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, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
for the transition period from to
Commission File Number: 1-16625
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Bunge Savings Plan - Supplement A
c/o Bunge North America, Inc.
11720 Borman Drive
St. Louis, Missouri 63146
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Bunge Limited
50 Main Street
White Plains, NY 10606
BUNGE SAVINGS PLAN - SUPPLEMENT A
TABLE OF CONTENTS
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Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits as of
December 31, 2005 2
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2005 3
Notes to Financial Statements 4-7
SUPPLEMENTAL SCHEDULE:
Form 5500, Schedule H, Line 4i--Schedule of Assets
(Held at End of Year) as of December 31, 2005 8
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 Employment Retirement Income Act of 1974
have been omitted because they are not applicable.
Signature Page 9
Exhibit Index 10
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Bunge Savings Plan - Supplement A:
We have audited the accompanying statement of net assets available for benefits
of the Bunge Savings Plan - Supplement A (the "Plan") as of December 31, 2005,
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 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 audit 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 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,
2005, 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.
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 the audit of the basic 2005 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
June 16, 2006
BUNGE SAVINGS PLAN - SUPPLEMENT A
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2005
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2005
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INVESTMENTS--At fair value:
Mutual Funds $1,722,681
Common collective trusts 426,207
Interest in Bunge Limited common shares 32,568
Participants loans 90,503
----------
Total investments 2,271,959
EMPLOYEE CONTRIBUTIONS RECEIVABLE 4,053
PLAN TRANSFER PAYABLE (29,832)
----------
NET ASSETS AVAILABLE FOR BENEFITS $2,246,180
==========
See notes to financial statements.
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BUNGE SAVINGS PLAN - SUPPLEMENT A
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2005
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2005
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ADDITIONS TO NET ASSETS:
Investment income--interest $ 12,062
Investment income--dividends 47,341
Net appreciation in fair value of investments 61,514
Participant contributions 206,351
Other contributions 6,181
Asset transfers (Note 10) 2,160,624
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Total 2,494,073
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DEDUCTIONS FROM NET ASSETS:
Administrative expenses 3,181
Benefits paid to participants 242,517
Other deductions 2,195
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Total 247,893
-----------
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 2,246,180
NET ASSETS AVAILABLE FOR BENEFITS--Beginning of year -
-----------
NET ASSETS AVAILABLE FOR BENEFITS--End of year $ 2,246,180
===========
See notes to financial statements.
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BUNGE SAVINGS PLAN - SUPPLEMENT A
NOTES TO FINANCIAL STATEMENTS
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1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The Bunge Savings Plan - Supplement A (the "Plan") is a subplan of the
Bunge Savings Plan, formerly the Bunge North America, Inc. Savings Plan
(the "Savings Plan"), which was established in April 1, 1996. Prior to
January 1, 2004, the Plan was a standalone plan known as the Central Soya
401(k) Plan for Hourly Employees. The Savings Plan was amended effective
January 1, 2004, to transfer the assets of the Central Soya 401(k) Plan for
Hourly Employees to the Savings Plan and master trust. The Savings Plan was
further amended to provide that the plan provisions applicable to the
participants in the Central Soya 401(k) Plan for Hourly Employees are set
forth in a separate subplan known as the Bunge Savings Plan - Supplement A.
Effective January 1, 2005, Bunge Limited (the parent of the Plan sponsor)
separated the Plan from the Savings Plan. Accordingly, the financial
statements herein include the net assets available for benefits of the Plan
as of December 31, 2005 and the related changes in net assets available for
benefits for 2005.
Basis of Accounting--The financial statements of the Plan have been
prepared in accordance with accounting principles generally accepted in the
United States of America.
Investments--Investments in Bunge Limited common shares, common collective
trusts, and mutual funds are stated at fair value which is based on quoted
market prices. Purchases and sales of investments are accounted for on the
trade date. Interest and dividend income is recorded when earned. Earnings
on investments are allocated to participants based on account balances.
Administrative Expenses--Administrative expenses of the Plan are paid by
the Plan as provided in the Plan document.
Use of Estimates--The preparation of financial statements in accordance
with accounting principles generally accepted in the United States of
America requires Plan management to make estimates and assumptions that
affect the reported amounts of net assets available for benefits and
changes therein. Actual results could differ from those estimates.
The Plan invests in various securities, including common stock and mutual
funds. These investment securities, in general, are exposed to various
risks, such as interest rate, credit, and overall market volatility. Due to
the level of risk associated with certain investment securities, it is
reasonably possible that changes in the values of investment securities
will occur in the near term and that such changes could materially affect
the amounts reported in the financial statements.
2. PLAN DESCRIPTION
The Plan is a defined contribution plan designed to qualify under Section
401(k) of the Internal Revenue Code ("IRC") and is administered by the
Savings Plan Committee (the "Committee") appointed by the Board of
Directors of Bunge North America, Inc. (the "Company"). The Company has
appointed CitiStreet as recordkeeper and State Street Bank and Trust
Company ("State Street") to serve as Trustee of the Plan. The descriptions
of Plan terms in the following notes to financial statements are provided
for general information purposes only and are qualified in their entirety
by reference to the Plan.
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Participants should refer to the Plan document for more complete
information. All regular hourly employees of Bunge North America (East),
L.L.C., whose terms and conditions of employment are subject to a
collective bargaining agreement that bargained to participate in the Plan,
are eligible participants. Individual accounts are maintained for each Plan
participant. The Plan is subject to the provisions of ERISA.
3. CONTRIBUTIONS AND WITHDRAWALS
Contribution limits for participants are based on their respective
collective bargaining agreements. The total amount that a participant could
elect to contribute to the Plan on a pre-tax basis in 2005 could not exceed
$14,000. However, in 2005 if a participant reached age 50 by December 31,
they were able to contribute an additional $4,000 "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 ("IRS")
discrimination tests.
Upon entry into the Plan, participants may elect from a number of
investment alternatives for their contributions.
Participants may not withdraw pre-tax contributions except as provided for
hardship withdrawals or age 59 1/2 withdrawals permitted by the Plan.
Following normal retirement, participants must withdraw their entire
account balances in a lump sum or any other form of payment that is allowed
by the Plan.
The Plan allows participants the option of making qualified (as defined by
the Plan document and the IRC) rollover contributions into the Plan.
4. PARTICIPANT LOANS
Plan 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.
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. Participant loans are valued at the outstanding
loan balance.
5. PLAN TERMINATION
The Company expects and intends to continue the Plan indefinitely but
reserves the right to terminate the Plan at any time subject to the
provisions of ERISA. Upon such Plan termination, participants will become
100% vested in their accounts.
6. TAX STATUS
The Internal Revenue Service has determined and informed the Plan
administrator by a letter, dated June 4, 2002, that the Plan and related
master trust are designed in accordance with applicable sections of the
IRC. The Plan has been amended subsequent to the applicable date of that
letter (see Note 1). The Plan administrator believes that the Plan is
designed and is currently being operated in compliance with
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the applicable requirements of the IRC and the Plan and related trust
continue to be tax exempt. Accordingly, no provision for income taxes has
been recorded in the Plan's financial statements.
7. RELATED-PARTY TRANSACTIONS
Certain of the investments are invested in shares of funds offered by the
Trustee. Therefore, these transactions qualify as exempt party-in-interest
transactions. Such investments as of December 31, 2005, are disclosed on
the supplemental schedule of assets held for investment purposes.
Personnel and facilities of the Company have been used by the Plan for its
accounting and other activities at no charge to the Plan. Expenses incurred
in connection with administrative fees are paid out of the balance of
participant accounts.
8. INVESTMENTS
The investments that represent 5% or more of net assets available for
benefits at December 31, 2005, are as follows:
Legg Mason Value Fund $773,883
SSgA Money Market Fund 410,192
Fidelity Capital Appreciation Fund 321,462
American Funds New Perspective Fund 159,404
SSgA Moderate Strategic Asset Allocation Fund 154,459
SSgA Conservative Strategic Asset Allocation Fund 138,769
The net appreciation in fair value, including realized gains and losses,
for each class of investments as presented on the statement of net assets
available for benefits for the year ended December 31, 2005, is as follows:
Mutual funds $44,820
Common collective trusts 16,544
Interest in Bunge Limited common shares (1) 150
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Net appreciation in value of investments $61,514
=======
(1) The Plan allows for participants to invest in Bunge Limited common
shares. Bunge Limited is the parent company of the sponsoring
employer. The Plan held 534 common shares of Bunge Limited at December
31, 2005. During 2005, the Plan recorded dividend income of $132, and
net appreciation in fair value of $150, from Bunge Limited common
shares.
9. PLAN TRANSFERS
Certain Plan participants had accounts in another defined contribution plan
sponsored by the Company or a company within the same control group. Plan
transfers included in the statements of changes in net assets available for
benefits reflect transfers made to combine multiple participant accounts
into each participant's active account. In addition, if a change in a
participant's employment classification occurs during a Plan year (for
example, transfer from union to non-union classification), the assets
related to such participant would be transferred to the applicable plan
within the control group for such participant's new employment status. Such
transfer will be made within a reasonable period of time following the
change in employment classification. Timing of such transfers may, from
time-to-time, result in Plan payables or receivables in the respective
plans.
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10. ASSET TRANSFERS
Effective January 1, 2005, based on the closing market value as of
December 31, 2004, the assets and liabilities of all regular hourly
employees of Bunge North America (East), L.L.C., including the employee
contribution receivable of $4,402 and the plan transfer payable of
$27,637, were transferred to the Plan from the Bunge Savings Plan. Each
fund's assets were transferred to identical investment funds at
CitiStreet. The fair value of the assets transferred was as follows:
PIMCO Total Return Fund $ 55,819
Oakmark Select Fund 3,897
Fidelity Magellan Fund 447,828
Fidelity Dividend Growth Fund 380,628
Oppenheimer Capital Appreciation Fund 242
Fidelity Capital Appreciation Fund 292,946
American Funds New Perspective Fund 127,977
Wellington US Core Equity Fund 243
Legg Mason Value Fund 1,126
SSgA Money Market Fund 455,631
SSgA Conservative Strategic Asset Allocation Fund 116,369
SSgA Moderate Strategic Asset Allocation Fund 130,531
SSgA Aggressive Strategic Asset Allocation Fund 58,410
SSgA S&P 500 Index Fund 25,146
Interest in Bunge Limited common shares 2,054
Participant Loans 85,012
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Total $2,183,859
==========
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BUNGE SAVINGS PLAN - SUPPLEMENT A
FORM 5500, SCHEDULE H, PART IV, LINE 4i--
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2005
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Number of Market
Description Shares/Units Cost** Value
----------- ------------ ------ -----
INTEREST IN MUTUAL FUNDS:
PIMCO Total Return Fund 4,402.5257 $ 46,227
Oakmark Select Fund 349.9480 11,513
Fidelity Capital Appreciation Fund 12,807.2450 321,462
American Funds New Perspective Fund 5,600.9926 159,404
Legg Mason Value Fund 10,391.8791 773,883
* SSgA Money Market Fund 410,192.4300 410,192
----------
Total interest in mutual funds 1,722,681
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INTEREST IN COMMON COLLECTIVE TRUSTS:
* SSgA Conservative Strategic Asset Allocation Fund 12,592.4528 138,769
* SSgA Moderate Strategic Asset Allocation Fund 13,478.1099 154,459
* SSgA Aggressive Strategic Asset Allocation Fund 5,862.2595 69,585
* SSgA S&P 500 Index Fund 2,777.3268 59,843
* SSgA S&P Midcap Fund 104.4433 3,551
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Total interest in common collective trusts 426,207
----------
* INTEREST IN COMMON STOCK--Bunge Limited
common shares 534 32,568
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* PARTICIPANT LOANS, rates from 4.5% to 10.0%,
maturities through January 2010 90,503
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TOTAL INVESTMENTS $2,271,959
==========
*Party-in-interest
**Cost information is not required for participant-directed investments and,
therefore, is not included.
-8-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
plan administrator of the Bunge Savings Plan - Supplement A has duly caused this
Annual Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Bunge Savings Plan - Supplement A
Date: June 21, 2006 By: /s/ Philip Staggs
---------------------------
Philip Staggs
Plan Administrator
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EXHIBIT INDEX
Exhibit
Number Description of Document
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23.1 Consent of Independent Registered Public Accounting Firm
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