As Filed with the Securities and Exchange Commission on June 29, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 29, 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)
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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 29, 2005, Monsanto Company issued a press release announcing
its third quarter 2005 financial and operating results for the period ended May
31, 2005. This press release, as well as the third quarter fiscal year 2005
unaudited supplemental data, are furnished as Exhibits 99.1 and 99.2 hereto,
respectively, 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 Exhibits, 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 Exhibits.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
The following exhibits are filed herewith:
Exhibit 99.1 Press Release, dated June 29, 2005, issued by
Monsanto Company
Exhibit 99.2 Third Quarter Fiscal Year 2005 Supplemental Data -
Unaudited
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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 29, 2005
MONSANTO COMPANY
By: /s/ Jennifer L. Woods
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Name: Jennifer L. Woods
Title: Assistant Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
99.1 Press Release, dated June 29, 2005, issued by Monsanto Company
99.2 Third Quarter Fiscal Year 2005 Supplemental Data - Unaudited