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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 194 [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. Savings Plan
c/o Bunge North America, Inc.
11720 Borman Drive
St. Louis, Missouri 63146
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Bunge Limited
50 Main Street
White Plains, NY 10606
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BUNGE NORTH AMERICA, INC. SAVINGS PLAN
TABLE OF CONTENTS
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Page
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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
__________________
(*) 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. Savings Plan
We have audited the accompanying financial statements of the Bunge North
America, Inc. Savings 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 the audit 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. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002
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2003 2002
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INVESTMENTS--At fair value:
Mutual funds $2,505,382 $1,695,076
Interest in Bunge Limited common shares 88,449 18,941
---------- ----------
Total investments 2,593,831 1,714,017
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $2,593,831 $1,714,017
========== ==========
See notes to the financial statements.
3
BUNGE NORTH AMERICA, INC. SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2003 AND 2002
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2003 2002
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ADDITIONS TO NET ASSETS:
Dividends and capital gains distribution $ 28,714 $ 28,369
Participants' contributions 559,276 518,154
Employer contributions 54,962 45,099
Rollovers 44,255 5,644
Net appreciation in value of investments 419,163 -
---------- ----------
Total 1,106,370 597,266
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DEDUCTIONS FROM NET ASSETS:
Net depreciation in value of investments - 356,378
Participants' withdrawals 181,216 97,546
Plan transfers (Note 9) 45,050 -
Expenses 290 376
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Total 226,556 454,300
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INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 879,814 142,966
NET ASSETS AVAILABLE FOR BENEFITS--Beginning of year 1,714,017 1,571,051
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS--End of year $2,593,831 $1,714,017
========== ==========
See notes to the financial statements.
4
BUNGE NORTH AMERICA, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003 AND 2002
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1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The Bunge North America, Inc. Savings Plan (the "Plan") was established as
of April 1, 1996. 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. Earnings on investments are 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 Savings
Plan Committee (the "Committee") appointed by the Board of Directors of
Bunge North America, Inc. (the "Company"). The Company's Board of Directors
have appointed certain employees to serve as trustees of the Plan. The Plan
is designed 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, hourly employees whose terms and conditions of employment are
not subject to a collective bargaining agreement (unless or until
participation in the Plan is agreed to in writing by the employer and the
collective bargaining agent), are immediately eligible to participate in
the Plan. Union employees' are eligible to participate in the Plan subject
to the terms of their collective bargaining agreements. 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, non-union participants may contribute up to 50%
of their base pay on a pre-tax basis. Contribution limits for union
participants are based on their respective collective
5
bargaining agreements. 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.
The contribution amounts and allocation between pre-tax and post-tax basis
of participants are subject to Internal Revenue Service discrimination
tests.
The employer matches non-union hourly participants an amount equal to 25%
of each such participant's pretax contributions, not to exceed 6% of the
participant's compensation for each pay period the participant makes pretax
contributions, not to exceed $520 for the plan years ended December 31,
2003 and 2002. The employer match for union participants is subject to
their respective collective bargaining agreements.
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 Company (with less than five years of
continuous service) for any reason other than normal retirement, permanent
disability, death or 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 have investment alternatives for the
investment of their contributions. Employer matching contributions are
initially allocated to participants based upon the current contribution
allocation among investment alternatives elected by the participants.
Thereafter, employer contributions may be allocated 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 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 or 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. See Note 10 for Plan amendment, which changes
employer groups that are covered by the Plan.
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 10). 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.
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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.
7. INVESTMENTS
The following investments represent five percent or more of net assets
available for benefits at December 31, 2003 and 2002:
2003 2002
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Putnam New Opportunities Fund $ 910,089 $ 596,692
Vanguard Institutional Index Fund 749,668 508,809
PIMCO Total Return Fund 332,364 263,398
Putnam Money Market Fund 350,513 261,969
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$2,342,634 $1,630,868
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The net appreciation (depreciation) 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, 2003 and
2002 is as follows:
2003 2002
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Mutual funds $ 402,487 $(358,115)
Bunge Limited common shares (1) 16,676 1,737
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Net appreciation (depreciation) in value of
investments $ 419,163 $(356,378)
========= =========
(1) Beginning in January 2002, the Plan allowed 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 2,687 and
787, respectively, common shares of Bunge Limited. During 2003 and 2002,
the Plan recorded dividend income of $657 and $128, respectively, and net
appreciation in fair value of $16,676 and $1,737, respectively, from Bunge
Limited common shares.
7
8. 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
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Employer contributions per the financial statements $ 45,099
Plus: employer contribution receivable at beginning of year 7,149
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Employer contributions per the Form 5500 $ 52,248
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Participant contributions per the financial statements $518,154
Plus: participant contribution receivable at beginning of year 39,635
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Participant contributions per the Form 5500 $557,789
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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.
10. SUBSEQUENT EVENT
Effective January 1, 2004, the Plan was amended. As a result of this
amendment, nonunion hourly participants of the Plan were transferred to the
Bunge Retirement Savings Plan (the "New Savings Plan") (formerly, the Bunge
North America, Inc. Profit Sharing Plan). The Plan continues to cover union
employees. In addition, participants of the Central Soya 401(k) Plan are
now included in this Plan. The New Savings Plan has different plan
provisions including: changing the recordkeeper, investment options
available to participants, contribution limits and employer contribution
match; option for participant loans; and 100% vesting of employer
contributions at the time of such contributions. Participants should refer
to the New Savings Plan document for complete details. The Plan
administrator and the Plan's tax counsel believe that the amended New
Savings Plan is designed and is currently being operated in compliance with
the applicable requirements of the IRC. For remaining Plan participants,
the Plan was amended to change the trustee, recordkeeper, and investment
options available to participants.
8
BUNGE NORTH AMERICA, INC. SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i--
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2003
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Number of Market
Description Shares Value
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INTEREST IN MUTUAL FUNDS:
Equity Growth Fund:
Putnam New Opportunities Fund 24,127 $ 910,089
Putnam Investors Fund 7,607 85,046
Legg Mason Value Institutional Portfolio Fund 852 53,122
American Funds New Perspective Fund 500 12,255
Oppenheimer Capital Appreciation Fund 285 11,025
Wellington Trust Co. II Core Equity 172 1,300
S&P 500 Equity Fund:
Vanguard Institutional Index Fund 7,366 749,668
Bond Fund:
PIMCO Total Return Fund 31,033 332,364
Money Market Fund:
Putnam Money Market Fund 350,513 350,513
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Total interest in mutual funds 2,505,382
*INTEREST IN COMMON SHARES--Bunge Limited 2,687 88,449
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Total investments $2,593,831
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* Party-in-interest
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees of the Bunge North America, Inc. Savings Plan have duly caused this
Annual Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Bunge North America, Inc. Savings Plan
Date: June 28, 2004 By: /s/ Michael M. Scharf
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Name: Michael M. Scharf
Title: Plan Trustee
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EXHIBIT INDEX
Exhibit
Number Description of Document
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23.1 Consent of Independent Registered Public
Accounting Firm
11