As Filed with the Securities and Exchange Commission on April 26, 2005
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): April 26, 2005
MONSANTO COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-16167 43-1878297
(State of Incorporation) (Commission File Number) (IRS Employer
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
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
---------------------------------
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations under any of the following
provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d.-2(b))
[ ] Pre-commencement communications pursuant to Rule 13a-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 7.01 Regulation FD Disclosure.
On April 6, 2005, Monsanto Company (the "Company") issued a press release
announcing its second quarter 2005 financial and operating results for the
period ended February 28, 2005, which press release was furnished on a Form 8-K
filed on April 6, 2005. Additionally in the press release and during a webcast
conference call with investors following the release, we provided updated
guidance on our earnings per share and free cash flow targets for 2005, 2006 and
2007. This earnings guidance is furnished as Exhibit 99 and incorporated herein
by reference.
During the next two to three weeks, our executives are scheduled to meet
with investors and analysts to discuss our business and will confirm the trends
and 2005 performance expectations for our business segments, which were
previously disclosed on April 6, 2005. In addition, when discussing guidance,
our executives will confirm the earnings per share and free cash flow guidance
we provided on April 6, 2005.
The information furnished herewith uses the non-GAAP financial measure of
earnings per share ("EPS") on an ongoing basis. Our ongoing EPS financial
measure excludes certain after-tax items that we do not consider part of ongoing
operations, which are identified as such in the reconciliation. We believe that
our ongoing EPS financial measure presented with these adjustments best reflects
our ongoing performance and business operations during the periods presented and
is more useful to investors for comparative purposes. In addition, management
uses the ongoing EPS financial measure as a guide in its budgeting and
long-range planning processes, and as a guide in determining incentive
compensation. The presentation of EPS on an ongoing basis is intended to
supplement investors' understanding of our operating performance. This non-GAAP
financial measure may not be comparable to similar measures used by other
companies.
We are furnishing the information contained in this report, including the
Exhibit, pursuant to "Item 7.01 Regulation FD Disclosure" 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
Exhibit.
Certain statements contained in this Form 8-K are "forward-looking
statements," such forward-looking statements may include as statements
concerning the company's anticipated financial results, current and future
product performance, regulatory approvals, business and financial plans, the
outcome of contingencies and other non-historical facts. These statements are
based on current expectations and currently available information. However,
since these statements are based on factors that involve risks and
uncertainties, the company's 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: the company's exposure to various contingencies, including those related
to Solutia Inc., litigation, intellectual property, regulatory compliance
(including seed quality), environmental contamination and antitrust; successful
completion and operation of recent and proposed acquisitions; fluctuations in
exchange rates and other developments related to foreign currencies and
economies; increased generic and branded competition for the company's Roundup
herbicide; the accuracy of the company's estimates and projections, for example,
those with respect to product returns and grower use of the company's products
and related distribution inventory levels; the effect of weather conditions and
commodity markets on the agriculture business; the success of the company's
research and development activities and the speed with which regulatory
authorizations and product launches may be achieved; domestic and foreign
2
social, legal and political developments, especially those relating to
agricultural products developed through biotechnology; the company's ability to
successfully market new and existing products in new and existing domestic and
international markets; the company's ability to obtain payment for the products
that it sells; the company's ability to achieve and maintain protection for its
intellectual property; the company's ability to fund its short-term financing
needs; and other risks and factors detailed in the company's filings with the
U.S. Securities and Exchange Commission. Undue reliance should not be placed on
these forward-looking statements, which are current only as of the date of this
release. The company disclaims any current intention or obligation 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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following exhibit is filed herewith:
Exhibit 99 Fiscal Years 2005-2007 Guidance
---------------------------------
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: April 26, 2005
MONSANTO COMPANY
By: /s/ Jennifer L. Woods
---------------------------------------------
Name: Jennifer L. Woods
Title: Assistant Secretary
3
EXHIBIT INDEX
Exhibit No. Description of Exhibit
---------- ----------------------
99 Fiscal Years 2005-2007 Guidance