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, 2005
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
BUNGE RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
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Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of
December 31, 2005 and 2004 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2005 and 2004 3
Notes to Financial Statements 4-9
SUPPLEMENTAL SCHEDULE:
Form 5500, Schedule H, Part IV, Line 4i-Schedule of Assets
(Held at End of Year), December 31, 2005 10
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 Page 11
Exhibit Index 12
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, 2005 and
2004, 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. The Plan is not required to have,
nor were we engaged to perform an audit of its internal control over financial
reporting. Our audits 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 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,
2005 and 2004, 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 2005 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 16, 2006
BUNGE RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------
2005 2004
---- ----
INVESTMENTS--At fair value:
Mutual funds $ 94,735,832 $ 93,919,896
Common collective trusts 32,409,860 29,214,426
Interest in Bunge Limited common shares 6,743,533 5,217,203
Participant loans 1,394,002 1,190,395
------------- -------------
Total investments 135,283,227 129,541,920
------------- -------------
CONTRIBUTIONS RECEIVABLE:
Participants 240,565 4,535
Employer group 227,343 113,454
------------- -------------
Total contributions receivable 467,908 117,989
------------- -------------
PLAN TRANSFERS PAYABLE 29,832 27,637
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS $ 135,780,967 $ 129,687,546
============= =============
See notes to the financial statements.
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BUNGE RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
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2005 2004
---- ----
ADDITIONS TO NET ASSETS:
Investment income--interest $ 647,130 $ 418,327
Investment income--dividends 3,749,407 2,183,507
Contributions:
Employer group 3,528,914 3,142,673
Participants 6,903,956 5,872,869
Rollovers 359,609 338,739
Other 9,754 -
Asset transfers (Note 10) - 54,101,833
Net appreciation in value of investments 1,832,423 8,257,668
------------ ------------
Total 17,031,193 74,315,616
------------ ------------
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants 10,877,408 17,505,965
Expenses 60,364 48,225
Other - 2,613
------------ ------------
Total 10,937,772 17,556,803
------------ ------------
CHANGE IN NET ASSETS AVAILABLE FOR BENEFITS 6,093,421 56,758,813
NET ASSETS AVAILABLE FOR BENEFITS--
Beginning of year 129,687,546 72,928,733
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS--End of year $135,780,967 $129,687,546
============ ============
See notes to the financial statements.
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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.
Administrative Expenses--Administrative expenses of the Plan are paid by
the Plan as provided in the Plan document.
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 designed to qualify under Section
401(k) of the Internal Revenue Code ("IRC") 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. 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
Oils, Inc., Bunge North America (East), L.L.C., Bunge North America (OPD
West), Inc., Bunge Management Services, Inc., Bunge Global Markets, Inc.,
Bunge North America, Inc. or their subsidiaries or Bunge Towing, Inc.
(collectively the "Employer Group") are immediately eligible to
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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
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 2005 could not exceed $14,000 ($13,000 in 2004). However
in 2005 and 2004, if a participant reached age 50 by December 31 of that
year, they were able to contribute an additional $4,000 and $3,000 "catch
up" 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 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 on the contribution
allocation among investment alternatives elected by the participants.
Thereafter, 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.
The Plan allows 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-
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, 2005,
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
balance of participant accounts.
8. INVESTMENTS
Investments that represent 5% or more of net assets available for benefits
at December 31, 2005 and 2004, are as follows:
2005 2004
---- ----
Fidelity Capital Appreciation Fund $25,035,181 $24,204,973
SSgA S&P 500 Index Fund 24,847,005 25,228,580
SSgA Money Market Fund 21,824,674 23,558,047
Legg Mason Value Fund 21,532,230 -
PIMCO Total Return Fund 15,973,741 15,538,500
Fidelity Magellan Fund - 7,635,148
Fidelity Dividend Growth Fund - 7,923,760
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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, 2005 and 2004, is
as follows:
2005 2004
---- ----
Mutual funds $ 381,275 $3,402,980
Common collective trusts 1,490,713 2,892,002
Interest in Bunge Limited common shares (1) (39,565) 1,962,686
----------- -----------
Net appreciation in value of investments $1,832,423 $8,257,668
========== ==========
(1) The Plan allows for participants to invest in Bunge Limited common
shares. Bunge Limited is the parent company of the sponsoring employer.
At December 31, 2005 and 2004, respectively, the Plan held 110,639 and
87,135 common shares of Bunge Limited. During 2005 and 2004, the Plan
recorded dividend income of $55,702 and $37,239, respectively, and net
depreciation in fair value of $(39,565) and net appreciation in fair
value of $1,962,686, 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 those
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 Thrift Plan were
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 fair value of the
assets transferred from Fidelity to CitiStreet were 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
-----------
Total $45,349,236
===========
-7-
Each fund's assets were transferred to a comparable investment fund at
CitiStreet. Cash was transferred to the SSgA Money Market 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. 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, including the employer group contribution
receivable of $148,774, were transferred 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
fair value of the assets transferred from Putnam to CitiStreet were 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 Perspective Fund 96,249
Interest in Bunge Limited common shares 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
----------
Total $7,586,218
==========
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 Perspective Fund assets were
transferred to the American Funds New Perspective Fund. Interests in Bunge
Limited common shares were transferred to Interests in Bunge Limited
common shares. Wellington Trust Company CIF US Core 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.
-8-
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 fair value of the assets transferred from
Putnam to CitiStreet were 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 Perspective Fund 2,017
Interest in Bunge Limited common shares 47,783
Wellington Trust Company CIF US Core Equity Fund 292
Vanguard Institutional Index Fund 233,486
Legg Mason Value Institutional Portfolio Fund 14,691
----------
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 Perspective Fund assets
were transferred to the American Funds New Perspective Fund. Interests in
Bunge Limited common shares were transferred to Interests in Bunge Limited
common shares. Wellington Trust Company CIF US Core 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.
-9-
BUNGE RETIREMENT SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i--
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2005
--------------------------------------------------------------------------------------------------------------------
Number of Market
Description Shares/Units Cost** Value
----------- ------------ ------ ------
INTEREST IN MUTUAL FUNDS:
*SSgA Money Market Fund 21,824,674.1700 $ 21,824,674
PIMCO Total Return Fund 1,521,308.6432 15,973,741
Oakmark Select Fund 125,872.8797 4,141,218
Fidelity Capital Appreciation Fund 997,417.5521 25,035,181
American Funds New Perspective Fund 214,565.1997 6,106,526
Legg Mason Value Fund 289,139.6556 21,532,230
*Self-Managed Account 122,262.0000 122,262
--------------
Total interest in mutual funds 94,735,832
--------------
INTEREST IN COMMON COLLECTIVE TRUSTS:
*SSgA Conservative Strategic Asset Allocation Fund 236,542.2981 2,606,696
*SSgA Moderate Strategic Asset Allocation Fund 128,253.8379 1,469,789
*SSgA Aggressive Strategic Asset Allocation Fund 123,408.4251 1,464,858
*SSgA S&P 500 Index Fund 1,153,153.8262 24,847,005
*SSgA Russell 2000 Fund 71,276.7223 721,757
*SSgA S&P Midcap Fund 38,231.4545 1,299,755
--------------
Total interest in common collective trusts 32,409,860
--------------
*INTEREST IN COMMON STOCK--Bunge
Limited common shares 110,639 6,743,533
--------------
*PARTICIPANT LOANS--Loan Fund, rates from
4.5% to 10.5%, maturities through January 2010 1,394,002
--------------
Total investments $135,283,227
==============
*Party-in-interest
**Cost information is not required for participant-directed investments and,
therefore, is not included.
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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 21, 2006 By: /s/ Philip Staggs
---------------------
Philip Staggs
Plan Administrator
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EXHIBIT INDEX
Exhibit
Number Description of Document
------- -----------------------
23.1 Consent of Independent Registered Public Accounting Firm
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