|
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
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 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
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 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, 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
branded and other glyphosate-based herbicides
|
|
Roundup Ready
and
Roundup Ready 2 Yield
(soybeans only)
Genuity
, global umbrella trait brand
|
|
|
Enable cotton and soybean crops to be tolerant of dicamba herbicides
|
|
Roundup Ready 2 Xtend
for soybeans and
Bollgard II XtendFlex
for cotton
|
(1)
|
Monsanto also offers farmers stacked-trait products, which are single-seed products in which two or more traits are combined.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 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
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
Dividends per Share
|
|
1st
Quarter
|
|
2nd
Quarter
|
|
3rd
Quarter
|
|
4th
Quarter
|
|
Fiscal
Year
|
||
2016
|
|
$—
|
|
$1.08
(1)
|
|
$—
|
|
$1.08
(1)
|
|
$2.16
|
||
2015
|
|
$—
|
|
$0.98
(2)
|
|
$—
|
|
$1.03
(2)
|
|
$2.01
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Common Stock Price
|
|
1st
Quarter
|
|
2nd
Quarter
|
|
3rd
Quarter
|
|
4th
Quarter
|
|
Fiscal
Year
|
||
2016
|
|
High
|
|
$97.62
|
|
$100.56
|
|
$113.22
|
|
$114.26
|
|
$114.26
|
|
|
Low
|
|
81.22
|
|
84.71
|
|
83.73
|
|
98.92
|
|
81.22
|
2015
|
|
High
|
|
$121.15
|
|
$126.00
|
|
$123.82
|
|
$117.47
|
|
$126.00
|
|
|
Low
|
|
105.76
|
|
115.16
|
|
111.16
|
|
89.34
|
|
89.34
|
(1)
|
Monsanto’s board of directors declared four dividends in 2016, $0.54 per share on Dec. 7, 2015, $0.54 per share on Jan. 29, 2016, $0.54 per share on June 9, 2016, and $0.54 per share on Aug. 12, 2016.
|
(2)
|
Monsanto’s board of directors declared four dividends in 2015, $0.49 per share on Dec. 8, 2014, $0.49 per share on Jan. 30, 2015, $0.49 per share on June 5, 2015, and $0.54 per share on Aug. 4, 2015.
|
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 2016:
|
|
|
|
|
|
|
|
||||||
June 1, 2016, through June 30, 2016
|
32
|
|
(2)
|
$
|
103.41
|
|
|
—
|
|
|
$
|
—
|
|
July 2016:
|
|
|
|
|
|
|
|
||||||
July 1, 2016, through July 31, 2016
|
32
|
|
(2)
|
$
|
106.78
|
|
|
—
|
|
|
$
|
—
|
|
August 2016:
|
|
|
|
|
|
|
|
||||||
Aug. 1, 2016, through Aug. 31, 2016
|
32
|
|
(2)
|
$
|
106.50
|
|
|
—
|
|
|
$
|
—
|
|
Total
|
96
|
|
|
$
|
105.56
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
The average price paid per share is calculated on a trade date basis and excludes commission.
|
(2)
|
Includes 32 shares withheld for taxes on restricted stock.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||||||||||||
(Dollars in millions, except per share amounts and ratios)
|
2016
(4)
|
|
2015
(5)
|
|
2014
(6)
|
|
2013
|
|
2012
(7)
|
||||||||||
Operating Results:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
13,502
|
|
|
$
|
15,001
|
|
|
$
|
15,855
|
|
|
$
|
14,861
|
|
|
$
|
13,504
|
|
Income from operations
|
2,375
|
|
|
3,523
|
|
|
4,075
|
|
|
3,570
|
|
|
3,148
|
|
|||||
Income from continuing operations including portion attributable to noncontrolling interest
|
1,296
|
|
|
2,297
|
|
|
2,749
|
|
|
2,514
|
|
|
2,087
|
|
|||||
Income on discontinued operations
|
17
|
|
|
28
|
|
|
13
|
|
|
11
|
|
|
6
|
|
|||||
Net income attributable to Monsanto Company
|
1,336
|
|
|
2,314
|
|
|
2,740
|
|
|
2,482
|
|
|
2,045
|
|
|||||
Basic Earnings per Share Attributable to Monsanto Company:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
2.98
|
|
|
$
|
4.79
|
|
|
$
|
5.25
|
|
|
$
|
4.63
|
|
|
$
|
3.82
|
|
Income on discontinued operations
|
0.04
|
|
|
0.06
|
|
|
0.03
|
|
|
0.02
|
|
|
0.01
|
|
|||||
Net income attributable to Monsanto Company
|
3.02
|
|
|
4.85
|
|
|
5.28
|
|
|
4.65
|
|
|
3.83
|
|
|||||
Diluted Earnings per Share Attributable to Monsanto Company:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
2.95
|
|
|
$
|
4.75
|
|
|
$
|
5.19
|
|
|
$
|
4.58
|
|
|
$
|
3.78
|
|
Income on discontinued operations
|
0.04
|
|
|
0.06
|
|
|
0.03
|
|
|
0.02
|
|
|
0.01
|
|
|||||
Net income attributable to Monsanto Company
|
2.99
|
|
|
4.81
|
|
|
5.22
|
|
|
4.60
|
|
|
3.79
|
|
|||||
Financial Position at End of Period:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
(1)
|
$
|
19,736
|
|
|
$
|
21,920
|
|
|
$
|
21,918
|
|
|
$
|
20,651
|
|
|
$
|
20,210
|
|
Working capital
(2)
|
1,428
|
|
|
5,448
|
|
|
4,563
|
|
|
5,741
|
|
|
5,437
|
|
|||||
Current ratio
(2)
|
1.21:1
|
|
|
2.05:1
|
|
|
1.89:1
|
|
|
2.32:1
|
|
|
2.29:1
|
|
|||||
Long-term debt
(1)
|
7,453
|
|
|
8,429
|
|
|
7,465
|
|
|
2,048
|
|
|
2,024
|
|
|||||
Debt-to-capital ratio
(3)
|
67
|
%
|
|
56
|
%
|
|
49
|
%
|
|
14
|
%
|
|
15
|
%
|
|||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per share
|
$
|
2.16
|
|
|
$
|
2.01
|
|
|
$
|
1.78
|
|
|
$
|
1.56
|
|
|
$
|
1.28
|
|
Stock price per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
114.26
|
|
|
$
|
126.00
|
|
|
$
|
128.79
|
|
|
$
|
109.33
|
|
|
$
|
89.73
|
|
Low
|
$
|
81.22
|
|
|
$
|
89.34
|
|
|
$
|
98.84
|
|
|
$
|
82.70
|
|
|
$
|
58.89
|
|
End of period
|
$
|
106.50
|
|
|
$
|
97.65
|
|
|
$
|
115.65
|
|
|
$
|
97.89
|
|
|
$
|
87.11
|
|
Basic shares outstanding
|
442.7
|
|
|
476.9
|
|
|
519.3
|
|
|
533.7
|
|
|
534.1
|
|
|||||
Diluted shares outstanding
|
447.1
|
|
|
481.4
|
|
|
524.9
|
|
|
539.7
|
|
|
540.2
|
|
(1)
|
Prior period balances have been updated to conform with current period presentation for the adoption of the accounting standard update “Presentation of Debt Issuance Costs” in fiscal year 2015.
|
(2)
|
Working capital is total current assets less total current liabilities; current ratio represents total current assets divided by total current liabilities. The decrease in other current assets resulting from the adoption of “Balance Sheet Classification of Deferred Taxes” during the third quarter of fiscal year 2016 impacts the comparability of working capital and current ratio compared to prior periods. See Item 8 — Financial Statements and Supplementary Data — Note
3
—
New Accounting Standards
for further information.
|
(3)
|
Debt-to-capital ratio is the sum of short-term and long-term debt, divided by total Monsanto Company shareowners’ equity, short-term and long-term debt.
|
(4)
|
The company recorded
$67 million
of cost of goods sold expenses related to the 2015 Restructuring Plan,
$297 million
of restructuring charges and $270 million of selling, general and administrative expenses related to environmental and litigation settlements and a SEC settlement, with a combined corresponding income tax benefit of $204 million. The company also recorded a net tax charge of $
252 million
due to losses generated in Argentina in the current year as well as recent uncertainties around the Argentina business. The company evaluated the recoverability of various items on the Statement of Consolidated Financial Position related to the Argentina business and determined an allowance against certain assets was necessary, which resulted in the net charge to tax expense. The company entered into agreements in 2016 to license our alfalfa traits and technology to a third party, which resulted in upfront revenue of approximately $210 million accounted for as an exclusive perpetual license, with a corresponding income tax provision of $74 million. The company signed definitive agreements to sell certain manufacturing assets and contribute to a newly-formed joint venture certain intellectual property, real property and tangible assets related to the company’s sorghum business resulting in a gain of $157 million in 2016 recorded in other expense, net, with a corresponding income tax provision of $47 million.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
(5)
|
The company recorded
$101 million
of cost of goods sold expenses related to restructuring, $167 million of selling, general and administrative expenses related to environmental and litigation settlements and a SEC settlement, and
$393 million
of restructuring expense, with a combined corresponding income tax benefit of $188 million. The company also recorded
$274 million
of net sales as a result of the sale of a perpetual license to intellectual property, with a corresponding income tax provision of $102 million.
|
(6)
|
The company recorded $32 million of selling, general and administrative expenses related to legacy environmental settlements, with a corresponding income tax benefit of $12 million.
|
(7)
|
The company recorded $44 million of selling, general and administrative expenses related to legacy environmental settlements, with a corresponding income tax benefit of $17 million.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Year Ended Aug. 31,
|
|
Change
|
|||||||||||
(Dollars in millions, except per share amounts)
|
2016
|
2015
|
2014
|
|
2016 vs.
2015
|
2015 vs.
2014
|
||||||||
Net Sales
|
$
|
13,502
|
|
$
|
15,001
|
|
$
|
15,855
|
|
|
(10
|
)%
|
(5
|
)%
|
Cost of goods sold
|
6,485
|
|
6,819
|
|
7,281
|
|
|
(5
|
)%
|
(6
|
)%
|
|||
Gross Profit
|
7,017
|
|
8,182
|
|
8,574
|
|
|
(14
|
)%
|
(5
|
)%
|
|||
Operating Expenses:
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
2,833
|
|
2,686
|
|
2,774
|
|
|
5
|
%
|
(3
|
)%
|
|||
Research and development expenses
|
1,512
|
|
1,580
|
|
1,725
|
|
|
(4
|
)%
|
(8
|
)%
|
|||
Restructuring charges
|
297
|
|
393
|
|
—
|
|
|
(24
|
)%
|
NM
|
|
|||
Total Operating Expenses
|
4,642
|
|
4,659
|
|
4,499
|
|
|
—
|
%
|
4
|
%
|
|||
Income from Operations
|
2,375
|
|
3,523
|
|
4,075
|
|
|
(33
|
)%
|
(14
|
)%
|
|||
Interest expense
|
436
|
|
433
|
|
248
|
|
|
1
|
%
|
75
|
%
|
|||
Interest income
|
(74
|
)
|
(105
|
)
|
(102
|
)
|
|
(30
|
)%
|
3
|
%
|
|||
Other expense, net
|
22
|
|
34
|
|
102
|
|
|
(35
|
)%
|
(67
|
)%
|
|||
Income from Continuing Operations Before Income Taxes
|
1,991
|
|
3,161
|
|
3,827
|
|
|
(37
|
)%
|
(17
|
)%
|
|||
Income tax provision
|
695
|
|
864
|
|
1,078
|
|
|
(20
|
)%
|
(20
|
)%
|
|||
Income from Continuing Operations Including Portion Attributable to Noncontrolling Interest
|
1,296
|
|
2,297
|
|
2,749
|
|
|
(44
|
)%
|
(16
|
)%
|
|||
Discontinued Operations:
|
|
|
|
|
|
|
||||||||
Income from operations of discontinued businesses
|
27
|
|
45
|
|
22
|
|
|
(40
|
)%
|
NM
|
|
|||
Income tax provision
|
10
|
|
17
|
|
9
|
|
|
(41
|
)%
|
NM
|
|
|||
Income on Discontinued Operations
|
17
|
|
28
|
|
13
|
|
|
(39
|
)%
|
NM
|
|
|||
Net Income
|
1,313
|
|
2,325
|
|
2,762
|
|
|
(44
|
)%
|
(16
|
)%
|
|||
Less: Net (loss) income attributable to noncontrolling interest
|
(23
|
)
|
11
|
|
22
|
|
|
(309
|
)%
|
(50
|
)%
|
|||
Net Income Attributable to Monsanto Company
|
$
|
1,336
|
|
$
|
2,314
|
|
$
|
2,740
|
|
|
(42
|
)%
|
(16
|
)%
|
Diluted Earnings per Share Attributable to Monsanto Company:
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
2.95
|
|
$
|
4.75
|
|
$
|
5.19
|
|
|
(38
|
)%
|
(8
|
)%
|
Income on discontinued operations
|
0.04
|
|
0.06
|
|
0.03
|
|
|
NM
|
|
NM
|
|
|||
Net Income Attributable to Monsanto Company
|
$
|
2.99
|
|
$
|
4.81
|
|
$
|
5.22
|
|
|
(38
|
)%
|
(8
|
)%
|
NM = Not Meaningful
|
|
|
|
|
|
|
||||||||
Effective Tax Rate
|
35
|
%
|
27
|
%
|
28
|
%
|
|
|
|
|||||
Comparison as a Percent of Net Sales:
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
48
|
%
|
45
|
%
|
46
|
%
|
|
|
|
|||||
Gross profit
|
52
|
%
|
55
|
%
|
54
|
%
|
|
|
|
|||||
Selling, general and administrative expenses
|
21
|
%
|
18
|
%
|
17
|
%
|
|
|
|
|||||
Research and development expenses
|
11
|
%
|
11
|
%
|
11
|
%
|
|
|
|
|||||
Total operating expenses
|
34
|
%
|
31
|
%
|
28
|
%
|
|
|
|
|||||
Income from continuing operations before income taxes
|
15
|
%
|
21
|
%
|
24
|
%
|
|
|
|
|||||
Net income attributable to Monsanto Company
|
10
|
%
|
15
|
%
|
17
|
%
|
|
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
2016 Percentage Change in Net Sales vs. 2015
|
||||||
|
Volume
|
|
Price
(1)(2)
|
|
Currency
|
|
Total
|
Seeds and Genomics Segment
|
1%
|
|
2%
|
|
(5)%
|
|
(2)%
|
Agricultural Productivity Segment
|
(9)%
|
|
(12)%
|
|
(5)%
|
|
(26)%
|
Total Monsanto Company
|
(3)%
|
|
(2)%
|
|
(5)%
|
|
(10)%
|
(1)
|
Seeds and Genomics Segment included the impact of agreements entered into in the third quarter of fiscal year 2016 to license our alfalfa traits and technology to a third party, which resulted in upfront revenue of approximately $210 million accounted for as an exclusive perpetual license to intellectual property.
|
(2)
|
Agricultural Productivity Segment includes the impact of the agreement with Scotts entered into in the third quarter of fiscal year 2015, which resulted in $274 million of upfront revenue accounted for as a perpetual license to intellectual property.
|
|
2016 Percentage Change in Cost of Goods Sold vs. 2015
|
||||||
|
Volume
|
|
Costs
(1)
|
|
Currency
|
|
Total
|
Seeds and Genomics Segment
|
2%
|
|
2%
|
|
(5)%
|
|
(1)%
|
Agricultural Productivity Segment
|
(10)%
|
|
4%
|
|
(4)%
|
|
(10)%
|
Total Monsanto Company
|
(4)%
|
|
3%
|
|
(4)%
|
|
(5)%
|
(1)
|
Seeds and Genomics Segment includes
$66 million
and
$100 million
of restructuring charges related to discontinued products for fiscal years 2016 and 2015, respectively. See Item 8 — Financial Statements and Supplementary Data — Note
5
—
Restructuring
— for further information.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
2015 Percentage Change in Net Sales vs. 2014
|
||||||
|
Volume
|
|
Price
|
|
Currency
|
|
Total
|
Seeds and Genomics Segment
|
(4)%
|
|
3%
|
|
(4)%
|
|
(5)%
|
Agricultural Productivity Segment
|
(3)%
|
|
1%
|
|
(5)%
|
|
(7)%
|
Total Monsanto Company
|
(3)%
|
|
2%
|
|
(4)%
|
|
(5)%
|
(1)
|
Agricultural Productivity Segment includes the impact of the agreement with Scotts entered into in the third quarter of fiscal year 2015, which resulted in $274 million of upfront revenue accounted for as a perpetual license to intellectual property.
|
|
2015 Percentage Change in Cost of Goods Sold vs. 2014
|
||||||
|
Volume
|
|
Costs
|
|
Currency
|
|
Total
|
Seeds and Genomics Segment
|
(3)%
|
|
4%
|
|
(5)%
|
|
(4)%
|
Agricultural Productivity Segment
|
(4)%
|
|
(1)%
|
|
(4)%
|
|
(9)%
|
Total Monsanto Company
|
(3)%
|
|
1%
|
|
(4)%
|
|
(6)%
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Year Ended Aug. 31,
|
|
Change
|
|||||||||||
(Dollars in millions)
|
2016
|
2015
|
2014
|
|
2016 vs. 2015
|
2015 vs. 2014
|
||||||||
Net Sales
|
|
|
|
|
|
|
||||||||
Corn seed and traits
|
$
|
5,825
|
|
$
|
5,953
|
|
$
|
6,401
|
|
|
(2
|
)%
|
(7
|
)%
|
Soybean seed and traits
|
2,162
|
|
2,276
|
|
2,102
|
|
|
(5
|
)%
|
8
|
%
|
|||
Cotton seed and traits
|
440
|
|
523
|
|
665
|
|
|
(16
|
)%
|
(21
|
)%
|
|||
Vegetable seeds
|
801
|
|
816
|
|
867
|
|
|
(2
|
)%
|
(6
|
)%
|
|||
All other crops seeds and traits
|
760
|
|
675
|
|
705
|
|
|
13
|
%
|
(4
|
)%
|
|||
Total Net Sales
|
$
|
9,988
|
|
$
|
10,243
|
|
$
|
10,740
|
|
|
(2
|
)%
|
(5
|
)%
|
Gross Profit
|
|
|
|
|
|
|
||||||||
Corn seed and traits
|
$
|
3,450
|
|
$
|
3,557
|
|
$
|
3,932
|
|
|
(3
|
)%
|
(10
|
)%
|
Soybean seed and traits
|
1,399
|
|
1,510
|
|
1,364
|
|
|
(7
|
)%
|
11
|
%
|
|||
Cotton seed and traits
|
282
|
|
408
|
|
461
|
|
|
(31
|
)%
|
(11
|
)%
|
|||
Vegetable seeds
|
401
|
|
372
|
|
401
|
|
|
8
|
%
|
(7
|
)%
|
|||
All other crops seeds and traits
|
542
|
|
430
|
|
438
|
|
|
26
|
%
|
(2
|
)%
|
|||
Total Gross Profit
|
$
|
6,074
|
|
$
|
6,277
|
|
$
|
6,596
|
|
|
(3
|
)%
|
(5
|
)%
|
EBIT
(1)
|
$
|
2,292
|
|
$
|
2,206
|
|
$
|
2,607
|
|
|
4
|
%
|
(15
|
)%
|
(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 Item 8 — Financial Statements and Supplementary Data — Note
25
—
Segment and Geographic Data
— and the “Overview — Non-GAAP Financial Measures” section of MD&A for further details.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Year Ended Aug. 31,
|
|
Change
|
|||||||||||
(Dollars in millions)
|
2016
|
2015
|
2014
|
|
2016 vs. 2015
|
2015 vs. 2014
|
||||||||
Net Sales
|
|
|
|
|
|
|
||||||||
Agricultural Productivity
|
$
|
3,514
|
|
$
|
4,758
|
|
$
|
5,115
|
|
|
(26
|
)%
|
(7
|
)%
|
Total Net Sales
|
$
|
3,514
|
|
$
|
4,758
|
|
$
|
5,115
|
|
|
(26
|
)%
|
(7
|
)%
|
Gross Profit
|
|
|
|
|
|
|
||||||||
Agricultural Productivity
|
$
|
943
|
|
$
|
1,905
|
|
$
|
1,978
|
|
|
(50
|
)%
|
(4
|
)%
|
Total Gross Profit
|
$
|
943
|
|
$
|
1,905
|
|
$
|
1,978
|
|
|
(50
|
)%
|
(4
|
)%
|
EBIT
(1)
|
$
|
116
|
|
$
|
1,294
|
|
$
|
1,345
|
|
|
(91
|
)%
|
(4
|
)%
|
(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 Item 8 — Financial Statements and Supplementary Data — Note
25
—
Segment and Geographic Data
— and the “Overview — Non-GAAP Financial Measures” section of MD&A for further details.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
As of Aug. 31,
|
|||||
(Dollars in millions, except current ratio)
|
2016
|
2015
|
||||
Cash and Cash Equivalents
(1)
|
$
|
1,676
|
|
$
|
3,701
|
|
Trade Receivables, Net
(1)
|
1,926
|
|
1,636
|
|
||
Inventory, Net
|
3,241
|
|
3,496
|
|
||
Other Current Assets
(2)
|
1,314
|
|
1,792
|
|
||
Total Current Assets
|
$
|
8,157
|
|
$
|
10,625
|
|
Short-Term Debt
(1)
|
$
|
1,587
|
|
$
|
615
|
|
Accounts Payable
(1)
|
1,006
|
|
836
|
|
||
Accrued Liabilities
(1)(3)
|
4,136
|
|
3,726
|
|
||
Total Current Liabilities
|
$
|
6,729
|
|
$
|
5,177
|
|
Working Capital
(4)
|
$
|
1,428
|
|
$
|
5,448
|
|
Current Ratio
(4)
|
1.21:1
|
|
2.05:1
|
|
(1)
|
Includes restrictions as a result of our variable interest entities. See Item 8 — Financial Statements and Supplementary Data
—
Statements of Consolidated Financial Position and Note
8
—
Variable Interest Entities and Investments
— for more information.
|
(2)
|
Includes short-term investments, miscellaneous receivables, assets held for sale, and other current assets at Aug. 31, 2016. Includes short-term investments, miscellaneous receivables, assets held for sale, other current assets and deferred tax assets at Aug. 31, 2015.
|
(3)
|
Includes income taxes payable, accrued compensation and benefits, accrued marketing programs, deferred revenues, grower production accruals, dividends payable, customer payable, miscellaneous short-term accruals and restructuring reserves.
|
(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
$2,025 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.
|
•
|
Inventory, net
decreased
$255 million
due to a lower production plan for corn inventory, partially offset by an inventory build in agricultural productivity.
|
•
|
Other current assets
decreased
$478 million
between respective periods primarily due to a
decrease
in deferred tax assets of
$743 million
between respective periods resulting from the prospective adoption of “Balance Sheet Classification of Deferred Taxes” as of the third quarter of fiscal year 2016. See Item 8 — Financial Statements and Supplementary Data — Note
3
—
New Accounting Standards
— for further information. This decrease was partially offset by an increase in assets held for sale of
$265 million
between respective periods related to the probable sale of the Precision Planting equipment business and the sale of packaging materials.
|
•
|
Short-term debt
increased
$972 million
primarily due to outstanding commercial paper of $500 million; there was no commercial paper outstanding in the prior year.
|
•
|
Accounts payable
increased
$170 million
primarily due to timing of payments compared to prior year.
|
•
|
Accrued liabilities
increased
$410 million
primarily due to the following fluctuations:
|
◦
|
Accrued marketing programs
increased
$158 million
due to increased market funding accruals related to
Intacta RR2 PRO
in Brazil and increased market funding in the United States related to our competitive pricing strategy.
|
◦
|
Deferred revenues
increased
$198 million
primarily related to
Intacta RR2 PRO
prepayments for the upcoming season
.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
◦
|
Restructuring reserves
increased
$57 million
as a result of the 2015 Restructuring Plan.
|
◦
|
Miscellaneous short-term accruals
increased
$213 million
primarily due to an accrual related to the PCB settlement of $280 million. See Item 8 — Financial Statements and Supplementary Data — Note
24
—
Commitments and Contingencies
— for further information. This increase is partially offset by the absence of the accrual related to the SEC investigation that existed in prior year.
|
◦
|
Income taxes payable
decreased
$193 million
primarily as a result of the timing of tax payments.
|
|
Year Ended Aug. 31,
|
||||||||
(Dollars in millions)
|
2016
|
2015
|
2014
|
||||||
Net Cash Provided by Operating Activities
|
$
|
2,588
|
|
$
|
3,108
|
|
$
|
3,054
|
|
Net Cash Required by Investing Activities
|
(864
|
)
|
(1,019
|
)
|
(2,095
|
)
|
|||
Free Cash Flow
(1)
|
1,724
|
|
2,089
|
|
959
|
|
|||
Net Cash Required by Financing Activities
|
(3,742
|
)
|
(430
|
)
|
(2,259
|
)
|
|||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
(7
|
)
|
(325
|
)
|
(1
|
)
|
|||
Net (Decrease) Increase in Cash and Cash Equivalents
|
(2,025
|
)
|
1,334
|
|
(1,301
|
)
|
|||
Cash and Cash Equivalents at Beginning of Period
|
3,701
|
|
2,367
|
|
3,668
|
|
|||
Cash and Cash Equivalents at End of Period
|
$
|
1,676
|
|
$
|
3,701
|
|
$
|
2,367
|
|
(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).
|
•
|
Increase in trade receivables primarily due to a decrease in sales of receivables to third parties;
|
•
|
Accounts payable and accrued liabilities utilized more cash in the current year compared to prior year primarily due to increased income tax payments and legal spend. This is offset by timing of accounts payable disbursements and an increase in miscellaneous short-term accruals which included the PCB settlement further discussed at Item 8 — Financial Statements and Supplementary Data — Note
24
—
Commitments and Contingencies
.
|
•
|
Increase in cash payments made related to the 2015 Restructuring Plan, see Item 8 — Financial Statements and Supplementary Data — Note
5
—
Restructuring
— for further information; and
|
•
|
Decrease in earnings from fiscal year 2015 to fiscal year 2016.
|
•
|
Decrease in payments for inventory due to a lower production plan for corn inventory, partially offset by an inventory build in agricultural productivity;
|
•
|
Increase in deferred revenue primarily resulting from
Intacta RR2 PRO
; and
|
•
|
Increase in cash related to timing of collection of value add tax receivables.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
As of Aug. 31,
|
|||||
(Dollars in millions, except debt-to-capital ratio)
|
2016
|
2015
|
||||
Short-Term Debt
|
$
|
1,587
|
|
$
|
615
|
|
Long-Term Debt
|
7,453
|
|
8,429
|
|
||
Total Monsanto Company Shareowners’ Equity
|
4,534
|
|
6,990
|
|
||
Debt-to-Capital Ratio
(1)
|
67
|
%
|
56
|
%
|
(1)
|
Debt-to-capital ratio is the sum of short-term and long-term debt, divided by total Monsanto Company shareowners' equity, short-term and long-term debt.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
Quarter Ending
|
Declaration Date
|
Dividend
|
Payable Date
|
To Shareowners of Record as of:
|
Aug. 31, 2016
|
Aug. 12, 2016
|
54 cents
|
Oct. 28, 2016
|
Oct. 7, 2016
|
Aug. 31, 2016
|
June 9, 2016
|
54 cents
|
Jul. 29, 2016
|
Jul. 8, 2016
|
Feb. 29, 2016
|
Jan. 29, 2016
|
54 cents
|
Apr. 29, 2016
|
Apr. 8, 2016
|
Feb. 29, 2016
|
Dec. 7, 2015
|
54 cents
|
Jan. 29, 2016
|
Jan. 8, 2016
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
|
Payments Due by Fiscal Year Ending Aug. 31,
|
|||||||||||||||||||
(Dollars in millions)
|
Total
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022 and
beyond
|
||||||||||||||
Total Debt, including Capital Lease Obligations
(1)
|
$
|
9,040
|
|
$
|
1,587
|
|
$
|
306
|
|
$
|
804
|
|
$
|
5
|
|
$
|
500
|
|
$
|
5,838
|
|
Interest Payments Relating to Long-Term Debt and Capital Lease Obligations
(1)
|
6,320
|
|
310
|
|
301
|
|
282
|
|
269
|
|
267
|
|
4,891
|
|
|||||||
Operating Lease Obligations
|
520
|
|
151
|
|
98
|
|
76
|
|
61
|
|
47
|
|
87
|
|
|||||||
Purchase Obligations:
|
|
|
|
|
|
|
|
|
|||||||||||||
Commitments to purchase inventories
|
2,550
|
|
1,282
|
|
375
|
|
335
|
|
243
|
|
183
|
|
132
|
|
|||||||
Commitments to purchase breeding research
|
495
|
|
55
|
|
55
|
|
55
|
|
55
|
|
55
|
|
220
|
|
|||||||
R&D alliances and joint venture obligations
|
150
|
|
48
|
|
37
|
|
26
|
|
18
|
|
17
|
|
4
|
|
|||||||
Uncompleted additions to property
|
271
|
|
271
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Other Liabilities:
|
|
|
|
|
|
|
|
||||||||||||||
Postretirement liabilities
(2)
|
106
|
|
106
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Unrecognized tax benefits
(3)
|
70
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Environmental liabilities
|
189
|
|
12
|
|
16
|
|
11
|
|
6
|
|
6
|
|
138
|
|
|||||||
Total Contractual Obligations
|
$
|
19,711
|
|
$
|
3,822
|
|
$
|
1,188
|
|
$
|
1,589
|
|
$
|
657
|
|
$
|
1,075
|
|
$
|
11,310
|
|
(1)
|
For variable rate debt, interest is calculated using the applicable rates as of
Aug. 31, 2016
.
|
(2)
|
Includes the company’s planned pension and other postretirement benefit contributions for
2017
. The actual amounts funded in
2017
may differ from the amounts listed above. Contributions in
2018
and beyond are excluded as those amounts are unknown. Refer to Item 8 — Financial Statements and Supplementary Data — Note
16
— Postretirement Benefits — Pensions — and Note
17
—
Postretirement Benefits - Health Care and Other Postemployment Benefits
— for more information.
|
(3)
|
Unrecognized tax benefits relate to reserves for uncertain tax positions recorded under the Income Taxes topic of the ASC. We are 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 Item 8 — Financial Statements and Supplementary Data — Note
12
—
Income Taxes
— for more information.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
OUTLOOK
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Initial Principal Amount Issued
|
Fair Value
(2)
|
Fair Value Sensitivity
|
||||||||||||
|
As of Aug. 31,
|
As of Aug. 31,
|
|||||||||||||
(Dollars in millions)
|
2016
|
2015
|
2016
|
2015
|
|||||||||||
5.500% Senior Notes due 2035 issued July 2005
|
$
|
400
|
|
$
|
472
|
|
$
|
424
|
|
$
|
535
|
|
$
|
524
|
|
5.500% Senior Notes due 2025 issued August 2005
|
314
|
|
367
|
|
350
|
|
395
|
|
402
|
|
|||||
5.125% Senior Notes due 2018 issued April 2008
|
300
|
|
317
|
|
325
|
|
322
|
|
338
|
|
|||||
5.875% Senior Notes due 2038 issued April 2008
|
250
|
|
302
|
|
277
|
|
345
|
|
352
|
|
|||||
2.750% Senior Notes due 2016 issued April 2011
|
300
|
|
—
|
|
303
|
|
—
|
|
300
|
|
|||||
2.200% Senior Notes due 2022 issued July 2012
|
250
|
|
249
|
|
229
|
|
263
|
|
255
|
|
|||||
3.600% Senior Notes due 2042 issued July 2012
|
250
|
|
232
|
|
195
|
|
274
|
|
254
|
|
|||||
1.850% Senior Notes due 2018 issued November 2013
|
300
|
|
302
|
|
300
|
|
309
|
|
311
|
|
|||||
4.650% Senior Notes due 2043 issued November 2013
|
300
|
|
315
|
|
280
|
|
370
|
|
358
|
|
|||||
1.150% Senior Notes due 2017 issued July 2014
|
500
|
|
500
|
|
496
|
|
504
|
|
510
|
|
|||||
2.125% Senior Notes due 2019 issued July 2014
|
500
|
|
506
|
|
498
|
|
520
|
|
525
|
|
|||||
2.750% Senior Notes due 2021 issued July 2014
|
500
|
|
516
|
|
490
|
|
540
|
|
533
|
|
|||||
3.375% Senior Notes due 2024 issued July 2014
|
750
|
|
788
|
|
720
|
|
845
|
|
823
|
|
|||||
4.200% Senior Notes due 2034 issued July 2014
|
500
|
|
526
|
|
457
|
|
598
|
|
576
|
|
|||||
4.400% Senior Notes due 2044 issued July 2014
|
1,000
|
|
1,042
|
|
904
|
|
1,232
|
|
1,171
|
|
|||||
4.700% Senior Notes due 2064 issued July 2014
|
750
|
|
723
|
|
647
|
|
881
|
|
888
|
|
|||||
4.300% Senior Notes due 2045 issued January 2015
|
365
|
|
351
|
|
313
|
|
414
|
|
383
|
|
|||||
2.850% Senior Notes due 2025 issued April 2015
|
300
|
|
301
|
|
276
|
|
325
|
|
317
|
|
|||||
3.950% Senior Notes due 2045 issued April 2015
|
500
|
|
488
|
|
421
|
|
581
|
|
548
|
|
|||||
Floating Rate Senior Notes due 2016 issued November 2013
(1)
|
400
|
|
400
|
|
400
|
|
400
|
|
400
|
|
(1)
|
A one 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.
|
(2)
|
Does not include the fair value of other long term debt, primarily consisting of capital lease obligations, which had a fair value of $36 million and $28 million at Aug. 31, 2016, and Aug. 31, 2015, respectively.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||
(Dollars in millions, except per share amounts)
|
2016
|
2015
|
2014
|
||||||
Net Sales
|
$
|
13,502
|
|
$
|
15,001
|
|
$
|
15,855
|
|
Cost of goods sold
|
6,485
|
|
6,819
|
|
7,281
|
|
|||
Gross Profit
|
7,017
|
|
8,182
|
|
8,574
|
|
|||
Operating Expenses:
|
|
|
|
||||||
Selling, general and administrative expenses
|
2,833
|
|
2,686
|
|
2,774
|
|
|||
Research and development expenses
|
1,512
|
|
1,580
|
|
1,725
|
|
|||
Restructuring charges
|
297
|
|
393
|
|
—
|
|
|||
Total Operating Expenses
|
4,642
|
|
4,659
|
|
4,499
|
|
|||
Income from Operations
|
2,375
|
|
3,523
|
|
4,075
|
|
|||
Interest expense
|
436
|
|
433
|
|
248
|
|
|||
Interest income
|
(74
|
)
|
(105
|
)
|
(102
|
)
|
|||
Other expense, net
|
22
|
|
34
|
|
102
|
|
|||
Income from Continuing Operations Before Income Taxes
|
1,991
|
|
3,161
|
|
3,827
|
|
|||
Income tax provision
|
695
|
|
864
|
|
1,078
|
|
|||
Income from Continuing Operations Including Portion Attributable to Noncontrolling Interest
|
1,296
|
|
2,297
|
|
2,749
|
|
|||
Discontinued Operations:
|
|
|
|
||||||
Income from operations of discontinued businesses
|
27
|
|
45
|
|
22
|
|
|||
Income tax provision
|
10
|
|
17
|
|
9
|
|
|||
Income on Discontinued Operations
|
17
|
|
28
|
|
13
|
|
|||
Net Income
|
1,313
|
|
2,325
|
|
2,762
|
|
|||
Less: Net (loss) income attributable to noncontrolling interest
|
(23
|
)
|
11
|
|
22
|
|
|||
Net Income Attributable to Monsanto Company
|
$
|
1,336
|
|
$
|
2,314
|
|
$
|
2,740
|
|
Amounts Attributable to Monsanto Company:
|
|
|
|
||||||
Income from continuing operations
|
$
|
1,319
|
|
$
|
2,286
|
|
$
|
2,727
|
|
Income on discontinued operations
|
17
|
|
28
|
|
13
|
|
|||
Net Income Attributable to Monsanto Company
|
$
|
1,336
|
|
$
|
2,314
|
|
$
|
2,740
|
|
Basic Earnings per Share Attributable to Monsanto Company:
|
|
|
|
||||||
Income from continuing operations
|
$
|
2.98
|
|
$
|
4.79
|
|
$
|
5.25
|
|
Income on discontinued operations
|
0.04
|
|
0.06
|
|
0.03
|
|
|||
Net Income Attributable to Monsanto Company
|
$
|
3.02
|
|
$
|
4.85
|
|
$
|
5.28
|
|
Diluted Earnings per Share Attributable to Monsanto Company:
|
|
|
|
||||||
Income from continuing operations
|
$
|
2.95
|
|
$
|
4.75
|
|
$
|
5.19
|
|
Income on discontinued operations
|
0.04
|
|
0.06
|
|
0.03
|
|
|||
Net Income Attributable to Monsanto Company
|
$
|
2.99
|
|
$
|
4.81
|
|
$
|
5.22
|
|
Weighted Average Shares Outstanding:
|
|
|
|
||||||
Basic
|
442.7
|
|
476.9
|
|
519.3
|
|
|||
Diluted
|
447.1
|
|
481.4
|
|
524.9
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||
(Dollars in millions)
|
2016
|
2015
|
2014
|
||||||
Comprehensive Income Attributable to Monsanto Company
|
|
|
|
||||||
Net Income Attributable to Monsanto Company
|
$
|
1,336
|
|
$
|
2,314
|
|
$
|
2,740
|
|
Other Comprehensive (Loss) Income, Net of Tax:
|
|
|
|
||||||
Foreign currency translation, net of tax of $2, $(18) and $(33), respectively
|
35
|
|
(1,596
|
)
|
100
|
|
|||
Postretirement benefit plan activity, net of tax of $(35), $(39) and $76, respectively
|
(54
|
)
|
(65
|
)
|
119
|
|
|||
Unrealized net losses on investment holdings, net of tax of $(1), $0 and $0, respectively
|
(2
|
)
|
—
|
|
—
|
|
|||
Realized net losses (gains) on investment holdings, net of tax of $1, $(1) and $(2), respectively
|
1
|
|
(3
|
)
|
(3
|
)
|
|||
Unrealized net derivative losses, net of tax of $(26), $(46) and $(42), respectively
|
(42
|
)
|
(54
|
)
|
(69
|
)
|
|||
Realized net derivative losses, net of tax of $44, $23 and $9, respectively
|
55
|
|
31
|
|
17
|
|
|||
Total Other Comprehensive (Loss) Income, Net of Tax
|
(7
|
)
|
(1,687
|
)
|
164
|
|
|||
Comprehensive Income Attributable to Monsanto Company
|
1,329
|
|
627
|
|
2,904
|
|
|||
Comprehensive Income Attributable to Noncontrolling Interests
|
|
|
|
||||||
Net (Loss) Income Attributable to Noncontrolling Interests
|
(23
|
)
|
11
|
|
22
|
|
|||
Other Comprehensive (Loss) Income:
|
|
|
|
||||||
Foreign currency translation
|
(1
|
)
|
(4
|
)
|
10
|
|
|||
Total Other Comprehensive (Loss) Income
|
(1
|
)
|
(4
|
)
|
10
|
|
|||
Comprehensive (Loss) Income Attributable to Noncontrolling Interests
|
(24
|
)
|
7
|
|
32
|
|
|||
Total Comprehensive Income
|
$
|
1,305
|
|
$
|
634
|
|
$
|
2,936
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
As of Aug. 31,
|
|||||
(Dollars in millions, except share amounts)
|
2016
|
2015
|
||||
Assets
|
|
|
||||
Current Assets:
|
|
|
||||
Cash and cash equivalents (variable interest entities restricted - 2016: $122 and 2015: $112)
|
$
|
1,676
|
|
$
|
3,701
|
|
Short-term investments
|
60
|
|
47
|
|
||
Trade receivables, net (variable interest entities restricted - 2016: $7 and 2015: $0)
|
1,926
|
|
1,636
|
|
||
Miscellaneous receivables
|
755
|
|
803
|
|
||
Deferred tax assets
|
—
|
|
743
|
|
||
Inventory, net
|
3,241
|
|
3,496
|
|
||
Assets held for sale
|
272
|
|
7
|
|
||
Other current assets
|
227
|
|
192
|
|
||
Total Current Assets
|
8,157
|
|
10,625
|
|
||
Total property, plant and equipment
|
11,116
|
|
10,428
|
|
||
Less: Accumulated depreciation
|
5,885
|
|
5,455
|
|
||
Property, Plant and Equipment, Net (variable interest entity restricted - 2016: $0 and 2015: $2)
|
5,231
|
|
4,973
|
|
||
Goodwill
|
4,020
|
|
4,061
|
|
||
Other Intangible Assets, Net
|
1,125
|
|
1,332
|
|
||
Noncurrent Deferred Tax Assets
|
613
|
|
277
|
|
||
Long-Term Receivables, Net
|
101
|
|
42
|
|
||
Other Assets
|
489
|
|
610
|
|
||
Total Assets
|
$
|
19,736
|
|
$
|
21,920
|
|
Liabilities and Shareowners’ Equity
|
|
|
||||
Current Liabilities:
|
|
|
||||
Short-term debt, including current portion of long-term debt (variable interest entity restricted - 2016: $113 and 2015: $0)
|
$
|
1,587
|
|
$
|
615
|
|
Accounts payable (variable interest entity restricted - 2016: $0 and 2015: $6)
|
1,006
|
|
836
|
|
||
Income taxes payable
|
41
|
|
234
|
|
||
Accrued compensation and benefits (variable interest entity restricted - 2016: $0 and 2015: $2)
|
239
|
|
304
|
|
||
Accrued marketing programs
|
1,650
|
|
1,492
|
|
||
Deferred revenues
|
568
|
|
370
|
|
||
Grower production accruals
|
47
|
|
39
|
|
||
Dividends payable
|
237
|
|
254
|
|
||
Customer payable
|
123
|
|
72
|
|
||
Restructuring reserves
|
227
|
|
170
|
|
||
Miscellaneous short-term accruals (variable interest entity restricted - 2016: $0 and 2015: $7)
|
1,004
|
|
791
|
|
||
Total Current Liabilities
|
6,729
|
|
5,177
|
|
||
Long-Term Debt (variable interest entity restricted - 2016: $0 and 2015: $96)
|
7,453
|
|
8,429
|
|
||
Postretirement Liabilities
|
371
|
|
336
|
|
||
Long-Term Deferred Revenue
|
35
|
|
47
|
|
||
Noncurrent Deferred Tax Liabilities
|
68
|
|
340
|
|
||
Long-Term Portion of Environmental and Litigation Liabilities
|
200
|
|
194
|
|
||
Long-Term Restructuring Reserve
|
17
|
|
47
|
|
||
Other Liabilities
|
318
|
|
345
|
|
||
Shareowners’ Equity:
|
|
|
||||
Common stock (authorized: 1,500,000,000 shares, par value $0.01)
|
|
|
||||
Issued 611,435,047 and 609,350,452 shares, respectively
|
|
|
||||
Outstanding 437,795,024 and 467,903,711 shares, respectively
|
6
|
|
6
|
|
||
Treasury stock 173,640,023 and 141,446,741 shares, respectively, at cost
|
(15,053
|
)
|
(12,053
|
)
|
||
Additional contributed capital
|
11,626
|
|
11,464
|
|
||
Retained earnings
|
10,763
|
|
10,374
|
|
||
Accumulated other comprehensive loss
|
(2,808
|
)
|
(2,801
|
)
|
||
Total Monsanto Company Shareowners’ Equity
|
4,534
|
|
6,990
|
|
||
Noncontrolling Interest
|
11
|
|
15
|
|
||
Total Shareowners’ Equity
|
4,545
|
|
7,005
|
|
||
Total Liabilities and Shareowners’ Equity
|
$
|
19,736
|
|
$
|
21,920
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||
(Dollars in millions)
|
2016
|
2015
|
2014
|
||||||
Operating Activities:
|
|
|
|
||||||
Net Income
|
$
|
1,313
|
|
$
|
2,325
|
|
$
|
2,762
|
|
Adjustments to reconcile cash provided by operating activities:
|
|
|
|
||||||
Items that did not require (provide) cash:
|
|
|
|
||||||
Depreciation and amortization
|
727
|
|
716
|
|
691
|
|
|||
Bad-debt expense
|
152
|
|
45
|
|
41
|
|
|||
Stock-based compensation expense
|
111
|
|
111
|
|
120
|
|
|||
Excess tax benefits from stock-based compensation
|
(16
|
)
|
(44
|
)
|
(72
|
)
|
|||
Deferred income taxes
|
97
|
|
(271
|
)
|
12
|
|
|||
Restructuring impairments
|
147
|
|
276
|
|
—
|
|
|||
Equity affiliate loss, net
|
15
|
|
7
|
|
4
|
|
|||
Net gain on sales of a business or other assets
|
(181
|
)
|
(2
|
)
|
(11
|
)
|
|||
Other items, net
|
181
|
|
118
|
|
139
|
|
|||
Changes in assets and liabilities that provided (required) cash, net of acquisitions:
|
|
|
|
||||||
Trade receivables
|
(498
|
)
|
68
|
|
(172
|
)
|
|||
Inventory, net
|
181
|
|
(425
|
)
|
(650
|
)
|
|||
Deferred revenues
|
189
|
|
32
|
|
(163
|
)
|
|||
Accounts payable and other accrued liabilities
|
176
|
|
235
|
|
709
|
|
|||
Restructuring reserves
|
25
|
|
217
|
|
—
|
|
|||
Pension contributions
|
(78
|
)
|
(27
|
)
|
(64
|
)
|
|||
Other items, net
|
47
|
|
(273
|
)
|
(292
|
)
|
|||
Net Cash Provided by Operating Activities
|
2,588
|
|
3,108
|
|
3,054
|
|
|||
Cash Flows Provided (Required) by Investing Activities:
|
|
|
|
||||||
Purchases of short-term investments
|
(50
|
)
|
(63
|
)
|
(145
|
)
|
|||
Maturities of short-term investments
|
35
|
|
56
|
|
359
|
|
|||
Capital expenditures
|
(923
|
)
|
(967
|
)
|
(1,005
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
(2
|
)
|
(8
|
)
|
(922
|
)
|
|||
Purchases of long-term debt and equity securities
|
—
|
|
(30
|
)
|
(12
|
)
|
|||
Technology and other investments
|
(69
|
)
|
(48
|
)
|
(403
|
)
|
|||
Other investments and property disposal proceeds
|
145
|
|
41
|
|
33
|
|
|||
Net Cash Required by Investing Activities
|
(864
|
)
|
(1,019
|
)
|
(2,095
|
)
|
|||
Cash Flows Provided (Required) by Financing Activities:
|
|
|
|
||||||
Net change in financing with less than 90-day maturities
|
676
|
|
45
|
|
38
|
|
|||
Short-term debt proceeds
|
49
|
|
57
|
|
50
|
|
|||
Short-term debt reductions
|
(272
|
)
|
(36
|
)
|
(24
|
)
|
|||
Long-term debt proceeds
|
9
|
|
1,279
|
|
5,479
|
|
|||
Long-term debt reductions
|
(306
|
)
|
(107
|
)
|
(7
|
)
|
|||
Payments on other financing
|
—
|
|
—
|
|
(39
|
)
|
|||
Debt issuance costs
|
—
|
|
(12
|
)
|
(53
|
)
|
|||
Treasury stock purchases
|
(3,001
|
)
|
(835
|
)
|
(7,082
|
)
|
|||
Stock option exercises
|
81
|
|
137
|
|
248
|
|
|||
Excess tax benefits from stock-based compensation
|
16
|
|
44
|
|
72
|
|
|||
Tax withholding on restricted stock and restricted stock units
|
(24
|
)
|
(36
|
)
|
(9
|
)
|
|||
Dividend payments
|
(964
|
)
|
(938
|
)
|
(904
|
)
|
|||
Payments to noncontrolling interests
|
(6
|
)
|
(28
|
)
|
(28
|
)
|
|||
Net Cash Required by Financing Activities
|
(3,742
|
)
|
(430
|
)
|
(2,259
|
)
|
|||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
(7
|
)
|
(325
|
)
|
(1
|
)
|
|||
Net (Decrease) Increase in Cash and Cash Equivalents
|
(2,025
|
)
|
1,334
|
|
(1,301
|
)
|
|||
Cash and Cash Equivalents at Beginning of Period
|
3,701
|
|
2,367
|
|
3,668
|
|
|||
Cash and Cash Equivalents at End of Period
|
$
|
1,676
|
|
$
|
3,701
|
|
$
|
2,367
|
|
MONSANTO COMPANY
|
|
2016 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)
|
Non-
Controlling
Interest
|
Total
|
||||||||||||||
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
|
|
|||||||
Net 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
|
|
Net income
|
—
|
|
—
|
|
—
|
|
2,314
|
|
—
|
|
11
|
|
2,325
|
|
|||||||
Other comprehensive loss for 2015
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,687
|
)
|
(4
|
)
|
(1,691
|
)
|
|||||||
Treasury stock purchases
|
—
|
|
(2,021
|
)
|
1,200
|
|
—
|
|
—
|
|
—
|
|
(821
|
)
|
|||||||
Restricted stock withholding
|
—
|
|
—
|
|
(29
|
)
|
—
|
|
—
|
|
—
|
|
(29
|
)
|
|||||||
Issuance of shares under employee stock plans
|
—
|
|
—
|
|
138
|
|
—
|
|
—
|
|
—
|
|
138
|
|
|||||||
Net excess tax benefits from stock-based compensation
|
—
|
|
—
|
|
40
|
|
—
|
|
—
|
|
—
|
|
40
|
|
|||||||
Stock-based compensation expense
|
—
|
|
—
|
|
112
|
|
—
|
|
—
|
|
—
|
|
112
|
|
|||||||
Cash dividends of $2.01 per common share
|
—
|
|
—
|
|
—
|
|
(952
|
)
|
—
|
|
—
|
|
(952
|
)
|
|||||||
Acquisition of noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3
|
)
|
(3
|
)
|
|||||||
Payments to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(28
|
)
|
(28
|
)
|
|||||||
Balance Aug. 31, 2015
|
$
|
6
|
|
$
|
(12,053
|
)
|
$
|
11,464
|
|
$
|
10,374
|
|
$
|
(2,801
|
)
|
$
|
15
|
|
$
|
7,005
|
|
Net income (loss)
|
—
|
|
—
|
|
—
|
|
1,336
|
|
—
|
|
(23
|
)
|
1,313
|
|
|||||||
Other comprehensive loss for 2016
|
—
|
|
—
|
|
—
|
|
—
|
|
(7
|
)
|
(1
|
)
|
(8
|
)
|
|||||||
Treasury stock purchases
|
—
|
|
(3,000
|
)
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
(3,001
|
)
|
|||||||
Restricted stock and restricted stock unit tax withholding
|
—
|
|
—
|
|
(24
|
)
|
—
|
|
—
|
|
—
|
|
(24
|
)
|
|||||||
Issuance of shares under employee stock plans
|
—
|
|
—
|
|
81
|
|
—
|
|
—
|
|
—
|
|
81
|
|
|||||||
Net excess tax benefits from stock-based compensation
|
—
|
|
—
|
|
11
|
|
—
|
|
—
|
|
—
|
|
11
|
|
|||||||
Stock-based compensation expense
|
—
|
|
—
|
|
111
|
|
—
|
|
—
|
|
—
|
|
111
|
|
|||||||
Cash dividends of $2.16 per common share
|
—
|
|
—
|
|
—
|
|
(947
|
)
|
—
|
|
—
|
|
(947
|
)
|
|||||||
Acquisition of noncontrolling interest
|
—
|
|
—
|
|
(16
|
)
|
—
|
|
—
|
|
26
|
|
10
|
|
|||||||
Payments to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(6
|
)
|
(6
|
)
|
|||||||
Balance Aug. 31, 2016
|
$
|
6
|
|
$
|
(15,053
|
)
|
$
|
11,626
|
|
$
|
10,763
|
|
$
|
(2,808
|
)
|
$
|
11
|
|
$
|
4,545
|
|
(1)
|
See Note
21
—
Accumulated Other Comprehensive Loss
— for further details of the components of accumulated other comprehensive loss.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Year Ended Aug. 31,
|
|||||
(Dollars in millions)
|
2016
|
2015
|
||||
Cost of Goods Sold
(1)
|
$
|
(67
|
)
|
$
|
(100
|
)
|
Restructuring Charges
(2)
|
(297
|
)
|
(393
|
)
|
||
Loss from Continuing Operations Before Income Taxes
|
$
|
(364
|
)
|
$
|
(493
|
)
|
Income Tax Provision
|
101
|
|
155
|
|
||
Net Income
|
$
|
(263
|
)
|
$
|
(338
|
)
|
(1)
|
The
$67 million
of restructuring charges in cost of goods sold for the fiscal year ended Aug. 31, 2016, is split by segment as follows:
$1 million
in Agricultural Productivity and
$66 million
in Seeds and Genomics. The
$100 million
of restructuring charges in cost of goods sold is recorded to the Seeds and Genomics segment for the fiscal year ended Aug. 31, 2015.
|
(2)
|
The
$297 million
of restructuring charges for the fiscal year ended Aug. 31, 2016, is split by segment as follows:
$36 million
in Agricultural Productivity and
$261 million
in Seeds and Genomics. The
$393 million
of restructuring charges for the fiscal year ended Aug. 31, 2015, is split by segment as follows:
$13 million
in Agricultural Productivity and
$380 million
in Seeds and Genomics.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
(Dollars in millions)
|
Work Force Reductions
(1)
|
Facility Closures/Exit Costs
|
Asset Impairments
|
Total
|
||||||||
Restructuring charges recognized in fourth quarter 2015
|
$
|
217
|
|
$
|
—
|
|
$
|
276
|
|
$
|
493
|
|
Asset impairments and write-offs
|
—
|
|
—
|
|
(276
|
)
|
(276
|
)
|
||||
Ending Liability as of Aug. 31, 2015
|
$
|
217
|
|
$
|
—
|
|
$
|
—
|
|
$
|
217
|
|
Net restructuring charges recognized in fiscal year 2016
|
$
|
189
|
|
28
|
|
147
|
|
364
|
|
|||
Cash payments
|
(164
|
)
|
(28
|
)
|
—
|
|
(192
|
)
|
||||
Asset impairments and write-offs
|
—
|
|
—
|
|
(147
|
)
|
(147
|
)
|
||||
Foreign currency impact
|
2
|
|
—
|
|
—
|
|
2
|
|
||||
Ending Liability as of Aug. 31, 2016
|
$
|
244
|
|
$
|
—
|
|
$
|
—
|
|
$
|
244
|
|
(1)
|
The restructuring liability balance included
$17 million
and
$47 million
that were recorded in long-term restructuring reserves in the Statements of Consolidated Financial Position as of Aug. 31, 2016, and Aug. 31, 2015, respectively.
|
(Dollars in millions)
|
|
||
Balance Aug. 31, 2013
|
$
|
68
|
|
Additions — charged to expense
|
44
|
|
|
Other
(1)
|
(40
|
)
|
|
Balance Aug. 31, 2014
|
$
|
72
|
|
Additions — charged to expense
|
44
|
|
|
Other
(1)
|
(57
|
)
|
|
Balance Aug. 31, 2015
|
$
|
59
|
|
Additions — charged to expense
|
82
|
|
|
Other
(1)
|
(47
|
)
|
|
Balance Aug. 31, 2016
|
$
|
94
|
|
(1)
|
Includes reclassifications to long-term, write-offs, recoveries and foreign currency translation adjustments.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
(Dollars in millions)
|
|
||
Balance Aug. 31, 2013
|
$
|
104
|
|
Incremental Provision
|
11
|
|
|
Recoveries
|
(4
|
)
|
|
Write-Offs
|
(15
|
)
|
|
Other
(1)
|
29
|
|
|
Balance Aug. 31, 2014
|
$
|
125
|
|
Incremental Provision
|
9
|
|
|
Recoveries
|
(3
|
)
|
|
Write-Offs
|
(28
|
)
|
|
Other
(1)
|
17
|
|
|
Balance Aug. 31, 2015
|
$
|
120
|
|
Incremental Provision
|
78
|
|
|
Recoveries
|
(2
|
)
|
|
Write-Offs
|
(4
|
)
|
|
Other
(1)
|
36
|
|
|
Balance Aug. 31, 2016
|
$
|
228
|
|
(1)
|
Includes reclassifications from the allowance for current receivables and foreign currency translation adjustments.
|
|
As of Aug. 31,
|
|||||
(Dollars in millions)
|
2016
|
2015
|
||||
Argentina
|
$
|
302
|
|
$
|
298
|
|
Asia-Pacific
|
113
|
|
185
|
|
||
Brazil
|
234
|
|
181
|
|
||
Canada
|
27
|
|
43
|
|
||
Europe-Africa
|
550
|
|
498
|
|
||
Mexico
|
147
|
|
202
|
|
||
United States
|
574
|
|
230
|
|
||
Other
|
73
|
|
58
|
|
||
Gross Trade Receivables
|
2,020
|
|
1,695
|
|
||
Less: Allowance for Doubtful Accounts
|
(94
|
)
|
(59
|
)
|
||
Trade Receivables, Net
|
$
|
1,926
|
|
$
|
1,636
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
As of Aug. 31,
|
|||||
(Dollars in millions)
|
2016
|
2015
|
||||
Transactions that Qualify for Sales Treatment
|
|
|
||||
U.S. agreement to sell trade receivables
(1)
|
|
|
||||
Outstanding balance
|
$
|
511
|
|
$
|
851
|
|
Maximum future payout under recourse provisions
|
19
|
|
125
|
|
||
European and Latin American agreements to sell trade receivables
(2)
|
|
|
||||
Outstanding balance
|
$
|
60
|
|
$
|
124
|
|
Maximum future payout under recourse provisions
|
35
|
|
22
|
|
||
Agreements with Lenders
(3)
|
|
|
||||
Outstanding balance
|
$
|
73
|
|
$
|
75
|
|
Maximum future payout under the guarantee
|
57
|
|
62
|
|
|
Gross Amounts of Receivables Sold
|
||||||||
|
Year Ended Aug. 31,
|
||||||||
(Dollars in millions)
|
2016
|
2015
|
2014
|
||||||
Transactions that Qualify for Sales Treatment
|
|
|
|
||||||
U.S. agreement to sell trade receivables
(1)
|
$
|
511
|
|
$
|
852
|
|
$
|
457
|
|
European and Latin American agreements to sell trade receivables
(2)
|
96
|
|
165
|
|
78
|
|
(1)
|
Monsanto has agreements in the United States to sell trade receivables, both with and without recourse, up to a maximum outstanding balance of
$1.4 billion
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 liability for the guarantees for sales with recourse is recorded at an amount 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. 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 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 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, 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
|
|
2016 FORM 10-K
|
|
As of Aug. 31,
|
|||||
(Dollars in millions)
|
2016
|
2015
|
||||
Equity Method Investments
|
$
|
152
|
|
$
|
114
|
|
Cost Basis Investments
|
94
|
|
90
|
|
||
Total
|
$
|
246
|
|
$
|
204
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
As of Aug. 31,
|
|||||
(Dollars in millions)
|
2016
|
2015
|
||||
Finished Goods
|
$
|
1,404
|
|
$
|
1,603
|
|
Goods In Process
|
1,489
|
|
1,627
|
|
||
Raw Materials and Supplies
|
498
|
|
420
|
|
||
Inventory at FIFO Cost
|
3,391
|
|
3,650
|
|
||
Excess of FIFO over LIFO Cost
|
(150
|
)
|
(154
|
)
|
||
Total
|
$
|
3,241
|
|
$
|
3,496
|
|
(Dollars in millions)
|
|
||
Balance Aug. 31, 2013
|
$
|
408
|
|
Additions — charged to expense
|
331
|
|
|
Deductions and other
(1)
|
(324
|
)
|
|
Balance Aug. 31, 2014
|
$
|
415
|
|
Additions — charged to expense
|
390
|
|
|
Deductions and other
(1)
|
(371
|
)
|
|
Balance Aug. 31, 2015
|
$
|
434
|
|
Additions — charged to expense
|
410
|
|
|
Deductions and other
(1)
|
(376
|
)
|
|
Balance Aug. 31, 2016
|
$
|
468
|
|
(1)
|
Deductions and other includes disposals and foreign currency translation adjustments.
|
|
As of Aug. 31,
|
|||||
(Dollars in millions)
|
2016
|
2015
|
||||
Land and Improvements
|
$
|
645
|
|
$
|
643
|
|
Buildings and Improvements
|
2,225
|
|
2,143
|
|
||
Machinery and Equipment
|
5,871
|
|
5,653
|
|
||
Computer Software
|
1,008
|
|
893
|
|
||
Construction In Progress and Other
|
1,367
|
|
1,096
|
|
||
Total Property, Plant and Equipment
|
11,116
|
|
10,428
|
|
||
Less: Accumulated Depreciation
|
5,885
|
|
5,455
|
|
||
Property, Plant and Equipment, Net
|
$
|
5,231
|
|
$
|
4,973
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
(Dollars in millions)
|
Seeds and
Genomics
|
Agricultural
Productivity
|
Total
|
||||||
Balance Aug. 31, 2014
|
$
|
4,262
|
|
$
|
57
|
|
$
|
4,319
|
|
Dispositions
|
(75
|
)
|
—
|
|
(75
|
)
|
|||
Effect of foreign currency translation adjustments
|
(183
|
)
|
—
|
|
(183
|
)
|
|||
Balance Aug. 31, 2015
|
$
|
4,004
|
|
$
|
57
|
|
$
|
4,061
|
|
Reclass to assets held for sale
|
(41
|
)
|
—
|
|
(41
|
)
|
|||
Effect of foreign currency translation adjustments and other adjustments
|
4
|
|
(4
|
)
|
—
|
|
|||
Balance Aug. 31, 2016
|
$
|
3,967
|
|
$
|
53
|
|
$
|
4,020
|
|
|
As of Aug. 31, 2016
|
As of Aug. 31, 2015
|
||||||||||||||||
(Dollars in millions)
|
Carrying
Amount
|
Accumulated
Amortization
|
Net
|
Carrying
Amount
|
Accumulated
Amortization
|
Net
|
||||||||||||
Acquired Germplasm
|
$
|
1,070
|
|
$
|
(778
|
)
|
$
|
292
|
|
$
|
1,074
|
|
$
|
(750
|
)
|
$
|
324
|
|
Acquired Intellectual Property
|
1,042
|
|
(593
|
)
|
449
|
|
1,168
|
|
(598
|
)
|
570
|
|
||||||
Trademarks
|
334
|
|
(152
|
)
|
182
|
|
353
|
|
(152
|
)
|
201
|
|
||||||
Customer Relationships
|
301
|
|
(223
|
)
|
78
|
|
318
|
|
(212
|
)
|
106
|
|
||||||
Other
|
65
|
|
(33
|
)
|
32
|
|
176
|
|
(146
|
)
|
30
|
|
||||||
Total Other Intangible Assets, Finite Lives
|
$
|
2,812
|
|
$
|
(1,779
|
)
|
$
|
1,033
|
|
$
|
3,089
|
|
$
|
(1,858
|
)
|
$
|
1,231
|
|
In Process Research & Development, Indefinite Lives
|
92
|
|
—
|
|
92
|
|
101
|
|
—
|
|
101
|
|
||||||
Total Other Intangible Assets
|
$
|
2,904
|
|
$
|
(1,779
|
)
|
$
|
1,125
|
|
$
|
3,190
|
|
$
|
(1,858
|
)
|
$
|
1,332
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
(Dollars in millions)
|
Amount
|
||
2017
|
$
|
146
|
|
2018
|
109
|
|
|
2019
|
115
|
|
|
2020
|
112
|
|
|
2021
|
100
|
|
|
Year Ended Aug. 31,
|
||||||||
(Dollars in millions)
|
2016
|
2015
|
2014
|
||||||
United States
|
$
|
1,457
|
|
$
|
2,092
|
|
$
|
2,436
|
|
Outside United States
|
534
|
|
1,069
|
|
1,391
|
|
|||
Total
|
$
|
1,991
|
|
$
|
3,161
|
|
$
|
3,827
|
|
|
Year Ended Aug. 31,
|
||||||||
(Dollars in millions)
|
2016
|
2015
|
2014
|
||||||
Current:
|
|
|
|
||||||
U.S. Federal
|
$
|
393
|
|
$
|
675
|
|
$
|
648
|
|
U.S. State
|
43
|
|
69
|
|
65
|
|
|||
Outside United States
|
231
|
|
408
|
|
410
|
|
|||
Total Current
|
$
|
667
|
|
$
|
1,152
|
|
$
|
1,123
|
|
Deferred:
|
|
|
|
|
|
||||
U.S. Federal
|
(109
|
)
|
(91
|
)
|
41
|
|
|||
U.S. State
|
(7
|
)
|
(2
|
)
|
(2
|
)
|
|||
Outside United States
|
144
|
|
(195
|
)
|
(84
|
)
|
|||
Total Deferred
|
28
|
|
(288
|
)
|
(45
|
)
|
|||
Total
|
$
|
695
|
|
$
|
864
|
|
$
|
1,078
|
|
|
Year Ended Aug. 31,
|
||||||||
(Dollars in millions)
|
2016
|
2015
|
2014
|
||||||
U.S. Federal Statutory Rate
|
$
|
697
|
|
$
|
1,106
|
|
$
|
1,339
|
|
U.S. Domestic Manufacturing Deduction
|
(64
|
)
|
(87
|
)
|
(75
|
)
|
|||
U.S. R&D Tax Credit
|
(34
|
)
|
(30
|
)
|
(12
|
)
|
|||
U.S. State Income Taxes
|
28
|
|
39
|
|
45
|
|
|||
Lower Taxes on Foreign Operations
|
(243
|
)
|
(209
|
)
|
(230
|
)
|
|||
Valuation Allowances
|
308
|
|
13
|
|
12
|
|
|||
Adjustment for Unrecognized Tax Benefits
|
(6
|
)
|
(4
|
)
|
(8
|
)
|
|||
Other
|
9
|
|
36
|
|
7
|
|
|||
Income Tax Provision
|
$
|
695
|
|
$
|
864
|
|
$
|
1,078
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
As of Aug. 31,
|
|||||
(Dollars in millions)
|
2016
|
2015
|
||||
Net Operating Loss and Other Carryforwards
|
$
|
438
|
|
$
|
323
|
|
Employee Fringe Benefits
|
331
|
|
305
|
|
||
Royalties
|
189
|
|
154
|
|
||
Restructuring and Impairment Reserves
|
155
|
|
242
|
|
||
Inventories
|
91
|
|
173
|
|
||
Allowance for Doubtful Accounts
|
77
|
|
72
|
|
||
Environmental and Litigation Reserves
|
70
|
|
69
|
|
||
Other
|
407
|
|
307
|
|
||
Valuation Allowance
|
(346
|
)
|
(68
|
)
|
||
Total Deferred Tax Assets
|
$
|
1,412
|
|
$
|
1,577
|
|
Property, Plant and Equipment
|
533
|
|
539
|
|
||
Intangibles
|
334
|
|
361
|
|
||
Total Deferred Tax Liabilities
|
867
|
|
900
|
|
||
Net Deferred Tax Assets
|
$
|
545
|
|
$
|
677
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
(Dollars in millions)
|
2016
|
2015
|
||||
Balance Sept. 1
|
$
|
135
|
|
$
|
152
|
|
Increases for Prior Year Tax Positions
|
17
|
|
12
|
|
||
Decreases for Prior Year Tax Positions
|
(11
|
)
|
(14
|
)
|
||
Increases for Current Year Tax Positions
|
8
|
|
7
|
|
||
Settlements
|
(1
|
)
|
—
|
|
||
Lapse of Statute of Limitations
|
(23
|
)
|
(12
|
)
|
||
Foreign Currency Translation
|
(2
|
)
|
(10
|
)
|
||
Balance Aug. 31
|
$
|
123
|
|
$
|
135
|
|
|
As of Aug. 31,
|
|||||
(Dollars in millions)
|
2016
|
2015
|
||||
Current Portion of Long-Term Debt
|
$
|
902
|
|
$
|
308
|
|
Mandatorily Redeemable Shares of Brazil VIE
|
113
|
|
—
|
|
||
Notes Payable to Banks
|
72
|
|
307
|
|
||
Commercial Paper
|
500
|
|
—
|
|
||
Total Short-Term Debt
|
$
|
1,587
|
|
$
|
615
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
As of Aug. 31,
|
|||||
(Dollars in millions)
|
2016
|
2015
|
||||
Floating Rate Senior Notes, Due 2016
(1)
|
$
|
—
|
|
$
|
399
|
|
1.150% Senior Notes, Due 2017
(1)
|
—
|
|
498
|
|
||
5.125% Senior Notes, Due 2018
(1)
|
299
|
|
299
|
|
||
1.850% Senior Notes, Due 2018
(1)
|
299
|
|
298
|
|
||
2.125% Senior Notes, Due 2019
(1)
|
498
|
|
497
|
|
||
2.750% Senior Notes, Due 2021
(1)
|
496
|
|
496
|
|
||
2.200% Senior Notes, Due 2022
(1)
|
249
|
|
248
|
|
||
3.375% Senior Notes, Due 2024
(1)
|
744
|
|
744
|
|
||
5.500% Senior Notes, Due 2025
(1)
|
289
|
|
287
|
|
||
2.850% Senior Notes, Due 2025
(1)
|
297
|
|
296
|
|
||
4.200% Senior Notes, Due 2034
(1)
|
492
|
|
492
|
|
||
5.500% Senior Notes, Due 2035
(1)
|
393
|
|
393
|
|
||
5.875% Senior Notes, Due 2038
(1)
|
246
|
|
245
|
|
||
3.600% Senior Notes, Due 2042
(1)
|
247
|
|
247
|
|
||
4.650% Senior Notes, Due 2043
(1)
|
297
|
|
297
|
|
||
4.400% Senior Notes, Due 2044
(1)
|
982
|
|
982
|
|
||
3.950% Senior Notes, Due 2045
(1)
|
493
|
|
493
|
|
||
4.300% Senior Notes, Due 2045
(1)
|
361
|
|
361
|
|
||
4.700% Senior Notes, Due 2064
(1)
|
735
|
|
734
|
|
||
Mandatorily Redeemable Shares of Brazil VIE
|
—
|
|
96
|
|
||
Other (including Capital Leases)
|
36
|
|
27
|
|
||
Total Long-Term Debt
|
$
|
7,453
|
|
$
|
8,429
|
|
(1)
|
Amounts are net of unamortized discounts and debt issuance costs.
|
|
Year Ended Aug. 31,
|
||||||||
(Dollars in millions)
|
2016
|
2015
|
2014
|
||||||
Interest Cost Incurred
|
$
|
468
|
|
$
|
460
|
|
$
|
275
|
|
Less: Capitalized on Construction
|
32
|
|
27
|
|
27
|
|
|||
Interest Expense
|
$
|
436
|
|
$
|
433
|
|
$
|
248
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Fair Value Measurements at Aug. 31, 2016, Using
|
|||||||||||
(Dollars in millions)
|
Level 1
|
Level 2
|
Level 3
|
Net
Balance
|
||||||||
Assets at Fair Value:
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
1,081
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,081
|
|
Short-term investments
|
60
|
|
—
|
|
—
|
|
60
|
|
||||
Equity securities
|
13
|
|
—
|
|
—
|
|
13
|
|
||||
Derivative assets related to:
|
|
|
|
|
||||||||
Foreign currency
|
—
|
|
10
|
|
—
|
|
10
|
|
||||
Commodity contracts
|
9
|
|
9
|
|
—
|
|
18
|
|
||||
Total Assets at Fair Value
|
$
|
1,163
|
|
$
|
19
|
|
$
|
—
|
|
$
|
1,182
|
|
Liabilities at Fair Value:
|
|
|
|
|
||||||||
Short-term debt instruments
(1)
|
—
|
|
1,476
|
|
113
|
|
1,589
|
|
||||
Long-term debt instruments
(1)
|
—
|
|
7,834
|
|
—
|
|
7,834
|
|
||||
Derivative liabilities related to:
|
|
|
|
|
||||||||
Foreign currency
|
—
|
|
15
|
|
—
|
|
15
|
|
||||
Commodity contracts
|
32
|
|
20
|
|
—
|
|
52
|
|
||||
Interest rate contracts
|
—
|
|
41
|
|
—
|
|
41
|
|
||||
Total Liabilities at Fair Value
|
$
|
32
|
|
$
|
9,386
|
|
$
|
113
|
|
$
|
9,531
|
|
(1)
|
Debt instruments, excluding mandatorily redeemable shares, 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
|
|
2016 FORM 10-K
|
|
Fair Value Measurements at Aug. 31, 2015, Using
|
|||||||||||
(Dollars in millions)
|
Level 1
|
Level 2
|
Level 3
|
Net
Balance
|
||||||||
Assets at Fair Value:
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
3,213
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,213
|
|
Short-term investments
|
47
|
|
—
|
|
—
|
|
47
|
|
||||
Equity securities
|
17
|
|
—
|
|
—
|
|
17
|
|
||||
Derivative assets related to:
|
|
|
|
|
||||||||
Foreign currency
|
—
|
|
40
|
|
—
|
|
40
|
|
||||
Commodity contracts
|
1
|
|
7
|
|
—
|
|
8
|
|
||||
Interest rate contracts
|
—
|
|
2
|
|
—
|
|
2
|
|
||||
Total Assets at Fair Value
|
$
|
3,278
|
|
$
|
49
|
|
$
|
—
|
|
$
|
3,327
|
|
Liabilities at Fair Value:
|
|
|
|
|
||||||||
Short-term debt instruments
(1)
|
$
|
—
|
|
$
|
619
|
|
$
|
—
|
|
$
|
619
|
|
Long-term debt instruments
(1)
|
—
|
|
8,028
|
|
96
|
|
8,124
|
|
||||
Derivative liabilities related to:
|
|
|
|
|
||||||||
Foreign currency
|
—
|
|
11
|
|
—
|
|
11
|
|
||||
Commodity contracts
|
35
|
|
50
|
|
—
|
|
85
|
|
||||
Total Liabilities at Fair Value
|
$
|
35
|
|
$
|
8,708
|
|
$
|
96
|
|
$
|
8,839
|
|
(1)
|
Debt instruments, excluding mandatorily redeemable shares, 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
|
|
2016 FORM 10-K
|
(1)
|
Includes
350,000
mandatorily redeemable shares outstanding with a par value of
1,000
Brazilian reais (approximately
$309
) as of Aug. 31, 2016.
|
(1)
|
Includes
350,000
mandatorily redeemable shares outstanding with a par value of
1,000
Brazilian reais (approximately
$274
) as of Aug. 31, 2015.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
As of Aug. 31,
|
|||||
(Dollars in millions)
|
2016
|
2015
|
||||
Derivatives Designated as Hedges:
|
|
|
||||
Foreign exchange contracts
|
$
|
388
|
|
$
|
456
|
|
Commodity contracts
|
484
|
|
591
|
|
||
Interest rate contracts
|
150
|
|
150
|
|
||
Total Derivatives Designated as Hedges
|
$
|
1,022
|
|
$
|
1,197
|
|
Derivatives Not Designated as Hedges:
|
|
|
||||
Foreign exchange contracts
|
$
|
1,096
|
|
$
|
1,926
|
|
Commodity contracts
|
223
|
|
163
|
|
||
Interest rate contracts
|
116
|
|
—
|
|
||
Total Derivatives Not Designated as Hedges
|
$
|
1,435
|
|
$
|
2,089
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
|
|
As of Aug. 31, 2016
|
||||||||||||||||||||
(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:
|
|
|
|
|
|
|
|
||||||||||||||||
Other current assets
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
$
|
9
|
|
$
|
(29
|
)
|
$
|
(20
|
)
|
$
|
20
|
|
$
|
—
|
|
|
|
||||
|
|
Foreign exchange contracts
|
4
|
|
—
|
|
4
|
|
—
|
|
4
|
|
|
|
|||||||||
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
9
|
|
(6
|
)
|
3
|
|
—
|
|
3
|
|
|
|
|||||||||
|
|
Foreign exchange contracts
|
6
|
|
—
|
|
6
|
|
—
|
|
6
|
|
|
|
|||||||||
Total other current assets
|
28
|
|
(35
|
)
|
(7
|
)
|
20
|
|
13
|
|
$
|
214
|
|
$
|
227
|
|
|||||||
Other assets
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
—
|
|
(4
|
)
|
(4
|
)
|
4
|
|
—
|
|
|
|
|||||||||
Total other assets
|
—
|
|
(4
|
)
|
(4
|
)
|
4
|
|
—
|
|
489
|
|
489
|
|
|||||||||
Total Asset Derivatives
|
$
|
28
|
|
$
|
(39
|
)
|
$
|
(11
|
)
|
$
|
24
|
|
$
|
13
|
|
|
|
||||||
Liability Derivatives:
|
|
|
|
|
|
|
|
||||||||||||||||
Other current assets
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
$
|
29
|
|
$
|
(29
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
||||
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
6
|
|
(6
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||
Total other current assets
|
35
|
|
(35
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||
Other assets
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
4
|
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||
Total other assets
|
4
|
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||
Miscellaneous short-term accruals
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
|
11
|
|
—
|
|
11
|
|
—
|
|
11
|
|
|
|
|||||||||
|
|
Foreign currency contracts
|
8
|
|
—
|
|
8
|
|
—
|
|
8
|
|
|
|
|||||||||
|
|
Interest rate contracts
|
41
|
|
—
|
|
41
|
|
—
|
|
41
|
|
|
|
|||||||||
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Foreign exchange contracts
|
7
|
|
—
|
|
7
|
|
—
|
|
7
|
|
|
|
|||||||||
Total miscellaneous short-term accruals
|
67
|
|
—
|
|
67
|
|
—
|
|
67
|
|
$
|
937
|
|
$
|
1,004
|
|
|||||||
Other liabilities
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
|
2
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|
|
|||||||||
Total other liabilities
|
2
|
|
—
|
|
2
|
|
—
|
|
2
|
|
316
|
|
318
|
|
|||||||||
Total Liability Derivatives
|
$
|
108
|
|
$
|
(39
|
)
|
$
|
69
|
|
$
|
—
|
|
$
|
69
|
|
|
|
(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.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
|
|
As of Aug. 31, 2015
|
||||||||||||||||||||
(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:
|
|
|
|
|
|
|
|
||||||||||||||||
Miscellaneous receivables
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Interest rate contracts
|
$
|
2
|
|
$
|
—
|
|
$
|
2
|
|
$
|
—
|
|
$
|
2
|
|
|
|
||||
Total miscellaneous receivables
|
2
|
|
—
|
|
2
|
|
—
|
|
2
|
|
$
|
801
|
|
$
|
803
|
|
|||||||
Other current assets
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
—
|
|
(29
|
)
|
(29
|
)
|
29
|
|
—
|
|
|
|
|||||||||
|
|
Foreign exchange contracts
|
25
|
|
—
|
|
25
|
|
—
|
|
25
|
|
|
|
|||||||||
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
|
7
|
|
—
|
|
7
|
|
—
|
|
7
|
|
|
|
|||||||||
|
|
Foreign exchange contracts
|
14
|
|
—
|
|
14
|
|
—
|
|
14
|
|
|
|
|||||||||
Total other current assets
|
46
|
|
(29
|
)
|
17
|
|
29
|
|
46
|
|
146
|
|
192
|
|
|||||||||
Other assets
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
1
|
|
(6
|
)
|
(5
|
)
|
6
|
|
1
|
|
|
|
|||||||||
|
|
Foreign exchange contracts
|
1
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|
|
|||||||||
Total other assets
|
2
|
|
(6
|
)
|
(4
|
)
|
6
|
|
2
|
|
608
|
|
610
|
|
|||||||||
Total Asset Derivatives
|
$
|
50
|
|
$
|
(35
|
)
|
$
|
15
|
|
$
|
35
|
|
$
|
50
|
|
|
|
||||||
Liability Derivatives:
|
|
|
|
|
|
|
|
||||||||||||||||
Other current assets
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
$
|
29
|
|
$
|
(29
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
||||
Total other current assets
|
29
|
|
(29
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||
Other assets
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
(1)
|
6
|
|
(6
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||
Total other assets
|
6
|
|
(6
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|||||||||||
Miscellaneous short-term accruals
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
|
27
|
|
—
|
|
27
|
|
—
|
|
27
|
|
|
|
|||||||||
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
|
9
|
|
—
|
|
9
|
|
—
|
|
9
|
|
|
|
|||||||||
|
|
Foreign exchange contracts
|
11
|
|
—
|
|
11
|
|
—
|
|
11
|
|
|
|
|||||||||
Total miscellaneous short-term accruals
|
47
|
|
—
|
|
47
|
|
—
|
|
47
|
|
$
|
744
|
|
$
|
791
|
|
|||||||
Other liabilities
|
|
|
|
|
|
|
|
||||||||||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Commodity contracts
|
14
|
|
—
|
|
14
|
|
—
|
|
14
|
|
|
|
|||||||||
Total other liabilities
|
14
|
|
—
|
|
14
|
|
—
|
|
14
|
|
331
|
|
345
|
|
|||||||||
Total Liability Derivatives
|
$
|
96
|
|
$
|
(35
|
)
|
$
|
61
|
|
$
|
—
|
|
$
|
61
|
|
|
|
(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.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Amount of Gain (Loss)
Recognized in AOCL
(1)
(Effective Portion)
|
|
Amount of Gain (Loss)
Recognized in Income
(2)(3)
|
|
|
||||||||||||||||
|
Year Ended Aug. 31,
|
|
Year Ended Aug. 31,
|
|
|
||||||||||||||||
(Dollars in millions)
|
2016
|
2015
|
2014
|
|
2016
|
2015
|
2014
|
|
Income Statement
Classification
|
||||||||||||
Derivatives Designated as Hedges:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
(3)
|
|
|
|
|
|
|
|
$
|
7
|
|
$
|
—
|
|
$
|
(1
|
)
|
|
Cost of goods sold
|
|||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
$
|
(17
|
)
|
$
|
51
|
|
$
|
(4
|
)
|
|
8
|
|
31
|
|
3
|
|
|
Net sales
|
|||
Foreign exchange contracts
|
3
|
|
26
|
|
1
|
|
|
21
|
|
9
|
|
(3
|
)
|
|
Cost of goods sold
|
||||||
Commodity contracts
|
(12
|
)
|
(92
|
)
|
(106
|
)
|
|
(113
|
)
|
(81
|
)
|
(14
|
)
|
|
Cost of goods sold
|
||||||
Interest rate contracts
(3)
|
(42
|
)
|
(85
|
)
|
(2
|
)
|
|
(15
|
)
|
(13
|
)
|
(12
|
)
|
|
Interest expense
|
||||||
Total Derivatives Designated as Hedges
|
(68
|
)
|
(100
|
)
|
(111
|
)
|
|
(92
|
)
|
(54
|
)
|
(27
|
)
|
|
|
||||||
Derivatives Not Designated as Hedges:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
(4)
|
|
|
|
|
(36
|
)
|
(73
|
)
|
(1
|
)
|
|
Other expense, net
|
|||||||||
Commodity contracts
|
|
|
|
|
4
|
|
(3
|
)
|
4
|
|
|
Net sales
|
|||||||||
Commodity contracts
|
|
|
|
|
1
|
|
—
|
|
21
|
|
|
Cost of goods sold
|
|||||||||
Total Derivatives Not Designated as Hedges
|
|
|
|
|
(31
|
)
|
(76
|
)
|
24
|
|
|
|
|||||||||
Total Derivatives
|
$
|
(68
|
)
|
$
|
(100
|
)
|
$
|
(111
|
)
|
|
$
|
(123
|
)
|
$
|
(130
|
)
|
$
|
(3
|
)
|
|
|
(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)
|
The gain or loss on derivatives designated as hedges from ineffectiveness included in current earnings is not significant during
2016
,
2015
or
2014
. No gains or losses were excluded from the assessment of hedge effectiveness during
2016
,
2015
or
2014
.
|
(4)
|
Gain or loss on foreign exchange contracts not designated as hedges was offset by a foreign currency transaction loss of
$178 million
, a gain of
$42 million
and a loss of
$96 million
during fiscal years
2016
,
2015
and
2014
, respectively.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Year Ended Aug. 31, 2016
|
Year Ended Aug. 31, 2015
|
Year Ended Aug. 31, 2014
|
||||||||||||||||||||||||
(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
|
|
$
|
64
|
|
$
|
12
|
|
$
|
76
|
|
$
|
61
|
|
$
|
12
|
|
$
|
73
|
|
Interest Cost on Benefit Obligation
|
93
|
|
7
|
|
100
|
|
88
|
|
7
|
|
95
|
|
90
|
|
9
|
|
99
|
|
|||||||||
Assumed Return on Plan Assets
(1)
|
(150
|
)
|
(9
|
)
|
(159
|
)
|
(151
|
)
|
(8
|
)
|
(159
|
)
|
(135
|
)
|
(10
|
)
|
(145
|
)
|
|||||||||
Amortization of Unrecognized Net Loss
|
46
|
|
6
|
|
52
|
|
50
|
|
6
|
|
56
|
|
62
|
|
4
|
|
66
|
|
|||||||||
Curtailment and Settlement Charge
|
—
|
|
2
|
|
2
|
|
—
|
|
2
|
|
2
|
|
—
|
|
3
|
|
3
|
|
|||||||||
Other Adjustments
|
—
|
|
2
|
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
1
|
|
|||||||||
Total Net Periodic Benefit Cost
|
$
|
50
|
|
$
|
20
|
|
$
|
70
|
|
$
|
51
|
|
$
|
19
|
|
$
|
70
|
|
$
|
78
|
|
$
|
19
|
|
$
|
97
|
|
(1)
|
Generally the calculated value of assets reflects non-liability matching gains/(losses) over a
4
to
5
year period.
|
(Dollars in millions)
|
U.S.
|
Outside the
U.S.
|
Total
|
||||||
Current Year Actuarial Loss
|
$
|
100
|
|
$
|
11
|
|
$
|
111
|
|
Recognition of Actuarial Loss
(1)(2)
|
(46
|
)
|
(8
|
)
|
(54
|
)
|
|||
Total Recognized in Accumulated Other Comprehensive Loss
|
$
|
54
|
|
$
|
3
|
|
$
|
57
|
|
(1)
|
The U.S. Plans
’
actuarial gains/(losses) are amortized over a
9
to
16
year period which represents the average future working lifetime for active participants.
|
(2)
|
Plans outside the U.S. generally amortize actuarial gains/(losses) over a
5
to
21
year period which represents the average future working lifetime for active participants.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Year Ended
Aug. 31, 2016
|
Year Ended
Aug. 31, 2015
|
Year Ended
Aug. 31, 2014
|
|||||||||
|
U.S.
|
Outside the U.S.
|
U.S.
|
Outside the U.S.
|
U.S.
|
Outside the U.S.
|
||||||
Discount Rate
|
4.33
|
%
|
2.66
|
%
|
4.04
|
%
|
3.01
|
%
|
4.44
|
%
|
3.62
|
%
|
Assumed Long-Term Rate of Return on Assets
|
7.50
|
%
|
5.60
|
%
|
7.50
|
%
|
6.20
|
%
|
7.50
|
%
|
6.12
|
%
|
Annual Rate of Salary Increase (for plans that base benefits on final compensation level)
|
4.00
|
%
|
3.76
|
%
|
4.00
|
%
|
3.92
|
%
|
4.00
|
%
|
3.95
|
%
|
|
U.S.
|
Outside the U.S.
|
Total
|
|||||||||||||||
|
Year Ended Aug. 31,
|
Year Ended Aug. 31,
|
Year Ended Aug. 31,
|
|||||||||||||||
(Dollars in millions)
|
2016
|
2015
|
2016
|
2015
|
2016
|
2015
|
||||||||||||
Change in Benefit Obligation:
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of period
|
$
|
2,190
|
|
$
|
2,196
|
|
$
|
250
|
|
$
|
273
|
|
$
|
2,440
|
|
$
|
2,469
|
|
Service cost
|
61
|
|
64
|
|
12
|
|
12
|
|
73
|
|
76
|
|
||||||
Interest cost
|
93
|
|
88
|
|
7
|
|
7
|
|
100
|
|
95
|
|
||||||
Plan participants’ contributions
|
—
|
|
—
|
|
2
|
|
2
|
|
2
|
|
2
|
|
||||||
Actuarial loss
|
203
|
|
13
|
|
20
|
|
9
|
|
223
|
|
22
|
|
||||||
Benefits paid
|
(137
|
)
|
(171
|
)
|
(13
|
)
|
(8
|
)
|
(150
|
)
|
(179
|
)
|
||||||
Plan Amendments
|
—
|
|
—
|
|
(6
|
)
|
—
|
|
(6
|
)
|
—
|
|
||||||
Settlements / curtailments
|
—
|
|
—
|
|
(12
|
)
|
(7
|
)
|
(12
|
)
|
(7
|
)
|
||||||
Currency gain
|
—
|
|
—
|
|
(1
|
)
|
(38
|
)
|
(1
|
)
|
(38
|
)
|
||||||
Other
|
17
|
|
—
|
|
13
|
|
—
|
|
30
|
|
—
|
|
||||||
Benefit Obligation at End of Period
|
$
|
2,427
|
|
$
|
2,190
|
|
$
|
272
|
|
$
|
250
|
|
$
|
2,699
|
|
$
|
2,440
|
|
Change in Plan Assets:
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of period
|
$
|
2,142
|
|
$
|
2,298
|
|
$
|
170
|
|
$
|
190
|
|
$
|
2,312
|
|
$
|
2,488
|
|
Actual return on plan assets
|
253
|
|
11
|
|
8
|
|
9
|
|
261
|
|
20
|
|
||||||
Employer contributions
(1)
|
66
|
|
4
|
|
12
|
|
15
|
|
78
|
|
19
|
|
||||||
Plan participants’ contributions
|
—
|
|
—
|
|
2
|
|
2
|
|
2
|
|
2
|
|
||||||
Settlements
|
—
|
|
—
|
|
(8
|
)
|
(7
|
)
|
(8
|
)
|
(7
|
)
|
||||||
Benefits paid
(1)
|
(137
|
)
|
(171
|
)
|
(13
|
)
|
(8
|
)
|
(150
|
)
|
(179
|
)
|
||||||
Currency gain
|
—
|
|
—
|
|
—
|
|
(31
|
)
|
—
|
|
(31
|
)
|
||||||
Other
|
—
|
|
—
|
|
11
|
|
—
|
|
11
|
|
—
|
|
||||||
Plan Assets at End of Period
|
$
|
2,324
|
|
$
|
2,142
|
|
$
|
182
|
|
$
|
170
|
|
$
|
2,506
|
|
$
|
2,312
|
|
Net Liability Recognized
|
$
|
103
|
|
$
|
48
|
|
$
|
91
|
|
$
|
80
|
|
$
|
194
|
|
$
|
128
|
|
(1)
|
Employer contributions and benefits paid include
$13 million
and
$11 million
paid from employer assets for unfunded plans in fiscal years 2016 and 2015, respectively.
|
|
U.S.
|
Outside the U.S.
|
||
|
Year Ended Aug. 31,
|
Year Ended Aug. 31,
|
||
|
2016
|
2015
|
2016
|
2015
|
Discount Rate
|
3.43%
|
4.33%
|
1.93%
|
2.66%
|
Rate of Compensation Increase
|
4.00%
|
4.00%
|
3.60%
|
3.76%
|
MONSANTO COMPANY
|
|
2016 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)
|
2016
|
2015
|
2016
|
2015
|
2016
|
2015
|
||||||||||||
PBO
|
$
|
2,426
|
|
$
|
73
|
|
$
|
250
|
|
$
|
216
|
|
$
|
2,676
|
|
$
|
289
|
|
Fair Value of Plan Assets with PBOs
in Excess of Plan Assets
|
2,324
|
|
—
|
|
158
|
|
135
|
|
2,482
|
|
135
|
|
|
U.S.
|
Outside the U.S.
|
Total
|
|||||||||||||||
|
As of Aug. 31,
|
As of Aug. 31,
|
As of Aug. 31,
|
|||||||||||||||
(Dollars in millions)
|
2016
|
2015
|
2016
|
2015
|
2016
|
2015
|
||||||||||||
PBO
|
$
|
96
|
|
$
|
73
|
|
$
|
130
|
|
$
|
110
|
|
$
|
226
|
|
$
|
183
|
|
ABO
|
91
|
|
69
|
|
108
|
|
90
|
|
199
|
|
159
|
|
||||||
Fair Value of Plan Assets with ABOs
in Excess of Plan Assets
|
—
|
|
—
|
|
46
|
|
34
|
|
46
|
|
34
|
|
|
U.S.
|
Outside the U.S.
|
Total
|
|||||||||||||||
|
As of Aug. 31,
|
As of Aug. 31,
|
As of Aug. 31,
|
|||||||||||||||
(Dollars in millions)
|
2016
|
2015
|
2016
|
2015
|
2016
|
2015
|
||||||||||||
Other Assets
|
$
|
—
|
|
$
|
(26
|
)
|
$
|
(8
|
)
|
$
|
(8
|
)
|
$
|
(8
|
)
|
$
|
(34
|
)
|
Miscellaneous Short-Term Accruals
|
9
|
|
7
|
|
5
|
|
5
|
|
14
|
|
12
|
|
||||||
Postretirement Liabilities
|
94
|
|
67
|
|
94
|
|
83
|
|
188
|
|
150
|
|
||||||
Net Liability Recognized
|
$
|
103
|
|
$
|
48
|
|
$
|
91
|
|
$
|
80
|
|
$
|
194
|
|
$
|
128
|
|
|
U.S.
|
Outside the U.S.
|
Total
|
|||||||||||||||
|
As of Aug. 31,
|
As of Aug. 31,
|
As of Aug. 31,
|
|||||||||||||||
(Dollars in millions)
|
2016
|
2015
|
2016
|
2015
|
2016
|
2015
|
||||||||||||
Net Prior Service Cost
|
$
|
—
|
|
$
|
—
|
|
$
|
(6
|
)
|
$
|
(1
|
)
|
$
|
(6
|
)
|
$
|
(1
|
)
|
Net Loss
|
482
|
|
428
|
|
61
|
|
53
|
|
543
|
|
481
|
|
||||||
Total
|
$
|
482
|
|
$
|
428
|
|
$
|
55
|
|
$
|
52
|
|
$
|
537
|
|
$
|
480
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Target
Allocation Range
(1)
|
|
Percentage of Plan Assets
|
||||
|
|
As of Aug. 31,
|
|||||
Asset Category
|
2017
|
|
2016
|
|
2015
|
||
Public Equity Securities
|
44-54%
|
|
48.3
|
%
|
|
47.9
|
%
|
Private Equity Investments
|
2-8%
|
|
4.5
|
%
|
|
4.8
|
%
|
Debt Securities
|
34-48%
|
|
42.4
|
%
|
|
42.7
|
%
|
Real Estate
|
2-8%
|
|
4.8
|
%
|
|
4.3
|
%
|
Other
|
0-3%
|
|
—
|
%
|
|
0.3
|
%
|
Total
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
Percentage of Plan Assets
|
|||||
|
Target
Allocation
(1)
|
|
As of Aug. 31,
|
|||||
Asset Category
|
2017
|
|
2016
|
|
2015
|
|||
Equity Securities
|
37.2
|
%
|
|
30.9
|
%
|
|
32.0
|
%
|
Debt Securities
|
44.6
|
%
|
|
49.9
|
%
|
|
49.3
|
%
|
Other
|
18.2
|
%
|
|
19.2
|
%
|
|
18.7
|
%
|
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
2017
target allocations shown above reflect a weighted-average calculation of the target allocations of each of the plans.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Fair Value Measurements at Aug. 31, 2016
|
||||||||||||||
(Dollars in millions)
|
Level 1
|
Level 2
|
Level 3
|
Cash
Collateral
Offset
(1)
|
Balance as of
Aug. 31, 2016
|
||||||||||
Investments at Fair Value:
|
|
|
|
|
|
||||||||||
Short Term Investments
|
$
|
31
|
|
$
|
41
|
|
$
|
—
|
|
$
|
—
|
|
$
|
72
|
|
Debt Securities:
|
|
|
|
|
|
|
|||||||||
U.S. Government Debt
|
—
|
|
296
|
|
—
|
|
—
|
|
296
|
|
|||||
U.S. State & Municipal Debt
|
—
|
|
19
|
|
—
|
|
—
|
|
19
|
|
|||||
Foreign Government Debt
|
—
|
|
9
|
|
—
|
|
—
|
|
9
|
|
|||||
U.S. Corporate Debt
|
—
|
|
386
|
|
—
|
|
—
|
|
386
|
|
|||||
Foreign Corporate Debt
|
—
|
|
65
|
|
—
|
|
—
|
|
65
|
|
|||||
U.S. Term Bank Loans
|
—
|
|
1
|
|
—
|
|
—
|
|
1
|
|
|||||
Common and Preferred Stock:
|
|
|
|
|
|
|
|||||||||
Domestic Small-Capitalization
|
15
|
|
—
|
|
—
|
|
—
|
|
15
|
|
|||||
Domestic Large-Capitalization
|
311
|
|
—
|
|
—
|
|
—
|
|
311
|
|
|||||
International Developed Markets
|
167
|
|
—
|
|
—
|
|
—
|
|
167
|
|
|||||
International Emerging Markets
|
39
|
|
1
|
|
—
|
|
—
|
|
40
|
|
|||||
Private Equity Investments
|
—
|
|
—
|
|
104
|
|
—
|
|
104
|
|
|||||
Real Estate Investments
|
—
|
|
—
|
|
112
|
|
—
|
|
112
|
|
|||||
Futures
|
3
|
|
—
|
|
—
|
|
(3
|
)
|
—
|
|
|||||
Common and Preferred Stock Sold Short
|
—
|
|
(56
|
)
|
—
|
|
60
|
|
4
|
|
|||||
Total Assets in the Fair Value Hierarchy
|
$
|
566
|
|
$
|
762
|
|
$
|
216
|
|
$
|
57
|
|
$
|
1,601
|
|
Collective Investment Funds Measured at Net Asset Value as a Practical Expedient
|
|
|
|
|
717
|
|
|||||||||
Collateral Held Under Securities Lending Agreement Measured at Net Asset Value as a Practical Expedient
|
|
|
|
|
|
|
|
|
166
|
|
|||||
Total Investments at Fair Value
|
|
|
|
|
|
|
|
|
$
|
2,484
|
|
(1)
|
Futures derivative assets and common and preferred stock sold short have been offset by cash collateral held by the counterparty.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Fair Value Measurements at Aug. 31, 2015
|
||||||||||||||
(Dollars in millions)
|
Level 1
|
Level 2
|
Level 3
|
Cash
Collateral
Offset
(1)
|
Balance as of
Aug. 31, 2015
|
||||||||||
Investments at Fair Value:
|
|
|
|
|
|
||||||||||
Short Term Investments
|
$
|
19
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
19
|
|
|
Debt Securities:
|
|
|
|
|
|
|
|||||||||
U.S. Government Debt
|
—
|
|
265
|
|
—
|
|
—
|
|
265
|
|
|||||
U.S. State & Municipal Debt
|
—
|
|
17
|
|
—
|
|
—
|
|
17
|
|
|||||
Foreign Government Debt
|
—
|
|
10
|
|
—
|
|
—
|
|
10
|
|
|||||
U.S. Corporate Debt
|
—
|
|
362
|
|
—
|
|
—
|
|
362
|
|
|||||
Foreign Corporate Debt
|
—
|
|
70
|
|
—
|
|
—
|
|
70
|
|
|||||
U.S. Term Bank Loans
|
—
|
|
1
|
|
—
|
|
—
|
|
1
|
|
|||||
Common and Preferred Stock:
|
|
|
|
|
|
|
|
||||||||
Domestic Small-Capitalization
|
30
|
|
—
|
|
—
|
|
—
|
|
30
|
|
|||||
Domestic Large-Capitalization
|
266
|
|
—
|
|
—
|
|
—
|
|
266
|
|
|||||
International Developed Markets
|
154
|
|
—
|
|
—
|
|
—
|
|
154
|
|
|||||
International Emerging Markets
|
30
|
|
1
|
|
—
|
|
—
|
|
31
|
|
|||||
Private Equity Investments
|
—
|
|
—
|
|
103
|
|
—
|
|
103
|
|
|||||
Partnership/Joint Venture Interests
|
—
|
|
—
|
|
32
|
|
—
|
|
32
|
|
|||||
Real Estate Investments
|
—
|
|
—
|
|
93
|
|
—
|
|
93
|
|
|||||
Futures
|
4
|
|
—
|
|
—
|
|
(4
|
)
|
—
|
|
|||||
Common and Preferred Stock Sold Short
|
—
|
|
(52
|
)
|
—
|
|
53
|
|
1
|
|
|||||
Total Assets in the Fair Value Hierarchy
|
$
|
503
|
|
$
|
674
|
|
$
|
228
|
|
$
|
49
|
|
$
|
1,454
|
|
Collective Investment Funds Measured at Net Asset Value as a Practical Expedient
|
|
|
|
|
|
|
|
|
679
|
|
|||||
Collateral Held Under Securities Lending Agreement Measured at Net Asset Value as a Practical Expedient
|
|
|
|
|
|
|
|
|
251
|
|
|||||
Total Investments at Fair Value
|
|
|
|
|
|
|
|
|
$
|
2,384
|
|
(1)
|
Futures derivative assets and common and preferred stock sold short have been offset by cash collateral held by the counterparty.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
(Dollars in millions)
|
Private Equity
Investments
|
Partnership Interests
|
Real Estate
Investments
|
Mortgage-Backed
Securities Fund
Investments
|
Total
|
||||||||||
Balance Aug. 31, 2014
|
$
|
87
|
|
$
|
32
|
|
$
|
94
|
|
$
|
8
|
|
$
|
221
|
|
Purchases
|
26
|
|
—
|
|
6
|
|
—
|
|
32
|
|
|||||
Sales
|
(23
|
)
|
—
|
|
(20
|
)
|
(8
|
)
|
(51
|
)
|
|||||
Realized/unrealized gains
|
13
|
|
—
|
|
13
|
|
—
|
|
26
|
|
|||||
Balance Aug. 31, 2015
|
$
|
103
|
|
$
|
32
|
|
$
|
93
|
|
$
|
—
|
|
$
|
228
|
|
Net Unrealized Gains Still Held Included in Earnings
(1)
|
$
|
12
|
|
$
|
1
|
|
$
|
9
|
|
$
|
—
|
|
$
|
22
|
|
|
|
|
|
|
|
||||||||||
(Dollars in millions)
|
Private Equity
Investments
|
Partnership Interests
|
Real Estate
Investments
|
Mortgage-Backed
Securities Fund
Investments
|
Total
|
||||||||||
Balance Aug. 31, 2015
|
$
|
103
|
|
$
|
32
|
|
$
|
93
|
|
$
|
—
|
|
$
|
228
|
|
Purchases
|
21
|
|
—
|
|
16
|
|
—
|
|
37
|
|
|||||
Sales
|
(22
|
)
|
(32
|
)
|
(6
|
)
|
—
|
|
(60
|
)
|
|||||
Realized/unrealized gains
|
2
|
|
—
|
|
9
|
|
—
|
|
11
|
|
|||||
Balance Aug. 31, 2016
|
$
|
104
|
|
$
|
—
|
|
$
|
112
|
|
$
|
—
|
|
$
|
216
|
|
Net Unrealized Gains Still Held Included in Earnings
(1)
|
$
|
(7
|
)
|
$
|
(32
|
)
|
$
|
10
|
|
$
|
—
|
|
$
|
(29
|
)
|
(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,
2016
, and Aug. 31,
2015
.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Fair Value Measurements at Aug. 31, 2016
|
|||||||||||
(Dollars in millions)
|
Level 1
|
Level 2
|
Level 3
|
Balance as of
Aug. 31, 2016
|
||||||||
Short Term Investments
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1
|
|
Debt Securities — Government and Corporate Debt
|
—
|
|
79
|
|
—
|
|
79
|
|
||||
Common and Preferred Stock
|
45
|
|
—
|
|
—
|
|
45
|
|
||||
Insurance-Backed Securities
|
—
|
|
—
|
|
42
|
|
42
|
|
||||
Total Assets in the Fair Value Hierarchy
|
$
|
46
|
|
$
|
79
|
|
$
|
42
|
|
$
|
167
|
|
Collective Investment Funds Measured at Net Asset Value as a Practical Expedient
|
|
|
|
15
|
|
|||||||
Total Investments at Fair Value
|
|
|
|
$
|
182
|
|
|
Fair Value Measurements at Aug. 31, 2015
|
|||||||||||
(Dollars in millions)
|
Level 1
|
Level 2
|
Level 3
|
Balance as of
Aug. 31, 2015
|
||||||||
Short Term Investments
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2
|
|
Debt Securities — Government and Corporate Debt
|
—
|
|
9
|
|
—
|
|
9
|
|
||||
Common and Preferred Stock
|
42
|
|
—
|
|
—
|
|
42
|
|
||||
Insurance-Backed Securities
|
—
|
|
—
|
|
31
|
|
31
|
|
||||
Interest in Pooled Funds:
|
|
|
|
|
||||||||
Common and preferred stock funds
|
—
|
|
5
|
|
—
|
|
5
|
|
||||
Government debt funds
|
—
|
|
8
|
|
—
|
|
8
|
|
||||
Corporate debt funds
|
—
|
|
59
|
|
—
|
|
59
|
|
||||
Total Assets in the Fair Value Hierarchy
|
$
|
44
|
|
$
|
81
|
|
$
|
31
|
|
$
|
156
|
|
Collective Investment Funds Measured at Net Asset Value as a Practical Expedient
|
|
|
|
14
|
|
|||||||
Total Investments at Fair Value
|
|
|
|
$
|
170
|
|
(Dollars in millions)
|
Insurance-Backed
Securities
|
||
Balance Aug. 31, 2014
|
$
|
25
|
|
Purchases
|
6
|
|
|
Balance Aug. 31, 2015
|
$
|
31
|
|
Purchases
|
5
|
|
|
Settlements
|
$
|
(6
|
)
|
Net transfers into Level 3
|
$
|
12
|
|
Balance Aug. 31, 2016
|
$
|
42
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Unfunded Commitments and Redemption Features at Aug. 31, 2016
|
|||||||
(Dollars in millions)
|
Reported Value
|
Unfunded Commitments
|
Redemption Frequency (if currently eligible)
|
Redemption Notice Period
|
||||
Collective Investment Funds Measured at Net Asset Value as a Practical Expedient
|
$
|
717
|
|
N/A
|
Daily
|
Daily
|
||
Collateral Held Under Securities Lending Agreement Measured at Net Asset Value as a Practical Expedient
|
$
|
166
|
|
N/A
|
Daily
|
Daily
|
||
Private Equity Investments
|
$
|
104
|
|
$
|
53
|
|
None
|
N/A
|
Real Estate Investments
|
$
|
112
|
|
$
|
34
|
|
None, 1st bus. day of qtr, at qtr-end
|
N/A, 45 Days
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Unfunded Commitments and Redemption Features at Aug. 31, 2015
|
|||||||
(Dollars in Millions)
|
Reported Value
|
Unfunded Commitments
|
Redemption Frequency (if currently eligible)
|
Redemption Notice Period
|
||||
Collective Investment Funds Measured at Net Asset Value as a Practical Expedient
|
$
|
679
|
|
N/A
|
Daily
|
Daily
|
||
Collateral Held Under Securities Lending Agreement Measured at Net Asset Value as a Practical Expedient
|
$
|
251
|
|
N/A
|
Daily
|
Daily
|
||
Private Equity Investments
|
$
|
103
|
|
$
|
53
|
|
None
|
N/A
|
Partnerships/Joint Venture Interests
|
$
|
32
|
|
$
|
—
|
|
At qtr-end
|
30 Days
|
Real Estate Investments
|
$
|
93
|
|
$
|
15
|
|
None, 1st bus. day of qtr, at qtr-end
|
N/A, 45 Days
|
(Dollars in millions)
|
U.S.
|
Outside the
U.S.
|
||||
Employer Contributions 2017 (funded Plans)
|
$
|
60
|
|
$
|
6
|
|
Benefits Paid Directly by Employer 2017 (unfunded Plans)
|
9
|
|
4
|
|
||
Benefit Payments
(1)
|
|
|
||||
2017
|
195
|
|
26
|
|
||
2018
|
182
|
|
13
|
|
||
2019
|
181
|
|
15
|
|
||
2020
|
180
|
|
14
|
|
||
2021
|
179
|
|
16
|
|
||
2022-2026
|
840
|
|
74
|
|
(1)
|
Expected benefit payments include benefits paid directly by employer for unfunded plans.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||
(Dollars in millions)
|
2016
|
2015
|
2014
|
||||||
Service Cost for Benefits Earned During the Period
|
$
|
7
|
|
$
|
7
|
|
$
|
7
|
|
Interest Cost on Benefit Obligation
|
6
|
|
6
|
|
7
|
|
|||
Amortization of Prior Service Credit
|
—
|
|
(1
|
)
|
(1
|
)
|
|||
Amortization of Actuarial Gain
|
(4
|
)
|
(4
|
)
|
(13
|
)
|
|||
Total Net Periodic Benefit Cost
|
$
|
9
|
|
$
|
8
|
|
$
|
—
|
|
|
Year Ended Aug. 31,
|
|||||
(Dollars in millions)
|
2016
|
2015
|
||||
Actuarial Loss
|
$
|
27
|
|
$
|
2
|
|
Amortization of Prior Service Credit
(1)
|
—
|
|
1
|
|
||
Amortization of Actuarial Gain
(1)
|
4
|
|
4
|
|
||
Total Loss Recognized in Accumulated Other Comprehensive Loss
|
$
|
31
|
|
$
|
7
|
|
(1)
|
For other postretirement benefits the actuarial gains/(losses) and prior service credit are amortized over a
seven
to
14
year period which represents the average future working lifetime for active participants.
|
|
Year Ended Aug. 31,
|
||
|
2016
|
2015
|
2014
|
Discount Rate Postretirement
|
3.85%
|
3.60%
|
3.95%
|
Discount Rate Postemployment
|
2.30%
|
2.40%
|
2.55%
|
Initial Trend Rate for Health Care Costs
|
5.50%
|
6.00%
|
6.50%
|
Ultimate Trend Rate for Health Care Costs
|
5.00%
|
5.00%
|
5.00%
|
(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
|
|
2016 FORM 10-K
|
|
Year Ended Aug. 31,
|
|||||
(Dollars in millions)
|
2016
|
2015
|
||||
Change in Benefit Obligation:
|
|
|
||||
Benefit obligation at beginning of period
|
$
|
176
|
|
$
|
189
|
|
Service cost
|
7
|
|
7
|
|
||
Interest cost
|
6
|
|
6
|
|
||
Actuarial loss
|
27
|
|
2
|
|
||
Plan participant contributions
|
5
|
|
5
|
|
||
Medicare Part D subsidy receipts
|
—
|
|
1
|
|
||
Benefits paid
|
(32
|
)
|
(32
|
)
|
||
Currency impact
|
—
|
|
(2
|
)
|
||
Benefit Obligation at End of Period
|
$
|
189
|
|
$
|
176
|
|
|
Year Ended Aug. 31,
|
|
|
2016
|
2015
|
Discount Rate Postretirement
|
3.00%
|
3.85%
|
Discount Rate Postemployment
|
1.75%
|
2.30%
|
Initial Trend Rate for Health Care Costs
(1)
|
7.50%
|
5.50%
|
Ultimate Trend Rate for Health Care Costs
|
4.50%
|
5.00%
|
(1)
|
As of
Aug. 31, 2016
, this rate is assumed to decrease to
4.5 percent
for 2023 and remain at that level thereafter.
|
|
As of Aug. 31,
|
|||||
(Dollars in millions)
|
2016
|
2015
|
||||
Miscellaneous Short-Term Accruals
|
$
|
27
|
|
$
|
22
|
|
Postretirement Liabilities
|
162
|
|
154
|
|
||
Total Liability Recognized
|
$
|
189
|
|
$
|
176
|
|
|
Year Ended Aug. 31,
|
|||||
(Dollars in millions)
|
2016
|
2015
|
||||
Actuarial Loss/(Gain)
|
$
|
14
|
|
$
|
(17
|
)
|
Prior Service Credit
|
—
|
|
—
|
|
||
Total Income Recognized in Accumulated Other Comprehensive Loss/(Gain)
|
$
|
14
|
|
$
|
(17
|
)
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
(Dollars in millions)
|
Total
|
||
Benefits Paid Directly by Employer 2017
|
$
|
27
|
|
Benefit Payments
(1)(2)
|
|
||
2017
|
27
|
|
|
2018
|
24
|
|
|
2019
|
21
|
|
|
2020
|
20
|
|
|
2021
|
19
|
|
|
2022-2026
|
74
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||
(Dollars in millions, except per share amounts)
|
2016
|
2015
|
2014
|
||||||
Cost of Goods Sold
|
$
|
14
|
|
$
|
8
|
|
$
|
8
|
|
Selling, General and Administrative Expenses
|
70
|
|
80
|
|
82
|
|
|||
Research and Development Expenses
|
28
|
|
31
|
|
31
|
|
|||
Restructuring Charges
|
(10
|
)
|
—
|
|
—
|
|
|||
Total Stock-Based Compensation Expense Included in Operating Charges
|
102
|
|
119
|
|
121
|
|
|||
Loss from Continuing Operations Before Income Taxes
|
(102
|
)
|
(119
|
)
|
(121
|
)
|
|||
Income Tax Benefit
|
38
|
|
38
|
|
40
|
|
|||
Net Loss
|
$
|
(64
|
)
|
$
|
(81
|
)
|
$
|
(81
|
)
|
Basic Loss per Share
|
$
|
(0.14
|
)
|
$
|
(0.17
|
)
|
$
|
(0.16
|
)
|
Diluted Loss per Share
|
$
|
(0.14
|
)
|
$
|
(0.17
|
)
|
$
|
(0.15
|
)
|
Excess Tax Benefits
|
$
|
16
|
|
$
|
44
|
|
$
|
72
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
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, 2015
|
4,042
|
|
$
|
111.37
|
|
1,939,822
|
|
$
|
99.74
|
|
—
|
|
$
|
—
|
|
|||
Granted
|
9,893
|
|
91.29
|
|
822,423
|
|
87.85
|
|
23,504
|
|
94.87
|
|
||||||
Vested
|
(6,428
|
)
|
97.73
|
|
(730,696
|
)
|
90.28
|
|
(22,410
|
)
|
94.83
|
|
||||||
Forfeitures
|
—
|
|
—
|
|
(342,631
|
)
|
97.18
|
|
(1,094
|
)
|
95.80
|
|
||||||
Nonvested as of Aug. 31, 2016
|
7,507
|
|
$
|
96.58
|
|
1,688,918
|
|
$
|
98.56
|
|
—
|
|
$
|
—
|
|
|||
|
|
|
|
|
|
|
||||||||||||
Pre-tax unrecognized compensation expense, net of estimated forfeitures as applicable (dollars in millions)
|
$
|
—
|
|
|
$
|
70
|
|
|
$
|
—
|
|
|
||||||
Remaining weighted-average period of expense recognition/requisite service periods (in years)
|
2.17
|
|
|
1.42
|
|
|
—
|
|
|
|
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)
|
2016
|
2015
|
2014
|
2016
|
2015
|
2014
|
||||||||||||
Restricted stock
|
$
|
91.29
|
|
$
|
115.65
|
|
$
|
108.10
|
|
$
|
1
|
|
$
|
—
|
|
$
|
1
|
|
Restricted stock units
|
$
|
87.85
|
|
$
|
108.42
|
|
$
|
102.10
|
|
$
|
66
|
|
$
|
52
|
|
$
|
32
|
|
Directors’ deferred stock
|
$
|
94.87
|
|
$
|
115.65
|
|
$
|
98.38
|
|
$
|
2
|
|
$
|
2
|
|
$
|
—
|
|
|
Lattice-binomial
|
|||||
Assumptions
|
2016
|
2015
|
2014
|
|||
Expected Dividend Yield
|
1.9
|
%
|
1.7
|
%
|
1.7
|
%
|
Expected Volatility
|
23-35%
|
|
20-35%
|
|
19-36%
|
|
Weighted-Average Volatility
|
27.5
|
%
|
25.9
|
%
|
27.5
|
%
|
Risk-Free Interest Rates
|
1.40-2.05%
|
|
1.56-2.11%
|
|
0.70-2.34%
|
|
Weighted-Average Risk-Free Interest Rate
|
1.78
|
%
|
1.99
|
%
|
1.66
|
%
|
Expected Option Life (in years)
|
7
|
|
7
|
|
6
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 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, 2014
|
$
|
(731
|
)
|
$
|
5
|
|
$
|
(167
|
)
|
$
|
(221
|
)
|
$
|
(1,114
|
)
|
Other comprehensive loss before reclassifications
|
(1,596
|
)
|
—
|
|
(54
|
)
|
(94
|
)
|
(1,744
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
(3
|
)
|
31
|
|
29
|
|
57
|
|
|||||
Net current-period other comprehensive loss
|
(1,596
|
)
|
(3
|
)
|
(23
|
)
|
(65
|
)
|
(1,687
|
)
|
|||||
Balance as of Aug. 31, 2015
|
(2,327
|
)
|
2
|
|
(190
|
)
|
(286
|
)
|
(2,801
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
35
|
|
(2
|
)
|
(42
|
)
|
(83
|
)
|
(92
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
1
|
|
55
|
|
29
|
|
85
|
|
|||||
Net current-period other comprehensive income (loss)
|
35
|
|
(1
|
)
|
13
|
|
(54
|
)
|
(7
|
)
|
|||||
Balance as of Aug. 31, 2016
|
$
|
(2,292
|
)
|
$
|
1
|
|
$
|
(177
|
)
|
$
|
(340
|
)
|
$
|
(2,808
|
)
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
Affected Line Item in the Statement of Consolidated Operations
|
|||||
(Dollars in millions)
|
Year Ended Aug. 31,
|
|
|||||
|
2016
|
2015
|
|
||||
Available for Sale Securities:
|
|
|
|
||||
Loss (Gain) on Sale of Security
|
$
|
2
|
|
$
|
(4
|
)
|
Other expense, net
|
|
2
|
|
(4
|
)
|
Total before income taxes
|
||
|
(1
|
)
|
1
|
|
Income tax provision
|
||
|
$
|
1
|
|
$
|
(3
|
)
|
Net of tax
|
|
|
|
|
||||
Cash Flow Hedges:
|
|
|
|
||||
Foreign Exchange Contracts
|
$
|
(8
|
)
|
$
|
(31
|
)
|
Net sales
|
Foreign Exchange Contracts
|
(21)
|
|
(9)
|
|
Cost of goods sold
|
||
Commodity Contracts
|
113
|
|
81
|
|
Cost of goods sold
|
||
Interest Rate Contracts
|
15
|
|
13
|
|
Interest expense
|
||
|
99
|
|
54
|
|
Total before income taxes
|
||
|
(44
|
)
|
(23
|
)
|
Income tax provision
|
||
|
$
|
55
|
|
$
|
31
|
|
Net of tax
|
|
|
|
|
||||
Postretirement Benefit Items:
|
|
|
|
||||
Amortization of Unrecognized Net Loss
|
$
|
16
|
|
$
|
16
|
|
Inventory / Cost of goods sold
(1)
|
Amortization of Unrecognized Net Loss
|
31
|
|
31
|
|
Selling, general and administrative expenses
|
||
|
47
|
|
47
|
|
Total before income taxes
|
||
|
(18
|
)
|
(18
|
)
|
Income tax provision
|
||
|
$
|
29
|
|
$
|
29
|
|
Net of tax
|
|
|
|
|
||||
Total Reclassifications For The Period
|
$
|
85
|
|
$
|
57
|
|
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
$16 million
of net periodic benefit cost to inventory, of which approximately
$16 million
was recognized in cost of goods sold during each of the
twelve months ended Aug. 31, 2016
, and
Aug. 31, 2015
, respectively. See Note
16
—
Postretirement Benefits - Pensions
— and Note
17
—
Postretirement Benefits - Health Care and Other Postemployment Benefits
— for additional information.
|
|
Year Ended Aug. 31,
|
|||||
(In millions)
|
2016
|
2015
|
2014
|
|||
Weighted-Average Number of Common Shares
|
442.7
|
|
476.9
|
|
519.3
|
|
Dilutive Potential Common Shares
|
4.4
|
|
4.5
|
|
5.6
|
|
Antidilutive Potential Common Shares
|
5.4
|
|
1.7
|
|
1.7
|
|
Shares Excluded From Computation of Dilutive Potential Shares with Exercise Prices Greater than the Average Market Price of Common Shares for the Period
|
3.2
|
|
0.1
|
|
—
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||
(Dollars in millions)
|
2016
|
2015
|
2014
|
||||||
Interest
|
$
|
387
|
|
$
|
343
|
|
$
|
158
|
|
Taxes
|
841
|
|
992
|
|
1,019
|
|
•
|
During fiscal years
2016
and
2015
, the company recognized noncash transactions related to restructuring. See Note
5
—
Restructuring
.
|
•
|
In fourth quarter
2016
,
2015
and
2014
, the board of directors declared a dividend payable in first quarter 2016, 2015 and 2014, respectively. As of
Aug. 31, 2016
,
Aug. 31, 2015
and
Aug. 31, 2014
, a dividend payable of
$237 million
,
$254 million
and
$239 million
, respectively, was recorded.
|
•
|
During fiscal years
2016
,
2015
and
2014
, the company recognized noncash capital expenditures of
$210 million
,
$225 million
and
$258 million
, respectively, in accounts payable in the Statements of Consolidated Financial Position.
|
•
|
During fiscal years
2016
,
2015
and
2014
, the company recognized noncash transactions related to stock-based compensation. See Note
19
—
Stock-Based Compensation Plans
— for further discussion of stock-based compensation.
|
•
|
During fiscal year
2014
, the company recognized noncash transactions related to acquisitions largely allocated to goodwill and other intangible assets, net in the Statement of Consolidated Financial Position. See Note
4
—
Business Combinations and Collaborative Arrangements
— for acquisition activity.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
|
Payments Due by Fiscal Year Ending Aug. 31,
|
|||||||||||||||||||
(Dollars in millions)
|
Total
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022 and
beyond |
||||||||||||||
Total Debt, including Capital Lease Obligations
|
$
|
9,040
|
|
$
|
1,587
|
|
$
|
306
|
|
$
|
804
|
|
$
|
5
|
|
$
|
500
|
|
$
|
5,838
|
|
Interest Payments Relating to Long-Term Debt and Capital Lease Obligations
(1)
|
6,320
|
|
310
|
|
301
|
|
282
|
|
269
|
|
267
|
|
4,891
|
|
|||||||
Operating Lease Obligations
|
520
|
|
151
|
|
98
|
|
76
|
|
61
|
|
47
|
|
87
|
|
|||||||
Purchase Obligations:
|
|
|
|
|
|
|
|
|
|||||||||||||
Commitments to purchase inventories
|
2,550
|
|
1,282
|
|
375
|
|
335
|
|
243
|
|
183
|
|
132
|
|
|||||||
Commitments to purchase breeding research
|
495
|
|
55
|
|
55
|
|
55
|
|
55
|
|
55
|
|
220
|
|
|||||||
R&D alliances and joint venture obligations
|
150
|
|
48
|
|
37
|
|
26
|
|
18
|
|
17
|
|
4
|
|
|||||||
Uncompleted additions to property
|
271
|
|
271
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Other Liabilities:
|
|
|
|
|
|
|
|
||||||||||||||
Postretirement liabilities
(2)
|
106
|
|
106
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Unrecognized tax benefits
(3)
|
70
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Environmental liabilities
|
189
|
|
12
|
|
16
|
|
11
|
|
6
|
|
6
|
|
138
|
|
|||||||
Total Contractual Obligations
|
$
|
19,711
|
|
$
|
3,822
|
|
$
|
1,188
|
|
$
|
1,589
|
|
$
|
657
|
|
$
|
1,075
|
|
$
|
11,310
|
|
(1)
|
For variable rate debt, interest is calculated using the applicable rates as of
Aug. 31, 2016
.
|
(2)
|
Includes the company’s planned pension and other postretirement benefit contributions for
2017
. The actual amounts funded in
2017
may differ from the amounts listed above. Contributions in
2018
and beyond are excluded as those amounts are unknown. Refer to Note
16
—
Postretirement Benefits - Pensions
— and Note
17
—
Postretirement Benefits - Health Care and Other Postemployment Benefits
— for more information.
|
(3)
|
Unrecognized tax benefits relate to reserves for 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
12
—
Income Taxes
— for more information.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
(Dollars in millions)
|
|
||
Aggregate Undiscounted Amount
|
$
|
405
|
|
Discounted Portion:
|
|
|
|
Expected payment (undiscounted) for:
|
|
|
|
2017
|
12
|
|
|
2018
|
16
|
|
|
2019
|
11
|
|
|
2020
|
6
|
|
|
2021
|
6
|
|
|
Undiscounted aggregate expected payments after 2022
|
138
|
|
|
Aggregate Amount to be Discounted as of Aug. 31, 2016
|
189
|
|
|
Discount, as of Aug. 31, 2016
|
(49
|
)
|
|
Aggregate Discounted Amount Accrued as of Aug. 31, 2016
|
$
|
140
|
|
Total Environmental and Litigation Reserve as of Aug. 31, 2016
|
$
|
545
|
|
(Dollars in millions)
|
|
||
Balance at Aug. 31, 2013
|
$
|
271
|
|
Payments
|
(69
|
)
|
|
Accretion
|
7
|
|
|
Adjustments to liabilities recognized in fiscal year 2014
|
82
|
|
|
Balance at Aug. 31, 2014
|
$
|
291
|
|
Payments
|
(67
|
)
|
|
Accretion
|
3
|
|
|
Adjustments to liabilities recognized in fiscal year 2015
|
129
|
|
|
Balance at Aug. 31, 2015
|
$
|
356
|
|
Payments
|
(117
|
)
|
|
Accretion
|
3
|
|
|
Adjustments to liabilities recognized in fiscal year 2016
|
303
|
|
|
Total Environmental and Litigation Reserve as of Aug. 31, 2016
|
$
|
545
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||
(Dollars in millions)
|
2016
|
2015
|
2014
|
||||||
Net Sales
(1)
|
|
|
|
||||||
Corn seed and traits
|
$
|
5,825
|
|
$
|
5,953
|
|
$
|
6,401
|
|
Soybean seed and traits
|
2,162
|
|
2,276
|
|
2,102
|
|
|||
Cotton seed and traits
|
440
|
|
523
|
|
665
|
|
|||
Vegetable seeds
|
801
|
|
816
|
|
867
|
|
|||
All other crops seeds and traits
|
760
|
|
675
|
|
705
|
|
|||
Total Seeds and Genomics
|
$
|
9,988
|
|
$
|
10,243
|
|
$
|
10,740
|
|
Agricultural productivity
|
3,514
|
|
4,758
|
|
5,115
|
|
|||
Total Agricultural Productivity
|
$
|
3,514
|
|
$
|
4,758
|
|
$
|
5,115
|
|
Total
|
$
|
13,502
|
|
$
|
15,001
|
|
$
|
15,855
|
|
Gross Profit
|
|
|
|
||||||
Corn seed and traits
|
$
|
3,450
|
|
$
|
3,557
|
|
$
|
3,932
|
|
Soybean seed and traits
|
1,399
|
|
1,510
|
|
1,364
|
|
|||
Cotton seed and traits
|
282
|
|
408
|
|
461
|
|
|||
Vegetable seeds
|
401
|
|
372
|
|
401
|
|
|||
All other crops seeds and traits
|
542
|
|
430
|
|
438
|
|
|||
Total Seeds and Genomics
|
$
|
6,074
|
|
$
|
6,277
|
|
$
|
6,596
|
|
Agricultural productivity
|
943
|
|
1,905
|
|
1,978
|
|
|||
Total Agricultural Productivity
|
$
|
943
|
|
$
|
1,905
|
|
$
|
1,978
|
|
Total
|
$
|
7,017
|
|
$
|
8,182
|
|
$
|
8,574
|
|
EBIT
(2)(3)
|
|
|
|
||||||
Seeds and genomics
|
$
|
2,292
|
|
$
|
2,206
|
|
$
|
2,607
|
|
Agricultural productivity
|
116
|
|
1,294
|
|
1,345
|
|
|||
Total
|
$
|
2,408
|
|
$
|
3,500
|
|
$
|
3,952
|
|
Depreciation and Amortization Expense
|
|
|
|
||||||
Seeds and genomics
|
$
|
593
|
|
$
|
586
|
|
$
|
568
|
|
Agricultural productivity
|
134
|
|
130
|
|
123
|
|
|||
Total
|
$
|
727
|
|
$
|
716
|
|
$
|
691
|
|
Equity Affiliate Loss
(4)
|
|
|
|
||||||
Seeds and genomics
|
$
|
13
|
|
$
|
13
|
|
$
|
8
|
|
Agricultural productivity
|
(1
|
)
|
—
|
|
—
|
|
|||
Total
|
$
|
12
|
|
$
|
13
|
|
$
|
8
|
|
Total Assets
|
|
|
|
||||||
Seeds and genomics
|
$
|
15,772
|
|
$
|
17,330
|
|
$
|
17,548
|
|
Agricultural productivity
|
3,964
|
|
4,590
|
|
4,370
|
|
|||
Total
|
$
|
19,736
|
|
$
|
21,920
|
|
$
|
21,918
|
|
Property, Plant and Equipment Purchases
|
|
|
|
||||||
Seeds and genomics
|
$
|
727
|
|
$
|
762
|
|
$
|
831
|
|
Agricultural productivity
|
196
|
|
205
|
|
174
|
|
|||
Total
|
$
|
923
|
|
$
|
967
|
|
$
|
1,005
|
|
Investment in Equity Affiliates
|
|
|
|
||||||
Seeds and genomics
|
$
|
152
|
|
$
|
114
|
|
$
|
126
|
|
Agricultural productivity
|
—
|
|
—
|
|
—
|
|
|||
Total
|
$
|
152
|
|
$
|
114
|
|
$
|
126
|
|
(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 GAAP. EBIT is an operating performance measure for the
two
reportable segments.
|
(3)
|
Agricultural Productivity EBIT includes income of
$27 million
,
$45 million
and
$22 million
from discontinued operations for fiscal years 2016, 2015 and 2014, respectively.
|
(4)
|
Equity affiliate loss is included in other expense, net in the Statements of Consolidated Operations.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
Year Ended Aug. 31,
|
||||||||
(Dollars in millions)
|
2016
|
2015
|
2014
|
||||||
EBIT
(1)
|
$
|
2,408
|
|
$
|
3,500
|
|
$
|
3,952
|
|
Interest Expense — Net
|
362
|
|
328
|
|
146
|
|
|||
Income Tax Provision
(2)
|
710
|
|
858
|
|
1,066
|
|
|||
Net Income Attributable to Monsanto Company
|
$
|
1,336
|
|
$
|
2,314
|
|
$
|
2,740
|
|
(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)
|
2016
|
2015
|
2014
|
2016
|
2015
|
||||||||||
United States
|
$
|
8,008
|
|
$
|
8,612
|
|
$
|
8,625
|
|
$
|
7,779
|
|
$
|
7,714
|
|
Europe-Africa
|
1,536
|
|
1,834
|
|
2,192
|
|
1,321
|
|
1,309
|
|
|||||
Brazil
|
1,437
|
|
1,725
|
|
1,778
|
|
665
|
|
614
|
|
|||||
Argentina
|
856
|
|
871
|
|
1,092
|
|
345
|
|
427
|
|
|||||
Asia-Pacific
|
483
|
|
686
|
|
837
|
|
277
|
|
293
|
|
|||||
Canada
|
619
|
|
601
|
|
636
|
|
87
|
|
104
|
|
|||||
Mexico
|
436
|
|
537
|
|
503
|
|
138
|
|
163
|
|
|||||
Other
|
127
|
|
135
|
|
192
|
|
354
|
|
394
|
|
|||||
Total
|
$
|
13,502
|
|
$
|
15,001
|
|
$
|
15,855
|
|
$
|
10,966
|
|
$
|
11,018
|
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
(Dollars in millions, except per share amounts)
|
|
|
|
|
|
||||||||||
|
1st
(2)(3)
|
2nd
(4)(5)
|
3rd
(6)(7)
|
4th
(8)(9)
|
|
||||||||||
2016
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Total
|
||||||||||
Net Sales
|
$
|
2,219
|
|
$
|
4,532
|
|
$
|
4,189
|
|
$
|
2,562
|
|
$
|
13,502
|
|
Gross Profit
|
901
|
|
2,598
|
|
2,380
|
|
1,138
|
|
7,017
|
|
|||||
(Loss) Income from Continuing Operations Attributable to Monsanto Company
|
(265
|
)
|
1,060
|
|
717
|
|
(193
|
)
|
1,319
|
|
|||||
Income on Discontinued Operations
|
12
|
|
3
|
|
—
|
|
2
|
|
17
|
|
|||||
Net (Loss) Income
|
(257
|
)
|
1,060
|
|
715
|
|
(205
|
)
|
1,313
|
|
|||||
Net (Loss) Income Attributable to Monsanto Company
|
$
|
(253
|
)
|
$
|
1,063
|
|
$
|
717
|
|
$
|
(191
|
)
|
$
|
1,336
|
|
Basic (Loss) Earnings per Share Attributable to Monsanto Company:
(1)
|
|
|
|
|
|
||||||||||
(Loss) Income from continuing operations
|
$
|
(0.58
|
)
|
$
|
2.42
|
|
$
|
1.64
|
|
$
|
(0.44
|
)
|
$
|
2.98
|
|
Income on discontinued operations
|
0.02
|
|
—
|
|
—
|
|
—
|
|
0.04
|
|
|||||
Net (Loss) Income Attributable to Monsanto Company
|
$
|
(0.56
|
)
|
$
|
2.42
|
|
$
|
1.64
|
|
$
|
(0.44
|
)
|
$
|
3.02
|
|
Diluted (Loss) Earnings per Share Attributable to Monsanto Company:
(1)
|
|
|
|
|
|
||||||||||
(Loss) Income from continuing operations
|
$
|
(0.58
|
)
|
$
|
2.40
|
|
$
|
1.63
|
|
$
|
(0.44
|
)
|
$
|
2.95
|
|
Income on discontinued operations
|
0.02
|
|
0.01
|
|
—
|
|
—
|
|
0.04
|
|
|||||
Net (Loss) Income Attributable to Monsanto Company
|
$
|
(0.56
|
)
|
$
|
2.41
|
|
$
|
1.63
|
|
$
|
(0.44
|
)
|
$
|
2.99
|
|
2015
|
|
|
|
|
|
||||||||||
Net Sales
|
$
|
2,870
|
|
$
|
5,197
|
|
$
|
4,579
|
|
$
|
2,355
|
|
$
|
15,001
|
|
Gross Profit
|
1,411
|
|
3,039
|
|
2,736
|
|
996
|
|
8,182
|
|
|||||
Income (Loss) from Continuing Operations Attributable to Monsanto Company
|
227
|
|
1,418
|
|
1,141
|
|
(500
|
)
|
2,286
|
|
|||||
Income on Discontinued Operations
|
16
|
|
7
|
|
—
|
|
5
|
|
28
|
|
|||||
Net Income (Loss)
|
243
|
|
1,419
|
|
1,155
|
|
(492
|
)
|
2,325
|
|
|||||
Net Income (Loss) Attributable to Monsanto Company
|
$
|
243
|
|
$
|
1,425
|
|
$
|
1,141
|
|
$
|
(495
|
)
|
$
|
2,314
|
|
Basic Earnings (Loss) per Share Attributable to Monsanto Company:
(1)
|
|
|
|
|
|
||||||||||
Income (Loss) from continuing operations
|
$
|
0.47
|
|
$
|
2.93
|
|
$
|
2.41
|
|
$
|
(1.07
|
)
|
$
|
4.79
|
|
Income on discontinued operations
|
0.03
|
|
0.02
|
|
—
|
|
0.01
|
|
0.06
|
|
|||||
Net Income (Loss) Attributable to Monsanto Company
|
$
|
0.50
|
|
$
|
2.95
|
|
$
|
2.41
|
|
$
|
(1.06
|
)
|
$
|
4.85
|
|
Diluted Earnings (Loss) per Share Attributable to Monsanto Company:
(1)
|
|
|
|
|
|
||||||||||
Income (Loss) from continuing operations
|
$
|
0.47
|
|
$
|
2.90
|
|
$
|
2.39
|
|
$
|
(1.07
|
)
|
$
|
4.75
|
|
Income on discontinued operations
|
0.03
|
|
0.02
|
|
—
|
|
0.01
|
|
0.06
|
|
|||||
Net Income (Loss) Attributable to Monsanto Company
|
$
|
0.50
|
|
$
|
2.92
|
|
$
|
2.39
|
|
$
|
(1.06
|
)
|
$
|
4.81
|
|
(1)
|
Because Monsanto reported a loss from continuing operations in the first quarter
2016
and fourth quarter
2016
and
2015
, 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.
|
(2)
|
In the first quarter of fiscal
2016
, the company recorded
$52 million
of cost of goods sold expenses related to the 2015 Restructuring Plan,
$5 million
of selling, general and administrative expenses related to environmental and litigation settlements and
$266 million
of restructuring charges with a combined corresponding income tax benefit of
$110 million
.
|
(3)
|
In the first quarter of fiscal
2015
, the company recorded
$8 million
of selling, general and administrative expenses related to environmental and litigation settlements with a corresponding income tax benefit of
$3 million
.
|
(4)
|
In the second quarter of fiscal
2016
, the company recorded
$3 million
of selling, general and administrative expenses related to environmental and litigation settlements and a SEC settlement and
$9 million
of restructuring charges related to the 2015 Restructuring Plan with a combined corresponding income tax benefit of
$4 million
.
|
(5)
|
In the second quarter of fiscal
2015
, the company recorded
$10 million
of selling, general and administrative expenses related to environmental and litigation settlements with a corresponding income tax benefit of
$4 million
.
|
(6)
|
In the third quarter of fiscal
2016
, the company recorded
$210 million
of net sales as a result of agreements entered into related to the company
’
s alfalfa traits and technology, which resulted in upfront revenue accounted for as an exclusive perpetual license to intellectual property, with a corresponding income tax provision of
$74 million
. The company also recorded
$1 million
of cost of goods sold expenses related to the 2015
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
(7)
|
In the third quarter of fiscal
2015
, the company recorded
$274 million
of net sales as a result of the sale of a perpetual license to intellectual property, with a corresponding income tax provision of
$102 million
. The company also recorded
$57 million
of selling, general and administrative expenses related to environmental and litigation settlements and a SEC settlement with a combined corresponding income tax benefit of
$8 million
.
|
(8)
|
In the fourth quarter of fiscal
2016
, the company recorded a
$157 million
gain in other expense, net as a result of the company signing definitive agreements to sell certain manufacturing assets and contribute to a newly-formed joint venture certain intellectual property, real property and tangible assets related to the company
’
s sorghum business, with a corresponding income tax provision of
$47 million
. The company also recorded
$14 million
of cost of goods sold expenses related to the 2015 Restructuring Plan,
$246 million
of selling, general and administrative expenses related to environmental and litigation settlements and a SEC settlement and
$7 million
of restructuring charges with a combined corresponding income tax benefit of
$77 million
. The company also recorded a net tax charge of
$33 million
for Argentine-related tax matters based on similar circumstances as noted above in the third quarter of fiscal 2016.
|
(9)
|
In the fourth quarter of fiscal
2015
, the company recorded
$101 million
of cost of goods sold expenses related to the 2015 Restructuring Plan,
$93 million
of selling, general and administrative expenses related to environmental and litigation settlements and a SEC settlement and
$393 million
of restructuring charges with a combined corresponding income tax benefit of
$173 million
.
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
•
|
Information appearing under the heading “Director Nominees” 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, 2011
*
|
Brett D. Begemann, 55
|
|
President and Chief Operating Officer
|
|
2003
|
|
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, 51
|
|
Senior Vice President and Chief Financial Officer
|
|
2011
|
|
Present position, 1/11
|
Robert T. Fraley, 63
|
|
Executive Vice President and Chief Technology Officer
|
|
2000
|
|
Present position, 8/00
|
Michael J. Frank, 52
|
|
Senior Vice President, Chief Commercial Officer
|
|
2013
|
|
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; Vice President, Global Commercial - Monsanto Company, 9/14-2/16; Vice President, Chief Commercial Officer - Monsanto Company, 2/16-8/16; present position, 8/16
|
Hugh Grant, 58
|
|
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
|
Janet M. Holloway, 62
|
|
Senior Vice President, Chief of Staff and Community Relations
|
|
2000
|
|
Present position, 10/07
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
Steven C. Mizell, 56
|
|
Executive Vice President and Chief Human Resources Officer
|
|
2004
|
|
Executive Vice President, Human Resources - Monsanto Company, 8/07-4/16; present position, 4/16
|
Duraiswami Narian, 53
|
|
Vice President and Treasurer
|
|
2015
|
|
India Regional Business Lead - Monsanto Company, 07/10-02/13; International Finance Lead - Monsanto Company, 03/13- 08/14; Assistant Treasurer - Monsanto Company, 09/14-10/15; present position, 10/15
|
Kerry J. Preete, 56
|
|
Executive Vice President and Chief Strategy Officer
|
|
2008
|
|
Senior Vice President, Global Strategy - Monsanto Company, 10/10-8/12; Executive Vice President, Global Strategy - Monsanto Company, 8/12-4/16; present position, 4/16
|
Nicole M. Ringenberg, 55
|
|
Vice President and Controller
|
|
2007
|
|
Present position, 12/09
|
David F. Snively, 62
|
|
Executive Vice President, Secretary and General Counsel
|
|
2006
|
|
Present position, 9/10
|
Michael K. Stern, 55
|
|
Vice President, Chief Executive 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; Vice President, Monsanto Company and President and Chief Operating Officer - Climate, 9/14-2/16; present position, 2/16
|
*
|
Prior to Sept. 1, 2000, the businesses of the current Monsanto Company were the agricultural division of Pharmacia LLC.
|
MONSANTO COMPANY
|
|
2016 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
|
|
2016 FORM 10-K
|
|
|
MONSANTO COMPANY
|
|
|
(Registrant)
|
|
|
|
|
By:
|
/s/ NICOLE M. RINGENBERG
|
|
|
Nicole M. Ringenberg
|
|
|
Vice President and Controller
|
|
|
(Principal Accounting Officer)
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ DWIGHT M. BARNS
|
|
Director
|
|
October 19, 2016
|
(Dwight M. Barns)
|
|
|
|
|
|
|
|
|
|
/s/ GREGORY H. BOYCE
|
|
Director
|
|
October 19, 2016
|
(Gregory H. Boyce)
|
|
|
|
|
|
|
|
|
|
/s/ DAVID L. CHICOINE
|
|
Director
|
|
October 19, 2016
|
(David L. Chicoine)
|
|
|
|
|
|
|
|
||
/s/ JANICE L. FIELDS
|
|
Director
|
|
October 19, 2016
|
(Janice L. Fields)
|
|
|
|
|
|
|
|
||
/s/ HUGH GRANT
|
|
Chairman of the Board and
|
|
October 19, 2016
|
(Hugh Grant)
|
|
Chief Executive Officer, Director
(Principal Executive Officer)
|
|
|
|
|
|
||
/s/ ARTHUR H. HARPER
|
|
Director
|
|
October 19, 2016
|
(Arthur H. Harper)
|
|
|
|
|
|
|
|
||
|
|
Director
|
|
|
(Laura K. Ipsen)
|
|
|
|
|
|
|
|
||
/s/ MARCOS M. LUTZ
|
|
Director
|
|
October 19, 2016
|
(Marcos M. Lutz)
|
|
|
||
|
|
|
|
|
/s/ C. STEVEN MCMILLAN
|
|
Director
|
|
October 19, 2016
|
(C. Steven McMillan)
|
|
|
|
|
|
|
|
||
/s/ JON R. MOELLER
|
|
Director
|
|
October 19, 2016
|
(Jon R. Moeller)
|
|
|
|
|
|
|
|
||
/s/ GEORGE H. POSTE
|
|
Director
|
|
October 19, 2016
|
(George H. Poste)
|
|
|
|
|
|
|
|
||
/s/ ROBERT J. STEVENS
|
|
Director
|
|
October 19, 2016
|
(Robert J. Stevens)
|
|
|
|
|
|
|
|
|
|
/s/ PATRICIA VERDUIN
|
|
Director
|
|
October 19, 2016
|
(Patricia Verduin)
|
|
|
|
|
|
|
|
||
/s/ PIERRE COURDUROUX
|
|
Senior Vice President, Chief Financial
|
|
October 19, 2016
|
(Pierre Courduroux)
|
|
Officer (Principal Financial Officer)
|
|
|
|
|
|
||
/s/ NICOLE M. RINGENBERG
|
|
Vice President and Controller
|
|
October 19, 2016
|
(Nicole M. Ringenberg)
|
|
(Principal Accounting Officer)
|
|
|
MONSANTO COMPANY
|
|
2016 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.
|
|
Agreement and Plan of Merger, dated September 14, 2016, by and among Bayer Aktiengesellschaft, KWA Investment Co. and Monsanto Company (incorporated by reference to Exhibit 2.1 of Form 8-K, filed September 20, 2016, 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 Amended and Restated Bylaws, as amended effective August 12, 2016 (incorporated by reference to Exhibit 3.2(ii) of Form 8-K, filed August 18, 2016, 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 Dec. 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).
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
|
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).
|
|
|
|
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.
|
|
Five-Year Credit Agreement dated March 27, 2015 (incorporated by reference to Exhibit 10.1 of Form 8-K, filed on April 2, 2015, File No. 1-16167).
|
|
|
|
12.1.
|
|
Master Confirmation-Uncollared Share Repurchase dated October 9, 2015 between Monsanto Company and Citibank, N.A. (incorporated by reference to Exhibit 10.1 of Form 8-K, filed Oct. 9, 2015, File No. 1-16167).
|
|
|
|
12.2.
|
|
Master Confirmation-Uncollared Share Repurchase dated October 9, 2015 between Monsanto Company and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.2 of Form 8-K, filed Oct. 9, 2015, File No. 1-16167).
|
|
|
|
13.
|
|
The Monsanto Company Non-Employee Director Equity Incentive Compensation Plan, as amended and restated, effective September 1, 2016.
†
|
|
|
|
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 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 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 and the Monsanto Company 2005 Long-Term Incentive Plan, as approved on Aug. 6, 2007 (incorporated by reference to Exhibit 10.3 of Form 8-K, filed Aug. 10, 2007, 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 of Oct. 2008 (incorporated by reference to Exhibit 10.19.7 of Form 10-K for the period ended Aug. 31, 2009, 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 approved on Oct. 25, 2010 (incorporated by reference to Exhibit 10.14.9 of Form 10-K for the period ended Aug. 31, 2010, 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 Aug. 24, 2011 (incorporated by reference to Exhibit 10.14.10 of Form 10-K for the period ended Aug. 31, 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 of Form 8-K, filed Aug. 31, 2012, File No. 1-16167).
†
|
|
|
|
15.2.
|
|
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 Sept. 24, 2015 (incorporated by reference to Exhibit 15.2 of Form 10-K for the period ended Aug. 31, 2015, File No. 1-16167).
†
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
|
|
15.3.
|
|
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 of Form 8-K, filed Aug. 31, 2012, 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 Amended and Restated as of Jan. 24, 2012), as approved on Sept. 24, 2015 (incorporated by reference to Exhibit 15.4 of Form 10-K for the period ended Aug. 31, 2015, File No. 1-16167).†
|
|
|
|
15.5.
|
|
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 of Form 8-K, filed Aug. 31, 2012, File No. 1-16167).†
|
|
|
|
15.6.
|
|
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 Sept. 24, 2015 (incorporated by reference to Exhibit 15.6 of Form 10-K for the period ended Aug. 31, 2015, File No. 1-16167).†
|
|
|
|
15.7.
|
|
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 (incorporated by reference to Exhibit 10.15.10 of Form 10-K for the period ended Aug. 31, 2014, File No. 1-16167).†
|
|
|
|
15.8.
|
|
Form of Terms and Conditions of Financial Goal Restricted Stock Units for CEO and Certain Other Executive Officers Under the Monsanto Company 2005 Long-Term Incentive Plan (as Amended and Restated as of Jan. 24, 2012), as approved on Sept. 24, 2015 (incorporated by reference to Exhibit 15.8 of Form 10-K for the period ended Aug. 31, 2015, File No. 1-16167).†
|
|
|
|
15.9.
|
|
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 Form 10-Q for the period ended Nov. 30, 2013, File No. 1-16167).†
|
|
|
|
15.10.
|
|
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) as approved on Sept. 24, 2015 (incorporated by reference to Exhibit 15.10 of Form 10-K for the period ended Aug. 31, 2015, File No. 1-16167).†
|
|
|
|
15.11.
|
|
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 Form 10-Q for the period ended May 31, 2012, File No. 1-16167).†
|
|
|
|
15.12.
|
|
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 Form 10-Q for the period ended May 31, 2012, File No. 1-16167).†
|
|
|
|
15.13.
|
|
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 on May 27, 2014 (incorporated by reference to Exhibit 10.15.14 of Form 10-K for the period ended Aug. 31, 2014, File No. 1-16167).†
|
|
|
|
15.14.
|
|
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 on May 27, 2014 (incorporated by reference to Exhibit 10.15.15 of Form 10-K for the period ended Aug. 31, 2014, File No. 1-16167).†
|
|
|
|
15.15.
|
|
Form of Terms and Conditions of Time-Based Restricted Stock Units Under the Monsanto Company 2005 Long-Term Incentive Plan (as amended and Restated as of Jan. 24, 2012), as approved on Oct. 17, 2016.†
|
|
|
|
15.16.
|
|
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 Oct. 17, 2016.†
|
|
|
|
16.
|
`
|
Monsanto Company Deferred Payment Plan Amended and Restated as of May 1, 2015 (incorporated by reference to Exhibit 10.2 of Form 10-Q for the period ended May 31, 2015, 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. 1 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 17.1 of Form 10-K for the period ended Aug. 31, 2015, File No. 1-16167).†
|
MONSANTO COMPANY
|
|
2016 FORM 10-K
|
MONSANTO COMPANY
|
|
2016 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.
|
**
|
The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the company, Bayer or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement (except with respect to company stockholders’, optionholders’ and other awardholders’ right to receive the applicable consideration following the Effective Time) and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be reflected in the company’s public disclosures.
|
†
|
Represents management contract or compensatory plan or arrangement.
|
Vesting Date
|
RSUs to Vest
|
November 15, 2017
|
1/3 of the RSUs
|
November 15, 2018
|
1/3 of the RSUs
|
November 15, 2019
|
Remaining unvested RSUs
|
Ratio of Earnings to Fixed Charges
(1)(2)
|
|
Year Ended Aug. 31,
|
||||||||||||||||||
(Dollars in millions except for ratios)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
EARNINGS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from Continuing Operations Before Income Taxes
|
|
$
|
1,991
|
|
|
$
|
3,161
|
|
|
$
|
3,827
|
|
|
$
|
3,429
|
|
|
$
|
2,988
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
515
|
|
|
509
|
|
|
327
|
|
|
246
|
|
|
257
|
|
|||||
Equity affiliate loss (income) — net
|
|
12
|
|
|
13
|
|
|
8
|
|
|
(15
|
)
|
|
(10
|
)
|
|||||
Amortization of capitalized interest
|
|
20
|
|
|
18
|
|
|
17
|
|
|
16
|
|
|
15
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capitalized interest
|
|
(32
|
)
|
|
(26
|
)
|
|
(28
|
)
|
|
(23
|
)
|
|
(21
|
)
|
|||||
Earnings available for fixed charges
|
|
$
|
2,506
|
|
|
$
|
3,675
|
|
|
$
|
4,151
|
|
|
$
|
3,653
|
|
|
$
|
3,229
|
|
FIXED CHARGES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
(3)
|
|
$
|
437
|
|
|
$
|
434
|
|
|
$
|
250
|
|
|
$
|
176
|
|
|
$
|
191
|
|
Capitalized interest
|
|
32
|
|
|
26
|
|
|
28
|
|
|
23
|
|
|
21
|
|
|||||
Portion of rents representative of interest factor
|
|
46
|
|
|
49
|
|
|
49
|
|
|
47
|
|
|
45
|
|
|||||
Total Fixed Charges
|
|
$
|
515
|
|
|
$
|
509
|
|
|
$
|
327
|
|
|
$
|
246
|
|
|
$
|
257
|
|
Ratio of Earnings to Fixed Charges
|
|
4.87
|
|
|
7.22
|
|
|
12.69
|
|
|
14.85
|
|
|
12.56
|
|
(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)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Short-Term Debt
|
|
$
|
1,587
|
|
|
$
|
615
|
|
|
$
|
233
|
|
|
$
|
51
|
|
|
$
|
36
|
|
Long-Term Debt
(2)
|
|
7,453
|
|
|
8,429
|
|
|
7,465
|
|
|
2,048
|
|
|
2,024
|
|
|||||
Total Debt
|
|
9,040
|
|
|
9,044
|
|
|
7,698
|
|
|
2,099
|
|
|
2,060
|
|
|||||
Total Monsanto Company Shareowners’ Equity
|
|
4,534
|
|
|
6,990
|
|
|
7,875
|
|
|
12,559
|
|
|
11,833
|
|
|||||
Debt-to-Capital Ratio
|
|
67
|
%
|
|
56
|
%
|
|
49
|
%
|
|
14
|
%
|
|
15
|
%
|
(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.
|
(2)
|
Prior period balances have been updated to conform with current period presentation for the adoption of the accounting standard update “Presentation of Debt Issuance Costs” in fiscal year 2015
|
Current Ratio
(1)
|
|
Year Ended Aug. 31,
|
||||||||||||||||||
(amounts in millions except for ratios)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Total Current Assets
|
|
$
|
8,157
|
|
|
$
|
10,625
|
|
|
$
|
9,675
|
|
|
$
|
10,077
|
|
|
$
|
9,658
|
|
Total Current Liabilities
|
|
6,729
|
|
|
5,177
|
|
|
5,112
|
|
|
4,336
|
|
|
4,221
|
|
|||||
Current Ratio
|
|
1.21
|
|
|
2.05
|
|
|
1.89
|
|
|
2.32
|
|
|
2.29
|
|
(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
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
Date: October 19, 2016
|
|
|
|
|
|
/s/ Hugh Grant
|
|
|
Hugh Grant
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
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;
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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: October 19, 2016
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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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(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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