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 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 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 SCHEDULES:
Form 5500, Schedule H, Part IV, Line 4a--Schedule of
Delinquent Participant Contributions for the
Year Ended December 31, 2005 10
Form 5500, Schedule H, Part IV, Line 4i--Schedule of
Assets (Held at End of Year), December 31, 2005 11
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 12
Exhibit Index 13
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, 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 schedules listed in the
Table of Contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are 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 schedules are the responsibility of the Plan's
management. Such supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic 2005 financial statements and, in
our opinion, are 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 SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2005 AND 2004
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2005 2004
---- ----
INVESTMENTS--At fair value:
Mutual funds $1,616,488 $3,096,282
Common collective trusts 716,585 923,160
Interest in Bunge Limited common shares 173,833 128,804
Participant loans - 85,012
---------- ----------
Total investments 2,506,906 4,233,258
---------- ----------
CONTRIBUTIONS RECEIVABLE:
Participants 9,819 12,825
Employer group 246 301
---------- ----------
Total contributions receivable 10,065 13,126
---------- ----------
PLAN TRANSFERS PAYABLE - (27,637)
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $2,516,971 $4,218,747
========== ==========
See notes to the financial statements.
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BUNGE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------
2005 2004
---- ----
ADDITIONS TO NET ASSETS:
Investment income--interest $ 6,371 $ 9,222
Investment income--dividends 89,928 71,029
Participants' contributions 426,899 606,597
Other contributions 31,717 2,613
Employer contributions 13,520 15,508
Asset transfers (Note 10) - 1,925,841
Net appreciation in value of investments 16,453 258,593
---------- ----------
Total 584,888 2,889,403
---------- ----------
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants 119,095 238,982
Asset transfers (Note 10) 2,160,624 1,017,605
Expenses 6,945 7,900
---------- ----------
Total 2,286,664 1,264,487
---------- ----------
(DECREASE) INCREASE IN NET ASSETS AVAILABLE FOR
BENEFITS (1,701,776) 1,624,916
NET ASSETS AVAILABLE FOR BENEFITS--Beginning of year 4,218,747 2,593,831
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS--End of year $2,516,971 $4,218,747
========== ==========
See notes to the financial statements.
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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. Effective January 1, 2005, the
assets attributable to Supplement A participants were transferred to the
Bunge Savings Plan - Supplement A. 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
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. 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.
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
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 document
for more complete information. For the 2005 Plan year,
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all regular hourly employees, except those 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. For the 2004 Plan year,
all regular hourly employees, whose terms and conditions of employment are
subject to a collective bargaining agreement that bargained to participate
in the Plan, were eligible participants. Individual accounts are maintained
for each Plan participant. The Plans is 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 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 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 current
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.
The Plan allows participants the option of making qualified (as defined by
the Plan document and the IRC) rollover contributions into the Plan.
4. PARTICIPANT LOANS
Only Supplement A participants were eligible to 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 prior to their transfer to the Bunge
Savings Plan-Supplement A on January 1, 2005. Loan terms ranged 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 were secured by the
balance in the participant's account and bore 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, were paid ratably
through payroll deductions. Participant loans were 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 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 master 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 $785,550 $982,050
SSgA S&P 500 Index Fund 663,553 603,135
PIMCO Total Return Fund 254,252 264,867
SSgA Money Market Fund 240,995 649,273
Legg Mason Value Fund 207,566 -
Interest in Bunge Limited common shares 173,833 -
Fidelity Magellan Fund - 496,561
Fidelity Dividend Growth Fund - 403,295
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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, 2005 and 2004, is
as follows:
2005 2004
---- ----
Mutual funds $(16,749) $130,595
Common collective trusts 33,047 84,540
Interest in Bunge Limited common shares (1) 155 43,458
-------- --------
Net appreciation in value of investments $ 16,453 $258,593
======== ========
(1) The Plan allows participants to invest in Bunge Limited common shares.
Bunge Limited is the parent company of the sponsoring employer. The
Plan held 2,318 and 2,150 common shares of Bunge Limited at December
31, 2005 and 2004, respectively. During 2005 and 2004, the Plan
recorded dividend income of $1,398 and $1,192, respectively, and net
appreciation in fair value of $155 and $43,458, 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.
-7-
10. ASSET TRANSFERS
Effective January 1, 2005, based on the closing market value as of December
31, 2004, the assets and liabilities of all regular hourly employees of
Bunge North America (East), L.L.C., including the employee contribution
receivable of $4,402 and the plan transfer payable of $27,637, were
transferred to the Bunge Savings Plan - Supplement A. Each fund's assets
were transferred to identical investment funds at CitiStreet. The fair
value of the assets transferred was as follows:
PIMCO Total Return Fund $ 55,819
Oakmark Select Fund 3,897
Fidelity Magellan Fund 447,828
Fidelity Dividend Growth Fund 380,628
Oppenheimer Capital Appreciation Fund 242
Fidelity Capital Appreciation Fund 292,946
American Funds New Perspective Fund 127,977
Wellington US Core Equity Fund 243
Legg Mason Value Fund 1,126
SSgA Money Market Fund 455,631
SSgA Conservative Strategic Asset Allocation Fund 116,369
SSgA Moderate Strategic Asset Allocation Fund 130,531
SSgA Aggressive Strategic Asset Allocation Fund 58,410
SSgA S&P 500 Index Fund 25,146
Interest in Bunge Limited common shares 2,054
Participant Loans 85,012
----------
Total $2,183,859
==========
Effective January 1, 2004, based on the closing market value as of December
31, 2003, the assets, and liabilities of the CSY Plan were 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 fair value of the assets transferred from
Fidelity to CitiStreet was as follows:
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
----------
Total $1,925,841
==========
Each fund's assets were transferred to a comparable investment fund at
CitiStreet. Cash was transferred to the SSgA Money Market Fund. 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.
-8-
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 fair 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 CIF US Core Equity Fund 292
Vanguard Institutional Index Fund 233,486
Putnam Money Market Fund 201,943
Interest in Bunge Limited common shares 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. Interests in Bunge Limited common shares were transferred to
Interests in Bunge Limited common shares. 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 Perspective Fund assets
were transferred to the American Funds New Perspective Fund. Oppenheimer
Capital Appreciation Fund assets were transferred to the Oppenheimer
Capital Appreciation Fund. 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. Putnam Money Market Fund assets were transferred to the SSgA Money
Market Fund.
-9-
BUNGE SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4a--
SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS
FOR THE YEAR ENDED DECEMBER 31, 2005
-------------------------------------------------------------------------------------------------------------------------
Total that Constitute Nonexempt
Prohibited Transactions
----------------------------------------------------------
Contributions Total Fully
Contributions Pending Corrected Under
Participant Contributions Contributions Corrected Correction VFCP and PTE
Transferred Late to Plan Not Corrected Outside VFCP In VFCP 2002-51
------------------------ ------------- ------------ ------- -------
$492 - $492 - -
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BUNGE 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:
PIMCO Total Return Fund 24,214.4629 $ 254,252
Oakmark Select Fund 2,204.0985 72,515
Fidelity Capital Appreciation Fund 31,296.8084 785,550
American Funds New Perspective Fund 1,953.9810 55,610
Legg Mason Value Fund 2,787.2393 207,566
*SSgA Money Market Fund 240,994.92 240,995
----------
Total interest in mutual funds 1,616,488
----------
INTEREST IN COMMON COLLECTIVE TRUSTS:
*SSgA Conservative Strategic Asset Allocation Fund 1,286.3621 14,176
*SSgA Moderate Strategic Asset Allocation Fund 746.8072 8,558
*SSgA Aggressive Strategic Asset Allocation Fund 851.6554 10,109
*SSgA S&P 500 Index Fund 30,795.5869 663,553
*SSgA Russell 2000 Fund 438.4008 4,439
*SSgA S&P Midcap Fund 463.2659 15,750
----------
Total interest in common collective trusts 716,585
----------
*INTEREST IN COMMON STOCK--Bunge Limited
common shares 2,318 173,833
----------
TOTAL INVESTMENTS $2,506,906
==========
*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 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 21, 2006 By: /s/ Philip Staggs
-----------------------
Philip Staggs
Plan Administrator
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EXHIBIT INDEX
Exhibit
Number Description of Document
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23.1 Consent of Independent Registered Public Accounting Firm
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