As Filed with the Securities and Exchange Commission on June 7, 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): June 7, 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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On June 7, 2005, Monsanto Company issued a press release announcing it is increasing estimates for the Company's third quarter earnings per share guidance. This press release is furnished as Exhibit 99, and incorporated herein by reference. The press release 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 2.02 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 Exhibit. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits The following exhibit is filed herewith: Exhibit 99 Press Release, dated June 7, 2005, issued by Monsanto Company -------------------------------------- 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: June 7, 2005 MONSANTO COMPANY By: /s/ Jennifer L. Woods -------------------------------------------- Name: Jennifer L. Woods Title: Assistant Secretary 2 EXHIBIT INDEX Exhibit No. Description of Exhibit ---------- ---------------------- Exhibit 99 Press Release, dated June 7, 2005, issued by Monsanto Company 3