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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, 2002
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
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BUNGE NORTH AMERICA, INC. PROFIT SHARING PLAN
TABLE OF CONTENTS
Page
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Independent Auditors' Report 2
Audited Financial Statements:
Statement of Net Assets Available for Benefits at December 31, 2002
and 2001 3
Statement of Changes in Net Assets Available for Benefits for the
Years Ended December 31, 2002 and 2001 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, 2002 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
INDEPENDENT AUDITORS' REPORT
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, 2002 and 2001, 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 auditing standards generally accepted
in the United States of America. 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,
2002 and 2001, 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
April 11, 2003
2
BUNGE NORTH AMERICA, INC. PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001
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2002 2001
INVESTMENTS--At fair value:
Mutual funds $65,026,435 $76,893,266
Interest in Bunge Limited common shares 901,135 -
----------- -----------
Total investments 65,927,570 76,893,266
----------- -----------
CONTRIBUTIONS RECEIVABLE:
Participants - 145,041
Employer Group 844,345 461,015
----------- -----------
Total contributions receivable 844,345 606,056
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NET ASSETS AVAILABLE FOR BENEFITS $66,771,915 $77,499,322
=========== ===========
See notes to the financial statements.
3
BUNGE NORTH AMERICA, INC. PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2002 AND 2001
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2002 2001
ADDITIONS TO NET ASSETS:
Investment income--interest and dividends $ 1,513,288 $ 1,749,034
Contributions:
Employer Group 1,568,655 1,161,849
Participant 3,827,449 3,562,847
Rollovers 288,446 174,585
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Total 7,197,838 6,648,315
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DEDUCTIONS FROM NET ASSETS:
Net depreciation in value of investments 13,728,586 15,135,978
Participants' withdrawals 4,194,267 5,356,706
Expenses 2,392 21,476
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Total 17,925,245 20,514,160
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DECREASE IN NET ASSETS AVAILABLE FOR BENEFITS (10,727,407) (13,865,845)
NET ASSETS AVAILABLE FOR BENEFITS--Beginning of year 77,499,322 91,365,167
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS--End of year $66,771,915 $77,499,322
=========== ===========
See notes to the financial statements.
4
BUNGE NORTH AMERICA, INC. PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
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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. 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
following descriptions of Plan terms 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 2002
5
could not exceed $11,000. However, if a participant reached age 50 by
December 31, 2002 they were able to contribute an additional $1,000 "catch
up" contribution to the Plan on a pre-tax basis.
From April 1, 2001 to December 31, 2001, participants could contribute an
amount from 1 to 15% of their base salary on a pre-tax basis. Participants
also had the option to contribute on a post-tax basis up to 4% of their
base salary. Prior to April 1, 2001, participants were allowed to
contribute an amount from 1 to 6% of their base salary on a pre-tax basis.
The post-tax contribution options have not changed. 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. The Plan administrator and the Plan's tax
counsel believe that the Plan is designed and
6
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.
7. INVESTMENTS
The following investments represent five percent or more of net assets
available for benefits at December 31, 2002 and 2001:
2002 2001
Vanguard Institutional Index Fund $19,552,713 $26,963,218
Putnam New Opportunities Fund 15,214,915 23,791,786
PIMCO Total Return Fund 14,253,943 11,202,962
Putnam Money Market Fund 13,081,587 12,226,042
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, 2002 and
2001 is as follows:
2002 2001
Mutual funds $(13,834,961) $(11,105,573)
Common or collective trust fund - (4,030,405)
Bunge Limited common shares (1) 106,375 -
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Net depreciation in value of investments $(13,728,586) $(15,135,978)
============ ============
(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, 2002, the Plan
held 37,454 shares of Bunge Limited. During 2002, the Plan recorded
dividend income of $8,100 and net appreciation in fair value of
$106,375 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 2003, the Company approved an
additional discretionary contribution for the 2002 Plan year of 30% of the
contributions of each participant up to 6% of their pre-tax salary. This
additional contribution results in the Company matching 55% of the
participant's contributions, up to 6% of the participant's pre-tax salary,
made in 2002. The discretionary contribution of $844,345 has
7
been recorded as an employer group contribution receivable by the Plan. A
discretionary contribution of $432,151 was made for the 2001 plan year.
9. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500 for 2001:
2001
Net assets available for benefits per the financial statements $77,499,322
Less:
Participant contribution receivable at December 31, 2001 145,041
Employer Group contribution receivable at December 31, 2001 461,015
-----------
Net assets available for benefits per the Form 5500 $76,893,266
===========
The following is a reconciliation of contributions per the financial
statements to the Form 5500:
2002 2001
Employer Group contributions per the financial statements $1,568,655 $1,161,849
Less: Employer Group contribution receivable at December 31, 2001 - 461,015
Plus: Employer Group contribution receivable at December 31, 2001 461,015 -
---------- ----------
Employer Group contributions per the Form 5500 $2,029,670 $ 700,834
========== ==========
Participant contributions per the financial statements $3,827,449 $3,562,847
Less: Participant contribution receivable at December 31, 2001 - 145,041
Plus: Participant contribution receivable at December 31, 2001 145,041 -
---------- ----------
Participant contributions per the Form 5500 $3,972,490 $3,417,806
========== ==========
8
BUNGE NORTH AMERICA, INC. PROFIT SHARING PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i--
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
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NUMBER MARKET
DESCRIPTION OF SHARES VALUE
INTEREST IN MUTUAL FUNDS:
Equity Growth Funds:
Putnam New Opportunities Fund 535,171 $15,214,915
Putnam Investors Fund 137,215 1,207,496
Legg Mason Value Fund 34,818 1,502,062
American Funds New Perspective Fund 3,798 68,523
Oppenheimer Capital Appreciation Fund 1,797 53,749
Wellington Trust Co. CIF US Core Equity 15,191 91,447
S&P 500 Equity Fund:
Vanguard Institutional Index Fund 243,014 19,552,713
Bond Fund:
PIMCO Total Return Fund 1,335,890 14,253,943
Money Market Fund:
Putnam Money Market Fund 13,081,587 13,081,587
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Total interest in mutual funds 65,026,435
*INTEREST IN COMMON SHARES--Bunge Limited
37,454 901,135
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Total investments $65,927,570
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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. 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 30, 2003 By: /s/ Michael M. Scharf
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Name: Michael M. Scharf
Title: Plan Trustee
10
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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23.1 Independent Auditors' Consent
99.1 Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted By Section 906 of the Sarbanes-Oxley Act of 2002
11