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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 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 Management Services Inc. Savings Plan
c/o Bunge Management Services Inc.
50 Main Street
White Plains, New York 10606
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 MANAGEMENT SERVICES INC. SAVINGS 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 Management Services Inc. Savings Plan
We have audited the accompanying statement of net assets available for benefits
of the Bunge Management Services Inc. Savings Plan (the "Plan") as of December
31, 2003, and the related statement of changes in net assets available for
benefits for the year 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 audit.
We conducted our audit in accordance with standards of the Public 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 audit provides 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 the changes in net assets available for benefits for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.
The 2002 statement of net assets available for benefits was compiled by us and
our report dated May 20, 2004 stated we did not audit or review this financial
statement and, accordingly, we express no opinion or other form of assurance on
it.
Our audit was 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 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 MANAGEMENT SERVICES INC. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002
-------------------------------------------------------------------------------
2003 2002
---- ----
(Unaudited)
INTESTMENTS-At fair value:
Mutual funds $7,354,106 $1,242,025
Interest in Bunge Limited common shares 232,112 68,736
---------- ----------
Total investments 7,586,218 1,310,761
CONTRIBUTIONS RECEIVABLE-Employer group 148,774 146,509
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $7,734,992 $1,457,270
========== ==========
See notes to the financial statements.
3
BUNGE MANAGEMENT SERVICES 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
---- ----
(Unaudited)
ADDITIONS TO NET ASSETS:
Investment income-interest and dividends $ 72,010 $ 17,532
Contributions:
Employer group 295,736 326,328
Participant 730,664 605,215
Rollovers 9,686 4,296
Plan transfers in (Note 9) 4,410,049 -
Net appreciation in value of investments 835,559 -
---------- ----------
Total 6,353,704 953,371
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DEDUCTIONS FROM NET ASSETS:
Net depreciation in value of investments - 216,351
Participants' withdrawals 56,986 17,589
Plan transfers out (Note 9) 18,936 -
Expenses 60 62
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Total 75,982 234,002
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CHANGE IN NET ASSETS AVAILABLE FOR BENEFITS 6,277,722 719,369
NET ASSETS AVAILABLE FOR BENEFITS-Beginning of year 1,457,270 737,901
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS-End of year $7,734,992 $1,457,270
========== ==========
See notes to the financial statements.
4
BUNGE MANAGEMENT SERVICES INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2003
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1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The Bunge Management Services Inc. Savings Plan (the "Plan"), was
established as of January 1, 1999; 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 Savings
Plan Committee (the "Committee") appointed by the Board of Directors of
Bunge Management Services Inc. (the "Company"). Certain employees (the
"Committee") have been appointed by the Company's Board of Directors to
serve as trustees of the Plan. 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. See Note 10 regarding the merger of this Plan
into another plan in 2004.
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.
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
---- ----
(Unaudited)
Vanguard Institutional Index Fund $2,583,159 $ 396,006
Putnam New Opportunities Fund 1,725,675 288,453
PIMCO Total Return Fund 1,224,054 179,248
Putnam Money Market Fund 685,256 138,328
Legg Mason Value Institutional Portfolio Fund 689,596 138,446
Putnam Investors Fund - 94,335
----------- ----------
$6,907,740 $1,234,816
=========== ==========
The net appreciation (depreciation) in fair value, including realized gains
and losses, for each class of investments as presented on the statements of
net assets available for benefits for the years ended December 31, 2003 and
2002 is as follows:
2003 2002
---- ----
(Unaudited)
Mutual funds $790,813 $(221,735)
Bunge Limited common shares (1) 44,746 5,384
--------- ---------
Net appreciation (depreciation) in value
of investments $835,559 $(216,351)
========= ==========
(1) The Plan allows for participants to invest in Bunge Limited common
shares. Bunge Limited is the parent company of the sponsoring
employer group. At December 31, 2003 and 2002, the Plan held 7,051
and 2,857, respectively, common shares of Bunge Limited. During
2003 and 2002, the Plan recorded dividend income of $2,088 and
$487, respectively, and net appreciation in fair value of $44,746
and $5,384, 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 recorded a discretionary contribution of $148,774 as
an employer group contribution receivable as of December 31, 2003. A
discretionary contribution of $146,509 was made for the 2002 plan year.
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
7
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 merged into the Bunge Retirement
Savings Plan (the "Savings Plan") (formerly, the Bunge North America, Inc.
Profit Sharing Plan). This merger resulted in the following changes to the
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 Savings Plan document for complete details. The Plan
administrator believes that the Savings Plan is designed and is currently
being operated in compliance with the applicable requirements of the IRC.
8
BUNGE MANAGEMENT SERVICES 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
----------- ------ ------
INTEREST IN MUTUAL FUNDS:
Equity Growth Funds:
Putnam New Opportunities Fund 45,750 $ 1,725,675
Putnam Investors Fund 20,237 226,248
Legg Mason Value Institutional Portfolio Fund 11,064 689,596
American Funds New Perspective Fund 3,930 96,249
Oppenheimer Capital Appreciation Fund 2,569 99,487
Wellington Trust Co. CIF US Core Equity 3,229 24,382
S&P 500 Equity Fund:
Vanguard Institutional Index Fund 25,380 2,583,159
Bond Fund:
PIMCO Total Return Fund 114,291 1,224,054
Money Market Fund:
Putnam Money Market Fund 685,256 685,256
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Total interest in mutual funds 7,354,106
*INTEREST IN COMMON SHARES-Bunge Limited 7,051 232,112
----------
Total investments $7,586,218
==========
*Party-in-Interest
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees of the Bunge Management Services Inc. Savings Plan have duly caused
this Annual Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Bunge Management Services Inc. Savings Plan
Date: June 28, 2004 By: /s/ T.K. Chopra
----------------------
Name: T.K. Chopra
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