UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 17, 2003
MONSANTO COMPANY
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 001-16167 43-1878297
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (314) 694-1000
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On December 17, 2003, Monsanto Company issued a press release announcing
that it increased its first quarter 2004 earnings per share ("EPS") guidance as
a result of better-than-expected performance in its Brazilian business and the
timing of its U.S. sales which had a favorable effect on its earnings. This
press release is furnished as Exhibit 99 hereto and incorporated herein by
reference.
The press release furnished herewith uses the non-GAAP financial measures
of "free cash flow" and earnings per share ("EPS") excluding the effect of
certain items. We define "free cash flow" as the total of cash flows from
operating activities and cash flows from investing activities. We believe that
free cash flow is useful to investors and management as an indication of the
ability of our business to generate cash. This cash can be used to meet business
needs and obligations, reinvested into the company for future growth, or
returned to our shareowners through dividend payments or share repurchases. Free
cash flow is also used by management as one of the performance measures in
determining incentive compensation.
Our non-GAAP EPS financial measure may exclude the impact of restructuring
charges, charges associated with the settlement of litigation, gains and losses
on the sale of assets, and certain other items. The specific items that are
excluded from, and result in, our non-GAAP EPS financial measure are clearly
identified as such in the press release and other materials furnished herewith.
We believe that our non-GAAP EPS financial measure presented with these
adjustments best reflect our ongoing performance and business operations during
the periods presented and are more useful to investors for comparative purposes.
In addition, management uses the non-GAAP EPS financial measure as a guide in
its budgeting and long-range planning processes.
The presentation of free cash flow and EPS excluding the effect of certain
items is intended to supplement investors' understanding of our operating
performance. These non-GAAP financial measures may not be comparable to similar
measures used by other companies. Furthermore, these non-GAAP financial measures
are not intended to replace net income (loss), cash flows, financial position,
or comprehensive income (loss), as determined in accordance with accounting
principles generally accepted in the United States.
We are furnishing the information contained in this report, including the
Exhibits, pursuant to "Item 12. Results of Operations and Financial Condition"
of Form 8-K promulgated by the Securities and Exchange Commission ("SEC"). This
information shall not be deemed to be "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the
liabilities of that section, unless we specifically incorporate it by reference
in a document filed under the Securities Act of 1933 or the Exchange Act. By
filing this report on Form 8-K and furnishing this information, we make no
admission as to the materiality of any information in this report, including the
Exhibits.
Certain statements contained in this report, including the information
contained in the Exhibit, such as statements concerning our anticipated
financial results, current and future product performance, regulatory approvals,
currency impact, business and financial plans and other non-historical facts are
"forward-looking statements." These statements are based on current expectations
and currently available information. However, since these statements are based
on factors that involve risks and uncertainties, our actual performance and
results may differ materially from those described or implied by such
forward-looking statements. Factors that could cause or contribute to such
differences include, among others: fluctuations in exchange rates and other
developments related to foreign currencies and economies; increased generic and
branded competition for our Roundup herbicide; the accuracy of our estimates and
projections, for example, those with respect to product returns and grower use
of our products and related distribution inventory levels; the effect of weather
conditions and commodity markets on the agriculture business; the success of our
research and development activities and the speed with which regulatory
authorizations and product launches may be achieved; domestic and foreign
social, legal and political developments, especially those relating to
agricultural products developed through biotechnology; our ability to continue
to manage our costs; our ability to successfully market new and existing
products in new and existing domestic and international markets; our ability to
obtain payment for the products that we sell; our ability to achieve and
maintain protection for our intellectual property; the effects of our accounting
policies and changes in generally accepted accounting principles; our exposure
to lawsuits and other liabilities and contingencies, including those related to
intellectual property, regulatory compliance (including seed quality),
environmental contamination and antitrust; our ability to fund our short-term
financing needs; general economic and business conditions; political and
economic conditions due to threat of future terrorist activity and related
military action; and other risks and factors detailed in our filings with the
SEC. Undue reliance should not be placed on these forward-looking statements,
which are current only as of the date of this report. We disclaim any current
intention to revise or update any forward-looking statements or any of the
factors that may affect actual results, whether as a result of new information,
future events or otherwise.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 18, 2003
MONSANTO COMPANY
By: /s/ Nancy E. Hamilton
----------------------------------------
Name: Nancy E. Hamilton
Assistant Secretary
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
99 Press Release, dated December 17, 2003, issued by Monsanto Company
EXHIBIT 99
[GRAPHIC OMITTED][GRAPHIC OMITTED]
Monsanto Company
800 NORTH LINDBERGH BLVD
ST. LOUIS, MISSOURI 63167
RELEASE Immediately
CONTACT Media: Lori Fisher (314-694-8535)
Investors: Scarlett Foster (314-694-8148)
MONSANTO INCREASES FIRST-QUARTER 2004 EARNINGS PER SHARE GUIDANCE
ST. LOUIS (Dec. 17, 2003) - Monsanto Company (NYSE: MON) today announced it
is increasing its first-quarter 2004 earnings per share (EPS) guidance. "We're
seeing better-than-expected performance in our Brazilian business and the timing
of our U.S. sales had a favorable effect on our earnings this quarter," said
Terry Crews, Monsanto's chief financial officer.
First-quarter EPS, on both an ongoing business basis and on a reported
basis, is expected to be better than the company's previous guidance by
approximately $0.10 per share. The original EPS guidance on an ongoing business
basis was $(0.07) to $(0.12); and on a reported basis was $(0.54) to $(0.59).
Guidance on ongoing business basis does not include the effect of the
restructuring actions Monsanto announced in October - including the impact of
exiting the European wheat and barley business, which will be treated as
discontinued operations - and the goodwill write-off related to the global wheat
business.
EPS guidance for the 2004 fiscal year remains unchanged in the range of
$1.40 to $1.50, excluding the effect of the restructuring charges (estimated at
$0.59 per share for the full year) and of the goodwill write-off related to the
decision to exit the European wheat and barley business ($0.26 per share for the
full year). On a reported basis, 2004 EPS guidance remains in the range of $0.55
to $0.65 (including the estimated full-year restructuring charge and goodwill
write-off).
Management also reconfirmed free cash flow guidance for fiscal year 2004 in
the range of $350 million to $400 million. The company expects net cash provided
by operations to be in the range of $540 million to $570 million, and net cash
required by investing activities to be in the range of $170 million to $190
million.
- 2 -
Monsanto will report full details of its 2004 first-quarter earnings on
Jan. 7, 2004.
Monsanto Company is a leading global provider of technology-based solutions
and agricultural products that improve farm productivity and food quality.
-oOo-
Certain statements contained in this report, including the information contained
in the attached slide presentations, such as statements concerning our
anticipated financial results, current and future product performance,
regulatory approvals, currency impact, business and financial plans and other
non-historical facts are "forward-looking statements." These statements are
based on current expectations and currently available information. However,
since these statements are based on factors that involve risks and
uncertainties, our actual performance and results may differ materially from
those described or implied by such forward-looking statements. Factors that
could cause or contribute to such differences include, among others: increased
generic and branded competition for our Roundup herbicide; the success of our
research and development activities and the speed with which regulatory
authorizations and product launches may be achieved; domestic and foreign
social, legal and political developments, especially those relating to
agricultural products developed through biotechnology; our ability to achieve
and maintain protection for our intellectual property; our ability to
successfully market new and existing products in new and existing domestic and
international markets; the effect of weather conditions and commodity markets on
the agriculture business; our ability to obtain payment for the products that we
sell; our exposure to lawsuits and other liabilities and contingencies,
including those related to intellectual property, regulatory compliance
(including seed quality), adventitious presence of biotechnology traits in
seeds, environmental contamination and antitrust; our ability to fund our
short-term financing needs; the accuracy of our estimates and projections, for
example, those with respect to product returns and grower use of our products
and related distribution inventory levels; our ability to continue to manage our
costs; general economic and business conditions; political and economic
conditions due to threat of future terrorist activity and related military
action; the effects of our accounting policies and changes in generally accepted
accounting principles; fluctuations in exchange rates and other developments
related to foreign currencies and economies; and other risks and factors
detailed in our filings with the SEC. Undue reliance should not be placed on
these forward-looking statements, which are current only as of the date of this
report. We disclaim any current intention to revise or update any
forward-looking statements or any of the factors that may affect actual results,
whether as a result of new information, future events or otherwise.