Syngenta AG
Annual Report 2010

Plain-text annual report

Annual Review 2010 0 1 0 2 w e v e R i l a u n n A a t n e g n y S 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 US 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 therefor. For the business year 2010, Syngenta has published three reports: Annual Review (incorporating the Corporate Responsibility Report), Financial Report and Corporate Governance and Compensation Report. All documents were originally published in English. The Annual Review 2010 and the Corporate Governance and Compensation Report 2010 are also available in German. These publications are also available on the Internet: www.syngenta.com Syngenta International AG, Basel, Switzerland. All rights reserved. Editorial completion: February 2011. Design and production: Radley Yeldar, London, UK Printing: NZZ Fretz AG, Zürich, Switzerland Printed on Hello Silk, made with wood fiber from managed forests and manufactured at a mill that has achieved the ISO14001 and EMAS environmental management standards. ® Registered trademarks of a Syngenta Group Company ™ Trademarks of a Syngenta Group Company The SYNGENTA Wordmark, BRINGING PLANT POTENTIAL TO LIFE and the Purpose icon device are trademarks or registered trademarks of a Syngenta Group Company. Switzerland Investor Relations T +41 61 323 5883 F +41 61 323 5880 E global.investor_relations@syngenta.com Media Relations T +41 61 323 2323 F +41 61 323 2424 E media.relations@syngenta.com Share Register T +41 58 399 6133 F +41 58 499 6193 E syngenta.aktienregister@sag.ch Shareholder Services T +41 61 323 9492 F +41 61 568 4146 E shareholder.services@syngenta.com Ordering of publications T +41 58 399 6133 E syngenta.aktienregister@sag.ch Syngenta switchboard T +41 61 323 1111 F +41 61 323 1212 E global.webmaster@syngenta.com USA Investor Relations T +1 202 737 6520 T +1 202 737 6521 E global.investor_relations@syngenta.com Media Relations T +1 202 628 2372 F +1 202 347 8758 E media.relations_us@syngenta.com Contacts for ADS holders T +1 866 253 7068 – from within the USA T +1 201 680 6825 – from outside the USA Syngenta International AG Corporate Affairs Schwarzwaldallee 215 P.O. Box CH-4002 Basel Switzerland www.syngenta.com Article number 016841.040 Syngenta Annual Review 2010 Annual Review 2010 Syngenta is one of the world’s leading companies with more than 26,000 employees in over 90 countries dedicated to our purpose: Bringing plant potential to life. With our innovation in Crop Protection and Seeds, we contribute to addressing global challenges. Contents Overview Contributing to food security Our offer Addressing growers’ needs Creating our offer Governance and financials i Strategic imperatives ii Group performance 01 Business highlights 02 Chairman’s letter 04 Chief Executive Officer’s letter 07 A global challenge 08 Sustainable production systems for agriculture 09 Grow more from less 10 Better solutions for the farmer of the future 11 Increasing resource efficiency 12 Strengthening rural economies 14 Integrated solutions for today’s farmer 17 Corn 19 Soybean 20 Cereals 21 Rice 22 Sugar cane 23 Oilseeds and sugar beet 24 Vegetables 25 Lawn and Garden 27 Research and Development 30 People 32 Operations 35 Crop Protection product line performance 37 Seeds product line performance 38 Board of Directors 40 Executive Committee 42 Financial information 50 Corporate Responsibility performance summary 54 Shareholder information Annual Review 2010 0 1 0 2 w e v e R i l a u n n A a t n e g n y S 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 US 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 therefor. For the business year 2010, Syngenta has published three reports: Annual Review (incorporating the Corporate Responsibility Report), Financial Report and Corporate Governance and Compensation Report. All documents were originally published in English. The Annual Review 2010 and the Corporate Governance and Compensation Report 2010 are also available in German. These publications are also available on the Internet: www.syngenta.com Syngenta International AG, Basel, Switzerland. All rights reserved. Editorial completion: February 2011. Design and production: Radley Yeldar, London, UK Printing: NZZ Fretz AG, Zürich, Switzerland Printed on Hello Silk, made with wood fiber from managed forests and manufactured at a mill that has achieved the ISO14001 and EMAS environmental management standards. ® Registered trademarks of a Syngenta Group Company ™ Trademarks of a Syngenta Group Company The SYNGENTA Wordmark, BRINGING PLANT POTENTIAL TO LIFE and the Purpose icon device are trademarks or registered trademarks of a Syngenta Group Company. Switzerland Investor Relations T +41 61 323 5883 F +41 61 323 5880 E global.investor_relations@syngenta.com Media Relations T +41 61 323 2323 F +41 61 323 2424 E media.relations@syngenta.com Share Register T +41 58 399 6133 F +41 58 499 6193 E syngenta.aktienregister@sag.ch Shareholder Services T +41 61 323 9492 F +41 61 568 4146 E shareholder.services@syngenta.com Ordering of publications T +41 58 399 6133 E syngenta.aktienregister@sag.ch Syngenta switchboard T +41 61 323 1111 F +41 61 323 1212 E global.webmaster@syngenta.com USA Investor Relations T +1 202 737 6520 T +1 202 737 6521 E global.investor_relations@syngenta.com Media Relations T +1 202 628 2372 F +1 202 347 8758 E media.relations_us@syngenta.com Contacts for ADS holders T +1 866 253 7068 – from within the USA T +1 201 680 6825 – from outside the USA Syngenta International AG Corporate Affairs Schwarzwaldallee 215 P.O. Box CH-4002 Basel Switzerland www.syngenta.com Article number 016841.040 Syngenta Annual Review 2010 Annual Review 2010 Syngenta is one of the world’s leading companies with more than 26,000 employees in over 90 countries dedicated to our purpose: Bringing plant potential to life. With our innovation in Crop Protection and Seeds, we contribute to addressing global challenges. Contents Overview Contributing to food security Our offer Addressing growers’ needs Creating our offer Governance and financials i Strategic imperatives ii Group performance 01 Business highlights 02 Chairman’s letter 04 Chief Executive Officer’s letter 07 A global challenge 08 Sustainable production systems for agriculture 09 Grow more from less 10 Better solutions for the farmer of the future 11 Increasing resource efficiency 12 Strengthening rural economies 14 Integrated solutions for today’s farmer 17 Corn 19 Soybean 20 Cereals 21 Rice 22 Sugar cane 23 Oilseeds and sugar beet 24 Vegetables 25 Lawn and Garden 27 Research and Development 30 People 32 Operations 35 Crop Protection product line performance 37 Seeds product line performance 38 Board of Directors 40 Executive Committee 42 Financial information 50 Corporate Responsibility performance summary 54 Shareholder information Syngenta Annual Review 2010 Strategic imperatives Group performance i Creating superior value for our customers and delivering strong performance Integrate We are bringing together our world leading Crop Protection portfolio and our broad Seeds platform to develop a fully integrated offer on a  global crop basis. Engagement We aim to create shared value for all our stakeholders through fostering partnerships and open dialogue. Group sales1 Crop Protection sales1,2 Seeds sales1 2010 2009 2008 11.64 10.99 11.62 2010 2009 2008 8.88 8.49 9.23 2010 2009 2008 2.80 2.56 2.44 $11.6bn +4% (CER) $8.9bn +3% (CER) $2.8bn +8% (CER) Innovate Business ethics Earnings per share3 Free cash flow4 Dividend per share5 We will harness our knowledge of agriculture and our understanding of growers to deliver game-changing technologies which will drive land productivity. Our code of conduct commits us to maintain high ethical standards in all business practices, and we promote a culture of transparency. 2010 2009 2008 $16.44 16.44 16.15 16.40 +2% 2010 2009 2008 1,129 528 729 2010 2009 2008 $1,129m +114% CHF7.00 7.00 6.00 6.00 +17% Outperform Health, safety and environment Number of farmers trained Nationalities in senior management Our aim is to gain market share across our combined businesses and to create value for our shareholders by first creating value for our customers. We are committed to the highest safety and environmental standards for the production, handling and disposal of our products, and we support our business partners in adopting comparable standards. 2010 2009 2008 4.3m CO2e emissions 2010 2009 2008 4.3 3.9 2.4 0.66 0.76 0.75 2010 2009 2008 24 Illness and injury rate6 2010 2009 2008 24 24 22 0.39 0.42 0.50 Read more about our strategy in the Chief Executive Officer’s letter on page 4 0.66 CO2e kg /$EBIT 0.39 1 Growth at constant exchange rates (CER) 2 Including inter-segment sales 3 Fully diluted excluding restructuring and impairment 4 For a definition of free cash flow see page 48 5 Subject to shareholder approval at the Annual General Meeting on April 19, 2011 6 Recordable injury and illness rate (IIR) per 200,000 hours according to US OHSA definition Syngenta Annual Review 2010 Independent Assurance Report on the Syngenta Corporate Responsibility Reporting To the Head of Legal and Taxes, Syngenta International AG, Basel (‘Syngenta’): Main Assurance Procedures Our assurance procedures included the following work: 55 We have performed assurance procedures to provide assurance on the following aspects of the 2010 Corporate Responsibility (CR) reporting of Syngenta. – Evaluation of the application of group guidelines Reviewing the application of the Syngenta internal HSE and CCI reporting guidelines; Subject matter Data and information disclosed with the CR reporting of Syngenta and its consolidated subsidiaries, for the financial year ended December 31, 2010 on the following aspects: – The application of the Syngenta internal Health, Safety and Environment (HSE) and Corporate Community Investment (CCI) reporting guidelines to the CR reporting; – The internal reporting system and procedures, including the control environment, to collect and aggregate CR data; and – The CR Performance Summary disclosed on pages – Site visits Visiting the regional site of Syngenta’s Crop Protection and Seeds Business Units in Singapore and two selected sites of Syngenta’s Seeds Business Unit in Thailand. The selection was based on quantitative and qualitative criteria; Interviewing personnel responsible for internal reporting and data collection at the sites we visited and at the Group level; – Assessment of the performance indicators Performing tests on a sample basis of evidence supporting the CR Performance Summary relative to completeness, accuracy, adequacy and consistency; 50 to 53 of the Syngenta Annual Review 2010. – Review of the documentation Our assurance procedures do not cover the indicator on Salaries in the Performance Summary on page 51 of the Annual Review. Criteria – The Syngenta internal Health, Safety and Environment (HSE) and Corporate Community Investment (CCI) reporting guidelines; and – The defined procedures by which the CR data are gathered, collated and aggregated internally. Responsibility and Methodology The accuracy and completeness of CR performance indicators are subject to inherent limitations given their nature and methods for determining, calculating and estimating such data. Our assurance report should therefore be read in connection with Syngenta’s internal guidelines, definitions and procedures on the reporting of its CR performance. The Board of Directors of Syngenta is responsible for both the subject matter and the criteria. Our responsibility is to provide a conclusion on the subject matter based on our assurance procedures in accordance with the International Standard on Assurance Engagements (ISAE) 3000. Reviewing the relevant documentation on a sample basis, including management and reporting structures and documentation; – Assessment of the processes and data consolidation Reviewing the appropriateness of the management and reporting processes for CR reporting; and Assessing the consolidation process of data at the Group level. Conclusions In our opinion – The internal HSE and CCI guidelines are being applied properly; and – The internal reporting system and procedures to collect and aggregate CR data are functioning as designed and provide an appropriate basis for its disclosure. Based on our work described in this report, nothing has come to our attention that causes us to believe that the data and information mentioned in the subject matter and disclosed with the Corporate Responsibility reporting in the Syngenta Annual Review 2010 does not give a fair picture of Syngenta’s performance in the area of Corporate Responsibility. PricewaterhouseCoopers AG Zurich, February 11, 2011 Dr. Thomas Scheiwiller David Pritchett Syngenta Annual Review 2010 Strategic imperatives Group performance i Creating superior value for our customers and delivering strong performance Integrate We are bringing together our world leading Crop Protection portfolio and our broad Seeds platform to develop a fully integrated offer on a  global crop basis. Engagement We aim to create shared value for all our stakeholders through fostering partnerships and open dialogue. Group sales1 Crop Protection sales1,2 Seeds sales1 2010 2009 2008 11.64 10.99 11.62 2010 2009 2008 8.88 8.49 9.23 2010 2009 2008 2.80 2.56 2.44 $11.6bn +4% (CER) $8.9bn +3% (CER) $2.8bn +8% (CER) Innovate Business ethics Earnings per share3 Free cash flow4 Dividend per share5 We will harness our knowledge of agriculture and our understanding of growers to deliver game-changing technologies which will drive land productivity. Our code of conduct commits us to maintain high ethical standards in all business practices, and we promote a culture of transparency. 2010 2009 2008 $16.44 16.44 16.15 16.40 +2% 2010 2009 2008 1,129 528 729 2010 2009 2008 $1,129m +114% CHF7.00 7.00 6.00 6.00 +17% Outperform Health, safety and environment Number of farmers trained Nationalities in senior management Our aim is to gain market share across our combined businesses and to create value for our shareholders by first creating value for our customers. We are committed to the highest safety and environmental standards for the production, handling and disposal of our products, and we support our business partners in adopting comparable standards. 2010 2009 2008 4.3m CO2e emissions 2010 2009 2008 4.3 3.9 2.4 0.66 0.76 0.75 2010 2009 2008 24 Illness and injury rate6 2010 2009 2008 24 24 22 0.39 0.42 0.50 Read more about our strategy in the Chief Executive Officer’s letter on page 4 0.66 CO2e kg /$EBIT 0.39 1 Growth at constant exchange rates (CER) 2 Including inter-segment sales 3 Fully diluted excluding restructuring and impairment 4 For a definition of free cash flow see page 48 5 Subject to shareholder approval at the Annual General Meeting on April 19, 2011 6 Recordable injury and illness rate (IIR) per 200,000 hours according to US OHSA definition Syngenta Annual Review 2010 Independent Assurance Report on the Syngenta Corporate Responsibility Reporting To the Head of Legal and Taxes, Syngenta International AG, Basel (‘Syngenta’): Main Assurance Procedures Our assurance procedures included the following work: 55 We have performed assurance procedures to provide assurance on the following aspects of the 2010 Corporate Responsibility (CR) reporting of Syngenta. – Evaluation of the application of group guidelines Reviewing the application of the Syngenta internal HSE and CCI reporting guidelines; Subject matter Data and information disclosed with the CR reporting of Syngenta and its consolidated subsidiaries, for the financial year ended December 31, 2010 on the following aspects: – The application of the Syngenta internal Health, Safety and Environment (HSE) and Corporate Community Investment (CCI) reporting guidelines to the CR reporting; – The internal reporting system and procedures, including the control environment, to collect and aggregate CR data; and – The CR Performance Summary disclosed on pages – Site visits Visiting the regional site of Syngenta’s Crop Protection and Seeds Business Units in Singapore and two selected sites of Syngenta’s Seeds Business Unit in Thailand. The selection was based on quantitative and qualitative criteria; Interviewing personnel responsible for internal reporting and data collection at the sites we visited and at the Group level; – Assessment of the performance indicators Performing tests on a sample basis of evidence supporting the CR Performance Summary relative to completeness, accuracy, adequacy and consistency; 50 to 53 of the Syngenta Annual Review 2010. – Review of the documentation Our assurance procedures do not cover the indicator on Salaries in the Performance Summary on page 51 of the Annual Review. Criteria – The Syngenta internal Health, Safety and Environment (HSE) and Corporate Community Investment (CCI) reporting guidelines; and – The defined procedures by which the CR data are gathered, collated and aggregated internally. Responsibility and Methodology The accuracy and completeness of CR performance indicators are subject to inherent limitations given their nature and methods for determining, calculating and estimating such data. Our assurance report should therefore be read in connection with Syngenta’s internal guidelines, definitions and procedures on the reporting of its CR performance. The Board of Directors of Syngenta is responsible for both the subject matter and the criteria. Our responsibility is to provide a conclusion on the subject matter based on our assurance procedures in accordance with the International Standard on Assurance Engagements (ISAE) 3000. Reviewing the relevant documentation on a sample basis, including management and reporting structures and documentation; – Assessment of the processes and data consolidation Reviewing the appropriateness of the management and reporting processes for CR reporting; and Assessing the consolidation process of data at the Group level. Conclusions In our opinion – The internal HSE and CCI guidelines are being applied properly; and – The internal reporting system and procedures to collect and aggregate CR data are functioning as designed and provide an appropriate basis for its disclosure. Based on our work described in this report, nothing has come to our attention that causes us to believe that the data and information mentioned in the subject matter and disclosed with the Corporate Responsibility reporting in the Syngenta Annual Review 2010 does not give a fair picture of Syngenta’s performance in the area of Corporate Responsibility. PricewaterhouseCoopers AG Zurich, February 11, 2011 Dr. Thomas Scheiwiller David Pritchett Business highlights Syngenta Annual Review 2010 01 Advancing solutions for Brazilian growers Record sales of AMISTAR® In April, Syngenta entered into a long-term multi-crop partnership with Embrapa, the Brazilian Agricultural Research Corporation, to advance solutions for Brazilian growers to improve crop quality and yield. The initial focus will be on corn, cotton and soybean. In May we opened new capacity for azoxystrobin, the active ingredient used in our leading fungicide AMISTAR®. Immediate demand for the increased production was reflected in sales growth for the year of 20 percent (CER). Isopyrazam – next generation fungicide Isopyrazam was launched on barley in the UK in March and on wheat in New Zealand in July. It is the first in a new class of next generation fungicides and sets new standards of disease control and yield response. Sustainable Agroecosystems professorship Syngenta announced in November that it will donate CHF 10 million to the ETH Zürich Foundation to finance a new professorship and associated research staff. The professorship aims to advance science, education and public dialogue related to sustainable agriculture and food security. Breakthrough corn trait technology Syngenta celebrates 10 years AGRISURE VIPTERA™, with a new mode of action for broad spectrum insect control, was launched in the USA in time for the 2011 growing season. Field trials of trait stacks containing AGRISURE VIPTERA™ showed a clear advantage over competing products. CEO Mike Mack rang the closing bell on Wall Street on November 12 to celebrate the anniversary of Syngenta’s creation and of the Company’s first listing on the New York Stock Exchange. Over the last 10 years, Syngenta has become one of the world’s leading companies with a fivefold increase in market capitalization. Substantial dividend increase Syngenta Photo Prize 2010 In 2010 the company generated record free cash flow of $1.1 billion. We are proposing a 17 percent increase in the dividend, from CHF6.00 to CHF7.00. The Syngenta Photo Prize 2010 competition recognized outstanding photography with the theme “Bringing plant potential to life”. Winners from around the world were announced on November 16 at a special exhibition in Basel, Switzerland. Syngenta Annual Review 2010 Chairman’s letter 02 Meeting the challenge “The central facts are these: every year the planet has 80 million more mouths to feed; population growth is overwhelmingly in the emerging markets; and by 2050 over 70 percent of the world’s population will live in urban areas.” 1. 2. As the dust settled after the financial crisis of 2009, it became clear that the economic center of gravity had shifted markedly to the so-called developing countries of Latin America and Asia. The acceleration of this long-term, structural change was particularly notable in agriculture where growth in emerging markets significantly outpaced the advanced markets of North America and Western Europe. Syngenta was extremely well placed to capture these growth opportunities and capitalized on the investments made in these regions over the past few years. The inexorable growth in productivity, population and prosperity in these countries led, in part, to the upward pressure on global commodity prices, including staple food crops. In addition, drought in Russia led to an export ban on wheat which propelled the price significantly higher in the second half of the year. Supply concerns in corn and soybean compounded the problem such that grain prices ended the year some 50 percent higher than they were at the end of 2009. This, once again, caused concern amongst policy makers and other stakeholders and reignited the debate about global food security. The central facts are these: every year the planet has 80 million more mouths to feed; population growth is overwhelmingly in the emerging markets; and by 2050 over 70 percent of the world’s population will live in urban areas. The one variable that will not grow, however, is the planet’s natural resources – these are finite and in some cases actually shrinking. The key question, therefore, is how to address this apparently insoluble problem? The answer lies in innovation and collaboration. Innovation in bringing new technologies and business models to life, and collaboration between each member of the food value chain to bring their skills, resources and capabilities to tackle the problem. At Syngenta, we believe our unique contribution lies in innovation through integrating our technologies. By doing so we believe we can discover products that have the attributes of enhancing calories produced per acre; protecting and maximizing the earth’s natural resources and ensuring that rural communities remain vibrant and economically viable. 1 2 Speaking at the UNCTAD World Investment Forum in Xiamen, China, on September 7, 2010, involving global leaders from many countries around the world. Touring field trials carried out by the Pathumthani Rice Research Center. The Syngenta team in Thailand cooperates closely with the Department of Rice on  rice productivity. Syngenta Annual Review 2010 3. 4. 03 3 At a Flowers exhibition in the young plant production facility in De Lier, The Netherlands. 4 Visiting a retailer of Syngenta products in the Fujian Province, China. The retailers are the vital link between the local Syngenta teams and the growers. This is an integrated approach from which we are already seeing tangible results. In Brazil, for example, our new solution for sugar cane growers, PLENE™, will fundamentally change how this crop is planted, grown and harvested. With greatly enhanced yield, lower water usage and better carbon sequestration PLENE™ ensures a more productive and sustainable crop. In addition, through a partnership with industry association, Unica, we are helping to provide new, safer and better job opportunities for the workers who previously toiled in the field in hot and dangerous conditions. That partnership was one of many that we forged during 2010 in order to find novel ways to address the many challenges of providing food security. Also in Brazil, we signed a ground-breaking agreement with Embrapa, the national agricultural research corporation to share technologies in corn, soybean and cotton and ensure access to growers both large and small. In April, we signed a public-private partnership with the International Maize and Wheat Improvement Center (CIMMYT) to develop and enhance technology in wheat. In Asia, we strengthened our partnership with the International Rice Research Institute (IRRI) in order to develop the potential of rice across the region. Finally, in November, we announced a 10-year collaboration with ETH Zurich to fund research into sustainable agroecosystems. These agreements point the way to our increasingly crop and grower-focused approach to our business, as you see reflected in this year’s report. On my visits this year around the world to see our customers I learned more about the increasingly complex challenges that they face. My discussions with them, and also with many Syngenta employees, underpinned my confidence that the Company is uniquely placed to offer growers differentiated products and solutions that address their challenges both today and in the future. As well as speaking to our customers, I also met with numerous other stakeholders around the world. The contribution that Syngenta makes is increasingly recognized and our standing and reputation continues to grow. Our collective reputation rests with the individual actions and conduct of the more than 26,000 employees around the world. Throughout 2010, our revised Code of Conduct was further embedded in the organization. Compliance with this code, in addition to all aspects of legal, ethical, societal and environmental matters is overseen by the Corporate Responsibility Committee of the Board. Ensuring the protection of the Company’s economic, physical and reputational assets, along with oversight of the strategic direction and financial performance of the Company comprise the primary focal points of the Board of Directors. I am indebted to my Board colleagues for the diligence and enthusiasm with which they discharged their duties throughout the year. 2010 marked the tenth anniversary of Syngenta. The Company has achieved a great deal in those years. As we look into the future, agriculture has never been more central to the world’s social, political and economic development. The production of sufficient affordable, high quality food is not a given and is reliant upon innovation. The production of this food in a more sustainable way will require innovation, collaboration and a new, holistic way of looking at value creation. I am pleased to say that Syngenta is at the forefront of these developments and is well placed to be highly successful for the next 10 years of its life. Martin Taylor Chairman Syngenta Annual Review 2010 Chief Executive Officer’s letter 04 Integrating our offer Syngenta’s results for 2010 illustrate the transformation in the scale of the Company since its creation ten years ago. Sales of $11.6 billion are 84 percent higher and earnings per share of $16.44 compared with $2.20 in 2001. While agricultural markets have certainly expanded over the period, these figures also reflect steady gains in market share and an outstanding record of innovation. In addition, continuing focus on operational efficiency has increased profitability while creating the headroom for investments in strategic growth areas. Most notably we have expanded our presence in the emerging markets, which now account for almost 50 percent of sales. “The path Syngenta is now pursuing recognizes the imperative of yield gain but also goes beyond it, to encompass all the resources involved in achieving global food security.” Emerging markets were the main driver of our Crop Protection business in 2010, enabling us to achieve growth in sales over the previous year. We achieved this in the face of a highly competitive pricing environment, notably in North America, which led to a reduction in group earnings in the first half. This was offset by higher operating income in the second half, with rapid growth in the emerging markets of Asia Pacific and strong demand in the main season in Latin America. In Latin America, we have been attentive to multiple opportunities across crops in the many countries of the region, while maintaining our leading position for soybean in the key Brazilian market. This reflects the success of PRIORI XTRA®, based on our world leading fungicide AMISTAR®. Global sales of AMISTAR® reached $1.2 billion in 2010 with growth of 20 percent (CER) on the previous year, demonstrating the excellence in product development which enables us to maximize product lifecycles and to maintain high margins on blockbuster products. The opening of new capacity for AMISTAR® at Grangemouth, 1. 2. 3. 4. Syngenta Annual Review 2010 Scotland, in May underpins our expectation of further substantial growth in the coming years. launch of PLENE™ on sugar cane in Brazil and the development of an integrated rice seedling offer in Asia. 05 Seeds registered broad-based growth across all product lines and all regions. Vegetables and Diverse Field Crops continued to show steady underlying growth, supplemented by acquisitions in sugar beet and sunflower. Industry-leading profitability in both these product lines is testimony to the depth and variety of our germplasm pools and to our breeding expertise. These strengths are also becoming increasingly apparent in the performance of Corn & Soybean: in the USA, field trials showed that the diversity of our corn genetics is now producing yield outperformance against major competitors. Our triple stack corn seed reached market penetration levels in 2010 and will be complemented in the 2011 season by the new trait AGRISURE VIPTERA™, which delivers unrivalled broad lepidoptera control. The advances in our portfolio are reflected in a further marked improvement in Seeds profitability in 2010. The progress made by Seeds, in both financial and portfolio terms, gives further impetus to the new commercial direction we are now formally implementing worldwide. This strategy is founded on three core objectives: Integrate, Innovate and Outperform. Our aim is to bring together Crop Protection and Seeds to develop a fully integrated offer on a global crop basis. A first step will be the merging of commercial operations globally over the next two years, building on models already successfully introduced in our second largest market Brazil as well as in a number of smaller countries. The commercial integration will be overseen on a regional basis by our two Chief Operating Officers, who will each have cross-business executive responsibility for two regions: John Atkin for Europe, Africa and the Middle East and Latin America, and Davor Pisk for North America and Asia Pacific. John and Davor will continue to guide the Crop Protection and Seeds businesses respectively. They will also each have global strategic responsibility for four of the eight major crops in which we will be focusing our investments over the coming years. We shall at the same time be investing in our people, to ensure that we maximize the wealth of experience and talent which gives us a unique capability to address the increasing complexity of the challenges facing farmers. We define innovation in the broadest sense, signifying new markets and ways of reaching customers as well as new products. Continuing investment in Research and Development is inherent in our company purpose of Bringing plant potential to life and will play a key role in the delivery of integrated technologies. We are establishing common R&D platforms based on the understanding of plants which informs both chemical and biological solutions. We will increase the return on R&D through value-adding partnerships and collaborations, such as the agreement with CIMMYT signed in April which has as an objective the combination of crop protection and seeds to enhance plant performance in wheat. Breakthroughs in the realization of innovative integrated offers include the Our aim is to outperform in both operational and financial terms. We believe that the creation of unique solutions to meet grower needs will lead to sustained market share growth across the business. We will measure financial performance by targeting Cash Flow Return on Investment in excess of 12 percent and a group EBITDA margin in the range of 22 to 24 percent by 2015. We will target a continuous increase in the dividend with the new higher payout in 2011 as the starting point. Syngenta’s new commercial strategy is actually the culmination of plans and initiatives that have been underway in the Company for some time. Over the last 12 months I have visited operations in many parts of the world and have witnessed both the potency of our portfolio and the energy of our people in bringing a crop-based offer to market. Examples range from new technologies for coffee growers in Colombia to integrated solutions for vegetables in Vietnam. We are taking the concept of customer relationships to a new level, by systematically thinking like a grower as he considers the increasingly complex set of decisions relating to his crop inputs and how best to integrate them on the farm to maximize his investment. It is by imbuing our entire organization with this mindset that we will create competitive advantage in the future. The path Syngenta is now pursuing recognizes the imperative of yield gain but also goes beyond it, to encompass all the resources involved in achieving global food security. A recent study by the World Business Council for Sustainable Development, which I had the honor of co-chairing, looked at the economic and resource challenges of sustaining a world population of 9 billion in 2050. To enable this number of people to live well and within the limits of the planet, agriculture must achieve a doubling of world food production while conserving water and energy. This can only happen through a holistic and long-term vision of the way we grow crops. Syngenta is already deploying an array of tools and expertise to help make this vision a reality. On behalf of the Board and the Executive Committee, I would like to thank all our employees for making Syngenta what it is today and for bringing the Company to this exciting stage of its development. I know that I can count on their energy, enthusiasm and dedication as we work together to forge a meaningful contribution to the development of agriculture worldwide. Michael Mack Chief Executive Officer 1 In discussion with Marc Hillard, Transformation Manager, at a special exhibition in Basel that marked the completion of Syngenta’s capacity expansion program. 2 Andrés Álvarez, Marketing Manager Andean, Caribbean & Central America discusses coffee growing at La Holanda plantation in Colombia. 3 Examining the roots of a rice plant with Huynh Van Thon, Chairman of AGPPS (An Giang Plant Protection Service), Vietnam’s largest distributor. 4 Looking at the different seed treatment offerings for Flowers and Vegetable seeds in Enkhuizen, The Netherlands. Syngenta Annual Review 2010 06 Contributing to food security Syngenta Annual Review 2010 Scarcity of water, energy and land is expected to define food production in the coming decades. This will increase the existing pressure on farmers, who are working to meet the world’s needs for food, fuel and fiber. Demand for food has long exceeded supply in some regions. Every day, almost 1 billion people go to bed hungry. With the global population expected to reach 9 billion by 2050, this figure could rise if action is not taken. 07 climate that is changing more rapidly; in many areas, this will mean higher temperatures and erratic weather patterns. They will have to contend with limited availability of land and water – already agriculture uses 40 percent of the world’s land surface and 70 percent of all available fresh water2. And their agricultural practices will need to protect biodiversity through increasing productivity without further expanding into natural ecosystems. While great strides have been made, many regions fall short of producing their full potential of local crops, and this agricultural yield gap must be closed to achieve food security. Worldwide, this represents nearly 500 million farms of 2 hectares or less, supporting over 2 billion people. Increasing productivity in these areas is vital to reaching food security. Although the challenges ahead are daunting, they are by no means insurmountable. Agriculture has a major role to play in opening the way for food security while protecting precious natural resources and contributing to rural economic growth. A global challenge “ People used the equivalent of 1.5 planets in 2007 to support their activities.” The Living Planet Report 2010 World Wildlife Fund (WWF) The World Food Summit of 1996 defined that food security exists “when all people, at all times have access to sufficient, safe, nutritious and affordable food to maintain a healthy and active life.” To make this happen, farmers will need to achieve at least a 70 percent increase in food production by 20501. The journey to food security won’t be easy. Drivers of food insecurity range from environmental stress and natural disasters to political and trade issues. The megatrends of growing population, greater affluence and urbanization mean that more people want greater amounts of better quality food. Yet while demand for food is growing, farmers’ ability to increase productivity is challenged as never before. In the coming years, they will have to deal with a 1 FAO, “How to feed the world in 2050” 2 UNESCO Syngenta Annual Review 2010 Contributing to food security 08 Sustainable production systems for agriculture In February 2010, Syngenta collaborated with 29 other businesses and the World Business Council for Sustainable Development (WBCSD) to launch “Vision 2050: The new agenda for business.” This study lays out a pathway leading to a global population of some 9 billion people living well and within the resource limits of the planet by 2050. We are contributing to making this vision a reality by helping farmers produce enough food for a growing population. Syngenta takes a system-wide approach to sustainable agriculture that focuses on the links between technology, land and people. Strong rural economies are the keystone of the sustainable agricultural system and fundamental to achieving food security. Our technology – combined with supporting infrastructure, access to markets and financial resources – enables better solutions for farmers so they can increase productivity and improve farm profitability. At the same time, our agricultural solutions can have a beneficial impact on water, land and biodiversity by allowing more efficient use of basic natural resources. Thus, agricultural technologies enable a sustainable production system that protects the long-term economic and environmental viability of farming. Farmers can earn better incomes, live better lives and become stewards of the land. Find out more www.syngenta.com/ar2010 Preserving the environment through agriculture Lucas do Rio Verde, a major agricultural city of Brazil’s Mato Grosso, is an area historically affected by deforestation. In 2007, Syngenta, its distributor Fiagril and other partners co-created Lucas do Rio Verde Legal to raise awareness among local governments, farmer associations and the broader population that it was possible to grow and produce without violating the state’s forestry and labor legislation codes. Results were so positive that the state government of Mato Grosso has since expanded the project to all other municipalities, and the federal government has created a similar initiative. “Our region is a major soybean producer, so implementing a model for environmental conservation wasn’t an easy journey. However, it turned out to be an overwhelmingly positive experience as we had so many partners supporting us.” Marcos Castro Regional Sales Manager at Syngenta Featured above: Marcos Castro (left); Marino Franz, Mayor of Lucas do Rio Verde municipality and owner of Fiagril (middle); and Ivanor Cella, farmer and Syngenta customer (right). Syngenta Annual Review 2010 09 Grow more from less Syngenta believes that farmers can produce enough to meet the world’s needs for food, fuel and fiber and safeguard the only planet we have for future generations – if we take a system-wide approach that links technology, land and people. These three elements build the foundation for a sustainable production system in which technology enables better solutions for farmers to increase productivity and  profitability, to increase resource efficiency, and help reach food security. Better solutions Technology R e s o u r c e e f fi c i e n c y People Land Rural economies Better solutions Resource efficiency Rural economies Choices on the farm Preserving the land Building markets To ensure that farms meet their productivity potential, we need enabling and transparent regulations, to make safe technologies available to farmers. Accelerating innovation We need mechanisms to share innovation; protecting intellectual property helps stimulate research and development. Sharing knowledge Agriculture is based on knowledge supported by science; we need new partnerships to raise agronomy skills and share expertise. We need to increase productivity on existing farmland. High stakes for water Forty percent of water used for agriculture is wasted; we need solutions that increase water efficiency. Vitality of biodiversity Biodiversity and agriculture depend on each other; we need to protect the diversity of nature to secure our food supply and quality of life. Growing is not enough; farmers need supporting infrastructure and access to markets, finance and information. Valuing farm work Rural economies carry the weight of feeding the world; farming needs to be worthwhile and profitable. Community development We need agriculture to spur socio-economic development of rural communities. Syngenta Annual Review 2010 Contributing to food security 10 Find out more www.syngenta.com/ar2010 “I’ve never seen a pesticide rate reduction technology generate this level of excitement and enthusiasm among farmers. The benefit of this program is obvious. I am very proud to promote it.” Prof. Ducai Liu Syngenta Technical Manager, Yangtzu Business Unit, China Featured above: Prof. Ducai Liu (left) and Diyun Liang, Ministry of Agriculture. Demonstrating value to smallholder rice farmers In China, 100 million farmers grow the rice that is a staple for 1.3 billion people, yet almost all of them are smallholders. Demonstrating the value of properly used Syngenta solutions to these growers has not been easy in the past. To show farmers how to reduce the use of pesticides while increasing yields, the company’s local Crop Protection team began collaborating with China’s National Agro-Tech Extension Center (NATESC). Farmers in each of the 10 major rice production provinces were recruited and trained on how to calibrate equipment, when to spray, and how to use Syngenta products that require fewer applications – such as VIRTAKO® and ARMURE®. Now three years old, the program has shown that farmers can grow more using 50 percent less pesticide, and generating an additional $300 in yield per hectare on average. Chinese growers and government agencies have taken notice. Syngenta not only increased market share, but also was honored in 2010 with a prize for Outstanding Corporate Social Responsibility Performance, from the China Association of Enterprises with Foreign Investment and the China Charity Federation. Better solutions for the farmer of the future “ The task of increasing food availability through production on a constant area of land with reduced inputs is such an enormous challenge that no useful approach or technology can be ignored.” Reaping the benefits: science and the sustainable intensification of global agriculture, 2009 The Royal Society Syngenta values farm work – we see the people in rural communities as our business partners. As with any business, farmers must have the skills and tools to prosper. Our contribution goes beyond providing technologies: we offer advanced, integrated solutions for the challenges facing farmers today and in the future. To achieve the best yields under their specific conditions, farmers must use high quality seeds, water efficient technologies, nutrients, insect and weed management, and soil conservation. These solutions help farmers meet the needs of their customers and successfully compete in global and local markets. Consumers all over the world are not only demanding more food, but a greater variety including meat, dairy, and higher quality fruits and vegetables. Syngenta’s training programs enable farmers to boost yields sustainably, improve quality of produce, and enhance their livelihoods. In India, for example, Syngenta has established a “crop health center,” called Krishi Shakti, which provides agronomy advice and resources to farmers from surrounding villages. In parallel, Syngenta started operating Krishi Shakti vans to support farmers on their farms. These programs provide crop diagnostics, soil testing, library facilities, training and education, demonstration plots and interactions with scientists. As a result, member farmers use Syngenta products and have increased yields and quality of their crops. In another example, our PLENE™ technology, being launched in 2011, addresses challenges in the sugar cane industry in Brazil. With this innovative technology, sugar cane segments are treated with seed care applications to protect them in early growth stages. Since mechanized planting is faster and safer with new technology developed in conjunction with leading equipment manufacturer John Deere, growers can harvest and replant their fields more frequently. This eliminates the typical yield degradation of the crop and increases overall productivity, leading to a yield gain of up to 15 percent. Operation Pollinator™ 13 Countries in which the program is already running. Increasing resource efficiency Syngenta recognizes that better solutions will not only address the need for increased productivity, but will also help farmers to manage and protect the environment: sustainable, intensive farming improves resource efficiency. A recent study by Stanford University found that an area of land larger than Russia has been saved from cultivation because farmers in many parts of the world have used modern technology to grow more on their farms in the last 50 years1. In Brazil, for instance, the rate of Amazon deforestation plunged to a historic low in 2009 – nearly 75 percent below its 2004 peak – while productivity increased faster than in any other country in the world2. Such productivity gains must continue, if we are to feed the world without increasing the area of cultivated land. As fewer virgin areas are cultivated, the biodiversity of natural ecosystems is saved from habitat loss. Protecting biodiversity is not only important for the wellbeing of the planet, but also vital to healthy and productive agriculture. This includes crop pollination, healthy soil, water and air purification, and the genetic diversity of wild plants. Syngenta proactively initiates programs to protect biodiversity around farms. For example, Operation Pollinator™ 3 works with farmers to create farm borders of wild flora for pollinating insects, that depend on nectar and pollen for healthy diets. The results show a substantial increase in valuable pollinators, including bees. The program is already running in 13 countries, and is a good example of how good farming practices conserve the environment. Conserving water Fresh water is critical to productive agriculture; it must be protected and used more efficiently. Yet, up to 40 percent of the fresh water used in agriculture is wasted. A recent study by the 2030 Water Resources Group4 found that existing agricultural technology can sustainably increase water use efficiency, at reasonable cost and with little investment. Syngenta Annual Review 2010 11 Syngenta’s integrated solutions help farmers produce the highest yield from water used. These solutions include improved seeds and crop protection products. For example, in 2011 we will be the first company to market corn hybrids that use available moisture more efficiently, giving higher yields on drought stressed acres. These hybrids also have the potential to reduce water use in irrigated farming and protect plants during unexpected drought. Herbicides that control weeds and lower the need for tillage provide another way to save water. No- or low-till farming improves the soil’s ability to absorb water and reduces moisture loss. As a result, soil is protected against erosion and water runoff. Stopping runoff also prevents agricultural chemicals and soil in fields from polluting rivers and streams. Protecting resources Another way to save natural resources is to prevent crop loss due to inadequate crop protection. Up to 50 percent of crops are lost in many parts of the world because of weeds, insects, fungi and spoilage. Syngenta products reduce crop loss on the field and after harvesting which, in turn, protects against the waste of water and energy, and loss of income. Syngenta has also implemented programs that directly help preserve the environment. In southwestern Columbia, for example, the Ecoaguas initiative focuses on preserving important watersheds. It aims to regulate the water cycle through planting indigenous trees grown by community nurseries. Over the last 16 years, more than 760,000 trees have been planted, and training has promoted environmental awareness and good farming practices. 1 Greenhouse gas mitigation by agricultural intensification. Proceedings of the National Academies of Science (2009) 2 Tollefson J, The global farm. Nature, 466, 554-556, (2010) 3 www.operationpollinator.com 4 Charting our water future (2009) Syngenta Annual Review 2010 Contributing to food security 12 Strengthening rural economies “ Only with sustainable intensification of crop production can serious progress be made towards achieving the Millennium Development Goals on hunger and poverty reduction and on ensuring environmental sustainability.” Shivaji Pandey Director, FAO’s Plant Production and Protection Division, keynote speech at the IVth World Congress on Conservation Agriculture in New Delhi, 2009 When rural communities can sustainably grow more from less and profitably sell their crops, they can live more prosperous lives. But this isn’t easy considering the challenges they face. Erratic weather, insects, disease and weeds can ruin crops and diminish incomes. Farmers must also deal with the risks of a volatile market – even with a good crop, prices may be low. Syngenta recognizes that the world’s farmers need more tailored, integrated solutions to make agriculture an economically viable and rewarding way of life. In developed countries, rural communities have made great strides in productivity. The journey to achieve sustainable increases in productivity continues in the emerging economies, but this is hindered by lack of access to modern technologies, knowledge sharing, financing and markets. Bringing modern technologies to farmers Often farmers are unable or unwilling to invest in the technologies they need to increase productivity. Smallholders face the constant risk that investment in better seeds and fertilizer will be lost if drought, flooding or disease destroy their crops and wipe out the benefits of their purchase. But as a result of not using the best inputs, yields remain far below their potential. To overcome this problem, the Syngenta Foundation for Sustainable Agriculture (SFSA) offers creative financial solutions designed to reduce the risk for farmers investing in sustainable increases in productivity. For instance, the Agriculture Index Insurance Initiative launched in 2008 in Kenya aims to develop the potential of micro- insurance for smallholders. The Syngenta-subsidized Kilimo Salama program – “safe farming” in Kiswahili – allows smallholders to insure selected farm inputs at their local retailer and pay half the premium. If  there is insufficient rainfall as reported by automated weather stations, then farmers are compensated for their investment. Syngenta Foundation for Sustainable Agriculture The Syngenta Foundation for Sustainable Agriculture (SFSA) creates value for smallholders in developing countries. Through collaborations with local partners, including government institutions, private companies and non-governmental organizations (NGOs), SFSA provides innovations required for sustainable agriculture and eases access to markets. The Foundation currently runs projects in Africa, Asia and Latin America, and it contributes worldwide to the public debate on agricultural development. In 2010, SFSA started its first projects in Indonesia and Vietnam, which focus on improving farmers’ livelihoods through extra cash crops. It piloted a project with smallholders in the Peruvian Andes, partnering with an NGO and the regional division of McDonald’s. And it invested in the World Bank’s BioCarbon Fund, which buys carbon credits in developing countries. As well as piloting new activities, SFSA also places strong emphasis on successful scale-up. In India, it continued its rapid expansion of agricultural extension. The aim is to reach 200,000 farmers by 2014, up from some 30,000 at the start of 2010. In Kenya, SFSA scaled up its weather index insurance from 200 smallholders in 2009 to about 12,000 in 2010. The creation and rapid uptake of this insurance have only been possible due to the SFSA’s catalytic lead. Pictured left: Njeri Muriuki registering a farmer’s drought insurance through her SFSA-enabled cellular phone. Find out more www.syngentafoundation.org Syngenta Annual Review 2010 13 Camcoa 300™ in Cameroon Cocoa is one of the most important cash crops grown in Cameroon, but often it is difficult for smallholder famers to access markets and sell their crop. In 2010, Syngenta set up a program to help these farmers through partnerships with smallholder cooperatives, government agencies and cocoa traders. The program provides agronomy training to produce higher yields and better quality cocoa beans. “We are also sharing knowledge about entrepreneurship accounting and savings so farms can operate as successful businesses and not be forced to sell at lower prices,” says Aurore Jamet, project manager for Camcoa 300™. Over 500 growers spanning 1,500 hectares have been trained thus far, with a target to reach 25,000 growers. “ The Camcoa project will help us to commercialize our efforts by creating a link between traders and farmers. The training about savings will enable farmers to invest in their cocoa trees, and Syngenta training brings us the knowledge we need in order to protect our culture.” Stephen Nkwen Cocoa grower Featured left: Stephen Nkwen (right), Aurore Jamet, Syngenta in Cameroon (middle); and André Moukam, grower (left). Watch video and find out more www.syngenta.com/ar2010 Increasing access to markets Syngenta also works with local partners to help open markets for farmers. The NUCOFFEE™ initiative in Brazil, for example, connects growers, cooperatives, and roasters in a transparent business partnership. The program helps mitigate the financial risks farmers face when investing in inputs with the uncertainty of growing and selling a coffee crop. With the right agronomy advice and technology, they are able to meet demanding international quality standards, sell their harvest and become profitable farmers. These Syngenta examples demonstrate that global agriculture demands a range of approaches that are specific to crops, localities, resources and cultures. There is no one way to reach food security, but integrated solutions that recognize the links between technology, land and people can make great strides toward this ambition. Syngenta is helping to put into the hands of growers innovative technologies and knowledge that can enhance yields, improve incomes, and protect natural resources. Average subscription $0.50 Weekly cost paid by smallholders in India to receive timely crop information on pest and disease management. Creative knowledge sharing Getting information regularly to the farmers who need it requires creative solutions. For instance, we address the need for knowledge sharing on a regular basis, over large and often remote areas in India, through a partnership with Nokia Life Tools. This partnership has led to an easy-to-use application for cell phones that gives growers access to timely, crop-specific tips on pest and disease management. Farmers subscribe to the service for a nominal cost of around $0.50 per week. By the end of 2010, two million subscribers were using the agriculture service, which includes information provided by Syngenta. Syngenta Annual Review 2010 Our offer 14 Integrated solutions for today’s farmer Leading in research and development Conserving natural resources Global reach and experience With a $1 billion annual investment in R&D and a global network of R&D centers, Syngenta leverages scientific insights in plant physiology, chemistry, genetics and biotechnology to provide comprehensive programs that help address growers’ diverse and changing needs. Syngenta’s high-yielding seeds and innovative crop protection products help growers get more from existing land, and preserve ecosystems. This is complemented by our extensive training and stewardship programs to promote modern agricultural practice. Our teams in over 90 countries use their local knowledge and understanding, together with the breadth of expertise from across the business, to tailor solutions that create value for growers. This unique insight gives Syngenta a sustainable competitive advantage. Syngenta Annual Review 2010 15 Through our world-class science, leading portfolio of crop solutions and strong presence in all agricultural markets, we are uniquely positioned to help growers around the world to grow more from less. Access to high- quality genetics Syngenta has industry-leading genetics and traits, and we breed high-quality seeds for corn, soybean, sunflower and other field crops, vegetables and flowers. We use conventional breeding techniques as well as modern biotechnology to provide growers with the best choice for high yields and quality. Protecting and enhancing plant performance Our broad range of safe and efficient products protect crops from planting to maturity, guarding them from insects and disease, while reducing competition from weeds for nutrients and water. They also improve plant vigor and help reduce yield losses in periods of drought. Benefits for customers and rural communities Our innovations and technology benefit our customers in many ways. Consumers appreciate features such as better taste and healthier food. In rural communities, we help to improve livelihoods through raising agricultural productivity, training and stewardship programs. Syngenta Annual Review 2010 16 Addressing growers’ needs Syngenta Annual Review 2010 17 Syngenta uses its expertise in plant breeding, crop protection and seed care to deliver solutions designed to bring plant potential to life. Whether they grow corn or rice, vegetables or flowers, farmers around the world trust Syngenta to help them produce healthy, premium crops and minimize the use of precious natural resources. Sales in Corn $m Corn Around 60 percent of global corn production is destined for animal feed. This means that the global importance of corn is expanding particularly in emerging markets, where growth in meat consumption is increasing. Corn growers are also supplying other end uses such as sweeteners, plastics and – particularly in the US – biofuels. Corn is one of the most productive crops: plant one seed, and you get over 500 kernels in return. Hybridization over many years has allowed enormous productivity gains, and this has been complemented in the last decade by the development of biotech traits in North America, Latin America, Asia and South Africa. As a result, the value of corn seed has risen, and seed selection has become a key grower decision. In addition, to safeguard their substantial investment in seed, growers need a range of solutions to protect their crop from weeds, insects and environmental stress. Leading herbicide range These solutions have to evolve to meet new challenges. In 2010, the full extent of weed resistance to glyphosate became widely acknowledged, with nine resistant weeds now identified in the USA. Syngenta anticipated this development early on, and in 2005 launched glyphosate pre-mixes that deal effectively with resistant weeds while retaining the convenience of glyphosate. Sales of HALEX® GT have expanded rapidly over the last two years, building on the success of comprehensive pre- and post-emergence weed control programs such as LUMAX® and LEXAR®. Crop Protection 1,290 240 Seed Care 850 Seeds 2,380 Total All crop sales in this section are based on Syngenta estimates. Crop enhancement in corn Combinations of our leading crop protection chemistries are also driving crop enhancement in corn. New fungicide programs including QUILT XCEL® and QUADRIS® led to a significant increase in adoption over the previous year, as growers recognized benefits in yield, quality, and ease of harvesting. In Seed Care, we have built on the success of CRUISER® insect control with the launch in the USA of AVICTA®, the first nematicide seed treatment. Growers had previously not realized the extent of the damage caused by nematodes which, by virtue of their scattered presence, can be difficult to locate and combat. AVICTA® COMPLETE PAK offers a convenient and targeted solution that also includes CRUISER® and the fungicide DYNASTY®, based on the active ingredient azoxystrobin. AVICTA® has now also been launched on soybean where it has significant potential. Germplasm diversity Alongside a world-leading crop protection portfolio for corn, Syngenta has a global corn seed business founded on research and development platforms that leverage diverse germplasm resources. We combine these resources with state-of-the-art breeding technology and the strength of local breeding programs to deliver a continuous flow of high- performance products. Our performance in Southeast Asia is one example of the success of this strategy: development of our proprietary tropical germplasm has given us leading market positions in both Vietnam and Thailand. And in China, we are broadening our portfolio by drawing on resources from both Europe and North America. Syngenta Annual Review 2010 Addressing growers’ needs 18 Germplasm performance underpins the rapid progress in our US corn seed business. Following the acquisitions of Garst and Golden Harvest in 2004, we embarked on a major product overhaul that involved pooling and then crossing the acquired germplasm. Today, our unique portfolio offers genetic diversity and demonstrates advantages over the competition in yield performance. Innovation in biotechnology Syngenta’s germplasm is now accompanied by an outstanding suite of biotech traits. The AGRISURE® 3000GT triple stack reached market levels of penetration in 2010, accounting for around 60 percent of the offer. At the end of the year, in time for the 2011 season, we launched AGRISURE VIPTERA™ – our first distinctive proprietary trait with unparalleled broad lepidoptera control. Initial yield data and market reception were highly positive. We were also the first company to bring to market a water optimization solution with the launch of AGRISURE ARTESIAN™, a native trait offer with the potential for subsequent biotech combinations. An output of our deep understanding of water use efficiency at the genomics level combined with extensive breeding programs, AGRISURE ARTESIAN™, offers 15 percent yield preservation in mid- to high-drought conditions without yield drag. We are leveraging our traits across borders, with the launch of double stack corn in Argentina and of VIPTERA in Brazil. Launched initially as a single trait, VIPTERA has now become part of the first triple stack product to receive approval in Brazil. We are also creating stacking possibilities in the Philippines with the launch of GA21 herbicide tolerance in addition to our existing Bt offer. Our goal is to enable corn growers around the world to capture value from the improved productivity necessary to sustain economic development. We will do this by offering tailored solutions that embrace the full range of technologies. Watch video and find out more www.syngenta.com/ar2010 Towards the perfect ear of corn Every year in the US, yield and grain quality losses add up to an estimated 238 million bushels of corn, or $1.1 billion. But like many corn growers, Mike Schmidt from De Witt, Iowa, had come to accept the significant losses that unpredictable and damaging pests like the black cutworm and corn earworm can cause. These insects do their damage unseen, and they are very difficult to control using traditional insecticides. The USDA approval of AGRISURE VIPTERA™ in April and introduction into the market in autumn 2010 generated excitement. Nonetheless, growers are fairly risk-averse and highly tactical in how they evaluate new corn traits, so there was some initial skepticism. With a novel mode of action controlling more above ground pests than any other product on the market, Syngenta’s new seed trait just sounded too good to be true. But after seeing the results on his fields, Mike is a believer. “In our area we haven’t paid as much attention to above-ground pest pressure like corn earworm and black cutworm before, because by the time we had noticed the damage, it was too late or there was no way to effectively control them. AGRISURE VIPTERA™ controls these pests well and gives us season-long control of these above-ground pests, so there is no need to worry or scout any of these fields.” Mike Schmidt Farmer, DeWitt, Iowa, USA Featured above: Mike Schmidt (left) and Rich Lee, Syngenta Field Agronomist. Syngenta Annual Review 2010 Sales in Soybean $m 19 Crop Protection 1,290 170 Seed Care 430 Seeds 1,890 Total Soybean Protein meal for animals accounts for around 70 percent of global soybean production, and demand from emerging markets is increasing. Most of the world’s production – more than 80 percent – is concentrated in the USA, Brazil and Argentina. Productivity is vital to growers in these countries as they compete to satisfy increasing demand for imports, especially from China. Latin American growers have made enormous strides in productivity despite soybean rust, an endemic and devastating disease. Effective treatment of the disease has enabled the expansion of soybean production – the market for related crop protection products is now over $1 billion. Syngenta plays a leading role with a one-third share of the market. This reflects the success of the mixture product PRIORI XTRA®, particularly in areas of high disease pressure. Managing weed resistance US growers have become accustomed to managing crops more easily since glyphosate was introduced in the mid-1990s. But the emergence of glyphosate- resistant weeds over the last five years has made it imperative to adopt a more differentiated approach. Syngenta’s portfolio of selective herbicides for soybean – now marketed in the form of glyphosate pre-mixes – has provided a cost-effective and convenient solution. Multiple ways of protecting high quality seeds Soybean has traditionally been perceived as having less value than corn. But its potential for yield improvement through high-quality germplasm, as well as native and biotech traits, is attracting increasing attention. In the USA, the strong performance of Syngenta’s germplasm underpinned the 2010 gain in market share. We are building on this advantage by offering integrated solutions that include seeds, crop protection and seed care. For example, the Aphid Management System combines seed varieties bred with genetic resistance to aphids with CRUISER MAXX® seed treatment, which also boosts yield and vigor. And high- yielding varieties with genetic resistance to the soybean cyst nematode are now complemented by AVICTA®, the nematicide seed treatment launched for corn a year ago and now available also for soybean. In Latin America, where we have already combined our Crop Protection and Seeds sales forces, integrated offers will further expand our footprint. In Brazil, the success of VMAX® soybean, which combines the advantages of glyphosate-tolerant technology with fast-maturing germplasm, has driven rapid gains in market share. In Argentina, the acquisition of SPS in 2008 gave us a platform for the introduction of new technology. We see considerable potential for leverage between our North and Latin American businesses, and we are using advanced breeding selection tools to increase speed to market for high-performing varieties. Breakthrough seed treatment technology In 2010, we were able offer soybeans to Argentine growers that are fully protected from insects and diseases. The technology brings together Syngenta’s leading seed care products CRUISER® and AVICTA® with a long lasting inoculant that increases soybeans’ ability to resist diseases. This integrated technology protects the seeds from the moment of planting – the stage at which they are particularly vulnerable – and also helps the young plants withstand adverse climatic conditions. Field trials have shown very encouraging results and first sales have already reached $3 million. The product is being produced at three sites in Argentina and has excellent potential for long-term growth. “Achieving good seed distribution and germination is the key for us to obtain the best yields. We have decided to use Syngenta technology because sprouting is almost 100 percent.” Jorge Sunino Soybean grower, Argentina Find out more www.syngenta.com/ar2010 Pictured left: Jorge Sunino (right) and Pablo Rugeroni, Technical Services Engineer at Syngenta. Syngenta Annual Review 2010 Addressing growers’ needs 20 Cereals Wheat is the world’s largest crop, planted on some 225 million hectares. With bread and pasta as staples in Western diets and increasing in popularity elsewhere, it is vital to have a plentiful supply as well as a wide range of top-quality varieties with different taste and milling characteristics. And, as consumption in emerging markets increases due to changing diets, meeting the additional demand means that the average global yield of three tons per hectare must rise. There is no doubt about the potential: growers in some Western European countries already achieve more than three times this figure. But in the summer of 2010, world wheat production suffered a setback from devastating fires in Russia. In recent years, Russia has not only expanded its domestic wheat supply, but has also become a major exporter. So the cut in production caused world wheat prices to rise sharply. These events highlight the need for sustained productivity increases that enable markets to better withstand future supply shocks. Expanding the offer in Eastern Europe An immediate priority for Syngenta is to work with growers in Russia and across Eastern Europe to increase their long-term output and profitability. Expanding the crop protection range is key to this. For example, despite difficult market conditions in 2010, sales in the region for our new cereal herbicide AXIAL® grew by over 50 percent. The fungicide AMISTAR® also expanded rapidly and is starting to take the place of older competitor chemistry. And use of CRUISER® seed treatment on wheat is resulting in increased vigor, particularly in cold conditions, and enabling growers to plant their crop earlier. Integrated growing systems for cereals Globally, solutions like CRUISER® show the potential for crop enhancement in wheat. The plant growth regulator MODDUS®, in addition to its benefits in creating a shorter, stronger plant, increases root mass, resulting in improved water and nutrient uptake and better tolerance to drought and heat. In 2010, we launched the next-generation fungicide isopyrazam on barley in the UK and on wheat in New Zealand. Isopyrazam has a new mode of action, and controls a wide range of diseases while delivering higher yields. In barley it is a key element of a new integrated growing system that enables growers to increase productivity by treating their crop more systematically, as they already do for wheat. By developing new varieties of wheat seeds alongside our crop protection and seed treatment programs, Syngenta can target productivity improvements at many levels. We are the world leader in cereals seeds, with cutting-edge breeding technologies that include marker-assisted breeding and double- haploid technology. In April 2010, we announced an agreement with the International Maize and Wheat Improvement Center (CIMMYT). This public-private partnership will lead to joint research and development – in the areas of traits, hybrid wheat, and the combination of seeds and crop protection – to accelerate plant yield performance. It will allow Syngenta to take advantage of its genetic marker technology and traits platform to improve wheat productivity in emerging markets. Sales in Cereals $m Crop Protection 1,150 170 Seed Care 60 Seeds 1,380 Total Find out more www.syngenta.com/ar2010 “The new varieties truly show an improved performance. Not only do we see higher yields and better grain quality, the crops are hardier too.” Sandy Norrie Arable Manager, A J Duncan farm, Muirden, Scotland Featured above: Sandy Norrie (left) and Tom Mitchell, Business Manager at Syngenta. Braving the weather Sandy Norrie is Arable Manager at the A J Duncan farm at Muirden in North East Scotland. The farm has been involved with hybrid barley since 2003, when Syngenta launched Colossus, the world’s first hybrid winter barley variety. Sandy also has a lot of experience with Syngenta spring barley varieties including Optic and, more recently, Waggon and Forensic. As a participant of a new hybrid barley case study in 2010, A J Duncan profiled Boost, Volume and Element hybrid barley varieties. The farm saw yield improvements of 10 percent and more, compared with standard varieties. Combined with Syngenta’s leading crop protection products and expert know-how, the new innovative hybrid barley varieties come with major benefits. They can be grown under challenging weather conditions, and they deliver an improved grain quality, helping the grower to get the most from every hectare. Rice Rice plays a more crucial role in human food consumption than any other major field crop. It provides 60 percent of the calorie intake for more than two billion people every day. In Asia, where 90 percent of the world’s rice is grown, average per capita consumption is more than one kilogram a week. And yet progress in rice productivity still lags behind the advances made in other crops. Governments in the emerging markets of Asia are increasingly responding to this challenge with support and incentives to help modernize farming practices. Syngenta is participating in the process of modernization by expanding the range of products and services available to rice growers. Our goal is to achieve a step change in yield while improving rice quality. Expanding chemical solutions Until now, chemical usage in rice has focused mainly on herbicides and older insecticides. With the expansion of the new insecticide VIRTAKO®, part of the DURIVO® range, Syngenta is delivering a new mode of action offering both insect control and increased plant vigor. We are developing new markets for broad- spectrum disease control with ARMURE®, and we see an increasing opportunity for AMISTAR® which, following the expansion of our production capacity, we can now start to capture. Doubling yield potential Seed Care is another example of the ways in which Asian rice growers are adopting new technology. The combination of CRUISER® with high-yielding hybrids and complete crop protection programs is delivering benefits to growers in high potential areas. We are further expanding our integrated offer with the introduction in India of TEGRA™, a solution for small- scale rice growers. The solution consists of planting high quality seed coated with seed treatment, followed by a new system of mechanical transplanting for the seedlings to reduce labor input. A crop care protocol is applied during the growth period and, in total, TEGRA™ increases yields by an average 30 percent. Syngenta Annual Review 2010 Sales in Rice $m 21 Crop Protection 530 30 Seed Care Seeds 10 570 Total Water efficiency Traditional rice cultivation relies heavily on the availability of water, and reduced water input during any part of the growing cycle has an impact on plant growth and yield. Syngenta is breeding hybrid rice varieties with short and medium maturities and correspondingly lower water needs. Because rice growers face variable conditions – for example, flash flooding that can also damage the crop – we are developing native traits that can better withstand temporary submergence. Bringing technology to smallholders In Asia alone, there are more than 200 million rice farmers for whom the extension and transfer of knowledge will play a vital role in securing a sustainable livelihood. Syngenta’s locally based teams are focused on providing not only products but also the necessary tools, support and training to enable smallholder farmers to achieve this. Find out more www.syngenta.com/ar2010 Growing more rice, more easily In Asia, rice is life: more than two billion people depend on the crop for their daily calorie intake. Productivity currently ranges from two to eight tons per hectare across the continent. In developed Asia, productivity is high and planting has been standardized through mechanization for over 15 years. By contrast, in developing Asia, productivity remains low and planting is mainly done by hand. Syngenta launched a project to look at proven technologies in rice farming and identify the best ways to make them accessible to farmers in developing markets, regardless of the scale of operation. Our combined expertise in seeds, plant care, growing media, and crop protection means we are ideally placed to deliver an end-to-end solution for these growers. The result is TEGRA™: a new seedling technology, adapted for each unique rice ecosystem, delivering proprietary products, mechanically transplanted and supported by Syngenta’s comprehensive agronomy consultation services. “I like the way the Syngenta agronomist helps me to take good care of my crop, and to overcome problems with insects and diseases. Transplanting is much easier and the crop stays healthier over the whole season.” Nukala Janaki Rami Reddy Rice grower in India Featured above: Nukala Reddy (right) with Hari Gopal, CTP Manager at Syngenta. Syngenta Annual Review 2010 Addressing growers’ needs 22 Sales in Sugar cane $m Sugar cane Crop Protection Seed Care Seeds Total 150 0 0 150 Sugar cane meets 70 percent of global sugar needs and is the most cost-effective feedstock for plant- derived ethanol. But traditionally, this crop has attracted little technology investment and yields are well below what they could be. In order to release this potential, Syngenta has been making significant investments in sugar cane. We are now the first company to market integrated solutions that offer improved yield and quality to cane growers and millers. Crop enhancement combined with pest control In Brazil, which accounts for over 50 percent of global sugar cane production, our Crop Protection portfolio is already delivering broad benefits to growers. A planting revolution for sugar cane Production of sugar cane is under pressure, as global demand for sugar and ethanol rapidly outpaces the abilities of a largely manual industry to keep up. So Syngenta established a team to focus on technology that would simplify operations and ensure sustainability. The result is revolutionary. In 2011 in Brazil, Syngenta will introduce PLENE™, an innovative technology that allows more frequent re-planting and therefore higher yields and less impact on the environment. PLENE™ simplifies production by providing sugar cane cuttings treated with seed care to protect against disease and insects for healthier crops. The cuttings are only 4cm long – the plant cuttings of conventional systems are 10 times that length. Because of the smaller size, John Deere was able to develop planting equipment designed especially for PLENE™ that is lighter on the soil and uses less fuel. “Thanks to the radical simplification it offers, PLENE™ is a true game changer. The benefits I will get in terms of improved convenience and reduced cost are truly really exciting.” Gustavo Villa Gomes Miller, Brazil Featured left: Gustavo Villa Gomes (right) and Alexandre Peres, Syngenta Sales Representative New Technologies Cane. Watch video and find out more www.syngenta.com/ar2010 The insecticide ACTARA® is used to control sucking and chewing pests, and delivers an additional vigor effect that results in a 10 percent yield advantage. The plant growth regulator MODDUS® allows growers to control the timing of the harvest to achieve maximum sugar yield; it also enhances root development in the growing cane, making uptake of water and nutrients more efficient. In 2010, we launched ENGEO®, a chemical solution for termite control. Unlike existing products on the market, ENGEO® does not persist in the environment or harm beneficial termites that break down cane residues after harvesting. PRIORI XTRA®, a fungicide widely used in Brazil to combat soybean rust, became the first product to be authorized for orange rust in sugar cane. Integrated technology PLENE™ is a breakthrough technology in sugar cane planting, combining chemistry, plant genetics and application technology to provide a truly integrated solution. We will offer top commercial cane varieties in small cuttings coated with proprietary seed treatment. A shift from manual to mechanical planting will improve safety and address the issue of labor shortage. Growers will now be able to re-plant cane more frequently, with younger plants producing higher yields. Broader benefits include the more effective use of natural resources. Syngenta Annual Review 2010 Sales in Oilseeds and sugar beet $m 23 Crop Protection 290 100 Seed Care 460 Seeds 850 Total Sugar beet: capturing value for growers Sugar beet is an industrial crop used in food processing, as well as in biogas and ethanol production. For growers in Western and Central Europe, it is already a high value crop. But in Eastern Europe, while acreage and volumes are high, there is substantial scope to increase seed quality. In 2010, Syngenta consolidated its European business through the acquisition of the Maribo® brand, sold in 35 countries, together with its seed production and sales activities. The size of the sugar beet market in the USA has doubled in value since 2008, following the introduction of glyphosate-tolerant sugar beet and the expansion of seed treatment. Growers’ rapid adoption of glyphosate tolerance, which in 2010 represented 95 percent of the market, demonstrates the ability of biotechnology to transform the economics of growing a crop. “From grower to processor to consumer, our high oleic sunflower varieties add value. 18,000 units of high oleic seeds were sold in 2010, more than five times the 2008 figure. Given the need to provide more healthy oil products to the Russian people, we are perfectly positioned to gain market share.” Hachares Babiyan Syngenta Territory Sales Manager Rostov, Russia Featured left: Hachares Babiyan (left) and Alexander Sapronov, Chief Agronomist, Manitek Farm. Find out more www.syngenta.com/ar2010 A healthy growth forecast Due in part to diets high in saturated fats, life expectancy in Russia continues to lag behind that in other parts of Europe. At the same time, the country is the world’s largest market for sunflower seed, and while the number of hectares devoted to sunflowers has been growing, yield growth has not kept up. Oil from a high oleic sunflower hybrid – which has a healthy fatty acid composition and can lower cholesterol as effectively as more expensive olive oils – could have a big impact on this market and on overall health. To make this happen, Syngenta combined product innovation with a commitment to distribution across the country and to forging a strong chain from grower to consumer. It also sought out a partnership with a significant oil producer, and found one in ASTON, a Russian food processor. The result was Zateya Gold sunflower oil, now available in supermarkets across Russia. Oilseeds and sugar beet While food security is a critical concern in many emerging markets, consumers in developed countries have the luxury of favoring products that further benefit their health. Vegetable oils made from sunflower and oilseed rape are preferred because they are relatively high in unsaturated fats. High consumer demand makes these plants attractive for growers, as does their yield stability under adverse growing conditions and benefits to the entire production system, particularly in rotation with cereals. Oilseeds: improving yield and oil content In recent years, cultivation of sunflower in emerging markets has flourished – these markets now account for 75 percent of global output. Often, growers’ first impulse is to expand acreage. But to maximize the sustainability of the crop, they need to focus on the type and quality of seed used. Syngenta has made significant emerging market investments in this crop over the last decade. We are driving the shift towards high-performing hybrid varieties through the introduction of best-in-class genetics adapted to local conditions. Superior germplasm leads to enhanced stability under stress and to yield increases that are further accelerated by applying our leading Seed Care products. In addition, we regularly launch varieties with specific native traits such as high oleic acid composition and disease resistance. Selected acquisitions have augmented our world leadership in sunflowers. Acquired in 2008, SPS has broadened our reach by establishing our presence in the mid-value segment in Argentina. Our acquisition of Monsanto’s global sunflower business was concluded at the end of 2010 and complements our existing germplasm strength in a number of markets. Syngenta operates a global network of sunflower breeding stations that target all aspects of yield improvement, as well as traits to address stress tolerance and fatty acid composition. In Northern Europe, oilseed rape is grown to serve both the edible oil and biodiesel markets. Hybridization is driving growth in value, and Syngenta is providing high-performing hybrids with seed care combinations for strong crop establishment. In Canada, where oilseed rape is grown as canola, Syngenta sells a range of crop protection chemicals for application throughout the season. Syngenta Annual Review 2010 Addressing growers’ needs 24 Vegetables The global vegetable seeds market is worth over $4 billion and continues to grow, driven by consumer demand for fresh produce. Technology is playing an increasing role in meeting multiple requirements that go beyond consumer priorities of taste and convenience. Vegetable growers focus on yield, cost and resistance to disease, while retailers demand attractive appearance, consistency of supply and long shelf life. Global growth, rapid emerging market expansion Vegetable consumption in developed markets continues to rise, reflecting increased awareness of the link between health and diet. Yet the fastest growth rates are found in emerging markets: while increased meat consumption is often highlighted, growing prosperity brings a desire for better quality and more varied vegetables, facilitated by the expansion of retailer channels. Sales of Syngenta vegetable seeds in these markets have risen by a compound average of 21 percent over the last five years. Integrated technology Globally, we have augmented consistent increases in vegetable seeds sales with strategic acquisitions to broaden our diverse germplasm base. Through advanced breeding and new native traits, we are continuously delivering new benefits across the value chain. We complement our seeds offer with our range of fungicides and insecticides, which we have adapted to meet the rigorous quality demands of both consumers and retailers. The roll-out of our new fungicide REVUS® in 14 additional countries in 2010 has further reinforced our position. Examples of our integrated offer include the combination of clubroot resistance and insecticide treatment for cauliflower. New disease-resistant seed varieties are coated with FARMORE® Seed Care technology with two components: fungicides to protect against soil and airborne fungal diseases and an insecticide treatment to replace field-applied products in an environmentally favorable way. Sales in Vegetables $m Crop Protection 900 60 Seed Care 660 Seeds 1,620 Total Global resources, local offer Syngenta has a global R&D presence that provides economies of scale and a broad germplasm base. We leverage this alongside our expertise in genetics to develop seed varieties tailored to meet local needs. In emerging markets, the focus is on improving quality and productivity. In Brazil, for example, we are the only company driving the rapid expansion of the processed sweet corn market. We owe our success to a focus on product features that matter to consumers – tenderness and taste – as well as on efficiency for processors. We have pioneered a shift from feed corn into sweet corn and have developed high-quality tropical varieties that are opening up new export markets for our customers. We are now developing our breeding program to enable expansion into the fresh sweet corn market. In India, we have a broad offer across a large number of high-value crops. We have differentiated our technology by adapting it to the local market, offering solutions such as native traits for disease resistance in tomatoes. Our offer increases the reliability and abundance of the harvest for growers whose livelihood often depends on a single crop. Find out more www.syngenta.com/ar2010 A winning combination A few seasons ago, Syngenta introduced new baby plum tomato Angelle to a selected group of growers in the UK. It was also introduced at Marks & Spencer, a retailer known for its high quality products. Today, Angelle is grown in several European countries, and is available all year round thanks to the unique partnership between Syngenta and integrated growers and retailers. Leading Angelle grower Juan Romera from Almeria, Spain, has always believed in the value of technology. Supported by technical experts from his local cooperative, SAT Acrena, he has been keen to grow new varieties and implement the most demanding crop protocols. His production techniques are recognized by export markets, and leading retailers are happy to work with him as a supplier. “I truly enjoy our partnership: it’s based on expertise, trust, honesty and dedication. One great example is the beneficial insects from Syngenta Bioline that I use to both protect my crop from pests and to provide consumers with healthy products. With Angelle, Syngenta bred a distinctive product that meets the needs of retailers and consumers, as well as my own standards as a grower.” Juan Romera Grower, Spain Featured above: Juan Romera (right) and David Murcia, Tomato Product Manager at Syngenta. Lawn and Garden Demand for lawn and garden products is closely linked to consumer spending. Golf courses represent a major source of demand for turf products – the more rounds of golf played, the greater the scope for investment by golf course superintendents. Demand for flowers reflects how much consumers are prepared to invest in their gardens, as well as how much risk retailers are willing to undertake in terms of inventory. Here, efficient logistics are vital to minimize waste and ensure quality. Solutions for growers and their customers Syngenta combines its genetics, controls and growing media to provide a comprehensive and integrated offer to professional ornamental growers. This ensures healthy plant growth and, together with best-in-class logistics, aligns plant flowering time with display by retailers. Only through this level of service can demand at peak periods be met – for example, with 140 million poinsettias delivered in time for Christmas. Our new QMAX technology represents a more efficient way of growing pelargonium and other crops. Plants are grown in the dark under sterile conditions, resulting in an increased growth rate compared with tissue culture. Now being implemented in Guatemala, the technology offers lower costs for pelargonium cuttings, with greater flexibility and reliability. Consumers want variety and convenience. Over the past few years, Syngenta has significantly expanded its range of flowers through several acquisitions. At the same time, we have gained leading positions in key crops such as pansy and pelargonium, giving us an unrivaled ability to refresh and adapt the range using our large germplasm base. This allows us to meet consumer demand for plants that are easy to grow and maintain. We are also meeting consumer needs with the expansion of our chemical controls business at the retail level. We have achieved this through the establishment of partnerships with leading branded manufacturers to supply major garden centers and home improvement outlets. Syngenta Annual Review 2010 Sales in Lawn and Garden $m 25 Crop Protection Seed Care Seeds Total 470 0 340 810 Broad approach to turf market In the golf market, high quality playability and aesthetics are key priorities. Purchasing decisions are still influenced by cost, but the industry is increasingly moving beyond pest control to solutions that take environmental issues into account –  including water usage and biodiversity. A collaborative effort by Syngenta and Marriott Golf has resulted in a new tool for golf course superintendents in the ongoing effort to promote sustainability, foster environmental stewardship and reduce the carbon footprint of golf course operations. Find out more www.syngenta.com/ar2010 “We have been impressed with the Syngenta products and believe they have helped us maintain the playing surfaces more consistently and economically.” Gordon Moir Director of Greenkeeping, St Andrews Links Trust, Scotland Maintaining the Home of Golf St Andrews Links on the east coast of Scotland is acknowledged as the Home of Golf, where the game has been nurtured and developed for over 600 years. The Old Course, home of the 2010 Open Championship, is renowned as the pinnacle of links golf. St Andrews Links Trust Director of Greenkeeping, Gordon Moir, and his greenkeeping teams on the seven outstanding courses managed by the  Trust, employ a range of traditional turf management techniques to maintain the most prestigious golf playing surfaces. This includes using the Syngenta products RESCUE® and HERITAGE®. The Old Course at St Andrews Links remains a public course, open to golfers from around the world to test their prowess under conditions that challenge the world’s greatest. Syngenta Annual Review 2010 26 Creating our offer Syngenta Annual Review 2010 27 From the fridge to the field When Syngenta Research Scientist Greg Warren took a sample of sour milk to the lab, he probably didn’t expect that the bacteria species he isolated would lead to a revolutionary insecticide – one that takes pest control in corn and cotton to a new level. Named Vip3A (Vegetative Insecticidal Protein 3A), the new protein is active against a wide range of insect pests and can help prolong the life of other related insect control technologies. The Vip3A-based AGRISURE VIPTERA™ 3111 and VipCot™ products deliver unparalleled broad spectrum efficacy against corn and cotton insect pests. And opportunities with other crops like soybean and rice look very promising. “While the discovery of Vip3A might sound like sheer coincidence, it is the result of a very orderly scientific approach. Our scientists were deliberately testing a wide variety of materials that might harbor bacteria with novel toxins. The fact that the ‘winner’ protein happened to come from Greg’s fridge was lucky in one sense, but also the well-deserved reward for the innovative and diligent work his team had done.” Eric Chen Principal Research Scientist at Syngenta Featured left: Eric Chen (left) and Greg Warren, now a Patent Attorney at Syngenta. Find out more www.syngenta.com/ar2010 Global strength We have an integrated R&D organization that exploits the power of our knowledge, capabilities and resources to solve growers’ problems through the combination of seeds genetics, traits and chemistry. Our global product safety and regulatory platforms enable us to discover, develop and register new products faster and more efficiently. We are increasingly working in networks to advance knowledge on important topics, tapping into the expertise and ideas of all our scientists. In Europe, recent investments in Syngenta’s major Crop Protection research facilities at Jealott’s Hill, UK, and Stein, Switzerland, have created internationally renowned centers of excellence. For growers and stakeholders, these sites are a great place to experience first-hand the strength of our product offering and the importance of our technology in meeting food security challenges. As our business grows rapidly in emerging markets, we recognize a wealth of potential opportunities. R&D investment 2010 $1,032m $952m1 2009 Research and Development Syngenta scientists around the world help meet growers’ needs by developing new ways to increase crop yields and quality in a sustainable way. We are uniquely positioned to develop integrated solutions for our customers by combining our expertise in bioscience, chemistry, crop genetics and agronomy. Research and development (R&D) investment in 2010 was over $1 billion, reinforcing our industry-leading position. We employ nearly 5,000 people at R&D centers and field stations around the world, and continue to invest in the development of our people, technical capabilities and external partnerships. 1 After effect of accounting policy change for post-employment benefits described in Note 2 to the Syngenta Group consolidated financial statements in the Financial Report 2010, which is available on our website at www.syngenta.com/ir Syngenta Annual Review 2010 Creating our offer 28 Through expansion of R&D activities and partnerships in Asia, Latin America and Eastern Europe, we can tap into local scientific expertise and gain useful insights for future growth. Our site in Goa, India, is at the center of our efforts to accelerate new product development through closer interaction between research and process chemists. We completed the expansion of the facility there at the end of 2010. We are also building up our biotechnology center in Beijing, China, which focuses on early-stage evaluation of genetically modified traits. In Singapore, we opened a new center for formulation development and marker-assisted breeding technology. Integrated solutions for specific needs We introduced a number of innovative technologies in 2010. This included our new insect control trait technology in corn, AGRISURE VIPTERA™, which was launched in the US and received a prestigious Agrow Award in the Best Novel Agricultural Biotechnology category. And a new mode of action cereal fungicide, isopyrazam, was launched in the UK for use in winter and spring barley. Syngenta scientists are committed to delivering new solutions that can transform the productivity of world agriculture, and meeting the stringent criteria of our industry's regulatory environment. Our main focus is the discovery and development of high value, high quality, integrated products that address growers’ needs. For example, we are developing complementary solutions based on genetics, crop enhancement chemistry and improved agronomic practice to improve water use efficiency. This is a key area of concern for growers, as competition for water resources will increase with population growth, urbanization and through the effects of climate change. We have launched our first drought tolerant corn variety in the US – AGRISURE ARTESIAN™. Created through a native traits breeding approach, it is the first product to come from our crop genetics research that focuses on both genetically modified (GM) and non-GM approaches to protecting yield under water stress. In wheat, programs using our crop enhancing MODDUS® have shown a 15–25 percent yield increase, with 15 percent less requirement for irrigation. The vigor effect on soybean treated with CRUISER® seed treatments leads to yield increase through increased roots and faster development of the crop canopy. The active ingredient in CRUISER®, thiamethoxam, activates plant processes that make crops more resilient under a variety of abiotic stress, such as drought. Our pipelines encompass a broad range of chemical and biotechnology solutions, which we will progressively merge to reflect our holistic approach by crop. The current Crop Protection pipeline, with peak sales potential of over $2 billion, covers all our main product lines. In 2011, we expect the first registration of Sedaxane, a broad spectrum seed treatment fungicide that can protect against diseases that are difficult to control in a number of crops. Crop Protection pipeline Lab research Early development Late development Seed Care fungicide Herbicide Insecticide Fungicide Stress tolerance Target launch 2011–2014 PLENE™ Sedaxane Bicyclopyrone Cyantraniliprole SYN 192 Invinsa™1 Post 2014 Herbicide Fungicide Insecticide New crop enhancer Peak sales > $ 1 . 7 b n > $ 0 . 5 b n Peak sales percentage split: 1 Invisa™, a trademark of AgroFresh Inc., a subsidiary of DAS Corn Soybean Cereals Vegetables Rice Sugar cane Speciality Other crops Syngenta Annual Review 2010 We recently established a public-private partnership with the International Maize and Wheat Improvement Center (CIMMYT) to advance the development of new technologies in cereals. Similarly, with the International Rice Research Institute (IRRI), we are working to reduce constraints on rice productivity. These examples show our commitment to delivering effective solutions to improve global food security. 29 Our pipeline for Corn seeds has a peak sales potential of more than $2 billion. It covers a broad range of biotech and native traits, which will be accompanied by ongoing genetic improvements. At the end of 2011, subject to regulatory approval, we plan to start launching refuge stack options in corn. We have applied for deregulation of our second generation corn rootworm trait scheduled for launch in 2014, which has a novel mode of action and is showing outstanding field trial results. People and partners The knowledge and passion of our people is a tremendous asset, and we recognize the value in personal development for all our employees. As an innovation leader, we attract top scientists from around the world and our focus on people is increasingly recognized externally. In the “2010 Top Employer” survey by “Science” magazine and the American Association for the Advancement of Science, Syngenta was voted seventh out of 575 companies. Innovation is vital to grow our business. We look outwards to find new opportunities and complement our in-house capabilities. Syngenta has a variety of individual collaborations with universities and major agricultural institutes worldwide. For example, we have established a University Innovation Center at Imperial College, London, UK, as a hub for collaboration on systems biology, with initial projects focusing on predictive toxicology as well as tomato quality and flavor. Corn seeds pipeline Launched 2010 AVICTA® COMPLETE CORN AGRISURE VIPTERA™ AGRISURE ARTESIAN™ Biotic stress AGRISURE E-Z Refuge™ AGRISURE™ next generation RW Abiotic stress Water opt., nitrogen use efficiency Output traits ENOGEN™ CarbYield™ Early development Late development Initial launches Peak sales 2010 2010 2010 2012 2014 Post 2015 2011 Post 2015 > $ 2 . 0 b n Syngenta Annual Review 2010 Creating our offer 30 Employees 26,179 25,925 2009 People Syngenta Awards 1,100 Entries submitted in 2010. Every day, employees across the world live Syngenta’s purpose: Bringing plant potential to life. Their determination, focus and teamwork enables us to realize our growth ambitions. The foundations for our people processes, systems and programs are driven by the needs of our businesses, providing opportunities for personal growth, and recognizing the contribution of each of our employees. Delivering business excellence We strive to attract, develop and retain the right global pool of diverse talent to deliver on commitments to our stakeholders. We operate in a dynamic world, and our goal is to ensure that our people are equipped to deliver the integrated solutions our customers need. To meet these requirements, Syngenta must have a scalable, responsive organization that anticipates new opportunities. The employee value proposition Syngenta is committed to providing opportunities for both professional and personal development. Through our leadership approach, engagement programs and people processes, we recognize the contributions our employees make to our success. Growth and recognition are the basis of our employee value proposition. Our “Taking Root” induction program welcomes new employees and ensures they have a good business and cultural understanding of the company as a whole, from a local and global perspective. The program aims to provide a richer, more in-depth approach than typical induction programs. Graduates are an important group for developing our leadership pipeline. We have well-established general management programs such as “Grow in Syngenta”, a 4-5 year program geared towards broad and fast development of MBA graduates. We also run local, specialist trainee programs, such as the Syngenta R&D training program at our Takfah station in Thailand where agriculture students learn about our corn breeding, commercial seed production and farm management. In Brazil, our trainees gain business experience by working in sales, marketing, R&D and supply areas across our Crop Protection and Seeds business. Syngenta invests in a variety of learning and development approaches. These include formal, classroom-based learning events, e-learning, and project-based development opportunities. We are developing mentoring and peer-to-peer coaching programs that facilitate the sharing of knowledge and experience. We have a world-class Marketing and  Sales Excellence (MaSE) program, developed and  run in partnership with INSEAD. This long established program has enabled us consistently to grow market share and has recently introduced MaSE Masters, an accreditation scheme to recognize top Marketing and Sales professionals. Through this scheme, Masters can practice their skills internationally, develop new capabilities and share knowledge with colleagues. Recognizing contribution Recognizing the efforts of employees is central to our  culture. In 2010, we continued to run our successful internal recognition program, the Syngenta Awards. In 2010, around 10,000 employees from over 50 countries entered nearly 1,100 stories. The stories exemplify Syngenta’s four values: innovation, intensity, health and performance. We also recognize entries that demonstrate particular ways of working that will help shape the future of our company, such as working in partnership with customers and stakeholders. In November, we honored the regional finalists and winners at our global Syngenta Awards ceremony. We have received a number of awards from external bodies that recognize the achievements of our employees. For the second year in a row, Syngenta was among the top biotechnology and pharmaceutical employers in a poll by “Science” magazine; ranking seventh in a field of 575 companies. In Switzerland, Syngenta was awarded second place at the Swiss HR Award 2010 for Best Practice in Human Resource Management. Looking forward While celebrating our first ten years, we look forward to our future with confidence. Over the past decade, there have been many changes within Syngenta and the world in which we operate. We firmly believe that our unique culture plays a key role in anchoring our organization during times of change and growth. We are proud of the contribution Syngenta employees make to living our purpose and values, thereby ensuring that we are able to help the world address the global agricultural challenges it faces now and in the future. Syngenta Annual Review 2010 31 Find out more www.syngenta.com/ar2010 Charting clear paths for career development Syngenta’s continued success hinges not just on unlocking the potential of plants, but also on unlocking the potential of its many talented professionals. Bruno Frei, Head Capability and Career Management, knows what it means to have an exciting career path at Syngenta. When he started as a research chemist for a predecessor company 25 years ago, he never would have guessed that he would be running strategic talent management projects for Human Resources one day. In 2009, Bruno became one of the “founders” of myCareer, a program, which was first designed and launched as part of the Marketing and Sales Excellence initiative (MaSE) to help people better manage their careers and develop their skills. In the meantime myCareer has also been developed in other functions and is rapidly becoming adopted as a global standard across Syngenta. “Our myCareer tools help employees to understand and visualize their potential career paths. As a result, Syngenta can deliver targeted learning and development based on individual needs, as well as the needs of the organization overall.” Bruno Frei Head Capability and Career Development at Syngenta Featured above: Bruno Frei (right) with Scott McKinnon, Commercial Support Group Lead at Syngenta. Syngenta Annual Review 2010 Creating our offer 32 Operations The way we do business is central to our success as a company. This covers our people – where and how they work – our policies, our processes and our production. Moreover, it applies not only to our own activities, but also to those of our suppliers and partners too. We challenge ourselves to meet the highest standards. Excelling in production and supply chain Syngenta manufactures active ingredients for its crop protection products at eight manufacturing sites around the world – in the USA, UK, Switzerland, China and India – and a further 18 facilities produce and package the finished products. Our seeds are produced both on Syngenta sites and by thousands of contract growers worldwide. In 2010, Syngenta was ranked as the number one chemical manufacturer in AMR’s renowned Supply Chain report. The primary source for the report is the Fortune Global 500 companies. Expert and peer panels looked not only at our financial performance, but also at our strategic agenda, our connections to customers, and how we handle the volatility of the supply market. In May 2010, we marked the completion of our largest ever single investment program. Designed to expand production capacity for key active ingredients, the program involved a capital investment of over $400 million. Much of this was concentrated in five locations: Monthey in Switzerland; Grangemouth in the UK; Goa in India; Omaha in the US; and Paulinia in Brazil. As a result of this investment, we are able to bring key products to market more quickly and efficiently. We offer suppliers an audit program and help them achieve higher HSE standards. We also provide technical support to help suppliers be more efficient and reduce their variable costs. As a result, Syngenta receives higher quality supplies on time, and suppliers, in turn, build a longer-term relationship with an important customer. Our efforts were recognized in 2010 when we won the global Procurement Leaders Award for Innovation, which recognizes excellence and leadership in global procurement and supply chain. Integrating processes In 2009, we established Syngenta Business Services to integrate and standardize our transactional services across the organization. Today, the new function is in place across 27 countries. It is already delivering business services in the areas of finance, procurement and information systems, all based on common, scalable tools and processes. It is now moving forward with a similar approach for human resources. Health, safety and environment Protecting the health and safety of our people, our customers and the environment is of the utmost importance to Syngenta. This principle is embedded in Our Code of Conduct, and our Health, Safety and Environment (HSE) Policy and Standards. Our global standards for suppliers harmonize existing local requirements on HSE and ethical behavior with our Code of Conduct. We have developed a system to monitor labor standards that focuses on four key areas: awareness of the Syngenta Code of Conduct among suppliers, health and safety, wages and benefits, and child labor. Syngenta only employs individuals over the age of 16, unless it is permitted by law and under circumstances that protect their welfare. Our contracts with seed producers clearly forbid the use of child labor and make clear that we will terminate their contracts if they use children as workers. We work with the Fair Labor Association (FLA) to set and monitor labor standards in the seed supply chain. We monitor the HSE and quality performance of suppliers manufacturing crop protection products. Originally these assessments focused on suppliers in China and India, but we extended them to cover new contracts in Europe. In 2010, a total of 70 assessments have been completed. Our HSE Policy and Standards guide our employees around the world. Strong HSE practices are central to the way we operate, so meeting the Syngenta HSE Standards is a core responsibility of every leader in the company. We measure health and safety through the global injury and illness rate (IIR, per 200,000 hours worked). We aim to maintain a low IIR of 0.5 or below. In 2010, the rate was 0.39, which is a seven percent decrease compared to 2009. Syngenta is committed to reducing the environmental impacts of its operations, particularly the greenhouse gas emissions that contribute to climate change. In 2010, our CO2-equivalent emissions totaled 1.30 million metric tonnes. We measure our carbon efficiency based on kilograms of CO2 equivalents per dollar of operational income (kg CO2e/$EBIT). In 2010, we emitted 0.66 kg CO2e/$EBIT. Our target is to reduce this figure to 0.56 by 2012, a 40 percent reduction compared with the 2006 baseline. Intellectual property The protection of intellectual property (IP) is essential to any research-based business with long-term investment. An efficient and fair IP system helps to balance the interests of the inventor and society by helping to pay for research costs and contributing to sharing knowledge which stimulates further research and innovation. It is our policy not to execute our patent rights where agriculture is undertaken for subsistence purposes and we do not enforce patents and applications in seeds or biotechnology in Least Developed Countries (LDCs) for private and non-commercial use. Watch video and find out more www.syngenta.com/ar2010 Improving working conditions in India For many children in rural India, the need to work to help provide food for their families is a reality. As a result, they never get the education that could help them break the cycle of poverty. Syngenta first started partnering with the Fair Labor Association (FLA) to develop a new approach to the issue of child labor in 2004. In 2009, it launched the “me & mine” program nationwide in collaboration with the FLA. “me & mine” established a code of acceptable labor standards for seed farms supplying Syngenta. It prohibits the use of child labor, while it also reaches out to adults locally – especially women – to create awareness and provide incentives. These efforts are now bearing fruit. To date, “me & mine” has reached out to nearly 13,000 growers and their families, and has monitored 13,000 farms with nearly 40,000 laborers. “Over the years, Syngenta has continued to refine its Corporate Responsibility policy to address issues that emerged in the seed supply chain. With the involvement of all stakeholders, the company has already brought about significant changes in working conditions in what is a socially challenging environment. And I am confident that with time and persistence, it will continue to make a difference here.” Pramod Kulkarni Regional Production Manager, Syngenta India Featured above: participants in the “me & mine” program: Sk. Hassina, Technical Farm Laborer (left); Mathurabai Shankar Wagh, Farm Owner (middle); and Mangalabal Sonavane, Technical Farm Laborer (right). Syngenta Annual Review 2010 33 CO2e emissions 0.66 CO2e kg /$EBIT Illness and injury rate1 0.39 0.42 2009 1 Recordable injury and illness rate (IIR) per 200,000 hours according to US OHSA definition Syngenta Annual Review 2010 Creating our offer 34 Stewardship For Syngenta, the responsible and ethical management of all our products – from discovery through to use and ultimate disposal or discontinuation – is a top priority. For example, over the past nine years, the Small Farmer Syngenta (PAS) Program has been making an impact in the Andean, Caribbean and Central American (ACC) region. In collaboration with local authorities, it has provided over 270,000 small potato and vegetable farmers with basic training in obtaining and sowing the best seeds, using crop protection products safely and effectively, and adopting better agricultural practices. In June 2010, we collaborated on a training session for medical staff in Laikipia East – a district in Kenya with 60,000 farmers. Conducted by the Head of the National Poison Center, the session was supported by the Syngenta Foundation for Sustainable Agriculture through the Agriculture Agri-chemicals Association of Kenya and the Government of Kenya National Poison Centre (Ministry of Health). The Seeds business actively applies the Excellence Through Stewardship (ETS) program to our operations. The program promotes responsible management of plant biotechnology, primarily by developing and implementing stewardship practices across the entire life cycle of a product and educating the public about these practices. Syngenta is a founding member of ETS and on the board of directors. Beyond the safe handling of our products, Syngenta stewardship encompasses making agriculture more sustainable by investing in the environment. We lead many projects that help protect biodiversity and precious natural resources such as water and soil. We comply with all government requirements regarding the management and use of our products, including the International Code of Conduct on the Distribution and Use of Pesticides Another important area of stewardship is application technology, where product safety and the preservation of the environment remain top priorities. To prevent potential problems with application, customers need to know as much as possible about the interaction between our products, plants, the application devices, and environmental factors like temperature, humidity and wind. We have begun to integrate our expertise into product and service strategies. And we are working closely with many external partners, including spray equipment manufacturers, universities and distributors. Compliance and risk management Compliance and risk management are at the heart of protecting the ongoing value of our business and the safety of our people, our business partners and the communities in which we operate. Syngenta has a formal, coordinated process for actively identifying, mapping, monitoring and controlling risk – whether it is financial, operational, or strategic. The Syngenta Code of Conduct sets our commitment to ethical, legal, social and environmental responsibility. It outlines our commitment to build and maintain trust in Syngenta, and to integrate our responsibilities in everything we do. We comply with all laws, as well as national and international codes and conventions, and uphold the principles set out in the Universal Declaration of Human Rights and the International Labor Organization’s Core Conventions. Compliance and risk management are everybody’s responsibility. We have established processes to train and support our employees on compliance matters. Employees are encouraged to report any suspected breaches. Local laws and regulations govern our social and environmental behavior. We set the highest standards for compliance, which are overseen by the Compliance and Risk Management Committee. Engaging with stakeholders We are committed to meeting the expectations we have set for ourselves, as well as delivering on what society expects of us. It matters that our employees and other stakeholders have confidence in us as a worthy partner that can genuinely make a difference by contributing to rural economies and food security. Syngenta aims to create value with our stakeholders. From a business perspective, we believe that our success depends on honest, open dialogue and collaboration – with other companies, with research institutions, with governments and NGOs. Most people today agree on the issues around agriculture; the debate centers around the solutions. Syngenta is actively engaged in this debate, both internally and externally, on the way food is produced, stored, processed, distributed and accessed. We believe that clarity and frank discussion – even around difficult questions – is key to affecting change. We are members of the Sustainability Consortium and the Keystone Field to Market Initiative, as well as a range of other sustainability round tables. We are also a member of the World Economic Forum and we actively participate in its work groups for the “New Vision for Agriculture,” and the “Water Initiative.” As a global science-based company, we are increasingly engaged in international forums related to food security, resource efficiency, and the development of rural economies. Syngenta Annual Review 2010 35 Product line performance Crop Protection Selective Herbicides Sales $m 2010 2009 2008 2,308 2,221 2,412 Major brands AXIAL®, CALLISTO® family, DUAL®/BICEP® MAGNUM, FUSILADE®MAX, TOPIK® Volume growth was driven in particular by corn herbicides and more than offset lower prices. The CALLISTO® family of products showed growth in all regions, with the main contribution coming from the USA, where early purchases in advance of the 2011 season were testimony to our strong market position. Soybean herbicides also showed a good performance, reflecting their value in combating glyphosate-resistant weeds. Non-selective Herbicides Sales $m 2010 2009 2008 Major brands GRAMOXONE®, TOUCHDOWN® 987 1,141 1,329 Sales were lower mainly due to lower prices for TOUCHDOWN®, in line with developments in the glyphosate market. TOUCHDOWN® volumes, while slightly lower for the full year, recovered sharply in the second half with strong demand in Latin America. GRAMOXONE® volumes also improved in the second half with good growth in Asia Pacific. Fungicides Sales $m 2010 2009 2008 2,662 2,442 2,620 Major brands ALTO®, AMISTAR®, BRAVO®, REVUS®, RIDOMIL GOLD®, SCORE®, TILT®, UNIX® Growth in fungicides was driven by AMISTAR®, up 20 percent on the previous year. The main driver was Latin America, where applications on soybean increased. Our market share in Latin America was reinforced with the opening of new azoxystrobin capacity allowing us to satisfy growing demand. In Asia Pacific AMISTAR® sales exceeded $100 million for the first time, with significant further potential as the product’s yield and vigor benefit are increasingly recognized. Strong volume growth in North America almost offset lower prices in the region. Syngenta Annual Review 2010 Product line performance 36 Insecticides Sales $m 2010 2009 2008 Major brands ACTARA®, DURIVO®, FORCE®, KARATE®, PROCLAIM®, VERTIMEC® Professional Products Sales $m 2010 2009 2008 1,475 1,312 1,423 Major brands FAFARD®, HERITAGE®, ICON® 470 458 527 Improving consumer demand led to a recovery in the garden and ornamentals segments with new registrations in Europe also contributing to a strong performance in the region. Turf sales were lower in a competitive North American market. The broad spectrum insecticide ACTARA®, used on multiple crops worldwide, continues to grow ten years after its launch; sales in 2010 increased by 25 percent. Sales of the new product DURIVO® more than doubled with its expansion on rice and vegetables in a number of Asian markets and a successful launch on corn and soybean in Brazil. Seed Care Sales $m 2010 2009 2008 838 821 830 Major brands AVICTA®, CRUISER®, DIVIDEND®, MAXIM® Seed Care showed strong volume growth particularly in emerging markets, where adoption of the technology is increasing. Sales were lower in North America, where high channel inventories of treated seed and a competitive environment affected CRUISER® and MAXIM®. This was offset by the introduction of AVICTA® on corn in the USA and by growth in Brazil. Syngenta Annual Review 2010 Vegetables Sales $m 2010 2009 2008 37 663 594 603 Major brands DULCINEA®, ROGERS®, S&G®, Zeraim Gedera A strong start to the year accelerated in the second half, with all regions showing double digit growth. In Europe, the expansion of fresh vegetable sales more than offset a decline in the processing market. Growth in emerging markets was broad based, reflecting the breadth of the portfolio and increased demand for high quality produce. 1,281 1,210 1,040 Flowers Sales $m 2010 2009 2008 337 331 337 Major brands GoldFisch®, Goldsmith Seeds, Yoder® Flowers showed moderate growth in the two main regions of Europe and North America. This reflected advances in genetics as well as some improvement in the economic environment. Seeds Corn and Soybean Sales $m 2010 2009 2008 Major brands AGRISURE®, GARST®, GOLDEN HARVEST®, NK® Corn and soybean sales were up by 16 percent adjusting for the impact of advanced sales in the fourth quarter of 2009. Fourth quarter growth, which was on a comparable basis, reflects strong early orders in the USA. Evidence of Syngenta’s product performance and innovation is boosting growth in a buoyant market. Full year sales expanded in all other regions, with particularly strong performances in Eastern Europe and Asia Pacific. Diverse Field Crops Sales $m 2010 2009 2008 524 429 462 Major brands NK® oilseeds, HILLESHÖG® sugar beet Diverse Field Crop sales increased significantly on good underlying growth supplemented by acquisitions, which added nine percent to sales. Growth was particularly strong in Eastern Europe, with expansion in Russia and Ukraine on higher sunflower acreage. Syngenta Annual Review 2010 Board of Directors at December 31, 2010 38 From left to right Peggy Bruzelius, Jacques Vincent, Peter Thompson, Martin Taylor, Felix Weber, Michael Mack, Pierre Landolt, Jürg Witmer, David Lawrence, Rolf Watter and Stefan Borgas at Syngenta’s global R&D center for flowers and vegetables in Enkhuizen, The Netherlands. Jürg Witmer Vice Chairman, non-executive Director. Member of the Chairman’s Committee and of the Compensation Committee Age: 62. Nationality: Swiss. Appointed: 2006. Term of office: 2012. Jürg Witmer is currently Chairman of Givaudan SA and Clariant AG. He joined Roche (1978) in the legal department and subsequently held a number of positions including Assistant to the CEO, General Manager of Roche Far East based in Hong Kong, Head of Corporate Communications and Public Affairs at Roche headquarters in Basel, Switzerland, and General Manager of Roche Austria. He became CEO of Givaudan Roure (1999) and then Chairman of the Board of Directors of Givaudan (2005). Jürg Witmer has a doctorate in law from the University of Zurich, as well as a degree in international studies from the University of Geneva. Stefan Borgas Non-executive Director. Member of the Audit Committee Age: 46. Nationality: German. Appointed: 2009. Term of office: 2012. Stefan Borgas has been President and Chief Executive Officer of Lonza since June 2004. Prior to joining Lonza, he spent 14 years with BASF Group where he held various leadership positions in Fine Chemicals and Engineering Plastics in the USA, Germany, Ireland and China. Stefan Borgas holds a degree in Business Administration from the University of Saarbrücken and a Master of Business Administration from the University of St. Gallen. He is member of the Board of SGCI Chemie Pharma Schweiz, the association of Swiss chemical and pharmaceutical industries, of the Swiss-American Chamber of Commerce and of the Swiss Management Gesellschaft (SMG). Membership and qualification Syngenta is led by a strong and experienced Board. The Board includes representatives from six nationalities, drawn from broad international business and scientific backgrounds. Its members bring diversity in expertise and perspective to the leadership of a complex, highly regulated, global business. Martin Taylor Chairman of the Board, non-executive Director. Chairman of the Chairman’s Committee and the Corporate Responsibility Committee, and member of the Compensation Committee. He is also Chairman of the Syngenta Foundation for Sustainable Agriculture Age: 58. Nationality: British. Appointed: 2000. Term of office: 2011. Martin Taylor is currently Vice Chairman of RTL Group SA. Previously he was an Advisor to Goldman Sachs International (1999–2005), Chairman of WHSmith plc (1999–2003), and Chief Executive Officer of Barclays plc (1993–1998) and Courtaulds Textiles (1990–1993). He is a member of the British government’s Independent Banking Commission. Martin Taylor has a degree in oriental languages from Oxford University. Michael Mack Chief Executive Officer (CEO), executive Director. Member of the Chairman’s Committee and the Corporate Responsibility Committee Age: 50. Nationality: American. Appointed: 2008. Term of office: 2013. Michael Mack was Chief Operating Officer of Seeds (2004–2007) and Head of Crop Protection, NAFTA Region (2002–2004) for Syngenta. Prior to this, he was President of the Global Paper Division of Imerys SA, a French mining and pigments concern, from the time of its merger in 1999 with English China Clays Ltd., where he was Executive Vice President, Americas and Pacific Region, in addition to being an executive Director of the Board. From 1987 to 1996 he held various roles with Mead Corporation. Michael Mack is also Chairman of the Board of the Swiss-American Chamber of Commerce. Michael Mack has a degree in economics from Kalamazoo College in Michigan, studied at the University of Strasbourg, and has an MBA from Harvard University. Syngenta Annual Review 2010 Peggy Bruzelius Non-executive Director. Chairman of the Audit Committee Age: 61. Nationality: Swedish. Appointed: 2000. Term of office: 2012. Peter Thompson Non-executive Director. Member of the Audit Committee Age: 64. Nationality: American. Appointed: 2000. Term of office: 2011. 39 Peggy Bruzelius is currently Chairman of Lancelot Holding AB. In addition she serves as Vice Chairman of Electrolux AB and as a Director of Husqvarna AB, Akzo Nobel NV, Axfood AB and Diageo plc. Peggy Bruzelius is a member of the Royal Swedish Academy of Engineering Sciences. In addition she is a member of the Board of Trustees of the Stockholm School of Economics. Previously she was Executive Vice President of SEB-bank (1997–1998) and Chief Executive Officer of ABB Financial Services (1991–1997). Peggy Bruzelius holds a Master of Science from the Stockholm School of Economics and an Honorary Doctorate from the same university. Pierre Landolt Non-executive Director. Member of the Corporate Responsibility Committee. He is also a member of the Board of the Syngenta Foundation for Sustainable Agriculture Age: 63. Nationality: Swiss. Appointed: 2000. Term of office: 2012. Pierre Landolt is currently Chairman of the Sandoz Family Foundation and a Director of Novartis AG. He is also a partner with unlimited liabilities of the private bank Landolt & Cie. Pierre Landolt serves, in Brazil, as President of the Instituto Fazenda Tamanduá, of the Instituto Estrela de Fomento ao Microcrédito, of AxialPar Ltda and Moco Agropecuaria Ltda, and, in Switzerland, as Chairman of Emasan AG and Vaucher Manufacture Fleurier SA, and as Vice Chairman of Parmigiani Fleurier SA. He is a Director of EcoCarbone SAS, France, and Amazentis SA, Switzerland. He is also Vice Chairman of the Montreux Jazz Festival Foundation. Pierre Landolt graduated with a Bachelor of Laws from the University of Paris Assas. David Lawrence Non-executive Director. Member of the Corporate Responsibility Committee and Chairman of the Science and Technology Advisory Board Age: 61. Nationality: British. Appointed: 2009. Term of office: 2012. David Lawrence was Head of Research & Development at Syngenta from September 1, 2002 until the end of September, 2008. Prior to this role, David Lawrence was Head Research & Technology Projects (2000–2002) for Syngenta. Prior to this, he was Head International R&D Projects for Zeneca Agrochemicals, having previously held several senior scientific roles. He is also a member of the BBSRC Council and a Board member for Rothamsted Research, Plastid AS and the UK Biosciences Knowledge Transfer Network for which he chairs the Industrial Biotechnology Group. He is a member of the UK Foresight Lead Expert Group on Food and Farming, and of the UK Industrial Biotechnology Leadership Team. David Lawrence graduated in chemistry from Oxford University with an MA and DPhil in chemical pharmacology. Peter Thompson is currently a Director of Sodexo SA. Previously he was President and Chief Executive Officer of PepsiCo Beverages International (1996–2004), President of PepsiCo Foods International’s Europe, Middle East and Africa Division (1995–1996) and of Walkers Snack Foods in the UK (1994–1995). Before joining PepsiCo he held various senior management roles with Grand Metropolitan plc, including President and Chief Executive Officer of GrandMet Foods Europe (1992–1994), Vice Chairman of The Pillsbury Company (1990–1992), and President and Chief Executive Officer of The Paddington Corporation (1984–1990). He is also Chairman of the Vero Beach Museum of Art. Peter Thompson has a degree in modern languages from Oxford University and an MBA from Columbia University. Jacques Vincent Non-executive Director. Member of the Compensation Committee Age: 64. Nationality: French. Appointed: 2005. Term of office: 2013. Jacques Vincent has been Vice Chairman and Chief Operating Officer of the Danone Group, Paris, from 1998 until 2008. He retired from this company in 2010 and sits on the board of various companies, among them Danone, Yakult, Cereplast and Mediaperformance. He began his career with Danone in 1970 and has since held various financial and overall management positions within this group. Jacques Vincent is a graduate engineer of the Ecole Centrale, Paris. He holds a bachelor in Economics from Paris University and a Master of Science from Stanford University. Rolf Watter Non-executive Director. Member of the Chairman’s Committee Age: 52. Nationality: Swiss. Appointed: 2000. Term of office: 2011. Rolf Watter has been a partner in the law firm Bär & Karrer in Zurich since 1994. He was a member of its executive board and later an executive Director from 2000 until 2009. He is a non-executive Director of Zurich Financial Services (and its subsidiary Zurich Insurance Company), of Nobel Biocare Holding AG, of UBS Alternative Portfolio AG and A.W. Faber-Castell (Holding) AG. He was formerly non-executive Chairman of Cablecom Holding (2003–2008), a Director of Centerpulse AG (2002–2003), of Forbo Holding AG (1999–2005) and of Feldschlösschen Getränke AG (2001–2004). In addition, Rolf Watter is a part-time professor at the Law School of the University of Zurich and a member of the SIX Swiss Exchange Regulatory Board and its Disclosure Commission of Experts. Rolf Watter graduated from the University of Zurich with a doctorate in law and holds an LLM degree from Georgetown University; he is admitted to the Bar of Zurich. Felix A. Weber Non-executive Director. Chairman of the Compensation Committee Age: 60. Nationality: Swiss. Appointed: 2000. Term of office: 2011. Felix A. Weber is currently Executive Committee Co-Chairman of Nomura Switzerland and a Managing Director of Nomura International Ltd. Previously, he was a Director of Publigroupe (2005–2009), a Director of Valora (2006–2008), a Director of Glacier Holdings GP SA and Glacier Holdings S.C.A (former parent entities of Cablecom GmbH) (2003–2005), a Director of Cablecom GmbH (2004–2005), Managing Director of Lehman Brothers Ltd. (2006–2008), Executive Vice President and Chief Financial Officer of Adecco SA (1998–2004), Associate Project Manager and Principal of McKinsey & Company in Zurich (1989–1997), and Chief Executive Officer of Alusuisse South Africa (1982–1984). Felix A. Weber graduated from the University of St. Gallen with an MBA in operations research and finance and a PhD in marketing. Syngenta Annual Review 2010 Executive Committee at December 31, 2010 40 Members of the Executive Committee Under the direction of the Chief Executive Officer, the Executive Committee is responsible for the operational management of the Company. It consists of the Chief Executive Officer (CEO), the Chief Operating Officers (COO) of Crop Protection and Seeds, the Chief Financial Officer (CFO), the Head of Research & Development, the Head of Global Operations, the Head of Business Development and the Head of Legal & Taxes. Syngenta Annual Review 2010 41 Christoph Mäder Head of Legal & Taxes and Company Secretary Age: 51. Nationality: Swiss. Appointed: 2000. Christoph Mäder was Head of Legal & Public Affairs for Novartis Crop Protection (1999–2000) and Senior Corporate Counsel for Novartis International AG (1992–1998). He is Chairman of SGCI Chemie Pharma Schweiz, the association of Swiss chemical and pharmaceutical industries. He is also a member of the Executive Committee of the Board of economiesuisse, the main umbrella organization representing the Swiss economy and of the Executive Board of the Business and Industry Advisory Committee (BIAC) to the Organization for Economic Co- operation and Development (OECD). He graduated from Basel University Law School, and is admitted to the Bar in Switzerland. Mark Peacock Head of Global Operations Age: 49. Nationality: British. Appointed: 2007. Mark Peacock was previously Head of Global Supply (2003–2006) and Regional Supply Manager for Asia Pacific (2000–2003) for Syngenta. Prior to this he was a Product Manager in Zeneca Agrochemicals and General Manager of the Electrophotography Business in Zeneca Specialties. He has a degree in chemical engineering from Imperial College, London, and a Masters in international management from McGill University in Montreal. Davor Pisk Chief Operating Officer Seeds Age: 52. Nationality: British. Appointed: 2008. Davor Pisk was Region Head Crop Protection Asia Pacific (2003–2007) for Syngenta and Region Head Asia for Zeneca Agrochemicals (1998–2001). Prior to 1998, he was Head of Herbicides for Zeneca (1993–1997) and General Manager of ICI Czechoslovakia (1991–1993). He has a BA in Economics and Politics from Exeter University, UK, and an MA in Political Science from the University of California, USA. John Ramsay Chief Financial Officer Age: 53. Nationality: British. Appointed: 2007. John Ramsay was Group Financial Controller (2000–2007) for Syngenta. Prior to that, he was Zeneca Agrochemicals Finance Head Asia Pacific (1994–1999), Financial Controller ICI Malaysia (1990–1993), and ICI Plant Protection Regional Controller Latin America (1987–1990). Before joining ICI in 1984, he worked in Audit and Tax at KPMG. He is a Chartered Accountant and also holds an honors degree in finance and accounting. Michael Mack Chief Executive Officer (CEO), executive Director. Member of the Chairman’s Committee and the Corporate Responsibility Committee Age: 50. Nationality: American. Appointed: 2008. Michael Mack was Chief Operating Officer of Seeds (2004–2007) and Head of Crop Protection, NAFTA Region (2002–2004) for Syngenta. Prior to this, he was President of the Global Paper Division of Imerys SA, a French mining and pigments concern, from the time of its merger in 1999 with English China Clays Ltd., where he was Executive Vice President, Americas and Pacific Region, in addition to being an executive Director of the Board. From 1987 to 1996 he held various roles with Mead Corporation. Michael Mack is also Chairman of the Board of the Swiss- American Chamber of Commerce. Michael Mack has a degree in economics from Kalamazoo College in Michigan, studied at the University of Strasbourg, and has an MBA from Harvard University. Alejandro Aruffo Head of Research & Development Age: 51. Nationality: Italian/American. Appointed: 2008. Alejandro Aruffo was Vice President Global Pharmaceutical Development, Abbott (2005–2008), President Abbott Bioresearch Center and Vice President Abbott Immunology Research and Development (2003–2005), President Abbott Bioresearch Center and Divisional Vice President Abbott Immunology Research (2002–2003), Vice President Cardiovascular and Metabolic Disease Drug Discovery (2001–2002), and Vice President Immunology Drug Discovery (1998–2001) for Bristol-Myers Squibb. Prior to these roles he held various positions at Bristol-Myers Squibb. He graduated from the University of Washington with BSc degrees in chemistry and mathematics and from Harvard University with a PhD in biophysics. John Atkin Chief Operating Officer Crop Protection Age: 57. Nationality: British. Appointed: 2000. John Atkin was Chief Executive Officer (1999–2000), Chief Operating Officer (1999), Head of Product Portfolio Management (1998), and Head of Insecticides and Patron for Asia (1997–1998) of Novartis Crop Protection. Prior to 1998 he was General Manager of Sandoz Agro France (1995–1997) and Head of Sandoz Agro Northern Europe (1993–1995). In 2008 he was appointed Visiting Professor at the Institute for Research on Environment and Sustainability (IRES) at the University of Newcastle upon Tyne. He is also Chairman of CropLife’s Crop Protection Strategy Council (global industry association). He graduated from the University of Newcastle upon Tyne with a PhD and a BSc degree in agricultural zoology. Robert Berendes Head of Business Development Age: 45. Nationality: German. Appointed: 2007. Robert Berendes was Head of Diverse Field Crops (2005–2006) and Head of Strategy, Planning and M&A (2002–2005) for Syngenta. Prior to this, he was a partner and co-leader of the European chemical practice at McKinsey & Company. He graduated from the University of Cologne with a diploma in chemistry and has a PhD in biophysics from the Max-Planck- Institute for Biochemistry/Technical University of Munich. Syngenta Annual Review 2010 Financial information 42 A summary of Syngenta’s consolidated financial statements is provided on pages 42 to 49. For full details and analysis of the Group’s audited financial results, prepared in accordance with IFRS, please refer to our comprehensive Financial Report which is available on request or on our website www.syngenta.com/ir References to EBITDA in the following financial information excludes the impact of restructuring, impairment and discontinued operations1. Summarized financial information 2010 and 2009 For the year ended December 31 ($m, except per share amounts) Sales Gross profit Marketing and distribution Research and development General and administrative Restructuring and impairment Operating income Income before taxes Income tax expense Net income Attributable to minority interests Attributable to Syngenta AG shareholders: Earnings/(loss) per share ($)2 – Basic – Diluted Gross profit margin excluding restructuring and impairment EBITDA4 EBITDA margin Tax rate on results excluding restructuring and impairment Free cash flow5 Trade working capital as a percentage of 12-month sales Debt/Equity gearing6 Net debt6 Cash flow return on investment7 Restructuring and impairment 2009 – (17) – – – (130) (147) (149) 42 (107) – (107) 2010 – (18) – – – (159) (177) (178) 42 (136) – (136) As reported under IFRS 2009 10,992 5,420 (1,805) (952) (714) (130) 1,819 1,694 (283) 1,411 (3) 1,408 2010 11,641 5,775 (1,892) (1,032) (899) (159) 1,793 1,677 (275) 1,402 (5) 1,397 (1.15) (1.14) 15.07 14.99 15.11 15.01 (1.47) (1.45) 2010 CER3 49.7% 21.9% Excluding restructuring and impairment1 2009 10,992 5,437 (1,805) (952) (714) – 1,966 1,843 (325) 1,518 (3) 1,515 2010 11,641 5,793 (1,892) (1,032) (899) – 1,970 1,855 (317) 1,538 (5) 1,533 16.54 16.44 2010 49.8% 2,505 21.5% 17.1% 1,129 33% 20% 1,473 13% 16.26 16.15 2009 49.5% 2,427 22.1% 17.6% 528 36% 28% 1,802 13% 1 For further discussion of restructuring and impairment charges, see page 48. Net income and earnings per share excluding restructuring and impairment are provided as additional information and not as an alternative to net income and earnings per share determined in accordance with IFRS 2 The weighted average number of ordinary shares in issue used to calculate the earnings per share were as follows: For 2010 basic EPS 92,687,903 and diluted 93,225,303; for 2009 basic EPS 93,154,537 and diluted 93,760,196 3 For a description of CER, see page 48 4 EBITDA is defined on page 48 5 2009 free cash flow has been restated to reflect the change in definition of free cash flow implemented by Syngenta during 2010. For a description of free cash flow and details of the change in definition, page 48 6 For a description of net debt and the calculation of debt/equity gearing, see page 48 7 Syngenta has implemented the cash flow return on investment measure for the first time in 2010. For a description of the calculation, see page 48 Syngenta Annual Review 2010 Full year product line and regional sales 43 Year ended December 31 Syngenta Crop Protection Seeds Business Development Inter-segment elimination Third Party Sales Crop Protection Product line Selective Herbicides Non-selective Herbicides Fungicides Insecticides Seed Care Professional Products Others Total Regional Europe, Africa and Middle East NAFTA Latin America Asia Pacific Total Seeds Product line Corn and Soybean Diverse Field Crops Vegetables Flowers Total Regional Europe, Africa and Middle East NAFTA Latin America Asia Pacific Total 1 For a description of CER, see page 48 2010 $m 2009 $m Actual % 8,878 2,805 23 (65) 11,641 8,491 2,564 8 (71) 10,992 +5 +9 +197 n/a +6 2,308 987 2,662 1,475 838 470 138 8,878 2,649 2,383 2,300 1,546 8,878 1,281 524 663 337 2,805 1,047 1,234 275 249 2,805 2,221 1,141 2,442 1,312 821 458 96 8,491 2,667 2,567 1,907 1,350 8,491 1,210 429 594 331 2,564 933 1,187 243 201 2,564 +4 -13 +9 +12 +2 +3 +43 +5 -1 -7 +21 +15 +5 +6 +22 +12 +2 +9 +12 +4 +13 +24 +9 CER1 % +3 +8 +197 n/a +4 +1 -16 +7 +11 +2 – +43 +3 -1 -10 +21 +8 +3 +4 +18 +11 +2 +8 +10 +3 +13 +18 +8 Syngenta Annual Review 2010 Financial information 44 Condensed consolidated income statement Year ended December 31 ($m, except share and per share amounts) Sales Cost of goods sold Gross profit Marketing and distribution Research and development General and administrative Restructuring and impairment Operating income Income/(loss) from associates and joint ventures Financial expenses, net Income before taxes Income tax expense Net income Attributable to: – Minority interests – Syngenta AG shareholders Net income Earnings per share (US$): – Basic – Diluted Weighted average number of shares: – Basic – Diluted 2010 11,641 (5,866) 5,775 (1,892) (1,032) (899) (159) 1,793 25 (141) 1,677 (275) 1,402 5 1,397 1,402 15.07 14.99 20091 10,992 (5,572) 5,420 (1,805) (952) (714) (130) 1,819 (3) (122) 1,694 (283) 1,411 3 1,408 1,411 15.11 15.01 92,687,903 93,154,537 93,225,303 93,760,196 1 After effect of accounting policy change for post-employment benefits described in Note 2 to the Syngenta Group consolidated financial statements in the Financial Report 2010, which is available on our website at www.syngenta.com/ir All amounts relate to continuing operations Syngenta Annual Review 2010 Restructuring and impairment before taxes 45 Year ended December 31 ($m) Cash costs: Operational efficiency programs Integration and acquisition costs Other restructuring costs Non-cash restructuring and impairment, net Total restructuring and impairment before taxes1 2010 2009 101 19 14 134 44 178 98 28 – 126 23 149 1 $18 million (2009: $17 million) is included within cost of goods sold and $1 million (2009: $2 million) is included within income/(loss) from associates and joint ventures Syngenta Annual Review 2010 Financial information 46 Condensed consolidated balance sheet At December 31 ($m) Assets Current assets: Cash and cash equivalents Trade receivables Other accounts receivable Inventories Derivative and other financial assets Other current assets Total current assets Non-current assets: Property, plant and equipment Intangible assets Deferred tax assets Derivative financial assets Other non-current financial assets Total non-current assets Total assets Liabilities and equity Current liabilities: Trade accounts payable Current financial debt Income taxes payable Derivative financial liabilities Other current liabilities Provisions Total current liabilities Non-current liabilities: Financial debt and other non-current liabilities Deferred tax liabilities Provisions Total non-current liabilities Total liabilities Equity: Shareholders’ equity Minority interests Total equity Total liabilities and equity 2010 20091 1,967 2,554 626 3,844 502 223 9,716 2,964 3,087 824 176 518 7,569 17,285 (2,590) (992) (406) (291) (846) (228) (5,353) (2,786) (813) (884) (4,483) (9,836) 1,552 2,506 558 3,922 156 200 8,894 2,738 3,102 747 248 400 7,235 16,129 (2,468) (281) (376) (145) (827) (214) (4,311) (3,527) (688) (1,116) (5,331) (9,642) (7,439) (10) (7,449) (17,285) (6,473) (14) (6,487) (16,129) 1 After effect of accounting policy change for post-employment benefits described in Note 2 to the Syngenta Group consolidated financial statements in the Financial Report 2010, which is available on our website at www.syngenta.com/ir Syngenta Annual Review 2010 Condensed consolidated cash flow statement 47 Year ended December 31 ($m) Income before taxes Reversal of non-cash items Cash (paid)/received in respect of: Interest and other financial receipts Interest and other financial payments Income taxes Restructuring costs Contributions to pension plans, excluding restructuring costs Other provisions Cash flow before change in net working capital Change in net working capital: Change in inventories Change in trade and other accounts receivable and other net current assets Change in trade and other accounts payable Cash flow from operating activities Additions to property, plant and equipment Proceeds from disposals of property, plant and equipment Purchases of intangible assets Purchases of investments in associates and other financial assets Proceeds from disposals of financial assets Net cash flows from (purchases)/disposals of marketable securities Acquisitions and divestments Cash flow used for investing activities Increases in third party interest-bearing debt Repayments of third party interest-bearing debt Sale/(purchase) of treasury shares and options over own shares Acquisitions of non-controlling interests Dividends paid Cash flow from financing activities Net effect of currency translation on cash and cash equivalents Net change in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year 2010 1,677 805 144 (308) (268) (38) (335) (95) 1,582 108 (129) 146 1,707 (396) 13 (118) (12) 42 31 (10) (450) 139 (165) (246) (48) (524) (844) 2 415 1,552 1,967 20091 1,694 615 96 (380) (165) (79) (125) (81) 1,575 (178) 55 (33) 1,419 (652) 33 (97) (22) 87 (41) (188) (880) 926 (183) (79) – (494) 170 40 749 803 1,552 1 After effect of accounting policy change for post-employment benefits described in Note 2 to the Syngenta Group consolidated financial statements in the Financial Report 2010, which is available on our website at www.syngenta.com/ir Free cash flow Year ended December 31 ($m) Cash flow from operating activities Cash flow used for investing activities Cash flow (from)/used for marketable securities Cash flow used for acquisitions of non-controlling interests Cash flow from foreign exchange movements and settlement of hedges of inter-company loans Free cash flow 2010 1,707 (450) (31) (48) (49) 1,129 2009 1,419 (880) 41 – (52) 528 Syngenta Annual Review 2010 Financial information 48 Constant exchange rates (CER) Results in this report from one period to another period are, where appropriate, compared using constant exchange rates (CER). To present that information, current period results for entities reporting in currencies other than US dollars are converted into US dollars at the prior period’s exchange rates, rather than at the exchange rates for the current year. CER margin percentages for gross profit and EBITDA are calculated by the ratio of these measures to sales after restating the measures and sales at prior period exchange rates. The CER presentation indicates the underlying business performance before taking into account currency exchange fluctuations. EBITDA EBITDA is defined as earnings before interest, tax, minority interests, depreciation, amortization, restructuring and impairment. Information concerning EBITDA has been included as it is used by management and by investors as a supplementary measure of operating performance and is used by Syngenta as the basis of part of its employee incentive schemes. Management excludes restructuring from EBITDA in order to focus on results excluding items affecting comparability from one period to the next. EBITDA is not a measure of cash liquidity or financial performance under generally accepted accounting principles and the EBITDA measures used by Syngenta may not be comparable to other similarly titled measures of other companies. EBITDA should not be construed as an alternative to operating income or cash flow as determined in accordance with generally accepted accounting principles. Restructuring and impairment before taxes Restructuring represents the effect on reported performance of initiating business changes which are considered major and which, in the opinion of management, will have a material effect on the nature and focus of Syngenta’s operations, and therefore requires separate disclosure to provide a more thorough understanding of business performance. Restructuring includes the effects of completing and integrating significant business combinations and divestments. Restructuring and impairment includes the impairment costs associated with major restructuring and also impairment losses and reversals of impairment losses resulting from major changes in the markets in which a reported segment operates. The incidence of these business changes may be periodic and the effect on reported performance of initiating them will vary from period to period. Because each such business change is different in nature and scope, there will be little continuity in the detailed composition and size of the reported amounts which affect performance in successive periods. Separate disclosure of these amounts facilitates the understanding of performance including and excluding items affecting comparability. Reported performance before restructuring and impairment is one of the measures used in Syngenta’s short-term employee incentive compensation plans. Syngenta’s definition of restructuring and impairment may not be comparable to similarly titled line items in financial statements of other companies. Free cash flow Free cash flow comprises cash flow from operating and investing activities: excluding investments in and proceeds from marketable securities, which are included in investing activities; excluding cash flows from and used for foreign exchange movements and settlement of related hedges on inter-company loans, which are included in operating activities; and including cash flows from acquisitions of non-controlling interests, which are included in financing activities. During 2010, Syngenta changed its definition of free cash flow to exclude cash flows from or used for foreign exchange movements and settlement of hedges of inter-company loans because it believes this revised free cash flow measure is more independent of a group’s internal funding structure and therefore more easily comparable with that of companies with less centralized funding structures than Syngenta’s. 2009 free cash flow has been restated. Free cash flow is not a measure of financial performance under generally accepted accounting principles and the free cash flow measure used by Syngenta may not be identical to similarly titled measures of other companies. Free cash flow has been included as it is used by many investors as a useful supplementary measure of cash generation. Net debt reconciliation Net debt comprises total debt net of related hedging derivatives, cash and cash equivalents and marketable securities. Net debt is not a measure of financial position under generally accepted accounting principles and the net debt measure used by Syngenta may not be comparable to the similarly titled measure of other companies. Net debt has been included as it is used by many investors as a useful measure of financial position and risk. The following table presents the derivation of the debt/equity gearing ratio: ($m) Net debt Shareholders’ equity Debt/equity gearing ratio (%) 2010 1,473 7,439 20% 2009 1,802 6,473 28% Cash flow return on investment Cash flow return on investment is a new measure implemented by Syngenta in 2010 in order to compare cash returns to average invested capital. Gross cash flow comprises cash flow before change in net working capital, excluding interest and other financial receipts and payments. In 2010, the accelerated contributions to the defined benefit pension plans of US$200 million were also excluded. Invested capital comprises: total current assets, excluding cash and derivative and other financial assets; total non-current assets, excluding non-current derivative and other financial assets and defined benefit pension assets, and adjusted to reflect gross book values of property, plant and equipment and intangible assets; total current liabilities, excluding derivative financial liabilities and current financial debt; and deferred tax liabilities. Syngenta Annual Review 2010 Full year segmental results excluding restructuring and impairment 49 Year ended December 31, 2010 ($m) Sales Gross profit Marketing and distribution Research and development General and administrative Operating income EBITDA EBITDA (%) Year ended December 31, 2009 ($m) Sales Gross profit Marketing and distribution Research and development General and administrative Operating income EBITDA EBITDA (%) Crop Protection 8,878 4,382 (1,321) (555) (667) 1,839 2,194 24.7 Crop Protection 8,491 4,229 (1,255) (508) (496) 1,970 2,282 26.9 Seeds 2,805 1,373 (559) (410) (217) 187 357 12.7 Business Development 23 12 (12) (67) (15) (82) (72) n/a Inter-segment elimination (65) 26 – – – 26 26 – Seeds 2,564 1,220 (540) (364) (199) 117 256 10.0 Business Development 8 (7) (10) (80) (19) (116) (106) n/a Inter-segment elimination (71) (5) – – – (5) (5) – Full year 2010 11,641 5,793 (1,892) (1,032) (899) 1,970 2,505 21.5 Full year 2009 10,992 5,437 (1,805) (952) (714) 1,966 2,427 22.1 Reconciliation of segment EBITDA to segment operating income excluding restructuring and impairment Year ended December 31, 2010 ($m) EBITDA Depreciation, amortization and impairment Income from associates and joint ventures Operating income excluding restructuring and impairment Year ended December 31, 2009 ($m) EBITDA Depreciation, amortization and impairment Income from associates and joint ventures Operating income excluding restructuring and impairment Crop Protection 2,194 (348) (7) 1,839 Crop Protection 2,282 (321) 9 1,970 Seeds 357 (151) (19) 187 Business Development (72) (10) – (82) Inter-segment elimination 26 – – 26 Seeds 256 (131) (8) 117 Business Development (106) (10) – (116) Inter-segment elimination (5) – – (5) Total 2,505 (509) (26) 1,970 Total 2,427 (462) 1 1,966 Syngenta Annual Review 2010 Corporate Responsibility performance summary 50 A summary of Syngenta’s performance in the areas of resource efficiency, stewardship, people, environment and compliance is presented on pages 50–53. The environmental performance numbers have been normalized to $EBIT1 to better relate our performance in these areas to value creation. To view a more detailed report, please visit the Annual Report website www.syngenta.com/ar2010 Resource efficient programs Our programs teach growers how to use sustainable agriculture techniques for managing natural resources in the most efficient and responsible way, e.g. reducing the water needed for crop cultivation, minimizing soil erosion and improving productivity for efficient land use. Stewardship Syngenta aims to maximize benefits and minimize negative impacts throughout the lifecycle of its products. We adopt strict measures to ensure the safety of our chemical products and biotechnology, and we audit suppliers to ensure they meet our HSE and labor standards. Training on the safe and effective use of our products helps growers get the most benefit from them. Soil, water, biodiversity, IPM/ICM, safe use2 Total investment ($m) EAME NAFTA LATAM APAC Active programs 2010 7.57 41.5% 20.7% 19.5% 18.3% 182 2009 7.03 29.0% 24.8% 26.8% 19.4% 177 2008 8.13 40.6% 29.0% 16.8% 13.6% 163 Read more about resource efficient programs www.syngenta.com/ar2010 Product stewardship Number of people trained (m)3 EAME NAFTA LATAM APAC Active training programs Number of countries participating in adverse health incident management system Product stewardship – biotechnology and regulatory compliance Number of employees completing regulatory compliance training Number of trial locations requiring a permit Number of trial inspections performed by Syngenta 2010 4.27 0.5% 0.1% 4.0% 95.4% 90 2009 3.94 0.4% 0.0% 8.3% 91.3% 129 84 50 1,593 435 237 1,177 471 189 2008 2.39 1.6% 0.2% 23.2% 75.0% 119 45 782 420 168 Read more about stewardship www.syngenta.com/ar2010 1 Excluding restructuring and impairment 2 Starting 2009, reporting year October 1 to September 30 3 In 2010 1.1 million (2009: 1.7 million) from farmer contest televised training People Syngenta operates around the globe, and has a rich mix of employees from backgrounds that reflect our diverse markets. We believe this diversity is an asset to the Company, and we have programs to ensure all employees are given an equal opportunity. The safety of our staff is a priority. We provide a healthy and motivating work environment and offer competitive rewards, which help attract and retain the most talented individuals. To help them achieve their career aspirations, employees are encouraged to fulfill their potential with training/development programs, and regular discussions with line managers. Responding to feedback from employees helps us improve our business and, in turn, ensures they are proud to work for Syngenta. Sites respond to employee feedback through local programs and share best practices through our online database. People retention Employees as of December 311 EAME NAFTA LATAM APAC Part-time employees Turnover rate Turnover rate <35 years Turnover rate 35–50 years Turnover rate >50 years Employees entitled to participate in Employee Share Purchase Plan (ESPP) Entitled employees participating in ESPP Employees participating in Long-term Incentive (LTI) plan Diversity Female employees In management roles In senior management Proportion of senior management from each region Number of senior managers EAME2 NAFTA LATAM APAC Number of nationalities in senior management Employee development Total training investment ($m) EAME2 NAFTA LATAM APAC Training investment per employee (US$) Health and safety Recordable injury and illness rate (IIR) per 200,000 hours3 Recordable injury rate per 200,000 hours3 EAME NAFTA LATAM APAC Recordable occupational illness rate per 200,000 hours3 EAME NAFTA LATAM APAC First aid cases Economic value shared Corporate community investment ($m)4 Salaries ($m)5 Read more about people 51 Syngenta Annual Review 2010 2010 26,179 12,466 5,022 4,004 4,687 850 9.5% 3.6% 3.7% 2.2% 16,262 46% 1,031 32% 20% 11% 196 63% 19% 8% 10% 24 29.0 18.4 4.1 3.3 3.1 1,109 0.39 0.37 0.43 0.66 0.22 0.18 0.02 0.01 0.06 0 0.01 820 2009 25,925 12,565 5,214 3,782 4,364 763 9.3% 3.2% 3.2% 3.0% 15,829 48% 1,016 30% 20% 11% 196 64% 20% 7% 9% 24 24.9 16.3 2.5 3.1 3.0 962 0.42 0.38 0.47 0.58 0.19 0.19 0.03 0.05 0.06 0.03 0 712 2008 24,148 11,471 5,076 3,610 3,991 716 9.8% 3.8% 3.9% 2.0% 13,821 49% 886 28% 19% 12% 190 64% 22% 6% 9% 22 27.2 16.6 3.4 3.6 3.6 1,126 0.50 0.47 0.46 0.98 0.19 0.24 0.03 0.04 0.03 0.06 0 421 16.7 2,305 17.5 2,176 10.8 2,157 www.syngenta.com/ar2010 1 Permanent full-time equivalent (FTE) 2 Including Headquarters (Switzerland) 3 According to US OHSA definition for injuries and illness 4 $0.8 million from resource efficient programs 5 After effect of accounting policy change for post-employment benefits described in Note 2 to the Syngenta Group consolidated financial statements in the Financial Report 2010, which is available on our website at www.syngenta.com Syngenta Annual Review 2010 Corporate Responsibility performance summary 52 Environment Managing the environmental impacts of our operations is a key element of our health, safety and environment (HSE) strategy. The global coordination of our program is supported by local initiatives to minimize the impact of our operations on climate change, air quality and water resources. We monitor energy use to identify opportunities to improve efficiency. Our energy strategy encourages local teams to select the best ways to reduce energy at local sites. By 2012, we aim to decrease global greenhouse gas emissions by 40 percent relative to EBIT from the 2006 baseline. Sites also have programs to cut water use and minimize generation of effluent and waste. Local targets aim to increase recycling and cut the amount of waste sent to landfill. The environmental performance reporting system was updated in 2010. For more information visit www.syngenta.com/ar2010 Energy Energy (TJ) MJ/$EBIT Gas (TJ) Electricity (TJ) Steam (TJ) Others (TJ) Oil (TJ) Number of sites setting energy targets Greenhouse gases Total CO2e emissions (000’s tonnes) kg /$EBIT Within direct control: CO2e emissions from own operations (000’s tonnes) of which: CO2 (000’s tonnes) CO2 emissions from company vehicles (000’s tonnes) Within indirect control: CO2e emissions from purchased energy (000’s tonnes) CO2 emissions from business trips (000’s tonnes) CO2 emissions from distribution (000’s tonnes) Other air emissions1 Total other air emissions (tonnes) g/$EBIT NOx (tonnes) Non-halogenated VOCs (tonnes) Halogenated VOCs (tonnes) Particulates (tonnes) SO2 (tonnes) NH3 (tonnes) HCL (tonnes) Water Water consumption (million cubic meters) liters/$EBIT Cooling (million cubic meters) Processing and washing (million cubic meters) Others (million cubic meters) Product ingredient (million cubic meters) Sewage and sanitary (million cubic meters) Read more about environment 1 Starting 2010, all ‘other air emissions’ numbers are based on measurements 2010 8,031 4.08 3,851 1,963 935 652 631 22 1,304 0.66 616 329 68 301 20 299 1,269 0.64 404 440 48 123 208 23 23 28.8 14.6 18.6 8.0 0.9 0.2 1.1 2009 8,334 4.36 3,675 2,096 1,153 775 635 19 1,452 0.76 641 426 65 418 25 303 980 0.51 416 415 49 63 20 7 10 32.0 16.7 21.0 7.1 2.0 0.2 1.7 2008 8,653 4.19 4,074 2,262 1,076 940 301 20 1,542 0.75 701 467 54 426 32 329 1,100 0.53 644 308 23 82 20 8 15 31.1 15.1 19.5 8.1 1.5 0.3 1.7 www.syngenta.com/ar2010 Syngenta Annual Review 2010 53 2010 8.8 4.5 769 2,336 240 393 114 18.5 198.7 0.10 64.0 124.0 0.4 10.3 133.7 0.07 76.6 18.0 28.7 10.4 19 2009 10 5.2 783 2,677 234 303 123 20.8 173.9 0.09 51.4 97.1 0.7 24.7 124.0 0.06 66.4 25.2 15.5 16.9 19 2008 10.6 5.1 725 2,358 225 262 132 19.3 153.3 0.07 47.5 84.3 1.5 20.0 120.2 0.06 72.1 19.3 22.8 6.0 19 0 0 2 www.syngenta.com/ar2010 2010 78 28% 13% 5% 54% 12,395 70 6 0 2009 76 17% 26% 15% 42% 8,169 65 3 0 2008 31 19% 19% 23% 39% 2,312 59 6 0 Environment continued Waste water effluents Total industrial waste water discharge (million cubic meters) liters/$EBIT of which: total organic carbon (TOC) (tonnes) chemical oxygen demand (COD) (tonnes) biological oxygen demand (BOD) (tonnes) total suspended solids (tonnes) soluble salts discharged (000’s tonnes) Direct discharge of uncontaminated cooling water (million cubic meters) Waste Hazardous waste (000’s tonnes) kg/$EBIT of which: recycled/re-used (000’s tonnes) incinerated (000’s tonnes) landfill (000’s tonnes) other (000’s tonnes) Non-hazardouse waste (000’s tonnes) kg/$EBIT of which: recycled/re-used (000’s tonnes) incinerated (000’s tonnes) landfill (000’s tonnes) other (000’s tonnes) Number of sites with reduction programs Environmental compliance Significant unplanned releases1 Read more about environment Corporate conduct Cases reported through the compliance helpline EAME NAFTA LATAM APAC Health, safety, environment and social compliance in supply Number of seed supply farms included in Syngenta/FLA monitoring Number of HSEQ assessments at chemical suppliers Animal welfare Number of audits performed in contract laboratories Number of instances of non-compliance found Compliance The Syngenta Code of Conduct sets our commitment to ethical, social and environmental responsibility, including human rights and fair labor practices. Employees are encouraged to report any suspected breaches. Local laws and regulations govern our environmental behavior, and we have stringent HSE management systems to ensure compliance. We set high standards for  animal welfare and audit compliance. Read more about compliance www.syngenta.com/ar2010 1 Releases that escape beyond the site boundary and that cause either environmental impact and/or concern from neighbors, regulators, etc Syngenta Annual Review 2010 Shareholder information 54 Syngenta shares are listed on the SIX Swiss Exchange and on the New York Stock Exchange, where the shares are traded as ADS (American Depositary Shares).1 Trading symbols Shares Shares in issue At December 31, 2010 Total shares in issue of which treasury shares SIX Swiss Exchange SYNN New York Stock Exchange SYT Number of shares 94,599,849 2,392,751 Share price and market capitalization2 At December 31, 2010 Share price (CHF) Share price (USD) (ADS) Market capitalization (CHF million) Market capitalization (USD million) Dividend history 2006 2007 2008 2009 20103 Total shareholder return4 2006 2007 2008 2009 2010 273.50 58.78 25,219 26,916 Dividend CHF 3.80 4.80 6.00 6.00 7.00 % 40.7 29.4 –29.5 48.6 –3.9 Syngenta share price performance December 31, 2007 – December 31, 2010 CHF 200.40 CHF 290.70 Dec 31, 2010 CHF 273.50 30 20 10 0 –10 –20 –30 –40 –50 –60 Mar Jun Sep Dec 2007 Dec Mar 2008 Jun Sep Dec 2009 Mar Jun Sep Dec 2010 Syngenta SMI Eurotop 300 Syngenta ADS price performance December 31, 2007 – December 31, 2010 USD 39.14 USD 56.27 Dec 31, 2010 USD 58.78 40 30 20 10 0 –10 –20 –30 –40 –50 –60 Mar Jun Sep Dec 2007 Dec Mar 2008 Jun Sep Dec 2009 Mar Jun Sep Dec 2010 1 1 share = 5 ADS 2 For the purposes of calculating market capitalization the number of shares stood at 92.207 million 3 To be submitted for shareholder approval at the Annual General Meeting on April 19, 2011 4 Calculated as return on ordinary shares plus reinvested dividends Syngenta ADS Dow Jones S&P 500 Reporting dates First quarter trading statement Annual General Meeting Half-year results Third quarter trading statement April 15, 2011 April 19, 2011 July 22, 2011 October 14, 2011 A full form 20-F is accessible at: www.syngenta.com/ir Investors can subscribe to Financial Releases via RSS at: www.syngenta.com/ir The full-year results press release can be viewed up to six months after the event at: www.syngenta.com/fyr2010 Syngenta Annual Review 2010 Strategic imperatives Group performance i Creating superior value for our customers and delivering strong performance Integrate We are bringing together our world leading Crop Protection portfolio and our broad Seeds platform to develop a fully integrated offer on a  global crop basis. Engagement We aim to create shared value for all our stakeholders through fostering partnerships and open dialogue. Group sales1 Crop Protection sales1,2 Seeds sales1 2010 2009 2008 11.64 10.99 11.62 2010 2009 2008 8.88 8.49 9.23 2010 2009 2008 2.80 2.56 2.44 $11.6bn +4% (CER) $8.9bn +3% (CER) $2.8bn +8% (CER) Innovate Business ethics Earnings per share3 Free cash flow4 Dividend per share5 We will harness our knowledge of agriculture and our understanding of growers to deliver game-changing technologies which will drive land productivity. Our code of conduct commits us to maintain high ethical standards in all business practices, and we promote a culture of transparency. 2010 2009 2008 $16.44 16.44 16.15 16.40 +2% 2010 2009 2008 1,129 528 729 2010 2009 2008 $1,129m +114% CHF7.00 7.00 6.00 6.00 +17% Outperform Health, safety and environment Number of farmers trained Nationalities in senior management Our aim is to gain market share across our combined businesses and to create value for our shareholders by first creating value for our customers. We are committed to the highest safety and environmental standards for the production, handling and disposal of our products, and we support our business partners in adopting comparable standards. 2010 2009 2008 4.3m CO2e emissions 2010 2009 2008 4.3 3.9 2.4 0.66 0.76 0.75 2010 2009 2008 24 Illness and injury rate6 2010 2009 2008 24 24 22 0.39 0.42 0.50 Read more about our strategy in the Chief Executive Officer’s letter on page 4 0.66 CO2e kg /$EBIT 0.39 1 Growth at constant exchange rates (CER) 2 Including inter-segment sales 3 Fully diluted excluding restructuring and impairment 4 For a definition of free cash flow see page 48 5 Subject to shareholder approval at the Annual General Meeting on April 19, 2011 6 Recordable injury and illness rate (IIR) per 200,000 hours according to US OHSA definition Syngenta Annual Review 2010 Independent Assurance Report on the Syngenta Corporate Responsibility Reporting To the Head of Legal and Taxes, Syngenta International AG, Basel (‘Syngenta’): Main Assurance Procedures Our assurance procedures included the following work: 55 We have performed assurance procedures to provide assurance on the following aspects of the 2010 Corporate Responsibility (CR) reporting of Syngenta. – Evaluation of the application of group guidelines Reviewing the application of the Syngenta internal HSE and CCI reporting guidelines; Subject matter Data and information disclosed with the CR reporting of Syngenta and its consolidated subsidiaries, for the financial year ended December 31, 2010 on the following aspects: – The application of the Syngenta internal Health, Safety and Environment (HSE) and Corporate Community Investment (CCI) reporting guidelines to the CR reporting; – The internal reporting system and procedures, including the control environment, to collect and aggregate CR data; and – The CR Performance Summary disclosed on pages – Site visits Visiting the regional site of Syngenta’s Crop Protection and Seeds Business Units in Singapore and two selected sites of Syngenta’s Seeds Business Unit in Thailand. The selection was based on quantitative and qualitative criteria; Interviewing personnel responsible for internal reporting and data collection at the sites we visited and at the Group level; – Assessment of the performance indicators Performing tests on a sample basis of evidence supporting the CR Performance Summary relative to completeness, accuracy, adequacy and consistency; 50 to 53 of the Syngenta Annual Review 2010. – Review of the documentation Our assurance procedures do not cover the indicator on Salaries in the Performance Summary on page 51 of the Annual Review. Criteria – The Syngenta internal Health, Safety and Environment (HSE) and Corporate Community Investment (CCI) reporting guidelines; and – The defined procedures by which the CR data are gathered, collated and aggregated internally. Responsibility and Methodology The accuracy and completeness of CR performance indicators are subject to inherent limitations given their nature and methods for determining, calculating and estimating such data. Our assurance report should therefore be read in connection with Syngenta’s internal guidelines, definitions and procedures on the reporting of its CR performance. The Board of Directors of Syngenta is responsible for both the subject matter and the criteria. Our responsibility is to provide a conclusion on the subject matter based on our assurance procedures in accordance with the International Standard on Assurance Engagements (ISAE) 3000. Reviewing the relevant documentation on a sample basis, including management and reporting structures and documentation; – Assessment of the processes and data consolidation Reviewing the appropriateness of the management and reporting processes for CR reporting; and Assessing the consolidation process of data at the Group level. Conclusions In our opinion – The internal HSE and CCI guidelines are being applied properly; and – The internal reporting system and procedures to collect and aggregate CR data are functioning as designed and provide an appropriate basis for its disclosure. Based on our work described in this report, nothing has come to our attention that causes us to believe that the data and information mentioned in the subject matter and disclosed with the Corporate Responsibility reporting in the Syngenta Annual Review 2010 does not give a fair picture of Syngenta’s performance in the area of Corporate Responsibility. PricewaterhouseCoopers AG Zurich, February 11, 2011 Dr. Thomas Scheiwiller David Pritchett Annual Review 2010 0 1 0 2 w e v e R i l a u n n A a t n e g n y S 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 US 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 therefor. For the business year 2010, Syngenta has published three reports: Annual Review (incorporating the Corporate Responsibility Report), Financial Report and Corporate Governance and Compensation Report. All documents were originally published in English. The Annual Review 2010 and the Corporate Governance and Compensation Report 2010 are also available in German. These publications are also available on the Internet: www.syngenta.com Syngenta International AG, Basel, Switzerland. All rights reserved. Editorial completion: February 2011. Design and production: Radley Yeldar, London, UK Printing: NZZ Fretz AG, Zürich, Switzerland Printed on Hello Silk, made with wood fiber from managed forests and manufactured at a mill that has achieved the ISO14001 and EMAS environmental management standards. ® Registered trademarks of a Syngenta Group Company ™ Trademarks of a Syngenta Group Company The SYNGENTA Wordmark, BRINGING PLANT POTENTIAL TO LIFE and the Purpose icon device are trademarks or registered trademarks of a Syngenta Group Company. Switzerland Investor Relations T +41 61 323 5883 F +41 61 323 5880 E global.investor_relations@syngenta.com Media Relations T +41 61 323 2323 F +41 61 323 2424 E media.relations@syngenta.com Share Register T +41 58 399 6133 F +41 58 499 6193 E syngenta.aktienregister@sag.ch Shareholder Services T +41 61 323 9492 F +41 61 568 4146 E shareholder.services@syngenta.com Ordering of publications T +41 58 399 6133 E syngenta.aktienregister@sag.ch Syngenta switchboard T +41 61 323 1111 F +41 61 323 1212 E global.webmaster@syngenta.com USA Investor Relations T +1 202 737 6520 T +1 202 737 6521 E global.investor_relations@syngenta.com Media Relations T +1 202 628 2372 F +1 202 347 8758 E media.relations_us@syngenta.com Contacts for ADS holders T +1 866 253 7068 – from within the USA T +1 201 680 6825 – from outside the USA Syngenta International AG Corporate Affairs Schwarzwaldallee 215 P.O. Box CH-4002 Basel Switzerland www.syngenta.com Article number 016841.040 Syngenta Annual Review 2010 Annual Review 2010 Syngenta is one of the world’s leading companies with more than 26,000 employees in over 90 countries dedicated to our purpose: Bringing plant potential to life. With our innovation in Crop Protection and Seeds, we contribute to addressing global challenges. Contents Overview Contributing to food security Our offer Addressing growers’ needs Creating our offer Governance and financials i Strategic imperatives ii Group performance 01 Business highlights 02 Chairman’s letter 04 Chief Executive Officer’s letter 07 A global challenge 08 Sustainable production systems for agriculture 09 Grow more from less 10 Better solutions for the farmer of the future 11 Increasing resource efficiency 12 Strengthening rural economies 14 Integrated solutions for today’s farmer 17 Corn 19 Soybean 20 Cereals 21 Rice 22 Sugar cane 23 Oilseeds and sugar beet 24 Vegetables 25 Lawn and Garden 27 Research and Development 30 People 32 Operations 35 Crop Protection product line performance 37 Seeds product line performance 38 Board of Directors 40 Executive Committee 42 Financial information 50 Corporate Responsibility performance summary 54 Shareholder information 0 1 0 2 t r o p e R Financial Report 2010 l i i a c n a n F a t n e g n y S For the business year 2010, Syngenta has published three reports: Annual Review (incorporating the Corporate Responsibility Report), Financial Report and Corporate Governance and Compensation Report. All documents were originally published in English. The Annual Review 2010 and the Corporate Governance and Compensation Report 2010 are also available in German. These publications are also available on the Internet: www.syngenta.com Syngenta International AG, Basel, Switzerland. All rights reserved. Editorial completion: February 2011. Design and production: Radley Yeldar, London, UK Printing: NZZ Fretz AG, Zürich, Switzerland Printed on Hello Silk, made with wood fiber from managed forests and manufactured at a mill that has achieved the ISO14001 and EMAS environmental management standards. ® Registered trademarks of a Syngenta Group Company ™ Trademarks of a Syngenta Group Company The SYNGENTA Wordmark, BRINGING PLANT POTENTIAL TO LIFE and the Purpose icon device are trademarks or registered trademarks of a Syngenta Group Company. Switzerland Investor Relations T +41 61 323 5883 F +41 61 323 5880 E global.investor_relations@syngenta.com Media Relations T +41 61 323 2323 F +41 61 323 2424 E media.relations@syngenta.com Share Register T +41 58 399 6133 F +41 58 499 6193 E syngenta.aktienregister@sag.ch Shareholder Services T +41 61 323 9492 F +41 61 568 4146 E shareholder.services@syngenta.com Ordering of publications T +41 58 399 6133 E syngenta.aktienregister@sag.ch Syngenta switchboard T +41 61 323 1111 F +41 61 323 1212 E global.webmaster@syngenta.com USA Investor Relations T +1 202 737 6520 T +1 202 737 6521 E global.investor_relations@syngenta.com Media Relations T +1 202 628 2372 F +1 202 347 8758 E media.relations_us@syngenta.com Contacts for ADS holders T +1 866 253 7068 – from within the USA T +1 201 680 6825 – from outside the USA Syngenta International AG Corporate Affairs Schwarzwaldallee 215 P.O. Box CH-4002 Basel Switzerland www.syngenta.com Article number 016843.040 Syngenta Financial Report 2010 01 Table of Contents 01 Table of Contents 02 Operating and Financial Review 03 05 Financial highlights Introduction 08 Results of operations – 2010 compared to 2009 16 16 Foreign operations and foreign currency transactions Liquidity and capital resources 18 Research and development (R&D) 19 Contractual obligations, commitments and contingent liabilities 19 Off-balance sheet arrangements 19 Critical accounting estimates 19 Recent developments 20 Future prospects 20 Quantitative and qualitative disclosure about market risk 21 25 Appendix A Syngenta Group Consolidated Financial Statements 25 Consolidated Income Statement 26 Consolidated Statement of Comprehensive Income 27 Consolidated Balance Sheet 28 Consolidated Cash Flow Statement 29 Consolidated Statement of Changes in Equity 31 Notes to the Syngenta Group Consolidated Financial Statements 90 Report of Syngenta Management on Internal Control over Financial Reporting 91 Report of the Group Auditors on Internal Control over Financial Reporting 92 Report of the Statutory Auditor on the Consolidated Financial Statements 93 93 Financial Statements of Syngenta AG Income Statement 94 Balance Sheet (prior to earnings appropriation) 95 Notes to the Financial Statements of Syngenta AG 113 Appropriation of Available Earnings of Syngenta AG 114 Report of the Statutory Auditor on the Financial Statements 115 Cautionary Statement Regarding Forward-Looking Statements Syngenta Financial Report 2010 Operating and Financial Review 02 Syngenta has prepared the consolidated financial statements in US dollars and in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The basis of preparation of the consolidated financial statements and the key accounting policies are discussed in Notes 1 and 2, respectively, to the consolidated financial statements. The selected financial highlights information in accordance with IFRS presented on the following page has been extracted from the consolidated financial statements of Syngenta. Investors should read the entire consolidated financial statements and not rely on the summarized information. The information includes the results of operations and the net assets of Emergent Genetics Vegetable A/S from June 1, 2006, Conrad Fafard, Inc. from August 1, 2006, Fischer group of companies from July 1, 2007, Zeraim Gedera Ltd. from September 1, 2007, SPS Argentina SA from November 10, 2008, Goldsmith Seeds, Inc. from November 19, 2008, Circle One Global Inc. from May 15, 2009, Goldsmith Seeds Europe B.V. from September 23, 2009, Pybas Vegetable Seed Co., Inc. from December 16, 2009, Synergene Seed & Technology, Inc. from December 23, 2009, Maribo Seed International ApS from September 30, 2010 and Greenleaf Genetics LLC from November 8, 2010. For further information about these and other acquisitions, see Note 3 to the consolidated financial statements. Syngenta Financial Report 2010 2010 2009 2 2008 2 2007 2 2006 2 Year ended December 31, 03 11,641 (5,866) 5,775 (3,982) 1,793 1,677 1,402 1,397 10,992 (5,572) 5,420 (3,601) 1,819 1,694 1,411 1,408 11,624 (5,706) 5,918 (4,038) 1,880 1,714 1,399 1,399 9,240 (4,669) 4,571 (3,070) 1,501 1,456 1,135 1,133 8,046 (3,982) 4,064 (3,190) 874 843 667 664 92,687,903 93,154,537 93,916,415 95,973,958 98,165,298 93,225,303 93,760,196 94,696,762 97,143,368 99,876,180 15.07 14.99 6.00 5.61 – – 1,707 (450) (844) (396) 4,363 17,285 (4,483) (9,836) (6) (7,439) 15.11 15.01 6.00 5.27 – – 1,419 (880) 170 (652) 4,583 16,129 (5,331) (9,642) (6) (6,473) 14.90 14.77 4.80 4.76 – – 11.80 11.66 1.60 1.32 2.20 1.78 1,466 1,168 (608) (457) (444) 3,311 14,089 (4,489) (8,798) (6) (5,274) (368) (781) (317) 2,600 12,819 (3,305) (7,189) (6) (5,611) 6.76 6.65 – – 3.30 2.68 928 (411) (541) (217) 2,522 11,319 (3,136) (6,150) (142) (5,141) 16.44 16.15 16.40 11.69 9.03 Financial highlights (US$ million, except where otherwise stated) Amounts in accordance with IFRS¹ Income statement data: Sales Cost of goods sold Gross profit Operating expenses Operating income Income before taxes Net income Net income attributable to Syngenta AG shareholders Number of shares – basic Number of shares – diluted Basic earnings per share Diluted earnings per share Cash dividends declared: CHF per share US$ per share equivalent Par value reduction: CHF per share US$ per share equivalent Cash flow data: Cash flow from operating activities Cash flow used for investing activities Cash flow from (used for) financing activities Capital expenditure on tangible fixed assets Balance sheet data: Current assets less current liabilities Total assets Total non-current liabilities Total liabilities Share capital Total shareholders’ equity Other supplementary income data: Diluted earnings per share from continuing operations, excluding restructuring and impairment 3 All activities were in respect of continuing operations. Syngenta Financial Report 2010 Operating and Financial Review 04 Notes 1 Syngenta has prepared the consolidated financial statements in US dollars and in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The basis of preparation of the consolidated financial statements and the key accounting policies are discussed in Notes 1 and 2, respectively, to the consolidated financial statements. 2 In these consolidated financial statements, Syngenta has recognized actuarial gains and losses of defined benefit post-employment plans in OCI in the periods in which they arose (“immediate recognition in OCI method”). Previously, Syngenta applied the corridor method of deferred recognition, under which these gains and losses were amortized over the average remaining employee service period to the extent that they exceeded 10% of the higher of the defined benefit obligation or plan assets. In the opinion of Syngenta, the immediate recognition in OCI method presents Syngenta’s post-employment defined benefit obligations in the consolidated balance sheet in a more understandable way than the corridor method because the amounts presented are closer to the underlying actuarial position of the post-employment plans. Comparative amounts for the years ended and as at December 31, 2009, 2008, 2007 and 2006 have been adjusted to reflect the new policy. The impacts of the change in accounting policy for 2009 and 2008 are detailed in Note 2 to the consolidated financial statements. The impacts of the change in accounting policy for 2007 and 2006 are as follows: (US$ million) (US$ million, except per share amounts) Operating expenses Operating income Income before taxes Net income Net income attributable to Syngenta AG shareholders Basic earnings per share (US$) Diluted earnings per share (US$) Current assets less current liabilities Total assets Total non-current liabilities Total liabilities Total shareholders’ equity As reported (3,107) 1,464 1,419 1,111 1,109 11.56 11.42 2,606 13,280 (3,361) (7,239) (6,022) 2007 2006 Accounting policy change After accounting policy change As reported Accounting policy change After accounting policy change (3,070) (3,235) 37 37 37 24 24 0.24 0.24 (6) 1,501 1,456 1,135 1,133 11.80 11.66 2,600 (461) 12,819 56 50 411 (3,305) (7,189) (5,611) 829 798 637 634 6.46 6.35 2,598 11,852 (3,220) (6,158) (5,666) 45 45 45 30 30 0.30 0.30 (76) (533) 84 8 525 (3,190) 874 843 667 664 6.76 6.65 2,522 11,319 (3,136) (6,150) (5,141) Diluted earnings per share from continuing operations, excluding restructuring and impairment (US$) 11.45 0.24 11.69 8.73 0.30 9.03 3 Diluted earnings per share from continuing operations, excluding restructuring and impairment, is a non-GAAP measure. A non-GAAP measure is a numerical measure of financial performance, financial position or cash flow that either: impairment losses resulting from major changes in the markets in which a reported segment operates. Further discussion on the reason for including disclosure of this and other non-GAAP measures is included in Appendix A at the end of the Operating and Financial Review. – includes, or is subject to adjustments that have the effect of including, amounts that are excluded in the most directly comparable measure calculated and presented under IFRS as issued by the IASB, or – excludes, or is subject to adjustments that have the effect of excluding, amounts that are included in the most directly comparable measure calculated and presented under IFRS as issued by the IASB. Restructuring represents the effect on reported performance of initiating business changes which are considered major and which, in the opinion of management, will have a material effect on the nature and focus of Syngenta’s operations. Restructuring includes the effects of completing and integrating significant business combinations and divestments. Restructuring and impairment includes the impairment costs associated with major restructuring and also impairment losses and reversals of Restructuring and impairment charges for 2010 and 2009 are analyzed in Note 6 to the consolidated financial statements. Restructuring and impairment for 2008, 2007 and 2006 mainly related to the Operational Efficiency program announced in 2004 representing the costs of closure of certain manufacturing and research and development sites and refocusing of other continuing sites and, for 2008 and 2007, also to the Operational Efficiency program announced in 2007 to drive cost savings to offset increased expenditure in research and technology, marketing and product development in the growth areas of Seeds, Professional Products and emerging country markets. A detailed reconciliation of net income and earnings per share before restructuring and impairment to net income and earnings per share according to IFRS is presented in Appendix A at the end of the Operating and Financial Review. Syngenta Financial Report 2010 Syngenta operates globally to capitalize on its technology and marketing base. Syngenta’s largest markets are Europe, Africa and the Middle East, and NAFTA1, which represent approximately 32 percent and 31 percent respectively of consolidated sales in 2010 (2009: 33 percent and 34 percent). Both sales and operating profit are seasonal and are weighted towards the first half of the calendar year, which largely reflects the northern hemisphere planting and growing cycle, though sales growth in Latin America is resulting in a reduced weighting of sales and operating profit in the first half than has previously occurred. 05 Syngenta’s most significant manufacturing and research and development sites are located in Switzerland, the United Kingdom (UK), the United States of America (USA or US) and India. Syngenta has established a biotech research & technology center in Beijing, China, to complement its biotech research activities in the USA. References in this document to market share estimates are based where possible on Agriservice Industry information provided by party or on information publis hed by major competitors and are supplemented by Syngenta marketing staff estimates. a third The consolidated financial statements are presented in US dollars, as this is the major currency in which revenues are denominated. However, significant, but differing proportions of Syngenta’s revenues, costs, assets and liabilities are denominated in currencies other than US dollars. Approximately 18 percent of sales in 2010 were denominated in Euros, while a significant proportion of costs for research and development, administration, general overhead and manufacturing were denominated in Swiss francs and British pounds sterling (approximately 21 percent in total). Sales in Swiss francs and British pounds sterling together made up approximately 3 percent of total sales. Marketing and distribution costs are more closely linked to the currency split of the sales. As a result, operating profit in US dollars can be significantly affected by movements in exchange rates, in particular movements of the Swiss franc, British pound sterling and the Euro relative to the US dollar, and the relative impact on operating profit may differ from that on sales. The effects of currency fluctuations have been reduced by risk management strategies such as hedging. For further information on these strategies please refer to Notes 27 and 29 of the consolidated financial statements. The consolidated financial statements are based upon Syngenta’s accounting policies and, where necessary, the results of management estimations. Syngenta believes that the critical accounting policies and estimations underpinning the financial statements are in the areas of (i) impairment, (ii) adjustments to revenue and trade receivables, (iii) environmental provisions, (iv) defined benefit post-employment benefits, including pension asset ceiling, (v) deferred tax assets, (vi) uncertain tax positions and (vii) foreign currency translation of intercompany funding. These policies are described in more detail in Note 2 to the consolidated financial statements. 1 NAFTA – North American Free Trade Association comprising the USA, Canada and Mexico Introduction The following discussion includes forward-looking statements subject to risks and uncertainty. See ‘Cautionary statement regarding forward- looking statements’ at the end of this document. This discussion also includes non-GAAP financial data in addition to GAAP results. See Appendix A to Operating and Financial Review and Note 2 to the financial highlights for a reconciliation of this data and explanation of the reasons for presenting such data. Constant exchange rates Approximately 59 percent of Syngenta’s sales and 67 percent of Syngenta’s costs in 2010 were denominated in currencies other than US dollars. Therefore, Syngenta’s results for the period covered by the review were significantly impacted by the movements in exchange rates. Sales in 2010 were 6 percent higher than 2009 on a reported basis, but were 4 percent higher when calculated at constant rates of exchange. The Company therefore provides analysis of results calculated at constant exchange rates (CER) and also actual results to allow an assessment of performance before and after taking account of currency fluctuations. To present CER information, current period results for entities reporting in currencies other than US dollars are converted into US dollars at the prior period’s exchange rates, rather than the exchange rates for this year. An example of this calculation is included in Appendix A of this section. Overview Syngenta is a world leading agribusiness operating in the Crop Protection and Seeds businesses. Crop Protection chemicals include herbicides, insecticides and fungicides to control weeds, insect pests and diseases in crops, and are essential inputs enabling growers around the world to improve agricultural productivity and food quality. Many of these products also have application in the professional products and lawn and garden sectors in areas such as public health and turf and ornamental markets. The Seeds business operates in high value commercial sectors: seeds for field crops including corn, soybean, other oilseeds and sugar beet as well as vegetable and flower seeds. Syngenta also has a Business Development segment, which is engaged in the development of enzymes and traits with the potential to enhance agronomic, nutritional and biofuel properties of plants. Syngenta aims to be the partner of choice for Syngenta’s grower customers with its unparalleled product offer and innovative marketing, creating value for customers and shareholders. Syngenta’s results are affected, both positively and negatively, by, among other factors: general economic conditions; weather conditions, which can influence the demand for certain products over the course of a season; commodity crop prices and exchange rate fluctuations. Government measures, such as subsidies or rules regulating the use of agricultural products, genetically modified seeds, or areas allowed to be planted with certain crops, also can have an impact on Syngenta’s industry. Syngenta’s results are also affected by the growing importance of biotechnology to agriculture and the use of genetically modified crops. In future years, climate change may have both positive and negative impacts on Syngenta’s results. Climate change may make growing certain crops more or less viable in different geographic areas, but is not likely to reduce overall demand for food and feed. Syngenta currently sells and is developing products to improve the water productivity of plants and increase tolerance to drought and heat. Legislation may be enacted in the future that limits carbon dioxide emissions in the manufacture of Syngenta’s products or increases the costs associated with such emissions. Syngenta works actively to make its production operations more energy efficient and to reduce the rate of carbon dioxide emissions per unit of operating income. Syngenta Financial Report 2010 Operating and Financial Review 06 Summary of results Net income in 2010 was only 1 percent lower than 2009, with strong sales volume growth in both Crop Protection and Seeds and cost of goods savings offsetting lower sales prices in Crop Protection. Sales in 2010 were 6 percent higher than 2009, 4 percent at constant exchange rates. Sales growth accelerated from 1 percent in the first half to 13 percent in the second and, at constant exchange rates, from a first half decline of 3 percent to second half growth of 14 percent. In Seeds, operating income as a percentage of sales improved by 2 percentage points, with a 1 percentage point improvement in gross profit margin from a further increase in the weighting of proprietary triple stack seed in the corn portfolio. Syngenta increased its investment in research and development and in emerging markets. The Crop Protection capacity expansion program to meet higher demand particularly in AMISTAR® and ACTARA® / CRUISER® was completed and sales volume of these products grew by more than 20 percent in 2010. Cash flow from operating activities was $288 million higher than 2009 with planned lower inventories in Crop Protection and higher early payments from customers in NAFTA due to strong farmer liquidity and high commodity crop prices. In this context, and subject to shareholder approval, the Company proposes to increase the dividend to CHF 7.00 per share from CHF 6.00 and repurchase shares to a planned value of approximately US$200 million. It is proposed to pay the dividend as a cash distribution of reserves arising from capital contributions (share premium account), subject to shareholder approval. This distribution would then be paid free of Swiss withholding tax. The payment of the dividend in 2011 would fully utilize the reserve from capital contributions. Crop Protection sales increased by 5 percent, an increase of 3 percent at constant exchange rate. Sales volumes were 9 percent higher, but offset by 6 percent lower local currency sales prices, with price reductions particularly in NAFTA and glyphosate products. Excluding glyphosate, sales prices were 5 percent lower. Sales volumes grew strongly in Latin America and Asia Pacific. In Eastern Europe, sales growth was strong in US dollars, helped by the recovery of currencies in the region, but at constant exchange rates growth was reduced by drought, particularly in Russia. Seeds sales increased by 9 percent, an increase of 8 percent at constant exchange rates from higher sales volumes with local currency sales prices unchanged. Acquisitions contributed 2 percent to the volume growth, particularly in sunflowers within Diverse Field Crops, where the acquisitions added 9 percent. A 2009 change in NAFTA Corn and Soybean sales terms to align with industry standards increased sales in 2009 but reduced reported Seeds sales growth in 2010 by approximately 6 percent. Gross profit margin for Syngenta in 2010 increased by 0.3 percent, with an improvement in Seeds offset by a lower margin in Crop Protection. The improvement in the Seeds gross profit margin largely reflected a continued increase in the weighting of proprietary triple stack corn seeds in the portfolio. In Crop Protection, the negative impact of the lower local currency sales prices was partly offset by raw material cost savings. Marketing and distribution expenses increased by 5 percent, 4 percent at constant exchange rates, from increased spending in emerging markets, particularly in Latin America. Research and development expense was 8 percent higher with increases in both Crop Protection and Seeds more than offsetting lower expenditures in Business Development. General and administrative increased by 26 percent including lower exchange rate hedging gains of US$30 million compared to US$109 million in 2009. Excluding currency effects, general and administrative increased by 12 percent with increased expenditures in emerging markets, higher information system costs and lower gains on disposal of property, plant and equipment than in 2009. 2009 was also net of a provision release following the favorable outcome of a legal dispute. Restructuring and impairment expenses, excluding those reported in cost of goods sold, were US$29 million higher due to higher impairments and non-cash restructuring charges. Net financial expense was US$19 million higher than 2009 mainly due to higher net interest and bank charges from financing business growth in Latin America and higher net foreign currency losses. The tax rate decreased by 1 percentage point to 16 percent. Together, these factors resulted in net income attributable to Syngenta AG shareholders and diluted earnings per share for 2010 both being close to the levels achieved in 2009. Acquisitions, divestments and other significant transactions On March 31, 2010, Syngenta acquired a field station in Chile and the associated contract research business by making a cash payment for the related assets. The primary reason for the acquisition was to support development projects in Syngenta’s seeds businesses. On June 14 and December 17, 2010, respectively, Syngenta acquired the non-controlling interests in its Golden Harvest and Garst seed businesses in the USA. The total cash paid was US$48 million. On July 1, 2010, Syngenta and Dow AgroSciences, a wholly owned subsidiary of The Dow Chemical Company, announced an exclusive supply and distribution agreement under which Syngenta, on September 1, 2010, assumed responsibility for the supply and distribution of Dow AgroSciences crop protection products in the Commonwealth of Independent States (CIS) region. On September 30, 2010, Syngenta acquired 100% of the shares of Maribo Seed International ApS (“Maribo Seed”) for a cash payment, plus contingent payments if certain sales targets are achieved. The transaction includes the seed production and sales activities of the Maribo sugar beet business as well as the Maribo brand name. On November 8, 2010, Syngenta acquired the 50% equity interest in Greenleaf Genetics LLC owned by Pioneer Hi-Bred International Inc, (“Pioneer”) a subsidiary of E.I Du Pont de Nemours and Co. (“Du Pont”). This transaction dissolved a joint venture between Syngenta and Pioneer and terminated certain license agreements between Syngenta and Pioneer. The acquisition and related joint venture dissolution enables Syngenta and Pioneer to pursue independent licensing strategies for their respective proprietary corn and soybean genetics and biotechnology traits. Syngenta Financial Report 2010 Effective January 1, 2011, Syngenta granted Pioneer a non-exclusive, global license to its corn rootworm trait MIR604 (Agrisure®) for corn seed. The trait provides protection from below-ground coleopteran insects, including corn rootworm, a major corn pest in the United States and around the world. During 2009, Syngenta completed five small acquisitions and three small divestitures, none of which were material either individually or in the aggregate. In addition, on August 31, 2009, Syngenta acquired Monsanto’s global hybrid sunflower seeds activities for a cash payment of US$160 million, which included certain rights to receive services during the post-acquisition transition period. On May 1, 2009, Syngenta sold its 6.99 percent shareholding in Sakata Seeds Corp. for approximately US$46 million. Operational Efficiency and Integrated Business Model programs In 2007, Syngenta began a further Operational Efficiency Restructuring Program in addition to that announced in 2004 (described in the following paragraph) to drive cost savings to offset increased expenditures in research and technology, marketing and product development in the growth areas of Seeds, Professional Products and emerging country markets. Savings are targeted in both cost of goods sold and other operating expenses. The cost of this program is estimated at US$550 million in cash and US$180 million in non-cash charges in the period up to the end of 2011, with cash outflows continuing into 2012. Cash spent under the program in 2010 and 2009 totaled US$80 million and US$103 million, respectively. Cumulative spending on the program to the end of 2010 totaled US$343 million. 07 On April 1, 2009, Syngenta and Dow AgroSciences, a wholly owned subsidiary of The Dow Chemical Company, announced an agreement to cross license their respective corn traits for commercialization within their branded seed businesses. Syngenta received global non-exclusive licenses, with stacking rights, to Dow AgroSciences’ Herculex® I Insect Protection for broad lepidopteran control and to Herculex® RW for corn rootworm control. Dow AgroSciences received global non-exclusive licenses with stacking rights to Syngenta’s Agrisure® GT trait for glyphosate tolerance, and to its insect control traits Agrisure® CB/LL for corn borer and Agrisure® RW for corn rootworm. The licenses also include access to Syngenta’s Agrisure Viptera™ trait for broad lepidoptera and to a second generation trait for corn rootworm control. Acquisitions and divestments are described in Note 3 to the consolidated financial statements. The Operational Efficiency Cost Saving Program announced in 2004 to realize further cost savings after completion of the integration of the former Novartis and Zeneca businesses and in response to low underlying growth in the Crop Protection markets seen at the time, was largely completed in 2007. Some cash spending under the program continued thereafter, largely due to cost run-offs from site closures. Cash spent from 2004 to the end of 2010 totaled US$452 million and during 2008, 2009 and 2010 totaled US$97 million. In addition to the above programs, Syngenta announced on February 9, 2011, a program to integrate global commercial operations for Crop Protection and Seeds. This will enable operational synergies, cost savings and the presentation of an integrated product offer to grower customers. It is estimated that cash costs of approximately US$400 million will be incurred over the period to 2014 to complete the program. It is currently expected that the program will enable operating cost savings from the commercial integration and will also enable cost savings from additional procurement and supply chain efficiencies. Syngenta Financial Report 2010 Operating and Financial Review 08 Results of operations 2010 compared to 2009 Sales commentary Total Syngenta consolidated sales for 2010 were US$11,641 million, compared to US$10,992 million in 2009, a 6 percent increase year on year. At constant exchange rates sales grew by 4 percent. The analysis by segment is as follows: (US$ million, except growth %) Segment Crop Protection Seeds Business Development Inter-segment elimination Total Sales by region were as follows: (US$ million, except growth %) Region Europe, Africa and Middle East NAFTA Latin America Asia Pacific Total 2010 8,878 2,805 23 (65) 8,491 2,564 8 (71) 11,641 10,992 2009 Volume % Local price % CER % Currency % Actual % Growth +9 +8 +197 – +9 –6 – – – –5 +3 +8 +197 – +4 Growth +2 +1 – – +2 +5 +9 +197 – +6 2010 2009 Volume % Local price % CER % Currency % Actual % 3,672 3,597 2,567 1,805 3,581 3,726 2,134 1,551 11,641 10,992 +5 +3 +24 +10 +9 –3 –9 –4 – –5 +2 –6 +20 +10 +4 +1 +2 – +6 +2 +3 –4 +20 +16 +6 Crop Protection Crop Protection sales in 2010 increased by 5 percent to US$8,878 million, and by 3 percent at constant exchange rates. Volume growth beginning in the second quarter was further aided by a strong Latin American season in the second half of the year and more than offset lower prices. Sales volume was 9 percent higher than prior year. Following two years of price increases, the price environment in 2010 was more competitive, notably in North America, resulting in a 6 percent overall year on year decrease in local currency prices. The rate of price decline was less in the second half of the year. Sales in 2010 were further increased by 2 percent due to currency effects, particularly the stronger Canadian and Australian dollars and Japanese yen relative to the US dollar. Sales of new products (defined as those launched since 2006) increased by 25 percent to reach $402 million. The cereal herbicide AXIAL® was launched in France and in Russia. The fungicide REVUS® showed strong growth in the USA and in a number of emerging markets. Sales of the insecticide DURIVO® /AMPLIGO® more than doubled with a highly successful launch in Brazil on vegetables and strong growth in emerging Asia. Sales of AVICTA® also doubled, with launches on corn in the USA and on soybean in Brazil. Isopyrazam, the first in a new class of next generation fungicides which work in an advanced way to control and shut down disease, had a successful initial launch on barley in the UK. In Selective Herbicides, sales increased by 4 percent driven by volume increases in Syngenta’s corn and soybean crop protection portfolio from increased acreage and the continued benefit of its effectiveness in . the management of glyphosate resistant weeds. Sales of Non- selective Herbicides decreased by 13 percent due to a significant price reduction in glyphosate, although volumes recovered sharply in the second half of 2010 Growth of 9 percent in Fungicides was driven by AMISTAR®, particularly in Latin America where soybean rust pressure increased. Total sales of the AMISTAR® family of products reached a record level of $1.2 billion. Insecticides sales grew by 12 percent reflecting rapid growth in emerging Asia and Latin America where ACTARA® and DURIVO® showed strong growth on multiple crops. Strong Seed Care growth in emerging markets more than offset lower sales in North America resulting in sales growth of 2 percent. Professional Products sales increased due to currency effects as increased volume from some recovery in consumer demand in the garden and ornamental markets was offset by price declines in the turf market. Volume growth was achieved in all four regions and was particularly strong in Latin America and Asia Pacific. In Europe, Africa & the Middle East, sales improved after a late start in the first half, which was caused by weather and high inventories in the distribution channel, notably in France. Eastern Europe continued to demonstrate strong growth potential despite drought in Russia over the summer. In NAFTA, the impact of the competitive price environment was partly offset by volume growth. Latin America benefited from improved weather and economic conditions as well as higher commodity prices, and Syngenta was able further to reinforce its leading market position. In Asia-Pacific, strong demand was sustained throughout the year particularly in emerging markets, where growers continued to invest in order to improve yield. Syngenta Financial Report 2010 Sales by product line are set out below: 09 (US$ million, except growth %) Product line Selective Herbicides Non-selective Herbicides Fungicides Insecticides Seed Care Professional Products Others Total 2010 2009 Volume % Local price % CER % Currency % Actual % Growth 2,308 987 2,662 1,475 838 470 138 2,221 1,141 2,442 1,312 821 458 96 8,878 8,491 +8 –3 +12 +14 +8 +5 +40 +9 –7 –13 –5 –3 –6 –5 +3 –6 +1 –16 +7 +11 +2 – +43 +3 +3 +3 +2 +1 – +3 – +2 +4 –13 +9 +12 +2 +3 +43 +5 Herbicides are products that prevent or reduce weeds that compete with the crop for nutrients, light and water. Herbicides can be subdivided into (i) selective herbicides, which are crop-specific and control weeds without harming the crop and (ii) non-selective herbicides, which reduce or halt the growth of all vegetation with which they come in contact. Fungicides are products that prevent and cure fungal plant diseases that affect crop yield and quality. Insecticides are products that control chewing pests such as caterpillars and sucking pests such as aphids, which reduce crop yields and quality. Seed care products are insecticides and fungicides used to protect growth during the early stages. Professional products are herbicides, insecticides and fungicides used in markets beyond commercial agriculture, and include a broad range of premium growing media mixes for professional flower growers. Selective Herbicides: major brands AXIAL®, CALLISTO® family, DUAL®/BICEP® MAGNUM, FUSILADE®MAX, TOPIK® Sales in 2010 increased by 4 percent and 1 percent at constant exchange rates. Volume growth of 8 percent, driven in particular by corn herbicides, was largely offset by sales price declines. The CALLISTO® family of products showed growth in all regions, with the main contribution coming from the USA, where early purchases in advance of the 2011 season affirmed Syngenta’s strong market position there. Sales of TOPIK® decreased significantly due to reduced acreage and increased competition in Canada. Significant volume growth in soybean herbicides reflected their value in combating glyphosate-resistant weeds. Non-selective Herbicides: major brands GRAMOXONE®, TOUCHDOWN® Sales decreased by 13 percent from prior year mainly due to lower prices for TOUCHDOWN®, in line with developments in the glyphosate market. After decreasing earlier in the year, TOUCHDOWN® volumes recovered sharply in the second half with strong demand in Latin America, resulting in a slight overall year on year decrease. GRAMOXONE® volumes were lower during the year, but also improved in the second half with good growth in Asia-Pacific. Fungicides: major brands ALTO®, AMISTAR®, BRAVO®, REVUS®, RIDOMIL GOLD®, SCORE®, TILT®, UNIX® The 9 percent sales growth in fungicides was driven by AMISTAR®, which grew by 21 percent during 2010, 20 percent at constant exchange rates. The main growth area was Latin America, where applications against soybean rust increased owing to more moist conditions. Syngenta’s market share in Latin America was reinforced with the opening of new azoxystrobin capacity, which provides the ability to satisfy growing demand. In Asia Pacific, AMISTAR® sales exceeded $100 million for the first time as the product was introduced in a number of emerging markets on a wide variety of crops. Insecticides: major brands ACTARA®, DURIVO®, FORCE®, KARATE®, PROCLAIM®, VERTIMEC® Sales of insecticides increased by 12 percent, 11 percent at constant exchange rates, led by the broad spectrum insecticide ACTARA®, used on multiple crops worldwide, which increased in 2010 by 27 percent, 25 percent at constant exchange rates. Sales of the new product DURIVO® more than doubled with a highly successful launch in Brazil and strong growth on rice and vegetables in a number of Asian markets. Seed Care: major brands AVICTA®, CRUISER®, DIVIDEND®, MAXIM® Seed Care volume grew by 8 percent, with strong growth in emerging markets where adoption of the technology is increasing. Sales prices were 6 percent lower than prior year due mainly to North America, where high channel inventories of treated seed and a competitive environment affected sales of CRUISER® and MAXIM®. This was partly offset by the introduction of AVICTA® on corn in the USA and on soybean in Brazil. Professional Products: major brands FAFARD®, HERITAGE®, ICON® Sales increased by 3 percent, but were flat at constant exchange rates, as a recovery in the Garden and Ornamentals product area from improving consumer demand was offset by a competitive North American turf market. New registrations in Europe contributed to an 11 percent volume increase in the region. Syngenta Financial Report 2010 Operating and Financial Review 10 Commentary on regional performance (US$ million, except growth %) Region Europe, Africa and Middle East NAFTA Latin America Asia Pacific Total Growth 2010 2009 Volume % Local price % CER % Currency % Actual % 2,649 2,383 2,300 1,546 8,878 2,667 2,567 1,907 1,350 8,491 +3 +3 +26 +9 +9 –4 –13 –5 –1 –6 –1 –10 +21 +8 +3 – +3 – +7 +2 –1 –7 +21 +15 +5 Sales decreased slightly in Europe, Africa and the Middle East as the 3 percent volume increase was more than offset by sales price declines. In Western Europe, sales volumes recovered strongly in the second half of the year, following a slow start to the season due to cold weather and high channel inventories in France. Eastern Europe showed solid volume growth for the full year driven by Ukraine, where sales increased by almost 50 percent as the result of accelerating investment in cereals in an improved credit environment. In NAFTA, sales were 7 percent lower due to price pressure caused by the high level of channel inventories at the start of the year, which resulted in a more competitive market. This was partially offset by volume growth and favorable currency movements. Sales prices were lower across all product lines, particularly in Fungicides and Non- selective Herbicides. Sales of the Non-selective Herbicide glyphosate decreased significantly from 2009 levels due both to lower prices and volumes, although volumes recovered during the second half of 2010. Double digit volume growth, which was broad-based across product lines, was recorded in the second half of the year as customers started to respond to higher crop prices. Sales volume growth was particularly strong in corn Fungicides, which achieved adoption close to levels reached in the strong 2008 growing season. The sales growth rate was double digits in all product lines in Latin America, where an overall 26 percent volume increase, slightly offset by a 5 percent decrease in prices, resulted in overall sales increasing by 21 percent. Soybean acreage expanded and more favorable weather conditions also brought increased disease pressure. A strong soybean price resulted in greater usage by growers of technology to improve yields. Consequently, sales volume of Syngenta’s leading product PRIORI Xtra™, based on azoxystrobin, increased by almost 50 percent. Argentina experienced particularly strong volume growth, with sales up by 46 percent resulting from an easing of liquidity constraints, drought recovery and a resumption of technology adoption, notably in Seed Care. In Asia Pacific, sales growth was broad-based across the region as the result of an ongoing crop yield productivity drive in many emerging markets. Sales volume grew by 9 percent, favorable currency movements contributed 7 percent and sales prices decreased slightly resulting in an overall 15 percent growth in sales in the region. The sales growth rate was double digits in China, India and Vietnam, with the rapid expansion of AMISTAR® and strong growth of Insecticides and Seed Care. In developed markets in the region, sales in Australia grew in all product lines while sales in Japan were unchanged. Syngenta Financial Report 2010 Seeds Seeds sales grew by 9 percent, with all regions and all product lines showing increased sales over prior year. Reported sales volume growth was 8 percent despite 2009 sales having benefitted from the implementation of new sales terms in the fourth quarter of that year in NAFTA Corn & Soybean. The new sales terms resulted in sales that otherwise would have been recognized in early 2010 being recognized in 2009, and reduced reported sales volume growth in 2010 by approximately 6 percent. Favorable currency movements increased sales by 1 percent. Prices were flat year on year. 11 (US$ million, except growth %) Product line Corn & Soybean Diverse Field Crops Vegetables Flowers Total 2010 1,281 524 663 337 1,210 429 594 331 2,805 2,564 2009 Volume % Local price % CER % Currency % Actual % Growth +5 +18 +9 +1 +8 –1 – +2 +1 – +4 +18 +11 +2 +8 +2 +4 +1 – +1 +6 +22 +12 +2 +9 Corn & Soybean: major brands AGRISURE®, GARST®, GOLDEN HARVEST®, NK® Sales grew in all regions, led by NAFTA, Asia Pacific and Eastern Europe, resulting in an overall increase of 6 percent over prior year, 4 percent at constant exchange rates, with 5 percent volume growth partly offset by a 1 percent reduction in local currency prices. Reported volume growth was reduced by 12 percent due to the aforementioned change in NAFTA sales terms. In the USA, Syngenta’s AGRISURE® 3000 GT proprietary triple stack corn seed accounted for 60 percent of the corn portfolio compared with 25 percent in 2009. In soybean, while reported volume decreased due to the change in NAFTA sales terms in 2009, Syngenta estimates to have increased market share in both NAFTA and Latin America. The 1 percent reduction in local currency sales prices reflected the competitive market environment, particularly in soybean. Diverse Field Crops: major brands NK® oilseeds, HILLESHÖG® sugar beet Sales increased by 22 percent on strong underlying growth supplemented by acquisitions, which added 9 percent to sales. Growth was particularly strong in Eastern Europe, with expanded sales in Russia and Ukraine on higher sunflower acreage and improved credit conditions compared with 2009. This, combined with the full year impact on sales from the third-quarter 2009 acquisition of Monsanto’s sunflower business, resulted in overall volume growth of 18 percent. Vegetables: major brands, DULCINEA®, ROGERS®, S&G®, Zeraim Gedera Sales grew by 12 percent as a strong start to the year accelerated in the second half, with all regions except Europe, Africa and the Middle East showing double digit growth. In Europe, Africa and the Middle East, sales grew by 4 percent as the expansion of fresh vegetable sales more than offset a decline in the processing market. Growth in emerging markets was broad-based and reflected increased demand for high quality produce. Flowers: major brands Fischer, Goldfisch, Goldsmith Seeds, S&G®, Yoder Sales grew by 2 percent from both volume and price increases. Moderate volume growth occurred in the two main Flowers regions of Western Europe and the USA reflecting advances in genetics as well as some improvement in the economic environment. Commentary on regional performance (US$ million, except growth %) Region Europe, Africa and Middle East NAFTA Latin America Asia Pacific Total 2010 1,047 1,234 275 249 933 1,187 243 201 2,805 2,564 2009 Volume % Local price % CER % Currency % Actual % Growth +10 +3 +12 +14 +8 – – +1 +4 – +10 +3 +13 +18 +8 +2 +1 – +6 +1 +12 +4 +13 +24 +9 Sales increased by 12 percent in Europe, Africa and the Middle East mainly due to strong volume growth in corn and Diverse Field Crops, including benefits from the sunflower acquisition. Volume growth was strongest in Eastern Europe. Sales prices in local currency were flat as price increases in Vegetables offset decreases in corn, which reflected high industry stock levels. Currency movements increased reported sales in the region by 2 percent. In NAFTA, sales grew by 4 percent led by increased volume in Vegetables and Corn & Soybean. Sales prices were flat as price increases in Diverse Field Crops and Flowers were offset by price decreases in Corn & Soybean. Sales growth in 2010 was impacted by the aforementioned new sales terms in fourth quarter 2009 in NAFTA Corn & Soybean. Sales grew 13 percent in Latin America led by Corn & Soybean, particularly in Brazil where corn sales increased significantly. Argentina sales also showed strong growth, increasing over prior year due to increased soybean volumes and the full year impact on sales from the third quarter 2009 acquisition of Monsanto’s sunflower business. Syngenta Financial Report 2010 Operating and Financial Review 12 In Asia Pacific, sales grew in all product lines and most major countries. The main contributors to the 24 percent sales growth were Corn & Soybean, which grew by over 30 percent driven by higher volumes and prices in emerging markets, and Vegetables which grew by 24 percent on higher volumes in China and India. Operating income Variances in the tables below reflect the profit impact of changes year on year. For example, an increase of sales or a decrease in costs is a positive variance and a decrease in sales or increase in costs is a negative variance. Operating Income/(loss) (US$ million) Crop Protection Seeds Business Development Inter-segment profit elimination Total 2010 1,738 120 (91) 26 1,793 2009 1,909 42 (127) (5) 1,819 Actual % –9 +186 – – –1 Operating income decreased from 2009 by US$26 million, 1 percent, as strong sales and margin growth in Seeds coupled with lower raw material costs in Crop Protection were more than offset by a significant decline in Crop Protection sales prices. Currency movements increased sales by 2 percent; at constant exchange rates, sales grew by 4 percent with higher sales volumes in both Crop Protection and Seeds offsetting lower sales prices in Crop Protection. Overall gross profit margin increased slightly with higher gross profit margins in Seeds offsetting a 1 percent decline in the larger Crop Protection business. Marketing and distribution costs increased by 5 percent, 4 percent at constant exchange rates, including increased expenditures in emerging markets, particularly Latin America, and higher variable costs from the 9 percent higher sales volumes. Research and development expense increased by 8 percent, with higher expenditures in Crop Protection and Seeds having more than offset a reduction in Business Development. General and administrative was 26 percent higher than in 2009. General and administrative is reported net of the result of currency hedging programs described below, where the net gain in 2010 was US$79 million less than in 2009. At constant exchange rates, general and administrative was 12 percent higher including the impact of acquisitions in Seeds, increased information system costs and amortization and lower gains on disposals of property, plant and equipment, all of which more than offset savings coming from the operational efficiency programs. Restructuring and impairment, including the portion recorded in cost of goods sold, is described in Note 6 to the financial statements and increased by US$29 million in 2010 to US$178 million mainly due to higher asset impairments. Excluding the impact of hedging, the favorable impact on sales of a weaker US dollar relative to the Australian and Canadian dollars and overall relative to emerging market currencies was partly offset by the adverse impact on costs, particularly from the stronger Swiss franc. The net result of the hedging program for forecast foreign currency transactions (“EBITDA program”) was a gain of US$30 million compared to a gain of US$109 million in 2009. Taken together, the overall impact of exchange rate movements on operating income was broadly neutral. Crop Protection operating income (US$ million, except growth %) Sales Cost of goods sold Gross profit as a percentage of sales Marketing and distribution Research and development General and administrative Restructuring and impairment Operating income as a percentage of sales Total as reported under IFRS 2010 8,878 (4,496) 4,382 49% 2009 8,491 (4,262) 4,229 50% (1,321) (1,255) (555) (667) (101) 1,738 20% (508) (496) (61) 1,909 22% Restructuring and impairment 2010 2009 – – – – – – – – – – – – (101) (101) (61) (61) Syngenta Financial Report 2010 Before restructuring and impairment¹ Growth 13 2009 Actual % CER % 2010 8,878 8,491 (4,496) (4,262) 4,382 49% 4,229 50% (1,321) (1,255) (555) (667) – 1,839 21% (508) (496) – 1,970 23% +5 –5 +4 –5 –9 –35 – –7 +3 –4 +1 –4 –8 –15 – –6 This table does not represent an income statement prepared under IFRS. Please refer to the segmental information reported in Note 4 to the consolidated financial statements. 1 Amounts before restructuring and impairment are non-GAAP measures. Please refer to Appendix A of the Operating and Financial Review for a more detailed description Operating income in 2010 of US$1,738 million was 9 percent lower than 2009, due to the increased restructuring and impairment charges and because the benefits of the increased sales volumes and lower raw material costs were more than offset by the impact of the lower sales prices and higher other operating costs. Operating income margin declined by 2 percentage points with gross profit as a percentage of sales 1 percentage point lower than in 2009. The weaker US dollar relative to the Australian and Canadian dollars and emerging market currencies increased reported sales by approximately 2 percent, but this was partly offset by the adverse impact on the cost base of the stronger Swiss franc. In addition, hedging gains under the program to cover forecast transaction exposures, at US$28 million, were US$75 million lower than in 2009 and were reported in general and administrative. The net effect of the US dollar movements was to decrease the segment’s operating income by approximately 1 percent. Sales in 2010 increased by 5 percent, 3 percent at constant exchange rates, with volumes 9 percent higher but local currency prices 6 percent lower. Gross profit margin decreased by approximately 1 percentage point from 2009, with the adverse impact of the lower local currency sales prices largely offset by reductions in raw material costs, including the full year benefit of savings achieved in 2009. Marketing and distribution costs were higher from the 9 percent growth in sales volumes and increased expenditures in emerging markets, particularly Latin America, where sales were 21% higher, partially offset by lower provisions for doubtful receivables in the region. Research and development costs were 9 percent higher, 8 percent at constant exchange rates, as Syngenta continued to progress its strong development pipeline. General and administrative costs increased by 35 percent, partly impacted by lower gains on the currency hedging program for forecast transactions and at constant exchange rates increased by 15 percent. In 2009 these costs were net of the impact of the favorable outcome of a legal dispute. Restructuring and impairment in 2010 and 2009 related primarily to the Operational Efficiency Program announced in 2007 and in particular to the projects to standardize and consolidate global back office services and to further outsource information systems. The increase in costs in 2010 was mainly the result of higher impairments and non-cash restructuring charges, including US$12 million for the impairment of a receivable related to a site disposal due to lower likely redevelopment proceeds. Syngenta Financial Report 2010 Operating and Financial Review 14 Seeds operating income (US$ million, except growth %) Sales Cost of goods sold Gross profit as a percentage of sales Marketing and distribution Research and development General and administrative Restructuring and impairment Operating income as a percentage of sales Total as reported under IFRS Restructuring and impairment Before Restructuring and impairment¹ Growth 2009 Actual % CER % 2010 2,805 (1,450) 1,355 48% (559) (410) (217) (49) 120 4% 2009 2,564 (1,361) 1,203 47% (540) (364) (199) (58) 42 2% 2010 – (18) (18) – – – (49) (67) 2009 – (17) (17) – – – (58) (75) 2010 2,805 2,564 (1,432) (1,344) 1,373 49% 1,220 48% (559) (410) (217) – 187 7% (540) (364) (199) – 117 5% +9 –7 +13 –4 –13 –9 – +60 +8 –4 +12 –4 –13 –11 – +46 This table does not represent an income statement prepared under IFRS. Please refer to the segmental information reported in Note 4 to the consolidated financial statements. 1 Amounts before restructuring and impairment are non-GAAP measures. Please refer to Appendix A of the Operating and Financial Review for a more detailed description Seeds sales in 2010 were 9 percent higher than 2009, 8 percent at constant exchange rates, due to higher sales volumes. Gross profit margin increased by 1 percentage point due to higher margins on NAFTA Corn & Soybean sales from the increased weighting of proprietary triple stack seeds in the corn portfolio and increased royalty income. Cost of goods sold in restructuring and impairment in 2010 related to the reversal of the purchase accounting inventory step-up from the Goldsmith, Monsanto’s sunflower business, Pybas and Synergene acquisitions and, in 2009, to the Goldsmith acquisition. Marketing and distribution costs were 4 percent higher than in 2009 due to continued investment in emerging markets and acquisitions, though partly offset by lower charges for doubtful receivables. Research and development costs were 13 percent higher driven by increased spending in field crops and vegetables. General and administrative costs increased 9 percent, 11 percent at constant exchange rates, due to additional costs resulting from the acquisitions completed in the latter part of 2009 and, in 2010, from higher amortization of acquired intangible assets as well as expenses and amortization related to the implementation of a new global seeds business system. Business Development operating loss Restructuring and impairment costs included the reversal of the purchase accounting inventory step-ups noted above. In addition, costs in 2010 included US$15 million to achieve synergies across Flowers sites, US$17 million to integrate recently acquired businesses and US$32 million for the continuation of the programs to standardize and outsource back office operations across the Syngenta business segments, of which US$14 million related to implementing a global system across Seeds. In 2010, these costs were reported net of divestment gains of US$19 million from the de-recognition of the investment in the Greenleaf Genetics LLC joint venture. Syngenta acquired the remaining 50% equity interest in Greenleaf Genetics LLC during 2010. Costs in 2009 included US$12 million for the global systems implementation and US$24 million to integrate and drive synergies from the acquisitions of Goldsmith, Yoder, Fischer and Zeraim Gedera. The weaker average US dollar increased 2010 reported sales by approximately 1 percent and operating income by US$16 million. (US$ million, except growth %) Sales Cost of goods sold Gross profit as a percentage of sales Marketing and distribution Research and development General and administrative Restructuring and impairment Operating loss Total as reported under IFRS Restructuring and impairment Before Restructuring and impairment¹ Growth 2010 23 (11) 12 2009 8 (15) (7) 52% –88% (12) (67) (15) (9) (91) (10) (80) (19) (11) (127) 2010 2009 2010 2009 Actual % CER % – – – – – – – – – – – – (9) (19) (11) (11) 23 (11) 12 8 (15) (7) +197 +28 – 52% –88% (12) (67) (15) – (82) (10) (80) (19) – (116) –18 +17 +23 – +30 +197 +29 – –17 +17 +26 – +31 This table does not represent an income statement prepared under IFRS. Please refer to the segmental information reported in Note 4 to the consolidated financial statements. 1 Restructuring and impairment is a non-GAAP measure. Please refer to Appendix A of the Operating and Financial Review for a more detailed description Syngenta Financial Report 2010 Higher sales in 2010 were due to the completion of biofuel technology sales in the year. Otherwise, sales and cost of goods sold related largely to products used in development and marketing trials. Research and development spending decreased 17 percent, with lower expenditures on enzymes and biofuel projects partly offset by increases in sugar cane. Restructuring and impairment in both years largely related to losses on disposal and impairments of available-for- sale financial assets. Defined benefit pensions Defined benefit pension expense, which now excludes amortization of actuarial gains and losses in accordance with Syngenta’s revised accounting policy as disclosed in the financial statements, increased to US$77 million in 2010 from US$72 million in 2009. Syngenta estimates that the total post-employment charge to profit or loss for 2011 will be approximately US$10 million lower than in 2010, due mainly to the favorable impact of 2010’s investment performance and the US$200 million accelerated pension contribution payment on the expected return on assets component of 2011 pension expense. This outweighs the effect of applying a lower long term expected percentage return on those higher asset values in order to reflect lower market yields on fixed interest investments. 15 Employer contributions to defined benefit pension plans, excluding contributions related to restructuring, increased to US$337 million in 2010 from US$125 million in 2009, mainly due to accelerated payment of US$200 million of employer contributions which Syngenta would otherwise have been required to pay in 2011 and 2012. The amounts prepaid include all the deficit recovery contributions due for Syngenta’s UK plan up to its next statutory valuation, which will take place in 2012, substantially all the 2011 service contributions for the Swiss plan, and all the expected contributions to the US plan until the second half of 2012. As a result, Syngenta estimates that its contributions to defined benefit pension plans for 2011 will be approximately US$40 million. Restructuring and impairment The following table analyzes restructuring and impairment charges for the years ended December 31, 2010 and 2009: (US$ million) Cash costs: Operational efficiency programs Integration and acquisition costs Other restructuring costs Total cash costs Non-cash restructuring and impairment, net Total restructuring and impairment¹ 2010 2009 101 19 14 134 44 178 98 28 – 126 23 149 1 US$18 million (2009: US$17 million) is included within cost of goods sold and US$1 million (2009: US$2 million) is included within income/(loss) from associates and joint ventures Restructuring represents the effect on reported performance of initiating business changes which are considered major and which, in the opinion of management, will have a material effect on the nature and focus of Syngenta's operations, and therefore requires separate disclosure to provide a more thorough understanding of business performance. Restructuring includes the effects of completing and integrating significant business combinations and divestments. Restructuring and impairment includes the impairment costs associated with major restructuring and also impairment losses and reversals of impairment losses resulting from major changes in the markets in which a reported segment operates. 2010 During 2010, charges under the operational efficiency restructuring programs included US$54 million for the continuing standardization and consolidation of global back office operations across Crop Protection and Seeds and US$12 million for further outsourcing of information systems. Further operational efficiency charges included US$14 million largely to realize synergies across the Flowers sites in the Seeds business, US$10 million for reorganizations in the Crop Protection businesses in Western Europe, US$8 million for restructuring at production and distribution sites in France and the US, and US$3 million of other costs. The incidence of these business changes may be periodic and the effect on reported performance of initiating them will vary from period to period. Because each such business change is different in nature and scope, there will be little continuity in the detailed composition and size of the reported amounts which affect performance in successive periods. Separate disclosure of these amounts facilitates the understanding of performance including and excluding items affecting comparability. Reported performance before restructuring and impairment is one of the measures used in Syngenta’s short term employee incentive compensation plans. Syngenta’s definition of restructuring and impairment may not be comparable to similarly titled line items in financial statem ents of other companies. Integration and acquisition costs of US$19 million were charged in relation to the 2010 acquisition of Maribo Seeds and for continuing integration relating to the earlier acquisitions of Monsanto’s sunflower business, Goldsmith, Yoder, Pybas and Synergene. Other restructuring costs of US$14 million were charged largely for preliminary costs relating to the project to integrate the global commercial operations of Crop Protection and Seeds announced in February 2011. Syngenta Financial Report 2010 Operating and Financial Review 16 Within non-cash restructuring and impairment, net, non-cash restructuring costs include US$18 million of reversal of inventory step- up relating to the acquisitions of Goldsmith in the US and Europe, Monsanto’s sunflower business and the Pybas and Synergene lettuce companies as well as US$3 million of other costs. Impairment costs include US$12 million of impairment of a site disposal receivable due to a decrease in expected proceeds from redevelopment, US$10 million for the impairment of a Crop Protection supply agreement, US$9 million of impairments of available-for-sale financial assets, US$4 million of impairment in the Professional Products market of the Crop Protection business, US$4 million of impairment of a site in the UK and other small impairments totaling US$3 million. Offsetting divestment gains of US$19 million were recorded upon derecognition of the investment in the Greenleaf Genetics LLC joint venture. As described in Note 3 to the consolidated financial statements, Syngenta acquired the remaining 50 percent equity interest in Greenleaf Genetics LLC during 2010. 2009 Operational efficiency cash costs of US$98 million included US$15 million for site closure costs in NAFTA, US$18 million for outsourcing of information systems and US$55 million for the global back office operations project across Crop Protection and Seeds. Integration and acquisition costs of US$28 million related mainly to the Goldsmith and Yoder acquisitions made in 2008 and to the continuing integration and synergy program of the Fischer group, acquired in 2007. Non-cash restructuring and impairment, net, included US$17 million of reversal of inventory step-up related mainly to the Goldsmith acquisition, US$16 million of available-for-sale financial asset impairments and US$16 million of fixed asset write-offs in addition to various insignificant restructuring charges. Offsetting divestment and other non-cash restructuring gains included US$9 million related to the sale of an available-for-sale financial asset, US$10 million to the recognition of a reimbursement receivable for a product right impairment and US$7 million to negative goodwill realized on the Goldsmith acquisition. Financial expense, net Financial expense, net increased by US$19 million compared to 2009 mainly due to higher net interest and bank charges from financing business growth in Latin America and higher net currency losses caused by currency gains from 2009 internal funding restructuring not having reoccurred in 2010. Taxes Syngenta’s effective tax rate in 2010 was 16 percent, compared with 17 percent in 2009. The Swiss statutory tax rate applicable to Syngenta remained at 23 percent and the impact of income taxed at different rates reduced the rate by 3 percent in 2010 compared to 4 percent in 2009, due to a smaller share of profit in certain lower tax jurisdictions. The effect of other disallowed expenditures and income not subject to tax reduced the tax rate by 1 percent in 2010, less than the 3 percent decrease in the 2009 tax rate, mainly due to lower non- taxable income. Recognizing previously unrecognized deferred tax assets reduced the tax rate by 5 percent, net, in 2010 compared to a 2 percent decrease in 2009. The recognition was due to a sustained improvement in profitability in a Latin American country, following strong sales growth, although the benefit was partly offset by the impact of deteriorating profitability in another country. The tax rate on restructuring and impairment costs was 24 percent, compared to 28 percent in 2009 due to the mix of pre-tax gains and losses in the net charge. Future rates applicable to restructuring and impairment will be dependent on the nature and size of the charges and may vary from year to year. Net income for the period and other supplementary income data Net income attributable to Syngenta shareholders in 2010 was US$1,397 million, 1 percent lower than the 2009 amount of US$1,408 million primarily due to lower operating income, including higher net restructuring and impairment charges. After related taxation, restructuring and impairment charges in 2010 were US$136 million compared to US$107 million in 2009. Foreign operations and foreign currency transactions Syngenta’s subsidiaries use their local currency as their functional currency for accounting purposes except where the use of a different currency more fairly reflects their actual circumstances. Syngenta operates worldwide and its business has grown significantly in emerging markets, with a broadening of the currency effects that need to be closely monitored. Next to the Euro, the Swiss franc and the British pound, the Brazilian real gives rise to a major currency exposure. The exposure arises from the operations in Brazil where the Brazilian real is the functional currency of the subsidiaries. During 2010, the Brazilian real experienced an appreciation of approximately 5 percent against the US dollar. To manage its exposure to risks associated with fluctuations of the real, Syngenta has implemented programs to protect the US dollar value of trade receivables from customers and has hedged its balance sheet exposure using currency derivatives. Sales to customers in Brazil must be invoiced in Brazilian real to meet local legal requirements. Syngenta is not able to estimate the effect of any future depreciation or appreciation of the Brazilian real on operating income in future periods. At December 31, 2010, approximately 80 percent of Syngenta’s cash and cash equivalents was held in US dollars and approximately 4 percent was held in Euros. No other individual currency made up more than 2 percent. Liquidity and capital resources Syngenta’s principal sources of liquidity consist of cash generated from operations. In the period 2006 to 2010, this has been more than sufficient to cover cash used for investment activities and, except for any significant business acquisitions or a significant deterioration in the rate of receivables collections from that currently expected by management, this is also expected to be the case in 2011. Working capital fluctuations are supported by short-term funding available through commercial paper and committed credit facilities. Operating in a seasonal business, Syngenta typically obtains funds from its short-term facilities during the first half of the year to fund operations during the northern hemisphere growing season and repays these funds during the second half when receivables are collected. Longer-term capital resources include unsecured non- current bonds issued under a Euro Medium Term Note (EMTN) program and unsecured non-current Notes issued under a Note Purchase Agreement in the US Private Placement market. Syngenta reported cash and cash equivalents on December 31, 2010 and 2009 of US$1,967 million and US$1,552 million, respectively. At December 31, 2010 and 2009, Syngenta had current financial debt of US$992 million and US$281 million, respectively, and non-current financial debt of US$2,585 million and US$3,303 million, respectively. Syngenta Financial Report 2010 Capital markets and credit facilities Funds for Syngenta’s working capital needs were available during the year from its US$2,500 million Global Commercial Paper program supported by a US$1,200 million committed, revolving, multi-currency, syndicated credit facility. Syngenta entered into its Global Commercial Paper program in 2000 and amended it in 2007. At December 31, 2010, Syngenta had no commercial paper issuances outstanding. The US$1,200 million syndicated credit facility (the “Credit Facility”) was signed in 2006, amended in 2007, and will mature in July 2013. At December 31, 2010, Syngenta had no borrowings under the Credit Facility. There are no material restrictions on dividends from subsidiaries under this facility. During 2009, Syngenta issued an unsecured non-current Eurobond with principal amount of EUR 500 million with a maturity in June 2014 and a fixed interest rate of 4.00 percent. 17 Syngenta’s long term credit rating is A (Standard & Poor’s) and A2 (Moody’s) with a stable outlook and the short term credit rating is A-1 (Standard & Poor’s) and P-1 (Moody’s). Syngenta’s short- and long- term credit facilities and outstanding bond note instruments do not contain any significant covenants affecting its ability to pay dividends or borrow additional funds. The table below summarizes Syngenta’s unsecured notes in issuance at December 31, 2010: (US$ million) 4.125% Eurobond 2011 3.500% Swiss franc domestic bond 2012 3.375% Swiss franc domestic bond 2013 4.000% Eurobond 2014 4.125% Eurobond 2015 5.110% US private placement 2020 5.350% US private placement 2025 5.590% US private placement 2035 Total Carrying amount Value at issue 667 399 531 673 669 95 75 100 3,209 636 316 484 700 641 75 75 100 3,027 Management is of the opinion that, absent a major business acquisition or a very significant deterioration in working capital or the rate of receivables collections from that currently expected, the funding available from these sources will be sufficient to satisfy its working capital, capital expenditures and debt service requirements for the foreseeable future, including cash expenditures relating to restructuring programs. In the event of a major business acquisition, Syngenta would seek additional funding from capital markets and other sources. Syngenta regards as sufficiently remote the likelihood that a very significant deterioration in working capital or unexpected decline in the rate of receivables collections will occur so as not to require the development of a detailed contingency funding plan. Commitments for capital expenditures of US$50 million at December 31, 2010 relate mainly to the current capital investment program. Cash flow The following table sets out certain information about cash flow for each of the periods indicated: (US$ million) Cash flow from operating activities Cash flow used for investing activities Cash flow from (used for) financing activities Year ended December 31, 2010 1,707 (450) (844) 2009 1,419 (880) 170 Cash flow from operating activities Cash flow from operating activities of US$1,707 million in 2010 was US$288 million higher than in 2009. Income before taxes was broadly flat, but this was after a higher level of non-cash charges compared to 2009, including increased depreciation and amortization. Net cash paid for financial expenses was US$120 million lower in 2010 as a result of higher cash outflows related to greater timing differences in 2009 between derivative settlements and realization of the underlying exposures. Working capital contributed US$281 million more cash inflows in 2010 compared to 2009 with a planned 2010 inventory reduction of US$108 million compared to an increase in 2009 of US$178 million and trade payables and other current liabilities providing US$146 million of inflows in 2010 compared to US$33 million of outflows in 2009 due to higher customer advance payments. Trade and other receivables resulted in US$129 million of outflows in 2010 compared to US$55 million of inflows in 2009 due to an increase in other receivables during 2010. These increased inflows were offset by a US$103 million increase in tax payments and a US$183 million increase in spending on provisions, including the accelerated defined benefit pension contributions of US$200 million paid during 2010. Cash flow used for investing activities Cash used for investing activities decreased to US$450 million in 2010 from US$880 million in 2009. Additions to property, plant and equipment of US$396 million were US$256 million lower in 2010 than in 2009 as the capital expansion program announced in July 2008 Syngenta Financial Report 2010 Operating and Financial Review 18 reached completion. Proceeds from disposals of financial assets in 2009 included the sale of Syngenta’s shareholding in Sakata Seeds Corp. Net disposals of US$31 million of marketable securities in 2010 contrasted with net purchases in 2009 of US$41 million, due to excess cash on hand at the end of 2009 having been invested for the short term. Cash spent on acquisitions decreased by US$178 million in 2010 to US$10 million mainly due to the acquisition in 2009 of Monsanto’s sunflower business. With both Seeds and Crop Protection R&D functions, Syngenta R&D is in a position to provide farmers with complete solutions to meet their daily challenges. This is done by leveraging the breadth of Syngenta’s scientific expertise and optimizing the interaction of biology, chemistry and the environment to realize the full potential of plants. Interconnectivity between areas of expertise in seeds and crop protection chemicals is key to driving continuous innovation and bringing the right products to market. Cash flow used for financing activities Cash flow used for financing activities was US$844 million in 2010 compared to cash from financing activities of US$170 million in 2009. Net borrowings were US$769 million lower in 2010 than in 2009, which included the issuance of the EUR500 million Eurobond noted above. Net cash expenditures on sales and purchases of treasury shares were US$167 million higher as share repurchases in 2009 were limited to those required to meet the future needs of share based payment plans, while in 2010 approximately US$200 million of shares were repurchased under a repurchase program. Distributions paid to shareholders in 2010 of US$524 million were US$30 million higher than in 2009. Financing activities in 2010 also includes US$48 million of outflows from the acquisitions of non-controlling interests. Research and development (R&D) Syngenta employs approximately 5,000 people at research and development centers and field stations around the world. Syngenta’s scientists are dedicated to meeting growers’ needs by raising crop yields and improving quality in a sustainable way. Main global R&D sites are in: Greensboro and Research Triangle Park, NC, USA; Jealott’s Hill, UK; Stein, Switzerland; Goa, India; Beijing, China; Enkhuizen, Netherlands and Toulouse, France. There are two principal elements to ensuring strong and continuous revenues for Syngenta. The first is to develop new products and technologies and bring them successfully to the market. The second is to support existing products, extending their uses and improving their performance. To accomplish these elements, Syngenta R&D is organized into three main R&D functions: Seeds, Crop Protection and Lawn & Garden. These functions work closely with the business to ensure the overall R&D strategy is delivered, while meeting the needs of the individual businesses. Global platforms, such as the Global Product Safety Group or the Global Regulatory Leadership Team, have been established that support the entire R&D community and show Syngenta’s commitment to becoming a single integrated R&D organization. Syngenta R&D is dedicated to developing customer-focused solutions that improve crop yield and quality in a sustainable way. Product safety is essential to this goal and the close working relationship of the Global Product Safety Group and the Global Regulatory Leadership Team worldwide ensure that Syngenta develops and is able to register safe and effective plant varieties and crop protection products. Collaborations and working with top specialists around the world are essential to bringing in ideas and talent to Syngenta. Syngenta has several strategic partnerships in China, including the Hubei Biopesticide Engineering Research Center for advancing knowledge about the potential of natural products, the Shanghai Institute of Organic Chemistry for crop protection innovations, and the Institute for Genetics and Developmental Biology for innovation in biotechnology. In the US, Syngenta invested in 2009 in Metabolon, a US biotech company, to gain access to its metabolomics technology. This approach provides insight into the biochemical processes happening within a cell to accelerate the development of new chemicals and native and genetically modified traits. Syngenta is also exploring how it can improve agronomic practices. This work includes collaborations in the UK with Manchester University on the use of sensors in agriculture, as well as with London’s Imperial College on building predictive models for biological systems. The total spent on research and development was US$1,032 million in 2010 and US$952 million in 2009. Attribution of research and development costs for 2010 was US$555 million for Crop Protection, US$410 million for Seeds and US$67 million in Business Development. In 2009, the attribution was US$508 million for Crop Protection, US$364 million for Seeds and US$80 million in Business Development. There are no off-balance sheet financing transactions associated with research and development activity. Syngenta Financial Report 2010 Contractual obligations, commitments and contingent liabilities At December 31, 2010 Syngenta had the following contractual obligations to make future payments in the following periods: 19 (US$ million) Financial debt Interest on financial debt Other non-current liabilities Capital lease payments Operating lease payments Unconditional purchase obligations Long-term research agreements and other long-term commitments Total Notes to the financial statements reference 16, 18 27 18 25 25 25 25 Total 3,529 538 9 48 119 1,412 492 6,147 Less than 1 year 984 120 – 8 22 746 1–3 years 933 172 9 27 37 3–5 years 1,342 76 – 13 39 454 212 119 1,999 171 1,803 132 1,814 5–10 years More than 10 years 95 67 – – 21 – 70 253 175 103 – – – – – 278 Of the total financial debt, floating rate financial debt is US$320 million (mainly local bank loans and overdraft facilities), US$317 million of which is due within one year. No interest obligation in respect of this debt is included in the table above. There is no contractual obligation to renew this debt. The debt amount, and the interest payments associated with it, will vary over time according to Syngenta’s funding requirements and future interest rates. Fixed rate debt of US$3,209 million is comprised primarily of the outstanding Eurobonds, Swiss franc domestic bonds and US private placement notes. Fixed rate interest payments of US$538 million on these are included above. At December 31, 2010, US$1,064 million of this long-term debt is converted to floating rate debt through derivatives. The impact of these derivatives on the interest cash flows has not been included in the above table as they can result in cash payments or receipts depending on the market position at any given time. Other non-current liabilities arise from license agreements signed during 2010, 2009 and 2008 with several counterparties where the related cash flows are payable over several years. US$884 million of provisions for long-term liabilities shown in Syngenta’s consolidated balance sheet have not been included in the above table because the timing of their payment is not contractually fixed and cannot be estimated with sufficient certainty within the context of the time periods in the table. This applies particularly to those amounts which are not expected to be paid during 2011. Note 19 to the consolidated financial statements presents the components of the estimated US$228 million of provisions that are expected to be paid during 2011. The supply agreements for materials which give rise to the unconditional purchase obligations are entered into by Syngenta to ensure availability of materials which meet the specifications required by Syngenta. Where suppliers have made significant capital investment, these agreements generally provide for Syngenta to pay penalties in the event that it terminates the agreements before their expiry dates. The above table excludes pension contributions. The rules of Syngenta’s main Swiss defined benefit pension fund commit Syngenta to contributing a fixed percentage of employees’ pensionable pay to the fund. Syngenta’s 2011 contributions to the Swiss fund were largely prepaid in December 2010. Syngenta is committed to pay contributions to its UK defined benefit pension fund according to a schedule, which it agrees in advance with the plan Trustee following each statutory valuation, which normally takes place every three years. In addition to paying a fixed percentage of pensionable pay for employees’ current service, the schedule requires payment of a fixed amount over a fixed number of years to eliminate the past service deficit in the fund. Under the schedule of contributions in force at December 31, 2010, Syngenta is committed to pay deficit contributions of approximately US$31 million per year to the UK fund over the agreed 10 year deficit recovery period, which ends in March 2019. A further US$16 million per year may be payable at three year intervals over this period if the actual return on plan assets falls below a specified level. Syngenta prepaid US$100 million of deficit contributions to the fund in December 2010. As a result, no further deficit contributions are expected to be payable before the next valuation which is due in 2012, when a revised schedule of contributions will be agreed based on the fund’s actuarial position at that time. Because of this, the future contributions payable in accordance with the existing schedule have not been included in the above table. As disclosed in Note 22 to the consolidated financial statements, Syngenta expects to pay $40 million of contributions to its defined benefit pension plans in 2011. The above table excludes liabilities of US$225 million in respect of uncertain tax positions because it is not possible to make a reasonably reliable estimate of the period of cash settlement with the respective taxing authorities. Off-balance sheet arrangements Syngenta had no off-balance sheet arrangements as at December 31, 2010, other than the above contractual obligations, commitments and contingent liabilities. Syngenta has no unconsolidated special purpose entities that are likely to create material contingent obligations. Critical accounting estimates Critical accounting estimates and new accounting pronouncements are discussed in Note 2 to the consolidated financial statements. Recent developments Note 30 to the consolidated financial statements provides details of events which occurred between the balance sheet date and the date on which the consolidated financial statements were approved by the Board of Directors (February 8, 2011) that would require adjustment to or disclosure in the consolidated financial statements. Syngenta Financial Report 2010 Operating and Financial Review 20 Future prospects Prices of key crops such as corn, wheat and soybean increased significantly in the second half of 2010 and by the end of the year were 30 percent to 50 percent higher than at the start. These increases largely came after the Northern hemisphere sales season for Syngenta, but if sustained are likely to support sales volume growth in 2011. Sales volumes of Crop Protection products were 9 percent higher in 2010 than in 2009, and in the second half of the year were 18 percent higher. Conversely due to competitive markets, particularly in NAFTA, local currency sales prices were 6 percent lower than 2009 in the year, 5 percent lower excluding glyphosate products. Syngenta expects local currency sales prices, including that of glyphosate, to stabilize in 2011 compared to 2010, but volume growth is not currently foreseen at the levels seen in the second half of 2010. Following completion of the capacity expansion program in 2010, with increased supply particularly of AMISTAR® and ACTARA®, sales volumes of both of these products increased by more than 20 percent in the year and further volume increases are expected in 2011. Drought conditions in Eastern Europe, particularly Russia, reduced sales growth in 2010 and while seasonal weather and disease patterns are uncertain, volume growth is currently anticipated in 2011. More generally, sales volume growth is expected to again be strong in the emerging markets of Eastern Europe, Latin America and Asia. In Seeds, sales volumes grew by 8 percent in 2010, with local currency prices flat overall. Volume growth in the second half of the year was 16 percent. Sales growth in the first half and full year were both impacted by the alignment in the second half of 2009 of NAFTA Corn & Soybean sales terms with industry practice, which increased 2009 full year Seeds sales and reduced reported 2010 sales growth by approximately 6 percent. Volume growth in 2011 is expected to moderate from the level seen in the second half of 2010. Corn & Soybean sales are expected to drive volume growth as Syngenta continues to benefit from an improved and competitive product offer and a first full year of control of Greenleaf Genetics. Sales growth in Diverse Field Crops in 2010 benefited from the inclusion of the acquisition in 2009 of Monsanto’s sunflower business, which increased Diverse Field Crop volumes by approximately 9 percent. Syngenta has a long position in Euros due to sales in the large Western European markets, particularly in the first half of the year, but has a short position in Swiss francs due to significant manufacturing, research and headquarters facilities located in Switzerland. Syngenta hedges forecast transaction exposures under a rolling 12 month program to cover approximately an overall 75 percent of the notional exposure in the major currencies. The program for 2011 is therefore fully in place only at the start of the year. While it is not possible to predict the impact of currency exchange movements in 2011, if the exchange rates seen at the start of the year continue, the impact on reported sales will be positive, largely due to net long positions in Australia, Canada and Japan. However, at the operating income level this would be more than offset by the adverse impact on the cost base of a stronger Swiss franc. Based on these same exchange rates, the net negative position would be partly offset by hedging gains on forecast transactions higher than the US$30 million realized in 2010. The net hedging result is reported within general and administrative. Significant savings in Crop Protection raw material costs were achieved in 2009 and 2010, and in 2010 this partly offset the adverse impact on gross profit margin from lower sales prices. Barring a significant further escalation in the oil price in the first half of 2011, the impact of raw material costs is expected to be broadly neutral. Cost increases or decreases in the second half of 2011 mainly impact on gross profit margins in 2012 due to the Crop Protection inventory carry period. Seeds gross profit margins improved in 2010 compared to 2009 excluding the impact of purchase accounting inventory adjustments. The margin increase was partly due to the increased weighting of higher margin triple stack seeds containing Syngenta proprietary traits. Further portfolio mix improvement is currently expected in 2011, but the impact on gross profit margin will be partly offset by the impact of lower production yields in the US in the summer 2010 growing season and higher crop commodity prices, which have an adverse impact on seed product costs. In 2011, Syngenta will continue to increase its investment in sales, marketing and administrative resources in emerging markets and increase expenditures on research and development. While these increases will be offset by cost savings from the restructuring programs described in the above Operational Efficiency and Integrated Business Model programs section, when combined with costs associated with the higher sales volumes and an expected return of staff incentives to the level reflecting achievement of profit targets, operating costs excluding cost of goods sold and restructuring are currently expected to increase by more than the rate of inflation. While it is not possible to predict reliably currency exchange gains and losses in 2011, based on interest and forward exchange rates prevailing at the start of the year it is currently expected that financial expense, net, in 2011 will be at a similar level to 2010. Net income in 2011 will be impacted by restructuring and impairment charges related both to the Operational Efficiency program approved by the Syngenta Board on February 7, 2007 and to the further Integrated Business Model program announced on February 9, 2011, to achieve both cost and operational synergies from integrating Crop Protection and Seeds sales and marketing. The level of restructuring and impairment charges is dependent on the timing of irrevocable restructuring commitments and is difficult to forecast accurately in any one calendar year but, excluding financial asset and other impairment losses, may in 2011 be of the order of twice the level of 2010. Subject to approval by the shareholders at the Annual General Meeting on April 19, 2011, the Board is recommending to increase the dividend to CHF 7.00 per share paid by way of a cash distribution out of reserves arising from capital contributions. Syngenta also expects to repurchase shares in 2011 to a planned value of approximately US$200 million. Quantitative and qualitative disclosure about market risk For quantitative and qualitative disclosure about market risk, see Notes 27, 28 and 29 to the consolidated financial statements. Syngenta Financial Report 2010 21 Syngenta presents non-GAAP measures on operating income before restructuring and impairment at both the segmental and group levels. Restructuring and impairment charges have had a material effect on operating income in the period covered by the review. In the opinion of management, reporting operating performance excluding restructuring and impairment in addition to the GAAP measures provides a more thorough understanding of business performance. Together with disclosure of the material elements within restructuring and impairment and of the overall anticipated size and timeframe of restructuring programs, these measures may assist investors in forecasting future operating performance. In addition to GAAP measures, Syngenta uses measures of operating performance excluding restructuring and impairment in internal reporting to management and the Board of Directors, and these measures are used in the incentive plans for Syngenta management and other employees. Restructuring and impairment charges have been incurred in all the periods covered by the review and are expected to continue to arise and have a material effect on operating performance in future periods. Consequently, non-GAAP measures of operating income before restructuring and impairment do not present a complete picture of operating performance and these measures should be seen only as supplementary to the GAAP measure. Syngenta presents non-GAAP information on income before taxes excluding restructuring and impairment together with income tax expense before restructuring and impairment to assist investors to calculate the Group tax rate both including and excluding the impact of restructuring and impairment charges. The tax rate on restructuring and impairment charges has been volatile and different from the tax rate on income before taxes excluding restructuring and impairment, due in part to many categories of restructuring or impairment charges not being deductible for tax purposes. In addition to GAAP measures, measures of income before taxes excluding restructuring and impairment and income tax expense excluding restructuring and impairment are used in internal reporting to management and the Board of Directors. Restructuring and impairment charges have been incurred in all the periods covered by the review and are expected to continue to arise and have a material effect on operating performance in future periods. Consequently, non-GAAP measures of income before taxes excluding restructuring and impairment and income tax expense before restructuring and impairment do not present a complete picture of financial performance and these measures should be seen only as supplementary to the GAAP measure. Appendix A Reconciliation of non-GAAP measures to equivalent GAAP measures A non-GAAP measure is a numerical measure of financial performance, financial position or cash flows that either: – includes, or is subject to adjustments that have the effect of including, amounts that are excluded in the most directly comparable measure calculated and presented under IFRS as issued by the IASB; and – excludes, or is subject to adjustments that have the effect of excluding, amounts that are included in the most directly comparable measure calculated and presented under IFRS as issued by the IASB. Syngenta uses non-GAAP measures in this report where they are regarded by management as important for the investor to fully understand Syngenta’s performance. The non-GAAP measures presented in this report are measures adjusted for exchange rate movements and to exclude restructuring gains and losses and impairment losses. The Company presents these measures because: – movements in exchange rates historically have had, and in the future are expected to have, a significant impact on sales and operating income from period-to-period; and – restructuring and impairment charges historically have fluctuated, and in the future are expected to fluctuate, significantly from period- to-period and thereby have a volatile impact on results. Syngenta has been engaged in significant restructuring activities, including the integration of business combinations, since the formation of the Company in November 2000. In the period following the formation of the Company, restructuring programs were initiated to integrate and extract synergies from the now combined operations of the Zeneca agrochemicals business and the Novartis agribusiness. Subsequently, further restructuring programs have been initiated in response to low underlying growth in Crop Protection markets seen at the time these programs were announced. The incidence of restructuring charges is periodic and volatile, reflecting the timing of irrevocable commitments related to specific sites and operations. Therefore the impact on reported performance varies from period to period and there is limited continuity in the specific composition or size of such charges. Internal financial reporting and management and employee incentive plans are substantially based on financial measures excluding the charges for restructuring and impairment so that management is incentivized to deliver the benefits of the associated restructuring and not to achieve short term financial targets by deferring implementation of restructuring plans. Restructuring programs typically deliver benefits with a payback over several years, similar to capital investments, and control over restructuring expenditures is performed on a similar project basis to that applied with capital investments. Syngenta Financial Report 2010 Operating and Financial Review 22 Syngenta presents non-GAAP information on net income and earnings per share before restructuring and impairment and, where relevant, on net income and earnings per share from continuing operations before restructuring and impairment. As above, restructuring and impairment charges have had a material effect on operating income in the period covered by the review. In the opinion of management, reporting net income and earnings per share excluding restructuring and impairment in addition to the GAAP measures provides a more thorough understanding of business performance. Together with disclosure of the material elements within restructuring and impairment and of the overall anticipated size and timeframe of restructuring programs, this disclosure may assist investors in forecasting future performance. In addition to net income and earnings per share prepared in accordance with GAAP, Syngenta uses net income and earnings per share excluding restructuring and impairment in internal reporting to management and the Board of Directors, and the measure is used in the incentive plans for Syngenta management and other employees. Restructuring and impairment charges have been incurred in all the periods covered by the review and are expected to continue to arise and have a material effect on financial performance in future periods. Consequently, the non-GAAP measures of net income and earnings per share before restructuring and impairment do not present a complete picture of financial performance and these measures should be seen only as supplementary to the GAAP measures. For improved clarity, the definitions of these non-GAAP measures and reconciliations of non-GAAP measures to the appropriate GAAP measure are provided below. The tables below are included to show the reconciliation of the GAAP measures to the non-GAAP measures used in the report and do not represent income statements prepared under IFRS as issued by the IASB. Reconciliation of net income excluding Restructuring and impairment (non-GAAP measure) to profit for the period (GAAP measure) (US$ million) 2010 Operating income Income/(loss) from associates and joint ventures Financial expense, net Income before taxes Income tax expense Net income Attributable to minority interests Net income attributable to Syngenta AG shareholders Tax rate Number of shares – basic (millions) Number of shares – diluted (millions) Basic earnings per share Diluted earnings per share (US$ million) 2009 Operating income Income/(loss) from associates and joint ventures Financial expense, net Income before taxes Income tax expense Net income Attributable to minority interests Net income attributable to Syngenta AG shareholders Tax rate Number of shares – basic (millions) Number of shares – diluted (millions) Basic earnings per share Diluted earnings per share Restructuring and impairment Total Before Restructuring and impairment 1,793 25 (141) 1,677 (275) 1,402 (5) 1,397 16% 93 93 15.07 14.99 (177) (1) – (178) 42 (136) – (136) 24% (1.47) (1.45) 1,970 26 (141) 1,855 (317) 1,538 (5) 1,533 17% 93 93 16.54 16.44 Total Restructuring and impairment Before Restructuring and impairment 1,819 (3) (122) 1,694 (283) 1,411 (3) 1,408 17% 93 94 15.11 15.01 (147) (2) – (149) 42 (107) – (107) 28% (1.15) (1.14) 1,966 (1) (122) 1,843 (325) 1,518 (3) 1,515 18% 93 94 16.26 16.15 (US$ million) 2008 Operating income Income/(loss) from associates and joint ventures Financial expense, net Income before taxes Income tax expense Net income Attributable to minority interests Net income attributable to Syngenta AG shareholders Tax rate Number of shares – basic (millions) Number of shares – diluted (millions) Basic earnings per share Diluted earnings per share (US$ million) 2007 Operating income Income/(loss) from associates and joint ventures Financial expense, net Income before taxes Income tax expense Net income Attributable to minority interests Net income attributable to Syngenta AG shareholders Tax rate Number of shares – basic (millions) Number of shares – diluted (millions) Basic earnings per share Diluted earnings per share Syngenta Financial Report 2010 Total Restructuring and impairment Before Restructuring and impairment 23 1,880 3 (169) 1,714 (315) 1,399 – 1,399 18% 94 95 14.90 14.77 (205) – – (205) 50 (155) – (155) 24% (1.65) (1.63) 2,085 3 (169) 1,919 (365) 1,554 – 1,554 19% 94 95 16.55 16.40 Total Restructuring and impairment Before Restructuring and impairment 1,501 (3) (42) 1,456 (321) 1,135 (2) 1,133 22% 96 97 11.80 11.66 (40) – – (40) 38 (2) – (2) 95% (0.03) (0.03) 1,541 (3) (42) 1,496 (359) 1,137 (2) 1,135 24% 96 97 11.83 11.69 Syngenta Financial Report 2010 Operating and Financial Review 24 (US$ million) 2006 Operating income Income/(loss) from associates and joint ventures Financial expense, net Income before taxes Income tax expense Net income Attributable to minority interests Net income attributable to Syngenta AG shareholders Tax rates Number of shares – basic (millions) Number of shares – diluted (millions) Basic earnings per share Diluted earnings per share Total Restructuring and impairment Before Restructuring and impairment 874 (11) (20) 843 (176) 667 (3) 664 21% 98 100 6.76 6.65 (321) 1,195 – – (321) 87 (234) – (234) 27% (2.42) (2.38) (11) (20) 1,164 (263) 901 (3) 898 23% 98 100 9.18 9.03 Constant exchange rates Syngenta compares results from one period to another period in this report using variances calculated at constant exchange rates (“CER”). To present that information, current period results for entities reporting in currencies other than US dollars are converted into US dollars at the prior period’s exchange rates, rather than the exchange rates for the current year. See Note 26 to the consolidated financial statements for information on average exchange rates in 2010 and 2009. For example, if a European entity reporting in Euro sold €100 million of products in 2010 and 2009, Syngenta’s financial statements would report US$133 million of revenues in 2010 (using 0.75 as the rate, which was the average exchange rate in 2010) and US$139 million in revenues in 2009 (using 0.72 as the rate, which was the average exchange rate in 2009). The CER presentation would translate the 2010 results using the 2009 exchange rates and indicate that underlying revenues were flat. Syngenta presents this CER variance information in order to assess how its underlying business performed before taking into account currency exchange fluctuations. Syngenta also presents its actual reported results in order to provide the most directly comparable data under GAAP. Syngenta Group Consolidated Financial Statements Consolidated Income Statement (for the years ended December 31, 2010 and 2009) (US$ million, except share and per share amounts) Sales Cost of goods sold Gross profit Marketing and distribution Research and development General and administrative Restructuring and impairment Operating income Income/(loss) from associates and joint ventures Interest income Interest expense Other financial expense Currency gains/(losses), net Financial expense, net Income before taxes Income tax expense Net income Attributable to: Syngenta AG shareholders Non-controlling interests Net income Earnings per share (US$): Basic earnings per share Diluted earnings per share Weighted average number of shares: Basic Diluted a After effect of accounting policy change for post-employment benefits described in Note 2 below The accompanying notes form an integral part of the consolidated financial statements. All activities were in respect of continuing operations. Syngenta Financial Report 2010 Notes 4, 5 6 28 28 28 7 8 8 8 2010 11,641 (5,866) 5,775 (1,892) (1,032) (899) (159) 1,793 25 90 (172) (22) (37) (141) 1,677 (275) 1,402 1,397 5 1,402 15.07 14.99 25 2009a 10,992 (5,572) 5,420 (1,805) (952) (714) (130) 1,819 (3) 88 (163) (17) (30) (122) 1,694 (283) 1,411 1,408 3 1,411 15.11 15.01 92,687,903 93,154,537 93,225,303 93,760,196 Syngenta Financial Report 2010 Syngenta Group Consolidated Financial Statements 26 Consolidated Statement of Comprehensive Income (for the years ended December 31, 2010 and 2009) (US$ million) Net income Components of other comprehensive income (OCI): Actuarial gains/(losses) of defined benefit post-employment plans Unrealized gains/(losses) on available-for-sale financial assets Unrealized gains on derivatives designated as cash flow and net investment hedges Currency translation effects Income tax relating to OCI Total comprehensive income Attributable to: Syngenta AG shareholders Non-controlling interests Total comprehensive income a After effect of accounting policy change for post-employment benefits described in Note 2 below The accompanying notes form an integral part of the consolidated financial statements. Notes 22 28 29 7 2010 1,402 2009a 1, 411 50 4 120 146 (37) (98) (18) 72 260 66 1,685 1,693 1,679 6 1,685 1,691 2 1,693 Syngenta Financial Report 2010 Notes 2010 2009a 2008a 27 9 9 11 28 10 12 13 7 28 14 15 16 27, 28 17 19 1,967 2,554 626 3,844 502 223 1,552 2,506 558 3,922 156 200 803 2,311 479 3,456 381 190 9,716 8,894 7,620 2,964 3,087 824 176 518 2,738 3,102 747 248 400 7,569 7,235 17,285 16,129 2,188 3,083 621 152 425 6,469 14,089 (2,590) (2,468) (2,240) (992) (406) (291) (846) (228) (281) (376) (145) (827) (214) (211) (322) (457) (834) (245) (5,353) (4,311) (4,309) Consolidated Balance Sheet (at December 31, 2010, 2009 and 2008) (US$ million, except share amounts) Assets Current assets: Cash and cash equivalents Trade receivables Other accounts receivable Inventories Derivative and other financial assets Other current assets Total current assets Non-current assets: Property, plant and equipment Intangible assets Deferred tax assets Derivative financial assets Other non-current financial assets Total non-current assets Total assets Liabilities and equity Current liabilities: Trade accounts payable Current financial debt Income taxes payable Derivative financial liabilities Other current liabilities Provisions Total current liabilities Non-current liabilities: Financial debt and other non-current liabilities 18, 27 (2,786) Deferred tax liabilities Provisions Total non-current liabilities Total liabilities Shareholders’ equity: Issued share capital: 2010: 94,599,849 ordinary shares (2009: 94,599,849 ordinary shares; 2008: 96,914,857 ordinary shares) Retained earnings Reserves Treasury shares: 2010: 2,392,751 ordinary shares (2009: 1,617,901 ordinary shares; 2008: 3,953,617 ordinary shares) Total shareholders’ equity Non-controlling interests Total equity Total liabilities and equity a After effect of accounting policy change for post-employment benefits described in Note 2 below The accompanying notes form an integral part of the consolidated financial statements. 7 19 20 (813) (884) (4,483) (9,836) (3,527) (688) (1,116) (5,331) (9,642) (6) (3,809) (4,113) (6) (2,820) (3, 864) (2,869) (508) (1,112) (4,489) (8,798) (6) (2,412) (3,601) 20 489 217 745 (7,439) (6,473) (5,274) (10) (14) (17) (7,449) (6,487) (5,291) (17,285) (16,129) (14,089) Syngenta Financial Report 2010 Syngenta Group Consolidated Financial Statements 28 Consolidated Cash Flow Statement (for the years ended December 31, 2010 and 2009) (US$ million) Income before taxes Reversal of non-cash items Cash (paid)/received in respect of: Interest received Interest paid Other financial receipts Other financial payments Income taxes Restructuring costs Contributions to pension plans, excluding restructuring costs Other provisions Cash flow before change in net working capital Change in net working capital: Change in inventories Change in trade and other accounts receivable and other current assets Change in trade and other accounts payable Cash flow from operating activities Additions to property, plant and equipment Proceeds from disposals of property, plant and equipment Purchases of intangible assets Purchases of investments in associates and other financial assets Proceeds from disposals of financial assets Net cash flows from (purchases)/disposals of marketable securities Business acquisitions (net of cash acquired) Cash flow used for investing activities Increases in third party interest-bearing debt Repayments of third party interest-bearing debt Sales of treasury shares and options over own shares Acquisitions of non-controlling interests Purchases of treasury shares Distributions paid to shareholders Cash flow from/(used for) financing activities Net effect of currency translation on cash and cash equivalents Net change in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Notes 21 2010 1,677 805 2009a 1,694 615 19 19 19 12 13 3 3 89 (175) 55 (133) (268) (38) (335) (95) 88 (153) 8 (227) (165) (79) (125) (81) 1,582 1,575 108 (129) 146 1,707 (396) 13 (118) (12) 42 31 (10) (450) 139 (165) 49 (48) (295) (524) (844) 2 415 1,552 1,967 (178) 55 (33) 1,419 (652) 33 (97) (22) 87 (41) (188) (880) 926 (183) 46 – (125) (494) 170 40 749 803 1,552 a After effect of accounting policy change for post-employment benefits described in Note 2 below At December 31, 2010, cash equivalents totalled US$1,471 million (2009: US$1,089 million) and consisted of bank and money market fund deposits. The accompanying notes form an integral part of the consolidated financial statements. Syngenta Financial Report 2010 29 Retained earnings 3,165 Total shareholders’ equity Non- controlling interests Total equity 5,884 17 5,901 (638) (115) (610) – 2,412 1,408 (66) 5,274 1,408 283 1,342 1,691 83 (493) (540) 16 2,820 1,397 33 110 (493) (125) – 16 6,473 1,397 282 1,430 1,679 81 (523) – 1 104 (523) (295) 1 (610) – 5,291 1,411 282 1,693 110 (494) (125) – 12 6,487 1,402 283 1,685 104 (524) (295) (8) 7,449 17 3 (1) 2 (1) (4) 14 5 1 6 (1) (9) 10 Consolidated Statement of Changes in Equity (for the years ended December 31, 2010 and 2009) (US$ million) January 1, 2009 Accounting policy change for post-employment benefits Reclassification of income taxes in OCI January 1, 2009 after accounting change and reclassification (see Note 2) Attributable to Syngenta AG shareholders Par value of ordinary shares Additional paid-in capital Treasury shares, at cost Fair value reserves Cumulative translation adjustment 6 3,577 (745) (213) 61 94 28 54 6 3,577 (745) (152) 176 Net incomea OCIa b Total comprehensive income Share based compensation Dividends paid Share repurchases Cancellation of treasury shares Other and income taxes on share based compensation December 31, 2009a b Net income OCI Total comprehensive income Share based compensation Dividends paid Share repurchases Other and income taxes on share based compensation 39 39 310 310 – – (86) – 27 (125) 626 6 3,491 (217) (113) 486 77 77 172 172 – – – 23 (295) December 31, 2010 6 3,491 (489) (36) 658 3,809 7,439 a After effect of accounting policy change for post-employment benefits described in Note 2 below b After reclassification of income taxes in OCI described in Note 2 below The accompanying notes form an integral part of the consolidated financial statements. Syngenta Financial Report 2010 Syngenta Group Consolidated Financial Statements 30 The amount available for dividend distribution is based on Syngenta AG’s shareholders’ equity determined in accordance with the legal provisions of the Swiss Code of Obligations. In 2009, a dividend of CHF 6.00 (US$5.27) per share was paid in respect of 2008. In 2010, a dividend of CHF 6.00 (US$5.61) per share was paid in respect of 2009. The Board of Directors recommends a dividend payment by means of a cash distribution out of reserves arising from capital contributions of CHF 7.00 per share (equivalent to US$7.47 per share translated at the December 31, 2010 exchange rate) subject to shareholder approval at the Annual General Meeting (AGM) on April 19, 2011. Included within the fair value reserves are (i) cash flow hedge reserves, which comprise the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged items that have not yet been recognized in profit or loss, and (ii) fair value reserves, which comprise the cumulative net change in the fair value of available-for-sale financial assets until the investments are derecognized or impaired. Movements in the cash flow hedge reserves are shown in Note 29. Neither the fair value reserves for available-for- sale financial assets nor any components of the movements in the fair value reserves for available-for-sale financial assets during the periods presented were material. The cumulative translation adjustment comprises all foreign currency differences arising from the translation of the financial statements of foreign operations, as well as from the translation of long-term monetary items which are part of net investments in foreign subsidiaries. Notes to the Syngenta Group Consolidated Financial Statements 1. Basis of preparation of the consolidated financial statements These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB). The consolidated financial statements have been prepared on an historical cost basis, except for items which IFRSs require to be measured at fair value, principally derivative financial instruments, available-for-sale financial assets and biological assets, which are valued at fair value less costs to sell. The consolidated financial statements incorporate the financial statements of Syngenta AG, a company domiciled and incorporated in Switzerland, and all of its subsidiaries (together referred to as “Syngenta”) and Syngenta’s interests in associates and joint ventures. Syngenta AG’s principal executive offices are at Schwarzwaldallee 215, 4058 Basel, Switzerland. The consolidated financial statements are presented in United States dollars (“US$”) as this is the major currency in which revenues are denominated. The functional currency of Syngenta AG is the Swiss franc (“CHF”). Syngenta has global, integrated risk management processes. Within the scope of these processes, the Board of Directors of Syngenta AG evaluates the risks once a year in accordance with article 663b paragraph 12 of the Swiss Code of Obligations and discusses if any corresponding actions are necessary. The preparation of financial statements requires management to exercise judgment when applying accounting policies and to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated. Note 2 below includes further discussion of certain critical accounting estimates. Syngenta Financial Report 2010 2. Accounting policies 31 Adoption of new IFRSs and changes in accounting policies Syngenta adopts new IFRSs by following the transitional requirements of each new standard or, if there are no transitional requirements specified, by using the full retrospective application method, as required by IAS 8. Other changes in accounting policies are also implemented using the full retrospective application method. If full retrospective application of a change is impracticable, it is applied from the earliest period which is practicable. Retrospective application requires that the results of comparative periods and the opening balances of the earliest period shown be restated as if the new accounting policy had always been applied. Syngenta has combined line items in certain tables in the Notes to the consolidated financial statements where one or more lines that were previously disclosed separately have become immaterial. Syngenta has adopted the following new or revised IFRSs in these consolidated financial statements, with the following effect: IFRS 3 (revised January 2008) and IAS 27 (revised January 2008) introduced changes to the accounting for business combinations and transactions with non-controlling shareholders. Consequential amendments to IAS 21 prohibit reclassification of currency translation gains and losses from other comprehensive income (OCI) to profit or loss for partial disposals or capital repayments of the group’s net investments in a subsidiary which do not result in Syngenta losing control of the subsidiary. These revised IFRSs apply to transactions Syngenta completes after January 1, 2010, which are disclosed in Note 3. The accounting for transactions completed in prior years is not affected. The following IFRSs adopted in 2010 had no impact on Syngenta’s consolidated financial statements, other than as noted below: – “Improvements to IFRSs”, issued April 2009. Disclosure of assets by reportable segment is now required only if that information is provided to the chief operating decision maker. As Syngenta does not provide assets by reportable segment to its chief operating decision maker, assets by reportable segment are not disclosed in the consolidated financial statements. – Amendments to IAS 39, “Eligible Hedged Items”, issued July 2008. – IFRIC 17, “Distributions of Non-Cash Assets to Owners”, issued November 2008. – Syngenta has early adopted the amendment to IAS 1 “Presentation of Financial Statements” contained in “Improvements to IFRSs”, issued May 2010 and has therefore shown net income and OCI as separate line items in the statement of changes in equity, where the equity components are presented. – Syngenta has early adopted the amendments to IFRIC 14, “Prepayments of a Minimum Funding Requirement”. This adoption had no material impact on the consolidated financial statements. Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 32 2. Accounting policies continued The following new or revised IFRSs relevant to the Syngenta Group have not yet been adopted by Syngenta: – “Improvements to IFRSs” issued in April 2010 amends various IFRSs pursuant to the IASB’s annual improvements process. The amendments are mandatory for Syngenta with effect from January 1, 2011. Except for the amendment to IAS 1 mentioned above, Syngenta has not yet adopted these amendments, which include revised disclosure requirements for interim financial reporting and for financial instruments in annual financial statements. – Amendments to IAS 32, “Classification of Rights Issues”, were issued in October 2009, and clarify that rights, options or warrants to acquire a fixed number of an entity’s own equity instruments for a fixed amount of any currency are equity instruments if they are offered pro rata to existing holders of the same class of equity. The amendment will be mandatory for Syngenta with effect from January 1, 2011. The effect of the amendment is that in the event of Syngenta issuing rights, options or warrants pro rata to existing shareholders, these would be accounted for as equity instruments regardless of the currency of the offer. – IAS 24 (revised), “Related Party Disclosures”, was issued in November 2009, and clarifies that commitments to related parties should be disclosed as related party transactions. It also clarifies related party status and disclosures for subsidiaries of the reporting entity’s associates and joint ventures and for governments and government-related entities. The revised IFRS will be mandatory for Syngenta with effect from January 1, 2011. Syngenta is assessing the impact of IAS 24 (revised) on the disclosures which will be given in its 2011 consolidated financial statements. – IFRS 9, “Financial Instruments”, was issued in November 2009 and October 2010. It contains new measurement and classification rules for financial assets. Under IFRS 9, assets which are debt instruments and according to Syngenta’s business model are held to collect contractual cash flows consisting of payments of principal and/or interest on defined dates would be measured at amortized cost, and all other financial assets would be measured at fair value. Gains and losses on remeasuring assets which Syngenta classifies as available-for-sale under IAS 39 would be recognized in profit or loss under IFRS 9, except for equity instruments which are not held for trading, for which Syngenta may make an irrevocable election on their initial recognition to present all gains and losses within OCI. Gains and losses on equity instruments for which this election is made would no longer be reclassified from OCI into profit or loss on disposal or on a significant or prolonged decline in value. For financial liabilities which are measured at fair value in accordance with the fair value option, changes in fair value which are due to changes in own credit risk will be reported in OCI, instead of in profit or loss. Syngenta currently does not apply the fair value option to any of its financial liabilities. IFRS 9 will be mandatory for Syngenta with effect from January 1, 2013. Syngenta has not decided whether it will adopt IFRS 9 early due to the phased publication of the IASB’s revised financial instruments requirements. On the basis of the financial assets and liabilities it has at December 31, 2010, Syngenta does not believe that IFRS 9 will have a material impact on its consolidated financial statements. – IFRIC 19, “Extinguishing Financial Liabilities with Equity Instruments” was issued in November 2009, and provides guidance on the accounting for debt for equity swaps. IFRIC 19 requires the equity instruments issued to be measured at their fair value at issuance or if that value cannot be reliably measured, at the fair value of the liability extinguished and requires any difference between the value assigned to the equity issued and the carrying amount of the liability extinguished to be recorded in profit or loss. IFRIC 19 will be mandatory for Syngenta effective January 1, 2011, and would impact the consolidated financial statements only if such a transaction were to occur. – “Disclosures – Transfers of Financial Assets, Amendments to IFRS 7” was issued in October 2010, and will be mandatory for Syngenta’s consolidated financial statements for years ended December 31, 2012 onwards. It requires additional disclosures where an entity transfers part of a financial asset or transfers a financial asset but retains a continuing involvement in the asset. Trade receivable factoring which Syngenta may enter into in the future may be within the scope of this disclosure requirement. Future changes in IFRS IFRSs are undergoing a process of revision with a view to increasing harmonization of accounting rules internationally. Proposals to issue new or revised IFRSs, as yet unpublished, on financial instruments, provisions, employee benefits, revenue recognition, leases, and other topics may change existing standards, and may therefore affect the accounting policies applied by Syngenta in future periods. Transition rules for these potential future changes may require Syngenta to apply them retrospectively to periods before the date of adoption of the new standards. Changes in Accounting Policies Actuarial gains and losses In these consolidated financial statements, Syngenta has recognized actuarial gains and losses of defined benefit post-employment plans in OCI in the periods in which they arose (“immediate recognition in OCI method”). Previously, Syngenta applied the corridor method of deferred recognition, under which these gains and losses were amortized over the average remaining employee service period to the extent that they exceeded 10% of the higher of the defined benefit obligation or plan assets. In the opinion of Syngenta, the immediate recognition in OCI method presents Syngenta’s post-employment defined benefit obligations in the consolidated balance sheet in a more understandable way than the corridor method because the amounts presented are closer to the underlying actuarial position of the post- employment plans. For the year ended December 31, 2010, defined benefit post-employment expense recognized within operating income was US$84 million and actuarial gains recognized directly in retained earnings were US$50 million. Related income tax amounts were credits of US$25 million and charges of US$17 million respectively excluding the effect of changes in tax rates. Had Syngenta still applied the corridor method, an additional US$47 million of post-employment benefit expense would have been recognized within operating income, and no amounts would have been recognized directly in retained earnings. The opening balance of retained earnings at January 1, 2008, and comparative amounts for the years ended and as at December 31, 2009 and 2008, have been adjusted to reflect the new policy. Syngenta Financial Report 2010 Reclassifications of income taxes within equity Income tax charged directly to accumulated OCI has been reclassified in the statement of changes in equity in order to present it as part of the same component of equity as the pre-tax items to which it relates. This change in presentation has no effect on total equity. 33 The effect of adopting the immediate recognition in OCI method described above, together with the reclassifications of income taxes within equity, on each financial statement line item is set out in the following tables: Adjustments to the consolidated income statement and statement of comprehensive income for the year ended December 31, 2009 2009 (US$ million, except per share amounts) Sales Cost of goods sold Gross profit Marketing and distribution Research and development General and administrative Restructuring and impairment Operating income Income before taxes Income tax expense Net income Attributable to: Syngenta AG shareholders Non-controlling interests Net income Basic earnings per share (US$) Diluted earnings per share (US$) Total comprehensive income Actuarial losses of defined benefit post-employment plans Currency translation effects Income tax relating to OCI Total comprehensive income Attributable to: Syngenta AG shareholders Non-controlling interests Total comprehensive income As reported 10,992 (5,586) 5,406 (1,812) (960) (738) (130) 1,766 1,641 (267) 1,374 1,371 3 1,374 14.72 14.62 – 289 34 1,751 1,749 2 1,751 Accounting policy change After accounting policy change – 14 14 7 8 24 – 53 53 (16) 37 37 – 37 0.39 0.39 (98) (29) 32 (58) (58) – (58) 10,992 (5,572) 5,420 (1,805) (952) (714) (130) 1,819 1,694 (283) 1,411 1,408 3 1,411 15.11 15.01 (98) 260 66 1,693 1,691 2 1,693 Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 34 2. Accounting policies continued Adjustments to the consolidated balance sheet at December 31, 2009 2009 (US$ million) Non-current assets: Deferred tax assets Defined benefit pension asset Total non-current assets Total assets Current liabilities: Provisions Total current liabilities Non-current liabilities: Deferred tax liabilities Provisions Total non-current liabilities Total liabilities Shareholders’ equity: Retained earnings Reserves Total shareholders’ equity Total equity Total liabilities and equity As reported Accounting policy change Reclassification of income tax in OCI After accounting policy changes 660 679 7,802 16,696 (154) (4,251) (884) (879) (5,290) (9,541) (3,640) (3,712) (7,141) (7,155) (16,696) 87 (654) (567) (567) (60) (60) 196 (237) (41) (101) 667 1 668 668 567 – – – – – – – – – – 153 (153) – – – 747 25 7,235 16,129 (214) (4,311) (688) (1,116) (5,331) (9,642) (2,820) (3,864) (6,473) (6,487) (16,129) Adjustments to the consolidated cash flow statement for the year ended December 31, 2009 2009 (US$ million) Income before taxes Reversal of non-cash items As reported Accounting policy change 1,641 668 53 (53) After accounting policy change 1,694 615 Syngenta Financial Report 2010 Adjustments to the consolidated income statement and statement of comprehensive income for the year ended December 31, 2008 35 2008 (US$ million, except per share amounts) Sales Cost of goods sold Gross profit Marketing and distribution Research and development General and administrative Restructuring and impairment Operating income Income before taxes Income tax expense Net income Attributable to: Syngenta AG shareholders Non-controlling interests Net income Basic earnings per share (US$) Diluted earnings per share (US$) Total comprehensive income Actuarial losses of defined benefit post-employment plans Currency translation effects Income tax relating to OCI Total comprehensive income Attributable to: Syngenta AG shareholders Non-controlling interests Total comprehensive income As reported 11,624 (5,713) 5,911 (2,039) (969) (849) (196) 1,858 1,692 (307) 1,385 1,385 – 1,385 14.75 14.63 – (443) (26) 891 890 1 891 Accounting policy change After accounting policy change – 7 7 6 5 4 – 22 22 (8) 14 14 – 14 0.15 0.14 (335) 28 94 (199) (199) – (199) 11,624 (5,706) 5,918 (2,033) (964) (845) (196) 1,880 1,714 (315) 1,399 1,399 – 1,399 14.90 14.77 (335) (415) 68 692 691 1 692 Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 36 2. Accounting policies continued Adjustments to the consolidated balance sheet for the year ended December 31, 2008 2008 (US$ million) Non-current assets: Deferred tax assets Defined benefit pension asset Total non-current assets Total assets Current liabilities: Provisions Total current liabilities Non-current liabilities: Deferred tax liabilities Provisions Total non-current liabilities Total liabilities Shareholders’ equity: Retained earnings Reserves Total shareholders’ equity Total equity Total liabilities and equity As reported Accounting policy change Reclassification of income tax in OCI After accounting policy changes 514 628 6,964 14,584 (170) (4,234) (659) (921) (4,449) (8,683) (3,165) (3,458) (5,884) (5,901) (14,584) 107 (602) (495) (495) (75) (75) 151 (191) (40) (115) 638 (28) 610 610 495 – – – – – – – – – – 115 (115) – – – 621 26 6,469 14,089 (245) (4,309) (508) (1,112) (4,489) (8,798) (2,412) (3,601) (5,274) (5,291) (14,089) Adjustments to the consolidated cash flow statement for the year ended December 31, 2008 2008 (US$ million) Income before taxes Reversal of non-cash items Principles of consolidation Subsidiaries Subsidiaries are those entities in which Syngenta has an interest of more than one half of the voting rights or otherwise has power to exercise control. Control exists when Syngenta has the power, indirectly or directly, to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. The income, expenses, assets, liabilities and cash flows of companies acquired or disposed of during the period are included in the consolidated financial statements from the date of acquisition or up to the date of disposal, respectively. As reported Accounting policy change 1,692 973 22 (22) After accounting policy change 1,714 951 Associates and joint ventures Associates are those entities in which Syngenta has significant influence, but not control, over the financial and operating policies and in which Syngenta generally has between 20% and 50% of voting rights. Joint ventures are those enterprises over whose activities Syngenta has joint control, established by contractual agreement. Syngenta accounts for both associates and joint ventures using the equity method. Under this method, the consolidated financial statements show Syngenta’s investment in and its share of the total recognized gains and losses and transactions with shareholders of associates and joint ventures, from the date that significant influence or joint control commences until the date they cease. Any premium over net asset value paid to acquire an interest in an associate or joint venture is recognized as goodwill, within the same line as the underlying investment. When Syngenta’s share of accumulated losses reduces the carrying amount of an associate or joint venture to nil, no further losses are recognized unless Syngenta has an obligation to meet those losses. Syngenta Financial Report 2010 Transactions eliminated on consolidation Intercompany income and expenses, including profits from internal Syngenta transactions, and intercompany receivables and payables have been eliminated upon consolidation. Profits on transactions between Syngenta and its associates and joint ventures are eliminated in proportion to Syngenta’s ownership share in the associate or joint venture, but losses are eliminated only if no impairment has occurred. Business combinations Syngenta accounts for business combinations in accordance with IFRS 3, (revised January 2008), using the acquisition method. At the date it acquires control of another business, Syngenta records the fair value of the agreed consideration payable, including the estimated fair value of any contingent consideration, and of any existing ownership interest it holds in the acquired entity, but excluding any amounts which are not part of the business combination, such as amounts which settle pre-existing relationships or relate to services Syngenta will receive post-acquisition. Any gain or loss arising on revaluing an existing interest in the acquired entity is recognized in profit or loss. Direct acquisition transaction costs are expensed as incurred. The assets and liabilities of acquired businesses are identified, and are recorded in the consolidated financial statements at their acquisition date fair values, with certain exceptions as set out in IFRS 3. Acquired intangible assets are valued based on the income approach. Generally the relief from royalty method is used for brand names and product technology rights, and the residual income method for customer relationships. Acquired land and buildings are valued based on the market approach and specialized plant and equipment based on the cost approach. Non-controlling interests, which represent a proportionate ownership interest, are recorded at their proportionate share of the fair value of the acquired business’s net assets. Non- controlling interests which do not represent a proportionate ownership interest in the acquired business are recorded at their fair value. If the sum of the amounts paid or payable upon acquisition of a controlling interest plus the fair value of any existing Syngenta ownership interest in the acquiree exceeds the fair value of the acquiree’s net assets, the excess is recognized as goodwill. If the fair value of Syngenta’s proportionate share of the acquiree’s net assets exceeds the total sum of those amounts, the excess is immediately recognized as a gain in profit or loss at the acquisition date. Once Syngenta has acquired control of a business, any further transaction that changes Syngenta’s ownership interest but does not result in Syngenta losing control is accounted for as a transaction between shareholders. Any difference between the amount paid for the change in ownership interest and the corresponding share of the carrying amount of the net assets is charged or credited to shareholders’ equity. Disposal or loss of Syngenta control of a business or of a controlling interest in a subsidiary is accounted for by derecognizing the underlying assets and liabilities disposed of and any related goodwill and third party non-controlling interests, at their carrying amounts. If Syngenta retains a non-controlling ownership interest, this is recognized at fair value. The difference between those carrying amounts and the total fair value of the disposal proceeds and of any retained Syngenta interest is recognized in profit or loss together with related currency translation gains and losses (see “Foreign Currencies” below). Business combinations completed before January 1, 2010 have been accounted for in accordance with the IFRSs which applied at the date they were completed. The successive changes which have been made over time to the IFRSs for business combinations have not been required to be applied retrospectively to business combinations completed before those changes were introduced. 37 Foreign currencies Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies, stated at historical cost or fair value, are translated into functional currency at the foreign exchange rate prevailing at the date of the transaction or the date the fair value was determined, respectively. Foreign currency transactions are translated to the relevant functional currency at the exchange rate prevailing at the date of the transaction. With exceptions for certain regional supply centre, holding and finance subsidiaries, each Syngenta subsidiary uses the local currency of its country of operations as its functional currency. Unrealized gains or losses related to equity loans, designated cash flow and net investment hedging arrangements and gains and losses on retranslating equity instruments that are available-for-sale financial assets are recognized in OCI. All other resulting foreign exchange transaction gains and losses are recognized in profit or loss. Equity loans are intercompany loans to subsidiaries that are not expected to be repaid in the foreseeable future and therefore considered part of Syngenta’s net investment in the subsidiary. Income, expense and cash flows of foreign operations are translated into US dollars using average exchange rates prevailing during the period. Assets and liabilities of foreign operations are translated to US dollars using exchange rates prevailing at the balance sheet date. Foreign exchange differences arising on these translations are recognized directly in OCI. Upon disposal or loss of control of a foreign subsidiary, the cumulative currency translation difference relating to the subsidiary is reclassified from equity to profit or loss as part of the gain or loss on disposal. Revenue Revenue is measured as the fair value of the consideration received or receivable. Revenue from sales of goods is recognized in the income statement when the significant risks and rewards of ownership have been transferred to the buyer, which is usually upon delivery, at a fixed or determinable price, and when collectability is reasonably assured. Delivery is defined based on the terms of the sale contract. Revenue is reported net of sales taxes, returns, discounts and rebates. Rebates to customers are provided for in the same period that the related sales are recorded based on the contract terms. In certain markets, sales terms allow customers to exchange purchased products at a later date for other Syngenta products of their choice, to the same value. Revenue is recognized upon delivery of the original products, and is reduced by a provision for products expected to be exchanged. This provision is released, and the corresponding revenue is recorded, when the substitute products are delivered or the period available to exchange the products expires, whichever is earlier. In certain markets, sales terms allow customers the option of a one- time, non-repeatable extension of credit, for a defined additional period, in respect of a defined proportion of purchases made during a defined period, if the customers still have the inventories on hand upon expiration of the initial agreed credit period. Customers have no right to return these inventories, and must pay unconditionally when the additional credit period expires. In accordance with IAS 18, revenue for these sales is recognized upon product delivery. Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements Research and development Research expenses are charged to the consolidated income statement when incurred. Internal development costs are capitalized as intangible assets only when there is an identifiable asset that can be completed and is expected to generate future economic benefits and when the cost of such an asset can be measured reliably. Due to regulatory and other uncertainties inherent in the development of its key new products, Syngenta currently has no development costs that meet the criteria for recognition. Costs of purchasing distribution rights, patent rights and licenses to use or sell products, or technology or registration data are capitalized as intangible assets. Costs of applying for patents for internally developed products, costs of defending existing patents and costs of challenging patents held by third parties where these are considered invalid, are considered part of development expense and expensed as incurred. Restructuring and impairment Restructuring represents the effect on reported performance of initiating business changes that are considered major and that, in the opinion of management, will have a material effect on the nature and focus of Syngenta’s operations, and therefore require separate disclosure to provide a more thorough understanding of business performance. Restructuring includes the effects of completing and integrating significant business combinations and divestments. Restructuring and impairment includes impairment costs associated with major restructuring and also impairment losses and reversals of impairment losses resulting from major changes in the markets in which a reported segment operates. Income taxes Income taxes for the year comprise current and deferred taxes, calculated using rates enacted or substantively enacted at the balance sheet date. Current tax is the expected tax payable on taxable income for the year and any adjustments to tax payable in respect of previous years. Deferred tax is recognized using the liability method and thus is calculated on temporary differences between the tax bases of assets and liabilities and their respective carrying amounts in the consolidated balance sheet. Deferred tax assets, including those related to unused tax losses, are recognized to the extent that it is probable that future taxable profit will be available against which the assets can be utilized. Deferred tax is provided on temporary differences arising on investments in subsidiaries, associates and joint ventures, except where the timing of the reversal of the temporary difference can be controlled and it is probable that the difference will not reverse in the foreseeable future. Deferred tax liabilities are not recognized on the initial recognition of goodwill if the carrying amount of goodwill exceeds its tax base. 38 2. Accounting policies continued Where a right of return exists, revenue is recognized when a reasonable estimate of returns can be made, or when the right of return expires, whichever is earlier. Where Syngenta’s distributors hold inventories and have the right of return, or Syngenta’s commercial practice is to accept returns from distributors, and it is not possible to make a reasonable estimate of returns, Syngenta recognizes revenue when its distributors sell the inventories to their customers. Where third parties hold Syngenta inventories on a consignment basis, revenue is recognized in the period that inventories are withdrawn from consignment and delivered to customers. Syngenta periodically enters into prepayment contracts with customers whereby it receives advance payments for product to be delivered in a future period. These advance payments are recorded as liabilities and presented as part of trade accounts payable. Advance payment liabilities are released and revenues associated with such advance payment transactions are recognized upon delivery of and transfer of title, ownership, and risk of loss of the related products to the customer. Royalty income is recognized when earned. If the license agreement contains performance obligations for Syngenta, the related income is considered earned when Syngenta has performed the obligations. Amounts received in advance of performance are deferred in the consolidated balance sheet. If the license agreement provides for royalties based on sales made by the licensee, income is considered earned in the period that the related sales occur. Cash rebates and discounts granted to customers are classified as a reduction of revenue. Awards of free or discounted products or services supplied by Syngenta in connection with customer loyalty programs are recognized as revenue when the customer redeems the credits. Awards supplied by a third party are recognized as revenue when the third party becomes obliged to supply the awards if Syngenta is an agent for the third party, and when Syngenta has performed its obligations to the customer if Syngenta is a principal. Net profit from programs where Syngenta is an agent is shown as part of sales. Revenue related to programs where Syngenta is a principal is presented as part of sales, and associated costs are presented within cost of goods sold or marketing and distribution expense as appropriate. Syngenta determines whether it is a principal or an agent according to whether it is exposed to the risks and rewards of supplying the third party products or services. Liabilities associated with customer loyalty programs are classified within trade accounts payable. Barter transactions For certain customers in certain markets, either settlement of trade receivables is secured with proceeds from agricultural commodities sold by Syngenta customers, or customers settle trade receivables directly by delivering commodities to Syngenta. For these arrangements, Syngenta recognizes revenue when it has a legally enforceable receivable, the amount of which is reliably measurable based on an agreed price for the Syngenta products. Where Syngenta has a contract with the customer for physical delivery of a commodity at a fixed price, an embedded derivative is recognized for the fair value of the contract until physical delivery. When it subsequently sells the commodity, Syngenta classifies additional revenue as sales only to the extent that the original contract for the sale of Syngenta products included revenue that was contingent upon the commodity sales proceeds. Any remaining gains or losses on the commodity sale are recorded in marketing and distribution in the consolidated income statement. Syngenta Financial Report 2010 Income tax expense, current and deferred, is recognized in profit or loss unless it relates to items recognized in OCI or in equity in which case the tax expense is also recognized in OCI or equity respectively. Syngenta’s policy is to comply fully with applicable tax regulations in all jurisdictions in which Syngenta’s operations are subject to income taxes. Syngenta’s estimates of current income tax expense and liabilities are calculated assuming that all tax computations filed by Syngenta’s subsidiaries will be subject to review or audit by the relevant tax authorities. Syngenta and the relevant tax authorities may have different interpretations of how regulations should be applied to actual transactions. Syngenta records provisions for taxes it estimates will ultimately be payable when the reviews or audits have been completed, including allowances for any interest and penalties which may become payable. Syngenta releases these provisions when the tax audit of the applicable year is completed or an Advance Pricing Agreement (APA) settlement is reached that impacts previous years’ tax payments, or otherwise when the statute of limitations for the applicable year expires, unless there is evident reason for earlier release. Deferred tax on share based compensation awards is based on the tax deduction, if any, that would be obtained if the Syngenta AG share price at the period end was the tax base for the award. Deferred tax on unvested awards is recognized ratably over the vesting period. Deferred tax on awards already vested is recognized immediately. Any income tax benefits recorded in the income statement are limited to the tax effect of the related cumulative pre-tax compensation expense recorded. The total tax benefit on an award may exceed this amount in some circumstances. The excess tax benefit is considered by IFRS to be the result of a transaction with shareholders rather than with employees, and is recorded within shareholders’ equity. Cash and cash equivalents Cash and cash equivalents include highly liquid investments that are readily convertible to known amounts of cash and are subject to only an insignificant risk of changes in value. Trade and other accounts receivable Trade and other accounts receivable include invoiced amounts less adjustments for doubtful receivables which are calculated by taking into account whether receivables are past due based on contractual terms, payment history and other available evidence of collectability. Receivable balances are written off only when there is no realistic prospect of their being collected. Factoring arrangements transferring substantially all economic risks and rewards associated with accounts receivable to a third party are accounted for by derecognizing the accounts receivable upon receiving the cash proceeds of the factoring arrangement. Factoring arrangements that transfer to a third party some, but not all economic risks and rewards are accounted for by continuing to recognize Syngenta’s continuing rights over the receivable and by recognizing any related obligation to the third party factor. 39 In certain foreign currency sales transactions, Syngenta offers to its customers a written exchange rate option embedded into the sales contract. The resulting trade receivable/option contract is designated as an asset which is measured at fair value through profit or loss as the embedded option derivative meets the conditions of paragraph 11A of IAS 39. The fair value of these trade receivables is determined after: (a) remeasuring the embedded exchange rate option at fair value; (b) retranslating the underlying account receivable into the selling entity’s functional currency using closing spot exchange rates at the balance sheet date; and (c) adjusting the resulting carrying amount of the combined receivable contract to reflect changes in customer credit risk. Syngenta includes this adjustment in the provision for doubtful receivables. Financial and other current assets Financial and other current assets include financial instruments with positive fair values and remaining contractual maturities of less than 12 months at the balance sheet date. Debt investments are classified as available-for-sale assets in accordance with IAS 39, and are revalued to fair value at each reporting date. Fair value is the quoted market price of the specific investments held. Unrealized revaluation gains are recorded in OCI except to the extent that they reverse impairment losses recorded on debt investments in prior periods. When an investment is sold, revaluation gains and losses are transferred from OCI and recognized in profit or loss. Regular way purchases and sales of marketable securities are recognized at settlement date. Derivative financial instruments and hedge accounting Derivative financial instruments are recorded initially at their fair value when Syngenta becomes a party to the instrument. They are revalued to fair value at each reporting date and presented as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 40 2. Accounting policies continued Fair values of publicly traded derivatives are based on quoted market prices of the specific instruments held at the balance sheet date. Fair values of non-publicly traded derivatives are valued using accepted economic methodologies for pricing these financial instruments, such as discounted cash flow analysis or option pricing models. The valuation models seek to make maximum use of market inputs existing at the balance sheet date. The methods used to determine the fair value of specific types of non-publicly traded derivatives are as follows: – Interest rate and cross-currency swaps are calculated as the present value of the estimated future cash flows. The future cash flows are determined using relevant market forward interest rates at the balance sheet date and are discounted using the zero-coupon rates with equivalent maturities for AA rated entities at the balance sheet date, as adjusted for the counterparty’s credit risk. These discount rates incorporate the impact of net credit risk present in those derivative instruments; – Forward contracts are determined using relevant market exchange rates at the balance sheet date; – Currency options are valued using the Black-Scholes-Merton es spot exchange rates, zero option pricing model, which incorporat coupon rates with equivalent maturities for entities with credit ratings which approximate Syngenta’s counterparty credit risk, and implied volatility in the market forward exchange rates at the balance sheet date; – Commodity options are valued using the Black-Scholes-Merton option pricing model, which incorporates future commodity price curves with equivalent maturities and implied volatilities in the commodities markets at the balance sheet date, adjusted for counterparty credit risk. Realized gains and losses, unrealized revaluation gains and losses on derivatives not designated as accounting hedges and the ineffective portion of derivatives designated as accounting hedges are recorded in profit or loss as they arise. Syngenta applies hedge accounting as follows: Fair value hedges Both the designated hedging instruments and the underlying hedged items are remeasured to fair value and the resulting remeasured gains or losses are recognized in profit or loss as they occur. Cash flow hedges For the effective portion of the hedge, gains and losses on remeasuring designated hedging instruments to fair value are recognized in OCI as part of the cash flow hedge reserve, and are reclassified into profit or loss in the period (or periods) during which the underlying hedged cash flows affect profit or loss. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for cash flow hedge accounting, any cumulative unrealized gain or loss on the hedging instrument remains in equity until the underlying hedged item affects profit or loss. However, if a hedged forecasted transaction is no longer expected to occur, the cumulative unrealized gain or loss on the hedging instrument is immediately reclassified into profit or loss. Net investment hedges Hedges of net investments in foreign operations, including hedges of monetary items that are accounted for as part of a net investment, are accounted for similarly to cash flow hedges. The accumulated gain or loss arising from such a hedge is reclassified from equity into profit or loss upon disposal of the net investment. Inventories Purchased products are recorded at acquisition cost while own- manufactured products are recorded at manufacturing cost including a share of production overheads based on normal capacity. Cost is determined on a first-in-first-out basis. Allowances are made for inventories with a net realizable value less than cost, or which are slow moving. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and costs to sell. Costs to sell include direct marketing, selling and distribution costs. Unsalable inventories are fully written off. Biological assets Biological assets represent growing plants and cuttings in Syngenta’s Flowers business and sugar cane seedlings within its Sugar cane business. They are measured at fair value less costs to sell where fair value is reliably measurable, and at cost less impairment where fair value is not reliably measurable due to the nature of the asset not corresponding to traded assets or products in the market. Syngenta classifies gains and losses from remeasuring biological assets to fair value within cost of goods sold. Property, plant and equipment Property, plant and equipment are recorded at acquisition or production cost, less accumulated depreciation and any impairment losses. Eligible borrowing costs are capitalized as part of the asset cost. Depreciation is charged on a straight-line basis to the income statement, over the following estimated useful lives: Buildings Machinery and equipment Furniture and vehicles Computer hardware 20 to 40 years 10 to 20 years 5 to 10 years 3 to 7 years Land is recorded at acquisition cost and is not subject to depreciation. Expenditures made for existing property, plant and equipment that will provide future economic benefit are capitalized and depreciated over the revised remaining useful life of the asset. Components of an asset are accounted for as separate assets if their useful lives differ from that of the larger asset of which they are a part. When a component of an asset is replaced, a disposal of the replaced component is accounted for and the new component is capitalized and depreciated over the shorter of its own useful life and that of the asset of which it is a component. Leases Property, plant and equipment financed by leases giving rights to use the leased assets as if they were owned by Syngenta are capitalized at the lower of fair value and the present value of minimum lease payments at the inception of the lease. Such leases are also embedded in contracts for goods or services provided by suppliers to Syngenta when the supplier can fulfil their obligations only by using a specific asset to supply Syngenta and the contract price is neither fixed per unit of output nor represents a market price. Finance lease assets and liabilities are recognized at the commencement of the lease, which is when the leased asset is ready for use and Syngenta has the right to use it. Finance lease assets are depreciated over the lesser of the remaining lease term and the estimated useful life of the leased asset. Syngenta Financial Report 2010 Sale and leaseback transactions Property, plant and equipment is generally recorded as having been sold, and profit on disposal recognized, when legal title passes to the purchaser. If Syngenta leases back the sold assets under operating leases, profits on sales are recognized when legal title passes if the leases have at-market rental terms. If the leasebacks are finance leases, profits on sales are recognized over the terms of the leaseback agreements. Intangible assets other than goodwill Intangible assets, other than goodwill, are recorded at cost less accumulated amortization and any impairment losses. Currently, all such intangible assets are assigned a finite estimated useful life. The cost of acquired intangible assets other than goodwill consists of the purchase price including transaction costs. The cost of internally generated intangible assets consists of direct internal and external design, development, and testing costs incurred to make the asset ready for use in the manner intended by management. Borrowing costs associated with internal software development projects are capitalized if the project is expected to take more than one year to complete. Capitalization ceases when the software is ready for its intended use. Intangible assets are amortized starting from the date the asset is ready for use. In respect of product rights, this is when regulatory approval has been obtained. Asset lives are reviewed annually. The straight-line method of amortization is used except where another systematic basis better reflects the pattern of consumption of the economic benefits represented by the asset. Amortization is charged within the consolidated income statement to the function responsible for the asset, or to general and administrative. Useful lives assigned to acquired product rights are based on the period over which Syngenta expects economic benefit from the product rights. Estimated lives assigned to most product rights upon acquisition are between 10 and 20 years and do not exceed 20 years for any asset. Patents and trademarks are amortized over their estimated economic or legal life, whichever is shorter. Lives assigned are between 3 and 20 years for patents and between 10 and 15 years for trademarks. Business combinations give Syngenta access to the distribution channels and customer relationships of the acquired business. These relationships normally continue to generate economic benefit to Syngenta following the acquisition. The useful lives of customer relationships are determined from management estimates of customer attrition rates. Estimated lives assigned are between 5 and 30 years. Acquired In-Process Research & Development (IPR&D), is valued at fair value at acquisition. It is assessed for impairment annually until it has been successfully developed and is available for use at which time it begins being amortized over its estimated useful life. Lives assigned are between 10 and 20 years. Assets attributable to long-term supply agreements are amortized as part of cost of goods sold over the period of the supply agreements, which are between 5 and 12 years. Purchased software licenses are amortized over their remaining license terms. Internally developed software is amortized from the date it is ready for use until the sooner of its expected replacement date or the date significant costs are expected to be incurred to upgrade it. Lives assigned are between 3 and 5 years. Goodwill Goodwill is the excess of the fair value of an acquired business over the fair value of its identifiable net assets at the acquisition date. Goodwill is recognized as an asset and presented within intangible assets. Goodwill is not amortized, but is tested annually for impairment and reduced by any impairment losses. 41 Impairment Property, plant and equipment, intangible assets and investments in associates and joint ventures are tested for impairment (“tested”) in accordance with IAS 36 unless classified as held for sale. Goodwill and intangible assets not yet ready for use are tested annually and are also reviewed at each interim and annual reporting date to determine whether conditions changed since the most recent review or annual test. Individual other non-current assets are reviewed at each reporting date to determine whether events or changes in conditions indicate that the carrying amount of each asset may not be recoverable. If any such indication exists, the asset is tested for impairment. Syngenta estimates an asset’s recoverable amount as the higher of the asset’s fair value less selling costs and value in use, which is the present value of the cash flows expected from the asset’s use and eventual disposal. An impairment loss is recorded in the consolidated income statement to the extent that the carrying amount of the tested asset exceeds its recoverable amount. Impairment losses are not reversed for goodwill, but are reversed for other assets if their recoverable amounts subsequently increase. Other non-current financial assets Debt investments maturing in more than twelve months and equity investments in other entities which are not subsidiaries, associates or joint ventures of Syngenta are classified as available-for-sale in accordance with IAS 39. They are accounted for as described above under “Financial and other current assets”. An impairment loss is recorded in the consolidated income statement if there is a significant or prolonged decline in the value of an equity security that is an available-for-sale financial asset below its original cost, as reduced where applicable by cumulative impairment losses recorded in prior periods. Impairment losses on equity securities are not reversed if their fair value increases after an impairment loss is recorded. Loans and receivables are recorded at amortized cost, less impairment losses. Non-current assets held for sale Non-current assets and groups of assets are reclassified as held for sale when the assets are available for immediate sale in their present condition and a sale within one year is highly probable. Property, plant and equipment and intangible assets held for sale are remeasured at the lower of fair value less costs to sell or carrying amount at the date they meet the held for sale criteria at which time depreciation and amortization also ceases. Any resulting impairment loss is recognized in profit or loss. Financial debt Financial debt is recognized initially at its fair value less transaction costs, which represents the net proceeds from issuing the debt. Subsequently, financial debt is stated at amortized cost using the effective interest method, except where subject to a fair value hedge relationship. Financial debt is classified as current if the debt agreement terms in force at the balance sheet date require repayment within one year of that date. Otherwise, it is classified as non-current. Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 42 2. Accounting policies continued Provisions A provision is recognized in the balance sheet when Syngenta has a legal or constructive obligation to a third party or parties as a result of a past event the amount of which can be reliably estimated and it is probable that an outflow of economic benefits will be required to settle the obligation. The amount recognized as a provision is the best estimate of the expenditure required to settle the obligation at the balance sheet date. If the effect of discounting is material, provisions are discounted to the expected present value of their future cash flows using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Where some or all of the expenditures required to settle a provision are expected to be reimbursed by another party, the expected reimbursement is recognized as a separate asset only when virtually certain. Where Syngenta has a joint and several liability for a matter with one or more other parties, no provision is recognized by Syngenta for those parts of the obligation expected to be settled by another party. Syngenta self-insures or uses a combination of insurance and self- insurance for certain risks. Provisions for these risks are estimated in part by considering historical claims experience and other actuarial assumptions and, where necessary, counterparty risk. Environmental provisions Provisions for remediation costs are made when there is a present obligation, it is probable that expenditures for remediation work will be required within ten years (or a longer period if specified by a legal obligation) and the cost can be estimated within a reasonable range of possible outcomes. The costs are based on currently available facts; technology expected to be available at the time of the clean up, laws and regulations presently or virtually certain to be enacted and prior experience in remediation of contaminated sites. Environmental liabilities are recorded at the estimated amount at which the liability could be settled at the balance sheet date, and are discounted if the impact is material and if cost estimates and timing are considered reasonably certain. Syngenta’s restructuring programs have involved closure of several sites to date. Remediation liabilities recognized when site closures are announced are accounted for as restructuring provisions. In the opinion of Syngenta, it is not possible to estimate reliably the additional costs that would be incurred upon eventual closure of its continuing sites that have no present obligation to remediate because it is neither possible to determine a time limit beyond which the sites will no longer be operated, nor what remediation costs may be required upon their eventual closure. Legal and product liability settlements For claims for which, according to Syngenta’s assessment, it is not probable that a liability exists or that there will be a future cash outflow or other sacrifice of economic benefits, Syngenta has provided for the costs of defense only. For claims where an outcome unfavorable to Syngenta is assessed as more likely than not, provision has been made for the estimated amount of damages and settlement, including legal costs. No provision is made where the legal procedures are at too early a stage to estimate the outcome with any reliability. Restructuring provisions and costs Restructuring costs are accrued (charged to provisions) when Syngenta has approved a detailed and formal restructuring plan and the restructuring has either commenced or been announced publicly and they qualify for recognition in accordance with IAS 37. Provisions for severance payments and related employment termination costs are made in full when employees are given details of the restructuring plan and the termination benefits that will apply to individual employees should their contracts be terminated. Restructuring costs relating to ongoing activities, such as relocation, training and information systems, do not qualify for provisioning under IAS 37 and are expensed when incurred. Post-employment benefits For defined benefit plans, plan assets are measured at fair value and obligations are measured at the present value of future benefit payments attributable to employee service rendered up to the balance sheet date. A surplus of plan assets over the benefit obligation is recognized as an asset only to the extent of the economic benefit Syngenta can obtain from the surplus through refunds from, or reductions in the present value of future contributions to, the plan. Benefit expense charged to profit or loss is the cost to Syngenta of the increase in benefits in the period. The benefit obligation and cost are attributed to periods using the projected unit credit actuarial method. The expected return on plan assets in externally funded plans is deducted from the benefit cost. Both the benefit cost and expected asset return are based on long-term economic assumptions. The benefit cost is also based on long-term assumptions about employee service, pay and longevity, and for healthcare plans, medical costs. Assumptions are reviewed annually. Gains and losses arising from variances between assumptions and actual outcomes, and from changes to assumptions, are recognized in OCI in the period in which they arise. Past service cost arising when plan rules are amended is amortized over the vesting period for the revised benefits, or over the remaining expected service period if the benefits do not vest until retirement. If the revised benefits vest immediately the related past service cost is recognized immediately in profit or loss. If plan membership or benefits are significantly reduced by a restructuring, or an event or transaction results in Syngenta’s benefit obligations being settled, the effects are recorded in profit or loss when the restructuring or settlement occurs. Contributions to defined contribution pension plans are recognized as an expense in profit or loss when they are due. Share based payments The fair value of equity-settled share and share option awards to employees is recognized as compensation expense, and as a corresponding increase in equity, over the period in which the shares or options vest. An award is granted when it has been approved by the Compensation Committee of Syngenta AG’s Board of Directors and its terms have been communicated to share plan members. Grants of Syngenta AG ordinary shares are measured at market value on the grant date, less any cash amount payable by the employee. The fair value of grants of share awards and unvested shares that do not carry dividend rights until vesting, is reduced by the present value of the expected dividends to which the holder will not be entitled. No discount is applied to grant-date market value to reflect vesting conditions. The fair value of grants of options over Syngenta AG ordinary shares is measured using the Black-Scholes-Merton formula. Compensation expense is measured using Syngenta’s best estimate of the shares and options expected to vest. Compensation expense is adjusted subsequently, so that final expense is based on the number of shares and options that actually vest. Grants with a cash or equity alternative for plan members are accounted for as liabilities until the members’ choice is known. The incremental fair value of members’ equity options is zero. A member’s choice to receive equity instruments is accounted for by transferring the fair value of the liability to shareholders’ equity when the choice is made. The fair value of equity settled and cash settled share grants awarded to customers in cash rebate sacrifice arrangements is recognized as a reduction in sales in the same way as the cash rebate. Syngenta Financial Report 2010 Dividends and capital distributions Dividends payable to shareholders of Syngenta AG are recorded as liabilities and as a reduction in shareholders’ equity in the period in which they are approved by the shareholders of Syngenta AG. Treasury shares Share capital includes the par value of treasury shares held by Syngenta that have not been canceled. Treasury shares are shown as a separate component of shareholders’ equity and stated at the amount paid to acquire them. Differences between this amount and the amount received upon their disposal are recorded as a movement in consolidated shareholders’ equity. Derivative instruments over Syngenta AG shares Forward contracts and purchased and written call options over Syngenta AG ordinary shares, other than those related to share based compensation plans, are accounted for as equity instruments if they involve the exchange of a fixed number of Syngenta ordinary shares for a fixed cash amount and gross physical settlement is required by the option contract. Equity instruments are recognized in shareholders’ equity at fair value at the date the instruments are issued or acquired, and are not subsequently revalued. Any difference between the value recognized at issue or acquisition and the value at settlement is recognized as an increase or decrease in shareholders’ equity. Application of critical accounting policies Impairment For the purposes of assessing impairment, assets are grouped at the lowest level at which there are independent cash inflows. This level is described as a cash generating unit (CGU). Each CGU contains tangible assets such as plant and equipment as well as intangible assets such as product and patent rights. The way in which assets are grouped to form CGU’s and are related to cash flows may in certain circumstances affect whether an impairment loss is recorded. Generally, the higher the level at which independent cash flows are identified, the less likely it is that an impairment loss will be recorded, as reductions in one cash inflow are more likely to be offset by increases in other cash inflows within the same CGU. If a CGU is impaired, the impairment loss is allocated first to any goodwill in the CGU, and then to reduce the CGU’s other assets pro rata. In the Crop Protection segment, a CGU is generally defined by Syngenta at the product active ingredient level. However, where one active ingredient is sold in mixture with other active ingredients to a significant extent, the active ingredients concerned are grouped together into a single CGU because independent cash inflows only exist at this higher level. Each CGU is generally defined on a global basis reflecting the international nature of the business. Goodwill on major acquisitions, principally Zeneca agrochemicals business goodwill of US$549 million, is held at segment level and tested for impairment by relating it to total segment cash flows. In the Seeds segment, a CGU is generally defined at the global crop level to reflect the fact that seed germplasm originating in one country can be used in other countries except where licence agreements are more geographically restrictive. 43 Pension asset ceiling IFRSs require Syngenta to estimate the economic benefit it can obtain from a pension surplus if a surplus currently exists or will arise when Syngenta meets an existing minimum funding obligation. Syngenta believes a refund of any surplus in its UK pension plan will be available to it after liabilities are gradually settled over time. The surplus in its US plan is supported by the economic benefit of future contribution savings. Syngenta cannot derive economic benefit from its main Swiss pension surplus because there is no refund right and the required future service contributions exceed future service cost. Syngenta has restricted the asset carrying amount accordingly. Foreign currency translation Syngenta has to make judgements on whether loans between subsidiaries are likely to be repaid in the foreseeable future in order to allocate foreign currency differences on those items to profit or loss if the loan will be repaid or to OCI if the loan is effectively part of the net investment in the borrowing subsidiary. Until December 31, 2009, further judgement was required on how to determine Syngenta’s net investment in a borrowing subsidiary repaying part or all of a loan or of its share capital, because IFRS applicable until that date required a proportionate reclassification of currency translations gains and losses from OCI into profit or loss. Gains of US$40 million and US$66 million were reclassified for 2009 and 2008 respectively. From January 1, 2010 such a reclassification would occur only when Syngenta divests or loses control of a subsidiary. There were no such events in 2010. Critical accounting estimates Impairment review The recoverable amount for goodwill has been determined based on value in use of the relevant CGU or group of CGU’s to which the goodwill is allocated. The recoverable amounts of all material intangible assets and property, plant and equipment have also been based on their value in use. The discount rates used to discount the estimated future cash flows included in the value in use calculations are based on Syngenta’s estimated weighted average cost of capital (WACC). This is considered to include market estimates of industry sector risk premium, as Syngenta’s Crop Protection and Seeds businesses both operate mainly in the agricultural sector and its non-agricultural Professional Products business is not considered a separate CGU. Because Syngenta’s CGU’s generally either reflect the global nature of its Crop Protection and Seeds businesses or are located in low risk countries, it is also generally not considered necessary to apply a country risk premium. The pre-tax discount rates used were 7.0% to 8.5% except for one CGU that has been discounted at 14.8% (2009: 7.5% to 10%). The outcomes of the impairment tests were not sensitive to reasonably likely changes in the discount rate in the periods presented for any CGU or group of CGUs for which the carrying amount of goodwill was significant except as described below. Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 44 2. Accounting policies continued In determining value in use it is necessary to make a series of assumptions to estimate future cash flows. The main assumptions in respect of Crop Protection include future sales prices and volumes, future development expenditures required to maintain products’ marketability and registration in the relevant jurisdictions and products’ lives. These assumptions are reviewed annually as part of management’s budgeting and strategic planning cycles. These assumptions can be subject to significant adjustment from such factors as changes in crop growing patterns in major markets (for example, as a result of movements in crop prices), changes in product registration, or pressure from competitor products. Estimated cash flows are based on Syngenta management forecasts over a five year horizon and a terminal value, which assumes a 2% long-term growth rate. Management believes, based on recent growth in agricultural markets, that there are long-term prospects for continued growth. US$703 million of goodwill is tested at the Crop Protection total segment level (2009: US$702 million). In the opinion of Syngenta, the recoverable amount is not sensitive to reasonably possible changes in any of the assumptions underlying the cash flow projections used for the impairment test. A reduction in forecasted sales within management’s five year forecast horizon compared to the previous year’s five year forecast cycle combined with a reduction in latest forecasts of current year sales compared to the current year budget, is considered an indicator of market related impairment for CGU’s to which no goodwill is allocated, resulting in the performance of detailed impairment tests. Syngenta also performs detailed impairment tests when there are asset specific indicators of impairment such as withdrawal of, or restrictions placed upon, product registrations, plans to divest products or, for property, plant and equipment, plans to restructure or close a site. Higher discount rates are used to test property, plant and equipment for impairment in the case of restructuring because of the higher risk associated with remaining cash flows when operations are being physically relocated. The value in use calculation takes account of cash flows from the remaining period of operations and decommissioning costs. Property, plant and equipment and intangible asset impairments of US$15 million and US$17 million were recorded because of restructuring in 2010 and 2009 respectively. In Crop Protection in 2009, one CGU which contains US$46 million of property, plant and equipment and US$36 million of intangible assets, excluding goodwill, and to which US$16 million of goodwill was allocated, had a recoverable amount equal to its carrying amount. In 2010, forecast future cash flows for this CGU have declined because of competitive price reductions in response to depressed market conditions, combined with increased distribution costs. This caused a US$4 million impairment loss to be recognized. Syngenta believes that the market sector in which this CGU operates will continue to grow faster than the Crop Protection market as a whole. The recoverable amount has been calculated assuming an 8.4% discount rate, a 5% compound annual sales growth rate (CAGR) over the five year horizon and a 3% long-term annual growth rate thereafter. The sensitivity of the recoverable amount to these assumptions, expressed as additional impairment losses, is as follows: 1% increase in post tax discount rate Long-term growth rate reduced to 2% Both the above changes together US$34 million US$23 million US$47 million Another Crop Protection CGU, which had a carrying amount at December 31, 2010 of US$22 million, would have a recoverable amount equal to US$22 million if sales prices declined by 7% and operating expenses increased by 5% of sales compared to Syngenta’s five year forecast. Goodwill of US$315 million has been allocated to the Seeds NAFTA Corn and Soybean CGU. The value in use of the CGU has been calculated based on 15 year cash flow forecasts in order to reflect the economic benefits of the full commercialization of new products. Over that period Syngenta’s forecasts assume that new trait introductions by seed companies will increase total market value in both corn and soybean, and that Syngenta’s traits will obtain an increased share of those markets. A 2% long-term annual growth rate has been assumed after the end of this period. At the 7.0% (2009: 8.1%) pre-tax discount rate used, value in use significantly exceeds the CGU’s carrying amount. The carrying amount would be sensitive only to significant reductions in income or unidentified product related regulatory, technical or intellectual property issues which Syngenta does not consider reasonably possible at this time. Adjustments to revenue and trade receivables Syngenta’s products are consumed mainly by growers. The timing and amount of cash inflows received by growers is impacted by a broad range of economic and political risks, including crop yields and prices, the availability of credit, and the cost of agricultural inputs such as the products sold by Syngenta and its competitors. The cash flows of distributors that supply Syngenta’s products to growers and represent the majority of Syngenta’s customers are also impacted by these factors. These distributors vary in size and nature from large publicly owned entities to small or medium sized owner-managed businesses. Syngenta’s customer base reflects the geographical diversity of its operations, which encompass more than 50 countries and all significant agriculture areas. Considerable management effort and judgement is applied to actively manage and mitigate the risks to Syngenta from these factors and to determine the accounting estimates associated with them, which include: – the estimated cost of incentive programs that provide rebates and discounts dependent upon achievement of sales targets, as well as cash discounts for punctual payment of accounts receivable. Syngenta records the estimated cost of these programs when the related sales are made, based on the programs’ terms, market conditions and historical experience. At December 31, 2010, trade accounts payable includes US$982 million (2009: US$1,130 million) of accruals for rebates and returns. – accruals for estimated product returns, which are based on historical experience of actual returns. Syngenta considers these to be reliable estimates of future returns, except in the case of US$269 million (2009: US$206 million) of sales invoiced to customers. These sales have not been recognized as revenue or as trade receivables, because past experience in those specific markets shows that actual returns can vary significantly as a result of weather conditions after the reporting date, which are unknown. – allowances for doubtful receivables, which are estimated by critically analyzing individual receivable account balances, taking into account historical levels of recovery, the economic condition of individual customers, and the overall economic and political environment in relevant countries. As shown in Note 9 below, the provision for doubtful receivables at December 31, 2010 amounted to US$260 million, or 9% (2009: US$351 million or 12%) of total trade receivables. Syngenta’s strong collection performance over the last ten years now represents a sufficient basis for estimating future write-offs, leading to a reduction in the provision. In 2010 a US$43 million credit (2009: US$12 million charge) of bad debt expense was recorded in profit or loss. Syngenta Financial Report 2010 Syngenta records these estimates as separate allowances, but its estimation process recognizes their interdependency, as the level of credits to accounts receivable for discounts and product returns may affect the probability of receiving full payment of the net receivable balances. Environmental provisions Remediation of environmental damage at sites with which Syngenta is associated typically takes a long time to complete due to the substantial amount of planning and regulatory approvals normally required before remediation activities can begin. The assumptions used by Syngenta to estimate its environmental provisions may change significantly before or during the remediation period due to changes in the extent of remediation required or the method used to remediate the damage. In addition, increases in or releases of environmental provisions may be necessary whenever new developments occur or additional information becomes available. The major uncertainties which impact the outcome of remediation are: – the extent of the contaminated land area, which is not always limited to land occupied by the Syngenta site. Ongoing monitoring or remediation work may identify changes in the area believed to be contaminated. – the nature of the work Syngenta will be obliged to perform or pay for. This depends upon the current or proposed use of contaminated land, substantively enacted legislation, and land zoning by and negotiation with the relevant regulatory authorities. In Switzerland, proposed remediation plans at certain sites may be subject to public referenda. – sharing of costs with other past and present occupiers of Syngenta’s sites. At certain shared sites, Syngenta is responsible for an agreed proportion of remediation costs, which may change following discussions with authorities and the affected third parties. At other sites, third parties have agreed to reimburse Syngenta for some or all of the costs it incurs. Consequently, environmental provisions can change significantly. Because of the inherent uncertainties in estimating such long-term future obligations, Syngenta periodically supplements its internal expertise with external expertise when determining environmental provisions. IAS 37 requires reimbursements of provisions to be recognized only when they are virtually certain to be received. No reimbursements are recognized if the third parties are disputing the reimbursement. Details of reimbursements recorded by Syngenta are given in Note 19 below. The litigation associated with reimbursements claimed by Syngenta in relation to environmental costs incurred at its Greens Bayou site was settled during 2008. As a result, Syngenta has recorded a reimbursement asset of US$26 million at December 31, 2010 (2009: US$50 million). The movements in environmental provisions are set out in Note 19 below. 45 In 2010, the total additional charge to environmental provisions was US$37 million (2009: US$14 million and 2008: US$34 million). US$30 million (2009: US$20 million and 2008: US$11 million) of unutilized provisions were released, including US$nil (2009: US$5 million and 2008: US$nil) on settlement of litigation related to a closed site and US$nil (2009: US$11 million and 2008: US$2 million) because expenditures at one site were met directly by a joint venture. In 2010, the most significant changes were caused by clarification from the regulator of the remedial work it requires at one site and a reduction in Syngenta’s share of the total estimated costs at another site. Recent proposals have been made suggesting remediation of the existing contamination on certain shared sites in preference to monitoring and containment. Syngenta will negotiate the proposals with the relevant authorities but the final adopted solution is subject to regulatory uncertainty and the ultimate liability may be higher or lower than the amount provided. Taken together, the provisions at December 31, 2010, for these shared sites comprise approximately 20% of total environmental provisions of US$394 million (2009: US$405 million and 2008: US$440 million). The top ten exposures at the end of 2010 which cover sites in the USA, Switzerland and the UK where most of Syngenta’s significant exposures are located, comprise approximately 80% of the total environmental provisions. In the opinion of management, reasonably possible increases in the provisions related to these top 10 exposures would not exceed 50% of the total environmental provision recognized at December 31, 2010. At Syngenta’s Monthey, Switzerland, production site, planning has commenced for the activities needed to remediate groundwater and soil contamination that exists under and around the site, including control and monitoring activities. The responsibility for these activities lies with Syngenta and one other chemical enterprise. In management’s opinion, based on the current plans, Syngenta’s environmental provisions are adequate to cover Syngenta’s share of the expected costs to perform this remediation. Defined benefit post-employment benefits Key assumptions required to measure post-employment benefit expense for a period and the benefit obligation at the period end for defined benefit plans are: – Selection of the discount rate – Probable long-term rate of increase in pensionable pay – Probable average future service lives of employees – Probable life expectancy of employees – Expected future rates of return on the investments in funded pension plans. Significant judgment is used by management when selecting these key assumptions. The specific assumptions used are disclosed in Note 22 below, along with the experience variances between actual and assumed results for the past five years. These variances were caused principally by external financial market movements in corporate bond yields used to benchmark the discount rate, and in asset prices affecting the actual return on assets. These factors are outside Syngenta’s direct control, and it is reasonably possible that future variances will be at least as great as past variances. Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 46 2. Accounting policies continued The following information illustrates the sensitivity to a change in certain assumptions, leaving all other assumptions constant, for the three major defined benefit pension plans shown in Note 22 to the financial statements, at December 31, 2010. It should be noted that economic factors and conditions often affect multiple assumptions simultaneously and the effects of changes in key assumptions are not necessarily linear. (US$ million) 25 basis point decrease in discount rate 25 basis point increase in discount rate 25 basis point decrease in expected return on assets 25 basis point increase in expected return on assets Increase/(reduction) in 2011 pre-tax pension expense Increase/(reduction) in December 31, 2010 projected benefit obligation 3 (2) 12 (12) 184 (181) – – During 2010, Syngenta’s benefit obligation in accordance with IAS 19 increased because corporate bond yields fell in the countries in which its principal pension plans are located. This was offset by strong investment performance in Syngenta’s funded plans as financial markets continued their recovery from the 2008 crisis. In 2010, Syngenta also decided to accelerate already planned contributions to its UK, Swiss and US pension plans through special contribution payments totalling US$200 million. In the UK, this represents accelerated payment of part of the deficit recovery contributions agreed with the plan Trustee following the March 2009 statutory valuation. In Switzerland and the USA, it represents advance payment of Syngenta’s contributions for future employee service in 2011 and 2012. These factors resulted in a funded position greater than 100% in all three plans at December 31, 2010 (2009: UK 89%, Switzerland 102%, USA 102%; 2008: UK100%, Switzerland 88%, USA 97%). To select the discount rate, Syngenta uses yields in AA rated corporate bonds in all major markets. The relevant yield is determined either by analyzing a population of bonds whose cash flows collectively approximate the estimated cash flow profile of benefit payments by a Syngenta plan (USA), or by using the yield of a published bond index and adjusting it in line with the relevant market yield curve to the extent that the average maturity of the bonds in the index is different from that of the relevant Syngenta benefits (UK and Switzerland). In 2010 and 2009, it was not necessary to adjust any indices to remove bonds which were no longer considered to be of high quality. In 2008, the UK discount rate was adjusted by 25 basis points to remove the impact of such bonds, reflecting the financial crisis. Limited price indexation of pensions in payment and deferred pension rights is required both by the Syngenta UK pension plan rules and by UK pension regulations. The UK government announced in 2010 that future statutory pension increases would be based on a consumer price index (CPI) instead of the retail price index (RPI) previously used. Most Syngenta UK pension plan members have benefits specifically linked to RPI in accordance with the plan rules, but some members will now see increases linked to CPI. A US$20 million actuarial gain and reduction in benefit obligation was recognized in 2010 because of this change. The Syngenta plan rules and statutory regulations applicable to Syngenta’s Swiss and US plans contain no inflation linkage. In valuing the benefit obligation at December 31, 2010, the long-term rate of RPI is assumed to be 3.5% (2009: 3.5%), CPI is assumed to be 50 basis points below RPI. Actual returns for the UK, Swiss and US pension plan assets were above the expected long-term return assumptions used to calculate 2010 and 2009 pension expense. Expected return is a weighted average of the various asset classes held by the plans, which are disclosed in Note 22 below. In recent years longevity has increased in all major countries in which Syngenta sponsors pension plans. Syngenta’s mortality assumptions are set after considering the most recent statistics practicable, and whether any trends apparent from these statistics are likely to continue into the future. In 2010, Syngenta’s mortality assumptions for its UK, Swiss and US plans were determined on a consistent basis with those in 2009. For the UK and US plans, Syngenta uses generational mortality tables. These assume that the recent trend of increasing longevity will continue into the future, so that the pension which will become payable to younger members upon their retirement will be paid for longer than older members’ pensions. In Switzerland, generational tables were published for the first time in December 2010, and will be considered by Syngenta for its IAS 19 valuation at the end of 2011. In 2009, Syngenta updated the mortality assumptions for its UK pension liabilities. This update did not cause a significant change in the amount of the benefit obligation. A one year increase in UK pension fund members’ assumed life expectancy would increase the benefit obligation by US$60 million (2.6%). As new evidence becomes available in the future, further adjustments to the benefit obligation may be required. No significant changes to mortality assumptions were made in 2010 compared to those used in 2009. Certain of Syngenta’s pension plans, including its US plan, give members lump sum or annuity benefit payment options. Syngenta has valued its pension liabilities on the assumption that the choices made by members who will retire in the future will be consistent with choices made by members who have retired recently. For the US plan, Syngenta has assumed that all current active members will take the lump sum option at retirement date as, under current conditions, this results in a higher liability than the annuity option. A one year increase in US pension fund members’ life expectancy together with a corresponding change to the US Internal Revenue Service (IRS) Mortality table used to determine lump sums would increase the benefit obligation by US$12 million (2.2%). Syngenta Financial Report 2010 47 Uncertain tax positions Syngenta’s Crop Protection supply chain, and to a lesser extent its Seeds supply chain, are international, and intellectual property rights owned by Syngenta are used internationally within the Group. Transfer prices and charges for products and services by one Syngenta subsidiary to another, and arrangements to share research and development costs, may be subject to challenge by the national tax authorities in any of the countries in which Syngenta operates. Interpretation of taxation rules relating to financing arrangements between Syngenta entities and to foreign currency translation differences may also give rise to uncertain tax positions. Several prior years’ tax computations are generally still open for review or audit for most Syngenta subsidiaries at the balance sheet date. Syngenta estimates and accrues taxes that will ultimately be payable when reviews or audits by tax authorities of tax returns are completed. These estimates include significant management judgments about the eventual outcome of the reviews and audits of all open years based on the latest information available about the positions expected to be taken by each tax authority. Actual outcomes and settlements may differ significantly from the estimates recorded in these consolidated financial statements. This may affect income tax expense reported in future years’ consolidated income statements. At December 31, 2010, Syngenta’s balance sheet included assets of US$70 million (2009: US$80 million) included within Other accounts receivable, and liabilities of US$406 million (2009: US$376 million) shown separately on the face of the balance sheet, for current income taxes. These liabilities include US$225 million in respect of the uncertain tax positions described above (2009: US$222 million). The liability for uncertain income tax positions which Syngenta expects to be resolved in 2011 is less than 10% of total recognized current income tax liabilities. a after effect of accounting policy change for post-employment benefits Deferred tax assets At December 31, 2010, Syngenta’s deferred tax assets were US$824 million (2009: US$747a million). Included in this balance are deferred tax assets for unused tax losses of US$46 million (2009: US$42 million). The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible or in which tax losses can be utilized. The tax effect of unused tax losses is recognized as a deferred tax asset when it becomes probable that the tax losses will be utilized. In making assessments regarding deferred tax assets, management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies. At December 31, 2010, based upon the level of historical taxable income and projections for future taxable income over the periods in which deferred tax assets are deductible, management believes that it is more likely than not that Syngenta will realize the benefits of these deductible differences. The amount of deferred tax assets considered realizable could however be reduced in subsequent years if estimates of future taxable income during their carry forward periods are reduced, or rulings by the tax authorities are unfavorable. Estimates are therefore subject to change due to both market related and government related uncertainties, as well as Syngenta’s own future decisions on restructuring and other matters. Syngenta is unable to accurately quantify the future adjustments to deferred income tax expense that may occur as a result of these uncertainties. The principal jurisdictions where deferred tax assets have not been recognized are Brazil, Argentina, Ukraine and Russia. For Argentina, Ukraine and Russia, no net deferred tax assets have been recognized at December 31, 2010 (2009: Argentina US$20 million; Ukraine and Russia: US$nil). In Brazil, at December 31, 2010 the carrying amount of deferred tax assets recognized in the consolidated balance sheet was US$84 million (2009: US$20 million). Syngenta has restricted the amount of deferred tax asset recognized for this subsidiary to the amount recoverable from the forecast taxable profits in the three years following the balance sheet date. In 2009, only the forecast profits in the year immediately following the balance sheet date were taken into account. The longer forecast profit horizon used for the December 31, 2010 estimate results from the continued generation of actual taxable profits by this subsidiary. In the longer term, the likely introduction of a revised transfer pricing model, and additional forecast capital investment in the sugar cane business create uncertainty. In the opinion of Syngenta, continued taxable profits in this entity after more than three years are not sufficiently probable for a further increase in the deferred tax asset to be recognized. Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 48 3. Acquisitions, divestments and other significant transactions The following significant transactions occurred during 2010 and 2009. Acquisitions for the year ended December 31, 2010 On March 31, 2010, Syngenta acquired a field station in Chile and the associated contract research business by making a cash payment for the related assets. The primary reason for the acquisition was to support development projects in Syngenta’s seeds businesses. On September 30, 2010, Syngenta acquired 100% of the shares of Maribo Seed International ApS and its five European subsidiaries for a cash payment, plus contingent payments if certain sales targets are achieved. Because of the timing of the acquisition, Syngenta is still finalizing the initial accounting in respect of fair values of inventories and intangible assets, and of income taxes. Syngenta expects to claim a tax deduction for amortization of goodwill, the amount being subject to finalization. The primary reason for the acquisition was to consolidate Syngenta’s position in the European sugar beet market. On November 8, 2010, pursuant to legal agreements signed on that date, Syngenta acquired the 50% equity interest in Greenleaf Genetics LLC (‘Greenleaf’) owned by Pioneer Hi-Bred International Inc., (“Pioneer”) a subsidiary of E.I Du Pont de Nemours and Co. (“Du Pont”). This transaction dissolved a joint venture and terminated certain license agreements between Syngenta and Pioneer. US$16 million of assets related to these licenses have been included in the fair value of the consideration for the acquisition. Syngenta’s existing 50% equity interest in Greenleaf has been provisionally valued at US$39 million at November 8, 2010, resulting in a US$19 million net gain from remeasuring this to fair value, terminating existing licence rights and re-acquiring rights Syngenta had licensed exclusively to the joint venture. This gain is presented in Restructuring and impairment. The primary reason for the business combination was to allow Syngenta and Pioneer to pursue independent licensing strategies for their respective proprietary corn and soybean genetics and biotechnology traits. Because of the timing of the transaction, initial accounting in respect of fair values of Greenleaf’s net assets, which are principally intangible assets, is still provisional at December 31, 2010. Syngenta expects to claim a tax deduction for the 50% share of the assets, including goodwill, which it has acquired. The assets, liabilities and acquisition-date fair value of consideration provisionally recognized for these 2010 business combinations at December 31, 2010 were as follows: (US$ million) Cash and cash equivalents Trade receivables and other current assets Inventories Property, plant and equipment Intangible assets Deferred tax and other liabilities Net assets acquired Fair value of consideration Fair value of interest already held by Syngenta Unallocated purchase price Fair values 51 41 17 11 42 (45) 117 89 39 11 Fair value of consideration comprises US$68 million cash paid, US$16 million other assets and US$5 million acquisition date fair value of contingent future cash payments. Cash flow from these 2010 acquisitions was as follows: (US$ million) Cash paid: Asset purchases Share purchases Total cash paid Net cash acquired Net cash outflow On June 14 and December 17, 2010 respectively, Syngenta acquired the non-controlling interests in its Golden Harvest and Garst seed businesses in the USA. The total cash paid was US$48 million, presented within cash flow used for financing activities, which was substantially equal to the total of the equity attributable to the non- controlling interests and the liability recognized for the options granted over those interests in the various acquisition agreements in 2004. 7 61 68 (51) 17 The gross contractual amounts receivable were not significantly different from the fair value of the acquired receivables. Syngenta Financial Report 2010 Acquisitions for the year ended December 31, 2009 On August 31, 2009, Syngenta acquired from Monsanto its global hybrid sunflower seeds activities for a cash payment of US$160 million, which included certain rights to receive services during the post- acquisition transition period. Direct acquisition costs were not material. Goodwill of US$61 million has been recognized after taking into account measurement period adjustments of US$37 million, mainly related to acquired inventories for which information as of the acquisition date became available to Syngenta too late to be taken into account in the 2009 consolidated financial statements. These adjustments do not affect the reported 2009 consolidated income statement and in the opinion of Syngenta, are not material to the 2009 consolidated balance sheet which has consequently not been retrospectively adjusted. The most important factor contributing to the recognition of this goodwill is the expected value of revenue and cost synergies and other benefits from combining the acquired businesses with those of Syngenta. Syngenta has agreed to divest certain assets, the carrying amount of which is not material, in connection with the European Commission’s approval of this acquisition. 49 During 2009, Syngenta also acquired: the 32% remaining minority equity interest in Koipesol Semillas S.A.; 100% of the shares of Circle One Global Inc., a US-based biological crop protection technology business; the remaining 50% of the shares of Goldsmith Seeds Europe B.V., the Netherlands-based business in which Goldsmith Seeds International Inc., acquired in November 2008, had a 50% equity interest; and 100% of the shares of Synergene Seed & Technology, Inc. and Pybas Vegetable Seed Co., Inc., two US-based lettuce seed companies. In aggregate, for the 2009 acquisitions excluding the Monsanto sunflower business, cash paid totaled US$37 million, goodwill was US$11 million and direct acquisition costs were not material. The assets and liabilities recognized in these 2009 business combinations and acquisitions of minority interest were as follows: Monsanto sunflower Other acquisitions Total Carrying amount Fair value adjustments Carrying amount Fair value adjustments 4 41 4 – – 49 – (24) (1) 69 (1) 43 5 5 3 – (6) 7 – 8 1 24 (11) 22 Fair values 9 30 7 93 (18) 121 (7) 4 118 190 72 (US$ million) Trade receivables and other current assets Inventories Property, plant and equipment Intangible assets Deferred tax and other liabilities Net assets acquired Less share of acquired entity already owned by Syngenta Minority interest acquired Syngenta AG shareholders’ interest Purchase price Goodwill Cash flow from these 2009 acquisitions was as follows: (US$ million) Cash paid: Direct acquisition costs Asset purchases Share purchases Total cash paid Net cash acquired Net cash outflow 3 150 38 191 (3) 188 Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 50 4. Segmental breakdown of key figures for the years ended December 31, 2010 and 2009 Syngenta is organized on a worldwide basis into three reporting segments, which are reflected in internal management reporting. Crop Protection The Crop Protection segment principally manufactures, distributes and sells herbicides, insecticides and fungicides to both agricultural and non-agricultural customers. Seeds The Seeds segment sells seeds for growing corn, soybeans, sunflower, sugarbeet, other diverse field crops and oilseeds, vegetables and flowers. Business Development Syngenta’s Business Development segment is an incubator of several development stage activities which may meet the criteria to be reported as separate segments in the future. These activities include development of technology based on research into enzymes and traits with the potential to enhance the agronomic, nutritional or biofuel properties of plants. Syngenta has not generated material on-going revenues from these activities to date and the route to market for certain of these technologies is not yet clear. The Syngenta Executive Committee reviews aggregated financial information relating to these activities. General Syngenta manages its three segments separately because their current or future sources of income derive from distinct types of products or technologies requiring different manufacturing, distribution and marketing strategies. Segment performance is managed based on segment operating income, which is the measure of segment profit or loss presented, and is based on the same accounting policies as consolidated operating income, except that inter-segment sales and inter-segment unrealized profit in inventories are eliminated only at the consolidated level. Transactions between segments are generally priced based on the third party selling prices achieved by the purchasing segment less an allowance for selling and distribution profit margins for the purchasing segment. 2010 (US$ million) Product sales – to third parties Royalty income – from third parties Product sales – other segments Total segment sales Cost of goods sold Gross profit Marketing and distribution Research and development General and administrative Restructuring and impairment Operating income/(loss) – continuing operations Included in the above operating income from continuing operations are: Personnel costs Depreciation of property, plant and equipment Amortization of intangible assets Impairment of property, plant and equipment, intangible and financial assets Other non-cash items including charges in respect of provisions Gains on hedges reported in operating income Crop Protection 8,779 34 65 8,878 (4,496) 4,382 (1,321) (555) (667) (101) 1,738 Seeds 2,667 138 – 2,805 (1,450) 1,355 (559) (410) (217) (49) 120 (1,562) (718) (194) (154) (31) (134) 18 (74) (76) (1) (40) 5 1 Intersegment elimination Segment operating income/(loss) reconciles to consolidated profit before tax as follows: (US$ million) Segment operating income after inter-segment elimination Income from associates and joint ventures Financial expense, net Income before taxes Business Development Elimination1 11 12 – 23 (11) 12 (12) (67) (15) (9) (91) (25) (5) (5) (9) 11 – Total 11,457 184 – 11,641 (5,866) 5,775 (1,892) (1,032) (899) (159) – – (65) (65) 91 26 – – – – 26 1,793 – – – – – – (2,305) (273) (235) (41) (163) 23 1,793 25 (141) 1,677 Syngenta Financial Report 2010 Crop Protection 8,415 5 71 8,491 (4,262) 4,229 (1,255) (508) (496) (61) 1,909 Seeds 2,471 93 – 2,564 (1,361) 1,203 (540) (364) (199) (58) 42 Business Development Elimination1 7 1 – 8 (15) (7) (10) (80) (19) (11) – – (71) (71) 66 (5) – – – – 51 Total 10,893 99 – 10,992 (5,572) 5,420 (1,805) (952) (714) (130) (127) (5) 1,819 (1,447) (703) (26) (168) (152) (7) (112) 111 (71) (61) (10) 27 (30) (4) (5) (8) 1 – – – – – – – (2,176) (243) (218) (25) (84) 81 1,819 (3) (122) 1,694 2009a 1,996 116 64 2010 2,130 109 66 2,305 2,176 273 5 235 15 243 6 218 11 2009a (US$ million) Product sales – to third parties Royalty income – from third parties Product sales – other segments Total segment sales Cost of goods sold Gross profit Marketing and distribution Research and development General and administrative Restructuring and impairment Operating income/(loss) – continuing operations Included in the above operating income from continuing operations are: Personnel costs Depreciation of property, plant and equipment Amortization of intangible assets Impairment of property, plant and equipment, intangible and financial assets Other non-cash items including charges in respect of provisions Gains/(losses) on hedges reported in operating income 1 Intersegment elimination Segment operating income/(loss) reconciles to consolidated profit before tax as follows: (US$ million) Segment operating income after inter-segment eliminationa Loss from associates and joint ventures Financial expense, net Income before taxes a After effect of accounting policy change for post-employment benefits described in Note 2 Summarized additional information on the nature of expenses for the years ended December 31, 2010 and 2009 is as follows: (US$ million) Salaries, short-term employee benefits and other personnel expense Pension and other post-employment benefit expense Share based payment expense Total personnel costs Depreciation of property, plant and equipment Impairment of property, plant and equipment Amortization of intangible assets Impairment of intangible assets a After effect of accounting policy change for post-employment benefits described in Note 2 Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 52 5. Regional breakdown of key figures for the years ended December 31, 2010, 2009 and 2008 2010 (US$ million) Sales1 Total non-current assets3 2009 (US$ million) Sales1 Total non-current assets3 2008 (US$ million) Total non-current assets3 NAFTA 3,597 1,712 NAFTA 3,726 1,758 NAFTA 1,716 Europe & AME2 3,672 3,874 Europe & AME2 3,581 3,745 Europe & AME2 3,397 Latin America 2,567 325 Latin America 2,134 255 Latin America 151 Asia Pacific 1,805 511 Asia Pacific 1,551 457 Asia Pacific 406 Total 11,641 6,422 Total 10,992 6,215 Total 5,670 1 Sales by location of third party customer 2 AME – Africa and the Middle East 3 Excluding deferred tax assets, defined benefit pension assets and derivative financial assets The following countries individually accounted for more than 5% of one or more of the respective Syngenta totals for the years ended December 31, 2010 and 2009 or at December 31, 2010, 2009 and 2008. (US$ million, except %) Sales1 Total non-current assets2 Country Brazil France Germany Switzerland UK USA Others Total 2010 1,778 585 484 100 189 2,802 5,703 11,641 % 15 5 4 1 2 24 49 2009 1,551 666 492 66 183 2,993 5,041 100 10,992 % 14 6 4 1 2 27 46 100 2010 223 144 23 2,902 503 1,622 1,005 6,422 % 4 2 – 45 8 25 16 100 2009 187 145 26 2,753 514 1,658 932 6,215 % 3 2 – 44 8 27 16 100 2008 91 133 22 2,580 376 1,638 830 5,670 % 2 2 – 46 7 29 14 100 1 Sales by location of third party customer 2 Excluding deferred tax assets, defined benefit pension assets and derivative financial assets No single customer accounted for 10% or more of Syngenta’s total sales. Syngenta Financial Report 2010 2009 Operational efficiency cash costs of US$98 million included US$15 million for site closure costs in NAFTA, US$18 million for further outsourcing of information systems and US$55 million for the global back office operations project across Crop Protection and Seeds. 53 Integration and acquisition costs of US$28 million related mainly to the Goldsmith and Yoder acquisitions made in 2008 and to the continued integration and synergy program of the Fischer group. Non-cash restructuring and impairment costs included US$17 million of reversal of inventory step-up related mainly to the Goldsmith acquisition, US$16 million of available-for-sale financial asset impairments and US$16 million of fixed asset write-offs. Divestment and other non-cash restructuring gains included US$9 million related to the sale of an available-for-sale financial asset, US$10 million from the recognition of a reimbursement receivable for a product right impairment and US$7 million of negative goodwill realized on the Goldsmith acquisition. 7. Income taxes Income before taxes from continuing operations for the years ended December 31, 2010 and 2009 consists of the following: (US$ million) Switzerland Foreign Total income before taxes and non- controlling interests 2010 587 1,090 2009a 1,113 581 1,677 1,694 Income tax (expense)/benefit on income from continuing operations for the years ended December 31, 2010 and 2009 consists of the following: (US$ million) Current income tax (expense) Switzerland Foreign Total current income tax (expense) Deferred income tax (expense)/benefit Switzerland Foreign Total deferred income tax (expense)/benefit Total income tax (expense) Switzerland Foreign Total income tax (expense) 2010 2009a (87) (200) (287) (38) 50 12 (125) (150) (275) (32) (160) (192) (173) 82 (91) (205) (78) (283) a After effect of accounting policy change for post-employment benefits described in Note 2 6. Restructuring and impairment Restructuring and impairment for the years ended December 31, 2010 and 2009 consists of the following: (US$ million) Cash costs Operational efficiency programs: Charged to provisions Expensed as incurred Integration and acquisition costs: Charged to provisions Expensed as incurred Other restructuring programs: Charged to provisions Expensed as incurred Non-cash restructuring and impairment costs 2010 2009 48 53 – 19 3 11 63 22 76 3 25 – – 49 Divestment and other non-cash restructuring gains Total restructuring and impairment1 (19) 178 (26) 149 1 US$18 million (2009: US$17 million) is included within cost of goods sold and US$1 million (2009: US$2 million) is included within income/(loss) from associates and joint ventures 2010 During 2010, charges under the Operational Efficiency restructuring projects included US$54 million for the continuing standardization and consolidation of global back office operations across Crop Protection and Seeds and US$12 million for further outsourcing of information systems. Further operational efficiency charges included US$14 million largely to recognize synergies across the Flowers sites in the Seeds business, US$10 million for reorganizations in the Crop Protection businesses in Western Europe, US$8 million for restructuring at production and distribution sites in France and the US and US$3 million of other costs. Integration and acquisition costs of US$19 million were charged in relation to the 2010 acquisition of Maribo Seeds and for continuing integration relating to the earlier acquisitions of the Monsanto sunflower business, Goldsmith, Yoder and Pybas and Synergene. Other restructuring costs of US$14 million were charged largely for preliminary costs relating to the project to integrate the global commercial operations of Crop Protection and Seeds. Non-cash restructuring costs include US$18 million of reversal of inventory step-up relating to the acquisitions of Goldsmith in the US and Europe, the Monsanto sunflower business and the Pybas and Synergene lettuce companies, as well as US$3 million of other costs. Impairment costs include US$12 million of impairment of a site disposal receivable due to a decrease in expected proceeds from redevelopment, US$10 million for the impairment of a Crop Protection supply agreement, US$9 million of impairments of available-for-sale financial assets, US$4 million of impairment in the Professional Products market of the Crop Protection business, US$4 million of impairment of a site in the UK and other small impairments totaling US$3 million. Divestment gains of US$19 million were recognized on derecognition of the investment in the Greenleaf joint venture. As described in Note 3, Syngenta acquired the remaining 50% equity interest in Greenleaf during 2010. Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 54 7. Income taxes continued The components of current income tax (expense) on income from continuing operations for the years ended December 31, 2010 and 2009 are: (US$ million) The components of deferred income tax (expense)/benefit on income from continuing operations for the years ended December 31, 2010 and 2009 are: (US$ million) Current tax (expense) relating to current years Adjustments to current tax for prior periods Benefit of previously unrecognized tax losses Total current income tax (expense) 2010 (275) (19) 7 (287) Origination and reversal of temporary differences 2009 (209) 3 14 Changes in tax rates or legislation Benefit of previously unrecognized deferred tax assets Non recognition of deferred tax assets (192) Total deferred income tax (expense)/benefit 2010 (67) 20 88 (29) 12 2009a (137) 2 44 – (91) Income tax relating to OCI for the years ended December 31, 2010 and 2009 is as follows: a After effect of accounting policy change for post-employment benefits described in Note 2 (US$ million) Actuarial gains/(losses) Available-for-sale financial assets Cash flow and net investment hedges Foreign currency translation effects Total Pre-tax 50 4 120 146 320 2010 Tax (17) (1) (46) 27 (37) Post-tax Pre-tax 33 3 74 173 283 (98) (18) 72 260 216 The following tax was (charged)/credited to shareholders’ equity for the years ended December 31, 2010 and 2009: (US$ million) Current tax 1 Deferred tax 1 Total income tax (charged)/credited to equity 1 Current and deferred tax related to share based payments 2009a b Tax 32 1 (16) 49 66 Post-tax (66) (17) 56 309 282 2010 2009 – (1) (1) 6 10 16 Analysis of tax rate The table below represents the main elements causing Syngenta’s effective tax rate to differ from the statutory tax rate. Syngenta’s statutory rate consists of the domestic Swiss tax rate. Syngenta applies the domestic Swiss tax rate as it is more meaningful than using the weighted average tax rate. The main elements contributing to the difference between Syngenta’s applicable statutory tax rate and the effective tax rate on income from continuing operations for the years ended December 31, 2010 and 2009 are: Statutory tax rate Effect of income taxed at different rates Tax on share based payments Effect of other disallowed expenditures and income not subject to tax Effect of changes in tax rates and laws on previously recognized deferred tax assets Effect of recognition of previously unrecognized deferred tax assets on tax losses Effect of recognition of previously unrecognized deferred tax assets Effect of non-recognition of deferred tax assets Changes in prior year estimates and other items Effective tax rate a After effect of accounting policy change for post-employment benefits described in Note 2 b After reclassification of income taxes in OCI described in Note 2 2010 % 23 (3) 1 (1) (1) (1) (5) 1 2 16 2009 % 23 (4) 1 (3) – (3) – 1 2 17 Syngenta Financial Report 2010 The movements in deferred tax assets and liabilities during the year ended December 31, 2010 were as follows: 55 2010 (US$ million) Assets associated with: Inventories Accounts receivable Pensions and employee costs Provisions Unused tax losses Financial instruments, including derivatives Other Deferred tax assets Liabilities associated with: Property, plant and equipment Intangible assets Inventories Financial instruments, including derivatives Other provisions and accruals Other Deferred tax liabilities Net deferred tax asset/(liability) January 1 Recognized in net income Recognized in equity & OCI Currency translation effects Other movements & acquisitions December 31 375 107 202 221 42 33 59 1,039 (284) (262) (141) (64) (188) (41) (980) 59 45 (10) (55) (13) (7) (7) 7 (40) (13) (8) 18 17 (13) 51 52 12 2 – (15) – – (12) – (25) – – – (3) – 13 10 (15) – 5 (5) 2 3 – 3 8 (4) (11) (9) (2) (16) – (42) (34) 27 44 – 24 8 5 5 449 146 127 234 46 19 74 113 1,095 (1) 15 (1) (4) (38) (95) (124) (11) (302) (266) (133) (56) (255) (72) (1,084) 11 The movements in deferred tax assets and liabilities during the year ended December 31, 2009 were as follows: 2009 (US$ million)a Assets associated with: Inventories Accounts receivable Pensions and employee costs Provisions Unused tax losses Financial instruments, including derivatives Other Deferred tax assets Liabilities associated with: Property, plant and equipment Intangible assets Inventories Financial instruments, including derivatives Other provisions and accruals Other Deferred tax liabilities Net deferred tax asset/(liability) January 1 Recognized in net income Recognized in equity & OCI Currency translation effects Other movements & acquisitions December 31 342 74 179 219 30 46 57 947 (236) (327) (66) (53) (111) (41) (834) 113 (7) 17 (20) – – (4) 5 (9) (33) 82 (56) (8) (82) 15 (82) (91) 37 – 42 – – (7) – 72 – – – (3) – – (3) 69 2 16 1 2 12 – 2 35 (10) (2) (10) – 5 (12) (29) 6 1 – – – – (2) (5) (6) (5) (15) (9) – – (3) (32) (38) 375 107 202 221 42 33 59 1,039 (284) (262) (141) (64) (188) (41) (980) 59 a After effect of accounting policy change for post-employment benefits described in Note 2 Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 56 7. Income taxes continued The deferred tax assets and liabilities at December 31, 2010, 2009 and 2008 reconcile to the amounts presented in the consolidated balance sheet as follows: (US$ million) Deferred tax assets Adjustment to offset deferred tax assets and liabilities1 Adjusted deferred tax assets (US$ million) Deferred tax liabilities Adjustment to offset deferred tax assets and liabilities1 Adjusted deferred tax liabilities 2010 1,095 (271) 824 2010 (1,084) 271 (813) 2009a 1,039 (292) 747 2009a (980) 292 (688) 2008a 947 (326) 621 2008a (834) 326 (508) 1 Deferred tax assets and liabilities relating to income taxes levied by the same taxation authority on the same taxable entity or on entities which intend to settle current tax assets and liabilities on a net basis or to realize the assets and settle the liabilities simultaneously are offset for presentation on the face of the consolidated balance sheet where a legal right of set-off exists a After effect of accounting policy change for post-employment benefits described in Note 2 The gross value at December 31, 2010, 2009 and 2008 of unused tax loss carry forwards for which no deferred tax asset has been recognized, by expiration date, is as follows: (US$ million) One year Two years Three years Four years Five years More than five years No expiry Total 2010 2009 2008 7 – 2 14 23 407 8 461 24 9 20 13 19 694 41 820 7 7 23 4 18 537 61 657 The above losses consist mainly of US state tax loss carry forwards. The applicable tax rate for these US state tax carry forwards is 5% of the gross amounts. Deferred tax assets, other than those related to unused tax losses, are not subject to expiry. A deferred tax asset or liability has not been recognized at December 31, 2010, 2009 and 2008 on the following items: 8. Earnings per share Basic earnings per share amounts are calculated by dividing net income for the year attributable to ordinary shareholders of Syngenta AG by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share amounts are calculated by dividing the net income attributable to ordinary shareholders of Syngenta AG by the sum of the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares. Treasury shares are deducted from total shares in issue for the purposes of calculating earnings per share. The calculation of diluted earnings per share for the year ended December 31, 2010 excluded 373,365 (2009: 226,897) of Syngenta AG shares and options granted to employees, as their inclusion would have been antidilutive. (US$ million, except number of shares) 2010 2009a Net income attributable to Syngenta AG shareholders 1,397 1,408 2010 2009 2008 Weighted average number of shares Weighted average number of shares – basic 92,687,903 93,154,537 238 508 524 Adjustments for dilutive potential ordinary shares: (US$ million) Temporary differences for which no deferred tax assets have been recognized Temporary differences associated with investments in subsidiaries for which deferred tax liabilities have not been recognized There are no income tax consequences for Syngenta of paying a dividend to its shareholders. 620 516 158 Grants of options over Syngenta AG shares under employee share participation plans 417,807 478,964 Grants of Syngenta AG shares under employee share participation plans Weighted average number of shares – diluted 119,593 126,695 93,225,303 93,760,196 a After effect of accounting policy change for post-employment benefits described in Note 2 Syngenta Financial Report 2010 9. Trade and other accounts receivable Trade and other accounts receivable at December 31, 2010, 2009 and 2008 are as follows: (US$ million) Trade accounts receivable, gross Provision for doubtful receivables Total trade receivables, net 2010 2,814 (260) 2,554 2009 2,857 (351) 2,506 Movements in provisions for doubtful trade receivables for the years ended December 31, 2010, 2009 and 2008 were as follows: (US$ million) January 1 Amounts credited/(charged) to income Amounts written off Currency translation effects and other December 31 2010 (351) 43 54 (6) (260) 2009 (357) (12) 58 (40) (351) 57 2008 2,668 (357) 2,311 2008 (343) (90) 30 46 (357) The ages of trade and other receivables that were past due at December 31, 2010, 2009 and 2008 but not impaired, were as follows: 2010 (US$ million) Trade accounts receivable, gross Other receivables Provision for doubtful receivables Total 2009 (US$ million) Trade accounts receivable, gross Other receivables Provision for doubtful receivables Total 2008 (US$ million) Trade accounts receivable, gross Other receivables Provision for doubtful receivables Total Total past due 405 230 (194) 441 Total past due 502 162 (224) 440 Total past due 559 258 (222) 595 0–90 days 149 91 (17) 223 0–90 days 228 73 (14) 287 0–90 days 319 189 (32) 476 90–180 days More than 180 days 43 46 (14) 75 213 93 (163) 143 90–180 days More than 180 days 41 23 (14) 50 233 66 (196) 103 90–180 days More than 180 days 52 33 (20) 65 188 36 (170) 54 At the reporting date there are no indications that debtors whose accounts are neither overdue nor impaired will not meet their payment obligations. At December 31, 2010, original credit terms on US$127 million (2009: US$71 million; 2008: US$98 million) of receivables had been rescheduled. The amount of trade receivables transferred in full recourse factoring arrangements, but not derecognized is US$98 million (2009: US$102 million; 2008: US$76 million). The related liabilities are disclosed in Note 16. loss at December 31, 2010 was US$57 million (2009: US$72 million; 2008: US$103 million). These amounts represent Syngenta’s maximum exposure to credit risk relating to these types of trade receivables. Amounts charged to profit or loss in relation to these trade receivables for the years ended December 31, 2010, 2009 and 2008 were not material. Other accounts receivable of US$626 million (2009: US$558 million; 2008: US$479 million) include income taxes recoverable of US$70 million (2009: US$80 million; 2008: US$33 million). The fair value of trade receivables containing embedded exchange rate options that Syngenta has designated as at fair value through profit or Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 58 10. Other current assets Other current assets at December 31, 2010, 2009 and 2008 are as follows: (US$ million) Prepaid expenses Other Total 2010 175 48 223 2009 167 33 200 2008 156 34 190 Reversals of inventory provisions arise in the normal course of business when actual outcomes are more favorable than assumptions made in prior periods about Syngenta’s future ability to sell inventories subject to risks of degradation and obsolescence, such as germination of seeds. Movements in biological assets for the years ended December 31, 2010, 2009 and 2008 were as follows. These include amounts classified as other non-current assets. (US$ million) January 1 Changes in fair value 2008 Sales Currency translation effects and other December 31 2010 36 180 (178) (1) 37 2009 28 138 (134) 4 36 2008 25 126 (127) 4 28 Quantities of biological assets in inventories at December 31, 2010, 2009 and 2008 are: (millions of plants) Plants Cuttings (hectares cultivated) Growing crops 2010 2009 2008 84 591 95 82 481 12 90 364 – 11. Inventories Inventories at December 31, 2010, 2009 and 2008 are as follows: (US$ million) Raw materials and consumables1 Biological assets Work in progress1 Finished products1 Total 2010 710 34 828 2,272 3,844 2009 841 36 809 2,236 3,922 1,003 28 536 1,889 3,456 1 The classification of inventories between raw materials and consumables, work in progress and finished products has been changed from prior years to improve consistency in the use of the classifications globally. Corresponding amounts have been reclassified to conform to the current year presentation (US$ million) 2010 2009 2008 Cost of inventories against which provisions have been made Inventories carried at fair value less costs to sell 718 408 526 264 449 206 Movements in provisions for inventories for the years ended December 31, 2010, 2009 and 2008 were as follows: (US$ million) January 1 Additions charged to income Reversals of inventory provisions Amounts utilized on disposal of related inventories Currency translation effects and other December 31 2010 (298) (245) 30 2009 (271) (220) 30 105 98 64 (344) 65 (298) 2008 (261) (140) 31 90 9 (271) Syngenta Financial Report 2010 12. Property, plant and equipment Movements in property, plant and equipment for the year ended December 31, 2010 were as follows: 59 2010 (US$ million) Cost January 1 Additions Disposals Transfers between categories Currency translation effects and other December 31 Accumulated depreciation and impairment losses January 1 Depreciation charge Impairment losses Depreciation on disposals Currency translation effects and other December 31 Net book value – December 31 Insured value – December 31 Land Buildings Machinery and equipment Assets under construction 133 3 – 11 6 153 – – – – – – 153 1,646 3,532 30 (24) 50 38 202 (70) 332 61 1,740 4,057 (871) (57) (4) 20 (20) (932) 808 (2,179) (216) (1) 60 (27) (2,363) 1,694 477 212 – (393) 13 309 – – – – – – 309 Total 5,788 447 (94) – 118 6,259 (3,050) (273) (5) 80 (47) (3,295) 2,964 7,530 Additions to property, plant and equipment of US$447 million (2009: US$709 million) comprise US$396 million (2009: US$652 million) of cash purchases, US$11 million (2009: US$28 million; 2008: US$14 million) due to business combinations and US$40 million (2009: US$29 million) of other additions, including initial recognition of finance leases and capitalized borrowing costs. The net book value of property, plant and equipment accounted for as finance lease assets at December 31, 2010 was US$160 million (2009: US$101 million; 2008: US$47 million) of which US$50 million (2009: US$60 million; 2008: US$47 million) is classified as Machinery and equipment and US$110 million (2009: US$41 million; 2008: US$nil) is classified as Assets under construction. Movements in property, plant and equipment for the year ended December 31, 2009 were as follows: 2009 (US$ million) Cost January 1 Additions Disposals Transfers between categories Currency translation effects and other December 31 Accumulated depreciation and impairment losses January 1 Depreciation charge Impairment losses Depreciation on disposals Currency translation effects and other December 31 Net book value – December 31 Insured value – December 31 Land Buildings Machinery and equipment Assets under construction 105 21 (1) 9 (1) 1,478 3,213 42 (19) 55 90 212 (154) 133 128 133 1,646 3,532 – – – – – – 133 (781) (2,048) (55) (4) 14 (45) (871) 775 (188) (2) 145 (86) (2,179) 1,353 221 434 – (197) 19 477 – – – – – – 477 Total 5,017 709 (174) – 236 5,788 (2,829) (243) (6) 159 (131) (3,050) 2,738 6,585 Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 60 13. Intangible assets Movements in intangible assets for the year ended December 31, 2010 were as follows: 2010 (US$ million) Cost January 1 Additions from business combinations Other additions Disposals Currency translation effects December 31 Accumulated amortization and impairment losses January 1 Amortization charge Impairment losses Disposals Currency translation effects December 31 Net book value, December 31 Goodwill Product rights Trademarks Patents Software Other intangibles 1,617 3,082 51 – (4) 13 – 44 (29) 100 1,677 3,197 (322) – (5) 2 (4) (1,730) (160) 1 23 (67) (329) 1,348 (1,933) 1,264 82 11 – – 3 96 (27) (5) – – (1) (33) 63 84 – 2 – 5 91 (43) (4) – – (3) (50) 41 313 – 39 – 32 384 (187) (34) (1) – (18) (240) 144 Total 5,675 91 89 (135) 163 5,883 497 29 4 (102) 10 438 (264) (2,573) (32) (10) 99 (4) (211) 227 (235) (15) 124 (97) (2,796) 3,087 Other additions in 2010 and 2009 include intangible assets arising from license agreements involving non-monetary exchanges or where the cash flows related to the acquisition of the asset are payable over several years. Cash paid to acquire intangible assets was US$118 million (2009: US$97 million). Amortization is included partly within cost of goods sold and partly within general and administrative expenses. Other intangibles consist principally of values assigned to leases, supply contracts and customer relationships acquired in business combinations. Movements in intangible assets for the year ended December 31, 2009 were as follows: 2009 (US$ million) Cost January 1 Additions from business combinations Other additions Currency translation effects and reclassifications December 31 Accumulated amortization and impairment losses January 1 Amortization charge Impairment losses Currency translation effects and reclassifications December 31 Net book value, December 31 Goodwill Product rights Trademarks Patents Software Other intangibles 1,559 2,956 44 – 14 32 55 39 1,617 3,082 (318) – – (4) (322) 1,295 (1,552) (152) (11) (15) (1,730) 1,352 58 16 – 8 82 (21) (5) – (1) (27) 55 70 (11) – 25 84 (37) (7) – 1 (43) 41 266 – 37 10 313 (154) (27) – (6) (187) 126 486 30 5 (24) 497 (230) (27) – (7) (264) 233 Total 5,395 111 97 72 5,675 (2,312) (218) (11) (32) (2,573) 3,102 Syngenta Financial Report 2010 14. Other non-current financial assets Other non-current financial assets at December 31, 2010, 2009 and 2008 are as follows: (US$ million) Equity securities available-for-sale Other non-current receivables Defined benefit pension asset Investments in associates and joint ventures Total 2010 43 204 147 124 518 2009 51 209 25 115 400 2008 117 148 26 134 425 None of Syngenta’s investments in associates and joint ventures are publicly quoted. At December 31, 2010, these investments consist mainly of US$59 million (2009: US$49 million; 2008: US$66 million) for a 50% ownership of CIMO Compagnie Industrielle de Monthey SA, Switzerland, US$35 million (2009: US$35 million; 2008: US$36 million) for the 49% ownership of Sanbei Seeds Co. Ltd., China and US$25 million (2009: US$26 million; 2008: US$23 million) for a 40% ownership of Maisadour Semences SA, France. Income statement effects are not significant for the above associates and joint ventures. Syngenta’s 2010 share of income from associates and joint ventures relates mainly to Greenleaf Genetics LLC, which became a Syngenta subsidiary on November 8, 2010. Changes in equity securities classified as available-for-sale for the years ended December 31, 2010, 2009 and 2008 were as follows: 61 (US$ million) January 1 Changes in fair value Disposals Impairments Additions and currency translation effects December 31 2010 51 4 (11) (9) 8 43 2009 117 (18) (50) (7) 9 51 2008 131 9 (4) (37) 18 117 15. Trade accounts payable The contractual maturities of trade accounts payable at December 31, 2010, 2009 and 2008 are as follows: (US$ million) 2010 2009 2008 Total 2,590 2,468 2,240 0–90 days 1,645 1,476 1,612 90–180 days 180 days– 1 year 274 174 59 671 818 569 Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 62 16. Current financial debt Current financial debt at December 31, 2010, 2009 and 2008 is as follows: (US$ million) Bank and other financial debt Receivables factored with recourse Current portion of financial debt (Note 18) Total The table below shows additional information related to short-term borrowing at December 31, 2010: 2010 218 98 676 992 2009 176 102 3 281 2008 112 76 23 211 2010 (US$ million) Bank and other financial debt Receivables factored with recourse Current portion of financial debt (Note 18) Total 2009 2008 Amount outstanding at December 31, 2010 Weighted average interest on outstanding balance Average outstanding amount for the year Weighted average interest on average outstanding amount Maximum month-end amount during the year 218 98 676 992 2.1% 6.8% 4.1% 3.9% 1.8% 4.4% 231 83 233 547 1.2% 6.8% 4.1% 3.3% 514 111 698 Syngenta has a committed, revolving, multi-currency, syndicated credit facility of US$1,200 million (the “Credit Facility”), which matures in 2013. 17. Other current liabilities Other current liabilities at December 31, 2010, 2009 and 2008 consist of the following: As of December 31, 2010, Syngenta has no borrowings outstanding under this facility. The Credit Facility provides that the interest rate is based on either LIBOR or EURIBOR, depending upon the currency of the underlying borrowing, plus a margin and mandatory costs. In addition to interest payments, Syngenta is obligated to pay certain variable commitment fees based upon its long-term credit rating ranging from 0.03% to 0.06% per annum of the unused amount throughout the term of the facility. The contractual maturities of current financial debt at December 31, 2010, 2009 and 2008 are as follows: (US$ million) Accrued short-term employee benefits Taxes other than income taxes Accrued interest payable Accrued utility costs Social security and pension contributions Other payables (US$ million) 2010 2009 2008 Total 992 281 211 0–90 days 207 130 69 Total 11 12 12 774 139 130 90–180 days 180 days– 1 year Other accrued expenses 2010 288 72 55 48 57 165 161 846 2009 263 88 57 51 61 123 184 827 2008 322 72 41 42 46 146 165 834 The maturities of other current liabilities are as follows. For liabilities without a contractual maturity date, the analysis represents estimated timing of cash outflow. (US$ million) 2010 2009 2008 Total 846 827 834 0–90 days 589 484 505 90–180 days 180 days– 1 year 157 180 246 100 163 83 Syngenta Financial Report 2010 19. Provisions Provisions at December 31, 2010, 2009 and 2008 are as follows: 63 18. Financial debt and other non-current liabilities Financial debt and other non-current liabilities at December 31, 2010, 2009 and 2008 are as follows: (US$ million) 4.125% Eurobond 2011 4.000% Eurobond 2014 4.125% Eurobond 2015 US private placement notes 3.375% CHF domestic bond 2013 3.500% CHF domestic bond 2012 2010 667 673 669 270 531 399 2009 719 714 718 261 482 361 2008 702 – 699 274 469 352 Unsecured bond issues and US private placement notes 3,209 3,255 2,496 Liabilities to banks and other financial institutions Finance lease obligations Total financial debt (including current portion) Less: current portion of financial debt (Note 16) Non-current derivative financial liabilities Other non-current liabilities and deferred income Total 4 48 16 35 14 37 3,261 3,306 2,547 (676) 76 (3) 65 (23) 125 (US$ million) Restructuring provisions Employee benefits: Pensions (Note 22) Other post-retirement benefits (Note 22) Other long-term employee benefits Environmental provisions (Note 25) Provisions for legal and product liability settlements (Note 25) Other provisions Total Current portion of: Restructuring provisions Employee benefits Environmental provisions Provisions for legal and product liability settlements Other provisions 2010 57 203 97 60 393 193 109 2009a 44 414 83 59 405 196 129 2008a 102 351 94 50 432 199 129 1,112 1,330 1,357 40 24 63 25 76 26 76 48 14 50 228 884 1,112 214 1,116 1,330 70 91 59 15 10 245 1,112 1,357 125 2,786 159 3,527 220 Total current provisions 2,869 Total non-current provisions Total Other non-current liabilities and deferred income relate to license agreements with several counterparties. Related cash flows of US$9 million (2009: US$45 million; 2008: US$76 million) are payable between one and four years and US$116 million of deferred income at December 31, 2010 (2009: US$114 million; 2008: US$144 million) will be recognized in income as related licensed product sales occur. The weighted average interest rate on non-current bank and other financial debt was 4.1% per annum (2009: 4.9% per annum; 2008: 5.3% per annum). The weighted average interest rate on the combined current and non-current bank and other financial debt was 4.0% per annum (2009: 4.2% per annum; 2008: 5.1% per annum). The weighted average interest rate includes the cost of financing emerging market borrowings. Interest paid on non-current financial debt was US$121 million (2009: US$98 million). All non-current debt ranks equally. During 2009, Syngenta issued a Euro denominated bond with principal amount of EUR 500 million. The bond has a maturity of June 2014 and a coupon rate of 4.00%. a After effect of accounting policy change for post-employment benefits described in Note 2 The timing of payment in respect of non-current provisions is, with few exceptions, not contractually fixed and cannot be estimated with certainty. Key assumptions and sources of estimation uncertainty are discussed in Note 2. In some cases Syngenta will seek reimbursement, most commonly in relation to environmental issues where contamination may have been caused when a manufacturing site was under previous ownership. Syngenta has recognized a receivable for the reimbursement when recovery is judged to be virtually certain. At December 31, 2010, Syngenta recognized US$38 million (2009: US$41 million; 2008: US$40 million) in “Other non-current financial assets” in respect of expected reimbursements. Significant legal proceedings are discussed in Note 25 below. With regards to those proceedings other than those settled in 2010, and where Syngenta is defendant in the case and subject to potential financial damages, there has been no material change in Syngenta’s view of the probable outcome during 2010. There can, however, be no guarantee that the ultimate outcome will be in line with Syngenta’s current view. Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 64 19. Provisions continued Movements in provisions during the year ended December 31, 2010 were as follows: (US$ million) Restructuring provisions: Employee termination costs Other third party costs Employee benefits: Pensions Other post-retirement benefits Other long-term employee benefits Environmental provisions Provisions for legal and product liability settlements Other provisions Total January 1 Charged to income Release of provisions credited to income Payments Reclassi- fications Actuarial (gains)/losses Currency translation effects December 31 28 16 414 83 59 405 196 129 45 9 82 9 6 36 59 27 (3) – (7) – (1) (30) (42) (37) (31) (7) – – (335) 109 (12) (8) (38) (26) (11) 1 3 – 3 (1) 115 – – (66) 16 – – – – (50) – – 6 – 1 20 3 2 32 39 18 203 97 60 393 193 109 1,112 1,330 273 (120) (468) Provisions for employee termination costs include severance, pension and other costs directly related to these employees. Provisions for other third party costs principally include payments for early termination of contracts with third parties related to redundant activities. Other provisions mainly comprise provisions for long-term contractual obligations under license agreements. 20. Share capital Each Syngenta ordinary share carries one vote at the shareholders’ meetings of Syngenta. Voting rights may be exercised only after a shareholder has been registered in Syngenta’s share register. Registration as a shareholder with voting rights is subject to certain declarations on the ownership of Syngenta shares. The number of ordinary shares of par value CHF 0.10 that were authorized, issued and outstanding at, and the movements during the years ended December 31, 2010, 2009 and 2008, were as follows. The Board of Directors of Syngenta AG is authorized to increase the share capital through issuance of a maximum of 9,459,985 ordinary shares. This authority expires on April 20, 2012. (Millions of shares) January 1 Cancellation of treasury shares Share repurchases Issue of ordinary shares under employee share purchase and option plans December 31 2010 2009 Shares in issue Treasury shares held Shares in issue Treasury shares held 94.6 – – – 94.6 (1.6) – (1.3) 0.5 (2.4) 97.0 (2.4) – – 94.6 (4.0) 2.4 (0.6) 0.6 (1.6) At December 31, 2010 and 2009 Syngenta had no open options accounted for as equity instruments. Syngenta Financial Report 2010 65 21. Non-cash items included in income before taxes The following table analyzes non-cash items included in income before taxes for the years ended December 31, 2010 and 2009: (US$ million) 2010 2009a Depreciation, amortization and impairment of: Property, plant and equipment (Note 12) Intangible assets (Note 13) Financial assets Deferred revenue and gains Gains on disposal of non-current assets Charges in respect of share based compensation Charges in respect of provisions (Note 19) Income in respect of reimbursements of provisions Net financial expenses Gains on hedges reported in operating income Share of net loss/(gain) from associates Total 278 250 21 (36) (20) 66 153 – 141 (23) (25) 805 249 229 8 (47) (23) 64 106 (15) 122 (81) 3 615 a After effect of accounting policy change for post-employment benefits 22. Post-employment benefits Syngenta has, apart from legally required social security arrangements, numerous independent pension plans, which are either “defined contribution” plans where the company contribution and resulting benefit costs are a set percentage of employees’ pay or “defined benefit” plans where benefits are based on employees’ length of service and pensionable pay. Syngenta’s contributions to defined contribution plans were US$26 million for the year ended December 31, 2010 (2009: US$33 million; 2008: US$25 million). A receivable of US$20 million (2009: US$16 million; 2008: nil) has been recognized, representing Syngenta’s share of excess contributions paid in prior years to its defined contribution plan in Brazil, following regulatory changes in 2009 that confirmed Syngenta’s right to reduce its future contributions to the plan by this amount. Approximately 43% of employees are members of defined benefit plans and a significant proportion of these are members of both defined benefit and defined contribution plans. All of the major plans are funded through legally separate trustee administered funds. The cash funding of the plans, which may from time to time involve special payments, is designed to ensure that present and future contributions should be sufficient to meet future liabilities. Syngenta’s main defined benefit pension plans are in the UK, Switzerland and the USA. The defined benefit section of Syngenta’s UK pension fund was closed to new members effective January 1, 2002, but the majority of members still have defined benefit rights based on their final pensionable pay. At retirement date, members have the right to take up to 25% of the value of their benefits as a lump sum. The balance is paid as an annuity. The trustee of the fund is required by UK law and the fund rules to increase pensions in payment and accrued deferred pension rights each year by the lower of 5% and price inflation, as measured by the UK Retail Price Index (RPI) or Consumer Price Index (CPI), as applicable. Employer contributions must be agreed between Syngenta and the trustee at each statutory valuation date, which is at least every three years, and remain binding until re-assessed in the following valuation. The solvency of the fund, defined as its ability to pay benefits as they fall due, is guaranteed by the sponsoring subsidiary, Syngenta Ltd. Syngenta AG has irrevocably and unconditionally undertaken to ensure Syngenta Ltd. will honor that guarantee. Syngenta’s Swiss pension plan contains a cash balance benefit formula, accounted for as a defined benefit plan. Employer contributions are defined in the pension fund rules in terms of an age related sliding scale of percentages of pay. Under Swiss law, Syngenta AG guarantees the vested benefit amount as confirmed annually to members. Interest may be added to member balances at the trustees’ discretion. At retirement date, members have the right to take their retirement benefit as a lump sum, an annuity or part as a lump sum with the balance converted to a fixed annuity at the rates defined in the fund rules. The trustees may increase the annuity at their discretion subject to the plan’s funded status including sufficient free funds as determined according to Swiss statutory valuation rules. Syngenta’s main US defined benefit pension plan was closed to new members with effect from January 1, 2009. Employees joining after that date join a defined contribution pension plan. The defined benefits of existing members were not affected by this change. The defined benefit plan offers members the choice of taking all their retirement benefits, which are based on the average pay of the final ten years’ service, as a lump sum or as a fixed annuity at retirement date. Employer contributions are made based on US pension funding regulations, in the form of lump sums. In these financial statements, the benefit obligation has been valued assuming that current employees will take the lump sum option at normal retirement or leaving date. Under current market conditions, this values the benefit obligation at a higher amount than would result assuming the annuity option is taken. The status of Syngenta’s defined benefit plans at December 31, 2010, 2009 and 2008 using actuarial assumptions determined in accordance with IAS 19 is summarized below. Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 66 22. Post-employment benefits continued The following tables provide reconciliations of benefit obligations, plan assets and funded status of the defined benefit pension plans to the amounts recognized in the consolidated balance sheet at December 31, 2010, 2009 and 2008: (US$ million) Benefit obligations January 1 Current service cost Employee contributions Interest cost Actuarial (gain)/loss Benefit payments Currency translation effects and other December 31 Of which arising from: Funded plans Wholly unfunded plans (US$ million) Plan assets at fair value At January 1 Actual return on plan assets Employer contributions Employee contributions Benefit payments Currency translation effects and other December 31 Actual return on plan assets can be analyzed as follows: (US$ million) Expected return on plan assets Actuarial gain/(loss) Total (US$ million) Funded status Unrecognized past service gain Limitation on recognition of surplus due to uncertainty of obtaining future benefits Net accrued benefit liability Amounts recognized in the balance sheet: Prepaid benefit costs (Note 14) Accrued benefit liability Net amount recognized 2010 2009 2008 4,714 3,882 4,713 87 32 211 191 (201) 82 5,116 4,969 147 73 35 211 469 (180) 224 93 26 195 (354) (193) (598) 4,714 3,882 4,565 149 3,742 140 2010 2009 2008 4,340 3,556 4,669 513 342 32 (201) 87 5,113 2010 221 292 513 2010 (3) (21) (38) (62) 2010 147 (209) (62) 570 148 35 (180) 211 (456) 140 26 (193) (630) 4,340 3,556 2009 212 358 570 2009a (374) (24) – (398) 2009a 25 (423) (398) 2008 222 (678) (456) 2008a (326) (27) – (353) 2008a 26 (379) 353 Of the accrued benefit liability for pensions of US$209 million at December 31, 2010, US$203 million is included in Note 19 as pension provisions and US$6 million as restructuring provisions (2009: US$414a million as pension and US$9 million as restructuring; 2008: US$351a million as pension and US$28 million as restructuring). a After effect of accounting policy change for post-employment benefits described in Note 2 Syngenta Financial Report 2010 Syngenta’s estimate of the benefit payments to be made in future periods is given in the table below. Actual payments may differ from those shown, because of future events, including members’ choice of benefit options as described above. (US$ million) 2011 2012 2013 2014 2015 Years 2016–2020 Total 2011–2020 234 238 260 272 284 1,592 2,880 Syngenta determines the expected long-term rate of return on pension plan assets separately for each asset category held within each of the major defined benefit pension funds that it sponsors. The rate of return assumption for each fund is determined after taking into account the investment performance benchmarks set by the governing body of the pension fund. Both historical rates of return and future investment outlook are considered. 67 Syngenta’s estimate of employer contributions to be paid to defined benefit plans in 2011 is US$40 million. Actual payments could differ materially from the above estimate if any new funding regulations or laws are enacted or due to business and market conditions during 2011. In accordance with UK pension regulations, deficit recovery contributions were agreed with the UK pension plan Trustee in the March 2009 valuation at US$31 million per year to 2019. At the balance sheet date US$100 million of these contributions have been prepaid. Additional contingent contributions of up to US$16 million per year will also be paid at three yearly intervals during this period if the actual percentage return on the plan assets is less than the agreed assumption. Actual percentage return on plan assets (in 2009 and 2010) has exceeded that contained within the agreement. The deficit recovery contributions are due to be reviewed by the Trustees upon full actuarial valuation in March 2012. The expected long-term rates of return on the assets and the fair values of the assets and liabilities of the major defined benefit pension plans, together with aggregated data for other defined benefit plans are as follows. Expected rate of return used for income statement (%) Fair value at December 31, (US$ million) USA Switzerland USA Other plans Total 2010 Equities Real estate Bonds Other assets Cash and cash equivalents Fair value of assets Benefit obligation Discount rate (%) Funded status 2009 Equities Real estate Bonds Other assets Cash and cash equivalents Fair value of assets Benefit obligation Discount rate (%) Funded status Switzerland 6.0 3.5 2.5 5.5 0.3 3.8 UK 7.1 – 5.3 6.2 0.5 6.3 Switzerland 6.0 3.5 2.5 5.5 1.8 4.0 UK 7.1 – 5.6 6.4 1.0 6.4 8.5 8.0 6.0 7.0 3.0 7.0 8.5 – 6.0 7.0 3.5 7.0 343 174 886 386 47 297 120 669 356 40 UK 833 – 632 714 167 UK 744 – 631 559 106 1,836 2,346 225 5,113 100 (1,736) (2,328) (666) (386) (5,116) 2.8 100 5.4 18 5.3 40 (161) 4.4 (3) Expected rate of return used for income statement (%) Fair value at December 31, (US$ million) USA Switzerland USA Other plans Total 44 – 42 137 2 1,417 174 1,836 1,415 271 55 – 140 13 2 1,252 120 1,702 1,089 177 197 – 276 178 55 706 156 – 262 161 29 608 % 28 3 36 28 5 % 29 3 39 25 4 1,482 2,040 210 4,340 100 (1,458) (2,284) (596) (376) (4,714) 3.3 24 5.6 (244) 5.9 12 4.9 (374) (166) Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 68 22. Post-employment benefits continued Fair value at December 31, (US$ million) 2008 Equities Real estate Bonds Other assets Cash and cash equivalents Fair value of assets Benefit obligation Discount rate Funded status Switzerland 248 90 476 349 57 UK 589 – 459 552 31 1,220 1,631 USA Other plans 95 – 250 147 26 518 Total 973 90 1,318 1,059 116 % 27 3 37 30 3 41 – 133 11 2 187 3,556 100 (1,384) (1,633) (535) (330) (3,882) 3.5 (164) 6.2 (2) 6.1 (17) (143) 5.2 (326) The following table provides an analysis of the benefit costs recorded in the consolidated income statement for the defined benefit pension plans for the years ended December 31, 2010 and 2009. (US$ million) Current service cost Interest cost Expected return on plan assets Net periodic benefit cost Amounts recognized in OCI were as follows for the years ended December 31, 2010 and 2009: (US$ million) Amounts recognized during the period: Actuarial (gains)/losses Funded surplus not recognized/(recognized) as an asset Cumulative actuarial (gains)/losses recognized at December 31 2010 87 211 (221) 77 2009a 73 211 (212) 72 2010 2009a (101) 35 111 – 1,019 1,103 The defined benefit obligation, plan assets, funded status, changes in actuarial assumptions, and experience adjustments compared to the actuarial assumptions for the years ended December 31, 2006 to 2010 for pensions are as follows: (US$ million) Benefit obligation Plan assets Funded deficit Changes in actuarial assumptions Experience adjustments (increasing)/reducing plan liabilities Experience adjustments on plan assets: actual returns greater/(less) than expected Total 2010 (5,116) 5,113 (3) (201) 11 292 102 2009 (4,714) 4,340 (374) (537) 68 358 (111) 2008 (3,882) 3,556 (326) 412 (58) (678) (324) 2007 (4,713) 4,669 (44) 200 (82) 64 182 2006 (4,548) 4,249 (299) 22 (5) 49 66 The following tables give the weighted-average assumptions used to calculate the benefit cost and benefit obligation for defined benefit plans: Weighted-average assumptions: benefit cost for the year ended December 31 Discount rate Rate of increase in pensionable pay Expected return on plan assets Weighted-average assumptions: benefit obligation as at December 31 Discount rate Rate of compensation increase Mortality assumptions are discussed in Note 2 under “critical accounting estimates”. a After effect of accounting policy change for post-employment benefits described in Note 2 2010 % 4.8 2.8 5.4 2009 % 4.9 2.8 2009 % 5.1 2.8 5.6 2008 % 5.2 2.8 2010 % 4.4 3.0 Syngenta Financial Report 2010 23. Employee share participation plans Employee and management share participation plans exist as follows. All plans are equity-settled except where stated. 69 Syngenta Long-Term Incentive Plan (LTI) The Syngenta Long-Term Incentive Plan provides selected executives and key employees of Syngenta with the opportunity to obtain the right to purchase shares of Syngenta. The grant of options for Syngenta shares is at the discretion of the Compensation Committee, whose members are appointed by the Board of Directors of Syngenta. Other post-retirement benefits Syngenta’s net liability for other post-retirement benefits at December 31, 2010 was US$97 million (December 31, 2009: US$83a million December 31, 2008: US$94a million), which comprised a defined benefit obligation of US$211 million (2009: US$187 million; 2008: US$186 million), plan assets of US$114 million (2009: US$102 million; 2008: US$87 million) and immaterial amounts of unrecognized past service cost. Cumulative actuarial losses recognized in OCI were US$117 million (2009: US$101a million; 2008: US$114a million) and amounts recognized in OCI for the period were losses of US$16 million (2009: US$13a million gain). Expense recognized in the consolidated income statement, contributions to the plan and benefit payments by the plan were not material for 2010 and 2009. The assumed healthcare cost trend rate at December 31, 2010 was 7.5%, decreasing in each successive year from 2010 onwards, to reach an ultimate rate of 5.0% in 2017 (December 31, 2009: 8.0% decreasing to 5.0% in 2016; December 31, 2008: 8.0% decreasing to 5.0% in 2015). a After effect of accounting policy change for post-employment benefits Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 70 23. Employee share participation plans continued The following table sets out share option activity under this plan during 2009 and 2010, including the equivalent American Depositary Shares (ADS) that are offered to Syngenta employees in the USA, and summarizes information about share options outstanding at December 31, 2010 and 2009. Outstanding at January 1 Exercise price (CHF) Granted Exercised Forfeited (thousands of options) Outstanding at December 31 Exercisable Remaining contractual life (years) Year ended December 31, 2009 Awarded in 2001 Awarded in 2002 Awarded in 2002 Awarded in 2002 Awarded in 2003 Awarded in 2003 Awarded in 2004 Awarded in 2004 Awarded in 2005 Awarded in 2006 Awarded in 2007 Awarded in 2008 Awarded in 2009 76.5 83.7 98.0 98.0 59.7 59.7 89.3 89.3 127.4 185.0 226.7 301.5 233.4 17.9 11.0 42.5 19.5 70.0 56.5 153.5 84.2 207.0 254.2 227.3 231.3 – Total for year ended December 31, 2009 1,374.9 Year ended December 31, 2010 Awarded in 2001 Awarded in 2002 Awarded in 2002 Awarded in 2002 Awarded in 2003 Awarded in 2003 Awarded in 2004 Awarded in 2004 Awarded in 2005 Awarded in 2006 Awarded in 2007 Awarded in 2008 Awarded in 2009 Awarded in 2010 76.5 83.7 98.0 98.0 59.7 59.7 89.3 89.3 127.4 185.0 226.7 301.5 233.4 283.7 9.2 2.2 23.6 17.5 54.5 41.1 110.7 58.1 135.2 180.5 215.3 224.8 377.4 – Total for year ended December 31, 2010 1,450.1 – – – – – – – – – – – – 382.5 382.5 – – – – – – – – – – – – – 167.3 167.3 (8.7) (8.8) (18.9) (2.0) (15.5) (15.4) (41.4) (26.1) (71.2) (73.0) (5.2) – – – – – – – – (1.4) – (0.6) (0.7) (6.8) (6.5) (5.1) 9.2 2.2 23.6 17.5 54.5 41.1 110.7 58.1 135.2 180.5 215.3 224.8 377.4 9.2 2.2 23.6 17.5 54.5 41.1 110.7 58.1 135.2 180.5 14.8 13.3 6.0 (286.2) (21.1) 1,450.1 666.9 (9.2) (0.8) (7.8) (8.2) (16.4) (13.4) (26.9) (8.5) (43.6) (54.5) (66.3) (1.2) (3.1) – (259.9) – – – – (0.5) – (0.9) – (0.8) (1.0) (2.4) (16.6) (21.0) (2.7) (45.9) – 1.4 15.8 9.3 37.6 27.7 82.9 49.6 90.8 125.0 146.6 207.0 353.3 164.6 – 1.4 15.8 9.3 37.6 27.7 82.9 49.6 90.8 125.0 146.6 12.9 11.4 2.2 1,311.6 613.2 1.00 1.25 2.25 3.25 3.25 4.25 4.25 5.25 5.25 6.25 7.25 8.25 9.25 – 0.25 1.25 2.25 2.25 3.25 3.25 4.25 4.25 5.25 6.25 7.25 8.25 9.25 All fully vested options are exercisable. The exercise prices are equal to either the weighted average share price on the SIX Swiss Exchange for the five business days preceding the grant date, or the share price on the SIX at the grant date. The Compensation Committee determines which of the two exercise prices are used for each grant year. Options over ADSs are priced at one-fifth of the exercise price of a Swiss option, converted to US dollars at the exchange rate at the grant date, which may vary from the exchange rate at the exercise date. Standard options vest in full and are exercisable after completion of three years service and terminate after 10 or 11 years from the grant date. Vesting can occur after less than three years in particular circumstances including redundancy and retirement. None of the options vest on a pro rata basis during the vesting period. The Long-Term Incentive Plan also grants selected executives and key employees of Syngenta restricted share units (RSUs) (or equivalent restricted ADSs for relevant Syngenta employees in the USA). RSUs (or equivalent restricted ADSs) are rights to receive the equivalent number of Syngenta AG shares for no payment at the end of a three- year vesting period. RSUs do not carry rights to dividends. None of the RSUs or equivalent ADSs vest on a pro rata basis during the vesting period. Syngenta Financial Report 2010 The following table sets out RSU activity under this plan during 2010 and 2009 (including the equivalent restricted ADS for relevant Syngenta employees in the USA), and summarizes information about RSUs outstanding at December 31, 2010 and 2009. 71 RSUs Year ended December 31, 2009 Awarded in 2006 Awarded in 2007 Awarded in 2008 Awarded in 2009 Total for year ended December 31, 2009 Year ended December 31, 2010 Awarded in 2007 Awarded in 2008 Awarded in 2009 Awarded in 2010 Total for year ended December 31, 2010 Grant date fair value Outstanding at January 1 Granted Distributed Canceled (thousands of shares) Outstanding at December 31 Remaining life (CHF) 174.8 211.1 283.9 218.1 211.1 283.9 218.1 265.0 55.7 52.9 55.0 – 163.6 48.8 52.2 86.1 – 187.1 – – – 88.5 88.5 – – – 106.2 106.2 (55.7) (2.0) (1.8) (1.2) (60.7) (48.8) (1.7) (2.5) (3.1) – (2.1) (1.0) (1.2) (4.3) – (3.0) (4.8) (3.3) – 48.8 52.2 86.1 187.1 – 47.5 78.8 99.8 (56.1) (11.1) 226.1 (years) – 0.25 1.25 2.25 – 0.25 1.25 2.25 Syngenta Deferred Share Plan The Syngenta Deferred Share Plan provides selected senior executives with an opportunity to obtain shares of Syngenta. The plan entitles participants to defer part of their annual short-term incentive awards in favor of Syngenta shares and to receive matching shares according to the rules of the plan. The value of a deferred share and the corresponding matching share, at the time of grant, is the Syngenta share price at the time of grant adjusted for the absence of dividend entitlement during the deferral period. Shares are deferred for a period of three years starting on the grant date. At the end of the deferral period, Syngenta matches the deferred shares on a one-for-one basis. A mandatory part of the short-term incentive is allocated as Deferred Shares. Additional voluntary deferrals within the limits of the plan can be made at the discretion of the participants. Vesting can occur after less than three years in particular circumstances including redundancy and retirement. None of the shares vest on a pro rata basis during the vesting period. Share option valuation assumptions The fair value of options granted was measured using the Black- Scholes-Merton formula. The effect of early exercise has been incorporated into the model by using an estimate of the option’s expected life rather than its contractual life. The measurement of fair value was not adjusted for any other feature of the option grant and no option grant was subject to a market condition. The weighted average assumptions used in determining the fair value of options granted were as follows: Dividend yield Volatility Risk-free interest rate Expected life Exercise price (CHF per share) 2010 2.2% 23.6% 2.0% 7 years 283.7 2009 2.2% 23.8% 2.1% 7 years 233.4 The dividend yield and volatility are management estimates for the life of the option, as no warrants or options over Syngenta shares for this period are widely traded. Both actual dividend yield and volatility may vary from the assumptions used above. The estimate of volatility takes into account the historical volatility of the Syngenta share price, and the implied volatilities of such longer dated warrants that have been traded in the market. The volatility assumption for 2010, as measured at the time of grant, was based on the 120-month historical volatility of Syngenta AG shares on the SIX Swiss Exchange. Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 72 23. Employee share participation plans continued The following table sets out activity under this plan during 2010 and 2009 including the equivalent ADSs that are offered to Syngenta employees in the USA: Year ended December 31, 2009 Awarded in 2006 Awarded in 2007 Awarded in 2008 Awarded in 2009 Total for year ended December 31, 2009 Year ended December 31, 2010 Awarded in 2007 Awarded in 2008 Awarded in 2009 Awarded in 2010 Total for year ended December 31, 2010 Outstanding at January 1 Granted Distributed (thousands of shares) Outstanding at December 31 Remaining life (years) 28.4 25.1 31.2 – 84.7 23.0 29.0 57.5 – 109.5 – – – 59.0 59.0 – – – 22.4 22.4 (28.4) (2.1) (2.2) (1.5) – 23.0 29.0 57.5 (34.2) 109.5 (23.0) (2.6) (4.0) (0.7) – 26.4 53.5 21.7 (30.3) 101.6 – 0.25 1.25 2.25 – 0.25 1.25 2.25 At the end of the deferral period, employees would be entitled to the following additional shares: Other information regarding the plans is as follows: Grant date fair value (CHF) Thousands of shares Weighted average fair value of options granted in year (CHF per option) Weighted average share price at exercise date for options exercised during year (CHF per option) Fair value of shares granted in year: Deferred Share Plan (CHF per unit) – combined value of basic and matching share award Employee Share Purchase Plans (CHF per share) Employee Share Purchase Plan (US$ per ADS) 2010 2009 59.8 52.6 274.2 249.3 530.0 436.2 138.1 123.2 19.0 17.0 Cash received from exercise of options and subscription for shares (US$ million) 49 45 Syngenta has a policy of utilizing treasury shares to satisfy share option exercises and to meet share subscriptions and entitlements. Awarded in 2008 Awarded in 2009 Awarded in 2010 Total 283.9 218.1 265.0 26.4 53.5 21.7 101.6 None of these shares are vested as at December 31, 2010. Employee Share Purchase Plans Syngenta has Employee Share Purchase Plans in various countries, which entitle employees to subscribe for shares in Syngenta AG, at discounts from market value varying between 25% and 50%. Shares issued under the plans vest immediately and are subject to blocking periods of between two and three years, with the exception of the UK and Singapore plans, for which completion of three years service is required before vesting. Maximum annual subscription amounts per employee vary between US$600 and US$5,000. In 2010, a total of 88,995 (2009: 95,601; 2008: 108,141) shares were subscribed under these plans and settled through a release of treasury shares. Compensation expense The compensation expense associated with employee share participation plans, which is measured indirectly by reference to the fair value of the equity instruments granted, is as follows for the years ended December 31, 2010 and 2009: (US$ million) Long-Term Incentive Plan Deferred Share Plan Employee Share Purchase Plans Total 2010 2009 36 19 11 66 26 27 11 64 Syngenta Financial Report 2010 24. Transactions and agreements with related parties Key management personnel are defined as the members of the Syngenta Executive Committee and the Board of Directors. Their compensation was as follows for the years ended December 31, 2010 and 2009: (US$ million) Fees, salaries and other short-term benefits Post-employment benefits Share based compensation Total 2010 10 2 9 21 2009 11 2 11 24 The amount disclosed for share based compensation is the expense for the period calculated in accordance with IFRS 2, “Share Based Payment” and as described in Note 2, relating to key management personnel. The cost of a share based compensation award is spread over the vesting period of the award. Therefore the charge for each year comprises parts of that year’s awards and those of preceding years that had not already vested at the start of the year. Members of the Board, excluding the Chairman, are eligible for the share plan for non-executive Directors. The Directors define a percentage of their annual fee for compensation in shares and, in addition, choose between blocked shares or freely tradable shares. The Chairman receives a fixed part of his compensation in the form of blocked shares. The grant price of a share equals the weighted average market price of the Syngenta share on the five business days prior to the grant. Under these plans, members of the Board of Directors were allocated a total of 5,036 shares in lieu of fees. These shares vest immediately and had a combined fair value at grant of US$1 million (2009: US$1 million). Transactions and balances between Syngenta and its employee post- retirement benefit plans are disclosed in Note 22. 73 Transactions between Syngenta and its associates and joint ventures during the year ended December 31, 2010 were as follows: Goods and services provided by Syngenta to its associates and joint ventures US$11 million (2009: US$10 million). Goods and services provided by the associates and joint ventures to Syngenta US$55 million (2009: US$83 million). A bank overdraft guarantee of US$15 million (2009: US$13 million) has been provided to an associate. Syngenta had accounts receivable and accrued income from associates and joint ventures of US$29 million at December 31, 2010 (2009: US$25 million; 2008: US$21 million). 25. Commitments and contingencies Minimum future lease payments at December 31, 2010 for finance leases are US$48 million (2009: US$36 million), of which US$8 million is due within one year (2009: US$3 million; 2008: US$22 million), and US$40 million after more than one but less than five years (2009: US$33 million). Fixed-term, non-cancellable operating lease commitments total US$119 million at December 31, 2010 (2009: US$117 million; 2008: US$79 million) of which US$22 million is due within one year (2009: US$22 million; 2008: US$14 million), US$76 million after more than one and less than five years (2009: US$64 million; 2008: US$39 million) and US$21 million thereafter (2009: US$31 million; 2008: US$26 million). Operating lease payments relate to leases of buildings and office equipment. Operating lease expense in 2010 was US$35 million (2009: US$37 million). Detailed disclosures regarding executive remuneration required by Swiss Company Law are included in the Syngenta AG statutory financial statements. Commitments for the purchase of property, plant and equipment at December 31, 2010 are US$50 million (2009: US$65 million; 2008: US$172 million). At December 31, 2010, 2009 and 2008, Syngenta has entered into long-term commitments to purchase minimum quantities of certain raw materials, long-term research agreements with various institutions to fund various research projects, and other commitments. The estimated timing of minimum future committed payments is as follows: (US$ million) Within one year From one to two years From two to three years From three to four years From four to five years After more than five years Total Syngenta has no material contingent liabilities related to associates and joint ventures. Syngenta’s sales are made subject to normal warranties, which cover product technical specifications and, in some cases, products’ performance effect on grower crop yields. Certain license agreements indemnify the other party against liabilities arising from claims related to the intellectual property licensed to or by Syngenta. Leases may require indemnification for liabilities Syngenta’s actions may create for the lessor or lessee. Syngenta has also issued warranties to purchasers of businesses or product lines relating to events that arose 2010 Materials purchases 746 304 150 125 87 – 2009 Materials purchases 867 585 320 106 80 80 Other 119 104 67 66 66 70 2008 Materials purchases 742 527 392 295 122 – Other 100 82 38 25 25 37 Other 97 85 73 60 47 – 1,412 492 2,038 307 2,078 362 before the sales. It is not possible to predict the maximum future payments possible under these or similar provisions because it is not possible to predict whether any of these contingencies will occur. Syngenta has obtained licenses from others for the rights to sell certain products, or products containing certain technology, under agreements which require Syngenta to pay royalties based on its future sales of those products or that technology. Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 74 25. Commitments and contingencies continued Contingencies In addition to the legal proceedings described below, Syngenta is involved from time to time in a number of legal proceedings incidental to the normal conduct of its business, including proceedings involving product liability claims, commercial claims, employment and wrongful termination claims, patent infringement claims, competition law claims, tax assessment claims, waste disposal claims and tort claims relating to the release of chemicals into the environment. Syngenta maintains general liability insurance, including product liability insurance, covering claims on a worldwide basis with coverage limits and retention amounts which management believes to be adequate and appropriate in relation to Syngenta’s businesses and the risks to which it is subject. Holiday Shores. The Holiday Shores Sanitary District in Madison County, Illinois filed a class action complaint against Syngenta Crop Protection, Inc. (“SCPI”) and its distributor Growmark, Inc. in July 2004 purportedly on behalf of a class consisting of all Illinois community water systems (“CWS”) who have, allegedly, suffered contamination of their water sources on account of the presence at any measurable level of the product atrazine, a herbicide manufactured since the late 1950s by SCPI and its predecessors in interest, Novartis Crop Protection, Inc., Ciba-Geigy and Geigy Chemical Corporation. The name of SCPI is now Syngenta Crop Protection, LLC, but the former name of the company continues to be used in this litigation and in other proceedings referred to herein. The Holiday Shores Complaint alleges that the product atrazine and/or its degradant chemicals are harmful to humans as consumed through dietary water, and that run- off from the soil where atrazine has been applied has damaged the CWS’ property and contaminated its surface waters, used as a source of drinking water for Illinois. It alleges claims of trespass, nuisance, negligence, strict liability and violation of the Illinois Environmental Protection Act and seeks monetary damages, including the cost of purchase, installation, maintenance and operation of charcoal filtration systems, alleged diminution in property value and remediation, punitive damages and attorneys’ fees. The Complaint was served on SCPI on August 27, 2004. SCPI succeeded in having the lawsuit removed from state to federal court but, on Plaintiff’s Motion, the federal court on March 28, 2005, remanded the lawsuit back to state court. SCPI filed a Motion to Dismiss which was argued on October 25, 2005, and on July 7, 2008 was denied by the court (except as regards those parts of the Motion which sought dismissal of the punitive damage and remediation claims – those claims have been dismissed although plaintiff may attempt to re-assert the punitive damage claim at a later date). Since the denial of that Motion, Holiday Shores amended its Complaint to add seven additional CWS as named plaintiffs and has stipulated that its purported class will consist of no more than ninety- nine CWS. Shortly before the hearing on February 23, 2010 of SCPI’s Motion to Transfer the claims of those plaintiffs not located in Madison County to their home counties, plaintiffs’ counsel filed a voluntary dismissal of all of plaintiffs’ property damage-related claims, and based primarily on this action the judge on April 14, 2010 entered an Order denying the Motion to Transfer. The hearing was held on June 10, 2010, of a further Motion to Dismiss filed by SCPI, as well as a Motion to have the lawsuit stayed or dismissed without prejudice in the light of the filing of the parallel federal City of Greenville lawsuit described below. On August 31, 2010, the judge issued an Order denying both of those Motions. The Plaintiffs filed a series of subpoenas against third parties, including growers’ associations, academic institutions and external advisers to SCPI, and SCPI, and a number of the recipients filed Motions to Quash those subpoenas. On September 22, 2010, the judge issued an Order denying in part the Motions to Quash and ruling that information concerning SCPI and its relationship to those third parties, and communications between SCPI and those third parties are relevant and discoverable. An application for leave to appeal against this Order was filed with the judge, and on October 29, 2010, the judge entered a further Order certifying certain questions for interlocutory appeal to the Illinois Fifth District Appellate Court and staying discovery on the issues which were the subject of the September 22, 2010 Order pending resolution of any appeal. The application for leave to appeal was denied by the Appellate Court on January 13, 2011. The case is now in the discovery phase and SCPI has filed answers to interrogatories as well as produced the first of many pages of documents; depositions are sought to be scheduled by plaintiff’s counsel with eleven current or former SCPI employees and three corporate designees. City of Greenville. On March 8, 2010 plaintiffs’ counsel in Holiday Shores filed a new federal lawsuit in the US District Court for the Southern District of Illinois (City of Greenville et al. v Syngenta Crop Protection, Inc. and Syngenta AG) on behalf of seventeen CWS located in six mid-Western states; an Amended Complaint filed on March 23, 2010 adds seven new plaintiffs, five of which are subsidiaries of American Water Company, a large private utility, in five of the six states implicated in the litigation. The claims in this lawsuit essentially repeat those causes of action which have survived motion practice in Holiday Shores and seek compensatory and punitive damages for all past and future costs incurred by the plaintiffs in the removal of atrazine from raw water supplies, and certification of a class of all public water providers in the six states which have had or will have detectable levels of atrazine in their raw drinking water. SCPI on May 18, 2010 filed a Motion to Dismiss the lawsuit on grounds including lack of standing and of cause of action and Syngenta AG on May 18, 2010 filed a Motion to Dismiss plaintiffs’ claims for lack of personal jurisdiction, in response to which plaintiffs on June 8, 2010 filed a Motion for Leave to Conduct Jurisdictional Discovery to which the Court by an Order issued on June 29, 2010 agreed. At a hearing held on July 27, 2010 this Order was modified, the period for limited discovery was extended to October 26, 2010 and the deadline for plaintiffs’ responses to Syngenta AG’s Motion to Dismiss for lack of jurisdiction set to November 15, 2010. On September 16, 2010 the Magistrate Judge issued an Order further amending the scope of jurisdictional discovery. On November 18, 2010, the federal court judge issued a Memorandum and Order denying the Motion to Dismiss filed by SCPI save as to the claims in the Complaint of strict liability for manufacturing, marketing and selling an unreasonably dangerous product to the extent that those claims were asserted by two Indiana-based plaintiffs. On December 17, 2010, plaintiffs filed their Opposition to Syngenta AG’s Motion to Dismiss for Lack of Personal Jurisdiction and a Motion to Strike parts of the Affidavits filed by Syngenta AG in support of its Motion, to which Syngenta AG filed its Reply on January 17, 2011. The Magistrate Judge has ordered the parties to the lawsuit to take part in a settlement conference scheduled for April 11, 2011. Trial of the lawsuit is currently set to commence on June 18, 2012. As the plaintiffs in the above cases have not quantified their claims, nor has the number of plaintiffs in the actions been determined, it is not possible to estimate individually or in total the amounts in dispute nor to quantify the likely outcome. However, Syngenta intends to vigorously defend these cases. Atrazine is a long-standing successful product of the Company and its predecessors, which has been repeatedly scrutinized for safety over the years by government agencies. No amounts have been provided for a settlement. In a related lawsuit (Syngenta Crop Protection, Inc. v Insurance Company of North America et al.) filed by SCPI on September 30, 2008, in the Superior Court of the State of New Jersey, and amended on November 10, 2008, July 24, 2009 and April 21, 2010, SCPI is Syngenta Financial Report 2010 seeking a declaratory judgment under the Ciba-Geigy legacy insurance policies that the defense costs and potential damages in the Holiday Shores case and the City of Greenville case, as well as any other products liability claims against SCPI alleging harm in connection with the use of or exposure to atrazine or atrazine-containing products, are covered under said policies and that the insurers are obligated to defend SCPI. Certain of the insurer defendants in the litigation, comprising the Insurance Company of North America, Century Indemnity Company and ACE Property & Casualty Insurance Company (the “INA Claimants”) initiated an arbitration proceeding against SCPI, Novartis Corporation and Ciba Corporation (the “Respondents”) under the commercial arbitration rules of the American Arbitration Association, seeking a determination as to whether insurance claims that SCPI is pursuing against them in the litigation were previously released pursuant to a Settlement Agreement dated January 13, 1999 between the INA Claimants, on the one hand, and Novartis Corporation and Ciba Specialty Chemicals Corporation (now Ciba Corporation) on the other hand (the “INA Settlement Agreement”). The arbitration proceeding, purportedly brought pursuant to the arbitration provision of the INA Settlement Agreement, was commenced by the INA Claimants’ Demand for Arbitration dated March 25, 2009 and the hearing of the arbitration is scheduled to begin on June 13, 2011. The INA Claimants filed a Motion for Entry of an Award on February 4, 2011, to which the Respondents have thirty days to respond. Discovery is proceeding in both the declaratory action lawsuit and the arbitration. While SCPI intends to pursue its claims vigorously against the insurers for any losses associated with the Holiday Shores or City of Greenville litigation or any other atrazine-related claims, the amount that is or may ultimately be recoverable from the insurers with respect to such claims cannot be predicted with certainty at this time. Sprague. On June 11, 2010 a lawsuit was filed in the United States District Court for the Southern District of Illinois against Syngenta, Ted Sprague v Syngenta Crop Protection Inc., Syngenta AG and Syngenta Corporation (collectively “Syngenta”). In this lawsuit, the plaintiff has filed a legal action called a “qui tam action” as an individual based on “false patent marking” against Syngenta under a U.S. federal statute. The plaintiff alleges that Syngenta has falsely marked 41 pesticide products with at least one expired patent with the intent to deceive competitors and the public into believing that the products are covered by the expired patent(s). In a December 2009 ruling, the US Court of Appeals for the Federal Circuit in The Forest Group, Inc. v Bon Tool Company et al, held that the fine must be levied on a “per article” basis and the statutory fine is “up to US$500 for every such offense”. An important issue in these types of cases is whether or not the defendant falsely marked the products for the purpose of deceiving the public. On August 19, 2010 SCPI filed a Motion to Dismiss for failure to state a claim and failure to allege injury-in-fact, and Syngenta AG and Syngenta Corporation filed a Motion to Dismiss for Lack of Personal Jurisdiction. On October 6, 2010 the plaintiff in Sprague filed a Motion for a Pretrial Conference which was granted on October 20, 2010. On November 19, 2010, the plaintiff filed his Opposition to SCPI‘s Motion to Dismiss and on December 3, 2010, SCPI filed its Reply. The plaintiff’s responses to the Motion to Dismiss for Lack of Personal Jurisdiction are due by March 17, 2011, and the replies by Syngenta AG and Syngenta Corporation by March 31, 2011. Jury trial has been set to commence on June 18, 2012. Tax Litigation Syngenta is also subject to certain tax claims pending before the judiciary. Significant cases are described below. 75 Atrazine. In 1996, the Brazilian Federal Revenue drew Novartis’ legal entity in Brazil, now Syngenta Proteção de Cultivos Ltda (“SPCL”) into administrative proceedings, regarding the import tax classification of the active ingredient atrazine. The issue is whether, under applicable law, atrazine is to be qualified as raw material (SPCL’s position) or as intermediate chemicals (Federal Revenue’s position). So far, there have been 19 administrative rulings against SPCL which have given rise to a corresponding number of lawsuits. Of these, 14 are awaiting first level court decision, 4 are awaiting second level court decision and 1 has given rise to a decision favorable to SPCL, which it is uncertain if the Federal Revenue will appeal. Syngenta issued a letter of guarantee for part of the amount involved, BRL16 million (equaling approximately US$10 million at a rate of BRL1.66 per US$). In the aggregate, the maximum contingency in the event of an unfavorable outcome for Syngenta could amount to approximately BRL33 million (equaling approximately US$20 million at a rate of BRL1.66 per US$) consisting of BRL22 million plus interest. Litigation is subject to many uncertainties, and the outcome of individual matters cannot be predicted with certainty. Syngenta believes that its provisions for legal and product liability matters are adequate based on currently available information, but it is reasonably possible that the final resolution of some of these matters could require Syngenta to make expenditures, in excess of established reserves, over an extended period of time and in a range of amounts that cannot be reasonably estimated. Such expenditures in excess of established reserves could have a material effect on Syngenta’s consolidated operating results and cash flows for a particular reporting period, but management does not believe they will have a materially adverse effect on Syngenta’s consolidated financial position or liquidity, although there can be no assurances in this regard. Environmental matters Syngenta has recorded provisions for environmental liabilities at some currently or formerly owned, leased and third party sites throughout the world. These provisions are estimates of amounts payable or expected to become payable and take into consideration the number of other potentially responsible parties (“PRP”) at each site and the identity and financial positions of such parties in light of the joint and several nature of certain of the liabilities. In the USA, Syngenta and/or its indemnitors or indemnitees, have been named under federal legislation (the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended) as a PRP in respect of several sites. Syngenta expects to be indemnified against a proportion of the liabilities associated with a number of these sites by the sellers of the businesses associated with such sites and, where appropriate, actively participates in or monitors the clean-up activities at the sites in respect of which it is a PRP. The material components of Syngenta’s environmental provisions consist of a risk assessment based on investigation of the various sites. The nature and timing of future remediation expenditures are affected by a number of uncertainties which include, but are not limited to, the method and extent of remediation, the percentage of material attributable to Syngenta at the remediation sites relative to that attributable to other parties, and the financial capabilities of the other PRPs. As a result, it is inherently difficult to estimate the amount of environmental liabilities that will ultimately become payable. It is also often not possible to estimate the amounts expected to be recovered via reimbursement, indemnification or insurance due to the uncertainty inherent in this area. Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 76 25. Commitments and contingencies continued Syngenta believes that its provisions are adequate based upon currently available information. However, given the inherent difficulties in estimating liabilities in this area, due to uncertainty concerning both the amount and timing of future expenditures, it cannot be guaranteed that additional costs will not be incurred materially beyond the amounts accrued. 26. Principal currency translation rates Year end rates used for the consolidated balance sheets at December 31, to translate the following currencies into US$, are: Swiss franc British pound sterling Euro Brazilian real 2010 per US$ 2009 per US$ 2008 per US$ 0.94 0.65 0.75 1.66 1.03 0.62 0.69 1.74 1.06 0.69 0.71 2.33 Average rates during the years ended December 31, used for the consolidated income and cash flow statements ended December 31, to translate the following currencies into US$, are: Swiss franc British pound sterling Euro Brazilian real 2010 per US$ 2009 per US$ 1.05 0.65 0.75 1.77 1.09 0.65 0.72 2.04 27. Risk management of financial risks 27.1 Risk management framework The nature of Syngenta’s business and its global presence exposes it to a range of financial risks. These risks include (i) market risks, which include potential unfavorable changes in foreign exchange rates, interest rates, commodity prices and other market prices (equities, credit spreads etc.), (ii) counterparty risk and (iii) liquidity and refinancing risk. A financial risk management framework is in place in the form of a Treasury policy, approved by the Board of Directors. This policy provides guidance over all Treasury and finance related matters, is underpinned by delegated authority guidelines and is additionally supported by detailed procedures in place across Syngenta. In accordance with its Treasury policy, Syngenta actively monitors and manages financial risk with the objectives of reducing fluctuations in reported earnings and cash flows from these risks and providing economic protection against cost increases. These objectives are achieved through (a) monthly assessment of the impact of market risks against defined risk limits (see section 27.2), which take into account the risk appetite of Syngenta and (b) the use of a variety of derivative and non-derivative financial instruments. Financial instruments available for use to mitigate these risks are selected by Syngenta according to the nature of the underlying risk. These instruments are designed to economically hedge underlying risks arising from operational activities and from funding and investment positions. Syngenta does not enter into any speculative financial transactions. Syngenta seeks to apply, wherever possible, hedge accounting to present its financial statements in accordance with the economic purpose of the hedging activity. Derivative financial instruments for which hedge accounting is not adopted either (a) do not meet the requirements for hedge accounting treatment under IFRS or (b) when combined with the accounting for the underlying hedged items, impact the financial statements in a manner aligned with the economic purpose of the hedging transaction, without the need to adopt hedge accounting treatment. 27.2 Assessment of the impact of market risks The impact of market risks is assessed using a variety of Value-at-Risk (VaR) methods, including Earnings-at-Risk (EaR) methods. The exact method selected depends on the nature of the underlying risk. The specific methods used to assess the impact of financial risks are described below: Risk Foreign exchange risk Transaction – committed Transaction – uncommitted Translation Interest rate risk Commodity price risk Method VaR EaR VaR EaR EaR Exposure (financial statement item) Time horizon (months) Monetary asset and liability carrying amounts Operating income Cumulative translation adjustment in OCI Interest expense Operating income 1 12 1 12 12 To achieve consistency with the methods used for the other types of market risks, in 2009 Syngenta changed its method of assessing the impact of interest rate risk from duration analysis to the EaR method. VaR and EaR calculations are risk management tools designed to statistically estimate with a pre-set probability the maximum amount of potential losses in value (VaR) or earnings (EaR) over a specific (holding) time period given current positions and possible movements in market prices. The VaR and EaR methods used by Syngenta estimate the gross impact on the consolidated financial statements if the underlying items were not hedged and the net impact of the combined underlying hedged items and the related hedging instruments. VaR and EaR calculations attempt to recognize that holding different assets and liabilities or incurring different future cash flow exposures may reduce portfolio risk through diversification. Such diversification effects are captured within the calculations, which aim to present the risk to the whole portfolio of the individual market risks. Using historical data, the VaR and EaR calculations are designed to predict possible Syngenta Financial Report 2010 changes in the markets in the future at a 99% confidence level, with a 1% probability that actual results will be worse than calculated. Due to increased volatility in the financial markets observed in recent years, Syngenta has in 2010 increased the confidence level used in the VaR (EaR) calculations from 95% to 99%. The comparative numbers for the year ending December 31, 2009 presented in the financial statements were recalculated using the 99% confidence level. The assessment of the impact of market risks is performed monthly and the results are compared against annually defined risk limits. In cases where the net impact is higher than a risk limit, Syngenta enters into derivative financial instrument transactions to be in line with the risk limits. Breaches of risk limits, should they occur, are immediately reported to senior management. Syngenta cannot accurately predict future movements in risk variables, therefore calculations of the impact of market risks neither represent actual losses nor consider the effects of potential favorable movements in underlying risk variables. Accordingly, these calculations may only be an indication of future movements to the extent the historic market patterns repeat in the future. 27.3 Foreign exchange risk Operating worldwide in over 80 countries exposes Syngenta to foreign exchange transaction and translation risk at both the Group and subsidiary level. Syngenta’s policy is to not hedge foreign exchange translation risk. However, certain exceptions to this policy have been approved in the past by senior management. 77 Foreign exchange transaction risk – committed Syngenta’s individual subsidiaries predominantly transact their operational activities in their respective functional currencies. However, the globally integrated nature of Syngenta’s business results in its subsidiaries bearing some amount of transactional balance sheet risk, because some monetary items (including financial liabilities) are denominated in foreign currencies. Such committed foreign currency exposures are largely generated by the routing of products from Syngenta’s central manufacturing sites to its foreign locations. These committed exposures are normally fully hedged, unless otherwise approved by Group Treasury, for example where not deemed cost-effective or where there is no forward market for a specific currency. The committed exposures are hedged using foreign exchange forward contracts and cross-currency swaps. Net committed transactional currency exposures are identified and reported on a monthly basis by business units. VaR calculations for committed exposures relate to the revaluation of exposures relative to spot rates over a monthly period. The impact of interest differentials and other factors is not included in these calculations. (US$ million) December 31, 2010 Value-at-Risk December 31, 2009 Value-at-Risk Underlying currency (1-month holding period) Gross impact Net impact Risk reduction Gross impact Swiss franc Euro British pound sterling Other core currencies1 Rest of world Total undiversified Diversification Net VaR 72 25 9 12 44 162 (106) 56 7 – 6 – 14 27 (18) 9 90% 100% 33% 100% 68% 83% 83% 84% 58 45 20 22 59 204 (164) 40 Net impact 19 7 6 3 15 50 (40) 10 Risk reduction 67% 84% 70% 86% 75% 75% 76% 75% 1 Other core currencies include the Canadian dollar, Australian dollar and Japanese yen At December 31, 2010, the total 30-day Value-at-Risk, after hedges, at a 99% confidence level was US$9 million (December 31, 2009: US$10 million). The decrease in Value-at-Risk as at December 31, 2010 compared to December 31, 2009 is mainly due to a higher hedge coverage across various currencies. cash flows from expected future transactions for which Syngenta does not yet have a contractual right or obligation. The objective is to minimize the impact of changes in foreign exchange rates on the cash flows and operating income forecasted to result from these transactions. The average Value-at-Risk, after hedges, at a 99% confidence level, for the year ending December 31, 2010 was US$6 million (before hedges: US$69 million). The largest gross exposures arise in the Swiss franc, the British pound sterling and the Euro. Switzerland and Great Britain house large research and manufacturing sites, whereas the Euro zone represents a large sales market. Foreign exchange transaction risk – uncommitted Syngenta also manages transactional risk by protecting future uncommitted cash flows with foreign exchange forward and currency option contracts. Uncommitted cash flows are highly probable future The US dollar represents the biggest single currency for both sales and costs. However, currency mismatches arise from Syngenta having a centralized cost base, denominated mainly in Swiss francs, British pounds and US dollars, against a local selling base, denominated mainly in US dollars, Euros and various other currencies, including those in emerging markets. In addition, due to the seasonality of Syngenta’s business, the majority of sales occur during the first half of the year whereas costs tend to occur more linearly throughout the year. Syngenta collects information about anticipated cash flows over a twelve-month future period for major currencies at Group level and hedges significant mismatches in currency flows within clearly defined risk limits. Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 78 27. Risk management of financial risks continued The Earnings-at-Risk calculation is performed for anticipated net transactional currency flows for the following year taking into account related currency hedges. (US$ million) Underlying currency (12-month holding period) Swiss franc Euro British pound sterling Other core currencies1 Rest of world Total undiversified Diversification Net EaR December 31, 2010 Earnings-at-Risk December 31, 2009 Earnings-at-Risk Gross impact 285 62 52 53 183 635 (309) 326 Net impact 72 80 9 11 151 323 (191) 132 Risk reduction 75% (29)% 83% 79% 18% 49% 38% 60% Gross impact 159 34 38 73 201 505 (293) 212 Net impact 114 28 21 32 168 363 (195) 168 Risk reduction 28% 18% 45% 56% 16% 28% 33% 21% 1 Other core currencies include the Canadian dollar, Australian dollar and Japanese yen At December 31, 2010, the total potential adverse movement for 2011 net transactional flows after hedges relative to year-end at spot levels, at a 99% confidence level, was US$132 million (December 31, 2009: US$168 million). In line with the objective of the hedging program, Syngenta aims to minimize the potential adverse movement for the whole portfolio of the net transactional flows, rather than looking at the individual currencies. This could lead to a negative risk reduction for a single currency – as is the case for the Euro currency in 2010. The decrease in Earnings-at-Risk as at December 31, 2010 compared to December 31, 2009 is mainly due to a higher hedge coverage. The decrease is partially offset by increased volatilities in the core currencies. From the Earnings-at-Risk table above, the Swiss franc stands out as a major exposure. This risk arises from having a significant cost base in Switzerland with no material offsetting sales. The table below presents the 1-month translation Value-at-Risk: Foreign exchange translation risk Translation exposure arises from consolidation of foreign currency denominated financial statements of Syngenta’s subsidiaries. This is reported as the currency translation effects in OCI. Translation risk can be significant, however, Syngenta’s equity base is deemed to be of sufficient magnitude to absorb the short- to medium- term impact of exchange rate movements. Syngenta uses both foreign currency denominated debt and also net investment hedging to manage this exposure. The latter incorporates specific actions to protect the value of temporary excess foreign currency denominated cash positions. At December 31, 2010, there were no positions requiring the use of hedges and no hedges were in place. (US$ million) Currency of net investment in subsidiary (1-month holding period) Swiss franc Euro British pound sterling Other core currencies1 Rest of world Total undiversified Diversification Net VaR December 31, 2010 Value-at-Risk December 31, 2009 Value-at-Risk Gross impact 124 32 23 28 171 378 (123) 255 Net impact 124 32 23 28 171 378 (123) 255 Risk reduction Gross impact Net impact Risk reduction – – – – – – – – 84 27 54 32 222 419 (98) 321 84 27 54 32 222 419 (98) 321 – – – – – – – – 1 Other core currencies include the Canadian dollar, Australian dollar and Japanese yen The large investments and operations in Switzerland lead to the most significant risk. The decrease in Value-at-Risk as at December 31, 2010 compared to December 31, 2009 is primarily due to decreased volatilities in Emerging Market currencies. There are no translation risk hedges in place as at December 31, 2010. The average Value-at-Risk after hedges, at a 99% confidence level, for the year ending December 31, 2010 was US$276 million (before hedges: US$276 million). 27.4 Interest rate risk Syngenta is exposed to fluctuations in interest rates on its borrowings (including forecasted borrowings) and excess cash. While the majority of Syngenta’s borrowings have fixed interest rates, portions of Syngenta’s net borrowings, including its short-term commercial paper program and local borrowings, are subject to changes in short-term interest rates. The main objective of managing interest rate risk is to optimize interest expense within clearly stated risk limits. Syngenta Financial Report 2010 Syngenta monitors its interest rate exposures, analyzes the potential impact of interest rate movements on net interest expense and enters into derivative transactions to manage its interest rate risk. At December 31, 2010, the net amount of Earnings-at-Risk on floating rate debt due to potential changes in interest rates (a parallel shift of 100 bps was applied) was US$14 million (2009: US$11 million). The net amounts of Earnings-at-Risk on the net debt, as defined in Note 27.7, due to potential changes in interest rates were immaterial at December 31, 2010 and 2009. 27.5 Commodity price risks Operating in the agribusiness sector, changes in certain commodity prices affect Syngenta’s reported operating results. On a limited basis, Syngenta enters into derivative transactions to hedge the exposure of its cost base to commodity prices. This comprises oil and natural gas hedging in the UK and USA, as well as soft commodity hedging for corn and soybean purchases by the Seeds business in the USA, Canada, Brazil and Argentina, where Syngenta contracts to purchase various seed crops from growers and hedges the cost of the crops. In barter arrangements where Syngenta sells products in exchange for receiving a certain amount of a commodity crop, Syngenta hedges the value of the crop. 79 Syngenta has indirect exposure to oil price fluctuations mainly through the impact of oil prices on the cost of both raw materials, especially chemical intermediates in the Crop Protection business, and distribution activities. Natural gas exposure occurs in Syngenta’s primary manufacturing sites. The main objective of managing commodity price risk is to reduce the impact of commodity price changes on operating income and to provide economic protection against future cost increases. Syngenta uses fixed price contracts and derivatives (both Over-the-Counter (OTC) and exchange traded instruments, including commodity option and futures contracts) to achieve this objective. At December 31, 2010, there was 1.0 million barrels of hedge protection (December 31, 2009: no protection) in place for oil for 2011. As the exposure to oil is indirect, Syngenta does not calculate the Earnings-at-Risk due to potential changes in oil prices. Earnings-at-Risk due to potential changes in natural gas and soft commodity prices assuming a 12-month holding period are presented below. Natural gas (US$ million) Total undiversified Diversification Net EaR Soft commodities (US$ million) Total undiversified Diversification Net EaR December 31, 2010 Earnings-at-Risk December 31, 2009 Earnings-at-Risk Gross impact 12 (4) 8 Gross impact 76 (13) 63 Net impact Risk reduction 5 (1) 4 58% 75% 50% December 31, 2010 Earnings-at-Risk Net impact Risk reduction 55 (2) 53 28% 85% 16% Gross impact 11 (3) 8 Gross impact 99 (7) 92 Net impact 3 (1) 2 December 31, 2009 Earnings-at-Risk Net impact 61 (3) 58 Risk reduction 73% 67% 75% Risk reduction 38% (50)% 37% The Earnings-at-Risk of soft commodities is driven by their high price volatility compared to other asset classes. The hedging program reduces overall 12-month Earnings–at-Risk at December 31, 2010 to US$53 million (December 31, 2009: US$58 million). 27.6 Credit risk Credit risk arises from the possibility that counterparties involved in transactions with Syngenta may default on their obligation, resulting in financial losses to Syngenta. Credit risk relates both to financial assets (including derivatives, marketable securities and money market contracts) as well as to operational assets managed by Syngenta’s businesses (such as trade receivables). Syngenta’s maximum exposure to credit risk is the carrying values of its financial assets and receivables, including derivatives with positive market values. These amounts are disclosed in Note 28. Syngenta has policies and operating guidelines in place to ensure that financial instrument transactions are only entered into with high credit quality banks and financial institutions. These include limits in respect of counterparties to ensure that there are no significant concentrations of credit risk. Syngenta continuously monitors the creditworthiness of its counterparties based on credit ratings and credit default swap data. At December 31, 2010, Syngenta had no treasury or derivative transactions representing a significant concentration of credit risk. No credit losses have been incurred from investments in derivative financial instruments during the years ended December 31, 2010 and 2009. To minimize its exposure to derivative positions, Syngenta enters into netting agreements under an International Swaps and Derivatives Association (ISDA) master agreement with its respective counterparties. In addition, for certain derivative positions, Syngenta has entered into Credit Support Annex contracts (CSAs) under which, when the combined market value of the derivatives exceeds US$15 million, cash is exchanged as collateral. Each CSA effectively limits either Syngenta’s or the counterparty’s aggregate credit risk exposure to no more than US$15 million. At December 31, 2010 an asset amounting to US$64 million (2009: US$ nil) was recorded representing cash paid by Syngenta as collateral under these CSAs. The impact of credit risk on the fair value of derivatives is considered through market observable credit default swap spreads for Syngenta and its counterparties. The impact on the fair value of Syngenta’s derivative positions at December 31, 2010 and 2009 of the risk of default by financial counterparties was not material. Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 80 27. Risk management of financial risks continued The credit risk to operational assets is partially mitigated through commercial activities, which include barter operations and cash sales incentives. 27.7 Liquidity risk and refinancing risk Within Syngenta’s risk management framework, liquidity risk is defined as the potential inability to meet all financial obligations on time and refinancing risk is defined as the potential inability to partially or fully refinance maturing debts. Syngenta’s liquidity risk policy is to maintain at all times sufficient liquidity reserves both at Group and subsidiary level in order to meet payment obligations as they become due and also to maintain an adequate liquidity margin. The planning and supervision of liquidity is the responsibility of the subsidiaries and Group Treasury. Liquidity requirements are forecasted on a weekly basis. Syngenta operates regional or country cash pools to allow efficient use of its liquidity reserves. The maturities of short term derivative liabilities are as follows: Short-term liquidity Although Syngenta operates globally, its two largest markets are Europe, Africa and the Middle East (EAME) and NAFTA. Both sales and operating profit in these two regions are seasonal and are weighted towards the first half of the calendar year, reflecting the northern hemisphere planting and growing cycle. This results in a seasonal working capital requirement. Syngenta’s principal source of liquidity consists of cash generated from operations. Working capital fluctuations due to the seasonality of the business are supported by short-term funding available from a US$2.5 billion Global Commercial Paper program supported by a US$1.2 billion committed, revolving, multi-currency, syndicated credit facility with high credit quality banks expiring in July 2013. The maturity analyses for Syngenta’s current financial liabilities other than short-term derivative liabilities are presented in Notes 15 to 17. (US$ million) 2010 2009 2008 Total 291 145 457 0–90 days 210 104 329 90–180 days 180 days– 1 year 35 25 57 46 16 71 Syngenta Financial Report 2010 Long-term financing Long-term capital employed is currently partly financed through five unsecured bonds and through unsecured notes issued under the Note Purchase Agreement in the US Private Placement market. 81 The following table shows Syngenta’s contractually agreed (undiscounted) interest and principal repayments on long-term financing-related non-derivative financial liabilities and the related derivatives held at December 31, 2010, 2009 and 2008. The table also shows the total carrying amount of Syngenta’s financial debt adjusted for the effect, if any, of applying fair value hedge accounting. Non-derivative financial liabilities are recorded at amortized cost (less related issuance costs). Derivative financial liabilities are recorded at fair value. 2010 (US$ million) Less than 1 year 1-3 years 3-5 years 5-10 years More than 10 years Total payments Net carrying amount Non-derivative financial liabilities (Unsecured bonds and notes) Derivative financial liabilities (Interest rate and cross-currency swaps) Fixed rate interest Principal repayment Total Fixed rate interest Repayment Total 120 172 76 67 103 538 668 934 1,336 75 175 3,188 788 1,106 1,412 142 278 3,726 3,209 46 28 4 – – 78 – – 5 – – 5 1 The repayments above (and the net carrying amount of the derivative financial liabilities) do not include the amounts paid as collateral, as described in Note 27.6 2009 (US$ million) Less than 1 year 1-3 years 3-5 years 5-10 years More than 10 years Total payments Net carrying amount 2008 (US$ million) Less than 1 year 1-3 years 3-5 years 5-10 years More than 10 years Total payments Net carrying amount Non-derivative financial liabilities (Unsecured bonds and notes) Fixed rate interest Principal repayment Derivative financial liabilities (Interest rate and cross-currency swaps) Variable rate interest Total Fixed rate interest Repayment 131 223 134 76 117 681 – 1,084 1,205 720 250 3,259 131 1,307 1,339 796 367 3,940 3,255 30 43 15 – – 88 – – (21) – – (21) – – 9 4 – 13 Non-derivative financial liabilities (Unsecured bonds and notes) Derivative financial liabilities (Interest rate and cross-currency swaps) Fixed rate interest Principal repayment Total Fixed rate interest Repayment 100 192 117 105 130 644 – 705 828 705 250 2,488 100 897 945 810 380 3,132 2,496 28 75 21 (6) – 118 – – 10 (64) – (54) Forecast data for liabilities that may be incurred in the future is not included in the table above. Amounts in foreign currency were translated to US dollars at the closing rate at the reporting date. Variable payments at each year end arising from financial instruments were calculated based on the forward interest rate yield curve at December 31, 2010 and 2009, respectively. Non-derivative financial liabilities that can be repaid at any time have been assigned to the earliest possible time period. 46 28 9 – – 83 1071 Total 30 43 3 4 – 80 62 Total 28 75 31 (70) – 64 114 Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 82 27. Risk management of financial risks continued Capital structure Syngenta is committed to maintaining a low single A rating, which provides an optimal balance between financial flexibility and the cost of capital. Syngenta manages capital by monitoring levels of net debt, as calculated below, and equity against targets. The dividend payout target range is 25% to 40% of distributable earnings and the net debt to equity target range is 25% to 35%. The net debt to equity ratio was 20% at December 31, 2010 (28% at December 31, 2009a; 36% at December 31, 2008a). The components of net debt at December 31, 2010, 2009 and 2008 are as follows: (US$ million) Current financial debt Non-current financial debt Cash and cash equivalents Marketable securities1 Financing-related derivatives2 Net debt at December 31 2010 992 2,585 (1,967) (16) (121) 1,473 2009 281 3,303 (1,552) (48) (182) 1,802 2008 211 2,524 (803) (7) (39) 1,886 a After effect of accounting policy change for post-employment benefits described in Note 2 1 Included within ‘Derivative and other financial assets’ and ‘Derivative financial liabilities’ and ‘Derivative and other financial assets’ or ‘Other non-current financial assets’ 2 Included within ‘Derivative and other financial assets’ and ‘Derivative financial assets’ or ‘Derivative financial liabilities’ and ‘Financial debt and other non-current liabilities’ Syngenta Financial Report 2010 28. Financial assets and liabilities 28.1 The following tables show the carrying amounts and fair values of financial assets and liabilities by category of financial instrument and reconciliation to where they are presented in the balance sheet at December 31, 2010, 2009 and 2008. The fair value hierarchy level is shown for those financial assets and liabilities that are carried at fair value in the balance sheet. 83 2010 (US$ million) Trade receivables, net: Loans and receivables Designated as at fair value through profit or loss Total Derivative and other financial assets: Derivative financial assets Loans and receivables Available-for-sale financial assets Total Derivative financial assets – non-current Other non-current financial assets: Loans and receivables Available-for-sale financial assets Other, not carried at fair value Total Trade accounts payable: Measured at amortized cost Current financial debt: Measured at amortized cost Derivative financial liabilities – current Financial debt and other non-current liabilities: Measured at amortized cost Derivative financial liabilities – non-current Non-financial liabilities Total Carrying amount (based on measurement basis) Amortized cost Fair value level 1 Fair value level 2 Total Comparison fair Value 2,497 – – 64 – 175 – – 2,590 992 – 2,590 – – – – 8 – – – – – – – – – – – – 57 417 – 13 176 – 43 – – – 291 – 76 – 2,497 57 2,554 425 64 13 502 176 175 43 300 518 2,497 57 2,554 425 64 13 502 176 175 43 –2 2,590 2,5901 992 291 2,590 76 120 2,786 1,0071 291 2,744 76 –2 1 The carrying amounts approximate the estimated fair value due to the short-term nature of these financial instruments 2 Fair value is not required to be disclosed for non-financial assets and non-financial liabilities, including investments in associates and joint ventures and defined benefit pension assets Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 84 28. Financial assets and liabilities continued 2009 (US$ million) Trade receivables, net: Loans and receivables Designated as at fair value through profit or loss Total Derivative and other financial assets: Derivative financial assets Available-for-sale financial assets Total Derivative financial assets – non-current Other non-current financial assets: Loans and receivables Available-for-sale financial assets Other, not carried at fair valuea Total Trade accounts payable: Measured at amortized cost Current financial debt: Measured at amortized cost Derivative financial liabilities – current Financial debt and other non-current liabilities: Measured at amortized cost Derivative financial liabilities – non-current Non-financial liabilities Total Carrying amount (based on measurement basis) Amortized cost Fair value level 1 Fair value level 2 2,434 – – – 191 – – 2,468 281 – 3,348 – – – – 7 – – – – – – – – – – – 72 103 46 248 – 51 – – – 145 – 65 – Comparison fair value 2,4341 72 2,506 110 46 156 248 191 51 –2 Total 2,434 72 2,506 110 46 156 248 191 51 158 400 2,468 2,4681 281 145 3,348 65 114 3,527 2811 145 3,514 65 –2 a After effect of accounting policy change for post-employment benefits described in Note 2 1 The carrying amounts approximate the estimated fair value due to the short-term nature of these financial instruments 2 Fair value is not required to be disclosed for non-financial assets and non-financial liabilities, including investments in associates and joint ventures and defined benefit pension assets Syngenta Financial Report 2010 85 Comparison fair value 2,2081 103 2,311 376 5 381 152 148 117 –2 Total 2,208 103 2,311 376 5 381 152 148 117 160 425 2,240 2,2401 211 457 2,600 125 144 2,869 2111 457 2,690 125 –2 Carrying amount (based on measurement basis) Amortized cost Fair value level 1 Fair value level 2 2,208 – – – – 148 – – 2,240 211 – 2,600 – – – – 15 – – – – – – 6 – – – – 103 361 5 152 – 117 – – – 451 – 125 – 2008 (US$ million) Trade receivables, net: Loans and receivables Designated as at fair value through profit or loss Total Derivative and other financial assets: Derivative financial assets Available-for-sale financial assets Total Derivative financial assets – non-current Other non-current financial assets: Loans and receivables Available-for-sale financial assets Other, not carried at fair valuea Total Trade accounts payable: Measured at amortized cost Current financial debt: Measured at amortized cost Derivative financial liabilities – current Financial debt and other non-current liabilities: Measured at amortized cost Derivative financial liabilities – non-current Non-financial liabilities Total a After effect of accounting policy change for post-employment benefits described in Note 2 1 The carrying amounts approximate the estimated fair value due to the short-term nature of these financial instruments 2 Fair value is not required to be disclosed for non-financial assets and non-financial liabilities, including investments in associates and joint ventures and defined benefit pension assets The levels of fair value hierarchy used above are defined as follows: Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data. The fair value of unquoted equity securities is not material. There were no transfers during the years ended December 31, 2010, 2009 and 2008 between level 1 and level 2 of the fair value hierarchy or between the fair value and amortized cost categories. There were no transfers during the years ended December 31, 2010, 2009 and 2008 into or out of level 3 of the fair value hierarchy. Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements 86 28. Financial assets and liabilities continued 28.2 Income, expense, gains and losses relating to financial instruments recognized in profit or loss during the years ended December 31, 2010 and 2009 are as follows: 2010 (US$ million) Interest income Interest expense Currency gains/(losses), net Impairment charges Reversal of impairment charges Total 2009 (US$ million) Interest income Interest expense Currency gains/(losses), net Impairment charges Reclassification from OCI Reversal of impairment charges Total Loans and receivables1 Available-for-sale financial assets Derivative assets and liabilities held for trading Liabilities carried at amortized cost 90 (5) – (12) 43 116 – – – (9) – (9) – – (37) – – (37) – (167) – – – (167) Loans and receivables1 Available-for-sale financial assets Derivative assets and liabilities held for trading Liabilities carried at amortized cost 88 (20) – (16) – 4 56 – – – (16) 9 – (7) – (17) (30) – – – – (126) – – – – Total 90 (172) (37) (21) 43 (97) Total 88 (163) (30) (32) 9 4 1 Includes immaterial amounts relating to financial assets designated as at fair value through profit or loss 28.3 Reported gains and losses on revaluation of available-for-sale financial assets for the years ended December 31, 2010 and 2009 were as follows: (US$ million) Impairment losses reported in profit or loss Unrealized gains/(losses) reported in OCI 2010 (9) 4 2009 (7) (18) (47) (126) (124) Syngenta Financial Report 2010 29. Derivatives and hedge accounting The following table shows fair values, notional amounts and maturities of Syngenta’s derivative financial instruments held at December 31, 2010, 2009 and 2008, classified by the individual risks being hedged and the applied accounting treatment: 87 2010 (US$ million) Foreign exchange and interest rate risk: Cash flow hedges Fair value hedges Undesignated Total foreign exchange and interest rate risk Commodity price risk: Cash flow hedges Undesignated Total commodity price risk 2009 (US$ million) Foreign exchange and interest rate risk: Cash flow hedges Fair value hedges Undesignated Total foreign exchange and interest rate risk Commodity price risk: Cash flow hedges Undesignated Total commodity price risk 2008 (US$ million) Foreign exchange and interest rate risk: Cash flow hedges Fair value hedges Net investment hedges Undesignated Total foreign exchange and interest rate risk Commodity price risk: Cash flow hedges Undesignated Total commodity price risk Fair value Notional amounts Positive Negative <90 days 90 – 180 days 180 days – 1 year 1 – 5 Years More than 5 years Total 318 52 190 560 1 40 41 (74) (73) (219) (366) (1) – (1) 544 – 6,993 7,537 8 185 193 610 3,168 – 845 – 251 1,141 2,000 – 1,455 3,419 3,141 1 16 17 15 46 61 1 – 1 – – – – – – – 5,463 2,000 8,089 15,552 25 247 272 Fair value Notional amounts Positive Negative <90 days 90 – 180 days 180 days – 1 year 1 – 5 Years More than 5 years Total 238 53 60 351 4 3 7 (98) (8) (93) (199) – (11) (11) 643 – 5,067 5,710 8 33 41 405 – 929 1,334 20 15 35 686 2,518 – 1,400 126 278 803 – 4,530 2,203 6,263 141 827 11 30 41 4,044 1,081 12,996 28 7 35 – – – 67 85 152 Fair value Notional amounts Positive Negative <90 days 90 – 180 days 180 days – 1 year 1 – 5 Years More than 5 years Total 199 31 3 279 512 11 5 16 (167) (1) (22) (313) (503) (12) (67) (79) 620 – 359 5,087 6,066 52 56 108 366 796 2,975 – – – – 787 255 – – 90 578 203 – – 5,335 203 359 6,219 1,153 1,051 3,065 781 12,116 4 22 26 46 49 95 – – – – – – 102 127 229 For cash flow hedges, the periods when the cash flows for the underlying hedged items are expected to occur and affect profit or loss are not significantly different from those of the hedging instruments as presented in the table above. Syngenta Financial Report 2010 Notes to the Syngenta Group Consolidated Financial Statements Syngenta maintained the following derivatives that qualified as hedges of net investment in foreign operations: – During 2010, in line with the risk management strategy, no new positions were taken to hedge any of the existing or new net investments in foreign operations. Gains/(losses) relating to hedges entered into during previous reporting periods continue to be presented in OCI. – During 2009, Syngenta designated forward contracts and net purchased currency options as hedges of net investments in foreign operations including monetary items that are accounted for as part of the net investment. Hedge effectiveness for these hedges is measured on a quarterly or semi-annual basis. Syngenta uses the forward rate methodology to measure the effectiveness of the foreign exchange or commodity forward contracts. Hedge effectiveness for the swaps is measured by comparing the movement in the present value of future coupon bond payments to the movement in the present value of forecast future cash flows of the associated swaps. The option hedge designation and effectiveness tests excluded the time value element of US$5 million (2009: US$5 million) which was recorded in profit or loss as incurred. There was an immaterial amount of hedge ineffectiveness related to these hedges. 88 29. Derivatives and hedge accounting continued 29.1 Fair value hedges Syngenta maintains a combination of interest rate swaps and cross currency swaps that qualify for hedge accounting as designated fair value hedges relating to bond liabilities. Hedge effectiveness for these hedges is measured on a quarterly basis by comparing the movement in the period of the present value of future coupon bond payments to the movement in the value of the associated swaps. There is an immaterial amount of hedge ineffectiveness on these swaps. Gains/(losses) on fair value hedges recognized in profit or loss for the years ended December 31, 2010 and 2009 were as follows: (US$ million) Hedging instruments: Interest rate swaps Cross currency swaps Total gains/(losses) from hedging instruments Underlying hedged items 2010 2009 54 (32) 22 (22) – (9) (9) 9 29.2 Cash flow hedges and hedges of net investment in foreign operations Syngenta maintains the following derivatives that qualify for cash flow hedge accounting: – Cross currency swaps (or a combination of cross currency swaps and interest rate swaps) designated as hedges of foreign exchange risk (or both foreign exchange risk and interest rate risk) of future interest and principal payments on bond liabilities. – Interest rate swaps designated as hedges of interest rate risk of future interest payments on forecasted bond liabilities. – Foreign exchange forward contracts and net purchased currency options designated as hedges of foreign exchange risk of forecast foreign currency cash flows (uncommitted foreign exchange transaction risk) arising from (i) forecast sales and purchases between Syngenta subsidiaries and (ii) forecast transactions with third parties. – Commodity forwards, futures and purchased options designated as hedges of commodity price risks of anticipated and committed future purchases. Syngenta Financial Report 2010 Gains/(losses) on derivative instruments recognized as cash flow hedges and hedges of net investments in foreign operations during the years ended December 31, 2010 and 2009 were as follows: 89 2010 (US$ million) Opening balance of gains/(losses) recognized in OCI Income taxes Gains/(losses) recognized in OCI (Gains)/losses removed from OCI and recognized in profit or loss Cost of goods sold General and administrative Financial expense, net Closing balance of gains/(losses) recognized in OCI 2010 2009 Foreign exchange and interest rate risk Commodity risk Net investment hedges Foreign exchange and interest rate risk Commodity risk Net investment hedges (38) (50) 113 – (26) 22 21 (10) 4 1 15 – – 10 (67) – (5) – – – (72) (90) (6) 227 – (107) (62) (38) (24) (10) (6) 30 – – (10) (57) – (19) – – 9 (67) 30. Subsequent events On February 8, 2011, the Board of Directors approved a new restructuring program under which Syngenta will build on the combined strength of its Crop Protection and Seeds businesses to fully integrate global commercial operations, driving efficiencies in cost of goods sold and operating expenses, in order to increase customer and shareholder value. Significant cash costs will be charged to expense over the next four years. Annual operating income savings are targeted by 2015, consisting of savings resulting from commercial integration and from procurement and supply chain efficiencies. Approval of the Consolidated Financial Statements These consolidated financial statements were approved by the Board of Directors on February 8, 2011. During 2009, some equity loans between Syngenta affiliates were repaid. As a result, US$9 million of net investment hedging losses were removed from OCI and recognized in profit or loss. 29.3 Undesignated hedges Gains and losses on hedging instruments that were not designated for hedge accounting purposes were as follows: – Foreign currency forward contracts that are effective economic hedges of balance sheet exposures as part of Syngenta’s committed exposure program. The fair value movements of the hedges and the retranslation of the underlying exposures are recorded in profit or loss and largely offset. – Foreign currency forward contracts that are effective economic hedges of forecast cash flows arising from anticipated sales and purchases between Syngenta affiliates and third party transactions. The amount recorded in profit or loss in 2010 was a gain of US$3 million (2009: gain of US$3 million). Similar currency forward contracts that were not designated for hedge accounting were not used prior to 2009. – Purchased foreign currency options are effective economic hedges of the exposure arising from written foreign currency options offered to customers as part of a sales contract. The fair values of both the purchased and written foreign currency options are recorded in profit or loss and largely offset. – Commodity derivative contracts that are effective economic hedges of the anticipated purchases of raw materials or purchases and sales of crops in barter arrangements. The amount recorded in profit or loss in respect of these derivatives in 2010 was a gain of US$7 million (2009: gain of US$3 million). The corresponding forecasted transactions offsetting the above amounts in profit or loss may occur in the following periods. Syngenta Financial Report 2010 Report of Syngenta Management on Internal Control over Financial Reporting 90 Syngenta’s Board of Directors and management are responsible for establishing and maintaining adequate internal control over financial reporting. Syngenta’s internal control system was designed to provide reasonable assurance to Syngenta’s management and Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of its published consolidated financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Syngenta’s management assessed the effectiveness of the Group’s internal control over financial reporting as of December 31, 2010. In making this assessment, it used the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organsizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that, as of December 31, 2010, Syngenta’s internal control over financial reporting was effective based on those criteria. Ernst & Young AG, Switzerland, an independent registered public accounting firm, has issued an opinion on the effectiveness of the Group’s internal control over financial reporting which is included in this financial report. /s/ Michael Mack Chief Executive Officer Basel, February 8, 2011 /s/ John Ramsay Chief Financial Officer Syngenta Financial Report 2010 Report of the Group Auditors on Internal Control over Financial Reporting To the Board of Directors and Shareholders of Syngenta AG, Basel Basel, February 8, 2011 We have audited Syngenta AG and subsidiaries’ (the “Group”) internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Syngenta AG’s Board of Directors and management are responsible for maintaining effective internal control over financial reporting, and management is responsible for its assessment of the effectiveness of internal control over financial reporting, which is included in the Report of Syngenta Management on Internal Control over Financial Reporting (page 90). Our responsibility is to express an opinion on the Group’s internal control over financial reporting based on our audit. We conducted our audit of the Group’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. 91 A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on the COSO criteria. We also have audited, in accordance with Swiss law, Swiss Auditing Standards, International Standards on Auditing and the standards of the Public Company Accounting Oversight Board (United States), the 2010 consolidated financial statements of the Group and our report dated February 8, 2011 expressed an unqualified opinion thereon. Ernst & Young AG /s/ Nigel Jones Licensed audit expert (Auditor in charge) /s/ Stuart A. Reid Licensed audit expert Syngenta Financial Report 2010 Report of the Statutory Auditor on the Consolidated Financial Statements 92 To the General Meeting of Syngenta AG, Basel Basel, February 8, 2011 As statutory auditor, we have audited the consolidated financial statements of Syngenta AG and subsidiaries (the “Group”), which comprise the consolidated balance sheet and the related consolidated statements of income, comprehensive income, changes in equity and cash flows, and notes thereto (pages 25 to 89), for the year ended December 31, 2010. Board of Directors’ Responsibility The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and the requirements of Swiss law. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss law, Swiss Auditing Standards, International Standards on Auditing and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor Ernst & Young AG considers the internal control system relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements for the year ended December 31, 2010, give a true and fair view of the financial position, the results of operations and the cash flows in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and comply with Swiss law. Report on Other Legal or Regulatory Requirements We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (Art. 728 Code of Obligations (CO) and Art. 11 AOA) and that there are no circumstances incompatible with our independence. In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of the consolidated financial statements according to the instructions of the Board of Directors. We recommend that the consolidated financial statements submitted to you be approved. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Group’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 8, 2011 expressed an unqualified opinion on the effectiveness of the Group’s internal control over financial reporting. /s/ Nigel Jones Licensed audit expert (Auditor in charge) /s/ Stuart A. Reid Licensed audit expert Financial Statements of Syngenta AG Income Statement (for the years ended December 31, 2010 and 2009) (CHF million) Income: Dividend income Income from financial assets Total income Expenses: Financial expenses Administrative expenses Revaluation of marketable securities Taxes Total expenses Net income Syngenta Financial Report 2010 93 2010 2009 725 121 846 (13) (10) – (9) (32) 610 115 725 (11) (10) 26 (10) (5) 814 720 Syngenta Financial Report 2010 Financial Statements of Syngenta AG 94 Balance Sheet (prior to earnings appropriation) (at December 31, 2010 and 2009) (CHF million) Assets Non-current financial assets: Investments Loans to subsidiaries Total non-current financial assets Current assets: Cash and cash equivalents Receivables from subsidiaries Marketable securities, including treasury shares Total current assets Total assets Equity and liabilities Equity Share capital Legal reserves: General legal reserve: Reserve from capital contributions Other general legal reserve Reserve for treasury shares Free reserves Total reserves Earnings brought forward Net income of the period Total available earnings Total equity Liabilities Accounts payable to subsidiaries Accounts payable and accrued liabilities to others Total liabilities Notes 2010 2009 3, 7 4 5 6 6 6 6 6 4,098 36 4,134 1 29 559 589 4,098 40 4,138 – 32 279 311 4,723 4,449 (9) (9) (674) (2) (558) (537) (263) – (279) (928) (1,771) (1,470) (1,870) (814) (2,684) (4,464) (248) (11) (259) (2,009) (720) (2,729) (4,208) (227) (14) (241) Total equity and liabilities (4,723) (4,449) Notes to the Financial Statements of Syngenta AG Syngenta Financial Report 2010 1. Introduction The financial statements of Syngenta AG (the “Company” or “Syngenta”) have been prepared in accordance with the requirements of the Swiss law for companies, the Code of Obligations (“CO”). Syngenta AG was incorporated on November 12, 1999 and is registered with the commercial register in the canton of Basel Stadt. 2. Accounting policies 95 Exchange rate differences Except for investments in subsidiaries, associates and joint ventures, which are translated at historical rates, all assets and liabilities denominated in foreign currencies are translated into Swiss francs (CHF) using year-end rates of exchange. Realized exchange gains and losses arising from these as well as those from business transactions denominated in foreign currencies are recorded in the income statement. Net unrealized exchange losses are recorded in the income statement; net unrealized gains, however, are deferred within accrued liabilities. Non-current financial assets Financial assets are recorded at acquisition cost less any impairment losses. Marketable securities Marketable securities are valued at the lower of cost or market value. 3. Significant investments in subsidiaries, associates and joint ventures The following are the significant legal entities in the Syngenta group of companies (the “Group”). Please refer to Note 2, “Accounting Policies” to the consolidated financial statements for the appropriate consolidation method applied to each type of entity. Country Argentina Syngenta Agro S.A. Bermuda Syngenta Reinsurance Ltd. Brazil Percentage owned by Syngenta Local currency Share capital in local currency Function of company 100% 100% ARS USD 411,462,898 Sales/Production 120,000 Insurance Syngenta Proteção de Cultivos Ltda. 100% BRL 1,172,924,609 Sales/Production/Research Canada Syngenta Crop Protection Canada, Inc. 100% CAD – Sales/Research France Syngenta Seeds S.A.S. Syngenta Agro S.A.S. Germany Syngenta Agro GmbH Italy Syngenta Crop Protection S.p.A. Japan Syngenta Japan K.K. 100% 100% 100% 100% 100% EUR EUR EUR EUR JPY 50,745,240 22,543,903 2,100,000 Sales/Production/Development Sales/Production Sales 5,200,000 Sales/Production/Development – Sales/Production/Research Syngenta Financial Report 2010 Notes to the Financial Statements of Syngenta AG 96 3. Significant investments in subsidiaries, associates and joint ventures continued Share capital in local currency Percentage owned by Syngenta Local currency Country Function of company Liechtenstein Syntonia Insurance AG Mexico Syngenta Agro, S.A. de C.V. Netherlands Syngenta Seeds B.V. Syngenta Finance N.V. Syngenta Treasury N.V. Panama Syngenta S.A. Russian Federation OOO Syngenta Singapore 100% 100% 100% 100% 100% 100% 100% USD MXN EUR EUR EUR USD RUB 14,500,000 Insurance 157,580,000 Sales/Production/Development 488,721 Holding/Sales/Production/Research 45,000 45,001 10,000 675,000 Finance Holding/Finance Sales Sales Syngenta Asia Pacific Pte. Ltd. 100% SGD 1,588,023,595 Holding/Sales Switzerland Syngenta Supply AG Syngenta Crop Protection AG1 Syngenta Agro AG Syngenta Finance AG1 Syngenta Participations AG1 United Kingdom Syngenta Limited USA Syngenta Crop Protection, LLC Syngenta Seeds, Inc. Syngenta Corporation 1 Direct holding of Syngenta AG 100% 100% 100% 100% 100% 100% 100% 100% 100% CHF CHF CHF CHF CHF GBP USD USD USD 250,000 Sales 257,000 Holding/Sales/Production/Research 2,100,000 10,000,000 25,000,020 Sales/Production/Research Finance Holding 85,000,000 Holding/Production/Research 1 – 100 Sales/Production/Research Sales/Production/Research Holding/Finance The main changes from 2009 in the list of significant legal entities are the removal of Garst Seed Company and Golden Harvest Seeds Inc. because during 2010, following the purchase of the 10% non-controlling interests, the entities merged into Syngenta Seeds, Inc. In addition, the legal form of Syngenta Crop Protection, Inc. changed to Syngenta Crop Protection, LLC. 4. Treasury shares The number of treasury shares held by the Company and subsidiaries qualifying under article 659 item b (CO) and their movements are as follows: Total treasury registered shares held by Syngenta AG at January 1 Sold in the year under various Employee/Management Share Plans Average sale price per share, CHF Purchased during the year Cancelled on July 8, 2009 Average book value per cancelled share, CHF Total treasury registered shares held by Syngenta AG at December 31 Average purchase price per share, CHF 2010 2009 1,617,901 3,953,617 (492,100) (570,708) 285.67 1,266,950 243.44 550,000 – – (2,315,008) 272.25 2,392,751 1,617,901 233.29 172.33 Syngenta Financial Report 2010 5. Share capital Total Syngenta AG registered shares Nominal value per share (CHF) Total share capital (CHF million) 97 December 31, 2010 94,599,849 0.10 9.46 Movement in period – – – December 31, 2009 94,599,849 0.10 9.46 On April 20, 2010, the Annual General Meeting (AGM) agreed to the creation of authorized capital in the maximum amount of CHF 945,998.50, anytime until April 20, 2012, through issuance of a maximum of 9,459,985 fully paid-in registered shares with a par value of CHF 0.10 each. 6. Equity (CHF million) Balance at December 31, 2008 Appropriation of available earnings Adjustment of reserve for treasury shares Cancellation of shares Purchase of own shares Dividend payment Profit of the year Balance at December 31, 2009 Appropriation of available earnings Adjustment of reserve for treasury shares Purchase of own shares Dividend payment Transfer to the reserve from capital contributions Adjustment of reserves after transfer for capital contributions Profit of the year General legal reserve Reserve for treasury shares Free reserves Share capital 10 (1) 9 263 263 – – – – – – – – – 411 2 – 676 819 – (41) (629) 130 – – 279 (34) 313 – (52) 52 – 558 317 700 41 – (130) – – 928 300 35 (313) – (359) (54) – 537 Available earnings 3,268 (700) – – – (559) 720 2,729 (300) – – Total 4,677 – – (630) – (559) 720 4,208 – 1 – (559) (559) – – 814 2,684 – – 814 4,464 Balance at December 31, 2010 9 The general legal reserve is split into the reserve from capital contributions of CHF 674 million and other general legal reserves of CHF 2 million. As a consequence of the new Corporate Tax Law Reform II, reserves arising from capital contributions of CHF 52 million and CHF 359 million have been transferred to general legal reserves from the reserve for treasury shares and from free reserves, respectively. The transfers out of the reserve for treasury shares have been matched by a transfer in from free reserves. 7. Contingent liabilities The Company has guaranteed various borrowings and credit facilities. As at December 31, 2010 and 2009 the maximum amounts guaranteed and the amounts in effect were as follows: (CHF million) Euro medium-term notes Private placement notes Commercial paper Credit facilities Group treasury lending activities Total Maximum amount December 31, Amount in effect at December 31, 2010 2,753 234 2,342 1,124 8,591 2009 3,103 258 2,578 1,238 9,142 15,044 16,319 2010 2,753 234 – – 3,724 6,711 2009 3,103 258 – – 4,390 7,751 Syngenta Financial Report 2010 Notes to the Financial Statements of Syngenta AG 98 7. Contingent liabilities continued Acquisitions In connection with the acquisition by Syngenta of Golden Harvest in 2004, Syngenta AG guarantees, as a primary obligor, the full discharge of all the covenants, agreements, obligations and liabilities of Syngenta Crop Protection AG and the Golden Harvest Companies under the Transaction Agreement. In connection with the acquisition by Syngenta of Advanta from AstraZeneca and Cosun in 2004, Syngenta AG guarantees the due and punctual discharge by Syngenta Crop Protection AG of its obligations of whatever nature under the Sale and Purchase Agreement and the Tax Deed. In connection with the sale of parts of Advanta to Fox Paine & Co in 2004, Syngenta AG guarantees the due and punctual discharge by Syngenta Crop Protection AG, Syngenta Alpha B.V. and former Advanta Group companies under the Sale and Purchase Agreement and the Tax Deed. Contingent liabilities At the request of the Dutch authorities, Syngenta AG has guaranteed to Syngenta Treasury N.V., a limited liability company organized under the laws of the Netherlands and an indirectly wholly owned subsidiary, all liabilities from other Group companies resulting from Syngenta Treasury N.V.’s lending activities, subject to a threshold of EUR 5 million (corresponding to Syngenta Treasury N.V.’s share capital). Other In a letter dated August 12, 2008, Syngenta AG confirmed that it will ensure that Syngenta Limited will honor its obligation to guarantee the solvency and due payment of benefits of its pension plan. Syngenta AG is part of a group of Swiss entities of Syngenta which are jointly and severally liable for the whole Swiss VAT amount due to the Swiss Tax authorities by this group. 8. Financial instruments International Swap and Derivatives Association (ISDA) contracts were put into place under which Syngenta Treasury N.V. is the contractual party on behalf of other Group companies. Syngenta AG guarantees transactions entered into under these ISDA contracts. Details of the nature of these transactions are disclosed in Notes 27, 28 and 29 to the consolidated financial statements. The total amounts entered into under these ISDA contracts and in respect of which Syngenta AG has provided a guarantee are outlined in the table below: (CHF million) Financial instruments Notional amount Positive fair value Negative fair value 2010 13,717 2009 12,224 2010 512 2009 350 2010 (340) 2009 (195) 9. Accomplishment of a risk assessment Syngenta AG participates in the global, integrated risk management processes of the Syngenta Group. Within the scope of these processes, the Board of Directors evaluates the risks once a year in accordance with article 663b paragraph 12 (CO) and discusses if any corresponding actions are necessary. 10. Significant shareholders At December 31, 2010, to the knowledge of Syngenta AG, there was one (2009: one) shareholder exceeding the threshold of 5% voting rights in Syngenta’s share capital. At December 31, 2010, Syngenta itself held 2,392,751 (2009: 1,617,901) shares in treasury corresponding to 2.53% (2009: 1.71%) of the share capital, as outlined in Note 4. 11. Compensation, shareholdings and loans Overview The Compensation Report describes Syngenta’s approach to compensation, its principles and elements in general as well as its governance. It also provides detailed information on the compensation of the Board of Directors and the Executive Committee for 2010. This is in accordance with Appendix 1 of the Swiss Code of Best Practice for Corporate Governance and in line with Swiss law and the relevant reporting standards. Compensation System Compensation principles Syngenta’s compensation principles are centered on the need to provide simple, transparent, performance-oriented and market competitive compensation for all employees, including senior executives. In particular, the compensation policy and system are designed to: – attract and retain highly qualified successful employees to deliver the strategic plans and objectives of the Company – encourage and reward personal contribution and individual performance in accordance with our Company values – align reward with sustainable performance and recognize excellence – align the interests of employees, shareholders, and other stakeholders All employees, including senior executives, are subject to a formalized performance management process. This process is built on a number of guiding principles with the aim of aligning individual, team and organizational objectives, stretching performance, and supporting individual development. The Syngenta remuneration structure supports both individual and organizational performance by linking individual performance and the financial success of the Company to compensation. The link to compensation is one of the key elements by which Syngenta differentiates and recognizes individual performance and leadership. Annual performance ratings of individuals influence both the annual base pay and variable compensation. Changes to annual base pay are influenced by individual performance and salary budgets that are based on the economic situation of Syngenta. Syngenta Financial Report 2010 The compensation of all employees is reviewed on a regular basis and is designed with reference to total compensation levels for comparable positions at relevant benchmark companies. For example, an individual who achieves his or her performance objectives is generally awarded compensation comparable to the median level of compensation provided by benchmark companies. Each country regularly conducts market research and participates in the Hay Group, Hewitt, Mercer and Towers Watson salary surveys plus any appropriate local surveys. Where possible, employee salaries for each role are benchmarked against two groups within their country: – Related industry group – examples would include BASF, Bayer, Dow Chemical, Du Pont, Monsanto – General industry group – especially for functional roles such as Finance and Legal, comparisons to a range of industries are used, including chemical, pharmaceutical, industrial, oil and gas, and consumer goods Compensation of members of the Executive Committee is also reviewed on a regular basis. It is benchmarked against a set of relevant comparable companies and markets that are evaluated and selected to provide the best representation of the labor markets in which Syngenta competes for top talent. For 2010, this included the following two groups of comparable companies: – Swiss Group: Twelve comparable multinational companies headquartered in Switzerland, which included ten relevant SMI companies and two SMIM companies. Financial institutions and Insurance companies were excluded. Global Head of Human Resources and Global Head of Compensation and Benefits. 99 Compensation elements Three elements of compensation are relevant for Syngenta: – fixed compensation – base salary/pay – variable compensation – short-term incentive plans and, for selected senior executives, long-term incentive plans – benefits Fixed compensation Fixed compensation is typically paid in cash on a monthly basis as base salary, which is set by reference to the: – size and scope of the job – skills, experience and performance of the individual – level or grade to which the job is assigned – external market value of the job Base salaries also serve as the basis for variable compensation. In order to ensure accuracy, base salaries are subject to review every year by considering such factors as benchmark data, market movement, economic considerations, and the performance management process. In addition, certain employees may receive customary cash allowances for expenses and, if applicable, housing, relocation or transition assistance as part of an international transfer. – Pan-European Group: Twenty companies selected from the FT Euro 500 list. The companies are in the chemical, pharmaceutical, industrial, oil and gas, and consumer goods sectors, and all have significant R&D operations. These comparable companies are larger or smaller than Syngenta, and are based in Belgium, Germany, England, France, Ireland, the Netherlands and Switzerland. In addition, the Compensation Committee reviews data from selected agribusiness, pharmaceutical, and chemical companies headquartered in the US and Canada. Variable compensation Variable compensation consists of short-term and, for certain senior executives, long-term incentives, and is linked to performance. The variable compensation is determined by the size and scope of the role, location, skills and experience of the individual, business performance and individual performance, as well as the external market value of the respective role. Depending on the applicable plans, variable compensation can be granted in cash, shares, restricted stock units and/or stock options. Taking into account all of this data, the performance of the business and individuals, and the recommendation of the external advisor, the Compensation Committee uses its judgment to determine the appropriate compensation levels of the Executive Committee. Every year, the Syngenta Compensation Committee reviews with the external advisor the sets of comparable companies and industries for appropriateness and comparability. Pension and insurance information are reviewed periodically. The compensation of members of the Board of Directors is compared to the same Swiss companies that are relevant for compensation of the members of the Executive Committee. The market data for each role in the Executive Committee is supplied by the external compensation advisor (Hay Group), which also provides market information and advice on compensation for the Chairman and other non-executive Directors. The Board of Directors and the Compensation Committee currently consult with the Hay Group on compensation policy matters and other relevant market information. Syngenta collaborates with the Hay Group only in compensation related areas. As necessary, other independent compensation advisors are consulted. In addition, support and expertise are provided by internal compensation experts, including the A significant portion of the short-term and long-term incentive programs for members of the Executive Committee and senior managers is equity based and subject to a vesting period. The purpose of equity-based compensation is to encourage the Executive Committee and senior managers to focus on the long-lasting success and growth of the Company, and to align their compensation with shareholders’ interests. Both short-term and long-term awards are determined solely on the basis of pre-defined performance measures. They are only awarded if the employee or executive fully meets the performance objectives. Details of the various short-term and long-term incentive plans are provided in the following sections. Benefits Benefits relate mainly to pension, insurance and healthcare plans with the purpose to establish a reasonable level of security for all employees and their dependants with respect to retirement, health, disability and death. The level of benefits is subject to country-specific laws, regulations and market practices. Other benefits that may be paid according to local market practice include long-service awards and perquisites. Employees at all levels who have been transferred onto an international assignment may also receive benefits in line with the Syngenta International Assignee Policy. Syngenta Financial Report 2010 Notes to the Financial Statements of Syngenta AG 100 11. Compensation, shareholdings and loans continued Table 1. Fixed and variable compensation Chairman of the Board Members of the Board Executive Committee Senior Management All employees • • Fixed compensation Fixed pay Variable compensation Short-Term Incentive (STI) Deferred Share Plan (DSP) Long-Term Incentive Plan (LTI) Sales Incentive Plan (SIP) Employee Share Purchase Plan (ESPP) • • • • • • • • • • • • Description Cash – all employees Members of the Board may opt for cash and/or shares • Cash – all employees For senior management and Executive Committee, cash and/or equity For senior management and Executive Committee, blocked shares (or share awards) and matching shares For senior management and Executive Committee, stock options and Restricted Stock Units Linkage to compensation principles Attract and retain high quality employees; reference to relevant markets and comparable companies Performance-based compensation Equity-based compensation with focus on sustainable business performance Equity-based compensation focusing on sustainable business performance • Cash – sales employees only Performance-based compensation • Plan for all Switzerland based Syngenta employees: Share purchase up to CHF 5,000.– p.a. at 50% discount rate Identification with and commitment towards Company Short-Term Incentive (STI) The Short-Term Incentive (STI) is an annual discretionary bonus in cash for eligible employees throughout Syngenta. The amount of STI paid is based on the achievement of fi performance. The target value for STI is defined as a percentage of the annual base salary and is reviewed periodically. nancial results and individual For employees below Executive Committee, both the financial results and the individual performance are weighted equally at 50 percent for the STI calculation. This variable compensation component allows employees to participate in the Company’s success and also to be rewarded for their individual performance. On an annual basis, specific financial targets are set for each business unit. They are determined for the various functions in different business units and may comprise measures such as group net income, divisional results of business value added, earnings before interest, tax and amortization, etc. The personal targets are set as part of the performance management process. Depending on the percentage achieved against the relevant targets, both the financial and individual awards can range from 0 percent to 200 percent of the target. measures such as group net income, earnings per share, return on invested capital, business value added, all based on the respective annual results. Deferred Share Plan (DSP) The DSP is an enhancement to the STI for members of the Executive Committee and selected senior managers, and is designed to reward leadership, innovation and performance. It aims to provide an opportunity for greater share ownership among the Company’s key senior management to align reward with sustainable business performance. Under the DSP a fixed percentage of the STI is mandatorily delivered in either deferred shares or deferred share awards instead of cash. Deferred shares are blocked from trading for three years, and share awards convert to tradable shares after the deferral period. In addition, a participant may elect to allocate a further portion of the STI in deferred shares or share awards on a voluntary basis. At the end of the three year deferral period, Syngenta matches on a one-for-one basis every deferred share or share award delivered through the DSP, which doubles the total number of shares ultimately received by the employee. For Executive Committee members, a greater emphasis is placed on the achievement of financial results, with the weighting of the STI elements being 70 percent on Group financial measures and 30 percent on individual performance. The achieved financial results are The Compensation Committee determines the value of a deferred share at grant date by reference to the market price of the Syngenta share. The value of such a deferred share may rise and fall in line with the Syngenta share price. Syngenta Financial Report 2010 The determination of the number of deferred shares is based on the share price at grant date and the amount of STI eligible for deferral (mandatory and any voluntary amount). The calculation is made by applying the following formula: Number of deferred shares = (Mandatory Deferral % + Voluntary Deferral %) x STI award Grant Value RSU: Syngenta restricted stock units represent the right to receive Syngenta shares free of charge at the end of the three-year vesting period. To calculate the number of RSU awarded, half of the LTI award is divided by the share value at the date of grant. The value of an RSU is set equal to the share price determined for deferred shares under the DSP (see paragraph on DSP). After a three-year vesting period, each RSU converts automatically into one free tradable Syngenta share. 101 The matching of the deferred shares or share awards is subject to continued employment with Syngenta until after the expiration of the three-year deferral period. If retirement age is reached prior to expiration of the deferral period, the matching is accelerated. Both the vesting of stock options and RSU are subject to continued employment with Syngenta until after the expiration of the three-year vesting period. If retirement age is reached prior to expiration of the vesting period, vesting is accelerated. Long-Term Incentive (LTI) The LTI is a long-term element of the compensation of members of the Executive Committee and selected senior managers, and is designed to reward leadership, innovation and performance. It provides participants with stock-based incentives that link the potential amount of total compensation to Syngenta’s market value (share price). It also helps them to align their business contribution more closely with the interests of our shareholders. Participants are granted an LTI award as a percentage of their base salary, based on the achievement of individual performance objectives. They receive 50 percent as stock options and 50 percent as restricted stock units (RSU), subject to a three-year blocking period. The grants of stock options and RSU in equal parts balance the advantages and risks of each instrument. Stock options and RSU allow participants to benefit from increases in the stock price. At vesting, RSU convert to shares regardless of the market price of Syngenta shares. For options to have any value, the market price of Syngenta’s shares must exceed the defined exercise price during the exercise period. Stock options: Syngenta stock options represent the right to purchase Syngenta shares at a fixed price for a fixed period of time. To calculate the number of options awarded, half of the value of the LTI award is divided by the option value at the grant date. The fair value of an option is measured using the Black-Scholes-Merton formula, a commonly accepted stock option pricing method. The exercise price of the options is set equal to the share price determined for deferred shares under the DSP at the day of grant (see paragraph on DSP). Stock options have a term of 10 or 11 years and cannot be exercised during a three-year vesting period following the date of grant. After the three year vesting period, each option gives the right to purchase one share at a fixed price. There is a period of (usually) seven years to decide when to exercise, after which time the options would lapse. Sales Incentive Plans (SIP) The SIP is a sales bonus measurement and payment instrument designed for employees in sales functions. It offers these employees the chance to be compensated for their personal and team success, based on the performance achieved against sales targets. The SIP does not apply to members of the Executive Committee. Employee Share Purchase Plan (Switzerland) The Employee Share Purchase Plan (ESPP) is an instrument that allows Swiss employees to become Syngenta shareholders by purchasing shares at a preferential price. All employees in Switzerland, including members of the Executive Committee, are eligible to participate in the ESPP. Shares purchased under the ESPP are subject to a blocking period of three years. Under the Swiss ESPP, participants can purchase shares for 50 percent of the share value at the date of grant up to a maximum share value of CHF 5,000. Where reasonably possible, similar all-employee share plans are in operation in other countries, taking into account local practices, tax and legal requirements. Compensation structure The compensation elements described in the Compensation Report refer primarily to the practice in Switzerland. Although many of the elements are operated consistently on a global basis, local market variations apply. Correlation between fixed and variable, and between cash and equity-based compensation for members of Executive Committee (including CEO) According to the Syngenta compensation plans, the correlation between variable and fixed compensation for the members of the Executive Committee is as follows: Table 2. Fixed and variable compensation Fixed compensation Variable compensation Total Members of the Executive Committee Chief Executive Officer Target incentive % Maximum incentive % Target incentive % Maximum incentive % 100 150 250 100 270 370 100 244 344 100 438 538 Table 2 shows that variable compensation at both target and maximum level forms a higher proportion of total compensation than fixed compensation. Syngenta Financial Report 2010 Notes to the Financial Statements of Syngenta AG 102 11. Compensation, shareholdings and loans continued The split of total compensation between cash and equity-based components is as follows: Table 3. Cash and equity-based compensation Cash payments Equity-based awards Total 100% in table 3 are equal to 250/370/344/538 respectively in table 2 Members of the Executive Committee Chief Executive Officer Target incentive % Maximum incentive % Target incentive % Maximum incentive % 44 56 100 32 68 100 34 66 100 25 75 100 Table 3 shows that equity-based compensation at both target and maximum level is higher than cash compensation. Members of the Executive Committee are therefore highly exposed to share price movements in order to focus them on the long-term success of Syngenta and to align their interests with those of the Syngenta shareholders. Compensation governance The Compensation Committee of the Board of Directors is the supervisory and governing body for the Syngenta compensation policy and practices for senior executives and members of the Board of Directors. It has the responsibility to determine, review and propose compensation and benefits in accordance with the authorization levels set out below. The Committee consists of four independent non- executive Directors. No Committee member is cross-linked with any of the non-executive Directors of the Board or members of the Executive Committee. The CEO is a guest at the meetings of the Committee except when his own compensation is reviewed. The Chairman and the Vice Chairman do not attend the meeting when the Committee agrees on proposals to the Board of Directors with regard to their own compensation. Authorities for compensation-related decisions are governed as follows: Table 4. Authorization levels Topic Compensation of the Chairman Compensation of non-executive Directors Compensation of the CEO Recommendation Decision-making authority Compensation Committee Compensation Committee Compensation Committee Board of Directors Board of Directors Board of Directors Compensation of other members of the Executive Committee – Compensation Committee STI and LTI awards for the CEO STI and LTI awards for other members of the Executive Committee Compensation Committee Board of Directors – Compensation Committee The Committee reviews annually the compensation policies and systems applicable to members of the Executive Committee as well as non-executive Directors of the Company, and makes recommendations to the Board of Directors. The Compensation Committee also has the responsibility for any decision affecting pension, insurance, and other benefit policies and systems for members of the Executive Committee (excluding the CEO, for which the Board of Directors has responsibility). Furthermore, it has authority to make decisions with regard to any material pension or insurance plans of the Company, and any shareholding and compensation program that involves the use of equity. For all employees, the authorization of any amendments to their compensation would, as a minimum, be by their line manager and the next level of management. If the proposed change could impact others, then a decision would be made by the appropriate level of management at country, regional or Group level. Compensation of the Board of Directors and the Executive Committee Compensation of non-executive Directors Non-executive Directors receive an annual fee (cash or shares, or a combination of both). This consists of a basic fee for services to the Board and an additional fee for individual assignments to committees of the Board. No variable compensation is paid to non-executive Directors. Table 5. Annual fees for non-executive Directors Function Base fees: Chairman of the Board Vice-Chairman of the Board Member of the Board Additional fees1: Member of the Chairman’s Committee Head of the Audit Committee Member of the Audit Committee Head of the Compensation Committee Member of the Compensation Committee Member of the Corporate Responsibility Committee Chairman of the Science and Technology Advisory Board 1 No additional fees are payable to the Chairman and the Vice-Chairman Syngenta Financial Report 2010 103 Annual fee (CHF) 2,350,000 360,000 205,000 100,000 110,000 30,000 70,000 20,000 20,000 20,000 Non-executive Directors have the option of receiving part of their annual fee in the form of shares that are either freely tradable or blocked from trading for five years. This option exists in order to maintain their focus on Syngenta’s long-term, sustainable success and align their interests with shareholder’s interests. Shares are granted once a year. The grant value of a Syngenta share at grant date is the market price. Compensation of the Chairman The non-executive Chairman of the Board receives a predefined annual fee but no variable compensation. The annual fee is paid partly in cash and partly in a mandatory portion of restricted shares. The value of the fixed share portion is equal to one-third of the net fee (after tax and social security charges). The grant value of a Syngenta share at grant date is the market price. The shares are blocked from trading for a period of three years. In addition, the Chairman receives certain benefits such as assistance with housing, commuting, and tax services (see Table 6a for details). Subject to his re-election at the AGM 2011, and reduction of his time commitment, the base fee for the Chairman (cash and shares) will be adjusted from CHF 2,350,000 to CHF 1,600,000. anticipating a Compensation of the CEO The Chief Executive Officer (CEO) is a member of the Board of Directors and a member of the Executive Committee. His compensation is disclosed as part of 2010 compensation for members of the Executive Committee. 2010 Compensation of the Board of Directors Table 6a. Compensation of non-executive Directors in 2010 Non-executive Directors Martin Taylor Stefan Borgas Peggy Bruzelius Pierre Landolt2 David Lawrence Peter Thompson Jacques Vincent Rolf Watter Felix A. Weber Jürg Witmer Total Fee in cash 1,948,253 70,500 315,000 Fee in free shares – – – 11,468 213,540 122,500 117,500 122,666 117,633 56,255 168,766 Fee in restricted shares 401,747 164,527 – – – – – 152,500 275,000 360,000 – – – 152,604 – – Number free shares – – – 806 463 444 637 – – – Number restricted shares 1,489 621 – – – – – 576 – – Total number shares Benefits in kind/ cash1 Total annual fee/benefits received Company social security cost Total annual cost 1,489 234,024 2,584,024 – 2,584,024 621 – 806 463 444 637 576 – – – – – – – – – – – 235,027 12,409 247,436 315,000 79,979 394,979 225,008 14,417 239,425 245,166 32,773 277,939 235,133 225,021 – – 235,133 225,021 305,104 17,058 322,162 275,000 17,597 292,597 360,000 23,003 383,003 3,428,976 622,605 718,878 2,350 2,686 5,036 234,024 5,004,483 197,236 5,201,719 1 Housing, commuting and tax services, including refund of relevant tax (cash) 2 According to Pierre Landolt and the Sandoz Family Foundation, the Foundation is the economic beneficiary of the fee All values in Swiss francs Syngenta Financial Report 2010 Notes to the Financial Statements of Syngenta AG 104 11. Compensation, shareholdings and loans continued Table 6b. Compensation of non-executive Directors in 2009 (Table 3a in the report 2009) Non-executive Directors Martin Taylor Stefan Borgas2 Peggy Bruzelius Peter Doyle3 Rupert Gasser3 Pierre Landolt4 David Lawrence5 Peter Thompson Jacques Vincent Rolf Watter Felix A. Weber Jürg Witmer Total Fee in cash 1,890,586 47,000 295,000 81,667 120,000 Fee in free shares – – – – – 11,980 223,166 98,000 65,361 117,500 117,703 56,247 168,742 Fee in restricted shares 459,414 109,890 – – – – – – – 169,000 55,000 341,667 – – – 112,755 220,041 – Number free shares – – – – – 857 251 452 648 – – – Number restricted shares 1,833 422 – – – – – – – 433 845 – Total number shares Benefits in kind/ cash1 1,833 176,370 2,526,370 Total annual fee/benefits received Company cost social security Total annual cost – 2,526,370 422 – – – 857 251 452 648 433 845 – – – – – – – – – – – – 156,890 8,318 165,208 295,000 70,594 365,594 81,667 – 81,667 120,000 7,544 127,544 235,146 15,062 250,208 163,361 235,203 224,989 – – – 163,361 235,203 224,989 281,755 16,214 297,969 275,041 14,062 289,103 341,667 21,837 363,504 3,283,647 574,972 902,100 2,208 3,533 5,741 176,370 4,937,089 153,631 5,090,720 1 Housing, commuting and tax services, including refund of relevant tax (cash) 2 Stefan Borgas was elected to the Board of Directors at the AGM 2009 3 Rupert Gasser’s and Peter Doyle’s term of office ended at the AGM 2009 4 According to Pierre Landolt and the Sandoz Family Foundation, the Foundation is the economic beneficiary of the fee 5 David Lawrence was elected to the Board of Directors at the AGM 2009 All values in Swiss francs 2010 Compensation of former Directors In 2010, no compensation was paid to any former non-executive or executive Director. 2010 Compensation of members of the Executive Committee In 2010, the members of the Executive Committee, including the CEO, received salaries, incentives and other elements, including benefits in kind, in line with the compensation policy and as detailed in Table 7 below. In 2010, the CEO received the highest total compensation; his compensation is reported in Table 8. Tables 7 and 8 show in the column “compensation 2009” the number of shares, RSU and options that were granted on February 22, 2010, for the year 2009 (excluding the shares purchased under the Employee Share Purchase Plan). The numbers of units granted were determined after the preparation of the 2009 report and are therefore disclosed retroactively in this 2010 report. The actual values of the granted shares, options and RSU differ slightly from the values reported in 2009. This is the result of the practice that the numbers of shares, options and RSU at grant are rounded to the next whole numbers of units. David Lawrence and other former members of the Executive Committee received contractual but immaterial benefits in kind in relation to their international transfer to their home country. Services from tax advisors relating to years 2008 and 2009 were provided and paid in 2010. These benefits are set out in Table 9. Syngenta Financial Report 2010 105 Table 7. Compensation for members of the Executive Committee (a total of 8 people in 2010) Compensation elements Fixed compensation in cash Allowances in cash STI compensation in cash1 Total compensation in cash DSP deferred shares2, 3, 4 DSP matching shares2, 3, 5 LTI options6 LTI RSU7 ESPP shares Insurance, pension costs Benefits in kind8 Total compensation Company social security cost9 Compensation related to earlier years DSP matching shares10 Company social security cost Number of units 2010 2009 Values 2010 2009 6,302,082 6,235,425 341,020 898,916 446,676 456,145 7,542,018 7,138,246 – – – – 119 4,978 4,978 2,623,024 2,623,024 38,671 2,920,771 8,799 152 2,920,771 16,672 1,412,259 1,412,259 2,495,511 2,496,276 19,608 1,622,657 1,649,371 199,506 337,446 20,468,443 16,960,976 767,235 685,060 5,754 8,223 1,614,572 1,924,182 220,718 256,072 Notes refer to 2010 unless other years are indicated. 1 Short-term incentive in cash, payable in 2011 for 2010 2 The numbers of deferred shares, matching shares, options and RSU for 2009 were granted on February 22, 2010, after the preparation of the 2009 report 3 The numbers of shares, options and RSUs at grant for 2009 were rounded to the next whole number, the values actually granted therefore differ slightly from the values disclosed in the 2009 report 4 Short-term incentive in deferred shares or share awards, will be granted in 2011 for 2010 (the number of shares is not determined at the time of preparing this report) 5 Actual value of DSP matching, shares will be granted in 2014 (the number of shares is not determined at the time of preparing this report) 6 Long-term incentive in options, will be granted in 2011 for 2010 (the number of options is not determined at the time of preparing this report) 7 Long-term incentive in RSU, will be granted in 2011 for 2010 (the number of RSU is not determined at the time of preparing this report) 8 Value of housing, commuting, relocation, education and tax services including refund of relevant tax 9 Due to the rounding of allocated units and the relevant values (see footnote 3), the cost differs slightly from the value disclosed in the 2009 report 10 Matching shares, granted in 2010 for 2006 All values in Swiss francs Syngenta Financial Report 2010 Notes to the Financial Statements of Syngenta AG 106 11. Compensation, shareholdings and loans continued Table 8. Highest compensation for a member of the Executive Committee Compensation elements Fixed compensation in cash Allowances in cash STI compensation in cash1 Total compensation in cash DSP deferred shares2, 3, 4 DSP matching shares2, 3, 5 LTI options6 LTI RSU7 ESPP shares Insurance, pension costs Benefits in kind8 Total compensation Company social security cost9 Compensation related to earlier years DSP matching shares10 Company social security cost Number of units 2010 2009 Values 2010 2009 – – – – 17 1,684 1,684 12,398 2,820 19 1,315,008 1,307,508 109,138 216,883 107,580 119,398 1,641,029 1,534,486 867,533 867,533 960,000 960,000 2,382 399,584 24,522 477,751 477,594 800,043 800,034 2,451 383,546 25,642 5,722,583 4,501,547 198,652 153,533 1,404 2,298 393,962 119,279 537,732 45,555 Notes refer to 2010 unless other years are indicated. 1 Short-term incentive in cash, payable in 2011 for 2010 2 The numbers of deferred shares, matching shares, options and RSU for 2009 were granted on February 22, 2010, after the preparation of the 2009 report 3 The numbers of shares, options and RSUs at grant for 2009 were rounded to the next whole number; the values actually granted therefore differ slightly from the values disclosed in the 2009 report 4 Short-term incentive in deferred shares or share awards, will be granted in 2011 for 2010 (the number of shares is not determined at the time of preparing this report) 5 Actual value of DSP matching, shares will be granted in 2014 (the number of shares is not determined at the time of preparing this report) 6 Long-term incentive in options, will be granted in 2011 for 2010 (the number of options is not determined at the time of preparing this report) 7 Long-term incentive in RSU, will be granted in 2011 for 2010 (the number of RSU is not determined at the time of preparing this report) 8 Value of housing, commuting, relocation, education and tax services including refund of relevant tax 9 Due to the rounding of allocated units and the related values (see footnote 3), the cost differs slightly from the value disclosed in the 2009 report 10 Matching shares, granted in 2010 for 2006 All values in Swiss francs Table 9. Compensation to former members of the Executive Committee Compensation elements Fixed compensation in cash1 STI/LTI compensation in cash2 Total compensation Pension, insurance, benefits in kind3 Company social security cost Compensation related to earlier years DSP matching shares4 Company social security cost Number of units Values 2010 2009 2010 2009 40,443 3,035 2,121 208,690 277,027 485,717 28,990 63,267 490,158 62,740 Notes refer to 2010 unless other years are indicated. 1 David Lawrence, January 1 – April 17, 2009 2 STI/LTI awards 2009 paid prorated in cash due to retirement 3 Benefits in kind are post employment tax and other services to executives that retired from work, including the refund of relevant tax 4 Matching shares, granted in 2009 for 2005, 2006 and 2007 due to retirement in 2009 All values in Swiss francs Syngenta Financial Report 2010 2010 Holding of shares and options Members of the Board of Directors (shares) Table 10. Holding of shares of non-executive Directors* at December 31, 2010 107 Non-executive Directors Martin Taylor Stefan Borgas Peggy Bruzelius Pierre Landolt1 David Lawrence Peter Thompson2 Jacques Vincent Rolf Watter Felix A. Weber Jürg Witmer Total free/restricted shares Total shares Peter Thompson ADS2 Total ADS 2010 Number of free shares Number of restricted shares % voting rights 2010 6,622 – 2,464 7,525 11,226 1,298 3,456 1,857 23 3,000 37,471 48,078 2009 2,744 – 2,464 4,219 9,651 854 2,819 2,177 23 2,300 27,251 36,987 2010 4,998 1,043 – 509 24 – – 2,077 1,407 549 10,607 2009 5,324 422 – 509 24 – – 1,501 1,407 549 9,736 2010 2009 < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% Number of free ADS Number of restricted ADS % voting rights 2010 7,000 7,000 2009 7,000 7,000 2010 2009 2010 2009 – – – – < 0.1% < 0.1% < 0.1% < 0.1% 1 According to Pierre Landolt and the Sandoz Family Foundation, of the total amounts 7,184 shares were held by the Foundation at December 31, 2010, and 3,878 were held at December 31, 2009 2 Peter Thompson holds shares and ADS *Including related parties. Related parties are spouses, parents, children living in the same household, legal entities they own or otherwise control, and any legal or natural person that acts as their fiduciary Members of the Executive Committee (shares) Table 11a. Holding of shares by members of the Executive Committee* as of December 31, 2010 Members of the Executive Committee Michael Mack Alejandro Aruffo John Atkin Robert Berendes Christoph Mäder Mark Peacock Davor Pisk John Ramsay Total shares 2010 Number of vested shares Number of unvested shares Free shares 10,448 2,000 18,869 1,184 3,949 42 4,020 2,561 Restricted shares 10,046 522 3,724 1,257 2,583 60 3,007 3,656 % voting rights Unconverted share awards Unmatched shares Unconverted RSU <0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% – 1,918 1,958 1,031 – 3,418 – – 9,986 2,380 5,622 2,269 2,523 3,418 2,966 3,596 7,689 3,327 3,998 2,717 2,304 2,388 2,264 2,476 Total Vested/ unvested 38,169 10,147 34,171 8,458 11,359 9,326 12,257 12,289 43,073 24,855 < 0.1% 8,325 32,760 27,163 136,176 *Including related parties. Related parties are spouses, parents, children living in the same household, legal entities they own or otherwise control, and any legal or natural person that acts as their fiduciary Syngenta Financial Report 2010 Notes to the Financial Statements of Syngenta AG 108 11. Compensation, shareholdings and loans continued Table 11b. Holding of shares by members of the Executive Committee* at December 31, 2009 (Table 8a in the report 2009) Members of the Executive Committee Active members Michael Mack1 Alejandro Aruffo John Atkin Robert Berendes Christoph Mäder Mark Peacock Davor Pisk John Ramsay Total shares 2009 Michael Mack ADS1 Total ADS 2009 Number of vested shares Number of unvested shares Free shares Restricted shares % voting rights Unconverted share awards Unmatched shares Unconverted RSU 6,211 2,000 21,182 35 3,915 58 3,025 2,672 39,098 34,463 34,463 9,768 43 3,008 971 2,979 62 2,493 3,746 23,070 – – < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% – – – 1,918 3,760 1,321 – 3,413 488 – 9,706 1,918 6,706 2,254 2,917 3,413 2,938 3,684 6,279 4,544 4,439 2,450 2,479 2,113 1,961 2,182 10,900 33,536 26,447 133,051 – – – – – – 34,463 34,463 Total Vested/ unvested 31,964 10,423 39,095 7,031 12,290 9,059 10,905 12,284 1 Michael Mack held shares and ADS *Including related parties. Related parties are spouses, parents, children living in the same household, legal entities they own or otherwise control, and any legal or natural person that acts as their fiduciary The number of vested shares of each individual includes free shares and blocked shares to which voting rights are attached. The unvested shares are shown separately by category including unconverted share awards, unmatched shares and restricted share units (RSU). Members of the Board of Directors (options) Table 12a. Holding of options by non-executive Directors* at December 31, 2010 Year of allocation Underlying equity Term (years) Exercise period (years) Option: share/ADS ratio Exercise price CHF Exercise price USD Vesting status Options held at December 31, 2010: Martin Taylor Stefan Borgas Peggy Bruzelius Pierre Landolt1 David Lawrence2 Peter Thompson3 Jacques Vincent Rolf Watter Felix A. Weber Jürg Witmer Totals by grant year Total options on ADS Total options on shares 2008 Share 2005 Share 10 7 1:1 10 7 1:1 301.50 127.38 2004 ADS 11 8 1:1 14.53 – – – – – 2004 Share 2003 Share 2002 Share 11 8 1:1 11 8 1:1 11 8 1:1 89.30 59.70 98.00 All vested – – – – – – – – – 4,484 2,652 1,713 – – – – – – 2,652 1,713 – – – – 2,050 2,121 3,425 – – – – – – 3,532 – 1,363 6,560 – 1,682 1,615 – – – – – 8,192 6,560 6,534 7,425 6,851 – – – – 3,225 – – – – – 3,225 6,560 32,227 After 2005 no options were granted to non-executive Directors 1 According to Pierre Landolt and the Sandoz Family Foundation, all options are held by the Foundation 2 David Lawrence received options as a former member of the Executive Committee 3 Peter Thompson holds options on shares and ADS *Including related parties. Related parties are spouses, parents, children living in the same household, legal entities they own or otherwise control, and any legal or natural person that acts as their fiduciary Syngenta Financial Report 2010 Table 12b. Holding of options by non-executive Directors* at December 31, 2009 (Table 9a in the report 2009) 109 Options on shares Year of allocation Underlying equity Term (years) Exercise period (years) Option: share ratio Exercise price CHF Vesting status Options held at December 31, 2009: Martin Taylor Stefan Borgas1 Peggy Bruzelius Pierre Landolt2 David Lawrence1, 3 Peter Thompson4 Jacques Vincent Rolf Watter Felix A. Weber Jürg Witmer Totals by grant year Total options on shares Options on ADS Year of allocation Underlying equity Term (years) Exercise period (years) Option: ADS ratio Exercise price USD Vesting status 2008 Share 10 7 1:1 2007 Share 10 7 1:1 2006 Share 2005 Share 10 7 1:1 10 7 1:1 2004 Share 11 8 1:1 2003 Share 11 8 1:1 2002 Share 2000 Share 11 8 1:1 10 7 1:1 301.50 226.70 185.00 127.38 89.30 59.70 98.00 76.50 All vested – – – – – – – – – – – – 1,312 1,281 1,061 685 – – – – – – – – – – – 3,532 4,484 2,652 1,713 2,500 3,225 3,213 4,214 – – – – – – – – – – – 1,363 – 1,682 1,615 – – – – – – – 2,652 1,713 – – – – 2,050 2,121 3,425 – – – – – – – – – 3,213 4,214 9,504 7,815 8,486 7,536 2,500 2004 ADS 11 8 1:1 14.53 6,560 2000 ADS 10 7 1:1 8.68 12,500 All vested – – – – – 3,225 46,493 Options held at December 31, 2009: Peter Thompson4 Total options on ADS 19,060 After 2005 no options were granted to non-executive Directors 1 Stefan Borgas and David Lawrence were elected to members of the Board of Directors at the AGM 2009 2 According to Pierre Landolt and the Sandoz Family Foundation, all options were held by the Foundation 3 David Lawrence received the options in 2006 – 2008 while he was an executive of Syngenta 4 Peter Thompson held options on shares and ADS *Including related parties. Related parties are spouses, parents, children living in the same household, legal entities they own or otherwise control, and any legal or natural person that acts as their fiduciary Syngenta Financial Report 2010 Notes to the Financial Statements of Syngenta AG 110 11. Compensation, shareholdings and loans continued Members of the Executive Committee (options) Table 13a. Holding of options by members of the Executive Committee* as of December 31, 2010 Year of allocation1 2010 2008 2009 2007 Underlying equity Term (years) Exercise period (years) Option: share/ADS ratio Exercise price CHF Vesting status Options held as of December 31, 2010: Members of the Executive Committee Michael Mack Alejandro Aruffo John Atkin Robert Berendes Christoph Mäder Mark Peacock Davor Pisk John Ramsay Totals by grant year Total unvested options Total vested options Total options on shares Share Share Share Share 10 7 1:1 10 7 1:1 283.70 233.43 unvested 10 7 1:1 10 7 1:1 2006 Share 2005 Share 2004 Share 10 7 1:1 10 7 1:1 11 8 1:1 301.50 226.70 185.00 127.38 89.30 vested 12,398 16,426 4,669 6,075 7,077 3,440 5,127 3,589 3,304 3,276 3,739 3,798 2,381 6,843 4,790 3,920 4,055 4,435 4,506 – 5,292 3,362 2,739 2,988 1,666 2,431 – – 2,369 3,993 2,023 2,360 2,453 – – 2,959 4,915 2,212 2,031 3,059 38,671 47,356 23,147 19,273 22,253 – – – – – – 4,138 4,048 – – – 986 5,124 – – – – 4,048 109,174 50,698 159,872 1 All options granted in 2003 and earlier years under the Company option plan are exercised *Including related parties. Related parties are spouses, parents, children living in the same household, legal entities they own or otherwise control, and any legal or natural person that acts as their fiduciary Syngenta Financial Report 2010 Table 13b. Holding of options by members of the Executive Committee* at December 31, 2009 (Table 10a in the report 2009) Year of allocation1 2007 2009 2008 2006 2005 2005 Underlying equity Term (years) Exercise period (years) Option: share/ADS ratio Exercise price Vesting status Options held as of December 31, 2009: Members of the Executive Committee Michael Mack2 Alejandro Aruffo John Atkin Robert Berendes Christoph Mäder Mark Peacock Davor Pisk John Ramsay 111 2004 Share 11 8 1:1 Share Share Share Share ADS Share 10 7 1:1 10 7 1:1 10 7 1:1 10 7 1:1 10 7 1:1 10 7 1:1 CHF 233.43 CHF 301.50 Unvested CHF 226.70 CHF 185.00 USD 21.30 CHF 127.38 CHF 89.30 Vested 16,426 4,669 6,075 7,077 47,319 2,381 6,843 4,790 3,920 4,055 4,435 4,506 – 5,292 3,362 2,739 2,988 1,666 2,431 – 6,930 2,369 3,993 2,023 2,360 2,453 – – 2,959 4,915 2,212 2,031 3,059 – – – – – – – – – – 4,138 5,920 – 3,502 986 – – – 4,048 – – – – Totals by grant year 47,356 23,147 26,203 22,253 47,319 14,546 4,048 Total vested options on shares Total unvested options on shares Total options on shares (vested and unvested) Total options on ADS (all vested) 40,847 96,706 137,553 47,319 1 All options granted in 2003 and earlier years under the Company option plan are exercised 2 Michael Mack held options on shares and ADS *Including related parties. Related parties are spouses, parents, children living in the same household, legal entities they own or otherwise control, and any legal or natural person that acts as their fiduciary Syngenta Financial Report 2010 Notes to the Financial Statements of Syngenta AG 112 11. Compensation, shareholdings and loans continued Contractual provisions, loans, additional benefits The notice periods for members of the Executive Committee and the Chief Executive Officer are in accordance with market practice. All employment agreements with members of the Executive Committee and the CEO are subject to notice periods of 12 months. The agreements with the non-executive Directors are not subject to notice periods. They end on expiry of the Directors’ term of office. The employment agreements with members of the Executive Committee, including the CEO, and the agreements with the members of the Board of Directors, including the Chairman, do not have any change of control clauses. The agreements with members of the Executive Committee or the Board of Directors do not contain any provisions for termination payments (“golden parachute” or “handshake” or similar arrangements) with regard to severance or other events of termination. In case the Chairman is removed from office by the Board of Directors prior to expiry of his term of office, he is entitled to a payment of one fourth of the annual fee. In 2010, no severance payments were made to former Directors or members of the Executive Committee and there were also no loans or credits granted to active or former Directors or members of the Executive Committee, or parties related to them and, at December 31, 2010, there were no such loans or credits outstanding. In 2010, no guarantees, pledges, collateral, promises or other forms of liabilities were entered into with third parties to the benefit of non- executive Directors or members of the Executive Committee, or parties related to them, and, at December 31, 2010, there were no such liabilities outstanding. In 2010, no claims, receivables, or debts of non-executive Directors or members of the Executive Committee, or parties related to them, were waived or cancelled, and, at December 31, 2010, no such items were outstanding. In 2010, no compensation was paid to any active Director or member of the Executive Committee for other services provided, and, as of December 31, 2010, no such payment was outstanding. Valuation and accrual principle The “accrual basis” is applied to all elements of compensation including STI and LTI awards. They are disclosed in accordance with the year for which they are paid. The STI and LTI awards in this 2010 report relate to performance and results in 2010, and will be paid in 2011 or later. This is in line with the accrual principle as requested by relevant guidelines. The number of equity units to be granted for 2010 will be determined after the editorial deadline of this report. As a result, while the compensation amount is known and included, the numbers of shares, RSU and options to be issued for this amount is not determined and not included in this report. The number of equity units that were granted for 2009 had been determined after the editorial deadline of the relevant report. For that reason, the actual numbers of shares, RSU, and options awarded for 2009 are included in this 2010 report (see Tables 7 and 8). The shares for the incentive year 2010 that will be allocated to the DSP in 2011 will be matched in 2014 if the vesting condition is met. In this report, the same value as determined for the deferral of shares in 2011 was used to state the value of the expected matching of shares in 2014. Some exceptions to the “accrual principle” apply to personal tax services, which the Company has paid for some members of the Executive Committee and the Chairman of the Board of Directors. Tax compliance services typically lag behind the year of compensation by one or more years. The amounts payable for services that relate to employment income 2010 cannot be determined at this time. In Notes 2 and 24 to the Syngenta Group consolidated financial statements included in the Financial Report, the amounts disclosed for equity-settled awards is the expense recognized for the period calculated in accordance with IFRS 2 “Share Based Payment”. In this report, the same equity-settled awards are disclosed as the values at grant date and consequently differ. Cash-settled awards are disclosed in accordance with the year for which they are paid. Appropriation of Available Earnings of Syngenta AG (CHF million) Available earnings: Balance brought forward from previous year Net profit of the year Total available earnings Appropriation of available earnings: Payment of a dividend Transfer to free reserves Total available earnings after appropriation Dividend waived for treasury shares held by the Company To be carried forward on this account Syngenta Financial Report 2010 2010 2009 113 1,870 814 2,684 – (500) 2,184 – 2,184 2,009 720 2,729 (568) (300) 1,861 9 1,870 In 2009, the AGM approved a dividend payment of CHF 6.00. For 2010, the Board of Directors proposes to the Annual General Meeting, instead of a dividend distribution out of the available earnings, a dividend out of reserves from capital contributions (legal reserves) of CHF 7.00 per share. Shares held in 2010 by Syngenta for cancellation are not included in the dividend calculation. The dividend attributable to the treasury shares under the control of the Company at the date of the dividend payment will be waived, and therefore reduce the total dividend payment made, but not the amount of the dividend per share. Syngenta Financial Report 2010 Report of the Statutory Auditor on the Financial Statements 114 To the General Meeting of Syngenta AG, Basel Basel, February 8, 2011 As statutory auditor, we have audited the financial statements of Syngenta AG, which comprise the income statement, balance sheet and notes (pages 93 to 112) for the year ended December 31, 2010. Board of Directors’ responsibility The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. Auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements for the year ended December 31, 2010 comply with Swiss law and the company’s articles of incorporation. Report on other legal requirements We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (Art. 728 Code of Obligations (CO) and Art. 11 AOA) and that there are no circumstances incompatible with our independence. In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of financial statements according to the instructions of the Board of Directors. We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company’s articles of incorporation. We recommend that the financial statements submitted to you be approved. Ernst & Young AG /s/ Nigel Jones Licensed audit expert (Auditor in charge) /s/ Stuart A. Reid Licensed audit expert Syngenta Financial Report 2010 115 Cautionary Statement Regarding Forward-Looking Statements This Annual Review contains forward-looking statements, which can be identified by terminology such as “expert”, “would”, “will”, “potential”, “plans”, “prospects”, “estimated”, “aiming”, “on track”, and similar expressions. Such statements may be subject to risks and uncertainties that could cause actual results to differ materially from these statements. We refer you to Syngenta’s publicly available filings with the US 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. For the business year 2010, Syngenta has published three reports: Annual Review (incorporating the Corporate Responsibility Report), Financial Report, and the Corporate Governance and Compensation Report. These publications are also available on the Internet site www.syngenta.com All documents were originally published in English. The Annual Review 2010 and the Corporate Governance Report 2010 are also available in German. Syngenta International AG, Basel, Switzerland. All rights reserved. Editorial completion: February 2011. Syngenta Financial Report 2010 116 0 1 0 2 t r o p e R Financial Report 2010 l i i a c n a n F a t n e g n y S For the business year 2010, Syngenta has published three reports: Annual Review (incorporating the Corporate Responsibility Report), Financial Report and Corporate Governance and Compensation Report. All documents were originally published in English. The Annual Review 2010 and the Corporate Governance and Compensation Report 2010 are also available in German. These publications are also available on the Internet: www.syngenta.com Syngenta International AG, Basel, Switzerland. All rights reserved. Editorial completion: February 2011. Design and production: Radley Yeldar, London, UK Printing: NZZ Fretz AG, Zürich, Switzerland Printed on Hello Silk, made with wood fiber from managed forests and manufactured at a mill that has achieved the ISO14001 and EMAS environmental management standards. ® Registered trademarks of a Syngenta Group Company ™ Trademarks of a Syngenta Group Company The SYNGENTA Wordmark, BRINGING PLANT POTENTIAL TO LIFE and the Purpose icon device are trademarks or registered trademarks of a Syngenta Group Company. Switzerland Investor Relations T +41 61 323 5883 F +41 61 323 5880 E global.investor_relations@syngenta.com Media Relations T +41 61 323 2323 F +41 61 323 2424 E media.relations@syngenta.com Share Register T +41 58 399 6133 F +41 58 499 6193 E syngenta.aktienregister@sag.ch Shareholder Services T +41 61 323 9492 F +41 61 568 4146 E shareholder.services@syngenta.com Ordering of publications T +41 58 399 6133 E syngenta.aktienregister@sag.ch Syngenta switchboard T +41 61 323 1111 F +41 61 323 1212 E global.webmaster@syngenta.com USA Investor Relations T +1 202 737 6520 T +1 202 737 6521 E global.investor_relations@syngenta.com Media Relations T +1 202 628 2372 F +1 202 347 8758 E media.relations_us@syngenta.com Contacts for ADS holders T +1 866 253 7068 – from within the USA T +1 201 680 6825 – from outside the USA Syngenta International AG Corporate Affairs Schwarzwaldallee 215 P.O. Box CH-4002 Basel Switzerland www.syngenta.com Article number 016843.040 Corporate Governance and Compensation Report 2010 For the business year 2010, Syngenta has published three reports: Annual Review (incorporating the Corporate Responsibility Report), Financial Report and Corporate Governance and Compensation Report. All documents were originally published in English. The Annual Review 2010 and the Corporate Governance and Compensation Report 2010 are also available in German. These publications are also available on the Internet: www.syngenta.com Syngenta International AG, Basel, Switzerland. All rights reserved. Editorial completion: February 2011. Design and production: Radley Yeldar, London, UK Printing: NZZ Fretz AG, Zürich, Switzerland Printed on Hello Silk, made with wood fiber from managed forests and manufactured at a mill that has achieved the ISO14001 and EMAS environmental management standards. ® Registered trademarks of a Syngenta Group Company ™ Trademarks of a Syngenta Group Company The SYNGENTA Wordmark, BRINGING PLANT POTENTIAL TO LIFE and the Purpose icon device are trademarks or registered trademarks of a Syngenta Group Company. Switzerland Investor Relations T +41 61 323 5883 F +41 61 323 5880 E global.investor_relations@syngenta.com Media Relations T +41 61 323 2323 F +41 61 323 2424 E media.relations@syngenta.com Share Register T +41 58 399 6133 F +41 58 499 6193 E syngenta.aktienregister@sag.ch Shareholder Services T +41 61 323 9492 F +41 61 568 4146 E shareholder.services@syngenta.com Ordering of publications T +41 58 399 6133 E syngenta.aktienregister@sag.ch Syngenta switchboard T +41 61 323 1111 F +41 61 323 1212 E global.webmaster@syngenta.com USA Investor Relations T +1 202 737 6520 T +1 202 737 6521 E global.investor_relations@syngenta.com Media Relations T +1 202 628 2372 F +1 202 347 8758 E media.relations_us@syngenta.com Contacts for ADS holders T +1 866 253 7068 – from within the USA T +1 201 680 6825 – from outside the USA Syngenta International AG Corporate Affairs Schwarzwaldallee 215 P.O. Box CH-4002 Basel Switzerland www.syngenta.com Article number 016842.040 Corporate Governance Report 2009 Syngenta Corporate Governance and Compensation Report 2010 Contents Corporate Governance Report 01 Introduction 01 Organizational structure 02 Capital structure and shareholders 05 11 13 14 Board of Directors Executive Committee External auditor Information policy Compensation Report 15 Overview 15 Compensation system 18 Compensation governance 19 Compensation of the Board of Directors and the Executive Committee 19 20 23 2010 Compensation of the Board of Directors 2010 Compensation of members of the Executive Committee 2010 Holding of shares and options 28 Contractual provisions, loans and additional benefits 28 Valuation and accrual principle Syngenta Corporate Governance and Compensation Report 2010 Appropriate measures are in place to ensure full compliance with all Corporate Governance related legal requirements, regulations and internal documents. 01 More information can be obtained on the Syngenta website www.syngenta.com or by writing to: Syngenta AG, FAO: Company Secretary, PO Box, CH-4002 Basel, Switzerland. 1 See section “Information policy” 2 The Form 20-F Annual Report is expected to be available by end of February 2011 on www.syngenta.com, section “Investor Relations” Corporate Governance Report Introduction Corporate Governance at Syngenta is designed to support the Company in its efforts to create and foster sustainable value for all stakeholders. The term “Corporate Governance” refers to Syngenta’s structure and operational practices. Since the creation of the Company, its Board of Directors has given priority to the Corporate Governance framework by proactively and continuously implementing and improving best corporate governance standards. Syngenta’s Corporate Governance is aligned and fully compliant with international standards and practice. The Company meets: – the legal requirements as set forth in articles 663b and 663c of the Swiss Code of Obligations – the SIX Swiss Exchange Directive on Information relating to Corporate Governance – the standards established in the “Swiss Code of Best Practice for Corporate Governance” – the Corporate Governance Listing Standards of the New York Stock Exchange (NYSE), as applicable for foreign private issuers1, and – the applicable requirements of the US Sarbanes-Oxley Act of 2002, including the certification of its Annual Report on Form 20-F2 by the CEO and the CFO Organizational structure Shareholders Board of Directors *CEO Head Human Resources Head Corporate Affairs *COO Crop Protection *COO Seeds *Head Global Operations *Head Business Development *Head Research & Development *Head Legal & Taxes *CFO *Members of the Executive Committee Under Swiss company law, Syngenta AG is registered as a stock corporation (Aktiengesellschaft) that has issued registered shares to investors. It was first listed on November 13, 2000, and has its main offices at Schwarzwaldallee 215, CH-4002 Basel. Syngenta AG is the parent company of the Syngenta Group. For details regarding the structure of the Company’s operations, associates and joint ventures, please refer to the information contained in Note 3 to the Financial Statements of Syngenta AG in the Financial Report 2010, which can be accessed on www.syngenta.com (see section “Investor Relations”). Syngenta Corporate Governance and Compensation Report 2010 Corporate Governance Report 02 Capital structure and shareholders Share capital and shares The nominal share capital of Syngenta as of December 31, 2010, is CHF 9,459,984.90, fully paid-in and divided into 94,599,849 registered shares with a par value of CHF 0.10 each. Syngenta shares are listed and traded in Switzerland on the SIX Swiss Exchange and in the United States on the New York Stock Exchange in the form of American Depositary Shares. Syngenta shares Primary exchange Valor ISIN Symbol Currency Par value SIX Swiss Exchange 1103746 CH0011037469 SYNN CHF 0.10 Syngenta ADS (American Depositary Shares) Primary exchange New York Stock Exchange Instrument ADS (American Depositary Share) Ratio ISIN Symbol CUSIP 1 ordinary share = 5 ADS US87160A1007 SYT 87160A100 Conditional and authorized share capital, bonus certificates, participation certificates Syngenta does not have any conditional capital and has not issued any bonus certificates (Genussscheine) or participation certificates (Partizipationsscheine). At the Annual General Meeting (AGM) of April 20, 2010, shareholders voted to give the Board of Directors the authority to increase the share capital by a maximum of CHF 945,998.50 (10%) anytime until April 20, 2012, through issuance of a maximum of 9,459,985 fully paid-in registered shares with a par value of CHF 0.10 each. The terms and conditions of this entitlement to issue authorized capital are set down in article 4bis of the Articles of Incorporation. The Articles of Incorporation are available in print or can be downloaded from the Syngenta website http://www.syngenta.com/global/corporate/en/about- syngenta/governance/Pages/articles-of-incorporation.aspx. Changes in capital Since its establishment in 2000, Syngenta has not increased its share capital. The share capital has however been reduced several times by repayment of nominal value of shares and/or by cancellation of repurchased shares as approved by the AGM. The 2008 AGM authorized the Board of Directors to repurchase shares of up to 10% of the share capital for cancellation and subsequent further reduction of the share capital. This repurchase program started in 2010; the shares bought back in 2010 will be proposed for cancellation to shareholders at the AGM of April 19, 2011. Since its foundation in 2000, the share capital of Syngenta has developed as follows: AGM date April 20, 2010 April 21, 2009 April 22, 2008 May 02, 2007 April 19, 2006 April 26, 2005 April 27, 2004 April 29, 2003 April 23, 2002 Share capital (CHF) Number of fully paid- in registered shares 9,459,984.90 94,599,849 9,459,984.90 94,599,849 9,691,485.70 96,914,857 10,076,326.70 100,763,267 239,300,188.00 104,043,560 595,662,183.20 106,368,247 934,286,047.20 112,564,584 1,125,645,840.00 112,564,584 1,125,645,840.00 112,564,584 Nominal value (CHF) 0.10 0.10 0.10 0.10 2.30 5.60 8.30 10.00 10.00 November 13, 2000 (Foundation) 1,125,645,840.00 112,564,584 10.00 A table with detailed information on changes in the Syngenta share capital can be found in Note 5 to the Financial Statements of Syngenta AG in the Financial Report. Convertible bonds and warrants/options Syngenta has not issued any convertible bonds. The Company has issued options under its employee compensation plans. Details relating to all options granted under the Syngenta Long-Term Incentive Plan are contained in Note 23 to the Group Consolidated Financial Statements. Each of the granted options gives the holder the right to purchase one registered share, or American Depositary Share (ADS), respectively. The total of all options outstanding corresponds to 1.4% of the total share capital as of December 31, 2010. Syngenta Corporate Governance and Compensation Report 2010 Shareholder participation rights Each share recorded and registered under a shareholder’s name in the Swiss share register of Syngenta entitles its holder to one vote. There are no preferential rights for individual shareholders. 03 Shares may be voted without any limit in scope if holders expressly declare having acquired these shares in their own name and for their own account. In accordance with article 659a of the Swiss Code of Obligations, the Company cannot exercise the voting rights relating to the shares held in treasury. A shareholder may at any time request that Syngenta confirms the number of shares registered under his name in the Company’s share register. Shareholders are not entitled, however, to demand the printing and delivery of certificates representing shares. On the New York Stock Exchange, the shares are traded in the form of American Depositary Shares (ADS). ADS are US securities representing Syngenta shares; five ADS represent one Syngenta share. The Bank of New York Mellon acts as the Syngenta Depositary for ADS and administers the ADS program in the US. Syngenta ADS holders are entitled to give written instructions to the Depositary on how to vote on their behalf at a general meeting. Shareholders may request a registration in the share register at any time. For technical reasons, however, the share register closes several working days prior to a shareholders’ meeting. The closing date is published well in advance. Only shareholders registered before the closing date of the share register may vote their shares at a general meeting of shareholders. Shareholders may only be represented at a shareholder’s meeting by their legal representative, another shareholder with the right to vote, proxies designated in agreements or in regulations relating to nominees, corporate bodies, independent proxies, or by a bank or broker. Syngenta has issued special provisions concerning nominee registrations: a nominee holding more than 3% of the Company’s share capital may be registered as a nominee with voting rights only if the nominee discloses the identity of those ultimate beneficial owners of shares claiming 1% or more of the Company’s share capital. Significant shareholders During the fiscal year 2010, Syngenta made the following notification: Name and location of shareholder, nominee or ADS depositary Date reaching, exceeding or falling below a threshold value Notified holding of voting rights in % of Syngenta’s share capital The Capital Group Companies, Inc., Los Angeles January 1, 2010 12.28%1 1 Percentage of voting rights granted to a Capital Group subsidiary by funds under management that previously voted proxies independently No other party disclosed a notifiable holding in the share capital of Syngenta AG in the course of 2010. To our knowledge, the following holdings of 3% or more in the Syngenta share capital, as already reported and disclosed in the 2009 Corporate Governance Report, are therefore still valid: Name and location of shareholder, nominee or ADS depositary Date reaching, exceeding or falling below a threshold value The Growth Fund of Americas, Inc., Los Angeles January 5, 2009 The BlackRock, Inc., New York December 1, 2009 2 No updates notified in 2010 Notified holding in % of Syngenta’s share capital 4.942 3.842 To our knowledge, as of December 31, 2010, no other party held 3% or more of the share capital of Syngenta AG. In addition, Syngenta has no cross shareholdings exceeding a reciprocal 3% of capital or voting rights with any other company. As of December 31, 2010, Syngenta AG itself held 2,392,751 shares in treasury corresponding to 2.53% of the share capital. Share capital and shares Share capital (CHF) Number of registered shareholders 9,459,984.90 62,433 % Total number of shares 94,599,849 100 Number of shares registered in the name of shareholders Number of shares in dispo (not registered) Number of shares per registered shareholder 55,468,787 39,131,062 59 41 1 – 50 51 – 100 101 – 1’000 1,001 – 5,000 5,001 – 10,000 10,001 – 50,000 50,001 – 100,000 > 100,000 Shareholders by category (in % of registered shares) Private individuals Institutional investors 36,761 11,126 12,970 1,145 156 193 29 53 % 12 88 Syngenta Corporate Governance and Compensation Report 2010 Corporate Governance Report 04 General meetings of shareholders Under Swiss law, an Annual General Meeting must be held within six months after the end of the Company’s financial year. Shareholders’ meetings may be convened by the Board of Directors or, if necessary, by the statutory auditor. An invitation including the detailed agenda and explanation of proposals by the Board is sent to every registered shareholder at the latest 20 days before the date of the Annual General Meeting. The Board of Directors is further required to convene an extraordinary shareholders’ meeting if determined by an ordinary shareholders’ meeting, if requested by shareholders holding in the aggregate at least 10% of the share capital of Syngenta or if requested by the auditor. The shareholders’ meeting passes resolutions and holds elections, if not otherwise required by law or the Company’s Articles of Incorporation, with the absolute majority of the votes represented. Under Swiss law and per the Company’s Articles of Incorporation, a resolution passed at a shareholders’ meeting with a supermajority of 662/3% of the votes represented and the absolute majority of the nominal value of the Syngenta shares represented is required for: – The alteration of the purpose of the Company – The creation of shares with increased voting powers – An implementation of restrictions on the transfer of registered shares and the removal of such restrictions – An authorized or conditional increase of the share capital – An increase of the share capital made through a transformation of reserves, by contribution in kind, for the purpose of an acquisition of property and the grant of special rights – A restriction or suspension of preemptive rights – A change of location of the registered office of the Company – The dissolution of the Company In addition, any provision in the Articles of Incorporation for a stricter voting requirement than the voting requirements prescribed by law or the existing Articles of Incorporation must be adopted in accordance with such stricter voting requirements. The Articles of Incorporation of Syngenta do not contain provisions that lay down stricter voting requirements for shareholders’ meetings than the voting requirements prescribed by law and described above. Other shareholder rights All shareholders are entitled to equal dividends. American Depositary Share (ADS) holders receive dividends in proportion to the number of Syngenta shares represented by ADS. Syngenta does not apply any restrictions or limitations on the transferability and tradability of its shares and ADS. Moreover, one or more shareholders whose combined shareholdings represent an aggregate nominal value of at least CHF 10,000 may demand that an item be included in the agenda of a General Meeting of Shareholders. Such a demand must be made in writing at the latest 60 days before the meeting and specify the items and proposals of these shareholders. Change of control Under the Swiss Stock Exchange Act, shareholders and groups of shareholders who directly, indirectly or acting in concert acquire more than 331/3% of the voting rights of a company incorporated in Switzerland of which at least one class of equity securities is listed on the Swiss Stock Exchange must submit a takeover bid to all remaining shareholders. A Company may raise this threshold to 49% of the voting rights (“opting up”) or may, under certain circumstances, waive the threshold (“opting out”). The Articles of Incorporation of Syngenta do not include any such provision. For more information on this chapter, please refer to the Syngenta Articles of Incorporation, which are available on the Syngenta website http://www.syngenta.com/global/corporate/en/about- syngenta/governance/Pages/articles-of-incorporation.aspx. Syngenta Corporate Governance and Compensation Report 2010 Board of Directors The following chart provides an overview on the Syngenta Board of Directors and its Committees: 05 Martin Taylor, Chairman Jürg Witmer, Vice Chairman Michael Mack, CEO Board of Directors Stefan Borgas Peggy Bruzelius Pierre Landolt David Lawrence Peter Thompson Jacques Vincent Rolf Watter Felix A. Weber Chairman’s Committee Audit Committee Compensation Committee Martin Taylor, Chairman Jürg Witmer Michael Mack Rolf Watter Peggy Bruzelius, Chairman Stefan Borgas Peter Thompson Felix A. Weber, Chairman Martin Taylor Jacques Vincent Jürg Witmer Michael Mack (guest) Corporate Responsibility Committee Martin Taylor, Chairman Michael Mack Pierre Landolt David Lawrence As of December 31, 2010 Qualification, election and terms of office Syngenta is led by a strong and experienced Board. The Board includes representatives from six nationalities, drawn from broad international business and scientific backgrounds. Its members bring diversity in expertise and perspective to the leadership of a complex, highly regulated, global business. The activities performed by the non-executive Directors, apart from their duties as non-executive Directors of the Board of Syngenta, are not related to the Company. The members of the Board of Directors are elected by the shareholders at the Annual General Meeting. The elections are held individually. According to the Articles of Incorporation, the terms of office are coordinated so that every year approximately one-third of all members of the Board are subject to election; a term of office may not exceed three years. The members of the Board automatically retire after the lapse of the twelfth year of office or, if earlier, on expiry of the seventieth year of age. In each case, retirement becomes effective on the date of the next Annual General Meeting following such event. Role of the Board of Directors and the Board Committees The Board exercises full and effective control of the Company. It holds ultimate responsibility for the strategy and for the supervision of executive management. In addition, the Board of Directors takes an active role in reviewing and enhancing Corporate Governance within Syngenta. The main responsibilities of the Board of Directors are the following: Responsibilities – Ultimate direction of the business of the Company and the giving of the necessary directives – Determination of the duties and responsibilities of the Chairman of the Board, the Chairman’s Committee, the CEO and the Executive Committee – Approval of the organization of accounting, financial control, and financial planning – Approval of the quarterly Reports and of the Annual Report for the Company as a whole and for the Divisions – Appointment and removal of the persons entrusted with the management and representation of the Company – Approval of the principles of leadership and communication – Ultimate supervision of the persons entrusted with the management of the Company, specifically in view of their compliance with the law, the Articles of Incorporation, regulations and directives – Preparation of General Meetings of shareholders and the carrying out of the resolutions adopted by such General Meetings of shareholders – Approval of corporate policy, including financial, investment, personnel, and safety and environmental protection policies – Approval of acquisitions/divestments of companies, businesses, of fixed assets, land, IT projects, product lines and licenses – Approval of the Company’s entry into new spheres of activity and withdrawal from existing ones – Approval of the choice of new or the closing of existing sites of fundamental significance – Adoption of resolutions concerning the increase of share capital to the extent that such power is vested in the Board of Directors, as well as resolutions concerning the confirmation of capital increases and respective amendments to the Articles of Incorporation – Approval of the strategic direction and the strategic plans of the – Examination of the professional qualifications of the external auditor Company and of its Divisions; approval of budgets and other financial targets and decisions on the financial means necessary to attain those targets – Determination of the essential features of the organization of the Company – Approval of the institution or defense of legal proceedings in cases of fundamental significance for the Company – Notification of the court if liabilities exceed assets The Company Secretary acts as Secretary to the Board Syngenta Corporate Governance and Compensation Report 2010 Corporate Governance Report 06 The Board of Directors meets on a regular basis. The Chairman, after consultation with the Chief Executive Officer, determines the agenda for the Board meetings. Any member of the Board of Directors may request the convening of a meeting or the inclusion of items of business in the agenda. In 2010, apart from the Board meetings, Board members conducted discussions with Officers of the Company to review relevant matters at hand, visited operating locations of the Company and provided information to management as needed. The Board of Directors regularly reviews its own and senior management’s performance, and takes responsibility for succession planning. Some of the Board’s responsibilities are delegated to the Chairman’s Committee, the Audit Committee, the Compensation Committee, and the Corporate Responsibility Committee. The Board Committees meet on a regular basis. Their members are provided with the materials necessary to fulfill their duties and responsibilities, and to submit full reports to the Board. Risk Management is of highest importance in Syngenta; responsibility for this is assumed by the full Board and, within the scope of its duties, by every individual Board Committee. The Board members nominate the Chairman of the Board. He shares responsibility for the strategic direction of Syngenta with the Chief Executive Officer (CEO). He ensures close liaison between the Board, its Committees and the CEO. In consultation with the CEO, the Chairman supervises the implementation of resolutions of the Board and of its Committees. The Chairman represents, jointly with the CEO, the interests of the Company as a whole towards authorities and business associations, both in Switzerland and internationally. The Board of Directors of Syngenta has delegated the operational management of business operations to the Executive Committee. Information and control instruments of the Board of Directors The Board recognizes the importance of being fully informed on material matters that impact Syngenta. It supervises management and monitors its performance through reporting and controlling processes and through the Board Committees. It ensures that it has sufficient information to make the appropriate decisions through the following means: – All members of the Executive Committee are regularly invited to attend Board meetings to report on their areas of responsibility, including key data for the core businesses, financial information, existing and potential risks, and updates on developments in important markets. Other members of management attend Board meetings as deemed necessary by the Board – At each Board meeting, the CEO reports on the meetings of the Executive Committee. The Chairman receives the minutes of the Executive Committee meetings; on request the minutes are available to all members of the Board of Directors – All Board Committees regularly meet with members of management, external advisors and the external auditor – Important information is regularly sent to the Board Internal Audit Internal Audit, as an inspecting and monitoring body, carries out control, operational and system audits. All organizational units and associated companies are subject to audit. Audit plans are reviewed and approved by the Audit Committee, and any suspected irregularities are reported without delay. Internal Audit maintains a regular dialogue with the external auditor to share reports and risk issues arising from their respective audits and to coordinate their activities. In connection with the operation of controls, including controls over financial reporting, a self-certification “Letter of Assurance” process is in place. The letters of assurance are cascaded down through the organization. The returned letters are analyzed, evaluated and any arising issues and deficiencies are reported to the Head of Internal Audit and the Audit Committee. Internal Audit reports on issues arising from internal audits to the Audit Committee. The Audit Committee reports to the Board of Directors. External auditor The external auditor is accountable to the Audit Committee, the Board of Directors and ultimately to the shareholders. At the completion of the audit, the external auditor presents and discusses the audit report on the financial statements with the Audit Committee, highlighting any significant internal control issues identified during the course of the audit. The external auditor regularly participates in the Audit Committee meetings, and at least once a year the lead partners take part in a meeting with the Board of Directors. Board of Directors oversight over external audit The Audit Committee, on behalf of the Board of Directors, is responsible for monitoring the performance of the external auditor, checking its independence, and coordinating its work with Internal Audit. In addition, the Audit Committee monitors the implementation of findings of external and internal auditors by management. The Audit Committee meets regularly with the lead partners of the external auditor, as well as with Internal Audit. In addition, it prepares proposals for the appointment or removal of the external auditor for submission to the Board, which then nominates the external auditor for election by the Annual General Meeting. As an additional duty, according to the US Sarbanes-Oxley Act of 2002, the Audit Committee pre-approves all audit and non-audit services rendered by the external auditor. It reports to the Board of Directors about the discussions with the external auditor. At least once a year, the lead partners take part in a meeting of the Board of Directors. Board of Directors Members Martin Taylor2 Jürg Witmer Michael Mack Stefan Borgas Peggy Bruzelius Pierre Landolt David Lawrence Peter Thompson Jacques Vincent Rolf Watter Felix A. Weber 1 Five meetings held in 2010 2 Chairman Meetings attended1 5 5 5 5 5 5 5 5 5 5 5 Syngenta Corporate Governance and Compensation Report 2010 Chairman’s Committee Responsibilities Compensation Committee Responsibilities 07 – Prepares the meetings of the Board of Directors – Reviews and sets the compensation of the members of the – Makes decisions on behalf of the Board in urgent cases Executive Committee – Deals with all business for the attention of the Board of Directors, and comments on matters falling within the Board’s authority before the latter makes any decision on them – Makes recommendations to the Board on the compensation of the Chairman, the CEO and the members of the Board – Defines the rules of the Long-Term Incentive Plan (LTI) and the – Acts as Nomination Committee for Board successions – Upon request of the CEO, approves on its own authority appointments to selected senior positions – Approves acquisitions/divestments of companies, businesses, fixed assets, land, IT projects, product lines and licenses within the financial limits established by the Board of Directors The Chairman’s Committee consists of four members: the Chairman, the Vice Chairman, the CEO and one other member of the Board; the Company Secretary acts as Secretary to the Committee. Members Martin Taylor2 Jürg Witmer Michael Mack Rolf Watter 1 Five meetings held in 2010 2 Chairman Audit Committee Responsibilities Meetings attended1 5 5 5 4 – Monitors the performance of external and internal auditors as well as the independence of the external auditor – Monitors the implementation of findings of external and internal auditors by Management – Assesses the quality of the financial reporting and prepares Board decisions in this area – Reviews critical accounting policies, financial control mechanisms and compliance with corresponding laws and regulations The Audit Committee consists of at least three independent, non- executive Directors; a member of the Corporate Legal Department acts as Secretary to the Committee. Members3 Peggy Bruzelius2 Stefan Borgas Peter Thompson Meetings attended1 6 6 6 1 Six meetings held in 2010, whereof two were telephone conferences 2 Chairman 3 The external auditor attended all meetings in 2010, except one telephone conference. The CFO is generally invited to the meetings of the Audit Committee Deferred Share Plan (DSP) The Compensation Committee consists of four non-executive Directors; the Global Head of Human Resources acts as Secretary to the Committee. Members3 Felix A. Weber2 Martin Taylor Jacques Vincent Jürg Witmer Meetings attended1 4 4 4 4 1 Four meetings held in 2010 2 Chairman 3 The CEO attends the Compensation Committee meetings as a permanent guest, except when his own compensation or other subjects with reference to his own situation are discussed Corporate Responsibility Committee Responsibilities – Acts as custodian of the Board in all Corporate Responsibility matters – Reviews Corporate Responsibility related actions proposed by the Executive Committee – Monitors the effectiveness of the implementation of Corporate Responsibility related internal policies The Corporate Responsibility Committee consists of at least three non-executive Directors and the CEO; the Company Secretary acts as Secretary to the Committee. Members Martin Taylor2 Pierre Landolt Michael Mack David Lawrence 1 Two meetings held in 2010 2 Chairman Meetings attended1 2 2 2 2 Syngenta Corporate Governance and Compensation Report 2010 Corporate Governance Report 08 Board of Directors (at December 31, 2010) Martin Taylor British, age 58 Functions in Syngenta Chairman of the Board, non-executive Director Chairman of the Chairman’s Committee and the Corporate Responsibility Committee, and member of the Compensation Committee. He is also Chairman of the Syngenta Foundation for Sustainable Agriculture Professional background Martin Taylor is currently Vice Chairman of RTL Group SA. Previously he was an Advisor to Goldman Sachs International (1999–2005), Chairman of WHSmith plc (1999–2003), and Chief Executive Officer of Barclays plc (1993–1998) and Courtaulds Textiles (1990–1993). He is a member of the British government’s Independent Banking Commission. Jürg Witmer Swiss, age 62 Functions in Syngenta Vice Chairman, non-executive Director Member of the Chairman’s Committee and of the Compensation Committee Professional background Jürg Witmer is currently Chairman of Givaudan SA and Clariant AG. He joined Roche (1978) in the legal department and subsequently held a number of positions including Assistant to the CEO, General Manager of Roche Far East based in Hong Kong, Head of Corporate Communications and Public Affairs at Roche headquarters in Basel, Switzerland, and General Manager of Roche Austria. He became CEO of Givaudan Roure (1999) and then Chairman of the Board of Directors of Givaudan (2005). Jürg Witmer has a doctorate in law from the University of Zurich, as well as a degree in international studies from the University of Geneva. Martin Taylor has a degree in oriental languages from Oxford University. Initial appointment: 2006 Term of office: 2012 Initial appointment in: 2000 Term of office: 2011 Michael Mack American, age 50 Functions in Syngenta Chief Executive Officer (CEO), executive Director Member of the Chairman’s Committee and the Corporate Responsibility Committee Professional background Michael Mack was Chief Operating Officer of Seeds (2004–2007) and Head of Crop Protection, NAFTA Region (2002–2004) for Syngenta. Prior to this, he was President of the Global Paper Division of Imerys SA, a French mining and pigments concern, from the time of its merger in 1999 with English China Clays Ltd., where he was Executive Vice President, Americas and Pacific Region, in addition to being an Executive Director of the Board. From 1987 to 1996 he held various roles with Mead Corporation. Michael Mack is also Chairman of the Board of the Swiss-American Chamber of Commerce. Michael Mack has a degree in economics from Kalamazoo College in Michigan, studied at the University of Strasbourg, and has an MBA from Harvard University. Initial appointment in: 2008 Term of office: 2013 Stefan Borgas German, age 46 Functions in Syngenta Non-executive Director Member of the Audit Committee Professional background Stefan Borgas has been President and Chief Executive Officer of Lonza since June 2004. Prior to joining Lonza, he spent 14 years with BASF Group where he held various leadership positions in Fine Chemicals and Engineering Plastics in the USA, Germany, Ireland and China. Stefan Borgas holds a degree in Business Administration from the University of Saarbrücken and a Master of Business Administration from the University of St. Gallen. He is member of the Board of SGCI Chemie Pharma Schweiz, the association of Swiss chemical and pharmaceutical industries, of the Swiss-American Chamber of Commerce and of the Swiss Management Gesellschaft (SMG). Initial appointment: 2009 Term of office: 2012 Syngenta Corporate Governance and Compensation Report 2010 09 Peggy Bruzelius Swedish, age 61 Functions in Syngenta Non-executive Director Chairman of the Audit Committee Professional background Peggy Bruzelius is currently Chairman of Lancelot Holding AB. In addition she serves as Vice Chairman of Electrolux AB and as a Director of Husqvarna AB, Akzo Nobel NV, Axfood AB and Diageo plc. Peggy Bruzelius is a member of the Royal Swedish Academy of Engineering Sciences. In addition she is a member of the Board of Trustees of the Stockholm School of Economics. Previously she was Executive Vice President of SEB-bank (1997–1998) and Chief Executive Officer of ABB Financial Services (1991–1997). Peggy Bruzelius holds a Master of Science from the Stockholm School of Economics and an Honorary Doctorate from the same university. Initial appointment: 2000 Term of office: 2012 David Lawrence British, age 61 Functions in Syngenta Non-executive Director Member of the Corporate Responsibility Committee and Chairman of the Science and Technology Advisory Board Professional background David Lawrence was Head of Research & Development at Syngenta from September 1, 2002 until the end of September, 2008. Prior to this role, David Lawrence was Head Research & Technology Projects (2000–2002) for Syngenta. Prior to this, he was Head International R&D Projects for Zeneca Agrochemicals, having previously held several senior scientific roles. He is also a member of the BBSRC Council and a Board member for Rothamsted Research, Plastid AS and the UK Biosciences Knowledge Transfer Network for which he chairs the Industrial Biotechnology Group. He is a member of the UK Foresight Lead Expert Group on Food and Farming, and of the UK Industrial Biotechnology Leadership Team. David Lawrence graduated in chemistry from Oxford University with an MA and DPhil in chemical pharmacology. Initial appointment: 2009 Term of office: 2012 Pierre Landolt Swiss, age 63 Functions in Syngenta Non-executive Director Member of the Corporate Responsibility Committee. He is also a member of the Board of the Syngenta Foundation for Sustainable Agriculture Professional background Pierre Landolt is currently Chairman of the Sandoz Family Foundation and a Director of Novartis AG. He is also a partner with unlimited liabilities of the private bank Landolt & Cie. Pierre Landolt serves, in Brazil, as President of the Instituto Fazenda Tamanduá, of the Instituto Estrela de Fomento ao Microcrédito, of AxialPar Ltda and Moco Agropecuaria Ltda, and, in Switzerland, as Chairman of Emasan AG and Vaucher Manufacture Fleurier SA, and as Vice Chairman of Parmigiani Fleurier SA. He is a Director of EcoCarbone SAS, France, and Amazentis SA, Switzerland. He is also Vice Chairman of the Montreux Jazz Festival Foundation. Pierre Landolt graduated with a Bachelor of Laws from the University of Paris Assas. Initial appointment: 2000 Term of office: 2012 Peter Thompson American, age 64 Functions in Syngenta Non-executive Director Member of the Audit Committee Professional background Peter Thompson is currently a Director of Sodexo SA. Previously he was President and Chief Executive Officer of PepsiCo Beverages International (1996–2004), President of PepsiCo Foods International’s Europe, Middle East and Africa Division (1995–1996) and of Walkers Snack Foods in the UK (1994–1995). Before joining PepsiCo he held various senior management roles with Grand Metropolitan plc, including President and Chief Executive Officer of GrandMet Foods Europe (1992–1994), Vice Chairman of The Pillsbury Company (1990–1992), and President and Chief Executive Officer of The Paddington Corporation (1984–1990). He is also Chairman of the Vero Beach Museum of Art. Peter Thompson has a degree in modern languages from Oxford University and an MBA from Columbia University. Initial appointment: 2000 Term of office: 2011 Syngenta Corporate Governance and Compensation Report 2010 Corporate Governance Report 10 Jacques Vincent French, age 64 Functions in Syngenta Non-executive Director Felix A. Weber Swiss, age 60 Functions in Syngenta Non-executive Director Member of the Compensation Committee Director and Chairman of the Compensation Committee Professional background Jacques Vincent has been Vice Chairman and Chief Operating Officer of the Danone Group, Paris, from 1998 until 2008. He retired from this company in 2010 and sits on the board of various companies, among them Danone, Yakult, Cereplast and Mediaperformance. He began his career with Danone in 1970 and has since held various financial and overall management positions within this group. Jacques Vincent is a graduate engineer of the Ecole Centrale, Paris. He holds a bachelor in Economics from Paris University and a Master of Science from Stanford University. Initial appointment: 2005 Term of office: 2013 Professional background Felix A. Weber is currently Executive Committee Co-Chairman of Nomura Switzerland and a Managing Director of Nomura International Ltd. Previously, he was a Director of Publigroupe (2005–2009), a Director of Valora (2006–2008), a Director of Glacier Holdings GP SA and Glacier Holdings S.C.A (former parent entities of Cablecom GmbH) (2003–2005), a Director of Cablecom GmbH (2004–2005), Managing Director of Lehman Brothers Ltd. (2006–2008), Executive Vice President and Chief Financial Officer of Adecco SA (1998–2004), Associate Project Manager and Principal of McKinsey & Company in Zurich (1989–1997), and Chief Executive Officer of Alusuisse South Africa (1982–1984). Felix A. Weber graduated from the University of St. Gallen with an MBA in operations research and finance and a PhD in marketing. Initial appointment: 2000 Term of office: 2011 Rolf Watter Swiss, age 52 Functions in Syngenta Non-executive Director Member of the Chairman’s Committee Professional background Rolf Watter has been a partner in the law firm Bär & Karrer in Zurich since 1994. He was a member of its executive board and later an executive Director from 2000 until 2009. He is a non-executive Director of Zurich Financial Services (and its subsidiary Zurich Insurance Company), of Nobel Biocare Holding AG, of UBS Alternative Portfolio AG and A.W. Faber-Castell (Holding) AG. He was formerly non-executive Chairman of Cablecom Holding (2003–2008), a Director of Centerpulse AG (2002–2003), of Forbo Holding AG (1999–2005) and of Feldschlösschen Getränke AG (2001–2004). In addition, Rolf Watter is a part-time professor at the Law School of the University of Zurich and a member of the SIX Swiss Exchange Regulatory Board and its Disclosure Commission of Experts. Rolf Watter graduated from the University of Zurich with a doctorate in law and holds an LLM degree from Georgetown University; he is admitted to the Bar of Zurich. Initial appointment: 2000 Term of office: 2011 Syngenta Corporate Governance and Compensation Report 2010 Executive Committee (at December 31, 2010) 11 Michael Mack American, age 50 Functions in Syngenta Chief Executive Officer (CEO), executive Director Member of the Chairman’s Committee and the Corporate Responsibility Committee Professional background Michael Mack was Chief Operating Officer of Seeds (2004–2007) and Head of Crop Protection, NAFTA Region (2002–2004) for Syngenta. Prior to this, he was President of the Global Paper Division of Imerys SA, a French mining and pigments concern, from the time of its merger in 1999 with English China Clays Ltd., where he was Executive Vice President, Americas and Pacific Region, in addition to being an Executive Director of the Board. From 1987 to 1996 he held various roles with Mead Corporation. Michael Mack is also Chairman of the Board of the Swiss-American Chamber of Commerce. Michael Mack has a degree in economics from Kalamazoo College in Michigan, studied at the University of Strasbourg, and has an MBA from Harvard University. Initial appointment: 2008 Alejandro Aruffo Italian/American, age 51 Function in Syngenta Head of Research & Development Professional background Alejandro Aruffo was Vice President Global Pharmaceutical Development, Abbott (2005–2008), President Abbott Bioresearch Center and Vice President Abbott Immunology Research and Development (2003–2005), President Abbott Bioresearch Center and Divisional Vice President Abbott Immunology Research (2002–2003), Vice President Cardiovascular and Metabolic Disease Drug Discovery (2001–2002), and Vice President Immunology Drug Discovery (1998–2001) for Bristol-Myers Squibb. Prior to these roles he held various positions at Bristol-Myers Squibb. He graduated from the University of Washington with BSc degrees in chemistry and mathematics and from Harvard University with a PhD in biophysics. Initial appointment: 2008 Executive Committee Under the direction of the CEO, the Executive Committee is responsible for the operational management of the Company. It consists of the Chief Executive Officer (CEO), the Chief Operating Officers (COO) of Crop Protection and Seeds, the Chief Financial Officer (CFO), the Head of Research & Development, the Head of Global Operations, the Head of Business Development, and the Head of Legal & Taxes. The CEO is nominated by the Board and shares responsibility for the strategic direction of Syngenta with the Chairman. The CEO is ultimately responsible for the active leadership and operational management of Syngenta and chairs the Executive Committee, representing the latter both inside and outside the Company. Members of the Executive Committee are directly responsible to the CEO. The CEO in turn ensures the Executive Committee’s efficiency and effectiveness for the Chairman, the Chairman’s Committee, and the Board. The CEO represents, jointly with the Chairman, the interests of the Company as a whole to authorities and business associations, both in Switzerland and internationally. Executive Committee Responsibilities – Formulates the fundamentals of corporate policy – Draws up and approves the Group strategy and strategic plans for the submission to the Board of Directors or the Chairman’s Committee – Implements the strategies and the periodic assessment of the attainment of goals – Draws up, approves, and implements one-year plans for the Company and the Divisions for the attention of the Chairman’s Committee – Submits quarterly and yearly reports for the attention of the Board of Directors or its Committees – Makes personnel appointments and modifications to the organization within its own area of authority – Promotes a modern and active leadership style – Ensures provision and optimal utilization of resources (finances, management capacity) – Promotes an active communications policy both within and outside the Company – Examines and approves significant agreements with third parties and business activities involving extraordinary high risks – Establishes guidelines for planning, organization, finance, reporting, information technology etc. Members Michael Mack1 Alejandro Aruffo John Atkin Robert Berendes Christoph Mäder Mark Peacock Davor Pisk John Ramsay 1 CEO Syngenta Corporate Governance and Compensation Report 2010 Corporate Governance Report 12 John Atkin British, age 57 Christoph Mäder Swiss, age 51 Function in Syngenta Chief Operating Officer Crop Protection Functions in Syngenta Head of Legal & Taxes and Company Secretary Professional background John Atkin was Chief Executive Officer (1999–2000), Chief Operating Officer (1999), Head of Product Portfolio Management (1998), and Head of Insecticides and Patron for Asia (1997–1998) of Novartis Crop Protection. Prior to 1998 he was General Manager of Sandoz Agro France (1995–1997) and Head of Sandoz Agro Northern Europe (1993–1995). In 2008 he was appointed Visiting Professor at the Institute for Research on Environment and Sustainability (IRES) at the University of Newcastle upon Tyne. He is also Chairman of CropLife’s Crop Protection Strategy Council (global industry association). Professional background Christoph Mäder was Head of Legal & Public Affairs for Novartis Crop Protection (1999–2000) and Senior Corporate Counsel for Novartis International AG (1992–1998). He is Chairman of SGCI Chemie Pharma Schweiz, the association of Swiss chemical and pharmaceutical industries. He is also a member of the Executive Committee of the Board of economiesuisse, the main umbrella organization representing the Swiss economy and of the Executive Board of the Business and Industry Advisory Committee (BIAC) to the Organization for Economic Co-operation and Development (OECD). He graduated from the University of Newcastle upon Tyne with a PhD and a BSc degree in agricultural zoology. He graduated from Basel University Law School, and is admitted to the Bar in Switzerland. Initial appointment: 2000 Initial appointment: 2000 Robert Berendes German, age 45 Function in Syngenta Head of Business Development Mark Peacock British, age 49 Function in Syngenta Head of Global Operations Professional background Robert Berendes was Head of Diverse Field Crops (2005–2006) and Head of Strategy, Planning and M&A (2002–2005) for Syngenta. Prior to this, he was a partner and co-leader of the European chemical practice at McKinsey & Company. He graduated from the University of Cologne with a diploma in chemistry and has a PhD in biophysics from the Max-Planck-Institute for Biochemistry/Technical University of Munich. Initial appointment: 2007 Professional background Mark Peacock was previously Head of Global Supply (2003–2006) and Regional Supply Manager for Asia Pacific (2000–2003) for Syngenta. Prior to this he was a Product Manager in Zeneca Agrochemicals and General Manager of the Electrophotography Business in Zeneca Specialties. He has a degree in chemical engineering from Imperial College, London, and a Masters in international management from McGill University in Montreal. Initial appointment: 2007 Syngenta Corporate Governance and Compensation Report 2010 Davor Pisk British, age 52 Function in Syngenta Chief Operating Officer Seeds Management contracts Syngenta has not entered into management contracts with any third party. External auditor 13 Duration of the mandate and term of office of the lead auditor Ernst & Young was initially appointed as external auditor at the Annual General Meeting in April 2002. The appointment of the external auditor is for one year and is renewed annually. Before the proposal for re-election in 2010, Ernst & Young has run through a formal tender process. The lead partner in charge of the audit engagement assumed this position in 2009. Professional background Davor Pisk was Region Head Crop Protection Asia Pacific (2003– 2007) for Syngenta and Region Head Asia for Zeneca Agrochemicals (1998–2001). Prior to 1998, he was Head of Herbicides for Zeneca (1993–1997) and General Manager of ICI Czechoslovakia (1991–1993). External auditor fees (USD million) Audit services Audit-related services Tax services He has a BA in Economics and Politics from Exeter University, UK, and an MA in Political Science from the University of California, USA. Other services/additional fees Total 2010 2009 7.8 0.3 0.4 0.2 8.7 8.7 0.9 0.3 0.2 10.1 Initial appointment: 2008 John Ramsay British, age 53 Function in Syngenta Chief Financial Officer Professional background John Ramsay was Group Financial Controller (2000–2007) for Syngenta. Prior to that, he was Zeneca Agrochemicals Finance Head Asia Pacific (1994–1999), Financial Controller ICI Malaysia (1990–1993), and ICI Plant Protection Regional Controller Latin America (1987–1990). Before joining ICI in 1984, he worked in Audit and Tax at KPMG. He is a Chartered Accountant and also holds an honors degree in finance and accounting. Initial appointment: 2007 – Audit services are defined as the audit work required to allow the external auditor to issue an opinion on the statutory and regulatory filings of the Group and its subsidiaries. This category includes services such as comfort letters, statutory audits, attest services, consents and assistance with and review of documents filed with the US Securities and Exchange Commission. – Audit related services include assurance and associated services provided by auditors but which are not necessarily provided by the external auditor. These services include audit of pension funds and employee benefit plans, internal control reviews and consultation concerning financial accounting and reporting standards. – Tax services include all services performed by the external auditor’s tax division except those services related to the audit. It includes tax compliance, tax planning, and tax advice. – Other services/additional fees include advice relating to process improvements, training and subscription fees for accounting, and reporting updates. Syngenta Corporate Governance and Compensation Report 2010 Corporate Governance Report 14 Information policy Syngenta is committed to an open and fair information policy concerning its shareholders and other stakeholders. Publications are made available to all shareholders at the same time. All shareholders registered in the Syngenta share register automatically receive an invitation to the Annual General Meeting and to order the Syngenta Annual Report. The Annual Report 2010 comprises three documents: the Annual Review (incorporating the Corporate Responsibility Report), the Financial Report and the Corporate Governance and Compensation Report. Financial statements are prepared in accordance with International Financial Reporting Standards (IFRS). In addition to the Financial Report, an annual report on Form 20-F is produced and filed with the United States Securities and Exchange Commission (SEC). Press releases are also furnished to the SEC under cover of Form 6-K. An archive of Annual Reports and 20-F filings is available in the Investor Relations section on www.syngenta.com. The site also provides a full set of earnings releases, recent investor presentations, and answers to the most frequently asked questions. The Syngenta Investor Relations program includes: – full and half year results presentations – quarterly conference calls – meetings with investors and analysts in the major financial centers – visits to the Company’s Research & Development facilities – visits to the Company’s operations in various locations – presentations at broker-sponsored industry conferences US regulatory disclosure requirements As a Swiss Company listed on the New York Stock Exchange (NYSE), Syngenta complies with the disclosure requirements of the US Securities and Exchange Commission (SEC) and the NYSE requirements applicable for foreign private issuers. These include Form 20-F filings and press releases furnished under cover of Form 6-K to the SEC. These documents can be found on www.syngenta.com. Syngenta meets the vast majority of the NYSE Corporate Governance Standards. In accordance with NYSE’s listing standards, any differences are disclosed in Form 20-F filed with the SEC. Website information (selection) Topic Website Syngenta homepage www.syngenta.com Board of Directors and Executive Committee Articles of Incorporation Code of Conduct Corporate Governance NYSE Corporate Responsibility Investor Relations Shareholder Information News Center Publications http://www.syngenta.com/global/ corporate/en/about-syngenta/ management-and-board/Pages/ management-and-board.aspx http://www.syngenta.com/ global/corporate/en/about- syngenta/governance/Pages/ articles-of-incorporation.aspx http://www.syngenta.com/global/ corporate/en/about-syngenta/code-of- conduct/Pages/code-of-conduct.aspx http://www.syngenta.com/ global/corporate/en/ about-syngenta/governance/ Pages/corporate-governance-nyse.aspx http://www.syngenta.com/global/ corporate/en/about-syngenta/ corporate-responsibility/Pages/ corporate-responsibility.aspx http://www.syngenta.com/ global/corporate/en/investor-relations/ Pages/investor-relations.aspx http://www.syngenta.com/ global/corporate/en/investor-relations/ general-shareholder-information/Pages/ general-shareholder-information.aspx http://www.syngenta.com/global/ corporate/en/news-center/ Pages/home.aspx http://www.syngenta.com/global/ corporate/en/about-syngenta/Pages/ publications.aspx Compensation Report Syngenta Corporate Governance and Compensation Report 2010 Overview The Compensation Report describes Syngenta’s approach to compensation, its principles and elements in general as well as its governance. It also provides detailed information on the compensation of the Board of Directors and the Executive Committee for 2010. This is in accordance with Appendix 1 of the Swiss Code of Best Practice for Corporate Governance and in line with Swiss law and the relevant reporting standards. The Compensation Report is identical in all material aspects to the information contained in Note 11 to the audited financial statements of Syngenta AG included in the Financial Report. Compensation system Compensation principles Syngenta’s compensation principles are centered on the need to provide simple, transparent, performance-oriented and market competitive compensation for all employees, including senior executives. In particular, the compensation policy and system are designed to: – attract and retain highly qualified successful employees to deliver the strategic plans and objectives of the Company – encourage and reward personal contribution and individual performance in accordance with our Company values – align reward with sustainable performance and recognize excellence – align the interests of employees, shareholders, and other stakeholders All employees, including senior executives, are subject to a formalized performance management process. This process is built on a number of guiding principles with the aim of aligning individual, team and organizational objectives, stretching performance, and supporting individual development. The Syngenta remuneration structure supports both individual and organizational performance by linking individual performance and the financial success of the Company to compensation. The link to compensation is one of the key elements by which Syngenta differentiates and recognizes individual performance and leadership. Annual performance ratings of individuals influence both the annual base pay and variable compensation. Changes to annual base pay are influenced by individual performance and salary budgets that are based on the economic situation of Syngenta. The compensation of all employees is reviewed on a regular basis and is designed with reference to total compensation levels for comparable positions at relevant benchmark companies. For example, an individual who achieves his or her performance objectives is generally awarded compensation comparable to the median level of compensation provided by benchmark companies. Each country regularly conducts market research and participates in the Hay Group, Hewitt, Mercer and Towers Watson salary surveys plus any appropriate local surveys. Where possible, employee salaries for each role are benchmarked against two groups within their country: – Related industry group – examples would include BASF, Bayer, Dow Chemical, Du Pont, Monsanto – General industry group – especially for functional roles such as Finance and Legal, comparisons to a range of industries are used, including chemical, pharmaceutical, industrial, oil and gas, and consumer goods Compensation of members of the Executive Committee is also reviewed on a regular basis. It is benchmarked against a set of relevant comparable companies and markets that are evaluated and selected to provide the best representation of the labor markets in which Syngenta competes for top talent. For 2010, this included the following two groups of comparable companies: 15 – Swiss Group: Twelve comparable multinational companies headquartered in Switzerland, which included ten relevant SMI companies and two SMIM companies. Financial institutions and insurance companies were excluded – Pan-European Group: Twenty companies selected from the FT Euro 500 list. The companies are in the chemical, pharmaceutical, industrial, oil and gas, and consumer goods sectors, and all have significant R&D operations. These comparable companies are larger or smaller than Syngenta, and are based in Belgium, Germany, England, France, Ireland, the Netherlands and Switzerland. In addition, the Compensation Committee reviews data from selected agribusiness, pharmaceutical, and chemical companies headquartered in the US and Canada. Taking into account all of this data, the performance of the business and individuals, and the recommendation of the external advisor, the Compensation Committee uses its judgment to determine the appropriate compensation levels of the Executive Committee. Every year, the Syngenta Compensation Committee reviews with the external advisor the sets of comparable companies and industries for appropriateness and comparability. Pension and insurance information are reviewed periodically. The compensation of members of the Board of Directors is compared to the same Swiss companies that are relevant for compensation of the members of the Executive Committee. The market data for each role in the Executive Committee is supplied by the external compensation advisor (Hay Group), which also provides market information and advice on compensation for the Chairman and other non-executive Directors. The Board of Directors and the Compensation Committee currently consult with the Hay Group on compensation policy matters and other relevant market information. Syngenta collaborates with the Hay Group only in compensation related areas. As necessary, other independent compensation advisors are consulted. In addition, support and expertise are provided by internal compensation experts, including the Global Head of Human Resources and Global Head of Compensation and Benefits. Compensation elements Three elements of compensation are relevant for Syngenta: – fixed compensation – base salary/pay – variable compensation – short-term incentive plans and, for selected senior executives, long-term incentive plans – benefits Fixed compensation Fixed compensation is typically paid in cash on a monthly basis as base salary, which is set by reference to the: – size and scope of the job – skills, experience and performance of the individual – level or grade to which the job is assigned – external market value of the job Syngenta Corporate Governance and Compensation Report 2010 Compensation Report 16 Base salaries also serve as the basis for variable compensation. In order to ensure accuracy, base salaries are subject to review every year by considering such factors as benchmark data, market movement, economic considerations, and the performance management process. In addition, certain employees may receive customary cash allowances for expenses and, if applicable, housing, relocation or transition assistance as part of an international transfer. Variable compensation Variable compensation consists of short-term and, for certain senior executives, long-term incentives, and is linked to performance. The variable compensation is determined by the size and scope of the role, location, skills and experience of the individual, business performance and individual performance, as well as the external market value of the respective role. Depending on the applicable plans, variable compensation can be granted in cash, shares, restricted stock units and/or stock options. A significant portion of the short-term and long-term incentive programs for members of the Executive Committee and senior managers is equity based and subject to a vesting period. The purpose of equity-based compensation is to encourage the Executive Committee and senior managers to focus on the long- lasting success and growth of the Company, and to align their compensation with shareholders’ interests. Both short-term and long-term awards are determined solely on the basis of pre-defined performance measures. They are only awarded if the employee or executive fully meets the performance objectives. Details of the various short-term and long-term incentive plans are provided in the following sections. Benefits Benefits relate mainly to pension, insurance and healthcare plans with the purpose to establish a reasonable level of security for all employees and their dependants with respect to retirement, health, disability and death. The level of benefits is subject to country-specific laws, regulations and market practices. Other benefits that may be paid according to local market practice include long-service awards and perquisites. Employees at all levels who have been transferred onto an international assignment may also receive benefits in line with the Syngenta International Assignee Policy. Table 1. Fixed and variable compensation Chairman of the Board Members of the Board Executive Committee Senior Management All employees Description Fixed compensation Fixed pay Variable compensation Short-Term Incentive (STI) Deferred Share Plan (DSP) Long-Term Incentive Plan (LTI) Sales Incentive Plan (SIP) Employee Share Purchase Plan (ESPP) • • • • • • • • • • • • • • • Cash – all employees Members of the Board may opt for cash and/or shares Cash – all employees For senior management and Executive Committee, cash and/or equity For senior management and Executive Committee, blocked shares (or share awards) and matching shares For senior management and Executive Committee, stock options and Restricted Stock Units Linkage to compensation principles Attract and retain high quality employees; reference to relevant markets and comparable companies Performance-based compensation Equity-based compensation with focus on sustainable business performance Equity-based compensation focusing on sustainable business performance • Cash – sales employees only Performance-based compensation • Plan for all Switzerland based Syngenta employees: Share purchase up to CHF 5,000.– p.a. at 50 percent discount rate Identification with and commitment towards Company Syngenta Corporate Governance and Compensation Report 2010 Short-Term Incentive (STI) The Short-Term Incentive (STI) is an annual discretionary bonus in cash for eligible employees throughout Syngenta. The amount of STI paid is based on the achievement of financial results and individual performance. The target value for STI is defined as a percentage of the annual base salary and is reviewed periodically. For employees below Executive Committee, both the financial results and the individual performance are weighted equally at 50 percent for the STI calculation. This variable compensation component allows employees to participate in the Company’s success and also to be rewarded for their individual performance. On an annual basis, specific financial targets are set for each business unit. They are determined for the various functions in different business units and may comprise measures such as group net income, divisional results of business value added, earnings before interest, tax and amortization, etc. The personal targets are set as part of the performance management process. Depending on the percentage achieved against the relevant targets, both the financial and individual awards can range from 0 to 200 percent of the target. For Executive Committee members, a greater emphasis is placed on the achievement of financial results, with the weighting of the STI elements being 70 percent on Group financial measures and 30 percent on individual performance. The achieved financial results are measures such as group net income, earnings per share, return on invested capital, business value added, all based on the respective annual results. Deferred Share Plan (DSP) The DSP is an enhancement to the STI for members of the Executive Committee and selected senior managers, and is designed to reward leadership, innovation and performance. It aims to provide an opportunity for greater share ownership among the Company’s key senior management to align reward with sustainable business performance. Under the DSP a fixed percentage of the STI is mandatorily delivered in either deferred shares or deferred share awards instead of cash. Deferred shares are blocked from trading for three years, and share awards convert to tradable shares after the deferral period. In addition, a participant may elect to allocate a further portion of the STI in deferred shares or share awards on a voluntary basis. At the end of the three year deferral period, Syngenta matches on a one-for-one basis every deferred share or share award delivered through the DSP, which doubles the total number of shares ultimately received by the employee. The Compensation Committee determines the value of a deferred share at grant date by reference to the market price of the Syngenta share. The value of such a deferred share may rise and fall in line with the Syngenta share price. The determination of the number of deferred shares is based on the share price at grant date and the amount of STI eligible for deferral (mandatory and any voluntary amount). The calculation is made by applying the following formula: Number of deferred shares = (Mandatory Deferral percent + Voluntary Deferral percent) x STI award Grant Value The matching of the deferred shares or share awards is subject to continued employment with Syngenta until after the expiration of the three-year deferral period. If retirement age is reached prior to expiration of the deferral period, the matching is accelerated. Long-Term Incentive (LTI) The LTI is a long-term element of the compensation of members of the Executive Committee and selected senior managers, and is designed 17 to reward leadership, innovation and performance. It provides participants with stock-based incentives that link the potential amount of total compensation to Syngenta’s market value (share price). It also helps them to align their business contribution more closely with the interests of our shareholders. Participants are granted an LTI award as a percentage of their base salary, based on the achievement of individual performance objectives. They receive 50 percent as stock options and 50 percent as restricted stock units (RSU), subject to a three-year blocking period. The grants of stock options and RSU in equal parts balance the advantages and risks of each instrument. Stock options and RSU allow participants to benefit from increases in the stock price. At vesting, RSU convert to shares regardless of the market price of Syngenta shares. For options to have any value, the market price of Syngenta’s shares must exceed the defined exercise price during the exercise period. Stock options: Syngenta stock options represent the right to purchase Syngenta shares at a fixed price for a fixed period of time. To calculate the number of options awarded, half of the value of the LTI award is divided by the option value at the grant date. The fair value of an option is measured using the Black-Scholes-Merton formula, a commonly accepted stock option pricing method. The exercise price of the options is set equal to the share price determined for deferred shares under the DSP at the day of grant (see paragraph on DSP). Stock options have a term of 10 or 11 years and cannot be exercised during a three-year vesting period following the date of grant. After the three-year vesting period, each option gives the right to purchase one share at a fixed price. There is a period of (usually) seven years to decide when to exercise, after which time the options would lapse. RSU: Syngenta restricted stock units represent the right to receive Syngenta shares free of charge at the end of the three-year vesting period. To calculate the number of RSU awarded, half of the LTI award is divided by the share value at the date of grant. The value of an RSU is set equal to the share price determined for deferred shares under the DSP (see paragraph on DSP). After a three-year vesting period, each RSU converts automatically into one free tradable Syngenta share. Both the vesting of stock options and RSU are subject to continued employment with Syngenta until after the expiration of the three-year vesting period. If retirement age is reached prior to expiration of the vesting period, vesting is accelerated. Sales Incentive Plans (SIP) The SIP is a sales bonus measurement and payment instrument designed for employees in sales functions. It offers these employees the chance to be compensated for their personal and team success, based on the performance achieved against sales targets. The SIP does not apply to members of the Executive Committee. Employee Share Purchase Plan (Switzerland) The Employee Share Purchase Plan (ESPP) is an instrument that allows Swiss employees to become Syngenta shareholders by purchasing shares at a preferential price. All employees in Switzerland, including members of the Executive Committee, are eligible to participate in the ESPP. Shares purchased under the ESPP are subject to a blocking period of three years. Under the Swiss ESPP, participants can purchase shares for 50 percent of the share value at the date of grant up to a maximum share value of CHF 5,000. Where reasonably possible, similar all-employee share plans are in operation in other countries, taking into account local practices, tax and legal requirements. Syngenta Corporate Governance and Compensation Report 2010 Compensation Report 18 Compensation structure The compensation elements described in the Compensation Report refer primarily to the practice in Switzerland. Although many of the elements are operated consistently on a global basis, local market variations apply. Correlation between fixed and variable, and between cash and equity-based compensation for members of Executive Committee (including CEO) According to the Syngenta compensation plans, the correlation between variable and fixed compensation for the members of the Executive Committee is as follows: Table 2. Fixed and variable compensation Members of the Executive Committee Target incentive [%] Maximum incentive [%] 100 150 250 100 270 370 Chief Executive Officer Target incentive [%] Maximum incentive [%] 100 244 344 100 438 538 Fixed compensation Variable compensation Total Table 2 shows that variable compensation at both target and maximum level forms a higher proportion of total compensation than fixed compensation. The split of total compensation between cash and equity-based components is as follows: Table 3. Cash and equity-based compensation Members of the Executive Committee Target incentive [%] Maximum incentive [%] 44 56 100 32 68 100 Chief Executive Officer Target incentive [%] Maximum incentive [%] 34 66 100 25 75 100 Cash payments Equity-based awards Total 100% in table 3 are equal to 250/370/344/538% in table 2 respectively Table 3 shows that equity-based compensation at both target and maximum level is higher than cash compensation. Members of the Executive Committee are therefore highly exposed to share price movements in order to focus them on the long-term success of Syngenta and to align their interests with those of the Syngenta shareholders. Compensation governance The Compensation Committee of the Board of Directors is the supervisory and governing body for the Syngenta compensation policy and practices for senior executives and members of the Board of Directors. It has the responsibility to determine, review and propose compensation and benefits in accordance with the authorization levels set out below. The Committee consists of four independent non- executive Directors. No Committee member is cross-linked with any of the non-executive Directors of the Board or members of the Executive Committee. The CEO is a guest at the meetings of the Committee except when his own compensation is reviewed. The Chairman and the Vice Chairman do not attend the meeting when the Committee agrees on proposals to the Board of Directors with regard to their own compensation. Authorities for compensation-related decisions are governed as follows: Table 4. Authorization levels Topic Recommendation Decision-making authority Compensation of the Chairman Committee Board of Directors Compensation of non-executive Directors Compensation Committee Board of Directors Compensation Compensation Compensation of the CEO Committee Board of Directors Compensation of other members of the Executive Committee Compensation Committee – STI and LTI awards for the CEO Committee Board of Directors Compensation STI and LTI awards for other members of the Executive Committee Compensation Committee – The Committee reviews annually the compensation policies and systems applicable to members of the Executive Committee as well as non-executive Directors of the Company, and makes recommendations to the Board of Directors. The Compensation Committee also has the responsibility for any decision affecting pension, insurance, and other benefit policies and systems for members of the Executive Committee (excluding the CEO, for which the Board of Directors has responsibility). Furthermore, it has authority to make decisions with regard to any material pension or insurance plans of the Company, and any shareholding and compensation program that involves the use of equity. For all employees, the authorization of any amendments to their compensation would, as a minimum, be by their line manager and the next level of management. If the proposed change could impact others, then a decision would be made by the appropriate level of management at country, regional or Group level. Syngenta Corporate Governance and Compensation Report 2010 Compensation of the Board of Directors and the Executive Committee Compensation of non-executive Directors Non-executive Directors receive an annual fee (cash or shares, or a combination of both). This consists of a basic fee for services to the Board and an additional fee for individual assignments to committees of the Board. No variable compensation is paid to non-executive Directors. Table 5. Annual fees for non-executive Directors Function Base fees: Chairman of the Board Vice-Chairman of the Board Member of the Board Additional fees 1: Member of the Chairman’s Committee Head of the Audit Committee Member of the Audit Committee Head of the Compensation Committee Member of the Compensation Committee Member of the Corporate Responsibility Committee Chairman of the Science and Technology Advisory Board 1 No additional fees are payable to the Chairman and the Vice-Chairman Annual fee (CHF) 2,350,000 360,000 205,000 100,000 110,000 30,000 70,000 20,000 20,000 20,000 2010 Compensation of the Board of Directors Table 6a. Compensation of non-executive Directors in 2010 Non-executive Directors have the option of receiving part of their annual fee in the form of shares that are either freely tradable or blocked from trading for five years. This option exists in order to maintain their focus on Syngenta’s long-term, sustainable success and align their interests with shareholder’s interests. 19 Shares are granted once a year. The grant value of a Syngenta share at grant date is the market price. Compensation of the Chairman The non-executive Chairman of the Board receives a predefined annual fee but no variable compensation. The annual fee is paid partly in cash and partly in a mandatory portion of restricted shares. The value of the fixed share portion is equal to one-third of the net fee (after tax and social security charges). The grant value of a Syngenta share at grant date is the market price. The shares are blocked from trading for a period of three years. In addition, the Chairman receives certain benefits such as assistance with housing, commuting, and tax services (see Table 6a for details). Subject to his re-election at the AGM 2011, and anticipating a reduction of his time commitment, the base fee for the Chairman (cash and shares) will be adjusted from CHF 2,350,000 to CHF 1,600,000. Compensation of the CEO The Chief Executive Officer (CEO) is a member of the Board of Directors and a member of the Executive Committee. His compensation is disclosed as part of 2010 compensation for members of the Executive Committee. Non-executive Directors Martin Taylor Stefan Borgas Peggy Bruzelius Pierre Landolt2 David Lawrence Peter Thompson Jacques Vincent Rolf Watter Felix A. Weber Jürg Witmer Total Fee in cash 1,948,253 70,500 315,000 Fee in free shares – – – 11,468 213,540 122,500 117,500 122,666 117,633 56,255 168,766 Fee in restricted shares 401,747 164,527 – – – – – 152,500 275,000 360,000 – – – 152,604 – – Number free shares – – – 806 463 444 637 – – – Number restricted shares 1,489 621 – – – – – 576 – – Total number shares Benefits in kind/ cash1 Total annual fee/benefits received Company social security cost Total annual cost 1,489 234,024 2,584,024 – 2,584,024 621 – 806 463 444 637 576 – – – – – – – – – – – 235,027 12,409 247,436 315,000 79,979 394,979 225,008 14,417 239,425 245,166 32,773 277,939 235,133 225,021 – – 235,133 225,021 305,104 17,058 322,162 275,000 17,597 292,597 360,000 23,003 383,003 3,428,976 622,605 718,878 2,350 2,686 5,036 234,024 5,004,483 197,236 5,201,719 1 Housing, commuting and tax services, including refund of relevant tax (cash) 2 According to Pierre Landolt and the Sandoz Family Foundation, the Foundation is the economic beneficiary of the fee All values in Swiss francs Syngenta Corporate Governance and Compensation Report 2010 Compensation Report 20 Table 6b. Compensation of non-executive Directors in 2009 (Table 3a in the report 2009) Non-executive Directors Martin Taylor Stefan Borgas2 Peggy Bruzelius Peter Doyle3 Rupert Gasser3 Pierre Landolt4 David Lawrence5 Peter Thompson Jacques Vincent Rolf Watter Felix A. Weber Jürg Witmer Total Fee in cash 1,890,586 47,000 295,000 81,667 120,000 Fee in free shares – – – – – 11,980 223,166 98,000 65,361 117,500 117,703 56,247 168,742 Fee in restricted shares 459,414 109,890 – – – – – – – 169,000 55,000 341,667 – – – 112,755 220,041 – Number free shares – – – – – 857 251 452 648 – – – Number restricted shares 1,833 422 – – – – – – – 433 845 – Total number shares Benefits in kind/ cash1 1,833 176,370 2,526,370 Total annual fee/benefits received Company cost social security Total annual cost – 2,526,370 422 – – – 857 251 452 648 433 845 – – – – – – – – – – – – 156,890 8,318 165,208 295,000 70,594 365,594 81,667 – 81,667 120,000 7,544 127,544 235,146 15,062 250,208 163,361 235,203 224,989 – – – 163,361 235,203 224,989 281,755 16,214 297,969 275,041 14,062 289,103 341,667 21,837 363,504 3,283,647 574,972 902,100 2,208 3,533 5,741 176,370 4,937,089 153,631 5,090,720 1 Housing, commuting and tax services, including refund of relevant tax (cash) 2 Stefan Borgas was elected to the Board of Directors at the AGM 2009 3 Rupert Gasser’s and Peter Doyle’s term of office ended at the AGM 2009 4 According to Pierre Landolt and the Sandoz Family Foundation, the Foundation is the economic beneficiary of the fee 5 David Lawrence was elected to the Board of Directors at the AGM 2009 All values in Swiss francs 2010 Compensation of former Directors In 2010, no compensation was paid to any former non-executive or executive Director. 2010 Compensation of members of the Executive Committee In 2010, the members of the Executive Committee, including the CEO, received salaries, incentives and other elements, including benefits in kind, in line with the compensation policy and as detailed in Table 7 below. In 2010, the CEO received the highest total compensation; his compensation is reported in Table 8. Tables 7 and 8 show in the column “compensation 2009” the number of shares, RSU and options that were granted on February 22, 2010, for the year 2009 (excluding the shares purchased under the Employee Share Purchase Plan). The numbers of units granted were determined after the preparation of the 2009 report and are therefore disclosed retroactively in this 2010 report. The actual values of the granted shares, options and RSU differ slightly from the values reported in 2009. This is the result of the practice that the numbers of shares, options and RSU at grant are rounded to the next whole numbers of units. David Lawrence and other former members of the Executive Committee received contractual but immaterial benefits in kind in relation to their international transfer to their home country. Services from tax advisors relating to years 2008 and 2009 were provided and paid in 2010. These benefits are set out in Table 9. Syngenta Corporate Governance and Compensation Report 2010 Table 7. Compensation for members of the Executive Committee (a total of 8 people in 2010) 21 Compensation elements Fixed compensation in cash Allowances in cash STI compensation in cash1 Total compensation in cash DSP deferred shares2, 3, 4 DSP matching shares2, 3, 5 LTI options6 LTI RSU7 ESPP shares Insurance, pension costs Benefits in kind8 Total compensation Company social security cost9 Compensation related to earlier years DSP matching shares10 Company social security cost Number of units Values 2010 2009 2010 2009 6,302,082 6,235,425 341,020 898,916 446,676 456,145 7,542,018 7,138,246 – – – – 4,978 2,623,024 1,412,259 4,978 2,623,024 1,412,259 38,671 2,920,771 2,495,511 8,799 2,920,771 2,496,276 119 152 16,672 19,608 1,622,657 1,649,371 199,506 337,446 20,468,443 16,960,976 767,235 685,060 5,754 8,223 1,614,572 1,924,182 220,718 256,072 Notes refer to 2010 unless other years are indicated. 1 Short-term incentive in cash, payable in 2011 for 2010 2 The numbers of deferred shares, matching shares, options and RSU for 2009 were granted on February 22, 2010, after the preparation of the 2009 report 3 The numbers of shares, options and RSUs at grant for 2009 were rounded to the next whole number, the values actually granted therefore differ slightly from the values disclosed in the 2009 report 4 Short-term incentive in deferred shares or share awards, will be granted in 2011 for 2010 (the number of shares is not determined at the time of preparing this report) 5 Actual value of DSP matching, shares will be granted in 2014 (the number of shares is not determined at the time of preparing this report) 6 Long-term incentive in options, will be granted in 2011 for 2010 (the number of options is not determined at the time of preparing this report) 7 Long-term incentive in RSU, will be granted in 2011 for 2010 (the number of RSU is not determined at the time of preparing this report) 8 Value of housing, commuting, relocation, education and tax services including refund of relevant tax 9 Due to the rounding of allocated units and the relevant values (see footnote 3), the cost differs slightly from the value disclosed in the 2009 report 10 Matching shares, granted in 2010 for 2006 All values in Swiss francs Syngenta Corporate Governance and Compensation Report 2010 Compensation Report 22 Table 8. Highest compensation for a member of the Executive Committee Compensation elements Fixed compensation in cash Allowances in cash STI compensation in cash1 Total compensation in cash DSP deferred shares2, 3, 4 DSP matching shares2, 3, 5 LTI options6 LTI RSU7 ESPP shares Insurance, pension costs Benefits in kind8 Total compensation Company social security cost9 Compensation related to earlier years DSP matching shares10 Company social security cost Number of units Values 2010 2009 2010 2009 1,315,008 1,307,508 109,138 216,883 107,580 119,398 1,641,029 1,534,486 – – – – 17 1,684 1,684 867,533 867,533 12,398 960,000 2,820 960,000 19 2,382 477,751 477,594 800,043 800,034 2,451 399,584 383,546 24,522 25,642 5,722,583 4,501,547 198,652 153,533 1,404 2,298 393,962 537,732 119,279 45,555 Notes refer to 2010 unless other years are indicated. 1 Short-term incentive in cash, payable in 2011 for 2010 2 The numbers of deferred shares, matching shares, options and RSU for 2009 were granted on February 22, 2010, after the preparation of the 2009 report 3 The numbers of shares, options and RSUs at grant for 2009 were rounded to the next whole number, the values actually granted therefore differ slightly from the values disclosed in the 2009 report 4 Short-term incentive in deferred shares or share awards, will be granted in 2011 for 2010 (the number of shares is not determined at the time of preparing this report) 5 Actual value of DSP matching, shares will be granted in 2014 (the number of shares is not determined at the time of preparing this report) 6 Long-term incentive in options, will be granted in 2011 for 2010 (the number of options is not determined at the time of preparing this report) 7 Long-term incentive in RSU, will be granted in 2011 for 2010 (the number of RSU is not determined at the time of preparing this report) 8 Value of housing, commuting, relocation, education and tax services including refund of relevant tax 9 Due to the rounding of allocated units and the related values (see footnote 3), the cost differs slightly from the value disclosed in the 2009 report 10 Matching shares, granted in 2010 for 2006 All values in Swiss francs Table 9. Compensation to former members of the Executive Committee Compensation elements Fixed compensation in cash1 STI/LTI compensation in cash2 Total compensation Pension, insurance, benefits in kind3 Company social security cost Compensation related to earlier years DSP matching shares4 Company social security cost Notes refer to 2010 unless other years are indicated. 1 David Lawrence, January 1 – April 17, 2009 2 STI/LTI awards 2009 paid prorated in cash due to retirement 3 Benefits in kind are post employment tax and other services to executives that retired from work, including the refund of relevant tax 4 Matching shares, granted in 2009 for 2005, 2006 and 2007 due to retirement in 2009 All values in Swiss francs Number of units Values 2010 2009 2010 2009 40,443 3,035 2,121 208,690 277,027 485,717 28,990 63,267 490,158 62,740 Syngenta Corporate Governance and Compensation Report 2010 2010 Holding of shares and options Members of the Board of Directors (shares) Table 10. Holding of shares of non-executive Directors* at December 31, 2010 23 Non-executive Directors Martin Taylor Stefan Borgas Peggy Bruzelius Pierre Landolt1 David Lawrence Peter Thompson2 Jacques Vincent Rolf Watter Felix A. Weber Jürg Witmer Total free/restricted shares Total shares Peter Thompson ADS2 Total ADS Number of free shares Number of restricted shares % voting rights 2010 6,622 – 2,464 7,525 11,226 1,298 3,456 1,857 23 3,000 37,471 48,078 2009 2,744 – 2,464 4,219 9,651 854 2,819 2,177 23 2,300 27,251 36,987 2010 4,998 1,043 – 509 24 – – 2,077 1,407 549 10,607 2009 5,324 422 – 509 24 – – 1,501 1,407 549 9,736 2010 2009 < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% Number of free ADS Number of restricted ADS % voting rights 2010 7,000 7,000 2009 7,000 7,000 2010 2009 2010 2009 – – – – < 0.1% < 0.1% < 0.1% < 0.1% 1 According to Pierre Landolt and the Sandoz Family Foundation, of the total amounts 7,184 shares were held by the Foundation at December 31, 2010, and 3,878 were held at December 31, 2009 2 Peter Thompson holds shares and ADS *Including related parties. Related parties are spouses, parents, children living in the same household, legal entities they own or otherwise control, and any legal or natural person that acts as their fiduciary Members of the Executive Committee (shares) Table 11a. Holding of shares by members of the Executive Committee* as of December 31, 2010 Members of the Executive Committee Michael Mack Alejandro Aruffo John Atkin Robert Berendes Christoph Mäder Mark Peacock Davor Pisk John Ramsay Total shares Number of vested shares Number of unvested shares Free shares 10,448 2,000 18,869 1,184 3,949 42 4,020 2,561 Restricted shares 10,046 522 3,724 1,257 2,583 60 3,007 3,656 % voting rights Unconverted share awards Unmatched shares Unconverted RSU <0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% – 1,918 1,958 1,031 – 3,418 – – 9,986 2,380 5,622 2,269 2,523 3,418 2,966 3,596 7,689 3,327 3,998 2,717 2,304 2,388 2,264 2,476 Total Vested/ unvested 38,169 10,147 34,171 8,458 11,359 9,326 12,257 12,289 43,073 24,855 < 0.1% 8,325 32,760 27,163 136,176 *Including related parties. Related parties are spouses, parents, children living in the same household, legal entities they own or otherwise control, and any legal or natural person that acts as their fiduciary Syngenta Corporate Governance and Compensation Report 2010 Compensation Report 24 Table 11b. Holding of shares by members of the Executive Committee* at December 31, 2009 (Table 8a in the report 2009) Members of the Executive Committee Active members Michael Mack1 Alejandro Aruffo John Atkin Robert Berendes Christoph Mäder Mark Peacock Davor Pisk John Ramsay Total shares 2009 Michael Mack ADS1 Total ADS 2009 Number of vested shares Number of unvested shares Free shares Restricted shares % voting rights Unconverted share awards Unmatched shares Unconverted RSU 6,211 2,000 21,182 35 3,915 58 3,025 2,672 39,098 34,463 34,463 9,768 43 3,008 971 2,979 62 2,493 3,746 23,070 – – < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% – – – 1,918 3,760 1,321 – 3,413 488 – 9,706 1,918 6,706 2,254 2,917 3,413 2,938 3,684 6,279 4,544 4,439 2,450 2,479 2,113 1,961 2,182 10,900 33,536 26,447 133,051 – – – – – – 34,463 34,463 Total Vested/ unvested 31,964 10,423 39,095 7,031 12,290 9,059 10,905 12,284 1 Michael Mack held shares and ADS *Including related parties. Related parties are spouses, parents, children living in the same household, legal entities they own or otherwise control, and any legal or natural person that acts as their fiduciary The number of vested shares of each individual includes free shares and blocked shares to which voting rights are attached. The unvested shares are shown separately by category including unconverted share awards, unmatched shares and restricted share units (RSU). Members of the Board of Directors (options) Table 12a. Holding of options by non-executive Directors* at December 31, 2010 Year of allocation Underlying equity Term (years) Exercise period (years) Option: share/ADS ratio Exercise price CHF Exercise price USD Vesting status Options held at December 31, 2010: Martin Taylor Stefan Borgas Peggy Bruzelius Pierre Landolt1 David Lawrence2 Peter Thompson3 Jacques Vincent Rolf Watter Felix A. Weber Jürg Witmer Totals by grant year Total options on ADS Total options on shares 2008 Share 2005 Share 10 7 1:1 10 7 1:1 2004 ADS 11 8 1:1 2004 Share 11 8 1:1 2003 Share 2002 Share 11 8 1:1 11 8 1:1 301.50 127.38 89.30 59.70 98.00 14.53 All vested – – – 3,532 – – – – – – 1,363 6,560 – 1,682 1,615 – – – – – – – – – – – – – – 4,484 2,652 1,713 – – – – – – 2,652 1,713 – – – – 2,050 2,121 3,425 – – – 8,192 6,560 6,534 7,425 6,851 – – – – 3,225 – – – – – 3,225 6,560 32,227 After 2005 no options were granted to non-executive Directors. 1 According to Pierre Landolt and the Sandoz Family Foundation, all options are held by the Foundation 2 David Lawrence received options as a former member of the Executive Committee 3 Peter Thompson holds options and ADS *Including related parties. Related parties are spouses, parents, children living in the same household, legal entities they own or otherwise control, and any legal or natural person that acts as their fiduciary Syngenta Corporate Governance and Compensation Report 2010 Table 12b. Holding of options by non-executive Directors* at December 31, 2009 (Table 9a in the report 2009) 25 Options on shares Year of allocation Underlying equity Term (years) Exercise period (years) Option: share ratio Exercise price CHF Vesting status Options held at December 31, 2009: Martin Taylor Stefan Borgas1 Peggy Bruzelius Pierre Landolt2 David Lawrence1, 3 Peter Thompson4 Jacques Vincent Rolf Watter Felix A. Weber Jürg Witmer Totals by grant year Total options on shares Options on ADS Year of allocation Underlying equity Term (years) Exercise period (years) Option: ADS ratio Exercise price USD Vesting status 2008 Share 10 7 1:1 2007 Share 10 7 1:1 2006 Share 2005 Share 10 7 1:1 10 7 1:1 2004 Share 11 8 1:1 2003 Share 11 8 1:1 2002 Share 2000 Share 11 8 1:1 10 7 1:1 301.50 226.70 185.00 127.38 89.30 59.70 98.00 76.50 All vested – – – – – – – – – – – – 1,312 1,281 1,061 685 – – – – – – – – – – – 3,532 4,484 2,652 1,713 2,500 3,225 3,213 4,214 – – – – – – – – – – – 1,363 – 1,682 1,615 – – – – – – – 2,652 1,713 – – – – 2,050 2,121 3,425 – – – – – – – – – 3,213 4,214 9,504 7,815 8,486 7,536 2,500 2004 ADS 11 8 1:1 14.53 6,560 2000 ADS 10 7 1:1 8.68 12,500 All vested – – – – – 3,225 46,493 Options held at December 31, 2009: Peter Thompson4 Total options on ADS 19,060 After 2005 no options were granted to non-executive Directors. 1 Stefan Borgas and David Lawrence were elected to members of the Board of Directors at the AGM 2009 2 According to Pierre Landolt and the Sandoz Family Foundation, all options were held by the Foundation 3 David Lawrence received the options in 2006–2008 while he was an executive of Syngenta 4 Peter Thompson held options on shares and ADS *Including related parties. Related parties are spouses, parents, children living in the same household, legal entities they own or otherwise control, and any legal or natural person that acts as their fiduciary Syngenta Corporate Governance and Compensation Report 2010 Compensation Report 26 Members of the Executive Committee (options) Table 13a. Holding of options by members of the Executive Committee* as of December 31, 2010 Year of allocation1 2009 2010 2008 2007 Underlying equity Term (years) Exercise period (years) Option: share/ADS ratio Exercise price CHF Vesting status Options held as of December 31, 2010: Members of the Executive Committee Michael Mack Alejandro Aruffo John Atkin Robert Berendes Christoph Mäder Mark Peacock Davor Pisk John Ramsay Totals by grant year Total unvested options Total vested options Total options on shares Share Share Share Share 10 7 1:1 10 7 1:1 10 7 1:1 10 7 1:1 2006 Share 10 7 1:1 2005 Share 2004 Share 10 7 1:1 11 8 1:1 283.70 233.43 Unvested 301.50 226.70 185.00 127.38 89.30 Vested 12,398 16,426 4,669 6,075 7,077 3,440 5,127 3,589 3,304 3,276 3,739 3,798 2,381 6,843 4,790 3,920 4,055 4,435 4,506 – 5,292 3,362 2,739 2,988 1,666 2,431 – – 2,369 3,993 2,023 2,360 2,453 – – 2,959 4,915 2,212 2,031 3,059 38,671 47,356 23,147 19,273 22,253 – – – – – – 4,138 4,048 – – – 986 5,124 – – – – 4,048 109,174 50,698 159,872 1 All options granted in 2003 and earlier years under the Company option plan are exercised *Including related parties. Related parties are spouses, parents, children living in the same household, legal entities they own or otherwise control, and any legal or natural person that acts as their fiduciary Syngenta Corporate Governance and Compensation Report 2010 Table 13b. Holding of options by members of the Executive Committee* at December 31, 2009 (Table 10a in the report 2009) Year of allocation1 2008 2007 2009 2005 2005 2006 Underlying equity Term (years) Exercise period (years) Option: share/ADS ratio Exercise price Vesting status Options held as of December 31, 2009: Members of the Executive Committee Michael Mack2 Alejandro Aruffo John Atkin Robert Berendes Christoph Mäder Mark Peacock Davor Pisk John Ramsay Totals by grant year Share Share Share Share ADS Share 10 7 1:1 10 7 1:1 CHF 233.43 CHF 301.50 Unvested 10 7 1:1 10 7 1:1 10 7 1:1 10 7 1:1 CHF 226.70 CHF 185.00 USD 21.30 CHF 127.38 CHF 89.30 Vested 27 2004 Share 11 8 1:1 16,426 4,669 6,075 7,077 47,319 2,381 6,843 4,790 3,920 4,055 4,435 4,506 – 5,292 3,362 2,739 2,988 1,666 2,431 – 6,930 2,369 3,993 2,023 2,360 2,453 – – 2,959 4,915 2,212 2,031 3,059 – – – – – – – – – – 4,138 5,920 – 3,502 986 – – – 4,048 – – – – 47,356 23,147 26,203 22,253 47,319 14,546 4,048 Total vested options on shares Total unvested options on shares Total options on shares (vested and unvested) Total options on ADS (all vested) 40,847 96,706 137,553 47,319 1 All options granted in 2003 and earlier years under the Company option plan are exercised 2 Michael Mack held options on shares and ADS *Including related parties. Related parties are spouses, parents, children living in the same household, legal entities they own or otherwise control, and any legal or natural person that acts as their fiduciary Syngenta Corporate Governance and Compensation Report 2010 Compensation Report 28 Contractual provisions, loans, additional benefits The notice periods for members of the Executive Committee and the Chief Executive Officer are in accordance with market practice. All employment agreements with members of the Executive Committee and the CEO are subject to notice periods of 12 months. The agreements with the non-executive Directors are not subject to notice periods. They end on expiry of the Directors’ term of office. The employment agreements with members of the Executive Committee, including the CEO, and the agreements with the members of the Board of Directors, including the Chairman, do not have any change of control clauses. The agreements with members of the Executive Committee or the Board of Directors do not contain any provisions for termination payments (“golden parachute” or “handshake” or similar arrangements) with regard to severance or other events of termination. In case the Chairman is removed from office by the Board of Directors prior to expiry of his term of office, he is entitled to a payment of one fourth of the annual fee. In 2010, no severance payments were made to former Directors or members of the Executive Committee, and there were also no loans or credits granted to active or former Directors or members of the Executive Committee, or parties related to them and, at December 31, 2010, there are no such loans or credits outstanding. In 2010, no guarantees, pledges, collateral, promises or other forms of liabilities were entered into with third parties to the benefit of non- executive Directors or members of the Executive Committee, or parties related to them, and, at December 31, 2010, there are no such liabilities outstanding. In 2010, no claims, receivables, or debts of non-executive Directors or members of the Executive Committee, or parties related to them, were waived or cancelled, and, at December 31, 2010, no such items are outstanding. In 2010, no compensation was paid to any active Director or member of the Executive Committee for other services provided, and, as of December 31, 2010, no such payment is outstanding. Valuation and accrual principle The “accrual basis” is applied to all elements of compensation including STI and LTI awards. They are disclosed in accordance with the year for which they are paid. The STI and LTI awards in this 2010 report relate to performance and results in 2010, and will be paid in 2011 or later. This is in line with the accrual principle as requested by relevant guidelines. The number of equity units to be granted for 2010 will be determined after the editorial deadline of this report. As a result, while the compensation amount is known and included, the numbers of shares, RSU and options to be issued for this amount is not determined and not included in this report. The number of equity units that were granted for 2009 had been determined after the editorial deadline of the relevant report. For that reason, the actual numbers of shares, RSU, and options awarded for 2009 are included in this 2010 report (see Tables 7 and 8). The shares for the incentive year 2010 that will be allocated to the DSP in 2011 will be matched in 2014 if the vesting condition is met. In this report, the same value as determined for the deferral of shares in 2011 was used to state the value of the expected matching of shares in 2014. Some exceptions to the “accrual principle” apply to personal tax services, which the Company has paid for some members of the Executive Committee and the Chairman of the Board of Directors. Tax compliance services typically lag behind the year of compensation by one or more years. The amounts payable for services that relate to employment income 2010 cannot be determined at this time. In Notes 2 and 24 to the Syngenta Group consolidated financial statements included in the Financial Report, the amounts disclosed for equity-settled awards is the expense recognized for the period calculated in accordance with IFRS 2 “Share Based Payment”. In this report, the same equity-settled awards are disclosed as the values at grant date and consequently differ. Cash-settled awards are disclosed in accordance with the year for which they are paid. Corporate Governance and Compensation Report 2010 For the business year 2010, Syngenta has published three reports: Annual Review (incorporating the Corporate Responsibility Report), Financial Report and Corporate Governance and Compensation Report. All documents were originally published in English. The Annual Review 2010 and the Corporate Governance and Compensation Report 2010 are also available in German. These publications are also available on the Internet: www.syngenta.com Syngenta International AG, Basel, Switzerland. All rights reserved. Editorial completion: February 2011. Design and production: Radley Yeldar, London, UK Printing: NZZ Fretz AG, Zürich, Switzerland Printed on Hello Silk, made with wood fiber from managed forests and manufactured at a mill that has achieved the ISO14001 and EMAS environmental management standards. ® Registered trademarks of a Syngenta Group Company ™ Trademarks of a Syngenta Group Company The SYNGENTA Wordmark, BRINGING PLANT POTENTIAL TO LIFE and the Purpose icon device are trademarks or registered trademarks of a Syngenta Group Company. Switzerland Investor Relations T +41 61 323 5883 F +41 61 323 5880 E global.investor_relations@syngenta.com Media Relations T +41 61 323 2323 F +41 61 323 2424 E media.relations@syngenta.com Share Register T +41 58 399 6133 F +41 58 499 6193 E syngenta.aktienregister@sag.ch Shareholder Services T +41 61 323 9492 F +41 61 568 4146 E shareholder.services@syngenta.com Ordering of publications T +41 58 399 6133 E syngenta.aktienregister@sag.ch Syngenta switchboard T +41 61 323 1111 F +41 61 323 1212 E global.webmaster@syngenta.com USA Investor Relations T +1 202 737 6520 T +1 202 737 6521 E global.investor_relations@syngenta.com Media Relations T +1 202 628 2372 F +1 202 347 8758 E media.relations_us@syngenta.com Contacts for ADS holders T +1 866 253 7068 – from within the USA T +1 201 680 6825 – from outside the USA Syngenta International AG Corporate Affairs Schwarzwaldallee 215 P.O. Box CH-4002 Basel Switzerland www.syngenta.com Article number 016842.040 Corporate Governance Report 2009 

Continue reading text version or see original annual report in PDF format above