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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q


ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2006

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                               to                              

Commission File Number 001-16625

BUNGE LIMITED
(Exact name of registrant as specified in its charter)

Bermuda
(State or other jurisdiction of incorporation or organization)
  98-0231912
(I.R.S. Employer Identification No.)

50 Main Street, White Plains, New York
(Address of principal executive offices)

 

10606
(Zip Code)

(914) 684-2800
Registrant's telephone number, including area code

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ý        Accelerated filer o        Non-accelerated filer o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes o    No ý

        As of August 2, 2006, the number of common shares issued and outstanding of the registrant was:

Common shares, par value $.01: 119,669,529





BUNGE LIMITED

Table of Contents

 
 
  Page
PART I—FINANCIAL INFORMATION
Item 1—Financial Statements    

 

Condensed Consolidated Statements of Income for the Three and Six Months Ended
June 30, 2006 and 2005

 

2

 

Condensed Consolidated Balance Sheets at June 30, 2006 and December 31, 2005

 

3

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2006 and 2005

 

4

 

Notes to the Condensed Consolidated Financial Statements

 

5

Cautionary Statement Regarding Forward-Looking Statements

 

21

Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations

 

21

Item 3—Quantitative and Qualitative Disclosures about Market Risk

 

34

Item 4—Controls and Procedures

 

37

PART II—OTHER INFORMATION

Item 1—Legal Proceedings

 

38

Item 1A—Risk Factors

 

38

Item 2—Unregistered Sales of Equity Securities and Use of Proceeds

 

38

Item 3—Defaults Upon Senior Securities

 

38

Item 4—Submission of Matters to a Vote of Security Holders

 

38

Item 5—Other Information

 

39

Item 6—Exhibits

 

39

Signatures

 

40

Exhibit Index

 

E-1

1



PART I—FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS


BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

(United States Dollars in Millions, except per share data)

 
  Three Months Ended
June 30,

  Six Months Ended
June 30,

 
 
  2006
  2005
  2006
  2005
 
Net sales   $ 5,980   $ 5,872   $ 11,581   $ 11,323  
Cost of goods sold     (5,692 )   (5,445 )   (11,009 )   (10,511 )
   
 
 
 
 

Gross profit

 

 

288

 

 

427

 

 

572

 

 

812

 
Selling, general and administrative expenses     (218 )   (243 )   (445 )   (439 )
Interest income     30     26     58     49  
Interest expense     (67 )   (50 )   (128 )   (107 )
Foreign exchange (losses) gains     (15 )   23     28     7  
Other income (expense)—net     3     (3 )   4     5  
   
 
 
 
 

Income from operations before income tax

 

 

21

 

 

180

 

 

89

 

 

327

 
Income tax benefit (expense)     3     (52 )   (8 )   (96 )
   
 
 
 
 

Income from operations after tax

 

 

24

 

 

128

 

 

81

 

 

231

 
Minority interest     (8 )   (22 )   (19 )   (37 )
Equity in earnings of affiliates     14     7     26     17  
   
 
 
 
 

Net income

 

$

30

 

$

113

 

$

88

 

$

211

 
   
 
 
 
 

Earnings per common share—basic (Note 15):

 

 

 

 

 

 

 

 

 

 

 

 

 
Net income per share   $ 0.25   $ 1.02   $ 0.74   $ 1.90  
   
 
 
 
 

Earnings per common share—diluted (Note 15):

 

 

 

 

 

 

 

 

 

 

 

 

 
Net income per share   $ 0.25   $ 0.94   $ 0.73   $ 1.76  
   
 
 
 
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

2



BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

(United States Dollars in Millions, except share data)

 
  June 30,
2006

  December 31,
2005

 
ASSETS              
Current assets:              
  Cash and cash equivalents   $ 279   $ 354  
  Trade accounts receivable (less allowance of $207 and $180)     1,690     1,702  
  Inventories (Note 3)     3,300     2,769  
  Deferred income taxes     108     102  
  Other current assets (Note 5)     1,790     1,637  
   
 
 
Total current assets     7,167     6,564  
Property, plant and equipment, net     3,103     2,900  
Goodwill (Note 6)     188     176  
Other intangible assets     126     132  
Investments in affiliates     623     585  
Deferred income taxes     564     462  
Other non-current assets     653     627  
   
 
 
Total assets   $ 12,424   $ 11,446  
   
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY              
Current liabilities:              
  Short-term debt   $ 709   $ 411  
  Current portion of long-term debt     87     178  
  Trade accounts payable     1,943     1,803  
  Deferred income taxes     35     38  
  Other current liabilities (Note 7)     1,111     1,187  
   
 
 
Total current liabilities     3,885     3,617  
Long-term debt     2,872     2,557  
Deferred income taxes     145     145  
Other non-current liabilities     618     576  

Commitments and contingencies (Note 12)

 

 

 

 

 

 

 

Minority interest in subsidiaries

 

 

364

 

 

325

 

Shareholders' equity:

 

 

 

 

 

 

 
  Common shares, par value $.01; authorized—240,000,000 shares; issued and outstanding: 2006—119,652,029 shares, 2005—119,184,696 shares     1     1  
  Additional paid-in capital     2,657     2,630  
  Retained earnings     1,960     1,907  
  Accumulated other comprehensive loss     (78 )   (312 )
   
 
 
Total shareholders' equity     4,540     4,226  
   
 
 
Total liabilities and shareholders' equity   $ 12,424   $ 11,446  
   
 
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

3



BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

(United States Dollars in Millions)

 
  Six Months Ended
June 30,

 
 
  2006
  2005
 
OPERATING ACTIVITIES              
Net income   $ 88   $ 211  
Adjustments to reconcile net income to cash used for operating activities:              
  Foreign exchange gain on debt     (114 )   (100 )
  Impairment of assets     20      
  Bad debt expense     21     20  
  Depreciation, depletion and amortization     157     131  
  Decrease in allowance for recoverable taxes     (6 )   (27 )
  Deferred income taxes     (87 )   (35 )
  Minority interest     19     37  
  Equity in earnings of affiliates     (26 )   (17 )
  Changes in operating assets and liabilities, excluding the effects of acquisitions:              
    Trade accounts receivable     72     132  
    Inventories     (412 )   (840 )
    Prepaid commodity purchase contracts     (31 )   (89 )
    Advances to suppliers     101     220  
    Trade accounts payable     47     18  
    Advances on sales     (80 )   (29 )
    Accrued liabilities     (36 )   (64 )
    Other—net     (133 )   83  
   
 
 
      Net cash used for operating activities     (400 )   (349 )
   
 
 

INVESTING ACTIVITIES

 

 

 

 

 

 

 
Payments made for capital expenditures     (181 )   (212 )
Investments in affiliates     (52 )   (1 )
Business acquisitions (net of cash acquired) and payments for intangible assets     (6 )   (24 )
Return of capital from affiliate     13     8  
Related party loan repayments     6     14  
Proceeds from sale of investments     11      
Proceeds from disposal of property, plant and equipment     4     5  
   
 
 
      Net cash used for investing activities     (205 )   (210 )
   
 
 

FINANCING ACTIVITIES

 

 

 

 

 

 

 
Net change in short-term debt     278     15  
Proceeds from long-term debt     452     794  
Repayment of long-term debt     (172 )   (215 )
Proceeds from sale of common shares     9     9  
Dividends paid to shareholders     (36 )   (30 )
Dividends paid to minority interest     (16 )   (37 )
   
 
 
      Net cash provided by financing activities     515     536  
Effect of exchange rate changes on cash and cash equivalents     15     5  
   
 
 
Net decrease in cash and cash equivalents     (75 )   (18 )
Cash and cash equivalents, beginning of period     354     432  
   
 
 
Cash and cash equivalents, end of period   $ 279   $ 414  
   
 
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

4


BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.    BASIS OF PRESENTATION

2.    NEW ACCOUNTING STANDARDS

5


BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

2.    NEW ACCOUNTING STANDARDS (continued)

3.    INVENTORIES

(US$ in millions)

  June 30,
2006

  December 31,
2005

Agribusiness—Readily marketable inventories at market value(1)   $ 2,130   $ 1,534
Fertilizer     579     421
Edible oils     246     233
Milling     68     73
Other(2)     277     508
   
 
Total   $ 3,300   $ 2,769
   
 

4.    INVESTMENTS IN AFFILIATES

6


BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

5.    OTHER CURRENT ASSETS

(US$ in millions)

  June 30,
2006

  December 31,
2005

Prepaid commodity purchase contracts   $ 128   $ 93
Secured advances to suppliers     586     635
Unrealized gain on derivative contracts     330     196
Recoverable taxes     228     216
Marketable securities     8     9
Other     510     488
   
 
Total   $ 1,790   $ 1,637
   
 

6.    GOODWILL

(US$ in millions)

  Agribusiness
  Edible Oil
Products

  Milling
Products

  Total
 
Balance, December 31, 2005   $ 155   $ 13   $ 8   $ 176  
Acquired goodwill(1)     6             6  
Foreign exchange translation     12     1         13  
Tax benefit on goodwill amortization(2)     (7 )           (7 )
   
 
 
 
 
Balance, June 30, 2006   $ 166   $ 14   $ 8   $ 188  
   
 
 
 
 

7.    OTHER CURRENT LIABILITIES

(US$ in millions)

  June 30,
2006

  December 31,
2005

Accrued liabilities   $ 582   $ 669
Unrealized loss on derivative contracts     287     264
Advances on sales     121     202
Other     121     52
   
 
Total   $ 1,111   $ 1,187
   
 

7


BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

8.    IMPAIRMENT AND RESTRUCTURING CHARGES

9.    LONG-TERM DEBT AND FINANCIAL INSTRUMENTS

8


BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

9.    LONG-TERM DEBT AND FINANCIAL INSTRUMENTS (continued)

 
  Maturity
   
 
(US$ in millions)

  Fair Value Loss
June 30,
2006

 
  2008
  2013
  2014
  2015
  Total
 
Receive fixed/pay variable notional amount   $ 500   $ 200   $ 500   $ 400   $ 1,600   $ (85 )
Weighted average variable rate payable(1)     5.994 %   5.538 %   6.360 %   5.918 %            
Weighted average fixed rate receivable     4.375 %   5.875 %   5.35 %   5.10 %            

10.    RELATED PARTY TRANSACTIONS

9


BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

11.    EMPLOYEE BENEFIT PLANS

 
  Pension Benefits
Three Months Ended
June 30,

  Pension Benefits
Six Months Ended
June 30,

 
(US$ in millions)

 
  2006
  2005
  2006
  2005
 
 
  (Unaudited)

 
Service cost   $ 3   $ 2   $ 6   $ 4  
Interest cost     5     4     10     8  
Expected return on plan assets     (5 )   (4 )   (10 )   (8 )
Recognized prior service cost     1     1     1     1  
Recognized net loss             1     1  
   
 
 
 
 
Net periodic benefit cost   $ 4   $ 3   $ 8   $ 6  
   
 
 
 
 
 
  Postretirement Benefits
Three Months Ended
June 30,

  Postretirement Benefits
Six Months Ended
June 30,

(US$ in millions)

  2006
  2005
  2006
  2005
 
  (Unaudited)

Service cost   $   $   $   $
Interest cost     1     1     1     1
Expected return on plan assets                
Recognized net loss                
   
 
 
 
Net periodic benefit cost   $ 1   $ 1   $ 1   $ 1
   
 
 
 

12.    COMMITMENTS AND CONTINGENCIES

(US$ in millions)

  June 30,
2006

  December 31,
2005

Tax claims   $ 159   $ 173
Labor claims     81     95
Civil and other claims     74     70
   
 
Total   $ 314   $ 338
   
 

10


BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

12.    COMMITMENTS AND CONTINGENCIES (continued)

(US$ in millions)

  Maximum Potential
Future Payments

Operating lease residual values(1)   $ 59
Unconsolidated affiliates financing(2)     24
Customer financing(3)     191
   
Total   $ 274
   

11


BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

12.    COMMITMENTS AND CONTINGENCIES (continued)

13.    COMPREHENSIVE INCOME (LOSS)

 
  Three Months Ended
June 30,

  Six Months Ended
June 30,

 
(US$ in millions)

 
  2006
  2005
  2006
  2005
 
Net income   $ 30   $ 113   $ 88   $ 211  
Other comprehensive income (loss):                          
  Foreign exchange translation adjustment, net of tax (expense) benefit $0 and $0 (2006), $0 and $0 (2005)     21     199     232     154  
  Unrealized gains (losses) on commodity futures and foreign exchange contracts designated as cash flow hedges, net of tax benefit of $5 and $5 (2006), $6 and $4 (2005)     (8 )   (10 )   (8 )   (6 )
  Unrealized gain (loss) on securities, net of tax expense of $1 (2006)             3      
  Reclassification of realized losses to net income, net of tax benefit of $5 and $5 (2006), $1and $0 (2005)     8     2     8      
   
 
 
 
 
Total comprehensive income   $ 51   $ 304   $ 323   $ 359  
   
 
 
 
 

12



BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

14.    SHARE-BASED COMPENSATION

13



BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

14.   SHARE-BASED COMPENSATION (continued)

(US$ in millions, except per share data)

  Three Months Ended
June 30,
2005

  Six Months Ended
June 30,
2005

 
Net income, as reported   $ 113   $ 211  
  Deduct: total stock-based compensation expense, net of related tax effects     (2 )   (4 )
   
 
 
  Pro forma net income   $ 111   $ 207  
   
 
 
Earnings per common share:              
  Basic - as reported   $ 1.02   $ 1.90  
   
 
 
  Basic - pro forma   $ 1.00   $ 1.87  
   
 
 
  Diluted - as reported(1)   $ 0.94   $ 1.76  
   
 
 
  Diluted - pro forma(1)   $ 0.93   $ 1.73  
   
 
 

14



BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

14.    SHARE-BASED COMPENSATION (continued)

Assumptions:

  June 30,
2006

  December 31,
2005

 
Expected option term (in years)   5.25-6.00   6.00  
Expected dividend yield   1.04%-1.05%   1.15 %
Expected volatility   27%-28%   32 %
Risk-free interest rate   4.61%-4.89%   4.04 %

15



BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

14.    SHARE-BASED COMPENSATION (continued)

Options

  Shares
  Weighted-Average
Exercise Price

  Weighted-
Average
Remaining
Contractual
Term

  Aggregate Intrinsic
Value

 
   
   
   
  (US$in millions)

Outstanding at January 1, 2006   3,651,490   $ 29.72          
Granted   857,150   $ 57.04          
Exercised   (381,770 ) $ 24.52          
Forfeited or expired   (11,568 ) $ 49.65          
   
               
Outstanding at June 30, 2006   4,115,302   $ 35.83   7.27   $ 59
   
           
Exercisable at June 30, 2006   2,684,228   $ 26.76   6.28   $ 63
   
           
Restricted Stock Units

  Shares
  Weighted-Average Grant-Date
Fair Value

Restricted stock units at January 1, 2006(1)   1,097,944   $ 41.84
Granted   433,617   $ 56.20
Vested/issued(2)   (85,563 ) $ 51.00
Forfeited/expired(2)   (131,529 ) $ 51.83
   
     
Restricted stock units at June 30, 2006(1)   1,314,469   $ 49.76
   
     

16



BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

14.    SHARE-BASED COMPENSATION (continued)

15.    EARNINGS PER SHARE

17



BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

15.    EARNINGS PER SHARE (continued)

        The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2006 and 2005.

 
  Three Months Ended
June 30,

  Six Months Ended
June 30,

(US$ in millions, except for share data)

  2006
  2005
  2006
  2005
Net income—basic   $ 30   $ 113   $ 88   $ 211
Interest on Convertible notes, net of tax         1         2
   
 
 
 
Net income—diluted   $ 30   $ 114   $ 88   $ 213
   
 
 
 
Weighted average number of common shares outstanding:                        
  Basic     119,532,368     110,986,481     119,382,717     110,870,107
  Effect of dilutive shares:                        
  —Stock options and awards     1,199,349     2,130,485     1,319,496     2,110,493
  —Convertible notes         7,776,172         7,776,811
   
 
 
 
  Diluted     120,731,717     120,893,138     120,702,213     120,757,411
   
 
 
 
Net income per share:                        
  Basic   $ 0.25   $ 1.02   $ 0.74   $ 1.90
   
 
 
 
  Diluted   $ 0.25   $ 0.94   $ 0.73   $ 1.76
   
 
 
 

16.    SEGMENT INFORMATION

18


BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

16.    SEGMENT INFORMATION (continued)

(US$ in millions)

  Agribusiness
  Fertilizer
  Edible Oil
Products

  Milling
Products

  Unallocated
  Total
 
Three months ended June 30, 2006                                      
Net sales to external customers   $ 4,498   $ 381   $ 862   $ 239   $   $ 5,980  
Intersegment revenues     539         23     4     (566 )    
Gross profit     133     37     84     34         288  
Foreign exchange gain (loss)     (19 )   8     2         (6 )   (15 )
Interest income     6     15     1     2     6     30  
Interest expense     (48 )   (9 )   (9 )   (1 )       (67 )
Segment operating profit (loss)     (46 )   16     29     19         18  
Depreciation, depletion and amortization   $ (30 ) $ (33 ) $ (13 ) $ (3 ) $   $ (79 )
Three months ended June 30, 2005                                      
Net sales to external customers   $ 4,464   $ 431   $ 763   $ 214   $   $ 5,872  
Intersegment revenues     486         31     4     (521 )    
Gross profit     229     97     64     37         427  
Foreign exchange gain (loss)     22     1     1     (1 )       23  
Interest income     8     10     1     1     6     26  
Interest expense     (30 )   (9 )   (10 )   (1 )       (50 )
Segment operating profit     109     37     8     23         177  
Depreciation, depletion and amortization   $ (26 ) $ (26 ) $ (13 ) $ (3 ) $   $ (68 )
Six months ended June 30, 2006                                      
Net sales to external customers   $ 8,660   $ 801   $ 1,648   $ 472   $   $ 11,581  
Intersegment revenues     1,015         40     9     (1,064 )    
Gross profit     259     87     160     66         572  
Foreign exchange gain (loss)     (18 )   41     3         2     28  
Interest income     13     31     1     2     11     58  
Interest expense     (86 )   (23 )   (16 )   (3 )       (128 )
Segment operating profit (loss)     (54 )   47     45     34         72  
Depreciation, depletion and amortization   $ (60 ) $ (64 ) $ (26 ) $ (7 ) $   $ (157 )
Six months ended June 30, 2005                                      
Net sales to external customers   $ 8,520   $ 834   $ 1,561   $ 408   $   $ 11,323  
Intersegment revenues     959         42     10     (1,011 )    
Gross profit     448     167     135     62         812  
Foreign exchange gain (loss)     26     (16 )       (1 )   (2 )   7  
Interest income     12     23     2     1     11     49  
Interest expense     (59 )   (23 )   (19 )   (3 )   (3 )   (107 )
Segment operating profit     212     46     23     35         316  
Depreciation, depletion and amortization   $ (51 ) $ (49 ) $ (25 ) $ (6 ) $   $ (131 )

19


BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

16.    SEGMENT INFORMATION (continued)

 
  Three Months Ended
June 30,

  Six Months Ended
June 30,

 
(US$ in millions)

 
  2006
  2005
  2006
  2005
 
Income from operations before income tax   $ 21   $ 180   $ 89   $ 327  
Unallocated income—net(1)     (3 )   (3 )   (17 )   (11 )
   
 
 
 
 
Total segment operating profit   $ 18   $ 177   $ 72   $ 316  
   
 
 
 
 

20



Cautionary Statement Regarding Forward-Looking Statements

        This report contains both historical and forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). These forward-looking statements are not based on historical facts, but rather reflect our current expectations and projections about our future results, performance, prospects and opportunities. We have tried to identify these forward-looking statements by using words including "may," "will," "expect," "anticipate," "believe," "intend," "estimate," "continue" and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or implied by, these forward-looking statements. The following important factors, among others, could affect our business and financial performance: governmental policies and laws affecting our business, including agricultural and trade policies, as well as biofuels legislation; our funding needs and financing sources; changes in foreign exchange policy or rates; the outcome of pending regulatory and legal proceedings; our ability to complete, integrate and benefit from acquisitions, divestitures, joint ventures and strategic alliances; availability and demand for the commodities and other products that we sell and use in our business; industry conditions, including the cyclicality of the oilseed processing industry, unpredictability of the weather and the impact of crop and animal disease on our business; agricultural, economic, political, social, and health conditions in the primary markets where we operate; and other economic, business, competitive and/or regulatory factors affecting our business generally.

        The forward-looking statements included in this report are made only as of the date of this report, and except as otherwise required by federal securities law, we do not have any obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

        You should refer to "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on March 15, 2006, and "Item 1A. Risk Factors" in this Quarterly Report on Form 10-Q for a more detailed discussion of these factors.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Second Quarter 2006 Overview

        During the second quarter, the South American grain and oilseed harvest is completed and planting for the upcoming August to October harvest begins in North America and Europe. The second quarter typically represents a higher level of grain origination activity in our South American operations and reduced oilseed processing activities in North America and Europe as the supply of grains and oilseeds harvested the previous year are reduced. In addition, sales in our fertilizer business are typically lower during the first half of the year, as South American farmers generally purchase the majority of their fertilizer needs in the second half of the year.

        Our agribusiness segment incurred an operating loss for the second quarter of 2006 compared to an operating profit in the second quarter of 2005. Our agribusiness results for the second quarter of 2006 were lower than results for the same period in 2005 primarily as a result of losses in ocean freight in the second quarter of 2006 and reduced volumes in South America and southern Europe. Spot market prices for ocean freight have declined since the second quarter of 2005 principally due to increases in vessel availability caused by new capacity, making it more difficult to fully recover our freight costs for shipments to customers under previously contracted, long-term freight agreements. In addition, price volatility in the ocean freight market during the second quarter further reduced our agribusiness margins as it was more difficult to purchase ocean freight at prices below amounts charged to customers. We continue to expect our agribusiness margins to be pressured by freight costs in the second half of 2006. However, we expect the adverse effect of these freight costs on our margins to be considerably less than in the first half of 2006 as most of our more expensive long-term freight contracts expired in the first half of 2006.

        Volumes in Brazilian oilseed processing declined primarily due to lower margins in this region. During the second quarter of 2006, Brazilian soy farmers engaged in a three-week protest demanding increased government aid to the farm sector. These protests involved the blocking of grain transportation routes, which

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considerably slowed the physical movement of grains and oilseeds and resulted in supply chain disruptions, plant stoppages and slower sales of agribusiness, fertilizer and edible oil products. In June 2006, the Brazilian government responded to the protests with an agricultural aid program to soybean farmers which included new loans, refinancing of existing loans and subsidies.

        We expect that a strong Brazilian real, higher local transportation costs and large global stocks of soybeans will continue to pressure the Brazilian agricultural sector in 2006. However, our continuing efforts to reduce costs and improve capacity utilization and the reduction in our workforce by over 1,400 employees in Brazil since the fourth quarter of 2005 should benefit results, and the Brazilian government's new agricultural aid program to soybean farmers should stimulate farmer selling in the second half of 2006. We will continue to monitor market conditions in South America. Additional reductions in capacity and restructurings may result if conditions improve more slowly or not to the extent expected.

        Volumes and margins in Argentina declined due to a reduced grain harvest and excess capacity in the Argentine oilseed processing industry. Volumes and margins in southern Europe were affected by the lingering effects of local outbreaks of avian influenza that occurred earlier in the year which adversely affected demand for agricultural commodity products. North America experienced good margins, but they were below last year's high levels.

        Our fertilizer results for the second quarter of 2006 declined from the second quarter of 2005 due to lower sales volumes and margins, as soy farmers held back purchases in anticipation of the Brazilian government's agricultural aid program. Improved foreign exchange results due to our hedging of the effects of a stronger Brazilian real on margins and expenses benefited results. Our fertilizer segment inventories were $579 million at June 30, 2006 and $803 million at June 30, 2005. The reduction in fertilizer inventories was primarily the result of measures we have taken to improve the management of our fertilizer inventories in response to the anticipated lower sales volumes in 2006 compared to 2005.

        Our edible oil products segment results for the second quarter of 2006 increased due to higher volumes and improved margins in Europe. European margins benefited from lower seed costs, the consolidation of an acquisition in Poland and better distribution and brand positioning. European results more than offset weaker quarterly results in North and South America. In South America, higher operating expenses largely due to the appreciating Brazilian real, increases in advertising expenses and a reduction in crude oil supplies due to the farmer protests negatively impacted results. In North America, increases in certain plant operating expenses also adversely affected results.

        Milling product segment results were strong, but declined from last year due to lower margins caused by higher raw material costs.

Segment Results

        In the first quarter of 2006, we reclassified certain edible oil product lines from the agribusiness segment to the edible oil products segment. Also, in our condensed consolidated statements of income, we reclassified certain earnings on investments in affiliates from other income (expense)—net to equity earnings in affiliates. As a result, amounts in our segment results and condensed consolidated statements of income for the three and six months ended June 30, 2005 have been reclassified to conform to the current period presentation.

        A summary of certain items in our condensed consolidated statements of income and volumes by reportable segment for the periods indicated is set forth below.

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  Three Months Ended
June 30,

   
  Six Months Ended
June 30,

   
 
(US$ in millions, except volumes and percentages)

   
   
 
  2006
  2005
  Change
  2006
  2005
  Change
 
Volumes (in thousands of metric tons):                                  
  Agribusiness     26,557     27,664   (4 )%   47,809     50,455   (5 )%
  Fertilizer     1,870     1,927   (3 )%   3,588     3,656   (2 )%
  Edible oil products     1,071     1,028   4 %   2,075     2,026   2 %
  Milling products     1,017     944   8 %   1,967     1,929   2 %
   
 
     
 
     
    Total     30,515     31,563   (3 )%   55,439     58,066   (5 )%
   
 
     
 
     
Net sales:                                  
  Agribusiness   $ 4,498   $ 4,464   1 % $ 8,660   $ 8,520   2 %
  Fertilizer     381     431   (12 )%   801     834   (4 )%
  Edible oil products     862     763   13 %   1,648     1,561   6 %
  Milling products     239     214   12 %   472     408   16 %
   
 
     
 
     
    Total   $ 5,980   $ 5,872   2 % $ 11,581   $ 11,323   2 %
   
 
     
 
     
Cost of goods sold:                                  
  Agribusiness   $ (4,365 ) $ (4,235 ) 3 % $ (8,401 ) $ (8,072 ) 4 %
  Fertilizer     (344 )   (334 ) 3 %   (714 )   (667 ) 7 %
  Edible oil products     (778 )   (699 ) 11 %   (1,488 )   (1,426 ) 4 %
  Milling products     (205 )   (177 ) 16 %   (406 )   (346 ) 17 %
   
 
     
 
     
    Total   $ (5,692 ) $ (5,445 ) 5 % $ (11,009 ) $ (10,511 ) 5 %
   
 
     
 
     
Gross profit:                                  
  Agribusiness   $ 133   $ 229   (42 )% $ 259   $ 448   (42 )%
  Fertilizer     37     97   (62 )%   87     167   (48 )%
  Edible oil products     84     64   31 %   160     135   19 %
  Milling products     34     37   (8 )%   66     62   6 %
   
 
     
 
     
    Total   $ 288   $ 427   (33 )% $ 572   $ 812   (30 )%
   
 
     
 
     
Selling, general and administrative expenses:                                  
  Agribusiness   $ (118 ) $ (120 ) (2 )% $ (222 ) $ (215 ) 3 %
  Fertilizer     (35 )   (62 ) (44 )%   (89 )   (105 ) (15 )%
  Edible oil products     (49 )   (48 ) 2 %   (103 )   (95 ) 8 %
  Milling products     (16 )   (13 ) 23 %   (31 )   (24 ) 29 %
   
 
     
 
     
    Total   $ (218 ) $ (243 ) (10 )% $ (445 ) $ (439 ) 1 %
   
 
     
 
     
Foreign exchange gain (loss):                                  
  Agribusiness   $ (19 ) $ 22       $ (18 ) $ 26      
  Fertilizer     8     1         41     (16 )    
  Edible oil products     2     1         3          
  Milling products         (1 )           (1 )    
   
 
     
 
     
    Total   $ (9 ) $ 23       $ 26   $ 9      
   
 
     
 
     
Interest income:                                  
  Agribusiness   $ 6   $ 8   (25 )% $ 13   $ 12   8 %
  Fertilizer     15     10   50 %   31     23   35 %
  Edible oil products     1     1   %   1     2   (50 )%
  Milling products     2     1   100 %   2     1   100 %
   
 
     
 
     
    Total   $ 24   $ 20   20 % $ 47   $ 38   24 %
   
 
     
 
     
Interest expense:                                  
  Agribusiness   $ (48 ) $ (30 ) 60 % $ (86 ) $ (59 ) 46 %
  Fertilizer     (9 )   (9 ) %   (23 )   (23 ) %
  Edible oil products     (9 )   (10 ) (10 )%   (16 )   (19 ) (16 )%
  Milling products     (1 )   (1 ) %   (3 )   (3 ) %
   
 
     
 
     
    Total   $ (67 ) $ (50 ) 34 % $ (128 ) $ (104 ) 23 %
   
 
     
 
     

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  Three Months Ended
June 30,

   
  Six Months Ended
June 30,

   
 
(US$ in millions, except volumes and percentages)

   
   
 
  2006
  2005
  Change
  2006
  2005
  Change
 
Segment operating profit (loss):                                  
  Agribusiness   $ (46 ) $ 109   (142 )% $ (54 ) $ 212   (125 )%
  Fertilizer     16     37   (57 )%   47     46   2 %
  Edible oil products     29     8   263 %   45     23   96 %
  Milling products     19     23   (17 )%   34     35   (3 )%
   
 
     
 
     
    Total(1)   $ 18   $ 177   (90 )% $ 72   $ 316   (77 )%
   
 
     
 
     
Depreciation, depletion and amortization:                                  
  Agribusiness   $ 30   $ 26   15 % $ 60   $ 51   18 %
  Fertilizer     33     26   27 %   64     49   31 %
  Edible oil products     13     13   %   26     25   4 %
  Milling products     3     3   %   7     6   17 %
   
 
     
 
     
    Total   $ 79   $ 68   16 % $ 157   $ 131   20 %
   
 
     
 
     
Net income   $ 30   $ 113   (73 )% $ 88   $ 211   (58 )%
   
 
     
 
     

(1)
Total segment operating profit is our consolidated income from operations before income tax that includes an allocated portion of the foreign exchange gains and losses relating to debt financing operating working capital, including readily marketable inventories. Also included in total segment operating profit is an allocation of interest income and interest expense attributable to the financing of operating working capital.
 
  Three Months Ended
June 30,

  Six Months Ended
June 30,

 
(US$ in millions)

 
  2006
  2005
  2006
  2005
 
Income from operations before income tax   $ 21   $ 180   $ 89   $ 327  
Unallocated expenses—net(1)     (3 )   (3 )   (17 )   (11 )
   
 
 
 
 
Total segment operating profit   $ 18   $ 177   $ 72   $ 316  
   
 
 
 
 

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Three Months Ended June 30, 2006 Compared to Three Months Ended June 30, 2005

        Agribusiness Segment.    Agribusiness segment net sales increased 1% due to higher average selling prices for agricultural commodity products. The increase in average selling prices was partially offset by a 4% decrease in volumes. Volumes decreased primarily in South America and in southern Europe for the reasons described above under "—Second Quarter 2006 Overview".

        Cost of goods sold increased 3% primarily due to higher raw material and freight costs and higher operational expenses due to the impact of the stronger Brazilian real on local currency costs when translated into U.S. dollars. The average Brazilian real-U.S. dollar exchange rate was 12% higher in the second quarter of 2006 compared to the second quarter of 2005. Included in cost of goods sold in the second quarter of 2005 was a reversal of a $14 million provision for a transactional tax due to the receipt of a favorable tax ruling. Gross profit decreased 42% primarily due to lower volumes in Brazil and higher operational expenses due to the impact of the stronger Brazilian real on local currency costs when translated into U.S. dollars. In addition, in 2006, we incurred freight management losses of $44 million. In 2005, we recognized freight management gains.

        Selling, general and administrative expenses (SG&A) decreased 2% primarily due to decreases in compensation expenses as a result of the reduction in our workforce in Brazil due to layoffs we made during the end of last year and the first quarter of 2006, partially offset by increases in bad debt expense and the impact of the stronger Brazilian real on local currency costs when translated into U.S. dollars.

        Foreign exchange losses in the second quarter of 2006 resulted primarily from volatility in the value of the Brazilian real during the second quarter of 2006 relative to the U.S. dollar, which resulted in exchange losses of $19 million on the net U.S. dollar-denominated monetary liability position of our Brazilian agribusiness segment subsidiaries. In the second quarter of 2005, the 13% appreciation of the Brazilian real at June 30, 2005 compared to March 31, 2005, resulted in foreign exchange gains of $22 million. Foreign exchange gains and losses are substantially offset by inventory mark-to-market adjustments, which are included in cost of goods sold. Interest expense increased 60% primarily due to increases in short-term interest rates.

        Segment operating profit decreased 142% primarily due to lower gross profit, foreign exchange losses and higher interest expense.

        Fertilizer Segment.    Fertilizer segment net sales decreased 12% primarily due to a 3% decrease in volumes as soybean farmers held back purchases of retail products in anticipation of the Brazilian government's agricultural aid program. The decline in retail sales volumes was partially offset by increases in sales of raw material products. In addition, lower average selling prices due to a shift in volumes to lower margin products also contributed to a decline in net sales.

        Cost of goods sold increased 3% primarily due to higher operating and depreciation expenses attributable to the expansion of our phosphate mining capacity that began production in the first quarter of 2006, additional costs associated with employee layoffs and higher costs primarily due to the impact of the stronger Brazilian real on local currency costs when translated into U.S. dollars compared to the second quarter of 2005. Partially offsetting the increase in expenses were decreases resulting from our restructuring programs initiated in the fourth quarter of 2005. Cost of goods sold in the second quarter of 2005 was reduced as a result of $35 million of value-added tax credits relating to taxes we paid in prior periods.

        Gross profit decreased 62% primarily due to lower sales volumes, higher operating and depreciation expenses and higher costs due to the impact of a stronger Brazilian real.

        SG&A decreased 44% primarily due to the reversal of a $12 million pre-tax provision for a Brazilian social contribution tax as a result of the receipt of a favorable court ruling, lower variable compensation expense, a reduction in bad debt expense and lower expenses resulting from layoffs made earlier in the year. Partially offsetting the decrease were higher costs due to the impact of the stronger Brazilian real.

        Foreign exchange results included exchange gains from our program to hedge the negative impact on results of a stronger Brazilian real on cost of goods sold and SG&A.

        Segment operating profit decreased 57% primarily due to the decrease in gross profit partially offset by lower SG&A and improved foreign exchange results.

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        Edible Oil Products Segment.    Edible oil products segment net sales increased 13% due to higher average selling prices and increases in volumes in all regions, especially in Europe. Rising prices for rapeseed oil due to demand from the biodiesel industry contributed to the increase in average selling prices. European volumes were higher due to increased sales of refined oil to the biodiesel industry, as well as gains in market share.

        Cost of goods sold increased 11% due to the 4% increase in volumes and higher raw material costs caused by the increased demand from the biodiesel industry. Gross profit increased 31% primarily due to improved profitability in Europe.

        SG&A increased 2% primarily due to the effects of a stronger Brazilian real on local currency costs when translated into U.S. dollars.

        Segment operating profit increased 263% primarily due to improved profitability in Europe and the consolidation of an acquisition in Poland which contributed $5 million to segment operating profit in the second quarter of 2006. Before the second quarter of 2006, this Polish company was accounted for under the equity method of accounting and its results were included in income from investments in affiliates. In addition, lower seed costs and better distribution and brand positioning contributed to the improvement in results.

        Milling Products Segment.    Milling products segment net sales increased 12% primarily due to higher wheat milling product volumes and higher average selling prices for corn milling products. The increases in wheat milling product volumes to bakery and industrial customers more than offset lower corn milling product volumes to the U.S. government food aid program. Higher average selling prices in corn milling products was primarily due to a shift of products sold towards higher margin products.

        Cost of goods sold increased 16% primarily due to the 8% increase in volumes, higher raw material costs, increases in industrial costs resulting from the effects of a stronger Brazilian real on local currency costs when translated into U.S. dollars and higher repair and maintenance expenses in the United States. Gross profit decreased 8% primarily due to higher raw material costs largely due to higher South American wheat prices that resulted from a smaller harvest in 2006 versus 2005 in Argentina and higher corn prices in North America due to increases in demand for corn by ethanol producers. SG&A increased 23% primarily due to the effects of a stronger Brazilian real.

        Segment operating profit decreased 17% as a result of the lower gross profit and increases in SG&A.

        Consolidated Financial Costs. A summary of consolidated financial costs for the periods indicated follows:

 
  Three Months Ended
June 30,

   
 
(US$ in millions, except percentages)

   
 
  2006
  2005
  Change
 
Interest income   $ 30   $ 26   15 %
Interest expense     (67 )   (50 ) 34 %
Foreign exchange (losses) gains     (15 )   23      

        Interest income increased 15% primarily due to higher levels of interest-bearing accounts. Interest expense increased 34% primarily due to higher short-term interest rates.

        Despite a 0.4% appreciation in the value of the Brazilian real versus the U.S. dollar at June 30, 2006 compared to March 31, 2006, volatility in the value of the Brazilian real during the quarter relative to the U.S. dollar resulted in foreign exchange losses of $15 million on the net U.S. dollar-denominated monetary liability position of our Brazilian subsidiaries. Foreign exchange results also included hedging gains relating to foreign exchange derivative contracts to hedge the effects of foreign exchange rate movements on our Brazilian real-based fertilizer segment industrial and SG&A expenses in Brazil. In the second quarter of 2005, the Brazilian real at June 30, 2005 appreciated 13% in value against the U.S. dollar compared to March 31, 2005, resulting in exchange gains of $23 million. Foreign exchange results for 2006 and 2005 are net of related hedging costs.

        Other Income (Expense)—net.    Other income (expense)—net increased $6 million to $3 million in the second quarter of 2006 from a net expense of $3 million in the second quarter of 2005. The second quarter of 2005 included a $3 million loss on an interest rate derivative contract.

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        Income Tax Benefit (Expense).    We recognized an income tax benefit of $3 million for the second quarter of 2006 versus an income tax expense of $52 million in the second quarter of 2005. The decline in the income taxes was primarily due to a reduction in income from operations before income tax for the second quarter of 2006 of $159 million compared to the same period in 2005. Most of the decline in income from operations before income tax occurred in subsidiaries that are in tax jurisdictions with higher income tax rates. In addition, higher earnings in lower tax jurisdictions and the 2005 legal restructuring of our Brazilian subsidiaries also contributed to the tax benefit in the second quarter of 2006.

        Minority Interest.    Minority interest expense decreased $14 million to $8 million in the second quarter of 2006 from $22 million in the second quarter of 2005 primarily due to lower earnings from our non-wholly owned subsidiaries.

        Equity Earnings in Affiliates.    Equity earnings of affiliates increased $7 million to $14 million in the second quarter of 2006 from $7 million in the second quarter of 2005 primarily due to higher earnings from our French vegetable oil processing and European biodiesel joint ventures. During the fourth quarter of 2005, we contributed our European biodiesel operations to a joint venture.

        Net Income.    Net income decreased $83 million to $30 million in the second quarter of 2006 from $113 million in the first quarter of 2005. Net income for the second quarter of 2006 includes a reversal of a Brazilian social contribution tax provision of $6 million, net of tax and after minority interest, relating to a favorable court ruling and $2 million expense, net of tax, relating to the incremental share-based compensation cost as result of the adoption of SFAS No. 123R, Shared-Based Payment (SFAS 123R). Net income for the second quarter of 2005 included $20 million of value added tax credits, net of tax, relating to a change in tax laws and a reversal of a provision relating to a transactional tax in the amount of $10 million, net of tax, due to a favorable tax ruling.

Six Months Ended June 30, 2006 Compared to Six Months Ended June 30, 2005

        Agribusiness Segment.    Agribusiness segment net sales increased 2% due to higher average selling prices for agricultural commodity products. The increase in average selling prices was partially offset by a 5% decrease in volumes. Volumes decreased primarily in South America and in southern Europe. Volumes declined in South America due to lower volumes in Brazilian oilseed processing primarily due to lower margins caused by relatively low local agricultural prices and in Argentina due to lower origination margins in part related to the reduced corn and wheat crops caused by a drought and excess oilseed processing capacity. Southern European volumes declined primarily due to weak demand caused by local outbreaks of avian influenza.

        Cost of goods sold increased 4% primarily due to higher raw material, freight costs, increased energy costs primarily in North America and higher operational expenses due to the impact of the stronger Brazilian real on local currency costs when translated into U.S. dollars. The average Brazilian real-U.S. dollar exchange rate appreciated 15% in the six months ended June 30, 2006 compared to the six months ended June 30, 2005. In addition, the six months ended June 30, 2006 included impairment and restructuring charges of $20 million and the six months ended June 30, 2005 included a $27 million decrease in allowances for recoverable taxes and a $14 million provision reversal for a transactional tax due to a favorable tax ruling.

        Gross profit decreased 42% primarily due to lower volumes in Brazil and higher operational expenses due to the impact of the stronger Brazilian real on local currency costs when translated into U.S. dollars. North American results for the six months ended June 30, 2006 were good, but they were below the results from the same period last year. In addition, in 2006 we incurred freight management losses of $65 million. In 2005, we recognized freight management gains.

        SG&A increased 3% primarily due to increases in bad debt expenses and from the impact of a stronger Brazilian real on local currency costs when translated into U.S. dollars partially offset by decreases in variable compensation expenses.

        Foreign exchange losses in the six months ended June 30, 2006 resulted primarily from volatility in the value of the Brazilian real during the period relative to the U.S. dollar which resulted in exchange losses of $18 million on the net U.S. dollar-denominated monetary liability position of our Brazilian agribusiness segment subsidiaries. In the six months ended June 30, 2005, the Brazilian real at June 30, 2005 appreciated 13% in value against the U.S. dollar compared to December 31, 2005, resulting in exchange gains of $26 million. Foreign

27


exchange gains and losses are substantially offset by inventory mark-to-market adjustments, which are included in cost of goods sold. Interest expense increased 46% primarily due to increases in short-term interest rates.

        Segment operating profit decreased 125% primarily due to lower gross profit, foreign exchange losses and higher interest expense.

        Fertilizer Segment.    Fertilizer segment net sales decreased 4% primarily due to a 2% decrease in volumes as soybean farmers held back purchases of retail products. The decline in retail sales volumes was partially offset by increases in sales of raw material products. In addition, lower average selling prices due to a shift in volumes to lower margin products also contributed to a decline in net sales. However, selling prices of retail products benefited from higher international prices primarily for nitrogen-based fertilizer raw materials.

        Cost of goods sold increased 7% primarily due to higher operating and depreciation expenses attributable to the expansion of our phosphate mining capacity that began production in the first quarter of 2006, additional costs associated with employee layoffs and higher costs primarily due to the impact of the stronger Brazilian real on local currency costs when translated into U.S. dollars compared to the six months ended June 30, 2005. Partially offsetting the increase in expenses were decreases in compensation expenses resulting from our restructuring programs initiated in the fourth quarter of 2005. Cost of goods sold in the six months ended June 30, 2005 was reduced as a result of $28 million of value-added tax credits relating to taxes we paid in prior periods.

        Gross profit decreased by 48% primarily due to lower sales volumes, higher operating and depreciation expenses and higher costs due to the impact of a stronger Brazilian real.

        SG&A decreased 15% primarily due to a reversal of a Brazilian social contribution tax provision of $12 million relating to a favorable court ruling, lower variable compensation expenses and lower expenses resulting from layoffs we made earlier in the year. Partially offsetting the decrease were higher costs due to the impact of the stronger Brazilian real. Included in SG&A in the six months ended June 30, 2006 were $2 million of cash restructuring charges relating to a workforce reduction.

        Foreign exchange results for the six months ended June 30, 2006 included exchange gains from our program to hedge the negative impact on results of a stronger Brazilian real on cost of goods sold and SG&A.

        Segment operating profit increased 2% primarily due to lower SG&A, increases in foreign exchange results partially offset the decrease in gross profit.

        Edible Oil Products Segment.    Edible oil products segment net sales increased 6% due to higher average selling prices and increases in volumes in most regions, especially in Europe. Rising prices for rapeseed oil due to demand from the biodiesel industry contributed to the increase in average selling prices. European volumes were higher due to increased sales of refined oil to the biodiesel industry as well as gains in market share.

        Cost of goods sold increased 4% due to the 2% increase in volumes, higher energy costs primarily in North America and higher raw material costs caused by the increased demand from the biodiesel industry. Gross profit increased 19% primarily due to improved profitability in Europe. Included in cost of goods sold for the six months ended June 30, 2006 were $2 million of impairment charges relating to the write-down of certain refining and packaging facilities in our Brazilian edible oil operations.

        SG&A increased 8% primarily due to the effects of a stronger Brazilian real on local currency costs when translated into U.S. dollars.

        Segment operating profit increased 96% primarily due to improved profitability in Europe and the consolidation of an acquisition in Poland, previously accounted for on the equity method of accounting, which contributed $5 million to segment operating profit in the six months ended June 30, 2006.

        Milling Products Segment.    Milling products segment net sales increased 16% primarily due to higher wheat milling product volumes and higher average selling prices for wheat and corn milling products. Increases in wheat milling product volumes to bakery and industrial customers and corn milling product volumes to commercial customers more than offset the lower corn milling product volumes to the government food aid program. Higher average selling prices in wheat and corn milling products was primarily due to a shift of products sold towards higher margin products.

        Cost of goods sold increased 17% primarily due to higher raw material costs and increases in industrial costs resulting from the effects of a stronger Brazilian real on local currency costs when translated into U.S dollars.

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Raw material cost increases were largely due to higher South American wheat prices that resulted from a smaller harvest in 2006 versus 2005 in Argentina and higher corn prices in North America due to increases in demand for corn by ethanol producers. Gross profit increased 6% primarily due to improved average milling product margins resulting from a shift to higher margin wheat and corn milling products. SG&A increased 29% primarily due to the effects of a stronger Brazilian real.

        Segment operating profit decreased 3% as a result of the increases in SG&A.

        Financial Costs.    The following is a summary of consolidated financial costs for the periods indicated:

 
  Six Months Ended
June 30,

   
 
(US$ in millions, except percentages)

   
 
  2006
  2005
  Change
 
Interest income   $ 58   $ 49   18 %
Interest expense     (128 )   (107 ) 20 %
Foreign exchange gains     28     7      

        Interest income increased 18% primarily due to higher average balances of interest bearing accounts receivable. Interest expense increased 20% due to higher average interest rates on short-term debt partially offset by lower average borrowings. Our outstanding debt declined primarily as a result of the conversion of $250 million principal amount of convertible notes into Bunge Limited common shares during 2005.

        Foreign exchange gains of $28 million in the six months ended June 30, 2006 on our U.S. dollar net monetary liability position in Brazil were primarily due to the 8% appreciation in the value of the Brazilian real versus the U.S. dollar at June 30, 2006 compared to December 31, 2005. Foreign exchange results also included hedging gains relating to foreign exchange derivative contracts to hedge the effects of exchange rate movements on our fertilizer segment industrial and SG&A expenses in Brazil. In the six months ended June 30, 2005, foreign exchange gains of $7 million related to the 13% appreciation in the value of the Brazilian real relative to the U.S. dollar. Foreign exchange results for 2006 and 2005 are net of related hedging costs.

        Other Income (Expense)—net.    Other income (expense)—net decreased $1 million to $4 million in the six months ended June 30, 2006 from $5 million in the six months ended June 30, 2005. The six months ended June 30, 2005 included a $3 million gain on an interest rate derivative contract.

        Income Tax Expense.    Income tax expense decreased $88 million to $8 million in the six months ended June 30, 2006 from $96 million in the six months ended June 30, 2005. Our effective tax rate for the six months ended June 30, 2006 decreased to 9% compared to 29% in six months ended June 30, 2005. The decrease in our effective tax rate was primarily due to a reduction in projected income from operations before income tax. Most of the decline in projected income from operations before income tax occurred in subsidiaries that are in tax jurisdictions with higher income tax rates. In addition, higher earnings in lower tax jurisdictions and the 2005 legal restructuring of our Brazilian subsidiaries also contributed to the lower effective tax rate in 2006.

        Minority Interest.    Minority interest expense decreased $18 million to $19 million in the six months ended June 30, 2006 from $37 million in the six months ended June 30, 2005 primarily due to lower earnings from our non-wholly owned subsidiaries.

        Equity Earnings in Affiliates.    Equity earnings of affiliates increased $9 million to $26 million in the six months ended June 30, 2006 from $17 million in the six months ended June 30, 2005 primarily due to higher earnings from our French vegetable oil processing and European biodiesel joint ventures.

        Net Income.    Net income decreased $123 million to $88 million in the six months ended June 30, 2006 from $211 million in the six months ended June 30, 2005. Net income for the six months ended June 30, 2006 includes impairment and restructuring charges of $16 million, net of tax, a reversal of a Brazilian social contribution tax provision of $6 million, net of tax and after minority interest, relating to a favorable court ruling and a $4 million expense, net of tax, relating to the incremental share-based compensation cost as result of the adoption of SFAS No. 123R. Net income for the six months ended June 30, 2005 included the reversal of valuation allowances on recoverable taxes of $19 million, net of tax, $17 million of value added tax credits, net of tax, relating to a change in tax laws and a reversal of a provision relating to a transactional tax in the amount of $10 million, net of tax, due to a favorable tax ruling.

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Liquidity and Capital Resources

        Our primary financial objective is to maintain sufficient liquidity through a conservative balance sheet that provides flexibility to pursue our growth objectives. Our current ratio, defined as current assets divided by current liabilities, was 1.84 and 1.81 at June 30, 2006 and December 31, 2005, respectively.

        Cash and Readily Marketable Inventories.    Cash and cash equivalents were $279 million at June 30, 2006 and $354 million at December 31, 2005.

        Included in our inventories were readily marketable inventories of $2,130 million at June 30, 2006 and $1,534 million at December 31, 2005. Readily marketable inventories are agricultural commodity inventories, financed primarily with debt, which are readily convertible to cash because of their commodity characteristics, widely available markets and international pricing mechanisms.

        Fertilizer Segment Accounts Receivable.    In our fertilizer segment, customer accounts receivable typically have repayment terms of up to 180 days. The actual due dates are individually determined based upon when a farmer purchases our fertilizers and the anticipated harvest and sale of the farmer's crop, as the farmer's cash flow is seasonal and is typically generated after the crop is harvested. The payment terms for these accounts receivable are often renegotiated if there is a crop failure or the cash flows generated from the harvest are not adequate for the farmer to repay balances due to us.

        Brazilian farm economics in 2006 and 2005 have been adversely affected by lower soybean prices caused by large global soybean stocks and a steadily appreciating Brazilian real. In certain regions in Brazil, the 2005 crop was poor in quality and yield due to a drought. Certain Brazilian farmers have responded to these conditions by withholding sales of their crops and delaying payment on accounts receivable owed to farm input suppliers, which has resulted in an increase in the number of delinquent fertilizer segment accounts receivable. In addition, certain farmers have increased their accounts receivable balances with us in order to acquire additional fertilizer products for the 2006 planting season. As a result, we have increased our allowance for doubtful accounts in the fertilizer segment. Below is a table of our fertilizer segment trade accounts receivable balances and the related allowances for doubtful accounts as of the dates indicated:

(US$ in millions)

  June 30,
2006

  December 31,
2005

  June 30,
2005

 
Trade accounts receivable   $ 657   $ 663   $ 489  
   
 
 
 
Allowance for doubtful accounts   $ 140   $ 115   $ 90  
   
 
 
 
Allowance for doubtful accounts as a percentage of accounts receivable     21 %   17 %   18 %
   
 
 
 

        We evaluate the collectibility of our trade accounts receivable and record allowances for doubtful accounts if we have determined that collection is doubtful. We base our determination of the allowance for doubtful accounts on analyses of credit quality for specific accounts, historical trends of charge-offs and recoveries, the economic and financial condition of the farming industry and other market conditions. We continue to monitor the economic environment and events taking place in Brazil and will adjust this allowance in the future depending upon significant changes in circumstances.

        Secured Advances to Suppliers and Prepaid Commodity Contracts.    We purchase soybeans through prepaid commodity purchase contracts and secured advances to farmers in Brazil. These financing arrangements are typically secured by the farmer's future crop and mortgages on the farmer's land and other assets and are generally settled after the farmer's crop is harvested and sold. At June 30, 2006, we had $857 million in prepaid commodity purchase contracts and secured advances to farmers outstanding in Brazil compared to $924 million at December 31, 2005. Against these outstanding balances owed to us, we also had $302 million and $39 million, respectively, recorded as accounts payable to these farmers, reflecting soybeans which had been delivered by the farmers to our facilities as of June 30, 2006 and December 31, 2005. In addition, at June 30, 2006, we had a $142 million security interest in the undelivered harvested crop of various farmers with outstanding advances held at

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facilities not owned by us. The allowance for uncollectible advances totaled $35 million at June 30, 2006 and $32 million at December 31, 2005. We closely monitor the collectibility of these advances.

        Long-Term and Short-Term Debt.    We conduct most of our financing activities through a centralized financing structure, designed to act as our central treasury, which enables us and our subsidiaries to borrow long-term and short-term debt more efficiently. This structure includes a master trust facility, the primary assets of which consist of intercompany loans made to Bunge Limited and its subsidiaries. Bunge Limited's wholly owned financing subsidiaries fund the master trust with long- and short-term debt obtained from third parties, including through our commercial paper program.

        To finance working capital, we use cash flows generated from operations and short-term borrowings, including our commercial paper program, and various long-term bank facilities and bank credit lines, which are sufficient to meet our business needs. At June 30, 2006, we had approximately $1,450 million of committed borrowing capacity under our commercial paper program and long-term credit facilities, all of which are with a number of lending institutions. Of this committed capacity, $620 million was unused and available at June 30, 2006.

        At June 30, 2006, we had $404 million outstanding under our commercial paper program. Our commercial paper program is our least expensive available short-term funding source. We maintain back-up bank credit lines equal to the maximum capacity of our commercial paper program of $600 million. These credit lines expire in June 2007. If we were unable to access the commercial paper market, we would use these bank credit lines, which are likely to be at a higher cost than our commercial paper. Bunge has provided parent level guarantees of the indebtedness under these bank credit lines entered into by its wholly owned subsidiary. At June 30, 2006, no amounts were outstanding under these back-up bank credit lines.

        Through our subsidiaries, we have various other long-term debt facilities at fixed and variable interest rates denominated in both U.S. dollars and Brazilian reais, most of which mature between 2006 and 2008. At June 30, 2006, we had $194 million outstanding under these long-term debt facilities. At June 30, 2006, $138 million of this amount was secured by certain land, property, plant and equipment and investments in our consolidated subsidiaries, having a net carrying value of $760 million.

        Our credit facilities and certain senior notes require us to comply with specified financial covenants related to minimum net worth, working capital and a maximum debt to capitalization ratio. We were in compliance with these covenants as of June 30, 2006.

        In June 2006, Standard & Poor's Ratings Services and Fitch Ratings revised their outlook on the credit rating of our unsecured guaranteed senior notes to "BBB with a negative outlook" from "BBB with a stable outlook". On July 31, 2006, Moody's Investors Services (Moody's) placed the credit rating of our unsecured guaranteed senior notes under review for a possible downgrade. At June 30, 2006, our unsecured guaranteed senior notes were rated "Baa2 with a stable outlook" by Moody's. We do not have any ratings downgrade triggers that would accelerate the maturity of our debt. However, a credit ratings downgrade would increase our borrowing costs under our credit facilities and, depending on its severity, could affect our ability to renew existing or to obtain new credit facilities or access the capital markets in the future on favorable terms and may also require us to post collateral or provide third-party credit support under certain agreements. A significant increase in our borrowing costs could also impair our ability to compete effectively in our business relative to competitors with lower amounts of indebtedness and/or higher credit ratings.

        In the second quarter of 2006, we entered into various interest rate swap agreements with a notional value amount of $200 million maturing in 2013 for the purpose of managing our interest rate exposure associated with a $200 million principal amount of 5.875% senior notes due 2013. Under the terms of these interest rate swap agreements, we will make payments based on six-month LIBOR, and will receive payments based on fixed interest rates. We will account for these interest rate swap agreements as fair value hedges in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133).

        Shareholders' Equity.    Shareholders' equity increased to $4,540 million at June 30, 2006 from $4,226 million at December 31, 2005, as a result of the net income of $88 million, $14 million from the issuance of our common shares upon the exercise of employee stock options and the issuance of restricted stock units that had vested, $13 million related to the adoption of SFAS 123R and other comprehensive income of $235 million, which

31


includes foreign exchange gains of $232 million. This increase was partially offset by dividends paid to shareholders of $36 million during the first half of 2006.

        In the six months ended June 30, 2006, our cash and cash equivalents balance decreased $75 million, reflecting the net impact of cash flows from operating, investing and financing activities, compared to an $18 million decrease in our cash and cash equivalents balance in the six months ended June 30, 2005.

        Our operating activities used cash of $400 million in the six months ended June 30, 2006, compared to cash used of $349 million in the six months ended June 30, 2005. Our cash flow from operations varies depending on the timing of the acquisition of, and the market prices for, agribusiness commodity inventories. Historically, our operating activities use cash in the first half of the year due to purchases of oilseeds and grain inventories from the South American harvest, which typically occurs in March, April and May. In 2006, our purchases of the South American harvest have taken place later than historical patterns due to the lack of farmer selling as described above under "—Second Quarter 2006 Overview". In addition, we are also building fertilizer inventories in anticipation of sales to South American farmers who typically begin purchasing the bulk of their fertilizer products in the third and fourth quarters of each calendar year.

        Cash used by investing activities was $205 million in the six months ended June 30, 2006, compared to cash used of $210 million in the six months ended June 30, 2005. Payments made for capital expenditures included investments in property, plant and equipment that totaled $181 million and consisted primarily of additions under our normal capital expenditure plan. The majority of capital expenditures in the six months ended June 30, 2006 related to replacement of existing equipment in order to maintain current production capacity, efficiency improvements to reduce costs, equipment upgrades and business expansion.

        Investments in affiliates included in cash flow from investing activities in the six months ended June 30, 2006 included $16 million for a 25% ownership interest in a company that manufactures edible oil products in Russia and an additional investment of $24 million in our existing Brazilian port terminal joint ventures. In the six months ended June 30, 2005, acquisitions of businesses and other intangible assets included $20 million for the Ideal™ premium bottled oil brand in Russia.

        Investing activities in the six months ended June 30, 2006 and 2005 also included capital returns of $13 million and $8 million, respectively, primarily from our Solae joint venture. In addition, we collected $11 million from a note receivable relating to the December 2005 formation of our biodiesel joint venture with Diester Industrie International that was repaid in April 2006.

        Cash provided by financing activities was $515 million in the six months ended June 30, 2006, compared to cash provided of $536 million in the six months ended June 30, 2005. In the six months ended June 30, 2006 and 2005, we increased our borrowings of debt by $558 million and $594 million, respectively, primarily to finance our working capital requirements. Dividends paid to our shareholders in the six months ended June 30, 2006 were $36 million and were $30 million in the six months ended June 30, 2005.

        We have issued or were a party to the following guarantees at June 30, 2006:

(US$ in millions)

  Maximum Potential
Future Payments

Operating lease residual values (1)   $ 59
Unconsolidated affiliates financing (2)     24
Customer financing (3)     191
   
Total   $ 274
   

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        In addition, we have provided parent level guarantees of the indebtedness outstanding under certain senior credit facilities and senior notes, which were entered into by our wholly owned subsidiaries. The debt under these guarantees had a carrying amount of $2,810 million at June 30, 2006. Debt related to these guarantees is included in the condensed consolidated balance sheet at June 30, 2006. There are no significant restrictions on the ability of any of our subsidiaries to transfer funds to us.

        Also, certain of our subsidiaries have provided guarantees of indebtedness of certain of their subsidiaries under certain lines of credit with various institutions. The total borrowing capacity under these lines of credit is $65 million as of June 30, 2006 of which there was approximately $4 million outstanding as of such date.

Dividends

        On May 25, 2006 we announced that our board of directors approved an increase in our regular quarterly cash dividend from $0.15 per share to $0.16 per share, which will be payable on August 31, 2006 to shareholders of record on August 17, 2006. On May 31, 2006, we paid a regular cash dividend of $0.15 per share to shareholders of record on May 17, 2006.

Critical Accounting Policies

        Critical accounting policies are defined as those policies that are both important to the portrayal of our financial condition and results of operations and require management to exercise significant judgment. For a complete discussion of our accounting policies, see our annual report on Form 10-K for the year ended December 31, 2005, filed with the Securities and Exchange Commission. There have been no significant changes in our critical accounting policies since December 31, 2005.

Recent Accounting Pronouncement Adoption

        Effective January 1, 2006, we adopted Statement of Financial Accounting Standards (SFAS) No. 123R, Share-Based Payment (SFAS No. 123R), which requires compensation cost related to share-based compensation, including employee stock options, to be recognized in the financial statements based on fair value. SFAS No. 123R revises SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation— Transition and Disclosure and supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees (APB 25). We adopted the fair value recognition provisions of SFAS No. 123R, Share-Based Payment, using the modified prospective transition method. Under the modified prospective transition method compensation cost recognized for the six months ended June 30, 2006 includes (1) compensation cost for all share-based awards granted prior to, but not yet vested as of, January 1, 2006 based on the grant date fair value in accordance with SFAS No. 123, and (2) compensation cost for all share-based awards granted subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123R.

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        Prior to January 1, 2006, in accordance with the provisions of SFAS No. 123, we accounted for stock-based compensation using the intrinsic value method under APB 25, and Financial Accounting Standards Board (FASB) Interpretation No. 28, Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans (FIN 28). Due to the adoption of SFAS No. 123R, our results included stock option compensation cost recognized during the six months ended June 30, 2006 of $4 million before income taxes. In addition, Bunge recorded a reversal in the amount of $6 million during the six months ended June 30, 2006, related to its restricted stock unit compensation cost that resulted from non-achievement of segment operating profit targets at certain of our operating companies. Results of prior periods have not been restated.

Recent Accounting Pronouncements

        In July 2006, the Financial Accounting Standards Board (FASB) issued two related standards that address accounting for income taxes: FASB Interpretation No. (FIN) 48, Accounting for Uncertainty in Income Taxes (FIN 48), and FASB Staff Position (FSP) FAS 13-2, Accounting for a Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction (FSP FAS 13-2). Among other things, FIN 48 requires applying a "more likely than not" threshold to the recognition and derecognition of tax positions, while FSP FAS 13-2 requires a recalculation of returns on leveraged leases if there is a change or projected change in the timing of cash flows relating to income taxes generated by the leveraged lease. The new guidance will be effective for us on January 1, 2007. We are currently evaluating FIN 48 and FSP FAS 13-2 to determine the potential impact, if any, these would have on our consolidated financial statements. Prior periods will not be restated as a result of this required accounting change.

        In April 2006, the FASB issued FSP No. FIN 46(R)-6, Determining the Variability to be Considered in Applying FASB Interpretation No. 46(R), which addresses certain implementation issues related to FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities (FIN 46(R)). FSP FIN No. 46(R)-6 is to be applied prospectively by the company to all entities with which the company first becomes involved and to all entities previously required to be analyzed under FIN 46(R) when a consideration event has occurred beginning the first day of the first reporting period beginning after June 2006. Retrospective application to the date of the initial application is permitted but not required, however, if elected, it must be completed no later than the end of the first annual reporting period ending after July 15, 2006. We have elected to apply FSP FIN No. 46(R)-6 prospectively and have determined there to be no material impact to our consolidated financial statements as a result of this application.

        In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140 (SFAS No. 156), which is effective for fiscal years beginning after September 15, 2006. SFAS No. 156 was issued to simplify the accounting for servicing rights and to reduce the volatility that results from using different measurement attributes. We are currently evaluating SFAS No. 156 to determine the potential impact, if any, it would have on our consolidated financial statements.

        In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments—an amendment of FASB Statements No. 133 and 140 (SFAS No. 155), which is effective for fiscal years beginning after September 15, 2006. SFAS No. 155 was issued to clarify the application of FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133) to beneficial interests in securitized financial assets and to improve the consistency of accounting for similar financial instruments, regardless of the form of the instruments. We are currently evaluating SFAS No. 155 to determine the potential impact, if any, it would have on our consolidated financial statements.

Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risk Management

        As a result of our global operating and financing activities, we are exposed to changes in agricultural commodity prices, foreign currency exchange rates, interest rates and energy and transportation costs which may affect our results of operations and financial position. We use derivative instruments for the purpose of managing the exposures associated with commodity prices, foreign currency exchange rates, interest rates, energy and transportation costs. While these hedging instruments are subject to fluctuations in value, those fluctuations are generally offset by the value of the underlying exposures being hedged. The counter-parties to these contractual

34


arrangements are primarily major financial institutions or, in the case of commodity futures and options, a commodity exchange. As a result, credit risk arising from these contracts is not significant and we do not anticipate any significant losses. Our board of directors' finance and risk policy committee supervises, reviews and periodically revises our overall risk management policies and risk limits.

Commodities Risk

        We operate in many areas of the food industry from agricultural raw materials to the production and sale of branded food products. As a result, we use and produce various materials, many of which are agricultural commodities, including soybeans, soybean oil, soybean meal, wheat and corn. Agricultural commodities are subject to price fluctuations due to a number of unpredictable factors that may create price risk. We are also subject to the risk of counter-party defaults under forward purchase or sale contracts.

        We enter into various derivative contracts, primarily exchange-traded futures, with the objective of managing our exposure to adverse price movements in the agricultural commodities used for our business operations. We have established policies that limit the amount of unhedged fixed-price agricultural commodity positions permissible for our operating companies, which are a combination of quantity and value at risk limits. We measure and review our net commodities position on a daily basis.

        Our daily net agricultural commodity position consists of inventory, related purchase and sale contracts, and exchange-traded contracts, including those used to hedge portions of our production requirements. The fair value of that position is a summation of the fair values calculated for each agricultural commodity by valuing each net position at quoted average futures prices for the period. Market risk is estimated as the potential loss in fair value resulting from a hypothetical 10% adverse change in prices. The results of this analysis, which may differ from actual results, are as follows:

 
  Six Months Ended
June 30, 2006

  Year Ended
December 31, 2005

 
(US$ in millions)

  Fair Value
  Market Risk
  Fair Value
  Market Risk
 
Highest long position   $ 192   $ 19   $ 344   $ 34  
Highest short position     (322 )   (32 )   (38 )   (4 )

Currency Risk

        Our global operations require active participation in foreign exchange markets. To reduce the risk of foreign exchange rate fluctuations, we follow a policy of hedging net monetary assets and liabilities and transactions denominated in currencies other than the functional currencies applicable to each of our various subsidiaries. Our primary exposure is related to our businesses located in Brazil and to a lesser extent, Argentina, Europe and Asia. We enter into derivative financial instruments, such as foreign currency options, forward contracts and swaps, to limit exposures to changes in foreign currency exchange rates with respect to our recorded foreign currency denominated assets and liabilities and our local currency operating expenses. We may also hedge other foreign currency exposures as deemed appropriate.

        When determining our exposure, we exclude intercompany loans that are deemed to be permanently invested. The repayments of permanently invested intercompany loans are not planned or anticipated in the foreseeable future and therefore are treated as analogous to equity for accounting purposes. As a result, the foreign exchange gains and losses on these borrowings are excluded from the determination of net income and recorded as a component of accumulated other comprehensive income (loss). The balance of permanently invested intercompany borrowings was $1,773 million as of June 30, 2006 and $1,788 million as of December 31, 2005. Included in other comprehensive income (loss) are foreign exchange gains of $154 million and $95 million in the six months ended June 30, 2006 and in the year ended December 31, 2005, respectively, related to permanently invested intercompany loans.

        For risk management purposes and to determine the overall level of hedging required, we further reduce the foreign exchange exposure determined above by the value of our agricultural commodities inventories. Our

35


agricultural commodities inventories, because of their international pricing in U.S. dollars, provide a natural hedge to our currency exposure.

        Our net currency positions, including currency derivatives, and our market risk, which is the potential loss from an adverse 10% change in foreign currency exchange rates, are set forth in the following table. In addition, we have provided an analysis of our foreign currency exposure after reducing the exposure for our agricultural commodities inventory. Actual results may differ from the information set forth below.

(US$ in millions)

  June 30,
2006

  December 31,
2005

 
Brazilian Operations (primarily exposure to U.S. dollar):              
  Net currency short position, from financial instruments, including derivatives   $ (1,903 ) $ (347 )
  Market risk     (190 )   (35 )
  Agricultural commodities inventories     1,543     1,010  
  Net currency (short) long position, less agricultural commodities inventories     (360 )   663  
  Market risk   $ (36 ) $ 66  
Argentine Operations (primarily exposure to U.S. dollar):              
  Net currency short position, from financial instruments, including derivatives   $ (281 ) $ (139 )
  Market risk     (28 )   (14 )
  Agricultural commodities inventories     323     170  
  Net currency long position, less agricultural commodities inventories     42     31  
  Market risk   $ 4   $ 3  
European Operations (primarily exposure to U.S. dollar):              
  Net currency short position, from financial instruments, including derivatives   $ (179 ) $ (277 )
  Market risk     18     (28 )
  Agricultural commodities inventories     192     342  
  Net currency long position, less agricultural commodities inventories     13     65  
  Market risk   $ 1   $ 7  

        In addition, to minimize our risk from exchange fluctuations in connection with anticipated sales in foreign currencies, during the six months ended June 30, 2006, a combination of foreign exchange contracts and zero cost collars were purchased and designated as cash flow hedges in accordance with SFAS No. 133. Accordingly, changes in fair values of outstanding cash flow hedge derivatives that are highly effective are recorded in other comprehensive income, until net income is affected by the variability of cash flows of the hedged transaction. In most cases, amounts recorded in other comprehensive income will be released to net income some time after the maturity of the related derivative. Results of hedges related to sales in foreign currencies are recorded in net sales.

        As of June 30, 2006, approximately $300 million of anticipated foreign currency denominated sales have been hedged with the underlying derivative contracts settling at various dates beginning in July 2006 through December 2007. At June 30, 2006, the fair value of contracts expected to settle within the next 18 months, which is recorded in other current assets, approximated $7 million. The change in the fair value of the contracts designated as cash flow hedges is recorded as a component of other comprehensive income and was approximately $5 million, net of income taxes, as of June 30, 2006. The change in the fair value will be reclassified into earnings when the anticipated sales occur with approximately $3 million, net of tax, expected to be released to earnings in 2006. The ineffective portion of these hedges was not material. We assess, both at the inception of the hedge and on an on-going basis, whether the derivatives that are used in hedge transactions are highly effective in offsetting changes in cash flow hedged items.

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Interest Rate Risk

        There was no significant change in our interest rate risk profile in the six months ended June 30, 2006.

        Interest Rate Derivatives—We use various derivative instruments to manage interest rate risk associated with outstanding or forecasted fixed and variable rate debt and debt issuances, including interest rate swaps, options, and futures as may be required. We account for the interest rate swap agreements we enter into as fair value hedges.

        The interest rate swaps used by us as derivative hedging instruments have been recorded at fair value in other liabilities in the condensed consolidated balance sheets with changes in fair value recorded currently in earnings. Additionally, the carrying amount of the associated debt is adjusted through earnings for changes in the fair value due to changes in interest rates. Ineffectiveness, as defined in SFAS No. 133, is recognized to the extent that these two adjustments do not offset. As of June 30, 2006, we recognized no ineffectiveness related to the interest rate swap hedging instruments. The derivatives we entered into for hedge purposes are assumed to be perfectly effective under the shortcut method of SFAS No. 133. The differential between the fixed and variable rates to be paid or received on changes in interest rates is recorded as an adjustment to interest expense. The interest rate differential on the swaps settles in cash every six months until expiration.

        During the three months ended June 30, 2006, we entered into various interest rate swap agreements with a notional value amount of $200 million maturing in 2013 for the purpose of managing our interest rate exposure associated with the $200 million aggregate principal amount of 5.875% senior notes due 2013. Under the terms of the interest rate swap agreements, we will make payments based on six-month LIBOR, and will receive payments based on fixed interest rates. We will account for these interest rate swap agreements as fair value hedges in accordance with SFAS No. 133.

        The following table summarizes our outstanding interest rate swap agreements accounted for as fair value hedges as of June 30, 2006.

 
  Maturity
   
 
(US$ in millions)

  Fair Value Loss
June 30,
2006

 
  2008
  2013
  2014
  2015
  Total
 
Receive fixed/pay variable notional amount   $ 500   $ 200   $ 500   $ 400   $ 1,600   $ (85 )
Weighted average variable rate payable(1)     5.994 %   5.538 %   6.360 %   5.918 %            
Weighted average fixed rate receivable     4.375 %   5.875 %   5.35 %   5.10 %            

(1)
Interest is payable in arrears based on six-month LIBOR plus a spread.

        We recognized approximately $5 million and $9 million of interest expense in the condensed consolidated statement of income in the three months and six months ended June 30, 2006, respectively, relating to our outstanding swap agreements.

Item 4.    CONTROLS AND PROCEDURES

        Disclosure Controls and Procedures—As of June 30, 2006, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as that term is defined in Exchange Act Rule 13a-15(e) and 15d-15(e). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to Bunge (including our consolidated subsidiaries) required to be included in our filings with the Securities and Exchange Commission.

        Internal Control Over Financial Reporting—During the quarterly period covered by this Form 10-Q, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS

        As we previously reported in our 2005 Annual Report on Form 10-K filed with the Securities and Exchange Commission, several of our Brazilian subsidiaries have litigation pending in Brazil against Centrais Elétricas Brasileiras S.A. (Eletrobrás), a publicly-traded, government-controlled holding company for Brazilian electric companies. The litigation is seeking interest, including adjustments for inflation, on amounts deposited with Eletrobrás that were required by law from 1977 to 1993. In 2005, the Brazilian supreme court issued a judgment in favor of a Brazilian subsidiary of ours in respect of our claim against Eletrobrás. The judgment did not specify the amount which we can recover from Eletrobrás. We are currently negotiating the final settlement amount with Eletrobrás and expect to complete the negotiations during 2006. The negotiated settlement requires court approval. As of June 30, 2006, we have not recognized any amounts related to this claim in the condensed consolidated financial statements pending the outcome of the settlement negotiations with Eletrobrás and the court approval. Although we expect to receive up to $45 million upon final settlement based on our subsidiary's claims against Eletrobrás for which a judgment has been issued, amounts ultimately negotiated and approved by the Brazilian court could be substantially less. Similar claims made by our other Brazilian subsidiaries are pending in the Brazilian courts.

Item 1A.    RISK FACTORS

        In addition to the other information set forth in this report, you should carefully consider the factors discussed in "Item 1A. Risk Factors" in our 2005 Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. Other than as set forth below, there have been no material changes in our risk factors from those disclosed in our 2005 Annual Report on Form 10-K.

        The information presented below updates and should be read in conjunction with the risk factor contained in our Form 10-K entitled "We are dependent on access to external sources of financing to acquire and maintain the inventory, facilities and equipment necessary to run our business."

        In June 2006, Standard & Poor's Ratings Services and Fitch Ratings revised their outlook on the credit rating of our unsecured guaranteed senior notes to "BBB with a negative outlook" from "BBB with a stable outlook". On July 31, 2006, Moody's Investors Services (Moody's) placed the credit rating of our unsecured guaranteed senior notes under review for a possible downgrade. At June 30, 2006, our unsecured guaranteed senior notes were rated "Baa2 with a stable outlook" by Moody's. We do not have any ratings downgrade triggers that would accelerate the maturity of our debt. However, a credit ratings downgrade would increase our borrowing costs under our credit facilities and, depending on its severity, could affect our ability to renew existing or to obtain new credit facilities or access the capital markets in the future on favorable terms and may also require us to post collateral or provide third-party credit support under certain agreements. A significant increase in our borrowing costs could also impair our ability to compete effectively in our business relative to competitors with lower amounts of indebtedness and/or higher credit ratings.

Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

        None.

Item 3.    DEFAULTS UPON SENIOR SECURITIES

        None.

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        On May 26, 2006, we held our Annual General Meeting of Shareholders (Annual Meeting). Proxies for the Annual Meeting were solicited and the proposals described below were submitted to a vote of our shareholders

38


at the Annual Meeting and were all passed. The following is a brief description of each matter voted on and the results of the voting.

        Proposal 1. To elect the following two nominees as our Class II directors:

 
  Votes For
  Against
  Abstain
Francis Coppinger   95,918,736   1,022,015   4,358,026
Alberto Weisser   96,989,798   646,704   3,662,275

        Directors whose terms of office continued after the Annual Meeting are: Ernest G. Bachrach, Enrique H. Boilini, Michael H. Bulkin, Jorge Born, Jr., Octavio Caraballo, Francis Coppinger, Bernard de La Tour d'Auvergne Lauraguais, William Engels and Paul H. Hatfield. In addition, as previously reported in our Form 8-K dated July 21, 2006, L. Patrick Lupo was appointed to the Board of Directors effective July 19, 2006.

        Proposal 2. To appoint Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2006 and to authorize the audit committee of the Board of Directors to determine the independent auditors' fees. There were 101,117,567 votes for, 137,443 votes against, 43,767 abstentions and zero broker non-votes.

        Proposal 3. To approve the amendments to the Bye-laws of Bunge Limited relating to our shareholder rights plan, as set forth in the proxy statement for the Annual Meeting. There were 56,377,412 votes for, 27,210,020 votes against, 254,780 abstentions and 17,456,565 broker non-votes.

Item 5.    OTHER INFORMATION

        None.

Item 6.    EXHIBITS

        (a) The exhibits in the accompanying Exhibit Index on page E-1 are filed or furnished as part of this Quarterly Report.

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SIGNATURES

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

    BUNGE LIMITED

Date: August 9, 2006

 

By:

/s/  
WILLIAM M. WELLS      
William M. Wells
Chief Financial Officer

 

 

 

/s/  
T.K. CHOPRA      
T.K. Chopra
Controller and Principal
Accounting Officer

40



EXHIBIT INDEX

31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

E-1




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BUNGE LIMITED
Table of Contents
PART I—FINANCIAL INFORMATION
BUNGE LIMITED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (United States Dollars in Millions, except per share data)
BUNGE LIMITED AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (United States Dollars in Millions, except share data)
BUNGE LIMITED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (United States Dollars in Millions)
BUNGE LIMITED AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
BUNGE LIMITED AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
BUNGE LIMITED AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
BUNGE LIMITED AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
BUNGE LIMITED AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
BUNGE LIMITED AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Cautionary Statement Regarding Forward-Looking Statements
PART II—OTHER INFORMATION
SIGNATURES
EXHIBIT INDEX