TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________________________________________________________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
☒
For the fiscal year ended December 31, 2023
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
BUNGE GLOBAL SA
(Exact name of registrant as specified in its charter)
Switzerland
(State or other jurisdiction of incorporation or
organization)
Route de Florissant 13
1206 Geneva, Switzerland
(Address of registered office and principal executive offices)
1391 Timberlake Manor Parkway
Chesterfield, Missouri
(Address of corporate headquarters)
98-1743397
(I.R.S. Employer Identification No.)
N.A.
(Zip Code)
63017
(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
Registered Shares, $0.01 par value per share
BG
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ý No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities
Act. Yes o No ý
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:
Large accelerated filer 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. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by
the registered public accounting firm that prepared or issued its audit report. Yes ☒ No o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No ý
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-
based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). Yes ☐ No ý
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý
The aggregate market value of registrant's shares held by non-affiliates, based upon the closing price on the last business day of
the registrant's most recently completed second fiscal quarter, June 30, 2023, as reported by the New York Stock Exchange, was
approximately $14,134 million. Shares held by executive officers and directors and persons who own 10% or more of the issued and
outstanding shares have been excluded since such persons may be deemed affiliates. This determination of affiliate status is not a
determination for any other purpose.
As of February 20, 2024, 143,418,211 registered shares, par value $0.01 per share, were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the 2024 Annual General Meeting of Shareholders (the "2024 Annual Meeting") to be held
on May 15, 2024 are incorporated by reference into Part III.
Table of Contents
PART I
2023 Bunge Annual Report
Page
Table of Contents
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 1C.
Cybersecurity
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Reserved
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART III
Directors, Executive Officers, and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
PART IV
Item 15.
Exhibits, Financial Statement Schedules
Schedule II—Valuation and Qualifying Accounts
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
SIGNATURES
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Cautionary Statement Regarding Forward Looking Statements
2023 Bunge Annual Report
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 Annual Report on Form 10-K 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. These factors include the risks,
uncertainties, trends and other factors discussed under the headings "Item 1A. Risk Factors," as well as "Item 1. Business,"
"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this
Annual Report on Form 10-K, including:
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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 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.
In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward looking
statements contained in this Annual Report on Form 10-K. Additional risks that we may currently deem immaterial or that are
not presently known to us could also cause the forward looking events discussed in this Annual Report on Form 10-K not to
occur. Except as otherwise required by federal securities law, we undertake no obligation to publicly update or revise any
forward looking statements, whether as a result of new information, future events, changed circumstances or any other reason
after the date of this Annual Report on Form 10-K.
Summary Risk Factors
The Company is subject to a number of risks that if realized could materially adversely affect its business, results of
operations, cash flow, financial condition or prospects. The following is a summary of the principal risk factors facing the
Company:
We are subject to risks related to our business and industries, including risks involving:
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adverse weather conditions, including as a result of climate change, and their impact on the availability, quality and
price of agricultural commodities and agricultural commodity products;
the ongoing war between Russia and Ukraine;
fluctuations in agricultural commodity and other raw material prices and energy prices;
the impact of seasonality;
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intense competition we face in each of our businesses;
the effects of supply and demand imbalances in our industries;
global and regional economic downturns and related risks;
economic, political, and other risks of doing business globally and in emerging markets;
government policies and regulations affecting the agricultural sector and related industries;
realizing the anticipated benefits of acquisitions, divestitures or joint ventures;
industry risks;
compliance with applicable laws and regulations globally;
credit and counterparty risk;
our dependence on cash provided by our operations as well as access to external financing;
the effectiveness of our risk management strategies;
the loss of, or a disruption in, our manufacturing and distribution operations or other operations and systems;
interruptions, security breaches or failures in our information technology systems, processes and sites;
changes in tax laws or exposure to additional tax liabilities;
our dependence on a wide array of third parties;
public health crises, pandemics and epidemics; and
our dependence on our executive management and other key personnel.
We are subject to risks relating to our registered shares, including risks involving:
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the fact that we are a Swiss corporation and the rights of our shareholders are governed by Swiss law;
costs associated with the Redomestication (as defined below); and
anti-takeover provisions in our Articles of Association.
We are subject to risks relating to the pending Viterra Acquisition (as defined below), including risks involving:
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our shareholders having reduced ownership and voting interest in and less influence over management of the combined
company;
disruptions in business relationships due to uncertainty associated with the Acquisition;
prohibitions from entering into certain transactions and taking certain actions that might otherwise be beneficial to us,
Viterra and/or our respective shareholders until the completion or termination of the Acquisition;
third parties terminating or altering existing contracts or relationships with us or Viterra;
obtaining required approvals and satisfying closing conditions;
potential termination of the Acquisition;
difficulty attracting, motivating and retaining executives and other key employees in light of the Acquisition;
shareholder lawsuits relating to the Acquisition;
the incurrence of debt to fund the pending acquisition of Viterra;
significant expenses in connection with the Acquisition, regardless of whether the Acquisition is completed; and
the adequacy of our due diligence investigation of Viterra.
We are subject to risks relating to the combined company, including risks involving:
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failure to realize the anticipated benefits of the Acquisition;
the incurrence of significant integration-related costs in connection with the Acquisition and realizing the anticipated
synergies of the combined company;
different factors affecting the market price for registered shares of the combined company following the completion of
the Acquisition; and
certain Sellers (as defined below) ability to exercise influence over the composition of the Board, matters subject to
shareholder approval and/or our operations.
The above list is not exhaustive, and the Company faces additional challenges and risks. You should carefully consider
all of the information set forth in this Annual Report on Form 10-K, including in "Item 1A. Risk Factors."
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Item 1. Business
PART I
2023 Bunge Annual Report
References in this Annual Report on Form 10-K to "Bunge Global," "Bunge," "the Company," "we," "us," and "our" refer
to Bunge Global SA and its consolidated subsidiaries, unless the context otherwise indicates.
References in this Annual Report on Form 10-K to "shares" are to Bunge Limited common shares prior to the change of the
jurisdiction of incorporation of our group holding company from Bermuda to Switzerland (the "Redomestication") and to
Bunge Global SA registered shares after the Redomestication unless the context otherwise indicates.
Business Overview
We are a leading global agribusiness and food company with integrated operations that stretch from farmer to consumer.
We believe we are a leading:
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global oilseed processor and producer of vegetable oils and protein meals, based on processing capacity;
global grain processor, based on volume;
seller of packaged plant-based oils worldwide, based on sales;
producer and seller of wheat flours, bakery mixes, and corn-based products in North and South America, based on
volume.
We also produce sugar and ethanol in Brazil through our 50% interest in BP Bunge Bioenergia, a joint venture with BP
p.l.c ("BP").
We conduct our operations via 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 remaining operations are not reportable
segments and are classified as Corporate and Other.
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.
Our Agribusiness segment is an integrated, global business principally involved in the purchase, storage, transportation,
processing and sale of agricultural commodities and commodity products. Our Agribusiness operations and assets are located in
North and South America, Europe, and Asia-Pacific, and we have merchandising and distribution offices throughout the world.
The Refined and Specialty Oils segment includes businesses that sell vegetable oils and fats, including cooking oils,
shortenings, specialty ingredients, and renewable diesel feedstocks. The operations and assets of our Refined and Specialty Oils
segment are primarily located in North and South America, Europe and Asia-Pacific.
The Milling segment includes businesses that sell wheat flours, bakery mixes, and corn-based products. The operations
and assets of our Milling segment are located in North and South America. During the third quarter of 2022, we completed the
sale of our wheat milling business in Mexico.
Non-core operations comprise our Sugar and Bioenergy segment, which primarily comprises our 50% interest in the BP
Bunge Bioenergia joint venture.
History and Corporate Information
We trace our history back to 1818 when we were founded as a trading company in Amsterdam, The Netherlands. We are
a holding company and substantially all of our operations are conducted through our subsidiaries.
Bunge Global is incorporated under Swiss law as a stock corporation (Aktiengesellschaft) and domiciled in Geneva,
Switzerland. Bunge Global is recorded in the Commercial Register of the Canton of Geneva with enterprise registration number
CHE-318.451.510. Our registered office and principal executive offices are located at Route de Florissant 13, 1206 Geneva,
Switzerland. Our corporate headquarters is located at 1391 Timberlake Manor Parkway, Chesterfield, Missouri, 63017, United
States of America, and our telephone number is (314) 292-2000.
Redomestication
On November 1, 2023, we completed the change of the jurisdiction of incorporation of our group holding company from
Bermuda to Switzerland. The Redomestication, which was approved by our shareholders, was effected pursuant to a scheme of
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arrangement under Bermuda law that resulted in the shareholders of Bunge Limited becoming, on a one-for-one basis, the
holders of all the issued and outstanding registered shares, par value $0.01 per share, of Bunge Global (the "registered shares").
The registered shares began trading on the New York Stock Exchange (the "NYSE") under the symbol “BG” on November 1,
2023, which is the same symbol under which the Bunge Limited shares were previously traded.
In connection with the Redomestication, each of the members of the board of directors of Bunge Limited who was a
member of Bunge Limited’s board of directors immediately prior to the Redomestication was appointed as a director of Bunge
Global’s board of directors (the "Board"), and each of Bunge Limited’s executive officers who was an executive officer
immediately prior to the Redomestication was appointed as an executive officer of Bunge Global.
Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Bunge Global is
the successor issuer to Bunge Limited, the registered shares are deemed to be registered under Section 12(b) of the Exchange
Act, and Bunge Global is subject to the periodic and current reporting requirements of the Exchange Act and the rules and
regulations promulgated thereunder.
Pending Business Combination with Viterra Limited
On June 13, 2023, Bunge Limited entered into a definitive business combination agreement (the "Business Combination
Agreement") with Viterra and its shareholders, including certain affiliates of Glencore PLC ("Glencore"), Canada Pension Plan
Investment Board ("CPP Investments"), and British Columbia Investment Management Corporation ("BCI") (together with
Viterra, the "Sellers"), to acquire Viterra in a stock and cash transaction (the "Acquisition"). Bunge Limited shareholders
approved the Acquisition at an extraordinary general meeting held on October 5, 2023.
Viterra operates a leading network of agricultural storage, processing and transport assets connecting producers to
consumers with sustainable, traceable and quality-controlled agricultural products. The Acquisition is expected to 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 of registered shares of Bunge, with an aggregate value of approximately $6.6 billion as of December 31, 2023 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.
The Acquisition is expected to close in mid-2024, subject to the satisfaction of regulatory approvals and other customary
closing conditions. 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.
Core Segments
Agribusiness Segment
Overview—Our Agribusiness segment is an integrated, global business involved in purchasing, storing, transporting,
processing, and selling agricultural commodities and commodity products while managing risk across various value chains. The
principal agricultural commodities that we handle in this segment are oilseeds, primarily soybeans, rapeseed, canola, and
sunflower seed, and grains, primarily wheat and corn. We process oilseeds into vegetable oils and protein meals, principally for
the food, animal feed and biofuel industries, through a global network of facilities. Our footprint is well balanced, with
approximately 32% of our processing capacity located in South America, 28% in North America, 24% in Europe and 16% in
Asia-Pacific.
Recent Acquisitions—On October 10, 2023, we 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"). Operations of CJ primarily consist of an oilseed
processing facility located in Brazil. The acquisition is expected to close in mid-2024, subject to customary closing conditions.
Customers—We sell agricultural commodities and processed commodity products to customers throughout the world.
The principal purchasers of our oilseeds, grains, and oilseed meal are animal feed manufacturers, livestock producers, wheat
and corn millers, and other oilseed processors. As a result, our agribusiness operations generally benefit from global demand for
protein, primarily poultry and pork products. The principal purchasers of the unrefined vegetable oils produced in this segment
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are our own refined and specialty oils businesses, third-party edible oil processors, which use these oils as raw materials in the
production of edible oil products for the food service, and the food processor and retail markets, as well as biofuel companies,
which use the oil as feedstock for biofuel production.
Distribution and Logistics—We have developed an extensive global logistics network to transport our products, including
trucks, railcars, river barges, and ocean freight vessels. Typically, we either lease the transportation assets or contract with third
parties for these services. To better serve our customer base and develop our global distribution and logistics capabilities, we
own or operate either directly or through joint venture arrangements, various port terminal facilities, including in Brazil,
Argentina, the United States, Canada, Latvia, Ukraine, France, Poland, Vietnam, and Australia.
Financial Services and Activities—We offer various financial services, principally trade structured finance and financial
risk management services, to customers and other third parties. Our trade structured finance operations primarily leverage our
international trade flows to generate trade finance derived liquidity in emerging markets for third parties. Our financial risk
management services include structuring and marketing risk management products to enable agricultural producers and end
users of commodities to manage commodity price risk exposures. We also engage in foreign exchange and other financial
instrument trading via our financial services business. Additionally, we provide financing services to farmers, primarily in
Brazil, from whom we purchase soybeans and other agricultural commodities. Our farmer financing activities are an integral
part of our grain and oilseed origination activities as they help assure the annual supply of raw materials for our Brazilian
agribusiness operations.
Biodiesel—We own and operate conventional biodiesel facilities in Europe and Brazil and have equity method
investments in conventional biodiesel producers in Europe and Argentina. This business is complementary to our core
Agribusiness operations as in each case we supply some of the raw materials (refined or partially refined vegetable oil) used in
their production processes.
Raw Materials—We purchase oilseeds and grains either directly from farmers or indirectly through intermediaries.
Although the availability and price of agricultural commodities may, in any given year, be affected by unpredictable factors
such as weather, government programs and policies, and farmer planting and selling decisions, our operations in major crop
growing regions have enabled us to source adequate raw materials for our operational needs.
Competition—Due to their commodity nature, markets for our products are highly competitive and subject to product
substitution. Competition is principally based on price, quality, product and service offerings, and geographic location. Major
competitors include but are not limited to: Archer Daniels Midland Co. ("ADM"), Cargill Incorporated ("Cargill"), Louis
Dreyfus Group ("Louis Dreyfus"), Glencore, Wilmar International Limited ("Wilmar"), and COFCO International ("COFCO").
Refined and Specialty Oils Segment
Overview—We primarily sell our refined and specialty oil products to food processors, food service companies,
renewable diesel producers, and retail outlets. The principal raw materials used in our Refined and Specialty Oils segment are
various crude and further processed vegetable oils and fats. These raw materials are mostly agricultural commodities that we
either produce or purchase from third parties. We believe that our global integrated business model enables us to realize
synergies among our Agribusiness, Refined and Specialty Oils, and Milling segments through raw material procurement,
logistics, risk management and the co-location of industrial facilities, enabling us to supply customers with reliable, high-
quality products on a global basis. As many of the products we sell in our Refined and Specialty Oils segment are staple foods
or ingredients, these businesses generally benefit from global population and income growth rates. Additionally, our businesses
that sell vegetable oils as feedstock to the renewable diesel industry generally benefit from increased emphasis on
environmental sustainability, including government incentives and mandates aimed at increasing the percentage of fuels
stemming from renewable sources, and increased production from the renewable diesel industry.
Recent Acquisitions—In April 2023, Bunge, through our 80% ownership of the Bunge Loders Croklaan ("Loders") joint
venture with IOI Corporation Berhad, completed our purchase of a port-based refinery located in Avondale, Louisiana in the
United States. The facility has multi-oil refining capabilities and provides a scalable, complementary addition to our North
America footprint.
Products—Our refined and specialty oil products include packaged and bulk oils and fats, including cooking oils,
shortenings, margarines, mayonnaise, renewable diesel feedstocks, and other products derived from the vegetable oil refining
process. We primarily use soybean, sunflower, rapeseed, and canola oil that we produce in our Agribusiness segment
processing operations as raw materials in this business. We also refine and fractionate palm oil, palm kernel oil, coconut oil,
and shea butter, and blend and refine olive oil. Additionally, we produce specialty ingredients derived from vegetable oils, such
as lecithin, which is used as an emulsifier in a broad range of food products. We are a leading seller of packaged vegetable oils
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worldwide, based on sales. We have refined and specialty oils refining and packaging facilities in North America, South
America, Europe, Asia-Pacific, and Africa. Our refined and specialty oils business comprises our wholly-owned refined oils
business in North America, other business to business ("B2B") and business to consumer ("B2C") refined and specialty oils
offerings in South America, Europe and Asia-Pacific, and our 80% ownership interest in our Loders joint venture with IOI
Corporation Berhad.
In Brazil, our retail edible oil brands include Soya, the leading consumer packaged vegetable oil brand, as well as Primor,
Leve, and Salada. Further, we are a leading supplier of shortenings to the food processor market.
In the United States and Canada, we primarily provide product offerings to food processors and food service companies,
and we sell refined vegetable oils as feedstock to the renewable diesel industry. Specifically, we offer food manufacturers,
bakeries, confectionaries, and food service operators high-quality solutions to fit their goals, such as delivering desired tastes
and textures, or reducing saturated fats in their products. Our products include trans-fat free high-oleic canola oil, which is low
in saturated fats, and high-oleic soybean oil, which is highly stable and trans-fat free. We have also developed proprietary fiber
addition processes that allow bakery and food processor customers to achieve significant saturated fat reductions in shortenings.
We also produce margarines and buttery spreads, including our leading Country Premium brand, for food service, food
processor and retail private label customers.
In Europe, we are a leader in consumer packaged vegetable oils, which are sold in various geographies under brand
names including Venusz, Floriol, Kujawski, Unisol, Kaliakra, Oleina, Oliwier, Komili and Kirlangic. We are also a leader in
margarines, under brand names including Smakowita, Slynne, Maslo Rosline, Masmix, Optima, Finuu, Deli Reform, Keiju,
Alentaia, Venusz, Evesol, Carlshamn, Voimix, and Eleplant. Additionally, we produce a variety of products for the
confectionery and bakery industries. We are also an oils supplier in the Western European food service channel.
In Asia, we offer a range of consumer products and offerings, including bakery, culinary, confectionary, and human
nutrition products. In India, our consumer brands include Dalda, Gagan, Fiona and Chambal edible oils; Dalda and Gagan
vanaspatis; and Masterline professional bakery fats. In China, we offer consumer edible oils products under the Dou Wei Jia,
Jia Run, Bang Yan, and Jia Yan brands.
Customers—Our customers include baked goods companies, snack food producers, confectioners, restaurant chains,
food service operators, human nutrition companies, other food manufacturers who use vegetable oils and shortenings as
ingredients in their operations, and renewable diesel producers. Other customers include grocery chains, wholesalers,
distributors, and other retailers who sell to consumers either under our own brand names or private labels. These customers
include global and national food processors and manufacturers, many of which are leading brand owners in their product
categories.
Competition—Competition is based on a number of factors, including price, raw material procurement, distribution
capability, cost structure, brand recognition, product quality, product innovation, technical support, composition and
nutritional value, and advertising and promotion. Our products may compete with widely advertised, well-known, branded
products, as well as private label and customized products. Our principal competitors in the Refined and Specialty Oils
segment include, but are not limited to: ADM, AAK AB, Cargill, Fuji Oil Co. Ltd., and Wilmar, as well as local competitors
in each region.
Milling Segment
Overview—We primarily sell our milling products to three customer types or market channels: food processors, food
service companies, and retail outlets. The principal raw materials used in our milling businesses are wheat, corn, and other
agricultural commodities sourced from our Agribusiness segment or directly from third parties. Similar to our refined and
specialty oils business, we realize synergies among our other segments in areas such as raw material procurement, logistics, risk
management, and the co-location of industrial facilities, enabling us to supply customers with reliable, high quality products on
a global basis. As many of the products we sell in our Milling segment are staple foods or ingredients, these businesses
generally benefit from macro population and income growth rates. Additionally, our Milling segment is focused on capitalizing
on growing global consumer food trends, including a desire for less processed, healthier foods, interest in new flavors, and
increases in snacking and eating outside the home.
Products—Our Milling segment activities include the production and sale of a variety of wheat flours and bakery mixes
in Brazil, as well as corn-based products derived from both the dry and wet corn milling processes in the United States and
Mexico. During the third quarter of 2022, we completed the sale of our wheat milling business in Mexico.
Our brands in Brazil include Suprema, Soberana, Farina, and Predileta wheat flours, Pre-Mescla and BTX bakery
premixes. Our corn milling products primarily consist of dry-milled corn meals and flours, flaking and brewers' grits, soy-
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2023 Bunge Annual Report
fortified corn meal, corn-soy blends, snack grits and meals, and other similar products. As part of our corn portfolio, we also
sell whole grain and fiber ingredients in addition to wet-milled masa flours, some sold under the El Maizal brand in the United
States. Additionally, we offer non-GMO products in the United States, including corn varieties.
Customers—The primary customers for our wheat milling products are food processing, bakery, and food service
companies. The primary customers for our corn milling products are companies in the food-processing sector, such as cereal,
snack, bakery, brewing, and food service companies, as well as the U.S. Government under its humanitarian assistance
programs.
Competition—Competition is based on a variety of factors, including price, raw material procurement, brand recognition,
product quality, nutritional profile, dietary trends, and distribution capabilities. In Brazil, our major competitors are M. Dias
Branco, J. Macedo, Moinho Anaconda, and Grande Moinho Cearense, as well as many small regional producers. Our major
competitors in North American corn milling include Cargill, Didion Inc., SEMO Milling, LLC, Life Line Foods, LLC, and
Gruma S.A.B. de C.V.
Corporate and Other
Corporate and Other includes salaries and overhead for corporate functions that are not allocated to our individual
reporting segments because the operating performance of such reporting segments is evaluated by our chief operating decision
maker exclusive of these items, as well as certain other activities including Bunge Ventures, the Company's captive insurance
program, accounts receivable securitization activities, and certain income tax assets and liabilities.
Non-core Segment
Sugar and Bioenergy Segment
Our Sugar and Bioenergy segment primarily comprises our 50% interest in BP Bunge Bioenergia, our joint venture with
BP, as well as minor ethanol distribution sales activity. BP Bunge Bioenergia operates on a stand-alone basis with a total of 11
mills located across the Southeast, North, and Midwest regions of Brazil. BP Bunge Bioenergia is the second largest operator
by effective crushing capacity in the Brazilian sugarcane ethanol biofuel industry. We account for our interest in the joint
venture under the equity method of accounting. Accordingly, our reported Sugar and Bioenergy results include our share of the
net earnings in BP Bunge Bioenergia. While we are committed to supporting the growth and development of BP Bunge
Bioenergia, our long-term goal is to seek strategic opportunities for our investment in the joint venture, hence the designation of
such operations as Non-core.
The formation of BP Bunge Bioenergia combined our eight mills, the plantations we owned and managed, and related
assets, together with BP’s sugar and bioenergy business in Brazil, which included three mills and related assets. BP Bunge
Bioenergia's combined mills are supplied with sugarcane grown on approximately 460,000 hectares of land. In 2023,
approximately 77% of the joint venture's total milled sugarcane came from plantations owned or managed by BP Bunge
Bioenergia and 23% was purchased from third-party suppliers. These mills allow BP Bunge Bioenergia to produce sugar,
ethanol and electricity, as further described below.
•
•
•
Sugar-BP Bunge Bioenergia produces two types of sugar: very high polarity ("VHP") raw sugar and crystal sugar.
VHP sugar is similar to the raw sugar traded on major commodities exchanges, including the standard NY11 contract,
and is sold almost exclusively for export. Crystal sugar is a non-refined white sugar and is principally sold
domestically in Brazil.
Ethanol-BP Bunge Bioenergia produces and sells two types of ethanol: hydrous and anhydrous. Hydrous ethanol is
consumed directly as a transport fuel, and as industrial grade for exports. Anhydrous ethanol is blended with gasoline
in transport fuels.
Electricity-BP Bunge Bioenergia generates electricity from burning sugarcane bagasse in its mills.
The sugar produced at BP Bunge Bioenergia’s mills is sold in both the Brazilian domestic market, primarily in the
confectionary and food processing industries, and export markets. The ethanol is sold primarily to customers for use in the
Brazilian domestic market to meet demand for fuel, and also exported in the international market. BP Bunge Bioenergia
competes with other sugar and ethanol producers both in Brazil and internationally, along with beet sugar processors and
producers of other sweeteners and biofuels in the global market. Major competitors in Brazil include Cosan Limited/Raizen,
São Martinho S.A., and Biosev (a subsidiary of Louis Dreyfus). Major international competitors include British Sugar PLC,
Südzucker AG, Cargill, Tereos S.A., Sucden S.A., ED&F Man Limited, and COFCO.
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Risk Management
2023 Bunge Annual Report
Risk management is a fundamental aspect of our business. We maintain an enterprise risk management program that is
designed to support the achievement of our strategic objectives and enhance shareholder value. We regularly review our
enterprise level risks, emerging risks and assess our risk tolerance levels and the effectiveness of our risk monitoring and risk
management efforts. Our Board has established the Enterprise Risk Management Committee ("ERMC") to provide greater
focus at the Board level on risk oversight tailored to our business and industries. Additionally, each of our other Board
committees considers risks within its area of responsibility. Bunge also has a Management Risk Committee ("MRC") in its
enterprise risk management ("ERM") framework, responsible for reviewing and monitoring key exposures, emerging risks, and
drivers of risk. The risks covered by the MRC include but are not limited to commodity price risk; market risk; liquidity,
interest rate, and financing risk; credit and counterparty risk; country risk; cybersecurity risk; and risks related to climate
change. When considering these risks, three criteria are evaluated: the possibility of occurrence, magnitude of risk, and power
to mitigate. These risks are directly linked to the substantive impact understood by Bunge, which include but are not limited to
the impact related to the potential loss of customer demand for our products or the ability to supply products in sufficient
volumes to meet demand. The MRC serves as the most senior management-level risk governance body and includes senior
leaders across the organization, including our Chief Risk Officer ("CRO").
The primary risks that our company is subject to are discussed under the heading "Item 1A. Risk Factors" and we also
describe our efforts to hedge and actively manage our market risks, including those associated with our positions in physical
and derivative markets for agricultural commodities, energy, inland and ocean freight, foreign currency, and interest rates under
the heading "Item 7A. Quantitative and Qualitative Disclosures About Market Risk."
Insurance
In each country in which we conduct business, our operations and assets are subject to varying degrees of risk and
uncertainty. We financially insure our businesses and assets in each country in a manner that we deem appropriate for a
company of our size and activities, including against certain risks associated with the ongoing Ukraine-Russia war, based on an
analysis of the relative risks, costs, and market availability of insurance. We believe that our geographic dispersion of assets
helps mitigate the risk to our business from an adverse event affecting a specific facility. However, if we were to incur a
significant loss or liability for which we were not insured in full or in part, it could have a materially adverse effect on our
business, financial condition, and results of operations.
Operating Segments and Geographic Areas
We have included financial information about our reportable segments and our operations by geographic area in Note 27-
Segment Information to our consolidated financial statements included as part of this Annual Report on Form 10-K.
Research and Development, Innovation, Patents, and Licenses
Our research and development activities are focused on developing products and improving processes that will drive
growth or otherwise add value to our core business operations and create value for our customers. In our refined and specialty
oils and milling businesses, we have several research and development centers globally to support product development and
enhancement, working alongside our key customers. We monitor the latest advancements in our core areas via an external
technology scouting program. Additionally, Bunge Ventures, our corporate venture capital unit, invests in start-ups and other
early-stage companies that are developing new technologies relevant to our industries. Additionally, we invest capital and
human resources in digital innovations, aimed at using technology, data and analytics to improve how we perform our most
important functions across our value chains, including origination, production, logistics, and customer experience.
We own trademarks, patents, and licenses covering certain of our products and manufacturing processes. However,
neither our business as a whole nor any segment is dependent on any specific trademark, patent, or license.
Seasonality
In our Agribusiness segment, while there is a degree of seasonality in the growing season and procurement of our
principal raw materials, such as oilseeds and grains, we typically do not experience material fluctuations in volume between the
first and second half of the year, since we are geographically diversified between the northern and southern hemispheres, and
we sell and distribute products throughout the year. However, the first quarter of the year has generally been our weakest in
terms of financial results due to the timing of the North and South American oilseed harvests, as the North American harvest
peaks in the third and fourth quarters, and the South American harvest peaks in the second quarter. Our North and South
American grain merchandising and oilseed processing activities are, therefore, generally at lower levels during the first quarter.
In our Refined and Specialty Oils and Milling segments, demand for certain of our food items may be influenced by
holidays and other annual events.
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Government Regulation
2023 Bunge Annual Report
In each of the countries in which we operate, we are subject to a variety of laws and regulations governing various
aspects of our business, including general business regulations as well as those governing the manufacturing, production,
handling, storage, transport, marketing, and sale of our products. These include laws and regulations relating to facility
licensing and permitting, food, and feed safety, the handling and production of regulated substances, nutritional and labeling
requirements, global trade compliance and other matters. Our operations and those of our suppliers are also subject to
restrictions on land use in certain protected areas, forestry reserve requirements, limitations on water use, as well as other
environmental regulations. Additionally, from time-to-time, agricultural production shortfalls in certain regions, and growing
demand for agricultural commodities for feed, food, and fuel use have caused prices for relevant agricultural commodities to
rise. High commodity prices and regional crop shortfalls have led, and in the future may lead, governments to impose price
controls, tariffs, export restrictions and other measures designed to ensure adequate domestic supplies and/or mitigate price
increases in their domestic markets, as well as increase the scrutiny of competitive conditions in their markets.
Many countries use and produce biofuels as alternatives to traditional fossil fuels. Biofuels convert crops, such as
sugarcane, corn, soybeans, palm, rapeseed, canola, and other oilseeds, into ethanol, renewable diesel, or biodiesel to extend,
enhance or substitute for fossil fuels. Production of biofuels has increased significantly in the last decade in response to both
periods of high fossil fuel prices and to government incentives to produce biofuels offered in many countries, including the
United States, Brazil, Argentina, and several South-East Asian and European countries. Furthermore, in several countries,
governmental authorities are mandating biofuel use in transport fuels at specified levels. As such, the markets for agricultural
commodities used in the production of biofuels have become increasingly affected by the growth of the biofuels industry and
related legislation.
We are subject to various environmental protection and occupational health and safety laws and regulations in the
countries in which we operate, and we incur costs to comply with these requirements. Compliance with applicable laws and
regulations relating to environmental matters has not had a material financial or competitive effect on our business. However,
due to our extensive operations across multiple industries and jurisdictions globally, we are exposed to the risk of claims and
liabilities under these laws and regulations. Violations can result in substantial fines, administrative sanctions, criminal
penalties, revocations of operating permits and/or shutdowns of our facilities, litigation, other liabilities, as well as damage to
our reputation.
Our business could also be affected by the regulation or taxation of greenhouse gas ("GHG") emissions, policies related
to national emission reduction plans, and regulations related to conservation and eliminating deforestation. A number of
jurisdictions in which we operate have implemented or are in the process of implementing carbon pricing programs or
regulations to reduce GHG emissions or deforestation, including, but not limited to, the Unites States, Canada, Mexico, the
European Union and its member states, and China. For example, the Biden Administration has issued a series of executive
orders and regulatory initiatives focused on climate change, including rejoining the Paris Climate Agreement, pursuant to which
the Administration has announced a goal of reducing U.S. GHG emissions by one-half by 2030. In addition, the European
Union Deforestation Regulation ("EUDR"), which is scheduled to become effective in December 2024, will require companies
trading in certain commodities, including oil palm and soy, as well as products derived from these commodities, to ensure these
commodities and related products do not result from deforestation, forest degradation, or breaches of local laws after December
31, 2020 in order to sell such products in the European Union. We are in the process of assessing the impact of the EUDR on
Bunge. Our operations located in countries with effective and applicable carbon pricing and regulatory programs currently meet
related existing obligations with, at this time, no significant impact on our results of operations and competitive position. We
regularly assess the potential impacts to our business resulting from regulation or policies aimed at reducing GHG emissions
and deforestation. Potential consequences could include increased energy, transportation and raw material costs, and additional
investments to modify our facilities, equipment and processes.
As regulators increasingly focus on climate change and other sustainability issues, we expect to become subject to new
environmental, social and governance ("ESG") disclosure frameworks. Additionally, as a result of our Redomestication to
Switzerland, we may also become subject to more scrutiny by investors and other stakeholders in Europe related to our ESG
disclosures, the actions we are taking and the goals we set.
We closely monitor the rules and regulations related to ESG disclosure and their impact on us. For example, in November
2022, the European Union adopted the Corporate Sustainability Reporting Directive ("CSRD"), which expands the number of
companies required to publicly report ESG-related information and defines the ESG-related information that companies are
required to report in accordance with European Sustainability Reporting Standards ("ESRS"). While CSRD rules are
prescriptive for the types of data to be reported, the standards to quantify and qualify such data are still evolving and uncertain,
and may impose increased costs on us related to complying with our reporting obligations and increase risks of non-compliance
with ESRS and the CSRD. We are currently evaluating the impact of the CSRD reporting requirements to Bunge and will
comply with all applicable in-scope CSRD reporting requirements.
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2023 Bunge Annual Report
As a Swiss corporation, Bunge is also required under Swiss law to prepare a report covering certain non-financial
matters, including environmental matters (in particular the carbon reduction goals), social issues, employee-related issues,
respect for human rights, and combating corruption. The report must include (i) a description of our business model, (ii) a
description of the policies adopted in relation to these matters, including the due diligence applied, (iii) a presentation of the
measures taken to implement these policies and an assessment of the effectiveness of these measures, (iv) a description of the
main risks related to these matters and how we are dealing with these risks, and (v) the main performance indicators for the
Company’s activities in relation to these matters. We will be required to submit the report to our shareholders for approval at
the 2024 Annual Meeting, with respect to our 2023 fiscal year. In addition, under Switzerland’s legislation regarding the due
diligence and transparency in relation to child labor in the supply chain, we are required to establish (1) a supply chain policy
on child labor, (2) a supply chain traceability system that includes and documents for each product or service for which there
are reasonable grounds to suspect child labor (a) a description of the product or service and (b) the trade name and the names
and addresses of the supplier and the production sites or the service provider for the undertaking, (3) as an early warning
mechanism for risk identification, a reporting procedure that allows interested parties to raise reasonable concerns about the
existence of a potential or actual adverse impact related to child labor, and (4) a risk management plan which identifies and
assesses the risks in the supply chain according to the likelihood of occurrence and severity of adverse impacts and eliminates,
prevents or minimizes such risks on that basis. We will be required to publish a report regarding compliance with our child
labor due diligence obligations with respect to our 2023 fiscal year by June 30, 2024.
Further, on October 7, 2023, California enacted the Climate-Related Financial Risk Act and the Climate Corporate Data
Accountability Act (together, the "Climate Accountability Package"). The Climate Accountability Package requires, among
other things, all private and public companies with an annual revenue of more than $1 billion and doing business in California
to publicly disclose Scope 1 and Scope 2 GHG emissions beginning in 2026 and Scope 3 GHG emissions in 2027.
Although, at this time, it is not possible to estimate the likelihood of passage or predict the potential impact of any
additional legislation, regulations or agreements, the effects of additional climate change regulatory initiatives could have a
materially adverse impact on our business and results of operations. The scope of physical effects of climate change, including
shifts in agricultural production areas and climatic volatility, is uncertain, but could in the long-term result in increased adverse
incidents of weather-related events that cause disruptions to our operations and may ultimately result in stranded physical
assets. We currently believe the breadth and diversification of our global asset network, as well as our participation in the global
trade of agricultural commodities, will help to mitigate these risks.
Additionally, in response to the ongoing Ukraine-Russia war, the United States, other North Atlantic Treaty Organization
("NATO") member states, as well as non-NATO member states, have announced targeted economic sanctions on Russia and
Belarus, certain Russian and Belarusian citizens, and Russian and Belarusian enterprises. Any escalation of the war may trigger
additional economic and other sanctions. On September 16, 2022, Bunge signed an agreement to sell its remaining Russian
operations, primarily comprising an oilseed crushing and refining facility in Voronezh, southwest Russia, to Karen Vanetsyan.
On February 3, 2023, the transaction closed in accordance with the terms of the agreement and the sale was completed. As of
the completion of the sale, Bunge no longer maintains operations in Russia.
Sustainability
Bunge believes sustainability is critical to our business. While we have consistently incorporated ESG factors into
Bunge’s strategy and operations, we have intensified our efforts in light of new consumer trends, risks arising from factors such
as climate change, and the emerging commercial opportunities in the low carbon market. We integrate ESG factors into nearly
every area of our business, from how we evaluate new growth markets, plan and develop our strategic goals, compensate our
employees and operate our facilities, to how we engage with our customers, suppliers, employees, communities, shareholders
and other stakeholders. We encourage Bunge leadership around the globe to embrace sustainable decision-making across our
value chains built on a foundation of ethical leadership, accountability and environmental stewardship. Our key areas of growth,
comprising expansion of our oilseed processing and origination capabilities, production of renewable feedstocks, increasing our
plant lipids portfolio and development of new plant-based protein ingredients, are not only core to our business strategy but also
a testament to the alignment of sustainability with our corporate vision.
A key feature of our sustainability strategy is to leverage Bunge’s position in the value chain and its experience delivering
sustainable solutions to stakeholders in order to collaboratively promote industry-wide transformation. Bunge has been a
founder and active member of leading industry associations and platforms to find practical solutions to certain sustainability
challenges, such as climate change, land use change, human rights and biodiversity. We are committed to eliminating native
vegetation conversion associated with agricultural commodity production and trade in 2025 – a commitment that was
established in 2015 and serves as a guide for sector alignment. We intend to build on our shared efforts, working with
governments, farmers, and other key stakeholders in our supply chains, to identify opportunities for public-private collaboration
focused on eliminating commodity-driven deforestation.
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Bunge’s public reporting on ESG conforms with internationally recognized frameworks and standards, the details of
which are captured in the annual corporate sustainability reports published in the first half of each year. The 2024 sustainability
report will contain further information on Bunge’s ESG strategy, performance, and other disclosures. In addition, as described
above, as a Swiss corporation, Bunge is also required under Swiss law to establish an annual non-financial matter report
covering, among other things, certain ESG matters (which will be submitted to shareholders for approval at the 2024 Annual
Meeting), and to publish a report on our due diligence in the upstream supply chain to identify, prevent, mitigate, and account
for child labor. Such reports are not incorporated by reference in this Annual Report.
2023 Bunge Annual Report
Governance
Sustainability considerations, including climate change, deforestation and native vegetation conversion, water use,
biodiversity, human rights, social development, community impact, stakeholder engagement, and more, are embedded across
the functions of multiple committees of Bunge’s Board.
The Sustainability and Corporate Responsibility Committee ("SCRC") of the Board oversees sustainability strategy at
Bunge. The SCRC meets on a regular basis and is tasked with oversight of governance, policies, strategies and programs related
to a comprehensive set of sustainability and corporate social responsibility factors that support the sustainable growth of the
Company, including, but not limited to, climate change, environmental matters, human rights, social development, risk
management, external trends, external stakeholder engagement, philanthropy, and reporting and disclosure. Additionally, the
ERMC of the Board periodically evaluates climate related risks and opportunities in connection with its oversight of enterprise
risks and risk mitigation strategies. The Audit Committee periodically evaluates applicable trends, risks, and developments in
non-financial reporting practices and requirements that may impact the Company’s regulatory filings, including ESG-related
disclosures. The Human Resources and Compensation Committee ("HRCC") oversees the establishment of sustainability linked
performance goals for our executives and workforce.
The sustainability function is executed by the Chief Sustainability Officer ("CSO"), who reports to our Chief Executive
Officer ("CEO"). The CSO leads a global team operating across multiple geographies and functions that regularly engage
business leadership to ensure company-wide alignment with sustainability objectives and opportunities.
Strategy
We leverage our leadership, extensive knowledge of the industry, and our deeply rooted relationships with customers at
both ends of the value chain to address the sustainability challenges facing the food, feed, and fuel supply chains in which we
operate. We intend to address those challenges by, among other things, connecting farmers and our end customers as they seek
to establish common approaches to overcome shared sustainability challenges. This means that the decisions we make — from
strategy to investments to operations — look at the associated GHG impact and how it will shape our long-term climate
ambitions. With a sustainability mindset, we can enhance our focus on decarbonization in both our operations and in our supply
chains, continue providing low carbon solutions to our food, feed, and fuel customers, and ensuring climate-related risks are
deeply embedded into our governance framework. We have a proud history of accomplishment that we are building on to
realize our approach. For example, Bunge is actively engaged in supplying low carbon feedstock for renewable fuels, sourcing
and supplying grains planted under regenerative agricultural practices, and supplying certified and verified deforestation-free
grains and by-products, among other initiatives. These business objectives are a natural extension of our sustainability efforts
and have been partly developed by applying a “climate lens” to our strategic decision-making.
Risk Management
In 2021, Bunge began implementing enhancements to its ERM framework by incorporating more detailed sustainability
risks and opportunities into the ERM process. These include risks emanating from changing climate and weather patterns, water
scarcity, deforestation, human rights, farmer productivity, and increasing taxation and regulation on GHG emissions. This
process was further enhanced in 2022 by adding risk factors into the ERM framework. The ERM process provides Bunge with
greater oversight and management of climate-related risks and the potential financial implications, and will help ensure
continued short-, medium- and long-term resilience.
Climate risks are overseen at the Board level by the ERMC, which has responsibility for supervising the quality and
integrity of our risk management practices. Enterprise risk management is overseen at the executive level by the CRO, who
reports to our CEO, with input from relevant teams and functions. Further, as noted above the MRC reviews climate related
risks, such as adverse weather patterns, current or emerging regulations, reputational hazards, and other sources which are
included in this process. The results of these assessments are distributed throughout the executive leadership team and to the
Board, and provided to key stakeholders in annual risk reports. In recent years, new climate risk factors were incorporated into
the MRC's assessment process. These data points are in addition to dozens of other sustainability-related factors that are
assessed by the MRC and communicated to the ERMC.
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Metrics and Targets
2023 Bunge Annual Report
When setting public commitments, particularly quantifiable targets on GHG emissions and related measures, Bunge’s
leadership and employees regularly engage with stakeholders, review market and consumer trends, and consider business risks
and opportunities. Where feasible, Bunge also engages in sector-wide discussions to align with value chain partners so that
metrics and targets are aligned for maximum impact and transformation.
Bunge established Science Based Targets ("SBTs") in 2021, which were verified by the SBTi and cover absolute
reductions in GHG emissions across all three Scopes. From a 2020 baseline to a 2030 deadline, the targets call for:
•
•
Scopes 1 & 2 - Absolute reduction of 25%
Scope 3 - Absolute reduction of 12.3%
Due to the nature of Bunge’s business and operations, the vast majority of GHG emissions are found within the value
chain (Scope 3), particularly upstream sources. Therefore, a substantial portion of Bunge’s emissions reduction will be achieved
by meeting the Company’s 2025 non-deforestation commitment. Additional emissions reduction activities to meet the SBTs
include enhancements to the Company’s plants, procurement of zero- or low-carbon electricity sources, and the uptake of
certified products and regenerative farming practices.
Additional metrics and targets include intensity reductions by 2026 from a 2016 baseline for water (10% overall and 25%
for facilities located in areas of high water stress), waste (10% disposal), and energy (10% consumption).
Human Capital Resources
As of December 31, 2023, we employed approximately 23,000 people. Many of our employees are represented by labor
unions and their employment is governed by collective bargaining agreements. In general, we consider our employee relations
to be good.
Our People
We care about our people. We listen, empower, develop and reward them with the goal of driving high levels of
engagement and commitment to Bunge. From hiring the best talent to inclusion and belonging initiatives, career development,
total employee rewards, and wellness, Bunge strives to create programs and resources that enhance our workplace environment.
Region
South America
EMEA (Europe, Middle East, Africa)
North America
Asia
Talent Acquisition
% of Total Headcount
37 %
27 %
19 %
17 %
At Bunge, we aim to attract the best talent to ensure a sustainable pipeline of talent needed for today and in the future. We
continue to focus on diversity of external hires to meet our overall workforce composition targets, using tools and partnerships
to enable a diverse and competitive candidate pool.
Inclusion & Belonging
We value inclusion and respect the unique viewpoints our employees bring to make Bunge a dynamic and innovative
company. As a global organization, we have a workforce with a wide variety of skill sets and backgrounds critical to meeting
the changing needs of a growing world. Strongly guided by our values, the expertise of our teams is a competitive advantage in
connecting with thousands of people around the globe to serve our purpose to deliver essential food, feed, and fuel. We are
committed to supporting our communities and strengthening our efforts to ensure our workforce, programs, and practices
enhance our culture of belonging.
Career & Development
We focus on training and development that helps employees develop the skills they need both today and in the future.
One of the greatest drivers of growth for our people is their own initiative and sense of career ownership. We encourage
employees to create individual development plans and provide employees access to apply for internal career opportunities that
match their interests and skills.
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Safety
2023 Bunge Annual Report
Our care and concern for people and their families is rooted in always Doing What's Right when it comes to safety. We
believe everyone has the right to a safe work environment. Our approach focuses on incident prevention and mitigation, and we
are committed to learning and improving through demonstrated safety leadership at all levels.
Available Information
Our website address is www.bunge.com. Through the "Investors: Financial Information: SEC Filings" section of our
website, it is possible to access our periodic report filings with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act,
including our Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any
amendments to those reports. Also, filings made pursuant to Section 16 of the Exchange Act with the SEC by our executive
officers, directors, and other reporting persons with respect to our shares are made available through our website. Our periodic
reports and amendments, and the Section 16 filings, are available through our website free of charge as soon as reasonably
practicable after such report, amendment or filing is electronically filed with or furnished to the SEC.
Through the "Investors: Corporate Governance: Governance Documents" section of our website, it is also possible to
access copies of the charters for our Audit Committee, Human Resources and Compensation Committee, Corporate
Governance and Nominations Committee, Sustainability and Corporate Responsibility Committee, and Enterprise Risk
Management Committee, as well as our Corporate Governance Guidelines and Code of Conduct. Each of these documents is
made available free of charge.
The foregoing information regarding our website and its content is for your convenience only. The information contained
in or connected to our website is not deemed to be incorporated by reference in this Annual Report or filed with the SEC.
In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information
regarding issuers, where you may obtain a copy of all information we file publicly with the SEC. The SEC website address is
www.sec.gov.
Information About Our Executive Officers and Key Employees
Set forth below is certain information concerning the executive officers and key employees of the company.
Name
Gregory Heckman
Aaron Buettner
Robert Coviello
Christos Dimopoulos
Julio Garros
Debra King
Pierre Mauger
John Neppl
Joseph Podwika
Kellie Sears
Robert Wagner
Position
Chief Executive Officer
President, Food Solutions
Chief Sustainability Officer and Government Affairs
Co-President, Agribusiness
Co-President, Agribusiness
Chief Technology Officer
Chief Transformation Officer
Chief Financial Officer
Chief Legal Officer and Assistant Secretary
Chief Human Resources Officer
Chief Risk Officer
Ruth Ann Wisener
Vice President, Investor Relations
Gregory Heckman, 61-Mr. Heckman has served as Chief Executive Officer since January 2019 and as a member of our
Board since October 2018. Mr. Heckman has over 30 years of experience in the agriculture, energy and food processing
industries. He is the founding partner of Flatwater Partners and served as Chief Executive Officer of The Gavilon Group from
2008 to 2015. Prior to Gavilon, he served as Chief Operating Officer of ConAgra Foods Commercial Products and President
and Chief Operating Officer of ConAgra Trade Group. Mr. Heckman serves on the board of the Federal Reserve Bank of St.
Louis and as a non-executive director on the board of OCI N.V., a global producer of fertilizer and chemicals. In addition, he
serves on the Board Advisory Council of the New York Stock Exchange.
Aaron Buettner, 50-Mr. Buettner has served as President, Food Solutions since January 1, 2022. Prior to that, he was
President, Bunge Loders Croklaan, of the Company's fats and specialty oils business. Mr. Buettner joined Bunge in September
2015 serving as Vice President, Global Oils. Prior to joining Bunge, Mr. Buettner worked at Cargill for 19 years in a variety of
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2023 Bunge Annual Report
commercial, finance and general management leadership roles in the United States, Russia and Asia-Pacific refined oils
businesses.
Robert Coviello, 55-Mr. Coviello has served as Chief Sustainability Officer and Government Affairs since May 2019.
Mr. Coviello joined Bunge in 2003 and has held a variety of commercial leadership positions in Asia, Europe and the U.S. Prior
to joining Bunge, Mr. Coviello served in trading roles at Cargill in the U.S. Mr. Coviello also serves on the Board of Directors
of Lamb Weston, a New York Stock Exchange company.
Christos Dimopoulos, 50-Mr. Dimopoulos has served as Co-President, Agribusiness since May 2022. Prior to that, he
was President, Global Supply Chains. Mr. Dimopoulos joined Bunge in 2004 as a grain trader and subsequently held a variety
of roles of increasing responsibility in the Agribusiness Segment. Prior to Bunge, Mr. Dimopoulos held roles in Europe and the
United States with Tradigrain and Intrade Risk Management.
Julio Garros, 48-Mr. Garros has served as Co-President, Agribusiness since May 2022. Prior to that, he was President,
Agribusiness Development, Operations and Milling. Mr. Garros joined Bunge in 2002 as a Financial Analyst in Argentina and
subsequently held a variety of roles of increasing responsibility across finance, commercial and business development in
Argentina and Brazil. Prior to joining Bunge, Mr. Garros worked for PriceWaterhouseCoopers and as an auditor for Argentina’s
Foreign Affairs Office.
Debra King, 52-Ms. King has served as Chief Technology Officer since joining Bunge in December 2022. Prior to
joining Bunge, Ms. King served as Chief Information Officer at Corteva from 2017 to 2021, where she led the IT spin from
DowDuPont, built a technology foundation for the new company and founded the enterprise digital transformation program.
Previously, she spent 15 years at Pfizer in a range of IT leadership roles across business domains, managing IT organizations
and operations at scale, and leading numerous global transformation programs. She started her career in technology consulting
before moving into corporate roles.
Pierre Mauger, 51-Mr. Mauger has served as Chief Transformation Officer since May 2019. He joined Bunge in 2013 as
Chief Development Officer. Prior to Bunge, Mr. Mauger was a partner at McKinsey & Company, where he led the firm's
agriculture service line in Europe, the Middle East and Africa from 2009 to 2013. Prior to that, he served as a partner in the
firm's consumer goods practice and previously worked as an auditor at Nestlé and KPMG.
John Neppl, 58-Mr. Neppl has served as Chief Financial Officer since joining Bunge in May 2019. He joined Bunge from
Green Plains Inc., where he served as Chief Financial Officer. Prior to Green Plains, Mr. Neppl served as Chief Financial
Officer of The Gavilon Group, LLC, an agriculture and energy commodities management firm with an extensive global
footprint. Mr. Neppl held senior financial management positions at ConAgra Foods, Inc., including Senior Financial Officer of
ConAgra Trade Group and Commercial Products division as well as Assistant Corporate Controller. Prior to ConAgra, Mr.
Neppl was Corporate Controller at Guarantee Life Companies. He began his career as an auditor with Deloitte & Touche. He is
a member of the Creighton University Heider College of Business Dean’s Advisory Board and also serves on the Advisory
Board of Adams Land & Cattle. Mr. Neppl earned his Bachelor of Science degree in business administration with a major in
accounting from Creighton University in Omaha, Nebraska. He is also a certified public accountant (inactive status).
Joseph Podwika, 61-Mr. Podwika has served as Chief Legal Officer since joining Bunge in November 2019. Mr.
Podwika joined Bunge from Nutrien Ltd. where he was Executive Vice President and Chief Legal Officer. He was previously
Senior Vice President, General Counsel and Secretary with PotashCorp. Before joining PotashCorp, Mr. Podwika worked in the
legal department of International Paper Company and was in private practice with Jaeckle, Fleischmann & Mugel.
Kellie Sears, 54-Ms. Sears has served as Chief Human Resources Officer since joining Bunge in January 2023. Ms. Sears
joined Bunge from BeautyHealth where she served as Chief Human Resources Officer from January 2022 until her departure.
Prior to working at BeautyHealth, she was Chief Human Resources Officer with Asklepios BioPharmaceutical, Inc. from 2020
to 2022. Prior to that, she worked at Allergan in increasing roles of responsibility from 2012 to 2020 serving as Senior Vice
President and Chief Human Resources Officer from 2019 until her departure in 2020. Prior to that, she worked at Pfizer from
1999 to 2012 in a number of leadership roles including serving as Senior Director of Global HR Shared Services where she was
responsible for the strategy, design and implementation of a shared services model.
Robert Wagner, 46-Mr. Wagner has served as Chief Risk Officer since joining Bunge in June 2019. Prior to joining
Bunge, Mr. Wagner was Chief Risk Officer at Tricon International, Ltd. Prior to Tricon, he was Group Chief Risk Officer at
COFCO Agri Ltd in Geneva, Switzerland. Prior to COFCO, he was Chief Risk Officer for The Gavilon Group, LLC, where he
was member of the firm’s Executive Committee and had responsibility for both the market risk management and credit
departments.
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Ruth Ann Wisener, 58-Ms. Wisener has served as Vice President of Investor Relations since joining Bunge in March
2019. Prior to joining Bunge, Ms. Wisener worked in leadership positions in a variety of legal, finance, and commercial roles at
Tyson Foods and ADM, among others.
2023 Bunge Annual Report
Item 1A. Risk Factors
Risk Factors
Our business, results of operations, cash flow, financial condition or prospects could be materially adversely affected by
any of the risks and uncertainties described below. Additional risks not presently known to us, or that we currently deem
immaterial, may also impair our financial condition and business operations. See "Cautionary Statement Regarding Forward
Looking Statements."
Risks Relating to Our Business and Industries
Adverse weather conditions, including as a result of climate change, may adversely affect the availability, quality and
price of agricultural commodities and agricultural commodity products, as well as our operations, supply chains, and
operating results.
Adverse weather conditions have historically caused volatility in the agricultural commodity industry and consequently in
our operating results by causing crop failures or significantly reduced harvests, which may affect the supply and pricing of the
agricultural commodities that we sell and use in our business, reduce demand for our fertilizer products, and negatively affect
the creditworthiness of agricultural producers who do business with us.
Severe adverse weather conditions, such as hurricanes and severe storms, may also result in extensive property damage,
extended business interruption, personal injuries, and other loss and damage to us. Our operations also rely on dependable and
efficient transportation services, including transportation by ocean vessel, river barges, rail, and truck. A disruption in
transportation services as a result of weather conditions, such as low river levels following periods of drought, may also have a
significant adverse impact on our operations and related supply chains.
Additionally, the potential physical impacts of climate change are uncertain and may vary by region. These potential
effects could include changes in rainfall patterns, water shortages, changing sea levels, changing storm patterns and intensities,
shifts in agricultural production areas, changing temperature levels, increased frequency or severity of extreme weather events,
and climatic volatility. The frequency and severity of the effects of climate change or weather patterns could increase and
adversely impact our business operations, the location, costs and competitiveness of global agricultural commodity production
and related storage and processing facilities, as well as the supply and demand for agricultural commodities, and may result in
incidents of stranded physical assets. These effects could be material to our results of operations, liquidity or capital resources.
The ongoing war between Russia and Ukraine may adversely affect our business, financial condition or results of
operations.
We maintain operations in Ukraine. Ukraine forms part of a key international grain originating region and is also the
world’s largest supplier of sunflower seed and sunflower oil, commodities that cannot be completely replaced from other
origins. On February 24, 2022, Russia initiated a military offensive in Ukraine. Bunge’s Ukrainian operations comprise two
oilseed crushing facilities, located in Mykolaiv and Dnipropetrovsk, a grain export terminal in the Mykolaiv commercial
seaport, numerous grain elevators, and an office in Kiev. The Company also operates a corn milling facility in Ukraine via a
joint venture. Assets and operations located in regions affected by the war are at a heightened risk of property damage,
inventory loss, business disruption, and expropriation. On July 17, 2023, an agreement allowing the safe export of grain from
three Ukrainian ports (Pivdennyi/Yuzhnvi, Odesa, and Chornomorsk; the “POC corridor”) on the Black Sea expired. Following
the termination of the POC corridor agreement, Russian attacks on key Ukrainian export infrastructure locations intensified. As
of the date of this Annual Report, the termination of the POC corridor agreement and recent Russian attacks on key export
infrastructure have not significantly impacted Bunge’s results of operations in Ukraine as alternative routes to export product
are being effectively utilized, however, in the event Bunge is unable to utilize alternative routes effectively, Bunge’s results of
operations in Ukraine may be adversely affected. Further, no material damage has been noted at any of Bunge’s Ukrainian
facilities, however, due to safety concerns, it is not always possible to conduct onsite physical inspections of our Ukrainian
facilities to understand the full extent of the impact of the war. As of December 31, 2023, total assets and total liabilities
associated with Bunge's Ukrainian subsidiaries each comprise less than 3% of our consolidated Total assets and Total liabilities,
respectively.
Our Ukrainian operations employ approximately 1,000 employees. While as of the date of this Annual Report some of
our Ukrainian employees have been forced to relocate to other areas within Ukraine or to other countries, our workforce
remains largely intact. The ongoing war could cause harm to our employees and otherwise impair their ability to work for
extended periods of time, which could have a material adverse effect on our operations. Disruption to the power grid,
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transportation routes, telecommunications systems, banks, and other critical infrastructure necessary to conduct business in
Ukraine could also severely impair our Ukrainian operations. The scope, intensity, duration and outcome of the ongoing war is
uncertain, and the continuation or escalation of the war may have a material adverse effect on Bunge’s assets, operations and
financial condition.
In response to the war, the United States, other NATO member states, as well as non-NATO member states, have
announced targeted economic sanctions on Russia and Belarus, certain Russian and Belarusian citizens, and Russian and
Belarusian enterprises. Any escalation of the war may trigger additional economic and other sanctions. On September 16, 2022,
Bunge signed an agreement to sell its remaining Russian operations, primarily comprising an oilseed crushing and refining
facility in Voronezh, southwest Russia, to Karen Vanetsyan. On February 3, 2023, the transaction closed in accordance with the
terms of the agreement and the sale was completed. As of the completion of the sale, Bunge no longer maintains operations in
Russia.
In addition, the risk of cybersecurity incidents has increased in connection with the ongoing war, driven by justifications
such as retaliation for the sanctions imposed in conjunction with the war, or in response to certain companies' continued
operations in Russia. See "— Our information technology systems, processes and sites may suffer interruptions, security
breaches or failures that may adversely affect our ability to conduct our business."
Although we insure ourselves against many types of risks, including certain risks associated with the ongoing war, our
level of insurance may not cover all losses we could incur. There could be a material adverse effect on our business, results of
operations and financial condition if we are not able to adequately insure against the possible exposure we could experience as a
result of the war. To the extent the current war adversely affects our business, it may also have the effect of heightening many
other risks disclosed in this Item 1A, any of which could materially and adversely affect our business and results of operations.
Due to the continuously evolving nature of the war, the potential impact that the war could have on these risk factors, and others
that cannot yet be identified, remains uncertain. Even if the war moderates, or a resolution between Ukraine and Russia is
reached, we expect that we will continue to experience ongoing financial and operational impacts resulting from the war for the
foreseeable future as Ukraine rebuilds its economy and infrastructure.
We are subject to fluctuations in agricultural commodity and other raw material prices, energy prices, and other
factors outside of our control that could adversely affect our operating results.
Prices for agricultural commodities and their by-products, including, among others, soybeans, corn, wheat, sugar and
ethanol, like those of other commodities, are often volatile and sensitive to local and international changes in supply and
demand caused by factors outside of our control, including farmer planting and selling decisions, currency fluctuations,
inflation, government agriculture programs and policies, pandemics (such as the COVID-19 pandemic), governmental
restrictions or mandates, global inventory levels, demand for biofuels, weather and crop conditions, and demand for and supply
of competing commodities and substitutes. These factors may cause volatility in our operating results.
Additionally, our operating costs and the selling prices of certain of our products are sensitive to changes in energy
prices. Our industrial operations utilize significant amounts of electricity, natural gas and coal, and our transportation operations
are dependent upon diesel fuel and other petroleum-based products. Significant increases in the cost of these items, including as
a result of the Ukraine-Russia war, and currency fluctuations could adversely affect our operating costs and results. We also sell
certain biofuel products, such as ethanol, renewable diesel, and biodiesel, which are closely related to, or may be substituted for,
petroleum products. As a result, the selling prices of ethanol, renewable diesel, and biodiesel can be impacted by the selling
prices of oil, gasoline and diesel fuel. In turn, the selling prices of the agricultural commodities and commodity products that
we sell, such as corn and vegetable oils that are used as feedstocks for biofuels, are also sensitive to changes in the market price
for biofuels, and consequently world petroleum prices. Prices for petroleum products and biofuels are affected by market and
geopolitical factors and government fuel policies, over which we have no control. Lower prices for oil, gasoline or diesel fuel
could result in decreased selling prices for ethanol, renewable diesel, biodiesel and their raw materials, which could adversely
affect our revenues and operating results.
Our business is seasonal, and our results may fluctuate depending on the harvest cycle of the crops upon which we rely and
seasonal fluctuations related to the sale of our consumer products.
As with any agricultural business enterprise, our business operations are seasonal in nature. For example, in our
Agribusiness segment, while there is a degree of seasonality in the growing season and procurement of our principal raw
materials, such as oilseeds and grains, we typically do not experience material fluctuations in volume between the first and
second half of the year since we are geographically diversified between the northern and southern hemispheres. However, the
first quarter of the year has generally been our weakest in terms of financial results due to the timing of the North and South
American oilseed harvests, as the North American oilseed harvest peaks in the third and fourth quarters, while the South
American harvest peaks in the second quarter. This creates price fluctuations, which result in fluctuations in our inventories and
a degree of seasonality in our gross profit. In addition, certain of our consumer food products are influenced by holidays and
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other annual events. Seasonality could have a material adverse effect on our business and financial performance. In addition,
our quarterly results may vary as a result of the effects of fluctuations in commodities prices, production yields and costs.
We face intense competition in each of our businesses.
We face significant competition in each of our businesses and we have numerous competitors, some of which are larger,
more diversified and have greater financial resources than we have. Additionally, in recent years we have experienced regional
Agribusiness competitors entering new geographies where previously they did not compete with us, and certain customers
seeking to procure certain commodities directly rather than through historical suppliers such as us. Furthermore, in conjunction
with the recent increase in demand for renewable biodiesel feedstocks, we have experienced added competition for refining
capacity from traditional petroleum companies. As many of the products we sell are global commodities, the markets for our
products are highly price competitive, and in many cases also sensitive to product substitution. Additionally, the geographic
location of assets can competitively advantage or disadvantage us with respect to our competitors in certain regions. We also
face competition from changing technologies and shifting industry practices, such as increased on-farm crop storage in several
regions, which allows producers to retain commodities for extended periods and increase price pressure on purchasers such as
us. To compete effectively, we must continuously focus on improving efficiency in our production and distribution operations,
including through business optimization initiatives, developing and offering products that meet customer needs, optimizing our
geographic presence in key markets, developing and maintaining appropriate market share and customer relationships,
supporting socially responsible and sustainable corporate and business practices, and promoting our environmental stewardship.
We also compete for talent in our industries, particularly commercial personnel. Competition could cause us to lose market
share and talented employees, exit certain lines of business, increase marketing or other expenditures, increase our raw material
costs or reduce pricing, each of which could have an adverse effect on our business and profitability.
We are vulnerable to the effects of supply and demand imbalances in our industries.
Historically, the market for some agricultural commodities and fertilizer products has been cyclical, with periods of high
demand and capacity utilization stimulating new plant investment and the addition of incremental processing or production
capacity by industry participants to meet the demand. The timing and extent of this expansion may then produce excess supply
conditions in the market, which, until the supply/demand balance is again restored, negatively impacts product prices and
operating results. During times of reduced market demand, we may suspend or reduce production at some of our facilities. The
extent to which we efficiently manage available capacity at our facilities will affect our profitability, including the profitability
of our Bunge Chevron Ag Renewables joint venture ("Bunge Chevron JV"). The business and financial performance of the
Bunge Chevron JV may be adversely affected if there is a significant decrease in demand for renewable diesel. We also expect
the results from our equity investment in the BP Bunge Bioenergia joint venture to be impacted by any potential shortage of, or
increasing costs for, sugarcane which is the principal raw material used in the production of ethanol and sugar.
We are subject to global and regional economic downturns and related risks.
The level of demand for our products is affected by global and regional demographic and macroeconomic conditions,
including population growth rates and changes in standards of living. A significant downturn in global economic growth, or
recessionary conditions in major geographic regions, may lead to reduced demand for agricultural commodities and food
products, which could adversely affect our business and results of operations. Further, deteriorating economic and political
conditions in our major markets, such as inflation, increased unemployment, decreases in disposable income, declines in
consumer confidence, uncertainty about economic stability, or economic slowdowns or recessions, could cause a decrease in
demand for our products.
Additionally, weak global economic conditions and adverse conditions in global financial and capital markets, including
rising interest rates and constraints on the availability of credit, have in the past adversely affected, and may in the future
adversely affect, the financial condition and creditworthiness of the financial institutions that serve as our lenders and as
counterparties to the over-the-counter derivative instruments we use to manage risks and some of our customers, suppliers, and
other counterparties, which in turn may negatively impact our financial condition and results of operations. Over the course of
the last year, concerns have arisen with respect to the financial condition of a number of regional banking organizations in the
United States and global financial institutions. Although our exposure has been de minimis to these financial institutions, we
continue to monitor our counterparty exposure across all of the financial services companies with which we conduct business.
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 7A.
Quantitative and Qualitative Disclosures About Market Risk” for more information.
In 2023, certain of our raw material input costs increased materially and at a rapid rate. We expect the pressures of input
cost inflation to continue into 2024. Further the United States has reported and is continuing to report weaker GDP growth, with
some economists forecasting a continuation of these conditions in 2024. Brazil is experiencing a slowing GDP growth rate
coupled with relatively high interest rates, which may result in an uncertain economic and political environment that could in
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turn lead to reduced demand for our refined and specialty oils and milling products in the country. Argentina has experienced
hyperinflation, high fiscal deficit and negative GDP growth in recent quarters, and faces additional uncertainty in connection
with the newly-elected President's anticipated economic and monetary policies. Additionally, a slowdown in China's economy
over a prolonged period, including as a result of population decline, real estate crisis and other factors, could lead to reduced
global demand for agricultural commodities. To the extent that such economic and political conditions negatively impact
consumer and business confidence and consumption patterns or volumes, our business and results of operations could be
significantly and adversely affected.
We are subject to economic, political, and other risks of doing business globally and in emerging markets.
We are a global business with a substantial majority of our assets and operations located outside the United States. In
addition, our business strategies may involve expanding or developing our business in emerging market regions, including
Eastern Europe, Asia-Pacific, the Middle East, and Africa. Due to the international nature of our business, we are exposed to
various risks of international operations, including:
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adverse trade policies or trade barriers on agricultural commodities and commodity products;
new and developing requirements related to GHG emissions and other climate change initiatives and workforce
diversity and inclusion mandates;
inflation, hyperinflation, and adverse economic effects resulting from governmental attempts to control
inflation, such as the imposition of wage and price controls and higher interest rates. For example, inflation
rates in many countries in which we operate are currently at the highest levels in decades, resulting in tighter
monetary policies, including higher interest rates;
changes in laws and regulations or their interpretation or enforcement in the countries in which we operate, including
the effects of complying with Swiss tax law on us and our shareholders;
difficulties in enforcing agreements or judgments and collecting receivables in foreign jurisdictions;
exchange controls or other currency restrictions and limitations on the movement of funds, such as on the
remittance of dividends by subsidiaries, most notably in Ukraine, Egypt, and Argentina;
inadequate infrastructure and logistics challenges;
sovereign risk and the risk of government intervention, including through expropriation, or regulation of the economy
or natural resources, including restrictions on foreign ownership of land or other assets;
the requirement to comply with a wide variety of laws and regulations that apply to international operations,
including, without limitation, economic sanctions regulations, labor laws, import and export regulations, anti-
corruption and anti-bribery laws, as well as other laws or regulations discussed in this "Item 1A. Risk Factors"
section;
challenges in maintaining an effective internal control environment with operations in multiple international
locations, including language differences, varying levels of U.S. GAAP expertise in international locations and
multiple financial information systems;
changes in a country’s or region’s economic or political condition; and
labor disruptions, civil unrest, significant political instability, coup attempts, wars or other armed conflict or acts of
terrorism. See "—The ongoing war between Russia and Ukraine may adversely affect our business, financial
condition or results of operations."
These risks could adversely affect our operations, business strategies, and operating results.
As a result of our international operations, we are also exposed to currency exchange rate fluctuations. Changes in
exchange rates between the U.S. dollar and other foreign currencies, particularly the Brazilian real, Canadian dollar, the euro,
and Chinese yuan/renminbi affect our revenues and expenses that are denominated in local currencies, affect farm economics in
those regions and may also have a negative impact on the value of our assets located outside of the United States.
Additionally, there continues to be a great deal of uncertainty regarding U.S. and global trade policies for companies with
multinational operations like ours. In recent years, there has been an increase in populism and nationalism in various countries
around the world and consequently historical free trade principles are being challenged. As we continue to operate our business
globally, our success will depend, in part, on the nature and extent of any such changes and how well we are able to anticipate,
respond to and effectively manage any such changes.
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Government policies and regulations affecting the agricultural sector and related industries could adversely affect our
operations and profitability.
Agricultural commodity production and trade flows are significantly affected by government policies and regulations.
Governmental policies affecting the agricultural industry, such as taxes (including "windfall profits" taxes), tariffs, duties,
subsidies, import and export restrictions, price controls on agricultural commodities, and energy policies (including biofuels
mandates), can influence industry profitability, the planting of certain crops versus other uses of agricultural resources, the
location and size of crop production, whether unprocessed or processed commodity products are traded, and the volume and
types of imports and exports. Additionally, regulation of financial markets and instruments in the United States and
internationally may create uncertainty as these laws are adopted and implemented and may impose significant additional risks
and costs that could impact our risk management practices. Further, increases in food and fertilizer prices have in the past
resulted in increased scrutiny of our industries under antitrust and competition laws in various jurisdictions and increase the risk
that these laws could be interpreted, administered or enforced in a manner that could affect our operations or impose liabilities
on us that could have a material adverse effect on our operating results and financial condition. Future governmental policies,
regulations or actions impacting our industries may adversely affect the supply of, demand for, and prices of our products,
restrict our ability to do business in existing and target markets, or engage in risk management activities and otherwise cause
our financial results to suffer.
Finally, international trade disputes can adversely affect agricultural commodity trade flows by limiting or disrupting
trade between countries or regions, particularly disputes involving the United States and China. This has in the past led, and
can in the future lead, to significant volatility in commodity prices, disruptions in historical trade flows and shifts in planting
patterns in the United States and South America, which have presented challenges and uncertainties for our business. We
cannot predict the impacts that future trade policy or the terms of any negotiated trade agreements could have on our
business and operations.
We may not realize the anticipated benefits of acquisitions, divestitures or joint ventures.
We have been an active acquirer of other companies, including our pending acquisition of Viterra. We also have joint
ventures with several partners, including the BP Bunge Bioenergia joint venture related to our sugar and ethanol business in
Brazil and the Bunge Chevron JV for manufacturing low lifecycle carbon intensity transportation fuels. Part of our strategy
involves acquisitions, alliances and joint ventures designed to expand or optimize our portfolio of businesses. Our ability to
benefit from acquisitions, joint ventures, and alliances depends on many factors, including our ability to identify suitable
prospects, access funding sources on acceptable terms, negotiate favorable transaction terms, and successfully consummate and
integrate any businesses we acquire. In addition, we proactively review our portfolio of businesses in order to identify
opportunities to enhance shareholder value and may decide as a result of such reviews or otherwise, from time to time, to divest
certain of our assets or businesses by selling them or entering into joint ventures. Our ability to successfully complete a
divestiture will depend on, among other things, our ability to identify buyers that are prepared to acquire such assets or
businesses on acceptable terms and to adjust and optimize our retained businesses following the divestiture.
Our acquisition, joint venture, or divestiture activities may involve unanticipated delays, costs, and other problems. If we
encounter unexpected problems with acquisitions, joint ventures, or divestitures, our senior management may be required to
divert attention away from other aspects of our businesses to address these problems. Additionally, we may fail to consummate
proposed acquisitions, joint ventures or divestitures, after incurring expenses and devoting substantial resources, including
management time, to such transactions.
Acquisitions also pose the risk that we may be exposed to successor liability relating to actions by an acquired company
and its management before the acquisition. The due diligence we conduct in connection with an acquisition, the controls and
policies we implement at acquired companies, and any contractual guarantees or indemnities that we receive from the sellers of
acquired companies, may not be sufficient to protect us from, or compensate us for, actual liabilities. A material liability
associated with an acquisition could adversely affect our reputation and results of operations and reduce the benefits of the
acquisition. Additionally, acquisitions involve other risks, such as differing levels of management and internal control
effectiveness at the acquired entities, systems integration risks, the risk of impairment charges relating to goodwill and
intangible assets recorded in connection with acquisitions, the risk of significant accounting charges and expenses resulting
from the completion and integration of a sizable acquisition, the need to fund increased capital expenditures and working capital
requirements, our ability to retain and motivate employees of acquired entities, compliance and reputational risks and other
unanticipated problems and liabilities. See the risk factors under the sections entitled “Risks Relating to the Acquisition” and
“Risks Relating to the Combined Company” under this Item 1A for additional discussions on our pending acquisition of
Viterra.
Divestitures may also expose us to potential liabilities or claims for indemnification, as we may be required to retain
certain liabilities or indemnify buyers for certain matters, including legal, environmental, or litigation matters associated with
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the assets or businesses that we sell. For example, in connection with the sale of our Russian operations in 2023, we were
required to indemnify the buyer against certain existing legal claims related to the business. The magnitude of any such retained
liability or indemnification obligation may be difficult to quantify at the time of the transaction and its cost to us could
ultimately exceed the proceeds we receive for the divested assets or businesses. Divestitures also have other inherent risks,
including possible delays in closing transactions (including potential difficulties in obtaining regulatory approvals), the risk of
lower-than-expected sales proceeds for the divested businesses and unexpected costs or other difficulties associated with the
separation of the businesses to be sold from our information technology systems and other management processes, including the
loss of key personnel. Further, expected cost savings or other anticipated efficiencies or benefits from divestitures may also be
difficult to achieve or maximize.
Additionally, we have several joint ventures and investments in which we have limited control over governance, financial
reporting, and operations. As a result, we face certain operating, financial, and other risks relating to these investments,
including risks related to the financial strength of our joint venture partners or their willingness to provide adequate funding for
the joint venture, having differing objectives from our partners, the inability to implement some actions with respect to the joint
venture's activities that we may believe are favorable if the joint venture partner does not agree, compliance risks relating to
actions of the joint venture or our partners, and the risk that we will be unable to effectively work with or resolve disputes with
the joint venture partner. As a result, these investments may contribute significantly less than anticipated to our earnings and
cash flows.
We are subject to industry and other risks that could adversely affect our reputation and financial results.
We are subject to food and feed industry risks which include, but are not limited to, spoilage, contamination, tampering or
other adulteration of products, product liability claims, and recalls. We are also subject to shifts in customer and consumer
preferences, and concerns regarding the outbreak of disease associated with livestock and poultry, including avian or swine
influenza. Also, increasing focus on climate change, deforestation, water, animal welfare and human rights concerns, and other
risks associated with the global food system may lead to increased activism focusing on food companies and their suppliers,
governmental intervention and consumer responses. These risks could adversely affect our, or our suppliers’, reputations and
businesses and our ability to procure the materials we need to operate our business.
As a company whose products comprise staple food and feed products sold globally, as well as ingredients included in
trusted food brands of our customers, maintaining a good corporate reputation is critical to our continued success. Reputational
value is based in large part on perceptions, which can shift rapidly in response to negative incidents. The failure or alleged
failure to maintain high standards for quality, safety, integrity, environmental sustainability and social responsibility, including
with respect to raw materials and services obtained from suppliers, even if untrue, may result in tangible effects, such as
reduced demand for our products, disruptions to our operations, increased costs and a loss of market share to competitors. Our
reputation and results of operations could also be adversely impacted by changing consumer preferences and perceptions
relating to some of the products we sell, such as with regard to the quantity and type of fats, sugars, and grains consumed, as
well as concerns regarding genetically modified crops. Failure to anticipate, adapt or respond effectively to these trends or
issues may result in material adverse effects on our business, financial condition, and results of operations.
We are subject to numerous laws and regulations globally, which could adversely affect our operating results.
Due to our global business operations, we are required to comply with numerous laws and regulations in the countries in
which we operate. These include general business regulations, such as with respect to taxes, accounting, anti-corruption and fair
competition, trade sanctions, product safety, and environmental matters, as well as those governing the manufacturing,
production, handling, storage, transport, marketing and sale of our products. These include laws and regulations relating to
facility licensing and permitting, food and feed safety, the handling and production of regulated substances, nutritional and
labeling requirements, global trade compliance and other matters. Our operations and those of our suppliers are also subject to
restrictions on land use in certain protected areas, forestry reserve requirements, and limitations on water use. In addition to
liabilities arising out of our current and future operations for which we have ongoing processes to manage compliance with
regulatory obligations, we may be subject to environmental liabilities for past operations at current facilities and in some cases
to liabilities for past operations at facilities that we no longer own or operate. We may also be subject to liabilities for
operations of acquired companies. Our industrial activities can also result in serious accidents that could result in personal
injuries, facility shutdowns, reputational harm to our business and/or the expenditure of significant amounts to remediate safety
issues or repair damaged facilities. We may incur material costs or liabilities to comply with environmental, health and safety
requirements. Any failure to comply with applicable laws and regulations may subject us to substantial fines, administrative
sanctions, criminal penalties, revocations of operating permits and/or shutdowns of our facilities, litigation, and other liabilities,
as well as damage to our reputation.
Due to the international scope of our operations, we are subject to a complex system of import- and export-related laws
and regulations, including U.S. regulations issued by Customs and Border Protection, the Bureau of Industry and Security, the
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Office of Antiboycott Compliance, the Directorate of Defense Trade Controls and Office of Foreign Assets Control, as well as
the counterparts of these agencies in other countries. Any alleged or actual violations may subject us to government scrutiny,
investigation and civil and criminal penalties, and may limit our ability to import or export our products, or to provide services
outside the United States. Furthermore, embargoes and sanctions imposed by the United States and other governments
restricting or prohibiting sales to specific persons or countries or based on product classification may expose us to potential
criminal or civil sanctions. We cannot predict the nature, scope or effect of future regulatory requirements to which our
operations might be subject or in certain locations the manner in which existing laws might be administered or interpreted.
In addition, continued government and public emphasis in countries in which we operate on environmental issues,
including climate change, conservation and natural resource management, have resulted in and could result in new or more
stringent forms of regulatory oversight or other limitations on the agricultural industry, including increased environmental
controls, land-use restrictions affecting us or our suppliers and other conditions that could have a material adverse effect on our
business, reputation, financial condition and results of operations. For example, certain aspects of our business and the larger
food production chain generate carbon emissions. A number of jurisdictions in which we operate have implemented or are in
the process of implementing carbon pricing programs or regulations to reduce GHG emissions, including, but not limited to, the
United States, Canada, Mexico, the European Union and its member states, and China. For example, the Biden Administration
has issued a series of executive orders and regulatory initiatives focused on climate change, including rejoining the Paris
Climate Agreement, pursuant to which the Administration has announced a goal of halving U.S. GHG emissions by 2030. In
addition, the EUDR, which is scheduled to become effective in December 2024, will require companies trading in certain
commodities, including oil palm and soy, as well as products derived from these commodities, to ensure these commodities and
related products do not result from deforestation, forest degradation, or breaches of local laws after December 31, 2020 in order
to sell such products in the European Union. The imposition of regulatory restrictions related to GHG emissions and
conservation in many markets in which we operate, which may include limitations on GHG emissions, national emission
reduction plans, requirements to make additional investments to modify our facilities, equipment and processes, other
restrictions on industrial operations, taxes or fees on GHG emissions, and other measures, could affect land-use decisions, the
cost of agricultural production and the cost and means of processing and transporting our products, which could adversely
affect our business, cash flows, and results of operations. We are also subject to a number of ESG disclosure frameworks, such
as the CSRD in the European Union, the Swiss non-financial reporting requirements and child labor due diligence and
transparency, and the California Climate Accountability Package, and as regulators increasingly focus on climate change and
other sustainability matters, we may become subject to new, more stringent ESG disclosure frameworks, such as the SEC’s
proposed climate disclosure rules. See “Item 1. Business-Government Regulations.”
We are exposed to credit and counterparty risk relating to our customer and supplier counterparties in the ordinary course
of business. In particular, we advance capital and provide other financing arrangements to farmers in Brazil and, as a
result, our business and financial results may be adversely affected if these farmers are unable to repay the capital advanced
to them.
We have various credit terms with customers, and our customers have varying degrees of creditworthiness, which
exposes us to the risk of non-payment or other default under our contracts and other arrangements with them. In the event that
we experience significant defaults on their payment obligations to us, our financial condition, results of operations, or cash
flows could be materially and adversely affected.
In Brazil, where there have been limited third-party financing sources available to farmers, we provide financing to
farmers from whom we purchase soybeans and other agricultural commodities through prepaid commodity purchase contracts
and advances, which are generally intended to be short-term in nature and are typically secured by the farmer's crop and a
mortgage on the farmer's land and other assets to provide a means of repayment in the potential event of crop failure or
shortfall. As of December 31, 2023 and 2022, respectively, we had approximately $825 million and $651 million in outstanding
prepaid commodity purchase contracts, and advances to farmers. We are exposed to the risk that the underlying crop will be
insufficient to satisfy a farmer's obligation under the financing arrangements as a result of weather and crop growing conditions,
and other factors that influence the price, supply and demand for agricultural commodities. In addition, any collateral held by us
as part of these financing transactions may not be sufficient to fully protect us from loss.
We are a capital intensive business and depend on cash provided by our operations as well as access to external financing
to operate and grow our business.
We require significant amounts of capital to operate our business and fund capital expenditures. Our working capital
needs are directly affected by the prices of agricultural commodities, with increases in commodity prices generally causing
increases in our borrowing levels. We are also required to make substantial capital expenditures to maintain, upgrade, and
expand our extensive network of storage facilities, processing plants, refineries, mills, logistics assets, and other facilities to
keep pace with competitive developments, technological advances and safety and environmental standards. Furthermore, the
expansion of our business and pursuit of acquisitions or other business opportunities may require us to make significant
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investments into our business. Although we are selective with the capital expenditures and other investments we make, we may
not realize the benefits of such capital expenditures and investments in the expected time frame, if at all.
Furthermore, the expansion of our business and pursuit of acquisitions or other business opportunities may require access
to significant amounts of capital. If we are unable to generate sufficient cash flows or raise sufficient external financing on
attractive terms to fund these activities, including as a result of a tightening in the global credit markets, we may be forced to
limit our operations and growth plans, which may adversely impact our competitiveness and, therefore, our results of
operations. At December 31, 2023, Bunge had $5,665 million unused and available committed borrowing capacity comprising
committed revolving credit facilities with a number of financial institutions. At December 31, 2023, our total debt balance is
$4,882 million. Our debt levels could limit our ability to obtain additional financing, limit our flexibility in planning for, or
reacting to, changes in the markets in which we compete, place us at a competitive disadvantage compared to our competitors
that are less leveraged than we are, and require us to dedicate more cash on a relative basis to servicing our debt and less to
developing our business. This may limit our ability to run our business and use our resources in the manner in which we would
like. Furthermore, difficult conditions in global credit or financial markets, including increases in interest rates and diminished
liquidity and credit availability, generally could increase the cost to finance our operations, adversely impact our ability to
refinance maturing debt or the cost or other terms of such refinancing, or adversely affect the financial position of the lenders
with whom we do business, which may reduce our ability to obtain financing for our operations. See "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources."
Access to credit markets and pricing of company debt is also dependent on maintaining appropriate credit ratings, and
one of our financial objectives has been to maintain an investment grade credit rating. While our debt agreements do not have
any credit rating downgrade triggers that would accelerate the maturity of our debt, reductions in our credit ratings would
increase our borrowing costs and, depending on their severity, could impede our ability to obtain credit facilities or access the
capital markets in the future on favorable terms, as well as impair our ability to compete effectively relative to competitors with
higher credit ratings.
Our risk management strategies may not be effective.
Our business is affected by fluctuations in agricultural commodity prices, transportation costs, energy prices, interest
rates, and foreign currency exchange rates. We engage in hedging transactions to manage these risks. However, our exposures
may not always be fully hedged, and our hedging strategies may not be successful in minimizing our exposure to these
fluctuations. In addition, our risk management strategies may seek to position our overall portfolio relative to expected market
movements. While we have implemented a broad range of risk monitoring and control procedures and policies to mitigate
potential losses, they may not in all cases be successful in anticipating a significant risk exposure and protecting us from losses
that have the potential to impair our financial position. See "Item 7A. Quantitative and Qualitative Disclosures About Market
Risk".
The loss of, or a disruption in, our manufacturing and distribution operations or other operations and systems could
adversely affect our business.
We are engaged in manufacturing and distribution activities on a global scale, and our business depends on our ability to
execute and monitor, on a daily basis, a significant number of transactions across numerous markets or geographies. As a result,
we are subject to the risks inherent in such activities, including industrial accidents, environmental events, fires, explosions,
strikes and other labor or industrial disputes, disruptions in logistics or information systems, as well as natural disasters,
pandemics (such as the COVID-19 pandemic), wars (including the Ukraine-Russia war and conflicts in the Middle East), acts
of terrorism, and other external factors over which we have no control.
While we insure ourselves against many of these types of risks in accordance with industry standards, our level of
insurance may not cover all losses. The potential effects of these conditions could have a material adverse effect on our
business, results of operations, and financial condition.
Our information technology systems, processes and sites may suffer interruptions, security breaches or failures that may
adversely affect our ability to conduct our business.
We rely on certain key information technology systems, some of which are dependent on services provided by third
parties, to provide critical data and services for internal and external users, including procurement and inventory management,
transaction processing, financial, commercial and operational data, human resources management, legal and tax compliance,
and other information and processes necessary to operate and manage our business. If we or our third-party service providers do
not respond or perform effectively in connection with a cybersecurity breach or system failure, our business may be impacted.
Increased global cybersecurity vulnerabilities, threats and more sophisticated and targeted cybersecurity attacks pose a
potentially significant risk to the security of our information technology systems, networks and services, as well as the
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confidentiality, availability and integrity of our data and the confidential data of our employees, customers, suppliers and other
third parties that we may hold. Such vulnerabilities include, among other things, social engineering threats and more
sophisticated computer crime, including advanced persistent threats and zero-day vulnerability exploits. We may incur
significant costs in protecting against potential security breaches, cyber-based attacks, or other cybersecurity incidents. We and
our third-party service providers are targeted by malicious actors and expect such incidents to continue and the frequency and
severity of such attacks to increase. While we have implemented cybersecurity and data protection measures, our efforts to
minimize the risks and impacts of cyberattacks and protect our information technology systems may be insufficient and we may
experience significant breaches or other failures or disruptions that could compromise our systems and the information we store
and, ultimately, affect our business operations and results of operations. Additionally, hybrid or remote work arrangements
among our employees and employees of our third-party providers present additional operational risks to our information
technology systems, including, but not limited to, increased risks of cyberattacks and security breaches. We are also exposed to
the risk of insider threat attacks. New technology that could result in greater operational efficiency may further expose our
computer systems to the risk of cyberattacks.
In addition, the risk of cybersecurity incidents, including cyberattacks against the Ukrainian government and other
countries in the region, has increased in connection with the ongoing Ukraine-Russia war, driven by justifications such as
retaliation for the sanctions imposed in conjunction with the war, or in response to certain companies’ continued operations in
Russia. It is possible that these attacks could have collateral effects on additional critical infrastructure and financial institutions
globally. While we no longer have operations in Russia, we do have operations in the region that, along with our operations
globally, could be adversely affected by these attacks, including cyber-based attacks against our information technology
systems, or be at risk to collateral effects of such attacks. While we have taken actions to mitigate such potential risks, the
proliferation of malware from the war into systems unrelated to the war, or cyberattacks against U.S. companies in retaliation
for U.S. sanctions against Russia, or U.S. support of Ukraine, could also adversely affect our operations.
We have implemented security policies, training programs, measures and disaster recovery plans designed to prevent,
detect and mitigate cyber-based attacks, and to protect the security and continuity of our networks and critical systems. We use
encryption and authentication technologies designed to secure the transmission and storage of data and prevent access to
Company and user data or accounts. In addition, we also conduct tests and assessments using independent third parties on a
regular basis. These measures may not adequately prevent adverse events such as breaches or failures from occurring, or
mitigate their severity if they do occur.
If our information technology systems are breached, damaged or fail to function properly due to any number of causes,
such as security breaches or cyber-based attacks, systems implementation difficulties, catastrophic events or power outages, and
our security, contingency disaster recovery, or other risk mitigation plans do not effectively mitigate these occurrences on a
timely basis, we may experience a material disruption in our ability to manage our business operations and produce financial
reports, as well as significant costs and lost business opportunities until they are remediated. Further, our sensitive information
may be compromised and we may suffer representational harm. While we have insurance coverage designed to address certain
aspects of cybersecurity risks in place, such insurance coverage may be insufficient to cover all losses or all types of claims that
may arise, and we cannot be certain that insurance coverage will continue to be available to us on acceptable terms, or at all.
We are also subject to a variety of laws and regulations regarding data privacy, data protection, and data security,
including laws related to the collection, storage, handling, use, disclosure, transfer, and security of personal information. Data
privacy regulations continue to evolve, and non-compliance with such regulations, including as a result of adoption of emerging
technologies, such as artificial intelligence, could subject the Company to legal claims or proceedings, potential regulatory fines
and penalties and damage to our reputation. These factors may adversely impact our business, results of operations, and
financial condition, as well as our competitive position.
Changes in tax laws or exposure to additional tax liabilities could have a material impact on our financial
condition and results of operations.
We are subject to income taxes as well as non-income taxes in various jurisdictions throughout the world. Tax authorities
may disagree with certain positions we have taken and assess additional taxes, along with interest and penalties. We regularly
assess the likely outcomes of these audits and assessments in order to assess the appropriateness of our tax assets and liabilities.
However, the calculation of such liabilities involves significant judgment in the interpretation of complex tax regulations in
many jurisdictions. Therefore, any dispute with a taxing authority may result in a payment or outcome that is significantly
different from current estimates. There can be no assurance that we will accurately predict the outcomes of these audits and the
actual outcomes of these audits could have a material impact on our consolidated earnings and financial condition in the periods
in which they are recognized.
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Additionally, changes in tax laws could materially impact our effective tax rate and the monetization of recoverable tax
assets (indirect tax credits). For example, the Organization for Economic Cooperation and Development ("OECD") Base
Erosion and Profit Shifting ("BEPS") initiative, which is supported by governments of certain major countries and jurisdictions,
seeks to, among other things, ensure large multinational companies, like Bunge, pay a minimum level of tax on the income
arising in each of the jurisdictions where they operate, could adversely impact our effective tax rate. We do not expect the
impact of BEPS to have a material impact on our effective tax rate in 2024. Furthermore, the ongoing efforts in corporate tax
transparency by the OECD and a number of countries has resulted in additional mandatory disclosures, which will likely cause
additional scrutiny of the Company's tax positions and potentially increased tax assessments. Additionally, increased grain and
food prices globally have resulted in some jurisdictions as well as activists and social groups calling for a “windfall profits” tax
on agricultural grain traders and producers. So far, only one jurisdiction has implemented such tax on food distributors, which is
set to expire after 2024. While such tax has not had a material impact on Bunge, the imposition of, or increase in, windfall
profit taxes in the markets we operate in could have a material adverse effect on our financial condition and profitability.
Our operations are dependent on a wide array of third parties.
The success of our supply chain relies on the continued performance of a wide array of third parties. Suppliers, vendors,
co-manufacturers, third-party outsourcers, warehousing partners, and transportation providers are among our critical business
partners. Although we take steps to qualify and audit third parties with whom we do business, we cannot guarantee that all third
parties will perform dependably or at all. It is possible that events beyond our control, such as financial issues, operational
failures, labor issues, cybersecurity events, pandemics (such as the COVID-19 pandemic) or other public health issues, or other
systemic issues could impact our unaffiliated third parties. If our third parties fail to deliver on their commitments, introduce
unplanned risk to our operations, such as exposing us to cybersecurity-related compromises, or are unable to fulfill their
obligations, we could experience manufacturing challenges, shipment delays, increased costs, or lost revenue.
Our operations have been and may in the future be adversely impacted as a result of public health crises, pandemics and
epidemics.
Public health crises, pandemics and epidemics, such as the COVID-19 pandemic, could adversely affect our business,
financial condition and results of operations. Any outbreaks of new public health crises, pandemics and epidemics and the
related government responses may adversely affect our operations, facilities, health of our employees and consumers, as well as
general commercial activity related to our supply chain and customer base. The extent to which we may be impacted by future
outbreaks of public health crises, pandemics and epidemics is difficult to predict and will depend on many factors outside of our
control. These factors include the timing, extent, trajectory and duration of any pandemic, the development, availability,
distribution and effectiveness of vaccines and treatments, the imposition of protective public safety measures, and the impact of
the pandemic on the global economy. To the extent any public health crisis, pandemic or epidemic adversely affects our
business, results of operations, financial condition and share price, it may also have the effect of heightening many of the other
risks described in this Item 1A.
We are dependent on our executive management and other key personnel.
Our success depends on our executive management team and other key personnel with skills upon which our business
depends, and our ability to effectively identify, attract, retain, and motivate high quality employees, and replace those who retire
or resign. We believe that we have an experienced and highly qualified executive management team, and the loss of service of
any one or more of these key personnel could have a significant adverse impact on our operations and our future profitability.
Failure to retain and motivate our executive management team and to hire, retain, and develop other important personnel, which
may be particularly challenging given the current dynamics in certain labor markets in which we operate, could generally
impact other levels of our management and operations, as well as our ability to execute our strategies and may adversely affect
our business and results of operations. Furthermore, Swiss law prohibits us from paying certain severance payments to our
executive management, which may impair our ability to recruit for these positions.
Risks Relating to the Registered Shares
The rights of our shareholders are governed by Swiss law, and it may be difficult to enforce judgments against us and our
directors and officers.
The rights of our shareholders are governed by Swiss law and our articles of association (the "Articles of Association").
The rights of shareholders under Swiss law differ from the rights of shareholders of companies incorporated in other
jurisdictions, including the United States and Bermuda, our domicile prior to the Redomestication. Swiss law reserves for
approval by shareholders certain corporate actions over which a board of directors would have authority in some other
jurisdictions. Any such actions for which our shareholders must vote will require that we file a proxy statement with the SEC
and convene a meeting of shareholders, which would delay the timing to execute such actions. See Exhibit 4.2 for an overview
of certain material terms and provisions of the Company’s registered shares and “Comparison of Rights of Shareholders” in our
definitive proxy statement filed with the SEC on August 7, 2023 (the “Definitive Proxy Statement”), for a comparison of the
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rights of our shareholders under Bermuda law prior to the Redomestication to the current rights of our shareholders under Swiss
law.
Several of our directors and officers are non-residents of the United States, and a substantial portion of our assets and the
assets of those directors and officers are located outside the United States. As a result, it may be difficult to effect service of
process on those persons in the United States or to enforce in the United States judgments obtained in U.S. courts against us or
those persons based on civil liability provisions of the U.S. securities laws. It is uncertain whether Swiss courts would enforce
judgments of U.S. courts obtained in actions against Bunge Global or other persons that are predicated upon the civil liability
provisions of U.S. federal securities laws or original actions brought against Bunge Global or other persons predicated upon the
U.S. Securities Act of 1933, as amended. The enforceability in Switzerland of a foreign judgment rendered against Bunge
Global or such other persons is subject to the limitations set forth in such international treaties by which Switzerland is bound
and the Swiss Federal Private International Law Act. In particular, and without limitation to the foregoing, a judgment rendered
by a foreign court may only be enforced in Switzerland if:
•
•
•
•
such foreign court had jurisdiction,
such judgment has become final and non-appealable,
the court procedures leading to such judgment followed the principles of due process of law, including proper service
of process, and
such judgment does not violate Swiss law principles of public policy.
In addition, enforceability of a judgment by a non-Swiss court in Switzerland may be limited if Bunge Global can
demonstrate that it or such other persons were not effectively served with process. We have been advised that the U.S. and
Switzerland currently do not have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and
commercial matters. Some remedies available under the laws of U.S. jurisdictions, including some remedies available under the
U.S. federal securities laws, would not be allowed in Swiss courts as they are contrary to Switzerland's public policy.
As a Swiss corporation, our flexibility will be limited with respect to certain aspects of capital management.
Swiss law regulates a corporation’s ability to hold or repurchase its own shares. We and our subsidiaries may only
repurchase shares to the extent that sufficient freely available equity is available. The aggregate par value of our registered
shares held by us and our subsidiaries may not exceed 10% of our stated share capital, unless our shareholders authorize
(including through the capital band) the Board to repurchase registered shares in an amount in excess of 10% and the
repurchased shares are dedicated for cancellation in order to effect a capital reduction.
Swiss law allows Bunge Global’s shareholders to authorize the Board to issue shares without additional shareholder
approval, but this authorization is limited to (i) 50% of Bunge Global’s stated share capital (among other things, the issuance of
shares in connection with an acquisition or to raise new equity capital, subject to compliance with shareholders' preemptive
rights, unless withdrawn for the reasons specified in the Articles of Association) (the so-called "capital band") and (ii) an
additional 20% of Bunge Global’s stated share capital for the issuance of shares in connection with convertible or similar
financial instruments and our equity incentive plans (the so-called "conditional share capital"). The Board's authority to issue
shares based on the capital band must be renewed by the shareholders every five years. Bunge Global’s Articles of Association
provides for a capital band authorizing the Board to issue up to 80,714,736 new shares or to cancel or reduce the par value of up
to 32,285,894 shares (including to cancel shares repurchased under Bunge Global's share repurchase program) until October 19,
2028. After October 19, 2028, the capital band will only be available to the Board for issuance or cancellation of registered
shares if a renewed authorization is approved by shareholders.
Additionally, Swiss law grants existing shareholders preemptive rights to subscribe for newly issued shares and advance
subscription rights to subscribe for convertible and similar financial instruments. Preemptive rights and advance subscription
rights may be limited or withdrawn only for valid reasons. In connection with share issuances based on the capital band and the
conditional share capital, the preemptive rights and the advance subscription rights may only be limited or withdrawn for the
reasons specified in the Article of Association.
Swiss law also does not provide as much flexibility in the various terms that can attach to different classes of shares.
Further, Swiss law also reserves for approval by shareholders many corporate actions, including the declaration and approval of
dividend distributions under certain circumstances. These Swiss law requirements relating to our capital management may limit
our flexibility to swiftly implement certain initiatives or strategies, and situations may arise where greater flexibility would have
provided substantial benefits to our shareholders.
Further, we are required, from time to time, to evaluate the carrying amount of our investments in affiliates, as presented
on our Swiss standalone balance sheet. If we determine that the carrying amount of any such investment exceeds its fair value,
we may conclude that such investment is impaired. Any recognized loss associated with such a non-cash impairment could
result in our net assets no longer covering our statutory share capital and statutory capital reserves. Under Swiss law, if our net
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assets cover less than 50% of our statutory share capital and the non-distributable part of the statutory capital and profit
reserves, the Board must take appropriate measures or, to the extent such measures fall within the competence of the general
meeting of shareholders, convene a general meeting of shareholders, and propose measures to remedy such a capital loss.
Appropriate measures depend on the relevant circumstances and the magnitude of the recognized loss and may include seeking
shareholder approval for offsetting the aggregate loss, or a portion thereof, with our statutory capital reserves, including
qualifying capital contribution reserves otherwise available for distributions to shareholders, or raising new equity. Depending
on the circumstances, we may also need to use qualifying capital contribution reserves available for distributions in order to
reduce our accumulated net loss and such use might reduce our ability to make distributions without subjecting our shareholders
to Swiss withholding tax.
We may not be able to make distributions or repurchase shares without subjecting you to Swiss withholding tax.
Under current Swiss law, distributions made out of qualifying capital contribution reserves recognized by the Swiss
Federal Tax Administration or made in the form of a par value reduction are not subject to Swiss withholding tax. However,
there can be no assurances that the Swiss withholding rules will not be changed in the future or that shareholders will approve a
distribution out of qualifying capital contribution reserves recognized by the Swiss Federal Tax Administration or a reduction in
par value for distributions. Further, over the long term, the amount of par value and qualifying contribution reserves available
for Bunge Global may be limited. If Bunge Global is unable to make a distribution out of qualifying capital contribution
reserves or through a reduction in par value, then any dividend distributions paid by Bunge Global will generally be subject to a
Swiss withholding tax at a rate of 35%. The withholding tax must be withheld from the gross distribution and paid to the Swiss
Federal Tax Administration. A U.S. holder that qualifies for benefits under the Convention between the United States of
America and the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income, which we refer
to as the “U.S.-Swiss Treaty,” may apply for a refund of the tax withheld in excess of the 15% treaty rate (or for a full refund in
case of qualified pension funds). Switzerland currently has concluded more than 70 tax treaties with the same treatment
regarding the refund of Swiss withholding taxes.
Under current Swiss law, repurchases of shares for the purposes of capital reduction are treated as a partial liquidation
subject to 35% Swiss withholding tax on the difference between the par value plus qualifying capital contributions reserves and
the repurchase price. Over the long term, the amount of par value and qualifying contribution reserves available for Bunge
Global may be limited. Bunge Global may follow a share repurchase process for future share repurchases, if any, whereby
Swiss institutional investors purchase Bunge Global shares from you and then sell the shares to Bunge Global and apply for a
refund of the Swiss withholding tax. However, if Bunge Global is unable to use this process successfully, Bunge Global may
not be able to repurchase shares for the purposes of capital reduction without subjecting you to Swiss withholding taxes. Please
see “Certain Tax Considerations—of the Redomestication—Swiss Tax Considerations—Consequences to Shareholders of
Bunge-Switzerland Subsequent to the Redomestication—Repurchases of Shares" in the Definitive Proxy Statement for more
information.
The Redomestication will continue to result in additional costs to us and may result in taxes in certain jurisdictions on the
indirect transfer of shares or property of Bunge.
The Redomestication has resulted in an increase in some of our ongoing expenses and will require us to incur some new
ongoing expenses.
Additionally, we generally expect to be exempt from most indirect transfer, transaction, and gains taxes on shares and
property held directly or indirectly by Bunge that could apply to the Redomestication; however, the calculation of such
liabilities involves judgment in the interpretation of complex tax law and regulations in many jurisdictions. Therefore, any
dispute with a taxing authority may result in a payment or outcome that differs from our current expectations. In jurisdictions
where we expect to be subject to indirect transfer, transaction, and gains taxes as a result of the Redomestication, we expect the
amounts to be immaterial based on current estimates. However, these taxes are generally based on the fair market value of
underlying shares and property which is subject to interpretation. Accordingly, amounts actually owed could exceed current
estimates.
We have anti-takeover provisions in our Articles of Association that may discourage a change of control.
Our Articles of Association have provisions that could have an anti-takeover effect. Our Articles of Association has a
capital band provision, according to which the Board is authorized, at any time until October 19, 2028, to limit or withdraw the
preemptive rights of the existing shareholders in various circumstances. Under our capital band, the Board has authority to issue
up to 80,714,736 new shares or to cancel or reduce the par value of up to 32,285,894 shares until October 19, 2028.
This provision, as well as any additional anti-takeover measures our Board could adopt in the future, could make it more
difficult for a third party to acquire us, even if the third party's offer may be considered beneficial by many shareholders. As a
result, shareholders may be limited in their ability to obtain a premium for their shares.
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2023 Bunge Annual Report
As a result of the Acquisition, our shareholders will have reduced ownership and voting interest in and will exercise less
influence over management of the combined company.
Our shareholders currently have the right to vote in the election of the Board and on other matters affecting us. Upon
consummation of the Acquisition, each of our shareholders will become a shareholder of the combined company with a
percentage ownership of the combined company that is smaller than each such shareholder’s percentage ownership of Bunge
immediately prior to the Acquisition. 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. Accordingly, our current shareholders will have less influence on the management and policies of the
combined company than they now have on the management and policies of Bunge.
Our and Viterra’s business relationships may be subject to disruption due to uncertainty associated with the Acquisition.
Parties with which we or Viterra do business may experience uncertainty associated with the Acquisition, including with
respect to current or future business relationships with us, Viterra or the combined business. Our and Viterra’s business
relationships may be subject to disruption as clients, vendors and others may attempt to negotiate changes in existing business
relationships or consider entering into business relationships with parties other than us, Viterra or the combined business. These
disruptions could have a material and adverse effect on the businesses, financial condition, results of operations or prospects of
the combined business, including a material and adverse effect on our ability to realize the anticipated benefits of the
Acquisition. The risk and adverse effect of such disruptions could be exacerbated by a delay in the completion or termination of
the Acquisition.
Until the completion or termination of the Acquisition, we and Viterra are prohibited from entering into certain transactions
and taking certain actions that might otherwise be beneficial to us, Viterra and/or our respective shareholders.
From and after the date of the Business Combination Agreement and prior to completion of the Acquisition, the Business
Combination Agreement restricts us and Viterra from taking specified actions without the consent of the other party and
requires that the business of each company and its respective subsidiaries be conducted independently in the ordinary course in
all material respects. These restrictions may prevent us or Viterra from taking actions that would be beneficial. Adverse effects
arising from these restrictions during the pendency of the Acquisition could be exacerbated by any delays in consummation or
termination of the Acquisition.
Third parties may terminate or alter existing contracts or relationships with us or Viterra.
We and Viterra each have contracts with customers, suppliers, vendors, distributors, landlords, licensors, joint venture
partners, and other business partners which may require us or Viterra, as applicable, to obtain consent from these other parties
in connection with the Acquisition. If these consents cannot be obtained, the counterparties to these contracts and other third
parties with which we and/or Viterra currently have relationships may have the ability to terminate, reduce the scope of or
otherwise materially adversely alter their relationships with either or both parties in anticipation of the Acquisition, or with the
combined company following the Acquisition. The pursuit of such rights may result in Bunge or the combined company
suffering a loss of potential future revenue or incurring liabilities in connection with a breach of such agreements and losing
rights that are material to its business. Any such disruptions could limit the combined company’s ability to achieve the
anticipated benefits of the Acquisition. The adverse effect of such disruptions could also be exacerbated by a delay in the
completion or termination of the Acquisition.
Obtaining required approvals and satisfying closing conditions may prevent or delay completion of the Acquisition.
The Acquisition is subject to a number of conditions to closing as specified in the Business Combination Agreement,
including, (i) any applicable waiting period (or extension thereof) under the U.S. Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") relating to the transaction shall
have expired or been terminated, (ii) all required consents, clearances, authorizations and approvals pursuant to antitrust laws,
foreign investments laws, and other laws, as applicable, having been obtained, (iii) no law, order, injunction or decree will be in
effect that prevents, makes illegal or prohibits the Acquisition, and (iv) the increase in our share capital to effect the issuance of
registered shares to Viterra shareholders and the related amendments to our governing documents in connection therewith has
been registered with the competent cantonal commercial register in Switzerland. Although we and Viterra have agreed in the
Business Combination Agreement to use our reasonable best efforts, subject to certain limitations, to make certain
governmental filings or obtain the required governmental authorizations, as the case may be, no assurance can be given that the
required approvals will be obtained or that the required conditions to closing will be satisfied, and, if all required approvals are
obtained and the conditions are satisfied, no assurance can be given as to the terms, conditions and timing of the approvals. Any
28
Table of Contents
delay in completing the Acquisition could cause the combined company not to realize, or to be delayed in realizing, some or all
of the benefits that we expect to achieve if the Acquisition is successfully completed within its expected time frame.
2023 Bunge Annual Report
The Acquisition could be terminated.
Either we or Viterra may terminate the Business Combination Agreement under certain circumstances, including, among
other reasons, if the Acquisition is not consummated by June 13, 2024, which may automatically be extended up to two times,
each for a period of three months, due to failure to obtain certain regulatory clearances. Each of the Sellers, acting collectively,
on the one hand, and Bunge, on the other hand, may further extend the termination date up to two additional times, each for a
period of three months, due to failure to obtain these regulatory clearances. 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, we would be obligated to pay to Viterra a fee of $400 million in the aggregate.
Failure to complete the Acquisition could negatively impact our stock price and our future business and financial results.
If the Acquisition is not completed for any reason, our ongoing business may be adversely affected and, without realizing
any of the benefits of having completed the Acquisition, we could be subject to a number of risks, including the following:
• We may experience negative reactions from the financial markets, including negative impacts on our stock price, and
from our clients, staff and vendors;
• We may be required to pay Viterra or the Sellers, as applicable, a fee of up to approximately $400 million if the
Acquisition is not consummated;
• We will be required to pay certain transaction expenses and other costs relating to the Acquisition, whether or not the
•
Acquisition is completed;
The Business Combination Agreement places certain restrictions on the conduct of our business prior to completion of
the Acquisition; and
• Matters relating to the Acquisition (including integration planning) will require substantial commitments of time and
resources by our management, which would otherwise have been devoted to day-to-day operations and other
opportunities that may have been beneficial to us as an independent company.
There can be no assurance that the risks described above will not materialize. If any of those risks materialize, they may
materially and adversely affect our businesses, financial condition, financial results and stock price.
We and Viterra may have difficulty attracting, motivating and retaining executives and other key employees in light of the
Acquisition.
Uncertainty about the effect of the Acquisition on our employees and Viterra’s employees may have an adverse effect on
each of us and Viterra separately and consequently the combined business. This uncertainty may impair our and Viterra’s
ability to attract, retain and motivate key personnel until the Acquisition is completed. Employee retention may be particularly
challenging during the pendency of the Acquisition, as our employees and Viterra’s employees may experience uncertainty
about their future roles with the combined business. Furthermore, if our key employees or Viterra’s key employees depart or are
at risk of departing, including because of issues relating to the uncertainty and difficulty of integration, financial security or a
desire not to become team members of the combined business, we may have to incur significant costs in retaining such
individuals or in identifying, hiring and retaining replacements for departing employees, and our ability to realize the
anticipated benefits of the Acquisition may be adversely affected.
Shareholder lawsuits relating to the Acquisition have been, and may in the future be filed against us, which could result in
substantial costs and may delay or prevent the Acquisition from being completed.
Shareholder lawsuits are often brought against companies that have entered into transactions like the Acquisition. Such a
shareholder lawsuit was filed against us in connection with the Acquisition, which subsequently has been dismissed, but there is
no assurance that there will not be additional shareholder lawsuits brought against us in connection with the Acquisition. Even
if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and
resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and
financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the
Acquisition, then that injunction may delay or prevent the Acquisition from being completed.
The incurrence of debt to fund the pending acquisition of Viterra may impact our financial position and subject us to
additional financial and operating restrictions.
As of December 31, 2023, we had approximately $4.9 billion of total debt. We expect to incur a substantial amount of
additional debt in connection with the pending acquisition of Viterra. We expect that upon completion of the pending
acquisition of Viterra and the related financing transactions, our total debt will increase to approximately $16 billion. In
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2023 Bunge Annual Report
addition, we expect to have capacity to incur significant additional debt to fund our working capital needs and for other
corporate purposes. We have secured a total of $8.0 billion in acquisition debt financing in the form of a $7.7 billion financing
commitment from a consortium of lenders and a $300 million five-year delayed draw term loan. The commitment is in the form
of a three-tranche term loan maturing 364 days, two years and three years from the closing of the Acquisition. We expect to
obtain long-term unsecured debt financing in lieu of all or a portion of the commitments provided under the $7.7 billion
financing commitment. However, there can be no assurance we will be able to obtain such permanent debt financing or that it
will be on acceptable terms, in which case, our debt portfolio may have a shorter maturity profile thus increasing our liquidity
and refinancing risk. Although we expect to repay certain of Viterra's existing debt at closing, existing notes of Viterra totaling
approximately $3.3 billion are expected to survive closing and we plan to take the required actions in order to have such notes
be pari-passu with existing senior unsecured indebtedness of Bunge.
Interest rates may rise to levels that are significantly higher than where they are today, thereby increasing our overall cost
of capital. In addition, we anticipate that as a result of the debt we expect to incur to finance the Acquisition, credit rating
agencies will review our credit rating. While as part of their ratings review and subsequent credit opinions related to the
Acquisition, S&P, Moody’s and Fitch have placed us on positive outlook, review for upgrade and credit watch positive,
respectively for a one notch upgrade to A-, Baa1 and BBB+, respectively, there is no assurance that these upgrades to the credit
ratings will materialize. The rating agencies have also outlined certain scenarios under which our current credit ratings may be
downgraded at or ahead of the closing. Any potential future negative change in our credit ratings may make it more expensive
for us to raise long-term financing on terms that are acceptable to us or to raise additional capital on terms that are acceptable to
us, if at all, and may negatively impact the price of registered shares, increase our overall cost of capital, and have other
negative implications on our business, many of which are beyond our control.
We have incurred and will continue to incur significant expenses in connection with the Acquisition, regardless of whether
the Acquisition is completed.
We have incurred and will continue to incur significant expenses related to the Acquisition. These expenses include, but
are not limited to, fees related to arranging debt financing, financial advisory and opinion fees and expenses, legal fees,
accounting fees and expenses, certain employee expenses, consulting fees, filing fees, printing expenses and other related fees
and expenses. Many of these expenses will be payable by us regardless of whether the Acquisition is completed.
If our due diligence investigation of Viterra was inadequate or if risks related to Viterra’s business materialize, it could have
a material adverse effect on our shareholders’ investment.
Even though we conducted a customary due diligence investigation of Viterra, we cannot be sure that our diligence
surfaced all material issues that may be present inside Viterra or its business, or that it would be possible to uncover all material
issues through a customary amount of due diligence, or that factors outside of Viterra and its business and outside of its control
will not arise later. If any such material issues arise or if known risks prove to be more significant than expected, the ongoing
business of the combined company and our shareholders’ investment may be materially and adversely impacted.
The outstanding capital stock of Viterra is privately held and is not traded in any public market. The lack of a public
market makes it difficult to determine the fair market value of Viterra. The aggregate consideration for the Viterra is set forth in
the Business Combination Agreement as a result of negotiations and because these share amounts are fixed, they will not adjust
to factor in any change in the value of Viterra before closing. As a result, there is no guarantee that the value of the aggregate
consideration in the Acquisition will align with the actual value of the Viterra at closing.
Risks Relating to the Combined Company
Because we and Viterra operate similar businesses in similar industries, the risks relating to us and our business are
generally the same as the risks relating to the combined company. This section should be read in conjunction with the other risk
factors discussed under this Item 1A.
After completion of the Acquisition, we may fail to realize the anticipated benefits of the Acquisition, which could adversely
affect the value of registered shares.
The success of the Acquisition will depend, in part, on our ability to realize the anticipated benefits from combining the
businesses of Bunge and Viterra. Our ability to realize these anticipated benefits and cost savings is subject to certain risks
including:
Our ability to successfully combine the businesses of Bunge and Viterra;
•
• Whether the combined businesses will perform as expected;
•
The incurrence of indebtedness to finance the Acquisition and the need to dedicate a greater amount of cash flow from
operations to make payments on our indebtedness; and
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2023 Bunge Annual Report
•
The assumption of known and unknown liabilities of Viterra.
If we are not able to successfully integrate and combine the businesses of Bunge and Viterra within the anticipated time
frame, or at all, the anticipated cost savings and other benefits of the Acquisition may not be realized fully or at all or may take
longer to realize than expected, the combined businesses may not perform as expected, and the value of Bunge shares may be
adversely affected.
It is possible that the integration process could result in the loss of our key staff or Viterra’s key staff, the disruption of
either or both company’s ongoing businesses, higher than expected integration costs and an overall post-completion integration
process that takes longer than originally anticipated. Specifically, issues that must be addressed to realize the anticipated
benefits of the Acquisition so the combined business performs as expected include, among other things:
•
•
•
•
identifying and adopting the best practices of the two organizations to position the combined business for future
growth;
integrating the companies’ technologies, systems and services;
harmonizing the companies’ operating practices, reporting structure, staff development and compensation programs,
internal controls and other policies, procedures and processes, including compliance by the acquired operations with
generally accepted accounting principles in the United States and the documentation and testing of internal control
procedures under Section 404 of the Sarbanes-Oxley Act, which includes remediating certain deficiencies in internal
controls over financial reporting of Viterra identified in connection with the audit of its consolidated financial
statements as of December 31, 2022 and 2021 and for each of the years ended December 31, 2022, 2021, and 2020
that constituted a material weakness and resulted in financial statement restatements;
rebranding operations and addressing possible differences in business backgrounds, corporate cultures and
management philosophies;
consolidating the companies’ corporate, administrative and information technology infrastructure;
•
• maintaining existing agreements with clients and avoiding delays in entering into new agreements with prospective
•
clients; and
identifying and eliminating redundant assets and expenses and consolidating locations of us and Viterra that are
currently in close proximity to each other.
In addition, at times, the attention of certain members of either or both companies’ management and resources may be
focused on completion of the Acquisition and the integration of the businesses of the two companies and diverted from day-to-
day business operations, which may disrupt each company’s ongoing business and the business of the combined company.
We will incur significant integration-related costs in connection with the Acquisition and we may not be able to obtain the
anticipated synergies of the combined company.
We will incur significant integration-related fees and costs related to formulating and implementing integration plans,
including facilities and systems consolidation costs and staff-related costs. We continue to assess the magnitude of these costs,
and additional unanticipated costs may be incurred in the Acquisition and the integration of Viterra into our business. Although
we expect that the elimination of duplicative costs, as well as the realization of other synergies and efficiencies related to the
integration of the businesses, that may allow us to offset integration-related costs over time, this net benefit may not be
achieved in the near term, or at all, and we may incur difficulties and delays in integrating Viterra’s business following
completion of the Acquisition or fully realizing the anticipated cost synergies and other benefits expected from the Acquisition.
The market price for registered shares of the combined company following the completion of the Acquisition may be affected
by factors different from, or in addition to, those that historically have affected or currently affect the market prices of the
registered shares.
The results of operations of the combined company will be affected by some factors that are different from those
currently or historically affecting our results of operations and those currently or historically affecting the results of operations
of Viterra. The results of operations of the combined company may also be affected by factors different from those that
currently affect or have historically affected either Bunge or Viterra.
Certain Sellers will be able to exercise influence over the composition of the Board, matters subject to shareholder approval
and/or our operations.
Upon the completion of the Acquisition, the number of registered shares expected to be issued to Glencore, CPP
Investments and BCI will represent approximately 15%, 12% and 3% of our outstanding registered shares, based on the number
of our outstanding registered shares as of December 31, 2023, or in the aggregate approximately 30% of the combined company
on a fully diluted basis before giving effect to any share repurchases by Bunge occurring after June 13, 2023. As part of our
announced plan to repurchase $2.0 billion of registered shares, Bunge has repurchased, and may repurchase shares from time to
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2023 Bunge Annual Report
time, which may occur before the closing. These repurchases may increase the Sellers aggregate ownership percentage in the
combined company up to approximately 33% after completion of the repurchase plan.
In connection with the pending Acquisition, Bunge and each of Glencore and CPP Investments will execute the
Shareholder Agreements. Each Shareholder’s Agreement provides each of Glencore and CPP Investments the right to designate
(a) two persons to be nominated for election to Board, as long as such Seller maintains beneficial ownership of at least 10% of
the registered shares; and (b) one person to be nominated for election to the Board, as long as such Seller maintains beneficial
ownership of at least 5% of the registered shares. The Shareholder Agreements will become effective at the closing of the
Acquisition.
Glencore and CPP Investments may be able to influence the composition of the Board and thus, potentially, the outcome
of corporate actions requiring shareholder approval, such as statutory mergers or the issuance of new shares where preemptive
rights of shareholders are to be withdrawn, which require the affirmative vote of a majority of two-thirds of the voting rights
represented at the general meeting of shareholders. This concentration of investment and voting power, in addition to our
current concentration of investment and voting power among certain large shareholders, could discourage others from initiating
a potential merger, takeover or other change of control transaction that may otherwise be beneficial to Bunge and its
shareholders, which could adversely affect the market price of registered shares.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 1C. Cybersecurity
Risk Management and Strategy
Securing Bunge’s business information, customer, supplier, and employee data and information technology systems is an
important part of our overall risk management framework. We rely on certain key information technology systems, some of
which are dependent on services provided by third parties, to provide critical data and services for internal and external users,
including procurement and inventory management, transaction processing, financial, commercial and operational data, human
resources management, legal and tax compliance, and other information and processes necessary to operate and manage our
business.
Our cybersecurity risk management program monitors our systems and networks for threats, breaches, intrusions and
other weaknesses; assesses the security of our company-wide software, applications and systems; conducts security audits and
threat assessments; responds to cybersecurity incidents; and facilitates training for our employees. Within our cybersecurity
team, subject matter experts regularly obtain cybersecurity certifications. Our program includes procedures to identify
cybersecurity risks and threats of our third-party service providers. These procedures measure the maturity of third-party
provider cybersecurity programs against industry best practices. The collection of this information is used to assess the use of
third-party software or partnerships. We also review the cybersecurity scores of our business customers and suppliers, and we
rely on consultants and other third-party advisors to conduct security assessments and independent audits of the security and
resilience of our systems and networks. Our cybersecurity risk management program includes response plans that are aligned
with our crisis response plans and outline the procedures and protocols to follow when a cybersecurity incident has or may have
occurred, including to allow assessments related to disclosure and notice requirements to be timely made to regulators and
affected parties. The response plan includes protocols to notify our Chief Technology Officer ("CTO"), our Chief Legal Officer,
other members of senior management as appropriate, and, under certain circumstances, the Audit Committee of our Board, or
our full Board as appropriate.
We have integrated cybersecurity risk assessments into Bunge’s overall enterprise risk management framework to
promote a company-wide culture of cybersecurity risk management. Our CRO formulates periodic reports and provides them to
our Management Risk Committee ("MRC"). As noted in "Item 1. Business - Risk Management", the MRC reviews key
enterprise risks on an ongoing basis and is responsible for reviewing and monitoring key exposures, emerging risks, and drivers
of risk.
Increased global cybersecurity vulnerabilities, threats, and more sophisticated and targeted cybersecurity attacks,
including those tied to global conflicts, pose a potentially significant risk to the security of our information technology systems,
networks and services, as well as the confidentiality, availability and integrity of our data and the confidential data of our
employees, customers, suppliers, and other third parties that we may hold. Although, to date, we have not experienced a
material cybersecurity incident resulting in a significant interruption of our operations, the scope of any future incident cannot
be predicted with any meaningful accuracy. See “Item 1A. Risk Factors” for more information.
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Governance
2023 Bunge Annual Report
Our CTO leads our Business Technology organization and our cybersecurity risk management program in coordination
with our CRO. The Business Technology team is responsible for assessing, identifying, and managing risks from cybersecurity
threats. Our CTO and CRO regularly receive briefings on cybersecurity matters, and in turn our CTO regularly reports to the
Audit Committee on such matters. Our CRO regularly reports on enterprise risks facing the Company to the ERMC. Our CTO
has more than 20 years of experience in leading, managing, and transforming information technology systems for large, global
organizations, and our CRO has several years of experience in leading and managing risk oversight for global organizations.
Our Board oversees Bunge’s approach to risk management. Our Board has established a dedicated Board committee, the
Enterprise Risk Management Committee, which enables greater focus at the Board level on risk oversight tailored to our
business and industries. Additionally, each of our other Board committees is responsible for considering risks within its area of
responsibility. The Board has delegated oversight and review of risks related to cybersecurity and information technology
systems to the Audit Committee.
The Audit Committee is responsible for reviewing and assessing the overall cybersecurity risk management program and
management’s processes and policies with respect to cybersecurity risk monitoring, identification, assessment, and response.
Senior management and the Audit Committee receive at least quarterly updates on Bunge's cybersecurity readiness and the
current "threat environment," which includes an update on the cybersecurity threat landscape, the strategic priorities of the
cybersecurity risk management program and progress made in respect of those priorities, a review of cybersecurity incidents, as
well as additional updates on an as-needed basis. Our internal audit team also reports to the Audit Committee on the
effectiveness of management in identifying and appropriately controlling risks, including cybersecurity risks. The Audit
Committee regularly reports on its activities to the full Board to promote effective coordination and to ensure that the entire
Board remains apprised of the effectiveness of the cybersecurity risk management and the cybersecurity risk landscape, and
also assesses how management is managing these risks.
Item 2. Properties
The following tables provide information on our principal operating facilities as of December 31, 2023.
Facilities by Business Area
(metric tons)
Business Area
Agribusiness
Refined and Specialty Oils
Milling
Facilities by Geographic Region
(metric tons)
Region
North America
South America
Europe
Asia-Pacific
Agribusiness
Aggregate
Daily
Production
Capacity
Aggregate
Storage
Capacity
168,954
56,221
14,830
14,760,055
736,197
930,884
Aggregate
Daily
Production
Capacity
Aggregate
Storage
Capacity
67,821
75,735
57,409
39,040
2,928,509
9,894,749
2,410,103
1,193,775
In our Agribusiness segment, we have 103 commodity storage facilities globally, which are located close to agricultural
production areas or export locations. We also have 56 oilseed processing plants globally and operate three fertilizer processing
and blending plants in Argentina. We have 39 merchandising, distribution, and administrative offices throughout the world.
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Refined and Specialty Oils
2023 Bunge Annual Report
In our Refined and Specialty Oils business, we have 66 refining and packaging facilities throughout the world. We also
have 107 storage facilities globally that are located close to food and ingredient locations. In addition, to facilitate distribution
in Brazil, we operate five distribution centers.
Milling
In our Milling business, we have 14 milling facilities throughout the world. We also have 7 storage facilities globally that
are located close to milling facility locations.
Other
Our corporate headquarters, co-located with our North American operations in Chesterfield, Missouri, occupies
approximately 150,000 square feet of space under a lease that expires in December 2027. We also own or lease other office
space for our operations worldwide, including our principal executive office in Geneva, Switzerland.
We believe that our facilities are adequate to address our operational requirements.
Item 3. Legal Proceedings
We are subject to various legal proceedings and risks globally in the course of our business, including claims, suits, and
government investigations or proceedings involving competition, tax, labor and employment, environmental, commercial
disputes, and other matters. Although we cannot accurately predict the amount of any liability that may ultimately arise with
respect to any of these matters, we make provisions for potential liabilities when we deem them probable and reasonably
estimable. These provisions are based on current information and legal advice and are adjusted from time to time according to
developments. We do not expect the outcome of these proceedings, net of established reserves, to have a material adverse effect
on our financial condition or results of operations. However, due to their inherent uncertainty, there can be no assurance as to
the ultimate outcome of current or future litigation, proceedings, investigations or claims and it is possible that a resolution of
one or more such proceedings could result in judgments, awards, fines and penalties that could adversely affect our business,
consolidated financial position, results of operations, or cash flows in a particular period.
For a discussion of certain legal and tax matters relating to Brazil, see Note 14- Income Taxes and Note 21- Commitments
and Contingencies to our consolidated financial statements included as part of this Annual Report on Form 10-K.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(a) Market Information
Our registered shares trade on the NYSE under the ticker symbol "BG".
(b) Approximate Number of Holders of Common Stock
To our knowledge, based on information provided by Computershare Investor Services LLC, our transfer agent, as of
December 31, 2023, we had 145,319,668 registered shares issued and outstanding, which were held by approximately 70
registered holders.
(c) Dividends
Bunge Limited historically paid dividends to holders of Bunge Limited common shares on a quarterly basis, and Bunge
Global expects to continue to pay dividend distributions to holders of registered shares on a quarterly basis. Any future
determination to pay dividend distributions will, subject to the provisions of applicable law, be at the discretion of the Board
and the approval by shareholders at a general meeting in accordance with Swiss law and will depend upon then existing
34
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conditions, including our financial condition, results of operations, contractual and other relevant legal or regulatory
restrictions, capital requirements, business prospects and other factors the Board deems relevant.
We paid quarterly dividends on Bunge Limited common shares of $0.625 per share in the first and second quarters of
2023, and $0.6625 per share in the third quarter of 2023. We paid quarterly dividends on the Bunge Global registered shares of
$0.6625 per share in the fourth quarter of 2023. We paid quarterly dividends on the common shares of $0.625 per share in the
third and fourth quarters of 2022, and $0.525 per share in the first and second quarters of 2022. On October 31, 2023, we
declared a regular quarterly cash dividend of $0.6625 per common share payable on March 1, 2024 to shareholders of record on
February 16, 2024.
2023 Bunge Annual Report
(d) Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth certain information, as of December 31, 2023, with respect to our equity compensation
plans.
Plan category
(a)
(b)
(c)
Number of Securities
to be Issued Upon
Vesting/Exercise of
Outstanding
Options, Warrants
and Rights(2)
Weighted-Average
Exercise Price Per
Share of Outstanding
Options, Warrants
and Rights(3)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))(4)
Equity compensation plans approved by shareholders(1)
3,514,972 $
55.01
2,842,938
(1)
(2)
Includes our 2016 Equity Incentive Plan, 2009 Equity Incentive Plan, and 2017 Non-Employee Directors Equity
Incentive Plan (collectively, the “Plans”). In connection with the Redomestication, effective as of November 1, 2023,
Bunge amended the Plans to provide for the issuance of registered shares instead of common shares in connection with
the awards under the Plans. Additionally, the amendments to the Plans include changes to comply with Swiss law
regarding minimum payment for shares, share sourcing, the form of shares, data protection, and forfeiture of restricted
shares along with modifying the vesting provision on the 2017 Non-Employee Directors Equity Plan for separation.
Includes non-statutory stock options outstanding as to 1,691,109 registered shares, performance-based restricted stock
unit awards as to 674,404 registered shares, and 1,149,459 unvested and time-based restricted stock units outstanding
(including dividend equivalents payable in shares) under our Plans noted in (1) above. Dividend equivalent payments
that are credited to each participant’s account are paid in our shares at the time the award is settled.
(3) Calculated based on non-statutory stock options outstanding under our 2016 Equity Incentive Plan and 2009 Equity
Incentive Plan. This number excludes outstanding time-based restricted stock unit awards, performance-based
restricted stock unit awards, and deferred restricted stock unit awards under our Plans noted in (1) above.
(4) Shares available under our 2016 Equity Incentive Plan may be used for any type of award authorized under the plan.
Awards under the plan may be in the form of statutory or non-statutory stock options, restricted stock units (including
performance-based), or other awards that are based on the value of our registered shares. Our 2016 Equity Incentive
Plan provides that the maximum number of registered shares issuable under the plan is 10,900,000, subject to
adjustment in accordance with the terms of the plan. Our 2017 Non-Employee Directors Equity Incentive Plan
provides that the maximum number of registered shares issuable under the plan may not exceed 320,000, subject to
adjustment in accordance with the terms of the plan. No additional awards may be granted under the 2009 Bunge
Equity Incentive Plan.
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(e) Performance Graph
2023 Bunge Annual Report
The performance graph shown below compares the quarterly change in cumulative total shareholder return on our shares
with the Standard & Poor's (S&P) 500 Stock Index and the S&P Food Products Index from December 31, 2018 through the
quarter ended December 31, 2023. The graph sets the beginning value of our shares and the indices at $100 and assumes that all
dividends are reinvested. All index values are weighted by the capitalization of the companies included in the index.
Note: Prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980-2024.
Note: Index Data: Copyright Standard and Poor's, Inc. Used with permission. All rights reserved.
(f) Purchases of Equity Securities by Registrant and Affiliated Purchasers
On June 12, 2023, Bunge Limited's Board approved the expansion of an existing $500 million program for the repurchase
of our issued and outstanding common shares. At the time, approximately $300 million of capacity for the repurchase of Bunge
Limited common 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. During the twelve months ended December 31, 2023, Bunge repurchased 5,407,861 shares
for $600 million. As of December 31, 2023, 7,516,976 shares were repurchased for $800 million and $1.4 billion remained
outstanding for repurchases under the program. In 2023, the Company did not repurchase any shares other than through the
share repurchase program.
Subsequent to the consolidated balance sheet date, from December 31, 2023 through February 21, 2024, Bunge
repurchased an additional 3,319,987 shares for $301 million. Therefore, as of February 21, 2024, 10,836,963 shares were
repurchased for $1.1 billion and $1.1 billion remains outstanding for repurchases under the program.
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The following table is a summary of purchases of equity securities during the fourth quarter of 2023 by Bunge and any
of its affiliated purchasers.
2023 Bunge Annual Report
Period
October 1, 2023 - October 31, 2023
November 1, 2023 - November 30, 2023
December 1, 2023 - December 31, 2023
Total
Total Number of
Shares Purchased
Average Price Paid
per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs
Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under
the Plans or
Programs
1,080,325 $
103.83
1,080,325 $ 1,400,001,115
— $
— $
—
—
— $ 1,400,001,115
— $ 1,400,001,115
1,080,325 $
103.83
1,080,325
Any repurchases may be made from time to time through a variety of means, including in the open market, in privately
negotiated transactions or through other means as determined by us, and in compliance with applicable legal requirements. The
timing and number of any shares repurchased will depend on a variety of factors, including share price and market conditions,
and the program may be suspended or discontinued at any time at our discretion.
(g) Swiss Tax Consequences to Our Shareholders
The tax consequences discussed below are not a complete analysis or description of all the possible tax consequences that
may be relevant to you. You should consult your own tax advisor in respect of the tax consequences related to receipt,
ownership, purchase or sale or other disposition of registered shares and the procedures for claiming a refund of withholding
tax.
Swiss Income Tax on Dividends and Similar Distributions
A non-Swiss holder will not be subject to Swiss income taxes on dividend income and similar distributions in respect of
registered shares, unless the shares are attributable to a permanent establishment or a fixed place of business maintained in
Switzerland by such non-Swiss holder. However, dividends and similar distributions are subject to Swiss withholding tax. See
“— Swiss Withholding Tax — Distributions to Shareholders” below.
Swiss Wealth Tax
A non-Swiss holder will not be subject to Swiss wealth taxes unless the holder’s registered shares are attributable to a
permanent establishment or a fixed place of business maintained in Switzerland by such non-Swiss holder.
Swiss Capital Gains Tax upon Disposal of Registered Shares
A non-Swiss holder will not be subject to Swiss income taxes for capital gains unless the holder’s shares are attributable
to a permanent establishment or a fixed place of business maintained in Switzerland by such non-Swiss holder. In such case, the
non-Swiss holder is required to recognize capital gains or losses on the sale of such shares, which will be subject to cantonal,
communal and federal income tax.
Swiss Withholding Tax — Distributions to Shareholders
A Swiss withholding tax of 35% is due on dividends and similar distributions to Bunge Global shareholders from Bunge
Global out of available earnings or other non-qualifying reserves for withholding tax purposes, regardless of the place of
residency of the shareholder (subject to the exceptions discussed under “— Exemption from Swiss Withholding Tax —
Distributions to Shareholders” below). Bunge Global will be required to withhold at such rate and remit on a net basis any
payments made to a holder of registered shares and pay such withheld amounts to the Swiss Federal Tax Administration. See
“— Refund of Swiss Withholding Tax on Dividends and Other Distributions” below.
Exemption from Swiss Withholding Tax — Distributions to Shareholders
Distributions to shareholders in relation to a reduction of par value and distributions to shareholders out of qualifying
capital contribution reserves recognized by the Swiss Federal Tax Administration are exempt from the Swiss withholding tax.
Bunge Global expects to pay distributions out of qualifying capital contribution reserves recognized by the Swiss Federal Tax
Administration for the foreseeable future, and as a result, any such distributions to shareholders will be exempt from the Swiss
withholding tax.
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Table of Contents
Repurchases of Shares
2023 Bunge Annual Report
Repurchases of shares for the purposes of capital reduction are treated as a partial liquidation subject to the 35% Swiss
withholding tax. However, for shares repurchased for capital reduction, the portion of the repurchase price attributable to the
par value and to the qualifying contribution reserves recognized by the Swiss Federal Tax Administration of the shares
repurchased will not be subject to the Swiss withholding tax. Bunge Global would be required to withhold at such rate the tax
from the difference between the repurchase price and the related amount of par value and qualifying contribution reserves.
Bunge Global would be required to remit on a net basis the purchase price with the Swiss withholding tax deducted to a holder
of registered shares and pay the withholding tax to the Swiss Federal Tax Administration.
With respect to the refund of Swiss withholding tax from the repurchase of shares, see “— Refund of Swiss Withholding
Tax on Dividends and Other Distributions” below.
In many instances, Swiss companies listed on the SIX Swiss Exchange carry out share repurchase programs through a
“second trading line” on the SIX Swiss Exchange. Swiss institutional investors typically purchase shares from shareholders on
the open market and then sell the shares on the second trading line back to the company. The Swiss institutional investors are
generally able to receive a full refund of the withholding tax. Due to, among other things, the time delay between the sale to the
company and the institutional investors’ receipt of the refund, the price companies pay to repurchase their shares has
historically been slightly higher (but less than 1.0%) than the price of such companies’ shares in ordinary trading on the SIX
Swiss Exchange first trading line.
We do not expect to use the SIX Swiss Exchange second trading line process to repurchase our shares because we do not
intend to list our shares on the SIX Swiss Exchange. We may, however, follow an alternative process whereby we expect to be
able to repurchase our shares in a manner that should allow Swiss institutional market participants selling the shares to us to
receive a refund of the Swiss withholding tax and, therefore, accomplish the same purpose as share repurchases on the second
trading line at substantially the same cost to us and such market participants as share repurchases on a second trading line.
The repurchase of shares for purposes other than capital reduction, such as to retain as treasury shares for use in
connection with equity incentive plans, convertible debt or other instruments within certain periods, will generally not be
subject to Swiss withholding tax. However, see “Comparison of Rights of Shareholders” in the Definitive Proxy Statement for a
discussion on the limitations on the amount of repurchased shares that can be held as treasury shares.
Refund of Swiss Withholding Tax on Dividends and Other Distributions
The Swiss-U.S. tax treaty provides that U.S. residents eligible for benefits under the treaty can seek a refund of the Swiss
withholding tax on dividends for the portion exceeding 15% (leading to a refund of 20%) or a 100% refund in the case of
qualified pension funds. Please see “— U.S. Federal Income Tax Considerations of the Redomestication — U.S. Holders —
Taxation of Distributions on the Registered Shares” in the Definitive Proxy Statement.
As a general rule, the refund will be granted under the treaty if the U.S. resident can show evidence of:
beneficial ownership,
U.S. residency, and
•
•
• meeting the U.S.-Swiss tax treaty’s limitation on benefits requirements.
The claim for refund must be filed with the Swiss Federal Tax Administration (Eigerstrasse 65, 3003 Berne,
Switzerland), not later than December 31 of the third year following upon the calendar year in which the dividend payments
became due. The relevant Swiss tax form is Form 82C for companies, 82E for other entities and 82I for individuals. These
forms can be obtained from any Swiss Consulate General in the United States or from the Swiss Federal Tax Administration at
the address mentioned above or online. Each form needs to be filled out in triplicate, with each copy duly completed and signed
before a notary public in the United States. You must also include evidence that the withholding tax was withheld at the source.
Swiss Transfer Stamp Tax in Relation to the Transfer of Registered Shares
The purchase or sale of registered shares may be subject to Swiss Transfer Stamp Tax which is due on the transfer of
taxable securities (as defined in the Swiss Federal Stamp Tax Act) irrespective of the place of residency of the purchaser or
seller if a Swiss bank or other Swiss securities dealers (as defined in the Swiss Federal Stamp Tax Act of 1973 ) participate to
the transaction as contracting parties or as intermediaries. The applicable stamp tax rate is 0.075% for each of the two parties to
a transaction (i.e., 0.15% in total) and is calculated based on the purchase price or sale proceeds. If the transaction does not
involve cash consideration, the transfer stamp duty is computed on the basis of the market value of the consideration. No Swiss
Transfer Stamp Tax will be due if no Swiss bank or other Swiss securities dealers (as defined in the Swiss Federal Stamp Tax
Act) is involved in a purchase or sale.
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Table of Contents
Item 6. [Reserved]
2023 Bunge Annual Report
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following should be read in conjunction with "Cautionary Statement Regarding Forward Looking Statements" and
our combined consolidated financial statements and notes thereto included in Item 15 of this Annual Report on Form 10-K.
For a comparison of results of operations for the fiscal years ended December 31, 2022 and 2021, see Part II, Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Bunge Limited's Annual Report on
Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 24, 2023.
Operating Results
Factors Affecting Operating Results
Bunge Global SA, a Swiss company, together with its subsidiaries, is a leading global agribusiness and food company
with integrated operations that stretch from farmer to consumer. The commodity nature of the Company's principal products, as
well as regional and global supply and demand variations that occur as an inherent part of the business, make volumes an
important operating measure. Accordingly, information is included in "Segment Overview and Results of Operations" that
summarizes certain items in our consolidated statements of income and volumes by reportable segment. The common unit of
measure for all reported volumes is metric tons.
Agribusiness
In the Agribusiness segment, we purchase, store, transport, process, and sell agricultural commodities and commodity
products. Profitability in this segment is affected by the availability and market prices of agricultural commodities and
processed commodity products and the availability and costs of energy, transportation, and logistics services. Profitability in
our processing operations is also impacted by volumes procured, processed, and sold and by capacity utilization rates.
Availability of agricultural commodities is affected by many factors, including weather, farmer planting and selling decisions,
plant diseases, governmental policies, and agricultural sector economic conditions. Reported Processing volumes comprise
oilseed volumes crushed (processed) during a period, which approximate sales volumes to third parties during the same period.
Reported Merchandising volumes represent sales volumes to third-party customers.
Demand for our purchased and processed Agribusiness products is affected by many factors, including global and
regional economic conditions, changes in per capita income, the financial condition of our customers and their access to credit,
worldwide consumption of food products, particularly pork and poultry, population growth rates, relative prices of substitute
agricultural products, outbreaks of disease associated with livestock and poultry, and demand for renewable fuels produced
from agricultural commodities and commodity products.
We expect that the factors described above will continue to affect global supply and demand for our Agribusiness
products for the foreseeable future. We also expect that, from time to time, imbalances will likely exist between oilseed
processing capacity and demand for oilseed products in certain regions, which impacts our decisions regarding whether, when,
and where to purchase, store, transport, process or sell these commodities, including whether to change the location of or adjust
our own oilseed processing capacity.
Additionally, price fluctuations and availability of commodities may cause fluctuations in our working capital,
reflected in the level of inventories, accounts receivable, and outstanding borrowings over the course of a given year. For
example, increased availability of commodities at harvest times often causes fluctuations in our inventories and borrowings.
Increases in agricultural commodity prices will also generally cause our cash flow requirements to increase as our operations
require increased use of cash and associated borrowings to acquire inventories and fund daily settlement requirements on
exchange-traded futures that we use to hedge our physical inventories.
Refined and Specialty Oils
In the Refined and Specialty Oils segment, our operating results are affected by changes in the prices of raw materials
such as crude vegetable oils, the mix of products that we sell, changes in consumer eating habits, changes in per capita income,
consumer purchasing power levels, availability of credit to customers, governmental dietary guidelines and policies, changes in
regional economic conditions, and the general competitive environment in our markets. Raw material inputs to our production
processes in the Refined and Specialty Oils segment are largely sourced at market prices from our Agribusiness segment.
Reported volumes in this segment reflect sales volumes to third-party customers. The unit of measure for these volumes is
metric tons as these businesses are linked to the commodity raw materials, which are their primary inputs.
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Milling
2023 Bunge Annual Report
In the Milling segment, our operating results are affected by changes in the prices of raw materials such as grains, the
mix of products that we sell, changes in consumer eating habits, changes in per capita income, consumer purchasing power
levels, availability of credit to customers, governmental dietary guidelines and policies, changes in regional economic
conditions and the general competitive environment in our markets. Raw material inputs to our production processes in the
Milling segment are largely sourced at market prices from our Agribusiness segment. Reported volumes in this segment reflect
feedstock ground (processed) during a period, again approximating sales volumes during the same period. The unit of measure
for these volumes is metric tons as these businesses are linked to the commodity raw materials, which are their primary inputs.
Sugar and Bioenergy
Our Sugar and Bioenergy segment primarily comprises our 50% interest in BP Bunge Bioenergia, a joint venture with
BP. BP Bunge Bioenergia operates on a stand-alone basis with a total of 11 mills located across the Southeast, North, and
Midwest regions of Brazil. We account for our interest in the joint venture under the equity method of accounting. Accordingly,
our reported Sugar and Bioenergy results include our share of the net earnings in BP Bunge Bioenergia. While we are
committed to supporting the growth and development of BP Bunge Bioenergia, our long-term goal is to seek strategic
opportunities for our investment in the joint venture.
Profitability of this segment, the value of our investment, and the timing of distributions we receive, if any, are
affected by the profitability of the joint venture. In turn, the profitability of the joint venture is affected by the availability and
quality of sugarcane, which impacts capacity utilization rates and the amount of sugar that can be extracted from the sugarcane,
and by market prices of sugar and ethanol. The availability and quality of sugarcane is affected by many factors, including
weather, geographical factors such as soil quality and topography, and agricultural practices. Once planted, sugarcane may be
harvested for several continuous years, but the yield decreases with each subsequent harvest. As a result, the current optimum
economic cycle is generally five to seven consecutive harvests, depending on location. The joint venture owns and/or has
partnership agreements to manage farmland on which it grows and harvests sugarcane and also purchases sugarcane from third
parties. Prices of sugarcane in Brazil are established by Consecana, the state of São Paulo sugarcane, sugar, and ethanol council,
and are based on the sucrose content of the cane and the market prices of sugar and ethanol. Demand for the joint venture's
products is affected by many factors, including changes in global or regional economic conditions, the financial condition of
customers and customer access to credit, worldwide consumption of food products, population growth rates, changes in per
capita income, and demand for and governmental support of renewable fuels produced from agricultural commodities,
including sugarcane.
In addition to these industry related factors which impact our business areas, our results of operations in all business
areas and segments are affected by the following factors:
Foreign Currency Exchange Rates
Due to the global nature of our operations, our operating results can be materially impacted by foreign currency
exchange rates. Both translation of our foreign subsidiaries' financial statements and foreign currency transactions can affect
our results. On a monthly basis, for subsidiaries whose functional currency is a currency other than the U.S. dollar, subsidiary
statements of income and cash flows must be translated into U.S. dollars for consolidation purposes based on weighted-average
exchange rates in each monthly period. As a result, fluctuations of local currencies compared to the U.S. dollar during each
monthly period impact our consolidated statements of income and cash flows for each reported period (per quarter and year-to-
date) and also affect comparisons between those reported periods. Subsidiary balance sheets are translated using exchange rates
as of the balance sheet date with the resulting translation adjustments reported in our consolidated balance sheets as a
component of Accumulated other comprehensive loss.
Additionally, we record transaction gains or losses on monetary assets and liabilities that are not denominated in the
functional currency of the entity. These amounts are remeasured into their respective functional currencies at exchange rates as
of the balance sheet date, with the resulting gains or losses included in the entity's statement of income and, therefore, in our
consolidated statements of income as Foreign exchange gains (losses) - net.
We primarily use a combination of equity and intercompany loans to finance our subsidiaries. Intercompany loans that
are of a long-term investment nature with no intention of repayment in the foreseeable future are considered permanently
invested and as such are treated as analogous to equity for accounting purposes. As a result, any foreign currency translation
gains or losses on such permanently invested intercompany loans are reported in Accumulated other comprehensive loss in our
consolidated balance sheets. In contrast, foreign currency translation gains or losses on intercompany loans that are not of a
permanent nature are recorded in our consolidated statements of income as Foreign exchange gains (losses) - net.
40
Table of Contents
Income Taxes
2023 Bunge Annual Report
As a Swiss corporation, we are subject to corporate income tax at federal, cantonal and communal levels on our Swiss
income. Qualifying net dividend income and net capital gains on the sale of qualifying investments in subsidiaries are
effectively exempt from federal, cantonal and communal corporate income tax. Consequently, we expect dividends from our
subsidiaries and capital gains from sales of investments in our subsidiaries to be exempt from Swiss corporate income tax. In
addition, our subsidiaries, which operate in multiple tax jurisdictions, are subject to income taxes at various statutory rates
ranging from 0% to 35%. The jurisdictions that significantly impact our effective tax rate are Brazil, the United States,
Argentina and Switzerland. Determination of taxable income requires the interpretation of related and often complex tax laws
and regulations in each jurisdiction in which we operate, and the use of estimates and assumptions regarding future events.
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.
Cash provided by (used for) operating activities, adjusted is calculated by including the Proceeds from beneficial
interests in securitized trade receivables with Cash provided by (used for) operating activities. Cash provided by (used for)
operating activities, adjusted is a non-U.S. GAAP financial measure and is not intended to replace Cash provided by (used for)
operating activities, the most directly comparable U.S. GAAP financial measure. Our management believes presentation of this
measure allows investors to view our cash generating performance using the same measure that management uses in evaluating
financial and business performance and trends. Calculation of the measure, including Proceeds from beneficial interests in
securitized trade receivables, was affected by the November 2022 securitization program change described in Note 4 - Trade
Accounts Receivable and Trade Receivables Securitization.
2023 Overview
Net Income Attributable to Bunge - For the year ended December 31, 2023, Net income attributable to Bunge was
$2,243 million, an increase of $633 million compared to a Net income attributable to Bunge of $1,610 million for the year
ended December 31, 2022. The increase was primarily due to higher Segment EBIT in our Core and Non-core segments,
partially offset by lower EBIT in our Corporate and Other activities, as further discussed in the Segment Overview and Results
of Operations section below, and increased income tax expense.
Earnings Per Share - Diluted - For the year ended December 31, 2023, Net income attributable to Bunge shareholders,
diluted, was $14.87 per share, an increase of $4.36 per share, compared to $10.51 per share for the year ended December 31,
2022.
EBIT - For the year ended December 31, 2023, Total Segment EBIT was $3,333 million, an increase of $1,002 million
compared to EBIT of $2,331 million for the year ended December 31, 2022. The increase in Total Segment EBIT for the year
ended December 31, 2023 was due to higher Segment EBIT in our Core and Non-core segments, partially offset by lower
Segment EBIT in our Corporate and Other activities, as further discussed in the Segment Overview and Results of Operations
section below, and which also provides a reconciliation of Net income attributable to Bunge to Total Segment EBIT.
Income Tax Expense - Income tax expense was $714 million for the year ended December 31, 2023 compared to
income tax expense of $388 million for the year ended December 31, 2022. The increase in income tax expense for the year
ended December 31, 2023 was primarily due to higher pre-tax income and earnings mix, partially offset by $90 million of net
benefit related to tax credits granted in Switzerland.
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Table of Contents
Liquidity and Capital Resources – At December 31, 2023, working capital, which equals Total current assets less Total
current liabilities, was $8,663 million, an increase of $1,505 million, compared to working capital of $7,158 million at
December 31, 2022. The increase in working capital was primarily due to higher Cash and cash equivalents balances as well as
lower Trade accounts payable and Current portion of long-term debt balances, driven by strong operating cash flows, partially
offset by lower Inventories driven by lower average commodity prices partially offset by higher volumes.
2023 Bunge Annual Report
Segment Overview and Results of Operations
Our operations are organized, managed, and classified into four reportable segments based upon their similar economic
characteristics, nature of products and services offered, production processes, types and classes of customer, and distribution
methods. We further organize these reportable segments into Core operations and Non-core operations. Core operations
comprise our Agribusiness, Refined and Specialty Oils, and Milling segments. Non-core operations comprise our Sugar &
Bioenergy segment, which itself primarily comprises the Company’s 50% interest in the net earnings of BP Bunge Bioenergia,
a joint venture with BP.
Our remaining operations are not reportable segments, as defined by the applicable accounting standard, and are
classified as Corporate and Other. Corporate and Other includes salaries and overhead for corporate functions that are not
allocated to our individual reportable segments because the operating performance of each reportable segment is evaluated by
the Company's chief operating decision maker exclusive of these items, as well as certain other activities including Bunge
Ventures, the Company's captive insurance activities, and trade receivables securitization program, as well as certain income
tax assets and liabilities.
A reconciliation of Net income attributable to Bunge to Total Segment EBIT follows:
(US$ in millions)
Net income attributable to Bunge
Interest income
Interest expense
Income tax expense
Noncontrolling interests' share of interest and tax
Total segment EBIT
Agribusiness Segment EBIT
Refined and Specialty Oils Segment EBIT
Milling Segment EBIT
Core Segment EBIT
Corporate and Other EBIT
Sugar and Bioenergy Segment EBIT
Non-core Segment EBIT
Total Segment EBIT
Year Ended
December 31,
2023
2022
$
2,243 $
1,610
(148)
516
714
8
$
3,333 $
2,786
865
66
3,717
(548)
164
164
(71)
403
388
1
2,331
1,715
746
162
2,623
(397)
105
105
$
3,333 $
2,331
42
Table of Contents
Core Segments
Agribusiness Segment
(US$ in millions)
Volumes (in thousand metric tons)
Net sales
Cost of goods sold
Gross profit
Selling, general and administrative expense
Foreign exchange gains — net
EBIT attributable to noncontrolling interests
Other income (expense) — net
Income from affiliates
Total Agribusiness Segment EBIT
2023 Compared to 2022
2023 Bunge Annual Report
Year Ended
December 31,
2023
2022
% Change
76,019
$
42,764 $
77,492
47,700
(39,443)
(45,410)
3,321
(592)
—
(70)
126
1
2,290
(532)
2
(45)
(67)
67
$
2,786 $
1,715
(2) %
(10) %
(13) %
45 %
11 %
(100) %
(56) %
288 %
(99) %
62 %
Agribusiness segment Net sales decreased 10% to $42,764 million for the year ended December 31, 2023. The
decrease was due to the following:
•
•
In Processing, Net sales decreased 5%, primarily due to lower average sales prices experienced in almost all regions
for our global soybean oilseed processing businesses and our Europe softseed business. Lower average sales prices
resulted from a reduction in the current year relative to the higher price environment in the prior year following the
onset of the Ukraine-Russia war. Also contributing to the decrease in Net sales was lower volumes resulting primarily
from decreased sales in Argentina due to the drought experienced in the region in the current year. The above
decreases were partially offset by higher volumes in our global soybean oilseed processing business as a result of
strong demand in both China and North America and increased activity in our Europe softseed business in the last half
of 2023 at our Ukrainian facilities, which more than offset the reduction due to the sale of our Russian Oilseed
Processing business in the first quarter of 2023.
In Merchandising, Net sales decreased 23%, primarily due to lower average sales prices in our global corn, wheat, and
oil businesses, as a result of higher global commodity prices in the prior year following the onset of the Ukraine-
Russia war, which exacerbated an already tight commodity supply environment. Volumes were also down due to
decreased demand in our global corn and oil businesses. Net sales were down in our ocean freight business due to
lower prices and stabilizing demand. The above decreases were partially offset by higher sales volumes in our global
wheat business, as a result of the partial resumption of operations in Ukraine.
Cost of goods sold decreased 13%, to $39,443 million for the year ended December 31, 2023. The decrease was
primarily due to the following:
•
•
In Processing, Cost of goods sold decreased 9% due to lower Net sales, favorable mark-to-market results, lack of
recurring prior year losses in relation to the Ukraine-Russia war and impairment of the Russian business upon
classification as held-for-sale, and an $18 million benefit in the current year from the recognition of mark-to-market
gains on the recovery of inventories in Ukraine, partially offset by a current year $37 million fixed asset impairment
charge in North America.
In Merchandising, Cost of goods sold decreased by 22% due to lower Net sales, lack of recurring losses in relation to
the Ukraine-Russia war and a $11 million benefit in the current year from the recognition of mark-to-market gains
related to the recovery of inventories in Ukraine primarily from our Mykolaiv facility, partially offset by unfavorable
mark-to-market results.
Selling, general and administrative ("SG&A") expenses increased 11%, to $592 million for the year ended
December 31, 2023. The increase was primarily driven by increased personnel costs and higher costs as a result of inflationary
pressures, partially offset by favorable currency movements, primarily from the weakening Argentine peso.
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Table of Contents
2023 Bunge Annual Report
Other income (expense) - net increased 288%, to income of $126 million for the year ended December 31, 2023,
compared to expense of $67 million for the year ended December 31, 2022. The increase was due to gains in Argentina related
to foreign currency positioning and positive results in our Bunge Financial Services business compared to prior year losses on
marketable securities and other short-term investments with exposures to Ukraine, following the onset of the Ukraine-Russia
war.
Income from affiliates decreased 99% to income of $1 million for the year ended December 31, 2023, compared to
income of $67 million for the year ended December 31, 2022. The decrease was primarily due to results from equity method
investments in South America resellers.
Segment EBIT increased 62% to $2,786 million for the year ended December 31, 2023. The increase was primarily
due to the following:
•
•
In Processing, an increase of 121% was primarily due to higher Gross profit driven by improved margins in our
Europe softseed business, our global oilseed processing businesses, and our North America oilseed processing
business, and higher Other income (expense) - net, partially offset by higher SG&A expense and a reduction in Income
from affiliates as described above.
In Merchandising, a decrease of 49% was primarily due to lower Gross profit, driven by lower results in our ocean
freight business, and higher SG&A, partially offset by higher Other income (expense) - net, as described above.
Refined and Specialty Oils Segment
(US$ in millions)
Volumes (in thousand metric tons)
Net sales
Cost of goods sold
Gross profit
Selling, general and administrative expense
Foreign exchange losses (gains) — net
EBIT attributable to noncontrolling interests
Other (expense) — net
Income from affiliates
Total Refined and Specialty Oils Segment EBIT
2023 Compared to 2022
Year Ended
December 31,
2023
2022
% Change
8,908
9,201
$
14,603 $
16,850
(13,234)
(15,692)
1,369
(425)
7
(21)
(65)
—
865 $
1,158
(357)
(14)
(12)
(29)
—
746
$
(3) %
(13) %
(16) %
18 %
19 %
150 %
75 %
124 %
— %
16 %
Refined and Specialty Oils segment Net sales decreased 13%, to $14,603 million for the year ended December 31, 2023,
primarily due to lower average sales prices in most regions, driven by prices stabilizing and increased supply. Sales volumes
were also lower in most regions, driven by the 2022 partial expiration of leased capacity at the Rotterdam facility as well as the
sale of our Russia operations in the first quarter of 2023.
Cost of goods sold decreased 16%, to $13,234 million for the year ended December 31, 2023. The decrease in Cost of
goods sold was primarily due to lower average commodity prices and volumes in most regions, as described for Net sales
above, a lack of a non-recurring impairment charge and employee severance expenses related to the classification of our
Russian oilseed and processing business as held-for-sale in the prior period, and more favorable mark-to-market results.
SG&A expenses increased 19%, to $425 million for the year ended December 31, 2023. The increase was primarily
driven by accelerated amortization charges of $21 million, which included $4 million attributable to noncontrolling interests,
primarily related to the discontinuance of the Loders Croklaan trademark, as well as, higher personnel costs and higher costs as
a result of inflationary pressures.
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Segment EBIT increased 16% to $865 million for the year ended December 31, 2023. The increase was primarily due to
higher Gross profit driven by overall higher margins in most regions partially offset by higher SG&A, as described above.
2023 Bunge Annual Report
Milling Segment
(US$ in millions)
Volumes (in thousand metric tons)
Net sales
Cost of goods sold
Gross profit
Selling, general and administrative expense
Foreign exchange gains — net
EBIT attributable to noncontrolling interests
Other (expense) income — net
Loss from affiliates
Total Milling Segment EBIT
2023 Compared to 2022
Year Ended
December 31,
2023
2022
% Change
3,391
$
1,896 $
4,331
2,388
(1,729)
(2,128)
167
(95)
1
1
(7)
(1)
66 $
260
(102)
4
(1)
1
—
162
$
(22) %
(21) %
(19) %
(36) %
(7) %
(75) %
200 %
(800) %
(100) %
(59) %
Milling segment Net sales decreased 21%, to $1,896 million for the year ended December 31, 2023. The decrease was
primarily due to lower volumes in our North America wheat milling business, driven by the completion of the sale of our
Mexican wheat milling business in the third quarter of 2022, and our South American wheat milling business, partially offset by
higher prices in the South American wheat milling business.
Cost of goods sold decreased 19%, to $1,729 million for the year ended December 31, 2023. The decrease was primarily
due to lower volumes, as described for Net sales above, due to the sale of our Mexican wheat milling business in the third
quarter of 2022, partially offset by unfavorable mark-to-market results compared to a strong prior year in South America during
a period of high market volatility.
Segment EBIT decreased 59% to $66 million for the year ended December 31, 2023. The decrease was primarily due to
lower Gross profit resulting from unfavorable mark-to-market results in South America and sale of our Mexican wheat milling
business in 2022, as described above.
Corporate and Other
(US$ in millions)
Net sales
Cost of goods sold
Gross profit
Selling, general and administrative expense
Foreign exchange gains (losses) — net
EBIT attributable to noncontrolling interests
Other income — net
Loss from affiliates
Total Corporate and Other EBIT
Year Ended
December 31,
2023
2022
% Change
$
42 $
(60)
(18)
(602)
12
4
73
(17)
$
(548) $
35
(70)
(35)
(377)
(5)
(9)
84
(55)
(397)
20 %
(14) %
49 %
60 %
340 %
144 %
(13) %
(69) %
(38) %
45
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2023 Compared to 2022
2023 Bunge Annual Report
Corporate and Other EBIT decreased 38%, to a loss of $548 million for the year ended December 31, 2023. The decrease
was primarily driven by increased SG&A expense, including $114 million related to acquisition and integration costs associated
with the announced acquisition agreement with Viterra as well as increased expenses associated with other growth and
productivity-related initiatives and higher personnel costs as a result of inflationary pressures. Also contributing to the decrease
were impairment charges of $20 million, in Other income (expense) - net, related to a long-term investment, and $16 million, in
Income from affiliates, related to a minority investment in Australian Plant Proteins, a start-up manufacturer of novel protein
ingredients. In addition, results in the prior year included a gain of $29 million, at Bunge's then-70% share, related to the
settlement of one of the Company's international defined benefit pension plans. The decreases described above were partially
offset by impairment charges in the prior year of $53 million related to the impairment of minority investments in two start-up
manufacturers of novel protein ingredients, Merit Functional Foods and Australian Plant Proteins, and a $11 million impairment
charge related to the classification of our Russian business as held-for-sale.
Non-core Segment
Sugar and Bioenergy Segment
(US$ in millions)
Net sales
Cost of goods sold
Gross profit
Selling, general and administrative expense
Foreign exchange losses — net
EBIT attributable to noncontrolling interests
Other income — net
Income from affiliates
Year Ended
December 31,
2023
2022
% Change
$
235 $
(229)
6
(1)
—
—
2
157
259
(250)
9
(1)
2
—
2
93
(9) %
(8) %
(33) %
— %
(100) %
— %
— %
69 %
56 %
Total Sugar and Bioenergy Segment EBIT
$
164 $
105
2023 Compared to 2022
Segment EBIT increased 56%, to $164 million for the year ended December 31, 2023. The increase was due to more
favorable results from our investment in BP Bunge Bioenergia, primarily resulting from the release of a tax valuation allowance
in the current period as well as higher sugar sales prices. The release of the tax valuation allowance is related to our investment
in BP Bunge Bioenergia. Therefore, the tax valuation release is recorded within Income from affiliates and included in EBIT.
Interest—A summary of consolidated interest income and expense follows:
(US$ in millions)
Interest income
Interest expense
2023 Compared to 2022
Year Ended
December 31,
2023
2022
% Change
$
148 $
(516)
71
(403)
108 %
28 %
Interest income increased 108% to $148 million for the year ended December 31, 2023. Interest expense increased 28%
to $516 million for the year ended December 31, 2023. Higher interest income is the result of significantly higher investments
in cash equivalents in the current year and higher variable interest rates. Higher interest expense is the result of higher variable
interest rates on debt, as well as, $16 million in financing related fees associated with the announced Business Combination
Agreement with Viterra in the current period. Partially offsetting the current period increase in interest expense is a prior year
charge of $47 million resulting from the early redemption of all issued and outstanding 4.35% Senior Notes due March 2024.
46
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Liquidity and Capital Resources
2023 Bunge Annual Report
Our main financial objectives are to prudently manage financial risks, ensure consistent access to liquidity and minimize
cost of capital in order to efficiently finance our business and maintain balance sheet strength. We generally finance our
ongoing operations with cash flows generated from operations, issuances of commercial paper, borrowings under various
bilateral and syndicated revolving credit facilities, term loans, and proceeds from the issuance of senior notes. Acquisitions and
long-lived assets are generally financed with a combination of equity and long-term debt.
Working Capital
(US$ in millions, except current ratio)
Cash and cash equivalents
Trade accounts receivable, net
Inventories
Other current assets(1)
Total current assets
Short-term debt
Current portion of long-term debt
Trade accounts payable
Current operating lease obligations
Other current liabilities(2)
Total current liabilities
Working capital(3)
Current ratio(3)
As of December 31,
2023
2022
2,602 $
2,592
7,105
4,051
16,350 $
797 $
5
3,664
308
2,913
7,687 $
8,663 $
2.13
1,104
2,829
8,408
4,417
16,758
546
846
4,386
425
3,397
9,600
7,158
1.75
$
$
$
$
$
(1) Comprises Assets held for sale and Other current assets
(2) Comprises Liabilities held for sale and Other current liabilities
(3) 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 $8,663 million at December 31, 2023, an increase of $1,505 million from working capital of $7,158
million at December 31, 2022.
Cash and Cash Equivalents - Cash and cash equivalents were $2,602 million at December 31, 2023, an increase of
$1,498 million from $1,104 million at December 31, 2022. 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
with highly-rated financial institutions, in U.S. government securities and A-1/P-1 commercial papers. 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 year ended December 31, 2023.
Trade accounts receivable, net - Trade accounts receivable, net were $2,592 million at December 31, 2023, a decrease of
$237 million from $2,829 million at December 31, 2022. The decrease 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 $7,105 million at December 31, 2023, a decrease of $1,303 million from $8,408 million at
December 31, 2022. The decrease was primarily due to lower average commodity prices relative to the prior year, partially
offset by higher volumes.
RMI comprises agricultural commodity inventories, including soybeans, soybean meal, soybean 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 were $5,837 million and $6,680 million at December 31, 2023 and December 31,
2022, respectively (see Note 5- Inventories, to our consolidated financial statements).
Other current assets - Other current assets, including Assets held for sale, were $4,051 million at December 31, 2023, a
decrease of $366 million from $4,417 million at December 31, 2022. The decrease is primarily due to a decrease in margin
47
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2023 Bunge Annual Report
deposits as well as lower unrealized gains on derivative contracts, at fair value as a result of volatile commodity prices, a
decrease in Assets held for sale due to the completion of the sale of our Russian operations in the first quarter of 2023 (see Note
2- Acquisitions and Dispositions, to our consolidated financial statements), partially offset by an increase in secured advances
to suppliers, net and prepaid commodity contracts.
Short-term debt - Short-term debt, including the Current portion of long-term debt, was $802 million at December 31,
2023, a decrease of $590 million from $1,392 million at December 31, 2022. The lower Short-term debt level at December 31,
2023 compared to December 31, 2022 is primarily due to the repayment of 1.85% Senior Notes - Euro in June 2023 partially
offset by higher borrowings by Bunge operating companies on local bank lines of credit.
Trade accounts payable - Trade accounts payable were $3,664 million at December 31, 2023, a decrease of $722 million
from $4,386 million at December 31, 2022. The decrease in Trade accounts payable was primarily due to lower average
inventory purchase prices during the current year.
Other current liabilities - Other current liabilities, including Liabilities held for sale, were $2,913 million at
December 31, 2023, a decrease of $484 million from $3,397 million at December 31, 2022. The decrease was primarily due to
lower unrealized losses on derivative contracts, as a result of volatile commodity prices, and lower advances on sales during the
current period due to a reduction in commodity prices, partially offset by an increase in accrued liabilities driven by increased
acquisition and integration costs as well as higher income tax payable.
Debt
Financing Arrangements and Outstanding Indebtedness— Prior to June 21, 2023, we conducted most of our third-
party financing activities through a centralized financing structure that provided the Company with efficient access to debt and
capital markets. This structure included a master trust (the "Bunge Master Trust"), the primary assets of which comprised
intercompany loans made to Bunge Limited and its subsidiaries. Certain of Bunge Limited’s 100% owned finance subsidiaries,
including Bunge Limited Finance Corp., Bunge Finance Europe B.V., and Bunge Asset Funding Corp., funded the Bunge
Master Trust with short and long-term debt obtained from third parties, including through our commercial paper program and
certain credit facilities, as well as the issuance of senior notes. Borrowings by these finance subsidiaries carry full,
unconditional guarantees by Bunge Limited or Bunge Global SA.
On June 21, 2023, Bunge Limited and its finance subsidiaries terminated the Bunge Master Trust in accordance with a
termination and lien release agreement in order to simplify the legal framework around its capital structure (see Note 17- Short-
term Debt and Credit Facilities). In connection with the termination of the Bunge Master Trust, Bunge amended its existing
credit agreements and related guarantees to remove all references and provisions related to the Bunge Master Trust. The
amendments also resulted in Bunge Limited’s obligations as the existing guarantor being automatically assigned to Bunge
Global SA, the new Swiss holding company, as successor guarantor, effective November 1, 2023, the completion date of the
Redomestication.
On June 21, 2023, we also terminated our then existing $600 million asset-backed commercial paper program and the
related liquidity and letter of credit facilities as well as established a new $1 billion unsecured corporate commercial paper
program (the "$1 Billion Commercial Paper Program").
Revolving Credit Facilities—At December 31, 2023, we had $5,665 million unused and available committed borrowing
capacity comprising committed revolving credit facilities. The following table summarizes these facilities for the years
presented:
Revolving Credit Facilities (1)
Revolving credit facilities
$1.1 Billion 364-day Revolving Credit Agreement
$1.75 Billion 2026 Revolving Credit Facility
$1.95 Billion 5-year Revolving Credit Agreement
$865 Million 2026 Revolving Credit Facility
Total revolving credit facilities
Total
Committed
Capacity (2)
Borrowings
Outstanding
Maturities
December 31,
2023
December 31,
2023
December 31,
2022
2024
2026
2026
2026
$
$
1,100 $
1,750
1,950
865
5,665 $
— $
—
—
—
— $
—
—
—
—
—
(1) See Note 17- Short-term Debt and Credit Facilities for further information on these programs.
48
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2023 Bunge Annual Report
(2) The short-term credit ratings of the new $1 Billion Commercial Paper Program (see Note 17- Short-term Debt and
Credit Facilities for further details on 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.
Short and long-term debt—Our short and long-term debt increased by $231 million to $4,882 million at December 31,
2023, from $4,651 million at December 31, 2022, primarily due to the draws on our $250 Million February 2023 Delayed Draw
Term Loan and $750 Million Delayed Draw Term Loan and an increase in short-term bank borrowings, offset by the repayment
of the 1.85% Senior Notes - Euro in June 2023 and 5-year term loan agreement due 2024 in October 2023. For the year ended
December 31, 2023, our average short and long-term debt outstanding was approximately $5,293 million compared to
approximately $5,986 million for the year ended December 31, 2022. Our Long-term debt outstanding balance, including the
Current-portion of long-term debt, was $4,085 million at December 31, 2023 compared to $4,105 million at December 31,
2022.
The following table summarizes our short-term debt activity at December 31, 2023.
(US$ in millions)
Bank Borrowings(1)
Commercial Paper
Total
(1)
Outstanding
Balance at
December 31,
2023
$
$
797
—
797
Weighted
Average
Interest
Rate at
December 31,
2023
Highest
Balance
Outstanding
During
2023
Average
Balance
During
2023
Weighted
Average
Interest
Rate
During
2023
8.36 % $
955 $
— %
483
8.36 %
$
685
79
764
19.26 %
5.54 %
17.84 %
Includes $179 million of local currency bank borrowings in certain European, South American, and Asia-Pacific
countries at a weighted average interest rate of 15.30% as of December 31, 2023.
From time to time, through our financing subsidiaries, we enter into bilateral short-term credit lines as necessary based on
our financing requirements. At December 31, 2023, there were no borrowings outstanding under these bilateral short-term
credit lines. In addition, Bunge's operating companies had $797 million and $546 million in short-term borrowings outstanding
from local bank lines of credit at December 31, 2023 and 2022, respectively, to support working capital requirements.
As described in Note 2- Acquisitions and Dispositions, we have 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 on July
7, 2023 that may be drawn upon the closing of the Acquisition. The commitment for the $7.7 billion financing commitment is
in the form of a three-tranche term loan maturing 364-days, 2-years and 3-years from closing of the Acquisition. We intend to
use a portion of the acquisition financing to fund the cash portion of the Transaction Consideration, and the remainder for
repayment of certain indebtedness of Viterra which is expected to be repaid at closing and for the ongoing operations of the
combined company following closing.
49
Table of Contents
The following table summarizes our short and long-term debt:
2023 Bunge Annual Report
(US$ in millions)
Short-term debt: (1)
Short-term debt (2)
Current portion of long-term debt
Total short-term debt
Long-term debt: (3)
Term loan due 2024 - three-month TONAR plus 0.75% (Tranche A) (4)
Term loan due 2024 - three-month SOFR plus 1.40% (Tranche B) (4)
Term loan due 2025 - SOFR plus 0.90%
Term loan due 2027 - SOFR plus 1.125%
Term loan due 2028 - SOFR plus 1.325%
1.85% Senior Notes due 2023 - Euro (5)
1.63% Senior Notes due 2025
3.25% Senior Notes due 2026
3.75% Senior Notes due 2027
2.75% Senior Notes due 2031
Cumulative adjustment to long-term debt from application of hedge accounting
Other
Subtotal
Less: Current portion of long-term debt
Total long-term debt (6)
Total debt
December 31,
2023
2022
$
797
$
5
802
—
—
750
250
249
—
598
698
597
991
(260)
212
4,085
(5)
4,080
$
4,882
$
546
846
1,392
232
90
—
—
249
853
597
698
597
990
(341)
140
4,105
(846)
3,259
4,651
(1)
(2)
Includes secured debt of $200 million and $56 million at December 31, 2023 and December 31, 2022, respectively.
Includes $179 million and $207 million of local currency borrowings in certain European, South American, and Asia-
Pacific countries at a weighted average interest rate of 15.30% and 32.12% as of December 31, 2023 and
December 31, 2022, respectively.
(3) Variable interest rates are as of December 31, 2023.
(4) On October 6, 2023, Bunge prepaid and terminated its 5-year term loan agreement due in 2024.
(5) Upon maturity in June 2023, Bunge repaid the principal and accrued interest due on all of the issued and outstanding
1.85% Senior Notes - Euro.
Includes secured debt of $100 million and $21 million at December 31, 2023 and December 31, 2022, respectively.
(6)
Credit Ratings—Bunge's debt ratings and outlook by major credit rating agencies at December 31, 2023 were as follows:
Standard & Poor's
Moody's
Fitch
Short-term
Debt(1)
Long-term
Debt
A-2
P-2
F-2
BBB+
Baa2
BBB
Outlook
Positive
Review for Upgrade
Rating Watch
Positive
(1) Short-term debt rating applies only to $1 Billion Commercial Paper Program with Bunge Limited Finance Corp. as the
issuer.
Following the announcement of the Acquisition, 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. Based on its review, Standard and Poor's upgraded our credit rating to BBB+ and further placed us
50
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2023 Bunge Annual Report
on positive outlook for an upgrade to A-. Moody’s kept our credit rating unchanged at Baa2 and placed us on a review for
upgrade to Baa1. Fitch kept our credit rating unchanged at BBB and placed us on credit watch positive for an upgrade to BBB+.
We expect Standard and Poor's, Moody’s and Fitch to resolve their positive outlook, review for upgrade and credit watch
positive status respectively 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.
On June 21, 2023, Standard & Poor’s and Moody’s assigned short-term ratings to the $1 Billion Commercial Paper
Program of A-2 and P-2, respectively. Subsequently, on August 11, 2023, Fitch assigned F-2 rating to the program.
Our debt agreements do not have any credit rating downgrade triggers that would accelerate the maturity of our debt.
However, credit rating downgrades would increase borrowing costs under our credit facilities 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 December 31, 2023.
Trade Receivable 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"). The Program is designed to enhance our financial flexibility by providing an additional source
of liquidity for our operations. As referenced in Note 4 - Trade Accounts Receivable and Trade Receivables Securitization
Program, the aggregate size of the program is $1.5 billion, with an accordion feature of $1 billion. The Program terminates on
May 17, 2031; however, each committed purchaser's commitment to purchase trade receivables under the Program will
terminate on December 17, 2024, with a feature that permits us to request 364-day extensions.
The Program’s current pledge structure results from a November 16, 2022 amendment which replaced the existing DPP
structure. Under the new 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 our consolidated statements of cash flows. Previously, under the
DPP structure, we reflected cash flows related to the DPP as investing activities in our consolidated statements of cash flows.
Under the Program’s previous structure, Bunge's risk of loss following the sale of the trade receivables was limited to the
DPP, included in Other current assets in the consolidated balance sheets. The DPP was repaid in cash as receivables were
collected, generally within 30 days. Under the amended structure, Bunge’s risk of loss following the sale of the trade
receivables is substantially the same and limited to the assets of BSBV, primarily comprised of unsold receivables pledged to
the administrative agent.
Interest Rate Swap Agreements
We may use interest rate swaps in hedge accounting relationships and record the swaps at fair value in the consolidated
balance sheets with changes in fair value recorded contemporaneously in earnings. Additionally, the carrying amount of the
associated debt is adjusted through earnings for changes in fair value due to changes in benchmark interest rates. See Note 16-
Derivative Instruments and Hedging Activities to our consolidated financial statements.
51
Table of Contents
Equity
Total equity is set forth in the following table:
(US$ in millions)
Common shares
Registered shares
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Treasury shares, at cost (2023—16,109,804 and 2022—18,835,812) (1)
Total Bunge shareholders' equity
Noncontrolling interests
Total equity
2023 Bunge Annual Report
December 31,
2023
2022
$
— $
1
5,900
12,077
(6,054)
(1,073)
10,851
963
$
11,814 $
1
—
6,692
10,222
(6,371)
(1,320)
9,224
732
9,956
(1)
In connection with the Redomestication described in Note 1- Nature of Business, Basis of Presentation, and
Significant Accounting Policies, 8,102,179 shares held in treasury with an acquisition cost of $845 million were
cancelled to comply with the Swiss Code limitation on issuer’s holding of registered share capital.
Total Bunge shareholders' equity was $10,851 million at December 31, 2023 compared to $9,224 million at
December 31, 2022. The increase in Bunge shareholders' equity during the year ended December 31, 2023 was primarily due to
$2,243 million of Net income attributable to Bunge, $317 million of Other comprehensive income, as described in Note 23-
Equity, $69 million of share-based compensation expense partially offset by $600 million of share repurchases, as described in
Note 23- Equity, and $386 million of declared dividends to shareholders.
Noncontrolling interests increased to $963 million at December 31, 2023 from $732 million at December 31, 2022
primarily due to $95 million of Net income attributable to our noncontrolling interest entities, $91 million related to the
acquisition of noncontrolling interest in Terminal de Granéis de Santa Catarina ("TGSC") (see Note 11- Investments in Affiliates
and Variable Interest Entities for further details), and $56 million of contributions from noncontrolling interests, partially offset
by $17 million of dividends paid to noncontrolling interest holders.
Share repurchase program - As noted in Note 2- Acquisitions and Dispositions, on June 12, 2023, Bunge Limited's Board
approved the expansion of the existing $500 million program for the repurchase of our issued and outstanding common shares.
At the time, approximately $300 million of capacity for the repurchase of Bunge Limited common 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. During the
twelve months ended December 31, 2023, Bunge repurchased 5,407,861 shares for $600 million. As of December 31, 2023,
7,516,976 shares were repurchased for $800 million and $1.4 billion remained outstanding for repurchases under the program.
Subsequent to the consolidated balance sheet date, from December 31, 2023 through February 21, 2024, Bunge
repurchased an additional 3,319,987 shares for $301 million. Therefore, as of February 21, 2024, 10,836,963 shares were
repurchased for $1.1 billion and $1.1 billion remains outstanding for repurchases under the program.
Cash Flows
(US$ in millions)
Cash provided by (used for) operating activities
Cash (used for) provided by investing activities
Cash used for financing activities
Effect of exchange rate changes on cash and cash equivalents, restricted cash, and
cash held for sale
Year ended December 31,
2023
2022
$
3,308 $
(1,009)
(856)
28
Net increase in cash and cash equivalents, restricted cash, and cash held for sale $
1,471 $
(5,549)
6,499
(769)
66
247
Our cash flows from operations vary depending on, among other items, the market prices and timing of the purchase
and sale of our inventories. Generally, during periods when commodity prices are rising, our Agribusiness operations require
52
Table of Contents
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 the purchase and sale of our inventories.
2023 Bunge Annual Report
2023 Compared to 2022
For the year ended December 31, 2023, our cash and cash equivalents, restricted cash, and cash held for sale increased
$1,471 million, compared to an increase of $247 million for the year ended December 31, 2022.
Operating: Cash provided by operating activities was $3,308 million for the year ended December 31, 2023, an increase
of $8,857 million compared to cash used for operating activities of $5,549 million for the year ended December 31, 2022. The
increase was primarily due to net changes in working capital, driven by lower average commodity prices, and decreased
beneficial interest in securitized trade receivables, due to a change in structure of the securitization program discussed above.
(US$ in millions)
Year ended December 31,
2023
2022
Cash provided by (used for) operating activities
Net proceeds from beneficial interest in securitized trade receivables (1)
Cash provided by operating activities, adjusted
$
$
3,308 $
87
3,395 $
(5,549)
6,824
1,275
(1) On November 16, 2022, Bunge and certain of its subsidiaries amended its trade receivables securitization program
from a DPP structure to a pledge structure, see above for further details.
Cash provided by operating activities, including net proceeds from beneficial interest in securitized trade receivables
was $3,395 million for the year ended December 31, 2023, compared to $1,275 million for the year ended December 31, 2022.
The increase was driven by net working capital changes, driven by lower average commodity prices, as well as higher Net
income during the year ended December 31, 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 consolidated statements of income as Foreign exchange gains (losses) - net. For the year ended December 31, 2023 we
recorded a foreign currency gain on net debt of $281 million versus a foreign currency gain on net debt for the year ended
December 31, 2022 of $101 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 consolidated statements of cash flows.
This adjustment is 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 $1,009 million for the year ended December 31, 2023 compared to cash
provided by investing activities of $6,499 million for the year ended December 31, 2022, a decrease of $7,508 million. The
decrease was primarily due to lower net proceeds from beneficial interests in securitized trade receivable as a result of the
change in the program structure above, and higher capital expenditures including the acquisition of the Avondale refinery.
Additionally, lower proceeds were received on the sale of our Russian operations during the year ended December 31, 2023
compared to proceeds received from the sale of our Mexican wheat milling business during the year ended December 31, 2022.
Financing: Cash used for financing activities was $856 million for the year ended December 31, 2023, an increase of $87
million, compared to cash used for financing activities of $769 million for the year ended December 31, 2022. For the year
ended December 31, 2023, we received net cash proceeds from short-term and long-term debt of $200 million, primarily from
delayed term draw loans of $750 million and $250 million as well as increased short term bank borrowings, offset by the
repayment of the 1.85% Senior Notes - Euro in June 2023 and a 5-year loan agreement due in 2024, repurchased $600 million
of common shares, and paid $383 million in dividend payments to common shareholders. For the year ended December 31,
2022, we made net cash repayments from short-term and long-term debt of $708 million, paid $349 million in dividends to our
common and preference shareholders, repurchased $200 million of common shares, and paid $102 million to acquire an
additional 10% ownership interest from redeemable noncontrolling interest holders in our subsidiary, Bunge Loders Croklaan
Group B.V. These cash outflows were partially offset by $542 million in cash received from the sale of noncontrolling interests,
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including upon formation of the Bunge Chevron JV, and $92 million in proceeds from the exercise of options for common
shares.
2023 Bunge Annual Report
Capital Expenditures
Our cash payments made for capital expenditures were $1,122 million and $555 million for the years ended
December 31, 2023 and 2022, respectively. We intend to make capital expenditures in the range of $1.2 billion to $1.4 billion in
2024. Our priorities for 2024 are to maintain the cash generating capacity of our assets through non-discretionary projects, such
as maintenance, safety and compliance, as well as discretionary investments in growth and productivity projects, focusing on
our strategy to strengthen our oilseeds platform, increase participation in biofuels and plant-based proteins, and grow our value-
added oils business. These discretionary and non-discretionary capital investments will also help us achieve certain of our
environmental and sustainability related objectives. We intend to fund these capital expenditures primarily with cash flows from
operations.
Off-Balance Sheet Arrangements
Guarantees
We have issued or were party to the following guarantees at December 31, 2023:
(US$ in millions)
Unconsolidated affiliates guarantee (1)
Residual value guarantee (2)
Russia disposition indemnity (3)
Other guarantees
Total
Recorded
Liability
Maximum
Potential
Future
Payments
$
$
— $
—
9
—
9 $
94
388
235
14
731
(1) We have issued guarantees to certain financial institutions related to debt of certain of our 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 us to recover any amounts paid under these
guarantees. In addition, certain of our 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 the amounts drawn under guaranteed debt facilities of unconsolidated affiliates at December 31, 2023, our
potential liability was $83 million, and less than $1 million of obligations related to these guarantees have been
recorded within Other non-current liabilities.
(2) We have 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 December 31, 2023,
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. (see Note 26- Leases, to our consolidated
financial statements).
(3) On February 3, 2023, Bunge agreed to indemnify the buyer of its Russian operations against certain existing legal
claims involving Bunge's former Russian subsidiary. The indemnity expires on February 2, 2030. As of December 31,
2023, we recorded a $9 million obligation related to this indemnity within Other non-current liabilities.
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Contractual Obligations
2023 Bunge Annual Report
The following table summarizes our scheduled contractual obligations and their expected maturities at December 31,
2023, and the effect such obligations are expected to have on our liquidity and cash flows in the future periods indicated.
(US$ in millions)
Short-term debt
Long-term debt, including current portion(1)
Variable interest rate obligations
Interest obligations on fixed rate debt
Non-cancelable lease obligations(2)
Capital commitments
Freight supply agreements(3)
Inventory purchase commitments
Power supply purchase commitments
Other commitments and obligations(4)
Payments due by period
Total
2024
2025 - 2026
2027 - 2028
$
797 $
797 $
— $
— $
4,361
303
390
1,086
219
507
283
97
509
9
80
88
338
219
507
270
26
282
2,142
1,135
129
155
345
—
—
13
32
117
66
78
139
—
—
—
21
75
2029 and
thereafter
—
1,075
28
69
264
—
—
—
18
35
Total contractual cash obligations(5)
$
8,552 $
2,616 $
2,933 $
1,514 $
1,489
(1)
Includes components of long-term debt attributable to unamortized premiums of $16 million and excludes components
of long-term debt attributable to fair value hedge accounting of $260 million.
(2) Represents future minimum payments under non-cancelable leases with initial terms of one year or more. Minimum
lease payments have not been reduced by minimum sublease income receipts of $115 million due in future periods
under non-cancelable subleases.
(3) Represents purchase commitments for time on ocean freight vessels and railroad freight lines for the purpose of
transporting agricultural commodities. The ocean freight service agreements are short term contracts with a duration of
less than a year. Ocean freight service agreements with terms in excess of one year are included in non-cancelable
lease obligations. The railroad freight service agreements require a minimum monthly payment regardless of the actual
level of freight services used. The costs of our freight supply agreements are typically passed through to our customers
as a component of the prices we charge for our products. However, changes in the market value of such freight
services compared to the rates at which we have contracted them may affect margins on the sales of agricultural
commodities.
(4) Represents other purchase commitments and obligations, such as take-or-pay contracts, throughput contracts, and debt
commitment fees.
(5) Does not include estimated payments of liabilities associated with uncertain income tax positions. As of December 31,
2023, Bunge had uncertain income tax liabilities of $68 million, including interest and penalties. At this time, we are
unable to make a reasonably reliable estimate of the timing of payments in individual years in connection with these
tax liabilities; therefore, such amounts are not included in the above contractual obligations table. See Note 14- Income
Taxes to our consolidated financial statements.
Employee Benefit Plans
We expect to contribute $24 million to our defined benefit pension plans and $4 million to our postretirement benefit
plans in 2024.
Critical Accounting Policies and Estimates
Our accounting policies are more fully described in Note 1- Nature of Business, Basis of Presentation and Significant
Accounting Policies to our consolidated financial statements included as part of this Annual Report on Form 10-K. As disclosed
in Note 1, the preparation of financial statements in conformity with U.S. GAAP requires management to make substantial
judgment or estimation in their application that may significantly affect reported amounts in the consolidated financial
statements and accompanying notes. Actual results could differ significantly from those estimates. We believe the following
discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our
financial condition and results of operations and require management's most difficult, subjective and complex judgments.
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2023 Bunge Annual Report
Foreign Currency Transactions and Translation of Foreign Currency Financial Statements
Our reporting currency is the U.S. dollar. The functional currency of the majority of our foreign subsidiaries is their local
currency. The determination of functional currency may require significant judgment to identify the currency of the primary
economic environment in which a subsidiary operates. This may include an evaluation of a number of economic factors
including, cash flow, sales price, sales market, expense, and financing indicators, as well, as the extent of the subsidiary’s intra-
entity transactions. However, in accordance with U.S. GAAP, if a foreign entity's economy is determined to be highly
inflationary, then such foreign entity's financial statements are remeasured as if the functional currency were the reporting
currency.
Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured into their
respective functional currencies at exchange rates in effect at the balance sheet date. The resulting exchange gain or loss is
included in our consolidated statements of income as Foreign exchange gains (losses) - net unless the remeasurement gain or
loss relates to an intercompany transaction that is of a long-term investment nature and for which settlement is neither planned
nor anticipated in the foreseeable future, in which case the remeasurement gain or loss is reported as a component of
Accumulated other comprehensive loss in our consolidated balance sheets.
At period-end, amounts included in the consolidated statements of income, comprehensive income, cash flows, and
changes in equity are translated using average exchange rates during each period. Assets and liabilities are translated at period-
end exchange rates and resulting foreign currency translation adjustments are recorded in the consolidated balance sheets as a
component of Accumulated other comprehensive loss.
Inventories and Commodity Derivatives
Our RMI, forward RMI purchase and sale contracts, and exchange-traded futures and options are primarily valued at fair
value. RMI are freely-traded, have quoted market prices, may be sold without significant additional processing and have
predictable and insignificant disposal costs (see Note 5- Inventories to our consolidated financial statements for RMI balances
as of December 31, 2023). We estimate the fair values of commodity inventories and forward purchase and sale contracts on
these inventories based on commodity futures exchange quotations, broker or dealer quotations, or market transactions in either
listed or over-the-counter ("OTC") markets with appropriate adjustments for differences in local markets where our inventories
are located. Certain inventories may utilize significant unobservable data related to local market adjustments to determine fair
value. The significant unobservable inputs for RMI and physically-settled forward purchase and sale contracts relate to certain
management estimates regarding transportation costs 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, we
use proprietary information such as purchase and sale contracts and contracted prices to value freight, premiums, and discounts
in our contracts. Counterparty credit and performance risk on forward commodity purchase and sale contracts is included in the
determination of fair value. 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 executed and the contractual forward delivery period. However, based on historical experience with our
suppliers and customers, our own credit risk, and knowledge of current market conditions, we do not view non-performance
risk to be a significant input to fair value for the majority of our forward commodity purchase and sale contracts.
Changes in the fair values of these inventories and contracts are recognized in our consolidated statements of income as a
component of Cost of goods sold. If we used different methods or factors to estimate fair values, amounts reported as
Inventories and Unrealized gains and losses on derivative contracts in the consolidated balance sheets and Cost of goods sold in
the consolidated statements of income could differ. Additionally, if market conditions change subsequent to year-end, amounts
reported in future periods as Inventories, Unrealized gains and losses on derivative contracts, and Cost of goods sold could
differ. See Note 15- Fair Value Measurements to our consolidated financial statements for further details of commodity
inventories and forward purchase and sale contracts on these inventories carried at fair value.
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Derivatives - Designated Hedging Activities
2023 Bunge Annual Report
We manage currency risk on certain forecasted purchases, sales and selling, general and administrative expenses with
currency forwards designated as cash flow hedges. Assuming normal market conditions, the change in the market value of such
derivative instruments has historically been, and is expected to continue to be, highly effective at offsetting changes in price
movements of the hedged item. Gains and losses arising from open and closed hedging transactions are deferred in
Accumulated other comprehensive loss, net of applicable income taxes, and recognized as a component of earnings in the
consolidated statement of income in the same caption as the hedged items when the hedged item is recognized in earnings. If it
is determined that the derivative hedging instruments are no longer effective at offsetting changes in the price of the hedged
item, then the changes in the market value of the derivative instrument would be recorded immediately in the consolidated
statements of income in the same caption as the hedged items. See Note 16- Derivative Instruments and Hedging Activities to
our consolidated financial statements for further details and impacts of cash flow hedges on the consolidated financial
statements.
Goodwill
When we acquire a business, the consideration is first assigned to identifiable assets and liabilities, including intangible
assets, based on estimated fair values, with any excess recorded as goodwill. Determining fair value requires significant
estimates and assumptions based on an evaluation of a number of factors, including market participants, projected growth rates,
the amounts and timing of future cash flows, the discount rates applied to the cash flows, and the determination of useful life of
an asset.
Our goodwill balance is not amortized to expense. Instead, it is tested for impairment at least annually. We generally
perform our annual impairment analysis during the fourth quarter. If events or indicators of impairment occur between annual
impairment analyses, we perform an impairment analysis at that date. These events or circumstances could include a significant
change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a
significant asset. In testing for a potential impairment of goodwill, we: (1) determine our reporting units; (2) allocate goodwill
to our various reporting units to which the acquired goodwill relates; (3) determine the carrying value, or book value, of our
reporting units; (4) estimate the fair value of each reporting unit using a discounted cash flow model and/or using market
multiples; (5) compare the fair value of each reporting unit to its carrying value; and (6) if the estimated fair value of a reporting
unit is less than the carrying value, we recognize an impairment charge for such amount, but not exceeding the total amount of
goodwill allocated to that reporting unit.
The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many
points during the analysis, including the identification of our reporting units, identification and allocation of the assets and
liabilities to each of our reporting units, and determination of fair value. In estimating the fair value of a reporting unit for the
purposes of our annual or periodic impairment analysis, we make estimates and significant judgments about the future cash
flows of that reporting unit aligned with management’s strategic business plans. Changes in judgment related to these
assumptions and estimates could result in goodwill impairment charges. We believe the assumptions and estimates used are
appropriate based on the information currently available to management. Estimates based on market earnings multiples of peer
companies identified for the reporting unit may also be used, where available. Critical estimates in the determination of fair
value under the income approach include, but are not limited to, assumptions about variables such as commodity prices, crop
and related throughput and production volumes, profitability, future capital expenditures, other expenses, and discount rates, all
of which are subject to a high degree of judgment.
During the fourth quarter of 2023, we performed our annual impairment assessment and determined the estimated fair
values of each of our goodwill reporting units exceeded each of their carrying values by a significant amount. See Note 8-
Goodwill, to our consolidated financial statements.
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2023 Bunge Annual Report
Property, Plant and Equipment and Other Finite-Lived Intangible Assets
Long-lived assets include property, plant and equipment and other finite-lived intangible assets. Property, plant and
equipment and finite-lived intangible assets are depreciated or amortized over their estimated useful life on a straight line basis.
When facts and circumstances indicate the carrying values of these assets may be impaired, an evaluation of recoverability is
performed by comparing the carrying value of the assets to the undiscounted projected future cash flows to be generated by
such assets from their use and ultimate disposal. If the carrying value of our assets is not recoverable, we recognize an
impairment loss in the amount that carrying value exceeds fair value. Impairment is recognized as a charge against results of
operations. Our judgments related to the expected useful lives of these assets and our ability to realize undiscounted cash flows
in excess of the carrying amount of such assets are affected by factors such as the ongoing maintenance of the assets, changes in
economic conditions and changes in operating performance. As we assess the ongoing expected cash flows and carrying
amounts of these assets, changes in these factors could cause us to realize material impairment charges. Please refer to Note 10-
Impairments to our consolidated financial statements for details of property, plant and equipment and other finite-lived
intangible asset impairment charges recorded in the year ended December 31, 2023.
Investments in Affiliates
We have investments in various unconsolidated joint ventures accounted for using the equity method, minus impairment.
We review our investments annually or when an event or circumstances indicate that a potential decline in value may be other
than temporary. We consider various factors in determining whether to recognize an impairment charge, including the length of
time the fair value of the investment is expected to be below its carrying value, the financial condition, operating performance
and near-term prospects of the affiliate, and our intent and ability to hold the investment for a period of time sufficient to allow
for recovery of the fair value. During the second quarter of 2023, certain of the above factors indicated an other than temporary
decline in value of our investment in Australia Plant Proteins ("APP"), a start-up manufacturer of novel protein ingredients. As
a result of the impairment, there is no carrying value associated with the equity method investment in APP at December 31,
2023. Critical estimates in the determination of the fair value include, but are not limited to, future expected cash flows, revenue
growth, and discount rates. If we used different methods or factors to estimate fair value, the amount of recorded impairment
and the carrying value of our investments could differ. Please refer to Note 10- Impairments and Note 11- Investments in
Affiliates and Variable Interest Entities to our consolidated financial statements for further details.
Contingencies
We are a party to a large number of claims and lawsuits, primarily non-income tax and labor claims in Brazil and non-
income tax claims in Argentina, and we make provisions for potential liabilities arising from such claims when we deem them
probable and reasonably estimable. These estimates of probable loss have been developed in consultation with in-house and
outside counsel and are based on an analysis of potential results, assuming a combination of litigation and settlement strategies.
Future results of operations for any particular quarterly or annual period could be materially affected by changes in our
assumptions or the effectiveness of our strategies relating to these proceedings. For more information on tax and labor claims in
Brazil, see "Item 3. Legal Proceedings" and Note 21- Commitments and Contingencies to our consolidated financial statements.
Income Taxes
We record valuation allowances to reduce our deferred tax assets to the amount that we are likely to realize. We apply a
"more likely than not" threshold to the recognition and de-recognition of tax benefits. Accordingly, we recognize the amount of
tax benefit that has a greater than 50% likelihood of being ultimately realized upon settlement. We consider projections of
future taxable income and prudent tax planning strategies to assess the need for and the amount of the valuation allowances. If
we determine that we can realize a deferred tax asset in excess of our net recorded amount, we decrease the valuation
allowance, thereby decreasing income tax expense. Conversely, if we determine that we are unable to realize all or part of our
net deferred tax asset, we increase the valuation allowance, thereby increasing income tax expense. During 2023, we increased
valuation allowances by $321 million, primarily attributable to valuation allowance established on tax credits generated during
the year where Bunge believes a portion of the deferred tax asset is not more likely than not to be realized.
The calculation of our uncertain tax positions involves complexities in the application of intricate tax regulations in a
multitude of jurisdictions across our global operations. Future changes in judgment related to the ultimate resolution of
unrecognized tax benefits will affect the earnings in the quarter of such change. At December 31, 2023, we had recorded
uncertain tax positions of $68 million in our consolidated balance sheet. For additional information on income taxes, please
refer to Note 14- Income Taxes to our consolidated financial statements.
Recoverable Taxes
We evaluate the collectability of our recoverable taxes and record allowances if we determine that collection is doubtful.
Recoverable taxes include value-added taxes paid upon the acquisition of property, plant and equipment, raw materials and
taxable services, as well as other transactional taxes, which can be recovered in cash or as compensation against income taxes,
or other taxes we may owe, primarily in Brazil and Europe. Management's assumption about the collectability of recoverable
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2023 Bunge Annual Report
taxes requires significant judgment because it involves an assessment of the ability and willingness of the applicable federal or
local government to refund the taxes. The balance of these allowances fluctuates depending on the sales activity of existing
inventories, purchases of new inventories, percentages of export sales, seasonality, changes in applicable tax rates, cash
payments by the applicable government agencies and the offset of outstanding balances against income or certain other taxes
owed to the applicable governments, where permissible. At December 31, 2023, the allowance for recoverable taxes was $35
million. We continue to monitor the economic environment and events taking place in the applicable countries and in cases
where we determine that recovery is doubtful, recoverable taxes are reduced by allowances for the estimated unrecoverable
amounts.
New Accounting Pronouncements
See Note 1- Nature of Business, Basis of Presentation and Significant Accounting Policies to our consolidated financial
statements included as part of this Annual Report on Form 10-K.
Item 7A. 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's 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 15- Fair Value Measurements and Note 16- Derivative Instruments and
Hedging Activities to our consolidated financial statements included as part of this Annual Report on Form 10-K 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 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 sale 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 United States and international banking institutions 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 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.
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Commodities Risk
2023 Bunge Annual Report
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 sale 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 executed 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
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 sale 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:
(US$ in millions)
Highest daily aggregated position value
Lowest daily aggregated position value
Ocean Freight Risk
Year Ended
December 31, 2023
Year Ended
December 31, 2022
Fair Value
Market Risk
Fair Value
Market Risk
$
$
459 $
(502) $
(46) $
(50) $
1,809 $
(416) $
(181)
(42)
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 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 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, the Euro, and the 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 December 31, 2023, was not material.
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2023 Bunge Annual Report
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 as analogous to equity for accounting purposes. As a result, foreign exchange gains and losses on these
borrowings are excluded from the determination of Net income and recorded as a component of Accumulated other
comprehensive loss in the consolidated balance sheets. Included in Other comprehensive income (loss) are foreign currency
gains of $111 million and $1 million for the year ended December 31, 2023 and 2022, respectively, related to permanently
invested intercompany loans. Activity in the twelve months ended December 31, 2023 includes reclassification of $85 million
in foreign exchange losses from Other comprehensive income (loss) to Net income, net of tax of zero, related to the sale of
Bunge's Russian operations. See Note 2 - Acquisitions and Dispositions to our consolidated financial statements included as part
of this Annual Report on Form 10-K for more information.
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 December 31, 2023, was $4,921
million with a carrying value of $4,882 million.
A hypothetical 100 basis point increase or decrease in the interest yields on our fixed rate debt and related interest rate
swaps at December 31, 2023, would result in a less than 1% 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 $51 million in our interest expense on our variable rate debt at December 31, 2023. Some of our variable rate
debt is denominated in currencies other than 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 "Risk Factors - We are a capital intensive business
and depend on cash provided by our operations as well as access to external financing to operate and grow our business" 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 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 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 sale 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
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2023 Bunge Annual Report
and/or losses on these instruments, are settled daily, generally through our 100% owned futures clearing subsidiary. Forward
purchase and sale contracts are primarily settled through delivery of agricultural commodities. While we consider these
exchange-traded futures and forward purchase and sale 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 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.
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 16- Derivative Instruments and Hedging Activities to our consolidated financial
statements included as part of this Annual Report on Form 10-K.
Item 8. Financial Statements and Supplementary Data
Our financial statements and related schedule required by this item are contained on pages F-1 through F-72 and on
page E-1 included as part of this Annual Report on Form 10-K. See Item 15(a) for a listing of financial statements provided.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
As of December 31, 2023, 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).
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure
controls and procedures were effective at a reasonable assurance level as of the end of the fiscal year covered by this Annual
Report on Form 10-K.
Management's Report on Internal Control over Financial Reporting
Bunge Global's management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rules 13a-15(f). Bunge Global's internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with U.S. Generally Accepted Accounting Principles.
Under the supervision and with the participation of management, including our Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of the end
of the fiscal year covered by this annual report based on the framework in Internal Control—Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
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2023 Bunge Annual Report
Based on this assessment, management concluded that Bunge Global's internal control over financial reporting was
effective as of the end of the fiscal year covered by this annual report.
Deloitte & Touche LLP, the independent registered public accounting firm that has audited and reported on Bunge
Global's consolidated financial statements included in this annual report, has issued its written attestation report on Bunge
Global's internal control over financial reporting, which is included in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the quarter ended
December 31, 2023, 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. Specifically, we have continued to migrate certain of our
financial reporting systems in Argentina to our South American Enterprise Resource Planning system which may result in
changes to related internal controls over financial reporting.
Additionally, management performed an evaluation of the impacts of the Ukraine-Russia War on our internal controls
over financial reporting. In doing so management noted that, as a result of the war, we are currently unable to perform certain of
our Ukrainian internal controls over financial reporting, primarily relating to on-site physical inspections of inventory, due to
safety concerns, particularly in areas of active conflict. As of December 31, 2023, the carrying value associated with Company
inventories in areas of active conflict has been substantially reserved. In response, management has implemented compensating
controls, including using third-party contractors to carry out visual inspections of the physical condition of our assets held at
Ukrainian facilities in non-active conflict areas.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our
disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control
system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control
system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all
control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Controls may also be circumvented by the individual acts of some persons, by collusion of two or more people or by
management override of controls. The design of any system of controls is based in part on certain assumptions about the
likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all
potential future conditions. Projections of any evaluation of control effectiveness to future periods are subject to risks. Over
time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with
policies or procedures.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
2023 Bunge Annual Report
To the Shareholders and the Board of Directors of Bunge Global SA
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Bunge Global SA and subsidiaries (the "Company") as of December 31,
2023, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2023, based on the criteria established in Internal Control-Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),
the consolidated financial statements and the related notes and the schedule listed in the Index at Item 15 as of and for the year ended
December 31, 2023, of the Company and our report dated February 22, 2024, expressed an unqualified opinion on those consolidated
financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over
Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
St. Louis, Missouri
February 22, 2024
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Item 9B. Other Information
None.
2023 Bunge Annual Report
Information required by Items 10, 11, 12, 13 and 14 of Part III is omitted from this Annual Report on Form 10-K and will
be filed in a definitive proxy statement for our 2024 Annual Meeting.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
We will provide information that is responsive to this Item 10 in our definitive proxy statement for our 2024 Annual
Meeting under the captions "Election of Directors," "Section 16(a) Beneficial Ownership Reporting Compliance," "Corporate
Governance-Board Meetings and Committees-Audit Committee," "Corporate Governance-Board Composition and
Independence," "Audit Committee Report," "Corporate Governance-Corporate Governance Guidelines and Code of Conduct"
and possibly elsewhere therein. That information is incorporated in this Item 10 by reference. The information required by this
item with respect to our executive officers and key employees is found in Part I of this Annual Report on Form 10-K under
the caption "Item 1. Business-Executive Officers and Key Employees of the Company," which information is incorporated
herein by reference.
Item 11. Executive Compensation
We will provide information that is responsive to this Item 11 in our definitive proxy statement for our 2024
Annual Meeting under the captions "Executive Compensation," "Director Compensation," "Compensation Committee
Report," and possibly elsewhere therein. That information is incorporated in this Item 11 by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
We will provide information that is responsive to this Item 12 in our definitive proxy statement for our 2024 Annual
Meeting under the caption "Share Ownership of Directors, Executive Officers and Principal Shareholders" and possibly
elsewhere therein. That information is incorporated in this Item 12 by reference. The information required by this item with
respect to our equity compensation plan information is found in Part II of this Annual Report on Form 10-K under the
caption "Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities-Securities Authorized for Issuance Under Equity Compensation Plans," which information is incorporated herein
by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
We will provide information that is responsive to this Item 13 in our definitive proxy statement for our 2024 Annual
Meeting under the captions "Corporate Governance-Board Independence," "Certain Relationships and Related Party
Transactions" and possibly elsewhere therein. That information is incorporated in this Item 13 by reference.
Item 14. Principal Accounting Fees and Services
We will provide information that is responsive to this Item 14 in our definitive proxy statement for our 2024 Annual
Meeting under the caption "Appointment of Independent Auditor" and possibly elsewhere therein. That information is
incorporated in this Item 14 by reference.
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Item 15. Exhibits, Financial Statement Schedules
a.
(1) (2) Financial Statements and Financial Statement Schedules
PART IV
2023 Bunge Annual Report
See "Index to Consolidated Financial Statements" on page F-1 and Financial Statement Schedule II—Valuation and
Qualifying Accounts on page E-1 of this Annual Report on Form 10-K.
a.
(3) Exhibits
The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Form 10-K.
Certain of the agreements filed as exhibits to this Form 10-K contain representations and warranties by the parties to the
agreements that have been made solely for the benefit of the parties to the agreement, which may have been included in the
agreement for the purpose of allocating risk between the parties rather than establishing matters as facts and may have been
qualified by disclosures that were made to the parties in connection with the negotiation of these agreements and not
necessarily reflected in the agreements. Accordingly, the representations and warranties contained in these agreements may
not describe the actual state of affairs of Bunge Global SA or its subsidiaries as of the date that these representations and
warranties were made or at any other time. Investors should not rely on these representations and warranties as statements
of fact. Additional information about Bunge Global SA and its subsidiaries may be found elsewhere in this Annual Report
on Form 10-K and Bunge Global SA's other public filings, which are available without charge through the SEC's website at
www.sec.gov.
See "Index to Exhibits" set forth below.
Exhibit
Number
Description
2.1 +++ Business Combination Agreement, dated as of June 13, 2023, by and among Bunge Limited, Viterra Limited
and the Sellers listed therein (incorporated by reference from Bunge Limited’s Form 8-K filed on June 15,
2023)
2.2
Agreement and Plan of Merger, dated as of October 31, 2023, by and among Bunge Limited, Horizon
Merger Company Limited and Bunge Global S.A. (incorporated by reference from Bunge Limited’s Form 8-
K filed November 1, 2023)
3.1
Articles of Association (incorporated by reference from the Registrant’s Form 8-K12G3 filed on November
3.2
4.1
4.2 *
10.1
10.2
10.3
1, 2023)
Organizational Regulations, dated as of October 31, 2023 (incorporated by reference from the Registrant’s
Form 8-K12G3 filed on November 1, 2023)
The instruments defining the rights of holders of the long-term debt securities of Bunge and its subsidiaries
are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. Bunge hereby agrees to furnish copies of
these instruments to the Securities and Exchange Commission upon request
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of
1934
Sixth Amended and Restated Pooling Agreement, dated as of August 31, 2020, among Bunge Funding Inc.,
Bunge Management Services Inc., as Servicer, and The Bank of New York, as Trustee (incorporated by
reference from Bunge Limited's Form 10-K filed February 19, 2021)
Twenty-Fourth Amendment to Receivables Transfer Agreement, dated December 18, 2023, 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, and the Conduit Purchasers, Committed
Purchasers, Purchaser Agents, New Canadian Originator party, New German Originators party, New
Mexican Originators party and New Polish Originator party thereto (incorporated by reference from the
Registrant’s Form 8-K filed on December 20, 2023)
Eighth Amended and Restated Receivables Transfer Agreement, dated December 18, 2023, among Bunge
Securitization B.V., as Seller, Koninklijke Bunge B.V., as Master Servicer and Subordinated Lender, Crédit
Agricole Corporate & Investment Bank, as Sustainability Co-ordinator, Coöperatieve Rabobank U.A., as
Administrative Agent and Purchaser Agent, Bunge Global SA, as Performance Undertaking Provider, and
the persons from time to time party thereto as Conduit Purchasers, Committed Purchasers and Purchaser
Agents (incorporated by reference from the Registrant’s Form 8-K filed on December 20, 2023)
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Exhibit
Number
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
2023 Bunge Annual Report
Description
Unadjusted Applicable Margin Letter, dated December 18, 2023, among Bunge Securitization B.V., as
Seller, Bunge Global SA, as Performance Undertaking Provider, Coöperatieve Rabobank U.A., as
Administrative Agent and a Purchaser Agent, and the Purchaser Agents party thereto (incorporated by
reference from the Registrant’s Form 8-K filed on December 20, 2023)
Amendment to and Restatement of the Servicing Agreement, dated May 26, 2016, among Bunge
Securitization B.V., as Seller, Bunge North America Capital, Inc., as U.S. Intermediate Transferor,
Coöperatieve Rabobank U.A., as Italian Intermediate Transferor, Koninklijke Bunge B.V., as Master
Servicer, the persons named therein as Sub-Servicers, the persons named therein as Committed Purchasers,
and Coöperatieve Rabobank U.A., as Administrative Agent (incorporated by reference from Bunge
Limited’s Form 10-K filed on February 28, 2017)
Second Amendment to the Servicing Agreement, dated June 30, 2016, among Bunge Securitization B.V., as
Seller, Bunge North America Capital, Inc., as U.S. Intermediate Transferor, Coöperatieve Rabobank U.A.,
as Italian Intermediate Transferor, Koninklijke Bunge B.V., as Master Servicer, the persons named therein
as Sub-Servicers, the persons named therein as Committed Purchasers, and Coöperatieve Rabobank U.A., as
Administrative Agent (incorporated by reference from Bunge Limited’s Form 10-K filed on February 19,
2021)
Third Amendment to the Servicing Agreement, dated February 19, 2019, among Bunge Securitization B.V.,
as Seller, Bunge North America Capital, Inc., as U.S. Intermediate Transferor, Coöperatieve Rabobank
U.A., as Italian Intermediate Transferor, Koninklijke Bunge B.V., as Master Servicer, the persons named
therein as Sub-Servicers, the persons named therein as Committed Purchasers, and Coöperatieve Rabobank
U.A., as Administrative Agent (incorporated by reference from Bunge Limited’s Form 10-K filed on
February 19, 2021)
First Amendment to Performance and Indemnity Agreement, dated May 24, 2012, between Bunge Limited,
as Performance Undertaking Provider and Coöperatieve Rabobank U.A. (f/k/a Coöperatieve Centrale
Raiffeisen-Boerenleenbank B.A.), as Administrative Agent (incorporated by reference from Bunge
Limited’s Form 10-Q filed on August 1, 2012)
Amended and Restated Performance and Indemnity Agreement, dated June 21, 2023, by and among Bunge
Limited and Bunge Global SA, as Performance Undertaking Provider and Coöperatieve Rabobank U.A., as
Administrative Agent to the Receivables Transfer Agreement dated June 1, 2011, as amended (incorporated
by reference from Bunge Limited’s Form 8-K filed on June 26, 2023)
Subordinated Loan Agreement, dated June 1, 2011, among Koninklijke Bunge B.V. (f/k/a Bunge
Finance B.V.), as Subordinated Lender, Bunge Securitization B.V., as Seller, Koninklijke Bunge B.V. (f/k/a
Bunge Finance B.V.), as Master Servicer, and Coöperatieve Rabobank U.A. (f/k/a Coöperatieve Centrale
Raiffeisen-Boerenleenbank B.A.), as Administrative Agent (incorporated by reference from Bunge
Limited’s Form 10-Q filed on August 9, 2011)
First Amendment to the Subordinated Loan Agreement, dated August 27, 2019, among Koninklijke Bunge
B.V. (f/k/a Bunge Finance B.V.), as Subordinated Lender, Bunge Securitization B.V., as Seller, Koninklijke
Bunge B.V. (f/k/a Bunge Finance B.V.) as Master Servicer, and Coöperatieve Rabobank U.A. (f/k/a
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.), as Administrative Agent (incorporated by
reference from Bunge Limited’s Form 10-K filed on February 19, 2021)
10.12 ++ U.S. Receivables Purchase Agreement, dated June 1, 2011, among Bunge North America, Inc., Bunge
Oils, Inc., Bunge North America (East), LLC, Bunge Milling, Inc., Bunge North America (OPD West), Inc.,
each as a Seller, respectively, Bunge Finance B.V., as Seller Agent, and Bunge North America Capital, Inc.,
as the Buyer (incorporated by reference from Bunge Limited’s Form 10-Q filed on August 9, 2011)
10.13
10.14
First Amendment to U.S. Receivables Purchase Agreement, dated June 15, 2012, among Bunge North
America, Inc., Bunge Oils, Inc., Bunge North America (East), LLC, Bunge Milling, Inc., Bunge North
America (OPD West), Inc., each as a Seller, respectively, Bunge Finance B.V., as Seller Agent, and Bunge
North America Capital, Inc., as the Buyer (incorporated by reference from Bunge Limited’s Form 10-Q filed
on August 1, 2012)
Second Amendment to the U.S. Receivables Purchase Agreement, dated June 30, 2016, among Bunge North
America, Inc., Bunge Oils, Inc., Bunge North America (East), LLC, Bunge Milling, Inc., Bunge North
America (OPD West), Inc., each as a Seller, respectively, Koninklijke Bunge B.V., as Seller Agent, Bunge
North America Capital, Inc., as the Buyer, and Coöperatieve Rabobank U.A., as Administrative Agent
(incorporated by reference from Bunge Limited’s Form 10-K filed on February 28, 2017)
10.15 ++ U.S. Intermediate Transfer Agreement, dated June 1, 2011, among Bunge North America Capital, Inc., as
the Transferor, Bunge Finance B.V., as the Transferor Agent, and Bunge Securitization B.V., as the
Transferee (incorporated by reference from Bunge Limited’s Form 10-Q filed on August 9, 2011)
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Exhibit
Number
10.16
10.17
10.18
10.19
10.20
10.21
10.22
2023 Bunge Annual Report
Description
First Amendment to U.S. Intermediate Transfer Agreement, dated June 15, 2012, among Bunge North
America Capital, Inc., as the Transferor, Bunge Finance B.V., as Transferor Agent, and Bunge
Securitization B.V., as the Transferee (incorporated by reference from Bunge Limited’s Form 10-Q filed on
August 1, 2012)
Fifth Amended and Restated Pre-Export Financing Agreement, dated November 6, 2020, among the
Pre-Export Borrowers party thereto, the Pre-Export Lenders party thereto, Sumitomo Mitsui Banking
Corporation, as Pre-Export Administrative Agent, and Banco Rabobank International Brasil S.A., as
Pre-Export Collateral Agent (incorporated by reference from Bunge Limited’s Form 10-K filed on
February 19, 2021)
Tenth Amended and Restated Guaranty, dated as of July 16, 2021, by Bunge Limited, as Guarantor, to
Coöperatieve Rabobank U.A., New York Branch, in its capacity as Letter of Credit Agent, and the Letter of
Credit Banks named therein, JPMorgan Chase Bank, N.A., as Administrative Agent under the Liquidity
Agreement, and The Bank of New York Mellon, as Collateral Agent under the Security Agreement and
Trustee under the Pooling Agreement (incorporated by reference from Bunge Limited’s Form 8-K filed on
July 19, 2021)
Credit Agreement, dated as of July 7, 2023, by and among Bunge Limited Finance Corp., as Borrower,
CoBank, ACB, as Administrative Agent and Lead Arranger, and the several lenders from time to time
parties thereto (incorporated by reference from Bunge Limited’s Form 8-K filed on July 11, 2023)
Guaranty, dated as of July 7, 2023, by Bunge Limited and Bunge Global SA, as Guarantor, to CoBank,
ACB, as Administrative Agent under the Credit Agreement incorporated as Exhibit 10.42 hereto
(incorporated by reference from Bunge Limited’s Form 8-K filed July 11, 2023)
First Amended and Restated Revolving Credit Agreement, dated as of June 21, 2023, by and among
Bunge Limited Finance Corp., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent,
Citibank, N.A., as Syndication Agent, BNP Paribas, Coöperatieve Rabobank U.A., New York Branch,
Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation and U.S. Bank National Association, as Co-
Documentation Agents, and the several lenders from time to time parties thereto (incorporated by
reference from Bunge Limited’s Form 8-K filed on June 26, 2023)
First Amended and Restated Guaranty, dated as of June 21, 2023, by Bunge Limited and Bunge Global SA,
as Guarantor, to JPMorgan Chase Bank, N.A., as Administrative Agent under the First Amended and
Restated Revolving Credit Agreement incorporated as Exhibit 10.44 hereto (incorporated by reference from
Bunge Limited’s Form 8-K filed on June 26, 2023)
10.23 +++ Second Amendment Agreement to Facility Agreement, dated as of June 21, 2023, by and among Bunge
Finance Europe B.V., as Borrower, BNP Paribas, Crédit Agricole Corporate and Investment Bank, ING
Bank N.V., Natixis and SMBC Bank International Plc as Arrangers, BNP Paribas, as Sustainability Co-
ordinator, Natixis, as Lead Sustainability Co-ordinator, and Crédit Agricole Corporate and Investment Bank,
as Agent, and certain lenders party thereto (incorporated by reference from Bunge Limited’s Form 8-K filed
on June 26, 2023)
10.24
10.25
10.26
10.27
10.28
First Amended and Restated Guaranty, dated as of June 21, 2023, by Bunge Limited, as Guarantor, to Crédit
Agricole Corporate and Investment Bank, as Administrative Agent to the Facility Agreement incorporated
as Exhibit 10.46 hereto (incorporated by reference from Bunge Limited’s Form 8-K filed on June 26, 2023)
Revolving Credit Agreement, dated June 21, 2023, by and among Bunge Limited Finance Corp., as
Borrower, Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent, Sumitomo Mitsui
Banking Corporation, as Syndication Agent, BNP Paribas, Citibank, N.A., Natixis, New York Branch and
U.S. Bank National Association, as Co-Documentation Agents, and the several lenders from time to time
parties thereto (incorporated by reference from Bunge Limited’s Form 8-K filed on June 26, 2023)
Guaranty, dated as of June 21, 2023, by Bunge Limited and Bunge Global SA, as Guarantor, to
Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent under the Revolving Credit
Agreement incorporated as Exhibit 10.48 hereto (incorporated by reference from Bunge Limited’s Form 8-K
filed on June 26, 2023)
Second Amendment to Term Loan Agreement, dated as of June 21, 2023, by and among Bunge Limited
Finance Corp., as Borrower, Sumitomo Mitsui Banking Corporation, as Administrative Agent, and the
several lenders from time to time parties thereto (incorporated by reference from Bunge Limited’s Form 8-K
filed on June 26, 2023)
Second Amended and Restated Guaranty, dated as of June 21, 2023, by Bunge Limited and Bunge Global
SA, as Guarantor, to Sumitomo Mitsui Banking Corporation, as Administrative Agent under the Term Loan
Agreement incorporated as Exhibit 10.50 hereto (incorporated by reference from Bunge Limited’s Form 8-K
filed on June 26, 2023)
68
Table of Contents
Exhibit
Number
10.29
10.30
2023 Bunge Annual Report
Description
First Amended and Restated Term Loan Agreement, dated as of June 21, 2023, by and among Bunge
Limited Finance Corp., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Sumitomo
Mitsui Banking Corporation, Bank of America, N.A., BNP Paribas, Citibank, N.A., Coöperatieve Rabobank
U.A., New York Branch, ING Bank N.V., JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., PNC Bank,
National Association, Royal Bank of Canada, The Toronto-Dominion Bank, New York Branch, Truist Bank,
U.S. Bank National Association and Wells Fargo Bank, National Association, as Syndication Agents, and
the several lenders from time to time parties thereto (incorporated by reference from Bunge Limited’s Form
8-K filed on June 26, 2023)
First Amended and Restated Guaranty, dated as of June 21, 2023, by Bunge Limited and Bunge Global SA,
as Guarantor, to JPMorgan Chase Bank, N.A., as Administrative Agent to the First Amended and Restated
Term Loan Agreement incorporated as Exhibit 10.52 hereto (incorporated by reference from Bunge
Limited’s Form 8-K filed on June 26, 2023)
10.31 +++ Facility Agreement, dated as of October 6, 2023, by and among Bunge Finance Europe B.V., as Borrower,
BNP Paribas, Crédit Agricole Corporate and Investment Bank, ING Bank N.V., Natixis and SMBC Bank
International Plc as Arrangers, Natixis and BNP Paribas, as Sustainability Co-ordinators, and Crédit
Agricole Corporate and Investment Bank, as Agent, and certain lenders party thereto (incorporated by
reference from Bunge Limited’s Form 8-K filed on October 13, 2023)
Guaranty, dated as of October 6, 2023, by Bunge Limited, as Guarantor, to Crédit Agricole Corporate and
Investment Bank, as the facility agent to the Facility Agreement incorporated as Exhibit 10.54 hereto
(incorporated by reference from Bunge Limited’s Form 8-K filed on October 13, 2023)
10.32
10.33 +
10.34 +
10.35 +
10.36 +
10.37 *+
Bunge 2009 Equity Incentive Plan, as amended and restated (incorporated by reference from the Registrant's
Form 8-K12G3 filed November 1, 2023)
Form of Nonqualified Stock Option Award Agreement under the Bunge 2009 Equity Incentive Plan
(incorporated by reference from Bunge Limited’s Form 10-K filed March 1, 2011)
Bunge 2016 Equity Incentive Plan, as amended and restated (incorporated by reference from the
Registrant’s Form 8-K12G3 filed November 1, 2023)
Form of Global Stock Option Agreement under the Bunge 2016 Equity Incentive Plan (incorporated by
reference from Bunge Limited’s Form 10-K filed February 28, 2017)
Form of Global Restricted Stock Unit Agreement under the Bunge 2016 Equity Incentive Plan
10.38 *+
Form of Global Performance Unit Agreement under the Bunge 2016 Equity Incentive Plan
10.39 +
10.40 *+
Bunge 2017 Non-Employee Directors Equity Incentive Plan, as amended and restated (incorporated by
reference from the Registrant’s Form 8-K12G3 filed November 1, 2023)
Form of Restricted Stock Unit Award Agreement under the Bunge 2017 Non-Employee Directors Equity
Incentive Plan
10.41 *+ Bunge Excess Benefit Plan effective January 1, 2009, and amendments thereto through January 1, 2023
(frozen plan as of December 31, 2022)
10.42 *+ Bunge Excess Contribution Plan (Amended and Restated as of January 1, 2023)
10.43 *+ Bunge Supplemental Excess Contribution Plan effective January 1, 2018, and amendment thereto through
January 1, 2020
10.44 *+ Bunge Employee Deferred Compensation Plan effective January 1, 2008, and amendment thereto through
November 1, 2023
10.45 *+ Bunge Annual Incentive Plan effective January 1, 2023, and amendment thereto through November 1, 2023
10.46 +
10.47 *+
10.48 *+
10.49
10.50
10.51
21.1 *
22.1 *
Bunge Executive Severance Plan (incorporated by reference from Bunge Limited’s Form 10-Q filed on July
27, 2022)
Executive Employment Agreement, dated as of December 20, 2023, between Bunge Management Services,
Inc. and Gregory A. Heckman
Executive Employment Agreement, dated as of December 20, 2023, between Bunge Management Services,
Inc. and John W. Neppl
Bunge Savings Plan, as amended (incorporated by reference from the Registrant’s Form S-8 POS filed on
November 1, 2023)
Bunge Savings Plan – Supplement A, as amended (incorporated by reference from the Registrant’s Form
S-8 POS filed on November 1, 2023)
Bunge Retirement Savings Plan, as amended (incorporated by reference from the Registrant’s Form S-8
POS filed November 1, 2023)
Subsidiaries of the Registrant
Subsidiary Issuers of Guaranteed Securities
69
Table of Contents
Exhibit
Number
23.1 *
31.1 *
31.2 *
2023 Bunge Annual Report
Consent of Deloitte & Touche LLP
Description
Certification of Bunge Global SA's Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley
Act
Certification of Bunge Global SA's Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley
Act
32.1 ** Certification of Bunge Global SA's Chief Executive Officer pursuant to Section 906 of the Sarbanes Oxley
Act
32.2 ** Certification of Bunge Global SA's Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley
Act
Policy Relating to Recovery of Erroneously Awarded Compensation
97.1 *
(101) Interactive Data Files (submitted electronically herewith)
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
104
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.
Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)
Subsidiary Issuers of Guaranteed Securities
*
**
+
++
Filed herewith.
Furnished herewith.
Denotes a management contract or compensatory plan or arrangement.
Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of
an application for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
+++ 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.
70
Table of Contents
2023 Bunge Annual Report
BUNGE GLOBAL SA
Schedule II—Valuation and Qualifying Accounts
(US$ in millions)
Balance at
beginning of
period
Charged to
costs and
expenses
Charged to
other
accounts(b)
Deductions
from reserves
Balance at
end of period
144
45
58
316
132
39
44
297
136
43
36
269
35
6
4
95
66
13
3
17
71
9
14
391
(5)
(3)
(3)
(49)
5
3
1
(7)
3
3
2
2
(42) (c)
(9)
(15)
(65)
(67) (c)
(12)
(12)
(38)
(74) (c)
(16)
(17)
(72)
$
$
$
$
$
$
$
$
$
$
$
$
132
39
44
297
136
43
36
269
136
39
35
590
Description
FOR THE YEAR ENDED
DECEMBER 31, 2021
Allowances for doubtful
accounts(a)
Allowances for secured
advances to suppliers
Allowances for recoverable
taxes
Income tax valuation
allowances
FOR THE YEAR ENDED
DECEMBER 31, 2022
Allowances for doubtful
accounts(a)
Allowances for secured
advances to suppliers
Allowances for recoverable
taxes
Income tax valuation
allowances
FOR THE YEAR ENDED
DECEMBER 31, 2023
Allowances for doubtful
accounts(a)
Allowances for secured
advances to suppliers
Allowances for recoverable
taxes
Income tax valuation
allowances
$
$
$
$
$
$
$
$
$
$
$
$
(a)
Includes allowance for doubtful accounts for current and non-current trade accounts receivables.
(b) Consists primarily of foreign currency translation adjustments.
(c)
Includes write-offs of uncollectible accounts and recoveries.
E-1
Table of Contents
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
2023 Bunge Annual Report
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)
Report of Statutory Auditor on the Consolidated Financial Statements
Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Balance Sheets at December 31, 2023 and 2022
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Changes in Equity and Redeemable Noncontrolling Interests for the Years Ended
December 31, 2023, 2022 and 2021
Notes to the Consolidated Financial Statements
Page
F-2
F-4
F-7
F-8
F-9
F-10
F-11
F-14
F-1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
2023 Bunge Annual Report
To the Shareholders and the Board of Directors of Bunge Global SA
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Bunge Global SA and subsidiaries (the "Company") as
of December 31, 2023 and 2022, and the related consolidated statements of income, statements of comprehensive income,
statements of cash flows, and statements of changes in equity and redeemable noncontrolling interests, for each of the three
years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively
referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in
the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on the criteria
established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission and our report dated February 22, 2024, expressed an unqualified opinion on the Company's internal
control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures
that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Readily Marketable Inventories and Physically Settled Forward Purchase and Sale Contracts - Refer to Notes 1 and 15 to
the financial statements
Critical Audit Matter Description
The Company records agricultural commodity inventories, referred to as readily marketable inventories "RMI", and
physically settled forward purchase and sale contracts at fair value with changes in fair value recorded in earnings as a
component of cost of goods sold. The Company values RMI and physically settled forward purchase and sale contracts
primarily using Level 1 inputs, such as public exchange quotes of commodity futures, broker or dealer quotations. A portion of
the value, however, is derived using significant unobservable inputs referred to as Level 3 inputs, such as management
estimates regarding costs of transportation and other location-related adjustments in Brazil, that involve significant judgment by
management.
F-2
Table of Contents
2023 Bunge Annual Report
Auditing the significant unobservable inputs in Brazil used by management to estimate the fair value of RMI and physically
settled forward purchase and sale contracts involved judgment.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the significant unobservable inputs in Brazil used by management to estimate the fair value of
RMI and physically settled forward purchase and sale contracts included the following, among others:
• We tested the effectiveness of controls over management’s review of the underlying assumptions used in the
Company’s process of estimating the fair value of RMI and physically settled forward purchase and sale contracts,
including those over Level 3 inputs.
• We evaluated the appropriateness and consistency of the Company’s methods and assumptions used to estimate the
fair value of RMI and physically settled forward purchase and sale contracts.
• We evaluated the competence, capabilities, and objectivity of our specialists used to estimate the fair value of RMI and
physically settled forward purchase and sale contracts.
• We evaluated management’s ability to accurately estimate fair value by comparing management’s historical estimates
to subsequent transactions, considering changes in market conditions subsequent to year-end.
• We made selections of RMI and physically settled forward purchase and sale contracts to test Level 3 inputs and
performed the following:
◦ We evaluated the reasonableness of the Level 3 inputs by reference to third-party data, information produced
by the entity, and inquires of management.
◦ We searched for contradictory evidence to Level 3 inputs based on our knowledge of the commodities market
and inquiries of management.
/s/ Deloitte & Touche LLP
St. Louis, Missouri
February 22, 2024
We have served as the Company's auditor since 2002.
F-3
Table of Contents
2023 Bunge Annual Report
Deloitte SA
Rue du Pré-de-la-Bichette 1
1202 Geneva
Switzerland
Phone: +41 (0)58 279 60 00
Fax: +41 (0)58 279 66 00
www.deloitte.ch
Report of the Statutory Auditor
To the General Meeting of
Bunge Global SA, Geneva
Report on the Audit of the Swiss Statutory Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Bunge Global SA (the Company) and its subsidiaries (the Group),
which comprise the consolidated statements of income, the consolidated statements of comprehensive income, the
consolidated balance sheets, the consolidated statements of cash flows, the consolidated statements of changes in equity and
redeemable noncontrolling interests and the notes to the consolidated financial statements including material accounting
policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated
financial position of the Group as at December 31, 2023 and of its consolidated financial performance and its consolidated
cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of
America (“US GAAP”) and comply with Swiss law and the Company’s articles of incorporation.
Basis for Opinion
We conducted our audit in accordance with Swiss law, the Swiss Standards on Auditing (SA-CH), and auditing standards
generally accepted in the United States of America (US-GAAS). Our responsibilities under those provisions and standards are
further described in the “Auditor's Responsibilities for the Audit of the Consolidated Financial Statements” section of our
report. We are independent of the Group in accordance with the provisions of Swiss law, together with the requirements of
the Swiss audit profession, as well as those of the American Institute of Certified Public Accountants (AICPA), and we have
fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matter
A key audit matter is a matter that, in our professional judgment, was of most significance in our audit of the consolidated
financial statements of the current period. This matter was addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.
F-4
Table of Contents
2023 Bunge Annual Report
Bunge Global SA
Report of the statutory auditor
for the year ended December 31, 2023
Readily Marketable Inventories and Physically Settled Forward Purchase and Sale Contracts – Refer to
Notes 1 and 15 to the financial statements
Key audit matter
The Company records agricultural commodity inventories,
referred to as readily marketable inventories “RMI”, and
physically settled forward purchase and sale contracts at
fair value with changes in fair value recorded in earnings as
a component of cost of goods sold. The Company values
RMI and physically settled forward purchase and sale
contracts primarily using Level 1 inputs, such as public
exchange quotes of commodity futures, broker or dealer
quotations. A portion of the value, however, is derived
using significant unobservable inputs referred to as Level 3
inputs, such as management estimates regarding costs of
transportation and other location-related adjustments in
Brazil, that involve significant judgment by management.
Auditing the significant unobservable inputs in Brazil used
by management to estimate the fair value of RMI and
physically settled forward purchase and sale contracts
involved judgment.
How the scope of our audit responded to the key
Our audit procedures related to the significant
unobservable inputs in Brazil used by management to
estimate the fair value of RMI and physically settled
forward purchase and sale contracts included the
following, among others:
• We tested the effectiveness of controls over
management’s review of the underlying
assumptions used in the Company’s process of
estimating the fair value of RMI and physically
settled forward purchase and sale contracts,
including those over Level 3 inputs.
• We evaluated the appropriateness and
consistency of the Company’s methods and
assumptions used to estimate the fair value of
RMI and physically settled forward purchase and
sale contracts.
• We evaluated the competence, capabilities and
objectivity of our specialists used to estimate the
fair value of RMI and physically settled forward
purchase and sale contracts.
• We evaluated management’s ability to accurately
estimate fair value by comparing management’s
historical estimates to subsequent transactions,
considering changes in market conditions
subsequent to year end
• We made selections of RMI and physically settled
forward purchase and sale contracts to test Level
3 inputs and performed the following:
– We evaluated the reasonableness of the
Level 3 inputs by reference to third party
data, information produced by the entity,
and inquires of management.
– We searched for contradictory evidence
to Level 3 inputs based on our knowledge
of the commodities market and inquiries
of management.
Other Information
The Board of Directors is responsible for the other information. The other information comprises the information included in
the annual report, but does not include the consolidated financial statements, the stand-alone financial statements, the
remuneration report, and our auditor’s reports thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated.
F-5
Table of Contents
2023 Bunge Annual Report
Bunge Global SA
Report of the statutory auditor
for the year ended December 31, 2023
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Board of Directors’ Responsibilities for the Consolidated Financial Statements
The Board of Directors is responsible for the preparation of the consolidated financial statements, which give a true and fair
view in accordance with US GAAP and the provisions of Swiss law, and for such internal control as the Board of Directors
determines is necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of
accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss
law, US GAAS and SA-CH will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is located on EXPERTsuisse’s
website at: https://www.expertsuisse.ch/en/audit-report. This description forms an integral part of our report.
Report on Other Legal and Regulatory Requirements
In accordance with Art. 728a para. 1 item 3 CO and PS-CH 890, we confirm that an internal control system exists, which has
been designed for the preparation of the consolidated financial statements according to the instructions of the Board of
Directors.
We recommend that the consolidated financial statements submitted to you be approved.
Deloitte SA
/s/Joëlle Herbette
Joëlle Herbette
Licensed Audit Expert
Auditor in Charge
Geneva, February 22, 2024
JOH/NDV/ahe
/s/Nicolas de Portier de Villeneuve
Nicolas de Portier de Villeneuve
Licensed Audit Expert
Enclosures
- Consolidated financial statements (consolidated statements of income, consolidated statements of comprehensive income,
consolidated balance sheets, consolidated statements of cash flows, consolidated statements of changes in equity and
redeemable noncontrolling interests and notes to the consolidated financial statements)
F-6
Table of Contents
2023 Bunge Annual Report
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BUNGE GLOBAL SA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(U.S. dollars in millions, except per share data)
Net sales
Cost of goods sold
Gross profit
Selling, general and administrative expenses
Interest income
Interest expense
Foreign exchange gains (losses) — net
Other income (expense) — net
Income from affiliates
Income before income tax
Income tax expense
Net income
Net (income) attributable to noncontrolling interests and redeemable
noncontrolling interests
Net income attributable to Bunge
Convertible preference share dividends and other obligations
Net income available to Bunge shareholders (Note 24)
Earnings per share—basic (Note 24)
Net income attributable to Bunge shareholders - basic
Earnings per share—diluted (Note 24)
Net income attributable to Bunge shareholders - diluted
Year Ended December 31,
2023
2022
2021
$
59,540 $
67,232 $
59,152
(54,695)
4,845
(63,550)
3,682
(55,789)
3,363
(1,715)
(1,369)
(1,234)
148
(516)
20
129
140
3,051
(714)
2,337
(94)
2,243
—
2,243 $
71
(403)
(11)
(9)
105
2,066
(388)
1,678
(68)
1,610
—
1,610 $
48
(243)
(38)
509
160
2,565
(398)
2,167
(89)
2,078
(34)
2,044
15.07 $
10.83 $
14.50
14.87 $
10.51 $
13.64
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-7
Table of Contents
2023 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(U.S. dollars in millions)
Net income
Other comprehensive income (loss):
Foreign exchange translation adjustment
Unrealized losses on designated hedges, net of tax expense of $(3), $(2), and
$(2)
Pension adjustment, net of tax benefit (expense) of $3, $(5), and $(17)
Reclassification of realized net losses (gains) to net income, net of tax
expense (benefit) of $3, $12, and $(1)
Total other comprehensive income (loss)
Total comprehensive income
Comprehensive income attributable to noncontrolling interests and
redeemable noncontrolling interests
Comprehensive loss attributable to acquisition of redeemable noncontrolling
interest
Total comprehensive income attributable to Bunge
Year Ended December 31,
2023
2022
2021
$
2,337 $
1,678 $
2,167
341
12
(268)
(99)
(18)
(81)
40
99
323
2,660
122
93
1,771
(36)
57
(4)
(251)
1,916
(100)
(46)
(63)
—
2,560 $
(15)
1,710 $
—
1,853
$
The accompanying notes are an integral part of these consolidated financial statements.
F-8
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in millions, except share data)
2023 Bunge Annual Report
December 31,
2023
December 31,
2022
ASSETS
Current assets:
Cash and cash equivalents
Trade accounts receivable (less allowances of $104 and $90) (Note 4)
Inventories (Note 5)
Assets held for sale (Note 2)
Other current assets (Note 6)
Total current assets
Property, plant and equipment, net (Note 7)
Operating lease assets (Note 26)
Goodwill (Note 8)
Other intangible assets, net (Note 9)
Investments in affiliates (Note 11)
Deferred income taxes (Note 14)
Other non-current assets (Note 12)
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt (Note 17)
Current portion of long-term debt (Note 18)
Trade accounts payable (includes $823 and $643 carried at fair value)
Current operating lease obligations (Note 26)
Liabilities held for sale (Note 2)
Other current liabilities (Note 13)
Total current liabilities
Long-term debt (Note 18)
Deferred income taxes (Note 14)
Non-current operating lease obligations (Note 26)
Other non-current liabilities (Note 22)
Redeemable noncontrolling interests
Equity (Note 23):
$
$
$
Registered shares, par value $0.01; authorized not issued—80,714,736 shares; conditionally
authorized 32,285,894 shares; issued and outstanding: 145,319,668 shares at December 31,
2023
Common shares, par value $0.01; authorized—400,000,000 shares; issued and outstanding:
149,907,932 shares at December 31, 2022
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss (Note 23)
Treasury shares, at cost; 2023—16,109,804 and 2022—18,835,812 shares
Total Bunge shareholders' equity
Noncontrolling interests
Total equity
Total liabilities, redeemable noncontrolling interest and equity
$
2,602 $
2,592
7,105
1
4,050
16,350
4,541
926
489
398
1,280
773
615
25,372 $
797 $
5
3,664
308
—
2,913
7,687
4,080
400
566
824
1
1,104
2,829
8,408
36
4,381
16,758
3,617
1,024
470
360
1,012
712
627
24,580
546
846
4,386
425
18
3,379
9,600
3,259
365
547
849
4
1
—
—
5,900
12,077
(6,054)
(1,073)
10,851
963
11,814
25,372 $
1
6,692
10,222
(6,371)
(1,320)
9,224
732
9,956
24,580
The accompanying notes are an integral part of these consolidated financial statements.
F-9
Table of Contents
2023 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in millions)
Year Ended December 31,
2023
2022
2021
$
2,337
$
1,678
$
2,167
OPERATING ACTIVITIES
Net income
Adjustments to reconcile net income 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 (benefit) expense
Gain on sale of investments and property, plant and equipment
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
Beneficial interest in securitized trade receivables
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
Payments for beneficial interest in securitized trade receivables
Proceeds from disposal of business and property, plant and equipment
Payments for investments in affiliates
Other, net
Cash (used for) provided by 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
Proceeds from the exercise of options for common shares
Repurchases of common shares
Dividends paid to preference shareholders
Dividends paid to registered or common shareholders
Dividends paid to noncontrolling interests
Sale of noncontrolling interest
Acquisition of redeemable noncontrolling interest and noncontrolling interest
Settlement of cross currency swap
Other, net
Cash used for financing activities
Effect of exchange rate changes on cash and cash equivalents, restricted cash, and cash held for sale
Net increase in cash and cash equivalents, restricted cash, and cash held for sale
Cash and cash equivalents, restricted cash, and cash held for sale - beginning of period
104
(281)
451
69
(1)
(4)
(157)
117
256
1,518
(121)
(939)
(140)
(366)
173
202
23
—
67
3,308
(1,122)
49
(69)
(64)
87
—
170
(136)
76
(1,009)
138
1,247
(987)
978
(1,176)
9
(600)
—
(383)
(17)
—
—
(79)
14
(856)
28
1,471
1,152
162
(101)
408
65
(119)
(6)
(106)
97
(206)
(269)
(14)
67
175
(31)
(242)
(94)
325
(6,940)
(398)
(5,549)
(555)
326
(321)
(135)
6,824
—
508
(55)
(93)
6,499
127
1,753
(1,856)
297
(1,029)
92
(200)
(8)
(341)
(17)
542
(102)
—
(27)
(769)
66
247
905
226
78
424
61
(272)
(417)
(160)
6
(530)
(1,301)
(48)
1,633
32
394
252
247
(82)
(5,376)
(228)
(2,894)
(399)
171
(308)
(34)
5,234
(177)
647
(46)
25
5,113
(2,181)
2,529
(2,442)
1,001
(4)
116
(100)
(34)
(289)
(76)
—
(147)
—
(5)
(1,632)
(63)
524
381
905
Cash and cash equivalents, restricted cash, and cash held for sale - end of period
$
2,623
$
1,152
$
The accompanying notes are an integral part of these consolidated financial statements.
F-10
Table of Contents
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
(U.S. dollars in millions, except share data)
Common Shares
Registered Shares
Treasury Shares
Redeemable
Non-
Controlling
Interests
Shares
Amount
Shares
Amount
Shares
Amount
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Non-
Controlling
Interests
Total
Equity
Balance, January 1, 2023
$
4
149,907,932
$
18,835,812
$
(1,320) $
6,692
$
10,222
$
(6,371) $
732
$
Net income
Other comprehensive income
Redemption value adjustment
Dividends on common shares, $2.6125 per
share
Dividends to noncontrolling interests on
subsidiary common stock
Contribution from noncontrolling interest
Acquisition of noncontrolling interest (Note 11)
Share-based compensation expense
Cancellation of common shares and issuance of
registered shares
Cancellation of treasury shares
Repurchase of common shares
Issuance of registered or common shares,
including stock dividends
Balance, December 31, 2023
$
(1)
—
(2)
—
—
—
—
—
—
—
—
—
1
—
—
—
—
—
—
—
—
1
—
—
—
—
—
—
—
—
$
—
—
—
—
—
—
—
—
—
(145,287,978)
(1)
145,287,978
—
(5,407,861)
787,907
—
$
—
—
—
—
—
—
31,690
—
—
—
—
—
—
—
—
—
1
—
—
—
—
—
—
—
—
—
—
—
—
(8,102,179)
5,407,861
—
—
—
—
—
—
—
—
—
845
(600)
(31,690)
2
—
—
—
—
—
—
—
69
—
(845)
—
(16)
2,243
—
2
(386)
—
—
—
—
—
—
—
(4)
—
317
—
—
—
—
—
—
—
—
—
—
95
6
—
—
9,956
2,338
323
2
(386)
(17)
(17)
56
91
—
—
—
—
—
56
91
69
—
—
(600)
(18)
145,319,668 $
1
16,109,804
$
(1,073) $
5,900
$
12,077
$
(6,054) $
963
$
11,814
F-11
Table of Contents
2023 Bunge Annual Report
Convertible
Preference Shares
Common Shares
Treasury
Shares
Redeemable
Non-
Controlling
Interests
Shares
Amount
Shares
Amount
Shares
Amount
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Non-
Controlling
Interests
Total
Equity
6,899,683
$
690
141,057,414
$
1
16,726,697
$
(1,120) $
5,590
$
8,979
$
(6,471) $
156
$
Balance, January 1, 2022
$
Net income
Other comprehensive income (loss)
Redemption value adjustment
Dividends on common shares,
$2.40 per share
Dividends to noncontrolling
interests on subsidiary common
stock
Contribution from noncontrolling
interest
Sale of noncontrolling interest
Acquisition of redeemable
noncontrolling interest
Share-based compensation expense
Repurchase of common shares
Conversion of preference shares to
common shares
Issuance of common shares,
including stock dividends
Balance, December 31, 2022
$
381
13
(24)
1
—
—
—
—
(367)
—
—
—
4
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(2,109,115)
—
(6,899,683)
(690)
8,863,331
—
—
2,096,302
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,109,115
(200)
—
—
—
—
—
—
—
—
—
—
247
45
65
—
690
55
1,610
—
—
(362)
—
—
—
—
—
—
—
(5)
—
115
—
—
—
—
—
(15)
—
—
—
—
55
2
—
—
7,825
1,665
117
—
(362)
(17)
(17)
6
295
235
—
—
—
—
6
542
265
65
(200)
—
50
—
$
—
149,907,932
$
1
18,835,812
$
(1,320) $
6,692
$
10,222
$
(6,371) $
732
$
9,956
F-12
Table of Contents
2023 Bunge Annual Report
Convertible
Preference Shares
Common Shares
Treasury
Shares
Redeemable
Non-
Controlling
Interests
Shares
Amount
Shares
Amount
Shares
Amount
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Non-
Controlling
Interests
Total
Equity
Balance, January 1, 2021
$
Net income
Other comprehensive loss
Redemption value adjustment
Acquisition of redeemable
noncontrolling interest
Dividends on common shares,$2.08
per share
Dividends on preference shares,
$4.875 per share
Dividends to noncontrolling
interests on subsidiary common
stock
Capital (return) to noncontrolling
interest
Disposition of noncontrolling
interest in subsidiary
Share-based compensation expense
Repurchase of common shares
Issuance of common shares,
including stock dividends
Balance, December 31, 2021
$
415
61
(26)
1
—
—
—
(71)
—
1
—
—
—
381
6,899,683
$
690
139,790,238
$
1
15,428,313
$
(1,020) $
5,408
$
7,236
$
(6,246) $
136
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1,298,384)
—
2,565,560
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,298,384
(100)
—
—
(1)
—
—
—
—
—
—
61
—
2,078
—
—
(3)
(294)
(34)
—
—
—
—
—
—
—
122
(4)
—
(225)
—
—
—
—
—
—
—
—
—
—
28
—
—
—
—
—
(5)
(3)
—
—
—
—
6,205
2,106
(225)
(1)
(3)
(294)
(34)
(5)
(3)
—
61
(100)
118
6,899,683
$
690
141,057,414
$
1
16,726,697
$
(1,120) $
5,590
$
8,979
$
(6,471) $
156
$
7,825
The accompanying notes are an integral part of these consolidated financial statements.
F-13
Table of Contents
2023 Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES
Description of Business—On November 1, 2023, Bunge Global SA completed the change of jurisdiction of
incorporation of its group holding company from Bermuda to Switzerland (the "Redomestication"). The Redomestication, as
approved by our shareholders, was effected pursuant to a scheme of arrangement under Bermuda law. Each common share of
Bunge Limited, par value $0.01 per share, was cancelled in exchange for an equal number of registered shares of Bunge Global
SA, par value $0.01 per share (the "registered shares"). The registered shares began trading on the New York Stock Exchange
(the "NYSE") under the symbol "BG" on November 1, 2023, which is the same symbol under which the Bunge Limited shares
were previously traded. References to the term "shares" refer to Bunge Limited common shares prior to the Redomestication
and to Bunge Global SA registered shares after the Redomestication, unless otherwise specified. See Note 23 – Equity for
further information.
Bunge Global SA, together with its consolidated subsidiaries and variable interest entities ("VIEs") in which it is
considered the primary beneficiary, through which its businesses are conducted (collectively "Bunge" or "the Company"), is a
leading global agribusiness and food company. Bunge operates in four reportable segments: Agribusiness, Refined and
Specialty Oils, Milling, and Sugar and Bioenergy.
Corporate and Other, which is not a reportable segment, includes salaries and overhead for corporate functions that are
not allocated to the Company’s individual reporting segments because the operating performance of such reporting segments 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 program, accounts receivable securitization activities, and certain income tax
assets and liabilities.
Agribusiness—Bunge's Agribusiness segment is an integrated, global business involved in the purchase, storage,
transport, processing, and sale of agricultural commodities and commodity products. Bunge's agribusiness operations and assets
are located in North America, South America, Europe, and Asia-Pacific with merchandising and distribution offices throughout
the world.
Bunge's Agribusiness segment also participates in related financial activities, such as offering trade structured finance,
which leverages its international trade flows, providing risk management services to customers by assisting them with
managing price exposure to agricultural commodities, foreign exchange, and other financial instruments.
Refined and Specialty Oils —Bunge's Refined and Specialty Oils segment produces and sells edible oil products, such as
packaged and bulk oils and fats, shortenings, margarines, mayonnaise, and other products derived from the vegetable oil
refining process, including renewable diesel feedstocks, and refines and fractionates palm oil, palm kernel oil, coconut oil, and
shea butter. Bunge's refined and specialty oils operations are located in North America, South America, Europe, Asia-Pacific,
and Africa.
Milling —Bunge's Milling segment primarily comprises wheat and corn milling businesses that purchase wheat and corn
directly from farmers and dealers and process them into milled products for food processors, bakeries, brewers, snack food
producers, and other customers. Due to the completion of the sale of Bunge's Mexican wheat milling business during the third
quarter of 2022, Bunge's wheat milling activities are now primarily located in Brazil. Corn milling activities are primarily
located in the United States and Mexico. See Note 2- Acquisitions and Dispositions for additional information on the completed
sale of Bunge's Mexican wheat milling activities.
Sugar and Bioenergy—Bunge's Sugar and Bioenergy segment primarily consists of the Company's 50% ownership
interest in the net earnings of BP Bunge Bioenergia, a joint venture with BP p.l.c. ("BP"). The joint venture is a leading
company in the ethanol, biopower, and sugar market in Brazil. BP Bunge Bioenergia operates on a stand-alone basis with a
total of 11 mills located across the Southeast, North, and Midwest regions of Brazil. Bunge accounts for its interest in the joint
venture under the equity method of accounting.
Argentina
Bunge has significant operating subsidiaries in Argentina. Argentina has experienced hyperinflation, high fiscal deficit
and negative Gross Domestic Product ("GDP") growth in recent quarters. Throughout 2023 and 2022, Argentina’s government
has published multiple Emergency Decrees, certain of which have introduced preferential U.S. dollar to Argentine peso foreign
exchange rates (collectively referred to as the "Export Programs"). Preferential exchange rates under the Export Programs are
F-14
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
available exclusively during specific periods of time to be used on qualifying Argentine peso denominated purchases of certain
commodities and payment of export duties. The Export Programs were aimed at boosting farmer selling and in turn commodity
exports generating an influx of foreign currency. During the periods covered by the Export Programs, qualifying commodity
prices in Argentine pesos were directly impacted by the preferential rates. Transactions related to these Export Programs were
accounted for at the preferential rate.
Ukraine-Russia War
On February 24, 2022, Russia initiated a military invasion of Ukraine (the "war"). Bunge’s Ukrainian operations
comprise two oilseed crushing facilities, located in Mykolaiv and Dnipropetrovsk, a grain export terminal in Mykolaiv
commercial seaport, numerous grain elevators, and an office in Kiev. The Company also operates a corn milling facility in
Ukraine via a joint venture. As of December 31, 2023, total assets and total liabilities associated with Bunge’s Ukrainian
subsidiaries each comprise less than 3% of Bunge’s consolidated Total assets and Total liabilities, respectively.
Bunge’s operational activities in Ukraine have steadily increased over the year, but remain limited and are subject to
Bunge's ability to perform activities safely. On July 17, 2023, an agreement allowing the safe export of grain from three
Ukrainian ports (Pivdennyi/Yuzhnvi, Odesa, and Chornomorsk; the "POC corridor") on the Black Sea expired. Following the
termination of the POC corridor agreement, Russian attacks on key Ukrainian export infrastructure locations intensified. As of
February 22, 2024, the termination of the POC corridor agreement and Russian attacks on key export infrastructure over the
year have not significantly impacted Bunge's results of operations in Ukraine as alternative routes to export product are being
effectively utilized. The scope, intensity, duration, and outcome of the ongoing war is uncertain, and any continuation or
escalation of the war may have a material adverse effect on Bunge, including its Ukrainian operations.
In the year ended December 31, 2023, the Company recognized mark-to-market gains of $29 million, respectively, in
Cost of goods sold in the consolidated statements of income related to inventory recovered from its Mykolaiv and other
facilities which had no carrying value as of December 31, 2022. No impairments or charges related to the war were recorded in
the year ended December 31, 2023.
Basis of Presentation—The consolidated financial statements are prepared in conformity with accounting principles
generally accepted in the United States of America ("U.S. GAAP"). The accounting policies used to prepare these financial
statements are the same as those used to prepare the consolidated financial statements in prior years, except as described in
these notes or for the adoption of new standards as outlined below.
Principles of Consolidation—The accompanying consolidated financial statements include the accounts of Bunge, its
subsidiaries and 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 exercises control. Equity investments in which Bunge has the ability to
exercise significant influence but does not have a controlling financial interest are accounted for by the equity method of
accounting. Investments in which Bunge does not exercise significant influence are accounted for at cost, or fair value if readily
determinable. Intercompany accounts and transactions are eliminated. An enterprise is determined to be the primary beneficiary
if it has a controlling financial interest, defined as (a) the power to direct the activities of a VIE that most significantly impact
the economics of the VIE and (b) the obligation to absorb losses of or the right to receive benefits from the VIE that could
potentially be significant to the VIE's operations. Performance of that analysis requires the exercise of judgment. The primary
beneficiary analysis must be continually reassessed and requires the exercise of judgement. VIE assessments are revisited upon
the occurrence of relevant reconsideration events.
Noncontrolling interests in subsidiaries related to Bunge's ownership interests of less than 100% are reported as
Noncontrolling interests or Redeemable noncontrolling interests in the consolidated balance sheets. The noncontrolling
ownership interests in Bunge's earnings, net of tax, is reported as Net (income) attributable to noncontrolling interests and
redeemable noncontrolling interests in the consolidated statements of income.
Reclassifications—Effective January 1, 2023, the Company changed its reporting of cash proceeds from and repayments
of short-term debt with maturities of three months or less to be presented on a net basis in its consolidated statements of cash
flows. Prior to January 1, 2023, the Company presented cash proceeds from and repayments of short-term debt with maturities
of three months or less separately in its consolidated statements of cash flows. Prior period amounts have been reclassified to
conform to current presentation.
F-15
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Use of Estimates—The preparation of consolidated financial statements in conformity with U.S. GAAP requires Bunge
to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and notes. Actual
results could differ from those estimates.
Offsetting—In the normal course of its operations the Company routinely enters into transactions resulting in the
recognition of assets and liabilities stemming from unconditional obligations, for example trade receivables and trade payables,
or conditional obligations, for example unrealized gains and losses on derivative contracts at fair value, with the same
counterparty. The Company generally records all such assets and liabilities on a gross basis, even when they are subject to
master netting agreements.
However, the Company also engages in various trade structured finance activities to leverage the value of its global trade
flows. These activities include programs under which Bunge 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 and other programs in which
trade related payables are set-off against receivables, when all related assets and liabilities are subject to legally enforceable set-
off agreements and the criteria of ASC 210-20, Offsetting, has been met. Cash inflows are 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 consolidated statements of cash flows.
Translation of Foreign Currency Financial Statements—Bunge's reporting currency is the U.S. dollar. The functional
currency of the majority of Bunge's foreign subsidiaries is their local currency. As such, amounts included in the consolidated
statements of income, comprehensive income, cash flows, and changes in equity are translated using average exchange rates
during each period. Assets and liabilities are translated at period-end exchange rates and resulting foreign currency translation
adjustments are recorded in the consolidated balance sheets as a component of Accumulated other comprehensive loss.
However, in accordance with U.S. GAAP, if a foreign entity's economy is determined to be highly inflationary, then the foreign
entity's financial statements are remeasured as if the functional currency were the reporting currency.
Foreign Currency Transactions—Monetary assets and liabilities denominated in currencies other than the functional
currency are remeasured into their respective functional currencies at exchange rates in effect at the balance sheet date. The
resulting exchange gain or loss is included in Bunge's consolidated statements of income as Foreign exchange gains (losses) -
net unless the remeasurement gain or loss relates to an intercompany transaction that is of a long-term investment nature and for
which settlement is neither planned nor anticipated in the foreseeable future, in which case the remeasurement gain or loss is
reported as a component of Accumulated other comprehensive loss in Bunge's consolidated balance sheets.
Cash, Cash Equivalents, Restricted Cash, and Cash held for sale—Cash and cash equivalents include time deposits and
readily marketable securities with original maturity dates of three months or less at the time of acquisition. Restricted cash is
included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on
the consolidated statements of cash flows. The following table provides a reconciliation of cash, cash equivalents, restricted
cash, and cash and cash equivalents in Assets held for sale reported within the consolidated balance sheets to the total of the
same such amounts shown in the consolidated statements of cash flows.
(US$ in millions)
Cash and cash equivalents
Restricted cash included in Other current assets
Cash and cash equivalents in Assets held for sale
Total
December 31,
2023
2022
2021
$
$
2,602 $
1,104 $
21
—
26
22
2,623 $
1,152 $
902
3
—
905
Trade Accounts Receivable—Trade accounts receivable is stated at historical carrying amounts net of write-offs and
allowances for uncollectible accounts. Bunge establishes allowances for uncollectible trade accounts receivable based on
lifetime expected credit losses using an aging schedule for each pool of trade accounts receivable. Pools are determined based
on risk characteristics such as the type of customer and geography. A default rate is derived using a provision matrix with data
based on Bunge's historical receivables information. The default rate is then applied to the pool to determine the allowance for
expected credit losses. Given the short-term nature of the Company's trade accounts receivable, the default rate is only adjusted
if significant changes in the credit profile of the portfolio are identified (e.g., poor crop years, credit issues at the country level,
systematic risk), resulting in historic loss rates that are not representative of forecasted losses. Uncollectible accounts are
F-16
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
written off when a settlement is reached for an amount that is less than the outstanding historical balance or when the Company
has determined that collection of the balance is unlikely.
Bunge records and reports accrued interest receivable within the same line item as the related trade accounts receivable.
The allowance for expected credit losses is estimated on the amortized cost basis of the trade accounts receivable, including
accrued interest receivable. Bunge recognizes credit loss expense when establishing an allowance for accrued interest
receivable.
Secured Advances to Suppliers—Secured advances to suppliers are stated at historical carrying amounts net of write-offs
and allowances for uncollectible accounts. Secured advances to suppliers are expected to be settled through delivery of non-
cash assets and as such, allowances are established when collection is not probable. Bunge establishes an allowance for secured
advances to suppliers, generally farmers and resellers of grain, based on historical experience, farming economics and other
market conditions, as well as specific supplier collection issues. Uncollectible accounts are written off when a settlement is
reached for an amount below the outstanding historical balance or when Bunge has determined that collection is unlikely.
Secured advances to suppliers bear interest at contractual rates that reflect current market interest rates at the time of the
transaction. There are no deferred fees or costs associated with these receivables. As a result, there are no imputed interest
amounts to be amortized under the interest method. Interest income is calculated based on the terms of the individual
agreements and is recognized on an accrual basis.
Bunge follows accounting guidance on the disclosure of the credit quality of financing receivables and the allowance for
credit losses, which requires information to be disclosed at disaggregated levels, defined as portfolio segments and classes.
Under this guidance, a class of receivables is considered impaired, based on current information and events, if Bunge
determines it probable that all amounts due under the original terms of the receivable will not be collected. Recognition of
interest income is suspended once the borrower defaults on the originally scheduled delivery of agricultural commodities as the
collection of future income is determined not to be probable. No additional interest income is accrued from the point of default
until ultimate recovery, at which time amounts collected are credited first against the receivable and then to any unrecognized
interest income.
Inventories—Readily marketable inventories ("RMI") are agricultural commodity inventories, primarily including
soybeans, soybean meal, soybean oil, corn, and wheat that are readily convertible to cash because of their commodity
characteristics, widely available markets, and international pricing mechanisms. All of Bunge's RMI are recorded at fair value.
These agricultural commodity inventories have quoted prices in active markets, may be sold without significant further
processing, and have predictable and insignificant disposal costs. Changes in the fair values of RMI are recognized in earnings
as a component of Cost of goods sold.
Inventories other than RMI are stated at the lower of cost or net realizable value by inventory product class. Cost is
determined primarily using the weighted-average cost method.
Fair Value Measurements—Bunge determines fair value based on the price that would be received for an asset or paid to
transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. Bunge determines the fair values of its RMI, derivatives, and certain
other assets based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize
the use of unobservable inputs when measuring fair value. Observable inputs are inputs based on market data obtained from
sources independent of Bunge that reflect the assumptions market participants would use in pricing the asset or liability.
Unobservable inputs are inputs that are developed based on the best information available in circumstances that reflect Bunge's
own assumptions based on market data and on assumptions that market participants would use in pricing the asset or liability.
The fair value standard describes three levels within its hierarchy that may be used to measure fair value:
Level
Level 1
Description
Quoted prices (unadjusted) in active
markets for identical assets or
liabilities.
Financial Instrument (Assets / Liabilities)
Exchange traded derivative contracts.
Marketable securities in active markets.
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2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
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.
Exchange traded derivative contracts (less liquid market).
Readily marketable inventories.
Over-the-counter ("OTC") commodity purchase and sale 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.
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.
Based on historical experience with Bunge’s suppliers and customers, Bunge’s own credit risk, and knowledge of current
market conditions, Bunge does not view nonperformance risk to be a significant input to fair value for the majority of its
forward commodity purchase and sale contracts.
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. Bunge’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.
Bunge’s policy regarding the timing of transfers between levels, including both transfers into and transfers out of Level 3,
is to measure and record the transfers at the end of the reporting period.
The majority of Bunge's exchange-traded agricultural commodity futures are settled daily, generally through its clearing
subsidiary, and therefore such futures are not included in the assets and liabilities that are accounted for at fair value on a
recurring basis.
Derivative Instruments and Hedging Activities—Bunge enters into derivative instruments to manage its exposure to
movements associated with agricultural commodity prices, transportation costs, foreign currency exchange rates, interest rates,
and energy costs. Bunge's use of these instruments is generally intended to mitigate exposure to market variables (see Note 16-
Derivative Instruments and Hedging Activities). Additionally, commodity contracts relating to forward sales of commodities
primarily in the Company’s Agribusiness segment, including but not limited to soybeans, soybean meal and oil, corn, and
wheat, are accounted for as derivatives at fair value under ASC 815 (see Revenue Recognition below).
Generally, derivative instruments are recorded at fair value in Other current assets or Other current liabilities in Bunge's
consolidated balance sheets. For derivatives designated as hedges, Bunge assesses at the inception of the hedge whether any
such derivatives are highly effective in offsetting changes in the hedged items and, on an ongoing basis, qualitatively monitors
whether that assertion is still met. The changes in fair values of derivative instruments designated as fair value hedges, along
with the gains or losses on the related hedged items are recorded in earnings in the consolidated statements of income in the
same caption as the hedged items. The changes in fair values of derivative instruments that are designated as cash flow hedges
are recorded in Accumulated other comprehensive loss and are reclassified to earnings when the hedged cash flows affect
earnings or when the hedge is no longer considered to be effective. In addition, Bunge may designate certain derivative
instruments and non-derivative instruments as net investment hedges to hedge the exposure associated with its equity
investments in foreign operations. When using forward derivative contracts as hedging instruments in a net investment hedge,
all changes in the fair value of the derivative are recorded as a component of Accumulated other comprehensive loss in the
consolidated balance sheets.
Marketable Securities and Other Short-Term Investments—Bunge classifies its marketable debt securities and short-
term investments as available-for-sale, held-to-maturity, or held-for-trading. Available-for-sale debt securities are reported at
fair value with unrealized gains (losses) included in Accumulated other comprehensive loss. Held-to-maturity debt investments
represent financial assets in which Bunge has the intent and ability to hold to maturity and are reported at amortized cost. Debt
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2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
trading securities and all equity securities are recorded at fair value and are bought and held principally for selling them in the
near term and therefore held for only a short period of time, with all gains (losses) included in Net income. Bunge monitors its
held-to-maturity investments for impairment periodically and recognizes an impairment charge when the decline in fair value of
an investment is judged to be other than temporary.
Recoverable Taxes—Recoverable taxes include value-added taxes paid upon the acquisition of raw materials and taxable
services and other transactional taxes, which can be recovered in cash or as compensation against income taxes or other taxes
owed by Bunge, primarily in Brazil and Europe. These recoverable tax payments are included in Other current assets or Other
non-current assets based on their expected realization. In cases where Bunge determines that recovery is doubtful, recoverable
taxes are reduced by allowances for the estimated unrecoverable amounts.
Property, Plant and Equipment, Net—Property, plant and equipment, net is stated at cost less accumulated depreciation.
Major improvements that extend either the life, capacity, efficiency, or improve the safety of an asset are capitalized, while
maintenance and repairs are expensed as incurred. Costs related to legal obligations associated with the future retirement of
capitalized assets are capitalized as part of the cost of the related asset. Bunge capitalizes eligible costs to acquire or develop
internal-use software that are incurred during the application development stage. Interest costs on borrowings during
construction/completion periods of major capital projects are also capitalized.
Depreciation is computed based on the straight-line method over the estimated useful lives of the assets. Estimated useful
lives for property, plant and equipment are as follows:
Buildings
Machinery and equipment
Furniture, fixtures and other
Years
10 - 50
3 - 25
3 - 20
Goodwill—Goodwill represents the cost in excess of the fair value of net assets acquired in a business acquisition.
Goodwill is not amortized but is tested annually for impairment, or between annual tests if events or circumstances indicate
potential impairment. Bunge's annual impairment testing is generally performed during the fourth quarter of its fiscal year.
Goodwill is tested for impairment at the reporting unit level, which has been determined to be the Company's operating
segments or one level below the operating segments in certain instances (see Note 8- Goodwill).
Other Intangible Assets—Finite-lived intangible assets primarily include trademarks, customer relationships and lists,
port facility usage rights, licenses and patents that are amortized on a straight-line basis over their contractual or legal lives, or
their estimated useful lives where such lives are not determined by law or contract (see Note 9- Other Intangible Assets).
Impairment of Property, Plant and Equipment and Finite-Lived Intangible Assets—Bunge reviews its property, plant
and equipment and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that
carrying amounts may not be recoverable. Bunge bases its evaluation of recoverability on such indicators as the nature, future
economic benefits, and geographic locations of the assets, historical or future profitability measures, and other external market
conditions. If these indicators result in the expected non-recoverability of the carrying amount of an asset or asset group, Bunge
evaluates potential impairment using undiscounted estimated future cash flows. If such undiscounted future cash flows during
the asset's remaining useful life are below the asset's carrying value, a loss is recognized for the shortfall, measured by the
present value of the estimated future cash flows or by third-party appraisals. Bunge records impairments related to property,
plant and equipment and finite-lived intangible assets used in the processing of its products in Cost of goods sold in its
consolidated statements of income. Any impairment of marketing or brand assets is recognized in Selling, general and
administrative expenses ("SG&A") in the consolidated statements of income (see Note 10- Impairments).
Property, plant and equipment and other finite-lived intangible assets to be sold or otherwise disposed of are reported at
the lower of carrying amount or fair value less cost to sell.
Investments in Affiliates—Bunge has investments in various unconsolidated joint ventures accounted for using the
equity method, minus impairment. Bunge reviews its investments annually or when an event or circumstances indicate that a
potential decline in value may be other than temporary. Bunge considers various factors in determining whether to recognize an
impairment charge, including the length of time the fair value of the investment is expected to be below its carrying value, the
financial condition, operating performance and near-term prospects of the affiliate, and Bunge's intent and ability to hold the
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2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
investment for a period of time sufficient to allow for recovery of the fair value (see Note 10- Impairments and Note 11-
Investments in Affiliates and Variable Interest Entities).
Revenue Recognition—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"). Additional information about the Company’s revenues can be
found in Note 27- Segment Information.
Revenue from commodity contracts (ASC 815)—Revenue from commodity contracts primarily relates to forward sales
of commodities including, but not limited to soybeans, soybean meal and oil, corn, and wheat accounted for as derivatives at
fair value under ASC 815, primarily in the Company’s Agribusiness segment. These forward sales meet the definition of a
derivative under ASC 815 as they have an underlying (e.g., the price of soybeans), a notional amount (e.g., metric tons), no
initial net investment, and can be net settled since the commodity is readily convertible to cash. Bunge generally does not apply
the normal purchase and normal sale exception available under ASC 815 to these contracts. Certain of the Company’s sales in
its Refined and Specialty Oils and Milling segments also qualify as derivatives, primarily sales of commodities like bulk
soybean and canola oil.
Revenue from commodity contracts is recognized in Net sales for the contracted amount when the contracts are settled at
a point in time by transferring control of the commodity to the customer, similarly to revenue recognized from contracts with
customers under ASC 606. From inception through settlement, these forward sales arrangements are recorded at fair value
under ASC 815 with unrealized gains and losses recognized in Cost of goods sold and carried on the consolidated balance
sheets as current assets (see Note 6- Other Current Assets) or current liabilities (see Note 13- Other Current Liabilities),
respectively. Further information about the fair value of these contracts is presented in Note 15- Fair Value Measurements.
Revenue from contracts with customers (ASC 606)—Revenue from contracts with customers accounted for under ASC
606 is primarily generated in the Company's Refined and Specialty Oils and Milling segments through the sale of refined edible
oil-based products such as packaged vegetable oils, shortenings, margarines, and mayonnaise; milled grain products such as
wheat flours, bakery mixes, and corn-based products; and fertilizer products. These sales are accounted for under ASC 606 as
these sales arrangements do not meet the criteria to be considered derivatives under ASC 815. These revenues are measured
based on consideration specified in a contract with a customer and exclude sales taxes, discounts related to promotional
programs, and amounts collected on behalf of third parties. The Company recognizes revenue from these contracts at a point in
time when it satisfies a performance obligation by transferring control of a product to a customer, generally when legal title and
risks and rewards transfer to the customer. Sales terms provide for transfer of title either at the time and point of shipment or at
the time and point of delivery and acceptance of the product being sold. In contracts that do not specify the timing of transfer of
legal title or transfer of significant risks and rewards of ownership, judgment is required in determining the timing of transfer of
control. In such cases, the Company considers standard business practices and the relevant laws and regulations applicable to
the transaction to determine when legal title or the significant risks and rewards of ownership are transferred.
The transaction price is generally allocated to performance obligations on a relative standalone selling price basis.
Standalone selling prices are estimated based on observable data of the Company’s sales of such products and services to
similar customers and in similar circumstances on a standalone basis. In assessing whether to allocate variable consideration to
a specific part of the contract, the Company considers the nature of the variable payment and whether it relates specifically to
its efforts to satisfy a specific part of the contract. Variable consideration is generally known upon satisfaction of the
performance obligation.
Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue producing
transaction, which are collected by the Company from a customer, are excluded from revenue.
Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer
are accounted for as a fulfillment cost and are included in Cost of goods sold.
Warranties provided to customers are primarily assurance-type warranties on the fitness of purpose and merchantability
of the Company’s goods and services. The Company does not provide service-type warranties to customers.
Payment is generally due at the time of shipment or delivery, or within a specified time frame after shipment or delivery,
which is generally 30-60 days. The Company’s contracts generally provide customers the right to reject any products that do
not meet agreed quality specifications. Product returns and refunds are not material.
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2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Additionally, the Company recognizes revenue in the Agribusiness segment from ocean freight and port services over
time, as the related services are performed. Performance obligations are typically completed within a fiscal quarter and any
unearned revenue or accrued revenues are not material.
Share-Based Compensation—Bunge maintains equity incentive plans for its employees and non-employee directors (see
Note 25- Share-based Compensation). Bunge accounts for share-based compensation based on the grant date fair value. Share-
based compensation expense is recognized on a straight-line basis over the requisite service period.
Income Taxes—Income tax expenses and benefits are recognized based on the tax laws and regulations in the
jurisdictions in which Bunge's subsidiaries operate. The provision for income taxes includes income taxes currently payable and
deferred income taxes resulting from temporary differences between the carrying amounts of existing assets and liabilities in
Bunge's consolidated financial statements and their respective tax bases. Deferred tax assets are reduced by valuation
allowances if current evidence indicates that it is not "more likely than not" that the deferred tax asset will be realized. Accrued
interest and penalties related to unrecognized tax benefits are recognized in Income tax expense in the consolidated statements
of income (see Note 14- Income Taxes).
Research and Development—Research and development costs are expensed as incurred. Research and development
expenses were $35 million, $33 million, and $33 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Governmental Assistance—Government grants are accounted for by analogy to International Accounting Standard 20,
Accounting for Government Grants and Disclosure of Government Assistance, and are recognized at fair value when there is
reasonable assurance that the established conditions will be met and the benefit will be received. Benefits are recognized either
as a reduction of taxes payable or a credit in earnings.
Bunge qualifies for business incentives from governmental entities at various localities in which the Company operates.
These programs primarily consist of tax incentives and cash grants designed to promote regional social and economic
development or to incentivize production of clean energy.
Regional social and economic development—Bunge receives tax credits from foreign state governments on the sale of
eligible products. The program is valid through 2032 and contains recapture features if Bunge fails to meet program
requirements, including job creation and production levels. For the years ended December 31, 2023 and December 31, 2022,
Bunge recorded program tax credits of $176 million and $205 million in Net sales in the consolidated statements of income. At
December 31, 2023 and December 31, 2022, Bunge recognized a $13 million and $17 million reduction to Other current
liabilities in the consolidated balance sheets related to benefits not yet realized, respectively.
Clean energy—Bunge receives cash grants from a governmental agency from the sale of clean energy. The program is
valid through 2032 and contains recapture features if the Company does not follow program production efficiency
requirements. For the years ended December 31, 2023 and December 31, 2022, Bunge recorded program related cash grants of
$24 million and $19 million in Cost of goods sold in the consolidated statements of income, respectively. At December 31,
2023 and December 31, 2022, Bunge recognized $1 million in Trade accounts receivable and a $10 million reduction to Trade
accounts payable, respectively, in the consolidated balance sheets related to benefits not yet realized.
Recently Adopted Accounting Pronouncements
In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
2020-04, Reference Rate Reform (Topic 848), to provide temporary optional expedients and exceptions to the U.S. GAAP
guidance on contract modifications and hedge accounting designed to ease the financial reporting burden related to reference
rate reform. In December 2022, the FASB subsequently issued ASU 2022-06, Deferral of the Sunset Date of Topic 848, to
ensure the relief in Topic 848 covers the period of time during which a significant number of modifications to eligible contracts
and hedging relationships may take place. The ASU defers the sunset date of Topic 848 from December 31, 2022 to December
31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. As of December 31, 2023, Bunge has
concluded the modification of all eligible contracts and the adoption of this guidance did not have a material impact on Bunge's
consolidated financial statements.
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
New Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The
standard 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 is currently evaluating the impact of
this standard on its consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment
Disclosures (Topic 280). The standard requires incremental disclosures related to reportable segments, including disaggregated
expense information and the title and position of the company's chief operating decision maker ("CODM"), as identified for
purposes of segment determination. The ASU is effective for fiscal years beginning after December 15, 2023, and interim
periods within fiscal years beginning after December 15, 2024. Entities must adopt the changes to the segment reporting
guidance on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this standard
on its consolidated financial statements.
2. ACQUISITIONS AND DISPOSITIONS
Acquisitions
Viterra Limited Business Combination Agreement
On June 13, 2023, Bunge Limited 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 $6.6 billion as of
December 31, 2023 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 has secured a total of $8.0 billion in
acquisition debt financing ("Acquisition Financing"). Bunge intends to use a portion of the Acquisition Financing to fund the
cash portion of the Transaction Consideration, and the remainder for repayment of certain indebtedness of Viterra, which is
expected to be repaid at closing and for the ongoing operations of the combined company following closing. See Note 18-
Long-term Debt for further information.
The Acquisition is anticipated to close as early as mid-2024, subject to the satisfaction of regulatory approvals and
other customary closing conditions. 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.
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 remaining program size of up to $2.0 billion of repurchases of Bunge's issued and
outstanding shares. Under this program, Bunge repurchased 5,407,861 shares for $600 million during the year ended December
31, 2023. Therefore, as of December 31, 2023, $1.4 billion remains outstanding for repurchases under the program. See Note
23- Equity for further details on share repurchases.
Espaçogrãos Grain Elevators
On November 30, 2023, Bunge entered into purchase and sale agreements with Espaçogrãos to acquire three grain
elevators and related assets ("Silos") for total cash consideration of approximately $85 million, inclusive of $35 million of
advance payments expected prior to the close. Advance payments are refundable under certain conditions, including in the
event closing does not occur. The Silos are located in the Brazilian cities of Nova Mutum, Matupa and Alta Floresta. The asset
acquisitions are expected to close separately per each agreement in 2024 and 2025, subject to certain closing conditions.
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 mid-2024, subject to customary closing conditions.
Fuji Oils New Orleans, LLC Port Based Refinery
On April 14, 2023, Bunge, through its 80% ownership of Bunge Loders Croklaan joint venture with IOI Corporation
Berhad, completed its purchase of Fuji Oils New Orleans, LLC's port based refinery. The refinery is located in International-
Matex Tank Terminals' Avondale Terminal, in Avondale, Louisiana in the United States. Cash consideration for the asset
acquisition of $181 million was allocated to Property, plant and equipment, net ($220 million), inclusive of a finance lease right
of use asset ($52 million), long-term finance lease obligations ($41 million) included in Long-term debt and Current portion of
long-term debt, and other net working capital ($2 million).
Dispositions
Russian Oilseed Processing and Refining Operations Disposition
On September 16, 2022, Bunge signed an agreement to sell its remaining Russian operations, primarily comprising an
oilseed crushing and refining facility in Voronezh, southwest Russia (referred to as the "disposal group"), to Karen Vanetsyan
(the "Buyer"), in exchange for a cash price approximately equal to the book value of the disposal group's net assets. On January
9, 2023, Bunge and the Buyer agreed to a purchase price adjustment. The purchase price adjustment and cumulative translation
adjustment losses, among other items related to the disposal group, resulted in a corresponding impairment loss on sale of
$103 million, recognized in Cost of goods sold for the year ended December 31, 2022. On February 3, 2023, the transaction
closed in accordance with the terms of the agreement with no material impact to the consolidated statement of income for the
year ended December 31, 2023.
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In connection with the transaction, Bunge agreed to indemnify the Buyer against certain legal claims involving
Bunge's Russian subsidiary. Management has assessed the likelihood of any loss related to claims covered by the indemnity as
remote, and recognized a liability in accordance with Accounting Standards Codification ("ASC") 460, Guarantees. See Note
21- Commitments and Contingencies for more information.
The following table presents the book values of the major classes of assets and liabilities that were included in the
disposal group at the closing date. Intercompany balances between the disposal group and other Bunge consolidated entities
have been omitted. Assets included in the disposal group comprised $12 million and $21 million, reported under the
Agribusiness segment and Refined and Specialty Oils segment, respectively. Liabilities included in the disposal group
comprised $6 million and $13 million, reported under the Agribusiness segment and Refined and Specialty Oils segment,
respectively.
(US$ in millions)
Cash and cash equivalents
Trade accounts receivable (less allowances of zero)
Inventories
Other current assets
Property, plant and equipment, net
Goodwill & Other intangible assets, net
Other non-current assets
Impairment reserve
Total assets
Trade accounts payable and accrued liabilities
Other current liabilities
Total liabilities
Mexico Wheat Milling Disposition
$
$
$
$
19
15
33
14
24
10
8
(90)
33
3
16
19
On October 12, 2021, Bunge entered into an agreement to sell substantially all of its wheat milling business in Mexico
in exchange for cash proceeds approximately equal to the book value of property, plant and equipment, net, plus an additional
sum in consideration for the value of net working capital to be transferred upon closing. Additionally, cumulative translation
adjustments, among other items related to the disposal group, resulted in a corresponding impairment loss on sale of
$170 million, recognized in Cost of goods sold for the year ended December 31, 2021. The Company also incurred a
$30 million tax expense in connection with the disposal. On September 14, 2022, the transaction closed in accordance with the
terms of the agreement.
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents the book values of the major classes of assets and liabilities that were included in the
disposal group, reported under the Milling segment:
(US$ in millions)
Trade accounts receivable
Inventories
Other current assets
Property, plant and equipment, net
Operating lease assets
Goodwill & Other intangible assets, net
Impairment reserve
Total assets
Trade accounts payable
Current operating lease obligations
Other current liabilities
Total liabilities
US Grain Disposition
$
$
$
$
73
187
7
164
2
86
(170)
349
13
1
5
19
On April 21, 2020, Bunge announced that it had entered into an agreement to sell a portfolio of interior grain elevators
located in the United States. On July 9, 2021, the transaction closed in accordance with the terms of the agreement. Upon
closing, Bunge received cash proceeds of $298 million in consideration for the book value of property, plant and equipment,
net, plus an additional sum in consideration for the value of net working capital transferred on the date of closing, resulting in a
gain on sale of $158 million recognized in Other (expense) income—net, for the year ended December 31, 2021.
The following table presents the book values of the major classes of assets and liabilities that were included in the
disposal group, reported under the Agribusiness segment:
(US$ in millions)
Inventories
Other current assets
Property, plant and equipment, net
Operating lease assets
Goodwill
Total assets
Trade accounts payable
Current operating lease obligations
Other current liabilities
Non-current lease obligations
Total liabilities
$
$
$
$
111
155
128
6
6
406
43
1
6
5
55
Rotterdam Oils Refinery Disposition
On November 4, 2020, Bunge announced that its Bunge Loders Croklaan joint venture had entered into an agreement
to sell its oil refinery located in Rotterdam, Netherlands. Bunge is leasing back the facility from the buyer in a phased transition
through 2024 so that it can continue to supply its customers with its products. The transaction, accounted for as an asset sale,
closed during the first quarter of 2021. The Company recorded a gain of $219 million on the sale, including the noncontrolling
F-25
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
interest portion, which was recorded within Other (expense) income—net, in the consolidated statement of income for the year
ended December 31, 2021.
The following table presents the book values of the major classes of assets and liabilities that were included in the
disposal group, reported under the Refined and Specialty Oils segment:
(US$ in millions)
Other current assets
Property, plant and equipment, net
Operating lease assets
Total assets
Current operating lease obligations
Other current liabilities
Deferred income taxes
Non-current lease obligations
Total liabilities
$
$
$
$
3
94
6
103
1
5
7
5
18
Mexico Oils Facility Disposition
During 2021, Bunge completed the sale of its oils packaging facility in Queretaro, Mexico. The transaction primarily
includes the location's property, plant and equipment and related processes. The Company recorded a gain of $19 million on the
sale, which was recorded within Other (expense) income—net in the consolidated statement of income.
The following table presents the book values of the major classes of assets included in the disposal group, reported
under the Refined and Specialty Oils segment:
(US$ in millions)
Property, plant and equipment, net
Goodwill
Total assets
$
$
7
1
8
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 Bunge 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.
For the years ended December 31, 2023, 2022 and 2021, net returns from these activities were $36 million, $32 million,
and $31 million, respectively, and were included as a reduction of Cost of goods sold in the accompanying consolidated
statements of income. As of December 31, 2023 and 2022, time deposits and LCs of $6,880 million and $5,901 million,
respectively, were presented net on the consolidated balance sheets as the criteria of ASC 210-20, Offsetting, had been met. At
December 31, 2023 and 2022, time deposits, including those presented on a net basis, carried weighted-average interest rates of
5.77% and 3.46%, respectively. During the years ended December 31, 2023, 2022 and 2021, total net proceeds from issuances
of LCs were $6,730 million, $5,826 million and $6,522 million, respectively. These cash inflows are offset by the related cash
outflows resulting from placement of the time deposits and repayment of the LCs. All cash flows related to the programs are
included in operating activities in the consolidated statements of cash flows.
As part of the trade structured finance activities, LCs may be sold to financial institutions on a discounted basis. Bunge
does not service derecognized LCs. The terms of the sale may require the Company to continue to make periodic interest
payments to financial institutions based on changes in the Secured Overnight Financing Rate ("SOFR") for a period of up to
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
one year. Bunge’s payment obligation to financial institutions as part of the trade structured finance activities, reported in Other
current liabilities, including any unrealized gain or loss on changes in SOFR is not significant as of December 31, 2023 and
2022. The notional amounts of LCs subject to continuing variable interest payments that have been derecognized from the
Company's consolidated balance sheets as of December 31, 2023 and 2022 are included in Note 16- Derivative Instruments and
Hedging Activities. The net gain or loss included in Cost of goods sold resulting from the fair valuation of such variable interest
rate obligations is not significant for the years ended December 31, 2023, 2022 and 2021.
4. TRADE ACCOUNTS RECEIVABLE AND TRADE RECEIVABLES SECURITIZATION PROGRAM
Trade Accounts Receivable
Changes to the allowance for expected credit losses related to Trade accounts receivable are as follows:
Twelve Months Ended December 31, 2023
Rollforward of the Allowance for Credit Losses (US$ in millions)
Allowance as of January 1, 2023
Current period provisions
Recoveries
Write-offs charged against the allowance
Transfers
Foreign exchange translation differences
Allowance as of December 31, 2023
Total
Short-term Long-term (1)
90 $
71
(57)
(2)
—
2
104 $
46 $
—
(2)
(13)
—
1
32 $
$
$
(1) Long-term portion of the allowance for credit losses is included in Other non-current assets.
Twelve Months Ended December 31, 2022
Rollforward of the Allowance for Credit Losses (US$ in millions)
Allowance as of January 1, 2022
Current period provisions
Recoveries
Write-offs charged against the allowance
Transfers(2)
Foreign exchange translation differences
Allowance as of December 31, 2022
Total
Short-term Long-term (1)
85 $
65
(39)
(24)
4
(1)
90 $
47 $
1
(1)
(3)
—
2
46 $
$
$
136
71
(59)
(15)
—
3
136
132
66
(40)
(27)
4
1
136
(1) Long-term portion of the allowance for credit losses is included in Other non-current assets.
(2) Transfers represent an increase in the allowance on owned receivables resulting from the repurchase of receivables
previously included in the trade receivables securitization program as a result of the November 16, 2022 amendment
described below.
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.
F-27
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
On December 18, 2023, Bunge and certain of its subsidiaries amended the Program which increased its aggregate size
by $400 million to an aggregate of $1.5 billion and increased the size of the accordion feature by $750 million to $1 billion. 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. In addition, the December 18, 2023 amendment revised the premiums or discounts to such applicable margin tied to
certain sustainability criteria, 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.
As the result of a June 21, 2023 Program amendment, Bunge Limited’s obligations as existing guarantor were
automatically assigned to Bunge Global SA as successor guarantor, effective on November 1, 2023 following the completion of
the Redomestication (see Note 1 - Nature of Business, Basis of Presentation, and Significant Accounting Policies).
The Program’s current pledge structure results from a November 16, 2022 amendment which replaced the existing
deferred purchase price ("DPP") structure. Under the new 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 consolidated statements of cash
flows.
At November 16, 2022, the effective date of the amended Program, $741 million of sold receivables were
repurchased through a non-cash investing exchange of the DPP. As of December 31, 2023, the Company had collected a total
of $733 million of repurchased receivables, including $87 million collected in the year ended December 31, 2023, which are
reported as Proceeds from beneficial interest in securitized trade receivables under investing activities in the consolidated
statements of cash flows.
(US$ in millions)
Receivables sold which were derecognized from Bunge's balance sheet
Receivables pledged to the administrative agent and included in Trade accounts receivable
December 31,
2023
2022
$
$
1,230 $
343 $
1,100
583
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.
The table below summarizes the cash flows and discounts of Bunge's trade receivables associated with the Program.
Servicing fees under the Program were not significant in any period.
(US$ in millions)
Gross receivables sold
Proceeds received in cash related to transfer of receivables (1)
Cash collections from customers on receivables previously sold
Discounts related to gross receivables sold included in SG&A
Years Ended December 31,
2023
2022
2021
$
$
$
$
11,669 $
17,248 $
11,615 $
16,340 $
11,539 $
17,450 $
54 $
23 $
14,648
14,018
14,230
7
(1) Prior to November 16, 2022, the Company recognized these proceeds net of the DPP, consisting of a receivable from
the Purchasers that entitled the Company to certain collections on the receivable. The Company recognized the
collection of the DPP in net cash provided by investing activities in the consolidated statements of cash flows. As a
result of the November 16, 2022 amendment, Bunge will report collections on newly originated, unsold receivables
held by BSBV as operating cash flows in the consolidated statements of cash flows.
Non-cash activity for the Program in the reporting period is represented by the difference between gross receivables sold
and cash collections from customers on receivables previously sold.
F-28
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
5. INVENTORIES
Inventory by segment consists of the following:
(US$ in millions)
Agribusiness
Refined and Specialty Oils
Milling
Corporate and Other
Total
RMI by segment consists of the following:
(US$ in millions)
Agribusiness(1)
Refined and Specialty Oils
Milling
Corporate and Other
Total
December 31,
2023
2022
$
5,830 $
1,096
175
4
6,756
1,316
332
4
$
7,105 $
8,408
December 31,
2023
2022
$
5,519 $
302
16
—
6,286
271
97
—
$
5,837 $
6,654
(1) Assets held for sale includes RMI of zero and $26 million at December 31, 2023 and 2022, respectively. The Company
engages in trading and distribution, or merchandising activities. Included in RMI is $4,242 million and $4,789 million
attributable to merchandising activities at December 31, 2023 and 2022, respectively.
6. OTHER CURRENT ASSETS
Other current assets consist of the following:
(US$ in millions)
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
December 31,
2023
2022
$
1,481 $
320
1,597
254
462
378
618
105
54
346
21
265
365
365
791
119
102
376
26
386
$
4,050 $
4,381
(1) Prepaid commodity purchase contracts represent advance payments against contracts for future delivery of specified
quantities of agricultural commodities. The balance includes certain advance payments on contracts with various
unconsolidated investees see Note 20- Related Party Transactions.
(2) Bunge provides cash advances to suppliers, primarily Brazilian soybean farmers, to finance a portion of the suppliers'
production costs, primarily to secure the origination of soybeans for Bunge's soybean processing facilities in Brazil.
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The balance includes certain advance payments on contracts with various unconsolidated investees see Note 20-
Related Party Transactions. Bunge does not bear any of the costs or operational risks associated with growing the
related crops. The ability of Bunge's counterparties to repay these amounts is affected by agricultural economic
conditions in the relevant geography, which are in turn affected by commodity prices, currency exchange rates, crop
input costs, and crop quality and yields. As a result, 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 $8 million and $7 million at December 31, 2023
and December 31, 2022, respectively. Bunge periodically evaluates the collectability of Bunge’s suppliers receivables
and records allowances if Bunge determines that collection is doubtful. Bunge bases the Company’s determination of
the allowance on analyses of the credit quality of individual accounts, also considering the economic and financial
condition of the farming industry and other market conditions, as well as the value of any collateral related to amounts
owed. Bunge continuously reviews defaulted supplier receivables for impairment on an individual account basis.
Bunge considers all accounts in legal collection processes to be defaulted and past due. For such accounts, Bunge
determines the allowance for uncollectible amounts based on the fair value of the associated collateral, net of estimated
costs to sell. For all renegotiated accounts (current and past due), Bunge considers changes in farm economic
conditions and other market conditions, Bunge’s historical experience related to renegotiated accounts, and the fair
value of collateral in determining the allowance for doubtful accounts.
Interest earned on secured advances to suppliers of $25 million, $22 million, and $26 million, for the years ended
December 31, 2023, 2022, and 2021, respectively, is included in Net sales in the consolidated statements of income.
(3)
Marketable securities and other short-term investments—Bunge invests in foreign government securities, corporate
debt securities, deposits, equity securities, and other securities. The following is a summary of amounts recorded in the
consolidated balance sheets as marketable securities and other short-term investments.
(US$ in millions)
Foreign government securities
Equity securities
Other
Total marketable securities and other short-term investments
December 31,
2023
2022
$
$
39 $
28
38
105 $
68
23
28
119
As of December 31, 2023 and 2022, $67 million and $89 million, respectively, of marketable securities and other
short-term investments are recorded at fair value. All other investments are recorded at cost, and due to the short-term
nature of these investments, their carrying values approximate fair values. For the years ended December 31, 2023,
2022, and 2021, unrealized gains/(losses) of zero, $(140) million, and $47 million, respectively, have been recorded
and recognized in Other income (expense) - net for investments held at December 31, 2023, 2022, and 2021.
F-30
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net consist of the following:
(US$ in millions)
Land
Buildings
Machinery and equipment
Furniture, fixtures and other
Construction in progress
Gross book value
Less: accumulated depreciation and depletion
Property, plant and equipment, net
December 31,
2023
2022
$
399 $
1,909
5,262
640
1,017
9,227
(4,686)
$
4,541 $
342
1,752
4,576
583
583
7,836
(4,219)
3,617
Bunge's paid and accrued capital expenditures amounted to $1,192 million, $593 million, and $437 million during the
years ended December 31, 2023, 2022, and 2021, respectively. Included in these capitalized expenditures was capitalized
interest on construction in progress of $19 million, $3 million, and $2 million for the years ended December 31, 2023, 2022,
and 2021, respectively. Depreciation and depletion expense was $390 million, $363 million, and $376 million for the years
ended December 31, 2023, 2022, and 2021, respectively.
8. GOODWILL
Bunge generally performs its annual goodwill impairment analysis during the fourth quarter. If events or indicators of
impairment occur between annual impairment analyses, the Company performs an impairment analysis at that date. These
events or circumstances could include a significant change in the business climate, legal factors, operating performance
indicators, competition, or the sale or disposition of a significant asset. In testing for a potential impairment of goodwill, the
Company: (1) validates changes, if any, to its reporting units with goodwill balances; (2) allocates goodwill to its reporting
units to which acquired goodwill relates; (3) determines the carrying value, or book value, of its reporting units; (4) estimates
the fair value of each reporting unit using a discounted cash flow model and/or using market multiples; (5) compares the fair
value of each reporting unit to its carrying value; and (6) if the estimated fair value of a reporting unit is less than the carrying
value, the Company recognizes an impairment charge for such amount, not to exceed the total amount of goodwill allocated to
that reporting unit.
Critical estimates in the determination of fair value under both the income and market approach include, but are not
limited to, assumptions about variables such as commodity prices, crop and related throughput and production volumes,
profitability, future capital expenditures, other expenses, and discount rates, all of which are subject to a high degree of
judgment.
F-31
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Changes in the carrying value of goodwill by segment for the years ended December 31, 2023 and 2022 are as follows:
(US$ in millions)
Cost:
Agribusiness
Refined and
Specialty Oils
Milling
Sugar and
Bioenergy
Total
Balance at December 31, 2022
$
203 $
292 $
Disposals
Foreign currency translation
Balance at December 31, 2023
Accumulated impairment losses:
Balance at December 31, 2022
Impairment charge for the period
Disposals
Foreign currency translation
Balance at December 31, 2023
—
8
211
(2)
—
—
—
(2)
—
8
300
(105)
—
—
(1)
(106)
85 $
—
4
89
(3)
—
—
—
(3)
— $
—
—
—
—
—
—
—
—
580
—
20
600
(110)
—
—
(1)
(111)
Net carrying value at December 31, 2023
$
209 $
194 $
86 $
— $
489
(US$ in millions)
Cost:
Balance at December 31, 2021
Reclassification to assets held for sale(1)
Disposals
Foreign currency translation
Balance at December 31, 2022
Accumulated impairment losses:
Balance at December 31, 2021
Impairment charge for the period
Disposals
Foreign currency translation
Balance at December 31, 2022
Agribusiness
Refined and
Specialty Oils
Milling
Sugar and
Bioenergy
Total
$
210 $
313 $
81 $
— $
(3)
—
(4)
203
(2)
—
—
—
(2)
—
—
(21)
292
(115)
—
—
10
(105)
—
—
4
85
(3)
—
—
—
(3)
—
—
—
—
—
—
—
—
—
604
(3)
—
(21)
580
(120)
—
—
10
(110)
Net carrying value at December 31, 2022
$
201 $
187 $
82 $
— $
470
(1) During the year ended December 31, 2022, the Company announced it had entered into an agreement to sell its
operations in Russia. On February 3, 2023, the transaction closed in accordance with the terms of the agreement. Refer
to Note 2- Acquisitions and Dispositions for details.
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9. OTHER INTANGIBLE ASSETS
Other intangible assets, net are all finite-lived and consist of the following:
(US$ in millions)
Gross carrying amount:
Trademarks/brands
Licenses
Port rights
Customer relationships
Patents
Other
Accumulated amortization:
Trademarks/brands
Licenses
Port rights
Customer relationships
Patents
Other
December 31,
2023
2022
$
156 $
102
68
299
131
37
793
(122)
(10)
(21)
(133)
(86)
(23)
(395)
398 $
151
10
63
293
128
41
686
(90)
(10)
(17)
(110)
(73)
(26)
(326)
360
Other intangible assets, net
$
Amortization expense was $61 million, $41 million, and $48 million for the years ended December 31, 2023, 2022 and
2021, respectively. The estimated future amortization expense is as follows: $38 million for 2024; $39 million for 2025; $38
million for 2026; $38 million for 2027; and $31 million for 2028.
During the year ended December 31, 2023, the Company discontinued its use of several trademarks, primarily consisting
of trademarks acquired in Bunge's 2018 acquisition of Loders Croklaan. The discontinuation triggered a reassessment of the
trademarks' estimated useful lives resulting in accelerated amortization through December 31, 2023. For the year ended
December 31, 2023, accelerated amortization expense of $21 million was recorded to SG&A expenses within the Refined and
Specialty Oils segment. For the year ended December 31, 2023, Net income attributable to Bunge included $12 million of
expense (net of $5 million in tax expense) and Net income attributable to noncontrolling interests and redeemable
noncontrolling interests included $3 million of expense (net of $1 million in tax expense) related to accelerated amortization.
During the year ended December 31, 2022, the Company announced it had entered into an agreement to sell its remaining
Russian operations. As a result of this transaction, $7 million of Other intangible assets, net have been transferred to Assets held
for sale as of December 31, 2022. On February 3, 2023, the transaction closed in accordance with the terms of the agreement.
Refer to Note 2- Acquisitions and Dispositions for details.
10. IMPAIRMENTS
For the year ended December 31, 2023, Bunge recorded a pre-tax fixed asset impairment charge of $37 million in Cost of
goods sold associated with a North America facility. The impairment charge was recorded to the Agribusiness segment. Bunge
also recorded two impairment charges to Corporate and Other. First, a $20 million impairment charge, in Other Income
(expense) - net, related to the full impairment of a long-term investment held in Other non-current assets. Second, Bunge
recorded an impairment charge of $16 million in Income from affiliates associated with one of its equity method investments,
see Note 11- Investments in Affiliates and Variable Interest Entities for further details.
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Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the year ended December 31, 2022, Bunge recorded a pre-tax impairment charge of $103 million, in Cost of goods
sold, related to the classification of our Russian operations as held-for-sale (see Note 2- Acquisitions and Dispositions) as well
as $2 million related to damaged sustained to the Company's Mykolaiv port facility in Ukraine as a result of the Ukraine-Russia
war. The charge was recorded as $42 million charge to the Agribusiness segment, $52 million charge to the Refined and
Specialty Oils segment, and the remaining portion of the impairment charge was recorded to Corporate and Other. Bunge also
recorded impairment charges of $53 million in Income from affiliates associated with two of its equity method investments, see
Note 11- Investments in Affiliates and Variable Interest Entities for further details. The impairment charge was recorded to
Corporate and Other.
For the year ended December 31, 2021, Bunge recorded a pre-tax impairment charge of $170 million, in Cost of goods
sold, related to the classification of our Mexican wheat milling business as held-for-sale (see Note 2- Acquisitions and
Dispositions). The charge was recorded in the Milling segment. This transaction was completed during the third quarter of
2022. Bunge also recorded pre-tax impairment charges of $50 million, which includes $15 million attributable to noncontrolling
interests, in Cost of goods sold, related to an oils facility in China. The charge was recorded in the Refined and Specialty Oils
segment.
11. INVESTMENTS IN AFFILIATES AND VARIABLE INTEREST ENTITIES
Bunge participates in various unconsolidated joint ventures and other investments accounted for using the equity method.
The Company records its interest in the net earnings of its equity method investees, along with the amortization of basis
differences, within Income from affiliates, in the consolidated statements of income. Basis differences represent differences
between the cost of the investment and the underlying equity in net assets of the investment and are amortized over the lives of
the related assets that gave rise to them. At December 31, 2023 and 2022, the aggregate of all basis differences was a credit of
$56 million, including $95 million of amortizable basis difference, and $114 million, including $113 million of amortizable
basis difference, respectively, primarily associated with BP Bunge Bioenergia. Certain significant equity method investments at
December 31, 2023 are described below. Bunge allocates equity in earnings of affiliates to its reporting segments.
Agribusiness
Agricola Alvorada S.A. - Bunge has a 37% ownership interest in an agribusiness company in Brazil that complements its
grain origination business.
Agrofel Grãos e Insumos. - Bunge has a 30% ownership interest in an agricultural inputs reseller in Brazil that
complements its soybean origination business.
Complejo Agroindustrial Angostura S.A. ("CAIASA") - Bunge has a 33% ownership interest in an oilseed processing
facility joint venture with Louis Dreyfus Company and Aceitera General Deheza S.A. ("AGD") in Paraguay.
CoverCress Inc. - Bunge has a 22% ownership interest in a company that has developed a novel low carbon-intensity
winter oilseed crop called CoverCress™.
G3 Global Holding GP Inc. - Bunge has a 25% ownership interest in G3 Global Holding GP Inc., a joint venture with
Saudi Agricultural and Livestock Investment Company ("SALIC") that operates grain facilities in Canada.
Hosemillas Holdings S.A ("Hosemillas") - Bunge has a 20% ownership interest in a Uruguay holding company with
operations and subsidiaries located in South America, including Brazil, Paraguay, Argentina, and Uruguay. Operations
primarily focus on the processing and marketing of seeds as well as developing technology for genetic improvements of seeds.
Navegações Unidas Tapajós S.A. ("Tapajos") - Bunge has a 50% ownership interest in Tapajos, a joint venture with
Amaggi Exportaçao E Importaçao to operate inland waterway transportation between the municipalities of Itaituba and
Barcarena, Brazil. The Tapajos complex is mainly dedicated to exporting soybeans and grains from Brazil.
Sinagro Produtos Agropecuários S.A. ("Sinagro") - Bunge has a 33% ownership interest in a Brazilian distributor of
agricultural inputs and originator of grains that complements Bunge's grain origination business.
Terminais do Graneis do Guaruja ("TGG") - Bunge has a 57% ownership interest in TGG, a joint venture with Amaggi
International Ltd. to operate a port terminal in Santos, Brazil, for the reception, storage and shipment of solid bulk cargoes.
Terminal 6 S.A. and Terminal 6 Industrial S.A. - Bunge has a joint venture, Terminal 6 S.A., in Argentina with AGD for
the operation of a port facility located in the Santa Fe province of Argentina. Bunge is also a party to a second joint venture
F-34
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
with AGD, Terminal 6 Industrial S.A., which operates a crushing facility located adjacent to the port facility. Bunge owns 40%
and 50%, respectively, of these joint ventures.
Vietnam Agribusiness Holdings Ptd. Ltd ("VAH") - Bunge has a 50% ownership in VAH, with Wilmar International
Limited ("Wilmar") owning the remaining 50%. VAH owns 100% of the shares of an oilseed processing facility in Vietnam.
Sugar and Bioenergy
BP Bunge Bioenergia - Bunge has a 50% ownership interest in BP Bunge Bioenergia, a joint venture with BP. BP Bunge
Bioenergia is a leading company in the ethanol, biopower, and sugar market in Brazil.
ProMaiz - Bunge has a 50% ownership interest in a corn wet milling facility joint venture with AGD in Argentina for the
production of ethanol.
Corporate and Other
Australia Plant Proteins ("APP") - Bunge has a 22% ownership interest in a start-up manufacturer of novel protein
ingredients in Australia that complements Bunge's existing businesses. See below for further details regarding impairment
charges related to this investment in affiliate recorded during the years ended December 31, 2023 and December 31, 2022.
Merit Functional Foods Corp. ("Merit") - Bunge has a 29% ownership interest in a start-up manufacturer of novel protein
ingredients in Canada that complements Bunge's existing businesses. During the year ended December 31, 2023, Merit was
placed in receivership by the Canadian court. See below for further details regarding impairment charges recorded during the
year ended December 31, 2022.
Summarized financial information, combined, for all of Bunge's equity method investees is as follows:
(US$ in millions)
Current assets
Noncurrent assets
Total assets
Current liabilities
Noncurrent liabilities
Total liabilities
(US$ in millions)
Net sales
Gross profit
Net income (loss)
December 31,
2023
2022
4,755 $
4,345
9,100 $
3,590 $
2,344
5,934 $
4,257
3,612
7,869
2,978
2,150
5,128
$
$
$
$
Years ended December 31,
2023
2022
2021
$
12,529 $
11,268 $
9,441
907
283
953
312
832
358
Impairments of Equity Method Investments
During the year ended December 31, 2022, the Company recorded total impairments of $53 million associated with its
equity method and other equity investments in two start-up manufacturers of novel protein ingredients, Merit and APP. These
impairments were determined through management's review of impairment indicators and consideration of the other-than
temporary nature of such items. Impairment charges on both the equity method and other equity investments in Merit and APP
were recorded to Income from affiliates within Corporate and Other.
Further, during the year ended December 31, 2023, the Company recorded an additional impairment of $16 million
associated with APP to Income from affiliates within Corporate and Other. This impairment was determined through
management's review of impairment indicators and consideration of the other-than temporary nature of such items. As a result
of the impairments, there is no carrying value associated with the equity method investments in Merit and APP at December 31,
2023.
F-35
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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. Required installment
payments prior to the exercise of the Option are not material and are expected to be applied against the exercise price of the
Option. TGSC is a variable interest entity ("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 consolidated statements of income and consolidated balance sheets, respectively.
TGSC is not a business as defined by U.S. GAAP. Therefore, the non-cash transaction resulting in initial consolidation of
TGSC in the third quarter of 2023 represents an asset acquisition. Positions recognized in the consolidated balance sheet upon
initial consolidation consisted primarily of Other intangible assets, net - license ($87 million); Property, plant and equipment,
net - construction-in-process ($36 million); Long-term debt ($35 million); and Noncontrolling interests ($91 million). Bunge
did not recognize any gain or loss upon initial consolidation of TGSC. TGSC's assets can only be used to settle the entity’s own
obligations and TGSC’s creditors have no recourse to Bunge’s assets beyond Bunge’s maximum exposure to loss associated
with TGSC at any given time.
On May 1, 2022, Bunge completed a transaction with Chevron to create a joint venture, Bunge Chevron Ag Renewables
LLC (the "Joint Venture"), leveraging Bunge’s expertise in oilseed processing and farmer relationships, and Chevron’s
expertise in fuels manufacturing and marketing, to help meet the demand for renewable fuels and to develop lower carbon
intensity feedstocks.
The Joint Venture is a VIE in which Bunge is considered to be the primary beneficiary because it is responsible for the
day-to-day operating decisions of the Joint Venture as well as the marketing of the principal products, primarily soybean meal
and oil produced and sold by the Joint Venture, among other factors. The Joint Venture's assets can only be used to settle the
Joint Venture’s own obligations and the Joint Venture’s creditors have no recourse to Bunge’s assets beyond Bunge’s
maximum exposure to loss associated with the Joint Venture at any given time.
The following table presents the values of the assets and liabilities associated with the above listed VIEs in which Bunge
is considered the primary beneficiary to the extent included in Bunge’s consolidated balance sheet as of December 31, 2023 and
2022. All amounts exclude intercompany balances, which have been eliminated upon consolidation.
For all other VIEs in which Bunge is considered the primary beneficiary, the entities meet the definition of a business,
and the VIE's assets can be used other than for the settlement of the VIE’s obligations. As such these VIEs have been excluded
from the below table.
F-36
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(US$ in millions)
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
December 31,
2023
December 31,
2022
$
606 $
1
76
146
829
196
91
1,116 $
70 $
143
213
44
5
$
$
$
262 $
528
—
85
98
711
65
—
776
81
85
166
—
—
166
Bunge holds investment interests in various entities, as described above, that are included in Investments in affiliates and
Other non-current assets in the consolidated balance sheets. Certain of these investments, which are primarily reported in
Bunge's Agribusiness segment and Corporate and Other, have been determined to be variable interest entities for which Bunge
has determined it is not the primary beneficiary. Accordingly, these investments are not consolidated by Bunge. Bunge's
exposure to loss related to these unconsolidated investments is $589 million and $472 million, respectively, as of December 31,
2023 and 2022. Bunge's exposure to loss primarily comprises Bunge's investments balance, third party guarantees,
prepayments, and long term loans, assuming full loss of the investment balance and full payment of the guarantees regardless of
the probability of such losses actually being incurred in accordance with US GAAP disclosure rules. See Note 21-
Commitments and Contingencies.
F-37
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
12. OTHER NON-CURRENT ASSETS
Other non-current assets consist of the following:
(US$ in millions)
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
December 31,
2023
2022
$
25 $
120
16
136
142
8
43
1
124
59
110
16
143
163
8
32
1
95
$
615 $
627
(1) A significant portion of these non-current assets arise primarily from Bunge's Brazilian operations and their realization
could take several years.
(2) Net of allowances as described in Note 4- Trade Accounts Receivable and Trade Receivable Securitization Program.
(3) As of December 31, 2023 and 2022, $12 million and $9 million, respectively, of long-term investments were recorded
at fair value.
Recoverable taxes, net—Recoverable taxes are reported net of allowances of $13 million and $14 million at December
31, 2023 and 2022, respectively.
Judicial deposits—Judicial deposits are funds that Bunge has placed on deposit with the courts in Brazil. These Brazilian
funds are held in judicial escrow related 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 to settle 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 more than one year.
Long-term receivables from farmers in Brazil, net—Bunge 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 20- 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.
The average recorded investment in long-term receivables from farmers in Brazil for the years ended December 31, 2023
and 2022 was $88 million and $90 million, respectively. The table below summarizes Bunge's recorded investment in long-term
receivables from farmers in Brazil and the related allowance amounts.
F-38
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(US$ in millions)
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
December 31, 2023
December 31, 2022
Recorded
Investment
Allowance
Recorded
Investment
Allowance
$
30 $
30 $
40 $
2
19
5
18
1
—
—
—
2
19
7
—
$
74 $
31 $
68 $
34
2
—
—
—
36
(1) All amounts in legal process 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.
(US$ in millions)
Allowance as of January 1
Bad debt provisions
Recoveries
Write-offs
Transfers
Foreign currency translation
Allowance as of December 31
13. OTHER CURRENT LIABILITIES
Other current liabilities consist of the following:
(US$ in millions)
Unrealized losses on derivative contracts at fair value
Accrued liabilities
Advances on sales (1)
Income tax payable
Other
Total
Year Ended December 31,
2023
2022
$
36 $
2
(5)
(6)
1
3
$
31 $
36
4
(6)
(1)
1
2
36
December 31,
2023
2022
$
1,038 $
1,570
865
463
238
309
755
601
156
297
$
2,913 $
3,379
(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.
F-39
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. INCOME TAXES
Bunge operates globally and is subject to the tax laws and regulations of numerous tax jurisdictions and authorities as
well as tax agreements and treaties among these jurisdictions. Bunge's income tax provision is impacted by, among other
factors, changes in tax laws, regulations, agreements and treaties, currency exchange rates and Bunge's profitability in each tax
jurisdiction.
Bunge has elected to use the U.S. federal income tax rate to reconcile the actual provision for income taxes.
The components of Income before income tax are as follows:
(US$ in millions)
United States
Non-United States
Total
The components of the Income tax expense are as follows:
(US$ in millions)
Current:
United States
Non-United States
Deferred:
United States
Non-United States
Total
Year Ended December 31,
2023
2022
2021
$
$
1,180 $
1,036 $
1,871
1,030
3,051 $
2,066 $
754
1,811
2,565
Year Ended December 31,
2023
2022
2021
$
218 $
217 $
497
715
46
(47)
(1)
290
507
29
(148)
(119)
$
714 $
388 $
169
501
670
10
(282)
(272)
398
F-40
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Reconciliation of Income tax expense if computed at the U.S. federal income tax rate to Bunge's reported Income tax
expense is as follows:
(US$ in millions)
Income before income tax
Income tax rate
Income tax expense at the U.S. Federal tax rate
Adjustments to derive effective tax rate:
Foreign earnings taxed at different statutory rates
Valuation allowances
Fiscal incentives(1)
Foreign exchange on monetary items
Tax rate changes
Non-deductible expenses
Uncertain tax positions
Equity distributions, net
Inflation adjustments
Incremental tax on future distributions
State taxes
Impairment of Russian operations
Participation exemption - Loders Rotterdam sale
Swiss tax credits, net(2)
Other
Income tax expense
Year Ended December 31,
2023
2022
2021
$
3,051
$
2,066
$
2,565
21 %
641
142
(30)
(76)
(5)
18
40
20
—
(32)
25
22
—
—
(90)
39
21 %
434
(75)
(21)
(65)
31
12
51
(9)
—
(61)
30
18
25
—
—
18
$
714
$
388
$
21 %
539
(99)
29
(83)
21
(4)
38
33
(4)
(19)
(6)
17
—
(53)
—
(11)
398
(1) Fiscal incentives predominantly relate to investment incentives in Brazil that are exempt from Brazilian income tax.
(2) During 2023, Bunge was granted tax credits in Switzerland that expire through 2032, and recorded a net benefit for the
amount that Bunge believes is more likely than not to be realized prior to expiration.
F-41
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The primary components of the deferred tax assets and liabilities and the related valuation allowances are as follows:
(US$ in millions)
Deferred income tax assets:
Net operating loss carryforwards
Operating lease obligations
Employee benefits
Tax credit carryforwards
Inventories
Accrued expenses and other
Total deferred tax assets
Less valuation allowances
Deferred tax assets, net of valuation allowance
Deferred income tax liabilities:
Property, plant and equipment
Operating lease assets
Undistributed earnings of affiliates
Investments
Intangibles
Total deferred tax liabilities
Net deferred tax assets
December 31,
2023
2022
$
655 $
140
47
454
19
238
1,553
(590)
963
323
143
12
12
100
590
$
373 $
717
100
46
22
10
247
1,142
(269)
873
283
99
16
10
118
526
347
As of December 31, 2023, Bunge has determined it has unremitted earnings that are considered to be indefinitely
reinvested of approximately $1.7 billion, and accordingly, no provision for income taxes has been made. If these earnings were
distributed in the form of dividends or otherwise, Bunge would be subject to income taxes in the form of withholding taxes to
the recipient for an amount of approximately $100 million.
At December 31, 2023, Bunge's pre-tax loss carryforwards totaled $2.3 billion, of which $2.1 billion have no expiration,
including loss carryforwards of $1.3 billion in Brazil. While loss carryforwards in Brazil can be carried forward indefinitely,
annual utilization is limited to 30% of taxable income calculated on an entity by entity basis as Brazil tax law does not allow
consolidated tax filings. At December 31, 2022, Bunge's pre-tax loss carryforwards totaled $2.4 billion, of which $2.3 billion
have no expiration, including loss carryforwards of $1.3 billion in Brazil. The decrease in pre-tax loss carryforwards from 2022
to 2023 is primarily attributable to the Company’s utilization of losses in certain jurisdictions during the year. The remaining
tax loss carryforwards expire at various periods beginning in 2024 through the year 2043.
At December 31, 2023, Bunge’s tax credit carryforwards totaled $454 million, of which $440 million expire between
2029 and 2032, $10 million expire between 2024 and 2026, and $4 million have no expiration. At December 31, 2022, Bunge’s
tax credit carryforwards totaled $22 million.
Income Tax Valuation Allowances—Bunge records valuation allowances when current evidence does not suggest that
some portion or all of its deferred tax assets will be realized. The ultimate realization of deferred tax assets depends primarily
on Bunge's ability to generate sufficient timely future income of the appropriate character in the appropriate taxing jurisdiction.
As of December 31, 2023 and 2022, Bunge has recorded valuation allowances of $590 million and $269 million,
respectively. The net increase of $321 million is primarily attributable to valuation allowance established on tax credits
generated during the year where Bunge believes a portion of the deferred tax asset is more likely than not to be realized.
Unrecognized Tax Benefits—ASC 740, Income Taxes ("ASC 740") requires applying a "more likely than not" threshold
to the recognition and de-recognition of tax benefits. Accordingly, Bunge recognizes the amount of tax benefit that has a greater
than 50 percent likelihood of being ultimately realized upon settlement. At December 31, 2023 and 2022, respectively, Bunge
F-42
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
had recorded unrecognized tax benefits of $68 million and $59 million in Other non-current liabilities in the consolidated
balance sheets. During 2023, 2022 and 2021, respectively, Bunge recognized less than $1 million, $(7) million and $4 million
of interest and penalty charges in Income tax expense in the consolidated statements of income. At December 31, 2023 and
2022, respectively, Bunge had recorded accrued interest and penalties of $10 million and $9 million in Other non-current
liabilities in the consolidated balance sheets. A reconciliation of the beginning and ending amounts of unrecognized tax benefits
follows:
(US$ in millions)
Balance at January 1,
Additions based on tax positions related to the current year
Additions based on tax positions related to prior years
Reductions for tax positions of prior years (1)
Settlements with tax authorities
Expiration of statute of limitations
Foreign currency translation
Balance at December 31,
2023
2022
2021
$
298 $
329 $
320
13
12
(206)
—
(5)
9
$
121 $
20
2
(27)
(9)
(1)
(16)
298 $
14
22
—
(2)
(3)
(22)
329
(1) Reduction of tax position in Spain resulting from the conclusion of an appeals process. This decrease had no impact on
the consolidated statement of income or the consolidated balance sheet as the position was not previously recognized
under ASC 740.
Bunge believes that it is reasonably possible that approximately $8 million of its unrecognized tax benefits may be
recognized by the end of 2024 as a result of a lapse of the statute of limitations.
Bunge, through its subsidiaries, files income tax returns in the United States (federal and various states) and non-United
States regions. The table below reflects the tax years for which Bunge is subject to income tax examinations by tax authorities
in significant tax regions:
North America
South America
Europe, Middle East, and Africa
Asia-Pacific
Open Tax Years
2015 - 2023
2016 - 2023
2017 - 2023
2012 - 2023
As of December 31, 2023, Bunge's Brazilian subsidiaries have received income tax and penalty assessments through
2018 of approximately R$5.3 billion (approximately $1.1 billion) plus applicable interest on the outstanding amount. Bunge has
recorded unrecognized tax benefits related to these assessments of R$12 million (approximately $3 million) as of December 31,
2023.
Management, in consultation with external legal advisors, believes that it is more likely than not that Bunge will prevail
on the proposed assessments (with the exception of unrecognized tax benefits discussed above) in Brazil and is vigorously
defending its position against these assessments.
Bunge made cash income tax payments, net of refunds received, of $655 million, $570 million and $531 million during
the years ended December 31, 2023, 2022, and 2021, respectively.
During 2023, various countries enacted into law the global minimum tax provisions similar to the Pillar 2 Model Rules as
previously approved by the Organization for Economic Cooperation and Development (the "OECD") / G20 Inclusive
Framework on Base Erosion and Profit Shifting ("BEPS"). The global minimum tax rules provide for a global minimum
corporate tax rate of 15%. Most notably for Bunge, the Netherlands and Switzerland enacted certain provisions in 2023. The
Netherlands enacted an Income Inclusion Rule ("IIR") and Qualified Domestic Top Up Tax ("QDMTT"), effective for fiscal
years beginning on or after December 31, 2023, and an Under Taxed Payments Rule ("UTPR"), effective for fiscal years
beginning on or after December 31, 2024. Switzerland enacted a QDMTT, effective beginning January 1, 2024. As such, Bunge
will be subject to the global minimum corporate tax rate in all of its jurisdictions beginning in 2024. Bunge does not expect a
material impact in 2024.
F-43
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
15. 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 12- Other
Non-Current Assets for long-term receivables from farmers in Brazil, net and other long-term investments, Note 17- Short-term
Debt and Credit Facilities for Short-term debt, Note 18- Long-term Debt for Long-term debt, and Note 19- Employee Benefit
Plans for employee benefit plans. Bunge's financial instruments also include derivative instruments and marketable securities,
which are stated at fair value.
For a definition of fair value and the associated fair value levels, refer to Note 1- Nature of Business, Basis of
Presentation and Significant Accounting Policies.
The following table sets forth, by level, the Company’s assets and liabilities that were accounted for at fair value on a
recurring basis.
(US$ in millions)
Assets:
Cash equivalents
Fair Value Measurements at Reporting Date
December 31, 2023
December 31, 2022
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
$ 315 $ 149 $ — $
464 $ — $
81 $ — $
81
Readily marketable inventories (Note 5)
—
5,175
662
5,837
—
6,268
412
6,680
Trade accounts receivable (1)
—
1
—
1
—
7
—
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
—
—
12
—
12
—
3
—
253
—
253
198
737
88
1,023
1
136
378
—
379
763
101
1,000
80
—
—
114
—
—
—
—
—
40
39
—
80
114
—
79
80
—
—
128
—
33
2
5
40
—
—
27
80
130
5
100
$ 747 $ 6,366 $ 750 $ 7,863 $ 378 $ 7,547 $ 540 $ 8,465
$ — $ 591 $ 232 $
823 $ — $ 513 $ 130 $ 643
1
273
—
274
—
344
—
—
223
—
166
417
17
68
—
—
132
1
—
223
600
68
133
—
—
—
—
—
1
127
461
—
731
50
28
—
—
153
6
1
—
—
Total liabilities
$ 367 $ 1,505 $ 249 $ 2,121 $ 309 $ 2,056 $ 180 $ 2,545
(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 million and $1
million included in Other non-current assets at December 31, 2023 and 2022, respectively.
(3) Other includes the fair values of marketable securities and investments in Other current assets and Other non-current
assets.
F-44
7
3
344
462
908
28
159
1
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(4) Unrealized losses on derivative contracts are generally included in Other current liabilities. There were $260 million
and $332 million included in Other non-current liabilities at December 31, 2023 and 2022, respectively.
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 consolidated balance sheets and consolidated statements of income
could differ. Additionally, if market conditions change subsequent to the reporting date, amounts reported in future periods as
unrealized gains and losses on derivative contracts and RMI at fair value in the consolidated balance sheets and 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 relating primarily 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 that 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 treasury 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 internally developed 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
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
freight, premiums and discounts in its contracts. Movements in the price 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 instrument fair value measurements utilizes both market observable and
unobservable inputs. 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 years ended December 31, 2023 and 2022. These instruments were valued
using pricing models that management believes reflect the assumptions that would be used by a marketplace participant.
(US$ in millions)
Balance, January 1, 2023
Total gains and losses (realized/unrealized) included
in Cost of goods sold (1)
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
Year Ended December 31, 2023
Readily
Marketable
Inventories
Derivatives,
Net
Trade
Accounts
Payable
Other(2)
Total
$
412 $
51 $
(130) $
27 $
360
988
(18)
—
5,336
(7,697)
—
1,958
(388)
53
—
—
—
—
48
(10)
—
32
—
(473)
—
426
(113)
50
(24)
—
1,002
(1)
—
(1)
4,863
(14)
(7,711)
—
—
(12)
—
426
1,893
(360)
29
501
Balance, December 31, 2023
$
662 $
71 $
(232) $
— $
(1) Readily marketable inventories, derivatives, net, and trade accounts payable include gains/(losses) of $978 million,
$(30) million and $32 million, respectively, that are attributable to the change in unrealized gains/(losses) relating to
Level 3 assets and liabilities still held at December 31, 2023.
(2) Comprises the fair values of marketable securities and investments in Other current assets. Certain inputs to the
valuation of these securities became observable during the year ended December 31, 2023, resulting in the remaining
balance being transferred out of Level 3.
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(US$ in millions)
Balance, January 1, 2022
Total gains and losses (realized/unrealized)
included in Cost of goods sold (1)
Total gains and losses (realized/unrealized)
included in Foreign exchange gains (losses)
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
Year Ended December 31, 2022
Readily
Marketable
Inventories
Derivatives,
Net
Trade
Accounts
Payable
Other(2)
Total
$
205 $
(31) $
(23) $
— $
151
665
—
—
4,487
(6,811)
—
2,568
(616)
(86)
81
—
—
—
—
—
24
(23)
—
52
—
—
(522)
—
531
(434)
230
36
—
798
(7)
(7)
(86)
—
—
(100)
218
—
2
(86)
3,965
(6,811)
431
2,376
(409)
(48)
360
Balance, December 31, 2022
$
412 $
51 $
(130) $
27 $
(1) Readily marketable inventories, derivatives, net, and trade accounts payable, includes gains/(losses) of $724 million,
$66 million and $47 million, respectively, that are attributable to the change in unrealized gains/(losses) relating to
Level 3 assets and liabilities still held at December 31, 2022.
(2) Comprises the fair values of marketable securities and investments in Other current assets. Included within Other
income (expense) - net of the consolidated statements of income are $52 million in mark-to-market losses related to
securities still held at December 31, 2022.
16. 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 the 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 an increase in the fair value of the derivative will be substantially offset by the earnings
effect of the increase 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 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 loss until the transaction affects earnings, at which time the change in value of the currency
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
forward is reclassified to Net sales, Cost of goods sold, or Selling, general and administrative expenses. These hedges mature at
various times through December 2024. Of the amount currently in Accumulated other comprehensive loss, $2 million of
deferred losses is expected to be reclassified to earnings in the next twelve months.
Net investment hedges - The Company hedges the currency risk of certain of its foreign subsidiaries with currency
forwards for which the currency risk is remeasured through Accumulated other comprehensive loss. For currency forwards, the
forward method is used. The change in the value of the forward is classified in Accumulated other comprehensive loss until the
transaction affects earnings by way of either sale or substantial liquidation of the foreign subsidiary.
The table below provides information about the balance sheet values of hedged items and the notional amount of
derivatives used in hedging strategies. The notional amount of the derivative is the number of units of the underlying (for
example, the notional principal amount of the debt in an interest rate swap). The notional amount is used to compute interest or
other payment streams to be made under the contract and is a measure of the Company’s level of activity. The Company
discloses derivative notional amounts on a gross basis.
(US$ in millions)
Hedging instrument type:
Fair value hedges of interest rate risk
Interest rate swap - notional amount
Cumulative adjustment to long-term debt from application of hedge accounting
Carrying value of hedged debt
Fair value hedges of currency risk
Carrying value of hedged debt
Cross currency swap - notional amount
Cash flow hedges of currency risk
Foreign currency forward - notional amount
Foreign currency option - notional amount
Net investment hedges
December 31,
2023
December 31,
2022
Unit of
Measure
$
$
$
$
$
$
$
2,900 $
3,753
$ Notional
(260) $
2,625 $
(341) $ Notional
$ Notional
3,394
— $
— $
232
232
$ Notional
$ Notional
54 $
99 $
310
108
$ Notional
$ Notional
Foreign currency forward - notional amount
$
1,112 $
495
$ Notional
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 gains (losses) - 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 ("FFA") 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.
F-48
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 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.
F-49
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The table below summarizes the volume of economic derivatives as of December 31, 2023 and December 31, 2022. 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.
(US$ in millions)
Interest rate
Swaps
Futures
Forwards
Options
Currency
Forwards
Swaps
Futures
Options
Agricultural commodities
Forwards
Swaps
Futures
Options
Ocean freight
FFA
Natural gas
Forwards
Swaps
Futures
Options
Electricity
Futures
Swaps
Energy - other
Swaps
Futures
Options
Energy - CO2
Futures
Options
Other
December 31,
2023
December 31,
2022
Long
(Short)
Long
(Short)
Unit of
Measure
$
$
$
$
$
$
$
$
935 $
— $
416 $
— $
(1,465) $
387 $
(1,267)
$ Notional
(612) $
(416) $
(3) $
— $
— $
— $
(97)
$ Notional
—
—
$ Notional
$ Notional
8,808 $
(10,356) $
1,357 $
(324) $
— $
5 $
(2) $
(5) $
9,819 $
2,441 $
11 $
— $
(9,682)
(2,876)
—
(102)
$ Notional
$ Notional
$ Notional
Delta
25,588,125 (34,163,143) 20,493,679 (27,766,763) Metric Tons
—
—
—
(1,864,262) Metric Tons
—
(1,224,688)
—
(4,092,772) Metric Tons
29,420
(615,937)
1,025
(216,647) Metric Tons
—
(4,965)
—
(11,197)
Hire Days
300
778,436
12,715,588
—
—
—
—
1,460,190
5,250,393
—
(2,923,438)
(281,511)
—
—
—
—
—
—
—
MMBtus
MMBtus
MMBtus
MMBtus
Mwh
Mwh
—
—
202,716
—
40,920
675,000
400,000
—
22,987
(8,619)
—
—
—
—
—
175,784
1,320,881
—
—
—
— Metric Tons
— Metric Tons
— Metric Tons
(38,000) Metric Tons
— Metric Tons
Swaps and futures
$
100 $
(106) $
20 $
(50)
$ Notional
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Effect of Derivative Instruments and Hedge Accounting on the Consolidated Statements of Income
The tables below summarize the net effect of derivative instruments and hedge accounting on the consolidated
statements of income for the years ended December 31, 2023, 2022, and 2021.
Gain (Loss) Recognized in
Income on Derivative Instruments
Year Ended December 31,
2023
2022
2021
Type of derivative
Foreign currency
$
8 $
7 $
2
(US$ in millions)
Income statement classification
Net sales
Hedge accounting
Cost of goods sold
Hedge accounting
Economic hedges
Total Cost of goods sold
Foreign currency
Foreign currency
Commodities
Other (1)
Selling, general & administrative
Hedge accounting
Foreign currency
Interest expense
Hedge accounting
Economic hedges
Total Interest expense
Interest rate
Interest rate
Foreign exchange gains (losses) - net
Hedge accounting
Economic hedges
Total Foreign exchange gains (losses) - net
Foreign currency
Foreign currency
Other income (expense) - net
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 (loss) income during the period
Amounts released from Accumulated other comprehensive loss during the
period
Cash flow hedge of foreign currency risk
(1) Other includes the results from freight, energy, and other derivatives.
F-51
1
437
462
60
5
396
(751)
82
—
(7)
(1,749)
44
960 $
(268) $
(1,712)
1 $
(2) $
—
(134) $
6
(128) $
(27) $
28
1 $
(33) $
—
(33) $
(30) $
115
85 $
30
1
31
(28)
64
36
1 $
2 $
1
3 $
1 $
(3) $
57 $
(1)
2
(99) $
(139) $
(16)
(3) $
(8) $
(3)
$
$
$
$
$
$
$
$
$
$
$
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. SHORT-TERM DEBT AND CREDIT FACILITIES
Bunge's short-term borrowings are typically sourced from various banking institutions and the U.S. commercial paper
market. Bunge also borrows from time to time in local currencies in various foreign jurisdictions. Interest expense includes
facility commitment fees, amortization of deferred financing costs, the impact of designated interest rate hedges, and charges on
certain lending transactions. The weighted-average interest rate on short-term borrowings at December 31, 2023 and 2022 was
8.36% and 15.53%, respectively.
(US$ in millions)
Commercial paper program
Revolving credit facilities
Short-term lines of credit, variable interest rates from 2.00% to 155.00% (3)
Total short-term debt (1) (2)
December 31,
2023
2022
$
$
— $
—
797
797 $
—
—
546
546
(1)
(2)
Includes $179 million and $207 million of local currency borrowings in certain European, South American, and Asia-
Pacific countries at a weighted average interest rate of 15.30% and 32.12% as of December 31, 2023 and
December 31, 2022, respectively.
Includes secured debt of $196 million and $54 million at December 31, 2023 and December 31, 2022, respectively.
(3) Variable interest rate range on short-term lines of credit as of December 31, 2023.
Prior to June 21, 2023, Bunge conducted most of its third party financing activities through a centralized financing
structure that included a master trust (the "Bunge Master Trust"). On June 21, 2023, Bunge terminated the Bunge Master Trust
in accordance with a termination and lien release agreement in order to simplify the legal framework around its capital
structure. Post termination of the Bunge Master Trust, Bunge continues to conduct most of its third party financing activities
centrally through 100% owned finance subsidiaries which carry full, unconditional guarantees of the parent company. In
connection with the termination of the Bunge Master Trust, Bunge amended its existing credit agreements and related
guarantees to remove all references and provisions related to the Bunge Master Trust, as well as made amendments to certain
credit facilities as discussed further below.
Also on June 21, 2023, Bunge entered into an unsecured $1.1 billion 364-day revolving credit agreement (the "$1.1
Billion 2024 Credit Agreement") with a group of lenders, maturing on June 19, 2024. 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 2024 Credit Agreement by an
aggregate amount up to $250 million, subject to lender approval, pursuant to an accordion provision. Borrowings will bear
interest at Secured Overnight Financing Rate ("SOFR") plus a SOFR adjustment and applicable margin as defined in the $1.1
Billion 2024 Credit Agreement. The $1.1 Billion 2024 Credit Agreement replaced an existing $1.1 billion 364-day revolving
credit agreement scheduled to mature July 14, 2023. Bunge had no borrowings outstanding at December 31, 2023, and
December 31, 2022, under the $1.1 Billion 2024 Credit Agreement and the predecessor agreement, respectively.
Further, on June 21, 2023, Bunge amended its $1.35 billion 5-year revolving credit agreement to increase total
commitments under the facility to $1.95 billion (the "$1.95 Billion Credit Agreement"). Bunge may from time to time request
one or more of the existing or new lenders to increase the total participations under the $1.95 Billion Credit Agreement by an
aggregate amount up to $1.5 billion pursuant to an accordion provision. Borrowings will bear interest at SOFR plus a SOFR
adjustment and applicable margin as defined in the $1.95 Billion Credit Agreement. Bunge had no borrowings outstanding at
December 31, 2023, and December 31, 2022, under the $1.95 Billion Credit Agreement and the predecessor agreement,
respectively.
Bunge had no borrowings outstanding at December 31, 2023, and December 31, 2022, under the unsecured $865
million Revolving Credit Facility (the "$865 Million 2026 Facility") with a group of lenders, set to mature on October 29, 2026.
Borrowings will bear interest at SOFR plus a credit spread adjustment and applicable margin, as defined in the $865 Million
2026 Facility.
On October 6, 2023, Bunge terminated the unsecured $1.75 billion revolving credit facility, set to mature on December
16, 2024 ("Terminated $1.75 Billion Revolving Credit Facility"). Bunge replaced the Terminated $1.75 Billion Revolving
Credit Facility by entering into an unsecured $1.75 billion revolving credit facility ("$1.75 Billion Revolving Credit Facility"),
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2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
with a group of lenders, maturing on October 6, 2026. Bunge may from time to time, with the consent of the agent, request one
or more of the existing lenders or new lenders to increase the total commitments in an amount not to exceed $1.75 billion
pursuant to an accordion provision. Bunge has the option to request an extension of the maturity date of the $1.75 Billion
Revolving Credit Facility for two additional one-year periods. Borrowings under the $1.75 Billion Revolving Credit Facility
will bear interest at SOFR plus a SOFR adjustment, which will vary from 0.05% to 0.25% based on the tenor of the interest
period selected, plus a margin, which will vary from 0.25% to 0.90%, based on the senior long-term unsecured debt rating
provided by Moody’s Investors Services Inc. ("Moody’s") and S&P Global Ratings ("S&P"). The applicable margin 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 eliminate deforestation in its supply chains in 2025. Bunge
had no borrowings outstanding at December 31, 2023, and December 31, 2022, under the unsecured $1.75 Billion Revolving
Credit Facility and the predecessor agreement, respectively.
Borrowings under the committed revolving credit facilities described above typically have an original maturity of three
months or less, resulting in net presentation of proceeds and repayments of short-term debt in the consolidated statements of
cash flows.
At December 31, 2023, Bunge had $5,665 million unused and available committed borrowing capacity comprising
committed revolving credit facilities with a number of financial institutions. At December 31, 2022, Bunge had $6,665 million
unused and available committed borrowing capacity comprised of committed revolving credit facilities and the commercial
paper program with a number of financial institutions, totaling $5,665 million, and $1,000 million in committed unsecured
delayed draw term loans (see Note 18- Long-term Debt).
On June 21, 2023, Bunge terminated its existing $600 million asset-backed commercial paper program and its related
liquidity and letter of credit facilities. To continue access to the commercial paper market, Bunge established a new $1 billion
unsecured corporate commercial paper program (the "$1 Billion Commercial Paper Program"). S&P and Moody's assigned
short-term ratings of A-2 and P-2, respectively. The short-term credit ratings of the $1 Billion 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. The $1 Billion Commercial Paper Program
has no maturity date. At December 31, 2023, there were no borrowings outstanding under the $1 Billion Commercial Paper
Program. At December 31, 2022, there were no borrowings outstanding under Bunge’s prior commercial paper program and its
related liquidity and letter of credit facilities. Borrowings under the $1 Billion Commercial Paper Program typically have an
original maturity of three months or less, resulting in net presentation of proceeds and repayments of short-term debt in the
consolidated statements of cash flows.
In addition to the committed facilities discussed above, from time to time, Bunge Global SA and/or its financing
subsidiaries may enter into uncommitted bilateral short-term credit lines as necessary based on its financing requirements. At
December 31, 2023 and 2022, there were no borrowings outstanding under these bilateral short-term credit lines. Loans under
such credit lines are non-callable by the respective lenders. In addition, Bunge's operating companies had $797 million and
$546 million in short-term borrowings outstanding from local bank lines of credit at December 31, 2023 and 2022, respectively,
to support working capital requirements. The original maturity of borrowings under uncommitted bilateral credit lines and local
bank lines of credit varies based upon the Company's financing objectives. As a result, proceeds and repayments of such credit
lines may be presented on a net basis, or separately, in the consolidated statements of cash flows as dictated by the borrowing's
original maturity.
Bunge's credit facilities require it to comply with specified financial covenants related to minimum current ratio, a
maximum debt to capitalization ratio, and limitations on secured indebtedness. Bunge was in compliance with these covenants
at December 31, 2023.
F-53
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. LONG-TERM DEBT
Long-term debt obligations are summarized below. Variable interest rates are as of December 31, 2023.
(US$ in millions)
Term loan due 2024 - three-month TONAR plus 0.75% (Tranche A) (1)
Term loan due 2024 - three-month SOFR plus 1.40% (Tranche B) (1)
Term loan due 2025 - SOFR plus 0.90%
Term loan due 2027 - SOFR plus 1.125%
Term loan due 2028 - SOFR plus 1.325%
1.85% Senior Notes due 2023—Euro (2)
1.63% Senior Notes due 2025
3.25% Senior Notes due 2026
3.75% Senior Notes due 2027
2.75% Senior Notes due 2031
December 31,
2023
2022
$
— $
—
750
250
249
—
598
698
597
991
232
90
—
—
249
853
597
698
597
990
Cumulative adjustment to long-term debt from application of hedge accounting
Other
Subtotal
Less: Current portion of long-term debt (3)
Total long-term debt (4)
(260)
212
4,085
(5)
$
4,080 $
(341)
140
4,105
(846)
3,259
(1) On October 6, 2023, Bunge prepaid and terminated its 5-year term loan agreement due in 2024.
(2) Upon maturity in June 2023, Bunge repaid the principal and accrued interest due on all of the issued and outstanding
1.85% Senior Notes - Euro.
(3)
(4)
Includes secured debt of $4 million and $2 million at December 31, 2023 and December 31, 2022, respectively.
Includes secured debt of $100 million and $21 million at December 31, 2023 and December 31, 2022, respectively.
The fair values of long-term debt, including current portion, are calculated based on interest rates currently available on
comparable maturities to companies with credit standing similar to that of Bunge. The carrying amounts and fair values of long-
term debt are as follows:
(US$ in millions)
December 31, 2023
December 31, 2022
Carrying
Value
Fair Value
(Level 2)
Carrying
Value
Fair Value
(Level 2)
Long-term debt, including current portion
$
4,085 $
4,125
$
4,105 $
4,148
As described in Note 2- Acquisitions and Dispositions, Bunge has 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. The $7.7 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.
On August 5, 2022, Bunge entered into an unsecured $250 million delayed draw term loan (the "$250 Million
February 2023 Delayed Draw Term Loan") with a group of lenders that was required to be drawn by February 2, 2023. The
$250 Million February 2023 Delayed Draw Term Loan bears interest at SOFR plus a credit spread adjustment and applicable
margin, as defined in the $250 Million February 2023 Delayed Draw Term Loan agreement. The $250 Million February 2023
Delayed Draw Term Loan was drawn on February 2, 2023 and matures on August 5, 2027.
F-54
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
On July 26, 2022, and later amended on October 7, 2022, Bunge entered into an unsecured $750 million delayed draw
term loan (the "$750 Million Delayed Draw Term Loan") with a group of lenders giving Bunge the option to draw the loan by
January 25, 2023. The $750 Million Delayed Draw Term Loan bears interest at SOFR plus a credit spread adjustment and
applicable margin, as defined in the $750 Million Delayed Draw Term Loan agreement. The $750 Million Delayed Draw Term
Loan was drawn on January 25, 2023 and matures on October 24, 2025.
On February 23, 2022, Bunge issued a notice of redemption for all of the issued and outstanding 4.35% Senior Notes
due March 15, 2024. The redemption of the 4.35% Senior Notes occurred on March 10, 2022. In connection with the
redemption, for the year ended December 31, 2022, the Company recorded a $47 million charge within Interest expense, of
which $31 million related to a "make-whole" provision based on the sum of the present values of the remaining scheduled
payments of principal and interest on the 4.35% Senior Notes, plus accrued and unpaid interest as of the March 10, 2022
redemption date, and $16 million related to the recognition of unrealized mark-to-market losses on terminated and de-
designated interest rate hedges.
Certain of Bunge's term loans require it to comply with specified financial covenants related to minimum current ratio,
a maximum debt to capitalization ratio, and limitations on secured indebtedness. Bunge was in compliance with these covenants
at December 31, 2023.
Certain property, plant and equipment, and investments in consolidated subsidiaries having a net carrying value of
approximately $125 million at December 31, 2023 have been mortgaged or otherwise collateralized against long-term debt,
including current portion, of $104 million at December 31, 2023.
Principal Maturities—Principal maturities of long-term debt at December 31, 2023 are as follows:
(US$ in millions)
2024
2025
2026
2027
2028
Thereafter
Total (1)
$
$
9
1,438
704
879
256
1,075
4,361
(1)
Includes components of long-term debt attributable to unamortized premiums of $16 million and excludes components
of long-term debt attributable to fair value hedge accounting of $260 million. Includes principal maturities of long-
term debt attributable to finance leases, see Note 26- Leases for a separate breakout of finance lease maturities.
During the years ended December 31, 2023, 2022, and 2021, Bunge paid interest, net of interest capitalized, of $507
million, $403 million, and $285 million, respectively.
19. EMPLOYEE BENEFIT PLANS
Certain of Bunge's United States, Canadian, European, Asian, and Brazilian-based subsidiaries sponsor defined benefit
pension plans covering substantially all employees of such subsidiaries. The plans provide benefits primarily based on
participant salaries and lengths of service. The funding policies for Bunge's defined benefit pension plans are determined in
accordance with statutory funding requirements. The most significant defined benefit plan is in the United States.
Certain of Bunge's United States and Brazilian-based subsidiaries have benefit plans to provide postretirement healthcare
benefits to eligible retired employees of those subsidiaries. The plans require minimum retiree contributions and define the
maximum amount the subsidiaries will be obligated to pay under the plans. Bunge's policy is to fund these costs as they become
payable.
Plan amendments and pension liability adjustments—On September 19, 2017, Bunge approved changes to certain U.S.
defined benefit pension plans. As a result, these plans were closed to new employees hired on or after January 1, 2018 and
future benefit accruals for existing participants ceased effective January 1, 2023.
F-55
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Plan Settlements— On June 30, 2023, the Company approved a one-time lump sum offering to participants in certain of
Bunge's defined benefit North American pension plans who had separated from the Company as of December 31, 2022 and
whose benefits in the plan had fully vested. The respective payments were substantially completed during September 2023. The
payments, which were paid from plan assets as settlement of respective benefit obligations, resulted in a $22 million decrease in
benefit obligations and the reclassification of an unamortized gain of less than $1 million from Accumulated other
comprehensive loss, which was recorded in Other income (expense) - net on the consolidated statements of income.
On February 28, 2022, the Company, together with plan participants and related employee unions, agreed to the transition
of one of the Company’s international defined-benefit pension plans to a multi-employer pension plan. Following the transition,
the Company accounts for the multi-employer plan similar to a defined contribution plan, resulting in full settlement of the
related defined-benefit plan obligations.
In connection with the settlement, during the first quarter of 2022, the Company recorded a $41 million pretax gain
within Other income (expense) - net in its consolidated statements of income, comprising a $4 million settlement of the related
defined benefit plan obligations as well as the reclassification of $37 million in unamortized actuarial gains from Accumulated
other comprehensive loss. Of this pretax gain, $12 million was attributable to Redeemable non-controlling interests.
Plan Transfers In and Out—There were no significant transfers into or out of Bunge's employee benefit plans during the
years ended December 31, 2023 or 2022.
Cost of Benefit Plans—Service cost is recognized in a period determined as the actuarial present value of benefits
attributed by the pension benefit formula to services rendered by employees during that period. Interest cost is the amount
recognized in a period determined as the increase in the projected benefit obligation due to the passage of time. The expected
return on plan assets is determined based on the expected long-term rate of return on plan assets and the market-related value of
plan assets. Amortization of net loss represents the recognition in net periodic cost over several periods of amounts previously
recognized in Other comprehensive income. Service cost is included in the same income statement line item as other
compensation costs arising from services rendered during the period, while the other components of net periodic benefit
pension cost are presented separately in Other (expense) income- net.
The components of net periodic benefit costs for defined benefit pension plans and postretirement benefit plans are as
follows:
(US$ in millions)
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service cost
Amortization of net loss
Curtailment loss/(gain)
Settlement loss/(gain) recognized
Pension Benefits
December 31,
Postretirement Benefits
December 31,
2023
2022
2021
2023
2022
2021
$
10 $
29 $
46 $
— $
— $
41
(46)
—
3
—
—
30
(52)
—
5
(4)
(36)
30
(54)
1
8
—
2
4
—
—
(1)
—
—
3
—
—
—
—
—
Net periodic benefit costs
$
8 $
(28) $
33 $
3 $
3 $
—
3
—
—
—
—
—
3
Assumptions used in Postretirement Benefits Calculations—At December 31, 2023, an 8.8% annual rate of increase in the
per capita cost of covered healthcare benefits was assumed for 2023 postretirement benefit plan measurement purposes,
decreasing to 8.2% by 2048, and remaining at that level thereafter. At December 31, 2022, an 7.7% annual rate of increase in
the per capita cost of covered healthcare benefits was assumed for 2022 postretirement benefit plan measurement purposes,
decreasing to 7.1% by 2048, and remaining at that level thereafter.
F-56
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The weighted-average actuarial assumptions used in determining the benefit obligation under the defined benefit pension
and postretirement benefit plans are as follows:
Discount rate
Increase in future compensation levels
Pension Benefits
December 31,
Postretirement Benefits
December 31,
2023
2022
2023
2022
4.8 %
2.2 %
5.2 %
2.4 %
9.2 %
N/A
9.6 %
N/A
The weighted-average actuarial assumptions used in determining the net periodic benefit cost under the defined benefit
pension and postretirement benefit plans are as follows:
Discount rate
Expected long-term rate of return on assets
Increase in future compensation levels
Pension Benefits
December 31,
Postretirement Benefits
December 31,
2023
2022
2021
2023
2022
2021
5.2 %
6.5 %
2.4 %
2.5 %
5.0 %
3.2 %
2.1 %
4.5 %
3.2 %
9.6 %
N/A
N/A
7.5 %
N/A
N/A
5.7 %
N/A
N/A
The sponsoring subsidiaries select the expected long-term rate of return on assets in consultation with their investment
advisors and actuaries. These rates are intended to reflect the average rates of earnings expected on the funds invested or to be
invested to provide required plan benefits. The plans are assumed to continue in effect as long as assets are expected to be
invested.
In estimating the expected long-term rate of return on assets, appropriate consideration is given to historical performance
for the major asset classes held, or anticipated to be held, by the applicable plan trusts and to current forecasts of future rates of
return for those asset classes. Cash flows and expenses are taken into consideration to the extent that the expected returns would
be affected by them. As assets are generally held in qualified trusts, anticipated returns are not reduced for taxes.
For certain of Bunge’s plans, the discount rate is determined by 1) the yield on a hypothetical bond portfolio for which
the cash flow effectively settles the year-by-year projected benefit cash flows or 2) matching either the duration or the expected
cash flows for the pension plans to a hypothetical yield curve developed on a region-specific basis using a portfolio of available
high quality, non-callable, make-whole corporate bonds.
F-57
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Pension Benefit Obligations and Funded Status—The following table sets forth in aggregate the changes in the defined
benefit pension and postretirement benefit plans' benefit obligations, assets and funded status at December 31, 2023 and 2022.
A measurement date of December 31 was used for all plans.
(US$ in millions)
Change in benefit obligations:
Pension Benefits
December 31,
Postretirement Benefits
December 31,
2023
2022
2023
2022
Benefit obligation at the beginning of year
$
812 $
1,380 $
36 $
Service cost
Interest cost
Plan curtailments
Actuarial (gain) loss, net
Employee contributions
Plan settlements
Benefits paid
Expenses paid
Impact of foreign exchange rates
Benefit obligation at the end of year
Change in plan assets:
Fair value of plan assets at the beginning of year
Actual return on plan assets
Employer contributions
Employee contributions
Plan settlements
Benefits paid
Expenses paid
Impact of foreign exchange rates
Fair value of plan assets at the end of year
Unfunded status and net amounts recognized:
Plan assets less than benefit obligation
Net liability recognized in the balance sheet
Amounts recognized in the balance sheet consist of:
Non-current assets
Current liabilities
Non-current liabilities
Net liability recognized
10
41
—
31
4
(10)
(59)
(5)
12
29
30
(2)
(311)
3
(246)
(39)
(3)
(29)
—
4
—
(4)
—
—
(3)
—
2
836 $
812 $
35 $
706 $
1,223 $
— $
51
13
4
(10)
(59)
(5)
11
(224)
19
3
(247)
(39)
(3)
(26)
—
3
—
—
(3)
—
—
711 $
706 $
— $
(125) $
(125) $
(106) $
(106) $
24 $
(9)
(140)
(125) $
21 $
(7)
(120)
(106) $
(35) $
(35) $
— $
(5)
(30)
(35) $
$
$
$
$
$
$
$
F-58
42
—
3
—
(9)
—
—
(2)
—
2
36
—
—
2
—
—
(2)
—
—
—
(36)
(36)
—
(4)
(32)
(36)
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Included in Accumulated other comprehensive loss are the following amounts, net of tax and excluding noncontrolling
interest, which have not been recognized in net periodic benefit costs:
(US$ in millions)
Net actuarial (loss) gain
Prior service credit
Total accumulated other comprehensive (loss) income
Pension Benefits
December 31,
Postretirement Benefits
December 31,
2023
2022
2023
2022
$
$
(129) $
(109) $
3
3
(126) $
(106) $
6 $
—
6 $
4
—
4
Bunge has aggregated certain defined benefit pension plans for which the projected benefit obligations exceeds the fair
value of related plan assets with pension plans for which the fair value of plan assets exceeds related projected benefit
obligations. The following table provides aggregated information about pension plans with a projected benefit obligation in
excess of plan assets:
(US$ in millions)
Projected benefit obligation
Fair value of plan assets
Pension Benefits
December 31,
2023
2022
$
$
713 $
564 $
699
572
The accumulated benefit obligation for the defined pension benefit plans was $818 million and $799 million at
December 31, 2023 and 2022, respectively. The following table summarizes information related to aggregated defined benefit
pension plans with an accumulated benefit obligation in excess of plan assets:
(US$ in millions)
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
Pension Benefits
December 31,
2023
2022
$
$
$
713 $
697 $
564 $
609
604
484
Pension Benefit Plan Assets—The objective of the plans' trust funds is to sufficiently diversify plan assets to maintain a
reasonable level of risk without imprudently sacrificing returns.
For pension plans in the United States (the "US plans"), Bunge has an outside investment advisory firm to implement a
liability-driven investment strategy intended to increase the duration of pension plan assets to better match the duration of
pension benefit obligations. This strategy is intended to increase the interest rate and credit spread liability hedge ratios and
reduce the funded status volatility of the US plans. For the largest US plan, derivatives are used primarily to manage risk and
hedge plan liabilities while maintaining liquidity. As part of this strategy, the plan is required to hold cash collateral associated
with certain derivatives. Target asset allocations are based on a glide path approach, which allocates more plan assets to
immunizing assets, such as intermediate and long duration fixed income instruments, which are intended to match the duration
and amount of the expected liabilities, and less to growth assets, such as public equities, non-core fixed income instruments and
real assets, as the funded status of the plans improve. Target asset allocations are generally 70-90% to immunizing assets and
10-30% to growth assets. For pension plans outside of the United States, the plans’ trust funds utilize a target asset allocation of
approximately 30% fixed income securities, approximately 35% equities and approximately 35% in real estate and other
alternative investment vehicles.
Bunge implements its investment strategy through a combination of passive and actively managed strategies, including,
but not limited to mutual funds, collective trust funds, and collective investment trusts. The Company's policy is not to invest
plan assets in Bunge Global SA shares. Plan investments are stated at fair value or net asset value ("NAV"). For a further
definition of fair value and the associated fair value levels, refer to Note 1- Nature of Business, Basis of Presentation and
Significant Accounting Policies.
F-59
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The fair values of Bunge's defined benefit pension plans' assets at the measurement date, by category, are as follows:
(US$ in millions)
Cash
Mutual funds - equities (1)
Mutual funds - fixed income (2)
Other (3)
Total
Collective pooled funds (4)
Total investments measured at NAV as a practical expedient
Total
(US$ in millions)
Cash
Mutual funds - equities (1)
Mutual funds - fixed income (2)
Other (3)
Total
Collective pooled funds (4)
Total investments measured at NAV as a practical expedient
Total
December 31, 2023
Level 1
Level 2
Level 3
Total
$
45 $
— $
— $
62
41
3
—
31
45
—
—
6
45
62
72
54
$
$
$
151 $
76 $
6 $
233
— $
—
151 $
— $
—
76 $
— $
—
6 $
478
478
711
December 31, 2022
Level 1
Level 2
Level 3
Total
$
58 $
— $
— $
61
28
2
—
10
43
—
—
6
58
61
38
51
$
$
$
149 $
53 $
6 $
208
— $
—
149 $
— $
—
53 $
— $
—
6 $
498
498
706
(1) This category represents a portfolio of equity investments comprised of equity index funds that invest in U.S. equities
and non-U.S. equities. The U.S. equities are comprised of investments focusing on large, mid and small cap companies
and non-U.S. equities are comprised of international, emerging markets, and real estate investment trusts.
(2) This category represents a portfolio of fixed income investments in mutual funds comprised of investment grade U.S.
government bonds and notes, foreign government bonds, and corporate bonds from diverse industries.
(3) This category represents a portfolio consisting of a mixture of hedge funds, investments in certain government and
municipal securities, bonds, real estate, and insurance contracts.
(4) Collective pooled funds are typically collective trusts valued at NAV that are calculated by the investment manager or
sponsor of the fund and have daily or monthly liquidity. Using the practical expedient in ASC 820 - Fair Value
Measurements, these investments are not categorized within the fair value hierarchy, but are included in the table
above so that they can be reconciled to the line items presented in the consolidated balance sheets.
Bunge expects to contribute $24 million and $4 million to its defined benefit pension and postretirement benefit plans,
respectively, in 2024.
The following benefit payments, which reflect future service as appropriate, are expected to be paid in relation to defined
benefit pension and postretirement benefit plans:
F-60
Table of Contents
(US$ in millions)
2024
2025
2026
2027
2028
Next five years
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Pension
Benefit Payments
Postretirement
Benefit Payments
$
54 $
54
55
55
54
268
4
4
4
4
4
17
Employee Defined Contribution Plans—Bunge also makes contributions to qualified defined contribution plans for
eligible employees. Contributions to these plans amounted to $43 million, $28 million, and $17 million during the years ended
December 31, 2023, 2022, and 2021, respectively.
20. 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% or less of total Cost of goods sold for each of the years ended
December 31, 2023, 2022, and 2021. Bunge also sells agricultural commodity products to certain of its unconsolidated
investees and other related parties. Such related party sales comprised approximately 1% or less of total Net sales for each of
the years ended December 31, 2023, 2022, and 2021.
In addition, Bunge receives services from and provides services to its unconsolidated investees, including tolling, port
handling, administrative support, and other services. During the years ended December 31, 2023, 2022, and 2021, such services
were not material to the Company's consolidated results.
At December 31, 2023 and 2022, receivables related to the above related party transactions comprised approximately 3%
or less of total Trade accounts receivable, net. At December 31, 2023 and 2022, payables related to the above related party
transactions comprised approximately 5% or less of total Trade accounts payable.
Further, as referenced in Note 6- Other Current Assets and Note 12- 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 December 31, 2023 and 2022, advances to unconsolidated investees comprised approximately 3% or less of total
Other current assets and 5% or less of total Other non-current assets.
Bunge believes all transaction values to be similar to those that would be conducted with third parties.
21. 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 the uncertainties are resolved should the liability substantially exceed the
amount of provisions included in the consolidated balance sheets. Included in Other non-current liabilities at December 31,
2023 and 2022 are the following amounts related to these matters:
(US$ in millions)
Non-income tax claims
Labor claims
Civil and other claims
Total
F-61
December 31,
2023
2022
$
$
19 $
66
114
199 $
20
76
105
201
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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
amount.
As of December 31, 2023, 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)
ICMS
PIS/COFINS
Years Examined
1990 to Present
2002 to Present
December 31,
2023
2022
$
$
212 $
438 $
215
347
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 December 31, 2023:
(US$ in millions)
Unconsolidated affiliates guarantee (1)
Residual value guarantee (2)
Russia disposition indemnity (3)
Other guarantees
Total
Recorded
Liability
$
— $
—
9
—
9 $
$
Maximum
Potential
Future
Payments
94
388
235
14
731
(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 the amounts drawn under guaranteed debt facilities of unconsolidated affiliates at December 31, 2023,
Bunge's potential liability was $83 million, and it has recorded less than $1 million of obligations related to these
guarantees within 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 December 31, 2023,
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 former Russian subsidiary. The indemnity expires on February 2, 2030. As of December 31,
2023, 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.
F-62
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Commitments—At December 31, 2023, Bunge had approximately $283 million of purchase commitments related to
inventories, $507 million of freight supply agreements for ocean freight vessels and railroad freight lines not accounted for as
leases, $97 million of power supply contracts, $219 million of contractual commitments related to construction in progress, and
$509 million of other purchase commitments and obligations, such as take-or-pay contracts, throughput contracts, and debt
commitment fees.
Bunge has also entered into standby letters of credit and surety bonds with financial institutions primarily relating to the
guarantee of our future performance on certain contracts. Amounts on outstanding standby letter of credit agreements and
surety bonds aggregated to $1,858 million and $1,592 million as of December 31, 2023 and 2022, respectively.
22. OTHER NON-CURRENT LIABILITIES
Other non-current liabilities consist of the following:
(US$ in millions)
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) See Note 19- Employee Benefit Plans.
(2) See Note 14- Income Taxes.
(3) See Note 15- Fair Value Measurements.
23. EQUITY
December 31,
2023
2022
$
218 $
170
68
260
108
$
824 $
205
152
59
332
101
849
Redomestication— In connection with the Redomestication noted in Note 1- Nature of Business, Basis of Presentation,
and Significant Accounting Policies, one registered share, par value $0.01 per share, of Bunge Global SA was exchanged for,
each issued and outstanding Bunge Limited common share, par value $0.01 per share. In connection with the non-cash
exchange, Bunge Global SA acquired 16,141,494 treasury shares which, following the Redomestication, are available for future
use in satisfying Bunge’s obligations to deliver registered shares.
Treasury Shares— In connection with the Redomestication noted in Note 1- Nature of Business, Basis of Presentation,
and Significant Accounting Policies, 8,102,179 shares held in treasury with an acquisition cost of $845 million were cancelled
in a non-cash transaction to comply with the Swiss Code limitation on issuer’s holding of registered share capital.
Share Repurchase Program— On June 12, 2023, Bunge Limited's Board of Directors approved the expansion of an
existing $500 million program for the repurchase of our issued and outstanding common shares. At the time, approximately
$300 million of capacity for the repurchase of Bunge Limited common 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 twelve
months ended December 31, 2023, Bunge repurchased 5,407,861 shares for $600 million. As of December 31, 2023, 7,516,976
shares were repurchased for $800 million and $1.4 billion remained outstanding for repurchases under the program.
Subsequent to the consolidated balance sheet date, from December 31, 2023 through February 21, 2024, Bunge
repurchased an additional 3,319,987 shares for $301 million. Therefore, as of February 21, 2024, 10,836,963 shares were
repurchased for $1.1 billion and $1.1 billion remains outstanding for repurchases under the program.
Cumulative Convertible Perpetual Preference Shares— Effective March 23, 2022, (the "Conversion Date"), in
accordance with the terms of the certificate of designation governing the 4.875% Cumulative Convertible Perpetual Preference
Shares (“convertible preference shares”), all of the Company's issued and outstanding convertible preference shares were
automatically converted into 1.2846 common shares of the Company, par value $0.01 per share. There were 6,898,268
convertible preference shares issued and outstanding prior to the conversion, which resulted in the issuance of 8,861,515 new
common shares of the Company. Additionally, in the first quarter of 2022, prior to the conversion, 1,415 convertible preference
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
shares were voluntarily converted by preference shareholders into 1,816 common shares. As a result of this conversion, no
convertible preference shares were issued or outstanding as of December 31, 2023, and December 31, 2022, and all rights of the
former holders of the convertible preference shares terminated, as of March 23, 2022.
Dividends on the convertible preference shares ceased to accrue on the Conversion Date. Accordingly, holders of the
convertible preference shares were not entitled to receive the $1.21875 per share dividend declared by the Company in respect
of the convertible preference shares on February 23, 2022, and payable to holders of record on May 15, 2022.
Dividends on registered or common shares—On October 31, 2023, the Company's Board of Directors declared a
dividend of $0.6625 per share, payable on March 1, 2024, to shareholders of record on February 16, 2024. During the twelve
months ended December 31, 2023, the Company's Board of Directors declared total dividends on shares of $2.6125 per share.
Dividend distributions occurring after the Redomestication are at the discretion of the Board of Directors and the
approval of shareholders at a general meeting in accordance with Swiss law. Upon approval by shareholders, the obligation will
be reflected in Other current liabilities with a corresponding reduction in Retained earnings in the consolidated balance sheet.
Bunge expects to make dividend distributions in four equal quarterly installments on dates determined by the Board of
Directors.
Accumulated other comprehensive loss Attributable to Bunge—The following table summarizes the balances of related
after-tax components of Accumulated other comprehensive loss attributable to Bunge:
(US$ in millions)
Balance, January 1, 2021
Other comprehensive (loss) income before reclassifications
Amount reclassified from Accumulated other comprehensive loss
Net-current period other comprehensive (loss) income
Balance, December 31, 2021
Other comprehensive income (loss) before reclassifications
Acquisition of redeemable noncontrolling interest
Amount reclassified from Accumulated other comprehensive
loss(2)
Net-current period other comprehensive income (loss)
Balance, December 31, 2022
Other comprehensive income (loss) before reclassifications
Amount reclassified from Accumulated other comprehensive
loss(3)
Net-current period other comprehensive income (loss)
Balance, December 31, 2023
Foreign
Exchange
Translation
Adjustment (1)
Deferred
Gains
(Losses)
on Hedging
Activities
Pension and
Other
Postretirement
Liability
Adjustments
Accumulated
Other
Comprehensive
Loss
$
(5,857) $
(215) $
(174) $
(6,246)
(236)
—
(236)
(6,093)
26
(15)
156
167
(5,926)
335
102
437
(5,489) $
$
(36)
(3)
(39)
(254)
(81)
—
(8)
(89)
(343)
(99)
(3)
(102)
(445) $
51
(1)
50
(221)
(4)
(225)
(124)
(6,471)
40
—
(18)
22
(102)
(18)
—
(18)
(120) $
(15)
(15)
130
100
(6,371)
218
99
317
(6,054)
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(1) Bunge has significant operating subsidiaries in Brazil, Argentina, North America, Europe, and Asia-Pacific. The
functional currency of Bunge's subsidiaries is generally the local currency. The assets and liabilities of these
subsidiaries are translated into U.S. dollars from the local currency at month-end exchange rates, and the resulting
foreign currency translation gains (losses) are recorded in the consolidated balance sheets as a component of
Accumulated other comprehensive loss.
(2) On February 28, 2022, the Company, together with plan participants and related employee unions, agreed to the
transition of one of the Company's international defined benefit pension plans to a multi-employer pension plan.
Following the transition, the Company accounts for the multi-employer plan similar to a defined contribution plan,
resulting in full settlement of the related defined benefit plan obligations.
In connection with the settlement, during the twelve months ended December 31, 2022, the Company reclassified
$27 million (net of $10 million tax expense) in unamortized actuarial gains from Accumulated other comprehensive
loss, of which $19 million was attributable to Bunge (net of $7 million in tax expense), and $8 million was attributable
to redeemable non-controlling interest (net of $3 million in tax expense).
The year ended December 31, 2022 also included the release of cumulative translation adjustments upon the
disposition of substantially all of its wheat milling business in Mexico of $158 million, which had been previously
reserved through Cost of goods sold, in the consolidated statements of income in the year ended December 31, 2021
(see Note 2- Acquisitions and Dispositions).
(3) The year ended December 31, 2023 included the release of cumulative translation adjustments upon the disposition of
all of its Russian operations of $103 million, which had been previously reserved through Cost of goods sold, in the
consolidated statements of income in the year ended December 31, 2022 (see Note 2- Acquisitions and Dispositions).
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
24. EARNINGS PER SHARE
Share information provided below, including references to Net income available to Bunge shareholders, Weighted-
average number of shares outstanding, and Earnings per share have been calculated based on Bunge’s common shares prior to
the Redomestication and Bunge’s registered shares after the Redomestication.
The following table sets forth the computation of basic and diluted earnings per share:
(US$ in millions, except for share data)
Net income
Net (income) attributable to noncontrolling interests and redeemable
noncontrolling interests
Income attributable to Bunge
Convertible preference share dividends
Net income available to Bunge shareholders - Basic
Add back convertible preference share dividends
Net income available to Bunge shareholders - Diluted
Weighted-average number of shares outstanding:
Basic
Effect of dilutive shares:
—stock options and awards (1)
—convertible preference shares (2)
Diluted
Earnings per share:
Year Ended December 31,
2023
2022
2021
$
2,337 $
1,678 $
2,167
(94)
(68)
2,243
—
1,610
—
(89)
2,078
(34)
$
$
2,243 $
1,610 $
2,044
—
—
34
2,243 $
1,610 $
2,078
148,804,387
148,712,251
141,015,388
1,983,530
2,455,629
2,520,420
—
1,966,874
8,830,904
150,787,917
153,134,754
152,366,712
Net income attributable to Bunge shareholders—basic
Net income attributable to Bunge shareholders—diluted
$
$
15.07 $
14.87 $
10.83 $
10.51 $
14.50
13.64
(1) The weighted-average shares outstanding-diluted exclude less than 1 million contingently issuable restricted stock
units, which were not dilutive and not included in the computation of earnings per share for the years ended December
31, 2023, 2022, and 2021.
(2) Effective March 23, 2022, in accordance with the terms of the certificate of designation governing the convertible
preference shares, all of the Company's issued and outstanding convertible preference shares were automatically
converted into 1.2846 common shares of the Company, par value $0.01 per share. As a result of this conversion,
dividends on the convertible preference shares ceased to accrue on the Conversion Date. Accordingly, holders of the
convertible preference shares were not entitled to receive the $1.21875 per share dividend declared by the Company in
respect of the convertible preference shares on February 23, 2022, and payable to holders of record on May 15, 2022,
and no convertible preference shares were issued or outstanding as of December 31, 2023 and December 31, 2022.
Refer to Note 23- Equity for further information.
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
25. SHARE-BASED COMPENSATION
In connection with the Redomestication effective as of November 1, 2023, Bunge amended the Bunge Equity Incentive
Plan (the "2016 EIP"), the Bunge 2009 Equity Incentive Plan, and the 2017 Non-Employee Directors Equity Incentive Plan (the
"2017 NED Plan" or collectively, referred to as the "Plans") to provide for the issuance of registered shares instead of common
shares in connection with the awards under the Plans. Additionally, the amendments to the Plans include changes to comply
with Swiss law regarding minimum payment for shares, share sourcing, the form of shares, data protection, and forfeiture of
restricted shares along with modifying the vesting provision on the 2017 NED Plan for separation.
For the years ended December 31, 2023, 2022, and 2021, Bunge recognized approximately $69 million, $65 million, and
$61 million, respectively, of total compensation expense related to its stock option and restricted stock unit equity awards.
During the years ended December 31, 2023, 2022, and 2021, Bunge granted equity awards under the 2016 EIP, a
shareholder approved plan. Under the 2016 EIP, the Compensation Committee of Bunge's Board of Directors may grant equity-
based awards to officers, employees, consultants, and independent contractors in the form of stock options, restricted stock
units (performance-based or time-based) or other equity-based awards. Shares issued under the 2016 EIP may result from, in
whole or in part, the capital band referenced in Bunge's articles of association, treasury shares, or shares reacquired by the
Company in any manner, or a combination thereof.
Stock Option Awards—Options to purchase Bunge registered shares are granted with an exercise price equal to the grant
date fair market value of Bunge registered shares, vest over service periods that generally range from one to three years and
expire 10 years from the date of grant. Vesting may be accelerated in certain circumstances as provided in the plans or
associated award agreements. Grant date fair value is recognized as compensation expense on a straight-line basis for option
grants, and forfeitures are recognized as they occur. Bunge elected to cease awarding stock options to its employees beginning
January 1, 2021. Any awards previously granted will continue to vest as awarded.
Restricted Stock Units—Restricted stock units ("RSUs") give recipients the right to receive shares of Bunge registered
shares upon the lapse of related restrictions determined by the Compensation Committee. The Company has two types of RSUs:
time-based restricted stock units ("TBRSUs") and performance-based restricted stock units ("PBRSUs"). Restrictions on
TBRSUs are based on continued service by the recipient through the designated term. Restrictions on PBRSUs are based on the
achievement of certain performance targets, including earnings per share, return on invested capital, and relative total
shareholder return, with the number of PBRSUs earned varying based on the level of achievement against these performance
targets. Compensation expense is recognized on a straight-line basis over the vesting period for restricted stock units. RSUs
generally vest over periods ranging from one to three years. Vesting may be accelerated under certain circumstances as defined
in the plans or associated award agreements. RSUs are generally settled in shares of Bunge registered shares upon satisfaction
of the applicable vesting terms, and forfeitures are recognized as they occur. In locations where share settlement may be
prohibited under local law, RSUs are settled in cash. At the time of settlement, a participant holding a vested restricted stock
unit will also be entitled to receive corresponding accrued dividend equivalent share payments.
Under the 2017 NED Plan, the Compensation Committee may grant equity-based awards to non-employee directors of
Bunge Global SA. Awards may consist of restricted stock, restricted stock units, deferred restricted stock units, and non-
statutory stock options.
Restricted stock units granted to non-employee directors generally vest on the first anniversary of the grant date, provided
the director continues to serve on the Board until such date, and are settled in shares of Bunge registered shares. At the time of
settlement, a participant holding a vested restricted stock unit is also entitled to receive corresponding accrued dividend
distribution equivalent share payments.
The fair value of each stock option granted under any of the Plans is estimated on the grant date using the Black-Scholes-
Merton option pricing model, utilizing inputs such as the expected volatility of Bunge registered shares, historical employee
exercise behavior, the expected outstanding option term, and the risk-free interest rate associated with U.S. Treasury zero-
coupon bonds.
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A summary of option activity under the Plans for the year ended December 31, 2023 is presented below:
Options
Outstanding at January 1, 2023
Exercised
Forfeited or expired
Outstanding at December 31, 2023 (1)
Exercisable at December 31, 2023
(1)
Includes 15,020 options to be cash settled.
Shares
Weighted-Average
Exercise Price
Weighted-Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic
Value (US$ in
millions)
1,855,681 $
(146,827)
(2,725)
1,706,129
1,706,129 $
56.22
68.89
76.04
55.01
55.01
4.77 $
4.77 $
78
78
The total intrinsic value of options exercised during the years ended December 31, 2023, 2022, and 2021 was
approximately $5 million, $44 million, and $30 million, respectively.
A summary of restricted stock unit activity under the Plans for the year ended December 31, 2023 is presented below.
Restricted Stock Units
Time-based restricted stock units at January 1, 2023
TBRSUs Granted
Vested/issued (1)
Forfeited
Time-based restricted stock units at December 31, 2023 (2) (3)
Performance-based restricted stock units at January 1, 2023
PBRSUs Granted
Additional PBRSUs granted on achievement of performance targets
Vested/issued (1)
Forfeited
Performance-based restricted stock units at December 31, 2023 (2)
Shares
Weighted-Average
Grant-Date
Fair Value
1,055,479 $
474,491
(316,329)
(47,037)
1,166,604 $
807,673 $
230,448
323,981
(674,986)
(12,712)
674,404 $
80.30
98.11
51.39
93.45
94.97
78.68
103.79
42.80
44.76
105.84
103.47
Total restricted stock units at December 31, 2023 (2)
1,841,008 $
98.08
(1) During the year ended December 31, 2023, Bunge issued a total of 687,444 common and registered shares, net of
shares withheld to cover taxes, including related shares representing accrued dividends, with a weighted-average fair
value of $46.62 per share upon vesting of TBRSUs and PBRSUs.
(2)
(3)
Includes accrued unvested dividends, which are payable in Bunge's registered shares upon vesting of underlying
restricted stock units.
Includes 17,145 TBRSUs to be cash settled.
At December 31, 2023, there was approximately $83 million of total unrecognized compensation cost related to restricted
stock units granted under the Plans, which is expected to be recognized over the next three years years. The total grant date fair
value of restricted stock units vested during the year ended December 31, 2023 was approximately $46 million.
Registered Shares Reserved for Share-Based Awards—The 2017 NED Plan and the 2016 EIP provide that 320,000 and
10,900,000 registered shares, respectively, are to be reserved for grants of stock options, restricted stock units and other awards
under the plans. During 2021, Bunge shareholders approved an increase to the 2017 NED Plan of 200,000 shares, which is
reflected in the figures above. At December 31, 2023, 150,669 and 2,692,269 registered shares were available for future grants
F-68
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
under the 2017 NED Plan and the 2016 EIP, respectively. No shares are currently available for grant under any other Bunge
Global SA equity incentive plan.
26. LEASES
The Company routinely leases storage facilities, transportation equipment, land, and office facilities which are typically
classified as operating leases. The accounting for some of the Company's leases may require significant judgment when
determining whether a contract is or contains a lease, the lease term, and the likelihood of renewal or termination options.
Leases with an initial term of more than 12 months are recognized on the balance sheet as right-of-use assets (Operating lease
assets) and lease liabilities for the obligation to make payments under such leases (Current operating lease obligations and Non-
current operating lease obligations). As of the lease commencement date, the lease liability is initially measured as the present
value of lease payments not yet paid. The lease asset is initially measured equal to the lease liability and adjusted for lease
payments made at or before lease commencement (e.g., prepaid rent), lease incentives, and any initial direct costs. Over time,
the lease liability is reduced for lease payments made and the lease asset is reduced through expense, classified as either Cost of
goods sold or Selling, general and administrative expense depending upon the nature of the lease. Lease assets are subject to
review for impairment in a manner consistent with property, plant and equipment. Leases with an initial term of 12 months or
less ("short-term leases") are not recorded on the consolidated balance sheets and the related lease expense is recognized on a
straight-line basis over the lease term.
The Company’s operating leases range in length of term, with a weighted average remaining lease term of 8.2 years, and
a maximum remaining term of 88 years for one water rights lease. Renewal options are generally exercisable solely at the
Company’s discretion. When a renewal option is reasonably certain to be exercised, such additional terms are considered when
calculating the associated operating lease asset and liability. When determining the lease liability at commencement of the
lease, the present value of lease payments is generally based on the Company’s incremental borrowing rate determined using a
portfolio approach and the Company’s incremental cost of debt, adjusted to arrive at the rate in the applicable country and for
the applicable term of the lease, as the rate implicit in the lease is generally not readily determinable. As of December 31, 2023,
such weighted average discount rate on operating leases was 5.0%.
Certain of the Company’s freight supply agreements for ocean freight vessels and rail cars may include rental payments
that are variable in nature. Variable payments on time charter agreements for ocean freight vessels under freight supply
agreements are dependent on then current market daily hire rates. Variable payments for certain rail cars can be based on
volumes, and in some cases, benchmark interest rates. All such variable payments, other than those that depend on an index or
rate, are not included in the calculation of the associated operating lease asset or liability subsequent to the inception date of the
associated lease and are recorded as expense in the period in which the adjustment to the variable payment obligation is
incurred. Certain of the Company’s lease agreements related to railcars and barges contain residual value guarantees (see Note
21- Commitments and Contingencies). None of the Company’s lease agreements contain material restrictive covenants.
The components of lease expense were as follows:
(US$ in millions)
Operating lease cost
Short-term lease cost
Variable lease cost
Total lease cost
Year Ended December 31,
2023
2022
$
$
507 $
747
47
1,301 $
479
1,485
69
2,033
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Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The table below presents the finance lease-related assets and liabilities recorded on the consolidated balance sheets:
(US$ in millions)
Property, plant and equipment
Less: accumulated depreciation and depletion
Property, plant and equipment, net
Current portion of long-term debt
Long-term debt
Total finance lease liabilities
Supplemental cash flow information related to leases was as follows:
(US$ in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating lease liability principal payments
Supplemental non-cash information:
Right-of-use assets obtained in exchange for lease obligations (1)
(1) Comprises both operating and finance lease obligations.
December 31,
2023
2022
124 $
(36)
88 $
3 $
57
60 $
67
(30)
37
1
16
17
Year Ended December 31,
2023
2022
506 $
480
403 $
567
$
$
$
$
$
$
Maturities of operating and finance lease liabilities as of December 31, 2023 were as follows:
(US$ in millions)
Operating
leases
Finance
leases
2024
2025
2026
2027
2028
Thereafter
Total lease payments (1)
Less imputed interest
Present value of lease liabilities, as separately presented on the consolidated balance sheet
$
$
338 $
190
155
90
49
264
1,086
(212)
874 $
6
6
5
5
4
77
103
(43)
60
(1) Minimum lease payments have not been reduced by minimum sublease income receipts of $115 million due in future
periods under non-cancelable subleases as of December 31, 2023. Non-cancelable subleases primarily relate to
agreements with third parties for the use of portions of certain facilities with remaining sublease terms of up to six
years. Additionally, from time to time, the Company may enter into re-let agreements to sell the right to use ocean
freight vessels under time charter agreements when excess capacity is available. Sublease income, generally recorded
within Net sales, was $176 million and $335 million for the years ended December 31, 2023 and December 31, 2022,
respectively.
The Company is expected to have additional operating leases, primarily for ocean freight vessels that have not yet
commenced, of $364 million over the lives of the leases. The operating leases are expected to commence in 2024 and 2025,
with lease terms ranging between two and seven years.
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BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
27. 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
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 & Bioenergy segment primarily comprises the net earnings from the
Company’s 50% interest in BP Bunge Bioenergia, a joint venture with BP.
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 the segments are generally valued at market. The segment revenues generated from these transfers
are shown in the following table as "Inter-segment revenues."
(US$ in millions)
Net sales to external customers
Inter–segment revenues
Foreign exchange gains - net
EBIT - Noncontrolling interests (1)
Other income (expense) – net
Income (loss) from affiliates
Segment EBIT (2)
Depreciation, depletion and
amortization
Total assets
Capital expenditures
As of, and for the year ended, December 31, 2023
Agribusiness
Refined and
Specialty
Oils
Milling
Sugar and
Bioenergy
Corporate &
Other
Eliminations
Total
$
42,764 $
14,603 $
1,896 $
235 $
42 $
— $
59,540
8,360
176
175
—
(70)
126
1
2,786
7
(21)
(65)
—
865
(217)
16,000
551
(179)
3,969
429
1
1
(7)
(1)
66
(33)
984
45
—
—
—
2
157
164
—
471
—
—
(8,711)
—
12
4
73
(17)
(548)
(22)
3,948
97
—
—
—
—
—
—
—
—
20
(86)
129
140
3,333
(451)
25,372
1,122
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Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(US$ in millions)
Net sales to external customers
Inter–segment revenues
Foreign exchange gains (losses) –
net
EBIT - Noncontrolling interests (1)
Other (expense) income – net
Income (loss) from affiliates
Segment EBIT (3)
Depreciation, depletion and
amortization
Total assets
Capital expenditures
As of, and for the year ended, December 31, 2022
Agribusiness
Refined and
Specialty
Oils
Milling
Sugar and
Bioenergy
Corporate &
Other
Eliminations
Total
$
47,700 $
16,850 $
2,388 $
259 $
35 $
— $
67,232
10,200
306
564
—
2
—
2
93
(14)
(12)
(29)
—
746
4
(1)
1
—
162
105
(146)
3,886
169
(32)
1,195
30
—
334
—
—
(11,070)
—
(5)
(9)
84
(55)
(397)
(27)
2,679
44
—
—
—
—
—
—
—
—
(11)
(67)
(9)
105
2,331
(408)
24,580
555
2
(45)
(67)
67
1,715
(203)
16,486
312
(US$ in millions)
Net sales to external customers
Inter–segment revenues
Foreign exchange losses – net
EBIT - Noncontrolling interests (1)
Other income – net
Income (loss) from affiliates
Segment EBIT (4)
Depreciation, depletion and
amortization
Total assets
Capital expenditures
As of, and for the year ended, December 31, 2021
Agribusiness
Refined and
Specialty
Oils
Milling
Sugar and
Bioenergy
Corporate &
Other
Eliminations
Total
$
43,636 $
13,332 $
1,909 $
270 $
5 $
— $
59,152
8,134
456
192
(24)
(28)
215
56
2,290
(1)
(73)
239
—
666
(2)
(1)
—
(2)
(74)
(206)
15,989
236
(149)
4,152
92
(39)
1,323
28
—
—
—
1
106
112
—
211
—
—
(8,782)
—
(11)
3
54
—
(333)
(30)
2,144
43
—
—
—
—
—
—
—
—
(38)
(99)
509
160
2,661
(424)
23,819
399
(1)
Includes Net (income) attributable to noncontrolling interests and redeemable noncontrolling interests adjusted for
noncontrolling interests' share of interest and taxes.
(2) 2023 EBIT includes a mark-to-market gain of $29 million, recorded in Cost of goods sold, related to inventory
recovered from Bunge's Mykolaiv and other facilities in Ukraine; $37 million of fixed asset impairment charges in
North America, recorded in Cost of goods sold; $17 million of amortization charges, at Bunge's 80% share, recorded
in SG&A, primarily related to the discontinuance of the Loders Croklaan trademark; $114 million of acquisition and
integration costs, recorded in SG&A, related to the announced Business Combination Agreement with Viterra;
$20 million impairment charge, recorded in Other income (expense) - net, related to the full impairment of a long-term
investment held in Other non-current assets; and a $16 million impairment charge, recorded in Income from affiliates,
related to a minority investment in Australian Plant Proteins, a start-up manufacturer of novel protein ingredients.
(3)
2022 EBIT includes $80 million of charges resulting from the Ukraine-Russia war, recorded in Cost of goods sold,
primarily related to losses associated with inventories physically located in occupied territories in Ukraine or in
difficult to access locations with high costs of recovery; $106 million of charges on the classification of our Russian
oilseed processing business as held-for-sale, recorded in Cost of goods sold; a $29 million gain, at Bunge's then-70%
share, related to the settlement of one of the Company’s international defined benefit pension plans, recorded in Other
F-72
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(4)
income (expense) - net; and $53 million of charges related to the impairment of two equity investments, recorded in
Income from affiliates.
2021 EBIT includes a $158 million gain on sale of a portfolio of interior grain elevators located in the United States
(U.S. Grain Disposition), recorded in Other income (expense) - net; $170 million in gains on sales of assets,
comprising a $151 million gain on sale of our Rotterdam Oils Refinery, at Bunge’s then-70% share, and a $19 million
gain on sale of an oils packaging facility in Mexico, both recorded in Other income (expense) - net; a $35 million fixed
asset impairment charge, at Bunge’s then-70% share, recorded in Cost of goods sold; and a $170 million expense
related to the classification of our Mexican wheat milling business as held-for-sale, recorded in Cost of goods sold.
Total segment earnings before interest and taxes ("EBIT") is an operating performance measure used by Bunge's
management to evaluate segment operating activities. Bunge's management believes total segment EBIT is a useful measure of
operating profitability, since the measure allows for an evaluation of the performance of its segments without regard to its
financing methods or capital structure. In addition, EBIT is a financial measure that is widely used by analysts and investors in
Bunge's industries.
A reconciliation of Net income attributable to Bunge to Total segment EBIT follows:
(US$ in millions)
Net income attributable to Bunge
Interest income
Interest expense
Income tax expense
Noncontrolling interests' share of interest and tax
Total segment EBIT from continuing operations
Net sales by product group to external customers were as follows:
(US$ in millions)
Agribusiness Processing Products
Agribusiness Merchandising Products
Refined and Specialty Oil Products
Milling Products
Sugar and Bioenergy Products
Other Products
Total
Year Ended December 31,
2023
2022
2021
$
2,243 $
1,610 $
2,078
(148)
(71)
516
714
8
403
388
1
(48)
243
398
(10)
$
3,333 $
2,331 $
2,661
Year Ended December 31,
2023
31,298 $
11,466
14,603
1,896
235
42
59,540 $
2022
32,804 $
14,896
16,850
2,388
259
35
67,232 $
2021
29,610
14,026
13,332
1,909
270
5
59,152
$
$
Geographic area information for Net sales to external customers, determined based on the location of the subsidiary
making the sale, and long-lived assets follows:
(US$ in millions)
Net sales to external customers:
Europe
United States
Asia-Pacific
Brazil
Argentina
Canada
Rest of world
Total
Year Ended December 31,
2023
2022
2021
$
24,333 $
26,089 $
22,249
15,819
10,098
4,771
1,386
2,606
527
16,939
13,829
5,487
1,576
2,431
881
14,660
12,334
4,520
2,669
1,839
881
$
59,540 $
67,232 $
59,152
F-73
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(US$ in millions)
Long-lived assets: (1)
Europe
United States
Asia-Pacific
Brazil
Argentina
Canada
Rest of world
Total
Year Ended December 31,
2023
2022
$
$
1,090 $
1,733
386
775
188
367
2
4,541 $
955
1,235
378
545
157
334
13
3,617
(1) Long-lived assets comprise Property, plant and equipment, net.
As further described in Note 1- Nature of Business, Basis of Presentation and Significant Accounting Policies, 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):
(US$ in millions)
Sales from commodity contracts (ASC
815)
Sales from contracts with customers
(ASC 606)
Net sales to external customers
Agribusiness
Refined and
Specialty Oils
Milling
Sugar and
Bioenergy
Corporate &
Other
Total
Year Ended December 31, 2023
$
40,331 $
997 $
152 $
229 $
— $
41,709
2,433
13,606
1,744
6
42
17,831
$
42,764 $
14,603 $
1,896 $
235 $
42 $
59,540
(US$ in millions)
Sales from commodity contracts (ASC
815)
Sales from contracts with customers
(ASC 606)
Net sales to external customers
Agribusiness
Refined and
Specialty Oils
Milling
Sugar and
Bioenergy
Corporate &
Other
Total
Year Ended December 31, 2022
$
44,553 $
1,198 $
154 $
253 $
— $
46,158
3,147
15,652
2,234
6
35
21,074
$
47,700 $
16,850 $
2,388 $
259 $
35 $
67,232
(US$ in millions)
Sales from commodity contracts (ASC
815)
Sales from contracts with customers
(ASC 606)
Net sales to external customers
Agribusiness
Refined and
Specialty Oils
Milling
Sugar and
Bioenergy
Corporate &
Other
Total
Year Ended December 31, 2021
$
41,032 $
1,024 $
21 $
264 $
— $
42,341
2,604
12,308
1,888
6
$
43,636 $
13,332 $
1,909 $
270 $
5
16,811
5 $
59,152
F-74
Table of Contents
BUNGE GLOBAL SA AND SUBSIDIARIES
2023 Bunge Annual Report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
28. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(US$ in millions, except per share data)
2023
Net sales
Gross profit
Net income
Net income attributable to Bunge
Earnings per share—basic(1)
Net income attributable to Bunge shareholders - basic
Earnings per share—diluted(1)
Net income attributable to Bunge shareholders - diluted
2022
Net sales
Gross profit
Net income
Net income attributable to Bunge
Earnings per share—basic(1)
Net income attributable to Bunge shareholders - basic
Earnings per share—diluted(1)
Net income attributable to Bunge shareholders - diluted
Quarter
First
Second
Third
Fourth
Year
$ 15,328 $ 15,049 $ 14,227 $ 14,936 $ 59,540
4,845
2,337
2,243
1,254
660
616
1,045
389
373
1,365
629
622
1,181
659
632
$
$
4.21 $
4.13 $
2.50 $
4.24 $
15.07
4.15 $
4.09 $
2.47 $
4.18 $
14.87
$ 15,880 $ 17,933 $ 16,759 $ 16,660 $ 67,232
3,682
1,678
1,610
1,204
696
688
772
225
206
818
374
336
888
383
380
$
$
4.83 $
1.36 $
2.52 $
2.24 $
10.83
4.48 $
1.34 $
2.49 $
2.21 $
10.51
(1) Earnings per share attributable to Bunge shareholders for both basic and diluted is computed independently for each
period presented. As a result, the sum of the quarterly earnings per share for the years ended December 31, 2023 and
2022 may not equal the total computed for the year. See Note 24- Earnings per Share for further details.
F-75
Table of Contents
SIGNATURES
2023 Bunge Annual Report
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: February 22, 2024
By:
/s/ JOHN W. NEPPL
John W. Neppl
Executive Vice President and Chief Financial Officer
BUNGE GLOBAL SA
S-1
Table of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.
2023 Bunge Annual Report
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
/s/ GREGORY A. HECKMAN
Gregory A. Heckman
Chief Executive Officer and Director
/s/ JOHN W. NEPPL
John W. Neppl
Executive Vice President and Chief Financial Officer
/s/ J. MATT SIMMONS, JR.
J. Matt Simmons, Jr.
Controller and Principal Accounting Officer
/s/ ELIANE ALEIXO LUSTOSA DE ANDRADE
Eliane Aleixo Lustosa de Andrade
Director
/s/ SHEILA BAIR
Sheila Bair
Director
/s/ CAROL M. BROWNER
Carol M. Browner
Director
/s/ BERNARDO HEES
Bernardo Hees
Director
/s/ MICHAEL KOBORI
Michael Kobori
Director
/s/ MONICA MCGURK
Monica McGurk
Director
/s/ KENNETH SIMRIL
Kenneth Simril
Director
/s/ HENRY W. WINSHIP
Henry W. Winship
Director
/s/ MARK N. ZENUK
Mark N. Zenuk
Director and Chair of the Board of Directors
By:
By:
By:
By:
By:
By:
By:
By:
By:
By:
By:
By:
S-2
2023 Bunge Annual Report
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-75762, 333-130651, 333-159918,
333-211908, 333-218273, 333-238628, and 333-255878, on Form S-8 of our reports dated February 22, 2024, relating to the
financial statements, related notes, and the schedule listed in the Index at Item 15 of Bunge Global SA and the effectiveness of
Bunge Global SA’s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended
December 31, 2023.
/s/ Deloitte & Touche LLP
St. Louis, Missouri
February 22, 2024
2023 Bunge Annual Report
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-K 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.
b.
c.
d.
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;
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;
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
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 (the registrant’s fourth quarter in the case of an annual report) 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.
b.
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
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.
Date: February 22, 2024
/s/ GREGORY A. HECKMAN
Gregory A. Heckman
Chief Executive Officer (Principal Executive Officer)
2023 Bunge Annual Report
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-K 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.
b.
c.
d.
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;
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;
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
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 (the registrant’s fourth quarter in the case of an annual report) 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.
b.
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
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.
Date: February 22, 2024
/s/ JOHN W. NEPPL
John W. Neppl
Executive Vice President, Chief Financial Officer
2023 Bunge Annual Report
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-K for the year ended December 31, 2023 (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.
February 22, 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.
2023 Bunge Annual Report
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-K for the year ended December 31, 2023 (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.
February 22, 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.
2023 Bunge Annual Report
Bunge Global SA
Statutory Financial Statements
For the period from February 14, 2023 to December 31, 2023
SR-1
2023 Bunge Annual Report
Deloitte SA
Rue du Pré-de-la-Bichette, 1
1202 Geneva
Switzerland
Phone: +41 (0)58 279 60 00
Fax: +41 (0)58 279 66 00
www.deloitte.ch
Report of the Statutory Auditor
To the General Meeting of
Bunge Global SA, Geneva
Report on the Audit of the Swiss Standalone Statutory Financial Statements
Opinion
We have audited the financial statements of Bunge Global SA (the Company), which comprise the statement of
loss for the period from February 14, 2023 to December 31, 2023, the balance sheet as at December 31, 2023 and
the accompanying notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the financial statements comply with Swiss law and the Company’s articles of incorporation.
Basis for Opinion
We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our
responsibilities under those provisions and standards are further described in the “Auditor's Responsibilities for
the Audit of the Financial Statements” section of our report. We are independent of the Company in accordance
with the provisions of Swiss law and the requirements of the Swiss audit profession, and we have fulfilled our
other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
SR-2
2023 Bunge Annual Report
Bunge Global SA
Report of the statutory auditor
for the period from February 14, 2023
to December 31, 2023
Carrying value of Investments in Affiliates
Key audit matter
As described in Note 5 to the financial
statements, the Company holds investments in
Bunge Group affiliates with a net value of USD
24,863,862 thousand as of December 31, 2023,
representing 95% of total assets.
Each investment is recorded at historical costs
less adjustment for impairment of value when
necessary. These historical costs correspond to
the recoverable value of the investments as of
the date of the re-domestication, November 1,
2023.
Bunge Global performs an annual impairment
analysis. If events or indicators of impairment
occur between annual impairment analyses, the
Company performs an impairment analysis at
that date. An impairment loss would be
recognised when the carrying amount of the
investment becomes lower than its recoverable
amount which would be the higher of the value
in use and the net market value. As of
December 31, 2023, management determined
that no additional impairment was necessary.
The assessment of the recoverable amount on
re-domestication date as well as the review of
impairment indicators performed by the
Company’s management is subject to judgement
around the valuation method, key assumptions
used and the sensitivity to the expected future
market developments that could affect the
profitability and cash flows of these investments.
Accordingly, for the purposes of our audit, we
identified judgements and estimates applied by
management on the valuation of investments in
affiliates as representing a key audit matter.
How the scope of our audit responded to
the key audit matter
We reviewed the assumption used by
management supporting the carrying value of
the investments, as well as potential impairment
indicators as at December 31, 2023. Although
no impairment indicators have been identified,
Deloitte has reviewed the valuation model of
management as part of its audit of investments
carrying value.
In particular, we performed the following:
a. Assessed the appropriateness of
Management’s accounting policies
regarding the valuation of investments
in affiliates.
b. Gained an understanding of internal
controls around the valuation of
investments in affiliates.
c. Assessed the methodology applied and
the reasonableness of the underlying
key assumptions (e.g. discount rate,
terminal growth rates) and judgements
used in the valuation models.
d. Together with our valuation specialists,
validated the arithmetical accuracy of
the valuation models and the
reasonableness of key inputs against
external sources;
e. Reviewed valuation models for evidence
of management bias considering
sensitive analysis, lookback testing as
well as contradictory evidence.
We validated the appropriateness and
completeness of the related disclosures in Note
5 to the financial statements.
Based on the procedures performed above, we
obtained sufficient audit evidence to address the
risk of an improper valuation of investments in
affiliates.
SR-3
2023 Bunge Annual Report
Bunge Global SA
Report of the statutory auditor
for the period from February 14, 2023
to December 31, 2023
Other Information
The Board of Directors is responsible for the other information. The other information comprises the information
included in the annual report, but does not include the consolidated financial statements, the stand-alone financial
statements and the remuneration report and our auditor’s reports thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Board of Directors’ Responsibilities for the Financial Statements
The Board of Directors is responsible for the preparation of the financial statements in accordance with the
provisions of Swiss law and the Company's articles of incorporation, and for such internal control as the Board of
Directors determines is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going
concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Swiss law and SA-CH will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on EXPERTsuisse’s
website at: https://www.expertsuisse.ch/en/audit-report. This description forms an integral part of our report.
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2023 Bunge Annual Report
Bunge Global SA
Report of the statutory auditor
for the period from February 14, 2023
to December 31, 2023
Report on Other Legal and Regulatory Requirements
In accordance with Art. 728a para. 1 item 3 CO and PS-CH 890, we confirm that an internal control system exists,
which has been designed for the preparation of the financial statements according to the instructions of the Board
of Directors.
Furthermore, we confirm that the proposed appropriation of available earnings complies with Swiss law and the
Company’s articles of incorporation. We recommend that the financial statements submitted to you be approved.
/s/Nicolas de Portier de Villeneuve
Nicolas de Portier de Villeneuve
Licensed Audit Expert
Deloitte SA
/s/Joëlle Herbette
Joëlle Herbette
Licensed Audit Expert
Auditor in Charge
Geneva, February 22, 2024
JOH/NDV/ahe
Enclosures
- Financial statements (statement of loss, balance sheet and accompanying notes to the financial
statements)
- Proposed appropriation of available earnings
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2023 Bunge Annual Report
Bunge Global SA
Statement of loss
For the period from February 14, 2023 to December 31, 2023
Amounts in thousands
Notes
U.S. dollars
Swiss francs
Dividend income from Affiliates
Operating income
5
$ 21,172,877
CHF 17,742,871
21,172,877
17,742,871
Personnel expenses
General and administrative expenses
Impairment of investments in Affiliates
Operating expenses
Interest income
Interest expense
Foreign exchange (losses) / gains - net
Net loss for the period
7
5
4
4
(174)
(93,254)
(21,172,877)
(21,266,305)
7,914
(2,412)
(4)
(146)
(78,147)
(17,742,871)
(17,821,164)
6,632
(2,021)
(3)
$
(87,930)
CHF
(73,685)
The accompanying notes are an integral part of these financial statements
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2023 Bunge Annual Report
Bunge Global SA
Balance Sheet
As at December 31, 2023
Amounts in thousands
Notes
U.S. dollars
Swiss francs
Accounts receivable - Other
Accounts receivable - Affiliates
Prepaid expenses
Short-term loans receivable - Affiliates
Total current assets
Long-term loans receivable - Affiliates
Property, plant and equipment, net
Investments in Affiliates
Total non-current assets
Total assets
Accounts payable - Trade
Accounts payable - Affiliates
Dividend payable - Shareholders
Short-term loans payable - Affiliates
Accrued expenses
Total current liabilities
Total liabilities
Share capital (161,429,472 shares at $0.01)
Statutory reserves from capital contributions:
Reserve from capital contributions
Other reserves from capital contributions
Treasury shares
Retained earnings
Net loss for the period
Total shareholders' equity
$
39
CHF
33
12,453
605
627,886
640,983
653,086
10,306
24,863,862
25,527,254
26,168,237
647
40,174
192,490
470,408
3,192
706,911
706,911
1,614
10,436
507
526,168
537,144
547,286
8,637
20,835,916
21,391,839
21,928,983
542
33,666
161,307
394,202
2,675
592,392
592,392
1,352
25,544,079
21,405,938
161
(161)
3,563
(87,930)
25,461,326
135
(135)
2,986
(73,685)
21,336,591
4
4
5
4
6
6
6
6
6
Total liabilities and shareholders' equity
$ 26,168,237
CHF 21,928,983
The accompanying notes are an integral part of these financial statements
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Bunge Global SA
Notes to Statutory Financial Statements
(U.S. dollars in thousands, except share and per share information and where otherwise indicated)
2023 Bunge Annual Report
1. General
Bunge Global SA (“Bunge Global” or the “Company”), incorporated under Swiss law with its registered office in Geneva,
Switzerland, is the ultimate holding company of the Bunge Group with a listing of its shares on the New York Stock Exchange
(the “NYSE”).
Bunge Global is a corporation (société anonyme) with registered office at 13 route de Florissant, 1206 Geneva, Switzerland.
The main activity of the Company is the holding and the management of investments for Bunge Global and its Affiliates (as
defined below) (“Bunge Group”). The Company employed less than 50 full time positions during the period from February 14,
2023 to December 31, 2023. For additional information on the Bunge Group, see our Annual Report on Form 10-K filed with
the United States Securities and Exchange Commission for the fiscal year ended December 31, 2023.
Redomestication
On November 1, 2023, the Bunge Group completed the change in jurisdiction of incorporation of its group holding company
from Bermuda to Switzerland (the “Redomestication”). The Redomestication, which was approved by shareholders of Bunge
Limited, the former holding company of the Bunge Group, was effected pursuant to a scheme of arrangement under Bermuda
law that resulted in the shareholders of Bunge Limited becoming, on a one-for-one basis, the holders of all the issued and
outstanding registered shares, par value $0.01 per share, of Bunge Global (the “registered shares”). The registered shares began
trading on the NYSE under the symbol “BG” on November 1, 2023, which is the same symbol under which the Bunge Limited
shares were previously traded.
2. Basis of presentation
The Company was incorporated on February 14, 2023, and, as such, there are no comparative figures to be presented. The
statutory financial statements present the results of Bunge Global on a standalone basis and do not represent the consolidated
operations of the Bunge Group that can be found on Form 10-K filed with the United States Securities and Exchange
Commission for the fiscal year ended December 31, 2023.
The statutory financial statements reflect the results of operations for the period from February 14, 2023 to December 31, 2023
and have been prepared in accordance with the requirements of the Swiss Code of Obligations. They are prepared under the
historical cost convention and on an accrual basis.
When referring to fiscal year 2023 in these statutory financial statements, the Company considers the period from its
incorporation on February 14, 2023 to December 31, 2023.
Since the Company has prepared consolidated financial statements in accordance with U.S. generally accepted accounting
standards, a recognized accounting standard, we have, in accordance with the Swiss Code of Obligations, elected to forego
presenting the statement of cash flows, the additional disclosures and the management report in line with article 961d of the
Swiss Code of Obligations.
3. Significant accounting policies
Foreign Currency translation
Our functional currency is the U.S. dollar. We present our financial statements in U.S. dollars in accordance with Swiss law. All
Balance sheet and Statement of loss line items in U.S. dollars are converted to Swiss francs for informative purpose only using
the closing foreign exchange rate at the balance sheet date. At December 31, 2023, the exchange rate was CHF 0.8380 for USD
1.
Exchange rate differences
Current assets and liabilities in non-U.S. dollar currencies are translated into U.S. dollars at the rate of exchange as at the
balance sheet date. During the year, revenue and expenses are translated into U.S. dollars at the rate of exchange as at the date
of the transaction. Unrealized foreign exchange losses and realized transactional gains and losses are included in the
determination of current income, but unrealized foreign exchange gains are deferred into the Balance sheet.
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2023 Bunge Annual Report
Investments in Affiliates
Investments in Affiliates are recorded at historical cost less adjustment for impairment of value when necessary. The term
“Affiliates”, as referred to in these financial statements, is defined as directly and indirectly held subsidiaries.
Dividend income from Affiliates
In accordance with Swiss law, dividends received from Affiliates are treated as an appropriation of profit in the year in which
they are approved by the relevant governing body under applicable law and regulation rather than as an appropriation of profit
in the year to which they relate.
Dividend payable to shareholders
Dividend payable to shareholders includes the outstanding quarterly dividend installments approved by the Bunge Limited
Board prior to the Redomestication, but not yet paid at the balance sheet date. In connection with the Redomestication, Bunge
Global has assumed from Bunge Limited the obligation to make payment of the outstanding quarterly dividend installments.
Treasury shares
Treasury shares are recognized at acquisition cost and deducted from shareholders’ equity at the time of acquisition. In case of
resale, the gain or loss is recognized through retained earnings.
Personnel expenses
Personnel expenses includes compensation paid to the employees of the Company and to the Company’s Board of Directors
(the “Board”). For information regarding the Board and executives compensation, refer to our Swiss Statutory Compensation
Report in the Annual Report.
Income taxes
The Company follows the policy of providing in each year for income and capital taxes, which will be assessed on taxable
income and net worth respectively shown in the statutory financial statements for the year. Income taxes are based on Swiss
taxable income denominated in U.S. dollars. No income taxes are due or were paid as at December 31, 2023 as the Company is
loss making. Capital taxes are presented in General and administrative expenses.
4. Loans with Affiliates
As at December 31, 2023, the Company had the following loans receivable from Affiliates in its Balance sheet, which earned
$7,910 in interest income:
USD-denominated loans
Loans receivable from Affiliates
Short-term portion:
Long-term portion:
U.S. dollars
Swiss francs
$
$
$
$
1,280,972
1,280,972
CHF
CHF
1,073,454
1,073,454
627,886
653,086
CHF
CHF
526,168
547,286
The Company utilizes an internal borrowing/lending relationship (the “Cash Pool”) with a wholly-owned Affiliate to fund its
operations. As at December 31, 2023, the Company had the following loans payable to Affiliates in its Balance sheet, which
incurred $2,412 of interest expense:
Cash pool liability
USD-denominated loans
Loans payable to Affiliates
Short-term portion:
U.S. dollars
Swiss francs
$
$
$
271,498
198,910
470,408
CHF
CHF
227,515
166,687
394,202
470,408
CHF
394,202
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2023 Bunge Annual Report
5. Investments in Affiliates
Bunge Global is the ultimate holding company of all Affiliates of the Bunge Group. Our directly-owned Affiliates were as
follows as at December 31, 2023:
Entity legal name
Jurisdiction Purpose
Ownership U.S. dollars
Swiss francs
Carrying Value
Bunge Holdings B.V. (BHBV)
Netherlands
Holding company
100 % $ 24,680,919 CHF 20,682,610
Greenleaf, Ltd
SSI Logistics
Bermuda
Insurance company
France
Operating company
100 %
100 %
61,701
8,397
Vietnam Agribusiness Holdings Pte Ltd
Singapore
Operating company
50 %
112,845
51,705
7,037
94,564
Investments in Affiliates
$ 24,863,862 CHF 20,835,916
The voting rights do not differ from the disclosed ownership percentages.
As part of the Bunge Group restructuring connected with the Redomestication on November 1, 2023, distributions from
Affiliates were recognized in the Statement of loss as Dividend income from Affiliates for $20,082,658 with a corresponding
impairment for $20,082,658.
The following table presents the activity related to our investments in Affiliates as at December 31, 2023:
U.S. dollars
Swiss francs
Incorporation - February 14, 2023
$
—
CHF
—
Redomestication - November 1, 2023
Purchase of investments from Affiliates
Disposals
Capital reductions from BHBV
25,832,839
121,242
—
(1,090,219)
21,647,919
101,601
—
(913,603)
Balance as at December 31, 2023
$ 24,863,862
CHF 20,835,917
Capital reductions from our investment in BHBV were recognized in the Statement of loss as Dividend income from Affiliates
for $1,090,219 with a corresponding impairment for $1,090,219.
Bunge Global generally performs its annual impairment analysis during the fourth quarter of the year. If events or indicators of
impairment occur between annual impairment analyses, the Company performs an impairment analysis at that date. These
events or circumstances could include a significant change in the business climate, legal factors, operating performance
indicators, competition, or the sale or disposition of a significant asset.
The valuation of the investments is very sensitive to adverse changes in management’s assumptions. Critical estimates in the
determination of the recoverable amount include, but are not limited to, assumptions about variables such as commodity prices,
crop and related throughput and production volumes, profitability, future capital expenditures, other expenses, and discount
rates, all of which are subject to a high degree of judgment.
As at December 31, 2023, the carrying value of investments in Affiliates approximates its recoverable value, and as
consequence, the carrying amount of our investments in Affiliates did not need to be impaired.
Significant indirect Affiliates of the Bunge Group were as follows as at December 31, 2023:
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2023 Bunge Annual Report
Entity legal name
Jurisdiction Purpose
Ownership
Bunge North America, Inc.
Bunge Argentina S.A.
Bunge Alimentos S.A
Bunge Asia Pte. Ltd
Bunge SA
USA
Operations
Argentina
Operations
Brazil
Operations
Singapore
Operations
Switzerland Operations
Koninklijke Bunge B.V.
Netherlands Holdings and Finance
100 %
100 %
100 %
100 %
100 %
100 %
6. Shareholders’ equity
Changes in equity accounts
The following table presents the activity related to our equity accounts as at December 31, 2023 in U.S. dollars:
Share
Capital
130
1,484
Statutory reserves from
capital contributions
Reserve from
capital
contributions
Other
reserves
from capital
contributions
25,832,839
(288,760)
—
161
—
Retained
earnings
Net loss for
the period
Treasury
shares
Total
shareholders'
equity
$
130
1,484
3,356
207
(87,930)
(161)
25,832,839
—
(288,760)
3,356
207
(87,930)
Incorporation - February 14, 2023
$
Capital increase
Redomestication
Release to dividend payable
Share-based compensation
Other movements
Net loss for the period
Balance as at December 31, 2023
$
1,614 $ 25,544,079 $
161 $
3,563 $
(87,930) $
(161) $ 25,461,326
Total
shareholders'
equity
CHF 109
1,243
The following table presents the activity related to our equity accounts as at December 31, 2023 in Swiss francs:
Statutory reserves from capital
contributions
Share
Capital
Reserve from
capital
contributions
Other
reserves
from capital
contributions
Retained
earnings
Net loss for
the period
Treasury
shares
Incorporation - February 14, 2023
CHF 109
Capital increase
Redomestication
Release to dividend payable
Share-based compensation
Other movements
Net loss for the period
1,243
21,647,919
(241,981)
—
135
—
2,812
174
(73,685)
(135)
21,647,919
—
(241,981)
2,812
174
(73,685)
Balance as at December 31, 2023
CHF 1,352 CHF 21,405,938
CHF 135
CHF 2,986
CHF (73,685)
CHF (135) CHF 21,336,591
Share capital
The Company was incorporated on February 14, 2023, with a share capital of $130, corresponding to 13,000,000 fully paid-in
registered shares with a par value of $0.01 each.
At an Extraordinary Meeting of Shareholders held on October 19, 2023, Bunge Limited, then Bunge Global’s sole shareholder,
resolved to increase Bunge Global’s share capital by issuing 148,429,472 fully paid-in registered shares with a par value of
$0.01 each via cash contribution of $1,484 corresponding to the total issue price. The share capital of the Company was $1,614
as at December 31, 2023 and is divided into 161,429,472 fully paid-in registered shares with a par value of $0.01 each.
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2023 Bunge Annual Report
Capital band
Bunge Global’s Articles of Association provides for a capital band ranging from $1,291 (lower limit) to $2,421 (upper limit),
equivalent to approximately CHF 1,082 (lower limit) to CHF 2,029 (upper limit). The Board is authorized within the capital
band to increase or reduce the share capital at any time or from time to time and in any amounts or to cause the Company or any
of its Affiliates to acquire shares directly or indirectly, until October 19, 2028.
The capital increase or reduction may be effected by issuing up to 80,714,736 fully paid-in registered shares with a par value of
$0.01 each or cancelling up to 32,285,894 fully paid-in registered shares with a par value of $0.01 each, as applicable, or by
increasing or reducing the par value of the existing shares or by a simultaneous reduction and re-increase of the share capital.
The number of newly issuable shares or shares to be cancelled is subject to upward or downward adjustment by the Board if
and when the Board makes use of its authority to issue or cancel shares within the range of the capital band.
Conditional capital
Bunge Global’s Articles of Association provides for a conditional capital that authorizes the issuance of an additional
32,285,894 paid-in registered shares above the capital band without obtaining additional shareholder approval as per the
following:
•
•
up to 12,914,357 fully paid-in registered shares with a par value of $0.01 each, for an aggregate nominal amount not to
exceed $129 (approximately CHF 108), to members of the Board or the Executive Management Team, officers,
employees, contractors, consultants, or any other persons providing services to Bunge Global or any of its Affiliates
under the terms of Bunge Global’s equity incentive plans; and
up to 19,371,537 fully paid-in registered shares with a par value of $0.01 each, for an aggregate nominal amount not to
exceed $194 (approximately CHF 162), (i) further to the exercise of conversion, exchange, option, warrant,
subscription or other rights to acquire Shares, or (ii) through obligations to acquire shares that are or were granted to or
imposed upon shareholders or third parties alone or in connection with bonds, notes, loans, options, warrants or other
securities or contractual obligations of Bunge Global or any of its Affiliates.
Statutory reserves from capital contributions
Statutory reserves from capital contributions, subject to certain conditions, are freely distributable reserves. If the Statutory
reserves from capital contributions amounts to more than 20% of the share capital recorded in the commercial register, Bunge
Global is not required to allocate 5% from earnings to statutory reserves in the proposed appropriation of available earnings
should it be profit making.
The following two dividends were declared by Bunge Limited’s Board of Directors under Bermuda law prior to
Redomestication to Switzerland:
•
•
a quarterly cash dividend of $0.6625 per share declared on August 17, 2023, paid on December 1, 2023 based on the
outstanding shares of Bunge Global on November 17, 2023.
a quarterly cash dividend of $0.6625 per share declared on October 31, 2023, payable on March 1, 2024 based on the
outstanding shares of Bunge Global on February 16, 2024.
In connection with the Redomestication, Bunge Global has assumed from Bunge Limited the obligation to make payment of the
outstanding quarterly dividend installments.
An amount of $288,760 was allocated to Dividend payable to shareholders from the Reserve from capital contributions. This
amount was calculated assuming a number of 145,287,978 shares eligible to receive dividends on November 1, 2023. This
amount includes a 50% margin (“Dividend reserve”) to accommodate for any new share issuances that may occur between the
date of the Redomestication and the second dividend installment payment is made. If the aggregate dividend payment is lower
than the Dividend payable to shareholders liability, the relevant difference will be allocated back to the Reserve from capital
contributions after the last quarterly cash dividend is paid in March 2024.
The amount of quarterly cash dividend paid on December 1, 2023 - based on outstanding shares on November 17, 2023 - was
$96,270.
Treasury shares
As at December 31, 2023, Bunge Global held 16,109,804 treasury shares that were issued at $0.01 by resolution of an
Extraordinary Meeting of Shareholders held on October 19, 2023 prior to Redomestication. At completion of the
Redomestication, Bunge Limited has contributed these shares to Bunge Global's other reserves from capital contributions. The
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2023 Bunge Annual Report
treasury shares may be used to satisfy Bunge Global’s future obligations to deliver shares in connection with awards granted
under equity incentive plans and for other purposes as the Board may determine.
The following table presents the activity related to our treasury shares as at December 31, 2023:
Number of
shares
Carrying Value
Average Cost
U.S. dollars
Swiss francs
U.S. dollars
Swiss francs
Incorporation - February 14, 2023
— $
Capital increase
Releases for share-based compensation
16,141,494
(31,690)
Balance as at December 31, 2023
16,109,804 $
—
161
—
161
CHF
— $
—
CHF
135
—
135
0.01
0.01
CHF
—
0.01
0.01
The average cost is equal to the acquisition cost of the treasury shares.
7. General and administrative expenses
For the period from February 14, 2023 to December 31, 2023, Bunge Global, in its role as the holding company of the Bunge
Group, incurred $93,254 of general and administrative expenses of which $4,408 derive from direct third-party activities and
$88,846 are from execution of general and administrative activities performed by Affiliates on behalf of the ultimate parent.
8. Contingent liabilities and commitments
On June 13, 2023, Bunge Limited entered into a definitive 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 Limited’s shareholders approved the Acquisition at the Extraordinary General Meeting held October 5,
2023. At completion of the Redomestication, Bunge Limited assigned to Bunge Global and Bunge Global assumed from Bunge
Limited all of Bunge Limited’s rights and obligations under the business combination agreement.
The Acquisition is expected to close in mid-2024, subject to the satisfaction of regulatory approvals and other customary
closing conditions. Under the terms of the Business Combination Agreement, Viterra shareholders are anticipated to receive
approximately 65.6 million of registered shares of Bunge, with an aggregate value of approximately $6.6 billion as at December
31, 2023 and receive approximately $2.0 billion in cash in return for 100% of the outstanding equity of Viterra. 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 Global would be obligated to pay the
Sellers a fee of $400 million in the aggregate.
As at December 31, 2023, there are no other significant contingent liabilities or commitments between Bunge Global and any
external parties.
9. Guarantees
As part of daily operations, Bunge Global Affiliates may enter into credit arrangements, including notes, bank credit
agreements, debentures, and letters of credit. In its role as parent, Bunge Global agrees to guarantee certain of these debt
securities or other credit arrangements on behalf of its Affiliates. The company will also provide performance guarantees as
needed for Affiliate operations. As at December 31, 2023, the aggregate maximum amount allowed to be drawn under the credit
lines and performance guarantees by the Company was $22,044 million, equivalent to approximately CHF 18,473 million.
Additionally, Bunge Global provides a guarantee to the Director of the Illinois Department of Agriculture as Trustee for its U.S.
Affiliate, which guarantees all amounts due and owing by said party to grain producers and/or depositors in the State of Illinois,
who have delivered commodities to its Illinois facilities. The Company also guarantees certain Affiliate derivative and
insurance obligations.
As at December 31, 2023, we do not anticipate having to perform under these guarantees.
10. Subsequent Events
Subsequent to the Company balance sheet date, from December 31, 2023 through February 21, 2024, Bunge repurchased an
additional 3,319,987 shares for $301 million. Therefore, as of February 21, 2024, 10,836,963 shares were repurchased for $1.1
billion and $1.1 billion remains outstanding for repurchases under the program.
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Bunge Global SA
Proposed appropriation of available earnings
2023 Bunge Annual Report
Amounts in thousands
Retained earnings
Net loss for the period
Total available to the Annual General Meeting of Shareholders
Fiscal 2023
U.S. dollars
Swiss francs
$
$
3,563 CHF
(87,930)
(84,367) CHF
2,986
(73,685)
(70,699)
Proposal of the Board of Directors for the appropriation of available earnings:
Balance to be carried forward
$
(84,367) CHF
(70,699)
Reserve from capital contributions
Balance as at December 31, 2023
Proposed release as dividend to shareholders
Balance to be carried forward
$ 25,544,079 CHF 21,405,938
(551,934)
$ 24,885,447 CHF 20,854,004
(658,632)
The Board of Directors will propose at the Annual General Meeting of Shareholders that Bunge Global SA pay a cash dividend
in the amount of $2.721 per outstanding share out of Bunge Global SA’s reserve from capital contributions payable in four
equal installments as of the record dates to be announced in a press release.
The cash dividend shall be made with respect to the outstanding share capital of Bunge Global SA on the record date for the
applicable installment, which will exclude any shares of Bunge Global SA held by Bunge Global SA.
An amount of $658,6322 shall be allocated to Dividend payable to shareholders from the reserve from capital contributions in
order to pay such dividend of $2.72 per outstanding share with a nominal value of $0.01 each. If the aggregate dividend
payment is lower than the Dividend payable to shareholders liability, the relevant difference will be allocated back to the
Reserve from capital contributions.
___________________________________
1 If the proposal is approved, the aggregate U.S. dollar amount of the dividend will be capped at an amount such that the aggregate reduction
to our capital contribution reserves will not exceed $658,632. To the extent that a dividend payment would cause the cap to be exceeded, the
U.S. dollar per share amount of the current or future dividends will be reduced on a pro rata basis so that the aggregate amount of all
dividends paid does not exceed the cap. If the cap were reached, no further installment payments could be made.
2 Based on a total of 145,319,668 shares eligible for payout (number of outstanding shares as at December 31, 2023), the aggregate Dividend
payable to shareholders liability would be $658,632. The amount of the Dividend payable to shareholders, calculated on the basis of the
Company’s outstanding shares as at December 31, 2023, includes a 67% margin to accommodate for the potential issuance of 80,714,736 new
shares in accordance with our capital band and utilization of 16,109,804 available treasury shares (“Dividend reserve”), which may occur
between the time the dividend is approved by shareholders and when the last installment payment is made.
The number of shares eligible for dividend payments may change due to the repurchase of shares, the sale of treasury shares, or the issuance
of new shares including (without limitation) from the utilization of the capital band and conditional share capital. If the business combination
agreement executed by Bunge Global on June 23, 2023, with Viterra Limited (“Viterra”) and its shareholders, including certain affiliates of
Glencore PLC, Canada Pension Plan Investment Board, and British Columbia Investment Management Corporation (together with Viterra,
the “Sellers”), to acquire Viterra in a stock and cash transaction is completed on or before the record date for the fourth dividend installment,
approximately 65.6 million shares are currently expected to be issued to the Sellers based on Bunge Global SA's capital band. These shares
will also become entitled to the quarterly dividend installments as of the applicable record date.
Unused Dividend reserve will be returned to the Reserve from capital contributions after the last installment payment.
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