stock withholding
|
—
|
|
—
|
|
(16
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(16
|
)
|
||||||||
Issuance of shares under employee stock plans
|
—
|
|
—
|
|
248
|
|
—
|
|
—
|
|
—
|
|
—
|
|
248
|
|
||||||||
Excess tax benefits from stock-based compensation
|
—
|
|
—
|
|
72
|
|
—
|
|
—
|
|
—
|
|
—
|
|
72
|
|
||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
120
|
|
—
|
|
—
|
|
—
|
|
—
|
|
120
|
|
||||||||
Cash dividends of $1.78 per common share
|
—
|
|
—
|
|
—
|
|
(916
|
)
|
—
|
|
—
|
|
—
|
|
(916
|
)
|
||||||||
Recognition of redeemable shares of VIE
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(134
|
)
|
(134
|
)
|
||||||||
Payments to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(28
|
)
|
(28
|
)
|
||||||||
Balance Aug. 31, 2014
|
$
|
6
|
|
$
|
(10,032
|
)
|
$
|
10,003
|
|
$
|
9,012
|
|
$
|
(1,114
|
)
|
$
|
—
|
|
$
|
39
|
|
$
|
7,914
|
|
(1)
|
See Note
22
—
Accumulated Other Comprehensive Loss
— for further details of the components of accumulated other comprehensive loss.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
(Dollars in millions)
|
2014 Acquisition
|
||
Current Assets
|
$
|
67
|
|
Property, Plant & Equipment
|
9
|
|
|
Goodwill
|
783
|
|
|
Other Intangible Assets
|
142
|
|
|
Total Assets Acquired
|
1,001
|
|
|
Current Liabilities
|
10
|
|
|
Other Liabilities
|
59
|
|
|
Total Liabilities Assumed
|
69
|
|
|
Net Assets Acquired
|
$
|
932
|
|
Supplemental Information:
|
|
|
|
Net assets acquired
|
$
|
932
|
|
Cash acquired
|
15
|
|
|
Cash paid, net of cash acquired
|
$
|
917
|
|
(Dollars in millions)
|
Weighted-Average Life (Years)
|
Useful Life
(Years)
|
2014 Acquisition
|
||
Acquired Intellectual Property
|
10
|
10
|
$
|
138
|
|
Customer Relationships
|
1
|
1
|
4
|
|
|
Other Intangible Assets
|
|
|
$
|
142
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
(Dollars in millions)
|
|
||
Balance Aug. 31, 2011
|
$
|
98
|
|
Additions — charged to expense
|
14
|
|
|
Other
(1)
|
(48
|
)
|
|
Balance Aug. 31, 2012
|
$
|
64
|
|
Additions — charged to expense
|
32
|
|
|
Other
(1)
|
(28
|
)
|
|
Balance Aug. 31, 2013
|
$
|
68
|
|
Additions — charged to expense
|
44
|
|
|
Other
(1)
|
(40
|
)
|
|
Balance Aug. 31, 2014
|
$
|
72
|
|
(1)
|
Includes reclassifications to long-term, write-offs, recoveries and foreign currency translation adjustments.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
(Dollars in millions)
|
|
||
Balance Aug. 31, 2011
|
$
|
213
|
|
Incremental Provision
|
3
|
|
|
Recoveries
|
(14
|
)
|
|
Write-Offs
|
(54
|
)
|
|
Other
(1)
|
(7
|
)
|
|
Balance Aug. 31, 2012
|
$
|
141
|
|
Incremental Provision
|
7
|
|
|
Recoveries
|
(1
|
)
|
|
Write-Offs
|
(47
|
)
|
|
Other
(1)
|
4
|
|
|
Balance Aug. 31, 2013
|
$
|
104
|
|
Incremental Provision
|
11
|
|
|
Recoveries
|
(4
|
)
|
|
Write-Offs
|
(15
|
)
|
|
Other
(1)
|
29
|
|
|
Balance Aug. 31, 2014
|
$
|
125
|
|
(1)
|
Includes reclassifications from the allowance for current receivables and foreign currency translation adjustments.
|
|
As of Aug. 31,
|
|||||
(Dollars in millions)
|
2014
|
2013
|
||||
Transactions that Qualify for Sales Treatment
|
|
|
||||
U.S. agreement to sell trade receivables
(1)
|
|
|
||||
Outstanding balance
|
$
|
436
|
|
$
|
348
|
|
Maximum future payout under recourse provisions
|
21
|
|
19
|
|
||
European and Latin American agreements to sell trade receivables
(2)
|
|
|
||||
Outstanding balance
|
$
|
67
|
|
$
|
44
|
|
Maximum future payout under recourse provisions
|
34
|
|
41
|
|
||
Agreements with Lenders
(3)
|
|
|
||||
Outstanding balance
|
$
|
71
|
|
$
|
45
|
|
Maximum future payout under the guarantee
|
51
|
|
32
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Gross Amount of Receivables Sold
|
||||||||
|
Year Ended Aug. 31,
|
||||||||
(Dollars in millions)
|
2014
|
2013
|
2012
|
||||||
Transactions that Qualify for Sales Treatment
|
|
|
|
||||||
U.S. agreement to sell trade receivables
(1)
|
$
|
457
|
|
$
|
349
|
|
$
|
506
|
|
European and Latin American agreements to sell trade receivables
(2)
|
78
|
|
16
|
|
62
|
|
(1)
|
Monsanto has an agreement in the United States to sell trade receivables up to a maximum outstanding balance 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 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.
|
(2)
|
Monsanto has various agreements in European and Latin American countries to sell trade receivables, 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 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.
|
(3)
|
Monsanto has additional agreements with lenders to establish programs that provide financing for select customers in the United States, Brazil, Latin America and Europe. Monsanto provides various levels of recourse through guarantees of the accounts in the event of customer default. The term of the guarantee is equivalent to the term of the customer 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. If performance is required under the guarantee, Monsanto may retain amounts that are subsequently collected from customers.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
As of Aug. 31,
|
|||||
(Dollars in millions)
|
2014
|
2013
|
||||
Finished Goods
|
$
|
1,591
|
|
$
|
1,079
|
|
Goods In Process
|
1,721
|
|
1,619
|
|
||
Raw Materials and Supplies
|
445
|
|
418
|
|
||
Inventory at FIFO Cost
|
3,757
|
|
3,116
|
|
||
Excess of FIFO over LIFO Cost
|
(160
|
)
|
(169
|
)
|
||
Total
|
$
|
3,597
|
|
$
|
2,947
|
|
(Dollars in millions)
|
|
||
Balance Aug. 31, 2011
|
$
|
338
|
|
Additions — charged to expense
|
266
|
|
|
Deductions and other
(1)
|
(243
|
)
|
|
Balance Aug. 31, 2012
|
$
|
361
|
|
Additions — charged to expense
|
336
|
|
|
Deductions and other
(1)
|
(289
|
)
|
|
Balance Aug. 31, 2013
|
$
|
408
|
|
Additions — charged to expense
|
331
|
|
|
Deductions and other
(1)
|
(324
|
)
|
|
Balance Aug. 31, 2014
|
$
|
415
|
|
(1)
|
Deductions and other includes disposals and foreign currency translation adjustments.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
As of Aug. 31,
|
|||||
(Dollars in millions)
|
2014
|
2013
|
||||
Land and Improvements
|
$
|
611
|
|
$
|
577
|
|
Buildings and Improvements
|
2,122
|
|
1,979
|
|
||
Machinery and Equipment
|
5,676
|
|
5,357
|
|
||
Computer Software
|
779
|
|
705
|
|
||
Construction In Progress and Other
|
1,169
|
|
873
|
|
||
Total Property, Plant and Equipment
|
10,357
|
|
9,491
|
|
||
Less: Accumulated Depreciation
|
5,275
|
|
4,837
|
|
||
Property, Plant and Equipment, Net
|
$
|
5,082
|
|
$
|
4,654
|
|
(Dollars in millions)
|
Seeds and
Genomics
|
Agricultural
Productivity
|
Total
|
||||||
Balance Aug. 31, 2012
|
$
|
3,378
|
|
$
|
57
|
|
$
|
3,435
|
|
Acquisition activity (see Note 4)
|
110
|
|
—
|
|
110
|
|
|||
Effect of foreign currency translation adjustments
|
(27
|
)
|
2
|
|
(25
|
)
|
|||
Balance Aug. 31, 2013
|
$
|
3,461
|
|
$
|
59
|
|
$
|
3,520
|
|
Acquisition activity (see Note 4)
|
783
|
|
—
|
|
783
|
|
|||
Effect of foreign currency translation adjustments
|
18
|
|
(2
|
)
|
16
|
|
|||
Balance Aug. 31, 2014
|
$
|
4,262
|
|
$
|
57
|
|
$
|
4,319
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
As of Aug. 31, 2014
|
|
As of Aug. 31, 2013
|
||||||||||||||||||||
(Dollars in millions)
|
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Acquired Germplasm
|
$
|
1,116
|
|
|
$
|
(751
|
)
|
|
$
|
365
|
|
|
$
|
1,113
|
|
|
$
|
(717
|
)
|
|
$
|
396
|
|
Acquired Intellectual Property
|
1,160
|
|
|
(507
|
)
|
|
653
|
|
|
1,095
|
|
|
(791
|
)
|
|
304
|
|
||||||
Trademarks
|
366
|
|
|
(142
|
)
|
|
224
|
|
|
341
|
|
|
(131
|
)
|
|
210
|
|
||||||
Customer Relationships
|
338
|
|
|
(204
|
)
|
|
134
|
|
|
306
|
|
|
(179
|
)
|
|
127
|
|
||||||
Other
|
181
|
|
|
(106
|
)
|
|
75
|
|
|
177
|
|
|
(91
|
)
|
|
86
|
|
||||||
Total Other Intangible Assets, Finite Lives
|
$
|
3,161
|
|
|
$
|
(1,710
|
)
|
|
$
|
1,451
|
|
|
$
|
3,032
|
|
|
$
|
(1,909
|
)
|
|
$
|
1,123
|
|
In Process Research & Development, Indefinite Lives
|
103
|
|
|
—
|
|
|
103
|
|
|
103
|
|
|
—
|
|
|
103
|
|
||||||
Total Other Intangible Assets
|
$
|
3,264
|
|
|
$
|
(1,710
|
)
|
|
$
|
1,554
|
|
|
$
|
3,135
|
|
|
$
|
(1,909
|
)
|
|
$
|
1,226
|
|
(Dollars in millions)
|
Amount
|
||
2015
|
$
|
157
|
|
2016
|
182
|
|
|
2017
|
171
|
|
|
2018
|
132
|
|
|
2019
|
133
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
2,436
|
|
|
$
|
2,385
|
|
|
$
|
1,954
|
|
Outside United States
|
1,391
|
|
|
1,044
|
|
|
1,034
|
|
|||
Total
|
$
|
3,827
|
|
|
$
|
3,429
|
|
|
$
|
2,988
|
|
|
Year Ended Aug. 31,
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
648
|
|
|
$
|
432
|
|
|
$
|
301
|
|
U.S. state
|
65
|
|
|
52
|
|
|
49
|
|
|||
Outside United States
|
410
|
|
|
305
|
|
|
310
|
|
|||
Total Current
|
$
|
1,123
|
|
|
$
|
789
|
|
|
$
|
660
|
|
Deferred:
|
|
|
|
|
|
|
|
||||
U.S. federal
|
41
|
|
|
159
|
|
|
252
|
|
|||
U.S. state
|
(2
|
)
|
|
1
|
|
|
15
|
|
|||
Outside United States
|
(84
|
)
|
|
(34
|
)
|
|
(26
|
)
|
|||
Total Deferred
|
(45
|
)
|
|
126
|
|
|
241
|
|
|||
Total
|
$
|
1,078
|
|
|
$
|
915
|
|
|
$
|
901
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
U.S. Federal Statutory Rate
|
$
|
1,339
|
|
|
$
|
1,200
|
|
|
$
|
1,046
|
|
U.S. Domestic Manufacturing Deduction
|
(75
|
)
|
|
(68
|
)
|
|
(67
|
)
|
|||
U.S. R&D Tax Credit
|
(12
|
)
|
|
(43
|
)
|
|
(15
|
)
|
|||
U.S. State Income Taxes
|
45
|
|
|
43
|
|
|
42
|
|
|||
Lower Taxes on Foreign Operations
|
(230
|
)
|
|
(78
|
)
|
|
(67
|
)
|
|||
Valuation Allowances
|
12
|
|
|
—
|
|
|
12
|
|
|||
Adjustment for Unrecognized Tax Benefits
|
(8
|
)
|
|
(110
|
)
|
|
(59
|
)
|
|||
Other
|
7
|
|
|
(29
|
)
|
|
9
|
|
|||
Income Tax Provision
|
$
|
1,078
|
|
|
$
|
915
|
|
|
$
|
901
|
|
|
As of Aug. 31,
|
||||||
(Dollars in millions)
|
2014
|
|
2013
|
||||
Net Operating Loss and Other Carryforwards
|
$
|
443
|
|
|
$
|
455
|
|
Employee Fringe Benefits
|
259
|
|
|
335
|
|
||
Restructuring and Impairment Reserves
|
135
|
|
|
130
|
|
||
Royalties
|
129
|
|
|
95
|
|
||
Inventories
|
106
|
|
|
137
|
|
||
Intangibles
|
74
|
|
|
71
|
|
||
Allowance for Doubtful Accounts
|
70
|
|
|
46
|
|
||
Environmental and Litigation Reserves
|
69
|
|
|
99
|
|
||
Other
|
350
|
|
|
239
|
|
||
Valuation Allowance
|
(63
|
)
|
|
(47
|
)
|
||
Total Deferred Tax Assets
|
$
|
1,572
|
|
|
$
|
1,560
|
|
Property, Plant and Equipment
|
585
|
|
|
571
|
|
||
Intangibles
|
400
|
|
|
403
|
|
||
Other
|
81
|
|
|
60
|
|
||
Total Deferred Tax Liabilities
|
1,066
|
|
|
1,034
|
|
||
Net Deferred Tax Assets
|
$
|
506
|
|
|
$
|
526
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
(Dollars in millions)
|
2014
|
|
2013
|
||||
Balance Sept. 1
|
$
|
167
|
|
|
$
|
288
|
|
Increases for prior year tax positions
|
13
|
|
|
14
|
|
||
Decreases for prior year tax positions
|
(16
|
)
|
|
(118
|
)
|
||
Increases for current year tax positions
|
5
|
|
|
14
|
|
||
Settlements
|
(1
|
)
|
|
(4
|
)
|
||
Lapse of statute of limitations
|
(14
|
)
|
|
(23
|
)
|
||
Foreign currency translation
|
(2
|
)
|
|
(4
|
)
|
||
Balance Aug. 31
|
$
|
152
|
|
|
$
|
167
|
|
Jurisdiction
|
|
U.S. federal income tax
|
2011-2014
|
U.S. state and local income taxes
|
2000-2014
|
Argentina
|
2001-2014
|
Brazil
|
2002-2014
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
As of Aug. 31,
|
||||||
(Dollars in millions)
|
2014
|
|
2013
|
||||
Current Portion of Long-Term Debt
|
$
|
12
|
|
|
$
|
11
|
|
Mandatorily Redeemable Shares of VIE
|
136
|
|
|
—
|
|
||
Notes Payable to Banks
|
85
|
|
|
40
|
|
||
Total Short-Term Debt
|
$
|
233
|
|
|
$
|
51
|
|
|
As of Aug. 31,
|
||||||
(Dollars in millions)
|
2014
|
|
2013
|
||||
Floating Rate Senior Notes, Due 2016
(1)
|
$
|
400
|
|
|
$
|
—
|
|
2.750% Senior Notes, Due 2016
(1)
|
300
|
|
|
300
|
|
||
1.150% Senior Notes, Due 2017
(1)
|
500
|
|
|
—
|
|
||
5.125% Senior Notes, Due 2018
(1)
|
300
|
|
|
300
|
|
||
1.850% Senior Notes, Due 2018
(1)
|
300
|
|
|
—
|
|
||
2.125% Senior Notes, Due 2019
(1)
|
500
|
|
|
—
|
|
||
2.750% Senior Notes, Due 2021
(1)
|
499
|
|
|
—
|
|
||
2.200% Senior Notes, Due 2022
(1)
|
250
|
|
|
250
|
|
||
3.375% Senior Notes, Due 2024
(1)
|
750
|
|
|
—
|
|
||
5.500% Senior Notes, Due 2025
(1)
|
285
|
|
|
282
|
|
||
4.200% Senior Notes, Due 2034
(1)
|
497
|
|
|
—
|
|
||
5.500% Senior Notes, Due 2035
(1)
|
395
|
|
|
395
|
|
||
5.875% Senior Notes, Due 2038
(1)
|
247
|
|
|
247
|
|
||
3.600% Senior Notes, Due 2042
(1)
|
250
|
|
|
250
|
|
||
4.650% Senior Notes, Due 2043
(1)
|
300
|
|
|
—
|
|
||
4.400% Senior Notes, Due 2044
(1)
|
992
|
|
|
—
|
|
||
4.700% Senior Notes, Due 2064
(1)
|
743
|
|
|
—
|
|
||
Other (including Capital Leases)
|
20
|
|
|
37
|
|
||
Total Long-Term Debt
|
$
|
7,528
|
|
|
$
|
2,061
|
|
(1)
|
Amounts are net of unamortized discounts. For the
5.500%
Senior Notes due 2025, amount is net of the unamortized premium of
$30 million
and
$32 million
as of
Aug. 31, 2014
, and
Aug. 31, 2013
, respectively.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Interest Cost Incurred
|
$
|
275
|
|
|
$
|
195
|
|
|
$
|
212
|
|
Less: Capitalized on Construction
|
27
|
|
|
23
|
|
|
21
|
|
|||
Interest Expense
|
$
|
248
|
|
|
$
|
172
|
|
|
$
|
191
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Fair Value Measurements at Aug. 31, 2014, Using
|
|||||||||||
(Dollars in millions)
|
Level 1
|
Level 2
|
Level 3
|
Net
Balance
|
||||||||
Assets at Fair Value:
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
1,664
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,664
|
|
Short-term investments
|
40
|
|
—
|
|
—
|
|
40
|
|
||||
Equity securities
|
22
|
|
—
|
|
—
|
|
22
|
|
||||
Derivative assets related to:
|
|
|
|
|
||||||||
Foreign currency
|
—
|
|
11
|
|
—
|
|
11
|
|
||||
Commodity contracts
|
20
|
|
16
|
|
—
|
|
36
|
|
||||
Total Assets at Fair Value
|
$
|
1,746
|
|
$
|
27
|
|
$
|
—
|
|
$
|
1,773
|
|
Liabilities at Fair Value:
|
|
|
|
|
||||||||
Derivative liabilities related to:
|
|
|
|
|
||||||||
Foreign currency
|
—
|
|
19
|
|
—
|
|
19
|
|
||||
Commodity contracts
|
76
|
|
15
|
|
—
|
|
91
|
|
||||
Short-term debt instruments
|
—
|
|
97
|
|
136
|
|
233
|
|
||||
Long-term debt instruments
(1)
|
—
|
|
7,928
|
|
—
|
|
7,928
|
|
||||
Total Liabilities at Fair Value
|
$
|
76
|
|
$
|
8,059
|
|
$
|
136
|
|
$
|
8,271
|
|
(1)
|
Long-term debt instruments are not recorded at fair value on a recurring basis however they are measured at fair value for disclosure purposes, as required by the Fair Value Measurements and Disclosures topic of the ASC.
|
|
Fair Value Measurements at Aug. 31, 2013, Using
|
|||||||||||
(Dollars in millions)
|
Level 1
|
Level 2
|
Level 3
|
Net
Balance
|
||||||||
Assets at Fair Value:
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
2,865
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,865
|
|
Short-term investments
|
254
|
|
—
|
|
—
|
|
254
|
|
||||
Equity securities
|
22
|
|
—
|
|
—
|
|
22
|
|
||||
Derivative assets related to:
|
|
|
|
|
||||||||
Foreign currency
|
—
|
|
5
|
|
—
|
|
5
|
|
||||
Commodity contracts
|
13
|
|
6
|
|
—
|
|
19
|
|
||||
Total Assets at Fair Value
|
$
|
3,154
|
|
$
|
11
|
|
$
|
—
|
|
$
|
3,165
|
|
Liabilities at Fair Value:
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
—
|
|
$
|
—
|
|
$
|
40
|
|
$
|
40
|
|
Derivative liabilities related to:
|
|
|
|
|
||||||||
Foreign currency
|
—
|
|
8
|
|
—
|
|
8
|
|
||||
Commodity contracts
|
73
|
|
12
|
|
—
|
|
85
|
|
||||
Total Liabilities at Fair Value
|
$
|
73
|
|
$
|
20
|
|
$
|
40
|
|
$
|
133
|
|
Liabilities Not Recorded at Fair Value:
|
|
|
|
|
||||||||
Short-term debt instruments
(1)
|
$
|
—
|
|
$
|
51
|
|
$
|
—
|
|
$
|
51
|
|
Long-term debt instruments
(1)
|
—
|
|
2,231
|
|
—
|
|
2,231
|
|
||||
Liabilities Not Recorded at Fair Value
|
$
|
—
|
|
$
|
2,282
|
|
$
|
—
|
|
$
|
2,282
|
|
Total Liabilities Recorded and Not Recorded at Fair Value
|
$
|
73
|
|
$
|
2,302
|
|
$
|
40
|
|
$
|
2,415
|
|
(1)
|
Short-term and long-term debt instruments are not recorded at fair value on a recurring basis however they are measured at fair value for disclosure purposes, as required by the Fair Value Measurements and Disclosures topic of the ASC.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
(1)
|
Includes
300,000
mandatorily redeemable shares outstanding with a par value of
$447
.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
As of Aug. 31,
|
|||||
(Dollars in millions)
|
2014
|
2013
|
||||
Derivatives Designated as Hedges:
|
|
|
||||
Foreign exchange contracts
|
$
|
585
|
|
$
|
261
|
|
Commodity contracts
|
626
|
|
872
|
|
||
Total Derivatives Designated as Hedges
|
$
|
1,211
|
|
$
|
1,133
|
|
Derivatives Not Designated as Hedges:
|
|
|
||||
Foreign exchange contracts
|
$
|
2,054
|
|
$
|
1,188
|
|
Commodity contracts
|
272
|
|
217
|
|
||
Interest rate contracts
|
160
|
|
—
|
|
||
Total Derivatives Not Designated as Hedges
|
$
|
2,486
|
|
$
|
1,405
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
|
|
As of Aug. 31, 2014
|
||||||||||||||||||||
(in millions)
|
Gross Amounts Recognized
|
Gross Amounts Offset in the Statement of Consolidated Financial Position
|
Net Amounts Included in the Statement of Consolidated Financial Position
|
Collateral Pledged
|
Net Amounts Reported in the Statement of Consolidated Financial Position
|
Other Items Included in the Statement of Consolidated Financial Position
|
Statement of Consolidated Financial Position Balance
|
||||||||||||||||
Asset Derivatives:
|
|
|
|
|
|
|
|
||||||||||||||||
Trade receivables, net
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
$
|
—
|
|
$
|
(10
|
)
|
$
|
(10
|
)
|
$
|
10
|
|
$
|
—
|
|
|
|
||||
Total trade receivables, net
|
—
|
|
(10
|
)
|
(10
|
)
|
10
|
|
—
|
|
$
|
2,014
|
|
$
|
2,014
|
|
|||||||
Miscellaneous receivables
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Foreign exchange contracts
|
5
|
|
—
|
|
5
|
|
—
|
|
5
|
|
|
|
|||||||||
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Foreign exchange contracts
|
4
|
|
—
|
|
4
|
|
—
|
|
4
|
|
|
|
|||||||||
|
|
Commodity contracts
|
13
|
|
—
|
|
13
|
|
—
|
|
13
|
|
|
|
|||||||||
Total miscellaneous receivables
|
22
|
|
—
|
|
22
|
|
—
|
|
22
|
|
795
|
|
817
|
|
|||||||||
Other current assets
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
4
|
|
(57
|
)
|
(53
|
)
|
53
|
|
—
|
|
|
|
|||||||||
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
19
|
|
(1
|
)
|
18
|
|
—
|
|
18
|
|
|
|
|||||||||
Total other current assets
|
23
|
|
(58
|
)
|
(35
|
)
|
53
|
|
18
|
|
187
|
|
205
|
|
|||||||||
Other assets
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Foreign exchange contracts
|
2
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|
|
|||||||||
|
|
Commodity contracts
(1)
|
—
|
|
(19
|
)
|
(19
|
)
|
19
|
|
—
|
|
|
|
|||||||||
Total other assets
|
2
|
|
(19
|
)
|
(17
|
)
|
19
|
|
2
|
|
807
|
|
809
|
|
|||||||||
Total Asset Derivatives
|
$
|
47
|
|
$
|
(87
|
)
|
$
|
(40
|
)
|
$
|
82
|
|
$
|
42
|
|
|
|
||||||
Liability Derivatives:
|
|
|
|
|
|
|
|
||||||||||||||||
Trade receivables, net
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
$
|
10
|
|
$
|
(10
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
||||
Total trade receivables, net
|
10
|
|
(10
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||
Other current assets
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
57
|
|
(57
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
1
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||
Total other current assets
|
58
|
|
(58
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||
Other assets
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
19
|
|
(19
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||
Total other assets
|
19
|
|
(19
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||
Miscellaneous short-term accruals
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Foreign exchange contracts
|
6
|
|
—
|
|
6
|
|
—
|
|
6
|
|
|
|
|||||||||
|
|
Commodity contracts
|
3
|
|
—
|
|
3
|
|
—
|
|
3
|
|
|
|
|||||||||
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Foreign exchange contracts
|
13
|
|
—
|
|
13
|
|
—
|
|
13
|
|
|
|
|||||||||
Total miscellaneous short-term accruals
|
22
|
|
—
|
|
22
|
|
—
|
|
22
|
|
$
|
940
|
|
$
|
962
|
|
|||||||
Other liabilities
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
|
1
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|
|
|||||||||
Total other liabilities
|
1
|
|
—
|
|
1
|
|
—
|
|
1
|
|
341
|
|
342
|
|
|||||||||
Total Liability Derivatives
|
$
|
110
|
|
$
|
(87
|
)
|
$
|
23
|
|
$
|
—
|
|
$
|
23
|
|
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
(1)
|
As allowed by the Derivatives and Hedging topic of the ASC, commodity derivative assets and liabilities have been offset by collateral subject to an enforceable master netting arrangement or similar arrangement. Therefore, these commodity contracts that are in an asset or liability position are included in asset accounts within the Statements of Consolidated Financial Position.
|
|
|
|
As of Aug. 31, 2013
|
||||||||||||||||||||
(in millions)
|
Gross Amounts Recognized
|
Gross Amounts Offset in the Statement of Consolidated Financial Position
|
Net Amounts Included in the Statement of Consolidated Financial Position
|
Collateral Pledged
|
Net Amounts Reported in the Statement of Consolidated Financial Position
|
Other Items Included in the Statement of Consolidated Financial Position
|
Statement of Consolidated Financial Position Balance
|
||||||||||||||||
Asset Derivatives:
|
|
|
|
|
|
|
|
||||||||||||||||
Trade receivables, net
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
$
|
1
|
|
$
|
(6
|
)
|
$
|
(5
|
)
|
$
|
5
|
|
$
|
—
|
|
|
|
||||
Total trade receivables, net
|
1
|
|
(6
|
)
|
(5
|
)
|
5
|
|
—
|
|
$
|
1,715
|
|
$
|
1,715
|
|
|||||||
Miscellaneous receivables
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Foreign exchange contracts
|
3
|
|
—
|
|
3
|
|
—
|
|
3
|
|
|
|
|||||||||
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Foreign exchange contracts
|
2
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|
|
|||||||||
|
|
Commodity contracts
|
4
|
|
—
|
|
4
|
|
—
|
|
4
|
|
|
|
|||||||||
Total miscellaneous receivables
|
9
|
|
—
|
|
9
|
|
—
|
|
9
|
|
739
|
|
748
|
|
|||||||||
Other current assets
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
9
|
|
(61
|
)
|
(52
|
)
|
52
|
|
—
|
|
|
|
|||||||||
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
5
|
|
(4
|
)
|
1
|
|
—
|
|
1
|
|
|
|
|||||||||
Total other current assets
|
14
|
|
(65
|
)
|
(51
|
)
|
52
|
|
1
|
|
165
|
|
166
|
|
|||||||||
Other assets
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
—
|
|
(9
|
)
|
(9
|
)
|
9
|
|
—
|
|
|
|
|||||||||
Total other assets
|
—
|
|
(9
|
)
|
(9
|
)
|
9
|
|
—
|
|
496
|
|
496
|
|
|||||||||
Total Asset Derivatives
|
$
|
24
|
|
$
|
(80
|
)
|
$
|
(56
|
)
|
$
|
66
|
|
$
|
10
|
|
|
|
||||||
Liability Derivatives:
|
|
|
|
|
|
|
|
||||||||||||||||
Trade receivables, net
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
$
|
6
|
|
$
|
(6
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
||||
Total trade receivables, net
|
6
|
|
(6
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||
Other current assets
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
61
|
|
(61
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
4
|
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||
Total other current assets
|
65
|
|
(65
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||
Other assets
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
9
|
|
(9
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||
Total other assets
|
9
|
|
(9
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||
Miscellaneous short-term accruals
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Foreign exchange contracts
|
1
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|
|
|||||||||
|
|
Commodity contracts
|
4
|
|
—
|
|
4
|
|
—
|
|
4
|
|
|
|
|||||||||
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Foreign exchange contracts
|
7
|
|
—
|
|
7
|
|
—
|
|
7
|
|
|
|
|||||||||
Total miscellaneous short-term accruals
|
12
|
|
—
|
|
12
|
|
—
|
|
12
|
|
$
|
800
|
|
$
|
812
|
|
|||||||
Other liabilities
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
|
1
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|
|
|||||||||
Total other liabilities
|
1
|
|
—
|
|
1
|
|
—
|
|
1
|
|
381
|
|
382
|
|
|||||||||
Total Liability Derivatives
|
$
|
93
|
|
$
|
(80
|
)
|
$
|
13
|
|
$
|
—
|
|
$
|
13
|
|
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
(1)
|
As allowed by the Derivatives and Hedging topic of the ASC, commodity derivative assets and liabilities have been offset by collateral subject to an enforceable master netting arrangement or similar arrangement. Therefore, these commodity contracts that are in an asset or liability position are included in asset accounts within the Statements of Consolidated Financial Position.
|
|
Amount of Gain (Loss)
Recognized in AOCL
(1)
(Effective Portion)
|
|
Amount of Gain (Loss)
Recognized in Income
(2)
|
|
|
||||||||||||||||
|
Year Ended Aug. 31,
|
|
Year Ended Aug. 31,
|
|
|
||||||||||||||||
(Dollars in millions)
|
2014
|
2013
|
2012
|
|
2014
|
2013
|
2012
|
|
Income Statement
Classification
|
||||||||||||
Derivatives Designated as Hedges:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
(3)
|
|
|
|
|
|
|
|
$
|
(1
|
)
|
$
|
—
|
|
$
|
(29
|
)
|
|
Cost of goods sold
|
|||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
(4)
|
$
|
(4
|
)
|
$
|
5
|
|
$
|
2
|
|
|
3
|
|
—
|
|
(4
|
)
|
|
Net sales
|
|||
Foreign exchange contracts
|
1
|
|
(5
|
)
|
13
|
|
|
(3
|
)
|
4
|
|
6
|
|
|
Cost of goods sold
|
||||||
Commodity contracts
(5)
|
(106
|
)
|
(123
|
)
|
64
|
|
|
(14
|
)
|
113
|
|
69
|
|
|
Cost of goods sold
|
||||||
Interest rate contracts
(6)
|
(2
|
)
|
—
|
|
(73
|
)
|
|
(12
|
)
|
(12
|
)
|
(9
|
)
|
|
Interest expense
|
||||||
Total Derivatives Designated as Hedges
|
(111
|
)
|
(123
|
)
|
6
|
|
|
(27
|
)
|
105
|
|
33
|
|
|
|
||||||
Derivatives Not Designated as Hedges:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
(7)
|
|
|
|
|
(1
|
)
|
41
|
|
(21
|
)
|
|
Other expense, net
|
|||||||||
Commodity contracts
|
|
|
|
|
4
|
|
(9
|
)
|
6
|
|
|
Net sales
|
|||||||||
Commodity contracts
|
|
|
|
|
21
|
|
(2
|
)
|
(19
|
)
|
|
Cost of goods sold
|
|||||||||
Total Derivatives Not Designated as Hedges
|
|
|
|
|
24
|
|
30
|
|
(34
|
)
|
|
|
|||||||||
Total Derivatives
|
$
|
(111
|
)
|
$
|
(123
|
)
|
$
|
6
|
|
|
$
|
(3
|
)
|
$
|
135
|
|
$
|
(1
|
)
|
|
|
(1)
|
Accumulated Other Comprehensive Loss (AOCL).
|
(2)
|
For derivatives designated as cash flow hedges under the Derivatives and Hedging topic of the ASC, this represents the effective portion of the gain (loss) reclassified from AOCL into income during the period.
|
(3)
|
Loss on fair value hedges includes a loss of
$1 million
, loss of less than
$1 million
and
$3 million
from ineffectiveness for fiscal year
2014
,
2013
and
2012
, respectively.
|
(4)
|
Gain on foreign exchange cash flow hedges includes a loss from discontinued hedges of
$2 million
for fiscal year 2014. There were
no
hedges discontinued in fiscal years 2013 or 2012.
|
(5)
|
Gain or loss on commodity cash flow hedges includes a loss of
$2 million
, a loss of
$4 million
and a gain of less than
$1 million
from ineffectiveness for fiscal years
2014
,
2013
and
2012
, respectively. Additionally, the gain on commodity cash flow hedges includes a loss from discontinued hedges of
$2 million
for fiscal year 2012. There were
no
hedges discontinued in fiscal years 2014 or 2013.
|
(6)
|
Loss on interest rate contract cash flow hedges includes a loss of less than
$1 million
and
$1 million
from ineffectiveness for fiscal years 2014 and 2012. There was
no
ineffectiveness on interest rate contract cash flow hedges during fiscal year 2013.
No
amounts were excluded from the assessment of hedge effectiveness during fiscal years
2014
,
2013
or
2012
.
|
(7)
|
Gain or loss on foreign exchange contracts not designated as hedges was offset by a foreign currency transaction loss of
$96 million
, a loss of
$129 million
and a gain of
$5 million
during fiscal years
2014
,
2013
and
2012
, respectively.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Year Ended Aug. 31, 2014
|
|
Year Ended Aug. 31, 2013
|
|
Year Ended Aug. 31, 2012
|
||||||||||||||||||||||||||||||
(Dollars in millions)
|
U.S.
|
|
Outside the
U.S.
|
|
Total
|
|
U.S.
|
|
Outside the
U.S.
|
|
Total
|
|
U.S.
|
|
Outside the
U.S.
|
|
Total
|
||||||||||||||||||
Service Cost for Benefits Earned during the Year
|
$
|
61
|
|
|
$
|
12
|
|
|
$
|
73
|
|
|
$
|
68
|
|
|
$
|
10
|
|
|
$
|
78
|
|
|
$
|
55
|
|
|
$
|
7
|
|
|
$
|
62
|
|
Interest Cost on Benefit Obligation
|
90
|
|
|
9
|
|
|
99
|
|
|
74
|
|
|
9
|
|
|
83
|
|
|
86
|
|
|
10
|
|
|
96
|
|
|||||||||
Assumed Return on Plan Assets
|
(135
|
)
|
|
(10
|
)
|
|
(145
|
)
|
|
(137
|
)
|
|
(10
|
)
|
|
(147
|
)
|
|
(124
|
)
|
|
(10
|
)
|
|
(134
|
)
|
|||||||||
Amortization of Unrecognized Net Loss
|
62
|
|
|
4
|
|
|
66
|
|
|
74
|
|
|
5
|
|
|
79
|
|
|
62
|
|
|
4
|
|
|
66
|
|
|||||||||
Curtailment and Settlement Charge
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|||||||||
Other Adjustment
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total Net Periodic Benefit Cost
|
$
|
78
|
|
|
$
|
19
|
|
|
$
|
97
|
|
|
$
|
79
|
|
|
$
|
17
|
|
|
$
|
96
|
|
|
$
|
79
|
|
|
$
|
14
|
|
|
$
|
93
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
(Dollars in millions)
|
U.S.
|
|
Outside the
U.S.
|
|
Total
|
||||||
Current Year Actuarial (Gain) Loss
|
$
|
(152
|
)
|
|
$
|
4
|
|
|
$
|
(148
|
)
|
Recognition of Actuarial Loss
|
(62
|
)
|
|
(7
|
)
|
|
(69
|
)
|
|||
Total Recognized in Accumulated Other Comprehensive Loss
|
$
|
(214
|
)
|
|
$
|
(3
|
)
|
|
$
|
(217
|
)
|
|
Year Ended
Aug. 31, 2014
|
|
Year Ended
Aug. 31, 2013
|
|
Year Ended
Aug. 31, 2012
|
||||||||||||
|
U.S.
|
|
Outside the U.S.
|
|
U.S.
|
|
Outside the U.S.
|
|
U.S.
|
|
Outside the U.S.
|
||||||
Discount Rate
|
4.44
|
%
|
|
3.62
|
%
|
|
3.44
|
%
|
|
3.89
|
%
|
|
4.59
|
%
|
|
5.24
|
%
|
Assumed Long-Term Rate of Return on Assets
|
7.50
|
%
|
|
6.12
|
%
|
|
7.50
|
%
|
|
6.65
|
%
|
|
7.50
|
%
|
|
7.08
|
%
|
Annual Rates of Salary Increase (for plans that base benefits on final compensation level)
|
4.00
|
%
|
|
3.95
|
%
|
|
4.00
|
%
|
|
3.89
|
%
|
|
4.00
|
%
|
|
3.82
|
%
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
U.S.
|
|
Outside the U.S.
|
|
Total
|
||||||||||||||||||
|
Year Ended Aug. 31,
|
|
Year Ended Aug. 31,
|
|
Year Ended Aug. 31,
|
||||||||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Change in Benefit Obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of period
|
$
|
2,049
|
|
|
$
|
2,179
|
|
|
$
|
255
|
|
|
$
|
251
|
|
|
$
|
2,304
|
|
|
$
|
2,430
|
|
Service cost
|
61
|
|
|
68
|
|
|
12
|
|
|
10
|
|
|
73
|
|
|
78
|
|
||||||
Interest cost
|
90
|
|
|
74
|
|
|
9
|
|
|
9
|
|
|
99
|
|
|
83
|
|
||||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
||||||
Actuarial loss (gain)
|
117
|
|
|
(149
|
)
|
|
15
|
|
|
11
|
|
|
132
|
|
|
(138
|
)
|
||||||
Benefits paid
|
(121
|
)
|
|
(123
|
)
|
|
(9
|
)
|
|
(5
|
)
|
|
(130
|
)
|
|
(128
|
)
|
||||||
Settlements / curtailments
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(26
|
)
|
|
(10
|
)
|
|
(26
|
)
|
||||||
Currency loss
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(2
|
)
|
||||||
Benefit Obligation at End of Period
|
$
|
2,196
|
|
|
$
|
2,049
|
|
|
$
|
273
|
|
|
$
|
255
|
|
|
$
|
2,469
|
|
|
$
|
2,304
|
|
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of period
|
$
|
1,977
|
|
|
$
|
1,945
|
|
|
$
|
166
|
|
|
$
|
160
|
|
|
$
|
2,143
|
|
|
$
|
2,105
|
|
Actual return on plan assets
|
404
|
|
|
114
|
|
|
21
|
|
|
10
|
|
|
425
|
|
|
124
|
|
||||||
Employer contributions
(1)
|
38
|
|
|
41
|
|
|
19
|
|
|
20
|
|
|
57
|
|
|
61
|
|
||||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(26
|
)
|
|
(10
|
)
|
|
(26
|
)
|
||||||
Benefits paid
(1)
|
(121
|
)
|
|
(123
|
)
|
|
(9
|
)
|
|
(5
|
)
|
|
(130
|
)
|
|
(128
|
)
|
||||||
Currency gain
|
—
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
1
|
|
|
3
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Plan Assets at End of Period
|
$
|
2,298
|
|
|
$
|
1,977
|
|
|
$
|
190
|
|
|
$
|
166
|
|
|
$
|
2,488
|
|
|
$
|
2,143
|
|
Net (Asset) Liability Recognized
|
$
|
(102
|
)
|
|
$
|
72
|
|
|
$
|
83
|
|
|
$
|
89
|
|
|
$
|
(19
|
)
|
|
$
|
161
|
|
(1)
|
Employer contributions and benefits paid include
$13 million
and
$7 million
paid from employer assets for unfunded plans in fiscal years 2014 and 2013, respectively.
|
|
U.S.
|
|
Outside the U.S.
|
||||
|
Year Ended Aug. 31,
|
|
Year Ended Aug. 31,
|
||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
Discount Rate
|
4.04%
|
|
4.44%
|
|
3.01%
|
|
3.62%
|
Rate of Compensation Increase
|
4.00%
|
|
4.00%
|
|
3.92%
|
|
3.95%
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
U.S.
|
|
Outside the U.S.
|
|
Total
|
||||||||||||||||||
|
As of Aug. 31,
|
|
As of Aug. 31,
|
|
As of Aug. 31,
|
||||||||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
PBO
|
$
|
66
|
|
|
$
|
2,049
|
|
|
$
|
242
|
|
|
$
|
235
|
|
|
$
|
308
|
|
|
$
|
2,284
|
|
Fair Value of Plan Assets with PBOs
in Excess of Plan Assets
|
—
|
|
|
1,977
|
|
|
156
|
|
|
148
|
|
|
156
|
|
|
2,125
|
|
|
U.S.
|
|
Outside the U.S.
|
|
Total
|
||||||||||||||||||
|
As of Aug. 31,
|
|
As of Aug. 31,
|
|
As of Aug. 31,
|
||||||||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
PBO
|
$
|
66
|
|
|
$
|
60
|
|
|
$
|
115
|
|
|
$
|
105
|
|
|
$
|
181
|
|
|
$
|
165
|
|
ABO
|
62
|
|
|
56
|
|
|
94
|
|
|
87
|
|
|
156
|
|
|
143
|
|
||||||
Fair Value of Plan Assets with ABOs
in Excess of Plan Assets
|
—
|
|
|
—
|
|
|
32
|
|
|
23
|
|
|
32
|
|
|
23
|
|
|
U.S.
|
|
Outside the U.S.
|
|
Total
|
||||||||||||||||||
|
As of Aug. 31,
|
|
As of Aug. 31,
|
|
As of Aug. 31,
|
||||||||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Other Assets
|
$
|
(168
|
)
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
|
$
|
(8
|
)
|
|
$
|
(180
|
)
|
|
$
|
(8
|
)
|
Miscellaneous Short-Term Accruals
|
7
|
|
|
5
|
|
|
7
|
|
|
8
|
|
|
14
|
|
|
13
|
|
||||||
Postretirement Liabilities
|
59
|
|
|
67
|
|
|
88
|
|
|
89
|
|
|
147
|
|
|
156
|
|
||||||
Net (Asset) Liability Recognized
|
$
|
(102
|
)
|
|
$
|
72
|
|
|
$
|
83
|
|
|
$
|
89
|
|
|
$
|
(19
|
)
|
|
$
|
161
|
|
|
U.S.
|
|
Outside the U.S.
|
|
Total
|
||||||||||||||||||
|
As of Aug. 31,
|
|
As of Aug. 31,
|
|
As of Aug. 31,
|
||||||||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Net Prior Service Cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Net Loss
|
324
|
|
|
538
|
|
|
57
|
|
|
59
|
|
|
381
|
|
|
597
|
|
||||||
Total
|
$
|
324
|
|
|
$
|
538
|
|
|
$
|
57
|
|
|
$
|
60
|
|
|
$
|
381
|
|
|
$
|
598
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Target
Allocation Range
(1)
|
|
Percentage of Plan Assets
|
||||
|
|
As of Aug. 31,
|
|||||
Asset Category
|
2015
|
|
2014
|
|
2013
|
||
Public Equity Securities
|
41-51%
|
|
51.1
|
%
|
|
52.0
|
%
|
Private Equity Investments
|
2-8%
|
|
3.8
|
%
|
|
3.9
|
%
|
Debt Securities
|
39-49%
|
|
40.5
|
%
|
|
38.9
|
%
|
Real Estate
|
2-8%
|
|
4.1
|
%
|
|
4.6
|
%
|
Other
|
0-3%
|
|
0.5
|
%
|
|
0.6
|
%
|
Total
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
Percentage of Plan Assets
|
|||||
|
Target
Allocation
(1)
|
|
As of Aug. 31,
|
|||||
Asset Category
|
2015
|
|
2014
|
|
2013
|
|||
Equity Securities
|
37.4
|
%
|
|
32.8
|
%
|
|
34.4
|
%
|
Debt Securities
|
48.9
|
%
|
|
52.3
|
%
|
|
52.4
|
%
|
Other
|
13.7
|
%
|
|
14.9
|
%
|
|
13.2
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
(1)
|
Monsanto’s plans outside the United States have a wide range of target allocations, and therefore the
2015
target allocations shown above reflect a weighted-average calculation of the target allocations of each of the plans.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Fair Value Measurements at Aug. 31, 2014
|
||||||||||||||||||
(Dollars in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Cash
Collateral
Offset
(1)
|
|
Balance as of
Aug. 31, 2014
|
||||||||||
Investments at Fair Value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
Debt Securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government debt
|
—
|
|
|
339
|
|
|
—
|
|
|
—
|
|
|
339
|
|
|||||
U.S. agency debt
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
U.S. state and municipal debt
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|||||
Foreign government debt
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
U.S. corporate debt
|
—
|
|
|
288
|
|
|
—
|
|
|
—
|
|
|
288
|
|
|||||
Mortgage-Backed securities
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Asset-Backed securities
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Foreign corporate debt
|
—
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|||||
U.S. term bank loans
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Common and Preferred Stock:
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic small capitalization
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|||||
Domestic large capitalization
|
459
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
459
|
|
|||||
International:
|
|
|
|
|
|
|
|
|
|
||||||||||
Developed markets
|
181
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
181
|
|
|||||
Emerging markets
|
34
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|||||
Private Equity Investments
|
—
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
87
|
|
|||||
Partnership and Joint Venture Interests
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|||||
Real Estate Investments
|
—
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
94
|
|
|||||
Interest in Pooled Funds:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing cash and cash equivalents funds
|
—
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|||||
Common and preferred stock funds:
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic small-capitalization
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Domestic large-capitalization
|
—
|
|
|
318
|
|
|
—
|
|
|
—
|
|
|
318
|
|
|||||
International
|
—
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|||||
Corporate debt funds
|
—
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
98
|
|
|||||
Mortgage-Backed securities
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||
Interest in Pooled Collateral Fund — Securities Lending
|
—
|
|
|
334
|
|
|
—
|
|
|
—
|
|
|
334
|
|
|||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate futures
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||
Equity index futures
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|||||
Foreign currency forwards
|
—
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||||
Common and preferred stock sold short
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
55
|
|
|
1
|
|
|||||
Total Investments at Fair Value
|
$
|
720
|
|
|
$
|
1,623
|
|
|
$
|
221
|
|
|
$
|
58
|
|
|
$
|
2,622
|
|
(1)
|
Futures derivative assets and common and preferred stock sold short have been offset by cash collateral held by the counterparty.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Fair Value Measurements at Aug. 31, 2013
|
||||||||||||||||||
(Dollars in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Cash
Collateral
Offset
(1)
|
|
Balance as of
Aug. 31, 2013
|
||||||||||
Investments at Fair Value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
Debt Securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government debt
|
—
|
|
|
260
|
|
|
—
|
|
|
—
|
|
|
260
|
|
|||||
U.S. agency debt
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
U.S. state and municipal debt
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|||||
Foreign government debt
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
U.S. corporate debt
|
—
|
|
|
243
|
|
|
—
|
|
|
—
|
|
|
243
|
|
|||||
Mortgage-Backed securities
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Asset-Backed securities
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Foreign corporate debt
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|||||
U.S. term bank loans
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Common and Preferred Stock:
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic small capitalization
|
46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|||||
Domestic large capitalization
|
385
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
385
|
|
|||||
International:
|
|
|
|
|
|
|
|
|
|
||||||||||
Developed markets
|
160
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160
|
|
|||||
Emerging markets
|
30
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|||||
Private Equity Investments
|
—
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|
77
|
|
|||||
Partnership and Joint Venture Interests
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|||||
Real Estate Investments
|
—
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
90
|
|
|||||
Interest in Pooled Funds:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing cash and cash equivalents funds
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|||||
Common and preferred stock funds:
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic small-capitalization
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Domestic large-capitalization
|
—
|
|
|
277
|
|
|
—
|
|
|
—
|
|
|
277
|
|
|||||
International
|
—
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|||||
Corporate debt funds
|
—
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|||||
Mortgage-Backed securities
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Interest in Pooled Collateral Fund — Securities Lending
|
—
|
|
|
205
|
|
|
—
|
|
|
—
|
|
|
205
|
|
|||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common and preferred stock sold short
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
42
|
|
|
1
|
|
|||||
Total Investments at Fair Value
|
$
|
637
|
|
|
$
|
1,289
|
|
|
$
|
206
|
|
|
$
|
42
|
|
|
$
|
2,174
|
|
(1)
|
Futures derivative assets and common and preferred stock sold short have been offset by cash collateral held by the counterparty.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
(Dollars in millions)
|
Private Equity
Investments
|
|
Partnership/Joint
Venture Interests
|
|
Real Estate
Investments
|
|
Mortgage-Backed
Securities Fund
Investments
|
|
Total
|
||||||||||
Balance Aug. 31, 2012
|
$
|
73
|
|
|
$
|
32
|
|
|
$
|
80
|
|
|
$
|
8
|
|
|
$
|
193
|
|
Purchases
|
13
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
20
|
|
|||||
Sales
|
(17
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(18
|
)
|
|||||
Realized/unrealized gains
|
8
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
12
|
|
|||||
Balance Aug. 31, 2013
|
$
|
77
|
|
|
$
|
32
|
|
|
$
|
90
|
|
|
$
|
8
|
|
|
$
|
207
|
|
Net Unrealized Gains Still Held Included in Earnings
(1)
|
$
|
11
|
|
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Dollars in millions)
|
Private Equity
Investments
|
|
Partnership/Joint
Venture Interests
|
|
Real Estate
Investments
|
|
Mortgage-Backed
Securities Fund
Investments
|
|
Total
|
||||||||||
Balance Aug. 31, 2013
|
$
|
77
|
|
|
$
|
32
|
|
|
$
|
90
|
|
|
$
|
8
|
|
|
$
|
207
|
|
Purchases
|
15
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
20
|
|
|||||
Sales
|
(18
|
)
|
|
(3
|
)
|
|
(6
|
)
|
|
—
|
|
|
(27
|
)
|
|||||
Realized/unrealized gains
|
13
|
|
|
3
|
|
|
5
|
|
|
—
|
|
|
21
|
|
|||||
Balance Aug. 31, 2014
|
$
|
87
|
|
|
$
|
32
|
|
|
$
|
94
|
|
|
$
|
8
|
|
|
$
|
221
|
|
Net Unrealized Gains Still Held Included in Earnings
(1)
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
22
|
|
(1)
|
Represents the amount of total gains for the period attributable to change in unrealized gains (losses) relating to assets and liabilities classified as Level 3 that are still held as of
Aug. 31, 2013
, and Aug. 31,
2014
.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Fair Value Measurements at Aug. 31, 2014
|
||||||||||||||
(Dollars in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance as of
Aug. 31, 2014
|
||||||||
Cash and Cash Equivalents
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Debt Securities — Foreign Government Debt
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||
Common and Preferred stock
|
46
|
|
|
—
|
|
|
—
|
|
|
46
|
|
||||
Insurance-Backed Securities
|
—
|
|
|
—
|
|
|
25
|
|
|
25
|
|
||||
Interest in Pooled Funds:
|
|
|
|
|
|
|
|
|
|||||||
Common and preferred stock funds
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||
Government debt funds
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||
Corporate debt funds
|
—
|
|
|
75
|
|
|
—
|
|
|
75
|
|
||||
Total Investments at Fair Value
|
$
|
48
|
|
|
$
|
117
|
|
|
$
|
25
|
|
|
$
|
190
|
|
|
Fair Value Measurements at Aug. 31, 2013
|
||||||||||||||
(Dollars in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance as of
Aug. 31, 2013
|
||||||||
Cash and Cash Equivalents
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Debt Securities — Foreign Government Debt
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||
Common and Preferred stock
|
45
|
|
|
—
|
|
|
—
|
|
|
45
|
|
||||
Insurance-Backed Securities
|
—
|
|
|
—
|
|
|
19
|
|
|
19
|
|
||||
Interest in Pooled Funds:
|
|
|
|
|
|
|
|
||||||||
Common and preferred stock funds
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||
Government debt funds
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||
Mortgage-Backed Securities
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Corporate debt funds
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
||||
Total Investments at Fair Value
|
$
|
47
|
|
|
$
|
100
|
|
|
$
|
19
|
|
|
$
|
166
|
|
(Dollars in millions)
|
Insurance-Backed
Securities
|
||
Balance Aug. 31, 2012
|
$
|
17
|
|
Purchases
|
4
|
|
|
Sales
|
(3
|
)
|
|
Net unrealized gains
|
1
|
|
|
Balance Aug. 31, 2013
|
$
|
19
|
|
Purchases
|
6
|
|
|
Balance Aug. 31, 2014
|
$
|
25
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
(Dollars in millions)
|
U.S.
|
|
Outside the
U.S.
|
||||
Employer Contributions 2015 (funded Plans)
|
$
|
30
|
|
|
$
|
11
|
|
Benefits Paid Directly by Employer 2015 (unfunded Plans)
|
6
|
|
|
7
|
|
||
Benefit Payments
(1)
|
|
|
|
||||
2015
|
183
|
|
|
24
|
|
||
2016
|
173
|
|
|
14
|
|
||
2017
|
174
|
|
|
17
|
|
||
2018
|
174
|
|
|
17
|
|
||
2019
|
174
|
|
|
15
|
|
||
2020-2024
|
831
|
|
|
88
|
|
(1)
|
Expected benefit payments include benefits paid directly by employer for unfunded plans.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Service Cost for Benefits Earned During the Period
|
$
|
7
|
|
|
$
|
9
|
|
|
$
|
10
|
|
Interest Cost on Benefit Obligation
|
7
|
|
|
6
|
|
|
10
|
|
|||
Amortization of Prior Service Credit
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Amortization of Actuarial Gain
|
(13
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|||
Total Net Periodic Benefit Cost
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
13
|
|
|
Year Ended Aug. 31,
|
||||||
(Dollars in millions)
|
2014
|
|
2013
|
||||
Actuarial Loss (Gain)
|
$
|
6
|
|
|
$
|
(13
|
)
|
Amortization of Prior Service Credit
|
1
|
|
|
1
|
|
||
Amortization of Actuarial Gain
|
13
|
|
|
5
|
|
||
Total Loss (Gain) Recognized in Accumulated Other Comprehensive Loss
|
$
|
20
|
|
|
$
|
(7
|
)
|
(Dollars in millions)
|
1 Percentage-Point
Increase
|
|
1 Percentage-Point
Decrease
|
Effect on Total of Service and Interest Cost
|
$1
|
|
$(1)
|
Effect on Postretirement Benefit Obligation
|
$4
|
|
$(4)
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||
(Dollars in millions)
|
2014
|
|
2013
|
||||
Change in Benefit Obligation:
|
|
|
|
||||
Benefit obligation at beginning of period
|
$
|
192
|
|
|
$
|
215
|
|
Service cost
|
7
|
|
|
9
|
|
||
Interest cost
|
7
|
|
|
6
|
|
||
Actuarial loss (gain)
|
6
|
|
|
(13
|
)
|
||
Plan participant contributions
|
5
|
|
|
4
|
|
||
Medicare Part D subsidy receipts
|
1
|
|
|
1
|
|
||
Benefits paid
|
(29
|
)
|
|
(29
|
)
|
||
Currency impact
|
—
|
|
|
(1
|
)
|
||
Benefit Obligation at End of Period
|
$
|
189
|
|
|
$
|
192
|
|
|
Year Ended Aug. 31,
|
||
|
2014
|
|
2013
|
Discount Rate Postretirement
|
3.60%
|
|
3.95%
|
Discount Rate Postemployment
|
2.40%
|
|
2.55%
|
Initial Trend Rate for Health Care Costs
(1)
|
6.00%
|
|
6.50%
|
Ultimate Trend Rate for Health Care Costs
|
5.00%
|
|
5.00%
|
(1)
|
As of Aug. 31, 2014, this rate is assumed to decrease gradually to
5 percent
for 2017 and remain at that level thereafter.
|
|
As of Aug. 31,
|
||||||
(Dollars in millions)
|
2014
|
|
2013
|
||||
Miscellaneous Short-Term Accruals
|
$
|
22
|
|
|
$
|
22
|
|
Postretirement Liabilities
|
167
|
|
|
170
|
|
||
Total Liability Recognized
|
$
|
189
|
|
|
$
|
192
|
|
|
Year Ended Aug. 31,
|
||||||
(Dollars in millions)
|
2014
|
|
2013
|
||||
Actuarial Gain
|
$
|
(23
|
)
|
|
$
|
(42
|
)
|
Prior Service Credit
|
(1
|
)
|
|
(2
|
)
|
||
Total
|
$
|
(24
|
)
|
|
$
|
(44
|
)
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
(Dollars in millions)
|
Total
|
||
Benefits Paid Directly by Employer 2015
|
$
|
22
|
|
Benefit Payments
(1) (2)
|
|
||
2015
|
22
|
|
|
2016
|
23
|
|
|
2017
|
22
|
|
|
2018
|
21
|
|
|
2019
|
19
|
|
|
2020-2024
|
77
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||
(Dollars in millions)
|
2014
|
2013
|
2012
|
||||||
Cost of Goods Sold
|
$
|
8
|
|
$
|
11
|
|
$
|
19
|
|
Selling, General and Administrative Expenses
|
82
|
|
69
|
|
82
|
|
|||
Research and Development Expenses
|
31
|
|
20
|
|
29
|
|
|||
Total Stock-Based Compensation Expense Included in Operating Expenses
|
121
|
|
100
|
|
130
|
|
|||
Loss from Continuing Operations Before Income Taxes
|
(121
|
)
|
(100
|
)
|
(130
|
)
|
|||
Income Tax Benefit
|
40
|
|
34
|
|
43
|
|
|||
Net Loss
|
$
|
(81
|
)
|
$
|
(66
|
)
|
$
|
(87
|
)
|
Basic Loss per Share
|
$
|
(0.16
|
)
|
$
|
(0.12
|
)
|
$
|
(0.16
|
)
|
Diluted Loss per Share
|
$
|
(0.15
|
)
|
$
|
(0.12
|
)
|
$
|
(0.16
|
)
|
Net Cash Required by Operating Activities
|
$
|
(72
|
)
|
$
|
(79
|
)
|
$
|
(50
|
)
|
Net Cash Provided by Financing Activities
|
$
|
72
|
|
$
|
79
|
|
$
|
50
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Options
|
|
Outstanding
Weighted-Average
Exercise Price
|
|||
Balance Outstanding Aug. 31, 2011
|
21,509,035
|
|
|
$
|
51.78
|
|
Granted
|
2,300,980
|
|
|
74.76
|
|
|
Exercised
|
(3,967,203
|
)
|
|
29.51
|
|
|
Forfeited
|
(387,878
|
)
|
|
76.12
|
|
|
Balance Outstanding Aug. 31, 2012
|
19,454,934
|
|
|
58.56
|
|
|
Granted
|
1,912,030
|
|
|
90.70
|
|
|
Exercised
|
(5,306,225
|
)
|
|
48.33
|
|
|
Forfeited
|
(196,852
|
)
|
|
79.95
|
|
|
Balance Outstanding Aug. 31, 2013
|
15,863,887
|
|
|
65.59
|
|
|
Granted
|
2,302,786
|
|
|
84.97
|
|
|
Exercised
|
(4,537,028
|
)
|
|
54.72
|
|
|
Forfeited
|
(192,010
|
)
|
|
90.06
|
|
|
Balance Outstanding Aug. 31, 2014
|
13,437,635
|
|
|
$
|
72.23
|
|
|
Restricted
Stock
|
Weighted-Average
Grant Date
Fair Values
|
Restricted
Stock
Units
|
Weighted-Average
Grant Date
Fair Values
|
Directors’
Deferred
Stock
|
Weighted-Average
Grant Date
Fair Value
|
||||||||||||
Nonvested as of Aug. 31, 2013
|
7,951
|
|
$
|
76.10
|
|
1,656,187
|
|
$
|
77.15
|
|
—
|
|
$
|
—
|
|
|||
Granted
|
4,831
|
|
108.10
|
|
1,185,136
|
|
102.10
|
|
18,903
|
|
98.38
|
|
||||||
Vested
|
(8,740
|
)
|
77.48
|
|
(428,942
|
)
|
73.91
|
|
(18,903
|
)
|
98.38
|
|
||||||
Forfeitures
|
—
|
|
—
|
|
(183,384
|
)
|
95.30
|
|
—
|
|
—
|
|
||||||
Nonvested as of Aug. 31, 2014
|
4,042
|
|
$
|
111.37
|
|
2,228,997
|
|
$
|
89.54
|
|
—
|
|
$
|
—
|
|
|||
(Dollars in millions)
|
|
|
|
|
|
|
||||||||||||
Pre-tax unrecognized compensation expense, net of estimated forfeitures as applicable
|
$
|
—
|
|
|
$
|
94
|
|
|
$
|
—
|
|
|
||||||
Remaining weighted-average period of expense recognition/requisite service periods in years
|
2
|
|
|
2
|
|
|
0
|
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Weighted-average grant-date
fair value during fiscal year
|
|
Total fair value of equity
vested during fiscal year
|
||||||||||||||||||||
(Dollars in millions, except per share amounts)
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Restricted stock
|
$
|
108.10
|
|
|
$
|
96.06
|
|
|
$
|
68.93
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Restricted stock units
|
$
|
102.10
|
|
|
$
|
88.80
|
|
|
$
|
71.65
|
|
|
$
|
32
|
|
|
$
|
16
|
|
|
$
|
102
|
|
Directors’ deferred stock
|
$
|
98.38
|
|
|
$
|
87.58
|
|
|
$
|
68.93
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
Lattice-binomial
|
|||||||
Assumptions
|
2014
|
|
2013
|
|
2012
|
|||
Expected Dividend Yield
|
1.7
|
%
|
|
1.9
|
%
|
|
1.8
|
%
|
Expected Volatility
|
19%-36%
|
|
|
23%-37%
|
|
|
28%-39%
|
|
Weighted-Average Volatility
|
27.5
|
%
|
|
30.4
|
%
|
|
37.0
|
%
|
Risk-Free Interest Rates
|
0.70%-2.34%
|
|
|
0.85%-2.00%
|
|
|
0.98%-1.62%
|
|
Weighted-Average Risk-Free Interest Rate
|
1.66
|
%
|
|
1.14
|
%
|
|
1.57
|
%
|
Expected Option Life (in years)
|
6
|
|
|
7
|
|
|
6
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
(Dollars in millions)
|
Foreign Currency Translation Adjustments
|
Net Unrealized Gain on Available for Sale Securities
|
Cash Flow Hedges
|
Postretirement Benefit Items
|
Total Accumulated Other Comprehensive Loss
|
||||||||||
Balance as of Aug. 31, 2012
|
$
|
(602
|
)
|
$
|
5
|
|
$
|
29
|
|
$
|
(468
|
)
|
$
|
(1,036
|
)
|
Other comprehensive income (loss)
|
(229
|
)
|
3
|
|
(144
|
)
|
128
|
|
(242
|
)
|
|||||
Balance as of Aug. 31, 2013
|
(831
|
)
|
8
|
|
(115
|
)
|
(340
|
)
|
(1,278
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
100
|
|
—
|
|
(69
|
)
|
88
|
|
119
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
(3
|
)
|
17
|
|
31
|
|
45
|
|
|||||
Net current-period other comprehensive income (loss)
|
100
|
|
(3
|
)
|
(52
|
)
|
119
|
|
164
|
|
|||||
Balance as of Aug. 31, 2014
|
$
|
(731
|
)
|
$
|
5
|
|
$
|
(167
|
)
|
$
|
(221
|
)
|
$
|
(1,114
|
)
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
Affected Line Item in the Statement of Consolidated Operations
|
||
|
Twelve months ended Aug. 31, 2014
|
|
||
Available for Sale Securities:
|
|
|
||
Gain on Sale of Security
|
$
|
(6
|
)
|
Other expense, net
|
Impairment
|
1
|
|
Other expense, net
|
|
|
(5
|
)
|
Total before income taxes
|
|
|
2
|
|
Income tax provision
|
|
|
$
|
(3
|
)
|
Net of tax
|
|
|
|
||
Cash Flow Hedges:
|
|
|
||
Foreign Exchange Contracts
|
$
|
(3
|
)
|
Net sales
|
Foreign Exchange Contracts
|
3
|
|
Cost of goods sold
|
|
Commodity Contracts
|
14
|
|
Cost of goods sold
|
|
Interest Rate Contracts
|
12
|
|
Interest expense
|
|
|
26
|
|
Total before income taxes
|
|
|
(9
|
)
|
Income tax provision
|
|
|
$
|
17
|
|
Net of tax
|
|
|
|
||
Postretirement Benefit Items:
|
|
|
||
Amortization of Unrecognized Net Loss
|
$
|
14
|
|
Inventory / Cost of goods sold
(1)
|
Amortization of Unrecognized Net Loss
|
36
|
|
Selling, general and administrative expenses
|
|
|
50
|
|
Total before income taxes
|
|
|
(19
|
)
|
Income tax provision
|
|
|
$
|
31
|
|
Net of tax
|
|
|
|
||
Total Reclassifications For The Period
|
$
|
45
|
|
Net of tax
|
(1)
|
The amortization of unrecognized net loss is recorded to net periodic benefit cost, which is allocated to selling, general and administrative expenses and to inventory, which is recognized through cost of goods sold. The company recorded
$14 million
of net periodic benefit cost to inventory, of which approximately
$14 million
was recognized in cost of goods sold during the
twelve months ended Aug. 31, 2014
. See Note
17
-
Postretirement Benefits - Pensions
- and Note
18
-
Postretirement Benefits - Health Care and Other Postemployment Benefits
- for additional information.
|
|
Year Ended Aug. 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Weighted-Average Number of Common Shares
|
519.3
|
|
|
533.7
|
|
|
534.1
|
|
Dilutive Potential Common Shares
|
5.6
|
|
|
6.0
|
|
|
6.1
|
|
Antidilutive Potential Common Shares
|
1.7
|
|
|
1.8
|
|
|
6.7
|
|
Shares Excluded From Computation of Dilutive Potential Shares with Exercise Prices Greater than the Average Market Price of Common Shares for the Period
|
—
|
|
|
0.1
|
|
|
4.5
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Interest
|
$
|
158
|
|
|
$
|
141
|
|
|
$
|
159
|
|
Taxes
|
1,019
|
|
|
907
|
|
|
688
|
|
•
|
In fourth quarter
2014
,
2013
and
2012
, the board of directors declared a dividend payable in first quarter 2015, 2014 and 2013, respectively. As of
Aug. 31, 2014
,
2013
and
2012
, a dividend payable of
$239 million
,
$228 million
and
$200 million
, respectively, was recorded.
|
•
|
During fiscal years
2014
,
2013
and
2012
, the company recognized noncash transactions related to stock-based compensation and acquisitions. See Note
20
-
Stock-Based Compensation Plans
-
for further discussion of stock-based compensation and Note
4
-
Business Combinations and Collaborative Arrangements
-
for acquisition activity.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
|
|
Payments Due by Fiscal Year Ending Aug. 31,
|
|||||||||||||||||||||||||
(Dollars in millions)
|
Total
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020 and
beyond
|
|||||||||||||||
Total Debt, including Capital Lease Obligations
(1)
|
$
|
7,761
|
|
|
$
|
233
|
|
|
$
|
307
|
|
|
$
|
901
|
|
|
$
|
302
|
|
|
$
|
802
|
|
|
$
|
5,216
|
|
|
Interest Payments Relating to Long-Term Debt and Capital Lease Obligations
(1)
|
5,755
|
|
|
273
|
|
|
272
|
|
261
|
|
261
|
|
|
255
|
|
|
236
|
|
|
4,458
|
|
|||||||
Operating Lease Obligations
|
556
|
|
|
133
|
|
|
102
|
|
|
80
|
|
|
65
|
|
|
57
|
|
|
119
|
|
||||||||
Purchase Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commitments to purchase inventories
|
2,079
|
|
|
1,201
|
|
|
255
|
|
|
217
|
|
|
216
|
|
|
186
|
|
|
4
|
|
||||||||
Commitments to purchase breeding research
|
605
|
|
|
55
|
|
|
55
|
|
|
55
|
|
|
55
|
|
|
55
|
|
|
330
|
|
||||||||
R&D alliances and joint venture obligations
|
182
|
|
|
53
|
|
|
54
|
|
|
32
|
|
|
28
|
|
|
8
|
|
|
7
|
|
||||||||
Uncompleted additions to property
|
79
|
|
|
72
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other purchase obligations
|
15
|
|
|
12
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||||
Other Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Postretirement liabilities
(2)
|
76
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Unrecognized tax benefits
(3)
|
87
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other liabilities
|
188
|
|
|
27
|
|
|
21
|
|
|
8
|
|
|
6
|
|
|
6
|
|
|
120
|
|
||||||||
Total Contractual Obligations
|
$
|
17,383
|
|
|
$
|
2,135
|
|
|
$
|
1,074
|
|
|
$
|
1,555
|
|
|
$
|
928
|
|
|
$
|
1,350
|
|
|
$
|
10,254
|
|
(1)
|
For variable rate debt, interest is calculated using the applicable rates as of
Aug. 31, 2014
.
|
(2)
|
Includes the company’s planned pension and other postretirement benefit contributions for 2015. The actual amounts funded in 2015 may differ from the amounts listed above. Contributions in 2016 and beyond are excluded as those amounts are unknown. Refer to Note
17
-
Postretirement Benefits - Pensions
- and Note
18
-
Postretirement Benefits - Health Care and Other Postemployment Benefits
- for more information.
|
(3)
|
Unrecognized tax benefits relate to uncertain tax positions recorded under the Income Taxes topic of the ASC. The company is unable to reasonably predict the timing of tax settlements, as tax audits can involve complex issues and the resolution of those issues may span multiple years, particularly if subject to negotiation or litigation. See Note
13
-
Income Taxes
- for more information.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
As of Aug. 31,
|
||||||
(Dollars in millions)
|
2014
|
|
2013
|
||||
Europe-Africa
(1)
|
$
|
522
|
|
|
$
|
504
|
|
U.S. Agricultural Product Distributors
|
579
|
|
|
455
|
|
||
Argentina
(1)
|
327
|
|
|
298
|
|
||
Asia-Pacific
(1)
|
175
|
|
|
151
|
|
||
Mexico
(1)
|
160
|
|
|
132
|
|
||
Brazil
(1)
|
178
|
|
|
101
|
|
||
Canada
(1)
|
22
|
|
|
23
|
|
||
Other
|
123
|
|
|
119
|
|
||
Gross Trade Receivables
|
2,086
|
|
|
1,783
|
|
||
Less: Allowance for Doubtful Accounts
|
(72
|
)
|
|
(68
|
)
|
||
Net Trade Receivables
|
$
|
2,014
|
|
|
$
|
1,715
|
|
(1)
|
Represents customer receivables within the specified geography.
|
(Dollars in millions)
|
|
||
Aggregate Undiscounted Amount
|
$
|
149
|
|
Discounted Portion:
|
|
|
|
Expected payment (undiscounted) for:
|
|
|
|
2015
|
27
|
|
|
2016
|
21
|
|
|
2017
|
8
|
|
|
2018
|
6
|
|
|
2019
|
6
|
|
|
Undiscounted aggregate expected payments after 2019
|
120
|
|
|
Aggregate Amount to be Discounted as of Aug. 31, 2014
|
188
|
|
|
Discount, as of Aug. 31, 2014
|
(46
|
)
|
|
Aggregate Discounted Amount Accrued as of Aug. 31, 2014
|
$
|
142
|
|
Total Environmental and Litigation Reserve as of Aug. 31, 2014
|
$
|
291
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
(Dollars in millions)
|
|
||
Balance at Aug. 31, 2011
|
$
|
265
|
|
Payments
|
(53
|
)
|
|
Accretion
|
6
|
|
|
Adjustments to liabilities recognized in fiscal year 2012
|
52
|
|
|
Balance at Aug. 31, 2012
|
$
|
270
|
|
Payments
|
(35
|
)
|
|
Accretion
|
5
|
|
|
Adjustments to liabilities recognized in fiscal year 2013
|
31
|
|
|
Balance at Aug. 31, 2013
|
$
|
271
|
|
Payments
|
(69
|
)
|
|
Accretion
|
7
|
|
|
Adjustments to liabilities recognized in fiscal year 2014
|
82
|
|
|
Total Environmental and Litigation Reserve as of Aug. 31, 2014
|
$
|
291
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Net Sales
(1)
|
|
|
|
|
|
||||||
Corn seed and traits
|
$
|
6,401
|
|
|
$
|
6,596
|
|
|
$
|
5,814
|
|
Soybean seed and traits
|
2,102
|
|
|
1,653
|
|
|
1,771
|
|
|||
Cotton seed and traits
|
665
|
|
|
695
|
|
|
779
|
|
|||
Vegetable seeds
|
867
|
|
|
821
|
|
|
851
|
|
|||
All other crops seeds and traits
|
705
|
|
|
575
|
|
|
574
|
|
|||
Total Seeds and Genomics
|
$
|
10,740
|
|
|
$
|
10,340
|
|
|
$
|
9,789
|
|
Agricultural productivity
|
5,115
|
|
|
4,521
|
|
|
3,715
|
|
|||
Total Agricultural Productivity
|
$
|
5,115
|
|
|
$
|
4,521
|
|
|
$
|
3,715
|
|
Total
|
$
|
15,855
|
|
|
$
|
14,861
|
|
|
$
|
13,504
|
|
Gross Profit
|
|
|
|
|
|
||||||
Corn seed and traits
|
$
|
3,932
|
|
|
$
|
3,929
|
|
|
$
|
3,589
|
|
Soybean seed and traits
|
1,364
|
|
|
948
|
|
|
1,160
|
|
|||
Cotton seed and traits
|
461
|
|
|
519
|
|
|
585
|
|
|||
Vegetable seeds
|
401
|
|
|
337
|
|
|
419
|
|
|||
All other crops seeds and traits
|
438
|
|
|
350
|
|
|
306
|
|
|||
Total Seeds and Genomics
|
$
|
6,596
|
|
|
$
|
6,083
|
|
|
$
|
6,059
|
|
Agricultural productivity
|
1,978
|
|
|
1,570
|
|
|
986
|
|
|||
Total Agricultural Productivity
|
$
|
1,978
|
|
|
$
|
1,570
|
|
|
$
|
986
|
|
Total
|
$
|
8,574
|
|
|
$
|
7,653
|
|
|
$
|
7,045
|
|
EBIT
(2)(3)
|
|
|
|
|
|
||||||
Seeds and genomics
|
$
|
2,607
|
|
|
$
|
2,412
|
|
|
$
|
2,570
|
|
Agricultural productivity
|
1,345
|
|
|
1,048
|
|
|
477
|
|
|||
Total
|
$
|
3,952
|
|
|
$
|
3,460
|
|
|
$
|
3,047
|
|
Depreciation and Amortization Expense
|
|
|
|
|
|
||||||
Seeds and genomics
|
$
|
568
|
|
|
$
|
495
|
|
|
$
|
510
|
|
Agricultural productivity
|
123
|
|
|
120
|
|
|
112
|
|
|||
Total
|
$
|
691
|
|
|
$
|
615
|
|
|
$
|
622
|
|
Equity Affiliate Loss (Income)
(4)
|
|
|
|
|
|
||||||
Seeds and genomics
|
$
|
8
|
|
|
$
|
(15
|
)
|
|
$
|
(10
|
)
|
Agricultural productivity
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
8
|
|
|
$
|
(15
|
)
|
|
$
|
(10
|
)
|
Total Assets
(5)
|
|
|
|
|
|
||||||
Seeds and genomics
|
$
|
17,598
|
|
|
$
|
16,246
|
|
|
$
|
15,944
|
|
Agricultural productivity
|
4,383
|
|
|
4,418
|
|
|
4,280
|
|
|||
Total
|
$
|
21,981
|
|
|
$
|
20,664
|
|
|
$
|
20,224
|
|
Property, Plant and Equipment Purchases
|
|
|
|
|
|
||||||
Seeds and genomics
|
$
|
831
|
|
|
$
|
619
|
|
|
$
|
493
|
|
Agricultural productivity
|
174
|
|
|
122
|
|
|
153
|
|
|||
Total
|
$
|
1,005
|
|
|
$
|
741
|
|
|
$
|
646
|
|
Investment in Equity Affiliates
|
|
|
|
|
|
||||||
Seeds and genomics
|
$
|
126
|
|
|
$
|
91
|
|
|
$
|
142
|
|
Agricultural productivity
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
126
|
|
|
$
|
91
|
|
|
$
|
142
|
|
(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) attributable to Monsanto Company 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 income of
$22 million
,
$17 million
and
$10 million
from discontinued operations for fiscal years 2014, 2013 and 2012, respectively.
|
(4)
|
Equity affiliate loss (income) is included in Other expense, net in the Statements of Consolidated Operations.
|
(5)
|
Includes assets recorded in continuing operations and discontinued operations.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
EBIT
(1)
|
$
|
3,952
|
|
|
$
|
3,460
|
|
|
$
|
3,047
|
|
Interest Expense — Net
|
146
|
|
|
80
|
|
|
114
|
|
|||
Income Tax Provision
(2)
|
1,066
|
|
|
898
|
|
|
888
|
|
|||
Net Income Attributable to Monsanto Company
|
$
|
2,740
|
|
|
$
|
2,482
|
|
|
$
|
2,045
|
|
(1)
|
Includes the income 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 on discontinued operations.
|
|
Net Sales to Unaffiliated Customers
|
|
Long-Lived Assets
|
||||||||||||||||
|
Year Ended Aug. 31,
|
|
As of Aug. 31,
|
||||||||||||||||
(Dollars in millions)
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2014
|
|
|
2013
|
|
|||||
United States
|
$
|
8,625
|
|
|
$
|
8,044
|
|
|
$
|
7,367
|
|
|
$
|
8,174
|
|
|
$
|
6,881
|
|
Europe-Africa
|
2,192
|
|
|
2,042
|
|
|
1,716
|
|
|
1,460
|
|
|
1,345
|
|
|||||
Brazil
|
1,778
|
|
|
1,547
|
|
|
1,588
|
|
|
871
|
|
|
696
|
|
|||||
Argentina
|
1,092
|
|
|
1,121
|
|
|
873
|
|
|
396
|
|
|
347
|
|
|||||
Asia-Pacific
|
837
|
|
|
806
|
|
|
837
|
|
|
315
|
|
|
270
|
|
|||||
Canada
|
636
|
|
|
615
|
|
|
541
|
|
|
124
|
|
|
100
|
|
|||||
Mexico
|
503
|
|
|
466
|
|
|
385
|
|
|
135
|
|
|
118
|
|
|||||
Other
|
192
|
|
|
220
|
|
|
197
|
|
|
381
|
|
|
376
|
|
|||||
Total
|
$
|
15,855
|
|
|
$
|
14,861
|
|
|
$
|
13,504
|
|
|
$
|
11,856
|
|
|
$
|
10,133
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
(Dollars in millions, except per share amounts)
|
|
|
|
|
|
||||||||||
|
1st
|
2nd
|
3rd
|
4th
|
|
||||||||||
2014
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Total
|
||||||||||
Net Sales
|
$
|
3,143
|
|
$
|
5,832
|
|
$
|
4,250
|
|
$
|
2,630
|
|
$
|
15,855
|
|
Gross Profit
|
1,563
|
|
3,447
|
|
2,331
|
|
1,233
|
|
8,574
|
|
|||||
Income (Loss) from Continuing Operations Attributable to Monsanto Company
|
359
|
|
1,666
|
|
858
|
|
(156
|
)
|
2,727
|
|
|||||
Income on Discontinued Operations
|
9
|
|
4
|
|
—
|
|
—
|
|
13
|
|
|||||
Net Income (Loss)
|
373
|
|
1,672
|
|
880
|
|
(163
|
)
|
2,762
|
|
|||||
Net Income (Loss) Attributable to Monsanto Company
|
$
|
368
|
|
$
|
1,670
|
|
$
|
858
|
|
$
|
(156
|
)
|
$
|
2,740
|
|
Basic Earnings (Loss) per Share Attributable to Monsanto Company:
(1)
|
|
|
|
|
|
||||||||||
Income (Loss) from continuing operations
|
$
|
0.68
|
|
$
|
3.18
|
|
$
|
1.64
|
|
$
|
(0.31
|
)
|
$
|
5.25
|
|
Income on discontinued operations
|
0.02
|
|
—
|
|
—
|
|
—
|
|
0.03
|
|
|||||
Net Income (Loss) Attributable to Monsanto Company
|
$
|
0.70
|
|
$
|
3.18
|
|
$
|
1.64
|
|
$
|
(0.31
|
)
|
$
|
5.28
|
|
Diluted Earnings (Loss) per Share Attributable to Monsanto Company:
(1)
|
|
|
|
|
|
||||||||||
Income (Loss) from continuing operations
|
$
|
0.67
|
|
$
|
3.15
|
|
$
|
1.62
|
|
$
|
(0.31
|
)
|
$
|
5.19
|
|
Income on discontinued operations
|
0.02
|
|
—
|
|
—
|
|
—
|
|
0.03
|
|
|||||
Net Income (Loss) Attributable to Monsanto Company
|
$
|
0.69
|
|
$
|
3.15
|
|
$
|
1.62
|
|
$
|
(0.31
|
)
|
$
|
5.22
|
|
2013
|
|
|
|
|
|
||||||||||
Net Sales
|
$
|
2,939
|
|
$
|
5,472
|
|
$
|
4,248
|
|
$
|
2,202
|
|
$
|
14,861
|
|
Gross Profit
|
1,397
|
|
3,070
|
|
2,262
|
|
924
|
|
7,653
|
|
|||||
Income (Loss) from Continuing Operations Attributable to Monsanto Company
|
332
|
|
1,479
|
|
909
|
|
(249
|
)
|
2,471
|
|
|||||
Income on Discontinued Operations
|
7
|
|
4
|
|
—
|
|
—
|
|
11
|
|
|||||
Net Income (Loss)
|
349
|
|
1,483
|
|
932
|
|
(239
|
)
|
2,525
|
|
|||||
Net Income (Loss) Attributable to Monsanto Company
|
$
|
339
|
|
$
|
1,483
|
|
$
|
909
|
|
$
|
(249
|
)
|
$
|
2,482
|
|
Basic Earnings (Loss) per Share Attributable to Monsanto Company:
(1)
|
|
|
|
|
|
||||||||||
Income (Loss) from continuing operations
|
$
|
0.62
|
|
$
|
2.77
|
|
$
|
1.70
|
|
$
|
(0.47
|
)
|
$
|
4.63
|
|
Income on discontinued operations
|
0.01
|
|
0.01
|
|
—
|
|
—
|
|
0.02
|
|
|||||
Net Income (Loss) Attributable to Monsanto Company
|
$
|
0.63
|
|
$
|
2.78
|
|
$
|
1.70
|
|
$
|
(0.47
|
)
|
$
|
4.65
|
|
Diluted Earnings (Loss) per Share Attributable to Monsanto Company:
(1)
|
|
|
|
|
|
||||||||||
Income (Loss) from continuing operations
|
$
|
0.62
|
|
$
|
2.73
|
|
$
|
1.68
|
|
$
|
(0.47
|
)
|
$
|
4.58
|
|
Income on discontinued operations
|
0.01
|
|
0.01
|
|
—
|
|
—
|
|
0.02
|
|
|||||
Net Income (Loss) Attributable to Monsanto Company
|
$
|
0.63
|
|
$
|
2.74
|
|
$
|
1.68
|
|
$
|
(0.47
|
)
|
$
|
4.60
|
|
(1)
|
Because Monsanto reported a loss from continuing operations in the fourth quarter 2014 and 2013, generally accepted accounting principles require diluted loss per share to be calculated using weighted-average common shares outstanding, excluding common stock equivalents. As a result, the quarterly earnings (loss) per share may not total to the full-year amount.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
•
|
Information appearing under the heading “Nominees and Current Board of Directors” including biographical information regarding nominees for election to, and members of, the Board of Directors;
|
•
|
Information appearing under the heading “Section 16(a) Beneficial Ownership Reporting Compliance”; and
|
•
|
Information appearing under the heading “Board Meetings, Committees and Memberships — Board Committees — Audit and Finance Committee,” regarding the membership and function of the Audit and Finance Committee, and the financial expertise of its members.
|
Name—Age
|
|
Present Position
with Registrant
|
|
Year First
Became an
Executive Officer
|
|
Other Business Experience since Sept. 1, 2009
*
|
Brett D. Begemann, 53
|
|
President and Chief Operating Officer
|
|
2003
|
|
Executive Vice President, Global Commercial — Monsanto Company, 10/07-10/09; Executive Vice President, Seeds and Traits — Monsanto Company, 10/09-1/11; Executive Vice President and Chief Commercial Officer — Monsanto Company, 1/11-8/12; President and Chief Commercial Officer — Monsanto Company, 8/12-10/13; present position, 10/13
|
Pierre Courduroux, 49
|
|
Senior Vice President and Chief Financial Officer
|
|
2011
|
|
Global Finance Lead, Vegetables Business — Monsanto Company, 10/07-12/09; Global Seeds and Traits Finance Lead — Monsanto Company, 12/09-1/11, present position, 1/11
|
Robert T. Fraley, 61
|
|
Executive Vice President and Chief Technology Officer
|
|
2000
|
|
Present position, 8/00
|
Michael J. Frank, 50
|
|
Vice President, Global Commercial
|
|
2013
|
|
President, Monsanto China - Monsanto Company, 2008-2009; Vice President Crop Protection & Operations - Monsanto Company, 2010; Vice President-Crop Protection & Global Product Strategy - Monsanto Company, 11/10-4/11; Vice President-Global Manufacturing Operations & Global Product Strategy - Monsanto Company, 5/11-12/12; Lead, EMEA, China, Asia-Pacific and India Row Crops and Global Vegetables - Monsanto Company, 1/13-7/13; Vice President, International Row Crops and Vegetables - Monsanto Company, 8/13-8/14; present position, 9/14
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
David A. Friedberg, 34
|
|
Vice President, and Chief Executive Officer, Climate
|
|
2014
|
|
Chief Executive Officer, President and Director, The Climate Corporation, 2006-8/14; present position 9/14
|
Hugh Grant, 56
|
|
Chairman of the Board and Chief Executive Officer
|
|
2000
|
|
Chairman of the Board, President and Chief Executive Officer — Monsanto Company, 10/03-8/12; present position, 8/12
|
Tom D. Hartley, 55
|
|
Vice President and Treasurer
|
|
2008
|
|
Present position, 12/08
|
Janet M. Holloway, 60
|
|
Senior Vice President, Chief of Staff and Community Relations
|
|
2000
|
|
Present position, 10/07
|
Steven C. Mizell, 54
|
|
Executive Vice President, Human Resources
|
|
2004
|
|
Present position, 8/07
|
Kerry J. Preete, 54
|
|
Executive Vice President, Global Strategy
|
|
2008
|
|
Vice President, Commercial and President, Crop Protection - Monsanto Company, 8/09-10/09; Vice President, Crop Protection - Monsanto Company, 10/09-10/10; Senior Vice President, Global Strategy - Monsanto Company, 10/10-8/12; present position, 8/12
|
Nicole M. Ringenberg, 53
|
|
Vice President and Controller
|
|
2007
|
|
Vice President, Finance and Operations, Global Commercial — Monsanto Company, 10/07-10/09; Vice President, Finance, Seeds & Traits — Monsanto Company, 10/09-12/09; present position, 12/09
|
David F. Snively, 60
|
|
Executive Vice President, Secretary and General Counsel
|
|
2006
|
|
Senior Vice President, Secretary and General Counsel — Monsanto Company, 9/06-9/10; present position, 9/10
|
Michael K. Stern, 53
|
|
Vice President, and President and Chief Operating Officer, Climate
|
|
2013
|
|
Lead, U.S. Row Crops - Monsanto Company, 8/09-12/12; Lead, Americas Row Crops - Monsanto Company, 1/13-7/13; Vice President, Americas Row Crops - Monsanto Company, 8/13-8/14; present position, 9/14
|
*
|
Prior to Sept. 1, 2000, the businesses of the current Monsanto Company were the agricultural division of Pharmacia LLC.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
(a)
|
Documents filed as part of this Report:
|
(1)
|
The following financial statements appearing in Item 8: “Statements of Consolidated Operations”; “Statements of Consolidated Comprehensive Income”, “Statements of Consolidated Financial Position”; “Statements of Consolidated Cash Flows”; “Statements of Consolidated Shareowners’ Equity.”
|
(2)
|
Exhibits: The list of exhibits in the Exhibit Index to this Report is incorporated herein by reference. The exhibits will be filed with the SEC but will not be included in the printed version of the Annual Report to Shareowners.
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
|
MONSANTO COMPANY
|
|
|
(Registrant)
|
|
|
|
|
By:
|
/s/ NICOLE M. RINGENBERG
|
|
|
Nicole M. Ringenberg
|
|
|
Vice President and Controller
|
|
|
(Principal Accounting Officer)
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ GREGORY H. BOYCE
|
|
Director
|
|
Oct. 29, 2014
|
(Gregory H. Boyce)
|
|
|
|
|
|
|
|
|
|
/s/ DAVID L. CHICOINE
|
|
Director
|
|
Oct. 29, 2014
|
(David L. Chicoine)
|
|
|
|
|
|
|
|
||
/s/ JANICE L. FIELDS
|
|
Director
|
|
Oct. 29, 2014
|
(Janice L. Fields)
|
|
|
|
|
|
|
|
||
/s/ HUGH GRANT
|
|
Chairman of the Board and
|
|
Oct. 29, 2014
|
(Hugh Grant)
|
|
Chief Executive Officer, Director
(Principal Executive Officer)
|
|
|
|
|
|
||
/s/ ARTHUR H. HARPER
|
|
Director
|
|
Oct. 29, 2014
|
(Arthur H. Harper)
|
|
|
|
|
|
|
|
||
/s/ LAURA K. IPSEN
|
|
Director
|
|
Oct. 29, 2014
|
(Laura K. Ipsen)
|
|
|
|
|
|
|
|
||
|
|
Director
|
|
|
(Gwendolyn S. King)
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
(Marcos M. Lutz)
|
|
|
||
|
|
|
|
|
/s/ C. STEVEN MCMILLAN
|
|
Director
|
|
Oct. 29, 2014
|
(C. Steven McMillan)
|
|
|
|
|
|
|
|
||
/s/ JON R. MOELLER
|
|
Director
|
|
Oct. 29, 2014
|
(Jon R. Moeller)
|
|
|
|
|
|
|
|
||
/s/ WILLIAM U. PARFET
|
|
Director
|
|
Oct. 29, 2014
|
(William U. Parfet)
|
|
|
|
|
|
|
|
||
/s/ GEORGE H. POSTE
|
|
Director
|
|
Oct. 29, 2014
|
(George H. Poste)
|
|
|
|
|
|
|
|
||
/s/ ROBERT J. STEVENS
|
|
Director
|
|
Oct. 29, 2014
|
(Robert J. Stevens)
|
|
|
|
|
|
|
|
||
/s/ PIERRE COURDUROUX
|
|
Senior Vice President, Chief Financial
|
|
Oct. 29, 2014
|
(Pierre Courduroux)
|
|
Officer (Principal Financial Officer)
|
|
|
|
|
|
||
/s/ NICOLE M. RINGENBERG
|
|
Vice President and Controller
|
|
Oct. 29, 2014
|
(Nicole M. Ringenberg)
|
|
(Principal Accounting Officer)
|
|
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
Exhibit No.
|
|
|
|
Description
|
|
2
|
|
|
1.
|
|
Separation Agreement, dated as of Sept. 1, 2000, between the company and Pharmacia (incorporated by reference to Exhibit 2.1 of Amendment No. 2 to Registration Statement on Form S-1, filed Sept. 22, 2000, File No. 333-36956).*
|
|
|
2.
|
|
First Amendment to Separation Agreement, dated July 1, 2002, between Pharmacia and the company (incorporated by reference to Exhibit 99.2 of Form 8-K, filed July 30, 2002, File No. 1-16167).*
|
|
3
|
|
|
1.
|
|
Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Form 10-Q, Filed June 27, 2013, File No. 1-16167).
|
|
|
2.
|
|
Monsanto Company Bylaws, as amended and restated effective April 16, 2013 (incorporated by reference to Exhibit 3.2(i) of Form 8-K, filed April 22, 2013, File No. 1-16167).
|
|
4
|
|
|
1.
|
|
Indenture, dated as of Aug. 1, 2002, between the company and The Bank of New York Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, filed Aug. 31, 2005, File No. 1-16167).
|
|
|
2.
|
|
Form of Registration Rights Agreement, dated Aug. 25, 2005, relating to 5
1
/
2
% Senior Notes due 2025 of the company (incorporated by reference to Exhibit 4.3 of Form 8-K, filed Aug. 31, 2005, File No. 1-16167).
|
|
|
|
3.
|
|
Indenture, dated as of July 1, 2014, between Monsanto Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, filed July 1, 2014, File No. 1-16167).
|
|
9
|
|
|
Omitted
|
||
10
|
|
|
1.
|
|
Tax Sharing Agreement, dated July 19, 2002, between the company and Pharmacia (incorporated by reference to Exhibit 10.4 of Form 10-Q for the period ended June 30, 2002, File No. 1-16167).
|
|
|
2.
|
|
Employee Benefits and Compensation Allocation Agreement between Pharmacia and the company, dated as of Sept. 1, 2000 (incorporated by reference to Exhibit 10.7 of Amendment No. 2 to Registration Statement on Form S-1, filed Sept. 22, 2000, File No. 333-36956).
|
|
|
|
2.1.
|
|
Amendment to Employee Benefits and Compensation Allocation Agreement between Pharmacia and the company, dated Sept. 1, 2000 (incorporated by reference to Exhibit 2.1 of Form 10-K for the period ended Dec. 31, 2001, File No. 1-16167).
|
|
|
|
3.
|
|
Intellectual Property Transfer Agreement, dated Sept. 1, 2000, between the company and Pharmacia (incorporated by reference to Exhibit 10.8 of Amendment No. 2 to Registration Statement on Form S-1, filed Sept. 22, 2000, File No. 333-36956).
|
|
|
|
4.
|
|
Services Agreement, dated Sept. 1, 2000, between the company and Pharmacia (incorporated by reference to Exhibit 10.9 of Amendment No. 2 to Registration Statement on Form S-1, filed Sept. 22, 2000, File No. 333-36956).
|
|
|
|
5.
|
|
Corporate Agreement, dated Sept. 1, 2000, between the company and Pharmacia (incorporated by reference to Exhibit 10.10 of Amendment No. 2 to Registration Statement on Form S-1, filed Sept. 22, 2000, File No. 333-36956).
|
|
|
|
6.
|
|
Agreement among Solutia, Pharmacia and the company, relating to settlement of certain litigation (incorporated by reference to Exhibit 10.25 of Form 10-K for the transition period ended Aug. 31, 2003, File No. 1-16167).
|
|
|
|
7.
|
|
Global Settlement Agreement, executed Sept. 9, 2003, in the U.S. District Court for the Northern District of Alabama, and in the Circuit Court of Etowah County, Alabama (incorporated by reference to Exhibit 10.25 of Form 10-K for the transition period ended Aug. 31, 2003, File No. 1-16167).
|
|
|
|
8.
|
|
Solutia’s Fifth Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (As Modified) (incorporated by reference to Exhibit 2.1 of Solutia’s Form 8-K filed December 5, 2007, SEC File No. 001-13255).
|
|
|
|
9.
|
|
Amended and Restated Settlement Agreement dated February 28, 2008, by and among Solutia Inc., Monsanto Company and SFC LLC (incorporated by reference to Exhibit 10.1 of Solutia’s Form 8-K filed March 5, 2008, SEC File No. 001-13255).
|
|
|
|
10.
|
|
First Amended and Restated Retiree Settlement Agreement dated as of July 10, 2007, among Solutia Inc., the company and the claimants set forth therein (incorporated by reference to Exhibit 10.3 of Solutia’s Form 8-K filed March 5, 2008, SEC File No. 001-13255).
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
|
11.
|
|
Letter Agreement between the company and Pharmacia, effective Aug. 13, 2002 (incorporated by reference to Exhibit 10.6 of Form 10-Q for the period ended June 30, 2002, File No. 1-16167).
|
|
|
|
12.
|
|
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 (incorporated by reference to Exhibit 10.5 of the Form 10-Q for the period ended May 31, 2012, File No. 1-16167).
|
|
|
|
12.1.
|
|
Commitment Increase Supplement to the Credit Agreement (dated April 1, 2011, as amended and extended as of May 31, 2012), effective September 30, 2014.
|
|
|
|
13.
|
|
The Monsanto Company Non-Employee Director Equity Incentive Compensation Plan, as amended and restated, effective September 1, 2014.
†
|
|
|
|
14.
|
|
Monsanto Company Long-Term Incentive Plan, as amended and restated, effective April 24, 2003 (formerly known as Monsanto 2000 Management Incentive Plan) (incorporated by reference to Appendix C to Notice of Annual Meeting and Proxy Statement dated March 13, 2003, File No. 1-16167).
†
|
|
|
|
14.1.
|
|
First Amendment, effective Jan. 29, 2004, to the Monsanto Company Long-Term Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.16.1 of the Form 10-Q for the period ended Feb. 29, 2004, File No. 1-16167).
†
|
|
|
|
14.2.
|
|
Second Amendment, effective Oct. 23, 2006, to the Monsanto Company Long-Term Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.18.2 of the Form 10-K for the period ended Aug. 31, 2006, File No. 1-16167).
†
|
|
|
|
14.3.
|
|
Third Amendment, effective June 14, 2007, to the Monsanto Company Long-Term Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.19.3 of Form 10-K for the period ended Aug. 31, 2007, File No. 1-16167).
†
|
|
|
|
14.4.
|
|
Fourth Amendment, effective June 14, 2007, to the Monsanto Company Long-Term Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.19.4 of Form 10-K for the period ended Aug. 31, 2007, File No. 1-16167).
†
|
|
|
14.5.
|
|
Fifth Amendment, effective Sept. 1, 2010, to the Monsanto Company Long-Term Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.1 to Form 8-K, filed Sept. 1, 2010, File No. 1-16167).
†
|
|
|
|
|
|
|
|
14.6.
|
|
Form of Terms and Conditions of Option Grant Under the Monsanto Company Long-Term Incentive Plan, as amended and restated, as of Oct. 2004 (incorporated by reference to Exhibit 10.16.2 of Form 10-K for the period ended Aug. 31, 2004, File No. 1-16167).
†
|
|
|
|
|
|
|
|
14.7.
|
|
Form of Terms and Conditions of Option Grant Under the Monsanto Company Long-Term Incentive Plan and the Monsanto Company 2005 Long-Term Incentive Plan, as approved by the People and Compensation Committee of the Board of Directors on Aug. 6, 2007 (incorporated by reference to Exhibit 10.3 to Form 8-K, filed Aug. 10, 2007, File No. 1-16167).
†
|
|
|
|
|
|
|
|
14.8.
|
|
Form of Terms and Conditions of Option Grant Under the Monsanto Company Long-Term Incentive Plan and the Monsanto Company 2005 Long-Term Incentive Plan, as of Oct. 2008 (incorporated by reference to Exhibit 10.19.7 to Form 10-K, filed Oct. 27, 2009, File No. 1-16167).
†
|
|
|
|
|
|
|
|
14.9.
|
|
Form of Terms and Conditions of Option Grant Under the Monsanto Company Long-Term Incentive Plan and the Monsanto Company 2005 Long-Term Incentive Plan, as approved on Oct. 25, 2010 (incorporated by reference to Exhibit 10.14.9 to Form 10-K, filed Oct. 27, 2010, File No. 1-16167).
†
|
|
|
|
|
|
|
|
14.10.
|
|
Form of Terms and Conditions of Option Grant Under the Monsanto Company Long-Term Incentive Plan and the Monsanto Company 2005 Long-Term Incentive Plan, as approved on Aug. 24, 2011 (incorporated by reference to Exhibit 10.14.10. to Form 10-K, filed Nov. 14, 2011, File No. 1-16167).
†
|
|
|
|
|
|
|
|
14.11.
|
|
Form of Terms and Conditions of Restricted Stock Grant Under the Monsanto Company Long-Term Incentive Plan (incorporated by reference to Exhibit 10.17.3 of Form 10-K for the period ended Aug. 31, 2005, File No. 1-16167).
†
|
|
|
|
|
|
|
|
14.12.
|
|
Form of Terms and Conditions of Restricted Stock Unit Grant Under the Monsanto Company Long-Term Incentive Plan, as of Oct. 2006 (incorporated by reference to Exhibit 10.18.5 of the Form 10-K for the period ended Aug. 31, 2006, File No. 1-16167).
†
|
|
|
|
|
|
|
|
14.13.
|
|
Form of Terms and Conditions of Restricted Stock Unit Grant Under the Monsanto Company Long-Term Incentive Plan, as of Oct. 2005 (incorporated by reference to Exhibit 10.17.4 of Form 10-K for the period ended Aug. 31, 2005, File No. 1-16167).
†
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
|
|
|
|
|
|
14.14.
|
|
Form of Terms and Conditions of Restricted Stock Unit Grant Under the Monsanto Company Long-Term Incentive Plan and the Monsanto Company 2005 Long-Term Incentive Plan, as approved by the People and Compensation Committee of the Board of Directors on Aug. 6, 2007 (incorporated by reference to Exhibit 10.4 to Form 8-K, filed Aug. 10, 2007, File No. 1-16167).
†
|
|
|
|
|
|
|
|
14.15.
|
|
Form of Non-Employee Director Restricted Share Grant Terms and Conditions Under the Monsanto Company Long-Term Incentive Plan and the Monsanto 2005 Long-Term Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.16.2 of the Form 10-Q for the period ended May 31, 2004, File No. 1-16167).
†
|
|
|
|
|
|
|
|
14.16.
|
|
Form of Non-Employee Director Restricted Share Grant Terms and Conditions Under the Monsanto Company Long-Term Incentive Plan and the Monsanto 2005 Long-Term Incentive Plan, as approved on Aug. 3, 2011 (incorporated by reference to Exhibit 10.14.16 to Form 10-K, filed Nov. 14. 2011, File No. 1-16167).
†
|
|
|
|
|
|
|
|
15.
|
|
Monsanto Company 2005 Long-Term Incentive Plan (as Amended and Restated as of January 24, 2012) (incorporated by reference to Appendix D to the Monsanto Company Proxy Statement, filed Dec. 9, 2011, File No. 1-16167).
†
|
|
|
|
|
|
|
|
15.1.
|
|
Form of Terms and Conditions of Option Grant Under the Monsanto Company 2005 Long-Term Incentive Plan (as Amended and Restated as of Jan. 24, 2012), as approved on Aug. 29, 2012 (incorporated by reference to Exhibit 10.2 to Form 8-K, filed Aug. 31, 2012, File No. 1-16167).
†
|
|
|
|
|
|
|
|
15.2.
|
|
Form of Terms and Conditions of Restricted Stock Units Grant Under the Monsanto Company 2005 Long-Term Incentive Plan, as approved by the People and Compensation Committee of the Board of Directors by executed unanimous written consent on Oct. 11, 2007 (incorporated by reference to Exhibit 10.1 of Form 8-K, filed Oct. 17, 2007, File No. 1-16167).
†
|
|
|
|
|
|
|
|
15.3.
|
|
Form of Terms and Conditions of Restricted Stock Units Grant Under the Monsanto Company 2005 Long-Term Incentive Plan, as approved by the People and Compensation Committee of the Board of Directors on Oct. 20, 2008 (incorporated by reference to Exhibit 20.5 of Form 10-K for the period ended Aug. 31, 2009, File No. 1-16167).
†
|
|
|
|
|
|
|
|
15.4.
|
|
Form of Terms and Conditions of Restricted Stock Units Grant Under the Monsanto Company 2005 Long-Term Incentive Plan, as approved by the People and Compensation Committee of the Board of Directors on Oct. 26, 2009 (incorporated by reference to Exhibit 10.20.6 to Form 10-K, filed Oct. 27, 2009, File No. 16167).
†
|
|
|
|
|
|
|
|
15.5.
|
|
Form of Terms and Conditions of Fiscal Year 2011 Restricted Stock Unit Grant Under the Monsanto Company 2005 Long-Term Incentive Plan, as approved on Aug. 26, 2010 (incorporated by reference to Exhibit 10.4 to Form 8-K, filed Sept. 1, 2010, File No. 1-16167).
†
|
|
|
|
|
|
|
|
15.6.
|
|
Form of Terms and Conditions of Restricted Stock Unit Grant Under the Monsanto Company Long-Term Incentive Plan and the 2005 Long-Term Incentive Plan, as approved on Aug. 24, 2011 (incorporated by reference to Exhibit 10.15.9. to Form 10-K, filed Nov. 14, 2011, File No. 1-16167).
†
|
|
|
|
|
|
|
|
15.7.
|
|
Form of Terms and Conditions of Restricted Stock Units Grant Under the Monsanto Company 2005 Long-Term Incentive Plan (as Amended and Restated as of Jan. 24, 2012), as approved on Aug. 29, 2012 (incorporated by reference to Exhibit 10.4 to Form 8-K, filed Aug. 31, 2012, File No. 1-16167).
†
|
|
|
|
|
|
|
|
15.8.
|
|
Form of Terms and Conditions of Financial Goal Restricted Stock Units Under the Monsanto Company 2005 Long-Term Incentive Plan, as approved Oct. 24, 2011 (incorporated by reference to Exhibit 10.15.10. to Form 10-K, filed Nov. 14, 2011, File No. 1-16167).
†
|
|
|
|
|
|
|
|
15.9.
|
|
Form of Terms and Conditions of Financial Goal Restricted Stock Units Under the Monsanto Company 2005 Long-Term Incentive Plan (as Amended and Restated as of Jan. 24, 2012), as approved on Aug. 29, 2012 (incorporated by reference to Exhibit 10.3 to Form 8-K, filed Aug. 31, 2012, File No. 1-16167).
†
|
|
|
15.10.
|
|
Form of Terms and Conditions of Financial Goal Restricted Stock Units for Chairman and CEO Under the Monsanto Company 2005 Long-Term Incentive Plan (as Amended and Restated as of Jan. 24, 2012), as approved on Oct. 27, 2014.
†
|
|
|
15.11.
|
|
Form of Terms and Conditions of Retention and Performance Restricted Stock Unit Grant under the Monsanto Company 2005 Long-Term Incentive Plan [as Amended and Restated as of Jan. 24, 2012](incorporated by reference to Exhibit 10.1 of the Form 10-Q for the period ended Nov. 30, 2013, File No. 1-16167).
†
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
|
15.12.
|
|
Forms 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 (incorporated by reference to Exhibit 10.3 of the Form 10-Q for the period ended May 31, 2012, File No. 1-16167).
†
|
|
|
|
15.13.
|
|
Forms 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 (incorporated by reference to Exhibit 10.4 of the Form 10-Q for the period ended May 31, 2012, File No. 1-16167).
†
|
|
|
|
15.14.
|
|
Form of Terms and Conditions of Restricted Share Grant to Non-Employee Director [International Elective Retainer Amount] under the Monsanto Company 2005 Long-Term Incentive Plan (as Amended and Restated as of January 24, 2012), as approved by the Board of Directors by executed unanimous consent on May 27, 2014.
†
|
|
|
|
15.15.
|
|
Form of Terms and Conditions of Restricted Shares Grant to Non-Employee Director [International Inaugural Grant] under the Monsanto Company 2005 Long-Term Incentive Plan (as Amended and Restated as of January 24, 2012), as approved by the Board of Directors by executed unanimous consent on May 27, 2014.
†
|
|
|
|
16.
|
|
Amended and Restated Deferred Payment Plan, effective Dec. 8, 2008 (incorporated by reference to Exhibit 10.16 to Form 10-K, filed Oct. 27, 2010, File No. 1-16167).
†
|
|
|
|
16.1.
|
|
Amendment No. 1, effective Aug. 27, 2009, to the Amended and Restated Deferred Payment Plan, effective Dec. 8, 2008 (incorporated by reference to Exhibit 10.16.1 to Form 10-K, filed Oct. 27, 2010, File No. 1-16167).
†
|
|
|
|
16.2.
|
|
Amendment No. 2, effective Aug. 1, 2010, to the Amended and Restated Deferred Payment Plan, effective Dec. 8, 2008 (incorporated by reference to Exhibit 10.16.2 to Form 10-K, filed Oct. 27, 2010, File No. 1-16167).
†
|
|
|
|
17.
|
|
Monsanto Company ERISA Parity Savings and Investment Plan, as amended and restated as of December 31, 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).
†
|
|
|
|
17.1
|
|
Amendment No. 2 to the Monsanto Company ERISA Parity Savings and Investment Plan (as amended and restated as of December 31, 2008 and subsequently amended through June 11, 2012) (incorporated by reference to Exhibit 10 of the Form 10-Q for the period ended May, 31, 2014, File No. 1-16167).
†
|
|
|
|
18.
|
|
Monsanto Company Phantom Share Unit Retention Plan for Long-Term International Assignees, amended and restated on Dec. 15, 2008 (incorporated by reference to Exhibit 10.17 to Form 10-K, filed Oct. 27, 2010, File No. 1-16167).
†
|
|
|
|
18.1.
|
|
Form of Terms and Conditions of Units Under the Monsanto Company Phantom Share Unit Retention Plan for Long-Term International Assignees, amended and restated on Dec. 15, 2008 (incorporated by reference to Exhibit 10.17.1 to Form 10-K, filed Oct. 27, 2010, File No. 1-16167).
†
|
|
|
|
19.
|
|
Annual Incentive Program for Certain Executive Officers (incorporated by reference to the description appearing under the sub-heading “Proxy Item No. 5: Approval of Performance Goals Under the Monsanto Company Code Section §162(m) Annual Incentive Plan for Covered Executives” on pages 81-82 of the Proxy Statement filed Dec. 10, 2010, File No. 1-16167).
†
|
|
|
|
20.
|
|
Fiscal Year 2014 Annual Incentive Plan, as approved by the People and Compensation Committee of the Board of Directors on Aug. 26, 2013 (incorporated by reference to Exhibit 10.1 to Form 8-K, filed Aug. 30, 2013, File No. 1-16167).†
|
|
|
|
21.
|
|
Fiscal Year 2015 Annual Incentive Plan, as approved by the People and Compensation Committee of the Board of Directors on Aug. 26, 2014 (incorporated by reference to Exhibit 10 to Form 8-K, filed Aug. 29, 2014, File No. 1-16167).†
|
|
|
|
22.1.
|
|
Form of Change of Control Employment Security Agreement for Messrs. Begemann, Grant and Preete, and Dr. Fraley, effective Sept. 1, 2010 (incorporated by reference to Exhibit 10 to Form 8-K, filed on Sept. 7, 2010, File No. 1-16167).
†
|
|
|
|
22.2.
|
|
Form of Change of Control Employment Security Agreement for Mr. Courduroux, effective Feb. 4. 2011 (incorporated by reference to Exhibit 10 to Form 8-K, filed on Feb. 10, 2011, File No. 1-16167).
†
|
|
|
|
23.
|
|
Monsanto Company Executive Health Management Program, as amended and restated as of Oct. 25, 2010 (incorporated by reference to Exhibit 10.22 to Form 10-K, filed Oct. 27, 2010, File No. 1-16167).
†
|
|
|
|
24.
|
|
Amended and Restated Monsanto Company Recoupment Policy, as approved by the Board of Directors on Oct. 27, 2009 (incorporated by reference to Exhibit 10.27 to Form 10-K, filed Oct. 27, 2009, File No. 1-16167).
†
|
MONSANTO COMPANY
|
|
2014 FORM 10-K
|
|
|
2.
|
|
Rule 13a-14(a)/15d-14(a) Certifications (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by 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).
|
*
|
Schedules and similar attachments to this Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request.
|
†
|
Represents management contract or compensatory plan or arrangement.
|
BANK OF AMERICA, NA., as a Lender
By:
/s/ DARREN BIELAWSKI
Name: Darren Bielawski
Title: Vice President
|
THE ROYAL BANK OF SCOTLAND plc, as a Lender
By:
/s/ WILLIAM MCGINTY
Name: William McGinty
Title: Director
|
CITIBANK, N.A., as a Lender
By:
/s/ MICHAEL VONDRISKA
Name: Michael Vondriska
Title: Vice President
|
COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND" NEW YORK BRANCH, as a Lender
By:
/s/ JOHN L. CHURCH
Name: John L. Church
Title: Managing Director
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
By:
/s/ MARK S. CAMPBELL
Name: Mark S. Campbell
Authorized Signatory
|
By:
/s/ JEFF BLISS
Name: Jeff Bliss
Title: Vice President
|
BARCLAYS BANK PLC, as a Lender
By:
/s/ VANESSA A. KURBATSKIY
Name: Vanessa A. Kurbatskiy
Title: Vice President
|
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
By:
/s/ MIKE MCINTYRE
Name: Mike McIntyre
Title: Director
|
GOLDMAN SACHS BANK USA, as a Lender
By:
/s/ REBECCA KRATZ
Name: Rebecca Kratz
Title: Authorized Signatory
|
By:
/s/ AARON SANSONE
Name: Aaron Sansone
Title: Vice President
|
MORGAN STANLEY BANK, N.A., as a Lender
By:
/s/ MICHAEL KING
Name: Michael King
Title: Authorized Signatory
|
MIZUHO BANK (USA), as a Lender
By:
/s/ DAVID LIM
Name: David Lim
Title: Senior Vice President
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:
/s/ PETER KIEDROWSKI
Name: Peter Kiedrowski
Title: Director
|
STANDARD CHARTERED BANK, as a Lender
By:
/s/ STEVEN ALOUPIS
Name: Steven Aloupis
Title: Managing Director
|
BANCO SANTANDER, SA., NEW YORK BRANCH as a Lender
By:
/s/ RITA WALZ-CUCCIOLI
Name: Rita Walz-Cuccioli
Title: Executive Director
|
By:
/s/ HSING H. HUANG
Name: Hsing H. Huang
Title: Associate Director
|
By:
/s/ TERENCE CORCORAN
Name: Terence Corcoran
Title: Senior Vice President
|
UNICREDIT BANK AG, New York Branch,
as a Lender
By:
/s/ JEFFREY B. FERRIS
Name: Jeffrey B. Ferris
Title: Director
|
THE BANK OF NEW YORK MELLON, as a Lender
By:
/s/ WILLIAM M. FEATHERS
Name: William M. Feathers
Title: Vice President
|
By:
/s/ KEN HAMILTON
Name: Ken Hamilton
Title: Manager Director
|
FIFTH THIRD BANK, as a Lender
By:
/s/ MARK STAPLETON
Name: Mark Stapleton
Title: Vice President
|
COBANK, ACB, as a Lender
By:
/s/ KYLE WEAVER
Name: Kyle Weaver
Title: Vice President
|
THE NORTHERN TRUST COMPANY, as a Lender
By:
/s/ JAMES SHANEL
Name: James Shanel
Title: Vice President
|
MONSANTO COMPANY
By:
/s/ TOM D. HARTLEY
Name: Tom D. Hartley
Title: Vice President and Treasurer
|
SOCIETE GENERALE, as a Lender
By:
/s/ DIEGO MEDINA
Name: Diego Medina
Title: Director
|
JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender
By:
/s/ PETER S. PREDUN
Name: Peter S. Predun
Title: Executive Director
|
Lender
|
Existing Commitment
|
Amount of Commitment
Increase
|
New Total
Commitment
|
JPMorgan Chase Bank, N.A.
|
$180,000,000
|
$45,000,000
|
$225,000,000
|
Bank of America, N.A.
|
$180,000,000
|
$45,000,000
|
$225,000,000
|
Citibank, N.A.
|
$180,000,000
|
$45,000,000
|
$225,000,000
|
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
|
$139,000,000
|
$34,750,000
|
$173,750,000
|
Barc1ays Bank PLC
|
$139,000,000
|
$34,750,000
|
$173,750,000
|
Goldman Sachs Bank USA
|
$139,000,000
|
$34,750,000
|
$173,750,000
|
Morgan Stanley Bank, N.A.
|
$139,000,000
|
$34,750,000
|
$173,750,000
|
The Royal Bank of Scotland plc
|
$139,000,000
|
$34,750,000
|
$173,750,000
|
Coöperatieve Centrale Raiffeisen-boerenleenbank B.A., "Rabobank Nederland", New York Branch
|
$85,000,000
|
$21,250,000
|
$106,250,000
|
Credit Agricole Corporate and Investment Bank
|
$85,000,000
|
$21,250,000
|
$106,250,000
|
Mizuho Bank (USA)
|
$85,000,000
|
$21,250,000
|
$106,250,000
|
Wells Fargo Bank, National Association
|
$85,000,000
|
$21,250,000
|
$106,250,000
|
Banco Santander, SA, New York Branch
|
$55,000,000
|
$13,750,000
|
$68,750,000
|
The Bank of New York Mellon
|
$55,000,000
|
$13,750,000
|
$68,750,000
|
Fifth Third Bank
|
$55,000,000
|
$13,750,000
|
$68,750,000
|
The Northern Trust Company
|
$55,000,000
|
$13,750,000
|
$68,750,000
|
Societe Generale
|
$55,000,000
|
$13,750,000
|
$68,750,000
|
Standard Chartered Bank
|
$55,000,000
|
$13,750,000
|
$68,750,000
|
UniCredit Bank AG, New York Branch
|
$55,000,000
|
$13,750,000
|
$68,750,000
|
CoBank, ACB
|
$40,000,000
|
$10,000,000
|
$50,000,000
|
TOTAL
|
$2,000,000,000
|
$500,000,000
|
$2,500,000,000
|
•
|
Defined in accordance with the Monsanto Company Statement of Consolidated Operations
|
•
|
Items, either positive or negative, that are deemed to be extraordinary by the People and Compensation Committee of the Board of Directors are excluded for purposes of Earnings Per Share (but not Cash Flow) calculations
|
•
|
Defined in accordance with the Monsanto Company Statement of Consolidated Cash Flows
|
•
|
Items, either positive or negative, that are deemed to be extraordinary by the People and Compensation Committee of the Board of Directors are
excluded
for purposes of Cash Flow calculations
|
•
|
Earnings before interest and after taxes (EBIAT) divided by the average of the prior year-end and current year total assets less non-interest bearing liabilities, less excess cash (cash over $400,000,000)
|
•
|
Items, either positive or negative, that are deemed to be extraordinary by the People and Compensation Committee of the Board of Directors are
excluded
for purposes of Return on Capital calculations
|
Ratio of Earnings to Fixed Charges
(1)(2)
|
|
Year Ended Aug. 31,
|
||||||||||||||||||
(Dollars in millions except for ratios)
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
EARNINGS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from Continuing Operations Before Income Taxes
|
|
$
|
3,827
|
|
|
$
|
3,429
|
|
|
$
|
2,988
|
|
|
$
|
2,374
|
|
|
$
|
1,490
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
327
|
|
|
246
|
|
|
257
|
|
|
234
|
|
|
227
|
|
|||||
Equity affiliate income — net
|
|
8
|
|
|
(15
|
)
|
|
(10
|
)
|
|
(21
|
)
|
|
(16
|
)
|
|||||
Amortization of capitalized interest
|
|
17
|
|
|
16
|
|
|
15
|
|
|
15
|
|
|
14
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capitalized interest
|
|
(28
|
)
|
|
(23
|
)
|
|
(21
|
)
|
|
(22
|
)
|
|
(25
|
)
|
|||||
Earnings available for fixed charges
|
|
$
|
4,151
|
|
|
$
|
3,653
|
|
|
$
|
3,229
|
|
|
$
|
2,580
|
|
|
$
|
1,690
|
|
FIXED CHARGES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
(3)
|
|
$
|
250
|
|
|
$
|
176
|
|
|
$
|
191
|
|
|
$
|
172
|
|
|
$
|
167
|
|
Capitalized interest
|
|
28
|
|
|
23
|
|
|
21
|
|
|
22
|
|
|
25
|
|
|||||
Portion of rents representative of interest factor
|
|
49
|
|
|
47
|
|
|
45
|
|
|
40
|
|
|
35
|
|
|||||
Total Fixed Charges
|
|
$
|
327
|
|
|
$
|
246
|
|
|
$
|
257
|
|
|
$
|
234
|
|
|
$
|
227
|
|
Ratio of Earnings to Fixed Charges
|
|
12.69
|
|
|
14.85
|
|
|
12.56
|
|
|
11.03
|
|
|
7.44
|
|
(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.
|
Debt to Capital Ratio
(1)
|
|
Year Ended Aug. 31,
|
||||||||||||||||||
(amounts in millions except for percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Short-Term Debt
|
|
$
|
233
|
|
|
$
|
51
|
|
|
$
|
36
|
|
|
$
|
678
|
|
|
$
|
241
|
|
Long-Term Debt
|
|
7,528
|
|
|
2,061
|
|
|
2,038
|
|
|
1,543
|
|
|
1,862
|
|
|||||
Total Debt
|
|
7,761
|
|
|
2,112
|
|
|
2,074
|
|
|
2,221
|
|
|
2,103
|
|
|||||
Total Monsanto Company Shareowners’ Equity
|
|
7,875
|
|
|
12,559
|
|
|
11,833
|
|
|
11,545
|
|
|
10,069
|
|
|||||
Debt-to-Capital Ratio
|
|
50
|
%
|
|
14
|
%
|
|
15
|
%
|
|
16
|
%
|
|
17
|
%
|
(1)
|
Debt-to-capital ratio is the sum of short-term and long-term debt, divided by the sum of short-term and long-term debt and shareowners’ equity.
|
Current Ratio
(1)
|
|
Year Ended Aug. 31,
|
||||||||||||||||||
(amounts in millions except for ratios)
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Total Current Assets
|
|
$
|
9,675
|
|
|
$
|
10,077
|
|
|
$
|
9,658
|
|
|
$
|
8,809
|
|
|
$
|
7,050
|
|
Total Current Liabilities
|
|
5,112
|
|
|
4,336
|
|
|
4,221
|
|
|
4,729
|
|
|
3,556
|
|
|||||
Current Ratio
|
|
1.89
|
|
|
2.32
|
|
|
2.29
|
|
|
1.86
|
|
|
1.98
|
|
(1)
|
Current ratio represents total current assets divided by total current liabilities.
|
1.
|
I have reviewed this report on Form 10-K 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
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b)
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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.
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Date: Oct. 29, 2014
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/s/ Hugh Grant
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Hugh Grant
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Chairman and Chief Executive Officer
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Monsanto Company
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1.
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I have reviewed this report on Form 10-K of Monsanto Company;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Date: Oct. 29, 2014
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/s/ Pierre Courduroux
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Pierre Courduroux
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Senior Vice President and Chief Financial Officer
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Monsanto Company
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Hugh Grant
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Hugh Grant
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Chairman and Chief Executive Officer
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/s/ Pierre Courduroux
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Pierre Courduroux
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Senior Vice President and Chief Financial Officer
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