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FORM 11-K
( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
-----------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ------------- to ------------
Commission file number 1-2516
------------
A. Full title of the plan and the address of the plan, if
different from that of issuer named below:
MONSANTO COMPANY SAVINGS AND INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
MONSANTO COMPANY
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
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MONSANTO COMPANY SAVINGS AND INVESTMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
FOR THE PLAN YEAR ENDED DECEMBER 31, 1993
AND
INDEPENDENT AUDITORS' OPINION
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INDEPENDENT AUDITORS' OPINION
- - -----------------------------
To the Employee Benefits Plans Committee of the Monsanto Company
Savings and Investment Plan:
We have audited the accompanying statement of net assets
available for benefits of the Monsanto Company Savings and
Investment Plan (the Plan) as of December 31, 1993 and 1992, and
the related statement of changes in net assets available for
benefits by fund and in total for the year ended December 31,
1993. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the net assets available for benefits of the
Plan at December 31, 1993 and 1992, and the changes in net assets
available for benefits by fund and in total for the year ended
December 31, 1993 in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules listed in the Table of Contents are
presented for purpose of additional analysis and are not a
required part of the basic financial statements but are
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. These schedules
are the responsibility of the Plan's management. Such
supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic 1993 financial
statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic 1993 financial
statements taken as a whole.
DELOITTE & TOUCHE
Deloitte & Touche
St. Louis, Missouri
June 27, 1994
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MONSANTO COMPANY SAVINGS AND INVESTMENT PLAN
Financial Statements and Supplemental Schedules
-----------------------------------------------
Table of Contents
-----------------
Financial Statements:
Statement of Net Assets Available for Benefits - As of
December 31, 1993 and 1992
Statement of Changes in Net Assets Available for Benefits -
For the Year Ended December 31, 1993
Notes to Financial Statements
Supplemental Schedules:
1 Item 27a - Assets Held for Investment - December 31, 1993
2 Item 27a - Schedule of Assets Held for Investment Acquired and
Disposed of Within the Plan Year Ended December 31, 1993
5 Item 27d - Schedule of Reportable Transactions - For the Year Ended
December 31, 1993
The Supplemental Schedules 3 and 4 are omitted because of
the absence of the conditions under which they are required.
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<TABLE>
MONSANTO COMPANY SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 1993 and 1992
(Dollars in Thousands)
<CAPTION>
1993 1992
---------- ----------
<S> <C> <C>
Cash $ 0 $ 45
Temporary Investments 8,189 6,239
Receivables 4,118 2,569
Loans to Participants 39,362 43,454
Investments:
Preferred Stock 3,258 1,863
Common Stock - Monsanto Company 788,730 643,881
Common Stock - Other 177,387 141,450
Dodge and Cox Mutual Fund 36,946 17,818
Investment Contracts - Fixed Interest 832,977 769,734
---------- ----------
Total Assets 1,890,967 1,627,053
---------- ----------
ESOP Debt 230,000 240,000
Other Liabilities 1,846 2,775
---------- ----------
Total Liabilities 231,846 242,775
---------- ----------
Net Assets Available for Benefits $1,659,121 $1,384,278
========== ==========
The above statement should be read in conjunction with the accompanying
Notes to Financial Statements.
</TABLE>
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<TABLE>
MONSANTO COMPANY SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 1993
(Dollars in Thousands)
<CAPTION>
Monsanto
Fixed Common
Income Equity Balanced Stock Loan
Fund Fund Fund Fund Fund Total
-------- -------- ------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Employer $ 25,384 $ 25,384
Employees $ 35,300 $ 16,128 $ 3,610 858 55,896
-------- -------- ------- -------- ----------
35,300 16,128 3,610 26,242 81,280
Investment Income:
Interest 66,793 150 39 206 67,188
Dividends:
Monsanto Company 25,299 25,299
Other 3,370 1,698 5,068
Net Change in Fair Value
of Investments:
Monsanto Company
Common Stock 180,192 180,192
Other Investments 17,588 1,599 19,187
Interest Income on Loans
to Participants $ 3,317 3,317
Interest Expense on ESOP Debt (17,834) (17,834)
Transfers Between Funds:
Loans to Participants (11,512) (3,783) (489) (92) 15,876 0
Loan Repayments 11,472 4,316 644 124 (16,556) 0
Loan Interest 2,312 870 110 25 (3,317) 0
Other Transfers 17,761 12,362 15,202 (45,325) 0
Rollover from Chevron 546 587 218 227 1,578
Withdrawals (51,023) (9,615) (822) (25,560) (3,412) (90,432)
-------- -------- ------- -------- -------- ----------
Increase (Decrease) in
Net Assets 71,649 41,973 21,809 143,504 (4,092) 274,843
Net Assets Available for
Benefits at Beginning of Year 768,409 147,503 17,688 407,224 43,454 1,384,278
-------- -------- ------- -------- -------- ----------
Net Assets Available for
Benefits at End of Year $840,058 $189,476 $39,497 $550,728 $ 39,362 $1,659,121
======== ======== ======= ======== ======== ==========
The above statement should be read in conjunction with the accompanying
Notes to Financial Statements.
</TABLE>
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MONSANTO COMPANY SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1993
(Dollars in Thousands)
1. Summary of Significant Accounting Policies
------------------------------------------
The accompanying financial statements of the Monsanto Company
Savings and Investment Plan (the Plan) have been prepared on
the accrual basis.
Fixed income fund investments in guaranteed investment
contracts, issued by insurance companies, are valued at cost
plus accrued interest.
Investments, other than guaranteed investment contracts, are
stated at fair values, which generally are determined by
quoted market prices.
In 1993, the Plan changed its method of accounting for
benefits payable to comply with the 1993 AICPA Audit and
Accounting Guide, Audits of Employee Benefits Plans. The new
guidance requires that benefits payable to persons who have
withdrawn from participation in a defined contribution plan be
disclosed in the footnotes to the financial statements rather
than be recorded as a liability of the Plan. Such amounts as
of December 31, 1992 have been reclassified to net assets
available for benefits. As of December 31, 1993 and 1992,
benefits of $13,257 and $5,780, respectively, were due to
participants who have withdrawn from participation in the
Plan.
2. Information Regarding the Plan
------------------------------
The following description of the Plan provides only general
information. Participants should refer to the Plan document
for a more complete description of the Plan's provisions.
The Plan is a contributory defined contribution profit sharing
plan with individual accounts for each participant.
An employee must complete one year of service to be eligible
to participate in the Plan. The cost of plan administration
is borne by the Company, the Plan sponsor. Effective April 1,
1993, the trustee of the Plan changed from Mellon Bank, N.A.
to The Northern Trust Company.
The Plan provides for voluntary employee contributions
generally ranging from 1 1/2% to 15% of an employee's base
pay. Employees have an option to participate in the Retirement
Income Deferral Account (RIDA) or the Regular Savings and
Investment Account (Regular SIP). Subject to Internal Revenue
discrimination tests, contributions may be all RIDA, all
Regular SIP, or a combination of both. Employee contributions
to the Plan may be invested in 10% increments in a fixed
income fund, an equity fund, a balanced fund consisting of
both fixed and equity securities or a Monsanto common stock
fund. Employees may also purchase U.S. Savings Bonds under
the Regular SIP option.
The fixed income fund currently purchases guaranteed
investment contracts with various insurance companies to
provide participants the issuers' commitment to repay
principal plus resultant earnings. The following summarizes
the guaranteed investment contracts:
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<TABLE>
<CAPTION>
(Dollars in Thousands)
December 31,
Guaranteed Investment Contracts 1993 1992
------------------------------- ---- ----
<S> <C> <C>
Aetna Life Insurance Company:
9.60% Group Annuity Contract matures June 1995 $ 82,230 $ 72,028
9.16% Group Annuity Contract matures Dec. 1993 75,210 68,899
Allstate Life Insurance Company
8.52% Group Annuity Contract matures June 1996 73,591 67,813
Equitable Life Assurance Company
12.50% Group Annuity Contract matured June 1993 149,474
Commonwealth Life Insurance Company
3.03% Synthetic Guaranteed Investment Contract 37,400
Metropolitan Life Insurance Company
5.94% - 6.30% Separate Account Contract 219,584 92,170
Provident National Assurance Company
10.15% Group Annuity Contract matures June 1994 91,255 82,846
Prudential Insurance Company of America:
7.08% - 7.42% Separate Account Contract 90,588 84,331
9.51% Group Annuity Contract matures Dec. 1995 78,333 71,530
9.20% Group Annuity Contract matures Dec. 1994 84,786 77,643
-------- --------
Total $832,977 $769,734
======== ========
</TABLE>
The rate of return for the synthetic and separate account
guaranteed investment contracts floats with the return on
the underlying assets. Upon appropriate notification to the
insurance company, the synthetic and separate account
guaranteed investment contracts may be terminated.
The Plan expects to hold these guaranteed investment contracts
to maturity and, accordingly, these investments are valued at
cost plus accrued interest. The total estimated December 31,
1993, fair value of guaranteed investment contracts was $869
million. Fair values are estimated using appropriate valuation
techniques based on information available as of December 31,
1993. The fair value estimates are not necessarily indicative
of values the Plan could realize in the current market.
The chairman and chief executive officer of Monsanto Company is
a member of the board of directors of Metropolitan Life
Insurance Company (Metropolitan). The fair value of the
Metropolitan separate account contract approximated its recorded
value at December 31, 1993.
The RIDA option allows participants to elect to make before-tax
contributions from gross pay before income taxes are deducted.
RIDA contributions generally cannot be withdrawn by the
participants until age 59 1/2, retirement, disability, death or
termination of employment. Contributions to Regular SIP are
made from participants' pay after income taxes are deducted.
Withdrawal of Regular SIP employee contributions can be made
with no penalty except when the employee has been employed less
than five years, in which case matched employee contributions
received during the last 24 months cannot be withdrawn without a
three-month suspension from the benefit of the employer matching
of funds. Upon completing five years of SIP participation, and
every ten years after that, a SIP participant can elect a
periodic withdrawal of up to 100% of the balance in his Regular
SIP account (and, if he has reached age 59 1/2, his RIDA account).
Unlike a
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withdrawal, there are no penalties for a periodic withdrawal.
The participant can elect not to take a periodic withdrawal.
Employee contributions to the Plan, up to a maximum of 7% of
base pay, generally are matched 60% by Monsanto Company (the
Employer). Employer contributions and related earnings are
invested solely in Monsanto Company common stock. In part this
is accomplished through an Employee Stock Ownership Plan (ESOP)
feature added to the Plan in October 1991. Company
contributions and dividends, excluding those received during the
last 24 months, may be withdrawn by a participant with a
three-month suspension from the benefit of the employer matching
of funds.
In 1991, in connection with the ESOP component, the Plan issued
$100 million in amortizing notes and $100 million in amortizing
debentures both guaranteed by Monsanto Company and borrowed $50
million from Monsanto Company. In January 1992, the proceeds
from the borrowings were used to purchase approximately 3.7
million shares of Monsanto Company common stock from the Company
at the average price of $67 per share. This stock is released
for allocation to participant accounts in accordance with the
terms of the Plan as interest and principal on the borrowings
are paid. In 1993, 211,156 shares with a fair market of $14.2
million were released for allocation to participant accounts.
At December 31, 1993, 3,300,175 shares were unallocated.
The Plan obtains funds to repay the ESOP borrowings primarily
through Company contributions and dividends paid on unallocated
Monsanto Company common stock. Of the total debt outstanding,
$80 million of amortizing notes bear a fixed interest rate of
7.09% per annum and mature in 2000, $100 million of amortizing
notes bear a fixed interest rate of 8.13% per annum and mature
in 2006. In addition, the $50 million promissory note to
Monsanto Company bears a fixed interest rate of 7% per annum and
matures in 2021, but can be paid sooner. Interest on the ESOP
borrowing is payable semiannually on June 15 and December 15.
Maturities on the debt are $10 million annually for the period
1994-1996 and $12 million for the period 1997-1998. The
estimated December 31, 1993, fair value of the ESOP borrowings
was $245 million. Fair values are based on quoted market prices
and estimates obtained from brokers. The fair value estimates
are not necessarily indicative of values the Plan could realize
in the market.
Active participants who are at least age 55 and are
fully vested may elect to have part of the employer
portion of the Monsanto Common Stock Fund sold and
the proceeds invested in the fixed income, equity or
balanced fund. Each year, participants between ages
55 and 60 may transfer the sale proceeds of up to 25%
of the number of shares in their employer portion of
the Monsanto Common Stock Fund (in 5% increments).
Beginning at age 60, participants may transfer up to
50% (in 5% increments) per year.
Most Plan participants can obtain loans from their accounts. A
participant can borrow up to 100% of his fixed income and 85% of
his equity, balanced, and employee stock accounts up to the
legal limit of 50% of the total vested balance (including
Monsanto Company common stock), but not more than $50,000 minus
the excess of the participant's highest outstanding loan balance
during the last 12 months over the participant's outstanding
loan balance on the date the loan is made. In no event may
required repayments of principal and interest exceed 20% of the
participant's base pay during the repayment period. The minimum
loan is $1,000.
Participants may change the amounts of their contributions and
transfer their contributions among the fixed income, equity, and
balanced funds and the employee portion of the Monsanto Common
Stock Fund. Employer contributions vest and become non-
forfeitable at the rate of 20% per year of service, such that
employer contributions are 100% vested after five years of
service.
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3. Information Regarding Tax Status
--------------------------------
The Employer has received determination letters from the
Internal Revenue Service to the effect that the Plan is
qualified for federal income tax purposes under Section 401(a)
of the Internal Revenue Code.
4. Priorities Upon Termination of the Plan
---------------------------------------
If the Plan is terminated, all participants' account balances
will immediately be fully vested and all participants would then
be entitled to a full distribution of their account balances as
more fully described and set forth in the Plan document.
5. Funding Policy
--------------
Employee contributions and applicable matching Employer
contribution amounts, as described in Note 2, are paid monthly
to the Plan trustee.
6. Party-in-Interest Investments and Transactions
----------------------------------------------
There were no prohibited party-in-interest transactions during
the Plan year ended December 31, 1993.
7. Rollover from Chevron
---------------------
In May 1993, Monsanto Company purchased the assets of the Ortho
Consumer Products Division of Chevron Chemical Co. As part of
the acquisition, Chevron employees retained by Monsanto were
able to rollover their account balances from the Chevron 401(k)
plans to the Plan. These rollovers were exempt from federal
income taxes under Section 501(a) of the Internal Revenue Code.
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Schedule 1
MONSANTO COMPANY SAVINGS AND INVESTMENT PLAN
Item 27a - ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1993
(Filed Under Cover of Form SE June 29, 1994)
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Schedule 2
MONSANTO COMPANY SAVINGS AND INVESTMENT PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT ACQUIRED
AND DISPOSED OF WITHIN THE PLAN YEAR
DECEMBER 31, 1993
(Filed Under Cover of Form SE June 29, 1994)
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Schedule 5
MONSANTO COMPANY SAVINGS AND INVESTMENT PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
(Filed Under Cover of Form SE June 29, 1994)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
MONSANTO COMPANY
SAVINGS AND INVESTMENT PLAN
By: BARRY BLITSTEIN
--------------------------
Barry Blitstein, Chairman
Monsanto Company Employee
Benefits Plans Committee
June 27, 1994
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EXHIBIT
CONSENT OF INDEPENDENT AUDITORS
MONSANTO COMPANY:
We consent to the incorporation by reference in Monsanto Company's
Registration Statement on Form S-8 (No. 33-39707) of our report dated June
27, 1994, appearing in this annual report on Form 11-K of the Monsanto
Company Savings and Investment Plan for the year ended December 31, 1993.
DELOITTE & TOUCHE
Deloitte & Touche
St. Louis, Missouri
June 27, 1994
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EXHIBIT INDEX
(SUPPLEMENTAL SCHEDULES)
The following Supplemental Schedules were filed under cover of Form SE on
June 29, 1994
1. Schedule 1: Item 27a - Assets Held for Investment - December 31, 1993
2. Schedule 2: Item 27a - Schedule of Assets Held for Investment Acquired
and Disposed of Within the Plan Year
3. Schedule 5: Item 27d - Schedule of Reportable Transactions - For the
Year Ended December 31, 1993
