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): February 4, 2004
MONSANTO COMPANY
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-16167 43-1878297
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
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(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.
In July 2003, Monsanto's board of directors changed Monsanto's fiscal year
end from Dec. 31 to Aug. 31. Monsanto has previously reported results for the
eight-month "transition" period ended Aug. 31, 2003. On February 4, 2004,
Monsanto Company issued a press release announcing selected financial
information for the eight-month transition period as well as the four-months
ended Dec. 31, 2003. This press release is furnished as Exhibit 99, and
incorporated herein by reference.
The press release uses the non-GAAP financial measure of "free cash flow".
We define "free cash flow" as the total of net cash provided or required by
operations and provided or required by investing activities. We believe that
free cash flow is useful to investors and management as a measure of the ability
of our business to generate cash. This cash can be used for business needs and
obligations, to reinvest into the company for future growth, or returned to our
shareowners through dividend payments or share repurchases. Free cash flow is
also one of the performance measures management uses in determining incentive
compensation. The presentation of free cash flow 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.
Furthermore, this non-GAAP financial measure is not intended to replace cash
flows 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
Exhibits.
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
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
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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: February 4, 2004
MONSANTO COMPANY
By: /s/ Nancy E. Hamilton
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Name: Nancy E. Hamilton
Assistant Secretary
EXHIBIT INDEX
Exhibit
Number Description
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99 Press Release, dated February 4, 2004, issued by
Monsanto Company