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 21, 2004
MONSANTO COMPANY
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 001-16167 43-1878297
--------------------------------------------------------------------------------
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
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 June 21, 2004, Monsanto Company issued a press release announcing that
it increased its estimates for the company's third-quarter earnings per share
("EPS") and raised fiscal year EPS guidance as the U.S. agricultural season
continues to be strong and ahead of the pace of the last several years. This
press release is furnished as Exhibit 99 hereto and incorporated herein by
reference.
The attached press release also includes a projection for net cash required
by financing activities that is incorrect. Further, we did not intend to provide
a projection of net cash required by financing activities because it would be
subject to significant variation due to factors beyond our control. Accordingly,
investors are cautioned to not rely on this projection.
The press release furnished herewith uses the non-GAAP financial measures
of "free cash flow" and 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
Exhibit, 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
Exhibit.
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
2
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: our exposure to various contingencies,
including those related to Solutia Inc., litigation, intellectual property,
regulatory compliance (including seed quality), environmental contamination and
antitrust; 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 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: June 28, 2004
MONSANTO COMPANY
By: /s/ Nancy E. Hamilton
-------------------------------------------
Name: Nancy E. Hamilton
Assistant Secretary
3
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
99 Press Release, dated June 21, 2004, issued by Monsanto Company