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the foregoing matters, management believes that the ultimate resolution of such matters will not have a material adverse effect on Bunge’s financial condition, results of operations or liquidity. Included in other non-current liabilities at December 31, 2004 and 2003 are the following accrued liabilities: 

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tax claims The tax claims relate principally to claims against Bunge’s Brazilian subsidiaries, including income tax claims, value added tax claims (ICMS and IPI) and sales tax claims (PIS and COFINS). The determination of the manner in which various Brazilian federal, state and municipal taxes apply to the operations of Bunge is subject to varying interpretations arising from the complex nature of Brazilian tax law. 

labor claims The labor claims relate principally to claims against Bunge’s Brazilian subsidiaries. Court rulings under Brazilian labor laws have historically been in favor of the employee-plaintiff. The labor claims primarily relate to dismissals, severance, health and safety, salary adjustments and supplementary retirement benefits. 

civil and other The civil and other claims relate to various disputes with suppliers and customers. 

oleina holding arbitration Bunge is involved in arbitration proceedings at the ICC International Court of Arbitration with Cereol’s former joint venture partner over the final purchase price of Oleina Holding S.A. and related issues. Cereol purchased the 49% of Oleina it did not already own from its joint venture partner for $27 million in February 2002, the final purchase price to be determined by arbitration. 

In July 2004, the arbitration tribunal determined the purchase price to be approximately $108 million. Bunge filed a recourse for annulment of the arbitral award issued in July 2004 with the Federal Court of Lausanne, Switzerland. In January 2005, the recourse for annulment of the arbitral award was denied by the federal court. Proceedings for enforcement of the arbitral award are currently pending in the Court of Appeal of the Hague in 

The Netherlands. Bunge is entitled to be indemnified by Edison S.p.A., from whom it purchased Cereol, for any portion of the final purchase price that exceeds $39 million. As of December 31, 2004, Bunge has recorded an obligation of $81 million to Cereol’s former joint venture partner and a receivable in the amount of $74 million from Edison relating to its indemnity. Edison has informed Bunge that it is currently evaluating whether the condi- tions precedent to this indemnification have been satisfied. Bunge has assessed the collectibility of this receivable under the terms of its agreement with Edison and believes this amount is fully collectible under the agreement. 

settlement of ducros arbitration In April 2003, Cereol and Cereol Holding France entered into a settlement agreement with McCormick & Company, Incorporated, McCormick France SAS and Ducros S.A. relating to a claim for € 155 million brought by McCormick over the purchase price of Ducros, which was sold to McCormick in August 2000. Under the settlement agreement, Bunge paid McCormick $57 million, which was included in the opening balance sheet of the acquired Cereol business. In con- nection with the settlement, Bunge paid an additional purchase price to Edison S.p.A. and Cereol’s former public shareholders of approximately $42 million in the aggregate. 

antitrust approval of manah acquisition In April 2000, Bunge acquired Manah S.A., a Brazilian fertilizer company that had an indirect participation in Fosfertil S.A. Fosfertil is the main Brazilian producer of phosphate used to produce NPK fertilizers. This acquisition was approved by the Brazilian antitrust commis- sion in February 2004. The approval was conditioned on the formalization of an operational agreement between Bunge and the antitrust commission relating to the maintenance of existing competitive conditions in the fertilizer market. Although the terms of the operational agreement have not been finalized, Bunge does not expect them to have a material adverse impact on its business or financial results. 

