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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 Retirement 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 RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
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Page
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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 6-10
SUPPLEMENTAL SCHEDULE:
Form 5500, Schedule H, Part IV, Line 4i--Schedule of Assets (Held at
End of Year), December 31, 2004 11
Signature Page 12
Exhibit Index 13
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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 Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the Bunge Retirement 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 our audits 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 24, 2005
3
BUNGE RETIREMENT 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 $ 93,919,896 $70,140,401
Common collective trusts 29,214,426 -
Interest in Bunge Limited common shares 5,217,203 2,041,598
Participant loans 1,190,395 -
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Total investments 129,541,920 72,181,999
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CONTRIBUTIONS RECEIVABLE
Participants 4,535 8,913
Employer group 113,454 737,821
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Total contributions receivable 117,989 746,734
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PLAN TRANSFERS RECEIVABLE 27,637 -
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NET ASSETS AVAILABLE FOR BENEFITS $129,687,546 $72,928,733
============ ===========
See notes to the financial statements.
4
BUNGE RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
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2004 2003
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ADDITIONS TO NET ASSETS:
Investment income--interest $ 418,327 $ 88,727
Investment income--dividends 2,183,507 1,030,105
Contributions:
Employer group 3,142,673 1,506,700
Participant 5,872,869 3,920,517
Rollovers 338,739 165,579
Asset transfers (Note 11) 54,101,833 -
Plan transfers in (Note 10) - 63,986
Net appreciation in value of investments 8,257,668 11,890,116
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Total 74,315,616 18,665,730
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DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants 17,505,965 8,097,363
Plan transfers out (Note 10) - 4,410,049
Expenses 48,225 1,500
Other 2,613 -
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Total 17,556,803 12,508,912
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CHANGE IN NET ASSETS AVAILABLE FOR BENEFITS 56,758,813 6,156,818
NET ASSETS AVAILABLE FOR BENEFITS--Beginning
of year 72,928,733 66,771,915
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NET ASSETS AVAILABLE FOR BENEFITS--End of year $129,687,546 $72,928,733
============ ===========
See notes to the financial statements.
5
BUNGE RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The Bunge Retirement Savings Plan (the "Plan") formerly known as the Bunge
North America, Inc. Profit Sharing Plan, was established as of January 1,
1971. Effective January 1, 2004, the Plan was amended to include
participants from the Bunge Management Services Inc. Savings Plan, the
Central Soya and Affiliates Thrift Savings Plan ("CSY Thrift Plan") and the
non-union participants from the Bunge North America, Inc. Savings Plan.
Asset transfers in 2004 represent the transfer of participant accounts from
these former plans into the Plan. 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
United 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. Sales and purchases of investments are accounted for on the
trade date. Interest and dividend income is recorded when earned.
Investment income is 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
Retirement 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. Effective April
1, 1994, the Plan was amended 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 agreement for more
complete information. All non-union employees (except seasonal, temporary
and leased employees) employed by Bunge Milling, Inc., Bunge North America
(East), L.L.C., Bunge North America (OPD West), Inc., Bunge Management
Services Inc., Bunge Global Markets, Inc. or Bunge North America, Inc. or
their subsidiaries or Bunge Towing, Inc. (collectively, the "Employer
Group") are immediately eligible to participate in the Plan. Individual
accounts are maintained for each participant. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
3. CONTRIBUTIONS AND WITHDRAWALS
Effective January 1, 2002, participants may contribute up to 50% of their
base salary on a pre-tax basis. Prior to January 1, 2004, participants also
had the option to contribute on a post-tax basis up to 4% of their base
salary. 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" contribution, respectively, to the Plan on a
pre-tax basis.
6
The contribution amounts and allocation between pre-tax and post-tax basis
of participants are subject to Internal Revenue Service discrimination
tests. The participants' contributions, plus any earnings thereon, vest
immediately.
Monthly matching contributions are made by the Employer Group. Effective
January 1, 2004, participant contributions are matched at the rate of 100%
of the first 3% and 50% of the next 2% of participant pre-tax
contributions. All matching contributions vest immediately. Prior to
January 1, 2004, contributions were matched at the rate of 25% of the first
6% of participant pre-tax contributions and vested at a rate of 20% per
year. Participants with an Employer Group matching contribution balance on
January 1, 2004, became fully vested in such balance effective January 1,
2004.
Upon entry into the Plan, participants may select from a number of
investment alternatives for their contributions. Employer Group matching
contributions are allocated to participants based upon the contribution
allocation among investment alternatives elected by the participants.
Thereafter, Employer Group contributions may be reallocated by the
participant among all investment alternatives.
Participants may withdraw their post-tax contributions plus earnings and,
in certain circumstances, vested pre January 1, 2004 Employer Group
contributions plus earnings. Vested Employer Group contributions plus
earnings may only be withdrawn after all participant post-tax contributions
plus earnings have been withdrawn.
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 and to allow participants to make
withdrawals at age 59 1/2.
4. PARTICIPANT LOANS
Effective January 1, 2004, 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 and 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.
7
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 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
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Fidelity Magellan Fund $ 7,635,148 $ -
Fidelity Dividend Growth Fund 7,923,760 -
PIMCO Total Return Fund 15,538,500 12,502,973
SSgA Money Market Fund 23,558,047 -
Fidelity Capital Appreciation Fund 24,204,973 -
SSgA S&P 500 Index Fund 25,228,580 -
Vanguard Institutional Index Fund - 21,749,566
Putnam New Opportunities Fund - 16,128,686
Putnam Money Market Fund - 11,588,310
The net appreciation in fair value, including realized gains and losses,
for each class of investments as presented on the statements of net assets
available for benefits for the years ended December 31, 2004 and 2003 is as
follows:
2004 2003
---- ----
Mutual funds $3,402,980 $11,410,627
Common collective trusts 2,892,002 -
Bunge Company Stock Fund shares(1) 1,962,686 479,489
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Net appreciation in value of investments $8,257,668 $11,890,116
========== ===========
(1) The Plan allows for participants to invest in Bunge Limited common
shares. Bunge Limited is the parent company of the sponsoring
employer. The Plan held 87,135 and 62,017 common shares of Bunge
Limited at December 31, 2004 and 2003, respectively. During 2004 and
2003, the Plan recorded dividend income of $37,239 and $23,047,
respectively, and net appreciation in fair value of $1,962,686
and $479,489, respectively, from Bunge Limited common shares.
9. DISCRETIONARY CONTRIBUTION
In March 2004, the Company approved and made an additional discretionary
contribution of $737,821 for the 2003 Plan year equal to 25% of the
contributions of each participant up to 6% of their pre-tax salary. This
additional contribution resulted in the Company matching 50% of the
participant's contributions made in 2003, up to 6% of the participant's
pre-tax salary. Effective January 1, 2004, the Company elected to
discontinue discretionary contributions effective for plan years beginning
on or after January 1, 2004.
10. 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
8
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 those transfers may, from time-to-time, result
in Plan payables or receivables in the respective plans.
11. ASSET TRANSFERS
Effective January 1, 2004, based on the closing market value as of December
31, 2003, the assets and liabilities of the CSY Thrift Plan transferred to
the Plan. Fidelity Management Trust Company ("Fidelity") was terminated as
recordkeeper and Trustee of the assets related to the CSY Thrift 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:
Cash $13,305,749
Fidelity Magellan Fund 5,720,276
Fidelity Capital Appreciation Fund 1,822,556
Fidelity Dividend Growth Fund 1,088,260
PIMCO Total Return Fund 1,184,217
Fidelity Managed Income Portfolio Fund 21,378,882
Oakmark Select I Fund 430,152
Loan Fund 419,144
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Total $45,349,236
===========
Each fund's assets were transferred to a comparable investment fund at
CitiStreet. 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. PIMCO Total
Return Fund Assets were transferred to the PIMCO Total Return Fund.
Fidelity Managed Income Portfolio Fund assets were transferred to the SSgA
Money Market Fund. Oakmark Select I Fund assets were transferred to the
Oakmark Select Fund. Fidelity loan assets were transferred to the
CitiStreet Loan Fund.
Effective January 1, 2004, based on the closing market value as of December
31, 2003, the assets and liabilities of the Bunge Management Services Inc.
Savings Plan, with the exception of the Employer Group contribution
receivable of $148,774, transferred from the Bunge Management Services Inc.
Savings Plan to the Plan. Putnam Trust Company ("Putnam") was terminated as
recordkeeper and Bunge Management Services Inc. representatives resigned as
Trustees of the assets related to the Bunge Management Services Inc.
Savings 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:
PIMCO Total Return Fund $1,224,054
Putnam Investors Fund 226,248
Putnam Money Market Fund 685,256
Oppenheimer Capital Appreciation Fund 99,487
Putnam New Opportunities Fund 1,725,675
American Funds New Prespectives Fund 96,249
Bunge Limited Company Stock Fund 232,112
Wellington Trust Company CIF US Core Equity Fund 24,382
Vanguard Institutional Index Fund 2,583,159
Legg Mason Value Institutional Portfolio Fund 689,596
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Total $7,586,218
==========
9
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. Putnam Investors Fund assets were transferred to the
Fidelity Magellan Fund. Putnam Money Market Fund assets were transferred to
the SSgA Money Market Fund. Oppenheimer Capital Appreciation Fund assets
were transferred to the Oppenheimer Capital Appreciation Fund. Putnam New
Opportunities Fund assets were transferred to the Fidelity Capital
Appreciation Fund. American Funds New Perspectives Fund assets were
transferred to the American Funds New Perspectives Fund. Bunge Limited
Company Stock Fund assets were transferred to the Bunge Limited Company
Stock 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. Legg
Mason Value Institutional Portfolio Fund assets were transferred to the
Legg Mason Value Fund.
Effective January 1, 2004, based on the closing market value as of
December 31, 2003, the assets and liabilities of the non-union participants
of the Bunge North America Inc., Savings Plan transferred to the Plan.
Putnam was terminated as recordkeeper and Company representatives resigned
as Trustees of the assets related to the non-union participants of the
Bunge North America Inc., Savings 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:
PIMCO Total Return Fund $ 157,833
Putnam Investors Fund 45,436
Putnam Money Market Fund 201,943
Oppenheimer Capital Appreciation Fund 1,088
Putnam New Opportunities Fund 313,036
American Funds New Prespective Fund 2,017
Bunge Limited Company Stock Fund 47,783
Wellington Trust Company II Core Equity Fund 292
Vanguard Institutional Index Fund 233,486
Legg Mason Value Institutional Portfolio Fund 14,691
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Total $1,017,605
==========
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. Putnam Investors Fund assets were transferred to the
Fidelity Magellan Fund. Putnam Money Market Fund assets were transferred to
the SSgA Money Market Fund. Oppenheimer Capital Appreciation Fund assets
were transferred to the Oppenheimer Capital Appreciation Fund. Putnam New
Opportunities Fund assets were transferred to the Fidelity Capital
Appreciation Fund. American Funds New Perspectives Fund assets were
transferred to the American Funds New Perspectives Fund. Bunge Limited
Company Stock Fund assets were transferred to the Bunge Limited Company
Stock 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. Legg
Mason Value Institutional Portfolio Fund assets were transferred to the
Legg Mason Value Fund.
10
BUNGE RETIREMENT 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 of Market
Description Shares/Units Cost** Value
----------- ------------ ------ -----
INTEREST IN MUTUAL FUNDS:
*SSgA Money Market Fund 23,558,046.6100 $ 23,558,047
PIMCO Total Return Fund 1,456,279.3283 15,538,500
Oakmark Select Fund 86,301.4707 2,878,154
Fidelity Magellan Fund 73,563.4266 7,635,148
Fidelity Dividend Growth Fund 278,124.2538 7,923,760
Oppenheimer Capital Appreciation Fund 44,451.7178 1,832,300
Fidelity Capital Appreciation Fund 929,887.5613 24,204,973
American Funds New Perspectives Fund 145,223.1611 4,005,255
Wellington US Core Equity Fund 132,886.4585 1,057,776
Legg Mason Value Fund 75,245.3038 5,285,983
------------
Total interest in mutual funds 93,919,896
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INTEREST IN COMMON COLLECTIVE TRUSTS:
*SSgA Conservative Strategic Asset Allocation 190,047.6284 2,027,808
*SSgA Moderate Strategic Asset Allocation Fund 84,849.3960 928,252
*SSgA Aggressive Strategic Asset Allocation 91,945.2115 1,029,786
*SSgA S&P 500 Index Fund 1,228,086.4524 25,228,580
------------
Total interest in common collective trusts 29,214,426
------------
*INTEREST IN COMMON STOCK--Bunge
Limited Common Shares 87,135 5,217,203
*PARTICIPANT LOANS--Loan Fund, rates from
4.5% to 10.5%, maturities through January 2010 1,190,395
------------
Total investments $129,541,920
============
*Party-in-interest
**Cost information is not required for participant-directed investments and, therefore, is not included.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
plan administrator of the Bunge Retirement Savings Plan has duly caused this
Annual Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Bunge Retirement Savings Plan
Date: June 29, 2005 By: /s/ Philip Staggs
-----------------
Philip Staggs
Plan Administrator
12
EXHIBIT INDEX
Exhibit
Number Description of Document
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23.1 Consent of Independent Registered Public Accounting Firm
13