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
November 3, 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
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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
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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, 333-107376,
333-108441 and 333-109309), as amended, and the Registration Statement on Form
F-4 (Registration Statement No. 333-108462), 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, 333-76938 and 333-109446) 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Act of 1933, to the extent not superseded by documents or reports subsequently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.
The following is a summary of the unaudited consolidated results of Bunge
Limited for the third quarter of 2003 and the nine month period ended September
30, 2003. These results include Cereol, which was acquired by Bunge in October
2002.
Third Quarter Results
Overview. Bunge Limited reported third quarter 2003 net income of $89 million,
or fully diluted earnings per share (EPS) of $0.88, compared to net income of
$95 million, or fully diluted EPS of $0.95, in the third quarter of 2002. For
the third quarter of 2003, compared to the same period last year, volumes grew
35% to 29 million metric tons and net income decreased 6% to $89 million.
Robust earnings in Bunge's fertilizer and food products divisions helped offset
weakness in its agribusiness division, particularly in oilseed processing, where
profitability suffered as a result of the reduced supply of raw materials due to
short 2002/2003 crops and a sharp reduction in the outlook for the 2003/2004
U.S. soybean harvest. Results in the fertilizer division improved due to
increased sales of fertilizer and raw materials and higher selling prices.
Fertilizer selling prices rose due to higher international raw material prices.
Results in the food products division strengthened primarily due to the Cereol
acquisition and margin improvements in the Brazilian edible oils business.
Bunge's results for the third quarter of 2002 benefited significantly from the
effects of a 27% devaluation of the Brazilian real on local currency operating
expenses.
Agribusiness. Sales volumes for the quarter ended September 30, 2003 increased
42%, and gross profit decreased 54%, or $181 million, from the same period last
year in Bunge's agribusiness division. Income from operations in Bunge's
agribusiness division decreased 75%, or $213 million, to $71 million. A
reduction in foreign exchange losses on U.S. dollar denominated debt financing
commodity inventories, included in non-operating income (expense)-net,
substantially offset the reduction in income from operations. Sales volumes
increased in grain origination, oilseed processing and international marketing
due to the Cereol acquisition and increased sales to Asia and Europe. Margins in
North America and Western Europe were adversely affected by the reduced supply
of raw materials due to short 2002/2003 crops and reduced capacity utilization.
In addition, a sharp reduction in the outlook for the 2003/2004 U.S. soybean
harvest decreased the effectiveness of the company's hedging strategy. Over a
period of only one month, market expectations changed dramatically from
anticipating one of the largest U.S. soybean crops ever, to one of the smallest
in recent years. The change in crop outlook, which caused substantial price
volatility, was due to hot and dry conditions during the critical period for
soybean pod formation. Margins in South America returned to more normal levels
from the higher margins experienced in the third quarter of last year.
Fertilizer. Sales volumes for the quarter ended September 30, 2003 increased
10%, and gross profit increased 27%, or $27 million, from the same period last
year in Bunge's fertilizer division. Income from operations in Bunge's
fertilizer division increased 18%, or $13 million, to $85 million, a record for
this segment. Sales of retail
fertilizer products were robust, as South American farmers increased their
acreage in reaction to higher soybean prices. Animal nutrient sales volumes
benefited from a strong export market for Brazilian meat products. Average
selling prices also increased as international prices for raw materials rose and
products are priced to import parity.
Food Products. Sales volumes for the quarter ended September 30, 2003 increased
29%, and gross profit increased 38%, or $22 million, from the same period last
year in Bunge's food products division. Income from operations in Bunge's food
products division increased 43%, or $9 million, to $30 million, reflecting
improved results in both the edible oil and milling and baking products
segments. Results in the edible oil products segment rose due to the acquisition
of Cereol and higher margins in Bunge's margarines and mayonnaise business in
Brazil. In Brazil, new branding and packaging strategies, as well as cost
cutting and portfolio rationalization measures, drove this improvement.
Saipol. On July 3, 2003, Bunge completed the sale of Lesieur to Saipol, Bunge's
existing joint venture with Sofiproteol (the financial arm of the French oilseed
farmers' association). Bunge received (euro)211 million (approximately $240
million) in cash and repayment of Lesieur intercompany debt owed to Cereol at
closing. Bunge used the net cash proceeds from this transaction to reduce
outstanding indebtedness.
Income from operations. Income from operations decreased 50% to $181 million for
the quarter ended September 30, 2003 from $364 million in the same period in
2002. Income from operations for the quarter ended September 30, 2003 does not
reflect adjustments for net interest income allocated to working capital of $1
million or foreign exchange losses allocated to working capital of $10 million.
Income from operations for the quarter ended September 30, 2003 does not reflect
adjustments for net interest expense allocated to working capital of $18 million
or foreign exchange losses allocated to working capital of $135 million.
Non-Operating Income (Expense) -Net.
Non-operating income (expense) - net consisted of:
Quarter Ended
(US$ in millions) September 30,
---------------- ----------------
2003 2002
------ ------
Interest income $ 46 $ 19
Interest expense (54) (33)
Interest expense on debt financing readily
marketable inventories (3) (9)
Foreign exchange gains (losses) (1) (159)
Other income -- 5
----- -----
Total non-operating income (expense) - net $ (12) $(177)
===== =====
Non-operating Income (expense) - net improved by $165 million from an expense of
$177 million to $12 million, primarily due to a decrease in foreign exchange
losses in Brazil on U.S. dollar denominated debt. The Brazilian real devalued 2%
against the U.S. dollar in the third quarter of 2003, compared to a devaluation
of 27% in the same period last year. Partially offsetting the improvement was
higher interest expense on
increased debt incurred to acquire Cereol and debt assumed in the acquisition.
Also, in the latter half of 2002 and May 2003, Bunge issued long-term debt at
relatively higher interest rates to reduce its reliance on short-term debt and
finance the current portion of long-term debt coming due. Interest income
increased primarily due to higher levels of invested cash.
Net Income. Net income decreased to $89 million in the third quarter of 2003
from $95 million in the third quarter of 2002. Net income in the third quarter
of 2003 included a non-cash gain, net of tax, of $11 million relating to the
curtailment of certain postretirement benefit plans.
Nine Month Results
Overview. Sales volumes increased 34%, and gross profit decreased 10% in the
nine months ended September 30, 2003, over the same period last year. Income
from operations decreased 20% to $504 million. Income from operations included a
$111 million gain on the sale of Bunge's Brazilian soy ingredients business to
The Solae Company, Bunge's joint venture with DuPont. Agribusiness segment
income from operations decreased from last year, primarily due to inventory
mark-to-market losses in South America that resulted from the appreciation of
the Brazilian real and Argentine peso. Substantially offsetting these losses
were increases in net foreign exchange gains on U.S. dollar denominated debt
financing commodity inventories, which are included in non-operating income
(expense)-net. Weakness in North American and Western European oilseed
processing margins and a return to more normal margins in South America also
contributed to the decrease. Growth in international marketing continued with a
29% increase in volumes. The fertilizer segment benefited from better margins in
all business lines due to higher selling prices. Results in the food products
division exceeded last year, primarily due to the inclusion of Cereol's
operations in this division and margin improvements in Bunge's margarines and
mayonnaise business in Brazil.
Income from operations. Income from operations decreased 20% to $504 million for
the nine months ended September 30, 2003 from $629 million in the same period in
2002. Income from operations for the nine months ended September 30, 2003 does
not reflect adjustments for net interest expense allocated to working capital of
$38 million or foreign exchange gains allocated to working capital of $54
million. Income from operations for the nine months ended September 30, 2003
includes the $111 million gain on the sale of Bunge's Brazilian soy ingredients
business. Income from operations for the nine months ended September 30, 2002
does not reflect adjustments for net interest expense allocated to working
capital of $52 million or foreign exchange losses allocated to working capital
of $211 million.
Non-Operating Income (Expense) - Net.
Non-operating income (expense) - net consisted of:
Nine Months Ended
(US$ in millions) September 30,
---------------- ------------------
2003 2002
-------- --------
Interest income $ 104 $ 71
Interest expense (157) (103)
Interest expense on debt financing readily
marketable inventories (11) (21)
Foreign exchange gains (losses) 76 (243)
Other income 4 13
----- -----
Total non-operating income (expense) - net $ 16 $(283)
===== =====
Non-operating income (expense) - net, improved by $299 million, from an expense
of $283 million to income of $16 million, primarily due to foreign exchange
gains in Brazil on the company's U.S. dollar denominated debt. The Brazilian
real appreciated 21% against the U.S. dollar in the first nine months of 2003
versus a devaluation of 40% in the same period last year. Partially offsetting
the improvement was higher interest expense on increased debt incurred to
acquire Cereol and debt assumed in the acquisition. Interest income increased
primarily due to higher levels of invested cash.
Net Income. Net income for the nine months ended September 30, 2003, increased
to $311 million from $158 million for the nine months ended September 30, 2003,
primarily due to the $111 million, or $1.10 per fully diluted share, gain on the
sale of the Brazilian soy ingredients business and improved earnings from the
fertilizer and food products divisions.
Net income for the nine months ended September 30, 2003, also benefited from
non-cash gains, net of tax, of $17 million, or $0.17 per fully diluted share,
relating to curtailment of certain of the company's postretirement benefit
plans. Net income for the same nine-month period in 2002 was increased by $15
million, or $0.16 per fully diluted share, as a result of tax credits relating
to refunds of prior years' taxes and reversals of deferred tax asset valuation
allowances.
In 2002, Bunge recorded a goodwill impairment charge of $14 million, net of tax,
as a cumulative effect of change in accounting principles, resulting from the
adoption of SFAS No. 142, Goodwill and Other Intangibles, and a $9 million
charge, net of tax, resulting from the adoption of SFAS No. 143, Accounting for
Asset Retirement Obligations.
Total Debt. Total debt, which includes short-term debt, current maturities of
long-term debt and long-term debt, at September 30, 2003, decreased $816 million
to $2,587 million from December 31, 2002 primarily due to cash flow from
operations and the net proceeds of $491 million received on the sales of Bunge's
Brazilian soy ingredients business to The Solae Company and Lesieur to Saipol
used to reduce outstanding indebtedness.
Bunge had $501 million in cash and cash equivalents and $14 million in
marketable securities at September 30, 2003. At December 31, 2002, Bunge had
$470 million in cash and cash equivalents and $12 million in marketable
securities. In addition, Bunge had $1,563 million of readily marketable
inventories at September 30, 2003. At December 31, 2002, Bunge had $1,517
million in readily marketable inventories. Readily marketable inventories are
agricultural inventories that are readily convertible to cash because of their
commodity characteristics, widely available markets and international pricing
mechanisms.
Cautionary Statement Concerning Forward-Looking Statements
This press release 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;
agricultural, economic and political conditions in the primary markets where we
operate; and other economic, business, competitive and/or regulatory factors
affecting our business generally. 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.
Summary of Results
(In millions, except volumes, per share data and percentages)
--------------------------------------------------------------------------------
Quarter Ended
-------------------------------- Percent
09/30/2003 09/30/2002 Change
-------------- -------------- -----------
Volumes (in thousands of metric tons) 28,952 21,374 35%
Net sales $ 5,826 $ 3,603 62%
Gross profit 364 496 (27)%
Income from operations 181 364 (50)%
Non-operating income (expense) - net (12) (177) (93)%
Income tax expense (47) (65) (28)%
Income before minority interest 122 122 -%
Minority interest (33) (27) 22%
Net income $ 89 $ 95 (6)%
Earnings per common share - basic:
Net income per share $ .89 $ .96 (7)%
Weighted average number of shares outstanding 99,812,000 99,250,814
Earnings per common share - diluted:
Net income per share $ .88 $ .95 (7)%
Weighted average number of shares outstanding 101,223,850 100,017,645
Summary of Results
(In millions, except volumes, per share data and percentages)
--------------------------------------------------------------------------------
Nine Months Ended
-------------------------------- Percent
09/30/2003 09/30/2002 Change
-------------- -------------- -----------
Volumes (in thousands of metric tons) 79,790 59,500 34%
Net sales $15,936 $9,390 70%
Gross profit 898 1,000 (10)%
Income from operations (1) 504 629 (20)%
Non-operating income (expense) - net 16 (283) (106)%
Income tax expense (131) (104) 26%
Income before minority interest 389 242 61%
Minority interest (78) (61) 28%
Income before cumulative effect of change in
accounting principles 311 181 72%
Cumulative effect of change in accounting
principles, net of tax of $6 (2002) (2) - (23)
Net income $ 311 $ 158 97%
Earnings per common share - basic:
Income before cumulative effect of change in
accounting principles $ 3.12 $ 1.91 63%
Cumulative effect of change in accounting
principles (2) - (.24)
------------- ------------
Net income per share $ 3.12 $ 1.67 87%
============= ============
Weighted average number of shares outstanding 99,699,001 94,743,716
Earnings per common share - diluted:
Income before cumulative effect of change in
accounting principles $ 3.08 $ 1.90 62%
Cumulative effect of change in accounting
principles (2) - (.25)
------------- ------------
Net income per share $ 3.08 $ 1.65 87%
============= ============
Weighted average number of shares outstanding 100,878,968 95,525,329
--------------------------------------------------------------------------------
(1) Income from operations for the nine months ended September 30, 2003,
includes a $111 million gain on the sale of Bunge's Brazilian soy
ingredients business to The Solae Company.
(2) Effective January 1, 2002, Bunge adopted SFAS No. 142, Goodwill and Other
Intangibles. As a result of the SFAS No. 142 adoption, in the first quarter
of 2002, Bunge recorded a charge of $14 million, net of tax, representing a
write-off of goodwill in the milling and baking products segment, as a
cumulative effect of a change in accounting principle. Effective January 1,
2002, Bunge adopted SFAS No. 143, Accounting for Asset Retirement
Obligations. As a result of the early adoption of SFAS No. 143, Bunge
recorded a cumulative effect of a change in accounting principle charge of
$9 million, net of tax.
Segment Results
(In millions, except volumes and percentages)
--------------------------------------------------------------------------------
Bunge Limited and Consolidated
Subsidiaries Cereol (2)
Quarter Ended Quarter Ended
--------------------------------- Percent --------------
09/30/2003 09/30/2002 Change 09/30/2003
--------------- ---------------- ------- ----------
Volumes (in thousands of metric tons)
Agribusiness 23,185 16,349 42% 2,765
Fertilizer 4,065 3,708 10% -
Edible Oil Products 769 401 92% 342
Milling and Baking Products (1) 933 882 6% -
Other (1) - 34 (100)% -
--------------- ---------------- --------------
Food Products 1,702 1,317 29% 342
--------------- ---------------- --------------
Total 28,952 21,374 35% 3,107
=============== ================ ==============
Gross Profit
Agribusiness $ 157 $ 338 (54)% $ 30
Fertilizer 127 100 27% -
Edible Oil Products 54 21 157% 26
Milling and Baking Products (1) 26 27 (4)% -
Other (1) - 10 (100)% -
--------------- ---------------- --------------
Food Products 80 58 38% 26
--------------- ---------------- --------------
Total $ 364 $ 496 (27)% $ 56
=============== ================ ==============
Income from Operations
Agribusiness $ 71 $ 284 (75)% $ 12
Fertilizer 85 72 18% -
Edible Oil Products 18 2 800% 6
Milling and Baking Products (1) 12 10 20% -
Other (1) - 9 (100)% -
--------------- ---------------- --------------
Food Products 30 21 43% 6
--------------- ---------------- --------------
Unallocated (5) (13) -
--------------- ---------------- --------------
Total $ 181 $ 364 (50)% $ 18
=============== ================ ==============
Depreciation, Depletion and Amortization
Agribusiness $ 19 $ 16
Fertilizer 15 13
Edible Oil Products 5 3
Milling and Baking Products (1) 4 4
Other (1) - 2
--------------- ----------------
Food Products 9 9
--------------- ----------------
Total $ 43 $ 38
=============== ================
--------------------------------------------------------------------------------
(1) 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 consisted of soy ingredients until its
assets were sold in May 2003 to The Solae Company, Bunge's joint venture
with DuPont. Third quarter 2002 amounts have been reclassified to reflect
this change.
(2) Effective October 2002, Cereol is a consolidated subsidiary of Bunge, and
its results of operations are included in Bunge's consolidated results of
operations for the quarter ended September 30, 2003. Cereol's volume, gross
profit and income from operations by segment, as prepared under U.S. GAAP,
are being presented separately for informational purposes only.
Segment Results
(In millions, except volumes and percentages)
--------------------------------------------------------------------------------
Bunge Limited and Consolidated Cereol (2)
Subsidiaries Nine Months
Nine Months Ended Ended
--------------------------------- Percent --------------
09/30/2003 09/30/2002 Change 09/30/2003
--------------- ---------------- ------- ----------
Volumes (in thousands of metric tons)
Agribusiness 66,192 47,642 39% 8,757
Fertilizer 8,343 7,999 4% -
Edible Oil Products 2,451 1,150 113% 1,272
Milling and Baking Products (1) 2,664 2,616 2% -
Other (1) 140 93 51% 105
--------------- ---------------- ---------------
Food Products 5,255 3,859 36% 1,377
--------------- ---------------- ---------------
Total 79,790 59,500 34% 10,134
=============== ================ ===============
Gross Profit
Agribusiness $ 350 $ 624 (44)% $ 65
Fertilizer 275 214 29% -
Edible Oil Products 187 68 175% 110
Milling and Baking Products (1) 68 72 (6)% -
Other (1) 18 22 (18)% 8
--------------- ---------------- ---------------
Food Products 273 162 69% 118
--------------- ---------------- ---------------
Total $ 898 $ 1,000 (10)% $183
=============== ================ ===============
Income from Operations
Agribusiness $ 121 $ 470 (74)% $ 13
Fertilizer 191 134 43% -
Edible Oil Products 71 11 545% 42
Milling and Baking Products (1) 23 25 (8)% -
Other (1) 11 17 (35)% 4
--------------- ---------------- ---------------
Food Products 105 53 98% 46
--------------- ---------------- ---------------
Gain on Sale of Soy Ingredients 111 - -
Unallocated (24) (28) -
--------------- ---------------- ---------------
Total $ 504 $ 629 (20)% $ 59
=============== ================ ===============
Depreciation, Depletion and Amortization
Agribusiness $ 66 $ 45
Fertilizer 41 45
Edible Oil Products 14 12
Milling and Baking Products (1) 12 9
Other (1) - 7
--------------- ----------------
Food Products 26 28
--------------- ----------------
Total $ 133 $ 118
=============== ================
--------------------------------------------------------------------------------
(1) 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 consisted of soy ingredients until its
assets were sold in May 2003 to The Solae Company, Bunge's joint venture
with DuPont. The first nine months of 2002 amounts have been reclassified to
reflect this change.
(2) Effective October 2002, Cereol is a consolidated subsidiary of Bunge, and
its results of operations are included in Bunge's consolidated results of
operations for the nine months ended September 30, 2003. Cereol's volume,
gross profit and income from operations by segment, as prepared under U.S.
GAAP, are being presented separately for informational purposes only.
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: November 3, 2003 By: /s/ William M. Wells
------------------------------
William M. Wells
Chief Financial Officer