SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2005
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-16625
BUNGE LIMITED
(Exact name of registrant as specified in its charter)
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Bermuda |
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98-0231912 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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50 Main Street, White Plains, New York |
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10606 |
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(Address of principal executive offices) |
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(Zip Code) |
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(914) 684-2800 |
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Registrant’s telephone number, including area code |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ý No o
As of May 2, 2005, the number of common shares issued and outstanding of the registrant was:
Common shares, par value $.01: 110,907,292
BUNGE LIMITED
Table of Contents
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PART I – FINANCIAL INFORMATION |
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Item 1 – Financial Statements |
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Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2005 and 2004 |
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Condensed Consolidated Balance Sheets at March 31, 2005 and December 31, 2004 |
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Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004 |
4 |
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Notes to the Condensed Consolidated Financial Statements |
5 |
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Cautionary Statement Regarding Forward-Looking Statements |
16 |
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Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations |
16 |
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Item 3 – Quantitative and Qualitative Disclosures about Market Risk |
24 |
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Item 4 – Controls and Procedures |
27 |
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PART II – OTHER INFORMATION |
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Item 1 – Legal Proceedings |
28 |
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Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds |
28 |
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Item 3 – Defaults Upon Senior Securities |
28 |
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Item 4 – Submission of Matters to a Vote of Security Holders |
28 |
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Item 5 – Other Information |
28 |
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Item 6 – Exhibits |
28 |
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Signatures |
29 |
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Exhibit Index |
E-1 |
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1
PART I – FINANCIAL INFORMATION
BUNGE LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(United States Dollars in Millions, except per share data)
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Three Months Ended |
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2005 |
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2004 |
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Net sales |
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$ |
5,451 |
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$ |
5,739 |
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Cost of goods sold |
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(5,066 |
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(5,374 |
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Gross profit |
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385 |
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365 |
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Selling, general and administrative expenses |
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(196 |
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(178 |
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Interest income |
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23 |
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16 |
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Interest expense |
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(57 |
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(52 |
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Foreign exchange losses |
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(16 |
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(16 |
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Other income (expense)-net |
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18 |
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11 |
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Income from operations before income tax and minority interest |
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157 |
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146 |
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Income tax expense |
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(44 |
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(58 |
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Income from operations before minority interest |
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113 |
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88 |
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Minority interest |
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(15 |
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(18 |
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Net income |
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$ |
98 |
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$ |
70 |
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Earnings per common share – basic (Note 15): |
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Net income per share |
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$ |
0.88 |
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$ |
0.70 |
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Earnings per common share – diluted (Note 15): |
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Net income per share |
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$ |
0.82 |
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$ |
0.65 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
BUNGE LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(United States Dollars in Millions, except share data)
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March 31, |
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December 31, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
339 |
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$ |
432 |
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Trade accounts receivable (less allowance of $137 and $133) |
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1,799 |
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1,928 |
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Inventories (Note 3) |
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2,866 |
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2,636 |
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Deferred income taxes |
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106 |
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95 |
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Other current assets (Note 5) |
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1,660 |
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1,577 |
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Total current assets |
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6,770 |
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6,668 |
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Property, plant and equipment, net |
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2,550 |
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2,536 |
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Goodwill (Note 6) |
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166 |
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167 |
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Other intangible assets (Note 7) |
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170 |
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156 |
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Investments in affiliates |
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577 |
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564 |
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Deferred income taxes |
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260 |
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273 |
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Other non-current assets |
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557 |
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543 |
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Total assets |
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$ |
11,050 |
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$ |
10,907 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Short-term debt |
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$ |
661 |
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$ |
541 |
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Current portion of long-term debt |
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144 |
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140 |
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Trade accounts payable |
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1,839 |
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1,898 |
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Deferred income taxes |
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38 |
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38 |
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Other current liabilities (Note 8) |
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1,170 |
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1,285 |
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Total current liabilities |
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3,852 |
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3,902 |
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Long-term debt |
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2,728 |
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2,600 |
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Deferred income taxes |
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221 |
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232 |
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Other non-current liabilities (Note 12) |
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541 |
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518 |
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