UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
for the fiscal year ended December 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
for the transition period from to
Commission File Number: 1-16625
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Bunge Savings Plan
c/o Bunge North America, Inc.
11720 Borman Drive
St. Louis, Missouri 63146
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Bunge Limited
50 Main Street
White Plains, NY 10606
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BUNGE SAVINGS PLAN
TABLE OF CONTENTS
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Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31,
2004 and 2003 4
Statements of Changes in Net Assets Available for Benefits for the
Years Ended December 31, 2004 and 2003 5
Notes to Financial Statements 6-9
SUPPLEMENTAL SCHEDULE:
Form 5500, Schedule H, Part IV, Line 4i-Schedule of Assets
(Held at End of Year), December 31, 2004 10
Signature Page 11
Exhibit Index 12
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All other schedules required by Section 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 have been omitted because they are not applicable.
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Bunge Savings Plan:
We have audited the accompanying financial statements of the Bunge Savings Plan
(the "Plan") as of December 31, 2004 and 2003, and the related statements of
changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Plan's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2004 and 2003, and the changes in net assets available for benefits for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
Table of Contents is presented for the purpose of additional analysis and is not
a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plan's management.
Such supplemental schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
/s/ Deloitte & Touche LLP
St. Louis, Missouri
June 29, 2005
3
BUNGE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2004 AND 2003
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2004 2003
---- ----
Investments--At fair value:
Mutual funds $3,096,282 $2,505,382
Common collective trusts 923,160 -
Interest in Bunge Limited common shares 128,804 88,449
Participant loans 85,012 -
----------- ----------
Total investments 4,233,258 2,593,831
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CONTRIBUTIONS RECEIVABLE:
Participants 12,825 -
Employer group 301 -
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Total contributions receivable 13,126 -
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PLAN TRANSFERS PAYABLE (27,637) -
----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $4,218,747 $2,593,831
=========== ==========
See notes to the financial statements.
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4
BUNGE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
----------------------------------------------------------- ------------------- ----------------
2004 2003
---- ----
ADDITIONS TO NET ASSETS:
Investment income--interest $ 9,222 $ 2,177
Investment income--dividends 71,029 26,537
Participants' contributions 606,597 559,276
Other contributions 2,613 -
Employer contributions 15,508 54,962
Rollovers - 44,255
Asset transfers (Note 10) 1,925,841 -
Net appreciation in value of investments 258,593 419,163
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Total 2,889,403 1,106,370
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DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants 238,982 181,216
Plan transfers (Note 9) - 45,050
Asset transfers (Note 10) 1,017,605 -
Expenses 7,900 290
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Total 1,264,487 226,556
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INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 1,624,916 879,814
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NET ASSETS AVAILABLE FOR BENEFITS--Beginning of year 2,593,831 1,714,017
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NET ASSETS AVAILABLE FOR BENEFITS--End of year $4,218,747 $2,593,831
============== =============
See notes to the financial statements.
5
BUNGE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The Bunge Savings Plan (the "Plan") (formerly the Bunge North America, Inc.
Savings Plan) was established as of April 1, 1996. The Plan was amended
effective January 1, 2004 to change the Plan name to the Bunge Savings
Plan, transfer assets attributable to non-union participants in the Plan to
the Bunge Retirement Savings Plan (formerly known as the Bunge North
America, Inc. Profit Sharing Plan) and transfer the assets of the Central
Soya 401(k) Plan for Hourly Employees ("CSY Plan") to the Plan and master
trust. The Plan was further amended to provide that Plan provisions
applicable to participants in the CSY Plan are set forth in a separate
subplan known as Supplement A to the Plan, which constitutes a separate
plan solely for purposes of the Employee Retirement Income Security Act of
1974 ("ERISA"). Plan assets attributable to the subplan covering Supplement
A participants may only be used to pay benefits for Supplement A
participants, and trust assets attributable to the subplan covering the
remaining participants may only be used to pay benefits for such
participants. Significant accounting policies followed by the Plan are as
follows.
Basis of Accounting--The financial statements of the Plan have been
prepared in accordance with accounting principles generally accepted in the
Unites States of America.
Investments--Investments in Bunge Limited common shares, common collective
trusts and mutual funds are stated at fair value which is based on quoted
market prices. Purchases and sales of investments are accounted for on the
trade date. Interest and dividend income is recorded when earned. Earnings
on investments are allocated to participants based on account balances.
Use of Estimates--The preparation of financial statements in accordance
with accounting principles generally accepted in the United States of
America requires Plan management to make estimates and assumptions that
affect the reported amounts of net assets available for benefits and
changes therein. Actual results could differ from those estimates.
The Plan invests in various securities including common stock and mutual
funds. Investment securities, in general, are exposed to various risks,
such as interest rate, credit, and overall market volatility. Due to the
level of risk associated with certain investment securities, it is
reasonably possible that changes in the values of investment securities
will occur in the near term and that such changes could materially affect
the amounts reported in the financial statements.
2. PLAN DESCRIPTION
The Plan is a defined contribution plan and is administered by the Savings
Plan Committee (the "Committee") appointed by the Board of Directors of
Bunge North America, Inc. (the "Company"). The Company has appointed
CitiStreet as recordkeeper and State Street Bank and Trust Company ("State
Street") to serve as Trustee of the Plan. The Plan is designed to qualify
under Section 401(k) of the Internal Revenue Code ("IRC"). The descriptions
of Plan terms in the following notes to financial statements are provided
for general information purposes only and are qualified in their entirety
by reference to the Plan. Participants should refer to the Plan document
for more complete information. All regular hourly employees, whose terms
and conditions of employment are subject to a collective bargaining
agreement that bargained to participate in the Plan, are eligible
participants. Individual accounts are maintained for each Plan participant.
The two subplans are subject to the provisions of ERISA.
3. CONTRIBUTIONS AND WITHDRAWALS
Contribution limits for participants are based on their respective
collective bargaining agreements. The total amount which a participant
could elect to contribute to the Plan on a pre-tax basis in 2004 could not
exceed $13,000 ($12,000 in 2003). However in 2004 and 2003, if a
participant reached age 50 by December 31 of that year, they were able to
contribute an additional $3,000 and $2,000 "catch up"
6
contribution, respectively, to the Plan on a pre-tax basis.
The contribution amounts and allocation between pre-tax and post-tax basis
of participants are subject to Internal Revenue Service discrimination
tests.
The employer match for participant contributions, if any, is subject to
their collective bargaining agreements. Such matching contributions are
credited to individual participants' accounts, and vest at a rate of 20%
per year and become 100% vested following five years of continuous service.
Participants will forfeit any non-vested portion of their account balance
upon (i) leaving the Company's employment for any reason other than normal
retirement, permanent disability, or death or (ii) the termination of the
Plan. Any such forfeited amounts are redistributed to continuing
participants in the manner specified in the Plan.
Upon entry into the Plan, participants may elect from a number of
investment alternatives for their contributions. Employer matching
contributions are allocated to participants based upon the contribution
allocation among investment alternatives elected by the participants.
Thereafter, contributions may be reallocated by the participant among all
investment alternatives.
Participants may not withdraw pre-tax contributions except as provided for
hardship withdrawals or age 59 1/2 withdrawals permitted by the Plan.
Following normal retirement, participants must withdraw their entire
account balances in a lump sum or any other form of payment which is
allowed by the Plan.
Effective April 1, 2001, the Plan was amended to allow participants the
option of making qualified (as defined by the Plan document and the IRC)
rollover contributions into the Plan.
4. PARTICIPANT LOANS
Supplement A participants may borrow from their fund accounts a minimum of
$1,000 up to a maximum of the lesser of $50,000 or 50% of their vested
account balance. Loan terms range from one to five years with the exception
of loans for the purchase of a primary residence, which may have a longer
term. The loans are secured by the balance in the participant's account and
bear interest at rates commensurate with the prevailing interest rate
charged on similar commercial loans by lending institutions as determined
by the plan administrator. Loan payments, including interest due, are paid
ratably through payroll deductions. Participant loans are valued at the
outstanding loan balance.
5. PLAN TERMINATION
The Company expects and intends to continue the Plan indefinitely but
reserves the right to discontinue its contributions at any time or to
terminate the Plan at any time subject to the provisions of ERISA. Upon
such Plan termination, participants will become 100% vested in their
accounts.
6. TAX STATUS
The Internal Revenue Service has determined and informed the Plan
administrator by a letter, dated February 18, 2003, that the Plan and
related trust are designed in accordance with applicable sections of the
IRC. The Plan has been amended subsequent to the applicable date of that
letter (see Note 1). The Plan administrator believes that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the IRC and the Plan and related trust continue to be tax
exempt. Accordingly, no provision for income taxes has been recorded in the
Plan's financial statements.
7. RELATED PARTY TRANSACTIONS
Certain of the Plan's investments are invested in shares of funds offered
by the Trustee. Therefore, these transactions qualify as exempt
party-in-interest transactions. Such investments as of December 31, 2004
are disclosed on the supplemental schedule of assets held for investment
purposes.
Personnel and facilities of the Company have been used by the Plan for its
accounting and other activities at no charge to the Plan. Expenses incurred
in connection with administrative fees are paid out of the
7
balance of participant accounts.
8. INVESTMENTS
The following investments represent 5% or more of net assets available for
benefits at December 31, 2004 and 2003:
2004 2003
---- ----
Fidelity Capital Appreciation Fund $ 982,050 $ -
SSgA Money Market Fund 649,273 -
SSgA S&P 500 Index Fund 603,135 -
Fidelity Magellan Fund 496,561 -
Fidelity Dividend Growth Fund 403,295 -
Putnam New Opportunities Fund - 910,089
Vanguard Institutional Index Fund - 749,668
PIMCO Total Return Fund 264,867 332,364
Putnam Money Market Fund - 350,513
The net appreciation in fair value, including realized gains and losses,
for each class of investments as presented on the statement of net assets
available for benefits for the years ended December 31, 2004 and 2003 is as
follows:
2004 2003
---- ----
Mutual funds $130,595 $402,487
Common collective trusts 84,540 -
Bunge Limited common shares (1) 43,458 16,676
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Net appreciation in value of investments $258,593 $419,163
======== ========
(1) Beginning in January 2002, the Plan allowed for participants to
invest in Bunge Limited common shares. Bunge Limited is the parent
company of the sponsoring employer. The Plan held 2,150 and 2,687
common shares of Bunge Limited at December 31, 2004 and 2003,
respectively. During 2004 and 2003, the Plan recorded dividend income
of $1,192 and $657, respectively, and net appreciation in fair value
of $43,458 and $16,676, respectively, from Bunge Limited common
shares.
9. PLAN TRANSFERS
Certain Plan participants also had accounts in another defined contribution
plan sponsored by the Company or a company within the same control group.
Plan transfers included in the statements of changes in net assets
available for benefits reflect transfers made to combine multiple
participant accounts into each participant's active account. In addition,
if a change in a participant's employment classification occurs during a
Plan year (for example, transfer from union to non-union classification),
the assets related to such participant would be transferred to the
applicable plan within the control group for such participant's new
employment status. Such transfer will be made within a reasonable period of
time following the change in employment classification. Timing of such
transfers may, from time-to-time, result in Plan payables or receivables in
the respective plans.
10. ASSET TRANSFERS
Effective January 1, 2004, based on the closing market value as of December
31, 2003, the assets and liabilities of the CSY Plan transferred to the
Plan. Fidelity Management Trust Company ("Fidelity") was terminated as
recordkeeper and Trustee of the assets related to the CSY Plan and State
Street was named as the successor Trustee. CitiStreet was named as
successor recordkeeper. The market value of the assets transferred from
Fidelity to CitiStreet was as follows:
8
Cash $ 809,418
PIMCO Total Return Fund 41,345
Fidelity Magellan Fund 413,489
Fidelity Capital Appreciation Fund 156,497
Fidelity Dividend Growth Fund 38,668
Fidelity Managed Income Portfolio Fund 421,468
Loan Fund 44,956
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Total $1,925,841
==========
Each Fund's assets were transferred to a comparable investment fund at
CitiStreet. PIMCO Total Return Fund assets were transferred to the PIMCO Total
Return Fund. Fidelity Magellan Fund assets were transferred to the Fidelity
Magellan Fund. Fidelity Capital Appreciation Fund assets were transferred to the
Fidelity Capital Appreciation Fund. Fidelity Dividend Growth Fund assets were
transferred to the Fidelity Dividend Growth Fund. Fidelity Managed Income
Portfolio Fund assets were transferred to the SSgA Money Market Fund. Loan
assets were transferred to the CitiStreet Loan Fund.
Additionally, effective January 1, 2004, based on the closing market value as of
December 31, 2003, the assets and liabilities of the non-union employees of the
Plan transferred to the Bunge Retirement Savings Plan. Putnam Trust Company
("Putnam") was terminated as recordkeeper and Company representatives resigned
as Trustees of the assets related to the non-union participants of the Plan and
State Street was named as the successor Trustee. CitiStreet was named as
successor recordkeeper. The market value of the assets transferred from Putnam
to CitiStreet was as follows:
Putnam New Opportunities Fund $ 313,036
Putnam Investors Fund 45,436
Legg Mason Value Institutional Portfolio Fund 14,691
American Funds New Perspective Fund 2,017
Oppenheimer Capital Appreciation Fund 1,088
Wellington Trust Company II Core Equity Fund 292
Vanguard Institutional Index Fund 233,486
Putnam Money Market Fund 201,943
Bunge Limited Company Stock Fund 47,783
PIMCO Total Return Fund 157,833
-----------
Total $1,017,605
===========
Each fund's assets were transferred to a comparable investment fund at
CitiStreet. Bunge Limited Company Stock Fund assets were transferred to the
Bunge Limited Company Stock Fund. PIMCO Total Return Fund assets were
transferred to the PIMCO Total Return Fund. Putnam New Opportunities Fund assets
were transferred to the Fidelity Capital Appreciation Fund. Putnam Investors
Fund assets were transferred to the Fidelity Magellan Fund. Legg Mason Value
Institutional Portfolio Fund assets were transferred to the Legg Mason Value
Fund. American Funds New Perspectives Fund assets were transferred to the
American Funds New Perspectives Fund. Oppenheimer Capital Appreciation Fund
assets were transferred to the Oppenheimer Capital Appreciation Fund. Wellington
Trust Company CIF US Equity Fund assets were transferred to the Wellington US
Core Equity Fund. Vanguard Institutional Index Fund assets were transferred to
the SSgA S&P 500 Index Fund. Putnam Money Market Fund assets were transferred to
the SSgA Money Market Fund.
9
BUNGE SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i--
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2004
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Number Market
Description of Shares/Units Cost** Value
----------- --------------- ---- ------
INTEREST IN MUTUAL FUNDS:
PIMCO Total Return Fund 24,823.5356 $ 264,867
Oakmark Select Fund 1,019.8055 34,010
Fidelity Magellan Fund 4,784.2884 496,561
Fidelity Dividend Growth Fund 14,155.6664 403,295
Oppenheimer Capital Appreciation Fund 611.0412 25,187
Fidelity Capital Appreciation Fund 37,727.6041 982,050
American Funds New Perspectives Fund 5,937,8757 163,767
Wellington US Core Equity Fund 386.6297 3,078
Legg Mason Value Fund 1,056.1485 74,194
*SSgA Money Market Fund 649,272.5200 649,273
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Total interest in mutual funds 3,096,282
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INTEREST IN COMMON COLLECTIVE TRUSTS:
*SSgA Conservative Strategic Asset
Allocation Fund 11,527.2681 122,996
*SSgA Moderate Strategic Asset
Allocation Fund 12,269.0447 134,223
*SSgA Aggressive Strategic Asset
Allocation Fund 5,607.7145 62,806
*SSgA S&P 500 Index Fund 29,359.6149 603,135
----------
Total interest in common collective trusts 923,160
----------
*INTEREST IN COMMON STOCK--Bunge Limited
Common Shares 2,150 128,804
*PARTICIPANTS LOANS, rates from 4.5% to 10.0%,
maturities through January 2010 85,012
----------
TOTAL INVESTMENTS $4,233,258
==========
*Party-in-interest
**Cost information is not required for participant-directed investments and,
therefore, is not included.
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the plan administrator of the Bunge Savings Plan has duly caused this Annual
Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Bunge Savings Plan
Date: June 29, 2005 By: /s/ Philip Staggs
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Philip Staggs
Plan Administrator
11
EXHIBIT INDEX
Exhibit
Number Description of Documents
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23.1 Independent Auditors' Consent
12