FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934


For the month of July 2013

Commission File Number: 001-15152


SYNGENTA AG
(Translation of registrant’s name into English)

Schwarzwaldallee 215
4058 Basel
Switzerland
(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F
X
 
Form 40-F
 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes
   
No
X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes
   
No
X

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes
   
No
X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
 
 


 
 
 

 

 
Re: 
SYNGENTA AG
Disclosure:
1–“2013 Half Year Results”
 
 
2Syngenta launches second trading line on SIX Swiss Exchange for the repurchase of registered shares”

Herewith we furnish press releases related to Syngenta AG. The full text of the press releases are the following:

# # #


 
 

 

 
SIGNATURES

 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 


 
SYNGENTA AG
 
     
     
Date:
July 24, 2013
By:
/s/  Daniel Michaelis
 
     
Name:
Daniel Michaelis
 
     
Title:
Senior Legal Counsel
 
           
           
           
           
   
By:
 /s/  Brigitte Benz
 
     
Name:
Brigitte Benz
 
     
Title:
Head Shareholder Services & Group Administration
 
           
 
 
 
 

 
 
Item 1
 
 
 
Basel, Switzerland, July 24, 2013
 
2013 Half Year Results
 
Continuing sales momentum
 
·
Sales $8.4 billion, up 2 percent
 
·
Underlying integrated sales excluding corn rootworm royalty 7 percent higher1
 
 
-
growth across all regions
 
·
Double digit growth in emerging markets
 
·
Lower royalty income, higher seeds production costs
 
·
EBITDA $2.2 billion: 3 percent lower, up 9 percent underlying
 
·
Earnings per share2 $15.92: 7 percent lower, up 9 percent underlying
 
   
Reported Financial Highlights
 
   
1st Half 2013
$m
   
1st Half 20123
$m
   
Actual
%
   
CER1
%
 
Sales
    8,390       8,265       +2       +2  
Operating income
    1,792       1,821       -2          
Net income4
    1,409       1,487       -5          
 
 
EBITDA
    2,179       2,250       -3       -5  
Earnings per share2
  $ 15.92     $ 17.03       -7          


 
All figures expressed as underlying exclude $256m corn rootworm trait royalty income in 2012.
 
1
Growth at constant exchange rates.
 
2
Excluding restructuring and impairment; EPS on a fully-diluted basis.
 
3
2012 stated after effect of accounting policy change for employee benefits.
 
4
Net income to shareholders of Syngenta AG (equivalent to diluted earnings per share of $15.23).
 
 
 

 
 
Mike Mack, Chief Executive Officer, said:
 
“I am pleased that we delivered underlying integrated sales growth of seven percent in the first half despite unfavorable weather and late planting in the northern hemisphere.  This reflects the success of full commercial integration and our ongoing expansion in emerging markets.  Underlying profitability improved despite higher seeds production costs, with price increases across all product lines and tight control of operating expenses.  New product launches demonstrated the power of our innovation and the scope of our integrated offers continues to expand.
 
“Our customers are becoming increasingly aware of the need for a broad toolbox encompassing chemistry and genetics in order to maximize yield and improve crop quality and reliability.  In the emerging markets, we continue to seek out opportunities to expand the range of technologies available to growers.  Africa represents a major opportunity in this respect and we have just announced the acquisition of the MRI white corn seed business in Zambia, which is a further step towards our goal of building a $1 billion business in Africa by 2022.  Our performance in the first half attests to our ability to achieve sustainable growth in both emerging and developed markets and reinforces our confidence in achieving integrated sales of $25 billion in 2020.”
 
Financial highlights 1st Half 2013
 
Sales $8.4 billion
 
Sales increased by two percent on both a reported and constant currency basis.  Underlying integrated sales, adjusted for corn rootworm trait revenue in 2012, were up seven percent (CER) with volume up four percent and prices three percent higher.
 
EBITDA $2.2 billion
 
Underlying EBITDA was up nine percent with an EBITDA margin of 26.0 percent (H1 2012: 24.9 percent).  Volume growth and price increases, together with further operational efficiency savings, more than offset higher seeds production costs and increased investment in R&D.  Reported EBITDA was three percent lower including a positive currency impact of $44 million.
 
Net financial expense and taxation
 
Net financial expense of $90 million was slightly higher (2012: $84 million).  The tax rate was 18 percent compared with 16 percent in 2012.
 
Net income $1.4 billion
 
Net income including restructuring and impairment was five percent lower.  Earnings per share, excluding restructuring and impairment, were seven percent lower at $15.92 but increased by nine percent on an underlying basis.
 
Cash flow and balance sheet
 
Free cash flow of $(359) million reflected a seasonal build-up of working capital in line with strong sales growth.  Average trade working capital as a percentage of sales was slightly higher at 37 percent compared with 36 percent in the first half of 2012. Fixed capital expenditure including intangibles was $274 million (H1 2012: $239 million); for the full year 2013 capital expenditure in the range of $700 to $750 million is expected.
 
Syngenta – July 24, 2013 / Page 2 of 45
 
 

 

 
Dividend and share repurchase
 
A dividend of CHF 9.50 per share (2012: CHF 8.00) was paid on April 30, representing a total payout of $921 million.
 
With effect from July 25 the company will open a second trading line on the SIX Swiss Exchange with a view to tactical share repurchases during the remainder of the year.
 
Business highlights 1st Half 2013
 
   
Half Year
   
Growth
   
2nd Quarter
   
Growth
 
     
2013
$m
     
2012
$m
   
Actual
%
   
CER
%
     
2013
$m
     
2012
$m
   
Actual
%
   
CER
%
 
Europe, Africa, Middle East
    3,165       3,008       +5       +6       1,229       1,249       -2       +1  
North America
    2,628       2,781       -5       -5       1,287       1,512       -15       -14  
Latin America
    1,174       1,043       +13       +12       606       546       +11       +10  
Asia Pacific
    1,057       997       +6       +8       532       467       +14       +16  
Total integrated sales
    8,024       7,829       +3       +3       3,654       3,774       -3       -2  
Lawn and Garden1
    366       436       -16       -14       166       187       -11       -8  
Group sales
    8,390       8,265       +2       +2       3,820       3,961       -4       -2  
 
Integrated sales performance
 
 
·
Sales $8.0 billion, underlying sales up 7%
 
 
-
volume +4%, price +3%
 
 
·
EBITDA $2.1 billion (H1 2012: $2.2 billion)
 
 
·
EBITDA margin 26.2% (H1 2012: 28.0%)
 
Europe, Africa and the Middle East: A strong first quarter was followed by a cold wet spring which reduced the number of crop protection applications, particularly for fungicides in northern Europe.  Overall growth for the first half was driven by the CIS, France, Iberia and the emerging markets of South East Europe.  Performance in the CIS reflected the ongoing intensification of agriculture and Syngenta’s leading market position, with sunflower sales making a strong contribution.  Sunflower also drove growth in South East Europe.  In France the rapid expansion of AXIAL® on cereals and CALLISTO® on corn continued. The Iberian markets staged a strong recovery following last year’s drought and economic constraints.
 
North America: The reported decline in sales is due to the non-recurrence of milestone royalties for the 604 corn rootworm trait totaling $256 million in the first half of 2012.  Underlying sales were up four percent despite a delayed planting season due to cold weather.  Performance was strong across the crop protection portfolio with the largest contribution coming from seed care, reflecting the successful launch of VIBRANCE® on cereals, canola and soybean.  Seed sales were constrained by the drought of 2012 which reduced the availability of new traited hybrids.
 

 
1
Including impact of divestments.
All sales commentaries are at constant exchange rates.
 
Syngenta – July 24, 2013 / Page 3 of 45
 
 

 
 
Latin America: Strong sales growth in the low season was driven by Brazil and Argentina, where grower sentiment remains strong in a buoyant crop price environment.  Significant contributions came from sugar cane, seed care and corn seed, where new trait combinations are proving their success.  Demand for TOUCHDOWN® benefited from a shortage of glyphosate supply from competitors.  Sales in Venezuela were lower due to uncertain credit conditions following the change in government.
 
Asia Pacific: Growth accelerated in the second quarter, with a rebound from adverse weather in Australasia and good progress across the emerging markets, particularly Indonesia and Thailand.  In ASEAN GroMore™ protocols continued to expand on rice.  In South Asia an early monsoon contributed to double digit growth with particularly strong performances in corn and vegetables.  China saw broad-based growth with a notable contribution from AMISTAR®, with a new launch on rice.
 
Lawn and Garden performance
 
 
·
Sales $366 million, 14% lower
 
 
·
EBITDA $77 million (H1 2012: $57 million)
 
 
·
EBITDA margin 21.2% (H1 2012: 13.2%)
 
Sales excluding divestments and acquisitions were up four percent.  Developed markets saw modest comparable growth despite adverse weather and emerging markets expanded rapidly from a small base.  The divestments in 2012 were made in order to focus the business on elite genetics and high-value chemistry.  They have resulted in a significant improvement in profitability, in line with the target of a 20 percent full year EBITDA margin in 2015.
 
Acquisitions:  On July 3 Syngenta announced the acquisition of MRI Seed Zambia Ltd and MRI Agro Ltd, a leading developer, producer and distributor of white corn seed in Zambia.  By further developing and increasing the availability of the MRI white corn varieties in other East African markets, Syngenta plans to contribute to food security in the region.  The MRI distribution network will also facilitate the introduction of integrated offers including crop protection and seed care.
 
New partnerships:  In May Syngenta signed a Memorandum of Understanding (MOU) with the US Agency for International Development (USAID) to support agriculture and food security activities in Africa, Asia and Latin America.  Under the MOU, USAID and Syngenta will further collaborate in research and development and smallholder capacity building, working with key agriculture and food security partners.  Syngenta and USAID already work together in many countries.
 
In May Syngenta and DuPont signed a chemistry licensing agreement which gives Syngenta access to the active ingredient oxathiapiprolin which offers a different mode of action for disease control across a range of crops.  DuPont receives access to Syngenta’s Solatenol™ for certain mixtures in Brazil, which will contribute to maximizing market coverage for this product upon launch.
 
Crop pipelines:  At a crop update for Diverse Field Crops held in Krasnodar, Russia on July 9 - 11, Syngenta reaffirmed its target of over $2.2 billion in sales for these crops by 2020.  Key drivers will be sunflower intensification, particularly for the CIS, total farm integrated solutions in Canada and new seed care launches across crops.
 
Syngenta – July 24, 2013 / Page 4 of 45
 
 

 
 
Outlook
 
Mike Mack, Chief Executive Officer, said:
 
“For the second half of the year we expect an acceleration of underlying sales growth based on the positive outlook for Latin America and Asia Pacific.  In Latin America, we expect the high commodity price to encourage further investment in soybean, where we continue to have a leading market position underpinned by the increasing integration of our offers.  We also see ongoing expansion of the opportunity in sugar cane and significant further potential for our corn trait portfolio.  In Asia Pacific, we aim to expand our leadership position in the emerging markets, where strong growth is expected to continue.
 
“For the full year, we remain on track to deliver sales growth in line with our longer term objective.  We also expect to achieve growth in underlying earnings and to generate substantial free cash flow.  Looking further ahead, we maintain our target of an EBITDA margin in the range of 22 to 24 percent in 2015, and will focus on delivering sustained sales growth and further increases in profitability supported by cost efficiency and the leverage of our integrated offers.”
 
Syngenta – July 24, 2013 / Page 5 of 45
 
 

 
 
Crop Protection
 
   
Half Year
   
Growth
   
2nd Quarter
   
Growth
 
Crop Protection
by product line
   
2013
$m
     
2012
$m
   
Actual
%
   
CER
%
     
2013
$m
     
2012
$m
   
Actual
%
   
CER
%
 
Selective herbicides
    1,985       1,922       +3       +4       974       1,010       -4       -2  
Non-selective herbicides
    746       597       +25       +26       444       363       +23       +23  
Fungicides
    1,783       1,732       +3       +4       857       831       +3       +4  
Insecticides
    72       872       -       +1       392       410       -4       -3  
Seed care
    581       484       +20       +20       202       170       +18       +19  
Other crop protection
    50       67       -26       -25       23       29       -20       -21  
Total
    6,017       5,674       +6       +7       2,892       2,813       +3       +4  
 
Selective herbicides:  major brands AXIAL®, CALLISTO® family, DUAL®/BICEP® MAGNUM, FUSILADE®MAX, TOPIK®
 
A strong first quarter was followed by slightly lower sales in the second quarter as unfavorable weather in the northern hemisphere reduced applications.  Growth for the first half was driven by AXIAL® on cereals in France and Canada, resistance management solutions in the USA and the expansion of CALLISTO® in Europe.  Corn herbicides also performed well in Asia Pacific, where they are part of ‘First 45 day solutions’ enabling small scale growers to establish yield potential.
 
Non-selective herbicides:  major brands GRAMOXONE®, TOUCHDOWN®
 
Growth was driven mainly by TOUCHDOWN®, notably in Latin America.  Strong demand and a shortage of supply from competitors resulted in significant volume and price gains.  Sales of GRAMOXONE® were also higher with increased demand in a number of ASEAN countries and in China.
 
Fungicides:  major brands ALTO®, AMISTAR®, BRAVO®, REVUS®, RIDOMIL GOLD®, SCORE®, SEGURIS®, TILT®, UNIX®
 
Growth was sustained throughout the first half despite fewer applications in Europe due to cold weather in the second quarter.  North American sales expanded rapidly in the second quarter with inventories resulting from the 2012 drought having been absorbed earlier in the year.  The new product SEGURIS® for cereals was successfully launched in Germany; it also recorded growth in Latin America and made initial sales in North East Asia.  Growth in AMISTAR® was driven by Brazil and by the emerging markets of Asia Pacific where fungicide adoption is expanding rapidly; in China sales were up by almost 50 percent following a new launch on rice.
 
Insecticides: major brands ACTARA®, DURIVO®, FORCE®, KARATE®, PROCLAIM®, VERTIMEC®
 
Sales were driven by growth in Brazil: in Europe and Asia Pacific sales were slightly lower.  Globally the largest contribution came from the new product DURIVO®, sold in a variety of formulations across crops, which grew in all regions with sales up nearly 40 percent overall.  ACTARA® saw significant growth in Brazil.
 
Syngenta – July 24, 2013 / Page 6 of 45
 
 

 

Seed care: major brands AVICTA®, CRUISER®, DIVIDEND®, CELEST®/MAXIM®, VIBRANCE®
 
The largest contribution to growth came from the new product VIBRANCE®, which achieved sales of over $80 million after its first launch in North America.  The product is sold in various formulations for cereals, canola and soybean.  CRUISER® also showed double digit growth driven by expansion in Brazil and across Asia Pacific; sales in China doubled.
 
   
Half Year
   
Growth
   
2nd Quarter
   
Growth
 
Crop Protection
by region
   
2013
$m
     
2012
$m
   
Actual
%
   
CER
%
     
2013
$m
     
2012
$m
   
Actual
%
   
CER
%
 
Europe, Africa, Middle East
    2,204       2,132       +3       +4       937       966       -3       -1  
North America
    1,884       1,739       +8       +9       994       955       +4       +5  
Latin America
    1,029       926       +11       +11       529       497       +7       +6  
Asia Pacific
    900       877       +3       +5       432       395       +10       +12  
Total
    6,017       5,674       +6       +7       2,892       2,813       +3       +4  
 
Seeds
 
   
Half Year
   
Growth
   
2nd Quarter
   
Growth
 
Seeds
by product line
   
2013
$m
     
2012
$m
   
Actual
%
   
CER
%
     
2013
$m
     
2012
$m
   
Actual
%
   
CER
%
 
Corn and soybean
    1,018       1,268       -20       -20       318       561       -43       -43  
Diverse field crops
    646       549       +18       +19       231       193       +20       +23  
Vegetables
    390       378       +3       +3       223       216       +3       +4  
Total
    2,054       2,195       -6       -6       772       970       -20       -19  
 
Corn and soybean: major brands AGRISURE®, GOLDEN HARVEST®, NK®
 
The decline in reported sales is due to the non-recurrence of milestone royalties for the 604 corn rootworm trait totaling $256 million in the first half of 2012.  Underlying sales were slightly higher.  In the USA, drought constrained the availability of some hybrids; acres increased however for new traited offers including refuge-in-a-bag (RIB), ENOGEN® for corn ethanol and AGRISURE®ARTESIAN™ for water optimization.  Strong early season sales in Latin America also reflected the expansion of new trait offers.  In Asia Pacific, sales are being driven by intensification and the adoption of integrated solutions.
 
Diverse field crops:  major brands NK® oilseeds, HILLESHÖG® sugar beet
 
Sales growth accelerated in the second quarter with an excellent performance by sunflower in the CIS and South East Europe.  Growth in these markets reflected favorable spring crop conditions, ongoing intensification and strong market recognition for Syngenta’s leading hybrids.  Sunflower also performed strongly in Argentina.  In Asia Pacific, where the business includes rice, sales more than doubled reflecting the acquisition of Devgen and the expansion of TEGRA® programs.  Sugar beet sales were lower in the CIS owing to an acreage reduction but grew significantly in China.
 
Syngenta – July 24, 2013 / Page 7 of 45
 
 

 
 
Vegetables: major brands DULCINEA®, ROGERS®, S&G®
 
The vegetables business is confirming its return to growth.  With economic recession still having some impact on consumption of high value fresh produce in developed countries, growth was driven by the emerging markets notably Latin America.  Sales also showed significant growth in South Asia, reflecting an early monsoon and the ability to capture value from leading hybrids for okra, tomato and cauliflower.
 
   
Half Year
   
Growth
   
2nd Quarter
   
Growth
 
Seeds
by region
   
2013
$m
     
2012
$m
   
Actual
%
   
CER
%
     
2013
$m
     
2012
$m
   
Actual
%
   
CER
%
 
Europe, Africa, Middle East
    980       889       +10       +11       294       284       +3       +6  
North America
    754       1,053       -28       -28       294       557       -47       -47  
Latin America
    160       132       +21       +20       82       56       +46       +45  
Asia Pacific
    160       121       +31       +33       102       73       +39       +41  
Total
    2,054       2,195       -6       -6       772       970       -20       -19  
 
A presentation illustrating the Half Year Results 2013 will be available on www.syngenta.com/hyr-2013 by 07:30 (CET).
 
Change of auditor
 
The Board of Directors on July 23, 2013 agreed to propose KPMG as auditor to Syngenta at the Annual General Meeting on April 29, 2014.  KPMG will replace EY (formerly Ernst & Young) which has held the role since 2002.
 
Announcements and meetings
 
Third quarter trading statement 2013
October 17, 2013
Crop update
December 4-6, 2013
Full year results 2013
February 5, 2014
First quarter trading statement 2014
April 16, 2014
 
Syngenta is one of the world's leading companies with more than 27,000 employees in over 90 countries dedicated to our purpose: Bringing plant potential to life.  Through
 
world-class science, global reach and commitment to our customers we help to increase crop productivity, protect the environment and improve health and quality of life.  For more information about us please go to www.syngenta.com.

Cautionary Statement Regarding Forward-Looking Statements
 
This document contains forward-looking statements, which can be identified by terminology such as ‘expect’, ‘would’, ‘will’, ‘potential’, ‘plans’, ‘prospects’, ‘estimated’, ‘aiming’, ‘on track’ and similar expressions. Such statements may be subject to risks and uncertainties that could cause the actual results to differ materially from these statements. We refer you to Syngenta's publicly available filings with the U.S. Securities and Exchange Commission for information about these and other risks and uncertainties. Syngenta assumes no obligation to update forward-looking statements to reflect actual results, changed assumptions or other factors. This document does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer, to purchase or subscribe for any ordinary shares in Syngenta AG, or Syngenta ADSs, nor shall it form the basis of, or be relied on in connection with, any contract there for.
 
Syngenta – July 24, 2013 / Page 8 of 45
 
 

 
 
Syngenta Group
 
Interim Condensed Consolidated Financial Statements
 
The following condensed consolidated financial statements and notes thereto have been prepared in accordance with IAS 34, “Interim Financial Reporting”, as disclosed in Note 1 below.  They do not contain all of the information which IFRS would require for a complete set of financial statements and should be read in conjunction with the annual consolidated financial statements.
 
Condensed Consolidated Income Statement
 
For the six months ended June 30,
($m, except share and per share amounts)
 
2013
      2012 1
Sales
    8,390       8,265  
Cost of goods sold
    (4,312 )     (4,069 )
Gross profit
    4,078       4,196  
Marketing and distribution
    (1,192 )     (1,156 )
Research and development
    (701 )     (613 )
General and administrative:
               
     Restructuring
    (83 )     (117 )
     Other general and administrative
    (310 )     (489 )
Operating income
    1,792       1,821  
Income from associates and joint ventures
    7       2  
Financial expense, net
    (90 )     (84 )
Income before taxes
    1,709       1,739  
Income tax expense
    (297 )     (252 )
Net income
    1,412       1,487  
Attributable to:
               
Syngenta AG shareholders
    1,409       1,487  
Non-controlling interests
    3       -  
Net income
    1,412       1,487  
Earnings per share ($):
               
Basic
    15.32       16.25  
Diluted
    15.23       16.17  
Weighted average number of shares:
               
Basic
    91,973,083       91,532,049  
Diluted
    92,504,931       91,989,343  
 
All activities were in respect of continuing operations.
 
1     After effect of accounting policy change for employee benefits as described in Note 3.
 
Syngenta – July 24, 2013 / Page 9 of 45
 
 

 
 
Condensed Consolidated Statement of Comprehensive Income
 
For the six months ended June 30,
($m)
 
2013
      2012 1
Net income
    1,412       1,487  
Components of other comprehensive income (OCI):
               
Items that will not be reclassified to profit or loss:
               
Actuarial gains/(losses)
    (6 )     21  
Income tax relating to items that will not be reclassified to profit or loss
    -       1  
      (6 )     22  
Items that may be reclassified subsequently to profit or loss:
               
Unrealized gains/(losses) on derivatives designated as cash flow and net investment hedges and other
    (49 )     (14 )
Currency translation effects
    (269 )     (116 )
Income tax relating to items that may be reclassified subsequently to profit or loss
    (11 )     8  
      (329 )     (122 )
Total comprehensive income
    1,077       1,387  
Attributable to:
               
Syngenta AG shareholders
    1,075       1,387  
Non-controlling interests
    2       -  
Total comprehensive income
    1,077       1,387  
 
All activities were in respect of continuing operations.
 
Amounts reclassified from OCI to profit or loss, net of income tax, were not material for the six month periods ended June 30, 2013 and 2012.
 
1     After effect of accounting policy change for employee benefits as described in Note 3.
 
Syngenta – July 24, 2013 / Page 10 of 45
 
 

 
 
Condensed Consolidated Balance Sheet
 
($m)
 
June 30,
2013
   
June 30,
20121
   
December 31,
20121
 
Assets
                 
Current assets:
                 
Cash and cash equivalents
    785       1,664       1,599  
Trade receivables
    5,647       5,277       3,191  
Other accounts receivable
    948       721       932  
Inventories
    4,652       3,759       4,734  
Derivative and other financial assets
    153       352       251  
Other current assets
    236       266       257  
Total current assets
    12,421       12,039       10,964  
Non-current assets:
                       
Property, plant and equipment
    3,184       2,973       3,193  
Intangible assets
    3,367       2,736       3,501  
Deferred tax assets
    1,121       905       1,075  
Financial and other non-current assets
    721       750       705  
Total non-current assets
    8,393       7,364       8,474  
Total assets
    20,814       19,403       19,438  
Liabilities and equity
                       
Current liabilities:
                       
Trade accounts payable
    (4,170 )     (3,688 )     (3,409 )
Current financial debt and other financial liabilities
    (2,159 )     (1,448 )     (1,048 )
Income taxes payable
    (855 )     (588 )     (574 )
Other current liabilities
    (954 )     (924 )     (1,160 )
Provisions
    (233 )     (344 )     (236 )
Total current liabilities
    (8,371 )     (6,992 )     (6,427 )
Non-current liabilities:
                       
Financial debt and other non-current liabilities
    (1,770 )     (2,565 )     (2,514 )
Deferred tax liabilities
    (814 )     (734 )     (871 )
Provisions
    (815 )     (876 )     (841 )
Total non-current liabilities
    (3,399 )     (4,175 )     (4,226 )
Total liabilities
    (11,770 )     (11,167 )     (10,653 )
Equity:
                       
Shareholders’ equity
    (9,031 )     (8,227 )     (8,774 )
Non-controlling interests
    (13 )     (9 )     (11 )
Total equity
    (9,044 )     (8,236 )     (8,785 )
Total liabilities and equity
    (20,814 )     (19,403 )     (19,438 )
 
1     After effect of accounting policy change for employee benefits as described in Note 3.
 
Syngenta – July 24, 2013 / Page 11 of 45
 
 

 
 
Condensed Consolidated Cash Flow Statement
 
For the six months ended June 30,
($m)
 
2013
      2012 1
Income before taxes
    1,709       1,739  
Reversal of non-cash items
    418       603  
Cash (paid)/received in respect of:
               
Interest and other financial receipts
    142       176  
Interest and other financial payments
    (243 )     (131 )
Income taxes
    (187 )     (175 )
Restructuring costs
    (20 )     (28 )
Contributions to pension plans, excluding restructuring costs
    (54 )     (32 )
Other provisions
    (27 )     (45 )
Cash flow before change in net working capital
    1,738       2,107  
Change in net working capital:
               
Change in inventories
    (35 )     357  
Change in trade and other working capital assets
    (2,479 )     (3,040 )
Change in trade and other working capital liabilities
    708       753  
Cash flow (used for)/from operating activities
    (68 )     177  
Additions to property, plant and equipment
    (220 )     (191 )
Purchases of intangible assets, investments in associates and other financial assets
    (54 )     (48 )
Proceeds from disposals of non-current assets
    17       31  
Cash flow from (purchases)/disposals of marketable securities, net
    7       (16 )
Acquisitions and divestments, net
    2       46  
Cash flow used for investing activities
    (248 )     (178 )
Increases in third party interest-bearing debt
    1,141       934  
Repayments of third party interest-bearing debt
    (721 )     (190 )
(Purchases)/sales of treasury shares and options over own shares, net
    62       54  
Acquisitions of non-controlling interests
    (37 )     -  
Distributions paid to shareholders
    (921 )     (791 )
Cash flow (used for)/from financing activities
    (476 )     7  
Net effect of currency translation on cash and cash equivalents
    (22 )     (8 )
Net change in cash and cash equivalents
    (814 )     (2 )
Cash and cash equivalents at the beginning of the period
    1,599       1,666  
Cash and cash equivalents at the end of the period
    785       1,664  
 
1     After effect of accounting policy change for employee benefits as described in Note 3.
 
Syngenta – July 24, 2013 / Page 12 of 45
 
 

 
 
Condensed Consolidated Statement of Changes in Equity
 
   
Attributable to Syngenta AG shareholders
             
($m)
 
Par
value of
ordinary
shares
   
Additional
paid-in
capital
   
Treasury
shares,
at cost
   
Fair
value
reserves
   
Cumulative
translation
adjustment
   
Retained
earnings
   
Total
share-
holders’
equity
   
Non-controlling interests
   
Total
equity
 
January 1, 20121
    6       3,460       (682 )     (149 )     425       4,466       7,526       9       7,535  
Net income1
                                            1,487       1,487               1,487  
OCI1
                            6       (130 )     24       (100 )             (100 )
Total comprehensive income1
    -       -       -       6       (130 )     1,511       1,387       -       1,387  
Share-based payments and income tax thereon
                    97                       12       109               109  
Distributions  paid to shareholders
                                            (791 )     (791 )             (791 )
Share repurchases
                    (4 )                             (4 )             (4 )
June 30, 20121
    6       3,460       (589 )     (143 )     295       5,198       8,227       9       8,236  
January 1, 20131
    6       3,437       (411 )     (52 )     499       5,295       8,774       11       8,785  
Net income
                                            1,409       1,409       3       1,412  
OCI
                            (41 )     (287 )     (6 )     (334 )     (1 )     (335 )
Total comprehensive income
    -       -       -       (41 )     (287 )     1,403       1,075       2       1,077  
Share-based payments and income tax thereon
                    84                       19       103               103  
Distributions paid to shareholders
                                            (921 )     (921 )             (921 )
June 30, 2013
    6       3,437       (327 )     (93 )     212       5,796       9,031       13       9,044  
 
1     After effect of accounting policy change for employee benefits as described in Note 3.
 
A dividend of CHF 9.50 ($10.01) (2012: CHF 8.00 ($8.82)) per share was paid to Syngenta AG shareholders during the period.
 
Syngenta – July 24, 2013 / Page 13 of 45
 
 

 
 
Syngenta Group
 
Notes to Interim Condensed Consolidated Financial Statements
 
Note 1: Basis of preparation
 
Nature of operations: Syngenta AG (“Syngenta”) is a world leading agribusiness operating in the Crop Protection, Seeds and Lawn and Garden markets. Crop Protection chemicals include herbicides, insecticides, fungicides and seed treatments to control weeds, insects and diseases in crops, and are essential inputs enabling growers around the world to improve agricultural productivity and food quality. In Seeds, Syngenta operates in the high value commercial sectors of field crops (including corn, oilseeds, cereals and sugar beet) and vegetables. The Lawn and Garden business provides professional growers and consumers with flowers, turf and landscape products.
 
Basis of presentation and accounting policies: The condensed consolidated financial statements for the six months ended June 30, 2013 and 2012 incorporate the financial statements of Syngenta AG and of all of its subsidiaries (“Syngenta Group”).  They have been prepared in accordance with IAS 34, “Interim Financial Reporting”, and, except as disclosed in Note 3 below, with the accounting policies described in Note 2 to Syngenta’s 2012 annual consolidated financial statements.  Syngenta prepares its annual consolidated financial statements in accordance with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB).  The condensed consolidated financial statements were authorized for issue by the Board of Directors on July 23, 2013.
 
The condensed consolidated financial statements are presented in United States dollars ($) as this is the major currency in which revenues are denominated.
 
Impairment losses recognized on goodwill and available-for-sale equity securities in interim financial statements are not reversed in the annual financial statements even if the decline in value which caused the impairment loss to be recognized has reversed by the end of the annual reporting period.
 
The preparation of financial statements requires management 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: Seasonality of operations
 
The timing of Syngenta’s sales, profit and cash flows throughout the year is significantly influenced by seasonal factors.  Operating in the agriculture sector, sales of Syngenta’s products principally occur before and during the growing season.  Because many of Syngenta’s largest markets are in the northern hemisphere, which has a spring growing season, significantly more sales occur and profit is earned during the first half of the year than in the second half.  Collections of trade accounts receivable from customers in these northern hemisphere markets largely occur during the second half of the year.  As a result, operating cash flow typically is significantly lower during the first half of the year than during the second half.
 
Syngenta – July 24, 2013 / Page 14 of 45
 
 

 
 
Note 3: Adoption of new IFRSs
 
Adoption of new IFRSs
 
Syngenta has adopted the following new or revised IFRSs from January 1, 2013, with the following effect. These IFRSs have not been early adopted and, except where stated otherwise, their adoption had no impact on these condensed consolidated financial statements:
 
IFRS 10, “Consolidated Financial Statements”, establishes the control concept as the sole criterion for consolidation, and clarifies that control is an investor’s ability to use its power over another entity to affect the variable returns derived from its involvement with that entity. Syngenta’s consolidation scope and the accounting treatment of its investments in other entities was unaffected by the adoption of  IFRS 10.
 
IFRS 11, “Joint Arrangements” contains revised guidance for distinguishing joint operations, where each party accounts for its own rights and obligations from jointly controlled entities, for which IFRS 11 requires the equity method of accounting. Syngenta previously applied the equity method to its jointly controlled entities in accordance with IAS 31, “Joint Ventures”, which has been replaced by IFRS 11. The accounting treatment of Syngenta’s joint arrangements was unaffected by the adoption of IFRS 11.
 
IFRS 12, “Disclosures of Interests in Other Entities”, requires additional disclosures in Syngenta’s annual consolidated financial statements.
 
IFRS 13, “Fair Value Measurement”, introduced guidance on how to measure fair value. As part of adopting IFRS 13, Syngenta is required to disclose additional information about the fair values of its financial assets and financial liabilities in its interim condensed consolidated financial statements. Please see Note 11 below for this information.
 
Syngenta has adopted the amendments in “Annual Improvements to IFRSs, 2009-2011 Cycle”, other than those which it had already early adopted in its 2012 consolidated financial statements.
 
“Disclosures – Offsetting Financial Assets and Financial Liabilities”, Amendments to IFRS 7, requires disclosures both about assets and liabilities that have been offset in the balance sheet and about amounts covered by conditional set-off rights which do not meet the criteria for offsetting. Please see Note 11 for information about set-off rights that apply to certain Syngenta financial assets and liabilities.
 
IAS 19, “Employee Benefits” (revised June 2011). The main changes which this revised IFRS introduces are as follows:
 
-
In respect of defined benefit post-employment plans and other post-retirement benefits:
 
 
-
actuarial gains and losses must be recognized in full in OCI. This was already Syngenta’s accounting policy, so adoption of this requirement has no impact on Syngenta’s condensed consolidated financial statements;
 
 
-
interest on the net recognized defined benefit asset or liability must be recognized in profit or loss, in place of the previously separate recognition of interest cost on the benefit obligation and of an expected return on plan assets. This change increased pre-tax benefit expense for the six months ended June 30, 2012 by $16 million, with a corresponding increase in actuarial gains recognized in OCI. Deferred income tax related to these amounts was also recognized;
 
Syngenta – July 24, 2013 / Page 15 of 45
 
 

 
 
 
-
past service cost arising from plan amendments must be recognized in full in profit or loss in the period in which the plan amendment occurs, in place of the previous requirement to recognize such costs over the vesting period for the amended benefits. At June 30, 2012, Syngenta had a $14 million pre-tax liability for unrecognized past service gains (December 31, 2012: $12 million). Upon adoption of the revised IFRS, this past service gain has been recognized retrospectively by reducing pension liabilities and increasing retained earnings brought forward at January 1, 2012, and the related deferred income tax liabilities have been increased. The impact on Syngenta’s profit or loss for the six months ended June 30, 2012 was immaterial;
 
 
-
for plans requiring plan members to contribute to the cost of their benefits, actuarial calculations now allocate both employee contributions and gross benefits to accounting periods, rather than only the gross benefit before deducting member contributions as has previously been actuarial practice. For Syngenta’s Swiss pension plan, which has a cash balance benefit formula, this requirement reduced the amount recognized for its defined benefit obligation by $24 million at June 30, 2012, before related deferred income tax effects (December 31, 2012: $25 million). Syngenta has recognized this accounting change retrospectively in retained earnings brought forward at January 1, 2012. The related impact on Syngenta’s profit or loss for 2012 was immaterial. Syngenta believes the impact of this requirement on contributory plans with final salary benefit formulae, which include its UK pension plan, is immaterial. This point is the subject of a current IASB Exposure Draft that proposes a further amendment to IAS 19. Syngenta’s US pension and other post-employment plans are non-contributory and therefore will not be impacted by this requirement;
 
 
-
presentation requirements for changes in the recognized asset or liability have been revised and additional disclosures are required.
 
-
In respect of termination benefits, restructuring costs incurred to retain the services of employees during a transition period in excess of applicable legal minimums will now be expensed over the required retention period, instead of being recognized in full when the restructuring and the retention benefits are communicated to employees. The impact of adopting this requirement on restructuring expense and provisions for the periods presented in these condensed consolidated financial statements is immaterial.
 
The impact of adopting IAS 19, “Employee Benefits” (revised June 2011), has been applied retrospectively in accordance with IAS 8 and the effect on the comparative information presented for each financial statement line item is set out in the following tables. Except for the effect on the accounting for the 2013 amendment to Syngenta’s Swiss pension plan described in Note 6 below, the effect of adopting IAS 19 (revised June 2011) on each financial statement line item for the six months ended June 30, 2013 is not materially different from the effect on the respective financial statement line item for the six months ended June 30, 2012.
 
Syngenta – July 24, 2013 / Page 16 of 45
 
 

 

Changes to interim condensed consolidated income statement
 
For the six months ended June 30,
($m)
 
2012
 as reported
   
Adoption of
IAS 19 revised
   
2012
after adoption
 
Sales
    8,265       -       8,265  
Cost of goods sold
    (4,066 )     (3 )     (4,069 )
Gross profit
    4,199       (3 )     4,196  
Marketing and distribution
    (1,154 )     (2 )     (1,156 )
Research and development
    (611 )     (2 )     (613 )
General and administrative
    (595 )     (11 )     (606 )
Operating income
    1,839       (18 )     1,821  
Income from associates and joint ventures
    2       -       2  
Financial expense, net
    (84 )     -       (84 )
Income before taxes
    1,757       (18 )     1,739  
Income tax expense
    (257 )     5       (252 )
Net income1
    1,500       (13 )     1,487  
Earnings per share ($):
                       
Basic
    16.39       (0.14 )     16.25  
Diluted
    16.31       (0.14 )     16.17  

Changes to interim condensed consolidated statement of comprehensive income
 
For the six months ended June 30,
($m)
 
2012
 as reported
   
Adoption of
IAS 19 revised
   
2012
after adoption
 
Net income
    1,500       (13 )     1,487  
Components of other comprehensive income (OCI):
                       
Items that will not be reclassified to profit or loss:
                       
Actuarial gains
    5       16       21  
Income tax relating to items that will not be reclassified to profit or loss
    6       (5 )     1  
      11       11       22  
Items that may be reclassified subsequently to profit or loss
    (122 )     -       (122 )
Total comprehensive income1
    1,389       (2 )     1,387  
 
1     All attributable to Syngenta AG shareholders.
 
Syngenta – July 24, 2013 / Page 17 of 45
 
 

 
 
Changes to interim condensed consolidated balance sheet

At June 30,
($m)
 
2012
 as reported
   
Adoption of
IAS 19 revised
   
2012
after adoption
 
Assets
                 
Total assets
    19,403       -       19,403  
Liabilities and equity
                       
Total current liabilities
    (6,992 )     -       (6,992 )
Non-current liabilities:
                       
Deferred tax liabilities
    (726 )     (8 )     (734 )
Provisions
    (914 )     38       (876 )
Other non-current liabilities
    (2,565 )     -       (2,565 )
Total non-current liabilities
    (4,205 )     30       (4,175 )
Total liabilities
    (11,197 )     30       (11,167 )
Equity:
                       
Shareholders’ equity
    (8,197 )     (30 )     (8,227 )
Non-controlling interests
    (9 )     -       (9 )
Total equity
    (8,206 )     (30 )     (8,236 )
Total liabilities and equity
    (19,403 )     -       (19,403 )

Changes to condensed consolidated balance sheet

At December 31,
($m)
 
2012
 as reported
   
Adoption of
IAS 19 revised
   
2012
after adoption
 
Assets
                 
Total current assets
    10,964       -       10,964  
Non-current assets:
                       
Deferred tax assets
    1,075       -       1,075  
Other non-current financial assets
    668       37       705  
Other non-current assets
    6,694       -       6,694  
Total non-current assets
    8,437       37       8,474  
Total assets
    19,401       37       19,438  
Liabilities and equity
                       
Total current liabilities
    (6,427 )     -       (6,427 )
Non-current liabilities:
                       
Deferred tax liabilities
    (863 )     (8 )     (871 )
Provisions
    (841 )     -       (841 )
Other non-current liabilities
    (2,514 )     -       (2,514 )
Total non-current liabilities
    (4,218 )     (8 )     (4,226 )
Total liabilities
    (10,645 )     (8 )     (10,653 )
Equity:
                       
Shareholders’ equity
    (8,745 )     (29 )     (8,774 )
Non-controlling interests
    (11 )     -       (11 )
Total equity
    (8,756 )     (29 )     (8,785 )
Total liabilities and equity
    (19,401 )     (37 )     (19,438 )

 
Syngenta – July 24, 2013 / Page 18 of 45
 
 

 
 
Changes to interim condensed consolidated cash flow statement

For the six months ended June 30,
($m)
 
2012
 as reported
   
Adoption of
IAS 19 revised
   
2012
after adoption
 
Income before taxes
    1,757       (18 )     1,739  
Reversal of non-cash items
    585       18       603  
                         
Cash flow from operating activities
    177       -       177  

Changes to equity

At January 1, 2012
($m)
 
2012
 as reported
   
Adoption of
IAS 19 revised
   
2012
after adoption
 
Retained earnings
    (4,434 )     (32 )     (4,466 )
                         
Shareholders’ equity
    (7,494 )     (32 )     (7,526 )
Non-controlling interests
    (9 )     -       (9 )
Total equity
    (7,503 )     (32 )     (7,535 )
 
New IFRSs which Syngenta has not yet adopted
 
The following new or revised IFRSs relevant to the Syngenta Group have not yet been adopted by Syngenta. Except where stated otherwise, Syngenta is still assessing the impact of these new IFRSs and does not intend to adopt them early:
 
IFRS 9, “Financial Instruments”, issued in November 2009 and October 2010 and amended in December 2011, represents the published part of a larger IFRS which the IASB is developing. It contains new measurement and classification rules for financial assets and financial liabilities. The currently published version of IFRS 9 requires adoption by January 1, 2015 at the latest. Given the IASB’s stated intention to publish further parts of, and amendments to, IFRS 9 before that date, Syngenta has not yet decided whether to adopt IFRS 9 early.
 
“Investment Entities”, (Amendments to IFRS 10, IFRS 12 and IAS 27), published in October 2012, must be applied with effect from January 1, 2014. The Amendments require a parent company that is an investment entity to account for its investments in subsidiaries at fair value through profit or loss, instead of consolidating them. Syngenta is not an investment entity as defined by the Amendments.
 
Offsetting Financial Assets and Financial Liabilities”, Amendments to IAS 32, permits financial assets and financial liabilities to be offset against each other for balance sheet presentation only where a currently existing, legally enforceable, unconditional right of offset applies to all counterparties of the financial instruments in all situations, including both normal operations and insolvency. Syngenta must adopt the amendments retrospectively from January 1, 2014.
 
“Recoverable Amount Disclosures for Non-Financial Assets”, Amendments to IAS 36, was published in May 2013 and must be applied retrospectively from January 1, 2014.
 
IFRIC 21, “Levies”, was published in May 2013 and contains guidance on when a liability should be recognized in respect of government levies in accordance with IAS 37. IFRIC 21 must be applied retrospectively from January 1, 2014.
 
Syngenta – July 24, 2013 / Page 19 of 45
 
 

 
 
“Novation of Derivatives and Continuation of Hedge Accounting”, Amendments to IAS 39, was published in June 2013 and clarifies that, subject to certain conditions, hedge accounting need not be discontinued when existing derivative contracts are novated to a different counterparty as a consequence of laws and regulations. Adoption of the amendments is required retrospectively from January 1, 2014. Syngenta has not yet decided whether to adopt the Amendments early.
 
Note 4: Business combinations, divestments and other significant transactions
 
Six months ended June 30, 2013
 
On January 28, 2013 and March 6, 2013, Syngenta acquired the remaining equity interests in deVGen N.V. (“Devgen”) that it did not already own after its initial takeover offer was settled in December 2012. Cash paid for these non-controlling interests was $37 million and was accounted for as a settlement of the liability Syngenta had recognized for non-controlling shareholders’ put rights at December 31, 2012.  This amount is shown as cash flows used for financing activities in the condensed consolidated cash flow statement.
 
As disclosed in its 2012 annual consolidated financial statements, Syngenta acquired Sunfield Seeds Inc. (“Sunfield”), a US based provider of sunflower seeds production and processing services, in November 2012. Goodwill on this acquisition was $31 million and mainly represents the benefits to Syngenta of integrating Sunfield’s additional production and processing into Syngenta’s operations. Syngenta does not expect to be able to claim a tax deduction for this goodwill. The unallocated purchase price at December 31, 2012 has been provisionally allocated and the assets and liabilities recognized in respect of Sunfield have changed as follows compared with December 31, 2012:
 
 
($m)
     
Trade receivables and other assets
    36  
Intangible assets
    14  
Deferred tax and other liabilities
    (46 )
Net assets acquired
    4  
 
The changes in the fair values of the net assets acquired and the goodwill recognized are not considered material to the 2012 consolidated financial statements and therefore the consolidated balance sheet at December 31, 2012 has not been restated.
 
The accounting for the acquisitions of Pasteuria Bioscience Inc. (“Pasteuria”) and Devgen, in November and December 2012, respectively, remains provisional in respect of the deferred tax assets recognized for the estimated unused tax loss carryforwards at the acquisition date because the amount of those tax loss carryforwards is in the process of being finalized. Syngenta has made no adjustments to the assets, liabilities, acquisition date fair value of contingent consideration or goodwill for those acquisitions during the six months ended June 30, 2013.
 
Payments, receipts and changes in estimates of deferred and contingent consideration related to acquisitions and divestments completed in prior periods were not material.
 
Syngenta – July 24, 2013 / Page 20 of 45
 
 

 

Six months ended June 30, 2012
 
During the six month period ended June 30, 2012, Pioneer Hi-Bred International Inc. (“Pioneer”) received U.S. EPA approval for a seed stack containing the MIR604 trait licensed by Syngenta to Pioneer. As a result, it became virtually certain that Syngenta would receive additional contractual minimum consideration with a present value of approximately $200 million. This amount was recognized as royalty revenue in the six month period ended June 30, 2012 and was receivable in cash over the period to October 2016.
 
On June 11, 2012, Syngenta divested the Fafard peat unit of its Lawn and Garden business to Sun Gro Horticulture Ltd. on a cash and debt free basis. The income statement and cash flow effects of the transaction were reported in Restructuring within General and administrative and in Acquisitions and divestments, net, respectively.
 
Acquisition payments of $15 million in the six months ended June 30, 2012 comprised contingent and deferred consideration related to several acquisitions completed in prior periods.
 
Movements in goodwill
 
For the six months ended June 30,
($m)
 
2013
   
2012
 
Cost:
           
January 1
    1,923       1,598  
Additions from business combinations
    32       11  
Reductions from business divestments
    -       (4 )
Currency translation effects
    (18 )     (6 )
June 30
    1,937       1,599  
                 
Accumulated amortization and impairment losses:
               
January 1
    280       279  
Reductions from business divestments
    -       (4 )
Currency translation effects
    (4 )     -  
June 30
    276       275  
Net book value, June 30
    1,661       1,324  

 
Syngenta – July 24, 2013 / Page 21 of 45
 
 

 

 
Note 5: Segmental information
 
Syngenta is organized on a worldwide basis into five operating segments: the four geographic regions, comprising the integrated crop protection and seeds business, and the global Lawn and Garden business. Some costs of the integrated organization do not relate to a geographic destination and are reported as non-regional.
 
No operating segments have been aggregated to form the above reportable segments.

For the six months ended June 30, 2013
($m)
 
EAME1
   
North America
   
Latin America
   
Asia Pacific
   
Non-regional
   
Total integrated
   
Lawn and Garden
   
Group
 
Segment sales
    3,165       2,628       1,174       1,057       -       8,024       366       8,390  
Cost of goods sold
    (1,457 )     (1,407 )     (659 )     (572 )     (45 )     (4,140 )     (172 )     (4,312 )
Gross profit
    1,708       1,221       515       485       (45 )     3,884       194       4,078  
Marketing and distribution
    (340 )     (282 )     (285 )     (162 )     (35 )     (1,104 )     (88 )     (1,192 )
Research and development
    -       -       -       -       (672 )     (672 )     (29 )     (701 )
General and administrative
    (80 )     (42 )     (40 )     (30 )     (178 )     (370 )     (23 )     (393 )
Operating income/(loss)
    1,288       897       190       293       (930 )     1,738       54       1,792  
Income from associates and joint ventures
                                                            7  
Financial expense, net
                                                            (90 )
Income before taxes
                                                            1,709  
For the six months ended June 30, 20122
($m)
 
EAME1
   
North America
   
Latin America
   
Asia Pacific
   
Non-regional
   
Total integrated
   
Lawn and Garden
   
Group
 
Segment sales
    3,008       2,781       1,043       997       -       7,829       436       8,265  
Cost of goods sold
    (1,400 )     (1,264 )     (586 )     (524 )     (67 )     (3,841 )     (228 )     (4,069 )
Gross profit
    1,608       1,517       457       473       (67 )     3,988       208       4,196  
Marketing and distribution
    (325 )     (300 )     (233 )     (148 )     (42 )     (1,048 )     (108 )     (1,156 )
Research and development
    -       -       -       -       (584 )     (584 )     (29 )     (613 )
General and administrative
    (91 )     (133 )     (68 )     (30 )     (249 )     (571 )     (35 )     (606 )
Operating income/(loss)
    1,192       1,084       156       295       (942 )     1,785       36       1,821  
Income from associates and joint ventures
                                                            2  
Financial expense, net
                                                            (84 )
Income before taxes
                                                            1,739  
 
EAME: Europe, Africa and Middle East.
 
After effect of accounting policy change for employee benefits as described in Note 3. $15 million expense allocated to Non-regional, $2 million to North America, $1 million to Lawn and Garden.
 
All activities were in respect of continuing operations.
 
Syngenta – July 24, 2013 / Page 22 of 45
 
 

 
 
Note 6: General and administrative
 
In May 2013, the Board of Trustees of Syngenta’s Swiss pension plan adopted revised rules for the plan. The principal change has aligned the required annuity conversion rates for retirement benefits more closely with current actuarial rates. This reduced Syngenta’s defined benefit obligation. Syngenta has accounted for the changes as a plan amendment, in accordance with IAS 19 (revised June 2011). Based on an actuarial valuation at the date of the change, Syngenta has recognized an estimated past service gain of approximately $35 million. This amount has been recognized in full within General and administrative for the six months ended June 30, 2013 because no meaningful allocation of the gain by function is possible. The valuation discount rate used to measure the defined benefit obligation was 2.0 percent (December 31, 2012: 2.0 percent) and the only change in other valuation assumptions compared with December 31, 2012 was to reflect the impact of the revised rules on retirement age. If the previous version of IAS 19 had still been applied, Syngenta estimates that the past service gain amount recognized in the six months ended June 30, 2013 would have been greater, mainly because of the impact of different requirements for recognizing vesting conditions associated with the changes.
 
As a result of the settlement of litigation related to the herbicide atrazine, a net expense of $80 million was recognized within General and administrative during the six month period ended June 30, 2012.
 
General and administrative includes gains of $4 million (2012: losses of $12 million) on hedges of forecast transactions, which were recognized during the period.
 
Note 7: Restructuring
 
For the six months ended June 30,
($m)
 
2013
   
2012
 
Operational efficiency programs:
           
Cash costs
    16       32  
Non-cash impairment costs
    -       1  
                 
Integrated crop strategy programs:
               
Cash costs
    26       51  
                 
Acquisitions and divestments:
               
Cash costs
    11       6  
Non-cash items
               
Reversal of inventory step-ups
    -       4  
Reacquired rights
    7       7  
Divestment losses
    3       15  
                 
Other non-cash restructuring and impairment:
               
Exceptional inventory write-downs
    6       -  
Other non-current asset impairments
    14       5  
Total restructuring1
    83       121  
1
$nil (2012: $4 million) is included within Cost of goods sold.
 
Syngenta – July 24, 2013 / Page 23 of 45
 
 

 
 
Restructuring represents the effect on reported performance of initiating and enabling 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 incremental costs of closing, restructuring or relocating existing operations, and gains or losses from related asset disposals. Restructuring also includes the effects of completing and integrating significant business combinations and divestments, including related transaction costs, gains and losses. Recurring costs of normal business operations and routine asset disposal gains and losses are excluded.
 
Impairment includes impairment losses associated with major restructuring as well as 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.  Syngenta’s definition of restructuring and impairment may not be comparable to similarly titled line items in financial statements of other companies.
 
Six months ended June 30, 2013
 
Operational efficiency programs
 
Operational efficiency cash costs of $16 million include $11 million of costs related to the completion of the projects to standardize and consolidate global back office operations. A further $5 million of charges were incurred for various projects including restructuring at the corporate headquarters and outsourcing of information systems.
 
Integrated crop strategy programs
 
Cash costs of $26 million include $9 million for information system infrastructure projects, $11 million of charges for consultancy and advisory services, re-training of employees and project management, and $6 million of other costs.
 
Acquisitions and divestments
 
Cash costs of $11 million include $7 million incurred to integrate previous acquisitions and $4 million of charges related to uncompleted transactions.
 
As part of the Greenleaf acquisition in 2010, Syngenta reacquired exclusive licensing rights that it had previously granted to Greenleaf. In accordance with IFRS, the reacquired rights were recognized as an intangible asset and are being amortized over the remaining term of the original license contract, three years. Divestment losses consist of closing adjustments to the fair value of the consideration on the 2012 divestments of the SHS Horticultural Services business and the Fafard peat unit.
 
Other non-cash restructuring and impairment
 
Exceptional inventory write-downs of $6 million were made in connection with the restructuring of the Flowers product range. Other non-current asset impairments include $8 million for the impairment of an available-for-sale financial asset and $6 million for the impairment of a trademark, which will be phased out during 2013.
 
 
Syngenta – July 24, 2013 / Page 24 of 45
 
 

 
 
Six months ended June 30, 2012
 
Operational efficiency programs
 
Operational efficiency cash costs of $26 million were incurred in the regions for the standardization and consolidation of back office operations, which continued in 2012. $6 million of other operational efficiency charges included charges for project management, standard process design and restructuring in the corporate headquarters.
 
Integrated crop strategy programs
 
Cash costs of $18 million were incurred for the continuing integration of commercial operations of sales and marketing teams in the regions. $30 million was charged to the regions for support function projects, including $13 million for severance and pension costs and $17 million for developing and supporting the strategic transition, process re-design, consultancy and advisory services, retention, relocation, and re-training of employees, and project management. $3 million of costs related to restructuring the organization of the global Research and Development function.
 
Acquisitions and divestments
 
Acquisition and integration cash costs related mainly to uncompleted transactions. Reversal of inventory step-ups related to the acquisitions of Maribo Seeds, the Pybas and Synergene lettuce companies and the buy-out of the Greenleaf non-controlling interest. Amortization of reacquired rights related to exclusive licensing rights that Syngenta had previously granted to Greenleaf, which were reacquired as part of the Greenleaf acquisition. Divestment losses were incurred on the divestment of the Fafard peat unit.
 
Other non-cash restructuring and impairment
 
Impairment charges related to the write-down of land in the USA that was acquired as part of a business combination.
 
Note 8: Non-cash items included in income before taxes
 
For the six months ended June 30,
($m)
 
2013
      2012 1
Depreciation, amortization and impairment of:
             
Property, plant and equipment
    164       170  
Intangible assets
    146       149  
Financial assets
    8       -  
Deferred revenue and other gains and losses
    (21 )     (20 )
Charges in respect of equity-settled share based compensation
    34       40  
Charges in respect of provisions, net
    25       175  
Financial expense, net
    90       84  
(Gains)/losses on hedges reported in operating income
    (21 )     7  
Share of income from associates
    (7 )     (2 )
Total
    418       603  
 
1     After effect of accounting policy change for employee benefits as described in Note 3.
 
Syngenta – July 24, 2013 / Page 25 of 45
 
 

 
 
Note 9:  Principal currency translation rates
 
As an international business selling in over 100 countries and having major manufacturing and research and development facilities in Switzerland, the UK, the USA and India, movements in currencies impact Syngenta’s business performance.  The principal currencies and exchange rates against the US dollar used in preparing the condensed consolidated financial statements were as follows:
 
   
Average
six months ended June 30,
June 30,
June 30,
December 31,
Per $
 
2013
2012
2013
2012
2012
Swiss franc
CHF
0.93
0.92
0.95
0.96
0.92
British pound
GBP
0.65
0.63
0.66
0.64
0.62
Euro
EUR
0.76
0.76
0.77
0.80
0.76
Brazilian real
BRL
2.03
1.84
2.22
2.02
2.05
 
The average rates presented above are an average of the monthly rates used to prepare the condensed consolidated income and cash flow statements.  The period end rates were used for the preparation of the condensed consolidated balance sheet.
 
Note 10:  Issuances, repurchases and repayments of debt and equity securities
 
Six months ended June 30, 2013
 
During the six months ended June 30, 2013, there were no share repurchases and no treasury shares were reissued except in accordance with Syngenta’s share based payment plans.
 
During the six months ended June 30, 2013, a CHF bond with principal of CHF 500 million was fully repaid at maturity.
 
Six months ended June 30, 2012
 
During the six months ended June 30, 2012, Syngenta repurchased 13,500 of its own shares at a cost of $4 million, relating to the share repurchase program announced in February 2012. No treasury shares were reissued except in accordance with Syngenta’s share based payment plans.
 
During the six months ended June 30, 2012, Syngenta issued $750 million in US dollar denominated bonds, comprising a $500 million bond with an interest rate of 3.125 percent and a ten year maturity, and a $250 million bond with an interest rate of 4.375 percent and a thirty year maturity.
 
Syngenta – July 24, 2013 / Page 26 of 45
 
 

 
 
Note 11:  Financial instruments
 
The following table shows the carrying amounts and fair values of financial assets and liabilities by category of financial instrument and a reconciliation to where they are presented on the balance sheet at June 30, 2013. The fair value hierarchy is shown for those financial assets and liabilities that are carried at fair value in the condensed consolidated balance sheet.
 
   
Carrying amount (based on measurement basis)
 
At June 30, 2013
($m)
 
Fair value
 level 1
   
Fair value
 level 2
   
Total
 
Trade receivables, net:
                 
     Designated at fair value through profit and loss
    -       59       59  
     Loans and receivables
                    5,588  
     Total
                    5,647  
Derivative and other financial assets:
                       
     Derivative financial assets
    7       115       122  
     Loans and receivables
                    31  
     Total
                    153  
Financial and other non-current assets:
                       
     Available-for-sale financial assets
    5       73       78  
     Designated at fair value through profit and loss
    -       20       20  
     Derivative financial assets – non-current
    -       3       3  
     Loans and receivables
                    277  
     Other, not carried at fair value
                    343  
     Total
                    721  
Current financial debt and other financial liabilities:
                       
     Derivative financial liabilities - current
    -       165       165  
     Measured at amortized cost
                    1,994  
     Total
                    2,159  
 
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 valuation techniques and inputs used by Syngenta to derive level 2 fair value measurements of the above financial assets and liabilities are as described in Note 2 to Syngenta’s 2012 annual consolidated financial statements.
 
Syngenta – July 24, 2013 / Page 27 of 45
 
 

 
 
The fair value of unquoted equity securities is not material. There were no transfers during the six month period ended June 30, 2013 between level 1 and level 2 of the fair value hierarchy; between the fair value and amortized cost categories; nor into or out of level 3 of the fair value hierarchy.
 
The following tables show the effect of set off rights that apply to financial assets and liabilities subject to enforceable master netting or similar arrangements. These arrangements consist of International Swaps and Derivatives Association (ISDA) master agreements between Syngenta and its derivative counterparties, and for certain derivative positions, Credit Support Annex (CSA) contracts under which cash is exchanged as collateral. Syngenta’s rights under these arrangements would become enforceable in the event of a future default of the respective counterparty.
 
       
Related amounts
not set off
 
At June 30, 2013
($m)
Financial assets (gross)
Offsetting Financial liabilities (gross)
 
Financial assets
 (net)
Financial instruments
Cash collateral received
Net
Derivatives
125
-
125
(125)
-
-
             
       
Related amounts
not set off
 
At June 30, 2013
($m)
Financial liabilities (gross)
Offsetting financial assets (gross)
 
Financial liabilities
 (net)
Financial instruments
Cash collateral pledged
Net
Derivatives
165
-
165
(125)
(31)
9
             
       
Related amounts
not set off
 
At December 31, 2012
($m)
Financial assets (gross)
Offsetting Financial liabilities (gross)
 
Financial assets
 (net)
Financial instruments
Cash collateral received
Net
Derivatives
223
-
223
(78)
(21)
124
             
       
Related amounts
not set off
 
At December 31, 2012
($m)
Financial liabilities (gross)
Offsetting financial assets (gross)
 
Financial liabilities
 (net)
Financial instruments
Cash collateral pledged
Net
Derivatives
119
-
119
(78)
(41)
-

Note 12:  Commitments and contingencies
 
There was no significant change in the total amount of commitments and contingencies at June 30, 2013, compared with December 31, 2012.
 
Note 13:  Subsequent events
 
On July 3, 2013, Syngenta announced that it has agreed to acquire MRI Seed Zambia Ltd and MRI Agro Ltd (“MRI”), a leading developer, producer and distributor of white corn seed in Zambia. The transaction is subject to regulatory approvals and is expected to close by the end of 2013.
 
Syngenta – July 24, 2013 / Page 28 of 45
 
 

 
 
Supplementary financial information
 
2012 supplementary financial information is presented after the effect of adoption of IAS 19, “Employee Benefits” (revised June 2011), described in Note 3 to Syngenta’s interim condensed consolidated financial statements.
 
Financial summary
 
   
Ex Restructuring and impairment1
   
Restructuring and
impairment
   
As reported under
IFRS
 
For the six months ended June 30,
($m)
 
2013
   
2012
   
2013
   
2012
   
2013
   
2012
 
Sales
    8,390       8,265       -       -       8,390       8,265  
Gross profit
    4,078       4,200       -       (4 )     4,078       4,196  
Marketing and distribution
    (1,192 )     (1,156 )     -       -       (1,192 )     (1,156 )
Research and development
    (701 )     (613 )     -       -       (701 )     (613 )
General and administrative
    (310 )     (489 )     (83 )     (117 )     (393 )     (606 )
Operating income
    1,875       1,942       (83 )     (121 )     1,792       1,821  
Income before taxes
    1,792       1,860       (83 )     (121 )     1,709       1,739  
Income tax expense
    (316 )     (294 )     19       42       (297 )     (252 )
Net income
    1,476       1,566       (64 )     (79 )     1,412       1,487  
Attributable to non-controlling interests
    (3 )     -       -       -       (3 )     -  
Attributable to Syngenta AG shareholders
    1,473       1,566       (64 )     (79 )     1,409       1,487  
Earnings/(loss) per share ($)2
                                               
Basic
    16.02       17.11       (0.70 )     (0.86 )     15.32       16.25  
Diluted
    15.92       17.03       (0.69 )     (0.86 )     15.23       16.17  

   
2013
   
2012
   
2013 CER3
 
Gross profit margin excl. restructuring and impairment
    48.6 %     50.8 %     48.4 %
EBITDA4
    2,179       2,250          
EBITDA margin
    26.0 %     27.2 %     25.2 %
Tax rate on results excl. restructuring and impairment
    18 %     16 %        
Free cash flow5
    (359 )     (34 )        
Trade working capital to sales6
    43 %     39 %        
Debt/equity gearing7
    33 %     24 %        
Net debt7
    2,978       1,937          
 
1
For further analysis of restructuring and impairment charges, see Note 7 on page 23.  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 earnings per share are as follows:  For 2013 basic EPS 91,973,083 and diluted 92,504,931; for 2012 basic EPS 91,532,049 and diluted EPS 91,989,343.
 
3
For a description of CER see Appendix A on page 36.
 
4
EBITDA is defined in Appendix B on page 36.
 
5
For a description of free cash flow, see Appendix D on page 38.
 
6
Period end trade working capital as a percentage of twelve-month sales, see Appendix E on page 38.
 
7
For a description of net debt and the calculation of debt/equity gearing, see Appendix F on page 39.
 
Syngenta – July 24, 2013 / Page 29 of 45
 
 

 
 
Half year segmental results excluding restructuring and impairment
 
Group
 
For the six months ended June 30,
 
($m)
 
2013
   
2012
   
CER %
 
Third party sales
    8,390       8,265       +2  
Gross profit
    4,078       4,200       -3  
Marketing and distribution
    (1,192 )     (1,156 )     -5  
Research and development
    (701 )     (613 )     -16  
General and administrative
    (310 )     (489 )     +31  
Operating income
    1,875       1,942       -6  
Depreciation, amortization and impairment
    297       306          
Income from associates and joint ventures
    7       2          
EBITDA
    2,179       2,250       -5  
EBITDA margin (%)
    26.0       27.2          
                         
Total integrated
($m)
                       
Third party sales
    8,024       7,829       +3  
Gross profit
    3,884       3,992       -2  
Marketing and distribution
    (1,104 )     (1,048 )     -8  
Research and development
    (672 )     (584 )     -17  
General and administrative
    (296 )     (463 )     +30  
Operating income
    1,812       1,897       -7  
Depreciation, amortization and impairment
    283       294          
Income from associates and joint ventures
    7       2          
EBITDA
    2,102       2,193       -6  
EBITDA margin (%)
    26.2       28.0          
                         
Lawn and Garden
($m)
                       
Third party sales
    366       436       -14  
Gross profit
    194       208       -4  
Marketing and distribution
    (88 )     (108 )     +17  
Research and development
    (29 )     (29 )     -3  
General and administrative
    (14 )     (26 )     +47  
Operating income
    63       45       +51  
Depreciation, amortization and impairment
    14       12          
EBITDA
    77       57       +41  
EBITDA margin (%)
    21.2       13.2          
 
Syngenta – July 24, 2013 / Page 30 of 45
 
 

 
 
Half year segmental results excluding restructuring and impairment: continued

Europe, Africa and Middle East
  For the six months ended June 30,  
($m)
 
2013
   
2012
   
CER %
 
Third party sales
    3,165       3,008       +6  
Gross profit
    1,708       1,611       +7  
Marketing and distribution
    (340 )     (325 )     -5  
General and administrative
    (75 )     (77 )     +1  
Operating income
    1,293       1,209       +8  
                         
North America
($m)
                       
Third party sales
    2,628       2,781       -5  
Gross profit
    1,221       1,518       -19  
Marketing and distribution
    (282 )     (300 )     +6  
General and administrative
    (24 )     (126 )     +80  
Operating income
    915       1,092       -16  
                         
Latin America
($m)
                       
Third party sales
    1,174       1,043       +12  
Gross profit
    515       457       +7  
Marketing and distribution
    (285 )     (233 )     -29  
General and administrative
    (36 )     (59 )     +36  
Operating income
    194       165       -10  
                         
Asia Pacific
($m)
                       
Third party sales
    1,057       997       +8  
Gross profit
    485       473       +6  
Marketing and distribution
    (162 )     (148 )     -13  
General and administrative
    (28 )     (23 )     -23  
Operating income
    295       302       +1  

 
Syngenta – July 24, 2013 / Page 31 of 45
 
 

 
 
Half year sales
 
   
For the six months ended June 30,
 
($m)
 
2013
   
2012
   
Actual %
   
CER %
 
Group sales
                       
Europe, Africa and Middle East
    3,165       3,008       +5       +6  
North America
    2,628       2,781       -5       -5  
Latin America
    1,174       1,043       +13       +12  
Asia Pacific
    1,057       997       +6       +8  
Total integrated sales
    8,024       7,829       +3       +3  
Lawn and Garden
    366       436       -16       -14  
Group sales
    8,390       8,265       +2       +2  
Crop Protection by region
                               
Europe, Africa and Middle East
    2,204       2,132       +3       +4  
North America
    1,884       1,739       +8       +9  
Latin America
    1,029       926       +11       +11  
Asia Pacific
    900       877       +3       +5  
Total
    6,017       5,674       +6       +7  
                                 
Seeds by region
                               
Europe, Africa and Middle East
    980       889       +10       +11  
North America
    754       1,053       -28       -28  
Latin America
    160       132       +21       +20  
Asia Pacific
    160       121       +31       +33  
Total
    2,054       2,195       -6       -6  
                                 
Sales by business
                               
Crop Protection
    6,017       5,674       +6       +7  
Seeds
    2,054       2,195       -6       -6  
Elimination of Crop Protection sales to Seeds
    (47 )     (40 )     n/a       n/a  
Total integrated sales
    8,024       7,829       +3       +3  
Lawn and Garden
    366       436       -16       -14  
Group sales
    8,390       8,265       +2       +2  
 
Syngenta – July 24, 2013 / Page 32 of 45
 
 

 
 
Half year product line sales
 
   
For the six months ended June 30,
 
($m)
 
2013
   
2012
   
Actual %
   
CER %
 
Selective herbicides
    1,985       1,922       +3       +4  
Non-selective herbicides
    746       597       +25       +26  
Fungicides
    1,783       1,732       +3       +4  
Insecticides
    872       872       -       +1  
Seed care
    581       484       +20       +20  
Other crop protection
    50       67       -26       -25  
Total Crop Protection
    6,017       5,674       +6       +7  
Corn and soybean
    1,018       1,268       -20       -20  
Diverse field crops
    646       549       +18       +19  
Vegetables
    390       378       +3       +3  
Total Seeds
    2,054       2,195       -6       -6  
Elimination of Crop Protection sales to Seeds
    (47 )     (40 )     n/a       n/a  
Lawn and Garden
    366       436       -16       -14  
Group sales
    8,390       8,265       +2       +2  
 
Syngenta – July 24, 2013 / Page 33 of 45
 
 

 
 
Second quarter sales
 
   
2nd Quarter
       
($m)
 
2013
   
2012
   
Actual %
   
CER %
 
Group sales
                       
Europe, Africa and Middle East
    1,229       1,249       -2       +1  
North America
    1,287       1,512       -15       -14  
Latin America
    606       546       +11       +10  
Asia Pacific
    532       467       +14       +16  
Total integrated sales
    3,654       3,774       -3       -2  
Lawn and Garden
    166       187       -11       -8  
Group sales
    3,820       3,961       -4       -2  
Crop Protection by region
                               
Europe, Africa and Middle East
    937       966       -3       -1  
North America
    994       955       +4       +5  
Latin America
    529       497       +7       +6  
Asia Pacific
    432       395       +10       +12  
Total
    2,892       2,813       +3       +4  
                                 
Seeds by region
                               
Europe, Africa and Middle East
    294       284       +3       +6  
North America
    294       557       -47       -47  
Latin America
    82       56       +46       +45  
Asia Pacific
    102       73       +39       +41  
Total
    772       970       -20       -19  
                                 
Sales by business
                               
Crop Protection
    2,892       2,813       +3       +4  
Seeds
    772       970       -20       -19  
Elimination of Crop Protection sales to Seeds
    (10 )     (9 )     n/a       n/a  
Total integrated sales
    3,654       3,774       -3       -2  
Lawn and Garden
    166       187       -11       -8  
Group sales
    3,820       3,961       -4       -2  
 
Syngenta – July 24, 2013 / Page 34 of 45

 
 

 
 
 
Second quarter product line sales
 
   
 2nd Quarter
       
($m)
 
2013
   
2012
   
Actual %
   
CER %
 
Selective herbicides
    974       1,010       -4       -2  
Non-selective herbicides
    444       363       +23       +23  
Fungicides
    857       831       +3       +4  
Insecticides
    392       410       -4       -3  
Seed care
    202       170       +18       +19  
Other crop protection
    23       29       -20       -21  
Total Crop Protection
    2,892       2,813       +3       +4  
Corn and soybean
    318       561       -43       -43  
Diverse field crops
    231       193       +20       +23  
Vegetables
    223       216       +3       +4  
Total Seeds
    772       970       -20       -19  
Elimination of Crop Protection sales to Seeds
    (10 )     (9 )     n/a       n/a  
Lawn and Garden
    166       187       -11       -8  
Group sales
    3,820       3,961       -4       -2  
 
Syngenta – July 24, 2013 / Page 35 of 45
 
 

 
 
 
Supplementary financial information
 
Appendix A: 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.
 
Appendix B: Reconciliation of EBITDA to net income
 
EBITDA is defined as earnings before interest, tax, non-controlling 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.  Management excludes restructuring and impairment 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.
 
For the six months ended June 30,
($m)
 
2013
   
2012
 
Net income attributable to Syngenta AG shareholders
    1,409       1,487  
Non-controlling interests
    3       -  
Income tax expense
    297       252  
Financial expenses, net
    90       84  
Restructuring and impairment
    83       121  
Depreciation, amortization and other impairment
    297       306  
EBITDA
    2,179       2,250  

 
Syngenta – July 24, 2013 / Page 36 of 45
 
 

 
 
Appendix C: Segmental operating income reconciled to segmental results excluding restructuring and impairment
 
                 
For the six months ended June 30, 2013
($m)
EAME
North America
Latin America
Asia Pacific
Non-regional
Total integrated
Lawn and Garden
Total group
Operating income/(loss)
1,288
897
190
293
(930)
1,738
54
1,792
Restructuring and impairment
5
18
4
2
45
74
9
83
Operating income excluding restructuring and impairment
1,293
915
194
295
(885)
1,812
63
1,875
Operating margin (%)
40.8
34.8
16.5
27.8
n/a
22.6
17.4
22.3
 
                 
For the six months ended June 30, 2012
($m)
EAME
North America
Latin America
Asia Pacific
Non-regional
Total integrated
Lawn and Garden
Total group
Operating income/(loss)
1,192
1,084
156
295
(942)
1,785
36
1,821
Restructuring and impairment
17
8
9
7
71
112
9
121
Operating income excluding restructuring and impairment
1,209
1,092
165
302
(871)
1,897
45
1,942
Operating margin (%)
40.2
39.3
15.8
30.3
n/a
24.2
10.3
23.5
 
Syngenta – July 24, 2013 / Page 37 of 45
 
 

 
 
Appendix D: 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.
 
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 in other companies.  Free cash flow has been included as many investors consider it to be a useful supplementary measure of cash generation.
 
For the six months ended June 30,
($m)
 
2013
   
2012
 
Cash flow (used for)/from operating activities
    (68 )     177  
Cash flow used for investing activities
    (248 )     (178 )
Cash flow (from)/used for marketable securities
    (7 )     16  
Cash flow used for acquisition of non-controlling interests
    (37 )     -  
Cash flow used for/(from) foreign exchange movements and settlement of hedges of inter-company loans
    1       (49 )
Free cash flow
    (359 )     (34 )
 
Appendix E: Period end trade working capital
 
The following table expresses trade working capital as a percentage of sales for the twelve-month periods ended June 30, 2013 and 2012:
 
($m)
 
2013
   
2012
 
Inventories
    4,652       3,759  
Trade accounts receivable
    5,647       5,277  
Trade accounts payable
    (4,170 )     (3,688 )
Net trade working capital
    6,129       5,348  
Twelve-month sales
    14,327       13,831  
Trade working capital as percentage of sales (%)
    43       39  
 
In addition to period end trade working capital and due to the seasonal nature of its business, Syngenta also monitors average trade working capital as a percentage of sales.  This is determined by dividing the average month-end net trade working capital for the past twelve months by sales for the same twelve-month period.
 
Syngenta – July 24, 2013 / Page 38 of 45
 
 

 
 
Appendix F: 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 many investors consider it to be a useful measure of financial position and risk.  The following table provides a reconciliation of movements in net debt during the period:
 
For the six months ended June 30,
($m)
 
2013
   
2012
 
Opening balance at January 1
    1,706       1,135  
Debt acquired with business acquisitions and other non-cash items
    57       90  
Foreign exchange effect on net debt
    (3 )     (59 )
Purchase/(sale) of treasury shares
    (62 )     (54 )
Dividends paid
    921       791  
Free cash flow
    359       34  
Closing balance at June 30
    2,978       1,937  
Components of closing balance:
               
Cash and cash equivalents
    (785 )     (1,664 )
Marketable securities1
    (4 )     (19 )
Current financial debt
    1,994       1,260  
Non-current financial debt2
    1,712       2,357  
Financing-related derivatives3
    61       3  
Closing balance at June 30
    2,978       1,937  
 
1
Long-term marketable securities are included in Financial and other non-current assets. Short-term marketable securities are included in Derivative and other financial assets.
 
2
Included in Financial debt and other non-current liabilities.
 
3
Short-term derivatives are included in Derivative and other financial assets and Current financial debt and other financial liabilities. Long-term derivatives are included in Financial and other non-current assets and Financial debt and other non-current liabilities.
 
The following table presents the derivation of the Debt/equity gearing ratio at June 30, 2013 and 2012:
 
($m)
 
2013
   
2012
 
Net debt
    2,978       1,937  
Shareholders’ equity
    9,031       8,227  
Debt/equity gearing ratio (%)
    33       24  
 
 
Syngenta – July 24, 2013 / Page 39 of 45
 
 

 
 
 
Appendix G: Adoption of IAS 19 “Employee Benefits” (revised June 2011)
 
The effect of adopting IAS 19, “Employee Benefits” (revised June 2011), as described in Note 3 to Syngenta’s interim condensed consolidated financial statements, is set out in the following tables for the years ended December 31, 2012 and 2011:
 
Changes to condensed consolidated income statement
 
For the year ended December 31,
($m)
 
2012
 as reported
   
Adoption of
IAS 19 revised
   
2012
after adoption
 
Sales
    14,202       -       14,202  
Cost of goods sold
    (7,218 )     (5 )     (7,223 )
Gross profit
    6,984       (5 )     6,979  
Marketing and distribution
    (2,418 )     (5 )     (2,423 )
Research and development
    (1,253 )     (4 )     (1,257 )
General and administrative
    (1,021 )     (22 )     (1,043 )
Operating income
    2,292       (36 )     2,256  
Income from associates and joint ventures
    7       -       7  
Financial expense, net
    (147 )     -       (147 )
Income before taxes
    2,152       (36 )     2,116  
Income tax expense
    (277 )     11       (266 )
Net income
    1,875       (25 )     1,850  
Attributable to:
                       
Syngenta AG shareholders
    1,872       (25 )     1,847  
Non-controlling interests
    3       -       3  
Net income
    1,875       (25 )     1,850  
Earnings per share ($):
                       
Basic
    20.43       (0.27 )     20.16  
Diluted
    20.32       (0.27 )     20.05  
 
Syngenta – July 24, 2013 / Page 40 of 45
 
 

 


Changes to consolidated statement of comprehensive income
 
For the year ended December 31,
($m)
 
2012
 as reported
   
Adoption of
IAS 19 revised
   
2012
after adoption
 
Net income
    1,875       (25 )     1,850  
Components of other comprehensive income (OCI):
                       
Items that will not be reclassified to profit or loss:
                       
Actuarial gains
    (151 )     33       (118 )
Income tax relating to items that will not be reclassified to profit or loss
    31       (11 )     20  
      (120 )     22       (98 )
Items that may be reclassified subsequently to profit or loss
    171       -       171  
Total comprehensive income
    1,926       (3 )     1,923  
Attributable to:
                       
Syngenta AG shareholders
    1,924       (3 )     1,921  
Non-controlling interests
    2       -       2  
Total comprehensive income
    1,926       (3 )     1,923  
 
Changes to consolidated cash flow statement

For the year ended December 31,
($m)
 
2012
 as reported
   
Adoption of
IAS 19 revised
   
2012
after adoption
 
Income before taxes
    2,152       (36 )     2,116  
Reversal of non-cash items
    984       36       1,020  
                         
Cash flow from operating activities
    1,359       -       1,359  
 
Syngenta – July 24, 2013 / Page 41 of 45
 
 

 

Changes to condensed consolidated income statement
 
For the year ended December 31,
($m)
 
2011
 as reported
   
Adoption of
IAS 19 revised
   
2011
after adoption
 
Sales
    13,268       -       13,268  
Cost of goods sold
    (6,786 )     (4 )     (6,790 )
Gross profit
    6,482       (4 )     6,478  
Marketing and distribution
    (2,387 )     (3 )     (2,390 )
Research and development
    (1,191 )     (3 )     (1,194 )
General and administrative
    (853 )     (32 )     (885 )
Operating income
    2,051       (42 )     2,009  
Income from associates and joint ventures
    15       -       15  
Financial expense, net
    (165 )     -       (165 )
Income before taxes
    1,901       (42 )     1,859  
Income tax expense
    (301 )     12       (289 )
Net income
    1,600       (30 )     1,570  
Attributable to:
                       
Syngenta AG shareholders
    1,599       (30 )     1,569  
Non-controlling interests
    1       -       1  
Net income
    1,600       (30 )     1,570  
Earnings per share ($):
                       
Basic
    17.40       (0.33 )     17.07  
Diluted
    17.31       (0.33 )     16.98  
 
Changes to consolidated statement of comprehensive income
 
For the year ended December 31,
($m)
 
2011
 as reported
   
Adoption of
IAS 19 revised
   
2011
after adoption
 
Net income
    1,600       (30 )     1,570  
Components of other comprehensive income (OCI):
                       
Items that will not be reclassified to profit or loss:
                       
Actuarial gains
    (252 )     82       (170 )
Income tax relating to items that will not be reclassified to profit or loss
    71       (20 )     51  
      (181 )     62       (119 )
Items that may be reclassified subsequently to profit or loss
    (347 )     -       (347 )
Total comprehensive income1
    1,072       32       1,104  
 
1     All attributable to Syngenta AG shareholders.
 
Syngenta – July 24, 2013 / Page 42 of 45
 
 

 

Changes to condensed consolidated balance sheet

At December 31,
($m)
 
2011
 as reported
   
Adoption of
IAS 19 revised
   
2011
after adoption
 
Assets
                 
Total assets
    17,241       -       17,241  
Liabilities and equity
                       
Total current liabilities
    (5,643 )     -       (5,643 )
Non-current liabilities:
                       
Deferred tax liabilities
    (753 )     (8 )     (761 )
Provisions
    (968 )     40       (928 )
Other non-current liabilities
    (2,374 )     -       (2,374 )
Total non-current liabilities
    (4,095 )     32       (4,063 )
Total liabilities
    (9,738 )     32       (9,706 )
Equity:
                       
Shareholders’ equity
    (7,494 )     (32 )     (7,526 )
Non-controlling interests
    (9 )     -       (9 )
Total equity
    (7,503 )     (32 )     (7,535 )
Total liabilities and equity
    (17,241 )     -       (17,241 )

Changes to consolidated cash flow statement

For the year ended December 31,
($m)
 
2011
 as reported
   
Adoption of
IAS 19 revised
   
2011
after adoption
 
Income before taxes
    1,901       (42 )     1,859  
Reversal of non-cash items
    801       42       843  
                         
Cash flow from operating activities
    1,871       -       1,871  
 
Syngenta – July 24, 2013 / Page 43 of 45
 
 

 
 
Glossary and Trademarks
 
All product or brand names included in this results statement are trademarks of, or licensed to, a Syngenta group company. For simplicity, sales are reported under the lead brand names, shown below, whereas some compounds are sold under several brand names to address separate market niches.
 
Selective Herbicides
 
AXIAL®
cereal herbicide
BICEP II MAGNUM®
broad spectrum pre-emergence herbicide for corn and sorghum
CALLISTO®
herbicide for flexible use on broad-leaved weeds for corn
DUAL GOLD®
season-long grass control herbicide used in a wide range of crops
DUAL MAGNUM®
grass weed killer for corn and soybeans
FUSILADE® MAX
grass weed killer for broad-leaf crops
TOPIK®
post-emergence grass weed killer for wheat
Non-selective Herbicides
 
GRAMOXONE®
rapid, non-systemic burn-down of vegetation
TOUCHDOWN®
systemic total vegetation control
Fungicides
 
ALTO®
Broad spectrum triazole fungicide
AMISTAR®
broad spectrum strobilurin for use on multiple crops
BRAVO®
broad spectrum fungicide for use on multiple crops
REVUS®
for use on potatoes, tomatoes, vines and vegetable crops
RIDOMIL GOLD®
systemic fungicide for use in vines, potatoes and vegetables
SCORE®
triazole fungicide for use in vegetables, fruits and rice
TILT®
broad spectrum triazole for use in cereals, bananas and peanuts
UNIX®
cereal and vine fungicide with unique mode of action
SEGURIS®
new fungicide with a unique mode of action that controls the main European wheat diseases
Insecticides
 
ACTARA®
second-generation neonicotinoid for controlling foliar and soil pests in multiple crops
DURIVO®
broad spectrum, lower dose insecticide, controls resistant pests
FORCE®
unique pyrethroid controlling soil pests in corn
KARATE®
foliar pyrethroid offering broad spectrum insect control
PROCLAIM®
novel, low-dose insecticide for controlling lepidoptera in vegetables and cotton
VERTIMEC®
acaricide for use in fruits, vegetables and cotton
Seed Care
 
AVICTA®
breakthrough nematode control seed treatment
CELEST®/MAXIM®
broad spectrum seed treatment fungicide
CRUISER®
novel broad spectrum seed treatment  - neonicotinoid insecticide
DIVIDEND®
triazole seed treatment fungicide
VIBRANCE®
new proprietary broad spectrum Seed Care fungicide with novel root health properties
Field Crops
 
AGRISURE®
new corn trait choices
ENOGEN®
trait for improving ethanol product in corn
GOLDEN HARVEST®
brand for corn and soybean in North America and Europe
HILLESHÖG®
global brand for sugar beet
NK®
global brand for corn, oilseeds and other field crops
Vegetables
 
DULCINEA®
consumer produce brand for value-added fruits and vegetables in North America
ROGERS® vegetables
leading brand throughout the Americas
S&G® vegetables
leading brand in Europe, Africa and Asia
Others
 
GroMore™
protocols on rice
Tegra®
certified rice seedlings and programs in Asia Pacific
 
Syngenta – July 24, 2013 / Page 44 of 45
 
 

 
 
Addresses for Correspondence
 
Swiss Depositary
Depositary for ADS
Registered Office
     
SIX SAG AG
Syngenta AG
Syngenta AG
Syngenta Share Register
c/o BNY Mellon
P.O. Box
P.O. Box
P.O. Box 358516
CH-4002 Basel
CH-4601 Olten
USA-Pittsburgh
Switzerland
 
PA 15252-8516
 
     
Tel: +41 (0)58 399 6133
Tel: +1-888 253 7068 (within USA)
Tel. +1-201 680 6825 (outside USA)
Tel: +41 (0)61 323 1111
 
Cautionary Statement Regarding Forward-Looking Statements
 
This document contains forward-looking statements, which can be identified by terminology such as ‘expect’, ‘would’, ‘will’, ‘potential’, ‘plans’, ‘prospects’, ‘estimated’, ‘aiming’, ‘on track’ and similar expressions. Such statements may be subject to risks and uncertainties that could cause the actual results to differ materially from these statements. We refer you to Syngenta's publicly available filings with the U.S. Securities and Exchange Commission for information about these and other risks and uncertainties. Syngenta assumes no obligation to update forward-looking statements to reflect actual results, changed assumptions or other factors. This document does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer, to purchase or subscribe for any ordinary shares in Syngenta AG, or Syngenta ADSs, nor shall it form the basis of, or be relied on in connection with, any contract there for.
 
 
Syngenta – July 24, 2013 / Page 45 of 45
 
 

 
 
Item 2
 

Basel, Switzerland, July 24, 2013

Syngenta launches second trading line on SIX Swiss Exchange for the repurchase of registered shares
 
On April 24, 2012 the Annual General Meeting of Syngenta AG authorized the Syngenta Board of Directors to repurchase registered shares under a new share repurchase program up to a maximum value of 10% of the company's share capital, for the purpose of capital reduction.

On the basis of this authorization, Syngenta is establishing a second trading line on the SIX Swiss Exchange, through which a maximum of 9,312,614 registered shares, each with a face value of CHF 0.10, can be repurchased. Syngenta has no plans at present to make full use of the maximum repurchase potential but wishes to secure flexibility for tactical share repurchase transactions.

The share repurchase can take place through the second trading line on the SIX Swiss Exchange between July 25, 2013 and July 22, 2016.
 
Syngenta is one of the world's leading companies with more than 27,000 employees in over 90 countries dedicated to our purpose: Bringing plant potential to life. Through world-class science, global reach and commitment to our customers we help to increase crop productivity, protect the environment and improve health and quality of life.  For more information about us please go to www.syngenta.com.
 
 
Forward-looking statements
 
This document contains forward-looking statements which use terms such as "expect", "will", "could", "potential", "planned", "envisages", "estimated value", "target" etc. Such statements contain risks and imponderables which could result in a significant deviation of the actual results from the statements expressed herein. We refer you to the publicly available filings of Syngenta submitted to the American SEC (Securities and Exchange Commission) in relation to these and other risks and imponderables. Syngenta does not undertake to update the forward-looking statements in light of actual results, changed assumptions or other factors. This document represents neither an offer nor an invitation, or even a part of such an offer or such an invitation, to purchase or underwrite common shares issued by Syngenta Inc. or Syngenta ADS. Nor does it represent a request to take up such a purchase offer or public offering and it in no way forms a basis or reliable statement in connection with a contract to this effect.


 
 
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