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EX-99.2 - EX-99.2 - BUNGELTDa10-4077_1ex99d2.htm

Exhibit 99.1

 

BUNGE LIMITED

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

 

On January 26, 2010, Bunge Limited (“Bunge”) and two of its wholly owned subsidiaries entered into a definitive agreement with Vale S.A., a Brazil-based global mining company (“Vale”) and an affiliate of Vale, pursuant to which Vale will acquire Bunge’s fertilizer nutrients assets in Brazil, including its interest in Fertilizantes Fosfatados S.A. (“Fosfertil”), for $3.8 billion in cash (the “Transaction”). The consideration is subject to a post-closing adjustment based on working capital and net debt, as provided in the sale and purchase agreement (the “Agreement”) for the Transaction.

 

Under the terms of the Agreement, Vale will acquire Bunge’s 42.3% interest in Fosfertil, as well as Bunge’s wholly owned phosphate mines, related production facilities and certain joint venture interests in Brazil. Bunge will retain its retail fertilizer operations in Brazil and will enter into a phosphate product supply agreement with Vale with a term that expires on December 31, 2012, with an option for Bunge to extend it for one additional year. The supply agreement will provide for minimum annual purchases of certain phosphate products by Bunge from Vale. Pricing, including discounts, under the supply agreement is reflective of price terms in existence prior to the Transaction. In addition, a transition services agreement will be entered into between the parties pursuant to which Bunge will provide administrative services to Vale for a fixed monthly fee.  The transition services agreement will expire on December 31, 2010 unless previously terminated in accordance with its terms and may be extended for one year by mutual agreement of the parties. Bunge’s existing phosphate product supply agreement with Fosfertil is not affected by the Transaction.  Bunge will also retain its fertilizer operations in Argentina and the United States, and its 50% stake in its joint venture with Office Chérifien des Phosphates in Morocco.

 

The accompanying unaudited pro forma consolidated balance sheet of Bunge as of September 30, 2009 is presented as if the Transaction had occurred on September 30, 2009. The accompanying unaudited pro forma consolidated statements of income of Bunge for the year ended December 31, 2008 and for the nine months ended September 30, 2009 are presented as if the Transaction had occurred on January 1, 2008. In order to derive the pro forma financial information, the historical results of Bunge have been adjusted to eliminate the assets, liabilities and results of operations of Bunge’s fertilizer nutrients business, including Fosfertil, which has historically been consolidated by Bunge. Pro forma adjustments are described in the notes to the unaudited pro forma consolidated financial statements. No pro forma adjustment has been made for the use of the proceeds from the Transaction.

 

The pro forma adjustments are based upon available information and certain assumptions that Bunge believes are reasonable under the circumstances. The actual amounts could differ. The unaudited consolidated pro forma financial information is for informational purposes only, and is not necessarily indicative of the operating results or financial position that would have been achieved had the Transaction been consummated on the dates indicated, and should not be construed as representative of Bunge’s future results of operations or financial position.

 

The unaudited pro forma financial statements should be read in conjunction with Bunge’s consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2008 filed on Bunge’s Current Report on Form 8-K filed on June 4, 2009 and Bunge’s consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the quarterly period ended September 30, 2009 in Bunge’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009.

 

1



 

BUNGE LIMITED

PRO FORMA CONSOLIDATED STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009

(Unaudited)

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

 

 

 

Historical

 

Adjustments

 

Pro Forma

 

 

 

 

 

 

 

 

 

Net sales

 

$

31,490

 

$

(908

)(a)

$

30,582

 

Cost of goods sold

 

(30,600

)

1,178

 (a)

(29,422

)

 

 

 

 

 

 

 

 

Gross profit

 

890

 

270

 

1,160

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

(952

)

35

 (b)

(917

)

Interest income

 

96

 

(28

)(c)

68

 

Interest expense

 

(212

)

5

 (c)

(207

)

Foreign exchange gains

 

470

 

(152

)(b)

318

 

Other income (expense) - net

 

(12

)

 (b)

(12

)

 

 

 

 

 

 

 

 

Income from operations before income tax

 

280

 

130

 

410

 

Income tax benefit

 

52

 

(44

)(d)

8

 

 

 

 

 

 

 

 

 

Income from operations after income tax

 

332

 

86

 

418

 

Equity in earnings of affiliates

 

11

 

(1

)(e)

10

 

 

 

 

 

 

 

 

 

Net income

 

343

 

85

 

428

 

Net loss (income) attributable to noncontrolling interest

 

7

 

(16

)(f)

(9

)

 

 

 

 

 

 

 

 

Net income attributable to Bunge

 

350

 

69

 

419

 

Convertible preference share dividends

 

(39

)

 

(39

)

 

 

 

 

 

 

 

 

Net income available to Bunge common shareholders

 

$

311

 

$

69

 

$

380

 

 

 

 

 

 

 

 

 

Earnings per common share - basic

 

 

 

 

 

 

 

Earnings to Bunge common shareholders

 

$

2.51

 

 

 

$

3.07

 

 

 

 

 

 

 

 

 

Earnings per common share - diluted

 

 

 

 

 

 

 

Earnings to Bunge common shareholders

 

$

2.48

 

 

 

$

2.87

 

 

 

 

 

 

 

 

 

Weighted-average number of common shares

 

 

 

 

 

 

 

Basic

 

123,874,575

 

 

 

123,874,575

 

 

 

 

 

 

 

 

 

Diluted

 

132,501,800

 

 

 

132,501,800

 

 

See accompanying notes to pro forma consolidated financial information.

 

2



 

BUNGE LIMITED

PRO FORMA CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2008

(Unaudited)

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

 

 

 

Historical

 

Adjustments

 

Pro Forma

 

 

 

 

 

 

 

 

 

Net sales

 

$

52,574

 

$

(2,047

)(a)

$

50,527

 

Cost of goods sold

 

(48,538

)

893

 (a)

(47,645

)

 

 

 

 

 

 

 

 

Gross profit

 

4,036

 

(1,154

)

2,882

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

(1,613

)

62

 (b)

(1,551

)

Interest income

 

214

 

(81

)(c)

133

 

Interest expense

 

(361

)

5

 (c)

(356

)

Foreign exchange losses

 

(749

)

239

 (b)

(510

)

Other income (expense) — net

 

10

 

34

 (b)

44

 

 

 

 

 

 

 

 

 

Income from operations before income tax

 

1,537

 

(895

)

642

 

Income tax benefit (expense)

 

(245

)

304

 (d)

59

 

 

 

 

 

 

 

 

 

Income from operations after income tax

 

1,292

 

(591

)

701

 

Equity in earnings of affiliates

 

34

 

(6

)(e)

28

 

 

 

 

 

 

 

 

 

Net income

 

1,326

 

(597

)

729

 

Net income attributable to noncontrolling interest

 

(262

)

248

(f)

(14

)

 

 

 

 

 

 

 

 

Net income attributable to Bunge

 

1,064

 

(349

)

715

 

Convertible preference share dividends

 

(78

)

 

(78

)

 

 

 

 

 

 

 

 

Net income available to Bunge common shareholders

 

$

986

 

$

(349

)

$

637

 

 

 

 

 

 

 

 

 

Earnings per common share — basic

 

 

 

 

 

 

 

Earnings to Bunge common shareholders

 

$

8.11

 

 

 

$

5.24

 

 

 

 

 

 

 

 

 

Earnings per common share — diluted

 

 

 

 

 

 

 

Earnings to Bunge common shareholders

 

$

7.73

 

 

 

$

4.63

 

 

 

 

 

 

 

 

 

Weighted-average number of common shares

 

 

 

 

 

 

 

Basic

 

121,527,580

 

 

 

121,527,580

 

 

 

 

 

 

 

 

 

Diluted

 

137,591,266

 

 

 

137,591,266

 

 

See accompanying notes to pro forma consolidated financial information.

 

3



 

BUNGE LIMITED

PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2009

(Unaudited)

(U.S. dollars in millions)

 

 

 

Historical

 

Adjustments

 

Pro Forma

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,101

 

$

3,394

 (g)(i)

$

4,495

 

Trade accounts receivable

 

2,381

 

(91

)(g)

2,290

 

Inventories

 

4,835

 

(484

)(g)

4,351

 

Deferred income taxes

 

296

 

(74

)(j)

222

 

Other current assets

 

3,893

 

(192

)(g)

3,701

 

 

 

 

 

 

 

 

 

Total current assets

 

12,506

 

2,553

 

15,059

 

Property, plant and equipment, net

 

5,051

 

(1,398

)(g)

3,653

 

Goodwill

 

377

 

 

377

 

Other intangible assets, net

 

152

 

(8

)(g)

144

 

Investments in affiliates

 

801

 

(23

)(g)

778

 

Deferred income taxes

 

1,150

 

(283

)(j)

867

 

Other non-current assets

 

1,823

 

(326

)(g)

1,497

 

Total assets

 

$

21,860

 

$

515

 

$

22,375

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Short term debt

 

$

430

 

$

(66

)(g)

$

364

 

Current portion of long-term debt

 

23

 

 

23

 

Trade accounts payable

 

3,106

 

(291

)(g)

2,815

 

Deferred income taxes

 

106

 

(13

)(j)

93

 

Other current liabilities

 

3,021

 

(90

)(g)

2,931

 

Total current liabilities

 

6,686

 

(460

)

6,226

 

 

 

 

 

 

 

 

 

Long term debt

 

3,625

 

 

3,625

 

Deferred income taxes

 

164

 

(127

)(j)

37

 

Other non-current liabilities

 

992

 

(200

)(g)

792

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

Mandatory convertible preference shares

 

863

 

 

863

 

Convertible perpetual preference shares

 

690

 

 

690

 

Common shares

 

1

 

 

1

 

Additional paid in capital

 

3,618

 

 

3,618

 

Retained earnings

 

4,081

 

1,949

  (k)

6,030

 

Accumulated other comprehensive income (loss)

 

269

 

(35

)(k)

234

 

Total Bunge shareholder’s equity

 

9,522

 

1,914

 

11,436

 

Noncontrolling interest

 

871

 

(612

)(h)

259

 

Total equity

 

10,393

 

1,302

 

11,695

 

Total liabilities and shareholders’ equity

 

$

21,860

 

$

515

 

$

22,375

 

 

See accompanying notes to pro forma consolidated financial information.

 

4



 

BUNGE LIMITED

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

 

a)             This adjustment reflects the elimination of the net sales and cost of goods sold of the assets sold to Vale.  Cost of goods sold has been adjusted to give effect to the supply agreements by reinstating the purchases made by Bunge’s retained retail business from the disposed businesses.

 

b)            This adjustment reflects the elimination of the selling, general and administrative expenses, foreign exchange gains (losses) and other income (expense) — net, of the assets sold.  Bunge and Vale will enter into a transition service agreement under which Bunge will provide transition services for a period through December 31, 2010 to Vale, with such agreement extendable for an additional year by mutual agreement of the parties.  Under the transition services agreement, Bunge will receive approximately $2.8 million monthly.  No adjustment has been made to give effect to the transition services agreement as it is considered to be nonrecurring in nature.

 

c)             This adjustment reflects the elimination of interest income and expense of the assets sold.  No adjustment has been made to give effect to Bunge’s use of the proceeds from the Transaction as Bunge has not made a final determination as to the use of proceeds, including repayment of outstanding debt. Had the Transaction occurred on January 1, 2008 and Bunge used a portion of the proceeds of the Transaction to reduce debt under its revolving credit facilities, interest expense would have been lower by approximately $46.9 million and $6.7 million for the year ended December 31, 2008 and the nine months ended September 30, 2009, respectively.

 

d)            Represents the estimated income tax effect of the pro forma adjustments.  The tax effect of the pro forma adjustments was calculated using the historical statutory rate in effect in Brazil of 34%.

 

e)             This adjustment reflects the elimination of the equity in earnings of Bunge’s equity method investment in Fosbrasil SA, which is being sold to Vale as part of the Transaction.

 

f)               This adjustment reflects the elimination of the net income or loss attributable to the noncontrolling interest in Fosfertil.

 

g)            This adjustment reflects the elimination of assets and liabilities attributable to the disposed assets.

 

h)            This adjustment reflects the elimination of the non-controlling interest in Fosfertil.

 

i)                This adjustment reflects the receipt of the Transaction proceeds of approximately $3.5 billion, net of transaction costs of $20 million and withholding tax of $265 million.  No adjustment has been made to the sale proceeds to give effect to the net debt-based post-closing adjustment under the terms of the Agreement.

 

j)                This adjustment gives effect to the tax impact of the Transaction.  The tax on the gain generated from the Transaction was partially offset by existing deferred tax assets relating to net operating losses. The remaining tax on the gain was offset by recoverable taxes. The adjustment also gives effect to the elimination of the deferred tax assets and deferred tax liabilities related to the assets and liabilities attributable to the disposed assets.

 

5



 

k)             This adjustment reflects the estimated gain of $1.9 billion arising from the Transaction, net of taxes of $564 million, which will be recognized by Bunge upon closing.  This estimated gain has not been reflected in the pro forma consolidated statements of income as it is nonrecurring in nature. The gain includes the estimated currency translation adjustment of $35 million related to the disposed investments that will be recognized in the consolidated statements of income upon the closing of the Transaction.

 

6