UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
MONSANTO COMPANY
| Delaware (State or Other Jurisdiction of Incorporation) |
001-16167 (Commission File Number) |
43-1878297 (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
| ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. | ||||||||
| ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. | ||||||||
| SIGNATURE | ||||||||
| EX-99.1 Historical Pro Forma Financial Information | ||||||||
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
| 99.1 | Historical pro forma financial information based on crop fiscal year posted by Monsanto Company to its web site |
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On July 23, 2003, Monsanto Company issued a press release announcing that our board of directors approved a change in our fiscal year-end to August 31st from December 31st. In addition, we announced in that press release that we would post certain historical pro forma financial information based on the new fiscal year to our web site on August 14th. Such historical pro forma financial information is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The materials furnished herewith use the non-GAAP financial measures of “EBIT” and “free cash flow.” We define “EBIT” as earnings before cumulative effect of accounting change, interest and income taxes. EBIT is the primary operating performance measure for our two business segments. We believe that EBIT is useful to investors and management to demonstrate the operational profitability of our segments by excluding interest and taxes, which are generally accounted for across the entire company on a consolidated basis. EBIT is also one of the measures used by management in determining resource allocations within the company.
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.
The presentation of EBIT and free cash flow is intended to supplement investors’ understanding of our operating performance. Our EBIT and free cash flow measures may not be comparable to other companies’ EBIT and free cash flow performance measures. Furthermore, these 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. 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.
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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: August 15, 2003
| MONSANTO COMPANY | ||||||
| By: | /s/ Michael L. DeCamp | |||||
| Name: Michael L. DeCamp Assistant Secretary |
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EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
| 99.1 | Historical pro forma financial information based on crop fiscal year posted by Monsanto Company to its web site |
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