Bunge Limited (BG) 10-Q 9 Nov 09 2009 Q3 Quarterly report Financial data

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $)
In Millions, except Per Share data	3 Months Ended Sep. 30, 2009	3 Months Ended Sep. 30, 2008	9 Months Ended Sep. 30, 2009	9 Months Ended Sep. 30, 2008
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Net sales	$11,298	$14,797	$31,490	$41,631
Cost of goods sold	(10,955)	(13,588)	(30,600)	(38,104)
Gross profit	343	1,209	890	3,527
Selling, general and administrative expenses	(349)	(382)	(952)	(1,244)
Interest income	20	57	96	159
Interest expense	(79)	(97)	(212)	(285)
Foreign exchange gains (losses)	169	(471)	470	(206)
Other income (expense) - net	(4)	(1)	(12)	(13)
Income from operations before income tax	100	315	280	1,938
Income tax benefit (expense)	97	(5)	52	(459)
Income from operations after income tax	197	310	332	1,479
Equity in earnings of affiliates		14	11	27
Net income	197	324	343	1,506
Net loss (income) attributable to noncontrolling interest	35	(90)	7	(232)
Net income attributable to Bunge	232	234	350	1,274
Convertible preference share dividends		(19)	(39)	(58)
Net income available to Bunge common shareholders	$232	$215	$311	$1,216
Earnings per common share - basic (Note 13)
Earnings to Bunge common shareholders (in dollars per share)	1.82	1.77	2.51	10.01
Earnings per common share - diluted (Note 13)
Earnings to Bunge common shareholders (in dollars per share)	1.62	1.7	2.48	9.26
Dividends per common share		0.19	0.4	0.53

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)
In Millions	Sep. 30, 2009	Dec. 31, 2008
Current assets:
Cash and cash equivalents	$1,101	$1,004
Trade accounts receivable (less allowance of $196 and $164)	2,381	2,350
Inventories (Note 3)	4,835	5,653
Deferred income taxes	296	268
Other current assets (Note 4)	3,893	3,901
Total current assets	12,506	13,176
Property, plant and equipment, net	5,051	3,969
Goodwill (Note 5)	377	325
Other intangible assets, net	152	107
Investments in affiliates	801	761
Deferred income taxes	1,150	864
Other non-current assets	1,823	1,028
Total assets	21,860	20,230
Current liabilities:
Short-term debt	430	473
Current portion of long-term debt	23	78
Trade accounts payable	3,106	4,158
Deferred income taxes	106	104
Other current liabilities (Note 6)	3,021	3,261
Total current liabilities	6,686	8,074
Long-term debt	3,625	3,032
Deferred income taxes	164	132
Other non-current liabilities	992	864
Shareholders' equity:
Common shares, par value $.01; authorized - 400,000,000 shares; issued and outstanding: 2009 - 134,075,934 shares, 2008 - 121,632,456 shares	1	1
Additional paid-in capital	3,618	2,849
Retained earnings	4,081	3,844
Accumulated other comprehensive income (loss)	269	(811)
Total Bunge shareholders' equity	9,522	7,436
Noncontrolling interest	871	692
Total equity	10,393	8,128
Total liabilities and shareholders' equity	21,860	20,230
Mandatory convertible preference shares
Shareholders' equity:
Preference shares - Mandatory convertible and Convertible perpetual	863	863
Convertible perpetual preference shares
Shareholders' equity:
Preference shares - Mandatory convertible and Convertible perpetual	$690	$690

1_CONDENSED CONSOLIDATED BALANC

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
In Millions, except Share data	Sep. 30, 2009	Dec. 31, 2008
Trade accounts receivable, allowance (in dollars)	$196	$164
Common shares, par value (in dollars per share)	0.01	0.01
Common shares authorized	400,000,000	400,000,000
Common shares issued	134,075,934	121,632,456
Common shares outstanding	134,075,934	121,632,456
Mandatory convertible preference shares
Preference shares, par value (in dollars per share)	0.01	0.01
Preference shares authorized	862,500	862,500
Preference shares issued	862,455	862,455
Preference shares outstanding	862,455	862,455
Preference shares liquidation preference (in dollars per share)	$1,000	$1,000
Convertible perpetual preference shares
Preference shares, par value (in dollars per share)	0.01	0.01
Preference shares authorized	6,900,000	6,900,000
Preference shares issued	6,900,000	6,900,000
Preference shares outstanding	6,900,000	6,900,000
Preference shares liquidation preference (in dollars per share)	$100	$100

2_CONDENSED CONSOLIDATED STATEM

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Millions	3 Months Ended Sep. 30, 2009	3 Months Ended Sep. 30, 2008	9 Months Ended Sep. 30, 2009	9 Months Ended Sep. 30, 2008
OPERATING ACTIVITIES
Net (loss) income	$197	$324	$343	$1,506
Adjustments to reconcile net income to cash (used for) provided by operating activities:
Foreign exchange (gain) loss on debt			(594)	90
Impairment of assets				6
Bad debt expense			41	68
Depreciation, depletion and amortization			319	344
Stock-based compensation expense			16	56
Recoverable taxes provision			41	(19)
Deferred income taxes			(163)	(22)
Equity in earnings of affiliates		(14)	(11)	(27)
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Trade accounts receivable			152	(1,255)
Inventories			1,619	(1,453)
Prepaid commodity purchase contracts			19	268
Secured advances to suppliers			220	(5)
Trade accounts payable			(1,544)	1,997
Advances on sales			23	171
Unrealized net gain/loss on derivative contracts			(145)	(322)
Margin deposits			(348)	44
Accrued liabilities			4	190
Other - net			(539)	90
Cash (used for) provided by operating activities			(547)	1,727
INVESTING ACTIVITIES
Payments made for capital expenditures			(596)	(594)
Investments in affiliates			(6)	(68)
Acquisitions of businesses (net of cash acquired)			(22)	(61)
Related party loans			(19)	30
Proceeds from disposal of property, plant and equipment			39	36
Proceeds from investments			92	2
Cash used for investing activities			(512)	(655)
FINANCING ACTIVITIES
Net change in short-term debt with maturities of 90 days or less			(198)	(586)
Proceeds from short-term debt with maturities greater than 90 days			986	1,209
Repayments of short-term debt with maturities greater than 90 days			(891)	(405)
Proceeds from long-term debt			2,885	1,757
Repayment of long-term debt			(2,359)	(2,205)
Proceeds from sale of common shares			762	7
Dividends paid to preference shareholders			(58)	(61)
Dividends paid to common shareholders			(74)	(64)
Dividends paid to noncontrolling interest			(8)	(153)
Other			24	38
Cash provided by (used for) financing activities			1,069	(463)
Effect of exchange rate changes on cash and cash equivalents			87	(96)
Net increase in cash and cash equivalents			97	513
Cash and cash equivalents, beginning of period			1,004	981
Cash and cash equivalents, end of period	$1,101	$1,494	$1,101	$1,494

3_CONDENSED CONSOLIDATED STATEM

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $)
In Millions, except Share data	Convertible Preference Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Non-Controlling Interest	Total
Balance at Dec. 31, 2007	$1,553	$1	$2,760	$2,962	$669	$752	$8,697
Balance (in shares) at Dec. 31, 2007	7,762,500	121,225,963
Comprehensive income-
Net (loss) income				1,274		232	1,506
Other comprehensive income (loss):
Foreign exchange translation adjustment, net of tax expense					(416)	(47)
Unrealized gains (losses) on commodity futures and foreign exchange contracts, net of tax (expense) benefit					(27)
Unrealized investment gains (losses), net of tax (expense) benefit					(5)
Reclassification of realized net (gains) losses to net income, net of tax (benefit) expense					(7)
Total comprehensive income					(455)	(47)	(502)
SFAS No. 158 measurement date adjustment, net of tax benefit of $2				(4)			(4)
Dividends on common shares				(64)			(64)
Dividends on preference shares				(71)			(71)
Dividends to noncontrolling interest on subsidiary common stock						(159)	(159)
Capital contribution related to exchange of subsidiaries stock in connection with merger of subsidiaries			13			(40)	(27)
Capital contribution from noncontrolling interest						22	22
Gain on sale of interest in subsidiary			13				13
Stock-based compensation expense			56				56
Issuance of common shares:
-conversion of mandatory preference shares (in shares)	(45)	369
-stock options and award plans, net of shares withheld for taxes			3				3
-stock options and award plans, net of shares withheld for taxes (in shares)		399,139
Balance at Sep. 30, 2008	1,553	1	2,845	4,097	214	760	9,470
Balance (in shares) at Sep. 30, 2008	7,762,455	121,625,471
Issuance of common shares:
Balance at Dec. 31, 2008	1,553	1	2,849	3,844	(811)	692	8,128
Balance (in shares) at Dec. 31, 2008	7,762,455	121,632,456
Comprehensive income-
Net (loss) income				350		(7)	343
Other comprehensive income (loss):
Foreign exchange translation adjustment, net of tax expense					996	169
Unrealized gains (losses) on commodity futures and foreign exchange contracts, net of tax (expense) benefit					30
Unrealized investment gains (losses), net of tax (expense) benefit					2
Reclassification of realized net (gains) losses to net income, net of tax (benefit) expense					56
Pension adjustment, net of tax of $5					(4)	(6)
Total comprehensive income					1,080	163	1,243
Dividends on common shares				(74)			(74)
Dividends on preference shares	0			(39)			(39)
Dividends to noncontrolling interest on subsidiary common stock						(17)	(17)
Return of capital to noncontrolling interest						(43)	(43)
Capital contribution from noncontrolling interest						78	78
Consolidation of subsidiary						5	5
Purchase of additional shares in subsidiary from noncontrolling interest			(4)				(4)
Stock-based compensation expense			16				16
Issuance of common shares:
-public equity offering			761				761
-public equity offering (in shares)		12,000,000
-stock options and award plans, net of shares withheld for taxes			(4)				(4)
-stock options and award plans, net of shares withheld for taxes (in shares)		443,478
Balance at Sep. 30, 2009	$1,553	$1	$3,618	$4,081	$269	$871	$10,393
Balance (in shares) at Sep. 30, 2009	7,762,455	134,075,934

4_CONDENSED CONSOLIDATED STATEM

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) (USD $)
In Millions	9 Months Ended Sep. 30, 2009	9 Months Ended Sep. 30, 2008
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Foreign exchange translation adjustment, tax expense	$0	$0
Unrealized gains (losses) on commodity futures and foreign exchange contracts, tax (expense) benefit	(11)	13
Unrealized investment gains (losses), tax (expense) benefit	(1)	2
Reclassification of realized net losses (gains) to net income, tax (benefit) expense	(30)	5
Pension adjustment, tax	5
SFAS No. 158 measurement date adjustment, tax benefit		$2

BASIS OF PRESENTATION

BASIS OF PRESENTATION
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION	1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Bunge Limited and its subsidiaries (Bunge) have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and the instructions to Form10-Q and Article10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (Exchange Act). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included. The consolidated balance sheet at December31, 2008 has been derived from Bunges audited consolidated financial statements at that date. Operating results for the three and nine months ended September30, 2009 are not necessarily indicative of the results to be expected for the year ending December31, 2009. The financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December31, 2008, forming part of Bunges 2008 Annual Report on Form10-K included in Bunges Current Report on Form8-K filed with the Securities and Exchange Commission (SEC) on June4, 2009. Reclassifications Certain reclassifications were made to the prior period condensed consolidated financial statements to conform to the current period presentation, relating to Bunges adoption of a Financial Accounting Standards Board (FASB) issued standard, which established accounting and reporting guidance for noncontrolling interest in subsidiaries and for the deconsolidation of subsidiaries.

NEW ACCOUNTING PRONOUNCEMENTS

NEW ACCOUNTING PRONOUNCEMENTS
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NEW ACCOUNTING PRONOUNCEMENTS	2. NEW ACCOUNTING PRONOUNCEMENTS Adoption of New Accounting Pronouncements In June2009, the FASB issued its Accounting Standards Codification (ASC) 105 (formerly Statement of Financial Accounting Standards (SFAS) No.168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No.162), which became the source of authoritative U.S. generally accepted accounting principles (U.S. GAAP) recognized by the FASB to be applied by nongovernmental entities. Rulesand interpretive releases of the SEC under authority of federal securities law are also sources of authoritative U.S. GAAP for SEC registrants. The ASC became effective for the financial statements issued for interim and annual periods ending after September15, 2009 and superseded all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the ASC will become nonauthoritative. The FASB will not issue new standards in the form of Statements (SFASs) FASB Staff Positions (FSPs) or Emerging Issues Task Force Abstracts (EITFs), but rather it will issue Accounting Standards Updates (ASUs). FASB will not consider the ASUs as authoritative in their own right as they will only serve to update the ASC, provide background information about guidance and provide the bases for conclusions on the changes in the ASC. Bunge has adopted the ASC effective for its September30, 2009 quarterly report on Form10-Q and has revised the disclosure of the U.S. GAAP source references in its financial reporting upon such adoption. Bunge adopted the provisions of a FASB issued standard prospectively for its quarter ended June30, 2009, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued (for public companies) or are available to be issued. This standard defines two types of subsequent events, recognized or nonrecognized, and requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date (i.e., the date the financial statements were issued or available to be issued). This standard is effective prospectively for interim or annual financial periods ending after June15, 2009. See Note 17 of the notes to the condensed consolidated financial statements. In April2009, the FASB issued a standard that provides additional guidance on estimating fair value when the volume and level of activity for an asset or liability have significantly decreased in relation to normal market activity for the asset or liability within the scope of previously issued guidance This standard also provides additional guidance on circumstances which may indicate that a transaction is not orderly (emphasizing that an orderly transaction is not a forced transaction, such as a liquidation or distressed sale). This standard amends previously issued guidance to require interim disclosures of the inputs and valuation techniques used to measure fair value reflecting changes in the valuation techniques and related inputs, if any, on

INVENTORIES

INVENTORIES
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
INVENTORIES	3. INVENTORIES Inventories consist of the following: (US$in millions) September30, 2009 December31, 2008 Agribusiness Readily marketable inventories at fair value (1) $ 2,529 $ 2,619 Fertilizer (2) 1,179 1,875 Edible oils (3) 362 444 Milling (3) 93 113 Other (4) 672 602 Total $ 4,835 $ 5,653 (1) Readily marketable inventories are agricultural commodity inventories that are readily convertible to cash because of their commodity characteristics, widely available markets and international pricing mechanisms. (2) Fertilizer inventories carried at lower of cost or market. (3) Includes readily marketable inventories at fair value in the aggregate amount of $39million and $122million at September30, 2009 and December31, 2008, respectively. (4) Agribusiness inventories carried at lower of cost or market.

OTHER CURRENT ASSETS

OTHER CURRENT ASSETS
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OTHER CURRENT ASSETS	4. OTHER CURRENT ASSETS Other current assets consist of the following: (US$in millions) September30, 2009 December31, 2008 Prepaid commodity purchase contracts(1) $ 175 $ 115 Secured advances to suppliers(2) 262 423 Unrealized gain on derivative contracts 1,513 1,810 Recoverable taxes(3) 498 518 Margin deposits (4) 648 301 Marketable securities 7 14 Other 790 720 Total $ 3,893 $ 3,901 (1) Prepaid commodity purchase contracts represent advance payments for obligations to producers for future delivery of specified quantities of agricultural commodities. Prepaid commodity purchase contracts are recorded at fair value based on market prices of the underlying agricultural commodities. (2) Bunge provides cash advances to suppliers, primarily Brazilian farmers of soybeans and other agricultural commodities, to finance a portion of the suppliers production costs. These advances are strictly financial in nature. While Bunge is exposed to credit risk in connection with these advances, Bunge does not bear any of the costs or risks associated with the related growing crops. The advances are largely collateralized by future crops and physical assets of the suppliers, carry a local market interest rate and settle when the farmers crop is harvested and sold. In addition to current secured advances, Bunge has non-current secured advances to suppliers, primarily farmers in Brazil, in the amount of $270million and $253million at September30, 2009 and December31, 2008, respectively, which are included in other non-current assets in the condensed consolidated balance sheets. The repayment terms of the non-current secured advances generally range from two to three years. Included in the secured advances to suppliers recorded in other current assets are advances that were renegotiated from their original terms, equal to an aggregate of $44million and $46million at September30, 2009 and December31, 2008, respectively. Included in the secured advances to suppliers recorded in other non-current assets are advances that were renegotiated from their original terms, equal to an aggregate of $16million and $33million at September30, 2009 and December31, 2008, respectively. These renegotiated advances are largely collateralized by a farmers future crops and a mortgage or lien on the land, buildings and equipment. Also included in non-current secured advances to suppliers are advances for which Bunge has initiated legal action to collect the outstanding balance, equal to an aggregate of $235million and $182million at September30, 2009 and December31, 2008, respectively. The aggregate allowance for uncollectible advances totaled $60million and $37million at September30, 2009 and December31, 2008, respectively. Interest earned on secured advances to suppliers of $7million and $10million for the three months ended September30, 2009 and 2008, respectively, and $32million and $33million for the nine months ended September30, 2009 and 2008, respectively, is included in net sales in the condensed consolid

GOODWILL

GOODWILL
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
GOODWILL	5. GOODWILL At September30, 2009, the changes in the carrying value of goodwill by segment are as follows: (US$in millions) Agribusiness Edible Oil Products Milling Products Total Balance, December31, 2008 $ 269 $ 37 $ 19 $ 325 Acquired goodwill 3 3 Allocation of acquired goodwill (1) (12 ) (14 ) (26 ) Tax benefit on goodwill amortization (2) (4 ) (4 ) Foreign exchange translation 74 1 4 79 Balance, September30, 2009 $ 330 $ 38 $ 9 $ 377 (1) Bunge completed the purchase price allocation relating to the 2008 acquisition of a sugarcane milling business in Brazil, which it consolidates, for a total purchase price of $54 million. Bunge had preliminarily recognized $28 million of goodwill in its agribusiness segment as a result of this transaction. Upon the final 2009 valuation of the purchase price allocation, $12 million was allocated to property, plant and equipment, $6 million was allocated to intangible assets and $(6)million was allocated to deferred tax liabilities in its agribusiness segment. Bunge also completed the purchase price allocation relating to the 2008 acquisition of a wheat milling business in Brazil, which it consolidates, for a total purchase price of $17 million. Bunge had preliminarily recognized $14 million of goodwill in its milling products segment as a result of this transaction. Upon the final 2009 valuation of the purchase price allocation, $2 million was allocated to property, plant and equipment, $19 million was allocated to intangible assets and $(7)million was allocated to deferred tax liabilities in its milling products segment. (2) Bunges Brazilian subsidiarys tax deductible goodwill is in excess of its book goodwill. For financial reporting purposes, the tax benefits attributable to the excess tax goodwill are first used to reduce associated goodwill and then other intangible assets to zero, prior to recognizing any income tax benefit in the condensed consolidated statements of income.

OTHER CURRENT LIABILITIES

OTHER CURRENT LIABILITIES
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OTHER CURRENT LIABILITIES	6. OTHER CURRENT LIABILITIES Other current liabilities consist of the following: (US$in millions) September30, 2009 December31, 2008 Accrued liabilities $ 1,063 $ 1,110 Unrealized loss on derivative contracts 1,513 1,775 Advances on sales 285 261 Other 160 115 Total $ 3,021 $ 3,261

FINANCIAL INSTRUMENTS AND FAIR

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS	7. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Bunges various financial instruments include certain components of working capital such as cash and cash equivalents, trade accounts receivable and trade accounts payable. Additionally, Bunge uses short- and long-term debt to fund operating requirements and derivative instruments to manage its foreign exchange, interest rate, commodity price, freight and energy cost exposures. Bunge also uses derivative instruments to reduce volatility in its income tax expense that results from foreign exchange gains and losses on certain U.S. dollar-denominated loans in Brazil. Cash and cash equivalents, trade accounts receivable and accounts payable and short-term debt are stated at their carrying value, which is a reasonable estimate of fair value. For long-term debt, see Note 8 of the notes to the condensed consolidated financial statements. All derivative instruments and marketable securities are stated at fair value. Fair value is the price that would be received for an asset or paid to transfer a liability (an exit price) in Bunges principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Bunge determines the fair values of its readily marketable inventories, derivative contracts, and certain other assets based on the fair value hierarchy established in a FASB issued standard, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are inputs based on market data obtained from sources independent of the reporting entity that reflect the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are inputs that are developed based on the best information available in circumstances that reflect Bunges own assumptions based on market data and on assumptions that market participants would use in pricing the asset or liability. The standard describes three levels within its hierarchy that may be used to measure fair value. Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 1 assets and liabilities include exchange traded derivative contracts. Level 2: Observable inputs, including Level 1 prices (adjusted); quoted prices for similar assets or liabilities; quoted prices in markets that are less active than traded exchanges; and other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include readily marketable inventories and over-the-counter (OTC) commodity purchase and sales contracts and other OTC derivatives whose value is determined using pricing models with inputs that are generally based on exchange traded prices, adjusted for location specific inputs that are primarily observable in the market or can be derived principally from or corroborated by observable market data. Level 3: Unobservable inputs that are supported by little or no market activity and that are a significant component of the

SHORT- AND LONG-TERM DEBT

SHORT- AND LONG-TERM DEBT
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SHORT- AND LONG-TERM DEBT	8. SHORT- AND LONG-TERM DEBT Revolving credit facilities In June2009, Bunge entered into (i)a syndicated $645million, 364-day revolving credit agreement (the 364-day credit agreement) and (ii)a syndicated $1 billion, three-year revolving credit agreement (the three-year credit agreement and, together with the 364-day credit agreement, the credit agreements) with a number of lending institutions. The 364-day credit agreement matures on June2, 2010 and the three-year credit agreement matures on June1, 2012. The credit agreements replaced (i)the $850million revolving credit agreement that was scheduled to mature on November17, 2009 and (ii)the $850million revolving credit agreement that was scheduled to mature on June29, 2009, each of which was terminated in accordance with its respective terms on June3, 2009. Amounts due under the terminated credit agreements on the date of termination were repaid with the proceeds of its initial borrowings under the credit agreements. Borrowings under the credit agreements will bear interest at LIBOR plus the applicable margin (defined below) or the alternate base rate then in effect plus the applicable margin minus 1.00%. The margin applicable to either a LIBOR or alternate base rate borrowing will be based on the greater of (i)a per annum floor rate that varies between 2.00% and 4.50% under the 364-day credit agreement and between 3.00% and 5.50% under the three-year credit agreement, each based generally on the credit ratings of Bunges senior long-term unsecured debt and (ii)a per annum rate calculated as a percentage of the Markit CDX.NA.IG Series12 five-year credit default swap index (or successor index thereof) that varies between 85% and 175% each based generally on the credit ratings of Bunges senior long-term unsecured debt. Amounts under the credit agreements that remain undrawn are subject to a commitment fee payable quarterly on the average undrawn portion of the respective credit agreement at rates ranging from 0.375% to 1.00% under the 364-day credit agreement and from 0.75% to 2.00% under the three-year credit agreement, each varying based on the credit ratings of Bunges senior long-term unsecured debt. Senior notesIn June2009, Bunge completed the sale of $600million aggregate principal amount of unsecured senior notes (senior notes), which bear interest at 8.50% per year. The senior notes will mature on June15, 2019. The senior notes were issued by Bunges 100%-owned finance subsidiary, Bunge Limited Finance Corp, and are fully and unconditionally guaranteed by Bunge Limited. Interest on the senior notes is payable semi-annually in arrears in Juneand Decemberof each year, commencing in December2009. Bunge used the net proceeds from this offering, of approximately $595million after deducting underwriters commissions and offering expenses, to repay outstanding indebtedness. The fair value of Bunges long-term debt is based on interest rates currently available on comparable maturities to companies with credit standing similar to Bunge. The carrying amounts and fair value of long-term debt are as follows: September30, 2009 December31, 2008 (US$in millions) Carrying

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
RELATED PARTY TRANSACTIONS	9. RELATED PARTY TRANSACTIONS Bunge purchased soybeans, related soybean commodity products and other commodity products and fertilizer products from its unconsolidated joint ventures, which totaled $251 million and $305million for the three months ended September30, 2009 and 2008, respectively, and $770million and $831million for the nine months ended September30, 2009 and 2008, respectively. Bunge also sold soybean commodity products and other commodity products to these joint ventures, which totaled $122million and $75million for the three months ended September30, 2009 and 2008, respectively, and $441million and $184million for the nine months ended September30, 2009 and 2008. Bunge believes these transactions are recorded at values similar to those with third parties.

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
EMPLOYEE BENEFIT PLANS	10. EMPLOYEE BENEFIT PLANS U.S.-Pension Benefits Three Months Ended September30, Foreign-Pension Benefits Three Months Ended September30, (US$in millions) 2009 2008 2009 2008 Service cost $ 3 $ 2 $ 1 $ 1 Interest cost 5 5 9 9 Expected return on plan assets (5) (5) (9) (10) Amortization of prior service cost 1 Amortization of net loss (gain) 2 1 (1) Net periodic benefit cost $ 5 $ 3 $ $ 1 U.S.-Pension Benefits Nine Months Ended September30, Foreign-Pension Benefits Nine Months Ended September30, (US$in millions) 2009 2008 2009 2008 Service cost $ 9 $ 8 $ 2 $ 3 Interest cost 16 15 27 27 Expected return on plan assets (16 ) (15) (28) (29) Amortization of prior service cost 1 1 1 Amortization of net loss (gain) 3 1 (2) Net periodic benefit cost $ 13 $ 10 $ (1) $ 2 U.S.-PostretirementBenefits ThreeMonthsEnded September30, Foreign-PostretirementBenefits ThreeMonthsEnded September30, (US$in millions) 2009 2008 2009 2008 Service cost $ $ $ 1 $ Interest cost 2 1 Amortization of net loss (gain) Net periodic benefit cost $ $ $ 3 $ 1 U.S.-PostretirementBenefits NineMonthsEnded September30, Foreign-PostretirementBenefits| NineMonthsEnded September30, (US$in millions) 2009 2008 2009 2008 Service cost $ $ $ 1 $ 1 Interest cost 1 1 6 2 Amortization of net loss (gain) Net periodic benefit cost $ 1 $ 1 $ 7 $ 3 In the nine months ended September30, 2009, Bunge made contributions totaling approximately $37million and approximately $6 million to its U.S. and foreign defined benefit pension plans, respectively. In the nine months ended September30, 2008, Bunge made contributions totaling approximately $23million and approximately $7million to its U.S. and foreign defined benefit pension plans, respectively. In the nine months ended September30, 2009, Bunge made contributions totaling approximately $2million and approximately $5million to its U.S. and to its foreign postretirement benefit plans, respectively. In the nine months ended September30, 2008, Bunge made contributions totaling approximately $1 million and approximately $4million to its U.S. and to its foreign postretirement benefit plans, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
COMMITMENTS AND CONTINGENCIES	11. COMMITMENTS AND CONTINGENCIES Bunge is party to a large number of claims and lawsuits, primarily tax and labor claims in Brazil, arising in the normal course of business. Bunge records liabilities related to its general claims and lawsuits when the exposure item becomes probable and can be reasonably estimated. After taking into account the liabilities recorded for the foregoing matters, management believes that the ultimate resolution of such matters will not have a material adverse effect on Bunges financial condition, results of operations or liquidity. Included in other non-current liabilities at September30, 2009 and December31, 2008 are the following accrued liabilities: (US$in millions) September30, 2009 December31, 2008 Tax claims $ 149 $ 156 Labor claims 107 78 Civil and other claims 115 97 Total $ 371 $ 331 Tax Claims The tax claims relate principally to claims against Bunges Brazilian subsidiaries, including primarily value-added tax claims (ICMS, IPI, PIS and COFINS). The determination of the manner in which various Brazilian federal, state and municipal taxes apply to the operations of Bunge is subject to varying interpretations arising from the complex nature of Brazilian tax law. Labor Claims The labor claims relate principally to claims against Bunges Brazilian subsidiaries. The labor claims primarily relate to dismissals, severance, health and safety, salary adjustments and supplementary retirement benefits. Civil and Other The civil and other claims relate to various disputes with suppliers, customers and other third parties. GuaranteesBunge has issued or was a party to the following guarantees at September30, 2009: (US$in millions) Maximum Potential Future Payments Customer financing (1) $ 142 Unconsolidated affiliates financing (2) 13 Total $ 155 (1) Bunge has issued guarantees to third parties in Brazil related to amounts owed these third parties by certain of Bunges customers. The terms of the guarantees are equal to the terms of the related financing arrangements, which are generally one year or less, with the exception of guarantees issued under certain Brazilian government programs, primarily from 2006, where terms are up to five years. In the event that the customers default on their payments to the third parties and Bunge would be required to perform under the guarantees, Bunge has obtained collateral from the customers. At September30, 2009, Bunge had approximately $104million of tangible property that had been pledged to Bunge as collateral against certain of these refinancing arrangements. Bunge evaluates the likelihood of the customer repayments of the amounts due under these guarantees based upon an expected loss analysis and records the fair value of such guarantees as an obligation in its consolidated financial statements. The fair value of these guarantees at September30, 2009 was not significant. (2) Bunge issued guarantees to certain financial institutions related to debt of its unconsolidated joint ventures in Argentina, which are its unco

COMPREHENSIVE INCOME

COMPREHENSIVE INCOME (LOSS)
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
COMPREHENSIVE INCOME (LOSS)	12. COMPREHENSIVE INCOME (LOSS) The following table summarizes the components of comprehensive income (loss): Three Months Ended September30, Nine Months Ended September30, (US$in millions) 2009 2008 2009 2008 Net income $ 197 $ 324 $ 343 $ 1,506 Other comprehensive income (loss): Foreign exchange translation adjustment, net of tax expense of $0 468 (1,063) 1,165 (463 ) Unrealized (losses) gains on commodity futures and foreign exchange contracts designated as cash flow hedges, net of tax benefit (expense) of $1, $11 (2009) and $(26), $13 (2008) (2) (54) 30 (27 ) Unrealized gains (losses) on investments, net of tax benefit (expense) of $0, $(1)(2009) and $0, $2 (2008) 2 (5 ) Reclassification of realized net losses (gains) to net income, net of tax of (benefit) expense $(5), $(30) (2009) and $(2), $5 (2008) 25 4 56 (7 ) Pension adjustment, net of tax of $5 (10 ) Total comprehensive income (loss) 688 (789) 1,586 1,004 Less: Comprehensive (income) loss attributable to noncontrolling interest (35) 37 (156 ) (185 ) Total comprehensive income (loss) attributable to Bunge $ 653 $ (752) $ 1,430 $ 819

EARNINGS PER COMMON SHARE

EARNINGS PER COMMON SHARE
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
EARNINGS PER COMMON SHARE	13. EARNINGS PER COMMON SHARE Basic earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding, excluding any dilutive effects of stock options, restricted stock unit awards, convertible preference shares and convertible notes during the reporting period. Diluted earnings per share is computed similar to basic earnings per share, except that the weighted-average number of common shares outstanding is increased to include additional shares from the assumed exercise of stock options, restricted stock unit awards and convertible securities and notes, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options, except those that are not dilutive, were exercised and that the proceeds from such exercises were used to acquire common shares at the average market price during the reporting period. In addition, Bunge accounts for the effects of convertible securities and convertible notes, using the if-converted method. Under this method, the convertible securities and convertible notes are assumed to be converted and the related dividend or interest expense, net of tax is added back to earnings, if dilutive. In August2009, Bunge sold 12,000,000 common shares of Bunge Limited in a public equity offering, including the exercise in full of the underwriters over-allotment option, for which it received net proceeds of approximately $761 million after deducting underwriting discounts, commissions and expenses. Bunge used the net proceeds of this offering to repay indebtedness and for other general corporate purposes. Bunge has 862,455 mandatory convertible preference shares outstanding as of September30, 2009. Each mandatory convertible preference share has a liquidation preference of $1,000 per share. On the mandatory conversion date of December1, 2010, each mandatory convertible preference share will automatically convert into between 8.2246 and 9.7051 of Bunge Limited common shares, subject to certain specified anti-dilution adjustments, depending on the average daily volume-weighted average price per common share over the 20-trading day period ending on the third trading day prior to such date. At any time prior to December1, 2010, holders may elect to convert the mandatory convertible preference shares at the conversion rate of 8.2246, subject to certain specified anti-dilution adjustments (which represents 7,093,347 Bunge Limited common shares as of September30, 2009). In addition, Bunge has 6,900,000 convertible perpetual preference shares outstanding as of September30, 2009. Each convertible preference share has an initial liquidation preference of $100 per share and each convertible preference share is convertible, at any time at the holders option into approximately 1.0861 Bunge Limited common shares based on a conversion price of $92.0704 per convertible preference share, subject in each case to certain specified anti-dilution adjustments (which represents 7,494,090 Bunge Limited common shares as of September30, 2009). The following table sets forth the computation of basic and diluted earnin

INCOME TAXES

INCOME TAXES
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
INCOME TAXES	14. INCOME TAXES Bunges effective tax rate for the nine months ended September30, 2009 was a benefit of 19%, resulting primarily from lower pre-tax earnings in higher tax jurisdictions, particularly related to the fertilizer business in Brazil. In addition, in the nine months ended September30, 2009 Bunge recognized certain tax benefits of approximately $25 million primarily related to the reversal of a valuation allowance at a European subsidiary and the receipt of a favorable ruling in Brazil regarding an uncertain tax position.

TRANSFERS

TRANSFERS (TO) FROM NONCONTROLLING INTERESTS
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
TRANSFERS (TO) FROM NONCONTROLLING INTERESTS	15. TRANSFERS (TO) FROM NONCONTROLLING INTERESTS In the nine months ended September30, 2009, certain third party investors in a private investment fund consolidated by Bunge redeemed their shares in the fund. The shares were valued at $43million and represented 51% of the outstanding shares of the fund and 100% of the ownership interest of these investors in the fund. Additionally, the investors received $8million of dividends, which represented their share of the cumulative earnings of the fund. This transaction resulted in Bunges ownership interest in the fund increasing from 16% at December31, 2008 to 31% at September30, 2009. During the nine months ended September30, 2009, certain of Bunges Brazilian subsidiaries, which are primarily involved in its sugar businesses, received approximately $52 million in capital contributions from noncontrolling interests. Bunge made proportionate capital contributions to these subsidiaries, which resulted in no ownership percentage change. In the nine months ended September30, 2009, Bunge entered into a joint venture to build and operate a grain terminal in Longview, Washington, U.S. Bunge has a 51% controlling interest in the joint venture. Bunge received $22million of capital contributions from the noncontrolling interests for a 49% interest, of which $5million was the initial noncontrolling equity interest upon consolidation by Bunge of this joint venture. In the nine months ended September30, 2008, certain of Bunges Brazilian subsidiaries, which are primarily involved in its sugar businesses, received approximately $22 million as initial capital contributions from noncontrolling interests for a 20% interest in these subsidiaries. In addition, during the nine months ended September30, 2008, Bunge recorded a capital contribution of $13million in additional paid-in capital as a result of a final purchase price adjustment relating to the merger of its subsidiaries in Poland. In the merger, Bunge exchanged 18% of the stock of one of its subsidiaries for additional ownership interests in certain non-wholly owned subsidiaries and affiliates, resulting in consolidation of all of these entities by Bunge.

SEGMENT INFORMATION

SEGMENT INFORMATION
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEGMENT INFORMATION	16. SEGMENT INFORMATION Bunge has four reportable segments agribusiness, fertilizer, edible oil products and milling products that are organized based upon similar economic characteristics and are similar in nature of products and services offered, the nature of production processes, the type and class of customer and distribution methods. The agribusiness segment is characterized by both inputs and outputs being agricultural commodities and thus high volume and low margin. The activities of the fertilizer segment include raw material mining, mixing fertilizer components and marketing products. The edible oil products segment involves the manufacturing and marketing of products derived from vegetable oils. The milling products segment involves the manufacturing and marketing of products derived primarily from wheat and corn. The Other column in the following table contains the reconciliation between the totals for reportable segments and Bunge consolidated totals, which consists primarily of corporate items not allocated to the operating segments or inter-segment eliminations. Transfers between the segments are generally valued at market. The revenues generated from these transfers are shown in the following table as Inter-segment revenues. Operating Segment Information (US$ in millions) Three Months Ended September30, 2009 Agribusiness Fertilizer Edible Oil Products Milling Products Other(1) Total Net sales to external customers $ 8,133 $ 1,190 $ 1,572 $ 403 $ $ 11,298 Intersegment revenues 807 4 30 1 (842 ) Gross profit (loss) 353 (162 ) 112 40 343 Foreign exchange gains (losses) 108 60 2 (1 ) 169 Equity in earnings of affiliates (1 ) 1 Noncontrolling interest (2 ) 54 (2 ) (15 ) 35 Other income (expense) net (1 ) (3 ) 1 (1 ) (4 ) Segment EBIT (2) 294 (127 ) 35 7 209 Depreciation, depletion and amortization (50 ) (40 ) (18 ) (11 ) (119 ) Three Months Ended September30, 2008 Net sales to external customers $ 10,152 $ 1,899 $ 2,232 $ 514 $ $ 14,797 Intersegment revenues 2,072 36 40 2 (2,150 ) Gross profit 534 543 84 48 1,209 Foreign exchange (losses) (192 ) (270 ) (9 ) (471 ) Equity in earnings of affiliates 7 2 4 1 14 Noncontrolling interest (6 ) (112 ) (4 ) 32 (90 ) Other income (expense) net 1 (1 ) (2 ) 1 (1 ) Segment EBIT (2) 170 84 (29 ) 22 247 Depreciation, depletion and amortization (48 ) (44 ) (20 ) (5 ) (117 ) Nine Months Ended September30, 2009 Net sales to external customers $

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SUBSEQUENT EVENTS	17. SUBSEQUENT EVENTS On October16, 2009 Bunge acquired the European margarine businesses of Raisio plc for approximately 80million euros. The acquisition includes two margarine production plants and a portfolio of brands. As of November9, 2009, Bunge is in the process of determining the value of assets, liabilities, and any associated goodwill and intangibles acquired. In addition, on October9, 2009, Bunge announced that its Board of Directors had approved a regular quarterly cash dividend of $0.21 per common share. The dividend will be payable on December2, 2009 to common shareholders of record on November18, 2009. Bunge also announced on October9, 2009 that it will pay a quarterly cash dividend of $1.21875 per share on our cumulative convertible perpetual preference shares and $12.8125 per share on our cumulative mandatory convertible preference shares, in each case on December1, 2009 to convertible preference shareholders of record on November15, 2009. November9, 2009, the issuance date of Bunges condensed consolidated financial statements as of and for the three and nine months ended September30, 2009, is the cutoff date for subsequent events disclosure in this Current Report on Form10-Q.

Document and Entity Information

Document and Entity Information (USD $)
In Millions, except Share data	9 Months Ended Sep. 30, 2009	Nov. 02, 2009	Jun. 30, 2008
Document and Entity Information
Entity Registrant Name	Bunge LTD
Entity Central Index Key	0001144519
Document Type	10-Q
Document Period End Date	2009-09-30
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$12,940
Entity Common Stock, Shares Outstanding		134,081,548