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

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

For the month of August 2010

Commission File Number: 1-33659

COSAN LIMITED
(Translation of registrant’s name into English)

Av. Juscelino Kubitschek, 1726 – 6th floor
São Paulo, SP 04543-000 Brazil
(Address of principal executive offices)


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

Form 20-F
X
 
Form 40-F
 

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

Yes
   
No
X

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

Yes
   
No
X

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

Yes
   
No
X

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



 
 
 
 
 
COSAN LIMITED

Item
 
1.
Communication regarding 1st Quarter Fiscal Year 2011 earnings release


 
 

 
 
 
Item 1



Cosan Limited

Condensed Consolidated Financial Statements

 For the three-month periods ended June 30, 2010 and 2009


 
 

 

COSAN LIMITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



CONTENTS


Report of independent registered public accounting firm
1
   
Condensed consolidated balance sheets
2
Condensed consolidated statements of operations
4
Condensed consolidated statements of shareholders’ equity and comprehensive income (loss)
5
Condensed consolidated statements of cash flows
6
Notes to the condensed consolidated financial statements
7

 
 

 

 

 
Report of independent registered public accounting firm

To the Board of Directors and Shareholders of
Cosan Limited

We have reviewed the condensed consolidated balance sheet of Cosan Limited and subsidiaries as of June 30, 2010, the related condensed consolidated statements of operations and cash flows for the three-month periods ended June 30, 2010 and 2009 and the condensed consolidated statement of shareholders’ equity and comprehensive income (loss) for the three-month period ended June 30, 2010. These financial statements are the responsibility of the Company's management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Cosan Limited and subsidiaries as of March 31, 2010, and the related consolidated statements of operations, shareholders’ equity and cash flows for the year then ended not presented herein and in our report dated June 10, 2010, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of March 31, 2010, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

São Paulo, Brazil
August 12, 2010

ERNST & YOUNG
Auditores Independentes S.S.
CRC 2SP015199/O-8


Luiz Carlos Nannini
Accountant CRC 1SP171638/O-7

 
1

 
 
COSAN LIMITED

Condensed consolidated balance sheets
June 30, 2010 and March 2010
(In thousands of U.S. dollars, except share data)

   
(Unaudited)
June 30,
2010
   
March 31,
2010
 
Assets
           
Current assets:
           
Cash and cash equivalents
    601,388       623,675  
Restricted cash
    28,462       25,251  
Derivative financial instruments
    80,215       129,456  
Trade accounts receivable, less allowances: June 30, 2010 – $31,206; March 31, 2010 – $32,144
    343,673       430,328  
Inventories
    795,814       587,720  
Advances to suppliers
    179,557       132,258  
Taxes recoverable
    197,266       184,090  
Other current assets
    66,555       49,155  
      2,292,930       2,161,933  
                 
Property, plant, and equipment, net
    4,205,286       4,146,499  
Goodwill
    1,361,800       1,362,071  
Intangible assets, net
    582,247       602,263  
Accounts receivable from Federal Government
    186,663       187,385  
Judicial deposits
    93,739       94,083  
Other non-current assets
    467,491       440,672  
      6,897,226       6,832,973  
Total assets
    9,190,156       8,994,906  

 
2

 
 
   
(Unaudited)
June 30,
2010
   
March 31,
2010
 
Liabilities and shareholders’ equity
           
Current liabilities:
           
Trade accounts payable
    397,924       320,044  
Taxes payable
    109,548       121,203  
Salaries payable
    122,058       79,497  
Current portion of long-term debt
    498,576       471,061  
Derivative financial instruments
    20,781       43,067  
Dividends payable
    24,414       24,696  
Other current liabilities
    173,522       111,971  
      1,346,823       1,171,539  
                 
Long-term liabilities:
               
Long-term debt
    2,917,580       2,845,667  
Estimated liability for legal proceedings and labor claims
    297,743       294,605  
Taxes payable
    380,702       381,805  
Deferred income taxes
    403,241       408,832  
Other long-term liabilities
    205,264       209,402  
      4,204,530       4,140,311  
                 
Shareholders’ equity:
               
Common shares class A1, $.01 par value. 1,000,000,000 shares authorized; 174,355,341  shares issued and outstanding
      1,743         1,743  
Common shares class B1, $.01 par value. 96,332,044 shares authorized, issued and outstanding
    963       963  
Common shares class B2, $.01 par value. 92,554,316 shares authorized
    -       -  
Additional paid-in capital
    1,932,294       1,932,117  
Accumulated other comprehensive loss
    149,386       167,103  
Retained earnings (accumulated losses)
    230,330       242,264  
Equity attributable to shareholders of Cosan Ltd
    2,314,716       2,344,190  
Equity attributable to noncontrolling interests
    1,324,087       1,338,866  
Total shareholders’ equity
    3,638,803       3,683,056  
Total liabilities and shareholders’ equity
    9,190,156       8,994,906  

 
See accompanying notes to condensed consolidated financial statements.

 
3

 
 
COSAN LIMITED

Condensed consolidated statements of operations
Three-month periods ended June 30, 2010 and 2009
(In thousands of U.S. dollars, except share data)
(Unaudited)

   
June 30,
2010
   
June30,
 2009
 
Net sales
    2,233,840       1,720,270  
Cost of goods sold
    (1,994,462 )     (1,561,430 )
Gross profit
    239,378       158,840  
Selling expenses
    (122,709 )     (102,072 )
General and administrative expenses
    (68,301 )     (7,903 )
Operating income
    48,368       48,865  
Other income (expenses):
               
Financial income
    38,792       153,262  
Financial expenses
    (101,065 )     62,472  
Other
    (133 )     (7,927 )
                 
 (Loss) income before income taxes and equity in income (loss) of affiliates
    (14,038 )     256,672  
Income taxes expense
    (1,242 )     (76,543 )
                 
(Loss) income before equity in income of affiliates
    (15,280 )     180,129  
Equity in income (loss) of affiliates
    553       (1,713 )
                 
Net (loss) income
    (14,727 )     178,416  
Less net income (loss) attributable to noncontrolling interests
    2,793       (55,795 )
Net (loss) income attributable to Cosan Ltd
    (11,934 )     122,621  
                 
Per-share amounts attributable to Cosan Ltd
               
Earnings (loss) from continuing operations
               
Basic and diluted
    (0.04 )     0.50  
                 
Weighted number of shares outstanding
               
Basic and diluted
    270,687,385       246,868,311  


See accompanying notes to condensed consolidated financial statements.

 
4

 

COSAN LIMITED

Condensed consolidated statements of shareholders’ equity and comprehensive income (loss)
Three-month period ended June 30, 2010
(In thousands of U.S. dollars, except share data)
(Unaudited)
 
   
Common stock
                               
   
Common
number of
class A
Shares
   
Common
number of
class B
shares
   
Common
amount of
class A
shares
   
Common
amount of
class B
shares
   
Additional
paid-in
capital
   
 
Retained
earnings
   
Accumulated
other
comprehensive
income
   
 
Noncontrolling
interests
   
Total
shareholders’
equity
 
Balances at March 30, 2010
    174,355,341       96,332,044       1,743       963       1,932,117       242,264       167,103       1,338,866       3,683,056  
                                                                         
Share based compensation
    -       -       -       -       177       -       -       107       284  
Net loss
    -       -       -       -       -       (11,934 )     -       (2,793 )     (14,727 )
Pension plan
    -       -       -       -       -       -       (321 )     (194 )     (515 )
Effective portion of gains/losses on derivative instrument that qualifies as a cash flow hedge
      -         -         -         -         -         -         6,927         4,198         11,125  
Currency translation adjustment
                                                    (24,323 )     (16,097 )     (40,420 )
Total comprehensive loss
                                                                    (44,537 )
 
                                                                       
Balances at June 30, 2010
    174,355,341       96,332,044       1,743       963       1,932,294       230,330       149,386       1,324,087       3,638,803  


See accompanying notes to condensed consolidated financial statements.

 
5

 
 
COSAN LIMITED

Condensed consolidated statements of cash flows
Three-month periods ended June 30, 2010 and 2009
(In thousands of U.S. dollars)
(Unaudited)

   
June 30,
2010
   
June 30,
2009
 
Cash flow from operating activities:
           
Net (loss) income attributable to Cosan Limited
    (11,934 )     122,621  
Adjustments to reconcile net income to cash provided by operating activities:
               
Depreciation and amortization
    145,303       99,330  
Deferred income taxes
    (5,288 )     66,627  
Interest, monetary and exchange variation
    72,343       (136,329 )
Net loss (income) attributable to noncontrolling interests
    1,091       55,795  
Others
    11,464       12,219  
Decrease/increase in operating assets and liabilities
               
Trade accounts receivable, net
    85,072       56,541  
Inventories
    (157,992 )     88,423  
Advances to suppliers
    (42,561 )     (33,804 )
Recoverable taxes
    (11,826 )     5,326  
Trade accounts payable
    81,518       24,065  
Derivative financial instruments
    67,709       (16,246 )
Taxes payable
    (16,119 )     (29,270 )
Other assets and liabilities, net
    76,560       27,669  
Net cash provided by operating activities
    295,340       337,967  
                 
Cash flows from investing activities:
               
Restricted cash
    (28,462 )     (14,516 )
Cash received from sales of permanent assets
    -       60,325  
Acquisition of investment
    (2,080 )     (2,050 )
Acquisition of property, plant and equipment
    (333,280 )     (226,994 )
Acquisitions, net of cash acquired
    373       32,045  
Net cash used in investing activities
    (363,449 )     (151,190 )
                 
Cash flows from financing activities:
               
Related parties
    -       (62,184 )
Additions of long-term debt
    356,588       88,593  
Payments of long-term debt
    (311,767 )     (69,222 )
Net cash used in financing activities
    44,821       (42,813 )
Effect of exchange rate changes on cash and cash equivalents
    1,001       23,512  
Net increase (decrease) in cash and cash equivalents
    (22,287 )     167,476  
Cash and cash equivalents at beginning of period
    623,675       508,784  
Cash and cash equivalents at end of period
    601,388       676,260  
                 
Supplemental cash flow information
               
Cash paid during the period for:
               
Interest
    47,094       22,063  
Income tax
    3,391       18,287  


See accompanying notes to condensed consolidated financial statements.

 
6

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
1.
Operations

Cosan Limited (“Cosan” and “the Company”) was incorporated in Bermuda as an exempted company on April 30, 2007. In connection with its incorporation, Cosan Limited issued 1,000 shares of common stock for $10.00 to Mr. Rubens Ometto Silveira Mello, who indirectly controls Cosan S.A. Indústria e Comércio and its subsidiaries (“Cosan S.A.”).

The companies included in the consolidated financial statements have as their primary activity the production of ethanol and sugar, the marketing and distribution of fuel and lubricants in Brazil, and logistics services in the state of São Paulo, Brazil.

On February 1, 2010, the Company announced that it, along with Royal Dutch Shell, had reached a non-binding memorandum of understanding, to form a joint venture for a combined 50/50 investment. Cosan will contribute its sugar and ethanol and its distribution assets to the joint venture while Shell will contribute its distribution assets in Brazil. Shell will also make a fixed cash contribution in the amount of $1,625 billion over a 2 year period. The closing of this transaction is dependent upon the conclusion of the negotiations. During the three-month period ended June 30, 2010, this association did not generate any accounting records.

2.
Presentation of the consolidated financial statements

 
a.
Basis of reporting for interim financial statements

In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s results for the periods presented. Interim results for the three-month period ended June 30, 2010, are not necessarily indicative of the results that may be expected for the fiscal year.

The unaudited condensed consolidated financial statements include the accounts of Cosan Limited and its subsidiaries. All significant intercompany transactions have been eliminated.

These condensed consolidated financial statements should be read in conjunction with Cosan Ltd`s annual consolidated financial statements for the fiscal year ended March 31, 2010.

 
7

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
2.
Presentation of the consolidated financial statements (Continued)

The accounts of Cosan and its subsidiaries are maintained in Brazilian reais, which is the functional currency.  The accounts have been translated into U.S. dollars in accordance with Accounting Standards Codification (“ASC”) 830, “Foreign Currency Matters”.

The exchange rate of the Brazilian real (R$) to the US$ was R$1.8015=US$ 1.00 at June 30, 2010 and R$1.7810=US$1.00 at March 31, 2010.

 
b.
Use of estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates. These estimates and assumptions are reviewed and updated regularly to reflect recent experience.

 
c.
New Accounting Pronouncements

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements, which will require companies to make new disclosures about recurring or nonrecurring fair value measurements including significant transfers into and out of Level 1 and Level 2 fair value hierarchies and information on purchases, sales, issuance and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. The ASU is effective prospectively for financial statements issued for fiscal years and interim periods beginning after December 15, 2009. The new disclosures about purchases, sales, issuance and settlements on a gross basis in the reconciliation of Level 3 fair value measurements is effective for interim and annual reporting periods beginning after December 15, 2010. The Company expects that the adoption of ASU 2010-06 will not have a material impact on its consolidated financial statements.

 
8

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)

2.
Presentation of the consolidated financial statements (Continued)

 
d.
Derivative financial instruments

Cosan accounts for derivative financial instruments utilizing ASC 815, “Accounting for Derivative Instruments and Hedging Activities”, as amended. As part of Cosan’s risk management program, it uses a variety of financial instruments, including commodity futures contracts, forward currency agreements, interest rate and foreign exchange swap contracts and option contracts. Beginning April 1, 2010 Cosan recognized a portion of its derivative instruments as cash flow hedge transactions.  The derivative instruments are measured at fair value and the gains or losses resulting from the changes in fair value of the instruments are recorded in financial income or financial expense or other comprehensive income when designated as a cash flow hedge. See note 12 for further detail.

3. 
Inventories

   
June 30, 2010
   
March 31, 2010
 
Finished goods:
           
Sugar
    165,911       52,561  
Ethanol
    178,626 151,562       31,573 149,613  
Lubricants and fuel (Gasoline, Diesel and Ethanol)
      496,099       233,747  
                 
Annual maintenance cost of growing crops
    203,896       243,709  
Others
    95,819       110,264  
      795,814       587,720  
 
4.
Taxes payable

   
June 30,
2010
   
March 31,
2010
 
             
ICMS – State VAT
    21,059       27,623  
IPI
    8,559       3,582  
INSS
    13,328       13,414  
PIS
    2,608       4,564  
COFINS
    12,136       18,010  
Tax Recovery from Brazilian Law No 11.941/09 and MP 470/09
    367,834       373,650  
Income Tax and Social Contribution
    52,564       50,471  
Others
    12,162       11,694  
      490,250       503,008  
Current liabilities
    (109,548 )     (121,203 )
Long-term liabilities
    380,702       381,805  

 
9

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
5.
Long-term debt

Long-term debt is summarized as follows:
 
 
 
 
Index
 
Average
annual
interest rate
   
June 30,
2010
   
March 31,
2010
 
Resolution No. 2471 (PESA)
IGP-M
    3.9 %     306,930       297,243  
Senior notes due 2014
US Dollar
    9.5 %     362,838       354,433  
Senior notes due 2017
US Dollar
    7.0 %     412,227       405,258  
Perpetual notes
US Dollar
    8.3 %     455,668       455,820  
BNDES
TJLP
    3.6 %     741,719       520,068  
Credit notes
DI
    2.4 %     169,220       212,660  
Credit notes
US Dollar
    6.2 %     101,076       102,656  
Export Pre-payments
US Dollar
    6.2 %     495,805       547,230  
Others
Various
 
Various
      370,673       421,360  
                3,416,156       3,316,728  
Current liability
              (498,576 )     (471,061 )
Long-term debt
              2,917,580       2,845,667  

Long-term debt has the following scheduled maturities:
 
2011
    366,651  
2012
    361,359  
2013
    422,280  
2014
    206,532  
2015
    79,539  
2016
    479,036  
2017
    95,023  
2018 and thereafter
    907,159  
      2,917,580  

Resolution No. 2471 - Special Agricultural Financing Program (Programa Especial de Saneamento de Ativos), or PESA

To extend the repayment period of debts incurred by Brazilian agricultural producers, the Brazilian government passed Law 9.138 followed by Central Bank Resolution 2,471, which, together, formed the PESA program.  PESA offered certain agricultural producers with certain types of debt the opportunity to acquire Brazilian treasury bills (“CTNs”) in an effort to restructure their agricultural debt. The face value of the Brazilian treasury bills was the equivalent of the value of the restructured debt and was for a term of 20 years.

 
10

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)

5.
Long-term debt (Continued)

Resolution No. 2471 - Special Agricultural Financing Program (Programa Especial de Saneamento de Ativos), or PESA (Continued)

The acquisition price was calculated by the present value, discounted at a rate of 12% per year or at the equivalent of 10.4% of its face value. The CTNs were deposited as a guarantee with a financial institution and cannot be renegotiated until the outstanding balance is paid in full. The outstanding balance associated with the principal is adjusted in accordance with the IGP-M until the expiration of the restructuring term, which is also 20 years, at which point the debt will be discharged in exchange for the CTNs. Because the CTNs will have the same face value as the outstanding balance at the end of the term, it will not be necessary to incur additional debt to pay PESA debt.

On July 31, 2003, the Central Bank issued Resolution 3,114, authorizing the reduction of up to five percentage points of PESA related interest rates, effectively lowering the above-mentioned rates to 3%, 4% and 5%, respectively. The CTNs held by Cosan S.A. as of June 30, 2010 and March 2010 amounted to $137,653 and $133,039, respectively, and are classified as other non-current assets.

Senior notes due 2017

On January 26, 2007, Cosan Finance Limited, an indirect subsidiary of the Company, issued $400,000 of senior notes in the international capital markets. These senior notes, listed on the Luxembourg Stock Exchange, mature in November 2017 and bear interest at a rate of 7% per annum, payable semi-annually. The senior notes are guaranteed by Cosan S.A., and its subsidiary, Cosan Açucar e Álcool.

Senior notes due 2014

On August 4, 2009, the indirect subsidiary CCL Finance Limited issued $ 350,000 of senior notes in the international capital markets. These senior notes, listed on the Luxembourg Stock Exchange, mature in August 2014 and bear interest at a rate of 9.5% per annum, payable semi-annually in February and August of each year, from February of 2010.

 
11

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
5.
Long-term debt (Continued)

Perpetual notes

On January 24 and February 10, 2006, Cosan S.A. issued perpetual notes which are listed on the Luxembourg Stock Exchange - EURO MTF. These notes bear interest at a rate of 8.25% per year, payable quarterly on May 15, August 15, November 15 and February 15 of each year, beginning May 15, 2006.

These notes may, at the discretion of Cosan, be redeemed on any interest payment date subsequent to February 15, 2011. The notes are guaranteed by Cosan S.A. and by Cosan Açucar e Álcool.

Export Pre-payment Notes

During the third quarter of 2009, the Company obtained funds from export pre-payment notes for the total amount of $530,000. The export pre-payment notes are due from 2012 through 2014, and bear interest of Libor plus 6.2%.

BNDES

Refers to the financing of cogeneration projects, as well as the financing of Jataí and Caarapó greenfields (sugar and ethanol mills). The BNDES financing is due from 2012 through 2025.

Credit Notes

The Company executed several credit note agreements with several financial institutions during 2010 which will be paid through export operations during 2012. The credit notes bear interest at rates between 2.1% and 6.2% per annum, payable semi-annually.

Covenants

Cosan and its subsidiaries are subject to certain restrictive covenants related to their indebtedness.

At June 30, 2010, Cosan was in compliance with its debt covenants.

 
12

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)

6.
Related parties

Assets and liabilities with related parties are summarized as follows:

   
Assets
 
   
June 30,
2010
   
March 31,
2010
 
Rezende Barbosa S.A. Administração e Participações
    48,262       48,889  
Vertical UK LLP
    18,035       8,403  
Others
    5,585       2,377  
      71,882       59,669  
Current (*)
    (27,690 )     (13,958 )
Nuncurrent (*)
    44,192       45,711  
                 
   
Liabilities
 
   
June 30,
2010
   
March 31,
2010
 
Rezende Barbosa S.A. Administração e Participações
    60,948       -  
Logispot  Armazéns Gerais S.A.
    4,161       6,313  
Others
    1,543       1,781  
      66,652       8,094  
Current (*)
    (66,652 )     (8,094 )
Nuncurrent
    -       -  
(*) included in other current and non-current assets or liabilities
               

A receivable of $48,262 ($48,889 as of March 31, 2010) with Rezende Barbosa S.A. Administração e Participações related to credits assumed by Rezende Barbosa, in connection with the acquisition of Cosan Alimentos and intercompany loans.

The amount receivable from the affiliate Vertical UK LLP, refers to ethanol trading, with an average maturity date of 30 days.

A payable of $60,948 with Rezende Barbosa S.A. Administração e Participações related to purchase of sugar cane. This amount is presented offset of credits assumed by Rezende Barbosa, in connection with the acquisition of Cosan Alimentos and intercompany loans.

The payable to Logispot is related to the remaining payment in connection with the interest acquired.

 
13

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)

6.
Related parties (Continued)

Cosan conducts some of its operations through various joint ventures and other partnership forms which are principally accounted for using the equity method.  The condensed consolidated income statement includes the following amounts resulting from transactions with related parties:

   
June 30,
2010
   
June 30,
2009
 
Transactions involving assets
           
 Cash received due to the sale of finished products, services performed, and assets held, net of payments
    (29,720 )     (38,781 )
Sale of finished products and services
    -       146,986  
Purchase of finished products and services
    -       (146,986 )
Sale of finished products and services in a subsidiary
    42,676       35,386  
Receivable added through acquisition of Nova América
    -       71,061  
                 
Transactions involving liabilities
               
Payment of financial resources, net of funding
    (4,510 )     (1,809 )
Purchase of sugar cane
    63,449       -  
Financial income/expenses
    -       (30,885 )

The purchase and sale of products are carried out at arm’s length and unrealized profit or losses with consolidated companies have been eliminated. Those operations are also carried out at prices and under conditions similar to those existing in the market.

At June 30 and March 31, 2010, Cosan S.A. and its subsidiaries were lessees of approximately 68,000 hectares  (unaudited) of affiliated companies’ land and land of its related party Radar Propriedades Agrícolas S.A., which is controlled by another shareholder. These operations are carried out under conditions and prices similar to those prevailing in the market, calculated based on sugarcane tons per hectare, valued in accordance with the price established by CONSECANA (São Paulo State Council of Sugarcane, Sugar and Ethanol Producers).

 
14

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
7.
Estimated liability for legal proceedings and labor claims and commitments

   
June 30,
2010
   
March 31,
2010
 
Tax contingencies
    174,837       173,924  
Civil and labor contingencies
    122,906       120,681  
      297,743       294,605  

Cosan and its subsidiaries are parties in various ongoing labor claims, civil and tax proceedings in Brazil arising in the normal course of its business. Respective provisions for contingencies were recorded considering those cases in which the likelihood of loss has been rated as probable. Management believes resolution of these disputes will have no significant effect compared to the estimated amounts accrued.

Judicial deposits recorded by Cosan under other non-current assets, in the balance sheets, amounting to $74,406 at June 30, 2010 ($94,083 at March 31, 2010) have been made for certain of these suits. Judicial deposits are restricted assets of Cosan placed on deposit with the court and held in judicial escrow pending legal resolution of the related legal proceedings.

The major tax contingencies as of June 30, 2010 and March 31, 2010 are described as follows:

   
June 30,
2010
   
March 31,
2010
 
Compensation with Finsocial
    97,329       97,114  
ICMS credits
    44,105       33,824  
PIS and Cofins
    14,099       11,910  
IPI – Federal VAT
    4,686       4,692  
Other
    14,618       26,384  
      174,837       173,924  

 
15

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
7.
Estimated liability for legal proceedings and labor claims and commitments (Continued)

The detail of the movement in the estimated liability for legal proceedings and labor claims is as follows:

Balance at March 31, 2010
    294,605  
Provision
    7,494  
Settlements
    (1,004 )
Foreign currency translation
    (3,352 )
Balance at June 30, 2010
    297,743  

In addition to the aforementioned claims, Cosan and its subsidiaries are involved in other contingent liabilities relating to tax, civil and labor claims and environmental matters, which have not been recorded, considering their current stage and the likelihood of favorable outcomes rated as possible. These claims are broken down as follows:

   
June 30,
2010
   
March 31,
2010
 
Withholding Income Tax
    103,579       102,652  
ICMS – State VAT
    187,457       180,988  
IAA - Sugar and Ethanol Institute
    1,418       1,428  
IPI - Federal Value-added tax
    239,167       246,190  
INSS
    2,364       2,280  
PIS and COFINS
    80,567       80,604  
Civil and labor
    278,883       275,403  
Other
    72,733       66,134  
      966,168       955,679  

 
16

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)

8.
Accounts receivable from Federal Government

The subsidiary Cosan Açúcar e Álcool has several indemnification suits filed against the Federal Government. The suits relate to product prices that did not conform to the reality of the market, which were mandatorily established at the time the sector was under the Government‘s control.

In connection with one of these suits, a final and unappealable decision in the amount of US$149,121 was rendered in September 2006 in favor of Usina de Barra. This has been recorded as a gain in the statement of operations in 2007. Since the recorded amount is substantially composed of interest and monetary restatement, it was recorded in financial income and in a non-current receivable on the balance sheet. In connection with the settlement process, the form of payment continues to be negotiated with the government.

At June 30, 2010, the receivable and corresponding lawyers’ fees totaled US$186,663 and US$22,399 (US$187,385 and US$22,486 at March 31, 2010), respectively.

9.
Income taxes

Income tax benefit (expense) attributable to income from operations for the three-month periods ended June 30, 2010 and 2009 consists of:

   
June 30,
2010
   
June 30,
2009
 
Income taxes benefit (expense):
           
   Current
    (6,530 )     (11,240 )
   Deferred
    5,288       (65,303 )
      (1,242 )     (76,543 )

 
17

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)

9.
Income taxes (Continued)

Income taxes for the three-month periods ended June 30, 2010 and 2009 differed from the amounts computed by applying the income tax rate of 25% and social contribution tax rate of 9% to income before income taxes due to the following:

   
June 30,
2010
   
June 30,
2009
 
Income (loss) before income taxes and equity in income (loss) of affiliates
    (14,038 )     256,678  
Income tax benefit (expense) at statutory rate — 34%
    4,773       (87,270 )
Increase (reduction) in income taxes resulting from:
               
Nontaxable income of the Company
    (1,400 )     (971 )
Equity in earnings of affiliates not subject to taxation
    188       (582 )
Tax loss on tax free entities
    (1,856 )     -  
Nondeductible goodwill amortization
    -       12,206  
Nondeductible donations and contributions
    (817 )     (236 )
Recognized granted options
    (97 )     (570 )
Others
    (2,033 )     880  
Income tax (expense) benefit
    (1,242 )     (76,543 )

Cosan accounts for unrecognized tax benefits in accordance with ASC 740, “Accounting for Uncertainly in Income Taxes”. A reconciliation of the beginning and ending amount of unrecognized tax benefits in the estimated liability for legal proceedings, and labor claims, is as follows:

Balance at March 31, 2010
    49,013  
Accrued interest on unrecognized tax benefit
    709  
Settlements
    -  
Effect of foreign currency translation
    (558 )
Balance at June 30, 2010 (*)
    49,164  
(*) Recorded as taxes payable (long-term)

It is possible that the amount of unrecognized tax benefits will change in the next twelve months, however, an estimate of the range of the possible change cannot be made at this time due to the long time to reach a settlement agreement or decision with the taxing authorities.

The Company and its subsidiaries file income tax returns in Brazil and they are subject to income tax examinations by the relevant tax authorities for the years 2005 through 2010.

 
18

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
10.
Shareholders’ equity

 
a.
Capital

As of June 30, 2010 and March 31, 2010, Cosan Limited’s share capital consists of:

 
Shareholder
 
Class A shares
and/or BDRs
   
%
   
Class B shares
   
%
 
Queluz Holding Limited
    11,111,111       6.37       66,321,766       68.85  
Usina Costa Pinto S.A. Açúcar e Álcool
    -       -       30,010,278       31.15  
Aguassanta Participaçơes S.A.
    5,000,000       2.87       -       -  
Gávea Funds
    33,333,333       19.12       -       -  
Others
    124,910,897       71.64       -       -  
Total
    174,355,341       100.00       96,332,044       100.00  
 
11.
Deferred gain on sale of investments in subsidiaries

 
Agrícola Ponte Alta S.A. is a subsidiary whose principal assets are land used for the growing of sugarcane for Cosan S.A. On December 15, 2008, the shareholders approved a partial spin-off of the assets of Ponte Alta and created four new subsidiaries.  Agricultural land was then transferred from Ponte Alta to each of the entities. On December 30, 2008, two of the entities, Nova Agrícola Ponte Alta S.A. and Terras da Ponte Alta S.A. were sold to Radar, an affiliate company accounted for by the equity method. The selling price was fair value, $123,596, which resulted in a gain of $47,080. This gain has previously been deferred since there were no lease contracts executed for the land, which was being used by Cosan S.A. for a monthly fee. During the year ended March 31, 2009 the lease contracts were executed, and the gain is being amortized to profit and loss over the 19 year average term of the leases since then.
 
During the three-month period ended June 30, 2010, Cosan S.A. recognized d a gain of $939 related to this sale-leaseback transaction.

 
19

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)

12.
Share-based compensation

Cosan offers a stock option plan to officers and employees. The plan authorizes the issue of up to 5% of the shares comprising Cosan’s share capital. The exercise of options may be settled only through issuance of new common shares or treasury shares.

The employees that leave Cosan S.A. before the vesting period will forfeit 100% of their rights. However, if the employment is terminated by Cosan S.A. without cause, the employees will have right to exercise 100% of their options of that particular year plus the right to exercise 50% of the options of the following year.

The fair value of share-based awards was estimated using a binominal model with the following assumptions:

   
Options
granted on
September
22, 2005
   
Options
granted on
September
11, 2007
   
Options
granted on
August 7,
2009
 
Grant price - in U.S. dollars
    3.39       3.39       3.39  
Expected life (in years)
    7.5       7.5    
Immediate
 
Interest rate
    14.52 %     9.34 %     (1 )
Expected Volatility
    34.00 %     46.45 %     (1 )
Expected Dividend yield
    1.25 %     1.47 %     (1 )
Weighted-average fair value at grant date - in U.S. dollars
    6.86       5.67       (1 )

 
(1)  
The options were fully vested at the date of issuance so the fair value was the quoted market price as of the grant date.

As of June 30, 2010, the amount of $1,360 related to the unrecognized compensation cost related to stock options is expected to be recognized in 3 months.

As of June 30, 2010 there were 653,976 options outstanding with a weighted-average exercise price of $3.39.

 
20

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
13.
Risk management and financial instruments

 
a) 
Risk management

The Company is exposed to market risks, mainly related to the volatility of sugar prices and foreign exchange rates. Management analyzes these risks and uses financial instruments to hedge a portion of the risk exposure.

On June 30 and March 31, 2010, fair values related to transactions involving derivative financial instruments with the purpose of hedge or other purposes were measured at market value (fair value) by observables factors such as quoted prices in active markets or discounted cash flows based on market curves and are presented below:

   
Notional
   
Fair Value
 
   
June 30,
2010
   
March 31,
2010
   
June 30,
2010
   
March 31,
2010
 
Price risk
                       
Commodity derivatives
                       
 Future contracts
    609,197       661,110       26,497       63,101  
 Options contracts
    22,410       603,357       (1,831 )     (6,586 )
 Swap contracts
    -       56,594       -       607  
                      24,666       57,121  
                                 
Exchange rate risk
                               
Exchange rate derivative
                               
 Future contracts
    317,325       1,180,829       1,537       264  
 Forward contracts
    685,601       537,422       27,899       20,527  
 Options contracts
    518,736       377,036       6,162       8,827  
 Swap contracts
    178,753       180,810       -       -  
                      35,598       29,618  
                                 
Interest rate risk
                               
Interest derivative
    287,977       291,291       (830 )     (350 )
                      (830 )     (350 )
Total
                    59,434       86,389  
Total Assets
                    80,215       129,456  
Total Liabilities
                    (20,781 )     (43,067 )

 
21

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)

13.
Risk management and financial instruments (Continued)

 
b) 
Price risk

This arises from the possibility of fluctuations in the market prices of products sold by the Company, mainly raw material sugar - VHP (sugar #11) and white sugar (LIFFE sugar #5). These fluctuations in prices can cause substantial changes in the revenues of the Company.  To mitigate these risks, the Company constantly monitors the markets, seeking to anticipate changes in prices. IThe positions of the consolidated derivative financial instruments to hedge the price risk of commodities are shown in the table below:

Price risk: price derivatives outstanding on June 30, 2010
 
Derivative
 
Purchased /
sold
 
 
Market
 
Contract
 
 
Maturity
 
Notional
   
Fair value
 
                             
Derivative financial instruments designated in the cash flow hedge accounting
 
                             
Swap
 
Sold
 
OTC
    #11  
Sep-10
    90,728       16,598  
Future
 
Sold
 
NYBOT
    #11  
Sep-10
    82,819       7,059  
Future
 
Sold
 
NYBOT
    #11  
Feb-11
    68,355       2,231  
Future
 
Sold
 
NYBOT
    #11  
Apr-11
    23,093       2,300  
Future
 
Sold
 
NYBOT
    #11  
Jun-11
    86,411       2,145  
Future
 
Sold
 
NYBOT
    #11  
Sep-11
    52,284       22  
                                30,355  
                                   

 
22

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)

13.
Risk management and financial instruments (Continued)

 
b) 
Price risk (Continued)

Price risk: price derivatives outstanding on June 30, 2010
 
Derivative
 
Purchased /
sold
 
 
Market
 
Contract
 
 
Maturity
 
Notional
   
Fair value
 
                             
Derivative financial instruments not designated in the cash flow hedge accounting
                 
Future
 
Sold
 
LIFFE
 
White Sugar
 
Jul-10
    14,385       (1,558 )
Future
 
Sold
 
LIFFE
 
White Sugar
 
Sep-10
    10,862       655  
Future
 
Sold
 
NYBOT
  #11  
Sep-10
    89,377       10,212  
                              9,309  
                                   
Future
 
Purchased
 
NYBOT
 
#11
 
Sep-10
    (4,225 )     74  
Future
 
Purchased
 
NYBOT
  #11  
Feb-11
    (80,496 )     (13,148 )
Future
 
Purchased
 
NYBOT
  #11  
Apr-11
    (1,930 )     (79 )
Future
 
Purchased
 
NYBOT
  #11  
Jun-11
    (1,871 )     (88 )
                                (13,241 )
                                   
Future
 
Purchased
 
NYMEX
 
HO
 
Jul-10
    (2,361 )     74  
                                74  
                                   
Call
 
Purchased
 
OTC
  #11  
Sep-10
    (2,328 )     77  
Call
 
Purchased
 
OTC
  #11  
Sep-10
    (2,460 )     77  
                                154  
                                   
Call
 
Sold
 
NYBOT/OTC
  #11  
Sep-10
    4,283       (627 )
Call
 
Sold
 
NYBOT/OTC
  #11  
Sep-10
    3,734       (440 )
Call
 
Sold
 
NYBOT/OTC
  #11  
Feb-11
    3,022       (732 )
Call
 
Sold
 
NYBOT
  #11  
Feb-11
    451       (138 )
Call
 
Sold
 
NYBOT
  #11  
Feb-11
    160       (49 )
                                (1,985 )
                                   
Put
 
Purchased
 
NYBOT/OTC
  #11  
Sep-10
    3,759       2,823  
Put
 
Purchased
 
NYBOT/OTC
  #11  
Sep-10
    1,312       1,055  
                                3,878  
Put
 
Sold
 
NYBOT/OTC
  #11  
Sep-10
    (819 )     (2,823 )
Put
 
Sold
 
NYBOT/OTC
  #11  
Sep-10
    (82 )     (1,055 )
                                (3,878 )
Total Commodities
                          24,666  

 
23

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
13.
Risk management and financial instruments (Continued)

 
c)
Foreign exchange risk

This arises from the possibility of fluctuations in the exchange rates of the foreign currencies used by the Company for the export revenues of products, imports, debt cash flow and other assets and liabilities denominated in a foreign currency.  The Company uses derivative transactions to manage the risks of cash flow coming from the export revenues denominated in U.S. dollars, net of other cash flows denominated in foreign currency. The table below demonstrates the consolidated positions open on June 30, 2010 of derivatives used to hedge exchange rates:
 
Foreign exchange risk: Exchange rate derivatives outstanding on June 30, 2010
 
Derivative
 
Purchased/
sold
 
 
Market
   
 
Contract
 
 
Maturity
    Notional  
Fair value
 
                             
Derivative financial instruments designated in the cash flow hedge accounting
         
                                   
Forward
 
Sold
 
OTC/Cetip
   
NDF
 
Jul-10
    53,733       3,469  
Forward
 
Sold
 
OTC/Cetip
   
NDF
 
Aug-10
    79,788       3,791  
Forward
 
Sold
 
OTC/Cetip
   
NDF
 
Sep-10
    5,640       527  
Forward
 
Sold
 
OTC/Cetip
   
NDF
 
Sep-10
    25,636       2,114  
Forward
 
Sold
 
OTC/Cetip
   
NDF
 
Oct-10
    81,851       5,843  
Forward
 
Sold
 
OTC/Cetip
   
NDF
 
Dec-10
    53,081       1,275  
Forward
 
Sold
 
OTC/Cetip
   
NDF
 
Jan-11
    49,659       2,504  
Forward
 
Sold
 
OTC/Cetip
   
NDF
 
May-11
    78,424       2,269  
Forward
 
Sold
 
OTC/Cetip
   
NDF
 
Jul-11
    55,121       407  
Forward
 
Sold
 
OTC/Cetip
   
NDF
 
Aug-11
    57,591       2,222  
Forward
 
Sold
 
OTC/Cetip
   
NDF
 
Oct-11
    145,079       3,479  
                               
27,899
 
Derivative financial instruments not designated in the cash flow hedge accounting
 
   
Future
 
Sold
 
BMFBovespa
   
Commercial U.S.
dollar rate
 
Aug-10
    152,879       573  
Future
 
Sold
 
BMFBovespa
   
Commercial U.S.
dollar rate
 
Dec-10
    71,708       441  
Future
 
Sold
 
BMFBovespa
   
Commercial U.S.
dollar rate
 
Jul-11
    189,260       1,177  
Future
 
Sold
 
BMFBovespa
   
Commercial U.S.
dollar rate
 
Aug-11
    43,586       270  
Future
 
Sold
 
BMFBovespa
   
Euro
 
Jul-10
    8,445       (4 )
                                2,457  
Future
 
Purchased
 
BMFBovespa
   
Commercial U.S.
dollar rate
 
Dec-10
    (51,220 )     (315 )
Future
 
Purchased
 
BMFBovespa
   
Commercial U.S.
dollar rate
 
Jul-11
    (97,334 )     (605 )
                                (921 )
Put Onshore
 
Purchased
 
BMFBovespa
   
Commercial U.S.
dollar rate
 
Oct-10
    485,706       5,393  
Put Offshore
 
Purchased
 
OTC
   
Commercial U.S.
dollar rate
 
Feb-11
    23,748       424  
Put Offshore
 
Purchased
 
OTC
   
Commercial U.S.
dollar rate
 
Feb-11
    9,281       346  
                               
6,163
 
Total Exchange rate derivative
                   
35,598
 
 
 
24

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
13.
Risk management and financial instruments (Continued)

On June 30, 2010 and March 31, 2010, the Company had the following net exposure to the variation of U.S. dollar assets and liabilities denominated in U.S. dollars:

   
June 30, 2010
   
March 31, 2010
 
Amounts pending foreign exchange closing
    24,906       71,732  
Overnight
    28,254       28,338  
Trade notes receivable - foreign
    70,702       83,467  
Senior Notes due in 2014
    (362,838 )     (354,433 )
Senior Notes due in 2017
    (411,589 )     (404,589 )
Perpetual bonds
    (455,303 )     (455,304 )
Foreign currency-denominated loans
    (203,316 )     (269,066 )
Export pre-payments
    (499,090 )     (550,552 )
Restricted cash
    28,462       25,251  
Exchange exposure
    (1,779,812 )     (1,825,156 )

 
d)
hedge accounting effects

The Company formally designated its transactions subject to hedge accounting for cash flow hedges from sugar VHP (raw material) export revenue, documenting: (i) the relationship of the hedge, (ii) the Company’s purpose for taking the hedge and its risk management strategy, (iii) identification of the financial instrument, (iv) the transaction or item covered, (v) the nature of the risk being hedged, (vi) a description of the hedging relationship (vii) the demonstration of correlation between the hedge and the object of coverage, and (viii) the prospective analysis of hedge effectiveness. The Company has designated derivative financial instruments of Sugar # 11 (NYBOT or OTC) to cover the risk of price and Non-Deliverable Forwards (NDF) to cover exchange rate risk, as demonstrated in topics (b) and (c) of this Note.

The Company records gains and losses deemed effective for purposes of hedge accounting to a specific account in shareholders´ equity (“other comprehensive income”), until the object of coverage (hedged item) affects the profit and loss. When the hedged item affects the profit and loss, the gain or loss is recorded in the same line as the hedged item (in this case, sales revenue). On June 30, 2010, the impact recorded in equity and the periods in which they will affect the profit and loss are as follows:

 
25

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
13.
Risk management and financial instruments (Continued)
 
               
Expected period to affect P&L
 
Derivative
Market
   
Risk
     
2010/2011
     
2011/2012
     
Total
 
                                   
Future
OTC / NYBOT
    #11       3,695       3,302       6,997  
NDF
OTC/Cetip
 
USD
      3,246       6,613       9,859  
(-) Deferred income taxes
            (2,360 )     (3,371 )     (5,731 )
Total
              4,581       6,544       11,125  
 
The detail of the movement of the cash flow hedge gain or loss in other comprehensive income is as follows:

Cash flow hedges
     
       
Balance at March 31, 2010
    -  
Gain/(losses) of cash flow hedges for the period
       
Commodities future and swap contracts
    6,448  
Currency forward contracts
    9,860  
Reclassification adjustments for losses included in the income statement (net sales)
    548  
Tax effect on gain/(losses) of cash flow hedges for the period – 34%
    (5,731 )
Balance at June 30, 2010
    11,125  

During the three-month period ended June 30, 2010, there was no effect on results for operations of hedged items that would no longer qualify to be designated to hedge accounting. Also, the Company recorded the amount of $215 related to the gains and losses of the hedges’ ineffectiveness during the three-month period ended June 30, 2010.

 
e)
Interest rate risk

The Company monitors fluctuations of the interest rates related to certain loan contracts, mainly those with Libor interest rate risk, and in the event of increased volatility of such rates, it may engage in transactions with derivatives so as to minimize such risks. At June 30, 2010, the Company presented the following net balance sheet exposure related to interest rate risk:
 
Interest rate risk: outstanding interest rate swap derivatives on June 30, 2010
   
Derivative
 
Purchased/
sold
 
Market
 
Contract
 
Number of
contracts
 
Average price
 
Notional
   
Fair
Value
 
                                 
Swap
 
Purchased
 
OCT/Cetip
 
Fix/Libor 3 month
    1  
1,199% / Libor 3 month
    300,000       (830 )
 
 
26

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
13.
Risk management and financial instruments (Continued)

 
f)
Credit risk

A significant portion of sales made by the Company is to a select group of best-in-class counterparts (i.e. trading companies, fuel distribution companies and large supermarket chains).

Credit risk is managed through specific rules of client acceptance including credit ratings and limits for customer exposure, including the requirement of a letter of credit from major banks and obtaining actual warranties on given credit, when applicable. Management believes that the risk of credit is covered by the allowance for doubtful accounts.

The Company buys and sells commodity derivatives in futures and options markets on the New York Board of Trade (NYBOT) and the London International Financial Futures and Options Exchange (LIFFE), as well as in the over-the-counter (OTC) market with selected counterparties. The Company buys and sells foreign exchange derivatives on BM&FBovespa and OTC contracts registered with CETIP (OTC clearing house) with banks Goldman Sachs & Co, Banco Barclays S.A., BNP Paribas Commodity Futures Ltd, Newedge LLC, Macquarie Bank Ltd, ADM Investors Services International Limited (Hencorp), Prudential Bache Commodities LLC, Natixis Commodity Markets Ltd,   Espirito Santo Investmento do Brasil S.A., Deutsche Bank S.A. – Banco Alemão, Banco Bradesco S.A., Banco JP Morgan S.A., Banco Standard de Investimentos S.A., Banco Morgan Stanley Witter S.A. e Banco BTG Pactual S.A

Guarantee margins – The Company’s derivative operations on commodity exchanges (NYBOT, LIFFE and BM&FBovespa) require an initial guarantee margin. The brokers with which the Company operates on these commodity exchanges offer credit limits for these margins. As of June 30, 2010, the total credit limit used as initial margin was $30,434 ($38,543 as of March 31, 2010). As a requirement to trade in BM&FBovespa, the Company posted on June 30, 2010, the amount of $53,313 ($46,627 as of March 31, 2010) as guarantee in the form of a settlement bond issued by a first-class banking institution. Over-the-counter derivative transactions of the Company are exempt from margin guarantees.

 
27

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
13.
Risk management and financial instruments (Continued)

 
g)
Debt acceleration risk

As of June 30, 2010 and March 31, 2010, the Company was a party to loan and financing agreements with covenants generally applicable to these operations, including requirements related to cash generation, debt to equity ratio and others. These covenants are being fully complied with by the Company and do not place any restrictions on its operations as a going-concern.
 
14.
Fair value measurements

Effective May 1, 2008, Cosan adopted ASC 820, Fair Value Measurements (SFAS 157), for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. ASC 820 establishes a new framework for measuring fair value and expands related disclosures. Broadly, the ASC 820 framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. ASC 820 establishes market or observable inputs as the preferred source of values, followed by assumptions based on hypothetical transactions in the absence of market inputs.

The valuation techniques required by ASC 820 are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from Independent sources, while unobservable inputs reflect market assumptions. These two types of inputs create the following fair value hierarchy:

Level 1 - Quoted prices for identical instruments in active markets.

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 - Significant inputs to the valuation model are unobservable.

The following section describes the valuation methodologies Cosan uses to measure different financial instruments at fair value.

 
28

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
14.
Fair value measurements (Continued)

Derivatives

Cosan uses closing prices for derivatives included in Level 1, which are traded either on exchanges or liquid over-the-counter markets.

The remainder of the derivatives portfolio is valued using internal models, most of which are primarily based on market observable inputs including interest rate curves and both forward and spot prices for currencies and commodities. Derivative assets and liabilities included in Level 2 primarily represent interest rate swaps, foreign currency swaps and commodity forward contracts.

The following table presents our assets and liabilities measured at fair value on a recurring basis as of June 30, 2010.

   
Level 1
   
Level 2
   
Total
 
Assets
                 
Derivatives
    33,427       46,788       80,215  
                         
Liabilities
                       
Derivatives
    (4,643 )     (16,138 )     (20,781 )

15.
Segment information

 
a. 
Segment information

The following information about segments is based upon information used by Cosan’s senior management to assess the performance of operating segments and to decide on the allocation of resources. Cosan’s operating and reportable segments are business units in Brazil that target different industry segments. Each reportable segment is managed separately because of the need to specifically address customer needs in these different industries. The operations of these segments are based solely in Brazil.

Following is a description of the operating segments of the business.

The Sugar and Ethanol (“S&E”) segment produces and sells a broad variety of sugar and ethanol products.

 
29

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
15.
Segment information (Continued)

 
a.
Segment information (continued)

The sugar products include raw (also known as very high polarization - VHP sugar), organic, crystal and refined sugars, which are sold to a wide range of customers in Brazil and abroad. Cosan exports the majority of the sugar produced through international commodity trading companies. Cosan’s domestic customers include wholesale distributors, food manufacturers and retail supermarkets, through which it sells its “Da Barra” and “União” branded products.  The ethanol products include fuel ethanol and industrial ethanol. Cosan’s principal fuel ethanol products are hydrous and anhydrous. Hydrous ethanol is used as an automotive fuel and anhydrous (which has a lower water content than hydrous ethanol) is used as an additive in gasoline.  The fuel ethanol products are mainly sold in the domestic market by fuel distribution companies. Consumption of hydrous ethanol in Brazil is increasing as a result of the introduction of flex fuel vehicles that can run on either gasoline or ethanol (or a combination of both).  In addition, the S&E segment sells liquid and gel ethanol products used mainly in the production of paint, cosmetics and alcoholic beverages for industrial clients in various sectors. Also, the S&E segment includes the co-generation activities and most of the corporate activities.

The Fuel Distribution and Lubricants (“CCL”) segment is engaged in the distribution in Brazil of fuel products, derived from petroleum or ethanol, and lubricants as well as the operation of convenience stores. The network to which the fuel distribution segment distributes such products is comprised of approximately 1,700 fuel stations.

The Sugar Logistics (“Rumo”) segment provides logistics services for the transport, storage and port lifting of sugar for both the S&E segment and third parties.

The accounting policies underlying the financial information provided for the segments are based on Brazilian GAAP. We evaluate segment performance based on information generated from the statutory accounting records.

 
30

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
15.
Segment information (Continued)

 
a.
Segment information (continued)

Segment profit and loss and selected balance sheet data under Brazilian GAAP is as follows:
 
   
June 30, 2010
 
   
S&E
   
CCL
   
RUMO
   
Adjustment/
elimination
   
Consolidated
 
   
Brazilian GAAP
         
US GAAP
 
Balance Sheet:
                             
Property, plant & equiptment (PP&E)
    2,818,027       191,603       229,915       965,741       4,205,286  
Intangible assets
    -       -       -       582,247       582,247  
Loans, net of cash equivalents
    (2,549,978 )     (223,618 )     (82,155 )     40,982       (2,814,768 )
Others assets and net of other liabilities
    1,618,452       1,76,879       16,518       (1,045,810 )     1,666,039  
                                         
Total net Assets
    1,886,501       1,044,864       164,278       543,161       3,638,804  
                                         
Income statements (3 months)
                                       
Net Sales
    701,798       1,495,664       33,671       2,707       2,233,840  
Gross profit
    149,381       114,830       18,368       (43,201 )     239,378  
Selling, general and administrative expenses (SG&A)
    (108,556 )     (74,463 )     (4,482 )     (3,509 )     (191,010 )
Operating income
    40,497       43,239       11,736       (45,409 )     50,063  
Other income (expenses)
    (2,782 )     (2,499 )     4,208       939       (133 )
Other selected data:
                                       
Additions to PP&E (Capex)
    253,790       8,243       68,794               335,480  
Depreciation and amortization
    134,134       9,064       2,105               145,303  
                                         
   
March 31, 2010
 
   
S&E
   
CCL
   
RUMO
   
Adjustment/
elimination
   
Consolidated
 
   
Brazilian GAAP
           
US GAAP
 
Balance Sheet:
                                       
Property, plant & equiptment (PP&E)
    1,330,26       128,712       29,414       771,035       2,259,427  
Intangible assets
    423,571       966       -       707,398       1,131,935  
Loans, net of cash equivalents
    (1,122,560 )     39,663       4,811       (445,889 )     (1,523,975 )
Others assets and net of other liabilities
    2,943,642       (78,223 )     (1,469 )     (2,590,572 )     273,378  
                                         
Total net Assets
    3,574,919       91,118       32,756       (1,558,028 )     2,140,765  
                                         
                   
June 30,2009
                 
   
S&E
   
CCL
   
RUMO
   
Adjustment/
elimination
   
Consolidated
 
   
Brazilian GAAP
           
US GAAP
 
Income Statements (3 months)
                                       
Net Sales
    562,937       1,137,572       18,928       833       1,720,270  
Gross profit
    80,918       90,152       (6,213 )     (18,443 )     158,840  
Selling, general and administrative expenses (SG&A)
    (89,308 )     (53,371 )     (1,660 )     34,364       (109,975 )
Operating income
    (8,147 )     36,780       4,554       16,725       49,912  
Other income (expenses)
    (48,725 )     45,392       (12,241 )     7,647       (7,927 )
Other selected data:
                                       
Additions to PP&E (Capex)
    220,583       6,049       363               226,994  
Depreciation and amortization
    93,258       4,311       1,761               99,330  

 
31

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
15.
Segment information (Continued)

 
b.
Detailed net sales per segment

   
June 30,
2010
   
June 30,
2009
 
S&E (Brazilian GAAP)
           
  Sugar
    462,631       314,145  
  Ethanol
    188,786       220,461  
  Cogeneration
    29,741       14,443  
  Other
    20,640       14,088  
      701,798       562,937  
CCL (Brazilian GAAP)
               
  Fuels
    1,363,004       1,055,989  
  Lubricants
    109,766       72,504  
  Other
    22,894       9,079  
      1,495,664       1,137,572  
Rumo (Brazilian GAAP)
               
  Port lifting
    28,706       18,407  
  Transports
    4,965       521  
      33,671       18,928  
                 
Adjustments / eliminations
    2,707       833  
                 
Total (US GAAP)
    2,233,840       1,720,270  

 
c.
Net sales by region

The percentage of net sales by geographic area for the three-month period ended June 30, 2010 and 2009 are as follows:

   
June 30,
2010
   
June 30,
2009
 
Sales by geographic area
           
             
Brazil
    69.27 %     54,35 %
Europe
    26.82 %     35,34 %
Middle east and Asia
    2.12 %     1,95 %
North America
    0.37 %     6,17 %
Latin American (Except Brazil)
    0.07 %     2,19 %
Others
    1.35 %     -  
Total
    100.00 %     100.00 %

 
32

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)

15.
Segment information (Continued)

 
d.
Concentration of clients

S&E

There are several clients in this segment, one of which represents more than 10% of the segment net sales -- the SUCDEN Group (26,6% for the three-month period ended June 30, 2010 and 33% for the three-month period ended June 30, 2009).

CCL

In this segment there are no clients that represent more than 10% of the net sales for the three-month period ended June 30, 2010 and 2009.

Rumo

For the three-month period ended June 30, 2010 42,7% of the segment net sales were generated from sales to the S&E segment (34.9% for the three-month period ended June 30, 2009). There are two other customers which represented more than 10% of the net sales for three-month period ended June 30, 2010 and 2009 of this segment.  SUCDEN Group accounted for 17% of segment sales for the three-month period ended June 30, 2010 (21% for the three-month period ended June 30, 2009) and the ED&F Man Group accounted for 22.6% of segment sales for the three-month period ended June 30, 2010 (no sales in the previous period).

 
33

 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)

16.
Subsequent events

Subscription Agreement by Means of Capital Increase in  Rumo Logística S.A. (“Rumo”)

On July 2, 2010, the indirect subsidiary Novo Rumo Logística S.A. (“Novo Rumo”), entered into a Subscription Agreement with investment vehicles administered by TPG Capital and Gávea Investimentos (“Investors”). The subscription will take place through capital increase in the amount of $222,037, to be paid in equal portions by the Investors. The aforementioned agreement is subject to certain preceding conditions, which shall have to materialize up to September 30, 2010. At the closing of the operation the Investors shall have to subscribe the shares and pay in the capital, as well as enter into a shareholders’ agreement.  The Company holds, directly and indirectly, approximately 92.9% of Novo Rumo’s equity, which, in turn, holds 99.9% of Rumo’s equity. After the payment, Novo Rumo will hold 75.0% of Rumo’s equity and each of the Investors shall hold 12.5% of the equity.

Capital increase

In the meeting of the Board of Directors of Cosan S.A. held on July 29, 2010, the shareholders unanimously approved a capital increase of $1,525 through the issuance of 449,819 newly registered uncertificated common shares with no par value, in connection with the “Company’s Stock Option Plan” and with the exercise of such option by the eligible executives, at an issuance price of $3.39 per share, set in the terms of the stock option plan. In connection with the issuance of the new shares, Cosan S.A.’s capital comprised 407,010,196 registered uncertificated common shares with no par value.

Approval of additional dividends over the minimum statutory dividend

On July 30, 2010, additional dividends over the minimum statutory dividend of $46,312, were approved in the extraordinary general shareholders’ meeting, totaling an amount of $111,018 of dividends to be distributed on August 30, 2010. From this amount, $70,413 will be remitted to the Company.

BNDES Finance

On August 4, 2010, the indirect subsidiary Rumo, through its subsidiary Cosan Operadora Portuária S.A. (“Portuária”), obtained the approval of BNDES for a credit line of $430,827 to be invested by Portuária in railways and in a construction of a logistic terminal in the region of Itirapina, State of São Paulo. The aforementioned finance is subject to annual interest of 1.92% plus TJLP, with payment due in 12 years.

 
34

 
 
 
COSAN LIMITED

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
16.
Subsequent events (Continued)

Approval of dividends to be distributed by Cosan Limited
On August 6, 2010, the Board of Directors approved the distribution of the dividends which will be received from Cosan S.A. on August 30, 2010. The amount of dividends to be paid to the shareholders on September 10, 2010 is $70,413 thousand.

 
35

 
 

 




Cosan S.A. Indústria e Comércio

Condensed Consolidated Financial Statements

For the three-month periods ended June 30, 2010 and 2009

 
 

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



CONTENTS

 
Report of independent registered public accounting firm
1
   
Condensed consolidated balance sheets
2
Condensed consolidated statements of operations
4
Condensed consolidated statements of shareholders’ equity and comprehensive income (loss)
5
Condensed consolidated statements of cash flows
6
Notes to the condensed consolidated financial statements
7

 
 

 


 
 
 
Report of independent registered public accounting firm

To the Board of Directors and Shareholders of
Cosan S.A. Indústria e Comércio

We have reviewed the condensed consolidated balance sheet of Cosan S.A. Indústria e Comércio and subsidiaries as of June 30, 2010, the related condensed consolidated statements of operations and cash flows for the three-month periods ended June 30, 2010 and 2009 and the condensed consolidated statement of shareholders’ equity and comprehensive income (loss) for the three-month period ended June 30, 2010. These financial statements are the responsibility of the Company's management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Cosan S.A. Indústria e Comércio and subsidiaries as of March 31, 2010, and the related consolidated statements of operations, shareholders’ equity and cash flows for the year then ended not presented herein and in our report dated June 10, 2010, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of March 31, 2010, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

São Paulo, Brazil
August 12, 2010

ERNST & YOUNG
Auditores Independentes S.S.
CRC 2SP015199/O-8


Luiz Carlos Nannini
Accountant CRC 1SP171638/O-7

 
1

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Condensed consolidated balance sheets
June 30, 2010 and March 31, 2010
(In thousands of U.S. dollars, except share data)

   
(Unaudited)
June 30,
   
March 31,
 
   
2010
   
2010
 
Assets
           
Current assets:
           
Cash and cash equivalents
    585,575       605,483  
Restricted cash
    28,462       25,251  
Derivative financial instruments
    80,215       129,456  
Trade accounts receivable, less allowances: June 30, 2010 – $31,206; March 31, 2010 – $32,144
    343,673       430,328  
Inventories
    795,814       587,720  
Advances to suppliers
    179,557       132,258  
Recoverable taxes
    197,266       184,090  
Other current assets
    65,626       48,303  
      2,276,188       2,142,889  
 
               
Property, plant, and equipment, net
    4,059,075       3,997,815  
Goodwill
    1,289,354       1,289,625  
Intangible assets, net
    580,590       600,573  
Accounts receivable from federal government
    186,663       187,385  
Judicial deposits
    93,739       94,083  
Other non-current assets
    450,545       423,447  
      6,659,966       6,592,928  
Total assets
    8,936,154       8,735,817  

 
2

 
 
   
(Unaudited)
 June 30,
   
March 31,
 
   
2010
   
2010
 
Liabilities and shareholders’ equity
           
Current liabilities:
           
   Trade accounts payable
    397,588       319,707  
   Taxes payable
    109,548       121,203  
   Salaries payable
    122,058       79,497  
   Current portion of long-term debt
    473,176       445,593  
   Derivative financial instruments
    20,781       43,067  
   Dividends payable
    64,707       65,451  
   Other current liabilities
    173,522       111,971  
      1,361,380       1,186,489  
                 
Long-term liabilities:
               
Long-term debt
    2,915,024       2,842,953  
Estimated liability for legal proceedings and labor claims
    297,743       294,605  
Taxes payable
    380,702       381,805  
Deferred income taxes
    403,241       408,832  
Other long-term liabilities
    151,794       154,728  
      4,148,504       4,082,923  
                 
Shareholders’ equity
               
Cosan shareholders’ equity:
               
   Common stock, no par value. Authorized 406,560,317 shares; issued and outstanding 406,560,317 as of June 30, 2010 and as of March 31, 2010
    2,420,018         2,420,018  
   Treasury stock
    (1,979 )     (1,979 )
    Additional paid-in capital
    390,884       390,600  
   Accumulated other comprehensive income
    314,686       343,136  
   Retained earnings
    268,688       281,238  
Equity attributable to shareholders of Cosan
    3,392,297       3,433,013  
Equity attributable to noncontrolling interests
    33,973       33,392  
Total shareholders’ equity
    3,426,270       3,466,405  
Total liabilities and shareholders' equity
    8,936,154       8,735,817  


See accompanying notes to condensed consolidated financial statements.

 
3

 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Condensed consolidated statements of operations
Three-month periods ended June 30, 2010 and 2009
(In thousands of U.S. dollars, except share data)
(Unaudited)

   
June 30,
   
June 30,
 
   
2010
   
2009
 
Net sales
    2,233,840       1,720,270  
Cost of goods sold
    (1,993,162 )     (1,560,626 )
Gross profit
    240,678       159,644  
Selling expenses
    (122,709 )     (102,072 )
General and administrative expenses
    (67,906 )     (7,660 )
Operating income
    50,063       49,912  
Other income (expenses):
               
Financial income
    48,989       151,409  
Financial expenses
    (108,838 )     66,133  
Other
    (133 )     (7,921 )
(Loss) income before income taxes and equity in income (loss) of affiliates
    (9,919 )     259,533  
Income taxes expense
    (1,242 )     (76,543 )
(Loss) income before equity in income (loss) of affiliates
    (11,161 )     182,990  
Equity income (loss) of affiliates
    553       (1,713 )
                 
Net (loss) income
    (10,608 )     181,277  
Less net (loss) income attributable to noncontrolling interests
    (1,942 )     3,737  
Net (loss) income attributable to Cosan
    (12,550 )     185,014  
                 
Per-share amounts attributable to Cosan
               
Net (loss) income
               
Basic
    (0.03 )     0.58  
Diluted
    *       0.57  
                 
Weighted number of shares outstanding
               
Basic
    406,560,317       313,845,887  
Diluted **
    *       315,396,031  

* Antidilutive
** Adjusted for the effect of dilutive stock options

See accompanying notes to condensed consolidated financial statements.

 
4

 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Condensed consolidated statements of shareholders’ equity and comprehensive income (loss)
Three-month period ended June 30, 2010
(In thousands of U.S. dollars, except share data)
(Unaudited)

                                 
Accumulated
             
   
Common stock
   
Treasury stock
   
Additional
         
other
   
Non
   
Total
 
                           
paid-in
   
Retained
   
comprehensive
   
controlling
   
shareholders’
 
   
shares
   
amount
   
shares
   
amount
   
capital
   
earnings
   
income
   
Interest
   
equity
 
                                                       
Balances at March 31, 2010
    406,560,317       2,420,018       343,139       (1,979 )     390,600       281,238       343,136       33,392       3,466,405  
                                                                         
Share based compensation
    -       -       -       -       284       -       -       -       284  
Net (loss) income
    -       -       -       -       -       (12,550 )     -       1,942       (10,608 )
Effective portion of gains/losses on derivative instrument that qualifies as a cash flow hedge
      -         -         -         -         -         -         11,125         -         11,125  
Pension Plan
    -       -       -       -       -       -       (515 )     -       (515 )
Currency translation adjustment
    -       -       -       -       -       -       (39,060 )     (1,361 )     (40,421 )
Total comprehensive loss
                                                                    (40,134 )
Balances at June 30, 2010
    406,560,317       2,420,018       343,139       (1,979 )     390,884       268,688       314,686       33,973       3,426,270  


See accompanying notes to condensed consolidated financial statements.

 
5

 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Condensed consolidated statements of cash flows
Three-month periods ended June 30, 2010 and 2009
(In thousands of U.S. dollars)
(Unaudited)
 
   
June 30,
   
June 30,
 
   
2010
   
2009
 
Cash flow from operating activities
           
Net (loss) income for the year attributable to Cosan
    (12,550 )     185,014  
Adjustments to reconcile net income to cash provided by operating activities:
               
Depreciation and amortization
    144,484       100,134  
Deferred income taxes
    (5,288 )     65,989  
Interest, monetary and exchange variation
    72,054       (136,300 )
Others
    27,339       (31,095 )
                 
Decrease/increase in operating assets and liabilities
               
Trade accounts receivable, net
    85,072       56,541  
Inventories
    (157,992 )     88,423  
Advances to suppliers
    (42,561 )     (38,804 )
Recoverable taxes
    (11,826 )     5,326  
Trade accounts payable
    81,518       24,065  
Derivative financial instruments
    67,709       (16,246 )
Taxes payable
    (16,119 )     (29,270 )
Other assets and liabilities, net
    76,258       24,784  
Net cash provided by operating activities
    308,098       298,561  
                 
Cash flows from investing activities:
               
Restricted cash
    (28,462 )     (14,516 )
Cash received from sales of noncurrent assets
    -       60,325  
Acquisition of investment
    (2,080 )     (2,050 )
Acquisition of property, plant and equipment
    (333,280 )     (226,994 )
Acquisitions, net of cash acquired
    372       32,045  
Net cash used in investing activities
    (363,450 )     (151,190 )
                 
Cash flows from financing activities:
               
Related parties
    -       (62,184 )
Additions of long-term debt
    356,588       88,593  
Payments of long-term debt
    (311,767 )     (65,510 )
Net cash provided by (used in) financing activities
    44,821       (39,101 )
Effect of exchange rate changes on cash and
               
   cash equivalents
    (9,379 )     59,048  
Net increase (decrease) in cash and cash equivalents
    (19,908 )     167,318  
Cash and cash equivalents at beginning of period
    605,483       310,710  
Cash and cash equivalents at end of period
    585,575       478,028  
                 
Supplemental cash flow information
               
Cash paid during the period for:
               
Interest
    47,094       22,063  
Income taxes
    3,391       18,287  


See accompanying notes to condensed consolidated financial statements.

 
6

 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)

1.
Operations

Cosan S.A. Indústria e Comércio and subsidiaries (“Cosan” or “the Company”) is incorporated under the laws of the Federative Republic of Brazil. Cosan shares are traded on the São Paulo Stock Exchange (Bovespa).

Cosan Limited, a company incorporated in Bermuda, is the controlling shareholder of Cosan holding a 62.27% interest therein as of June 30, 2010 (62.27% as of March 31, 2010). The class “A” common shares of Cosan Limited are traded in the New York Stock Exchange (NYSE) and Bovespa.

The companies included in the consolidated financial statements have as their primary activity the production of ethanol and sugar, the marketing and distribution of fuel and lubricants in Brazil, and logistics services in the state of São Paulo, Brazil.

On February 1, 2010, the Company announced that it, along with Royal Dutch Shell, had reached a non-binding memorandum of understanding to form a joint venture for a combined 50/50 investment. Cosan will contribute its sugar and ethanol and its distribution assets to the joint venture while Shell will contribute its distribution assets in Brazil. Shell will also make a fixed cash contribution in the amount of $1,625 billion over a 2 year period. The closing of this transaction is dependent upon the conclusion of the negotiations. During the three-month period ended June 30, 2010, this association did not generate any accounting records.

 
7

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
2.
Presentation of the consolidated financial statements

 
a.
Basis of reporting for interim financial statements

In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s results for the periods presented. Interim results for the three-month period ended June 30, 2010, are not necessarily indicative of the results that may be expected for the fiscal year.

The unaudited condensed consolidated financial statements include the accounts of Cosan and its subsidiaries. All significant intercompany transactions have been eliminated.

These financial condensed consolidated statements should be read in conjunction with Cosan`s annual financial consolidated statements for the fiscal year ended March 31, 2010.

The accounts of Cosan and its subsidiaries are maintained in Brazilian reais, which is the functional currency.  The accounts have been translated into U.S. dollars in accordance with Accounting Standards Codification (“ASC”) 830, “Foreign Currency Matters”.

The exchange rate of the Brazilian real (R$) to the US$ was R$1.8015=US$ 1.00 at June 30, 2010 and R$1.7810=US$1.00 at March 31, 2010.

 
b.
Use of estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates. These estimates and assumptions are reviewed and updated regularly to reflect recent experience.

 
8

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
2.
Presentation of the consolidated financial statements (Continued)

 
c.
New Accounting Pronouncements

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements, which will require companies to make new disclosures about recurring or nonrecurring fair value measurements including significant transfers into and out of Level 1 and Level 2 fair value hierarchies and information on purchases, sales, issuance and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. The ASU is effective prospectively for financial statements issued for fiscal years and interim periods beginning after December 15, 2009. The new disclosures about purchases, sales, issuance and settlements on a gross basis in the reconciliation of Level 3 fair value measurements is effective for interim and annual reporting periods beginning after December 15, 2010. The Company expects that the adoption of ASU 2010-06 will not have a material impact on its consolidated financial statements.

 
d.
Derivative financial instruments

Cosan accounts for derivative financial instruments utilizing ASC 815, “Accounting for Derivative Instruments and Hedging Activities”, as amended. As part of Cosan’s risk management program, it uses a variety of financial instruments, including commodity futures contracts, forward currency agreements, interest rate and foreign exchange swap contracts and option contracts. Beginning April 1, 2010 Cosan recognized a portion of its derivative instruments as cash flow hedge transactions.  The derivative instruments are measured at fair value and the gains or losses resulting from the changes in fair value of the instruments are recorded in financial income or financial expense or other comprehensive income when designated as a cash flow hedge. See note 12 for further detail.

 
9

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
3.
Inventories

   
June 30, 2010
   
March 31, 2010
 
Finished goods:
           
Sugar
    165,911       52,561  
Ethanol
    178,626 151,562       31,573 149,613  
Lubricants and fuel (Gasoline, Diesel and Ethanol)
      496,099       233,747  
                 
Annual maintenance cost of growing crops
    203,896       243,709  
Others
    95,819       110,264  
      795,814       587,720  
 
4.
Taxes payable
 
   
June 30,
2010
   
March 31,
2010
 
             
ICMS – State VAT
    21,059       27,623  
IP
    8,559       3,582  
INSS
    13,328       13,414  
PIS
    2,608       4,564  
COFINS
    12,136       18,010  
Tax Recovery from Brazilian Law No 11.941/09 and MP 470/09
    367,834       373,650  
Income Tax and Social Contribution
    52,564       50,471  
Others
    12,162       11,694  
      490,250       503,008  
Current liabilities
    (109,548 )     (121,203 )
Long-term liabilities
    380,702       381,805  

 
10

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
5.
Long-term debt

Long-term debt is summarized as follows:

 
 
 
Index
 
Average
annual
interest rate
   
June 30,
2010
   
March 31,
2010
 
Resolution No. 2471 (PESA)
IGP-M
    3.9%       305,050       295,291  
Senior notes due 2014
US Dollar
    9.5%       362,838       354,433  
Senior notes due 2017
US Dollar
    7.0%       411,589       404,589  
Perpetual notes
US Dollar
    8.3%       455,304       455,304  
BNDES
TJLP
    3.6%       741,719       520,068  
Credit notes
DI
    2.4%       169,220       212,660  
Credit notes
US Dollar
    6.2%       101,076       102,656  
Export Pre-payments
US Dollar
    6.2%       495,805       547,230  
Others
Various
 
Various
      345,599       396,315  
                3,388,200       3,288,546  
Current portion               (473,176 )     (445,593 )
Long-term debt               2,915,024       2,842,953  

Long-term debt has the following scheduled maturities:

2011
    366,293  
2012
    360,990  
2013
    421,913  
2014
    206,167  
2015
    79,188  
2016
    478,703  
2017
    94,782  
2018 and thereafter
    906,988  
      2,915,024  

Resolution No. 2471 - Special Agricultural Financing Program (Programa Especial de Saneamento de Ativos), or PESA

To extend the repayment period of debts incurred by Brazilian agricultural producers, the Brazilian government passed Law 9.138 followed by Central Bank Resolution 2,471, which, together, formed the PESA program.  PESA offered certain agricultural producers with certain types of debt the opportunity to acquire Brazilian treasury bills (“CTNs”) in an effort to restructure their agricultural debt. The face value of the Brazilian treasury bills was the equivalent of the value of the restructured debt and was for a term of 20 years.

 
11

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
5.
Long-term debt (Continued)

Resolution No. 2471 - Special Agricultural Financing Program (Programa Especial de Saneamento de Ativos), or PESA (Continued)

The acquisition price was calculated by the present value, discounted at a rate of 12% per year or at the equivalent of 10.4% of its face value. The CTNs were deposited as a guarantee with a financial institution and cannot be renegotiated until the outstanding balance is paid in full. The outstanding balance associated with the principal is adjusted in accordance with the IGP-M until the expiration of the restructuring term, which is also 20 years, at which point the debt will be discharged in exchange for the CTNs. Because the CTNs will have the same face value as the outstanding balance at the end of the term, it will not be necessary to incur additional debt to pay PESA debt.

On July 31, 2003, the Central Bank issued Resolution 3,114, authorizing the reduction of up to five percentage points of PESA related interest rates, effectively lowering the above-mentioned rates to 3%, 4% and 5%, respectively. The CTNs held by Cosan as of June 30, 2010 and March 31, 2010 amounted to $137,653 and $133,039, respectively, and are classified as other non-current assets.

Senior notes due 2017

On January 26, 2007, the wholly-owned subsidiary Cosan Finance Limited issued $400,000 of senior notes in the international capital markets. These senior notes, listed on the Luxembourg Stock Exchange, mature in November 2017 and bear interest at a rate of 7% per annum, payable semi-annually. The senior notes are guaranteed by Cosan, and its subsidiary, Cosan Açúcar e Álcool.

Senior notes due 2014

On August 4, 2009, the indirect subsidiary CCL Finance Limited issued $350,000 of senior notes in the international capital markets. These senior notes, listed on the Luxembourg Stock Exchange, mature in August 2014 and bear interest at a rate of 9.5% per annum, payable semi-annually in February and August of each year, from February of 2010.

 
12

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
5.
Long-term debt (Continued)

Perpetual notes

On January 24 and February 10, 2006, Cosan issued perpetual notes which are listed on the Luxembourg Stock Exchange - EURO MTF. These notes bear interest at a rate of 8.25% per year, payable quarterly on May 15, August 15, November 15 and February 15 of each year, beginning May 15, 2006.

These notes may, at the discretion of Cosan, be redeemed on any interest payment date subsequent to February 15, 2011. The notes are guaranteed by Cosan and by Cosan Açúcar e Álcool.

Export Pre-payment Notes

During the third quarter of 2009, the Company obtained funds from export pre-payment notes for the total amount of $530,000. The export pre-payment notes are due from 2012 through 2014, and bear interest of Libor plus 6.2%.

BNDES

Refers to the financing of cogeneration projects, as well as the financing of Jataí and Caarapó greenfields (sugar and ethanol mills). The BNDES financing is due from 2012 through 2025.

Credit Notes

The Company executed several credit note agreements with several financial institutions during 2010 which will be paid through export operations during 2012. The credit notes bear interest at rates between 2.1% and 6.2% per annum, payable semi-annually.

Covenants

Cosan and its subsidiaries are subject to certain restrictive covenants related to their indebtedness.

At June 30, 2010, Cosan was in compliance with its debt covenants.

 
13

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
6.
Related parties

Assets and liabilities with related parties are summarized as follows:

   
Assets
 
   
June 30,
2010
   
March 31,
2010
 
             
Rezende Barbosa S.A. Administração e Participações
    48,262       48,889  
Vertical UK LLP
    18,035       8,403  
Others
    5,585       2,377  
      71,882       59,669  
Current (*)
    (27,690 )     (13,958 )
Nuncurrent (*)
    44,192       45,711  
                 
                 
   
Liabilities
 
   
June 30,
2010
   
March 31,
2010
 
                 
Rezende Barbosa S.A. Administração e Participações
    60,948       -  
Logispot  Armazéns Gerais S.A.
    4,161       6,313  
Others
    1,543       1,781  
      66,652       8,094  
Current (*)
    (66,652 )     (8,094 )
Nuncurrent
    -       -  
(*) included in other current and non-current assets or liabilities
               
                 

A receivable of $48,262 ($48,889 as of March 31, 2010) with Rezende Barbosa S.A. Administração e Participações related to credits assumed by Rezende Barbosa, in connection with the acquisition of Cosan Alimentos and intercompany loans.

The amount receivable from the affiliate Vertical UK LLP, refers to ethanol trading, with an average maturity date of 30 days.

A payable of $60,948 with Rezende Barbosa S.A. Administração e Participações related to purchase of sugar cane. This amount is presented offset of credits assumed by Rezende Barbosa, in connection with the acquisition of Cosan Alimentos and intercompany loans.

The payable to Logispot is related to the remaining payment in connection with the interest acquired.

 
14

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
6.
Related parties (Continued)

Cosan conducts some of its operations through various joint ventures and other partnership forms which are principally accounted for using the equity method.  The condensed consolidated income statement includes the following amounts resulting from transactions with related parties:

   
June 30,
2010
   
June 30, 
2009
 
Transactions involving assets
           
Cash received due to the sale of finished products, services performed, and assets held, net of payments
    (29,720 )     (38,781 )
Sale of finished products and services
    -       146,986  
Purchase of finished products and services
    -       (146,986 )
Sale of finished products and services in a subsidiary
    42,676       35,386  
Receivables added through acquisition of Nova América
    -       71,061  
                 
Transactions involving liabilities
               
Payment of financial resources, net of funding
    (4,510 )     (1,809 )
Purchase of sugar cane
    63,449       -  
Financial income/expenses
    -       (30,885 )
                 

The purchase and sale of products are carried out at arm’s length and unrealized profit or losses with consolidated companies have been eliminated. Those operations are also carried out at prices and under conditions similar to those existing in the market.

At June 30 and March 31, 2010, Cosan S.A. and its subsidiaries were lessees of approximately 68,000 hectares (unaudited) of affiliated companies’ land and land of its related party Radar Propriedades Agrícolas S.A., which is controlled by another shareholder. These operations are carried out under conditions and prices similar to those prevailing in the market, calculated based on sugarcane tons per hectare, valued in accordance with the price established by CONSECANA (São Paulo State Council of Sugarcane, Sugar and Ethanol Producers).

 
15

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
7.
Estimated liability for legal proceedings and labor claims and commitments

   
June 30,
2010
   
March 31,
2010
 
Tax contingencies
    174,837       173,924  
Civil and labor contingencies
    122,906       120,681  
      297,743       294,605  

Cosan and its subsidiaries are parties in various ongoing labor claims, civil and tax proceedings in Brazil arising in the normal course of its business. Respective provisions for contingencies were recorded considering those cases in which the likelihood of loss has been rated as probable. Management believes resolution of these disputes will have no significant effect compared to the estimated amounts accrued.

Judicial deposits recorded by Cosan under other non-current assets, in the balance sheets, amounting to $74,406 at June 30, 2010 ($94,083 at March 31, 2010) have been made for certain of these suits. Judicial deposits are restricted assets of Cosan placed on deposit with the court and held in judicial escrow pending legal resolution of the related legal proceedings.

The major tax contingencies as of June 30, 2010 and March 31, 2010 are described as follows:
 
   
June 30,
2010
   
March 31,
2010
 
Compensation with Finsocial
    97,329       97,114  
ICMS credits
    44,105       33,824  
PIS and Cofins
    14,099       11,910  
IPI – Federal VAT
    4,686       4,692  
Other
    14,618       26,384  
      174,837       173,924  

 
16

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
7.
Estimated liability for legal proceedings and labor claims and commitments (Continued)

The detail of the movement in the estimated liability for legal proceedings and labor claims is as follows:

Balance at March 31, 2010
    294,605  
Provision
    7,494  
Settlements
    (1,004 )
Foreign currency translation
    (3,352 )
Balance at June 30, 2010
    297,743  

In addition to the aforementioned claims, Cosan and its subsidiaries are involved in other contingent liabilities relating to tax, civil and labor claims and environmental matters, which have not been recorded, considering their current stage and the likelihood of unfavorable outcomes rated as possible. These claims are broken down as follows:

   
June 30,
2010
   
March 31,
2010
 
Withholding Income Tax
    103,579       102,652  
ICMS – State VAT
    187,457       180,988  
IAA - Sugar and Ethanol Institute
    1,418       1,428  
IPI - Federal Value-added tax
    239,167       246,190  
INSS
    2,364       2,280  
PIS and COFINS
    80,567       80,604  
Civil and labor
    278,883       275,403  
Other
    72,733       66,134  
      966,168       955,679  

 
17

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
8.
Accounts receivable from Federal Government

The subsidiary Cosan Açúcar e Álcool has several indemnification suits filed against the Federal Government. The suits relate to product prices that did not conform to the reality of the market, which were mandatorily established at the time the sector was under the Government‘s control.

In connection with one of these suits, a final and unappealable decision in the amount of US$149,121 was rendered in September 2006 in favor of Usina de Barra. This has been recorded as a gain in the statement of operations in 2007. Since the recorded amount is substantially composed of interest and monetary restatement, it was recorded in financial income and in a non-current receivable on the balance sheet. In connection with the settlement process, the form of payment continues to be negotiated with the government.

At June 30, 2010, the receivable and corresponding lawyers’ fees totaled US$186,663 and US$22,399 (US$187,385 and US$22,486 at March 31, 2010), respectively.
 
9.
Income taxes

Income tax benefit (expense) attributable to income from operations for the three-month periods ended June 30, 2010 and 2009 consists of:

   
June 30,
2010
   
June 30,
2009
 
Income taxes benefit (expense):
           
   Current
    (6,530 )     (11,240 )
   Deferred
    5,288       (65,303 )
      (1,242 )     (76,543 )

 
18

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
9.
Income taxes (Continued)

Income taxes for the three-month periods ended June 30, 2010 and 2009 differed from the amounts computed by applying the income tax rate of 25% and social contribution tax rate of 9% to income before income taxes due to the following:

   
June 30,
2010
   
June 30,
2009
 
Income (loss) before income taxes and equity in income (loss) of affiliates
    (9,919 )     259,533  
Income tax benefit (expense) at statutory rate — 34%
    3,373       (88,241 )
Increase (reduction) in income taxes resulting from:
               
Equity in earnings of affiliates not subject to taxation
    188       (582 )
Tax loss on tax free entities
    (1,856 )     -  
Nondeductible goodwill amortization
    -       12,206  
Nondeductible donations and contributions
    (817 )     (236 )
Recognized granted options
    (97 )     (570 )
Others
    (2,033 )     880  
Income tax (expense) benefit
    (1,242 )     (76,543 )

Cosan accounts for unrecognized tax benefits in accordance with ASC 740, “Accounting for Uncertainly in Income Taxes”. A reconciliation of the beginning and ending amount of unrecognized tax benefits in the estimated liability for legal proceedings, and labor claims, is as follows

Balance at March 31, 2010
    49,013  
Accrued interest on unrecognized tax benefit
    709  
Settlements
    -  
Effect of foreign currency translation
    (558 )
Balance at June 30, 2010 (*)
    49,164  
(*) Recorded as taxes payable (long-term)

It is possible that the amount of unrecognized tax benefits will change in the next twelve months, however, an estimate of the range of the possible change cannot be made at this time due to the long time to reach a settlement agreement or decision with the taxing authorities.

The Company and its subsidiaries file income tax returns in Brazil and they are subject to income tax examinations by the relevant tax authorities for the years 2005 through 2010.

 
19

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
10.
Shareholders’ equity

Capital

As of June 30, 2010, the Company’s capital is represented by 406,560,317 common shares (406,560,317 as of March 31, 2010), with no par value.

Treasury stock

During ended March 31, 2009, the Company acquired 343,139 common shares from dissident shareholders related to a prior acquisition. These shares are held in treasury.
 
11.
Deferred gain on sale of investments in subsidiaries

Agrícola Ponte Alta S.A. is a subsidiary whose principal assets are land used for the growing of sugarcane for Cosan. On December 15, 2008, the shareholders approved a partial spin-off of the assets of Ponte Alta and created four new subsidiaries.  Agricultural land was then transferred from Ponte Alta to each of the entities. On December 30, 2008, two of the entities, Nova Agrícola Ponte Alta S.A. and Terras da Ponte Alta S.A. were sold to Radar, an affiliate company accounted for by the equity method. The selling price was fair value, $123,596, which resulted in a gain of $47,080. This gain has previously been deferred since there were no lease contracts executed for the land, which was being used by Cosan for a monthly fee.  During the year ended March 31, 2009 the lease contracts were executed, and the gain is being amortized to profit and loss over the 19 year average term of the leases since then.
 
During the three-month period ended June 30, 2010, the Company recognized a gain of $939 related to this sale-leaseback transaction.

 
20

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
12.
Share-based compensation

Cosan offers a stock option plan to officers and employees. The plan authorizes the issue of up to 5% of the shares comprising Cosan’s share capital. The exercise of options may be settled only through issuance of new common shares or treasury shares.

The employees that leave Cosan before the vesting period will forfeit 100% of their rights. However, if the employment is terminated by Cosan without cause, the employees will have right to exercise 100% of their options of that particular year plus the right to exercise 50% of the options of the following year.

The fair value of share-based awards was estimated using a binominal model with the following assumptions:

   
Options
granted on
September 22,
2005
   
Options
granted on
September
11, 2007
   
Options
granted on
August 7, 2009
 
Grant price - in U.S. dollars
    3.39       3.39       3.39  
Expected life (in years)
    7.5       7.5    
Immediate
 
Interest rate
    14.52 %     9.34 %     (1 )
Expected Volatility
    34.00 %     46.45 %     (1 )
Expected Dividend yield
    1.25 %     1.47 %     (1 )
Weighted-average fair value at grant date - in U.S. dollars
    6.86       5.67       (1 )

 
(1)
The options were fully vested at the date of issuance so the fair value was the quoted market price as of the grant date.

As of June 30, 2010, the amount of $1,360 related to the unrecognized compensation cost related to stock options is expected to be recognized in 3 months.

As of June 30, 2010 there were 653,976 options outstanding with a weighted-average exercise price of $3.39.

 
21

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
13.
Risk management and financial instruments

 
a) 
Risk management

The Company is exposed to market risks, mainly related to the volatility of sugar prices and foreign exchange rates. Management analyzes these risks and uses financial instruments to hedge a portion of the risk exposure.

On June 30 and March 31, 2010, fair values related to transactions involving derivative financial instruments with the purpose of hedge or other purposes were measured at market value (fair value) by observables factors such as quoted prices in active markets or discounted cash flows based on market curves and are presented below:

   
Notional
   
Fair Value
 
   
June 30,
2010
   
March 31,
2010
   
June 30,
2010
   
March 31,
2010
 
 Price risk
                       
 Commodity derivatives
                       
 Future contracts
    609,197       661,110       26,497       63,101  
 Options contracts
    22,410       603,357       (1,831 )     (6,586 )
 Swap contracts
    -       56,594       -       607  
                      24,666       57,121  
 Exchange rate risk
                               
 Exchange rate derivative
                               
 Future contracts
    317,325       1,180,829       1,537       264  
 Forward contracts
    685,601       537,422       27,899       20,527  
 Options contracts
    518,736       377,036       6,162       8,827  
 Swap contracts
    178,753       180,810       -       -  
                      35,598       29,618  
 Interest rate risk
                               
 Interest derivative
    287,977       291,291       (830 )     (350 )
                      (830 )     (350 )
 TOTAL
                    59,434       86,389  
 Total Assets
                    80,215       129,456  
 Total Liabilities
                    (20,781 )     (43,067 )

 
22

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
13.
Risk management and financial instruments (Continued)

 
b) 
Price risk

This arises from the possibility of fluctuations in the market prices of products sold by the Company, mainly raw material sugar - VHP (sugar #11) and white sugar (LIFFE sugar #5). These fluctuations in prices can cause substantial changes in the revenues of the Company.  To mitigate these risks, the Company constantly monitors the markets, seeking to anticipate changes in prices. IThe positions of the consolidated derivative financial instruments to hedge the price risk of commodities are shown in the table below:

Price risk: price derivatives outstanding on June 30, 2010
 
Derivative
 
Purchased /
sold
 
 
Market
 
Contract
 
 
Maturity
 
Notional
   
Fair
value
   
Derivative financial instruments designated in the cash flow hedge accounting
 
                             
Swap
 
Sold
 
OTC
    #11  
Sep-10
    90,728       16,598  
Future
 
Sold
 
NYBOT
    #11  
Sep-10
    82,819       7,059  
Future
 
Sold
 
NYBOT
    #11  
Feb-11
    68,355       2,231  
Future
 
Sold
 
NYBOT
    #11  
Apr-11
    23,093       2,300  
Future
 
Sold
 
NYBOT
    #11  
Jun-11
    86,411       2,145  
Future
 
Sold
 
NYBOT
    #11  
Sep-11
    52,284       22  
                                30,355  
                                   
Derivative financial instruments not designated in the cash flow hedge accounting
Future
 
Sold
 
LIFFE
 
White Sugar
 
Jul-10
    14,385       (1,558 )
Future
 
Sold
 
LIFFE
 
White Sugar
 
Sep-10
    10,862       655  
Future
 
Sold
 
NYBOT
    #11  
Sep-10
    89,377       10,212  
                                9,309  
                                   
Future
 
Purchased
 
NYBOT
    #11  
Sep-10
    (4,225 )     74  
Future
 
Purchased
 
NYBOT
    #11  
Feb-11
    (80,496 )     (13,148 )
Future
 
Purchased
 
NYBOT
    #11  
Apr-11
    (1,930 )     (79 )
Future
 
Purchased
 
NYBOT
    #11  
Jun-11
    (1,871 )     (88 )
                                (13,241 )
                                   
Future
 
Purchased
 
NYMEX
 
HO
 
Jul-10
    (2,361 )     74  
                                74  
                                   
Call
 
Purchased
 
OTC
    #11  
Sep-10
    (2,328 )     77  
Call
 
Purchased
 
OTC
    #11  
Sep-10
    (2,460 )     77  
                                154  
Call
 
Sold
 
NYBOT/OTC
    #11  
Sep-10
    4,283       (627 )
Call
 
Sold
 
NYBOT/OTC
    #11  
Sep-10
    3,734       (440 )
Call
 
Sold
 
NYBOT/OTC
    #11  
Feb-11
    3,022       (732 )
Call
 
Sold
 
NYBOT
    #11  
Feb-11
    451       (138 )
Call
 
Sold
 
NYBOT
    #11  
Feb-11
    160       (49 )
                                (1,985 )
                                   
Put
 
Purchased
 
NYBOT/OTC
    #11  
Sep-10
    3,759       2,823  
Put
 
Purchased
 
NYBOT/OTC
    #11  
Sep-10
    1,312       1,055  
                                3,878  
Put
 
Sold
 
NYBOT/OTC
    #11  
Sep-10
    (819 )     (2,823 )
Put
 
Sold
 
NYBOT/OTC
    #11  
Sep-10
    (82 )     (1,055 )
                                (3,878 )
Total Commodities
                          24,666  

 
23

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)

13.
Risk management and financial instruments (Continued)

 
c)
Foreign exchange risk

This arises from the possibility of fluctuations in the exchange rates of the foreign currencies used by the Company for the export revenues of products, imports, debt cash flow and other assets and liabilities denominated in a foreign currency.  The Company uses derivative transactions to manage the risks of cash flow coming from the export revenues denominated in U.S. dollars, net of other cash flows denominated in foreign currency. The table below demonstrates the consolidated positions open on June 30, 2010 of derivatives used to hedge exchange rates:

Foreign exchange risk: Exchange rate derivatives outstanding on June 30, 2010
 
 
Derivative
 
Purchased/ sold
 
 
Market
 
 
Contract
 
 
Maturity
 
Notional
   
Fair value
 
             
Derivative financial instruments designated in the cash flow hedge accounting
           
Forward
 
Sold
 
OTC/Cetip
 
NDF
 
Jul-10
    53,733       3,469  
Forward
 
Sold
 
OTC/Cetip
 
NDF
 
Aug-10
    79,788       3,791  
Forward
 
Sold
 
OTC/Cetip
 
NDF
 
Sep-10
    5,640       527  
Forward
 
Sold
 
OTC/Cetip
 
NDF
 
Sep-10
    25,636       2,114  
Forward
 
Sold
 
OTC/Cetip
 
NDF
 
Oct-10
    81,851       5,843  
Forward
 
Sold
 
OTC/Cetip
 
NDF
 
Dec-10
    53,081       1,275  
Forward
 
Sold
 
OTC/Cetip
 
NDF
 
Jan-11
    49,659       2,504  
Forward
 
Sold
 
OTC/Cetip
 
NDF
 
May-11
    78,424       2,269  
Forward
 
Sold
 
OTC/Cetip
 
NDF
 
Jul-11
    55,121       407  
Forward
 
Sold
 
OTC/Cetip
 
NDF
 
Aug-11
    57,591       2,222  
Forward
 
Sold
 
OTC/Cetip
 
NDF
 
Oct-11
    145,079       3,479  
                              27,899  
Derivative financial instruments not designated in the cash flow hedge accounting                
Future
 
Sold
 
BMFBovespa
 
Commercial U.S.
dollar rate
 
 
Aug-10
    152,879       573  
Future
 
Sold
 
BMFBovespa
 
Commercial U.S.
dollar rate
 
 
Dec-10
    71,708       441  
Future
 
Sold
 
BMFBovespa
 
Commercial U.S.
dollar rate
 
 
Jul-11
    189,260       1,177  
Future
 
Sold
 
BMFBovespa
 
Commercial U.S.
dollar rate
 
 
Aug-11
    43,586       270  
Future
 
Sold
 
BMFBovespa
 
Euro
 
Jul-10
    8,445       (4 )
                              2,457  
Future
 
Purchased
 
BMFBovespa
 
Commercial U.S.
dollar rate
 
 
Dec-10
    (51,220 )     (315 )
Future
 
Purchased
 
BMFBovespa
 
Commercial U.S.
dollar rate
 
 
Jul-11
    (97,334 )     (605 )
                              (921 )
Put Onshore
 
Purchased
 
BMFBovespa
 
Commercial U.S.
dollar rate
 
 
Oct-10
    485,706       5,393  
Put Offshore
 
Purchased
 
OTC
 
Commercial U.S.
dollar rate
 
 
Feb-11
    23,748       424  
Put Offshore
 
Purchased
 
OTC
 
Commercial U.S.
dollar rate
 
 
Feb-11
    9,281       346  
                              6,163  
Total Exchange rate derivative
                35,598  

 
24

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
13.
Risk management and financial instruments (Continued)

On June 30, 2010 and March 31, 2010, the Company had the following net exposure to the variation of U.S. dollar assets and liabilities denominated in U.S. dollars:

   
June 30,
2010
   
March 31,
2010
 
Amounts pending foreign exchange closing
    24,906       71,732  
Overnight
    28,254       28,338  
Trade notes receivable - foreign
    70,702       83,467  
Senior Notes due in 2014
    (362,838 )     (354,433 )
Senior Notes due in 2017
    (411,589 )     (404,589 )
Perpetual bonds
    (455,303 )     (455,304 )
Foreign currency-denominated loans
    (203,316 )     (269,066 )
Export pre payments
    (499,090 )     (550,552 )
Restricted cash
    28,462       25,251  
Exchange exposure
    (1,779,812 )     (1,825,156 )

 
d)
hedge accounting effects

The Company formally designated its transactions subject to hedge accounting for cash flow hedges from sugar VHP (raw material) export revenue, documenting: (i) the relationship of the hedge, (ii) the Company’s purpose for taking the hedge and its risk management strategy, (iii) identification of the financial instrument, (iv) the transaction or item covered, (v) the nature of the risk being hedged, (vi) a description of the hedging relationship (vii) the demonstration of correlation between the hedge and the object of coverage, and (viii) the prospective analysis of hedge effectiveness. The Company has designated derivative financial instruments of Sugar # 11 (NYBOT or OTC) to cover the risk of price and Non-Deliverable Forwards (NDF) to cover exchange rate risk, as demonstrated in topics (b) and (c) of this Note.

The Company records gains and losses deemed effective for purposes of hedge accounting to a specific account in shareholders´ equity (“other comprehensive income”), until the object of coverage (hedged item) affects the profit and loss. When the hedged item affects the profit and loss, the gain or loss is recorded in the same line as the hedged item (in this case, sales revenue). On June 30, 2010, the impact recorded in equity and the periods in which they will affect the profit and loss are as follows:

 
25

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
13.
Risk management and financial instruments (Continued)
 
               
Expected period to affect P&L
 
Derivative
Market
   
Risk
     
2010/2011
     
2011/2012
     
Total
 
                                   
Future
OTC / NYBOT
    #11       3,695       3,302       6,997  
NDF
OTC/Cetip
 
USD
      3,246       6,613       9,859  
(-) Deferred income taxes
            (2,360 )     (3,371 )     (5,731 )
Total
              4,581       6,544       11,125  
 
The detail of the movement of the cash flow hedge gain or loss in other comprehensive income is as follows:

Cash flow hedges
     
       
Balance at March 31, 2010
    -  
Gain/(losses) of cash flow hedges for the period
       
Commodities future and swap contracts
    6,448  
Currency forward contracts
    9,860  
Reclassification adjustments for losses included in the income statement (net sales)
    548  
Tax effect on gain/(losses) of cash flow hedges for the period – 34%
    (5,731 )
Balance at June 30, 2010
    11,125  

During the three-month period ended June 30, 2010, there was no effect on results for operations of hedged items that would no longer qualify to be designated to hedge accounting. Also, the Company recorded the amount of $215 related to the gains and losses of the hedges’ ineffectiveness during the three-month period ended June 30, 2010.

 
e)
Interest rate risk

The Company monitors fluctuations of the interest rates related to certain loan contracts, mainly those with Libor interest rate risk, and in the event of increased volatility of such rates, it may engage in transactions with derivatives so as to minimize such risks. At June 30, 2010, the Company presented the following net balance sheet exposure related to interest rate risk:
 
Interest rate risk: outstanding interest rate swap derivatives on June 30, 2010
   
Derivative
 
Purchased/
sold
 
Market
 
Contract
 
Number of
contracts
 
Average price
 
Notional
   
Fair
Value
 
                                 
Swap
 
Purchased
 
OCT/Cetip
 
Fix/Libor 3 month
    1  
1,199% / Libor 3 month
    300,000       (830 )
 
 
26

 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
13.
Risk management and financial instruments (Continued)

 
f)
Credit risk

A significant portion of sales made by the Company is to a select group of best-in-class counterparts (i.e. trading companies, fuel distribution companies and large supermarket chains).

Credit risk is managed through specific rules of client acceptance including credit ratings and limits for customer exposure, including the requirement of a letter of credit from major banks and obtaining actual warranties on given credit, when applicable. Management believes that the risk of credit is covered by the allowance for doubtful accounts.

The Company buys and sells commodity derivatives in futures and options markets on the New York Board of Trade (NYBOT) and the London International Financial Futures and Options Exchange (LIFFE), as well as in the over-the-counter (OTC) market with selected counterparties. The Company buys and sells foreign exchange derivatives on BM&FBovespa and OTC contracts registered with CETIP (OTC clearing house) with banks Goldman Sachs & Co, Banco Barclays S.A., BNP Paribas Commodity Futures Ltd, Newedge LLC, Macquarie Bank Ltd, ADM Investors Services International Limited (Hencorp), Prudential Bache Commodities LLC, Natixis Commodity Markets Ltd,   Espirito Santo Investmento do Brasil S.A., Deutsche Bank S.A. – Banco Alemão, Banco Bradesco S.A., Banco JP Morgan S.A., Banco Standard de Investimentos S.A., Banco Morgan Stanley Witter S.A. e Banco BTG Pactual S.A

Guarantee margins – The Company’s derivative operations on commodity exchanges (NYBOT, LIFFE and BM&FBovespa) require an initial guarantee margin. The brokers with which the Company operates on these commodity exchanges offer credit limits for these margins. As of June 30, 2010, the total credit limit used as initial margin was $30,434 ($38,543 as of March 31, 2010). As a requirement to trade in BM&FBovespa, the Company posted on June 30, 2010, the amount of $53,313 ($46,627 as of March 31, 2010) as guarantee in the form of a settlement bond issued by a first-class banking institution. Over-the-counter derivative transactions of the Company are exempt from margin guarantees.

 
27

 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Condensed consolidated statements of cash flows
Three-month periods ended June 30, 2010 and 2009
(In thousands of U.S. dollars)
(Unaudited)

13.
Risk management and financial instruments (Continued)

 
g)
Debt acceleration risk

As of June 30, 2010 and March 31, 2010, the Company was a party to loan and financing agreements with covenants generally applicable to these operations, including requirements related to cash generation, debt to equity ratio and others. These covenants are being fully complied with by the Company and do not place any restrictions on its operations as a going-concern.
 
14.
Fair value measurements

Effective May 1, 2008, Cosan adopted ASC 820, Fair Value Measurements (SFAS 157), for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. ASC 820 establishes a new framework for measuring fair value and expands related disclosures. Broadly, the ASC 820 framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. ASC 820 establishes market or observable inputs as the preferred source of values, followed by assumptions based on hypothetical transactions in the absence of market inputs.

The valuation techniques required by ASC 820 are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. These two types of inputs create the following fair value hierarchy:

Level 1 - Quoted prices for identical instruments in active markets.

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 - Significant inputs to the valuation model are unobservable.

The following section describes the valuation methodologies Cosan uses to measure different financial instruments at fair value.

 
28

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
14.
Fair value measurements (Continued)

Derivatives
 
Cosan uses closing prices for derivatives included in Level 1, which are traded either on exchanges or liquid over-the-counter markets.
 
The remainder of the derivatives portfolio is valued using internal models, most of which are primarily based on market observable inputs including interest rate curves and both forward and spot prices for currencies and commodities. Derivative assets and liabilities included in Level 2 primarily represent interest rate swaps, foreign currency swaps and commodity forward contracts.

The following table presents our assets and liabilities measured at fair value on a recurring basis as of June 30, 2010.

   
Level 1
   
Level 2
   
Total
 
Assets
                 
Derivatives
    33,427       46,788       80,215  
                         
Liabilities
    (4,643 )     (16,138 )     (20,781 )
Derivatives
                       
 
15.
Segment information

 
a.
Segment information

The following information about segments is based upon information used by Cosan’s senior management to assess the performance of operating segments and to decide on the allocation of resources. Cosan’s operating and reportable segments are business units in Brazil that target different industry segments. Each reportable segment is managed separately because of the need to specifically address customer needs in these different industries. The operations of these segments are based solely in Brazil.

Following is a description of the operating segments of the business.

The Sugar and Ethanol (“S&E”) segment produces and sells a broad variety of sugar and ethanol products.

 
29

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
15.
Segment information (Continued)

 
a.
Segment information (continued)

The sugar products include raw (also known as very high polarization - VHP sugar), organic, crystal and refined sugars, which are sold to a wide range of customers in Brazil and abroad. Cosan exports the majority of the sugar produced through international commodity trading companies. Cosan’s domestic customers include wholesale distributors, food manufacturers and retail supermarkets, through which it sells its “Da Barra” and “União” branded products.  The ethanol products include fuel ethanol and industrial ethanol. Cosan’s principal fuel ethanol products are hydrous and anhydrous. Hydrous ethanol is used as an automotive fuel and anhydrous (which has a lower water content than hydrous ethanol) is used as an additive in gasoline.  The fuel ethanol products are mainly sold in the domestic market by fuel distribution companies. Consumption of hydrous ethanol in Brazil is increasing as a result of the introduction of flex fuel vehicles that can run on either gasoline or ethanol (or a combination of both).  In addition, the S&E segment sells liquid and gel ethanol products used mainly in the production of paint, cosmetics and alcoholic beverages for industrial clients in various sectors. Also, the S&E segment includes the co-generation activities and most of the corporate activities.

The Fuel Distribution and Lubricants (“CCL”) segment is engaged in the distribution in Brazil of fuel products, derived from petroleum or ethanol, and lubricants as well as the operation of convenience stores. The network to which the fuel distribution segment distributes such products is comprised of approximately 1,700 fuel stations.

The Sugar Logistics (“Rumo”) segment provides logistics services for the transport, storage and port lifting of sugar for both the S&E segment and third parties.

The accounting policies underlying the financial information provided for the segments are based on Brazilian GAAP. We evaluate segment performance based on information generated from the statutory accounting records.

 
30

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)

15.
Segment information (Continued)

 
a.
Segment information (continued)

Segment profit and loss and selected balance sheet data under Brazilian GAAP is as follows:
 
   
June 30, 2010
 
   
S&E
   
CCL
   
RUMO
   
Adjustment/
elimination
   
Consolidated
 
   
Brazilian GAAP
         
US GAAP
 
Balance Sheet:
                             
Property, plant & equipment (PP&E)
    2,818,027       191,603       229,915       819,530       4,059,075  
Intangible assets
    -       -       -       580,590       580,590  
Loans, net of cash and cash equivalents
    (2,540,785 )     (223,618 )     (82,155 )     43,933       (2,802,625 )
Others assets (liabilities)
    1,458,506       1,076,879       16,518       (962,672 )     1,589,232  
Total net assets
    1,735,748       1,044,864       164,278       481,381       3,426,271  
                                         
Income statements (3 months)
                                       
Net Sales
    701,798       1,495,664       33,671       2,707       2,233,840  
Gross profit
    149,381       114,830       18,368       (41,901 )     240,678  
Selling general and administrative expenses
    (108,162 )     (74,463 )     (4,482 )     (3,508 )     (190,616 )
Operating income
    40,497       43,239       11,736       (45,409 )     50,063  
Other income (expense)
    (2,782 )     (2,499 )     4,208       939       (133 )
Other selected data:
                                       
Addiitions to PP&E (Capex)
    258,443       8,243       68,794       -       335,480  
Depreciation and amortization
    133,316       9,064       2,105       -       144,484  

   
March 31, 2010
 
   
S&E
 
CCL
   
RUMO
   
Adjustment/
elimination
   
Consolidated
 
   
Brazilian GAAP
         
US GAAP
 
Balance Sheet:
                             
Property, plant & equipment (PP&E)
    1,330,266       128,712       29,414       613,395       2,101,787  
Intangible assets
    423,571       966       -       (183,186 )     241,351  
Loans, net of cash equivalents
    (1,122,560 )     39,663       4,811       (488,458 )     (1,566,544 )
Others assets (liabilities)
    2,943,642       (78,223 )     (1,469 )     (1,917,548 )     946,402  
Total net assets
    3,574,919       91,118       32,756       (1,975,797 ))     1,722,996  
 
   
June 30, 2009
 
   
S&E
   
CCL
   
RUMO
   
Adjustment/
elimination
   
Consolidated
 
   
Brazilian GAAP
         
US GAAP
 
Income Statements (3 months)
                             
  Net sales
    562,937       1,137,572       18,928       833       1,720,270  
  Gross profit
    80,918       40,368       6,213       (17,639 )     159,644  
  Selling, general and administrative expenses (SG&A)
    (89,065 )     (53,371 )     (1,660 )     34,364       (109,732 )
  Operating income
    (8,147 )     36,780       4,554       16,725       49,912  
  Other income (expense)
    1,797       45,392       (12,240 )     (42,870 )     (7,921 )
Other selected data:
                                       
Additions to PP&E (Capex)
    220,583       6,049       362       -       226,994  
Depreciation and amortization
    94,062       4,311       1,761       -       100,134  

 
31

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
15.
Segment information (Continued)

 
b.
Detailed net sales per segment
 
   
June 30,
2010
   
June 30,
2009
 
S&E (Brazilian GAAP)
           
  Sugar
    462,631       314,145  
  Ethanol
    188,786       220,461  
  Cogeneration
    29,741       14,443  
  Other
    20,640       14,088  
      701,798       562,937  
CCL (Brazilian GAAP)
               
  Fuels
    1,363,004       1,055,989  
  Lubricants
    109,766       72,504  
  Other
    22,894       9,079  
      1,495,664       1,137,572  
Rumo (Brazilian GAAP)
               
  Port lifting
    28,706       18,407  
  Transports
    4,965       521  
      33,671       18,928  
                 
Adjustments / eliminations
    2,707       833  
Total (US GAAP)
    2,233,840       1,720,270  

 
c.
Net sales by region

The percentage of net sales by geographic area for the three-month period ended June 30, 2010 and 2009 are as follows:

   
June 30,
2010
   
June 30,
2009
 
Sales by geographic area
           
             
Brazil
    69.27 %     54,35 %
Europe
    26.82 %     35,34 %
Middle east and Asia
    2.12 %     1,95 %
North America
    0.37 %     6,17 %
Latin American (Except Brazil)
    0.07 %     2,19 %
Others
    1.35 %     -  
Total
    100.00 %     100.00 %

 
32

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
15.
Segment information (Continued)

 
d.
Concentration of clients

S&E

There are several clients in this segment, one of which represents more than 10% of the segment net sales -- the SUCDEN Group (26.6% for the three-month period ended June 30, 2010 and 33% for the three-month period ended June 30, 2009).

CCL

In this segment there are no clients that represent more than 10% of the net sales for the three-month period ended June 30, 2010 and 2009.

Rumo

For the three-month period ended June 30, 2010 42,7% of the segment net sales were generated from sales to the S&E segment (34.9% for the three-month period ended June 30, 2009). There are two other customers which represented more than 10% of the net sales for three-month period ended June 30, 2010 and 2009 of this segment.  SUCDEN Group accounted for 17% of segment sales for the three-month period ended June 30, 2010 (21% for the three-month period ended June 30, 2009) and the ED&F Man Group accounted for 22.6% of segment sales for the three-month period ended June 30, 2010 (no sales in the previous period).

 
33

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
16.
Subsequent events

Subscription Agreement by Means of Capital Increase in  Rumo Logística S.A. (“Rumo”)

On July 2, 2010, the indirect subsidiary Novo Rumo Logística S.A. (“Novo Rumo”), entered into a Subscription Agreement with investment vehicles administered by TPG Capital and Gávea Investimentos (“Investors”). The subscription will take place through capital increase in the amount of $222,037, to be paid in equal portions by the Investors.

The aforementioned agreement is subject to certain preceding conditions, which shall have to materialize up to September 30, 2010. At the closing of the operation the Investors shall have to subscribe the shares and pay in the capital, as well as enter into a shareholders’ agreement.  The Company holds, directly and indirectly, approximately 92.9% of Novo Rumo’s equity, which, in turn, holds 99.9% of Rumo’s equity. After the payment, Novo Rumo will hold 75.0% of Rumo’s equity and each of the Investors shall hold 12.5% of the equity.

Capital increase

In the meeting of the Board of Directors held on July 29, 2010, the shareholders unanimously approved a capital increase of $1,525 through the issuance of 449,819 newly registered uncertificated common shares with no par value, in connection with the “Company’s Stock Option Plan” and with the exercise of such option by the eligible executives, at an issuance price of $3.39 per share, set in the terms of the stock option plan. In connection with the issuance of the new shares, the Company’s capital comprised 407,010,196 registered uncertificated common shares with no par value.

Approval of additional dividends over the minimum statutory dividend

On July 30, 2010, additional dividends over the minimum statutory dividend of $45,757, were approved in the extraordinary general shareholders’ meeting, totaling an amount of $111,018 of dividends to be distributed on August 30, 2010.

 
34

 
 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the condensed consolidated financial statements (Continued)
(In thousands of U.S. dollars, unless otherwise stated)
(Unaudited)
 
 
16.
Subsequent events (Continued)

BNDES Finance

On August 4, 2010, the indirect subsidiary Rumo, through its subsidiary Cosan Operadora Portuária S.A. (“Portuária”), obtained the approval of BNDES for a credit line of $430,827 to be invested by Portuária in railways and in a construction of a logistic terminal in the region of Itirapina, State of São Paulo. The aforementioned finance is subject to annual interest of 1.92% plus TJLP, with payment due in 12 years.
 
 
 
35

 



 


Unconsolidated and Consolidated
Quarterly Financial Information
 
Cosan S.A. Indústria e Comércio
June 30, 2010
 
“A free translation into English of the original issued in Portuguese”


 
 

 

 
COSAN S.A. INDÚSTRIA E COMÉRCIO

UNCONSOLIDATED AND CONSOLIDATED QUARTERLY FINANCIAL INFORMATION
 

 
June 30, 2010


Table of contents

Special review report of independent auditors
1
   
Unaudited quarterly financial information
 
   
Unaudited balance sheets
3
Unaudited statements of operations
5
Unaudited statement of changes in shareholders’ equity
6
Unaudited statements of cash flows
7
Notes to the unaudited quarterly financial information
9
 
 
 

 
 
   
 
 
Condomínio São Luiz
Av. Pres. Juscelino Kubitschek, 1830
Torre I - 8º Andar - Itaim Bibi
04543-900 - São Paulo, SP, Brasil
 
Tel:  (5511) 2573-3000
Fax: (5511) 2573-5780
www.ey.com.br
 


A free translation from Portuguese into English of Special Review Report of Independent Auditors on Quarterly Financial Information prepared in Brazilian currency in accordance with the accounting practices adopted in Brazil 

 
SPECIAL REVIEW REPORT OF INDEPENDENT AUDITORS


The Board of Directors and Shareholders of
Cosan S.A. Indústria e Comércio

1.  
We have performed a special review of the accompanying Quarterly Financial Information of Cosan S.A. Indústria e Comércio (parent company and consolidated) for the quarter ended June 30, 2010, including the balance sheets, statements of operations and cash flows, report on the Company’s performance and explanatory notes, prepared under the management’s responsibility.

2.  
Our review was conducted in accordance with the specific procedures determined by the Brazilian Institute of Independent Auditors (IBRACON) and the Federal Board of Accountancy (CFC), which comprised principally: (a) inquiries of and discussions with the management responsible for the Company’s accounting, financial and operational areas about the criteria adopted for the preparation of the Quarterly Financial Information; and (b) review of information and subsequent events which have, or could have, significant effects on the Company’s operations and financial position.
 
 
3.  
Based on our special review, we are not aware of any material modification that should be made to the Quarterly Financial Information referred to above for it to comply with specific standards established by the Brazilian Securities and Exchange Commission (CVM) applicable to the preparation of the Quarterly Financial Information.
 
 
1

 
 
4.  
As mentioned in Note 2, during the 2009, CVM approved several Pronouncements, Interpretations and Technical Orientations issued by the Committee of Accounting Pronouncements (“CPC”) effective 2010, which have changed accounting practices adopted in Brazil. As permitted by CVM Deliberation 603/09, management of the Company opted to present is Quarterly Financial Information using the same accounting standards adopted in Brazil until December 31, 2009, therefore, it did not apply the new pronouncements effective in 2010. As required by the CVM Deliberation, the Company disclosed this fact in Note 2 of the Quarterly Financial Information as well as the description of the main changes the can have an impact in its financial statements at the end of the year and the reasons that avoid the presentation of the estimated effects in shareholders’ equity and income, as required by the Deliberation.


São Paulo, August 12, 2010

ERNST & YOUNG
Auditores Independentes S.S.
CRC 2SP015199/O-6



Luiz Carlos Nannini
Accountant CRC 1SP171638/O-7
 
 
2

 
 
A free translation from Portuguese into English of financial statements prepared in Brazilian currency in accordance with accounting practices adopted in Brazil

COSAN S.A. INDÚSTRIA E COMÉRCIO

Unaudited balance sheets
June 30, 2010 and 2009
(In thousands of reais)
 
     
Parent Company
   
Consolidated
 
     
(Unaudited)
June 30, 2010
   
March 31, 2010
   
(Unaudited)
June 30, 2010
   
March 31, 2010
 
Assets
                         
Current assets
                         
Cash and cash equivalents
Note   4
    85,071       285,925       1,054,914       1,078,366  
Restricted cash
      51,274       44,972       51,274       44,972  
Trade accounts receivable
Note   5
    106,806       224,961       619,127       766,415  
Derivative financial instruments
Note 20
    148,767       238,024       144,507       230,561  
Inventories
Note   6
    380,238       255,643       1,433,659       1,046,730  
Advances to suppliers
      84,266       69,480       323,472       235,552  
Related parties
Note   7
    530,338       429,223       49,883       24,859  
Deferred income and social contribution taxes
Note 12.b
    12,695       12,680       94,581       76,310  
Recoverable taxes
      117,968       115,321       355,375       327,864  
Dividends
      83,330       15,132       -       -  
Other assets
      10,945       7,165       68,329       61,166  
        1,611,698       1,698,526       4,195,121       3,892,795  
                                   
Noncurrent assets
                                 
Long-term receivables
                                 
Accounts receivable from federal government
Note 15
    -       -       336,273       333,733  
CTNs-Restricted Brazilian Treasury Bills
Note 13
    33,040       31,234       217,550       205,657  
Deferred income and social contribution taxes
Note 12.b
    139,612       150,226       521,474       560,114  
Advances to suppliers
      13,301       4,635       52,494       63,741  
Related parties
Note   7
    33,199       22,160       79,612       81,411  
Recoverable Taxes
      3,488       2,666       38,812       45,018  
Other assets
      1,981       1,712       177,873       166,823  
Permanent assets
                                 
Investments
Note   8
    6,157,836       6,112,223       193,625       193,123  
Property, plant and equipment
Note   9
    841,064       872,122       5,836,039       5,561,065  
Intangible assets
Note 10
    399,400       399,648       2,921,239       2,901,308  
        7,622,921       7,596,626       10,374,991       10,111,993  
                                   
Total assets
      9,234,619       9,295,152       14,570,112       14,004,788  
 
 
3

 
 
     
Parent Company
   
Consolidated
 
     
(Unaudited)
June 30, 2010
   
March 31, 2010
   
(Unaudited)
June 30, 2010
   
March 31, 2010
 
Liabilities
                         
Current liabilities
                         
Loans and financing
Note 13
    465,333       500,142       860,304       800,902  
Derivative financial instruments
Note 20
    37,437       76,703       37,437       76,703  
Trade accounts payable
      156,544       116,363       716,254       569,399  
Salaries payable
      77,574       48,759       219,887       141,584  
Taxes and social contributions payable
Note 11
    30,886       42,633       197,350       215,862  
Dividends  payable
Note 16.b
    116,569       116,569       116,569       116,569  
Related parties
Note   7
    147,092       92,818       120,073       14,416  
Other liabilities
      58,945       68,047       189,395       182,434  
        1,090,380       1,062,034       2,457,269       2,117,869  
                                   
Noncurrent liabilities
                                 
Loans and financing
Note 13
    1,630,756       1,740,779       5,322,684       5,136,529  
Taxes and social contributions payable
Note 11
    87,803       87,645       597,862       593,505  
Provision for judicial demands
Note 14
    74,463       71,556       456,083       444,421  
Related parties
Note   7
    979,115       967,974       -       -  
Actuarial liability
Note 24
    -       -       59,774       61,788  
Deferred income and social contribution taxes
Note 12.b
    197,862       220,697       341,294       346,599  
Other liabilities
      35,318       34,711       146,497       146,496  
        3,005,317       3,123,362       6,924,194       6,729,338  
                                   
Minority shareholders’ interest
      -       -       49,727       47,825  
                                   
Shareholders’ equity
Note 16
                               
Capital
      4,687,826       4,687,826       4,687,826       4,687,826  
Capital reserves
      51,136       50,626       51,136       50,626  
Income reserves
      374,248       374,248       374,248       374,248  
Other comprehensive income
      16,993       (2,944 )     16,993       (2,944 )
Accumulated income
      8,719       -       8,719       -  
        5,138,922       5,109,756       5,138,922       5,109,756  
Total liabilities and shareholders’ equity
      9,234,619       9,295,152       14,570,112       14,004,788  

The notes are an integral part of the financial statements.
 
 
4

 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Unaudited statement of operations
Quarters ended June 30, 2010 and 2009
(In thousands of reais, except earnings per share)
 
     
Parent Company
   
Consolidated
 
     
June 30,
2010
   
June 30,
2009
   
June 30,
2010
   
June 30,
 2009
 
Gross operating sales
                         
Sales of goods and services
      592,071       665,996       4,369,376       3,843,505  
Taxes and sales deductions
      (28,265 )     (36,728 )     (369,754 )     (277,402 )
Net operating sales
      563,806       629,268       3,999,622       3,566,103  
                                   
Cost of goods sold and services rendered
      (439,853 )     (542,670 )     (3,493,059 )     (3,198,418 )
                                   
Gross profit
      123,953       86,598       506,563       367,685  
                                   
Operating income (expenses)
                                 
Selling expenses
      (30,019 )     (47,468 )     (215,210 )     (209,570 )
General and administrative expenses
      (51,826 )     (44,458 )     (120,205 )     (89,285 )
Financial, net
Note 18
    (103,837 )     343,309       (139,340 )     433,433  
Income (loss) on equity investments
Note   8
    52,555       108,992       (351 )     (3,554 )
Goodwill realized through sale
Note   8
    -       -       -       (85,589 )
Other operating income (expenses), net
Note 19
    (4,617 )     3,615       (2,329 )     72,484  
        (137,744 )     363,990       (477,435 )     117,919  
Operating income (loss) before income and social contribution taxes
      (13,791 )     450,588       29,128       485,604  
                                   
Income and social contribution taxes
                                 
Current
Note 12.a
    -       -       (11,706 )     (23,312 )
Deferred
Note 12.a
    22,510       (113,319 )     (6,801 )     (134,587 )
        22,510       (113,319 )     (18,507 )     (157,899 )
                                   
Net income before minority interest
      8,719       337,269       10,621       327,705  
                                   
Minority interest
      -       -       (1,902 )     9,564  
                                   
Net income for the period
      8,719       337,269       8,719       337,269  
                                   
Earnings per share – in Reais
      0,02146       0,90605                  

The notes are an integral part of the financial statements.
 
 
5

 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Unaudited statement of changes in shareholders’ equity
Quarter ended June 30, 2010
(In thousands of reais)
 
   
Unconsolidated and Consolidated
 
   
 
Capital
   
Capital
reserve
   
 
 
Income
reserve
   
Retained
earnings /
(accumulated
losses)
   
 
Other
comprehensive
   
 
 
 
Total
 
                                     
Balance on March 31, 2010
    4,687,826       50,626       374,248       -       (2,944 )     5,109,756  
                                                 
Recorded granted options
    -       510       -       -       -       510  
Other comprehensive income
    -       -       -       -       19,937       19,937  
Net income in the period
    -       -       -       8,719       -       8,719  
                                                 
Balance on March 31, 2010
    4,687,826       51,136       374,248       8,719       16,993       5,138,922  

The notes are an integral part of the financial statements.
 
 
6

 
 
COSAN S.A. INDÚSTRIA E COMÉRCIO

Unaudited statements of cash flows
Quarters ended June 30, 2010 and 2009
(In thousands of reais)
 
   
Parent Company
   
Consolidated
 
   
June 30,
2010
   
June 30,
2009
   
June 30,
2010
   
June 30,
 2009
 
Cash flows from operating activities
                       
Net income for the period
    8,719       337,269       8,719       337,269  
Adjustments to reconcile net income for the period to cash provided by operating activities
                               
Depreciation and amortization
    56,250       62,557       189,191       169,917  
Losses (income) on equity investments
    (52,555 )     (108,992 )     351       3,554  
Loss (income) from disposal of permanent assets
    (69 )     (259 )     3,112       (103,168 )
Goodwill amortization and realized through sale
    -       -       -       85,589  
Deferred income and social contribution taxes
    (22,510 )     113,319       6,801       134,587  
Recording of provision for legal claims
    3,488       592       10,656       2,890  
Minority interest
    -       -       1,902       (9,564 )
Recorded granted options
    510       3,479       510       3,479  
Interest, monetary and exchange variation, net
    85,574       (243,609 )     162,571       (287,809 )
Other
    2,871       (5,102 )     18,914       1,728  
      82,278       159,254       402,727       338,472  
Changes in assets and liabilities
                               
Trade accounts receivables
    116,695       (23,041 )     153,257       110,345  
Inventories
    (92,177 )     37,336       (284,622 )     172,567  
Recoverable taxes
    19       (8,392 )     (21,305 )     10,394  
Advances to suppliers
    (23,452 )     (23,019 )     (76,673 )     (75,730 )
Suppliers
    40,181       39,071       146,855       46,966  
Salaries payable
    28,815       22,896       78,303       41,354  
Taxes payable
    (13,662 )     3,252       (29,039 )     (57,123 )
Derivative financial instruments and restricted cash
    73,906       (62,534 )     70,703       (60,035 )
Other assets and liabilities, net
    (41,168 )     (4,240 )     59,076       7,011  
      89,157       (18,671 )     96,555       195,749  
Net cash generated from operating activities
    171,435       140,583       499,282       534,221  
Cash flows from investments activities
                               
Acquisition of new businesses, net of cash received and additions to investments
    -       (3,900 )     (3,747 )     -  
Advance for future capital increase
    -       -       -       -  
Addition to property, plant and equipment, software and other intangible assets
    (112,267 )     (55,138 )     (600,404 )     (420,618 )
Cash from the sale of aviation fuel business
    -       -       -       -  
Cash from the sale of other permanent assets
    277       294       672       117,731  
Net cash used in investment activities
    (111,990 )     (58,744 )     (603,479 )     (244,348 )
                                 
Cash flows from financing activities
                               
Loans and financing funded
    110,109       2,684       642,394       172,899  
Amortization of principal and interest on loans and financing, advances from customers and Promissory Notes
    (312,483 )     (61,417 )     (561,649 )     (127,849 )
Related parties
    (57,925 )     (103,925 )     -       (121,359 )
Net cash generated (used) by financing activities
    (260,299 )     (162,658 )     80,745       (76,309 )
Net increase (decrease) in cash and cash equivalents
    (200,854 )     (80,819 )     (23,452 )     213,564  
Cash and cash equivalents at the beginning of the period
    285,925       388,726       1,078,366       719,356  
Cash and cash equivalents at the end of the period
    85,071       307,907       1,054,914       932,920  

The notes are an integral part of the financial statements.
 
 
7

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements
June 31, 2010 and 2009
(In thousands of reais)
 
1.
Operations

Cosan S.A. Indústria e Comércio (“Company” or “Cosan”), with principal place of business in the city of Barra Bonita, São Paulo, is a publicly-held Company, controlled by Cosan Limited, which holds 62.3% of its capital.

The primary activities of Cosan, and its subsidiaries are (i) the manufacturing and trading of sugar and ethanol, as well as energy cogeneration from sugarcane bagasse, (ii) the distribution of fuel and lubricants, and (iii) logistics transportation, warehousing and port lifting services.

The Company has 23 producing units, located in e São Paulo, Goiás and Mato Grosso do Sul States, with a nominal capacity of milling 60 million tons of sugarcane per year, producing varied qualities of raw and refined sugar, anhydrous and hydrated ethanol.

The Company, through its subsidiary Cosan Combustíveis e Lubrificantes S.A. (“Cosan CL”), operates in 45 fuel distribution bases and a lubricants plant in Brazil and ranks as one of the four biggest fuel distributors in the country, with a distribution network of nearly 1,700 gas stations across Brazil, which sell 5 billion liters of fuels, 93 million cubic meters of NGV and 135 thousand cubic meters of lubricants per year. Accordingly, the Company expanded its business model and became the first integrated renewable energy company, acting from the plantation of sugar cane to the distribution and retail sale of fuels.

Additionally, the Company provides logistics transportation, warehousing and port lifting services in the State of São Paulo through its Santos-based indirect subsidiary Rumo Logística S.A.

In February 2010 the Company signed a non-binding memorandum of understanding together with Shell International Petroleum Company Ltd. (“Shell”) whereby both companies plan to pool the Company’s sugar and ethanol assets and distribution facilities with Shell’s distribution facilities in Brazil. Pursuant to this non-binding memorandum of understanding, Shell will make a capital contribution in the amount of approximately US$1.6 billion (equivalent to R$2,882,000 at the exchange rate of June 30, 2010) within two years. This agreement will become official upon certain requirements being met and the conclusion of negotiations.
 
 
8

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
2.
Basis of preparation and presentation of the quarterly financial statements

The Company’s quarterly financial statements were prepared based on the accounting standards adopted in Brazil and on the rules issued by the Brazilian Securities and Exchange Commission (“CVM”), observing the accounting guidelines set forth in the corporate law (Law Nº 6404/76) which include the new provisions established, amended and repealed by Laws 11638/07 and 11941/09,as well as standards, guidelines and interpretations issued by the Accounting Standards Board (“CPC”). These quarterly financial statements were approved by the Company's Board of Directors on August 6, 2010.

During 2009 the CPC issued, and CVM approved, several standards, interpretations and guidelines requiring companies to present new quarterly financial statements for the comparative year. These standards are mandatory only for fiscal years beginning on or after January 1, 2010 with the requirement to present comparative figures.

CVM, through Resolution 603, of November 10, 2009, authorized the publicly-held companies to adopt in advance these pronouncements for the year ended December 31, 2009, provided that these pronouncements were fully adopted.

Moreover, CVM also authorized the presentation of the quarterly information in 2010 in accordance with the accounting practices effective on December 31, 2009, upon disclosure of a note to the financial statements describing the main changes which could affect the financial statements on the year end, as well as estimates as regards to the possible effects on the shareholders’ equity and statement of income or clarifications for the lack of such estimates. In the case this option is adopted, the companies must present again the ITRs in 2010, as compared to 2009, also adjusted in accordance with the rules for 2010, at least as regards to the presentation of the financial statements for the year commencing as from January 2010.
 
 
9

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
2.
Basis of preparation and presentation of the quarterly financial statements (Continued)

The Company decided to present its information for the first quarter of 2010 in accordance with the rules effective up to December 31, 2009, considering that the adjustments according to the international accounting standards require review of flows, internal controls, systems and other material aspects, which are still in progress and, therefore, the Company is not able to currently present accurate estimates related to the possible effects. However, the Company, at its best discretion, evaluated the technical pronouncements already issued and concluded that, except for the technical pronouncements referred to below, the other technical pronouncements will not adversely affect the Company’s equity and financial condition, on an individual and consolidated basis, taking into consideration the transactions up to the date this quarterly information was disclosed:

 
·  
CPC 15 – Business combinations;
 
·  
CPC 16 – Inventories;
 
·  
CPC 20 – Loan costs;
 
·  
CPC 22 – Segment reporting;
 
·  
CPC 24 – Subsequent event;
 
·  
CPC 26 – Presentation of financial statements;
 
·  
CPC 27 – Property, plant and equipment;
 
·  
CPC 29 – Biological assets and agricultural products;
 
·  
CPC 37 – First time adoption of International Accounting Standards and CPC 43 Initial adoption of CPC standards 15 through 40;
 
·  
CPC 38 – Financial instruments: recognition and measurement;
 
·  
CPC 39 – Financial instruments: presentation;
 
·  
CPC 40 – Financial instruments: disclosure
 
3.
Summary of Significant Accounting Policies

The quarterly information was prepared in accordance with the principles, practices and criteria adopted for the preparation of the financial statements as of March 31, 2010, except for the adoption for the first time of the hedging accounting, which quarterly information must be read together with the financial statements.
 
 
10

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
3.
Summary of Significant Accounting Policies (Continued)

Hedge accounting

As from the quarter ended June 30, 2010, the Company adopted the hedge accounting in accordance with Directive OCPC 03– Financial instruments, as approved by Circular Letter CVM/SNC/SEP 03/2009 for the accounting of future sugarcane export revenues deemed highly probable. The effects resulting from the adoption of the hedge accounting are described in Note 20 to the financial statements.

Up to March 31, 2010, the Company has not adopted the hedge accounting method, despite of using the derivatives mainly for hedge purposes and, for this reason, the related variations on the derivative fair value were recorded directly in the statement of income, under Financial, net. As from April 1, 2010, the Company adopted the cash flow hedge to certain derivative financial instruments allocated for such purpose.

Upon such adoption, the variations on the fair value of the derivatives allocated to hedge the cash flow were directly recorded in the shareholders’ equity, as regards to the hedge portion considered effective. Afterwards, the amount recorded in shareholders’ equity is transferred to income at the same period in which the hedged item (sales revenues) affects the income statement. As regards to the market value variation of the non-effective derivatives, the fair value variations are recognized in the financial results together with the results of the other derivatives not allocated to the hedge accounting.

In the event the derivative instrument allocated for hedge accounting purposes is not effective, expires, is sold, terminated or exercised, the hedge accounting must be discontinued on a prospective basis. The gain or loss previously accumulated and recorded in shareholders’ equity will remain until the estimated transactions are carried out.

At the time of designation of the hedge relationship, it is expected that the hedge is highly effective because the critical terms of the hedging instrument and the hedged forecast transaction risks are equal and symmetrical. The highly probable forecast transaction is covered until its effective realization. At the time of designation of the hedge relationship, the allocation of derivatives covering the risk of change in the price of sugar provided for future transactions (export earnings) takes into account the commercial screen contracted in the future position.
 
 
11

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)

3.
Summary of Significant Accounting Policies (Continued)

Hedge accounting (Continued)

At each reporting date, the Company reassesses the hedge's expected effectiveness prospectively and measures the true effectiveness of the hedge retrospectively. The real effectiveness of the hedge is measured by the method of the coverage ratio on a cumulative basis (since the start of coverage). The coverage is considered highly effective if the compensation effect of the variation of the item being hedged by the hedging instrument is in the range of tolerance of 80% to 125%. The company differs in shareholders’ equity the effective portion of gains and losses on hedging instruments for the entire period of coverage until they are transferred to the result in the period of the transactions covered. The ineffective portion of hedge is transferred immediately to the financial result.

Other derivative financial instruments not allocated for hedge accounting purposes

The derivative instruments not allocated for hedge accounting purposes are stated at fair value under financial results.

Consolidation of quarterly information

The consolidated quarterly information was prepared in accordance with the basic consolidation principles, including the following main procedures: (i) elimination of asset and liability accounts amongst the consolidated companies; (ii) elimination of investments, proportionally to the parent company’s interest in the subsidiaries’ shareholders’ equity; (iii) elimination of revenues and expenses resulting from the businesses carried out amongst the consolidated companies; and (iv) elimination of unrealized revenues arising from consolidated intercompany transactions, as necessary.
 
 
12

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
3.
Summary of Significant Accounting Policies (Continued)

Consolidation of quarterly information (Continued)

The year end for the companies included in the consolidation is the same for the Company’s year end, adjusted in order to reflect the effects for the quarter, in accordance with the accounting practices adopted for the consolidated companies according to those adopted on March 31, 2010.

The special purpose companies are consolidated when such companies are controlled by the Company. The control indicators include, among others, an evaluation of the Company’s exposure to the special purpose company’s risks and benefits.

The main consolidated companies are listed below:

   
Direct and indirect interest as of
 
   
06/30/10
   
03/31/10
 
Administração de Participações Aguassanta Ltda.
    91.5 %     91.5 %
Cosan S.A Açúcar e Álcool
    99.6 %     99.6 %
Águas da Ponte Alta S.A. (1)
    99.6 %     99.6 %
Vale da Ponte Alta S.A.
    99.6 %     99.6 %
Agrícola Ponte Alta S.A.
    99.6 %     99.6 %
Cosan Centroeste S.A. Açúcar e Álcool
    99.6 %     99.6 %
Barra Bioenergia S.A.
    99.6 %     99.6 %
DaBarra Alimentos S.A.
    99.6 %     99.6 %
Bonfim Nova Tamoio – BNT Agrícola Ltda.
    99.6 %     99.6 %
Benálcool Açúcar e Álcool  S.A.
    99.6 %     99.6 %
Barrapar Participações Ltda.
    99.6 %     99.6 %
Aliança Indústria e Comercio de açúcar e Álcool S.A.
    99.6 %     99.6 %
Agrobio Investimentos e Participações S.A. (3)
    99.6 %     -  
Bioinvestments Negócios e Partipações S.A. (3)
    99.6 %     -  
Proud Participações S.A. (3)
    99.9 %     -  
Cosan Distribuidora de Combustíveis Ltda.
    99.9 %     99.9 %
Cosan S.A. Bioenergia
    100.0 %     100.0 %
Cosan International Universal Corporation
    100.0 %     100.0 %
Cosan Finance Limited
    100.0 %     100.0 %
Grançucar S.A. Refinadora de Açúcar
    100.0 %     100.0 %
Cosan Combustíveis e Lubrificantes S.A.
    100.0 %     100.0 %
Copsapar Participações S.A.
    90.0 %     90.0 %
Novo Rumo Logística S.A.
    92.9 %     92.9 %
Rumo Logística S.A.
    92.9 %     92.9 %
Cosan Operadora Portuária S.A.
    92.9 %     92.9 %
Teaçú Armazéns Gerais S.A.
    92.9 %     92.9 %
Teas Terminal Exportador de Álcool de Santos S.A.
    66.7 %     66.7 %
Pasadena Empreendimentos e Participações S.A. (2)
    -       -  
Cosan Alimentos S.A.
    100.0 %     100.0 %

 
(1)  
Year ended December 31 of each year.
 
(2)  
Special purpose entity, controlled by the Company.
 
(3)  
Companies established upon the payment of rural and urban properties of the plants (Note 8).
 
 
13

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
4.  
Cash and cash equivalents

   
Parent company
   
Consolidated
 
   
06/30/10
   
03/31/10
   
06/30/10
   
03/31/10
 
Cash
    140       247       411       384  
Overnight investments
    -       -       50,900       50,470  
Bank checking accounts
    2,262       1,767       72,940       22,740  
Amounts pending foreign exchange closing
    44,172       125,882       44,868       127,755  
Financial investments
    38,497       158,029       885,795       877,017  
      85,071       285,925       1,054,914       1,078,366  

The balance of Overnight investments refers to financial investments in US dollars made with highly-rated banks, are remunerated according to the Federal Funds rate and may be promptly redeemed.

Amounts pending foreign exchange closing refer to receipts of funds in foreign currency from customers located abroad, whose foreign exchange closing with the applicable financial institutions had not occurred as of the balance sheet date.

The balances of financial investments mainly correspond to investments in Bank Deposit Certificates – CDB, allowing immediate redemption, are made with highly-rated banks and accrue in average 101.3% of the Interbank Deposit Certificate – CDI.
 
5.
Trade accounts receivable

   
Parent company
   
Consolidated
 
   
06/30/10
   
03/31/10
   
06/30/10
   
03/31/10
 
Domestic
    28,947       97,930       547,975       675,008  
International
    78,843       127,837       127,370       148,655  
(-) Allowance for doubtful accounts
    (984 )     (806 )     (56,218 )     (57,248 )
      106,806       224,961       619,127       766,415  
 
6.
Inventories

   
Parent company
   
Consolidated
 
   
06/30/10
   
03/31/10
   
06/30/10
   
03/31/10
 
Finished goods:
                       
  Sugar
    87,113       10,050       298,889       93,610  
  Ethanol
    98,233       17,194       321,795       56,232  
  Fuels and lubricants
    -       -       271,148       266,461  
Harvest costs
    134,654       171,331       367,319       434,046  
Supplies and other
    71,204       63,851       220,000       221,641  
(-) Provision for inventory realization and obsolescence
    (10,966 )     (6,783 )     (45,492 )     (25,260 )
      380,238       255,643       1,433,659       1,046,730  
 
 
14

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
7.
Related parties

   
Assets
 
   
Parent company
   
Consolidated
 
   
06/30/10
   
03/31/10
   
06/30/10
   
03/31/10
 
Cosan S.A. Açúcar e Álcool
    448,868       276,121       -       -  
Cosan Alimentos S.A.
    -       122,679       -       -  
Pasadena Empreendimentos e Participações S.A.
    33,199       22,160       -       -  
Rezende Barbosa S.A. Administração e Participações
    -       -       86,944       87,071  
Cosan Operadora Portuária S.A.
    46,270       17,879       -       -  
Vertical UK LLP
    30,737       10,306       32,490       14,965  
Other
    4,463       2,238       10,061       4,234  
      563,537       451,383       129,495       106,270  
Current
    (530,338 )     (429,223 )     (49,883 )     (24,859 )
Noncurrent
    33,199       22,160       79,612       81,411  

   
Liabilities
 
   
Parent company
   
Consolidated
 
   
06/30/10
   
03/31/10
   
06/30/10
   
03/31/10
 
Cosan Finance Limited
    688,022       668,395       -       -  
Rezende Barbosa S.A. Administração e Participações
    -       -       109,798       -  
CCL Finance Limited
    329,072       317,844       -       -  
Cosan Combustíveis e Lubrificantes S.A.
    63,115       38,537       -       -  
Logispot Armazéns Gerais S.A.
    -       -       7,496       11,244  
Other
    45,998       36,016       2,779       3,172  
      1,126,207       1,060,792       120,073       14,416  
Current
    (147,092 )     (92,818 )     (120,073 )     (14,416 )
Noncurrent
    979,115       967,974       -       -  
 
   
Parent company
   
Consolidated
 
   
04/01/10 to
 06/30/10
   
04/01/09 to
06/30/09
   
04/01/10 to
06/30/10
   
04/01/09 to
06/30/09
 
Asset balance transactions
                       
Fund remittances, net of receipts, credit assignments and advances
    205,837       275,819       (53,277 )     (75,685 )
Sales of finished products, inputs and services (1)
    39,990       41,417       -       -  
Purchases of finished products, inputs and services (1)
    (168,744 )     (174,610 )     -       -  
Sales of finished products, inputs and services to affiliate and related companies
    30,919       30,991       76,502       69,059  
Merged assets
    -       -       -       138,682  
Financial revenues
    4,152       1,777       -       -  
      112,154       175,394       (23,225 )     132,056  
Liability balance transactions
                               
Fund raising (payments)
    34,559       72,790       8,085       (3,532 )
Purchase of sugarcane raw materials from associated company
    -       -       113,742       23,618  
Financial expense (revenue)
    30,856       (120,989 )     -       (60,275 )
      65,415       (48,199 )     105,657       (64,324 )

 
(1)  
It consists of operations carried out between Cosan’s direct and indirect subsidiaries included in the consolidation.
 
 
15

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
7.
Related parties (Continued)

The purchase and sale transactions are carried out at prices and under conditions similar to those existing in the market.

The credit balance of Cosan S.A Açúcar e Álcool as of June 30, 2010, corresponds to funds remitted to its indirect subsidiary Cosan Centroeste S.A., which remittances were made for account and at the order of such subsidiary and which bear no interest.

On January 21, 2010, Pasadena Empreendimentos and Participações S.A. ("Pasadena") was incorporated. Pasadena was formed with the specific purpose of managing the gas station chain acquired by the Company. As of June 30, 2010, the Company had made advances in the amount of R$33,199 under a purchase and sale agreement covering 46 gas stations, of which 19 stations had already been acquired.

The receivable of Cosan Alimentos S.A. essentially relates to advances made for a future capital increase in that company. These advances do not accrue interest. For the quarter ended June 30, 2010, upon raising of funds with BNDES, the parent company settled such balance.

The receivable of Cosan Operadora Portuária S.A. refers to advances to freight payments. These advances do not accrue interest.

The receivable of associated company Vertical UK LLP refers to the sale of ethanol, the receipt period of which is 30 days.

The balance payable to Cosan Finance Limited refers to future sugar export prepayment loan agreements to be settled in 2014, 2015 and 2016, which are subject to the US dollar exchange variation and Libor annual interest rate, plus spread from 4.75% to 4.85% per year.

The balance payable to Rezende Barbosa S.A. Administração e Participações (“Rezende Barbosa”) refers to the purchase of sugarcane raw materials to be settled during the current year. Moreover, the balance receivable refers to the credits assumed by Rezende Barbosa, in connection with the acquisition of Cosan Alimentos.

The balance payable to CCL Finance Limited refers to prepayment contracts for future sugar exports to be settled in 2014, which is subject to US Dollar exchange variation and annual interest of 9.5%.

The balance payable to Cosan CL refers to financial funds remitted to the Company, without interest.

The balance payable to Logispot Armazéns Gerais S.A. refers to the outstanding payment of interest acquired.
 
 
16

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
7.
Related parties (Continued)

At June 30, 2010, the Company and its subsidiary Cosan Açúcar e Álcool were lessees of approximately 68,000 hectares of related companies land (unaudited information). Furthermore, the Company has acquired, as of the quarter ended June 31, 2010, 2,420 thousand metric tonnes of sugar cane from Rezende Barbosa (unaudited information). These operations are carried out under conditions and prices similar to those prevailing in the market, calculated based on sugarcane tons per hectare, valued in accordance with the price established by CONSECANA.
 
8.
Investments

   
Parent company
 
   
Investees
   
Investor
 
   
Shareholders’
equity
   
Net income
for the year
   
Equity interest %
   
Investments
   
Equity in the results
 
   
06/30/10
   
04/01/10 to
06/30/10
   
06/30/10
   
03/31/10
   
06/30/10
   
03/31/10
   
04/01/10 to
06/30/10
   
04/01/09 to
06/30/09
 
Administração de Participações Aguassanta Ltda.
    141,393       (11 )     91.5       91.5       129,372       129,382       (10 )     1,150  
Cosan S.A. Açúcar e Álcool
    2,886,987       (112 )     95.1       95.1       2,744,861       2,744,968       (107 )     24,493  
Copsapar Participações S.A.
    210,856       14,479       90.0       90.0       189,770       173,842       15,928       (11,773 )
Novo Rumo Logística S.A.
    295,247       20,342       28.8       28.8       84,017       77,924       7,166       (324 )
TEAS - Terminal Exportador de Álcool de Santos S.A. (2)
    47,925       195       66.7       66.7       31,950       39,121       130       114  
Cosan S.A. Bioenergia
    132,859       1,225       100.0       100.0       132,859       131,634       1,225       1,963  
Radar Propriedades Agrícolas S.A.
    823,662       5,066       18.9       18.9       155,828       154,836       992       1,282  
Cosan International Universal Corporation
    614       -       100.0       100.0       614       607       -       118  
Cosan Finance Limited
    22,577       (863 )     100.0       100.0       22,577       23,179       (863 )     1,167  
Cosanpar Participações S.A. (1)
    -       -       -       -               -       -       72,212  
Cosan Combustíveis e Lubrificantes S.A.
    1,869,395       35,161       100.0       100.0       1,869,369       1,901,333       35,161       21,893  
Cosan Alimentos S.A. (3)
    257,140       (5,423 )     100.0       100.0       714,761       715,385       (5,149 )     1,651  
Proud Participações S.A. (4)
    58,957       -       93.4       -       55,038       -       -       -  
Other investments
    -       -       -       -       26,820       20,012       (1,918 )     (4,954 )
                                      6,157,836       6,112,223       52,555       108,992  

 
(1)  
Merged by Cosan CL on June 23, 2009;
 
(2)  
The investment balances, as of June 30 and March 31, 2010, include the goodwill generated from the acquisition of shares in the amount of R$7,301;
 
(3)  
As of June 30, 2010, this includes the amounts of R$365,240 (R$360,716 as of March 31, 2010) and R$92,380 (R$102,952 as of March 31, 2010) related to the advances for future capital increase and goodwill from acquisition of Curupay, respectively;
 
(4)  
Established upon payment of rural and urban real estate properties; and
 
(5)  
Including equity in the losses on negative liabilities, in the amount of R$ 1,918.
 
 
17

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
8.
Investments (Continued)

As of the quarter ended June 30, 2010 and 2009, the account Investments showed the following transactions:

   
Parent company
   
Consolidated
 
   
04/01/10 to
06/30/10
   
04/01/09 to
06/30/09
   
04/01/10 to
06/30/10
   
04/01/09 to
06/30/09
 
Opening balances
    6,112,223       4,788,932       193,123       278,209  
Equity pickup
    54,473       108,992       992       (3,554 )
Investment additions and advance for future capital increase
    4,524       4,000       -       4,000  
Payment of capital with property, plant and equipment and additions resulting from merger/spin-off
    55,038       334,072       -       2,769  
Investment acquisition advancement write-off
    -       -       -       (100,000 )
Merger goodwill
    -       (18,194 )     -       -  
Dividends
    (68,198 )     -       -       -  
Other
    (224 )     (1,660 )     (490 )     (133 )
Final balances
    6,157,836       5,216,142       193,625       181,291  
 
9.
Property, plant and equipment

         
Parent company
 
         
06/30/10
   
03/31/10
 
   
Average
annual
depreciation
rates (%)
   
 
 
 
Cost
   
 
Accumulated
depreciation/
amortization
   
 
 
 
Net
   
 
 
 
Net
 
Land and rural properties
    -       5,045       -       5,045       59,591  
Machinery, equipment and installations
    10       537,804       (308,859 )     228,945       214,814  
Aircraft
    10       13,395       (13,308 )     87       460  
Vehicles
    20       86,696       (43,208 )     43,488       25,682  
Furniture, fixtures and computer equipment
    18       31,147       (16,024 )     15,123       14,624  
Buildings and improvements
    4       174,728       (35,524 )     139,204       139,987  
Construction in progress
    -       113,365       -       113,365       101,344  
Sugarcane planting costs
    20       484,592       (251,790 )     232,802       233,210  
Parts and components to be periodically replaced
    100       103,850       (41,261 )     62,589       82,410  
Other
    -       416       -       416       -  
              1,551,038       (709,974 )     841,064       872,122  

         
Consolidated
 
         
06/30/10
   
03/31/10
 
   
Average
annual
depreciation
rates (%)
   
 
 
 
Cost
   
 
Accumulated
depreciation/
amortization
   
 
 
 
Net
   
 
 
 
Net
 
Land and rural properties
    -       210,922       -       210,922       210,429  
Machinery, equipment and installations
    11       3,641,854       (1,621,722 )     2,020,132       1,896,446  
Aircraft
    10       30,903       (13,795 )     17,108       4,995  
Vehicles
    19       264,103       (145,733 )     118,370       89,004  
Furniture, fixtures and computer equipment
    18       138,330       (93,611 )     44,719       40,007  
Buildings and improvements
    4       1,049,733       (307,919 )     741,814       714,588  
Wagons
    3       87,829       (288 )     87,541       -  
Construction in progress
    -       1,451,237       -       1,451,237       1,408,252  
Sugarcane planting costs
    20       1,523,794       (754,568 )     769,226       749,851  
Parts and components to be periodically replaced
    100       306,215       (108,280 )     197,935       245,178  
Advances for purchase of property, plant and equipment
    -       175,010       -       175,010       200,634  
Other
    -       2,025       -       2,025       1,681  
              8,881,955       (3,045,915 )     5,836,039       5,561,065  
 
 
18

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
9.
Property, plant and equipment (Continued)

The consolidated balance of construction in progress and advances for fixed asset purchases corresponds, substantially, to (i) investments in co-generation capacity, (ii) upgrading and expansion of industrial plants, (iii) expanding warehousing capacity, and (iv) advances for purchases of locomotives.

As of the quarters ended June 30, 2010 and 2009, the property, plant and equipment account showed the following transactions:

   
Parent company
   
Consolidated
 
   
04/01/10 to
06/30/10
   
04/01/09 to
06/30/09
   
04/01/10 to
06/30/10
   
04/01/09 to
06/30/09
 
Opening balances
    872,122       789,259       5,561,065       3,493,947  
Additions to the property plant and equipment
    114,707       55,138       597,000       420,618  
Write-offs
    (209 )     (3,923 )     (2,353 )     (14,563 )
Transfer to intangible assets
                    (15,889 )        
Depreciation and amortization
            -       (303,784 )        
Offset due to capital contribution in subsidiaries
    (55,038 )                        
Additions due to merger/acquisition
                            812,985  
Closing balances
    841,064       768,685       5,836,039       4,516,362  
 
10.
Intangible

   
Parent company
 
   
06/30/10
   
03/31/10
 
Goodwill (amortized on a straight-line basis until March 31, 2009)
 
Cost
   
Accumulated
amortization
   
Net
   
Net
 
Acquisition of JVM Participações S.A.
    63,720       (53,100 )     10,620       10,620  
Acquisition of Grupo Mundial
    127,953       (40,518 )     87,435       87,435  
Payment of capital, Mundial
    21,142       (6,342 )     14,800       14,800  
Acquisition of Corona (ABC 125 and ABC 126)
    267,824       (84,811 )     183,013       183,013  
Acquisition of Usina Açucareira Bom Retiro S.A.
    115,165       (33,590 )     81,575       81,575  
      595,804       (218,361 )     377,443       377,443  
Other intangibles
                               
Software (amortization at the rate of 20% p. a.)
    48,085       (26,128 )     21,957       22,205  
      643,889       (244,489 )     399,400       399,648  
 
 
19

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
10.
Intangible (Continued)

   
Consolidated
 
   
06/30/10
   
03/31/10
 
Goodwill (amortized on a straight-line basis until March 31, 2009)
 
Cost
   
Accumulated
amortization
   
Net
   
Net
 
Acquisition of JVM Participações S.A.
    63,720       (53,100 )     10,620       10,620  
Acquisition of Cosan Açúcar e Álcool
    35,242       (34,684 )     558       558  
Formation of FBA
    22,992       (18,585 )     4,407       4,407  
Acquisition of Univalem S.A. Açúcar e Álcool
    24,118       (19,100 )     5,018       5,018  
Acquisition of Grupo Destivale
    69,918       (27,424 )     42,494       42,494  
Acquisition of Grupo Mundial
    127,953       (40,518 )     87,435       87,435  
Payment of capital, Mundial
    21,142       (6,342 )     14,800       14,800  
Acquisition of Corona
    818,831       (255,815 )     563,016       563,016  
Acquisition of Usina Açucareira Bom Retiro S.A.
    115,165       (33,590 )     81,575       81,575  
Acquisition of Usina Santa Luíza
    47,053       (4,705 )     42,348       42,348  
Acquisition of Benálcool
    167,300       (18,053 )     149,247       149,247  
Acquisition of Aliança
    1,860       -       1,860       1,860  
Acquisition of Cosan CL
    1,522,458       (134,396 )     1,388,062       1,378,696  
Acquisition of Teaçu
    73,668       -       73,668       69,145  
Formation of Curupay (Cosan Alimentos) (1)
    92,380       -       92,380       102,952  
Acquisition of Açúcar União
    74,832       (57,371 )     17,461       17,461  
Acquisition of Destilaria Paraguaçu
    166,656       -       166,656       166,656  
Subscription of shares of Nova América
    121,893       -       121,893       121,893  
Purchase of shares of TEAS
    7,301       -       7,301       7,301  
      3,574,482,054       (703,683 )     2,870,799       2,867,482  
Other intangibles
                               
Software (amortization at the rate of 20% p. a.)
    98,123       (60,599 )     37,524       29,251  
Other
    13,703       (787 )     12,916       4,575  
      111,826       (61,386 )     50,440       33,826  
      3,686,308       (765,069 )     2,921,239       2,901,308  

 
(1)
Reversal of goodwill due to the partial return of provision for losses, in the amount of R$10,572.

As of the quarters ended June 30, 2010 and 2009, the intangibles account showed the following transactions:

   
Parent company
   
Consolidated
 
   
04/01/10 to
06/30/10
   
04/01/09 to
06/30/09
   
04/01/10 to
06/30/10
   
04/01/09 to
06/30/09
 
Opening balances
    399,648       403,918       2,901,308       2,418,753  
Accretion to goodwill, net of offsets
    -       18,194       3,317       85,162  
Increase in software and other intangibles
    1,860       -       3,404       -  
Accretion from acquisitions/mergers
    -       -       -       306,010  
Goodwill derived from disposals
    -       -       -       (85,589 )
Transfers of property, plant and equipment
    -       -       15,889       -  
Amortization of software and other intangibles
    (2,332 )     (2,234 )     (7,946 )     -  
Others
    224       3,888       5,267       -  
Closing balances
    399,400       423,766       2,921,239,811       2,724,336  
 
 
20

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
11.
Taxes and social contributions payable

   
Parent company
   
Consolidated
 
   
06/30/10
   
03/31/10
   
06/30/10
   
03/31/10
 
ICMS
    952       8,865       37,938       49,197  
IPI
    349       886       15,419       6,379  
INSS
    6,943       6,933       24,011       23,891  
PIS
    71       1,120       4,678       8,129  
COFINS
    324       5,153       21,772       32,076  
Installment payments – Refis IV
    98,313       97,703       662,653       665,470  
Income and social contribution taxes payable
    -       -       6,005       2,597  
Other
    11,737       9,618       22,736       21,628  
      118,689       130,278       795,212       809,367  
Current liabilities
    (30,886 )     (42,633 )     (197,350 )     (215,862 )
Noncurrent liabilities
    87,803       87,645       597,862       593,505  

Noncurrent amounts will become due as follows:

   
Parent company
   
Consolidated
 
   
06/30/10
   
03/31/10
   
06/30/10
   
03/31/10
 
13 to 24 months
    12,070       11,732       64,113       60,349  
25 to 36 months
    8,596       9,326       60,289       57,933  
37 to 48 months
    6,411       6,525       54,702       54,991  
49 to 60 months
    6,389       6,169       54,635       51,241  
61 to 72 months
    6,063       6,043       53,842       51,026  
73 to 84 months
    5,736       5,521       45,126       44,303  
85 to 96 months
    5,736       5,521       41,604       38,911  
As from 97 months
    36,802       36,808       223,551       234,751  
      87,803       87,645       597,862       593,505  

The Company and its subsidiaries must comply with several conditions to continue benefiting from the installment payment programs, particularly with the regular payment of the installments as required by applicable law. The required conditions are fully complied by the Company and its subsidiaries.

 
21

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
12.
Income and social contribution taxes

 
a)
Reconciliation of income and social contribution tax income (expenses):

   
Parent company
   
Consolidated
 
   
04/01/010 to
06/30/10
   
04/01/09 to
06/30/09
   
04/01/010 to
06/30/10
   
04/01/09 to
06/30/09
 
Operating profit (loss) before income tax and social security contribution
    (13,791 )     450,588       29,128       485,604  
Income tax and social security contribution at nominal rate (34%)
    4,689       (153,200 )     (9,904 )     (165,105 )
Adjustments made for determining the effective rate:
                               
Equity pickup
    18,521       37,057       (119 )     (1,208 )
Amortization of non-deductible goodwill
            4,992       -       11,653  
Non-deductible donations and contributions
    (422 )     (388 )     (1,464 )     (489 )
Recognized granted options
    (173 )     (1,183 )     (173 )     (1,183 )
Claims related to income tax
    -       -       (2,248 )     -  
Others
    (105 )     (597 )     (4,599 )     (1,567 )
Total of deferred and current taxes
    22,510       (113,319 )     (18,507 )     (157,899 )
Effective rate
    -       25.15 %     63.54 %     32.52 %

 
b)
Deferred income and social contribution tax assets:

   
Parent company
 
   
06/30/10
   
03/31/10
 
   
Base
   
IRPJ 25%
   
CSSL 9%
   
Total
   
Total
 
Provisions for court judgments and other interim differences
    148,029       37,007       13,323       50,330       50,183  
Tax losses
    299,906       74,976       -       74,976       82,878  
Social security contribution negative basis
    300,007       -       27,001       27,001       29,845  
              111,983       40,324       152,307       162,906  
Exchange variation
    (421,828 )     (105,457 )     (37,964 )     (143,421 )     (152,320 )
Tax implications of Law No. 11,638/07
    (91,491 )     (22,873 )     (8,234 )     (31,107 )     (48,997 )
Goodwill
    (68,629 )     (17,157 )     (6,177 )     (23,334 )     (19,380 )
              (145,487 )     (52,375 )     (197,862 )     (220,697 )
Total deferred taxes
            (33,504 )     (12,051 )     (45,555 )     (57,791 )
Current assets
                            12,695       12,680  
Non-current assets
                            139,612       150,226  
Non-current liabilities
                            (197,862 )     (220,697 )

   
Consolidated
 
   
06/30/10
   
03/31/10
 
   
Base
   
IRPJ 25%
   
CSSL 9%
   
Total
   
Total
 
Provisions for court judgments and other interim differences
    986,238       246,560       88,761       335,321       339,689  
Tax losses
    822,432       205,608       -       205,608       217,360  
Social security contribution negative basis
    834,729       -       75,126       75,126       79,375  
              452,168       163,887       616,055       636,424  
Exchange variation
    (511,825 )     (127,955 )     (46,064 )     (174,019 )     (183,449 )
Tax implications of Law No. 11,638/07
    (91,491 )     (22,874 )     (8,234 )     (31,108 )     (48,998 )
Goodwill
    (400,491 )     (100,123 )     (36,044 )     (136,167 )     (114,152 )
              (250,952 )     (90,342 )     (341,294 )     (346,599 )
Total deferred taxes
            201,216       73,545       274,761       289,825  
Current assets
                            94,581       76,310  
Non-current assets
                            521,474       560,114  
Non-current liabilities
                            (341,294 )     (346,599 )

Deferred income and social contribution tax on accumulated loss must be realized within 10 years, according to the Company’s and its subsidiaries’ expected profitability shown in financial projections prepared by management.
 
 
22

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
12.
Income and social contribution taxes (Continued)

 
b)
Deferred income and social contribution tax assets--Continuação

The Company expects to realize non-current tax credits and debts in the course of the following years:

   
Assets
 
   
Parent company
   
Consolidated
 
   
06/30/10
   
03/31/10
   
06/30/10
   
03/31/10
 
2012
    10,636       10,622       97,840       84,818  
2013
    16,424       16,409       97,479       93,328  
2014
    16,355       16,340       76,804       68,303  
2015 to 2017
    81,098       84,688       188,452       194,445  
2018 to 2019
    15,099       22,167       60,899       119,220  
      139,612       150,226       521,474       560,114  

   
Liabilities
 
   
Parent company
   
Consolidated
 
   
06/30/10
   
03/31/10
   
06/30/10
   
03/31/10
 
2012
    17,453       20,132       23,573       23,245  
2013
    17,453       20,132       23,573       23,245  
2014
    17,453       20,132       23,573       23,245  
2015 to 2017
    52,359       60,394       123,495       69,733  
2018 to 2019
    93,144       99,907       147,080       207,131  
      197,862       220,697       341,294       346,599  

Tax credit recovery estimates were based on taxable profit projections, taking into consideration several financial and business assumptions on the balance sheet preparation date.
 
 
23

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)

13.
Loans and financing
 
   
Financial charges (1)
 
Parent company
   
Consolidated
       
Guarantees (2)
Description
 
Index
 
Annual average interest rate
 
06/30/10
   
03/31/10
   
06/30/10
   
03/31/10
   
Final maturity
 
06/30/10
 
03/31/10
                                             
Senior Notes Due 2014
 
Dollar (US)
 
Interest of 9.5%
 
-
   
-
   
653,653
   
631,246
   
August/2014
 
-
 
-
                                             
Senior Notes Due 2017
 
Dollar (US)
 
Interest of 7.0%
 
-
   
-
   
741,477
   
720,573
   
February/2017
 
-
 
-
                                             
BNDES (3)
 
URTJLP
 
Interest of 3.1%
 
-
   
-
   
1,336,207
   
1,057,775
   
October/2025
March/2018
April/2018
April/2015
November/2012
January/2013
October/2012
 
Credit rights from electric energy sale agreements
 
Credit rights from electric energy sale agreements
                                             
Bank credit certificate
 
CDI
 
Interest of 0.6%
 
-
   
-
   
60,146
   
61,444
   
December/2011
 
Conditional sale
 
-
                                             
ACC
 
Dollar (US)
 
Interest of 1.9%
 
184,184
   
296,375
   
184,184
   
296,375
   
March/2011
 
-
 
-
                                             
Bonuses in perpetuity
 
Dollar (US)
 
Interest of 8.3%
 
820,229
   
810,896
   
820,229
   
810,896
   
-
 
-
 
-
                                             
Resolution 2471
 
IGP-M
Fixed
 
Interest of 4.0%
Interest of 3.0%
 
102,920
121
   
99,493
121
   
625,082
121
   
603,504
121
   
December/2020
October/2025
 
Treasury certificates and mortgaged lands
 
Treasury certificates and mortgaged lands
                                             
Prepayments
 
Dollar (US)
+ Libor
 
Interest of 6.3%
 
 
453,166
   
 
537,390
   
 
899,110
   
 
980,533
   
 
September/2014
 
 
-
 
 
-
                                             
Credit note
 
123.4% CDI
Dollar (US)
 
-
Interest of 6.2%
 
304,849
182,089
   
311,916
182,831
   
304,849
182,089
   
378,748
182,830
   
October/2012
 
-
 
-
                                             
Finame
 
Fixed
URTJLP
Dollar (US)
 
Interest of 4.9%
Interest of 4.0%
Interest of 7.6%
 
45,069
19,044
-
   
225
20,162
-
   
253,531
89,374
77
   
106,255
94,775
84
   
January/2022
March/2018
November/2012
 
Statutory lien on purchased assets
 
Statutory lien on purchased assets
                                             
Other
 
Sundry
 
Sundry
 
-
   
-
   
73,194
   
56,286
   
Sundry
 
Mortgage, inventories and statutory lien on purchased assets
 
Mortgage, inventories and statutory lien on purchased assets
Expenses incurred with security placement
     
(15,582
)  
(18,488
)  
(40,335
)  
(44,014
)  
-
 
-
 
-
           
2,096,089
   
2,240,921
   
6,182,988
   
5,937,431
             
Current
         
(465,333
)  
(500,142
)  
(860,304
)  
(800,902
)            
Non-current
         
1,630,756
   
1,740,779
   
5,322,684
   
5,136,529
             

 
(1)  
Financial charges as of June 30, 2010, except as indicated otherwise;
 
(2)  
All loans and financings are secured by promissory notes and sureties posted by the Company, its subsidiaries and controlling shareholders, in addition to the collateral described above; and
 
(3) 
These correspond to funds secured by direct and indirect subsidiaries, Cosan S.A. Bioenergia, Barra Bioenergia S.A. and Cosan Centroeste S.A. Açúcar e Álcool, for the purpose of financing cogeneration and greenfield projects.
 
 
24

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
13.
Loans and financing (Continued)

Noncurrent loans, net of expenses with placement of notes, have the following scheduled maturities:

   
Parent company
   
Consolidated
 
   
06/30/10
   
03/31/10
   
06/30/10
   
03/31/10
 
13 to 24 months
    347,528       333,679       667,403       612,101  
25 to 36 months
    358,718       510,570       657,849       748,966  
37 to 48 months
    7,921       33       767,603       235,191  
49 to 60 months
    5,005       26       379,000       849,737  
61 to 72 months
    8       8       150,325       113,057  
73 to 84 months
    8       8       870,053       825,623  
85 to 96 months
    18,013       8       178,415       109,472  
As from 97 months
    893,555       896,447       1,652,036       1,642,382  
      1,630,756       1,740,779       5,322,684       5,136,529  

Senior Notes due on 2014

On August 4, 2009, the indirect subsidiary CCL Finance Limited issued US$350,000 of Senior Notes in the international capital markets according to Regulations S and 144A that bear interest at a rate of 9.5% per annum, payable semi-annually in February and August of each year, from February 2010.

Senior Notes due in 2017

On January 26, 2007, wholly-owned subsidiary Cosan Finance Limited issued Senior Notes in the international capital markets under Rule 144A and Regulation S, in the amount of US$400 million. These Senior Notes bear interest at a rate of 7% per annum, payable semi-annually in February and August of each year.

Advance Against Exchange Agreements and Credit Note

Certain advances against exchange agreements and credit notes were taken out from several banking institutions and will be settled against export proceeds over 2012. These transactions bear interest at rates that vary between 1.7% and 6.2% per annum, payable semi annually at each maturity date.
 
 
25

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
13.
Loans and financing (Continued)

Perpetual Notes

On January, 24 and February 10, 2006, the Company issued perpetual notes in the international market in accordance with Regulations S and Rule 144A, in the amount of US$450 million for qualified institutional investors. Perpetual notes are listed in the Luxemburg Stock Exchange - EURO MTF and bear interest of 8.25% per year, payable quarterly on the 15th of May, August, November and February of each year, beginning May 15, 2006. These notes may, at the discretion of the Company, be redeemed as from February 15, 2011 on any interest payment date, for their face value. Perpetual notes are secured by the Company and Cosan Açúcar e Álcool.

Resolution 2471

From 1998 to 2000, the Company and its subsidiaries renegotiated their debt related to agricultural funding with several financial institutions, thereby reducing their financial cost to annual interest rates below 10% and guaranteeing the amortization of the updated principal amount with the assignment and transfer of CTNs - Restricted Brazilian Treasury Bills redeemable on the debt maturity dates, using the tax incentive introduced by Resolution No. 2471, issued by the Central Bank of Brazil on February 26, 1998. On June 30, 2010, these certificates, classified as noncurrent assets, amounted to R$33,040 (R$31,234 as of March 31, 2010), at the Company, and R$217,550 (R$205,657 as of March 31, 2010), at consolidated. Payments pursuant to such certificates are remunerated based on the IGP-M variation plus annual interest of 12%. Upon payment of the debt, the redemption value should be similar to the amount of the renegotiated debt. Interest referring to these financings is paid annually and principal is to be entirely settled in 2020 at the Company, and in 2025 at consolidated.

Advanced payments

During the year ended March 31, 2010, the Company and its subsidiary Cosan Alimentos S.A. funded R$924,327, the equivalent to US$530,000 thousand as advances for future sugar exports to the settled in 2012 and 2014. Exchange rate variation and annual interests based on the Libor rate, plus 6.2% spread p.a. are levied over these advances.
 
 
26

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
13.
Loans and financing (Continued)

FINAME

This refers to loans associated with the financing of machinery and equipment (FINAME – Financiamento de Máquinas e Equipamentos) obtained from several financial institutions. These loans are intended to fund capital expenditures. These loans bear interest at rates that vary between 3.0% to 5.0% per annum, payable monthly, and are secured by statutory liens on the purchased assets.

Restrictive covenants

The Company and its subsidiaries are subject to certain restrictive covenants contained in loan and financing agreements, based on certain financial indicators ascertained on a annually basis.

Restrictive covenants have been met by the Company and its subsidiaries.
 
14.
Provision for judicial demands

   
Parent company
   
Consolidated
 
   
06/30/10
   
03/31/10
   
06/30/10
   
03/31/10
 
Tax issues
    40,823       40,144       403,538       397,051  
Civil and labor
    39,725       37,044       221,415       214,932  
      80,548       77,188       624,953       611,983  
Court deposits
    (6,085 )     (5,632 )     (168,870 )     (167,562 )
      74,463       71,556       456,083       444,421  

For the quarters ended June 30, 2010 and 2009, the provision for legal claims was as follows:

   
Parent company
   
Consolidated
 
   
04/01/10 to
06/30/10
   
04/01/09 to
06/30/09
   
04/01/10 to
06/30/10
   
04/01/09 to
06/30/09
 
Opening balances
    71,556       236,633       444,421       1,105,899  
Formation, net
    3,488       592       10,656       2,890  
Inflation adjustment
    (131 )     3,686       2,972       12,699  
Accretion from acquisitions, net of write-offs
    -       -       -       16,331  
Others
    (450 )     (1,011 )     (1,966 )     (2,359 )
      74,463       239,900       456,083       1,135,460  

The Company and its subsidiaries are party to various ongoing labor claims, civil and tax proceedings arising from the normal course of their business.
 
 
27

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
14.
Provision for judicial demands (Continued)

Respective provisions for judicial demands were recorded considering those cases in which the likelihood of loss has been rated as probable based on the opinion of legal advisors. Management believes resolution of these disputes will have no effect significantly different than the estimated amounts accrued.

Court proceedings deemed as probable losses

The main tax judicial demands at June 30, 2010 and March 31, 2010, are as follows:

   
Parent company
   
Consolidated
 
Description
 
06/30/10
   
03/31/10
   
06/30/10
   
03/31/10
 
IPI (i)
    6,345       6,290       8,442       8,357  
IPC – 89 (ii)
    -       -       87,772       86,503  
Finsocial offsetting (iii)
    -       -       175,339       172,960  
ICMS credits
    16,937       16,553       66,979       60,240  
PIS and Cofins
    4,352       4,297       21,467       21,212  
IRPJ and CSLL
    797       789       797       789  
Others
    12,392       12,215       42,742       46,990  
      40,823       40,144       403,538       397,051  

 
(i)  
During the year ended March 31, 2010, the Company and its direct and indirect subsidiaries Cosan Alimentos, Cosan Açúcar e Álcool, Bonfim Nova Tamoio – BNT Agrícola Ltda., Benalcool Açúcar e Álcool S.A. and Administração de Participações Aguassanta Ltda. opted for the payment in installments of Refis IV, related to ongoing legal demands involving undue use of IPI credit premium and other federal taxes. In addition, the Company and its subsidiaries utilize accumulated tax losses to pay these demands and the fines and interest thereof. Subsequently, the claims related to the remaining credit premium - IPI were fully paid for in installments, as well as installments of other federal taxes, which were recorded under taxes and contributions payable.

 
(ii)  
In 1993 subsidiary Cosan CL filed a suit to challenge the balance sheet restatement index (IPC) established by the federal government in 1989, which index did not reflect the actual inflation back then. The use of this index caused the Company to supposedly overstate and overpay the IRPJ and CSLL. Cosan CL obtained a favorable preliminary order that allowed it to recalculate the balance sheet restatement, now using indexes that accurately measured the inflation over the relevant period. In doing so the company rectified the amounts of IRPJ and CSLL payable. Identified overpayments for both taxes were offset in subsequent years until 1997, when the balance was zeroed. Despite the favorable court rulings, tax authorities issued a notice of infringement to the Company challenging all tax offsets performed in 1993 and some offsets in 1994 and 1997. Given the contingent nature of this tax offsetting, associated amounts were also recorded as a provision for court rulings and have been restated against the variation of the SELIC rate.
 
 
(iii)  
From June through December 1994, subsidiary Conan CL offset COFINS and several other taxes with previously paid amounts of FINSOCIAL. This offsetting was backed in a preliminary order issued by a court of competent jurisdiction in a suit brought to challenge the constitutionality of FINSOCIAL.
 
 
28

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
14.
Provision for judicial demands (Continued)

Court proceedings deemed as probable losses (Continued)

In 1995 Cosan CL was declared exempt from COFINS levies. Thus, the company understood that past offsets of COFINS against FINSOCIAL were not in order and in 2003, based on another favorable court ruling relative to FINSOCIAL, concluded that FINSOCIAL credits previously offset against CONFINS were once again available to be offset against other tax liabilities. The Company then offset these credits against IRPJ, CSLL, CIDE, PIS, COFINS and IRRF resulting from its operations. Once again, because of the contingent nature of this procedure the Company recorded the full offset amount as a provision for court rulings until the Federal Revenue Service ratified this offsetting.

In 2008 the Federal Revenue Service dismissed the offsetting performed on the ground that Cosan CL had already used the tax credits to offset COFINS back in 1994. In view of this understanding, the management of the Company decided to challenge the administrative decisions, which is pending judgment at the Taxpayers' Council. The amount recorded as provision for court ruling has been restated against the SELIC rate.

Court proceedings deemed as possible losses

As regards tax, labor and civil claims whose likelihood of unfavorable outcome is rated as possible, and, as a consequence no provision for lawsuits was recorded in the quarterly financial information, are as follows:

   
Parent company
   
Consolidated
 
   
06/30/10
   
03/31/10
   
06/30/10
   
03/31/10
 
Notice of infringement – Income tax withheld at source (i)
    185,062       182,824       186,597       182,824  
ICMS – State VAT (ii)
    42,579       33,550       337,704       322,340  
IPI – Federal VAT (iii)
    10,681       10,617       265,310       263,597  
Offsets against IPI credits – IN 67/98 (iv)
    -       -       165,549       174,867  
PIS and COFINS
    12,246       12,078       145,142       143,556  
Civil and labor (v)
    77,983       74,695       502,407       490,493  
Others
    42,571       33,636       137,842       124,389  
      371,122       347,400       1,740,550       1,702,066  

 
(i)  
Notice of infringement – Income tax withheld at source

In September 2006 the Federal Revenue Service served another notice of infringement on the Company, this time for failure to withhold and pay income tax at source on capital gains derived from the acquisition of a subsidiary company. This notice of infringement led to an administrative proceeding which is deemed a likely loss in the opinion of the Company's legal counsels, the amount of which was not recorded as a provision in the Company's quarterly financial information.
 
 
29

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
14.
Provision for judicial demands (Continued)

Court proceedings deemed as possible losses (Continued)

(ii)  
ICMS - Tax on the Circulation of Goods and Transportation Services

 
This refers essentially to (a) a notice of infringement served on account of an alleged failure to pay ICMS and perform ancillary duties relative to agricultural partnership operations and processing activities outsourced to Central Paulista Açúcar e Álcool Ltda., from May through December 2006, and May through December 2007; (b) ICMS levied on granulated sugar exports which were deemed semi-processed commodities by the tax agent in charge of this assessment, and as such subject to be levied by the ICMS pursuant to the applicable regulation.

 
(iii) IPI - Excise Tax on Manufactured Goods

 
Normative Instruction SRF No. 67/98 validated a procedure whereby manufacturing plants sold several types of cane sugar, including demerara, higher refined, special refined, special extra refined and granulated refined sugars, without assessing and paying IPI from July 6, 1995 through November 16, 1997, as well as amorphous refined sugar sales from January 14, 1992 through November 16, 1997. This instruction was applied to the relevant proceedings initiated by the Federal Revenue Service, which are deemed as possible losses in the opinion of the Company's legal counsels.

 
(iv) Offsets against IPI credits – IN 67/98

 
Normative Instruction SRF No. 67/98 made it possible to obtain refund of IPI tax payments for sales of refined amorphous sugar from January 14, 1992 through November 16, 1997. In view of this rule, Cosan Açúcar and Álcool applied for offsetting amounts paid during the relevant periods against other tax liabilities of its own. However, the Federal Revenue Service denied its application for both reimbursement and offsetting of such amounts. Cosan Açúcar and Álcool challenged this ruling in an administrative proceeding.

 
Upon being notified to pay tax debts resulting from offset transactions in light of certain changes introduced by IN SRF No. 210/02, subsidiary Cosan Açúcar and Álcool filed a writ of mandamus and applied for a preliminary injunction seeking to stay enforceability of offset taxes, in an attempt to prevent the tax authorities from demanding the relevant tax debts in court. The preliminary injunction was granted by the competent court. The legal counsel in charge of this suit has deemed it a probable loss.

The amount offset, duly restated as of June 30, 2010, is R$164,261 (R$162,928 as of March 31, 2010). Likewise, subsidiary Cosan Alimentos S.A. holds a similar claim against the Federal Revenue Service in the amount of R$12,032, duly restated as of June 30, 2010.  In view of the opinion of its legal counsels, the management of the Company has seen fit not to establish an accounting provision for the amounts involved in this lawsuit.

 
(v) Civil and labor

The Company and its subsidiaries are party in several civil and labor claims resulting from the normal course of its activities. On June 30, 2010, out of the total amount, R$31,303 (R$35,653 as of March 2010) in the parent company and R$90,873 (R$235,010 as of March 2010) in the consolidated represent civil claims and R$46,680 (R$39,042 as of March 2010) in the parent company and R$279,033 (R$255,483 as of March 2010) in the consolidated represent labor claims.
 
 
30

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
15.
Accounts receivable from federal government

 
On February 28, 2007, subsidiary Cosan Açúcar e Álcool recognized gain of R$318,358, corresponding to a lawsuit filed against federal government claiming indemnification for damages since prices of its products, at the time the sector was subject to government control, were imposed not observing the prevailing reality of the sector created by government control itself. A final decision in favor of the subsidiary was handed down. The gain was recorded in the statement of operations for the year, the contra entry being to noncurrent assets of the Company, in receivables from federal government.

The Company awaits a final ruling on the manner of payment. This payment will be effected in the form of court-mandated government bonds which, once issued, will be settled within 10 years.

As of June 30, 2010, the assets reported relative to the suit for loss and damages and related provision for attorney's fees amounted to R$336,273 and R$40,353 (R$333,733 and R$40,048 as of March 2010), respectively.

Subsidiary Cosan Açúcar e Álcool has other claims for damages of this nature filed against the Federal Government, which are not recognized in accounting since these still represent contingent assets.
 
16.
Shareholders’ equity

 
a)
Capital

As of June 30, 2010, the stock capital was divided into 406,560,317 (the same as of March 31, 2010) registered, book-entry shares of common stock at no par value. The authorized capital stock can be increased up to the limit of R$5,000,000 without any amendment to the by-laws upon resolution of the Board of Directors.

 
b)
Dividends

On June 7, 2010, the Board of Directors’ Meeting was approved the additional distribution of dividends in the amount of R$83,431, ratified at the Shareholders’ Meeting, held on June 30, 2010, which will total R$200,000 of dividends to be distributed on August 30, 2010.
 
 
31

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
16.
Shareholders’ equity (Continued)

 
c)
Treasury shares

On June 30, 2010 the Company held in treasury 343,139 book entry common registered shares with no par value, whose market value per share, as of that date, amounted to R$22.58.
 
17.
Management compensation

Directors and executive officers are paid through pro-labore. The amounts related to such compensation are recorded in the statement of income for the three-month period ended June 30, 2010, in the amount of R$1,142 (R$1,311 as of June 30, 2009), under General and administrative expenses.
 
18.
Financial, net

   
Parent company
   
Consolidated
 
   
04/01/10 to
06/30/10
   
04/01/09 to
06/30/09
   
04/01/10 to
06/30/10
   
04/01/09 to
06/30/09
 
Financial expenses
                       
Interest
    (66,799 )     (93,114 )     (149,863 )     (133,144 )
Inflation adjustment expense
    (2,821 )     333       (17,653 )     (4,964 )
Bank expenses
    (46 )     (148 )     (648 )     (904 )
      (69,666 )     (92,929 )     (168,164 )     (139,012 )
Financial revenues
                               
Interest
    7,773       6,078       26,958       19,769  
Inflation adjustment income
    895       (88 )     8,125       2,139  
Income from money market investments
    2,251       4,199       17,966       10,612  
Discounts earned
    10       255       211       571  
      10,929       10,444       53,260       33,091  
Exchange variation
                               
Exchange losses (1)
    (23,826 )     352,778       (41,662 )     355,794  
Exchange gains (1)
    1,862       (24,807 )     9,436       22,743  
      (21,964 )     327,971       (32,226 )     378,537  
Net impact of derivatives (2)
                               
Commodity derivatives
    (9,323 )     (108,882 )     13,377       (125,515 )
Exchange and interest derivatives
    (13,813 )     206,705       (5,587 )     286,332  
      (23,136 )     97,823       7,790       160,817  
      (103,837 )     343,309       (139,340 )     433,433  

(1) Includes exchange gains (losses) on assets and liabilities denominated in foreign currency; and,
(2) Includes realized and unrealized income from transactions in futures markets, and with options, swaps and NDFs.
 
 
32

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
19.
Other operating revenues (expenses), net

   
Parent company
   
Consolidated
 
   
04/01/10 to
06/30/10
   
04/01/09 to
06/30/09
   
04/01/10 to
06/30/10
   
04/01/09 to
06/30/09
 
Capital gains from disposal of equity interests, net of losses
    -       -       -       93,097  
Losses from business combinations
    -       -       -       (28,138 )
Constitution of provision for judicial demands
    (3,488 )     (592 )     (10,656 )     (2,890 )
Gain with port transactions
    28       1,676       4,404       5,648  
Other revenues (expenses), net
    (1,157 )     1,939       3,923       4,767  
      (4,617 )     3,615       (2,329 )     72,484  
 
20.
Financial instruments

a)   Risk management

The Company and its subsidiaries are exposed to market risks, especially related to volatility in the price of sugar and volatility in foreign exchange rates. The engagement of financial instruments for hedge purposes is carried out based on the analysis of the risk exposures that management intends to assume.

As of June 30, 2010 and March 31, 2010, the fair values related to the transactions with derivative financial instruments for hedge purposes or other purposes were stated at fair value based on the prices exercised in the active markets or cash flows discounted based on the market curves and were presented as follows:
 
 
33

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
20.
Financial instruments (Continued)

 
a) 
Risk management (Continued)
 
      Parent company y       Consolidated  
   
Reference value (R$ thousand)
   
Fair value (R$ thousand)
   
Reference value (R$ thousand)
   
Fair value (R$ thousand)
 
   
06/30/10
   
03/31/10
   
06/30/10
   
03/31/10
   
06/30/10
   
03/31/10
   
06/30/10
   
03/31/10
 
Price risk
                                               
Good derivatives
                                               
Futures contracts
    1,097,468       1,177,437       47,734       112,382       1,097,468       1,177,437       47,734       112,382  
Options contracts
    40,372       1,074,579       (3,298 )     (11,730 )     40,372       1,074,579       (3,298 )     (11,730 )
Swap contracts
    -       100,794       -       1,081       -       100,794       -       1,081  
                      44,436       101,733                       44,436       101,733  
 
Exchange rate risk
                                                               
Exchange rate derivatives
                                                               
Futures contracts
    571,660       2,103,056       2,768       471       571,660       2,103,056       2,768       471  
Term contracts
    1,235,111       957,149       50,259       36,559       1.235,111       957,149       50,259       36,559  
Options contracts
    934,502       671,502       11,102       15,719       934,502       671,502       11,102       15,719  
Swap contracts
    322,023       322,023       4,260       7,463       322,023       322,023       -       -  
                      68,389       60,212                       64,129       52,749  
 
Interest rate risk
                                                               
Interest derivatives
    518,790       518,790       (1,495 )     (624 )     518,790       518,790       (1,495 )     (624 )
                      (1,495 )     (624 )                     (1,495 )     (624 )
TOTAL
                    111,330       161,321                       107,070       153,858  
Total assets
                    148,767       238,024                       144,507       230.561  
Total liabilities
                    (37,437 )     (76,703 )                     (37,437 )     (76.703 )
 
 
34

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
20.
Financial instruments (Continued)

 
b) 
Price risk

Price risk results from the variation on the market prices of the products sold by the Company, mainly sugar #11 and #5 or white sugar. These price variations may significantly affect the Company’s revenues. In order to mitigate this risk, the Company continuously monitors the market transactions, in order to determine in advance the price variations. The table below shows the consolidated derivative financial instruments transactions to cover the commodities price risk:
 
 
35

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
20.
Financial instruments (Continued)

 
b) 
Price risk (Continued)
 
Risk price : good derivatives outstanding on June 30, 2010        
 
Derivatives
 
Purchased / sold
   
Market
 
Agreement
    Maturity date  
Reference
value
   
Fair value
 
                   
(R$ thousand)
   
(R$ thousand)
 
 
Balance of derivative financial instruments allocated for hedge accounting purposes
       
 
Swap
 
Sold
 
OTC
  #11  
Sep/10
    163,446       29,901  
Futures
 
Sold
 
NYBOT
  #11  
Sep/10
    149,198       12,717  
Futures
 
Sold
 
NYBOT
  #11  
Feb/11
    123,141       4,019  
Futures
 
Sold
 
NYBOT
  #11  
Apr/11
    41,602       4,144  
Futures
 
Sold
 
NYBOT
  #11  
Jun/11
    155,670       3,864  
Futures
 
Sold
 
NYBOT
  #11  
Sep/11
    94,189       40  
                              54,685  
 
Balance of derivative financial instruments not allocated for hedge accounting purposes
         
 
Futures
 
Sold
 
LIFFE
 
White Sugar
 
Jul/10
    25.915       (2,807 )
Futures
 
Sold
 
LIFFE
 
White Sugar
 
Sep/10
    19.568       1,180  
Futures
 
Sold
 
NYBOT
  #11  
Sep/10
    161.012       18,397  
                              16,769  
 
Futures
 
Purchased
 
NYBOT
  #11  
Sep/10
    (7.612 )     133  
Futures
 
Purchased
 
NYBOT
  #11  
Feb/11
    (145.014 )     (23,686 )
Futures
 
Purchased
 
NYBOT
  #11  
Apr/11
    (3.477 )     (143 )
Futures
 
Purchased
 
NYBOT
  #11  
Jun/11
    (3.371 )     (158 )
                              (23,854 )
 
Futures
 
Purchased
 
NYMEX
 
HO
 
Jul/10
    (4.254 )     133  
                              133  
 
Call
 
Purchased
 
OTC
  #11  
Sep/10
    (4.193 )     139  
Call
 
Purchased
 
OTC
  #11  
Sep/10
    (4.432 )        
                              139  
                              278  
 
Call
 
Sold
 
NYBOT/OTC
  #11  
Sep/10
    7.716       (1,129 )
Call
 
Sold
 
NYBOT/OTC
  #11  
Sep/10
    6.726       (792 )
Call
 
Sold
 
NYBOT/OTC
  #11  
Feb/11
    5.444       (1,318 )
Call
 
Sold
 
NYBOT
  #11  
Feb/11
    812       (248 )
Call
 
Sold
 
NYBOT
  #11  
Feb/11
    289       (89 )
                              (3,577 )
 
Put
 
Purchased
 
NYBOT/OTC
  #11  
Set/10
    6.771       5,086  
Put
 
Purchased
 
NYBOT/OTC
  #11  
Set/10
    2.364       1,900  
                              6,986  
Put
 
Sold
 
NYBOT/OTC
  #11  
Set/10
    (1.475 )     (5,086 )
Put
 
Sold
 
NYBOT/OTC
  #11  
Set/10
    (148 )     (1,900 )
                              (6,986 )
 
Total goods
                            44,435  
 
 
36

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
20.
Financial instruments (Continued)

 
c)
Foreign exchange risk

Foreign exchange risk results from the possible variations on foreign exchange rates adopted by the Company as regards to its revenues from exports, imports, debt flows and other assets and liabilities denominated in foreign currency. The Company adopts derivative transactions to manage the cash flow risks resulting from the export revenues denominated in US dollars, net of the other cash flows also denominated in foreign currency. The table below shows the outstanding consolidated positions, as of June 30, 2010, of the derivatives adopted to hedge the foreign exchange risks:
 
 
37

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
20.
Financial instruments (Continued)

 
c)
Foreign exchange risk (Continued)

  Foreign exchange rate risk : foreign exchange derivatives on June 30, 2010        
 
Derivatives
 
Purchased / Sold
   
Market
   
Contract
   
Term
 
Reference
value
     
Fair value
 
                   
(R$ thousand)
   
(R$ thousand)
 
 
Balance of derivative financial instruments allocated for hedge accounting purposes
       
 
Term
 
Sold
 
OTC/Cetip
 
NDF
 
Jul/10
    96,800       6,250  
Term
 
Sold
 
OTC/Cetip
 
NDF
 
Aug/10
    143,738       6,829  
Term
 
Sold
 
OTC/Cetip
 
NDF
 
Sep/10
    10,160       949  
Term
 
Sold
 
OTC/Cetip
 
NDF
 
Sep/10
    46,184       3,808  
Term
 
Sold
 
OTC/Cetip
 
NDF
 
Oct/10
    147,454       10,526  
Term
 
Sold
 
OTC/Cetip
 
NDF
 
Dec/10
    95,625       2,297  
Term
 
Sold
 
OTC/Cetip
 
NDF
 
Jan/11
    89,460       4,510  
Term
 
Sold
 
OTC/Cetip
 
NDF
 
May/11
    141,281       4,087  
Term
 
Sold
 
OTC/Cetip
 
NDF
 
Jul/11
    99,300       733  
Term
 
Sold
 
OTC/Cetip
 
NDF
 
Aug/11
    103,750       4,002  
Term
 
Sold
 
OTC/Cetip
 
NDF
 
Oct/11
    261,360       6,268  
                              50,259  
 
Balance of derivative financial instruments not allocated for hedge accounting purposes
         
 
Futures
 
Sold
 
BMFBovespa
 
Commercial dollar
 
Aug/10
    275,412       1,032  
Futures
 
Sold
 
BMFBovespa
 
Commercial dollar
 
Dec/10
    129,182       795  
Futures
 
Sold
 
BMFBovespa
 
Commercial dollar
 
Jul/11
    340,953       2,121  
Futures
 
Sold
 
BMFBovespa
 
Commercial dollar
 
Aug/11
    78,520       486  
Futures
 
Sold
 
BMFBovespa
 
Euro
 
Jul/10
    15,213       (7 )
                              4,427  
 
Futures
 
Purchased
 
BMFBovespa
 
Commercial dollar
 
Dec/10
    (92,273 )     (568 )
Futures
 
Purchased
 
BMFBovespa
 
Commercial dollar
 
Jul/11
    (175,347 )     (1,091 )
                              (1,659 )
 
Put Onshore
 
Purchased
 
BMFBovespa
 
Commercial dollar
 
Oct/10
    875,000       9,716  
Put Offshore
 
Purchased
 
OTC
 
Commercial dollar
 
Feb/11
    42,782       763  
Put Offshore
 
Purchased
 
OTC
 
Commercial dollar
 
Feb/11
    16,720       623  
                              11,102  
Total export foreign exchange transactions
                    64,130  
Swap
 
Purchased
 
OTC/Cetip
 
Dollar/DI
        322.023       4,260  
Swap
 
Sold
 
OTC/Cetip
 
Dollar/DI
        (322.023 )     (4,260 )
Total foreign exchange transactions
                    64,130  
 
 
38

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
20.
Financial instruments (Continued)

 
c)
Foreign exchange risk (Continued)

At June 30, 2010 and March 31, 2010, the Company and its subsidiaries presented the following net balance sheet exposure to US dollar:

   
Consolidated
 
   
06/30/10
   
03/31/10
 
      R$    
US$ (in thousand)
      R$    
US$ (in thousand)
 
Amounts pending foreign exchange closing
    44,868       24,906       127,755       71,732  
Overnight
    50,900       28,254       50,470       28,338  
Trade notes receivable – foreign
    127,370       70,702       148,655       83,467  
Senior Notes due in 2014
    (653,653 )     (362,838 )     (631,246 )     (354,433 )
Senior Notes due in 2017
    (741,477 )     (411,589 )     (720,573 )     (404,589 )
Perpetual bonds
    (820,229 )     (455,303 )     (810,896 )     (455,304 )
Other foreign currency-denominated loans
    (366,273 )     (203,316 )     (479,206 )     (269,066 )
Export pre payments
    (899,110 )     (499,090 )     (980,533 )     (550,552 )
Restricted cash
    51,274       28,462       44,972       25,251  
Foreign exchange exposure, net
    (3,206,330 )     1,779,812       (3,250,602 )     (1,825,156 )

 
d)
Hedge accounting effects

The Company determined its hedge accounting transactions for derivative financial instruments allocated to hedge the cash flows from VHP sugar export revenues, considering: (i) hedge classification; (ii) purpose and strategy to manage the Company’s risk in connection with the adoption of the hedge transactions; (iii) identification of the financial instrument; (iv) purpose or covered transaction; (v) nature of the risk to be covered; (vi) description of the coverage relationship; (vii) description of the relationship between the hedge and the coverage purpose; and (viii) prospective and retrospective hedge effectiveness. The Company allocated the derivative financial instruments of Sugar#11 (NYBOT or OTC) to cover the price risks and Non-Deliverable Forward (NDF) to cover the foreign exchange risks, as referred to in items (b) and (c) of this note.
 
 
39

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
20.
Financial instruments (Continued)

 
d)
Hedge accounting effects (Continued)

The Company recorded the gains and losses considered as effective for hedge accounting purposes in a specific account in shareholder’s equity, until the time the hedged item affects the net income for the year; in this case, the gain or loss of each instrument must be recorded in the net income for the year under the same account of the hedged item (in this case, sales revenues). As of June 30, 2010, the effects recorded in shareholders’ equity and estimated realizable net income are as follows:
 
                             
             
Realizable year
       
Derivative
Market
   
Risk
      2010/2011       2011/2012    
Total
 
 
Futures
OTC / NYBOT
    #11       6.623       5.919       12.542  
NDF
OTC/Cetip
   
USD
      5.819       11.855       17.674  
(-) Deferred tax
              (4.230 )     (6.043 )     (10.273 )
Total
              8.212       11.731       19.943  
 
During the period, the statement of income was not affected due to the transactions which were not allocated for hedge accounting purposes. Moreover, the Company recorded gains in the amount of R$385 related to the non-effective portions for hedge accounting purposes in the quarter ended June 30, 2010.
 
Equity value adjustments
 
04/01/10 to
06/30/10
 
Cash flow hedge
     
Gains/(losses) for the period
     
Futures contracts and commodities swap
    11.560  
Forward foreign exchange contracts (NDF)
    17.675  
Adjustments to reclassification of losses/(gains) included in the statement of
       
income for the period (sales revenues)
    982  
Total effects in equity adjustments from cash flow
       
hedge (before differed IR/CS)
    30.216  
Effects of differed IR/CS on the equity adjustments
    (10.274 )
      19.943  

 
40

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
20.
Financial instruments (Continued)

 
e)
Interest rate risk

The Company monitors fluctuations of the several interest rates to which its assets and liabilities are pegged and, in the event of increased volatility of such rates, it may engage in transactions with derivatives so as to minimize such risks. The table below shows the consolidated positions of the derivative financial instruments to cover the foreign exchange rate risk, which instruments were not allocated for hedge accounting purposes:
 
Price risk : interest derivatives outstanding on June 30, 2010
 
 
Derivatives
 
Purchased / Sold
   
Market
   
Contract
   
Term
 
Number of
agreements
 
Strike
 
Average price
   Fair value    
Notional
 
Notional
   
Fair value
 
                                   
(thousand)
 
(R$ thousand)
   
(R$ thousand)
 
 
Swap
   
Purchased
   
OTC/Cetip
 
Fix / Libor 3 Month
      1   -  
1.199% / Libor 3 Month
       
USD 300,000
    518,790       (1,495 )
                                          518,790       (1,495 )
 
 
f)
Credit risk

A significant portion of sales made by the Company and its subsidiaries is for a selected group of best-in-class counterparts, i.e. trading companies, fuel distribution companies and large supermarket chains.

Credit risk is managed through specific rules of client acceptance, credit rating and setting of limits for customer exposure, including the requirement of a letter of credit from major banks and obtaining actual warranties on given credit, when applicable. Management believes that the risk of credit is substantially covered by the allowance for doubtful accounts.

The Company carries out good derivative transactions in the futures and options markets at the stock exchanges of New York (NYBOT) and London (LIFFE), as well as in the over-the-counter market with selected counterparts. The Company carries out foreign exchange derivative transactions at BM&F Bovespa and over-the-counter agreements registered with CETIP with Goldman Sachs & Co, Banco Barclays S.A., BNP Paribas Commodity Futures Ltd., Newedge LLC, Macquarie Bank Ltd., ADM Investors Services International Limited (Hencorp), Prudential Bache Commodities LLC, Natixis Commodity Markets Ltd., Espirito Santo Investment do Brasil S.A., Deutsche Bank S.A. – Banco Alemão, Banco Bradesco S.A., Banco JP Morgan S.A., Banco Standard de Investimentos S.A., Banco Morgan Stanley Witter S.A. and Banco BTG Pactual S.A.
 
 
41

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
20.
Financial instruments (Continued)

 
f)
Credit risk (Continued)

Guarantee margins – The derivative transactions carried out in stock exchanges (NYBOT, LIFFE and BM&F Bovespa) require an initial margin for guarantee purposes. The brokers with which the Company trades at such stock exchanges offer credit limits to these margins. As of June 30, 2010, the total credit limit considered for initial margin is R$54,827 (R$68,646 as of March 31, 2010). In order to trade at BM&F Bovespa, the Company counted with, as of June 30, 2010, R$96,043 (R$83,042 as of March 31, 2010) through the Settlement Guarantee provided by a first-class bank. The derivative transactions carried out by the Company in the over-the-counter market do not require guarantee margins.

 
g)
Debt acceleration risk

As of June 30, 2010, the Company was a party to loan and financing agreements with covenants generally applicable to these operations, including requirements related to cash generation, debt to equity ratio and others. These covenants are being fully complied with by the Company and do not place any restrictions on its operations.

 
h)
Market values

As of June 30, 2010, the fair values of cash, marketable securities and trade accounts receivable and payable approximate the respective amounts recorded in the consolidated quarterly information, due to their short-term nature.

The fair value of the Senior Notes maturing in 2014 and 2017, as described in Note 13, according to their market value, were 113.60% and 105.0%, respectively, of their face value at June 30, 2010.

The fair value of Perpetual Notes as described in Note 13, according to its market value, was 99.25% of its face value at June 30, 2010.

As for the other loan and financing arrangements, their respective fair values substantially approximate the amounts recorded in the quarterly information considering that such instruments are subject to variable interest rates.
 
 
42

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
20.
Financial instruments (Continued)

 
i)
Sensitivity analysis

Pursuant to CVM Rule Nº 475 issued on December 17, 2008, following is the sensitivity analysis of the fair value of financial instruments, in accordance with the types of risks deemed to be significant by the Company:

Assumptions for the Sensitivity Analysis

For the analysis, the Company adopted three scenarios, being one probable and two that may have effects from impairment of the fair value of the Company’s derivative financial instruments. The definition of the probable scenario included the market data at June 30, 2010, the same one which determine the fair value of the derivatives at that date and therefore there are no differences in relation to the fair value of the derivative financial instruments. The possible adverse and remote scenarios were established in view of adverse impacts of 25% and 50% on the curves in the prices of the U.S. dollar and sugar:

Sensitivity Exhibit

Following is the sensitivity exhibit on the change in the fair value of the Company’s financial derivatives:

     
Effects on net income
 
 
Risk factor
 
Probable
scenario
   
Possible
scenario (25%)
   
Remote
scenario (50%)
 
Price risk
                   
Goods derivatives
                   
Futures contracts:
                   
Sale commitments
Sugar price spike
    71,454       (215,516 )     (431,032 )
Purchase commitments
Sugar price decline
    (23,854 )     (44,440 )     (89,013 )
Options:
                         
Put
Sugar price spike
    278       (272 )     (278 )
Call
Sugar price spike
    (3,577 )     (15,103 )     (45,568 )
Call - sold
Sugar price decline
    6,986       (4,957 )     (6,507 )
Swap contracts
Sugar price decline
    (6,986 )     (10,767 )     (25,414 )
                           
Exchange rate risk
                         
Exchange rate derivatives
                         
Futures contracts:
                         
Sale commitments
R$/US$ exchange rate appreciation
    4,427       (208,440 )     (348,810 )
Purchase commitments
R$/US$ exchange rate depreciation
    (1,659 )     (66,635 )     (135,327 )
Forward contract:
                         
Sale commitments
R$/US$ exchange rate appreciation
    50,259       (295,116 )     (573,091 )
Option:
                         
Call - purchased
R$/US$ exchange rate appreciation
    11,102       (11,088 )     (11,102 )
Interest rate risk
                         
Interest derivatives
                         
Swap contracts
Libor curve decline
    (1,495 )     (1,522 )     (3,050 )
 
 
43

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
21.
Insurance

At June 30, 2010, the Company and its subsidiaries maintain insurance coverage against fire, thunderbolts and explosions of any nature for the whole sugar and ethanol inventory and for specific buildings, equipment, facilities and machinery.

The Company does not foresee any difficulties to renew its insurance policies and believes that the coverage established is reasonable in terms of amounts and consistent with Brazilian industry standards.

The scope of our independent auditors work did not include an opinion on the sufficiency of the insurance coverage, which, as determined by the Company management, was considered sufficient to cover any claims.
 
22.
Stock option plan

At the Annual and Extraordinary General Meeting held on August 30, 2005, the Guidelines for the Outlining and Structuring of a Stock Option Plan for Company’s officers and employees were approved, thus authorizing the issue of up to 5% of the Company’s share capital. The stock option plan was designed to obtain and retain the services rendered by senior officers and employees, offering them the opportunity to become shareholders of the Company. On September 22, 2005, the Board of Directors approved the distribution of stock options corresponding to 4.302.780 common shares to be issued by the Company related to 3.25% of the share capital at the time, authorized by the Annual/Extraordinary General Meeting. On that same date, eligible officers were informed of the material terms and conditions of the share-based compensation agreement.

On September 11, 2007, the Board of Directors approved the distribution of stock options, corresponding to 450,000 common shares to be issued or purchased by the Company related to 0.24% of the share capital at the time, authorized by the Annual/Extraordinary General Meeting. On that same date, the eligible officer was informed of the material terms and conditions of the share-based compensation agreement. The remaining 1.51% may still be distributed.

On August 7, 2009, the Board of Directors approved an additional distribution of stock options, with no vesting period, corresponding to 165,657 common shares to be issued or purchased by the Company, following a change in the management members.
 
 
44

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
22.
Stock option plan (Continued)

Based on the fair value at the issue date, exercise price is R$6.11 (six reais and eleven cents) per share, without discount. The exercise price was calculated before the above evaluation based on an expected private equity agreement based on that eventually was not made. The options are exercisable over one year period, considering a maximum percentage of 25% p.a. of total stock options offered by the Company, within a period of 5 years.

The options exercised shall be settled only upon issue of new common or treasury shares that the Company may have at each relevant date.

Should any holder of stock options cease to be an employee or manager of the Company, by death, retirement or permanent disability of the beneficiary, any options not previously vesting shall become extinct on the date that employee or officer separates from the Company. However, in the case of termination without good cause, the terminated employees shall be entitled to exercise 100% of their options referring to that particular year, on top of exercising 50% of their options in the coming year.

At June 30, 2010 options equivalent to 653,976 common shares were not exercised.

Until June 30, 2010, all stock option exercises were settled through the issuance of new common shares. Should the remaining options also be exercised through the issuance of new common shares, the current shareholders’ interest would be reduced by 0.16% after exercising all remaining options.

At June 30, 2010, R$2,450 regarding the unrecognized remuneration cost of stock options will be recognized within nearly three months (R$2,960 as of March 31, 2010, with a deadline of nearly 6 months).
 
23.
Pension plan

Previd Exxon - Sociedade de Previdência Privada, a closed-ended supplementary pension entity sponsored by Cosan CL, set up on December 23, 1980, engaged mainly in the supplementation of benefits within certain limits set in its formation deed, to which all employees of the sponsor and their beneficiaries are entitled as social security insured workers.
 
 
45

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
23.
Pension plan (Continued)

Actuarial liability related to Previd Exxon was determined as set forth in NPC 26 issued by IBRACON and is recorded under non-current liabilities, as of June 30, 2010, in the amount of R$59,774 (R$61,788 as of March 31, 2010).

As of the quarter ended June 30, 2010, the contributions to Previd Exxon – Sociedade de Previdência Privada totaled R$1,668.
 
24.
Information per segment (consolidated)

 
a) 
Information per segment

The information per segment is based on the information used by Cosan’s management to evaluate the performance of the operational segments and take the decisions related to the investment of the financial resources. The Company has three segments: (i) sugar and ethanol (products resulting from the “CAA” activities; (ii) distribution of fuel and lubricants (activities performed by “CCL”); and (iii) logistics (operations performed by the indirect subsidiary “RUMO”). Each segment is administered individually in order to facilitate the understanding of the clients from different segments. The operational assets related to these segments are located solely in Brazil.

The following is a description of the Company’s operational segments.

The CAA segment’s main activities are the production and sale of a number of sugarcane byproducts, including the VHP sugar, ethanol, fuel, anhydride and hydrated ethanol. This segment also includes the activities related to the co-generation of power as from the sugarcane bagasse.

The CCL segment includes the distribution and sale of fuel and lubricants, mainly through the Esso chain located throughout Brazil, as well as convenience stores.

The RUMO segment includes the rendering of logistics services in the sugar transportation, storage and port activities, both to the CAA segment and third parties.
 
 
46

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
24.
Information per segment (consolidated) (Continued)

 
a) 
Information per segment (Continued)

The information selected from statement of income and assets per segment, which information was measured in accordance with the same accounting practices adopted in the preparation of the consolidated quarterly information, is as follows:

   
June 30, 2010
 
   
 
CAA
   
 
CCL
   
 
Rumo
   
Adjustments
and exclusions
   
 
Consolidated
 
Balance sheet
                             
Property, plant and equipment
    5,076,676       345,172       414,191       -       5,836,039  
Intangible assets
    1,441,150       1,406,421       73,668       -       2,921,239  
Financial debt, net
    (4,359,675 )     (402,847 )     (148,002 )     -       (4,910,524 )
Other assets and liabilities, net
    3,009,415       533,577       (43,911 )     (2,157,185 )     1,341,896  
                                         
Total assets (net of liabilities) allocated per segment (1)
    5,167,566       1,882,323       295,946       (2,157,185 )     5,188,650  

   
March 31, 2010
 
   
 
CAA
   
 
CCL
   
 
Rumo
   
Adjustments
and exclusions
   
 
Consolidated
 
Balance sheet
                             
Property, plant and equipment
    4,910,863       356,170       294,032       -       5,561,065  
Intangible assets
    1,452,393       1,379,769       69,146       -       2,901,308  
Financial debt, net
    (4,113,669 )     (433,238 )     (106,501 )     -       (4,653,408 )
Other assets and liabilities, net
    2,872,831       544,460       14,405       (2,083,080 )     1,348,616  
                                         
Total assets (net of liabilities) allocated per segment (1)
    5,122,418       1,847,161       271,082       (2,083,080 )     5,157,581  

 
(1)  
Comprising shareholders’ equity and minority interest.

   
June 30, 2010
 
   
 
CAA
   
 
CCL
   
 
Rumo
   
Adjustments
and exclusions
   
 
Consolidated
 
                               
Net income for the period (3 months)
                             
Net operational revenues
    1,273,643       2,781,626       105,372       (161,019 )     3,999,622  
Gross profit
    263,533       205,849       32,928       4,253       506,563  
Sales, general and administrative expenses
    (193,144 )     (133,485 )     (8,035 )     (751 )     (335,415 )
Operational results (2)
    70,389       72,364       24,893       3,502       171,148  
Other operational revenues (expenses), net
    (2,278 )     (4,480 )     7,544       (3,115 )     (2,329 )
Other selected information
                                       
Additions to property, plant and equipment and intangible assets
    461,622       14,850       123,932       -       600,404  
Depreciation and amortization
    169,169       16,249       3,773       -       189,191  
 
 
47

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
24.
Information per segment (consolidated) (Continued)

 
a) 
Information per segment (Continued)

   
June 30, 2009
 
   
 
 
CAA
   
 
 
CCL
   
 
 
Rumo
   
Adjustments
and exclusions
   
 
 
Consolidated
 
Net income for the period (3 months)
                             
Net operational revenues
    1,205,209       2,444,717       39,255       (123,078 )     3,566,103  
Gross profit
    171,930       186,975       12,885       (4,105 )     367,685  
Sales, general and administrative expenses
    (188,825 )     (110,692 )     (3,443 )     4,105       (298,855 )
Operational results (2)
    (16,895 )     76,283       9,442       -       68,830  
Other operational revenues (expenses), net
    65,978       702       5,804       -       72,484  
Other selected information
                                       
Additions to property, plant and equipment and intangible assets
    408,382       11,529       707       -       420,618  
Depreciation and amortization
    157,235       8,941       3,741       -       169,917  

 
(1)
Comprising gross profit less sales, general and administrative expenses.

 
b)
Sales revenues per segment

   
06/30/2010
   
06/30/2009
 
CAA
           
   Sugar
    829,331       651,046  
   Ethanol
    356,853       479,464  
   Co-generation
    55,372       29,405  
   Other
    32,087       45,294  
      1,273,643       1,205,209  
CCL
               
   Fuel
    2,559,103       2,275,514  
   Lubricants
    201,658       150,372  
   Other
    20,865       18,831  
      2,781,626       2,444,717  
Rumo
               
   Addition
    35,016       38,175  
   Freight
    70,356       1,080  
      105,372       39,255  
                 
Adjustments and exclusions
    (161,019 )     (123,078 )
      3,999,622       3,566,103  

 
c)  
Sales revenues per region

During the quarters ended June 30, 2010 and 2009, sales revenues per region, in percentages, were as follows:

   
06/30/2010
   
06/30/2009
 
Brazil
    69.27 %     54.35 %
Europe
    26.82 %     35.34 %
Middle East and Asia
    2.12 %     1.95 %
North America
    0.37 %     6.17 %
Latin America (others, except Brazil)
    0.07 %     2.19 %
Others
    1.35 %     -  
Total
    100.00 %     100.00 %
 
 
48

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
24.
Information per segment (consolidated) (Continued)

 
d)  
Main clients

 
CAA

 
Sales from this segment are relatively diluted, with solely one client representing more than 10% of the total sales of this segment for the quarters ended June 30, 2010 and 2009: SUCDEN Group, with 26.6% and 33.0% of sales, respectively.

 
CCL

 
Sales from this segment are highly diluted, without specific clients or economic groups representing 10% or more of the sales in this segment.

 
RUMO

 
For the quarters ended June 30, 2010 and 2009, 42.7% and 34.9%, respectively, of the sales of this segment were directed to the CAA segment. Moreover, during the same periods, such segment had two clients with revenues greater than 10% of the total, being (i) SUCDEN Group, representing 17.0% (21.0% as of June 30, 2009) and (ii) ED & F MAN Brasil S.A., representing 22.6% (zero as of June 30, 2009).
 
25.
Subsequent events

Subscription Agreement due to capital increase in Rumo Logística S.A. (“Rumo”)

On July 2, 2010, the indirect subsidiary Novo Rumo Logística S.A. (“Novo Rumo”) entered into a Subscription Agreement in connection with the investments administered by TPG Capital e Gávea Investimentos (“Investors”). The investment will take place upon the capital increase in the amount of R$400,000, to be paid into equal installments by the Investors.

Such agreement is subject to certain precedent conditions, which conditions must be complied up to September 30, 2010. Upon closing of transactions, the Investors must subscribe the shares and perform the capital contribution, as well as enter into a shareholders’ agreement. The Company holds, directly and indirectly, 92.9% of Rumo and, upon acquisition, will hold 69.7% of Rumo.
 
 
49

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the Quarterly Financial Statements (Continued)
June 31, 2010 and 2009
(In thousands of reais)
 
25.
Subsequent events (Continued)

Company’s capital increase

On July 29, 2010, the Board of Directors’ Meeting approved the capital increase, in the amount of R$2,748, in the context of the “Company’s Stock Option Plan”, upon the issuance of 449,819 new nominative and book-entry common shares, with no par value, based on the exercise of such option by the eligible executive officers, at the issuance price of R$6.11 per share. Due to the issuance of new shares, the Company’s capital stock increased to R$4,690,575, represented by 407,010,196 nominative and book-entry common shares, with no par value.

Approval of dividends above the minimum mandatory dividends

On July 30, 2010, the Ordinary General Meeting approved the distribution of dividends above the minimum mandatory dividends, in the amount of R$83,431, totaling R$200,000 of dividends to be paid on August 30, 2010.

BNDES financing

On August 4, 2010, BNDES approved a credit line on behalf of the indirect subsidiary Rumo, through its subsidiary Cosan Operadora Portuária S.A. (“Portuária”), in the amount of R$614,000, for investments to be performed by Portuária in the railway complex under the concession of the companies controlled by ALL – America Latina Logística S.A. and in the construction of a logistic terminal in the region of Itirapina-SP. Such credit line will be subject to annual interest of 1.92% plus TJLP, to be paid in up to 12 years.
 
 
50

 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
   
COSAN LIMITED
 
       
       
Date:
August 23, 2010
 
By:
/s/ Marcelo Eduardo Martins
 
       
Name:
Marcelo Eduardo Martins
 
       
Title:
Chief Financial Officer and Investor Relations Officer