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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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, 2014

 

OR

 

o 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 – Supplement A

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

 


 


Table of Contents

 

TABLE OF CONTENTS

 

 

Page

 

 

Report of Independent Registered Public Accounting Firm

1

 

 

 

 

Financial Statements

 

 

 

Statements of Net Assets Available for Benefits as of December 31, 2014 and 2013

2

 

 

Statements of Changes in Net Assets Available for Benefits for the Years ended December 31, 2014 and 2013

3

 

 

Notes to Financial Statements

4

 

 

 

 

Supplemental Schedule

 

 

 

Schedule of Assets (Held at End of Year) as of December 31, 2014

14

 

 

NOTE: 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.

 

 

Signature

16

 

 

Exhibit 23.1 Consent of Independent Registered Public Accounting Firm

17

 



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Report of Independent Registered Public Accounting Firm

 

To Participants, Administrator, and Investment Committee of the

Bunge Savings Plan - Supplement A

 

We have audited the accompanying statements of net assets available for benefits of the Bunge Savings Plan - Supplement A (the “Plan”) as of December 31, 2014 and 2013, 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 the 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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included 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 company’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, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Bunge Savings Plan - Supplement A as of December 31, 2014 and 2013, and the changes in its net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2014 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but include supplemental 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 information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated in all material respects in relation to the financial statements as a whole.

 

 

/s/Brown Smith Wallace LLC

St. Louis, Missouri

June 25, 2015

 



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BUNGE SAVINGS PLAN – SUPPLEMENT A

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2014 AND 2013

 

 

 

 

2014

 

2013

 

 

 

 

 

 

 

INVESTMENTS, at fair value:

 

 

 

 

 

Mutual funds

 

$

3,703,008

 

$

4,028,304

 

Interest in Bunge Limited common shares

 

146,527

 

135,355

 

Interest bearing cash

 

9,307

 

8,769

 

Common stock

 

536

 

-

 

 

 

 

 

 

 

Total Plan interest in Bunge Defined Contribution Master Trust

 

3,859,378

 

4,172,428

 

 

 

 

 

 

 

RECEIVABLES:

 

 

 

 

 

Notes receivable from participants

 

184,356

 

155,052

 

Participant contributions

 

2,928

 

4,238

 

 

 

 

 

 

 

Total receivables

 

187,284

 

159,290

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

4,046,662

 

$

4,331,718

 

 

 

See notes to financial statements.

 

-2-



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BUNGE SAVINGS PLAN – SUPPLEMENT A

 

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

 

 

 

2014

 

2013

 

 

 

 

 

 

 

ADDITIONS:

 

 

 

 

 

Participants’ contributions

 

$

203,405

 

$

233,452

 

Rollover contributions

 

-

 

8,036

 

Interest income on notes receivable from participants

 

5,954

 

4,654

 

Plan interest in Bunge Defined Contribution Plans Master Trust:

 

 

 

 

 

Investment income — dividends

 

220,184

 

173,822

 

Investment income — interest

 

359

 

5

 

Net appreciation in value of investments

 

31,235

 

469,782

 

 

 

 

 

 

 

Net appreciation of Plan interest in Bunge Defined Contribution Master Trust

 

251,778

 

643,609

 

 

 

 

 

 

 

Total

 

461,137

 

889,751

 

 

 

 

 

 

 

DEDUCTIONS:

 

 

 

 

 

Benefits paid to participants

 

744,563

 

51,149

 

Administrative expenses

 

1,630

 

1,773

 

 

 

 

 

 

 

Total

 

746,193

 

52,922

 

 

 

 

 

 

 

INCREASE (DECREASE) IN NET ASSETS

 

(285,056

)

836,829

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS — Beginning of year

 

4,331,718

 

3,494,889

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS — End of year

 

$

4,046,662

 

$

4,331,718

 

 

 

See notes to financial statements.

 

-3-



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BUNGE SAVINGS PLAN - SUPPLEMENT A

 

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

 

1.                    BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

The Bunge Savings Plan – Supplement A (the “Plan”) is a subplan of the Bunge Savings Plan (the “Savings Plan”), which was established as of April 1, 1996. Prior to January 1, 2004, the Plan was a stand-alone Plan known as the Central Soya 401(k) Plan for Hourly Employees. The Savings Plan was amended on January 1, 2004, to transfer the assets of the Central Soya 401(k) Plan for Hourly Employees to the Savings Plan and master trust. The Savings Plan was further amended to provide that the Plan provisions applicable to the participants in the Central Soya 401(k) Plan for Hourly Employees are set forth in a separate subplan known as the Bunge Savings Plan – Supplement A. On January 1, 2005, Bunge Limited (the parent of the Plan sponsor) separated the Plan from the Savings Plan.

 

Basis of Accounting — The accompanying financial statements of the Plan have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

 

Investment Valuation and Income (Loss) Recognition — The Plan’s investment in the Bunge Defined Contribution Master Trust (the “Trust”) is presented at fair value, which has been determined based on the fair value of the underlying investments of the Trust. The Trust’s investments include mutual funds, Bunge Limited common shares, interest bearing cash, and other common stock holdings that are stated at estimated fair value based on quoted market prices. Sales and purchases of investments are accounted for on a trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Earnings (losses) on investments are allocated to participants based on daily account balances. See Note 10 for discussion of fair value measurements.

 

Administrative Expenses — Administrative expenses of the Plan are paid by the participants as provided in the plan document.

 

Use of Estimates — The preparation of financial statements in conformity with GAAP requires plan management to make estimates and assumptions that affect the reported amounts of assets, liabilities, accompanying notes of the Plan financial statements, and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

 

Risks and Uncertainties — The Plan invests in the Trust which holds various securities, including mutual funds, Bunge Limited common shares, interest bearing cash, and other common stock holdings. 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 may occur in the near term and that such changes, could materially affect the amounts reported in the financial statements.

 

New Accounting PronouncementIn May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2015-07, Disclosures for Investments in Certain Entities that Calculate Net Asset Value Per Share (or its Equivalent), (“ASU 2015-07”). ASU 2015-07 removes the requirement to categorize within the fair value hierarchy investments for which fair values are estimated using the net asset value practical expedient provided by Accounting Standards Codification 820, Fair Value Measurement. Disclosures about investments in certain entities that calculate net asset value per share are limited under ASU 2015-07 to those investments for which the entity has elected to estimate the fair value using the net asset value practical expedient. ASU 2015-07 is effective for public business entities for fiscal years beginning after December 15, 2015, with retrospective application to all periods presented. Early application is permitted. The adoption of this standard update is not expected to have a material impact on the Plans financial statements.

 

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BUNGE SAVINGS PLAN - SUPPLEMENT A

 

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

 

2.                    PLAN DESCRIPTION

 

The Plan is a defined contribution plan designed to qualify under Section 401(k) of the Internal Revenue Code (“IRC”) and is administered by the Investment Committee (the “Committee”) appointed by the Board of Directors of Bunge North America, Inc. (the “Company”). The Company has appointed Fidelity Management Trust Company (“Fidelity”) to serve as record keeper, administrator, and trustee of both the Plan and the Trust. 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 document. Participants should refer to the plan document for a more complete description of the applicable provisions of the Plan. All regular hourly employees of Bunge North America (East), L.L.C., 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 Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

 

3.                    CONTRIBUTIONS AND WITHDRAWALS

 

Contribution limits for participants are based on their respective collective bargaining agreements. As determined by the IRC’s qualified retirement plan limits, the total amount which a participant could elect to contribute to the Plan on a pre-tax basis could not exceed $17,500. However, if a participant reached age 50 by December 31 of that year, they are able to contribute an additional $5,500 in “catch up” contributions to the Plan on a pre-tax basis.

 

The contribution amounts and allocation between pre-tax and post-tax basis of participant accounts are subject to IRC discrimination tests and limitations. The participants’ contributions, plus any actual earnings thereon, vest immediately.

 

Plan participants may select from a number of investment alternatives for their contributions. Investment choices include various mutual funds, common stock and the Bunge Common Stock Fund (subject to certain limits) (“the Bunge Fund”). The Bunge Fund pools a participant’s money with that of other employees to buy common shares of Bunge Limited as well as short-term investments designed to allow participants to buy or sell without the usual trade settlement period for individual stock transactions. The value of the participant investment in the Bunge Fund will vary depending on the performance of Bunge Limited, the overall stock market, and the performance and amount of short-term investments held by the Bunge Fund, less any expenses accrued against the Bunge Fund.  All dividends and interest earned in the Bunge Fund are reinvested in the Bunge Fund.  Participant’s ownership in the Bunge Fund is measured in units of the Bunge Fund instead of common shares.

 

Participants may not withdraw pre-tax contributions except as provided for hardship withdrawals permitted by the Plan. Following normal retirement or termination of employment, participants must withdraw their entire account balances in a lump sum or any other form of payment allowed by the Plan prior to April 1 following the calendar year in which the participant attains age 70½. Participants with account balances less than or equal to $5,000 upon retirement or termination must withdraw their entire account balances in a lump sum or any other form of payment allowed by the Plan on the date the participant terminates employment. Withdrawals by participants are recorded upon distribution.

 

The Plan allows participants the option of making qualified (as defined by the Plan document and the IRC) rollover contributions into the Plan. A participant may withdraw all or any portion of their after-tax contribution account including earnings, at any time.

 

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BUNGE SAVINGS PLAN - SUPPLEMENT A

 

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

 

4.                    NOTES RECEIVABLE FROM PARTICIPANTS

 

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 and participants can have no more than two loans outstanding at any given time.  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. As of December 31, 2014, participant loans bear interest rate of 3.75% and mature through September 2019. No allowance for credit losses have been recorded as of December 31, 2014 or 2013. Notes receivable from participants are measured at their unpaid principal balance plus any accrued, but unpaid interest.

 

5.                    PLAN TERMINATION

 

Although it has not expressed any intention to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions set forth in ERISA. In the event the Plan is terminated, participants will become 100% vested in their employer contributions.

 

6.                    FEDERAL INCOME TAX STATUS

 

The Plan obtained its latest determination letter from the Internal Revenue Service on October 22, 2011, stating that the Plan and related trust was designed and in compliance with the applicable sections of the IRC.  The plan administrator believes that the Plan is currently designed and 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.

 

GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the state and federal taxing authorities. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2014, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

 

7.                    EXEMPT PARTY-IN-INTEREST TRANSACTIONS

 

Certain of the Trust’s investments are in shares of funds offered by the trustee. Therefore, these transactions qualify as exempt party-in-interest transactions under ERISA. Such investments as of December 31, 2014, are disclosed in the supplemental schedule of assets (held at end of year.) Fees paid by the Plan were $1,630 and $1,773 for the years ended December 31, 2014 and 2013, respectively.

 

Personnel and facilities of the Company have been used by the Plan for its accounting and other activities at no charge to the Plan.

 

The Plan allows for participants to invest in the Bunge Fund (subject to certain limits) which holds Bunge Limited common shares, as well as, short-term investments. Bunge Limited is the parent company of the sponsoring Company. The Bunge Fund held 154,856 and 168,558 common shares of Bunge Limited at December 31, 2014 and 2013, respectively of which 1,612 and 1,648 shares were allocated to the Plan at

 

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BUNGE SAVINGS PLAN - SUPPLEMENT A

 

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

 

December 31, 2014 and 2013, respectively. During 2014 and 2013, the Plan recorded dividend income of $2,136 and $2,013, respectively, and net appreciation in fair value of $13,438 and $15,243, respectively, from Bunge Limited common shares.

 

8.                    INVESTMENTS

 

The Plan’s interest in the investments of the Trust that represented 5% or more of the Plan’s net assets available for benefits as of December 31, 2014 and 2013, are as follows:

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Vanguard Prime Money Market Fund

 

$

558,212

 

$

709,138

 

Fidelity International Discovery Fund (1)

 

*           

 

237,520

 

T. Rowe Price Value Fund

 

833,159

 

858,659

 

T. Rowe Price New America Growth Fund

 

370,209

 

469,837

 

Fidelity Freedom 2015(1)

 

389,483

 

514,832

 

Fidelity Freedom 2020(1)

 

363,328

 

*           

 

Fidelity Freedom 2025(1)

 

218,132

 

*           

 

 

 

*  Amount less than 5% of the Plan’s net assets available for benefits.

 

(1)  Represents party-in-interest

 

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BUNGE SAVINGS PLAN - SUPPLEMENT A

 

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

 

During the years ended December 31, 2014 and 2013, the Plan’s underlying interest in the Trust’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Net appreciation (depreciation) in fair value of investments:

 

 

 

 

 

Mutual funds:

 

 

 

 

 

Bond

 

$

9,624

 

$

(11,745

)

International

 

(16,435

)

45,513

 

Large Cap

 

25,531

 

288,877

 

Mid Cap

 

7,459

 

24,314

 

Small Cap

 

(118

)

16,310

 

Specialty

 

5,990

 

(450

)

Blends

 

(7,851

)

91,720

 

Interest in Bunge Limited common shares

 

13,438

 

15,243

 

Common Stock

 

(6,403

)

-

 

Dividend income

 

220,184

 

173,822

 

Interest income

 

359

 

5

 

 

 

 

 

 

 

Net appreciation of Plan interest in Bunge Defined Contribution Master Trust

 

$

251,778

 

$

643,609

 

 

 

 

9.                    INTEREST IN BUNGE DEFINED CONTRIBUTION MASTER TRUST

 

The Plan’s investment assets are held in the Trust which was established for the investment of the combined assets of the Plan and other defined contribution plans sponsored by the Company. Each participating plan has an undivided interest in the Trust. The assets of the Trust are held, managed, and administered by the trustee pursuant to the terms of the Bunge Defined Contribution Master Trust. Investment income and administrative expenses relating to the Trust are allocated to the individual participants in the plans based upon individual participant activity.

 

The Trust is required to maintain separate accounts reflecting the equitable share of each participating plan in the Trust. The Plan’s equitable share of the Trust cannot be used for the payments of expenses or benefits allocable to any other participating plan.

 

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BUNGE SAVINGS PLAN - SUPPLEMENT A

 

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

 

The investments of the Trust at December 31, 2014 and 2013 are summarized as follows:

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Cash

 

$

2,466,486

 

$

2,894,499

 

 

 

 

 

 

 

Investments – at fair value:

 

 

 

 

 

Mutual funds:

 

 

 

 

 

Bond

 

20,801,606

 

20,296,166

 

International

 

11,965,518

 

13,214,633

 

Large Cap

 

91,319,671

 

84,902,230

 

Mid Cap

 

17,116,712

 

15,184,172

 

Small Cap

 

12,923,495

 

12,461,020

 

Specialty

 

3,071,877

 

2,469,593

 

Short Term

 

19,480,697

 

21,728,484

 

Blends

 

47,774,824

 

41,004,463

 

Other

 

984,510

 

865,655

 

Interest in Bunge Limited common shares

 

14,077,959

 

13,840,297

 

Common stock

 

2,828,154

 

2,232,150

 

 

 

 

 

 

 

Total investment at fair value

 

242,345,023

 

228,198,863

 

 

 

 

 

 

 

Total

 

$

244,811,509

 

$

231,093,362

 

 

 

The Plan’s interest in the net assets of the Trust was approximately 1.6% and 2.0% at December 31, 2014 and 2013, respectively.

 

The investments of the Trust that represented 5% or more of the net assets available for benefits as of December 31, 2014 and 2013, are summarized as follows:

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Vanguard Prime Money Market Fund

 

$

19,434,802

 

$

23,120,667

 

T. Rowe Price New America Growth Fund

 

33,421,698

 

24,232,987

 

Fidelity Total Bond Fund (1)

 

15,856,844

 

19,712,694

 

T. Rowe Price Value Fund

 

22,659,156

 

15,650,667

 

Vanguard Institutional Index Fund — Institutional Shares

 

35,238,818

 

24,232,987

 

Interest in Bunge Limited common shares (1)

 

14,077,959

 

13,544,982

 

 

 

 

(1)   Represents party-in-interest

 

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BUNGE SAVINGS PLAN - SUPPLEMENT A

 

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

 

The net investment earnings (losses) of the Trust for the years ended December 31, 2014 and 2013 are summarized below:

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Net investment earnings (losses) in fair value of investments:

 

 

 

 

 

Mutual funds:

 

 

 

 

 

Bond

 

$

954,831

 

$

(1,561,453

)

International

 

(861,597

)

2,356,903

 

Large Cap

 

2,847,588

 

17,404,093

 

Mid Cap

 

836,434

 

3,016,856

 

Small Cap

 

135,280

 

3,098,583

 

Specialty

 

600,506

 

(49,009

)

Blends

 

(770,373

)

3,638,399

 

Other

 

29,205

 

185,223

 

Interest in Bunge Limited common shares

 

1,421,943

 

1,651,529

 

Common stock

 

(161,410

)

171,870

 

Dividend income

 

13,061,099

 

9,702,336

 

Interest income

 

15,114

 

18,146

 

 

 

 

 

 

 

Net investment earnings in Bunge Defined Contribution Master Trust

 

$

18,108,620

 

$

39,633,476

 

 

 

10.            FAIR VALUE MEASUREMENTS

 

ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), established a single authoritative definition of fair value, set a framework for measuring fair value, and requires additional disclosures about fair value measurements.

 

The various inputs that may be used to determine the value of the Plan’s and Trust’s investments are summarized in three broad levels. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. There have been no changes in methodologies or investment levels during the years ended December 31, 2014 and 2013.

 

Level 1 — Quoted prices (unadjusted) in active markets for identical securities.

 

Level 2 — Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

 

Level 3 — Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

 

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Table of Contents

 

BUNGE SAVINGS PLAN - SUPPLEMENT A

 

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

 

The following tables set forth by level within the fair value hierarchy a summary of the Trust’s investments measured at fair value on a recurring basis at December 31, 2014 and 2013. Additionally, in accordance with ASC 820, the tables include the major categorization for debt and equity securities held by the Trust on the basis of the nature and risk of the Trust’s investment. The tables do not include the Trust’s cash of $2,466,486 and $2,894,499, respectively, in accordance with the disclosure requirements of ASC 820.

 

 

 

Fair Value Measurements
at December 31, 2014, Using

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quoted Prices

 

 

 

 

 

 

 

 

 

 

 

 

 

in Active

 

 

Significant

 

 

 

 

 

 

 

 

 

 

Markets for

 

 

Other

 

 

Significant

 

 

 

 

 

 

 

Identical

 

 

Observable

 

 

Unobservable

 

 

 

 

 

 

 

Assets

 

 

Inputs

 

 

Inputs

 

 

 

 

 

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

Total      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bond

 

 

$

20,801,606

 

 

 

$

-

 

 

 

$

-

 

 

 

$

20,801,606

 

International

 

 

11,965,518

 

 

 

-

 

 

 

-

 

 

 

11,965,518

 

Large Cap

 

 

91,319,671

 

 

 

-

 

 

 

-

 

 

 

91,319,671

 

Mid Cap

 

 

17,116,712

 

 

 

-

 

 

 

-

 

 

 

17,116,712

 

Small Cap

 

 

12,923,495

 

 

 

-

 

 

 

-

 

 

 

12,923,495

 

Specialty

 

 

3,071,877

 

 

 

-

 

 

 

-

 

 

 

3,071,877

 

Short Term

 

 

19,480,697

 

 

 

-

 

 

 

-

 

 

 

19,480,697

 

Blends

 

 

47,774,824

 

 

 

-

 

 

 

-

 

 

 

47,774,824

 

Other

 

 

984,510

 

 

 

-

 

 

 

-

 

 

 

984,510

 

Interest in Bunge Limited common shares (1)

 

 

-

 

 

 

14,077,959

 

 

 

-

 

 

 

14,077,959

 

Common stock

 

 

2,828,154

 

 

 

-

 

 

 

-

 

 

 

2,828,154

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

$

228,267,064

 

 

 

$

14,077,959

 

 

 

$

-

 

 

 

$

  242,345,023

 

 

 

 

Fair Value Measurements
at December 31, 2013, Using

 

 

 

Quoted Prices

 

 

 

 

 

 

 

 

 

 

 

 

 

in Active

 

 

Significant

 

 

 

 

 

 

 

 

 

 

Markets for

 

 

Other

 

 

Significant

 

 

 

 

 

 

 

Identical

 

 

Observable

 

 

Unobservable

 

 

 

 

 

 

 

Assets

 

 

Inputs

 

 

Inputs

 

 

 

 

 

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

Total      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bond

 

 

$

20,296,166

 

 

$

-

 

 

 

$

-

 

 

 

$

20,296,166

 

International

 

 

13,214,633

 

 

 

-

 

 

 

-

 

 

 

13,214,633

 

Large Cap

 

 

84,902,230

 

 

 

-

 

 

 

-

 

 

 

84,902,230

 

Mid Cap

 

 

15,184,172

 

 

 

-

 

 

 

-

 

 

 

15,184,172

 

Small Cap

 

 

12,461,020

 

 

 

-

 

 

 

-

 

 

 

12,461,020

 

Specialty

 

 

2,469,593

 

 

 

-

 

 

 

-

 

 

 

2,469,593

 

Short Term

 

 

21,728,484

 

 

 

-

 

 

 

-

 

 

 

21,728,484

 

Blends

 

 

41,004,463

 

 

 

-

 

 

 

-

 

 

 

41,004,463

 

Other

 

 

865,655

 

 

 

-

 

 

 

-

 

 

 

865,655

 

Interest in Bunge Limited common shares (1)

 

 

-

 

 

 

13,840,297

 

 

 

-

 

 

 

13,840,297

 

Common stock

 

 

2,232,150

 

 

 

-

 

 

 

-

 

 

 

2,232,150

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

$

  214,358,566

 

 

$

  13,840,297

 

 

 

$

-

 

 

 

$

  228,198,863

 

 

-11-



Table of Contents

 

BUNGE SAVINGS PLAN - SUPPLEMENT A

 

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

 

The following tables set forth by level within the fair value hierarchy a summary of the Plan’s underlying investments included in its interest in the Trust measured at fair value on a recurring basis at December 31, 2014 and 2013. Additionally, in accordance with ASC 820, the tables include the major categorization for debt and equity securities held by the Plan on the basis of the nature and risk of the Trust’s investment. The tables do not include the Plan’s cash of $9,307 and $8,769, respectively, in accordance with the disclosure requirements of ASC 820.

 

 

 

Fair Value Measurements
at December 31, 2014, Using

 

 

 

Quoted Prices

 

 

 

 

 

 

 

 

 

 

 

 

 

in Active

 

 

Significant

 

 

 

 

 

 

 

 

 

 

Markets for

 

 

Other

 

 

Significant

 

 

 

 

 

 

 

Identical

 

 

Observable

 

 

Unobservable

 

 

 

 

 

 

 

Assets

 

 

Inputs

 

 

Inputs

 

 

 

 

 

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

Total      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bond

 

 

 

$

190,847

 

 

 

$

-

 

 

 

$

-

 

 

 

$

190,847

 

International

 

 

 

194,831

 

 

 

-

 

 

 

-

 

 

 

194,831

 

Large Cap

 

 

 

1,307,406

 

 

 

-

 

 

 

-

 

 

 

1,307,406

 

Mid Cap

 

 

 

155,688

 

 

 

-

 

 

 

-

 

 

 

155,688

 

Small Cap

 

 

 

52,785

 

 

 

-

 

 

 

-

 

 

 

52,785

 

Specialty

 

 

 

33,713

 

 

 

-

 

 

 

-

 

 

 

33,713

 

Short Term

 

 

 

558,212

 

 

 

-

 

 

 

-

 

 

 

558,212

 

Blends

 

 

 

1,209,526

 

 

 

-

 

 

 

-

 

 

 

1,209,526

 

Common Stock

 

 

 

536

 

 

 

-

 

 

 

-

 

 

 

536

 

Interest in Bunge Limited common shares (1)

 

 

 

-

 

 

 

146,527

 

 

 

-

 

 

 

146,527

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

  3,703,544

 

 

 

$

   146,527

 

 

 

$

-

 

 

 

$

   3,850,071

 

 

 

 

 

Fair Value Measurements
at December 31, 2013, Using

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quoted Prices

 

 

 

 

 

 

 

 

 

 

 

 

 

in Active

 

 

Significant

 

 

 

 

 

 

 

 

 

 

Markets for

 

 

Other

 

 

Significant

 

 

 

 

 

 

 

Identical

 

 

Observable

 

 

Unobservable

 

 

 

 

 

 

 

Assets

 

 

Inputs

 

 

Inputs

 

 

 

 

 

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

Total      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bond

 

 

 

$

179,834

 

 

 

$

-

 

 

 

$

-

 

 

 

$

179,834

 

International

 

 

 

245,655

 

 

 

-

 

 

 

-

 

 

 

245,655

 

Large Cap

 

 

 

1,466,777

 

 

 

-

 

 

 

-

 

 

 

1,466,777

 

Mid Cap

 

 

 

122,115

 

 

 

-

 

 

 

-

 

 

 

122,115

 

Small Cap

 

 

 

63,920

 

 

 

-

 

 

 

-

 

 

 

63,920

 

Specialty

 

 

 

20,917

 

 

 

-

 

 

 

-

 

 

 

20,917

 

Short Term

 

 

 

709,138

 

 

 

-

 

 

 

-

 

 

 

709,138

 

Blends

 

 

 

1,219,948

 

 

 

-

 

 

 

-

 

 

 

1,219,948

 

Interest in Bunge Limited common shares (1)

 

 

 

-

 

 

 

135,355

 

 

 

-

 

 

 

135,355

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

  4,028,304

 

 

 

$

   135,355

 

 

 

$

-

 

 

 

$

   4,163,659

 

 

-12-



Table of Contents

 

(1)                Interest in Bunge Limited common shares represents participant investments in the Bunge Fund and is valued based upon unitized value of the quoted market price of the underlying common shares. (Level 2) Transactions (purchases and sales) may occur daily.  There are no unfunded commitments or other redemption restrictions associated with this investment.

 



Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL SCHEDULE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Table of Contents

 

BUNGE SAVINGS PLAN – SUPPLEMENT A

EIN 13-4977260         Plan Number 219

 

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

FORM 5500, SCHEDULE H, PART IV, LINE 4i —

AS OF DECEMBER 31, 2014

 

a)

b)

Identity of issue,
Borrower, lessor,
or similar party

c)

  Number of shares/units

d)  

Cost
**

  e)

Current
Value

 

*

 

INTEREST BEARING CASH

 

 

 

 

 

 

$

9,307

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INTEREST IN MUTUAL FUNDS:

 

 

 

 

 

 

 

 

 

 

American Century Investments Heritage Fund – Investor Class

 

2,057.997

 

 

 

 

48,404

 

*

 

Fidelity Freedom Income

 

1,440.805

 

 

 

 

16,685

 

*

 

Fidelity Freedom 2015

 

30,886.803

 

 

 

 

389,483

 

*

 

Fidelity Freedom 2020

 

23,654.137

 

 

 

 

363,328

 

*

 

Fidelity Freedom 2025

 

16,600.600

 

 

 

 

218,132

 

*

 

Fidelity Freedom 2030

 

1,711.458

 

 

 

 

27,606

 

*

 

Fidelity Freedom 2035

 

7,100.132

 

 

 

 

94,148

 

*

 

Fidelity Freedom 2040

 

3,078.547

 

 

 

 

28,754

 

*

 

Fidelity Freedom 2045

 

2,028.199

 

 

 

 

21,316

 

*

 

Fidelity Freedom 2050

 

3,647.784

 

 

 

 

38,557

 

*

 

Fidelity Freedom 2055

 

985.380

 

 

 

 

11,519

 

*

 

Fidelity International Discovery Fund

 

4,910.914

 

 

 

 

186,566

 

*

 

Fidelity Total Bond Fund

 

12,769.274

 

 

 

 

136,376

 

*

 

Fidelity Spartan International Index Fund – Advantage Class

 

222.066

 

 

 

 

8,265

 

 

 

T. Rowe Price New America Growth Fund

 

8,812.390

 

 

 

 

370,209

 

 

 

T. Rowe Price New Horizons Fund

 

744.901

 

 

 

 

32,612

 

 

 

T. Rowe Price Value Fund

 

24,044.999

 

 

 

 

833,159

 

 

 

Vanguard Institutional Index Fund – Institutional Shares

 

551.430

 

 

 

 

104,038

 

 

 

Vanguard Long-Term Bond Index Fund – Institutional Shares

 

3,819.832

 

 

 

 

54,471

 

 

 

Vanguard Mid-Cap Index Fund – Institutional Shares

 

3,175.031

 

 

 

 

107,284

 

 

 

Vanguard Small-Cap Index Fund – Institutional Shares

 

361.078

 

 

 

 

20,173

 

 

 

Vanguard Prime Money Market Fund

 

558,211.540

 

 

 

 

558,212

 

 

 

Vanguard REIT Index Fund – ADM Shares

 

293.588

 

 

 

 

33,711

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest in mutual funds

 

 

 

 

 

 

3,703,008

 

 

(Continued)

 

-14-



Table of Contents

 

BUNGE SAVINGS PLAN – SUPPLEMENT A

EIN 13-4977260         Plan Number 219

 

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

FORM 5500, SCHEDULE H, PART IV, LINE 4i —

AS OF DECEMBER 31, 2014

 

a)

b)

Identity of issue,
Borrower, lessor,
or similar party

c)

  Number of shares/units

d)  

Cost
**

  e)

Current
Value

 

 

 

INTEREST IN COMMON STOCK:

 

 

 

 

 

 

 

 

*

 

Interest in Bunge Limited common shares

 

 

 

 

 

 

146,527

 

 

 

BrokerageLink Account – Common Stock

 

 

 

 

 

 

536

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest in common stocks

 

 

 

 

 

 

147,063

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Plan interest in Bunge Defined
Contribution Master Trust

 

 

 

 

 

 

3,859,378

 

 

 

 

 

 

 

 

 

 

 

 

*

 

NOTES RECEIVABLE FROM PARTICIPANTS:

 

  Loan Fund, rates of 3.75%, maturities through September 2019

 

 

 

 

184,356

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investments

 

 

 

 

 

 

$

4,043,734

 

 

 

 

 

*

Party-in-interest

**

Cost information is not required for participant-directed investments and, therefore, is not included.

 

 

 

See accompanying report of independent registered public accounting firm.

(Concluded)

 

-15-



Table of Contents

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the plan administrator of the Bunge Savings Plan – Supplement A has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

Bunge Savings Plan – Supplement A

 

 

 

 

 

 

 

 

 

 

 

Date: June 25, 2015

 

By:

/s/Geralyn F. Hayes

 

 

 

 

Geralyn F. Hayes

 

 

 

 

Plan Administrator

 

 

-16-