11-K 1 a11k083106.txt 11 K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (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, 2006 ----------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________________ TO ____________________ COMMISSION FILE NUMBER 000-21788 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: DELTA AND PINE LAND COMPANY DEFINED CONTRIBUTION PLAN ("DELTA AND PINE LAND COMPANY SAVINGS PLAN") B. Name of issuer of securities held pursuant to the plan and the address of principal executive office: DELTA AND PINE LAND COMPANY SAVINGS PLAN One Cotton Row Scott, Mississippi Audited Financial Statements December 31, 2006 and 2005 and Year Ended December 31, 2006 CONTENTS --------------------------------------------------------------------------------------------------- ---------------- Report of Independent Registered Public Accounting Firm 1 --------------------------------------------------------------------------------------------------- ---------------- Audited Financial Statements Statements of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4 - 8 Supplemental Schedules Schedule of Assets (Held at End of Year) 9 - 10 Schedule of Reportable Transactions 11 --------------------------------------------------------------------------------------------------- ----------------
Note: Supplemental schedule required by the Employee Retirement Income Security Act of 1974 not included herein are deemed not applicable to Delta and Pine Land Company Savings Plan. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To Trustees of the Delta and Pine Land Company Savings Plan We have audited the accompanying statements of net assets available for benefits of the Delta and Pine Land Company Savings Plan (the "Plan") as of December 31, 2006 and 2005, and the related statement of changes in net assets available for benefits for the year ended December 31, 2006. These financial statements and supplemental schedule are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2006 and 2005, and the changes in net assets available for benefits for the year ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 1 to the financial statements, the Plan was merged with the Monsanto Savings and Investment Plan as of December 31, 2007. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held at end of year, and of reportable transactions as of December 31, 2006, are presented for the purpose of additional analysis, and are not a required part of the basic financial statements, but are supplementary information required by the United States Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements, and in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Jackson, Mississippi ------------------------ 2 DELTA AND PINE LAND COMPANY SAVINGS PLAN Statements of Net Assets Available for Benefits December 31, 2006 and 2005 2006 2005 ------------------------------------------------------------------------ --- ----------------- --- ----------------- ASSETS Investments Participant directed Pooled separate accounts $ 9,328,210 $ 7,212,345 Employer securities 2,377,246 1,578,992 --- ----------------- --- ----------------- Total investments 11,705,456 8,791,337 Receivables Income receivable 2,255 2,042 Pending trade receivable 12,687 9,415 Participants' contributions 30,432 26,747 --- ----------------- --- ----------------- 45,374 38,204 --- ----------------- --- ----------------- LIABILITIES Excess contributions payable 19,209 38,999 --- ----------------- --- ----------------- 19,209 38,999 --- ----------------- --- ----------------- Net assets available for plan benefits $ 11,731,621 $ 8,790,542 === ================= === =================
See accompanying notes to financial statements. 3 DELTA AND PINE LAND COMPANY SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 2006 ------------------------------------------------------------------------ --- ---------------- --- ----------------- Additions to net assets attributed to Investment income Net appreciation in fair value of investments $ 2,336,790 Interest and dividends 41,866 --- ----------------- Total investment income 2,378,656 Contributions Employee 934,380 Rollover 5,743 --- ----------------- Total contributions 940,123 --- ----------------- Total additions 3,318,779 --- ----------------- Deductions from net assets attributed to Benefits paid to participants 377,600 Administrative expenses 100 --- ----------------- Total deductions 377,700 --- ----------------- Net increase in net assets available for plan benefits 2,941,079 Net assets available for plan benefits Beginning of year 8,790,542 --- ----------------- End of year $ 11,731,621 === =================
See accompanying notes to financial statements. 4 DELTA AND PINE LAND COMPANY SAVINGS PLAN December 31, 2006 and 2005 and Year Ended December 31, 2006 NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Note 1. Description of the Plan The following description of Delta and Pine Land Company Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan established by Delta and Pine Land Company (the "Company") effective April 1, 1994, under the provisions of Section 401(a) of the Internal Revenue Code ("IRC"), which includes a qualified cash or deferred arrangement as described in Section 401(k) of the IRC, for the benefit of eligible employees of the Company. All employees of the Company who have completed one year of eligible service and who are age 21 or older are eligible to participate, unless they are in an excluded class. Leased employees are an excluded class. A year of eligible service is defined as a 12-month period in which an employee completes at least 1,000 hours of service, adjusted for the employee's initial year of service. Participants may enter the Plan on the first day of the month after the date they meet the eligibility requirements. Substantially, all administrative expenses of the Plan are paid by the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Contributions The Company, at its option, may elect to make matching contributions to the Plan. Matching contributions, if made, are allocated to participants based on their pre-tax contributions. In no case are the matching contributions to exceed 6 percent of any participant's eligible compensation as defined. Participants are allowed to make pre-tax contributions of up to 80 percent of their eligible compensation, not to exceed $15,000 and $14,000 in 2006 and 2005, respectively. The Company made no matching contributions in 2006 or 2005. At December 31, 2006 and 2005, certain participants had excess contributions totaling $19,209 and $38,999, respectively, which are reflected on the statements of net assets available for plan benefits as excess contributions payable. These amounts were refunded to participants subsequent to December 31, 2006 and 2005, respectively. Participant Accounts Each participant's account is credited with the participant's contribution and allocation of: (a) Company contributions, if any, and (b) Plan earnings, gains, losses or expenses. Investment earnings or losses are allocated by fund based on the performance of the fund. A particular fund's gains or losses are equal to the change in the share value multiplied by the number of 5 DELTA AND PINE LAND COMPANY SAVINGS PLAN December 31, 2006 and 2005 and Year Ended December 31, 2006 NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Note 1. Continued shares in each participant's account. Forfeitures of unvested matching contributions, if any, are treated as contributions and are used to reduce the employer's contribution for the Plan year. There were no forfeitures in 2006 or 2005. Investment Options Participants direct contributions, including employer cash matching contributions, if any, into any of the investment options offered by the Plan. Participants may change their investment options at any time. Vesting Participants are fully vested in their contributions and the earnings or losses thereon. Vesting in Company contributions and earnings or losses thereon is based on the participant's years of service as follows: Years of Vested Service Percentage -------------------------------------------------------------------------------- Less than 3 -0-% 3 or more 100% Payment of Benefits Upon termination of service, participants may elect to (a) receive a lump sum equal to the value of their accounts, or (b) receive installments over a period of time in amounts selected by them. Participants with vested account balances of $5,000 or less may only receive such payment in a lump sum amount. Plan Merger On June 1, 2007, Monsanto Company acquired the Plan's sponsor. Effective August 5, 2007, the Plan was frozen. No additional contributions were deducted from compensation earned after this date. However, participants continued to accrue earnings and losses. The Plan was merged with the Monsanto Savings and Investment Plan as of December 31, 2007. 6 DELTA AND PINE LAND COMPANY SAVINGS PLAN December 31, 2006 and 2005 and Year Ended December 31, 2006 NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Note 2. Summary of Significant Accounting Policies Basis of Accounting The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Investment Valuation and Income Recognition All Plan investments as of December 31, 2006 and 2005, are held by Wells Fargo Bank, the Plan trustee. Investments in pooled separate accounts are reported at the value reported to the Plan by Wells Fargo Bank, which approximates fair value. Investments in the Company's common stock is reported at quoted market values. Investment security transactions are accounted for on the date the securities are purchased or sold (trade date). Interest income is recorded as it is earned. Dividends are recorded on the ex-dividend date. Payment of Benefits Benefits are recorded when paid. Administrative Expenses The Company pays substantially all administrative expenses of the Plan. Plan expenses not paid by the Company are required to be paid by the Plan. 7 DELTA AND PINE LAND COMPANY SAVINGS PLAN December 31, 2006 and 2005 and Year Ended December 31, 2006 NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Note 3. Investments The following table presents the fair value of the Plan's investments that represent 5 percent or more of the Plan's net assets as of December 31, 2006 and 2005: 2006 2005 ---------------------------------------------------------------------------- -- ---------------- --- --------------- Pooled separate accounts Wells Fargo Advantage Index Funds $ 2,242,050 $ 1,958,124 Wells Fargo Advantage Discovery Fund 1,246,958 1,376,629 Janus Advisor International Growth Fund 1,756,809 882,538 Wells Fargo Stable Return Fund 804,687 636,237 Dreyfus Intermediate Term Income Fund - 509,012 American Balanced Fund 592,264 498,764 Employer securities Delta and Pine Land Company Stock $ 2,377,246 $ 1,578,992
The Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated $2,336,790 during the year ended December 31, 2006, as follows: ---------------------------------------------------------------------------- -- ---------------- --- --------------- Pooled separate accounts $ 1,317,287 Employer securities Delta and Pine Land Company common stock 1,019,503 --- --------------- Net appreciation in fair value of investments $ 2,336,790 === ===============
Note 4. Tax Status of Plan The trust established under the Plan to hold the Plan's assets is qualified pursuant to the appropriate section of the IRC, and accordingly, the trust's net investment income is exempt from income taxes. The Plan has obtained a favorable tax determination letter from the Internal Revenue Service. Although the Plan has been amended since receiving the determination letter, the Plan's administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. 8 DELTA AND PINE LAND COMPANY SAVINGS PLAN December 31, 2006 and 2005 and Year Ended December 31, 2006 NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Note 5. Related-Party Transactions The investment in pooled separate accounts is managed by Wells Fargo Bank. Wells Fargo Bank is the trustee of the Plan assets as defined by the Plan, and therefore, transactions in these investments, as well as investments in employer securities, qualify as party-in-interest transactions. Fees paid by the Company for the investment management services totaled $43,882 for the year ended December 31, 2006. Note 6. Risks and Uncertainties The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits. 9 Page 1 of 2 DELTA AND PINE LAND COMPANY SAVINGS PLAN Employee Identification Number 62-1040440 Plan Number 002 Schedule H, line 4(i) Schedule of Assets (Held at End of Year) December 31, 2006 (c) Description of Investment, (b) Identity of Issue, Including Maturity Date, Borrower, Lessor, Rate of Interest, Collateral, (e) Current or Similar Party Par or Maturity Value (d) Cost Value --------------------------------------- --------------------------------------------- ---------- --- -------------- Pooled separate accounts *Wells Fargo Advantage Index Fund 40,223.363 shares $ 2,242,050 *Wells Fargo Advantage Discovery Fund 56,731.504 shares 1,246,958 *Wells Fargo Stable Return Fund 20,288.815 shares 804,687 *Wells Fargo Advantage Large Company Growth Fund 5,450.648 shares 274,386 *Wells Fargo LifePath 2010 Fund Class A 10,748.053 shares 135,748 *Wells Fargo LifePath 2020 Fund Class A 12,801.648 shares 181,655 *Wells Fargo LifePath 2030 Fund Class A 4,793.135 shares 72,280 *Wells Fargo LifePath 2040 Fund Class A 6,530.908 shares 113,638 *Wells Fargo Short-term Investment Fund 95,188.500 shares 95,189 Janus Advisor International Growth Fund 32,318.038 shares 1,756,809 Dreyfus Intermediate Term Income Fund 40,940.529 shares 513,804 American American Balanced Fund 31,171.778 shares 592,264 American Growth Fund of America 11,890.000 shares 388,327 Davis NY Venture Fund 7,386.882 shares 284,543 Hartford International Cap Appreciation 19,333.297 shares 272,599
10 DELTA AND PINE LAND COMPANY SAVINGS PLAN Employee Identification Number 62-1040440 Plan Number 002 Schedule H, line 4(i) Schedule of Assets (Held at End of Year) December 31, 2006 (c) Description of Investment, (b) Identity of Issue, Including Maturity Date, Borrower, Lessor, Rate of Interest, Collateral, (e) Current or Similar Party Par or Maturity Value (d) Cost Value ----------------------------------------- --------------------------------------------- ---------- --- --------------- Pooled separate accounts - continued T. Rowe Price Equity Income Fund 10,759.430 shares $ 317,403 RS Investment Partners Partners Fund Class A 1,023.366 shares 35,870 --- --------------- Total pooled separate accounts 9,328,210 Delta and Pine Land Company Stock 58,770.000 shares 2,377,246 --- --------------- Total investments $ 11,705,456 === ===============
* Party-in-interest (d) Cost information is omitted due to transactions being participant or beneficiary directed under an individual account plan. 11 DELTA AND PINE LAND COMPANY SAVINGS PLAN Employer Identification Number 62-1040440 Plan Number 002 Schedule H, Line 4(j) Schedule of Reportable Transactions Year Ended December 31, 2006 (a) (b) Description of Asset (f) Expense Identity (Including Interest Rate Incurred of Party and Maturity in (c) Purchase (d) Selling (e) Lease With Involved Case of a Loan) Price Price Rental Transaction ------------------------- ---------------------------------------- --------------- ------------ ------------ --------------- *Wells Fargo Stable Return Fund fund - 52 purchases $ 297,555 $ - $ - $ - *Wells Fargo Stable Return Fund fund - 20 sales - 159,299 - - *Wells Fargo Short-term Investment Fund fund - 74 purchases 664,906 - - - *Wells Fargo Short-term Investment Fund fund - 38 sales - 635,643 - - *Delta and Pine Land Delta and Pine Land Company stock fund - 3 purchases 166,473 - - - *Delta and Pine Land Delta and Pine Land Company stock fund - 9 sales - 625,139 - - American Growth Fund of America fund - 1 reinvestment 15,617 - - - American Growth Fund of America fund - 71 purchases 358,692 - - - American Growth Fund of America fund - 15 sales - 165,695 - - Janus Advisor International Growth Fund fund - 1 reinvestment 12,422 - - - Janus Advisor International Growth Fund fund - 72 purchases 508,566 - - - Janus Advisor International Growth Fund fund - 13 sales - 114,657 - - *Wells Fargo Advantage Index Fund fund - 2 reinvestments 81,425 - - - *Wells Fargo Advantage Index Fund fund - 40 purchases 2,152,120 - - - *Wells Fargo Advantage Index Fund fund - 18 sales - 99,249 - - *Wells Fargo Advantage Discovery Fund fund - 1 reinvestment 62,587 - - - *Wells Fargo Advantage Discovery Fund fund - 52 purchases 222,620 - - - fund - 31 sales - 510,241 - - *Wells Fargo S&P 500 Index Fund fund - 18 purchases 49,800 - - - *Wells Fargo S&P 500 Index Fund fund - 13 sales - 2,113,290 - -
* Represents a party-in-interest transaction. 11 continued DELTA AND PINE LAND COMPANY SAVINGS PLAN Employer Identification Number 62-1040440 Plan Number 002 Schedule H, Line 4(j) Schedule of Reportable Transactions Year Ended December 31, 2006 (a) (b) Description of Asset (h) Current (i) Net Identity (Including Interest Rate Value of Asset Gain of Party and Maturity in (g) Cost of on Transaction or Involved Case of a Loan) Asset Date (Loss) ------------------------- ---------------------------------------- -------------- ------------------ ---------------- *Wells Fargo Stable Return Fund fund - 52 purchases $ 297,555 $ - $ - *Wells Fargo Stable Return Fund fund - 20 sales 142,726 - 16,573 *Wells Fargo Short-term Investment Fund fund - 74 purchases 664,906 - - *Wells Fargo Short-term Investment Fund fund - 38 sales 635,643 - - *Delta and Pine Land Delta and Pine Land Company stock fund - 3 purchases 166,473 - - *Delta and Pine Land Delta and Pine Land Company stock fund - 9 sales 488,276 - 136,863 American Growth Fund of America fund - 1 reinvestment 15,617 - - American Growth Fund of America fund - 71 purchases 358,692 - - American Growth Fund of America fund - 15 sales 156,935 - 8,760 Janus Advisor International Growth Fund fund - 1 reinvestment 12,422 - - Janus Advisor International Growth Fund fund - 72 purchases 508,566 - - Janus Advisor International Growth Fund fund - 13 sales 85,135 - 29,522 *Wells Fargo Advantage Index Fund fund - 2 reinvestments 81,425 - - *Wells Fargo Advantage Index Fund fund - 40 purchases 2,152,120 - - *Wells Fargo Advantage Index Fund fund - 18 sales 101,834 - (2,585) *Wells Fargo Advantage Discovery Fund fund - 1 reinvestment 62,587 - - *Wells Fargo Advantage Discovery Fund fund - 52 purchases 222,620 - - fund - 31 sales 446,019 - 64,222 *Wells Fargo S&P 500 Index Fund fund - 18 purchases 49,800 - - *Wells Fargo S&P 500 Index Fund fund - 13 sales 1,832,625 - 280,665
* Represents a party-in-interest transaction. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. DELTA AND PINE LAND COMPANY SAVINGS PLAN By: /s/ WILMA K. SCHOPP -------------------------------------------------- Wilma K. Schopp, Chairperson of the Monsanto Company Employee Benefits Plan Committee, Administrator of the Plan