FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of January 2005
Commission File Number: 001-15152
SYNGENTA AG
(Translation of registrant’s name into
English)
Schwarzwaldallee 215
4058 Basel
Switzerland
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F X | Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
| Yes | No X |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
| Yes | No X |
Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
| Yes | No X |
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
| Re: | SYNGENTA AG |
| Press Release: Syngenta to adopt new and revised accounting standards | |
Filed herewith is a press release related to Syngenta AG. The full text of the press release follows:
# # #
Item 1
 |
Syngenta
International AG |
| Media Release |
Syngenta to adopt new and revised accounting standards
Basel, Switzerland, 18 January 2005
In accordance with changes to IFRS and IAS Syngenta has adopted several new or revised accounting standards. In order to facilitate comparison, the 2004 full year results (to be released on 10 February) will be shown in relation to the adjusted 2003 figures described below and in the attached tables.
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IFRS 2
IFRS 2, which relates to share-based compensation, was adopted from 1 January 2004.
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IAS 21 (Revised December 2003)
The revised IAS 21 was adopted from 1 January 2004. Unrealized exchange differences on certain inter-company funding are no longer recognized directly in shareholders equity and are now recognized in the income statement.
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IFRS 3
IFRS 3, which relates to business combinations, was adopted from 1 January 2005. Goodwill arising on all previous acquisitions, including the Seeds acquisitions completed in 2004, will no longer be amortized. In accordance with IFRS 3, the amortization charged on this goodwill for 2004, 2003 and earlier years has not been revised for this change.
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IFRS 5
The divestment of Syngenta’s 75% stake in Swiss chemical company SF Chem was completed 1 October 2004. Under IFRS 5, which was adopted in 2004, the results of SF Chem have been re-presented in the adjusted figures to show SF Chem as a discontinued operation from 2003.
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Royalties
Royalty income and expense has previously been recognized within general and administrative expenses. Royalty income is now recognized as Sales, and royalty expense is included in Cost of Goods Sold. The 2003 consolidated income statement has been re-presented on the new basis.
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Reallocation of Trait Development Costs to Seeds
Following the acquisition of Garst and Golden Harvest, corn and soybean trait development expenditure has been transferred to Seeds, where future revenues will be realized; these costs have been reallocated from Plant Science to Seeds with retrospective effect.
Syngenta is a world-leading agribusiness committed to sustainable agriculture through innovative research and technology. The company is a leader in crop protection, and ranks third in the high-value commercial seeds market. Sales in 2003 were approximately $6.6 billion. Syngenta employs some 19,000 people in over 90 countries. Syngenta is listed on the Swiss stock exchange (SYNN) and in New York (SYT). Further information is available at www.syngenta.com.
| Media Enquiries: | Switzerland: | Markus Payer | Tel: +41 (61) 323 2323 | ||
| USA: | Sarah Hull | Tel: +1 (202) 347 8348 | |||
| Analysts/Investors: | Switzerland: | Jonathan Seabrook | Tel: +41 (61) 323 7502 | ||
| Jennifer Gough | Tel: +41 (61) 323 5059 | ||||
| USA: | Rhonda Chiger | Tel: +1 (917) 322 2569 |
| Cautionary Statement Regarding Forward-Looking Statements |
| This document contains forward-looking statements, which can be identified by terminology such as ‘expect’, ‘would’, ‘will’, ‘potential’, ‘plans’, ‘prospects’, ‘estimated’, ‘aiming’, ‘on track’ and similar expressions. Such statements may be subject to risks and uncertainties that could cause the actual results to differ materially from these statements. We refer you to Syngenta's publicly available filings with the U.S. Securities and Exchange Commission for information about these and other risks and uncertainties. Syngenta assumes no obligation to update forward-looking statements to reflect actual results, changed assumptions or other factors. This document does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer, to purchase or subscribe for any ordinary shares in Syngenta AG, or Syngenta ADSs, nor shall it form the basis of, or be relied on in connection with, any contract therefore. |
Adjusted 2003 Full Year Condensed Consolidated Income Statement |
|
2003 Reported $m |
Divestment of SF Chem $m |
Reclass’n of Royalties $m |
IFRS
2 $m |
IAS
21 $m |
2003 Adjusted $m |
|
| Sales | 6578 | (88) | 35 | 6525 | ||
| Gross profit | 3285 | (17) | 9 | 3277 | ||
| Marketing and distribution | (1204) | 11 | (1193) | |||
| Research and development | (727) | 1 | (726) | |||
| General and administrative | (645) | (2) | (9) | (18) | (674) | |
| Operating income | 709 | (7) | (18) | 684 | ||
| Income from associates & joint ventures | (1) | (1) | ||||
| Net financial expense | (134) | (4) | (138) | |||
| Income before taxes & minorities | 574 | (7) | (18) | (4) | 545 | |
| Income tax expense | (207) | 1 | 3 | 1 | (202) | |
| Net income | ||||||
| excluding restructuring, impairment | ||||||
| & discontinued operations | 367 | (6) | (15) | (3) | 343 | |
| Restructuring, impairment & | ||||||
| discontinued operations | (95) | 6 | (89) | |||
| Net income | 272 | (15) | (3) | 254 | ||
| Attributable to: | ||||||
| Syngenta AG shareholders | 268 | (15) | (3) | 250 | ||
| Minority interests | 4 | 4 | ||||
| Earnings per share excluding restructuring, impairment & discontinued operations | ||||||
| Basic | $3.57 | (0.04) | (0.15) | (0.03) | $3.35 | |
| Diluted | $3.56 | (0.04) | (0.15) | (0.03) | $3.34 | |
| EBITDA | 1219 | (21) | (18) | 1180 | ||
Unaudited Adjusted 2003 Full Year Product Line and Regional Sales |
|
2003 Reported $m |
2003 Adjusted $m |
|
|
|
||
| Syngenta | 6578 | 6525 |
|
|
||
| Crop Protection | 5507 | 5421 |
| Seeds | 1071 | 1104 |
| Crop Protection: Product line | ||
|
|
||
| Selective herbicides | 1717 | 1717 |
| Non-selective herbicides | 616 | 616 |
| Fungicides | 1438 | 1438 |
| Insecticides | 960 | 960 |
| Professional products | 642 | 642 |
| Others | 134 | 48 |
|
|
||
| Total | 5507 | 5421 |
|
|
||
| Crop Protection: Regional | ||
|
|
||
| Europe, Africa & Middle East | 2053 | 1978 |
| NAFTA | 1853 | 1848 |
| Latin America | 750 | 748 |
| Asia Pacific | 851 | 847 |
|
|
||
| Total | 5507 | 5421 |
|
|
||
| Seeds: Product line | ||
|
|
||
| Field crops | 570 | 598 |
| Vegetables & flowers | 501 | 506 |
|
|
||
| Total | 1071 | 1104 |
|
|
||
| Seeds: Regional | ||
|
|
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| Europe, Africa & Middle East | 538 | 565 |
| NAFTA | 394 | 400 |
| Latin America | 79 | 79 |
| Asia Pacific | 60 | 60 |
|
|
||
| Total | 1071 | 1104 |
|
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||
| Unaudited, Adjusted 2003 Full Year Segmental Results |
| (excluding restructuring, impairment and discontinued operations) |
|
|
| Syngenta |
2003 Reported $m |
2003 Adjusted $m |
|
|
||
| Sales | 6578 | 6525 |
|
|
||
| Gross profit | 3285 | 3277 |
| Marketing and distribution | (1204) | (1193) |
| Research and development | (727) | (726) |
| General and administrative | (645) | (674) |
|
|
||
| Operating income | 709 | 684 |
|
|
||
| EBITDA | 1219 | 1180 |
|
|
||
| EBITDA (%) | 18.5 | 18.1 |
|
|
||
| Crop Protection |
2003 Reported $m |
2003 Adjusted $m |
|
|
||
| Sales | 5507 | 5421 |
|
|
||
| Gross profit | 2724 | 2709 |
| Marketing and distribution | (927) | (916) |
| Research and development | (454) | (453) |
| General and administrative | (563) | (582) |
|
|
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| Operating income | 780 | 758 |
|
|
||
| EBITDA | 1239 | 1203 |
|
|
||
| EBITDA (%) | 22.5 | 22.2 |
|
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| Seeds | 2003 Reported $m |
2003 Adjusted $m |
|
|
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| Sales | 1071 | 1104 |
|
|
||
| Gross profit | 561 | 568 |
| Marketing and distribution | (275) | (275) |
| Research and development | (127) | (164) |
| General and administrative | (59) | (70) |
|
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| Operating income | 100 | 59 |
|
|
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| EBITDA | 146 | 105 |
|
|
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| EBITDA (%) | 13.6 | 9.5 |
|
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| Plant Science | 2003 Reported $m |
2003 Adjusted $m |
|
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| Sales | - | - |
|
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| Gross profit | - | - |
| Marketing and distribution | (2) | (2) |
| Research and development | (146) | (109) |
| General and administrative | (23) | (22) |
|
|
||
| Operating income | (171) | (133) |
|
|
||
| EBITDA | (166) | (128) |
|
|
||
| EBITDA (%) | n/a | n/a |
|
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SIGNATURES
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, thereunto duly authorized.
| SYNGENTA AG | ||||
| Date: | January 18, 2005 | By: | /s/ Damian Heller | |
| Name: | Damian Heller | |||
| Title: | Company Secretary | |||
| By: | /s/ Otto Schürmann | |||
| Name: | Otto Schürmann | |||
| Title: | Financial Compliance Manager | |||