Document



TABLE OF CONTENTS

		Page

Report of Independent Registered Public Accounting Firm		1


Financial Statements

Statements of Net Assets Available for Benefits as of December 31, 2016 and 2015		2

Statements of Changes in Net Assets Available for Benefits for the Years ended December 31, 2016 and 2015		3

Notes to Financial Statements		4


Supplemental Schedules

Signature		11

Exhibit 23.1 Consent of Independent Registered Public Accounting Firm		12

We have audited the accompanying statements of net assets available for benefits of the Bunge Retirement Savings Plan (the “Plan”) as of December 31, 2016 and 2015, 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 the 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 company’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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Bunge Retirement Savings Plan as of December 31, 2016 and 2015, and the changes in its net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.



BUNGE RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2016 AND 2015


	2016		2015

INVESTMENTS, at fair value:

Mutual funds	$	236,709,374	$	221,301,068
Bunge Limited common shares	10,936,673		10,682,976
Interest bearing cash	3,642,617		2,512,980
Common stock	2,136,166		2,840,327
Total Plan interest in Bunge Defined Contribution - Master Trust	253,424,830		237,337,351

RECEIVABLES:
Notes receivable from participants	3,795,406		3,740,844
Employer contributions	386,923		309,800

Total receivables	4,182,329		4,050,644

NET ASSETS AVAILABLE FOR BENEFITS	$	257,607,159	$	241,387,995


See notes to financial statements.



BUNGE RETIREMENT SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

	2016		2015

ADDITIONS:
Participants’ contributions	$	14,332,348	$	13,308,099
Employer contributions	6,658,781		6,213,166
Rollover contributions	2,876,759		878,001
Interest income on notes receivable from participants	139,735		139,825
Plan interest in Bunge Defined Contribution Plans Master Trust:
Investment income — dividends	8,013,208		10,618,931
Investment income — interest	84,225		22,880
Net appreciation (depreciation) in value of investments	7,634,311		(11,434,882		)

Net appreciation (depreciation) of Plan interest in Bunge Defined Contribution Master Trust	15,731,744		(793,071		)

Plan transfers	54		45,168

Total	39,739,421		19,791,188

DEDUCTIONS:
Benefits paid to participants	23,502,634		14,817,430
Administrative expenses (refunded)	17,623		(3,316		)

Total	23,520,257		14,814,114

INCREASE IN NET ASSETS	16,219,164		4,977,074

NET ASSETS AVAILABLE FOR BENEFITS — Beginning of year	241,387,995		236,410,921

NET ASSETS AVAILABLE FOR BENEFITS — End of year	$	257,607,159	$	241,387,995


See notes to financial statements.

The Bunge Retirement Savings Plan (the “Plan”) was established on January 1, 1971. On January 1, 2004, the Plan was amended to include participants from the Bunge Management Services Inc. Savings Plan, the Central Soya and Affiliates Thrift Savings Plan and the non-union participants from the Bunge North America, Inc. Savings Plan. Significant accounting policies followed by the Plan are as follows.

Investment Valuation and Income (Loss) Recognition — The Plan’s investment in the Bunge Defined Contribution Master Trust (the “Trust”) is presented at fair value, which has been determined based on the fair value of the underlying investments of the Trust. The Trust’s investments include mutual funds, Bunge Limited common shares, other common stock, and interest bearing cash holdings that are stated at estimated fair value based on quoted market prices. Sales and purchases of investments are accounted for on a trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Earnings (losses) on investments are allocated to participants based on daily account balances. See Note 9 for discussion of fair value measurements.

Use of Estimates — The preparation of financial statements in conformity with GAAP requires plan management to make estimates and assumptions that affect the reported amounts of assets, liabilities, accompanying notes of the Plan financial statements, and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Risks and Uncertainties — The Plan invests in the Trust which holds various securities, including mutual funds, Bunge Limited common shares, other common stock, and interest bearing cash holdings. 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 may occur in the near term and that such changes, could materially affect the amounts reported in the financial statements.

New Accounting Pronouncement — In February 2017, the Financial Accounting Standards Board issued Accounting Standards Update No. 2017-06, Plan Accounting Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965), Employee Benefit Plan Master Trust Reporting (“ASU 2017-06”). The amendments in this update require a plan’s interest in that master trust and any change in that interest to be presented in separate line items in the statements of net assets available for benefits and in the statement of changes in net assets available for benefits, respectively. Additionally, ASU 2017-06 removed the requirement to disclose the percentage interest in the master trust for plans with divided interests and requires that all plans disclose the dollar amount of their interest in each of those general types of investments, which supplements the existing requirement to disclose the master trust’s balances in each general type of investments. Lastly, ASU 2017-06 removed the redundant investment disclosures relating to the 401(h) account assets, which is not applicable to the Plan. The amendments in ASU 2017-06 are effective for fiscal years beginning after December 15, 2018 and should be applied retrospectively.

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 Investment Committee (the “Committee”) appointed by the Board of Directors of the Company. The Company has appointed Fidelity Management Trust Company (“Fidelity”) to serve as record keeper, administrator, and trustee of both the Plan and the Trust. 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 document. Participants should refer to the plan document for a more complete description of the applicable provisions of the Plan. All non-union employees (except seasonal, temporary and leased employees) employed by Bunge Milling, Inc.; Bunge Oils, Inc.; Bunge North America (East), L.L.C.; Bunge North America (OPD West), Inc.; Bunge Management Services Inc.; Bunge Global Markets, Inc.; Bunge North America, Inc. or their subsidiaries or EGT, LLC; Bunge-SCF Grain, LLC (collectively the “Employer Group”) are immediately eligible to participate in the Plan. Individual accounts are maintained for each Plan participant. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Participants may contribute up to 50% of their base salary during the plan year on a pre-tax basis. As determined by the IRC’s qualified retirement plan limits, the total amount which a participant could elect to contribute to the Plan on a pre-tax basis could not exceed $18,000. However, if a participant reached age 50 by December 31, they are able to contribute an additional $6,000 in “catch up” contributions to the Plan on a pre-tax basis.

Plan participants may select from a number of investment alternatives for their contributions. Investment choices include various mutual funds, common stock and the Bunge Common Stock Fund (subject to certain limits) (the “Bunge Fund”). The Bunge Fund pools a participant’s money with that of other employees to buy common shares of Bunge Limited as well as short-term investments designed to allow participants to buy or sell without the usual trade settlement period for individual stock transactions. The value of the participant investment in the Bunge Fund will vary depending on the performance of Bunge Limited, the overall stock market, and the performance and amount of short-term investments held by the Bunge Fund, less any expenses accrued against the Bunge Fund. All dividends and interest earned in the Bunge Fund are reinvested in the Bunge Fund. Participant’s ownership in the Bunge Fund is measured in units of the Bunge Fund instead of common shares.

Employer Group matching contributions are allocated to participants based upon the current contribution allocation among investment alternatives elected by the individual participant. Thereafter, employee and employer contributions may be reallocated by the participant among all investment alternatives.

Participants may withdraw their post-tax contributions plus earnings and, in certain circumstances, vested pre-January 1, 2004 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. Participants may not withdraw pre-tax contributions except as provided for hardship withdrawals or age 59½ withdrawals permitted by the Plan. Following normal retirement or termination of employment, participants must withdraw their entire account balances in a lump sum or any other form of payment allowed by the Plan prior to April 1 following the calendar year in which the participant attains age 70½. Participants with account balances less than or equal to $5,000 upon retirement or termination must withdraw their entire account balances in a lump sum or any other form of payment allowed by the Plan on the date the participant terminates employment. Withdrawals by participants are recorded upon distribution.

The Plan allows participants the option of making qualified (as defined by the Plan document and the IRC) rollover contributions into the Plan. A participant may withdraw all or any portion of their after-tax contribution account or rollover contribution account, including earnings, at any time.

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 and participants can have no more than one loan outstanding at any given time. 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. As of December 31, 2016, participant loans bear interest rates of 3.75% to 4.50%and mature through September 2046. No allowance for credit losses have been recorded as of December 31, 2016 or 2015. Notes receivable from participants are measured at their unpaid principal balance plus any accrued, but unpaid interest.

Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event the Plan is terminated, participants will become 100% vested in their employer contributions.

The Plan obtained its latest determination letter from the Internal Revenue Service on April 16, 2014, stating that the Plan and related trust was designed, and in compliance with the applicable sections of the IRC. The plan administrator believes that the Plan is currently designed and being operated in compliance with 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.

GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the state and federal taxing authorities. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2016, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

Certain of the Trust’s investments are in shares of funds offered by the trustee. Therefore, these transactions qualify as exempt party-in-interest transactions under ERISA. Fees paid (refunded) by the Plan were $17,623 and $(3,316) for the years ended December 31, 2016 and 2015, respectively.

The Plan allows for participants to invest in the Bunge Fund (subject to certain limits) which holds Bunge Limited common shares, as well as, short-term investments. Bunge Limited is the parent company of the sponsoring Company. The Bunge Fund held 158,086 and 163,632 common shares of Bunge Limited at December 31, 2016 and 2015, respectively of which 151,394 and 156,485 shares were allocated to the Plan at December 31, 2016 and 2015. During 2016 and 2015, the Plan recorded dividend income of $255,912and $218,622, respectively, and net (depreciation) appreciation in fair value of $630,295 and $(3,393,308), respectively, from Bunge Limited common shares.

The Plan’s investment assets are held in the Trust which was established for the investment of the combined assets of the Plan and other defined contribution plans sponsored by the Company. Each participating plan has an undivided interest in the Trust. The assets of the Trust are held, managed, and administered by the trustee pursuant to the terms of the Bunge Defined Contribution Master Trust. Investment income and administrative expenses relating to the Trust are allocated to the individual participants in the plans based upon individual participant activity.



	2016		2015

Cash	$	3,762,039	$	2,575,973

Investments – at fair value:
Mutual funds	247,907,758		232,611,408
Bunge Limited common shares	11,420,133		11,172,793
Common stock	2,280,097		2,965,952

Total investment at fair value	261,607,988		246,750,153

Total	$	265,370,027	$	249,326,126

The various inputs that may be used to determine the value of the Plan’s and Trust’s investments are summarized in three broad levels. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. There have been no changes in methodologies or investment levels during the years ended December 31, 2016 and 2015.

The following tables set forth by level within the fair value hierarchy a summary by category of debt and equity securities held by the Trust measured at fair value on a recurring basis at December 31, 2016 and 2015. The tables do not include the Trust’s cash of $3,762,039 and $2,575,973, respectively, in accordance with the disclosure requirements of ASC 820.



	Fair Value Measurements at December 31, 2016, Using

	Quoted Prices
	in Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total

Mutual funds	$	247,907,758	$	—	$	—	$	247,907,758
Bunge Limited common shares	11,420,133		—		—		11,420,133
Common stock	2,280,097		—		—		2,280,097

Total	$	261,607,988	$	—	$	—	$	261,607,988

	Fair Value Measurements at December 31, 2015, Using

	Quoted Prices
	in Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total

Mutual funds	$	232,611,408	$	—	$	—	$	232,611,408
Bunge Limited common shares	11,172,793		—		—		11,172,793
Common stock	2,965,952		—		—		2,965,952

Total	$	246,750,153	$	—	$	—	$	246,750,153

The following tables set forth by level within the fair value hierarchy a summary by category of debt and equity securities held by the Plan included in its interest in the Trust measured at fair value on a recurring basis at December 31, 2016 and 2015. The tables do not include the Plan’s cash of $3,642,617 and $2,512,980, respectively, in accordance with the disclosure requirements of ASC 820.



	Fair Value Measurements at December 31, 2016, Using

	Quoted Prices
	in Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total

Mutual funds	$	236,709,374	$	—	$	—	$	236,709,374
Bunge Limited common shares	10,936,673		—		—		10,936,673
Common stock	2,136,166		—		—		2,136,166

Total	$	249,782,213	$	—	$	—	$	249,782,213

	Fair Value Measurements at December 31, 2015, Using

	Quoted Prices
	in Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total

Mutual funds	$	221,301,068	$	—	$	—	$	221,301,068
Bunge Limited common shares	10,682,976		—		—		10,682,976
Common stock	2,840,327		—		—		2,840,327

Total	$	234,824,371	$	—	$	—	$	234,824,371

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. 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 those transfers may from time-to-time result in plan payables or receivables in the respective plans.

We consent to incorporation by reference in the Registration Statement (Form S-8 No. 333-75762) of our report dated June 19, 2017, relating to the statements of net assets available for benefits of the Bunge Retirement Savings Plan as of December 31, 2016 and 2015, the related statements of changes in net assets available for benefits for the years then ended, which appear in the December 31, 2016 annual report on Form 11-K of the Bunge Retirement Savings Plan.



	Bunge Retirement Savings Plan


Date: June 19, 2017	By:	/s/ Geralyn F. Hayes
		Geralyn F. Hayes
		Plan Administrator


A.	Full title of the plan and the address of the plan, if different from that of the issuer named below:


1.	BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES


2.	PLAN DESCRIPTION


3.	CONTRIBUTIONS AND WITHDRAWALS


4.	NOTES RECEIVABLE FROM PARTICIPANTS