Bunge Global SA 10-Q for FY2024 Q3
Bunge Global SA (BG)
10-Q
2024-10-30
For: 2024-09-30
View Original
Added on
April 09, 2026
About this 10-Q
Bunge Global SA filed this 10-Q on October 30, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).
Headline figures
Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $12.91B
- down 9.3% from $14.23B a year earlier
- Net income
- $221M
- down 40.8% from net income of $373M a year earlier
- Diluted EPS
- $1.56
- down 36.8% from $2.47 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number 000-56607
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| N.A. | ||||||||
| (Address of registered office and principal executive office) | (Zip Code) | |||||||
| 1391 Timberlake Manor Parkway | ||||||||
| Chesterfield, Missouri | 63017 | |||||||
| (Address of corporate headquarters) | (Zip Code) | |||||||
(314 ) 292-2000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ý | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ý
As of October 25, 2024, the number of registered shares outstanding of the registrant was:
Registered shares, par value $.01 per share:139,627,104
BUNGE GLOBAL SA
TABLE OF CONTENTS
| Page | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BUNGE GLOBAL SA AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Unaudited)
(U.S. dollars in millions, except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods sold | ( | ( | ( | ( | |||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Foreign exchange (losses) gains – net | ( | ( | ( | ||||||||||||||||||||
| Other income (expense) – net | |||||||||||||||||||||||
| Income (loss) from affiliates | ( | ( | |||||||||||||||||||||
| Income (loss) before income tax | |||||||||||||||||||||||
| Income tax (expense) benefit | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) | |||||||||||||||||||||||
| Net (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) attributable to Bunge shareholders (Note 18) | $ | $ | $ | $ | |||||||||||||||||||
| 0 | 0 | ||||||||||||||||||||||
| Earnings per share—basic (Note 18) | |||||||||||||||||||||||
| Net income (loss) attributable to Bunge shareholders - basic | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share—diluted (Note 18) | |||||||||||||||||||||||
| Net income (loss) attributable to Bunge shareholders - diluted | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
BUNGE GLOBAL SA AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(U.S. dollars in millions)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign exchange translation adjustment | ( | ( | |||||||||||||||||||||
Unrealized gains (losses) on designated hedges, net of tax (expense) benefit of $( | ( | ( | |||||||||||||||||||||
Reclassification of net (gains) losses to net income, net of tax expense (benefit) of $ | ( | ( | ( | ||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Total comprehensive income (loss) | |||||||||||||||||||||||
| Comprehensive (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
Total comprehensive income (loss) attributable to Bunge | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
BUNGE GLOBAL SA AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(U.S. dollars in millions, except share data)
| September 30, 2024 | December 31, 2023 | |||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Trade accounts receivable (less allowances of $ | ||||||||||||||
| Inventories (Note 5) | ||||||||||||||
| Other current assets (Note 6) | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant and equipment, net | ||||||||||||||
| Operating lease assets | ||||||||||||||
| Goodwill | ||||||||||||||
| Other intangible assets, net | ||||||||||||||
| Investments in affiliates | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Other non-current assets (Note 7) | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Short-term debt (Note 13) | $ | $ | ||||||||||||
| Current portion of long-term debt (Note 13) | ||||||||||||||
Trade accounts payable (includes $ | ||||||||||||||
| Current operating lease obligations | ||||||||||||||
| Other current liabilities (Note 10) | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt (Note 13) | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Non-current operating lease obligations | ||||||||||||||
| Other non-current liabilities (Note 16) | ||||||||||||||
| Redeemable noncontrolling interest | ||||||||||||||
Equity (Note 17): | ||||||||||||||
Registered shares, par value $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive income (loss) (Note 17) | ( | ( | ||||||||||||
Treasury shares, at cost; 2024 - | ( | ( | ||||||||||||
| Total Bunge shareholders’ equity | ||||||||||||||
| Noncontrolling interests | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities, redeemable noncontrolling interest and equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
BUNGE GLOBAL SA AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(U.S. dollars in millions)
| Nine Months Ended September 30, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| OPERATING ACTIVITIES | ||||||||||||||
| Net income (loss) | $ | $ | ||||||||||||
| Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities: | ||||||||||||||
| Impairment charges | ||||||||||||||
| Foreign exchange (gain) loss on net debt | ( | |||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||
| Share-based compensation expense | ||||||||||||||
| Deferred income tax expense (benefit) | ( | |||||||||||||
| Results from affiliates | ( | |||||||||||||
| Other, net | ||||||||||||||
| Changes in operating assets and liabilities, excluding the effects of acquisitions and dispositions: | ||||||||||||||
| Trade accounts receivable | ||||||||||||||
| Inventories | ( | |||||||||||||
| Secured advances to suppliers | ( | |||||||||||||
| Trade accounts payable and accrued liabilities | ( | ( | ||||||||||||
| Advances on sales | ( | ( | ||||||||||||
| Net unrealized (gains) losses on derivative contracts | ( | |||||||||||||
| Margin deposits | ( | ( | ||||||||||||
| Recoverable and income taxes, net | ( | ( | ||||||||||||
| Marketable securities | ( | |||||||||||||
| Other, net | ||||||||||||||
| Cash provided by (used for) operating activities | ||||||||||||||
| INVESTING ACTIVITIES | ||||||||||||||
| Payments made for capital expenditures | ( | ( | ||||||||||||
| Proceeds from investments | ||||||||||||||
| Payments for investments | ( | ( | ||||||||||||
| Settlements of net investment hedges | ( | ( | ||||||||||||
| Proceeds from beneficial interest in securitized trade receivables | ||||||||||||||
| Proceeds from disposals of businesses and property, plant and equipment | ||||||||||||||
| Proceeds from investments in affiliates | ||||||||||||||
| Payments for investments in affiliates | ( | ( | ||||||||||||
| Other, net | ( | |||||||||||||
| Cash provided by (used for) investing activities | ( | ( | ||||||||||||
| FINANCING ACTIVITIES | ||||||||||||||
| Net change in short-term debt with maturities of three months or less | ||||||||||||||
| Proceeds from short-term debt with maturities greater than three months | ||||||||||||||
| Repayments of short-term debt with maturities greater than three months | ( | ( | ||||||||||||
| Proceeds from long-term debt | ||||||||||||||
| Repayments of long-term debt | ( | ( | ||||||||||||
| Debt issuance costs | ( | ( | ||||||||||||
| Repurchases of registered shares | ( | ( | ||||||||||||
| Dividends paid to registered and common shareholders | ( | ( | ||||||||||||
| Capital contributions from (Return of capital to) noncontrolling interest | ||||||||||||||
| Other, net | ( | ( | ||||||||||||
| Cash provided by (used for) financing activities | ( | |||||||||||||
| Effect of exchange rate changes on cash and cash equivalents, and restricted cash | ||||||||||||||
| Net increase (decrease) in cash and cash equivalents, and restricted cash | ||||||||||||||
| Cash and cash equivalents, and restricted cash - beginning of period | ||||||||||||||
| Cash and cash equivalents, and restricted cash - end of period | $ | $ | ||||||||||||
6
BUNGE GLOBAL SA AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS
(Unaudited)
(U.S. dollars in millions, except share data)
| Registered Shares | Treasury Shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable Non- Controlling Interests | Shares | Amount | Shares | Amount | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non- Controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, July 1, 2024 | $ | $ | $ | ( | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends on registered shares | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends to noncontrolling interests on subsidiary common stock | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital contribution (return) from (to) noncontrolling interest | — | — | — | — | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | ( | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of registered shares, including stock dividends | — | — | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | ( | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares | Treasury Shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable Non- Controlling Interests | Shares | Amount | Shares | Amount | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non- Controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, July 1, 2023 | $ | $ | $ | ( | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends on common shares, $ | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends to noncontrolling interests on subsidiary common stock | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital contribution (return) from (to) noncontrolling interest | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of noncontrolling interest | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | ( | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares, including stock dividends | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | ( | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7
| Registered Shares | Treasury Shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable Non- Controlling Interests | Shares | Amount | Shares | Amount | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non- Controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, January 1, 2024 | $ | $ | $ | ( | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends on registered shares, $ | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends to noncontrolling interests on subsidiary common stock | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital contribution (return) from (to) noncontrolling interest | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of registered shares | — | ( | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of registered shares, including stock dividends | — | — | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | ( | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares | Treasury Shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable Non- Controlling Interests | Shares | Amount | Shares | Amount | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non- Controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, January 1, 2023 | $ | $ | $ | ( | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends on common shares, $ | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends to noncontrolling interests on subsidiary common stock | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital contribution (return) from (to) noncontrolling interest | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of noncontrolling interest | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | ( | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares, including stock dividends | — | — | — | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | ( | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION, PRINCIPLES OF CONSOLIDATION, AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements include the accounts of Bunge Global SA ("Bunge" or the "Company"), its subsidiaries and variable interest entities ("VIEs") in which Bunge is considered to be the primary beneficiary, and as a result, include the assets, liabilities, revenues, and expenses of all entities over which Bunge has a controlling financial interest. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended ("Exchange Act"). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to Securities and Exchange Commission ("SEC") rules. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included. The condensed consolidated balance sheet at December 31, 2023 has been derived from Bunge’s audited consolidated financial statements at that date. Operating results for the nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024. The financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023, forming part of Bunge’s 2023 Annual Report on Form 10-K filed with the SEC on February 22, 2024.
Cash, Cash Equivalents, and Restricted Cash
| (US$ in millions) | September 30, 2024 | September 30, 2023 | |||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash included in Other current assets | |||||||||||
| Total | $ | $ | |||||||||
Cash paid for income taxes, net of refunds received, was $333 million and $350 million for the nine months ended September 30, 2024, and 2023, respectively. Cash paid for interest expense was $357 million and $366 million for the nine months ended September 30, 2024, and 2023, respectively.
9
New Accounting Pronouncements and Disclosure Rules
In March 2024, the SEC adopted final climate-related disclosure rules under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. The rules require disclosure of governance, risk management, and strategy related to material climate-related risks as well as disclosure of material greenhouse gas emissions in registration statements and annual reports. In addition, the rules require presentation of certain climate-related disclosures in the annual consolidated financial statements. On April 4, 2024, the SEC voluntarily stayed the effective date of the final rules pending completion of judicial review following certain legal challenges. The rules are effective beginning with annual periods ending December 31, 2025, pending resolution of the stay. Bunge is currently evaluating the impact of the rules on the Company’s disclosures.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) ("ASU 2023-09"). ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The new requirements apply to all entities subject to income taxes and will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively and early adoption is permitted. The Company has begun evaluating disclosure presentation alternatives that will result in expanded disclosure in the Company's Income Taxes footnote.
2. ACQUISITIONS AND DISPOSITIONS
Acquisitions
Viterra Limited Business Combination Agreement
On June 13, 2023, Bunge entered into a definitive business combination agreement (the "Business Combination Agreement") with Viterra Limited ("Viterra") and its shareholders including certain affiliates of Glencore PLC, Canada Pension Plan Investment Board, and British Columbia Investment Management Corporation (collectively, the "Sellers"), to acquire Viterra in a stock and cash transaction (the "Acquisition"). Bunge shareholders approved the Acquisition at the Extraordinary General Meeting held October 5, 2023. The Acquisition of Viterra by Bunge will create an innovative global agribusiness company well positioned to meet the demands of increasingly complex markets and better serve farmers and end-customers.
Under the terms of the Business Combination Agreement, Viterra shareholders are anticipated to receive approximately 65.6 million registered shares of Bunge, with an aggregate value of approximately $6.3 billion as of September 30, 2024 and receive approximately $2.0 billion in cash (collectively the "Transaction Consideration"), in return for 100 % of the outstanding equity of Viterra. The determination of the final value of the Transaction Consideration will depend on the Company's share price at the time of closing. Upon completion of the transaction, the Sellers are expected to own approximately 30 % of the combined Bunge company on a fully diluted basis, before giving effect to any share repurchases by Bunge occurring after June 13, 2023.
In connection with the execution of the Business Combination Agreement, Bunge secured a total of $8.0 billion in acquisition debt financing ("Acquisition Financing"). On September 17, 2024, Bunge completed the sale and issuance of three tranches of unsecured senior notes ("Senior Notes") for an aggregate principal amount of $2.0 billion. See Note 13 - Debt for further information. As a result of the Senior Notes issuance, and in accordance with its terms, the Acquisition Financing commitment was reduced by $2.0 billion to $6.0 billion at September 30, 2024. Bunge intends to use a portion of the proceeds from the Acquisition Financing and Senior Notes issuance to fund a portion of the cash consideration for Bunge's Acquisition of Viterra and to repay a portion of certain Viterra debt to be assumed in connection with the Acquisition, including, in each case, related fees and expenses, and, with any remaining amounts, for general corporate purposes.
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Also, in the third quarter of 2024, Bunge's wholly-owned subsidiary, Bunge Limited Finance Corp. ("BLFC"), commenced offers (the "US Exchange Offers") to exchange all outstanding notes of certain series issued by Viterra Finance B.V. ("VFBV") and guaranteed by Viterra and Viterra B.V., for up to $1.95 billion aggregate principal amount of new notes issued by BLFC and guaranteed by Bunge. In addition, in the third quarter of 2024, Viterra commenced a consent solicitation (the "European Consent Solicitation") to amend the indenture governing VFBV's outstanding 500 million Euro aggregate principal amount of 0.375 % senior unsecured notes due 2025 and outstanding 700 million Euro aggregate principal amount of 1.000 % senior unsecured notes due 2028 to, among other things, substitute the issuer and guarantors of such notes with Bunge Finance Europe B.V. ("BFE"), a wholly owned finance subsidiary of Bunge, as issuer, and Bunge as guarantor. The US Exchange Offers and European Consent Solicitation are conditioned, among other things, upon the consummation of the Acquisition. See Note 13 - Debt for further information.
The Acquisition is subject to the satisfaction of regulatory approvals and other customary closing conditions. The Acquisition is expected to receive the remaining regulatory approvals and close in the next several months. The Business Combination Agreement may be terminated by mutual written consent of the parties and includes certain customary termination rights. If the Business Combination Agreement is terminated in connection with certain circumstances relating to the failure to obtain certain antitrust and competition clearances that are conditions to closing, Bunge would be obligated to pay the Sellers a fee of $400 million in the aggregate.
Additionally, on June 12, 2023 in contemplation of the Business Combination Agreement, Bunge Limited's Board of Directors approved a $1.7 billion expansion of the existing share repurchase program for the repurchase of Bunge's issued and outstanding shares. Approximately $300 million remained outstanding under the existing program prior to the expansion of the program, resulting in an aggregate program size of up to $2.0 billion of repurchases of Bunge's issued and outstanding shares. Since June 13, 2023, Bunge repurchased 11,848,791 shares for $1.2 billion. Therefore, as of September 30, 2024, $800 million remains outstanding for repurchases under the program. See Note 17 - Equity for further details on share repurchases.
CJ Latam and Selecta Share Purchase Agreement
On October 10, 2023, Bunge entered into a definitive share purchase agreement with CJ CheilJedang Corporation and STIC CJ Global Investment Corporate Partnership Private Equity Fund to acquire 100 % of outstanding equity of CJ Latam Participações Ltda. and CJ Selecta S.A. (collectively, “CJ”) for a total cash consideration of approximately $510 million to be adjusted for net debt, plus an additional sum in consideration for the value of net working capital. Operations of CJ primarily consist of an oilseed processing facility located in Brazil. Bunge expects to finance the transaction through cash from operations and existing financing facilities. The acquisition is expected to close in late 2024, subject to customary closing conditions.
Dispositions
BP Bunge Bioenergia
On June 19, 2024, Bunge entered into a definitive share purchase agreement with BP Biofuels Brazil Investment Limited ("BP") to sell its 50 % ownership share in BP Bunge Bioenergia, a joint venture formed to cultivate sugar cane, produce and sell sugar and sugar ethanol, and create power cogeneration activities. On October 1, 2024, the transaction closed in accordance with the terms of the share purchase agreement for an approximate total net amount of $828 million in consideration inclusive of certain closing adjustments for the value of net working capital and net debt, among other items. The final net amount of consideration is subject to certain adjustments within 90 days of the closing date as defined in the share purchase agreement. Upon transaction close, Bunge has agreed to indemnify BP against future losses associated with certain legal claims as defined in the share purchase agreement.
During the second quarter of 2024, Bunge received a refundable deposit towards the closing purchase price of $103 million, which is recorded within Other current liabilities on the condensed consolidated balance sheet at September 30, 2024 and as an investing cash inflow within Proceeds from investments in affiliates on the condensed consolidated statement of cash flows for the nine months ended September 30, 2024. Upon the transaction close, the refundable deposit recorded within Other current liabilities on the September 30, 2024 condensed consolidated balance sheet was released.
As of September 30, 2024, the carrying value of Bunge's investment in BP Bunge Bioenergia is $369 million. The investment is reported within Investments in affiliates in the Sugar and Bioenergy segment on the condensed consolidated balance sheet. Additionally, $(148 ) million of Bunge's Accumulated other comprehensive income (loss) as of September 30, 2024 is related to the investment in BP Bunge Bioenergia.
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Partnership with Repsol - Bunge Iberica SA
3. TRADE STRUCTURED FINANCE PROGRAM
The Company engages in various trade structured finance activities to leverage the value of its global trade flows. These activities include programs under which the Company generally obtains U.S. dollar and foreign currency-denominated letters of credit ("LCs") from financial institutions, each based on an underlying commodity trade flow, and time deposits denominated in U.S. dollars and foreign currencies, as well as foreign exchange forward contracts, in which trade related payables are set-off against receivables, all of which are subject to legally enforceable set-off agreements.
As of September 30, 2024, and December 31, 2023, time deposits and LCs of $7,461 million and $6,880 million, respectively, were presented net on the condensed consolidated balance sheets as the criteria of ASC 210-20, Offsetting, had been met. The net losses and gains related to such activities are included as an adjustment to Cost of goods sold in the accompanying condensed consolidated statements of income. At September 30, 2024, and December 31, 2023, time deposits, including those presented on a net basis, carried weighted-average interest rates of 5.56 % and 5.77 %, respectively. During the nine months ended September 30, 2024, and 2023, total net proceeds from issuances of LCs were $5,200 million and $4,646 million, respectively. These cash inflows were offset by the related cash outflows resulting from placement of the time deposits and repayment of the LCs. All cash flows related to the programs are included in operating activities in the condensed consolidated statements of cash flows.
As part of the trade structured finance activities, LCs may be sold to financial institutions on a discounted basis. Bunge does not service derecognized LCs. The terms of the sale may require the Company to continue to make periodic interest payments to financial institutions based on changes in the Secured Overnight Financing Rate ("SOFR") for a period of up to one year . Bunge’s payment obligation to financial institutions as part of the trade structured finance activities, reported in Other current liabilities, including any unrealized gain or loss on changes in SOFR is not significant as of September 30, 2024 or December 31, 2023. The notional amounts of LCs subject to continuing variable interest payments that have been derecognized from the Company's condensed consolidated balance sheets as of September 30, 2024, and December 31, 2023 are included in Note 12 - Derivative Instruments And Hedging Activities. The net gain or loss included in Cost of goods sold resulting from the fair valuation of such variable interest rate obligations is not significant for the three and nine month periods ended September 30, 2024, and 2023.
4. TRADE ACCOUNTS RECEIVABLE AND TRADE RECEIVABLES SECURITIZATION PROGRAM
Trade Accounts Receivable
Changes to the allowance for expected credit losses related to Trade accounts receivable were as follows:
Nine Months Ended September 30, 2024 | |||||||||||
| Rollforward of the Allowance for Credit Losses (US$ in millions) | Short-term | Long-term (1) | Total | ||||||||
| Allowance as of January 1, 2024 | $ | $ | $ | ||||||||
| Current period provisions | |||||||||||
| Recoveries | ( | ( | ( | ||||||||
| Write-offs charged against the allowance | ( | ( | ( | ||||||||
| Foreign exchange translation differences | ( | ( | ( | ||||||||
Allowance as of September 30, 2024 | $ | $ | $ | ||||||||
(1) Long-term portion of the allowance for credit losses is included in Other non-current assets.
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Nine Months Ended September 30, 2023 | |||||||||||
| Rollforward of the Allowance for Credit Losses (US$ in millions) | Short-term | Long-term (1) | Total | ||||||||
| Allowance as of January 1, 2023 | $ | $ | $ | ||||||||
| Current period provisions | |||||||||||
| Recoveries | ( | ( | ( | ||||||||
| Write-offs charged against the allowance | ( | ( | ( | ||||||||
| Foreign exchange translation differences | |||||||||||
Allowance as of September 30, 2023 | $ | $ | $ | ||||||||
(1) Long-term portion of the allowance for credit losses is included in Other non-current assets.
Trade Receivables Securitization Program
Bunge and certain of its subsidiaries participate in a trade receivables securitization program (the "Program") with a financial institution, as administrative agent, and certain commercial paper conduit purchasers and committed purchasers (collectively, the "Purchasers"). Koninklijke Bunge B.V., a wholly owned subsidiary of Bunge, acts as master servicer, responsible for servicing and collecting the accounts receivable for the Program. The Program is designed to enhance Bunge’s financial flexibility by providing an additional source of liquidity for its operations.
The Program provides for funding of up to $1.5 billion and from time to time with the consent of the administrative agent, Bunge may request one or more of the existing committed purchasers or new committed purchasers to increase the total commitments by an amount not to exceed $1 billion pursuant to an accordion provision. The Program will terminate on May 17, 2031; however, each committed purchaser's commitment to purchase trade receivables under the Program will terminate earlier on December 17, 2024, with a feature that permits Bunge to request 364 -day extensions. The Program includes sustainability provisions, pursuant to which the applicable margin will be increased or decreased based on Bunge's performance relative to certain sustainability targets, including, but not limited to, science-based targets ("SBTs") that define Bunge's climate goals within its operations and a commitment to a deforestation-free supply chain in 2025.
Under the Program's pledge structure, Bunge Securitization B.V. ("BSBV"), a consolidated bankruptcy remote special purpose entity, transfers certain trade receivables to the Purchasers in exchange for a cash payment up to the aggregate size of the Program. Bunge also retains ownership of a population of unsold receivables. BSBV agrees to guaranty the collection of sold receivables and grants a lien to the administrative agent on all unsold receivables. Collections on unsold receivables and guarantee payments are classified as operating activities in Bunge’s condensed consolidated statements of cash flows.
| (US$ in millions) | September 30, 2024 | December 31, 2023 | |||||||||
Receivables sold which were derecognized from Bunge's balance sheet | $ | $ | |||||||||
Receivables pledged to the administrative agent and included in Trade accounts receivable | $ | $ | |||||||||
Bunge's risk of loss following the sale of trade receivables is limited to the assets of BSBV, primarily comprised of unsold receivables pledged to the administrative agent.
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| Nine Months Ended September 30, | |||||||||||
| (US$ in millions) | 2024 | 2023 | |||||||||
| Gross receivables sold | $ | $ | |||||||||
Proceeds received in cash related to transfers of receivables | $ | $ | |||||||||
| Cash collections from customers on receivables previously sold | $ | $ | |||||||||
| Discounts related to gross receivables sold included in Selling, general & administrative expenses | $ | $ | |||||||||
5. INVENTORIES
Inventories by segment consist of the following:
| (US$ in millions) | September 30, 2024 | December 31, 2023 | |||||||||
| Agribusiness | $ | $ | |||||||||
| Refined and Specialty Oils | |||||||||||
| Milling | |||||||||||
| Corporate and Other | |||||||||||
| Total | $ | $ | |||||||||
Readily marketable inventories ("RMI") are agricultural commodity inventories, such as soybeans, soybean meal, soybean oil, palm oil, corn, and wheat carried at fair value because of their commodity characteristics, widely available markets, and international pricing mechanisms. All other inventories are carried at lower of cost or net realizable value.
RMI by segment consists of the following:
| (US$ in millions) | September 30, 2024 | December 31, 2023 | |||||||||
Agribusiness(1) | $ | $ | |||||||||
| Refined and Specialty Oils | |||||||||||
| Milling | |||||||||||
| Total | $ | $ | |||||||||
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6. OTHER CURRENT ASSETS
Other current assets consist of the following:
| (US$ in millions) | September 30, 2024 | December 31, 2023 | |||||||||
| Unrealized gains on derivative contracts, at fair value | $ | $ | |||||||||
Prepaid commodity purchase contracts (1) | |||||||||||
Secured advances to suppliers, net (2) | |||||||||||
| Recoverable taxes, net | |||||||||||
| Margin deposits | |||||||||||
Marketable securities and other short-term investments (3) | |||||||||||
| Income taxes receivable | |||||||||||
| Prepaid expenses | |||||||||||
| Restricted cash | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
(1) Prepaid commodity purchase contracts represent advance payments against contracts for future deliveries of specified quantities of agricultural commodities. The balance includes certain advance payments on contracts with various unconsolidated investees see Note 14- Related Party Transactions.
(2) Bunge provides cash advances to suppliers, primarily Brazilian soybean farmers, to finance a portion of the suppliers’ production costs. The balance includes certain advance payments on contracts with various unconsolidated investees see Note 14- Related Party Transactions. The Company does not bear any of the costs or operational risks associated with growing the related crops. The advances are largely collateralized by future crops and physical assets of the suppliers, carry a local market interest rate, and settle when the farmers' crops are harvested and sold. The secured advances to suppliers are reported net of allowances of $7 million and $8 million at September 30, 2024, and December 31, 2023, respectively.
(-) Interest earned on secured advances to suppliers of $4 million and $6 million for the three months ended September 30, 2024, and 2023, respectively, and $20 million and $17 million for the nine months ended September 30, 2024, and 2023, respectively, is included in Net sales in the condensed consolidated statements of income.
(3) Marketable securities and other short-term investments - Bunge invests in foreign government securities, corporate debt securities, deposits, equity securities, and other securities. The following is a summary of amounts recorded in the Company's condensed consolidated balance sheets as marketable securities and other short-term investments.
| (US$ in millions) | September 30, 2024 | December 31, 2023 | |||||||||
| Foreign government securities | $ | $ | |||||||||
| Certificates of deposit/time deposits | |||||||||||
| Equity securities | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
As of September 30, 2024, and December 31, 2023, $102 million and $67 million, respectively, of marketable securities and other short-term investments were recorded at fair value. All other investments were recorded at cost, and due to the short-term nature of these investments, their carrying values approximate fair values. For the three months ended September 30, 2024, and 2023, unrealized gains/(losses) of $7 million and $(4 ) million, respectively, have been recorded and recognized in Other income (expense) - net for investments held at September 30, 2024, and 2023. For the nine months ended September 30, 2024, and 2023, unrealized gains/(losses) of $(1 ) million and $(10 ) million, respectively, have been recorded and recognized in Other income (expense) - net for investments held at September 30, 2024, and 2023.
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7. OTHER NON-CURRENT ASSETS
Other non-current assets consist of the following:
| (US$ in millions) | September 30, 2024 | December 31, 2023 | |||||||||
Recoverable taxes, net (1) | $ | $ | |||||||||
Judicial deposits (1) | |||||||||||
Other long-term receivables, net (2) | |||||||||||
Income taxes receivable (1) | |||||||||||
Long-term investments (3) | |||||||||||
| Affiliate loans receivable | |||||||||||
Long-term receivables from farmers in Brazil, net (1) | |||||||||||
| Unrealized gains on derivative contracts, at fair value | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
(1) A significant portion of these non-current assets arise from the Company’s Brazilian operations and their realization could take several years.
(2) Net of allowances as described in Note 4 - Trade Accounts Receivable and Trade Receivables Securitization Program.
Recoverable taxes, net - Recoverable taxes include value-added taxes paid upon the acquisition of property, plant and equipment, raw materials and taxable services, and other transactional taxes which can be recovered in cash or as compensation against income taxes, or other taxes Bunge may owe, primarily in Brazil and Europe. Recoverable taxes are reported net of allowances of $12 million and $13 million at September 30, 2024, and December 31, 2023, respectively.
Judicial deposits - Judicial deposits are funds the Company has placed on deposit with the courts in Brazil. These funds are held in judicial escrow relating to certain legal proceedings pending resolution and bear interest at the Selic rate, which is the benchmark rate of the Brazilian central bank.
Income taxes receivable - Income taxes receivable include overpayments of current income taxes plus accrued interest. These income tax prepayments are expected to be used for the settlement of future income tax obligations. Income taxes receivable in Brazil bear interest at the Selic rate.
Long-term investments - Long-term investments primarily comprise Bunge's noncontrolling equity investments in growth stage agribusiness and food companies held by Bunge Ventures.
Affiliate loans receivable - Affiliate loans receivable are primarily interest-bearing receivables from unconsolidated affiliates with remaining maturities of greater than one year .
Long-term receivables from farmers in Brazil, net - The Company provides financing to farmers in Brazil, primarily through secured advances against farmer commitments to deliver agricultural commodities (primarily soybeans) upon harvest of the then-current year’s crop, and through credit sales of fertilizer to farmers. The balance includes certain advance payments on contracts with various unconsolidated investees see Note 14- Related Party Transactions. Certain such long-term receivables from farmers are originally recorded in Other current assets as prepaid commodity purchase contracts or secured advances to suppliers (see Note 6 - Other Current Assets) or Other non-current assets according to their maturity. Advances initially recorded in Other current assets are reclassified to Other non-current assets if collection issues arise and amounts become past due with resolution of such matters expected to take more than one year.
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The average recorded investment in long-term receivables from farmers in Brazil for the nine months ended September 30, 2024, and the year ended December 31, 2023, was $72 million and $88 million, respectively. The table below summarizes the Company’s recorded investment in long-term receivables from farmers in Brazil and the related allowance amounts.
| September 30, 2024 | December 31, 2023 | ||||||||||||||||||||||
| (US$ in millions) | Recorded Investment | Allowance | Recorded Investment | Allowance | |||||||||||||||||||
| For which an allowance has been provided: | |||||||||||||||||||||||
Legal collection process (1) | $ | $ | $ | $ | |||||||||||||||||||
| Renegotiated amounts | |||||||||||||||||||||||
| For which no allowance has been provided: | |||||||||||||||||||||||
Legal collection process (1) | — | — | |||||||||||||||||||||
Renegotiated amounts (2) | — | — | |||||||||||||||||||||
Other long-term receivables (3) | — | — | |||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(1) All amounts in legal collection processes are considered past due upon initiation of legal action.
(2) These renegotiated amounts are current on repayment terms.
(3) New advances expected to be realized through farmer commitments to deliver agricultural commodities in crop periods greater than twelve months from the balance sheet date. Such advances are reclassified from Other non-current assets to Other current assets in later periods depending on the expected date of their realization.
The table below summarizes the activity in the allowance for doubtful accounts related to long-term receivables from farmers in Brazil.
| Nine Months Ended September 30, | ||||||||||||||||||||
| (US$ in millions) | 2024 | 2023 | ||||||||||||||||||
| Allowance as of January 1 | $ | $ | ||||||||||||||||||
| Bad debt provisions | ||||||||||||||||||||
| Recoveries | ( | |||||||||||||||||||
| Write-offs | ( | |||||||||||||||||||
| Transfers | ||||||||||||||||||||
| Foreign exchange translation | ( | |||||||||||||||||||
Allowance as of September 30 | $ | $ | ||||||||||||||||||
8. INVESTMENTS IN AFFILIATES AND VARIABLE INTEREST ENTITIES
Investment in Affiliates
BP Bunge Bioenergia
On June 19, 2024, Bunge entered into a definitive share purchase agreement to sell its 50 % ownership share in BP Bunge Bioenergia. On October 1, 2024, the transaction closed in accordance with the terms of the share purchase agreement. See Note 2 - Acquisitions and Dispositions for further information.
Terminal XXXIX De Santos S.A. (“T-39”)
On May 29, 2024, Bunge entered into a share purchase agreement to indirectly acquire a 25 % interest of T-39. The acquisition price for Bunge's 25 % interest is Brazilian reais 300 million (approximately $54 million). T-39 operations primarily
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consist of a port facility located in the Port of Santos, Brazil. The transaction is expected to close in early 2025, subject to customary closing conditions.
Impairment of Equity Method Investment
During the nine months ended September 30, 2024, the Company recorded an impairment of $19 million associated with a minority investment in North America. The impairment was determined through management's review of impairment indicators and consideration of the other-than temporary nature of such items. Impairment charges were recorded to Income (loss) from affiliates within the Agribusiness segment.
Consolidated Variable Interest Entities
On September 19, 2023, Bunge entered into a fixed-priced call option agreement ("Option") to acquire the shares of Terminal de Granéis de Santa Catarina ("TGSC") with primary assets consisting of a grain port terminal currently under construction in South America strategically located near an existing Bunge facility. The agreement requires Bunge to make future installment payments for the Option which will be utilized, in part, to fund terminal construction. TGSC is a VIE as a result of having insufficient equity at risk. Bunge is the primary beneficiary due to a de facto agent relationship with the equity owner of TGSC and has consolidated the entity. As all of TGSC’s equity is held by a third-party, Bunge reflects all TGSC earnings and equity as attributable to noncontrolling interests in the condensed consolidated statements of income and condensed consolidated balance sheets, respectively.
Further, Bunge Chevron Ag Renewables LLC ("BCAR") is a VIE in which Bunge is considered to be the primary beneficiary because it is responsible for the day-to-day operating decisions of BCAR as well as the marketing of the principal products, primarily soybean meal and oil produced and sold by BCAR, among other factors.
The following table presents the values of the assets and liabilities associated with the above listed VIEs in which Bunge is considered the primary beneficiary to the extent included in Bunge’s condensed consolidated balance sheets as of September 30, 2024, and December 31, 2023. All amounts exclude intercompany balances, which have been eliminated upon consolidation.
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For all other VIEs in which Bunge is considered the primary beneficiary, the entities meet the definition of a business, and the VIE's assets can be used other than for the settlement of the VIE’s obligations. As such, these VIEs have been excluded from the below table.
| (US$ in millions) | September 30, 2024 | December 31, 2023 | |||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Trade accounts receivable | |||||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Other intangible assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| Current liabilities: | |||||||||||
| Trade accounts payable and accrued liabilities | $ | $ | |||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
Non-Consolidated Variable Interest Entities
In 2024, Bunge's maximum exposure to loss associated with VIEs for which Bunge has determined it is not the primary beneficiary increased approximately $96 million as a result of certain future commitments related to an unconsolidated VIE.
9. INCOME TAXES
Income tax expense is provided on an interim basis based on management’s estimate of the annual effective income tax rate and includes the tax effects of certain discrete items, such as changes in tax laws or tax rates or other unusual or non-recurring tax adjustments in the interim period in which they occur. In addition, results from jurisdictions projecting a loss for the year where no tax benefit can be recognized are treated discretely in the interim period in which they occur. The effective tax rate is highly dependent on the geographic distribution of the Company’s worldwide earnings or losses and tax regulations in each jurisdiction. Management regularly monitors the assumptions used in estimating its annual effective tax rate, including the realizability of deferred tax assets, and adjusts estimates accordingly. Volatility in earnings within a taxing jurisdiction could result in a determination that additional valuation allowance adjustments may be warranted.
Income tax expense for the three and nine months ended September 30, 2024, was $89 million and $236 million, respectively. Income tax expense for the three and nine months ended September 30, 2023, was $114 million and $495 million, respectively. The effective tax rate for the three and nine months ended September 30, 2024, was higher than the U.S. statutory rate of 21% primarily due to jurisdictional mix of earnings and unfavorable adjustments related to foreign currency fluctuations in South America. The effective tax rate for the three and nine months ended September 30, 2023, was higher than the U.S. statutory rate of 21% primarily due to jurisdictional mix of earnings.
As a global enterprise, the Company files income tax returns that are subject to periodic examination and challenge by federal, state, and foreign tax authorities. In many jurisdictions, income tax examinations, including settlement negotiations or litigation, may take several years to finalize. The Company is currently under examination or litigation in various locations throughout the world. While it is difficult to predict the outcome or timing of resolution of any particular matter, management
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believes that the condensed consolidated financial statements reflect the largest amount of tax benefit that is more likely than not to be realized.
10. OTHER CURRENT LIABILITIES
Other current liabilities consist of the following:
| (US$ in millions) | September 30, 2024 | December 31, 2023 | |||||||||
| Unrealized losses on derivative contracts, at fair value | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
Advances on sales (1) | |||||||||||
Dividends payable (2) | |||||||||||
| Income tax payable | |||||||||||
Disposition deposit (3) | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
(1) The Company records advances on sales when cash payments are received in advance of the Company’s performance and recognizes revenue once the related performance obligation is completed. Advances on sales are impacted by the seasonality of Bunge's business, including the timing of harvests in the northern and southern hemispheres, and amounts at each balance sheet date will generally be recognized in earnings within twelve months or less.
(2) See Note 17 - Equity.
(3) On June 19, 2024, Bunge entered into a definitive share purchase agreement to sell its 50 % ownership share in BP Bunge Bioenergia. In the second quarter of 2024, Bunge received a refundable deposit towards the closing purchase price of $103 million. On October 1, 2024, the transaction closed in accordance with the terms of the share purchase agreement. See Note 2 - Acquisitions and Dispositions for further information.
11. FAIR VALUE MEASUREMENTS
Bunge's various financial instruments include certain components of working capital such as Trade accounts receivable and Trade accounts payable. Additionally, Bunge uses short- and long-term debt to fund operating requirements. Trade accounts receivable, Trade accounts payable, and Short-term debt are generally stated at their carrying value, which is a reasonable estimate of fair value. See Note 3 - Trade Structured Finance Program for trade structured finance program, Note 7 - Other Non-Current Assets for long-term receivables from farmers in Brazil, net and other long-term investments, and Note 13 - Debt for short- and long-term debt. Bunge's financial instruments also include derivative instruments and marketable securities, which are stated at fair value.
20
| Level | Description | Financial Instrument (Assets / Liabilities) | ||||||
| Level 1 | Quoted prices (unadjusted) in active markets for identical assets or liabilities. | Exchange traded derivative contracts. Marketable securities in active markets. | ||||||
| Level 2 | Observable inputs, including adjusted Level 1 quotes, quoted prices for similar assets or liabilities, quoted prices in markets that are less active than traded exchanges and other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | Exchange traded derivative contracts (less liquid markets). Readily marketable inventories. Over-the-counter ("OTC") commodity purchase and sales contracts. OTC derivatives whose value is determined using pricing models with inputs that are generally based on exchange traded prices, adjusted for location specific inputs that are primarily observable in the market or can be derived principally from or corroborated by observable market data. Marketable securities in less active markets. | ||||||
| Level 3 | Unobservable inputs that are supported by little or no market activity and that are a significant component of the fair value of the assets or liabilities. | Assets and liabilities whose value is determined using proprietary pricing models, discounted cash flow methodologies or similar techniques. Assets and liabilities for which the determination of fair value requires significant management judgment or estimation. | ||||||
In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy. The lowest level of input that is a significant component of the fair value measurement determines the placement of the entire fair value measurement in the hierarchy. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of fair value assets and liabilities within the fair value hierarchy levels.
For a further definition of fair value and the associated fair value levels, refer to Note 15 - Fair Value Measurements, included in the Company's 2023 Annual Report on Form 10-K.
21
The following table sets forth, by level, the Company’s assets and liabilities that were accounted for at fair value on a recurring basis.
| Fair Value Measurements at Reporting Date | ||||||||||||||||||||||||||||||||
| September 30, 2024 | December 31, 2023 | |||||||||||||||||||||||||||||||
| (US$ in millions) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Readily marketable inventories (Note 5) | ||||||||||||||||||||||||||||||||
Trade accounts receivable (1) | ||||||||||||||||||||||||||||||||
Unrealized gain on derivative contracts (2): | ||||||||||||||||||||||||||||||||
| Interest rate | ||||||||||||||||||||||||||||||||
| Foreign exchange | ||||||||||||||||||||||||||||||||
| Commodities | ||||||||||||||||||||||||||||||||
| Freight | ||||||||||||||||||||||||||||||||
| Energy | ||||||||||||||||||||||||||||||||
| Credit | ||||||||||||||||||||||||||||||||
Other (3) | ||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||
Trade accounts payable (1) | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Unrealized loss on derivative contracts (4): | ||||||||||||||||||||||||||||||||
| Interest rate | ||||||||||||||||||||||||||||||||
| Foreign exchange | ||||||||||||||||||||||||||||||||
| Commodities | ||||||||||||||||||||||||||||||||
| Freight | ||||||||||||||||||||||||||||||||
| Energy | ||||||||||||||||||||||||||||||||
| Credit | ||||||||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1) These receivables and payables are hybrid financial instruments for which Bunge has elected the fair value option as they are derived from purchases and sales of agricultural commodity products in the normal course of business.
(2) Unrealized gains on derivative contracts are generally included in Other current assets. There were $1
(3) Other includes the fair values of marketable securities and investments in Other current assets and Other non-current assets.
Cash equivalents —Cash equivalents primarily includes money market funds and commercial paper investments. Bunge analyzes how the prices are derived and determines whether the prices are liquid or less liquid tradable prices. Cash equivalents with liquid prices are valued using prices from publicly available sources and classified as Level 1. Cash equivalents with less liquid prices are valued using third-party quotes or pricing models and classified as Level 2.
Readily marketable inventories—RMI reported at fair value are valued based on commodity futures exchange quotations, broker or dealer quotations, or market transactions in either listed or OTC markets with appropriate adjustments for differences in local markets where the Company's inventories are located. In such cases, the inventory is classified within Level 2. Certain inventories may utilize significant unobservable data related to local market adjustments to determine fair value. In such cases, the inventory is classified as Level 3.
If the Company used different methods or factors to determine fair values, amounts reported as unrealized gains and losses on derivative contracts and RMI at fair value in the condensed consolidated balance sheets and condensed consolidated statements of income could differ. Additionally, if market conditions change subsequent to the reporting date, amounts reported
22
in future periods as unrealized gains and losses on derivative contracts and RMI at fair value in the condensed consolidated balance sheets and condensed consolidated statements of income could differ.
Derivatives—The majority of exchange traded futures and options contracts and exchange cleared contracts are valued based on unadjusted quoted prices in active markets and are classified within Level 1. The majority of the Company’s exchange traded agricultural commodity futures are cash-settled on a daily basis and, therefore, are not included in these tables. The Company's forward commodity purchase and sales contracts are classified as derivatives along with other OTC derivative instruments, primarily relating to freight, energy, foreign exchange and interest rates, and are classified within Level 2 or Level 3 as described below. The Company estimates fair values based on exchange quoted prices, adjusted as appropriate for differences in local markets. These differences are generally valued using inputs from broker or dealer quotations, or market transactions in either the listed or OTC markets. In such cases, these derivative contracts are classified within Level 2.
OTC derivative contracts include swaps, options, and structured transactions that are generally fair valued using quantitative models that require the use of multiple market inputs including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets which are not highly active, other observable inputs relevant to the asset or liability, and market inputs corroborated by correlation or other means. These valuation models include inputs such as interest rates, prices, and indices, to generate continuous yield or pricing curves and volatility factors. Where observable inputs are available for substantially the full term of the asset or liability, the instrument is categorized in Level 2. Certain OTC derivatives trade in less active markets with less availability of pricing information and certain structured transactions can require internally developed model inputs that might not be observable in or corroborated by the market.
Marketable securities and investments—Comprise foreign government securities, corporate debt securities, deposits, equity securities, and other investments. Bunge analyzes how the prices are derived and determines whether the prices are liquid or less liquid tradable prices. Marketable securities and investments with liquid prices are valued using prices from publicly available sources and classified as Level 1. Marketable securities and investments with less liquid prices are valued using third-party quotes or pricing models and classified as Level 2 or Level 3 as described below.
Level 3 Measurements
The following relates to assets and liabilities measured at fair value on a recurring basis using Level 3 measurements. An instrument may transfer into or out of Level 3 due to inputs becoming either observable or unobservable.
Level 3 Measurements—Transfers in and/or out of Level 3 represent existing assets or liabilities that were either previously categorized as a higher level for which the inputs to the model became unobservable or assets and liabilities that were previously classified as Level 3 for which the lowest significant input became observable during the period. Bunge's policy regarding the timing of transfers between levels is to record the transfers at the end of the reporting period.
Level 3 Readily marketable inventories and Trade accounts payable—The significant unobservable inputs resulting in Level 3 classification for RMI, physically settled forward purchase and sales contracts, and Trade accounts payable, relate to certain management estimations regarding costs of transportation and other local market or location-related adjustments, primarily freight related adjustments in the interior of Brazil and the lack of market corroborated information in Canada. In both situations, the Company uses proprietary information such as purchase and sales contracts and contracted prices to value freight, premiums and discounts in its contracts. Movements in the prices of these unobservable inputs alone would not be expected to have a material effect on the Company's financial statements as these contracts do not typically exceed one future crop cycle.
Level 3 Derivatives—Level 3 derivative instruments utilize both market observable and unobservable inputs within the fair value measurements. These inputs include commodity prices, price volatility, interest rates, volumes, and locations.
Level 3 Others—Primarily relates to marketable securities and investments valued using third-party quotes or pricing models with inputs based on similar securities adjusted to reflect management’s best estimate of the specific characteristics of the securities held by the Company. Such inputs represent a significant component of the fair value of the securities held by the Company, resulting in the securities being classified as Level 3.
The tables below present reconciliations for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three and nine months ended September 30, 2024, and 2023. These instruments were valued using pricing models that management believes reflect the assumptions that would be used by a marketplace participant.
23
| Three Months Ended September 30, 2024 | |||||||||||||||||
| (US$ in millions) | Readily Marketable Inventories(2) | Derivatives, Net | Trade Accounts Payable | Total | |||||||||||||
| Balance, July 1, 2024 | $ | $ | $ | ( | $ | ||||||||||||
| ( | |||||||||||||||||
| Purchases | ( | ||||||||||||||||
| Sales | ( | ( | |||||||||||||||
| Settlements | |||||||||||||||||
| Transfers into Level 3 | ( | ||||||||||||||||
| Transfers out of Level 3 | ( | ( | ( | ||||||||||||||
| Translation adjustment | ( | ||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | ( | $ | ||||||||||||
(1) , include gains/(losses) of $124 million, $(11 ) million and $1 million, respectively, that are attributable to the change in unrealized gains/(losses) relating to Level 3 assets and liabilities still held at September 30, 2024.
(2) Effective January 1, 2024, the Company changed its reporting of purchases and sales activity within the readily marketable inventories Level 3 reconciliation to align with the Company's value chain trade flows and intended use, which had no net impact on Level 3 readily marketable inventories period end balances. Prior period activity has been reclassified to conform to current presentation.
| Three Months Ended September 30, 2023 | |||||||||||||||||
| (US$ in millions) | Readily Marketable Inventories(2) | Derivatives, Net | Trade Accounts Payable | Other (3) | Total | ||||||||||||
| Balance, July 1, 2023 | $ | $ | $ | ( | $ | $ | |||||||||||
| Total gains and losses (realized/unrealized) included in Other income (expense) - net | — | — | — | ||||||||||||||
| Purchases | ( | ||||||||||||||||
| Sales | ( | ( | |||||||||||||||
| Settlements | |||||||||||||||||
| Transfers into Level 3 | ( | ||||||||||||||||
| Transfers out of Level 3 | ( | ( | ( | ||||||||||||||
| Translation adjustment | ( | ( | |||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | ( | $ | $ | |||||||||||
(1) Readily marketable inventories, derivatives, net, and Trade accounts payable, includes gains/(losses) of $207 million, $24 million and $3 million, respectively, that are attributable to the change in unrealized gains/(losses) relating to Level 3 assets and liabilities still held at September 30, 2023.
(2) Effective January 1, 2024, the Company changed its reporting of purchases and sales activity within the readily marketable inventories Level 3 reconciliation to align with the Company's value chain trade flows and intended use, which had no net impact on Level 3 readily marketable inventories period end balances. Prior period activity has been reclassified to conform to current presentation.
(3) Comprises the fair values of marketable securities and investments in Other current assets. Included within Other income (expense) - net of the condensed consolidated statements of income are $1 million mark-to-market losses related to securities still held at September 30, 2023.
24
| Nine Months Ended September 30, 2024 | |||||||||||||||||
| (US$ in millions) | Readily Marketable Inventories(2) | Derivatives, Net | Trade Accounts Payable | Total | |||||||||||||
| Balance, January 1, 2024 | $ | $ | $ | ( | $ | ||||||||||||
| ( | |||||||||||||||||
| Purchases | ( | ||||||||||||||||
| Sales | ( | ( | |||||||||||||||
| Settlements | |||||||||||||||||
| Transfers into Level 3 | ( | ||||||||||||||||
| Transfers out of Level 3 | ( | ( | ( | ||||||||||||||
| Translation adjustment | ( | ( | |||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | ( | $ | ||||||||||||
(1) Readily marketable inventories, derivatives, net, and Trade accounts payable, include gains/(losses) of $488 million, $(50 ) million and $14 million, respectively, that are attributable to the change in unrealized gains/(losses) relating to Level 3 assets and liabilities still held at September 30, 2024.
(2) Effective January 1, 2024, the Company changed its reporting of purchases and sales activity within the readily marketable inventories Level 3 reconciliation to align with the Company's value chain trade flows and intended use, which had no net impact on Level 3 readily marketable inventories period end balances. Prior period activity has been reclassified to conform to current presentation.
| Nine Months Ended September 30, 2023 | |||||||||||||||||
| (US$ in millions) | Readily Marketable Inventories(2) | Derivatives, Net | Trade Accounts Payable | Other(3) | Total | ||||||||||||
| Balance, January 1, 2023 | $ | $ | $ | ( | $ | $ | |||||||||||
| ( | |||||||||||||||||
| Total gains and losses (realized/unrealized) included in Other income (expense) - net | — | — | — | ( | ( | ||||||||||||
| Purchases | ( | ||||||||||||||||
| Sales | ( | ( | ( | ||||||||||||||
| Settlements | |||||||||||||||||
| Transfers into Level 3 | ( | ||||||||||||||||
| Transfers out of Level 3 | ( | ( | ( | ||||||||||||||
| Translation adjustment | ( | ||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | ( | $ | $ | |||||||||||
(1) Readily marketable inventories, derivatives, net, and Trade accounts payable, includes gains/(losses) of $648 million, $(20 ) million and $22 million, respectively, that are attributable to the change in unrealized gains/(losses) relating to Level 3 assets and liabilities still held at September 30, 2023.
(2) Effective January 1, 2024, the Company changed its reporting of purchases and sales activity within the readily marketable inventories Level 3 reconciliation to align with the Company's value chain trade flows and intended use, which had no net impact on Level 3 readily marketable inventories period end balances. Prior period activity has been reclassified to conform to current presentation.
(3) Comprises the fair values of marketable securities and investments in Other current assets. Included within Other income (expense) - net of the condensed consolidated statements of income are $15 million in mark-to-market losses related to securities still held at September 30, 2023.
25
12. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company uses derivative instruments to manage several market risks, such as interest rate, foreign currency rate, and commodity risk. Some of those hedges the Company enters into qualify for hedge accounting ("Hedge Accounting Derivatives") and some, while intended as economic hedges, do not qualify or are not designated for hedge accounting ("Economic Hedge Derivatives"). As these derivatives impact the financial statements in different ways, they are discussed separately below.
Hedge Accounting Derivatives - The Company uses derivatives in qualifying hedge accounting relationships to manage certain of its interest rate, foreign currency, and commodity risks. In executing these hedge strategies, the Company primarily relies on the shortcut and critical terms match methods in designing its hedge accounting strategy, which results in little to no net earnings impact for these hedge relationships. The Company monitors these relationships on a quarterly basis and performs a quantitative analysis to validate the assertion that the hedges are highly effective if there are changes to the hedged item or hedging derivative.
Fair value hedges - These derivatives are used to hedge the effect of interest rate and currency exchange rate changes on certain long-term debt. Under fair value hedge accounting, the derivative is measured at fair value and the carrying value of hedged debt is adjusted for the change in value related to the exposure being hedged, with both adjustments offset to earnings. In other words, the earnings effect of a change in the fair value of the derivative will be substantially offset by the earnings effect of the change in the carrying value of the hedged debt. The net impact of fair value hedge accounting for interest rate swaps is recognized in Interest expense. For cross currency swaps, the changes in currency risk on the derivative are recognized in Foreign exchange gains (losses) – net, and the changes in interest rate risk are recognized in Interest expense. Changes in basis risk are held in Accumulated other comprehensive income (loss) until realized through the coupon.
Cash flow hedges of currency risk - The Company manages currency risk on certain forecasted purchases, sales, and selling, general and administrative expenses with currency forwards. The change in the value of the forward is classified in Accumulated other comprehensive income (loss) until the transaction affects earnings, at which time the change in value of the currency forward is reclassified to Net sales, Cost of goods sold, or Selling, general and administrative expenses. These hedges mature at various times through December 2025. Of the amount currently in Accumulated other comprehensive income (loss), $1 million of deferred losses are expected to be reclassified to earnings in the next twelve months.
Net investment hedges - The Company hedges the currency risk of certain of its foreign subsidiaries with currency forwards for which the currency risk is remeasured through Accumulated other comprehensive income (loss). For currency forwards, the forward method is used. The change in the value of the forward is classified in Accumulated other comprehensive income (loss) until the transaction affects earnings by way of either sale or substantial liquidation of the foreign subsidiary.
The table below provides information about the balance sheet values of hedged items and the notional amount of derivatives used in hedging strategies. The notional amount of the derivative is the number of units of the underlying (for example, the notional principal amount of the debt in an interest rate swap). The notional amount is used to compute interest or other payment streams to be made under the contract and is a measure of the Company’s level of activity. The Company discloses derivative notional amounts on a gross basis.
| (US$ in millions) | September 30, 2024 | December 31, 2023 | Unit of Measure | |||||||||||
| Hedging instrument type: | ||||||||||||||
| Fair value hedges of interest rate risk | ||||||||||||||
| Interest rate swap - notional amount | $ | $ | $ Notional | |||||||||||
| Cumulative adjustment to long-term debt from active application of hedge accounting | $ | ( | $ | ( | $ Notional | |||||||||
| Carrying value of hedged debt | $ | $ | $ Notional | |||||||||||
| Cash flow hedges of currency risk | ||||||||||||||
| Foreign currency forward - notional amount | $ | $ | $ Notional | |||||||||||
| Foreign currency option - notional amount | $ | $ | $ Notional | |||||||||||
| Net investment hedges | ||||||||||||||
| Foreign currency forward - notional amount | $ | $ | $ Notional | |||||||||||
26
Economic Hedge Derivatives - In addition to using derivatives in qualifying hedge relationships, the Company enters into derivatives to economically hedge its exposure to a variety of market risks it incurs in the normal course of operations.
Interest rate derivatives are used to hedge exposures to the Company's financial instrument portfolios and debt issuances. The impact of changes in fair value of these instruments is primarily presented in Interest expense.
Currency derivatives are used to hedge the balance sheet and commercial exposures that arise from the Company's global operations. The impact of changes in fair value of these instruments is presented in Cost of goods sold when hedging commercial exposures and Foreign exchange (losses) gains – net when hedging monetary exposures.
Agricultural commodity derivatives are used primarily to manage exposures related to the Company's inventory and forward purchase and sales contracts. Contracts to purchase agricultural commodities generally relate to current or future crop years for delivery periods quoted by regulated commodity exchanges. Contracts for the sale of agricultural commodities generally do not extend beyond one future crop cycle. The impact of changes in fair value of these instruments is presented in Cost of goods sold.
The Company uses derivative instruments referred to as forward freight agreements ("FFAs") and FFA options to hedge portions of its current and anticipated ocean freight costs. The impact of changes in fair value of these instruments is presented in Cost of goods sold.
The Company uses energy derivative instruments to manage its exposure to volatility in energy costs. Hedges may be entered into for natural gas, electricity, coal and fuel oil, including bunker fuel. The impact of changes in fair value of these instruments is presented in Cost of goods sold.
The Company may also enter into other derivatives, including credit default swaps, carbon emission derivatives and equity derivatives to manage its exposure to credit risk and broader macroeconomic risks, respectively. The impact of changes in fair value of these instruments is presented in Cost of goods sold.
The table below summarizes the volume of economic derivatives as of September 30, 2024, and December 31, 2023. For those contracts traded bilaterally through the over-the-counter markets (e.g., forwards, forward rate agreements ("FRA"), and swaps), the gross position is provided. For exchange traded (e.g., futures, FFAs, and options) and cleared positions (e.g., energy swaps), the net position is provided.
27
| September 30, | December 31, | ||||||||||||||||
| 2024 | 2023 | Unit of Measure | |||||||||||||||
| (US$ in millions) | Long | (Short) | Long | (Short) | |||||||||||||
| Interest rate | |||||||||||||||||
| Swaps | $ | $ | ( | $ | $ | ( | $ Notional | ||||||||||
| Futures | $ | $ | ( | $ | $ | ( | $ Notional | ||||||||||
| Forwards | $ | $ | $ | $ | ( | $ Notional | |||||||||||
| Options | $ | $ | $ | $ | ( | $ Notional | |||||||||||
| Currency | |||||||||||||||||
| Forwards | $ | $ | ( | $ | $ | ( | $ Notional | ||||||||||
| Swaps | $ | $ | ( | $ | $ | ( | $ Notional | ||||||||||
| Futures | $ | $ | ( | $ | $ | ( | $ Notional | ||||||||||
| Options | $ | $ | ( | $ | $ | ( | Delta | ||||||||||
| Agricultural commodities | |||||||||||||||||
| Forwards | ( | ( | Metric Tons | ||||||||||||||
| Futures | ( | ( | Metric Tons | ||||||||||||||
| Options | ( | ( | Metric Tons | ||||||||||||||
| Ocean freight | |||||||||||||||||
| FFA | ( | ( | Hire Days | ||||||||||||||
| Natural gas | |||||||||||||||||
| Forwards | ( | MMBtus | |||||||||||||||
| Swaps | MMBtus | ||||||||||||||||
| Futures | MMBtus | ||||||||||||||||
| Options | ( | MMBtus | |||||||||||||||
| Electricity | |||||||||||||||||
| Futures | ( | Mwh | |||||||||||||||
| Energy - other | |||||||||||||||||
| Swaps | Metric Tons | ||||||||||||||||
| Options | Metric Tons | ||||||||||||||||
| Energy - CO2 | |||||||||||||||||
| Futures | Metric Tons | ||||||||||||||||
| Options | Metric Tons | ||||||||||||||||
| Other | |||||||||||||||||
| Swaps and futures | $ | $ | ( | $ | $ | ( | $ Notional | ||||||||||
28
The Effect of Derivative Instruments and Hedge Accounting on the Condensed Consolidated Statements of Income
The tables below summarize the net effect of derivative instruments and hedge accounting on the condensed consolidated statements of income for the three and nine months ended September 30, 2024, and 2023.
| Gain (Loss) Recognized in Income on Derivative Instruments | |||||||||||
| Three Months Ended September 30, | |||||||||||
| (US$ in millions) | 2024 | 2023 | |||||||||
| Income statement classification | Type of derivative | ||||||||||
| Net sales | |||||||||||
| Hedge accounting | Foreign currency | $ | ( | $ | |||||||
| Cost of goods sold | |||||||||||
| Hedge accounting | Foreign currency | $ | $ | ||||||||
| Economic hedges | Foreign currency | ( | |||||||||
| Commodities | ( | ||||||||||
Other (1) | ( | ||||||||||
| Total Cost of goods sold | $ | ( | $ | ||||||||
| Interest expense | |||||||||||
| Hedge accounting | Interest rate | $ | ( | $ | ( | ||||||
| Foreign exchange (losses) gains – net | |||||||||||
| Hedge accounting | Foreign currency | $ | $ | ( | |||||||
| Economic hedges | Foreign currency | ( | |||||||||
| Total Foreign exchange (losses) gains – net | $ | ( | $ | ||||||||
| Other income (expense) | |||||||||||
| Economic hedges | Interest rate | $ | $ | ( | |||||||
| Other comprehensive income (loss) | |||||||||||
| Gains and losses on derivatives used as fair value hedges of foreign currency risk included in Other comprehensive income (loss) during the period | $ | $ | |||||||||
| Gains and losses on derivatives used as cash flow hedges of foreign currency risk included in Other comprehensive income (loss) during the period | $ | ( | $ | ||||||||
Gains and losses on derivatives used as net investment hedges included in Other comprehensive income (loss) during the period | $ | ( | $ | ||||||||
| Amounts released from Accumulated other comprehensive income (loss) during the period | |||||||||||
| Cash flow hedge of foreign currency risk - loss/(gain) | $ | ( | $ | ( | |||||||
(1) Other includes results from freight, energy, and other derivatives.
29
| Gain (Loss) Recognized in Income on Derivative Instruments | |||||||||||
| Nine months ended September 30, | |||||||||||
| (US$ in millions) | 2024 | 2023 | |||||||||
| Income statement classification | Type of derivative | ||||||||||
| Net sales | |||||||||||
| Hedge accounting | Foreign currency | $ | ( | $ | |||||||
| Cost of goods sold | |||||||||||
| Hedge accounting | Foreign currency | $ | $ | ||||||||
| Economic hedges | Foreign currency | ( | |||||||||
| Commodities | ( | ||||||||||
Other (1) | ( | ||||||||||
| Total Cost of goods sold | $ | ( | $ | ||||||||
| Selling, general & administrative expenses | |||||||||||
| Hedge Accounting | Foreign exchange | $ | $ | ||||||||
| Interest expense | |||||||||||
| Hedge accounting | Interest rate | $ | ( | $ | ( | ||||||
| Economic hedges | Interest rate | ||||||||||
| Total Interest expense | $ | ( | $ | ( | |||||||
| Foreign exchange (losses) gains | |||||||||||
| Hedge accounting | Foreign currency | $ | $ | ( | |||||||
| Economic hedges | Foreign currency | ( | |||||||||
| Total Foreign exchange (losses) gains - net | $ | ( | $ | ( | |||||||
| Other income (expense) | |||||||||||
| Economic hedges | Interest rate | $ | $ | ||||||||
| Other comprehensive income (loss) | |||||||||||
| Gains and losses on derivatives used as fair value hedges of foreign currency risk included in Other comprehensive income (loss) during the period | $ | $ | |||||||||
| Gains and losses on derivatives used as cash flow hedges of foreign currency risk included in Other comprehensive income (loss) during the period | $ | $ | ( | ||||||||
Gains and losses on derivatives used as net investment hedges included in Other comprehensive income (loss) during the period | $ | $ | ( | ||||||||
| Amounts released from Accumulated other comprehensive income (loss) during the period | |||||||||||
| Cash flow hedge of foreign currency risk - loss/(gain) | $ | ( | $ | ( | |||||||
(1) Other includes results from freight, energy, and other derivatives
30
13. DEBT
The following table summarizes Bunge's short and long-term debt:
| (US$ in millions) | September 30, 2024 | December 31, 2023 | ||||||||||||
Short-term debt and Current portion of long-term debt: | ||||||||||||||
| Revolving credit facilities | $ | $ | ||||||||||||
Commercial paper (1) | ||||||||||||||
| Other short-term debt | ||||||||||||||
| Total Short-term debt | ||||||||||||||
| Current portion of long-term debt | ||||||||||||||
Total Short-term debt and Current portion of long-term debt (2) | ||||||||||||||
Long-term debt: (3) | ||||||||||||||
Term loan due 2025 - SOFR plus | ||||||||||||||
Term loan due 2027 - SOFR plus | ||||||||||||||
Term loan due 2028 - SOFR plus | ||||||||||||||
| Cumulative adjustment to long-term debt from application of hedge accounting | ( | ( | ||||||||||||
| Other long-term debt | ||||||||||||||
Subtotal (6) | ||||||||||||||
| Less: Current portion of long-term debt | ( | ( | ||||||||||||
Total Long-term debt (7) | ||||||||||||||
| Total debt | $ | $ | ||||||||||||
(1) On April 12, 2024, Bunge increased the aggregate size of its existing commercial paper program by $1 billion to an aggregate of $2 billion.
(2) Includes secured debt of $207 million and $200 million at September 30, 2024, and December 31, 2023, respectively.
(3) Variable interest rates are as of September 30, 2024.
(4) On September 30, 2024, Bunge prepaid and terminated its 3 -year term loan agreement due in 2025.
(5) See Viterra Acquisition Financing section within Note 13 - Debt below for further details.
(6) The fair value (Level 2) of long-term debt, including current portion, is $5,456 million and $4,125 million at September 30, 2024, and December 31, 2023, respectively. The fair value of Bunge's long-term debt is calculated based on interest rates currently available on comparable maturities to companies with credit standing similar to that of Bunge.
(7) Includes secured debt of $129 million and $100 million at September 30, 2024, and December 31, 2023, respectively.
Updates to Revolving Credit Facilities
On March 1, 2024, Bunge entered into an unsecured $3.2 billion 5 -year revolving credit agreement (the "$3.2 Billion Revolving Credit Agreement") with a group of lenders, maturing on March 1, 2029. Bunge may from time to time request one or more of the existing or new lenders to increase the total participations by an aggregate amount up to $1.5 billion, pursuant to an accordion provision. Current commitments in the aggregate amount of $1.95 billion are available to be drawn. Incremental commitments in the aggregate amount of $1.25 billion are available to be drawn on and after the date Bunge completes its acquisition of Viterra, subject to the satisfaction of certain conditions. Therefore, upon completion of the acquisition of Viterra, the total committed capacity will be an aggregate of $3.2 billion. The $3.2 Billion Revolving Credit Agreement replaced an existing $1.95 billion 5 -year revolving credit agreement which was terminated on March 1, 2024.
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On March 1, 2024, Bunge exercised the accordion provision set forth in its existing unsecured $1.75 billion 3 -year revolving facility agreement (as amended, the "$3.5 Billion Revolving Facility Agreement") in an aggregate amount of additional committed capacity of $1.75 billion which is available to be drawn on and after the date Bunge completes its acquisition of Viterra. Upon completion of the acquisition of Viterra, the total committed capacity will be an aggregate of $3.5 billion. The funding cost is also subject to certain premiums or discounts tied to certain sustainability criteria, including, but not limited to, SBTs that define Bunge’s climate goals within its operations and a commitment to a deforestation-free supply chain in 2025. The $3.5 Billion Revolving Credit Agreement matures on October 6, 2026.
Further, on April 12, 2024, Bunge amended and restated its existing $1.1 billion 364 -day revolving credit agreement (the “$1.1 Billion 364 -day Revolving Credit Agreement”) with a group of lenders, to extend the maturity date from June 19, 2024 to April 11, 2025. Bunge may from time to time request one or more of the existing or new lenders to increase the total participations under the $1.1 Billion 364 -day Revolving Credit Agreement by an aggregate amount up to $250 million, pursuant to an accordion provision.
Viterra Acquisition Financing
As described in Note 2 - Acquisitions and Dispositions, Bunge secured a total of $8.0 billion in Acquisition Financing in the form of a $7.7 billion financing commitment from a consortium of lenders, arranged by Sumitomo Mitsui Banking Corporation and a $300 million 5-year delayed draw term loan from CoBank and the U.S. farm credit system executed July 7, 2023 that may be drawn upon the closing of the Acquisition. As a result of the Senior Notes issuance discussed further below, the $7.7 billion financing commitment has been reduced to $5.7 billion. The $5.7 billion financing commitment is in the form of a three tranche term loan maturing 364 -days, 2 -years and 3 -years from closing of the Acquisition.
Senior Notes - On September 17, 2024, Bunge completed the sale and issuance of (i) $400 million aggregate principal amount of 4.100 % senior notes due 2028, (ii) $800 million aggregate principal amount of 4.200 % senior notes due 2029, and (iii) $800 million aggregate principal amount of 4.650 % senior notes due 2034. Collectively, the three tranches of Senior Notes total an aggregate principal amount of $2.0 billion. The Senior Notes are fully and unconditionally guaranteed by Bunge. The offering was made pursuant to a shelf registration statement on Form S-3 (Registration No. 333-282003) filed by the Company and its 100% owned finance subsidiary, BLFC, with the U.S. Securities and Exchange Commission. The net proceeds of the offering were approximately $1.98 billion after deducting underwriting commissions, the original issue discount, and offering fees and expenses payable by Bunge. The net proceeds from the offering are expected to be used to fund a portion of the cash consideration for Bunge's Acquisition of Viterra and to repay a portion of certain Viterra debt to be assumed in connection with the Acquisition, including, in each case, related fees and expenses, and, with any remaining amounts, for general corporate purposes. The Senior Notes are subject to a special mandatory redemption at a price equal to 101 % of the aggregate principal amount, plus accrued and unpaid interest, under certain circumstances, including if the Acquisition of Viterra is not consummated or the Acquisition is not consummated by an agreed upon date per the terms of the Business Combination Agreement.
Exchange Offers and Consent Solicitations of Viterra Notes - On September 9, 2024, Bunge announced that, in connection with its pending Acquisition of Viterra, Bunge's 's wholly-owned subsidiary, BLFC, commenced US Exchange Offers to exchange all outstanding notes of certain series (the "Existing USD Viterra Notes") issued by VFBV and guaranteed by Viterra and Viterra B.V., for up to $1.95 billion aggregate principal amount of new notes issued by BLFC and guaranteed by Bunge.
Concurrently with the US Exchange Offers, BLFC successfully solicited consents, on behalf of VFBV, and VFBV amended the respective indentures governing the Existing USD Viterra Notes on September 23, 2024 to, among other things, eliminate certain of the covenants, restrictive provisions and events of default, and modify or amend certain other provisions, including unconditionally releasing and discharging the guarantees by each of Viterra and Viterra B.V.
In addition, in the third quarter of 2024, Viterra commenced the European Consent Solicitation to amend the indenture governing VFBV's outstanding 500 million Euro aggregate principal amount of 0.375 % senior unsecured notes due 2025 and outstanding 700 million Euro aggregate principal amount of 1.000 % senior unsecured notes due 2028 (collectively, the "Existing Euro Viterra Notes") to, among other things, substitute the issuer and guarantors of such notes with BFE, a wholly owned finance subsidiary of Bunge, as issuer, and Bunge as guarantor. The resolutions to effect such amendments have been passed by the requisite number of noteholders.
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14. RELATED PARTY TRANSACTIONS
Bunge purchases agricultural commodity products from certain of its unconsolidated investees and other related parties. Such related party purchases comprised approximately 9 2
In addition, Bunge receives services from and provides services to its unconsolidated investees and other related parties, including tolling, port handling, administrative support, and other services. For the three and nine months ended September 30, 2024, and 2023, such services were not material to the Company's consolidated results.
At September 30, 2024, and December 31, 2023, receivables related to the above related party transactions comprised approximately 3 3
Further, as referenced in Note 6 - Other Current Assets and Note 7 - Other Non-Current Assets, Bunge provides certain advance payments for future delivery of specified quantities of agricultural commodities and advances to its unconsolidated investees. At September 30, 2024, and December 31, 2023, advances to unconsolidated investees comprised approximately 4 8
15. COMMITMENTS AND CONTINGENCIES
Bunge is party to claims and lawsuits, primarily non-income tax and labor claims in South America, arising in the normal course of business. Bunge is also involved from time to time in various contract, antitrust, environmental litigation and remediation, and other litigation, claims, government investigations, and legal proceedings. The ability to predict the ultimate outcome of such matters involves judgments, estimates, and inherent uncertainties. Bunge records liabilities related to legal matters when the exposure item becomes probable and can be reasonably estimated. Bunge management does not expect these matters to have a material adverse effect on Bunge’s financial condition, results of operations, or liquidity. However, these matters are subject to inherent uncertainties and there exists the remote possibility that a liability arising from these matters could have a material adverse impact in the period in which the uncertainties are resolved should the liability substantially exceed the amount of provisions included in the condensed consolidated balance sheets. Information regarding the claims appears in Bunge’s Report on Form 10-K for the year ended December 31, 2023. Included in Other non-current liabilities as of September 30, 2024, and December 31, 2023, are the following amounts related to these matters:
| (US$ in millions) | September 30, 2024 | December 31, 2023 | |||||||||
| Non-income tax claims | $ | $ | |||||||||
| Labor claims | |||||||||||
| Civil and other claims | |||||||||||
| Total | $ | $ | |||||||||
Brazil Indirect Taxes - non-income tax claims - These tax claims relate to claims against Bunge’s Brazilian subsidiaries, primarily value-added tax claims (ICMS, ISS, IPI and PIS/COFINS) plus applicable interest and penalties on the outstanding amounts.
As of September 30, 2024, the Brazilian federal and state authorities have concluded examinations of the ICMS and PIS/COFINS tax returns and have issued outstanding claims. The Company continues to evaluate the merits of each of these claims and will recognize them if and when loss is considered probable. The outstanding claims comprise the following:
| (US$ in millions) | Years Examined | September 30, 2024 | December 31, 2023 | ||||||||
| ICMS | 1990 to Present | $ | $ | ||||||||
| PIS/COFINS | 2002 to Present | $ | $ | ||||||||
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Labor claims — The labor claims are principally against Bunge’s Brazilian subsidiaries. The labor claims primarily relate to dismissals, severance, health and safety, salary adjustments, and supplementary retirement benefits.
Civil and other claims — The civil and other claims relate to various disputes with third parties, including suppliers and customers.
Guarantees — Bunge has issued or was a party to the following guarantees at September 30, 2024:
| (US$ in millions) | Recorded Liability | Maximum Potential Future Payments | |||||||||
Unconsolidated affiliates guarantee (1) | $ | $ | |||||||||
Residual value guarantee (2) | |||||||||||
Russia disposition indemnity (3) | |||||||||||
| Other guarantees | |||||||||||
| Total | $ | $ | |||||||||
(1) Bunge has issued guarantees to certain financial institutions related to debt of certain of its unconsolidated affiliates. The terms of the guarantees are equal to the terms of the related financings, which have maturity dates through 2034. There are no recourse provisions or collateral that would enable Bunge to recover any amounts paid under these guarantees. In addition, certain Bunge subsidiaries have guaranteed the obligations of certain of their unconsolidated affiliates and in connection therewith have secured their guarantee obligations through a pledge to the financial institutions of certain of their unconsolidated affiliates' shares plus loans receivable from the unconsolidated affiliates in the event that the guaranteed obligations are enforced. Based on amounts drawn under such guaranteed debt facilities at September 30, 2024, Bunge's potential liability was $124 million, and it has recorded $16 million of obligations and potential losses related to these guarantees within Other current liabilities and Other non-current liabilities.
(2) Bunge has issued guarantees to certain financial institutions that are party to certain operating lease arrangements for railcars, barges, and buildings. These guarantees provide for a minimum residual value to be received by the lessor at the conclusion of the lease term. These leases expire at various dates from 2024 through 2029. At September 30, 2024, no obligation has been recorded related to these guarantees. Any obligation recorded would be recognized in Current operating lease obligations or Non-current operating lease obligations.
(3) On February 3, 2023, Bunge agreed to indemnify the buyer of its Russian operations against certain existing legal claims involving Bunge's Russian subsidiary. The indemnity expires on February 2, 2030. As of September 30, 2024, Bunge recorded a $9 million obligation related to this indemnity within Other non-current liabilities.
Bunge Global SA has provided a guarantee to the Director of the Illinois Department of Agriculture as Trustee for Bunge North America, Inc. ("BNA"), an indirect wholly-owned subsidiary, which guarantees all amounts due and owing by BNA to grain producers and/or depositors in the State of Illinois who have delivered commodities to BNA’s Illinois facilities.
16. OTHER NON-CURRENT LIABILITIES
Other non-current liabilities consist of the following:
| (US$ in millions) | September 30, 2024 | December 31, 2023 | |||||||||
| Labor, legal, and other provisions | $ | $ | |||||||||
Pension and post-retirement obligations (1) | |||||||||||
Uncertain income tax positions (2) | |||||||||||
Unrealized losses on derivative contracts, at fair value (3) | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
(1)On October 2, 2024, the Company, as plan sponsor for one of Bunge's defined benefit U.S. pension plans, utilized approximately $377 million of plan assets to purchase an equally valued buy-in contract from a third-party insurer. On October 22, 2024, the Company notified plan participants in the same defined benefit U.S. pension plan of its intent to offer a lump sum buyout to eligible participants and terminate the plan, which is expected to be completed in the second half of fiscal year 2025. The October 2024 actions had no impact on the condensed consolidated financial statements as of September 30, 2024.
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(2)See Note 9 - Income Taxes.
(3)See Note 11- Fair Value Measurements.
17. EQUITY
Share repurchase program — As noted in Note 2 - Acquisitions and Dispositions, on June 12, 2023, Bunge Limited's Board of Directors approved the expansion of an existing $500 million program for the repurchase of Bunge’s issued and outstanding shares. At the time, approximately $300 million of capacity for the repurchase of Bunge Limited shares remained available under the existing program and Bunge Limited's Board of Directors approved the expansion of the program by an additional $1.7 billion, for an aggregate unutilized capacity of $2.0 billion at June 12, 2023. The program continues to have an indefinite term. During the three months ended September 30, 2024, Bunge repurchased 2,063,956 shares for $200 million; and during the nine months ended September 30, 2024, Bunge repurchased 6,440,930 shares for $600 million. As of September 30, 2024, 13,957,906 shares were repurchased for $1.4 billion and $800 million remained outstanding for repurchases under the program.
Dividends on registered shares — We paid cash dividends to shareholders as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Dividends paid per share | $ | $ | $ | $ | |||||||||||||||||||
Dividend distributions occurring after the Redomestication are at the discretion of the Board of Directors and the approval of shareholders at a general meeting in accordance with Swiss law. On May 15, 2024, shareholders of Bunge Global SA approved a cash dividend distribution in the amount of $2.72 per share, payable in four equal quarterly installments of $0.68
Upon approval of a dividend, the obligation is reflected in Other current liabilities with a corresponding reduction in Retained earnings in the condensed consolidated balance sheet. At September 30, 2024, and December 31, 2023, the unpaid portion of the dividends accrued in Other current liabilities on the condensed consolidated balance sheets totaled $190 million and $96 million, respectively, see Note 10- Other Current Liabilities.
Accumulated other comprehensive income (loss) attributable to Bunge — The following table summarizes the balances of related after-tax components of Accumulated other comprehensive income (loss) attributable to Bunge:
| (US$ in millions) | Foreign Exchange Translation Adjustment | Deferred Gains (Losses) on Hedging Activities | Pension and Other Postretirement Liability Adjustments | Accumulated Other Comprehensive Income (Loss) | |||||||||||||
| Balance, July 1, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
| Other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||
| Amount reclassified from accumulated other comprehensive income (loss) | ( | ( | |||||||||||||||
| Balance, September 30, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
| (US$ in millions) | Foreign Exchange Translation Adjustment | Deferred Gains (Losses) on Hedging Activities | Pension and Other Postretirement Liability Adjustments | Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||
| Balance, July 1, 2023 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ||||||||||||||||||
| Amount reclassified from accumulated other comprehensive income (loss) | ( | ( | ( | |||||||||||||||||
| Balance, September 30, 2023 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||
35
| (US$ in millions) | Foreign Exchange Translation Adjustment | Deferred Gains (Losses) on Hedging Activities | Pension and Other Postretirement Liability Adjustments | Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||
| Balance, January 1, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ||||||||||||||||||
| Amount reclassified from accumulated other comprehensive income (loss) | ( | ( | ||||||||||||||||||
| Balance, September 30, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||
| (US$ in millions) | Foreign Exchange Translation Adjustment | Deferred Gains (Losses) on Hedging Activities | Pension and Other Postretirement Liability Adjustments | Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||
| Balance, January 1, 2023 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | |||||||||||||||||||
| Amount reclassified from accumulated other comprehensive income (loss) | ( | |||||||||||||||||||
| Balance, September 30, 2023 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||
18. EARNINGS PER SHARE
Share information provided below, including references to Net income (loss) attributable to Bunge shareholders, Weighted-average number of shares outstanding, and Earnings per share have been calculated based on Bunge’s common shares prior to the Redomestication and Bunge’s registered shares after the Redomestication.
The following table sets forth the computation of basic and diluted earnings per share:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||
| (US$ in millions, except for share data) | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||
| Net income (loss) attributable to Bunge shareholders | $ | $ | $ | $ | ||||||||||||||||
| Weighted-average number of shares outstanding: | ||||||||||||||||||||
| Basic | ||||||||||||||||||||
| Effect of dilutive shares: | ||||||||||||||||||||
—stock options and awards (1) | ||||||||||||||||||||
| Diluted | ||||||||||||||||||||
| Earnings per share: | ||||||||||||||||||||
| Net income (loss) attributable to Bunge shareholders—basic | $ | $ | $ | $ | ||||||||||||||||
| Net income (loss) attributable to Bunge shareholders—diluted | $ | $ | $ | $ | ||||||||||||||||
(1) The weighted-average shares outstanding-diluted exclude less than 1
19. SEGMENT INFORMATION
The Company's operations are organized, managed, and classified into four reportable segments - Agribusiness, Refined and Specialty Oils, Milling, and Sugar and Bioenergy, organized based upon their similar economic characteristics, products and services offered, production processes, types and classes of customer, and distribution methods. The Company’s
36
remaining operations are not reportable segments, as defined by the applicable accounting standard, and are classified as Corporate and Other.
The Agribusiness segment is characterized by both inputs and outputs being agricultural commodities and thus high volume and low margin. The Refined and Specialty Oils segment involves the processing, production, and marketing of products derived from vegetable oils. The Milling segment involves the processing, production, and marketing of products derived primarily from wheat and corn. The Sugar and Bioenergy reportable segment primarily comprises the net earnings in the Company’s 50 % interest in BP Bunge Bioenergia, a joint venture with BP p.l.c. On June 19, 2024, Bunge entered into a definitive share purchase agreement to sell its 50 % ownership share in BP Bunge Bioenergia. On October 1, 2024, the transaction closed in accordance with the terms of the share purchase agreement. See Note 2 - Acquisitions and Dispositions for further information.
Corporate and Other includes salaries and overhead for corporate functions that are not allocated to the Company’s individual reporting segments because the operating performance of each reporting segment is evaluated by the Company's chief operating decision maker exclusive of these items, as well as certain other activities including Bunge Ventures, the Company's captive insurance activities, accounts receivable securitization activities, and certain income tax assets and liabilities.
Transfers between segments are generally valued at market. Segment revenues generated from these transfers are shown in the following table as “Inter-segment revenues.”
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||
(US$ in millions) | Agribusiness | Refined and Specialty Oils | Milling | Sugar and Bioenergy | Corporate and Other | Eliminations | Total | ||||||||||||||||
| Net sales to external customers | $ | $ | $ | $ | $ | $ | — | $ | |||||||||||||||
| Inter–segment revenues | — | ( | — | ||||||||||||||||||||
| Cost of goods sold | ( | ( | ( | ( | ( | — | ( | ||||||||||||||||
| Gross profit | ( | — | |||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ( | ( | ( | |||||||||||||||||
| Foreign exchange (losses) gains – net | ( | ||||||||||||||||||||||
EBIT - Noncontrolling interests (1) | ( | ( | |||||||||||||||||||||
| Other income (expense) - net | ( | ( | |||||||||||||||||||||
| Income (loss) from affiliates | ( | ( | |||||||||||||||||||||
Total Segment EBIT (2) | ( | ||||||||||||||||||||||
| Total assets | |||||||||||||||||||||||
| Three Months Ended September 30, 2023 | |||||||||||||||||||||||
| (US$ in millions) | Agribusiness | Refined and Specialty Oils | Milling | Sugar and Bioenergy | Corporate and Other | Eliminations | Total | ||||||||||||||||
| Net sales to external customers | $ | $ | $ | $ | $ | $ | — | $ | |||||||||||||||
| Inter–segment revenues | — | ( | — | ||||||||||||||||||||
| Cost of goods sold | ( | ( | ( | ( | ( | — | ( | ||||||||||||||||
| Gross profit | ( | — | |||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ( | ( | ( | |||||||||||||||||
| Foreign exchange (losses) gains – net | ( | ( | ( | ||||||||||||||||||||
EBIT - Noncontrolling interests (1) | ( | ( | ( | ||||||||||||||||||||
| Other income (expense) - net | ( | ( | ( | ||||||||||||||||||||
| Income (loss) from affiliates | ( | ||||||||||||||||||||||
Total Segment EBIT (2) | ( | ||||||||||||||||||||||
| Total assets | |||||||||||||||||||||||
37
| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||
| (US$ in millions) | Agribusiness | Refined and Specialty Oils | Milling | Sugar and Bioenergy | Corporate and Other | Eliminations | Total | ||||||||||||||||
| Net sales to external customers | $ | $ | $ | $ | $ | $ | — | $ | |||||||||||||||
| Inter–segment revenues | — | ( | — | ||||||||||||||||||||
| Cost of goods sold | ( | ( | ( | ( | ( | — | ( | ||||||||||||||||
| Gross profit | ( | — | |||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ( | ( | ( | |||||||||||||||||
| Foreign exchange (losses) gains | ( | ( | ( | ( | |||||||||||||||||||
EBIT - Noncontrolling interests (1) | ( | ( | |||||||||||||||||||||
| Other income (expense) - net | ( | ( | |||||||||||||||||||||
| Income (loss) from affiliates | ( | ( | ( | ||||||||||||||||||||
Total Segment EBIT (2) | ( | ||||||||||||||||||||||
| Total assets | |||||||||||||||||||||||
| Nine Months Ended September 30, 2023 | |||||||||||||||||||||||
| (US$ in millions) | Agribusiness | Refined and Specialty Oils | Milling | Sugar and Bioenergy | Corporate and Other | Eliminations | Total | ||||||||||||||||
| Net sales to external customers | $ | $ | $ | $ | $ | $ | — | $ | |||||||||||||||
| Inter–segment revenues | — | ( | — | ||||||||||||||||||||
| Cost of goods sold | ( | ( | ( | ( | ( | — | ( | ||||||||||||||||
| Gross profit | ( | — | |||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ( | ( | ( | |||||||||||||||||
| Foreign exchange (losses) gains | ( | ( | ( | ||||||||||||||||||||
EBIT - Noncontrolling interests (1) | ( | ( | ( | ||||||||||||||||||||
| Other income (expense) - net | ( | ( | |||||||||||||||||||||
| Income (loss) from affiliates | ( | ( | |||||||||||||||||||||
Total Segment EBIT (2) | ( | ||||||||||||||||||||||
| Total assets | |||||||||||||||||||||||
(1) Includes Net (income) attributable to noncontrolling interests and redeemable noncontrolling interests adjusted for noncontrolling interests' share of interest and taxes.
(2) Total Segment earnings before interest and taxes ("EBIT") is an operating performance measure used by Bunge’s management to evaluate segment operating activities. Bunge’s management believes Total Segment EBIT is a useful measure of operating profitability, since the measure allows for an evaluation of the performance of its segments without regard to its financing methods or capital structure. In addition, EBIT is a financial measure that is widely used by analysts and investors in Bunge’s industry. Total Segment EBIT is a non-GAAP financial measure and is not intended to replace Net income (loss) attributable to Bunge, the most directly comparable U.S. GAAP financial measure. Further, Total Segment EBIT is not a measure of consolidated operating results under U.S. GAAP and should not be considered as an alternative to Net income (loss) or any other measure of consolidated operating results under U.S. GAAP. See the reconciliation of Total Segment EBIT to Net income (loss) attributable to Bunge in the table below.
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A reconciliation of Net income (loss) attributable to Bunge to Total Segment EBIT follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (US$ in millions) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Net income (loss) attributable to Bunge | $ | $ | $ | $ | |||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Income tax expense (benefit) | |||||||||||||||||||||||
| Noncontrolling interests' share of interest and tax | |||||||||||||||||||||||
| Total Segment EBIT | $ | $ | $ | $ | |||||||||||||||||||
The Company’s revenue comprises sales from commodity contracts that are accounted for under ASC 815, Derivatives and Hedging ("ASC 815") and sales of other products and services that are accounted for under ASC 606, Revenue from Contracts with Customers ("ASC 606"). The following tables provide a disaggregation of Net sales to external customers between sales from commodity contracts (ASC 815) and sales from contracts with customers (ASC 606):
| Three Months Ended September 30, 2024 | ||||||||||||||||||||
| (US$ in millions) | Agribusiness | Refined and Specialty Oils | Milling | Sugar and Bioenergy | Corporate and Other | Total | ||||||||||||||
| Sales from commodity contracts (ASC 815) | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Sales from contracts with customers (ASC 606) | ||||||||||||||||||||
| Net sales to external customers | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Three Months Ended September 30, 2023 | ||||||||||||||||||||
| (US$ in millions) | Agribusiness | Refined and Specialty Oils | Milling | Sugar and Bioenergy | Corporate and Other | Total | ||||||||||||||
| Sales from commodity contracts (ASC 815) | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Sales from contracts with customers (ASC 606) | ||||||||||||||||||||
| Net sales to external customers | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Nine Months Ended September 30, 2024 | ||||||||||||||||||||
| (US$ in millions) | Agribusiness | Refined and Specialty Oils | Milling | Sugar and Bioenergy | Corporate and Other | Total | ||||||||||||||
| Sales from commodity contracts (ASC 815) | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Sales from contracts with customers (ASC 606) | ||||||||||||||||||||
| Net sales to external customers | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Nine Months Ended September 30, 2023 | ||||||||||||||||||||
| (US$ in millions) | Agribusiness | Refined and Specialty Oils | Milling | Sugar and Bioenergy | Corporate and Other | Total | ||||||||||||||
| Sales from commodity contracts (ASC 815) | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Sales from contracts with customers (ASC 606) | ||||||||||||||||||||
| Net sales to external customers | $ | $ | $ | $ | $ | $ | ||||||||||||||
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Cautionary Statement Regarding Forward Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward looking statements to encourage companies to provide prospective information to investors. This Form 10-Q includes forward looking statements that reflect our current expectations and projections about our future results, performance, prospects and opportunities. Forward looking statements include all statements that are not historical in nature. We have tried to identify these forward looking statements by using words including "may," "will," "should," "could," "expect," "anticipate," "believe," "plan," "intend," "estimate," "continue" and similar expressions. These forward looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward looking statements. The following factors, among others, could cause actual results to differ from these forward looking statements:
•the impact on our employees, operations, and facilities from the war in Ukraine and the resulting economic and other sanctions imposed on Russia, including the impact on us resulting from the continuation and/or escalation of the war and sanctions against Russia;
•the effect of weather conditions and the impact of crop and animal disease on our business;
•the impact of global and regional economic, agricultural, financial and commodities market, political, social and health conditions;
•changes in government policies and laws affecting our business, including agricultural and trade policies, financial markets regulation and environmental, tax and biofuels regulation;
•the impact of seasonality;
•the impact of government policies and regulations;
•the outcome of pending regulatory and legal proceedings;
•our ability to complete, integrate and benefit from acquisitions, divestitures, joint ventures and strategic alliances, including without limitation Bunge’s pending business combination with Viterra Limited ("Viterra");
•the impact of industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products that we sell and use in our business, fluctuations in energy and freight costs and competitive developments in our industries;
•the effectiveness of our capital allocation plans, funding needs and financing sources;
•the effectiveness of our risk management strategies;
•operational risks, including industrial accidents, natural disasters, pandemics or epidemics, wars and cybersecurity incidents;
•changes in foreign exchange policy or rates;
•the impact of our dependence on third parties;
•our ability to attract and retain executive management and key personnel; and
•other factors affecting our business generally.
The forward looking statements included in this report are made only as of the date of this report, and except as otherwise required by federal securities law, we do not have any obligation to publicly update or revise any forward looking statements to reflect subsequent events or circumstances.
You should refer to “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024 and “Part II — Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q for a more detailed discussion of these factors.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Third Quarter 2024 Overview
You should refer to "Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Factors Affecting Operating Results" in our Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of key factors affecting operating results in each of our business segments. In addition, you should refer to "Item 9A, Controls and Procedures" in our Annual Report on Form 10-K for the year ended December 31, 2023, and to "Item 4, Controls and Procedures" in this Quarterly Report on Form 10-Q for the period ended September 30, 2024, for a discussion of our internal controls over financial reporting.
Non-U.S. GAAP Financial Measures
Total segment earnings before interest and taxes ("EBIT") is an operating performance measure used by Bunge’s management to evaluate segment operating activities. Bunge also uses Core Segment EBIT, Non-core Segment EBIT, Corporate and Other EBIT, and Total Segment EBIT to evaluate segment operating performance of Bunge’s Core reportable segments, Non-core reportable segments, and Total reportable segments together with Corporate and Other. Core Segment EBIT is the aggregate of the EBIT of each of Bunge’s Agribusiness, Refined and Specialty Oils, and Milling segments. Non-core Segment EBIT is the EBIT of Bunge’s Sugar & Bioenergy segment. Total Segment EBIT is the aggregate of the EBIT of Bunge’s Core and Non-core reportable segments, together with Corporate and Other. Bunge’s management believes Core Segment EBIT, Non-core Segment EBIT, Corporate and Other EBIT and Total Segment EBIT are useful measures of operating profitability since the measures allow for an evaluation of the performance of its segments without regard to financing methods or capital structure. In addition, EBIT is a financial measure that is widely used by analysts and investors in Bunge’s industry. Total Segment EBIT is a non-U.S. GAAP financial measure and is not intended to replace Net income attributable to Bunge, the most directly comparable U.S. GAAP financial measure. Further, Total Segment EBIT excludes EBIT attributable to noncontrolling interests and is not a measure of consolidated operating results under U.S. GAAP and should not be considered as an alternative to Net income or any other measure of consolidated operating results under U.S. GAAP. See the reconciliation of Net income attributable to Bunge to Total Segment EBIT below.
Executive Summary
Net Income (Loss) Attributable to Bunge - For the three months ended September 30, 2024, Net income attributable to Bunge was $221 million, a decrease of $152 million compared to $373 million, for the three months ended September 30, 2023. For the nine months ended September 30, 2024, Net income attributable to Bunge was $535 million, a decrease of $1,092 million, compared to $1,627 million for the nine months ended September 30, 2023. The decrease for the three and nine months ended September 30, 2024, was primarily due to lower Segment EBIT in our Core and Non-core segments, as further discussed in the Segment Overview & Results of Operations section below, partially offset by lower income tax expense as discussed further below.
Earnings Per Share - Diluted - For the three months ended September 30, 2024, Net income attributable to Bunge shareholders - diluted, was $1.56 per share, a decrease of $0.91 per share, compared to income of $2.47 per share for the three months ended September 30, 2023. For the nine months ended September 30, 2024, Net income attributable to Bunge shareholders - diluted, was $3.73 per share, a decrease of $6.98 per share, compared to income of $10.71 per share for the nine months ended September 30, 2023.
EBIT - For the three months ended September 30, 2024, Total Segment EBIT was $407 million, a decrease of $177 million compared to Total Segment EBIT of $584 million for the three months ended September 30, 2023. For the nine months ended September 30, 2024, Total Segment EBIT was $1,025 million, a decrease of $1,357 million compared to Total Segment EBIT of $2,382 million for the nine months ended September 30, 2023. The decrease in Total Segment EBIT for the three and nine months ended September 30, 2024, was primarily due to lower Segment EBIT in our Core and Non-core segments, resulting primarily from lower gross profit in our Agribusiness segment, as further discussed in the Segment Overview & Results of Operations section below.
Income Tax (Expense) Benefit - Income tax expense was $89 million for the three months ended September 30, 2024 compared to $114 million for the three months ended September 30, 2023. Income tax expense was $236 million for the nine months ended September 30, 2024 compared to $495 million for the nine months ended September 30, 2023. The decrease for the three and nine months ended September 30, 2024 was primarily due to lower pre-tax income in 2024, partially offset by unfavorable discrete tax adjustments in 2024.
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Liquidity and Capital Resources – At September 30, 2024, working capital, which equals Total current assets less Total current liabilities, was $8,228 million, a decrease of $151 million, compared to working capital of $8,379 million at September 30, 2023, and a decrease of $435 million, compared to working capital of $8,663 million at December 31, 2023. The decrease in working capital at September 30, 2024, compared to September 30, 2023, was primarily due to lower Other current assets, lower Trade accounts receivables, net and a higher Current portion of long-term debt balance, partially offset by lower Trade accounts payable balances, higher Cash and cash equivalents and a lower Short-term debt balance. The decrease in working capital at September 30, 2024, compared to December 31, 2023, was primarily due to a higher Current portion of long-term debt balance, lower Other current assets and Trade accounts receivable, net balances, partially offset by lower Trade accounts payable balances, as well as higher Inventories and Cash and cash equivalents as described within the Liquidity and Capital Resources section below.
Segment Overview & Results of Operations
Our operations are organized, managed and classified into four reportable segments based upon their similar economic characteristics, nature of products and services offered, production processes, types and classes of customer, and distribution methods. We further organize these reportable segments into Core operations and Non-core operations. Core operations comprise our Agribusiness, Refined and Specialty Oils, and Milling segments. Non-core operations comprise our Sugar & Bioenergy segment, which itself primarily comprises the Company’s 50% interest in the net earnings of BP Bunge Bioenergia, a joint venture with BP p.l.c. See Note 2 - Acquisitions and Dispositions for details regarding Bunge's disposition of its 50% interest in BP Bunge Bioenergia.
Our remaining operations are not reportable segments, as defined by the applicable accounting standard, and are classified as Corporate and Other. Corporate and Other includes salaries and overhead for corporate functions that are not allocated to our individual reportable segments because the operating performance of each reportable segment is evaluated by the Company's chief operating decision maker exclusive of these items, as well as certain other activities including Bunge Ventures, the Company's captive insurance activities, and trade receivables securitization program, as well as certain income tax assets and liabilities.
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A reconciliation of Net income (loss) attributable to Bunge to Total Segment EBIT follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (US$ in millions) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Net income (loss) attributable to Bunge | $ | 221 | $ | 373 | $ | 535 | $ | 1,627 | |||||||||||||||
| Interest income | (33) | (38) | (112) | (121) | |||||||||||||||||||
| Interest expense | 127 | 133 | 358 | 374 | |||||||||||||||||||
| Income tax expense (benefit) | 89 | 114 | 236 | 495 | |||||||||||||||||||
| Noncontrolling interests' share of interest and tax | 3 | 2 | 8 | 7 | |||||||||||||||||||
| Total Segment EBIT | $ | 407 | $ | 584 | $ | 1,025 | $ | 2,382 | |||||||||||||||
| Agribusiness Segment EBIT | 322 | 461 | 738 | 1,951 | |||||||||||||||||||
| Refined and Specialty Oils Segment EBIT | 200 | 227 | 611 | 677 | |||||||||||||||||||
| Milling Segment EBIT | 17 | 23 | 88 | 46 | |||||||||||||||||||
| Core Segment EBIT | 539 | 711 | 1,437 | 2,674 | |||||||||||||||||||
| Corporate and Other EBIT | (138) | (182) | (421) | (417) | |||||||||||||||||||
| Sugar and Bioenergy Segment EBIT | 6 | 55 | 9 | 125 | |||||||||||||||||||
| Non-core Segment EBIT | 6 | 55 | 9 | 125 | |||||||||||||||||||
| Total Segment EBIT | $ | 407 | $ | 584 | $ | 1,025 | $ | 2,382 | |||||||||||||||
Core Segments
Agribusiness Segment
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| (US$ in millions, except volumes) | 2024 | 2023 | % Change | 2024 | 2023 | % Change | |||||||||||||||||||||||||||||
| Volumes (in thousand metric tons) | 19,892 | 18,854 | 6 | % | 60,663 | 55,497 | 9 | % | |||||||||||||||||||||||||||
| Net sales | $ | 9,292 | $ | 10,082 | (8) | % | $ | 28,689 | $ | 31,809 | (10) | % | |||||||||||||||||||||||
| Cost of goods sold | (8,900) | (9,437) | (6) | % | (27,554) | (29,359) | (6) | % | |||||||||||||||||||||||||||
| Gross profit | 392 | 645 | (39) | % | 1,135 | 2,450 | (54) | % | |||||||||||||||||||||||||||
| Selling, general and administrative expense | (147) | (145) | 1 | % | (452) | (428) | 6 | % | |||||||||||||||||||||||||||
| Foreign exchange (losses) gains – net | 20 | (52) | 138 | % | (81) | (77) | 5 | % | |||||||||||||||||||||||||||
| EBIT attributable to noncontrolling interests | 4 | (9) | 144 | % | 14 | (29) | 148 | % | |||||||||||||||||||||||||||
| Other income (expense) – net | 79 | 36 | 119 | % | 188 | 54 | 248 | % | |||||||||||||||||||||||||||
| Income (loss) from affiliates | (26) | (14) | 86 | % | (66) | (19) | 247 | % | |||||||||||||||||||||||||||
| Total Agribusiness Segment EBIT | $ | 322 | $ | 461 | (30) | % | $ | 738 | $ | 1,951 | (62) | % | |||||||||||||||||||||||
Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
Agribusiness segment Net sales decreased 8%, to $9,292 million for the three months ended September 30, 2024. The net decrease was primarily due to the following:
•In Processing, Net sales decreased 8%, primarily due to lower average sales prices experienced in all regions for our global soybean oilseed processing businesses, driven by relative price stabilization due to a more balanced
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supply and demand environment. The above decreases were partially offset by higher volumes primarily driven from increased activity in Argentina due to the drought experienced in the region in the prior year.
•In Merchandising, Net sales decreased 7%, primarily due to lower average sales prices in our global corn, oils and wheat businesses. This decrease was partially offset by an increase in volumes, due to fewer supply constraints compared to the prior period in our global corn and oils businesses.
Cost of goods sold decreased 6%, to $8,900 million for the three months ended September 30, 2024. The net decrease was primarily due to the following:
•In Processing, Cost of goods sold decreased 5%, primarily due to lower Net sales. The decrease was partially offset by unfavorable mark-to-market results in the current period as well as the lack of mark-to-market gains from the recovery of inventory in Ukraine recognized in the prior period.
•In Merchandising, Cost of goods sold decreased 9%, primarily due to lower Net sales as well as favorable mark-to-market results in the current period.
Foreign exchange (losses) gains - net increased 138% to a gain of $20 million for the three months ended September 30, 2024. The net gain in the current year was the result of gains in our processing business, primarily due to the impact of a weaker U.S. dollar on U.S. dollar-denominated loans payable in non-U.S. dollar functional currency operations.
Loss from affiliates increased 86% to a loss of $26 million for the three months ended September 30, 2024, primarily due to a $19 million impairment charge in the current period associated with a minority investment in North America.
Segment EBIT decreased 30%, to $322 million for the three months ended September 30, 2024. The net decrease was primarily due to the following:
•In Processing, a decrease of 49% was primarily due to lower Gross profit in our North America oilseed processing business as well as impairment charges incurred in the current period, as described above. This decrease was partially offset by favorable foreign exchange results as described above.
•In Merchandising, an increase of 232% was primarily due to higher Gross profit, driven by increased results in our ocean freight and global oil businesses.
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
Agribusiness segment Net sales decreased 10%, to $28,689 million for the nine months ended September 30, 2024. The net decrease was primarily due to the following:
•In Processing, Net sales decreased 12%, primarily due to lower average sales prices experienced in all regions for our global soybean oilseed processing businesses as well as our Europe softseed businesses, driven by relative price stabilization due to a more balanced supply and demand environment, in addition to overall lower volumes in our global soybean oilseed processing businesses. The above decreases were slightly offset by higher volumes in our Europe softseed business primarily driven from increased activity at our Ukrainian facilities.
•In Merchandising, Net sales decreased 4%, primarily due to lower average sales prices in our global corn, wheat, and oil businesses. The decrease was partially offset by an increase in volumes, primarily due to fewer supply constraints compared to the prior period in our global corn, oils, and wheat businesses.
Cost of goods sold decreased 6% to $27,554 million for the nine months ended September 30, 2024. The net decrease was primarily due to the following:
•In Processing, Cost of goods sold decreased 7%, primarily due to lower Net sales. The decrease was partially offset by unfavorable mark-to-market results in the current period as well as the lack of mark-to-market gains from the recovery of inventory in Ukraine recognized in the prior period.
•In Merchandising, Cost of goods sold decreased 4%, primarily due to lower Net sales, as further described above, as well favorable mark-to-market results in the current period. The decrease was partially offset by the lack of mark-to-market gains from the recovery of inventory in Ukraine recognized in the prior period.
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Other income (expense) - net was income of $188 million for the nine months ended September 30, 2024 compared to income of $54 million for the nine months ended September 30, 2023. The increase was primarily due to gains in Argentina related to foreign currency positioning.
Loss from affiliates increased 247% to a loss of $66 million of for the nine months ended September 30, 2024, primarily due to a $19 million impairment charge in the current period associated with a minority investment in North America and lower results from a minority investment in a crush facility in Argentina.
Segment EBIT decreased 62% to $738 million for the nine months ended September 30, 2024. The net decrease was primarily due to the following:
•In Processing, a decrease of 68% was primarily due to lower Gross profit, driven by lower Gross profit in our North America oilseed processing business and global soybean oilseed processing businesses as well as a impairment charges incurred in the current year, as described above. This decrease was partially offset by an increase in Other income (expense) - net as highlighted above.
•In Merchandising, a decrease of 27% was primarily due lower Gross profit, driven by lower results in our global corn business.
Refined and Specialty Oils Segment
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| (US$ in millions, except volumes) | 2024 | 2023 | % Change | 2024 | 2023 | % Change | |||||||||||||||||||||||||||||
| Volumes (in thousand metric tons) | 2,334 | 2,278 | 2 | % | 6,829 | 6,636 | 3 | % | |||||||||||||||||||||||||||
| Net sales | $ | 3,158 | $ | 3,601 | (12) | % | $ | 9,519 | $ | 11,090 | (14) | % | |||||||||||||||||||||||
| Cost of goods sold | (2,820) | (3,249) | (13) | % | (8,507) | (10,063) | (15) | % | |||||||||||||||||||||||||||
| Gross profit | 338 | 352 | (4) | % | 1,012 | 1,027 | (1) | % | |||||||||||||||||||||||||||
| Selling, general and administrative expense | (103) | (98) | 5 | % | (303) | (291) | 4 | % | |||||||||||||||||||||||||||
| Foreign exchange (losses) gains – net | (8) | (2) | 300 | % | (21) | 8 | (363) | % | |||||||||||||||||||||||||||
| EBIT attributable to noncontrolling interests | (13) | (6) | 117 | % | (31) | (17) | 82 | % | |||||||||||||||||||||||||||
| Other income (expense) – net | (14) | (19) | (26) | % | (46) | (50) | (8) | % | |||||||||||||||||||||||||||
| Income (loss) from affiliates | — | — | — | % | — | — | — | % | |||||||||||||||||||||||||||
| Total Refined and Specialty Oils Segment EBIT | $ | 200 | $ | 227 | (12) | % | $ | 611 | $ | 677 | (10) | % | |||||||||||||||||||||||
Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
Refined and Specialty Oils segment Net sales decreased 12%, to $3,158 million for the three months ended September 30, 2024. The decrease was primarily due to lower sales prices in all regions, driven by relative price stabilization and increased global supply, partially offset by increased volumes in Asia due to higher demand for certain products driven by better pricing, as well as increased volumes in North America due to expanded capacity at our Avondale refinery.
Cost of goods sold decreased 13%, to $2,820 million for the three months ended September 30, 2024. The decrease was primarily due to lower prices in all regions, as described for Net sales above, in addition to favorable mark-to-market results.
Segment EBIT decreased 12% to $200 million for the three months ended September 30, 2024. The decrease was primarily due to lower Gross profit driven by lower margins in our soybean oil refining businesses.
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
Refined and Specialty Oils segment Net sales decreased 14%, to $9,519 million for the nine months ended September 30, 2024. The decrease was primarily due to lower average sales prices in all regions, driven by prices stabilizing and increased global supply, partially offset by increased volumes in Asia due to higher demand for certain products driven by better pricing, as well as increased volumes in North America due to expanded capacity at our Avondale refinery.
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Cost of goods sold decreased 15%, to $8,507 million for the nine months ended September 30, 2024. The decrease in Cost of goods sold was primarily due to lower prices in all regions, as described in Net sales above, in addition to more favorable mark-to-market results.
Segment EBIT decreased 10%, to $611 million for the nine months ended September 30, 2024. Although Gross profit remained relatively consistent between periods, the decrease was primarily due to unfavorable Foreign exchange (losses) gains - net, primarily driven by the devaluation of the Egyptian pound in the first quarter of 2024.
Milling Segment
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| (US$ in millions, except volumes) | 2024 | 2023 | % Change | 2024 | 2023 | % Change | |||||||||||||||||||||||||||||
| Volumes (in thousand metric tons) | 961 | 890 | 8 | % | 2,806 | 2,555 | 10 | % | |||||||||||||||||||||||||||
| Net sales | $ | 407 | $ | 479 | (15) | % | $ | 1,189 | $ | 1,484 | (20) | % | |||||||||||||||||||||||
| Cost of goods sold | (364) | (429) | (15) | % | (1,020) | (1,363) | (25) | % | |||||||||||||||||||||||||||
| Gross profit | 43 | 50 | (14) | % | 169 | 121 | 40 | % | |||||||||||||||||||||||||||
| Selling, general and administrative expense | (25) | (25) | — | % | (74) | (70) | 6 | % | |||||||||||||||||||||||||||
| Foreign exchange (losses) gains – net | — | — | — | % | (2) | (1) | 100 | % | |||||||||||||||||||||||||||
| EBIT attributable to noncontrolling interests | — | — | — | % | — | 1 | (100) | % | |||||||||||||||||||||||||||
| Other income (expense) – net | (1) | (2) | (50) | % | (4) | (5) | (20) | % | |||||||||||||||||||||||||||
| Income (loss) from affiliates | — | — | — | % | (1) | — | (100) | % | |||||||||||||||||||||||||||
| Total Milling Segment EBIT | $ | 17 | $ | 23 | (26) | % | $ | 88 | $ | 46 | 91 | % | |||||||||||||||||||||||
Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
Milling segment Net sales decreased 15%, to $407 million for the three months ended September 30, 2024. The decrease was primarily due to lower sales prices in both our South American wheat milling and North American corn milling businesses. These decreases were partially offset by an increase in volumes across both regions.
Cost of goods sold decreased 15%, to $364 million for the three months ended September 30, 2024. The decrease was primarily due to lower sales prices, as described for Net sales above, as well as favorable mark-to-market results.
Segment EBIT decreased 26%, to $17 million for the three months ended September 30, 2024. The decrease was primarily due to lower Gross profit in South America wheat milling, as described above.
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
Milling segment Net sales decreased 20%, to $1,189 million for the nine months ended September 30, 2024. The decrease was primarily due to lower sales prices in both our South American wheat milling and North American corn milling businesses. These decreases were partially offset by an increase in volumes across both regions.
Cost of goods sold decreased 25%, to $1,020 million for the nine months ended September 30, 2024. The decrease was primarily due to lower sales prices, as described for Net sales above, as well as favorable mark-to-market results.
Segment EBIT increased 91%, to $88 million for the nine months ended September 30, 2024. The increase was primarily due to higher Gross profit in South America wheat milling, as described above.
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Corporate and Other
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| (US$ in millions) | 2024 | 2023 | % Change | 2024 | 2023 | % Change | |||||||||||||||||||||||||||||
| Net sales | $ | 13 | $ | 9 | 44 | % | $ | 39 | $ | 29 | 34 | % | |||||||||||||||||||||||
| Cost of goods sold | (15) | (13) | 15 | % | (46) | (40) | 15 | % | |||||||||||||||||||||||||||
| Gross profit | (2) | (4) | (50) | % | (7) | (11) | (36) | % | |||||||||||||||||||||||||||
| Selling, general and administrative expense | (161) | (178) | (10) | % | (494) | (430) | 15 | % | |||||||||||||||||||||||||||
| Foreign exchange (losses) gains – net | 2 | 6 | (67) | % | 3 | 5 | (40) | % | |||||||||||||||||||||||||||
| EBIT attributable to noncontrolling interests | — | 1 | (100) | % | 2 | 2 | — | % | |||||||||||||||||||||||||||
| Other income (expense) – net | 23 | (7) | 429 | % | 74 | 34 | 118 | % | |||||||||||||||||||||||||||
| Income (loss) from affiliates | — | — | — | % | 1 | (17) | 106 | % | |||||||||||||||||||||||||||
| Total Corporate and Other EBIT | $ | (138) | $ | (182) | 24 | % | $ | (421) | $ | (417) | (1) | % | |||||||||||||||||||||||
Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
Corporate and Other EBIT increased 24%, to a loss of $138 million for the three months ended September 30, 2024. The increase was primarily driven by a decrease in SG&A expense primarily as the result of lower variable compensation expense, partially offset by higher acquisition and integration costs associated with the announced acquisition of Viterra. The company recognized acquisition and integration costs within Corporate and Other EBIT of $62 million, and $48 million for the three months ended September 30, 2024, and 2023, respectively. Additionally, results in the prior year included a $20 million impairment charge, in Other income (expense) - net, related to the full impairment of a long-term investment.
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
Corporate and Other EBIT decreased 1%, to a loss of $421 million for the nine months ended September 30, 2024. The decrease was primarily driven by an increase in SG&A expense resulting from increased acquisition and integration costs associated with the announced acquisition of Viterra, partially offset by lower variable compensation expense. The company recognized acquisition and integrations costs within Corporate and Other EBIT of $185 million, and $66 million for the nine months ended September 30, 2024, and 2023, respectively. The increase described above was partially offset by impairment charges in the prior year of $20 million, in Other income (expense) - net, related to the full impairment of a long-term investment and $16 million, in Income (loss) from affiliates, related to a minority investment in Australian Plant Proteins, a start-up manufacturer of novel protein ingredients.
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Non-core Segment
Sugar and Bioenergy Segment
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| (US$ in millions) | 2024 | 2023 | % Change | 2024 | 2023 | % Change | |||||||||||||||||||||||||||||
| Net sales | $ | 38 | $ | 56 | (32) | % | $ | 130 | $ | 192 | (32) | % | |||||||||||||||||||||||
| Cost of goods sold | (37) | (54) | (31) | % | (127) | (188) | (32) | % | |||||||||||||||||||||||||||
| Gross profit | 1 | 2 | (50) | % | 3 | 4 | (25) | % | |||||||||||||||||||||||||||
| Selling, general and administrative expense | (1) | (1) | — | % | (2) | (1) | 100 | % | |||||||||||||||||||||||||||
| Foreign exchange (losses) gains – net | — | 1 | (100) | % | — | 1 | (100) | % | |||||||||||||||||||||||||||
| Other income (expense) – net | — | — | — | % | — | 2 | (100) | % | |||||||||||||||||||||||||||
| Income (loss) from affiliates | 6 | 53 | (89) | % | 8 | 119 | (93) | % | |||||||||||||||||||||||||||
| Total Sugar and Bioenergy Segment EBIT | $ | 6 | $ | 55 | (89) | % | $ | 9 | $ | 125 | (93) | % | |||||||||||||||||||||||
Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
Segment EBIT decreased 89%, to $6 million for the three months ended September 30, 2024. The decrease was due to less favorable results from our investment in BP Bunge Bioenergia, primarily resulting from foreign exchange losses on U.S. dollar denominated debt of BP Bunge Bioenergia in the current period. The decrease was also driven by lower gross margins in BP Bunge Bioenergia compared to the prior year due to higher operating costs and lower ethanol prices, which were partially offset by higher sugar and ethanol volumes.
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
Segment EBIT decreased 93%, to $9 million for the nine months ended September 30, 2024. The decrease was due to less favorable results from our investment in BP Bunge Bioenergia, primarily resulting from the release of a tax valuation allowance in the prior period, as well as foreign exchange losses on U.S. dollar denominated debt of BP Bunge Bioenergia in the current period, and lower gross margins compared to the prior year due to lower ethanol prices.
Interest - A summary of consolidated interest income and expense follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| (US$ in millions) | 2024 | 2023 | % Change | 2024 | 2023 | % Change | |||||||||||||||||||||||||||||
| Interest income | $ | 33 | $ | 38 | (13) | % | $ | 112 | $ | 121 | (7) | % | |||||||||||||||||||||||
| Interest expense | (127) | (133) | (5) | % | (358) | (374) | (4) | % | |||||||||||||||||||||||||||
Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
Interest income decreased 13%, to $33 million for the three months ended September 30, 2024. Interest expense decreased 5%, to $127 million for the three months ended September 30, 2024. Interest income and Interest expense are consistent with the prior period as a result of similar average debt levels and interest rates remaining substantially flat.
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
Interest income decreased 7%, to $112 million for the nine months ended September 30, 2024. Interest expense decreased 4%, to $358 million for the nine months ended September 30, 2024. Interest income and Interest expense are consistent with the prior period as a result of similar average debt levels and interest rates remaining substantially flat.
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Liquidity and Capital Resources
Our main financial objectives are to prudently manage financial risks, ensure consistent access to liquidity and minimize cost of capital in order to efficiently finance our business and maintain balance sheet strength. We generally finance our ongoing operations with cash flows generated from operations, issuances of commercial paper, borrowings under various bilateral and syndicated revolving credit facilities, term loans, and proceeds from the issuance of senior notes. Acquisitions and long-lived assets are generally financed with a combination of equity and long-term debt.
Working Capital
| As of | |||||||||||||||||
| (US$ in millions, except current ratio) | September 30, 2024 | September 30, 2023 | December 31, 2023 | ||||||||||||||
| Cash and cash equivalents | $ | 2,836 | $ | 2,173 | $ | 2,602 | |||||||||||
| Trade accounts receivable, net | 2,100 | 2,509 | 2,592 | ||||||||||||||
| Inventories | 7,465 | 7,548 | 7,105 | ||||||||||||||
| Other current assets | 3,518 | 4,394 | 4,051 | ||||||||||||||
| Total current assets | $ | 15,919 | $ | 16,624 | $ | 16,350 | |||||||||||
| Short-term debt | $ | 755 | $ | 914 | $ | 797 | |||||||||||
| Current portion of long-term debt | 663 | 301 | 5 | ||||||||||||||
| Trade accounts payable | 3,211 | 3,975 | 3,664 | ||||||||||||||
| Current operating lease obligations | 288 | 317 | 308 | ||||||||||||||
| Other current liabilities | 2,774 | 2,738 | 2,913 | ||||||||||||||
| Total current liabilities | $ | 7,691 | $ | 8,245 | $ | 7,687 | |||||||||||
Working capital(1) | $ | 8,228 | $ | 8,379 | $ | 8,663 | |||||||||||
Current ratio(1) | 2.07 | 2.02 | 2.13 | ||||||||||||||
(1) Working capital is defined as Total current assets less Total current liabilities; Current ratio represents Total current assets divided by Total current liabilities.
Working capital was $8,228 million at September 30, 2024, a decrease of $435 million from working capital of $8,663 million at December 31, 2023, and a decrease of $151 million from working capital of $8,379 million at September 30, 2023.
Cash and Cash Equivalents - Cash and cash equivalents were $2,836 million at September 30, 2024, an increase of $234 million from $2,602 million at December 31, 2023, and an increase of $663 million from $2,173 million at September 30, 2023. Cash balances are managed in accordance with our investment policy, the objectives of which are to preserve the principal value of our cash assets, maintain a high degree of liquidity, and deliver competitive returns subject to prevailing market conditions. Cash balances are typically invested in short-term deposits, money market funds, and commercial paper programs with highly-rated institutions and in U.S. government securities. Please refer to the Cash Flows section of this report, below, for details regarding the primary factors giving rise to the change in Cash and cash equivalents during the nine months ended September 30, 2024.
Trade accounts receivable, net - Trade accounts receivable, net were $2,100 million at September 30, 2024, a decrease of $492 million from $2,592 million at December 31, 2023, and a decrease of $409 million from $2,509 million at September 30, 2023. The decrease from December 31, 2023 and September 30, 2023, was primarily due to decreased Net sales in the current period driven by factors described in the Segment Overview & Results of Operations above.
Inventories - Inventories were $7,465 million at September 30, 2024, an increase of $360 million from $7,105 million at December 31, 2023, and a decrease of $83 million from $7,548 million at September 30, 2023. The increase from December 31, 2023 was primarily due to increased volumes in conjunction with the timing of the South American harvest, partially offset by certain lower average commodity prices, including soybeans, while inventories remained consistent from September 30, 2023.
RMI comprise agricultural commodity inventories, such as soybeans, soybean meal, soybean oil, palm oil, corn, and wheat that are readily convertible to cash because of their commodity characteristics, widely available markets and international pricing mechanisms. Total RMI reported at fair value was $6,195 million, $5,837 million, and $6,172 million
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at September 30, 2024, December 31, 2023, and September 30, 2023, respectively (see Note 5 - Inventories to our condensed consolidated financial statements).
Other current assets - Other current assets were $3,518 million at September 30, 2024, a decrease of $533 million from $4,051 million at December 31, 2023, and a decrease of $876 million from $4,394 million at September 30, 2023. The decrease from December 31, 2023 and September 30, 2023, was primarily due to significantly lower unrealized gains on derivative contracts at fair value as well as a decrease in secured advances to suppliers as market conditions in Brazil have lead to a reduction in new advances in the current period. The decrease from December 31, 2023 was partially offset by an increase in margin deposits in the current period.
Short-term debt - Short-term debt, including the Current portion of long-term debt, was $1,418 million at September 30, 2024, an increase of $616 million from $802 million at December 31, 2023, and an increase of $203 million from $1,215 million at September 30, 2023. The higher short-term debt levels at September 30, 2024 compared to December 31, 2023 and September 30, 2023, were due to an increase in the Current portion of long-term debt associated with our 1.63% Senior Notes, due 2025, partially offset by lower borrowings by Bunge operating companies on local bank lines of credit.
Trade accounts payable - Trade accounts payable were $3,211 million at September 30, 2024, a decrease of $453 million from $3,664 million at December 31, 2023, and a decrease of $764 million from $3,975 million at September 30, 2023. The decrease from December 31, 2023 was primarily due to certain lower average commodity prices, including soybeans and timing of payments. The decrease from September 30, 2023 was primarily due to timing of payments.
Other current liabilities - Other current liabilities were $2,774 million at September 30, 2024, a decrease of $139 million from $2,913 million at December 31, 2023, and an increase of $36 million from $2,738 million at September 30, 2023. The decrease from December 31, 2023, was primarily due to a decrease in advances on sales and income tax payable, partially offset by a $103 million refundable deposit received in relation to the sale of BP Bunge Bioenergia (see Note 2 - Acquisitions and Dispositions for further details) and higher accrued dividends (see Note 17 - Equity for further details). The slight increase from September 30, 2023, was primarily due to a refundable deposit received in relation to the sale of BP Bunge Bioenergia, as discussed above, higher accrued dividends, and an increase in income tax payable, partially offset by lower unrealized losses on derivative contracts and a decrease in advances on sales.
Debt
As highlighted in Note 13 - Debt and discussed further below, we utilize a variety of debt financing structures to maintain financial flexibility to meet our various financial objectives.
Revolving Credit Facilities — At September 30, 2024, we had $5,665 million unused and available committed borrowing capacity, comprised of committed revolving credit facilities. The following table summarizes these facilities as of the periods presented:
| (US$ in millions) | Committed Capacity | Incremental Commitments(2) | Borrowings Outstanding | |||||||||||||||||||||||||||||
Revolving Credit Facilities(1) | Maturities | September 30, 2024 | September 30, 2024 | December 31, 2023 | ||||||||||||||||||||||||||||
$1.1 Billion 364-day Revolving Credit Agreement (3) | 2025 | $ | 1,100 | $ | — | $ | — | $ | — | |||||||||||||||||||||||
$3.2 Billion 5-year Revolving Credit Agreement (3) | 2029 | 1,950 | 1,250 | — | — | |||||||||||||||||||||||||||
$3.5 Billion 3-year Revolving Facility Agreement (3) | 2026 | 1,750 | 1,750 | — | — | |||||||||||||||||||||||||||
| $865 Million 5-year Revolving Credit Agreement | 2026 | 865 | — | — | — | |||||||||||||||||||||||||||
| Total Revolving Credit Facilities | $ | 5,665 | $ | 3,000 | $ | — | $ | — | ||||||||||||||||||||||||
(1)The short-term credit ratings of the commercial paper program require Bunge to keep same day unused committed borrowing capacity under its long-term committed credit facilities in an amount greater or equal to the amount of commercial paper issued and outstanding.
(2)Incremental commitments are available to be drawn on and after the date Bunge completes its acquisition of Viterra, subject to the satisfaction of certain conditions.
(3)See Note 13 - Debt for a description of current period activity related to these facilities.
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Short and long-term debt —
| As of | |||||||||||||||||
| US$ in millions | September 30, 2024 | September 30, 2023 | December 31, 2023 | ||||||||||||||
| Short-term debt | $ | 755 | $ | 914 | $ | 797 | |||||||||||
| Long-term debt, including current portion | 5,440 | 4,268 | 4,085 | ||||||||||||||
| Total debt | $ | 6,195 | $ | 5,182 | $ | 4,882 | |||||||||||
Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | Year Ended December 31, 2023 | |||||||||||||||
| Average total debt outstanding | $ | 5,267 | $ | 5,323 | $ | 5,293 | |||||||||||
Our total debt was $6,195 million at September 30, 2024, an increase of $1,313 million from $4,882 million at December 31, 2023, and an increase of $1,013 million from $5,182 million at September 30, 2023. The higher total debt levels at September 30, 2024 compared to December 31, 2023 and September 30, 2023 were primarily due to an increase in Long-term debt, including current portion, resulting from the issuance of three tranches of unsecured senior notes ("Senior Notes") for an aggregate principal amount of $2.0 billion partially offset by the prepayment of the $750 million 3-year term loan agreement due in 2025. See Note 13 - Debt for further information.
The following table summarizes additional information on our short-term debt at September 30, 2024.
| (US$ in millions) | Outstanding Balance at September 30, 2024 | Weighted Average Interest Rate at September 30, 2024 | Highest Month-End Balance Outstanding During Quarter Ended September 30, 2024 | Average Balance During Quarter Ended September 30, 2024 | Weighted Average Interest Rate During Quarter Ended September 30, 2024 | |||||||||||||||||||||||||||
Bank borrowings (1) | $ | 755 | 13.28 | % | $ | 903 | $ | 877 | 13.52 | % | ||||||||||||||||||||||
| Commercial paper | — | — | % | 420 | 105 | 5.48 | % | |||||||||||||||||||||||||
| Total | $ | 755 | $ | 982 | ||||||||||||||||||||||||||||
(1) Includes $307 million of local currency bank borrowings in certain European, South American, and Asia-Pacific countries at a weighted average interest rate of 23.42% as of September 30, 2024.
From time to time, through our financing subsidiaries, we enter into bilateral short-term credit lines as necessary. At September 30, 2024, there were no borrowings outstanding under these bilateral short-term credit lines.
In addition, Bunge's operating companies had $755 million and $797 million in short-term borrowings outstanding from local bank lines of credit at September 30, 2024, and December 31, 2023, respectively, to support working capital requirements.
As described in Note 2 - Acquisitions and Dispositions, we secured a total of $8.0 billion in acquisition debt financing ("Acquisition Financing"). On September 17, 2024, we completed the sale and issuance of three tranches of Senior Notes for an aggregate principal amount of $2.0 billion. See Note 13 - Debt for further information. As a result of the Senior Notes issuance, and in accordance with its terms, the Acquisition Financing commitment was reduced by $2.0 billion to $6.0 billion at September 30, 2024. Bunge intends to use a portion of the proceeds from the Acquisition Financing and Senior Notes issuance to fund a portion of the cash consideration for Bunge's Acquisition of Viterra and to repay a portion of certain Viterra debt to be assumed in connection with the Acquisition, including, in each case, related fees and expenses, and, with any remaining amounts, for general corporate purposes.
Also, in the third quarter of 2024, Bunge's wholly-owned subsidiary, Bunge Limited Finance Corp. ("BLFC"), commenced offers ( the "US Exchange Offers") to exchange all outstanding notes of certain series issued by Viterra Finance B.V. ("VFBV") and guaranteed by Viterra and Viterra B.V., for up to $1.95 billion aggregate principal amount of new notes issued by BLFC and guaranteed by Bunge. In addition, in the third quarter of 2024, Viterra commenced a consent solicitation (the "European Consent Solicitation") to amend the indenture governing VFBV's outstanding 500 million Euro aggregate principal amount of 0.375% senior unsecured notes due 2025 and outstanding 700 million Euro aggregate principal amount of 1.000% senior unsecured notes due 2028 to, among other things, substitute the issuer and guarantors of such notes with Bunge Finance Europe B.V. ("BFE"), a wholly owned finance subsidiary of Bunge, as issuer, and Bunge as guarantor. See Note 13 - Debt for further information.
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The US Exchange Offers and European Consent Solicitation are conditioned among other things, upon the consummation of the Acquisition. This Form 10-Q is not intended to and does not constitute an offer to sell or purchase, or the solicitation of an offer to sell or purchase, or the solicitation of any vote of approval or the solicitation of tenders or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Registered Senior Notes — BLFC, a wholly owned finance subsidiary of Bunge, had the following outstanding debt securities (collectively referred to as the "BLFC Notes") registered under the requirements of the Securities Act of 1933, as amended, at September 30, 2024.
| (US$ in millions) | Aggregate Principal Amount Outstanding | Balance Outstanding | ||||||||||||
1.63% Senior Notes due 2025 | $ | 600 | $ | 599 | ||||||||||
3.25% Senior Notes due 2026 | 700 | 699 | ||||||||||||
3.75% Senior Notes due 2027 | 600 | 598 | ||||||||||||
4.10% Senior Notes due 2028 | 400 | 397 | ||||||||||||
4.20% Senior Notes due 2029 | 800 | 792 | ||||||||||||
2.75% Senior Notes due 2031 | 1,000 | 992 | ||||||||||||
4.65% Senior Notes due 2034 | 800 | 790 | ||||||||||||
Bunge unconditionally guarantees BLFC's obligations with respect to the BLFC Notes. Bunge's guarantees are unsecured and unsubordinated obligations of Bunge and rank equally with all other unsecured and unsubordinated obligations of Bunge. The guarantees provide that in the event of a default in payment of principal of, or interest on, BLFC Notes of a particular series, the holder of such series of senior debt securities may institute legal proceedings directly against Bunge to enforce the applicable guarantee without first proceeding against BLFC.
As a holding company, Bunge is dependent upon dividends, loans, or advances or other intercompany transfers of funds from its subsidiaries to meet its obligations, including its obligations under the guarantee. The ability of certain of its subsidiaries to pay dividends and make other payments to Bunge may be restricted by, among other things, applicable laws, as well as agreements to which those subsidiaries may be party. Therefore, the ability of Bunge to make payments with respect to the guarantee may be limited. The BLFC Notes effectively rank junior to all liabilities of Bunge's subsidiaries (other than BLFC). In the event of a bankruptcy, liquidation, or dissolution of a subsidiary (other than BLFC) and following payment of its liabilities, the subsidiary may not have sufficient assets remaining to make payments to Bunge as a shareholder or otherwise.
Credit Ratings — Bunge’s debt ratings and outlook by major credit rating agencies at September 30, 2024, were as follows:
Short-term Debt (1) | Long-term Debt | Outlook | ||||||||||||||||||
| Standard & Poor’s | A-2 | BBB+ | CreditWatch Positive | |||||||||||||||||
| Moody’s | P-2 | Baa1 | Stable | |||||||||||||||||
Fitch | F-2 | BBB+ | Stable | |||||||||||||||||
(1) Short-term debt rating applies only to the commercial paper program with BLFC as the issuer.
Following the announcement of the Acquisition and the related financing activity described above, all three rating agencies reviewed our credit ratings and published updated credit opinions on us, reflecting their views of the credit profile of the Company both on a current standalone basis, and a pro-forma at closing basis. As well as with the issuance of Bunge Senior Notes in the third quarter of 2024, Standard & Poor's, Moody’s and Fitch have taken the following actions:
•Standard & Poor's upgraded Bunge’s long-term debt credit rating to BBB+ on June 13, 2023 and further placed the outlook on CreditWatch Positive for an upgrade to A- on September 9, 2024;
•Standard & Poor's also assigned a preliminary A- issue-level rating to Bunge's newly issued $2 billion Senior Notes on September 10, 2024;
•Moody’s upgraded Bunge’s long-term debt credit rating to Baa1 on August 1, 2024 with stable outlook; and
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•Fitch upgraded Bunge’s long-term debt credit rating to BBB+ on September 5, 2024 with stable outlook.
We expect Standard and Poor's to resolve their CreditWatch Positive status at or before the closing date of the Acquisition, based on a variety of factors including but not limited to our operating performance, our financial position and high certainty that the Acquisition will close.
Our debt agreements do not have any credit rating downgrade triggers that would accelerate maturity of our debt. However, credit rating downgrades would increase borrowing costs under our syndicated credit facilities (a credit rating upgrade, on the other hand, would reduce our borrowing cost) and, depending on their severity, could impede our ability to obtain credit facilities or access the capital markets in the future on competitive terms. A significant increase in our borrowing costs could impair our ability to compete effectively in our business relative to competitors with higher credit ratings.
Our credit facilities and certain senior notes require us to comply with specified financial covenants including minimum current ratio, maximum debt to capitalization ratio and limitations on secured indebtedness. We were in compliance with these covenants as of September 30, 2024.
Equity
Total equity is set forth in the following table:
| (US$ in millions) | September 30, 2024 | December 31, 2023 | ||||||||||||
| Equity: | ||||||||||||||
| Registered shares | $ | 1 | $ | 1 | ||||||||||
| Additional paid-in capital | 5,881 | 5,900 | ||||||||||||
| Retained earnings | 12,231 | 12,077 | ||||||||||||
| Accumulated other comprehensive income (loss) | (6,354) | (6,054) | ||||||||||||
| Treasury shares, at cost | (1,624) | (1,073) | ||||||||||||
| Total Bunge shareholders’ equity | 10,135 | 10,851 | ||||||||||||
| Noncontrolling interest | 1,021 | 963 | ||||||||||||
| Total equity | $ | 11,156 | $ | 11,814 | ||||||||||
Total Bunge shareholders’ equity was $10,135 million at September 30, 2024, compared to $10,851 million at December 31, 2023, a decrease of $716 million. The decrease was primarily due to $600 million in repurchases of registered shares, $300 million of loss in Other comprehensive income (loss), and $380 million of declared dividends to shareholders, as described in Note 17 - Equity, partially offset by $535 million of Net income (loss) attributable to Bunge.
Share repurchase program - As noted in Note 2 - Acquisitions and Dispositions, on June 12, 2023, Bunge Limited's Board of Directors approved the expansion of an existing $500 million program for the repurchase of Bunge’s issued and outstanding shares. At the time, approximately $300 million of capacity for the repurchase of Bunge shares remained available under the existing program and Bunge Limited's Board of Directors approved the expansion of the program by an additional $1.7 billion, for an aggregate unutilized capacity of $2.0 billion at June 12, 2023. The program continues to have an indefinite term. During the three months ended September 30, 2024, Bunge repurchased 2,063,956 shares for $200 million and during the nine months ended September 30, 2024, Bunge repurchased 6,440,930 shares for $600 million. As of September 30, 2024, 13,957,906 shares were repurchased for $1.4 billion and $800 million remained outstanding for repurchases under the program.
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Cash Flows
| Nine Months Ended September 30, | ||||||||||||||
| (US$ in millions) | 2024 | 2023 | ||||||||||||
| Cash provided by (used for) operating activities | $ | 847 | $ | 1,860 | ||||||||||
| Cash provided by (used for) investing activities | (957) | (646) | ||||||||||||
| Cash provided by (used for) financing activities | 376 | (213) | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | — | 40 | ||||||||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | $ | 266 | $ | 1,041 | ||||||||||
Our cash flows from operations vary depending on, among other items, the market prices and timing of purchases and sales of our inventories. Generally, during periods when commodity prices are rising, our Agribusiness operations require increased use of cash to support working capital to acquire inventories and fund daily settlement requirements on exchange traded futures that we use to minimize price risk related to purchases and sales of our inventories.
During the nine months ended September 30, 2024, our cash and cash equivalents and restricted cash increased by $266 million, compared to an increase of $1,041 million during the nine months ended September 30, 2023, as further explained below.
Operating: Cash provided by operating activities was $847 million for the nine months ended September 30, 2024, a decrease of $1,013 million, compared to cash provided by operating activities of $1,860 million for the nine months ended September 30, 2023. The decrease was primarily driven by lower reported net income during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.
Certain of our non-U.S. operating subsidiaries are primarily funded with U.S. dollar-denominated debt, while currency risk is hedged with U.S. dollar-denominated assets. The functional currency of our operating subsidiaries is generally the local currency. The financial statements of our subsidiaries are calculated in the functional currency, and when the local currency is the functional currency, translated into U.S. dollars. U.S. dollar-denominated loans are remeasured into their respective functional currencies at exchange rates at the applicable balance sheet date. Also, certain of our U.S. dollar functional operating subsidiaries outside the U.S. are partially funded with local currency borrowings, while the currency risk is hedged with local currency denominated assets. Local currency loans in U.S. dollar functional currency subsidiaries outside the U.S. are remeasured into U.S. dollars at the exchange rate on the applicable balance sheet date. The resulting gain or loss is included in our condensed consolidated statements of income as Foreign exchange (losses) gains – net. For the nine months ended September 30, 2024, we recorded a foreign currency loss on our debt of $39 million, and for the nine months ended September 30, 2023, we recorded a foreign currency gain on our debt of $151 million, which were included as adjustments to reconcile Net income to Cash provided by (used for) operating activities in the line item Foreign exchange (gain) loss on net debt in our condensed consolidated statements of cash flows. These adjustments are required as the gains and losses are non-cash items that arise from financing activities and therefore will have no impact on cash flows from operations.
Investing: Cash used for investing activities was $957 million for the nine months ended September 30, 2024, a decrease of $311 million, compared to cash used for investing activities of $646 million for the nine months ended September 30, 2023. The decrease was primarily due to lower proceeds from the disposal of businesses and property, plant and equipment during the nine months ended September 30, 2024, as compared to proceeds received on the sale of our Russian oilseed business during the nine months ended September 30, 2023, in addition to higher net payments for investments and higher spend on capital expenditures. These uses of cash were partially offset by higher net proceeds from investments in affiliates related to prior year investments in South America and the refundable deposit received in the current period for the sale of BP Bunge Bioenergia as further explained in Note 2 - Acquisitions and Dispositions.
Financing: Cash provided by financing activities was $376 million for the nine months ended September 30, 2024, an increase of $589 million, compared to cash used for financing activities of $213 million for the nine months ended September 30, 2023. During the nine months ended September 30, 2024, we received net cash proceeds of short and long-term debt of $1,278 million, primarily from the issuance of three tranches of Senior Notes for an aggregate principal amount of $2.0 billion, partially offset by the prepayment of a $750 million term loan, as described above, repurchased $600 million of registered shares and paid $287 million in dividends to shareholders. During the nine months ended September 30, 2023, we received net cash proceeds of short and long-term debt of $537 million, primarily from draws on long-term loans offset
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by the repayment of senior notes, repurchased $466 million of common shares and paid $287 million of dividends to shareholders.
Off-Balance Sheet Arrangements
Please refer to Note 15 - Commitments and Contingencies to our condensed consolidated financial statements for details concerning our off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.
Dividends
We paid a regular quarterly cash dividend distribution of $0.68 per share on September 2, 2024, to shareholders of record on August 19, 2024. On May 15, 2024, shareholders of Bunge Global SA approved a cash dividend distribution in the amount of $2.72 per share, payable in four equal quarterly installments of $0.68 per share beginning in the second quarter of fiscal year 2024 and ending in the first quarter of fiscal year 2025.
Critical Accounting Policies and Estimates
Critical accounting policies are defined as those policies that are significant to our financial condition and results of operations and require management to exercise significant judgment. For a complete discussion of our accounting policies, see Note 1 to our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 22, 2024. For recent accounting pronouncements refer to Note 1 - Basis of Presentation, Principles of Consolidation, And Significant Accounting Policies, to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Risk Management
As a result of our global activities, we are exposed to changes in, among other things, agricultural commodity prices, transportation costs, foreign currency exchange rates, interest rates, energy costs, and inflationary pressures, which may affect our results of operations and financial position. We actively monitor and manage these various market risks associated with our business activities. Our risk management decisions take place in various locations, but exposure limits are centrally set and monitored, operating under a global governance framework. Additionally, our Board of Directors' Enterprise Risk Management Committee and our internal Management Risk Committee oversee our global market risk governance framework, including risk management policies and limits.
We use derivative instruments for the purpose of managing the exposures associated with commodity prices, transportation costs, foreign currency exchange rates, interest rates, energy costs, and for positioning our overall portfolio relative to expected market movements in accordance with established policies and procedures. We enter into derivative instruments primarily with commodity exchanges in the case of commodity futures and options and major financial institutions in the case of ocean freight. While these derivative instruments are subject to fluctuations in value, for hedged exposures those fluctuations are generally offset by the changes in the fair value of the underlying exposures. The derivative instruments that we use for hedging purposes are intended to reduce the volatility of our results of operations. However, they can occasionally result in earnings volatility, which may be material. See Note 11- Fair Value Measurements and Note 12 - Derivative Instruments And Hedging Activities to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q for a more detailed discussion of our use of derivative instruments.
Credit and Counterparty Risk
Through our normal business activities, we are subject to significant credit and counterparty risks that arise through commercial sales and purchases, including forward commitments to buy or sell, and through various other over-the-counter ("OTC") derivative instruments that we use to manage risks inherent in our business activities. We define credit and counterparty risk as a potential financial loss due to the failure of a counterparty to honor its obligations. The exposure is measured based upon several factors, including unpaid accounts receivable from counterparties, as well as unrealized gains from forward purchase or sales contracts and OTC derivative instruments. Credit and counterparty risk also includes sovereign credit risk. We actively monitor credit and counterparty risk through regular reviews of exposures and credit analysis by regional credit teams, as well as a review by global and corporate committees that monitor counterparty performance. We record provisions for counterparty losses from time to time as a result of our credit and counterparty analysis.
During periods of tight conditions in global credit markets, downturns in regional or global economic conditions, and/or significant price volatility, credit and counterparty risks are heightened, such as during 2023 when concerns about the financial condition of a number of banking institutions in the United States and globally developed and resulted in government and regulatory intervention. Although our counterparty risk and exposure to these financial institutions has been de minimis, we continue to monitor our exposure to all financial institution counterparties. This increased risk is monitored through, among other things, exposure reporting, increased communication with key counterparties, management reviews, and a specific focus on counterparties or groups of counterparties that we may determine as high risk. We have reduced exposures and associated position limits in certain cases.
Commodities Risk
We operate in many areas of the food industry, from agricultural raw materials to the production and sale of branded food products. As a result, we purchase and produce various materials, many of which are agricultural commodities, including: soybeans, soybean oil, soybean meal, palm oil (from crude to various degrees of refined products), softseeds (including sunflower seed, rapeseed and canola) and related oil and meal derived from them, wheat, barley, shea nut, and corn. Agricultural commodities are subject to price fluctuations due to a number of unpredictable factors, including inflationary pressures, that may create price risk. As described above, we are also subject to the risk of counterparty non-performance under forward purchase and sales contracts. From time to time, we have experienced instances of counterparty non-performance as a result of significant declines in counterparty profitability under these contracts due to movements in commodity prices between the time the contracts were entered into and the contractual forward delivery period.
We enter into various derivative contracts with the primary objective of managing our exposure to adverse price movements in the agricultural commodities used and produced in our business operations. We have established policies that limit the amount of unhedged fixed price agricultural commodity positions permissible for our operating companies, which are generally a combination of volumetric, drawdown, and value-at-risk ("VaR") limits. We measure and review our commodity
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positions on a daily basis. We also employ stress-testing techniques in order to quantify our exposures to price and liquidity risks under non-normal or event driven market conditions.
Our daily net agricultural commodity position consists of inventory, forward purchase and sales contracts, and OTC and exchange-traded derivative instruments, including those used to hedge portions of our production requirements. The fair value of that position is a summation of the fair values of each agricultural commodity, calculated by valuing all of our commodity positions for the period at quoted market prices, where available, or by utilizing a close proxy. VaR is calculated on the net position and monitored at the 95% confidence interval. In addition, scenario analysis and stress testing are performed. For example, one measure of market risk is estimated as the potential loss in fair value resulting from a hypothetical 10% adverse change in prices. The results of this analysis, which may differ from actual results, are as follows:
| Nine Months Ended September 30, 2024 | Year Ended December 31, 2023 | |||||||||||||||||||||||||
| (US$ in millions) | Value | Market Risk | Value | Market Risk | ||||||||||||||||||||||
| Highest daily aggregated position value | $ | 762 | $ | (76) | $ | 459 | $ | (46) | ||||||||||||||||||
| Lowest daily aggregated position value | $ | (407) | $ | (41) | $ | (502) | $ | (50) | ||||||||||||||||||
Ocean Freight Risk
Ocean freight represents a significant portion of our operating costs. The market price for ocean freight varies depending on the supply and demand for ocean vessels, global economic conditions, inflationary pressure, and other factors. We enter into time charter agreements for time on ocean freight vessels based on forecasted requirements for the purpose of transporting agricultural commodities. Our time charter agreements generally have terms ranging from two months to approximately two years. We use financial derivatives, generally freight forward agreements, to hedge portions of our ocean freight costs. The ocean freight derivatives are included in Other current assets and Other current liabilities on the condensed consolidated balance sheets at fair value.
Energy Risk
We purchase various energy commodities such as electricity, natural gas and bunker fuel, which are used to operate our manufacturing facilities and ocean freight vessels. These energy commodities are subject to price risk, including inflationary pressures. We use financial derivatives, including exchange traded and OTC swaps and options for various purposes, to manage our exposure to volatility in energy costs and market prices. These energy derivatives are included in Other current assets and Other current liabilities on the condensed consolidated balance sheets at fair value.
Currency Risk
Our global operations require active participation in foreign exchange markets. Our primary foreign currency exposures are the Brazilian real, Canadian dollar, Euro, and Chinese yuan/renminbi. To reduce the risk arising from foreign exchange rate fluctuations, we enter into derivative instruments, such as foreign currency forward contracts, swaps and options. The changes in market value of such contracts have a high correlation to the price changes in the related currency exposures. The potential loss in fair value of such net currency positions resulting from a hypothetical 10% adverse change in foreign currency exchange rates as of September 30, 2024, was not material.
When determining our exposure, we exclude intercompany loans that are deemed to be permanently invested. Repayments of permanently invested intercompany loans are neither planned nor anticipated in the foreseeable future and are therefore treated analogous to equity for accounting purposes. As a result, the foreign exchange gains and losses on these borrowings are excluded from the determination of Net income (loss) and recorded as a component of Accumulated other comprehensive income (loss) in the condensed consolidated balance sheets. Included in Other comprehensive income (loss) are foreign exchange losses of $53 million for the nine months ended September 30, 2024, and foreign exchange gains of $111 million for the year ended December 31, 2023, related to permanently invested intercompany loans.
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Interest Rate Risk
We have debt in fixed and floating rate instruments. We are exposed to market risk due to changes in interest rates, including inflationary pressures. We may enter into interest rate swap agreements to manage our interest rate exposure related to our debt portfolio.
The aggregate fair value of our short and long-term debt, based on market yields at September 30, 2024, was $6,211 million, with a carrying value of $6,195 million.
A hypothetical 100 basis point increase or decrease in the interest yields on our fixed rate debt and related interest rate swaps at September 30, 2024, would result in a less than 3% change in the fair value of our debt and interest rate swaps.
A hypothetical 100 basis point change in the applicable reference rate, such as SOFR, would result in a change of approximately $41 million in interest expense on our variable rate debt at September 30, 2024. Some of our variable rate debt is denominated in currencies other than in U.S. dollars and is indexed to non-U.S. dollar-based interest rate indices, such as EURIBOR and TLP, and certain benchmark rates in local bank markets. As such, the hypothetical 100 basis point change in interest rate ignores the potential impact of any currency movements. See Part I, “Item 1A. Risk Factors” in our 2023 Annual Report on Form 10-K for a discussion of certain risks related to interest rates.
Inflation Risk
Inflationary factors generally affect us by increasing our labor and overhead costs, as well as costs associated with certain risks identified above, which may adversely affect our results of operations and financial position. We have historically been able to recover the impacts of inflation through sales price increases, however we cannot reasonably estimate our ability to successfully recover any impact of inflation through price increases in the future. Our inability to do so could harm our results of operations and financial position.
Derivative Instruments
Foreign Exchange Derivatives—We use a combination of foreign exchange forward, swap, futures, and options contracts in certain of our operations to mitigate the risk of exchange rate fluctuations in connection with certain commercial and balance sheet exposures. The foreign exchange forward swap and option contracts may be designated as cash flow hedges or fair value hedges. We may also use net investment hedges to partially offset the translation adjustments arising from the remeasurement of our investment in certain of our foreign subsidiaries.
We assess, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedge transactions are highly effective in offsetting changes in the hedged items.
Interest Rate Derivatives—We may enter into interest rate swap agreements for the purpose of managing certain of our interest rate exposures. Interest rate swaps used by us as hedging instruments are recorded at fair value in the condensed consolidated balance sheets with changes in fair value recorded contemporaneously in earnings. Certain of these agreements may be designated as fair value hedges. In such instances, the carrying amount of the associated hedged debt is also adjusted through earnings for changes in fair value arising from changes in benchmark interest rates. We may also enter into interest rate basis swap agreements that do not qualify as hedges for accounting purposes. The impact of changes in fair value of interest rate swap agreements is primarily presented in Interest expense.
Commodity Derivatives—We primarily use derivative instruments to manage our exposure to movements associated with agricultural commodity prices. We generally use exchange-traded futures and options contracts to minimize the effects of changes in the prices of agricultural commodities held as inventories or subject to forward purchase and sales contracts, but may also enter into OTC commodity transactions, including swaps, which are settled in cash at maturity or termination based on exchange-quoted futures prices. Changes in fair values of exchange-traded futures contracts, representing the unrealized gains and/or losses on these instruments, are settled daily, generally through our 100% owned futures clearing subsidiary. Forward purchase and sales contracts are primarily settled through delivery of agricultural commodities. While we consider these exchange-traded futures and forward purchase and sales contracts to be effective economic hedges, we do not designate or account for the majority of our commodity contracts as hedges. Changes in fair values of these contracts and related RMI are included in Cost of goods sold in the condensed consolidated statements of income. The forward contracts require performance of both us and the contract counterparty in future periods. Contracts to purchase agricultural commodities generally relate to current or future crop years for delivery periods quoted by regulated commodity exchanges. Contracts for the sale of agricultural commodities generally do not extend beyond one future crop cycle.
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Ocean Freight Derivatives—We use derivative instruments referred to as freight forward agreements, or FFAs, and FFA options to hedge portions of our current and anticipated ocean freight costs. Changes in the fair values of ocean freight derivatives are recorded in Cost of goods sold.
Energy Derivatives—We use derivative instruments for various purposes, including to manage our exposure to volatility in energy costs and our exposure to market prices related to the sale of biofuels. Our operations use substantial amounts of energy, including natural gas, coal, and fuel oil, including bunker fuel. Changes in the fair values of energy derivatives are recorded in Cost of goods sold.
Other Derivatives—We may also enter into other derivatives, including credit default swaps, carbon emission derivatives, and equity derivatives, to manage our exposure to credit risk and broader macroeconomic risks. The impact of changes in fair value of these instruments is presented in Cost of goods sold.
For more information, see Note 12 - Derivative Instruments And Hedging Activities to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures - Disclosure controls and procedures are the controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the principal executive and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
As of September 30, 2024, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as that term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this Quarterly Report on Form 10-Q.
Internal Control Over Financial Reporting - There have been no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. However, we continue to migrate certain processes from across our operations to shared business service models in order to consolidate back-office functions while standardizing our processes and financial systems globally. These initiatives are not in response to any identified deficiency or weakness in our internal controls over financial reporting. We plan to continue these initiatives in phases over the next several years and, accordingly, we have and will continue to align and streamline the design and operation of our internal controls over financial reporting, as necessary, to accommodate modifications to our business processes and accounting procedures.
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PART II.
INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are involved in litigation and other claims, investigations and proceedings incidental to our business. While the outcome of these matters cannot be predicted with certainty, we believe the outcome of these proceedings, net of established reserves, will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.
For a discussion of certain legal and tax matters see Note 15 - Commitments and Contingencies to our condensed consolidated financial statements included as part of this Quarterly Report on Form 10-Q. Additionally, we are a party to a large number of labor, civil and other claims, primarily relating to our Brazilian operations. We have reserved an aggregate of $48 million and $106 million, for labor and civil claims, respectively, as of September 30, 2024. The labor claims primarily relate to dismissals, severance, health and safety, salary adjustments, and supplementary retirement benefits. The civil claims relate to various legal proceedings and disputes, including disputes with suppliers and customers.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 2023 Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table is a summary of purchases of equity securities during the third quarter of 2024 by Bunge and any of its affiliated purchasers, pursuant to SEC rules.
| Period | Total Number of Shares (or Units) Purchased | Average Price Paid per Share (or Unit) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs(1) | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs(1) | ||||||||||||||||||||||
| July 1, 2024 - July 31, 2024 | — | $ | — | — | $ | 1,000,001,134 | ||||||||||||||||||||
| August 1, 2024 - August 31, 2024 | 2,063,956 | $ | 96.90 | 2,063,956 | $ | 800,001,209 | ||||||||||||||||||||
| September 1, 2024 - September 30, 2024 | — | $ | — | — | $ | 800,001,209 | ||||||||||||||||||||
| Total | 2,063,956 | $ | 96.90 | 2,063,956 | ||||||||||||||||||||||
(1) Program was originally established in October 2021 for the repurchase of up to $500 million issued and outstanding common shares. On June 12, 2023, Bunge Limited's Board approved the expansion of the existing program for the repurchase of Bunge’s issued and outstanding shares. At the time, approximately $300 million of capacity for the repurchase of Bunge Limited shares remained available under the existing program and Bunge Limited's Board approved the expansion of the program by an additional $1.7 billion, for an aggregate unutilized capacity of $2.0 billion at June 12, 2023. The program continues to have an indefinite term. To date under the program, 13,957,906 shares were repurchased for $1.4 billion.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) The Exhibit Index below contains a list of exhibits filed or furnished as part of this Quarterly Report.
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EXHIBIT INDEX
| Indenture, dated September 17, 2024, by and among Bunge Limited Finance Corp., Bunge Global SA and U.S. Bank Trust Company, National Association (incorporated by reference from the Registrant's Form 8-K filed September 17, 2024) | ||||||||
| First Supplemental Indenture, dated September 17, 2024, by and among Bunge Limited Finance Corp., Bunge Global SA and U.S. Bank Trust Company, National Association (including the form of Senior Note). (incorporated by reference from the Registrant's Form 8-K filed September 17, 2024) | ||||||||
| * +++ | Twenty-Sixth Amendment to Receivables Transfer Agreement, dated September 30, 2024, by and among Bunge Securitization B.V., as Seller, Koninklijke Bunge B.V., as Master Servicer and Subordinated Lender, Coöperatieve Rabobank U.A., as Administrative Agent, Committed Purchaser and Purchaser Agent and on behalf of its Conduit Purchaser, Bunge Global SA, as Performance Undertaking Provider, Crédit Agricole Corporate & Investment Bank, as Sustainability Co-ordinator, Bunge Agribusiness Iberica, S.L.U., as New Spanish Originator and the Conduit Purchasers, Committed Purchasers, and Purchaser Agents party thereto | |||||||
| * | Subsidiary Issuers of Guaranteed Securities | |||||||
| * | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 | |||||||
| * | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 | |||||||
| ** | Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 | |||||||
| ** | Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 | |||||||
| 101 SCH | XBRL Taxonomy Extension Schema Document | |||||||
| 101 CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101 LAB | XBRL Taxonomy Extension Labels Linkbase Document | |||||||
| 101 PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 101 DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101 INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
* Filed herewith.
** Furnished herewith.
+++ Certain information contained in this exhibit, marked by [***], has been omitted because it (i) is not material and (ii) is the type of information that the registrant treats as private or confidential.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BUNGE GLOBAL SA | |||||||||||
| Date: October 30, 2024 | By: | /s/ John W. Neppl | |||||||||
| John W. Neppl | |||||||||||
| Executive Vice President, Chief Financial Officer | |||||||||||
| /s/ J. Matt Simmons, Jr. | |||||||||||
| J. Matt Simmons, Jr. | |||||||||||
| Controller and Principal Accounting Officer | |||||||||||
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Exhibit 10.1
Dated September 30, 2024 | ||
(1) BUNGE SECURITIZATION B.V., as Seller (2) KONINKLIJKE BUNGE B.V., as Master Servicer and Subordinated Lender (3) The Conduit Purchasers party hereto (4) The Committed Purchasers party hereto (5) The Purchaser Agents party hereto (6) COÖPERATIEVE RABOBANK U.A., as Administrative Agent, Committed Purchaser and Purchaser Agent and on behalf of its Conduit Purchaser (7) BUNGE GLOBAL SA, as Performance Undertaking Provider (8) CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK, as Sustainability Co-ordinator (9) BUNGE AGRIBUSINESS IBÉRICA, S.L.U., as New Spanish Originator | ||
| TWENTY-SIXTH AMENDMENT TO THE RECEIVABLES TRANSFER AGREEMENT | ||
CONTENTS
Clause Page
1. Definitions and Interpretation 2
2. Amendment of the Receivables Transfer Agreement 2
3. Assignment of the Subject Sold Receivables; Servicing of Retained BISA Receivables 3
4. Representations 5
5. Spanish Receivables Purchase Agreement 5
6. Continuance 5
7. Further Assurance 5
8. Conditions Precedent 5
9. Reaffirmation of Performance Undertaking 8
10. Transparency Requirements for Originators 8
11. Notices, Etc. 9
12. Execution in Counterparts 9
13. Governing Law; Submission to Jurisdiction 9
14. No Proceeding; Limited Recourse 10
Exhibits
EXHIBIT A Schedule 2 (Address and Notice Information)
EXHIBIT B Schedule 5 (Facility Amounts and Facility Account Banks)
EXHIBIT C Schedule 9 (Excluded Obligors)
Schedules
SCHEDULE 1 Subject Receivables
SCHEDULE 2 Purchase Price
SCHEDULE 2 Purchase Price
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THIS TWENTY-SIXTH AMENDMENT TO THE RECEIVABLES TRANSFER AGREEMENT (this “Amendment”) is dated September 30, 2024 and made among:
(1) BUNGE SECURITIZATION B.V., a private limited liability company incorporated under the laws of the Netherlands, registered with the Dutch trade register under number 52234037, as Seller (the “Seller”);
(2) KONINKLIJKE BUNGE B.V., a private limited liability company incorporated under the laws of the Netherlands, registered with the Dutch trade register under number 24020546, as Master Servicer (the “Master Servicer”) and Subordinated Lender (the “Subordinated Lender”);
(3) the Conduit Purchasers party hereto (the “Conduit Purchasers”);
(4) the Committed Purchasers party hereto (the “Committed Purchasers”);
(5) the Purchaser Agents party hereto (the “Purchaser Agents”);
(6) COÖPERATIEVE RABOBANK U.A. (“Rabobank”), as Administrative Agent (the “Administrative Agent”), Committed Purchaser and Purchaser Agent;
(7) BUNGE GLOBAL SA, a corporation incorporated under the laws of Switzerland, as Performance Undertaking Provider (the “Performance Undertaking Provider”);
(8) CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK, as Sustainability Co-ordinator; and
(9) BUNGE AGRIBUSINESS IBÉRICA, S.L.U., a private limited liability company (sociedad de responsabilidad limitada) incorporated in accordance with the laws of the Kingdom of Spain (the “New Spanish Originator”),
collectively referred to as the “Parties” and each of them a “Party”.
BACKGROUND:
(A) This Amendment is supplemental to and amends the receivables transfer agreement dated June 1, 2011 (as amended and restated on December 18, 2023, and as further amended on May 21, 2024) made among certain of the Parties to this Amendment (the “Receivables Transfer Agreement”).
(B) Pursuant to the terms of the Spanish RPA, Bunge Iberica, S.A.U. (“BISA”) and Biodiesel Bilbao, S.L.U. (“Bilbao”; collectively, BISA and Bilbao shall be referred to as the “Exiting Spanish Originators” and, individually, as an “Exiting Spanish Originator”) have each delivered a notice to the Seller and the Administrative Agent to irrevocably terminate their right to sell Receivables to the Buyer pursuant to the Spanish RPA, and as of the Twenty-Sixth Amendment Effective Date (as defined below), the Exiting Spanish Originators shall no longer be Spanish Originators. As of the Twenty-Sixth Amendment
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Effective Date, the New Spanish Originator shall join the Spanish RPA as a “Seller” thereunder.
(C) The Exiting Spanish Originators have previously sold the Receivables identified on Schedule 1 (Subject Receivables) hereto (the “Subject Receivables”) to the Seller pursuant to the terms of the Spanish RPA, which consist of Unsold Receivables and Sold Receivables (such Subject Receivables that became Sold Receivables, the “Subject Sold Receivables”).
(D) On the Twenty-Sixth Amendment Effective Date, (i) subject to the conditions set forth in this Amendment, the Purchasers will sell, transfer and assign the Subject Sold Receivables to the Seller and (ii) subject to the conditions set forth in the Exiting Spanish Originators Assignments of Repurchased Receivables (as defined below), the Seller will sell, transfer and assign the Subject Receivables to the Exiting Spanish Originator that was the Spanish Originator in respect of each such Subject Receivable. BISA originated certain Unsold Receivables and Sold Receivables that will not be sold, transferred and assigned to the Seller pursuant to this Amendment or sold, transferred and assigned to BISA pursuant to the Exiting Spanish Originator Assignment Agreement (such receivables, the “Retained BISA Receivables”), and the Contracts giving rise to such Retained BISA Receivables will be assigned and transferred by BISA to the New Spanish Originator pursuant to an Assignment and Assumption Agreement, dated as of the date hereof, between BISA and the New Spanish Originator (the “BISA Sale Contract Assignment and Assumption Agreement”).
(E) The Parties have agreed to further amend the Receivables Transfer Agreement on the terms set out below.
(F) This Amendment is a Transaction Document as defined in the Receivables Transfer Agreement.
IT IS AGREED that:
1. DEFINITIONS AND INTERPRETATION
Unless otherwise defined herein, capitalized terms which are used herein shall have the meanings assigned to such terms in Section 1.1 (Certain defined terms) of the Receivables Transfer Agreement. The principles of interpretation set forth in Section 1.2 (Other terms) and Section 1.3 (Computation of time periods) of the Receivables Transfer Agreement shall apply to this Amendment as if fully set forth herein.
2. AMENDMENT OF THE RECEIVABLES TRANSFER AGREEMENT
With effect from the Twenty-Sixth Amendment Effective Date (as such term is defined in Section 8 (Conditions Precedent)), the Receivables Transfer Agreement shall be amended as set forth herein:
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(a) Schedule 2 (Address and Notice Information) shall be deleted and replaced with Exhibit A hereto.
(b) Schedule 5 (Facility Accounts and Facility Account Banks) shall be deleted and replaced with Exhibit B hereto.
(c) Schedule 9 (Excluded Obligors) shall be deleted and replaced with Exhibit C hereto.
3. ASSIGNMENT OF THE SUBJECT SOLD RECEIVABLES; SERVICING OF RETAINED BISA RECEIVABLES
(a) On the Twenty-Sixth Amendment Effective Date and without any further action or consent by the Purchasers or the Seller, the Purchasers hereby agree to sell, transfer and assign and hereby sell, transfer and assign to the Seller, and the Seller hereby agrees to purchase and accept the transfer and assignment of and hereby purchases and assumes, all the Purchasers’ respective right, title and interest in, to and under the Subject Sold Receivables, together with all Related Security with respect thereto; provided, however, that for the avoidance of doubt, the Subject Sold Receivables and Related Security with respect thereto shall not include (i) any Related Security to the extent relating to any Receivable that is not a Subject Sold Receivable or (ii) any Collections or other proceeds received in respect of any Subject Sold Receivables or Related Security with respect thereto prior to the Twenty-Sixth Amendment Effective Date.
(b) It is the intention of the Parties hereto that the sale, transfer and assignment of the Subject Sold Receivables (to the extent these are governed by Spanish law) pursuant to this Amendment shall be treated as a purchase by the Seller and a sale by the applicable Purchaser of such Subject Sold Receivables with respect thereto, which sales are absolute and irrevocable and provide the Seller with the full benefits of ownership of such Subject Sold Receivables in accordance with articles 347 and 348 of the Spanish Commercial Code and articles 609 and 1,254 to 1,280 of the Spanish Civil Code. Each sale of the Subject Sold Receivables hereunder is made without recourse to the applicable Purchaser.
(c) Each Purchaser agrees that it will promptly execute and deliver all further instruments and documents, and take all further actions that the Seller may reasonably request, in order to perfect, protect or more fully evidence the purchase of, or ownership by, the Seller of the Subject Sold Receivables from the Twenty-Sixth Amendment Effective Date onwards (any such documentation required being at the cost of the Seller), provided always that a failure by such Purchaser to do so shall not affect the validity or enforceability of the purchase of, or ownership by, the Seller of the Subject Sold Receivables. In view of the intention of the Parties hereto that the purchases of Subject Sold Receivables made hereunder shall constitute a sale of such Subject Sold Receivables (cesión plena). For such purpose, the Purchasers and the Seller shall formalize this
3
Amendment as a Spanish notarial document (either an escritura notarial or a póliza intervenida) on the Twenty-Sixth Amendment Effective Date so that the Subject Sold Receivables shall be deemed assigned in full (cesión plena con efectos frente a terceros) by the Purchasers to the Seller in accordance with Sections 1,218, 1,526 and 1,462 of the Spanish Civil Code.
(d) In consideration for the sale, transfer and assignment of the Subject Sold Receivables on the Twenty-Sixth Amendment Effective Date, the Seller shall pay to the Administrative Agent (for the benefit of the Purchasers) the purchase price set forth on Schedule 2 (Purchase Price) (the “Purchase Price”) on the first Settlement Date following the Twenty-Sixth Amendment Effective Date; provided, however, that the Purchase Price shall be deemed to be paid in full to the Administrative Agent (for the benefit of the Purchasers) on such Settlement Date if the Aggregate Invested Amount is less than or equal to the lesser of (x) the Facility Limit and (y) the Funding Base as determined by reference to the Portfolio Report delivered under the Servicing Agreement on the Reporting Date immediately preceding such Settlement Date (without including the Subject Receivables) after Collections have been distributed on such Settlement Date in accordance with Section 2.6 (Collections prior to Facility Termination Date) or Section 2.7 (Collections after Facility Termination Date) of the Receivables Transfer Agreement, as applicable.
(e) By executing this Amendment, (i) the Administrative Agent and each Purchaser each hereby acknowledge and consent to the sales, transfers and assignments of the Subject Sold Receivables and the Related Security with respect thereto contemplated in this Section 3 and (ii) upon satisfaction of the conditions precedent set forth in Section 8 (Conditions Precedent), the Administrative Agent (for the benefit of the Purchasers) hereby releases all of its Adverse Claims in and to the Subject Receivables and the Related Security with respect thereto, and any Adverse Claims granted to the Administrative Agent or the Purchasers in such Subject Receivables and the Related Security with respect thereto. Each of the Administrative Agent, the Purchasers and the Seller hereby agrees that (A) the term “Sold Receivable” as used in the Receivables Transfer Agreement and the other Transaction Documents shall no longer include any Subject Receivables and (B) the term “Related Security” and “Collections” as used in the Receivables Transfer Agreement and the other Transaction Documents shall no longer include any Related Security or Collections related to the Subject Receivables or other proceeds received with respect thereto after the Twenty-Sixth Amendment Effective Date.
(f) Notwithstanding any provision to the contrary in the Receivables Transfer Agreement or any other Transaction Documents, the Master Servicer and the New Spanish Originator in its capacity as a Sub-Servicer, hereby agree to transfer, or to cause to be transferred, all Collections deposited into a BISA deposit account or otherwise received by BISA on and after the Twenty-Sixth Amendment Effective
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Date with respect to the Retained BISA Receivables (the “Retained BISA Receivables Collections”) to a Spanish Collection Account on the final Business Day of each week (commencing with the week immediately following the Twenty-Sixth Amendment Effective Date) until the Outstanding Balance of each Retained BISA Receivable is equal to zero (or any such Retained BISA Receivable has been identified by the Master Servicer or the New Spanish Originator as uncollectable in accordance with the applicable Credit and Collection Policies, or which, in accordance with the applicable Credit and Collection Policies, has been or should have been written off as uncollectable).
4. REPRESENTATIONS
Each of the Seller, the Master Servicer and the Performance Undertaking Provider represents and warrants to the other Parties hereto that, after giving effect to this Amendment, each of its representations and warranties set forth in the Receivables Transfer Agreement, as such representations and warranties apply to such Person, is true and correct in all material respects on and as of the Twenty-Sixth Amendment Effective Date as though made on and as of such date except for representations and warranties stated to refer to a specific earlier date, in which case such representations and warranties are true and correct as of such earlier date.
5. SPANISH RECEIVABLES PURCHASE AGREEMENT
The Parties hereby consent to the amendment and restatement of the Spanish RPA.
6. CONTINUANCE
The Parties hereby confirm that the provisions of the Receivables Transfer Agreement and the other Transaction Documents shall continue in full force and effect, subject only to the amendments effected thereto by this Amendment.
7. FURTHER ASSURANCE
The Parties shall, upon request of the Administrative Agent, and at the cost of the Seller, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected by this Amendment. Each of the Parties thereto hereby ratifies and confirms each of the Transaction Documents to which it is a party.
8. CONDITIONS PRECEDENT
This Amendment shall become effective as of 12:01 a.m. (New York City time) on October 1, 2024 upon the notice from the Administrative Agent to the Seller and Purchasers that the Administrative Agent has received, in each case in form and substance satisfactory to the Administrative Agent, the following, duly executed by all parties thereto (the “Twenty-Sixth Amendment Effective Date”); provided, that the
5
Administrative Agent may, acting on the instructions of the Purchasers, waive any of the following conditions precedent:
(a) this Amendment;
(b) the Joinder Agreement to Servicing Agreement, dated on or about the date hereof, between the Master Servicer and the New Spanish Originator;
(c) the Second Amended and Restated Spanish Receivables Purchase Agreement, dated on or about the date hereof, among the New Spanish Originator, the Seller Agent, the Seller and the Administrative Agent, formalized as a Spanish notarial deed (escritura pública);
(d) a notice from the Exiting Spanish Originators to the Seller and the Administrative Agent, dated on a date at least ten (10) Business Days prior to the date hereof, irrevocably terminating the Exiting Spanish Originators’ right to sell Receivables to the Seller pursuant to the Spanish RPA;
(e) an Assignment of Repurchased Receivables, dated on or about the date hereof, among BISA, the Seller Agent and the Seller (the “BISA Assignment of Repurchased Receivables”), pursuant to which the Subject Receivables for which BISA was the Spanish Originator shall be sold, transferred and assigned by the Seller to BISA, formalized as a Spanish notarial deed (escritura pública);
(f) an Assignment of Repurchased Receivables, dated on or about the date hereof, among Bilbao, the Seller Agent and the Seller (the “Bilbao Assignment of Repurchased Receivables”; the BISA Assignment of Repurchased Receivables and the Bilbao Assignment of Repurchased Receivables shall each be referred to collectively as the “Exiting Spanish Originators Assignments of Repurchased Receivables” and, individually, as an “Exiting Spanish Originator Assignment of Repurchased Receivables”), pursuant to which the Subject Receivables shall be sold, transferred and assigned by the Seller to the applicable Exiting Spanish Originator, formalized as a Spanish notarial deed (escritura pública);
(g) an Assignment and Assumption Agreement, dated on or about the date hereof, among BISA, the New Spanish Originator, the Master Servicer and the Seller, pursuant to which BISA assigns certain servicing and repurchase obligations to the New Spanish Originator;
(h) the BISA Sale Contract Assignment and Assumption Agreement;
(i) a Deed of Charge, dated on about the date hereof, between the New Spanish Originator and the Administrative Agent, with respect to the Spanish Collection Accounts held with JPMorgan Chase Bank, N.A. London (“JPM London”);
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(j) a Blocked Account Control Agreement, dated on or about the date hereof, among the New Spanish Originator, the Administrative Agent and JPM London;
(k) a Pledges over Spanish Collection Account, governed by Spanish law, dated on or about the date hereof, among the New Spanish Originator, the Seller and the Administrative Agent, with respect to the Spanish Collection Accounts held with Banco Santander S.A. (“Santander”) and Citibank International PLC (“Citi PLC”), notarized as a Spanish deed (pόliza notarial);
(l) a Deed of Release, dated on or about the date hereof, between BISA and the Administrative Agent, with respect to BISA’s deposit account with JPM London;
(m) an Account Pledge Release Agreement, dated on or about the date hereof, among Bilbao, the Seller and the Administrative Agent with respect to Bilbao’s deposit account with Citi PLC, notarized as a Spanish deed (pόliza notarial);
(n) an Account Pledge Release Agreement, dated on or about the date hereof, among BISA, the Seller and the Administrative Agent with respect to BISA’s deposit account with Santander, notarized as a Spanish deed (pόliza notarial);
(o) an Account Pledge Release Agreement, dated on or about the date hereof, among BISA, the Seller and the Administrative Agent, with respect to BISA’s deposit account with Citi PLC, notarized as a Spanish deed (pόliza notarial);
(p) a Responsible Officer's certificate of the New Spanish Originator, dated as of the date hereof, certifying as to certain matters set forth in the Spanish RPA and with appropriate insertions and attachments satisfactory in form and substance to the Administrative Agent and each Purchaser Agent, including (i) an online registry excerpt (nota simple online) and online certificate on the up-to-date registered articles of association issued by the relevant Spanish Commercial Registry, (ii) authorizing resolutions in respect of this Amendment, the Spanish RPA and the Transaction Documents to which the Spanish Originator is a party, and (iii) insolvency certificates with respect to the New Spanish Originator obtained from the Spanish insolvency registry (Publicidad Concursal);
(q) a Responsible Officer’s Certificate of the Master Servicer, dated as of the date hereof, certifying inter alia a Monthly Report or Weekly Report, as applicable giving pro forma effect to the termination of the Exiting Spanish Originators as sellers under the Spanish RPA;
(r) a Power of Attorney, dated as of the date hereof, executed by the New Spanish Originator in favor of the Master Servicer, formalized as a Spanish notarial deed (escritura pública);
(s) a Power of Attorney, dated as of the date hereof, executed by the Seller in favor of the Master Servicer, formalized as a Spanish notarial deed (escritura pública);
7
(t) a Power of Attorney, dated as of the date hereof, executed by the New Spanish Originator in favor of the Administrative Agent, formalized as a Spanish notarial deed (escritura pública);
(u) a Power of Attorney, dated as of the date hereof, executed by the Seller in favor of the Administrative Agent, formalized as a Spanish notarial deed (escritura pública);
(v) a legal opinion of Uría Menendez Abogados, S.L.P., special Spanish counsel for the New Spanish Originator, in form and substance satisfactory to the Administrative Agent and each Purchaser Agent, including opinions with respect to capacity, validity and enforceability, true sale, security interest and tax matters;
(w) a legal opinion of Reed Smith LLP, special English counsel for the New Spanish Originator, in form and substance satisfactory to the Administrative Agent and each Purchaser Agent, including an opinion with respect to the security interest over Spanish Collection Accounts located in England;
(x) a legal opinion of Reed Smith LLP, special U.S. counsel for the Seller, the Master Servicer, the Performance Undertaking Provider and the New Spanish Originator, in form and substance satisfactory to the Administrative Agent and each Purchaser Agent, including opinions with respect to the validity and enforceability of this Amendment, non-contravention of law and no consents;
(y) an updated transaction summary, in form and substance satisfactory to the administrative Agent and each Purchaser Agent; and
(z) confirmation from PCS that it has no objections to this Amendment or any of the other Transaction Documents described in this Section 8.
9. REAFFIRMATION OF PERFORMANCE UNDERTAKING
The Performance Undertaking Provider hereby acknowledges and affirms its obligations under the Performance Undertaking notwithstanding the amendments to the Receivables Transfer Agreement set forth in this Amendment and the other documents referred to in Section 8 (Conditions precedent) and confirms that its obligations shall extend to any and all obligations resulting from such amendments to the Receivables Transfer Agreement and such other documents.
10. TRANSPARENCY REQUIREMENTS FOR ORIGINATORS
The New Spanish Originator agrees that it will comply with the transparency requirements to the extent applicable to it under the Securitisation Regulation Rules; provided, that the New Spanish Originator will not be in breach of the requirements in this Section 10 if, due to events, actions or circumstances beyond its control, it is not able to comply with the undertaking contained in this first sentence of this Section 10. In
8
addition, the New Spanish Originator agrees, at its cost and promptly on reasonable request by the Administrative Agent, any Purchaser Agent, any Committed Purchaser and any Conduit Purchaser, to provide such information as may reasonably be requested from time to time by the Administrative Agent, any Purchaser Agent, any Committed Purchaser and any Conduit Purchaser in order to enable each Committed Purchaser (in its capacities as Committed Purchaser and a Liquidity Bank) and Conduit Purchaser, as applicable, to comply with their respective obligations under Article 5 and/or Article 7 of the Securitisation Regulation.
11. NOTICES, ETC.
All communications and notices provided for hereunder shall be provided in the manner described in Schedule 2 (Address and Notice Information) to the Receivables Transfer Agreement.
12. EXECUTION IN COUNTERPARTS
This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by electronic file in a format that is accessible by the recipient shall be effective as delivery of a manually executed counterpart of this Amendment.
13. GOVERNING LAW; SUBMISSION TO JURISDICTION
(a) This Amendment shall be governed by and construed in accordance with the law of the state of New York, other than with respect to the Subject Sold Receivables’ transfer requirements provided for in Section 3 (Assignment of the Subject Sold Receivables) and the agreement to sell, transfer and assign set forth in Section 3(A), which shall be governed by Spanish common law (Derecho común español).
(b) Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment, other than with respect to any action or proceeding arising out of or relating to the Subject Sold Receivables transfer requirements provided in Section 3 (Assignment of the Subject Sold Receivables) and the agreement to sell, transfer and assign set forth in Section 3(A), which shall be subject to the jurisdiction of the courts of the city of Barcelona (Spain). Each Party hereto hereby irrevocably waives, to the fullest extent that it may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each Party hereto agrees that a final judgment in any such action or
9
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ITS RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AMENDMENT OR ANY PROVISION HEREOF.
14. NO PROCEEDING; LIMITED RECOURSE
(a) Each of the Parties hereto hereby agrees that (i) it will not institute against any Conduit Purchaser any proceeding of the type referred to in the definition of Event of Bankruptcy until there shall have elapsed two years plus one day since the Final Payout Date and (ii) notwithstanding anything contained herein or in any other Transaction Document to the contrary, the obligations of the Conduit Purchasers under the Transaction Documents are solely the corporate obligations of the Conduit Purchasers and shall be payable solely to the extent of funds which are received by the Conduit Purchasers pursuant to the Transaction Documents and available for such payment in accordance with the terms of the Transaction Documents and shall be non-recourse other than with respect to such available funds and, without limiting this Section 14, if ever and until such time as any Conduit Purchaser has sufficient funds to pay such obligation shall not constitute a claim against such Conduit Purchaser.
(b) No recourse under any obligation, covenant or agreement of any Committed Purchaser or Conduit Purchaser contained in this Amendment or any other Transaction Document shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of such Committed Purchaser or Conduit Purchaser by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Amendment and the other Transaction Documents are solely a corporate obligation of such Committed Purchaser or Conduit
10
Purchaser, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of such Committed Purchaser or Conduit Purchaser or any of them under or by reason of any of the obligations, covenants or agreements of such Committed Purchaser or Conduit Purchaser contained in this Amendment or any other Transaction Document, or implied therefrom, and that any and all personal liability for breaches by such Committed Purchaser or Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Amendment; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them.
[Signature pages follow.]
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day and year first above written.
BUNGE SECURITIZATION B.V., as Seller
By: /s/ Ronald Posthumus
Name: Ronald Posthumus
Title: Managing Director of Vistra B.V., in turn the sole director of Bunge Securitization B.V.
By:/s/ Jason Thimothy Duijn
Name: Jason Thimothy Duijn
Title: Proxy Holder B of Vistra B.V., in turn the sole director of Bunge Securitization B.V.
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
KONINKLIJKE BUNGE B.V., as Master Servicer and Subordinated Lender
By:/s/ Jeroen Kloet
Name: Jeroen Kloet
Title: Director
By:/s/ Arrie de Lange
Name: Arrie de Lange
Title: Director
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
BUNGE GLOBAL SA, as Performance Undertaking Provider
By:Rajat Gupta
Name: Rajat Gupta
Title: Treasurer
By:/s/ Lisa Ware-Alexander
Name: Lisa Ware-Alexander
Title: Secretary
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
BUNGE AGRIBUSINESS IBÉRICA, S.L.U., as New Spanish Originator
By:/s/ Alan Galmes Luengo
Name: Alan Galmes Luengo
Title: Attorney-in-fact
By:/s/ Martin Arribas Vallejo
Name: Martin Arribas Vallejo
Title: Attorney-in-fact
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
COÖPERATIEVE RABOBANK U.A., as Administrative Agent, Committed Purchaser and Purchaser Agent
By:/s/ Huong Stive-Pham
Name: Huong Stive-Pham
Title: Director
By:/s/ Jop van der Sluis
Name: Jop van der Sluis
Title: Managing Director
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
NIEUW AMSTERDAM RECEIVABLES CORPORATION B.V., as Conduit Purchaser
By:/s/ Kristina Adamovich
Name: Kristina Adamovich
Title: Managing Director of Intertrust Management B.V.
By:/s/ Edwin van Ankeren
Name: Edwin van Ankeren
Title: Managing Director of Intertrust Management B.V.
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, as Committed Purchaser and Purchaser Agent
By:/s/ Marie-Laure Lepont
Name: Marie-Laure Lepont
Title: Authorized Signatory
By:/s/ Frédéric Mazet
Name: Frédéric Mazet
Title: Authorized Signatory
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
BNP PARIBAS, as Purchaser Agent
By:/s/ Gianluca Sannipoli
Name: Gianluca Sannipoli
Title: Authorized Signatory
By:/s/ Baptiste Ranjard
Name: Baptiste Ranjard
Title: Authorized Signatory
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
MATCHPOINT FINANCE PLC, as Committed Purchaser and Conduit Purchaser
By:/s/ Kevin Downes
Name: Kevin Downes
Title: Authorized Signatory
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
THE BANK OF NOVA SCOTIA, as Purchaser Agent and Committed Purchaser
By:/s/ Nick Mantas
Name: Nick Mantas
Title: Director
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
LIBERTY STREET FUNDING LLC, as Conduit Purchaser
By:/s/ Kevin Corrigan
Name: Kevin Corrigan
Title: Vice President
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as Purchaser Agent and Committed Purchaser
By:/s/ Maria Galvez
Name: Maria Galvez
Title: Director – Global Trade Manager
By:/s/ Armen Semizian
Name: Armen Semizian
Title: Managing Director – Credit Risk
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, as Sustainability Co-ordinator
By:/s/ Marie-Laure Lepont
Name: Marie-Laure Lepont
Title: Authorized Signatory
By:/s/ Frédéric Mazet
Name: Frédéric Mazet
Title: Authorized Signatory
Bunge Securitization – 26th Amendment to Receivables Transfer Agreement
Exhibit 22.1
Subsidiary Issuers of Guaranteed Securities
As of October 30, 2024, Bunge Global SA (“Parent Guarantor”) was the unconditional and irrevocable guarantor of the following unsecured registered notes issued by indirect, wholly-owned subsidiaries of Parent Guarantor:
| Name of Subsidiary Issuer | State of Formation of Issuer | Description of Registered Notes | ||||||||||||||||||
| Bunge Limited Finance Corp. | Delaware | 1.63% Senior Notes due 2025 | ||||||||||||||||||
| Bunge Limited Finance Corp. | Delaware | 3.25% Senior Notes due 2026 | ||||||||||||||||||
| Bunge Limited Finance Corp. | Delaware | 3.75% Senior Notes due 2027 | ||||||||||||||||||
| Bunge Limited Finance Corp. | Delaware | 4.10% Senior Notes due 2028 | ||||||||||||||||||
| Bunge Limited Finance Corp. | Delaware | 4.20% Senior Notes due 2029 | ||||||||||||||||||
| Bunge Limited Finance Corp. | Delaware | 2.75% Senior Notes Due 2031 | ||||||||||||||||||
| Bunge Limited Finance Corp. | Delaware | 4.65% Senior Notes Due 2034 | ||||||||||||||||||
EXHIBIT 31.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
I, Gregory A. Heckman, certify that:
1. I have reviewed this report on Form 10-Q of Bunge Global SA (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
October 30, 2024
| /s/ Gregory A. Heckman | |||||
| Gregory A. Heckman | |||||
| Chief Executive Officer (Principal Executive Officer) | |||||
EXHIBIT 31.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
I, John W. Neppl, certify that:
1. I have reviewed this report on Form 10-Q of Bunge Global SA (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
October 30, 2024
| /s/ John W. Neppl | |||||
| John W. Neppl | |||||
| Executive Vice President, Chief Financial Officer | |||||
EXHIBIT 32.1
Certification by the Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes Oxley Act Of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, the undersigned officer of Bunge Global SA, a Switzerland limited liability company (the “Company”), does hereby certify that, to the best of such officer’s knowledge:
(1) The accompanying Report of the Company on Form 10-Q for the quarter ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
October 30, 2024
| /s/ Gregory A. Heckman | |||||
| Gregory A. Heckman | |||||
| Chief Executive Officer (Principal Executive Officer) | |||||
A signed original of this written statement required by Section 906 has been provided to Bunge Global SA and will be retained by Bunge Global SA and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
Certification by the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes Oxley Act Of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, the undersigned officer of Bunge Global SA, a Switzerland limited liability company (the “Company”), does hereby certify that, to the best of such officer’s knowledge:
(1) The accompanying Report of the Company on Form 10-Q for the quarter ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
October 30, 2024
| /s/ John W. Neppl | |||||
| John W. Neppl | |||||
| Executive Vice President, Chief Financial Officer | |||||
A signed original of this written statement required by Section 906 has been provided to Bunge Global SA and will be retained by Bunge Global SA and furnished to the Securities and Exchange Commission or its staff upon request.