FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
May 14, 2003
Commission File Number 001-16625
BUNGE LIMITED
(Translation of registrant's name into English)
50 Main Street
White Plains, New York 10606
(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):__________
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):__________
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 with Rule 12g3-2(b): 82-
This report on Form 6-K shall be incorporated by reference into the Registration
Statement on Form F-3 (Registration No. 333-104974), as amended, and the
Registration Statement on Form F-4 (Registration No. 333-104975), as amended,
filed by Bunge Limited Finance Corp. and Bunge Limited under the Securities Act
of 1933, as amended, and the Registration Statements on Form S-8 (Registration
Nos. 333-66594, 333-75762 and 333-76938) filed by Bunge Limited under the
Securities Act of 1933, to the extent not superseded by documents or reports
subsequently filed under the Securities Act of 1933 or the Securities Exchange
Act of 1934, as amended.
BUNGE LIMITED
INDEX TO FORM 6-K
Page
----
FINANCIAL STATEMENTS 2
Consolidated Balance Sheets at March 31, 2003 and December 31, 2002 2
Consolidated Interim Statements of Income for the Three Months Ended
March 31, 2003 and 2002 3
Consolidated Interim Statements of Cash Flows for the Three Months Ended
March 31, 2003 and 2002 4
Notes to Consolidated Interim Financial Statements 5
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 16
Disclosure Regarding Forward-Looking Information 16
Results of Operations 16
Liquidity and Capital Resources 20
Recent Developments 21
Dividends 22
Critical Accounting Policies 22
Recent Accounting Pronouncements 22
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 22
OTHER INFORMATION 24
1
FINANCIAL STATEMENTS
BUNGE LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNITED STATES DOLLARS IN MILLIONS, EXCEPT SHARE DATA)
MARCH 31, DECEMBER 31,
2003 2002
------------ ------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents ................................................. $ 396 $ 470
Trade accounts receivable (less allowance of $87 and $80) ................. 1,270 1,168
Inventories (Note 3) ...................................................... 2,401 2,407
Recoverable taxes ......................................................... 46 79
Deferred income taxes ..................................................... 72 87
Other current assets (Note 5) ............................................. 1,906 1,238
------------ ------------
Total current assets ........................................................... 6,091 5,449
------------ ------------
Property, plant and equipment, net ............................................. 1,750 2,056
Goodwill (Note 4) .............................................................. 150 239
Deferred income taxes .......................................................... 268 256
Other non-current assets ....................................................... 303 349
------------ ------------
TOTAL ASSETS ................................................................... $ 8,562 $ 8,349
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt ............................................................. $ 1,178 $ 1,250
Current portion of long-term debt ........................................... 305 249
Trade accounts payable ...................................................... 1,226 1,271
Other current liabilities (Note 6) .......................................... 1,238 1,024
------------ ------------
Total current liabilities ...................................................... 3,947 3,794
------------ ------------
Long-term debt ................................................................. 1,911 1,904
Deferred income taxes .......................................................... 219 253
Other non-current liabilities .................................................. 368 431
Commitments and contingencies (Note 8)
Minority interest in subsidiaries .............................................. 509 495
Shareholders' equity:
Common shares, par value $.01; authorized - 240,000,000 shares; issued and
outstanding: 2003 - 99,609,117 shares, 2002 - 99,332,233 shares (Note 11) 1 1
Additional paid-in capital .................................................. 2,006 1,999
Receivable from former shareholder (Note 7) ................................. (55) (55)
Retained earnings ........................................................... 683 653
Accumulated other comprehensive loss ........................................ (1,027) (1,126)
------------ ------------
Total shareholders' equity ..................................................... 1,608 1,472
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ..................................... $ 8,562 $ 8,349
============ ============
The accompanying notes are an integral part of these consolidated interim
financial statements.
2
BUNGE LIMITED AND SUBSIDIARIES
CONSOLIDATED INTERIM STATEMENTS OF INCOME
(UNITED STATES DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED
MARCH 31,
------------------------
2003 2002
---------- ----------
(UNAUDITED)
Net sales ...................................................................... $ 4,884 $ 2,684
Cost of goods sold ............................................................. 4,616 2,500
---------- ----------
GROSS PROFIT ................................................................... 268 184
Selling, general and administrative expenses ................................... 150 116
---------- ----------
INCOME FROM OPERATIONS ......................................................... 118 68
Non-operating income (expense) - net (Note 9) .................................. (21) (9)
---------- ----------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX AND MINORITY INTEREST ...... 97 59
Income tax expense (Note 12) ................................................... (37) (3)
---------- ----------
INCOME FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST ..................... 60 56
Minority interest .............................................................. (20) (20)
---------- ----------
INCOME FROM CONTINUING OPERATIONS BEFORE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLES .................................................................. 40 36
Cumulative effect of change in accounting principles, net of tax
of $6 (2002) ................................................................ - (23)
---------- ----------
NET INCOME ..................................................................... $ 40 $ 13
========== ==========
EARNINGS PER COMMON SHARE (NOTE 13):
BASIC
Income from continuing operations before cumulative effect of change in
accounting principles ....................................................... $ .40 $ .42
Cumulative effect of change in accounting principles ........................... - (.27)
---------- ----------
Net income per share ........................................................... $ .40 $ .15
========== ==========
EARNINGS PER COMMON SHARE (NOTE 13):
DILUTED
Income from continuing operations before cumulative effect of change in
accounting principles ....................................................... $ .40 $ .42
Cumulative effect of change in accounting principles ........................... - (.27)
---------- ----------
Net income per share ........................................................... $ .40 $ .15
========== ==========
The accompanying notes are an integral part of these consolidated interim
financial statements.
3
BUNGE LIMITED AND SUBSIDIARIES
CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(UNITED STATES DOLLARS IN MILLIONS)
THREE MONTHS ENDED
MARCH 31,
------------------------
2003 2002
---------- ----------
(UNAUDITED)
OPERATING ACTIVITIES
Net income ..................................................................... $ 40 $ 13
Adjustments to reconcile net income to cash (used for) provided
by operating activities:
Unrealized foreign exchange (gains) losses ................................ (48) 27
Bad debt expense .......................................................... 3 10
Depreciation, depletion and amortization .................................. 49 43
Cumulative effect of change in accounting principles ...................... - 23
Deferred income taxes ..................................................... (28) (13)
Minority interest ......................................................... 20 20
Other - net .............................................................. 9 3
Changes in operating assets and liabilities, excluding the effects of
acquisitions:
Trade accounts receivable .............................................. (91) 24
Inventories ............................................................ (46) (102)
Recoverable taxes ...................................................... 1 (52)
Trade accounts payable ................................................. (59) 13
Other - net ............................................................ 147 17
---------- ----------
Cash (used for) provided by operating activities .................... (3) 26
INVESTING ACTIVITIES
Payments made for capital expenditures ......................................... (53) (38)
Business acquisitions, net of cash acquired .................................... (5) (99)
Proceeds from disposal of property, plant and equipment ........................ 9 2
Proceeds from sale of investments .............................................. - 12
---------- ----------
Cash used for investing activities .................................. (49) (123)
FINANCING ACTIVITIES
Net change in short-term debt .................................................. (51) (34)
Proceeds from long-term debt ................................................... 99 75
Repayment of long-term debt .................................................... (53) (160)
Proceeds from sale of common shares ............................................ 6 292
Dividends paid to shareholders ................................................. (10) (8)
Dividends paid to minority interest ............................................ (31) (10)
---------- ----------
Cash (used for) provided by financing activities .................... (40) 155
Effect of exchange rate changes on cash and cash equivalents ................... 18 (23)
---------- ----------
Net (decrease) increase in cash and cash equivalents ........................... (74) 35
Cash and cash equivalents, beginning of period ................................. 470 199
---------- ----------
Cash and cash equivalents, end of period ....................................... $ 396 $ 234
========== ==========
The accompanying notes are an integral part of these consolidated interim
financial statements.
4
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated interim financial statements
of Bunge Limited and subsidiaries (Bunge) have been prepared in accordance
with United States of America generally accepted accounting principles
(U.S. GAAP) for interim financial information and with reference to the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by U.S.
GAAP for complete financial statements. In the opinion of management, all
adjustments necessary for a fair presentation have been included. The
consolidated balance sheet at December 31, 2002 has been derived from
Bunge's audited financial statements at that date. Operating results for
the three months ended March 31, 2003 are not necessarily indicative of the
results to be expected for the year ending December 31, 2003. The financial
statements should be read in conjunction with the audited consolidated
financial statements and notes thereto for the year ended December 31, 2002
included in Bunge's 2002 Annual Report on Form 20-F filed with the
Securities and Exchange Commission.
2. NEW ACCOUNTING STANDARDS
In April 2003, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards SFAS No. 149 (SFAS No. 149),
AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. SFAS No. 149 amends and clarifies accounting for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities under SFAS No. 133. SFAS No. 149 is
applied prospectively and is effective for contracts entered into or
modified after June 30, 2003, except for SFAS No. 133 implementation issues
that have been effective for fiscal quarters that began prior to June 15,
2003, and certain provisions relating to forward purchases or sales of
when-issued securities or other securities that do not yet exist. Bunge is
evaluating the effect, if any, that SFAS No. 149 will have on its
consolidated financial statements.
In January 2003, the FASB issued FASB Interpretation No. 46,
CONSOLIDATION OF VARIABLE INTEREST ENTITIES (FIN 46), an interpretation of
Accounting Research Bulletin No. 51, CONSOLIDATED FINANCIAL STATEMENTS (ARB
51). FIN 46 addresses consolidation by business enterprises of variable
interest entities, which are entities that are subject to consolidation
according to the provisions of FIN 46. For interests acquired on or after
February 1, 2003, FIN 46 applies immediately. For existing interests as of
January 31, 2003, FIN 46 is effective on July 1, 2003. Bunge does not
believe the adoption of FIN 46 will impact the accounting for its accounts
receivable securitizations.
3. INVENTORIES
Inventories consist of the following:
MARCH 31, DECEMBER 31,
(US$ IN MILLIONS) 2003 2002
----------------- ----------- ------------
(UNAUDITED)
Agribusiness - Readily marketable inventories at market value.............. $ 1,632 $ 1,517
Fertilizer................................................................. 274 214
Edible oils................................................................ 218 346
Milling and baking......................................................... 76 63
Other...................................................................... 201 267
----------- ------------
Total...................................................................... $ 2,401 $ 2,407
=========== ============
READILY MARKETABLE INVENTORIES AT MARKET VALUE - Readily marketable
inventories are agricultural commodities inventories that are readily
convertible to cash because of their commodity characteristics, widely
available markets and international pricing mechanisms.
5
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
4. BUSINESS COMBINATIONS
ACQUISITION OF CEREOL S.A.--In the fourth quarter of 2002, Bunge
acquired 97.38% of the outstanding shares of Cereol S.A. for $743 million
in cash (net of cash acquired of $90 million). Cereol is engaged in the
processing of oilseeds and the production of edible oils and soy
ingredients in Europe and North America. Cereol's results of operations
have been included in the consolidated financial statements of Bunge since
October 1, 2002. Bunge financed the Cereol acquisition with available cash
and borrowings.
The cost to acquire Cereol has been preliminarily allocated to the
assets acquired and liabilities assumed, according to estimated fair
values. This allocation is subject to adjustment as Bunge is in the process
of obtaining third party valuations of property, plant and equipment,
intangible assets and investments as well as completing the integration of
the acquisition. The acquisition is being accounted for using the purchase
method under SFAS No. 141, BUSINESS COMBINATIONS. At March 31, 2003, Bunge
assigned $89 million of the unallocated purchase price, which was recorded
as goodwill at December 31, 2002 to the Lesieur and the ingredients assets
held for sale.
The following table summarizes the available data as of March 31,
2003 of the estimated fair value of the assets acquired and liabilities
assumed at the date of acquisition.
(US$ IN MILLIONS)
-----------------
CALCULATION OF PURCHASE PRICE:
Cash paid............................................................. $ 833
Current liabilities assumed........................................... 895
Other non-current liabilities assumed................................. 543
Additional consideration.............................................. 37
-----------
Total................................................................. $ 2,308
===========
ALLOCATION OF PURCHASE PRICE:
Current assets........................................................ $ 1,677
Property, plant and equipment......................................... 317
Other non-current assets.............................................. 366
Minority interest..................................................... (52)
-----------
Total................................................................. $ 2,308
===========
SAIPOL JOINT VENTURE - In November 2002, Bunge announced its
agreement to sell Lesieur, a French producer of branded bottled vegetable
oils, to Saipol, an oilseed processing joint venture between Cereol and
Sofiproteol. Bunge anticipates that the transaction will close in the third
quarter of 2003, and Bunge expects to receive net proceeds of approximately
EURO 181 million from the sale at closing. Bunge has recorded the assets
and liabilities of Lesieur in the amounts of $417 million and $251 million,
respectively, as an investment held for sale at March 31, 2003, and $367
million and $207 million, respectively, at December 31, 2002. These assets
and liabilities are included in other current assets and other current
liabilities in Bunge's consolidated balance sheets at March 31, 2003 and
December 31, 2002. Bunge does not anticipate realizing any gain or loss on
this transaction.
DUPONT ALLIANCE - In January 2003, Bunge announced its agreement to
form an alliance with E.I. duPont de Nemours and Company ("DuPont") to
expand its agribusiness and soy ingredients businesses. The alliance will
initially consist of three components: a joint venture, called Solae
L.L.C., for the production and distribution of specialty food ingredients,
such as soy protein products and lecithins; a biotechnology agreement to
jointly develop and commercialize soybeans with improved quality traits;
and an alliance to develop a broader offering of services and products to
farmers.
Bunge has recorded the assets and liabilities of its ingredients
operations to be sold to the joint venture, in the amounts of $585 million
and $35 million, respectively, as an investment held for sale. These assets
and liabilities are included in other current assets and other current
liabilities in Bunge's consolidated balance sheet at March 31, 2003.
6
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
5. OTHER CURRENT ASSETS
Other current assets consist of the following:
MARCH 31, DECEMBER 31,
(US$ IN MILLIONS) 2003 2002
----------------- ----------- ------------
(UNAUDITED)
Prepaid commodity purchase contracts .................................... $ 19 $ 173
Secured advances to suppliers ........................................... 211 205
Unrealized gain on derivative contracts ................................. 192 162
Assets of investment held for sale - Lesieur (Note 4) ................... 417 367
Assets of investment held for sale - soy ingredients (Note 4) ........... 585 -
Marketable securities ................................................... 13 12
Other ................................................................... 469 319
----------- ------------
Total ................................................................... $ 1,906 $ 1,238
=========== ============
6. OTHER CURRENT LIABILITIES
Other current liabilities consist of the following:
MARCH 31, DECEMBER 31,
(US$ IN MILLIONS) 2003 2002
----------------- ----------- ------------
(UNAUDITED)
Accrued liabilities ..................................................... $ 501 $ 456
Unrealized loss on derivative contracts ................................. 170 138
Advances on sales ....................................................... 127 89
Liabilities of investment held for sale - Lesieur (Note 4) .............. 251 207
Liabilities of investment held for sale - soy ingredients (Note 4) ...... 35 -
Other ................................................................... 154 134
----------- ------------
Total ................................................................... $ 1,238 $ 1,024
=========== ============
7. RELATED PARTY TRANSACTIONS
Shareholders' equity includes a long-term note receivable in the
amount of $55 million at March 31, 2003 and December 31, 2002 from the
former sole shareholder of Bunge, Mutual Investment Limited, relating to a
capital contribution made in 2000. Bunge recorded interest income of $1
million for both the three months ended March 31, 2003 and 2002, pertaining
to the receivable.
Bunge sells soybean meal and fertilizer products to Seara Alimentos
S.A., a subsidiary of Mutual Investment engaged in the business of meat and
poultry production. These sales were $2 million and $1 million for the
three months ended March 31, 2003 and 2002, respectively.
7
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
8. COMMITMENTS AND CONTINGENCIES
Bunge is party to a number of claims and lawsuits, primarily tax and
labor claims, arising out of the normal course of business. After taking
into account liabilities recorded for all of the foregoing matters,
management believes that the ultimate resolution of such matters will not
have a material adverse effect on Bunge's financial condition, results of
operations or liquidity. Included in other non-current liabilities as of
March 31, 2003 and December 31, 2002 are the following accrued liabilities:
MARCH 31, DECEMBER 31,
(US$ IN MILLIONS) 2003 2002
----------------- ----------- ------------
(UNAUDITED)
Tax claims .......................................................... $ 85 $ 77
Labor claims ........................................................ 59 54
Civil and other ..................................................... 27 83
----------- ------------
Total ............................................................... $ 171 $ 214
=========== ============
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 Bunge's operations is subject to varying
interpretations arising from the complex nature of Brazilian tax law as
well as changes in tax laws introduced by the PLANO REAL in 1994 and the
1988 Brazilian constitution.
LABOR CLAIMS - The labor claims relate principally to labor claims
against Bunge's Brazilian subsidiaries. Court rulings under Brazilian 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. As a result of the April 2003
settlement of the Ducros dispute (see note 17 of notes to the consolidated
interim financial statements) Bunge has reclassified the liability
relating to Ducros from other non-current liabilities to other current
liabilities in its consolidated balance sheet at March 31, 2003.
GUARANTEES - Bunge has issued or was a party to the following
guarantees at March 31, 2003:
(US$ IN MILLIONS) MAXIMUM POTENTIAL
----------------- FUTURE PAYMENTS
-----------------
Operating lease residual values.............................. $ 70
Unconsolidated affiliates financing.......................... 20
Customer financing........................................... 20
-----------
Total........................................................ $ 110
===========
Bunge has entered into synthetic lease agreements for barges and
railcars originally owned by Bunge and subsequently sold to third parties.
The leases are classified as operating leases in accordance with Statement
of Financial Accounting Standards No. 13, ACCOUNTING FOR LEASES. Any gains
on the sales have been deferred and are being recognized ratably over the
related lease terms. Bunge has the option under each lease to purchase the
barges or railcars at fixed amounts based on estimated fair values or to
sell the assets. If Bunge elects to sell, it will receive proceeds up to
fixed amounts specified in the agreements. If the proceeds of such sales
are less than the specified fixed amounts, Bunge would be obligated under a
guarantee to pay supplemental rent for the deficiency in proceeds. The
operating leases expire through 2007. There are no recourse provisions or
collateral that would
8
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
8. COMMITMENTS AND CONTINGENCIES (CONTINUED)
enable Bunge to recover any amounts paid under this guarantee. Bunge has
not recorded any liability related to this guarantee at March 31, 2003.
Bunge has issued a guarantee to a financial institution related to
debt of its joint ventures in Argentina, its unconsolidated affiliates. The
term of the guarantee is equal to the term of the related financing, which
matures in seven years. There are no recourse provisions or collateral that
would enable Bunge to recover any amounts paid under this guarantee. Bunge
has recorded a liability of $3 million related to this guarantee at March
31, 2003.
Bunge has issued guarantees to a financial institution in Brazil
related to amounts owed the institution by certain of its customers. The
terms of the guarantees are equal to the terms of the related financing
arrangements, which can be as short as 120 days or as long as 360 days.
There are no recourse provisions or collateral that would enable Bunge to
recover any amounts paid under these guarantees. Bunge has not recorded any
liability related to these guarantees at March 31, 2003.
In addition to the above guarantees, Bunge has provided parent level
guarantees of the indebtedness outstanding under certain senior credit
facilities and senior notes, which were entered into by its wholly-owned
subsidiaries. Bunge and one of its subsidiaries have also provided a
guarantee of the indebtedness outstanding under a EURO 600 million bank
facility, which was entered into by its subsidiary Cereol.
9. NON-OPERATING INCOME (EXPENSE) - NET
Non-operating income (expense) - net consists of income and (expense)
items as follows:
THREE MONTHS ENDED
MARCH 31,
------------------------
(US$ IN MILLIONS) 2003 2002
----------------- ---------- ----------
(UNAUDITED)
Interest income ..................................................... $ 31 $ 33
Interest expense .................................................... (56) (38)
Interest expense on debt financing readily marketable inventories.... (4) (4)
Foreign exchange .................................................... 7 (5)
Other income ........................................................ 1 5
---------- ----------
Total non-operating income (expense) - net .......................... $ (21) $ (9)
========== ==========
INTEREST EXPENSE ON DEBT FINANCING READILY MARKETABLE INVENTORIES -
Readily marketable inventories are agricultural commodities inventories
that are readily convertible to cash because of their commodity
characteristics, widely available markets and international pricing
mechanisms. Bunge attributes interest expense to these inventories based on
the average interest rates on the debt used to finance these inventories.
9
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
10. COMPREHENSIVE INCOME (LOSS)
The following table summarizes the components of comprehensive income
(loss):
THREE MONTHS ENDED
MARCH 31,
------------------------
(US$ IN MILLIONS) 2003 2002
----------------- ---------- ----------
(UNAUDITED)
Net income .......................................................... $ 40 $ 13
Other comprehensive income (loss):
Foreign exchange translation adjustment, net of tax of
$8 (2003) ....................................................... 104 (71)
Unrealized gains (losses) on commodity futures designated
as cash flow hedges, net of tax of $1 (2003), $0 (2002) ......... (2) -
Reclassification of unrealized net gains to income, net of
tax of $2 (2003), $1 (2002) ..................................... (3) (2)
---------- ----------
Total comprehensive income (loss) ................................... $ 139 $ (60)
========== ==========
11. STOCK-BASED COMPENSATION
Bunge has an employee equity incentive plan and a non-employee
directors' equity incentive plan. Awards under the employee equity
incentive plan may be in the form of stock options, restricted stock or
other awards. The non-employee directors' equity incentive plan provides
for awards of stock options to Bunge's non-employee directors. Bunge has
granted stock options, performance based restricted stock awards and
regular restricted stock awards under its employee equity incentive plan
and stock options under its non-employee directors' plan. During the
quarter ended March 31, 2003, Bunge issued 168,432 shares underlying
performance-based restricted share grants, and 136,443 shares upon the
exercise of stock options.
In accordance with the provisions of SFAS No. 123, ACCOUNTING FOR
STOCK-BASED COMPENSATION (SFAS No. 123), Bunge has elected to continue to
account for stock-based compensation using the intrinsic value method under
Accounting Principles Board (APB) Opinion No. 25, ACCOUNTING FOR STOCK
ISSUED TO EMPLOYEES (APB 25) and FASB Interpretation No. 28, ACCOUNTING FOR
STOCK APPRECIATION RIGHTS AND OTHER VARIABLE STOCK OPTION OR AWARD PLANS
(FIN 28).
In accordance with APB 25, Bunge accrues costs for its restricted
stock awards granted over the vesting or performance period and adjusts
costs related to its performance-based restricted stock for subsequent
changes in the fair market value of the awards. These compensation costs
are recognized in the consolidated statements of income. There is no
compensation cost recorded for stock options granted under either plan,
since the exercise price is equal to the market value of the underlying
common shares on the date of grant. In accordance with SFAS No. 123, Bunge
discloses the pro forma effect of accounting for stock-based awards under
the fair value method. The following table sets forth pro forma information
as if Bunge had applied the fair value recognition provisions of SFAS No.
123 to stock options granted to determine its stock-based compensation
cost.
10
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
11. STOCK-BASED COMPENSATION (CONTINUED)
THREE MONTHS ENDED
MARCH 31,
------------------------
(US$ IN MILLIONS, EXCEPT PER SHARE DATA) 2003 2002
---------------------------------------- ---------- ---------
Net income, as reported ..................................................... $ 40 $ 13
Deduct: Total stock-based employee compensation
expense determined under fair value based method for
stock awards granted, net of related tax effects
(2) (1)
---------- ---------
Pro forma net income ..................................................... $ 38 $ 12
========== =========
Earnings per common share:
Basic - as reported ...................................................... $ .40 $ .15
========== =========
Basic - pro forma ........................................................ $ .38 $ .14
========== =========
Diluted - as reported .................................................... $ .40 $ .15
========== =========
Diluted - pro forma ...................................................... $ .38 $ .14
========== =========
12. INCOME TAXES
Bunge's annual effective tax rate is affected by the REAL
appreciation as its Brazilian subsidiaries are likely to incur tax
liabilities on foreign exchange gains generated locally should the REAL
close at 2003 year-end at current spot values. In the three months ended
March 31, 2003, the appreciation of the Brazilian REAL increased Bunge's
annual effective tax rate and related income tax expense.
During the three months ended March 31, 2002, Bunge recorded a $12
million tax benefit and a related $6 million in interest income relating to
the refund of prior years' U.S. Foreign Sales Corporation benefits
resulting from the completion of a tax examination for the years up to and
including 1998. Also during this time, Bunge decreased its deferred tax
valuation allowance by $6 million resulting from changes in the realization
of certain net operating loss carry-forwards generated at one of its
European subsidiaries. As a result of these tax benefits, Bunge's effective
tax rate for the three months ended March 31, 2002 was reduced from its
annual effective tax rate.
13 EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income by the
weighted average number of common shares outstanding, excluding any
dilutive effects of stock options and restricted stock awards during the
reporting period. Diluted earnings per share is computed similar to basic
earnings per share, except that the weighted average number of common
shares outstanding is increased to include additional shares from the
assumed exercise of stock options and restricted stock awards, if dilutive.
The number of additional shares is calculated by assuming that outstanding
stock options were exercised and that the proceeds from such exercises were
used to acquire common shares at the average market price during the
reporting period. The following table sets forth the computation of basic
and diluted earnings per share for the three months ended March 31, 2003
and 2002.
11
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
13. EARNINGS PER SHARE (CONTINUED)
THREE MONTHS ENDED
MARCH 31,
---------------------------
(US$ IN MILLIONS, EXCEPT PER SHARE DATA) 2003 2002
---------------------------------------- ------------- ------------
(UNAUDITED)
Income from continuing operations before cumulative effect of
change in accounting principles - basic and
diluted ....................................................... $ 40 $ 36
============= ============
Weighted average number of common shares outstanding:
Basic ......................................................... 99,585,790 85,580,221
Effect of dilutive shares ..................................... 916,340 690,458
------------- ------------
Diluted ....................................................... 100,502,130 86,270,679
============= ============
Income from continuing operations before cumulative effect of
change in accounting principles per share:
Basic ......................................................... $ .40 $ .42
============= ============
Diluted ....................................................... $ .40 $ .42
============= ============
In March 2002, Bunge sold 16,093,633 common shares in a public
offering. Net proceeds from this offering were $292 million.
14. ARGENTINA
The functional currency of Bunge's Argentine subsidiaries is the
PESO. In the first quarter of 2003, the PESO appreciated relative to the
U.S. dollar by 13%. Bunge's Argentine subsidiaries' assets and liabilities
are translated into U.S. dollars from local currency at month-end exchange
rates, and the resulting foreign exchange translation adjustments are
recorded in the consolidated balance sheets as a component of accumulated
other comprehensive income (loss). Included in other comprehensive income
(loss) for the three months ended March 31, 2003 and 2002 were foreign
exchange translation gains of $20 million and losses of $60 million,
respectively, representing the effect of the translation of Bunge's
Argentine assets and liabilities (see Note 10 of notes to the consolidated
interim financial statements).
On March 4, 2002, the Argentine government announced the imposition
of export tariffs, including a 10% increase to the existing 3.5% export
tariff on soybeans and a new 5% export tariff on processed agricultural
products and industrial goods, including soy meal and oil. On April 9,
2002, the Argentine government increased these tariffs an additional 10% on
soybeans and an additional 15% on processed agricultural products and
industrial goods. As a result of these increases, the export tariffs are
23.5% on soybeans and 20% on soybean meal and oil, wheat and corn. The
current tariffs are shared between the growers and the exporters on a
transaction-by-transaction basis, which affects the cost of raw materials.
Bunge has accounted for these export tariffs in cost of goods sold in its
consolidated statements of income in the three months ended March 31, 2003
and 2002.
12
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
14. ARGENTINA (CONTINUED)
In addition, in the three months ended March 31, 2003 and 2002, Bunge
recorded a $11 million and a $9 million provision, respectively, against
recoverable taxes related to payments owed by the Argentine government. At
March 31, 2003 and 2002, the allowance for uncollectible recoverable taxes
was $75 million and $29 million, respectively. Bunge did not record any
deferred tax benefits on these provisions.
15. BRAZIL
The functional currency of Bunge's Brazilian subsidiaries is the
REAL. In the first quarter of 2003, the REAL appreciated relative to the
U.S. dollar by 5%. Bunge's Brazilian subsidiaries' assets and liabilities
are translated into U.S. dollars from local currency at month-end exchange
rates, and the resulting foreign exchange translation adjustments are
recorded in the consolidated balance sheets as a component of accumulated
other comprehensive income (loss). Accordingly, included in other
comprehensive income (loss) for the three months ended March 31, 2003 and
2002, were foreign exchange translation gains of $46 million and losses of
$11 million, respectively, representing the effect of the translation of
Bunge's Brazilian assets and liabilities (see Note 10 of notes to the
consolidated interim financial statements).
16. SEGMENT INFORMATION
Bunge has five reporting segments, which are organized based on
similar economic characteristics and are similar in nature of products and
services offered, the nature of production processes, the type and class of
customer and distribution methods. The agribusiness segment is
characterized by both inputs and outputs being agricultural commodities and
thus high volume and low margin. The activities of the fertilizer segment
include raw material mining, mixing fertilizer components and marketing
products. The edible oil products segment involves the manufacturing and
marketing of products derived from vegetable oils. The milling and baking
products segment involves the manufacturing and marketing of products
derived primarily from wheat and corn. The other segment consists of the
soy ingredients business.
The "Unallocated" column in the following table contains the
reconciliation between the totals for reportable segments and Bunge
consolidated totals, which consists primarily of corporate items not
allocated to the operating segments and intersegment eliminations.
Transfers between the segments are generally valued at market. The revenues
generated from these transfers are shown in the following table as
"Intersegment revenues."
13
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
16. SEGMENT INFORMATION (CONTINUED)
OPERATING SEGMENT INFORMATION
MILLING AND
EDIBLE OIL BAKING
(US$ IN MILLIONS) AGRIBUSINESS FERTILIZER PRODUCTS(1) PRODUCTS(1)(2) OTHER UNALLOCATED TOTAL
----------------- ------------ ------------ ------------ --------------- ----- ----------- --------
(UNAUDITED)
THREE MONTHS ENDED MARCH, 2003
Net sales to external customers $ 3,802 $ 286 $ 536 $ 214 $ 46 $ -- $ 4,884
Intersegment revenues .......... 153 -- 26 -- -- (179) --
Gross profit ................... 109 60 64 18 17 -- 268
Income from operations ......... 45 42 27 3 10 (9) 118
Depreciation, depletion and
amortization ................... $ 27 $ 12 $ 6 $ 4 $ -- $ -- $ 49
THREE MONTHS ENDED MARCH, 2002
Net sales to external customers $ 1,989 $ 257 $ 222 $ 196 $ 20 $ -- $ 2,684
Intersegment revenues .......... 85 -- -- -- -- (85) --
Gross profit ................... 77 54 25 22 6 -- 184
Income from operations ......... 31 29 6 6 3 (7) 68
Depreciation, depletion and
amortization ................... $ 14 $ 18 $ 5 $ 5 $ 1 $ -- $ 43
----------
(1) In the third quarter of 2002, Bunge reclassified certain consumer
product lines from the edible oil products segment to the milling and
baking products segment. As result, amounts for the three months
March 31, 2002 have been reclassified to conform to the three months
ended March 31, 2003 presentation.
(2) In the first quarter of 2003, Bunge changed the name of its "wheat
milling and bakery products" segment to "milling and baking products"
in connection with the reclassification of its corn milling products
business line from the "other" segment to the "milling and baking
products" segment. As a result of this change, the "other" segment
consists solely of Bunge's soy ingredients business for the three
months ended March 31, 2003. In April 2002, Bunge contributed its
North American and European ingredients operations to Solae, its
joint venture with DuPont. With the completion of the sale of
Bunge's Brazilian ingredients operations to Solae, which occurred
in May 2003, (see Note 17 of notes to the consolidated interim
financial statements), Bunge has four reporting segments -
agribusiness, fertilizer, edible oil products and milling and
baking products. Amounts for the three months ended March 31, 2002
presented herein have been reclassified to reflect this change;
however, Bunge's consolidated financial statements for the year ended
December 31, 2002 and all prior reported periods do not reflect this
change.
17. SUBSEQUENT EVENTS
ALLIANCE WITH DUPONT - On April 1, 2003, Bunge and DuPont signed
definitive agreements and formed Solae, a soy ingredients joint venture,
with DuPont contributing its Protein Technologies food ingredients business
and Bunge contributing its North American and European ingredients
operations. In exchange, Bunge received a 28% interest in Solae. Bunge will
account for this investment under the equity method.
On May 2, 2003, Bunge sold its Brazilian soy ingredients operations
to Solae for $256 million in cash. Solae will fund the payment with
available borrowings. Consequently, Bunge expects to recognize a gain on
sale, net of tax, of approximately $111 million in the second quarter of
2003.
14
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
17. SUBSEQUENT EVENTS (CONTINUED)
PURCHASE OF CEREOL'S MINORITY INTEREST - On April 9, 2003, Bunge
completed its squeeze-out of Cereol's remaining publicly traded shares on
the Euronext market for approximately $23 million in cash. As a result,
Bunge owns 100% of Cereol's capital and voting rights. The squeeze-out
followed a minority buy-out offer at a purchase price of EURO 32 per share.
Upon completion of the squeeze-out, Cereol's shares were delisted from the
Euronext market.
SETTLEMENT OF DUCROS ARBITRATION - On April 29, 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 EURO 155 million brought by McCormick over the purchase price of
Ducros, which was sold to McCormick in August 2000. Under the settlement
agreement, Cereol has paid McCormick EURO 49.6 million. This payment does
not reflect any potential tax benefits to be recognized by Bunge. In
connection with the settlement, Bunge will also pay an additional purchase
price to Edison S.p.A. and Cereol's former public shareholders of
approximately EURO 35 million in the aggregate.
15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This report contains both historical and forward-looking statements. All
statements, other than statements of historical fact are, or may be deemed to
be, forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These forward-looking statements are not based on
historical facts, but rather reflect our current expectations and projections
about our future results, performance, prospects and opportunities. We have
tried to identify these forward-looking statements by using words including
"may," "will," "expect," "anticipate," "believe," "intend," "estimate" and
"continue" and similar expressions. These forward-looking statements involve
known and unknown risks, uncertainties and other factors that could cause our
actual results, performance, prospects or opportunities to differ materially
from those expressed in, or implied by, these forward-looking statements. The
following important factors, among others, could affect our business and
financial performance: our ability to complete, integrate and benefit from
acquisitions, divestitures, joint ventures and alliances; estimated demand for
commodities and other products that we sell and use in our business; industry
conditions, including the cyclicality of the agribusiness industry; economic and
political conditions in the primary markets where we operate; and other
economic, business, competitive and/or regulatory factors affecting our business
generally. You should refer to "Item 3. Key information - Risk Factors" in our
annual report on Form 20-F for the year ended December 31, 2002 for a more
detailed discussion of these factors. The forward-looking statements included in
this release are made only as of the date of this release, and except as
otherwise required by federal securities law, we do not have any obligation to
publicly update or revise any forward-looking statements to reflect subsequent
events or circumstances.
RESULTS OF OPERATIONS
SEGMENTS CHANGES - We have changed the name of the wheat milling and
bakery products segment to milling and baking products in connection with the
reclassification of our corn milling products business line from the other
segment to the milling and baking products segment. As a result of this
change, our other segment reflects only our soy ingredients business lines
for the three months ended March 31, 2003. Accordingly, amounts for the three
months ended March 31, 2002 presented herein have been reclassified to
reflect this change; however, our consolidated financial statements for the
year ended December 31, 2002 and all prior reported periods do not reflect
this change. In April 2002, we contributed our North American and European
ingredients operations to Solae, our joint venture with DuPont. With the
completion of the sale of our Brazilian ingredients operations to Solae,
which occurred in May 2003, we now have four reporting segments -
agribusiness, fertilizer, edible oil products and milling and baking
products. In the third quarter of 2002, we also reclassified certain consumer
product lines from the edible oil products segment to the milling and baking
products segment. As a result, amounts for the three months ended March 31,
2002 have been reclassified to conform to the three months ended March 31,
2003 presentation.
Set forth below is a summary of certain items in our consolidated
statements of income and volumes by reportable segment.
THREE MONTHS ENDED
MARCH 31,
---------------------------------
2003 2002
------------- ------------
(US$ IN MILLIONS, EXCEPT VOLUMES)
NET SALES:
Agribusiness................................................................ $ 3,802 $ 1,989
Fertilizer.................................................................. 286 257
Edible oil products....................................................... 536 222
Milling and baking products............................................... 214 196
Other (soy ingredients)................................................... 46 20
------------- ------------
Food products total..................................................... 796 438
------------- ------------
Total............................................................. $ 4,884 $ 2,684
============= ============
16
THREE MONTHS ENDED
MARCH 31,
---------------------------------
2003 2002
------------- ------------
(US$ IN MILLIONS, EXCEPT VOLUMES)
COST OF GOODS SOLD:
Agribusiness................................................................ $ 3,693 $ 1,912
Fertilizer.................................................................. 226 203
Edible oil products....................................................... 472 197
Milling and baking products............................................... 196 174
Other (soy ingredients)................................................... 29 14
------------- ------------
Food products total..................................................... 697 385
------------- ------------
Total............................................................. $ 4,616 $ 2,500
============= ============
GROSS PROFIT:
Agribusiness................................................................ $ 109 $ 77
Fertilizer.................................................................. 60 54
Edible oil products....................................................... 64 25
Milling and baking products............................................... 18 22
Other (soy ingredients)................................................... 17 6
------------- ------------
Food products total..................................................... 99 53
------------- ------------
Total............................................................. $ 268 $ 184
============= ============
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Agribusiness................................................................ $ 64 $ 46
Fertilizer.................................................................. 18 25
Edible oil products....................................................... 37 19
Milling and baking products............................................... 15 16
Other (soy ingredients)................................................... 7 3
------------- ------------
Food products total..................................................... 59 38
------------- ------------
Unallocated................................................................. 9 7
------------- ------------
Total............................................................. $ 150 $ 116
============= ============
INCOME FROM OPERATIONS:
Agribusiness................................................................ $ 45 $ 31
Fertilizer.................................................................. 42 29
Edible oil products....................................................... 27 6
Milling and baking products............................................... 3 6
Other (soy ingredients)................................................... 10 3
------------- ------------
Food products total..................................................... 40 15
------------- ------------
Unallocated other........................................................... (9) (7)
------------- ------------
Total............................................................. $ 118 $ 68
============= ============
NET INCOME................................................................. $ 40 $ 13
============= ============
VOLUMES (IN THOUSANDS OF METRIC TONS):
Agribusiness................................................................ 19,101 11,545
Fertilizer.................................................................. 1,861 1,809
Edible oil products....................................................... 859 356
Milling and baking products............................................... 858 837
Other (soy ingredients)................................................... 132 28
------------- ------------
Food products total..................................................... 1,849 1,221
------------- ------------
Total............................................................. 22,811 14,575
============= ============
17
THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002
OVERVIEW
Our net sales increased 82% to $4,884 million in the first quarter of 2003
from $2,684 million in the first quarter of 2002 due to increases in net sales
in all segments. Agribusiness volumes increased 65%, fertilizer volumes
increased 3% and food products volumes increased 51% due to organic growth in
our business and the October 2002 acquisition of Cereol. Our cost of goods sold
increased 85% slightly more than the increase in net sales.
Our gross profit increased 46% due to increases in gross profit in all of
our segments. Our selling, general and administrative expenses (SG&A) increased
29% primarily due to our acquisition of Cereol. Our income from operations
increased 74% in the first quarter of 2003 from the first quarter of last year
due to organic growth in our business and the acquisition of Cereol, which
significantly improved our edible oil products results.
The variations in our net sales, gross profit and income from operations by
segments are described in more detail below.
AGRIBUSINESS SEGMENT
In our agribusiness segment, net sales increased 91% to $3,802 million in
the first quarter of 2003 from $1,989 million in the first quarter of last year
due to a 65% increase in sales volumes. Volumes increased in all three business
lines due to global demand for soy commodity products, continued growth in our
international marketing business and the acquisition of Cereol. Cost of goods
sold increased 93% in the first quarter of 2003 from the first quarter of last
year due to increased volumes.
Gross profit increased 42% in the first quarter of 2003 from the first
quarter of 2002 predominantly due to higher sales volumes. Agribusiness gross
profit margins were particularly strong in our South American operations, driven
by a large harvest that produced strong volumes and margins. Results from our
South American operations more than offset weaknesses in North America, where
margins were negatively affected by the reduced U.S. soybean crop, weaker
domestic soy meal demand, strong Chinese demand for soybeans and weak demand for
soy products, and competitive export pressure from South America. To address
imbalances in U.S. supply and demand, we announced the idling of two U.S.
oilseed processing facilities. SG&A increased 39% in the first quarter of 2003
from the first quarter of 2002 due to our acquisition of Cereol.
Income from operations in our agribusiness segment increased 45% in the
first quarter of 2003 from the first quarter of last year due to the improvement
in gross profit.
FERTILIZER SEGMENT
In our fertilizer segment, net sales increased 11% to $286 million in the
first quarter of 2003 from $257 million in the first quarter of 2002 due to an
increase in fertilizer selling prices and a 3% increase in sales volumes. The
first quarter of 2002 included an extra month of results from Fosfertil, which
had been reporting its results one month in arrears. Excluding Fosfertil's extra
month from the first quarter of 2002, net sales and sales volumes would have
increased 17%. Aggressive farmer planting for a large second crop and higher
fertilizer sales prices, which are based on international pricing, increased
results in a traditionally weaker quarter and helped increase margins. Our
selling prices benefited from increases in urea prices, which increased due to
the rising international price of natural gas. We also benefited from lower
fertilizer raw material costs since Fosfertil produces urea from raw materials
not linked to international natural gas prices. Cost of goods sold increased
11% in the first quarter of 2003 from the first quarter of last year due to
higher sales volumes.
Gross profit increased 11% in the first quarter of 2003 from the first
quarter of 2002 as a result of the increase in fertilizer selling prices and
volumes. Excluding Fosfertil's extra month from the first quarter 2002, gross
profit would have increased 33% primarily due to the increased sales volumes.
SG&A decreased 28% primarily due to cost savings programs, one less month of
Fosfertil and the effects of the devaluation of the Brazilian REAL relative to
the first quarter of 2002 on our REAL-denominated costs.
Income from operations increased 45% in the first quarter of 2003 from the
first quarter of 2002 primarily due to the decrease in SG&A and increase in
gross profit. Excluding Fosfertil's extra month from the first quarter of 2002,
income from operations would have increased 91%.
18
EDIBLE OIL PRODUCTS SEGMENT
In our edible oil segment, net sales increased $314 million to $536
million in the first quarter of 2003 from $222 million in the first quarter
of 2002 primarily due to significantly increased volumes as a result of the
acquisition of Cereol. Cost of goods sold increased $275 million in the first
quarter of 2003 from the first quarter of 2002 primarily due to the
acquisition of Cereol and higher raw material costs, principally crude
soybean oil.
Gross profit increased $39 million in the first quarter of 2003 from the
first quarter of 2002 primarily due to the acquisition of Cereol. SG&A
increased 95% in the first quarter of 2003 from the first quarter of last
year due to our acquisition of Cereol, partially offset by our cost reduction
efforts and the effect of the REAL devaluation relative to the first quarter
of 2002 on REAL-denominated costs.
Income from operations increased $21 million in the first quarter of
2003 from the first quarter of 2002 primarily due to the acquisition of Cereol
and relatively lower SG&A given the growth in this segment.
MILLING AND BAKING PRODUCTS SEGMENT
In our milling and baking products segment, net sales increased 9% to $214
million in the first quarter of 2003 from $196 million in the first quarter of
2002 due to higher average selling prices and a 3% increase in sales volumes,
offset in part by weaknesses in our U.S. bakery mix and frozen bakery operations
caused by financial difficulties in the retail grocery industry. The increase in
average selling prices was primarily due to higher raw material costs. Cost of
goods sold increased 13% due to increases in wheat costs.
Gross profit decreased 18% in the first quarter of 2003 from the first
quarter of 2002 as a result of the increase in raw material costs and weaknesses
in our U.S. bakery mix and frozen bakery operations. SG&A decreased 6% in the
first quarter of 2003 from the first quarter of 2002 due to the effects of the
REAL devaluation relative to the first quarter of 2002 on REAL-denominated
costs.
Income from operations decreased 50% in the first quarter of 2003 from the
first quarter of 2002 as a result of increases in raw material costs and
weaknesses in our U.S. bakery operations.
OTHER SEGMENT (SOY INGREDIENTS)
In our other segment, net sales increased $26 million to $46 million in
the first quarter of 2003 from $20 million in the first quarter of 2002 due
to the acquisition of Cereol. Gross profit and income from operations
increased $11 million and $7 million, respectively, in the first quarter of
2003 from the first quarter of 2002 due to the acquisition of Cereol.
Our soy ingredients business was contributed to Solae, our joint venture
with DuPont, in the second quarter of 2003. As a result, this segment will no
longer be reported in future quarters, except for historical results presented
for comparative purposes.
NON-OPERATING INCOME (EXPENSE) - NET
A summary of significant non-operating items for the periods indicated
follows.
THREE MONTHS ENDED
MARCH 31,
----------------------
2003 2002
----------------------
(US$ IN MILLIONS)
Interest income ................................................................. $ 31 $ 33
Interest expense ................................................................ (56) (38)
Interest expense on debt financing readily marketable inventories ............... (4) (4)
Foreign exchange gains (losses) ................................................. 7 (5)
Other income .................................................................... 1 5
----------------------
Total............................................................ $ (21) $ (9)
======================
Interest income decreased 6% in the first quarter of 2003 from the first
quarter of 2002 due to lower average interest rates, offset in part by increased
interest income on higher average cash balances. The first quarter of last
year also included $6 million of interest income resulting from the completion
of a tax examination. Interest expense increased 47% primarily due to higher
average debt levels resulting from debt incurred to acquire Cereol and our
19
assumption of Cereol's debt, partially offset by a reduction in interest
expense due to more efficient use of working capital. In addition, during the
latter half of 2002, we issued long-term debt at relatively higher interest
rates to reduce our reliance on short-term debt. Despite an increase in
readily marketable inventories at March 31, 2003 compared to March 31, 2002,
interest expense on debt financing readily marketable inventory was flat due
to lower average short-term interest rates.
Foreign exchange gains were $7 million in the first quarter of 2003
compared to losses of $5 million in the first quarter of last year due to the
2003 first quarter 5% appreciation in the value of the Brazilian REAL against
the U.S. dollar. In contrast, in the first quarter of 2002, the value of the
REAL declined slightly relative to the U.S. dollar resulting in foreign
exchange losses. In addition, during the first quarter of 2003, the value
of the Argentine PESO appreciated 13% against the U.S. dollar, resulting
in exchange losses on our U.S. dollar long-position, which is in contrast
to exchange gains recognized in the first quarter of 2002 when the PESO
devalued by 45% relative to the U.S. dollar.
INCOME TAX EXPENSE
Income tax expense increased to $37 million in the first quarter of 2003
from $3 million in the first quarter of 2002. In the first quarter of 2002, our
income tax expense was reduced by a $12 million tax credit relating to the
refund of prior years' U.S. foreign sales corporation benefits and a $6 million
decrease in the deferred tax asset valuation allowance resulting from changes in
the realization of certain net operating loss carry-forwards. Our estimated
effective tax rate for the first quarter of 2003 reflects an increase from the
annual 2002 effective tax rate predominantly due to the recent appreciation
in the value of the Brazilian REAL. If the REAL closes 2003 at the current
spot value, our Brazilian subsidiaries will incur tax liabilities on foreign
exchange gains generated locally, which would increase our effective tax rate
in 2003 compared to 2002.
MINORITY INTEREST
Minority interest expense was unchanged in the first quarter of 2003 from
the first quarter of 2002.
NET INCOME
Net income increased $27 million to $40 million in the first quarter of
2003 from $13 million in the first quarter of 2002.
First quarter 2002 net income was increased by $18 million, or $0.21 per
share, as a result of tax credits relating to refunds of prior years' taxes and
reversals of deferred tax asset valuation allowances.
Net income in the first quarter of 2002 also included charges recorded as
cumulative effects of changes in accounting principles of $14 million, net of
tax, representing the write-off of goodwill in the milling and baking products
segment as a result of the adoption of SFAS No. 142, GOODWILL AND OTHER
INTANGIBLE ASSETS, and $9 million, net of tax, related to the adoption of SFAS
No. 143, ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS.
LIQUIDITY AND CAPITAL RESOURCES
SOURCES OF LIQUIDITY AND CAPITAL
Our primary financing objective is to maintain a conservative balance sheet
that provides flexibility to pursue our growth objectives. We use a combination
of equity and debt to finance non-current assets and working capital needs. In
the first quarter of 2003, our balance sheet continued to show solid liquidity
with a current ratio, defined as current assets divided by current liabilities,
of 1.5 at March 31, 2003. Due to our cash levels and the liquidity of our
agricultural commodities inventories, we believe we have sufficient working
capital to satisfy our present business needs.
To finance working capital, we use cash flows generated from operations and
short-term (usually 30-60 days maturity) borrowings, including our $600 million
commercial paper facility and various bank facilities and credit lines. At March
31, 2003, we had $524 million outstanding under our commercial paper program. On
April 9, 2003, our maximum available borrowings under our commercial paper
facility were reduced to $560 million due to the downgrading of one of our
lenders under this program. In connection with this reduction, this same lender
issued a loan to us in the amount of $40 million. We maintain back-up bank
credit lines at least equal to our outstanding commercial paper borrowings. If
we were unable to access the commercial paper market, we would use our bank
lines of credit, which would be at a higher cost than our commercial paper. In
addition to our commercial paper program, as
20
of March 31, 2003, we had approximately $380 million of available borrowing
capacity under credit facilities and credit lines with a number of lending
institutions.
Cash and cash equivalents were $396 million at March 31, 2003 and $470
million at December 31, 2002. Included in our inventories were readily
marketable commodities inventories of $1,632 million at March 31, 2003 and
$1,517 million at December 31, 2002.
Shareholders' equity increased to $1,608 million at March 31, 2003 from
$1,472 million at December 31, 2002 as a result of net income of $40 million,
foreign exchange translation gains of $104 million primarily generated by our
European Union, Brazilian and Argentine subsidiaries and $6 million attributable
to the exercise of employee stock options. This increase was partially offset by
dividends paid to shareholders of $10 million and other comprehensive losses of
$5 million.
In November 2002, we announced our agreement to sell Lesieur, a French
producer of branded bottled vegetable oils, to Saipol, an oilseed processing
joint venture between Cereol and Sofiproteol. We anticipate that the
transaction will close in the third quarter of 2003, and we expect to receive
net proceeds of approximately EURO 181 million from the sale at closing. We
have recorded the assets and liabilities of Lesieur in the amount of
$417 million and $251 million, respectively, as an investment held for sale
at March 31, 2003 and $367 million and $207 million, respectively, at
December 31, 2002. These assets and liabilities are included in other current
assets and liabilities in our consolidated balance sheet at March 31, 2003
and December 31, 2002. We do not anticipate any gain or loss on this
transaction.
CASH FLOWS
In the first quarter of 2003, we used cash of $74 million, reflecting the
net impact of cash flows from operating, investing and financing activities,
compared to the first quarter of 2002 when we generated $35 million of cash.
Our operating activities used cash of $3 million in the first quarter of
2003, compared to cash provided of $26 million in the first quarter of 2002.
The appreciation in the value of the Brazilian REAL relative to the U.S. dollar
during the first quarter of 2003 generated exchange gains on our U.S. dollar
short positions that were unrealized during the first quarter, thus reducing
cash flow from operations. Partially offsetting the decline in cash flow from
operations was a reduction in cash used for operating assets and liabilities.
Cash used in investing activities decreased to $49 million for the first
quarter of 2003 from $123 million in the first quarter of 2002. Investing
activities in 2003 consisted primarily of additions to property, plant and
equipment under our normal capital expenditure plan. In the first quarter of
2002, we used cash to acquire shares held by minority shareholders in connection
with the corporate restructuring of our Brazilian subsidiaries and to acquire La
Plata Cereal.
Cash used in financing activities was $39 million in the first quarter of
2003 compared to the first quarter of 2002 when we generated $155 million of
cash. Dividends paid during the three months ended March 31, 2003 were $10
million. In the first quarter of 2002, we generated cash by selling common
shares for net proceeds of $292 million.
RECENT DEVELOPMENTS
ALLIANCE WITH DUPONT
In January 2003, we announced our agreement to form an alliance with E.I.
duPont de Nemours and Company to expand our agribusiness and soy ingredients
businesses. The alliance will initially consist of three components: a joint
venture, called Solae L.L.C., for the production and distribution of specialty
food ingredients, such as soy protein products and lecithins; a biotechnology
agreement to jointly develop and commercialize soybeans with improved quality
traits; and an alliance to develop a broader offering of services and products
to farmers.
On April 1, 2003, we signed definitive agreements with DuPont and together
formed Solae by contributing DuPont's Protein Technologies business and our
North American and European ingredients operations. We have a 28% interest in
Solae. On May 2, 2003, we sold our Brazilian ingredients operations to Solae for
$256 million in cash. Consequently, we expect to recognize a gain on sale, net
of tax, of approximately $111 million in the second quarter of 2003. As a result
of this transaction, our consolidated balance sheet for the second quarter of
2003 will reflect a long-term investment in Solae accounted for under the equity
method.
21
We have recorded the assets and liabilities of our ingredients operations
in the amount of $585 million and $35 million, respectively, as an investment
held for sale at March 31, 2003. These assets and liabilities are included in
other current assets and liabilities in our consolidated balance sheet at
March 31, 2003.
PURCHASE OF CEREOL'S MINORITY INTEREST
On April 9, 2003, we acquired the remaining 2.62% of Cereol's outstanding
shares that we did not already own for approximately $23 million in cash and now
own 100% of Cereol's capital and voting rights.
SETTLEMENT OF DUCROS ARBITRATION
On April 29, 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 EURO 155 million brought by
McCormick over the purchase price of Ducros, which was sold to McCormick
in August 2000. Under the settlement agreement, Cereol has paid McCormick
EURO 49.6 million. This payment does not reflect any potential tax benefits
to be recognized by us. In connection with the settlement, we will owe an
aggregate additional purchase price to Edison and Cereol's former public
shareholders of approximately EURO 35 million.
DIVIDENDS
On March 17, 2003, we announced that our board of directors had declared a
regular quarterly cash dividend of $.10 per share. The dividend is payable on
May 30, 2003 to shareholders of record on May 15, 2003.
CRITICAL ACCOUNTING POLICIES
Critical accounting policies are defined as those policies that are both
important to the portrayal of our financial condition and results of operations
and require management to exercise significant judgment. For a complete
discussion of our accounting policies, see our annual report on Form 20-F for
the year ended December 31, 2002, filed with the Securities and Exchange
Commission. There have been no significant changes in our critical accounting
policies since December 31, 2002.
RECENT ACCOUNTING PRONOUNCEMENTS
In April 2003, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 149 (SFAS No. 149),
AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES.
SFAS No. 149 amends and clarifies accounting for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities under SFAS No. 133. SFAS No. 149 is applied prospectively and
is effective for contracts entered into or modified after June 30, 2003, except
for SFAS No. 133 implementation issues that have been effective for fiscal
quarters that began prior to June 15, 2003, and certain provisions relating to
forward purchases or sales of when-issued securities or other securities that do
not yet exist. We are evaluating the effect, if any, that SFAS No. 149 will have
on our consolidated financial statements.
In January 2003, the FASB issued FASB Interpretation No. 46, CONSOLIDATION
OF VARIABLE INTEREST ENTITIES (FIN 46), an interpretation of Accounting Research
Bulletin No. 51, CONSOLIDATED FINANCIAL STATEMENTS (ARB 51). FIN 46 addresses
consolidation by business enterprises of variable interest entities, which are
entities that are subject to consolidation according to the provisions of FIN
46. For interests acquired on or after February 1, 2003, FIN 46 applies
immediately. For existing interests as of January 31, 2003, FIN 46 is effective
on July 1, 2003. We do not believe the adoption of FIN 46 will impact the
accounting for our accounts receivable securitizations.
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
RISK MANAGEMENT
As a result of our global operating and financing activities, we are
exposed to changes in agricultural commodity prices, foreign currency exchange
rates and interest rates, which may affect our results of operations and
financial position. We use derivative financial instruments for the purpose of
minimizing the risks and/or costs associated with fluctuations in commodity
prices and foreign exchange rates. While these hedging instruments are subject
to fluctuations in value, those fluctuations are generally offset by the value
of the underlying exposures being hedged.
22
The counterparties to these contractual arrangements are primarily major
financial institutions or, in the case of commodity futures and options,
a commodity exchange. As a result, credit risk arising from these contracts
is not significant and we do not anticipate any significant losses. We do
not expect the net cash requirements arising from our risk management
activities to be material. Our finance and risk management committee
supervises, reviews and periodically revises our overall risk management
policies and risk limits. We only enter into derivatives that are related
to our inherent business and financial exposure as a global agribusiness
company.
COMMODITIES RISK
We operate in many areas of the food industry from agricultural raw
materials to the production and sale of branded food products. As a result,
we use and produce various materials, many of which are agricultural
commodities, including soybeans, soybean oil, soybean meal, wheat and corn.
Agricultural commodities are subject to price fluctuations due to a number
of unpredictable factors that may create price risk. We enter into various
derivative contracts, primarily exchange traded futures and options, with the
objective of managing our exposure to adverse price movements in the
agricultural commodities used for our business operations. We have established
policies that limit the amount of unhedged fixed price agricultural commodity
positions permissible for our operating companies, which are a combination
of quantity and value at risk limits. We measure and review our sensitivity
to our net commodities position on a daily basis.
We use a sensitivity analysis to estimate our daily exposure to market risk
on our agricultural commodity position. The daily net agricultural commodity
position consists of inventory, related purchase and sale contracts, and
exchange-traded contracts, including those used to hedge portions of our
production requirements. The fair value of that position is a summation of the
fair values calculated for each agricultural commodity by valuing each net
position at quoted average futures prices for the period. Market risk is
estimated as the potential loss in fair value resulting from a hypothetical 10%
adverse change in prices. The results of this analysis, which may differ from
actual results, are as follows:
THREE MONTHS ENDED YEAR ENDED
MARCH 31, 2003 DECEMBER 31, 2002
-------------------------------- ---------------------------------
(US$ IN MILLIONS) FAIR VALUE MARKET RISK FAIR VALUE MARKET RISK
----------------- -------------- --------------- --------------- ---------------
Highest long position............. $ 335 $ 34 $ 529 $ 53
Highest short position............ (22) (2) (10) (1)
Average (short) long position..... $ 121 $ 12 $ 162 $ 16
CURRENCY RISK
Our global operations require active participation in foreign exchange
markets. To reduce the risk of foreign exchange rate fluctuations, we follow a
policy of hedging net monetary assets and liabilities denominated in currencies
other than the functional currencies applicable to each of our various
subsidiaries. Our primary exposure is related to our businesses located in
Brazil and Argentina and to a lesser extent, Europe, the Middle East and Asia.
To minimize the adverse impact of currency movements, we enter into foreign
exchange swap and purchased option contracts to hedge currency exposures.
When determining our exposure, we exclude intercompany loans that are
deemed to be permanently invested. Permanently invested intercompany loans will
not be repaid and therefore are treated as analogous to equity for accounting
purposes. As a result, the foreign exchange gains and losses on these borrowings
are excluded from the determination of net income and recorded as a component of
accumulated other comprehensive income (loss). The balance of permanently
invested intercompany borrowings was $699 million as of March 31, 2003 and $699
million as of December 31, 2002. Included in other comprehensive income (loss)
are exchange gains of $36 million in the three months ended March 31, 2003 and
exchange losses of $215 million in the year ended December 31, 2002, related to
permanently invested intercompany loans.
For risk management purposes and to determine the overall level of hedging
required, we further reduce the foreign exchange exposure determined above by
the value of our agricultural commodities inventories. Our agricultural
23
commodities inventories, because of their international pricing in U.S. dollars,
provide a natural hedge to our currency exposure.
Our net currency position, including cross-currency swaps and currency
options, and our market risk, which is the potential loss from an adverse 10%
change in foreign currency exchange rates, is set forth in the following table.
In addition, we have provided an analysis of our foreign currency exposure after
reducing the exposure for our agricultural commodities inventory. Actual results
may differ from the information set forth below.
AS OF MARCH 31, AS OF DECEMBER 31,
(US$ IN MILLIONS) 2003 2002
----------------- --------------- ------------------
BRAZILIAN OPERATIONS:
Net currency short position, from financial instruments, including derivatives ....... $ (800) $ (843)
Market risk .......................................................................... (80) (84)
Agricultural commodities inventories ................................................. 823 870
Net currency long position, less agricultural commodities inventories ................ 23 27
Market risk .......................................................................... $ 2 $ 3
ARGENTINE OPERATIONS:
Net currency long position, from financial instruments, including derivatives ........ $ 129 $ 112
Market risk .......................................................................... 13 11
Agricultural commodities inventories ................................................. 64 38
Net currency long position, less agricultural commodities inventories ................ 193 150
Market risk .......................................................................... $ 19 $ 15
INTEREST RATE RISK
There have been no significant changes in our interest rate market risk
since December 31, 2002.
OTHER INFORMATION
COMPLIANCE WITH EXCHANGE ACT REPORTING REQUIREMENTS
We have filed timely our Form 20-F and all other reports required to be
filed by us pursuant to the Securities Exchange Act of 1934, as amended.
CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, we carried out an
evaluation under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-14 of the Securities Exchange Act of 1934, as
amended). Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls and procedures are
effective in timely alerting them to material information relating to Bunge
(including its consolidated subsidiaries) required to be included in the reports
we file or submit under the Exchange Act.
There have been no significant changes in our internal controls or in other
factors that could significantly affect our internal controls subsequent to the
date we carried out this evaluation.
24
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.
BUNGE LIMITED
Date: May 14, 2003 By: /s/ William M. Wells
--------------------
William M. Wells
Chief Financial Officer
/s/ T.K Chopra
--------------
T.K. Chopra
Controller and Principal
Accounting Officer
25
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Alberto Weisser, certify that:
1. I have reviewed this report on Form 6-K of Bunge Limited (the
"registrant"):
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;
3. Based on my knowledge, the financial statements, and the other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this report (the "Evaluation Date"); and
c. presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
Audit Committee of the registrant's Board of Directors:
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 14, 2003
/s/ Alberto Weisser
-----------------------
Alberto Weisser
Chief Executive Officer
26
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, William M. Wells, certify that:
1. I have reviewed this report on Form 6-K of Bunge Limited (the
"registrant"):
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;
3. Based on my knowledge, the financial statements, and the other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this report (the "Evaluation Date"); and
c. presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
Audit Committee of the registrant's Board of Directors:
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 14, 2003
/s/ William M. Wells
--------------------------
William M. Wells
Chief Financial Officer
27
EXHIBIT INDEX
Exhibit 99.1 Certifications of Bunge Limited's Chief Executive Officer and
Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
28