Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 833K
3: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 57K
2: EX-12 Statement re: Computation of Ratios HTML 50K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
6: EX-32 Certification -- §906 - SOA'02 HTML 28K
91: R1 Document and Entity Information HTML 51K
60: R2 Statements of Consolidated Operations (Unaudited) HTML 184K
56: R3 Statements of Consolidated Comprehensive Income HTML 105K
(Loss) (Unaudited)
17: R4 Statements of Consolidated Comprehensive Income HTML 46K
(Loss) (Parenthetical)
58: R5 Statements of Consolidated Financial Position HTML 184K
(Unaudited)
40: R6 Statements of Consolidated Financial Position HTML 46K
(Parenthetical) (Unaudited)
80: R7 Statements of Consolidated Cash Flows (Unaudited) HTML 186K
41: R8 Statements of Consolidated Shareholders Equity HTML 86K
(Unaudited)
44: R9 Statements of Consolidated Shareholders Equity HTML 29K
(Parenthetical) (Unaudited)
18: R10 Background and Basis of Presentation HTML 39K
42: R11 New Accounting Standards HTML 40K
79: R12 Business Combinations HTML 53K
73: R13 Customer Financing Programs HTML 69K
57: R14 Variable Interest Entities HTML 58K
87: R15 Restructuring HTML 52K
77: R16 Receivables HTML 46K
15: R17 Inventory HTML 41K
22: R18 Goodwill and Other Intangible Assets HTML 96K
86: R19 Investments and Equity Affiliates HTML 41K
90: R20 Deferred Revenue HTML 40K
92: R21 Income Taxes HTML 32K
89: R22 Debt and Other Credit Arrangements HTML 34K
65: R23 Fair Value Measurements HTML 199K
19: R24 Financial Instruments HTML 240K
38: R25 Postretirement Benefits - Pensions, Health Care HTML 123K
and Other
27: R26 Stock Based Compensation Plans Stock Based HTML 73K
Compensation Plans
26: R27 Accumulated Other Comprehensive Loss HTML 42K
46: R28 Earnings Per Share HTML 45K
64: R29 Supplemental Cash Flow Information HTML 35K
75: R30 Commitments and Contingencies HTML 42K
32: R31 Segment and Geographic Data HTML 147K
47: R32 Subsequent Events HTML 31K
83: R33 Business Combinations (Tables) HTML 36K
29: R34 Customer Financing Programs (Tables) HTML 60K
71: R35 Variable Interest Entities (Tables) HTML 54K
72: R36 Restructuring (Tables) HTML 47K
49: R37 Receivables (Tables) HTML 37K
25: R38 Inventory (Tables) HTML 39K
70: R39 Goodwill and Other Intangible Assets (Tables) HTML 93K
30: R40 Fair Value Measurements (Tables) HTML 180K
45: R41 Financial Instruments (Tables) HTML 222K
76: R42 Postretirement Benefits - Pensions, Health Care HTML 114K
and Other (Tables)
36: R43 Stock Based Compensation Plans (Tables) HTML 71K
66: R44 Accumulated Other Comprehensive Loss (Tables) HTML 38K
55: R45 Earnings Per Share (Tables) HTML 44K
28: R46 Supplemental Cash Flow Information Supplemental HTML 33K
Cash Flow Information (Tables)
82: R47 Segment and Geographic Data (Tables) HTML 143K
23: R48 Background and Basis of Presentation Background HTML 27K
and Basis of Presentation (Details)
31: R49 Business Combinations (Details) HTML 72K
54: R50 Customer Financing Programs (Details) HTML 52K
61: R51 VARIABLE INTEREST ENTITIES Narrative (Details) HTML 31K
81: R52 VARIABLE INTEREST ENTITIES VARIABLE INTEREST HTML 51K
ENTITIES Schedules (Details)
16: R53 VARIABLE INTEREST ENTITIES Business Acquisitions HTML 28K
(Details)
68: R54 Restructuring (Details) HTML 40K
51: R55 Receivables (Details) HTML 48K
21: R56 Inventory (Details) HTML 42K
24: R57 GOODWILL AND OTHER INTANGIBLE ASSETS Schedule of HTML 41K
net carrying amount of goodwill (Details)
59: R58 GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL AND HTML 58K
OTHER INTANGIBLE ASSETS Information of other
intangible assets (Details)
85: R59 GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL AND HTML 37K
OTHER INTANGIBLE ASSETS Schedule of estimated
amortization expense (Details)
94: R60 INVESTMENTS AND EQUITY AFFILIATES Investments HTML 51K
(Details)
93: R61 INVESTMENTS AND EQUITY AFFILIATES Investments AND HTML 40K
EQUITY AFFILIATES Equity Affiliates (Details)
74: R62 Deferred Revenue (Details) HTML 60K
35: R63 Income Taxes (Details) HTML 29K
33: R64 Debt and Other Credit Arrangements (Details) HTML 43K
69: R65 FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS HTML 90K
Fair Value Hierarchy Levels (Details)
84: R66 FAIR VALUE MEASUREMENTS Summary of the Change in HTML 33K
Level 3 Liability (Details)
20: R67 FINANCIAL INSTRUMENTS Narrative (Details) HTML 40K
88: R68 FINANCIAL INSTRUMENTS FINANCIAL INSTRUMENTS HTML 34K
Notional Amounts of Derivative Instruments
Outstanding (Details)
37: R69 FINANCIAL INSTRUMENTS FINANCIAL INSTRUMENTS Fair HTML 55K
Value of Derivatives Outstanding (Details)
50: R70 FINANCIAL INSTRUMENTS FINANCIAL INSTRUMENTS Gain HTML 88K
(Loss) from Derivatives (Details)
48: R71 Postretirement Benefits - Pensions, Health Care HTML 77K
and Other (Details)
34: R72 STOCK BASED COMPENSATION PLANS Schedule of HTML 41K
Stock-based Compensation Expense (Details)
43: R73 STOCK BASED COMPENSATION PLANS STOCK BASED HTML 43K
COMPENSATION PLANS Restricted Stock (Details)
78: R74 Accumulated Other Comprehensive Loss (Details) HTML 54K
63: R75 Earnings Per Share (Details) HTML 43K
13: R76 Supplemental Cash Flow Information (Details) HTML 32K
67: R77 Commitments and Contingencies (Details) HTML 36K
14: R78 Segment and Geographic Data (Details) HTML 85K
62: R79 SUBSEQUENT EVENTS Subsequent Events (Details) HTML 33K
53: XML IDEA XML File -- Filing Summary XML 141K
52: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 2.19M
7: EX-101.INS XBRL Instance -- mon-20130531 XML 3.67M
9: EX-101.CAL XBRL Calculations -- mon-20130531_cal XML 277K
10: EX-101.DEF XBRL Definitions -- mon-20130531_def XML 624K
11: EX-101.LAB XBRL Labels -- mon-20130531_lab XML 1.92M
12: EX-101.PRE XBRL Presentations -- mon-20130531_pre XML 993K
8: EX-101.SCH XBRL Schema -- mon-20130531 XSD 223K
39: ZIP XBRL Zipped Folder -- 0001110783-13-000110-xbrl Zip 296K
‘EX-3.1’ — Articles of Incorporation/Organization or Bylaws
Monsanto Company, a corporation organized and existing under the laws of the State of Delaware, does hereby certify:
1. The
name of the corporation is Monsanto Company. Monsanto Company was originally incorporated under the name “Monsanto Ag Company”, and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on February 9, 2000.
2. This Restated Certificate of Incorporation only restates and integrates and does not further amend the provisions of Monsanto Company's Certificate of Incorporation as theretofore amended or supplemented and there is no discrepancy between the provisions of the Certificate
of Incorporation as theretofore amended and supplemented and the provisions of this Restated Certificate. This Restated Certificate of Incorporation (the “Certificate of Incorporation”) was duly adopted in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware.
3. The text of the Certificate of Incorporation is hereby restated and integrated to read in its entirety as follows:
ARTICLE I
The name of the corporation (which is hereinafter referred to as the “Corporation”)
is: Monsanto Company
ARTICLE II
The address of the Corporation's registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware19808, County of New Castle. The name of the Corporation's registered agent at such address is Corporation Service Company.
ARTICLE III
The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State
of Delaware.
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ARTICLE IV
Section 1. The Corporation shall be authorized to issue 1,520,000,000 shares of capital stock, of which 1,500,000,000 shares shall be shares of Common Stock, $0.01 par value (“Common Stock”), and 20,000,000 shares shall be shares of Preferred Stock, $0.01 par value (“Preferred Stock”).
Section 2. Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board”) is hereby authorized to fix by resolution or resolutions the voting
powers, if any, designations, powers, preferences and the relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, of any unissued series of Preferred Stock; and to fix the number of shares constituting such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding). The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.
Section 3. Except as otherwise provided by law or by this Certificate of Incorporation (including any certificate
filed with the Secretary of State of the State of Delaware establishing the terms of a series of Preferred Stock in accordance with Section 2 of this Article IV), the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of Common Stock shall entitle the holder thereof to one vote on all matters on which stockholders are entitled generally to vote, and the holders of Common Stock shall vote together as a single class.
ARTICLE V
Section 1. In anticipation of the possibility (i) that the Corporation will not be a wholly-owned subsidiary of Pharmacia Corporation and that Pharmacia Corporation may be a majority or significant stockholder of the Corporation, (ii) that the officers and/or directors of the Corporation may also serve as officers and/or directors of Pharmacia
Corporation, (iii) that the Corporation and Pharmacia Corporation may engage in the same or similar activities or lines of business and have an interest in the same classes or categories of corporate opportunities, and (iv) in recognition of the benefits to be derived by the Corporation through its continued contractual, corporate and business relations with Pharmacia Corporation (including possible service of officers and/or directors of Pharmacia Corporation as officers and directors of the Corporation), the provisions of this Article are set forth to regulate and shall, to the fullest extent permitted by law, define the conduct of the Corporation with respect to certain classes or categories of business opportunities that are presented to the Corporation as they may involve Pharmacia Corporation and its officers and directors, and the powers, rights, duties and liabilities of the Corporation and its officers, directors and stockholders in connection therewith.
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Section
2. Except as may be otherwise provided in a written agreement between the Corporation and Pharmacia Corporation, Pharmacia Corporation shall have no duty to refrain from engaging in a corporate opportunity in the same or similar activities or lines of business as the Corporation (and all corporations, partnerships, joint ventures, associations and other entities in which the Corporation beneficially owns directly or indirectly 50 percent or more of the outstanding voting stock, voting power, partnership interests or similar voting interests) engages in or proposes to engage in at the time of the initial public offering of the Corporation's Common Stock (and the Corporation hereby renounces any interest or expectancy, or in being offered any opportunity to participate in such business opportunities as may arise in which both the Corporation and Pharmacia Corporation may have an interest), and, to the fullest extent permitted
by law, neither Pharmacia Corporation nor any officer or director thereof (except as provided in Section 3 of this Article V) shall be liable to the Corporation or its stockholders for breach of any fiduciary duty by reason of any such activities of Pharmacia Corporation. In the event that Pharmacia Corporation acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both Pharmacia Corporation and the Corporation, Pharmacia Corporation shall, to the fullest extent permitted by law, have no duty to communicate or offer such corporate opportunity to the Corporation and shall, to the fullest extent permitted by law, not be liable to the Corporation or its stockholders for breach of any fiduciary duty as a stockholder of the Corporation by reason of the fact that Pharmacia Corporation pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person, or does not communicate information
regarding such corporate opportunity to the Corporation.
Section 3. In the event that a director or officer of the Corporation who is also a director or officer of Pharmacia Corporation acquires knowledge of a potential transaction or matter which may be a corporate opportunity (as referenced above in Section 2) for both the Corporation and Pharmacia Corporation, such director or officer of the Corporation shall, to the fullest extent permitted by law, have fully satisfied and fulfilled the fiduciary duty of such director or officer to the Corporation and its stockholders with respect to such corporate opportunity, if such director or officer acts in a manner consistent with the following policy:
(a)
a
corporate opportunity (as referenced above in Section 2) offered to any person who is an officer of the Corporation, and who is also a director but not an officer of Pharmacia Corporation, shall belong to the Corporation;
(b)
a corporate opportunity (as referenced above in Section 2) offered to any person who is a director but not an officer of the Corporation, and who is also a director or officer of Pharmacia Corporation shall belong to the Corporation if such opportunity is expressly offered to such person in his or her capacity as a director of the Corporation, and otherwise shall belong to Pharmacia Corporation; and
(c)
a corporate opportunity (as referenced above in Section 2) offered to any person who is an officer of both the Corporation and Pharmacia Corporation shall belong to the Corporation if such opportunity is expressly offered to such person in his or her capacity as an officer of the Corporation and otherwise shall belong to Pharmacia Corporation.
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Section 4. Any person purchasing or otherwise acquiring any interest in shares of the capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article V.
Section 5. For purposes of this Article V only:
(a) A director of the Corporation who is Chairman of the Board or of a committee thereof shall not be deemed to be an officer of the Corporation by reason of holding such position (without regard to whether such position is deemed an office of the Corporation under the Amended and Restated By-Laws (the “By-Laws”) of the Corporation), unless such person is a full-time employee of the Corporation; and
(b) The term “Pharmacia Corporation” shall mean Pharmacia Corporation, a Delaware corporation (and any successor thereof) and all corporations, partnerships,
joint ventures, associations and other entities (other than the Corporation (and all corporations, partnerships, joint ventures, associations and other entities in which the Corporation beneficially owns directly or indirectly 50 percent or more of the outstanding voting stock, voting power, partnership interests or similar voting interests)) in which Pharmacia Corporation beneficially owns (directly or indirectly) 50 percent or more of the outstanding voting stock, voting power, partnership interests or similar voting interests.
Section 6. Anything in this Certificate of Incorporation to the contrary notwithstanding, the foregoing provisions of this Article V shall terminate, expire and have no further force and effect on the date that (i) Pharmacia Corporation ceases to beneficially own
shares of common stock representing at least 20 percent of the total voting power of all classes of outstanding capital stock of the Corporation entitled to vote in the election of directors and (ii) no person who is a director or officer of the Corporation is also a director or officer of Pharmacia Corporation. Neither the alteration, amendment, termination, expiration or repeal of this Article V nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article V shall eliminate or reduce the effect of this Article V in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article V, would accrue or arise, prior to such alteration, amendment, termination, expiration, repeal or adoption.
ARTICLE VI
Section
1. Subject to the rights of the holders of any outstanding series of Preferred Stock or any other series or class of stock as set forth in this Certificate of Incorporation to elect additional directors under specified circumstances, the number of directors of the Corporation shall be fixed, and may be increased or decreased from time to time, by resolution of the Board.
Section 2. Unless and except to the extent that the By‑Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.
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Section
3. The directors, other than those who may be elected by the holders of any outstanding series of Preferred Stock, shall, until the annual meeting of stockholders to be held in 2016, be classified with respect to the time for which they severally hold office into three classes, as nearly their equal in number as possible. The term of office for the class of directors elected at the annual meeting of stockholders held in 2011 shall expire at the annual meeting of stockholders to be held in 2014, the term of office for the class of directors elected at the annual meeting of stockholders held in 2012 shall expire at the annual meeting of the stockholders to be held in 2015, and the term of office for the class of directors elected at the annual meeting of stockholders held in 2013 shall expire at the annual meeting of stockholders to be held in 2016, with the members of each class to hold office until their successors are elected and qualified. Commencing at the annual
meeting of stockholders to be held in 2014, directors succeeding those whose terms are then expired shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the year following the year of their election and until their successors are elected and qualified. Commencing with the annual meeting of the stockholders of the Corporation to be held in 2016, the classification of the directors shall terminate and all directors shall be of one class and shall serve until the next annual meeting of stockholders or until their earlier death, resignation, removal or disqualification.
Section 4. Except as provided in the subsequent sentence and subject to the rights of the holders of any outstanding series of Preferred Stock or any other series or class of stock as set forth in or pursuant to this Certificate
of Incorporation to elect additional directors under specified circumstances, any director or the entire Board may be removed from office at any time with or without cause, but only by the affirmative vote of the holders of at least 70 percent of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. Notwithstanding the immediately preceding sentence, until the annual meeting of the stockholders of the Corporation to be held in 2016, a director may be removed from office only for cause and only by the affirmative vote of the holders of at least 70 percent of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, subject to the rights of the holders of any outstanding series of Preferred Stock or any other series or class of stock as set
forth in or pursuant to this Certificate of Incorporation to elect additional directors under specified circumstances. Notwithstanding anything in this Certificate of Incorporation to the contrary and in addition to any other vote required by law, the affirmative vote of the holders of at least 70 percent of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, repeal or adopt any provision inconsistent with this Article VI.
Section 5. Subject to the rights, if any, of the holders of any outstanding series of Preferred Stock, newly created
directorships resulting from any increase in the authorized
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number of directors or any vacancies in the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board. Any director so chosen shall hold office until his or her successor shall be elected and qualified and, if the Board at such time is classified, until the next election of the class for which such directors shall have been chosen. No decrease in the number of directors shall shorten the term of any incumbent director.
ARTICLE
VII
In furtherance and not in limitation of the powers conferred by law, the Board is expressly authorized and empowered to adopt, amend, alter and repeal the By‑Laws of the Corporation at any regular or special meeting of the Board or by written consent, subject to the power of the stockholders of the Corporation to adopt, amend, alter or repeal any By‑Laws; provided, however, that with respect to the powers of the stockholders to adopt, amend, alter and repeal By‑Laws, notwithstanding any other provision of this Certificate
of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any outstanding series of Preferred Stock required by law or by this Certificate of Incorporation (including any certificate filed with the Secretary of State of the State of Delaware establishing the terms of a series of Preferred Stock in accordance with Section 2 of Article IV), the affirmative vote of the holders of at least 70 percent of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for stockholders to adopt, amend or repeal any provision of the By‑Laws. Notwithstanding anything contained
in this Certificate of Incorporation to the contrary and in addition to any other vote required by law, the affirmative vote of the holders of at least 70 percent of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, repeal or adopt any provision inconsistent with the preceding sentence.
ARTICLE VIII
The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be
added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.
ARTICLE IX
A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended.
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Any
amendment, repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such amendment, repeal or modification.
ARTICLE X
Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted; provided, however, that after the first date on which Pharmacia
Corporation and its affiliates cease to beneficially own the Pharmacia Required Percentage, any action required or permitted to be taken by stockholders may be effected only at a duly called annual or special meeting of stockholders and may not be effected by a written consent or consents by stockholders in lieu of such a meeting. Notwithstanding anything in this Certificate of Incorporation to the contrary and in addition to any other vote required by law, the affirmative vote of the holders of at least 70 percent of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, repeal or adopt any provision inconsistent with this Article X.
ARTICLE XI
The Corporation
elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware until the first date on which Pharmacia Corporation and its affiliates cease to beneficially own 15 percent or more of the total voting power of the outstanding shares of all classes of capital stock entitled to vote generally in the election of directors, at which time Section 203 of the General Corporation Law of the State of Delaware shall apply to the Corporation.
IN WITNESS WHEREOF, Monsanto Company has caused this Restated Certificate of Incorporation to be executed by David F. Snively, its Executive Vice President, Secretary and General Counsel, this 16th
day of April, 2013.