As Filed with the Securities and Exchange Commission on September 21, 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): September 21, 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 September 21, 2005, Monsanto Company issued a press release confirming
its fiscal year 2005 earnings per share guidance and updating its fiscal year
2005 free cash flow 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 September 21, 2005, issued by Monsanto
Company
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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: September 21, 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
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Exhibit 99 Press Release, dated September 21, 2005, issued by Monsanto
Company
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