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Pharmacia Corp/DE · 10-K · For 12/31/93

Filed On 3/15/94   ·   SEC File 1-02516   ·   Accession Number 950114-94-43

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  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 3/15/94  Pharmacia Corp/DE                 10-K       12/31/93    7:107                                    950114

Annual Report   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        1993 Form 10-K                                        30    192K 
 2: EX-13       Annual Report to Security Holders                     55±   240K 
 3: EX-21       Subsidiaries of the Registrant                         1      8K 
 4: EX-23       Consents                                               1      7K 
 5: EX-24.1     Powers of Attorney                                    18     73K 
 6: EX-24.2     Board Resolution                                       1      8K 
 7: EX-99.1     Computation of Ratios                                  1      9K 


10-K   ·   1993 Form 10-K
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page
2Item 1. Business
"Industry Segments; Principal Products
5NutraSweet
10Item 2. Properties
11Item 3. Legal Proceedings
"Item 4. Submission of Matters to a Vote of Security Holders
12Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
"Item 6. Selected Financial Data
"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation
"Item 8. Financial Statements and Supplementary Data
"Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
"None
13Item 10. Directors and Executive Officers of the Registrant
14Item 11. Executive Compensation
"Item 12. Security Ownership of Certain Beneficial Owners and Management
"Item 13. Certain Relationships and Related Transactions
15Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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1 9 9 3 =============================================================================== FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993 ----------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-2516 ------ MONSANTO COMPANY ---------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 43-0420020 -------- ---------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 800 NORTH LINDBERGH BLVD., ST. LOUIS, MO. 63167 ----------------------------------------- ----- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (314) 694-1000 -------------- · Download Table SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- --------------------- COMMON STOCK $2 PAR VALUE NEW YORK STOCK EXCHANGE PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO ---- ---- INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [X] STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NONAFFILIATES OF THE REGISTRANT: APPROXIMATELY $9.1 BILLION AS OF THE CLOSE OF BUSINESS ON FEBRUARY 28, 1994. INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE: 118,614,871 SHARES OF COMMON STOCK, $2 PAR VALUE, OUTSTANDING AT FEBRUARY 28, 1994. DOCUMENTS INCORPORATED BY REFERENCE 1. PORTIONS OF MONSANTO COMPANY ANNUAL REPORT TO SECURITY HOLDERS FOR THE YEAR ENDED DECEMBER 31, 1993. (PARTS I AND II OF FORM 10-K.) 2. PORTIONS OF MONSANTO COMPANY NOTICE OF ANNUAL MEETING AND PROXY STATEMENT DATED MARCH 14, 1994. (PART III OF FORM 10-K.) ===============================================================================
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PART I ITEM 1. BUSINESS. Monsanto Company and its subsidiaries are engaged in the worldwide manufacture and sale of a widely diversified line of agricultural products; chemical products, including plastics and manufactured fibers; pharmaceuticals; and food products, including low-calorie sweeteners. Monsanto Company was incorporated in 1933 under Delaware law and is the successor to a Missouri corporation, Monsanto Chemical Works, organized in 1901. Unless otherwise indicated by the context, "Monsanto" means Monsanto Company and consolidated subsidiaries, and the "Company" means Monsanto Company only. RECENT DEVELOPMENTS In May, 1993, Monsanto purchased the assets, including working capital, of the Ortho Consumer Products Division of Chevron Chemical Company. See "Principal Acquisitions and Divestitures" on page 44 of the 1993 Annual Report. INDUSTRY SEGMENTS; PRINCIPAL PRODUCTS For 1993, Monsanto reported its business under four industry segments: The Agricultural Group, The Chemical Group, Searle, and NutraSweet. The first two segments constitute, respectively, the business of The Agricultural Group and The Chemical Group, both of which are operating units of Monsanto. Searle reflects the consolidated business of G. D. Searle & Co., and NutraSweet reflects the consolidated business of The NutraSweet Company, both of which are wholly owned subsidiaries of the Company. The tabular information appearing under "Operating Unit Segment Data" and "Geographic Data" on pages 27 and 34 of the 1993 Annual Report is incorporated herein by reference. · Enlarge/Download Table The following is a list of principal products categorized by major end-use markets within each industry segment: THE AGRICULTURAL GROUP Major End-Use Manufacturing Major Raw Materials Major End-Use Markets Major Products Products & Applications Locations & Components --------------------- -------------- ----------------------- ------------- ------------------- Agriculture Roundup(R) herbicide Multipurpose, non- Alvin, TX; Antwerp, Belgium; Disodiumiminodiacetate; and other glyphosate- selective agricultural Fayetteville, NC; Luling, Phosphorus Trichloride based herbicides and industrial LA; Sao Jose dos Campos, applications Brazil ---------------------------------------------------------------------------------------------------------- Lasso(R) herbicide and Corn, soybean, peanut Muscatine, IA Chloroacetyl Chloride; other acetanilide-based and milo (sorghum) Diethylaniline herbicides crops ---------------------------------------------------------------------------------------------------------- Avadex(R) BW herbicide; Wheat crops Antwerp, Belgium; Ammonium Thiocyanate; Far-Go(R) herbicide Muscatine, IA Diisopropylamine; Trichloropropane --------------------------------------------------------------------------------------------------------------------------------- Residential Roundup herbicide; Herbicides, Fort Madison, IA Acephate; Chlorpyrifos; applications Ortho(R) lawn-and- insecticides, Diazinon; Glyphosate; garden products fungicides, and Malathion; Triforine fertilizers --------------------------------------------------------------------------------------------------------------------------------- 1
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THE CHEMICAL GROUP Fibers Major End-Use Manufacturing Major Raw Materials Major End-Use Markets Major Products Products & Applications Locations & Components --------------------- -------------- ----------------------- ------------- ------------------- Construction & Home Acrilan(R) acrylic Broadloom carpet Decatur, AL; Greenwood, SC; Acrylonitrile; Ammonia; Furnishings fiber; nylon bulk Pensacola, FL Cyclohexane; Propylene continuous filament; nylon carpet staple --------------------------------------------------------------------------------------------------------------------------------- Personal Products Acrilan acrylic fiber Sweaters; half-hose; Decatur, AL Acrylonitrile active wear --------------------------------------------------------------------------------------------------------------------------------- Vehicles Nylon filament; nylon Tires; molding resins Pensacola, FL Ammonia; Cyclohexane; polymer for auto grilles, Propylene bumpers and gears --------------------------------------------------------------------------------------------------------------------------------- Performance Products Personal Products Detergent builders; Laundry and dish Augusta, GA; Newport, United Benzene; Caustic Soda; industrial phosphates; detergents; water Kingdom; Ruabon, United Phosphorus; Soda Ash dental phosphates conditioners; non-gel Kingdom; St. Louis, MO; Sao toothpaste Jose dos Campos, Brazil; Soda Springs, ID; Trenton, MI --------------------------------------------------------------------------------------------------------------------------------- Chemicals Industrial phosphates; Metal treating, Augusta, GA; Luling, LA; St. Ammonia; Chlorine; phosphoric acid; cleaning and etching; Louis, MO; Sauget, IL; Phosphorus; Soda Ash; phosphorus plant food fertilizers; Trenton, MI Sulphur pentasulfide; oil additives; phosphorus trichloride herbicides --------------------------------------------------------------------------------------------------------------------------------- Capital Equipment Diphenyl oxide; Heat transfer fluids Alvin, TX; Anniston, AL; Benzene; Phenol polyphenyls Newport, United Kingdom ---------------------------------------------------------------------------------------------------------- Water treatment Scale inhibitors; oil Newport, United Kingdom Phosphorus Trichloride chemicals field chemicals --------------------------------------------------------------------------------------------------------------------------------- Food Food additives Bakery; dairy; meat St. Louis, MO; Sao Jose dos Caustic Soda; Lime; Campos, Brazil; Trenton, MI Phosphorus --------------------------------------------------------------------------------------------------------------------------------- Vehicles Hydraulic fluids and Hydraulic fluid for St. Louis, MO Phosphorus Oxychloride lubricants commercial aircraft --------------------------------------------------------------------------------------------------------------------------------- Construction & Home Ammonium polyphosphate Fire retardant coating; Phosphorus Furnishings polymer additives --------------------------------------------------------------------------------------------------------------------------------- Plastics Personal Products Centrex(R) polymers; Toys; boats; tools; Addyston, OH; Antwerp, Acrylonitrile; Butadiene; Lustran(R) ABS and SAN housewares; consumer Belgium; LaSalle, Quebec, Maleic Anhydride; Nylon thermoplastics; electronics; business Canada; Muscatine, IA; Salt; Styrene Triax(R) thermoplastic machines; cosmetic Pensacola, FL alloys; Vydyne(R) nylon packaging; personal molding resins care items; spas and hot tubs; food processing; medical appliances --------------------------------------------------------------------------------------------------------------------------------- Vehicles Lustran ABS and SAN Automotive interior and Addyston, OH; Antwerp, Acrylonitrile; Butadiene; thermoplastics; Vydyne exterior molded parts; Belgium; LaSalle, Quebec, Maleic Anhydride; Nylon nylon molding resins; under-the-hood Canada; Muscatine, IA; Salt; Styrene Cadon(R) applications; Pensacola, FL thermoplastics; Triax automotive aftermarket; thermoplastic alloys; transportation Centrex polymers --------------------------------------------------------------------------------------------------------------------------------- Construction & Home Lustran ABS Drain pipe; Addyston, OH; Antwerp, Acrylonitrile; Butadiene; Furnishings thermoplastics; Triax refrigeration; Belgium; LaSalle, Quebec, Maleic Anhydride; Styrene thermoplastic alloys telecommunications Canada; Muscatine, IA --------------------------------------------------------------------------------------------------------------------------------- 2
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THE CHEMICAL GROUP (CONT'D) Resins Major End-Use Manufacturing Major Raw Materials Major End-Use Markets Major Products Products & Applications Locations & Components --------------------- -------------- ----------------------- ------------- ------------------- Vehicles Saflex(R) plastic Windshields Ghent, Belgium; Indian Butyraldehyde; Ethanol; interlayer Orchard, MA; Sao Jose dos Polyvinyl Alcohol; Vinyl Campos, Brazil; Trenton, MI Acetate Monomer ---------------------------------------------------------------------------------------------------------- Specialty resins; Automotive coatings and Addyston, OH; Antwerp, Butanol; Chlorine; polymer modifiers sealants Belgium; Bridgeport, NJ; Formaldehyde; Melamine; Indian Orchard, MA; LaSalle, Methanol; Phthalic Quebec, Canada Anhydride; Toluene --------------------------------------------------------------------------------------------------------------------------------- Construction & Home Saflex plastic Architectural glass Ghent, Belgium; Indian Butyraldehyde; Ethanol; Furnishings interlayer Orchard, MA; Sao Jose dos Polyvinyl Alcohol; Vinyl Campos, Brazil; Trenton, MI Acetate Monomer ---------------------------------------------------------------------------------------------------------- Specialty resins Coatings and adhesives Addyston, OH; Alvin, TX; Acrylate Esters; Butanol; Indian Orchard, MA; LaSalle, Formaldehyde; Melamine; Quebec, Canada; Trenton, MI Methanol; Vinyl Acetate Monomer ---------------------------------------------------------------------------------------------------------- Polymer modifiers Vinyl flooring; caulks Antwerp, Belgium; Butanol; Chlorine; and sealants; Bridgeport, NJ; LaSalle, 2-Ethylhexanol; Phenol; adhesives; coatings; Quebec, Canada Phthalic Anhydride; Toluene wall covering; vinyl upholstery; insulation; furniture --------------------------------------------------------------------------------------------------------------------------------- Personal Products Polymer modifiers Packaging Antwerp, Belgium; Butanol; Chlorine; Phthalic Bridgeport, NJ; LaSalle, Anhydride; Toluene Quebec, Canada --------------------------------------------------------------------------------------------------------------------------------- Other A variety of resin Electronics; paper; Addyston, OH; Indian Acrylate Esters; products graphics; coatings; Orchard, MA; LaSalle, Butyraldehyde; Ethanol; medical devices; Quebec, Canada Formaldehyde; Maleic packaging; solvents Anhydride; Melamine; Methanol; Vinyl Acetate Monomer --------------------------------------------------------------------------------------------------------------------------------- Rubber and Process Chemicals Vehicles Santocure(R) CBS, Tires; tubes; belts; Antwerp, Belgium; Newport, Aniline; Carbon Disulfide; Santocure MOR, hoses; retreads; mats United Kingdom; Nitro, WV; Para-Nitrochlorobenzene; Santocure NS, Ruabon, United Kingdom; Tertiary-Butylamine Santocure TBSI, Sauget, IL Santoflex(R) 13, Santogard(R) PVI rubber processing chemicals (accelerators and antidegradants) --------------------------------------------------------------------------------------------------------------------------------- Construction & Home Flectol(R), Roofing; flooring; Antwerp, Belgium; Newport, Aniline; Carbon Disulfide; Furnishings Santocure CBS, tape; industrial hose United Kingdom; Nitro, WV; Tertiary-Butylamine Santocure MOR, Ruabon, United Kingdom; Santocure NS, Sauget, IL Santocure TBSI rubber processing chemicals (antioxidants and accelerators) --------------------------------------------------------------------------------------------------------------------------------- Chemicals Nitrochlorobenzene Dyes; pigments; rubber Anniston, AL; Newport, Benzene; Caustic Soda; derivatives; Sodium MBT preservatives; United Kingdom; Nitro, WV; Chlorine engineering Sauget, IL thermoplastics; pesticides; antifreeze; water treatment --------------------------------------------------------------------------------------------------------------------------------- 3
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THE CHEMICAL GROUP (CONT'D) Rubber and Process Chemicals (Cont'd) Major End-Use Manufacturing Major Raw Materials Major End-Use Markets Major Products Products & Applications Locations & Components --------------------- -------------- ----------------------- ------------- ------------------- Other Monochlorobenzene; Pesticides Anniston, AL; Sauget, IL Benzene; Caustic Soda; Nitrochlorobenzene Chlorine derivatives --------------------------------------------------------------------------------------------------------------------------------- Engineered Products Capital Equipment Sulfuric acid and Process plants On-Site Construction Various Construction process plants (design Components and construction); air emission control systems --------------------------------------------------------------------------------------------------------------------------------- Construction & Home Doormats Doormats Ghent, Belgium; Polyethylene Furnishings St. Louis, MO --------------------------------------------------------------------------------------------------------------------------------- SEARLE Pharmaceuticals Maxaquin(R) Anti-infective Augusta, GA; Caguas, Puerto Trifluoroaniline (Lomefloxacin HCl) Rico; Evreux, France ---------------------------------------------------------------------------------------------------------- Daypro(R) (Oxaprozin); Anti-inflammatory Augusta, GA; Caguas,Puerto Benzoin; Arthrotec(R) Rico; Morpeth, United Misoprostol/Diclofenac (Misoprostol/Diclofenac) Kingdom ---------------------------------------------------------------------------------------------------------- Aldactone(R) Cardiovascular Augusta, GA; Caguas, Puerto Androstenedione/ (Spironolactone); Rico; Evreux, France; Hydrochlorothiazide; Aldactazide(R) Morpeth, United Kingdom Verapamil HCl (Spironolactone/ Hydrochlorothiazide); Calan(R) formulations (Verapamil HCl) ---------------------------------------------------------------------------------------------------------- Oral contraceptives Fertility control Caguas, Puerto Rico; Delta 4 (19-Norandro- Morpeth, United Kingdom stenedione) ---------------------------------------------------------------------------------------------------------- Cytotec(R) Gastrointestinal Caguas, Puerto Rico; Coapa, Norprostol (Misoprostol) Mexico; Morpeth, United Kingdom ---------------------------------------------------------------------------------------------------------- Ambien(R) (Zolpidem Central nervous system Caguas, Puerto Rico Zolpidem Tartrate) --------------------------------------------------------------------------------------------------------------------------------- Food (ex-U.S. only) Canderel(R) tabletop Low-calorie tabletop Evreux, France; Morpeth, Aspartame sweetener; Equal(R) sweetener United Kingdom tabletop sweetener --------------------------------------------------------------------------------------------------------------------------------- NUTRASWEET Food NutraSweet(R) brand High-intensity Augusta, GA; Harbor Beach, Aspartic Acid; sweetener sweetener available MI; University Park, IL L-Phenylalanine primarily in beverages, dessert products and tabletop sweeteners ---------------------------------------------------------------------------------------------------------- Equal tabletop Low-calorie tabletop Manteno, IL Aspartame sweetener; sweeteners NutraSweet(R) Spoonful(TM) tabletop sweetener ---------------------------------------------------------------------------------------------------------- Simplesse(R) all All natural fat Whey protein concentrate natural fat substitute substitute for use primarily in dairy products ---------------------------------------------------------------------------------------------------------------------------------
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SALE OF PRODUCTS Monsanto's products are sold directly to customers in various industries, to wholesalers and other distributors and jobbers, to retailers and to the ultimate consumer, principally by its own sales force, or, in some cases, through third parties. With respect to pharmaceuticals, such sales force concentrates on detailing to physicians and managed health care providers. As indicated on page 35 of the 1993 Annual Report, Monsanto's net income is historically higher during the first half of the year, primarily because of the concentration of generally more profitable sales of The Agricultural Group during that part of the year. Monsanto's marketing and distribution practices do not result in unusual working capital requirements on a consolidated basis, although the seasonality of sales of The Agricultural Group segment sometimes results in short-term borrowings to finance the customer accounts receivable and inventories. Inventories of finished goods, goods in process and raw materials are maintained to meet customer requirements and Monsanto's scheduled production. In general, Monsanto does not manufacture its products against a backlog of firm orders; production is geared primarily to the level of incoming orders and to projections of future demand. Monsanto generally is not dependent upon one or a group of customers. The NutraSweet segment, however, makes a majority of its sales to a few companies for use in carbonated soft drinks. Monsanto has no material contracts with the government of the United States or any state, local or foreign government. However, pursuant to contracts executed under U.S. federal and state laws, Monsanto's Searle segment pays rebates to state governments for pharmaceuticals sold under state Medicaid programs and under state-funded programs for the indigent. The Searle segment also grants discounts to certain managed health care providers. Introduction of new products by The Agricultural Group, Searle and NutraSweet segments is typically subject to prior review and approval by the U.S. Food & Drug Administration, the U.S. Environmental Protection Agency and/or the U.S. Department of Agriculture (or comparable agencies of ex-U.S. governments) before they can be sold. Such reviews are often time-consuming and costly. These agencies also have continuing jurisdiction over many existing products of these segments. RAW MATERIALS AND ENERGY RESOURCES Monsanto is both a producer and significant purchaser of a wide spectrum of its basic and intermediate raw material requirements. Major requirements for key raw materials and fuels are typically purchased pursuant to long-term contracts. Monsanto is not dependent on any one supplier for a material amount of its raw materials or fuel requirements, but certain important raw materials are obtained from a few major suppliers. In general, where Monsanto has limited sources of raw materials, it has developed contingency plans to minimize the effect of any interruption or reduction in supply. Information with respect to specific raw materials is set forth in the table above under "Industry Segments; Principal Products." While temporary shortages of raw materials and fuels may occasionally occur, these items are sufficiently available to cover current and projected requirements. However, their continuing availability and price are subject to unscheduled plant interruptions occurring during periods of high demand, or due to domestic and world market and political conditions, as well as to the direct or indirect effect of U.S. and other countries' government regulations. The impact of any future raw material and energy shortages on Monsanto's business as a whole or in specific world areas cannot be accurately predicted. Operations and products may, at times, be adversely affected by legislation, shortages or international or domestic events. PATENTS, TRADEMARKS, LICENSES, FRANCHISES AND CONCESSIONS Monsanto owns a large number of patents which relate to a wide variety of products and processes, has pending a substantial number of patent applications, and is licensed under a small number of patents of others. Also, Monsanto owns a considerable number of established trademarks in many countries under which it markets its products. Monsanto's patents and trademarks in the aggregate are of material importance in the operation of its business, particularly in The Agricultural Group and Searle segments and with respect to NutraSweet(R) brand sweetener. Certain proprietary products such as Roundup(R) 5
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herbicide are covered by patents. Although patents protecting Roundup(R) herbicide have now expired in most countries, compound per se patent protection for the active ingredient in Roundup herbicide continues in the United States into the year 2000. All patents covering the use of aspartame as a sweetener have expired. NutraSweet(R) brand sweetener is currently manufactured under several patents owned by The NutraSweet Company and patented processes licensed from a third party for the duration of the applicable patents. Calan(R) SR, an antihypertensive pharmaceutical, is licensed through the year 2004 to Searle by a third party, which has retained co-marketing rights. The product no longer has patent protection nor non-patent market exclusivity conferred by the Waxman-Hatch amendments to the U.S. Food, Drug and Cosmetics Act. The trademarks "Equal(R)," "Canderel(R)" and "NutraSweet" and the NutraSweet symbol are protected by registration in the United States and in other countries where the products are marketed. Roundup herbicide, Calan SR antihypertensive and NutraSweet brand sweetener are each substantial contributors to earnings. Monsanto holds (directly or by assignment) numerous phosphate leases, which were issued on behalf of or granted by the United States, political subdivisions of various states, or private parties. None of these leases taken individually is deemed by Monsanto to be material, although Monsanto's phosphate leases in the aggregate are significant to The Chemical Group segment of its business. Monsanto's phosphate leases have varying terms, with leases obtained from the United States being of indefinite duration subject to the modification of lease terms at twenty-year intervals. COMPETITION Monsanto encounters substantial competition in each of its industry segments. This competition, from other manufacturers of the same products and from manufacturers of different products designed for the same uses, is expected to continue in both U.S. and ex-U.S. markets. Depending on the product involved, various types of competition are encountered, including price, delivery, service, performance, product innovation, product recognition and quality. The number of Monsanto's principal competitors varies from product to product. It is not practical to discuss Monsanto's numerous competitors because of the large variety of Monsanto's products, the markets served and the worldwide business interests of Monsanto. Overall, however, Monsanto regards its principal product groups to be competitive with many other products of other producers and believes that it is an important producer of many of such product groups. RESEARCH AND DEVELOPMENT Research and development constitute an important part of Monsanto's activities. See "Operating Unit Segment Data" on page 27 of the 1993 Annual Report, incorporated herein by reference. ENVIRONMENTAL MATTERS Monsanto is subject to various laws and government regulations concerning environmental matters, employee safety and employee health in the United States and other countries. It is anticipated that increasingly stringent requirements will be imposed upon Monsanto, its competitors and industry in general. U.S. federal environmental legislation having particular impact on Monsanto includes the Toxic Substances Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the Resource Conservation and Recovery Act; the Clean Air Act; the Clean Water Act; the Safe Drinking Water Act; and the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA," commonly known as "Superfund"), as amended by the Superfund Amendments and Reauthorization Act ("SARA"). Monsanto is also subject to the Occupational Safety and Health Act and regulations of the Occupational Safety and Health Administration ("OSHA") concerning employee safety and health matters. The Environmental Protection Agency ("EPA"), OSHA and other federal agencies have the authority to promulgate regulations which have an impact on Monsanto's operations. In addition to these federal activities, various states have been delegated certain authority under the aforementioned federal 6
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statutes. Many state and local governments have adopted environmental and employee safety and health laws and regulations, some of which are similar to federal requirements. State and federal authorities may seek fines and penalties for violation of these laws and regulations. Monsanto is dedicated to a long-term environmental protection program that reduces emissions of hazardous materials into the environment, as well as to the remediation of identified existing environmental concerns. In 1988, management committed to a 90 percent reduction in toxic air emissions from worldwide operations by the end of 1992, including emissions reportable in the U.S. under Title III of SARA. The reduction achieved was 92 percent, based on 1992 year-end operating rates. The cost to accomplish this target did not materially affect operating results. In fact, some of the target capital projects lowered operating costs and improved operating efficiency. Expenditures in 1993 were approximately $53 million for environmental capital projects and approximately $234 million for management of environmental programs, including the operation and maintenance of facilities for environmental control. Monsanto estimates that during 1994 and 1995 approximately $40 million-$70 million per year will be spent on additional capital projects for environmental protection. Monsanto periodically receives notices from the EPA that it is a potentially responsible party ("PRP") under Superfund. The EPA has designated Monsanto as a PRP at 89 Superfund sites. Monsanto has resolved disputes, entered partial consent decrees, and executed administrative orders between Monsanto and the EPA in 41 of these cases, settling a portion or all of Monsanto's liability for these Superfund cases. Six other matters involve sites where allegations are predicated on tentative findings of reuse of drums by others that once contained products sold by Monsanto. These six matters have been inactive as to Monsanto for at least nine years. At one other site, Monsanto has determined that it has no liability whatsoever. Monsanto's policy is to accrue costs for remediation of waste disposal sites in the accounting period in which the responsibility is established and the cost is estimable. Monsanto's estimates of its liabilities for Superfund sites are based on evaluations of currently available facts with respect to each individual site and take into consideration factors such as existing technology, presently enacted laws and regulations, and prior experience in remediation of contaminated sites. These liabilities have not been reduced for any claims for recoveries from insurance or from third parties. However, Monsanto is engaged in litigation with some of its insurance carriers regarding both the applicability and the amount of its coverage responsive to claims for damages at these sites. Monsanto has an accrued liability of $102 million as of December 31, 1993, for Superfund sites. As assessments and remediation activities progress at individual sites, these liabilities are reviewed periodically and adjusted to reflect additional technical, engineering and legal information that becomes available. Major sites in this category include the noncompany-owned Brio, Fike/Artel, Motco and Woburn sites which account for $83 million of the accrued amount. Monsanto's estimate of its Superfund liability is affected by several uncertainties such as, but not limited to, the method and extent of remediation, the percentage of material attributable to Monsanto at the sites relative to that attributable to other parties, and the financial capabilities of the other PRPs at most sites. Due to these uncertainties, primarily related to the method and extent of remediation, potential future expenses could be as much as $30 million for these sites. These potential future expenses may be incurred over the balance of the decade. There are various other lawsuits, claims and proceedings that state agencies and others have asserted against the Company seeking remediation of alleged environmental impairments. Monsanto is in the process of determining its involvement, if any, at 44 of these sites. Monsanto has an accrued liability of $131 million as of December 31, 1993, for these matters and for environmental reserves at certain former Monsanto plant sites. The Company's estimate of its liability related to these sites is affected by several uncertainties such as, but not limited to, the extent of Monsanto's involvement, and the method and extent of remediation. Due to these uncertainties, potential future expenses could be as much as $70 million for these sites. Four sites in this category account for $63 million of the accrued amount and for approximately $60 million of the potential future expenses. 7
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Monsanto spent $39 million in 1993 for remediation of Superfund and other waste disposal sites. Most of these expenditures related to The Chemical Group, and similar or greater amounts can be expected in future years. For operational facilities, Monsanto recognizes post-closure environmental costs and site remediation costs over the estimated remaining useful life of the related facilities, not to exceed 20 years. Monsanto spent $14 million in 1993 for remediation of these facilities and has an accrued liability of $33 million as of December 31, 1993, for these sites. Uncertainties related to these costs are evolving government regulations, the method and extent of remediation, and future changes in technology. Monsanto's estimated closure costs for these plant sites are approximately $150 million. While the ultimate costs and results of remediation of waste disposal sites cannot be predicted with certainty, management believes that Monsanto's liquidity and profitability in any one year will not be materially affected. EMPLOYEE RELATIONS As of December 31, 1993, Monsanto had approximately 30,000 employees worldwide. Satisfactory relations have prevailed between Monsanto and its employees. INTERNATIONAL OPERATIONS Monsanto and affiliated companies are engaged in manufacturing, sales and/or research and development in the United States, Europe, Canada, Latin America, Australia, Asia and Africa. A large number of products are manufactured abroad. Monsanto's ex-U.S. operations are subject to a number of potential risks and limitations, such as: fluctuations in currency values; exchange control regulations; wage and price controls; approvals of therapeutic claims and pricing for pharmaceutical and other products; governmental regulation of food ingredients, agricultural and pharmaceutical products and biotechnology; employment regulations; import, export and trade restrictions, including embargoes; raw material supply constraints; governmental instability, civil disorders, civil wars and other hostilities; and other potentially detrimental domestic and foreign governmental practices or policies affecting U.S. companies doing business abroad. See "Geographic Data" on page 34 of the 1993 Annual Report, incorporated herein by reference. LEGAL PROCEEDINGS Because of the size and nature of its business, Monsanto is a party to numerous legal proceedings. Most of these proceedings have arisen in the ordinary course of business and involve claims for money damages. While the results of litigation cannot be predicted with certainty, Monsanto does not believe these matters or their ultimate disposition will have a material adverse effect on Monsanto's financial position. On April 12, 1985, the Company was named as a defendant in the first of a number of lawsuits in which plaintiffs claim injuries resulting from alleged exposure to substances present at or emanating from the Brio Superfund site near Houston, Texas. The Company is one of a number of companies that had sold materials to the chemical reprocessor at that site. Currently pending against the Company are the following matters: (a) The Company is one of a number of defendants in 14 cases brought in Harris County District Court on behalf of 751 plaintiffs who own homes or live in the Southbend or Sageglen subdivisions, attended school in the Southbend subdivision, or used nearby recreational baseball fields. Plaintiffs claim to have suffered various personal injuries and fear future disease; the need for medical monitoring; and, in the case of the homeowners, property damage. In addition to their claims of personal injury, four plaintiffs in one of these cases allege business losses. Plaintiffs seek compensatory and punitive damages in an unspecified amount. (b) The Company is also a defendant in two additional cases brought in Harris County District Court. The first case is brought by two recreational baseball leagues which claim to have suffered property damage and consequential damages. Plaintiffs seek compensatory and punitive damages in an unspecified amount. The second case is brought on behalf of the Clear Creek Independent School District for property damage and consequential damages. Plaintiff seeks 8
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compensatory and punitive damages in an unspecified amount. (c) The Company is one of a number of defendants in two additional actions brought in Harris County District Court by 407 plaintiffs, who are former employees of the owners/operators of the Brio site, persons who worked near the Brio site, Sageglen subdivision residents, and members of the employees' and residents' families. Plaintiffs claim physical and emotional injury and seek compensatory and punitive damages in an unspecified amount. The Company believes that it has meritorious defenses to all of these lawsuits including lack of proximate cause, lack of negligent or other improper conduct on the part of the Company, and negligence of plaintiffs (or their parents) and/or of builders and developers of the Southbend subdivision. The Company is vigorously defending these actions. In 1974, Searle introduced in the United States an intrauterine contraceptive product, commonly referred to as an intrauterine device ("IUD"), under the name Cu-7(R). Following extensive testing by Searle and review by the FDA, the Cu-7 was approved for sale as a prescription drug. Searle has been named a defendant in a number of product liability lawsuits alleging that the Cu-7 caused personal injury resulting from pelvic inflammatory disease, perforation, pregnancy or ectopic pregnancy. As of March 1, 1994, there were approximately 124 cases pending in various U.S. state and federal courts and approximately 361 cases filed outside the United States (the vast majority in Australia). The lawsuits seek damages in varying amounts, including compensatory and punitive damages, with most suits seeking at least $50,000 in damages. Searle believes it has meritorious defenses and is vigorously defending each of these lawsuits. On January 31, 1986, Searle voluntarily discontinued the sale of the Cu-7 in the United States, citing the cost of defending such litigation. The Company registered, on June 27, 1991, for the Compliance Audit Program ("CAP") administered by the EPA under the authority of Section 8(e) of the Toxic Substances Control Act ("TSCA"). It has been reported that over 120 companies in the United States registered for the CAP. The CAP requires registrants to audit health and environmental effect information in order to determine whether information in the registrant's possession is reportable to the EPA under TSCA Section 8(e). A registrant's liability, under the CAP, for late reporting of information under TSCA 8(e), will be assessed on the basis of a set amount per study submitted with the total liability not to exceed $1,000,000. The Company voluntarily entered into a similar Consent Agreement with the EPA before the CAP, and under that Agreement performed a more limited audit than is required by the CAP and paid a settlement of $648,000. This settlement amount has been credited to the Company under the CAP. It has now been determined that the Company's remaining liability under the CAP will be $352,000. RISK MANAGEMENT Monsanto continually evaluates risk retention and insurance levels for product liability, property damage and other potential areas of risk. Monsanto devotes significant effort to maintaining and improving safety and internal control programs, which reduce its exposure to certain risks. Based on the cost and availability of insurance and the likelihood of a loss, management determines the amount of insurance coverage to be purchased from unaffiliated companies and the appropriate amount of risk to retain. Since 1986, Monsanto's liability insurance has been on the "claims made" policy form. Management believes that the current levels of risk retention are consistent with those of other companies in the various industries in which Monsanto operates. There can be no assurance that Monsanto will not incur losses beyond the limits of, or outside the coverage of, its insurance. However, Monsanto's liquidity, financial position and profitability are not expected to be affected materially by the levels of risk retention that the Company accepts. ITEM 2. PROPERTIES. The General Offices of the Company are located on a 285-acre tract of land in St. Louis County, Missouri. The Company also owns a 210-acre tract in St. Louis County on which additional research facilities are located. Monsanto also has research laboratories and technical centers throughout the world. Information with respect to Monsanto's manufacturing locations worldwide and the industry 9
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segments which use such plants as of January 1, 1994, is set forth under "Business-Industry Segments; Principal Products" in Item 1 of this Report, which is incorporated herein by reference. Monsanto's principal plants are suitable and adequate for their use. Utilization of these facilities may vary with seasonal, economic and other business conditions, but none of the principal plants is substantially idle. The facilities generally have sufficient capacity for existing needs and expected near-term growth. Most of these plants are owned in fee. However, the land at the Antwerp, Belgium plant is leased. In addition, a portion of a plant at Augusta, Georgia is currently leased with an option to purchase, pursuant to an industrial revenue bond financing. The Company has granted leases, with options to purchase, on approximately 366 acres of the 3,000 acres at the Alvin, Texas plant site. In limited instances, Monsanto has granted leases on portions of other plant sites not required for current operations. ITEM 3. LEGAL PROCEEDINGS. For information concerning certain legal proceedings involving Monsanto, see "Business-Environmental Matters" and "Business-Legal Proceedings" contained in Item 1 of this Report. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted to the security holders during the fourth quarter of 1993. EXECUTIVE OFFICERS OF THE REGISTRANT. Information regarding executive officers is contained in Item 10 of Part III of this Report (General Instruction G) and is incorporated herein by reference. 10
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PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. The narrative or tabular information regarding the market for the Company's common equity and related stockholder matters appearing under "Review of Cash Flow" on pages 39 through 41 and "Quarterly Data" on page 35 of the 1993 Annual Report is incorporated herein by reference. ITEM 6. SELECTED FINANCIAL DATA. The tabular information under "Financial Summary-Operating Results, Earnings per Share and Year-End Financial Position" and the amounts of Dividends per Share, all appearing on page 52 of the 1993 Annual Report, are incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. The tabular and narrative information appearing under "Review of Consolidated Results of Operations" on pages 23 through 26, "Operating Unit Segment Data" on pages 27 through 33, "Review of Changes in Financial Position" on page 37, and "Review of Cash Flow" on pages 39 through 41 of the 1993 Annual Report is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The consolidated financial statements of Monsanto appearing on pages 22, 36, 38, 42 and 43 through 51; the Independent Auditors' Opinion appearing on page 21; and the tabular and narrative information appearing under "Quarterly Data" on page 35 of the 1993 Annual Report are incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. 11
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PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. · Enlarge/Download Table Information regarding directors and executive officers appearing under "Election of Directors" on pages 2 through 4 of the Monsanto Company Notice of Annual Meeting and Proxy Statement (the "1994 Proxy Statement") dated March 14, 1994, is incorporated herein by reference. The following information with respect to the Executive Officers of the Company on March 1, 1994, is included pursuant to Instruction 3 of Item 401(b) of Regulation S-K: Year First Became an Executive Name - Age Present Position with Registrant Officer Other Business Experience since January 1, 1989 --------------------------- ---------------------------------- ---------- --------------------------------------------------- Richard W. Duesenberg, 63 Senior Vice President, 1977 Present position, 1982. Secretary and General Counsel- Monsanto Company Robert E. Flynn, 60 Chairman and Chief Executive 1987 Chairman, Chief Executive Officer and President, Officer, The NutraSweet Company Fisher Controls International, Inc. (a former (a subsidiary of the Company); subsidiary of the Company), 1988; Chairman and Chief Advisory Director-Monsanto Executive Officer, The NutraSweet Company, 1990; and Company present position, 1993. Sheldon G. Gilgore, 62 Chairman and Chief Executive 1987 Chairman, President and Chief Executive Officer, G. D. Officer, G. D. Searle & Co. (a Searle & Co., 1986; Chairman and Chief Executive subsidiary of the Company); Officer, G. D. Searle & Co., 1991; and present Advisory Director-Monsanto position, 1993. Company Richard J. Mahoney, 60 Director; Chairman and Chief 1975 Present position, 1986. Executive Officer-Monsanto Company Philip Needleman, 55 Senior Vice President, Research 1991 Professor and Head of the Department of Pharmacology, and Development; Advisory Washington University School of Medicine, 1976; Vice Director-Monsanto Company; President, Research and Development-Monsanto Company, President, Research and 1989; Vice President, Research and Development; Development, G. D. Searle & Co. Advisory Director-Monsanto Company, 1991; Vice President, Research and Development; Advisory Director-Monsanto Company; President, Research and Development, G. D. Searle & Co., 1992; and present position, 1993. Robert G. Potter, 54 Executive Vice President and 1981 Group Vice President and Advisory Director-Monsanto Advisory Director-Monsanto Company and President-Monsanto Chemical Company, 1986; Company; President-The Chemical and present position, 1990. Group 12
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Year First Became an Executive Name - Age Present Position with Registrant Officer Other Business Experience since January 1, 1989 --------------------------- ---------------------------------- ---------- --------------------------------------------------- Nicholas L. Reding, 59 Director; Vice Chairman- 1976 Executive Vice President and Advisory Director- Monsanto Company Monsanto Company and President-Monsanto Agricultural Company, 1986; Executive Vice President, Environment, Safety, Health and Manufacturing and Advisory Director-Monsanto Company, 1990; and present position, 1993. Robert B. Shapiro, 55 Director; President and Chief 1987 Chairman and Chief Executive Officer, The NutraSweet Operating Officer-Monsanto Company, 1986; Executive Vice President and Advisory Company Director-Monsanto Company and President-The Agricultural Group, 1990; and present position, 1993. Francis A. Stroble, 63 Senior Vice President and Chief 1975 Present position, 1982. Financial Officer; Advisory Director-Monsanto Company Hendrik A. Verfaillie, 48 Vice President and Advisory 1993 Vice President, Commercial Development-Monsanto Director-Monsanto Company; Agricultural Company, 1986; Vice President and General President-The Agricultural Manager, Roundup Division-The Agricultural Group, Group 1990; and present position, 1993. Virginia V. Weldon, 58 Senior Vice President, Public 1990 Professor of Pediatrics, Washington University School Policy; Advisory Director- of Medicine, 1979-1989; Vice President, Washington Monsanto Company University Medical Center, 1980-1989; Deputy Vice Chancellor for Medical Affairs, Washington University School of Medicine, 1983-1989; Vice President, Scientific Affairs-Monsanto Company, 1989; Vice President, Public Policy-Monsanto Company, 1989; Vice President, Public Policy; Advisory Director-Monsanto Company, 1990; and present position, 1993.
The above-listed individuals are elected to the offices set opposite their names to hold office until their successors are duly elected and have qualified, or until their earlier death, resignation or removal. ITEM 11. EXECUTIVE COMPENSATION. Information appearing under "Directors' Fees and Other Arrangements" on page 8 and under "Executive Compensation" on pages 12 through 16 of the 1994 Proxy Statement is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. Information appearing under "Stock Ownership of Management and Certain Beneficial Owners" on pages 5 and 6 of the 1994 Proxy Statement is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. None. 13
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PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) Documents filed as part of this Report: 1. The financial statements set forth at pages 22, 36, 38, 42 and 43 through 51 of the 1993 Annual Report (See Exhibit 13 under Paragraph (a)3 of this Item 14) 2. Financial Statement Schedules The following supplemental schedules for the years ended December 31, 1993, 1992 and 1991: V - Property, Plant and Equipment VI - Accumulated Depreciation, Depletion, and Amortization of Property, Plant and Equipment VII - Guarantees of Securities of Other Issuers (December 31, 1993, only) VIII - Valuation and Qualifying Accounts IX - Short-Term Borrowings X - Supplementary Income Statement Information All other supplemental schedules are omitted because of the absence of the conditions under which they are required. 3. Exhibits - See the Exhibit Index at page 24 of this Report. For a listing of all management contracts and compensatory plans or arrangements required to be filed as exhibits to this Form 10-K, see the Exhibits listed under Exhibit No. 10(iii) on pages 24-27 of the Exhibit Index which were previously filed. The following Exhibits listed in the Exhibit Index are filed with this Report: 13 The Company's 1993 Annual Report to shareowners 21 Subsidiaries of the registrant (See page 29) 23(ii) 1. Consent of Independent Auditors (See page 30) 2. Consent of Company Counsel (See page 30) 24 1. Powers of attorney submitted by Joan T. Bok, Robert M. Heyssel, Gwendolyn S. King, Philip Leder, Howard M. Love, Richard J. Mahoney, Frank A. Metz, Jr., Buck Mickel, Jacobus F.M. Peters, Nicholas L. Reding, John S. Reed, William D. Ruckelshaus, Bruce R. Sents, Robert B. Shapiro, John B. Slaughter, Francis A. Stroble and Stansfield Turner 2. Certified copy of Board resolution authorizing Form 10-K filing utilizing powers of attorney 99 1. Computation of the Ratio of Earnings to Fixed Charges for Monsanto Company and Subsidiaries (See page 31) (b) Reports on Form 8-K during the quarter ended December 31, 1993: No reports on Form 8-K were filed by the Company during the quarter ended December 31, 1993. 14
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OPINION OF INDEPENDENT AUDITORS Uonsanto Company: We have audited the statement of consolidated financial position of Monsanto Company and Subsidiaries as of December 31, 1993 and 1992 and the related statements of consolidated income, shareowners' equity and cash flow for each of the three years in the period ended December 31, 1993 and have issued our opinion thereon dated February 25, 1994; such financial statements and opinion are included in your 1993 Annual Report to shareowners and are incorporated herein by reference. Our audits also comprehended the schedules of Monsanto Company and Subsidiaries, listed in Item 14(a)2. These schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information shown therein. DELOITTE & TOUCHE DELOITTE & TOUCHE Saint Louis, Missouri February 25, 1994 15
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· Enlarge/Download Table SCHEDULE V MONSANTO COMPANY AND SUBSIDIARIES --------------------------------- PROPERTY, PLANT AND EQUIPMENT FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 (Dollars in millions) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F -------------- ------------ --------- ----------- ----------------------------------- ---------- Foreign Currency Balance at Transfers Translation Balance at Beginning of Additions Between Adjust- Other End of Classification Year at Cost Retirements Accounts ments Changes Year -------------- ------------ --------- ----------- -------- ----------- ------- ---------- Year Ended December 31, 1993: Land............................ $ 106 $ 2 $ 2 $ - $ 1 (C) $ 107 Buildings....................... 1,240 33 78 (12) (36)(B) 1,237 Machinery and equipment......... 5,939 447 422 (54) (67)(B) 5,793 Construction in progress........ 317 $437(A) (502) (4) (3)(B) 245 ------ ---- ---- ----- ----- ----- ------ Total......................... $7,602 $437 $482 $ - $ (70) $(105) $7,382 ------ ---- ---- ----- ----- ----- ------ Year Ended December 31, 1992: Land............................ $ 104 $ 1 $ 3 $ (1) $ 1 (C) $ 106 Buildings....................... 1,215 15 78 (27) (11)(B) 1,240 Machinery and equipment......... 5,772 240 590 (108) (75)(B) 5,939 Construction in progress........ 419 $586(A) (671) (14) (3)(C) 317 ------ ---- ---- ----- ----- ----- ------ Total......................... $7,510 $586 $256 $ - $(150) $ (88) $7,602 ------ ---- ---- ----- ----- ----- ------ Year Ended December 31, 1991: Land............................ $ 103 $ - $ 1 $ - $ - $ 104 Buildings....................... 1,162 11 78 1 (15)(C) 1,215 Machinery and equipment......... 5,495 159 524 10 (78)(B) 5,772 (20)(C) Construction in progress........ 466 $554(A) (603) 2 - 419 ------ ---- ---- ----- ----- ----- ------ Total......................... $7,226 $554 $170 $ - $ 13 $(113) $7,510 ------ ---- ---- ----- ----- ----- ------ <FN> NOTES: (A) Property additions generally are initially charged to construction in progress and subsequently transferred to their appropriate asset classification when placed in service. (B) Principally property related to divested operations. (C) Transfers from (to) other accounts. (D) Cost is depreciated using the straight-line method over weighted average periods of 22 years for buildings and 11 years for machinery and equipment. 16
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· Enlarge/Download Table SCHEDULE VI MONSANTO COMPANY AND SUBSIDIARIES --------------------------------- ACCUMULATED DEPRECIATION, DEPLETION, AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 (Dollars in millions) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F ----------- ------------ ---------- ----------- ---------------------- ---------- Foreign Additions Currency Balance at Charged to Translation Balance at Beginning of Costs and Adjust- Other End of Description Year Expenses Retirements ments Changes Year ----------- ------------ ---------- ----------- ----------- ------- ---------- Year Ended December 31, 1993: Buildings............................... $ 608 $ 53 $ 17 $ (6) $(44)(A) $ 594 Machinery and equipment................. 3,981 417 445 (37) 64 (C) 3,980 Government grants....................... 8 (1)(D) - - (1)(E) 6 ------ ---- ---- ---- ---- ------ Total............................... $4,597 $469 $462 $(43) $ 19 $4,580 ------ ---- ---- ---- ---- ------ Year Ended December 31, 1992: Buildings............................... $ 540 $ 51 $ 11 $(14) $ (7)(A) $ 608 49 (C) (55)(A) Machinery and equipment................. 3,768 424 227 (78) 21 (B) 3,981 128 (C) Government grants....................... 11 (2)(D) - (1) - 8 ------ ---- ---- ---- ---- ------ Total............................... $4,319 $473 $238 $(93) $136 $4,597 ------ ---- ---- ---- ---- ------ Year Ended December 31, 1991: Buildings............................... $ 496 $ 48 $ 8 $ 4 $ - $ 540 (40)(A) Machinery and equipment................. 3,402 407 139 11 (14)(B) 3,768 141 (C) Government grants....................... 12 (2)(D) - - 1 (E) 11 ------ ---- ---- ---- ---- ------ Total............................... $3,910 $453 $147 $ 15 $ 88 $4,319 ------ ---- ---- ---- ---- ------ <FN> NOTES: (A) Principally includes accumulated depreciation related to divested operations. (B) Transfers from (to) other accounts. (C) Includes reserves for asset impairment and for the restructuring program. (D) Amortization of government grants credited to income. (E) Government grant additions. 17
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· Enlarge/Download Table SCHEDULE VII MONSANTO COMPANY AND SUBSIDIARIES --------------------------------- GUARANTEES OF SECURITIES OF OTHER ISSUERS AS OF DECEMBER 31, 1993 (Dollars in millions) COLUMN A COLUMN B COLUMN C ------------------------------------------------- ------------------------------ ------------ Total Amount Guaranteed Name of Issuer of Securities Title of Issue of Each and Guaranteed by Person for Which Statement is Filed Class of Securities Guaranteed Outstanding ------------------------------------------------- ------------------------------ ----------- Village of Sauget, Illinois................................... Pollution Control Revenue Bonds $ 12 (Term Bonds) Various Export Financings..................................... Bank Loans 3 Rural Credit Financing (Brazil)............................... Bank Loans 31 Various Equity Affiliates..................................... Bank Loans 72 Various Bond Holders.......................................... Industrial Revenue Bonds 17 Government of Argentina....................................... External Bonds 5 First National Bank of Boston................................. Series A Trust Notes 36 Wilmington Trust Company...................................... Trust Notes 46 ---- Total....................................................... $222 ---- <FN> NOTES: (A) Columns D, E and G have been omitted as the answers thereto would have been "None." (B) In answer to Column F, all guaranteed securities are guaranteed as to principal and interest. The annual aggregate amount of interest guaranteed is approximately $13 million. (C) Monsanto also has guaranteed $80 million of 7.09 percent amortizing notes and $100 million of 8.13 percent amortizing debentures issued by its Employee Stock Ownership Plan (ESOP). The unpaid balances of the ESOP notes and debentures are included in Short-term and Long-term Debt in Monsanto's Statement of Consolidated Financial Position at December 31, 1993. 18
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· Enlarge/Download Table SCHEDULE VIII MONSANTO COMPANY AND SUBSIDIARIES --------------------------------- VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 (Dollars in millions) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E ----------- ---------- ---------- ---------- ---------- Additions Balance at Charged to Balance at Beginning Costs and End of Description of Year Expenses Deductions Year ----------- --------- ---------- ---------- ---------- Year Ended December 31, 1993: Reserves deducted from related assets in the Statement of Consolidated Financial Position: Doubtful receivables and returns and allowances.................. $ 33 $ 36 $ 18(A) $ 51 ------ ---- ------ ------ Inventory and obsolescence losses................................ $ 23 $ 31 $ 9 $ 45 ------ ---- ------ ------ Amortization of intangible assets................................ $ 383 $ 81 $ 14 $ 450 ------ ---- ------ ------ Deferred tax asset valuation allowances(C)....................... $ 62 $ 34 $ 7 $ 89 ------ ---- ------ ------ Year Ended December 31, 1992: Reserves deducted from related assets in the Statement of Consolidated Financial Position: Doubtful receivables and returns and allowances.................. $ 36 $ 15 $ 18(A) $ 33 ------ ---- ------ ------ Inventory and obsolescence losses................................ $ 31 $ 11 $ 19 $ 23 ------ ---- ------ ------ Amortization of intangible assets................................ $1,422 $238 $1,277(B) $ 383 ------ ---- ------ ------ Deferred tax asset valuation allowances(C)....................... $ 32 $ 33 $ 3 $ 62 ------ ---- ------ ------ Year Ended December 31, 1991: Reserves deducted from related assets in the Statement of Consolidated Financial Position: Doubtful receivables and returns and allowances.................. $ 34 $ 23 $ 21(A) $ 36 ------ ---- ------ ------ Inventory and obsolescence losses................................ $ 20 $ 32 $ 21 $ 31 ------ ---- ------ ------ Amortization of intangible assets................................ $1,203 $233 $ 14 $1,422 ------ ---- ------ ------ <FN> NOTES: (A) Principally allowances granted. (B) Includes $1,270 million related to NutraSweet's fully amortized aspartame-use patent. (C) Monsanto adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," effective as of January 1, 1992. Prior years were not restated for this adoption. 19
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· Enlarge/Download Table SCHEDULE IX MONSANTO COMPANY AND SUBSIDIARIES --------------------------------- SHORT-TERM BORROWINGS FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 (Dollars in millions) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F ------------ --------- -------- ----------- ----------- ------------- Maximum Average Weighted Category of Weighted Amount Amount Average Aggregate Balance Average Outstanding Outstanding Interest Rate Short-Term at End of Interest During the During the During the Borrowings(A) Year Rate Year Year(D) Year(D) ------------- --------- -------- ----------- ----------- ------------- Year Ended December 31, 1993: Payable to banks(B)................................. $49 7% $189 $110 5% Commercial paper(C)................................. $16 3% $523 $140 3% Year Ended December 31, 1992: Payable to banks(B)................................. $70 10% $168 $109 8% Commercial paper(C)................................. $529 $222 4% Year Ended December 31, 1991: Payable to banks(B)................................. $75 14% $111 $ 78 15% Commercial paper(C)................................. $66 5% $626 $276 6% <FN> NOTES: (A) Excludes bank overdrafts of $67 million, $78 million and $125 million in 1993-1991, respectively. Generally, there is no interest on these bank overdrafts. (B) Interest on these loans is principally related to various bank rates. The short-term facilities of ex-U.S. subsidiaries include $5 million, $8 million and $15 million in 1993-1991, respectively, of loans of subsidiaries in hyperinflationary countries. (C) Interest on these borrowings is generally at money market rates determined by competitive bidding. (D) Based on the average month-end amounts outstanding for payable to banks and based on the average daily balance for commercial paper. 20
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· Enlarge/Download Table SCHEDULE X MONSANTO COMPANY AND SUBSIDIARIES --------------------------------- SUPPLEMENTARY INCOME STATEMENT INFORMATION FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 (Dollars in millions) COLUMN A COLUMN B -------- ---------------- Charged to Costs Item and Expenses -------- ---------------- Year Ended December 31, 1993: Maintenance and repairs........................................................................ $379 Taxes, other than payroll and income taxes(A).................................................. 93 Advertising costs.............................................................................. 297 Royalty costs.................................................................................. 54 Year Ended December 31, 1992: Maintenance and repairs........................................................................ $412 Taxes, other than payroll and income taxes(A).................................................. 126 Advertising costs.............................................................................. 266 Royalty costs.................................................................................. 93 Year Ended December 31, 1991: Maintenance and repairs........................................................................ $377 Taxes, other than payroll and income taxes(A).................................................. 114 Advertising costs.............................................................................. 278 Royalty costs.................................................................................. 105 <FN> NOTES: (A) Includes real estate, personal property, franchise, excise and other taxes, none of which exceeds 1 percent of net sales. (B) Preoperating costs and similar deferrals were each less than 1 percent of net sales. Depreciation and amortization of intangible assets are included in the Statement of Consolidated Cash Flow. 21
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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. MONSANTO COMPANY ................................................ (Registrant) By BRUCE R. SENTS ............................................. Bruce R. Sents Vice President and Controller (Principal Accounting Officer) Date: March 15, 1994 · Enlarge/Download Table Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- RICHARD W. DUESENBERG Chairman and Director March 15, 1994 ................................................................ (Principal Executive Officer) (Richard J. Mahoney)* RICHARD W. DUESENBERG President and Director March 15, 1994 ................................................................ (Robert B. Shapiro)* RICHARD W. DUESENBERG Vice Chairman and Director March 15, 1994 ................................................................ (Nicholas L. Reding)* RICHARD W. DUESENBERG Senior Vice President March 15, 1994 ................................................................ (Principal Financial Officer) (Francis A. Stroble)* BRUCE R. SENTS Vice President and Controller March 15, 1994 ................................................................ (Principal Accounting Officer) (Bruce R. Sents) RICHARD W. DUESENBERG Director March 15, 1994 ................................................................ (Joan T. Bok)* RICHARD W. DUESENBERG Director March 15, 1994 ................................................................ (Robert M. Heyssel)* RICHARD W. DUESENBERG Director March 15, 1994 ................................................................ (Gwendolyn S. King)* RICHARD W. DUESENBERG Director March 15, 1994 ................................................................ (Philip Leder)* RICHARD W. DUESENBERG Director March 15, 1994 ................................................................ (Howard M. Love)* 22
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SIGNATURE TITLE DATE --------- ----- ---- RICHARD W. DUESENBERG Director March 15, 1994 ................................................................ (Frank A. Metz, Jr.)* RICHARD W. DUESENBERG Director March 15, 1994 ................................................................ (Buck Mickel)* RICHARD W. DUESENBERG Director March 15, 1994 ................................................................ (Jacobus F.M. Peters)* RICHARD W. DUESENBERG Director March 15, 1994 ................................................................ (John S. Reed)* RICHARD W. DUESENBERG Director March 15, 1994 ................................................................ (William D. Ruckelshaus)* RICHARD W. DUESENBERG Director March 15, 1994 ................................................................ (John B. Slaughter)* RICHARD W. DUESENBERG Director March 15, 1994 ................................................................ (Stansfield Turner)* <FN> *Richard W. Duesenberg, by signing his name hereto, does sign this document on behalf of the above noted individuals, pursuant to powers of attorney duly executed by such individuals which have been filed as an Exhibit to this Report. RICHARD W. DUESENBERG ........................................ Richard W. Duesenberg Attorney-in-Fact
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· Enlarge/Download Table EXHIBIT INDEX These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K. Exhibit No. Description ----------- ----------- 2 Omitted - Inapplicable 3(i) Restated Certificate of Incorporation of the Company effective as of April 27, 1987 (incorporated herein by reference to Exhibit 19(ii)2 of the Company's Form 10-Q for the quarter ended June 30, 1987) 3(ii) By-Laws of the Company, as amended effective September 1, 1993 (incorporated herein by reference to Exhibit 99.1 of the Company's Form 10-Q for the quarter ended September 30, 1993) 4(i) Form of Rights Agreement, dated as of January 26, 1990 between the Company and The First National Bank of Boston (incorporated herein by reference to Form 8-A filed on January 31, 1990) 4(iii) Registrant agrees to furnish to the Securities and Exchange Commission upon request copies of instruments defining the rights of holders of certain long-term debt not being registered of the registrant and all subsidiaries for which consolidated or unconsolidated financial statements are required to be filed. 9 Omitted - Inapplicable 10(i) Acquisition Agreement dated as of September 11, 1992, between Emerson Electric Co. and Monsanto Company relating to the purchase and sale of Fisher Controls International, Inc. and related businesses, plus identification of contents of omitted schedules and agreement to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request (incorporated herein by reference to Form 8-K dated as of October 1, 1992 and filed on October 9, 1992) 10(iii) 1. Stock Compensation Arrangement for Non-Employee Directors adopted January 23, 1987 and effective April 24, 1987 (incorporated herein by reference to Exhibit 19(i)1 of the Company's Form 10-Q for the quarter ended March 31, 1987) 2. Non-Employee Directors Stock Plan, as amended in 1991 (incorporated herein by reference to Exhibit 19(ii)1 of the Company's Form 10-Q for the quarter ended June 30, 1991) 3. Non-Employee Directors Retirement Plan, as amended in 1991 (incorporated herein by reference to Exhibit 19(ii) of the Company's Form 10-Q for the quarter ended September 30, 1991) 4. Charitable Contribution Program effective April 1, 1992 (incorporated herein by reference to Exhibit 19(i)1 of the Company's Form 10-K for the year ended December 31, 1991) 5. Deferred Compensation Plan for Non-Employee Directors, as amended in 1983 and 1991 (incorporated herein by reference to Exhibit 19(ii)1 of the Company's Form 10-K for the year ended December 31, 1991) 6. Consulting Agreement between the Company and Philip Leder dated January 17, 1990 (incorporated herein by reference to Exhibit 19(i)3 of the Company's Form 10-K for the year ended December 31, 1989) 24
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EXHIBIT INDEX (CONT'D) Exhibit No. Description ----------- ----------- 7. Financial Planning Services Program for Monsanto Management Council Members, as amended in 1993 (incorporated herein by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended March 31, 1993) 8. Monsanto Management Incentive Plan of 1984, as amended in 1987, 1988 and 1989 (incorporated herein by reference to Exhibit 19(ii)2 of the Company's Form 10-K for the year ended December 31, 1989) 9. Monsanto Management Incentive Plan of 1988/I, as amended in 1988, 1989, 1991 and 1992 (incorporated herein by reference to Exhibit 99.1 of the Company's Form 10-K for the year ended December 31, 1992) 10. Monsanto Management Incentive Plan of 1988/II, as amended in 1989, 1991 and 1992 (incorporated herein by reference to Exhibit 99.2 of the Company's Form 10-K for the year ended December 31, 1992) 11. Split-dollar Life Insurance Plan (incorporated herein by reference to Exhibit 10(iii)19 of the Company's Form 10-K for the year ended December 31, 1987) 12. Executive Health Program (incorporated herein by reference to Exhibit 19(i) of the Company's Form 10-Q for the quarter ended March 31, 1989) 13. Agreements between the Company and Richard J. Mahoney and Nicholas L. Reding entered into as of May 16, 1988 (incorporated herein by reference to Exhibit 19(i)18 of the Company's Form 10-Q for the quarter ended June 30, 1988) 14. Letter from the Company to Dr. Sheldon G. Gilgore dated February 12, 1986 (incorporated herein by reference to Exhibit 10(iii)14 of the Company's Form 10-K for the year ended December 31, 1986) 15. Letter Agreement between G. D. Searle & Co. and Dr. Sheldon G. Gilgore, dated March 7, 1991, amending the Letter from the Company dated February 12, 1986 (incorporated herein by reference to Exhibit 19(ii)1 of the Company's Form 10-Q for the quarter ended March 31, 1991) 16. Agreement between the Company and Robert G. Potter entered into as of May 16, 1988 (incorporated herein by reference to Exhibit 19(i)5 of the Company's Form 10-K for the year ended December 31, 1989) 17. Letter Agreement between the Company and Robert G. Potter entered into as of May 16, 1988 (incorporated herein by reference to Exhibit 19(i)6 of the Company's Form 10-K for the year ended December 31, 1989) 18. Agreement between the Company and Robert B. Shapiro entered into as of July 23, 1990 (incorporated herein by reference to Exhibit 19(i)1 of the Company's Form 10-Q for the quarter ended September 30, 1990) 25
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EXHIBIT INDEX (CONT'D) Exhibit No. Description ----------- ----------- 19. Letter Agreement between the Company and Robert B. Shapiro entered into as of July 23, 1990 (incorporated herein by reference to Exhibit 19(i)2 of the Company's Form 10-Q for the quarter ended September 30, 1990) 20. Letter Agreement between the Company and Robert B. Shapiro entered into as of July 23, 1990 (incorporated herein by reference to Exhibit 19(i)3 of the Company's Form 10-Q for the quarter ended September 30, 1990) 21. Searle Phantom Stock Option Plan of 1986, as amended in 1990, 1991 and 1992 (incorporated herein by reference to Exhibit 99.3 of the Company's Form 10-K for the year ended December 31, 1992) 22. Searle Monsanto Stock Option Plan of 1986, as amended in 1988, 1989, 1990 and 1991 (incorporated herein by reference to Exhibit 19(ii)4 of the Company's Form 10-Q for the quarter ended June 30, 1991) 23. G. D. Searle & Co. Management Incentive Plan (incorporated herein by reference to the description on pages 19-20 of the Monsanto Company Notice of Annual Meeting and Proxy Statement dated March 20, 1992) 24. G. D. Searle & Co. Executive Travel Accident Insurance Plan, as amended in 1989 (incorporated herein by reference to Exhibit 19(ii)4 of the Company's Form 10-Q for the quarter ended June 30, 1989) 25. G. D. Searle & Co. Executive Supplemental Long Term Disability Plan (incorporated herein by reference to Exhibit 19(i)7 of the Company's Form 10-Q for the quarter ended June 30, 1988) 26. G. D. Searle & Co. Split Dollar Life Insurance Plan, as amended in 1989 (incorporated herein by reference to Exhibit 19(ii)3 of the Company's Form 10-Q for the quarter ended June 30, 1989) 27. G. D. Searle & Co. Legal/Tax/Financial Counseling Plan (incorporated herein by reference to Exhibit 19(i)8 of the Company's Form 10-Q for the quarter ended June 30, 1988) 28. G. D. Searle & Co. Executive Relocation Plan (incorporated herein by reference to Exhibit 19(i)9 of the Company's Form 10-Q for the quarter ended June 30, 1988) 29. G. D. Searle & Co. Supplemental Medical Reimbursement Plan (incorporated herein by reference to Exhibit 19(i)10 of the Company's Form 10-Q for the quarter ended June 30, 1988) 30. G. D. Searle & Co. Deferred Compensation Plan, as amended in 1993 (incorporated herein by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended June 30, 1993) 31. G. D. Searle & Co. Executive Physical Examinations Program, as amended in 1992 (incorporated herein by reference to Exhibit 99.1 of the Company's Form 10-Q for the quarter ended June 30, 1992) 26
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EXHIBIT INDEX (CONT'D) Exhibit No. Description ----------- ----------- 32. NutraSweet/Monsanto Stock Plan of 1991 (incorporated herein by reference to Exhibit 19(i) of the Company's Form 10-Q for the quarter ended June 30, 1991) 33. The NutraSweet Company Deferred Compensation Plan (incorporated herein by reference to Exhibit 19(i)11 of the Company's Form 10-Q for the quarter ended June 30, 1988) 34. The NutraSweet Company Executive Travel Accident Insurance Plan (incorporated herein by reference to Exhibit 19(i)13 of the Company's Form 10-Q for the quarter ended June 30, 1988) 35. The NutraSweet Company Tax/Financial Services Plan (incorporated herein by reference to Exhibit 19(i)14 of the Company's Form 10-Q for the quarter ended June 30, 1988) 36. The NutraSweet Company Supplemental Medical Reimbursement Plan (incorporated herein by reference to Exhibit 19(i)15 of the Company's Form 10-Q for the quarter ended June 30, 1988) 37. The NutraSweet Company Executive Relocation Guidelines (incorporated herein by reference to Exhibit 19(i)16 of the Company's Form 10-Q for the quarter ended June 30, 1988) 38. The NutraSweet Company Management Incentive Plan, as amended in 1990 and 1993 (incorporated herein by reference to Exhibit 10.2 of the Company's Form 10-Q for the quarter ended March 31, 1993) 39. The NutraSweet Company Executive Disability Income Plan (incorporated herein by reference to Exhibit 19(i)2 of the Company's Form 10-K for the year ended December 31, 1990) 40. The NutraSweet Company Executive Life Insurance Plan, as amended in 1990 (incorporated herein by reference to Exhibit 19(ii)2 of the Company's Form 10-K for the year ended December 31, 1990) 41. NutraSweet Long Term Incentive Plan (1991-1993) (incorporated herein by reference to Exhibit 10(iii)44 of the Company's Form 10-K for the year ended December 31, 1991) 11 Omitted - Inapplicable; see "Earnings per Share" on page 50 of the 1993 Annual Report 12 Statement re Computation of the Ratio of Earnings to Fixed Charges - See Exhibit 99.1 below 13 The Company's 1993 Annual Report to shareowners. (The electronic submission includes only the financial report section of the Annual Report, consisting of pages 20 through 52 of that Report.) Only those portions expressly incorporated by reference into this Form 10-K are deemed "filed"; other portions are furnished only for the information of the Commission. 18 Omitted - Inapplicable 21 Subsidiaries of the registrant (See page 29) 27
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EXHIBIT INDEX (CONT'D) Exhibit No. Description ----------- ----------- 22 Omitted - Inapplicable 23(ii) 1. Consent of Independent Auditors (See page 30) 2. Consent of Company Counsel (See page 30) 24 1. Powers of attorney submitted by Joan T. Bok, Robert M. Heyssel, Gwendolyn S. King, Philip Leder, Howard M. Love, Richard J. Mahoney, Frank A. Metz, Jr., Buck Mickel, Jacobus F.M. Peters, Nicholas L. Reding, John S. Reed, William D. Ruckelshaus, Bruce R. Sents, Robert B. Shapiro, John B. Slaughter, Francis A. Stroble and Stansfield Turner 2. Certified copy of Board resolution authorizing Form 10-K filing utilizing powers of attorney 27 Not required 28 Omitted - Inapplicable 99 1. Computation of the Ratio of Earnings to Fixed Charges for Monsanto Company and Subsidiaries (See page 31) <FN> ----- Only Exhibits Nos. 13, 21, 23(ii) and 99.1 have been included in the printed copy of this Report.
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APPENDIX Throughout the printed Form 10-K, trademarks are initially designated on each page by the superscript letter "R" in a circle or by the superscript letters "TM."

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This 10-K Filing   Date First   Last      Other Filings
1/1/9220
3/20/9227
4/1/9225
6/30/9227
9/11/9225
10/1/9225
10/9/9225
12/31/921527
3/31/932628
6/30/9327
9/1/9325
9/30/9325
For The Period Ended12/31/9312211-K
1/1/9411
2/25/9416
2/28/941
3/1/941013
3/14/94113DEF 14A
Filed On / Filed As Of3/15/942324
 
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