Syngenta AG (SYT)

Capital markets and credit facilities

Funds for Syngenta’s working capital needs were available during the year from its US$2,500 million Global Commercial Paper program supported by a US$1,500 million committed, revolving, multi-currency, syndicated credit facility. Syngenta entered into its Global Commercial Paper program on December 15, 2000 and as at December 31, 2005, Syngenta had no Commercial Paper in issue. The US$1,500 million syndicated credit facility (the “Credit Facility”) which was signed in August 2004 with an original maturity of August 8, 2009 was extended for one year in July 2005. A further one year extension option is available under the facility for execution in 2006. During 2005, no amounts were drawn and as of December 31, 2005 Syngenta had no borrowings under the Credit Facility. There are no material restrictions on dividends from subsidiaries under this facility.

During 2005 Syngenta entered into three capital market transactions to lengthen the overall maturity profile of its long term debt. Market conditions enabled Syngenta to significantly extend its maturity profile, reducing refinancing risk whilst taking advantage of favorable long term pricing opportunities. At December 31, 2005 Syngenta’s non-current debt maturity profile is 13 years on average.

On April 22, 2005 Syngenta executed a public tender offer for its outstanding €800 million 5 year Eurobonds maturing in 2006. €581 million of the outstanding bonds were repurchased. The remaining nominal value outstanding of €219 million will be repaid on July 10, 2006. This liability is supported by a hedging portfolio which fixes the liability at US$185 million and converts the fixed euro interest payments to US dollar floating.

On the same date Syngenta issued €500 million 10 year Eurobonds under the EMTN program with a coupon rate of 4.125% . This liability is also supported by a hedging portfolio which fixes the liability at US$641 million and converts 67% of the bond’s fixed euro interest payments to US dollar fixed at 5.36%, with the balance of the bond’s interest payments converted to US dollar floating.

On December 8, 2005 Syngenta issued US$250 million unsecured non-current Notes under a Note Purchase Agreement in the US private placement market. The Notes were issued in three series of different maturities.

Capital markets and credit facilities

Funds for Syngenta’s working capital needs were available during the year from its US$2,500 million Global Commercial Paper program supported by a committed, revolving, multi-currency, syndicated credit facility. Syngenta entered into its Global Commercial Paper program on December 15, 2000 and as at December 31, 2004, Syngenta had a total of US$147 million of Commercial Paper in issue. The former syndicated credit facility of US$2,500 million was replaced in August 2004 with a new US$1,500 million syndicated credit facility (the “Credit Facility”) which matures in 2009, with an extension option for an additional two years. During 2004, no amounts were drawn and as of December 31, 2004 Syngenta had no borrowings under the Credit Facility. There are no material restrictions on dividends from subsidiaries under this facility.

On July 10, 2001, Syngenta issued €800 million 5-year Eurobonds with a coupon rate of 5.5% and €350 million 2-year Floating Rate Notes in replacement of banking facilities. Cross currency swaps were put in place at the time of issue to fully hedge the resulting exchange exposure into U.S. dollars. The Floating Rate Notes and associated swaps matured in July 2003.

On June 28, 2004, Syngenta relisted the US$2 billion EMTN program, first signed in June 2003. There were no Note issues from the program during 2004.

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The company’s policy is to maintain flexibility in its funding by accessing the capital markets and by maintaining a committed bank facility, local bank facilities and Commercial Paper program. The cost of borrowing from these facilities is related to the cost of borrowing on the London and European inter-bank markets, and Syngenta’s credit rating.

Management is of the opinion that the funding available to it from these sources will be sufficient to satisfy its working capital, capital expenditure and debt service requirements for the foreseeable future, including cash expenditure relating to restructuring programs. Current and non-current financial debts contain only general and financial default covenants, with which Syngenta is in compliance. Syngenta reviews its credit facilities as they approach maturity with a view to replacement when market conditions are seen as advantageous. This may involve purchase and cancellation of outstanding bonds before the maturity date.

Commitments for capital expenditure at December 31, 2004 were US$29 million.