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, 2003
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 North America, Inc. Profit Sharing 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 NORTH AMERICA, INC. PROFIT SHARING PLAN
TABLE OF CONTENTS
Page
Report of Independent Registered Public Accounting Firm 2
Financial Statements:
Statements of Net Assets Available for Benefits as of
December 31, 2003 and 2002 3
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 2003 and 2002 4
Notes to Financial Statements 5
Supplemental Schedule (*):
Form 5500, Schedule H, Part IV, Line 4i - Schedule
of Assets (Held at End of Year), December 31, 2003 9
Signature Page 10
Exhibit Index 11
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(*) All other schedules are omitted due to absence of conditions which require
their inclusion.
1
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Bunge North America, Inc. Profit Sharing Plan
We have audited the accompanying statements of net assets available for benefits
of the Bunge North America, Inc. Profit Sharing Plan (the "Plan") as of December
31, 2003 and 2002, 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 examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes 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,
2003 and 2002, 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
May 20, 2004
2
BUNGE NORTH AMERICA, INC. PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002
-------------------------------------------------------------------------------
2003 2002
---- ----
INVESTMENTS-At fair value:
Mutual funds $70,140,401 $65,026,435
Interest in Bunge Limited common shares 2,041,598 901,135
----------- -----------
Total investments 72,181,999 65,927,570
------------ -----------
CONTRIBUTIONS RECEIVABLE:
Participants 8,913 -
Employer group 737,821 844,345
------------ -----------
Total contributions receivable 746,734 844,345
------------ -----------
NET ASSETS AVAILABLE FOR BENEFITS. $72,928,733 $66,771,915
============ ===========
See notes to the financial statements.
3
BUNGE NORTH AMERICA, INC. PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002
-------------------------------------------------------------------------------
2003 2002
---- ----
ADDITIONS TO NET ASSETS:
Investment income-interest and dividends $1,118,832 $1,513,288
Contributions:
Employer Group 1,506,700 1,568,655
Participant 3,920,517 3,827,449
Rollovers 165,579 288,446
Plan transfers in (Note 10) 63,986 -
Net appreciation in value of investments 11,890,116 -
---------- ---------
Total 18,665,730 7,197,838
---------- ----------
DEDUCTIONS FROM NET ASSETS:
Net depreciation in value of investments - 13,728,586
Participants' withdrawals 8,097,363 4,194,267
Plan transfers out (Note 10) 4,410,049 -
Expenses 1,500 2,392
--------- ----------
Total 12,508,912 17,925,245
---------- ----------
CHANGE IN NET ASSETS AVAILABLE FOR BENEFITS 6,156,818 (10,727,407)
NET ASSETS AVAILABLE FOR BENEFITS-Beginning of year 66,771,915 77,499,322
NET ASSETS AVAILABLE FOR BENEFITS-End of year $72,928,733 $66,771,915
=========== ===========
See notes to the financial statements.
4
BUNGE NORTH AMERICA, INC. PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENT
YEARS ENDED DECEMBER 31, 2003 AND 2002
-------------------------------------------------------------------------------
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The Bunge North America, Inc. Profit Sharing Plan (the "Plan"), was
established as of January 1, 1971; the Plan has subsequently been amended.
Significant accounting policies followed by the Plan are as follows.
Basis of Accounting--The financial statements of the Plan have been
prepared in conformity with the accrual basis of accounting.
Investments--Investments in Bunge Limited common shares and mutual funds
are stated at fair value which is based on quoted market prices. Investment
transactions are accounted for on the trade date. Investment income
includes interest and dividends. 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 management to make estimates and assumptions that affect
the reported amounts of assets, liabilities, and changes therein, and
disclosure of contingent assets and liabilities at the date of the
financial statements and during the reported period. 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 statements of net assets available for plan
benefits.
2. PLAN DESCRIPTION
The Plan is a defined contribution plan and is administered by the Profit
Sharing Plan Committee (the "Committee") appointed by the Board of
Directors of Bunge North America, Inc. (the "Company"). Certain employees
(the "Committee") have been appointed by the Company's Board of Directors
to serve as trustees of the Plan. Effective April 1, 1994, the Plan was
amended to qualify under Section 401(k) of the Internal Revenue Code. The
descriptions of Plan terms in the following notes to financial statements
provide only general information. Participants should refer to the Plan
agreement for more complete descriptions of the Plan's provisions. All
regular full-time, salaried employees (except non-clerical and
non-administrative employees) are immediately eligible to participate in
the Plan. 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. Participants also have 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 2003 could not exceed $12,000 ($11,000 in 2002). However
in 2003, if a participant reached age 50 by December 31, 2003 they were
able to contribute an additional $2,000 "catch up" contribution to the Plan
on a pre-tax basis.
5
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 Company and a participating
employer (the "Employer Group") at the rate of 25% of employee pre-tax
contributions up to a maximum of six percent of eligible salary. In
addition, the Employer Group may make an additional annual contribution to
the Plan, as determined solely by the Board of Directors of the Company
under the terms of the Plan. The Employer Group is not under any obligation
to make this additional annual contribution to the Plan.
Although such matching contributions are credited to individual
participants' accounts, they will not be fully vested until a participant
is credited with five or more years of continuous service and will be
forfeited if participants leave the Employer Group (with less than five
years of continuous service) for any reason other than normal or deferred
retirement, permanent disability, or death. Any such forfeited amounts are
redistributed to continuing participants in the manner specified in the
Plan.
Upon entry into the Plan, participants have investment alternatives for
investing their contributions. Employer Group matching contributions are
initially allocated to participants based upon the current contribution
allocation among investment alternatives elected by the participants.
Thereafter, Employer Group contributions may be allocated by the
participant among all investment alternatives.
Participants may withdraw their post-tax contributions plus earnings and
vested 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 by 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
Internal Revenue Code ("IRC"), rollover contributions into the Plan.
4. 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. Should
the Plan be terminated, participants will become 100 percent vested in
their employer contributions.
5. 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
Internal Revenue Code ("IRC"). The Plan has been amended subsequent to the
applicable date of that letter (see Note 11). The Plan administrator
believes that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC. Accordingly, no
provision for income taxes has been recorded in the financial statements.
6. RELATED PARTY TRANSACTIONS
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 by the Company.
6
7. INVESTMENTS
The following investments represent five percent or more of net assets
available for benefits at December 31, 2003 and 2002:
2003 2002
---- ----
Vanguard Institutional Index Fund $21,749,566 $19,552,713
Putnam New Opportunities Fund 16,128,686 15,214,915
PIMCO Total Return Fund 12,502,973 14,253,943
Putnam Money Market Fund 11,588,310 13,081,587
----------- -----------
$61,969,535 $62,103,158
=========== ============
The net appreciation (depreciation) in fair value, including ralized gains
and losses, for each class of investments as presented on the statemetns of
net assets available for benefits for the years ended December 31, 2003 and
2002 is as follows:
2003 2002
---- ----
Mutual funds $11,410,627 $(13,834,961)
Bunge Limited common shares (1) 479,489 106,375
----------- ------------
Net appreciation (depreciation) in value
of investments $11,890,116 $(13,728,586)
=========== ============
(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, 2003 and 2002, the Plan held 62,017 and
37,454, respectively, common shares of Bunge Limited. During 2003 and
2002, the Plan recorded dividend income of $23,047 and $8,100,
respectively, and net appreciation in fair value of $479,489 and
$106,375, respectively, from Bunge Limited common shares.
8. DISCRETIONARY CONTRIBUTION
As discussed in Note 3, the Company has the option to make an additional
contribution to the Plan. In February 2004, the Company approved an
additional discretionary contribution for the 2003 Plan year of 25% of the
contributions of each participant up to 6% of their pre-tax salary. This
additional contribution results in the Company matching 50% of the
participant's contributions, up to 6% of the participant's pre-tax salary,
made in 2003. The Plan has recorded a discretionary contribution of
$737,821 as an employer group contribution receivable as of December 31,
2003. A discretionary contribution of $844,345 was made for the 2002 plan
year.
7
9. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of contributions per the financial
statements to the Form 5500 for 2002:
2002
----
Employer group contributions per the financial statements $1,568,655
Plus employer group contribution receivable at beginning of
year 461,015
----------
Employer group contribution per the Form 5500 $2,029,670
==========
Participant contributions per the financial statements $3,827,449
Plus participant contribution receivable at beginning of
year 145,041
----------
Participant contributions per the Form 5500 $3,972,490
==========
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.
11. SUBSEQUENT EVENT
Effective January 1, 2004, the Plan was amended. The Plan amendment
included the following changes: renaming the Plan to the Bunge Retirement
Savings Plan; changing the recordkeeper, investment options available to
participants, contribution limits and employer contribution match;
providing for participant loans; and, providing for 100% vesting of
employer contributions at the time of such contributions. Participants
should refer to the new plan document for complete details. The Plan
amendment also changed the Plan to include participants from the Bunge
Management Services Inc. Savings Plan, the Central Soya Thrift Savings Plan
and nonunion participants from the Bunge North America Inc. Savings Plan.
The Plan administrator believes that the amended plan is designed and is
currently being operated in compliance with the applicable requirements of
the IRC.
8
BUNGE NORTH AMERICA, INC. PROFIT SHARING PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i--
SCHEDULD OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2003
-------------------------------------------------------------------------------
Number of Market
Description Shares Value
----------- ---------- -------
INTEREST IN MUTUAL FUNDS:
Equity Growth Funds:
Putnam New Opportunities Fund 427,590 $ 16,128,686
Putnam Investors Fund 141,026 1,576,673
Legg Mason Value Institutional Portfolio Fund 58,287 3,632,999
American Funds New Perspective Fund 42,475 1,040,207
Oppenheimer Capital Appreciation Fund 28,905 1,119,193
Wellington Trust Co. CIF US Core Equity 106,198 801,794
S&S 500 Equity Fund:
Vanguard Institutional Index Fund 213,692 21,749,566
Bond Fund:
PIMCO Total Return Fund 1,167,411 12,502,973
Money Market Fund:
Putnam Money Market Fund 11,588,310 11,588,310
----------
Total interest in mutual funds 70,140,401
*INTEREST IN COMMON SHARE-Bunge Limited 62,017 2,041,598
---------
Total investments $ 72,181,999
============
*Party-in-Interest
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees of the Bunge North America, Inc. Profit Sharing Plan have
duly caused this Annual Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Bunge North America, Inc. Profit Sharing Plan
Date: June 28, 2004 By: /s/ Michael M. Scharf
----------------------
Name: Michael M. Scharf
Title: Plan Trustee
10
EXHIBIT INDEX
Exhibit
Number Description of Document
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23.1 Consent of Independent Registered Public Accounting Firm
11