Table of Contents

 

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, 2013

 

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 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

 



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, 2013 and 2012

2

 

 

Statements of Changes in Net Assets Available for Benefits for the Years ended December 31, 2013 and 2012

3

 

 

Notes to Financial Statements

4

 

 

 

 

Supplemental Schedule

 

 

 

Schedule of Assets (Held at End of Year) as of December 31, 2013

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

 



Table of Contents

 

Report of Independent Registered Public Accounting Firm

 

 

To Participants, Administrator, and Investment Committee of the

Bunge Retirement Savings Plan

 

We have audited the accompanying statements of net assets available for benefits of the Bunge Retirement Savings Plan as of December 31, 2013 and 2012, 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, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Bunge Retirement Savings Plan as of December 31, 2013 and 2012, 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.

 

Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the 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. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

 

 

 

 

/s/Brown Smith Wallace LLC

St. Louis, Missouri

June 26, 2014

 



Table of Contents

 

BUNGE RETIREMENT SAVINGS PLAN

 

 

 

 

 

 

 

 

 

 

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

 

 

 

 

 

 

 

 

 

 

AS OF DECEMBER 31, 2013 AND 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013  

 

2012  

 

 

 

 

 

 

 

INVESTMENTS, at fair value:

 

 

 

 

 

Interest bearing cash

 

$

2,794,186

 

$

2,397,696

 

Mutual funds

 

200,091,598

 

166,621,336

 

Interest in Bunge Limited common shares

 

13,149,848

 

12,910,861

 

Common stock

 

2,112,120

 

1,689,515

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Plan interest in Bunge Defined Contribution Plans - Master Trust

 

218,147,752

 

183,619,408

 

 

 

 

 

 

 

RECEIVABLES:

 

 

 

 

 

Notes receivable from participants

 

3,601,123

 

3,335,978

 

Participant contributions

 

20,092

 

366,928

 

Employer contributions

 

231,946

 

430,862

 

 

 

 

 

 

 

Total receivables

 

3,853,161

 

4,133,768

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

222,000,913

 

$

187,753,176

 

 

 

See notes to financial statements.

 

-2-



Table of Contents

 

BUNGE RETIREMENT SAVINGS PLAN

 

 

 

 

 

 

 

 

 

 

 

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 

 

 

 

 

 

 

 

 

 

 

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013  

 

2012  

 

 

 

 

 

 

 

ADDITIONS:

 

 

 

 

 

Participants’ contributions

 

$

12,045,579

 

$

11,245,515

 

Rollover contributions

 

1,278,761

 

4,005,039

 

Employer contributions

 

5,629,126

 

5,442,251

 

Interest income on notes receivable from participants

 

132,921

 

110,888

 

Plan interest in Bunge Defined Contribution Plans Master Trust:

 

 

 

 

 

Investment income — dividends

 

9,147,907

 

3,941,404

 

Investment income — interest

 

17,511

 

29,738

 

Net appreciation in value of investments

 

28,309,403

 

17,051,268

 

 

 

 

 

 

 

Net appreciation of Plan interest in Bunge Defined Contribution Plans Master Trust

 

37,474,821

 

21,022,410

 

 

 

 

 

 

 

Plan transfers

 

23,950

 

15,222

 

 

 

 

 

 

 

Total

 

56,585,158

 

41,841,325

 

 

 

 

 

 

 

DEDUCTIONS:

 

 

 

 

 

Benefits paid to participants

 

22,282,968

 

13,933,213

 

Administrative expenses

 

54,453

 

86,056

 

 

 

 

 

 

 

Total

 

22,337,421

 

14,019,269

 

 

 

 

 

 

 

INCREASE IN NET ASSETS

 

34,247,737

 

27,822,056

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS — Beginning of year

 

187,753,176

 

159,931,120

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS — End of year

 

$

222,000,913

 

$

187,753,176

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to financial statements.

 

-3-



Table of Contents

 

BUNGE RETIREMENT SAVINGS PLAN

 

 

 

 

 

 

 

 

 

 

 

NOTES TO FINANCIAL STATEMENTS

 

 

 

 

 

 

 

 

 

 

 

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

 

 

 

 

 

 

 

1.                    BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

The Bunge Retirement Savings Plan (the “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 and the non-union participants from the Bunge North America, Inc. Savings Plan. Significant accounting policies followed by the Plan are as follows.

 

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 Plans 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 and other common stock holdings which 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 and (losses) on investments are allocated to participants based on account balances on a daily basis.  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 and 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, 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.

 

-4-



Table of Contents

 

BUNGE RETIREMENT SAVINGS PLAN

 

 

 

 

 

 

 

 

 

 

 

NOTES TO FINANCIAL STATEMENTS

 

 

 

 

 

 

 

 

 

 

 

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

 

 

 

 

 

 

 

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 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 EGT, LLC; Bunge-SCF Grain, LLC (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, as amended (“ERISA”).

 

3.                    CONTRIBUTIONS AND WITHDRAWALS

 

Participants may contribute up to 50% of their regular base salary during the plan year on a before-tax basis. 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 before-tax basis in 2013 and 2012 could not exceed $17,500 and $17,000, respectively. However, in 2013 and 2012, if a participant reached age 50 by December 31 of that year, they were able to contribute an additional $5,500 in “catch up” contributions to the Plan on a before-tax basis.

 

The contribution amounts and allocation between before-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.

 

Monthly matching contributions are made in cash 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 before-tax contributions. All matching contributions 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 participant’s money with that of other employees to buy Bunge Limited common shares 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 Bunge Limited common shares.

 

Employer Group matching contributions are allocated to participants based upon the current contribution allocation among investment alternatives elected by the participants. Thereafter, employee and employer contributions may be reallocated by the participant among all investment alternatives.

 

-5-



Table of Contents

 

BUNGE RETIREMENT SAVINGS PLAN

 

 

 

 

 

 

 

 

 

 

 

NOTES TO FINANCIAL STATEMENTS

 

 

 

 

 

 

 

 

 

 

 

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

 

 

 

 

 

 

 

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. Participants may not withdraw before-tax contributions except as provided for hardship withdrawals or age 59½ 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 or rollover contribution account, including earnings, at any time.

 

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 one loan 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, 2013, participant loans bear interest rates from 3.75% to 8.66% and mature through June 2043.

 

5.                    PLAN TERMINATION

 

Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and 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 accounts.

 

6.                    FEDERAL INCOME TAX STATUS

 

The Plan obtained its latest determination letter from the Internal Revenue Service on April 16, 2014, 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, 2013, 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. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2010.

 

-6-



Table of Contents

 

BUNGE RETIREMENT SAVINGS PLAN

 

 

 

 

 

 

 

 

 

 

 

NOTES TO FINANCIAL STATEMENTS

 

 

 

 

 

 

 

 

 

 

 

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

 

 

 

 

 

 

 

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, 2013, are disclosed in the supplemental schedule of assets (held at end of year.) Fees paid by the Plan for the investment management services were $54,453 and $86,056 for the years ended December 31, 2013 and 2012, 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 168,558 and 186,339 of Bunge Limited common shares at December 31, 2013 and 2012, respectively of which 160,149 and 177,615 shares were allocated to the Plan at December 31, 2013 and 2012, respectively. During 2013 and 2012, the Plan recorded dividend income of $192,962 and $191,022, respectively, and net appreciation in fair value of $1,571,916 and $2,866,193, 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, 2013 and 2012, are as follows:

 

 

 

2013

2012

 

 

 

 

Vanguard Prime Money Market Fund

 

$20,141,183

$21,328,475

T. Rowe Price New America Growth Fund

 

29,778,696

22,735,413

Fidelity Total Bond Fund (1)

 

15,675,642

19,050,712

T. Rowe Price Value Fund

 

19,475,878

14,431,785

Vanguard Institutional Index Fund — Institutional Shares

 

30,771,153

23,480,476

Interest in Bunge Limited common shares (1)

 

13,149,848

12,910,861

 

 

(1) Represents party-in-interest.

 

-7-



Table of Contents

 

BUNGE RETIREMENT SAVINGS PLAN

 

 

 

 

 

 

 

 

 

 

 

NOTES TO FINANCIAL STATEMENTS

 

 

 

 

 

 

 

 

 

 

 

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

 

 

 

 

 

 

 

During the years ended December 31, 2013 and 2012, 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:

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Net appreciation (depreciation) in fair value of investments:

 

 

 

 

 

Mutual funds:

 

 

 

 

 

Bond

 

$

(1,514,075

)

$

124,300

 

International

 

2,231,564

 

1,642,172

 

Large Cap

 

16,423,146

 

7,825,862

 

Mid Cap

 

2,901,497

 

1,279,323

 

Small Cap

 

3,027,426

 

665,543

 

Specialty

 

(48,824

)

228,264

 

Blends

 

3,400,484

 

2,182,758

 

Other

 

174,601

 

179,366

 

Interest in Bunge Limited common shares

 

1,571,916

 

2,866,193

 

Common stock

 

141,668

 

57,487

 

Dividend income

 

9,147,907

 

3,941,404

 

Interest income

 

 

17,511

 

 

29,738

 

 

 

 

 

 

 

 

 

Net appreciation of Plan interest in Bunge Defined Contribution Plans Master Trust

 

$

37,474,821

 

$

21,022,410

 

 

 

 

9.                    INTEREST IN BUNGE DEFINED CONTRIBUTION PLANS 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 Plans 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.

 

-8-



Table of Contents

 

BUNGE RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

 

 

 

The investments of the Trust at December 31, 2013 and 2012 are summarized as follows

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Cash

 

$

2,894,499

 

$

2,467,216

 

 

 

 

 

 

 

Investments – at fair value:

 

 

 

 

 

Mutual funds:

 

 

 

 

 

Bond

 

20,296,166

 

25,380,084

 

International

 

13,214,633

 

10,419,267

 

Large Cap

 

84,902,230

 

64,334,390

 

Mid Cap

 

15,184,172

 

10,909,354

 

Small Cap

 

12,461,020

 

7,711,431

 

Specialty

 

2,469,593

 

2,575,088

 

Short Term

 

21,728,484

 

23,166,895

 

Blends

 

41,004,463

 

31,125,027

 

Other

 

865,655

 

520,362

 

Interest in Bunge Limited common shares

 

13,840,297

 

13,544,982

 

Common stock

 

2,232,150

 

1,775,783

 

 

 

 

 

 

 

Total investment at fair value

 

228,198,863

 

191,462,663

 

 

 

 

 

 

 

Total

 

$

231,093,362

 

$

193,929,879

 

 

 

The Plan’s interest in the net assets of the Trust was approximately 94.4% and 95% at December 31, 2013 and 2012, respectively.

 

-9-



Table of Contents

 

BUNGE RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

 

 

 

The net investment earnings (losses) of the Trust for the years ended December 31, 2013 and 2012 are summarized below:

 

 

 

2013

 

2012

 

 

 

 

 

 

 

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

 

 

 

 

 

Mutual funds:

 

 

 

 

 

Bond

 

($1,561,453

)

$

126,361

 

International

 

2,356,903

 

1,735,241

 

Large Cap

 

17,404,093

 

8,302,731

 

Mid Cap

 

3,016,856

 

1,326,706

 

Small Cap

 

3,098,583

 

686,124

 

Specialty

 

(49,009

)

231,123

 

Blends

 

3,638,399

 

2,358,313

 

Other

 

185,223

 

190,096

 

Interest in Bunge Limited common shares

 

1,651,529

 

3,002,804

 

Common stock

 

171,870

 

47,550

 

Dividend income

 

9,702,336

 

4,120,785

 

Interest income

 

 

18,146

 

 

31,436

 

 

 

 

 

 

 

 

 

Net investment earnings in Bunge Defined Contribution Plans Master Trust

 

$

39,633,476

 

$

22,159,270

 

 

 

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.

 

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).

 

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 Bunge Limited common shares.

 

-10-



Table of Contents

 

BUNGE RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

 

 

 

 

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, 2013 and 2012. 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 $2,894,499 and $2,467,216, respectively, in accordance with the disclosure requirements of ASC 820.

 

 

 

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

 

 

-

 

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 RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

 

 

 

 

 

Fair Value Measurements
at December 31, 2012, 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

 

 

$

25,380,084

 

$

-

 

$

-

 

$

25,380,084

 

International

 

 

10,419,267

 

-

 

-

 

10,419,267

 

Large Cap

 

 

64,334,390

 

-

 

-

 

64,334,390

 

Mid Cap

 

 

10,909,354

 

-

 

-

 

10,909,354

 

Small Cap

 

 

7,711,431

 

-

 

-

 

7,711,431

 

Specialty

 

 

2,575,088

 

-

 

-

 

2,575,088

 

Short Term

 

 

23,166,895

 

-

 

-

 

23,166,895

 

Blends

 

 

31,125,027

 

-

 

-

 

31,125,027

 

Other

 

 

520,362

 

-

 

-

 

520,362

 

Interest in Bunge Limited common shares

 

 

-

 

13,544,982

 

-

 

13,544,982

 

Common stock

 

 

1,775,783

 

-

 

-

 

1,775,783

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

$

177,917,681

 

$

13,544,982

 

$

-

 

$

191,462,663

 

 

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, 2013 and 2012. 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 $2,794,186 and $2,397,696, respectively, in accordance with the disclosure requirements of ASC 820.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

$

19,517,361

 

$

-

 

$

-

 

$

19,517,361

 

International

 

 

12,514,283

 

-

 

-

 

12,514,283

 

Large Cap

 

 

80,025,727

 

-

 

-

 

80,025,727

 

Mid Cap

 

 

14,663,056

 

-

 

-

 

14,663,056

 

Small Cap

 

 

12,134,486

 

-

 

-

 

12,134,486

 

Specialty

 

 

2,447,351

 

-

 

-

 

2,447,351

 

Short Term

 

 

20,187,227

 

-

 

-

 

20,187,227

 

Blends

 

 

37,811,440

 

-

 

-

 

37,811,440

 

Other

 

 

790,667

 

-

 

-

 

790,667

 

Interest in Bunge Limited common shares

 

 

-

 

13,149,848

 

-

 

13,149,848

 

Common stock

 

 

 

2,112,120

 

 

-

 

 

-

 

 

2,112,120

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

$

202,203,718

 

$

13,149,848

 

$

-

 

$

215,353,566

 

 

-12-



Table of Contents

 

BUNGE RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

 

 

 

 

 

Fair Value Measurements
at December 31, 2012, 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

 

 

$

24,616,039

 

$

-

 

$

-

 

$

24,616,039

 

International

 

 

9,837,986

 

-

 

-

 

9,837,986

 

Large Cap

 

 

60,647,674

 

-

 

-

 

60,647,674

 

Mid Cap

 

 

10,504,656

 

-

 

-

 

10,504,656

 

Small Cap

 

 

7,529,013

 

-

 

-

 

7,529,013

 

Specialty

 

 

2,548,250

 

-

 

-

 

2,548,250

 

Short Term

 

 

21,374,704

 

-

 

-

 

21,374,704

 

Blends

 

 

29,095,763

 

-

 

-

 

29,095,763

 

Other

 

 

467,251

 

-

 

-

 

467,251

 

Interest in Bunge Limited common shares

 

 

-

 

12,910,861

 

-

 

12,910,861

 

Common stock

 

 

1,689,515

 

-

 

 

-

 

1,689,515

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

$

168,310,851

 

$

12,910,861

 

$

-

 

$

181,221,712

 

 

11.            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.

 

-13-



Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL SCHEDULE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Table of Contents

 

BUNGE RETIREMENT SAVINGS PLAN

EIN 13-4977260           Plan Number 334

 

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

 

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

 

AS OF DECEMBER 31, 2013

 

a)

 

b)

 

Identity of issue,
Borrower, lessor,
or similar party

 

c)

 

Number of shares/units

 

d)

 

Cost
**

 

e)

 

Current
Value

 

 

 

 

 

INTEREST IN BUNGE DEFINED CONTRIBUTION PLANS MASTER TRUST

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INTEREST IN INTEREST BEARING CASH

 

 

 

 

 

 

 

 

 

 

 

$

2,794,186

 

 

 

 

 

INTEREST IN MUTUAL FUNDS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

American Century Investments Heritage Fund – Investor Class

 

 

 

210,991.559

 

 

 

 

 

 

 

5,376,065

 

*

 

 

 

Fidelity Freedom Income

 

 

 

58,955.755

 

 

 

 

 

 

 

692,141

 

*

 

 

 

Fidelity Freedom 2000

 

 

 

12,595.655

 

 

 

 

 

 

 

156,564

 

*

 

 

 

Fidelity Freedom 2005

 

 

 

6,793.597

 

 

 

 

 

 

 

80,504

 

*

 

 

 

Fidelity Freedom 2010

 

 

 

61,481.438

 

 

 

 

 

 

 

941,281

 

*

 

 

 

Fidelity Freedom 2015

 

 

 

307,042.200

 

 

 

 

 

 

 

3,914,788

 

*

 

 

 

Fidelity Freedom 2020

 

 

 

578,898.539

 

 

 

 

 

 

 

9,036,606

 

*

 

 

 

Fidelity Freedom 2025

 

 

 

525,139.525

 

 

 

 

 

 

 

6,994,858

 

*

 

 

 

Fidelity Freedom 2030

 

 

 

307,047.209

 

 

 

 

 

 

 

5,004,870

 

*

 

 

 

Fidelity Freedom 2035

 

 

 

245,675.432

 

 

 

 

 

 

 

3,311,705

 

*

 

 

 

Fidelity Freedom 2040

 

 

 

290,185.499

 

 

 

 

 

 

 

2,762,566

 

*

 

 

 

Fidelity Freedom 2045

 

 

 

239,073.464

 

 

 

 

 

 

 

2,622,636

 

*

 

 

 

Fidelity Freedom 2050

 

 

 

184,400.020

 

 

 

 

 

 

 

2,033,932

 

*

 

 

 

Fidelity Freedom 2055

 

 

 

22,307.420

 

 

 

 

 

 

 

258,989

 

*

 

 

 

Fidelity International Discovery Fund

 

 

 

266,741.374

 

 

 

 

 

 

 

10,803,026

 

*

 

 

 

Fidelity Spartan International Index Fund - Advantage Class

 

 

 

42,076.648

 

 

 

 

 

 

 

1,711,257

 

*

 

 

 

Fidelity Total Bond Fund

 

 

 

1,501,498.301

 

 

 

 

 

 

 

15,675,642

 

 

 

 

 

T. Rowe Price New America Growth Fund

 

 

 

674,183.734

 

 

 

 

 

 

 

29,778,696

 

 

 

 

 

T. Rowe Price New Horizons Fund

 

 

 

120,622.522

 

 

 

 

 

 

 

5,581,204

 

 

 

 

 

T. Rowe Price Value Fund

 

 

 

576,721.280

 

 

 

 

 

 

 

19,475,878

 

 

 

 

 

Vanguard Institutional Index Fund - Institutional Shares

 

 

 

181,776.660

 

 

 

 

 

 

 

30,771,153

 

 

 

 

 

Vanguard Long-Term Bond Index Fund – Institutional Shares

 

 

 

290,273.161

 

 

 

 

 

 

 

3,602,290

 

 

 

 

 

Vanguard Mid-Cap Index Fund - Institutional Shares

 

 

 

308,743.056

 

 

 

 

 

 

 

9,286,991

 

 

 

 

 

Vanguard Small-Cap Index Fund - Institutional Shares

 

 

 

124,327.112

 

 

 

 

 

 

 

6,553,282

 

 

 

 

 

Vanguard Prime Money Market Fund

 

 

 

20,141,183.080

 

 

 

 

 

 

 

20,141,183

 

 

 

 

 

Vanguard REIT Index Fund – Signal Shares

 

 

 

100,096.164

 

 

 

 

 

 

 

2,447,351

 

 

 

 

 

BrokerageLink Account - Mutual Funds

 

 

 

 

 

 

 

 

 

 

 

790,667

 

 

 

 

 

BrokerageLink Account - Bonds

 

 

 

 

 

 

 

 

 

 

 

239,429

 

 

 

 

 

BrokerageLink Account - Short Term

 

 

 

 

 

 

 

 

 

 

 

46,044

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest in mutual funds

 

 

 

 

 

 

 

 

 

 

 

200,091,598

 

 

(Continued)

 

-14-



Table of Contents

 

BUNGE RETIREMENT SAVINGS PLAN

EIN 13-4977260           Plan Number 334

 

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

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

AS OF DECEMBER 31, 2013

 

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

 

 

 

 

 

 

 

 

 

 

 

 

13,149,848

 

 

 

 

 

BrokerageLink Account - Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

2,112,120

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest in common stocks

 

 

 

 

 

 

 

 

 

 

 

 

15,261,968

 

 

 

 

 

TOTAL INTEREST IN BUNGE DEFINED CONTRIBUTION PLANS MASTER TRUST

 

 

 

 

 

 

 

 

 

 

 

 

218,147,752

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

 

 

 

NOTES RECEIVABLE FROM PARTICIPANTS:

 

 

 

Loan Fund, rates from 3.75% to 8.66%, maturities through June 2043

 

 

 

 

 

 

 

 

3,601,123

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investments

 

 

 

 

 

 

 

 

 

 

 

$

221,748,875

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

 

 

 

Party-in-interest

 

 

 

 

 

 

 

 

 

 

 

 

 

**

 

 

 

Cost information is not required for participant-directed investments.

 

 

 

 

 

 

 

 

 

 

 

 

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 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 26, 2014

By:

/s/Geralyn F. Hayes

 

 

 

 

 

 

Geralyn F. Hayes

 

 

Plan Administrator

 

-16-