SYT » Topics » FORWARD-LOOKING STATEMENTS

This excerpt taken from the SYT 20-F filed Mar 1, 2006.

FORWARD-LOOKING STATEMENTS

The statements contained in this annual report that are not historical facts, including, without limitation, statements regarding management’s expectations, targets or intentions, including for sales, earnings, earnings per share and synergies, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and are based on the current expectations and estimates of Syngenta’s management. Investors are cautioned that such forward-looking statements involve risks and uncertainties, and that actual results may differ materially.

We identify the forward-looking statements in this annual report by using the words “will” or “would”, or “anticipates”, “believes”, “expects”, “intends” or similar expressions, or the negative of these expressions. We cannot guarantee that any of the events or trends anticipated by the forward-looking statements will actually occur. Important factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements include, among other things:

  • the risk that research and development will not yield new products that achieve commercial success;

  • the risks associated with increasing competition in the industry, especially during downturns in the agricultural economy;

  • the risk that we will not be able to obtain or maintain the necessary regulatory approvals for our business;

  • the risks associated with potential changes in policies of governments and international organizations;

  • the risks associated with exposure to liabilities resulting from environmental and health and safety laws;

  • the risk that important patents and other intellectual property rights may be challenged;

  • the risk of substantial product liability claims;

  • the risk that consumer resistance to genetically modified crops and organisms may negatively impact sales;

  • the risk that our crop protection business may be adversely affected by increased use of products derived from biotechnology;

  • the risks associated with climatic variations;

  • the risk that customers will be unable to pay their debts to us due to local economic conditions;

  • the risks associated with exposure to fluctuations in foreign currency exchange rates;

  • the risks associated with entering into single-source supply arrangements;

  • the risks associated with conducting operations in certain territories that have been identified by the U.S. government as state sponsors of terrorism;


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  • other risks and uncertainties that are difficult to predict.

Some of these factors are discussed in more detail herein, including under Item 3 “Key Information”, Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects”. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected. Syngenta does not intend or assume any obligation to update these forward-looking statements.

iii






TABLE OF CONTENTS    
     
Introduction   ii
         Nature of Operations   ii
         Forward-Looking Statements   ii
     
PART I   2
Item 1 — Identity of Directors, Senior Management and Advisers   2
Item 2 — Offer Statistics and Expected Timetable   2
Item 3 — Key Information   2
Item 4 — Information on the Company   7
Item 5 — Operating and Financial Review and Prospects   35
Item 6 — Directors, Senior Management and Employees   67
Item 7 — Major Shareholders and Related Party Transactions   76
Item 8 — Financial Information   77
Item 9 — The Offer and Listing   82
Item 10 — Additional Information   84
Item 11 — Quantitative and Qualitative Disclosures About Market Risk   93
Item 12 — Description of Securities Other Than Equity Securities   95
     
PART II   96
Item 13 — Defaults, Dividend Arrearages and Delinquencies   96
Item 14 — Material Modifications to the Rights of Security Holders and Use of Proceeds   96
Item 15 — Controls and Procedures   96
Item 16 — [Reserved]   96
Item 16A — Audit Committee Financial Expert   96
Item 16B — Code of Ethics   96
Item 16C — Principal Accountant Fees and Services   97
Item 16D — Exemptions from the Listing Standards for Audit Committees   97
Item 16E — Purchases of Equity Securities by the Issuer and Affiliated Purchasers   98
     
PART III   99
Item 17 — Financial Statements   99
Item 18 — Financial Statements   99
Item 19 — Exhibits   100

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This excerpt taken from the SYT 20-F filed Mar 16, 2005.

FORWARD-LOOKING STATEMENTS

The statements contained in this annual report that are not historical facts, including, without limitation, statements regarding management’s expectations, targets or intentions, including for sales, earnings, earnings per share and synergies, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and are based on the current expectations and estimates of Syngenta’s management. Investors are cautioned that such forward-looking statements involve risks and uncertainties, and that actual results may differ materially.

We identify the forward-looking statements in this annual report by using the words “will” or “would”, or “anticipates”, “believes”, “expects”, “intends” or similar expressions. We cannot guarantee that any of the events or trends anticipated by the forward-looking statements will actually occur. Important factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements include, among other things:

  • the risk that research and development will not yield new products that achieve commercial success;

  • the risks associated with increasing competition in the industry, especially during downturns in commodity crop prices;

ii




  • the risk that we will not be able to obtain or maintain the necessary regulatory approvals for our business;

  • the risks associated with potential changes in policies of governments and international organizations;

  • the risks associated with exposure to liabilities resulting from environmental and health and safety laws;

  • the risk that important patents and other intellectual property rights may be challenged;

  • the risk of substantial product liability claims;

  • the risk that consumer resistance to genetically modified crops and organisms may negatively impact sales;

  • the risk that our crop protection business may be adversely affected by increased use of products derived from biotechnology;

  • the risks associated with climatic variations;

  • the risk that customers will be unable to pay their debts to us due to local economic conditions;

  • the risks associated with exposure to fluctuations in foreign currency exchange rates;

  • the risks associated with entering into single-source supply arrangements;

  • other risks and uncertainties that are difficult to predict.

Some of these factors are discussed in more detail herein, including under Item 3 “Key Information”, Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects”. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected. Syngenta does not intend or assume any obligation to update these forward-looking statements.

iii








TABLE OF CONTENTS  
     
Introduction   ii
         Nature of Operations   ii
         Presentation of Financial and Other Information   ii
         Forward-Looking Statements   ii
     
PART I   2
Item 1 — Identity of Directors, Senior Management and Advisers   2
Item 2 — Offer Statistics and Expected Timetable   2
Item 3 — Key Information   2
Item 4 — Information on the Company   7
Item 5 — Operating and Financial Review and Prospects   33
Item 6 — Directors, Senior Management and Employees   66
Item 7 — Major Shareholders and Related Party Transactions   74
Item 8 — Financial Information   75
Item 9 — The Offer and Listing   79
Item 10 — Additional Information   81
Item 11 — Quantitative and Qualitative Disclosures About Market Risk   91
Item 12 — Description of Securities Other Than Equity Securities   93
     
PART II   94
Item 13 — Defaults, Dividend Arrearages and Delinquencies   94
Item 14 — Material Modifications to the Rights of Security Holders and Use of Proceeds   94
Item 15 — Disclosure Controls and Procedures   94
Item 16 — [Reserved]   94
Item 16A — Audit Committee Financial Expert   94
Item 16B — Code of Ethics   94
Item 16C — Principal Accountant Fees and Services   94
Item 16D — Exemptions from Listing Standards for Audit Committees   95
Item 16E — Purchases of Equity Securities by the Issuer and Affiliated Purchasers   95
     
PART III   96
Item 17 — Financial Statements   96
Item 18 — Financial Statements   96
Item 19 — Exhibits   97

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EXCERPTS ON THIS PAGE:

20-F
Mar 1, 2006
20-F
Mar 16, 2005
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