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

FORM 10-Q

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

For the quarterly period ended March 31, 2010

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

50 Main Street, White Plains, New York		10606
(Address of principal executive offices)		(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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o
(Do not check if a smaller
reporting company)

Smaller reporting company
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 x

As of May 3, 2010 the number of common shares issued and outstanding of the registrant was:

Common shares, par value $.01: 144,155,479

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BUNGE LIMITED

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PART I— FINANCIAL INFORMATION

Item 1. – Financial Statements (Unaudited)

Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2010 and 2009		2

Condensed Consolidated Balance Sheets at March 31, 2010 and December 31, 2009		3

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009		4

Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, 2010 and 2009		5

Notes to the Condensed Consolidated Financial Statements		7

Cautionary Statement Regarding Forward Looking Statements		32

Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations		32

Item 3. – Quantitative and Qualitative Disclosures About Market Risk		49

Item 4. – Controls and Procedures		52

PART II— INFORMATION

Item 1. – Legal Proceedings		53

Item 1A. – Risk Factors		53

Item 2. – Unregistered Sales of Equity Securities and Use of Proceeds		54

Item 3. – Defaults Upon Senior Securities		54

Item 4. – [Reserved]		54

Item 5. – Other Information		54

Item 6. – Exhibits		54

Signatures		55

Exhibit Index		E-1

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PART I— FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(U.S. dollars in millions, except per share data)

	Three Months Ended March 31,
	2010			2009
Net sales	$	10,345		$	9,198
Cost of goods sold	(9,800		)	(9,063		)

Gross profit	545			135
Selling, general and administrative expenses	(347		)	(294		)
Interest income	19			36
Interest expense	(78		)	(67		)
Foreign exchange losses	(50		)	(19		)
Other income (expense) – net	—			(7		)

Income (loss) from operations before income tax	89			(216		)
Income tax (expense) benefit	(9		)	34

Income (loss) from operations after income tax	80			(182		)
Equity in earnings of affiliates	—			6

Net income (loss)	80			(176		)
Net income attributable to noncontrolling interest	(17		)	(19		)

Net income (loss) attributable to Bunge	63			(195		)
Convertible preference share dividends	(19		)	(19		)

Net income (loss) available to Bunge common shareholders	$	44		$	(214	)

Earnings (loss) per common share – basic (Note 18)
Earnings (loss) to Bunge common shareholders	$	0.31		$	(1.76	)

Earnings (loss) per common share – diluted (Note 18)
Earnings (loss) to Bunge common shareholders	$	0.31		$	(1.76	)

Dividends per common share	$	0.21		$	0.19

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

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BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(U.S. dollars in millions, except share data)

	March 31, 2010		December 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	473	$	553
Trade accounts receivable (less allowance of $198 and $192)		2,368		2,363
Inventories (Note 5)		3,890		4,862
Deferred income taxes		244		506
Current assets held for sale (Note 4)		1,055		—
Other current assets (Note 6)		3,327		3,499
Total current assets		11,357		11,783
Property, plant and equipment, net		4,653		5,347
Goodwill (Note 7)		991		427
Other intangible assets, net (Note 8)		205		170
Investments in affiliates		586		622
Deferred income taxes		948		979
Non-current assets held for sale (Note 4)		1,964		—
Other non-current assets		1,846		1,958
Total assets	$	22,550	$	21,286
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	355	$	166
Current portion of long-term debt		288		31
Trade accounts payable		3,285		3,275
Deferred income taxes		95		100
Current liabilities held for sale (Note 4)		533		—
Other current liabilities (Note 10)		2,373		2,635
Total current liabilities		6,929		6,207
Long-term debt		3,544		3,618
Deferred income taxes		112		183
Non-current liabilities held for sale (Note 4)		308		—
Other non-current liabilities		784		913

Commitments and contingencies (Note 15)

Shareholders’ equity:
Mandatory convertible preference shares, par value $.01; authorized – 862,500; issued and outstanding: 2010 and 2009 – 862,455 shares (liquidation preference $1,000 per share)		863		863
Convertible perpetual preference shares, par value $.01; authorized issued and outstanding: 2010 and 2009 – 6,900,000 shares (liquidation preference $100 per share)		690		690
Common shares, par value $.01; authorized – 400,000,000 shares; issued and outstanding: 2010 – 144,152,871 shares, 2009 – 134,096,906 shares		1		1
Additional paid-in capital		4,196		3,625
Retained earnings		4,008		3,996
Accumulated other comprehensive income (loss)		229		319
Total Bunge shareholders’ equity		9,987		9,494
Noncontrolling interest		886		871
Total equity		10,873		10,365
Total liabilities and shareholders’ equity	$	22,550	$	21,286

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

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BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(U.S. dollars in millions)

	Three Months Ended March 31,
	2010			2009
OPERATING ACTIVITIES
Net income (loss)	$	80		$	(176	)
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Foreign exchange loss on debt	93			120
Impairment of assets	12			—
Bad debt expense	11			8
Depreciation, depletion and amortization	102			95
Stock-based compensation expense	6			10
Recoverable taxes provision	4			15
Deferred income taxes	(39		)	(133		)
Equity in earnings of affiliates	—			(6		)
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Trade accounts receivable	(380		)	374
Inventories	632			603
Prepaid commodity purchase contracts	(25		)	(34		)
Secured advances to suppliers	31			44
Trade accounts payable	434			(1,155		)
Advances on sales	65			(16		)
Unrealized net gain/loss on derivative contracts	(304		)	265
Margin deposits	166			17
Accrued liabilities	145			(136		)
Other—net	(273		)	(258		)
Cash provided by (used for) operating activities	760			(363		)
INVESTING ACTIVITIES
Payments made for capital expenditures	(287		)	(112		)
Acquisitions of businesses (net of cash acquired)	(133		)	(4		)
Related party loans	(15		)	(52		)
Proceeds from investments	52			30
Proceeds from disposal of property, plant and equipment	2			1
Change in restricted cash	—			(28		)
Cash used for investing activities	(381		)	(165		)
FINANCING ACTIVITIES
Net change in short-term debt with maturities of 90 days or less	36			(38		)
Proceeds from short-term debt with maturities greater than 90 days	170			507
Repayments of short-term debt with maturities greater than 90 days	(514		)	(328		)
Proceeds from long-term debt	129			98
Repayment of long-term debt	(107		)	(133		)
Proceeds from sale of common shares	1			—
Dividends paid to preference shareholders	(19		)	(19		)
Dividends paid to common shareholders	(30		)	(23		)
Dividends paid to noncontrolling interest	—			(8		)
Other	13			(26		)
Cash (used for) provided by financing activities	(321		)	30
Effect of exchange rate changes on cash and cash equivalents	—			(8		)
Net increase (decrease) in cash and cash equivalents	58			(506		)
Cash related to assets held for sale	(138		)	—
Cash and cash equivalents, beginning of period	553			1,004
Cash and cash equivalents, end of period	$	473		$	498

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

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BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(U.S. dollars in millions, except share data)

	Convertible Preference Shares		Common Shares		Additional Paid-in	Retained	Accumulated Other Comprehensive	Non - Controlling	Total	Comprehensive
	Shares	Amount	Shares	Amount	Capital	Earnings	Income (Loss)	Interest	Equity	Income (Loss)
Balance, January 1, 2009	7,762,455	$1,553	121,632,456	$1	$2,849	$3,844	$(811)	$692	$8,128
Comprehensive (loss) income—2009:
Net (loss) income	—	—	—	—	—	(195)	—	19	(176)	$(176)
Other comprehensive income (loss):
Foreign exchange translation adjustment, net of tax expense of $0	—	—	—	—	—	—	(76)	(12)	(88)	(88)
Unrealized gains on commodity futures and foreign exchange contracts, net of tax expense of $8	—	—	—	—	—	—	14	—	14	14
Reclassification of realized net gains, net of tax of $1 to net (loss)	—	—	—	—	—	—	(1)	—	(1)	(1)
Pension adjustment, net of tax benefit $5	—	—	—	—	—	—	(4)	(6)	(10)	(10)
Total comprehensive loss	—	—	—	—	—	—	(67)	(18)		$(261)
Dividends on common shares	—	—	—	—	—	(46)	—	—	(46)
Dividends on preference shares	—	—	—	—	—	(19)	—	—	(19)
Dividends paid to noncontrolling interest on subsidiary common stock	—	—	—	—	—	—	—	(8)	(8)
Return of capital to noncontrolling interest	—	—	—	—	—	—	—	(43)	(43)
Capital contribution from noncontrolling interest	—	—	—	—	—	—	—	23	23
Purchase of additional shares in subsidiary from noncontrolling interest	—	—	—	—	(4)	—	—	—	(4)
Stock-based compensation expense	—	—	—	—	10	—	—	—	10
Issuance of common shares:
—stock options and award plans, net of shares withheld for taxes	—	—	376,293	—	(4)	—	—	—	(4)
Balance March 31, 2009	7,762,455	$1,553	122,008,749	$1	$2,851	$3,584	$(878)	$665	$7,776

(Continued on following page)

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BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(U.S. dollars in millions, except share data)

	Convertible Preference Shares		Common Shares		Additional Paid-in	Retained	Accumulated Other Comprehensive	Non -Controlling	Total	Comprehensive
	Shares	Amount	Shares	Amount	Capital	Earnings	Income (Loss)	Interest	Equity	Income (Loss)
Balance, January 1, 2010	7,762,455	$1,553	134,096,906	$1	$3,625	$3,996	$319	$871	$10,365
Comprehensive (loss) income—2010:
Net income	—	—	—	—	—	63	—	17	80	$80
Other comprehensive income (loss):
Foreign exchange translation adjustment, net of tax expense of $0	—	—	—	—	—	—	(96)	(18)	(114)	(114)
Unrealized gains on commodity futures and foreign exchange contracts, net of tax expense of $1	—	—	—	—	—	—	3	—	3	3
Reclassification of realized net losses, net of tax of $1 to net income	—	—	—	—	—	—	1	—	1	1
Other postretirement healthcare subsidy tax deduction adjustment	—	—	—	—	—	—	2	—	2	2
Total comprehensive loss	—	—	—	—	—	—	(90)	(1)		$(28)
Dividends on common shares	—	—	—	—	—	(32)	—	—	(32)
Dividends on preference shares	—	—	—	—	—	(19)	—	—	(19)
Capital contribution from noncontrolling interest	—	—	—	—	—	—	—	13	13
Initial consolidation of subsidiary	—	—	—	—	—	—	—	3	3
Stock-based compensation expense	—	—	—	—	6	—	—	—	6
Issuance of common shares:
—Business acquisition (Note 3)	—	—	9,718,632	—	570	—	—	—	570
—stock options and award plans, net of shares withheld for taxes	—	—	337,333	—	(5)	—	—	—	(5)
Balance March 31, 2010	7,762,455	$1,553	144,152,871	$1	$4,196	$4,008	$229	$886	$10,873

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

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 Form 10-Q and Article 10 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 December 31, 2009 has been derived from Bunge’s audited consolidated financial statements at that date. Operating results for the three months ended March 31, 2010 are not necessarily indicative of the results to be expected for the year ending December 31, 2010. The financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2009, forming part of Bunge’s 2009 Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 1, 2010.

Reclassifications — Certain reclassifications related to Bunge’s change in segments were made to the prior period condensed consolidated financial statements to conform to the current period presentation (see Note 19 of the notes to the condensed consolidated financial statements).

2. ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

Amendment to Consolidation — In June 2009, the FASB issued a standard that requires an enterprise to (1) determine whether an entity is a variable interest entity (VIE), (2) determine whether the enterprise has a controlling financial interest indicating it is a primary beneficiary of a VIE, which would result in the enterprise being required to consolidate the VIE in its financial statements, and (3) provide enhanced disclosures about the enterprise’s involvement in VIEs. As a result of the adoption of this standard on January 1, 2010, Bunge consolidated one of its agribusiness joint ventures (see Note 17 of notes to the condensed consolidated financial statements).

Accounting for Transfers of Financial Assets — In June 2009, the FASB issued a standard that amended a previously issued standard to improve the information reported in financial statements related to the transfer of financial assets and the effects of the transfers of such assets on the financial position, results from operations and cash flows of the transferor and a transferor’s continuing involvement, if any, with transferred financial assets. In addition, the amendment limits the circumstances in which a financial asset or a portion of a financial asset should be derecognized in the financial statements of the transferor when the transferor has not transferred the entire original financial asset. Upon adoption of this standard on January 1, 2010, all trade accounts receivables sold after that date under Bunge’s accounts receivable securitization programs (the “securitization programs”) are included in trade accounts receivable and the amounts outstanding under the securitization programs ($8 million at March 31, 2010) are accounted for as secured borrowings and are reflected as short-term debt on Bunge’s condensed consolidated balance sheet. In addition, while Bunge is analyzing potential changes in the arrangements under the securitization programs, Bunge reduced its utilization of the securitization programs during the three months ended March 31, 2010. As a result, the adoption of this standard did not have a material impact on Bunge’s financial position, results from operations or cash flows.

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3. BUSINESS ACQUISITIONS

Moema Acquisition — In February 2010, Bunge acquired a 100% interest in five Brazilian sugarcane mills in São Paulo and Minas Gerais states that were formerly part of the Moema Group through the acquisition of Usina Moema Patricpacãoes S.A. (Moema Par) and remaining interests in four mills that were not wholly-owned by Moema Par. We collectively refer to the acquired entities as Moema. The purchase consideration for the Moema acquisition was as follows:

(US$ in millions)
Fair value of Bunge Limited common shares issued		$570
Cash paid		51
Contingent purchase price at fair value		27
Total purchase price		$648

Bunge issued 9,718,632 of its common shares at the closing of the transaction with a fair value of $570 million and paid 97 million Brazilian reais in cash, which equated to approximately $51 million. In addition, included in other current liabilities in the condensed consolidated balance sheet at March 31, 2010 is $27 million representing a contingent liability pending determination of a post-closing purchase price adjustment, which is based on working capital and net debt of the acquired companies at closing under Brazilian generally accepted accounting principles. The final purchase price adjustment is expected to be settled in the second quarter of 2010.

Acquisition related expenses were $11 million and are included in selling, general and administrative expenses in the condensed consolidated statements of income for the three months ended March 31, 2010.

The table below includes Bunge’s preliminary assessment of the fair values of assets and liabilities acquired and related goodwill:

(US$ in millions)
Assets acquired:
Cash	$	3
Inventories	184
Other current assets	64
Property, plant and equipment	642
Intangible assets	44
Other long-term assets	100
Total assets		1,037
Liabilities acquired:
Short-term debt	(378)
Other current liabilities	(349)
Long-term debt	(177)
Other long-term liabilities	(30)
Total liabilities	(934)

Goodwill	545

Total purchase price	$	648

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Intangible assets consist of the following:

		Useful Life
(US$ in millions)
Land lease agreements	$43	7 years
Other	1	2-20 years
Total	$44

The fair value assigned to intangible assets associated with land lease agreements for the production of sugarcane was determined using the income approach. The fair value of the other intangibles was primarily determined using the market approach. The intangible assets have no expected residual value at the end of their useful lives and are subject to amortization on a straight-line basis. The fair values of tangible assets were derived using a combination of the income approach, the market approach and the cost approach as considered appropriate for the specific assets being valued. None of the acquired assets or liabilities will be measured at fair value on a recurring basis in periods subsequent to the initial recognition.

Moema is a party to a number of claims and lawsuits, primarily civil, labor and environmental claims arising out of the normal course of business. Included in other noncurrent liabilities is $13 million related to Moema’s probable contingencies.

Moema is included in the sugar and bioenergy segment and the goodwill from this acquisition has been assigned to that segment. The acquisition is expected to complement Bunge’s existing sugar milling and trading and merchandising activities. The acquisition increases Bunge’s presence in the sugar and sugarcane-based ethanol industry in Brazil, bringing Bunge’s total current annual sugarcane crushing capacity to approximately 20 million metric tons. The acquired mills form a cluster within a highly productive region for sugarcane in Brazil. The Moema management team’s experience in sugarcane agricultural and industrial processes is expected to complement Bunge’s expertise in trade and financial risk management. Bunge also expects synergies with its fertilizer business and logistics efficiencies from the acquisition. The goodwill of $545 million is deductible for tax purposes. In addition, the tax deductible goodwill exceeds the U.S. GAAP goodwill by approximately $59 million resulting in tax deductible goodwill of approximately $604 million. As a result, a deferred tax asset of approximately $30 million, relating to the excess tax deductible goodwill has been recorded in other long-term assets as part of the preliminary purchase price allocation. Final amounts will be determined upon settlement of the contingent purchase price.

Pro forma financial information is not presented for the three months ended March 31, 2009 because it is not practical to provide this information as Moema historically did not prepare quarterly financial statements and did not report results under U.S. GAAP.

Included in the condensed consolidated statements of income for the three months ended March 31, 2010 were net sales and income (loss) from operations before income taxes of $70 million and $(19) million, respectively, representing the results of Moema from the acquisition date through March 31, 2010.

Argentina Fertilizer Acquisition — On January 11, 2010, Bunge acquired the Argentine fertilizer business of Petrobras Energía S.A., a subsidiary of Petroleo Brasileiro S.A. (Petrobras), in its fertilizer segment for approximately $80 million. This acquisition expands Bunge’s presence in the Argentine retail fertilizer market allowing it to further develop synergies with its grain origination operations through the sale of products to farmers from whom it may purchase commodities. With the preliminary determination of the fair values of assets and liabilities acquired, $66 million of the purchase price was allocated to property, plant and equipment, $6 million to other current assets, $4 million to other intangible assets, primarily a non-compete agreement, and $4 million to goodwill.

Other — In 2010, Bunge finalized the purchase price allocation related to its 2009 acquisition of the European margarine businesses of Raisio plc. The purchase price was 81 million Euros in cash which equated to approximately $115 million, net of $5 million of cash received. Bunge had initially recognized $50 million as goodwill in its edible oil products segment related to this acquisition. Upon

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completion of acquisition accounting, goodwill was reduced by $4 million and $4 million was allocated to deferred tax liabilities.

4. BUSINESS DIVESTITURE

In January 2010, Bunge and two of its wholly owned subsidiaries entered into a definitive agreement (the Agreement) with Vale S.A., a Brazil-based global mining company (Vale), and an affiliate of Vale, pursuant to which Vale will acquire Bunge’s fertilizer nutrients assets in Brazil, including its interest in Fertilizantes Fosfatados S.A. (Fosfertil), for $3.8 billion in cash. The consideration is subject to a post-closing adjustment based on changes in working capital and net debt, as provided in the Agreement. The transaction is expected to close in the second quarter of 2010. All assets and liabilities that are subject to the Agreement were classified as held for sale at March 31, 2010.

The major classes of assets and liabilities held for sale included in our condensed consolidated balance sheet at March 31, 2010 are as follows:

(US$ in millions)	March 31, 2010
ASSETS
Cash	$	138
Receivables, net	111
Inventories	421
Deferred income taxes	264
Other current assets	121
Total current assets held for sale	1,055

Property, plant and equipment, net	1,516
Other intangible assets, net	9
Investments in affiliates	31
Deferred income taxes	124
Other non-current assets	284
Total non-current assets held for sale	1,964

Total assets held for sale	$	3,019
LIABILITIES
Short-term debt	$	49
Trade accounts payable	290
Deferred income taxes	15
Other current liabilities	179
Total current liabilities held for sale	533

Long-term debt	11
Deferred income taxes	119
Other non-current liabilities	178
Total non-current liabilities held for sale	308

Total liabilities held for sale	$	841

All assets and liabilities held for sale at March 31, 2010 are a component of the fertilizer segment.

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5. INVENTORIES

Inventories by segment are included in the table below. Readily marketable inventories refers to inventories that are readily convertible to cash because of their commodity characteristics, widely available markets and international pricing mechanisms.

(US$ in millions)	March 31, 2010		December 31, 2009
Agribusiness (1)	$	2,827	$	3,535
Sugar and Bioenergy (2)	189		89
Fertilizer (3)	397		749
Edible oil products (4)	368		371
Milling products (4)	109		118
Total	$	3,890	$	4,862

(1) Includes readily marketable agricultural commodity inventories carried at fair value of $2,482 and $3,197 at March 31, 2010 and December 31, 2009, respectively. All other agribusiness segment inventories are carried at lower of cost or market.

(2) Includes readily marketable sugar inventories of $26 million and $21 million at March 31, 2010 and December 31, 2009, respectively. Of these sugar inventories, $22 million and $21 million, respectively, are carried at fair value in our trading and merchandising business. Sugar and ethanol inventories in our industrial production business are carried at lower of cost or market.

(3) Fertilizer inventories are carried at lower of cost or market.

(4) Edible oil products and milling products inventories are generally carried at lower of cost or market, with the exception of readily marketable inventories of bulk soybean oil and corn, which are carried at fair value in the aggregate amount of $161 million and $162 million at March 31, 2010 and December 31, 2009, respectively.

6. OTHER CURRENT ASSETS

Other current assets consist of the following:

(US$ in millions)	March 31, 2010		December 31, 2009
Prepaid commodity purchase contracts (1)	$	199	$	110
Secured advances to suppliers (2)	232		275
Unrealized gains on derivative contracts at fair value	1,289		1,202
Recoverable taxes (3)	473		680
Margin deposits (4)	364		530
Marketable securities	19		15
Other	751		687
Total	$	3,327	$	3,499

(1) Prepaid commodity purchase contracts represent advance payments against fixed priced contracts for future delivery of specified quantities of agricultural commodities. These contracts are recorded at fair value based on prices of the underlying agricultural commodities.

(2) Bunge makes 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. 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 farmer’s crop is harvested and sold. In addition to current secured advances, Bunge has non-current secured advances to

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suppliers, primarily farmers in Brazil, in the amount of $306 million and $308 million at March 31, 2010 and December 31, 2009, respectively, net of allowance for uncollectible advances, which are included in other non-current assets in the condensed consolidated balance sheets. The allowance for uncollectible advances totaled $77 million and $75 million at March 31, 2010 and December 31, 2009, respectively. 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 $28 million and $36 million at March 31, 2010 and December 31, 2009, 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 $23 million and $20 million at March 31, 2010 and December 31, 2009, respectively. These renegotiated advances are largely collateralized by future crops and mortgages on assets such as 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 or obtain title to the assets pledged by the farmers as collateral, equal to an aggregate of $260 million and $264 million at March 31, 2010 and December 31, 2009, respectively. Collections being pursued through legal action largely reflect loans made for the 2006 and 2005 crop years.

Interest earned on secured advances to suppliers of $9 million and $16 million for the three months ended March 31, 2010 and 2009, respectively, is included in net sales in the condensed consolidated statements of income.

(3) Bunge has an additional recoverable taxes balance of $836 million and $769 million at March 31, 2010 and December 31, 2009, respectively, which is included in other non-current assets in the condensed consolidated balance sheets. The balance of current and non-current recoverable taxes is net of the allowance for recoverable taxes of $112 million and $164 million at March 31, 2010 and December 31, 2009, respectively.

(4) Margin deposits include U.S. treasury securities at fair value and cash.

7. GOODWILL

For the three months ended March 31, 2010, the changes in the carrying value of goodwill by segment are as follows:

(US$ in millions)	Agribusiness			Sugar and Bioenergy		Edible Oil Products			Milling Products			Fertilizer		Total
Balance, December 31, 2009	$	204		$130		$	83		$	10		$—		$427
Acquired goodwill (1)	—			545		—			—			4		549
Reallocation of acquired goodwill (1)	—			—		(4		)	—			—		(4	)
Tax benefit on goodwill amortization (2)	(1		)	—		—			—			—		(1	)
Foreign exchange translation	(4		)	26		(1		)	(1		)	—		20
Balance, March 31, 2010	$	199		$	701	$	78		$	9		$	4	$991

(1) See Note 3 of the notes to the condensed consolidated financial statements.

(2) Bunge’s Brazilian subsidiary’s 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.

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8. OTHER INTANGIBLE ASSETS

Other intangible assets, net consist of the following:

(US$ in millions)	March 31, 2010		December 31, 2009
Trademarks/brands, finite-lived	$124		$130
Licenses	12		12
Other	115		72
	251		214
Less accumulated amortization:
Trademarks/brands (1)	(48	)	(47	)
Licenses	(2	)	(2	)
Other	(23	)	(23	)
	(73	)	(72	)
Trademarks/brands, indefinite-lived	27		28
Intangible assets, net of accumulated amortization	$205		$170

(1) Bunge’s Brazilian subsidiary’s tax deductible goodwill in the agribusiness segment is in excess of its book goodwill. For financial reporting purposes, prior to recognizing any income tax benefit of tax deductible goodwill in excess of its book goodwill in the condensed consolidated statements of income and after the related book goodwill has been reduced to zero, any such remaining tax deductible goodwill in excess of its book goodwill is used to reduce other intangible assets to zero.

In the first quarter of 2010, Bunge assigned values totaling $48 million to other intangible assets acquired in business acquisitions, with $44 million and $4 million, respectively, in the sugar and bioenergy and fertilizer segments. Finite lives of these assets range from 2 and 20 years. (See Note 3 of the notes to the condensed consolidated financial statements). In addition, $9 million of other intangible assets, net has been reclassified to long-term assets held for sale (see Note 4 of notes to the condensed consolidated financial statements).

Aggregate amortization expense was $4 million and $2 million for the three months ended March 31, 2010 and 2009, respectively. The annual estimated aggregate amortization expense for 2010 is approximately $27 million with approximately $24 million estimated per year for 2011 through 2014.

9. IMPAIRMENT AND RESTRUCTURING CHARGES

Impairment — In the first quarter of 2010, Bunge recorded pretax non-cash impairment charges of $12 million in cost of goods sold in its consolidated statements of income, of which $10 million was allocated to its agribusiness segment and $2 million was allocated to its milling products segments, respectively, relating to the closure of an older, less efficient oilseed processing facility in the United States and a co-located corn oil extraction line. Declining results of operations at this facility due to local competitive pressures, as well as our additions of new, larger and better located facilities in recent years led management to decide to permanently close this facility. The fair values of the facility are not material and were determined internally by Bunge’s management.

Restructuring — In the first quarter of 2010, Bunge recorded pretax restructuring charges of $12 million in cost of goods sold related to its North American, European and Brazilian businesses. These charges consisted of termination benefit costs of $4 million each in the agribusiness and fertilizer segments and $1 million each in the edible oil products, milling products and sugar and bioenergy segments and other costs of $1 million in the agribusiness segment. Termination benefit costs in the agribusiness segment related to benefit obligations associated with approximately 90 employees related to the closure of the U.S. oilseed

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processing facility and the consolidation of management and administrative functions in Brazil. This management and administrative consolidation also impacted Bunge’s sugar and bioenergy, fertilizer, edible oil products and milling products segments. Termination benefit costs in our edible oil products segment also included 421 employees in the reorganization of certain of our operations in Europe. Substantially all of these costs will be paid in 2010 under severance plans that were defined and communicated in 2010. Funding for the payments will be provided by cash flows from operations.

10. OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

(US$ in millions)	March 31, 2010		December 31, 2009
Accrued liabilities	$	1,052	$	1,046
Unrealized losses on derivative contracts at fair value	1,051		1,250
Advances on sales	219		253
Other	51		86
Total	$	2,373	$	2,635

11. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Bunge’s 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 12 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 Bunge’s 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 under US GAAP, 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 Bunge’s 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.

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Level 3: Unobservable inputs that are supported by little or no market activity and that are a significant component of the fair value of the assets or liabilities. In evaluating the significance of fair value inputs, Bunge gives consideration to items that individually, or when aggregated with other inputs, generally represent more than 10% of the fair value of the assets or liabilities. For such identified inputs, judgments are required when evaluating both quantitative and qualitative factors in the determination of significance for purposes of fair value level classification and disclosure. Level 3 assets and liabilities include assets and liabilities whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as assets and liabilities for which the determination of fair value requires significant management judgment or estimation.

The following table sets forth by level Bunge’s assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2010 and December 31, 2009. Bunge’s exchange traded agricultural commodity futures are predominantly settled daily generally through its clearing subsidiary and therefore such futures are not included in the table below. Assets and liabilities are classified in their entirety based on the lowest level of input that is a significant component of the fair value measurement. The lowest level of input is considered Level 3. Bunge’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the classification of fair value assets and liabilities within the fair value hierarchy levels.

	Fair Value Measurements at Reporting Date Using
	March 31, 2010				December 31, 2009
(US$ in millions)	Level 1 (1)	Level 2 (2)	Level 3 (3)	Total	Level 1 (1)	Level 2 (2)	Level 3 (3)	Total
Assets:
Readily marketable inventories (Note 5)	$—	$2,311	$354	$2,665	$—	$3,271	$109	$3,380
Unrealized gain on designated derivative contracts (4):
Interest Rate	—	6	—	6	—	9	—	9
Foreign Exchange	—	12	—	12	—	11	—	11
Freight	—	—	—	—	—	—	—	—
Unrealized gain on undesignated derivative contracts (4):
Foreign Exchange	2	52	3	57	—	41	3	44
Commodities	187	858	85	1,130	34	905	94	1,033
Freight	—	54	9	63	—	68	8	76
Energy	1	23	11	35	10	22	13	45
Other (5)	175	17	—	192	138	16	—	154
Total assets	$365	$3,333	$462	$4,160	$182	$4,343	$227	$4,752
Liabilities:
Unrealized loss on designated derivative contracts (6):
Interest Rate	$—	$6	$—	$6	$—	$7	$—	$7
Foreign Exchange	—	98	—	98	—	123	—	123
Freight	1	—	—	1	—	—	—	—
Unrealized loss on undesignated derivative contracts (6):
Interest Rate	—	2	—	2	—	2	—	2
Foreign Exchange	—	40	—	40	7	15	—	22
Commodities	84	606	56	746	113	693	84	890
Freight	89	76	—	165	98	106	—	204
Energy	2	5	3	10	8	7	3	18
Total liabilities	$176	$833	$59	$1,068	$226	$953	$87	$1,266

(1) Quoted prices in active markets for identical assets.

(2) Significant other observable inputs.

(3) Significant unobservable inputs.

(4) Unrealized gains on designated and undesignated derivative contracts are generally included in other current assets. At March 31, 2010 and December 31, 2009, $6 million and $8 million, respectively, of designated and undesignated derivative contracts are included in other non-current assets.

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(5) Other assets include primarily the fair values of U.S. Treasury securities held as margin deposits.

(6) Unrealized losses on designated and undesignated derivative contracts are generally included in other current liabilities. At March 31, 2010 and December 31, 2009, $8 million and $8 million, respectively, of designated and undesignated derivative contracts are included in other non-current liabilities.

Derivatives — Exchange traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified within Level 1. Bunge’s forward commodity purchase and sale contracts are classified as derivatives along with other OTC derivative instruments relating primarily to freight, energy, foreign exchange and interest rates, and are classified with Level 2 or Level 3 as described below. Bunge estimates fair values based on exchange quoted prices, adjusted as appropriate for differences in local markets. These differences are generally valued using inputs from broker or dealer quotations, or market transactions in either the listed or OTC markets. In such cases, these derivative contracts are classified within Level 2. Changes in the fair values of these contracts are recognized in the consolidated financial statements as a component of cost of goods sold, foreign exchange gain or loss, other income (expense) or other comprehensive income (loss).

OTC derivative contracts include swaps, options and structured transactions that are valued at fair value and may be offset with similar positions in exchange traded markets. The fair values of OTC derivative instruments are determined using quantitative models that require the use of multiple market inputs including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets which are not highly active, other observable inputs relevant to the asset or liability, and market inputs corroborated by correlation or other means. These valuation models include inputs such as interest rates, prices and indices to generate continuous yield or pricing curves and volatility factors. Where observable inputs are available for substantially the full term of the asset or liability, the instrument is categorized in Level 2. Certain OTC derivatives trade in less active markets with less availability of pricing information and certain structured transactions can require internally developed model inputs that might not be observable in or corroborated by the market. When unobservable inputs have a significant impact on the measurement of fair value, the instrument is categorized in Level 3.

Bunge designates certain derivative instruments as fair value hedges or cash flow hedges and assesses, both at inception of the hedge and on an ongoing basis, whether derivatives that are designated as hedges are highly effective in offsetting changes in the hedged items or anticipated cash flows.

Readily marketable inventories—The majority of Bunge’s readily marketable inventories are valued at fair value. These agricultural commodity inventories are readily marketable, have quoted market prices and may be sold without significant additional processing. Bunge determines fair value based on quoted prices on exchange-traded futures contracts with appropriate adjustments for differences in local markets where the related inventories are located. Changes in the fair values of these inventories are recognized in the consolidated statements of income as a component of cost of goods sold.

Readily marketable inventories at fair value are valued based on commodity futures exchange quotations, broker or dealer quotations, or market transactions in either listed or OTC markets. In such cases, the inventory is classified within Level 2. Certain inventories may utilize significant unobservable data related to local market adjustments to determine fair value. In such cases, the inventory is classified as Level 3.

If Bunge used different methods or factors to determine fair values, amounts reported as unrealized gains and losses on derivative contracts and readily marketable inventories at fair value in the consolidated balance sheets and consolidated statements of income could differ. Additionally, if market conditions change subsequent to the reporting date, amounts reported in future periods as unrealized gains and losses on derivative contracts and readily marketable inventories in the consolidated balance sheets and consolidated statements of income could differ.

Level 3 Valuation — Bunge’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of assets and liabilities within the fair value hierarchy. In evaluating the significance of fair value inputs, Bunge gives consideration to items that individually, or when aggregated with other inputs, represent more than 10% of the fair value of the asset or

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liability. For such identified inputs, judgments are required when evaluating both quantitative and qualitative factors in the determination of significance for purposes of fair value level classification and disclosure. Because of differences in the availability of market pricing data over their terms, inputs for some assets and liabilities may fall into any one of the three levels in the fair value hierarchy or some combination thereof. While FASB guidance requires Bunge to classify these assets and liabilities in the lowest level in the hierarchy for which inputs are significant to the fair value measurement, a portion of that measurement may be determined using inputs from a higher level in the hierarchy.

Transfers in and/or out of Level 3 represent existing assets or liabilities that were either previously categorized as a higher level for which the inputs to the model became unobservable or assets and liabilities that were previously classified as Level 3 for which the lowest significant input became observable during the period. Bunge did not have significant transfers in and/or out of Level 3 during the three months ended March 31, 2010.

Level 3 Derivatives — The fair values of Level 3 derivative instruments are estimated using pricing information that is less observable. Level 3 derivative instruments utilize both market observable and unobservable inputs within the fair value measurements. These inputs include commodity prices, price volatility factors, interest rates, volumes and locations. In addition, with the exception of the exchange-cleared instruments where Bunge clears trades through an exchange, Bunge is exposed to loss in the event of the non-performance by counterparties on over-the-counter derivative instruments and forward purchase and sale contracts. Adjustments are made to fair values on occasions when non-performance risk is determined to represent a significant input in our fair value determination. These adjustments are based on Bunge’s estimate of the potential loss in the event of counterparty non-performance. Bunge did not have significant allowances relating to non-performance by counterparties as of March 31, 2010.

Level 3 Readily marketable inventories — Readily marketable inventories are considered Level 3 when at least one significant assumption or input is unobservable. These assumptions or unobservable inputs include certain management estimations regarding costs of transportation and other local market or location-related adjustments.

The tables below present reconciliations for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2010 and 2009. Level 3 instruments presented in the tables include certain readily marketable inventories and derivatives. These instruments were valued using pricing models that, in management’s judgment, reflect the assumptions that would be used by a marketplace participant to determine fair value.

	Level 3 Instruments:
	Fair Value Measurements
(US$ in millions)	Derivatives, Net (1)		Readily Marketable Inventories	Total

Balance, January 1, 2010	$31		$109	$140
Total gains and losses (realized/unrealized) included in cost of goods sold	(5	)	50	45
Total gains and losses (realized/unrealized) included in foreign exchange gains (losses)	1		—	1
Purchases, issuances and settlements	17		173	190
Transfers into Level 3	12		22	34
Transfers (out) of Level 3	(7	)	—	(7	)
Balance, March 31, 2010	$49		$354	$403

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	Level 3 Instruments:
	Fair Value Measurements
(US$ in millions)	Derivatives, Net (1)		Readily Marketable Inventories	Total
Balance, January 1, 2009	$(101	)	$183	$82
Total gains and losses (realized/unrealized) included in earnings	156		65	221
Purchases, issuances and settlements	(127	)	119	(8	)
Transfers in (out) of Level 3	(30	)	—	(30	)
Balance, March 31, 2009	$(102	)	$367	$265

(1) Derivatives, net include Level 3 derivative assets and liabilities.

The table below summarizes changes in unrealized gains or losses recorded in earnings during the three months ended March 31, 2010 and 2009 for Level 3 assets and liabilities that were held at March 31, 2010 and 2009.

	Level 3 Instruments:
	Fair Value Measurements
(US$ in millions)	Derivatives, Net (1)	Readily Marketable Inventories	Total
Changes in unrealized gains and (losses) relating to assets and liabilities held at March 31, 2010:
Cost of goods sold	$62	$57	$119
Foreign exchange gains (losses)	$1	$—	$1
Changes in unrealized gains and (losses) relating to assets and liabilities held at March 31, 2009:
Cost of goods sold	$35	$54	$89

(1) Derivatives, net include Level 3 derivative assets and liabilities.

Derivative Instruments

Interest Rate Derivatives — The interest rate swaps used by Bunge as hedging instruments have been recorded at fair value in the consolidated balance sheets with changes in fair value recorded contemporaneously in earnings. Certain of these swap agreements have been designated as fair value hedges. Additionally, the carrying amount of the associated hedged debt is adjusted through earnings for changes in the fair value arising from changes in benchmark interest rates. Ineffectiveness is recognized to the extent that these two adjustments do not offset. Bunge enters into interest rate swap agreements primarily for the purpose of managing certain of its interest rate exposures. In addition, Bunge has entered into certain interest rate basis swap agreements that do not qualify for hedge accounting, and therefore Bunge has not designated these swap agreements as hedge instruments for accounting purposes. As a result, changes in fair value of the interest rate basis swap agreements are recorded as an adjustment to earnings.

The following table summarizes Bunge’s outstanding interest rate swap and interest rate basis swap agreements as of March 31, 2010.

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(US$ in millions)	Notional Amount of Hedged Obligation	Notional Amount of Derivative (4)
Interest rate swap agreements	$250	$250
Weighted average rate payable — 1.18% (1)
Weighted average rate receivable — 4.33% (2)
Interest rate basis swap agreements	$375	$375
Weighted average rate payable — 0.61% (1)
Weighted average rate receivable — 0.24% (3)

(1) Interest is payable in arrears based on the average daily effective Federal Funds rate prevailing during the respective period plus a spread.

(2) Interest is receivable in arrears based on a fixed interest rate.

(3) Interest is receivable in arrears based on one-month U.S. dollar LIBOR.

(4) The interest rate swap agreements mature in 2011.

Foreign exchange derivatives — Bunge uses a combination of foreign exchange forward and option contracts in certain of its operations primarily to mitigate the risk from exchange rate fluctuations in connection with anticipated sales denominated in foreign currencies. The foreign exchange forward and option contracts are designated as cash flow hedges. Bunge also uses net investment hedges to partially offset the translation adjustments arising from the remeasurement of its investment in its Brazilian subsidiaries.

Bunge assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedge transactions are highly effective in offsetting changes in the hedged items.

The table below summarizes the notional amounts of open foreign exchange positions as of March 31, 2010:

	March 31, 2010
	Exchange Traded		Non-exchange
	Net—(Short)		Traded			Unit of
(US$ in millions)	& Long (1)		(Short) (2)		Long (2)	Measure
Foreign Exchange:
Options	$—		(226	)	163	Delta
Forwards	(30	)	(3,280	)	5,944	Notional
Swaps	—		(1,254	)	1,105	Notional

(1) Exchange traded futures and options are presented on a net (short) and long position basis.

(2) Non-exchange traded swaps, options, and forwards are presented on a gross (short) and long position basis.

In addition, Bunge has cross-currency interest rate swap agreements with an aggregate notional principal amount of 10 billion Japanese Yen maturing in 2011 for the purpose of managing its currency exposure associated with its 10 billion Japanese Yen term loan due 2011. Bunge has accounted for these cross-currency interest rate swap agreements as fair value hedges.

The following table summarizes Bunge’s outstanding cross-currency interest rate swap agreements as of March 31, 2010:

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	Notional Amount	Notional Amount
(US$ in millions)	of Hedged Obligation	of Derivative (1) (2)

U.S. dollar/Yen cross-currency interest rate swaps	$ 108	$ 108

(1) The cross-currency interest rate swap agreements mature in 2011.

(2) Under the terms of the cross-currency interest rate swap agreements, interest is payable in arrears based on three-month U.S. dollar LIBOR and is receivable in arrears based on three-month Yen LIBOR.

Commodity derivatives — Bunge uses derivative instruments primarily to manage its exposure to movements associated with agricultural commodity prices. Bunge generally uses exchange traded futures and options contracts to minimize the effects of changes in the prices of agricultural commodities on its agricultural commodity inventories and forward purchase and sales contracts, but may also from time to time enter into OTC commodity transactions, including swaps, which are settled in cash at maturity or termination based on exchange-quoted futures prices. Changes in fair values of exchange traded futures contracts representing the unrealized gains and/or losses on these instruments are settled daily generally through Bunge’s wholly-owned futures clearing subsidiary. Forward purchase and sales contracts are primarily settled through delivery of agricultural commodities. While Bunge considers these exchange traded futures and forward purchase and sales contracts to be effective economic hedges, Bunge does not designate or account for the majority of its commodity contracts as hedges. Changes in fair values of these contracts and related readily marketable agricultural commodity inventories are included in cost of goods sold in the consolidated statements of income. The forward contracts require performance of both Bunge and the contract counterparty in future periods. Contracts to purchase agricultural commodities generally relate to current or future crop years for delivery periods quoted by regulated commodity exchanges. Contracts for the sale of agricultural commodities generally do not extend beyond one future crop cycle.

In addition, Bunge hedges portions of its forecasted oilseed processing production requirements, including forecasted purchases of soybeans and sales of soy commodity products. The instruments used are generally exchange traded futures contracts. Such contracts hedging U.S. oilseed processing activities qualify and are designated as cash flow hedges. Contracts that are used as economic hedges of other global oilseed processing activities generally do not qualify for hedge accounting as a result of location differences and are therefore not designated as cash flow hedges for accounting purposes.

The table below summarizes the volumes of open agricultural commodities derivative positions as of March 31, 2010:

March 31, 2010

Exchange Traded

Non-exchange

Net (Short) &

Traded

Unit of

Long (1)

(Short) (2)

Long (2)

Measure

Agricultural Commodities