Document 8Vdp3XELr6B68GXOLkZ54Kqro

1969 ANNUAL REPORT MONSANTO COMPANY DSW 020724 STLCOPCB4006033 FINANCIAL HIGHLIGHTS tDollars in Millions. Except Per Share Figures) Earnings a Share: Primary................................................................. Fully converted................................................... Cash Dividends a Common Share............................ Income: Net sales.............................................................. Interest, dividends, etc........................................ Costs of Doing Business: Raw materials, fuel, supplies, etc..................... Wages and salaries to employes........................ Depreciation, depletion, etc............................... Taxes (income, property, etc.)........................... Interest expense.................................................. Minority interests in subsidiaries....................... Net Income................................................................. Cash Dividends Paid................................................. Retained (or Future Growth.................................... '.969 '.968 (2) $ 3.28(11 3.21<l> 1.80 $ 3.26 3.20 1.65 $1,938.8 25.1 1,963.9 1,056.7 490.2 163.7 115.0 21.7 .5 1.847.8 116.10) 63.1 $ 53.0 $1,865.1 18.4 1.383.5 986.2 454.8 174.3 130.5 21.5 .6 1.767.9 115.6 57.2 $ 58.4 Per Cent of Sales: Gross profit.......................................................... Selling and administrative expenses................ Research, development, patent, engineering.. Net income.......................................................... 26.5% 11.4 5.2 6.0 26.7% 10.6 4.6 6.2 Plant Additions and Replacements........................ $ 219.9 $ 135.0 Long Term Debt (Exclusive of Current Maturities) Shareowners' Equity................................................ Equity to debt ratio............................................ $ 454.0 1,204.7 2.65 $ 472.8 1,154.4 2.44 Common Shares (In Millions)................................. 33.1 33.1 Book Valuo a Common Share................................. $ 36.25 $ 34.74 Working Capital........................................................ $ 509.5 $ 519.7 Current Assets to Current Liabilities Ratio........... 2.66 2.86 Employes.................................................................. 64,604 62,815 Shareowners --Common Shares............................ 118,156 111.538 (1) Includes $6.7 million, or 20 cents a share (primary) and 18 cant* a shara (fully convartad) from extraordinary credits. (2) Restated to reflect acquisitions in 1969. Sea note on page 17. DSW 020725 STLCOPCB4006034 TO THE SHAREOWNERS At the threshold of a new decade, Monsanto took important new steps to meet challenge and change. In 1969, a number of products with strong poten tial were marketed for the first time. Certain products of marginal profitability were discontinued. Oper ating divisions were further restructured into marketoriented business groups. Activities outside the United States continued to get heavy emphasis. But rising costs and declining selling prices stalled efforts to advance profits. Consolidated sales, which topped the 1968 total by 4 per cent, were at a record high level of $ 1,938,838,000. Net income from operations was down 5 per cent to 5109,366,000. But extraordinary income increased the total net to 5116,107,000, compared to 5115,603,000 in 1968. Primary earnings from 1969 operations were 53.08 a share. Comparable 1968 earnings, adjusted to reflect 1969 acquisitions on poolings-of-interests bases, amounted to 53.26 a share. If all outstanding convertible issues were converted into common shares, earnings from operations would be 53.03 a share for 1969 and 53.20 a share for 1968. The 1969 extraordinary income came to $6,741,000 or 20 cents a share. This increased the year's total primary earnings to 53.28 a share ($3.21 a share, assuming full conversion). (Earnings computations are explained in detail on page 17.) Most of 1969's extraordinary gain resulted from the sale of two businesses. One business Monsanto sold consisted of U.S. operations involving lowdensity polyethylene (although high-density poly ethylene remains a major Monsanto product). The second business consisted of the bulk of the com pany's petroleum-additives operations and those of a subsidiary in the United Kingdom. The discon tinued products were judged incompatible with Monsanto's long-range profit objectives. The year-to-year increase in total primary earnings of 2 cents a share is accounted for as follows: Year 1968 earnings...................... Earnings a Share $3.26 Reduction in earnings caused by: Lower selling prices................... $ .26 Higher selling, administrative, research and development expenses................................. .57 $ .83 Additional earnings resulting from: Higher sales volume.............. Lower raw material prices___ Manufacturing cost savings.. Decrease in operating results___ .46 .06 .03 .55 .28 Other increases in earnings: Lower income charges.............. .04 Higher investment tax credit of $.05 plus other tax items of $.01.......................................... .06 .10 .18 Earnings before extraord inary items............................................ Extraordinary items increasing earnings...................................... Year 1969 earnings....................... 3.08 .20(l) $3.28 (1) in the 1969 Nine-Month Report to Shareowners, extraordinary items of 9 cents a share were induded in "Other increases m earnings." italics in the text of this Annual Report identify Monsanto's registered <$ trademarks. DSW 020726 STLCOPCB4006035 CONSOLIDATED 1969 SALES BY PRODUCT GROUPS PER CENT OF TOTAL Man-Made Fibers..................... Plastics, Resins and Coatings. Phosphates and Detergents.. Products for Agriculture.......... Intermediates, Plasticizers and Functional Fluids.......... Rubber and Oil Chemicals.... Electronics and Process Controls.................................. Petroleum Products................. Food Ingredients and Fine Chemicals............................... Textile and Paper Chemicals.. Heavy Chemicals...................... Other Products.......................... 26.2 23.0 9.4 8.9 8.4 5.8 5.4 5.1 2.7 2.5 1.8 .8 100.0 PER CENT INCREASE (DECREASE) FROM 1968 1964 (3) 31 8 32 11 34 9 74 (2) 40 1 28 14 101 2 12 4 28 9 43 0 28 ---- 4 38 The 1969 merger of Fisher Governor Company into Monsanto resulted in the issuance of Monsanto preferred stock in exchange for Fisher's outstanding common shares. Acquisition of full ownership in London-based Monsanto Chemicals Limited (MCL) was accomplished by issuance of Monsanto Textiles Limited loan stock in exchange for the publicly held one-third interest in MCL. Both new issues are convertible into Monsanto common stock. (More detail appears on page 17.) Fisher -- now operating as Fisher Controls Com pany, Inc., a Monsanto subsidiary -- produces automatic control valves and has headquarters in Marshalltown, Iowa. Pooling Fisher's capabilities with Monsanto's will accelerate development of process-control instruments for industry. In 1969, Monsanto created its 10th division: the Electronic Products & Controls Division. Fisher is a principal component. In addition, the division markets semiconductor materials, solid-state light and microwave devices and test and measurement instruments. If Monsanto's carefully designed growth program is to succeed, the company must extend its strengths and science-based capabilities into new businesses related to but differing from its present businesses. Thus the expenditure for research directed toward that goal was increased considerably from the 1968 level. To defend against inflation-caused profit ero sion. it was also necessary to put more dollars into the search for process improvements to lower costs. Marketing expenditures were boosted too. in response to sharpened competition. To maintain or strengthen market positions, marketing efforts had to be more aggressive and more innovative. It is unfortunate that spending had to be increased so sharply in a year beset by a slowing economy and mounting costs. But the decision was for the long term benefit of Monsanto and its shareowners. And this must always take precedence over short-term considerations. A number of products commanded higher prices in 1969. Yet, price attrition again was a serious problem although less so than in the three prior years. Declining selling prices were most prevalent in the area of man-made fibers. But price softness was evident in several other product groups. Although the 1969 sales increase could not offset the negative factors, the sales record was a good one. In fact, nine of Monsanto's 12 product groups ex ceeded year-earlier sales totals. Sales beyond U.S. borders, an important source of earnings, rose 8 per cent to $451 million, compared to $416 million in 1968. The year's capital expenditures of $219,872,000 were 63 per cent greater than the 1968 expenditures of $134,993,000. Monsanto is borrowing $60 million in multiple currencies to finance European invest ments. Study is under way to determine appropriate financing for domestic needs. A number of major expansion projects were under way or announced in 1969. Key products involved included Acrilan acrylic fiber; Saflex polyvinyl butyral sheet (interlayer for laminated safety glass); acrylonitrile for making plastics and fibers; highdensity polyethylene; semiconductor materials for electronic devices; chemicals for the manufacture of rubber products; polyester tire yarn; acetic acid and methanol for plastics production; and plasticizers, which enhance the properties of plastics. Construc tion of the parent company's 47th U.S. plant was almost complete at year's end. Located in Boulder, Colo., it will produce electronic instruments for testing and measuring. Eliminating pollution of the nation's air and water is a concern Monsanto has long shared with the government and the public. President Nixon has promised all-out government effort to clean the environment and Monsanto plans to have a major role in this activity. DSW 020727 STLCOPCB4006036 Having been an early leader in fighting pollution, Monsanto has experience which provides oppor tunity for expansion into a new business area vitally bearing on the public interest. The company now markets a number of pollution-control products and systems and is developing others. In 1969, Monsanto put additional thrust into its total effort by forming Monsanto Enviro-Chem Systems, Inc., as a separate company. This new subsidiary will offer equipment, services and systems to help solve many serious environmental problems while adding to Monsanto's profit potential. For one development in this area, the Cat-Ox system to remove sulfur dioxide air pollutant from the stack gases of coal-fired boilers, Monsanto re ceived a merit award from Chemical Engineering magazine in 1969. Two problems of major concern to the company may be acted upon by the U.S. government in 1970. One issue involves rising imports of man-made fibers and their derivatives. Despite a slowing U.S. market, 1969 imports of goods made wholly or partly from man-made fibers exceeded 1968's record volume by 23 per cent, with apparel imports rising 64 per cent. Obviously, the textiles industry, Monsanto's major customer, is being hurt. The Nixon Administration's attempts to get textile and apparel exporting countries to limit voluntarily their shipments to the United States have been unsuccessful to date. It appears that it will take an aroused Congress to force action, perhaps by legislation. A second problem facing Monsanto is govern ment restriction on imports of hydrocarbon raw materials for petrochemical production. While U.S. petrochemical producers must buy domestic liquid feedstocks at prices much above world-market prices, the government grants U.S. tariff cuts to overseas competitors using lower-priced raw materials. If U.S. petrochemical producers are permitted to buy world-priced hydrocarbon feedstocks, they will have a more competitive market position. Hopefully, a new government oil program to be announced in 1970 will correct the unfairness of the present situation. Monsanto was saddened in 1969 by the death of Herbert Hoover Jr., who had served the company with skill and dedication as a director. Mr. Hoover, son of the 31st U.S. president and himself a former U.S. undersecretary of state, was elected to the Board of Directors in 1958 and remained a member until his death. In November, the board elected two Monsanto officers to its membership. They are H. Harold Bible, vice president, administration, and John R. Eck. vice president, operations. Both are members of the Corporate Management Committee. A distinguished Monsanto director reached re tirement age this month and is leaving the board. He is Charles Allen Thomas, whose service to Monsanto included nine years as president and five as chairman. Dr. Thomas is a renowned scientist, an eminent business executive and an outstanding civic and educational leader. During his 34-year association with Monsanto, the company benefitted in many ways from his leadership. The Annual Review mailed with this Annual Report features employes. We think those who read it will share our respect and appreciation for the efforts of Monsanto men and women everywhere. Sincerely, Chairman of the Board President St. Louis February 24, 1970 The next annual meeting of the shareowners of the company is to be held at 10 a.m. Thursday, March 26, 1970, at the company's General Offices, 800 N. Lindbergh Blvd., St. Louis County, Mo. A formal notice of the meeting, together with a proxy statement and form of proxy, is being mailed to each shareowner. DSW 020728 STLCOPCB4006037 1969 OPERATIONAL HIGHLIGHTS Most Monsanto activities relate in some way to the manufacture and sale of products. Therefore 1969's more significant developments are discussed here primarily in terms of products and product uses. Information is classified by Monsanto's 12 product groups and treated on a worldwide basis. MAN-MADE FIBERS Monsanto's fiber sales dipped 3 per cent. Sales of Blue "C" nylon were much improved in Europe but sharply lower in the United States. Sales of Acrilan acrylic fiber gained significantly at home and abroad. Blue "C" polyester, which is offered only in domestic markets, had the largest percentage sales increase. Declining U.S. selling prices affected all three fibers, nylon especially. In 1969, Monsanto benefitted from a sharp up surge in the popularity of nylon pantyhose. Actionwear textured nylon yarn was an early development that helped Monsanto gain a strong position in this relatively new, rapidly expanding market. Monsanto's new 22N antistatic nylon for apparel use has been well received by makers and wearers of tricot lingerie. Garments made from 22N show little tendency to ride up or cling to the body. The fiber also resists apparent soiling and has good moisturetransport properties that help avoid the hot, sticky feeling associated with most nylon undergarments. Cadon nylon, a carpet fiber Monsanto introduced in 1968, has been adopted in many grades by leading mills. Available in multidye-level yams, Cadon has improved antistatic and soil-resistant properties. Capacity for Cadon was lifted 50 per cent in 1969. In Dundonald, Scotland, and in Echtemach, Luxembourg, Monsanto is adding capacity to pro duce nylon carpet fibers for European markets. In acrylic fibers, Monsanto more than held its own against U.S. competitors. Although rising garment and fiber imports caused price pressure in U.S. markets, significant growth was achieved through greater use of the Wear-Dated trademark on apparel. U.S. carpeting sales were retarded by reduced con struction of housing and by credit tightening. But these factors were somewhat offset by greater use of carpeting in playrooms and on porches and patios. Monsanto's solution-dyed acrylic fiber for outdoor uses continued to hold a strong position. It is generally expected that the U.S. government will impose flammability limits on carpet fibers. In 1969, Monsanto introduced a series of flameretardant acrylics, which are being well received. Capacity to produce Acrilan acrylic fiber was boosted to 225 million pounds annually in Decatur, Ala. The expansion was completed in November. Overseas expansions involving Acrilan were begun in the United Kingdom and within the European Economic Community. The first, which neared com pletion at year's end, will add 25 million pounds to annual capacity in Northern Ireland. The second is at a new site in Lingen, West Germany. In 1971, production of Acrilan is to start there at a yearly rate of 35 million pounds. Expansion of annual capacity to 60 million pounds has been planned. In 1969, Monsanto's new WD-2 polyester fiber for Wear-Dated apparel received good early acceptance. The fiber has a number of improved properties. Domestically, there has been sharp growth in the market for automobile tires belted with poly ester and glass. In fact, such tires have become standard equipment on some U.S. autos. In Decatur, Monsanto is installing equipment to eventually pro duce 60 million pounds of polyester tire yarn yearly. Start-up is expected by mid-1970. PLASTICS, RESINS AND COATINGS Sales of plastics and related products exceeded 1968 levels by 8 per cent. Healthy growth character ized most U.S. markets. Price firming was general. Performance outside the United States -- par ticularly in Europe, Latin America and the Far East -- was excellent as Monsanto served new markets in fast-developing areas of the world. Despite cutbacks in automotive production, use of Lustran ABS polymer in auto parts gained. Monsanto introduced platable ABS materials for making metallized parts. Use of Lustran by appliance makers also advanced. In 1969, Monsanto increased domestic ABS capacity and began an ABS expansion in Japan. DSW 020729 STLCOPCB4006038 Sales of Lustrex polystyrene -- used in making packages, housewares and small appliances -- rose. Styrene monomer, a raw material for ABS and polystyrene, was in good demand. Export sales were especially strong. Expansions began in Australia and in the United Kingdom. The latter, which is at the plant of an affiliate company, is based on new Monsanto-developed technology. Capacity for polyvinyl chloride -- used in building products, packages and home furnishings -- was boosted by Monsanto in Mexico and by associate companies in Japan and Spain. There was an increase in sales of high-density polyethylene, used in blow-molded bottles and other engineered products. Capacity to make the plastic was hiked to 180 million pounds annually in Texas City. As reported on page 1, Monsanto sold its low-density polyethylene business in 1969. Record overseas business helped total sales of Saflex polyvinyl butyral sheet, an interlayer for laminated safety glass, stay close to the 1968 level despite a decline in domestic auto production. Expansions in Trenton, Mich., and in Springfield, Mass., boosted Monsanto's capacity to produce the resin from which Saflex is made. Capacity to make Saflex itself will be increased in Trenton and in Ghent, Belgium, in 1970. And two new production units are scheduled for 1971 start-up. An associate company in Japan plans to make Saflex there. In 1969, the Japanese government approved the necessary technological agreements. To support phenolic, melamine and urea resin operations, formaldehyde capacity is being increased 20 per cent in Springfield. This will bring Monsanto's total formaldehyde capacity to nearly 500 million pounds a year. In 1969, Monsanto marketed new melamineformaldehyde resins for industrial baking finishes. Their expanding applications include coatings for metal coils, and enamels for autos and appliances. In Texas City, construction continued on units to make methanol and acetic acid -- the latter by a low-cost, high-yield process developed by Monsanto. Both are key raw materials from which Monsanto produces phenolic and polyvinyl acetate resins. Sales of molded and fabricated products for build ing and other uses topped 1968 levels. Such products are made and marketed domestically and in Canada, Mexico, Spain and the United Kingdom. Production of polyethylene film and sheet was near capacity as demand increased in agricultural and industrial film applications. Film capacity is being increased at two plants. In 1969, Monsanto again improved its position as a major supplier of plastic packages. Growing demand for Polyflex polystyrene film and sheet prompted expansions in Ligonier, Ind., in Belgium and in Japan. Sales of "see-through" meat trays (made of Polyflex) advanced substantially. Capacity to make vending cups was boosted in Bridgeview, 111. Cup sales rose in 1969. Consumer preference for plastic bottles helped blow-molded containers sell in record volume. The total market continues to grow about 15 per cent annually. The rapid trend to plastic is particularly evident in the cosmetic and pharmaceutical markets. An important long-range program to develop high-performance containers for beverages and foods was made public in 1969 when the Coca-Cola Company announced it was testing an experimental Monsanto plastic bottle. This developmental pro gram could lead to an important new business oppor tunity for Monsanto. PHOSPHATES AND DETERGENTS Sales of phosphates, detergent actives and related products were higher by 11 per cent. Enzymatic detergents gained popularity. In De cember, the company announced availability of two new detergent enzymes. They remove protein and carbohydrate stains from laundry. In its first full year of production, the unit produc ing sodium nitrilotriacetate (NTA) at the Alvin, Tex., plant operated at high levels. NTA is used mainly with sodium phosphates to improve deter gent performance. It has other applications in the textile, metal, paper and petroleum industries. Sales of the two basic detergent intermediates, alkylbenzene and sodium tripolyphosphate, again rose. So did sales of phosphates for food, dentifrice and industrial uses. Monsanto continued as a major producer of elemental phosphorus. All phosphorus furnaces operated smoothly, with production at record levels. Dequest organophosphorus compounds were more widely used as scale and corrosion preventives in DSW 020730 5 STLCOPCB4006039 COMPARATIVE CONSOLIDATED SALES, INCOME AND EARNINGS A SHARE, ON A QUARTERLY BASIS SALES: 1969 1968(2) (In Thousands) First quarter............. . $ 484,288 Second quarter......... ... 523,563 Third quarter........... ... 461,508 Fourth quarter......... ... 469,479 $1,938,838 $ 451,727 483,850 454,858 474,711 $1,865,146 Per Cent Increase Decrease 7.2 8.2 1.5 . // 4.0 INCOME: First quarter............. . $ 34,735 $ 29,138 Second quarter......... ... 37,381 33,537 Third quarter........... ... 22,497 25,596 Fourth quarter......... ... 21,494 27,332 $ lie.HtfW $ 115,603 19.2 11.5 12.1 21.4 .4 1969(1) 1968(2) Fully Fully Primary Converted Primary Converted EARNINGS A SHARE: First quarter........... . $ .99 Second quarter....... . 1.07 Third quarter.......... . .63 Fourth quarter...... . .59 $3.28 $ .96 1.03 .63 .59 $3.21 $ .82 .96 .72 .76 $3.26 $ .81 .92 .71 .76 $3.20 (1) Including extraordinary net credits aggregating $6,741,000, equivalent to 20 cents a share (primary) and 18 cents a share (fully converted). By quarters, the primary earnings a share were increased by 2 cents. 1 cent. 6 cents ana 11 cents, respectively. (2) Restated to reflect acquisitions in 1969. See note on page 17. treating industrial water. Phos-Chek P/30 fire re tardant for paints moved well. And ACL chlorine carrying compound gained in popularity as a dis infectant for swimming pools. In October, Monsanto had a successful start-up of its patented new solvent-extraction process for purifying crude phosphoric acid made by the wet process. The new technology is feasible for upgrading the acid into raw material from which industrial phosphate salts may be economically produced. PRODUCTS FOR AGRICULTURE Sales of these products rose 9 per cent despite a continuing unfavorable market for plant foods. Strong markets for Vlonsanto's crop-protection chemicals were primarily responsible for the over-all advance. Two new products -- Lasso herbicide for weed control in corn and soybeans and a package mix of Ramrod herbicide and atrazine for weed control in corn and sorghum -- aided the gain. Aggressive marketing helped Lasso win a signifi cant share of the soybean herbicide market. A pre emergence herbicide available in both liquid and granular form. Lasso does not have to be worked into the soil. Nor does the product leave a residue to interfere with succeeding crops. Late in the year, the U.S. Department of Agriculture extended clearance of Lasso in liquid form beyond corn and soybeans to include peanuts and certain types of cotton. The broader clearance also qualifies Lasso for aerial application, preplant incorporation and use in liquid fertilizers. Sales in 1970 are expected to benefit. Distinct advantages earned the combination of Ramrod and atrazine enthusiastic reception among growers of corn and sorghum. Premixing the two popular weed killers, formerly purchased separately, saves farmers time and trouble. Most established crop-protection chemicals also sold well. European demand for Avadex and Avadex BW wild-oat herbicides for use in small-grain crops and sugar beets continued strong. In October, a unit to formulate Avadex was completed in Antwerp, Belgium. In Australia and Canada, however, cut backs in wheat production due to weakened export markets led to slackened demand for Avadex BW. Sales of plant foods were disappointing again in 1969. Fertilizer overproduction kept prices at ex tremely low levels while overstocked customers held volume down. As a result, sales were below those of 1968. To improve its competitive position, Monsanto shut down obsolete ammonia, urea and nitrogensolution units in El Dorado, Ark. In an efficiency move, the company began transporting ammonia for ammonium nitrate fertilizer production from the Luling, La., plant to El Dorado by pipeline. Sales of animal products increased markedly despite intense foreign competition in feed additives. Advances in this area are expected to be achieved through the efforts of wholly owned Farmers Hybrid Companies, Inc. of Hampton, Iowa, a producer of hybrid seed corn and hybrid breeding swine. DSM 020731 STLCOPCB4006040 INTERMEDIATES, PLASTICIZERS AND FUNCTIONAL FLUIDS Sales of the group declined 2 per cent. A user and a supplier of intermediate chemicals, Monsanto made major strides in updating its technology and production units. In St. Louis, for example, rehabilitation and expansion will increase maleic anhydride capacity to 105 million pounds annually. Maleic goes into polyester plastics, farm chemicals and other products. Monsanto completed another maleic expansion in England. A unit being built at the plant near Alvin, Tex., will boost phenol capacity there to 400 million pounds a year. Phenol is basic in the production of plastics, medicinals and a variety of other products. An expansion begun in Bridgeport, N.J., will in crease Monsanto's total benzyl chloride capacity to 100 million pounds a year. The product is an inter mediate for making plasticizers, pharmaceuticals, plastics, bactericides and fungicides. In 1969, the phthalic anhydride unit completed earlier in Alvin proved inoperable. Consequently, the project had to be abandoned. Under construction in Texas City was a unit to make 130 million pounds of phthalic anhydride a year by another process. Phthalic is a raw material in producing paints, polyester resins and plasticizers. Plasticizers impart fire-resistance, flexibility and other desirable qualities to plastics. In 1969, the prices of certain high-volume plasticizers dipped to their lowest levels in five years. But demand was firm, except among wire and cable producers, whose own sales were hurt by reduced housing starts. Phosphate ester units neared completion at year's end in Bridgeport and in Sauget, 111. The esters give plastics flame retardance. New safety requirements in the building, automotive and textiles industries have heightened demand for the plasticizers. A 200-million-pound-per-year phthalate ester plas ticizer unit being built in Texas City will increase total capacity for this ester by 50 per cent. Production and packaging of Skydrol fire-resistant hydraulic fluid for aircraft began in France. Al though the prices of Skydrol and competing fluids were generally depressed, Monsanto held its firm position in world markets. Therminol fire-resistant heat-transfer fluid helped warm the air, water and fuel aboard the S.S. Manhat tan as the ship made its historic trip through the Northwest Passage. New uses for Therminol aboard ship, on offshore gas-processing platforms and in space-heating applications helped sales. Pydraul 312 fire-resistant hydraulic fluid for industry gained greater acceptance in die-casting and hot-metal working. RUBBER AND OIL CHEMICALS The group's total sales rose 1 per cent. Monsanto enhanced its position as a supplier of chemicals to the rubber industry, particularly in Europe. Plans were announced to install facilities in Antwerp, Belgium, for producing accelerators to speed rubber vulcanization. The company also an nounced plans to produce rubber chemicals for the first time in these three countries: Australia, Japan and Spain. In Akron, Ohio, Monsanto opened its new mar keting and research center. Three testing instruments, designed by Monsanto for use by makers of rubber products, were introduced in the year. As noted on page l, the company sold its petro leum-additives business late in 1969. ELECTRONICS AND PROCESS CONTROLS Sales of this group rose 14 per cent. Sales of test and measurement instruments gained. More than 25 such instruments were added to the line. Among Monsanto's 1969 innovations were digital read-out instruments employing solid-state numerics instead of conventional gas-discharge tubes. Silicon sales were sharply higher in 1969, as rapidly expanding markets challenged Monsanto's ability to produce. An expansion in St. Peters. Mo., doubled capacity to produce polished silicon wafers. In 1969, further expansion of silicon capacity began there and in Ruabon, Wales. Sales of solid-state light devices also rose. Increased desire of industry to utilize light-emitting semi conductors created more applications and greater demand for such devices. Monolithic and discrete light-emitting arrays for film-annotation systems, visible diodes and solid-state numerics moved well. In addition, a visible light-emitting diode was introduced to compete with subminiature incan descent lamps. Facilities were added at Cupertino, Calif., to produce these solid-state light devices. OSW 020732 STLCOPCB4006041 In January, 1970, the company introduced the first process-control instruments developed through the combined capabilities of Monsanto and its new subsidiary, Fisher Controls Company, Inc. Designed to control continuous processes in the chemical, petroleum and other industries, these instruments will be made and marketed by Fisher. PETROLEUM PRODUCTS There was a 2 per cent gain in sales of products such as natural gas, crude oil, gasolines, diesel fuels, motor oils, greases and asphalt-based materials. Prices of refinery products rose early in the year, following price hikes on crude oil. But most of the retail price increases eroded by year's end. Sales of branded gasoline gained as Monsanto continued to stress marketing through its own Lion and Red Bird service stations. Gains in crude-oil production trailed sizable growth in natural-gas production. Dwindling op portunities for exploration in traditional U.S. areas have led to a new emphasis on exploration in other world areas. In 1970, groups in which Monsanto holds interests will do exploratory drilling in the Java Sea and in the Dutch North Sea. FOOD INGREDIENTS AND FINE CHEMICALS Sales of this product group advanced 4 per cent. Vanillin was a major contributor to the gain. Despite price pressure from imports, sales of the vanilla-like flavoring reached record levels. An ex pansion to double Monsanto's vanillin capacity got under way in Seattle. Saccharin, a long established nonnutritive sweet ener, was under similar price pressure. But its sales, which topped prior records, benefitted from a new U.S. ban on cyclamate sweeteners in foods and soft drinks. Raw material for the production of fumaric acid was in short supply. Sales of fumaric, which gives tartness to processed foods, consequently suffered. Bulk aspirin sales were greater than ever. Four flavor potentiators were introduced to the food industry. They impart improved taste and unique flavors to a variety of foods. TEXTILE AND PAPER CHEMICALS Sales of chemicals for the manufacture of textiles and paper were up 9 per cent. Acrylonitrile, a raw material for acrylic and nylon fibers, continued in strong demand. Consequently production units operated at capacity. In the United Kingdom, construction of an acrylonitrile plant to supply the European market neared completion. New formulations of Mersize paper-sizing agent were introduced for production of paperboard. Their low-foaming characteristics give users increased operational efficiency. HEAVY CHEMICALS Sales of heavy chemicals were at the 1968 level. Capacity to make sulfuric acid was expanded in Everett, Mass., and in Lecheria, Mexico. Other heavy chemicals, particularly caustic potash and muriatic acid, moved well. Salt production on Cote Blanche Island, La., was at a record high level. OTHER PRODUCTS In 1969, AstroTurf recreational surface was in stalled in 13 major sports facilities. Among locations installing AstroTurf in 1970 are St. Louis's Busch Memorial Stadium, San Francisco's Candlestick Park and new stadiums in Cincinnati and Phil adelphia. There are now 36 major installations of AstroTurf completed or under contract. In 1969, a third unit to make AstroGrass land scaping and decorative surfaces was added in Pensa cola, Fla. Developmental work was intensified on new action-oriented surfaces expected to have wide spread consumer appeal. Developmental polymer-based composites drew new interest. One such product is Tytron heavy-duty flooring. Engineered to compete with terrazzo in heavy-traffic areas, the flooring is lightweight, easy to maintain and wear-resistant. GROSS ADDITIONS TO PROPERTY AND DEPRECIATION 1960.................................. 1961.................................. 1962.................................. 1963.................................. 1964.................................. 1965.................................. 1966.................................. 1967..........................1.... 1968.................................. 1969.................................. Property Additions Depreciation. Obsolescence and Depletion (Thousands of Dollars) 122,100 79,988 155,130 87,778 170,169 98,655 115,686 115,723 219,642 121,385 299,078 134,781 219,557 154,021 166,415 165.160 134,993 174,268 219,872 163,725 DSW 020733 STLCOPCB4006042 INDEX OF HOURLY WAGE RATES, PRICES OF RAW MATERIALS AND SELLING PRICES PARENT COMPANY Cerex spunbonded fabrics, produced directly from molten polymers by a unique Monsanto process, were introduced for industrial applications in 1969. Initial commercial use is in carpet underlay. Other applications as reinforcement for coated materials are being explored. Another interesting material introduced in 1969 is Durette fireproof fabric. In cooperation with Baylor College of Medicine, Monsanto announced successful use of a polyelectro lyte material to monitor the presence of virus in public waters. Capable of alerting public health authorities to viral strains in their communities, these materials also can remove viruses from con taminated water supplies. Two units to treat liquid waste were completed in 1969 by Monsanto Biodize Systems, Inc. Both are meeting all guarantees and operating above design criteria. Construction began on two more units, and contracts for seven others were signed or under negotiation. Increasing sales are expected in 1970 as more plants move to clean their waste. Sales of Brink mist eliminators for air-pollution control again increased. Besides removing mists from gas streams, the devices recover usable products from the gases. Technical and process-design phases of Monsanto's Cat-Ox system to remove sulfur dioxide and par ticulates from power-plant gases were completed. The prototype unit built in 1968 at Portland, Pa., again operated successfully. Legislative pressure on industry will have major influence on the size and growth rate of the market for such systems. During the year, Monsanto designed and built a 25-ton-per-day prototype plant to dispose of munici pal solid wastes. Its technology is being tested to provide the design basis for future plants of this type. Sales of sulfuric acid plants rose. The company had 22 Monsanto-designed acid plants under con struction at year's end. Activities in other processdesign fields, including chlorine and detergent plants, also accelerated. BUSINESS ABROAD Business beyond U.S. borders continued to gain. Monsanto is targeting to become a top interna tional company in the 1970s. And an appropriate 0$w 020734 9 STLCOPCB4006043 program has been drafted and implemented. Ft pro vides for emphasis on product lines in which the company has strong competitive positions: disin vestment in lines which fail to meet minimum profit standards; and diversification into growing, areaoriented businesses offering high profitability. In 1969. outside the United States. Monsanto had 38 plants in 12 countries. 45 sales offices in 30 coun tries, 145 sales agents in 96 countries and almost 16,000 employes. RESEARCH AND DEVELOPMENT In 1969, as in previous years, Monsanto spent a large share of income on research, development, patent work and basic engineering. Such expendi tures rose from S86.3 million in 1968 to S101.5 million in 1969. Sizable sums went into expanding new Monsanto businesses. There was major investment in explora tory research at the edges of existing technology, especially by the New Enterprise Division, hopefully to build sound bases for future businesses. And addi tional dollars were spent on research into totally new areas which may offer future opportunities. In 1969, 19 major new products were introduced, some in a variety of models or forms. Many are mentioned elsewhere in this report. To support established businesses, research was directed toward the quest for lower-cost processes and improved models of existing products. In 1969, Monsanto received 529 U.S. patents and 1,286 patents in other countries. Both the Central Research Department and wholly owned Monsanto Research Corporation (MRC) contributed significantly to Monsanto's environ mental-control efforts. Central Research has work under way to provide fundamental support to newly formed Monsanto Enviro-Chem Systems, Inc. New approaches to reducing or eliminating some major air and water pollution problems are under study. MRC -- which operates Mound Laboratory in Miamisburg, Ohio, for the Atomic Energy Com mission (AEC) -- utilized its expertise to assist in the greatest space adventure of the decade -- the Apollo 11 and 12 moon flights. A unique nuclear heating system designed and fabricated for Apollo 11 protected scientific instrumentation from the cold lunar night. Another plutonium 238 capsule, fueled and fabricated at Mound for Apollo 12, is the energy source for the first atomic-fueled electrical power generator left on the moon. Seventeen patent applications have been filed in the field of reinforced composites as a result of the joint project with Washington University under a contract with the U.S. Department of Defense. Reinforced composites are expected to make possible the construction of stronger, lighter-weight aircraft. PERSONNEL The 1969 recruiting effort was unusually successful. More than 900 professional personnel joined the company. Approximately 1,500 managerial or pro fessional employes participated in formal training programs to accelerate development of critical job skills or management techniques. SHAREOWNERS OF RECORD Men........................... 1969 Number of Shareowners Number of Shares 39,918 4,799,621 1968 Number of Shareowners Number of Shares 36,605 4,834,777 1967 Number of Shareowners Number of Shares 37,094 5,004,713 1966 Number of Shareowners Number of Shares 32,301 4,583,590 Women...................... 34,062 3,919,326 32,963 3,897,063 32,811 3,961,870 29,983 3,837,791 Joint Accounts........... 26,502 1,441,638 24,929 1,326,692 24,541 1,282,708 19,030 952,801 Charitable Institutions. 425 175,112 451 181,040 511 200,787 508 206,202 Educational Institutions 103 65,984 125 139,198 147 202,529 143 208,153 Estates and Trusts_ _ _ 13,064 1,725,115 12,644 1,726,361 12,363 1,771,876 10,429 1,795,397 Insurance Companies.. 166 895,333 184 1,207,856 228 1,317,139 267 1,279,902 Brokers and Nominees. 2,138 18,818,762 2,041 18,649,909 1,999 18,186,175 1,900 18,429,055 All Others.................. 1,778 1,247,471 1,596 1,046,024 1,669 1,034,208 1,377 1,015,932 Total............... 118,156 33,088,362 111,538 33,008,920 111,363 32.962,005 95,938 32,308,823 1965 Number of Shareowners Number of Shares 32,084 4,610,890 29,211 3.872,397 18,431 897,004 488 204,768 128 197.391 9,770 1,723,319 270 1,322,827 1,800 17,853,952 1.356 951.809 93.538 31.634.357 in 1969, 68 per cent of Monsanto shareowners held fewer than 100 shares. DSW 020735 STLCOPCB4006044 Despite a difficult economic climate, 19 new union contracts were successfully negotiated and an exist ing contract was extended. Twelve of the new con tracts were for three-year periods: five were for two years; two were for one year. Strikes occurred in Anniston. Ala.; Ligonier, Ind.; Trenton. Mich.; and Yardville. N.J. None was of extended duration. Accident prevention was again emphasized in all operations. Although the injury frequency exceeded 1968's record-breaking low, Monsanto continued as an industry leader in safety, domestically and abroad. Responding to the need for greater corporate involvement in urgent social problems, Monsanto continued to cooperate with the National Alliance of Businessmen by providing jobs and training opportunities for disadvantaged groups. Several key management changes took place in 1969. Among these were the elections of four divisional general managers to vice presidencies: Anthony J. A. Bryan, Dr. Louis Fernandez. Dr. Richard S. Gordon and Howard L. Minckler. Fernandez also moved from general manager of the Inorganic Chemicals Division to general mana ger of the Textiles Division. Cecil P. Cunningham succeeded him as Inorganic's general manager. Edmond S. Bauer was named general manager of the Agricultural Division, succeeding Robert R. Rumer, who resigned. And Richard K. Flitcraft became general manager of the new Electronic Products & Controls Division. ACCOUNTANTS' OPINION HASKINS & SELLS CERTIFIED PUBLIC ACCOUNTANTS Monsanto Company; 515 OLIVE STREET SAINT LOUIS 63101 We have examined the accompanying consolidated financial statements (pages 12 through 19) of Monsanto Company and its subsidiary companies for the year ended December 31, 1969. Our examination was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. In our opinion, such financial statements present fairly the financial position of Monsanto Company and its subsidiaries at December 31, 1969 and the results of their operations and source and application of their funds for the year then ended, in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding year. February 9, 1970 DSW 020736 11 STLCOPCB4006045 MONSANTO COMPANY STATEMENT OF CONSOLIDATED FINANCIAL ASSETS Current Assets: Cash.......................................................................................... Marketable securities, at cost which approximates market Net receivables........................................................................ Inventories................................................................................ 1969 1968 (In Thousands) $ 30,816 $ 26,116 21,744 88,850 390,321 347,767 373,915 816,796 336,862 799,595 Investments and Miscellaneous Assets, at Cost or Less: Investment in and advances to associates................... Miscellaneous investments and receivables................. 14,113 81,707 95,820 12,190 67,781 79,971 Property, Plant and Equipment, at Cost.................................................... Less accumulated depreciation and depletion, etc................................ Net property...................................................................................... 2,470,799 1,399,371 1,071,428 2,344,632 1,298,057 1,046,575 Deferred Charges 28,188 30,587 The above statement should be read in conjunction with pages 17, 18 and 19 of this report. $2,012,232 $1,956,728 12 DSW 020737 STLCOPCB4006046 AND SUBSIDIARIES POSITION AT DECEMBER 31. 1969 AND 1968 LIABILITIES Current Liabilities: Accounts payable and accruals................................................................ Income taxes.............................................................................................. Current portion of long term debt (less $1,000,000 debentures in treasury in 1968).................................................................................... Notes, Debentures, etc. -- Less Current Portion Above......................... 1969 1968 (In Thousands) $ 240,298 $ 217,723 39,957 49,244 27,001 307,256 12,926 279,893 454,035 472,816 Other Liabilities and Deferred Credits: Deferred income taxes.............................................................................. Miscellaneous............................................................................................. Minority Interests in Subsidiary Companies............................................ 31,599 11.519 43,118 3,142 38,167 8,759 46,926 2,746 Shareowners' Equity: Preferred stock -- authorized, 10,000,000 shares without par value, issuable in series; outstanding, 2,302,810 shares in 1969 and 2,292,350 shares in 1968, stated value $2.24 each, $2.75 dividend, cumulative, convertible and redeemable; involuntary liquidation preference, $35 a share, or an aggregate of $80,598,350 in 1969 and $80,232,250 in 1968..................................................................... Common stock -- authorized, 50,000,000 shares, par value $2 each; outstanding, 33,088,362 shares in 1969 and 33,080,199 shares in 1968..................................................................................................... Paid-in surplus............................................................................................ Retained earnings...................................................................................... 5.158 66,177 583,290 550,056 1,204,681 $2,012,232 5,135 66,161 583,715 499,336 1,154,347 $1,956,728 03 M 020738 13 STLCOPCB4006047 MONSANTO COMPANY STATEMENT OF CONSOLIDATED INCOME Net Sales.......................................................................... .... 1969 1968 (In Thousands) $1,938,838 $1,865,146 increase Oecrease $73,692 Cost of Goods Sold......................................................... .... 1,425,355 1,367,888 57,467 Gross Profit..................................................................... .... 513,483 497,258 16.225 Less: Selling and administrative expenses........................ .... Research, development, patent and engineering expenses.............................................. .... Operating Profit.............................................................. .... 221,105 101,479 322,584 190,899 197,265 86,281 283,546 213,712 23,840 15,198 39,038 22,813 Income Charges -- Net.................................................. .... 8,060 10,184 2,124 Income Before Income Taxes....................................... .... 182,839 203,528 20,689 Provision for Income Taxes: Current.......................................................................... .... Deferred (credit)........................................................... .... Income Before Extraordinary Credits.................... ... .... 80,041 (6,568) 73,473 109,366 89,433 (1,508) 87,925 115,603 9,392 5,060 14,452 6,237 Extraordinary Credits -- Net, Including Applicable Income Taxes of $3,859,000................. .... Net Income...................................................................... .... 6,741 $ 116,107 $ 115,603 6,741 $ 504 Earnings a Common Share: Primary: Before extraordinary items..................................... ...... Including extraordinary items....................................... Fully converted: Before extraordinary items..................................... ....... Including extraordinary items............................... ....... $3.08 . 3.28 3.03 3.21 $3.26 3.26 3.20 3.20 $.18 .02 .17 .01 The above statement should be read in conjunction with pages 17, IB and 19 of this report. 14 DSW 020739 STLCOPCB4006048 AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED PAID-IN SURPLUS AND RETAINED EARNINGS PAID-IN SURPLUS Balance at Beginning of Year: As previously reported..................................................................................... Adjustments -- see note on page 17............................................................. As restated......................................................................................................... Additions: Excess of amounts received over the stated or par value of shares of pre ferred and common capital stock issued under stock option plans....... Credits resulting from exercise of stock options of subsidiary company prior to acquisition........................................................................................ Deductions: Pro-rata portion of excess of cost over par value of shares of common capital stock in treasury, issued to effect the acquisition, in pooling of interests transactions, of equities in subsidiary companies (see Re tained Earnings below)................................................................................. Balance at End of Year....................................................................................... R ETA I NED EARNINGS Balance at Beginning of Year: As previously reported............................................................................... Adjustments -- see note on page 17...................................................... As restated.................................................................................................. Addition -- Net Income for the Year............................. ............................ Deductions: Dividends on capital stock of parent company: Preferred -- at the annual rate of $2.75 a share....................... Common -- $1.80 a share in 1969 and $1.65 a share in 1968 Dividends of subsidiary companies prior to acquisition.............................. Pro-rata portion of excess of cost over par value of shares of common capital stock in treasury issued to effect the acquisition, in pooling of interests transactions, of equities in subsidiary companies (see Paid-in Surplus above)............................................................................................... Other (credit)..................................................................................................... Balance at End of Year The above statements should be read in conjunction with pages 17, 18 and 19 of this report. 1969 1968 (In Thousands) $579,304 4,411 583,715 407 665 584,787 $581,134 4,035 585,169 1,636 376 587,181 1,497 $583,290 3,466 $583,715 $480,482 18,854 499,336 116,107 615,443 2,180 58,993 61,173 1,941 $431,618 15,222 446,840 115,603 562,443 54,032 54,032 3,146 2,391 (118) 65,387 $550,056 5,929 63,107 $499,336 OSW 020740 15 STLCOPCB4006049 MONSANTO COMPANY AND SUBSIDIARIES CONSOLIDATED SOURCE AND APPLICATION OF FUNDS Source of Funds: TOTAL From operations: Net income............................................... Non-cash charges to income: Depreciation, depletion, etc.................. Goodwill write-off................................... $ 593,816 791,955 6,075 1,391,846 1969 $116,107 163,725 279,832 1968 1967 (In Thousands) $115,603 $111,704 174,268 165,160 289,871 276,864 1966 $120,409 154,021 6,075 280,505 '.965 $129,993 134,781 264,774 Outside financing: 4%%-4%% promissory notes................... 4V4% sinking fund debentures........................ Subsidiary company prior to acquisition.. Foreign subsidiaries................................................. Net book value of fixed assets retired........ Common and preferred shares issued un der options....................................................................... Other -- net......................................................................... 100,000 25,000 9,000 52,182 53,067 14,300 20,778 12,600 24,365 962 13J14 1,600 11,758 2,137 6,231 2,250 8,696 563 4,372 25,000 6,750 5,206 7,346 2,396 4,833 75,000 25,000 32.776 902 3,242 8,212 1,624,617 304,205 299,135 284,001 322,370 414,906 Application of Funds: Dividends on common shares............................... Dividends on preferred shares.................... Dividends of subsidiaries prior to acquisition Plant additions and replacements.................... Retirement of long term debt..................... Increase in working capitate.................... Increase -- decrease in cash and securities 259,688 2,180 13,609 1,039,915 89,775 252,537 33,087 $1,624,617 58,993 2,180 1,941 219,872 17,306 66,319 62,406 $304,205 54,032 3,146 134,993 19,418 29,564 57,982 $299,135 51,347 2,953 166,415 31,692 49,407 17,813 $284,001 50,507 2,850 219,557 9,963 57,884 18,391 $322,370 44,809 2,719 299,078 11,396 49,363 7,541 $414,906 (1) Exclusive of c*h ind Mcuntta* and currant portion of long farm doM. Tha years 1963 throuch 1966 havo boon restated aa described on pa(a 17 of the Financial Review. Italics indicate deduction. 16 0SW 020741 STLCOPCB4006050 FINANCIAL R EVIEW Basis of Consolidation, etc. The accompanying financial statements consoli date all domestic and foreign subsidiaries in which Monsanto Company (the "Company") directly or indirectly has more than a 50 per cent interest. In August 1969, the Company issued 2.299,710 shares of its S2.75 preferred stock for all of the out standing common stock of Fisher Governor Com pany in a pooling of interests transaction. The Company also acquired equities in 1969 in three relatively small domestic companies in exchange for 86,368 shares of Monsanto treasury common stock and 71.279 newly issued shares of Monsanto com mon stock, all of which were accounted for as pool ing of interests transactions. Additionally, through its wholly-owned subsidiary, Monsanto Textiles Limited, the Company in 1969 acquired the remain ing 33`/s per cent publicly held ordinary shares of Monsanto Chemicals Limited in exchange for 5 per cent convertible loan stock of Monsanto Textiles Limited. The loan stock is guaranteed by Monsanto Company and is convertible into Monsanto common stock beginning in 1972 at the initial conversion price of S55 a share. Monsanto Chemicals Limited's pref erence stock held by the public was exchanged for nonconvertible loan stock of Monsanto Textiles Limited. The accompanying financial statements have been restated to reflect retroactively the operations of the companies acquired in poolings of interests, including the remaining 33!/j per cent minority interest in Mon santo Chemicals Limited. Financial statements prior to December 31, 1968, however, have not been re stated to include the operations of the three minor subsidiaries acquired in 1969, as the effect of such restatement would not be materiaL Depreciation, Obsolescence, Depletion Charges against income for depreciation, obsoles cence and depletion amounted to 5163,725,000, of which 5159,969,000 was depreciation and obsoles cence, and 53,756.000 depletion. In 1968, such charges were 5170,667,000 and 53,601,000. The use of the sum of the years digits method for computing depreciation on most of new assets acquired since 1954 was continued in 1969. The excess of depreciation provided by this method over straight line depreciation was S17.817.000 in 1969 and 522.925,000 in 1968. For income tax purposes only, the Company in 1962 adopted the guideline lives established for machinery and equipment by the United States Treasury Department. In ad dition, there are other timing differences which affect taxable income and enter into the determination of pretax accounting income in different periods. Net income is not affected by such differences since an amount equivalent to their tax effect is either charged or credited, as the case may be, to income through the provision for deferred taxes. Doubtful Accounts and Allowances The reserves for doubtful accounts and allowances were 515,413,000at December 31,1969and 514.390.000 at the end of 1968. Earnings a Common Share The primary earnings a share of common stock are based on the number of common shares out standing at the end of each year plus the number of shares issuable upon the conversion of the convertible loan stock of Monsanto Textiles Limited and the exercise of outstanding stock options. Net income used in this computation is after deduction of divi dends on the 52.75 preferred stock but before deduction of interest (less tax) on the convertible loan stock of Monsanto Textiles Limited. The fully converted earnings a share are based on the number of shares used in the determination of primary earnings, plus the number of common shares issuable upon conversion of the 52.75 preferred stock and upon conversion of the debentures of Monsanto International Finance Company. Net income used in this computation is before deduction of dividends on the 52.75 preferred stock and before deduction of interest (less tax) on the convertible loan stock of Monsanto Textiles Limited and on the debentures of Monsanto International Finance Company. DSW 020742 17 STLCOPCB4006051 Employes' Bonus The provision for employes' bonus in 1969 was 51.669.000. compared with S3.134.000 in 1968. On February 9, 1970, bonus awards aggregating S1.S83.600 were made to 11 officers and 933 other employes. Awards granted in 1969 totaled S3.985.300. gated S6.765.000 in 1969 and S5.016.000 in 1968. The investment credit was terminated as of April IS. 1969 by the Tax Reform Act of 1969. Due to transi tional rules, however, such termination did not materially reduce the amount of credit available for the year 1969. Equity in Associates The equity in the unaudited 1969 net income of 50 per cent-owned companies was S 1.940.000 com pared with SI.271.000 in 1968. Dividends of 5508,000 were received from these companies in 1969 and S501.000 in 1968. The equity in the unaudited net assets of such companies at December 31. 1969 was 516.876.000, which exceeded the carrying value of the investment therein of S14,113.000 by $2,763,000. Equity in Foreign Subsidiaries The Company's equity in the net assets of foreign subsidiary companies was 5232,895,000 at Decem ber 31, 1969 and 5203,107,000 at the end of 1968. Inventory Valuation Inventories are stated at the lower of cost or mar ket. determined generally on the first-in. first-out basis. Annual rate of turnover was 4.0 in 1969 and 4.2 in 1968. Leases The Company has a number of lease agreements covering the use of transportation and other equip ment, certain buildings, and retail outlets, which are generally cancellable without penalty. For the most part, the agreements are short term, with a few extending up to 20 years. The annual rental for leases having a life of more than three years amounts to approximately 515,000,000. Extraordinary Credits -- Net The extraordinary net credits of S6,741,000 result from the sales of the Company's domestic low density polyethylene resin business and the bulk of the pe troleum additives business of the Company and an English subsidiary, aggregating 54,732,000, from in come tax benefits of 51,148,000 from loss carry for wards of certain foreign subsidiary companies, and from other items aggregating 5861,000. Incoma Taxes The Company's federal income tax returns have been examined for all years through 1963. Examina tion by the Internal Revenue Service of the return for the year 1964 has been largely completed, and returns for the years 1965 and 1966 are presently . under examination. It is believed that adequate pro vision has been made in the accounts for any additional taxes that may be assessed. The Revenue Act of 1964 provided for a credit against federal income taxes equal to approximately 7 per cent of expenditures for machinery and equip ment purchased .and placed in service during the year. The Company has consistently followed the practice of reducing its provisions for current income taxes by the amount of its investment credits, which aggre Legal Proceedings The staff of the Federal Trade Commission is presently investigating the Fisher Governor merger. The Company cannot predict whether the Commis sion will issue a complaint challenging the merger or the outcome of any litigation that might ensue. The Company and its subsidiaries are also defend ants in a number of lawsuits and patent infringement actions. While the results of litigation cannot be predicted, management, based upon advice of Company counsel, believes that the final outcome of such litigation will not materially adversely affect the financial position or operations of Monsanto and its consolidated subsidiaries. Liabilitio* -- Contingent The Company and its subsidiaries were contin gently liable as guarantors of bank loans and for customers-' receivables discounted aggregating ap proximately 512,500,000 at December 31, 1969 and 513,000,000 at the end of 1968. Long Torm Oobt The long term debt of the Company and its sub sidiaries at December 31, 1969 and 1968, exclusive of current maturities, was as follows : OSW 020743 STLCOPCB4006052 Parent company: 4;/2%-4%% promissory notes, due 1970/1975 (see note below) 2,65% debentures, due 1971 . 3S% sinking fund debentures, due 1972 3;-'% promissory notes, due 1972 6% bank ;oan, due 1976. 4'?% notes, due 1976 .. 4i'4% promissory notes, due 1993 33i% income debentures, due 2002. . 4-a% income debentures, due 2008 1969 1963 (In Thousands) $ 85,000 16 000 7.000 9 912 5 724 2.720 100.000 91.000 50.000 $100,000 17,000 7,500 15.712 6 816 2.920 100.000 91.000 50.000 Monsanto International Finance Company: 4'v-t% guaranteed sinking fund debentures, due 1985 25,000 25.000 Monsanto Textiles Limited (English subsidiary): 8ank loans (Vz% over bank rate) due 1969 8ank loans (1% over bank rate) due 1970/1974 5% guaranteed loan stock due 1982/1986 5% guaranteed loan stock due 1992/1997 guaranteed loan stock due 1492/1997........................ . -- 11,970 25.920 3,600 3.600 4.174 25.920 3.600 3.600 Monsanto Chemicals Limited (English subsidiary): 6% debentures, due 1977/1982................... 5% debentures, due 1982................ .. 5.601 6.710 5.867 6,922 Monsanto Cie S.A. (a Luxembourg subsidiary): 43/4% bank loans due 1970-1971.................... 2,004 4.008 Monsanto Mexicana S.A.: 10.5% bank loan due 1970/1973................ 960 1.280 Other subsidiaries.................................................. 1,314 1.497 Total............. $454.035 $472.816 Note: The Credit Agreement covering the 4^%-4%% promissory notes was amended on July 15. 1969 to provide that, at the option of Monsanto Company, an aggregate of up to $55,000,000 of the notes due m quarterly installments beginning May 15, 1970 and ending November 15. 1972 may be repaid in equal quarterly installments beginning February 15. 1975 and ending November 15. 1976. If this option is exercised, the interest rate on that portion of the loan will be l/2% above the prime rate. Monsanto International Finance Company Debentures The $25 million of 4!4 per cent sinking fund debentures due 1985 of Monsanto International Finance Company, which are fully guaranteed by Monsanto Company, are currently convertible into Monsanto common stock at $89 a share, subject to further adjustment under certain conditions. Pension Plans The Company and its subsidiaries have several pension plans covering substantially all of their employes, including certain employes in foreign countries. The total pension expense for the years 1969 and 1968 was approximately $30,068,000 and$27,701,000, respectively. The expense includes, as to certain of the plans, amortization of unfunded actuarial liability generally over a period of 30 years. It is the policy to fund pension cost accrued. The actuarially computed value of vested benefits for the plans of the parent company and certain domestic subsidiaries as of December 31, 1969 was approxi mately equal to the related pension funds. Preferred Stock The $2.75 preferred stock is convertible at any time into Monsanto common stock at the initial rate of 1.12 shares of common stock for each share of preferred stock, subject to adjustment in certain events under antidilution provisions. The 52.75 pre ferred stock may be redeemed at any time on or after August 12, 1974 at $73 a share, which amount is also the voluntary liquidation preference. Repairs Repairs and maintenance charges included in operating expenses were $121,971,000 in 1969 and $114,422,000 in 1968. Shares Reserved At December 31, 1969 there were 28,700 shares of $2.75 preferred stock reserved for stock options, and 4,487,642 shares of common stock reserved for the following purposes: Shares Conversion of $2.75 preferred stock.................................... 2,579.147 Stock option plans............................................................ 1,156,325 Conversion of convertible loan stock of Monsanto Textiles Limited............................................................ 471.272 Conversion of debentures of Monsanto International Finance Company.................................................. 280,898 Total................................................................ .. 4,487,642 Stock Options The status of the authorized common shares of the stock option plans for key employes and the changes occurring during the year were: 1960 Plan Outstanding 1/1/69................. ................155,348 ........Unoptioned 1/1/69.................. ........Authorized during year........... ........Optioned during year............... -- -- -- Exercised during year.............. ................ 7,763 Expired during year.................. ................ 4,056 Terminated during year.......... ................ 8,779 Outstanding 12/31/69........... ................ 134.750 ........Unoptioned 12/31/69............. -- 1964 Plan 581,306 7,698 -- 20,680 400 353,963 15,542 232.081 -- 1969 Plan -- 950.000 758,350 -- -- 1.000 757,350 192.650 Under the above three key plans, 944 options were outstanding, at prices, after adjustment for stock dividends, ranging from $34.04 to $97.18 a share, or a weighted average of $48.06 a share. Upon merger of Fisher Governor Company into Monsanto Company, the outstanding stock options granted by Fisher under its plans were assumed by Monsanto by substitution for each share of Fisher common stock subject to such options one share of Monsanto's $2.75 preferred stock. The status of the shares under these plans and the changes occurring during the period were: Outstanding 8/12/69................................................................................ 31,800 Unoptioned 8/12/69.................................................................................. None Exercised during period............................................................................. 3,100 Outstanding 12/31/69.............................................................................. 28,700 Under these plans, 74 options were outstanding, at prices ranging from $20.45 to $46.50 a share, or a weighted average of $36.75 a share. DSW 020744 19 STLCOPCB4006053 MONSANTO COMPANY HISTORICAL STATEMENT OF (In millions) ASSETS Current Assets: Cash........................... Marketable securities Net receivables....... . Inventories................ 1969 1968 1967 1966 1965 10 YEARS AGO 1959 25 YEARS AGO 1944 $ 30.8 21.8 390.3 373.9 816.8 $ 26.1 $ 25.7 88.9 31.3 347.8 324.5 336.8 313.4 799.6 694.9 28.9 $ 35.0 $ 34.0 45.9 58.2 122.3 308.2 275.7 120.4 300.9 277.2 132.0 683.9 646.1 408.7 $10.7 2.5 11.2 15.5 39.9 Investments, etc...................................... 95.8 80.0 78.9 86.9 87.3 62.8 4.8 Property: Land...................................................... Buildings............................................... Machinery and equipment................. Phosphate deposits............................ Producing oil and gas properties....... Undeveloped oil and gas leaseholds. Accumulated depreciation, etc.......... Accumulated depletion....................... Net property.................................. 30.3 381.6 1,933.4 11.8 103.8 9.9 1,355.1 44.3 1,071.4 35.8 368.9 1,812.7 11.6 107.2 8.4 1,253.1 45.0 1,046.5 34.7 364.0 1,773.3 11.4 102.4 7.3 1,153.3 42.2 1,097.6 33.5 338.2 1,677.3 10.6 100.0 7.4 1,022.0 40.0 1,105.0 28.9 297.0 1,540.9 10.0 97.9 7.6 896.6 38.8 1,046.9 15.0 159.3 724.9 6.9 76.6 10.0 391.3 25.6 575.8 2.5 15.0 53.5 1.1 -- 35.4 .3 36.4 Deferred Charges................................... 28.2 $2,012.2 30.6 36.1 30.1 34.2 11.9 $1,956.7 $1,907.5 $1,905.9 $1,814.5 $1,059.2 .6 $81.7 (1) After deduction of tax notes of $13.8 million, italics indicate deduction. The years 1965 through 1968 have been restated as described on page 17 of the Financial Review. DSW 020745 20 STLCOPCB4006054 and subsidiaries CONSOLI DATED FINANCIAL POSITION (in millions) LIABILITIES 1969 Current Liabilities: Accounts payable and accruals......... $ 240.3 Income taxes........................................ 40.0 Current portion of long term debt___ 27.0 307.3 1968 1967 1966 1965 10 YEARS AGO 1959 25 YEARS AGO 1944 $ 217.7 $ 197.6 $ 205.7 $ 209.3 $ 49.3 52.2 64.8 62.8 12.9 11.2 17.2 9.8 79.2 53.6 12.3 279.9 261.0 287.7 281.9 145.1 $ 8.5 <`>1.1 -- 9.6 Notes, Debentures, etc.......................... 454.0 472.8 492.4 520.3 500.8 299.1 -- Other Liabilities and Deferred Credits: Deferred income taxes........................ Miscellaneous...................................... 31.6 11.5 43.1 38.2 8.7 46.9 39.7 9.4 49.1 42.7 7.2 49.9 43.8 9.8 53.6 33.6 3.0 36.6 -- 4.5 4.5 Minority Interests in Subsidiaries....... 3.1 2.7 2.0 3.6 3.1 21.6 2.8 Shareowners' Equity: Preferred stock.................................... Common stock..................................... Paid-in surplus..................................... Retained earnings............................... 5.2 66.2 583.3 550.0 1,204.7 $2,012.2 ' 5.1 . 66.2 583.7 499.4 5.1 65.9 585.2 446.8 5.0 64.6 555.0 419.8 5.0 63.3 528.1 378.7 -- 53.4 230.5 272.9 1,154.4 1,103.0 1,044.4 975.1 556.8 $1,956.7 $1,907.5 $1,905.9 $1,814.5 $1,059.2 21.0 12.7 12.9 18.2 64.8 $81.7 OSW 020 746 21 STLCOPCB4006055 MONSANTO COM PA NY HISTORICAL STATEMENT OF CONSOLIDATED INCOME (in millions except per share earnings) 1969 1968 1967 1966 1965 10 YEARS 25 YEARS AGO AGO 1959 1944 Net Sales.................................................. $1,938.8 Cost of Goods Sold.................................. 1,425.3 Gross Profit.............................................. 513.5 $1,865.1 1,367.9 497.2 $1,705.3 $1,679.0 $1,526.5 1,255.8 1,219.2 1,073.7 449.5 459.8 452.8 $875.0 614.4 260.6 $96.1 71.9 24.2 Less: Selling and administrative................... Research, development, patent and engineering........................................ 221.1 101.5 322.6 Operating Profit...................................... Income Charges -- Net.......................... 190.9 8.1 Income Before Income Taxes................ Provision for Income Taxes................... Income Before Extraordinary Credits.. 182.8 73.4 109.4 Extraordinary Credits -- Net................. 6.7 Net Income..................................................................... $ 116.1 197.2 86.3 283.5 213.7 10.2 203.5 87.9 115.6 $ 115.6 179.6 172.8 163.5 84.2 263.8 76.0 248.8 69.9 233.4 185.7 211.0 219.4 8.9 8.4 4.6 176.8 71.5 202.6 82.2 214.8 84.8 105.3 120.4 130.0 6.4 - - $ 111.7 $ 120.4 $ 130.0 74.2 35.9 110.1 150.5 5.7 144.8 70.0 74.8 - $ 74.8 6.7 2.2 8.9 15.3 (1.6) 16.9 11.8 5.1 $ 5.1 Earnings a Common Share(1): Primary: Before extraordinary items.............. Including extraordinary items......... Fully converted: Before extraordinary items.............. Including extraordinary items......... $3.08 3.28 3.03 3.21 $3.26 3.26 3.20 3.20 $2.96 3.15 2.92 3.10 $3.48 3.48 3.40 3.40 $3.86 3.86 3.73 3.73 $2.80 2.80 2.80 2.80 $.37 .37 .37 .37 (1) Adjusted for splits. The years 1965 through 1968 have bean restated as described on page 17 of the Financial Review. DSW 02074? 22 STLCOPCB4006056 and subsidiaries OTHER DATA (In millions except where italicized) 1969 1968 Plant additions and replacements......... $ 219.9 $ 135.0 1967 $ 166.4 1966 $ 219.6 1965 $299.1 10 YEARS 25 YEARS AGO 1959 A19G4O4. $ 76.9 $ 6.0 Depreciation, depletion, etc.................... $ 163.7 $ 174.3 $ 165.2 $ 154.0 $134.8 $ 76.4 $ 7.2 Dividends a common share....................... $1.80 51.65 51.60 51.60 51.45 SI.00 5.25 Book value a common share(1)............... 536.25 534.74 533.31 532.17 S30.67 S20.86 53.84 Common shares(1)........................................ 33.1 33.1 33.0 32.3 31.6 26.7 11.4 Preferred shares............................................. 2.3 2.3 2.3 2.3 2.3 - .2 Working capital........................................ $ 509.5 $ 519.7 $ 433.9 $ 396.2 $364.2 $263.6 $30.3 Long term debt (less current maturi ties).................................................................. $ 454.0 $ 472.8 $ 492.4 $ 520.3 $500.8 $299.1 - Shareowners' equity..................................... $1 ,204.7 $1,154.4 $1,103.0 $1,044.4 $975.1 $556.8 $64.8 Employesc2)..................................................... 64,604 62,815 62,073 60,697 58,817 34,889 11.523 Shareowners: Common........................................................ Preferred................................................ 118,156 3,621 111,538 -- 111,363 -- 95,938 -- (1) Adjusted for splits. (2) Includes Monsanto employes in plants operated tor U. S. Government (1.837 in 1969). The years 1965 through 1968 have been restated as described on page 17 of the Financial Review. 93,538 -- 78.675 - 10.560 3,270 DSW 020748 ' 23 STLCOPCB4006057 MONSANTO'S WORLDWIDE INTERESTS Included among Monsanto's member companies around the world are those appearing in the following list. Per cent ownerships, in some cases rounded to the nearest whole number, are noted parenthetically. UNITED STATES: Fisher Controls Company, Inc. (100%) manufactures and markets automatic control equipment. Subsidiaries In Canada and Mexico. George Lueders ft Co., Inc. (100%) manufactures essential oils, flavors and fragrances. Monsanto Enviro-Chem Systems, Inc. (100%) was formed to develop and market engineered pollution-abatement systems. Works in conjunction with Leonard Construction Company (100%), a design and construction firm, and Monsanto Blodlze Systems, Inc. (80%), which develops and markets plants for removing water pollutants from industrial and municipal wastes. Monsanto International Finance Company (100%) was formed to obtain funds abroad to help finance overseas expansion. Monsanto Research Corporation (100%) conducts research for government agencies and for Monsanto; produces nuclear sources; operates a government-owned laboratory for the Atomic Energy Commission. CANADA: Monsanto Canada Ltd. (100%) manufactures chemicals and plastics raw materials. Plax Canada Ltd. (50%) produces plastic blownware. MEXICO: Monsanto Mexlcana S.A. (100%) produces chemlcals, plastics raw materials and building products. A subsidiary makes plastic consumer products. CENTRAL AND SOUTH AMERICA ARGENTINA: Monsanto Argentina S.A.I.C. (100%) manu factures chemicals and plastics raw materials. COLOMBIA: Fabrics de Hllazas Vanyton S.A. (49%) produces nylon 6 yarns. PANAMA: CHemstrand Overseas S.A. (100%) and Monsanto Overseas S.A. (100%) handle certain investments outside the United States. VENEZUELA: Monsanto Venezuela, Inc. (100%) produces petroleum. EUROPE AND MIDDLE EAST BELGIUM: Monsanto Europe SJL (100%) manufactures plastics and chemicals in Belgium and conducts marketing activities throughout Europe. FRANCE: Sodete Monsanto (100%) makes plastics raw ma terials and plastic containers. ISRAEL: Israel Chemical Fibres Ltd. (60%) manufactures Acrilan acrylic fiber. LUXEMBOURG: Monsanto Cle S.A.(100%) manufactures nylon-' 6,6 yams. SPAIN: Alscondel SJL (50%) makes consumer products of plastics. A subsidiary produces chemicals and plastics raw materials. UNITED KINGDOM: Lansll Ltd. (100%) produces acetate flake and yam, textile fabrics and apparel. Monsanto Chemicals Ltd. (100%) manufactures chemicals, electronics materials, plastics and plastic* raw materials. Major subsidiaries produce plastics for construction and packaging. Monsanto Textiles Ltd. (100%) manufactures Acrilan acrylic fiber and nylon 6,6 yarns. ASIA AND AUSTRALIA AUSTRALIA: Australian Petrochemicals Ltd. (55%) manu factures raw material for plastics and rubber. Monsanto Australia Ltd. (100%) makes chemicals and plastics raw materials. An associate produces fluorocarbons. HONG KONG: Monsanto Far East Ltd. (100%) supervises mar keting of chemicals and plastics in the Asia-Pacific area outside Japan and Australia. JAPAN: Mitsubishi Monsanto Chemical Company (50%) manufactures chemicals, plastics and plastics raw materials. Monsanto's participation in international commerce and trade is further revealed in this listing of companies engaged in various activities on a more modest scale than those listed above. Omitted entirely are almost 100 sales agencies repre senting Monsanto in most parts of the world. Farmers Hybrid Companies, Inc. -- United States FRP Company -- United States Lenconco Construction Ltd. -- Canada Monoll Guatemala, Inc. -- Guatemala Monoll Indonesia, Inc. -- Indonesia Monoll Netherlands, Inc. --The Netherlands Monsanto Agricola de Nicaragua SJL -- Nicaragua Monsanto Centroamerlca (El Salvador) S.A. -- El Salvador Monsanto Centroamerlca (Guatemala) S.A. -- Guatemala Monsanto Chemicals of India Private Ltd. -- India Monsanto Chile Comerclal a Industrial Ltda. -- Chile Monsanto Colomblana, Inc. --Colombia Monsanto Comercio a Industrie Ltda. -- Brazil Monsanto (Deutschland) GmbH -- West Germany Monsanto Dominicana, Inc. -- Dominican Republic Monsanto GmbH -- Austria Monsanto Inter-America Company -- United States Monsanto Italians S.p.A. -- Italy Monsanto Japan Ltd. -- Japan Monsanto (Malaysia) Berhad -- Malaysia Monsanto (Nicaragua) S.A. -- Nicaragua Monsanto N.V. -- The Netherlands Monsanto Oils Ltd. -- Canada Monsanto Overseas Enterprises Company -- United States Monsanto Philippines, Inc. -- Philippines Monsanto Research SJL -- Switzerland Monsanto (Scandinavia) A.B. -- Sweden Monsanto Singapore Co. (Pte.) Ltd. -- Singapore Monsanto South Africa (Pty.) Ltd. -- South Africa Monsanto (Suisse) S.A. -- Switzerland Monsanto Thailand Ltd. -- Thailand Monsanto (Venezuela) C.A. -- Venezuela Monsei Electronic Instruments Ltd. -- Israel Sldaplax N.V. -- Belgium Sintetlcos Slowak S.A. -- Uruguay United Systems Corp. -- United States Wood Treating Chemicals Co. -- United States Western Region Roy L. Brandensuroe* Regional Vice Presidents Eastern Region Richard T. Clark Southern Region M. R. Dalton North Central Region Daniel J. Murphy Governmental Affairs Sam Pickard DSW 020749 STLCOPCB4006058 DIRECTORS AND OFFICERS BOARD OF DIRECTORS OFFICERS Charles H. Sommer, Chairman..................................St.Louis Edward J. Bock............. Dillon Anderson............................................Houston Charles H. Sommer........ H. Harold Bible........................................................St.Louis John L. Gillis................ Edward J. Bock........................................................St.Louis H. Harold Bible........... David R. Calhoun.................................................... St.Louis John R. Eck.................. Fredrick M. Eaton................................................NewYork Monte C. Throdahl -- and Chief Executive Officer John R. Eck...............................................................St.Louis John L. Gillis............................................................St.Louis James D. Mahoney......... Tom K. Smith Jr............. Edward A. O'Neal................................................... St.Louis James S. Rockefeller.............................................NewYork William H. Bromley -- ........................Vice President Charles Allen Thomas............................................. StLouisAnthony J. A. Bryan ... ........................Vice President Monte C. Throdahl................................................. StLouisJames E. Crawford Jr. .. ........................Vice President CORPORATE MANAGEMENT COMMITTEE Patrick J. Dowd........... Louis Fernandez........... ........................Vice President Edward J. Bock, Chairman H. Harold Bible John R. Eck John L. Gillis Edwin J. Putzell Jr. Charles H. Sommer Monte C. Throdahl Richard S. Gordon . ... ........................Vice President Howard L. Minckler. .. ........................Vice President Finis Morgan................ ........................Vice President Edwin J. Putzell Jr. ... Francis E. Reese............ EXECUTIVE COMMITTEE Edward J. Bock, Chairman John L. Gillis Charles H. Sommer Monte C. Throdahl Transfer Agents Morgan Guaranty Trust Company of New York The Boatmen's National Bank of St. Louis Registrars The Chase Manhattan Bank (National Association) St. Louis Union Trust Company Printed In U.S.A. Lewis F. Steinbach......................................... Controller Edwin J. Putzell Jr....................................... Secretary Patrick J. Dowd............................................. Treasurer Jack W. Mueller........................... Assistant Controller Walter C. Thilking...................... Assistant Controller Rodney Harris Jr............................. Assistant Secretary C. Brent Holleran...........................Assistant Secretary Franklin C. Rehfeld....................... Assistant Secretary Norvell G. Jones............................. Assistant Treasurer J. Robert Matlock...........................Assistant Treasurer Walter J. Naber Jr......................... Assistant Treasurer Thomas M. Rasmussen......................Assistant Treasurer Feb. 2*. 1970 DSW 020750 STLCOPCB4006059 MONSANTO COMPANYf800 N. LINDBERGH BLVD.. ST. LOUIS. MISSOURI 63166 DSW 020751 STLCOPCB4006060