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
August 13, 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
Statements on Form F-3 (Registration Nos. 333-104974, 333-106182 and
333-107376), 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Limited under the Securities Act of 1933, to the extent not superseded by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 June 30, 2003 and December 31, 2002 2
Consolidated Interim Statements of Income for the Three Months Ended and
Six Months Ended June 30, 2003 and 2002 3
Consolidated Interim Statements of Cash Flows for the Six Months Ended
June 30, 2003 and 2002 4
Notes to Consolidated Interim Financial Statements 5
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 18
Disclosure Regarding Forward-Looking Information 18
Results of Operations 18
Liquidity and Capital Resources 26
Recent Developments 27
Dividends 27
Critical Accounting Policies 28
Recent Accounting Pronouncements 28
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 28
OTHER INFORMATION 30
EXHIBIT INDEX 32
1
FINANCIAL STATEMENTS
BUNGE LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNITED STATES DOLLARS IN MILLIONS, EXCEPT SHARE DATA)
JUNE 30, DECEMBER 31,
2003 2002
-------- ------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents ................................................... $ 441 $ 470
Trade accounts receivable (less allowance of $97 and $80) ................... 1,370 1,168
Inventories (Note 3) ........................................................ 2,754 2,407
Recoverable taxes ........................................................... 55 79
Deferred income taxes ....................................................... 118 87
Other current assets (Note 5) ............................................... 1,214 1,238
------- -------
Total current assets ........................................................... 5,952 5,449
------- -------
Property, plant and equipment, net ............................................. 1,873 2,056
Goodwill (Note 4) .............................................................. 157 239
Investment in affiliates ....................................................... 603 52
Deferred income taxes .......................................................... 126 131
Other non-current assets ....................................................... 367 297
------- -------
TOTAL ASSETS ................................................................... $ 9,078 $ 8,224
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt ............................................................ $ 956 $ 1,250
Current portion of long-term debt ........................................... 229 249
Trade accounts payable ...................................................... 1,582 1,271
Other current liabilities (Note 6) .......................................... 1,249 1,024
------- -------
Total current liabilities ...................................................... 4,016 3,794
------- -------
Long-term debt ................................................................. 1,910 1,904
Deferred income taxes .......................................................... 100 128
Other non-current liabilities .................................................. 408 431
Commitments and contingencies (Note 9)
Minority interest in subsidiaries .............................................. 539 495
Shareholders' equity:
Common shares, par value $.01; authorized - 240,000,000 shares;
issued and outstanding: 2003 - 99,768,728 shares, 2002 - 99,332,233
shares (Note 12) ......................................................... 1 1
Additional paid-in capital .................................................. 2,008 1,999
Receivable from former shareholder (Note 7) ................................. -- (55)
Retained earnings ........................................................... 855 653
Accumulated other comprehensive loss ........................................ (759) (1,126)
------- -------
Total shareholders' equity ..................................................... 2,105 1,472
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ..................................... $ 9,078 $ 8,224
======= =======
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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
2003 2002 2003 2002
-------- -------- -------- --------
(UNAUDITED) (UNAUDITED)
Net sales ............................................................ $ 5,226 $ 3,103 $ 10,110 $ 5,787
Cost of goods sold ................................................... (4,960) (2,783) (9,576) (5,283)
-------- -------- -------- --------
GROSS PROFIT ......................................................... 266 320 534 504
Selling, general and administrative expenses ......................... (172) (123) (322) (239)
Gain on sale of soy ingredients business (Note 4) .................... 111 -- 111 --
-------- -------- -------- --------
INCOME FROM OPERATIONS ............................................... 205 197 323 265
Non-operating income (expense) - net (Note 10) ....................... 49 (97) 28 (106)
-------- -------- -------- --------
INCOME BEFORE INCOME TAX AND MINORITY INTEREST ....................... 254 100 351 159
Income tax expense (Note 13) ......................................... (47) (36) (84) (39)
-------- -------- -------- --------
INCOME BEFORE MINORITY INTEREST ...................................... 207 64 267 120
Minority interest .................................................... (25) (14) (45) (34)
-------- -------- -------- --------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLES ........................................................ 182 50 222 86
Cumulative effect of a change in accounting principles, net of tax
benefit of $6 (2002) .............................................. -- -- -- (23)
-------- -------- -------- --------
NET INCOME ........................................................... $ 182 $ 50 $ 222 $ 63
======== ======== ======== ========
EARNINGS PER COMMON SHARE - BASIC (NOTE 14):
Income before cumulative effect of change in accounting principles ... $ 1.83 $ .50 $ 2.23 $ .93
Cumulative effect of change in accounting principles ................. -- -- -- (.25)
-------- -------- -------- --------
Net income per share ................................................. $ 1.83 $ .50 $ 2.23 $ .68
======== ======== ======== ========
EARNINGS PER COMMON SHARE - DILUTED (NOTE 14):
Income before cumulative effect of change in accounting principles ... $ 1.80 $ .50 $ 2.20 $ .92
Cumulative effect of change in accounting principles ................. -- -- -- (.25)
-------- -------- -------- --------
Net income per share ................................................. $ 1.80 $ .50 $ 2.20 $ .67
======== ======== ======== ========
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)
SIX MONTHS ENDED
JUNE 30,
-----------------
2003 2002
----- -----
(UNAUDITED)
OPERATING ACTIVITIES
Net income .................................................................. $ 222 $ 63
Adjustments to reconcile net income to cash provided by (used for) operating
activities:
Gain on sale of soy ingredients business ............................... (111) --
Unrealized foreign exchange (gains) losses ............................. (121) 73
Bad debt expense ....................................................... 4 12
Depreciation, depletion and amortization ............................... 90 80
Cumulative effect of change in accounting principles ................... -- 23
Deferred income taxes .................................................. (67) 2
Minority interest ...................................................... 45 34
Other - net ............................................................ (23) 21
Changes in operating assets and liabilities, excluding the effects of
acquisitions:
Trade accounts receivable ........................................... (94) 17
Inventories ......................................................... (165) (671)
Recoverable taxes ................................................... 30 (56)
Trade accounts payable .............................................. 153 337
Arbitration settlement (Note 9) ..................................... (57) --
Other - net ......................................................... 310 40
----- -----
Cash provided by (used for) operating activities ................. 216 (25)
INVESTING ACTIVITIES
Payments made for capital expenditures ...................................... (119) (75)
Business acquisitions, net of cash acquired ................................. (75) (99)
Proceeds from disposal of property, plant and equipment ..................... 20 5
Proceeds from sale of soy ingredients business .............................. 251 12
----- -----
Cash provided by (used for) investing activities ................. 77 (157)
FINANCING ACTIVITIES
Net change in short-term debt ............................................... (303) 85
Proceeds from long-term debt ................................................ 321 195
Repayment of long-term debt ................................................. (393) (243)
Proceeds from receivable from former shareholder ............................ 55 --
Proceeds from sale of common shares ......................................... 9 292
Dividends paid to shareholders .............................................. (20) (17)
Dividends paid to minority interest ......................................... (44) (14)
----- -----
Cash (used for) provided by financing activities ................. (375) 298
Effect of exchange rate changes on cash and cash equivalents ................ 53 (26)
----- -----
Net (decrease) increase in cash and cash equivalents ........................ (29) 90
Cash and cash equivalents, beginning of period .............................. 470 199
----- -----
Cash and cash equivalents, end of period .................................... $ 441 $ 289
===== =====
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 and six months ended June 30, 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.
Reclassifications - Certain reclassifications were made to the
December 31, 2002, consolidated balance sheet to conform to the current
presentation.
2. NEW ACCOUNTING STANDARDS
In May 2003, Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 150 (SFAS No. 150),
ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH
LIABILITIES AND EQUITY. SFAS No. 150 establishes standards for how a
company classifies and measures certain financial instruments with
characteristics of both liabilities and equity. SFAS No. 150 requires
that a company classify a financial instrument, which is within the scope
of SFAS No. 150 as a liability (or an asset in some circumstances). SFAS
No. 150 is effective for financial instruments entered into or modified
after May 31, 2003, and to all other instruments that exist as of the
beginning of the first interim period beginning after June 15, 2003.
Bunge is evaluating the effect, if any, that SFAS No. 150 will have on
its consolidated financial statements.
In April 2003, FASB issued SFAS No. 149, AMENDMENT OF STATEMENT
133 ON DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (SFAS No. 149). 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. The
adoption of SFAS No. 149 is not expected to have a material impact on
Bunge's financial position or results of operations.
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 is evaluating the effect, if any, that FIN 46 will have on
its consolidated financial statements. Bunge does not believe the
adoption of FIN 46 will impact the accounting for its accounts receivable
securitizations.
5
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
3. INVENTORIES
Inventories consist of the following:
JUNE 30, DECEMBER 31,
(US$ IN MILLIONS) 2003 2002
----------------- ------- ------------
(UNAUDITED)
Agribusiness - Readily marketable inventories at market value (1) ... $1,949 $1,517
Fertilizer .......................................................... 399 214
Edible oils ......................................................... 158 346
Milling and baking .................................................. 70 63
Other (2) ........................................................... 178 267
------ ------
Total ............................................................... $2,754 $2,407
====== ======
------------
(1) 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.
(2) Agribusiness inventories carried at lower of cost or market.
4. BUSINESS COMBINATIONS
ACQUISITION OF CEREOL S.A. - In 2002, Bunge acquired 97.38% of the
shares of Cereol S.A. for $787 million in cash (net of cash acquired of
$90 million). In April 2003, Bunge acquired the remaining 2.62% of the
shares of Cereol for $23 million in cash. As a result, Bunge owns 100% of
Cereol's capital and voting rights. Cereol is engaged in the processing
of oilseeds and the production of edible oils 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 acquisition is being accounted for using the purchase method
under SFAS No. 141, BUSINESS COMBINATIONS. 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 completing its determination
of the deferred tax assets and liabilities for the difference between the
assigned values and the tax basis of assets and liabilities.
At June 30, 2003, Bunge assigned $89 million of the unallocated
purchase price, which was recorded as goodwill at December 31, 2002, to
the investment in Solae and the Lesieur assets held for sale. In
addition, at June 30, 2003, goodwill was further affected by cumulative
translation adjustments.
The following table summarizes the available data as of June 30,
2003 of the estimated fair value of the assets acquired and liabilities
assumed at the date of acquisition.
6
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
4. BUSINESS COMBINATIONS (CONTINUED)
(US$ IN MILLIONS)
-----------------
CALCULATION OF PURCHASE PRICE:
Cash paid ............................... $ 900
Current liabilities assumed ............. 921
Other non-current liabilities assumed ... 418
-------
Total ................................... $ 2,239
=======
ALLOCATION OF PURCHASE PRICE:
Current assets .......................... $ 1,146
Property, plant and equipment ........... 251
Assets contributed to Solae ............. 589
Other non-current assets ................ 279
Minority interest ....................... (26)
-------
Total ................................... $ 2,239
=======
In connection with the Cereol acquisition, Bunge has accrued
termination benefits and facility related exit costs as part of its
integration plan (the "Plan"). The Plan is designed to streamline
personnel and close surplus or unprofitable facilities. These costs,
which initially totaled $35 million, have been accrued as part of the
purchase price and are included in current liabilities on the
consolidated balance sheet at June 30, 2003. Bunge commenced the
integration process, which included an evaluation of these issues prior
to the October 2002 consummation of the Cereol acquisition and finalized
the Plan in the quarter ended June 30, 2003. Of the costs accrued, $29
million relate to employee termination and $6 million relate to
facility closures. The execution of the Plan will result in the
termination of 291 employees and the closure of 8 facilities. The
following table summarizes activity related to the Plan:
EMPLOYEE
TERMINATION FACILITY
(US$ IN MILLIONS) COSTS EXIT COSTS TOTAL
----------------- ---------- ---------- ----------
Accrued in purchase price ........... $ 29 $ 6 $ 35
Amount paid ......................... (3) (1) (4)
---------- ---------- ----------
Balance at June 30, 2003 ............ $ 26 $ 5 $ 31
========== ========== ==========
As of June 30, 2003, 97 employees have been terminated pursuant
to the Plan. Payments related to employee termination costs are expected
to be substantially completed by December 2004. Payments related to
facility exit costs will be substantially completed during 2004. The Plan
is expected to be funded by cash flows from operations. No significant
unresolved issues exist related to the Plan. Any adjustments to the Plan
will be reported as an adjustment to purchase price during the one year
period following the date of acquisition and as a component of net income
after the allocation period.
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 (the financial arm of the French oilseed farmer's
association). In July 2003, Bunge completed the sale of Lesieur and
received in cash $215 million for the sale and repayment of Lesieur
intercompany debt of $72 million owed to Cereol at closing, and a note
receivable from Sofiproteol of $31 million. The note receivable is due
July 2009 with interest payable annually at a rate of 5.55%.
7
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
4. BUSINESS COMBINATIONS (CONTINUED)
Bunge has recorded the assets and liabilities of Lesieur in the
amounts of $405 million and $234 million, respectively, as an investment
held for sale at June 30, 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 June 30, 2003 and December 31, 2002.
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
consists of three components: a joint venture (The Solae Company) 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.
In April 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. As a result of this transaction,
Bunge recorded a long-term investment in Solae in its consolidated
balance sheet at June 30, 2003. Bunge accounts for this investment under
the equity method.
In May 2003, Bunge sold its Brazilian soy ingredients operations
to Solae for $251 million in cash, net of expenses of approximately $5
million. Consequently, Bunge recognized a gain on sale of approximately
$111 million in the second quarter of 2003 that was included in income
from operations.
5. OTHER CURRENT ASSETS
Other current assets consist of the following:
JUNE 30, DECEMBER 31,
(US$ IN MILLIONS) 2003 2002
----------------- -------- ------------
(UNAUDITED)
Prepaid commodity purchase contracts ......................... $ 45 $ 173
Secured advances to suppliers ................................ 178 205
Unrealized gain on derivative contracts ...................... 168 162
Assets of investment held for sale - Lesieur (Note 4) ........ 405 367
Marketable securities ........................................ 13 12
Other ........................................................ 405 319
------ ------
Total ........................................................ $1,214 $1,238
====== ======
8
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
6. OTHER CURRENT LIABILITIES
Other current liabilities consist of the following:
JUNE 30, DECEMBER 31,
(US$ IN MILLIONS) 2003 2002
----------------- ------ ------
(UNAUDITED)
Accrued liabilities ............................................... $ 550 $ 456
Unrealized loss on derivative contracts ........................... 254 138
Advances on sales ................................................. 141 89
Liabilities of investment held for sale - Lesieur (Note 4) ........ 234 207
Other ............................................................. 70 134
------ ------
Total ............................................................. $1,249 $1,024
====== ======
7. RELATED PARTY TRANSACTIONS
In June 2003, Bunge received $55 million from its former sole
shareholder, Mutual Investment Limited, as final payment of a long-term
note receivable, relating to a capital contribution made in 2000. This
$55 million note receivable was included in shareholders' equity at
December 31, 2002. Bunge recorded interest income of $1 million and $2
million for the six months ended June 30, 2003 and 2002, respectively,
and $1 million for the three months ended June 30, 2002, pertaining to
the receivable.
In addition, Bunge sells soybean meal and fertilizer products to
Seara Alimentos S.A., a subsidiary of Mutual Investment Limited engaged
in the business of meat and poultry production. These sales were $1
million for both the three months ended June 30, 2003 and 2002,
respectively, and $3 and $2 million for the six months ended June 30,
2003 and 2002, respectively.
8. LONG-TERM DEBT
In May 2003, Bunge completed an offering of $300 million aggregate
principal amount of unsecured senior notes bearing interest at a rate of
5.875% per year that mature in May 2013. The notes were issued by Bunge's
wholly owned subsidiary Bunge Limited Finance Corp. and guaranteed by
Bunge. Interest is payable semi-annually in arrears in May and November
of each year, commencing in November 2003. Bunge used the net proceeds of
this offering, approximately $296 million, to reduce short-term
borrowings and finance the current portion of long-term debt coming due.
During the quarter ended June 30, 2003, $198 million of 3 3/4%
convertible notes and $200 million of 7.8% senior notes were registered
with the U.S. Securities and Exchange Commission by Bunge Limited Finance
Corp., a wholly owned finance subsidiary of Bunge. These debt securities
were issued by Bunge Limited Finance Corp. during 2002 and are fully and
unconditionally guaranteed by Bunge. There are no significant
restrictions on the ability of Bunge Limited Finance Corp. or any other
Bunge subsidiary to transfer funds to Bunge.
9
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
9. COMMITMENTS AND CONTINGENCIES
Bunge is party to a number of claims and lawsuits, primarily tax
and labor claims, arising out of the normal course of business. After
taking into account liabilities recorded for all of the foregoing
matters, management believes that the ultimate resolution of such matters
will not have a material adverse effect on Bunge's financial condition,
results of operations or liquidity. Included in other non-current
liabilities as of June 30, 2003 and December 31, 2002 are the following
accrued liabilities:
JUNE 30, DECEMBER 31,
(US$ IN MILLIONS) 2003 2002
----------------- -------- ------------
(UNAUDITED)
Tax claims ................ $ 99 $ 77
Labor claims .............. 65 54
Civil and other ........... 48 83
---- ----
Total ..................... $212 $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 1993 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.
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 EURO 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. This payment does
not reflect any potential tax benefits to be recognized by Bunge. In
connection with the settlement, Bunge paid an additional purchase price
to Edison S.p.A. and Cereol's former public shareholders of approximately
$42 million in the aggregate.
GUARANTEES - Bunge has issued or was a party to the following
guarantees at June 30, 2003:
MAXIMUM POTENTIAL
(US$ IN MILLIONS) FUTURE PAYMENTS
----------------- -----------------
Operating lease residual values ............... $ 70
Unconsolidated affiliates financing ........... 20
Customer financing ............................ 61
----
Total ......................................... $151
====
10
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
9. COMMITMENTS AND CONTINGENCIES (CONTINUED)
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 enable Bunge to recover any amounts paid under this guarantee.
Bunge has not recorded any liability related to this guarantee at June
30, 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 June 30, 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 June 30, 2003.
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. The debt under
these guarantees had a carrying amount of $1,415 million at June 30,
2003. Debt related to these guarantees is included in the consolidated
balance sheet at June 30, 2003. In addition, a subsidiary of Bunge has
provided guarantees of the indebtedness of certain of its subsidiaries
under certain lines of credit with various institutions. The total
borrowing capacity under these line of credit guarantees is $166 million.
10. NON-OPERATING INCOME (EXPENSE) - NET
Non-operating income (expense) - net consists of:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -------------------
(US$ IN MILLIONS) 2003 2002 2003 2002
----------------- ----- ----- ----- -----
(UNAUDITED) (UNAUDITED)
Interest income ....................................................... $ 27 $ 19 $ 58 $ 52
Interest expense ...................................................... (47) (32) (103) (70)
Interest expense on debt financing readily marketable inventories ..... (4) (8) (8) (12)
Foreign exchange gains (losses) ....................................... 70 (79) 77 (84)
Other income (expense) ................................................ 3 3 4 8
----- ----- ----- -----
Total non-operating income (expense) - net ............................ $ 49 $ (97) $ 28 $(106)
===== ===== ===== =====
11
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
10. NON-OPERATING INCOME (EXPENSE) - NET (CONTINUED)
INTEREST EXPENSE ON DEBT FINANCING READILY MARKETABLE INVENTORIES
- Readily marketable inventories are agricultural commodities inventories
that are readily convertible to cash because of their commodity
characteristics, widely available markets and international pricing
mechanisms. Bunge attributes interest expense to these inventories based
on the average interest rates on the debt used to finance these
inventories.
11. COMPREHENSIVE INCOME (LOSS)
The following table summarizes the components of comprehensive
income (loss):
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -------------------
(US$ IN MILLIONS) 2003 2002 2003 2002
----------------- ----- ----- ----- -----
(UNAUDITED) (UNAUDITED)
Net income ............................................ $ 182 $ 50 $ 222 $ 72
Other comprehensive income (loss):
Foreign exchange translation adjustment, net
of tax ............................................ 266 (212) 370 (283)
Unrealized losses on commodity futures
designated as cash flow hedges, net of tax
of $1 and $2 (2003), respectively, $1 (2002) .... (2) (2) (4) (2)
Reclassification of unrealized (gains) losses to
net income, net of tax of $2 and $0 (2003),
respectively, $(1) (2002) ...................... 4 (1) 1 (2)
----- ----- ----- -----
Total comprehensive income (loss) ..................... $ 450 $(165) $ 589 $(215)
===== ===== ===== =====
12. 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 six
months ended June 30, 2003, Bunge issued 168,432 shares underlying
performance-based restricted share grants, and 268,063 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).
12
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
12. STOCK-BASED COMPENSATION (CONTINUED)
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.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ --------------------
(US$ IN MILLIONS, EXCEPT PER SHARE DATA) 2003 2002 2003 2002
---------------------------------------- ------ ---- ------ ------
Net income, as reported ...................................... $ 182 $ 50 $ 222 $ 63
Deduct: Total stock-based employee compensation
expense determined under fair value based method for
stock awards granted, net of related tax effects ........ (2) (2) (4) (3)
------ ---- ------ ------
Pro forma net income ...................................... $ 180 $ 48 $ 218 $ 60
====== ==== ====== ======
Earnings per common share:
Basic--as reported ........................................ $ 1.83 $.50 $ 2.23 $ .68
====== ==== ====== ======
Basic--pro forma .......................................... $ 1.81 $.48 $ 2.19 $ .65
====== ==== ====== ======
Diluted--as reported ...................................... $ 1.80 $.50 $ 2.20 $ .67
====== ==== ====== ======
Diluted--pro forma ........................................ $ 1.78 $.48 $ 2.16 $ .64
====== ==== ====== ======
13. INCOME TAXES
Bunge's annual effective tax rate is affected by movements in
foreign exchange. Bunge's estimated effective tax rate for the three and
six months ended June 30, 2003, excluding the non-taxable $111 million
gain on the sale of its Brazilian soy ingredients business, reflects an
increased effective tax rate, which was principally attributable to the
recent appreciation in the value of the Brazilian REAL.
During the six months ended June 30, 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 $6 million resulting from changes in the
realization of certain net operating loss carry-forwards generated at one
of its European subsidiaries. As a result of these tax benefits, Bunge's
effective tax rate for the three and six months ended June 30, 2002 was
reduced from its annual effective tax rate.
13
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
14. EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income by the
weighted average number of common shares outstanding, excluding any
dilutive effects of stock options and restricted stock awards during the
reporting period. Diluted earnings per share is computed similar to basic
earnings per share, except that the weighted average number of common
shares outstanding is increased to include additional shares from the
assumed exercise of stock options and restricted stock awards, if
dilutive. The number of additional shares is calculated by assuming that
outstanding stock options were exercised and that the proceeds from such
exercises were used to acquire common shares at the average market price
during the reporting period. The following table sets forth the
computation of basic and diluted earnings per share for the three and six
months ended June 30, 2003 and 2002.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- ----------------------------
(US$ IN MILLIONS, EXCEPT FOR SHARE DATA) 2003 2002 2003 2002
---------------------------------------- ------------ ------------ ------------ ------------
(UNAUDITED) (UNAUDITED)
Income before cumulative effect of change in
accounting principles:
Basic and diluted .................................. $ 182 $ 50 $ 222 $ 86
============ ============ ============ ============
Weighted average number of common shares outstanding:
Basic .............................................. 99,696,727 99,249,886 99,641,565 92,452,815
Effect of dilutive shares .......................... 1,226,735 826,750 1,062,955 816,625
------------ ------------ ------------ ------------
Diluted ............................................ 100,923,462 100,076,636 100,704,520 93,269,440
============ ============ ============ ============
Income before cumulative effect of change in
accounting principles per share:
Basic .............................................. $ 1.83 $ .50 $ 2.23 $ .93
============ ============ ============ ============
Diluted ............................................ $ 1.80 $ .50 $ 2.20 $ .92
============ ============ ============ ============
In March 2002, Bunge sold 16,093,633 common shares in a public
offering. Net proceeds from this offering were $292 million.
15. ARGENTINA
The functional currency of Bunge's Argentine subsidiaries is the
PESO. In the six months ended June 30, 2003, the PESO appreciated
relative to the U.S. dollar by 20%. 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 and six months ended
June 30, 2003 were foreign exchange translation gains of $12 million and
$32 million, respectively, and for the three and six months ended June
30, 2002, foreign exchange translation losses of $22 million and $82
million, respectively, representing the effect of the translation of
Bunge's Argentine assets and liabilities (see Note 11 of notes to the
consolidated interim financial statements).
14
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
15. ARGENTINA (CONTINUED)
In 2002, Bunge commenced recording allowances against certain
recoverable taxes owed to it by the Argentine government. At June 30,
2003 and December 31, 2002, these allowances were $55 million and $64
million, respectively. During the three months ended June 30, 2003, Bunge
recovered certain of these previously reserved receivables as a result of
cash received or use of recoverable tax amounts to offset income taxes
owed, which resulted in a reversal of the reserve for recoverable taxes
of $20 million and $9 million in the three and six months ended June 30,
2003, respectively. In the three and six months ended June 30, 2002,
Bunge recorded $19 million and $28 million of provisions, respectively,
related to these recoverable taxes.
16. BRAZIL
The functional currency of Bunge's Brazilian subsidiaries is the
REAL. In the six months ended June 30, 2003, the REAL appreciated
relative to the U.S. dollar by 23%. 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). Included
in other comprehensive income (loss) for the three and six months ended
June 30, 2003 were foreign exchange translation gains of $157 million and
$199 million, respectively, and foreign exchange translation losses of
$215 million and $226 million for the three and six months ended June 30,
2002, respectively, representing the effect of the translation of
Bunge's Brazilian assets and liabilities (see Note 11 of notes to the
consolidated interim financial statements).
17. SEGMENT INFORMATION
Bunge has five reporting segments, which are organized based on
similar economic characteristics and are similar in nature of products
and services offered, the nature of production processes, the type and
class of customer and distribution methods. The agribusiness segment is
characterized by both inputs and outputs being agricultural commodities
and thus high volume and low margin. The activities of the fertilizer
segment include raw material mining, mixing fertilizer components and
marketing products. The edible oil products segment involves the
manufacturing and marketing of products derived from vegetable oils. The
milling and baking products segment involves the manufacturing and
marketing of products derived primarily from wheat and corn. The other
segment consisted of the soy ingredients business until its assets were
sold in May 2003 to Solae Bunge's joint venture with DuPont. As a result
of this sale, Bunge will only have four reporting segments.
The "Unallocated" column in the following table contains the
reconciliation between the totals for reportable segments and Bunge
consolidated totals, which consists primarily of corporate items not
allocated to the operating segments and intersegment eliminations.
Transfers between the segments are generally valued at market. The
revenues generated from these transfers are shown in the following table
as "Intersegment revenues."
15
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
17. SEGMENT INFORMATION (CONTINUED)
OPERATING SEGMENT INFORMATION
MILLING AND
EDIBLE OIL BAKING
(US$ IN MILLIONS) AGRIBUSINESS FERTILIZER PRODUCTS(1) PRODUCTS(1)(2) OTHER UNALLOCATED TOTAL
----------------- ------------ ---------- ----------- ------------------ ------ ----------- -------
(UNAUDITED)
THREE MONTHS ENDED JUNE 30,
2003
Net sales to external customers ... $ 4,045 $ 415 $ 533 $ 227 $ 6 $ -- $ 5,226
Intersegment revenues ............. 158 -- 24 -- -- (182) --
Gross profit ...................... 84 88 69 24 1 -- 266
Income from operations (3) ........ 5 64 26 8 1 101 205
Depreciation, depletion and
amortization ...................... $ 20 $ 14 $ 3 $ 4 $ -- $ -- $ 41
THREE MONTHS ENDED JUNE 30,
2002
Net sales to external customers ... $ 2,312 $ 329 $ 237 $ 204 $ 21 $ -- $ 3,103
Intersegment revenues ............. 96 -- -- -- -- (96) --
Gross profit ...................... 209 60 22 23 6 -- 320
Income from operations ............ 155 33 3 9 5 (8) 197
Depreciation, depletion and
amortization ...................... $ 15 $ 14 $ 3 $ 4 $ 1 $ -- $ 37
SIX MONTHS ENDED JUNE 30,
2003
Net sales to external customers ... $ 7,847 $ 701 $ 1,069 $ 441 $ 52 $ -- $10,110
Intersegment revenues ............. 311 -- 50 -- -- (361) --
Gross profit ...................... 193 148 133 42 18 -- 534
Income from operations (3) ........ 50 106 53 11 11 92 323
Depreciation, depletion and
amortization ...................... $ 47 $ 26 $ 9 $ 8 $ -- $ -- $ 90
SIX MONTHS ENDED JUNE 30,
2002
Net sales to external customers ... $ 4,301 $ 586 $ 459 $ 400 $ 41 $ -- $ 5,787
Intersegment revenues ............. 181 -- -- -- -- (181) --
Gross profit ...................... 286 114 47 45 12 -- 504
Income from operations ............ 186 62 9 15 8 (15) 265
Depreciation, depletion and
amortization ...................... $ 29 $ 32 $ 8 $ 9 $ 2 $ -- $ 80
-------------
16
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
17. SEGMENT INFORMATION (CONTINUED)
(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 a result, amounts for the three
and six months ended June 30, 2002 have been reclassified to
conform to the three and six months ended June 30, 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 and six months ended June 30, 2003. In
April 2003, 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 4 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
and six months ended June 30, 2002 presented herein have been
reclassified to reflect this change.
(3) Unallocated income from operations for the three and six months
ended June 30, 2003 included a $111 million gain on the sales of
Bunge's Brazilian soy ingredients business to Solae. In addition,
agribusiness income from operations for the three and six months
ended June 30, 2003 included a non-cash curtailment gain of $11
million reflecting a reduction in post retirement benefit
liabilities due to the transfer of employees to Solae.
17
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.
EVENTS AFFECTING OPERATING RESULTS
ALLIANCE WITH DUPONT
On April 2, 2003, we signed definitive agreements with E.I. duPont de
Nemours and Company (DuPont) and together formed The Solae Company (Solae) by
contributing DuPont's Protein Technologies business and our North American and
European ingredients operations. We have a 28% interest in Solae. Solae is a soy
ingredients joint venture and a key component in the broader strategic alliance
with DuPont. On May 2, 2003, we sold our Brazilian soy ingredients operations to
Solae for $251 million in cash net of sale related expenses. We recognized a
gain on sale of $111 million in the second quarter of 2003 that is included in
income from operations. As a result of these transactions, our consolidated
balance sheet at June 30, 2003 reflects a long-term investment in Solae, which
is accounted for under the equity method.
APPRECIATION OF THE BRAZILIAN REAL AND ARGENTINE PESO
During the first six months of 2003 the Brazilian REAL and Argentine PESO
appreciated 23% and 20% respectively, against the U.S. dollar. In contrast, in
the second quarter of 2002, the value of the REAL declined by 18% and the PESO
declined by 57% relative to the U.S. dollar. An appreciation in the value of the
REAL and PESO generates losses based on changes in the market value of our
readily marketable agricultural inventories, which are priced in U.S. dollars,
reducing our income from operations. Conversely, the appreciation generates
offsetting net foreign exchange transaction gains on our net U.S. dollar
position of our Brazilian and Argentine subsidiaries, which are reflected in
non-operating income (expense) in our consolidated statement of income.
RESULTS OF OPERATIONS
SEGMENTS CHANGES - We have changed the name of our "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 line for
the three and six months ended June 30, 2003. Accordingly, amounts for the three
and six months ended June 30, 2002 presented herein have been reclassified to
reflect this change. With the completion of the sale of our Brazilian soy
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
18
consumer product lines from the "edible oil products" segment to the "milling
and baking products" segment. As a result, amounts for the three and six months
ended June 30, 2002 were reclassified to conform to the three and six months
ended June 30, 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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
2003 2002 2003 2002
------- ------- ------- -------
(US$ IN MILLIONS, EXCEPT VOLUMES)
NET SALES:
Agribusiness ..................................... $ 4,045 $ 2,312 $ 7,847 $ 4,301
Fertilizer ....................................... 415 329 701 586
Edible oil products ............................ 533 237 1,069 459
Milling and baking products .................... 227 204 441 400
Other (soy ingredients) ........................ 6 21 52 41
------- ------- ------- -------
Food products total ......................... 766 462 1,562 900
------- ------- ------- -------
Total ................................. $ 5,226 $ 3,103 $10,110 $ 5,787
======= ======= ======= =======
COST OF GOODS SOLD:
Agribusiness ..................................... $ 3,961 $ 2,103 $ 7,654 $ 4,015
Fertilizer ....................................... 327 269 553 472
Edible oil products ............................ 464 215 936 412
Milling and baking products .................... 203 181 399 355
Other (soy ingredients) ........................ 5 15 34 29
------- ------- ------- -------
Food products total ......................... 672 411 1,369 796
------- ------- ------- -------
Total ................................. $ 4,960 $ 2,783 $ 9,576 $ 5,283
======= ======= ======= =======
GROSS PROFIT:
Agribusiness ..................................... $ 84 $ 209 $ 193 $ 286
Fertilizer ....................................... 88 60 148 114
Edible oil products ............................ 69 22 133 47
Milling and baking products .................... 24 23 42 45
Other (soy ingredients) ........................ 1 6 18 12
------- ------- ------- -------
Food products total ......................... 94 51 193 104
------- ------- ------- -------
Total ................................. $ 266 $ 320 $ 534 $ 504
======= ======= ======= =======
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Agribusiness .................................... $ 79 $ 54 $ 143 $ 100
Fertilizer ...................................... 24 27 42 52
Edible oil products ........................... 43 19 80 38
Milling and baking products ................... 16 14 31 30
Other (soy ingredients) ....................... -- 1 7 4
------- ------- ------- -------
Food products total ........................ 59 34 118 72
------- ------- ------- -------
Unallocated ..................................... 10 8 19 15
------- ------- ------- -------
Total ................................ $ 172 $ 123 $ 322 $ 239
======= ======= ======= =======
19
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
2003 2002 2003 2002
-------- -------- -------- --------
(US$ IN MILLIONS, EXCEPT VOLUMES)
INCOME FROM OPERATIONS:
Agribusiness ............................... $ 5 $ 155 $ 50 $ 186
Fertilizer ................................. 64 33 106 62
Edible oil products ...................... 26 3 53 9
Milling and baking products .............. 8 9 11 15
Other (soy ingredients) .................. 1 5 11 8
-------- -------- -------- --------
Food products total ................... 35 17 75 32
-------- -------- -------- --------
Gain on sale of soy ingredients business ... 111 -- 111 --
Unallocated other .......................... (10) (8) (19) (15)
-------- -------- -------- --------
Total ........................... $ 205 $ 197 $ 323 $ 265
======== ======== ======== ========
NET INCOME ................................. $ 182 $ 50 $ 222 $ 63
======== ======== ======== ========
VOLUMES (IN THOUSANDS OF METRIC TONS):
Agribusiness ............................... 23,906 19,749 43,007 31,294
Fertilizer ................................. 2,417 2,482 4,278 4,291
Edible oil products ...................... 823 393 1,682 749
Milling and baking products .............. 873 897 1,731 1,734
Other (soy ingredients) .................. 8 31 140 59
-------- -------- -------- --------
Food products total ................... 1,704 1,321 3,553 2,542
-------- -------- -------- --------
Total ........................... 28,027 23,552 50,838 38,127
======== ======== ======== ========
THREE MONTHS ENDED JUNE 30, 2003 COMPARED TO THREE MONTHS ENDED JUNE 30, 2002
OVERVIEW
Our net sales increased 68% to $5,226 million in the second quarter of
2003 from $3,103 million in the second quarter of 2002 due to increases in net
sales in all segments. Agribusiness volumes increased 21% and food products
volumes increased 29% due to organic growth in our business and the October 2002
acquisition of Cereol. Net sales also increased due to higher average selling
prices for soy commodity and fertilizer products. Our cost of goods sold
increased 78% due to the increase in sales volumes, the acquisition of Cereol,
agribusiness commodity inventory mark to market losses in our Brazilian and
Argentine subsidiaries that resulted from the appreciation in the value of the
REAL and the PESO against the U.S. dollar during the 2003 quarter and higher
agribusiness raw materials and energy costs.
Our gross profit decreased 17% to $266 million in the second quarter of
2003 from $320 million in the second quarter of 2002 primarily due to the lower
agribusiness gross profit. Net foreign exchange gains on U.S. dollar denominated
debt included in non-operating income (expense) almost entirely offset the
reduction in agribusiness gross profit. In addition, increases in gross profit
in our fertilizer, edible oil and milling and baking products segments partially
offset the decrease.
Our selling, general and administrative expenses (SG&A) increased 40%
primarily due to the acquisition of Cereol. Our income from operations increased
4% in the second quarter of 2003 from the second quarter of last year primarily
due to the gain on sale of our ingredients business and improved fertilizer and
edible oil results offset by the decrease in agribusiness.
The variations in our net sales, gross profit and income from operations
by segments are described in more detail below.
20
AGRIBUSINESS SEGMENT
In our agribusiness segment, net sales increased 75% to $4,045 million in
the second quarter of 2003 from $2,312 million in the second quarter of last
year due to a 21% increase in sales volumes and higher average selling prices
for soy commodity products. Volumes increased in the oilseed processing and
international marketing business lines driven by the large South American
harvest, global demand for soy commodity products, continued growth in our
international marketing business and the acquisition of Cereol. Volumes in our
international marketing operation increased 20% above last year mostly due to
higher sales to China. Cost of goods sold increased 88% in the second quarter of
2003 from the second quarter of last year due to the increased volumes,
commodity inventory mark to market losses in our Brazil subsidiary that resulted
from the appreciation in the value of the REAL, the acquisition of Cereol and
higher raw material and energy costs.
Gross profit decreased 60% in the second quarter of 2003 from the second
quarter of 2002 due to the increase in cost of goods sold. Agribusiness gross
profit margins were negatively affected by the appreciation in the value of the
Brazilian REAL. However, exchange gains on U.S. dollar denominated debt
financing commodity inventories, included in non-operating income (expense),
almost entirely offset the reduction to gross profit. Oilseed processing margins
were affected by weaknesses in North America and Western Europe caused by the
reduced U.S. soybean crop, weaker domestic soy meal demand, strong demand for
soybeans and a weak demand for soy products from China, and competitive export
pressure from South America. The second quarter of 2003 gross profit included a
$20 million reduction in allowances for recoverable taxes due to the recovery of
certain receivables compared to a $19 million provision recorded in the second
quarter of 2002. SG&A increased 46% in the second quarter of 2003 from the first
quarter of 2002 primarily due to our acquisition of Cereol, the effects of which
more than offset a non-cash curtailment gain of $11 million relating to a
reduction in post retirement benefit liabilities for employees transferred to
Solae.
Income from operations in our agribusiness segment decreased 97% in the
second quarter of 2003 from the second quarter of last year due to the decrease
in gross profit and higher SG&A expenses.
FERTILIZER SEGMENT
In our fertilizer segment, net sales increased 26% to $415 million in the
second quarter of 2003 from $329 million in the second quarter of 2002 primarily
due to higher average selling prices. Selling prices benefited from increases in
international selling prices for imported fertilizers and raw materials, such as
urea, which helped boost local prices, as products are priced to import parity.
A strong export market for Brazilian meat products increased demand for animal
nutrient products as animal nutrient sales volumes increased 14%. Cost of goods
sold increased 22% in the second quarter of 2003 from the second quarter of last
year primarily due to higher imported raw materials costs. However, the higher
costs of imported raw materials were mitigated by Fosfertil's lower raw material
costs since Fosfertil produces urea from raw materials not linked to
international natural gas prices. Approximately 38% of the raw materials used to
produce the retail fertilizer and nutrient products are supplied by Fosfertil.
Gross profit increased 47% in the second quarter of 2003 from the second
quarter of 2002 as a result of the higher selling prices. SG&A decreased 11%
primarily due to lower bad debt expenses and non-recurring credits relating to
Brazilian social health and welfare taxes.
Income from operations increased 94% in the second quarter of 2003 from
the second quarter of 2002 primarily due to the increase in gross profit and the
reduction in SG&A.
EDIBLE OIL PRODUCTS SEGMENT
In our edible oil segment, net sales increased 125% or $296 million to
$533 million in the second quarter of 2003 from $237 million in the second
quarter of 2002 primarily due to significantly increased volumes as a result of
the acquisition of Cereol. Cost of goods sold increased 116% in the second
quarter of 2003 from the second quarter of 2002 primarily due to the acquisition
of Cereol.
Gross profit increased 214% in the second quarter of 2003 from the second
quarter of 2002 primarily due to the acquisition of Cereol and higher margins in
our North and South American operations. SG&A increased 126% in the second
quarter of 2003 from the second quarter of last year due to our acquisition of
Cereol, partially offset by cost reductions in our South American operations.
21
Income from operations increased $23 million in the second quarter of
2003 from the second quarter of 2002 primarily due to the acquisition of Cereol
and improvements in North and South American margins.
MILLING AND BAKING PRODUCTS SEGMENT
In our milling and baking products segment, net sales increased 11% to
$227 million in the second quarter of 2003 from $204 million in the second
quarter of 2002 due to higher average selling prices, offset in part by
weaknesses in our U.S. bakery mix and frozen bakery operations caused by margin
pressure in the in-store bakery market. The increase in average selling prices
was primarily due to higher raw material costs. Cost of goods sold increased 12%
due to higher wheat costs.
Gross profit increased 4% in the second quarter of 2003 from the second
quarter of 2002 as a result of the higher average selling prices in Brazil,
offset in part by weaknesses in our U.S bakery operations. SG&A increased 14% in
the second quarter of 2003 from the second quarter of 2002 due to higher
promotional costs.
Income from operations decreased 11% in the second quarter of 2003 from
the second quarter of 2002 as a result of weaknesses in our U.S. bakery
operations.
NON-OPERATING INCOME (EXPENSE) - NET
A summary of significant non-operating items for the periods indicated
follows.
THREE MONTHS ENDED
JUNE 30,
-------------------
2003 2002
---- ----
(US$ IN MILLIONS)
Interest income .......................................................... $ 27 $ 19
Interest expense ......................................................... (47) (32)
Interest expense on debt financing readily marketable inventories ........ (4) (8)
Foreign exchange gains (losses) .......................................... 70 (79)
Other income ............................................................. 3 3
---- ----
Total .................................................. $ 49 $(97)
==== ====
Interest income increased 42% in the second quarter of 2003 from the
second quarter of 2002 due to higher average cash balances. Interest expense
increased 47% primarily due to higher average debt levels resulting from debt
incurred to acquire Cereol and our assumption of Cereol's debt, partially offset
by a reduction in interest expense due to more efficient use of working capital.
Also, in the latter half of 2002 and May 2003, we issued long-term debt at
relatively higher interest rates to reduce reliance on short-term debt and
finance the current portion of long-term debt coming due. Interest expense on
debt financing readily marketable inventory decreased 50% due to lower average
short-term interest rates.
Foreign exchange gains were $70 million in the second quarter of 2003
compared to losses of $79 million in the second quarter of last year due to the
2003 second quarter 17% appreciation in the value of the Brazilian REAL against
the U.S. dollar. In contrast, in the second quarter of 2002, the value of the
REAL declined by 18% relative to the U.S. dollar resulting in foreign exchange
losses.
INCOME TAX EXPENSE
Income tax expense increased to $47 million in the second quarter of 2003
from $36 million in the second quarter of 2002. Our estimated effective tax rate
for the second quarter of 2003, excluding the non-taxable gain on the sale of
the Brazilian soy ingredients business, reflects an increase from the annual
2002 effective tax rate predominantly due to the recent appreciation in the
value of the Brazilian REAL.
MINORITY INTEREST
Minority interest expense increased to $25 million in the second quarter
of 2003 from $14 million in the second quarter of 2002 primarily due to the
increase in income before taxes.
22
NET INCOME
Net income increased $132 million to $182 million in the second quarter
of 2003 from $50 million in the second quarter of 2002 as a result of the $111
million gain on sale of our Brazilian soy ingredients business to Solae in the
second quarter of 2003. Excluding the gain on sale, net income increased $21
million in the second quarter of 2003 from the second quarter of 2002.
SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO SIX MONTHS ENDED JUNE 30, 2002
OVERVIEW
Our net sales increased 75% to $10,110 million in the first six months of
2003 from $5,787 million in the first six months of 2002 due to increases in net
sales in all segments. Agribusiness volumes increased 37% and food products
volumes increased 40% due to organic growth in our business and the October 2002
acquisition of Cereol. Our cost of goods sold increased 81% primarily due to the
increase in sales volumes, the acquisition of Cereol and agribusiness commodity
inventory mark to market losses in our Brazilian and Argentine subsidiaries that
resulted from the appreciation in the value of the REAL and PESO against the
U.S. dollar during the 2003 six month period and higher energy costs.
Gross profit increased 6% in the first six months of 2003 from the first
six months of 2002 due to the increase in gross profit in our fertilizer and
food product segments. Agribusiness gross profit margins were negatively
affected by the appreciation in the value of the Brazilian REAL and Argentine
PESO. However, net foreign exchange gains on U.S. dollar denominated debt
financing working capital, included in non-operating income (expense), almost
entirely offset the reduction to gross profit. Oilseed processing margins were
affected by weaknesses in North America and Western Europe caused by the reduced
U.S. soybean crop, weaker domestic soy meal demand, strong demand for soybeans
and weak demand for soy products from China, and competitive export pressure
from South America. SG&A increased 35% in the first six months of 2003 from the
first six months of 2002 primarily due to our acquisition of Cereol.
Income from operations increased 22% in the second quarter of 2003 from
the second quarter of 2002 primarily due to the $111 million gain on sale of the
Brazilian soy ingredients business as well as the increase in gross profit,
offset in part by the increase in SG&A.
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 82% to $7,847 million in
the first six months of 2003 from $4,301 million in the first six months of last
year due to a 37% increase in sales volumes and higher average selling prices
for soy commodity products. 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
91% in the first six months of 2003 from the first six months of last year due
to the increased volumes, commodity inventory mark-to-market losses in our
Brazil and Argentine subsidiaries that resulted from the appreciation in the
value of the REAL and PESO, the acquisition of Cereol and higher raw material
and energy costs.
Gross profit decreased 33% in the first six months of 2003 from the first
six months of 2002 due to the increase in cost of goods sold. Agribusiness gross
profit margins were negatively affected by the appreciation in the value of the
Brazilian REAL and Argentine PESO. However, net foreign exchange gains on U.S.
dollar denominated debt financing commodity inventories, included in
non-operating income (expense), almost entirely offset the reduction to gross
profit. Oilseed processing margins were affected by weaknesses in North America
and Western Europe caused by the reduced U.S. soybean crop, weaker domestic soy
meal demand, strong demand for soybeans and weak demand for soy products from
China, and competitive export pressure from South America. To address imbalances
in U.S. supply and demand, we idled two of our U.S. oilseed processing
facilities. The first six months of 2003 gross profit included a $9 million
reduction in allowances for recoverable taxes due to the recovery of certain
receivables compared to a $28 million provision recorded in the first six months
of 2002. SG&A increased 43% in the first six months of 2003 from the first six
months of 2002 primarily due to our acquisition of Cereol, the effects of which
more than offset a non-cash curtailment gain of $11 million relating to a
reduction in post retirement benefit liabilities for employees transferred to
Solae.
23
Income from operations in our agribusiness segment decreased 73% in the
first six months of 2003 from the first six months of last year due primarily to
the lower gross profit.
FERTILIZER SEGMENT
In our fertilizer segment, net sales increased 20% to $701 million in the
first six months of 2003 from $586 million in the first six months of 2002
primarily due to higher average selling prices. Selling prices benefited from
higher international selling prices for imported fertilizers and raw materials,
such as urea, which helped boost local prices as products are priced to import
parity. A strong export market for Brazilian meat products increased demand for
animal nutrient products as animal nutrient sales volumes increased 19%. The
first six months 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 six months of 2002, net sales and sales volumes would
have increased 22% and 5%, respectively. Aggressive farmer planting for a large
second crop and higher average selling prices increased results in the
traditionally weaker first half and helped increase margins. Cost of goods sold
increased 17% in the first six months of 2003 from the first six months of last
year due to higher sales volumes and higher imported raw material costs.
However, the higher costs of imported raw materials were mitigated by
Fosfertil's lower raw material costs since Fosfertil produces urea from raw
materials not linked to international natural gas prices. Approximately 38% of
the raw materials we use to produce the retail fertilizer and nutrient products
are supplied by Fosfertil.
Gross profit increased 30% in the first six months of 2003 from the first
six months of 2002 as a result of higher fertilizer selling prices and volumes.
Excluding Fosfertil's extra month from the first six months 2002, gross profit
would have increased 41%. SG&A decreased 19% primarily due to cost savings
programs, one less month of Fosfertil, lower bad debt expenses and non-recurring
credits relating to Brazilian social health and welfare taxes.
Income from operations increased 71% in the first six months of 2003 from
the first six months of 2002 primarily due to the increase in gross profit and
decrease in SG&A. Excluding Fosfertil's extra month from the first six months of
2002, income from operations would have increased 93%.
EDIBLE OIL PRODUCTS SEGMENT
In our edible oil segment, net sales increased 133% to $1,069 million in
the first six months of 2003 from $459 million in the first six months of 2002
primarily due to significantly increased volumes as a result of the Cereol
acquisition and organic growth in our North and South American operations. Cost
of goods sold increased 127% in the first six months of 2003 from the first six
months of 2002 primarily due to the Cereol acquisition and higher raw material
costs, principally crude soybean oil.
Gross profit increased 183% in the first six months of 2003 from the
first six months of 2002 primarily due to the Cereol acquisition and a recovery
in margins in our North and South American operations. SG&A increased 111% in
the first six months of 2003 from the first six months of last year due to the
Cereol acquisition partially offset by our cost reduction efforts in our South
American operations.
Income from operations increased to $53 million in the first six months
of 2003 from $9 million in the first six months of 2002 primarily due to the
Cereol acquisition and a recovery of margins in North and South America.
MILLING AND BAKING PRODUCTS SEGMENT
In our milling and baking products segment, net sales increased 10% to
$441 million in the first six months of 2003 from $400 million in the first six
months of 2002 due to higher average selling prices for wheat and corn milling
products. The increase in average selling prices was primarily due to higher raw
material costs. Cost of goods sold increased 12% due to higher wheat costs.
Gross profit decreased 7% in the first six months of 2003 from the first
six months of 2002 as a result of the higher raw material costs and weaknesses
in our U.S. bakery mix and frozen bakery operations. SG&A increased 3% in the
first six months of 2003 from the first six months of 2002 due to higher selling
and advertising expenses.
Income from operations decreased 27% in the first six months of 2003 from
the first six months of 2002 as a result of increases in raw material costs and
weaknesses in our U.S. bakery operations.
24
OTHER SEGMENT (SOY INGREDIENTS)
Our soy ingredients business was contributed to Solae, our joint venture
with DuPont, in April and May of 2003. As a result, this segment will no longer
be reported in future quarters, except for historical results presented for
comparative purposes.
NON-OPERATING INCOME (EXPENSE) - NET
A summary of significant non-operating items for the periods indicated
follows.
SIX MONTHS ENDED
JUNE 30,
---------------------
2003 2002
----- -----
(US$ IN MILLIONS)
Interest income .......................................................... $ 58 $ 52
Interest expense ......................................................... (103) (70)
Interest expense on debt financing readily marketable inventories ........ (8) (12)
Foreign exchange gains (losses) .......................................... 77 (84)
Other income ............................................................. 4 8
----- -----
Total .................................................. $ 28 $(106)
===== =====
Interest income increased 12% in the first six months of 2003 from the
first six months of 2002 due to interest income on higher average cash balances.
The first six months 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 assumption of Cereol's debt, partially offset by a
reduction in interest expense due to more efficient use of working capital.
Also, in the latter half of 2002 and May 2003, Bunge issued long-term debt at
relatively higher interest rates to reduce reliance on short-term debt and
finance the current portion of long-term debt coming due. Interest expense on
debt financing readily marketable inventories decreased 33% due to lower average
short-term interest rates.
Foreign exchange gains were $77 million in the first six months of 2003
compared to losses of $84 million in the first six months of last year due to
the 2003 first six months 23% appreciation in the value of the Brazilian REAL
against the U.S. dollar. In contrast, in the second quarter of 2002, the value
of the REAL declined by 18% relative to the U.S. dollar resulting in foreign
exchange losses.
INCOME TAX EXPENSE
Income tax expense increased to $84 million in the first six months of
2003 from $39 million in the first six months of 2002. In the first six months
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 six months of 2003, excluding the
gain on the sale of the Brazilian soy ingredients business, reflects an increase
from the annual 2002 effective tax rate predominantly due to the recent
appreciation in the value of the Brazilian REAL.
MINORITY INTEREST
Minority interest expense increased to $45 million in the second quarter
of 2003 from $34 million in the second quarter of 2002 primarily due to the
increase in income before taxes.
NET INCOME
Net income increased $159 million to $222 million in the first six months
of 2003 from $63 million in the first six months of 2002. Net income for the six
months ended June 30, 2003 was increased by the $111 million, or $1.11 per
share, gain on the sale of the Brazilian soy ingredients business. Excluding the
gain on sale, net income increased $48 million in the first six months of 2003
compared to the first six months of 2002.
Net income in the first six months 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
25
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. At June 30, 2003, our balance sheet continued to show solid liquidity
with a current ratio, defined as current assets divided by current liabilities,
of 1.48. Our current ratio at December 31, 2002 was 1.44. 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 program and various bank facilities and credit lines.
At June 30, 2003, we had $397 million outstanding under our commercial paper
program, which has a maximum available borrowing capacity of $600 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 credit lines, which would be at a higher cost than our
commercial paper. In addition to our commercial paper program, as of June 30,
2003, we had over $700 million of available borrowing capacity under various
credit facilities and credit lines with a number of lending institutions.
Our short-term and long-term debt decreased $308 million from December
31, 2002 primarily due to the $251 million in net proceeds received from the
sale of the Brazilian soy ingredients business and the repayment by Mutual
Investment Limited of the remaining $55 million principal amount of a note owed
to us.
To reduce further reliance on short-term borrowings and finance the
current portion of long-term debt, on May 15, 2003 we completed an offering of
$300 million aggregate principal amount of unsecured senior notes bearing
interest at a rate of 5.875% per year that mature on May 15, 2013. The notes
were issued by our wholly owned subsidiary, Bunge Limited Finance Corp., and are
guaranteed by us. Interest is payable semi-annually in arrears on November 15
and May 15 of each year, commencing on November 15, 2003.
On May 15, 2003, Moody's Investor Services assigned a Baa3 to our $300
million, 5.875% senior unsecured notes and changed the ratings status from
"Stable" to "Outlook Positive." Fitch assigned a BBB corporate rating to Bunge,
and they also changed their rating status from "Stable" to "Outlook Positive."
On May 28, 2003, we entered into a $455 million 364-day revolving credit
facility and a $195 million 3-year revolving credit facility to replace a
EURO 600 million credit facility previously held by a subsidiary, of which $450
million was outstanding at June 30, 2003. This credit facility was entered into
by a subsidiary and is guaranteed by us.
Cash and cash equivalents were $441 million at June 30, 2003 and $470
million at December 31, 2002. Included in our inventories were readily
marketable commodities inventories of $1,949 million at June 30, 2003 and $1,517
million at December 31, 2002.
Shareholders' equity increased to $2,105 million at June 30, 2003 from
$1,472 million at December 31, 2002 as a result of net income of $222 million,
$55 million received from Mutual Investment Limited as a result of the repayment
of a note owed to us, foreign exchange translation gains of $370 million
primarily generated by our European, Brazilian and Argentine subsidiaries and $9
million attributable to the exercise of employee stock options. This increase
was partially offset by dividends paid to shareholders of $20 million and other
comprehensive losses of $3 million.
On July 3, 2003, we sold Lesieur, a French producer of branded bottled
vegetable oils, to Saipol, an oilseed processing joint venture between Bunge and
Sofiproteol. We received in cash $215 million for the sale and the repayment of
Lesieur's intercompany loan due to Cereol at closing of $72 million, and a note
receivable from Sofiproteol of $31 million. The proceeds from the sale were used
to reduce outstanding indebtedness. The note receivable is due July 2009 with
interest payable annually at a rate of 5.55%. We have
26
recorded the assets and liabilities of Lesieur in the amount of $405 million and
$234 million, respectively, as an investment held for sale at June 30, 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 June 30, 2003 and December 31, 2002.
In connection with the Cereol acquisition, we have accrued termination
benefits and facility related exit costs as part of acquisition integration plan
(the "Plan"). The Plan is designed to streamline personnel and close surplus and
unprofitable facilities. These costs, which initially totaled $35 million, have
been accrued as part of the Cereol acquisition purchase price.
CASH FLOWS
In the first six months of 2003, our cash balance decreased $29 million,
reflecting the net impact of cash flows from operating, investing and financing
activities, compared to a $90 million increase in our cash balance in the first
six months of 2002.
Our operating activities generated cash of $216 million in the first six
months of 2003, compared to cash used of $25 million in the first six months of
2002. The increase in net income for the first six months of 2003 compared to
the same period last year and lower inventory purchases due to reluctant farmer
selling in Brazil increased cash flow from operating activities in 2003. The
appreciation in the value of the Brazilian REAL relative to the U.S. dollar
during the first six months of 2003 generated exchange gains on our U.S. dollar
denominated short positions that were unrealized during the first six months of
2003, thus reducing cash flows from operations which partially offset the
increase. Also reflected in the cash flow from operations is the $57 million
paid to McCormick in connection with the settlement agreement relating to the
sale of Ducros.
Cash generated by investing activities was $77 million for the first six
months of 2003, compared to cash used of $157 million in the first six months of
2002. Investments in property, plant and equipment consisted primarily of
additions under our normal capital expenditure plan. In the first six months of
2003, we received net proceeds of $251 million from the sale of our Brazilian
soy ingredients business. We used $23 million to acquire the remaining 2.62% of
Cereol's outstanding shares that we did not already own and, in connection with
the settlement of the Ducros arbitration, we paid an additional purchase price
to Edison and Cereol's former public shareholders of $42 million. In the first
six months 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 $375 million in the first six
months of 2003, compared to cash generated of $298 million in the first six
months of 2002. In the first six months of 2003, we used the net proceeds from
the sale of our Brazilian soy ingredients business and the $300 million
unsecured senior notes issued on May 15, 2003 to reduce borrowings on short-term
debt. Mutual Investment Limited repaid in full the $55 million note owed to us.
Dividends paid during the first six months of 2003 were $20 million. In the
first six months of 2002, we generated cash by selling common shares for net
proceeds of $292 million.
RECENT DEVELOPMENTS
On June 20, 2003, Bunge announced that it has signed a Memorandum of
Understanding with Hindustan Lever to acquire Hindustan Lever's edible oils and
fats business based in Bangalore, India. Hindustan Lever is a 51% owned
subsidiary of the Anglo Dutch multinational Unilever Plc. The acquisition is
subject to customary closing conditions, including the execution of definitive
documents, and is expected to close in the third quarter of 2003.
DIVIDENDS
On May 29, 2003, we announced that our board of directors had declared a
regular quarterly cash dividend of $0.11 per share. The dividend is payable on
August 29, 2003 to shareholders of record on August 15, 2003.
27
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 May 2003, Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 150, ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY (SFAS No. 150).
SFAS No. 150 establishes standards for how a company classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. SFAS No. 150 requires that a company classify a financial instrument,
which is within the scope of SFAS No. 150 as a liability (or an asset in some
circumstances). SFAS No. 150 is effective for financial instruments entered into
or modified after May 31, 2003, and to all other instruments that exist as of
the beginning of the first interim period beginning after June 15, 2003. We are
evaluating the effect, if any, that SFAS No. 150 will have on our consolidated
financial statements.
In April 2003, 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. The adoption of SFAS No.
149 is not expected to have a material impact on our financial position or
results of operations.
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 are evaluating the effect, if any, that FIN 46
will have on our consolidated financial statements. 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. 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.
28
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:
SIX MONTHS ENDED YEAR ENDED
JUNE 30, 2003 DECEMBER 31, 2002
--------------------------------- ---------------------------------
(US$ IN MILLIONS) FAIR VALUE MARKET RISK FAIR VALUE MARKET RISK
----------------- --------------- ---------------- --------------- ----------------
Highest long position .................. $366 $37 $529 $53
Highest short position ................. (51) (5) (10) (1)
Average long position .................. $ 26 $ 3 $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 and transactions
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 swaps and 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 June 30, 2003 and
December 31, 2002. Included in other comprehensive income (loss) are exchange
gains of $123 million in the six months ended June 30, 2003 and exchange losses
of $215 million in the year ended December 31, 2002, related to permanently
invested intercompany loans.
For risk management purposes and to determine the overall level of
hedging required, we further reduce the foreign exchange exposure determined
above by the value of our agricultural commodities inventories. Our agricultural
commodities inventories, because of their international pricing in U.S. dollars,
provide a natural hedge to our currency exposure.
Our net currency position, including cross-currency swaps and currency
options, and our market risk, which is the potential loss from an adverse 10%
change in foreign currency exchange rates, is set forth in the following table.
In addition, we have provided an analysis of our foreign currency exposure after
reducing the
29
exposure for our agricultural commodities inventory. Actual results may differ
from the information set forth below.
AS OF JUNE 30, AS OF DECEMBER 31,
(US$ IN MILLIONS) 2003 2002
----------------- -------------- ------------------
BRAZILIAN OPERATIONS:
Net currency short position, from financial instruments, including derivatives ....... $(631) $(843)
Market risk .......................................................................... (63) (84)
Agricultural commodities inventories ................................................. 582 870
Net currency long position, less agricultural commodities inventories ................ 49 27
Market risk .......................................................................... $ 5 $ 3
ARGENTINE OPERATIONS:
Net currency long position, from financial instruments, including derivatives ........ $ 112 $ 112
Market risk .......................................................................... 11 11
Agricultural commodities inventories ................................................. 60 38
Net currency long position, less agricultural commodities inventories ................ 172 150
Market risk .......................................................................... $ 17 $ 15
INTEREST RATE RISK
In May 2003, Bunge completed an offering of $300 million aggregate
principal amount of unsecured senior notes bearing interest at a rate of 5.875%
per year that mature in May 2013. The notes were issued by Bunge's wholly owned
subsidiary Bunge Limited Finance Corp. and guaranteed by Bunge. Interest is
payable semi-annually in arrears in May and November of each year, commencing in
November 2003. Bunge used the net proceeds of approximately $296 million to
reduce short-term borrowings and finance current portion of long-term debt
coming due. 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
As of June 30, 2003, 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 Exchange Act Rules 13a-15(e) and 15d-15(e)). 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.
30
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: August 13, 2003 By: /s/ William M. Wells
------------------------------
William M. Wells
Chief Financial Officer
/s/ T.K. Chopra
------------------------------
T.K. Chopra
Controller and Principal
Accounting Officer
31
EXHIBIT INDEX
Exhibit 99.1 Certifications of Bunge Limited's Chief Executive Officer
and Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 99.2 Certifications of Bunge Limited's Chief Executive Officer
and Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32